SPIDER-MAN 4: THE AMAZING SPIDER-MAN

by
Jerod Brennen
Based on characters created by
Stan Lee and Steve Ditko
323.863.6398
[email protected]
EXT. BANK - DAY
A BANK ROBBERY in progress!
Four MASKED MEN spill out onto the sidewalk, their arms
overflowing with CASH. In their wake, a man in a homemade
costume: brown and yellow, fishnets, silver gauntlets.
THE SHOCKER.
SHOCKER
Get the car. Weve got money to
count.
The hoods hoot their assent. A car stops in front of them,
and the windows EXPLODE as another costumed figure lands on
the roof of the car, collapsing it.
SPIDER-MAN.
Spidey leaps into action, disabling all four hoods in an
acrobatic dance. He stares down the villain.
SHOCKER
Spider-Man. You may have taken out
the hired help, but are you man
enough to face... THE SHOCKER?
The Shocker stares down Spider-Man, poised, tense.
The tension breaks when Spidey doubles over, LAUGHING.
SPIDER-MAN
Seriously? The Shocker? Thats the
best you could do?
The Shocker FLICKS a switch on his wrist. His gauntlets
begin to VIBRATE.
Spidey stops laughing.
A force ERUPTS from the humming gauntlets, throwing both
Spidey and the crushed car across the street.
SHOCKER
Better?
The car comes around. More THUGS hop out, grab the cash.
They leave their partners in crime unconscious on the
sidewalk.
The car careens the wrong way down a one-way street.
Spidey shakes his head clear.
(CONTINUED)
CONTINUED: 2.
SPIDER-MAN
No you dont.
Spidey slings his web, and the chase is on.
EXT. NYC STREETS - DAY
Spidey tracks the car from high overhead until he sees his
opportunity.
He swoops low and WEBS the front tires. The car FLIPS end
over end. SPARKS fly as it slides to a stop, upside down.
The car VIBRATES, and the doors EXPLODE from their hinges. A
rattled Shocker emerges.
Spidey lands on the street in front of his foe, two
spandex-clad gunslingers.
The Shocker raises his gauntlets, but Spideys faster. Webs
shoot from Spideys wrists, wrapping the gauntlets in a
thick cocoon.
Try as he might, the Shocker cant get free.
Spidey stalks toward the Shocker, fists clenched.
SHOCKER
Wait. I didnt-
Spidey CLOCKS the Shocker hard enough to send the man flying
through the air. He lands in a pile of garbage, unconscious.
SPIDER-MAN
Put a guy in a costume, he thinks
he can parade around the city,
doing as he pleases. Some people.
POLICE CARS roll up. Spidey takes his cue and slings away.
INT. AUNT MAYS APARTMENT - DAY
AUNT MAY is dusting. She pauses at picture of her and Ben.
She picks up the picture and lets the memories come.
A KNOCK at the door. Peter lets himself in.
AUNT MAY
Peter. Youre late.
PETER PARKER steps through the door. Enough being Spider-Man
for today. Time to be a good nephew.
(CONTINUED)
CONTINUED: 3.
Peter raises his hand, shows May the BROWN BAG hes
carrying.
PETER
(apologetic)
I brought dinner.
INT. AUNT MAYS KITCHEN - LATER
Empty takeout wrappers litter the table before them. Peter
starts to scoop them up.
AUNT MAY
Leave them, Peter. I can clean up
later.
PETER
Ive got this. Sit.
Peter walks by the sink on his way to the trash can. He
notices a collection of PILL BOTTLES on the counter.
PETER
How are you getting along? Feeling
okay?
AUNT MAY
Oh, I cant complain. Ive been a
bit under the weather lately, but
it seems like theyve got a pill
these days for every little ache
and pain.
Peter hesitates. She sounds so... sad.
AUNT MAY
Im getting old, Peter. You dont
suppose theres a pill for that, do
you?
Peter throws the trash away and moves behind Aunt May. He
stoops down and wraps his arm around her in a huge hug.
PETER
Youre not getting old. Youre
maturing.
AUNT MAY
(laughs)
I reached mature years ago.
Speaking of maturing, when are you
going to mature and ask MJ to marry
you?
(CONTINUED)
CONTINUED: 4.
PETER
Whoa. Wasnt expecting that.
AUNT MAY
You love each other, Peter. Any old
fool can see that. What are you
waiting for?
Peter takes a seat, almost falls into it.
PETER
Im just trying to get my life
together, Aunt May. The Bugle still
wont hire me on full-time, and the
lab assistant gig with Doc Connors
barely covers tuition. I want to be
able to give MJ the life she
deserves.
AUNT MAY
Some girls dont want fancy things,
Peter. Some girls just want someone
to hold them, to be there for them
when theyre lonely.
Her eyes drift to the other room, to the picture of Ben.
AUNT MAY
Shes a good girl, Peter. Dont
take too long.
PETER
I wont. I promise.
INT. PETERS APARTMENT - DAY
Peter walks in. Hes barely in the door when MJ pounces on
him. She wraps her arms around his neck and plants a huge
KISS on his lips.
She leans back, smiles.
PETER
Wow. I wasnt gone that long, was
I?
Her smile fades.
MJ
You forgot.
Peter panics, tries to hide it.
(CONTINUED)
CONTINUED: 5.
PETER
Forgot? Of course I didnt forget.
How could I forget your... my...
MJ
Our one-year anniversary?
PETER
Anniversary? MJ, were not even
married yet.
Her smile returns.
MJ
Yet?
PETER
(covering his slip)
What are we doing tonight?
MJ
You are taking me dancing.
PETER
Dancing? I dont know...
MJ slinks toward the table, picks up her CELL PHONE.
MJ
(playful)
Take me dancing, or Im calling the
Bugle and revealing Spider-Mans
true identity.
PETER
You know I dont like dancing.
MJ dials a number. She puts the phone to her ear.
PETER
Im exhausted, MJ. Do you have any
idea how many people I saved today?
MJs expression shifts as someone answers on the other end.
MJ
Could you put me through to Betty
Brant, please? I have a scoop that
will make Mr. Jamesons year.
Peter WEBS the phone from MJs hand, pulls it through the
air into his waiting hand. He hangs up.
(CONTINUED)
CONTINUED: 6.
PETER
Where do you want to go?
EXT. NYC NIGHT CLUB - NIGHT
Peter and MJ work their way to the front of a long line. MJ
flashes her smile at the BOUNCER, a hulk of a man. He melts.
The bouncer ushers Peter and MJ inside, ignoring the
protestations of those still in line.
INT. NYC NIGHT CLUB - NIGHT
Lights flash. Music thumps. Bodies writhe.
MJ is in her element. Peter couldnt be more uncomfortable.
PETER
What if something happens, MJ? What
if someone needs Spider-Man
tonight?
MJ moves close, her body against his. Her lips caress his
ear.
MJ
They can have you another night.
Tonight, youre mine.
They lock eyes, and Peter can see the seriousness behind her
seductive expression. She misses him. He softens.
He moves in an awkward gyration.
PETER
Well, then. Lets dance.
MJ beams, plants another huge kiss on his lips.
MJ
I love you, Peter Parker.
MJ loses herself in the music. Peter dances for a moment,
then succumbs to self-consciousnesses. He scans for an
escape route.
There. The bar.
He catches MJs attention.
(CONTINUED)
CONTINUED: 7.
PETER
Drinks?
MJ shrugs her shoulders. She doesnt stop dancing.
Peter slides away from MJ and snakes toward the bar.
Peter tries without success to flag down the bartender. He
waits, tries again, fails. The bartender finally stops in
front of Peter.
BARTENDER
What can I get you, beautiful?
PETER
(flustered)
Im flattered, really, but I just
want-
BARTENDER
Wait your turn, friend.
Confused, Peter turns to see a beautiful young blonde
standing at his elbow.
PETER
Gwen?
GWEN STACY stares back in surprise.
GWEN
Pete?
She throws her arms around him and hugs tight. She pulls
back when she realizes that was a little more forward than
she intended.
GWEN
Howve you been?
PETER
Good, Im good. Im here with MJ.
GWEN
Oh.
They share an awkward silence, despite the noise. They both
break it at the same time.
PETER
Do you want to come say hi?
GWEN
I should get back to my
date.
(CONTINUED)
CONTINUED: 8.
They laugh and smile. A spark passes between them, but
neither one outwardly acknowledges it.
MJ (O.S.)
Hey, Gwen.
Gwen and Peter both turn to see MJ. Shes smiling, but
theres mistrust behind the smile.
PETER
Hey, MJ. Look who I ran into.
MJ
I see.
Gwen senses the tension.
GWEN
I should be going. See you around.
PETER
(waving)
Bye.
Peter watches Gwen disappear into the crowd, playing at
oblivious. MJ watches, frowning. Peter picks up a strangers
drink and offers it to MJ.
PETER
Thirsty?
INT. DAILY BUGLE - DAY
The Bugle is a beehive of activity.
Peter passes deftly through the bustle, a FOLDER beneath on
arm. He stops at BETTY BRANTS desk.
BETTY
Hey, Pete. More pics?
PETER
Of course.
BETTY
Go on in.
9.
INT. JJJS OFFICE - DAY
From behind an enormous desk, J. JONAH JAMESON runs the
show. He barks orders into the phone as ROBBIE ROBERTSON and
HOFFMAN vie for his attention.
Peter sneaks in, stands by the door.
JJJ
Parker! Whatve you got for me?
Peter hands the folder to JJJ, who opens it to find a
collection of brilliant PHOTOS of Spider-Man in action.
JJJ cocks his head to one side, as if hes truly impressed,
then dumps the entire folder into the TRASH CAN. He goes
right back to what he was doing before Peter walked in.
PETER
Mr. Jameson-
JJJ
Im running a newspaper here,
Parker. Millions of readers-
HOFFMAN
Millions?
JJJ
(glowering at Hoffman)
MILLIONS of readers expect this
paper to carry news. Spider-Man is
not news. Hes washed up, a
has-been.
PETER
He stopped a bank robbery. He
single-handedly captured the
Shocker.
All movement in JJJs office STOPS. JJJ stares at Parker for
a moment, a cigar hanging loose in his mouth.
JJJ breaks the silence with a roaring GUFFAW.
JJJ
News, Parker! If you cant find
news, make it.
PETER
Right. News.
Dejected, Peter mopes from the office.
10.
INT. NYU BIOCHEM LAB - DAY
DOCTOR CURT CONNORS concentrates on the amber liquid in a
test tube as his counterpart, MILES WARREN, takes notes.
Peter hurries in, pulling on his lab coat as he walks.
PETER
Sorry Im late, Doc. I was dropping
some pictures off at-
DOC CONNORS
(to Miles)
The viscosity is noticeably thicker
this time, Miles. Coloration
appears to be a shade lighter.
MILES
Would you attribute the changes to
the reduced amount of phosphorous,
or to the addition of the... new
substance.
DOC CONNORS
Too soon to say.
(to Peter)
Glad you could join us, Parker.
Prepare the chromatography unit.
PETER
Yes, sir.
Peter turns to focus on the lab equipment. He stops short
when he sees her standing there in a lab coat of her own.
GWEN smiles at Peter, clutching a clipboard.
GWEN
Fancy seeing you here.
DOC CONNORS
You know each other?
PETER
Weve met.
DOC CONNORS
Gwen is Doctor Warrens lab
assistant this semester.
Peter grins sheepishly. Miles senses the chemistry between
the younger two and moves between them. Jealous?
(CONTINUED)
CONTINUED: 11.
MILES
Gwen, have you prepared Whelan?
Gwen taps the side of a cage. A THREE-LEGGED RAT hobbles
toward her finger, sniffing the air.
GWEN
Yes, Doctor Warren.
MILES
Good.
Doc Connors fills a SYRINGE with a few milliliters of the
chemical, then hands the test tube to Peter.
Doc Connors exchanges a hopeful glance with Doctor Warren.
DOC CONNORS
Ready, Miles?
MILES
Ready, Curt.
Miles nods to Gwen, who removes Whelan from his cage. She
dabs at Whelans flank with rubbing alcohol, then holds him
down as Doc Connors injects the chemical into the rat.
Doc Connors produces a digital recorder from the pocket of
his lab coat, begins dictating into the device.
DOC CONNORS
Injected subject Whelan with 2 ccs
of formula. Phosphorous content
reduced to 75 parts per million.
Chemical 1163 added at 25 parts per
million.
Peter looks at Gwen, confused.
PETER
(silently mouths words)
One one six three?
Gwen puts a finger to her lips, signaling Peter to be quiet.
Peter, Gwen, and Miles watch the cage with baited breath.
Nothing happens.
DOC CONNORS
What? Did you expect it to work
right away?
(CONTINUED)
CONTINUED: 12.
Doc Connors smirks, attempting a facade of indifference, but
hes more excited than the other three combined.
MILES
Dont hold our enthusiasm against
us, Curt. None of us has put as
much time into this project as you,
but were still eager to see the
results.
DOC CONNORS
Were building on decades of
experiments in regeneration. Human
tissue is one thing, but attempting
to regrow an entire limb... Imagine
the possibilities.
Doc Connors absently rubs at the sleeve where his MISSING
ARM should be. The others shift their attention elsewhere in
the lab, avoiding the elephant in the room.
MILES
Gwen, lets analyze those samples.
Miles and Gwen drift away from Whelans cage.
PETER
Ive got a good feeling about this
next experiment, Doc.
DOC CONNORS
You and me both, Parker. When we
make it into the journals, Ill
make sure you get the credit you
deserve.
PETER
Im just a lab assistant, Doc.
Youre the one with with the
brains.
DOC CONNORS
And youre the one with the secret
ingredient.
Doc Connors grins as he pulls a VIAL from inside his lab
coat. The VENOM SYMBIOTE writhes around inside.
Peters face blanches.
DOC CONNORS
Ive run dozens of tests against
this since you first dropped it
(MORE)
(CONTINUED)
CONTINUED: 13.
DOC CONNORS (contd)
off. Im not sure what it is, but
its regenerative capabilities are
uncanny. This could be the secret
that helps us make the next
scientific leap forward.
As Peter and Doc Connors focus on the vial, neither one
notices the SCALES that appear at the edge of Whelans stump
and flake away as the stump begins to pulse.
EXT. AFRICAN SAVANNAH - DAY
The sun beats down on the grasses. A solitary LIONESS stalks
silently toward a gazelle.
The lioness is entirely unaware that shes being stalked
herself.
A MAN stares unblinking at the lioness, his dark eyes
shrouded by a mane of long, dark hair.
The lioness POUNCES at the gazelle, but the man intercepts
the lioness in mid-air. The lioness roars in frustration.
The man roars in challenge.
Man and lioness face one another, circling. The man wears
that thing HEADBAND with a tiny tactical CAMERA mounted on
one side.
EXT. ROCKS - DAY
A small CAMERA CREW stands around a portable production
studio. All of the gear is plastered with a logo that reads
"Kraven the Hunter."
All eyes are glued on a small monitor showing a first-person
view of the lioness.
CAMERAMAN
Im telling you, Irwin. The guys
nuts.
The camera crew leader, Irwin, continues working as he
responds.
IRWIN
The guys got the most popular
television show on the planet. I
dont care if hes nuts. Hes
putting my kids through college.
14.
EXT. AFRICAN SAVANNAH - DAY
KRAVEN and the lioness continue to circle. Seizing an
opportunity, the lioness pounces, but Kravens quicker. He
maneuvers behind the lioness, wrestles her to the ground.
The lioness struggles to get free, but Kravens strength is
inhuman. He grins from ear to ear, loving every moment.
Kraven deftly reaches into his belt and removes a
TRANQUILIZER DART. The lioness SNAPS at him, nicking his
arm. Kraven LAUGHS as he stabs the dart into the animals
neck.
He holds the lioness tight, cradling the beast as she drifts
into unconsciousness. He gently lays the sleeping lioness
down and stands, waving in the direction of his camera crew.
He speaks into the mic hes wearing. His voice is deep,
resonant, with the hint of a Russian accent.
KRAVEN
How did that look?
IRWIN (O.S.)
Amazing, sir.
KRAVEN
Where are we donating this one?
IRWIN (O.S.)
Central Park Zoo, sir.
KRAVEN
Excellent. And the footage? Did you
get the entire hunt?
IRWIN (O.S.)
Every last second, sir.
Kraven flashes a superior smile, satisfied.
INT. JJJS OFFICE - DAY
Jonah pauses the Blu-ray disc on the image of Kravens
superior smile. He holds up a boxed set: KRAVEN THE HUNTER,
SEASON 1.
JJJ
I want him.
(CONTINUED)
CONTINUED: 15.
ROBBIE
Excuse me?
JJJ
Kraven. Here. In New York.
ROBBIE
Sorry, Im not following-
JJJ
This guy is news. Sales are slow.
Lets bring a little excitement to
this town. Kravens Big Hunt. We
can do a series.
HOFFMAN
This isnt the African Savannah,
Jonah. This is the city. What will
he hunt here?
Jonahs eyes settle on a framed pic of the front page on his
wall, the pic of SPIDER-MAN.
INT. PETERS APARTMENT - NIGHT
MJ is cooking in the kitchen. Peter sneaks up behind her and
kisses her neck.
PETER
You made dinner?
MJ
I know. Brains, beauty, and I can
cook. Face it, Tiger. You hit the
jackpot.
INT. PETERS APARTMENT - LATER
Pete and MJ sit at the table, sharing dessert. The remains
of dinner lay strewn about the table.
PETER
So Doctor Warren hired a new lab
assistant.
MJ
Let me guess. Flash is finally
going after his masters degree?
(CONTINUED)
CONTINUED: 16.
PETER
Not exactly. Gwen Stacy.
MJ pauses mid-bite, then resumes eating. She tries to play
it nonchalant, but of course Peter noticed.
MJ
Thats nice.
PETER
I figured I should tell you now,
instead of you finding out from
someone else later.
MJ
Oh? And why is that, Peter? Do you
have something to hide?
PETER
Of course not. Gwen and I dated
forever ago, but thats in the
past.
MJ
You kissed her, Peter. In front of
hundreds of people.
PETER
I didnt kiss her. Spider-Man did.
MJ throws him a scalding look.
MJ
She just happens to bump into us
when were out on a date. Now she
just happens to get a job as lab
assistant to the one professor
working with Doctor Connors.
PETER
So? Its just coincidence.
MJ
At what point do you stop deceiving
yourself into believing these are
coincidences and starting putting
two and two together? Come on,
Peter. I know youre smarter than
that.
PETER
Youre making a big deal out of
nothing.
(CONTINUED)
CONTINUED: 17.
MJ
Nothing?
Peter smiles his most innocent smile, but he knows hes in
it. MJ stalks away from the table, picks up her cell phone,
and dials.
PETER
What are you doing?
MJ smiles back, anything but innocent. Someone picks up on
the other end.
MJ
Hi, can I have the number for Gwen
Stacy, please? S-T-A-C-Y.
PETER
MJ...
Peter fumbles to his feet as MJ is connected to Gwen.
MJ
Gwen! Its Mary Jane Watson.
(beat)
Im great, thanks. Look, it was
really nice seeing your the other
night. Pete and I were planning on
going out again this week, and I
thought it would be fun if we could
double-date.
(beat)
You do? Fantastic! Im thinking
Stan and Steves, say Thursday
around 8pm?
(beat)
Perfect. See you then!
MJ hangs up, triumphant.
Peter doesnt know what to say. Lucky for him, the POLICE
SCANNER comes to life. Robbery in progress.
PETER
Ive got to go.
The wind out of her sails, MJs shoulders slump as Peter
disappears.
18.
EXT. NYC STREETS - NIGHT
Spidey swings high above a city still bustling with
activity, despite the hour.
Its not long before he comes across the robbery scene.
TWO THIEVES load stolen goods into the back of a cargo van.
One points to the sky.
FIRST THIEF
Its him! Go!
Both thieves drop whats in their hands and jump into the
back of the van. The THIRD THIEF, their driver, peels away
as the back doors slam shut.
Spidey shoots a web toward the back of the van, but his
webbing SLIDES RIGHT OFF. The van speeds away as he lands on
the ground, confused.
Thats when he notices the pile of EMPTY COOKING SPRAY CANS.
SPIDER-MAN
Youve got to be kidding me.
One of the thieves pokes his head out of the passenger
window and LAUGHS at Spidey as the van disappears around a
corner.
INT. CARGO VAN - NIGHT
The passenger turns to the driver and slaps him on the back.
SECOND THIEF
It worked. I cant believe it. It
worked. You, sir, are a bona fide
genius.
EXT. NYC STREETS - NIGHT
The van speeds down the street as Spidey swings after it.
SPIDER-MAN
Its on.
The second thief notices Spider-Man following them, leans
out the window clutching a HANDGUN. He FIRES, but Spidey
dodges the bullets with ease.
The back doors of the van explode outward, and the third
thief adds SHOTGUN FIRE to the mix.
(CONTINUED)
CONTINUED: 19.
SPIDER-MAN
Thank you.
Spidey shoots a web at third thief and YANKS him from the
van. The man tumbles out onto the pavement.
Someone pulls the van doors closed again from the inside, a
split second before Spideys web hits the doors and slides
off again.
Spidey scans the street ahead of the van. He spies an OLD
COUCH, covered with trash, kicked to the curb.
Spidey swings past the the van and WEBS THE COUCH, pulling
it into the street directly in front of the van.
The driver panics and jerks the wheel hard to the left. The
van rolls, hits the couch, flies through the air.
Spidey swings down to the street, swaggers toward the van.
SPIDER-MAN
Another crime foiled, courtesy of
your friendly neighborhood Spi-
A woman SCREAMS.
Spidey spins to face the gathering crowd. In the wreckage of
the couch, he notices a HAND sticking out.
That wasnt garbage on the couch. It was a HOMELESS MAN.
SPIDER-MAN
(to himself)
No...
Fingers point at Spidey. Cameras flash. In every face, he
sees horror and shame.
Spidey slings a web and flees.
EXT. NYC REDSTONE - NIGHT
Perched atop a tall redstone, Spidey removes his mask and
watches the scene unfold beneath him.
The AMBULANCE that arrives might treat the criminals, but
theres no helping the homeless man. The one he just killed.
Peter Parker begins to cry.
20.
INT. DAILY BUGLE - DAY
Jonah sits at his desk, ecstatic, chewing on his cigar.
JJJ
Finally.
In his hands, todays edition of the Bugle. The headline
reads, "SPIDER-MAN: MURDERER!"
EXT. CENTRAL PARK - DAY
Peter sits on the edge of a bench, staring at nothing.
MJ appears at his side. She attempts to console him, fails.
MJ
You didnt know, Peter.
PETER
Thats no excuse. Im supposed to
be helping people.
MJ
You cant help everyone.
PETER
That doesnt mean I have to hurt
them.
Silence.
MJ
Maybe he was already dead.
Peter snorts. He doesnt make eye contact.
PETER
I should turn myself in.
MJ
Will that change anything?
She takes his face in her hands, forces him to look at her.
MJ
You listen to me, Peter Parker. You
have been carrying more than your
fair share of responsibility for
too long now. Youre not perfect.
No one is. This was an accident, a
horrible accident, but its done,
(MORE)
(CONTINUED)
CONTINUED: 21.
MJ (contd)
and it cant be undone. Youre
going to pick yourself up and move
on.
Peter looks at her, unfeeling. She lets go of his face and
looks away.
MJ
We told Doctor Connors that we
would stop by tonight for dinner,
and thats what were going to do.
Okay?
PETER
Sure.
MJ stands. Peter follows suit. She reaches out to take his
hand, but he starts walking away without taking her hand in
his.
INT. DOC CONNORS HOUSE - NIGHT
Doc Connors sits at the head of the table, his wife MARTHA
on one side, his son BILLY on the other.
Pete and MJ sit beside one another. MJ steals a sidelong
look at Gwen, who keeps sneaking glances at Peter. Peter is
lost in a fog.
Miles Warren sits at Gwens side, pointedly ignoring her
infatuation with Peter, struggling to hide his anger.
Doc Connors sets down his silverware, dabs his mouth with
his napkin, stands.
DOC CONNORS
Friends, weve put in countless
hours in the lab, and Ive asked
more of you than I had any right to
ask. Such is the price of
scientific advancement. Tonight, I
have an announcement. A big
announcement.
The excitement around the table is electric. Martha takes
his hand and smiles up at him.
DOC CONNORS
But Im not about to steal anyones
thunder. Let me leave that to our
guest of honor.
(CONTINUED)
CONTINUED: 22.
Confusion around the table.
MILES
Isnt everyone here?
DOC CONNORS
Not quite.
Doc Connors steps into an adjoining room and returns with a
small cage covered in a white sheet.
He places the cage on table and removes the sheet. Inside,
WHELAN sniffs around, unconcerned.
MJ pulls away. She wasnt expecting...
MJ
A rat?
DOC CONNORS
Not just any rat. This is Whelan.
Gwen takes a closer look.
GWEN
Whelan is missing a leg.
DOC CONNORS
Not anymore.
Stunned silence yields to animated conversation, everyone
talking at once. Peter even comes out of his funk long
enough to stare at the rat with a satisfied smirk.
DOC CONNORS
Folks, we have officially made
medical history.
EXT. DOC CONNORS HOUSE - NIGHT
Doc Connors bids his guests farewell.
MILES
Curt, I hardly know what to say. My
mind is racing. How soon can we
begin clinical tests on human
subjects?
DOC CONNORS
Im as anxious as you, Miles, but
we need to exercise patience. We
have more tests to run, more data
to gather. Soon.
(CONTINUED)
CONTINUED: 23.
Miles is disappointed. He would start tonight, given the
choice. He shakes Connors hand and walks off.
GWEN
Thanks for dinner, Doc. See you in
the lab tomorrow. Bye, Pete.
She waves to Peter. Then, almost an afterthought.
GWEN
Bye, MJ.
MJ dons a fake smile for Gwen, then finds an excuse to head
back inside.
MJ
(to Peter)
Im going to help Martha clean up.
Doc Connors heads around the side of the house. He motions
for Peter to follow him.
EXT. DOC CONNORS DRIVEWAY - NIGHT
Billy is shooting hoops in the driveway.
BILLY
Hey, Dad. Hey, Pete.
Peter stands off to one side. Doc Connors signals for his
son to toss the ball his way. He catches the ball and puts
it up. Nothing but net.
DOC CONNORS
Not bad for a one-armed man, huh?
Peter offers up a half-hearted smile.
DOC CONNORS
Whats going on, Parker?
PETER
Excuse me?
DOC CONNORS
Youve been somewhere else all
night. If you had a dog, Id think
someone killed it.
PETER
Sorry. A lot on mind, I guess.
(CONTINUED)
CONTINUED: 24.
DOC CONNORS
Something I can help with?
Peter shakes his head.
PETER
Thanks, but we shouldnt be talking
about me. Your experiment, on the
other hand... pretty exciting
stuff.
DOC CONNORS
You, Miles, and Gwen were
instrumental in making it happen.
(confidential)
I couldnt have done it without you
in particular, Peter.
A moment of understanding passes between the two men.
PETER
About that, Doc. Im not so sure
you should be using that... thing I
dropped off. I mean, we dont know-
BILLY
Heads up.
Peters thought is interrupted as Billy passes the ball to
his dad. It flies right by Doc Connors, passing by the side
with the missing arm.
BILLY
(embarrassed)
Sorry, Dad.
Billy goes after the ball. Doc Connors moves in closer to
Peter.
DOC CONNORS
I havent broken down all of the
chemical compounds yet, but its
only a matter of time. Ill figure
it out, though. Trust me.
PETER
What if you dont?
DOC CONNORS
Then we can say goodbye to any
chance we might have at FDA
approval.
(CONTINUED)
CONTINUED: 25.
PETER
Maybe that stuff is too dangerous.
Maybe we should find another way.
What if there are... side effects?
Connors looks at his son. Billy smiles at his father.
DOC CONNORS
Were scientists, Parker. We do
whats necessary. We cant be
afraid to take risks.
Peter nods, nervous.
INT. AUNT MAYS APARTMENT - DAY
Aunt May is putting dishes away. She winces. An unexpected
hurt.
She pours herself a glass of water, raises it to her lips,
CRIES OUT. She drops the glass. It SHATTERS.
May staggers to the table, sits down. She catches her
breath, then looks at her pills.
Her face is full of worry.
INT. NYU BIOCHEM LAB - DAY
Doc Connors works alone on his computer. Judging from his
expression, things arent going as he had hoped.
DOC CONNORS
Dammit!
He SLAMS his pen on the table, which jars the symbiote in
its test tube. He picks up the tube and stares.
DOC CONNORS
What are you?
A KNOCK at the door. Connors turns.
DOC CONNORS
President Kirby.
An older man stands in the doorway.
PRESIDENT KIRBY
How goes it?
(CONTINUED)
CONTINUED: 26.
DOC CONNORS
Were making significant headway.
PRESIDENT KIRBY
(nodding)
I was afraid of that.
DOC CONNORS
What do you mean?
PRESIDENT KIRBY
Looks, Curt. Youre a good man, and
a brilliant scientist. I hate to do
this, but I wanted you to hear it
from me.
Doc Connors goes pale.
PRESIDENT KIRBY
Attendance has been down for the
last three years, and alumni
relations are struggling. We need
to make budget cuts across the
board just to keep the doors open.
DOC CONNORS
You cant-
PRESIDENT KIRBY
You dont have tenure, and youre
one of the highest paid faculty
members. Weve decided that we need
to fill your position with someone
at a lower pay grade. I... Im
sorry, Curt.
DOC CONNORS
Jack, please. We just made a huge
breakthrough. Its going to change
the world.
PRESIDENT KIRBY
Is it going to fill next years
budget gap?
DOC CONNORS
Well, no. It wont be ready to go
to market for...
Connors words trail off as he sees the look in President
Kirbys eyes.
(CONTINUED)
CONTINUED: 27.
PRESIDENT KIRBY
Im sure youll be successful in
your next position, Curt. Of that I
have no doubt. Im just sorry it
wont be with us.
(beat)
You have until the end of the
semester, but then youll need to
continue your research at another
institution.
President Kirby pats Doc Connors on the shoulder, the one
above his missing arm, and excuses himself.
Doc Connors stands dumbstruck. He looks around is lab,
taking in the familiar surroundings. His eyes rest on the
symbiote, then on Whelan, then on a vial of serum.
His dumbstruck expression succumbs to one of GRIM
DETERMINATION.
He rolls up his sleeve, fills a syringe with the serum, and
INJECTS HIMSELF.
He gently lays the syringe on the table, breathing slowly.
His breathing begins to accelerate, along with his
heartbeat. He hyperventilates, loses his balance.
Doc Connors falls to the floor, out of sight.
THRASHING.
GASPING.
SILENCE.
INT. PETERS APARTMENT - NIGHT
Peter sits on the couch, staring at a blank television
screen. MJ appears. She tosses a jacket at him.
MJ
Come on. Were going out.
PETER
Im not in the mood.
MJ
I know, but I hate seeing you like
this.
(CONTINUED)
CONTINUED: 28.
PETER
Dancing again?
MJ
Nope. Movies. Theres a sci-fi
flick playing down the street.
PETER
You hate sci-fi.
MJ
Yeah, but I love you.
A faint smile crosses his lips.
MJ
Before we go, there is one little
thing you should know.
PETER
Whats that?
MJ
Remember that double-date we
canceled on last week?
EXT. MOVIE THEATER - NIGHT
Gwen waves excitedly at Pete and MJ.
GWEN
Over here!
Pete and MJ stroll up, arm-in-arm. MJ has her arm wrapped a
little too tightly around Petes.
MJ
Hey, Gwen. How are you?
GWEN
Doing great. You?
MJ
Couldnt be better.
Pete reaches out to Gwens date, refusing to take part in
the game.
PETER
Peter Parker
(CONTINUED)
CONTINUED: 29.
RICK
Rick Jones.
PETER
Nice to meet you, Rick.
MJ
Lets go inside, shall we?
INT. NYU BIOCHEM LAB - NIGHT
The lab is dead silent.
Then, a GREEN SCALY CLAW reaches from behind the desk and
SLAMS down on the surface.
The LIZARD rises, wearing whats left of Doc Connors
clothes. The Lizard licks at the air.
When he sees his reflection, he goes BERSERK and begins
destroying the lab.
EXT. MOVIE THEATER - LATER
MJ and Peter emerge from the crowd. Gwen and Rick are close
behind.
PETER
Well, guys. This was nice, but we
should-
MJ
Lets not call it a night just yet.
You guys up for ice cream?
GWEN
Sure.
MJ
Theres a nice little place over on
Amsterdam Ive been dying to check
out.
GWEN
Thats a bit of a walk.
MJ
We can cut through the park.
(CONTINUED)
CONTINUED: 30.
RICK
At night?
PETER
(to MJ)
Yeah, MJ. At night?
MJ takes Peters arm again.
MJ
You can protect me.
Gwen takes Ricks arm.
GWEN
I guess its not that far.
Peter and Rick exchange knowing glances as both women smile
at one another. The women lead their boyfriends into Central
Park.
At night.
EXT. NYC STREETS - NIGHT
The Lizard emerges into the night through an open window. He
stares at the street below, confused and angry.
He decides to go up instead.
EXT. NYU ROOF - NIGHT
The Lizard looks around the city. So many lights, so much
noise. He looks for something safe, something peaceful.
In the distance, he spies the trees of CENTRAL PARK.
The Lizard bounds from wall to wall, roof to roof, on his
way to Central Park.
EXT. CENTRAL PARK - NIGHT
Peter and MJ lead the way. MJ nods toward a tree.
MJ
Peter and I sometimes come here to
watch the sky. If you go deep
enough into the park, you can
actually see stars.
(CONTINUED)
CONTINUED: 31.
GWEN
Sounds romantic.
Nearby, a RUSTLE from the bushes.
All four of them stop cold.
GWEN
What was that?
MJ
Probably an animal. Maybe a
squirrel?
A low GROWL emanates from the bush. MJ and Gwen
instinctively move behind Peter and Rick.
MJ
Or maybe a dog.
An ENORMOUS CREATURE bursts from its hiding place and ROARS.
THE LIZARD.
He stands nearly seven feet tall, towering over them. Saliva
drips from razor-sharp fangs as he licks at the air with his
tongue. His tail flicks back and forth, agitated.
Gwen SCREAMS.
PETER
Run!
MJ, Gwen, and Rick all take off the way they came. Peter
holds back.
MJ
Peter!
Peter throws her a look, then turns to face the Lizard.
PETER
Easy now, fella.
Peters SPIDER-SENSE goes off just in time. The Lizard whips
his tail around, but Peter dodges it as he flips through the
air and lands on a nearby rock.
The Lizard doesnt hesitate. He lunges after his prey, his
fists coming down hard and fast. Peter jumps out of the way
as the Lizards fists SHATTER the rock.
Peter and the Lizard face-off, neither one making a move.
Thats when Peter notices the name tag.
(CONTINUED)
CONTINUED: 32.
DOCTOR CONNORS.
PETER
(confused)
Doc?
The Lizard senses Peters disorientation and strikes. The
two tumble to the ground, grappling. Peter webs the Lizard
out of desperation, and the Lizard thrashes about.
Peters not quick enough this time. The Lizards tail comes
around and CLOCKS Peters head.
Peter flies across the grass and hits the ground, dazed. The
world around him fades to darkness, returns, fades again.
At the sound of MJs SCREAM, he snaps back to his senses.
PETER
MJ!
He runs in the direction of the scream, his face a mask of
terror. Images race through his mind of all the horrible
things that creature could do to MJ.
Peter enters a clearing and sees MJ crouched on a low branch
of a tree. The Lizard stalks closer, preparing to climb.
PETER
No!
The Lizard just as Peter SLAMS into him. Peter unleashes a
flurry of blows. Their eyes lock.
In them, Peter sees something human, a shadow of the good
doctor.
Peter hesitates, and the Lizard darts away into the
darkness.
Peter helps MJ down from the tree. They embrace. MJ cries
into his shoulder.
MJ
Im sorry, Peter. I shouldnt have-
PETER
Sh. Its okay. Nobody got hurt.
In the silence, they hear SOBBING.
Peter and MJ run through the bushes and find Gwen kneeling.
Ricks lifeless form lies before her.
33.
Gwen looks up at Peter and MJ, but none of them knows what
to say.
INT. DAILY BUGLE - DAY
Jonah is up out his seat, pacing. Hes ridiculously excited.
JJJ
Freaks. I may hate em, but they
sell papers.
ROBBIE
Jonah, a boy got killed.
JJJ
Tragic.
He observes an uncharacteristic moment of silence, then
CLAPS his hands together.
JJJ
Okay, so what do we call this
thing?
HOFFMAN
What about-
JJJ
Try again.
HOFFMAN
I was thinking-
JJJ
Nope. Needs to be catchy.
HOFFMAN
Maybe we could call it-
JJJ
It needs to pop. Something big.
HOFFMAN
(exasperated)
Just call it The Lizard!
JJJ stops pacing. Hoffman cringes, sure hes in for it.
JJJ
Hoffman...
JJJ stalks toward him. Here it comes.
(CONTINUED)
CONTINUED: 34.
JJJ
Thats brilliant. The Lizard. I
love it.
(beat)
You deserve a raise.
Hoffman stutters as JJJ walks over to his desk and pushes
the intercom button.
JJJ
Brant, give Hoffman a-
Somethings wrong. He pushes the button again and again.
JJJ
Huh. Stupid thing must be broken.
HOFFMAN
I can go tell her. She sits just
outside your-
JJJ
No time. I need you downstairs.
Heres the headline: "NYC At The
Mercy Of The Lizard!"
HOFFMAN
Sure thing. Right after I-
JJJ
Youre still here? Now, Hoffman!
Move!
Hoffman scurries out of the office.
JJJ
Its not enough, Robbie. This
Lizard will sell a few papers, we
need to keep this story going.
ROBBIE
How?
Jonah walks back to his desk, presses the intercom button
again.
JJJ
Brant, get me-
He realizes that its still broken.
(CONTINUED)
CONTINUED: 35.
JJJ
(yelling)
Brant!
Betty Brant stands from her desk outside Jonahs office. She
walks to the door.
BETTY
Yes, Jonah?
JJJ
Get me Kraven the Hunter.
BETTY
Yes, Jonah.
She turns to walk away.
JJJ
Brant!
Infinitely patient, she turns back around.
BETTY
Yes, Jonah?
JJJ
Send someone in here to fix this
intercom.
Betty walks over to his desk and flips a switch on the side
of the intercom, releasing the MUTE BUTTON.
She looks up at Jonah, smirking, before she walks out of the
office.
EXT. NYC STREETS - DAY
A NEWS VENDOR waves the latest edition of the Bugle above
his head. Passers-by scramble for a copy.
On his way to class, Peter grabs his own copy. One look at
the headline, and hes FURIOUS with Jonah.
INT. NYU BIOCHEM LAB - DAY
Peter has to sweet talk his way past a POLICE OFFICER to
gain entrance to the lab.
The place is in shambles. Peter notices Miles Warren talking
to a DETECTIVE and makes a beeline toward them.
(CONTINUED)
CONTINUED: 36.
MILES
... about 10pm last night. Peter!
PETER
What happened?
MILES
Someone broke into the lab last
night and did... this.
Miles waves his hand around, at a loss for words to describe
the destruction.
PETER
Why would someone destroy the lab?
DETECTIVE
We spoke with President Kirby. It
appears that Doctor Connors was
going to be released from his
position later this year.
PETER
Now wait a minute. Theres no way
Doc Connors could-
DETECTIVE
You havent seen Doctor Connors
recently, have you?
Peter shakes his head, but an image of the Lizard flashes
before his minds eye.
PETER
I saw him a couple of nights ago.
We had dinner at his place. He
showed us the results of our
research.
DETECTIVE
I hope you guys keep back-ups.
He signals to the shattered remains of a nearby computer.
MILES
The detective thinks that Curt may
have destroyed the lab out of
spite. All of our research is gone.
PETER
What about Whelan?
Miles gestures to Whelans cage, the tiny bars torn open.
(CONTINUED)
CONTINUED: 37.
PETER
Its all gone? All of it?
Miles nods. Peter doesnt notice Miles hand as it slips to
his lab coat pocket, tucking away the SYMBIOTE CONTAINER so
it doesnt stick out at all.
PETER
Maybe someone else did this. Maybe
they kidnapped the Doc.
The detective rolls his eyes.
DETECTIVE
Whoever did this, well find them.
The detective walks away.
MILES
Peter, I havent seen or heard from
Curt since our dinner party. Im
worried.
PETER
Me, too.
Together, they survey whats left of the lab.
INT. NYC SEWERS - NIGHT
A HOMELESS MAN sits by a makeshift fire, warming up a can of
beans. At his side, his faithful MUTT.
HOMELESS MAN
Mmm, smells good. Im so hungry, I
could eat a horse. How about you?
The dog looks up, WHINES.
HOMELESS MAN
Dont worry, Rex. Ill save you
some.
The dog GROWLS. It senses something down the tunnel,
something just outside of the light.
HOMELESS MAN
Whos there?
LIZARD (O.S.)
Ssssso hungry...
The homeless man relaxes.
(CONTINUED)
CONTINUED: 38.
HOMELESS MAN
Theres enough to go around, fella.
Come on out where-
Rex barks and takes off into the darkness, toward the
visitor.
HOMELESS MAN
Rex, no! Bad dog!
The homeless man hears the struggle. Rexs growling is
dwarfed by something much deeper from something much larger
than a dog.
Rex whines in pain, then... silence.
HOMELESS MAN
(terrified)
Rex?
SPLASHING, footfalls in water, getting closer.
TWO YELLOW EYES gleam in the darkness, staring at the
homeless man.
LIZARD
Ssssso hungry...
The last thing the homeless man sees are HUGE, DRIPPING
FANGS set in an ENORMOUS, GAPING MAW.
EXT. AIRSTRIP - DAY
A THRONG OF FANS waves banners and cheers wildly as Kravens
private jet rolls to a stop. The engines power down, the
door pops open, and the stairs come out.
Kraven appears in the door, bare-chested, wearing his
trademark LIONS MANE VEST. Hes flanked by his SECURITY
DETAIL, three men who looks mean as hell.
The crowd loses it. This guys more popular than the Pope.
Kraven descends the stairs with grandeur, basking in the
adoration of his fans. J. Jonah Jameson stands at the bottom
of the stairs, arms crossed, smiling.
Kraven stops at the bottom of the stairs. Jonah extends a
hand in greeting. Kraven doesnt accept.
(CONTINUED)
CONTINUED: 39.
KRAVEN
Where is the news crew?
Jonah pulls Hoffman forward.
JJJ
Right here.
Kraven surveys Hoffman with distaste. He leans back to a
member of his security detail and whispers in Russian.
KRAVEN
<You said there would be cameras,
Dmitri.>
DMITRI
<There will be, once we placate
this idiot. Hes promised extensive
coverage in his paper in exchange
for an exclusive story.>
Kraven scowls.
DMITRI
<This will be your finest hunt.>
Kraven smiles. He finally accepts Jonahs hand.
KRAVEN
It is an honor and a pleasure. I am
excited to begin the hunt. I have
already prepared a place on my
trophy wall for the Lizards head.
JJJ
Right. Well, time is money. Lets
get cracking. Parker!
Peter emerges from the throng.
JJJ
What am I paying you for, Parker? I
need something for the front page.
Peter raises his camera and snaps a shot of Kraven.
INT. PETERS APARTMENT - NIGHT
Peter rushes in the door, unloading his gear without
breaking stride.
(CONTINUED)
CONTINUED: 40.
MJ
Howd the Kraven thing go?
PETER
I have to find the Lizard before he
does.
MJ
Why?
PETER
If I dont, Kraven will butcher
him.
MJ looks up.
MJ
Why the sudden concern for that
monster?
Peter hesitates. MJ hones in on the change.
MJ
Peter, what arent you telling me?
PETER
I dont know for sure, MJ, but I
think the Lizard may be Doc
Connors.
MJ
What?
PETER
This Kraven guy is all smiles for
the cameras, but I saw him today. I
looked into his eyes, and hes a
killer. The only thing going for me
is that he wont kill the Lizard
without his camera crew there. All
I have to do is find the Lizard
before he does.
Peter opens his closet, dons his Spider-Man costume. He goes
through his gear and pulls out a GPS tracking device, along
with a few TINY METALLIC DISCS.
SPIDER TRACERS.
MJ
And what then?
(CONTINUED)
CONTINUED: 41.
PETER
I dont know yet. Ill figure it
out when the time comes.
MJ
What if you get hurt?
PETER
Thats a risk Im willing to take.
Besides, it would be a nice change
from me doing the hurting.
MJ
Peter...
Peter tucks the Spidey tracer into his belt, pulls his mask
down, and heads to the window. MJ grabs his arm and pulls
him back.
She lifts the lower half of his mask and kisses him.
She puts the mask back and steps away.
MJ
Come back to me.
Peter considers his response, opts against saying anything.
Instead, he shoots a web out the window and swings off into
the night.
EXT. NYC STREETS - NIGHT
Spider-Man swings between buildings, scanning the streets
below.
SPIDER-MAN
Come on, Doc. Where are you?
As if in answer, his SPIDER-SENSE tingles.
Below, he spies a group of teens playing a late night game
of pick-up basketball.
None of them notice the SEVEN-FOOT SHADOW watching them from
a nearby alley.
SPIDER-MAN
Found you.
Spidey swings toward the basketball court.
42.
EXT. BASKETBALL COURT - NIGHT
One of the teens passes the ball to another. The pass goes
wide, rolls into the alley.
FIRST TEEN
Come on, Mikey!
SECOND TEEN
Our ball.
MIKEY
I got it, I got it.
Mikey runs toward the alley.
EXT. ALLEY - NIGHT
The alley is littered with garbage and shadows. Mikey stops
at one end and scans for the ball.
There it is.
He steps in, cautious. He bends down to pick up the ball.
When he does, something DRIPS onto his hand.
MIKEY
Ewww.
Mikey straightens and looks up. Hanging from the fire escape
is the Lizard, his jaws wide open and ready to bite.
Before Mikey can react, a mass of WEBBING covers the
Lizards face, gluing his jaw shut.
SPIDER-MAN
Run, kid!
Mikey doesnt need to be told twice. He bolts.
Spidey lands between the Lizard and the kid. He watches
Mikey run, making sure hes safe.
He turns back to face the Lizard just as the creature RIPS
the webbing free. Spidey holds up his hands, placating.
SPIDER-MAN
Doc Connors. Curt. I know youre in
there. I want to help.
The Lizard regards him with curiosity.
(CONTINUED)
CONTINUED: 43.
Spider-Man takes a step forward.
SPIDER-MAN
Just come with me and-
His SPIDER-SENSE goes off. He moves his hand just in time to
avoid having it bitten off at the wrist.
Unfortunately, he forgets about the damn tail. Again.
The force of the tail-whip sends Spidey flying out of the
alley.
EXT. BASKETBALL COURT - NIGHT
Spidey lands hard on the pavement. The kids are still
hanging around the court, some confused, others curious.
They cheer up at the sight of Spider-Man.
FIRST TEEN
Spider-Man? What are you doing
here?
The Lizard jumps from the alley and lands in the middle of
the court. He scans the teens all around him.
LIZARD
Ssssso hungry...
The Lizard pounces at the nearest teen, but Spidey launches
himself from the pavement and kicks the Lizard in the face.
The Lizard shakes off the attack. If he can get his hands on
one of these screaming kids, he can steal the kid away and
enjoy his dinner in peace.
For every kid he goes after, Spider-Man is right there to
stop him. Poor Spidey takes a helluva pounding for his
trouble.
Once all the kids are off to safety, the Lizard turns his
full fury on Spider-Man, biting and slashing and whipping.
Spidey slips and falls on his back, and the Lizard is quick
to pounce. Desperate, Spidey tries the only thing he can
think of.
He removes his mask.
(CONTINUED)
CONTINUED: 44.
SPIDER-MAN
Its me, Doc! Parker! Peter Parker!
The Lizard hesitates.
LIZARD
... Parker?
The Lizard stands and looks at his claws as if seeing them
for the first time.
Spidey struggles to his knees.
The Lizard looks back at Spidey, his eyes somehow more human
than they were a moment ago. Without warning, the eyes
shift, and the animal is back.
The Lizard ROARS and darts toward an alley.
Spidey tries to follow, but hes exhausted. Instead, he
pulls out the Spidey tracer and throws it with uncanny
accuracy. It clings to the Lizards tattered clothing as he
disappears into the darkness.
Spidey pulls his mask back on and staggers away, struggling
to remain conscious.
INT. PETERS APARTMENT - NIGHT
MJ lounges on the sofa, pretending to read a magazine. Her
eyes keep drifting toward the window.
She looks down for a second, hears a sound, then looks back
up.
Peter appears seemingly out of nowhere. Whats left of him,
anyway. He looks like hell.
MJ
Peter!
Shes on her feet in an instant, racing toward him. He
stumbles, falls into her arms.
PETER
(weak)
Hey, MJ. I got a little banged up.
MJ
Peter...
(CONTINUED)
CONTINUED: 45.
PETER
(weak)
Ill be okay. I just need... a
little...
He passes out. MJ cradles him, unsure what else she can do.
INT. PETERS APARTMENT - DAY
Sunlight.
Peter wakes up, squinting. His wounds have been bandaged.
He tries sitting up, winces. Cracked ribs, maybe broken.
MJ (O.S.)
How are you feeling, Tiger?
MJ walks in with breakfast on a tray.
PETER
Ive been better.
He forces himself to sit up. MJ holds the juice glass to his
lips as he sips.
MJ
You had me worried.
PETER
Ive been through worse.
MJ
I hate seeing you like that.
PETER
Doc Connors needs my help, MJ. If
this is the price I have to pay, so
be it.
MJ
Is this really about him?
Peter doesnt answer.
MJ
How much longer are you going to
punish yourself, Peter? When will
it be enough?
(CONTINUED)
CONTINUED: 46.
PETER
I can take it.
MJ
What about me?
His expression tells her he hadnt thought of that.
A KNOCK at the door.
MJ looks panicked.
PETER
Its okay. If they ask questions,
well tell them I got jumped on the
way home from the store.
She nods, leaves to answer.
Peter reads the headline on the paper MJ brought with his
breakfast: "KRAVEN CLOSE TO FINDING THE LIZARDS LAIR"
In the hallway, muffled voices. Womens voices. The door the
bedroom opens.
In walks Gwen Stacy. Her hands go to her face.
GWEN
Peter, what happened?
Peter shrugs.
PETER
I didnt see much. Just the
pavement rushing up to greet me.
GWEN
Are you okay?
Peter nods. Gwen instinctively moves to the bed, puts
another pillow behind his head.
GWEN
Is that better?
PETER
Well... yeah, it is.
MJ cant believe this. Gwens moving in on Peter, in their
own apartment! MJ steps in, picks up a piece of toast.
(CONTINUED)
CONTINUED: 47.
MJ
Here, Peter. You need to get your
strength back. Eat.
She shoves it toward him, almost forceful.
GWEN
When was the last time you had your
bandages changed.
She rummages around the room.
GWEN
I used to do this stuff for my dad
when he was still a patrolman.
Bathroom, maybe?
She leaves the room. MJ follows her.
Peter struggles to his feet to follow MJ.
INT. PETERS APARTMENT - DAY
Peter emerges to find MJ and Gwen fighting over a box of
gauze pads.
MJ
I just changed them a few hours
ago.
GWEN
They look like they need changed
again.
AUNT MAY (O.S.)
Peter!
All three turn to see May standing in the doorway, having
let herself in.
PETER
Hey, Aunt May.
AUNT MAY
What in the world happened to you?
PETER
I got mugged on the way home from
the store last night.
(CONTINUED)
CONTINUED: 48.
MJ
Two nights ago.
PETER
Two nights ago?
AUNT MAY
Have you been to the hospital?
PETER
Uh, yeah. Just got back today. MJs
been taking good care of me.
MJ doesnt try to hide a smug smile. Gwen is crestfallen.
AUNT MAY
Well, no one knows how to take care
of you like your Aunt May. Lets
get you back to bed and-
May walks toward Peter, loses her footing, swoons.
PETER
May!
It hurts him to move so fast, but hes at Mays side in a
heartbeat, supporting her.
AUNT MAY
Sorry. Got light-headed for a
minute.
PETER
Are you okay?
AUNT MAY
Im fine. Ive just been having
dizzy spells here and there.
PETER
Maybe you should see a doctor.
AUNT MAY
Its such a hassle, trying to get
to the doctor-
PETER
Ill take you. Just let me know
when. Please, Aunt May.
She regains her composure.
(CONTINUED)
CONTINUED: 49.
AUNT MAY
Ill call later on. Right now, its
you we need to take care of, Peter.
Lets get you back to bed.
Peter lets himself be led back to his room. On the way, he
sneaks a worried look at MJ, who returns it.
EXT. NYC STREETS - DAY
Kraven is on the prowl, his camera crew close behind.
IRWIN
Have you seen any pictures of this
thing?
CAMERAMAN
Cant be any worse than that
crocodile he caught in the Amazon.
A look crosses Irwins face.
CAMERAMAN
Can it?
KRAVEN
Here!
Kraven stands over one of the citys countless manhole
covers. His crew follows, their cameras focused on Kraven.
Kraven gestures toward the manhole cover. The cameraman pans
down, revealing...
BLOOD. And its fresh.
IRWIN
What now, sir?
Kraven reaches down with one hand and removes the manhole
cover. Damn, this guys strong!
KRAVEN
Now, we go in.
Kraven disappears into the open manhole.
50.
INT. NYC SEWERS - DAY
Kraven leads the way through filth and muck with a
predators grace. He scans his surroundings, absorbing the
sights, the sounds, the smells.
His camera crew faithfully follows.
As soon as the last crew member hits the ground, Kraven is
on the move.
KRAVEN
This way.
They move as quickly as they can, barely keeping pace.
No one notices the soft splashing of someone, SOMETHING,
following close behind them.
INT. NYC SEWERS - LATER
Kraven approaches the homeless mans burnt out campfire.
Whats left of the mans body is still there.
Kraven creeps toward the body on all fours, acting more like
an animal than a man. He SNIFFS the body.
The camera crew records the entire scene, awestruck.
SPIDER-MAN (O.S.)
And I thought my room was messy.
Irwin SHRIEKS, drops the camera. His crew scrambles to save
it from the muck.
Kraven isnt surprised.
KRAVEN
I was wondering when youd reveal
yourself, Spider-Man. Youre as
subtle as a rampaging elephant.
IRWIN
(whispering to crew)
I thought that was pretty freakin
subtle.
Spidey lowers himself to stand beside Kraven. Kraven towers
over him.
(CONTINUED)
CONTINUED: 51.
KRAVEN
Have you come to help with my hunt?
SPIDER-MAN
Not exactly. Ive come to ask you
to back off.
KRAVEN
(surprised)
What?
SPIDER-MAN
I cant go into details, but I have
reason to believe the Lizard isnt
an animal at all. Hes a human
being.
KRAVEN
Hes a murderer Hell make a fine
trophy.
SPIDER-MAN
You cant kill him.
KRAVEN
You cant stop me.
The two men edge closer, neither one backing down. Spidey
pokes a finger into Kravens chest, into the lions mane.
SPIDER-MAN
Watch me.
Spidey leaps backward and disappears into the darkness.
Kraven calls after him.
KRAVEN
The race is on, Spider. To the
winner go the spoils.
INT. AUNT MAYS APARTMENT - DAY
May sits on her couch, dressed and ready for her doctors
appointment.
She keeps glancing between the door and her watch.
AUNT MAY
Oh, Peter. Where are you? Im going
to be late.
She glances at her watch again, then at the phone.
Reluctantly, she picks it up and dials.
(CONTINUED)
CONTINUED: 52.
AUNT MAY
Yes, I need to have a cab come pick
me up please.
INT. PETERS APARTMENT - DAY
Peter comes swinging home. MJ is surprised.
PETER
Kraven found another body, MJ. And
he found the Lizards lair. Hes
close.
MJ just stares at him.
PETER
What?
MJ
Why arent you at Mays doctor
appointment?
Peters eyes dart to the wall clock. A frustrated cry
escapes him as he strips from his Spidey suit and into his
street clothes.
He rushes out the front door.
INT. AUNT MAYS APARTMENT - DAY
Peter bursts through the front door.
PETER
Sorry Im late, Aunt May. I got
held up at...
His words trail off in the empty apartment.
PETER
Dammit.
He hangs his head. His eyes fall on a copy of the Bugle,
featuring a full color of Kraven on the front page.
Peter deliberates for a moment, then leaves Mays apartment.
53.
INT. DOCTORS OFFICE - DAY
May sits across the desk from a YOUNG DOCTOR. They shake
hands.
The doctor wears a fake smile. May watches the smile fade
into a grim expression as the doctor begins to speak.
Mays expression begins to falter with each word the doctor
utters.
When the doctor stops talking, a tear rolls down Mays
cheek.
INT. MILES WARRENS OFFICE
The symbiote sits on Miles desk. Miles just stares at it.
MILES
What are you?
Peter enters unannounced. Miles deftly sweeps the symbiote
into an open desk drawer.
PETER
I need your help, Doctor Warren.
MILES
Peter, Ive got a lot of work on my
plate. Perhaps you can come back
another-
PETER
Doc Connors is the Lizard.
Stunned silence.
MILES
Excuse me?
PETER
We had a conversation that night we
all had dinner together. He was
determined to see this experiment
through, no matter what. I think
when he got word that they were
going to fire him, he used the
serum on himself.
MILES
Youre telling me that instead of
regrowing a lost limb, the serum
(MORE)
(CONTINUED)
CONTINUED: 54.
MILES (contd)
weve been working on has turned
Doctor Connors into a human-lizard
hybrid? You really think thats
possible?
PETER
Yeah, I do. Trust me on that one.
Miles ponders this information, but Peter interrupts his
train of thought.
PETER
Were you able to salvage anything
from the experiments? Anything at
all?
MILES
Some of the earlier notes, but-
PETER
Is it enough to develop a serum to
nullify the effects of the serum he
injected himself with?
Miles considers.
MILES
With the information I have
on-hand... yes, that could be
possible.
Peter turns to leave.
PETER
Then get started.
MILES
Wait. Where are you going?
PETER
To find Doc Connors before he hurts
anyone else.
(under his breath)
And before someone hurts him.
EXT. NYC STREETS - NIGHT
The Lizard slinks in the shadows of a trash-strewn alley.
Under a streetlight, a BUSINESS MAN chatters busily on his
cell phone. When he meanders in front of the alley, the
Lizard reaches out and SNATCHES him.
55.
EXT. ALLEY - NIGHT
The business man cowers at the feet of the Lizard,
terrified.
Saliva drips from the Lizards fangs. He leans in for the
kill, then hesitates. His tongue flicks out. Something in
the air...
The Lizard looks up. High above, perched on a ledge, is
Kraven the Hunter. Hes grinning from ear to ear.
Kraven drops into the alley, cat-like, and starts pacing.
The Lizard is coiled defensively, ready for any attack.
Kraven stops pacing, steps back.
KRAVEN
This is your lucky night.
He looks left and right.
KRAVEN
No cameras.
With a subtle flick of his wrist, Kraven plants a HOMING
DEVICE on the remains of the Lizards lab coat.
The business man crawls toward Kraven, babbling.
BUSINESS MAN
Thank you, thank you, thank you.
KRAVEN
For what?
The business man stops. Kraven locks eyes with the Lizard.
KRAVEN
A dying animal deserves a last
meal.
Kraven turns his back and walks out of the alley.
His face remains impassive at the sound of the business
mans dying SCREAM.
56.
INT. AUNT MAYS APARTMENT - DAY
Aunt May busies herself in the kitchen as the news plays on
a television in the background. The doorbell RINGS.
She opens the door a very dejected Peter. He holds up a
cheap BOUQUET OF FLOWERS.
PETER
Im sorry.
May tries to put on a stern face, but shes never been able
to stay mad at him. She breaks into a sad smile.
AUNT MAY
Come in, Peter.
She walks to the kitchen and rummages around for a flower
vase. Peter sneaks a fresh-baked cookie while her back is
turned.
May finds her vase.
PETER
So what did the doctor say?
May hesitates.
AUNT MAY
Oh, you know doctors. Always
fearing the worst.
Peter swallows hard.
PETER
The worst? Aunt May, is there
something-
AUNT MAY
Have a seat, Peter.
May and Peter sit at opposite ends of the kitchen table. May
composes herself.
AUNT MAY
A lot has happened over the past
few years. When Ben died, I thought
Id never get over it. I cant tell
you how many nights Ive woken up
and reached for him, only to
realize that he wasnt there, that
hed never be there again.
(CONTINUED)
CONTINUED: 57.
Peter is enthralled, but out of the corner of his eye he
notices Kraven on the news broadcast.
AUNT MAY
And I still miss him. Every day.
But Ive come to accept that hes
gone. Its taken time, but Im
finally okay. When we lose someone
we love, we need time to heal, and
we need people around us to help us
through the sad times.
She reaches out and takes Peters hand in hers.
AUNT MAY
You were that person for me, Peter,
and Im thankful to have you in my
life.
(beat)
Hows MJ doing?
PETER
Huh? Oh, shes fine. Shes doing
okay.
Peters eyes drift to the screen again. The caption reads,
"KRAVEN TO CAPTURE THE LIZARD, LIVE!" He doesnt hear Mays
next words.
AUNT MAY
I need to know that youve got
someone, Peter. Someone to help you
through the sad times. When will
you ask MJ-
Peter stands. His hand slips from Mays grasp.
PETER
Speaking of MJ, I just remembered
that I promised to meet her
downtown. Im sorry, Aunt May. I
have to run.
May moves to stop him, but changes her mind. She has more to
say, but she can tell his mind is elsewhere.
She doesnt get up as she watches him go.
58.
EXT. NYC STREETS - DAY
Kravens crew circles around him. Irwin toys with a handheld
GPS device.
IRWIN
Were getting closer. There.
He points to a set of stairs that lead to the subway.
Kraven snatches the device from the cameramans hand and
examines it for himself. The electronic signal begins to
break up.
KRAVEN
Stupid equipment. Not nearly as
reliable a mans own senses. If
this city didnt stink so much...
Nearby, a YOUNG FAN in a Kraven t-shirt overhears the
comment.
Kraven notices the fan and forces himself to smile. It comes
off more like hes baring his fangs.
The young fan turns and runs away.
Kraven chuckles to himself.
KRAVEN
(to his crew)
Come on. Lets go.
He leads his crew beneath the city streets.
INT. NYU BIOCHEM LAB - DAY
Miles and Gwen are back in the lab. Its cleaned up, and
theyre trying to get back to work.
Peter rushes in.
PETER
Doctor Warren! Do you-
He skids to a stop.
PETER
Gwen. Hey.
(CONTINUED)
CONTINUED: 59.
GWEN
Hey, Peter.
MILES
Gwen, can you run back into the
chemical closet and get me some
magnesium, please?
GWEN
Sure.
When Gwen leaves, Peter leans in toward Miles.
PETER
The serum. Is it ready?
Miles produces a vial.
MILES
I have a batch based on partial
notes. I still need to-
PETER
I need it now.
MILES
I dont know if it will work.
PETER
We have to try.
Peter turns to leave. At the door, he bumps into Gwen.
GWEN
Where are you off to in such a
hurry?
PETER
Just trying to save the world, one
person at a time.
Peter brushes past her on his way out the door. Gwen stares
after him, perplexed.
INT. NYC SUBWAY - DAY
Kraven stalks through the subway tunnels. He signals, and
the security detail accompanying the camera crew dons their
NIGHT VISION GOGGLES as they check their RIFLES.
Kraven himself doesnt wear any gear.
60.
INT. NYC SUBWAY - LATER
Kraven emerges into a large chamber. Far below them, the
Lizard feasts on his latest kill.
KRAVEN
(to himself)
Perfect.
He motions for his team to take positions to get the best
camera angles. The entire exchange is silent, but they
respond with military precision.
Kraven unsheathes an ENORMOUS KNIFE. He moves in on his
prey. He moves with a fluid grace, absolutely silent.
The Lizard flicks out his tongue, tasting the air. He spins
Kraven and the Lizard face one another.
KRAVEN
Your time has come. Die with honor.
Kraven leaps at the Lizard, snarling, blade out. The Lizard
recoils and tail-whips Kraven, sending the Hunter sprawling.
Kraven jumps to his feet, unfazed. He ROARS and throws
himself back into the fray.
The two SNARL and SLASH at each other. The Lizard snaps his
powerful jaws, but Kraven deftly dodges the razor-sharp
fangs.
The Lizard overextends, and Kraven gets behind him. The
Hunter pins the Lizard to the ground by thrusting his knife
through one of the Lizards claws.
The Lizard HOWLS in agony.
Kraven gloats. He signals to his security detail, and a
SPEAR is tossed at his feet. Kraven picks up the new weapon.
KRAVEN
Youre a worthy opponent, and this
has been my greatest hunt. Your
head will take a position of honor
on my wall.
Kraven raises the spear over his head and brings it down.
At the last second, its pulled to one side by a WEB. The
spear snaps in half as Kraven drives it into the ground.
(CONTINUED)
CONTINUED: 61.
Kraven looks up and sees Spider-Man clinging to a nearby
wall.
KRAVEN
How did you find me?
SPIDER-MAN
I just followed the sound of the
rampaging elephant.
Kraven pats himself down and finds a SPIDER TRACER in the
mane of his lion vest. He throws it to the ground and
crushes it beneath his heel.
SPIDER-MAN
Was that really necessary?
Spidey jumps to the ground. He sees the Lizard pinned down
with a knife, and the jokes stop.
SPIDER-MAN
Dont worry, Doc. This will be over
soon.
Recognition in the Lizards eyes. He stops thrashing.
Spider-Man steps closer, producing the vial. Kraven grabs
Spideys wrist.
KRAVEN
What are you doing?
SPIDER-MAN
Hes not an animal. Hes a human
being. Im helping him.
Kraven pulls Spider-Man close and whispers.
KRAVEN
I dont care.
Lightning fast, Kraven grabs the vial with his free hand and
tosses the vial toward the wall.
Equally fast, Spider-Man webs the vial and pulls it back the
instant before it would have impacted and shattered.
Kraven grabs the head of the spear and lunges toward the
Lizards neck.
Spider-Man attacks Kraven with his free hand, struggling to
keep the vial safe. Kraven instantly senses the weakness,
tries to shatter the vial once, then again. Spidey deflects
each attack.
(CONTINUED)
CONTINUED: 62.
Kraven finally manages to wrest the vial free, knocking
Spidey to the ground, hard.
Dazed, Spidey slings a web in desperation. He catches the
vial and swings it toward the Lizard. The Lizard snaps at
the vial, breaking the glass, swallowing the liquid.
The effect is almost instantaneous.
Kraven and Spider-Man continue to fight as the Lizard
changes back into Doctor Curt Connors before the astonished
eyes of Kraven and his crew.
The knife stays embedded in the ground as Doc Connors
missing arm shrinks into nothingness.
Kraven overcomes Spider-Man as the transformation completes.
He spins, ready to kills the Lizard.
Doc Connors lies shivering on the ground, human again.
Kraven is speechless.
Spidey steps in and scoops Doc Connors into his arms. He
speaks to the camera crew.
SPIDER-MAN
This man, this scientist, was
working on the ability to
regenerate missing limbs. He was on
the brink of making one of the most
significant scientific
contributions to humanity and
decades, and you tried to kill him.
For what? Ratings?
EXT. TIMES SQUARE - DAY
The scene plays out on the giant screens that tower above
Times Square.
Hundreds of New Yorkers watch as Kraven is humiliated.
INT. JJJS OFFICE - DAY
Jonahs cigar falls from his mouth.
He presses the intercom button.
(CONTINUED)
CONTINUED: 63.
JJJ
Miss Brant, tell Hoffman to stop
the presses. We need to run a new
headline.
EXT. NYC STREETS - DAY
A news vendor flashes the latest edition of the Bugle.
The headline reads, "SPIDER-MAN SAVES SCIENTIST"
INT. PETERS APARTMENT - DAY
Peter and MJ share a pizza as they watch the news. The news
anchors replay the Kraven clip again and again.
MJ
You did it, Peter. You saved him.
PETER
I save people all the time.
MJ
But this time, no one got hurt.
They share a quiet moment.
MJ
Hows Aunt May doing.
PETER
Shes fine. I think.
MJ
You think?
PETER
When I stopped by, she was talking
about Uncle Ben, about missing him,
and about having people in your
life to help you through the hard
times.
MJ
What did the doctor say?
Peter thinks for a moment.
PETER
You know, Im not sure. I think she
said everything was fine, but I
cant remember.
(CONTINUED)
CONTINUED: 64.
MJ
Maybe you should take a break from
trying to save the world and check
in on the woman who raised you.
Peter smiles.
MJ
What?
PETER
I dont deserve you.
MJ blushes.
PETER
When Aunt May was talking about
having people in our lives to help
out, Im pretty sure she was
hinting at something.
MJ
Im glad at least one of you
recognizes that.
Peters caught off-guard.
MJ
You know I love you, but I get sick
to my stomach every time you tell
me about how you almost got shot,
or you almost got stabbed, or you
almost fell to your death. Im
still here, though. Arent I?
She leans in and kisses him.
MJ
And if youre lucky, Ill always be
here.
Peter sets down his pizza and leans in for a kiss of his
own.
INT. KRAVENS SANCTUARY - NIGHT
Kraven paces around like a caged animal. Around him, his
trophies stare down, mocking him.
An enormous flat-screen television replays the moment of his
humiliation.
(CONTINUED)
CONTINUED: 65.
SPIDER-MAN (O.S.)
You tried to kill him... You tried
to kill him... You tried to kill
him.
Kraven hurls his remote at the television. The screen
shatters. Glass showers the floor.
Dmitri comes running in, brandishing a handgun. He takes in
the scene, realizes that Kraven is alone, and lowers his
weapon.
Kraven glares at him.
DMITRI
Everything okay, sir?
KRAVEN
No. Everything is not okay.
Kraven reaches for the closest thing he can get his hands
on, a small WARRIOR STATUE, and hurls it against the far
wall. It shatters.
KRAVEN
My producer called. Weve had three
sponsors pull out since the
broadcast, and the producer wants
to renegotiate my contract.
Renegotiate. I made him.
Dmitri remains silent.
KRAVEN
I am Kraven the Hunter. Ive
tracked prey on every continent.
Ive killed lions with my bare
hands. There has never been a
hunter greater than me. Never.
Dmitri nods, still silent.
KRAVEN
Where is todays Daily Bugle? I
want to see what they are saying
about me.
Dmitri fidgets.
DMITRI
I dont believe we have a copy,
sir.
(CONTINUED)
CONTINUED: 66.
KRAVEN
Bring it to me. Now!
Dmitri hurries away, back in a flash.
Kraven snatches the paper from the mans outstretched hand.
He snaps the paper open and sees an image of Spider-Man
holding a battered Doc Connors in his arms, a still from the
live broadcast.
The headline reads, "SPIDER-MAN SAVES SCIENTIST"
Kraven scans the front page, eyes wild. He looks at Dmitri.
KRAVEN
Theres nothing about me here.
DMITRI
(under his breath)
Page four.
KRAVEN
What?
Dmitri clears his throat.
DMITRI
Page four.
Kraven turns to page for and finds a tiny article about his
broadcast. He tears the paper to shreds. His words barely
escape his clenched teeth.
KRAVEN
Get Jameson on the phone, now. No,
wait. Bring the car around instead.
INT. HOSPITAL ROOM - DAY
Doc Connors lies in bed, Martha and Billy at his side. His
wrists are cuffed to the bed.
An ARMED GUARD stand at the entrance to his room.
Peter appears and sweet talks his way past the guard. Doc
Connors doesnt wake. Peter addresses Martha.
PETER
Hows he holding up?
(CONTINUED)
CONTINUED: 67.
MARTHA
As well as can be expected. Hes
sedated now, in case he... he...
Her voice cracks, and she turns away. Billy pulls her into
his arms, comforting her.
BILLY
They dont know whether or not
hell change again. Theyre not
taking any chances.
PETER
Doctor Warren knows what hes
doing. Im sure the effects of the
anti=serum are permanent. Give it
time.
MARTHA
What makes you so sure?
MILES (O.S.)
Parker.
All three turn to see Doctor Warren standing in the doorway,
barred from entering by the armed guard. Miles gestures for
Peter to come over.
PETER
Excuse me.
Peter walks out into the hallway with Miles.
INT. HOSPITAL HALLWAY - DAY
Miles leads Peter down the hall, talking as he walks.
PETER
It looks like Doc Connors is going
to be okay.
MILES
Yes. Look, Peter. Do you have any
notes about our work on this
project?
PETER
(confused)
Everything I have is at school.
(CONTINUED)
CONTINUED: 68.
MILES
Good. I need to ask a favor. If
anyone comes to you, asking
questions about the project, I need
you to say everything was lost when
the lab was destroyed.
PETER
That would be a lie.
MILES
Thats the only way we can save
this project. I dont know whether
or not youve realized it yet, but
Doctor Connors... Curt is in a lot
of trouble. He killed people.
PETER
He didnt kill anyone. The Lizard
did.
MILES
This is bound to end up in the
courts. While hes on trial, the
University will be compelled to
lock down everything he was working
on. If that happens, this project
will stall and die. Worse yet, our
research may end up a matter of
public record before were ready to
publish.
PETER
What if that research is the only
thing keeping Doc Connors out of
jail? We need to help him.
MILES
We need to do whats best for the
project.
PETER
Hes your friend.
MILES
Hes my colleague. He would
understand.
Peter stops and stares at Miles.
MILES
I... we need this project to keep
moving forward. All the time weve
(MORE)
(CONTINUED)
CONTINUED: 69.
MILES (contd)
invested, we cant let that be for
nothing. Dont do this for me,
Parker. Do this for Curt.
Miles pats Peter on the shoulder and walks away before Peter
can respond.
Peter looks down the hall and sees Gwen waiting for Miles.
Shes staring at Peter with an expression that tells Peter
shes already received the same talk.
Ashamed, Gwen turns away and disappears around a corner.
EXT. DAILY BUGLE - DAY
Kraven emerges from the back of limo parked in front of the
Bugle. He storms inside the building.
INT. JJJS OFFICE - DAY
Jonah has three people in his office. Hes giving them all
instructions, juggling their requests.
JJJ
No, we will not give them a
discount on their ad. The story
about the dogs stays on B-2. The
photos need to pop, not fizzle. I
dont care if theyve been
customers for fourteen years. When
they hit fifteen, well talk.
KRAVEN (O.S.)
(booming)
Jameson!
The three sycophants turn in unison, take one collective
look at Kraven, and bolt from the office.
Kraven fumes at Jonah. Jonah is non-nonplussed.
JJJ
What do you want?
KRAVEN
I want what I was promised. I want
coverage.
(CONTINUED)
CONTINUED: 70.
JJJ
And I want a story that sells
papers. You know what sells papers?
Stories of heroes who save the day.
You know what doesnt sell papers?
Failure.
KRAVEN
I am Kraven the Hunter. I never
fail.
JJJ
Tell that to Spider-Man.
Kraven grabs Jonah by the shoulders and lifts him into the
air.
JJJ
Dont get mad at me, pal.
Kraven calms down and lets go of Jonah. Jonah straightens
out the wrinkles in his shirt.
JJJ
You want to make the front page? Do
something newsworthy.
KRAVEN
(pondering)
Newsworthy...
JJJ
Yeah. Stop a madman from blowing up
the entire West Side. Or jump in
front of a bus to save an entire
Cub Scout troop. Or-
KRAVEN
Unmask Spider-Man?
JJJ
Unmask Spider-Man.
It takes him a heartbeat, but Jonah realizes what Kravens
proposing. He falters, sits down.
For once, J. Jonah Jameson finds himself speechless.
KRAVEN
Your city harbors a masked
vigilante who runs around
unchecked, purporting to serve
justice. He hides in the open,
(MORE)
(CONTINUED)
CONTINUED: 71.
KRAVEN (contd)
hides among the citizens of New
York, keeping his identity a
secret. It would be my greatest
challenge, my greatest hunt.
JJJ
Unmask Spider-Man... You could do
that?
Kraven nods with a self-assurance thats taken years to
develop.
JJJ
Kraven, my boy, if you can do that,
you can count on the entire front
page. Hell, you might even get your
own special edition. You get
coverage, I get the Pulitzer,
everybodys happy.
Kraven extends his hand. Jonah accepts, sealing the deal.
KRAVEN
Ill tell you when to come running.
Kraven turns his back on Jonah and leaves, the old swagger
back in his steps.
Jonah walks to a shelf and picks up a WEDDING PHOTO of a
much younger JJJ and his wife. He CHUCKS it in the trash,
then turns his attention to the empty space.
JJJ
Right there. The perfect place for
my Pulitzer.
EXT. NYC STREETS - DAY
Spider-Man swings through the air, clearing his head.
Suddenly, his SPIDER-SENSE starts to tingle.
He swings to a wall and holds tight, looking all around.
Nothing. No sign of danger.
SPIDER-MAN
Weird. Stress must be getting to
me.
His SPIDER-SENSE clears, and he swings away.
72.
EXT. BUILDING ROOF - DAY
Kraven watches Spider-Man through a SNIPER SCOPE. He tracks
Spidey as he swings from building to building.
KRAVEN
Thats it, little Spider. Run away
home.
EXT. BAR - DAY
Spidey lands on the roof of the building. He ducks behind a
stairwell, away from prying eyes, and changes into his
street clothes.
He takes one last look around before entering the stairwell.
INT. BAR - DAY
Peter walks in on Gwen and MJ having a drink together.
PETER
Hey, MJ. Gwen. Whats up?
MJ
Gwen needs help, Peter.
GWEN
Did Doctor Warren talk to you?
PETER
Yeah.
GWEN
Pete, my dads a policeman. I cant
lie to him, but I dont want
anything to happen to the project.
PETER
Me either.
GWEN
So what do we do?
PETER
Simple. We tell the truth.
Gwen is surprised at Peters candor.
(CONTINUED)
CONTINUED: 73.
PETER
The project can wait, Gwen. Its
Doc Connors life work. Hell be
able to pick up right where he left
off, as soon as he gets better.
GWEN
Assuming he gets better.
Silence.
GWEN
What if he goes to jail, Peter? For
life?
PETER
Then Ill run his experiments for
him, with his guidance. This work
means the world to him, and Im
going to see to it that he
completes it. Im not about to let
Doctor Warren just steal it from
him.
Gwen nods resolutely. She just needed to hear her own
sentiments echoed so confidently.
She stands and hugs Peter.
GWEN
Thanks, Pete.
Gwen turns to MJ.
GWEN
Youre lucky to have someone like
Pete. Dont let him get away.
MJ smiles. Peter senses no competition between them. Just
respect.
MJ
Trust me. Hes not going anywhere.
The phone rings. Peter answers.
MARTHA (O.S.)
Peter? Curts awake. Hes asking
for you.
74.
EXT. BUILDING ROOF - DAY
Kraven watches the scene in the bar through the sniper
scope. He lowers his rifle and grins.
KRAVEN
Well, well, little Spider. Quite
the ladies man, arent you?
Kraven puts the rifle away and stands.
KRAVEN
And now, to prepare for the big
finale.
He bounds across the rooftops, rifle case in hand.
INT. HOSPITAL ROOM - DAY
This time, there are TWO GUARDS standing outside the room.
Peter enters and finds Doc Connors sitting up. Hes talking
to his wife in soft tones, cradling her hand in his.
They both look at Peter. Pete sees tears in Marthas eyes.
Doc Connors kisses her, and she steps out of the room.
Peter approaches the Docs bedside.
PETER
Glad to see youre conscious, Doc.
The Doc responds with a weak smile.
DOC CONNORS
Peter, I... It looks like Im going
to be going away for a while.
PETER
It wasnt your fault.
DOC CONNORS
Yes, it was. I was selfish and
impatient, two things a scientist
should never be. I tried taking a
shortcut, and people lost their
lives because of it.
PETER
Youre being too hard on yourself.
You were just trying to do the
right thing.
(CONTINUED)
CONTINUED: 75.
DOC CONNORS
Sometimes, people who try to do the
right thing just end up hurting the
people around them.
Peter doesnt have a reply to that.
DOC CONNORS
I know Miles is still trying to
move forward with our experiments.
I need you to do something for me.
PETER
Anything.
DOC CONNORS
I need you destroy my work.
PETER
No!
His exclamation draws the attention of one of the guards.
PETER
(to the guard)
Sorry. Everythings okay.
DOC CONNORS
Earlier today, a man from the
military stopped by. He told me he
could arrange it so I wouldnt
spend a single minute behind bars.
All I would need to do is move my
family to his base on I could
continue my work there.
PETER
That actually sounds like a pretty
good deal.
DOC CONNORS
No, its not. Its horrible. My
work was supposed to help people,
to give them back what was taken
from them. Hes not interested in
healing anyone. Hes interested in
the Lizard.
PETER
That doesnt mean you have to give
him the Lizard. You could make sure
the only results he sees are the
ones that help people, not... you
know, the other kind.
(CONTINUED)
CONTINUED: 76.
DOC CONNORS
I hope you never understand how
badly I want to see this through.
Still, I cant justify the risk of
turning it into a weapon. I need
your help.
PETER
I cant, Doc. I cant do it.
DOC CONNORS
You have to.
Doc Connors motions for Peter to come closer so he can
whisper.
DOC CONNORS
You do this for me, and no one has
to know Spider-Mans secret
identity.
Peter reels back.
DOC CONNORS
I remember everything, Peter. Its
distorted, but its all there.
Everything I did, everything I saw,
everything I heard.
PETER
Thats blackmail.
DOC CONNORS
Ill do whatever it takes, Peter.
Think about it.
Peter backs away. He leaves without another word.
INT. AUNT MAYS APARTMENT - DAY
Peter mopes into Mays apartment and slumps into one of the
chairs.
AUNT MAY
Peter, whats the matter?
PETER
Someone asked me to do something I
dont want to do.
(CONTINUED)
CONTINUED: 77.
AUNT MAY
Then dont do it.
PETER
Its not that simple, Aunt May.
AUNT MAY
It is that simple, Peter. Lifes
too short to waste time. Do what
you know to be right.
She slides the WEDDING RING from her finger and passes it to
him.
AUNT MAY
Like asking MJ to marry you.
PETER
What?
AUNT MAY
Dont be coy, Peter. Youre in love
with one another. What are you
waiting for?
PETER
I want it to be perfect.
AUNT MAY
Peter... I have cancer.
The words hit Peter like a blow to the gut.
PETER
Aunt May, no...
AUNT MAY
The doctors absolutely certain.
Hes prescribed something for the
pain and the dizzy spells, but
theres nothing to do for the
cancer itself. Its going to run
its course, regardless of what I
try to do to stop it.
PETER
There has to be something-
AUNT MAY
Ive lived a full life, Peter.
Having you in it has been one the
most constant, abundant sources of
happiness. I want to know that
(MORE)
(CONTINUED)
CONTINUED: 78.
AUNT MAY (contd)
youre going to be happy after Im
gone, and I refuse to sit idly by
and watch you let MJ slip away.
Peters lip trembles.
AUNT MAY
Now, none of that. Youre a strong
young man. I need you to stay
strong, for both of us.
No more words. May gestures for Peter to come closer. They
embrace.
PETER
I dont want to lose you.
AUNT MAY
I know.
They hold each other, taking comfort in one anothers arms.
INT. HOSPITAL ROOM - NIGHT
Miles Warren stands by Doc Connors bed.
MILES
You told Parker to destroy the
research. Our research.
DOC CONNORS
I had to, Warren. Theyre going to
use it as a weapon.
MILES
Theyre going to fund our research
for the next twenty years, Curt.
Think of the potential. You need to
tell them youll work with them.
DOC CONNORS
My minds made up, Miles.
Miles steps away from the bed, turning his back on his
colleague.
MILES
Ive spent years trying to do
something important. This was
supposed to be my contribution, my
moment. Even Gwen is starting to
come around.
(CONTINUED)
CONTINUED: 79.
DOC CONNORS
Gwen?
MILES
She respects me, Curt. She respects
me as a man of science. All Ive
worked for... I cant let you take
that away from me.
Miles is heartbroken. The pain in his voice is palpable.
In his hand, he holds a SYRINGE of the serum.
Before Doc Connors can react, Miles walks to him and plunges
the needle into his leg. He empties the syringe, injecting
the serum into Doc Connors bloodstream.
Doc Connors is shocked.
MILES
(remorseful)
Im sorry, Curt. Im so sorry.
The transformation begins again. Miles backs away, then
BOLTS out of the room.
This time, the transformation is nearly instantaneous. Doc
Connors body morphs into that of the Lizard!
One of the guards steps into the room and instinctively
raises his gun. The Lizard tears free from his restraints
and slashes at the guard.
The gun goes flying as the guard hits the floor.
The second guard steps in, but hes thrown back through the
door by a powerful tail whip.
INT. HOSPITAL HALLWAY - NIGHT
The Lizard emerges into the hall, scanning, looking for...
Miles?
Doctor Warren is nowhere to be seen.
The Lizard unleashes a frustrated ROAR. He runs from the
hospital, leaving a trail of damage and debris in his wake.
He runs to the front door and escapes into the night.
80.
EXT. HOSPITAL PARKING LOT - NIGHT
The Lizard bursts through the Emergency Room entrance into
the parking lot. Throwing people aside, he runs into the
city.
In a black van, Dmitri watches the entire scene with
interest. He picks up a cell phone and dials.
DMITRI
Sir, its me. You were right.
INT. KRAVENS SANCTUARY - NIGHT
Kraven stands in his trophy room, listening to the phone
call with rapt attention.
KRAVEN
It was inevitable. Seek to
understand the nature of your prey,
Dmitri. More importantly, seek to
understand the nature your preys
companions. You know what to do.
Kraven hangs up the phone.
KRAVEN
(bellowing)
Irwin!
Irwin appears from a nearby room.
KRAVEN
Assemble your crew. We have a live
broadcast to record.
Irwin hesitates, confused.
KRAVEN
Move!
Irwin obeys.
Kraven strolls to a nearby WEAPONS CASE. He surveys the
tools of death that hes collected over the years from every
continent.
With a gleam in his eyes, he selects the weapons for
tonights hunt.
81.
INT. CARGO VAN - NIGHT
Dmitri starts the van. He calls to the men in the rear.
DMITRI
Look alive. Its showtime.
The security detail test their gear: STUN GUNS, TRANQUILIZER
RIFLES, and NET GUNS.
EXT. NYC STREETS - NIGHT
The van races after the Lizard. The driver cuts off the
Lizards path of the destruction, and the back door to the
van bursts open.
The men inside unload their weapons into the Lizard.
The Lizard drunkenly staggers toward the van, intent on
killing his attackers. He falls unconscious at their feet.
DMITRI
Move.
Kravens bodyguards work in unison to haul the Lizards
unconscious form into the back of the van. Once inside, they
close the doors and the van races away.
EXT. NYC SIDEWALK - NIGHT
MJ and Gwen walk side-by-side, sharing ice cream.
GWEN
I appreciate the invitation, MJ.
MJ
Dont mention it. I dont hang out
as much as Id like. Its nice to
have a friend I can talk to.
They walk together, content with each others company. Gwen
stops at a bench.
GWEN
Can I talk to you for a moment?
They both sit.
GWEN
I have to be entirely honest with
you. For the longest time, Ive had
a thing for Pete.
(CONTINUED)
CONTINUED: 82.
MJ acts surprised. Key word: acts.
MJ
Really?
GWEN
I know you two are a thing, and I
shouldnt give him a second thought
after the way he treated me before.
But somethings changed about him.
For the better.
MJ
Peters a complicated guy. Hes
sweet, kind, self-sacrificing...
hed do anything for the people he
loves.
GWEN
Yeah, I get that impression.
MJ
Sometimes, though. I think he tries
too hard. He pushes himself beyond
his limits, trying to be all things
to all people.
Gwen notices a shift in MJs tone.
GWEN
I wanted to talk to you, but I get
the impression that youre the one
who needs to talk.
MJ
Ive loved Peter for years. I know
how he feels about me, at least I
think I do, and I... I just dont
know why he hasnt asked me to
marry him yet. I dont care whether
or not we can afford a big wedding.
I dont even care that hes...
working so hard.
Gwen gives MJ her full attention, encouraging her to go on.
MJ
Sometimes I want Peter all to
myself. A girls got a right to her
own happiness, doesnt she? I try
to be the person he can come to
when he needs to open up, the
person he can tell his secrets to,
but I have needs of my own.
(CONTINUED)
CONTINUED: 83.
MJ starts to tear up.
MJ
And sometimes I just want him to
stay home, to tell me he loves me
too, and to tell me well always be
together.
Gwen leans in and hugs MJ.
GWEN
I dont know Peter nearly as well
as you do, but I can tell you this:
He loves you more than any other
woman in the world. Well, maybe
except for his Aunt May.
Both women laugh.
MJ
How do I tell him that? How do I
tell him how I really feel?
GWEN
You just do.
MJ smiles at Gwen. Gwen smiles back, then looks over MJs
shoulder.
GWEN
Speak of the devil.
Peter walks toward them. MJ dabs at her eyes, then puts on
her stage face.
PETER
Gwen, can I speak with MJ for a
minute?
Gwen nods and steps away. Peter takes a seat beside MJ.
MJ
Peter, what-
He puts a finger on her lips. He has something important to
say, but hes not sure where to start.
PETER
MJ, Aunt May...
MJ
Peter, is everything okay?
(CONTINUED)
CONTINUED: 84.
PETER
No. Ive been spending so much time
trying to take care of everyone
else that I havent been paying
enough attention to the people
around me.
MJ smiles.
PETER
Aunt May has taken care of me my
entire life. She made sure I had
everything I needed, and that I
grew up in a loving home. Uncle Ben
did the same, teaching me to always
do the right thing. And now... now
I have you. You know more about me
than anyone else, and youre always
right there when I need you. Even
though I havent always been there
for you.
He pauses, collecting himself.
PETER
Aunt May is dying, MJ. One of the
two most important women in my life
is dying, and theres nothing I can
do about it, nothing I can do to
save her. There is one thing I can
do for her, for you and me, that I
should have done a long time ago.
Peter reaches into his pocket and pulls out Aunt Mays ring.
PETER
Mary Jane Watson, will you marry
me?
The streets around her are alive and electric, but MJ
doesnt notice. The only thing she sees is this man before
her, the man she loves, asking her to marry him.
MJ
You bet I will.
She wraps her arms around him.
MJs eyes find Gwen. Gwen smiles and claps her hands
together. She couldnt be happier for these two.
MJs eyes drift to the window of a sports bar behind the
bench. Her face drops.
(CONTINUED)
CONTINUED: 85.
Peter pulls back, still beaming, but his smile vanishes when
he sees MJs expression.
PETER
What is it?
He follows her gaze to the sports bar. All of the television
screens inside display the same image: THE LIZARD.
The image shifts to a news crew stands in the hospital
parking lot, standing before a scene of damage and
destruction.
Peter looks back to MJ. He considers his words carefully.
PETER
I cant save everyone.
MJ
But you can save him. Go, Peter.
Peter and MJ stand. Gwen walks over to them.
PETER
I, uh-
MJ
Peter needs to go take care of a
few things. Come on, Gwen. We
should be getting home. Lets share
a cab.
Peter tries hailing a cab, but the first one drives right by
him. He looks back at them, apologetic.
Both women simultaneously hail the next cab. It SCREECHES to
a halt. Two beautiful women. What cabbie would pass up that
fare?
Peter holds the door for Gwen as she gets in. When its MJs
turn, he pulls her close and gives her a passionate kiss.
After the kiss, they look into one anothers eyes.
MJ
Stay safe.
PETER
You, too.
MJ steps in and Peter closes the door. He watches as the cab
drives away, then he ducks into the nearest alley.
86.
EXT. ALLEY - NIGHT
Safe from prying eyes, Peter changes into his Spider-Man
costume without breaking stride.
INT. TAXI CAB - NIGHT
MJ stares out the window, lost in thought.
GWEN
Is everything okay?
MJ turns to answer when the cab JOLTS to a stop. The sound
of BREAKING GLASS and TWISTING METAL fills the air.
EXT. NYC STREETS - NIGHT
The taxi cab sits on the curb, its front fender smashed in.
The black cargo van sits nearby with similar damage.
The van door slides open, and THREE MEN jump out, GUNS at
the ready. Kravens bodyguards.
DMITRI
You! Out of the cab! Now!
He waves a handgun at the women in the back seat.
Dazed, MJ and Gwen comply.
The other bodyguards grab the two women and force them into
the cargo van. When Gwen sees the Lizards hulking body in
the back of the van, she SCREAMS.
The bodyguards shove the women into the van and slam the
door, cutting Gwen off mid-scream.
With a squeal of tires, the van speeds off to its
destination.
EXT. BUILDING ROOF - NIGHT
Spider-Man swings to the top of a tall building. He reaches
into his suit and pulls out his homing device.
SPIDER-MAN
Come on, Doc. Where are you?
Peter watches the device intently until the blip stops
moving.
(CONTINUED)
CONTINUED: 87.
SPIDER-MAN
Third and Broadway? Now why would
you stop there.
Then it dawns on him.
INT. CARGO VAN - NIGHT
Kravens bodyguards rolls to a stop in front of the CENTRAL
PARK ZOO. Dmitri punches a number into his cell phone.
DMITRI
Were here, sir.
EXT. THE ARSENAL ROOF - NIGHT
Kraven stands atop the Arsenals roof, overlooking the zoo.
KRAVEN
Get into position.
Kraven hangs up, dials another number.
KRAVEN
Jameson? Its time.
EXT. CENTRAL PARK ZOO - NIGHT
Spider-Man swings into the zoo. The place is closed for the
night, not a soul to be seen.
The animals, however, are anything but quiet.
SPIDER-MAN
Doctor Connors! Doc! Its me! Im
here to help.
KRAVEN (O.S.)
Youre the one who needs help,
Spider.
Spider-Man spins to see Kraven standing atop the Arsenal,
gloating.
SPIDER-MAN
Kraven? What are you doing here?
KRAVEN
Regaining my honor. Youre a worthy
opponent, Spider-Man, but the hunt
was much too easy.
(CONTINUED)
CONTINUED: 88.
Irwin walks up to Spider-Man. Spidey is on the defensive,
but the man isnt trying to attack.
KRAVEN
Show him!
IRWIN
(to Spider-Man)
Im sorry. This aint right...
Irwin activates a handheld television monitor. Onscreen,
Spidey sees MJ, bound and gagged inside an animal cage.
KRAVEN
A friend of yours, Spider?
Spidey is so furious, he cant speak.
KRAVEN
You embarrassed me, Spider-Man. In
front of the entire world. Now its
my turn.
The camera moves to show the Lizard in the same cage with
MJ, bound in a steel mesh net. Hes slashing at the net,
trying to get out.
KRAVEN
It would seem that your scientist
friend has changed once again. If
he remains true to form, hell tear
her to shreds once hes free of
that net.
SPIDER-MAN
Youre a monster.
KRAVEN
I estimate that you have five
minutes to find her.
Kraven turns toward his camera crew, finds the camera.
KRAVEN
I hope our hero can save the damsel
in distress. If he were to fail,
the result would be... most
unpleasant.
Spidey considers taking out Kraven here and now, but he
cant risk losing MJ.
(CONTINUED)
CONTINUED: 89.
IRWIN
(under his breath)
Rain forest.
Spidey doesnt waste any time. He takes off.
EXT. THE ARSENAL ROOF - NIGHT
Kraven is beside himself with pleasure. He calls after
Spider-Man from the roof of the Arsenal.
KRAVEN
Run, Spider! Run!
At his feet, a bound and gagged Gwen struggles against her
restraints. Kraven waits until Spidey is out of earshot,
then he bends down to face Gwen.
KRAVEN
Dont worry, knyaginya. Your moment
to shine is almost here.
EXT. CENTRAL PARK ZOO - NIGHT
Spidey races through the zoo, trying to find the reptile
exhibit.
He catches glimpses of people watching him along the way, of
little RED LIGHTS pointed in his direction.
Kravens camera crew.
EXT. TIMES SQUARE - NIGHT
On a screen overlooking Times Square, Spideys race through
the zoo plays for a live sidewalk audience.
The shot changes to show the Lizard, and the steel mesh net
thats beginning to fray.
EXT. CENTRAL PARK ZOO - NIGHT
Spidey is running at top speed when a BOLO wraps around his
ankles. He falls to the ground and skids on the pavement.
Dazed, he snaps the cord and stands.
Only then does he notice the THREE HENCHMEN surrounding him.
(CONTINUED)
CONTINUED: 90.
DMITRI
Cant make it too easy on you, now
can we?
All three henchmen brandish close combat weapons. One has a
MACHETE, another a CLUB, the third a HUNTING KNIFE.
Dmitri signals, and the other two flank Spider-Man on either
side.
Spidey clears his head as all three henchmen attack him
simultaneously.
For every two blows that Spidey fends off, a third blow
finds its mark.
The machete slashes one of Spideys legs. He staggers away,
only to get clubbed in the back of the head.
He flails his arms wildly, webs shooting in every direction.
One web hits a henchman in the face, temporarily blinding
him.
Spidey pulls hard on the web, and the henchman falls face
first into the pavement. Hes out cold. The second henchman,
already running toward Spidey, trips over the unconscious
man.
Spidey kicks the second henchman in the ribs with enough
force to send him flying into a nearby wall.
Dmitri takes advantage of the distraction and approaches
Spidey from behind. He wraps an immense forearm around
Spideys neck and begins to squeeze.
Spidey cant get any leverage, or any air. He begins to
black out.
Images of MJ, of their time together, swim in his fading
mind.
SPIDER-MAN
MJ...
Spidey taps into a reserve he didnt know he possessed and
flips Dmitri over his shoulder.
Dmitri flies through the air, but Spidey shoots his webs
fast and furious.
Dmitri never hits the ground. Hes cocooned in a spider web,
totally immobilized, hanging from a tree branch.
Spidey staggers, then spins around.
91.
Standing before him is an enormous POLAR BEAR.
EXT. THE ARSENAL ROOF - NIGHT
Kraven watches Spidey from a handheld monitor. He laughs.
EXT. CENTRAL PARK ZOO - NIGHT
The polar bear swats at Spidey, knocking him against a
nearby wall.
Spidey pulls himself to his feet as the bear moves steadily
closer, baring its fangs.
The bear lunges for Spidey, but Spidey jumps and flips over
the bears back. He webs the bears enormous jaws shut
mid-flip.
Spidey rushes toward the rain forest exhibit, leaving the
bear pawing at its webbed jaws.
INT. RAIN FOREST - NIGHT
Spidey bursts into the reptile house at the precise moment
that the Lizard breaks from from the net.
The Lizard rushes toward MJ, snapping his jaws. Spidey
moves, but he isnt fast enough.
His world slows down. MJ is going to die.
The Lizard is on top of MJ. He opens jaws wide and flicks
his tongue out, tasting the air, tasting his meal.
SPIDER-MAN
No!
The Lizard hesitates. He looks more closely at MJ.
Recognition.
LIZARD
Watssssson?
MJ looks up into the Lizards face. She sees something in
his eyes, something human.
She fights every natural instinct and forces herself to
remain calm.
(CONTINUED)
CONTINUED: 92.
Spidey crashes through the glass, grabbing a shard on his
way in. He raises it high, ready to stab the Lizard in the
neck.
MJ
Peter, no!
Spidey twists at the last minute. He slams into the Lizard
and finds himself face-to-face with the Lizard.
LIZARD
Parker...
The Lizards expression shifts. Hes not angry. Hes scared.
He steps away from Spidey.
Spidey undoes Mary Janes restraints. She wraps her arms
around him.
The Lizard sits at a safe distance like a confused child.
EXT. TIMES SQUARE - NIGHT
Times Square erupts in applause. Spider-Man has saved the
day again.
EXT. THE ARSENAL - NIGHT
Kraven watches the scene from a handheld monitor. He throws
the device over the edge in disgust.
KRAVEN
No!
He reaches down and pulls Gwen roughly to her feet.
KRAVEN
Its time.
INT. RAIN FOREST - NIGHT
Spidey examines MJ.
SPIDER-MAN
Are you okay? Did he-
MJ
Kraven has Gwen.
Spidey reels.
(CONTINUED)
CONTINUED: 93.
SPIDER-MAN
Ive got to get you out of here.
MJ
What about him?
She motions toward the Lizard. The Lizard cowers against the
wall like a child whos lost his mother.
SPIDER-MAN
We can help him later. Come on.
Spidey leads MJ out of the reptile house.
EXT. CENTRAL PARK ZOO - NIGHT
Spidey and MJ emerge to lights and cameras. Kravens crew.
Spidey is ready for a fight, but Irwin holds up his hands.
IRWIN
I dont want any trouble. Kravens
gone off the deep end, and I dont
want any part of it. We didnt know
what he was doing until it was too
late. You gotta believe me.
Spidey looks to MJ for confirmation. She nods.
SPIDER-MAN
Get her someplace safe.
MJ goes with the camera crew. Spidey hurries back to the
Arsenal. Irwin follows Spidey.
EXT. THE ARSENAL - NIGHT
Gwen dangles from the Arsenal roof, a rope around her
ankles. The other end of the rope is secured to a pipe on
top of the roof.
Kraven is nowhere to be seen.
Spidey appears, sees Gwen.
SPIDER-MAN
(under his breath)
Hang on, Gwen.
Spidey rushes to the Arsenal and scales the wall. He reaches
for Gwen, starts untying her ankles, and his SPIDER SENSE
goes mad.
(CONTINUED)
CONTINUED: 94.
In the next instant, a BLOW DART sinks into the back of his
neck.
Kraven emerges from the shadows below.
KRAVEN
Welcome to my web, Spider.
Dizziness overwhelms Spidey. He tries to hold on, cant. He
begins to fall, loses his grasp on Gwen. The ground rushes
up toward them.
Youve got one shot, Spidey.
He shoots webs from both hands, catching the lip of the roof
with one hand and Gwens ankles with the other. The JOLT is
tremendous, wrenching his shoulders, but he catches her the
moment before impact.
The web slips from his hands, and Gwen falls the remaining
foot or so to the ground. She lands softly, unmoving.
The dizziness finally overtakes him, and Spidey tumbles down
the wall to the ground.
EXT. NYC STREETS - NIGHT
POLICE CARS screech to a stop outside the zoo.
Captain Stacy emerges from a car. He signals his men to
follow him into the zoo.
EXT. THE ARSENAL - NIGHT
Spidey writhes around on the ground, trying to get to his
feet. His legs feel like rubber, and he cant seem to
recapture his balance.
Kraven swaggers over to Spidey.
KRAVEN
You walked right into that trap,
Spider. I would expect such
stupidity from an animal, but not
you. Im disappointed.
Kraven kicks Spidey in the ribs.
KRAVEN
You may have saved your women, but
Ill still have my victory. My hunt
(MORE)
(CONTINUED)
CONTINUED: 95.
KRAVEN (contd)
wasnt for them. It was for you,
for your secret identity.
Kraven stands and looks around. He sees Irwin standing
nearby, watching.
KRAVEN
Pick up that camera and bring it
over here.
He points to the camera on a nearby tripod, the one that
caught Gwens fall.
IRWIN
No.
Kraven stares at him with unrestrained wonder. Youd think
no one had ever told him no. Chances are thats true.
He faces Irwin, madness in his eyes.
KRAVEN
Now!
The shout is so powerful and so forceful that Irwin
instinctively moves into action. He scurries to the tripod
and picks up the camera.
KRAVEN
Better. Now bring it over here. The
world is about to learn
Spider-Mans true identity.
Kraven walks back to where Spider-Man sits. Spidey has
managed to get to his knees, but no further.
Kraven punches Spidey in the temple. Spidey goes limp,
beaten. Kraven crouches and picks up Spidey by the scruff of
his neck.
KRAVEN
This is it, Spider. Your moment in
the sun.
EXT. TIMES SQUARE - NIGHT
Times Square is silent. Even the traffic has stopped.
Onscreen, Kraven reaches down and begins to remove Spideys
mask.
STATIC fills the screen.
96.
EXT. THE ARSENAL - NIGHT
The camera lies in pieces at the cameramans feet.
Spider-Man lies at Kravens feet, unmasked.
Kraven, outraged, clutches the mask in one hand.
KRAVEN
You fool! What have you done?
IRWIN
I cant do this. Ive shot your
show for years, followed you all
over the world, and youve paid me
well. This... this is wrong. Youve
crossed a line that I just wont
cross. At some point, a mans gotta
stand up and do whats right.
KRAVEN
Well-said. Fitting last words.
A HUNTING KNIFE appears in Kravens hand. He stalks toward
Irwin, savoring the smaller mans fear.
Kraven TRIPS and falls. The knife CLANGS as it hits the
pavement and slides out of reach. Sputtering, Kraven looks
down at his feet and finds them webbed together.
SPIDER-MAN
(weak)
Run.
Irwin doesnt need to be told twice. He bolts.
Spider-Man staggers to his feet.
Kraven tears the webbing from his own feet and moves quickly
for the knife. He glares at Spider-Man.
KRAVEN
I will not be denied what is
rightfully mine. My name will rise
again as the hunter who killed the
Spider.
Kraven glides toward Spidey with cat-like agility. Spidey
shoots web after web, missing Kraven every time.
Kraven swings at Spidey with the hunting knife, but Spidey
catches Kravens forearm. Despite his weakness, Spidey
refuses to let go.
(CONTINUED)
CONTINUED: 97.
Both men tumble, and Kraven emerges on top. Spideys still
got an iron grip on Kravens forearm, but the knife inches
closer and closer to his face.
KRAVEN
Ill mount your head on my wall,
Spider. Youve put up an admirable
fight, but all prey falls to the
Hunter in the end.
The knife is centimeters from Spideys eye when a scaly
green TAIL appears out of nowhere and sends Kraven flying.
The Lizard stands between Kraven and Spider-Man.
LIZARD
(to Spidey)
Friend...
Kraven is on his feet. Hes smiling.
KRAVEN
Id planned to track you down after
I killed the Spider. Thank you for
saving me the trouble.
Kraven roars and lunges at the Lizard. The Lizard,
undaunted, throws himself at Kraven with equal force.
The two collide in a whirlwind of claws, teeth, blades, and
blood. They slash and tear at one another, neither one
giving any ground.
Spidey staggers to his feet once again.
Hes about to join the fray when he notices Gwen lying in
the grass. Priorities.
SPIDER-MAN
Gwen.
He starts toward her, stops. He picks up his mask and covers
his face again, then moves toward her, his steps more sure.
He kneels down to pick her up.
SPIDER-MAN
Come on. Lets get you out of-
Gwens body is limp in Spideys arms. Her head lolls from
side to side, lifeless.
Thats when Spidey realizes...
Her necks broken.
(CONTINUED)
CONTINUED: 98.
Spidey lays Gwen down gently. Hes trembling all over as
rage overtakes him.
He looks back at Kraven, murder in his eyes.
At that same moment, the Hunter PLUNGES his KNIFE deep into
the Lizards chest.
Spideys whole world comes apart.
The Lizard falls to the ground, mortally wounded. As the
life ebbs from his body, the Lizard reverts to Doctor Curt
Connors for the last time.
Kraven, winded, reaches down to pull his knife from the
body. He seems disappointed.
KRAVEN
Not the challenge I expected.
Kraven looks to Spidey, then to Gwens body. He nods in
understanding.
KRAVEN
(mocking)
Looks like you cant save them all,
Spider.
Spidey snaps.
A PRIMAL SCREAM escapes him, ringing through the entire zoo.
The time for rescuing people has passed.
Now is the time for vengeance.
KRAVEN
Finally.
Kraven assumes a fighting stance and beckons for Spider-Man
to attack.
Spidey is more than happy to oblige.
Spidey dives into Kraven, no skill, no finesse. Just raw
power.
The two men roll on the ground, grappling. Kraven frees his
knife hand and slashes deep into Spideys arm.
Spidey is unfazed. He grabs Kravens knife hand and breaks
the Hunters wrist with a loud SNAP. Kraven cries out in
pain despite himself.
(CONTINUED)
CONTINUED: 99.
The fight carries on throughout the zoo. Kraven gives more
ground with each skirmish.
Kraven looks over his shoulder, backs up, and hops over a
wall. Spidey pursues without a moments hesitation.
A placard on the wall reads: NEW LION HABITAT, COURTESY OF
KRAVEN THE HUNTER
EXT. LIONS HABITAT - NIGHT
Spidey lands, facing Kraven. Lions roar in protest. A
LIONESS snarls at the intruders, but Kraven stands his
ground.
KRAVEN
Ill have my victory, Spider.
SPIDER-MAN
It ends here, Kraven. Now.
Spidey lunges at Kraven again, landing a right-left-right
that sends Kraven reeling backward.
Kraven goes for Spideys legs, but Spidey brings his fists
down hard on Kravens back, knocking the wind out of him.
For every swing that Kraven throws at Spidey, Spidey returns
the pain threefold. It isnt long before Spidey has Kraven
at his mercy.
Spidey holds Kraven by his lions mane vest. Kraven is
bruised, bloody, and barely conscious.
Behind Spidey, the lioness creeps closer. Spidey, his rage
still in full effect, snarls at the beast.
SPIDER-MAN
Stay back!
The lioness submits. She knows better than to mess with this
guy.
Spidey turns back to Kraven, ready to pummel him to death.
KRAVEN
(weak)
Truly, you are a greater foe than I
had anticipated. It will be an
honor to die at your hand, and
ending worthy of the Hunters life.
Spidey hesitates. He comes back to his senses.
(CONTINUED)
CONTINUED: 100.
SPIDER-MAN
No one else is going to die today.
Spidey tosses Kraven in the air, over the wall, then springs
out of the lion habitat after him.
EXT. CENTRAL PARK ZOO - NIGHT
Spidey lands behind the battered and broken Hunter. POLICE
OFFICERS surround them, their guns trained on the two
combatants.
Kraven is unable to stand on his own, so Spidey drags him to
his feet.
SPIDER-MAN
Im not going to kill you. Instead,
youre going to go to prison.
Youll rot in a tiny little cell,
confined for the rest of your
pathetic life. In the end, youll
die alone and forgotten.
Terror fills Kravens eyes. A fate worse than death.
With his last ounce of strength, Kraven punches Spideys
wounded leg. Spidey winces, loosening his grip on Kraven.
Kraven slips out of his lions mane vest and runs to the
wall.
KRAVEN
The name of Kraven the Hunter will
live forever!
Kraven throws himself over the wall, into the lions
habitat. Spidey isnt fast enough to stop him.
Sensing weakness, the lions pounce on Kraven, giving him the
death he wants.
Spidey turns back to the throng of police officers. One
figure steps forward:
CAPTAIN STACY.
He and Spidey both look at Gwens body.
SPIDER-MAN
I tried to save her.
Captain Stacy fights back tears. His eyes dont leave the
body of his little girl as he calls to his officers.
(CONTINUED)
CONTINUED: 101.
CAPTAIN STACY
Arrest him.
SPIDER-MAN
No.
As quick as a spider, Spidey follows Kraven into the lion
habitat. Bullets fly after him, none of them finding their
mark.
The officers can only watch as Spider-Man leaps from the
lion habitat and webs away into the darkness.
Captain Stacy kneels to cradle his daughters lifeless body.
He finally lets the tears come.
INT. JJJS OFFICE - DAY
J. Jonah Jameson sits behind his desk. Todays copy of the
Bugle lies face up in front of him.
The headline reads: "POLICE CAPTAINS DAUGHTER MURDERED"
Robbie stands over Jonah.
ROBBIE
Well?
JJJ
(unenthused)
Run with it.
Robbie nods and leaves the office, closing the door behind
him.
Jonah stares down at the paper for a long, quiet moment.
He wads up the Bugle and throws it in the trash.
INT. PETERS APARTMENT - DAY
Peter sits on the couch, numb, watching the news. Hes
dressed in a suit and tie.
MJ appears wearing a conservative black dress.
MJ
How are you holding up?
On the television, Captain Stacys image appears.
(CONTINUED)
CONTINUED: 102.
CAPTAIN STACY (O.S.)
Masked vigilante justice is no
justice at all. Costumed
superheroes are no better than the
villains that they purport to
protect us from. Ill be doing
everything in my power to prevent
this kind of tragedy from-
His voice cracks. He excuses himself from the mic.
Peter clicks off the television.
PETER
Its my fault, MJ.
She sits down beside him.
MJ
Its not your fault, Peter. It was
Kravens. He kidnapped us. He put
us in that position.
PETER
He did it to get to me.
MJ
How many criminals have you
captured? How many lives have you
saved?
PETER
Not enough.
MJ
How many people would have died if
Spider-Man hadnt stepped in to
save them?
Peter isnt moved.
PETER
I should give it up. I should hang
up the costume once and for all.
MJ
And what if you do? Will the bad
guys stop committing crimes? Will
people stop getting hurt?
Peter wants to retort, but MJ doesnt give him the chance.
(CONTINUED)
CONTINUED: 103.
MJ
This city needs Spider-Man. Its
not your job to make everything
work, but if you can do something
to make it better, it would be
criminal of you to run away.
She pulls him close.
MJ
Stay strong, Peter. Dont run away.
She kisses him. He resists, but only for a moment. He kisses
her back and pulls her close.
EXT. CEMETERY - DAY
POLICE OFFICERS mingle with MOURNERS, all gathered around a
JET BLACK COFFIN.
Captain Stacy holds his wife, consoles her. Her forces
himself to remain strong.
Peter and MJ stand together, holding hands.
The MINISTER says a prayer as Gwens coffin is lowered into
the ground.
INT. AUNT MAYS APARTMENT - DAY
Peter and MJ sit on the couch. Aunt May sits in her chair,
facing them.
Peter is holding MJs hand, but he lets go when he stands.
MJ embraces May. Peter smiles.
INT. CHURCH - DAY
Peter stands at the front of a small church, dressed in a
rented tuxedo.
The pews are full of Peters friends from the Bugle, along
with MJs friends.
Aunt May smiles at Peter from the front pew.
Its not an extravagant ceremony, but all the right people
are there.
(CONTINUED)
CONTINUED: 104.
Pachebels Canon in D starts. The door at the back of the
church opens.
In walks MJ, radiant in her WEDDING DRESS.
PETER
(surprised)
Wow.
MJ walks down the aisle, alone. She gives herself away.
In the front pew, beside May, is a FRAMED PHOTO of Gwen.
Peter takes MJs hand and helps her step up onto the altar.
PETER
MJ. Youre beautiful.
MJ
About time you noticed.
They turn as one to face the minister.
MINISTER
Dearly beloved, we are gathered
here today...
EXT. CHURCH - DAY
Peter and MJ emerge to a hail of birdseed.
They walks down the steps to a taxi cab with the words "JUST
MARRIED" painted on the back window.
MJ stops and smiles.
MJ
A cab?
Peter shrugs, grinning.
Aunt May stops Peter, hugs him tight.
AUNT MAY
Shes a good girl, Peter. Treat her
well.
PETER
I will. I promise.
Peter holds the door for MJ, then follows her into the cab.
The cab drives off, mingling with the NYC traffic.
105.
INT. TAXI CAB - DAY
Peter and MJ laugh in the back seat.
MJ
So what now?
PETER
I was thinking wed head off on our
honeymoon.
MJ
But I thought-
Peter holds up TWO CRUISE TICKETS.
MJ
Where did you get those?
PETER
A wedding gift from Jonah.
MJ
Jonah? As in J. Jonah Jameson?
PETER
Actually, theyre from the entire
staff at the Bugle, but Jonah
signed the card.
The cab pulls over to the side of the road. Confused, Peter
taps on the window.
PETER
Hey. This isnt our stop.
The driver turns to face them. Hes a tall, African-American
man with a PATCH over his left eye.
NICK FURY.
He slides the glass between them open.
NICK FURY
This isnt really my style, but I
didnt think youd want me
discussing your extra-curricular
activities in front of your friends
and family.
PETER
What... what are you talking about?
(CONTINUED)
CONTINUED: 106.
NICK FURY
Peter Parker, alias Spider-Man. You
are Peter Parker, right? Dont
worry, son. Your secrets safe with
me.
PETER
Who are you?
Fury hands him a card through the open glass. Peter reads
it.
NICK FURY, DIRECTOR OF S.H.I.E.L.D.
Fury tosses a WAD OF CASH in Peters lap.
NICK FURY
You two go, have fun, enjoy your
honeymoon. When you get back, give
me a call. I need to talk to you
about the Avenger Initiative.
Peter and MJ are speechless.
EXT. NYC STREETS - DAY
Fury emerges from the taxi cab, straightens out his duster,
and disappears into the crowd.
Peter and MJ watch from inside the cab, speechless.
END CREDITS
INT. CLINIC - NIGHT
Miles Warren sits behind a desk at a dingy free health
clinic. The venom symbiote sits in a vial on the desk in
front of him.
A KNOCK at the door.
Miles slips the symbiote vial into his pocket.
MILES
Come in.
The door opens to reveal a slender, red-haired man with a
wild look in his eyes.
(CONTINUED)
CONTINUED: 107.
MILES
Can I help you?
RED-HAIRED MAN
I read something in the paper about
clinical trials. Said there was
cash.
MILES
Yes, thats right.
RED-HAIRED MAN
Well, then. Where do I sign?
MILES
You do understand that theres a
certain level of risk involved.
RED-HAIRED MAN
I aint scared.
MILES
Excellent. Let me get the
paperwork, Mister...
RED-HAIRED MAN
Cassidy. Cletus Cassidy.
CUT TO BLACK