Draft 3

SPIDER-MAN: LOTUS
Written by
Gavin J Konop
Email: [email protected]
BLACK SCREEN.
PETER
(V.O.) Testing. Testing.
This thing work?
GHOSTLY drifts of wind SWIFTLY sound, joined by the FLUTTERING WHIR
of an OLD TAPE RECORDER.
PETER (cont'd)
(V.O.)
There. Well...I'm not sure where I
should start.
The WHIRRING continues, and resets.
PETER (cont'd)
(V.O.)

I think – when I think about you – I—I don’t know. It was so much
easier then, wasn’t it?
FADE IN...
EXT. NEW YORK CITY SKYLINES – EVENING
NEW YORK CITY. A beating heart – a city that never slows down. The
GOLDEN sun GLIMMERS in the skyline, highlighting the WARMTH and
GLAMOUR of the city.
PETER (V.O.)
The world wasn't so upside down. Felt like my biggest problem was
making it to an 8:00 movie...
Birds FLY, cars HONK, helicopters SOAR. This is HOME.
PETER (cont'd)
(V.O.) Who knew how fast
we'd all miss it?
It was gone before we could blink,
and I guess we're all left
wondering...where the golden days
had gone.
SUDDENLY, a HIGH SPEED CAR RACES around a corner, RECKLESSLY TEARING
through the New York City streets. Pedestrians DODGE out of the way,
and trucks avoid its path as it continues its course.
Several POLICE CARS follow, but they're rapidly falling behind with
each turned corner. All hope is lost, until – A RED AND BLUE BLUR
RACES past the pursuing police, SWINGING towards the speeding car.
The FIGURE lands on the front, blocking the windshield view of the
driver.
 SPIDER-MAN Hey,
fellas! Got room for one more?
CRIMINALS
(at once) SPIDER-
MAN?!
SPIDER-MAN
The one and only! Listen, I need a
ride to Ravencroft. Mind if I tag
along?

The PASSENGER QUICKLY pulls a GUN from his jacket, FIRING at

SPIDER-MAN through the windshield. He quickly DODGES, moving to the
DOOR-SIDE of the car.
SPIDER-MAN (cont'd)
Whoa! Talk about a one-star Uber
service. If you wanted me to leave,
all you had to do was ask!
The DRIVER SWERVES the car, throwing SPIDER-MAN off balance. More
shots are FIRED from the passenger seat, as SPIDER-MAN manages to
DODGE all of them. He WEBS the gun, UNLOADING it and STICKING it to
the side of the car.
SPIDER-MAN (cont'd)
(V.O.)
Things weren't so hard then. I had a routine – bad guys rob a bank, I
drop in to make fun of their haircuts, and they get thrown in a cell
with everyone else. I was used to it.
Suddenly, his SPIDER-SENSE BLARES. A TRUCK heading directly towards
them!
SPIDER-MAN (cont'd)
Looks like a detour up ahead! You
don’t mind me taking the wheel for a sec, do ya?
He SPINS A WEB at the steering wheel, quickly SWERVING the car into a
NEARBY ALLEYWAY. He opens the hood and PUNCTURES the ENGINE, bringing
the car to a stop as he FLIPS off.
SPIDER-MAN (cont'd)
Phew, who taught you how to drive?
2.

FOUR THUGS exit the car – the DRIVER, the PASSENGER, and two
ACCOMPLICES. They LINE UP: The ACCOMPLICES to the RIGHT and LEFT of
the DRIVER, with the PASSENGER behind them NEAR THE WALL. They slowly
walk towards SPIDER-MAN.
SPIDER-MAN spins two webs – one from each hand – at the
ACCOMPLICES, who look at one another for a brief moment.
SPIDER-MAN (cont'd)
 Time for round two.
He PULLS himself forward, PROPELLING into the DRIVER. The
DRIVER is KNEED into the car, SHATTERING the glass. Before they can
react, SPIDER-MAN QUICKLY turns to his right, WEBBING the PASSENGER
into the wall and STICKING him there.
HIS HEAD STARTS TO RING. The world SLOWS DOWN, as SPIDER MAN turns to
find a KNIFE being LUNGED at him. He DODGES it, as one of the
ACCOMPLICES continues to attack with it. The other ACCOMPLICE enters
the battle, and with a SWIFT movement, SPIDER-MAN jumps up to DUAL
KICK both of them.
From behind the car, the DRIVER uses his KNIFE to cut through the
WEBBING on the car, and remove the gun that SPIDER-MAN had attached
earlier.
SPIDER-MAN WEBS one of the ACCOMPLICES to the floor.
SPIDER-MAN (cont'd) Y'know, this could be sorted out a
lot easier over dinner. What do you
say –
ONCE AGAIN, his head begins to ring. As he TURNS, he sees that the
DRIVER has gotten hold of the GUN from earlier. He QUICKLY aims his
wrist to WEB the gun before it's too late, but – NOTHING. Cartridge
is EMPTY.
The DRIVER FIRES the gun, and one of the bullets GRAZE
SPIDER-MAN'S shoulder. He QUICKLY dodges out of the way to take cover
behind a dumpster.
DRIVER Do
you ever stop talking?
SPIDER-MAN
Do you want me to? Usually my dates
don't end up like this.
SPIDER-MAN pulls up his GLOVE, REMOVING one of the
CARTRIDGES from the DEVICE on his wrist.
3.

DRIVER
This'll be the last time you hear
yourself ramble.
SPIDER-MAN
I doubt it! Still got a stand-up
routine at 8 – you're not invited.
He successfully RELOADS the WEB SHOOTER, and pulls his glove
down over it.
SPIDER-MAN (cont'd)
(under his breath)
Prepare to be dazzled.
With SUPERHUMAN SPEED, SPIDER-MAN RUNS onto the wall, NARROWLY
dodging each bullet fired. With his RIGHT hand, he shoots a WEB at
the gun, and LEAPS off, slightly BEYOND the DRIVER, using his LEFT
HAND to SWING around him.
As he uses the web from his RIGHT HAND to TIE UP THE DRIVER, he uses
his LEFT HAND to CATCH the SECOND ACCOMPLICE.
With BOTH sides held by two WEB STRANDS, SPIDER-MAN uses his strength
to TUG THEM INTO EACH OTHER, as he BACK-FLIPS BACKWARDS and allows
them to CLASH. He webs them up, and they stick to the floor.
CUT TO:
MINUTES LATER. The CRIMINALS are TIED UP together, trapped
within a giant ball of WEBBING.
SPIDER-MAN finishes WEBBING THEM UP, and pulls out a
NOTEPAD.
SPIDER-MAN
You guys got a pen?
DRIVER
YOU– SPIDER-
MAN webs his mouth.
SPIDER-MAN
Ah, never mind. I always carry a
spare.
He begins to WRITE on the notepad.
SPIDER-MAN
You, my friend --
4.

He tears out the STICKY NOTE and places it on the DRIVER'S FOREHEAD.
It reads 'Courtesy of your friendly neighborhood Spider-Man'.
SPIDER-MAN (cont'd) -- made me late for my date. Think
about that in your cell.
He begins to TRAIL AWAY, preparing to LEAVE them for NYPD.
SPIDER-MAN (cont'd) And hey -- when the police get here, tell 'em I'm
getting tired of doing their
job, would ya?
With that, he SWINGS into the city, quickly rushing to
fulfill another EMPTY PROMISE.
PETER (V.O.)
Maybe it wasn't as simple as I remember it. I had my fair share of
problems – there's no twisting that. But the difference then is that
I had someone waiting for me –
EXT. MOVIE THEATER
PETER
(V.O.) –
someone to love.
From the outside of the theater, several groups walk out from the
exit, indistinguishably discussing the show. Among the crowds emerge
–
HARRY OSBORN, a charming young man who carries himself with a certain
CONFIDENCE and EGO...MARY JANE WATSON – 'MJ' – a girl of the same age
with BRIGHT RED HAIR, walking alongside Harry with confidence...and
GWEN STACY, the blonde third wheel of the trio, with CLEAR
DISAPPOINTMENT in her strides.
PETER runs up from the other side of the street, HURRIEDLY and
RUSHED. He glances at the displayed showtime – oh no. He's LATE. His
attention shifts – the GOLDEN HAIR emerging from the theater catches
his eyesight. Here we go. Desperately, he fixes his hair, adjusts his
jacket, and ensures that he has made himself presentable.
The TRIO notices him approaching. PETER looks like an utter mess –
his hair is still RUGGED, and he's out of breath.
5.

PETER
Guys, I – Gwen. I tried to get here
on time, I really did, but –
GWEN
– your bike got stolen and you had to
chase it down?
PETER Uh –
something like that.
GWEN
It's okay. The movie wasn't that
great, anyway.
HARRY emerges from behind GWEN, making his entrance to greet PETER.
He glances at MJ and GWEN, searching for approval.
HARRY
I told you guys he wouldn't get here
on time.
PETER
...thanks, Harry.
HARRY How
have you been, buddy?
HARRY opens his arms for a warm welcome. PETER hugs him briefly,
greeting his best friend.
PETER
(unenthusiastically)
Couldn't be better.
HARRY
(lowering his voice)
Hey...check out the Fu Manchu.
HARRY points to his face, where NO FACIAL HAIR RESIDES.
PETER glances, PUZZLED.
PETER
(puzzled)
There's...nothing there.
HARRY'S expression changes to UTTER DISAPPOINTMENT.
HARRY
It's, uh – it's growing in. Just give
it time.
6.

MARY JANE
(smiling)
He's been trying to grow it for the
past two weeks.
HARRY swings around INSTANTLY, desperate to savor himself
from the embarrassment.
HARRY It has not
been two weeks!...
PETER and MJ laugh...but from behind the two, PETER notices that GWEN
is FORCING hers. His own smile begins to fade slightly.
MARY JANE
Peter, guess who we just saw in the
theater? Flash Thompson with Liz
Allan.
HARRY
Yeah, can you believe that? Never
going to last.
PETER acknowledges their gossip with a forced GRIN and NOD, but his
mind is clearly elsewhere as he continues to concernedly look at
GWEN.
MARY JANE
(indistinct)
Did you see those shoes he was wearing? Gross.
HARRY
(indistinct) M.J., I have a
pair just like those.
MARY JANE
(indistinct) You do? I – uh
– didn't know that.
HARRY
(indistinct) I just
got them last week...
GWEN'S expression carries a level of DISCONTENT, and she remains
DETACHED from the rest of the group. PETER continues to watch her, as
the sounds of HARRY and MJ are only MERE ECHOES in his mind.
Suddenly, PETER is hit by an idea. He turns to the rest,
returning to reality.
7.

HARRY down.
PETER
(thoughtfully)
Hey, what do you guys say we go grab
some dinner?
and MJ agree to the idea, but GWEN quietly shuts it
GWEN
I was actually thinking about heading
home. It's getting a little late...
PETER looks at HARRY, clearly ALARMED and OUT OF IDEAS.
HARRY knows exactly what to do, as he swings ahead of GWEN
in an attempt to stop her in her tracks.
HARRY
(persuasively)
Well, wait a minute. It's barely too
late. I'll pay for you guys –
completely on me. I know the perfect
place, too.
GWEN
I don't know...
HARRY Gwen. Best
sandwiches in New York.
GWEN looks at PETER, who SILENTLY AGREES with HARRY. He SHRUGS and
GRINS. At last, she CRACKS A SMILE.
GWEN
Okay.
HARRY Now, that's more like it.
GWEN walks past HARRY, meeting with MJ ahead. As she passes, HARRY
exchanges a glance with PETER, who is clearly
impressed by his persuasion. They NOD at each other before joining
the other two, and journeying down the street together.
PETER (V.O)
I had you to love, Gwen. And we had
MJ and Harry. And we all had each
other.
Like a FLEETING MEMORY, WE SEE the MAGIC in their love. The
8.
SMILES, the LAUGHS, the LIGHT in their eyes. MJ's ability to GLOW in
a room, HARRY'S MAGNETIC CHARISMA...
PETER (cont'd)
(V.O.)
The four of us had that rare bond you
only get to experience and see every
so often. Maybe once or twice in your
lifetime.
...GWEN'S innocence. The DELICACY to her laughs...the way she would
look at PETER with STARS in her eyes, even in her disappointment.
PETER (cont'd)
(V.O.)
*Sigh* I'll never get to hear the
sound of their laughter with yours
ever again.
GWEN'S quiet laugh echoes over his words, as PETER, in the
moment, watches her perceptively. She's HAPPY. She's SAFE..
and that's all that matters to him.
PETER (cont'd)
(V.O.)
I wish we would've had more time
together. All of us. We were
inseparable, until you-- sigh.
GWEN'S laugh comes to a finish, as she shares locked eyes with PETER.
CUT TO:
THE GROUP strolls through the city street, with a SOFT BREEZE and
DISTANT city sounds. The night is coming to a
close, and the magic is settling itself. GWEN & MJ walk with
one another, closely followed by PETER & HARRY.
As the girls walk ahead, HARRY quickly pulls PETER aside,
GLIMPSING at them and then back at PETER.
HARRY
(lowering voice)
You got it?
PETER
(hesitant)
Yeah...I think so.
9.

HARRY No, I mean – you got it?

PETER glances beyond HARRY to check on GWEN & MJ, ensuring that
they're distracted by one another. He refocuses back on HARRY.
SLOWLY...he reaches into his pocket, DISCRETELY hiding something
between them...and holds a RING BOX in his hand.
HARRY BEAMS
with PRIDE.
at the sight of it, looking upon his BEST FRIEND
HARRY
Remember what I told you. Stay sharp,
don't forget the knee, you know the
drill. No pressure?
PETER takes a DEEP BREATH, preparing himself for the biggest
moment of his life.
PETER No
pressure. Thanks, Harry.
Seriously.
HARRY
Don't mention it.
They NOD at one another.
MARY JANE
Harry, you ready?
HARRY
Uh -- yeah! One
sec!
HARRY BRIEFLY turns back to PETER, POINTING at him as he
walks away.
HARRY
(quietly)
Don't screw it up!
HARRY joins MJ, who is waiting for him beside his CORVETTE STINGRAY
1968 – smooth. He HOPS into the car, starting it up
and turning back to GWEN & PETER. MJ gets in the passenger seat next
to him, and adjusts the seat to her liking. HARRY revs the engine.
With that, he DRIFTS off, ensuring that the whole CITY BLOCK is made
aware of his presence. GWEN & PETER share a laugh
10.

over his dramatic exit, as the sound of the car slowly grows fainter
into the night.
And then – the night becomes STILL. It's just PETER & GWEN. He turns
to her, hands in his pockets, and they begin to walk home together.
PETER So...what
movie did you guys see?
GWEN Oh, it was just
some cheesy romance.
She seems DISTANT...LOST inside her head.
PETER
Did you like it?
They continue to journey down the neighborhood. The air is SOFT, the
city sounds a MILLION MILES AWAY.
 GWEN
It was fine.
PETER
Just fine?
She SILENTLY continues walking. PETER TENTATIVELY looks over
at her...KNOWING that something is wrong.
PETER Is
everything alright?
GWEN
Everything is fine.
There it is again – ‘fine’. PETER stops them both.
PETER
Hey. I’m sorry I didn’t make it
tonight. And I’m sorry I have to keep on saying sorry. You know how
it is with the Bugle, and May, and..
GWEN Yeah—
yeah I know.
PETER I’m really
trying to do better.
GWEN
I know you are.
11.

PETER Let me
make it up to you.
PETER reaches out to put his arm around her, and they begin
walking again. GWEN looks up to him, GRINNING.
GWEN
(flirtatiously) And how
will you be doing that?
PETER
What if we take a trip upstate this
weekend? To see the lakes? We can go
to that getaway spot you love. I can
make you breakfast in bed...
GWEN
Breakfast in bed? Mr. Parker, are you
trying to bribe me? They FLIRT back and forth, PLAYFULLY.
PETER
Bribe you? No no, I would never. I’m
just trying to do something nice for my amazing, beautiful,
couldn’t-ask for-more girlfriend.
GWEN Couldn’t ask
for more? Amazing?
PETER Well, maybe just a little amazing.
They both LAUGH, and PETER pulls her a little CLOSER.
The silence that had surrounded them before is no longer
ISOLATING – it's COOL, COMFORTING, and CALM.
They're HAPPY. They're IN LOVE.
GWEN looks up at him.
GWEN Tell
me I’m beautiful.
PETER
You are so beautiful, that...it scares
me. Am I off the hook yet?
GWEN
Getting there...so, a trip upstate...
what's the occasion?
12.

They STOP, right in front of GWEN'S HOUSE. PETER allows her

to walk slightly ahead, as she turns around waiting for his
answer.
PETER
Well...
As he attempts to look her in the eye, he hesitates. His focus moves
down to his shoes, avoiding what he had promised himself.
PETER
...just to, you know...no real
reason. Maybe just to get away from
everything.
PETER glances back up at her, slipping his hand back into his pocket.
GWEN nods, with a subtle hint of DISAPPOINTMENT returning...knowing
that he isn't telling her something. She begins to head towards her
door, until –
PETER (cont'd)
Wait...Gwen.
She stops and turns.
PETER (cont'd)
There is a reason.
Curiously, she eyes him, slightly stepping forward and readjusting
her posture.
THE CAMERA MOVES DOWN TO REVEAL PETER'S HAND AS HE LIFTS THE RING BOX
FROM HIS POCKET, HOLDING IT BEHIND HIS BACK.
PETER (cont'd)
It's because...
There had never been a moment in time where GWEN had appeared more
BEAUTIFUL – TIME FEELS AS THOUGH IT HAS FROZEN.
FROM BEHIND, PETER SLIGHTLY OPENS THE BOX WITH HIS FINGERS, REVEALING
THE SHINE OF THE RING IN HIS HAND...
...but before he can follow through...all of the FEARS and DOUBTS
rush over him.
PETER STARES at her, LOCKED within her GAZE. GWEN takes a
few more steps toward him.
GWEN
Because what?
13.

...he can't do it. PETER SHUTS the ring box, LOWERING it

back into his pocket.
PETER
You know what? It can wait. Right
now, I want to remember this moment
how it is, with you, in front of me,
completely perfect and beautiful.
GWEN SAUNTERS close to PETER, as he still remains ENCHANTED.
She rests her hand on the side of his face, and they draw
closer to one another.
PETER (V.O.)
I still remember how you looked that
night. So happy, so beautiful. The
glisten in your eyes when I would say
I love you.
AT LAST, GWEN puts her arms around PETER, and they KISS,
HOLDING ON to one another.
She DRAWS BACK, still GAZING into his eyes.
GWEN I love you, Peter Parker.
Both of their eyes GLISTEN.
PETER And I
love you, Gwen Stacy.
With that...they LET GO of each other...not knowing just how
much they would’ve liked to hang on longer.
GWEN
Goodnight, Peter.
PETER
Goodnight, Gwen.
She TURNS to her door, SMILING as she strides back.
PETER ensures that she gets inside safely, before slipping his hands
into his pockets and walking off.
Click.
PETER (V.O.)
We never did get to take that trip,
did we, Gwen?
14.
BLACK SCREEN
FROM NOTHING echoes the faint sounds of New York's LIVELY city from
outside, calmly invigorated by the morning light. Sirens ECHO in the
distance, as per usual, and vehicles CHURN in the distance – cars,
trucks, bikes, helicopters, and planes, all unifying to craft the
atmosphere of a single identity.
We hear, very faintly, the COLD STATIC of an OLD TELEVISION, as well
as the HAUNTED, yet RESERVED voice of a local newscaster...
FADE IN...
INT. DARK APARTMENT ROOM EARLY MORNING
NEWSCASTER
(O.S.) Good morning from
New York City.
We're coming on the air with breaking news – very unfortunate news –
to report that businessman and former head of Oscorp, Norman Osborn,
has been confirmed dead in an abandoned Os-corp warehouse. It
happened this morning, just before 5:00 AM local time according to
the N.Y.P.D – just east of Breezy Point, New York. Officers have
confirmed that Spider- Man was reportedly involved in the murder,
leaving Osborn dead on the scene with a blade wound and several
scars. The NY Police Department has worked closely with J Jonah
Jameson, publisher of the Daily Bugle, to hold Spider-Man accountable
for his trail of sudden killings following the deaths of Captain
George Stacy, his daughter: Gwen Stacy, and now the most recent
target: Norman Osborn. Harry Osborn, son of Norman Osborn, has gone
missing for several weeks, and it is believed that he has been
abducted by Spider-Man as his fourth victim. His whereabouts are
still unknown. The photographer of Spider-
Man for the Daily Bugle, Peter
15. CUT TO:

Parker, refuses to comment on the

situation, perhaps out of concern
that he will be the wall crawler's
next victim. It seems that Jameson
may have been right all along. More
news at 7.
THE CAMERA PULLS OUT, SLOWLY, TO REVEAL THE FACE OF A BROKEN PETER
PARKER, TEARS STREAMING DOWN HIS FACE AS THE NEWS ON THE TELEVISION
UNRAVELS.
He is wearing a BATTERED SPIDER-MAN COSTUME, and he is alone in his
empty apartment. The room is only illuminated by the BLUE LIGHT of
the television, with the surroundings consumed by DARKNESS.
The television comes to a silence, and we are left with
nothing but the HAUNTING SOUND of his cries.
CUT TO:
EXT. GRAVEYARD – MORNING
WE OPEN WITH AN OVERHEAD.
PETER PARKER ambles through the remnants of the dead – each stone
carrying a COLD, UNWELCOMING presence. In his hand, he carries a
group of FLOWERS, as he lifelessly trudges on.
Finally, he faces the TOMBSTONE of his failure. He slightly
WINCES, before looking at the flowers he holds and stepping
forward.
KNEELING DOWN, he sets them before the grave...DELICATELY placing
them with an expression of UTTER DESPAIR. HIS EYES BECOME LOST in the
name carved into the stone: GWEN STACY.
He stands, GUILT-RIDDEN and FULL of SELF-HATRED. His APPEARANCE
carries nothing but ANGUISH and REGRET – he has
become reduced to a shell of the man he was. FROM BEYOND -- subtle
footsteps. PETER REFUSES to look away.
WE CIRCLE AROUND PETER'S HEAD TO REVEAL THE FACE OF MARY JANE WATSON,
DEVOID OF HER TYPICAL ENERGY.
PETER meets her with nothing but a QUICK GLANCE. They stand beside
one another in MOMENTARY SILENCE, before MJ chooses to BREAK THE ICE.
MJ Had a
feeling you'd be here.
16.

Her words subtly reflect on PETER's face; alas, he still silently

refuses to meet her eyes. MJ HESITATES, KNOWING and SHARING his pain
– his ANGER.
MJ (cont'd)
Your Aunt May called. So did Jonah,
and Robbie--
PETER What
are you doing here?
She SUBSIDES in his BLUNTNESS. He PERSISTS.
PETER (cont'd) Can't
you just leave me alone? I've got
enough to deal with right now.
MJ
Well, I'm...
PETER EYES her, PROMPTING her to finish.
MJ (cont'd)
I'm worried about you.
Her words are met by a SCOFF.
PETER
You're worried about me? Since when
have you started worrying about
 people?
MJ
Peter. Don't get mad at me for trying to help –
In an effort to HALT her in her tracks, PETER INTERRUPTS and POINTS
at her.
PETER
You're not trying to help anyone. I
know better than most, you've never
cared about that.
He LOWERS his hand.
PETER (cont'd)
So why are you here?
Her shell BREAKS, and the demeanor SHIFTS.
MJ
17.

Because everything is a mess! You

won't talk to me, Harry is gone,
everyone is staying home –
PETER
What? So you came here to bug me
about it?
MJ
No!
Beat. She RECOLLECTS herself.
...
MJ (cont'd)
...I don't know.
MJ (cont'd) I was going
to ask if you wanted to come with me
to a party, so you could clear your mind –
PETER
A party?!
MJ
Yes, a party.
PETER
(under his breath)
You are so ridiculous.
PETER (cont'd) I knew it. I knew you couldn't handle it.
MJ
Couldn't handle what?
PETER
Not being the center of attention for
one week. The 'life of the party' loses her spotlight and doesn't
know what to do with herself.
 MJ
That's not true –
PETER
It is true. Life is just one big game
to you. Sunshine and rainbows
everywhere you look.
18.

MJ
Oh? I'm sorry for trying to help
you –
PETER
You're not helping anyone. Don't
pull that. You don't care about people like me and Gwen. She died,
and you're ready to start partying again. You know exactly why I'm
done with this.
His ANGER CATCHES UP to itself, as he takes a moment to
breathe. With that, he turns back to the GRAVE.
PETER
Go on. Get out. I'd hate to ruin your
fun.
MJ
I guess I just –
PETER, almost IMMEDIATELY, REGRETS his words...but they're impossible
to rescind, now. They have become a PERMANENT SCAR...there's no way
back.
MJ slowly REACHES into her purse, and from it, she PULLS OUT a SEALED
ENVELOPE. PETER GLARES at it as she holds it.
MJ (cont'd)
Take this. It's for Spider-Man.
Robbie was wondering if you could give it to him.
PETER
He's retired.
MJ Retired?
PETER ...he
can't hurt anyone else.
HIS GUILT SILENTLY ECHOES through the air, signaling the signs of a
guarded secret. The VEIL SLIPS; his protective barrier
UNLATCHES...and MJ readjusts with CONVICTION.
MJ You
give this to him...
She APPROACHES him, placing the letter in his arms, FORCING
him to take it.
19.
MJ (cont'd)
...and you tell him that he is not
responsible for what happened. I think you both know that.
With a final glance, and a SPARK in her eye, she DEPARTS,
leaving PETER ALONE with his sorrows in the GRAVEYARD.
WE PULL OUT FROM PETER IN A WIDE ANGLE, AS HE GLANCES AT THE ENVELOPE
AND RESUMES HIS FOCUS ON THE GRAVE.
CUT TO:
EXT. PETER PARKER'S APARTMENT COMPLEX
SOLEMNLY, PETER approaches the door to his apartment, still clutching
the envelope in his hands; however, as he moves closer... The door is
cracked open.
FEARS begin to RACE through PETER's mind, as he SLIPS the envelope
into his back pocket and PREPARES HIMSELF for anything.
INT. PETER PARKER'S APARTMENT
With a subtle CREEK, PETER enters through the door, QUIETLY SHUTTING
IT as he finds his way in.
He LINGERS through the hallway, journeying CLOSER towards the LIVING
ROOM. From behind the wall...he LIFTS his sleeve...revealing a WEB
SHOOTER on his RIGHT WRIST...
...and yet, much to his CONFUSION, his anxiety leads him to find –
his roommate, HARRY OSBORN, NEAR-LIFELESSLY RETRACTED into the
FURNITURE he dozes on. HURRIEDLY, Peter approaches him to wake him
from his sleep.
PETER
Harry?
As HARRY'S EYES REVEAL THEMSELVES, CONSUMED by DARK CIRCLES, PETER
GLANCES towards the floor where EMPTY BOTTLES lie.
PETER (cont'd)
What is this? Where –
HARRY It
doesn't matter. I'm fine.
HARRY RISES FROM THE COUCH and journeys into the KITCHEN, where he
finds a GLASS to POUR WINE into.
20.

PETER
That’s it? You vanish for weeks,
leave me to pay rent on my own, keep everyone worried for your sake,
and all you have to say for yourself is, “I’m fine”? Where have you
even been?
HARRY I told you –
it doesn't matter.
PETER It does matter.
You left everyone.
 HARRY
Oh, please. You're one to talk about
abandoning people.
PETER
It isn’t about me, Harry. It’s about
Gwen. Do you realize that?
HARRY continues to pour the wine – seemingly carelessly.
PETER (cont'd) She just
died. We thought you’d finally show
your face at her funeral – show some compassion for the one girl who
tried to understand you – and instead you blew it off for something
you won’t even explain?!
HARRY My father just
died this morning!
Can't you understand that?!
PETER FREEZES in HARRY's ERUPTION – his former ANGER becomes
REGRET.
HARRY (cont'd)
You aren’t the only person who lost
something, but you can’t admit that because you’re too selfish to
care about anyone else. That’s all you’ve ever been. Nothing is ever
a problem until it affects you.
PETER
Harry, I haven’t seen you in weeks
and the first time I do, you’re
passed out from drugs on the couch!
You can’t –
21.

HARRY
Here you go again. I thought we
could get past our differences, and I thought we understood each
other, but we don’t. You’re exactly how I thought you were when we
first met.
PETER
If I’m what you say I am, why do you
stay here? Why don’t you leave?! HARRY takes PETER's words to heart.
He GRABS his BAG from the couch, and walks towards the door – but not
without STOPPING HIMSELF on his way. He CLUTCHES PETER'S SHOULDER and
GLARES him in the eye.
HARRY
Keep pushing people away...see where
it takes you.
He EXITS the apartment, and LEAVES PETER IN SOLITUDE...
IN A WIDE ANGLE, WE PULL OUT FROM PETER, AS HE IS LEFT
BEHIND, ALONE...
CUT TO:
INT. PETER PARKER'S ROOM
PUSH IN: PETER'S BED
As the thunder CRASHES, and the DEAFENING sounds of the wind BLOW
outside, PETER TOSSES and TURNS in his sleep. There is
an UNEASE to his room – the STORM outside reflecting his own TORTURE,
until...
CUT TO:
EXT. CENTRAL PARK
PEACE. A STILLNESS to the air, with a QUIET BREEZE and GOLDEN TREES.
There's a certain UNEASE to the silence...but it's REASSURING, and
CALMING.
PETER ADMIRES the world before him, FREED from his ANGUISH.
DISCONNECTED from reality. An attempt for his mind to
escape.
22.

Ahead of him, a FIGURE awaits, her BACK TURNED, only revealing her
GOLDEN HAIR. She's OUT OF REACH, and yet so close...just within
PETER'S PATH.
He DELICATELY steps, hoping to not disturb the TRANQUILITY.
Closer... and
closer...
...and closer.
...until he finally finds himself WITHIN REACH of her. He turns her
around... It's HER.
PETER
Gwen?
GWEN SMILES, for a BRIEF MOMENT...before it REDUCES to a
FROWN OF DISCONTENT. PETER becomes DAZED, as she TURNS AWAY with her
HEAD IN HER HANDS.
GWEN
(under her breath)
No...no...no...
PETER
What? What's wrong?
GWEN
(incoherently)
You...
PETER
What?
GWEN takes her head out from her hands.
PETER EYES HER with CONCERN. The wind HOWLS.
GWEN steps towards PETER...until she HALTS BEFORE HIM. PETER
HESITATES. Until –
She RIPS open his jacket, revealing the HAUNTING FIGURE OF
THE SPIDER ON HIS CHEST.
GWEN
(emotionless)
You killed me.
PETER becomes HORRIFIED, as the world around him comes
23.

CRASHING DOWN. GWEN's formerly elegant figure DIMINISHES to ASH as

she is TORN from his GRASP, and the SPIDER-MAN COSTUME TAKES OVER HIS
BODY.
Everything...he...touches...dies.
EXT. GRAVEYARD
CUT TO:
SPIDER-MAN is THRUST into the MIDDLE OF A GRAVEYARD, SURROUNDED by
the TOMBS of those he has lost. The rain POURS
down, and lightning FLASHES on each name. RICHARD PARKER.
MARY PARKER.
NORMAN OSBORN.
GEORGE STACY.
GWEN STACY.
BEN PARKER.
OVERWHELMED, SPIDER-MAN backs away, turning towards –
CUT TO:
EXT. NEIGHBORHOOD STREET – NIGHT
PETER looks NOTICEABLY YOUNGER, with a VEST and LARGE,
CIRCULAR GLASSES. In the distance, POLICE SIRENS BLARE,
FLASHING in front of a FAMILIAR HOUSE.
OFFICER
(inaudibly)
Suspect was armed, one man was shot and killed in a robbery. Body was
identified as Ben Parker.
PETER falls to his knees, LIFELESSLY staring into the abyss...
CUT TO:
EXT. DARK BUILDING
PETER is now WEARING THE COSTUME once more, but he holds a BODY in
his arms. The LIGHTNING FLASHES to reveal –
24.

GEORGE STACY
Keep...Gwen...safe...
– a SKELETON in a POLICE UNIFORM, GRIPPING TO its FINAL MOMENTS OF
LIFE. SPIDER-MAN stands in TERROR, BACKING AWAY
from the body, DESPERATE to escape his GREATEST FAILURES.
SNAP.
CUT TO:
EXT. DARK WAREHOUSE
Within SPIDER-MAN's LEFT EYE LENS...a BRIDGE. In his
RIGHT...a PUMPKIN BOMB. HAUNTING LAUGHTER ECHOES AND RINGS,
TORMENTING SPIDER-MAN's EVERY MOVE.
From a distance, the sound of a FLIGHT JET increases, before a GLIDER
SPEEDS narrowly past SPIDER-MAN. He TURNS to follow its movement, and
BEHIND HIM, in the SHADOW CAST ON THE WALL, the body of NORMAN OSBORN
becomes IMPALED.
He backs away, desperately trying to escape the terror
– CUT TO:
EXT. GRAVEYARD
...before he finds himself in the MIDST of the GRAVEYARD
that he had found himself in before. He FALLS back to his
knees, POWERLESS and HOPELESS. The LIGHTNING continues to
FLASH THE NAMES.
JONAH JAMESON.
ROBBIE ROBERTSON.
FLASH THOMPSON.
HARRY OSBORN.
MARY JANE WATSON.
MAY PARKER.
ONE BY ONE, PETER's FEARS of the future CULMINATE, as the
RAIN turns to BLOOD. Nothing can stop the CURSE of SPIDERMAN
from DESTROYING THEM ALL...
CUT TO:
25.

INT. PETER PARKER'S APARTMENT – BEDROOM

QUICKLY, and ALARMED, PETER SHOOTS UP from his bed in a COLD
SWEAT. His breath is SHORT, and ANXIETY RACES THROUGH HIS
BODY, but...
It was just a dream.
INT. PETER PARKER'S APARTMENT – KITCHEN
CUT TO:
WE HEAR the subtle noise of a COFFEE POT as PETER lingers in
the kitchen of his DIMLY LIT apartment, patiently awaiting
his coffee.
His mind is RACING internally – still SHAKEN by the weight of his
NIGHTMARES. Next to the coffee pot, PHOTOS OF GWEN decorate the
surroundings...eating away at his soul.
The COFFEE finally finishes, and he REMOVES IT from the pot...until
the ITEMS beside it GRASP his attention.
AMONG THEM...a flash-drive rests next to a PHOTO STRIP of GWEN from
the PAST...on it, the letters read "FOR PETER". He
EYES it for a moment, before CAREFULLY taking it from its
place to OBSERVE.
CUT TO:
INT. PETER PARKER'S APARTMENT – BEDROOM
PETER finds his way back to his BEDROOM. In the CLOSET, his
BATTLE-DAMAGED COSTUME lies beside a CLEAN SECOND
VARIATION – a back-up costume he had worked on over the
years with any extra cash he could garner.
He FALLS into the seat beside his desk, LIFELESSLY FOCUSED on one of
his new WEB-SHOOTER PROTOTYPES, DRAINED of any REMOTE PRIDE OR
HAPPINESS. It THUNDERS outside, with rain
DRAINING DOWN across the window
HALT OF LIFE ITSELF. Before him
HIS PAST –
Photos of his UNCLE BEN,
...his AUNT MAY...
...GEORGE STACY...
...his FRIENDS. HARRY OSBORN...
before him, and the SEEMING
rests the RECOLLECTION OF
26.

...MARY JANE...
...FLASH THOMPSON...
...and his BEST FRIEND & COMPANION.
GWEN STACY.
He made a promise to protect her – to her dying father, who
trusted him with his life that she would be safe by him; and
yet, she was killed by his own hand.
As he LONGS to FILL HIS EMPTINESS...He CAREFULLY REMOVES the
FLASH-DRIVE from his LEFT POCKET.
He STUDIES it, and DREADS the OVERBEARING NOSTALGIA it holds
inside.
The flash-drive belonged to GWEN – found in the pocket of
her jacket at the scene of her death. She had planned to
gift it to Peter for his birthday, until her wishes were cut
short.
CAREFULLY, he INSERTS it into the computer on his desk, as a
COLLECTION OF PHOTOS AND VIDEOS are EMITTED onto the screen.
He CLICKS through the photos...
...RELIVING their first date in the FREEZING COLD WEATHER in TIMES
SQUARE...
...the times of COMFORT...
...of JOY...
...of LOVE.
They come and go, come and go, come and go. Each with their OWN
STORY; their OWN BACKGROUND; their OWN IDENTITY.
As he nears the END of the photos, he finds the VIDEOS
– MOVING REPLAYS of their lives.
One by one, the videos REVEAL THEMSELVES to him – REMNANTS of a
SIMPLER TIME, FREE FROM BURDENS, RESPONSIBILITY, and WORRY...as far
as PETER's MEMORY cares to acknowledge.
It was only them...destined for each other in a world that didn't
make much sense at the time, but maybe they were enough. Nothing then
felt as immediate and dire as it does now – it's the gift and curse
from the ignorance of youth. The memories were real, and yet now
they're forever
intangible – love has escaped from Peter's grasp and its
27.

gaping hole has been filled by an immovable sorrow. As the TEARS WELL
UP in his eyes...
...and his ANXIETY begins to OVERTAKE him...
PETER SMASHES the computer in a MOMENT OF ANGER...only to find
himself alone once more.
The heavy thunder CRACKS, and the rain CRASHES down more
AGGRESSIVELY than before. The traffic FAINTLY sounds again,
and so do the CITY NOISES.
As PETER glances up from his moment of weakness...a photo of MJ
presents itself before him. The GUILT returns. The FEAR of losing
her, too, before she's GONE...unless she already is.
From his BACK POCKET, he pulls out the CRUMPLED LETTER from earlier,
signed by THE MOTHER OF TIM HARRISON.
WE SEE ASPECTS OF THE LETTER, AND WORDS SUCH AS "TERMINAL
ILLNESS"; "NOT MUCH TIME"; "DAYS LEFT" ARE EMPHASIZED.
PETER LOWERS the letter, and becomes LOST BETWEEN WORLDS. CUT TO:
EXT. NEW YORK CITY STREETS – NIGHT
The wind SOFTLY BLOWS on the WET STREETS of the city, as
SEVERAL NEWSPAPERS are accompanied by TRASH as they're taken
by the air.
As the collection of newspapers continue their journey in
the DESOLATE STREETS, and the camera FOLLOWS THEM as they
senselessly journey to nowhere...until –
One of the newspapers becomes HALTED and SEPARATED in its path. It
has latched onto the FOOT of a SHAKEN MAN, who REACHES DOWN to
recover it from the ground.
WE FOLLOW THE NEWSPAPER AS IT BECOMES LIFTED, AND AS THE CAMERA
CIRCLES AROUND, WE FIND THE BROKEN FACE OF -HARRY
OSBORN.
HARRY STRUGGLES to BREATHE, almost as though he has become
SUFFOCATED, unable to escape the shadow of his legacy, for the
newspaper before him reads: NORMAN OSBORN – CONFIRMED DEAD.
28.

He DROPS the newspaper to the ground, and mutually, they

join the rest of the trash in their indefinite paths. He
TRUDGES ON through the GRIM streets.
WIDE TRACKING AS HARRY CONTINUES TO WALK THROUGH THE STREETS, PASSING
BY DIFFERENT WINDOWS AND ABANDONED SHOPS.
CUT TO:
EXT. TIMES SQUARE
HARRY walks into the BOISTEROUS WORLD of Times Square,
REGRETFULLY. Surrounding him is the death of his father, on EVERY
SCREEN and EVERY STATION.
It's INESCAPABLE – no matter which avenue he travels, no
matter which corner he turns, it will always be part of him.
CUT TO:
INT. NEW YORK CITY PARK
Harry is sitting on a bench, DESPERATE to keep running. He
takes more pills in an effort to NUMB himself, but it
doesn't work – they have become his IDENTITY...he is RELIANT
on them. He SHIVERS in the cold, until he GLANCES UP to find
–
A FATHER AND HIS SON. BONDED, CARING, WATCHING OUT for one another.
They have what he had always wanted...the only thing he had ever
longed for. A connection that he could never experience.
He LOWERS his head in SHAME, REMORSE, REGRET – QUESTIONING why he
deserves a life so ABSENT of LOVE, or a remote hint of AFFECTION.
CUT TO:
EXT. GEORGE WASHINGTON BRIDGE
On the EDGE of the bridge, HARRY DRAGS HIMSELF onward. Cars PASS,
which he PAYS NO MIND TO, and as he reaches the
middle, he STOPS. He turns to face the ENDLESS SEA
before him.
The WAVES are accompanied by the RAINFALL.
He lingers in the BURIAL PLACE of GWEN STACY...KILLED by
29.

30. SPIDER-MAN...just like his father. GONE in the blink of an

eye.
MEDIUM SHOT ON HARRY, WHO LEAVES THE SIDE OF THE BRIDGE AND TRUDGES
BACK FROM WHERE HE CAME. THE CAMERA MOVES UP,
PASSING BY ONE OF THE BRIDGE STRUCTURES, JOURNEYING TO THE TOP.
From above, a figure PERCHES on the TOP of the bridge, as the POURING
RAIN CRASHES onto him. Lightning STRIKES in the distance.
THE CAMERA REACHES THE TOP OF THE BRIDGE, THEN MOVES TOWARD THE
FIGURE. IT WRAPS AROUND TO REVEAL THE FACE OF SPIDER
MAN.
From below, the traffic CONTINUES on, UNAWARE of the storms within
PETER PARKER's SOUL. He TURNS to the city, then back at the
outstretched water.
From his SUIT, he TAKES OUT the letter from TIM HARRISON, as
the rain DRIZZLES onto the print.
THE CAMERA FOCUSES ON THE HANDWRITING: THERE ISN'T MUCH TIME.
SPIDER-MAN looks back up, TORN between his GUILT and his
RESPONSIBILITY...
...but he has made his decision.
He STANDS up as the lightning CRACKS, overlooking the MILES OF SEA.
He LEANS FORWARD SLOWLY, until he begins to FREE-FALL downwards.
Immediately before hitting the water, he SWINGS, LAUNCHING into the
city ahead. The citizens observe him SOARING FROM ABOVE, as he
continues to PROPEL HIMSELF against the POURING RAIN.
CUT TO:
EXT. PARTY HOUSE
In the ECHOES of the night, DISCO MUSIC and JOYOUS YELLS can be heard
from a distance.
From the TOP of a building, MJ emerges, ESCAPING from a
PARTY inside of a house – music BLARING and lights BLINDING as she
closes the door.

As she JOURNEYS towards the BALCONY, she takes out a pack of

CIGARETTES from her purse, and attempts to LIGHT one.
FLASH
(off screen)
You know, last I checked, the party’s actually inside.
From out of the PROVERBIAL SHADOWS steps FLASH THOMPSON.
MJ pauses, and DOESN'T LIGHT the cigarette.
MJ Flash?
FLASH I thought
you’d quit smoking?
MJ
Yeah well, a lot’s changed since
then.
FLASH
I, uh-- if you want to be alone, I
can leave. I didn’t mean to bother
you.
MJ
 No, no it’s fine. Sorry. Just a lot
on my mind.
FLASH WALKS UP and LEANS against the rail next to MJ.
FLASH Huh,
you’re tellin' me.
He GAZES OUT toward the city, before REFOCUSING himself on MJ.
FLASH (cont'd)
So, where are Peter and Harry?
MJ
I don’t know.
She continues to LOOK AWAY, THOUGHTLESSLY.
FLASH Everything
okay? Are you alright?
MJ
Nothing, I’m okay. Just needed some
air and a smoke.
31.

FLASH RAISES HIS EYEBROW in DISBELIEF, CLEARLY not falling

for her ruse.
FLASH
C'mon, MJ. Don’t act like I haven't
seen that look before.
MJ What look?
FLASH
That look. A look you’d always try to
cover...and if I remember correctly,
it usually had something to do with
Peter.
MJ doesn’t respond.
FLASH (cont'd)
Can’t believe I’m saying this but I
was always a bit jealous of him. He was always somehow getting looks
from Gwen and Liz--or you. I know you two are close now.
MJ
Today, we uh -- he sort of told me
off.
FLASH
I’m sorry. I doubt he meant anything
he said.
MJ
But what if he did? How do you know
he didn’t?
SILENCE, just the sound of the WIND.
FLASH
You know, ah...I used to hate him. I
think he hated me too. Back in high school. But even after everything
I did to him – you know...the pranks, the humiliation...whatever...he
was still a friend to me when I needed him to be. I’ll never forget
the first time he actually stood up for himself. It was early
sophomore year – and, well, for a guy his size, he could throw a
solid punch. After that, I guess I sort of gained some
32.

respect for him, or something like that. Peter was there for me
during a...difficult...time in my life. You know I didn’t exactly
have a picture perfect home life. My dad wasn’t around much, and when
he was...well, he was around.
FLASH briefly zones out before RETURNING to his former
posture.
FLASH (cont'd) Anyway, when things got bad, Peter and his
Aunt helped me, a lot. Probably too much...even let me stay with them
for a few weeks.
MJ
I never knew.
FLASH
Yeah, well, I didn’t really want
people to know. Look, Gwen’s death
hit everyone hard, and I’m sure it
hit Peter the hardest.
With a heavy SIGH, FLASH tries his best to gather his words.
Beat.
FLASH (cont'd) Mary
Jane, we’re not best friends, and
I’m not gonna pretend we are, and
I don’t know what Peter's going through, or what you’re going
through. But you can’t go through it alone. Pete’s a good guy. He’ll
come around – he always does.
MJ
Thanks, Eugene. I feel a little
better.
FLASH Hey,
what’re friends for?
MJ
So, you and Liz?
FLASH
Ahh, you saw us? Yeah,
exactly my number one fan right now.
she’s not
33.
The whole military thing doesn’t sit right with her.
MJ
Your going away party is in a couple
days, right?
FLASH Sure is, and I
hope to see you there.
With Peter and Harry.
MJ
Well, no promises. Like I said, Peter
isn’t talking to me. And I haven’t seen Harry in weeks. I don’t know
if he’s even in the city.
FLASH
You didn't know?
MJ Know what?
FLASH
Osborn's back in town. Buddy of mine
saw him earlier today.
MJ Really?
MJ's demeanor STARKLY CHANGES into ALARM.
FLASH
Yeah. Anyway, if you see him. Tell
him I’d like to see him at the
party. No idea where he could be
though.
MJ adjusts the purse on her shoulder, and prepares to leave.
MJ It was good
seeing you Flash.
FLASH Good
seeing you too, MJ.
INT. HOSPITAL ROOM
CUT TO:
We leave the EMPTY, LONELY SOLITUDE of the LOST ONES to enter a new
realm that EMBRACES THE MAGIC OF CHILDLIKE
34.

FANTASY. LITTERED with merchandise dedicated to SPIDER MAN the ideal

to strive towards emulating, the perfect embodiment of nobility, the
HERO that no one else could hope to be.
MOTHER
(O.S.)
Then Spider-Man says, “Anyone can win a fight when the odds are
easy!" He gains his strength, plants himself down, and lifts until
he's free from the rubble!
TIM HARRISON listens in AWE, FASCINATED by the story held before him.
 TIM Can
you read it again?
His MOTHER lightheartedly SIGHS.
MOTHER I’ve
read it so many times.
TIM
Please...?
The MOTHER cracks.
MOTHER Okay.
Just one more time.
TIM grins, eager to hear the story he had already heard a
billion times over...but that doesn't matter to him. Each
time is just as NEW and FRESH as the last.
MOTHER (cont'd) "Spider- Man: The Final Chapter", written by --
Her voice is cut short by a NOISE near the ROOM'S WINDOW. The
curtains FLUTTER in the WIND. With her son, the two WORRIEDLY EYE the
outside...only to find nothing. Until --
From above, a letter SOFTLY floats down...but it isn't just
any letter. The bottom is signed, "MOTHER OF TIM HARRISON".
SPIDER-MAN
(off-screen) I hope I’m
not interrupting... A VOICE. HIS VOICE.
35.

The MOTHER stares in AWE, her EYES FOLLOWING a figure SLOWLY

DESCENDING from the ceiling.
THE CAMERA MOVES DOWN TOWARDS TIM HARRISON, WHOSE SHOCK
EQUALLY MATCHES HIS MOTHER'S.
FROM BEHIND TIM AND HIS MOTHER, THE CAMERA PULLS AROUND TO REVEAL
-SPIDER-MAN,
UPSIDE DOWN.
He LEAVES the web he's HANGING FROM, SLOWLY PULLING HIMSELF AROUND to
stand vertically on the hospital floor.
SLOWLY, he walks over to the BED, and KNEELS BESIDE TIM.
SPIDER-MAN (cont'd) Hi, Tim. Nice to meet you – I'm
Spider-Man.
He OUTREACHES his hand to shake, and TIM is SPEECHLESS – WIDE-EYED.
In the purest expression of his emotions, he
disregards
off-guard.
SPIDER-MAN
SPIDER-MAN
the handshake and HUGS SPIDER-MAN, who is caught
TIM HARRISON
I've been waiting for
you...
LOOKS UP at the MOTHER, who responds with a NOD. COMPLETES the hug,
EMBRACING it.
SPIDER-MAN
I know.
They EXIT the hug.
MOTHER
Tim, why don't you show Spider-Man
your comic collection?
FULL of energy, TIM JUMPS UP to fulfill his mother's request.
SPIDER-MAN WATCHES as he EXCITEDLY runs off.
MOTHER (cont'd) We didn't think the Bugle would get
the letter to you.
SPIDER-MAN TURNS to her.
SPIDER-MAN
I'm friends with one of their
photographers.
36.

MOTHER Well, we
can't thank you enough.
The MOTHER grabs her bag from a chair, preparing to leave.
MOTHER
I'm going to grab some coffee. Can I
bring you something?
SPIDER-MAN
No, I'm okay.
MOTHER
All right. Call the doctors if you
need anything. I'll be back in a bit.
SPIDER-MAN responds with a subtle NOD, still not fully conscious in
the moment as the MOTHER departs. Finally, he adjusts himself,
OBSERVING his surroundings – jeez, who knows where to start? It's
basically a shrine in his name.
As he continues to LOOK AROUND, his attention is caught by the most
OBVIOUS part – a WALL OF NEWSPAPERS noting his years as the
wall-crawler.
SLOWLY, he walks toward it – REMINISCING in a WAVE of NOSTALGIA...the
GLORY DAYS – well, not exactly. On each of the DAILY BUGLE
NEWSPAPERS, headlines are CROSSED OUT, CHANGED, MODIFIED –
insistently disregarding JAMESON's slander.
TIM EMERGES from another room, CARRYING STACKS of COMIC
BOOKS in his arms.
SPIDER-MAN
You collected all of
this?
TIM HARRISON
It’s every newspaper that the Daily
Bugle ever wrote about you! Well, almost. I crossed out all the bad
stuff they say.
SPIDER-MAN
How did you--? How did you get all of
these?
TIM HARRISON
I collect everything about you! Look,
I even have some of the web things from your fights with bad guys.
37.

TIM runs over to his drawer, and pulls out a WEB CARTRIDGE.
He brings it back to SPIDER-MAN, who takes it and OBSERVES
it.
SPIDER-MAN
Do you know how it
works?
TIM HARRISON
Well, me and my mom tried to figure
it out. We didn’t really get that
far.
SPIDER-MAN KNEELS DOWN, and REMOVES his glove. He TAKES OFF a
WEB-SHOOTER from his wrist, and TOSSES it to TIM before slipping the
glove back on.
SPIDER-MAN
Check this out. When I was a little
older than you, I made these so I
could get around faster. I created my
own formula for them, and I pack them
into these cartridges.
SPIDER-MAN adds one of the cartridges into the web-shooter.
SPIDER-MAN (cont'd)
Once it’s ready, you just push down
on this lever and it fires the web.
Here, try it.
TIM PUSHES the button, and a WEB-LINE SHOOTS OUT at the wall. He
reacts in DISBELIEF.
TIM HARRISON You made that yourself?!
SPIDER-MAN
Sure did!...after a lot of trial and
error.
TIM HARRISON
Wow...stay here! I need to show you
more!
TIM runs off, unable to contain himself. SPIDER-MAN is taken
aback by his energy.
SPIDER-MAN looks at the comics that TIM had left beside him
– books that place him on a PEDESTAL, and characterize him as an
ICON, rather than a MAN.
He PICKS ONE UP, and OBSERVES it. The cover reads, "SPIDEY
38.

SAVES THE DAY!"

SPIDER-MAN
(to himself)
Ah, jeez.
QUICKLY, TIM RUSHES BACK into the room, and RETURNS with BOXES and
BOXES of TOYS.
TIM HARRISON Look at
all of this! I think, uh...
TIM CURIOUSLY looks into the bin.
TIM HARRISON (cont'd) I think this one is my favorite!
TIM CAREFULLY chooses an ACTION FIGURE, and HOLDS IT UP for
SPIDER-MAN to see. He PRESSES THE BUTTON on his chest, as the toy
exclaims:
TOY
I'm your friendly neighborhood Spider-
Man!
Wow, I --
SPIDER-MAN
SPIDER-MAN REACHES OUT to grab it, but TIM puts the toy back
before he can. He CONTINUES SEARCHING.
TIM HARRISON
Actually, not that one, uh...
TIM discovers more piles, none of which he is able to identify as his
favorite, but all of which have fleetingly fulfilled the role before.
TIM HARRISON (cont'd) I can't choose. Both of these are my
favorite, but also, um...
He places TWO TOYS into SPIDER-MAN's HANDS – one of which is
a version of him in SCUBA GEAR.
SPIDER-MAN
I've never actually gone scuba diving
before.
TIM PAUSES, PUZZLED.
TIM HARRISON
You haven't?...
39.
TIM THINKS to himself for a moment.
TIM HARRISON (cont'd)
Huh!
Without a SECOND THOUGHT, he RETURNS to his search.
He pulls out a VIDEO GAME CONTROLLER...
...and a HOLLYWOOD SPIDER-MAN FIGURE...
...and MORE TOYS...
...and MORE TOYS, until SPIDER-MAN is overwhelmed by the ARMFUL he's
carrying. He sets them down on the bed.
SPIDER-MAN
Listen, Tim -- this is great and
all, but why not -- I don't know -
Captain America or Thor?
TIM HARRISON
What do you mean?
SPIDER-MAN
I mean -- why me?
TIM HARRISON Oh, they're cool and all, but...
He LOOKS DOWN and THINKS TO HIMSELF for a restricts him from putting
it into words.
moment. His age
TIM HARRISON (cont'd)
...I'm not sure.
SPIDER-MAN glances BEYOND TIM, focusing his attention on a small
detail that catches his eye.
On the wall is a DRAWING of SPIDER-MAN – UNMASKED, but RESEMBLING
TIM's FEATURES. He SLOWLY walks over to it.
SPIDER-MAN
Is this you?
TIM HARRISON
Yeah, it was a project for school. We
had to draw our hero, but I didn't
know what you looked like.
SPIDER-MAN TURNS HIS HEAD BACK to look at the drawing once
more.
40.

Perhaps he didn't need an answer from TIM...perhaps this was all he

needed in order to understand.
SPIDER-MAN
Huh. Well, what do you say you show
me how this game works? TIM HARRISON
Okay!
TIM RUNS OVER to turn it on. SPIDER-MAN walks over to sit down.
SPIDER-MAN How old are you, anyway?
 TIM HARRISON
I'm 10, but I'm turning – I mean, my
birthday is in August.
SPIDER-MAN
Nice! Same month as me.
TIM HARRISON
Really?
SPIDER-MAN Yup! I tend
to forget it these days.
TIM laughs, not entirely grasping his reference, but still attempting
to understand. Finally, the game behind them starts up.
TIM HARRISON
This is my favorite game.
SPIDER-MAN
I've never tried one before. You'd
think I'd get exclusive access.
TIM HARRISON
Why don't they give you stuff for
free?
SPIDER-MAN
Oh, you know. Bugle hasn't exactly
made it easy on my rep.
TIM HARRISON
Oh -- yeah.
On the TV screen, a 2D PLAYABLE SPIDER-MAN spawns.
41.

SPIDER-MAN
So that's me, huh?
TIM HARRISON
(pointing to
corresponding
controls)
Yeah! This button is jump, this is for you to move, this is so you
can swing, this is to fight people.
SPIDER-MAN
Wow. I'm impressed.
TIM HARRISON
Here, you try.
TIM HANDS HIM the controller.
As SPIDER-MAN starts to PLAY THE GAME, TIM nervously FIDGETS.
HESITANTLY, he GARNERS THE COURAGE to ask his next question. TIM
HARRISON (cont'd) Spider-
Man?
Yeah, Tim?
SPIDER-MAN
TIM HARRISON
...what happened to the girl on the
bridge?
CLOSE UP ON GLOVES, HANDS FREEZE ON CONTROLLER. PAN UP TO MASK.
SPIDER-MAN LOOKS OVER AT TIM.
WIDE SHOT, CAMERA TRUCKS SLOWLY TO THE LEFT UNTIL OBJECT COVERS FRAME
FOR TRANSITION...
CUT TO:
The ENDLESS STORM RAGES ON. The thunder continues to BOOM. The rain
persists in its AGGRESSION. We find ourselves back in...
EXT. GRAVEYARD
...the HOME of the DEAD, and yet...the LIVING continue to INVADE IT.
42.

From the entrance, HARRY OSBORN EMERGES, LIFELESSLY DRAGGING his body
as if it's TETHERED BY CHAINS. He PASSES BY their tombs...
...by the BODY OF GEORGE...
...by the BODY OF GWEN...
...but he's only here for one reason. He's here to COMFORT himself
with the ONE THING he had been running from.
As he continues his search, he FINDS IT. The GRAVE of NORMAN OSBORN.
HARRY, now LIMPING, PUSHES himself before it -- FALLING TO
HIS KNEES in ANGUISH.
His KIN.
His BLOOD.
His HERITAGE. Gone.
The OSBORN LEGACY, LEFT in HIS HANDS...a BROKEN CHILD,
MISGUIDED and ALONE.
HARRY SOBS on the ground, UNLEASHING all of his TURMOIL and
ANXIETY...why did he have to leave?
He GRASPS the GRAVESTONE, STRUGGLING to lift his head, as the
CRASHING RAIN continues to weigh.
HARRY
Dad...
Eyes BLOODSHOT, accompanied by DARK CIRCLES...tears streaming...HARRY
manages to look upon it.
HARRY (cont'd)
Dad...
HARRY LOSES his grip – his head FALLING back down. VACANTLY, he GRABS
his BAG... ...and from it, he pulls out a BOTTLE OF PILLS.
HARRY STRUGGLES to open them, DESPERATE...but he manages.
Hands SHAKING, body NUMB, he POURS them into his hands...far
more than he ever had previously. He CLUTCHES them, readily accepting
them, until –
BLINDING CAR LIGHTS enter near the graveyard, HALTING and
43.

FREEZING HARRY. He LIFTS his arm to SHIELD himself, slowly lowering

it to find a FIGURE STEPPING OUT from it.
The FIGURE OBSERVES THE SCENE, and when it catches sight of HARRY, it
hurriedly rushes into the cemetery.
As HARRY tries to make out a PERSON, and as it gets closer... MARY
JANE KNEELS INTO FRAME, CONCERNEDLY LOOKING AT HARRY.
HARRY (cont'd)
...MJ?
MJ Harry.
She HUGS him, and HARRY DROPS the pills.
HARRY
How did you –
MJ
I knew you would be here. Just like
Peter.
HARRY
Peter...?
MJ
Come with me. I'll explain
everything.
They RELEASE.
MJ puts her arm around HARRY, helping him WALK BACK to the PARKED
CAR. They get in, and she DRIVES AWAY.
CUT TO:
INT. HOSPITAL ROOM – NOON
SPIDER-MAN is holding a newspaper – WORDLESS and CRUSHED.
SILENT. ISOLATED once more.
TIM WORRIEDLY eyes him.
TIM HARRISON
It's not true...right?
SPIDER-MAN slightly moves his thumb over the headline – DAUGHTER OF
FORMER POLICE CAPTAIN KILLED BY SPIDER-MAN.
44.

TIM HARRISON
They're lying. The Bugle always lies
about you, they – SPIDER-MAN
Tim.
TIM STOPS.
SPIDER-MAN SETS the newspaper down, WALKING towards the
window and LOOKING INTO THE CITY. He GLIMPSES out, LOST in
his GUILT.
 SPIDER-MAN
It's my fault.
SPIDER-MAN TURNS to face the boy, TROUBLED in his breathing.
SPIDER-MAN (cont'd) That girl, she – He STOPS himself.
Something from within prevents him from putting the words
together – he's trapped and struggles to confront himself.
SPIDER-MAN (cont'd) She's gone because of me. A lot of people
are, now. And I can't stop it. TIM WATCHES him, SILENT in the
revelation.
SPIDER-MAN (cont'd) No
matter how hard I try...I can't.
I --
As he LOOKS UP, the room around him is no longer the same. It isn't a
place of warmth and comfort – it's a chamber of lies, and he has
become locked in.
SPIDER-MAN (cont'd) I can't do this. Look -- I'm not the hero you
think I am. And this, all of this
-- it's not me.
TIM HARRISON
But you tried to save her! I saw the
videos! The Bugle is making up stories like they always do!
SPIDER-MAN
It's not the same. There's more to it
that you just won't understand.
45.

TIM HARRISON
What about these stories? When you
[list moments]
SPIDER-MAN
Tim, these – these stories,
they're...they're just that. Stories. Written by people I've never
met before.
TIM falls silent...clearly out of things to say. SPIDER-MAN sighs.
SPIDER-MAN
I just think...I think you're looking
at me as someone I'm not.
TIM HARRISON
I don't understand.
SPIDER-MAN
I know you're just a kid. I
shouldn't –
SPIDER-MAN looks down, taking a moment to recollect himself. He then
lifts his head back to scan the room.
On one of the walls, a poster catches his eye – it's an ad. Not just
any ad – it's designed to market a TV appearance.
Front and center reads 'THE AMAZING SPIDER-MAN: LIVE TONIGHT!'.
SPIDER-MAN SLOWLY WALKS toward the poster, as memories of the past
race back to him. The THRILL. The EXHILARATION. AUDIENCE SCREAMS
FAINTLY ECHO, as an announcer yells:
ANNOUNCER
(faint)
THE AMAZING SPIDER-MAN!...
SPIDER-MAN SOFTLY GRAZES the poster, recalling the GLORY
DAYS...the days before tragedy.
Tim...
TIM looks up.
SPIDER-MAN
SPIDER-MAN
I think I might be able to help you
understand it a little better.
46.

SPIDER-MAN leaves the poster, walking back towards the bed.

SPIDER-MAN (cont'd)
Here, sit down.
TIM gets on the bed, as SPIDER-MAN grabs a chair to sit next
to him.
SPIDER-MAN (cont'd) Now, this is a story I haven't told
anyone before.
TIM HARRISON
Really?
SPIDER-MAN
Really. Now, you see that poster
you've got over there?
TIM moves his focus at the poster that SPIDER-MAN points at, before
looking back and nodding.
SPIDER-MAN
That's something I haven't seen in a
long time.
(MORE)
SPIDER-MAN (cont'd) My first TV appearance, back when I
was first figuring everything out. You remember that?
TIM HARRISON
Yeah! You always appeared on, what's
it called –
SPIDER-MAN
[TV show name]
TIM HARRISON
 Right! I remember it was every
Saturday –
SPIDER-MAN & TIM
(at once)
At 8 PM, right after [previous aired show].
They both laugh.
SPIDER-MAN Wasn't that a little
late for you?
47.

TIM laughs.
TIM HARRISON
I used to watch it without my mom
knowing!
Oh, jeez.
SPIDER-MAN
TIM HARRISON
It wasn't that late.
SPIDER-MAN
(laughing)
Whatever you say. I won't tell her,
don't worry.
For the first time since GWEN's DEATH, PETER finally feels a
moment of FLEETING GLEE.
SPIDER-MAN
Anyway, back to the story. Those TV
appearances? Let's just say they went to my head way too much, way
too fast...
THE CAMERA SLOWLY TRUCKS AWAY FROM THEM, REVEALING THE POSTER, AS
LOUD SCREAMS SOUND THEMSELVES...
INT. LIVE PERFORMANCE STAGE – BEHIND CURTAIN
From BEHIND A CLOSED CURTAIN, a FIGURE NERVOUSLY WAITS, as the CHEERS
FROM BEYOND pierce through the cracks.
It's SPIDER-MAN – wearing a HOMEMADE, CLOTH-LIKE version of his
iconic costume, featuring a BLACK & RED color scheme.
ANNOUNCER
Tonight, we have a new guest,
appearing on live-television for the first time! You may know him as
the wrestler from New York, the man who took down Crusher Hogan, the
star that stole the spotlight – I proudly present to you: THE AMAZING
SPIDER MAN!!!
Without a moment to react, the curtains OPENS, as a BLINDING
WHITE LIGHT consumes the screen...
ENTER MONTAGE
48.
Various newspapers are thrown onto a stand, all reading headlines
about the sudden flare of The Amazing Spider-Man.
ONE OF THE PAPERS IS PICKED UP BY A MAN, AND THE CAMERA FOLLOWS AS HE
OPENS IT TO REVEAL MORE PHOTOS OF SPIDER-MAN ON STAGE.
CUT TO:
INT. STAGE
SPIDER-MAN FLIPS onto the stage, landing in the midst of SMOKE &
LIGHTS as he stands to greet the audience.
CUT TO:
EXT. TICKET BOOTH
Rapidly, TICKETS ARE PRINTED for SPIDER-MAN's APPEARANCE, and posters
are placed onto walls around the city.
Newspapers are BOOMING with business, and the world seems to have
been TAKEN BY STORM.
CUT TO:
EXT. STUDIO EXIT
SPIDER-MAN is BOMBARDED by paparazzi, and requests for
autographs are WAVED in his face.
He SIGNS THEM ALL, answering questions as he PUSHES through
to the exit.
CUT TO:
INT. PODCAST STUDIO
SPIDER-MAN sits across from a HOST in a NEW YORK CITY STUDIO
for an interview on a podcast.
HOST
So, would you consider yourself an
entrepreneur?
SPIDER-MAN
Uh...yeah.
The HOST NODS to himself, TAKING NOTE of his success.
49.

HOST
Respect the grind.
SPIDER-MAN LOOKS AROUND for an exit.
INT. PARKER HOUSE
CUT TO:
On the TV SCREEN, SEVERAL REPORTERS discuss SPIDER-MAN, all
OVERLAPPING one another.
REPORTER 1
In today's news...The Amazing Spider-
Man has taken the world by storm –
REPORTER 2 "Spider-Man"'s sales have skyrocketed
and broken records –
REPORTER 3
– no one knows who he is beneath the
mask, but "Spider-Man" has become quite the celebrity –
REPORTER 4
– "Spider-Man" is growing more and
more by the second.
(MORE)
REPORTER 4 (cont'd) Viewership has reached an all-time high, his name
has become a public
staple, and everyone out there is
begging the question – who is he, and
where did he come from?
Peter watches the TV, as his confidence rises.
SHOT OF: PETER GLANCING AT HIMSELF IN THE MIRROR
He takes off his glasses...
...combs his hair differently...
...changes his style...
...and GRINS at himself in the mirror.
REPORTER 4 (cont'd)
(O.S.)
Whoever he is, I'm sure he's got a whole lot of success coming his
way.
50.

INT. SCHOOL CLASSROOM

Thompson?
Here.
Rand?
Here.
Parker?
TEACHER
FLASH
TEACHER
DANNY
TEACHER
He is MET BY SILENCE.
...Mr. Parker?
INT. PARTY HOUSE
TEACHER
SPIDER-MAN JOINS THE CROWD in their cheers, PARTYING his life away
and DISREGARDING his responsibilities.
CUT TO:
INT. OFFICE
With an AGENT standing beside him, SPIDER-MAN signs SEVERAL
CONTRACTS, and as he finishes the FINAL SIGNATURE, he leans back in
his chair, RELAXED AND CAREFREE..
END OF MONTAGE
CUT TO:
INT. LOCKER ROOM
Spider-Man reaches into his locker, grabbing his supplies before
another big show. He's on the phone.
SPIDER-MAN
Well, why don't we just do it under the table?
51. CUT TO:
CUT TO:

(pause) I'm not signing for that guy.

(pause)
Because I don't want to sign for him, that's why.
(pause)
Okay, then I don't want your deal,
Larry. Right. Okay. Yeah. Talk to my
agent. See ya.
SPIDER-MAN HANGS UP the phone, and proceeds to organize items in his
locker.
For a BRIEF MOMENT, he catches a GLIMPSE of a man RUNNING
down the hallway, CHASED by a COP.
He WATCHES ON from the SIDELINES as the MAN runs by him, who RUSHES
into the elevator JUST IN TIME and ESCAPING.
COP
(out of breath)
Dammit!
SPIDER-MAN LOOKS BACK at his locker, and continues to
organize his items.
COP (cont'd)
Really?
SPIDER-MAN STOPS and TURNS.
SPIDER-MAN
COP
Yeah, you. That guy just ran right past you and you didn't do
anything.
SPIDER-MAN GLANCES at the elevator, then BACK at the COP.
SPIDER-MAN
Oh, I'm sorry, I didn't know I
suddenly got promoted to head of
security down here.
COP
You know that's not what I meant--
 SPIDER-MAN
Then why was it my job?
Who, me?
52.

COP
You celebrities are so detached from
the real world...
SPIDER-MAN
Actually, I think I've had enough of
the 'real world'. You stick to your job, I'll stick to mine.
Everybody's happy.
The COP is DUMBFOUNDED.
COP You've got a
lot to learn, kid.
He WALKS OFF. SPIDER-MAN PRIDEFULLY slips in the final word.
SPIDER-MAN
And hey -- maybe look into some track
teams if you want to catch him next
time.
The COP IGNORES him. SPIDER-MAN STARES a bit longer, knowing
subconsciously that he's wrong, but CHOOSING to REMAIN STUBBORN.
He TURNS BACK to close his locker. REGRETFULLY, his eye catches
itself STARING BACK at the elevator for a brief moment.
INT. HOSPITAL ROOM
SPIDER-MAN I
really was living the life...
TIM HARRISON
...so what happened?
THE CAMERA DOLLIES IN ON SPIDER-MAN, WHO IS LOST IN HIS GUILT.
CUT TO:
EXT. FOREST HILLS
POLICE CARS SURROUND A HOUSE, with OFFICERS MURMURING to one
another about a FAILED BURGLARY.
YOUNG PETER is in his room, STARING into the eyes of his SPIDER-MAN
MASK.
CUT TO:
53.

SPIDER-MAN
(V.O.)
Someone close to me was taken on that same night. I wasn't going to
let it slide.
With TEARS IN HIS EYES, PETER LOOKS AWAY from the mask, out
TOWARDS HIS WINDOW.
EXT. ROOFTOP
OFFICER
Suspect is heading south toward
[address].
On the ledge of a building, Spider-Man PERCHES, OVERLOOKING the
SPEEDING POLICE CARS. He STARES OUT into the city – VENGEFUL –
DESPERATE FOR REVENGE.
He LAUNCHES off the building, using his WEB SHOOTERS to PROPEL
HIMSELF beyond the SPEEDING CARS.
CUT TO:
INT. WAREHOUSE
A BURGLAR finds himself TRAPPED INSIDE, with SURROUNDING COP CARS
outside. He BREATHES HEAVILY, HOLDING UP A GUN and MOVING THROUGH the
DIM LIGHT.
The BLUE GLARE from the moon subtly SHINES IN, ILLUMINATING
small areas of the building. ...a SOUND.
The BURGLAR QUICKLY spins around, ALERTED to the danger.
BURGLAR
Who's there?!
...ANOTHER SOUND.
The BURGLAR begins to SHAKE, TURNING in EVERY DIRECTION.
Suddenly -- BOOM!
With a SINGLE HIT, he is sent FLYING into SEVERAL CRATES. He
STRUGGLES to get up, LOOKING THE FIGURE IN THE EYES.
In a SILHOUETTE created by the MOON, SPIDER-MAN RISES, SLOWLY walking
TOWARD him.
CUT TO:
54.

BURGLAR (cont'd)
You...
SPIDER-MAN
You know me?
SPIDER-MAN GRABS his shirt, TAKING the gun and CRUSHING it.
He THROWS him into ANOTHER PILE of crates.
SPIDER-MAN (cont'd)
...then you know what you did.
BURGLAR The hell do you have to do with it?
What do you have to gain?!
SPIDER-MAN
I've got nothing to gain. But you've
got plenty to lose.
The BURGLAR GETS UP, THROWING A PUNCH. SPIDER-MAN CATCHES IT and
SNAPS HIS WRIST.
SPIDER-MAN (cont'd)
 Benjamin Franklin Parker. That's the
name of the man you murdered
tonight...
He GRABS HIS COLLAR, HOLDING him ABOVE THE CITY STREETS.
SPIDER-MAN (cont'd)
...and you're going to pay for it. He
RIPS the mask off of the BURGLAR, only to find -No.
It's the MAN from the HALLWAY.
The MAN that SPIDER-MAN had pridefully refused to stop.
SPIDER-MAN BACKS AWAY, CRUSHED by the revelation that he is
responsible for the death of BEN PARKER.
CUT TO:
INT. HOSPITAL ROOM
SPIDER-MAN
There isn't a day that goes by where
I'm not reminded of it. All started with this costume.
Tim is LOST and WITHOUT WORDS. SPIDER-MAN GETS UP.
55.

SPIDER-MAN
It was the greatest mistake of my
life, and now everyone else is paying
for it.
TIM HARRISON
But you're a hero! You saved all
these people –
SPIDER-MAN
And how many others have suffered
because of it?
TIM looks at SPIDER-MAN, FRUSTRATED that he is unable to reassure
him.
QUICKLY, he jumps up to SEARCH for something. SPIDER-MAN keeps his
head lowered.
TIM returns with a SCRAPBOOK, and attempts to show SPIDERMAN.
SPIDER-MAN (cont'd)
What's this?
TIM HARRISON It's a history scrapbook about you.
SPIDER-MAN REJECTS it.
SPIDER-MAN I can't do this. I'm sorry.
He GETS UP, heading for the DOOR.
TIM HARRISON Wait!
Spider-Man! Spider-Man!...
SPIDER-MAN OPENS the door, and TIM grabs his arm.
TIM HARRISON (cont'd)
You can't...
REGRETFULLY, SPIDER-MAN takes ONE LAST LOOK at him...but he
has made his decision. He FIGHTS his morals, and CLOSES the
DOOR...
...leaving TIM all by himself.
INT. MARY JANE'S CAR
CUT TO:
56.

As the RAINFALL from outside CONTINUES TO STORM ON, a CAR passes

through the wet streets, turning a corner and approaching the parking
lot by an apartment.
INSIDE THE CAR, HARRY lifelessly STARES out the window from the
passenger seat, sitting in UTTER SILENCE. MJ parks her car, and
attempts to make small talk.
MJ I saw
Flash last night.
As if her words had fallen onto deaf ears, HARRY remains SILENT.
MJ (cont'd)
(smiling)
He asked about you. We were right
about him and Liz.
HARRY
...good for him.
MJ TAKES THE KEYS from the ignition, and FIDGETS WITH THEM
in her hands for a brief moment – LOOKING DOWN, LOST in her
thoughts.
MJ
Where did you
go...?
HARRY'S expression TWITCHES.
His stature is BROKEN.
He CUTS HIS EYE over from the side.
HARRY It
doesn't matter, MJ.
MJ I just
want to understand.
HARRY
You wouldn't.
MJ HOPELESSLY gives up...understanding that her attempts are
worthless. HARRY CUTS HIS EYE back to the window.
HARRY (cont'd) You shouldn't have stopped me.
MJ From what?
57.

HARRY doesn't respond.

Beat.
MJ (cont'd) Harry,
you have to talk to me. I can't
help you if you don't – HARRY
Help me?
HARRY (cont'd)
Why do you care so much?
MJ I'm just
trying to help.
HARRY slightly scoffs.
HARRY
It's not worth it.
MJ readjusts her posture.
MJ I know you're still
taking the pills.
Silently, he acknowledges the claim. He doesn't utter a word...but
his silence speaks volumes.
MJ (cont'd) Why do
you keep hurting yourself?
Once again, HARRY IGNORES her.
MJ (cont'd) Harry.
You need to tell me what's going
on –
SUDDENLY, like a rubber band, HARRY SNAPS. His internal anxiety
PUSHES BACK, and with an ACCUSATORY FINGER, he QUICKLY TURNS TO HER –
WIDE EYED.
HARRY
(frantic)
You need to stop.
The URGENCY in his words are COLD, and MJ FLINCHES...but she
REFUSES TO RELENT.
No.
MJ
58.

HARRY
You want to know why I was at that
cemetery?
MJ watches HARRY as he BATTLES HIMSELF FROM WITHIN. He LEANS
HIS HEAD ON THE WINDOW...AVOIDING EYE CONTACT. Everything from within
is SCREAMING for him to stop...but he FIGHTS his INSTINCTS, and
FORCES HIMSELF to open up.
HARRY (cont'd)
Because I had nowhere else to
go.
MJ SILENTLY STARES.
Beat.
HARRY (cont'd) Not after Dad died. Not after Gwen.
HARRY (cont'd)
You know Pete was going to propose
to her? He had the ring. I was there with him when he bought it.
(MORE)
HARRY (cont'd) Gave him
everything I knew. Helped him as
much as he could...but he backed
out. Then Dad lost his mind again
and it all came crashing down.
HARRY (cont'd)
(frantic)
...so I ran. And I didn't stop. And I missed Gwen's funeral. And I
left my Dad and I left Peter and I left you. And now I'm stuck with
these --
Beat.
GRITTING HIS TEETH, he OPENS HIS BAG, and pulls out his PILLS, waving
them in his hand.
HARRY (cont'd)
(frantic)
-- these drugs. And I know I need to give 'em up but I can't. They're
all I have left. And if they kill me then so be it.
59.

MJ begins to WEEP, as TEARS form in her eyes. Her friend has

become a SHELL of what he once was...REDUCED to NOTHING.
HARRY begins to SHAKE...the ANXIETY OVERFLOWS HIS BODY. FALLING back
into his chair, he starts to ROCK back and forth, SUBTLY, as he
raises his hands to his head. Everything has become NUMB to him...his
mind is FRIED, RACING faster than he can manage.
HARRY (cont'd) I don't know what to do.
MJ
(through her tears)
Harry.
HARRY
What am I supposed to do, MJ?
MJ
Harry. Please.
HARRY's EMOTIONS have EXCEEDED beyond his control. He
CRADLES himself like a CHILD...BREAKING DOWN uncontrollably.
MJ (cont'd) I know what it's like.
HARRY is still TRAPPED, and RAPIDLY DIMINISHING...but MJ
PERSISTS.
Beat.
MJ (cont'd)
...to feel lost, and alone.
MJ (cont'd)
I've lived my whole life as someone
else. Trying to be the girl that everyone knew. You don't think I
came back from those parties sobbing? You don't think I went to sleep
every night as the same scared girl I've always been?
The SOFTNESS in her voice REACHES his SOUL...the SHAKING
begins to SLOW...the NUMBNESS begins to WEAR...the TEARS
begin to STOP.
MJ (cont'd)
I understand, Harry. There's more to
me than people know, but it doesn't
60.

matter. Because I have you, and Peter...and we had Gwen.

STILL LOOKING DOWN, HARRY READJUSTS his posture. He REGAINS CONTROL
over his breathing.
Beat.
HARRY
I just feel so alone. I want it to stop.
MJ
I don't know if you'll remember
this...it feels so distant. It was a
night in the summer. 4th of July
weekend.
HARRY raises his head, RECALLING her ANECDOTE.
Beat.
MJ (cont'd)
It was raining. The four of us were
there...we were all waiting to watch the fireworks go off. But it was
raining so hard we didn’t know if they ever would. Everyone had their
own umbrellas except for Peter and Gwen – they were under just one.
And it was a small umbrella too, so they had to stay really close to
each other.
(MORE)
MJ (cont'd)
It was one of their first dates as a
couple, and one of the first times just the four of us were all
together. We waited and waited for the fireworks...
MJ (cont'd)
Eventually we all wanted to leave,
except for you. You convinced us to wait just a little longer, and
sure enough, the sky lit up with fireworks. The night wasn't the same
after that...everyone became just a little bit brighter. We all got a
little bit closer. And you made it one of the most memorable nights
of our lives.
61.

HARRY becomes OVERWHELMED by the PAST...the MEMORIES FLOW...

the NUMBNESS of the DRUGS become LOST. He PANICS in the
midst of the OVERBEARING NOSTALGIA...
...he can't take it. Without warning, he OPENS THE CAR DOOR,
and LEAVES in an attempt to KEEP RUNNING.
MJ (cont'd)
Harry? Harry!
MJ FRANTICALLY LEAVES the car, RUSHING AFTER HIM – refusing to let
him go again.
MJ (cont'd)
Harry!
HARRY
Just let me go!
MJ
I'm not leaving you. Please just
stop.
HARRY FREEZES, and SLOWLY TURNS to FACE HER in the POURING
RAIN.
Beat.
MJ (cont'd)
We're all hurting. We're all broken.
MJ (cont'd)
But we can change. We can break the cycles...
WE LINGER ON THE DRUGS, CLUTCHED BY HARRY, AND DOLLY TOWARDS THEM
BEFORE PANNING UP TO HARRY.
MJ (cont'd)
...and start again.
MJ takes a step closer.
Please.
MJ (cont'd)
HARRY is CAUGHT BETWEEN WORLDS – presented with the crossroads of his
path. He can take the drugs, and flee into the world...or take MJ's
hand, and return to her comfort. He CLUTCHES them in his hand,
DESPERATE to HOLD ON...
62.

...but he OVERCOMES his own demons. RAPIDLY BREAKING DOWN,

he drops them to the ground, and FALLS to his knees. MJ
RUSHES over to him, COMFORTING HIM in his sorrow.
MJ (cont'd)
 It's okay. It's okay.
FROM A WIDE ANGLE, WE PULL BACK SLOWLY FROM HARRY & MJ, AS
THEY KNEEL TOGETHER IN THE MIDST OF THE STORM AROUND THEM.
CUT TO:
INT. HOSPITAL ROOM – HALLWAY
SPIDER-MAN OPENS THE DOOR from the room of TIM HARRISON,
full of REGRET.
He WALKS DOWN the hallway of the hospital, heading towards the
elevator. He is observed by TIM's MOTHER, who is SITTING on a nearby
chair. As SPIDER-MAN PASSES HER in the hallway, she stands up.
MOTHER
(O.S.)
Hey.
SPIDER-MAN FREEZES, before AWKWARDLY TURNING and meeting eyes.
SPIDER-MAN
Oh, hey.
MOTHER
She NEARS closer to him.
MOTHER (cont'd)
How'd it go?
SPIDER-MAN
I, ah –
She awaits an answer.
SPIDER-MAN (cont'd)
I really shouldn't be here.
So...
MOTHER
SPIDER-MAN TURNS, and attempts to SUBTLY ESCAPE. The MOTHER
What?
63.

SPEEDS up her walking AHEAD OF HIM, STOPPING him in his

path.
MOTHER (cont'd)
What's wrong?
SPIDER-MAN AVOIDS LOOKING at her, instead choosing to look ahead at
the elevator...but there's no easy way out of this. He SIGHS before
looking back at her.
SPIDER-MAN Whoever
he thinks I am, I'm not.
You've seen the headlines, figure it
out.
SPIDER-MAN's EFFORTS to push past her are immediately HALTED.
MOTHER
Wait!
They eye one another.
MOTHER (cont'd) So
this is about the Bugle? You're
giving in?
SPIDER-MAN
It's about the truth. It isn't fair
that your son should look up to someone who isn't half of what he
thinks they are.
MOTHER
What did you tell
him?
SPIDER-MAN I told him what he
needed to hear.
He's better off.
MOTHER You
don't get it, do you?
SPIDER-MAN SIGHS with the knowledge that his GUILT is
CATCHING BACK UP to him...the REGRET becomes INCREASINGLY DIFFICULT
to push away.
SPIDER-MAN
I don't know.
64.

MOTHER
In that room is a boy who has looked
up to you for his entire life...he has seen you save countless lives,
he has seen you prevent years of disasters, he has seen you push
through the endless slander from the Bugle and the press...you’re his
hero.
Her words RING CLEAR to him...
MOTHER (cont'd) What he thinks you are is what you
are...whether you think so or
not... and he needs to believe
that.
SPIDER-MAN TURNS to look back at the door for before turning back.
a moment,
MOTHER (cont'd) ...so
give him something to believe in.
SPIDER-MAN NODS, UNDERSTANDING the shoes he needs to fill.
The SPIRIT he needs to EMBODY...
...one last time.
INT. HOSPITAL ROOM
CUT TO:
From inside TIM's ROOM, the door handle SLOWLY CREAKS...and
SPIDER-MAN pushes it open.
He finds TIM – unusually SILENT and ALONE...holding the
SCRAPBOOK in his arms. SPIDER-MAN shuts the door behind him.
SPIDER-MAN
Hey, buddy.
In an attempt to HIDE his LOW SPIRITS, TIM attempts to BURY himself
in the book, and doesn't respond.
SPIDER-MAN quietly sighs – not at TIM, but at himself. He looks back
to the DRAWING ON THE WALL – recalling its significance, and
inspiring himself to follow through.
SPIDER-MAN (cont'd)
Look, about what I said...I was
wrong. I just – after what I told
65.

you, I wasn't thinking straight.

I'm sorry.
TIM looks up from the book, his face slightly BRIGHTER than
before. He SMILES.
TIM HARRISON
It's okay.
SPIDER-MAN relieves himself, taking a few steps towards TIM.
He glances at the scrapbook in his arms.
SPIDER-MAN You wanted me to see that scrapbook?
TIM HARRISON
Oh -- yeah.
TIM scoots over slightly, making room for SPIDER-MAN.
SPIDER-MAN sits beside him, and instantly recognizes one of
the photos.
SPIDER-MAN
Hey, that's from -TIM closes the
book, and looks up at SPIDER-MAN.
TIM HARRISON
Wait! I have to show you it from the
beginning.
SPIDER-MAN laughs.
SPIDER-MAN
Okay. You ready?
TIM nods, and opens the book to the first page.
TIM HARRISON
Well, this is from the time you first
fought Vulture on the water tank.
SPIDER-MAN Oh, man.
This really takes me back.
He points to another photo...
SPIDER-MAN (cont'd)
 Here's when you fought Sandman for
the first time at Midtown High. You
had to flip him over instead of
punching him...
66.

SPIDER-MAN (cont'd)
That's right. I had to so I wouldn't
break my hand.
TIM finds another photo.
TIM HARRISON
Oh! This is when you first fought
Electro!
SPIDER-MAN Oh, yeah!
With the rubber gloves!
They both LAUGH as they admire the seemingly ancient photos. TIM
turns the page.
TIM HARRISON
...and Doc Ock, and Rhino, and
Scorpion, and the Lizard, and
Mysterio...
SPIDER-MAN admires the memoir to his rogues, listed in rapid
succession.
TIM HARRISON (cont'd)
Oh, oh! This was when you had to
lift the building up to save all
those people! When you first fought
the Sinister Six!
SPIDER-MAN starts to pay closer attention.
SPIDER-MAN
...wow.
TIM HARRISON
And the time when you saved the
bridge from the Rhino! And when you stopped Vulture from destroying
the Daily Bugle! And when you saved...
TIM's voice becomes LOST to SPIDER-MAN, as the MEMOIR to his CAREER
battles his INNER TURMOIL. His ACHIEVEMENTS; his SUCCESSES; his
ability to PREVAIL through OVERWHELMING
ODDS -- they all BLEND as a TRIBUTE to his UNREWARDED HEROISM.
The PHOTOS UNIFY...each recalling SPIDER-MAN's impact on each & every
person he had saved. As each event is recalled, elements of the
memory ECHO through SPIDER-MAN's STREAM OF CONSCIOUSNESS...even the
smallest hints of GRATITUDE & APPRECIATION find their way back.
67.
...a FALLING SCHOOL BUS, prevented from FLYING OFF a
bridge... ...a BLIND MAN SAVED from a SPEEDING
CAR...
...a COLLAPSING BUILDING, held up only by SPIDER-MAN's STRENGTH...
...a FAMILY saved from debris, as SPIDER-MAN balances the battle with
the civilians... ...a BABY SAVED from a BURNING BUILDING...
...a FREIGHT TRAIN saved only by SPIDER-MAN's WEB...
...the WALLS OF A SUBWAY COLLAPSING, as SPIDER-MAN STRUGGLES to hold
it up...
...a WOMAN, assisted in standing amidst the wreckage of RUBBLE and
DUST.
...a SOBBING CHILD comforted by SPIDER-MAN on the sidewalk, with a
smoking building in the background... ...SPIDER-MAN on the HOOD of a
car, during the evening...
SPIDER-MAN
(O.S.; echoed & distant)
Hey fellas, got room for one more?
CAR SCREECHES DISTANTLY SOUND, AS THE CAMERA REMAINS ON THE
PHOTO, SLOWLY ZOOMING TOWARDS IT, LINGERING LONGER THAN THE
REST...
SPIDER-MAN (cont'd)
(O.S.; echoed & distant) Looks like a detour up ahead, you don't mind
me taking the wheel for a sec, do ya?
...something is different about this photo. It isn't from long ago.
It's nothing special – just a typical car chase with the same outcome
as always...but no...this was on a day that PETER will NEVER FORGET.
GWEN
(O.S.; echoed & distant) Couldn’t ask for more? Amazing?
PETER
(O.S.; echoed & distant) Well,
just a little amazing.
GWEN's FAINT, DELICATE LAUGH ECHOES through PETER's MIND.
68.

INNOCENT. HAPPY. She was SAFE...and that was all that mattered to
him.
EXT. GWEN STACY'S NEIGHBORHOOD
The SUBTLE DETAILS from that night RIPPLE through PETER's MIND.
The GOLDEN SHINE of her hair.
The STARS in her eyes.
The SOFT BREEZE, the DISTANT CITY TRAFFIC, the SECURITY of having one
another.
GWEN (echoed & distant)
I love you, Peter
Parker.
Both of their eyes GLISTEN.
PETER (echoed & distant)
And I love you, Gwen
Stacy.
With that...they LET GO of each other...not knowing just how
much they would’ve liked to hang on longer.
EXIT VIVID
MEMORY
INT. HOSPITAL ROOM
WE MOVE TOWARD SPIDER-MAN'S FACE, AS THE SCRAPBOOK REACHES
ITS FINAL PAGE.
TIM looks up at SPIDER-MAN, whose mind has CHANGED...
SHIFTED.
SPIDER-MAN stands from where he was, DAZED. He EXAMINES the room
again in a NEWFOUND LIGHT -- no longer in CONTEMPT of himself, but
perhaps, UNDERSTANDING.
The POSTERS, the TOYS, the BOOKS, the COMICS...they're a bit brighter
now. They aren't as suffocating as they once were.
ENTER VIVID
MEMORY
69.

SPIDER-MAN
Wow...
He looks back at the window -- it's dark.
SPIDER-MAN
Looks like it's getting a little
late, huh?
Yeah...
Let's get you to bed.
Together, they walk over to the BEDSIDE.
SPIDER-MAN ORGANIZES the covers for him, as TIM climbs up.
SPIDER-MAN TUCKS HIM IN.
SPIDER-MAN
You ever need anything, I'm a call
away.
He begins to walk to the window, until –
TIM HARRISON
Um, Spider-Man?
SPIDER-MAN turns.
Yeah, Tim?
SPIDER-MAN
TIM HARRISON
SPIDER-MAN
TIM HARRISON
 Well...I was just wondering if you
could do one last thing for me.
SPIDER-MAN
Anything. What is it?
TIM HARRISON
Could you -- tell me who you really
are?
SPIDER-MAN is TAKEN ABACK by the request -- how could he show his
face to someone who he has only known for less than a day?
How could he put the lives of his loved ones at risk, only
for the sake of a child?
70.

SPIDER-MAN
I -- uh...
TIM HARRISON
Please? Before...
SPIDER-MAN
Before what?
SPIDER-MAN, for a moment, is CAUGHT IN A DAZE; unable to recall TIM's
reference...
...until the BEEP of the HEART MONITOR sounds, and he
GLANCES at the MEDICAL SUPPLIES beside his bed.
SPIDER-MAN looks back at TIM, and READJUSTS HIS POSTURE.
He has made his decision. As he journeys back to TIM's
BEDSIDE, he KNEELS DOWN next to him.
Beat.
SPIDER-MAN
I’ve never shown anyone my true face
before. If any of my enemies found out about who I am, the people I
love would get hurt.
SPIDER-MAN (cont'd)
Can I trust you?
TIM shakes his head in assertion. SPIDER-MAN responds with a similar
nod. SPIDER-MAN looks down, RAISING HIS ARM...
...and carefully, he REMOVES THE MASK FROM HIS FACE, to reveal his
true identity: Peter Parker.
TIM is STUNNED.
TIM HARRISON
You - you’re Peter Parker...you’re
the photographer on all the Daily Bugle newspapers...
PETER PARKER
(smiling)
Yeah -- yeah, I
am.
PETER gives the mask to TIM, who STARES into the LENSES as
they REFLECT HIS FACE.
71.

PETER PARKER (cont'd) This mask -- it means something to a lot of

people. You helped me realize
that today.
TIM, after ADMIRING the mask, TURNS BACK to PETER, as TEARS well up
in his eyes.
TIM HARRISON
Do you have to go?
PETER looks down, CAUGHT IN THE MIDST OF THE EMOTION.
As he looks back up, his eyes are EQUALLY FILLED with tears.
Wordlessly, he affirms TIM's question with a nod.
TIM jumps into PETER's arms for a hug -- this time, with PETER
comforting TIM, rather than TIM comforting HIM.
They EXIT the hug.
I'm scared.
TIM HARRISON (cont'd)
Peter LAUGHS.
PETER wipes
BACK. PETER
HIS HEAD...
PETER PARKER Yeah, braver than that, too.
TIM HARRISON
Thank you, Peter.
a tear from TIM's eye, and the mask is HANDED looks into the lenses
as well, before LOWERING
PETER PARKER
Tim. I don't know the future..
that's not one of my powers. But
what I do know is that you're brave.
Braver than
than I ever
Braver than
on Blank ?
I've ever been. Braver
could be.
TIM HARRISON
when you fought So And So
...and SLIPPING IT BACK ON. He raises his head and NODS,
before standing up.
SPIDER-MAN
Goodnight, Tim.
72.
SPIDER-MAN gets ready to leave, and OPENS the window.
TIM HARRISON
Wait, Peter.
SPIDER-MAN TURNS.
TIM HARRISON (cont'd)
Will Spider-Man be back?
Glancing back at the room – reminiscing on his day with TIM HARRISON
– PETER silently relives the moments to himself.
At last, he looks back over at the bed.
SPIDER-MAN I'm
always in the neighborhood.
With that, he LEAPS out of the window, SWINGING into the
INFINITY OF POTENTIAL ahead.
TIM LEAPS out of bed, RUSHING to the window so he can witness his
HERO disappear into the night.
He watches until SPIDER-MAN is no longer visible, and ADMIRES the
city for a few moments longer.
With that, he journeys back over to his bed, and climbs back up into
it. As we find ourselves experiencing the final moments with TIM
HARRISON, he shuts his light off, fulfilled in the greatest day of
his life.
BLACK SCREEN.
PETER PARKER
(V.O.) I wish we could’ve
taken that trip.
INT. GRAVEYARD – MORNING
PETER PARKER
(V.O.)
I wish I could hold you...one more time. Just for a second. I wish I
would’ve proposed. Why didn’t I propose?
AMONG THE GRAVES emerges a FIGURE...costumed in RED & BLUE.
It's SPIDER-MAN – here to amend the dead.
FADE IN...
73.

Individually, SPIDER-MAN visits each & every stone – the graves of

those who shaped him. RICHARD PARKER...
...MARY PARKER...
PETER PARKER
I’m sorry -- for failing. I’m sorry
for not saving you. I was supposed to
protect you.
...NORMAN OSBORN...
...GEORGE STACY...
PETER PARKER (cont'd)
I met this really cool kid. His name is -- his name was Tim. And for
some
reason, I told him who I was. He didn’t have a lot of time.
...GEORGE STACY... ...BEN PARKER...
PETER PARKER (cont'd) Gwen, after you died I was ready to quit.
Forever. And I’ve always been ready to quit. But it was different
this time. I had no one to live for.
Or, that’s what I thought, anyway.
Tim helped me see a bit more clearly.
He asked about you, actually. You
would’ve liked him, he was a good
kid.
AS SPIDER-MAN STANDS BEFORE A GRAVE, HE MOVES TO JOURNEY ONWARD, AND
AS HE MOVES OUT OF VIEW, THE NAME ON THE STONE CLEARLY READS "TIM
HARRISON".
PETER PARKER (cont'd) I’m not ready to love again, not sure
I’ll ever be. But I think-- I think I’m ready to try and live again.
It’s what you would have wanted. It’s what Ben and George would’ve
wanted too.
CUT TO:
EXT. GEORGE WASHINGTON BRIDGE
From the top of the bridge, SPIDER-MAN OVERLOOKS the city...
WATCHFULLY PROTECTING IT.
74.

PETER PARKER Spider-Man is bigger than me. And I

will always be Spider-Man. Not because I want to, but because I have
to. Because out there, there are people just like Tim. And they need
Spider-Man.
In his hand, SPIDER-MAN holds a LOTUS FLOWER. He holds it
over the outstretched waters...before releasing it, and
watching as it silently glides down.
PETER PARKER (cont'd)
...and that’s more important than
what I need.
INT. PETER PARKER'S APARTMENT – ROOM
CUT TO:
SOFT drifts of wind SWIFTLY sound, joined by the STEADY WHIR
of an ANTIQUE TAPE RECORDER.
Beside a window, as a LIGHT BLUE MOONLIGHT shines, PETER PARKER sits
at his desk, SPEAKING into the tape recorder sitting before him.
Beat.
PETER PARKER I don't think I’ll ever get over you.
Or your death. I don’t want you to think this tape is me trying to
forget you either. I will never forget you. Don’t think of this as a
goodbye tape. It’s more of checking in tape. So here I am, just
checking in to say hi. And to say I miss you.
PETER PARKER (cont'd)
(sigh) I
miss you, Gwen.
PETER hesitates to end the recording, GRASPING onto the
FINAL TANGIBLE REMNANT of GWEN'S life, until, at last...
...he brings it to a close. With a HEAVY SIGH, he LOOKS OUT
into the moonlight, PONDERING about where to go next.
Creek. A subtle sound, unbeknownst to PETER.
75.

WE CIRCLE AROUND PETER'S HEAD, OVERSEEING THE REST OF THE

ROOM, UNTIL...
MARY JANE WATSON SOFTLY knocks on PETER'S OPEN DOOR. He TURNS,
ALARMED...yet with a certain STILLNESS to his movement.
PETER PARKER (cont'd)
MJ? How much did you – MJ CALMLY STEPS FORWARD
into the light.
MJ Not
much. Just the end.
Behind her, from out of view, HARRY OSBORN EMERGES into the room,
CAREFULLY and NERVOUSLY.
HARRY
Hey, Pete.
PETER PARKER
(softly)
Harry...
The room is TRANQUIL, and QUIET. PETER, after ZONING OUT on them for
a brief moment, begins to SUBTLY CLEAN his desk, POINTLESSLY
REORGANIZING the items and shifting them around.
PETER PARKER (cont'd)
Can I get you guys anything? Water,
coffee...
HARRY We're
okay. Listen, Pete.
HARRY WALKS over to the desk, and BRIEFLY HELPS HIM REORGANIZE in an
effort to help lighten his plate. As he moves a photo over, he HALTS
PETER.
HARRY (cont'd)
Pete. Here, stop for a minute.
He puts his arm on PETER's SHOULDER, with the notion that
he'll handle it later.
 HARRY (cont'd)
I, ah...
HARRY TURNS HIS HEAD to MJ, who responds with a NOD of
encouragement.
76.

HARRY (cont'd) You know

I'm not good at this. Never have
been. Everyone knows it. But you
were right.
He grabs a RUBIK'S CUBE from the desk, SOLVING IT to ease his
anxiety, as he PACES around the room.
HARRY (cont'd)
You know, I remember this so clearly.
It's stupid. But it stuck with me. Here I was, standing on the ESU
Football Field, imagining myself out there with all the guys – name
up in the stars...when I couldn't even keep a C in my science class.
I really thought I was made for these big dreams...
He turns back to PETER, placing the RUBIK'S CUBE on the
desk, SOLVED.
HARRY (cont'd)
That wasn't for me. I was crazy to think so. Then I met you. This guy
who didn't dream about any of that,
and yet still had it all.
As he STARES at PETER, a hint of ENVY fills his eyes...but
the spark quickly fades.
HARRY (cont'd) ...but
that's not the point. The point is,
you showed me what I could be. You were there for me. You had my
back. You stuck your neck out for me. Then I went and ran away when I
owed you.
From his JACKET, he pulls out a PICTURE. On it is GWEN, HARRY, MJ,
and PETER. He hands it to PETER.
HARRY (cont'd) Summer
last year. That's the night you
asked out Gwen for the first
time.
MJ steps forward.
MJ
She couldn't stop talking about it
to everyone. Lightened up every time
77.

your name was mentioned. We all knew there was something special.
PETER TEARS UP as he reminisces on the night, and smiles
through the flow of emotion.
MJ laughs.
PETER
She said she'd only date me if I
scored that plush toy for her. From
that game at the carnival.
MJ
We remember. You were trying for at least half an hour.
PETER
(smiling, still
looking at the
picture)
Couldn't have been that long.
WE LINGER ON THE PHOTO, AND FOCUS IN ON HARRY & MJ AS PETER CONTINUES
TO STUDY IT.
PETER, having returned to his senses, refocuses on them as
they stand.
PETER (cont'd) I thought...that...pushing people away
would fix things – put an end to it
all...and in the process I said a
lot of things that I didn't mean.
MJ cuts her eyes down at the floor, recalling the argument in the
graveyard. PETER catches her expression, before returning to his
stature.
PETER (cont'd) ...but
we need each other. Living alone
isn't living. If it was, then what would this mean?
PETER holds the PHOTO up for HARRY & MJ to see.
PETER (cont'd) You two
are the closest friends I have. The
only ones who understand. I can't
lose you too.
As PETER sets the PHOTO down on the desk, he continues to speak as
his eyes lock back onto it.
78.

PETER (cont'd)
We've got to keep moving on. For her.
For everyone.
MJ NODS her head, before EMBRACING PETER with open arms.
They HUG, and PETER opens up room for HARRY.
WIDE SHOT OF THE THREE SILENTLY MOURNING WITH ONE ANOTHER, BEFORE
THEY RELEASE FROM THE GROUP HUG.
HARRY
Well, now that this is taken care
of...Pete, MJ mentioned something about Flash's Going Away party? You
coming?
PETER Oh, man. I totally
forgot about that.
HARRY 6:30 tonight, if
you're interested.
MJ, want to tag along early?
MJ You go ahead, I'll catch up.
HARRY gestures an approval before putting on his overcoat,
and heading for the door.
PETER
Har.
Harry TURNS, CURIOUSLY, as he grabs the wall with his hand.
PETER (cont'd) I'm, ah...I'm sorry about your dad.
HALF-SMILING, HARRY NODS and looks down, before RETURNING to
his previous stature.
HARRY
6:30 tonight.
PETER
I’ll be there.
Harry LEAVES THE ROOM.
In an effort to resolve his stress, PETER puts his head in his hands
and sighs, which MJ takes notice of.
MJ You
alright, tiger?
79.

PETER You know I didn't mean what I said.

At the cemetery.
MJ SHRUGS it off.
MJ
No, you were right. It was a wake-up
call. I needed it.
PETER
No, but –
PETER SIGHS, attempting to collect himself and find his words.
PETER (cont'd) I shouldn't have said it. I didn't realize, until now,
that I don't
know much about you, or the things
you're dealing with, and –
MJ
Stop right there.
She KNEELS BESIDE HIM.
MJ (cont'd)
We all lost something. Not just me,
 not just Harry. All of us.
PETER takes his head from his hands, finally MEETING HER
EYES.
MJ (cont'd)
...but I think we gained something, too. It's funny how life works
like
that.
PETER HALF-SMILES. MJ, in an effort to LIGHTEN THE MOOD, hits his arm
before standing up.
MJ (cont'd)
Now, get yourself ready for the party
tonight. It'll get your mind off
things.
MJ PUTS ON HER COAT, and prepares to head for the door.
PETER
I'll try.
80.

As she begins to leave, PETER finds himself back at the desk, and
picks up the TAPE RECORDER. Before MJ leaves the room, she STOPS
HERSELF.
MJ Will you do me
a favor, Peter?
PETER turns to MJ.
MJ (cont'd)
Say "hello" for me and -Beat.
MJ (cont'd)
Tell Gwen I miss her, too.
With that, MJ LEAVES the room, and PETER takes a moment to SMILE
before RETURNING to the desk organization.
CUT TO:
INT. RESTAURANT
Surrounded by BALLOONS, DECORATIONS, and CARDS, FLASH
THOMPSON EMERGES with a drink in CELEBRATION. His friends
surround him – including MARY JANE and HARRY, who are sitting and
laughing at a booth.
FLASH stops by their booth briefly, placing his hand on the
counter and leaning.
FLASH Hey, you know if
Parker will be here?
MJ He
said he'd be here.
FLASH Ah, you know
him. Classically late.
MJ (smiling) I'm sure
 he'll be here soon.
FLASH
Cool, cool. Drinks are in the back –
all on me! Come here, I need to
introduce you to some of my buddies.
FLASH backs away while pointing at them, before joining more guests
for conversation. HARRY & MJ smile at one another before getting up &
following him.
81.

EXT. RESTAURANT
From across the street, PETER rushes up with a SUIT & TIE,
straightening his hair and ensuring that he's presentable.
He walks across, and from inside the windows, he sees MJ & HARRY
HAPPILY SOCIALIZING. He stops to watch for a moment...
fearful to enter the living again, but prepared. As he gets ready to
head for the entrance -SIRENS.
As his spider-sense rings, PETER turns his head to the
danger, as COP-CARS RACE BY in the distance. He looks
back through the window...
...to find his friends, making the most out of the time they
have together...
...then back to the city streets – understanding his
responsibility...accepting his sacrifice. Not because he wants to,
but because he has to.
He takes one last look at his friends, torn between his
personal desires & his obligations...but this is bigger than
him, and more important than what he needs.
As PETER adjusts the tie on his suit, he RUSHES out of frame –
leaving HARRY, who LAUGHS with the others as GREEN
CONFETTI FALLS AROUND THE ROOM, and MJ, who turns to catch
the end of PETER's DEPARTURE.
CUT TO:
EXT. NEW YORK CITY ALLEYWAY – SUNSET
FROM A WIDE ANGLE, PETER SPRINTS AROUND THE WALL, AND RACES
TOWARDS DESTINY.
THE PUDDLES SPLASH, THE SPEED INCREASES, PETER'S
DETERMINATION INCREASES. HE RIPS OFF THE TIE AS HE CONTINUES
RUNNING...
In all of his GLORY and PRESTIGE, he prepares to EMBRACE his
identity...
...and in a FINAL ACT OF ACCEPTANCE -- RIPS open his shirt
to reveal the SPIDER-MAN EMBLEM.
82. CUT TO:
CUT TO:
EXT. NEW YORK CITY STREETS
Some things never change.
A beating heart – a city that never slows down. The GOLDEN sun
GLIMMERS in the skyline, highlighting the WARMTH and GLAMOUR of the
city. SPIDER-MAN SOARS through the skylines, GLIDING IN THE STREETS
as birds FLY, cars HONK, helicopters SOAR.
This is HOME.
CITIZENS look up at the sky and POINT as SPIDER-MAN SWINGS through
the BUSY STREETS. He RUNS ON WALLS as BIRDS TAKE OFF from windows. He
FREE-FALLS and GRAZES his hand on the STREETS, WHOOSHING through the
cars before shooting back up.
AS THE WARM ATMOSPHERE IN THE DISTANCE SHINES, AND THE
GOLDEN SUN GLEAMS, SPIDER-MAN SWINGS AROUND THE SIDE OF A
BUILDING...FACING THE CAMERA...
...and with a pose of TRIUMPH and REJOICE...he swings into the
destiny that his future holds.
83.
THE END.
CUT TO BLACK.