In 1991, famed director James Cameron wrote a treatment for Spider-Man. Previous writing credits included: The Abyss, Rambo II, Aliens, Terminator and T2. Rumors spread that he might be the man to finally bring the web-slinger to the silver screen but Sony ended up acquiring his treatment in a legal settlement. As you may be aware, Sam Raimi eventually became the director of the two highly successful Spider-Man films, however one can only imagine what Cameron might have done if his story had come to life. Below is the treatment in full. Enjoy.


A geometrical pattern fills the screen.  Silver threads in
Part of a spider's intricate web.
It moves slightly and we see behind it... the glint of an
Pulling back.  Two eyes blinking in the darkness, behind a
mesh of fishnet material.
Continue pulling back to reveal a face.  A face shrouded
in darkness, covered by a concentric web-like pattern.
Behind the mesh we catch a hint of the features.  Not
much.  It is the eyes which command our attention.

Pulling back... head and shoulders.  A black night
Wider still, revealing a muscular silhouetted figure,
sitting cross-legged with zen-like composure.  The arms
are straight down, between the legs.  Behind the figure is
some kind of steel structure.

But wait.  As we pull back, city lights have come into
view, and now skyscrapers... but they are above us.
Sticking down into frame like the mothership in Close
Encounters.  CAMERA ROTATES now, 180 degrees...

Putting the city where it belongs... below us.  And
revealing that the figure is hanging by his hands, by a
thread-like wire... cross-legged and chilled-out.  Upside
down.  He is wearing a form-hugging body-suit.  Hard to
make out the details in the moonlight.  Who is this

Keep pulling back.  The figure is hanging, like a spider,
from a radio mast high above... Manhattan.  There are the
familiar landmarks... Pan Am and Chrysler Buildings.
Empire State.

                          FIGURE (V.O.)
          Welcome to one of my favorite night spots.
          The service is slow, but the thing I like
          about it... it's not usually too crowded.

The Empire State building is lower than us so there's only
one place we could be...

1400 feet above the street, on the radio mast of the north
tower of the World Trade Center.  A quarter of a mile
below us, the traffic moves like corpuscles of light
through the circulatory system of the city.

                          FIGURE (V.O.)
          It all looks so... civilized... from up
          here, doesn't it?  Like there's some kind
          of logic to it all.  It's all so clear.
          But you get down there on the street and
          nothing's clear.

THE STREET.  Cabs and cops.  People on the move.  Humanity
in all its variegated glory... from stockbrokers to
hookers, priests to junkies.

A CORNER NEWSSTAND.  Pushing in on a stack of Newsweek.
Close on the top one.  The cover is a grainy, long lens
black and white shot, like a UFO photo, of a guy in tights
apparently crawling up the side of a building.  The

An arm, wearing red spandex and a red glove, drops down
from the roof of the newsstand.  The news-guy whirls as
the arm slaps two bucks on the counter and grabs a
The owner rushes out the door... looks on top of his
There's nothing there.  He looks up, all around...
nothing.  He grins and holds his fist in the air.


CUT TO THE FIGURE, atop the WTC.  Still hanging.  He pulls
the Newsweek out of his belt and stares at the cover in
the moonlight.

                          SPIDERMAN (V.O.)
          How can I expect them to get it.  I don't
          even get it.  I do wish they'd at least
          get my name right.  It's Spider Man... not
          The Spider Man.  Jeez.  Boneheads.  I need
          a better publicist.

He rips the magazine easily in half, then in quarters,
then in eights... somewhere in here we realize that this
takes more strength in the hands than you or I have.  He
releases the stamp-sized shreds.  Camera drifts with them
as they flutter down over the city like confetti.

          Wouldn't they have kittens if thy knew
          Spiderman wasn't even a man.  Just a kid


CLOSE UP on an elderly lady yelling.  "Peter... you're
going to be late!" It's morning and she's calling up the
stairs to...

PETER PARKER.  Age 17.  Peter is in the bathroom, popping
a zit in the mirror.  He puts on his glasses and checks
his look in the mirror.  Still the same.  Nerdy.  He
doesn't care.  Screw 'em.

He grabs a big stack of books and heads downstairs.  Over
breakfast we meet his aunt MAY and Uncle BENJAMIN.  Nice
people but way too old to be the kind of role-model
parents a kid needs.  Still, he loves them even if he
forgets to actually mention it 99% of the time like any

Aunt May is thin and fusses over Peter too much.  He
indulges her.  When he has time, which he doesn't this

Peter's parents were killed in a plane crash when he was
six.  He woke up one day without a family.  Somehow he
always felt guilty that they went away.  As if he had done
something wrong.  His 17 year old mind tells him it was
just fate, just a random accident... but deep in his
subconscious that scared 6 year old still cries, begging
for them to come home... he won't cause trouble anymore...
he'll go to bed when they tell him.

Uprooted, moved from the only home he knew, in Maryland,
to Ben and May's modest bungalow in suburban Flushing, NY.
It is a low to middle income boredom-zone of tract homes
pushed too close together.  Peter actually goes to high
school in nearby Forest Hills, a snotty high-income
neighborhood.  This makes him a poor kid from the wrong
side of the tracks in the eyes of his status conscious

Peter is a bright kid.  He doesn't have many friends.  He
is ostracized for his interest in science.  Our MTV
culture frowns on people who think too much.  Intellectual
curiosity is decidedly un-hip.  Who cares about where the
universe came from or how the Greeks hammered Troy?  Did
you hear the new Pearl Jam album?

Peter is defiant.  He thinks they are the real losers.
They'll be flipping burgers while he's discovering the
cure to cancer.
We'll see who wins in the long run.

He wears his isolation like a badge... with an air of
In fact, he is awesomely shy and desperately lonely and
unhappy.  But whenever this occurs to him, he loses
himself in his studies, and finds a kind of peace.

He has the 17 year-old's sense that he knows everything
about the world, and can see so clearly all the things
that are wrong with it.  In fact he is very insulated and
knows almost nothing about human nature in all its
complexity.  He doesn't even understand himself very well.
Because his life of the mind is his badge of superiority,
he frowns on the pursuits of the body.

Sports?  Forget it.  Bunch of jock boneheads crashing into
each other.  Like stag elk in rut.  Senseless violence.
Girls?  Good in theory, but how do you talk to them?
Dancing?  No way.  He tried it once.  Not a pretty sight.

Peter is a virgin.  And apt to remain that way for a
while.  He's your basic sexually pent-up adolescent.

One other thing about Peter.  He is a plucky kid.  He's
got true grit.  He's never had an opportunity to prove
this, to himself or anyone else.  But he will soon...

That day at school, we see Peter with his friends, who are
mostly straight-A misfit types like himself.  In his last
class of the day... his favorite.  BIOLOGY... Peter
daydreams about the girl across the room.  Mary Jane
Watson.  Peter is captivated by her, though she doesn't
seem to know he exists.  The teacher tells them to pair up
for term science projects and to Peter's surprise Mary
Jane comes all the way over to him and asks to be his

Mary Jane needs at least an A in the class, or she won't
graduate with a B average, and then her parents won't buy
her a car like they promised.  So she teams herself with
Peter the Nerd.  Mary Jane's girl-friends in the class
exchange looks and smirks.

Peter flushes with the sudden proximity of the girl he has
watched from across the room all year.  She even smells
good.  He feels giddy.

Peter of course knows he has no hope.  Mary Jane is going
out with one of the school's top studs... Nathan McCreery,
AKA "Flash".  Nathan is a top athlete, playing on the
senior football team and head of the gymnastic team.  He
is also a tennis snob and drives a Porsche.  Peter hates
him utterly, on general principles.  Peter takes the bus.
His aunt and uncle don't have much money.

Mary Jane is a popular girl, in a "sosh" clique, way out
of Peter's league.  She has it all... looks, money,
handsome boyfriend.  Peter oscillates between despising
her and fantasizing about saving her from a burning
building so she will be eternally grateful to him and
maybe even kiss him.

Peter is thrilled to be her partner for the term project.
School lets out.  Peter walks Mary Jane out of the parking
lot.  Flash comes zipping up in his Porsche to pick her
up.  In an awkward moment of condescending generosity,
Mary Jane invites Peter to go with them, to Flash's house,
to play tennis and swim in the pool.  Peter declines... he
has an honors-student science seminar he's going to at a
nearby university.  Anyway... he doesn't want her to see
his pale skinny body next to Flash the stud.

McCreery makes some offhand but cutting remark about
Peter, then some of Flash's jock friends get into it...
mocking him as well.  Peter walks away, humiliated.

LATER, at the seminar... Peter is touring the genetics lab
of the university he hopes to attend if he can get a
The lab has one of the nation's leading research programs
on recombinant DNA and gene therapy.

As the tour moves through the lab complex they are able to
get a glimpse of the restricted area where some of the
more advanced research is done, through sealed glass
doors.  The professor shows them video monitors which show
the images of bio-isolation flasks where genetic
experiments are done on fruit flies.

He says they are "using synthesized transfer-RNA to recode
the genome of the fruit fly... transferring genetic
information from one species of fly to another."

He points to the monitors, saying, "You can see the ten
mutagenically activated flies on the left, the ten control
flies on the right..."
Peter mentions that he only sees nine flies on the left.
While the scientist is counting, the camera moves to a
high corner of the room.  Caught in a spider's web, near
an air duct, is the tenth fly.  The spider approaches the
struggling fly and begins to dine.  Rack focus back to the
professor... as he continues the lecture.  They move on.
Peter asks if he can take some photographs for his school
paper.  The group moves on, leaving him behind.

The tiny spider drops down from above on a nearly
invisible thread.  Peter, below, is oblivious, as the
arachnid descends.  It lands on his hand as he is taking
his last shot.  He feels a stinging pain and sees the
spider.  He smashes it.  Stands rubbing his hand.  Then
hurries after the group.

Peter on the subway on the way home.  He is rubbing his
hand, which is red and swollen.  He is perspiring and
feels faint.  His lips are dry.

By the time Peter gets home, his vision is blurry.  He
goes straight to bed... avoiding Aunt May.  He pulls off
his clothes and staggers toward the bed, but collapses on
the floor.

He is wracked by a convulsive tremor, like a seizure.  He
is plunged into a psychotropic state... an abyss of dark
visions which yawns beneath him.  He falls into the
maelstrom, barraged by hallucinatory manifestations.
Disturbing images of webs... from a POV as if crawling
over them.  Glistening eyes in the dark.  Sudden predatory
lunges.  Prey struggling hopelessly to escape.  A David
Lynch bio-horror montage of spiderworld.  Shadowy images
of rooftops... crawling over buildings and fences.
Leaping through the dark air...

Peter awakens in the sunlight.  He opens his eyes,
relieved to be out of the nightmare.  That it was just a
dream.  He blinks, looking around and screams.  He is
about 80 feet up a high tension tower... wearing only his
underwear.  Below him, morning traffic moves along the
street.  Nobody looks up.

CUT TO PETER sneaking along a fence, trying not to be
seen.  He hides in the bushes as two girls from his class
go by.  Deeply embarrassed and confused, Peter makes it
back to his house.

He slips inside and gets ready for school.  He is pale and
shaky.  He rushes past Aunt May and Uncle Benjamin, saying
he is late.  He goes outside, around the house, and climbs
into a basement window.  He goes to a dark corner and
huddles there, shaking.  His teeth are chattering.  He
hugs his knees to his chest and drifts into semi-

His eyes fall on something moving in a ray of sunlight
coming in the window.  It is a spider, descending on a
single silken strand.

To Peter it is like a heavenly vision, the tiny figure
filling his entire consciousness in some sort of
hallucinatory magnification.  The morning sun backlights
it and it seems to glow with a golden radiance.  It is
like some kind of divine messenger, waving its legs slowly
as if trying to tell him something.  He is riveted by it,
hypnotized by its otherworldly beauty and grace.

Peter comes in the front door of the house after dark.  He
passes the living room, telling his Aunt and Uncle that he
has to study.  They ask him if he's okay.  He says sure,

Peter looks in the bathroom mirror.  He looks normal.  He
looks at his hands.  They have stopped shaking.  It
appears to be over, whatever it was.  He rubs his wrists,
unconsciously.  Rubbing his thumbs over the insides of his
wrists.  They hurt but who knows why.

He notices suddenly that he can see perfectly.  But that
he is not wearing glasses.  He rushes into the bedroom and
puts them on... the world goes fuzzy.  He throws them
across the room.  Rubs his eyes.  Wow!  The poison cured
his myopia.  Cool.

Peter goes to bed, exhausted by the ordeal.  He sleeps
soundly.  The spider dream comes again.  This time rather
than a dark, roaring horror of confusing, disjointed
images... it is more refined.  An aerial ballet of eerie
grace... the weaving of an orb-web from the spider's point
of view.  Shimmering geometry in cold black space.

THE NEXT DAY.  Tight on Peter as he wakes up.  He opens
his eyes cautiously.  Not knowing what to expect.  PULL
BACK to reveal that he is still in bed.  All is normal.
He breaths a sigh of relief.  In fact... he feels pretty
good.  Lots of energy.  He pulls back the covers and...

Something is causing the sheet to stick to him.  He lifts
it, revealing a sticky, white mass completely covering
him, gluing him to his bedding.  It is some silky
substance webbing him into the covers.  He cries out in
dismay... struggling to free himself from the gluey
strands.  Where did it come from?  He notices his

They are oozing a pearlescent white fluid from almost
invisible slits about a quarter of an inch long.  He
pushes on the skin next to one of the slits and... a dark
shape, the size and color of a rose-thorn... emerges from
beneath the skin.  It shoots a jet of liquid silk into his

Peter screams at the top of his lungs.

Aunt May comes to the door.  "Peter, are you alright?"
"Yes," he answers, nervously.  "I'm... fine, Aunt May.  I
was just... uh... practicing for a school play."
Aunt May says she's so happy that he's getting into other

He gets out of bed and pulls the silky webbing off
himself, realizing how strong the stuff is.  He looks
again at the horrifying "spinnerets" on his wrists.  He is
hyperventilating... freaking out.  Like the guy in Kafka's
Metamorphosis, he has woken up to find out he is a bug.

Peter bangs out the back door of his house.  He starts to
run.  Anywhere.  Trying to get away from himself.  Away
from what is happening to him.  He runs and runs in a
blind frenzy, not realizing how fast he is going.

Peter shoots through the trees.  He burst out into a


Right in front of a speeding delivery truck.
Peter leaps.  The truck roars on... horn honking.  Peter
realizes he is twenty feet above the ground.
He yells in terror.  He is sticking to the side of a
perfectly smooth building, by his palms two stories up.
Like a cat, stuck in a tree, he doesn't know how to get

A kid rides by on a bike.
Hey!  Peter yells.  Kid!  Call 911!
The kid looks at him and rides off fast.  Peter gingerly
pulls one palm loose... then loses traction and falls--

Landing with perfect catlike grace on feet and hands.  He
stands unsteadily.

What is going on?  His body is changing.  Where will it
stop?  He tests his arms and legs, feeling the strange
energy pulsing through his muscles.

SEVERAL SCENES FOLLOW, of Peter realizing his new physical
powers... strength and agility.  His horror begins to turn
to exhilaration as he finds himself capable of things he
never dreamed of.  He finds his skinny body suddenly more
muscular, man-like.  But beyond that he has inhuman power
in his muscles... he picks up the back end of a small car
by its bumper.  Is he dreaming?

He finds a position of his hand which seems to trip the
spinnerets in his wrist.  Hand bent back to 90 degrees,
index and pinky finger extended.  The fluid jets out under
pressure like a shot from a squirt gun, instantly
hardening into a strand tougher than nylon.  He tests
it... can't break it.  He even finds that it will support
his weight.  He realizes it is spider silk.  Peter shoots
some up a tree limb and hangs from it.  Starts swinging
back and forth... yelling with the thrill of it.

CUT TO Peter at school, with his sleeves pulled down...
nervously looking around.  Nobody notices him.  He
realizes that even though the most profound change
imaginable has happened to him, no one else knows... or
needs to know.  Which is good... because he's already
enough of a misfit.  No point letting them know he's a
complete freak.

In biology class he tells the teacher he wants to do the
term project on spiders.  Mary Jane is aghast.  She thinks
they're revolting.  Peter just wants to know more about
them.  Because he wants to know more about himself.  But
he can't exactly tell her that.

Peter, in a junkyard after school.  After making sure no-
one is around, he practices shooting silk.  MONTAGE of him
learning to control the flow, the diameter, the dispersion
etc., like a real spider does.  We see him practicing web-
Screwing up.  Getting more accurate.  Then gunslinger
moves, shooting the stuff around.  Nailing a pop can in
Cut to long-shot... the area completely covered in webs.
A total mess.

Cut to him drinking half a gallon of milk.  Eating
voraciously.  Replacing the protein he has used up.  His
aunt is pleased with his appetite.

That night he is working on his homework, trying not to
let this new reality ruin his life.  His window is open.
He looks out into the darkness.
It beckons to him.  The blackness, once a source of fear,
is now welcoming.  He goes through the window, into the
world of night.  Instead of leaving his home, he feels
like he is going home.

He climbs onto the roof.  He can see perfectly.  He leaps
to the house next door.  The heights don't scare him in
the least.  He takes off running...

TRACKING SHOT, going with Peter as he leaps from roof to
roof... running along the peaks... finally leaping to a
streetlight and doing a full flip around it.  He shoots
some webbing onto the lightstandard and slowly lowers
himself to the street, landing perfectly.  He bows
theatrically to nobody.
This is great!

He doesn't know what's happening to him, thinks he is a
freak, his body has become a stranger.  Hopefully this
will be seen correctly as a metaphor for puberty and its
awakening of primal drives -- everybody goes through this
growing awareness that powerful forces are driving them
beneath their supposedly rational consciousness.

SEQUENCE of Peter in the world of night.  Climbing sheer
buildings... exploring.  Learning.  Leaping from roof to
roof to fire-escape to freeway overpass.

Just when he is starting to get cocky, he slips off the
sheer face of a high-rise and falls.  He shoots a silk-
strand out wildly... it catches on something and he swings
in a wild arc through the darkness.  He slams against
another building and sticks by his palms and feet.

He takes a breath, looking down.  Close one, but he is
exhilarated.  Wants to push it further.  It is the first
time in his life he has ever been good at anything
physical.  It is like a dream.

We explore the idea that the lure of the dark replaces
fear of the dark... that the dark becomes a comforting,
nurturing place for Peter, rather than a place of dread
and uncertainty.  He feels at home in the dark, secure
there... it is the place he seeks for solace, for peace.
Everything is backward for him.  Night becomes his day...
heights, previously terrifying now attract him.  The air
becomes his water, he swims weightless where other mortals
would plummet and break.
He is at home in places others fear.
And it stirs something dark inside him.
A predatory urge.

We see Peter following a figure far below the street.  He
runs along a rooftop effortlessly.  A shadow in the
moonlight.  The person below has no idea he is being
We will hear Peter's thoughts (the equivalent of the
thought-bubble word balloons) as a voice over.  He is
tripping on the power of being able to come and go like a
wraith... to watch without being seen.  The ability to go
anywhere he wants without asking permission.  He feels
like an adult for the first time.  A man.

He goes to Mary Jane's house.  Drop down from the roof and
looks in her window.  She turns off the light, and
thinking she is unobserved, strips off her clothes.  She
slips into bed in just her panties and a T-shirt.  But
even this forbidden glimpse is too much for Peter.  He
loses his concentration and with it his palm grip on the
wall.  He crashes into the rose bushes.  He is bounding
into the darkness as lights come on in the house behind

CUT TO Peter, asleep in class.  The teacher calls him
aside as the class files out, and asks him what is going
on.  His grades are slipping.  The straight A student has
slipped off the track.  Peter says its a personal problem.
He should be fine.  But we see that he is changing.  His
life is changing.

Peter figures there must be a way for him to make some
money with his new-found powers.

Peter has a piece of cardboard and a magic marker.  He
writes Human Spider on the cardboard.  Thinks about it.
Naw.  He turns it over and writes... Man Spider.
He gets another piece and writes Spider Man.
He turns it over to write something else, then he turns it
back.  Looks at it.  Mmmmm.

Cut to the sign leaning against a light pole on the
boardwalk Rockaway.  Peter has a black fishnet stocking
over his head, and dressed all in black, starts climbing
street-lights and doing gymnastics.  People throw
quarters, and even some dollars in a dish next the the
sign.  Peter works a few hours, staking out some turf
between a mime and a guy using upside-down plastic pails
as drums.

A guy asks him if he works private parties and Peter
shrugs, sure.  The guy tells him he'll pay fifty bucks,
but Peter should get a better costume.

Peter, in class... drawing in his math notebook as the
teacher drones at the black-board.  He is doodling a
costume.  We see several bad designs.

CUT TO Peter working on the costume.  He buys a snappy
lycra dance-skin at a dance studio.  It is red and
midnight blue.  With liquid thread he draws goofy web-
patterns all over it.  A black spider on the chest.  And a
big red spider on the back.  He tries it on.  Not bad.  He
pulls the fishnet over his head.  It disguises his
features just enough.  He cuts eye-shapes  out of black
material and glues them on... big jack-o'-lantern eyes,
wise and a little wicked in their shape.

Last, he makes wrist pieces out of two old watch bands and
some cigarette lighters which he silver-solders together.
They do nothing.  He will tell everyone he made these
high-tech wrist shooters which simulate spider-silk.  He
doesn't want them to think he's a freak of nature.  They
are situated in such a way that his biological spinnerets
are just hidden, but unimpeded.  It looks like the silk is
shooting out of the wrist bands.

In front of the mirror he practices poses.  Turning.
Catching the light.  He works on his voice, lowering it.
We see him becoming another person.  Spider Man is born,
out of Peter the boy.  Spider Man is everything Peter is
not... confident, cocky.  Physical.  Powerful.  Smooth.
Ready with a snappy one-liner.  We see long-repressed
aspects of Peter coming out, being given form and
substance behind the mask.

Aunt May, at the bathroom door, asks Peter when he is
going to be done rehearsing for the play... it's late.
Peter, flustered, whips off the mask.  He reverts
instantly to himself.  The fantasy broken.

Next we have a sequence of scenes where we see Spider Man
become a public phenomenon.  He does his spider tricks at
an upscale party... climbing walls, swinging across the
room.  They pay him 50 bucks.  A booking agent sees him
and wants to put him on a public access variety show... a
kind of Gong Show for weird acts.  He gets noticed, and
becomes a kind of 3 a.m.  cult favorite.  His put-on deep
voice becomes natural to him.  He tells the interviewer
that he built his wrist-shooters himself, and that the
webbing formula is a secret, but that the chemical process
is similar to rayon.

CUT TO an opulent mansion in Manhattan.  Marble floors.
Priceless art on the walls.  Camera tracking through the
luxurious darkness, to a vast living room with a fire
burning in an enormous fireplace.

One wall of the room is covered with TV screens.  A FIGURE
watching it from a high-backed chair.  Watching the
Amazing Spider Man on the variety show.  A hand appears
from behind the chair-back.  With a minute gesture (and no
remote) the hand commands the TV screens, and they all
switch to the channel on which Spider Man is performing.
Twenty images of Spider Man on cable as...

The audience claps and the host makes some backhanded
compliment.  A joke at Spider Man's expense.  Peter, eager
to please, doesn't get it.  He does another trick.  The
band strikes up and they go to commercial.

We reveal the figure in the chair.  This is CARLTON
STRAND.  He is in his early forties and exudes power from
every pore.  He is wearing a very expensive custom
tailored suit.  His hair slicked back, very GQ.  His nails
are manicured.  His watch is platinum.  He is the image of
vast wealth attained not inherited.

                          SPIDER MAN (V.O.)
          Carlton Strand.  You think Trump was big.
          This guy was bigger.  There he was sitting
          like a big fat spider at the center of
          his web of power and megabucks... and way
          out at the edge he feels this little

Strand's eyes are piercing, blazing with a malevolent
intelligence.  He waves one hand minutely and the TV set
goes off.  A man enters the room.  A square-jawed, solid
looking guy with a powerful build, named BOYD.

          Find out everything you can about this
          Spider Man.

Body nods and exits.

CUT BACK TO SPIDER MAN hanging from the radio tower of the
World Trade Center.  We will return periodically
throughout the film to this image of him in his eyrie.

                          SPIDER MAN
          But he wasn't always Carlton Strand any
          more than I was always your friendly
          neighborhood Spider Man.  At one time he
          was just a punk names Carl... a two time
          loser about to go down for the third time.
          It was about ten years ago that Strand
          got his cosmic tap on the shoulder...


The wind is blowing sand across a desolate stretch of
desert highway.  It is dusk and storm clouds have turned
the sky prematurely black.  A single car rocketing along
at high speed.  Blue and red lights come over the hills
behind it.  Gaining.

Inside the car we see a younger and very different Carlton
Strand.  He has crummy clothes, a four day beard and a
desperate look in his eye.  He's talking to somebody named
Bobby, trying to keep him calm, but you hear the panic in
Strand's voice.

A view of the backseat reveals Bobby, slumped in the seat.
Bobby has been shot in the stomach and isn't holding up
his side of the conversation.  The desert rolls by unseen
by his staring eyes.

A Highway Patrol car pulls behind Strand's stolen Mercury.
Strand fires a pistol out the window at them.  The running
gun-battle results in both cars crashing spectacularly.

Strand leaps from the wrecked car, as more cops appear
over the hill, lights blazing.  He runs out into the
scrubby desert clutching his pistol and a couple stacks of
bills... the pitiful score from their robbery gone sour.

ON STRAND, running.  He reaches a fence and climbs over
it.  Nearby is a small cabin, with a sign on it that says
"Lightning Field House".  A man comes out of the cabin,
yelling something at him.  Strand ignores him, running on
into the desert.

He comes upon a strange place a mile further out.  It is a
field of stainless steel towers, straight rods over a
hundred feet high.  There are hundreds of them, in perfect
rows, covering two acres.  It is a conceptual art-piece...
a sculpture called "The Lightning Field".  Carl doesn't
know this.  And he doesn't give a shit.  He stops amongst
the towers, exhausted.

The cops reach the shack and the guy tells them they can't
go any further... the towers are designed to attract
lightning and if there's a strike, they'd be toast.

Strand sees lightning strobing through the black,
turbulent sky.  He crouches behind a tower, panting,
gripping his gun.  Ready to make a stand.  It is full
night now, a wild howling night filled with the fury of a
desert storm.  Thunder rolls across the hills.

Suddenly the Lightning Field is struck.  As it was
designed to, it takes the energy of the lightning bolt and
distributes it from tower to tower until the whole thing
is blazing with blinding electric arcs in a huge
rectangular matrix.  Caught at the center of it Strand is
crucified by lightning from every direction.  He is in a
vortex of electric fields never before experienced by a
human being.  It lifts him off his feet with the power of
the charge.  In tight close-up, we see it arcing inside
his eyeballs.  The money drops from his hands... the bills
igniting into flaming moths that swirl away on the wind.

The cops watch the gorgeous, terrifying display.
Strand hits the ground, smoking and motionless.
The cops, watching through binoculars, know it is over.
It begins to rain, obscuring their view.  They get out a
thermos of coffee and settle in to wait for morning.

ON STRAND'S BODY.  Still.  Then, incredibly, he stirs.  He
sits up, groggy and disoriented.

Strand escapes in the rain, finding a dirt road through
the nearby hills.  He comes to a ranch house with a pickup
truck.  He tries the key.  Nothing.  He pops the hood and
looks... there is no battery.  In a rage he grabs the two
battery cables.  The engine starts to turn over.  He looks
at his hands and realizes the voltage is coming from his
body.  He starts the car and slams it into gear... tearing
out into the rainy night.

He begins to comprehend that somehow he has been changed
by the powerful matrix of electric fields.  That he now
can generate a powerful charge, like an electric eel.

CUT TO STRAND walking into a back-room meeting of a few of
his hood acquaintances.  It is weeks later and they are
surprised to see him.  They thought he was dead.

He says he was.  For a few minutes.  He got zapped by
lightning out in the desert.  While running from the cops.
Somebody set him up.  The cops were waiting when he and
Bobby pulled the job.  You guys wouldn't know anything
about that, would you?

He says he died in the desert and came back... but he came
back changed.  He grabs the leader and stops his heart
with a zap to the chest.

Then Strand demonstrates his power over life and death.
He puts his hands on the guy's chest and yells, jokingly,
"Clear!" He zaps him again and the crook's heart starts to
beat.  He begins to come around.

Now they fear him.  They start to go for their guns.
Strand blasts them with powerful bursts of electrical
energy, blowing them back against the walls.  They
collapse, their clothing on fire.  Only the leader is
left, the guy who set Strand up.
Strand is clearly in total command of his new power.  He
explains that there is more to it than just being able to
generate, channel and project electrical energy.

He can sense electrical energy as well.  The world to him
has been transformed.  Instead of matter, solid things, he
sees energy.  A pulsing web of electric fields.  He can
sense the current in the wires in the walls.  By laying
his hand on a telephone wire he can "hear" the
conversation.  By touching a computer he can download the
data from its hard-drive.  His brain itself has been
energized... and is now able to follow and analyze all
these signals.  The world is a pulsing circulatory system
of electrical and electromagnetic currents and waves.  In
fact... he can't shut it out.

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

He kills the leader of the gang and takes his place.
But he quickly realizes that the kind of crime these guys
were involved in was at a penny-ante level.  The real rip-
offs were happening at a much higher level... the multi-
billion dollar leveraged buyouts, corporate takeovers,
offshore bank scams.

He takes the resources of the two-bit crime syndicate and
takes them legit.  Then using his ability to steal and
manipulate data, he builds them into a mega-player.  He is
utterly ruthless, brilliant, feared.  And almost magical
in the way he knows everything that is going on.  Anyone
that stands in his way seems to conveniently die of a
heart attack.

He considers the brute force display of power to be
vulgar.  The real power is the power to move the world...
through control of economic forces which are beyond the
realm of most people's imagination... Donald Trump meets
Milken, mixed with homicidal psychosis.  He knows he is
unique in all the world, destined for greatness, destined
to use the masses of everyday mortals for his own gain.

CUT BACK TO PRESENT, in Strand's mansion.  A WOMAN enters
the room.  She is stunningly beautiful.  The kind of
consort you would expect for a man of wealth, power and
taste.  This is CORDELIA.  He motions her to him and she
glides over, but stops a foot away.

          I must say, my dear.  You look very usable

She smiles playfully.  He circles her, almost touching
her.  His hands move over her... inches from her skin.  He
leans close and breathes in her scent.  But he can't touch

She opens her silk robe.  Underneath she is wearing a
rubber wetsuit.  He touches the rubber, running his
fingertips over her.  We hear a faint crackling of
electricity.  She seems both excited and apprehensive.

          I want you.  Not rubber.

          No, Carl--


Strand doesn't like the concept of no.  He takes her in
his arms and kisses her.  With passion.  And more... her
hair stands straight out with the electrostatic charge.
She begins to convulse, in tiny shivers at first but then
like an epileptic.  Suddenly she goes limp.  Her eyes
stare fixedly at the ceiling.


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

Strand has the midas touch.  He has everything and
nothing.  His electrical sense gives him the power to
manipulate computer bank transfers, the stock market,
etc... to make himself a billionaire.  To sit at the
center of the world's great electronic web and feel its
So he has everything.

But he cannot touch another person, or shake hands,
without a great effort of will to control his electrical
potential.  And if he lets his guard down, in an intimate
moment with a woman, he will kill her with the high
voltage discharge.  His love is deadly.  So he has learned
to live without love, without the comfort of human touch,
emotion, contact.
So he has nothing.

He quickly unzips the front of her wetsuit and puts his
hands under the rubber.  ZAP!  Her body arches.  He steps
back, scowling.  Impatient.  Her eyes flutter open and she
struggles to breath.

          I don't know how much more of this I can
          take, Carl.

PETER STARTS slipping as a student, missing sleep...
feeling the strain of a dual life.  The only subject which
has kept his attention is biology, and he reads
voraciously on spiders... ostensibly for his term project.

Mary Jane of course hates him for volunteering them for
such a disgusting project.  Thinks he's a geek.  He tries
to get her to see the beauty in spiders... how perfect
they are, how amazing, how their engineering is
astounding, how flawless they are as predators... how
adaptable etc... how amazing their web-making ability
is... with the equivalent strength for its size greatly in
excess of steel... how they can vary the width, speed,
texture, stickiness etc.

He tells her how some species actually care for their
young.  The mother spider can distinguish the vibrations
in the web caused by her own young from the movements of
prey of enemies... they "see" by touch.  Cobweb spiders
perform stroking motions on the web to call their young,
and plucking motions to warn them of danger.

Sometimes the mother cares for the young spiderlings by
feeding them regurgitated food... Mary Jane is grossed
out, looking at him like he just crawled out from under a
rock himself.  Somehow, in all this, he manages to make
her laugh.  She actually starts to like him.

Peter is walking out of the school with Mary Jane when
they are ambushed by Flash.  He starts to ridicule Peter,
then threatens him.  Peter just clenches his jaw and backs
away.  Peter does not believe in violence... and he has
never thrown a punch in his life.  It just wouldn't occur
to him.

Through a row of bushes he sees Flash grab Mary Jane by
the arm and spin her around.  They are arguing.  Flash
slaps her across the face.  Peter is so enraged his hands
snap a four inch tree limb without him realizing it.

Flash is walking to his car after gymnastics practice.  It
is dark.  A figure drops silently down from behind him.
Flash spins and sees a guy in a black fishnet mask.
Thinking it is a robbery, Flash swings... only to grab his
own fist in pain.  It was like hitting oak.

Peter holds Flash with one hand and slaps him hard.

                          SPIDER MAN
          How do you like it?  Huh?

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

Punches Flash so hard he flies ten feet.  He picks him up,
gets him in a painful armlock... marches him to his
beloved Porsche and slams him brutally against it.  He
pounds Flash into the car until the jock collapses, semi-
conscious.  Peter then rips a signpost out of the ground
and pounds the car into junk.  Glass flies everywhere.

Peter leans close to Flash and tells him to stay away from
Mary Jane... or else.

Cut to Peter running.  He stops around a corner, out of
sight.  In darkness he stands panting... looking down at
his hands.  He rubs his knuckles.

                          SPIDER MAN (V.O.)
          I wonder if every hero remembers their
          first punch.  Well I do.  Maybe it was all
          the bullies, over the years, kicking the
          skinny kid around.  All that stored up
          rage just came out so fast it was scary.
          For a split second I just wanted to kill
          him.  It's a good thing his car was there.
          I always hated that Porsche.

Peter is gasping, shaking with emotion.  He feels like
this strange power flowing through him has unleashed
demons.  That he is becoming something he doesn't
recognize.  He doesn't realize that these primal forces
are within us all... and the power, like the power of
adulthood... gives us the possibility of acting on those
dark urges.

                          SPIDER MAN
          But the scariest thing of all was...
          belting that jock butthead felt so good.

Peter takes the subway to Manhattan.  Changes in a rest-
room.  Soon, Spider Man is roaming the rooftops of the
most dramatic city in the world.  The high-rises of
Manhattan become his domain.  He swings across the
concrete and glass canyons, 40 floors above the street,
with ease and grace.  It becomes a kind of private
odyssey, where he can go anywhere and observe the entire
spectrum of human behavior like a ghost.  He sees
businessmen, cops, hookers, secretaries, junkies, car
thieves, millionaires... all jammed together in the
concrete maze.  He watches, unnoticed, through high-rise
windows... as a man screams at his children, as a
beautiful woman works out, as a middle-aged man drinks
himself into a stupor crying, as a young woman plays with
a baby.  His 17 year old mind can't make much sense of it.
Why some have so much, others so little.  Why there needs
to be so much pain.

Peter comes into his room through the window, in his
street clothes, at 2 a.m.  He sits on the bed... and the
door opens from the hall.  Ben comes in and sits in a
chair.  He doesn't turn on the light.

          I know I'm not very good at the father
          thing, Pete.  You came into my life twenty
          years past my prime time... and I know
          you're wrestling with things now that I
          can't help you with much.  I was your age
          once... I know, it's hard to imagine.
          And it was the most painful, confusing
          time of my whole life.  I'm not going to
          pretend to have all the answers for you,
          but I want you to know we're here for you,
          May and I.  You can talk to us.  If you're
          having problems, we'll understand.

Peter watches his uncle fumbling for the words.  He
notices that Ben's hands are shaking.  He is touched.  But
how can he tell them what's going on in his head?  Being a
teenager in the 90's is complex enough... Ben is obviously
thinking drugs, sex, gangs... but this Spider Man thing
would be impossible to explain.  He doesn't even
understand it himself.  Because he doesn't understand all
the forces at work in his mind, conscious and sub-
conscious.  He thanks his uncle and tells him everything
is okay.

Ben leaves the room, knowing he has failed.

Peter unbuttons his shirt.  Under it is the Spider Man
costume.  He looks at the spider emblem drawn on his
chest.  He takes the mask out of his back pocket and holds
it in his hand.  The eyes seem to stare back at him.

CUT TO Spider Man, creeping around a high-rise.  He sees a
man and a woman arguing.  The man starts beating up on her
in a drunken rage.  Peter can't stand to watch.  She cries
and tries to run but the guy catches her... hits her
again.  And again.  The next time he draw back his fist,
he feels something grab it and turns...

There is a guy in a mask there!  Peter decks the guy with
one punch.  It feels good to make a difference.  To mete
out a little justice.  To defend the helpless...

Which is what he's thinking at the exact moment the woman
smashes a frying pan down on his head from behind.

          Leave my husband alone!!

Now they're both beating on him, and he retreats in
confusion.  This spider Man thing is going to be harder
than he thought.  People sure are complex.  He has the
physical powers, but not the wisdom.  Yet.

Spying on Mary Jane, the girl of his dreams.  He discovers
that her home life is a living hell, with mean-spirited
and abusive parents.  Mary Jane is desperately unhappy...
living behind her mask of the popular girl.  She has no
one to share her pain.  Peter is struck by the parallel in
their lives.

Peter makes the big time.  A syndicated variety show, on
one of the local independent stations.  The host
introduces Spider Man and nobody comes on the stage.  A
beat... and then Peter (in costume) drops from the stage
ceiling right toward the audience, which screams.  Peter
swings and lands deftly on the stage.  He does some
amazing Spider stuff... swinging, web-shooting,

After his appearance on the show.  Spider Man is leaving
backstage when he is approached by the most beautiful
woman he has ever met.  Cordelia.  She appears out of the
shadows and hands him a note.  It says: THERE ARE OTHERS
There is an address and time for a rendezvous if he wants
to learn more.

He looks up and the woman is gone.  He runs out the
backstage door and sees her getting into a limo in the
alley behind the studio.  He reaches the car just as it is
pulling away.
Suddenly a hand grabs him and spins him around.
He confronts a solidly built guy in a trenchcoat, a hat
pulled down to shadow his mean eyes.  BOYD.  His hands are

Peter tries to shrug off the grip, and is surprised that
he can't.  He punches Boyd in the stomach... but his fist
sinks in up to the elbow.  He pulls his hand out and sees
that it is covered with... Sand.  Huh??!!

Enter Sandman.
Boyd slams Spider Man in the jaw with a roundhouse
haymaker.  It feels like concrete.  That's because Sandman
can soften his body into sand, or harden any part of it
into rock, at will.

Spider Man is slammed back against the alley wall.  Boyd
clips him again, then gut-punches him, doubling him over.
One more solid roundhouse and Peter is on his knees,

He looks up, groggily.  He know this guy is more than
human.  Peter yells and leaps up, putting all the force he
has into a roundhouse which could go through the side of a
It catches Boyd squarely in the face...
And goes right through.  There is an explosion of white
Boyd's face shifts and reforms.  He brushes at the sand on
the lapel of his coat.  Then laughs eerily.
His face dissolves again, into sand, which runs down...
his whole body losing its form, dropping into a puddle of
sand, which drains through a grating down into some tunnel
below the alley.  Only the coat and hat remain, and a few
grains of sand blowing in the wind.

Peter is dumbfounded.  He is not alone.  There are others
with strange powers.  But it is cold comfort if they are
bastards like this sand-guy.  He limps down the alley to
where he stashed his clothes and then climbs into the

The next day Peter learns that making money as Spider Man
is harder than he thought.  The TV shows can't pay him
cash, so he has the sleazy booking agent cash the checks
for him.  Peter gets his uncle Ben to drive him to the
booking agent's building, under some pretense.  He goes in
alone and changes into his costume in a restroom.  Peter
goes in to collect his money and the guy is broke, out of
business.  The guy tells him to beat it.

                          SLEAZY AGENT
          Go ahead.  You want to call the cops...
          Call 'en.  I'm sure they'll be happy to
          press charges for you.  The second you
          take off the stupid mask and show them
          some ID.

Peter doesn't want anyone to know who Spider Man is.  He
doesn't want to be revealed as Peter Parker, the freak.
He wants to spare his aunt and uncle the humiliation.  As
long as his identity is secret, then people can go on
thinking the web-shooters are man-made gizmos... and not a
part of him which he can not take off.

As Peter is leaving, he encounters a robbery in progress
on the same floor.  The thief is wearing a ski-mask.  He
does a double take at Peter... two masked guys staring at
each other.  Peter notices the thief has a tattoo of a
cobra on his hand.

The thief runs past him, and down the stairs.  A security
guard runs up... a fat guy who has no chance of catching
the criminal.  He recognizes the Spider Man costume and
tells Peter to go get the guy because he can't.  Peter,
dejected and pissed off, shrugs.

                          SPIDER MAN
          It's not my job.

Peter secretly changes and returns to the parking lot to
meet his uncle Ben...

Only to find a small crowd of people gathered around
someone lying on the ground.  It is his Uncle.  He has
been shot in the chest by a car-jacker who pulled him out
of his car and took off.  Peter watches him die before the
ambulance gets there.

A random crime.  Senseless.  Hard to solve.
Peter becomes obsessed with finding his uncle's killer.
Using his Spider Man skills he begins a one-man manhunt.
For the first time we see him using his new powers for a
non-selfish end.  He spies on the police, taking what they
know and following his own leads.

He tracks the guy down to a warehouse and goes in to get
him.  Peter drops into the room with the guy... who laughs
when he sees him.

          Well.  The fag in tights.  We keep bumping
          into each other.

Without warning the guy grabs a gun and shoots at Peter,
who reacts without thinking, actually dodging the bullet.
The thief keeps firing and Spider Man moves like
lightning, dodging the rounds as he leaps... firing his
web and jerking the gun out of the guy's hands.  He grabs
the killer and slams him against the wall... wanting to
pound the life out of him.  He hauls back his fist to
smash the guy's face in...
And sees the cobra tattoo on the back of his hand.
FLASHBACK: The guy in the hall.  The tattoo.  The guard
telling him to catch the guy.

Peter realizes it is the thief who ran past him in the
building.  If he has stopped him then, his uncle would
still be alive.  He could have done it.  The power, the
speed, the strength, to do it... all his now.  But he
didn't use it responsibly.  The crushing weight of the
responsibility that goes with power suddenly descends on

He releases the guy, his anger gone.  He is overwhelmed by
guilt.  He raises his hands and shoots webbing all over
the guy.

CUT TO two cops driving through the park.  Spider Man
drops down in their headlights, with the killer over his
shoulder.  He slams the guy, bound in webbing, onto the
hood of the car and tells them he is the killer of Ben
Parker.  Peter expects to see some justice done...

But the cops aren't about to take the word of some whacko
in tights.  The killer is wailing and trying to get free,
saying this crazy guy tied him up, HELP!  The cops tell
Peter to pull off the mask.  He won't.  They tell him to
come to the station with them.  They put handcuffs on him
and start to take him in.  Peter becomes furious... that
he is being treated like the criminal, when he has solved
the crime and brought them the murderer.  When he resists,
the cops get rough.

Spider Man breaks the handcuffs and hurls the cops away
from him.  They land on the pavement, and go for their
guns.  Peter, cursing, leaps into the darkness, catching a
streetlight, swinging up to a rooftop, and vanishing.  The
bruised cops are amazed.

That night a local TV station, owned by J. JONAH JAMESON,
runs a story on the evening news that two cops were
assaulted by the mysterious character known as the Spider

Thus begins Spider Man's feud with the cops and Jameson,
his media nemesis.  This can be developed over ensuing
scenes as Peter accepts the mantle of crime-fighter.

Peter goes after criminals now with a vengeance.  He wants
the world to have some justice... something that seems to
be lacking everywhere he looks.

Spider Man becomes a one-man anti-crime wave.  He goes
after crooks so single-mindedly and viciously that we fear
for him... for what he is becoming.  He seems to feed on
it, going a little nuts.  He makes enemies of virtually
everybody.  Except for a few grateful victims or near-
victims.  Maybe it was all those years of being the
helpless geek, kicked around by the schoolyard bullies,
with no one to protect him.  No father.  No older brother.
Now he wants to be the big strong older brother to the
world.  Fix it all.  Let there be no more victims... no
more pain.  As long as he has this strength, these
senses... he's going to go for it.

One night he sees cops beating the shit out of a guy.
He intervenes and webs up the two cops.
Now spider Man is officially a wanted criminal.
And Peter has crossed the line... with the realization
that justice is something that exists only in the mind...
not in a uniform or a badge or any symbol which our
society sets up to represent it.

And now, as a felon, he can't make any more public
appearances for money.  He's back to square one... broke.

Peter feels outcast, persecuted, misunderstood...
answerable only to himself... and he doesn't have the
answers.  He is alone in a moral wasteland, without a map
or compass.  He is totally isolated... with no parents to
talk to, with no one to confide in who would understand
what's going on inside him.

He needs someone to tell him what to do, what to be.  And
there is no-one.  He tries to ignore his powers... and the
path of non-commitment is the guilt and pain of his
uncle's death.  He realizes he must accept responsibility
and use his gifts, but how?

The cops want him.  He can't go work with them.  Does he
ignore the crime and injustice going on around him or
become a vigilante?

When he stops criminals in the act, the cops hate him more
for making them look ineffective.
He is condemned in the media as a vigilante.

J. Jonah Jameson, using the media, shades the story,
creating a threat... going for the dark side, peddling
fear.  Fear of the spider, which lurks in the dark.

And fear sells.  Jameson is getting ratings.  It's a good
story and he's going to work it as long as he can.

Oh, and incidentally... he still has to deal with the
actual bad guys themselves, who want him dead.  He's
hurting their business.  He's got them looking over their
shoulders.  All the gangs in the city, and the mob, the
crack dealers, the Colombians, everybody... they all have
a grudge against this guy.

At the same time, in some neighborhoods, he is a local
legend.  Crime is down, and the friendly neighborhood
Spider Man is a welcome sight.  And everybody wants to
claim him.

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

"Spidey man ain't no white dude.  He too down.  What I'm
sayin.  You see his moves?  He definitely a brother."
"No way, home.  My brother knows a guy that talked to him
once, man."
Italians say he's Italian.
Gays think he's gay.

Peter, working with Mary Jane to finish the science
project, discovers that she is a big Spider Man fan.  She
thinks he is mysterious and romantic... someone with
courage and conviction.  And she relates to his need for a
mask.  To keep his inner self private.

Peter wants so much to tell her... but he can't now that
he is a wanted criminal.

He follows her after school and she goes by herself to her
private place.  The place she goes to think.  None of her
friends even know about it.  He watches her from a high

ON MARY JANE, walking home.  She is being followed by some
punks.  They accost her.  There is no one around to help.
She screams and they drag her off the street into an
abandoned junk-yard.

Suddenly, Spider Man is there.  He trounces the attackers
and webs them up.  He knows by now that without a crime
actually taking place, the cops won't even hold these
guys, so all he can do is warn them.

                          SPIDER MAN
          If you worthless chunks of vomit show
          your faces around here again, I'll
          decorate my Christmas tree with your
          intestines.  Got it?

They get it.  They're still worthless chunks of vomit, but
at least they'll be somewhere else.

He picks Mary Jane up and whisks her through the air,
swinging from roof to roof.  It is a wild fantasy ride for
her... like a dream.  He takes her to the top of the top
of the world... literally.  The stainless steel globe from
the '64 World's Fair in Flushing Meadow Park.  They sit up
there in the moonlight.  she melts against him.  And with
the confidence which the mask gives him... he kisses
her... through the fabric.  It is a tender, sensuous

PETER, in costume, goes to the rendezvous point.  He is
met by Cordelia and Strand.  This begins the most
important relationship of the film.

Strand is looking for others like him.  Exceptional
people, people who have been touched by fate, through some
cosmic fluke.  People who have been given some power which
elevates them above the teeming masses.  He describes
finding Boyd, who was doing nickel and dime bank jobs with
his new powers as Sandman.

Boyd apparently was a low-paid maintenance man at a big
military research project having something to do with SDI.
They were experimenting with a quantum physics effect
called bilocation.  They thought they could find tunnels
in the fabric of space, and transpose matter between the
two ends of the tunnel... essentially teleportation.  And
this would be a really neat way to deliver a weapon
payload to the bad guys, inside deep bunkers etc.

Well, Boyd was fixing some pipes in a service tunnel under
the main floor of the experiment and nobody told
maintenance that day that they were going to test the big
collider that generates the bilocation effect.

Somehow, things went wrong.  There was a runaway reaction,
then an explosion, and Boyd got hit by the effect.  He
transubstantiated with the sand underneath him in the
crawlway.  His molecules and the sand molecules took on
each other's characteristics.

Boyd wasn't happy about what happened.  Especially when he
told the project doctors and they wanted to lock him up
and study him.  So he dissolved under the door, and
escaped.  They even tried to shoot him... but the bullets
went right through.  He turned from a mean-spirited little
guy with no power to a mean-spirited guy with incredible
physical power.  Needless to say he wasted no time abusing

FLASH BACK SCENE: Boyd robbing an armored car.  The guards
fire into his body, but only puffs of sand mark the exit
wounds.  He turns his fist into a rock-hard sledge-hammer.
It actually looks like a sledge-hammer.  He swings it,
knocking the guards flying.  In a fury he beats his way
through the steel doors of the truck and takes the money

CUT TO: Boyd in a cheap hotel.  On the lam.  He has some
stacks of money from the robbery on a dresser.  A tough-
looking girl is in bed next to him.  He is drinking vodka
straight and looking about ready to eat a snake.
He gets up to find another bottle.  The girl brushes
distastefully at the sand in the bed.  She hates sand in
the bed.

There is a knock and Boyd warily answers the door.

IN THE PRESENT, Strand describes how he took him in, and
showed him a better way.  How the real money was made.
Now Boyd is Strand's right-hand, his enforcer.  He
apologizes for Boyd's behavior the other night, but he
felt it was necessary to get Spider Man's attention.
Frankly, he was curious to see if Spider Man had the balls
to fight back when the adversary was as strong as he was.

Peter realizes how much he has changed.  How much the mask
has changed him.  He did fight back.  He acted on his
anger... and his anger made him fearless.

What does Strand want?  Somehow he senses, though he does
not know who Spider Man really is, that he is young.
Strand wants to take him under his wing.  Teach him.
And Peter, needing a father figure, is seduced by this.
Strand has had years to ponder the nature of his gifts,
and he is so brilliant.  The things he says make so much

Strand believes that they are extraordinary individuals
joined by fate.  That's why he sought out the Sandman...
and now wants Spider Man to join.  Out of 5 billion
people, they are the special ones... not freaks, but
masters... each created by a fluke of technology.  It is
some new form of evolution.

Strand invites him to the Manhattan mansion.  Peter has
never seen such opulence.  Strand sips a martini and
strokes the electric eels in his huge aquarium.  Peter
stares around at millions of dollars worth of art and

Strand says the whole Spider Man costume and character are
pretty juvenile, and wants to know who he's really talking
to here.  He asks him to remove the mask but Peter won't.

Strand expands his vision of the "special ones".

The huddled masses exist, in their vicious ignorance and
limitations, to lift a few exceptional people on their
shoulders.  However unwillingly.

That's what human evolution is all about... the highest
common denominator, not the lowest.

Natural selection honors the efficient predator.  And
Spider Man has the instincts of a predator.  The top of
the food chain is always held by the most advanced
predators that millions of years of evolution could
produce... noble creatures like the wolf and the lion, not
the cud-munching herd beasts...

We honor competition right?  We honor winners.
But for every winner there must be a thousand losers.
It's a law of nature.  So you must ask yourself... am I a
winner?  Or a loser?

It is the temptation of power.  A carefully rationalized
seduction.  But Peter also sees a kindred spirit in
Strand.  A gifted and misunderstood outcast.  Alone.
Peter feels so alone he needs that companionship.  And it
keys in psychologically... the father figure.  The older
Someone who understands him.
Cares about him.  Doesn't think he's a freak.

We are more than human, you and I.  Not less.  We deserve
whatever we can take.  It is the only true law.  The law
that existed for half a billion years before the laws of

Cordelia comes on to Peter, trying to get him to relax.
Strand watches as Cordelia does her thing.  Peter is
starting to get a bad vibe.  Strand takes him aside and
says if Peter joins him he can have his fill of Cordelias,
they come with the territory.

Strand holds a lightbulb by its base, between two fingers.
He holds it over Peter's head and makes it glow.

          Starting to get the idea, kid?

Spider Man says he's not interested in a girl with values
that screwed up, and he's not sure he likes Strand any
more either.

Strand makes the mistake of going too fast.  Of assuming
that Peter will accept his amoral view of the world
immediately.  When Peter finds out that Strand is a crook,
he says they are enemies.  Strand says Spider Man cannot
afford any more enemies.  As a demonstration he blasts
Peter across the room with a bolt of power, stunning him.
He tries to remove Peter's mask, but Peter fights back.
He dodges energy blasts by leaping to the ceiling, the
walls, etc.  Each blast cost Strand millions as he
destroys his own place, growing more frustrated as he
tries to hit Peter and can't.  The spider sense is keeping
him just out of the line of fire.

Boyd comes in and the carnage intensifies.  Peter gets
zapped and almost loses consciousness.  He shoots a web,
snagging the huge aquarium, and topples it in an explosion
of glass and thousands of gallons of water which cascades
around Strand's feet.  Strand is temporarily shorted out.
The eels flop helplessly.

Spider Man ducks the Sand Man's blows and leaps through a
window out into the night.  Boyd cannot follow.
Strand looks around the demolished room.  He is pissed off
but intrigued.

He picks up some of Peter's stray webbing.  Pulls on it
with all his strength.  Can't break it.  Hmmmm.

Strand begins a campaign to win Spider Man.
First he buys the TV station and gives J. Jonah Jameson
and unlimited budget to bash Spider Man.

          Here is what you will do.  You will fixate
          on Spider Man.  You will devote every
          program solely to him.  You will not rest
          until this psychopath is arrested and his
          identity is revealed.  He is a menace to
          the public.  Trust me, your ratings will

He gets stories on network, and into major magazines and
papers owned by his media conglomerate.

Strand's agenda is to make the world such a hostile place
for Spider Man that Spidey will be driven back to him.
Strand can say, see how fucked up people are?  See how
frightened and dangerous they can be?  He wants to sour
Spidey on humankind.

Then he wants to be there for him, as the only one who
understands what it is to be different from the herd.  To
be truly alone.

He even gets thugs to dress up in knock-off Spider Man
costumes and rob stores, beat people up.  Push down old
ladies.  There is a proliferation of Spider Man sightings,
all negative.

Now even the neighborhood people don't trust Spidey.  When
he tries to help they tell him to get lost.

To make matters worse, his costume got wrecked in the big
fight with Strand and Sandman.  Can't be fixed.  He goes
looking for a new suit and...

Incredibly, Spider Man has become so popular that his
costume is available in a specialty store for 120 bucks.
They even have his size.  Peter shrugs and buys it.  What
the heck.  It's made better than his old one anyway.

He gets the flu one day and he still has to go out and do
the Superhero bit.  He's swinging from building to
building and has to stop on a ledge and throw up.  A black
kid sticks his head out.

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

                          SPIDER MAN
          I've got the flu.

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

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

          Spidey got the flu, mama.  He puking on
          the fire escape.

          Well you tell him to "spidey" his ass on
          over to the next building and throw up
          there.  Shit, it's bad enough with the
          wino's in the neighborhood...

Peter is disheartened by the ungrateful response of the
general populace to his well-meant attempts.  And then he
hits a string of bad luck, where his intervention makes
the situation worse, because of his lack of experience in
human affairs... the sheltered science nerd gets a rude
education in the ways of the world.  He comes in contact
for the first time with the pain, desperation, and
frustration which causes criminal behavior.

Peter will have a crisis of faith, where the burden of the
world's ills becomes so overwhelming that he feels
paralyzed.  His new power is partially about the power to
see, and the responsibility to not turn his head away --
he can go into the shadows, look in the windows, watch us
all from above... and he will see human nature for what it
is.  He will enter a moral twilight zone where the victims
and the crimes are not so clear cut, where it is hard for
a well-meaning crusader to jump in and help or save when
the victims must be saved from themselves, or from a
society which grinds them down.  And how can one man, one
boy really make a difference?  The tide of injustice and
pain is too great... too overwhelming.

Like an avalanche thundering down on him... until he
starts to think there are no good people to save.  Only
varying degrees of bad.  That the whole city is a toilet
of greed and dark passions.

He busts some thieves only to find out that they are just
a bunch of kids, like himself.  One of the kids runs,
trying to escape, and slips off a fire-escape.  Peter
tries to catch him but he can't.  The kid hits the street
and dies.
Just kids.  Needing some money in a tough world.  Just
like him.  The line between good and evil is getting

Aunt May can't make the house payments on just her social
security check.  Now with medical bills piling up.  Peter
is going to have to get a job.  Let's see... there's Pizza
Hut.  Or the car wash.  Or... mmmm.  There's always the
20,000 dollars in twenties and fifties sitting on the
coffee table of the drug-dealer's house he just dropped in
There won't be any objection from the drug dealers, who
are all webbed up and waiting for the cops (who will take
credit for the bust).
And there's the money.
Go on, take it.

Aunt May needs that operation.  Her medicare won't cover
Why should she suffer in pain?  Maybe die?
There's the money.  Nobody would know.
Spider Man can move like a ghost.
And Peter would have a little extra cash.
Stop having to ride a moped or take the bus.
He could buy a car... and take a girl on a real date.

That would show those sosh buttheads with the dentists and
lawyers for dads... the smirking laughter of all the
Mindys and Mandys and Sandys would finally stop ringing in
his ears.

He is hovering on the brink of going over the line... of
becoming a criminal himself.  He sees the opportunities
right in front of him.  It would be so easy.


Spidey's lonely vigil.  Still hanging upside down, over
the world of bright lights and chaos.

                          SPIDER MAN
          I figured being your friendly
          neighborhood Spider Man would get easier
          as I went along.  Well... I'm waiting.

CUT TO SPIDER MAN, his hands reaching slowly for the stack
of bills.  He looks into the eyes of the drug dealer.

                          SPIDER MAN
          What the hell are you looking at?!

He leaps out the window with the money.

CUT TO next morning.  A parking lot in a bad neighborhood.
Asphalt, chainlink and graffiti.  Kids playing basketball.

Suddenly hundreds of bills come fluttering down into frame
like green snow, scattering far and wide on the wind.  The
kids chase the bills up and down the block.  It is an
instant celebration in the whole neighborhood.  Somebody
looks up in time to catch a glimpse of a red and blue
figure swinging between rooftops.

                          SPIDER MAN (V.O.)
          What was I gonna do?  Track down all the
          crackheads and give it back?  Anyway, I
          figure there's more than one way to be a
          saint in this world.  But I've gotta tell
          you, even fighting Sandman was easier
          than turning that bag upside down.

Meanwhile, Strand is analyzing the Spider Man sightings
and incidents.  He of course, knows which ones are real
and which are faked to discredit Spidey.  He has his
analysis people plot everything on a map of the greater
New York area and they see quickly that Spider Man's
activities seem to center on Queens.  Strand tells his
minions to concentrate their search there.

CUT TO Mary Jane doing a TV interview.  She is introduced
as a local high-school girl who actually met and talked to
the Spider Man.  She has come forward, she says, because
she is outraged by the beating he is taking in the media.
Spider Man saved her, she says, and he is a kind, gentle
man.  He is a hero, and we should be thankful he is here.

MARY JANE goes alone to her private spot.  She is sitting,
thinking, when she hears something behind her.  She turns
as Spider Man drops down to her, and gasps, startled by
his sudden presence.  She feels a rush of excitement as he
offers his hand to help her up.

                          SPIDER MAN
          Do you still trust me?

Her answer is a kiss.  Sweet and soulful... their lips
separated by the sheer fabric of the mask.  She can feel
his breath on her face.

                          MARY JANE
          Where are we going?

                          SPIDER MAN
          It's a surprise.

CUT TO: The Brooklyn Bridge.  A stunning aerial shot.  A
tiny shape swinging in an arc, racing past the support
cables, sweeps toward us.  It is Spidey, with MJ in his
arms.  He shoots another web strand, swings to one of the
stone towers, and races up the side.  She is light as a
feather in his arms.  She screams like a kid riding
Colossus, in fear and exhilaration.

They pass us.  Her screams continue, fading as he carries
her up to the dizzying heights above us.

ON TOP OF THE BRIDGE TOWER.  Hold a beat.  We hear screams
approaching.  Spidey appears and sets her on terra firma.
She clings to him, looking down and around in wonder.
He has put the world at her feet.
She can't believe this is happening to her.

In a dizzying down-angle we see how the suspension cables
all meet radially at the top of the tower... like the
treads of some vast spider web.  Peter and MJ seem to sit
at the very center of the web, surrounded by the lights of
the city.  It is a warm spring night.  And the moment is
pure magic.

She stands with her back against a girder, needing to feel
something solid.  Spider Man stands before her, a
perfectly formed male silhouette with a soothing low

                          SPIDER MAN
          Courtship among the spiders is highly
          ritualized.  It varies from species to
          species.  The male spider may circle the
          female, or wave his front legs... to
          signal that he is not prey.

Spider Man moves in a hypnotic arc around her.  He raises
his hands in a dance-like movement.  Lowers them.

                          SPIDER MAN
          The female usually signals her
          willingness by an uncharacteristic

MJ takes a deep breath.  Her lip trembles.  Her knees are
weak.  Her eyes, though, are steady, gazing at the
silhouette before her.  She doesn't move of speak.  He
moves closer.

                          SPIDER MAN
          In certain crab spiders, such as Xysticus,
          the male will attach strands of silk to
          the female... tying her limbs...

Spider Man moves his hand gracefully across her, and she
sees the sheerest silk webbing glinting in the moonlight.
First one wrist.  Then the other.  Hypnotic movement in
the moonlight.  Her arms are bound to the wall.  Her
breathing gets more rapid.

                          SPIDER MAN
          Since the female can break free at any
          time, the bonds have only symbolic

                          MARY JANE
          The male must be very bold... to take
          such liberties with the predatory female.

                          SPIDER MAN
          Yes.  He is very bold.  But he must also
          trust her.
                    (he moves very close)
          Close your eyes.

He removes his mask and kisses her.  Their mouths very
slowly and very sensuously devour each other.

Peter and MJ are locked together.  He is mesmerizing,
gentle, powerful.  He pushes up her skirt.  They make
love, high above the world.
She doesn't look.

CUT TO MARY JANE the next day at school.  She is humming
happily as she lets a tarantula walk over her arm in the
science room.  Two of her sosh girl-friends come up and
are completely grossed out.  They talk about Peter Parker
having a negative effect on her, that she's becoming a
nerd like him.  She laughs at them and tells them exactly
how full of shit they are.

We see that she is becoming more confident herself... more
able to be different.  The brushing need for acceptance
has been lifted.  Her mask is not important anymore.

CUT TO STRAND, in his luxurious living room.  Boyd is
showing him a videotape he shot the night before.  It is a
shaky, long lens shot, quite amateurish.  We see Spider
Man drop down to MJ, startling her, then he and MJ
kissing.  Finally he hoists her in his arms and swings off
into the darkness.

Boyd says he followed the girl for two days, but it paid
off.  Looks like she's this spider geek's main squeeze.
Carlton Strand just nods.  Thinking.

The Sandman comes to MJ that night and puts her to sleep.
When the chloroform wears off, she wakes up at Strand's
A prisoner.

When MJ turns up missing, Peter goes to her house.  He
finds traces of sand in her room, and figures out what has

At that moment, Jameson is airing a tape which was
submitted anonymously to the station.  It is Boyd's tape,
but the kiss has been edited out so what you see is Spider
Man dropping down, surprising MJ, and then whisking her
off into the darkness.  The announcer says police have no
other leads in the case of the missing girl, and this tape
is compelling evidence that Spider Man may have kidnapped

Meanwhile, Peter swings into action as Spider Man.
Various action shots of him swinging from skyscraper to
skyscraper.  Eating up the miles across town.

He arrives at the mansion in midtown.  He searches the
mansion... can't find them.  But he finds Cordelia dead.
Strand was in a hurry, didn't have time to jumpstart her
after his farewell kiss.  The huge bank of TV monitors all
show the same image.  It is Strand's smiling face... held
in PAUSE from a VCR.
Peter hits PLAY.

Strand pulls MJ into the frame with him.  He says meet him
at the top of the World Trade Center.

A second later the doors are kicked in.  SWAT team members
pour into the room.  Another set-up.

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

                          SPIDER MAN
          Sorry boys.  Can't stay.

They open fire and Peter leaps, spins, ducks... barely
escapes.  He swings across the room in a vicious arc,
swooping up and crashes out through a sky-light.  In mid-
air, surrounded by broken glass, he fires a web and
catches a flagpole... swinging across the street, as...
A Police helicopter swoops toward him...
Cutting his web, and...
He falls ten stories, shooting strands, missing...
Shooting one, which catches and he does a bungee bounce at
a hundred miles an hour... straight back up...
He spins around a horizontal flag-pole sticking out the
side of a building and launches himself across the street.
Now he's in the groove, swinging across town like a Spider
Man should.

ON THE NEWS, the manhunt for Spider Man is the top story.
His escape from the police, the kidnapping of Mary Jane
Watson, and now the murder of Cordelia... it's all
stacking up against him.  Live feeds from news helicopters
show cops in the streets, police helicopters circling.
One of the copters even got a fleeting shot of Spider Man
on the move, in the canyon between two rows of buildings.
But they lost him.

PETER reaches the World Trade Center towers.  He starts to
climb... racing up the sheer metal face of 2 WTC like he's
never climbed before.

He crashes through the glass into the observation deck
(closed).  There he confronts Strand, who is holding MJ.
Peter tells him to let her go and Strand shrugs.

          I don't care about her now that you're
          here.  She was just a lure.
                    (he let's go of her)
          It's hard to get a meeting with you,
          young man.

MJ goes to Spider Man.  She seems to be okay.
Strand comes over to them.  He gestures to the world laid
out at Peter's feet, like it's something he made just for
him.  The city glitters like a billion jewels, as far as
the eye can see.

          Relax, kid.  I just want to talk.

                          SPIDER MAN
          About what?

          About you.  About your career.  Think of me
          as a kind of guidance counselor.  So let's
          take your chosen field... hero.  See?  Bad
          choice.  I'm recommending against it.

                          SPIDER MAN
          It's not up to you.

Strand goes to the window and looks down.  He puts his
hands on his hips, surveying the world below like some
wise lord.

          Think about it.  You can't save the world.
          Why?  Because you can't save people from
          themselves... from their own brutal and
          venal natures.  You're either a predator
          of prey in this world.  A killer or a
          victim.  People are by nature violent,
          stupid, confused, greedy.  Why waste your
          gift on the ungrateful masses, who would
          love to see your mask ripped off and see
          you dragged through the slime.  The only
          thing they love more than a hero is to
          see that hero fail, fall, screw-up... to
          see him exposed in a scandal, arrested
          with his pants down, caught with his
          hands in the till.  You know why?  It lets
          them feel better about their own
          miserable lives.

He turns dramatically to face Spider Man.  He moves
closer, his voice hypnotic.

          It's a myth that people need heroes.
          People hate heroes!  Heroes make them feel
          bad!  By creating examples they can never
          live up to.  As long as the media can show,
          day after day, that the people they
          respect and admire are just as twisted
          inside as they are... they're reassured.
          They can sleep at night.  They can face
          their puffy faces in the mirror in the

MJ looks at Spider Man.  It is impossible to read his
expression through the mask from her perspective (though
by clever lighting we will be able to see the uncertainty
in his eyes).

          Misery loves company.  And everybody's
          miserable.  You run around in your long
          underwear coming off to them like some
          holier than thou saint, Mr. My Socks
          Don't Smell... you're heading for a big
          fall.  They hate you.

Strand step up to Peter.

          I want this to work out.  You're a smart
          kid.  Like those phony bracelets.  That was
          a good idea.

          What are you talking about?

Strand puts his hands on Peter's shoulders.

          Son.  I know your secret.  See... I had the
          web material you left all over my living
          room analyzed.  It's real spider silk.

He grabs Peter's wrist and rips off the fake wrist-
shooters.  Looks closely at his wrists.  Bends the hand
back, forcing the spinneret to poke out a little.  Mary
Jane looks a little shocked at that one.  Peter sees the
fear in her eyes and his will seems to collapse.  He sees
the everything she feels for him changing in a second.
It's true.  He is a freak.  He is no longer human.

          You can take off the costume, but you
          will always be the Spider Man.

                          SPIDER MAN
          It's just Spider Man.

          The point is, you are not a hero.  You are
          a spider.  It's something you don't have a
          choice in.  And spiders are predators.
          They kill to live.  They kill to live.
          They are not hampered by humanitarian
          ideals or impeded in their lethal
          efficiency by delusions of morality.  They
          are pure.  Powerful.  As God made them.
          There are no merciful spiders.  There are
          no vegetarian spiders.  It is now time for
          you to face and accept your true nature.

Strand turns again to the window, this time putting his
arm around Peter's shoulders.  Father and son, staring
down at the world they can own.

          Join me.  Together we can shake this
          two-bit planet down for its last nickel.
          Take what is rightfully yours.  You have
          been given a great gift, for a reason.  Do
          not squander it.

Peter stares out at the vista for a long time.  It all
makes so much sense.  And it seems to explain so much of
what he feels.  All this churning confusion.

Strand gestures to Boyd, who walks to a shape in the
shadows nearby.  Its about the size of two refrigerators
and its covered by a tarp.  Boyd pulls back the tarp to

Money.  Neatly stacked bankslipped, piles of hundreds.
Six feet tall by eight feet long.  Mary Jane gasps.

          Of course I seldom carry cash, but I had
          Boyd bring this for demonstration
          purposes.  Much more dramatic than a bank
          statement, wouldn't you say?

                          MARY JANE
          How much is it?

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

          Two hundred and fifty.

                          MARY JANE

          Million, dear girl.  Million.  It's all I
          had lying around on such short notice.
                    (to Spider Man)
          Of course it's chump change compared to
          what you and I could do together.  It's
          out there.  All we have to do is take it.
          You know how I get this?  It's a half a
          cent here, a half a cent there...
          electronic transactions taking place a
          million times a second... all over the
          world.  And nobody misses it.  That's the

                          SPIDER MAN
          You know, I took some money once.  It was
          easy.  It was just sitting there.  It was
          the solution to all my problems, and
          there was nobody to stop me.  Nobody could
          touch me.  So I took it.  And you know what
          I found out?

          What, son?

                          SPIDER MAN
          That there is a line you don't cross.  And
          that sometimes you only find the line by
          tripping over it the first time you cross
          it.  But once you do, you always know
          right where it is.

          Oh, please!  Next you're going to tell me
          you gave the money back.

                          SPIDER MAN
          More or less.

          This is a disappointment.

                          SPIDER MAN
          Listen, you want to talk about fate?
          Maybe there is a reason for all this.
          Maybe I was put here to stop guys like
          you when nobody else has the balls.

          Pretty tough talk for a guy in a

Strand moves without warning, grabbing Mary Jane before
Peter can pull her away.  She feels the current running
through her.  Peter lunges forward and Strand turns up the
juice.  Mary Jane cries out.

Peter stops.  He can only watch helplessly as Strand toys
with her life.  Strand grabs her head and kisses her.  The
voltage makes her hair shoot straight out.  She starts
doing the watusi.

          See how power turns women on?

He breaks the kiss.  She slaps the shit out of him and he
kisses her again, this time at a much higher voltage.  MJ
starts to convulse wildly.

Meanwhile, Sandman has dissolved and is flowing across the
floor.  He reforms behind Peter and grabs him in a grip of
solid rock.  Peter struggles as Strand electrocutes MJ.

She bucks and goes still.  Her head falls back and Peter
sees her staring eyes, pupils fixed and dilated.
Dead as they come.  Peter can only stare in horror.

          Mmmm.  What should we do?  Call 911?

          I'll kill you!  Motherfucker!  You hear
          me?!  You're dead, you sick bastard!

          See!  That's my point exactly!  You are a
          killer, kid.  You've got it in you.  Why
          don't you accept it?  You want to rip my
          throat out right now.

Strand puts his hand on Mary Jane's sternum and zaps her
with a defibrillating pulse.  She arches, then relaxes.
Her chest starts to move.  She opens her eyes, weakly,
seeing Strand looking down at her.

          I think there's real electricity between
          us, don't you?

Peter goes berserk.
He fires webs at MJ, jerking her out of Strand's arms
before he can react.  Then...
Mustering all his force, he EXPLODES the Sandman into
loose chunks, which rain down around the room.
He dives out of the way of Strand's first bolt of
lightning, which sets a wall on fire...
Peter tackles MJ and scoops her up...
Diving right through the glass, a quarter mile up...
Her scream vanishes on the wind.

Sandman chunks dissolve into puddles of sand and quickly
flow together... forming back into a human shape.  Strand,
in a fury runs to the window, looking down.  No sign of
Spider Man.  Looking up he catches a glimpse of a figure
leaping from one tower to the next... carrying MJ to
safety.  He fires a lightning bolt which sears the night.
It explodes glass out of the north tower.

ON THE ROOF of the tower, Spider Man gets MJ to the
stairwell door.  He rips it off its hinges and he tells
her to run.  She starts down.  Then turns back to him.

                          MARY JANE
          I love you.

                          SPIDER MAN

He turns to see...

Across the gap, on the outdoor deck of the south tower,
Sandman and Strand come out the door.  Strand fires
lightning bolts across to the other roof, blasting debris
into the air.  Peter knows enough not to leap onto the
microwave tower... a natural lightning rod.

Strand summons a furious force field of electromagnetic
energy, like a sorcerer calling up a demon.  The fiercely
glowing plasma leaps across to the base of the microwave
mast on the north tower.  It starts to glow cherry red.
Concentrating, he uses the electromagnetic force to bend
the microwave tower toward him.
It topples, falling across the gap.  Bridging the two
Sandman leaps onto the bridge and runs across to Spider


And it's a real barn-burner.  Vicious and elemental.
I won't bore you with the details right now, but it's big.

Some of the highlight:

A major slug-fest with Sandman, during which...
They pound each other mercilessly and reduce every object
in sight to junk...
Peter is pummelled, his costume ripped half off...
Sandman gets spread around and reforms...

All the while, Strand is ripping open the power panel next
to the huge roof fans...
Pulling out the 440 volt main cables...
And FEEDING off the power...
Screaming to high heaven as the energy blasts through him
A brown-out darkens the whole lower half of Manhattan...
And Strand conjures a writhing, living field of blinding
blue-white force around him.  It lifts objects into the
air and melts the steel railing near him.  The power of
his mind to control the electromagnetic forces has grown

Sandman pounds Spidey into semi-consciousness.  Hurls him
off the roof...
But he catches a web and pulls himself back up, like one
of those spiders you can't get to stay down the drain...

Spidey sees Strand readying a mega-blast...
He leaps as the bolt rips along the edge of the roof...
Blasting glass into space and fusing the steel in a
glowing track a yard wide.

Spidey sees that Strand is about to fire again...
He fires a web at Sandman, lassoing him...
Just as Stand unleashes a bolt...
Spidey drops over the edge, pulling the web taut...
Jerking Sandman, screaming, right into the path of the
lightning beam...
The furious bright plasma wraps over the Sandman...
Fusing him into molten glass.

Strand swears and runs across the bridge to the north
Sandman is a smoking lump of melted glass in the vague
form of a man.  Poised, cooling, in a position of agony.
Like Michaelangelo's dying slave.  His glass mouth is a
shapeless pit of eternal pain.

Strand looks around and in a fury.
Spider Man appears around the superstructure of the tower
with a fire-hose.  He unleashes a stream of water at
Strand just as he is summoning a surge of power.
It shorts, and there is a tremendous steam explosion.
They are both hurled several yards.
Spider Man comes up running and dives at Strand, smashing
him brutally across the face...
Pummelling him even as Strand shoots pulses into Peter's
body which cause him to scream and writhe in agony.
Peter is hurled back against a wall...
He is crumpled on the ground, his costume in smoking
And Strand, unsteady and bleeding, advances.

Strand summons his amperage for a single, lethal blast.
The veins stand out on his neck and forehead.  This is the
big one...
And Peter raises his head, his eyes steady...
They lock eyes...
And in the blink of an eye...
Strand fires.  Peter leaps.  In midair he tags Strand with
a loop of web and sails past him...
Over the edge...
Jerking Strand with him, over the side...
And they fall together, down the face of the tower...
Strand screams, unleashing bolts of power in all

From a distance it looks like some kind of fantastic
Jacob's Ladder as the arcs light up the gap between the
two towers.
Strand's death fall is one of the most beautiful displays
ever seen, like a symmetrical release of the energy which
created him out of art and the elements.
Falling... Peter, fighting for consciousness, fires webs
at the wall...
And one finally sticks...
But it breaks.  They're going too fast...
He fires one at the far tower, fifty feet away...
It grabs...
And he swings toward the tower...
Slamming against it as the line pulls taut...
HOLDING.  Jerking him to a stop, from a hundred miles an
hour to zero in one second...
And Strand rockets past him, still falling...
Peter holds the web with all his might...
Stopping Strand so suddenly that he slams into the steel
columns along the side of the building with a sickening

The lightning stops suddenly.
A few stray arcs as Strand's broken body dangles at the
end of Peter's line.  The sound of sirens wafts up from
the street far below.

shattered leaping out with Mary Jane.
He climbs painfully up into view.  Moving slowly, he
swings in until he is on the floor.  He pulls up on the
taut lifeline, dragging a semi-conscious Strand up into
the building.  He lays him out on the floor.

Strand is bleeding badly, and broken inside.  Dying.
Peter's mask is ripped half off by the fight.  He pulls it
off his head, showing his face to Strand for the first

          What's your name kid?

          Parker.  Peter Parker.

          Peter Parker.  So... what're you?  Senior
          in high school?

          Yeah.  I graduate next week.

Strand chuckles weakly, coughing blood from ruptured lungs.


He dies.

Peter sags, spent.  Then he sees the pallet of money.
Two hundred and fifty million dollars.
Stolen a half a cent at a time from a billion accounts all
over the world.  Impossible to give back.

What the heck.

People don't notice the cloud at first.
A green cloud, covering the city... a cloud of hundred
dollar bills fluttering out across the city on a brisk
breeze.  Spreading for miles.

But New York notices when it reached the street.  From
Central Park to the Battery, it is one big street party.
On a warm evening, the first night of summer, it's raining
hundred dollar bills as far as the eye can see.

CUT TO: SPIDER MAN hanging in his eyrie.

                          SPIDER MAN
          Well, when they rebuilt the radio tower,
          I sort of made it my favorite hang.  The
          money?  Cute trick, huh?  Like I said,
          there's more than one way to be a saint.
          Did it save the world?  Naw.  It probably
          didn't save anybody.  Except maybe me.

CUT TO PETER, at school.  It is the end of the schoolyear.
He has a lot of bruises.  He tells them he fell off his
They think he's a putz.

MJ is back too.  She is very quiet.  She doesn't hang with
any of her old friends.  They think she's odd now.  She
doesn't care.

                          SPIDER MAN (V.O.)
          There was still the small matter of the
          woman I loved...

Peter and MJ get their grade on the science project.  A+.
He is happy for her that she will graduate with a B and
get her car.  But she doesn't care about that anymore.
She's decided to go to a different collage, get her grades
up, and then go to med-school.

She thanks him for helping her see the wonder of things.
She kisses him.  And whoa... wait a minute.  Why does that
kiss seem so familiar?  Peter is smiling.  Not a geek.
But confident.  Even, somehow... charming.

          Mary Jane.  Close your eyes.

She does.  Puzzled.  He moves very close to her.

                    (in Spidey voice)
          Do you still trust me?

She gasps and her eyes pop open... staring at him.  Then
she gulps, nods once and squeezes them shut.  He kisses
her long and deep, and she twines her fingers in his hair.
Two of MJ's snotnose girlfriends are walking by.  They
just stare, shocked.
MJ breaks, staring at him in wonder.

                          MARY JANE
          My God, Peter.  Are you really him?
          I mean--


It is what everybody secretly hopes for... that someday
someone will see past the face that everyone sees to their
secret self -- what is inside and hidden.  Peter grins,
and she returns it.
They go back into the kiss, just as...

Flash grabs Peter by the shoulder and spins him around.
He can't believe it's true.  MJ with this pencil-neck.  He
tells Peter to walk with him a second and Peter shrugs.
Sure.  He turns back to Mary Jane.

          When two male wolf spiders, Pardosa,
          encounter one another in the presence of
          a female, they assume ritual threat

MJ smirks.  Her eyes merry.  Poor Flash.
Flash drags Peter by his arm around the corner.
He whirls on Peter without warning, with a lightning
roundhouse.  But of course Peter ducks and Flash hits a
brick wall.

          Careful, Flash.  You could sprain

Howling in pain, Flash holds his hand, then charges again.
Peter steps aside, and Flash roars past.  In the blink of
an eye Peter shoots a tiny strand of web to a nearby
railing.  Flash rushes him, tripping on the silk, and
cartwheels into a wall.

          Flash, you should really watch your step.
          Here, let me help you up.

Peter helps Flash to his feet, surreptitiously attaching a
web to the back of his jacket.  He shoots the other end to
a nearby railing.  Peter dusts Flash off and turns,
walking away.  Flash roars and charges... only to get
jerked short like a mean dog on a short chain.  His feet
fly out from under him and he crashes on his back.  Dazed.

All the kids standing around the schoolyard laugh
uproariously.  Peter grins and holds up his hands.

          I never laid a glove on him.  I swear.

Everybody cheers.  Because the truth is: we really do like
heroes.  Especially when they're underdogs.


                          SPIDER MAN
          Mary Jane and I got accepted to different
          colleges.  Wouldn't you know it?  But we
          see each other every weekend.  Her grades
          are better than mine, but I blame it on
          the heavy hours.  It's not easy being your
          friendly neighborhood Spider Man.  Takes
          it out of you.  Well, it's a schoolnight.
          Gotta fly.  Be good.

He pushes off from the mast... swinging in an arc out over
the edge of the roof.  Paying out web-line he drops like
an express elevator toward the street far below.

TILTING DOWN to follow as he becomes a black dot above the
sea of lights.  A tiny spider going home.

                          THE END

THIRD MILLENNIUM entertainment

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