>>-/ Spiderman

-/ Spiderman ( 2)

: -/ Spiderman.

-/ Spiderman

INT. CAFETERIA - NIGHT

It is all dressed up for a party: LIGHTS, STREAMERS, GLITTER BALL, the WORKS! HARRY is dressed as a SPACEMAN; PETER wears his regular clothes.

HARRY You should have worn a costume. I told you to wear a costume.

PETER It's... embarrassing.

HARRY There's Liz...

LIZ is crossing the dance floor dressed as an INDIAN PRINCESS in an MINI-DRESS.

PETER Yeah...

ROZ, dressed as a COWBOY, ambles over.

ROZ ... howdy partners.

PETER/HARRY Hiya, Professor Rosomorf.

HARRY Any word on Doctor Octavius?

ROZ (falling in step) Nothing beyond what I read in the papers. I'm afraid he's not the same man we knew. You know, I've been digging through the notes on his experiments...

PETER follows LIZ with his eyes. She takes a seat at a TABLE next to KIM who wears a HAREM GIRL outfit with the SALAMANDER around her neck. Next to KIM is... SPIDER-MAN! PETER'S eyes go wide.

ROZ You boys must have had an extraordinary classroom experience.

PETER (eyeing Spidey) Yes sir... oh... I'm going to be a little late with my paper on the Planetary Conjunction, sir...

ROZ Whenever you're ready... I'll look at it. I know it's going to be an important work... and Peter, take my hat.

He hands PETER an oversized TEN GALLON HAT.

ROZ It is a costume party.

PETER and HARRY make their way through the dance floor to the table. PETER can't take his eyes off SPIDEY.

HARRY Look, there's Spider-Man!

PETER Not the real one, I'm sure...

HARRY You can never be sure... all kinds of crazy stuff can happen at a masquerade ball...

PETER I bet I know who it is.

As they take seats, PETER sees that SPIDER-MAN is trying to read the BUGLE'S sports section by party light. KIM waves. PETER nods and the BIG HAT falls over his face.

PETER Hiya, Liz...

LIZ moves to Flash, who's dressed in the SPIDER-MAN costume.

LIZ Hiya, Peter. Who is in the Spider-Man costume?

PETER It's a very clever outfit you've got there, Flash.

FLASH Take a hike, asshole.

LIZ (to Peter) How did you recognize him?

PETER His pretty blue eyes give him away...

HARRY Anyway, who'll be sitting with you at the Halloween Ball?

LIZ (whispers to Flash) I wanna dance... Hey, Spider-Man... Shall we Flash dance?

FLASH/SPIDER-MAN Hey, I'm reading the paper, okay?

LIZ turns with a mild pout. Nervously, PETER ponders his chance. HARRY nudges him.

HARRY Take her now, it's easy...

HARRY turns to KIM and does a clanking shimmy in the SPACE SUIT.

HARRY Wanna dance, Schechrezaa?

KIM I'm pooped.

LIZ I'm not...

She reaches for HARRY'S hand.

FLASH Holy jumping jelly beans, willya look at these pictures of Spider-Man? Wow! Is this guy great or what?

LIZ looks. She shrugs. Then she shrieks.

LIZ Hey, Peter! These are your pictures!

FLASH Can't be...

LIZ It says here "Photos by Peter Parker."

PETER reacts, then looks over FLASH'S other shoulder.

INSERT: There are three PHOTOS of SPIDER-MAN in the paper.

PETER BLUSHES, smiling.

FLASH (takes off his head mask) You know this guy, Parker?

PETER Well, yeah... sort of...

FLASH Wow... I'll give you anything if you introduce us.

HARRY (to Liz) Will you grant me this dance...?

LIZ joins him provocatively.

KIM Hey, Flash-Man... Wanna dance...?

FLASH Well, why not.

PETER is left alone, PETER leaves toward the entrance.

At the REAR DOOR a BIG LIZARD passes a NOTE to a DALLAS COWGIRL who passes it to a KANGAROO. The KANGAROO hops across the dance floor to the STAGE where he hands the NOTE to a YOUNG WOMAN in a BASEBALL UNIFORM.

She climbs the STAGE where she is bathed in a SPOTLIGHT. She gets a DRUM ROLL from the band. There are some BOOS as the bad stops.

YOUNG WOMAN Thank you, thank you. We have a special surprise guest tonight. (booo) The Empire State University Masquerade Ball presents... The "Slammy" winning star of MTV'S wrestling tournament... The Amazing Spider-Man!

FLASH, amazed turns to LIZ. He points to himself and mouths, "Me?" (The REAL) SPIDEY drops from the ceiling and lands in a pose. The CROWD cheers. He does a flip to LIZ and extends a hand. The BAND starts up. LIZ demurs.

FLASH (whispers firmly) Go ahead... go ahead!

LIZ takes SPIDEY'S hand and they move slowly and sexily onto the dance floor. They do a short simple number. SPIDEY returns LIZ to FLASH.

LIZ (to Flash) Come on... Flash...

FLASH takes LIZ from PETER (SPIDER-MAN).

LIZ and FLASH dance wildly. They finish to big cheers.

The real SPIDER-MAN slides to center floor. The crowd backs away as SPIDEY spins out the greatest dance number in film history. He's all over the floor and on the walls and on the ceiling and on the GLITTER BALL. He takes LIZ and flies with her. He breaks the place up. Then drops in a pose. BIG CHEERS.

LIZ stops breathless, very near to SPIDER-MAN'S face.

LIZ (whispers breathless) Who are you...?

PETER One day you'll know...

LIZ (a long beat) You sound very familiar.

PETER/SPIDER-MAN Sure I do... I'm your friendly neighborhood Spider-Man!

He jumps away and disappears, leaving the CROWD aghast and LIZ in love.

INT. BEN AND MAY'S FAMILY ROOM - NIGHT

BEN is flicking through the channels of his TV, aggravated as usual. It's all ROCK VIDEOS!

BEN (to May) What a bunch of crap. Goddamn rock and roll's screwed up the whole TV.

He flicks off the set and turns to MAY who's asleep on the couch. He gently nudges her.

BEN Come on, May. Wake up and go to sleep.

EXT. TAXI - NIGHT

It enters the EAST RIVER DRIVE.

INT. TAXI - NIGHT

As the city rolls by.

SPIDER-MAN (fearful) Hey! Can't you go any faster?

CABBIE What'm I in, a race?

SPIDER-MAN (fighting his fear) I don't know... I get this tingling in my brain, like some danger is lurking just ahead. I'm worried about Aunt May and Uncle Ben...

CABBIE Your family?

SPIDER-MAN Well, they are kind of my parents. They raised me. I lost both of my parents in a car accident... please step on it!

CABBIE Step on it... so now you want to kill yourself in another accident... not with me, Boychick.

SPIDER-MAN But I'm telling you... I've got this--

CABBIE ... tingling... I know. And I got ulcers... Everybody's got something to worry about.

SPIDER-MAN Please... Faster... Please.

CABBIE Okay, you asked for it.

EXT. THE STREET - NIGHT

The TAXI skids and swerves like crazy, bumping into everything in sight.

INT. BEN AND MAY'S BEDROOM - NIGHT

A GLASS SHATTERS. AUNT MAY sits up in bed with a start.

AUNT MAY What's that?

BEN What? It's nothing... go back to sleep... (another crash) Oh, I'll go look. Go back to sleep.

INT. BEN AND MAY'S KITCHEN - NIGHT

WEINER is going through the drawers. He finds a nice BONE HANDLE KNIFE and pockets it.

WEINER Hmmm...

INT. BEN AND MAY'S LIVING ROOM - NIGHT

BEN descends the stairs from the bedroom. He peers off into the darkness and pulls his ROBE tight around him as if to ward off some unacknowledged danger.

EXT. TAXI - NIGHT

TAXI driving fast through STREET.

INT. TAXI - NIGHT

CABBIE Some crazy kinda town, huh? You hear about that hold-up? The guy with the six arms? Hey, I see it all on this job. (a beat) What kinda outfit is that, anyway?

SPIDER-MAN (panicked) Look, I'm really in a hurry.

BANG! A BLOW OUT. The CABBIE fights the wheel to the side of the road. Then he turns to SPIDEY.

CABBIE (sly) You said the magic words, we have a flat Boychick.

INT. BEN AND MAY'S FAMILY ROOM - NIGHT

BEN comes in and looks around. A long beat. Then a noise.

BEN Mice...

INT. BEN AND MAY'S DINING ROOM - NIGHT

A very scared WEINER hides, eyes widening. WEINER takes the BONE HANDLE KNIFE from his pocket. It glints in the MOONLIGHT. He moves off.

INT. BEN AND MAY'S KITCHEN - NIGHT

BEN is looking for mice. He opens a closet. Nothing. He shifts around. Nothing. He moves off.

EXT. 59TH STREET BRIDGE - NIGHT

The CABBIE slowly changes the TIRE. Fearing the worst, SPIDEY gets out, looking for a ride. A TRUCK approaches. SPIDEY looks down at the CABBIE and then up at the TRUCK.

CABBIE Hey! You wanna hand me that lug wrench?

He looks up to see SPIDEY go by, stuck to the side of the TRUCK like a spider.

CABBIE Some crazy kinda town...

EXT. THE TRUCK - NIGHT

SPIDEY stares at the lettering on the side of the TRUCK. It says, "Victory Sporting Goods."

SPIDER-MAN (a thought) Sporting goods...

INT. BEN AND MAY'S DINING ROOM - NIGHT

BEN comes in quietly. He looks around. He opens a closet. Nothing. He hears a CRASH. He wheels. A SHADOWY FIGURE runs by a doorway!

BEN takes off like a shot!

INT. BEN AND MAY'S HOUSE - NIGHT

BEN runs through the rooms.

INT. BEN AND MAY'S FAMILY ROOM - NIGHT

BEN flies in and goes right to the RIFLE on the wall. WE hear WEINER clattering around the house in the background as BEN goes to a drawer and pulls out a BOX of BULLETS. He begins to fight the BULLETS into the RIFLE.

WEINER comes flying in and tackles him. They fall to the floor, four hands on the RIFLE. They scuffle.

WEINER All I want it the kid's computer crap!

BEN Let go before I blow your brain's out.

EXT. FOREST HILLS STREET - NIGHT

The TRUCK pulls away leaving PETER in a POOL of STREET LAMP LIGHT. He's wearing a FOOTBALL JERSEY and SHORTS and carrying a SPORTS BAG. He begins to run.

INT. BEN AND MAY'S BEDROOM - NIGHT

MAY hears a CRASH. She pulls the covers up around her chin in fear.

BEN (V.O.) Let go!

WEINER (V.O.) You let go!

EXT. BEN AND MAY'S HOUSE - NIGHT

PETER runs up and hears a SHOT. He runs inside.

INT. BEN AND MAY'S FAMILY ROOM - NIGHT

PETER runs in. He sees WEINER standing there with the RIFLE. They face off across the room. The moment hits PETER like a punch in the chest.

PETER Uncle Ben!

BEN (a wheeze) Peter...

PETER rushes to BEN.

PETER Oh my God... Uncle Ben...

PETER tries to revive BEN, while WEINER runs out.

INT. HOSPITAL WAITING ROOM - NIGHT

PLASTIC FURNITURE, GARISH LIGHTING, CIGARETTES in the ASHTRAYS.

AUNT MAY (a brave but fragile front) Ben gets through everything. He'll be alright. The doctors are...

AUNT MAY and PETER embrace, leaning on each other for support.

DETECTIVE (compassionate) Excuse me. You the nephew?

PETER rises, nods. As AUNT MAY wipes away a sniffle...

DETECTIVE Your uncle's a brave man. Apparently, the perpetrator was after something of yours. Your uncle didn't know what it was but he stood up to him anyway. You ought to be proud of him.

PETER I am... how is he...

A grim-faced DOCTOR walks slowly across the room to them... MAY stands up slowly.

DETECTIVE Ask the Doctor.

AUNT MAY How's my... how's my husband doing...?

DOCTOR Mrs. Parker, I'm sorry. We tried.

MAY collapses.

DOCTOR Crash cart! STAT!

The Detective pulls PETER gently away. The STAFF works on MAY.

DETECTIVE Let the medics handle it. (pause) Look, if it makes you feel any better. We're gonna nail this guy. He crashed his getaway car. We got him trapped in a warehouse on Jackson.

NURSE (to Peter) She's alright. She just fainted. We'll have to check her for symptoms of shock. If you want to wait, you can get some coffee on the third floor.

PETER No, I... I think I wanna go out for some fresh air.

EXT. WAREHOUSE - NIGHT

COP CARS, COPS, SEARCHLIGHTS playing their BEAMS against the ACME CHEMICAL STORAGE BUILDING. GUNFIRE flashes from one of the WINDOWS.

EXT. COP CAR - NIGHT

ELITE COPS in BASEBALL CAPS are plotting strategy.

COP #1 That place is loaded with solvents and chemicals. If we blast our way in, it's gonna go up like a roman candle.

COP #2 We could go in through the fifth floor wash room.

COP #1 What's that up there? Throw a light on that!

COP #1 directs the BEAM of the SEARCHLIGHT.

EXT. WAREHOUSE WALL - NIGHT

SPIDER-MAN is climbing it, trapped in the GLARE of the SEARCHLIGHT. He freezes.

COP #1 He's got a partner!

EXT. COP CAR - NIGHT

Every COP'S WEAPON is trained upward at SPIDER-MAN!

COP #2 (on radio) We got an accomplice up there! And we got a clear shot. Do we have a go?

RADIO (filtered) That's a go.

EXT. WAREHOUSE WALL - NIGHT

GUNSHOTS erupt around SPIDER-MAN and he skitters around to evade them.

INT. THE WAREHOUSE - NIGHT

Thinking they're shooting at him, WEINER shoots back. In the corner of his eye he sees SPIDER-MAN at a side WINDOW. He aims his rifle and SPIDEY ducks out of the way.

The frightened WEINER moves to the side WINDOW to blow SPIDEY away. As he moves past the front WINDOWS he is lit by the SEARCHLIGHTS that play on his face darkly.

SPIDEY leaps in at FRONT WINDOW and drops neatly behind WEINER, landing a pose.

SPIDER-MAN (cold, hard) Say your prayers, Weiner!

WEINER whips around and fires. SPIDEY leaps to avoid it and lands on a STACK of PAINT CANS.

WEINER You ain't takin' me... Spider-Man... who ever you are...

SPIDEY gathers himself tighter. He leaps. A second GUN BURST comes in behind him, Several PAINT CANS erupt in cascades of COLOR.

SPIDER-MAN (hanging on ceiling) Hey, creep!

WEINER aims and fires, several times. He is emptying his RIFLE. SPIDEY leaps away and lands on the top of a CASK marked "CAUTION-FLAMMABLE SOLVENT!"

SPIDER-MAN (taunting) Try again.

The CASK gives way and SPIDEY is plunged into the FLAMMABLE SOLVENT. WEINER smiles his stupid grin and takes aim.

SPIDEY leaps out of the CASK and sticks to the roof BEAM. He's sopping wet. His hand slips down the BEAM as the SOLVENT works against his sticking power.

He falls to the floor and scrambles behind some PAINT CANS. WEINER, crazed, fires wildly. One of the CANS EXPLODES. PAINT flows from it... burning!

SPIDEY peeks out and sees a YELLOW RIVER OF FLAME creeping toward him. He sniffs his SOLVENT soaked outfit.

He backs down a "corridor" of PAINT CANS. The YELLOW FIRE follows, now joined by a RIVER OF BLUE FIRE from another can. They're following the trail of SOLVENT he's dripping!

He's trapped!

COP (V.O.) (on bullhorn) This is your last chance, you two. Either you're coming out, or we're coming in!

SPIDEY'S against the WALL! PAINT CANS to his right and left, and a RIVER of RED FLAME joins the YELLOW and BLUE as they creep toward him!

He climbs backwards up the wall, face toward the BLAZE. The COLORED FIRES join and follow him up the wall! They're licking at his feet!

WEINER (at the window) Stay back! (gun burst) Whoa... stay back down there!

SPIDEY is inches from being torched. He sees a PIPE. He reaches out and grabs it. He swings out above the flames.

But the PIPE begins to bend!

The PIPE bends down... down... and then breaks! SPIDEY hangs precariously as WATER cascades out of the PIPE and puts out the FIRE.

SPIDEY drops down and rest his head in his hands to collect himself. Then looks up. The GUN is at his head.

WEINER Stand up, you.

SPIDEY stands.

COP (V.O.) You have thirty seconds to come out!

WEINER You're my ticket outa here. Gimme that stupid mask!

SPIDER-MAN hesitates. Then he begins to raise the MASK, but stops and shakes his head no.

WEINER Then I'll take it myself.

He reaches for the mask and SPIDER-MAN flips him across the room. WEINER lands in a CARGO net and becomes ensnared.

SPIDER-MAN Well, look what we've caught in our web...

WEINER Don't hurt me, man. Please don't hurt me...

INT. WAREHOUSE HALLWAY - NIGHT

COPS are poised at the door. A signal. They crash inside.

INT. WAREHOUSE PAINT ROOM - NIGHT

COP #1 Hold your fire!

WEINER is hanging from the ceiling in the the CARGO NET.

WEINER Get me out of this madhouse!

He falls down, immediately encircled by the POLICE OFFICERS. SPIDER-MAN flies above their heads, crashing through the WINDOW and disappears into the dark of night.

INT. CYCLOTRON - NIGHT

A weird, flickering BLUE LIGHT dances around the hole in the CYCLOTRON. Then it cuts out. A HELMETED MAN pulls himself out of a HATCH. He flips up the HELMET.

OCK is finishing putting together his new equipment.

OCK (smiling) Okey, dokey.

OCK goes about checking out the CYCLOTRON. It looks good.

INT. CONTROL ROOM - NIGHT

OCK starts flicking switches and reading DIALS, doing a "mission countdown" for his next experiment. This place has been "hot rodded" to the max.

OCK (reading dials and numbers) Amperage, okay. Flux, 14. Negative variable differential... good enough.

He shuts it down. The WHINE whirs down.

OCK Okey, dokey... now all I need is Parker's data. Where the hell is Weiner? Damn it... I can't trust anybody. (throws his Waldo in the air) Only you, my babies... only you can I trust... Okay... If I have to do everything myself... I'm going to do it. (to his equipment) I'll be back... my babies... my new babies!

OCK hides the WALDOS under his coat and leaves the room.

INT. PETER PARKER'S APARTMENT - NIGHT

There is more EQUIPMENT than before. PETER is deep at work. His SPIDER-MAN UNIFORM hangs on the WALL. There is a knock at the DOOR.

LIZ (V.O.) Hey, Peter! Are you finished with my computer yet? I got a paper too, you know...

PETER (panicked) Oh my God... oh, it's you, Liz... I didn't expect you... uh... give me a minute.

He hides his SPIDER-MAN COSTUME.

INT. THE HALLWAY LANDING - NIGHT

LIZ waits impatiently.

PETER (opening the door) Hi, Liz. Come on in.

INT. PETER PARKER'S APARTMENT - NIGHT

LIZ enters, looking around. PETER covers for this and that.

LIZ What were you doing in here?

PETER (looking around) Cleaning up. Come on. I'll get your computer. Where's Flash parked?

He picks up the COMPUTER and turns to her, but she's already looking around the apartment.

LIZ Flash didn't come.

PETER (holding it) Oh. Well... how are you going to get it home?

LIZ walks into the room.

LIZ Taxi... I guess.

She discovers the PRINTS of SPIDEY that PETER has taped up around the apartment.

LIZ You must spend a lot of time with this Spider-Man guy... Peter! Don't you think you ought to unplug that!

PETER looks and sees that he is tethered to the wall. Embarrassed, he puts the COMPUTER back down.

PETER (embarrassed) I, uh, I'll go down to the corner... see it I can hail that taxi.

PETER leaves. LIZ smiles. She likes PETER. Why is he so...?

INT. HALLWAY - NIGHT

A SHADOW of a MAN can be seen hiding. PETER does not notice him.

INT. PETER PARKER'S APARTMENT - NIGHT

There's a KNOCK at the DOOR.

LIZ (crossing to it, wondering) Peter...?

She is about to open the door when FOUR WALDOS smash through it, obliterating it. OCK stands in the shattered doorway, WALDOS writhing.

LIZ Doctor Octavius...! You're... You're... (finds the words) You're so weird!... with those... what do you call those...

OCK Waldos... Did you hear about Spider-Man? (moving Waldos like spider's legs) That's me... the real Spider-Man... now tell me, where is that jerky friend of yours... Parker?

LIZ (protecting) Peter?... oh... he's not here. He's gone. I don't think he'll be back for awhile.

OCK (running his Waldo in her hair) You wouldn't lie to your Professor now, would you?

LIZ Of course not. Why would I lie about a thing like that? Really. He's... out.

OCK We'll wait.

OCK grabs LIZ'S HAIR with his WALDOS.

LIZ What are you doing... let me go! Please... take those things out of my hair!

OCK My Waldos, you mean.

LIZ Whatever you call them... please...

OCK shoots out TWO WALDOS. Simultaneously each grabs a CHAIR from different parts of the room and brings them to the TABLE.

OCK Sit.

She does. He does, too, and folds his WALDOS across his chest.

OCK (chatty) He's a nice boy. A little nerdy maybe, but nice, wouldn't you say?

LIZ Oh, I don't know. Maybe. He's very inexperienced.

ONE of OCK'S WALDOS rests on the TABLE curled around the COMPUTER. LIZ lets her hand rest on it. OCK warms immediately.

OCK You know, you're a fascinating young lady...

LIZ Thank you...

OCK You're so refreshing. You're so...

LIZ Shocking...?

OCK (gone to far) Oh, I wouldn't say shocking...

LIZ I would!

She sticks his WALDO in the ELECTRIC WALL SOCKET behind the COMPUTER! The CURRENT sizzles through him and he leaps up, WALDOS akimbo, like the "cartoon cat." LIZ runs out the door.

OCK extricates himself from the current and gives chase.

INT. HALLWAY - NIGHT

LIZ burst from the DOOR.

LIZ Peter...!

She looks both ways for PETER, doesn't see him, and takes off! OCK bursts from the doorway and runs off after LIZ.

EXT. THE STREET - NIGHT

LIZ running as fast as she can, but OCK is gaining quickly.

EXT. PETER PARKER'S APARTMENT - NIGHT

A TAXI drives up and disgorges PETER.

PETER Wait here...

INT. PETER PARKER'S APARTMENT - NIGHT

He walks in. It's empty

PETER Liz?

LIZ (V.O.) (screaming from the street) Peter! Help! Peter!

PETER springs into action. He grabs his SPIDEY SUIT out of a drawer and starts taking off his clothes.

EXT. STREET - NIGHT

LIZ looks back and sees OCK CARTWHEELING toward her. She can't outrun him. She must hide. There's a CONSTRUCTION SITE on the right. She ducks down the alley next to it.

INT. CONSTRUCTION ALLEY - NIGHT

LIZ runs into it and finds herself trapped on three sides by a high CYCLONE FENCE. Behind her, OCK'S WALDOS stretch out like waterbug legs. He bug-walks into the alley and laughs down at her from his perch atop the WALDOS.

OCK Peter Parker has something I want... And I'm going to have something he wants.

She dashes past him and runs into the outboard CARGO ELEVATOR.

INT. ELEVATOR - NIGHT

She looks for the UP BUTTON and finds nothing! OCK, on his feet now, is on the wire mesh ELEVATOR CAGE in a flash. He tears the outer DOOR away.

LIZ starts pressing KNOBS and LEVERS in panic. The LIGHT goes on. A WARNING BELL clangs. She finally finds the switch and the CAR leaps up just as OCK tears off its front door.

LIZ, safe for the moment, watches OCK recede below, shaking the torn off door in a rage.

EXT. CONSTRUCTION SITE - NIGHT

Extending WALDO over WALDO, OCK climbs the ELEVATOR HOUSING chasing the rising CAR inside.

EXT. CONSTRUCTION ROOF - NIGHT

The CAR arrives and LIZ jumps out. She's on nothing but a narrow GIRDER! She tightropes on the GIRDER. OCK gets to the top. He looks across at her. She's stuck between two unfastened GIRDERS, at a dead end. He slowly telescopes a WALDO toward her. She's got no place to run, no place to hide. He grabs her by the BLOUSE and lifts her off the GIRDER.

SPIDER-MAN (V.O.) Put her down, Ock.

OCK looks across the street. There, on the top of a tall building, is SPIDER-MAN.

SPIDER-MAN I know what's happening to you, Ock. I've been through a lot of changes myself lately. You have to listen to me.

OCK (holding Liz) Who the hell are you?

SPIDER-MAN Spider-Man.

LIZ (seeing Spidey) Spider-Man...

OCK That's a lot of crap, clown... I am Spider-Man, not you. (points to Liz) Ask you girlfriend. (to Liz) Tell him!

SPIDER-MAN I'm a good friend of Peter Parker's Ock. Just like that girl you're holding. Now let her go.

OCK thinks for a moment, then he begins to extend the kicking and screaming LIZ out over the street, ten stories up.

OCK Let her go? What an excellent idea. If you do not deliver your friend, Mr. Spider-Man, yes. Yes, of course, I'll let her go.

LIZ Put me down, you mechanical mutant!

LIZ is having none of this. She kicks, she fights. She twists. She flails around, making things a little worse. The ground is yawning death beneath her. RRIIPP!

PART of her BLOUSE tears away and LIZ plummets!

SPIDER-MAN swoops down on a WEB-STRAND in his characteristic compound curve. He reaches out for the falling LIZ and misses her cleanly. The WEB is too short.

LIZ (falling away) You jerk!

He THWIPS her with a second WEB and together they swing to a HIGH GIRDER where he deposits her safe and sound.

LIZ (straightening herself) Tell your friend Peter next time I'll get the taxi myself...

OCK (screams) Hey... you jerk... you phony Spider-Man... Prepare to meet your death, bug.

SPIDEY THWIPS a beam and swings across toward OCK.

SPIDER-MAN (whispers) Actually, I'm rather fond of living... especially now... (he looks at Liz)

He lands on OCK'S GIRDER and the two progeny of the cyclotron face off for the first time, ten stories above the street.

SPIDER-MAN (a last appeal to reason) Octavius. Just stop and think.

OCK I am thinking, insect. I'm thinking about exterminating you!

SPIDER-MAN Okay, if that's the way you want it... Let's see what those chrome knuckles can do, Doc...

A WALDO lances out and catches SPIDEY flush on the jaw. It knocks him to another GIRDER. SPIDEY hangs on and rolls over. He rubs his jaw.

LIZ Great...

SPIDEY gets ready to go into action and gets pummeled by another barrage of blows from above.

OCK Now I must kill you, you cretinous clown.

OCK throws a roundhouse WALDO that nearly knocks SPIDEY off the GIRDER. He's just barely hanging on.

But SPIDER-MAN'S not done yet. He THWIPS a HIGH BEAM and swings into a better attack position. The two SUPER- ADVERSARIES engage in battle.

With OCK swinging from his WALDOS like a metal monkey and SPIDEY swinging from his WEBS like, well, like SPIDEY, they clang and bang through the GIRDERS of the CONSTRUCTION SITE.

OCK Once I dispose of you, Spider-Man, no one will be able to stop me.

SPIDER-MAN Stop you from what...?

OCK My destiny!

OCK throws his biggest punch yet.

SIRENS can now be heard in the street.

SPIDEY avoids WALDO strike after WALDO strike. OCK eludes WEB after WEB. But SPIDEY'S agility soon has him turning circles.

SPIDER-MAN Over here, Octopus!

OCK That's Professor Octopus to you Spider Jerk!

SPIDER-MAN Give it up, Professor. You'll never catch me!

OCK takes three steps and soars through the air.

EXT. BRICK WALL - NIGHT

OCK, misjudging the leap, soars right past SPIDEY and into an alley! Screaming all the way...

EXT. THE ALLEY - NIGHT

OCK and TWO WALDOS pressed against each of the opposing walls. It's a tenuous grip. Then, very slowly, sparks flying from his WALDOS, OCK slides down into the alley.

SPIDER-MAN So long, sucker.

EXT. STREET - NIGHT

COP CARS pull up. COPS leap from them.

EXT. SIDE WALL - NIGHT

OCK makes it down, sees the COPS, ducks out of sight.

EXT. COP CARS - NIGHT

The SEARCHLIGHTS go on. SPIDER-MAN swings back across the street to the CONSTRUCTION SITE.

COP #1 There he is!

COP #2 It's that Spider-Man!

EXT. THE ROOF - NIGHT

SPIDEY lands next to LIZ in a pose. Lit by the flashing BILLBOARD, he's weirder looking than ever. SPIDEY puts an arm around LIZ and extends a WEB SHOOTER.

LIZ What do you think you're doing?

SPIDER-MAN I'm rescuing you.

With that SPIDEY leaps way out and he and LIZ swoop away on a WEB-STRAND.

LIZ Thanks but nooooooooooo!

EXT. THE COP CARS - NIGHT

ALL WEAPONS point upward at SPIDEY'S movement.

COP #2 He won't get away this time!

COP #1 Hold your fire! He's got a girl.

COP #2 Looks like he's got a hostage.

EXT. WEB STRAND - NIGHT

SPIDEY sees the WEAPONS aimed upward. He shoots out another WEB and swings off in a different direction. LIZ whoops with the G-force.

LIZ Wait a minute. Where are you taking me?

SPIDEY hounded by the Police, rejected by the girl.

SPIDER-MAN I better just take you back where you belong.

He shoots out another WEB.

SPIDER-MAN Hold on tight.

LIZ (Times Square) Where are we?

SPIDER-MAN Open your eyes.

They are standing on the ROOF of the CENTRAL TOWER of the EMPIRE UNIVERSITY BUILDING. LIZ opens her eyes. It's an extraordinary sight.

LIZ (the Empire State Building) If you're trying to impress me Spidey, I want you to know I'm not easy. Okay, I'm impressed... now put me down, Spidey... put me down.

SPIDER-MAN I like the way you say Spidey... Nobody calls me Spidey... now we go...

EXT. DORMITORY - NIGHT

They swoop down... and down... stopping on one of the building's SILLS, actually right in front of a WINDOW in the DORMITORY BUILDING.

LIZ (Tavern on the Green) Wow... look, this is our dormitory. I can get to my room. Hey, wait a minute... there's Flash, if I'm not mistaken.

SPIDER-MAN Liz?

LIZ You know my name?

SPIDER-MAN Liz, listen to me. There's something I have to tell you.

LIZ Okay, put me down and we can talk, alright?

SPIDER-MAN Do you know who I am?

LIZ All I know is you're the Amazing Spider-Man... or better you're Spidey the good guy on the block... you're a weirdo in a clown spider suit.

SPIDER-MAN And that's all you know about me? (a beat, a sigh) Okay, lets get your boyfriend.

LIZ Which one?

SPIDER-MAN How many do you have? I meant Flash.

LIZ Well, Flash is not exactly my boyfriend...

SPIDER-MAN He's not? Then who is?

LIZ There's someone I like, but he's too shy to notice. (Flash appears)

SPIDER-MAN Flash!

FLASH Liz! (a beat) SPIDER-MAN!!!

LIZ (to Spider-Man) You know everybody... Flash we have to call Peter!

FLASH rushes right past LIZ to the WINDOW. There's a NEWSPAPER in his hand.

FLASH Hey, they won't let up, man! (shows Daily Bugle) They keep calling you an accomplice in that burglary murder. But that's a crock, ain't it? I'm with you, Spidey, 100%

SPIDER-MAN Thanks.

FLASH (realizing) By the way, what are you doing with... Liz?

SPIDER-MAN She needed a lift.

FLASH Oh... okay! This calls for a beer! A lot of beer!

SPIDER-MAN Thanks, but I have some business to take care of.

FLASH Well... take care of that later. Wait here. I'll get the beer.

He disappears. LIZ comes, tentatively, to the WINDOW where SPIDEY squats, desire and passion in his WHITE EYES.

LIZ (accusatory) How'd you know this was Flash's place?

SPIDER-MAN Peter Parker told me all about it.

LIZ Peter told you all about Flash?

SPIDER-MAN No... he told me all about you. See you later. (he jumps away)

INT. DORM - NIGHT

FLASH comes in with more BEER than a man ought to carry.

FLASH Hey, where'd he go? Hey, Spider-Man!!

But SPIDER-MAN has disappeared.

LIZ (distracted) Peter told your Hero all about me...

FLASH He would, wouldn't he... that jerk!

EXT. PETER PARKER'S ROOF - NIGHT

SPIDER-MAN lands on it. He drops in the SKYLIGHT.

INT. PETER PARKER'S APARTMENT - NIGHT

He drops into the room and pulls off his MASK. The place has been ransacked. COMPUTER DISCS are all over the floor. PETER pulls a file marked "Planetary Conjunction." He opens it.

A piece of PAPER falls out. It says, "Kiss it goodbye, Wall Crawler!"

PETER (whispers angrily) Octavius!!!

EXT. EMPIRE STATE UNIVERSITY QUAD - DAY

PETER is hurrying along. KIM in sunning herself wonderfully.

PETER (hurrying by) Kim! Have you seen Harry?

KIM Sure, lots of times. What a brainiac...

PETER Yeah... have you seen him today?

KIM No, un unh.

LIZ (catching up) Peter...!

PETER (keeps walking) Hi... have you seen Harry?

LIZ No. What a night, huh?

PETER (laughs) Yeah, that was some ride home... must have been pretty exciting.

LIZ It was... okay. Look, I got two tickets to Les Miserables... wanna go?

PETER Sorry... I'm really busy... I mean, not tonight... see you later.

LIZ (thinking) Hey, Peter... how did you know about last night...?

PETER What about last night?

LIZ My exciting ride with Spider-Man...

PETER Oh... Sorry... I gotta hurry... I have to find Harry... I'll see you later.

LIZ Peter!

PETER runs off. He sees a car approach and flags it.

PETER Hey! Can I get a lift downtown?

FLASH Take your shoes for a walk, Dork.

FLASH gets out of his car, and crosses the lawn toward LIZ.

INT. CONTROL ROOM - DAY

OCK is hard at work. The room, still rippled, has been "hot rodded" to the max. Lots of jerry-rigged stuff has been added.

OCK takes a sip from the THERMOS and flicks on the small TAPE RECORDER.

OCK We are new inserting Peter Parker's data on tonight's Planetary Conjunction.

INSERT: The COMPUTER SCREEN displays Peter Parker's name and ID number and the title, "The Planetary Conjunction and it's effect on Earth Gravity."

OCK Yes, yes! Go on! Go on!

INSERT: NUMBER SEQUENCES appear on the SCREEN. Then a GRAPHIC of the EARTH moving into line with SATURN, JUPITER, the SUN and the MOON. In the corner a NUMBER rises.

OCK Enormous. It's enormous. (to recorder) The Parker calculations add 4% gravitational force at the moment of full Planetary Conjunction. (hits some keys) Adding this to present maximum power potential, I get...

He looks up and sees the SCREEN a GRAPHIC "HOLE" opening up right through the EARTH! The widening HOLE is swallowing everything!

OCK I knew it. I knew it! Universal destruction! It's doable! I am putting a countdown clock on the Planetary Conjunction now!

A LARGE DIGITAL DISPLAY reads, "13:00:03." The last seconds count down to, "12:59:59!"

OCK (playing the computer) Okey, dokey. Now let's see if I have enough power to drive this beast.

He starts hitting KEYS on his COMPUTER.

INT. PETER PARKER'S APARTMENT - NIGHT

PETER is working on LIZ'S COMPUTER. There is a KNOCK at his brand new, unpainted DOOR. He hurries to it and pulls the KNOB so quickly (forgetting his own strength) that the whole assembly comes off in his hand.

PETER (pulling Harry aside) I gotta remember to have that fixed. (opens the door) There you are, I've been looking for you all over town.

HARRY What happened?

PETER Where were you?

HARRY I went to the wrestling, wanted to see that Amazing Spider-Man, but he didn't show up.

PETER Listen, Harry something terrible happened.

HARRY What? What?

PETER My Planetary Conjunction papers... they were stolen...

HARRY Oh my God... Are you sure...? Who would do such a thing?

PETER Ock...

HARRY Of course... but why...?

PETER We have to find out, sit down. (indicates computer) I want to access Dr. Octavius' main program. I want to know about his experiments with the cyclotron. Can you do it?

HARRY (starts hacking) I can try. I could access the system in the dorm. Okay. And through that I could crack the main line.

PETER Alright. Now if we can just disrupt the Octavius file...

HARRY Okay, let's try.

HARRY cracks his knuckles like a safe cracker and bends to the task. The PHONE RINGS. PETER hits his jerry-rigged SPEAKER PHONE. HARRY keeps hacking.

PETER Yeah?

JAMESON (V.O.) Parker? Peter Parker? This is J. Jonah Jameson!

PETER (looking over Harry's shoulder) Mr. Jameson, you got me at a bad time.

JAMESON (V.O.) I need pictures of your friend, the Amazing Spider-Man. But I need bad guy shots, you got it? Lots of bad guy shots. We're gonna pin that insect to the wall. Whaddaya say?

PETER hangs up. The DIAL TONE cuts off JAMESON.

INT. JAMESON'S OFFICE - NIGHT

Only he and the PHOTO ASSISTANT are there.

JAMESON What about that kid? On the job already?

INT. CONTROL ROOM - NIGHT

OCK is pacing around the hot rodded room. He checks this and that. He looks at the COUNTDOWN CLOCK (06:00:10) and throws himself down in his CHAIR. He resumes his check- down.

OCK Fusion cells...? All up. Internal temperature... okay. Risk? (a long beat) Acceptable. (another beat) Let's fly.

He starts flicking on SWITCHES and DIALS. The WHINE whirs up. He throws the RED POWER THROTTLE. The POWER DIAL goes to 90!

INT. PETER PARKER'S APARTMENT - NIGHT

PETER and HARRY are at a COMPUTER. The LIGHTS flicker and dim. Then they go back on. PETER and HARRY look at each other and shrug.

HARRY Got something!

INSERT: DIGITAL CLOCK display: "06:00:03"

PETER What is it?

HARRY Let me see. It's some kind of countdown clock.

PETER Countdown to what?

HARRY I don't know, but whatever it is, it's only six hours away.

PETER The Planetary Conjunction?

HARRY Could be...

PETER Or Doc Ock's end of the world experiment... Or both!

HARRY Wait a minute. You're not telling me you think the world is gonna end tonight...?

PETER You want to wait around till midnight to find out?

HARRY No, but...

PETER Let's see what else we've got.

Another set of numbers roll up on the SCREEN. They are accompanied by ELECTRICAL SYMBOLS.

HARRY What's that?

PETER It might be a calculation of the amount of power he needs to create the hole between the force and the anti-force.

HARRY That's a lot of energy. What could generate power like that?

PETER The closest you could come is the New York City Subway System.

Again, the lights flicker and then dim and they return.

HARRY/PETER (together) We gotta talk to Professor Rosomorf!!

INT. BROADWAY EXPRESS - NIGHT

ROZ boards and takes a seat. There are the usual SUBWAY TYPES. A FAT WOMAN. A PIMPLY TEENAGER and his date, a TALL SKINNY GIRL in a PARTY DRESS.

ROZ, making notations in a PAD, takes no notice of them. He sits down, closes his PAD, and taps a PENCIL against his chin.

ROZ Plutonium...

EXT. MAJOR INTERSECTION - NIGHT

TAXIS go by. TWO LOVERS stroll. We hear a familiar WHINE. The "WALK" and "DON'T WALK" signs FLASH at the same time.

BOY Make up your mind!

The signs EXPLODE! The COUPLE stops in their tracks. The BOY looks at the GIRL.

GIRL What's going on?

An ARC of ELECTRICITY now shoots between the LIGHT PILLARS of the SUBWAY STATION on the corner.

INT. BROADWAY LOCAL - NIGHT

SPARKS fly by the window. ROZ, oblivious at first, is now stunned by the show.

EXT. SUBWAY TRAIN ENTRANCE - NIGHT

The ARCS of ELECTRICITY continue to rise. The STREET LIGHTS buckle and bend into weird shapes.

WOMAN Oh my God!

MAN Get back! Get back!

EXT. INTERSECTION - NIGHT

TWO TAXIS roar through the intersection and COLLIDE. The ETHNIC DRIVERS leap out and begin arguing.

INT. TRAIN - NIGHT

PEOPLE SCREAM and fall back as the TRAIN seems to change angles.

EXT. SUBWAY ENTRANCE - NIGHT

A building ROAR rises from the SUBWAY ENTRANCE. Then the sound of a TRAIN WHISTLE! The BOY looks down the STAIRS and has to leap out of the way as the BROADWAY EXPRESS comes highballing up the STEPS and blasts through the SUBWAY entrance.

The TRAIN sails through the air.

EXT. LUXURY CONDO HIGH-RISE - NIGHT

The TRAIN crashes into the building in a storm of cyclotron generated Dali physics.

EXT. THE STREET - NIGHT

The THROB and PULSE recede. SCREAMS, HONKS, SIRENS can be heard.

EXT. LUXURY CONDO HIGH-RISE - NIGHT

A splendidly turned out MIDDLE-AGED WOMAN wakes from her satin sleep to see that a SUBWAY TRAIN is in the middle of her BEDROOM. The WALL through which the train has come sags and ripples like it has melted and partially resolidified.

WOMAN Henry!!!

Several PASSENGERS climb out of the WINDOWS of the TRAIN or pry open the DOORS.

WOMAN What are you doing here? Get out of here! Get out of here!

EXT. THE STREET - NIGHT

A CROWD has gathered to gawk and point. They look up and we see their POV.

The MIDDLE CAR of the TRAIN is simply "embedded" in the HIGH-RISE, its rear sticking out of the building fifteen stories up. From its COUPLING dangles the LAST CAR.

INT. MIDDLE CAR - NIGHT

The car is bisected in the middle by the fused brick and glass of the WALL of the building. PASSENGERS on the outside of the WALL press their faces to the GLASS and pound for help.

ROZ comes to the aid of a MOTHER with TWO CHILDREN.

EXT. THE STREET - NIGHT

The CROWD sees something else. Swinging high in the sky is your friendly neighborhood SPIDER-MAN. The COUPLE and TWO DRIVERS argue about what this means.

WOMAN It's Spider-Man!

TRUCK DRIVER #1 Get outa here, you bum!

WOMAN Hey, what are you talking about?!

TRUCK DRIVER #2 (back at woman) What's the matter, lady don't you read the papers?

This is the DRIVER of a DAILY BUGLE truck carrying the historically famous Bugle headline, "Spider-Man - Threat or Menace?"

MAN Go Spidey! Go!

INT. LAST CAR - NIGHT

It's nearly vertical! People are tumbled over each other. The scared TEENAGER is tearing at the door. The SKINNY GIRL screams in a mechanical way. The DOOR opens. He nearly falls!

The SKINNY GIRL screams again. He manages to get back inside. She looks at him, safe now. But she screams again anyway.

ROZ struggles to right himself against a pole. A BAG OF GROCERIES goes sliding past him. It continues downward and out the OPEN DOOR.

INSERT: The BAG tumbles down through the air. Down, down, and down...

INT. MIDDLE CAR - NIGHT

SPIDEY'S face appears in the WINDOW upside down.

SPIDER-MAN Hello, everybody...

He slides the WINDOW down and flips inside. He walks through the parting PASSENGERS to the BUILDING WALL. He feels it.

SPIDER-MAN Okay, everyone, stand back and stay cool.

He hurls himself at the fused GLASS portion and bounces back onto the floor. He rolls over, flexing his shoulder.

WOMAN (whining) Is that the real Spider-Man?

SPIDEY does a TRIPLE FLIP to his feet. He reaches up for the overhead RAILING and pulls it down easily. Oohs and aahs. SPIDER-MAN points it at the GLASS and hefts it.

SPIDER-MAN Somebody wanna give me a hand with this?

First the WOMAN, and then all of them, take up positions on the BATTERING RAM.

SPIDER-MAN On three. One... Two... Three!

They ram the GLASS and it shatters.

INT. THE LUXURY CONDO HIGH-RISE - NIGHT

HENRY stands at the open DOOR of the TRAIN in his bedroom as they all come rushing through into the room.

HENRY Come on. Come on. That's it. Step lively now.

WIFE Henry, the rugs!

HENRY Oh, shut up!

SPIDER-MAN Have a nice evening, Ma'am... and you too, Henry.

EXT. THE STREET - NIGHT

The FIRE TRUCKS arrive and begin assembling a LADDER.

INT. THE LAST CAR - NIGHT

SPIDEY arrives at the DOOR at the top of the CAR. He sees ROZ at the bottom. THREE PEOPLE are between them. The SKINNY GIRL sees SPIDEY. She screams.

SPIDER-MAN Okay, folks, just hang on...

He scampers down the GRAB-HANDLES to the people below. FOUR PASSENGERS cling to SEATS and BARS.

SPIDER-MAN Okay, one at a time. You first, Ma'am...

A FAT WOMAN makes a "who me?" gesture. SPIDEY throws her over his shoulder.

INSERT: THE COUPLING which holds the two CARS at right angles begins to bend open.

SPIDER-MAN, the FAT WOMAN over his shoulder, goes hand over hand to the top and the WOMAN is dumped into the MIDDLE CAR.

INSERT: THE COUPLING bends open a little more.

SPIDEY helps the TEENAGER and the SKINNY GIRL out of the CAR. She takes the dreadful step between cars. She looks down. She screams. She steps across.

EXT. LUXURY CONDO HIGH-RISE - NIGHT

The FIRE LADDER is up. But it is about TEN FEET short of where it's aimed at. The end of the CAR. A FIREMAN stands at its apex.

FIREMAN (into walkie) Gimme more ladder! I need more ladder!

WALKIE Negative on that, you're at full extension!

INT. LAST CAR - NIGHT

Now only ROZ is left. SPIDEY approaches him. He clings to a POLE.

INSERT: The COUPLING bends open! The CAR is hanging there from memory!

ROZ This is Doctor Otto Octavius' work. I must get back to my university. I must stop Ock... he's gone crazy. Can you help me?

SPIDER-MAN Sure thing, just don't take the train. Come on... give me your hand.

ROZ Spider-Man! Listen to me! If he can do this with the train, if he's come this far, then I can pretty well predict his next step. He'll go to Plutonium SL 270 for the power. He must be stopped... or else he'll destroy our world.

The COUPLING shrieks and the CAR lurches.

SPIDER-MAN Let's get you out of here first, Professor.

ROZ Wait Spider-Man. I don't think I can make it... You mustn't waste time saving me... you must save the world! You must go and stop Ock!

SPIDER-MAN Where can I find him...?

ROZ He is looking for Plutonium SL 270 I'm sure...

The CAR lurches on its side and ROZ flies out of the DOOR. SPIDEY THWIPS out a WEB that girdles ROZ'S waist.

SPIDER-MAN Think Rosomorf, think where one can find Plutonium? Where could he find SL 270...?

EXT. LUXURY CONDO HIGH-RISE - NIGHT

ROZ is hanging in mid-air on the WEB.

ROZ shouts.

ROZ (shouting) There's only one place he can get the Plutonium SL 270...

SPIDER-MAN Where...?

ROZ Toxic... toxic dump... any toxic dump would have SL 270.

SPIDEY swings ROZ in an arc to the FIREMAN. He misses ROZ on the first pass. ROZ looks up at SPIDEY who stands in the doorway, manipulating the WEB.

The FIREMAN grabs ROZ. Then, with an awful SCREECH of steel, the CAR pulls loose from the COUPLING. With SPIDER-MAN inside it, the CAR plunges ten stories to the street below.

EXT. STREET - NIGHT

COPS, FIREMEN, PRESS, the works. The CROWD GASPS. CAMERA STROBES pop as the LAST CAR crashes to the SIDEWALK. We hold several beats on the incredible rubble.

Then, a WEBBED HAND. SPIDER-MAN groggily pulls himself from the wreckage.

COP (V.O.) Put your hands up, Spider-Man.

SPIDER-MAN You're making a big mistake.

COP And you're looking at twenty years.

SPIDER-MAN shoots a WAD of WEB GOO onto the COP'S GUN and leaps up onto the LUXURY CONDO... and swings up out of the frame. The COP aims and shoots. The BULLET makes a THWUMP noise. The WEB GOO stretches out about three feet and falls limp.

COP What the hell!

EXT. BACK OF BUILDING - NIGHT

SPIDER-MAN swings painfully, one handed and limp, at the end of a WEB STRAND. After falling ten stories, he is groggy and weak. He can't think. He can't focus. He can barely hold onto his WRIST GIZMOS. This bug is spent.

SPIDER-MAN Must go on... must find Ock... SL 270 Plutonium... must get that crazy old loony... before he gets to the Plutonium... toxic dump... where are the toxic dumps...?

He hangs there with two hands to catch his breath and thinks. He shoots a WEB up diagonally and swings across on it. This time he catches on and holds, but barely.

INT. AUNT MAY'S FAMILY ROOM - NIGHT

LIZ is standing. AUNT MAY is seated on the COUCH, she looks weak, pale and alone.

AUNT MAY You're as lovely as Peter said you were.

LIZ (embarrassed) Thank you. He really wanted so badly to come see you. He called me up out of the blue.

AUNT MAY (great concern) Tell me about Peter. What's he been up to? He seems so preoccupied.

LIZ Oh, you know Peter... he's all caught up in some kind of study he's doing. Things are really crazy at the university now. Things are crazy... everywhere. I guess Peter's just... well, you know... pulled into his shell.

AUNT MAY (reminiscing) When Peter was little, he loved to hide. In the closets. Under the sink. He always needed a secret place. But when I'd look for him, he'd always laugh... he wanted to be found.

LIZ Yeah... well. I don't think he wants me to find him... Well, I'd better be going. My friend Flash is picking me up.

AUNT MAY This Flash... he isn't your boyfriend, is he?

LIZ No... not really... I think you can guess why...

They smile knowingly at each other.

LIZ goes toward the DOOR.

AUNT MAY Elizabeth...?

She turns.

AUNT MAY Finders keepers, losers weepers.

LIZ What?

AUNT MAY That's what I used to say to Peter when I found him.

EXT. FIFTH AVENUE - NIGHT

SPIDER-MAN swings high above it. This is not the confident swinger with LIZ in his arms. This is a guy who's making it by the narrowest of margins. There is a traffic jam below.

SPIDER-MAN Got to find Ock... got to find the toxic dumps. (grabs his head) Oh! Oh! Oh... yeah!

He looks down at the traffic. We PAN across the many CARS until we come to a non-descript GREEN CAR.

INT. GREEN CAR - NIGHT

OCK is honking the HORN. Something lands on his ROOF. Then SPIDEY sticks his head, upside down, in the windshield.

SPIDER-MAN What's up, Ock?

OCK You!!!

A WALDO smashes through the WINDSHIELD but misses SPIDEY. OCK leaps from the CAR.

OCK (on the run) You're a doomed bug, Wall Crawler. I've no time to waste on you now.

EXT. STREET - NIGHT

OCK runs through HONKING TRAFFIC. SPIDER-MAN leaps from CAR to CAR.

OCK turns to see SPIDER-MAN leap to a LIMO at the curb. OCK turns tail and runs down an alley. A FEMALE COP pops out of a DOORWAY. Her partner, a BIG, YOUNG COP, pulls his GUN.

FEMALE COP (gun poised) Alright! Freeze! Up against the wall and spread 'em

OCK complies. He raises his hands... and spreads the WALDOS to full extension! The BIG COP screams and faints.

The little FEMALE COP'S eyes POP. OCK swats the GUN from her hand. He starts to choke her.

SPIDEY comes swinging to the rescue. He lands on the ROOF nearby.

SPIDER-MAN Hey, you big OCK, why don't you pick on someone your own size?!

OCK Alright Spider-Bug... here I've come for you...

OCK leaves the COP and attacks SPIDER-MAN, shooting his iron fist at him. OCK runs to the end of the alley. SPIDEY staggers to his feet and resumes the chase.

OCK breaks into a red Corvette convertible, starting it with a WALDO.

SPIDER-MAN comes out in time to see the Vette drive away. A CHINESE LAUNDRY TRUCK is passing. SPIDEY THWIPS it and is whipped away.

He crawls over to the WINDOW.

SPIDER-MAN Hey, driver. Could you follow that red Vette for me?

The surprised CHINAMAN lets loose a stream of CHINESE expletives, complete with appropriate suggestive gestures.

SPIDER-MAN crawls to the top of the TRUCK and surveys the situation. He sees a sea of moving traffic. He THWIPS up a WEB and swings away.

SPIDEY swings along from BUILDING to BUILDING. The RED VETTE is making headway. Suddenly, SPIDER-MAN spots a blue MG with its top up.

SPIDER-MAN (swinging) Flash Thompson... I never thought I'd be happy to see you.

EXT. BLUE MG - NIGHT

SPIDEY swoops down on the BLUE MG.

INT. BLUE MG - NIGHT

SPIDEY wedges down into the car, right between FLASH and LIZ. She WHOOPS. FLASH is thrilled.

SPIDER-MAN Sorry about that!

FLASH Spider-man! This is unbelievable...!

SPIDER-MAN Flash, I need your help.

FLASH You got it.

SPIDER-MAN You any good with this thing?

FLASH I'm the best.

SPIDER-MAN Okay... catch that Vette!

FLASH Roger, wilco, over and out.

He swerves. SPIDEY falls all over LIZ. They begin to careen through traffic, three peas in a very small pod.

EXT. WEST SIDE CAR CHASE MONTAGE - NIGHT

With SPIDEY jammed in between LIZ and FLASH, the MG chases the VETTE. Since neither OCK nor FLASH is any good at this, both cars quickly careen into POLES, FENCES, HOT DOG CARS and begin falling apart.

On RIVERSIDE DRIVE the MG begins to lurch and STEAM. The VETTE looks eaten away. The GEORGE WASHINGTON BRIDGE looms ahead.

The VETTE roars through the TOLL BOOTH. They spot OCK stuck in traffic.

FLASH Why is he going to New Jersey, and who is it in that shitty red car...

LIZ Don't you recognize him... it's Ock!

SPIDER-MAN New Jersey has the largest toxic waste dump in the world.

FLASH What does he want with toxic waste?

SPIDER-MAN He's looking for Plutonium, my dear...

The car has to slow down... it's in a traffic jam.

FLASH Sorry... can't do anything about this traffic.

SPIDER-MAN jumps out of the car.

SPIDER-MAN Try to stay with me. I don't want to lose him!

Speeding along the BRIDGE, OCK sees no one. But high above, SPIDEY swings from TOWER to TOWER after him. At the last TOWER, SPIDEY leaps down onto a BIG TRUCK. The VETTE weaves and SPIDEY crosses to another BIG TRUCK. For a moment he is caught between the TWO TRUCKS, but he makes it across.

The VETTE takes an exit. SPIDEY leaps to the next SIGN. He aims his WRIST GIZMO and waits for the next car to take the exit, but none does. Deflated, he drops to the ground. He looks up to see a sign on a CYCLONE FENCE. It says, "DUMP NUMBER 7 -- KEEP OUT -- RADIOACTIVE MATERIAL!"

SPIDER-MAN Bingo.

INT. TOXIC WASTE DUMP - NIGHT

The landscape has a nightmarish vision, weirdly lit by "safety lights." VATS and DRUMS ooze all kinds of bad stuff. A light is on in a dilapidated SHACK.

INT. THE SHACK - NIGHT

OCK is tossing away the CANISTERS until he comes to one marked, "HAZARD!! PLUTONIUM SL 270 HAZARD!!"

OCK Okey, dokey...

SPIDER-MAN Open that now, and you'll spoil Christmas.

SPIDEY'S peering in from a HOLE in the ROOF.

OCK Insect! I am going to squash you to death... Once I lay my Waldos on your skinny bones...

OCK hurls a DRUM at SPIDEY. It erupts in a sizzle of LIQUID and GAS. Then the SIX-ARMED FIEND runs for the door with his SL 270.

EXT. THE SHACK - NIGHT

OCK comes flying out and SPIDER-MAN grabs a WALDO.

SPIDEY does a back flip and whips OCK so hard the WALDO snaps off! OCK recoils it and reacts in horror.

With a roar, OCK attacks SPIDER-MAN. They battle as SUPER-ADVERSARIES. OCK gains the upper hand and tosses SPIDEY into a pile of RUSTING DRUMS. A GAS envelopes SPIDER-MAN and he begins coughing.

EXT. THE DUMP - NIGHT

OCK'S WALDOS are coiled around SPIDER-MAN'S neck as the WEB SLINGER is dragged through the dump. His WHITE EYES narrow and blink. There is a capped WELL behind a WARNING SIGN. OCK tears off the CAP and then hurls the groggy SPIDEY down the WELL.

OCK Goodbye, Spider-Man!

INT. THE WELL - NIGHT

SPIDEY falls. He cannot grab onto the slimy WALLS. At the bottom of the foul pit is a bubbling BLUE luminescent POOL. SPIDEY claws frantically at the WALLS.

SPIDER-MAN Noooooooooooooo!

He gets a hold and slides down to within a foot of the POOL. Its weird light shines up at him. He looks up at the starry sky.

SPIDER-MAN (to himself) Okay now, Spidey. Easy does it.

He shoots a WEB about halfway up the PIT. It hits the wall, sizzles, and drops back down.

SPIDER-MAN (to himself) Don't give up, Spidey. Don't give up.

The WEB GIZMO squirts out a pathetic patooey of WEB GOO. Then it hisses, empty!

SPIDER-MAN Empty... now what do I do?

OCK So you've avoided the nuclear pool, have you, Spider-Man?

SPIDER-MAN Well, so far so good. But I can't hold on much longer.

OCK Pity...!

SPIDER-MAN Oh, come on, Ock, be a good sport. Let's talk this over face to face... throw me a line...

SPIDEY reaches out.

OCK Okay... face to face... Catch this!

OCK, way up at the opening above, raises a huge DRUM above his head. The DRUM leaks toxic waste in ORANGE TENDRILS. He is about to drop it down on SPIDER-MAN...

FLASH Don't do it, Professor!

We now see FLASH and LIZ in the BLUE MG.

OCK (puts down the drum) I know you... and you, young lady. Both of you are in my physic class, aren't you...? Come... you can help me. I need to get some of these drums to my laboratory... help me... and I'll give you special grades. What'd you say?

Suddenly he catches FLASH with a WALDO and starts to choke him. LIZ screams and tries to help FLASH.

LIZ Leave him alone!!!

Another WALDO grabs her.

ROZ now appears on the scene.

ROZ Leave them alone Otto!

OCK But, they won't help me. Everybody is trying to destroy my experiment. And so are you, Rosomorf.

Another WALDO grabs ROZ by his arm.

ROZ Otto... I was wrong. I've gone over your research. It's brilliant, Otto. It's mad, but it's brilliant. You have much work left to do. I want to help you, Otto. For the sake of science, go and do your experiment. Leave... these kids alone and I'll help you.

OCK You will? You too?

Both FLASH and LIZ shake their heads okey dokey. OCK gestures to FLASH and LIZ.

OCK Help me with these drums, I need to get them to my laboratory immediately.

ROZ Do as he says.

OCK pushes FLASH and LIZ with his iron arm. Gripping LIZ be her hair, he shoves her into the CAR.

OCK Drive, Flash, before I flush your girl right down the toilet!

SPIDER-MAN Professor Rosomorf, it's no good, double dealing... why did you help him...?

ROSOMORF finds a rope and looks into the well.

ROZ Don't lose your energy screaming. Catch this rope and climb up, come on!

INT. ROZ'S CAR - NIGHT

They drive along the highway. SPIDEY is recovering, working his neck.

ROZ I've been through the Octavius data. He has enough power with his Plutonium. Especially if he gets his hands on Parker's data, there he has enough power to do what he wants to do. And we are not going to stop him in time before the Planetary Conjunction occurs tonight...

SPIDER-MAN Stop the car. I have an idea.

They're in the middle of RIVERSIDE DRIVE but a PHONE BOOTH is coming up on the right.

INSERT: ROZ'S foot stabs the BRAKE.

INT. ROZ'S CAR - NIGHT

SPIDEY gets out of the car. Then he pats himself where his pockets ought to be.

SPIDER-MAN Do you have a dime?

INT. PETER PARKER'S APARTMENT - NIGHT

HARRY is there, working on the COMPUTER, PHONE RINGS, HARRY picks up.

PETER Harry?!

HARRY Peter, where are you?

INT. PHONE BOOTH - NIGHT

SPIDER-MAN Listen, Harry. You must get my paper before Ock uses it...

INT. PETER PARKER'S APARTMENT - NIGHT

HARRY Your Planetary Conjunction data? It's too late... Ock's got your paper, it's in his computer already.

INSERT: The COMPUTER SCREEN displays a graphic of the SUN, EARTH, and MOON lining up with JUPITER and SATURN.

HARRY But don't worry... he can never use it without Plutonium.

SPIDER-MAN (V.O.) He's got the Plutonium, and he's on his way back to the lab! And he's got two prisoners with him... Liz and Flash!

HARRY Don't worry... he needs a huge amount of power... thousands of volts of electricity... to get to the Anti-Force.

SPIDER-MAN He can get to the power. Electrical power... to the max. Nuclear power... SL 270. And now, at the moment of full Planetary Conjunction. When all the planets line up with the sun... maximum gravitational power. The Conjunction is Ock's final power source.

HARRY Damn... the Conjunction is due at midnight! What are we going to do?

EXT. UNIVERSITY GROUNDS - NIGHT

The BLUE MG arrives and comes to a stop. OCK looks at his two prisoners in the back seat and smiles to himself...

Picks up one DRUM on each shoulder.

OCK Okey, dokey... have fun, young ones... for the last time.

OCK leaves. LIZ and FLASH are tied together in the back seat of the CAR.

LIZ (still ministering) What do we do now?

FLASH We kiss the world goodbye. If he is right, all there is left to do is...

LIZ Wait... I think I can release my right hand...

INT. PETER PARKER'S APARTMENT - NIGHT

HARRY How much time is left? Wait... I can find out... my God... 59 minutes!

INT. PHONE BOOTH - NIGHT

SPIDER-MAN The only way we can interfere with Ock's plan is to find a computer center... fast.

HARRY (V.O.) Our University has the biggest center in town.

SPIDER-MAN Yeah, but who's gonna work 'em?

EXT. UNIVERSITY GROUNDS - NIGHT

Professor OCK comes for some more drums. He sees that LIZ and FLASH have disappeared. OCK picks up TWO DRUMS.

HARRY seeing FLASH and LIZ come running to the school grounds.

HARRY I think I can get some help... I can teach anyone how to work a code in five minutes.

SPIDER-MAN (V.O.) Then do it!

INT. COMPUTER LAB - NIGHT

The LIGHTS are off, but the COMPUTERS are on. HARRY looks over LIZ'S shoulder as she cracks through a code. Her SCREEN reads out, "CONNECTICUT. TECH. Fully Op, Line Backlog, Security Max Level." The last line is FLASHING.

KIM Hey, this is easy.

They all run from COMPUTER to COMPUTER.

FLASH Hey, Harry I need help.

HARRY Coming!

HARRY types in KARNAKY LTD and gets the same response. He looks at his DIGITAL WRISTWATCH. "01:00:02" becomes "00:59:59" as we watch. Then a WARNING BUZZER!

KIM I got one! I got one!

LIZ Harry! Get over here!

HARRY hurries to KIM'S side and elbows her out of the CHAIR. The SCREEN is flashing "WARNING, Security Breach!" HARRY'S hands fly over the keys. The KIDS gather around. LINE DRAWINGS of the CYCLOTRON (progressing from large to small detail) appear one after the other. Finally, a PIPE. There is a CIRCLE around a JOINT. And the legend "H20".

HARRY A goddamn water leak...

FLASH Hey, look at this. Empire State University. This is our cyclotron, right?

HARRY (serious) What does it say?

FLASH (hits two keys) It says "no information on net."

HARRY Damn... we can't do it...

KIM You mean... we can't stop loony Ock...

HARRY I mean the world is in danger...

FLASH We must find Peter, he knows these computers better than all of us.

HARRY Yes, but where the hell is he?

LIZ (mysteriously) I bet he is with Spider-Man...

Suddenly the lights dim. A heavy noise. An earth quake.

EXT. OUTER SPACE - PERPETUAL DARK

The EARTH is moving into line with the other PLANETS of the CONJUNCTION.

EXT. SCIENCE CENTER - NIGHT

HARRY and FLASH and LIZ and KIM, (the EARTH is SHAKING) come out running from the building beneath an enormous HANGING MOON. They are frightened.

Suddenly it all stops. It's quiet, the kids look at the sky.

LIZ Look at the moon... I have never seen it so big.

FLASH What is that...

HARRY Must be the sun.

We now see the sky. With the sun on one side, and the moon on the other. They watch it, shocked, frightened out of their wits.

EXT. END OF THE WORLD MONTAGE - NIGHT

Suddenly from OCK'S basement lab a BLUE BEAM of LIGHT breaks through. A WHINE starts, it moves magically out of the WINDOW and PANS around a sleepy NEW YORK which doesn't know that the end is upon it. The dreaded WHINE builds throughout! People stop in their tracks, look up to the strange looking skyline. Camera comes down to a street where ROZ is DRIVING SPIDER-MAN fast toward the UNIVERSITY.

INT. ROZ'S CAR - NIGHT

ROZ looks out over the skyline of NEW YORK. Lighted buildings FLARE UP and then GO DARK. The LIGHTED SPIRE of the Empire State Building FLARES UP and EXPLODES.

SPIDER-MAN It's started. Step on it Professor, or we'll never make it.

They look across the campus and a strange LIGHT is coming out of the SCIENCE CENTER.

ROZ Our campus... right there... see those beams from Ock's lab. We're late... it's coming... the Conjunction will happen in a few seconds.

SPIDER-MAN massages his arm.

SPIDER-MAN Stop the car...! Come with me.

ROZ Where...? What...?

SPIDER-MAN SHOOTS out a WEB and flies toward the SCHOOL BUILDING taking ROZ with him.

INT. EXPERIMENTAL CHAMBER - NIGHT

It is a patchwork of make-shift repairs. OCK looks in through a WINDOW that's been melted out. He is lost in a mad rapture.

INT. CONTROL ROOM - NIGHT

RED POWER THROTTLE is at 95% POWER!

SPIDER-MAN and ROZ enter, shielding their eyes from the GLARE. The COUNTDOWN CLOCK reads, "00:08:18".

OCK (looking back, madly) Aha! You never included the Conjunction in your calculations, did you?! Rosomorf!

ROZ Damn the calculations! My God, Otto, you have to hear me! The world we know will collapse! Everything we have devoted our lives to... all the patterns, all the harmonies... everything will be destroyed.

OCK A new world waits! Rosomorf! It is my destiny!!!

ROZ It is cosmic suicide! You have no right!

ROZ flings himself through the MELTED WINDOW into the EXPERIMENTAL CHAMBER. He grabs for the "BULLET" but the WALDOS grab him and throw him back. ROZ staggers backward... into the arms of SPIDER-MAN.

ROZ You have to stop him... Spider-Man you have to stop him.

SPIDER-MAN I'm afraid we're too late.

SPIDER-MAN attacks OCK, trying to push him away from the THROTTLE. OCK pushes SPIDER-MAN away from him so strongly that SPIDER-MAN is knocked down. OCK nudges the POWER THROTTLE forward and the WHINE increases to an ear shattering pitch. The COUNTDOWN CLOCK reads, "00:06:48". We are at 96% POWER!

EXT. THE SCIENCE CENTER - NIGHT

We PAN down from the MOON to a STREET full of SIRENS and SHADOWY FIGURES running in the night. LIZ and KIM and HARRY come nearer. A very WEIRD light is emanating from the CENTER.

LIZ He's in there. I know Peter is in there.

She breaks into a run.

FLASH Liz, don't... Liz come back... come back!

LIZ runs inside. They run after her. A BOLT OF ELECTRICITY flashes across the doorway, stopping them.

INT. THE CONTROL ROOM - NIGHT

The PLANETS are playing on the COMPUTER SCREEN. Things in the room begin to rise, weightless. The ENERGY STORM is brewing!

OCK Okey, dokey!! My energy storm has started. My Anti-Force is on! History is being made... Spider-Man, Rosomorf cheer up friends... we're on our way to the unknown cosmos... we three are about to visit heaven... real Gods heaven.

ROZ (sees the sky through the window) Spider-Man! The Conjunction! It's happening!

EXT. THE SKY - STRANGE COLORS - NIGHT

The CONJUNCTION is now happening.

INSERT: Surreal DIALS spin madly.

INT. SCIENCE CENTER - NIGHT

LIZ runs into a HALLWAY gone berserk. Stuff is flying everywhere. TILES pull from the WALLS and crash to the ceiling.

LIZ Peter! Peter, where are you?!

INT. CONTROL ROOM - NIGHT

OCK throws the RED POWER THROTTLE to 97% POWER. Cacophony! The "BULLET" begins to PULSE and THROB! The DIALS spin! The COUNTDOWN CLOCK reads, "00:05:58".

EXT. SCIENCE CENTER - NIGHT

The FULL MOON hangs over the building. FLASH and HARRY and KIM stand at the entrance to the CENTER.

FLASH starts to run to the building.

FLASH (screaming) Liz! Liz come on out!

They run forward but as they reach the FRONT STEPS the building lurches upward. The bottom step becomes a wall of STONE and DIRT, six feet high.

HARRY Get back! Flash... get back!

FLASH Wow...!

Then the building lurches upward again! This time it pulls FREE from the ground. The KIDS take cover as WATER LINES BURST and ELECTRICAL WIRES SPARK.

INT. SCIENCE CENTER HALLWAY - NIGHT

LIZ opens a door.

LIZ Peter!

The building lurches throwing her back across the HALL where she crashes through another door.

INT. CHEMISTRY LAB - NIGHT

All manner of stuff is flying around. LIZ comes sliding across the floor. She crashes into a CABINET. GLASSWARE starts to fall on her, but crashes into the CEILING instead. She is dragged up the WALL. She kicks and screams against the Anti-Force.

EXT. SCIENCE CENTER - NIGHT

FLASH, KIM and HARRY look on as heavy ELECTRICAL CABLES stretch upward to the rising CENTER and then snap in showers of sparks. As they fall away the CENTER becomes airborne. The CABLES wave up at it, shooting arcs of ELECTRICITY directly at the building.

INT. CHEMISTRY LAB - NIGHT

LIZ slides down the WALL. She grabs at the WINDOW and looks out. The rest of the university recedes beneath her, now a hundred feet below. And they're still rising! FLASH and HARRY look up.

FLASH Oh my God... Liz is inside there!

HARRY And Professor Rosomorf and crazy Ock.

FLASH What about Peter? Is he there with them?

HARRY No, but I bet Spider-Man is.

EXT. STREET IN FRONT OF UNIVERSITY - NIGHT

People look up at the SCIENCE CENTER. A CYCLIST, riding and looking, crashes into a TAXI. MAX REISS leaps out with the BEAUTIFUL STARLET from the TAXI.

MAX That's some show... if ever I saw one.

INT. JAMESON'S OFFICE - NIGHT

He's looking out his window seeing the University's Lab Building flying by. Up and up toward the sky.

JAMESON (shouting) Tear out the front page! Change the headline... The biggest news is happening right now... we need photos... a camera... get me a camera...!

EXT. SKY - NIGHT

A very long shot of the SCIENCE CENTER rising into the CLOUDS.

INT. AUNT MAY'S BEDROOM - NIGHT

She pulls aside a CURTAIN and watches the SCIENCE CENTER rise.

INT. CONTROL ROOM - NIGHT

OCK works the COMPUTER as the CONSOLE sends up SHOWERS of SPARKS. He glances at the "BULLET" which now PULSES.

The COUNTDOWN CLOCK at "00:04:18".

ROZ Where is it going Otto?

OCK Other worlds, Roz, other times, other dimensions, who knows? Who cares?

ROZ Then... why?

OCK Truth, Rosomorf. Look at it! The new truth! The new way!

SPIDER-MAN Don't listen to him Professor Roz.

OCK No, you don't listen to that clown, he can't save you, or the world for that matter.

A WALDO reaches in and rips ROZ off SPIDEY, flinging him back against a WALL. ROZ lands in a heap beneath a FIRE STATION (HOSE, EXTINGUISHER, AXE).

We see the WALDO reach out for SPIDER-MAN. It wraps around his FOOT and begins to tug, slowly...

OCK Once and for all, Spider-Man... once and for all we'll end the legend of your powers.

OCK knocks SPIDER-MAN with a real BIG BLOW with his WALDO. OCK is slowly dragging SPIDER-MAN to a HUGE HOLE that's been ripped in the floor by the BEAMS of ELECTRICITY.

We see New York a half a mile down through the hole. We see SPIDEY being drawn across the HOLE. Then ROZ comes flying in with the FIRE AXE.

ROZ hacks away at the WALDO and chops it off! The stump withdraws. OCK examines it in pain and fury!

OCK (ultimate betrayal) You!! You were my teacher!!!

ROZ doesn't even look back. He and SPIDEY are at the edge of the HOLE and he's shaking SPIDEY furiously.

OCK sends out his other WALDO and begins banging it on the floor in a frenzy on either side of ROZ and SPIDEY. Like a child denied, he smashes his steel fists against the floor again and again.

OCK You were my teacher! And you want to destroy my experiment. You are a scientist for heaven sake... don't you want to know what's up there?

ROZ Yes, but not on account of our world. We have only one world... only one life.

The floor begins to craze and then crack like ice around a hole on a pond. BANG! BANG! SPIDEY comes to just as the section of floor beneath himself and ROZ gives way and falls through.

SPIDEY grabs hold of the edge and dangles. He looks down and sees ROZ falling away beneath him, disappearing into the dark.

ROZ (calling back from the dark skies) Spider-Man! Only you can save us now...

SPIDER-MAN Roz!!! (turns to Ock) Murderer!!!

OCK Forget that old fool, insect. My Spider-Man... Come join me on my fantastic voyage to the 7th heaven.

EXT. OUTER SPACE - PERPETUAL DARK

The PLANETS are virtually in line!

INT. SCIENCE CENTER HALLWAY - NIGHT

LIZ comes running through it. A BOLT OF ELECTRICITY shoots from the right to the left in front of her. She slams on the brakes and runs the other way.

LIZ Peter! Peter!

INT. CONTROL ROOM - NIGHT

The COUNTDOWN CLOCK is at, "00:02:59". OCK throws the POWER THROTTLE to 98% POWER. He laughs and a WEB splats against his GLASSES. SPIDEY scrambles to his feet. OCK, still trying to get the WEB GOO off his GLASSES, is slammed into the CONSOLE by SPIDER-MAN. SPARKS fly and WALDOS flail blindly, smashing things. OCK tears off his GLASSES and squints through the FIRE and SMOKE and GLARE.

SPIDER-MAN THWIPS the ceiling and swings into a drop kick! OCK recovers. He grabs SPIDEY and slam dunks him through the hole in the floor.

EXT. THE BOTTOM OF THE BUILDING - NIGHT

SPIDER-MAN falls through the air. He shoots up a WEB and THWIPS, it sticks to the ROCKY bottom of the FOUNDATION.

OCK appears in the HOLE. He sees SPIDEY'S dilemma, hanging on a thread of WEB. A half-broken WALDO snakes down and CLIPS the WEB.

But the WEB sticks to the WALDO! OCK shakes it, but he can't get loose. SPIDER-MAN shoots out another WEB at the ROCK BOTTOM and, with the leverage, he pulls OCK out.

OCK swings down in a wide arc and his WALDOS catch on the ROCK upside down. He holds on fiercely.

OCK scrambles out to the side of the CENTER and begins looking for an entry. SPIDER-MAN is right on his tail. The building pitches sideways! OCK turns to face SPIDER- MAN, his broken WALDOS out for BATTLE.

SPIDEY grabs an EXPOSED PIPE and breaks it off, brandishing it like a broad sword.

SPIDER-MAN Let's have it, old boy!

A bizarre DUEL takes place. The CENTER pitches this way and that. SPIDEY and OCK move from foothold to foothold, from WINDOW to LEDGE to PARAPET.

Now the CENTER pitches to a 45 degree angle. They DUEL upside down! A WINDOW GRATE crashes open and LIZ comes flying out, holding onto the GRATE for dear life!

SPIDER-MAN Liz!!

OCK seizes the opportunity to whack SPIDEY across the head. SPIDEY loses his footing but the building now lurches back and LIZ goes flying back inside. SPIDEY ducks inside too and pulls the GRATE.

SPIDER-MAN uses his great strength to move a HUGE PIECE of SCIENTIFIC MACHINERY in front of the GRATE.

SPIDER-MAN Come on.

LIZ Where's Peter? He must be here somewhere.

SPIDER-MAN (pulling her ahead) He's around, don't worry... we'll find him.

INT. CONTROL ROOM - NIGHT

The COUNTDOWN CLOCK is at, "00:01:00" as SPIDEY comes flying in with LIZ in tow.

LIZ This building is flying. I'm in a goddamn flying building...

SPIDER-MAN I think we have to pull some of these cables. Try those over there. I'll work on these. We gotta slow this thing down somehow. We got helicopters coming.

LIZ looks at some WIRING, apprehensive about even touching it.

SPIDER-MAN Pull!

She yanks out a CABLE. The building pitches. But when SPIDEY pulls one out, it rights itself.

EXT. SCIENCE CENTER - NIGHT

The BIG BEAMS start cutting out one by one. The CENTER begins to PITCH and YAW. The CHOPPERS are getting closer.

INT. CONTROL ROOM - NIGHT

The COUNTDOWN CLOCK reads, "00:00:15" as SPIDEY and LIZ continue to pull WIRES and CABLES. TWO WALDOS erupt through the floor and grab SPIDEY. They pull SPIDEY to the floor. Entangled in these molybdimum pythons, SPIDEY struggles valiantly. LIZ leaps to his aid.

LIZ Oh my God...

A third WALDO, a broken one, snakes up from the HOLE and begins feeling blindly around on the CONSOLE for the POWER THROTTLE.

SPIDER-MAN The power!

LIZ sees the damaged WALDOS heading for the RED THROTTLE. The COUNTDOWN CLOCK is at "00:00:10". LIZ leaps and tries to wrestle it away. It whips in her arms and she holds on tight. It bangs her against the wall and then the CONSOLE. She holds on. "00:00:03". The WALDO crashes LIZ against the wall which erupts in SPARKS. She lets go of it. It heads for the POWER THROTTLE! "00:00:01!"

SPIDER-MAN can't break the grip of the WALDOS, but he can pull with super-human strength. He yanks OCK up through the STONE floor. OCK hits the ceiling of the CONTROL ROOM. ONE WALDO grabs on. The other one throws the RED POWER THROTTLE!

OCK Spider-Man. You're end is coming. Life in its present form is ending... new dimensions, new horizons...

The UNIVERSAL BULLET begins to GLOW. The GLOW sharpens to a POINT of LIGHT. SPIDER-MAN holds on tight against a rushing ENERGY FLOW that's pulling everything in the room towards the POINT of LIGHT.

LIZ (bracing against the storm) What is happening?

SPIDER-MAN (similarly braced) I don't know!!!

LIZ starts to slip away into the flow. She struggles against it.

LIZ I can't... hold on!

SPIDEY THWIPS her and she grabs onto the WEB.

SPIDER-MAN Hold tight, Liz, hold tight!

OCK drops calmly, beatifically, to the floor of the room. He moves slowly, under his own power, into the LIGHT.

OCK (spaced out) You cut my power... there's too little power... It's so tiny... so tiny... there's only space... for me. But I've done it, Spider-Man. I have broken through... I've broken through!

LIZ Don't do it, Dr. Octavius!

OCK Okey... dokey... Now that's what I call an experiment!!!

As he nears the LIGHT he actually becomes a part of it. He radiates LIGHT. He shimmers and shines. He fills the room with BLINDING LIGHT.

SPIDEY and LIZ shield their eyes, and as the light diminishes, the storm subsides. They're safe. Except for the fact that they're in a floating building, 10,000 feet above the city!

EXT. SCIENCE CENTER - NIGHT

Against the backdrop of the MOON, a SQUADRON of HELICOPTERS approaches the CENTER. From their POV, a HUGE CRACK opens across the face of the building. The CENTER begins to drop in PULSING SURGES.

INT. CONTROL ROOM - NIGHT

SPIDER-MAN is at the CONSOLE pulling and putting back WIRES. LIZ, fascinated, looks in at the WINDOW where OCK disappeared.

SPIDER-MAN I can't control her. She's dropping too fast! Alright... let's go!

LIZ But what about Peter? We've got to find Peter!

SPIDER-MAN Peter will be okay, I promise you... Let's go before it's too late. (he grabs her)

LIZ Go where?

EXT. THE CENTER - NIGHT

It rotates and drops. The HELICOPTERS come in like the cavalry.

INT. CONTROL ROOM - NIGHT

Trying to leave it, LIZ and SPIDEY are confronted with a nightmare. The room is tilted at a 45% angle. PIPES are bursting. SPIDEY helps LIZ through the obstacles. Debris rains down. They come face to face with a diagonal maze of PIPES.

SPIDER-MAN Maybe there's another way...

A HUGE CRACK opens above them.

LIZ It's breaking apart!

SPIDER-MAN Alright, keep moving, a step at a time!

They scale the maze, but as they emerge on the other side, half the floor falls away! Central Park awaits, 8,000 feet below.

LIZ We have to go back.

SPIDER-MAN We can't go back.

He looks across at the door. It is midway up a diagonal wall. He shoots a WEB up at the ceiling between themselves and the door. Then he extends a hand to LIZ.

LIZ Forget it...

SPIDER-MAN Okay, have it your way.

He swings across and lands on the LEDGE of the DOOR. Then he swings the WEB back to her like a trapeze.

LIZ catches the WEB and looks across at SPIDER-MAN, furious.

LIZ (shouting across) What am I supposed to do with this!

SPIDER-MAN (shouting back) Go ahead. It's easier than it looks! We've got to try the fire escape.

LIZ swings across like TARZAN and SPIDEY gathers her in on the LEDGE. She does a comic "phew" and the LEDGE buckles beneath them but holds. SPIDER-MAN tries to open the door, but it's stuck.

LIZ The door is stuck.

SPIDER-MAN bends his back to the task. It take all his strength, but with a comic AAAAARGGHH! He bends the DOOR open.

EXT. FIRE DOOR - NIGHT

They burst out onto the ROCK FOUNDATION of the building. New York is rushing up to meet them. The WIND created by their fall buffets them. The HELICOPTERS arrive, and the falling building plunges right past them. The HELICOPTERS look across at each other, helpless.

EXT. THE CENTER - NIGHT

It drops like a stone.

EXT. FIRE DOOR - NIGHT

SPIDEY and LIZ are falling away from the DOOR, sliding along the ROCK. LIZ is stopped by a RETAINING WALL. SPIDEY keeps sliding. He THWIPS the wall and then disappears over the edge. LIZ screams!

LIZ fights to her feet and grabs onto the WEB STAND. She pulls on it with all her strength. She pulls and pulls and pulls. We see the WEB running up between the ROCKS. She gives one last pull and comes up with an EMPTY WEB END.

A long, long beat.

PETER (V.O.) Liz, Up here!

LIZ looks up and sees PETER hanging out the WINDOW two stories above her. He throws out a ROPE LADDER. LIZ grabs it. She begins to climb.

INT. CLASSROOM - NIGHT

PETER pulls LIZ through the WINDOW. There is no time for an embrace.

PETER Come on. I've found a way down.

LIZ (at long last, love) I knew you were going to say that.

They run out of the ROOM. We PAN down and see, crumpled beneath the WINDOW, the SPIDER-MAN suit.

INT. LARGE PHYSICS LAB - NIGHT

This is the LAB we saw in the opening sequence. PETER has turned on the lights. He's got a handful of ROPE.

LIZ Where's the way out?

PETER Right there!

We are looking at the HUGE AMERICAN FLAG.

PETER Come on, help me with this.

EXT. THE FOUNDATION - NIGHT

LIZ is already down the ROPE LADDER and is holding it for PETER. He comes down with a HUGE bundle of RED, WHITE & BLUE.

PETER Okay, stand still.

He ties some ROPE around her waist.

LIZ Is this going to work?

PETER How do I know?

LIZ I just adore confidence in a man.

PETER Come on...

They move to the edge of the ROCK and look down. CENTRAL PARK is still a couple thousand feet down.

LIZ What is it you say when you jump?

PETER Your prayers.

They SCREAM as the building lurches again, knocking them to the ground. They start to slide across the ROCK. They reach out for each other but their hands don't quite reach.

Slowly, they inch back together, but the FOUNDATION cracks between them.

EXT. THE CENTER - NIGHT

It spins and falls beneath us. Down, down it goes. And then it crashes into the GREAT LAWN. A huge cloud of debris shoots upward.

EXT. THE SKY - NIGHT

There is a beautiful FULL MOON. PETER and LIZ float down into the frame lit by its wonderful light.

The AMERICAN FLAG which has turned into a huge parachute. They hold each other tight. They can hear SIRENS below. They begin to laugh with relief. Then they stop. The wind billows LIZ'S skirt and plays with PETER'S hair, and snaps in the AMERICAN FLAG.

LIZ We have a lot to thank your friend Spider-Man for.

PETER Somehow, I don't think we've seen the last of him.

LIZ Peter...! Finders, keepers...

PETER What...? What is it? Why do you look like that?

LIZ I think I'm in love.

PETER (even his eyes blush) You are...

LIZ With your friend...

PETER Spider-Man? You're in love with Spider-Man?

LIZ I am... you think we'll see him again?

PETER We might... you never know.

He kisses her.

LIZ Oh. (bittersweet) This may be the end of a beautiful friendship you know?

PETER Nah.

They land in the center of the park under the parachute. They stay there and kiss... completely covered by the flag. Camera pulls up to show the building floating away.

<<<

-/ Spiderman.
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