The Spiderman Scriptment Part One

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THE SPIDER-MAN SCRIPTMENT

BY JAMES CAMERON

FADE IN:

A geometrical pattern fills the screen. Silver threads in moonlight. Part of a spider's intricate web. It moves slightly and we see behind it... the glint of an eye. 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 background. 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 whacko?

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 headline reads: THE SPIDER MAN - HERO OR VIGILANTE?

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 Newsweek. The owner rushes out the door... looks on top of his kiosk. There's nothing there. He looks up, all around... nothing. He grins and holds his fist in the air.

OWNER ALRIIIIIGHT!

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.

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

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 kid.

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

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 schoolmates.

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 superiority. 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 partner.

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 scholarship. 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- consciousness.

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, fine.

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 wrists...

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 face.

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 activities.

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 street.

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 down.

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- making. Screwing up. Getting more accurate. Then gunslinger moves, shooting the stuff around. Nailing a pop can in mid-air.

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 stalked. 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 him.

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. Naw. He gets another piece and writes Spider Man. Naw. 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 vibration.

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.

STRAND 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...

TEN YEARS AGO, NEW MEXICO DESERT:

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.

STRAND I must say, my dear. You look very usable tonight.

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 her.

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.

STRAND I want you. Not rubber.

CORDELIA No, Carl--

STRAND Yes!

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.

STRAND Shit.

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

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 vibrations. 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.

CORDELIA 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.

BEN 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'rehaving 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.

WOMAN Leave my husband alone!!

Continue to Part Two