An Amazing Spider-man

[Dale]

An Amazing Spider-man

Director
Blacksuitcrimeboss

Genre
Action

Cast
Parker/Spider-man - Micheal Cera

Eddie Brock/Venom/Dagglen - Vince Vaughn

Harry Osbourne - Paul Dano

Mary Jane - Mary Winstead

John Jameson - John Myers

Jonah Jameson - JK Simmons

Aunt May - Rosemary Harris

Cletus Kasady/Carnage - Jim Carrey

Gwen Stacy - Amber Heard


Plot
After finding a mysterious black substance, Peter parker must face his inner demons and his most dangerous nemesis yet.

Release Date
October 2nd, 2008

MPAA Rating
Rated R.

[Dale]

FADE IN an abandoned house.

The house is rotten and torn down. Almost nothing can be seen because of the lack of lightning. In the middle of the floor, a man is crawling back, stumbling, trying to get away from something. Then, a black "thing" jumps on top of him, and starts beating him. The thing punches the man over and over again.

MAN

Wait....no.

MAN

No..stop! Please...

the beating continues

man

No no, your..your not him...

The thing keeps beating him senselessly

MAN

Your not the spid.....

Fade to black. We then see the words "Some Time Before", and we.....

cut to:

A shuttle in out space, a black substance is see floating toward the craft, moving like a liquid, breaking apart, and then rejoining itself as it is floating.

cut to:

A woman on a TV screen, with a picture of an Astronaut in the upper corner, under the woman are the words "John Jameson leads successful shuttle mission to space" A man sits next to her

woman

We have hear one of the scientist from the recent space mission. Tell us about the experience.

MAN

A very good one! Amazingly, we were able to find a very small, parasitic like substance.

WOMAN

Really? This sounds like a terrific find, what exactly is this thing?

MAN

We aren't completely sure, but we discovered it in the ship station, a very small amount. When introduced to atoms, it causes them to go completely haywire! If attatched to Dna, who knows! It could very well be what we call a symbiote, but unfortunately we no longer have any remnants of it.

woman

You spoke about DNA, what effect would this have if attached to a human?

MAN

(smiling)

Ha, well, I feel bad for the one who will have to put up with that!

cut to:

ext. nyc skyline - day

Spider-man is seen flying through the skyline of NYC, he swings on a building and shoots himself off letting go of the web, spreading his arms up like in free fall, and then starts slightly gliding with the help of the web wings under his armpits.

As he is swinging throughout the city, he is seen by the black substance, which is seaping through a crack in a wall outside of a building. As he flies by, the substance tries to lunge at him, though failing.

cut to:

ext. outside peter's house - night

Peter is walking toward his house, now in regular clothes, he shoves his mask into his coat pocket. The black substance can be seen going into a drainage nearby.

int. peters house

Aunt May is sitting on a chair, she is reading a book while Peter walks in. When she looks up, she gives him a stern look.

AUNT MAY

Why Peter Parker. How nice of you to have payed a visit.

PETER

Come on Aunt May, its only 9.

AUNT MAY

I know that, Ive been staring at the clock.

PETER

I'm old enough.

(beat)

You don't have to worry about me.

AUNT MAY

Its not that peter.

PETER

Plus, spider-man is out there.

AUNT MAY

Peter it's not that. I know how old you are.

PETER

And I do have a Job.

AUNT MAY

I've heard of no freelance photographers who work for 6 hours a day. I wonder how you get your school studies done.

PETER

Still in the top of my class.

AUNT MAY

Well lets keep it that way. Spider-man knows how to be responsible. You take his pictures, maybe you could learn something.

PETER

Maybe aunt may

Peter laughs as he walks up the stairs.

PETER

Maybe.

cut to:

int. shower

Peter is in the shower, his head can be seen above the glass door. As he is washing his face, a drop of black liquid falls onto his face, He quickly wipes it off onto his hand. He looks at it, and then at the nozzle.

PETER

(shaking his head)

New York water.

Peter continues to wash himself, and then looks again. The black substance is starting to cover his entire hand, and then starts to go up his arm. He freaks out and tries to rip it off.

PETER

What the hell!

More black substance starts coming out from the nozzle and covers more of Peter's body. Peter gets even more freaked out as he struggles to tear it from his body.

cut to:

Aunt May is downstairs, she hears a ruckus coming from above and shouts from the bottom of the stairs.

AUNT MAY

Peter?

cut to:

Peter is still struggling with the substance, which has now covered up to his chest.

PETER

No! Stop!

Peter continues to flail from one end of the wall to the other, bieng overpowered by the black substance. He screams in terror.

cut to black

The Words "An Amazing Spider-man" Appear on the screen.

cut to:

int. peters room.

Peter is standing in his room, he looks at himself through a large mirror.

PETER

What is this?

Suddenly in a quick flash the substance covers his body, turning him into a black colored spider-man.

PETER

Whatever I want....

He changes back into Peter, and then changes his clothing.

PETER

It knows..

He then changes into another person, looking at the mirror.

PETER

It knows exactly...

He then changes back into black suit spider-man, and notices a white patch over his wrist veins. He extends his arm and shoots out web. He then looks at a table with web shooters on it.

PETER

Well it seems I won't need those now.

He hears a knock on the door and quickly changes back into Peter.

AUNT MAY

Peter, I heard some ruckus while you were in the shower, is everything fine?

PETER

I know Aunt May, there was a spider in the shower.

AUNT MAY

Did you get rid of it?

PETER

Yep, down the water came and washed the spider out.

int. cab car - day

A man gets out of a Cab Car on the streets of NY. He walks onto the sidewalk and looks up at an apartment building.

cut to:

INT. Apartment building.

The Man walks through the door into an apartment. The Apartment's wooden floors squeak as he walks over them. The room looks like it hasn't been used in many years, everything bieng covered in dust. The Man sets his bags down and walks over to a telephone, dialing.

the man

Hey honey.

(a beat)

Yeah, yeah, I just got here.

(a beat)

Its not bad, its not bad. Not someplace I would want you to be right now.

(a beat)

Listen you just stay in San Fransisco for a little while until I make some more cash and get a nicer place.

(a beat)

I don't know how long, I promise it won't be very.

The Man stops and listens for a few moments.

THE man(cont.)

No no, honey I told you, you have to take those pills. The doctor prescribed them for a reason, they can only help. Okay? They are just gonna help you.


int. sCHOOL BUILDING - DAY.

A bunch of kids are walking around the hallways of a High School. Peter Parker is seen walking, and then Harry Osbourn appears, behind him, tapping him on the shoulder.

harry

Hey Pete.

Peter looks around at Harry.

HARRY(cont.)

Where did you get those clothes? Thats the kind that makes my rich ass jealous.

PETER

These, well they were uh. They were just a recent purchase. Whats up?

HARRY

Whats this I hear about miss Gwen Stacy?

PETER

I don't know, what do you hear?

HARRY

I hear you guys have been spending good time together the last couple weeks.

PETER

So?

HARRY

Don't bother to tell me?

PETER

Do I have to announce everything I do to you? I like some privacy. Besides, just dating, unofficial.

HARRY

Is it official now?

PETER

I guess you could say that.

HARRY

If you would have told me 2 years ago that you would be dating Gwen Stacy, I would have gave you 300 bucks for the laugh.

PETER

Ha ha.

Suddenly, Mary Jane Watson walks by, and Peter glances at her.

HARRY

But I see the red head hasn't left the mind.

PETER

(shrugging)

I guess not.

HARRY

Doesn't matter, she's dating your boss' son, the astronaut.

PETER

Isn't he 5 years older than she is?

HARRY

Seven

Fade out.

int. jonah jameson office.

Jonah Jameson is in his office when Peter Parker walks in.

JONAH

Oh its the kid again.

PETER

Mr. Jameson I have the photos -

JONAH

Hold on. Robby!

Robby walks in.

ROBBY

Yes Jonah?

JONAH

Did that exchanged journalist arrive yet?

ROBBY

You mean the transfer?

JONAH

Yeah, yeah, thats it.

PETER

I could leave if..

JONAH

No, stay there Parker.

ROBBY

Jonah the transfer has been sitting outside the office for an hour waiting.

JONAH

Well send him in then!

ROBBY

Will do. Hello Peter.

PETER

Hey Robby.

Robby walks out, and a man walks in, the same man from the apartment.

JONAH

So you are....

Jonah looks at a piece of paper on his desk.

JONAH

Brock Edward. Well Mr. Edward welco-

eddie

It's uh, Eddie Brock.


JONAH

Right right, Eddie Brock, transfer from San Fransisco, 38 years old..

EDDIE

Thats right.

JONAH

So Mr. Brock, what brings you to NY, the bugle?

EDDIE

Just looking for a good pay.

JONAH

Well remember I'm not santa clause, you get what you earn.

EDDIE

I've heard.

Eddie looks over at Peter.

EDDIE

whose this?

JONAH

Oh, Parker, I forgot you were here. Parker is one of our freelance photographers.

PETER

Mr. Jameson here are some shots.

Peter gives Jameson some shots of spider-man.

EDDIE

How did you get those?

JONAH

(to eddie)

Parker has made some kind of deal with the devil. I really don't care how he gets the shots.

(to peter)

I'll give you 100 bucks for each.

PETER

What about 200?

JONAH

What is this an auction?

PETER

But These are the best pictures out there.

JONAH

Unfortunately for you Parker, For once Spider-man is not the front page today.

Jonah holds up the front page.

EDDIE

10 people viciously murdered. Where was the spider on that one?

JONAH

He was probably the one who did it!

Peter takes it from Jonah and looks at it.

PETER(to himself)

10 people? Thats impossible I...I would have been there.


Peter gives Jonah back the paper.

PETER

I don't care whats front page, please, I could really use 200.

JONAH

No.

PETER

(getting angry)

I need the money, and you need the pictures. Now, give me 200 or I'll take it elsewhere, like the New Yorker.

EDDIE

Hey kid settle down a little.

PETER

You just...stay there.

EDDIE

(angry)

What was that?

JONAH

Brock Edward, I'll handle this, wait outside.

Eddie Brock walks out of the office. Jonah wipes sweat off of his forehead.

JONAH

PHEW! Parker, did you see the size of that guy? You gotta watch that new fuse you got, especially with those scrawny things you call arms. Here, 200 for each, just stay away from the New Yorker.

int. classroom

Mr. Connors is in the front of the class teaching.

connors

Now contrary to popular belief Newton didn't have an apple bump on his head and then "Pow" he writes down his entire scientific theory. Thats a good fairy tale but it doesn't work like that, physics are..

Connors quickly glances to one side of the room.

cut to:

Peter and Gwen are talking to each other, completely ignoring Mr. Connors.

cut to:

mr. connors

Physics are more complicated than an apple bump to the head. But eventually he did write down his -

He glances at Peter and Gwen Again.

cut to:

Peter and Gwen are still talking and ignoring Mr. Connors.

MR. CONNORS

Peter, Gwen, stop talking.

gwen

Sorry mr. Connors.

MR. CONNORS

(to the class)

Eventually he wrote down his theory.

Peter begins to talk to Gwen Again, and Connors notices.

MR. CONNORS

(to peter)

Peter, would you like to teach?

PETER

Uh, no Mr. Connors.

MR. CONNORS

Well then would you let me teach?

PETER

Go right ahead.

MR. CONNORS

Listen Peter, you may be the top of your class, but it doesn't excuse you from participating in here.

PETER

I was trying to listen.

MR. CONNORS

Your trying to lie. Remember, I take time out of my studies at the University to teach at this highschool. Now, will we have anymore problems?

PETER

No Mr. Connors.

cut to:

INT. MR. CONNORS OFFICE.

Mr. Connors is in his office with Aunt May.

MR. CONNORS

Ive never seen Peter act like that. Today he just seemed...different.

AUNT MAY

Oh, Peter is probably just overwhelmed with his college essays, you know how they get.

MR. CONNORS

Well Peter does have a lot of pressure on him, probably more than most of the other kids.

AUNT MAY

Well that doesn't excuse him, but I'm sure he will be right back on track tomorrow.

MR. CONNORs

Well lets hope.

Connors gets up and shakes May's hand.

MR. CONNORS

Thank you for stopping by on an extremely short notice.

AUNT MAY

No problem at all, I'll talk with Peter.

CUT TO:

ext. oUTSIDE SCHOOL BUILDING -day

Aunt May walks out of the school, she then walks into a vacant alley, looking around to make sure no people are present. She then transforms into Peter Parker, and then black suit spider-man.

spider-man

Good Convo.

Spiderman shoots out his web and swings into the skyline. He swings and swings, doing acrobatic stunts, showing off to the people marveling below. Spider-man is obviously loving all of the attention he is getting. He shoots himself off of one of his swings and waves to a camera that is placed on one of the buildings, right next to Harry Osbourne's room.

SPIDER-MAN

There's one for Jonah

cut to:

Harry Osbourn is in his room, he thinks spider-man is waving at him and he waves back.

HARRY

Nice Suit.

Bernard, the butler walks by, and he thinks Harry is talking to him.

bernard

Thank you sir, is there anything I can get.

HARRY

(turns around)

No Bernard, it was spider.....A cup of cola please

cut to:

Suddenly Spider-man looks down and he sees' 3 thugs running out of a store.

SPIDER-MAN

Ugh, these guys are gonna make me late. I'm sure the police will be on it shortly.

A longs silence, no police sirens.

SPIDER-MAN

Dammnit, here I come.

cut to:

Mary Jane Watson and John Jameson are walking along the city sidewalk, and Mary Jane see's Spider-man fly by.

mary jane

Black? That'll give your dad a new reason to hate him.

john

(smiling)

I don't know, my dad hates colors.

Mary Jane looks at him, and raises an eyebrow.

MARY JANE

What?

John realizes that what he just said was ridiculous.

JOHN

Oh, uh, and spiders too.

cut to:

Spider-man is chasing them down and then lands on the ground, leaving a crack on the street from the impact. The thugs cut into an alley, and one of them lites a home made mortar bomb and throws it by the entrance.

thug# 1

(running)

You think that'll do anything?

thug# 2

(running)

I'm trying to think on my feet.

THUG# 3

(running, out of breath)

That was our last one!

Spider-man laughs as he see's the fire in the alley, he runs full sprint, trying to run through it. as he is getting closer the black symbiote seems to be getting more loose off his skin. Then, when he gets to it, a loud screech can be heard and he jumps back 10 feet.

SPIDER-MAN

All that but no fire??

He tries again with the same result. The symbiote pulls him back away from the fire. Spider-man tries again and begins to get frustrated and angry.

SPIDER-MAN

Fine, I'll just have to take the detour.

cut to:

The thugs are running down the sidewalk, looking around. They are pointing guns at the people, trying to scare them away.

THUG #1

No sign of him, maybe you scared him off.

THUG# 2

I tried -

Suddenly a car comes out of nowhere and hits thugs 2 and 3, sending them flying. Thug 1 tries to run away but is caught by spider-man's web, pulling him toward him and landing a punch right to the face. Spider-man then holds him by the neck and looks at him, his face is bloodied.

THUG #1

What..wha what? Gonna make me suffer? For robbin some store? Why don't you do what you always do and just web me up and wait for the cops.

Spider-man punches him again and quickly changes to look like a cop.

SPIDER-MAN(as cop)

Here they are.

THUG #1

New suit came with some tricks.

Spider-man punches him again, knocking him out.

fade out.

ext. sidewalk - day

Gwen Stacy is standing on a corner. She looks around and paces as though she is waiting for someone. She leaves out a disgusted sounding sigh and starts to walk away.

cut to:

Spider-man in the air, swinging.

SPIDER-MAN

I knew I was gonna be late.

cut to:

Gwen Stacy is walking when Spider-man appears out of nowhere and picks her up while he is swinging.

GWEN stacy

(panicked)

Oh my God don't kill me!

She looks and realizes it's Spider-man.

GWEN STACY

(relieved)

Oh.

cut to:

Int. ROOFTOP.

Spider-man sets Gwen on a rooftop.

SPIDER-MAN

Courtesy of Peter Parker, said he would be late.

GWEN STACY

Peter? Where is he?

SPIDER-MAN

He'll be here shortly.

GWEN STACY

Okay

Spider-man jumps off the building.

GWEN STACY

(to herself)

Nice suit.

She hears something, and turns around. Peter Parker walks out from door placed on the roof.

PETER

Hey.

GWEN STACY

How did you get here?

a long silence.

GWEN STACY

Did spider-man make you take the stairs?

Peter sits down next to her.

PETER

Yeah, I guess spider-man didn't want to be seen carrying you know, a guy throughout the city. He probably doesn't want anyone to have any false assumptions.

GWEN STACY

You should Thank spider-man you still have your date today.

PETER

(smiling)

Well I take his photos so he owes me one.

A long silence.

GWEN STACY

Ever imagine what it would be like? Flying throughout the city, all those powers, all those abilities. Would be fun huh?

PETER

Not for me, I hate flying, heights too.

GWEN STACY

Guess we all can't be spider-man.

PETER

Hey, taking photos of spider-man can be dangerous and exciting.

GWEN STACY

Really?

PETER

Yeah, Ive done some awesome stuff to get some photos. Stories that would impress even spider-man.

GWEN STACY

(smiling)

Well, I guess your the next best thing then!

Peter tries in for a kiss. He then looks at her neck, and stops.

PETER

What is this?

GWEN STACY

What is it Pete?

He pushes her down, and points out a cheesy necklace that says "Gwen Stacy"

PETER

(angry)

Who gave you this?

GWEN STACY

Pete get off of me!

PETER

(louder)

Who gave that to you?

GWEN STACY

Whats going on with you? Its a necklace!

PETER

Just tell me, why are you being so secretive with it!

GWEN STACY

I'm Not!

Gwen pushes Peter off.

GWEN STACY(cont)

And My mom made it for me!

She stands up, and starts walking away. Peter then smiles and pulls her back. He then lies.

PETER

I was joking!

a beat.

PETER

boo!

Gwen's frown turns upside down and Peter goes in for the kiss.

int. eddie brocks apartment

Eddie Brock is typing on a typewriter, a glass of milk next to him. A wieght bench is seen in the corner. He then tears out what he is typing and crumbles it up.

EDDIE

No...no.

Eddie starts writing again, becoming increasingly frustrated. He then stops and again takes the paper out and tears it.

EDDIE

No...dammnit.

eddie tries a third time, and stops again. He throws the typewriter against the wall, leaving a dent.

EDDIE

(angry)

One article.

Eddie kicks the chair out of the way.

EDDIE

(angry and yelling)

One fucking article!

EDDIE

They have...

Eddie punches the wall.

EDDIE

They have fucking high school kids making more money.

Eddie is getting red, he is breathing heavy. He pulls open a drawer and pulls out a small bottle of steroids. He shoves some of them in his mouth and drowns them down with milk, throwing the glass down afterwards.

He then goes over to the bench and starts to pump iron, leaving out a vicious breath after every pump. He finishes, and starts to breath even more heavily. He then hears the phone ring and answers it.

EDDIE

Hey honey.

(trying to sound happy)

I'm doing really good.

(a beat)

Everything is fine.

Eddie looks around the room.

EDDIE

Everything is just fine.

cut to:

Eddies Wife is in a house in San Fransisco, Even under her baggy eyes and wrinkled clothes, one can still see her classic beauty.

wife

I can't wait to see NY, is it great?

cut to:

EDDIE

Its incredible honey. You'll get to see it soon enough

cut to:

WIFE

Is your new job working out for you?

cut to:

EDDIE

It sure is honey.

cut to:

WIFE

I just wanted to call and check on you, I miss you.

cut to:

EDDIE

I know, I miss you too honey. Goodbye.

Eddie hangs up.

fade out.

INT. JONAH JAMESON OFFICE.

Peter Parker walks in.

JONAH

Parker! What do ya got?

Peter gives Jameson the photos of spider-man, the first one being the one next to Harry's window.

JONAH

How did you get up there?

PETER

Oh uh, I took that from Harry Osborn's room.

(a beat)

Always good to have a camera with you, never know.

beat.

JONAH

Osborn eh? Its good to have rich friends.

Jonah flips through more.

JONah

Look at him. Finally decided to wear a suitable shade. Probably chose black so people would stop mistaking him for a hero.

(a beat)

Unless he's trying to get on my good side.

PETER

Good side?

JONAH

Nothing, he might know I hate colors.

a beat.

JONAH(CONT.)

I'll give you 150 for each.

PETER

(angry)

150? You gave me 200 for each last time, and those werent even close to the quality of these.

JONAH

Consider that a gift. Now take the 150.

PETER

(a beat)

This has to be some kind of joke! Withou -

JONAH

Take the 150.

PETER

You know what..

(a beat, disgusted.)

Fine!

Jonah pulls out the paper.

JONAH

And as it turns out, spider-man is once again not the top story.

Peter takes the Paper from Jonah and looks at it. It reads "15 more dead in bloody murders"

PETER(TO HIMSELF)

How..no..it can't be

INT. PETERS HOUSE - day

Peter is sitting at a table, staring down. Aunt May is cooking dinner.

PETER(TO HIMSELF)

How.....how could it..

AUNT MAY

Peter, would you like your steak cut up?

PETER

(Looks up at her)

No aunt May.

AUNT MAY

Look at you, I finally get you here to have supper with me and you look terrible.

PETER

I'll look better after I have a steak.

Peter looks down again. Aunt May begins to sharpen a knife. The shrieking sound causes peter to jump back.

AUNT MAY

Peter? Whats wrong?

PETER

Its nothing, just the sound from the knife.

AUNT MAY

Well I'm sorry Peter, I'll make it quick.

Peter begins to cover his ears, the shrieking is causing him pain.

PETER

Just stop.

The tension in Peters voice grows.

AUNT MAY

I'm almost done Peter -

PETER

I said stop!

Peter bangs his hands against the table, causing a piece of it to break off. Aunt May quickly stops and looks at him, frightened. She then puts the knife down and gives Peter his plate.

AUNT MAY

Here is your meal.

Peter Grabs it and runs up to his room.

INT. PETERS ROOM. - night.

The uneaten steak lies on top of a small table. Peter is sitting on his bed, staring at the paper.

PETER

25 people.

(a beat)

How is he avoiding me?

Peter becomes even more angry

PETER(cont.)

(yelling)

How the hell is he avoiding me?

(a beat)

Why have I missed him? I could of stopped it!


Peter crumbles up the paper and throws it against the wall.

fade out.

INT. JONAH JAMESON OFFICE.

Jonah is talking to Eddie Brock.

EDDIE

I'm trying to get better stories.

JONAH

Trying is a word I hate Mr. Brock. I need you to produce.

EDDIE

I understand.

JONAH

Ever since you arrived here you haven't provided anything useful for the Bugle.

(a beat)

Even Parker is making more cash.

EDDIE

I know.

(a beat)

I swear Ive been working -

JONAH

The the only thing I have from your hand is a mini column about the high cost of medication.

EDDIE

Doesn't that count for anything?

JONAH

Thats throwaway crap and we both know it.

(a beat)

Brock, if the next thing on my desk with your name on it doesn't throw me off my seat, you're going back to San Fransisco.

Eddie paces around for a little while, getting very red in the face. He then wipes some sweat off his forehead with his hand, and starts to try and compose himself.

EDDIE

Alright.

Eddie walks out of the office.

ext. city sidewalk - day

Eddie is walking along. On his face is a mix of anger and disappointment. As he walks he sees a man talking. The man is flapping his arms in all different directions. Eddie looks at the man, realizing that he is just a crazy man babbling. Eddie gives him a slight glance as he walks by.

fade out

EXT. rooftop - night

Fade in. Spider-man is on top of a building. He is looking at the newspaper, and then Throws it. He then jumps off the roof and starts swinging. While he is swinging he does no acrobatic stunts and no showing off for the crowd.

cut to:

Mary Jane and John Jameson come out of a movie theater and start walking.

JOHN

That wasn't so bad.

MARY JANE

I liked it.

JOHN

(smiling)

This was your second time seeing it.

Suddenly John sees a suspicious looking man ahead.

JOHN

Come on, we have to take a short cut.

John grabs Mary Jane's hand, and he pulls her toward the alley. When they turn into it, they see it leads to a dead end. As they turn around, they see the suspicious man approaching. He goes up to Mary Jane.

JOHN

Stay away from her.

The Man pulls out a gun and points it at them.

MAN

Just do what I say moon man.

The man shakes the gun.

MAN

Now give me all you got.

John Begins to reach into his pocket and Mary Jane in her purse.

MAN

Tell your dad to put this in the paper.

the man shakes the gun again.

MAN

Speed it up!

MARY JANE

(crying)

Where is he?

MAN

What was that? Huh?

The man sticks his gun by her mouth.

MAN

Speak into the microphone!

Suddenly the Man looks up and starts running.

cut to:

Spider-man, standing on top of the roof above them. He then jumps off and starts chasing him.

cut to:

John is holding Mary Jane, who is very upset.

JOHN

Sh..sh..its okay, he came.

cut to:

The Man is running for his life, constantly looking behind him for spider-man.

MAN

God Damn I have to get away from that bug!

he pushes people out of the way while he runs.

MAN

(yelling)

Get outta my way. I got no problem pulling the trigger!

The Man then sees spider-man and quickly runs toward an Abandoned Building.

cut to:

Spider-man sees him run into the building, and rushes toward it.

SPIDER-MAN

(angry)

You won't hide!

cut to:

The Man looks back and see's spider-man. The Man's eye's open wide in fear. he trips over the steps and lunges into the house.

cut to:

Spider-man running toward the house.

SPIDER-MAN

Here I come...

fADE IN an abandoned house.

The house is rotten and torn down. Almost nothing can be seen because of the lack of lightning. In the middle of the floor, the man is crawling back, stumbling, trying to get away from spider-man. Then, out of nowhere, spider-man jumps on top of him, and starts beating him. He punches the man over and over again.

MAN

Wait....no.

MAN

No..stop! Please...

the beating continues

man

No no, your..your not him...

Spider-man keeps beating him senselessly

MAN

Your not the spider-man!

SPIDER-MAN

Shut up!

Spider-mans voice is different, he now sounds more like a monster. Spider-man punches him again.

MAN

(in agony)

Your not the spider!

The Man's head limps back, he is dead. Spider-man stands up and lifts him by his neck. He tilts his head and stares at the bloodied mess.

SPIDER-MAN

Heh.

Spider-man looks at the man some more and then all of a sudden spider-mans eyes open wide. He drops the man, and starts staring at his own hands, scared.

SPIDER-MAN

He's dead!

He frantically starts to back away from the dead body, and as he does he stumbles and falls. He then feels his suit.

SPIDER-MAN

What has this made me!

He flashes back to the man saying "Your not the spider". He then desperately tries to rip his suit off, but to no avail.

SPIDER-MAN

I don't want you anymore!

He runs out of the building.

ext. ALLEY

Spider-man is still trying to rip off the suit, but he is still failing.

SPIDER-MAN

(yelling)

I don't want you anymore!

He continues to try and rip it off, to no avail

A beat. He takes a breath and then tries again, failing.

SPIDER-MAN

I can't do it.

(huffs and puffs)

I can't do it.

Suddenly he flashes back. He remembers chasing the thugs and being repelled by the fire. He then looks down at his suit.

SPIDER-MAN

Thats it.

(a beat)

That is what I have to do.

fade out

EXT. ROOFTOP.

Fade in. Peter stands on top of the roof, staring down at NYC. An empty gasoline bottle is next to him.

SPIDER-MAN

No more of this.

(a beat)

I have to get rid of you.

All of a sudden he quickly lights a match and throws it on himself, burning instantly. the symbiote starts to scream and squeal. Spider-Man starts ripping it off, doing it by pieces. Spider-man screams as he struggles to remove it from his body, throwing the pieces he rips off the roof.

cut to:

Peter Parker, laying down naked on the rooftop, breathing extremely heavily. He breaths a sigh of relief and then starts to smile.

peter

I did it. Ha ha...I did it!!

It starts to rain as we dissolve out.

EXT. BLACKTOP.

Dissolve in, legs can be seen. Then, a basketball comes down and bounces up to a hand. The ball bounces again and then again. We then pan up to Harry Osbourn.

HARRY

Check.

We pan to Peter Parker. Harry passes the ball to him and then Peter passes it back.

PETER

(smiling)

Not gonna make the shot.

HARRY

(concentrating)

Here comes the K.O blow.

PETER

Don't even bother Osbourn.

Harry bends his knees and then throws the ball in the air. It flies and then comes down, going through the net..swish!

HARRY

(jumping in the air)

Yeah!

Peter smiles and runs his hand over his face.

HARRY

Game over! Landing successful, mission accomplished!

PETER

Alright, so you won this time.

HARRY

I just beat you 3 times in a row.

PETER

Don't get too comfortable with your luck.

They walk over to a bench with 2 bottles of water. Harry chugs his down instantly. Peter doesn't touch his.

HARRY

Phew, it's humid today.

Harry looks at Peter's water bottle?

HARRY(CONT.)

Arent you gonna swig that up?

PETER

Nah, I'm not actually thirsty right now.

(a beat)

Go ahead and swig it yourself if you wan't.

Harry takes it and chugs it down.

HARRY

(wiping his face)

Thanks Pete.

(a beat)

Can't believe you're not thirsty, after all that.

(a beat)

What are you, Super Human?

PETER

(smiling)

I guess.

Harry takes a deep breath and wipes sweat off of himself.

HARRY

Good to hang out together pete. You seemed to be a little distant for a while there.

(a beat)

What was up?

PETER

I was just having trouble with something. Something personal.

HARRY

Hows it now?

PETER

Better, feels like a huge weight has just been lifted from my chest.

HARRY

(smiling)

Like the 70 pound weights I had to lift off your chest in 9th grade?

PETER

(laughing)

Something like that, except heavier.

(a beat)

and much tighter.

INT. EDDIE BROCKS APARTMENT

Eddie Brock is sitting on his chair by the table. He sits back and looks at the typewriter sitting in front of him. The side of it is dented. He leans in and places his fingers on the keys.

EDDIE

No, thats no good.

He quickly removes his fingers from the keys, he then hears Jonah's voice in his head, "Back to San Fransisco". He then leans in again and places his hands on the keys, only to remove them again. He starts to breath heavily, getting frustrated. He leans his head back, becoming increasingly upset. He then has a flashback.

flashback

1. Eddie outside a doctors office talking with the doctor. His wife can be seen inside the office through the window.

DOCTOR

Your wife has developed a case of schizophrenia, probably due to her recent depression and breakdown.

EDDIE

(shaking)

Whats that?

DOCTOR

They hear voices, its like another person, or other people that only they know, only they can hear them.

(a beat)

But it is treatable, give her these.

The doctor hands him a bottle of pills.

2. Eddie walks in his house, his head is down, and his face is red with anger. His wife sits on the couch, her pills in her hand.

EDDIE

(Looking at his wife)

They found someone better.

end flashback.

int. eddies apartment.

Eddie opens his eyes and stares at the typewriter.

EDDIE

Come on, give me something.

(a beat)

Give me anything.

Eddie leaves out a deep breath and then looks down next to him. The headline reads "15 more dead in bloody murders." Eddie stares at it for a few moments, and then looks up. He then flashes back and remembers the Crazy Man on the street. He looks at the typewriter, obviously concocting some kind of plan.

EDDIE

I'll just take it.

Eddie begins to type on the typewriter.

int. montage.

1. A newspaper flies by with the heading "Journalist outs serial killer"

2. Another newspaper flies by with the heading "NY wakes up from Nightmare"

3. Stock video of the crazy man being arrested.

2. stock video of The crazy man being taken by police into the station

newscaster(v.o)

The man confessed to Eddie Brock, a new journalist from the Daily Bugle. With a story like this, the big boss will probably take notice.

cut to:

A police man being interviewed, a microphone in his face.

police man

We've had journalist and such help us find suspects before but never anything close to this magnitude. We're always glad when we can get a little help from the people out there.

INT. JONAH JAMESON's house

A bunch of people are in Jonah's house for a party. Hanging down from the ceiling is a banner that says "Go Eddie Brock!"

ROBBY

Glad you did it Brock!

EDDIE

Me too, just can't wait to tell my wife.

JONAH

(puts his arm around Eddie)

What did I hire? A journalist or a secret agent?!

Laughter.

cut to:

Peter talking to Gwen, who is leaning against the wall drinking a Pepsi.

GWEN STACY

So I guess this is our Public outing.

PETER

Roof of a building not public enough?

Gwen Laughs, and then looks off Screen. We Pan to Eddie Brock mingling.

GWEN STACY

Wow, that Eddie Brock guy is humongous.

PETER

Yeah but he's probably not very Flexible.

GWEN STACY

What?

PETER

Nothing.

GWEN STACY

(Looks at Peter)

So you seem to be super happy today Pete.

PETER

Wasn't I happy before?


GWEN STACY

No, didn't seem like it.

(a beat)

So what set off your happiness?

Peter looks across the room at Mary Jane Watson. She flips her hair back while talking to John Jameson.

GWEN STACY

Pete?

PETER

What?

(a beat)

Oh yeah, Well it's like I had a huge weight lifted off my chest.

GWEN STACY

Is that it?

PETER

Another one has just been lifted off too.

Gwen giggles.

cut to:

A bunch of people crowding around Eddie, shaking his hand and patting him on the Shoulder.

JONAH

I can't believe I had even a doubt Brock. I bet those suckers in San Fran are poundin their fist!

EDDIE

Lets hope so!

A cheer.

JONAH

Brock, if you keep going like this, you'll rise to the top like heat! Cause your on fire baby!

Another Cheer.

int. peter's house

Peter is in his house eating dinner with Aunt May.

AUNT MAY

Home early, good meal, good mood. Thats something you needed.

PETER

Definitely Aunt May.

(he wipes his face)

But, if you don't mind, I'm going to go out for some exercise.

aunt may

Go ahead, a young man needs exercise. Especially you.

peter

(laughs)

Thanks Aunt May.

int. Peter's room

Peter lifts up his mattress, and underneath, he sticks his finger in a small hole, pulling out his old red and blue suit. He then goes under the bed and pulls out his web shooters.

peter

It'll be good to go vintage today.

ext. daily Bugle roof.

Spider-man is sitting on the building swinging his legs. He then jumps off and falls down gracefully, eventually shooting a web out and swinging, doing a triple back flip after wards. He then shoots himself off another swing, and shoots webs down below him.

He then starts to fall, and uses the webs to catapult himself up like a trampoline. As he is floating in the air, he looks in a boarded window, setting off his spider-sense, and for a second loses concentration, and crashes into the side of a building. he rubs his head as he falls and then shoots web and lowers himself to the Ground. A group of kids see him.

kids

Wow, thats Awesome!

SPIDER-MAN

(Waving to the kids)

Kids seem to say that a lot.

Spider-man rubs his head and looks up toward the window.

SPIDER-MAN

What was happening up there?

(a beat)

Better check it out. Bye kids.

KIDS

Bye Spider-man.

Spider-Man shoots himself up with the webbing like a sling shot. He then lands sideways on the side of a building and shoots himself off with his legs, going straight toward the window. he then breaks through the boards and looks up.

SPIDER-MAN

What the...

He sees a Red headed Man looking at him and holding a knife. next to him is a man tied up in a chair, with a look of intense fear all over his face.

Cletus kasady

Ooh look who dropped in to see your execution, and I said you didn't have any supporters!

The Man is tearful, being just crying.

SPIDER-MAN

(in shock)

Who are you?

CLETUS kasady

Cletus Kasady! I'm glad you came, but I got to him first!

SPIDER-MAN

What are you doing? Are you insane?

CLETUS kasady

Of course not, he's insane! Let me off this fucker, don't take the fun! I've been doing my part with the light work in NYC!

Spider-man shoots webbing toward Cassidy and then throws him against the wall, and then against the other wall.

CLETUS CASSIDY

Hey!

Spider-man jumps on top of him, and then a look of intense realization enters is face.

SPIDER-MAN

It was you.

CLETUS CASSIDY

Your hurting me!

SPIDER-MAN

It was you the whole time.

(a beat)

Brock set him up, it was you.

CLETUS CASSIDY

Alright, let me go now, got to finish business!

Spider-man looks at the victim and then flashes back, remembering his spider-sense going off. He then flashes to the black suit, and him swinging past various times when Kasady was nearby.

SPIDER-MAN

I couldn't stop it.

(a beat)

I couldn't stop it because I wouldn't listen.

CLETUS CASSIDY

I've been helping you out the best I can Spider-man.

Spider-man punches him and then ties him up. He then jumps out the window with him in his arms.

CLETUS CASSIDY

Hey! What has gotten into you, what are you doing??

SPIDER-MAN

being a superhero.

Spider-man lands on the ground amongst cop cars. He then hands Kasady to police, who is tied up in web.

SPIDER-MAN

The victim is on the top floor.

(a beat)

This is your real murderer, Brock's story is a fake.

CLETUS CASSIDY

You got the wrong guy!

POLICE MAN

Well If this is true, we had the wrong guy.

int. police station.

Two policemen walk in the station with Cletus, who has a big grin on his face. Inside already is an older lieutenant and a few other officers.

LIEUTENANT

Whose that?

policeman

His name is Cletus Kasady, this guy's a real whacker. Found by Spider-man.


LIEUTENANT

Set him over there.

(a beat)

What's his crime?

POLICE MAN

Kidnapping, assault, attempted murder, and trespassing.


LIEUTENANT

Regular nut job, take him to a holding cell.

POLICEMAN

Sir, if what Spider-man told us is true, this guy's not a regular nut job.

cut to:

int. hallway

The Lieutenant, and a few officers are standing in a hallway looking into a two way mirror. We then pan into the room in which they are looking.

INT. SMALL ROOM

An older man sits across from Cletus Kasady, who is attached to a lie detector machine.

older man

Is your name Cletus Kasady?

cut to:

The men outside the room hear Kasadys voice through a speaker.

CLETUS KASADY(o.s)

Yes it is!

cut to:

Back in the room.

OLDER MAN

Have you every committed an act of murder?

CLETUS KASADY

(smiling)

Yes.

OLDER MAN

Have you committed this act multiple times?

Cut back outside in the hall.

CLETUS KASADY(O.S)

Yes I have.

The lieutenant and officers faces become more interested. Cut back to the room.

OLDER MAN

Are you responsible for the recent murders of an estimated 25 people in the city of New York.

CLETUS KASADY

(smiling)

Of course I am.

Cut to the hallway, everyone is shocked to hear what they just did.

LIEUTENANT

Dear God...

CLETUS KASADY(cont.)

Those guys were dangerous, real wackjobs!

(a beat)

You are welcome!

cut to the hallway, a big commotion is happening.

POLICEMAN

(to the lieutenant)

Sir?

LIEUTENANT

Call the commissioner.

(a beat)

Now.

INT. JONAH JAMESON's house

Jonah is sitting on his couch smoking a cigar and reading the paper. The TV can be heard in the background. He then puts down the paper and looks at the TV. He then slightly jumps and takes the cigar out of his mouth. On the TV screen are the words "Real Killer apprehended by Spider-man".

cut to:

Video of the police taking the crazy man out of the station.

v.o

The man once believed to be the killer was actually a compulsive liar, and mentally handicapped. The confession to the daily bugle journalist was no doubt the way of manipulation.

cut to:

JONAH

(yelling in anger)

What!!!!

cut to:

A mug shot of Kasady.

cut to:

V.O

But thanks to spider-man, New York City is safe, and the real killer who murdered an estimated 25 people, is attained.

cut to:

Jonah watches some more and sees the words "Eddie Brock, Fake". Jonah screams as we fade out.

INT. daily bugle.

A bunch of people are in the Daily Bugle Room. Eddie Brock walks in and sees Jonah and Robby, along with everyone else who is trying not to seem like they are watching.

JONAH

Hey Brock.

EDDIE

Hey Jonah, Rob, what up?

Jonah throws him an unfinished newspaper that says "Sorry from the daily bugle", and a Picture of Spider-man apprehending Cletus Kasady.

JONAH

See that? Your scum Brock, your the lowest.

Eddie starts to breath frantically and starts to go red.

ROBBY

You manipulated a man for a story?

JONAH

Not only that, he allowed the real killer to stay out there. Thank god spider-man came.

(a beat)

And I don't say that A lot!

EDDIE

I didn't know he was -

JONAH

Shut up Brock. Your fired. You might as well make yourself cozy in a sheltered alley, cause you won't be able to get a job cleaning toilets after this.

EDDIE

I swear I didn't know, he..

JONAH

Save it, now get out of here!

Eddie flips over the photo of Spider-man and Kasady. And See's Peter Parkers name.

EDDIE

Parker......

INT. EDDIES APARTMENT.

Eddie walks in, and starts throwing things around, he then picks up the bottle of steroids and shoves them in his mouth. He goes over to the wieght bench then and starts lifting very fast, in an angered way, He then gets up, his face is full of rage and disgust. He then picks up the wieght bar and uses it to smash things around the room. He then drops it and sits on the floor.

EDDIE

That fucking kid!

(a beat)

That fucking spider!

Eddie starts to shake and makes a fist, cracking his knuckles.

EDDIE

They Ruined me.

Eddie flashes a thought of his wife. He then gets up and goes over to the phone.

EDDIE

I can't tell her.

(a beat)

She needs to know everything is okay.

(a beat)

I have to lie to her.

(a beat)

To myself.

Eddie goes to grab the phone, but before he does, the phone rings. Eddie Jumps back, and then slowly Answers it.

EDDIE

Honey?

voice.

Hello is this Edward Brock?

EDDIE

It is, who is this?

VOICE.

I didn't want to be the one to tell you this, but your wife -

EDDIE

Let me talk to her.

VOICE.

Sir, your wife was found dead today hanging from her bedroom door.

Eddies face turns pure white.

VOICE.

I'm very Sorry sir. I hate to make these calls.

(a beat.)

I will keep you in my prayers.

Eddie is in pure shock, he is stiff as wood. His arm begins to spasm.

EDDIE

Don't.

The man speaking starts to say something else, but Eddie ignores him, banging the the phone against the wall until it breaks, he then begins to cry.

cut to:

EXT. CITY SIDEWALK

Eddie is walking down the street, in front of him a huge cathedral church.

cut to:

The symbiote, still alive. It spots Eddie Brock, and starts to follow him.

int. church.

The church is empty, Eddie goes to the very front and sits in a pew. Eddie folds his hands and starts to pray to himself, shaking.

cut to:

The symbiote, watching and listening to Eddie Brock.

cut to:

EDDIE

(frantically)

I'm sorry, I'm sorry....

He starts to shake more and becomes more upset.

EDDIE

(frantically)

They ruined me, they, they ruined me.

(a beat.)

I'm sorry, I can't continue...

INT. EDDIE BROCKS APARTMENT

Eddie Brock sits in a chair in the middle of his floor, in boxers and a wife beater. He reaches out, turns his wrist over and pulls out a knife.

cut to:

The symbiote starts to seap up from the cracks in the floor.

cut to:

Eddie begins to cry, and slowly puts the knife to his wrist. The symbiote starts getting closer.

EDDIE

I wish I had voices to assure me.

Eddie slashes his wrist, and drops the knife, blood starts to pour out of the viens. He doesn't budge, he just looks down and stares at it, anticipating death.

Then, moving slowly and silently toward him, the black symbiote stretches up and goes on his arm, it fills in the cut made by the knife, and then starts going up Brock's arms and down his legs. Brock notices it and then slightly jumps back in shock, and then just stares at it, almost in a knowing way. it goes up to his neck, and then the back of his head. it then goes inside his mouth, and starts to come around his whole face...and then.

cut to black.

INT. SCHOOL BUILDING - DAY.

The halls of the high school are empty, a lone Janitor wipes the floor with a giant mop, twisting it and dipping it in the water every so often. He then hears something and looks up towards the ceiling. He sees nothing, and just shakes his head and continues, whistling to himself.

cut to:

A woman is sitting in the school offices, typing away on a computer. On her desk is a name tag that says "Miss Dwary". While she types on the computer she also swigs a cup of coffee.

MISS DWARY

(tired,)

Uh, they don't make me come here early enough.

cut to:

The Janitor is walking down the hall, pulling the mop bucket behind him. He continues to whistle as he walks. He then starts to hear a slight noise, like a footstep. He turns around to see another janitor. When he sees him he just smiles and nods his head, the other janitor doing the same.

cut to:

Miss Dwary still typing on the computer, she then hears a knock on the door. She gets up and walks over to it, and opens it up.

ext. outside school building.

Peter is yawning as he walks up the steps toward the school. He comes to the front door and tries to open it.

PETER

They should give us keys too.

He presses the intercom button, and speaks in.

PETER

Hello? Could you let me in Miss Dwary?

(no answer)

I have an early meeting with my guidance counsler and -

Peter is interrupted by Miss Dwarys voice

MISS DWARY(o.s)

Yes, the guidance counselor came in a few moments ago and told me. Come right in Parker.

Peter lets go of the intercom button and walks in the school. The halls are vacant. Peter starts walking down them slowly, moving his hand against the lockers. He then turns right at a hall intersection, and stops dead in his tracks.

The Janitor is on the floor in a pool of blood, Peter slowly walks up to him and stares at his face. He jumps back in shock, the mans face is mangled and mutilated. He then starts to back away slowly.

Then, off screen from behind Peters head slowly appears a long, freakish tongue. The tongue slowly moves toward Peters cheek and then licks it. Peter is taken back and then quickly turns around, seeing the terrifying grin of Venom. Venom grabs Peter by the face and throws him against a locker, leaving a dent.

VENOM

So clever Parker!

Peter get up and Venom shoots web out the from the top of his wrists, the web being much thicker then spider-mans. He grabs Peter with it and tosses him across the hall.

VENOM

But not always.

Peter gets up and looks at Venom from across the hall, who gives him a monstrous roar, and then goes invisible. Peter looks around, and then Suddenly Venom reappears right in front of him, grabbing him and throwing in into the ground and then the wall.

VENOM

Who would of thought. Puny Peter Parker takes pictures of himself swinging about the city in spandex!

Peter slowly gets up.

PETER

How does he know...

(suddenly realizes)

The suit!

Venom laughs, and then stand over parker, and picks him up by his neck. The symbiote then pulls back, revealing the face of Eddie Brock.

PETER

Eddie?

VENOM

Wrong! I am no longer Eddie Brock! We were both cast out by you, Parker, and then we found each other, like fate! We are now your disease parker, we are your end, we are your finisher, and We are Venom!

PETER

(Struggling)

You'll lose control, it will turn you into a monster! Like it turned me into one!

VENOM

(laughing)

Oh, but Parker, it already has, and it feels good!

Venom tightens the grip and then throws him into the ground. Peter quickly gets up and starts running the opposite way, but Venom shoots web missile things from his wrists and hits Peter in the head, knocking him down,.

Peter starts to get up and tries to continue to run away, but web comes from outside the screen and pulls Peter off screen. With Him out of the way, we can see Miss Dwary through the glass in her office, she lays dead on her desk, her head and face mangled.

cut to:

Venom slams Peter with the web against the ground.

VENOM

Pretty sturdy Parker!

Venom then punches at Peter, who dodges out of the way and throws a right hay maker to Venom's stomach, who bends over in pain. Peter then gives a back flip kick to Venoms face, sending him flying back and hitting the locker.

Venom gets up and leaves out a monstrous terrifying roar. Peter goes to punch at him again, but venom catches it with his hand and shoots out web with his other, wrapping it around Peter's neck.

VENOM

Pretty courageous Parker, Bien a superhero got to your brain.

(a beat)

We'll eat your brains Parker!!!!

PETER

(struggling)

You don't really want do this Eddie, its the suit!

Eddies tightens the web around Peters neck.

venom

Oh Parker, We both want this. We wan't it soooo bad!

(a beat)

We have the voices to assure us!

PETER

Stop!

Eddie jumps and lands on the ceiling, still holding the web that holds Peter. He looks at Peter who is still dangling and struggling.

EDDIE

Do you know how Our wife died Parker?

(a beat)

Hanging from her bedroom door, waiting, struggling for air, and death!

PETER

(a beat)

What? So you're going to kill me now?

Venom drops Peter, who falls to the ground. Venom then jumps from the ceiling to the floor.

VENOM

No, not Now Parker! Later! Why have the end without a little foreplay first! We love appetizers Parker!

Peter is starting to go white, and begins to pass out.

VENOM

Remember, We can be anywhere.

Venom quickly changes rapidly into a bunch of people. Some unfamiliar, and some who Peter knows very well.

VENOM

So keep an eye out!

Peter looks at him in fright, and then closes his eyes.

fade out.

int. black screen

Through the black screen, a voice can be heard.

VOICE

Peter

(a beat)

Peter?

Suddenly Peter starts to wake up in...

INT. PETER'S HOUSE

Aunt May is sitting over Peter, who is laying on the couch.

AUNT MAY

Peter, wake up!

Peter opens his eyes wide and looks up.

PETER

Aunt May?

(a beat)

How long was I out?

AUNT MAY

Since yesterday.

PETER

(holding his head)

I feel terrible.

AUNT MAY

No one can blame you. I was so worried. You could have been killed, like those other people in the school, it takes a monster to do that.

(a beat)

Thank goodness that nice man brought you here.

Peters face suddenly changes into one of worriment. Who could the man be?

PETER

What man?

AUNT MAY

He left before I got a name.

(sighing)

You get rid of one killer and another comes to replace it.

Aunt May gets up and picks up her coat.

AUNT MAY(c0nt)

I'll be going to the store quickly, anything you need?

PETER

No Aunt May.

AUNT MAY

Alright.

Aunt May walks out the from door. Peter feels his neck, and then pulls down his collar to reveal a red burn and indent left by the web. He then hears someone upstairs. The footsteps start to go toward the stairs. Peter just looks toward it, in a mixture of fright and confusion. The footsteps get closer, and closer, until the screach of the steps is heard, and then....

AUNT MAY

Peter, your up!

Peters eyes wide open, and his jaw drops.

AUNT MAY

Is everything alright? You were very banged up. That nice man was one in a million.

(a beat)

He did look slightly familiar, I'm no good with faces anymore though.

Aunt May walks into the kitchen. Peter quickly turns and looks out the small window next to the front door. He see's the other Aunt may, staring at him. She then transforms into Venom, and he stares at Peter, waving and smiling deviously. Peter closes his eyes and rubs them. When he opens, Venom is gone.

CUT TO:

AUNT MAY

Peter, would you like some tea?

CUT TO:

Peter looks at the empty spot where Venom was, he then remembers Venom's voice "We can be anywhere". Peter then quickly shoots out a puddle of vomit onto the carpet.

INT. POLICE STATION.

The Commisionar and the Lieutenant are looking at Kasady through a glass one way mirror. Kasady is just sitting, and smiling, watching a fly fly around the room.

int. commisionars office

LIEUTENANT

If you wan't to know, the answer is no, we have no leads on the high school case.

COMMISIONAR

Just when you think you get rid of something.

LIEUTENANT

CSI unit checked the crime scene and the bodies. No fingerprints, and foreign DNA besides that of the victims.

(a beat)

Lucky they had nametags.

COMMISIONAR

Why?

LIEUTENANT

Their bodies and faces were so mangled that even God wouldn't be able to identify them.

COMMISIONAR

Alright but what about eyewitnesses someone had to see some psycho with a chainsaw or some shit waltz into the school.

LIEUTENANT

Thats the big problem.

COMMISIONAR

Nobody saw anything?

LIEUTENANT

This person managed to get by locks doors and locked windows completely undetected by anyone inside or out. The secretary whose office has only 1 door for entrance was killed at her desk.

COMMISIONAR

Any indication of a struggle?

LIEUTENANT

On none of the bodies. Whoever did it killed quick and then had fun.

a beat

COMMISIONAR

For me, too much of a coincidence, Kasady had to have associates.

LIEUTENANT

No, not him. Guys like that, guys that crazy, they don't have associates.

INT. daily bugle

Robby walks past a strew of busy people working in the daily bugle and then into

INT. JONAH JAMESON OFFICE.

ROBBY

hey Jonah I came too -

JONAH

Can you believe it Robby? Schools arent even safe.

ROBBY

You know Peter goes to that school.

JONAH

Parker does? Is that why he hasn't come to work?

ROBBY

He doesn't really work here.

JONAH

Ah yes, thats right.

(a beat)

I just know spider-man is behind this.

ROBBY

The spider-man who brought police a serial killer, and saved your son from burglary?

JONAH

They probably both work for spider-man, he used them to try and make himself look good.

ROBBY

you really hate spider-man.

JONAH

If he thinks sucking up will get him favors then he is dreaming.

(a beat)

Jonah Jameson is merciless.

ROBBY

Thats actually what I wanted to come talk to you about. Eddie Brock has been missing for a few days.

JONAH

So maybe he took my advice.

(a beat)

[Dale]

Wait, how did you know that.

ROBBY

(holds up paper)

I read it in the New Yorker.

JONAH

(mumbling)

God damn new yorker

(a beat)

So what?

ROBBY

Your not a little interested?

JONAH

No. I came close to putting a crown on his head and then he turns my paper into a laughing stock. He basically asked me top fire him.

(a beat)

What he gonna do, kidnap me and then try to kill me?

ROBBY

Well Lets hope not, Spider-man might have to save you.

Jonah rolls his eyes.

JONAH

Speaking of him, we need more of is pictures, we should give Parker a job.

ROBBY

I can arrange it if -

JONAH

Actually nevermind I'd have to pay him more.

(a beat)

But we could use his pictures, our current issues have been so bad that they are probably lying in the bathrooms over at the new yorker, and not as something to read.

INT. PETERS room

Peter is in his room, he looks at his costume over the bed.

PETER

Is it worth it?

He flashes to himself saving people from danger. He then goes over to his costume, and picks it up.

PETER

It has to be.

He has a quick flash of Venom's face, and then the mangled bodies of the Janitor and Miss Dwary, and drops his costume.

PETER

But I don't think it is.

int. kitchen.

Aunt May is sitting at the table, reading the newspaper while drinking her tea. Suddenly Peter walks in, looking at her suspiciously.

AUNT MAY

You made quite a mess in there. Not a big deal though.

PETER

I'm sorry.

AUNT MAY

Its alright.

Peter continues to watch her suspiciously, and then walks over to the counter, picking up the knife sharpener and a knife. He then begins to sharpen the knife, eggagerating every slice.

AUNT MAY

Peter, what are you doing?

PETER

Just sharpening.

AUNT MAY

For what reason, and I thought it bothered you.

Peter doesn't answer, and he continues to stare at her very suspiciously.

AUNT MAY(C0NT)

Peter?

Peter quickly stops and places the tools down. He then swiftly walks off and grabs his coat.

AUNT MAY(C0NT)

Where are you going?

PETER

I'll be home later.

Peter walks out of the front door.

ext. nyc sidewalk

The streets and sidewalks are filled with people and cars. In the middle of this we see Peter, walking. His look gives off one of paranoia, and he continues to look around at people, suspiciously. He then looks ahead, and see's someone waving. Its harry.

HARRY

Hey Peter!

Harry waves his hands in a big motion. Peter looks at Harry with big eyes, and starts to reach into his coat pocket.

HARRY

Peter!

Harry starts walking toward Peter, and they meet halfway.

HARRY

Hey, shouldn't you be at home?

Peter swiftly takes out a lighter, and flicks on the flame, holding it pretty close to Harry.

HARRY

What the hell?

Harry doesn't move, and just stares at Peter with a looks of confusion. Peter looks at Peter with a look of suspiciousness and slight fright.

HARRY

I's everything all right with you Pete.

Peter unlights it and puts it back in his pocket.

PETER

Oh uh, just never mind, I'll tell you later.

HARRY

Okay...well anyway, I heard about what happened at the school, you look pretty banged up.

PETER

How did you find out.

HARRY

I tried calling you before, your aunt may told me.

PETER

Oh.

HARRY

Who was the guy?

Peter quick flashes back to the school and Venom.

PETER

I don't remember.

Suddenly a scream can be heard, one of terror and fright.

HARRY

Well since your out, do you wanna go get a milkshake, thats actually where I was headed.

The Scream is heard again, and Peter looks up and around.

HARRY

Those screams, you can never get used to them. Spider-man should be on it soon though.

(a beat)

So, the milkshake?

PETER

No, not today.

HARRY

Come one Pete, I think you need one.

Peter starts walking away, and a scream can be heard again.

PETER

Not today.

Harry looks at Peter as he walks away.

cut to:

Peter turns around the corner, he looks up and around, trying to follow the screams he hears. He then rushes into an alleyway, and looks at his spider-suit, which he has on underneath his clothes, with slight hesitation.

PETER(TO HIMSELF)

Is it worth it?

Peter suddenly flashes back to the image of his Uncle Ben

uncle ben

Peter...you are getting older, and becoming a man. I'm very proud of you, and I wan't you to remember this.

(a beat)

With grea -

cut to:

His flashback of Uncle Ben is interrupted by another scream, and Peter looks down at his suit.

cut to:

NYC SKYLINE.

Spider-man is swinging about, still following the screams, witch can be heard still, though slightly. He looks around as he swings, and then see's something below him.

SPIDER-MAN

What the hell is that?

He looks again, and we see something on top of the building. It looks like giant writing.

SPIDER-MAN

Hello...?

As spider-man gets closer, we see the word "Hello", clearly on top of a roof, in what looks to be black letters, with a red exclamation point. He then starts moving even closer toward it, and even though we can't see his face, the look of realization is apparent.

SPIDER-MAN

Dear God!

cut to:

Spider-man lands on a roof, he looks in front of him.

SPIDER-MAN

No....

(a beat)

No!

(a beat)

This didn't Happen..

(a beat, Peter screams)

It didn't happen!!!

The camera pans around to the roof next to him. we see a bunch of mangled dead bodies, each with there eyes open, each with a look of fright. They are all naked, cover completely with black ink. They are all fitted together to make the word "hello", and they're own blood makes out the exclamation mark.

Spider-man then hears a voice.

VOICE

Sorry Parker.

Spider-man looks, and right in front of his eyes, Venom slowly appears as though from thin air.

VENOM

It Happened.

SPIDER-MAN

All of those people, for what? Their deaths are useless to you!

VENOM

Heh, thats right, they are useless to me. However, their deaths were useful to you!

SPIDER-MAN

Thats sick, your not making sense.

(a beat)

Your after me, not them!

Venom starts to grin a big grin, showing his sharp monster like teeth.

VENOM

Parker, do you know who We're after?

(a beat)

I wanted to show you, Parker, that Spider-man can't always succeed. You need to know what failure is.

Venom Picks up one of the dead bodies, and looks at it, and then Spider-man, with a big grin.

VENOM

See this guy?

SPIDER-MAN

(Disgusted)

What are you doing?

VENOM

What a fellow! Extremely smart guy, almost as smart as you.

(a beat)

Big head, he supplied us with PLENTY of protien.

SPIDER-MAN

Your lying.....

VENOM

Don't get so worked up Parker!

(Tapping his head)

Its a delicacy in some places.

Suddenly a sound can be heard, it sounds like a muffled voice.

VENOM

Oh, and We forgot to tell you, We have a little surprise.

Venom picks up one of the bodies. The man he holds up is still alive! His eyes are wide in fright.

SPIDER-MAN

Put him down Eddie! His life is no substitute for mine

VENOM

(a beat)

Oh Parker, We hate to repeat ourselves!

(a beat)

Have you ever seen someone die in front of your eyes parker?

SPIDER-MAN

Don't do this....

VENOM

Well, now is your chance.

Venom hold the man closer to him, and looks him in the eye. He then takes out his tongue and starts to lick his face, taking off some of the ink.The Man is muffling a terrifying scream, and his eyes are tearing black, oily tears.

All of a sudden, webbing hits the side of Venom's face, distracting him. He then looks to his left and see's the fist of Spider-man, which connects, making him stumble. He drops the man, and gives a terrifying roar.

VENOM

(looking at the man)

You will have to wait!

Venom shoots web down on the man, making sure he can't escape.

Spider-man comes back again, and tries to throw another punch at Venom, which Venom parries out of the way and connects with his own right hand.

VENOM

Jesus Parker! We weren't ready!

SPIDER-MAN

Ready or not!

Spider-man lunges at Venom and Tackles him, sending him into the wall of the small rise on top of the building. Venom looks up at him and gives a roar, at which then Spider-man swiftly punches him in the face, once with the right, and then the left.After the blows, Venom looks at him and smiles, swiftly turning him so their positions are switched.

Venom then slowly moves his head toward Peter, pulling out his toungue, slowly caressing it over the struggling Spider-man, and giggling while doing so. He then pounds his face with his fist, coming down like a hammer punch.


VENOM

Parker, you try so hard!

He then continues to lick his face, taunting Spider-man with the tongue, enjoying every second of it.

VENOM

Probably too hard!

Spider-man continues to struggle, we then can see his right hand fidget a little, almost like he is holding something.Then, we see his wrist flick quickly, and Venom shrieks, and jumps back. When he gets to his feat, he leaves out an angry roar.Spider-man gets to his feet. In his hand, we can see the lighter, the flame still on.

SPIDER-MAN

(huffing and puffing)

I..... try my best.

Venom can be seen getting much more angry, his big grin fading into a disturbing., vicious look. He then roars an even louder roar, and turns invisible.

Spider-man keeps the flame on, looking back and forth with his head. Then suddenly, we can hear running footsteps, moving toward Spider-man. Spider-man looks around more frantically, awaiting an appearance at any time.

SPIDER-MAN(to himself)

Come on.....Come on....

Venom then swiftly appears on Spider-man's left left side, coming down from a jump, clenching his fist. Peter quickly pivots to his left extending his arm and holding the flame right up to Venom, who is jumps back once again. His face even more disgruntled than before.

SPIDER-MAN

( slightly cocky)

All that but no fire?

Suddenly, the flame goes off. Spider-man looks down at it, frantically. He then flicks his thumb, trying to get the flame back on again.

Venom's realizes what is happening, and his disgruntled, defeated stare slowly turns back into a an evil, manically gleeful grin. He then starts to laugh, slowly.

VENOM

Lights out, huh Parker!

Venom shoots web from the top of his wrist, and it attaches to the lighter. He then pulls it out of Spider-man's hand, flinging it behind him.

Spider-man runs toward Venom, rapidly shooting 5 webbed missiles as he is doing so, all of them being dodged by Venom. Still in momentum, Spider-man goes into a back handspring, using it to shoot himself in the air closer to Venom.

Then, suddenly off screen, web appears and attached to Spider-mans face, throwing him off. Venom uses the web to swing Spider-man up and around, slamming him into the ground. He then wraps his hand around the web, lessoning the slack. He then flips Spider-man up and swings him down to the ground in the other side.

Spider-man lays on the ground, ripping the web from his face. He looks up and sees Venom, who picks him up by his neck and punches him in his stomach, and then throwing an Elbow to his face. He then shoves Him against the wall, holding him there while he shoots out web, leaving Spider-man stuck against the wall, struggling to break his bondage.

VENOM

Now Parker, stay here....

He goes over to the man and pulls him from the webs keeping him down.

VENOM(cont.)

And pay attention!

Venom holds the man up, who is drenched in sweat, ink, and fear. Venom puts his two fingers against his chin, caressing it slowly, and grinning.

VENOM

You know what the funny thing is Parker?

SPIDER-MAN

(struggling)

Eddie, stop! Don't!

VENOM

Before that little show, We were actually going to let the guy live!

Venom continues to caress the man's chin.

SPIDER-MAN

(struggling, frantic)

Please, stop! Don't do it, Don't do it!

Venom looks at Spider-man with an evil grin. He slowly caress the man's chin with his two fingers one more time, and then stops, quickly flicking his wrist. The Man's neck turns swiftly and breaks, he dies instantly. Spider-man is speachless, his head drops in shock and disbelief. Venom drops the man, and then turns to spider-man.

VENOM

Later Parker. Oh, and We'll be giving mr. Jameson a little visit later on.

Venom dissapears, and we see Spider-mans limp, disappointed head as we fade into

int. peters room.

Peter sits in his room, in boxers and a white t-shirt. He sits quietly, his chin on his hands, barely moving.

cut to:

downstairs.

Aunt May and Gwen Stacy are standing at the bottom of the stairs, looking up toward Peter's room with worriment.

GWEN STACY

Is he okay?

AUNT MAY

I don't know. When he came home he just walked right upstairs, He just won't come down.

GWEN STACY

I came over at such a wrong time!

AUNT MAY

It's never a wrong time for friends.

GWEN STACY

(smiling)

I think I should go up there and see whats going on, do you?

Aunt May nods her head.

cut to:

INT. police station

The commissioner stands alone, staring at Kasady through the one way window. Many officers walk by, its obviously a hectic time.

LIEUTENANT

Sir!

COMMISIONAR

What going on, has it happened again?

A long, uncomfortable beat, The Lieutenant remains silent.

COMMISIONAR

Tell me, did it happen again?

LIEUTENANT

Yes.

COMMISIONAR

Jesus...

LIEUTENANT

But it's a little bit different.

COMMISIONAR

Yeah? Explain.

LIEUTENANT

Happened on a roof, no bodies were found, but we have a report of 15 people missing.

COMMISIONAR

Then how do you know it happened on a roof?

LIEUTENANT

We found a 2 inch pool of blood on top of the roof where the crime might have happened.

COMMISIONAR

And what are the results?

LIEUTENANT

Absolutely nothing. The blood contained blood from more a multitude of people.

The commisionar stares at Kasady some more.

COMMISIONAR

We'll never beat it, will we.

LIEUTENANT

Maybe not, but we can try. That's our job, to try.

cut to:

A man walks into the door, with large glasses, and a brown suit. He walks down the hall, and is seen by the lieutenant and commissioner.

LIEUTENANT

Whose that?

commissioner

I don't know.

The man walks up to them, and shakes both of their hands.

COMMISIONER

Who are you?

dR. DAGGLEN

My name is Dr. Milo Dagglen, and I am here to evaluate....

He looks into the cell containing Kasady.

DR. DAGGLEN(cont.)

Him.

LIEUTENANT

Wait a second, We haven't heard anything about this, have we?

COMMISIONER

We haven't, who gave the permission -

DR. DAGGLEN

I was appointed by the city.

He opens his briefcase and pulls out a paper.

DR. DAGGLEN

They demand a full mental analysis on Mr. Cletus Kasady for an indefinite amount of time. But it won't take long, looks crazy from here.

The lieutenant looks over the paper thoroughly, and then passes it on to the commissioner, who starts to read it.

DR. DAGGLEN

As for the lack of communication I am sorry. If you want to call them and ask what happened feel free to do so.

The commissioner looks over the paper even more thoroughly than the lieutenant, obviously trying to find the catch. He doesn't, and stops reading.

COMMISIONAR

Alright, go ahead.

cut to:

INT. KASADY'S CELL.

Cletus Kasady is sitting in the middle of his cell in a chair, tied up tight, yet looking comfortable, in his StraitJacket. Dr. Dagglen then comes in the door, and Sits down on the chair in front of Kasady. Two Gaurds wait outside.

DR. DAGGLEN

Alright, lets begin.

Dr. Dagglen pulls out a pencil.

CLETUS KASADY

That's got a good point on it doc.

Dr. Dagglen smiles, but does not retort.

DR. DAGGLEN

Please follow the pencil, eyes only.

Dr. Dagglen moves the pencil back and forth, Kasady following it perfectly with his eyes, very slowly.

cut to:

outside cell

lieutenant and Commissioner look on as Dagglen moves the pencil around.

LIEUTENANT

What with the pencil?

COMMISIONAR

I don't know, guess its some kind of mental test.

LIEUTENANT

Mental test with a pencil?

cut back to:

INT. OUTSIDE CELL.

DR. DAGGLEN

Good. Thank you.

CLETUS KASADY

Thats it? So...Am I crazy?

Dr. Dagglen smiles at Kasady.

DR. DAGGLEN

Mr. Kasady, I know you think you know why I am here.

CLETUS KASADY

You were sent by the City to evaluate me.

DR. DAGGLEN

I am here for a simple reason, to help you. But maybe not in the way you'd expect me to. But we have an indefinite time for this, so if you cooperate with me, you'll find out.

CLETUS KASADY

Don't worry.

cut to:

INT. OUTSIDE CELL

Lietenant and Commisionar still look on with great interest as Dagglen and Kasady silently converse through the glass.

cut to:

INT. PETERS ROOM.

Peter is still sitting on his bed with his boxers and his t shirt. Still frozen, and still completely shocked. Suddenly there is a knock on the door, and he turns over and looks, but does not get up. Then, there is another knock, followed by Gwen Stacy, walking in.

GWEN STACY

Hey there.

She walks up to the bed slowly, Peter watching every move she makes. He reaches his hand behind him, and she sits down.

GWEN STACY

I know your upset, I don't know why though, do you wan't to tell me?

Peter looks at her and pulls out another lighter, flicking it on in front of her. Gwen slightly moves back and gets big eyed.

GWEN STACY

Peter, whats that for?

Peter flicks off the match and throws it behind him.

PETER

Nothing, please, forget it.

GWEN STACY

No, Peter, you can talk to me about this.

PETER

I know you think that. But I can't, and I can't explain.

(a beat)

There are some things about me you will never know.

GWEN STACY

Do you just not wan't me to know?

PETER

I want everyone to know.

Gwen takes his hand, trying to comfort him, she then smiles.

GWEN STACY

Look at you. sitting in bed in your boxers. The sun is still out you know, lets say we go out for a milkshake.

PETER

I don't know, I -

GWEN STACY

Come on.

PETER

You know its -

Peter looks into her eyes, and sees her smile, and he can't help but smile himself.

PETER

I guess I can only refuse a milkshake so many times.

INT. CITY SIDEWALK.

Gwen and Peter walk along the sidewalk, arm in arm. They then walk into:

int. diner.

They walk in and take a seat. They then look in each others eyes, but Peter can only look in hers for so long. A waiter then comes over swiftly and gives them menu's.

GWEN STACY

Oh thats okay, we don't need menus.

waiter

Alright, so are you ready to order.

GWEN STACY

I am, what about you Peter?

PETER

Yeah I will have the strawberry shake.

(a beat)

Large.

GWEN STACY

And I will have the vanilla.

(a beat)

Make it small.

int. jonah jamesons office.

The ruckus of the office can be heard in the other room. Jonah sits at is desk, talking on the telephone.

JONAH

Listen, I don't care -

(a beat)

First of all, Mr.....whoever, we don't except freelance anything here, especially not writers!

(a beat)

Well we made an exception for him.

(a beat)

Yeah

(a beat)

Uh Uh.

(a beat)

That might be the worst excuse for a pitch I've ever heard. If there WAS a black demon wandering around New York, you'd bet it would already be on my desk right now with a photo!

Robby walks in the office, holding some photos. He then places them on Jonah's desk. Jonah looks at them, they are amateur photos of what look like Venom.

ROBBY

Someone took these with a digital camera, the letter says he saw this thing wandering around.

Jonah looks at the photos.

JONAH

(to the man on the phone)

Hold on a second.

Jonah sets the phone down and skims through the photos, looking at them from all angles. He then picks up the phone and slowly puts it to his ear. and then pauses for a little bit before he starts to talk.

JONAH

(to the phone)

.....IS THIS SOME KIND OF JOKE!

Robby looks at him with stunned and confused eyes.

JONAH

You think I don't know a doctored photo when I see one?

(a beat)

What am I talking about? You're as good a liar as you are a photographer!

(a beat)

Call back another time when you have something worth my time and life!

(a beat)

Yeah, keep denying, seeya later.

Jonah takes the photos and crumbles them up in his hand.

JONAH

Robby, we get no respect here. Sometimes I wan't someone to come and take me away from all of this.

Jonah gets up, and starts to organize some things.

JONAH

Well, Time for me to call it a day. Have a good one Robby.

ROBBY

You too Jonah.

INT. KASADY'S CELL.

Kasady and Dagglen are still talking. Dagglen looks at his watch.

DR. DAGGLEN

Well, I have to go now, we will continue later.

Dagglen packs his things in his briefcase and starts to leave.

DR. DAGGLEN

Oh, and don't forget about what we talked about.

Kasady looks at him with a evil smile.

CLETUS CASSIDY

I won't, I'm extremely interested.

DR. DAGGLEN

Good. We will continue the session later.

Dr. Dagglen walks out of the cell, and the guards quickly shut the door and lock it. Kasady stares at him the whole way as he walks out the the building.

cut to:

INT. DINER.

Peter and Gwen are sipping there smoothies, Peter with his giant strawberry one, and Gwen with her tiny vanilla. They are both laughing and having a good time.

GWEN STACY

(laughing)

Wait, is your boss really like that? There is no way.

PETER

Well he isn't really my boss.

GWEN STACY

Thats right, your a freelance. But you know what I don't understand?

PETER

No, what?

GWEN STACY

Your the only one who gets the pictures of Spider-man, and he treats you like crap and then refuses to give you a job.

PETER

Well thats the way he is. Besides, I don't really want a full time job.

(a beat)

I have lots of other things to worry about.

GWEN STACY

Really.

PETER

you bet.

GWEN STACY

Haha, well, you probably had it better than that Eddie Brock guy did.

Peter looks up, interested.

PETER

Yeah.

GWEN STACY

I mean, one day we're at a party congratulating him, and then out of the blue he gets fired and dissapears!

(a beat)

I wonder what happened to him.

Peter looks out the window and sips his milkshake.

PETER

Well, you know, sometimes people are just gone, and then all of the sudden they might -

Peter sees someone out the window who immediately catches his attention. The man is walking amongst a crowd of people and his hard to see.

PETER(CONT.)

Show up....

Peter quickly gets up and walks across the diner to get a better look out of the window. Gwen Stacy Gets up and follows.

GWEN STACY

Peter, what are you doing?

Peter looks around, trying to find him again, and there he is, Peters eyes open wide. The man who Venom Killed on top of the roof, there, walking in plain site. Peter turns to Gwen.

PETER

Gwen, I need you to -

GWEN STACY

Whats a matter? What do you need me to -

PETER

I want you to go straight home, okay, leave right now.

GWEN STACY

Why? Peter why are -

PETER

I have to go do something, just go straight home now!

Peter looks her in the eye and then storms out the door, Gwen stares at him as he runs out.

cut to:

int. ciTY STREETS

Its just starting to get Dark, and Peter is trying to follow the man down. He then remembers what Venom said on the roof.

PETER(TO HIMSELF)

He's going after Jonah!

Peter stops and looks around at an alleyway. He looks at the man, who is walking incredibly fast.

PETER

This is no Job for Peter Parker.

Peter runs into the alley, and then cuts into a vacant lot, he quickly jumps in the air, starting to do a front-flip. As he is flipping, he pulls off his shirt, revealing the Spider-man torso, and then his pants, revealing the spider-man legs. Then, right before he lands, he pulls over his mask, and lands on his feet in full spider-man attire. He then quickly shoots up web and swings above the building.

cut to:

Spider-man is swinging above the city, following the man.

cut to:

INT. POLICE STATION.

The Lieutenant, Commissioner, and a bunch of police officers are in the station, some walking, and some sitting down at various desks. It is relatively quiet.

Then, all of a sudden they here an officer on over the police scanner.

officer(scanner)

Come in, we got a 2-1-3, repeat, we got a 2-1-3!!!!

Almost immediately after this report, an officer walks in holding a piece of paper. The rest of the office jumps in attention to these sudden occurrences.

The lieutenant and Commisionar quickly meet the officer half way.

LIEUTENANT

Whats going on?

The Officer hands him the paper, and lieutenant starts to read it.

OFFICER

This was just faxed from another station, its a 2-1 -

The Lieutenant drops his hand and then gives the Paper to Commisioner, who reads.

LIEUTENANT

2-1-3, We know.

COMMISIONER

How Many?

OFFICER

Just one.



cut to:

ext. outside station

The lieutenant, and all of the Officers frantically running out of the station into their cars. Then the Lieutenant, still walking, hands a nearby officer a small piece of paper.

LIEUTENANT

This is the Home Residence, I wan't this given to the rest. I wan't at least 3 officers stationed there!

OFFICER

Yes sir.

The Officer takes the Paper and swiftly runs off to join the others.

cut to:

INT. CITY STREETS


The man, walking seemingly faster than a normal one could. He quickly cuts through and alley and onto another sidewalk, and he see's Jonah, getting out of a taxi. The whole block is entirely Vacant.

cut to:

Spider-man, hiding behind one of the walls. He see's the man start walking behind Jonah, who has no idea he is bieng followed. The man walking behind him points his wrist forward, and shoots out a web missile, hitting Jonah in the back of the neck, knocking him out. The Man runs over and picks him up.

SPIDER-MAN

Jonah!!

Spider-man quickly leaps and starts sprinting toward the man, who doesn't see spider-man until Spider-man dives and tackled him and sends all three of them through a window into..

int. warehouse.

The warehouse is old, and worn down. Spider-man can barely see, but he sees the light switch and shoots his web at it. When the light come on, he See's the man, getting up, and grabbing Jonah. The man then quickly transforms into Venom.


VENOM

Dear God Parker! When We want you around, your impossible to find, but when We want some privacy, here you are!!!!

SPIDER-MAN

You've done enough, leave him go!

VENOM

Parker, We think we both know those others were appetizers. What would it be without the first course!

(a beat)

We both know We have a big stomach!

cut to:

city streets.

There is a parade of Police cars, each gunning it down the roads and each with their sirens on what seems like full blast.

cut to:

The lieutenant, in his car, looking simultaneously determined, worried, and frustrated.

back to:

int. warehous

SPIDER-MAN

Leave him go now, Eddie.

VENOM

We arent just going to hand him to, Parker.

Venom holds up Jonahs body and wiggles it in a taunting fashion.

VENOM

You gotta work for it.

Venom gives Peter an evil smirk, and then a terrifying laugh.

SPIDER-MAN

Thats it!!

Without hesitation, Spider-man quickly shoots a barrage of web Missiles out at Venom, who quickly Jumps up, landing on one of the rails, Jonah still in hand.

Spider-man quickly jumps up and tries to hit Venom with a back flip kick. But Venom dodges out of the way, and hits Spider-man blindsided with the body of Jonah Jameson, sending him crashing into the wall, and them smiling deviously afterwards.

VENOM

We don't know what your big fuss is about anyway Parker, we both know you can't stand this guy!

Spider-man quickly gets up and turns around.

SPIDER-MAN

Thats not the point!

He sprints toward Venom, who sits and waits for him.

VENOM(to himself)

Come on Parker...

Just as Spider-man is approaching, Venom tosses Jonah behind him over the rail.

VENOM

Fetch.

Spider-man's eyes quickly transition from Venom to Jonah in an instant, and he jumps completely over Venom, who doesn't move, and doesn't even look back.

Spider-man reaches out his arms and grabs Jonah's shirt collar just in time, and then shoots web onto the ceiling and quickly swings around, his feet pointing toward the back of Venom's head.

SPIDER-MAN

Lets see how you like...

Right when he gets withing inches of it, Venom Quickly dissapears and reapers on the other side of the room, and shoots out web from his wrists wrapping both of them in web and swinging them across the room, and into the wall next to him.

VENOM

Parker, try to be less obvious!

Venom quickly goes over to grab Jonah but to his surprise, Spider-man quickly breaks free of the web and gives him a right hand to the face, and then a left hand to the ribs, and finally a back flip kick to the chin, sending him stumbling back.

SPIDER-MAN

Like that?

Venom gets up and starts to roar, but as he does it Spider-man shoots out a glob of Web onto his face. Spider-man then runs over and punches him in the face again, sending him flying.

Spider-man runs toward him, but Venom quickly rips the Web from is face and sidesteps out the way, with Spider-man losing his footing. He then runs over and grabs Jonah. then he jumps up onto the ceiling, looking back at Spider-man and giving a terrible growl.

Spider-man quickly jumps in the air toward Venom, who then jumps out of the way onto the side of the wall. Spider-man then shoots web onto the cieling and swings himself up and off, landing next to venom on the wall.

They look like two spiders crawling next to each other. Spider-man then tries to punch Venom, who lets go of the wall and lands on the railing, with Spider-man's punch missing completely. Spider-man then also lets go, and lands. He then starts walking toward Venom.

VENOM

Pretty determined! How bout this.

Venom Holds up Jonah.

VENOM

We'll take half.

(a beat)

You take half.

At these words, Spider-man swings wildly at Venom, who quickly gets a straight shot to Spider-man's jaw before the wild swing can Land.

cut to:

CITY STREETS.

Police cars make a sharp turn onto another road. We then cut to the Lietenant, who speaks into his police radio.

LIEUTENANT

This is the street! Repeat, this is the street! Do you copy!

cut to:

A few other police officers in their cars.

POLICE OFFICER

Copy this is the street!

cut to:

POLICE OFFICER 2

Also copied!

cut to:

INT. WAREHOUSE.

The sound of Sirens can be faintly heard.

Spider-man holds his Jaw, and gets up, going again toward Venom, who smiles tauntingly at him. Spider-man throws another swinging right hand, which Venom grabs, and then Swings Spider-man into the wall.

VENOM

You never give up Parker, thats a good trait.

(a beat)

But Sometimes..

Spider-man Gets up, but Before he can throw a punch, Venom gives a right-hand to his stomach, and then again with his right hand hammer punches the back of his head.

VENOM

You Really should.

Venom picks up Spider-man from the Back of his head. Spider-man struggles to Break the grip. The Sirens start to get louder...

cut to:

CITY STREETS.

The Cop cars are driving along the street. One of the police officers notices the warehouse ahead.

POLICE OFFICER

Hey, check that out!

cut to:

lieutenant

What is it.

cut to:

POLICE OFFICER

The warehouse has the lights on!

cut to:

The Lietenant see's the warehouse and look of interest hits his face.

LIEUTENANT

That place hasn't been used in years! I wan't a unit to check it out, right away!

cut to:

POLICE OFFICER

Copy, we're going to it.

cut to:

INT. WAREHOUSE.

VENOM

You know, It makes us smile.

Spider-man Continues to try and break the grip of Venom.

VENOM

You're Spider-man.

cut to:

Cop cars approaching Closer.

back to:

VENOM

But underneath, your just a scared, little, boy -

All of a sudden, like a burst of sound, the Sirens on the cop cars permeate throughout the warehouse.

Venom drops Spider-man, but holds on to Jonah. He grabs his head with his hand and starts to shriek from the pain.

cut to:

The Cop Cars, parked outside. The Cops get out and slowly and cautiously make their way toward the warehouse.

back to:

Venom is having a very hard time dealing with the noise, continuing to hold his head and shriek.

Spider-man gets up.

SPIDER-MAN

I guess you didn't know about the noise thing.

Venom, still holding on to Jonah, gives him a roar and then, holding Jonah, Jumps onto the ceiling, once again giving a roar.

Spider-man jumps up there next to him.

SPIDER-MAN

I thought you guys communicated.

Venom smiles, twitching from the noise.

VENOM

It...it looks like the calvary stopped us from getting to the big boss...

Venom's smile gets increasingly big and evil. He continues to twitch. Spider-man looks at him with confusion, wondering why he is acting so humoured.

VENOM(CONT.)

But I still have the prodigal son.

Spider-man's eyes open wide with shock.

cut to:

int. outside warehouse

POLICE OFFICER

(to the rest)

Alright, he might be in here, if he is, do whatever you can to keep John Jameson alive, negotiation is nessecery!

cut to:

int. wareouse

Venom Continues to twitch, and then looks out toward the lights.

VENOM

You can have this one, but if you want Junior, then find him.

Venom dissapears, and drops Jonah, who starts falling toward the floor.

cut to:

The Police men run into the entrance of the warehouse, holding guns. They see nothing.

Then, the Body of Jonah Jameson shockingly falls into the shot, and before he hits the ground, he is stopped but a bunch of webbing, hooked onto a web line like a bungee chord.

The men are shocked when they see this, and they jump back in fright. They look up, and then the camera slowly pans up, following the webbing, until we get to top, Spider-man is gone, and the webbing is attached to the cieling. We here the shrieks of Venom as We...

dissolve out.

INT. HOSPITAL

DISSOLVE IN. Jonah Jameson lays in a Hospital Bed, his face is bandaged and his arms are cast. His Wife sits in a chair next to him, visually upset.

Policemen are outside of Jonah Jameson's Room. The Doctor is there talking to them.


cut to:

Spider-man, sitting on a rooftop, looking through the hospital window at Jonah Jameson, his head then drops in dissapointment.

cut to:

INT. POLICE STATION.

The Commissioner and the lieutenant sit across from each other in the office, several others are there. Mary Jane Watson is seen in the other room.

COMMISSIONER

How is she.

LIEUTENANT

Shaken up, pretty badly. Rubbing the arms, studdering the words....

COMMISSIONER

Well that experience, especially at her age, I can only imagine.

LIEUTENANT

Yeah, well its been a few days. I can't imagine what she was like the night of it.

COMMISSIONER

Did she have trouble talking about it?

LIEUTENANT

Yes.

(a beat)

But she did talk.

COMMISSIONER

What did she say?

LIEUTENANT

She says they were both watching a movie. The door was locked. The windows were draped over so they didn't see anyone coming.

(a beat)

Then, she says, there was a knock on the door. It was late, so they were hesitant to answer, but it didn't matter. They say the guy broke down the door.

COMMISIONER

I thought the door was locked?

LIEUTENANT

It was.

COMMISIONER

Did she give any pyshical account of the suspect?

LIEUTENANT

No, she says she doesn't remember a face.

(a beat)

Just a blur she says.

We cut to a shot on Mary Jane, looking like a deer in the headlights. We then cut to The lieutenant and Commissioner, looking at her

LIEUTENANT(cont.)

A blur.

fade out.

ext. outside city council.

We see the Police Commissioner standing at a podium, through a News station, the caption at the bottom reads "NYPD speaks on Jameson Disappearance".

Next to Him is the lieutenant, and a few Officers, as Well as The Wife of Jonah Jameson. Mary Jane Watson is also there, trying to hold back tears.

Surrounding him on all sides are citizens and various members of the press, holding up microphones. The flashes of many cameras can be seen.

COMMISIONER

The recent injuries of Jonah Jameson, along with the kidnapping of John, his son, is an unfortunate event. As a force we are working around the clock, extra hours to -

He starts continues talk, but as he does his voice starts to fade out as we pan back to see

INT. PETERS HOUSE.

Peter Parker is watching the news broadcast from his couch. As he looks on we see a mixture of depression and sadness on his face. The Look of dissapointment is Also apparent.

He then flashes back to Venom's face, saying "Come and Find him"

cut to:

ext. city streets

Peter walks along the sidewalk of NYC with his head down. He looks around.

As he walks, he sees newspapers and various flyers up on walls and street lights, all of which have John Jameson's Picture.

He continues to walk again.

He then stops at one that really gets his attention, it has a picture of John Jameson, and next to him is a photo of Spider-man. The Caption says "Jameson gone, City looks to Spider-man."

PETER(to himself)

They wan't me to find him.

Peter looks at the Caption for a few moments, he then picks the paper up, the camera zooms up on the caption, much like his own eyes are.

PETER(TO HIMSELF)

I don't even know where to start looking.

a beat

peter(to himself)

They want me to save.

(a beat)

But I don't think I can.

cut to:


INT. POLICE STATION

The Police station is almost completely empty, save for a few officers wandering the halls.

We cut around one of the corners to See Cletus Kasady and Dr. Dagglen conversing, though we cannot hear them. Dagglen is holding up a piece of Paper, that we can only see the back of.

cut to:

INT. KASADY'S CELL.

The piece of Paper Dagglen is holding in front of Cletus is a Rorschach test.

DR. DAGGLEN

What about this one?

CLETUS KASADY

This one? Same thing as the last one.

DR. DAGGLEN

And thats the same answer you gave me.

CLETUS KASADY

I can't help it!

Dr. Dagglen turns the Rorschach test around, looking at it himself.

CLETUS KASADY(CONT.)

What else could I see? White, pure white! Then BLAM, the black comes in, covers it, ruins it. I can only see the chaos!!!!

Dr. Dagglen puts down the test. He then gets up and stretches, and smiles.

DR. DAGGLEN

Well, Mr. Kasady. Good news.

Cletus doesn't say anything, he just smiles, looking on as if he knows something.


DR. DAGGLEN

Today is the day.

Dr. Dagglen sits down, and sticks his hand under his seat. He pulls out a briefcase.

cut to black.

cut to:

INT. PETERS room

We see a close up of Peters face, his face is looking emotionally tired. We zoom out, and we see he is looking down at his bed.

On the Bed, spread out, is his SPIDER-MAN COSTUME. Peter just stares at it, almost blankly, but not quite. As he is looking at it, he starts having flashes of Memory.

quick cut to:

1. Venom beating Peter up in the school.

2. Mrs. Dwary, and the Janitor, both dead in pools of blood.

3. Venom, Holding the man covered in Black.

VENOM

You need to know what failure is!

The words echo in his mind as we...

cut to:

int. kitchen.

Peter is sitting on the Kitchen Table, the words of Venom still fadedly echoing in his ear. In front of him, is the newspaper with his photo. He stares at the caption, growing slightly frustrated.

Just as he does that, a phone rings. But he doesn't answer it, completely ignoring it. He continues to stare at the paper, and then tosses it off the table in his anger.

At that moment, the answering machine starts to play.

machine voice.

Please leave a message after tone.

All of a sudden, we here a Man, just by the way he is breathing, we can see he is struggling. In

Peter quickly shoots himself up, and runs over to the phone, and picks it up.

The voice on the other side struggles to get his words out.

VOICE

(studdering, crying)

He-hello?

The voice is that of John Jameson. In the background we can faintly hear the smashing of a bell.

PETER

(yelling)

JOHN!!!!

JOHN

Please if...if anyone is..

PETER

JOHN!! WHERE ARE YOU!?

JOHN

P-lease, I need, I-I -

John's voice suddenly stops, and his followed by a soft chuckle, a chuckle which then builds up to a laugh. The laugh is the that of Venom. The Smashing of the bell can still be faintly heard.

Peters face drops and his eyes widen in fear.

VENOM

Where've you been Parker?

PETER

Eddie, where is Jo-

VENOM

We've been waiting..

PETER

Eddie, you need to stop thi-


VENOM

Not looking hard enough? Bieng Lazy Parker?

PETER

Tell me where he is....

VENOM

What did I say? You gotta work for it -

PETER

TELL ME WHERE HE IS!

VENOM

Parker, just follow the clues!

The bell ringing is heard, and the phone hangs up.

PETER

EDDIE!!!

Peter, hangs up the phone, exaggerating the action. The then falls on the floor and puts his hands on his face.

dissolve cut to:

He gets up, and starts pacing back and forth, trying to think about Venom's words.

VENOM

Follow the clues.

He continues to pace, and then remembers the faint clanging of the bell, and then stops in his tracks. The sound of the bell rings in his head again, and He has a quick flash of the church, with the bell-tower on top.

PETER

The church..

(a beat)

He at the church.

Fast paced music starts to play and we....

quick cut to:

int. peters room

Peter is standing over his Bed, looking at his costume now with determination, rather than depression. The dramatic music continues to play as we cut into a MONTAGE!!!!!!!!

MONTAGE

1. A desk, we then see Peter's hands come in and place down the web shooter.

cut to:

2. We see peters hands fumbling and moving the web shooters around, he picks up the tools next to him and stats to use them.

cut to:

3. He continues to use the tools on it, next to it now are a few items that looks like they were taken from chemistry class.

end montage.

cut to:

ext. nyc skyline.

Spider-man Swings from offscreen over NYC. We don't follow him and we just see how he moves away from us as he is swinging.

cut to:

EXT. CHURCH

Spider-man is climbing up the side of the church. The Camera then pans around and we see his view as he looks up, above is the top of the bell tower.

cut to:

Spider-man jumps in the bell tower and is taken back by what he sees, In front of him is John Jameson, tied up to a chair with thick webbing, with ductape on his mouth.

SPIDER-MAN

John!!!

Spider-man runs over to him.

SPIDER-MAN

Don't worry

(a beat)

I'll take you somewhere safe.

Spider-man goes behind him and tries to rip the webbing off, struggling to do so. While e is doing this he is constantly looking back and forth, for Venom.

He screams as he gives one last glory tugg, and the webbing finally rips, sending Spider-man falling back from the kickback.

He gets up, breathing a sigh of relief, walks over to John. He then stops and glances at the bell, and then at John again, noticing something in his ears. He suddenly realizes what is happening and quickly runs over to John, and pulls out the EARPLUGS in his ears, and then punches him in the face. He then runs over to the bell and quickly rings it.

John covers his ears form the pain, then changing form revealing himself to be EDDIE BROCK! Eddie gets up and smiles.

SPIDER-MAN

Where is he!!!

EDDIE

(smiling)

We don't know.

(a beat)

We misplaced him!!

Eddie quickly moves toward the edge of the tower, about to jump off. His body language shows that he wants Spider-man top follow.

Spider-man sprints toward Eddie, but at the last second Eddie jumps off, and while he is falling, the symbiote covers his body and turns him into Venom, who then shoots out web and swinging through the buildings. Spider-man jumps after him and starts to follow.

cut to:

EXT. NYC SKYLINE.

They Swing over the city, Venom toying with Spider-man, who is hellbent on Catching him.

VENOM

(yelling)

Come on Parker!!

(a beat)

Keep up!.

Venom shoots out web and swings again, but this time, he doesn't let go, he uses the web to SWING BACK, at the same time Spider-man is moving toward him. Just as they are about to crash, Venom punches Spider-man, who loses the grip of his webbing. But then Spider-man shoots web out at Venom and pulls himself toward him, using his two feet to kick him in the face.

As Spider-mans body is gliding over Venom's, Venom leans back, reaches out his hands and grabs the back of Spider-mans head, and THROWS him towards one of the buildings.

Spider-man hits the side of the brick wall, and then sees Venom coming quickly toward him. Venom leaps off his web swing and leaps toward Spider-man, who does a BACKFLIP CRAWL up the wall to avoid Venom's attack. Venom then goes invisible, and spider-man quickly leaps up on top of the roof. He then looks around, waiting for Venom to appear, waiting, and then..

A Punch to the back of Spider-man's head, sending him collapsing forward.

VENOM

Here We are!!

Spider-man gets up.

VENOM

You know Parker, It seems to us that we all overreacted.

SPIDER-MAN

For the final time eddie, WHERE IS John Jameson!!

Spider-man throws a punch at Venom, who blocks it with his arm and then head butts spider-man in the face.

VENOM

We told you before. We had him in our sights.

(a beat)

We turn around for a few seconds and WAM he is gone.

Spider-man tries to throw another punch but before he can, Venom quickly punch him in the stomach, and then gives him a kneecap to the face.

Spider-man stumbles back and then looks at his wrist. Then looking at Venom.

VENOM

Checking the time Parker?

Spider-man runs toward Venom, and cocks pack his fist, and then shoot his punch out, and STOPS HIS ARM in the middle of the motion, feigning the punch.

Venom is faked out by the motion, but by reflex still throws a wild punch.

Spider-man sees his chance, and ducks underneath and out the punch, he then uses his right hand to chop the side of his left wrist. As he does this, FIRE shoots out of it onto Venom's face. The symbiote pulls back, revealing the face of Eddie.

Eddie screams, as well the symbiote is screaming.

SPIDER-MAN

This thing....

Spider-man looks into Eddies struggling eyes, and then starts ripping the symbiote off of his body.

SPIDER-MAN

It didn't create a monster.

(a beat)

It was a monster.

He continues to rip off the symbiote, throwing it off the roof. Eddie and the symbiote are both screaming in agony.

SPIDER-MAN

And it amplified one.

Eddie tries to resist but Spider-man punches him in the stomach, then continuing to rip off the symbiote.

Then, the symbiote, seemingly having enough, quickly detracts from eddies body an then falls over the side of the roof. Eddie yells and then reaches his arm out for the symbiote.

EDDIE

NO!!! I-ca- WE can't -

SPIDER-MAN

No more Eddie..

He throws the injured Eddie to the ground, who lays in agony.

SPIDER-MAN

Your other is gone....

Eddie tries to Punch Spider-man, who grabs it and squeezes.

SPIDER-MAN

And your power.

Spider-man gets up, and walks toward the edge of the building. He looks at the fallen Brock.

SPIDER-MAN

Find your own way down.

With that Spider-man jumps off the building, and swings away in triumph.

cut to:

ext. city sidewalk

We see a bunch of people walking along, and then, out of the Alleyway We see Peter emerge. We see him sneakily stick his mask in his coat pocket.

He then starts walking down the sidewalk.

PETER

Now to find Joh-

He is stops what he is saying and he look up at the giant TV moniter on one of the buildings. It has an anchormwoman speaking, with a picture of John Jameson in the upper corner. Peter becomes instantly attentive.

WOMAN

- The deaths of these great men is a tragedy of highest porportions. In other news a fall and rise from grace all happened today in what seemed like NY minute.

(A beat)

John Jameson, recently the victim of a kidnapping, is now the attained murderer of a 17 year old girl.

Peter's eyes grow big, and then, on the screen, Gwen Stacy. picture appears. Peter looks in disbelief.

PETER

(shocked)

No....

(SCREAMING)

GWEN!!!

WOMAN

The attainment of John Jameson came in thanks to Eddie Brock, who was fired from the daily bugle some time back for false reporting. Brock luckily had a camera with him and Provided police with photograph evidence of the death of the young girl at John Jameson's hands.

Peter starts to tear up.

PETER

NO!!!!!

CUT TO:

INT. PETERS HOUSE.

Peter stumbles in the house, no one is home. He starts crying his eyes out. As he walks in the kitchen, he knocks down chairs, and things on the counter.

He wipes his eyes and then looks on the table, and a look of confusion enters his face as he see's an envelope with his name on it. He picks it up, and notices sticky red liquid on it. He opens it up to see a letter. As he reads it, We hear EDDIE BROCKS voice.

EDDIE

Dear Parker....

dramatic music plays.

EDDIE

Regardless of how today turns out...

We see a flashback View of Eddie Brock, disguised as another man, breaking down John Jamesons and Mary Janes door, and knocking out John. Mary Jane screams.

Peter reads the letter, his eyes open, he looks to be in the middle of screaming his lungs out and crying for his life.

EDDIE

We think we both might need a break.

We see Gwen Stacy in her Kitchen through a window.

EDDIE

Some time to get our heads right.

We see Eddie Brock walk toward the front door of her house, and transform into JOHN JAMESON.

EDDIE

So you might not be seeing much of us.

We see Eddie Brock, as John Jameson, break down the front door and Shoot Gwen Stacy point blank.

EDDIE

But We left something for you. So you won't forget...

We pan out from her house across the street, and wee see a telephone pole. Attached to it with big thick Venom Webbing, is a camera.

EDDIE

Something to remember us by.

We see the outside of the police station.

EDDIE

Parker, enjoy this carnage, this chaos we've left you.

We cut inside the police station, and start moving slowly down the hall.

EDDIE

We know you will though Parker, you won't have trouble, you were and amazing spider-man..

Peter looks and drops it, his eyes looking large and blank. he then stumbles backwards, and falls against the wall.

We cut back inside the police station, and Pan around to Kasady's Cell, just when Dagglen is taking out the briefcase.

When he opens it, a thick red symbiote seaps out. kasady looks at it and smiles with anticipation.

We then cut outside the building, and see Dagglen walk out, transforming and revealing himself to be EDDIE BROCK.

We then cut inside Kasady's cell, he smiles and laughs manically as the red symbiote covers his body.

We then cut to outside the cell, with 2 gaurds standing there. Kasady breaks through, but he is no longer Kasady, he is now CARNAGE. This comes as a shock to the gaurd, who Carnage quickly stabs and impales with his blades arms.

We cut to Carnage, moving down the hallway, it looks as though he is floating. Sirens in the background are heard. and behind Carnage we can see a slew of dead bodies.

Then, around the Corner, the lieutenant and the Commissioner appear, with guns. Carnage quickly uses his arm to impail the Commisioner. The Lietenant tries desperately to shoot Carnage, but to no avail.

We see Carnage from the first person view of the Lietenant. Carnage then makes his hand into an axe and swings at the screen, and we.

Cut to black.

Arcade fire's - nieghborhood#3(power out) plays, and the credits roll

[Dale]

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