Written by

Barry Cohen and Ted Newson

and

James Cameron

2nd Revision by

Joseph Goldmari and James Cameron

and

John Brancato

SECOND REV.
7/29/93

FADE IN:

INT. PROFESSOR OCK"S PRIVATE PHYSICS LABORATORY, THE
CYCLOTRON ROOM (CREDIT SEQUENCE) - DAY

A mighty WARNING KLAXON assaults our ears. A FLASHING RED
WARNING LIGHT stabs our eyes.

Several DIALS go into the RED. A hand pushes aside a
YELLOW THERMOS and pushes forward a RED POWER THROTTLE.
We hear the WHINING UP of a cyclotron. A DIGITAL DIAL
climbs to "5% POWER." A SPIDER crawls across a DIAL.

Begin OPENING CREDITS.

THE CYCLOTRON ROOM is in an old basement full of peeling
paint and plumbing wrapped with TAPE. Leaks are here and
there. COBWEBS are all around.

DOCTOR OTTO OCTAVIUS (OCK) is a strong but strange
featured man in his mid-fifties.

His assistant, WEINER, hovers nearby looking on. He's
open mouthed with a mindless kind of curiosity. WEINER is
a local, small-time hood hired by OCK to circumvent the
school administration and to "procure" whatever OCK needs
for his experiments. He shades his eyes against a searing
BLUE-WHITE BEAM that erupts from the WINDOW. THE ROOM IS
DIVIDED INTO A CONTROL ROOM AND THE EXPERIMENT CHAMBERS.

WEINER
Whoa, whoa, whoa... what's that?

With a WHOOSH, the WINDOW EXPLODES, showering the TWO with
shards of GLASS, and throwing them to the floor.

OCK
(rising)
We begin again... let's kick in that new
transducer. See if we can double the
power output.

WEINER
(rising more slowly)
Whoa, Doc... wait a minute...

But OCK is already at the THROTTLE. The cyclotron whirls
up. The lights go on. Louder, brighter than before. OCK
looks through the broken WINDOW into the EXPERIMENTAL
CHAMBER. The POWER DIAL inches upward, "eight, nine..."
the BLUE-WHITE LIGHT is blinding now. The WHINE pitch is
shattering.
END OPENING CREDITS.

OCK
Okey... dokey!

The POWER DIAL hits ten.

EXT. EMPIRE STATE UNIVERSITY - DAY

As STUDENTS go to class, the sound of the cyclotron spills
out of the SCIENCE CENTER onto the grounds of Empire State
University.

We see PETER PARKER, a pleasant faced senior who's among
the top in his class. Sincere and serious, he has yet to
develop a way with women.

LIZ
(falling in step)
Hiya Peter...

LIZ ALLEN is also a senior. She's beautiful and
intelligent.

PETER
(ardent but
uncomfortable)
Hiya Liz... how're you doing...?

LIZ
(teasing softly)
How'm I doing what?

HARRY
Peter! Peter! Wait up!

HARRY is the school nerd. A quirky kid who, like PETER,
can be a little backward around girls, especially pretty
ones like Liz.

HARRY
(to Liz)
Would you, uh... excuse us for a minute?

Despite PETER'S protesting body language, HARRY pulls him
away like a conspirator.

PETER
What is it? what...

HARRY
Did the Astro-Physics Journal really
accept your paper?

PETER
(laughs, embarrassed)
Yeah... well... all I got's the data but
they've agreed to publish it when it's
finished. You know... it's my
calculation on the Planetary Conjunction.

HARRY
And its influence on the anti-force.
Isn't it?

PETER
Yes. Look, Harry, I am busy with...
(indicates Liz standing
there)

HARRY
Yeah, you and the rest of the class.
Every one is busy with Liz.

LIZ
(growing impatient)
Peter?

A HAND reaches in and smacks her bottom.

FLASH
Hiya, cupcakes...

LIZ
(elbowing him
affectionately)
Flash...!

They kiss and walk away.

HARRY
(sneering)
And Flash is the busiest of them all...

PETER
(disappointed)
Come on, Harry... we'll be late for
Octavius.

HARRY makes a gesture dismissing OCK as crazy.

HARRY
Ock is nuts, don't you agree?

PETER
Ock is a genius, Harry. Crazy, Yes! But,
a genius misunderstood, and unappreciated.

INT. CYCLOTRON AREA HALLWAY - DAY

It is a basement hallway full of LOCKERS which STUDENTS
are banging open and shut as they put stuff in and take
stuff out. In their midst, a MAN is banging on the door
marked "Cyclotron Room - Authorized Personnel Only!"
Professor ROSOMORF, SIXTISH, respectable, a good old
fashioned professor, he's the head of the Physics Dept.
With him is ALEXANDER THORKEL, a 40-ish, Waspish school
administrator. For a scientist as crazily focused as OCK,
THORKEL is a natural enemy.