Ultimate Spider-Man Episode 1: Powerless.

Script By Roby D’OttaviCharacters owned by Marvel Entertainment and Sony Pictures.

Spider-Man created by Stan Lee and Steve Ditko

We see a high school; the high school name is Midtown HighWe see a shy nerd, that’s Peter Parker.Peter walks over to Sally, Sally is a beautiful girl, blonde, but ultimately does not know Peter exists.Peter: Sally, do you want to go with me some time, to a movie or something?Sally: You know Peter; I always wanted to go see a movie with a nerd like you.Peter walks away, we see Sally laughing, all of a sudden Flash Thompson walks in.Flash: What we all laughing about guys?Sally: Peter asked me out ahahaFlash: Oh My God, Peter your such a tool, ahahahaha.Peter: good morning Flash.Peter walks off, we then hear a monologue Peter: Yeah, that’s my life, ask a girl out and then I get given crap about it. I live with my Aunt and Uncle, my mum and dad disappeared when I was young. I have been searching to see what happened to them my whole life, but I haven’t found anything.We see a stunning girl walking over to Peter, her name is Liz Allen, she is a brunette, is not very bright, but has always had a crush on Peter, despite being in Flash Thompson’s group.Liz: Peter, Peter wait up.Peter turns around.Peter: Liz, what you doing here.Liz: I was wondering if you were free, Friday night?, I have not been doing to well in the recent tests and I was wondering if you could Tudor me.Peter: I’m free, I’m free every night.Liz: good, Ill see you on Friday then, or in class.Peter: yeah, that be great.Liz walks off, we then see Peter stare at her, we hear music playing, preferably Coldplay.Liz looks back at him and Peter waves, when all of a sudden Flash throws a football at Peter.Peter gets hit in the head and falls to the ground, he has a bloody nose, we then see Flash walk up to Peter.Flash: Peter, you think you can hit on my girl and get away with it?, do you?Peter is coughing up blood, we then see Liz running back.Peter: Bite me Flash!Flash: UghhhhhhFlash kicks him in the stomach, Liz runs in and tells Flash to stop, when Sally pushes her away.Sally: kick Peter’s ass.

We then see Harry Osborn walk in and spear tackle Flash to the ground.Harry: get the hell away from my friend jerk.Flash: what the hell Harry, I thought you were cool.Harry: Flash, you are the real loser.Flash gets up and walks away; we then see Liz and Harry help Peter up.Peter: did you get him Harry?Harry: I can assure you Peter, he wont be bugging you anymore.Peter: great, I need the nurses’ office.Peter faints, we then cut to Peter on his bed in his room,Peter: Aunt May, Uncle Ben.Uncle Ben walks inUncle Ben: you’re up, kiddo. Heard you fell at school todayPeter: Yeah, I tripped pretty badly.Uncle Ben: I know what happened Peter, the boy, Flash Thompson Peter: how did you know?Uncle Ben: that girl, Liz Allen she told me when I went to pick you up.Peter: really?Uncle Ben: yeah I found out.Peter: no, Liz actually cared about me. That’s insane.Uncle Ben: Peter, ask her out, take her to a movie, something you young kids do these days.Peter: I’m tutoring her on Friday, does that count?Uncle Ben: close enough, just don’t tell Aunt May that Flash hurt you, just follow my lead if she asks. Ok?Peter: sure thing.Peter walks down stairs for dinner.Aunt May: My poor boy what happened to you?Peter looks over at Uncle Ben.Uncle Ben: he tripped while on his skate board, bastard of a thing.Aunt May: Pete I tell you all the time they are death traps.Peter: wasn’t my fault it was the stupid curb.Aunt May: I cooked your favourite tonight.Peter: Meat Loaf?Aunt May: no, Pancakes!Peter: at dinner?Aunt May: you deserve it, for being so brave.Peter eats all of the pancakes and then goes to sleep, he has a nightmare about when his parents left him.We cut to a 8 year old Peter.Peter walks in Aunt May and Uncle Ben’s living room and overhears what his parents are saying.Mary Parker: Peter, go up stairs.Richard Parker: Mary, we have to tell him.Richard walks over to Peter.Richard: Peter, you have amazing abilities, I have high hopes in you, but your going to have to stay with your Aunt and Uncle, for a little while.Peter: why? Where are you going? What about mum?

Richard: There is something we have to do.Richard Parker gives Aunt May a folder it has everything about Richard’s past at Oscorp, and has secret documents.Peter gets up and tries to chase after his parents who are outside the door, Peter is running but the door is getting further away, when he falls out of the bed and lands on the floor. Peter walks downstairsPeter: Aunt MayAunt May: yes dear, how are you feal…Peter: I want to know about my dad, I want to know everything.Aunt May: Ben, Ben get in here.Uncle Ben walks in.Peter: where is the folder?Uncle Ben: Peter what are you talking about?Peter: my dad’s folder, he told me it had his secrets.Uncle Ben grabs Aunt May and takes her into the other room, we hear them whispering.Uncle Ben: he is too young.Aunt may: for god’s sake Ben, he is 16 turning 17 next month. I think he is old enough.Uncle Ben: Peter come with me.Peter and Uncle Ben walk downstairs into the basement, we see many things, and then we see a desk.Uncle Ben: In there.Peter opens the desk up, and he finds the folder.Peter: Thanks.Uncle Ben: Peter, don’t let any of this change you.Peter walks upstairs and goes to his room, he then opens the folder and has a look inside, we see him grab photos, pens, papers, and he grabs something, documents. Peter: what the heck is this?Peter reads it, he looks and it has diagrams on a cure for cancer.Peter: Oh My God.He then sees the massive logo of Oscorp.

Peter runs downstairs.Peter: I got to go to school; today we have a field trip.Aunt May: where are you going?Peter: to find the truth. Uncle Ben walks in.Uncle Ben: common kiddo, don’t want to be late?Peter: can you drop me off at school, they will take me to Oscorp.Uncle Ben: sure thing bud, how’s that boy Harry doing? Peter and Uncle Ben walk outside with Peter, Aunt May smiles at the both of them.

We see the bus at Midtown HighUncle Ben: there it is Peter, Peter goes to get out when Uncle Ben grabs his hand.

Uncle Ben: school doesn’t start until 9:30 anyway.Uncle Ben: Peter, we all have a choice, but the real people, the people who make the difference don’t have a choice they just have responsibility.Peter: Uncle Ben, why are you giving me the corniest slogan in film history?Uncle Ben: Peter, remember with Great Power, must also come Great Responsibility.Peter: ill see you later Uncle Ben.Peter gets out.Peter walks over and we see him wave to Harry Osborn, his best friend, but today Harry has a new female friend.Peter: whose this?Gwen Stacy: Gwen, Gwen Stacy. I’m a friend of Harry’sHarry: yeah, Pete, meet Gwen, Gwen meet Pete.All of a sudden Liz Allen comes walking in.Liz: Peter, do you want to sit next to me, on the bus?Peter: yeah, yeah I would love that.Peter and Liz walk off onto the bus.Peter: why, did you want to sit next to me?Liz: I don’t know, oh I was wondering if, instead of studying on Friday, if we could go to Flash’s party?Peter: you know how Flash and me get along don’t you?Liz smiles at Peter.Liz: is that a yes?Peter: Yeah, ill be there.Liz: great!, what are we doing at Oscorp today?Peter: I think they are showing us some new experiments.Liz: cool,We see Flash walk on the bus.Flash: Puny Parker how you going did I hurt you?Liz: Flash leave him alone.Peter: Liz its fine, Yeah Flash you did hurt me.Flash walks up to Peter and bumps him.Flash: Loser. Liz: don’t worry about him, he is just a big retard.Peter: I know, I just don’t want him to think of me as a loser, I want to show him I’m different.Liz: that’s what the party is for.

The Bus stops outside Oscorp.Peter walks off the bus and looks up at the massive tower.Liz: Peter hurry upPeter walks over to Liz.Harry: How did Peter land her?Gwen: bit jealous huh?Harry: very.Gwen and Harry walk inside.We then see a scientist called Dr Otto Octavious walk in.

Dr Octavious: Hello Midtown High, I am on of Oscorp’s leading scientists, if you cannot see my name card, my name is Dr Otto Octavious. Harry: I no, don’t look at me, come on Otto don’t look at me.Octavious: Harry! Harry Osborn is that you?Harry: Hi Otto.Octavious: your father wants to speak with you.Harry: ok.Harry walks off to go upstairs to his father’s office.Octavious: we should get going then.The class walks off. Octavious: since 1973 Oscorp Industries has been helping those who need it, creating cures to many diseases and we are currently trying very hard to create a cure for Cancer.Peter: no way.Octavious: yes way, we are working very hard, whats your name?Peter: Parker, Peter Parker.Octavious: your father, Richard, he made the original design.Octavious: Peter, come by here sometime over the next week if you want to talk about your father.Peter smiles, and keeps walking along with the rest of the class.Dr Otto Octavious shows them a radioactive experiment, when a spider crawls into the experiment, and become radioactive.The Spider then crawls onto Peter’s left hand and bites him right where the vanes on his hand connect.Peter: AaahhhhhLiz sees PeterLiz: Peter, Peter Peter falls to the ground Flash crushes the spider. Flash: suck it spider.Octavious: someone quickly call an ambulance this boy has fainted.The room goes black and we see Peter wake up.

He is in his room.Uncle Ben: Peter I feel like I just said this, what happened?Peter: the spider, the damn spider, it bit me.Uncle Ben: are you ok?Peter: I don’t know, do I have a fever?Uncle Ben: stay there Ill go get a thermometer.Peter: thanks.Uncle Ben comes back up stairs and we see Peter snoring and fast asleep.Uncle Ben: don’t worry Peter, its just Growing pains.

Peter wakes up, and walks down stairs.Peter: uncle Ben what time and day is it?Uncle Ben: its 8:35, and its FridayPeter: I’ve got a party tonight.

Uncle Ben: whose party?Peter: Flash Thompson.Uncle Ben: isn’t he the boy who hit you?Peter: yeah, but it doesn’t matter.Uncle Ben: Peter, like I said you have great gifts, just don’t use them for evil.Peter: what do you think I’m going to do, I’m not going to blow up a bank or kill someoneUncle Ben: Peter, calm down, I was just explaining.Peter: well stop, I’m 16 for god sake.Peter runs outside the house.Aunt May walks in the room.Aunt May: what happened?Uncle Ben: Growing Pains May, that’s all.

Peter is walking to school when he sees a guy getting mugged.Thief: give me the money, NOW!!Peter walks over.Peter: hey stop, leave him alone.Thief: get out of here kid, unless you want me to beat the living hell out of you.Peter: oh my god, did you seriously just tell me to get out of here? Because the only thing that should be out of here is your fashion taste, I mean come on you are mugging a dude and you are wearing the most stereotypical muggers out fit ever.The thief drops the guy and goes to punch up Peter. Peter dodges the punch, the thief throws a knife, and all of a sudden time slows down and Peter reacts and he sees the knife coming and dodges it.Peter: that all you got?The thief runs at Peter, and Peter punches him in the face and he falls to the ground unconscious.Peter: you ok?The victim looks at Peter in disbelieve.Victim: who are you?Peter: I can’t say that, but let me say you will see a whole lot more of me.Victim: thank you, thank you so so much.Peter: its fine.Peter walks off.

We then cut to Midtown High.Liz: Pete, how you doing?Peter: better than yesterday.Liz: Pete, you still going tonight?Peter: would not miss it for the world.Liz: good, maybe you might get lucky.Liz walks off, and smiles at Peter.Peter: wow, does that make me her boyfriend?Gwen and Harry walk over to Peter.Gwen: Peter, what happened yesterday?Peter: a bug bit me.

Harry: jeez dude, I’m sorry I wasn’t there, my dad had to speak to me.Peter: I’m fine now, you guys going to Flash’s tonight?Harry: yeah, you bet.Peter: Gwen?Gwen: I guess so.Peter: ok guys, see ya.Harry: he’s in a rush.Gwen: he is in love, Harry you dummy.Harry: with who?Gwen: Serious, you don’t know?

Peter walks up to Flash.Peter: Flash, Flash I want to talk.Flash: Parker, what’s up?Peter: why so nice?Flash: I saw what happened yesterday, It looked like it hurt, any way what you want?Peter: I was wondering if I could crash at yours tonight after the party?Flash: yeah man, that’s the least I could do, my parents are gone for the month so the house is all mine.Peter: thanks man, see you tonight.Flash: yeah.Kong: Flash, are you friends with Parker?Flash: he is not that bad of a kid. He is just miss understood.

We hear the final bell of the day, and Peter walks with Flash to his house.Flash: make your self a home Parker. There’s beer in the fridge or water in the tap.Peter: thanks man, I was wondering if Liz talked you into not hating me?Flash: dude, Liz is madly in love with you, she turned the whole group around.Peter: No wayFlash: yes way, so you kissed her yet?Peter: no, I mean look at me. Do I look like I have kissed her yet?Flash: Peter, I got some spare clothes, there my brothers, he is 14, they’re about your size. you can change if you want?Peter: nuhm I’m good.Flash: party starts soon, you want to get ready.Peter: I’m ready dude, I told you that.Flash: fine, but if you don’t score with her I will seriously kill you, ahahaPeter: yay, i guess?Then we hear a knock at the door,Flash: Here We Go!Flash opens the door and its just a pizza guyPizza Guy: I have an order for 22 pizzasFlash: yeah just put them on the table.Peter: yeah, Flash here we go indeed.Flash: shut up.The pizza guy leaves, we see Flash and Peter waiting.Flash: its 9:00 where the hell are they?

We then hear a knock at the door.Peter: don’t risk it Flash, ill do it.Peter: Here We Go!!Peter opens the door and everybody barges in and then we see Liz, walking slowly like a normal person.Liz: Pete.Peter: Liz.Peter goes for a hug and Liz goes for a kiss, in the end Peter lets Liz kiss him.Flash: Get In There PETER!!!Peter: Funny, guys very funny.Gwen and Harry arrive together.Peter looks over at Gwen and sees her with Harry.The party is going on, we then hear a knock at the door. Uncle Ben opens the door only to find Peter and Liz locking lips.Uncle Ben: Peter!!Peter jumps up.Peter: What the hell are you doing here?Uncle Ben: you are so grounded,Peter: I got to go, guys, but live long and Prosper !!!We hear the people yell out yeahhhhhWe then see Liz; she has a tear in her eye.

Uncle Ben is pulling Peter by the shirt.Uncle Ben: What’s going on with you lately?, how could you be doing that to her?Peter: What the hell was I doing wrong?Uncle Ben: I saw your hand PeterUncle Ben: your father he knew so much…..Peter: Ughhh you know what screw you, your not my dad, your nobody I will never listen to you, and if my dad knew so much, then where the #@#$ is he?Peter runs off into the night.Uncle Ben: come on Peter snap out of it, you can do it.

We then see Peter walking past a Wrestling arena, it says $5,000 if you can beat Crusher Hogan.Peter: I need a suit, hey is that Halloween shop still opened?Peter walks past the shop, called “Stan’s Costumed Heroes”Peter buys a mask and a swimsuit that is red.Peter: lucky I’ve got sneakers on.Peter walks inside, he is seen in the line up to fight.Register lady: You understand the UCW is not blamed for any injuries you will suffer?Peter: yes, wait what will?Register Lady: name?Peter: Ummm The…… Spectacular Spider-Man.Register Lady: how about Spider-Man?Peter: that’s what I said, just one word is different.

Crusher Hogan: No one, I repeat no one, can ever take down Crusher Hogan, I am to good for all of you little dumplings. Spider-Man: well maybe you do have a problem, and its called Spider-Man!Hogan: what a gay ass name.Spider-Man: aren’t you nice to the gay community?Hogan: ring the damn bell so I can crush this bastard, he already has pissed me off.Spider-Man: oh, I’m scared The bell rings.Hogan: aghhhhSpider-Man: pssst, you beat me, please.Spider-Man trips him.Spider-Man: did you slip on the banana peel of your failure?Hogan: aggghhhhSpider-Man punches him in the noseSpider-Man: your parents don’t love you, that’s why you are here, earning your fathers respect.Hogan: don’t you ever bring my mum into this!!!Hogan is throwing wild punches at Spider-Man, Spider-Man is dodging all of themThen Spider-Man Grabs Hogan and Slams him into the mat of the ring, the crowd erupts with excitement.Announcer: Your winner……. SPIDER-MANSpider-Man: Yeah, suck it, I’m the best.Spider-Man walks backstage to collect his $5,000Owner: you did good out there kid, but im gonna have to give you less, im only giving you $1,000 Spider-Man: no, that’s bull, I want $5,000 your add said $5,000 im not leaving without it.Owner: kid, here a suit the designers wanted to give it some guy, but you got gifts man, I would love to see you come back and fight again.Spider-Man: I’m out of here.Spider-Man takes the suit and the money and walks off.Then we see a man with a gun walk in.Gunner: I want the money in the bag now.Owner: security!!Gunner: put the money in the bag now.The Gunner hits the guy in the head and takes the money.Spider-Man sees him running at him.Spider-Man opens the lift for him.Owner: stop that guy he’s got my money.Owner: you, you could have stopped that guy, now he is gone.Spider-Man: when I get my $5,000 ill think about stopping him.Owner: I never want to see your face around here again, understand me!!Spider-Man: go back to counting your money.Spider-Man walks off.Peter changes into his normal clothes on the roof of the building.Peter: Peter, bad move changing on the roof at night when it is this cold.

Peter looks at his hands.Peter: I wonder…Peter then see a wall leading to another building, he starts to climb the wall.Peter: Oh My God. I am a fricking Spider.Peter then climbs down to the streets and asks for a cab.Peter arrives at his house.He sees Police cars waiting outside, Peter: oh no.Peter runs inside.Peter: Aunt May, Aunt May!!, Uncle Ben, Uncle BenWe then see Captain Stacy walk in.Stacy: Peter, I am Gwen’s dad, your uncle has been shot.Peter starts crying.Peter: Oh, NO, NO your lying please tell me this is some insane joke?Stacy: we have traced him to an abandoned warehouse, not far from here.Peter goes upstairs, he gets the suit that the wrestling guy gave him and puts it on.He then jumps outside of his window and follows the police cars, jumping on top of each car.Peter: I’m going top kill him, make him suffer.We see Police Men looking at Peter in the suit.Peter: don’t mind me officers the names Spider-Man.Spider-Man then jumps onto the warehouse building.

We see the killer he has a mask on, looks like a beanie with holes in it for mouth space and eye space.Killer: Oh, My God what have I done.Killer: its ok all I got to do is hold them off till the moon goes down and then I can just run away when it’s dark.Spider-Man: You’ll never escape again, Murderer.Killer: who are you.The Killer looks around, he sees these big White eyes.Killer: AughhhhThe Killer starts running.Then Spider-Man jumps and scares him.Spider-Man: BoooKiller: who the hell are you?Spider-Man: I’m…..The Killer shoots his gun and hits Spider-Man in the shoulder.Spider-Man: aughghhhhKiller: I got to movie I must be seeing things. Spider-Man: now you have pissed me off.Spider-Man: there is no place; I repeat no place on earth you can hide from me.Killer: What are you….Spider-Man: Something you created.Spider-Man grabs his gun and then punches him.The Killer: falls onto the ground.

Spider-Man grabs some rope and ties him up.Spider-Man: webbing would make this so much easier.Spider-Man: no, no way ,its you. We then see a light shine on his face and we see the Gunner from the wrestling place.Spider-Man: I could have stopped you.We see Captain Stacy talking.Stacy: I hate to do it but we will have to rush him, all units get in there….Officer: Captain Stacy, look.We See Spider-Man standing on the building.Captain Stacy: Fire at him….The Police fire at Spider-ManSpider-Man: nobody ever understands the concept of the mask.Spider-Man is running away.Spider-Man: I’m a good guy!!

We then see Peter standing on a building.Peter: My fault, its all my fault, if only I had stopped him, when I could, Uncle Ben would still be here, and now because of a stupid teenage mistake he is gone.Peter starts crying and goes home.Peter walks in the door, and he sees Aunt May crying, Peter walks over and hugs her.

Peter goes to his room and throws his spider-man suit on the ground.Peter: Uncle Ben is dead, and all because I was to late to save him!Peter: My Spider-Man costume, I wish there was no such thing but I need to use these powers to help people.Peter: I need to create Web Shooters. Peter grabs designs that he created at school, and makes the web shooters.There is to be many failed attempts so that scene should take about 2 or 3 minutes.Peter: my suit does not really look like a spider-man suit.We then see Peter sewing a spider-man to the back and the front of the suit and then he creates these weblines going down the suit.We then see Peter standing in the mirror admiring himself.

Peter: I wonder if Liz is free tomorrow night?Peter calls Liz.Peter: Liz, about last night I’m sorry.Liz: I heard about your Uncle, I am so sorry, I really am, Peter come by my house tomorrow, please so we can talk.Peter: yeah, I was just about to ask you out.Liz: Wow, Peter Parker just asked me out, I guess I have to say yes.Peter: Please?Liz: see you at school Peter.Peter hangs up and gets changed.Peter: I got to bring my suit just in case anything bizarre happens.

Peter walks downstairs and he sees all the bills that have not been paid.

Peter: Aunt may and I are alone now that Uncle Ben has gone, and whats worse is that without Uncle Ben, Aunt May cant pay the bills.Peter: Aunt May, I need to get a job.Aunt May: Peter, my dear, no you don’t. I will have to get a job, I’m only 53.Peter: Look the Daily Bugle needs Photographers, I could do that.Aunt may: if you want dear.Peter eats his breakfast and goes to school.

We see Midtown HighPeter is walking threw the crowded hallways.Everybody is looking at Peter.Flash walks over to him.Flash: Peter, my dad told me last night, are you ok?Peter: I’m fine; I just need some time to get over it.Flash: you tell me if anybody gives you shit about it ok?, I beat the living daylights out of them.Peter: thanks, man.Liz Allen, Peter’s soon to be girlfriend walks up to him.Liz: Peter, Peter are you ok?Peter: I’m.. fine, Liz hugs him and kisses him.Liz: no one will hurt you.Peter: I know, I’ve got you now.Liz: does that mean I’m your girlfriend?Peter: I’m hoping soLiz: I do.Peter: I do what?Liz: I accept, I am now your girlfriend Peter kisses Liz, when a teacher walks by and tells them to stop.Peter: will do sir.Liz smiles.Harry and Gwen walk over to PeterGwen: sorry…..Peter walks the opposite way.Harry: don’t worry about him, he things he is cool.

We then cut to gym class.Mr Mcfarlane: ok guys, today we have Basketball trials. Parker, you and Flash are up.Flash: may the best man win I guess.Peter: lets do it.Flash and Peter start playing, Peter moves the ball to the left Flash goes to the left, Peter throws the ball threw his legs then flips over him and grabs it and slams it in the hoop.Flash is standing there scratching his head.Mr Mcfarlane: Parker, your in.Flash: do I get another shot?Mr Mcfarlane : Flash you were captain last year, your already in.

Flash: yeah, Parker and me ball stars.Peter: lets hope so.Harry and Kong try out, Harry gets in and the rest of the class mates just make it.Peter: alright guys, whose pumped for the season?Harry: I am Flash: I am bro.Kong: lets win that trophy.

We then see Spider-Man standing on a building , he looks down only to a mugger.Spider-Man: criminals in this town they seriously suck.Spider-man webs downCriminal: Listen lady, give me the purse.Spider-Man: listen punk, drop the gun. You’ve got three seconds.The criminal turns around.Criminal: suck on this.Spider-man dodges the shot.Spider-Man: oh no, you have me Mr. Thug.Spider-Man then webs him up.Spider-Man: before I go, a little helpful tip, you might want to breathe out of your nose, those webs taste pretty bad.Spider-Man web slings off threw the city and then arrives at Liz Allen’s house.Peter: Liz.Liz: Pete, you going to get changed, dinner is ready in 5 minutes.Peter: no, I was just coming like this.Liz: well your hot anyways.Peter: please you are hot, me I’m like not.

After dinner Peter goes home and then thinks about his life as Spider-Man, weather or not he should continue.

Cut To Oscorp.Norman Osborn: Otto, is the boy ok?Octavious: the boy is fine, nnNorman.Norman: good, then we shall have a play date.Octavious: I want my experiment.Norman: if my transition goes according to plan then yes, those mechanical arms of yours will be great.Octavious: what do I tell him about his father?Norman: tell him lies, Octavious, Lies.Octavious: he deserves to know…Norman: he will never know, never.Norman gets up from his desk. He walks over to Octavious. Norman: if you tell him, I will kill you and your family, UNDERSTAND ME!!!]Octavious: yes, yes sir.Norman: good, now then where is the serum?Octavious: Conners has it.

Norman: when is he arriving?Octavious: I think tomorrow.Norman: well then, the play date is sooner than I expected.Norman is laughing it fades to black.