Ultimate Spider-Man Episode 2- Growing PainsScript By Roby D’Ottavi.

Spider-Man created by Stan Lee and Steve Ditko.

We see a airport We then see a one armed man with a son and a wife walk off.They walk and they walk into a limousineThe limousine has the name Oscorp on the front.Fade to black.

Cut to Peter’s room.We hear an alarm clock go off, Peter does not even open his eyes, he just smashes the clock.Peter: Oh, no I broke the clock.Aunt May is down stairs.Aunt May: Peter, is everything ok? Peter: yeah, I just fell out of bed.Peter goes to the bathroom and brushes his teeth, we then hear him singing along to his iPod.The music from the iPod plays threw out the scene.Peter changes into a Blue T-Shirt and Jeans, and Red sneakers.With his Spider-Man suit underneath.

Peter opens the door and walks down stairs.Aunt May: good morning dear how was your sleep?Peter: good, no nightmares.Aunt may: well you’re a grown boy; you should not be having Night Mares.Peter: Liz is coming over tonight.Aunt May: oh how wonderful, if things don’t work out with you two, you know Anna Watson has a grand daughter who is moving here.Peter: Aunt May, you have told me about Mary Jane since I was like 10.Aunt May: I’m just glad you’re happy.Peter: Aunt May, after school I’m going to The Daily Bugle, to give them some photos of Spider-Man.Aunt May: Good, its good that you are trying to make your own way in the world, your Father would be proud.Peter: My father, what happened to him? Where did he go?Aunt May: I can’t tell you Peter, Your father was a very secretive man, he kept to himself.Peter: where did he and my mum go?Aunt May: The folder, Uncle Ben gave you its in there.Peter: it said he worked for Oscorp.Aunt May: his assistant, Mr Octavious, was a wonderful man, talk to him Peter he will tell you.Peter: I met him, at the excursion.Aunt May: ask him.

Peter: ill try, ill do it tomorrow.Peter walks over and kisses Aunt May on the cheek, then he walks out the door.Aunt May: sighs. Teenagers.

Peter is standing on top of a building near his house when he changes into his Spider-Man suit and swings to school.

Peter gets changed and walks out of the bathroom when Stan The Janitor bumps into himStan: Sorry kid, what’s your name? I keep forgetting your name is it, Steve? Or maybe Tony or even Thor.Peter: no, um my names Peter, Peter Parker.Stan: that’s right! I’m a old man.Peter goes to walk off.Stan: I was wondering what you were doing in there?Peter: sorry?Stan: school doesn’t start for another 10 minutes.Peter: I was doing business.Stan: please don’t give away any more.Peter: no, I won’t, bye Stan.Stan: see ya kid, ougghh teenagers always in a rush.Peter keeps walking and he puts his headsets in his ears.Peter walks to his locker.Peter then starts opening it. When Liz calls him on his phone.Peter: Liz?Liz: hey Pete, sorry but I cant go tonight.Peter: why not?Liz: I’m not coming to school either I’m not feeling good.Peter: anything you want me to do?Liz: nah, just can you take notes for me in history?Peter: consider it done, ill swing, I mean Ill run by your house after school, ok?Liz: that’ll be great, love you.Peter: get well soon, love you bye.Peter then smiles

Flash walks over to his new friend Peter Parker.Flash: Parker!Peter: hey Flash, how you doing?Flash: I’m good man, I was wondering if you are all right?Peter: why? What happened?Flash: after your Uncle, you know passed away?Peter: I’m fine, thanks for asking.Flash: no, problem. You still on Friday?Peter: what you mean?Flash: the party?Peter: what party?Flash: my party? You know my cousin is coming. She is pretty hot.

Peter: umm ok, how is this affecting me at all?Flash: aren’t you single?Peter: Flash, I’m going out with Liz, didn’t you know that?Flash: shit, I totally forgot.Peter: its fine, she’s sick today.Flash: flu?Peter: I don’t know.Flash: Well then tell her to get better soon, and be there Friday, ok?Peter: I can only try.Flash: well be there, I want you to meet Ashley.Peter: who?Flash: cousinPeter: righhhhtt.Flash: what class we got?Peter: History.Flash: ok, man lets go.

Peter and Flash walk off, when Gwen walks and tries to talk to Peter.Gwen: Peter, Peter?Peter turns around, Flash gives him a look.Peter: Flash, take my books to History ill be right there.Peter walks over to Gwen.Peter: your names Gwen right?Gwen who is Blonde, Blue Eyes, and is arguable Peter’s true love.Peter: uhhmm, hi. Gwen: I know, you have a girlfriend….Peter: well she isn’t, I mean I don’t know what she is.Gwen: oh, so she isn’t your girlfriend. Peter: yeah, she isn’t, I think.Gwen: so then, you wouldn’t mind me and you going on a date?Peter: I, I don’t know, you joking that you like me right?Gwen: no, I think you’re a very nice guy, and hot.Peter: I, I cant go out right now, I have ummm so much on, I mean I’ve got a game tomorrow, you can come to that, if you want?Gwen: where?Peter: here, the gym at 8:00Gwen: well then, I guess ill be there. It’s a date.Peter: umm, yeah ill see you there I guess, bye.Peter walks off nervously.Peter walks into class. Flash calls him over.Flash: dude what happened?Peter: I think I’m in love.Flash: Liz would be so happy dude…Peter: not with Liz.Flash: oh crap.Peter: what?Flash: Liz is really creepy when she gets dumped.

Peter: what should I do then?Flash: be with who you want.Peter: Oh god what have I done.The Teacher of the class walks in and tells the class to be quite and take notes from page 76.Flash: so who is the lucky girl?Peter: umm, Gwen….Flash: Stacy?Peter: Yes, Flash, that would be the only Gwen Stacy at the school.Flash: dude, she is a total hottie go get her.Peter: I thought you said stay with Liz?Flash: I told you she is weird when dudes dump her, and if she got dumped by you then we would have a serious problem.Peter: what’s so bad about me dumping her?Flash: dude, I’m your best friend but seriously the guys haven’t yet accepted you yet, so to them and the girls your still considered ‘Puny Parker’.Peter: what?Flash: and you call me a dummie, to them your still a nerd.Peter: but I’m going out with a popular girl?Flash: not for long, according to you.Peter: what should I do?Flash: Break up with her dude. Easiest way outPeter: Alright.Peter and Flash continue working on their History.

We then cut to the end of the day.Flash: See ya Parker.Peter: Bye Flash, Eugene.Flash: dick.Peter: love you bro.Peter walks outside the school and bumps into Harry.Peter: Harry, how you been?Harry: you know what Peter, screw you, and screw Liz.Peter: what the hell you on about?Harry: I know, you and Gwen.Peter: what about us?Harry: think you can just go around cheating on every girl who has ever felt for you, well guess what Parker you’re a jerk.Harry pushes Peter.Peter gets angry and punches Harry in the face.Peter looks at his hands.Peter: Harry, Harry are you ok?Harry: get the hell off me if I see you anywhere near Gwen, I will seriously hurt you.Peter: love to see you try.Harry runs off.Peter: wuss.

We then see Peter walking past his soon to be work place, The Daily Bugle.Peter walks inside and he walks past the lobby, where the stunning Betty Brant is working.Betty has black hair and is about 5’11Peter is snooping around.Betty Brant: Hello? Can I help you?Peter: yeah, I was looking for a job.Betty Brant: I can send you in to Mr Jameson’s office now.Peter: thank you.Betty escorts Peter inside.Betty: Mr Jameson, we have a new recruit.J. Jonah: Oh god, please don’t tell me my wife fired the cleaner and he is working here, I cant handle his Mexican smell, not to be racist.Peter: hi sir.JJJ: who the hell are you? Mrs Brant who is this?Betty: this is?Peter: Peter, Peter Parker.JJJ: oh, well what you here for?Peter: I need a job sir.JJJ: I need a job, if I had $1 for every time I heard that, by the way your starting to sound like me wife.Peter: I’ve got some photos.JJJ: of what? Better not be of Rosie O’Donnell in a thong, if you pull that out I wont only not hire you, but I will make sure your kicked out of New York.Peter: no, its not Rosie O’Donnell, its of what your ad asked for.JJJ: you know I don’t look at my crap in the toilet, therefore I don’t read my own crap. Peter: Spider-Man, you said you wanted photos of Spider-Man.JJJ: do you have photos of Spider-Man?Peter: tons.JJJ: how many is tons?Peter: I got about 15.JJJ: perfect, let me see them.JJJ grabs Peter’s photos and looks at them, JJJ: These are some really bad photos.Peter’s face turns into a frown JJJ: ill give you $300 for all of them.Peter: and a job, I want $300 and a job, where I get paid a week, plus I get paid for my photos.JJJ: Teenagers, thinking they run this world, you have a deal. Ill give you $150 a week, and if you keep bringing in photos I will give it a increase, no get out.Peter: thanks, JJ.JJJ: its Mr Jameson to you, Parker.Peter walks out of the room and then walks into the lobby.Betty: Bye, Mr Parker.Peter: see ya.Betty smiles.

Betty: nice boy, man I wish I was younger.

Peter is standing on top of the Daily Bugle. In his Spider-Man suit. Spider-Man gets his phone out and rings Aunt May.Spider-Man: Hello, Aunt may?Aunt May: yes Peter?Spider-Man: well Liz cancelled she said she was sick, I will go by her place and give her some notes from class, I’m also going to Oscorp to talk with Mr Octavious. Anything you want me to pick up?Aunt May: no, Peter. Just be careful, there are things at Oscorp that you should not get involved in.Spider-Man: love you, bye.Aunt may: Bye, Sweetie.

Spider-Man hangs up the phone and puts it in his belt.Spider-Man: so the quickest way to Oscorp is thata waySpider-Man points straight at the tallest building in New York.Spider-Man: that should work.Spider-Man then shoots a web line at a building and swings straight, then he lands on Oscorp and climbs to the top floor, he sees a door and opens it he then climbs inside, he gets changed into normal clothes.Peter is seen walking around Oscorp, when he sees Doctor Octavious. Peter: Doctor Octavious?Dr Ock turns around.Dr Ock: Peter?Peter walks over to him and puts out his hand to shake.Dr Ock: why are you here?Peter: I want to know what you and my dad did, why he left me? I have so many unanswered questions. I just want the answers.Dr Ock: Follow me.Dr Ock and Peter step inside a elevator and they go to floor 73.Peter: Wow.Dr Ock fascinating isn’t it.We see a whole room full of Scientific equipment.Peter: its like I stepped into Wonderland.Dr Ock: So what did you want to know?Peter: I want to know what you and my dad were working on, why he had to leave.Dr Ock: Your father was a brilliant man, I quite envied his brilliance, but me and him were working on a cure to cancer, something my wife had before she passed away.We see Dr Octavious get emotional, a tear falls from his face.Peter: I’m so sorry, I had no idea.Dr Ock: I was angry that he said it was dangerous, my wife needed the cure. So I told… I told S.H.I.E.L.D. , they went after them, and they took everything.Peter: who are Shield?Dr Ock: I cant tell you.Peter screams.

Peter: you will bloody tell me who the hell these people are, or so help me, I will let you be joining your wife.Peter then picks up Dr Ock.Dr Ock: Peter please put me down, I’m sorry I had no idea they would kill them.Peter: why would they kill them? They only made a cure, a cure that never saw the light of day.Dr Ock: they did something much worse.Peter: what? What did they do (screams)Dr Ock: they experimented on you.Peter puts his hand to his mouth.Dr Ock: I told your father to stop. But he insisted to work on you.Peter: what did he experiment with?Dr Ock: Spiders, Spiders Peter.Peter: that means…..Dr Ock: yes, I know who you are. You are the one they call the Spider-Man.Peter: who else knows about me?Dr Ock: Only me, but Norman wants me to tell him about you, I keep telling him to leave the boy alone. But he will never listen.Peter: So I guess I should be looking out a insane rich man, who just so happens to be trying to kill me?Dr Ock: this is not a laughing matter Peter, you are genetically growing everyday, you may not be seeing it but you are, you are becoming more like a spider everyday.Peter: does that mean I could turn into something like a mutated Spider, and go live with my mutated sensei who just so happens to be a rat.Dr Ock: I don’t know, I guess only time will tell.Peter: I need you to tell me something Otto.Dr Ock: What?Peter: I need you to keep it a secret…Dr Ock: what?Peter: me being Spider-Man.Dr Ock: I will guard it with my life.Peter: thank you.Dr Ock: can I take a sample of your blood? So I can keep track of your mutation.Peter: yeah, sure.Dr Octavious shoves a needle into Peter’s arm.Peter: ahhh, its cold.Dr Octavious: did you want me to heat it up for you?Peter: ha, Doc’s got a sense of humour. I like it.Dr Octavious: why thank you Peter.Peter then puts his suit on and swings out of Oscorp. Dr Octavious looks at his computer and notices another 6 arms starting to grow on Peter.We see Spider-Man swinging when all of a sudden these arms start coming out of his body.Spider-Man falls onto the a building roof, and looks at his body.Spider-Man: oh no, no, no, no. This cant be happening.

Spider-Man looks at the reflection in the window to make sure he is not dreaming, when he sees these arms growing faster than he expected. Then his arms that he already had start to get bigger breaking his web shooters.Spider-Man: what the hell did Otto do?We then cut to Oscorp.We see Dr Octavious trying to find a cure for Peter. When Norman Osborn rushes in and punches Dr Octavious in the back.Norman: you traitor, you traitor, how dare you tell the boy about his father!, how dare you!!!Dr Octavious: I didn’t, I swear.Norman: Do I look like a pathetic loser like you?Dr Octavious: Please Norman, don’t hurt the boy!!Norman takes Dr Octavious to a room that have 4 mechanical arms, Norman then destroys the control chip and plants them on Dr Octavious.Dr Octavious: Norman, Norman I could become a monster.Norman: at least I created you ahahahahahThen Norman pulls the switch and the arms connected to Dr Octavious’s body, thus creating the monster known as Doctor Octopus.

We then see Spider-Man spazing out over the fact that he has 8 arms.Spider-Man: Aunt May, is going to kill me, how am I going to explain to her that I have 8 arms.Spider-Man: I’m going back to Oscorp.Spider-Man stands on top of the building and shoots a web out of his handSpider-Man: oh no, the mutation is growing really fast, I got to get to Oscorp.Spider-Man starts swinging all the way to Oscorp and then He smashes the window and sees Norman Osborn.Norman: Get him, Guards get him.Spider-Man punches them all and then he chases Norman smashing windows and destroying rooms.We then see Doctor Octopus come out from the shadows and then he hits Spider-Man.Spider-Man: Otto what have you done to me?Doctor Octopus: I have given you gifts Peter, stronger than your old ones. Spider-Man: this isn’t you doc, stop.Spider-Man clutches his head, and falls to the ground in pain.Norman: What’s a matter Spider-Man? Don’t you feel good?Spider-Man: uggghhhhhDoctor Octopus: Norman, please get me out…… No, I enjoy it.Spider-Man’s face then starts mutating into a spider’s face. With red eyes and claws on his mouth.Norman: call in Shield, tell them we need pest control.Spider-Man gets up and then hits Norman and Punches Dr Ock.Spider-Man and Doc Ock are fighting, doc ock punches spider-man, then spiderman punches doc ock in the face causing a tooth to fly out. Spider-Man then shots a web and web kicks ock out of Oscorp, the two smash the glass widow and begin falling to the pavement when Spider-Man shoots a web and swings Doc Ock to safety. Spider-

Man’s mind is playing tricks on him, he seeing the future so it seems, we see a purple caped man with a bowl, a funeral, black suit and a goblin. Spider-Man: Ock what did you do to me?Ock: I cured you Peter, look at you.Spider-Man gets angry and runs at ock, the two continue fighting. Ock uses his arms to do his work, while he mocks spiderman.Doc Ock: no mother, father, sister, brother and no uncle, do you have anyone?Spider-Man is being punched and hurt, then he screams like a animal and acid comes out of his mouth. Destroying one of Ocks arms.Spider-Man: Doc, you got to help me, I’m mutating faster than you suspected.Doc Ock: I cant, I wont Spider-Man: that’s the arms talking ,fight them.Doc Ock then uses one of the three remaining arms to try and knock out spiderman Spiderman dodges the arms and then punches Doc Ock and he falls down, he then gets backup and spiderman looks around for a water supply.Spider-Man: his arms cant handle water, I just need… bingo.We see a water tower, and spiderman shoots his web at it and pulls it down on ock.We see his arms slowly die. Spider-Man: Otto? Otto?Octavious wakes up.Octavious: what happened? Where am I?.... what the hell are you?Spider-Man: its me Peter, you know the mutation you told me about, well it had a major wake up call.Octavious: there is a cure at Oscorp but you will need to give me at least 10 minutes to load it into a containment. Spider-Man: Norman said he called Shield, is that a bad thing?Octavious: oh, no.Spider-Man: oh no what?Octavious: Shield, if they see you like this they will use deadly forces.Spider-Man: then we better hurry up.

We see NormanNorman: Conners, where is shield? We have a monster running around New York at yet no one wants to do anything about it. Conners: I don’t knowNorman: well find out, I want Oscorp in lock down.Conners: activating lock down.The windows of Oscorp starts to seal shut, the doors and exits become steel walls that no human could break threw.

Spider-Man grabs Doc Ock.Spider-Man: lets get that cure.Spider-Man starts swinging and ock is with him. Spider-Man: cant you say this is fun doc?Doc Ock: you could become all spider, or worse die if we don’t get to Oscorp and get you the cure.

Spider-Man: the cure, does it cure me of the spider decease or does it cure me of being Spider-Man?Ock: I don’t know, we will have to risk it. Spider-Man: All right.Spider-Man tries to smash threw the window of Oscorp when he just dents it.Doc Ock: he has activated lock down.Spider-Man: well then I’m screwed. Spider-Man: hold on.Spider-Man starts climbing the wall and sees a hole where nothing has been locked down.Spider-Man smashes it and we see guards standing thereSpider-Man: you guys might want to check your security. Guard: get him.They go after spiderman, when spiderman jumps over them.Spider-Man: psss, I’m over here. Ock go.Doc Ock runs down to the floor with the cure.

Norman: Octavious is back, guards go to floor 15, that’s where he is heading. Guards: yes sir, move out.We see Octavious running then he sees a guard and punches him in the face the guard is knocked out he then turns the corner and 6 guards are waiting for him.Spider-Man takes out the 15 guards who were trying to destroy Spider-Man.Spider-Man starts moving threw the building destroying windows and then he finds Octavious being punched by the guards.

Spider-Man shoots acid on all of them hurting them all and knocking them out, Spider-Man walks over and grabs Doc Ock.Spider-Man: Octavious, lets go get the cure.

We then see Shield arrive, Nick Fury gets down off of the Quinjet.Nick Fury: Men, I want you to find this Spider-Man and destroy him.Shield Agent: What about Osborn?Nick Fury: leave him to me.

We then see Spider-Man and Octavious in the room Norman is in.Norman is holding the cure. Octavious: Peter get the cure.Spider-Man leaps and knocks the cure out of Osborn’s hands he then drinks the cure and slowly the arms disappear. Octavious: Peter, Peter?Peter falls on the ground unconscious.

We see Nick Fury kicking down doors calling Norman’s name.Nick Fury: Norman? Mr Osborn we have something to talk about.We then see Nick Fury knocking down doors and he is getting closer to the room spider-man and norman are in.

We see a blurry figure, its Norman Osborn.The blur slowly becomes normal vision.Norman: Did Otto tell you about your father?Peter: …..Norman: Answer Me!!!Peter: No.Norman: Do you have any idea what you really are?Peter looks deranged and tired.Norman: Peter, you are special, you have gifts, but do you think what happened to you was an, an accident?Peter: looks up at Norman, when we see Nick Fury trash the room.Nick Fury is a black, strong and tall man, he looks almost identical to the NF in Marvel’s The Avengers.Nick Fury: Norman, leave the boy alone.Norman: Nick, how is Wendy?Nick: She’s dead you bastard.Norman: that was the point of asking.Peter slowly gets up, he is still in his suit, but he does not have his mask on.Peter: my webshooters broke, now what?Peter then webs the wall and is shocked when the web comes out, without a webshooter.Norman: Peter, please sit down, im not done talking about your parents.Peter: well, I am.Peter then jumps up and punches Norman in the face. Norman falls to the ground knocked out.Nick: Peter, or Spider-Man?Peter: Spider-Man.Nick Fury grabs his mask from the ground.Nick Fury: your going to need this.Spider-Man grabs the mask and slowly puts It on his face.Spider-Man: thank you.Nick Fury: The city needs you, to protect them, The Avengers are away on a…. mission.Spider-Man: Does The Avengers need a new hero? One who is arguably the worlds most sexy and utterly awesome hero?Nick Fury: No.Spider-Man: Fine then. You know what they say, a team without me is a team without…. Prepose.Nick Fury: Spider-Man, if you need any help The Avengers, and Shield are always there…Spider-Man: I want to know about my dad, my mum, my life.Nick Fury: In time you will find out yourself.Spider-Man: Norman said, it was not a accident.Nick Fury: I wish I could tell you Peter, but your parents were wanted by the government, so they are illegal, there fore anything I saw about them is, well illegal.Spider-Man: what the heck did they do?Nick Fury: I cant tell you.

Nick Fury walks off, and Peter stands there. The scene fades to black.

We then see Peter knocking on Liz’s window.Liz: Peter what are you doing out there?Peter: hi, um heres your notes.Liz: do you want to come in?Peter: nuh, I’m good.Liz: are you sure?Peter: I’m pretty sure. Liz: theres something your not telling me.Peter: what? No there isn’t.Liz: Pete, tell me.We see Peter’s face slowly turn into a frown, and we hear sad emotional music.Peter: I’m… I’m Liz: your what?Peter grabs his head with his hand.Peter: its so hard to say, because I don’t know what you will say.Liz: tell me, I can take it.Peter: I…. I cant see you anymore.Liz slowly her face gets sad and gloomy.Liz: what?Peter: I’ve made enemies, strong and powerful enemies. I’ve put those I love in danger, and your not going to be in danger.Liz: what are you saying Pete. Peter secrets have a cost.Peter looks at Liz.Peter pulls out his mask. And shows her.Liz: what is that? I know what it is but why do you have it.Peter: its me.Liz grasps her mouth.Liz: Oh My God, no that’s not true.Peter: now you know why I cant let you get hurt.Liz: Peter, I will be there for you even if I get hurt, I love you.Peter starts to cry.Peter: My enemies if they found out about you, they could kill you and everybody you love.Liz: So be it. Peter: I cant be with you, i… I cant see you anymore…Liz: No, Pete please.Peter: I’m sorry I… I cant let you get hurt.Liz: Peter.Peter: You will always be my first love Liz, but I cant let you be in this danger. Please deep down you know its right. Liz grabs Peter’s face and kisses it.Liz: who would have thought Peter Parker would be Spider-Man?Peter: I love you, I want you to keep that in mind, remember that.Liz: good bye Peter.

Liz then closes the window and Peter goes, he gets changed and swings to the nearest building.

Peter: am I not supposed to have what I want?Peter: I can’t let Gwen get hurt. Why is my life you damn hard?We then hear a man from the apartment building yellingGuy: SHUT UP, PEAOPLE ARE TRYING TO SLEEP!!Peter: sorry. Peter then swings away.

We see Peter walking up to his house.He tries to open the door when he forgets he left his keys inside.He knocks on the door until Aunt May opens it.Peter: hi, Im sorry I forgot the key.May: its fine Peter, so where is Liz?Peter: umm she isn’t coming, I sought of broke up with her.May: why?Peter: I cant let her be in the danger she is in when she is with me.May: Peter what danger? What have you done?Peter: just… just go to bed I’m sorry I woke you up, ok I just need some time alone, I need to get my head straight.May: Peter, secrets have a grave cost.Peter: that’s what she said.May: good night Peter.May comes and give Peter a kiss, Peter hugs her.

Peter goes to sleep and wake sup the next morning.Peter goes to school and he sees on a tv in his English teachers class, Captain Stacy, Gwen’s dad.Captain Stacy (TV): last night, there was a massive incident at Oscorp Industries, two people have been classified as there. One Doctor Otto Octavious, he has now been sent behind bars, and one other person who was there is Spider-Man. That is why Judge Nector and I have come to an agreement to have a arrest warrant for the masked villain known as Spider-Man, thank you that is all.Peter: oh crap.

End scene.