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  • J. Jonah Jameson: I know you're out there you wall-crawling menace! It is the duty of every New Yorker to report the actions of these masked miscreants. So listen up: As long as J. Jonah Jameson is CEO of Daily Bugle Communications, I won't rest until New York has seen the last of Spider-Man.
  • Spider-Man: And a good morning to you J. Jonah Loudmouth. (narrating) Other kids I know start their day with orange juice. Me, I get yelled at by a hundred foot tall cranky pants. Where's a little love for the Spidey-guy? I'm down here alone everyday trying the best I can at this hero routine. It's not easy to learn the ropes by yourself. Let's face it, introduction to super heroing isn't a high school elective. Speaking of school, I still have to pick a cake for Aunt May before first period. Then its hang time with my best pals MJ and Harry. And maybe a nap between classes.  But first I gotta save that cop from a skidding car.
  • Police officer: I'm starting to think Jameson's wrong about you Spidey
  • Spider-Man: Spread the word chief
  • Trapster: Hiya bugbrain. I knew that would draw you out. 
  • Spider-Man: Oh great, the Trapster. I've been Spider-Man for about a year and I've already fought this glue stick three times. Do they even give F minus minus? Lets see if I learn from my mistakes. Fourth times gotta be the charm.
  • (dodges a glue blast from the Trapster and gives him punch sending Trapster crashing into a car. Trapster sets off two glue grenades, but Spider-Man easily kicks them away, but one blows up. Spider-Man shields himself from the paste, but some gets on him and he is stuck on a building. While he is struggling to free himself, Trapster aims his paste gun at him. Just as he is about to pull the trigger, Spider-Man jams it with a web blast causing it to blow up on the villain. Spider-Man frees himself and gets down to see Trapster all covered in paste)
  • Spider-Man: This is when I leave the Friendly Neighborhood Spider-Man note? Can I borrow a pen? Interesting, villain's eyes widening in terror, but spidey sense not tingling. For those of you new to the Spider-Man experience, let me explain the whole spidey-sense thing. It's like an early warning system that kicks in whenever there's danger and maybe it's on the blink. (knocks on his head) Hello? This thing on? Whoa S.H.I.E.L.D. hellicarrier's coming in low.  
  • Nick Fury: Spider-Man  
  • Spider-Man: Nick Fury, Director of S.H.I.E.L.D. That's the Strategic Homeland Intervention Enforcement and Logistics Division. The super spies. You super spies make an appointment to sneak up on hard working heroes?  
  • Nick Fury: Kid (points at the mess left after Spider-Man's battle with Trapster) We got to talk. No one's saying you stop the bad guy, but look around you. Is this the way Captain America would've done it? Cap could have stopped Trapster within 5 seconds. You took 3 minutes. With lots of collateral damage.  
  • Spider-Man: I do a good job  
  • Nick Fury: For a clueless rookie.  
  • Spider-Man: Yeah. Huh?  
  • Nick Fury: Look, everyone starts out clueless. Even Iron Man back when he was a novice. But he learned. Eventually. What would you say if I can help turn eventually into right now for Spider-Man?  
  • Spider-Man: Heh. I knew it. You want me to buy a line of self-help books. Not interested. Besides, I'm tapped out til payday so if we're all done here I'm gonna... (turns to leave)  
  • Nick Fury: I'm serious, Peter Parker (Spider-Man stops when he hears him say his real name)  
  • Spider-Man: You know?  
  • Nick Fury: Everything. Super Spy remember?  
  • Spider-Man: And bam! One serious part of my life. Growing up with Uncle Ben and Aunt May, a pretty typical childhood. Until the radioactive spider bite. Then came the powers and that terrible night I lost Uncle Ben. That was when I made a promise to do something good with the hand of fate dealt me. Things I wouldn't joke about even if I knew how.  
  • Nick Fury: With great power comes great responsibility. Good words from a good man  
  • Spider-Man: Uncle Ben was the best  
  • Nick Fury: It's been what? A year now?  
  • Spider-Man: Today would've been his birthday.  
  • Nick Fury: You've honored it doing what you do. Now I'm offering you the chance to do better. To really learn about responsibility.  
  • Spider-Man: Translation?  
  • Nick Fury: I want to S.H.I.E.L.D. train you to be a better Spider-Man. The Ultimate Spider-Man
  • Spider-Man: And how Ultimate is ultimate? (Sees Trapster getting away. But Nick Fury shoots his gun which causes part of a pole to come loose and hit Trapster knocking him out)  
  • Nick Fury: That Ultimate  
  • Spider-Man: Sweet (his phone rings. he laughs nervously) I should probably set my Ultimate cell phone to Ultimate vibrate  
  • Nick Fury: Your tech needs an upgrade. Try ours (places a gadget on Spider-Man's wrist) S.H.I.E.L.D. tech guys developed this next gen web shooter.  
  • Spider-Man: Too big too clunky. I didn't say no  
  • Nick Fury: With your talent and my training, you can learn to be a better hero. The next Cap, the next Iron Man, one of the greats.  
  • Spider-Man: Thanks for the offer, but I'm not allowed to talk to strangers. Have a nice life okay. Cool? (swings off)  
  • Nick Fury: Teenagers  
  • (A camera is recording Spider-Man swinging)  
  • Doctor Octopus: Impressed Mr. Osborn?  
  • Norman Osborn: Very Octavius. More than ever I'm convinced Spider-Man is the key to military superiority. Once I replicate his abilities, I'll market an army of spider-enhanced super soldiers to the highest bidder. Nick Fury is a fool to think he can get Spider-Man to work for S.H.I.E.L.D. I prefer Spider-Man the way he is. Headstrong. Undisciplined. Easy to anger.  
  • Doctor Octopus: And easier to turn. I'll inform our remaining allies to begin phase two.  
  • (scene cuts to Midtown High)  
  • Mary Jane: Peter. I've been calling you all morning. Where have you been?  
  • Nick Fury: I want you Parker to be the Ultimate Spider-Man.  
  • Peter Parker: Uh, bus broke down?  
  • Mary Jane: Sure  
  • Spider-Man: (narrating) Hate to lie to MJ. Ever since we were kids, no one's been a better friend than Mary Jane Watson. Like the time we were five and ran away together. Yeah, we weren't allowed to cross the streets so we just walked up and down the driveway. When we were twelve, we decided to finally get serious. Mistake!  
  • Mary Jane: I wanted to show you this  
  • J. Jonah Jameson: It is the duty of every New Yorker to report the actions of these masked miscreants. Especially that ticking time-bomb called Spider-Man.  
  • Peter Parker: Doesn't that jerk ever shut up?  
  • Mary Jane: Someday, that jerk will give this journalism student her first job.  
  • Peter Parker: You want to work for Jameson? Total nightmare.  
  • Mary Jane: That's what it takes. Jameson's the biggest game in town. Kids have to be realistic Petey. We can't all be like Harry.  
  • Peter Parker: (narrating) Meet Harry Osborn. I love Harry. Everyone loves Harry. Why not? He's rich, he's handsome, and most importantly he's been a friend to me when I needed one most.  
  • Harry Osborn: Hey, Peter Parker  
  • Peter Parker: Uh yeah?  
  • Harry Osborn: It's me Harry Osborn. You know. From school. Get in  
  • Peter Parker: Thanks Harry. You didn't have to  
  • Harry Osborn: No problem. Dad, this is the kid I told you about. The one who's always getting beaten up.  
  • Norman Osborn: It seems you could use some friends Peter.  
  • Peter Parker: That'd be cool  
  • Norman Osborn: And perhaps you'll be a friend to my Harry. He'll keep his mind on his studies.  
  • Harry Osborn: I wish you would stop micro-managing my life  
  • Norman Osborn: Give me reasons not to  
  • Peter Parker: Uh, I just met you both, but I think it's great that you have a dad that cares so much.  
  • Norman Osborn: It sounds like you speak from experience.  
  • Peter Parker: I never knew my dad sir. But my Uncle Ben busts my butt when I'm out of line.  
  • Norman Osborn: And Peter's none the worse for that is he Harry?  
  • Harry Osborn: He's smiling. My dad is actually smiling. How do you do that?  
  • Peter Parker: It's a gift. (narrating) And since that day, we've been best friends forever. We'll that's life in Midtown. It's okay.  
  • Flash Thompson: Hey Puny Parker  
  • Peter Parker: One drawback  
  • Flash Thompson: It's locker knocker time  
  • Peter Parker: That Sasquatch loping towards me is the reigning football star Flash Thompson. There's always this rigid consistency to our relationship.  
  • Flash Thompson: Happy first day of school dorkest. Feliz navidad. Catch you next fall.  
  • Peter Parker: Just once I like to turn it around.  
  • Flash Thompson: Sleep tight (closes the locker on him)  
  • Peter Parker: But if I did that, I'd be everything Jameson ever accused me of and everything I promised Uncle Ben I would never become.  
  • Stan: (opens the locker) What again? You should punch out that big goon. Stand up for yourself boy. Why when I was your age, you'd think I let some slab of beef push me around? No siree Bob. It's just like I was telling Irving Forbush the other day. "Irving" I said. "You are nobody's doormat"  
  • Harry Osborn: Dude, locker knocker time again? Thompson's such a tool  
  • Peter Parker: That's the worse thing that happens to me today. I'm coming out ahead. (spider sense goes off) Remember when I told you about spidey-sense. This time it's kicking up a storm.  
  • (explosion goes off in the school and three villains appear)  
  • Wizard: Attention students. Your principal has something to tell you.  
  • Principal: Students. Your attention please. Your school is now under the control of, of...  
  • Thundra: The Frightful Four  
  • Mary Jane: Uh, there's only three of you  
  • Wizard: Quiet! (throws the principal against the wall)  
  • Peter Parker: (breaks the fourth wall) These guys are bad news. Wizard, master of high tech gadgets. Klaw, the villain made of living sound. Thundra, ruthless warrior woman from an alternate future timeline. Don't ask. And Trapster, no wait I already caught him.  
  • Wizard: Before the Trapster was captured, he learned Spider-Man attends this school. And unless he gives himself up, we'll tear this place down brick by brick.  
  • Student: Yeah!  
  • Wizard: We're serious! (student covers his mouth) Klaw. So who is our mysterious wall-crawler? A teacher? A student? A cafeteria lady?They seem reluctant to talk. Klaw, make them listen to reason.  
  • Peter Parker: STOP IT!!  
  • Mary Jane: Peter no!  
  • Wizard: Heh. Definately not Spider-Man.  
  • Thundra: I'll crush the runt  
  • Wizard: Don't crush him, make an example of him.  
  • Peter Paker: (screams in pain) Shut it down, I'll talk!  
  • Wizard: Well? You have something to say boy?  
  • Peter Parker: Listen up. Everyone needs to hear this. Food Fight! (throws a lunch tray at Wizard)  
  • Thundra: Huh? (grunts)  
  • (Peter goes up behind a pillar to change into Spider-Man)  
  • Peter Parker: This is nuts. How do they know? How did they find me? (sees a tracer on his arm) Fury was right. I have a lot to learn about responsibility. (He puts his mask on and begins his fight)  
  • Spider-Man: Dude, don't point that thing. It might go off. It really stinks to be you today. Actually it probably stinks to be you everyday. Then again it could be me. I haven't wash this suit in a week. Hey Little Miss Muffet. (kicks Thundra away) The spider just kicked your tuffet.  
  • Wizard: Spider-Man. Finally. Dr. Octavius we found him. Transmitting now.  
  • Doctor Octopus: Excellent. (to Norman Osborn) The Wizard has Spider-Man engaged in combat. The team will give a detail profile of his powers.  
  • Norman Osborn: Good  
  • Doctor Octopus: There is the small matter of witnesses. Shall I have the Frightful Four destroy Midtown High?  
  • Norman Osborn: Midtown?! No you fool, my son is there!  
  • Spider-Man: Looks like I'm off to see the Wizard. Oh yeah. (to Thundra) You know? Cream corn is definately a good color on you.  
  • Thundra: (grunts)  
  • Mary Jane: Here's my first front page story (Klaw blasts the phone out of here hand)  
  • Harry Osborn: Hey! Leave her alone. (gets blasted by Klaw)  
  • Spider-Man: Oh no Harry!  
  • Klaw: This school is filled with would be heroes (gets kicked by Spider-Man)  
  • Spider-Man: (to Thundra) Let's dance. (wraps up Thundra in a web cocoon)  
  • Wizard: Floating hostages. Spider-Man won't dare attack.  
  • Spider-Man: Real smart Wiz. You left the backdoor open.  
  • Wizard: (grunts)  
  • Flash Thompson: Spider-Man. Flash Thompson. I'm your biggest fan. Let me help bro  
  • Spider-Man: Definately, bro. (opens locker) Step in.  
  • Flash Thompson: Now what?  
  • Spider-Man: Wait for my signal. Jump out and we'll surround him. Remember: Wait for my signal. (breaks the fourth wall) Immature I know. But if felt so good.  
  • Thundra: Ha. Where is he? (hears police sirens)  
  • Wizard: We're not being paid to fight cops. Let's go.  
  • Mary Jane: Harry. It's MJ. Can you hear me?  
  • Peter Parker: Oh this is all my fault. Mr. Osborn. I'm sorry  
  • Norman Obsorn: Why apologize Peter? What could you have possibly done?  
  • Peter Parker: Worse day ever.  
  • Flash Thompson: (from inside locker) Spider-Man? Hello? (whispers) I'm ready. Spidey?  
  • Peter Parker: Okay? That helps a little  
  • J. Jonah Jameson: In a shocking betrayal of the justice system he claims to uphold. Spider-Man today led known super criminals in an attack on innocent school children. Believe me ladies and gentlemen, it gives this humble commentator less pleasure. I imagine to say: I told you so. It is the opinion of Daily Bugle Communications that the police should issue a warrant for Spider-Man's arrest. And that nothing less than deadly force should be employed in the pursuit of Spider-Man.  
  • Aunt May: Peter  
  • Peter Parker: Hi Aunt May  
  • Aunt May: Are you okay? I heard there was trouble at your school  
  • Peter Parker: (breaks the fourth wall) I know what you're thinking: Spider-Man lives at home with his doting old aunt? Loser. Think again. My aunt is pretty cool. She works all day. Then Monday night she's at yoga. Tuesday, it's French cooking. Thursday it's bowling. Her full schedule lets me come and go as I please. Of course I have to keep the Spidey stuff on the down low. There's no way she'd approve of her little Petey mixing it up with super villains. Those psychos never touched me Aunt May. (thinks) I wish I could say the same for Harry.  
  • (Cuts to the hospital)  
  • Harry Osborn: There's still some ringing in my ears. But the doc says I'll be fine tomorrow  
  • Peter Parker: Awesome  
  • Norman Osborn: Strangest thing Peter. Those villains seem to believe Spider-Man goes to your school. Do you know anything about that?  
  • Peter Parker: I think he sits next to me in Spanish  
  • Spider-Man: Hola. Donde es stas la biblo tecca.  
  • Peter Parker: No sir I never heard that  
  • Aunt May: You know what. If we had Norman Osborn's money, I would put you in private school immediately.  
  • Peter Parker: Yeah. That be sweet. Hey when's dinner?  
  • Aunt May: It's almost ready. Put the candles on the cake  
  • Peter Parker: (shocked) Cake?  
  • Aunt May: Yes, the cake you promise to get from the city today. Ben's favorite. You didn't get distracted again did you Peter?  
  • Peter Parker: Um, I'm sorry Aunt May. I guess I...  
  • Aunt May: It's alright. With all that happened today at school. I couldn't expect you to remember.  
  • Peter Parker: (thinking) Uncle Ben. I'm sorry  
  • Aunt May: I'm just happy you made it home safely  
  • Peter Parker: (sighs) Can't believe I let her down.  
  • Spider-Man's reflection: But why should Aunt May be any different? You're always hurting the people closest to you. Uncle Ben. Harry. And if you can't even get a cake home, how are you gonna be one of the greats? The way I see it: you can either accept Fury's offer and take advantage of his training and tech or keep fumbling along like a clueless rookie. What's it gonna be Spider-Man? Are you okay with just being Amazing or you wanna be Ultimate?  
  • Spider-Man: Okay let's do this. Put out the welcome mat S.H.I.E.L.D. Spidey's come a callin. Fury's right. With his help, I can do better. I'm done with this lonely loser routine. It's time for me to step up and show the big boys what the Ultimate Spider-Man can do.Great (begins falling) Fury's tech boys better be on their game or I'm street pizza. Whoa! Yeah! Okay not too clunky.  
  • Computer: Intruder Alert. Intruder Alert  
  • Spider-Man: Whoa, what is this? Blast Spider-Man and win a panda? Whoa! (sees Nick Fury and takes off his mask) Your friendly neighborhood Ultimate Spider-Man reporting for duty sir!  
  • Nick Fury: Welcome to S.H.I.E.L.D. Spider-Man. Hope you survive the experience.  
  • Spider-Man: Uh? To be continued.  
  • [End of Great Power]

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