ULTIMATE SPIDER-MAN

Issue 112

SCRIPT BY BRIAN MICHAEL BENDIS

Stuart -

I write full script. But see it as a guide. You take us where we need to
go any way you see fit. If you agree with my choices, fine. If not, you
do what you got to do.

After the art is in I always re-script or polish and make sure its all
smooth.

Page 1-

Recap and origin:

THE BITE OF AN GENETICALLY ALTERED SPIDER GRANTED HIGH-

SCHOOL STUDENT PETER PARKER INCREDIBLE, ARACHNID-LIKE
POWERS: STRENGTH, AGILITY, A SPIDER LIKE SIXTH SENSE WARNING
HIM OF PERSONAL DANGER, AND MOST AMAZING OF ALL- PETER CAN
WALK ON WALLS. WHEN A BURGLAR KILLED HIS BELOVED UNCLE
JEANNE DE WOLFE, A GRIEF-STRICKEN PETER VOWED TO USE HIS
AMAZING ABILITIES TO PROTECT HIS FELLOW MAN. HE LEARNED THE
INVALUABLE LESSON THAT WITH GREAT POWER THEN COMES GREAT
RESPONSIBILITY!

NOW THE FLEDGLING SUPER HERO TRIES TO BALANCE A FULL HIGH

SCHOOL CURRICULUM, A NIGHT JOB AS A WEB DESIGNER FOR THE
DAILY BUGLE TABLOID, A RELATIONSHIP WITH THE BEAUTIFUL MARY
JANE WATSON, AND SWING TIME AS THE MISUNDERSTOOD, WEB-
SLINGING SPIDER-MAN.
Previously in Ultimate Spider-man:

Peter and MJ have gotten back together leaving his troubled

relationship with Kitty Pryde of the world famous X-men in shambles.
Kitty, now goes to school with them. In their class.

Spider-man has had several life altering confrontations with the

notorious Norman osborn, aka the green goblin and the father of his
once best friend harry.

Norman is imprisoned in the Triskelion, the once home of the world's

superteam the ultimates, by Nick Fury who is off on a top secret
assignment.

Page 2-

1- Ext. Queens Street- day

Big action. Its a car chase!!

Its a big police car chase right in the city, right in broad daylight. A
beat up black hummer with a sun roof is careening down the street
right for us.

Behind them three cop cars, sirens a blazing are tearing right after
them.

The driver of the beat up black hummer is sweaty wide eyed panicked.
He is driving like a maniac and shitting in his pants.

The SHOCKER is poking his torso out of the sunroof and blasting away.

This is the Shocker. In costume. Any costume will do. He's a running
gag of completely terrible supervillian cliches and abilities.

Check past appearances. His costume and weapons get more and
more outrageous and more and more about trying to mask his
complete inability to get away with anything.

Shocker's vibro units are heated up and launching back at the coming
cops cars.
People on the street are jumping out of the way. Cars serving off the
street and onto the sidewalk to get out of their way.

Spx: weeeeooooowwwwweeeeeooooowwweeeeeeeeeeeoooooooooooo

Reads: Queens, lunch hour

THE SHOCKER
Drive faster please!!

DRIVER
You know what?

So to hell, shocker!!

2- From behind the cop cars looking wide in perspective, tilted panel
accentuating the chaos and speed.

In the distance the Shocker has turned his vibro shock units on full
blast at the cop cars.

He hits one on the hood of the car and sends it skidding into a mail
trucks. The others dodge and weave.

The beat up black hummer the Shocker is riding is bobbing and

weaving through traffic.

People jumping out of the way, cars serving off the street and onto the
sidewalk to get out of their way.

Spx: weeeeooooowwwwweeeeeooooowwweeeeeeeeeeeoooooooooooo

Spx: vzzaatttt

Spx: vzzaatttt

DRIVER
You promised me this wouldn't happen!!

THE SHOCKER
Hey, I got us this far, didn't I?

Spx: boom

3- Small insert panel. The Shocker, hair blowing in the wind, holds out
his vibrating hands and is really excited that he actually did something.

THE SHOCKER
 Hey, I got one!!

I got one!!

SPIDER-MAN
I got one too!

Page 3-

1- Big panel. SPIDER-MAN swings in heroically and kicks the Shocker

right in the side of the head in the down arc of a mid air swing.

The Shocker is instantly knocked unconscious and one of his vibro

units goes flying off of his arm and right for us.

SPIDER-MAN
Awww, but mine's a big tool!

Spx: spok

THE SHOCKER
Agh!!

2- Int. Car- same

The driver in the car scream and panics and is losing control of the car.
Looking up to the roof. He knows something bad happened but has no
idea what.

DRIVER
Holy-!!

3- Ext. Street- same

The vibro shock unit hits the ground and goes off by itself.

Spx: clang

Spx: vzzaatttt

4- The shock unit's blast hits the second cop cars tire. It explodes.

Spx: boom

5- Spidey is swinging up over the chase and looks down and around to
see the boo boo...

SPIDER-MAN
 Uh oh...

Page 4- 5

Double page spread

1- From behind the third cop car, looking wide. The second cop car
slams into a row of parked and moving cars. It crashes hard.

The cars and parts are everywhere. Its a mess.

Spx: boom! Smash!!

POLICE
Holy-

2- The third cop car, slides to its side in an attempt to brake before it
hits the pile up of cars right in front of it but it doesn't work.

It crashes, on its side, right into it.

Spx: screeeeeee

Spx: crash

3- The third cop car flips up and launches right into the air.

Spx: foom

4- high looking down at bystanders who are diving over each other to
escape the doom of the cop car that is about to land on top of them.

A young woman with a stroller is frozen in fear and just screaming in

horror at her inevitable doom.

WOMAN
Oh my aaaiiee!!!

5- Low looking up, from behind the young woman and the stroller,
everyone who was diving out of the way freezes to look up at what
didn't happen.
The car did not fall on them, a blanket of webbing holds the car in
place, in mid air.

Behind it, Spider-man is swinging his body in an impossible twist as he

heads towards the beat up black hummer.

The cops in the car are ok. They are crawling out the other side. He
saved them.

In the foreground, a newsstand is rubble and papers are floating

everywhere.

Each magazine and paper is ultimate universe related.

Headlines like: SPIDER-MAN MENACE, CAPTAIN AMERICA HOAX, THE

ULTIMATE FAILURE!

SPIDER-MAN
Sorry!!

Uh, that was kind of my fault!!

6- Ext. Street- Same

The Shocker's car with the Shocker unconscious sticking out of the
roof, is driving fast in the other direction. He is blocks away already.

Is driving crazy through mid town traffic and is already hundreds of

feet away from the criminal concern.

Spx; screeee

DRIVER
Oh man, oh man!!!

7- Int. Getaway Car- same

The driver is super panicked and sweating and gritting his teeth,
almost crying.

DRIVER
Should have killed the 'Shocker' and
taken the costume and did this my-

8- Over The driver's head and shoulders looking out the windshield...
A young woman in a costume, who we will reveal to be kitty Pryde,
purposefully walks right into traffic with her hands on her hips and with
a scowl. She positions herself to be right in his way.

Kitty has a new costume we have never seen before. Who is it? She
looks confident? Like she can handle anything.

10- Wide on the driver's eyes. He is going to kill this young girl.

Page 6-

1- Ext. Street- same

Wide, profile of the street, the car goes right through her, kitty is
phasing right through the car.

The driver is just screaming like its a horror movie. He is sure he just
committed vehicular manslaughter.

Spx: varrroooommm

DRIVER
Aaahhhh!!!

2- Kitty, foreground left, standing in the street turns to see the car a
hundred feet away, a half block away, stop on a dime. The engine just
stops working.

Spx: cachunk

3- Int. Car- Same

The driver slams his head on the steering wheel. Hard.

Spx: fump

4- Ext. Street- same

Kitty just stretches like its no big deal as Spidey swings down and lands
right behind her. Stunned bystanders from all directions are just
getting their bearings.

Cops from the accident are running towards them a couple blocks
back.

SPIDER-MAN
 Kitty??

KITTY PRYDE
Hey...

SPIDER-MAN
Nice.

KITTY PRYDE
Thanks.

SPIDER-MAN
What did you do just there?

Page 7-

1- Spidey and kitty, standing in the middle of the street, can't even
look at each other.

This is awkward. Its meeting an ex-girlfriend after a big break up with

unresolved issues. But there is no reason to be rude. They don't hate
each other.

People are watching them but no one can hear because no one is
getting too close. People are taking pictures with their phones.

KITTY PRYDE
Oh, you know, my mutant phasing power
knocks out machinery and computer
stuff.

SPIDER-MAN
Oh yeah...

KITTY PRYDE
(Some Computer stuff.)

SPIDER-MAN
And you were just in the neighborhood?

KITTY PRYDE
My mom works right over there. I was
dropping off a- doesn't matter.

SPIDER-MAN
New costume?
 KITTY PRYDE
Yeah.

2- The chaos around them is getting overwhelming. Traffic is at a stand

still. But Spidey feels bad for kitty and has mixed feelings.

The cops in the distance are getting closer.

SPIDER-MAN
Thanks for the team up.

KITTY PRYDE
I wasn't teaming up.

I was here. There was trouble. I had the

costume.

SPIDER-MAN
Well, its nice that you're doing superhero
stuff again.

KITTY PRYDE
What else am I going to do?

SPIDER-MAN
You're still mad at me?

3- Kitty sneers at him. He's going to have THIS conversation here?

KITTY PRYDE
Jeez!!

SPIDER-MAN
You seem mad.

KITTY PRYDE
I'm not having this conversation here.

SPIDER-MAN
I was just-

KITTY PRYDE
Don't!

4- Spidey has an arm up. He's about to shoot webs to the sky. Kitty has
her arms folded in protest. The cops are almost on them. And one has
his gun out.
The bystanders are getting closer. The circle is closing.

COP
Hey!

SPIDER-MAN
Ok, the cops are here, we got to go.

KITTY PRYDE
So go.

SPIDER-MAN
You, uh, want a lift back to school?

KITTY PRYDE
I'll get back myself.

SPIDER-MAN
You sure?

KITTY PRYDE
Please.

5- Over kitty's head, Spidey swings up and away. The bystanders

cheer. He's a real hero.

6- Kitty watches him. Hurt and angry. The cops are talking to her but
she isn't paying them any attention.

Page 8- 9

Double page spread

This is a dream sequence so you can go ape shit crazy with it.

1- Int. Baxter building laboratory day

Huge panel most of the spread.

Demogoblin has gone insane. Its MJ as her demon goblin self from the
clone sage. She is morphing and growing and twisting into the most
horrible version of herself you can imagine.
She is in pain and howling to the sky. Huge. Massive. Tetsuo at the end
of Akira.

She has smashed down on the Invisible Girl's force field- hitting it so
hard she's actually cracking it.

And with the other hand she is waving around the limp flaming figure
of the Human Torch. Holding him by the crushed head.

All around her are dead bodies of technicians. Doctor Storm and Reed
Richards and her mother are dead at her feet.

What was one a gorgeous state of the art laboratory has been
completely demolished by what must have been the most horrible
freak out of all time.

One Baxter Building wall is smashed out and giving way to show the
glory of New York city. There are fighter planes ready to shoot down
Demogoblin like King Kong.

In the foreground bottom, Spider-man's head and shoulder,

SPIDER-MAN
MJ!!

Please, please...

2- Full figure, in a classic Kirby pose, MJ demon lets go of Johnny's limp

figure, which has burned to a crisp, and grabs at Spider-man.

DEMOGOBLIN
Youaaarrgghh!!

3- Over Demogoblin's shoulder, she has grabbed Spidey and is shaking

him violently. Killing him. Crushing him.

SPIDER-MAN
Please...!!!

4- Demogoblin has killed Spider-man and is howling to the sky like a

maniac.

VOICE
Ms. Watson!!??
Page 10-

1- Int. Midtown classroom- day.

MJ, normal, fine, cute, a little sweaty, sitting in her seat in school,
lunges awake from this horrible nightmare.

VOICE
Ms. Watson!!??

MJ
Yuh!!

2- Int. Class- day

Wide of a very typical New York high school classroom.

The class in full of our usual gang. Kong is leering at Liz who is fast
asleep behind Flash.

Mary Jane is there, Peter is not. A couple of girls are passing notes.

Mj is trying to catch her breath. Its taking her a minute to realize where
she is and that she is ok. Izzy and marc are two other students.

Multi culti the class up. We've gotten some heat, and rightly so, for the
'whiteness' of this queen's school.

The teacher is at her wit's end. There is a giant box next to her desk.

TEACHER
Miss Watson, sleep at home.

As I was saying...

3- MJ is having trouble catching her breath. No one cares. They are

bored out of their mind.

TEACHER
This project is not like any other you've
ever had to do but its a big part of your
grade-

4- Peter walks into class in a hurry. He knows he's late and in trouble
but he has to go in. He freezes at the door because his teacher is
giving him the death stare.

TEACHER
 So pay very close- mister Parker!!

5- The teacher in the foreground, profile. Hangs her head in complete

soul draining defeat. Peter is trying to whine his way through it.

TEACHER
Mister Parker, class started fifteen
minutes ago!

PETER PARKER
I was in the bathroom.

TEACHER
Fifteen minutes ago!!

PETER PARKER
I was feeling-

TEACHER
Sit down.

5- Same but kitty walks in and bumps into peter's back, which makes
them look like they came in together. Like they were off together.

Also, there is some humor in her not phasing and his spider sense not
going off.

PETER PARKER
Oof!

KITTY PRYDE
Oh, sorry!

Page 11-

1- Mid wide of the room. The class goes into a fit of laughter. And
whoooo.

MJ winces at the sight and the catcalls from her class. They are just
making any ruckus they can. No one really cares buy MJ.

CLASS
Oooohhh!!!!
 KONG
Oooohh!!

FLASH
Look who's coming into class together!!

IZZY
(singing)
Loooove, exciting and new!!

CLASS
Oooohhh!!!!

2- The teacher barks at the class and slams a big book down on her
desk.

TEACHER
Stop it!!!

Spx; wham

3- The teacher comes up to a terrified kitty and peter and growls at

them. Kitty wants to die.

TEACHER
Miss Pryde, you're new here.

The bell means class has started.

The bell means you get in here and you

sit.

KITTY PRYDE
Yes, ma'am.

TEACHER
So sit.

4- Peter sits down across from MJ who is giving him a stunned and
really angry confused look. She is really stunned.

Peter gestures for her to calm down. Kitty is behind them and sees the
entire thing. She is mortified.

Kong is a little in love with her. People are passing notes and
whispering about her furiously. She is the mutant in school. Everything
she does is gossip news.
 TEACHER
As I was saying: This is and will be a big
part of your grade for the semester.

So, congratulations kids...

You're all parents now.

Page 12- 13

Double page spread

1- The teacher is holding up a baby doll. A little different from the one
you buy in the store. Its weighted with sand its weighs eight pounds.

This is a real thing they do in some high schools. Assign them children.
Look it up on line to see what it looks like.

http://www.solutions-site.org/kids/stories/KScat3_sol72.htm

She has a huge box of them and a big box of journals to hand out.

TEACHER
You will be split into pairs, into couples,
and you will be caring for this baby.
 You will make a comprehensive log of
your actions for the next three weeks.

This baby never leaves your person. This

baby never leaves your sight.

2- The class is not happy. People are rolling their eyes. Especially the
boys. Peter winces. He doesn't want any part of this.

This doesn't work for his life at all. MJ is still thinking about kitty and
peter and why they came in together.

TEACHER
You can take turns or you can do it
together but this baby is your baby.

For three weeks, you will feed, clothe and

change the baby.

This baby needs your love and care.

3- The teacher is handing out babies. Not everyone gets one. Peter is
getting his as she reads off her prepared couples list.

TEACHER
Do not lose this baby. Do not damage
this baby.

This baby is school property and if you

lose it you will have to pay mucho dollars
to replace it and you will fail.

I have put you into couples. These are

not for debate.

Flash and Liz. Mazel tov, its a boy.

Kenny and izzy.

KONG
But we're both dudes.

4- MJ is staring at the baby doll on her desk like its dead animal.

TEACHER
If you say so.
 MJ and brad.

5- MJ and peter spin around to try to stop the teacher from going down
this road but...

MJ
Um.

TEACHER
Peter and kitty.

PETER PARKER
Um!

TEACHER
Oh, I'm sorry, Does anyone have any
problems or concerns with their assigned
partners?

6- Wide of the class. Everyone has their hands up. Everyone looks
panicked and destroyed.

Flash is holding up the baby in his outstretched hand. The class is in

shambles emotionally. This is high school. And this is a high school
nightmare.

7- The teacher drops the last baby into the box and doesn't even look
at her terrified students. She's enjoying their misery.

TEACHER
Then know this: I do not care.

8- Peter is staring at us in horror. The baby doll lying on the desk in

front of him.

Kitty is staring at the back of Peter's head in horror. The hits just keep
on coming.

Page 14-

1- Ext. Triskelion- dawn

Big panel. A wide shot of the amazing Triskelion- the gleaming high
tech home of the Ultimates.

(See the Ultimates for exact reference.)

But it is under massive construction since the events of the ultimates

13. There is scaffolding and workers and no sign of any superheroes.
The ultimates do not live here anymore.

Reads: The Triskelion- S.H.I.E.L.D. Headquarters

S.H.I.E.L.D. AGENT
Captain Danvers.

CAROL DANVERS
At ease.

So what's the problem?

2- Int. Triskelion sub basement- Same

Carol Danvers and a small battalion of armed S.H.I.E.L.D Personnel

walk towards us in the cold lifeless subbasement.

In the midground someone is welding something. The place has been

damaged.

In the foreground is a high tech, locked door to a cell. Very unique

design for a very unique prisoner.

S.H.I.E.L.D. AGENT
Well, we need to move some of the
'visitors' we have down here.

CAROL DANVERS
How many?

S.H.I.E.L.D. AGENT
Um, all of them.

CAROL DANVERS
All of who?

3- Same but Carol and the battalion are closer. The welder stops
welding and gets out of their way.

S.H.I.E.L.D. AGENT
 Ma'am. The structure of the building is
not sound.

We need to do massive repairs and with

the people we have here...

CAROL DANVERS
Oh man!

S.H.I.E.L.D. AGENT
We need to make some sort of schedule
and see if the ultimates will be available
for detail.

4- Same but carol and the battalion are at the door on the foreground
right.

A series of locks and car keys are being used to unlock it. Five of the
men have their guns aimed and ready.

CAROL DANVERS
Is this him?

S.H.I.E.L.D. AGENT
This is.

CAROL DANVERS
I've never met him.

What does he want?

S.H.I.E.L.D. AGENT
He wants to talk to Nick Fury.

CAROL DANVERS
Well Nick Fury isn't here.

S.H.I.E.L.D. AGENT
Yeah, uh, we know...

5- Same. Everyone is waiting for her word to open the door.

CAROL DANVERS
Do I have to talk to him?

S.H.I.E.L.D. AGENT
Fury ain't here, ma'am.
 CAROL DANVERS
Could you put on an eyepatch and
pretend to be Fury and you talk to him?

S.H.I.E.L.D. AGENT
I think he'd see through that...

CAROL DANVERS
Yeah.

6- Same but tighter on carol she exhales and builds her strength.

CAROL DANVERS
Alright, open it up.

Page 15-

1- Int. Cell- Same

Big panel. From behind Carol Danvers... Norman Osborn is in a cell,

there is a transcutaneous white and purple energy shield separating

her from him. Its like looking through a frosted bathroom door.

He has two books and a desk and a bed and a toilet. And none of it is
particularly fetching. He is n a plain orange jumpsuit.

There are camera and monitors in constant surveillance and out of his
reach and unbreakable.

CAROL DANVERS
Norman osborn.

NORMAN OSBORN
Who are you?

CAROL DANVERS
I'm captain Carol Danvers.

What can I do for you, Mister Osborn?

2- Norman, worse for wear and unshaven, and tired and defeated,
seems annoyed. Just completely out of fight. He doesn't want to talk to
subordinates.

NORMAN OSBORN
I want to talk to Fury.

CAROL DANVERS
Fury's not here. What can I do for you?

NORMAN OSBORN
Where is he?

3- Carol exhales as well. Not in the mood for him or any of this.

CAROL DANVERS
Not here.

4- Norman is lost. This isn't how he pictured this going.

NORMAN OSBORN
I need to talk to him.

5- Same as 3.

CAROL DANVERS
What can I do or you, Osborn?

We're very busy.

6- Norman sneers. He hates that he has to do this.

NORMAN OSBORN
I'm ready to make my deal.

7- Carol squints. What the fuck is this about?

CAROL DANVERS
Oh great!!

What deal is that exactly?

Page 16- 17

Double page spread

1- Norman stands up straight like he taking this abuse on the chin. Like
he's brave for saying this out loud.

NORMAN OSBORN
Fury offered me a deal.

He he offered me some 'privileges' in

return for my scientific cooperation.

2- Carol isn't interested.

CAROL DANVERS
Scientific cooperation?

3- Norman talks down to her. He can't help it.

NORMAN OSBORN
My acumen, my formulas.

By brain.

He wants my brain.

4- Same as 2.

CAROL DANVERS
In return for favors?

What kind of favors are you looking for?

5- Norman says it blankly. All cards on the table.

NORMAN OSBORN
I want to see my son.

6- Carol gets it one. Doing the math in her head.

CAROL DANVERS
Harry.

7- Norman's eyes betray him. He doesn't look as cool and calm as he

wants to.

NORMAN OSBORN
 Where is he?

Is he in this place?

Where am I exactly?

8- Carol eyeballs him. Looking for the tell. To see if this is on he level.

CAROL DANVERS
That's confidential.

9- Similar to 7, he approaches the energy field. Without touching it.

NORMAN OSBORN
I'm- I'm willing to play ball.

I'm willing to take the deal.

10- Over Norman's shoulder, the view of a distorted Carol and the guns
pointed at him.

CAROL DANVERS
Uh huh.

Well, thanks but I'm going to have to

pass.

11- Norman waves her away. This is beneath him.

NORMAN OSBORN
Just get me Fury, you cow.

12- Carol takes the insult and lets him have it with the cold truth.

CAROL DANVERS
You might have missed this part of the
conversation but...

Fury ain't here.

13- Norman points to the ground as if the line in the sand is right there.

NORMAN OSBORN
But I'm willing to make the deal.

This- this is a complete waste of time.

Sitting here.
14- Carol is gesturing for everyone to file out.

CAROL DANVERS
Well.

Guess you should of thought of that

before you turned yourself into a goblin
and killed people.

15- Norman steps up, held tilted down, his eyes locked right on us.
Simmering with hate. He is not a man that takes this kind of abuse.

NORMAN OSBORN
Woman!!

Page 18-

1- Carol, at the door that about to close, she turns back. She'll take
whatever he has...

CAROL DANVERS
Yeah?

2- Same. He just stares at her. Hate filled eyes.

3- Carol mocks him. Pretending to be scared with little jazz hands. She
could truly give a shit.

CAROL DANVERS
Woooo!!

4- The high tech door slams shut.

Spx: cloom

5- Wide of the cell. The energy field stays. Norman abstracted by the
shape of it. What is he thinking or planning?

6- Int. Cell hallway- Same

Carol turns to her men and exhales. That did creep her out.

CAROL DANVERS
You still medicating him?
 S.H.I.E.L.D. AGENT
Yes, ma'am.

CAROL DANVERS
Up the dose.

S.H.I.E.L.D. AGENT
Yes, ma'am.

Page 19-

1- Int. School hallway- day

Over Peter's shoulder, MJ is staring at her fake baby in shock and awe.

Peter, with backpack, is closing his locker and whispering. He ain't

happy either.

The hall is crowded. Its between classes. Everyone is going about their
day and not paying MJ or Peter any mind. Everyone has their own
drama.

MJ
This is a nightmare.

PETER PARKER
How am I supposed to carry a baby
around all day?

I have powers and- and- and

responsibilities.

2- MJ throws her baby into peter's stomach. He is shocked by this bit of

shittiness.

MJ
Why don't you give it to your lunchtime
girlfriend??

PETER PARKER
What??
 MJ
This sucks!

PETER PARKER
I didn't do this.

3- MJ waves it away. That was beneath her.

MJ
Argh!!

I'm not blaming you!! I'm commiserating.

PETER PARKER
It sounds a little like you're blaming me.

MJ
That's because you always feel guilty
about something.

4- Kitty, holding her books and her baby, turns the corner and just so
happens to find herself right in front of them. This is all kinds of
awkward.

KITTY PRYDE
Uh, hi.

Do we all agree this is a nightmare?

MJ
Completely!

KITTY PRYDE
So, uh, I'll take the baby.

I'll do the diary or whatever, you can

have half the grade.

5- MJ rolls her eyes. This is all going to hell and she's looking like the
bad guy. Peter is wincing. He has no idea what to do.

MJ
No, no. You do it together.

KITTY PRYDE
Its ok.

MJ
 The amount of work it will take you to
make it look like it was both of you who
did the project together...

You might as well do the project

together.

6- Peter takes the baby from her, but MJ grabs the baby from him and
whispers angrily.

PETER PARKER
No, we'll figure out a way to just-

MJ
(whisper)
You fought the kingpin, and you- you
fought evil mutants...

We can all get through this.

7- From behind peter, kitty is confused by MJ's cool headedness.

Behind her the other kid's in the class are rolling by. Flash, Kong, Liz
and the others...

Flash, in pure 'Flashness,' dips his head in and tickles the chin of the
baby doll.

KITTY PRYDE
Really?

MJ
I trust you. Well, I trust him.

I hate myself, but I trust him.

FLASH
So, hey, is yours like a half mutant baby?
Page 20- 21

Double page spread

1- Peter, MJ, and kitty stare at him in disgust. Really no one in ear shot
laughs but flash. They just look at him for breaking the racist taboo.

FLASH
Half mutant, half spasmo... a
spasmutant!!

MJ
Oh man...

2- To Flash's and everyone's surprise, Kong hits Flash in the back of the
head. Hard.

KONG
Hey!!

Spx: smack

FLASH
Agh!

3- From behind kitty, Kong grabs flash's hair and with a rage that's
been building for ten years of flash's shit.

Kong likes kitty and he just loses it without even knowing he's doing it.

KONG
Dude, apologize!

FLASH
What?
 KONG
Say your sorry!!

4- Peter, MJ, and kitty are all wide eyed stunned to see this unusual
display. Kong isn't letting up, not in a mean way, a forceful, almost
heroic way.

FLASH
Ok!!!

Ok!!

KONG
That's not sorry!!

5- Flash shrugs off Kong, stunned to have his doughy lifelong sidekick
stand up for her like this.

FLASH
I'm sorry,

God, what's gotten into you, Stay puft??

KONG
Just sick of your racist $%^#, man!!

6- Kong turns to kitty and tries to catch his breath. He seems like a
new man around her. Flash is pushing his way out of the hall.

FLASH
Have another cookie!

KONG
Are you ok?

KITTY PRYDE
Yeah, yeah... that was nice.

KONG
I'm- uh-

7- Kong stares, he can't think of his name. He's a complete blank. He's
lost in her.

8- Peter, MJ, and kitty wait. What is he going to say?

9- Same as 7, Kong is lost and he can't get it back. He went from hero
right back to chubby dork in two seconds flat.
10- Kitty doesn't get what is happening until MJ, trying not to laugh,
steps in and introduces them. A budding romance?

MJ
This is Kenny. Kenny is our pal.

He's a great guy. But that was a truly

historic moment there.

KITTY PRYDE
Oh.

MJ
He was in a movie.

11- Kitty smiles at him. Someone being nice. Maybe some romance?

KITTY PRYDE
Oh yeah?

KONG
It was just one line.

KITTY PRYDE
Still.

That's cool.

12- Peter and MJ look at each other eyes wide as kitty and Kong walk
each other away from us and down the hallway.

KONG
Well, nothing like you. I mean you're in
the x-men.

KITTY PRYDE
Was. I've been banished here.

KONG
Here ain't so- no wait. It is bad.

KITTY PRYDE
Ha.

So What movie?

PETER PARKER
Well, look at that.
 He just stole the mother of my child.

Kidding.

MJ
You're funnier with your mask on.

Page 22-

1- Int. The Triskelion communications room- day

Carol Danvers is at a communications console in the headquarters and

examining the amazing high tech info that is coming at her from a
hundred screens in every direction.

The Ultimates high tech world. But the Ultimates are no longer calling
this home.

Carol Danvers has a smattering of people scurrying about her with

their everyday jobs.

A few agents manning their control stations with very sleek high tech
ear pieces and consoles.

But its relatively calm is comparison to what we have seen in past

issues. Its an off day. There are all sorts of plasma screens and maps
detailing ongoing secret missions. But nothing a civilian could make
out of it.

Out the huge slanted windows we can see manhattan in the distance.

CAROL DANVERS
Magneto?

S.H.I.E.L.D. AGENT
Check.
 CAROL DANVERS
Electro guy?

S.H.I.E.L.D. AGENT
Check,

CAROL DANVERS
Otto Octavious??!!

S.H.I.E.L.D. AGENT
Check.

CAROL DANVERS
Oh man...

Harry Osborn.

S.H.I.E.L.D. AGENT
We keep him elsewhere,

CAROL DANVERS
Oh, him you keep elsewhere.

This is insane!

2- Carol can't believe the mess that has been dropped in her lap. The
agents don't like her that much and are taking this critique personally.

S.H.I.E.L.D. AGENT
Ma'am. I understand its a logistical
nightmare.

CAROL DANVERS
Its logistical impossibility.

And you're telling em that there is no

contingency plan? Even after the hulk got
out, even after the-

S.H.I.E.L.D. AGENT
Ma'am. We leak a sleeping agent into
their ventilation system. They don't wake
up for over 48 hours.

3- Carol exhales and tries to think of the powderkeg they are sitting on.

CAROL DANVERS
 But meanwhile. All these maniacs in our
basement.

We're sitting on a powder keg!! A-a-a-a

nuclear bomb.

S.H.I.E.L.D. AGENT
We've had no problems with the-

S.H.I.E.L.D. AGENT WOO

Um, ma'am.

CAROL DANVERS
What now?

4- The agent, at his console, turns to her. Eyes wide.

S.H.I.E.L.D. AGENT MACK

Its Osborn's cell.

Its dark.

5- Carol leans in as do others to see what he is referring to. There is

panic in the air.

CAROL DANVERS
As in someone turned off the lights?

S.H.I.E.L.D. AGENT WOO

As in the monitors are all dead. His vitals,
Visual...

CAROL DANVERS
Who's down there??

S.H.I.E.L.D. AGENT WOO

Cell block seven! This is command.
Report.

6- Same, no one answer. Nothing. Everyone's eyes go wide.

S.H.I.E.L.D. AGENT WOO

Cell block seven!! this is command!
Report!!

CAROL DANVERS
Maybe its just a-
Page 23-

Full page spread

Ext. Triskelion- dawn

A different wide shot of the amazing Triskelion- the gleaming high tech
home of the Ultimates.

Still under massive construction since the events of the ultimates 13.
There is scaffolding and workers and no sign of any superheroes. The
ultimates do not live here anymore.

But the left side of the entire building, from the ground floor up, erupts
in a huge explosion. A fireball that launches into the sky.

Its coming from the basement up. Its big. Its crazy.

Something really bad has happened down there.

Boom.

To be continued...