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INT./EXT. DOCKS - MOMENTS LATER

Gwen follows Ben's attacker to the docks, where he quickly rushes inside one of the abandoned warehouses.

Inside, the man runs over to a shipment container and opens it up. He tosses his bag inside and closes the door. His breathing is heavy and he stumbles trying to navigate the building.

A sound from inside the warehouse spooks him. He draws his gun and calls out into the dark.

ATTACKER

Who's there! Show yourself!

A SWOOSH sound radiates from behind him, making him turn.

ATTACKER (cont'd)

Look, I-I-I don't want any trouble,just get out of here!

He slowly backs up a set of rickety stairs, up to the second floor.

After scanning the darkness he makes a mad dash to the upstairs door. All seems clear, until he is struck from the darkness by a kick that sends him through a wall and into a small office room.

He stumbles to his feet and blindly shoots into the dark.

ATTACKER (cont'd)

Get the hell away from me!

As the dust clears, he begins to approach, slowly.

ATTACKER (cont'd)

D-Did I get something wrong? Did I do it wrong? Why are you here for me?

Before he is able to reach the exit, his gun is snatched from his hand and he is kicked to the ground.

Gwen, her face concealed in the dark, crushes the gun with her hands and approaches the man.

ATTACKER (cont'd)

I-I'm sorry, things didn't go as planned I-

The man is grabbed by the throat and Gwen lifts him up off the ground. His feet dangle.

GWEN

Why...

ATTACKER

(Through gasps)

Why... What...?

Gwen starts to shake, angrily, and throws the man for his ignorance. It seems, however, she threw him too hard as a CRASH echoes through the abandoned warehouse.

She peers through a man-shaped hole in the wall and sees the attacker laying flat on the ground, blood pooling out of his head. A worker sees him and shines a light up.

The worker catches a glimpse of a shadowy Gwen, before she vanishes from the warehouse.

INT. STACY APARTMENT - NIGHT

George is watching TV where Gwen comes storming in.

GEORGE

Gwen, how was it?

He sees tears streaming down her face. She hugs him when he stands.

GEORGE (cont'd)

What's happened? Gwen, talk to me.

Gwen splutters her words through her cries, unable to explain.

George brushes through her hair with his hand.

GEORGE (cont'd)

Calm down... Explain, slowly.

GWEN

I-It's Ben... He's...He's...

GEORGE

Okay, that's enough. Shh, it's okay.

George rubs her back as she cries into him.

INT. SCHOOL - DAY

Throughout the day, Peter is distant. Every time Gwen tries to reach out he freezes.

The couple return to their lockers after class, as they usually do. Peter is unresponsive. Gwen wants to speak, but the right words just don't come to mind.

Gwen hears whispers in the corridor, it seems that Peter does too. She notices a tear run down Peter's face. She wraps an arm around him.

GWEN

If you need to go, go. I'll still be here if you need me, though, okay?

Peter nods quietly. They close their lockers and Gwen escorts Peter away from the prying eyes of the public.

They walk past Flash and his goons. His friends laugh and chat among themselves, but Flash looks sympathetic. He scoffs at his friends and walks over to Gwen and Peter.

FLASH

Hey Parker!

Gwen turns and grabs Flash by his shirt, slamming him against a locker.

GWEN

Stay away, Flash. Don't even say anything.

FLASH

You think I'm gonna just rub it in? Jesus. I'm mean, but I'm not a damn psychopath.

Gwen lets go. Flash walks over to Peter.

FLASH (cont'd)

Hey man. I just wanted to say, I-I'm sorry. For everything. If you ever want to talk-

PETER

No offense, Flash, but you're not the first person I'd ask for comfort.

FLASH

Fair, totally fair. Just know, like, I know what this is like.

Gwen walks back over to Peter and walks him away. Flash walks back to his friends, who are still muttering among themselves. He smacks the back of his friend's head.

INT. STACY APARTMENT - AFTERNOON

Gwen sits on her bed, lost in thought. If only there was a way she could've prevented these things from happening.

Her door opens and George steps in.

GEORGE

Hey, you doing okay?

GWEN

Yeah... Yeah, I'm fine.

George sighs and sits next to his daughter.

GEORGE

Listen, I know what you're thinking.

GWEN

You do?

GEORGE

Yeah. You're thinking, "How could I have stopped this."

GWEN

(Quietly)

Oh, you do.

GEORGE

Well, there's something you need to know. You can't save everyone. Whether you're too late or not strong enough or whatever. Fact is, sometimes you can't save everyone, and it's something that, as a cop, is also really hard to accept.

Gwen looks down.

GEORGE (cont'd)

But if there's one thing I learned in my time at the force, it's that my badge and my gun, sure they can be persuasive but, they're supposed to give people hope. Safety and security. They're powerful, but it's what I do with that power which makes me "one of the good ones".

Gwen looks back up to her dad.

GEORGE (cont'd)

I learned that there's a responsibility that comes with my position and my tools. That's why it hurts when I don't get to catch the bad guys. It feels like I failed to protect the people I've sworn to myself to protect. It's my responsibility to keep the city protected and it's your responsibility to stay hopeful, for Peter's sake. Give him something to look up to, you know.

George pats Gwen's shoulder before leaving her alone in her room.

Gwen gets up off her bed and looks out of her window.

EXT. NEW YORK - NIGHT

Gwen takes her pink hoodie, black pants, some worn sneakers, a pair of black fingerless gloves and an old ski mask and leaps out of her window.

She reaches out and catches a streetlight, spinning on it before flinging herself off back into the air. She catches a wall and begins climbing.

Once on the roof, she peers over the edge, noticing a speeding car being chased by police. She leaps rooftop to rooftop, slowly catching up to the car, and leaps off.

She falls for a few seconds before crashing down on the roof, shattering the windows and denting the roof itself.

Inside, the two masked gunmen look at each other.

GUNMAN 1

Go check what that was!

The gunman peeks out of the window, gun in hand, and looks at the roof. Before he can even think, Gwen punches him and pulls him out of the car.

The other gunman notices and tries to swerve back and forth. Gwen sticks to the car as it swerves. Eventually, the driver stops swerving and Gwen makes her move.

Holding on to the car, she pushes her body off before pulling back, sending her feet first through the driver side window. The gunman flies out of the passenger side, and Gwen shortly follows.

Before she is completely flung, however, she manages to throw herself in front of the vehicle and holds onto the bumper, pushing her feet into the road.

The car slows down until it reaches a gradual stop. Gwen pants. A pedestrian stands starstruck as he slowly pulls out his phone and snaps a picture. Gwen brushes herself off as the cop car approaches.

Not wanting to answer any questions, Gwen quickly scales a building by leaping onto the wall and crawling up. The pedestrian follows her movements using his phone and the cops exit their car, watching in amazement.

INT./EXT. NEW YORK - MONTAGE

As Gwen dons her homemade look and fights various crimes, Jameson's news reports play behind one of her music playlists.

JAMESON

This just in. Reports of a wall crawling, rooftop leaping, crime fighting vigilante have just come through. Though the people praise her, yes they're a HER, I think differently. This "Spider-Woman", as people have started calling her, does indeed stop bad guys.

In the dark, at the Oscorp Museum, Gwen slowly crawls down a wall and snatches the prototype rappel devices.

JAMESON (cont'd)

HOWEVER! I think there is a little something more going on behind the scenes. What, this "Spider-Woman" comes out of the blue and coincidentally crime has also seen a spike. Almost like SHE IS THE REASON PEOPLE! This is all just a trick! A TRICK! She's no hero, SHE'S A MENACE! AN INSTIGATOR! May I even suggest, A MASTERMIND!