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Spider-Woman swings back up to the roads and zip-kicks Scorpion. She flails her tail in anger which knocks a school bus over. Spider-Woman's eyes widen as she slingshots herself at Scorpion, knocking her down. She jumps over to the bus and webs it, struggling to lift it.

INT. PARKER RESIDENCE - MEANWHILE

Peter sits in his room, his leg bouncing uncontrollably. He looks over at Gwen's things.

PETER

What if she needs me? What if she needs help?

His bouncing leg becomes more and more aggressive before it eventually stops. Peter walks to his desk and opens the drawer. He takes the green vial and takes the top off.

He breathes.

PETER (cont'd)

I'm coming to help, Gwen.

He drinks the vial.

At first, nothing happened. Peter suddenly jolts forward and hunches over, holding his abdomen.

Peter writhes in pain as his fingers begin to elongate.

Downstairs, May hears him grunting and yelling. She rushes up and knocks on his door.

MAY

Peter! Are you okay?

She opens the door and screams.

A reptilian orange eye stares her down and lets out a roar.

May falls to the ground as the monster crashes through the wall. Peter's room is totally destroyed and May is left speechless.

EXT. BROOKLYN BRIDGE - MOMENTS LATER

Prowler recovers and breaks his webby blanket. He scans the bus and sees the students.

PROWLER

MILES!

Scorpion stands and readies her stinger for a stab.

The stinger flies forward, but stops. Spider-Woman turns right to see Prowler holding back the stinger.

PROWLER (cont'd)

We had ONE condition! ONE!

He tugs on the tail and starts fighting Scorpion.

PROWLER (cont'd)

Don't. Touch. My. Family!

Spider-Woman struggles to lift the bus full of students. Her feet start to crack the concrete barrier as she is pulled by the weight of the bus.

The students inside panic and shuffle around, causing the bus to slightly pull Spider-Woman more.

She strains and tries to pull up the bus to no avail. Suddenly, a hand grabs the excess web from behind Spider-Woman and pulls too.

Noticing the bus become lighter, Spider-Woman turns to see officer Davis pulling too.

JEFF

Come on, Spider-Woman! Pull!

Spider-Woman regains her grip and pulls. The bus slowly starts its ascent. But, still, the bus reaches a point where it begins to lower again.

JEFF (cont'd)

Come on Spider-Woman! We can do this!

The web starts to slowly slip from Spider-Woman's grip.

Seeing Jeff and Spider-Woman struggling, a civilian leaves their car and grabs onto the web and starts pulling with Jeff and Spider-Woman.

One-by-one, people leave their cars, hop over the police barriers, and help pull up the bus.

Together, they tug and tug and tug. Eventually, the people and Spider-Woman are able to pull the bus up to a safe position where the students, and bus driver (Devin), escape.

DEVIN runs over to shake Spider-Woman's hand. She lets go of the empty bus which plummets into the water.

DEVIN

Thank you, Spider-Woman, thank you so much.

SPIDER-WOMAN

No problem, Devin.

DEVIN

Wait, how do you know my name?

Spider-Woman freezes and turns to see Scorpion and Prowler fighting. Their fight has progressed down the road towards the abandoned industrial district.

SPIDER-WOMAN

Gotta go! Bye!

She swings off. Officer Davis embraces his son and looks over to Spider-Woman with a hopeful look.

INT. WAREHOUSE - MOMENTS LATER

Prowler and Scorpion face off. Prowler dodges a leg sweep from Scorpion, but this was just a distraction as her stinger lunges forward and impales Prowler. She lifts him up.

SCORPION

You were always so weak, Aaron.

Prowler kicks himself off the stinger. A green liquid oozes out of his wound.

PROWLER

What... Did you do?

SCORPION

I did what traitors deserve.

Scorpion readies another attack. Spider-Woman zips in and kicks Scorpion so hard she travels through the air and through a wall, leaving behind a cloud of smoke.

Spider-Woman holds Prowler in her arms, he takes off his mask.

AARON

I knew who you were.

SPIDER-WOMAN

But you didn't tell anyone.

AARON

Everything I did was for my family, I hope you understand.

SPIDER-WOMAN

I do.

AARON

Then get her... For my family's sake.

Spider-Woman nods before gently setting Prowler down and swinging after Scorpion.

She lands on the broken wall. Inside, Scorpion emerges from a pile of bricks and pipes.

SCORPION

You had to ruin, EVERYTHING!

SPIDER-WOMAN

I know what Norman did. And he deserves to rot for it.

SCORPION

You know NOTHING!

Scorpion fires some acid projectiles from her stinger. Spider-Woman easily dodges and strikes Scorpion before launching her up, firing her webs at the ceiling and slingshotting herself at Scorpion.

The crash up through to the second floor where Spider-Woman continues her offensive. She hits Scorpion with another kick which sends her into a crate.

SCORPION

You have no idea what he did.

SPIDER-WOMAN

I know he tortured you, Winona. And I know you didn't choose those powers.

SCORPION

I didn't choose to look like this, like a monster. You'll never know what that's like.

SPIDER-WOMAN

I never chose my powers either. But what I did choose is what I did with them. If you had chosen to do good, sure at first people would think you're a monster, but they'd eventually love and appreciate you.

SCORPION

You don't know that!

SPIDER-WOMAN

I do, Winona! I'm probably the only other person who does!

Scorpion leaps forward. Spider-Woman dodges and grabs Scorpion's tail. She wraps her tail around herself and webs it as she goes. Spider-Woman crawls around Scorpion and begins wrapping her up in webs.

Spider-Woman kicks Scorpion before webbing the wall behind her. She pulls herself forward, grabbing Scorpion and smashing her through the window.

Before they fall, Spider-Woman attaches a web to a light and sticks it to Scorpion. Spider-Woman descends on a different web, upside-down.

SPIDER-WOMAN (cont'd)

Please testify in court. You can take Norman out the better way. I'll provide the evidence. Please let your last act be a good one.

Scorpion struggles in her web, before settling.

SCORPION

Promise me he won't get away with it.

SPIDER-WOMAN

I promise, Winona.

Suddenly, Spider-Woman's spider-sense alerts her. She turns her head to the building. Echoed crashes and roars rumble in her chest.

SPIDER-WOMAN (cont'd)

Oh no...

In an instant, the transformed Peter blasts through the derelict brick. His skin has turned to an armored scaly green and his mouth has become more gator-like.

The LIZARD lunges at Spider-Woman, knocking her off her web and falling with her. He bites down on her left thigh. She cries out in pain before punching Lizard in the snout, he releases his grip before lunging again.

Spider-Woman webs his shoulder and stands on his back as the two crash through the roof of another derelict building.

They land on the floor with a cloud of smoke and dust. Lizard doesn't waste a second and slashes at Spider-Woman relentlessly. He eventually slashes her abdomen and picks her up by the arm and neck, charging through walls. His claws dig deep into her elbow.

Spider-Woman screams in agony as she kicks away and zips to a nearby support beam. Lizard stares her down before charging at the supports. Spider-Woman leaps out of the way and onto a nearby wall. Lizard shakes his head, dazed.

Lizard lets out a roar. The ceiling trembles and crumbles slightly. Lizard begins his charge until...

SLAM