This is the pilot episode of The Amazing Spider-Man: The Series.

Attack on Oscorp
Gallery Pilot (The Amazing Spider-Man)
Season 1
Episode 1
Airdate July 7, 2014
Written by Cartoon44
Directed by Cartoon44
Previous None
Next Tinkering


After the events of the Amazing Spider-Man film, Peter Parker lives the life of a well known superhero known as Spider-Man. As his fame grows, so does his problems. SHIELD is looking for a new member of their secret organization and they've got their eyes locked on Spider-Man- but first, they want to see if he truly can take what SHIELD protects the world against.




[We open in New York City, where we see an eagle’s view of Oscorp tower. A helicopter in black flies by our screen, as the scene cuts to the pilot inside.]

Pilot: Shall we execute?

[The chief responds through the pilot’s transmitter.]

Pilot: Yes sir.

[A rocket blasts off from the helicopter, as the end blazes with fire. The scene cuts to the ground view of the city, where the people watch in horror from the events of above. Among the crowd is a man in a leather jacket with an eye patch across his left eye. This man is NICK FURY. He turns to view the events, almost studying the rocket as it gradually makes its way to detonation]

Man: What are you doing, eye patch? Run! Come on!

[The man tries to shove Nick Fury away, but Fury shoulders him as he continues to spectate.]

Man: Damn it, I’m outta here!

[The man runs away as the police arrive behind Nick Fury. Nick Fury puts his hands up the police as they exit their cars, letting them know to back up.]

Police Man #1: Who the hell are you?

[Nick Fury turns to face the officer, and almost as quickly as possible the officer recognizes his face and backs away.]

Police Man #2: It’s Fury. Johnny, it’s okay. He’s got it covered.

[The scene cuts back to the event in the sky. Below the helicopter, we see Spider-Man hanging from his hands. He swings twice, and then leaps off the bottom of the vehicle and lands on top of the rocket. He spins a huge web on the wall of the Oscorp tower, jumping off the rocket and landing on the vehicle once again. The rocket lands in the web as Spider-Man turns around to face the pilot.]

Spider-Man: You know what to do.

[The scene cuts to the pilot in a parachute, gliding down to the ground. As the pilot touches the ground, Nick Fury approaches him and shakes his hand.]

Nick Fury: Excellent work. Phase one is complete.


[As the scene slowly comes to the end, we hear the city cheering on Spider-Man. The scene transitions to the same setting, but in the afternoon- a week later. No one can hear the screaming of a woman until they look up in the sky to see her dangling from a rooftop. Holding her hostage is Mac Gargan, better known as The Scorpion. His green tail wraps around her chest.]

Scorpion: Now! You all know how it goes, right? I need cash and I need it fast. 

Hostage: Let me go! Please!

Scorpion: Not a chance. Now prepare to die.

Civilian #1: My god...

[From below, the citizens watch in horror. Police arrive, but they are unable to assist due to the hostage situation.]

Scorpion: Thirty more seconds.

[Scorpion lets go of the hostage, but catches her mid-fall to scare her as well as the citizens from down below. His plan succeeds as she begins screaming. Suddenly, a figure in blue and red swings into Scorpion, pushing him forward. The hostage drops, continuing to scream as she seemingly falls to her death.]

Scorpion: Spider-Man? A hero? No. An idiot? Very much so.

[Spider-Man starts free falling down from the building. Catching up to the girl, he webs her close and holds on to her tight. He casts a web hooking on to the rooftop, saving their fall. They gradually make it to the ground. Spider-Man releases the girl, casts another web, then shoots off the ground and on to the rooftop.]

Spider-Man: Give it up, Gargan. There's no where you can run. No way you can run, actually.

[Scorpion whips his tail at Spider-Man, but he leaps backwards, casts a web down on Scorpion and lands right on top of him. Spider-Man punches him right in the face, and then stands up.]

Spider-Man: Just another failed Oscorp bio-genetic experiment... again...

[Spider-Man swings away as the scene adjusts to the perspective of a cell phone on RECORD. The cell phone captures Spider-Man swinging in the air, from building to building. The scene then cuts to The Scorpion as he climbs down from the building down a long ladder, and heads into the back bathroom. He grabs a towel and wipes off face paint as Phil Coulson comes in and smiles.]

Coulson: Good work.


[In a cafe, in the middle of New York City, a waitress with red hair, Mary Jane Watson, walks through a room full of tables and people. She walks over to a table with a small notepad in her hand and a pencil. Sitting at the table is Nick Fury and a man with a similar appearance named Phil Coulson.]

MJ: What can I get for you two today?

Fury: No, we're-

Coulson: Latte for my friend, here. And a cup of coffee for me.

MJ: Coming right up.

[The waitress walks away as Phil Coulson pulls out his phone from his pocket.]

Fury: And why the hell did you call me down here to converse in a public cafe?

Coulson: Relax, it's Sunday afternoon. I got you a latte.

Fury: No, seriously. We're on a busy schedule, with that other problem.

Coulson: This is the problem, sir.

[Coulson slides his phone over to Nick Fury, displaying the video that he recorded earlier that day.]

Coulson: It seems this confirms our question of friend or foe.

Fury: Time for phase three.

Coulson: What now?

Fury: We know his side, we know his skill... now we need to see how well he does against us.

Coulson: And by us you mean...?

Fury: Stark?

Coulson: He's off-duty right now. Taking a five month break in the Bahamas.

Fury: Who the hell authorized that?

Coulson: He did.

Fury: I'm not even going to get into that right now... what about Barton?

Coulson: Hawkeye. Let's call him in.


[A private copter comes flying down onto the helicarrier. It touches the ground as the wings begin to slow down. Once at a complete stop, the left door opens as Clint Barton comes through, more commonly known as Hawkeye. He is greeted by Nick Fury and Phil Coulson.]

Hawkeye: Fury, Coulson. You called?

Coulson: Yes, we did. Here, let's get inside. We've got some nosy pilots.

[The three begin walking into the downstairs of the carrier.]

Fury: I'm sure you're aware of the Spider-Man, am I correct?

Hawkeye: Yes sir.

Coulson: We need him to take an "exam" for us. And that means you. We need you, our best co-operative agent on the team, to try and take on the Spider-Man. If he passes, he's just what we need as an addition for the Avengers.

Hawkeye: Trust issues, much?

Fury: As SHIELD, we run a very, very secure team. We need to make sure of positive and quality protection, and we need you to help us.

Hawkeye: How come you couldn't use Romanoff? I'm pretty sure she'd be up to play.

Coulson: We certainly could, but we figured she wouldn't be able to get up buildings as fast as Spider-Man could.

Hawkeye: Good point.

Fury: We're not planning an assassination, we just need to make sure Spider-Man is as good a fighter as he makes himself out to be.

Hawkeye: Alright, I'm in.

Coulson: You're going to need more arrows than that, that's for sure.

[Hawkeye takes his arrow out and looks at it, then looks at Phil Coulson. He nods his head.]


[Students are walking out of the school to cars and buses, heading down the main staircase. Among that crowd is Peter Parker and Gwen Stacy.]

Gwen: Are you doing anything later today?

Peter: Got a biology exam to study for, can't do much tonight. Tomorrow?

Gwen: You of all people should know not to make plans ahead, webhead.

[Gwen smiles as Peter laughs. Together, they come down the stairs and cross the street where they begin their walk across the sidewalk.]

Peter: What did you just call me?

Gwen: You heard me.

Peter: Oh, so is that what they're calling me now?

Gwen: Either that or sociopath.

Peter: Who calls me a sociopath?

Gwen: The social media... mostly the Bugle though.

Peter: Figures. Any other names I should be aware of?

Gwen: Too many to count, actually. But let's just say they're not from me.

[Peter and Gwen laugh.]

Gwen: But that's not all they've been saying. There's threats going around. Even if you did stop the Lizard, there's people like him that are still trying to hurt you- or at least they want to.

Peter: That's all they are, Gwen. Threats.

Gwen: For now. It's only been two months since the incident in New York. That's just enough time for someone to plan something.

Peter: Plan something? Like what?

Gwen: I don't know. The world's changed quite a bit and you don't know what you're up against.

Peter: Gwen, it's my responsibility to handle the creatures from Tokyo... because really, I am one.

Gwen: I'm just worried, Peter..

Peter: I've got everything under control. I promise.

Gwen: Just be careful...

[Peter grabs Gwen's hand as they both look at each other and smile. Gwen leans into Peter's ear and whispers:

Gwen: Webhead.

[Peter and Gwen start laughing again as they head into the subway.]


[Peter is the last one on the train, head against the window, half-way asleep. The train comes under a subway and stops. In the waiting crowd to get on the train, Hawkeye comes in front and begins shooting arrows at each of the windows. Glass shatters across the crowd as screaming is heard from the crowd. As an arrow reaches Peter's window, Peter wakes up and moves his head down.]

Hawkeye: Citizens of New York, if you'll all kindly step away from the train, please. This is an anti-terrorist legalized practice, please back away.

Stan Lee: Who legalized this? There are people in that train!

Hawkeye: Please step back sir, these are highly trained professionals.

[Spider-Man appears undetected and swings into Hawkeye and hits him in the head.]

Spider-Man: You were right about that highly trained professional part! But I don't know who the heck you are.

[Hawkeye begins shooting explosive arrows at Spider-Man. People in the subway begin screaming and start running away. Spider-Man dodges the arrows and collects them in a big bag made out of webbing. He swings the bag around and throws it at Hawkeye.]

Spider-Man: Anti-terrorist legalized practice, huh? Only terrorist I see is mister shades over here!

[Hawkeye dodges the bag and shoots three more arrows.]

Spider-Man: Which reminds me, why are you wearing shades in the first place? Are you nocturnal?

[Spider-Man slides below the arrows, sliding into Hawkeye's legs. Barton stumbles, then turns around to see a punch from Spider-Man right in his face.]

Spider-Man: How many points for right in the face?

[Hawkeye kicks Spider-Man in the hip, then tries to throw a punch. Spider-Man catches his arm and throws him onto his back. Hawkeye circles around, then kicks Spider-Man in the legs. He falls to the ground, and slowly gets up, but stops as Barton puts a gun to Spidey's head.]

Hawkeye: It's over.

[Spider-Man flips backwards, uppercutting Hawkeye right in the face and kicking the gun in the air. Hawkeye tries to grab it, but Spider-Man intercepts his reach and webs the gun and his hand to the ground.]

Spider-Man: How the tables have turned. Sir, I'd like to give you a round of applause, starting with New York's finest--

[Police come in from the emergency exit staircase, but stop as they notice Clint Barton. They nod at him as Hawkeye nods back. The police return upstairs.]

Spider-Man: Well, that was weird. Then I'll just have to give you a round of applause myse-

[Spider-Man turns around to see Hawkeye gone. He is seen riding the side of a train as he salutes to Spider-Man, smirking. As the train disappears, Spider-Man turns around and glances at the staircase from the emergency exit.]


[Peter is laying down on his bed watching TV when he hears the sound of police sirens. He gets up, then checks outside and sees police cars zooming across the street. He goes into his closet and pulls out his suit when he remembers the other night, during the battle between him and Hawkeye. He puts the suit back down, closes the closet door and goes on his computer. He goes on the NYPD records and types in 'Clint Barton'. He gets several results as he scrolls down the list, until he stops at 'Hawkeye'. He looks further into it, and sees 'ASSOCIATED WITH S.H.I.E.L.D'. He types in 'S.H.I.E.L.D' on the records, and sees an option. He clicks on it, but it says 'ACCESS RESTRICTED'.]

Peter: What...

[Peter hears more sirens, then looks back at his computer. He closes out, puts on his suit then heads out the window.]


[Spider-Man is crawling through a ventilation system. He kicks a vent door open, and jumps down silently into a secured room filled with drawers and cabinets of police records. He's crawling on the floor as he scans through the room, looking from records A-Z. Suddenly, he gets a call from Gwen Stacy with the ringtone of the classic Spider-Man theme song.]

Spider-Man, whispering: Not now...

[Spider-Man picks his phone out of his pocket and sees its Gwen Stacy.]

Spider-Man: Gwen, really? At eleven o'clock at night?

[Spider-Man picks up the phone and continues to crawl.]

Gwen Stacy: Peter?

Spider-Man: Gwen, I'm really kind of busy right now... what is it?

Gwen: After school today? Remember? Or did you just forget again?

Spider-Man: Right, sorry. I got kinda side-tracked.

Gwen: Like I said before...

[Peter and Gwen laugh.]

Gwen: What are you up to?

Spider-Man: I'm searching through the criminal record files. Some guy named Clint Barton- he was the man who caused that explosion down at the Subway last night. When the Police came, they didn't do anything, I'm trying to figure out why. This morning I found out he was related to some secret organization known as SHIELD...

Gwen: Aha.

Spider-Man: Now I need to know what SHIELD is. It could be related to the NYPD, it could be a secret evil organization plotting something people don't know about...

Gwen: The NYPD gave back some of my dad's work after he died. I'll try and search through that to see if there's anything I can find. I'll call you back as soon as I can.

Spider-Man: Thanks Gwen.

[Peter hangs up and puts the cell phone back in his pocket.]

Spider-Man: O... P... Q... R...-

[An officer kicks the door open to the office and aims his gun at Spider-Man.]

Officer: FREEZE!

Spider-Man: Oh, come on...

[Spider-Man looks behind and sees the cop. He stands up gradually, with his hands in the air.]

Officer: Spidey? What the hell are you doing here?

Spider-Man: You- I saw you last night, down in the subway. You let him get away. Why?

[The officer puts his gun down.]

Officer: We were just following orders, I-

Spider-Man: From who?

Officer: ...Nick Fury, executive director of SHIELD. We were going along with his "training exercise" or so he called it. The chief of the NYPD had arranged agreements with Fury and we were told to stay out of whatever exercise he called for.

Spider-Man: Training exercise? They wanted to train me?

Officer: I dunno, look, you better get out of here. We don't allow people in here, even you, Spider-Man.

Spider-Man: That's all I needed to know.

[The officer goes to open the door.]

Officer: Oh, and I almost forgot, could you sign my daughter's poster? She's a big fan of-

[When he opens the door, he turns around to see Spider-Man gone.]



[Nick Fury monitors over the agents of SHIELD co-piloting the Helicarrier when Hawkeye approaches him.]

Fury: Barton. How'd it go?

Hawkeye: He did it. He passed.

Fury: Excellent.

[Coulson appears and walks over to Fury.]

Coulson: Time for contact, then.

Hawkeye: How are we going to do it this time?

Fury: We'll lure him in. I've got a few ideas.

Hawkeye: Something tells me the test isn't over yet...

[Nick Fury and Phil Coulson look over at each other and grin.]


[Peter climbs up Gwen's apartment, and knocks on her window. Gwen opens the window door and lets Peter inside.]

Gwen: Doorman's still intimidating, huh?

Peter: I'll say.

[Peter and Gwen laugh as Peter enters Gwen's room.]

Gwen: So when I hung up yesterday, I searched through some files that my dad had still kept and found them all leading to a man named Nick Fury. It says he's-

Peter: The executive director of SHIELD.

Gwen: ...Right...

Peter: When you hung up, a cop found me in the office and he told me that Fury and a couple of his agents were hosting some kind of "training exercise". The chief of the NYPD made an agreement with Fury to stay out of their way during the exercises. What I want to know is... why?

Gwen: Well, if they had you on their team, you wouldn't be considered an "ordinary" agent. Maybe they wanted you as part of their last resort-backup team.

Peter: What team is that?

Gwen: I'm pretty sure it's called "The Avengers".

Peter: The Avengers? Where'd they come up with that?

Gwen: Well it's a bit more creative than Spider-Man in my opinion...

Peter: Hey!

[Peter and Gwen laugh.]

Peter: I still want to know why they dared to blow up Oscorp or a metro subway... whatever they're implying to be, they sound more like a threat.

Gwen: To test you.

Peter: Maybe.

[Police sirens are heard from outside the apartment window. Peter looks out and looks back at Gwen.]

Peter: I'll call you later!

[Peter stands up and takes his jacket off. He reveals his Spider-Man costume, then puts on his mask. He takes off his pants, then jumps out the window and swings away with a string of web.]


[The scene transitions to Spider-Man swinging out from an alleyway and through a busy street of people, cars and traffic lights. A few feet ahead from Spider-Man are loud police sirens followed by dozens of police cars. Inside one police car is Phil Coulson with Nick Fury in the passenger seat. Phil Coulson looks at his side mirror and sees Spider-Man following them and smiles.]

Coulson: We've got him on our trail. Spider-Man's hooked.

[Nick Fury smiles as the car turns to another street. Spider-Man swings around the street, following them. The police cars stop at a particularly large building. Spider-Man swings ahead, and enters the building, kicking the door open. As he gets inside, he stops and notices the inside of the building.]

Spider-Man: What is this?

[A SHIELD agent named Maria Hill exits an elevator and walks over to Spider-Man.]

Hill: Congratulations, Spider-Man, you've passed the tests.

[Phil Coulson and Nick Fury come through the front doors.]

Fury: Welcome to SHIELD headquarters.

Spider-Man: You're Nick Fury... you're the executive director of SHIELD.

Fury: Correct.

[Clint Barton walks over with a glass of water.]

Hawkeye: And I'm the guy who almost killed you with a single arrow. Better be more prepared next time.

[Hawkeye laughs.]

Spider-Man: You almost killed those people...

Hawkeye: I was aiming at you, not the crowd.

Spider-Man: You smashed almost seventeen train windows in the process...

Hawkeye: It was almost midnight, no one was on the train.

Spider-Man: The city that never sleeps, remember?

Coulson: Well to be fair, the lady that Scorpion was holding hostage was a stunt double.

Spider-Man: And the Oscorp incident?

Fury: We knew you'd come in time. We just needed to make sure.

Spider-Man: To make sure?! What if I didn't come in time? Those people would be dead!

Hill: Those people are still alive, and that's all that matters. Besides, the police department knew what we were up to. They knew it was all apart of the examination process.

Spider-Man: Okay, how does that matter anyway? You could've still killed those innocent people.

Hill: We know you wouldn't let it happen. We just needed to know how you wouldn't let it happen.

Spider-Man: What were you "testing me" for anyways?

Fury: You're a worthy candidate for our Avengers project. We need more super-heroes as the world faces greater threats, and you're one of those super-heroes. People who can do what ordinary people can't. Although we aren't facing any threats right now, there might just be one in the near future where we need people like you to protect us. With you as part of the Avengers, we can be almost positive the world is one-hundred percent under pure protection.

Spider-Man: You're right, we aren't facing any threats right now. You didn't need to sacrifice those people to assure protection. I can't join a team with secret agents who put their "assured" safety for innocents under their belts when finding a worthy candidate to assure that safety. You may fight threats, but back there you were a threat. I'm sorry, I can't.

Hawkeye: Consider this through, Spider-Man. You may be missing out on a great opportunity to help New York like you never could've imagined.

Spider-Man: Exactly, I could never have imagined this. It's too risky.

Fury: We're trying to prevent the risk.

Spider-Man: Try harder.

Fury: Then help us.

Spider-Man: I didn't sign up for this.

Coulson: None of them did. But when they joined us, they prevented a bigger threat to this world than anything you've seen or we've seen before.

Hawkeye: Besides, that train was breaking down anyways.

[Spider-Man punches Hawkeye in the gut and then kicks him in his side.]

Spider-Man: You're no threat. You're a joke.

Fury: Put your hands up.

[Spider-Man turns around to see his gun pointed at him. In response, Spider-Man puts his hands up, but then swings up to the ceiling. When the group of SHIELD agents look up, they see him gone. Fury, Hill and Coulson have their guns pointed upwards at the ceiling when suddenly Spider-Man swoops down from the ceiling with a thin thread of web and kicks Nick Fury forward into the wall. Coulson and Hill point their guns at Spider-Man until he webs their arms forward at each other, losing their grip of the weapons.]

Spider-Man: Despite the name, you guys really need to work on that defense.

[Iron Man comes crashing through the doors in high speed. He easily knocks down Spider-Man, then flies to the ground. His mask comes off as he begins to speak.]

Iron Man: Maybe they already have.

[Spider-Man turns to Fury as he grins at him.]

Fury: Did you really think I'd schedule a meeting with Spider-Man without taking some precautions?

Spider-Man: Oh, come on.

Iron Man: "Spider-Man." Real creative.

Spider-Man: You too?

Iron Man: What?

Spider-Man: Nothing.

Iron Man: So now, I suggest you drop the act and put your guard down or we're going to have some problems.

Spider-Man: We already do.

Iron Man: There we go.

[Iron Man's helmet visor drops down to his face.]

Iron Man: All aboard SS Stark!... Hey, I kind of like that name. See, there's creative for you.

[Iron Man shoots off in the direction of Spider-Man.]

Spider-Man: Stark? Tony Stark?

[Iron Man grabs Spider-Man mid-air, and continues in his flight at 60 miles an hour. He breaks through the window using Spider-Man as a human shield, and continues as he begins smashing through countless buildings. Mid-way between buildings in an alleyway, Spider-Man shoots two webs left and right to buildings to the side of them and uses all his strength to prevent Iron Man from going any further.]

Iron Man: What the hell are those webs made out of?

Spider-Man: Biocable.

[Iron Man pushes at Spider-Man to break the web, exceeding his original speed. Spider-Man lets go of his web and swings up to the top of the building, making Iron Man fly right into the wall. Iron Man breaks out of the building, then flies up to the rooftop. He points his palm at Spider-Man.]

Iron Man: Give it up.

[Iron Man begins to blast Spider-Man, until he shoots a web straight at his palm.]

Spider-Man: What's the matter, got your hands full?

[Iron Man's blast goes right back into his hand. An electric shock goes through Iron Man's arm, sending sparks through his suit. Iron Man falls to the ground, and tries to get back up until Spider-Man puts his foot down on his back.]

Spider-Man: Not happening.

[Iron Man shoots off into the air as Spider-Man stumbles to stay up. Stark kicks Spider-Man forward, sending Spider-Man toppling over himself until he ends up hanging on the edge of the rooftop.]

Iron Man: Took the words right out of my mouth.

[Spider-Man drops down to the ground. Iron Man looks over the edge, but sees nothing below him as if Spider-Man hadn't fallen. He looks around for him, until Spider-Man swings into him by a web.]

Spider-Man: Then let me close it for you!

[Iron Man falls off the rooftop and lands on the street. Spider-Man walks over to him and picks him up, then throws Iron Man against the wall.]

Spider-Man: It's over, I'm not going to partner with SHIELD. And none of their "agents" can change my mind. Not even you. So send them my regards.

[Spider-Man lets Iron Man drop to the ground, then swings away.]


[Tony Stark is in his living room, on a laptop with a white jersey on. He has a couple of marks on his face and a left arm cast. Nick Fury comes through the door and walks into the living room to see Nick Fury.]

Stark: How the hell did you get in here?

Fury: Door was open.

Stark: I'm gonna have a little talk with JARVIS when this is over...

[Fury sits on a couch across from Stark's.]

Fury: What happened?

[Stark closes his laptop and puts it to the side, then looks up at Fury.]

Stark: He's not changing his mind, Nick. He's saying we're some kind of threat.

[Nick Fury sighs.]

Stark: Any idea why?

Fury: He told us that we ignored the safety that we promised to the people of the city when recruiting new members to save them. And for that, he couldn't handle taking those supposed risks.

Stark: What do you suppose we do now?

Fury: We sure as hell don't want him against us. The least we could do is make sure we're at good terms.

Stark: How, exactly?

Fury: We wait.

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