This was one of those dream projects that, for one reason or another, never fully got off the ground. During Jim Shooter's reign as Editor-in-Chief, he approved my concept for doing a very adult Spider-Man story, one that left the character somewhat altered by the end of the graphic novel. In order to give the book the maximum amount of impact and attention, I was able to recruit two of the most sought-after talents working in the business at that time - Paul Smith (Penciller) and Barry Windsor-Smith (Inker). In fact, Barry had submitted copious notes on the story itself, prior to us actually getting into production.

Needless to say, with talents like that, who are in constant demand, the project got off to a somewhat slow start, although Paul did get twenty-some pages penciled before being pulled off to work on other assignments. Unfortunately, those pages, along with the rest of the story, sat in limbo for quite a while.

Eventually, Tom DeFalco took over as Editor-in-Chief and decided that the storyline itself was far too life-altering for the character. Keep in mind, that prior to taking over the center seat at Marvel, Tom was the editor of all the Spider-Man titles and had some serious opinions concerning the future direction of the character. So, with a tear of regret in his eye, DeFalco canceled the project, paid everyone for their contributions and told us to get the hell out of his office.

For your entertainment, I found the original ROUGH DRAFT story plot (along with editorial and art notes prior to creating the final draft) and a few pages of Paul's pencils that I'm posting here this month. For some reason, I still have not been able to locate a copy of that final draft, but I thought it would be fun for everyone to read this warts and all!

PAGE 1: We open with Spider-Man in a typical scene, swinging down Broadway (around the Time Square area). He's thinking about his long day past and the long day ahead.

PAGE 2 & BEYOND: Suddenly, his Spidey-sense tingles as he passes a liquor store. We cut inside the store where there are nasty bad-guy types robbing the over weight, unshaven proprietor of said establishment.

Enter: The amazing Spider-Man, who proceeds to mop up the joint of said crooks in magnificent Spidey fashion [ART NOTE TO PAUL: Paul, it is important that Spidey uses a ton of webbing, as it comes into play later]. One young tough smashes a bottle to cut Spidey up, but he webs him into the wall before he can act. The second hood pulls a gun and is about to turn Spider-Man's head into raspberry jelly, when Spider-Man webs up the gun and attached hand. The second hood said he's a badass, as long as he has one good hand, and he rushes Spider-Man -- trying to land a good haymaker with his freehand. To this, Spidey demonstrates what fast and bad really means. In a multiple image sequence, he bounds all over the joint. Finally, he lands squarely on the astonished hood. SM then proceeds to package the hoods up with webbing for the police. The grateful store owner, amazed at SM's performance, let's him know that he can come in for free booze anytime. SM merely says, "Thanks," and goes swinging on his way merrily.

CUT TO: The long island mansion of one Carla DelVeccio, wife to ex-patriated gangster John DelVeccio. The mansion should be a heavily guarded area, with electronic gate monitors and the works. (This place has been a gilded cage for Carla for the last seven years). Inside the mansion we see Carla, surrounded by luxury, playing with an antique music box from the 17^th century. The music box has an emblem of a peacock in a golden cage (symbolism – WOW!). She’s waiting for the phone to ring, when it does, she is overjoyed. Her husband has smuggled himself into the country from South America in order to see her. As Carla takes down info on where she is to secretly meet him, the made enters the room carrying a tray with tea  [EDITORIAL NOTE FROM JIM SHOOTER: This is cliché, make it root beer]. The maid stops in the doorway in order to eavesdrop on the conversation (she is an informant as we will find out later). Once the call ends, the maid enters and offers the madame tea. Carla tells the maid to call up the limo from the garage…she is going out.

CUT TO: SM swinging on the roof of the Daily Bugle to pick up his clothes that he left on the roof. He changes back into his civilian duds and makes his way downstairs to the desk of Ben Urich (the Bugle’s number one investigative reporter). Ben is on his 1000^th cup of coffee at the time, when Parker asks him, “What’s up?” Parker is obviously digging for a lead that will land him some decent pictures that he can sell back to the Bugle. Ben informs Pete that he’s heard through the grapevine that mobster John DelVeccio is back in the country and a rival mob is determined to snuff him. Pete asks, “Why don’t you just call the cops?” to which Ben replies, “I report the news, I don’t become part of it.” Besides, he’s waiting for a call from his stoolie to let him know where the hit is coming down. Maybe then, Ben says, he might think about informing the cops. The phone rings. Ben answers and finds out that the hit is downtown and it’s going to be DelVeccio’s wife, instead of the mobster himself. Ben hangs up and turns around to talk to Pete, only to find that he’s gone. Then we cut to a large panel of SM swinging full speed toward the area of the intended hit.

CUT TO: A limo parked in an alleyway in Soho. Inside the bullet proof vehicle, we see a fashionably dressed Carla, concerned and anxious. In the foreground is her driver Raoul. Suddenly, both ends of the alley are blocked by black sedans. From the rooftop, several hoods appear brandishing automatic weapons. Ditto for the goons in the two sedans. Gunfire erupts! Fortunately, the limo is bullet proof, but doesn’t stop the occupants from being scared shitless! Carla shouts to Raoul to call the cops on the car phone. The goons on the rooftop are having a great ol’ time blowing the shit out the limo when – TADA! Spidey shows up and starts kicking ass in typical Marvel fashion. He uses a lot more of the webbing. After mopping up on the roof, he wall crawls down to the alley and, through a hail of bullets, kicks more ass! [ART NOTE TO PAUL: Give me lots of goons flying and getting their heads broken, Paul]

QUICK CUT TO: a cop car speeding through the streets towards the action. Back in the alley, the remaining goons hear the siren and start to make tracks. Tires squeal and smoke as baddies haul ass. [ART NOTE: Now, Paul, here comes – “The scene”] Spidey is at one end of the alley mopping up those hoods that do not get away. At the other end of the alley, the “cop car” pulls up. The cops get out of the car and go to the limo demanding that the occupants step out so that they can take them into protective custody. But as the cops are coaxing Carla out of the car, Spidey’s sense starts tingling like mad. He sees that the cops are brandishing automatic weapons, something that normal New York City police officers don’t carry. Spidey shouts at Carla to get back into the limo. At this point, the chauffeur gets out of the limo and approaches the cops. They greet him by leveling their weapons and cutting him in half! At this point, everything goes slow-motion (if it was a movie). Spidey is too far away to reach the fake cops in time, so making a series of spectacular leaps, bounding off the alley walls; he makes it to Carla as bullets start flying. He shoves Carla into the car and starts to form a web shield when his web fluid suddenly punks out! He’s made a tactical error! Spidey attempts to leap over the limo to the protection of the opposite side, when he’s hit by the first bullet [ART NOTE TO PAUL: Take as many panels as you need, to graphically bring it home, Paul] ! Writhing and twisting in a sick mid-air ballet, Spidey takes nine slugs then lands on the pavement with a thickening thud [EDITORIAL NOTE FROM JIM SHOOTER: Bob, talk to me regarding this sequence, please]! Astonished, the cops kneel over the bloody body (full page shot please), saying, “Holy shit! We’ve just killed Spider-Man!” Before they can turn their attentions back to Carla, they hear the sounds of real cop sirens in the distance. The bad guys split. Sobbing, Carla steps out of the limo once again. She drags Spidey to the front seat of the limo, soaking her fashionable clothes in his blood in the process. [ART NOTE TO BOB FROM PAUL: This is the hardest, toughest, bravest thing Carla’s ever done, in sticking her neck out for someone else. We need to show her fear, hesitancy, tears, the shakes, etc, etc]

Hauling ass away from the scene (Carla is at the wheel), she phones the mob doctor who has been in her husband’s employ for years. She tells him to get ready to operate at her mansion and she will meet him there. The doctor inquires as to who has been hit, Carla shouts for him to never mind and do as she asks. Outside the gate of the mansion, she stops the limo long enough to peel the gory Spidey costume off Peter. Inside the doorway of the house, she is met by the doctor and his assistant. They cart Pete’s body down to the basement of the mansion, where there is a well-equipped medical facility. With time drawing short, they begin to operate on the dying superhero. Cut to the alley where this all took place, this time the real cops are checking out the carnage left behind by the battle. We see one of the cops kneeling to check out a large pool of blood. Another cop (a rookie) asks him, “What the hell happened here?” The first cop looks up at the kid and says, “Somebody bought the farm, that’s much is for sure! No one can lose this much blood and live!”

NEXT SCENE: We see a close-up on a pair of medical forceps holding up a misshapen bullet into the light. Off panel, we hear the doctor say, “I think that’s the last one.” Then we see the forceps open and the bullet drop into a pan. In the pan are eight other high caliber slugs. The doctor is simply amazed that Peter is still alive at all. Carla asks if he’ll live, to which the doctor replies, “Who knows? He’s lapsed into a coma, only time will tell.” Cut to a week later. Carla covers up, as best she can, the entire tragic event. She spends each day sitting by Pete’s side in a private guest room of the mansion. [ART NOTE TO PAUL: Let’s do a little dream sequence of Pete’s tortured mind with scenes of Uncle Ben’s death, Gwen Stacy’s death, etc. to give the readers of some past knowledge of Spidey’s history] Carla over hears him in his delirium, and learns much about his past. One night, several days later, as she sits studying his face, Peter finally awakens from his coma. At first, he doesn’t know her, but suddenly the memories of the vicious attack come rushing back to him. He tries to sit up, but finds that he can’t. Carla tries to calm him; she explains to him the doctor’s diagnosis, that he’s suffering from severe trauma and some nerve damage. Sadly averting her eyes from him, she says it may be months before he ever walks again, “Do you have a name?” she asks. “Peter.” “Just Peter?” she asks. He forces a smile and says, “Or Pete.”

More days pass. Pete is now in a wheelchair. The two talk and talk and get to know each other better as the days pass. Pete begins to sense the pain of Carla’s lonely existence. At the same time, he also begins to notice her beauty and her habit of fiddling with that antique music box. Finally, he works up the courage to ask her about the box. Then, we flash back to her story about growing up in the Bronx, getting deeper and deeper into drugs and related bad shit. Then, one day, she met John DelVeccio, who was on his way up through the mob. He cleaned her up, and made her his woman. Through him, she was able to get out of her miserable existence and have a shot at the “good life.” But one day, after he had taken over as head of the mob, the government came down on him for tax evasion, and he was forced to flee the country, or face thirty years in the big house. She was left with all that he had, in terms of wealth, but she became a prisoner of it at the same time. It was no longer safe for her to leave the estate. John continued the run the operation from South America, and his rival gangs wanted it stopped – anyway that they could. So for seven years, she has lived in the mansion alone, a bird in a gilded cage. (Back to present) Pete finds himself extremely sympathetic to her and smiles affectionately as they say goodnight to each other. Later that night, Pete has a horrible nightmare – reliving the shooting that almost killed him. He wakes up, covered in sweat, and screaming. Awakened, Carla runs in from the next room to comfort him. She is dressed in only the sheerest of gowns (and what a set of moogies she has!). He calms down, and in a tender moment, they almost kiss. The close proximity creates tension and she, as if startled, exits the room quickly.

NEXT DAY: They start Pete’s therapy in Carla’s private gym. Peter has leg braces on. It is painful and discouraging as he goes through nautilus workout, walking with the use of parallel bars and all the other therapies. But at the same time, their interest in each other continues to grow. That night, Pete makes a few phone calls to explain his absence to those people who would miss him, he wonders if he’ll ever be the same again. [EDITORIAL NOTE FROM JIM SHOOTER: Bob, make this a -BIG DEAL-] The phone calls are followed by another night of fitful sleep. That morning, Peter awakens tense. He wonders if he’ll ever be Spider-Man again. He attempts to walk up and down some platform stairs that they use in the gym (Carla, dressed in nifty work out clothes, is bracing him). Carla urges him on, but it’s obvious that Pete is not concentrating. Eventually, he loses his balance and starts to fall. Carla grabs a hold of him, trying to support his weight, but as a result, they both fall hard to the floor. For a time, they lay there, side by side; she says to Pete that he can’t quit, that he has to keep trying. As they start to sit up, they stare into each other’s eyes. She moves closer and closer, until finally, their lips meet. Pete is awkward at first, but then passion swells, as he embraces her fiercely, the camera fades to black.

NEXT MORNING: Carla brings Pete’s wheelchair into the bedroom, but this time, it’s her bedroom instead. “No thanks,” Pete says, “I think I’ll walk to therapy today.” Carla is aghast as Pete rises to his feet. In great pain, Pete, very shaky, makes his way towards the door. But then, a leg buckles, and he falls [EDITORIAL NOTE FROM JIM SHOOTER: This seems ordinary, jazz it up a bit]. She rushes to him, he smiles saying, “Everything’s going to be alright.” Carla replies, “Well then, let’s get to work.” Both Pete, and his affections, get stronger as time passes. He starts to redevelop his Spidey power, unbeknownst to Carla [EDITORIAL NOTE FROM JIM SHOOTER: Must be tighter]. Then, one day, as Carla is bringing Pete lunch in the gym, she opens the door and SHOCK!!! The tray slips to the floor, as she sees Pete, upside down, clinging to the ceiling. She regains her composure as Pete crawls down to her. In all the time since he was wounded she has all but forgotten that her new lover is actually the amazing Spider-Man. She cries out that she fears for his life as Spider-Man. She confesses that she has fallen in love with him. Pete feels likewise and assures her that he’ll never allow Spider-Man to come between them (dream on!). However, Pete’s nightmares continue with scenes of Uncle Ben, blood, death, pain, you know…the fun stuff! In time, Pete has fully recovered, but he makes no attempt to leave the safe confines of the DelVeccio estate. All seems well, until a fateful phone call -  John DelVeccio has flown into the country undetected once again, and is on his way home to see Carla (at great personal risk, I might add). Carla, tearful and apologetic, tells Pete that he must leave the estate before John returns. Pete is faced with a reality check, as he ventures back out into the real world after being gone for months. After a quick train ride back to Manhattan, Pete arrives back at his old apartment. It now looks like a dump, compared to where he’s been. Emotionally, he’s all torn up about Carla being with her husband, he finally decides to give a shot at being Spidey again. He pulls out his spare suit from his dresser – holding it in his hands, staring at it, unsure as to what to do next. Then, accidentally, his thumb touches the Spidey signal on his belt, and the beam casts the symbol onto his face (neat huh?). He looks at his image in the mirror and makes a decision.

CUT TO: Spider-Man swinging through town, getting the hang of it quite quickly (and now the fun stuff). His Spidey sense begins to tingle [ART NOTE TO PAUL: We’re now going to repeat the opening sequence in the liquor store, but this time make it a grocery store]. Two young punks are holding up the place, when Spidey comes to the rescue. WHAP! BANG! ASSES KICKED! Except this time, with his back to one of the kids, his Spidey sense warns him of danger! He does a spectacular flip over the punk and comes down face to face with him. Unfortunately, Spidey suddenly finds himself staring down the barrel of a .45 automatic. He freezes up! He can’t move! The punk, thinks Spidey is bravely staring him down! He panics, drops the gun, and runs away! Spidey just continues to stand there, as the store owner says, “That’s the bravest thing I’ve ever seen!” Without uttering a word, Spider-Man leaves.

Back at the DelVeccio estate, Carla is bidding her husband a tearful farewell as he enters a laundry truck that he used to smuggle himself into the estate. In her hand is the music box. As he drives off toward the secret air strip, she turns and walks back into the house, listening to the music box’s melody. As she enters the drawing room (lit only by the fireplace), she gasps in amazement! There sits Pete, in Spider-Man uniform – his mask in his hand, slumped back in a large easy chair. Emotionally, he’s near the breaking point. Holding back tears, he says, “I’m finished.” But before he can go any further, the phone rings. It’s a warning for John DelVeccio, to avoid going to the air strip (the maid has tipped off the rival gang again)! This time, it’s too late, he’s doing to get snuffed for sure. Tearfully, Carla implores Pete to go save him. Pete becomes furious, he retorts, “So what if he dies?! You don’t love him! You love me! If they bump him off, you’ll get everything won’t you?!” “No…I signed a pre-martial agreement. I’ll get nothing.” “We still have each other,” Pete says, “Isn’t that enough?” She pauses – walks over to the fireplace – lowers her head and softly says, “…no.” Pete stands up, and looks at Carla coldly, he says, “Okay. I’ll save him if I can.” Carla shudders, “But what about you, Pete?” Pete replies simply, “I don’t give a fuck anymore.” And with that he splits.

CUT TO: The air strip - deserted, run down, unused for years, a lone plane sits on the darkened field as the laundry truck pulls up. Suddenly, from the old dilapidated hangers that dot the air strip, comes a shit load of assassins out for blood. John and his crew make a mad dash for the plane as bullets begin to fly. Just as it looks like John DelVeccio is about to buy the farm – enter the amazing Spider-Man! Fighting like a berserker, Parker is more reckless and more violent than we’ve ever seen him! He wades through the goons with explosive fury. DelVeccio is pinned down, unable to get to the plane, which has just started up its engines. Spider-Man gets to his side and bodily throws him into the open door of the aircraft, as a hail of gunfire opens up on them. At this point, we’ll repeat the same leap that got him shot up earlier in the story. As he bounds over the top of the plane, we see guns blazing in his direction, but this time we cut away—

FINAL SCENE: Hours later, back at the mansion, the flames have died down to mere embers in the fireplace. A tearful Carla sits, holding in her hands the music box, the symbol of her torment. Suddenly, she hears the intercom buzzer for the driveway gate. Over the intercom she hears Peter’s voice. She rushes outside, down the long driveway, to see Peter (still dressed as Spider-Man), standing on the other side of the gate. With her voice trembling, she asks him, if he’s going to stay on that side of the gate or not. Pete says, “This is the side I belong on. I forgot, that with great power, comes great responsibility. I may die out here…but I can also live out here too.” He concludes with, “That is something, my darling, that you will never know.” With that, he turns, and walks into the night. On the other side of the gate, the music box slips from her grasp onto the ground, and the melody from the box plays on…and on…and on.

END