OCK tears off his
	GLASSES and squints through the FIRE and SMOKE and GLARE.
	SPIDER-MAN THWIPS the ceiling and swings into a drop kick!
	OCK recovers. He grabs SPIDEY and slam dunks him through
	the hole in the floor.

	EXT. THE BOTTOM OF THE BUILDING - NIGHT

	SPIDER-MAN falls through the air. He shoots up a WEB and
	THWIPS, it sticks to the ROCKY bottom of the FOUNDATION.
	OCK appears in the HOLE. He sees SPIDEY'S dilemma,
	hanging on a thread of WEB. A half-broken WALDO snakes
	down and CLIPS the WEB.

	But the WEB sticks to the WALDO! OCK shakes it, but he
	can't get loose. SPIDER-MAN shoots out another WEB at the
	ROCK BOTTOM and, with the leverage, he pulls OCK out.
	OCK swings down in a wide arc and his WALDOS catch on the
	ROCK upside down. He holds on fiercely.