EXT. ALCHEMAX LABS - DAY

UNZIP! SHORTS DOWN! MASKS ON! THEY SUIT UP! Reveal Miles wearing a YELLOW CAPE with his Spidey-suit.

PETER: And it’s a no on the cape.

MILES: I think it’s cool.

Peter grabs the cape. Miles grabs it. A bit of a tug of war.

PETER: Take that off, it’s disrespectful. Spider-Man doesn’t wear a cape.

Finally, Peter yanks the cape from Miles.

Miles and Peter lie at the edge of the woods SCOPING IT OUT. Beautiful Zaha Hadid style buildings, a dream campus. Peppered amongst are THUGGISH GUYS in lab coats.

MILES: So, how do we retrace Peter’s steps?

PETER: That’s a good question... What would I do if I were me...? (thinks for a second) Got it. Step One: I infiltrate the lab...

We QUICKLY see MULTI-PANEL IMAGES of the mission going off without a hitch -- and with Miles barely appearing.

PETER: Two: Find the head scientist's computer--

MILES INTERRUPTS HIS IMAGE OF A CLASSIC SCIENTIST.

MILES: That lady with the bike is the head scientist. I saw her in this documentary at school.

PETER: Cool. Step Three: I re-examine my personal biases. Step Four: I hack the computer--

Miles POPS into the multi-panel image of Peter downloading the override code from the scientist’s computer.

MILES: It’s not technically hacking. It’s kinda--

PETER: (shoves him out) Not now hold on, I just lost my train of thought... Step Five: download the important stuff, I’ll know it when I see it, and Step Six:... I grab a bagel from the cafeteria and run.

BACK LIVE

MILES: So what am I doing?

PETER: Uh, Step 7: You stay here, you’re lookout. Very important.

Miles reacts.

MILES: Look, man, you have to teach me to do Spider-Man stuff or I’m not going to be able to help--

PETER: (stretching) Alright... (swinging away) Watch and learn, kid, I’ll quiz you later!

Then he’s gone, stealthily swinging across the clearing toward the ALCHEMAX BUILDING, where Peter crawls down to a GRATE, opens it, and ENTERS. Now Miles is ALONE IN THE WOODS.

MILES: (so mad) Why did I get stuck with the jankyold, broke, hobo Spider-Man?

Miles PUNCHES the rock and cracks it.

MILES: That’s new.

Suddenly a LIMO PULLS UP TO THE BUILDING, and who should step out but KINGPIN, flanked by Tombstone, he walks into Alchemax. Miles FREEZES.

MILES: Kingpin!

He hides behind the rock, thinking. What does he do? What does he do? What does he do?

HARD CUT to Miles running across a field towards Alchemax.

MILES (V.O.): What am I doing? What am I doing? What am I doing? What am I doing?

Miles looks over the side of the building, as KINGPIN and TOMBSTONE enter.

He AWKWARDLY ENTERS THE OPEN GRATE into...