INT. LAB - CONTINUOUS

Peter’s spider-sense motivates him to look at the door’s window, through which he sees the Head Scientist TURN BACK TO HER OFFICE, having heard the crash.

PETER: Miles? Where did you go?

He’s nowhere to be seen. But we can hear him. They continue to WHISPER-YELL.

MILES: (invisible) I'm right here.

PETER: Where? I can’t see you.

MILES: (invisible) I’m right in front of you. Can Spider-Man turn invisible?

PETER: Not in my universe.

MILES: Ow! You just poked me in my eye!

PETER: (marveling) This is incredible-- some kind of fight or flight thing.

MILES: What’s that?

The Head Scientist WALKS TOWARD HER OFFICE to INVESTIGATE. Peter turns, suddenly in a PANIC.

PETER: Remember this password!: Dgfampesand4$35876534545435...

MILES: Slow down, Peter! I-- I need to write it down! PETER: (smoothes hair under mask) ...and download the schematic. MILES: How do I do that?! PETER: While I turn on the charm.

The Head Scientist walks into her office to see Spider-Man STANDING “CASUALLY” with his arm on her desk and a METAL DUCT dented in the MIDDLE OF THE FLOOR.

HEAD SCIENTIST: Spider-Man?

PETER: Oh, hey. Didn't see you there...

HEAD SCIENTIST: Wow. Okay, I’m kinda freaking out right now. I mean, you're supposed to be dead.

PETER: Surprise!

The Head Scientist suddenly pulls up Spidey's mask...

PETER: Whoa! Okay, that's a no-no, we don’t like that.

...revealing Peter's face.

ON THE HEAD SCIENTIST, she GASPS. She quickly appraises him up and down, now LASER FOCUSSED.

HEAD SCIENTIST: This is fascinating.

She snaps on a latex glove and grabs Peter’s face.

PETER: OK, that’s m’face.

HEAD SCIENTIST: An entirely different Peter Parker.

The Head Scientist BENDS DOWN to poke Peter’s STOMACH. Behind her we see semi-visible Miles running around, confused. Peter’s eyes WIDEN -- he’s gonna be caught!

HEAD SCIENTIST : Okay, a little bit of a gut, perhaps from dimensional warping.

PETER: Oh yeah, yeah, yeah. I was way flatter before I warped.

Miles ARRIVES AT THE COMPUTER and frantically plugs in his DRIVE, typing the password: Dgfampesand#4$...then...??

HEAD SCIENTIST (O.S.): (to herself) Travel through the multiverse appears to have deteriorated...

ON MILES/THE SCREEN:

MILES: (to himself) 3454543... Ah, what was the rest?!

Miles pauses, unsure of the rest. Peter WHISTLES.

The Head Scientist LOOKS UP AT PETER IN RESPONSE, a little SUSPICIOUS.

PETER: (covering) How old are you? You don’t look a day over 35!

Miles types the 35. It WORKS! But then a BAFFLING DESKTOP FULL OF FILES appears.

MILES: (to himself) Organize your desktop, lady!

As Peter FRANTICALLY CLOCKS MILES while trying to not be obvious -- The scientist shoves Peter into a chair, hard.

HEAD SCIENTIST: This might pinch a little.

Mechanical RESTRAINTS strap Peter to the chair.

PETER: Ow! Ow, ow!

She grabs a TOOL. Advances.

HEAD SCIENTIST: I know, I just need to get these samples.

She jams a tongue depressor in Peter’s mouth.

PETER: Yeah, okay.

The Head Scientist studies a sample on a slide.

HEAD SCIENTIST: Wow. Just complete cellular decay. I’ve never seen anything like this.

Peter sees a MONITOR AND COMPUTER FLOATING IN THE AIR.

PETER: (whispers) What are you doing?

MILES: (whispers) I’m just taking the whole thing!

The Head Scientist turns to look at Peter.

HEAD SCIENTIST: And obviously you’ve been glitching.

PETER: (glitching) Glitching? No. Why would you even say that?

HEAD SCIENTIST: If you stay in this dimension too long, your body’s going to disintegrate. Do you know how painful that would be, Peter Parker?

PETER: Uh, I don’t know.

HEAD SCIENTIST: You can’t imagine. (weirdly intense) And I, for one, can’t wait to watch.

PETER: (long beat) What did you say your name was?

HEAD SCIENTIST: Doctor Olivia Octavius.

OH NO. She takes off her blue glasses and puts on red goggles. Her TENTACLES UNFURL. One TENTACLE grabs Peter by the neck and slams him into the wall. Ladies and gentlemen, meet this dimension's DOCTOR OCTOPUS.

PETER: Can I assume that your friends call you Doc Ock?

HEAD SCIENTIST: My friends actually call me Liv. (then turning) My enemies call me Doc Ock.

Peter shoots a web towards the door control panel, opening the door for Miles to escape through.

PETER: I got this! Run!

DOC OCK: Who are you talking to?

Miles looks down the empty hallway but hesitates leaving Peter behind. PETER: I got it! DOC OCK: Oh, you got it Peter? Miles takes off down the hallway. Peter is repeatedly SLAMMED into the glass walls as Miles runs by him.

PETER: I got it handled, buddy! Everything is fine!

The ALARM BLARES, with RED ALERT LIGHTING.

INT. HALLWAY

MILES runs, terrified, carrying the computer. Flashing between visible and invisible like a human strobe light. So many emotions swirling his powers can’t tap into just one--He RUNS INTO A LAB ASSISTANT, turning VISIBLE. MILES: DAAAAAAAAHHHHHH!! LAB ASSISTANT: DAAAAAAAHHHHHHH!! PETER (FLIES BY IN BACKGROUND): Okay, this is a little bit bad.

DOC OCK (O.S.): Oh, you’re chatty!

The Lab Assistant leaps up, freaked -- she sure looks like GWANDA IN A LAB COAT...

Peter and Doc Ock continue fighting through offices and laboratories. It’s, well, let’s let Peter tell us:

PETER: And this is the moment that I’m losing the fight.

BOOM! PETER SMASHES through the WALL and lands next to Miles. Peter WINCES IN PAIN.

Miles holds up the computer and monitor, shrugs.

PETER: Alright, let me tell you the good news. We don’t need the monitor.

Peter grabs the monitor, throws it----Peter is already SWINGING OUT THE DOOR. Miles is SHOCKED--

Then, THROUGH THE DUST we see the ICONIC 4 METALLIC ARMED SILHOUETTE of DOC OCK! She EMERGES, towering above.

DOC OCK: Peter! You didn’t tell me you had an invisible friend! Could you give me that back, young man?

MILES: Peter!

DOC OCK: It’s proprietary.

Her ARM extends to Miles when Peter swings Miles out the door.

Peter YANKS HIM THROUGH THE DOOR, shooting ANOTHER WEB to CLOSE THE DOOR in OCK’S FACE! Nice going, Peter!