The Alternate Spider-ManWE BEGIN ON A COMIC.

The cover asks WHO IS SPIDER-MAN?

SPIDER-MAN (V.O.): Alright, let’s do this one last time. My name is Peter Parker.

QUICK CUTS of a BLOND PETER PARKER pulling down his mask...a name tag that reads “Peter Parker”...various shots of Spider-Man IN ACTION.

SPIDER-MAN (V.O.): I was bitten by a radioactive spider and for ten years I’ve been the one and only Spider-Man. I’m pretty sure you know the rest.

UNCLE BEN tells Peter:

UNCLE BEN (V.O.): With great power comes great responsibility.

Uncle Ben walks into the beyond.

SPIDER-MAN (V.O.): I saved a bunch of people, fell in love, saved the city, and then I saved the city again and again and again...

Spider-Man saves the city, kisses MJ, saves the city some more. The shots evoke ICONIC SPIDER-MAN IMAGES, but each one is subtly different, somehow altered.

SPIDER-MAN (V.O.): And uh... I did this.

Cut to Spider-Man dancing on the street, exactly like in the movie Spider-Man 3 (2007).

SPIDER-MAN (V.O.): We don’t really talk about this.
A THREE PANEL SPLIT SCREEN: shots of Spider-Man’s “products”:

SPIDER-MAN (V.O.): Look, I’m a comic book, I’m a cereal, did a Christmas album. I have an excellent theme song. And a so-so popsicle. I mean, I’ve looked worse.

MATCH CUT: Peter, PINNED to a WALL by a mechanical tentacle arm. KINGPIN punches Peter. GREEN GOBLIN fights Peter.

SPIDER-MAN (V.O.): But after everything, I still love being Spider-Man. I mean, who wouldn’t?

Peter runs toward a SUPER-COLLIDER, something we’ll see quite soon. Peter SLAMMED TO THE GROUND.

SPIDER-MAN (V.O.): So no matter how many hits I take, I always find a way to come back.

Peter GETS UP... in a shot that we will also remember, RIGHT BEFORE GOBLIN GRABS HIM. The collider EXPLODING, the force of the blast rippling through New York.

SPIDER-MAN (V.O.): Because the only thing standing between this city and oblivion is me. There’s only one Spider-Man. And you’re looking at him.

Spider-Man WINKS. Man, he’s cool.

SMASH CUT:Meet Miles MoralesINT. MILES’ APARTMENT - BEDROOM

MILES MORALES draws HOME-MADE STREET ART NAME-TAGS at a desk, headphones on, singing along to a song he’s too young for (”Sunflower”), but he doesn’t quite know the words yet. A PHOTO of a YOUNGER MILES with his PARENTS and his UNCLE AARON visible in the background.

RIO (O.S.): Miles! Miles, time for school!

JEFFERSON (O.S.): Miles! Miles! MILES!
Miles WHIPS OFF his headphones.

MILES: Yeah?!--

JEFFERSON (O.S.): Are you finished packing for school?

MILES: Yeah! Just ironing my last shirt!

Reveal his EMPTY BAG. He is NOT PACKED. He’s been AVOIDING IT.

RIO: ¡Vamo chacho!

He FLIES around the room, tossing VARIOUS ITEMS into the suitcase, throwing on a BLUE UNIFORM JACKET, the camera catching other childhood details.

JEFFERSON (O.S.): C’mon, you a grown man now! Let show these teachers that. Let’s go!

RIO (O.S.): Miles!

INT. MILES’ APARTMENT - LIVING ROOM - CONTINUOUS

BAM! The door flies open. FAST-PACED, Miles enters the living room, where his parents get ready for the day.MILES: Where’s my laptop?RIO: ¿Donde le dejaste?MILES: ¡Yo no se!

JEFFERSON: If you want me to drive you we gotta go now--MILES: (edging away) No Dad, I’ll walk!JEFFERSON: Personal chauffeur going once--MILES: (continuing) It’s okay.

RIO: Ay Maria, este nene me tiene loca!
Miles grabs food. Mom and dad frantically cross behind him.

RIO: (impatient) Miles, gotta go!!

MILES: (chewing) In a minute!

RIO: (sing-song) Gotta Go-ohh...

MILES: In a minute!

EXT. STOOP - MORNING

Rio SMOTHERS an embarrassed Miles with kisses. Miles rolls his eyes, hates it/loves it.

MILES: Mom. I gotta go...

RIO: (kissing him) In a minute...

Miles rolls his bag down the steps as Rio calls out:

RIO: Papá! Llamame! See you Friday!

MILES: Okay, mami. Hasta luego!

INT. BROOKLYN STREET - MORNING

Miles struggles down the street with the heavy bag, but he’s in his element. He walks by his old school, BROOKLYN MIDDLE - passes some OLD FRIENDS, who he loves and misses.

OLD FRIEND 1: Ohhhhh. Look who’s back! Yo what’s going on, bro?

MILES: Hey, I’m just walking by, how you doing?

OLD FRIEND 2: Miles! ¿Te va bien en la escuela?-

MILES: Seguro que si.

OLD FRIEND 3: Yo, Miles did you feel that earthquake last night?

MILES: What are you talking about? I slept like a baby last night.

OLD FRIEND 5: How’s that new school?

MILES: So easy!

OLD FRIEND 5: We miss you, Miles!

MILES: You miss me? I still live here! Wait, you miss me?

TIME CUT: Miles RUNS DOWN THE STREET, SLAPS his HOMEMADE STICKERS on some things, ends by SLAPPING a STOP SIGN, making a LOUD CLANG but he trips on his shoe laces and falls into the street.

MILES: ¡Contra!

POLICE LIGHTS FLASH along with the signature BWOOP BWOOP.

MILES: (knows what’s coming) Ah c’mon...Sitting Back ThereEXT. BROOKLYN - MORNING

The POLICE CAR moves through the neighborhood. Miles is in the back seat. 1010 WINS plays.

MILES: Seriously, Dad, walking would have been fine.

Reveal Jefferson driving. Miles' dad is a COP!

JEFFERSON: You can walk plenty on Saturday when you peel those stickers off.

MILES: You saw that? I don’t know if that was me, Dad.

JEFFERSON: And the two from yesterday on Clinton.

MILES: Yeah. Those were me.

Jefferson stares, shuts down the cheekiness. Miles looks hurt. Jefferson clocks his pained look. It bums Jefferson out. There’s an awkwardness between Miles and his dad that's not there with his mom. They drive by a row of HIPSTER COFFEE SHOPS. Jefferson tries to bridge the gap with Miles, more cheerful:

JEFFERSON: Soooo... look at that, another new coffee shop... you see that Miles?

MILES: Totally, yeah...

JEFFERSON: You see that one, what’s that one called?

MILES: Foam Party.

JEFFERSON: Foam Party, come on...and everyone is just lining up! You see that, Miles?

MILES: I see it.

JEFFERSON: Is that a coffee shop or a disco?

MILES: Dad, you’re old, man.

NEWS ANCHOR (ON RADIO): There are multiple reports of another mysterious seismic event last night. Sources close to Spider-Man say he is looking into the problem.

Jefferson shakes his head, disapproving, turns off the radio.

JEFFERSON: Spider-Man. I mean this guy swings in once a day zip zap zop in his little mask and answers to no one, right?

MILES: Yeah, Dad.JEFFERSON: And meanwhile my guys are out there, lives on the line.MILES: Uh huh...SCHOOL KIDS run alongside the car looking at Miles, who slinks down. They bang on the window, teasing Miles:

SCHOOL KIDS: You get arrested?!JEFFERSON: No masks, we show our faces. Accountability.MILES: Oh no! Dad, speed up, I know these kids.JEFFERSON: You know, with great ability comes great accountability.

MILES: That’s not even how the saying goes, Dad.

JEFFERSON: I do like his cereal though, I’ll give him that.

Jeff stops the car. The teens reach Miles’ window.

TEEN BOY: Yo Miles! You get arrested?

MILES: (mortified) Oh my gosh. Don’t cops run red lights?

JEFFERSON: Some do... but not your Dad!

EXT. NEW YORK - MORNING

The car drives up right under the Brooklyn Bridge, to a school overlooking MANHATTAN, which LOOMS across the water.

EXT. VISIONS ACADEMY - MORNING

The car pulls up. Miles sits, not wanting to go in.

MILES: Why can’t I go back to Brooklyn Middle?

JEFFERSON: (raises his eyebrows) Miles, you’ve given it two weeks. We’re not having this conversation.

MILES: I just think that this new school is elitist...

JEFFERSON: Elitist?

MILES: ...and I would prefer to be at a normal school among the people.

JEFFERSON: The people? These are your people!

MILES: I'm only here ‘cause I won that stupid lottery.

JEFFERSON: No way. You passed the entry test just like everybody else, okay! You have an opportunity here, you wanna blow that, huh? You want to end up like your Uncle?

MILES: (under his breath) What’s wrong with Uncle Aaron? He’s a good guy.

Jefferson FLINCHES, angered. Reins it in.

JEFFERSON: We all make choices in life.

MILES: It doesn't feel like I have a choice right now.

JEFFERSON: YOU DON’T!

Tension fills the car. They sit in silence for a beat. Miles gets out of the car and opens the front door to get his bag Jefferson staring through his rearview mirror.

JEFFERSON: I love you, Miles.

MILES: Yeah, I know, Dad. See you Friday.

Miles shuts the door and walks away. Jefferson watches, bummed at the state of the relationship. He lifts his P.A.

JEFFERSON (INTO P.A.): You gotta say I love you back.MILES: Dad are you serious?JEFFERSON: I wanna hear it.MILES: You wanna hear me say it?JEFFERSON: I love you, Dad.MILES: You’re dropping me off at a school--JEFFERSON: I love you Dad.MILES: Look at this place!JEFFERSON: Dad, I love you.MILES: Dad, I love you.

JEFFERSON (INTO P.A.): That’s a copy. Tie your shoes please!The Lottery WinnerINT. VISIONS ACADEMY - MORNING

PAN UP from UNTIED SHOES -- Miles clocks them but defiantly DOES NOT TIE THEM. Miles walks through a LOBBY filled with TALLER KIDS in IDENTICAL BLUE UNIFORMS. A cutting-edge LAB SCHOOL in a converted industrial building.

STUDENT: I love you, Dad!

In a SEA OF BLUE, Miles awkwardly tries to interact like he was on his street but everyone's so focused.

MILES: Hey, good morning. How you doing?... Weekend was short, huh? (he turns to another kid) Oh my gosh. This is embarrassing, we wore the same jacket.

MILES P.O.V. -- The UNIFORMED KIDS just pass by. Miles is discouraged.PASSING STUDENT: Hey.MILES: (hopeful) Yeah?PASSING STUDENT: Your shoe’s untied.

MILES: Yeah, I’m aware. It’s a choice.

And as his SHOULDERS DROOP he turns to walk into...

INT. VISIONS ACADEMY - MONTAGE

...A MATH TEACHER in front of a BAFFLING FORMULA...

MATH TEACHER: Who can solve this for XY?

...A LOGIC TEACHER in front of an ELABORATE PROOF...

LOGIC TEACHER: And that is known as a syllogism.

...IN JUMPCUTS Miles walks back and forth across the hallway. Each time he is holding more paper and books in his arms, getting more and more WEIGHED DOWN.

SPANISH TEACHER (V.O.): en este clase, se habla castellano.

LITERATURE TEACHER (V.O.): Tonight, read two chapters of Great Expectations.

SCIENCE TEACHER (V.O.): I’m giving you a take-home quiz on volumetric pressure.

HEALTH TEACHER (V.O.): ...a five page essay with your conclusions stressed.

VARIOUS TEACHERS (O.S.): Workers Party/ Take-home Work/ Industrial Revolution/ Incapable/ An enormous change/ Unstoppable...

The MONTAGE BUILDS, a MULTI-PANELLED FLURRY.

PRELAP: A BELL RINGS.

He runs through the EMPTYING HALLWAYS. END MONTAGE.

INT. VISIONS ACADEMY CLASSROOM - DAY

Students sit in a DARKENED CLASSROOM, lit only by a large screen playing a DOCUMENTARY.

PHYSICIST: ...countless other possibilities. There could be a universe where I am wearing red. Or wearing leather pants--

The door BURSTS OPEN. MILES, out of breath, is silhouetted in the doorway. The TEACHER FLIPS THE LIGHTS on. STUDENTS blink in the bright light and grumble.

MS. CALLEROS: Mr. Morales, moving in the dark. You’re late again.

MILES: Einstein said time was relative, right? Maybe I’m not late. Maybe you guys are early.

Miles’ joke is met with unamused SILENCE. Except for a single TITTER from a NEW GIRL.

NEW GIRL: Sorry. It was just so quiet.

MS. CALLEROS: Would you like to keep standing there or do you want to sit down?

Someone HITS THE LIGHTS. In the dark, Miles awkwardly makes his way to his seat, BANGS into a desk in the dark.

Onscreen is a PHYSICIST, identified as “Director, Alchemax Laboratories.” She’s the consummate nerd and AMPED about physics.

PHYSICIST: Our universe is in fact one of many parallel universes happening at the exact same time. Thanks to everyone here at the Fisk Family Foundation for the Sciences, I will prove they exist when I build my supercollider. All I need is 10 billion dollars. Chump change, right?

ON MILES, he BONKS INTO THE DESK of a NEW GIRL, paying rapt attention and sits down at the desk beside her. Miles checks out the girl, who catches him looking. Miles looks away. Looks back -- she’s still looking.

NEW GIRL: I liked your joke.

MILES: Really?

NEW GIRL: I mean, it wasn’t funny, that’s why I laughed. But it was smart, so I liked it.

MILES: (taken aback, then) I don’t think I’ve seen you before--

Ms. Calleros SHUSHES Miles, cutting him off.

MS. CALLEROS: Shhhhh!

Miles sits -- checks out the new girl but she’s again focussed on the documentary. Miles is INTRIGUED.

PHYSICIST: Every choice that we make, would create countless other possibilities. A What-if to infinity.

INT. VISIONS ACADEMY CLASSROOM - LATER

Miles stands in front of Ms. Calleros’ desk as she slides a zero with a 0/100 written on it.

MILES: A zero? A few more of those and you probably have to kick me outta here, huh? Maybe I’m just not right for this school?

MS. CALLEROS: If a person wearing a blind fold picked the answers on a true or false quiz at random, do you know what score they would get?

MILES: Fifty percent?

MS. CALLEROS: That’s right!

MILES: Wait wait!

MS. CALLEROS: The only way to get all the answers wrong, is to know which answers were right. You’re trying to quit. And I’m not going to let you. I’m assigning you a personal essay. Not about physics, but about you and what kind of person you want to be.

INT. DORM ROOM - NIGHT

Miles stares at his STACK OF HOMEWORK. He takes out a legal pad to start on his Great Expectations paper. He sighs. Frustrated, Miles looks out the window for a beat. Miles SMILES -- he has a MISCHIEVOUS IDEA.A Night With AaronEXT. BROOKLYN - NIGHT

Miles moves down a street, alive with nighttime city energy. Once again the CAREFREE kid he yearns to be. Moving AWAY from the Manhattan skyline and turning into AN ALLEY, where he sees a light on in the top apartment.

INT. UNCLE AARON'S APARTMENT - NIGHT

UNCLE AARON is texting on his couch when he receives a picture text of him, texting, from 1 second ago. Uncle Aaron looks at his window and sees Miles.

MILES: (laughing) Uncle Aaroooooon! Hey! Were you scared?!

Miles PRESSES HIS FACE UP AGAINST THE WINDOW making a funny face.

TIME CUT: Aaron washes dishes as Miles SPARS with Aaron’s PUNCHING BAG not-very-competently:

MILES: You want that, huh? Unh. Unh.

UNCLE AARON: What’s up with school?

MILES: Going great. Got tons of friends.

UNCLE AARON: You can't tell me it’s all that bad there... smart girls is where it’s at. Place must be full of 'em.

Aaron walks over to the punching bag and holds it for Miles.

MILES: No, there’s no one. There’s no one.

Aaron walks over to the microwave to get some popcorn.

UNCLE AARON: Yo I cannot have a nephew of mine on the streets with no game.

MILES: I got game! (fronting) There was a new girl, actually, she's kinda into me. You know how it is.

UNCLE AARON: What's her name?

Miles sits on the couch, and SCRIBBLES in his notebook.

MILES: (stutters, until--) You know we... this is... we’re laying down the ground work right now.

Uncle Aaron reacts, amused by Miles effort to sound cool.

UNCLE AARON: You know about the shoulder touch?

MILES: Of course I do! But tell me anyway.

UNCLE AARON: Tomorrow, find that girl, walk up to her and be like... (does shoulder touch) "Hey".

MILES: (laughing) You serious, Uncle Aaron?

UNCLE AARON: I'm telling you, man, it's science.

MILES: So, walk up to her and be like... hey.

UNCLE AARON: No no no no... like hey...

MILES: "Hey."

UNCLE AARON: No. “Heyyy...”

MILES: (mocks him) Heyyyyy.

UNCLE AARON: You sure you’re my nephew, man?

Miles’ phone vibrates.

UNCLE AARON: Is that her?

Miles has a text from Dad: “Done with that homework?”

MILES: (checking his phone) I should probably go. Still got a paper to do tonight.

Aaron sees this text and then casually but deliberately changes the subject to Miles’ drawings in his notebook.

UNCLE AARON: Yo, you’ve been holding out on me. You throw these up yet?

MILES: No, man, you know my dad. I can’t.

Aaron stands. He crosses out of frame, Miles getting EXCITED.

UNCLE AARON: C’mon. I got a spot you ain’t gonna believe.

MILES: I can’t! I can’t I can’t--

INT. SUBWAY CAR - NIGHT

Miles and Aaron make their way out of a subway car and wait for it to clear.

MILES: I’m gonna get in so much trouble.

UNCLE AARON: Hey man, tell them your art teacher made you.

MILES: Hey, how did you know about this place?

UNCLE AARON: Did an engineering job down here.Subway Spider BiteINT. SUBWAY TUNNEL - NIGHT

Aaron and Miles walk deeper and deeper down the tunnels and approach an ELECTRIFIED floor-to-ceiling FENCE. RACK TO an AlCHEMAX PRIVATE PROPERTY SIGN, and other HIGH SECURITY PARAPHERNALIA. Someone really wants people to stay out. Aaron expertly CLIMBS A FENCE, drops down on the other side. Miles climbs the fence. We STAY ON AARON as we hear Miles struggle. Finally Miles lands next to Aaron.

MILES: Wassup?

Uncle Aaron laughs.

UNCLE AARON: Yeah, man, I knew we were related.

INT. ABANDONED SUBWAY TUNNEL - NIGHT

Aaron leads Miles into a huge space. Empty walls and spiderwebs as far as the eye can see.

MILES: Whoa... (then, for the echoes) BROOKLYN! Brooklyn! Brooklyn!

The room is full of BEAUTIFUL STREET ART -- it’s a secret spot.

UNCLE AARON: There’s a lot of history on these walls.

MILES: This is so fresh.

Aaron gestures to a wall that’s been RECENTLY CLEANED AND PREPPED...clearly by Aaron. Aaron smiles, leans down to his BAG and unzips it, revealing KRYLON SPRAY PAINT CANS. He tosses a can to Miles. Presses PLAY on a stereo. Miles SMILES and starts painting. Aaron turns over a BENCH.

UNCLE AARON: Now you’re on your own, Miles. (then) Whoa, slow down a little... that's better... that’s perfect.

Unbeknownst to them, a faintly glowing SPIDER descends on a web, towards the ground and towards the cans!

UNCLE AARON : (coaching him) The real Miles, comin’ out of hiding. Now you can cut that line with another color. That’s it...

MILES: Little help?

CUT TO Miles on Uncle Aaron’s shoulders. For a beat afterward, they paint TOGETHER.

UNCLE AARON: You want drips? ‘Cause if you do, that’s cool, but if you don’t you gotta keep it moving...

MILES: That’s intentional!

Aaron traces Miles’ silhouette on the wall.

UNCLE AARON: Wow.

Miles steps back, admiring his work. A STRIKING PIECE, built around Miles' silouette with nothing painted inside it. A BLANK. “No Expectations” written above.

MILES: (suddenly embarrassed) Is it too crazy?

UNCLE AARON: No, man. Miles, I see exactly what you’re doing here, man.

Miles smiles. So happy to finally be seen.

UNCLE AARON : Yeah. You know me and your Dad used to do this back in the day.

MILES: Stop lying.

UNCLE AARON: It’s true. Then he took on the cop thing... and I don’t know. He’s a good guy, just... you know what I’m saying...

Aaron’s phone VIBRATES, he READS a message. A shadow across his face.

UNCLE AARON : All right, come on man. I gotta roll.

Aaron walks out of the tunnel leaving Miles alone. Miles takes one last look at their PAINTING and takes a picture of it on his phone. There's the SPIDER, on the back of Miles’ hand. It BITES him! WE JUMP INTO PSYCHEDELIC 2D ANIMATION, watching the VENOM make it’s way into MILES’ BLOOD STREAM, BUILDING UNTIL Miles flicks the spider and it falls off his hand.

UNCLE AARON : Miles, let’s go!

Miles, hiding the bite, runs to join his Uncle.PubertyINT. DORM ROOM - NIGHT

TIME LAPSE: As the moon rises, Miles shifts positions. It’s a restless sleep, the spider-bite faintly glows, Miles starts to sweat... While Miles tosses and turns, his roomate Ganke works on his computer, taking a break to read “The True Life Tales of Spider-Man” comic book.

INT. DORM ROOM - MORNING

Miles gets up and puts his pants on. They are too short.

MILES (V.O.): That's weird. My pants shrank.

The words "that's weird" are VISUALIZED onscreen. Miles looks up, SURPRISED by the sound of his own Spider-Man voice-over.

MILES: I think I hit puberty.

Ganke stops typing at this laptop, eyes wide. He quickly resumes his work as the words “I should have kept that to myself” appear thought-bubbled next to Miles.Why Am I So Sweaty?INT. VISIONS ACADEMY - HALLWAY - DAY

Miles walks the halls, awkwardly trying to pull down his pants that are now suddenly too short for him. As he speaks HIS THOUGHTS APPEAR IN THREE DIMENSIONAL SPACE BEHIND HIM.

MILES (V.O.): I gotta get new pants. Wait, why is the voice in my head so loud? (then) What--

His strut is interrupted by a high-pitched WHINE that STOPS when he bumps into the NEW GIRL FROM PHYSICS CLASS.

NEW GIRL: Oh! Are you okay?

MILES: What?

MILES (V.O.): Why am I so sweaty???

NEW GIRL: Why are you so sweaty?

MILES: It's a puberty thing. I don't know why I said that. I’m not going through puberty. I did. But I’m done. (”cool” and deep voice) I’m a man. (tries to be suave) So, you're, like, new here, right? We got that in common.

NEW GIRL: Yeah, that’s one thing.

MILES: Cool, yeah. I’m Miles.

NEW GIRL: I'm G-Waaaanda.

MILES: Wait, your name is Gwanda?

GWANDA: Yes, it’s African. I'm South African. No accent though, 'cause I was raised here.

Gwanda continues, though her voice FADES AWAY...

MILES (V.O.): Do the shoulder touch now! Before she walks away!

In SLOW MOTION, Miles' hand heads toward Gwanda's shoulder as she watches its slow, deliberate journey.

MILES (V.O.): Why is this so scary? Am I doing this in slow motion or does it just feel that way?

WANDA: ...I'm kidding. It's Wanda. No G. That's crazy.

The hand lands. Beat.

MILES: (”cool” and deep voice) “Hey.”

WANDA: Okay then. I’ll see you around.

MILES: Oh. See you.

Miles is mortified. Wanda turns to leave but is jerked back by Miles.

MILES : Sorry... um... oh crap--WANDA: Hey! Um, can you let go please? Ow ow ow ow ow, calm down, it’s fine--MILES: I can't... let... go...Miles is STUCK to her. He tries to unstick himself but it keeps getting worse. Now Wanda's hair is involved.

WANDA: Miles, let go!

MILES: I'm working on it. It's just puberty!

WANDA: I don’t think you know what puberty is! Just relax.MILES Okay, I have a plan. WANDA: Great.MILES: I’m going to pull REALLY hard.WANDA: That’s a terrible plan.MILES: 1... 2...WANDA: Don’t do this!--WANDA : ...3!

Wanda finally has enough and FLIPS Miles, in full view of dozens of students. Miles SCREAMS.

MILES: AHHHHHHHH!!!

Pre-lap: An electric razor BUZZES.

INT. NURSE'S OFFICE - LATER

Miles looks on as his hand is freed from Wanda’s hair. Miles’ expression tells us her hair is ravaged. And it is.

MILES: Nice to meet you.

She won’t even look at him.

WANDA: Sure. Total pleasure.

INT. VISIONS ACADEMY - HALLWAY - CONTINUOUS

Exiting, Miles balls his hair-covered hands and puts them in his pockets. He walks the halls, mortified.

MILES (V.O.): No one saw. It’s okay. No one knows. No one knows. (everyone is staring) Everyone knows. Everyone knows!

The sentence “EVERYONE KNOWS” appears behind him, giant letters. The period appears last like a CANNONBALL.

MILES (V.O.): They’re talking about me. They saw everything. He knows. She knows. They know. (distracted by a tall girl) Wow. She's super tall. Why is he smiling? Am I the weird guy now? What am I doing? How do I stop? Can they hear my thoughts? Why are all my thoughts so loud?!

The SCHOOL SECURITY GUARD appears.

SECURITY GUARD: Hey! I know you snuck out last night, Morales.

MILES (V.O./THOUGHT BUBBLE): Play dumb.

MILES: (to the security guard) Who’s Morales?

MILES (V.O./THOUGHT BUBBLE): Not that dumb.Spider-Man SymptomsPanicking, Miles TAKES OFF RUNNING.

SECURITY GUARD: Hey!

Miles rounds a corner and runs down the hall trying. He finds an open door and runs into:

INT. OFFICE - CONTINUOUS

Miles slams the door behind him.

MILES (V.O.): You’re okay. You’re okay. You’re okay. He’ll never find you.

He SPINS to LOOK AROUND THE OFFICE, and sees, to his horror, a PHOTO OF THE SECURITY GUARD AND HIS BUDDIES.

MILES (V.O.): No.

EXT. SECURITY OFFICE

The guard reaches the door, starts to bang. We now see the sign on the door: SECURITY OFFICE. INSIDE THE OFFICE, Miles is stuck, yanking on the door. His HAND pulls away, ripping off the DOOR'S VENEER. He stands, his hands sticking to his shirt and accidentally YANKING IT OVER HIS EYES.

SECURITY GUARD (O.S.): What are you doing in my office, Morales?! Morales! Open up!

Unable to see he RUNS DIRECTLY INTO A BOOKSHELF, then sticks to it, pulling it down IN FRONT OF THE DOOR. He hits the laptop and Spider-Man’s Christmas song ("Spidey-Bells (A Hero's Lament)") starts to play.

MILES (VO/THOUGHT BUBBLE): Why is this happening?

Outside in the hallway, the security guard notices the kids reacting to the song playing from his office.

SECURITY GUARD: (sheepish) It’s my kids playlist.

Miles TRIPS and ROLLS UP THE WALL, circling the four walls like a dervish, he sticks to the ceiling and “break dances.”

SECURITY GUARD: Open up!

MILES (V.O./THOUGHT BALLOON): (exerting himself) Stop... sticking!

He falls onto a DESK CHAIR and then ROLLS OUT THE WINDOW!

OUTSIDE THE BUILDING, Miles sticks straight out his window sill, sticky feet the only thing preventing him from falling down.

MILES (V.O./THOUGHT BUBBLE) : Keep sticking, Miles!

Miles struggles to get inside. He rolls onto an ADJACENT WINDOW where A FULL CLASSROOM of TRANSFIXED STUDENTS doesn’t notice the horrified Miles on the window.

TEACHER: ....what Hofstadter is suggesting... is that we... look underneath...

Miles rolls AROUND THE BUILDING, rounding a corner. Suddenly BIRDS fly into him, and somehow become STUCK TO HIS HANDS as they FLAP WILDLY, PECKING AT HIS EYES--

INSIDE THE GLASS HALLWAY, we find WANDA, watching Miles, a little perplexed.

WANDA: ...OK...

BACK WITH MILES, rounding a corner-- He’s back at his dorm room!

MILES: My room!

IN HIS ROOM, Miles makes his way through his window to the FLOOR. He looks up, breath heaving as a SPIDER-MAN COMIC floats down onto his face. (The True Life Tales of Spider-Man)

Miles lifts the comic -- it rips a bit -- and looks at it. The two-page spread contains panels IDENTICAL TO WHAT MILES JUST EXPERIENCED: A Spider bite. Peter Parker pulling on the door ("Why is this happening?", “Please stop sticking!”), rolling out the window, and finally lying the floor, exactly where Miles is.

MILES : (pure panic) How could there be two Spider-Men? There can’t be two Spider-Men.

MILES (V.O.): Can there?I Don't Want to Be a SuperheroSPLASH PAGE: THE TWO SPIDER-MEN

On the cover: Miles leans against a glass building, 20 stories up. The REAL SPIDER-MAN is his reflection, but he’s bigger and cooler looking.

EXT. BROOKLYN STREET - DUSK

Miles races down the street. A phone RINGS.

MILES (V.O.): Come on, Uncle Aaron. Pick up. Pick up.

UNCLE AARON (PHONE MESSAGE): Yo, it’s Aaron. I'm outta town for a few days. Hit you when I'm back. Peace.

His thoughts racing in V.O.:

MILES (V.O.): No nononono. It's not possible--

The THOUGHT BUBBLE “NO’S” FLY OFF BEHIND HIM.

MILES: It's just puberty, it’s a normal spider, and I'm a normal kid--

--SCREEEEEEEEECCCHHH!!!! Miles races into the path of an ONCOMING CAR, but reflexes kick in and he VAULTS over it -- an INSANE SUPER-HEROIC leap that lands him twenty feet away. AMAZED PASSERSBY CHEER.

Miles continues on, more freaked out than ever.Back Through the TunnelsONSCREEN COMIC BOOK BOXES: “Later...Miles searches for answers...”

INT. SUBWAY TRAIN - NIGHT

Miles rides the subway.

MILES (V.O.): I gotta tell someone.

He scrolls to his DAD’s number. He thinks to himself for a beat, then DECIDES AGAINST IT.

INT. SUBWAY STATION - NIGHT

He exits the subway, turns toward the DARK TUNNEL he and Uncle Aaron walked into.

MILES: You’re being crazy Miles. You’re being crazy.

INT. ABANDONED SUBWAY TUNNEL - NIGHT

The MURAL Miles made is still here.

MILES: Find the spider. You’ll see.

The DEAD SPIDER is there. Miles flips it over. It looks WEIRD and FLUORESCENT.

MILES : It's a normal spider. It’s like boring how normal the spider is...

The spider GLITCHES making Miles jump back. Suddenly, Miles hears a RUMBLE. He stands, STARTLED. The rumble STOPS. It appears to be coming from a PITCH BLACK ABANDONED TUNNEL. A surge of SPIDER-SENSE. Overwhelming.

MILES (V.O.): Why is this happening to me?Assembly Room FightINT. PITCH BLACK TUNNEL

Miles shines his light into darkness. This is SCARY. A LONG, BLUE TUBE, stamped ALCHEMAX, arcs into the DISTANCE, HUMMING. Miles’ spider-sense continues to direct him.

Another surge of SPIDER-SENSE hits Miles and we hear competing thoughts in his head.

MILES (V.O.): Slow down!/What am I doing? What am I doing?

Miles picks up the pace, jogs around the corner, where Miles TURNS, a BIG SURGE OF SPIDER-SENSE and multiple voices are heard together.

MILES: Look out./I don’t want to be a hero!/Look out.

MYSTERIOUS VOICE #1: You’re like me.MYSTERIOUS VOICE #2: That’s all it is Miles.MYSTERIOUS VOICE #3: You’re like me.MYSTERIOUS VOICE #4: LOOK OUT!

WHAM!!!!! A SUBWAY CAR flies towards him from the next room and SMASHES AGAINST THE WALL BESIDE HIM!

MILES: Whoa!

INT. SUPERCOLLIDER STAGING CHAMBER - CONTINUOUS

A massive staging room containing Alchemax EQUIPMENT.

ZOOM IN ON: SPIDER-MAN. In mid-flight. Backwards. He wrecks against some painful looking equipment. ON MILES, TERRIFIED. What's happening?!

SPIDER-MAN: Norman, listen to me.

MILES (V.O.): Spider-Man?!

SPIDER-MAN: I cannot let you open a portal to another dimension! Brooklyn is not zoned for that!

PAN to reveal GREEN GOBLIN, a 25' beast with massive wings. He unfurls a big BIG BLUE TONGUE.

GREEN GOBLIN: It’s not up to me.

MILES (V.O.):: Is that Green Goblin!?

GREEN GOBLIN: Why won’t you quit?!

SPIDER-MAN: I don’t know I guess I like Brooklyn not being sucked into a black hole?

MILES: I think I’m gonna go...

SPIDER-MAN: Staten Island maybe, NOT Brooklyn!

As Miles turns to run, A GIANT BEAM CRASHES INTO THE ROOM. Miles FALLS ON TOP OF IT as it swings back out into the room where Goblin and Spider-Man are FIGHTING. Miles hangs onto the beam for dear life.

MILES: No, no!

Miles is tossed around the room as Goblin and Spider-Man battle.

Green Goblin throws CLUSTER BOMBS as Spider-man swings around them, and Miles avoids the explosion but now he's EXPOSED. This is WAY more real in person.

He runs down a MASSIVE HALLWAY, away from the battle. Miles catches himself before tumbling over the end of the hallway into a giant room.Meet KingpinINT. SUPERCOLLIDER ROOM

He is now in an ENORMOUS CHAMBER containing a SUPERCOLLIDER.

MILES: Woah!!

Miles looks around the room, confused.

MILES : What is this place?

Spider-Man and Goblin BURST through doors above him. Miles falls STRAIGHT DOWN, but Spidey spots Miles and swings him safely away, high and far from the action. They are on an OBSERVATION LEDGE overlooking the collider chamber.

A beat as they appraise each other. Then:

SPIDER-MAN: Did you know your shoes are untied?

MILES: Uh huh.

SPIDER-MAN: This is a onesie so I don’t really have to worry about it.

A beat. Spidey senses something in Miles. Their spider-senses RESONATE. Like a mind meld.

SPIDER-MAN: (thrown) I thought I was the only one. You’re like me.

MILES: I don’t want to be.

SPIDER-MAN: I don’t think you have a choice, kiddo. (gently) Got a lot going through your head, I’m sure.

MILES: Yeah...

SPIDER-MAN: You’re gonna be fine. I can help you. If you stick around, I can show you the ropes.

MILES: (so relieved) Yeah.

SPIDER-MAN: I just need to destroy this big machine real quick before the space time continuum collapses. Don’t move. See you in a bit.

IN AN AMAZING, MIND-BOGGLING MOVE, Spidey jumps away and uses the MASSIVE CHURNING SUPERCOLLIDER to WHIP HIMSELF UP until he’s ON THE CEILING, hundreds of yards above, and eyelevel with a CEILING PANEL.

MILES (V.O.): How does he do that?

He RIPS THE PANEL OUT, reaches in, pulling out COMPLICATED WIRING. He pulls a STRANGE COMPUTERIZED KEY out of his suit and tries to plug it INTO A HANGING PORT. Miles watches, IMPRESSED.

Spider-Man tries to put the key in the port, but it’s the wrong side, he flips it around, that’s wrong too somehow.

SPIDER-MAN: I always get this wrong.

As he finally gets it, a SURGE OF SPIDER-SENSE.

SPIDER-MAN: (looks up) Oh boy.

A PURPLE BLUR streaks overhead. TWO PUNCHES from nowhere. Dazed, Spider-Man looks up and sees a lanky opponent in a purple MASK and SUIT wearing mechanized GLOVES and BOOTS. It's THE PROWLER.

As they FLY ACROSS THE ROOM, FIGHTING...

SPIDER-MAN: Prowler! Man, I was in the middle of something!

Prowler THROWS HIM HARD TO THE GROUND.

SPIDER-MAN: (hitting ground) I am so tired...

Prowler lunges towards Spider-Man but Spider-Man expertly dodges the claws and spinning rocket boot kicks.

SPIDER-MAN: Are you mad at me? I feel like you’re mad at me.

Miles watches from down below, helpless. He SNAPS a picture on his cell phone.

SPIDER-MAN: Is that all you got?

The GREEN GOBLIN appears and pins Spider-Man to the ground. His giant blue tongue lashes around angrily, hitting SpiderMan with GIANT GOBS OF SPIT.

SPIDER-MAN: Uhh, so gross.

MILES (V.O./THOUGHT BUBBLES): I should go up there and help him! Who am I kidding, I should not do that.

PRELAP: THE SOUND OF LOUD, DELIBERATE FOOTSTEPS. THE CLICKING OF A PEN.

INT. CONTROL ROOM

TERRIFIED SCIENTISTS work as SOMETHING HUGE walks through the room from behind them.

REVEAL KINGPIN, an elaborately-tailored HULK OF A MAN. He walks through the control room towards the windows that face out over the collider room.

KINGPIN: (creepily singing Spider-Man theme) Dooby do, dooby do. Watch out, here comes the Spider-Man! (then, over a P.A.) You like my new toy? It cost me a fortune. But hey, you can’t take it with you, right? You came all this way. Watch the test. It’s a hell of a freakin’ light show, you’re gonna love this.

SPIDER-MAN: (panicking now) No! No! Don’t do this! Stop! You don’t know what it can do, it’ll kill us all!

The collider ROARS ON, lights MOVING UP THE WALLS toward the top, as it CRESCENDOES WITH-- CLUNK! A TINY ATMOSPHERIC METER in a BOX lowers down, blinking, with a TINNY WHIR...

Spider-Man confused as the SENSOR LOCKS INTO PLACE.

BLAM! The collider behind Spidey ACTIVATES, firing PARTICLE BEAMS at the BOX, which FREAKS OUT, it’s readings ON HAYWIRE. IT’S CRAZY LOOKING.

Kingpin watches, a huge smile. A DREAM COMING TRUE. The scientists are growing EXCITED.SCIENTIST 3 (O.S.): The portal is opening.FEMALE PHYSICIST VOICE (O.S.): I see multiple dimensions opening!KINGPIN: Good.

FEMALE PHYSICIST VOICE (O.S.): That was 3... 4... and 5 separate dimensions.

SCIENTIST 4 (O.S.): It’s unstable... we should stop.

EXT. BROOKLYN - SAME TIME

A Brooklynite looks up from a quivering latte at FOAM PARTY...

A minor EARTHQUAKE shakes Brooklyn. But this is no ordinary earthquake. Weird colors, weird blurring. 25 TRAFFIC LIGHTS vibrating in the same space. 25 DIFFERENT-LOOKING CHRYSLER BUILDINGS vibrating in the same space. As we’ll later learn this is a “dimensional quake.” Very dangerous. But it looks COOL.

INSIDE THE COLLIDER ROOM

Spider-Man struggles as Goblin continues to hold him onto the ground. The ceiling tiles begin to shake, falling onto Goblin.

SPIDER-MAN: Norm, what’s your take on head trauma? (it hits Goblin) I tried to warn you, pal.

Spidey jumps towards the collider. BUT--

Goblin rises, flies, then GRABS Spider-Man and SHOVES HIM into the beam/tiny portal. The beam now OUT OF CONTROL.

KINGPIN: Goblin, no! Get him out of there!

Uh Oh. Goblin pushes Spidey's head INTO THE BEAM.

PETER'S POV: PSYCHEDELIC LIGHTS and UNDULATING THREADS. We don’t know it yet but we are seeing a portal to the multiverse. SPIDEY starts to GLITCH STRANGELY.

Spidey regains control, PULLING GOBLIN into the beam then A HUGE ENERGY PULSE BURSTS OUT FROM THE COLLIDER, knocking everyone back!

OUTSIDE, the PULSE WHOOSHES THROUGH THE CITY, KNOCKING THE LIGHTS OUT TEMPORARILY.Death of Spider-ManINT. SUPERCOLLIDER STAGING AREA - INTERCUT

The PULSE wrecks the chamber. Miles has FALLEN THROUGH A HOLE IN THE FLOOR, smoke billowing everywhere.

Miles scrambles by the remains of Green Goblin, crushed by some heavy machinery: DEAD.

Miles reaches A very injured SPIDER-MAN.

MILES: Hey! Are you okay???

SPIDER-MAN: (no, but plays it off) I’m fine, I’m fine. Just resting.

MILES: Can’t you get up?

SPIDER-MAN: (wry laugh) Yeah, yeah I always get up... (coughing) The coughing’s probably not a good sign.

NOISES FROM ABOVE, shadows. Kingpin’s thugs have discovered the hole.

SPIDER-MAN: Listen, we gotta team up here, we don’t have that much time...

Spider-Man hands the SHUTDOWN KEY to Miles.

SPIDER-MAN: This override key is the only way to stop the collider. Swing up there, use this key, push the button, and blow it up.

Spider-Man swallows hard, his breath shallower, his voice FAST. This is serious.

SPIDER-MAN: You need to hide your face. You don’t tell anyone who you are. No one can know. He’s got everyone in his pocket.

MILES: What?

SPIDER-MAN: If he turns the machine on again, everything you know will disappear. Your family, everyone -- everyone. Promise me you’ll do this.

MILES: I promise.

SPIDER-MAN: Go! Destroy the collider. I’ll come and find you... it’s going to be okay.

Miles CLAMBERS UP A DEBRIS PILE TO THE FLOOR ABOVE.

Miles peeks up to the top of the collider... IT’S SO FAR UP THERE. Down below the conversation continues. Kingpin enters:

KINGPIN: Tombstone. We’re done with tests. Get that thing ready to go again.

The scientist BACKS AWAY, runs. Kingpin shakes his head.

KINGPIN: Run faster. These guys are weak.

Kingpin approaches Spider-Man.

KINGPIN: I’d say it’s nice to see you again, Spider-Man. But it’s not.

SPIDER-MAN: Hey, Kingpin. How’s business?

KINGPIN: Booming. Ha!

SPIDER-MAN: Nice...

Kingpin takes off Spider-Man's mask.

SPIDER-MAN: Aw, that’s a no-no.

It's Peter Parker, 26 years old. BLONDE.

SPIDER-MAN: This might open a black hole under Brooklyn. It can’t be worth the risk.

KINGPIN: It's not always about the money, Spider-Man.

Prowler APPEARS FROM THE DARKNESS, advances on Peter.

SPIDER-MAN: (frantic) Don’t you want to know what I saw in there?

KINGPIN: WAIT...

Kingpin’s hand raises. Prowler HALTS.

SPIDER-MAN: I know what you’re trying to do. And it won’t work. They’re gone.

A flash of FURY and Kingpin delivers the DEATH BLOW himself. A long beat.

KINGPIN: Get rid of the body.

ON MILES, eyes widening. Miles moves slightly and makes DEBRIS fall.

KINGPIN: What was that?

They follow the noise up to MILES' SILHOUETTED FIGURE...

KINGPIN: Kill that guy.

Miles RUNS. The Prowler takes off after Miles.Prowler Chases MilesINT. SUBWAY TUNNELS - CONTINUOUS

Miles races down the tunnel toward the LIGHT OF THE STATION. He HOPS THE FENCE, no hesitation.

Prowler sprints behind with INFRARED VISION!

A SUBWAY TRAIN IS COMING! Miles LEAPS INTO THE AIR and GRABS THE CEILING as the DEAFENING subway passes BENEATH HIM.

Prowler WALKS TOWARD MILES as Miles realizes his HANDS ARE STUCK! Miles swings his legs around to free himself as Prowler approaches. A nightmare come to life.

MILES: Stop sticking!

Miles somehow RIPS HIS HANDS OFF, skin tearing -- OW! -- and races out of the tunnel.

INTO THE LIGHT, clambering onto the PLATFORM, another train coming, Miles LEAPS, just CLEARING IT. He runs upstairs. Prowler watches from the SHADOWY TUNNEL, unable to follow.

SUBWAY VOICE: Stand clear of the closing doors, please.

EXT. BROOKLYN - NIGHT

Prowler whizzes through the busy streets on his motorcycle. He drives right by a hiding Miles.

Miles runs past a crowd that is gathering around the strange CLUSTERED TRAFFIC LIGHT we saw earlier (A remnant of dimensional glitching), taking photos.

BROOKLYNITE: Yeah, I think it’s a Banksy.Just Kid StuffINT. MILES’ CHILDHOOD BEDROOM - LATER

Off screen, a TV plays the news as MILES climbs through the window.

NEWS ANCHOR (O.S.): ...New Yorkers are reporting sporadic power outages in the wake of another strange seismic event...

He's breathing heavy. He's freaked out and so scared. JEFF'S VOICE rings out from O.S.

JEFFERSON (O.S.): Police! Put your hands up!! ..Miles? Miles?

Jefferson sees Miles.

JEFFERSON: Why aren’t you at school?

Miles runs up to his dad and embraces him. Jeff is confused, then seems to get it.

JEFFERSON: Whoa, whoa, it’s okay.

RIO: Miles? ¿Que te pasa? Is it the earthquake?

Miles looks at each of his parents, torn. Maybe he should confide in them...?

MILES: Can I sleep here tonight?

JEFFERSON: Miles, it’s a weeknight. You made a commitment to that school--

RIO: Jeff, he’s upset.

Rio and Jeff share a look. Jeff understands, softens.

JEFFERSON: Of course you can stay.

Miles sits down on his bed.

MILES: Dad?

JEFFERSON: Yeah?

MILES: ...Do you really hate Spider-Man?

JEFFERSON: (beat, confused) Yeah? (then) I mean, with a vigilante--

Rio shoves Jeff out.

RIO: Jeff, mi amor.

JEFFERSON: What? He asked me. Baby, you know how I feel about Spider-Man, c’mon...

RIO: Mhmm...

Jeff leaves. Miles, lies down on his bed. Rio tenderly strokes Miles’ forehead.

RIO: Tu sabes que el te quiere mucho... That’s why he’s tough on you, you know that, right?

MILES: Mom, do you ever think about moving out of Brooklyn?

RIO: Our family doesn’t run from things, Miles.

MILES: Yeah, I know.

Rio kisses his forehead. Gets up, LIGHTS OUT.

RIO (O.S.): He’s having a hard time, Jeff.JEFFERSON (O.S.): When it gets hard, that’s when he’s gotta stick it out.RIO: Shhhh. Tiene que mas suave.Their voices fade.

Miles take the KEY out of his pocket in a closed fist as the MUFFLED SOUND of his parents’ voices fades away. Miles opens his hand, revealing the KEY. Miles stares at it.Peter's FuneralTV NEWS BULLETIN

EXT. NEW YORK CITY - INTERCUT

Rio and Jefferson watch the news. Miles sits up in bed.

NEWS ANCHOR #2 (V.O.): We interrupt this broadcast for a special report. Sad news tonight. The hero known as Spider-Man has died after injuries related to another powerful earthquake in Brooklyn.

Over a montage of people around the city finding out Spider-Man died, we hear...

NEWS ANCHOR #2 (V.O.): Multiple sources are confirming that Peter Parker, a 26 year old grad student and part time photographer, operated as SpiderMan for at least a decade, saving by some counts thousands of lives around the world. With these tragic seismic events on the rise, one can only wonder, is there anyone who can keep New York safe?

People look at cell phones in Times Square.

MULTIPLE NEWS ANCHORS (V.O.): Peter Parker, Spider-Man, is dead. / He is survived by his wife Mary Jane and his aunt, May Parker. / Our hero Spider-Man is gone.

EXT. ELECTRONICS STORE - DAY

Miles stands in front of a TV display at a store window. All the TVS are playing the news about Spider-Man’s death. Miles looks at the TVs, his reflection appearing between photos of Spider-Man and Peter Parker.

MJ (V.O.): My husband Peter Parker was an ordinary person. He always said it could have been anyone behind the mask. He was just the kid who happened to get bit.

INT. STAN’S COSTUME STORE - DAY

Miles looks at a Spider-Man costume, deciding. Then BUYS IT from a COMIC BOOK OWNER who looks A LOT LIKE...

STORE OWNER: I’m going to miss him.

MILES: Yeah.

STORE OWNER: We were friends, you know.

MILES: Can I return it if it doesn’t fit?

STORE OWNER: It always fits. Eventually.

Beat. Stan head tilts to a sign: NO RETURNS. He smiles.

INT. BATHROOM

Miles puts the costume on and stares at himself in the mirror.

MJ (V.O.): He didn’t ask for his powers. But he chose to be Spider-Man.

He experiments, crouching in a classic Spider-Man pose. He relaxes then quickly tries another pose.

EXT. CATHEDRAL - DAY

Miles walks in a sea of well wishers in full costume, many also in Spider-Man costumes, homemade and store bought.

MJ: My favorite thing about Peter is that he made us each feel powerful. We all have powers of one kind or another. But in our own way, we are all Spider-Man. And we’re all counting on you.

MILES: (to himself) They’re counting on me.

FUNERAL ATTENDEE: (whispers to Miles) Probably not you specifically. I think it’s a metaphor.

MJ backs away from the dais. Aunt May comforts her.

EXT. ALLEY

Miles rounds a corner and takes out the Spider-Man Origins comic book. He flips to a page that depicts Peter testing his new powers by jumping from a building.

INT. BUILDING - DAY

Miles RUNS UP A FLIGHT OF STAIRS, eyes determined. He BURSTS THROUGH A DOOR AND onto--

EXT. ROOF - DAY

Miles walks to the edge, looks DOWN and then ACROSS to the neighboring roof, calculating the jump.

He BACKS UP. Cracks his neck. Waits there. As the MUSIC CRESCENDOES.

INT. BUILDING - DAY

Miles RUNS DOWN A FLIGHT OF STAIRS.

INT. BUILDING - DAY

Miles, disappointed in himself for chickening out, eyes a SHORTER BUILDING.

INT. BUILDING - DAY

Miles RUNS UP ANOTHER FLIGHT OF STAIRS.

EXT. ROOF - DAY

He BACKS UP. Cracks his neck...then RUNS, gaining speed and TRIPS on his untied shoelace, FALLING TO THE GROUND BELOW. We make a meal of the fall, comics-style.

Miles lands with a CRACK (BURST CARD), and pulls out the key which is now TOTALLY BROKEN.The Cemetery - Part 1EXT. CATHEDRAL - NIGHT - LATER

It's snowing now. Empty and quiet. Footsteps on snow as Miles approaches Peter Parker's grave.

He takes off his mask, looks down at Parker's gravestone and sighs, then speaks, so softly we can barely hear him.

MILES: I’m sorry, Mr. Parker... That thing you gave me, that key... (holds it out) I think I really messed it up. I want to do what you asked. I really do, but... I’m sorry. I’m not sure I’m the guy. I can’t do this without you.

BEHIND MILES a DARK FIGURE rises, casting a shadow.

VOICE (O.S.): Hey! Kid!--

Terrified, Miles pulls his mask down and TURNS AROUND. The figure steps forward -- Miles panics and throws his arms up, accidentally delivering a VENOM STRIKE.

The Dark Figure flies back as WEBBING flies from his hands and sticks to Miles, yanking Miles forward.

MILES: Woah!!

Miles sits up and looks at his HANDS, the webbing.

MILES: What did I do to him? Uh...

Miles runs over to the body, pulls back his jacket and reveals a SPIDER-MAN COSTUME.

MILES: No... Who are you?Peter's FlashbackPETER (V.O.): Alright, people, let’s do this one last time. My name is Peter B. Parker...

PAGES FLIP FAST: "Coming next month! A Spider-Man from
another world..."

SPLASH PAGE: THE AMAZING SPIDER-MAN

QUICK FLASHES, similar but not identical to the ones we saw in the cold open. High-energy running, fighting, leaping...

PETER (V.O.): ...I was bitten by a radioactive spider. And for the last twenty-two years I thought I was the one and only "Spider-Man."

Peter on a gargoyle drinking coffee with the morning paper.

PETER: What a day...

PETER (V.O.): I’m pretty sure you know the rest.

INT./EXT. A rapid barrage of IMAGES from Spider-Man canon whiz by -- but with VARIATIONS and NEW SHOTS too. Instead of Uncle Ben on the bed, for instance, it’s AUNT MAY.

PETER (V.O.): You see, I saved the city, fell in love, I got married, saved the city some more, maybe too much, my marriage got testy, made some dicey money choices -- don’t invest in a Spider-themed restaurant...

We see a few FAST IMAGES of Spider-Man doing his thing but losing a step, swinging with coffee, etc.,standing in front of a shuttered TGISpideys, signing divorce papers, HOLDING HIS BACK, BAD INVESTMENTS, DOOR SLAMMING, GETTING HIT BY A DRONE.

PETER (V.O.): ...Then like fifteen years passed blah blah blah super boring, I broke my back, a drone flew into my face, I buried Aunt May, my wife and I split up. (then) But I handled it like a champion.

CUT TO Peter CRYING on the floor of the shower in his spidersuit.

PETER (V.O.): ‘Cause you know what? No matter how many times I get hit, I always get back up.

Peter’s slumped like a slug in bed, wearing his costume. His ALARM goes off -- he lifts up his mask and immediately pulls it back down. He refuses to shut off the alarm, so it keeps BLARING.

He watches TV. A nature show. Seahorses reflecting in his SAD SPIDER EYES.

PETER (V.O.): And I got a lot of time to reflect and work on myself. Did you know that seahorses that they mate for life? Could you imagine a seahorse seeing another seahorse and then making it work? (then) She wanted kids and it scared me.

Peter sits on the roof of a building looking at his phone, deciding whether or not to call MJ.

PETER (V.O.): I’m pretty sure I broke her heart. (beat) Flash forward, I’m in my apartment doing pushups, doing ab crunches, getting strong...

REVEAL PETER, with his costume half on, eating pizza.

PETER (V.O.): ...when this weird thing happened.

A TREMOR hits the room causing the same strange “color separation” we saw before. Peter’s whole body suddenly SHAKES AND VIBRATES as he LOOKS UP.

Where A PSYCHEDELIC PORTAL YAWNS OPEN, sucking him TOWARD IT -- his body FLIES UP, halftones more prominent.

PETER (V.O): ... And I gotta say, weird things happen to me a lot. But this was real weird.

Peter uses his limbs to fight but it's TOO STRONG... the portal CLOSES. The pizza slice drops on the floor.

INT. INTER-DIMENSIONAL PORTAL - CONTINUOUS

Halftone Peter flies SCREAMING through an INSANE MULTIVERSE, trying to PULL HIS MASK ON...

...he is falling towards a STRANGE KALEIDOSCOPE OF SPIDER-MEN, just like we saw earlier, towards the BRIGHT CENTER...

EXT. BROOKLYN - NIGHT

Peter EXPLODES IN AN ENERGY BURST OUT OF THE COLLIDER (the pulse from earlier that spread through Brooklyn after Spider-Man and Green Goblin fell into the beam).

Peter TUMBLES and CAREENS through a BLUR OF CITY and NIGHT SKY as his MOLECULES SOLIDIFY, finally coming to rest in...

TIMES SQUARE

Peter slowly stands, stares open-mouthed at STRANGE BUILDINGS, BILLBOARDS and STORES with close-but-not-quite-right LOGOS.

PETER (V.O.): ...You see I was in New York, but... things were different.

Finally Peter looks at a ticker-tape LED sign in front of NNN (National News Network-- a cable station): "NEW YORK’S HERO, SPIDER-MAN, FOUND DEAD AT 26"

PETER (V.O.): Also I was dead. And blonde. I was kind of... perfect. It was like looking in a mirror.

We cut from RIPeter to this new Peter, LIFTING HIS MASK. One slick and new, one old and BEAT UP.

CUT TO Peter at Spider-Man’s funeral. MJ gives her eulogy.

MJ: My husband Peter Parker was an ordinary person. He always said it could have been anyone behind the mask.

PETER (V.O.): I have a feeling the thing that brought me here, was the thing that got him killed. You wanna know what happened next? (beat) Me too.

We see Miles' "venom strike" again.The Cemetery - Part 2Miles approaches the figure. A flash of spidey-sense. The figure looks like Peter Parker, but with BROWN HAIR.

MILES: Who are you?

POLICE OFFICER #1 (O.S.): What are you doing over there? Freeze! PDNY!

A flashlight finds Miles who STARTLES, hands up.

Miles decides to RUN! But he's tied to an unconscious body, and is SNAPPED BACK.

MILES: Are you kidding me right now?

Police approach, TURNING ON BODY CAMERAS. Miles gasps. Frantic, HE PICKS UP the immobile "Peter" ON HIS BACK.

POLICE OFFICER #1: Stop! Stop!

POLICE OFFICER #1: Hey kid, drop the body!

Miles PICKS UP SURPRISING SPEED, tracking FOOTPRINTS in the snow which Peter's dragging legs quickly blur.

POLICE OFFICER #1: Hey kid! Get over here!

Miles sees THE GLINT of the web shooters on Peter's wrist. THINKING FAST, he aims Peter's arm to shoot webbing.

The webs dart out and attach to a nearby tree. Miles and Peter swing forward.

MILES: See ya, officers!

Then they CREST, and go SAILING BACK.

MILES: Oh come on.

They SPIN THROUGH THE AIR then SMACK ONTO A WALL, Peter DRAGGING Miles down.

Peter lands in the snow and Miles lands in his lap.

POLICE OFFICER #2: C’mon now! Put em' up, son!

Miles puts his and Peter's hands up. Flops the hands around as he gesticulates.

Miles accidentally uses Peter’s web shooter, firing it toward an oncoming elevated train... it CONNECTS!

MILES: ¿Adios?

WHOOSH! Miles and Peter are WHIPPED OUT OF FRAME and DRAGGED away through the snow by the TRAIN.

BAM! He slams into the PETER PARKER GRAVESTONE, knocked out as Miles PINBALLS from gravestone to gravestone.

MILES: Help! Somebody stop that train!The Spider-MenEXT. NEW YORK CITY - CONTINUOUS

Miles and an unconscious Peter get dragged through the city. The train lifts them up into the air, above the traffic as COP CARS FOLLOW BEHIND, SIRENS BLAZING.

PETERS LIPS FLAP.

The trajectory of the train lowers them down towards an unsuspecting BICYCLIST. Miles and Peter get tangled with the bicyclist, causing him to go flying in the air (MULTIPANEL).

PETER: (very groggy) Oh, hey, what the...?

They whiz through ONCOMING TRAFFIC, pedestrians, Miles trying to swing his weight around to maneuver through.

Trying to lift up Peter, Miles instead forces his face INTO THE GROUND. Peter is knocked unconscious again.

MILES: I’M GOING TO DIE!!

Miles realizes he has to HANDLE THIS SOMEHOW.

Miles PUPPETS PETER’S BODY, moving Peter's legs and arms to parkour over cars, push off signs, anything to survive.

Two COPS sit in traffic - their radio CRACKLES TO LIFE.

RADIO: ...Looks like a child dressed as Spider-Man dragging a homeless corpse behind a train--

The guys hit the SIREN LIGHTS.

Peter comes to again, so groggy..

MILES: Yes! I didn’t kill you!

PETER: Who are you?

MILES: Who are you?PETER: (groggy) Why are you trying to kill me?MILES: I’m not! I’m trying to save you!BAM! Peter's head HITS a TRAFFIC LIGHT and he is KNOCKED UNCONSCIOUS AGAIN.

Peter comes to again as they stuck to the side of a bus and slowly sliiiiiide along the window. The train keeps moving, the web is STRETCHING TAUT... Peter comes to again, so groggy...

Finally, the train stops at a station and they COME TO A STOP at an intersection. Miles and Peter DETACH onto a sidewalk surrounded by NEW YORKERS who simply WALK OVER THEM.

MILES: Hey, uh, maybe you guys can go around? Alright. Thanks, New York.Getting Answers, Boom!INT. UNCLE AARON'S APARTMENT - NIGHT

TIME CUT: PETER'S POV -- he opens his eyes.

PETER (V.O.): What was that? Kid electrocuted me... with his hands?

Peter, so GROGGY, is tied to a punching bag. The punching bag is tied with many many many many ropes. And computer cords. Like a homemade spiderweb. Miles sits opposite him.

A FLASH OF SPIDER-SENSE. Peter realizes what Miles is.

PETER: You’re like me.

Miles puts up a tough front. He nearly pulls it off...

MILES: (tough voice) I got some questions.

Peter LUNGES erratically. Miles startles, frightened.

MILES: Why do you look like Peter Parker?

PETER: Because I am Peter Parker.

MILES: Then why aren’t you dead? Why is your hair different? Why are you older, why is your body... a different shape?

PETER: Pretty sure you just called me fat.

MILES: No, no you just--

PETER: Hey listen, you don't look so hot either kid. Most superheroes don't wear their own merch.

Miles looks at his outfit and frowns. Why is this dude throwing shade at him?

MILES: Are you a ghost?

PETER: No.

MILES: Are you a zombie?

PETER: Stop it.

MILES: Am I a zombie?

PETER: You’re not even close.

MILES: Are you from another dimension? (Peter is quiet) Like a parallel universe where things are like this universe but different? And you're Spider-Man in that universe? But somehow traveled to this universe, but you don’t know how?

PETER: Wow. That was really just a guess?

MILES: Well, we learned about it in physics.

PETER: Quantum theory.

MILES: (realizing) This is amazing. You can teach me just like Peter said he would--

PETER: Before he died.

MILES: Yeah, exactly.

PETER: Yeah, alright.

MILES: Look I made a promise to him.

PETER: Here’s lesson number one, kid. Don't watch the mouth. Watch the hands.

Peter holds up his UNTIED hands. Miles is flabbergasted. Peter stands up.

Before Miles can react, Peter leaps, kicks-spins the punching bag toward Miles, knocking him over HARD!

MILES: Peter, seriously--

Peter WEBS HIS MOUTH SHUT.

Peter BOUNDS to the window. Turns back... feeling guilty.

PETER: Trust me, kid, this'll all make you a better Spider-Man.

Peter LEAPS FROM THE WINDOW but his powers GLITCH, he FALLS. We hear him SCREAM, then hit the fire escape.Teaming UpEXT. FIRE ESCAPE - NIGHT

MILES: Hey, are you okay?

PETER: No I’m not.

MILES: What’s going on with your body?

PETER: I don’t think my atoms are real jazzed about being in the wrong dimension. (glitches) Look, I’m not looking for a side gig as a Spider-Man coach. I got a lot going on in my dimension, like a lot.

MILES: With great power comes great--

PETER: Don’t you dare finish that sentence-- don’t do it. I’m sick of it. (glitches) Want my advice? Go back to being a regular kid--

MILES: I don’t have a choice. Kingpin’s got a supercollider. He’s trying to kill me.

PETER: Wait a second, what did you just say?

MILES: Kingpin’s trying to kill me.

PETER: Who cares about that? Where’s the collider?

MILES: Brooklyn. Under Fisk Tower.

PETER: Goodbye!

Peter starts WALKING DOWN THE BUILDING. Miles sttuggles to FOLLOW. (Note: rest of scene staged like a classic NYC movie “walk and talk” but IT’S VERTICAL...and one of the participants HASN’T LEARNED TO WALK YET)

MILES: Where are you going?

PETER: When it runs again, I’ll just jump in and get back to my life--

MILES: You can’t let them run it. I’m supposed to destroy it so it never runs again or everyone’s gonna die--

PETER: (mocking) Or everyone’s going to die. That is what they always say. But there’s always a little bit of time before everybody dies, and that’s when I do my best work.

MILES: Aren’t you going to need this?

Miles produces the goober.

PETER: Ah, you have a goober. Give it.

Peter reaches out. Miles holds it back.

MILES: (holding it back) Wait, no. Not so fast. He called it an override key.

PETER: There’s always a bypass key, a virus key, a who-cares key I can never remember so I just call it a goober. Give it.

MILES: I need it to destroy the collider.

PETER: I need it to go home!

Miles puts it in his mouth.

MILES: (mouth full) No! I’ll swallow it, don’t play with me!

PETER: What?

Peter starts to walk again, knowing he’ll provoke a response.

MILES: (mouth full) I said--

Without even looking at Miles, Peter nonchalantly webs the goober right out of Miles mouth.

MILES: Hey!

PETER: The collider created a portal that brought me here. And I have to g-- (realizing) Did you break this?

MILES: No, it... broke. I don’t remember what happened.

PETER: This is why I never had kids, this is why I never did that.

MILES: Can’t we make another one?

PETER: No, we can’t do anything. Thanks to you I have to re-steal what your guy stole from Alchemax and make another one of these.

MILES: Look, if I don’t turn off the collider after you leave, everyone in this city, my parents, my uncle, and millions of others will die, and you’re just gonna go home and leave me here to figure this out for myself? You good with that, Spider-Man?

PETER: Yeah.

Peter walks away over the top of the building and disappears from sight.

Miles, utterly defeated sits down on the wall. With his head in his hands.

Peter peeks his head back over the ledge. Not so far below the surface is the guy who used to care, but...

PETER: What are you doing?

MILES: Making you feel guilty. Is it working?

PETER: How could it, no-- Look at me, does it look like it’s working? No it’s.. no it’s... ohhhh... (screaming into his jacket) Ahhh!!! No! No! Do not let him win!

Miles raises his head up to see Peter walk back towards him.

PETER: Alright kid you win. (then) C’mon, we don’t have a second to lose.

Miles smiles.Greek DinerEXT/INT. GREEK DINER - EARLY MORNING

MATCH CUT Miles’ face, annoyed.

Peter STUFFS HIS FACE while Miles watches. This is not a normal Spider-Man.

PETER: I love this burger. So delicious. One of the best burgers I’ve ever had. In my universe, this place closed six years ago. I don’t know why. I really don’t. (the check arrives) You have money right? I’m not very liquid right now.

MILES: Can we focus?

PETER: Uh huh, sure.

MILES: The other Peter--

PETER: (reaching for Miles’ burger) You gonna eat that? I’m listening.

MILES: The other Peter said he was going to be showing me the ropes.

PETER: Wow.

MILES: You got any Spider-Man tips you can tell me now?

PETER: Yeah, I got plenty. Disinfect the mask. You’re gonna want to use baby powder in the suit, heavy on the joints. You don’t want any chafing, right?

MILES: Anything else?

PETER: Nope, that was everything.

MILES: I think you’re going to be a bad teacher.

PETER: Mhmm.. Look up where Alchemax is.

MILES: (reads from his phone) A private technological campus in Hudson Valley, New York. (excited) You can teach me to swing on the way there.

Peter LAUGHS.Hitching a RideTIME CUT -- Peter and Miles ride a bus through the Hudson Valley.

PETER: I’m not swinging to the Hudson Valley, Miles. Not after a hearty burger-breakfast. Keep your legs fresh, you’re gonna thank me later.

As Miles shakes his head we CUT TO:Use the Good FearEXT. 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...In the VentsINT. ALCHEMAX LABS - VENT

Miles crawls through. He follows Kingpin, with Tombstone, marching through the halls below. Kingpin blocks light from below as he walks.

MILES: (whispering) Peter! Peter--

Miles isn’t looking where he’s going, so he fails to notice the LARGE BUTT ahead, CRASHING INTO IT.

MILES: Peter!

PETER: Yeah, what are you doing here?!

MILES: Kingpin’s here! Just move over!

Miles tries to worm up next to Peter. Miles and Peter complain like two brothers sharing a sleeping bag.

PETER: C’mon! You’re stepping on my foot!

MILES: Move a little to your right--

PETER: Go back outside!

MILES: No, I can’t sit there and just let Spider-Man die without doing anything about it. I’m not doing that again.

Peter reacts. Softens.

MILES: What?

PETER: (thinks it over) Most people I meet in the workplace try to kill me, so, you’re a nice change of pace.

HEAD SCIENTIST (O.S.): Uh, Mr. Fisk!

BELOW THE VENTS, the Head Scientist leads Kingpin to a computer.

HEAD SCIENTIST: Look at this data. I know you can’t really understand it, but these are really good numbers.

INT. LAB - CONTINUOUS

She goes to the computer and enters her password.

PETER: And... I got the password!

HEAD SCIENTIST: (shows photos of cluster poles and busses, etc.) Uh, Mr. Fisk. If we fire again this week, there could be a black hole under Brooklyn. You see this? And this? This is multiple dimensions beginning to crash into each other.

VENTS: Miles and Peter listen. Miles growing very nervous Peter noticing.

PETER: (reassuring) This is pretty standard Spider-Man stakes, you get used to it. Watch this, he’s going to say ‘you’ve got 24 hours!’

KINGPIN: You’ve got twenty-four hours.

HEAD SCIENTIST: What this means is that there could be a rupture in the space time continuum.

PETER: Oooh, that’s bad. Actually everything she said was bad, I was lying before.

The group below is EXITING. As they do Peter SPRINGS INTO ACTION.

Peter climbs out of the air vent and smoothly crawls upside down along a ceiling duct and jumps down. He starts hacking into the scientist’s computer. He hears her off-screen talking to Fisk.

HEAD SCIENTIST (O.S.): Okay, hold on, let me show you some more data.

Peter looks back, sees Miles out of the vent.

PETER: What’re you doing, bud?

Miles exerts himself, trying to unstick. He shakes his head.

MILES: I can’t move!

PETER: Okay, relax your fingers! We don’t have time. Just “let go,” be in the moment!

MILES: I am in the moment, it’s a terrible moment!

CUT OUTSIDE TO Kingpin and the Head Scientist.

HEAD SCIENTIST: I’m not refusing--

KINGPIN: No more excuses!

HEAD SCIENTIST: I just need more time.

CUT BACK INSIDE TO MILES.

PETER: They’re right there, they’re going to see you! Miles, you gotta unstick. What do you do to relax?

MILES: Relax. Okay...

Beat. Miles begins to sing his song from the opening.

PETER: Oh, for crying out loud.

Miles starts humming to himself. He unsticks a finger. Then another. Starts to move his hands.

The rest of MILES’ fingers come unstuck and Miles starts to FALL. Miles and the metal duct CRASH TO THE GROUND with a huge CLANG!

PETER: Teenagers, just the worst.Alchemax LabsINT. 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!Escape Hudson ValleyEXT. ALCHEMAX LABS - CAFETERIA DAY

Miles and Peter run out of a door and find themselves facing a group of dining SECURITY GUARD GRAD STUDENTS. A beat.

PETER: Wow. This’d be a good time to turn invisible.

MILES: Yep.

PETER: Okay, not going to turn invisible. (then) Selecting a bagel... act super normal...

Peter starts to walk past the Buffet SUPER NORMAL (not normal at all), helps himself to a bagel...

...as he walks. Miles follows. The Security Guard Students notice.

GRAD STUDENT: Spider-Man?

PETER: You know, it’s funny I get that a lot.

MILES: Hey.

Peter trades Miles the bagel for the computer.

PETER: Now we do a switchy-switchy.

The students PULL OUT WEAPONRY. Peter GRABS THE COMPUTER. As Peter and Miles RUN, the students CHASE!GRAD STUDENT: Hey! Hands Up!GRAD STUDENT 2: Get back here! Where do you think you’re going? He took a bagel!EXT. ALCHEMAX LABS - SUNDECK - CONTINUOUS

AS THEY RUN -- Peter takes off one of his WEB-SHOOTERS, throws it to Miles, who struggles to put it on:

PETER: Alright, time to swing, just like I taught you!

MILES: When did you teach me that?

PETER: I didn’t! It’s a little joke for team-building!

Peter passes a web-shooter THROWS MILES OFF THE DECK, swinging into the forest.

PETER: Alright, you ready?

MILES: Of course I’m not ready!

EXT. HUDSON FOREST - CONTINUOUS

Peter SWINGS INTO THE TREES, but Miles is FROZEN. He’s never actually swung before!

Miles is a disaster -- TWISTING and FLAILING on his web as GUNFIRE explodes branches and tree trunks around him.

MILES: Whoa, whoa, I can’t do this yet!

PETER: Everybody knows that the best way to learn is under intense, life-threatening pressure!

Miles fumbles with his web shooter.

MILES: C’mon, c’mon!

But he MISSES, TUMBLING to the ground! Guards find him and start SHOOTING.

MILES: Uh oh.

Miles SPRINTS along the forest floor as Peter swings above him.

PETER: What are you doing down there?!

MILES: I run better than I swing!

PETER: You gotta swing or they’ll catch you! This is what you wanted!

Miles hears a BUZZSAW. Doc Ock appears CUTTING DOWN TREES with her mechanical arms.

PETER: Uh oh.

Miles tries to find purchase with his web shooter but he keeps missing.

DOC OCK (O.S.): Come back, little boy!

Peter doubles back, yelling advice back at Miles.

PETER: Aim with your hips. Look where you want it to hit. Square your shoulders. Don’t forget to follow through. Don’t shoot off your back foot.

Miles runs up a tree -- he’s out of runway!

MILES: That’s too many things!

PETER: Then stop listening to me!

MILES: That’s the best idea you’ve had all day!

Miles leaps off the tree, shoots off a web and.. It CONNECTS! He swings away as Peter knocks down Doc Ock.

PETER: Nice, Miles!

Miles swings onto a branch and swings alongside Peter.

MILES: I’m doing it!

PETER: Good, you’re doing it! Double tap to release and thwip it out again. Thwip and...

MILES: Okay. Thwip...

PETER: And release. And thwip...

MILES: Thwip...

We’re actually SEEING THE “THWIPS” ONSCREEN.

PETE: Release.

MILES: Thwip. And release.

PETER: You’re a natural.

PETER/MILES: Thwip. Release.

PETER: Feel the rhythm?

MILES: Woohoo! And release.

PETER: Good, Miles!

It’s ugly...but they look pretty good. They really do.

MILES: I gotta say, you’re amazing, man!

PETER: We’re a little team. Me as the teacher who can still do it. You as the student who can do it just not as good. I’m proud of us! Is there something you want to say to me?

Just then, Peter GLITCHES, falling down onto a thick branch.

MILES: Peter!

Miles crashes onto the branch, grabbing the computer by it’s power cord. However, the BRANCH BREAKS, causing both to fall down, which allows Ock to grab the computer -- They're done for. But then--

WHOOSH! -- A BLACK and PINK BLUR swings by.

MILES : What the...

PETER: Who did that?

In mid-air we see a mysterious girl in a HOODIE and BALLET SHOES dispatches Doc Ock while WEBBING Peter and Miles to safety.

She lands, with Miles and Peter in embarrassing positions. She DE-MASKS.

WANDA: (to Miles) Hey, guys.

MILES: (shocked) Gwanda?

GWEN: It's Gwen, actually.

PETER: Oh, you know her? Very cool.

GWEN: I'm from another dimension. I mean, another, another dimension.Gwen's FlashbackCOMIC BOOK PANELS FLIP TO REVEAL: SPIDER-GWEN #65: TEAM UP WITH ULTIMATE SPIDER-MAN!

GWEN (V.O.): Alright, people. Let’s start at the beginning one last time. My name is Gwen Stacy.

INT. SUPERCOLLIDER STAGING CHAMBER - FLASHBACK

We intercut Spider-Gwen (aka-Gwanda) battling THE LIZARD (vaguely resembles Peter Parker) in a slightly different location than the earlier Green Goblin fight, but with identical shot language.

GWEN (V.O.): I was bitten by a radioactive spider. And for the last two years I've been the one and only Spider-Woman. (then) You guys know the rest.

QUICK FLASHES of 1. Gwen banging on a drum set, 2. Gwen’s Dad in a COP UNIFORM being SAVED by Spider-Gwen, 3. Spider-Gwen dealing the death blow to the Lizard Monster only for him to turn into PETER PARKER as he dies, Gwen, devastated 4. Gwen WALKING DOWN THE STREET, ALL ALONE, hands in pockets, and 5. Spider-Gwen fighting Doc Ock in a different COLLIDER ROOM.

GWEN (V.O.): I joined a band. Saved my dad. I couldn’t save my best friend, Peter Parker. So now I save everyone else. And I don’t do friends anymore. Just to avoid any distractions. And one day this weird thing happened.

Gwen wins the fight. Yes! But then a PORTAL opens above her and she's SUCKED IN, her particles becoming HALFTONE.

GWEN (V.O): ...and I mean, like, really weird.

EXT. BROOKLYN - FLASHBACK

Gwen EXPLODES IN AN ENERGY BURST OUT OF THE COLLIDER.

GWEN (V.O.): I was blown into last week. Literally. I landed in New York. But not my New York.

Gwen TUMBLES and CAREENS through a BLUR OF CITY and NIGHT SKY as her MOLECULES SOLIDIFY, TIMELAPSE SHOWING HER TRAVELING “BACK IN TIME”, then finally coming to rest in...

TIMES SQUARE... Gwen slowly stands. Stares at the same Cocoa Kola billboard where Peter found himself earlier. She sees FOOTAGE in Times Square of Spider-Man rescuing people from earthquakes - the same clip we saw earlier in Jefferson’s car.

NEWS ANCHOR: ...this is the second earthquake in the Tri-State area this month. Lucky for these folks, Spider-Man was there to save the day!

INT. VISIONS ACADEMY - HALLWAY - FLASHBACK

Gwen gets SPIDER-SENSE, sees Miles, then gets stuck to him.

GWEN (V.O): My Spider-sense told me to head to Visions Academy. I wasn’t sure why until I met you.

EXT. HUDSON - PRESENT DAY

MILES: I like your haircut.

GWEN: You don’t get to like my haircut.

The sound of GUNSHOTS RINGS through the forest. The GRAD STUDENTS are coming.

Gwen fires her shooter and swings away.

GWEN: Let’s go.

Peter swings away. Miles fumbles with web-shooters...

MILES: How many more spider-people are there?

PETER: Save it for Comic-Con!

MILES: What’s Comic-Con?

As BULLETS HIT, Miles is WEBBED AND PULLED OUT OF FRAME.Super-Villains Getting AngryEXT. ALCHEMAX - SUN DECK

Kingpin sits on the sun deck, slowly and purposefully CLICKING a ballpoint pen. His stare is hard and intense, but unfocused.

FLASHBACK:

CUT TO A PORTRAIT of Kingpin with his WIFE and SON hangs on an office wall. It’s KNOCKED DOWN when Spider-Man is THROWN into frame, against the wall. Kingpin is FIGHTING Spider-Man, it’s BRUTAL.

KINGPIN: You’re dead, Spider-Man.

VANESSA, Kingpin’s wife in the portrait, walks in with their 13-year-old son, RICHARD just as KINGPIN is about to deliver the death blow to Spider-Man. They can’t believe the level of violence they’re seeing.

VANESSA: Wilson, what are you doing?

Kingpin TURNS AROUND with BLOOD SPLATTER on his face. He realizes what they’ve seen.

KINGPIN: Vanessa.

VANESSA: Richard, c’mon...

Vanessa takes Richard’s hand and FLEES.

KINGPIN: Vanessa! Richard! No!

She gets into her car and PEELS OUT. Richard turns around in his seat and looks back at Kingpin as they DRIVE AWAY.

VANESSA: Don’t look back honey. It’s okay. It’s okay.

Richard LOCKS EYES with a devastated Kingpin. Vanessa flies through a stop sign. Her car is T-boned.

PRESENT DAY: Kingpin BREAKS the pen in half.

Ock swings in, disheveled. Kingpin leans in with MURDEROUS EYES. Ock REACTS, WEAPONS DRAWN. A STANDOFF.

KINGPIN: I killed Spider-Man. Why did I just see two more?

DOC OCK: There’s three actually. No, this is good, this is very, very good. It means you get what you want. It means my collider works. (almost hypnotic) All we have to do is kill a couple spiders...and the collider will bring your family back...As many families as you want.

A tense beat, all wait for Kingpin’s response. He imperceptibly nods to Tombstone, who holsters his guns. They turn and walk out.

KINGPIN: Tomorrow at my collider.

DOC OCK: (piqued) Our collider.There Are OthersEXT. QUEENS - MORNING

A BUS. INSIDE, Miles and Gwen sit next to each other. Gwen holds the broken goober in her hand. Both want to talk, neither wants to start the conversation. It should feel kind of like them side-by-side in class.

Peter SNORES in the back seat.

GWEN: He broke this?

MILES: Yeah. He’s actually really embarrassed about it. So, just keep it between us, okay?

GWEN: I know where we can make a new one. And we won’t let him break it this time.

Gwen and Miles smile at each other. She’s letting Miles off the hook.

MILES: I’m sorry about your friend.

GWEN: Thanks, Miles. (then, continues) I know how hard this is, to have to figure this stuff out on your own. It’s kinda nice not being the only Spider-person around.

MILES: Yeah. If you ever decide to do friends again, I could always open up a slot.

A beat. Gwen considers.

GWEN: I’ll keep you posted.

Miles smiles at Gwen. In the back seat, we see Peter is awake and listening.

MILES (O.S.): Cool.

INT. QUEEN’S STREET - NIGHT

Peter takes in A SMALL HOUSE. There are CARDS, BOUQUETS, and TOYS cluttering the porch. A TEXT BOX onscreen tells us: SOMEWHERE IN QUEENS.

PETER: We should probably go.

GWEN: Peter, we’re literally on the doorstep.

PETER: Bad idea, bad idea, this is a bad idea--

GWEN: Just relax.

The front door opens a crack, AUNT MAY’S eyes peering out.

AUNT MAY: You guys are all very sweet but no more fans today, please.

AUNT MAY’s eyes WIDEN. She steps out onto her porch, stunned at the sight of Peter. Isn’t he supposed to be dead? And for Peter, isn’t Aunt May dead?

PETER: I’m not ready for this.

AUNT MAY: Peter...

PETER: Hey, Aunt May... So this is going to sound crazy... but I’m pretty sure that I’m from an--

AUNT MAY: --an alternate dimension.

PETER: Yeah.

May touches his face in awe. Peter absorbs her touch.

AUNT MAY: You look tired, Peter.

PETER: Well, I am tired.

AUNT MAY: (notes his physique) And older. And... thicker.

PETER: Yeah, I’ve heard that already.

AUNT MAY: Oh jeez, are those sweatpants?

GWEN: Yup. That’s what they are.

MILES: I was there... when it all happened. I am so sorry.

AUNT MAY: And what dimension are you from?

MILES: Brooklyn. (then) Did Peter have a place where we could make another one of these?

Miles shows her the busted doodad. Aunt May regards it...

AUNT MAY: (re: goober) A goober... Follow me.

BACK YARD

Aunt May KICKS OPEN A DOOR and leads them to a GARDEN SHED in the tidy yard.

PETER: Oh yeah, I got one of these too. A little shed where I keep my spidergear--

A SPIDER-GRAPHIC begins to glow on the shed's door, which opens to reveal an ELEVATOR. Aunt May looks at Peter: was YOURS like this? As they enter:

PETER: I mean, this place is pretentious.

INT. PETER PARKER'S LAB - CONTINUOUS

...into RIPeter's MASSIVE, SPIDER-MAN MEETS CALATRAVA LAB: Crammed with crime-fighting and science gear, photos, hangout furniture, not to mention every Spider-branded product in existence.

They reach the bottom, fan out, exploring.

MILES: Whoa. Dude, was yours anything like this?

PETER: Mine was like this, but take away the jeep, the plane... imagine it way smaller. Imagine a futon. I feel sad for this guy.

Miles notices one of 616Peter’s costumes... it has a CAPE. He looks back at Peter slyly, vindicated.

Peter finds a PHOTO: RIPeter and MJ, together. Happy. It hits him hard. Miles notices.

MILES: Hey, Peter, I think this is a cape.

Peter can't help smiling. Gwen, in turn, watches this happen, her wheels turning.

Miles is looking at the costumes. His reflection, still a bit off-center. May walks up.

AUNT MAY: Peter knew how dangerous the job was. But he figured the only one who could stop this guy was Spider-Man.

MILES: Kingpin knows we’re coming. We’re going to be outnumbered.

AUNT MAY: Don’t be so sure.

May holds out “my name is” stickers.

AUNT MAY: You might need these.

MILES’ POV: Four sets of eyes open in the shadows. Spider sense rings out EVERYWHERE. Miles GASPS. Gwen SPINS AROUND, on high alert.

On a SHOCKED Peter, Miles, and Gwen.

AUNT MAY: You think you’re the only people who thought to come here?

SOUND OF BLINDS FLICKING OPEN-- SPIDER-MAN NOIR is lit with venetian blind shadows, a black-and-white figure whose coat is inexplicably billowing around him.

SPIDER-MAN NOIR: Hey, fellas.

MILES: Is he in black-and-white?

PETER: Where is that wind coming from? We’re in a basement.

SPIDER-MAN NOIR: Wherever I go, the wind follows. And the wind, smells like rain.

SOUND OF MACHINE WHIRRING ABOVE. BOOM! PENI PARKER JUMPS DOWN from above.

PENI: Hi, guys! Konichiwa! Hajimemashita yoroshuku?

BOOM! SP//dr, Peni’s robot, LANDS BEHIND PENI IN A BADASS SPIDER-POSE.

PETER: This could literally not get any weirder.

Spider-Ham walks into the shot next to Peter. Long beat. He sticks out his hand for Peter to shake.

SPIDER-HAM: It CAN get weirder! I just washed my hands that’s why they’re wet. No other reason.

All of their spider senses go off.

ALL SPIDERS: You’re like me.

SPIDER-HAM/ SPIDER-MAN NOIR/ PENI PARKER SP//DR comics drop on top of Gwen’s-- ULTIMATE SPIDER-MAN CROSSOVER!SPIDER-MAN NOIR/PENI/SPIDERHAM (STAGGERED): My name is Peter Parker/My name is Peni Parker/My name is Peter Porker.SPIDER-MAN NOIR/PENI: I was bitten by a radioactive spider.SPIDER-HAM: I was bitten by a radioactive pig.

Noir DISPATCHES ENDLESS BAD GUYS. A SPIDER in SP//dr’s helmet BITES Peni’s outstretched hand.

SPIDER-MAN NOIR (V.O.): In my universe it’s 1933 and I’m a private eye. I like to drink egg creams and I like to fight Nazis. A lot.

PENI (V.O.): I am from New York in the year 3145. I have a psychic link with a spider who lives inside my father’s robot, and we’re best friends. Forever.

SPIDER-MAN NOIR (V.O.): Sometimes I let matches burn down to my fingertips just to feel something, anything.

FULL SCREEN CRAZY SPIDER-HAM IMAGES: INCLUDING HIM WORKING AT THE DAILY BEAGLE WITH A NEWSROOM OF BEAGLES.

SPIDER-HAM (V.O.): I’m a photographer for the Daily Beagle. When I’m not pooching around, I’m working like a dog trying to sniff out the latest story. I frolic and I dance and I do this with my pants--

BACK LIVE, as Peter interrupts.

PETER: Okay, enough!

Peter turns to Noir.

PETER: So, uh, how did you get here?

SPIDER-MAN NOIR: Well, it’s kind of a long story.

THREE SECOND MONTAGE -- We see the collider explosion,but this time Noir, Peni, and Ham streak out of the explosion. They land in New York. MATCH CUT to them in the hideout.

NOIR: Maybe not that long.A Puncher's ChanceINT. PETER PARKER'S LAB

PENI: And now we’re just trying to find a way home.

SPIDER-MAN NOIR: The only way home is back through the collider gizmo. The only trouble is--

SPIDER-HAM: One of us has to stay behind and destroy it.

NOIR/HAM/PENI/GWEN: I’ll do it.

MILES: No, no, no, you don’t get it.

PENI: Don’t get what--

They all GLITCH. Real ugly.

MILES: None of you can stay here. If you stay here, you’ll die. I’m the guy who’s going to turn it off and I’m going to get you all home before I do. Look, I made a promise. So I have to keep it.

They all look at Miles. It’s kind of inspiring, but--

SPIDER-MAN NOIR: Who are you again?

Peter jumps in, immediatley in “music man” sales mode, talking Miles up.

PETER: This is Miles, and he’s going to save the multiverse.

MILES: Yeah, man.

PETER: This kid can turn himself invisible! Watch this, he can do it... now!

Miles struggles to turn invisible but he can’t.

MILES: I can’t do it on command--

PETER: He can’t do it on command. But it is cool. Show them the zappy thing, Miles.

Once again, Miles tries to show off his power but he can’t do it.

MILES: I can’t do it on command--

PETER: He can’t do it on command. But he can do so much more, like what else do you do?

MILES: Just those two things--

PETER: Just those two things.

GWEN: Look, I’ve seen him in action. He’s got potential. I think he’s gonna get us home.

She says it with conviction. Everyone wants to believe it. Noir steps forward to prove it out.

SPIDER-MAN NOIR: Okay, little fella, Kingpin’s gonna send a lot of mugs after ya, I’m talking hard boys, real biscuit boxers. Can you fight them all off at once?

MILES: Well, I, I haven’t actually fought anyone--

SPIDER-MAN NOIR: Surprise attack!

Miles tries to fight Noir, but Noir knocks him down. Peni JUMPS IN.

PENI: Can you re-wire a mainframe while being shot at?

MILES: Can I what?

PENI: Show me!

NOIR: Surprise attack!

Noir knocks him down again. FAST CUTS NOW.

GWEN: Can you swing and flip with the grace of a trained dancer?

SPIDER-MAN NOIR: Can you close off your feelings so you don’t get crippled by the moral ambiguity of your violent actions?

AUNT MAY: Can you help your aunt create an online dating profile so she can get out of the dang house once in a while?

SPIDER-HAM: Can you float through the air when you smell a delicious pie?

MILES: What?

GWEN: Can you be strong?

PENI: Ruthless?

GWEN: Disciplined?

MILES: I don’t know, maybe--

SPIDER-HAM: (makes sound effect of smashing his head) boing.

SPIDER-MAN NOIR: Show me some moxie, soldier.

GWEN: Above all, no mater how many times you get hit, can you get back up?

SPIDER-MAN NOIR: Because when a Spider-Man is on the floor...

GWEN: ...When you think you’ve given your all...

SPIDER-HAM: ...When you think you can’t keep going...

SPIDER-MAN NOIR: Spider-Man always gets up.

BAM! BAM! BAM! Miles is knocked down REPEATEDLY. He LIES ON THE GROUND.

GWEN: You can do this!

ALL SPIDERS: Get up, Miles! Get up!

PETER: Alright, guys, cool it...

GWEN: C’mon, Miles! Get up!

The Spiders watch Miles struggle on the floor. He can’t get up. CONCERNED LOOKS are exchanged.

The Spiders gather in a circle to talk, leaving Miles behind.

GWEN: Peter, come here. You need to be more honest with yourself about this. He’s not ready, it’s obvious.

SPIDER-MAN NOIR: There’s no way. He’s just a kid.

GWEN: But if he can’t do this, we have to stay and do it for him.

SPIDER-MAN NOIR: He’s looking right at us while we talk about him...

A beat, then Peter looks to where Miles was and realizes--

The elevator is moving UP.

PETER: Miles? Miles? (sheepishly) See that? He can, uh, turn invisible...

MILES, INVISIBLE, rides the elevator. All the spiders see is the shed doors opening way up in the rafters.Looking for AaronEXT. CITY STREETS/ROOFTOPS - NIGHT

WALKING DOWN THE STREET, despondent. Miles lifts up his phone, checks his messages. We hear his parent's message:

JEFFERSON (V.O.): Miles, what is going on with you? Nobody has heard from you. We don’t know what’s going on. Look, if you’re hiding something from us, you need to come clean. You call me back. Now.

Miles PICKS UP SPEED.

EXT. UNCLE AARON'S FIRE ESCAPE - LATER

Miles CLIMBS TO the rooftop across from Aaron's apartment. As he does we hear audio of a PHONE RINGING and then we see...

INT. SQUAD CAR

RIO: Aye... he’s not answering me either.

Jefferson is on the phone. Rio sits next to him. A CLICK.

UNCLE AARON (PHONE MESSAGE): It’s Aaron. I'm outta town for a few days. Hit you when I'm back. Peace.

JEFFERSON: Aaron, it’s Jeff. Look, I need you to call me if you’ve heard from Miles.

EXT. UNCLE AARON’S APARTMENT

Miles is on the fire escape, he opens a window and climbs in, calling out for Uncle Aaron.

JEFFERSON: He has a soft spot for you and we haven’t heard from him. You know I wouldn’t reach out if this wasn’t important. Hope you’re good.

CUT TO, Jeff hanging up the phone, looking pensive. Rio looks at him.Uncle Aaron Is the ProwlerINT. UNCLE AARON'S APARTMENT - CONTINUOUS

Miles WRITES A NOTE:

MILES (V.O.): Dear Uncle Aaron, I gotta do something and I don’t know if I can do it. I’m scared, man. I’m just tired of letting everybody down. You’re the only one I can talk to. I just wish you were here.

Miles stops writing when he hears a NOISE on the fire escape. Uncle Aaron?

As the figure gets closer, the silhouette becomes clear: THE PROWLER. Terrified, Miles scrambling to hide. The PROWLER enters -- but FREEZES. Something feels wrong.

Remembering, Miles LOWERS HIS SPIDER-MAN mask.

PROWLER'S POV: He looks to the sofa, then around the room again, as if sensing something. He pads quietly, towards where Miles is hiding.

Miles sits frozen, not daring to breathe. The Prowler is there, inches from Miles' invisible face.

Prowler’s PHONE RINGS and he answers.

PROWLER: Hello, Mr. Fisk. I’ve got the security tapes from the tunnel right here. If the kid’s out there, I’ll find him.

Prowler lifts his mask, revealing himself as AARON.

UNCLE AARON: You know me, sir. I don’t ever quit.

Miles' eyes go wide. He GASPS and slowly backs away.

Aaron's head snaps up at the sound. He looks around the room and puts his mask back on... Aaron sees the blur, following to the window.

EXT. UNCLE AARON'S ALLEY - INTERCUT

Miles, as Spider-Man DROPS FROM THE LADDER -- Prowler in pursuit, LEAPING FROM THE FIRE ESCAPE.Pursuit of Spider-ManEXT. BROOKLYN STREETS

Miles RUNS, the Prowler in pursuit on his motorcycle.

In the middle of traffic, Miles sees that he seems to have lost Prowler. But Prowler follows from the rooftops, watching where Miles goes.He Can't Be a Bad GuyINT. PETER PARKER'S LAB

Peni and SP//dr finish making a new goober.

INT. AUNT MAY'S HOUSE - LIVING ROOM

Noir lays on the couch, examining a Rubiks Cube. Peni hands Peter the new goober. He hangs it around his neck with a lanyard.

SPIDER-MAN NOIR: (to Ham) This is purple.

SPIDER-HAM: No.

SPIDER-MAN NOIR: Blue?

SPIDER-HAM: No.

GWEN: Has anyone heard from Miles?

PETER: Look, he’s just clearing his head. I know the kid. He’s got what it takes. I bet you he’s going to come back through that door recharged and ready to fight.

Gwen stares at Peter, not believing a word he’s saying. Just then--

MILES STUMBLES IN, a WRECK. Heaving.

MILES: My uncle!

PETER: Hey, where have you been, we--

MILES: My Uncle Aaron, he -- he -- he's the Prowler!

PETER: Okay, slow down. Slow down, Miles.

MILES: He works for Kingpin, he tried to kill me!

SPIDER-MAN NOIR: This is a pretty hardcore origin story.

Miles fights tears. The spiders look to Peter -- who doesn't have the slightest idea of what to say.

PETER: It’s okay, it’s okay, we’re gonna figure it out.

GWEN: Were you followed?

MILES: No. I don’t think so.

But they hear a RUMBLING... and then...An Epic BattleINT. AUNT MAY'S HOUSE - CONTINUOUS

DING DONG! The door bell rings, then--

CRRAAAAASSSSSHHHHHHH!!! Doc Ock suddenly WALKS IN through the DOOR. A tentacle shoots out and knocks a tea tray out of Aunt May’s hands.

DOC OCK: Cute place. Real homey.

AUNT MAY: Oh great, it’s Liv.

MILES: (heartbroken) I guess I was followed.

GWEN: Oh no...

PETER: Get out of here, kid.

Miles turns to run through the kitchen but is blocked by Tombstone.

TOMBSTONE: You messed up big time, kid. Very sloppy.

Tombstone pushes past Miles and we reveal SCORPION behind him.

SCORPION: Mira todas estas arañitas.

We see the English text onscreen, along with “*translated from Spanish.” Peter and the spiders get into position.

PETER: Let me guess, you’re Scorpion? Well, we’re the, uh... Spider-gang.

AUNT MAY: Would you mind taking this outside?

NOIR: We don’t pick the ballroom we just dance.

Doc Ock sees the GOOBER on Peter’s person.

DOC OCK: Oh, I think I’ll be taking that.

Her tentacles reach out towards Peter and everyone leaps into action. It’s a TEN PERSON FIGHT in a TINY QUEENS LIVING ROOM.

Scorpion CORNERS MILES, who defends himself with couch cushions!

SCORPION: Ninoto dale.

MILES: Preparate a miror. A man stupid pillows!

The couch cushions are STUCK to his hands and Scorpion ATTACKS. SPDR is there to save him as Miles gets unstuck from the cushions.

Doc Ock smashes Peter into the ceiling.

Aunt May swings her baseball bat at Tombstone and knocks him out the front door, onto the street.

AUNT MAY: I said take it outside!

The goober comes loose and Miles goes after it.

MILES: I got it!!

Miles chases after the key but is thrown against the wall. Gwen webs it away from Doc Ock but Scorpion knocks it out of her hand. Noir catches it but glitches, dropping it.

Miles continues to chase after the key as it is kicked around the room. He finally grabs it when his spider-sense goes off.

Suddenly, the Prowler crashes in through the window, landing in front of Miles. Peter webs the goober out of Miles’ hand.

PETER: I got this buddy. (to Prowler) Leave the kid alone!

Peter and Prowler fight and struggle for the goober.

MILES: No, no, no. No!

Peter kicks Prowler off himself and out through the wall into the street.

PETER: You gotta go, man.

Just then, SP//dr and Doc Ock slam into Peter and all are knocked out the front of the house into the street.Exterior Epic BattleEXT. AUNT MAY'S STREET/HOUSE - DAY

The BATTLE is now on the rooftops and smashing out of the front windows, moving out into the neighborhood.

INT. POLICE CAR

SIRENS in the air. Jefferson races through the streets.

POLICE RADIO (O.S.): ...All vehicles in the area, we have a disturbance involving multiple spider... people?

JEFFERSON: (into radio) Yeah, on my way!

INT. AUNT MAY'S HOUSE

Miles gets up out of the rubble, the goober in his hand. THE PROWLER DIVES RIGHT AT HIM claws-first! Miles dives out of the way. The Prowler instantly regroups and comes at Miles again, relentless.

He swipes with his CLAWS, narrowly missing Miles.

PROWLER: Give me that thing!

Miles races through the house, the Prowler in pursuit. They face off, the KITCHEN TABLE between them.

PROWLER : Don't be stupid, kid. Hand it over, now.

Prowler SWIPES DOWN, DESTROYING the table.

Miles races up the stairs, Aaron close behind. He grabs Miles' LEG but Miles kicks him away, continuing upstairs to the HOLE SP//dr blasted through the roof.

EXT. AUNT MAY'S HOUSE ROOFTOP

Miles scrambles up through the hole onto the roof -- but before he can swing away Prowler LANDS in front of him. Miles is TRAPPED.

PROWLER: Nowhere left to run.

A standoff. Miles pulls off his mask...

PROWLER: ...Miles?

MILES: Uncle Aaron.

Aaron takes off his mask as well.

UNCLE AARON: Oh no no no no...

Miles’ eyes WELL UP.

MILES: (barely a whisper) Please, Uncle Aaron.

Kingpin calls Aaron from his car below, watching the standoff.

KINGPIN: Prowler, what are you waiting for? Finish it.

A long beat...and then Aaron pulls down Miles’ mask, and backs away, his hands up. He smiles at Miles when--

BANG! KINGPIN FIRES. Aaron’s eyes go wide as he falls back. Kingpin has shot him.

Kingpin AIMS AT MILES but Peter swings in and KNOCKS Kingpin down.

PETER: (to Miles) Get out of here!

Miles scoops up Aaron and swings away.

Jefferson arrives and sees two people swinging across the
street.Aaron's DeathEXT. DARK ALLEY

Miles kneels over Aaron.

UNCLE AARON: ...Miles...

MILES: ...Uncle Aaron. This is my fault.

Aaron takes Miles’ hand. Shakes his head “no.”

UNCLE AARON: No, Miles. I’m sorry. I wanted you to look up to me. I let you down, man, I let you down. You’re the best of all of us, Miles. You’re on your way. Just... keep going... just keep going...

With Miles at his side, he DIES. Miles can't believe it.

JEFFERSON (O.S.): Hands up! Put your arms up now!

Miles stands but doesn't turn around. Puts up his arms.

JEFFERSON: Turn around.

Miles instinctively CAMOUFLAGES. Jeff looks around, unable to see him.

JEFFERSON: Hey! Hey!!!

But as he advances, he sees who the dead man is.

JEFFERSON: Aaron? Aaron. No... No.

Jeff touches his brother's face, and recoils.

ON MILES, CAMOUFLAGED, seeing the grief hit his father.

Jeff's face HARDENS. He turns on his shoulder radio.

JEFFERSON (INTO WALKIE): All units. I want an APB on a new Spider-Man.

As Jefferson slumps we PUSH IN ON MILES, visible to us the way a heat signature is behind a jet engine. But we can clearly see he's DEVASTATED.We Need a PlanINT. VISIONS ACADEMY - MILES’ DORM - EVENING

Miles is TEARING THROUGH HIS ROOM in an emotional, teenaged rage. He pushes all of his homework and books off his desk and his SKETCHBOOK falls open on the floor, the artwork he did with Aaron staring up at him. Miles picks it up and THROWS IT out the window. The notebook FLIES back through the window like a boomerang, Miles catches it.

Peter’s head pops into the window. He climbs into the room, followed by the other spiders. Peter walks up to Miles and puts a hand on his shoulder.

PETER: Hey, bud. You okay?

Miles takes a deep breath, holding back tears.

PETER: We’ve all been there. For me it was my Uncle Ben.

SPIDER-MAN NOIR: For me it was my Uncle Benjamin.

PENI: For me it was my father.

GWEN: For me it was my best friend.

SPIDER-HAM: Miles, the hardest thing about this job is you can’t always save everybody.

MILES: Look, it was my fault. You wouldn’t understand.

GWEN: Miles, we’re probably the only ones who do understand.

A JIGGLING AT THE DOOR.

PETER: Oh no...

It SWINGS OPEN...

Revealing Ganke, entering with his headphones on, playing music. Ganke crosses to his desk and we reveal the SPIDERTEAM PLASTERED TO THE WALL IN BACK OF HIM.

Oblivious, Ganke grabs his Spider-Ham comic and starts to read, foot on his desk. He takes his headphones off and spins in his chair, now FACING THE SPIDER-MEN, but with his comic blocking his view.

PETER: (whispered) That way! That way!

...and the SPIDER-MAN CLUMP moves to the ceiling and onto the wall in back of him. Ganke then crosses back...

PETER: Other way! Other way!

...and the SPIDER-MAN CLUMP shifts back to where it was.

Ganke sits. Lifts up his comic and lowers the comic to see SPIDER-HAM. Spider-Ham grins.

MILES: Hey there!

SPIDER-HAM: Do animals talk in this dimension? 'Cause I don’t wanna freak him out.

Ganke FAINTS to the ground, unconscious.

TIME CUT -- Miles puts Ganke into the bed. When MILES turns around, Gwen’s climbing through the window, only Peter remains in the room.

MILES: What’s going on?

GWEN: Bye, Miles.

PETER: Miles, I came to say goodbye.

MILES: We can say goodbye at the collider.

PETER: You’re not getting it. You’re staying here.

MILES: I need to be there. So you can all go home.

Miles picks up the goober off his desk.

PETER: They are going home, Miles. I’m the only one staying.

A long beat.

MILES: You’re taking my place...? If you stay here you’ll die.

PETER: I’m doing what needs to be done. I just wanted you to hear it from me.

MILES: What about MJ?

PETER: (looks at the floor) Not everything works out, kid. I need the goober. (then) Please don’t make me take it from you.

Peter steps forward. Miles FURIOUS.

MILES: That’s not fair! You’ve gotta tell them I can do this!

PETER: It wasn’t their decision.

MILES: I gotta make Kingpin pay! You have to let me make him pay!

PETER: Miles, you’re gonna get yourself killed.

MILES: But I’m ready, I promise--

Peter does a combo move, nearly knocking Miles to the ground, if Peter wasn’t there to catch him. Miles HANG DOWN, held up by PETER.

PETER: Then venom strike me right now, or turn invisible on command so you can get past me.

Miles TRIES to do what he’s saying but it only makes Peter seem even more right.

Outside the window, the other spiders listen to their conversation.

PETER (O.S.): Look, I know how much you want this, kid.

SPIDER-MAN NOIR: Poor little guy.

Back inside the dorm room, Peter puts Miles down.

PETER: But you don’t have it yet.

Peter WEBS a desk chair under Miles, spins the chair, and webs him into a cocoon, and takes the key.

PETER: I’m sorry.

Peter can’t look at him.

MILES: When will I know I’m ready?

Peter WEBS his mouth.

PETER: You won’t. It’s a leap of faith. That’s all it is Miles. A leap of faith.

Peter jumps out of the window and swings away with the other spiders.

Miles, tied securely to his desk chair, watches sadly from his window.I Am Spider-ManINT. VISIONS ACADEMY - MILES’ DORM - NIGHT

TIMES PASSES. Miles stares ahead.

KNOCK KNOCK KNOCK. He is jolted out of his self-pity by the KNOCK at his door -- someone that can help him! Miles SCOOCHES towards the door excitedly, inch by inch on the chair.

INT. VISIONS DORM HALLWAY - NIGHT

JEFFERSON is in the hallway in full uniform.

JEFFERSON: Miles! Miles, it’s your dad.

Jefferson sees a shadow moving under the door - it STOPS.

INTERCUT BETWEEN MILES AND JEFFERSON

Miles, now a couple of feet from the door, FREEZES.

JEFFERSON: Please open the door.

Miles starts to slowly BACK AWAY from the door, inch by inch.

JEFFERSON: Miles, I can see your shadow moving around.

Miles STOPS again.

JEFFERSON: Yeah. Okay, I get it. I get it. Still ignoring me. Look, can we talk for a minute? Something happened...

Jefferson struggles with what to say.

JEFFERSON: Look sometimes, people drift apart, Miles. And I don’t want that to happen to us, okay? Look, I know I don’t always do what you need me to do or say what you need me to say, but I’m... I see this...this spark in you. It’s amazing, it’s why I push you. But it’s yours and whatever you choose to do with it, you’ll be great.

Miles’ eyes are wide and soulful. He rests is head against the door, so close.

JEFFERSON: Look, call me when you can, okay? I love you. (then) You don’t have to say it back though.

Jefferson still waits for an “I love you” back. When he doesn’t get it, he taps the door farewell and walks down the hall.

Miles CLOSES HIS EYES and we sit with him for a beat.

Miles’ hands visibly RELAX as his venom strike starts to crackle to life on his hands - using this memory is how he’s learning to control his powers.

Miles uses a mini VENOM STRIKE to BREAK FREE from the chair restraints. He CAN’T BELEIVE IT.

GANKE BOLTS UP, dazed - but sees nothing.

REVEAL Miles has turned invisible and is exiting the building. He’s IN CONTROL.Miles Rises UpEXT. AUNT MAY’S BACKYARD - NIGHT

QUICK CUTS a hand opening the padlock. The LIGHTS in Peter’s hideout flooding on to REVEAL AUNT MAY sitting in wait, sipping tea.

AUNT MAY: Took you long enough.

EXT. BROOKLYN - WILLIAMSBURG SAVINGS BANK - NIGHT

Clouds gather. Total coincidence. PUSH IN on a gargoyle near the building's very tippy top.

We don't see ANYONE. Until... Lightning REVEALS a CAMOUFLAGED MILES.

With each strike, we FLASH to Miles’ journey to get to the top of the building. FLASH! Miles exits the subway. FLASH! Miles approaches the Spider-man suits in the Spidey hideout. FLASH! Miles SPRAY-PAINTS A SUIT.

JEFFERSON (V.O.): I see this spark in you. It’s amazing. Whatever you choose to do with it you’ll be great.

RIO (V.O.): Our family doesn’t run from things.

UNCLE AARON (V.O.): You’re the best of all of us, Miles. You’re on your way. Just keep going.

MILES (V.O.): When do I know I’m Spider-Man?

BACK ON MILES-- Moving closer and closer to the edge.

PETER (V.O.): You won’t. That’s all it is, Miles... a leap of faith.

Miles walks to the edge of the roof, the wind buffeting... and LEAPS! The camera is UPSIDE DOWN. Miles isn't falling through frame. He's RISING.

CUT TO Miles SPRAY PAINTING his new uniform. DISINFECTING HIS MASK. PUTTING BABY POWDER ON THE JOINTS.

BACK LIVE, Miles is OUT OF CONTROL, flailing. Miles shoots a web upwards between his legs...The webbing STICKS to a building...

Miles SNAPS on web-shooters as Aunt May watches.

AUNT MAY: Made ‘em myself. They fit perfectly.

Miles BEGINS TO SWING. He moves with purpose through New York, slides between taxis, across windows.

He swings up on top of the Brooklyn Bridge and catches his breath. In the distance, we see Fisk Tower. He’s ready.

COVER PAGE: SPIDER-MAN: MILES MORALESStorming the TunnelsEXT. BROOKLYN STREETS - NIGHT

The Spiders exit a bus. We see the WHOOSH of SPIDER-PEOPLE swinging up to the top of a crane like a SWAT TEAM, until looking down at the PENTHOUSE, staring into SKYLIGHTS.

PENI: Kingpin has a private elevator entrance from his penthouse to the collider below.

SPIDER-MAN NOIR: Didn’t count on having an audience.

INT. KINGPIN’S PENTHOUSE - ENTRANCE SALON - NIGHT

GUESTS mill beneath MASSIVE BANNERS depicting SPIDER-MAN and PETER PARKER: "THE PETER PARKER MEMORIAL FUND."

ALL SPIDERS: You’ve got to be kidding me.

Kingpin stands. COPS and GUARDS surround him. He takes the dais, waves to the crowd.

KINGPIN: Thank you, it’s nice to be with you this evening to celebrate Spider-Man. He and I were very close. He was always a favorite of my son. Kids love Spider-Man, right? Still do.

GWEN: What a pig.

SPIDER-HAM: (offended) I’m right here.

SPIDER-MAN NOIR: Hold on, get a load of how the waiters are dressed. It’s in poor taste but--

ANGLE ON THE WAITERS: They are dressed like tacky SPIDER-MEN, with bowties.

SPIDER-MAN NOIR: It can't be that easy.

INT. FISK PENTHOUSE

ON OUR SPIDER-TEAM, moving through the fundraiser. Noir carries a serving tray, while Peter and Gwen push a LARGE CART which is made from a CONTORTED, CRAWLING SP//dr.

SPIDER-MAN NOIR: It’s that easy.

KINGPIN: And I just want to thank Mary Jane Parker for being here this evening. Our prayers are with you Mrs. Parker.

As Kingpin mentions MJ, Peter spots her in the crowd. Uh oh.

PETER: (gasps) MJ?

GWEN: Pay attention! It’s not the same MJ, Peter.

A beat.

PETER: I’m sorry, I’ll be right back.

GWEN: No! Peter! Come here here! Trust me, I’ve been there. You gotta move on, buddy.

PETER: This will just take one sec. Let me just-- Oh!

He turns his cart toward MJ. He bumps into MJ.

MJ: Hello.

PETER: Oh wow.

MJ: Um, I just wondered if we could have some more bread at table twelve.

PETER: Yeah! I’m just, I’m really sorry...

ON GWEN, horrified.

MJ: Oh, don’t be sorry. It’s just bread.

PETER: No, I wasn’t there for you when you needed me.

MJ: Mmmhmm...

PETER: And I didn’t even try.

MJ: That’s fine. I should really get going--

PETER I know I could do better if I just had another chance to give you... (realizing) ...the bread that you deserve.

MJ: Are you okay?

GWEN: Ma’am, we’ll take care of that bread right now.

MJ: It’s been nice, uh, talking to you.

PETER: For you they should fill this place up with fresh bread.

Gwen ushers Peter towards the kitchen.

GWEN: You alright, man?

PETER: Yeah. Totally.

GWEN: Okay, good, 'cause we are not getting any bread.

The tables start to WOBBLE, people look down at their drinks which now have ripples a la Jurassic Park (1993).

KINGPIN: I’m just sorry my family can’t see what we’re doing tonight.

INT. COLLIDER CONTROL ROOM

Doc Ock is hard at work on a computer, prepping the collider. She hits a button.

COMPUTER VOICE: Initializing primary ignition sequence.Where They FightINT. FISK TOWER

Wilson Fisk walks with purpose down a hallway. He walks past two guards and disappears into his office.

As he passes, the guards are WEBBED. Reveal the spiders on the ceiling. Spider-Man Noir WEBS their eyes.

SPIDER-MAN NOIR: (creepy whisper) Sleeeeeeep.

INT. FISK’S OFFICE

Noir SHOOTS at a panel in the elevator, allowing them to swing down the elevator shaft.

INT. OBSERVATION ROOM

Kingpin enters with Tombstone and sees a waiting Doc Ock.

KINGPIN: Start the sequence.

Doc Ock NODS and a scientist takes a piece of hair from Vanessa’s brush to use as a DNA sample.

SCIENTIST 1: Uploading Vanessa Fisk and Richard Fisk DNA sequence.

SCIENTIST 2: Beginning scan for dimensional matches.

Doc Ock fires the collider, a computer monitoring and calling the collider’s status.

COMPUTER VOICE: Secondary ignition in 5... 4... 3... 2... 1.

The COLLIDER FIRES just as--

INT. COLLIDER ROOM

--the spiders arrive! They make their way to the top of the THUNDERING collider, moving like a military unit.

EXT. BROOKLYN STREETS

DIMENSIONAL QUAKING occurs, worse than before, people PANICKING -- the BROOKLYN BRIDGE flickers, pedestrians SCREAM.

Jefferson HELPS a CIVILIAN and sees FISK TOWER flicker in the distance.

INT. COLLIDER ROOM

They crest the hill and stare at the beam and the beginnings of DIMENSIONAL COLLAPSE.

ON GWEN AND PETER. Peter is nervous. So is Gwen.

GWEN: Peter, you don’t have to stay behind. I can do it.

PETER: It’s okay. I’ve made up my mind.

They all swing out to the ceiling of the collider room.

PETER: I’ll put the goober in and take over the beam. After you’re gone, I’ll blow it up.

He starts to crawl towards the panel.

PETER: Good luck, guys.

Peter REACHES the panel. Peter is about to put the override key into the panel when the Spiders get SPIDER-SENSE.

GWEN: They know we're here.

DOC OCK SLOWLY EMERGES out of the ceiling. Real creepy like.

DOC OCK: Nice to see you again, Peter.

Doc Ock slams Peter onto the ceiling of the collider room.

The spiders rush to help Peter, but are ATTACKED by Kingpin’s thugs.Battle at the ColliderINT. COLLIDER ROOM

[NOTE --- from here out we’re watching an increasingly psychedelic depiction of DIMENSIONS COLLIDING, and the Spideys have to do their job as it happens.]

They BATTLE, the spiders fending off bad guys while glitching! As the CAMERA ROVERS the Spiders INTERACT.

Noir glitches and is caught under fire. PENI comes to save him.

PENI: I got you covered!

Gwen comes FLYING IN, sliding down a GANTRY CRANE.

She sees Scorpion coming towards her.

GWEN: Ugh, these guys are the pits.

Peni and SP//dr jump in to fight Scorpion.

On the ceiling, Peter struggles against Ock. He tries to reinsert the goober but he puts it in the wrong way.

PETER: Why is this always difficult?

Doc Ock drags him away from the panel.

DOC OCK: Where are you going, Peter?

As she pulls Peter in...

DOC OCK: Any last words?

PETER: Can I get a minute to think about it? Do you have a pen?

DOC OCK: Goodbye, Peter Parker.

Suddenly, one of her tentacles PUNCHES her in the face. Peter reacts to Doc Ock punching herself.

DOC OCK: Who did that?

She looks around.

REVEAL Miles turning visible as he FLIES TOWARDS DOC OCK.

PETER: Miles?

DOC OCK: Spider-Man?

He Shoots WEBBING, knocking her back as she releases her hold on Peter. Miles catches him and they both land on the ceiling.

PETER: Wow, Miles! You’re doing it on command!

MILES: About time, right?

MULTIPANEL -- The Spiders react to seeing Miles again.

SPIDER-HAM: Hey, look who’s here!

PENI: Miles!

GWEN: You figured it out.

PETER: I love you! I am so proud of you! Do I want kids?

Doc Ock breaks free of her restraints and CHARGES them.

PETER: Oh yeah. I forgot about her.

As they fight, they all notice a box raising up towards the beam.

PETER: Well, that doesn’t look promising.

MILES: No, it doesn’t.

INSIDE THE OBSERVATION ROOM

Vanessa and Richard start to flicker into existence as Kingpin watches from the observation room.

SCIENTIST 1: I’ve got genetic matches! Hold on... It’s too risky!

KINGPIN: Shut up and turn it up!

INT. COLLIDER ROOM

The Spiders all battle bad guys as the room descends into more chaos.

PETER: On your left! On your right! I got 5 o’clock, 3 o’clock, 2 o’clock! Every direction!

MILES: On your right! On your right!

CAMERA flies back up through the building to the ball room. People are PANICKING. Jefferson is running against the tide, on his phone.

JEFFERSON: Get to a shelter! I’ll be right there!

INSIDE A HOSPITAL

Furniture multiplies, the occupants panicking. Rio is on the phone with Jefferson.

RIO: Vamo senor. I’ve tried the school, but I can’t get through!

OUTSIDE ON THE STREET

The VISIONS bridge “quakes”, cars split into multiple versions of themselves, people run, screaming.

BACK IN THE COLLIDER ROOM

CLUSTER BUILDINGS burst through the portal. The spiders continue to BATTLE as things get CRAZY.

ON MILES, PETER, GWEN AND OCK

MILES: Guys, are you seeing this?!

Peter, Miles, and Gwen meet up on top of one of the collider guns. They look out over the chaos that is happening in the room.

GWEN: Looks like our dimensions are coming to us.

PETER: It does look cool though, right?

GWEN: We gotta get back up there. Shouldn’t be too hard--

Their Spider-senses go off - they turn around just as Ock THROWS a BUS at them!

NOIR and TOMBSTONE have a hand-to-hand fight.

SPIDER-MAN NOIR: Is that all you got? You gonna fight or you just bumping gums you hard boiled turtle slapper?

Noir PULLS A car on top of Tombstone. IT EXPLODES (COMIC BOOK BURST CARD)

Scorpion has SP//dr pinned down. Peni struggles to break free but Scorpion starts to destroy SP//dr, pulling off and destroying the robot’s limbs.

As Scorpion goes to attack Peni again, an ANVIL SLAMS onto Scorpion’s head. Reveal that Ham has dropped it on him.

SCORPION: Puerco? What are you, some kind of silly cartoon?

SPIDER-HAM: You got a problem with cartoons?

Scorpion and Ham fight hand-to-hand combat. HAM IS FREAKIN’ INSANE AT FIGHTING. Ham knocks Scorpion down and before he can get up, Noir grabs his tail and swings him around. As he lets go and Scorpion flies towards Peni, she grabs one of SP//dr’s detached arms and smashes Scorpion with it. He’s out.

SPIDER-HAM: Ohhh, did THAT feel like a cartoon?

ON MILES, PETER, GWEN AND OCK

Gwen and Miles fight Doc Ock, tag-teaming. Gwen is IMPRESSED by Miles.

Suddenly one of Ock’s tentacles hits Gwen hard and she falls back towards the beam.

MILES: Gwen!!

Miles flies after Gwen, barely grabbing her. (Note: refer to “Gwen falls” panels) He SWINGS back up with a recovering Gwen.

GWEN: I like your suit.

MILES: Thanks. I made it myself.

Miles SHOOTS a web strand back at Peter.

Peter GRABS the web strand and PULLS IT, giving GWEN SUPERSPEED.

PETER: That was adorable, team! Now hold on tight!

Gwen FLIES in.

They all hit her 1-2-3.

Ock FLIES BACK from the impact and smashes onto a building. Furious, she races back towards them.

GWEN: Buckle up, guys, this is going to take a while.

Doc Ock is HIT by a rogue 18-wheeler.

GWEN: Alright, never mind. Let’s end this thing.

Miles TAKES CONTROL. He’s the quarterback now.

MILES: Guys, I got it.

PETER: I'll go. I'm the one with the goo-

Miles holds up the goober.

PETER: Oh, you gotta be kidding me.

MILES: Don’t watch the mouth. Watch the hands.

He shoots a web and swings off through the chaos in the collider room.

PETER: Miles!

GWEN: Be careful!

ON MILES as he heads to the panel, doing his own version of Blonde Peter’s swing-crawl-flip to the panel.

MILES: That was crazy.

Back on Peter and Gwen.

PETER: Ah, we taught him that right?

GWEN: I didn’t teach him that. And you definitely didn’t.

Peter and Gwen swing off to join Miles.

ON PENI, NOIR and HAM

As SP//dr SPARKS and DIES, Peni takes out her SPIDER.

She turns to look at the destroyed robot, tears in her eyes. Noir steps up, puts his hand on her shoulder.

NOIR: You okay? (tenderly) C’mon...

She jumps on Noir’s back and with Ham, they swing away to join Miles at the panel.

ON MILES AT THE PANEL

Inside is the MESS OF WIRES AND EQUIPMENT RIPeter saw. Miles INSERTS the goober.

MILES: Guys! I got control of the beam! Get up here!

COMPUTER VOICE: Alert! Quantum polarity has been reversed.

IN OBSERVATION ROOM

Kingpin’s looks up and sees Miles at the panel as the other spiders join him.

Kingpin, ENRAGED, SLAMS DOWN on the control panels in front of him, SMASHING THE WINDOWS of the Observation Room.

IN THE COLLIDER ROOM

The room SHAKES, inter-dimensional quakes ROCKING THE COLLIDER ROOM AND ALL OF BROOKLYN.

THE SPIDERS CONVERGE ON THE PANEL

GWEN: Guess this is it.

PENI: Well, nice to know we’re not alone. Right?

GWEN: Yeah.

They all look around at each other. They want to go home...but part of them wants to stay.

Miles punches a code into the keypad and twists the goober.

MILES: I got the portal open. You first, Peni.

She smiles.

PENI: Thank you, Miles. From both of us.

Peni JUMPS into the beam. Miles punches in another code and looks to Noir.

SPIDER-MAN NOIR: I, uh, love you all. (holds up a Rubik’s cube) I’m taking this cube thing with me. I don’t understand it, but, I will.

Noir lets go and DISAPPEARS. Spider-Ham hold up a huge mallet. He’s near tears.

SPIDER-HAM: I want you to have this. It’ll fit in your pocket.

Miles takes it.

SPIDER-HAM: That’s all, folks.

Ham JUMPS.

PETER: Is he allowed to say that? Legally?

Miles turns to Gwen. A beat. Awkward. Just like the classroom, but...

MILES: Do I get to like the hairdo now?

Gwen laughs.

GWEN: You know I’m older than you. Fifteen months, but it’s pretty significant if you ask me.

MILES: Well, Einstein said time was relative, right?

GWEN: (laughs) Nice.

She turns away, uncomfortable with the moment. Miles holds out his hand.

MILES: Friends?

A long beat. Gwen grabs his hand and holds it.

GWEN: Friends.

MILES: Cool.

GWEN: See you around Spider-Man.

She elegantly leaps into the beam.

Miles turns to Peter.

MILES: Your turn.

PETER: (hesitant) Yeah yeah right...

Peter looks down and hesitates. HE’S SCARED TO GO.

They’re both hit with a surge of SPIDER-SENSE. Miles and Peter look down to see Kingpin has left the observation room and is now leap-frogging his way across buildings towards them.

KINGPIN: You’re not going ANYWHERE!

Peter assesses the situation.

PETER: I’ll hold him off, you shut this down!

Peter jumps away from the panel, going towards Kingpin. Miles is SURPRISED.

MILES: Peter, that wasn’t the deal!

PETER: Push the green button! Do not wait for me!

But Peter is LEAPING AWAY ALREADY, SWINGING, when A WEB STOPS HIM AND YANKS HIM BACK TO...

MILES, on the other end of the WEB!

PETER: What are you doing?

MILES: Peter, you gotta go home!

PETER: This guy could kill you! I can’t let Spider-Man die.

MILES: (defiant) Neither can I.

PETER: It’s okay.

MILES: Yeah, it is okay.

Miles DROP KICKS Peter and holds him suspended over the portal. It looks exactly like when Peter challenged Miles in his dorm room before tying him up.

MILES: (with empathy) You gotta go home, man.

PETER: (suddenly sad and scared) How do I know I’m not gonna mess it up again?

MILES: You won’t.

PETER: (realizing) Right. It’s a leap of faith.

Peter takes his hand off Miles hand, readying himself. Miles DROPS Peter into the portal.

Peter smiles as he disappears into the portal.

PETER: Not bad, kid.

Miles pulls his mask back down and turns to face the approaching Kingpin. THEY FACE OFF.

MILES: Kingpin!

Kingpin SMASHES the building, causing a ripple of glass to fly towards Miles. Miles backflips out of the way.

Kingpin pulls out a gun and Miles WEBS it away.

MILES: Nope! Sorry. That’s cheating!

He starts to advance when a subway train suddenly speeds by, heading towards the panel. Miles shoots a web at the train and hitches a ride.

MILES: ¡Adios!Inter-Dimensional FightEXT. SUBWAY TRAIN

Miles lands on the side of the train and looks around to locate the panel.

MILES: I gotta get to that button.

Just then, the window on the train breaks and a pair of hands pulls Miles in. It’s Kingpin!

INT. SUBWAY TRAIN -- FROM ANOTHER DIMENSION. IT CONTINUES TO TOGGLE BETWEEN OTHER DIMENSIONS, IT FEELS LIKE A SUBWAY CAR MAZE.

Miles flickers in and out invisibility as he evades Kingpin’s punches. But Kingpin predicts Miles’ next spot and lands a hit.

Miles tries to venom strike but it fizzles out.

MILES: Oh no...

KINGPIN: Not so easy doing it on your own is it?

Kingpin grabs Miles around the neck and slams him against the wall.

KINGPIN: I can’t wait to kill one more Spider-Man.

An ENRAGED KINGPIN is about to deliver the death blow to Miles, just like he did to RIPETER when--

Vanessa and Richard appear and they DON’T RECOGNIZE KINGPIN. MULTIPLE VANESSA AND RICHARDS now GLITCH IN AND OUT.

VANESSA: What are you doing? Where am I?

KINGPIN: What...

VANESSA 2: Wilson...

MILES: (sadly) Is this what you want, man?

VANESSA 3: What are you doing? You stay away from us.

KINGPIN: Vanessa? Vanessa! Richard!

RICHARD: What’re we doing here?

VANESSA 4: I don’t know Richard...

KINGPIN: Vanessa, it’s me. You know me!

VANESSA 5: ...we’re leaving now.

Vanessa and Richard are frightened. They don’t recognize Kingpin. They see him about to kill Spider-Man and they run through the door behind them.

KINGPIN: Don’t go! Stay with me! Please!

Kingpin reacts and runs after them, dropping Miles. He enters the train car and finds it empty... his family has gone back into the multiverse.

EXT. SUBWAY TRAIN

Miles climbs out of one of the windows and onto the side of the speeding train. He looks around and locates the panel. He is about to web away when Kingpin BURSTS through the side of the train and lands in front of Miles. He’s LOST EVERYTHING, but he’s not losing the fight.

KINGPIN: You’re not stopping this. Not today.

MILES: I am stopping this! Right now!

IN THE OBSERVATION ROOM

Jefferson walks in and examines the control room. It’s trashed as a result of the interdimensional event going on. He looks out the front of the room and witnesses the chaos taking place in the collider room.

The train car whizzes by with Kingpin and Miles fighting on top of it, in clear view of Jefferson.

JEFFERSON: (into his walkie) I need back up!

He only hears static.

IN THE COLLIDER ROOM

Kingpin and Miles fight, Kingpin with renewed fury. Kingpin throws Miles off the train and they continue fighting as they fall, drowning in Sienkowicz/Kirby Psychedelia.

Kingpin and Miles CRASH into the Brooklyn Bridge.

A dazed Miles shakes off the collision on the bridge, his mask off. He staggers to his feet. Kingpin is already standing, unsteady but still dangerous.

Kingpin and Miles square off, two exhausted boxers. Kingpin suddenly reaches out.

He brutally shoves Miles to the ground. Miles rolls away and tries to get up. He’s hurt. He looks up and sees Kingpin coming after him again. Kingpin grabs Miles by the head and slings him against a pile of debris.

Miles smashes into the ground, tries to get up and slips.

KINGPIN: The real Spider-Man couldn’t even beat me. You’re nothing!

Kingpin is out of breath but he is enjoying beating the hell out of Miles.

Miles keeps GETTING UP and Kingpin keeps KNOCKING HIM DOWN. Miles keeps getting back up, he’s exhausted.

KINGPIN: You took my family, and now I’m gonna make sure you never see yours again.

Kingpin KNOCKS MILES DOWN AGAIN and approaches to finish him off. Just then, a voice is heard in the distance...

JEFFERSON: Get up, Spider-Man!

Miles eyes flicker open at the sound. He looks to the control room, where he sees someone moving around. It’s his dad.

JEFFERSON: Get up! C’mon... C’mon.

MILES: (struggling) C’mon... c’mon... come on...

It takes him a few wobbly seconds but Miles staggers to his feet and faces Kingpin.

MILES: I’ll always have my family. You ever hear of the shoulder touch?

KINGPIN: What?

...Miles drops a hand toward Kingpin’s shoulder.

MILES: “Hey.”

As he touches Kingpin on the shoulder he delivers a GIGANTIC VENOM STRIKE--KKAAAAAAA-ZAPPPPPPPPPPPPPPP!!


Kingpin flies back from the force of the Venom Blast. Miles webs him and swings Kingpin into the panel.

MILES: Hey, Kingpin! Push the green button for me!

Kingpin FLIES INTO THE PANEL, a DIRECT HIT, making the Venom Blast extend to the entire collider room.The beam starts to suck everything back in.

Miles webs himself to the ceiling and holds on as the chaos reaches a fever pitch. The beam retreats back into the collider guns, causing a MASSIVE IMPLOSION.

In the control room, Jefferson is blown back by the force of the implosion.

THE COLLIDER SHUTS OFF. The shaking stops.

Miles hangs from the ceiling. He did it.

Some coughing catches his attention. From the debris of the observation room, he sees Jefferson stand up, coughing and shaking dust off.

Jefferson looks up and sees a spider web dangling but now MILES IS GONE.Jefferson and MilesEXT. FISK MANSION - NIGHT

Jefferson leads a handcuffed Tombstone into a cop car.

As the car drives off, his phone rings. He looks at it. It's MILES. He answers.

JEFFERSON: Miles? Miles? Miles?! Are you okay?

ANGLE ON MILES, as Spider-Man, perched on the corner of a building, overlooking the scene outside Fisk Tower.

MILES: Yeah, I’m okay. (beat) You’re probably busy so--

He’s definitely busy but doesn’t care.

JEFFERSON: No no no no, I can talk! I can talk. Look, so I came by earlier because, uh... your uncle...

MILES: I know Dad. I’m so sorry.

A wave of emotion hits Miles.

JEFFERSON: Yeah.

MILES: Do you know who did it?

JEFFERSON: I thought I did. But I was wrong. (a beat) Look, Miles, what I said at the door, it wasn’t just talk. Look you know, I was thinking maybe we could find a nice wall privately owned...

MILES: (getting emotional, holding it back) Okay, Dad. Alright.

JEFFERSON: ...like at the police station and you could...“throw” up some of your art? Man, I’m bad at this. Ok, Miles-- Miles? You there? (the line’s gone dead) C’mon man, C-Mobile--

Miles APPEARS right next to Jefferson with a POP!!

MILES AS SPIDER-MAN: Officer?

SPIDER-MAN, aka MILES, right behind him.

JEFFERSON: (startled) Spider-Man. Listen, down there, that was, I mean I owe you--

Jefferson is startled when SPIDER-MAN HUGS HIM. He awkwardly pats him on the back.

They break it up.

MILES AS SPIDER-MAN: I look forward to working with you.

JEFFERSON: Yeah, me too, I guess. (then) I don’t approve of your methods but, we’re just gonna have to agree to disagree.

MILES AS SPIDER-MAN: Thank you for your bravery tonight. (then, quickly) I love you.

Spider-Man walks away.

JEFFERSON: Wait, what?

Miles walks off, shoots a web, swings away.

MILES AS SPIDER-MAN: And look behind you!

Jefferson turns and sees that Kingpin has been strung up by webs between two buildings and there’s a note that reads “From your friendly neighborhood Spider-Man.”

Miles walks down the street, high-fiving people. Everyone is SO EXCITED TO SEE HIM.

MILES: Alright. Cool, yeah!

BYSTANDER #1: Yeah, thanks, Spider-Man!

MILES: Yeah, I’m Spider-man! ¡A su servicio!

BYSTANDER #2: Yeah, you the spider!

MILES: What’s up, little man? Oh yeah, yeah. I’m the new Spider-Man! Check it out. (jumps onto wall, immediately falls off) Whoa! That was part of the move.Why Physics Matters to MeEXT. BROOKLYN STREETS

ON MILES, swinging through the city.

MILES (V.O.): Okay, let's do this one last time, yeah? For real this time. This is it.

We see the OPENING BADASS SHOTS OF SPIDER-MAN but this time with Miles.

MILES (V.O.): My name is Miles Morales. I was bitten by a radioactive spider. And for like two days, I’ve been the one and only Spider-Man. I think you know the rest. I finished my essay. I saved a bunch of people.

We see him do homework. Swing in front of adoring crowds. Get hit by a drone.

MILES (V.O.): Got hit by a drone. Did this with my dad.

Miles paints a tribute to Uncle Aaron with Jefferson.

MILES (V.O.): Met my roommate finally.

Miles, upside down, fist bumps Ganke. Ganke is stunned. Miles slaps a sticker on a gargoyle at the top of a building.

MILES (V.O.): Slapped a sticker where my Dad’s never going to find it.

Ham, Peni, Noir, Gwen are in their homes, ready for a fresh start...

MILES (V.O.): And when I feel alone, like no one understands what I’m going through, I remember my friends who get it.

Gwen looks at a picture of her and Miles.

Peter, holding flowers, rings the doorbell to MJ’s apartment.

Miles swings, flips, and runs through the city. He webs a train as leverage to CATAPULT himself through the air. He looks GREAT. It’s BEAUTIFUL, and SO SPECIFIC TO MILES.

MILES (V.O.): I never thought I’d be able to do any of this stuff. But I can. Anyone can wear the mask. You can wear the mask. If you didn’t know that before, I hope you do now.

INT. DORM ROOM - CONTINUES

Miles climbs into the top bunk, turning out the light, put on his headphones...

MILES (V.O.): 'Cuz I’m Spider-Man. And I’m not the only one. Not by a long shot.

He closes his eyes. Starts singing along to “Sunflower.” But his eyes snap open as a bright light suddenly shines down on him. A portal begins to open up above him.

FAMILIAR FEMALE VOICE: Miles! Miles! Miles! You got a minute?

CUT TO BLACKCODAFROM BLACK...

INT. SECRET FACILITY - DAY

A massive lab space, so bleeding edge that it looks alien. Holographic images of the Collider’s final moments (twisted, flowering cityscapes... giant floating pencils... Spider-Ham, etc.) hover above the dozens of workstations filling the room.

We also get a glimpse of HEADSHOTS of Miles, Peter, Peni, and Gwen.

A HOLOGRAM WOMAN, Lyla, stands in the center of the lab, flickering from one screen to the next.

LYLA: You’re a bit late.

SUITED FIGURE: We can’t all be everywhere at once.

LYLA: A little text might have been nice.

SUITED FIGURE: I was gone for less than two hours, what happened?

LYLA: Okay okay okay I know what it looks like but, here’s the good news...

SUITED FIGURE: Oh, here we go.

LYLA: ...the multiverse DIDN’T collapse.

SUITED FIGURE: Oh, cool!

LYLA: A little touch and go, but it worked out.

SUITED FIGURE: Great story. Hey, did you finish the goober?

LYLA: It’s not a goober. It’s a gizmo.

SUITED FIGURE: Do you always have to call me out? It’s just really frustrating and it bums me out.

She gestures to a crazy WATCH floating above a pedestal.

LYLA: Don’t get too excited Miguel it’s just a prototype.

SUITED FIGURE: Not excited.

The gizmo attaches itself to the Suited Figure’s arm.

SUITED FIGURE: Okay, ow!

LYLA: You could be the first person to make an autonomous multiverse jump... or the last.

The suited character stands stock still for a long moment, considering the watch. We begin to PAN AROUND HIM...

MIGUEL: Okay, so we’re just going to roll the dice on this?

LYLA: So what do you say pal? Where do you want to go first?

...finally revealing a DEEP BLUE MASK. NO EYEHOLES. RED, DAGGER-LIKE LENS FRAMES...

MIGUEL: Let’s start at the beginning. One last time. Earth 67.

SMASH TO:

A TRIPPY MATTE PAINTING

From a Ralph Bakshi directed 1968 episode from season two of the old animated Spider-Man animated TV show.

TWO SHOT -- Miguel jumps in to frame with the famous ‘67 ANIMATED MEME SPIDER-MAN.

MEME SPIDER-MAN: Whoa... what the...

MIGUEL: I’m Spider-Man. I need you to come with me.

MEME SPIDER-MAN: Who the heck are you?

MIGUEL: I just told you that, listen, listen. I’m from the future.

MEME SPIDER-MAN: How dare you point at me!

MIGUEL: You were pointing first!

MEME SPIDER-MAN: It’s rude to point.

MIGUEL: You’re being very rude! You’re not even believing what I’m saying. You’re saying I’m not who I say I am.

A POLICE OFFICER and J. JONAH JAMESON are standing nearby.

MEME POLICE OFFICER: Which one pointed first?

MEME JAMESON: Spider-Man pointed first! Obviously!

And we go out in pure chaos, the most expensive dumb joke of all time...MIGUEL: You’re pointing at me right now as you say that! Look at you! Look at your finger! Look at your finger right now! What is it doing? You are pointing! You are accusing me of pointing, while your pointing--MEME SPIDER-MAN: I’m not pointing, you’re pointing. I’m just pointing out your pointing. Which is different from normal pointing. You haven’t seen pointing until I get through with you and then you’ll know--“THE END” title card from the 1967 Bakshi cartoon.

BLACK.