INT. 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.