INT. 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.