EXT. 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.