"SPIDER-MAN: ACROSS THE SPIDER-VERSE" (2023)

WHAC-A-MOLE

(aka Spider-Man: Across the Spider-Verse)

Written by

Phil Lord & Christopher Miller & Dave Callaham

Based on

The collective work of thousands of writers and artists over the last sixty or so years

EPIGRAPH(S)

We’d better welcome young people to this world. Before long we will ask them to save it.

- Blaise Pascal

Never say you are unloved I love you In all the simplicity of the word Never say you have no friend How dare you feel that way! I am your unknown friend How long before you know

- Sun Ra

Burn the s crolls.

- RJ

A person is a universe...

OVER BLACK

ON MILES...

Or, rather, a photo of him tucked into the bass drum of “THE MARY JANES.” We see the drum vibrating-- someone is hitting it really hard -- but we don’thear that yet...

GWEN STACY, hitting those drums like it would even make a difference.

FLASHBACK PANELS are inset on screen:

Miles and Gwen bumping into each other at Visions... Miles getting bit...

Gwen getting bit...

Miles watching his uncleAARON die... Miles’ dadJEFF unwittingly pulling a gun on his own son...

Gwen’s dadGEORGE pulls a gun on Gwe n...

Gwen and Miles say goodbye...

ON GWEN - falling away from Miles until she disappears.

2.2.

FLASHES of a frightening FUTURE -- as the drumbeat gets faster, louder, moreintense...

We’re in CHELSEA, N.Y. of EARTH-65.Gwen’s dimension.

In the middle of BAND PRACTICE forThe Mary Janes. EM JAY, GLORY and BETTYstare blankly at their bandmate.

Ugh. Here we go...

Gwen hits the drums; Glory DEADENS the cymbal with her hand.

3.3.

Gwen knocks over the drum kit. Sopunk, right?

... and storms off stage.

Gwen SLAMS through the double doors.Peace. Betty breaks the ice:

Gwen walks against the foot traffic in her paint-streaked world... though she doesn’t move through it so much asit mo ves around her. Reflecting less how things are and morehow she is...

She hurries into the subway...

4.4.

... but you can’t outrun a memory:

A simpler time. A better haircut. Gwen scrolls through photos that Peter Parker (16) took of her on his camera.

A picture of Spider-Woman...

As the Parkers and Stacys say grace...

A BULLY, NED, PUNCHES Peter in the face, BREAKING his glasses with an onomatopoeic “CRRAAK!” Gwen comes to his defense:

5.5.

Off his look, MATCH CUT TO --

Peter, working on what we’ll come to learn is LIZARD FORMULA.

DAYS LATER--

Gwen enters the PROM in THE GYM-A-TORIUM.

Her spider-sense goes off. LIZARD shows up and TRASHES the place, cornering NED.

Gwen (quickly changed into Spider-Woman) leaps into action, fights Lizard in an homage to a memorable moment fromAmazing Spid er-Man 1. Eventually she KICKS the reptilian through the wall behind the stage; the Lizard is CRUSHED by falling rubble...

... but he’s not dead: A HAND reaches out of the wreckage. A lizard hand... that then morphs into a HUMAN one...

Gwen runs up and THROWS the rubble off with super-human strength, as Lizard transforms back to Peter.

He tries to pull up her mask but she stops his hand.

6.6.

His hand drops.

... right as GEORGEARRIVES in his captain’s uniform to find Spider-Woman kneeling over a dead kid. From this angle, we see how he’d think she killed this guy... and how she’d know he’d think that.

... so by the time he raises his weapon, she’s GONE.

Gwen watches from the rafters, devastated. Her own father thinks she killed her best friend.

Gwen leaves the subway, her thoughts drifting to Miles...

LOCAL NEWS COVERAGEHOVERS around her.

George stands resolute before a crowd of reporters.

Gwen enters through the fire escape, trying not to --

7.7.

She hides in her room. Dad tries to keep the convo afloat:

Gwen gathers some clothes...

That stings.

8.8.

Gwen packs her clothes. Might not sleep here tonight...

Gwen flies across the room and wraps her father up in a hug. An over-hug, even, because...what if it’s the last one?

George melts. It’s all he’s ever wanted...

Of course.

The Vulture?...

Afraid so.

IN GWEN’S ROOM - CONTINUOUS

Gwen digs out a POLICE SCANNER from inside a cute STUFFED ANIMAL PENGUIN... orSpider-guin, if you will... oh you won’t?

She kicks open her BASS DRUM. Her SPIDER-WOMAN GEAR inside. THAT PICTURE of Miles catches her eye; if only he was here she’d have someone to talk to...

... but instead she pulls down her mask...

9.9.

...and turns off the scanner.Yep.

Gwen swings out into the city. Balletic. Free in flight. It’s just simpler up here...

... because down there?It’s a MESS:

Police everywhere. Choppers, the whole deal.

George bursts out of hissquad car; Officer YURI WATANABE immediately hands him a file with a picture of The Vulture -- or what he’s supposedto look like, anyway...

An explosion. Screams. A strange MEDIEVAL ITALIAN VOICE?

10.10.

THWIP! Captain Stacy is pulled back by WEBBING. Yuri too. Within seconds the whole crew is WEBBED to their cars; George is also MUFFLED:

Gwen drops down.

And with that she backflips into the

Where her acrobatics land in a SMOKY LOBBY:

A silhouette flies up behind her -- WHAM! Gwen tumbles...

She turns to the manic figure fla pping above her, finally gets a good look at --

Not Adrian Toomesbut ADRIANO TUMINO -- and he looks like a drawing from DaVinci’s notebook.

11.11.

He GLITCHES.

Gwen swings onto his back like a cowboy slowing a runaway mustang.

The damage Vulture is causing looks...glitchy...

Vutlure points to a huge Jeff Koons balloon animal sculpture.

Vulture’s wings slice off the metal head of the balloon dog. Hundreds of reg ular size balloon dog sculptures spill out.

12.12.

Vulture slings her into Koons’ chromed bust of Louis XIV...

Vulture’s had enough of her quips: his mechanical beak opens, revealing a FLAMETHROWER...

Gwen evades the flames, but not the... HARPOON? It pins her to the wall; she braces for the end --

-- until a HARDLIGHT laser-web lassos Adriano’s arm. What the- -?!

A HEXAGONAL PORTAL crowbars itself into the room.

A blinding LIGHTSHOW. A sub-woofing SOUND PACKAGE.

... and then a blue and red BLUR bodyslams Adriano across the room.

Gwen swings over for a closer look... atSPIDER-MAN 2099, aka MIGUEL O’HARA. He rises into view, cool and seemingly in control. Gwen notes his futuristic SPIDER-WATCH-- it flashes E-65...

GWEN MIGUEL (CONT’D)

The Caped Blue-sader? No. I’m-- Dark Garfield. No, stop-- Macho Libre!

13.13.

A MIGUEL COMICdrops. A cool stylized intro begins...

... and immediately ends.

Gwen looks behind him...

BAM! Vulture wrecking-balls Miguel from behind.That’s why.

As Gwen and Miguel engage Vulture...

George le ads some cops into the main atrium. He looks up at the three fighting.Typical super hero nonsense...

14.14.

MIGUEL GWEN

You shut up! Callate! None of your business! Nosy!

Vulture bulldozes another art installation. George is nearl y crushed by a big bronze lobster.

Gwen webs George to a wall, keeping him out of harm’s way.

The Vulture laughs maniacally as he releases hundreds of Da Vinci styled wooden drones...

15.15.

Miguel masterfully destroys the drones in one awesome swoop.

Miguel tears one of Vulture’s wings off; Adriano immediately REBUILDS it out of thin air as if he were drawing it in a Da Vinci codex...

[*an infinite extra-dimensional storage area for cartoon hammers and the like -Ed.]

LYLA -- Miguel’s A.I. HOLOGRAM assistant -- appears:

A NEW PORTAL emits a very rad and also pregnantJESS DREW, SPIDER-WOMAN of Earth-332.She THROTTLES Vulture, stripping his feathers off his back with the wheels of her badass MOTORCYCLE...

16.16.

... before landing with a 720°exclamation point.

Gwen looks at Jess’ belly.

JESS GWEN (CONT’D)

What? What?

Jess PEELS OUT.

Gwen swings and heels Vulture in the mandible.Damn.

17.17.

Miguel leaps onto Vulture, clawing his way in past the renaissance armor. He’s an ANIMAL.

Vulture SLINGSHOTS one of his homemade bombs through the ceiling, sending glass shattering down into the hall.

Vul ture activates sulfuric boosters, soars upwards. Miguel still on his back as he finally reaches open sky...

... and PAUSES, taken aback by the sheer beauty of this astoundingly colorful new world he is in:

Miguel bares his fangs, about to put this bird to sleep --

SHING! A BRIGHT LIGHT BLINDS THEM BOTH -- A POLICE HELICOPTER meddling with Miguel’s kill!

18.18.

Adriano launches a flock of medieval blades that SLASH into the helicopter, send it spinning down into the building...

Gwen takes stock of everyone in harm’s way. INCLUDING GEORGE.

She LISTENS as the rotor beats just like the beat of her dr umkit. She locks in on the rhythm... and leaps into action:

She spins a MASSIVE WEB from one side of the room to the other as she fliesthrough the helicopter bay door and rescues the pilots. She’s more than a pro -- she’s an artist.

Jess and Miguel follow her lead, using Gwen’s web to slow the plummeting helicopter. A solo act could never pull this off. But a trio? Thistrio? It’s like a symphony...

... that finally stops the choppermere inches from the floor. The crowd gawks in awe...

Gwen is proud to earn a nod from Jess... who then looks pointedly at Miguel.Told you she’s special. Miguel, no- selling it:

Miguel picks a tied-up Vulture up off the floor. As he cleans up GWEN finally collapses in th e rubble, exhausted...

... but her SPIDER-SENSE won’t let her rest --

Because GEORGE STACY has his GUN pointed right at her.

She tries to yank the weapon out of his hand -- but she’s OUT OF FLUID!

19.19.

Her voice shakes. His hand does not.

He FIRES a warning shot in the air.

She’s out of options.

A face off between his reality and hers.

... and so the only thing left to do is tell the truth:

Gwen takes off her mask.

20.20.

George takes a step back. Processing.

What’s he even supposed to say?Every version of this is going to be hard...

So he takes the easy way out:

No. Yes. He doesn’t know what to say.

How could my girl...

My sweet girl...

...

21.21.

He barely holds it together.

She pulls her arm out towards him. He instinctively lifts his weapon --

That’s enough. Hardlight webs grab the gun as

Miguel disarms George and traps him in a glowing CONTAINMENT FIELD (it won’t be the last time we see one). The harder George fights, the tighter it binds him...

[Metaphor Alert - Ed.]

Jess drops in and pulls Gwen towards her.

A challenge from Jess. Miguel will have none of it:

LYLA scans the room.

Miguel activates a PORTAL and throws Vulture into it.

Gwen barely hears them. Her eyes are locked on George.

Jess looks at Miguel.Into him.

22.22.

... and something -- is that a fatherly instinct? -- kicks in. Barely:

Miguel tosses Gwen a WATCH.

She takes it in -- a way to escape. To be understood.

One last look at George... as Miguel and Jess disappear... and then Gwen TURNS into the light...

And our opening creditsDROP.

TURN IT UP.

- A subway train rushes past.

- People waiting on the subway station.

- Folk s walking across the Brooklyn Bridge.

We don’t need a title card to tell us we’re in

BROOKLYN - EARTH-1610 (MILES’ DIMENSION)

Teachers and students fill the Visions Academy office. Filling out paperwork, waiting for appointments, etc.

Rio and Jeff sit beforeMS. WEBER, a COLLEGE COUNSELOR.

A STARE OF DOOM from Weber, who’s heard it all before.

A DING-DONG!

23.23.

-- announces the arrival of a total ding-dong: Johnathon Ohnn, aka THE SPOT,a goofy-looking villain-of-the-week covered in HOLES. He casually passes by LENNY, the shop owner-

Spot stops in front of the ATM.

He peels a spo t off his body(!) and places it onto the ATM, then pushes his hand through it to grab the cash inside.

Spot accidentally makes another hole over by the soda --dang it -- then one behind his head --hold on -- a big hole under the machine --uh oh -- which the ATM falls halfway into and gets STUCK.

Through a window, Lenny sees the bottom half of the ATM pop up in th e middle of the street.

As Spot tries to slam the rest of the ATM through the floor:

Lenny comes at Spot with a BAT!

Spot evades by portaling in and out of the different aisles like those Whac-A-Mole* games at arcades.

24.24.

[*code name alert -Ed.]

A familiar gloved HANDenters frame to snag a BEEF PATTY from the deli case and place it in the microwave.

The microwave BEEPS.A web THWIPS open the microwave.

Lenny swings the bat through a hole and into his own face.

MILES MORALES drops into frame upside-down. A classic entrance for SPIDER-MAN.

Spot stumbles backwards into one of his own holes and gets portaled into the snack aisle.

25.25.

Spot hops to his feat, excited.

Miles LAUGHS.

A loaf of bread slides out of a hole in Spot’s stomach. Miles laughs HARDER.

VVVVP!

Miles gets a TEXT from DAD:“Where are you?!”

26.26.

Miles tries to web Spot; Spot reflexively holes the webs right back at Miles’ face. Miles is trapped in a FACE-PALM.

Lenny asses this from behind the counter:

As Miles runs out in pursuit of Spot...

A TITLE SLAPS on thescreen.

“MILES MORALES”

We are now in a HAND DRAWN notebook. Everything is illustrated by an untrained, if talented, TEENAGER...

Miles is drawn heroically on top of the Brooklyn Bridge.

BACK TO REALITY:

Miles falls out of a Spot-hole straight into a hot dog cart.

Miles webs a flying CAB before it crashes into a newsstand.

MILES’ NOTEBOOK:

27.27.

Miles fights various villains with ease!

BUT NOT RIGHT NOW:

Miles punches Spot but his arm goes through Spot’s face-hole and Miles cracks himself in the nose.

NOTEBOOK:

- Miles draws a new SUIT in time-lapse...

The drawing of Miles approves.

- Aunt May chi lls in front of a SOLD sign, leaving Miles to carry a mountain of boxes into a MOVING VAN.

- Miles at the Jeopardy podium.

- Ad for baby powder with Miles in his Spidey-suit.“With Great Powder™ Comes Great Responsibility.”

- A NEWS SEGMENT tells the public that baby powder is bad.

- A MUSTACHE pokes through Miles’ mask. Bystanders agog.

- Miles is back on the news:

28.28.

- Miles grapples with a GIANT ROBOT.

Miles’ hands ABSORB electricity from the robot... which falls backwards into an ELECTRICAL PLANT... causing a BLACKOUT.

- Miles and his family watching TV together.

Jeff and Rio HUG Miles...

JEFF / RIO We love you and accept you even though you have been lying to us for a year!

... but that’s just a fanta sy, of course:

- Miles rests atop a CLOCK TOWER, looking out at the city.

29.29.

- Miles sketches Gwen in his notebook. A lot. Multiple pages of Gwen drawings. Too many.

- Next to the Great Expectations mural, Miles spray paints a portrait of his spider friends from the first film.

- Flashes of Uncle Aaron / the Prowler from the first film. Including Aaron’s last words to Miles before he dies:

“Just keep going.”

VVVP! DAD: “Where are you?!?”

BACK TO REALITY:

Miles and Spot fight on top of a bus. Miles is distracted by his father’s texts.

DAD: “We’re waiting!”

DAD: “THIS IS IMPORKAGE.”

DAD: “*IMPFORFKANT.”

30.30.

DAD: “*IMPORTANT!”

Miles texts back --

COUNSELOR'S OFFICE

Weber is... unmoved.

IN THE STREETS

Miles THROWS Spot onto the pavement.

Spot opens a hole under Miles, who falls throughMID-TEXT...

IN THE COUNSELOR'S OFFICE

Miles and Spot tumble past the window behind Jeff. No one notices.

31.31.

OUTSIDE

Spot, Miles, and somehow A GOOSE land on top of a car about to go through an automated carwash.

Another portal dumps them right into

FOAM PARTY - A HIPSTER COFFEE SHOP

Spot and Miles land hard, sending suds and water everywhere.

They try to fight but just slip and slidepathetically. The goose HONKS like an ace record-scratcher scratching.

Two kids wear different Spider-Man masks. The kid with a Miles mask takes it off.

Miles sling-kicks Spot through a hole and onto a

Where Spot th rows a flurry of hole-punches...

... but Miles finally has the hang of this: he redirects Spot’s FIST back through the hole where it connects with Spot’s own temple--THWAK!

32.32.

Miles shows off his skills by turning Spot into a human (?) pretzel. Miles has grown into a fully fledged Spider-Man.

He pats Spot on the head dismissively and swings away.

Miles swings through an open window and races through his

DORM ROOM

as he quick-changes into his school uniform.

His roommat eGANKEplays video games in bed.

33.33.

Um. Maybe?

Miles THWIPS his shoes right off Ganke’s feet.

IN THE HALL

The coast is clear for Miles until

The BELL RINGS. Students flood the hallway.

Miles leaps to the ceiling and,in visible,crawls OVER them.

IN THE COUNSELOR’S OFFICE

Weber holds up the sheet.

ON MILES, wincing just outside the door. He GIRDS himself...

... and bursts in, ALL SMILES...

34.34.

JEFF / RIO Miles!

JEFF (CONT’D) RIO

On time means five minutes On time means five minutes early -- early --

Miles plops into a seat. Rio’s LOOK straighte ns his posture.

35.35.

RIO (CONT’D) JEFF

Miles. Mira. Esto es Are you trying to kill your imposible. ¿Verdad? mother?! Ok, it’s okay, it’s

okay.

36.36.

37.37.

Rio glares at Jeff. Not gonna finishthat sentence.

Rio and Jeff trade looks. Thisis a lot to swallow.

Weber SLAMS her hand on the desk.

38.38.

This all appears to give Miles a migraine. But we know it’s actually ...

HIS SPIDER-SENSE.

Miles squints out the window. Spot is free.

Miles jerks out of his seat...

... and then he’s GONE. Rio, chafed:

Before Jeff can respond, his radi o crackles to life:

39.39.

And then he’s gone too, the door slamming behind him.

Off Rio’s look --

We find Miles changing BACK into his Spider-Man costume -- exactly the way he came in.

Ganke is still on the bed playing video games.

Visible out the window: Spot portals around with the ATM.

40.40.

Miles swings out of his dorm room and is immediately T-BONED by Spot.

WITH RIO

Walking through Visions’ elevated walkway, oblivious that out the window Spider-Man and Spot are tussling in mid-air.

WITH JEFF

as he RUNS out of the school --

The ATM CRASHES through the roof of Jeff’s police car. Miles and Spot APPEAR inside:

Miles and Spot portal away, knocking over a SCULPTURE and generally wrecking Visions. As Jeff gives chase:

41.41.

Jeff is nearly run over by a giant bouncing bronze MOLECULE:

As Miles and Spot engage in a weird slap fight:

Miles and Jeff are sucked through a spot hole and

INTO A WATER TOWER

Another hole FLUSHES them out into...

... the upper edge of a familiar construction site:ALCHEMAX. The site of the COLLIDER from the first film -- aka the source of this inter-dimensional mess. As Spot clocks a SIGN:

42.42.

Miles and Jeff, in the meantime, try to catch their breath from that wild ride --

Miles looks up. Spot is running STRAIGHT FOR THEM.

Miles shoves Jeff to safetyjust as Spot tackles Miles into a S POT HOLE that launches them deep into the construction pit.

Jeff, left behind, readies himself to jump into the scary SPOT HOLE...

... then opts for the stairs instead.

IN THE PIT: Spot and Miles tumble past the wreckage of the collider...

ON JEFF, climbing down a ladder, getting a phone call --

43.43.

WHAM! Miles and Spot come portaling right through the ladder, sending Jeff falling to certain death. Miles, acting quickly, THWIPS Jeff to safety on some nearby scaffolding...

... while Spot and Miles land at the foot of the collider site.

Spot throws portals at Miles; Miles dodges with ease...

FLASHBACK into Spot’s m emories --

- The collider opens a portal to another dimension.A SPIDER in a terrarium is sucked up into a portal and lands in a chamber in the collider’s BEAM.

- DR. JOHNATHON OHNN labels this spider42 as Liv (Doc Ock) watches over his shoulder:

LIV

44.44.

- Spider 42 escapes the lab and ends up biting Miles in the subway station.

ON MILES taking this in.

FLASHBACK:

- Miles and Peter B Parkerrun through the Alchemax cafeteria. Remember, from the last movie?

- Miles nails Ohnn in the head with a bagel.

BACK TO REALITY:

Jeff, finally catching up to the other two, slides down to the bottom of the site and joins Miles...

... just as Spot’s rage BOILS OVER... LITERALLY:DARK MATTER SEEPS OUT OF HIS BODY, A FREAKY DISPLAY:

45.45.

FLASHBACK :

- Miles BLASTS Kingpin into the collider, EXPLODING it.

- Ohnn, carrying a DARK MATTER canister, gets BOMBARDED by the collider’s energy.

- Ohnn, now a steaming, quantum mess, watches in horror as the first spots form on hisbody --

- Ohnn, his horrific transformation into Spot complete, looks up at Miles after the collider blast:

- Parents, scientists, passersby point and laugh at Spot.

BACK TO REALITY:

Spot runs at Miles. He’s crackling with energy , a much more imposing figure than he was only moments ago. Will he finally land a blow?

NOPE: Spot literallyKICKS HIS OWN ASS into a portal.

The portal closes up. He’s GONE.

46.46.

Jeff walks away.

Miles follows Jeff out of the construction pit.

Overhead, a police car dangles from a sky-bound portal.

Jeff walks off, upset. Miles doesn’t know what to say.

47.47.

The police car finally drops from the portal and into the ground, sending a port-a-potty flying.

Jeff punts a traffic cone in frustration.

Miles gingerly approaches. They both stare out at the overlook of the construction site as if it were an ocean.

48.48.

Damn.

They look out across the site, tarps shimmering like waves.

Miles stretches out his arms awkwardly.

49.49.

Miles ‘casually’ leans on the railing. Trying to save this.

SPOT’S FACE

Such as it is. He finds himself floating in

LIMINAL SPACE

An infinite BLANK PAGE. HOLES swirling everywhere.

These holes are different than the ones we’ve seen. As if an entire galaxy were roiling within each one.

He floats toward a hole. Drawn to it.

He does...

50.50.

A street scene right out of a 1963 Steve Ditko Spider-Man comic. Ben-Day dots. 60’s outfits. A kind of winking naiveté.

A POLKA DOTTED WOMAN sees Spot’s head emerge from a hole --

-- and whacks him in the dome with her PURSE.

Spot retreats back to

LIMINAL SPACE

Spot’s big head emerges from a LEGO Daily Bugle building. A taxicab crashes. Minifigs SCREAM. Spot CHUCKLES.So cute.

A LIVE-ACTION bodega with a familiar face behind the counter. If you saw VENOM you know her as the unflappableMRS. CHEN...

51.51.

You have no idea, pal.

Before she can answer Spot is suddenly sucked back through the liminal zone and spit out onto the floor of the

Right where he fought Miles. A construc tion crew is cleaning up the mess they both made.

He GRUNTS and he tries to summon a portal. No luck. He realizes the adventure has left him without any mor e holes...

BRIAN DE PALMA ZOOM IN ON:

LEGO PETER PARKER,in the Daily Bugle’s WINDOW, looking down at all the damage Spot’s incursion has let behind:

52.52.

Peter hurries past a hopping madLEGO J. JONAH JAMESON...

J JONAH LEGO PETER (CONT’D)

Shut up. I’m sorry.

Get out of here! Uh huh. You got it!

Alright, run a picture of rancid chicken -- I’m on it!

... into a BATHROOM...

... where he changes into LEGO S PIDER-MAN!

Which activates a futuristic WATCH?

A hologram of Miguel pops up.

A BBQ party is in full swing. Dozens crowd the roof -- Rio's EXTENDED FAMILY, Jeff’s COP BUDDIES, the whole neighborhood. A b anner readsCONGRATS CAPTAIN MORALES.

Rio weaves through the crowd, craning her neck.

53.53.

D.J. BENNY BIÉN Nope.

Rio’s sister MARIA forces a microphone into Rio’s hands.

Maria clangs her wine glass with a spoon.

Too late. All eyes on Rio.

Miles, dressed as Spider-Man, dictates toLUPE...

54.54.

Indeed: her cake runneth over with tiny frosted words...

Rio stalls.

Jeff pe els the mic out of her hands.

Miles backs out of the shop balancing TWO CAKES.

He tries to thwip home but his hands are full. Gotta take the

55.55.

Miles (as Spider-Man) rides the subway with both cakes. :/

OH COME ON -- there’s a supervillain blocking the damn track.

Miles ZAPS The Armadillo and kicks him back to Queens.

BACK ON THE ROOF

Jeff charms. Self-effacing, warm, at home.

ON MILES

Now getting into a TAXI.

SPIDER-SENSE - FFS- as a thief runs out of a nearby shop with a pile of sneaker boxes.

Miles leaves the cakes on th e cab, webs up the robber, and is in the middle of writing the note when --

-- the cab drives off with the dang cakes.NONO NO NO NO!

56.56.

He raises a toast to a large MURAL of his brother Aaron.

He looks for Miles.He’s... not here.

As Benny drops a needle to save the vibes...

ON MILES

Spider-manning up aSTAIRWELL, changing clothes, juggling cakes, barely getting his mask off before he bursts out into

THE PARTY

Where he slithers through the packed rooftop, evading Rio and Jeff and all the cousins whose names he can’t remember...

57.57.

Rio and Jeff are right behind him...how’d they get there?

He opens the boxes to reveal t wo mushed up cakes. The only intelligible words remaining say “I’m not”and “proud.”

58.58.

Maria comes up, wraps the whole family in a group hug.

Mari a pinches Miles’ cheeks like a baby.

Maria sees a bit of spider-suit peeking out from his sleeve --

Miles peels away from Maria, makes his getaway --

-- right back into his mom and dad.Did they teleport?

59.59.

Well that certainly wasn’t worth it.

JEFF RIO

Nope. Never.

60.60.

Too far. Way too far.

61.61.

Benny turns up the music to cover the raised voices, which in turn have to yell even louder over the music:

... just as the song ends. The rooftop is dead silent.

Miles considers coming clean, telling his parents the truth... but they don’t seem in any mood to hear it. So finally, defeated...

... he walks off. Jeff, in response:

Off her look we throw to

Miles slams the door and SINKS to his ankles.

He flops onto his bed. His NOTEBOOK falls open on the floor.

A drawing of GWEN. Miles picks it up, almost smiles...

... but she’s not even here.He’s alone. And so he throws on his HEADPHONES, tries to get lost in a SONG. He CLOSES HIS EYES...

... which is why he does not see the contents of his room beginning to float and spin around him.

62.62.

Is this a music video? Or is it the INTERDIMENSIONAL PORTAL materializing right in front of him?

Miles...you gotta minute?

An echo, more of a dream than a voice. Still, Miles opens his eyes --

GWEN. Right there in the middle of his ceiling.

Miles can barely process this before she DROPS onto his bed --

-- and shrink-wraps him in a HUG.

Miles desperately hides toys, stuffed animals, pencil toppers-

Gwen finds a BOXED ANIME ACTION FIGURE on his shelf.

63.63.

Gwen RIIIPPPPS! open the packaging.

Miles MUFFLES a SCREAM.

No it’s not, but no time to mope becauseOH NO:

YUP. She’s got the SKETCHBOOK.

They’re... all sketches of GWEN.

She tosses the journal at him with a smile.

Oh how he would. But --

She backflips out his open window.

Miles rushes over to find her effortlessly standing horizontally on the building.

64.64.

She’s got his number. He can’t help but smile.

MOMENTS LATER

A RAP on MILES’ DOOR.

Rio and Jeff open the door to find the room EMPTY. Just an open window and... A GIRL’S SWEATER?!

Miles barely keeps up with Gwen, SWINGING freely.

Gwen dives between two trucks. Miles follows, narrowly avoiding a THIRD TRUCK -- GAHHH!!!

65.65.

Gwen DINGS a water tower. Miles DONGS it. They’re playing a super-powered game of H.O.R.S.E.

She swings between two buildings and flips around an antenna. This time Miles mimics the combo flawlessly.

They grab hotdogs from a street vendor, webbing cash to him as they swing by.

66.66.

-- a purse thief down below:

As they easily foil the crime...

... and web the thief to a lamppost...

WHAT?!

But she flies off. So light and happy it seemsevasive... like she’s using her new friends to avoid her old life?

They’re standing casuall y on the side of a moving subway. A kid inside the train won’t stop licking the window.

67.67.

But she’s already gone.

WE FIND GWEN a block or two away, beneath the tracks, deploying a futuristic BUG with her WATCH. It crawls up and sticks itself to a pillar, ready for work.

Gwen leaves it, catches up with Miles:

But as she leads hi m away, we linger on that BUG -- it’s a SPIDER-CAM focusing its gaze on a MAN below; he’s dragging a TON of supplies into a crummy apartment...

We know this man. IT’SSPOT.

Gwen and Miles walk along the top of a clock tower -- the tallest building in Brooklyn -- as if they were on the beach.

68.68.

Gwen checks her watch- she’s monitoring the SPY CAM FOOTAGE of Spot fussing around in his apartment...

We follow as she strolls around and perches on the underside of a ledge. We’reas UPSIDE DOWN as she feels.

Miles approaches...

Gwen laughs softly. He’s gother number, too.

He moves closer.

They both feel it. Something between attraction andkinship.

Gwen wants to say something but isn’t sure she should.

69.69.

He nailed it. It’s more than attraction.

There’s an inevitability to them. They can feel it.

Miles’ hand inches closer.

She sees it. She sees all of it.

His hand stops.

She brightens.

Around him, it all seems possible.

She leans against his shoulder.

70.70.

So much warmth between them.

They linger here. New York winking at them from above.

Who would ever want this to end?

Miles and Gwen hang out under a water tower away from the party. In civilian clothes now, they snuck up here to eat their feelings.

DOWN AT THE PARTY

Jeff and Rio watch their son talk to this strange girl with an alternative haircut:

Rio winces. He’s trying, at least.

BACK ON GWEN AND MILES

Miles examines Gwen’s watch with envy.

71.71.

You know that sucky feeling when you’re not invited to that really cool thing?

Miles idly pushes a button on the watch; it starts to HUM --

She webs the watch right out of his hands. Harsh.

CLONK CLONK CLONK CLONK CLONK up the water tower comes

72.72.

Oh god.

She hands Gwen back The Sweater.

Jeff struggles up over the little ladder.

She mocks a salute. Doesn’t go over well.

Gwen throws her hand on Miles’ back.

73.73.

Gwen takes her handoff Miles’ back.

BEEP BEEP BEEP!-- Gwen covers the LOUD ALARM on her watch.

Gwen holds out her hand for a brutally formal handshake.

She disappears down a fi re escape, leaving Miles behind.

Again.

Rio shoots Jeff a look --give me a minute with him. Jeff takes the hint, excuses himself as Miles, forlorn, gazes out at the city...

Busted. She’s lingered here to console her son.

Jesus.

74.74.

He tugs at the cuff of his spider-suit. Should he tell her?

Rio knows there’s so much he isn’t saying. She closes her eyes, takes a deep breath, then --

Huh?

Rio grab s his jacket.

She straightens out his clothes.

He looks at her. Her strong eyes filled with worry.

75.75.

He kisses her cheek. This casual goodbye -- literally ‘may I have your blessing?’ -- has a little more meaning tonight.

As he starts to go --

He LAUGHS.

76.76.

Rio watches her only child disappear into the city.Knowing he’s not really a child anymore.

Miles hurries down the fire escape, changing as he goes.

Gwen swings to the side of the elevated track where she left her Spider -Cam. Across the street, Spot’s apartment building is now full of massive Swiss cheese holes. Police swarm.

Gwen shoots a web at the gear shift of empty squad car below. Cops chase after it as it ROLLS BACKWARDS.

Miles arrives seconds later, just in time to watch Gwen use the distraction to swing into

SPOT’S APARTMENT

Where Miles follows, invisible, as Gwen assesses the damage:

Tiny DRONES launch from her watch to scan the area. Bad news.

Miles lingers on a hive of TERRARIUMS (terraria?) containing SPIDERS. One is empty; it’s labeled “Earth-42”“Deceased :(”...

The spider that bit Miles.

77.77.

The drones project a HOLOGRAM OF SPOT entering, arms full of hardware. This is what Gwen’s camera recorded while she was on the clocktower with Miles.

Gwen hits FAST FORWARD: Hologram Spot connects pipes, hooks up wires, types code...

He fires up a MICRO-COLLIDER. A miniature version of the big collider that started it all.

A roiling beam of --what’s the opposite of light? -- ERUPTS:

GWEN / MILES Shoot.

78.78.

Spot lowers his finger into the beam...

ITS ENERGY TEARS VIOLENTLY THROUGH HIS BODY. Spots swirl as the black beam overtakes him and sucks him into a tiny dot --

GWEN / MILES (CONT’D) Shoot --

KABOOM! The resulting implosion is concussive, devastating. If that wasn’t a hologram, they’d have beeneviscerated.

A HOLOGRAM of JESS appears.

Fuck.

Gwen turns off the Jess hologram. BOOP.

Jess OVERRIDES her. BOOP.

LYLA appears and pulls up a holographic MULTIVERSE MAP.

79.79.

Miles processes all this from the shadows:who are all these people? What is Gwen even doing here?

Gwen holds up her hands three feet apart... t hen slowly adjusts to more like threeinches --

ON MILES -- Never?!

80.80.

That’s the last thing Gwen wants.

Lyla highlights one point on the map --

Not get fired. For starters...

81.81.

That came out a bit harsher than she wanted. She feels bad.

Goddammit.

Jess bl ips out as a portal opens for Gwen.

Miles moves toward her, invisible, upside down in every way.

Gwen turns back for one last look... rightthrough him... out at the distant rooftop where she thinks he is.

They are inches -- and yet worlds -- apart...

Should I say something? I should probably say something...

He makes himself visible and --

She’s gone.

Forever .

Miles looks out at Brooklyn. The only home he’s ever known.

He feels the portal closing behind him.

If only he could go with her.

82.82.

Maybe he should...

Miles turns.

3... 2...

Fuck it. He LEAPSinto the

We TUMBLE with Miles through the webbing of the multiverse. Something’s different when Miles does this -- it’s more... disruptive...

Miles GLITCHES as he PING PONGS through a maelstrom of colorful buildings, snapping dozens of BOOTLEG POWER LINES. He’s just trying to get his bearings when --

He barrels through an Indian WEDDING?

Welcome to

MUMBATTAN

Multi-level freeways. Giant billboards. This city, built into a giant CREVASSE, isn’t tall...it’s deep. So, so deep...

... and yet Miles still manages to collect himself as he falls, eventually spotting Gwen in the distance. She’s swinging after:

Spot is now using his holes for propulsion --almost flying. He’s leveled up significantly since we last saw him.

83.83.

Spots pops in front of a FAMILY OF FOUR on a scooter --

-- then behind two diners at a RESTAURANT:

And NOW he’s in between another couple on a BALCONY...

Gwen just webbed Spot to the wall.

Gwen is about to punch Spot out cold when --

Gwen turns to see --

WHAM! -- giving Spot the opening he needs to portal-kick her--

-- INTO A BALCONY. She hits the back of her head, DROPS into the gaping city...

84.84.

Miles DIVES after Gwen...

... and nabs herinches before she’s pavement pizza. But she’s not as happy as he would have hoped:

Miles GLITCHES and they both drop to certain doom --

-- until SOME ONE ELSEthwipspast and swoops them up.

Meet PAVITR PRABHAKAR,a.k.a. SPIDER-MAN INDIA.

Pavitr uses his unique yo-yo BRACELET to CLOCK Spot in the face before landing with a flourish on top of a spire.

MILES GWEN

Uh, no... I’m not-- Wow, Pav, that’s... totally

wrong.

85.85.

A SPIDER-MAN INDIA COMIClands on the growing pile.

We’re in PAV’S BEDROOM.

He pops out of bed, shirtless and cuuute.

He WHIPS his glorious hair. Miles POPS into frame --

Pav breezes throughHIS DAY...

... but time stands still as he sips tea with his AUNTIE MAYA. Miles POPS IN again --

86.86.

Pav record-scratch HALTS the story:

Now that that’s cleared up...

Pav has his arm around a CUTE GIRL on theRAILING OVERLOOKING THE CANYON (a lot like Marine Drive in Bombay).

Pav’s SPIDER-SENSE wails asINSPECTOR SINGH approaches. Pav’s arm drops off Gayatri and now they’re both holding TEXTBOOKS.

PAVITR SWINGS ALONGand grabs a papadam from a street vendor.

A spot portal nearly beheads Pav, bringi ng us

BACK TO THE FIGHT --the three Spider-folk try to web Spot, but he shoos away their webs with ease. He is smug, much more in control of himself, spinning a portal on his finger.

87.87.

GWEN PAVITR

Hi. Hey.

Miles attempts a kick but his foot lands in a hole in Spot’s torso.

Spot throttles Miles backwards into a wall.

Pav rushes Spot, but misses and flies into Gwen. Miles gives chase, following Spot as he skip-portals through aBUSY MARKETPLACE...

88.88.

Whoops! Miles falls into a hole that blasts him through a billboard. As he collects himself:

Miles catches up as Gwen and Pav swing after Spot.

CRAP: Spot has already opened a hole and entered the ALCHEMAX BUILDING, which hangs out cantilevered over a cliff.

As they follow Spot through the building --

89.89.

Spot makes makes a hole and disappears beyond the glass into the hub of a busyCONTROL ROOM. Once inside, he activates an ELECTRIFIED FORCE SHIELD blocking anyone else from entering.

And now Miles realizes why Spot has been searching for an Alchemax:

It’s got a COLLIDER ROOMjust like the one in Miles’ dimension, the one whose explosion made Dr. Ohnn into Spot...

Miles SMASHES against the shield. He has to get through.

Spot makes his way to the main CONTROL PANEL.

Spot pushes buttons and turns dials. The collider begins to WHIRR... the hadronic coils spinning faster and faster...

Gwen turns JESS off.

90.90.

Miles holds a finger up to the force shield. It crackles.

An idea.

Miles presses all his FINGERS to the shield, slowly pulling its energy into his body. Slowwwwly... so... ssslowwwwwwly...

Almooooossssst ttthhhheeeeerrrrrrreeeeee--

VRUMMMMMMMMMMM!!!!!-- What’s that sound?

A RAGING POWER CHORD SHATTERS THE SHIELD...

91.91.

... and simultaneously announces the awesome arrival of

The Madman from Camden...

The SPIDER-PUNK with a penchant for Funk...

Put your hands together for

HOBIE BROWN!

Strong, long, and skinny-hot, covered in torn plaids and denims, a spiked mohawk coming out of his spider-mask, a throbbing electric guitar slung across his back.

Yeah, this guy rules.

(And, thus, as far as Miles is concerned,

This guy sucks)

They do a cool handshake.

Spot attacks. The sp iders spring into action --

92.92.

A HOBIE COMIC/ZINEslams on screen!

Hobie pulls off his mask, his face SCRATCHED OUT.

Hobie rages across his photocopied-collage-punk poster- Eleanor Rigby looking-East London-cum-Downtown NEW YORK:

93.93.

BACK TO THE FIGHT

Everyone against Spot, four against one. A more or less even fight, thanks to Spot’s increased power-set...

Hobie slingsh ots Gwen from his guitar and she flies at Spot... but gets holed straight into Pavitr.

Spot wills Miles into his grasp as he sends Hobie, Pavitr and Gwen flying out of the room.

94.94.

The collider’s turbines spin faster and faster...

BLINDING LIGHT as the collider’s beam explodes into the room. DARK MATTER dots swirl in the middle, history repeating...

... and Spot floating towards it, beatific, unt il --

YOINK! Miles has thwippeda web, holding Spot back. Hobie, Pav, and Gwen all help Miles pull Spot in a tug-of-war...

SNIP! -- Spot uses a hole to sever the webbing, then VANISHES INTO THE B EAM.

A long, quiet beat.

KRAKOOOMMMM!!!!!!!

THE ROOM IS LEVELED IN A BRILLIANT EXPLOSION OF DARK ENERGY. Everyone hits the floor as BLACK KIRBY DOTS flow from Spot’s blazing silhouette...

... and throw MILES into an intense

95.95.

SPIDER-SENSE VISION:

A massive battlefield. Falling rubble. Spot, more powerful than ever, cackles with delight as he devastates Brooklyn.

Miles’ dad JEFF runs to save a child in a RED SHIRT.

Miles watches it all in abject horror... unable to move...

BACK TO REALITY

The blast is over.

Spot seeps in roiling dark energy like a human black hole.

Miles is deeply shaken by the frightening display, and Spot knows it, taunts him:

Spot then opens his arms and DISAPPEARS INTO HIMSELF. Gone.

The building trembles. But Miles’ attention is a world away--

Miles is still REELING. Unable to focus as --

96.96.

Gwen pulls him the hell out of there.

As the group ESCAPES through a blizzard of concrete and steel they hear a chilling metallic GROAN. A CLEAVING...

Miles turns as --

HALF THE CANTILEVERED BUILDING PITCHES FORWARD.

It’s headed right down the cliffside, half the city in its path...

And just like that Miles has clarity.

He stop following. He’s going to LEAD.

Hobie throws Gwen a line of his webbing. They do their best to slow the huge, teetering half of the Alchemax building...

... while Miles and Pavitr swoop down in a relentless, heart- stopping display of life-saving teamwork, rescuing as many citizens as possible from the sedan-sized chunks of concrete.

But Gwen and Hobie’s webs can’ t hold the building forever -- SNAP! -- it plummets toward the busy BRIDGE below, a kajillion-pound cannonball of certain death. All four Spider- People instinctively dive down together, a desperate attempt to save as many people as they can...

A BOULDER takes a big bite out of the bridge, pulling a BUS halfway over the edge. And inside the bus Pav sees...

His girlfriend is terrifie d as the bus TIPS over and FALLS. PAV thwips a webline onto the heavy vehicle, holding it in mid-air, all of his strength keeping the line tight...

Gwen, in the meantime, gets an ALERT on her watch. Hologram Lyla appears:

97.97.

NEARBY, Hobie and POLICE INSPECTOR SINGH direct people to safety...

Half a block away -- a little girl in a RED SHIRT.

Pavitr, still straining to keep the bus from d ropping, sees Singh running into the falling rubble.

Pavitr, stuck, can only watch as Singh risks certain death and grabs the child.

Miles clocks Singh, about to get crushed by the impending building. Just like the vision of JEFF he had...

She GRABS Miles before he can jump down.

98.98.

Miles swoops down, mere feet ahead of the falling building, and HURLS INSPECTOR SINGH AND THE KID TO SAFETY...

... but not before he himself is BURIEDIN A PILE OF SMOLDERING RUBBLE. Gwen desperately scrambles into the pile...

She peels back chunk after chunk of merciless concrete. Trying to will away the unthinkable...

Until Miles crawls out from beneath the destruction.

Inspector Singh and the kid are safe, Miles is safe...

... and Gayatri is safe as, together, Hobie and Pavitr pull the bus to safety. Gayatri steps out; Pav rushes up to her with a tight hug --

But she’s already looking for --

She sees her father, swallows him in a hug.

99.99.

Gwen looks down at her watch, still flashing red:“Canon Event Disrupted.”Whatever that means, it isn’t good.

Singh offers Pav a firm HANDSHAKE.

Pav nods to Miles.Thank you.

Hobie throws his arms around Miles like an old chum.

The people of Mumbattan surround them withCHEERS.

This feeling. This is why they do the job.

What’s wrong?

Miles follows her eyes to discover DARK MATTER creeping up the sides of the canyon like ivy. What remains of Alchemax GLITCHES and slips into a growing black hole in the ground.

100.100.

ABOVE THEM

An INTER-DIMENSIONAL PORTAL announces the arrival of JESS DREW and a whole-ass Spider-S.W.A.T. team.

Miles knows you miss all the shots you don’t take so:

Jess continues past Miles. This is serious.

For the first time in his young career as Spider-Man, Pavitr seems shaken and truly worried:

No one wants to answer that honestly. Instead, Jess’ team gets to work mitigating the damage, setting up a LASER PERIMETER around the gaping hole. Gwen approaches gingerly...

Miles bounds ahead as Hobie SIGHS and a SMASH TO

101.101.

MILES, GWEN, JESS and HOBIE drop from a portal into a void. Or -- an elevator? OK yes, an elevator. Moving down.

Maybe up?

Hobie peels off his mask. He’s - natch, mate -insanelyhot.

WHOOUMM! We are UPSIDE-DOWN in a glass elevator, shooting up a futuristic skyline straight out of Syd Me ad’s sketchbook.

This is NUEVA YORK of EARTH-928.The bilingual hometown of Miguel O’Hara.

Doors open to a brutalist foyer packed with SPIDER-PEOPLE. All study screens with footage of Spot’s recent incursions.

MALALA WINDSOR, SPIDER-U.K. of Earth-835,runs this floor:

Every Spider in the hallway chimes in with their own quip.

102.102.

PULL BACK TO REVEAL SO MANY SPIDER-PEOPLE IT WILL MAKE YOUR FUCKING HEAD SPIN... a full-on INTER-DIMENSIONAL SPIDER-BASE.

Hobie pulls her aside.

Miles GLITCHES behind them.

Jess tosses Miles a FANCY BRACELET.

103.103.

Miles GLITCHES again. The wristband activates and the glitching STOPS.

A BEEFY SQUAD of Spider-People run past.

Does Gwen knoweverybody?

PETER PARKEDCARof Earth-539e1 rolls up. He’s a... buggy.

Peter HONKS in agreement.TARANTULA, SPIDERCIDE, LAST STAND, and LEGO Peter jump in the car and drive off.

104.104.

A HORSE in a spidey mask clomps up. This isWIDOW, and her rider is PAT O’HARA, WEB-SLINGERof EARTH-31913.

They web up out of frame. As our crew moves on past several dozen CONTAINMENT FIELDS, each restraining a WEIRD VARIATIONS OF A CLASSI C VILLAIN:

Miles wants to stop and gawk but Gwen seems suspiciously eager to move on:

105.105.

Miles stares agog at a LIVE-ACTIONDONALD GLOVERPROWLER.

GWEN HOBIE

Oh, not that many. Couple dozen?

106.106.

Miles bumps into MARGO KESS, SPIDER-BYTEof Earth-22191. She’s a virtual Spider-Woman around Miles’ age.

They SPIDER-RESONATE with one another. There’s a vibe...

But Miles has already FOLLOWED Margo over to --

THE GO HOME MACHINE ROOM

Where Margo quicklyblips to a far corner of the room.

She shows him her HOME DIMENSION-- where we hear her parents arguing through a wall.

Margo operates a console as A SCARY ALABASTER SEMI-MECHANICAL SPIDER namesANYR descends from the ceiling.

107.107.

Anyr weaves a light-web around an anomaly,RHINO of Earth-67.

Rhino writhes in pain as he DISAPPEARS.

Gwen thwips Miles away from her. Jealous?

Margo watches him go. Something about this kid...

A LIVE SECURITY FEEDof Miles and crew--

Someone’s watchingthem.

We’re in

108.108.

MIGUEL’S LAB

And MIGUEL is watching them on HOLOGRAPHIC SCREENS.

He’s a man alone, his expression hidden in shadow.

Miguel gives himself a pneumatic INJECTION.

Miles, Gwen, and Hobie follow Jess down aBACK HALLWAYfull of impressive engineering works in progress.

Hobie pulls a blinking panel from the wall.

[*cockney rhyming slang for “clue” --Ed.]

Hobie slyly pockets the panel.

109.109.

Hobie palms a transistor. Quite the klepto (and hypocrite).

ON MIGUEL

watching analternate version of himself on a monitor. Happily playing with hisDAUGHTER in some other dimension.

Miguel shuts the screen off.

HOBIE

pulls Miles aside before they cross the threshold of the lab.

Good question.

He steals another piece of tech. Some kind of method here.

110.110.

Gwen, Hobie, and Miles continue into the center of the lab.

Miguel’s at an elevated workstation. It lowers. VERY SLOWLY.

IT’S STILL L OWERING. Hobie throws up his hands and walks off.

Miguel laser-webs the empanada out of Miles’ hands...

... and drops it in the trash.

MILES MIGUEL (CONT’D)

Listen, I--I’m really excited to get going and-- Oh great.

I have some fresh new ideas on how to catch The Spot. Oh wow.

He just wants to be taken seriousl y, y’know? Like as we Uh huh uh huh. all do--

Miguel LAUNCHES the clattering trashcan at Miles; Hobie casually YOINKS the empanada.

111.111.

HOBIE offers Miguel a flowery bow.

VOICE (O.S.) Miguel! Go easy on the kid...

It’s our ol’ palPETER B. PARKER. Eating a burger, of course.

112.112.

Miles rushes over and hugs Peter. So happy to see him.

Peter is wearing a BABY BJORN.

SQUEE! MAYDAY PARKER(eight months going on 4 years) swings past and up into the rafters.

113.113.

Peter chases after his daughter with a familiar bracelet --

Peter tries to get a hold of her. She’s not making it easy.

Peter catches up to Mayday on the ceiling...

Mayday wiggles out of his grasp and drops out of frame. Peter catches her. She LAUGHS, loving this new game.

Peter shoves pictures of Mayday in Gwen’s face .

114.114.

Mayday crawls onto Miguel, who is SUPER annoyed.

Peter grabs Mayday and weaves a diaper out of webs...

115.115.

LYLA blips into frame.

LIGHTS OUT. LYLA projects a giant branching arterial MULTIVERSAL MAP.

A WEB PATTERN emerges.

116.116.

Miles’s SPIDER-SENSE triggers at the sight of several rather important looking POINTS:

The nodes expand to project big moments in their shared lives: A spider bites Peter Parker... Peter B. Parker... Gwen... Miles...

Uncle Ben dies in Peter’s arms. Peter dies in Gwen’s arms. Scores of Spiders losing loved ones, including Miles losing --

A node opens to show a c lassic comics moment where CAPTAIN GEORGE STACY saves a RED-SHIRTED CHILD from FALLING RUBBLE, only to be crushed himself...

Peter’s eyes say it all.

117.117.

The web shows Mumbattan: Inspector Singh runs to save a kid from falling rubble... and survives.Because Miles saved him.

We watch Gwen grab Miles before he rescued Singh...

Spider-S.W.A.T. try to contain the quantum breach.

118.118.

We watch an ALTERNATE VERSION OF MIGUEL play with his daughter, GABRI. He is killed saving a woman from a thief.

Miguel fills in the empty space left by his counterpart’s death -- bonding with his daughter, building memories...

Miles is surrounded by an IMMERSIVE HOLOVIDEO of a dimension collapsing. No one escapes -- including Gabri, who glitches and disappears right out of Miguel’s arms.

PETER B. was there. He watched this world disintegrate.

Lines of the web snap. Nodes explode in white light. Miles shields his eyes as the whole web SHATTERS into emptiness.

Miles is left alone with only his breath in the darkness...

... and then we’re BACK in MIGUEL’S LAB.

Spider-sense OVERWHELMS Miles.

SPOT CAUSING DESTRUCTION... RUBBLE RAINING DOWN... A CHILD IN A RED SHIRT RUNNING, AND JEFF RUSHING TO SAVE HIM...

Miles wakes from HIS RECURRING VISION with a start.

119.119.

No one wants to say it.

Miguel stands, unwavering.

Gwen can’t find any words.

120.120.

More Spider-People step into the room...

A phalanx of Spiders surround Miles. More than we realized.

Miles’ old friendPENI approaches...

121.121.

Looks that way.

SPECTACULAR SPIDER-MANsteps up:

Miguel drops a CONTAINMENT FIELD around Miles. The same kind we’ve seen caging otheranomalies...

122.122.

Miles fruitlessly wails against the cell’s ENERGY FIELD.

Hobie wiggles his fingers at Miles and mouths“Palms.”

A s the walls close in around Miles, his RAGE boils over...

He pushes his PALMS against the containment field and VENOM BLASTS it across the room!

The shockwave throws Miguel, Peter,everyone on their ass.

Hobie gives a little CHUCKLE.

Miles stares at his palms. Stunned by his own power.

And then

HE RUNS.

The chase is on.

Peter tugs down Mayday’s hat, gives her a little kiss, and joins the rest of them in the pursuit. Everyone but HOBIE --

123.123.

He tosses his watch and fucks off through a portal.PEACE.

ALARMS BLARE. Miguel’s HOLOGRAM comes over the PA system.

So many Spiders point at one another. You? Him?Him?

The OBLIVIOUSSPIDER-MAN 2 211stands under the Sector 4 sign.

2211 turns, revealing MILES hiding on his back. A hundred spiders look at Miles. He gives a sheepish smile and --

DIVES away. Dogpiled by Spiders from every direction. SPIDER- CAT launches a web-hairball at his face --

Well, funny you should ask:PTER PTARKER -- a dinosaur, of course -- thwips at him with tiny T-Rex arms.

IN THE CAFETERIA--

Miles runs on top of the tables, a crowd still chasing him. He steps on someone’s Spider-Burger, stumbling forward.

124.124.

AT A SPIDER THERAPIST’S OFFICE --

We’re in the middle of a therapy session.

Miles and scores of pursuers crash into the room and out to a

SERVICE TUNNEL

Where Miles sees the GO HOME MACHINE ROOM -- his ticket out of here! He makes for it when

PAT rides up atop WIDOW, firing a WEB-SIX-SHOOTER! PTWONG! Miles leaps onto Widow, facing Pat. A point-blank showdown --

Miles webs Pat right out of the saddle.

Peter, mid-chase, races to get Miguel’s attention...

Miguel swings away, pissed. Peter takes a selfie with Mayday.

BACK ON MILES, ridingWidow past the CAGED ANOMALIES. They CHEER Miles and BOO Miguel.

SUN-SPIDER, aka CHARLOTTE WEBBER,rolls up in her wheelchair.

125.125.

She nails him with a crutch, knocking him off the horse--

straight into old SPIDER-MAN ‘67 and his famous FANFARE.

‘67 I can do anything he can -- oh dang I pulled something!

As ‘67 falls away Miles dashes into

THE TRAINING ROOM

and begins dodging pop-up cutouts of iconic Spider-Man villains like

Miles is nearing the exit when Miguel DROPS FROM THE RAFTERS, cutting him off.

Miles is trapped. Spiders closing in on all sides. Including:

Miles turns, runs STRAIGHT OUT A HUNDRED-STORY WINDOW --

OUTSIDE

Miles FREEFALLSover the aspirational FUTURESCAPE OF NUEVA YORK. Miguel, hot on his heels, unf urls cybernetic WEB WINGS and leads dozens of Spiders in a pursuit.

126.126.

Jess rides her bike on a building’s edge, meeting Gwen.

Peter overhears this and swings off with a plan. Jess, in the meantime, catches up to Miles,SLAMS him with her bike. He FALLS --

-- but Gwenthwips him. Saving him? Catching him? No difference to Miles: he throws Gwena defiant look before SEVERING THE LINE --

-- only to be immediatelycollared by Ben Reilly.

Miles RIPS himself free as they CRASH through a GRATE into

AN INDUSTRIAL TANGLE OF HUGE PISTONS -- the literalDARK UNDERBELLY that undergirds Miguel’s bullshit Utopia.

Miles doesn’t know where to go... but he doesn’t need to: SO MEONE YANKS him up into the safety of an alcove.

PETER.

Miles looks for a way out --

127.127.

Miles scrambles past, ignoring him --

Peter pushes Mayday on Miles. Miles hands her back.

Miles stops. It’s a dead end.

128.128.

Mayday climbs into Miles’ arms. He’s never held a kid before.

Over Peter’s COMM:

Mile s realizes...

ON MIGUEL, en route, calling the other Spiders:

Jess looks Gwen in the eye and they take off towards

129.129.

PETER

who can’t take the disappointment in Miles’ gaze --

Miles webs Peter to the ceiling. Mayday coos, oblivious. Miles then unleashes his ire on a HUGE GRATE blocking his escape --

-- and VERTS through a spinning gauntlet of massive FLYWHEELS that would --and shortly does -- send lesser spiders to t he E.R...

Miles rockets into the permanent night of the underground streets of the old city.

Gwen and Peter follow as closely as they can --

Jess RIDES past --

She’s about to catch Miles with an impossible bike st unt --

BUT MILES IS READY. He thwips Jess’ motorcycle out from under her and GRINDS it long enough to web her to a truck.

Miguel passes them...

130.130.

... en route to pursuing Miles UP A VERTICAL HIGHWAY that breaches the surface and accelerates into the clouds.The hell?

Oh -- not just a highway, it’s a track for a SPACE-BOUND EL TRAIN --

Miles webs the train as it passes overhead. Migue l leaps at him, but only manages to tear off his “day pass”...

... which means Milesimmediately resumes GLITCHING. Barely able to stay ahead of Miguel...

SNAP!! The speed breaks Miles’ webline. He sticks to the train for dear life as Miguel CLAWS his way after him --

Miles thwips a web into the wind -- they’re moving too fast.

Miles gathers, closes his eyes andlets go...

... using gravity to drop him into a CRANE KICK that catches Miguel square in the jaw.

131.131.

Miguel LASER WEBS Miles around his waist. But as he draws Miles in, Miles fires a WEB FASTBALL between the eyes!

Miles hooks a web to one of the cars speeding below on the vertical highway. Miguel barrels after him...

Miguel LUNGES. M iles elbows him in the mouth and scurries back out into the LIGHT atop the train.

What? Miles GLITCHES, underscoring the impact of this news.

Miguel claws closer and closer to Miles, barely hanging on.

Gwen and Peter emerge a couple cars below --

But Miguel can only see his prey:

132.132.

Miguel CRATERS Miles into the train’s housing.

What?

133.133.

THWOMP -- Miguel shoves Miles into the crumpling metal --

Miles smiles.

Miguel looks back and sees his whole army climbing the train. Just n ow realizing that he’s left Spider Society HQ entirely undefended --

Miles’ FINGERS dig into Miguel’s shoulder, ABSORBING energy from Miguel’s suit. Miguel’s power isn’t suppressing Miles... it’s CHARGING him.

PALMS.

He RELEASES all Miguel’senergy -- including his fear -- RIGHT BACK INTO MIGUEL. Miguel tumbles ass over teakettle into the crowd of Spiders below...

Miles stands. Torn and damaged and strong.

134.134.

She looks back at him. Proud. Ashamed.

He LETS GO --

-- and makes himselfINVISIBLE as he DIVES towards the city.

Miguel, seething, leaps after Miles.

BACK IN THE GO HOME MACHINE ROOM

Margo tries out a few virtual hairstyles:

A NOISE. Playlist off, visor down --

MARGO’S POV: she toggles views - infrared, thermal...nada...

... as, unseen behind her, SOMETHING INVISIBLE disturbs some wiring... then activates a CONSOLE.

The machine runs a RETINA SCAN of a familiar eye.

A screen blinks: “DIMENSIONAL I.D. - Earth-42”

The Go Home Machine LIGHTS UP.

Margo DIVIDES herself soshe can type at multiple monitors as

ANYR descends from the rafters and sees

MILES - visible only to their array of eyes.

LYLA boops in over Margo’s shoulder.

135.135.

ON MILES as ANYR spins a cocoon of light around him. Hurry...

LYLA MARGO (CONT’D)

How about this? K, how about No no no no no! You’re now? getting in the way!

Eventually the machine’s bright light illuminates

MILES. Desperate to get home. Margo clocks him...

But she’s not his problem: Miles’ SPIDER-SENSE S CREAMS as

Miguel CRASHES into the room.

Miguel SLASHES at the walls of light that surround Miles. Clawing the energy field apart, an animal in the throes of bloodlust --

Peter and Gwen try to snap him out of it:

PETER GWEN

Miguel! Miguel stop!

But Miguel has lost control.

Miles drops his invisibility.He almost wants Miguel to see him. No longer afraid.

Margo’s hand hover s over the console. “System Reboot: Yes/No”

Margo and Miles look at one another.See each other.

Margo lowers her hand from the console.

They share a nod. A recognition.

136.136.

And Miles pulls down his mask.

There’s nothing Miguel can do.

Miles is GONE.

Miguel boils...

... then HURLS the console across the room.

Pretty mouthy for a rook.

He’s in Gwen’s face now. There’s a crowd of Spider-People filing in, all feeling pretty conflicted...

137.137.

Miguel backs Gwen to the end of the platform. One false step and she’ll fall into the spooky gak below.

... and suddenly ANYR’s spidery arms GRAB Gwen.

ANYR pulls her away into the machine’s unyielding grasp.

138.138.

FLASH! She’s gone.

He says it the first time as if to convince himself... and then the second time to convince everyone else:

He activates a portal...

The portal closes behind Miguel, Jess and Ben.

Mayday shares her views: PBPBPBBPBBTT!

BROOKLYN

MILES crashes out of portal onto a rainy rooftop -- no time to catch his breath -- and st arts flying,tumblinghome...

CHELSEA - EARTH-65 (GWEN’S WORLD)

A portal cannonballs Gwen into a shipping container. Her watch is useless now --Access Denied. She’s stuck back in the place she’s been avoiding this whole time.

139.139.

Boiling over, she throws the huge container down an alley like I once threw a takeout container one horrible night in Southampton. This is about as satisfying.

Which is to say, not very.

MANHATTAN - EARTH-1610 (MILES’ WORLD)

Miguel portals in confidently, flanked by Jess and Ben. Scanning for Miles across the rain-soaked skyline.

QUEENS - EARTH-616 (PETER’S WORLD)

An inter-dimensional flash in the w indow of

MJ steadies her tea as she crosses the hall to find Peter putting Mayday down. A lot on his mind.

She buying that?

She lets him off the hook. He dro ps the act:

140.140.

Gwen sneaks into her room via the fire escape. She’s not a kid anymore... but this place reminds us that she used to be.

She opens her DRUM -- that picture of her and Miles is gone.

BACK TO PETER’S DIMENSION

Gwen peeks out her door and finds George asleep on the couch.

There’s a lot she’d rather not have to say, that she’d rather not have to hear. So she grabs thatpicture of her and Miles - - it’s on the coffee table in front of him -- and leaves --

She’s halfway out the window when she senses George behind her, holding something--

She WHIPS around and webs his weapon to the wall. Only -- it’s not a weapon, is it? It’s... a stuffed penguin. The one she keeps her police scanner in.

She’s not laughing. Turns to leave...

She stares at him. Petulant. Silly almost.

141.141.

George sighs. She takes off her mask.

Now he turns and leaves. Gwen follows; nowshe’s the trying to keep him from walking out the door.Who’s the kid here?

Maybe they both are.

Fer crackin’ ice somebody say something.

He’s stopped in the doorway. Wheels turning.

She drops her mask.

142.142.

She looks up...

It’s so simple, really.

What else do you need?

143.143.

Gwen thwips him towards her for a BIG HUG. He embraces all of her as she digs her face into this big lovable galoot...

George walks over to the bookshelf.

He holds up a packa ge that is CLEARLY from Hobie.

INSIDE is a PUNKY HOME-MADE WATCH and a note:

“In case it don’t work out - Hobie”

Gwen fiddles with the watch... WOMP. A WILD PORTAL overtakes the room. Poor George.

She pulls down her mask and with a big WOMP she disappears into the portal. After she’s gone:

MILES - SCRAMBLING OVER ROOFTOPS

trying to stay hidden in these unusuallydark shadows.

So much just happened -- he’s devastated by everything Miguel just told him, his psyche as SHREDDED as his COSTUME.

As he swings, he can barely stay ahead of the monumental voices in his head...

144.144.

His fears flow out behind him as he runs like hell from his demons. Closing in. So. Many. Demons.TWHIP--

Miles BURSTSout into the open. Putting aside these pernicious thoughts an d focusing on the one voice that matters right now:

Miles swings through the rain, defiant, confident, just as --

HHHOOOOONKKKKKK! -- Miles is HIT by a truck.

145.145.

Miguel’s SPIDER-SENSE goes off! He races to the edge of the building and peers into an empty alley --

SPLIT-SCREEN with Ben and Jess:

Jeff walks out of the police station.

Jeff gets in the car and drives off. Around the corner, Jess revs up her bike and follows.

Ben patrols the roof opposite Miles’ bedroom, crouching in his iconic rooftop pose.

-- a strange flash of light in the corn er --

146.146.

He swings over to an OPEN PORTAL. There’s no one in sight...

... but that doesn’t stop him from Bensplainingeverything:

Webs HOG-TIE him, rip off his watch, and sling him into the portal. Now all that’s left in the alleyway is...

GWEN. She grab s Ben’s watch out of the air and crushes it with her bare hand.

MILES

breathless, slipping, he makes a final desperate swing through the rain, through a window, and into,finally

HIS BEDROOM

Where he pulls off his mask and EXHALES. A little SMILE:

Miles TWHIPSA JACKET over and zips it over his suit right as

RIO walks in. She looks... harried. More brusque than usual.

He hugs her so hard.

147.147.

The hell is this kid talking about?

148.148.

Big breath.

He unzips the jacket to reveal his spider-suit underneath. He’s waited so long to say it it’s almost... anticlimactic?

Uh.

GWEN

looks down below to see Jeff pulling up to the street below. He gets out of the police car...

MILES

GWEN

149.149.

opens the window to Miles’ room and climbs onto the ceiling. The room is EMPTY. The rain hasstopped.

MILES

Wherever he is --it’s still raining.

He follows Rio into the hallway. There’s a gnawing feeling at the back of his head --something’s off...

BBBZZZZZZZZZZZZZTTTTT!!!!! Miles GLITCHES.

GWEN

Gwen’s spider-sense goes OFF.

If it isn’t clear by now...Miles isn’t here because...

MILES

Eyes WIDE with understanding. A series of FLASHBACKS blaze through his mind:

- Ohnn writing42 on a spider’s back.

DOC OCK (FLASHBACK)

- Memories of Spider42 biting Miles.

150.150.

- The Go Home Machine locks onto his dimensional I.D. -42.

- Miles in the chamber of the Go Home Machine.

A doorknob rustling. The door opens. And in walks

UNCLE AARON -- one version of him, anyway --alive as hell.

Yeah. Welcome toEARTH-42.

Aaron holds out a handshake... but Miles pulls him in tight.

Aaron hands Rio an ENVELOPE OF CASH.

ON EARTH-1610

GWEN overhears Jeff walk through the front door.

151.151.

ON EARTH-42

Rio puts a grocery list onMILES’ forehead.

Aaron takes the Post-It off Miles and leads him out.

Miles trails Aaron out the front door and up the STAIRWELL.

Miles GLITCHES. Aaron looks back as Miles recovers.

152.152.

Aaron pushes through the emergency exit and onto the

ROOFTOP

The same one the party was on, but it doesn’t look like anyone’s had a party up here... ever.

Miles peers out at the skyline. It’s TOTALLY UNFAMILIAR. Full of shanties and shuttered buildings. Sirens. Fi res. POLICE helicopters with their roving spotlights.

Miles stops, taken aback by a MURAL. In his world, it was a memorial he painted of Aaron. But here... it’s a memorial to

Captain Jeff Morales. Husband, Hero, Father. Rest in Power.

Aaron clocks Miles’ shock, but a TEXT MESSAGE distracts him. He reads it, eyes narrowing, then turns his gaze to Miles...

Miles’ spider-sense goes HAYWIRE as a MASKED FIGURE flies at him and COLD-COCKS HIM against the gritty tar-paper roof.

EARTH-1610

Gwen’s SPIDER-SENSE is on fire. Reacting somehow to Miles’.

RIO AND JEFF just outside the door.

OUT IN THE LIVING ROOM

153.153.

GWEN winces.

Jeff stretches his arms out - he looks as silly as Miles did.

Gwen faces them. Miles’ empty room behind her.

154.154.

ON JESS

watching Gwen ON HER WATCH from the s treet below...

155.155.

BACK UPSTAIRS

Rio and Jeff hang on Gwen’s words:

She loves the right things about him, at least.

She has. They know it.

ON THE ROOF - MOMENTS LATER

Gwen boots up Hobie’s makeshift watch --Destination: E-616B. Jess watches from below as Gwen PORTALS AWAY.

Eyes open.

glimpses - Lucky cat. A MOTORCYCLE. Prowler TECH.

Miles is TIED to a HEAVY BAG -- like Peter once was.

Miles GLITCHES.

Nearby, Aaron activates a WINCH, lifting Miles off of the ground. He tries a venom strike, but his hands are covered in RUBBER KITCHEN GLOVES. Miles is helpless as Aaron CLOSES on him --

156.156.

Aaron walks PAST the bag and puts on a RECORD.

Nope. He pushes up the faders. LOUDER.

Aaron L EVELS the punching bag with PROWLER’S GAUNTLET.

Miles swings back into frame. Shaken, but unhurt.

Aaron turns Miles to face a FIGURE in the rafters. A digital MASK flickers to life... andTHE PROWLER drops to the floor.

Aaron tosses the gauntlet. The Prowler catches it, puts it on in stride.

157.157.

He unmasks...

Meet the hardened, braidedMILES G. MORALES of EARTH-42.

As he rests his glove against Miles’ face...

RIO AND JEFF worry at a window. A DARK CLOUD forming...

SPOT returns to Earth-1610. Rising from the collider wreckage, pulsing with untold power...

PETER dozes under a book every parent should read: “How To Talk So Kids Will Listen & Listen So Kids Will Talk.” He snorts awake to find Mayd ay bouncing and pointing outside at

GWEN vibrating in front of a punk portal. Peter smiles.

Mayday pulls down her little spider mask.

Blue Rev. (mm/dd/yy)Blue Rev. (mm/dd/yy)158.158.

A TEAM folds in. Pavitr, Hobie, Margo... Peni, Ham, Noir.

They leap into an open punk-portal, off to find

MILES who tears a hole in the finger of that rubber glove.

A spark.

GWEN looks right at us...

... and takes the leap.