"SPIDER-MAN: INTO THE SPIDER-VERSE" (2018)

SPIDER-MAN: INTO THE SPIDER-VERSE

Screenplay by

Phil Lord and Rodney Rothman

Story by

Phil Lord

Dec. 3, 2018

SEQ. 0100 - THE ALTERNATE SPIDER-MAN “TAS”

WE BEGIN ON A COMIC.

The cover asks WHO IS SPIDER-MAN?

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.

UNCLE BEN tells Peter:

Uncle Ben walks into the beyond.

Spiderman saves the city, kisses MJ, saves the city some more. The shots evoke ICONIC SPIDER-MAN IMAGES, buteach one is subtly different, somehow altered.

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

A THREE PANEL SPLIT SCREEN: shots of Spider-Man’s “products”:

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

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

Peter GETS UP... in a shot that we will also remember, RIGHT BEFORE GOBLIN GRABS HIM.

The collider EXPLOLDING, the force of the blast rippling through New York.

Spider-Man WINKS. Man, he’s cool.

SMASH CUT:

SEQ. 0150 - MEET MILES MORALES “MMM”

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--

--Miles WHIPS OFF his headphones--

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

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

BAM! The door flies open. FAST-PACED, Miles enters the living room, where his parents get ready for the day.

MILES RIO

Where’s my laptop? ¿Donde le dejaste?

MILES JEFFERSON (CONT'D)

(edging away) Personal chauffeur going once- --No Dad, I’ll walk!-- -

Miles grabs food. Mom and dad frantically cross behind him.

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

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

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 5 MILES (CONT'D)

How’s that new school? --So easy!--

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--

--POLICE LIGHTS FLASH along with the signature BWOOP BWOOP.

SEQ. 0425 - SITTING BACK THERE “SBT”

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

Reveal Jefferson driving. Miles' dad is a COP!

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 MILES (CONT'D)

Foam Party, come on...and I see it-- everyone is just lining up! You see that, Miles--

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

JEFFERSON MILES (CONT'D)

And meanwhile my guys are out Uh huh... there, lives on the line--

SCHOOL KIDS run alongside the car looking at Miles, who slinks down. They bang on the window, teasing Miles, “you get arrested?!”

JEFFERSON MILES (CONT'D)

--no masks, we show our --Oh no! Dad, speed up, I faces. Accountability. know these kids--

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

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

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

--Jefferson FLINCHES, angered. Reins it in.

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--

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

MILES JEFFERSON (CONT'D)

Dad are you serious? I wanna hear it.

MILES JEFFERSON (CONT'D)

You wanna hear me say it-- --I love you, Dad.

MILES JEFFERSON (CONT'D)

--You’re dropping me off at a --I love you Dad. school--

MILES JEFFERSON (CONT'D)

Look at this place-- --Dad, I love you.

SEQ. 0200 - THE LOTTERY WINNER “TLW”

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.

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

MILES P.O.V. -- The UNIFORMED KIDS just pass by. Miles is discouraged.

PASSING STUDENT MILES (CONT'D)

Hey-- (hopeful)

--Yeah?

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

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

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

--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.

--The MONTAGE BUILDS, a MULTI-PANELLED FLURRY--

PRELAP: A BELL RINGS

He runs through the EMPTYING HALLWAYS. END MONTAGE.

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

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.

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

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.

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.

--Ms. Calleros SHUSHES Miles, cutting him off.

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

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

Miles stares at his STACK OF HOMEWORK. He takes out a legal pad to start on hisGreat Expectations paper. He sighs.

Frustrated, Miles looks out the window for a beat.

Miles SMILES -- he has a MISCHIEVOUS IDEA.

SEQ. 0500 - A NIGHT WITH AARON “NWA”

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.

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 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:

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

Aaron walks over to the microwave to get some popcorn.

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

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

Miles’ phone vibrates.

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

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

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

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

SEQ. 0520 - SUBWAY SPIDER BITE “SSB”

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.

Uncle Aaron laughs.

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

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

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.

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

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

Aaron traces Miles’ silhouette on the wall.

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 smiles. So happy to finally be seen.

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

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.

Miles, hiding the bite, runs to join his Uncle.

SEQ. 0700 - PUBERTY “PUB”

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.

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

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

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.

SEQ. 0730 - WHY AM I SO SWEATY? “SWT”

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.

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

MILES (V.O.) NEW GIRL

Why am I so sweaty??? Why are you so sweaty?

Gwanda continues, though her voice FADES AWAY...

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

The hand lands. Beat.

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

WANDA MILES (CONT'D)

--Hey! Um, can you let go --I can't... let... go... please? Ow ow ow ow ow, calm down, it’s fine--

Miles is STUCK to her. He tries to unstick himself but it keeps getting worse. Now Wanda's hair is involved.

MILES WANDA (CONT'D)

Okay, I have a plan. Great.

MILES WANDA (CONT'D)

I’m going to pull REALLY That’s a terrible plan. hard.

MILES WANDA (CONT'D)

1... 2... --Don’t do this!--

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

Pre-lap: An electric razor BUZZES.

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

She won’t even look at him.

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

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

The SCHOOL SECURITY GUARD appears--

SEQ. 0790 - SPIDER-MAN SYMPTOMS “SMS”

--Panicking, Miles TAKES OFF RUNNING.

Miles rounds a corner and runs down the hall trying.

He finds an open door and runs into:

Miles slams the door behind him.

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

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.

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”) starts to play.

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

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

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 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--

--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.

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

SEQ. 1100 - I DON’T WANT TO BE A SUPERHERO “IDW”

SPLASH 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.

Miles races down the street. A phone RINGS.

His thoughts racing in V.O.:

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

--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.

SEQ. 1150 - BACK THROUGH THE TUNNELS “BTT”

ONSCREEN COMIC BOOK BOXES: “Later...Miles searches for answers...”

Miles rides the subway.

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

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

The MURAL Miles made is still here.

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

The spider GLITCHES making Miles jump back.

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

SEQ. 1200 - ASSEMBLY ROOM FIGHT “ARF”

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

MYSTERIOUS VOICE #1 --You’re like me--

MYSTERIOUS VOICE #2 MYSTERIOUS VOICE #3 --That’s all it is Miles.-- --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!

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?!

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

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 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.

SEQ. 1210 - MEET KINGPIN “MKP”

He is now in an ENORMOUS CHAMBER containing a SUPERCOLLIDER.

Miles looks around the room, confused.

--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:

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

--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 eye- level with a CEILING PANEL.

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.

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

--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--

Prowler THROWS HIM HARD TO THE GROUND.

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

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

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

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

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.

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.) FEMALE PHYSICIST VOICE (O.S.)

The portal is opening. I see multiple dimensions

opening!

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- -

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.

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 thenA HUGE ENERGY PULSE BURSTS OUT FROM THE COLLIDER, knocking everyone back!

OUTSIDE, the PULSE WHOOSHES THROUGH THE CITY, KNOCKING THE LIGHTS OUT TEMPORARILY--

SEQ. 1220 - DEATH OF SPIDER-MAN “DOS”

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.

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

--Spider-Man hands the SHUTDOWN KEY to Miles--

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

--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:

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

Kingpin approaches Spider-Man.

Kingpin takes off Spider-Man's mask.

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

Prowler APPEARS FROM THE DARKNESS, advances on Peter--

Kingpin’s hand raises. Prowler HALTS.

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

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

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

Miles RUNS. The Prowler takes off after Miles.

SEQ. 1240 - PROWLER CHASES MILES “PCM”

--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 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.

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.

SEQ. 1250 - JUST KID STUFF “JKS”

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

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

Jefferson sees Miles.

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

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

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

Miles sits down on his bed.

--Rio shoves Jeff out--

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

Rio kisses his forehead. Gets up, LIGHTS OUT.

JEFFERSON (O.S.) RIO (CONT'D)

When it gets hard, that’s Shhhh. Tiene que mas suave. when he’s gotta stick it out.

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.

SEQ. 1330 - PETER’S FUNERAL “PEF”

TV NEWS BULLETIN

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 Spider- Man 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.

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.

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

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

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

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

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

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

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.

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

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--

Miles RUNS DOWN A FLIGHT OF STAIRS.

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

Miles RUNS UP ANOTHER FLIGHT OF STAIRS.

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.

SEQ. 1400 - THE CEMETERY “CEM” - PART 1

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.

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 sits up and looks at his HANDS, the webbing.

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

SEQ. 2090 - PETER’S FLASHBACK “PFB”

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 on a gargoyle drinking coffee with the morning paper.

whiz by -- but with VARIATIONS and NEW SHOTS too. Instead of Uncle Ben on the bed, for instance, it’s AUNT MAY.

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.

CUT TO Peter CRYING on the floor of the shower in his spider- suit.

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

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

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

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...

Peter EXPLODES IN AN ENERGY BURSTOUT 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.

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"

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.

We see Miles "venom strike" again.

SEQ. 1400 - THE CEMETERY “CEM” - PART 2

Miles approaches the figure. A flash of spidey-sense. The figure looks like Peter Parker, but with BROWN HAIR.

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--

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 (CONT’D) 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 (CONT’D) 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--

--then they CREST, and go SAILING BACK--

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!

--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--

SEQ. 1450 - THE SPIDER-MEN “TSM”

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).

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 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.

The guys hit the SIREN LIGHTS--

--Peter comes to again, so groggy..

PETER MILES (CONT'D)

(groggy) --I’m not! I’m trying to save Why are you trying to kill you! me?--

--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.

SEQ. 2100 - GETTING ANSWERS, BOOM! “GAB”

TIME CUT:

PETER'S POV -- he opens his eyes.

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.

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

Peter LUNGES erratically. Miles startles, frightened--

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

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!

--Peter WEBS HIS MOUTH SHUT.

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

Peter LEAPS FROM THE WINDOW--

--but his powers GLITCH, he FALLS. We hear him SCREAM, then hit the fire escape.

SEQ. 1750 - TEAMING UP “TEU”

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 produces the goober.

Peter reaches out. Miles holds it back.

Miles puts it in his mouth.

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

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

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...

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

Miles smiles.

SEQ. 2120 - GREEK DINER “GRK”

EXT/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 LAUGHS.

SEQ. 2140 - HITCHING A RIDE “HAR”

TIME CUT -- Peter and Miles ride a bus through the Hudson Valley.

As Miles shakes his head we CUT TO:

SEQ. 2300 - USE THE GOOD FEAR “UGF”

UNZIP! SHORTS DOWN! MASKS ON! THEY SUIT UP! Reveal Miles wearing a YELLOW CAPE with his Spidey-suit.

Peter grabs the cape. Miles grabs it. A bit of a tug of war.

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.

We QUICKLY see MULTI-PANEL IMAGES of the mission going off without a hitch -- and with Miles barely appearing.

MILES INTERRUPTS HIS IMAGE OF A CLASSIC SCIENTIST.

--Miles POPS into the multi-panel image of Peter downloading the override code from the scientist’s computer--

BACK LIVE

Miles reacts.

--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 PUNCHES the rock and cracks it.

Suddenly a LIMO PULLS UP TO THE BUILDING, and who should step out but KINGPIN, flanked by Tombstone, he walks into Alchemax. Miles FREEZES.

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 looks over the side of the building, as KINGPIN and TOMBSTONE enter.

He AWKWARDLY ENTERS THE OPEN GRATE into--

SEQ. 2350 - IN THE VENTS “ITV”

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

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

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

Peter reacts. Softens.

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

She goes to the computer and enters her password.

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

--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.

Peter looks back, sees Miles out of the vent.

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

CUT OUTSIDE TO Kingpin and the Head Scientist.

CUT BACK INSIDE TO MILES.

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

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!

SEQ. 2400 - ALCHEMAX LABS “ACL”

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.

He’s nowhere to be seen. But we can hear him. They continue to WHISPER-YELL.

The Head Scientist WALKS TOWARD HER OFFICE to INVESTIGATE-- Peter turns, suddenly in a PANIC--

PETER MILES (CONT'D)

(smoothes hair under --How do I do that?!-- mask) --and download the schematic--

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.

The Head Scientist suddenly pulls up Spidey's mask--

--revealing Peter's face.

ON THE HEAD SCIENTIST, she GASPS. She quickly appraises him up and down, now LASER FOCUSSED--.

She snaps on a latex glove and grabs Peter’s face.

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!

Miles ARRIVES AT THE COMPUTERand frantically plugs in his DRIVE, typing the password:Dgfampesand#4$...then...??

ON MILES/THE SCREEN:

Miles pauses, unsure of the rest. Peter WHISTLES.

The Head Scientist LOOKS UP AT PETER IN RESPONSE, a little SUSPICIOUS--

Miles types the 35. It WORKS! But then a BAFFLING DESKTOP FULL OF FILES appears.

As Peter FRANTICALLY CLOCKS MILES while trying to not be obvious -- The scientist shoves Peter into a chair, hard--

--Mechanical RESTRAINTS strap Peter to the chair.

She grabs a TOOL. Advances.

She jams a tongue depressor in Peter’s mouth.

The Head Scientist studies a sample on a slide.

Peter sees a MONITOR AND COMPUTER FLOATING IN THE AIR.

The Head Scientist turns to look at Peter.

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 dimensions DOCTOR OCTOPUS.

Peter shoots a web towards the door control panel, opening the door for Miles to escape through.

Miles looks down the empty hallway but hesitates leaving Peter behind.

PETER DOC OCK (CONT'D)

I got it! Oh, you got it Peter?

Miles takes off down the hallway. Peter is repeatedly SLAMMED into the glass walls as Miles runs by him--

The ALARM BLARES, with RED ALERT LIGHTING--

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 LAB ASSISTANT

DAAAAAAAAHHHHHH!! DAAAAAAAHHHHHHH!!

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:

--BOOM! PETER SMASHES through the WALL and lands next to Miles. Peter WINCES IN PAIN.

Miles holds up the computer and monitor, shrugs.

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.

Her ARM extends to Miles whenPeter 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!

SEQ. 2500 - ESCAPE HUDSON VALLEY “EHV”

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

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--

Peter trades Miles the bagel for the computer.

--The students PULL OUT WEAPONRY. Peter GRABS THE COMPUTER. As Peter and Miles RUN, the students CHASE!

GRAD STUDENT GRAD STUDENT 2

Hey! Hands Up! Get back here! Where do you

think you’re going? He took a bagel!

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

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

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 fumbles with his web shooter.

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

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

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

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

Peter doubles back, yelling advice back at Miles.

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

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

Miles swings onto a branch and swings alongside Peter.

--We’re actually SEEING THE “THWIPS” ONSCREEN--

PETER/MILES Thwip. Release.

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

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

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.

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.

SEQ. 2545 - GWEN’S FLASHBACK “GFB”

COMIC BOOK PANELS FLIP TO REVEAL:

SPIDER-GWEN #65: TEAM UP WITH ULTIMATE SPIDER-MAN!

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.

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

Gwen EXPLODES IN AN ENERGY BURSTOUT OF THE COLLIDER.

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.

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

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

Gwen fires her shooter and swings away.

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

--As BULLETS HIT, Miles is WEBBED AND PULLED OUT OF FRAME.

SEQ. 2550 - SUPER-VILLAINS GETTING ANGRY “SGA”

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.

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.

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

Vanessa takes Richard’s hand and FLEES.

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

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.

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

SEQ. 2700 - THERE ARE OTHERS “TAO”

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

A beat. Gwen considers.

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

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

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

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?

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

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

BACK YARD

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

--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:

--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 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.

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.

May holds out “my name is” stickers.

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.

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.

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

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

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

All of their spider senses go off.

SPIDER-HAM/ SPIDER-MAN NOIR/ PENI PARKER SP//DR comics drop on top of Gwen’s--ULTIMATE SPIDER-MAN CROSSOVER!

SPIDER-MAN NOIR/PENI/SPIDER- SPIDER-MAN NOIR/PENI

HAM (STAGGERED) I was bitten by a radioactive

My name is Peter Parker/My spider. name is Peni Parker/My name is Peter Porker.

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

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

--BACK LIVE, as Peter interrupts--

Peter turns to Noir.

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.

SEQ. 2800 - A PUNCHER’S CHANCE “APC”

NOIR/HAM/PENI/GWEN I’ll do it.

They all GLITCH. Real ugly.

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

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

Miles struggles to turn invisible but he can’t.

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

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

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

Noir knocks him down again. FAST CUTS NOW --

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

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.

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

The elevator is moving UP.

MILES, INVISIBLE, rides the elevator. All the spiders see is the shed doors opening way up in the rafters.

SEQ. 1690 - LOOKING FOR AARON “LFA”

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

Miles PICKS UP SPEED.

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

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

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

CUT TO, Jeff hanging up the phone, looking pensive. Rio looks at him.

SEQ. 1700 - UNCLE AARON IS THE PROWLER “UAP”

Miles WRITES A NOTE:

--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 lifts his mask, revealing himself as AARON.

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--

--Miles, as Spider-Man DROPS FROM THE LADDER -- Prowler in pursuit, LEAPING FROM THE FIRE ESCAPE.

SEQ. 1725 - PURSUIT OF SPIDER-MAN “POS”

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.

SEQ. 2850 - HE CAN’T BE A BAD GUY “CBG”

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

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

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

--MILES STUMBLES IN, a WRECK. Heaving--

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

But they hear a RUMBLING... and then-

SEQ. 2900 - AN EPIC BATTLE “AEB”

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.

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

Tombstone pushes past Miles and we reveal SCORPION behind him.

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

Doc Ock sees the GOOBER on Peter’s person.

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!

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.

The goober comes loose and Miles goes after 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 and Prowler fight and struggle for the goober.

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

Just then, SP//dr and Doc Ock slam into Peter and all are knocked out the front of the house into the street.

SEQ. 2910 - EXTERIOR EPIC BATTLE “EEB”

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

SIRENS in the air. Jefferson races through the streets.

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.

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

--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.

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

A standoff. Miles pulls off his mask...

Aaron takes off his mask as well.

Miles’ eyes WELL UP.

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

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.

Miles scoops up Aaron and swings away.

Jefferson arrives and sees two people swinging across the street.

SEQ. 2920 - AARON’S DEATH “ARD”

Miles kneels over Aaron.

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

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

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

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

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

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.

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.

SEQ. 3050 - WE NEED A PLAN “NAP”

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.

Miles takes a deep breath, holding back tears.

--A JIGGLING AT THE DOOR.

It SWINGS OPEN--

--Revealing Ganke, entering with his headphones on, playing music. Ganke crosses to his desk and we reveal the SPIDER- TEAM 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.

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

--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.

--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 picks up the goober off his desk.

A long beat.

Peter steps forward. Miles FURIOUS--

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.

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.

Back inside the dorm room, Peter puts Miles down.

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

Peter can’t look at him.

--Peter WEBS his mouth.

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.

SEQ. 3000 - I AM SPIDER-MAN “IAS”

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.

JEFFERSON is in the hallway in full uniform.

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.

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

Miles STOPS again.

Jefferson struggles with what to say.

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

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.

SEQ. 3010 - MILES RISES UP “MRU”

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

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.

BACK ON MILES-- Moving closer and closer to the edge.

Miles walks to the edge of the roof, the wind buffeting... and LEAPS! The camera is UPSIDE DOWN. Miles isn'tfalling 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.

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 MORALES

SEQ. 3075 - STORMING THE TUNNELS “STT”

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 thePENTHOUSE, staring into SKYLIGHTS.

GUESTS mill beneath MASSIVE BANNERS depicting SPIDER-MAN and PETER PARKER: "THE PETER PARKER MEMORIAL FUND."

Kingpin stands. COPS and GUARDS surround him. He takes the dais, waves to the crowd.

ANGLE ON THE WAITERS: They are dressed like tacky SPIDER-MEN, with bowties.

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.

As Kingpin mentions MJ, Peter spots her in the crowd.Uh oh.

A beat.

--He turns his cart toward MJ. He bumps into MJ.

ON GWEN, horrified.

Gwen ushers Peter towards the kitchen.

The tables start to WOBBLE, people look down at their drinks which now have ripples a la Jurassic Park.

Doc Ock is hard at work on a computer, prepping the collider. She hits a button--

SEQ. 3090 - WHERE THEY FIGHT “WTF”

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.

Noir SHOOTS at a panel in the elevator, allowing them to swing down the elevator shaft.

Kingpin enters with Tombstone and sees a waiting Doc Ock.

Doc Ock NODS and a scientist takes a piece of hair from Vanessa’s brush to use as a DNA sample.

Doc Ock fires the collider, a computer monitoring and calling the collider’s status.

The COLLIDER FIRES just as--

--the spiders arrive! They make their way to the top of the THUNDERING collider, moving like a military unit.

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.

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.

They all swing out to the ceiling of the collider room.

He starts to crawl towards the panel.

Peter REACHES the panel. Peter is about to put the override key into the panel--

When the Spider’s get SPIDER SENSE--

DOC OCK SLOWLY EMERGES out of the ceiling. Real creepy like.

Doc Ock slams Peter onto the ceiling of the collider room.

The spiders rush to help Peter, but are ATTACKED by Kingpin’s thugs.

SEQ. 3100 - BATTLE AT THE COLLIDER “BAC”

[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.

--Gwen comes FLYING IN, sliding down a GANTRY CRANE--

She sees Scorpion coming towards her.

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.

Doc Ock drags him away from the panel.

As she pulls Peter in...

Suddenly, one of her tentacles PUNCHES her in the face. Peter reacts to Doc Ock punching herself.

She looks around.

REVEAL Miles turning visible as he FLIES TOWARDS DOC OCK.

He Shoots WEBBING, knocking her back as she releases her hold on Peter. Miles catches him and they both land on the ceiling.

MULTIPANEL -- The Spiders react to seeing Miles again.

Doc Ock breaks free of her restraints and CHARGES them.

As they fight, they all notice a box raising up towards the beam.

INSIDE THE OBSERVATION ROOM

Vanessa and Richard start to flicker into existence as Kingpin watches from the observation room.

The Spiders all battle bad guys as the room descends into more chaos.

CAMERA flies back up through the building to the ball room. People are PANICKING. Jefferson is running against the tide, on his phone.

INSIDE A HOSPITAL,furniture multiplies, the occupants panicking. Rio is on the phone with Jefferson.

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

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.

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.

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 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.

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 flies after Gwen, barely grabbing her. (Note: refer to “Gwen falls” panels) He SWINGS back up with a recovering Gwen.

--Miles SHOOTS a web strand back at Peter.

Peter GRABS the web strand and PULLS IT, giving GWEN SUPERSPEED.

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.

Doc Ock is HIT by a rogue 18 wheeler.

Miles TAKES CONTROL. He’s the quarterback now.

Miles holds up the goober.

He shoots a web and swings off through the chaos in the collider room.

ON MILES as he heads to the panel, doing his own version of Blonde Peter’s swing-crawl-flip to the panel.

Back on Peter and Gwen.

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.

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.

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

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.

She smiles.

Peni JUMPS into the beam. Miles punches in another code and looks to Noir.

Noir lets go and DISAPPEARS. Spider-Ham hold up a huge mallet. He’s near tears.

Miles takes it.

Ham JUMPS.

Miles turns to Gwen. A beat. Awkward. Just like the classroom, but...

Gwen laughs.

She turns away, uncomfortable with the moment. Miles holds out his hand.

A long beat. Gwen grabs his hand and holds it.

She elegantly leaps into the beam.

Miles turns to Peter.

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.

Peter assesses the situation.

Peter jumps away from the panel, going towards Kingpin. Miles is SURPRISED.

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!

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.

Peter takes his hand off Miles hand, readying himself. Miles DROPS Peter into the portal.

Peter smiles as he disappears into the portal.

Miles pulls his mask back down and turns to face the approaching Kingpin. THEY FACE OFF.

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.

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.

SEQ. 3150 - INTER-DIMENSIONAL FIGHT “IDF”

Miles lands on the side of the train and looks around to locate the panel.

Just then, the window on the train breaks and a pair of hands pulls Miles in. It’s Kingpin!

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.

Kingpin grabs Miles around the neck and slams him against the wall.

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 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 reacts and runs after them, dropping Miles. He enters the train car and finds it empty... his family has gone back into the multiverse.

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.

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.

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 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 KNOCKS MILES DOWN AGAIN and approaches to finish him off. Just then, a voice is heard in the distance...

Miles eyes flicker open at the sound. He looks to the control room, where he sees someone moving around. It’s his dad.

It takes him a few wobbly seconds but Miles staggers to his feet and faces Kingpin.

...Miles drops a hand toward Kingpin’s shoulder.

--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--

-- 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.

SEQ. 3175 - JEFFERSON AND MILES “JAM”

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.

ANGLE ON MILES, as Spider-Man, perched on the corner of a building, overlooking the scene outside Fisk Tower.

He’s definitely busy but doesn’t care.

A wave of emotion hits Miles.

Miles APPEARS right next to Jefferson with a POP--

SPIDER-MAN, aka MILES, right behind him.

--Jefferson is startled when SPIDER-MAN HUGS HIM. He awkwardly pats him on the back.

They break it up.

Spiderman walks away.

Miles walks off, shoots a web, swings away.

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.

BYSTANDER #1 Yeah, thanks Spider-Man!

BYSTANDER #2 Yeah, you the spider!

SEQ. 3200 - WHY PHYSICS MATTERS TO ME “PMM”

ON MILES, swinging through the city.

We see the OPENING BADASS SHOTS OF SPIDER-MAN but this time with Miles.

We see him do homework. Swing in front of adoring crowds. Get hit by a drone.

Miles paints a tribute to Uncle Aaron with Jefferson.

Miles, upside down, fist bumps Ganke. Ganke is stunned. Miles slaps a sticker on a gargoyle at the top of a building.

Ham, Peni, Noir, Gwen are in their homes, ready for a fresh start...

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 climbs into the top bunk, turning out the light, put on his headphones...

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.

CUT TO BLACK

SEQ. 3250 - “CODA” (CDA)

FROM BLACK...

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.

She gestures to a crazy WATCH floating above a pedestal.

The gizmo attaches itself to the Suited Figure’s arm.

The suited character stands stock still for a long moment, considering the watch. We begin to PAN AROUND HIM...

... finally revealing a DEEP BLUE MASK. NO EYEHOLES. RED, DAGGER-LIKE LENS FRAMES...

A TRIPPY MATTE PAINTING

From a Ralph Bakshi directed 1968 episode from season two of the old animated Spiderman animated TV show.

TWO SHOT -- Miguel jumps in to frame with the famous‘67 ANIMATED MEME SPIDER-MAN.

A POLICE OFFICER and J. JONAH JAMESON are standing nearby.

And we go out in pure chaos, the most expensive dumb joke of all time...

MIGUEL MEME SPIDER-MAN

You’re pointing at me right I’m not pointing, you’re now as you say that! Look at pointing. I’m just pointing you! Look at your finger! out your pointing. Which is Look at your finger right different from normal now! What is it doing? You pointing. You haven’t seen are pointing! You are pointing until I get through accusing me of pointing, with you and then you’ll know- while your pointing-- -

“THE END” title card from the 1967 Bakshi cartoon.