"SPIDER-MAN: NO WAY HOME" (2021)

SPIDER-MAN: NO WAY HOME

Chris McKenna & Erik Sommers

DRONES FIRE! EXPLOSIONS from the Tower Bridge.

A DISTORTED SOUND VORTEX, then--

The last moments of Quentin Beck’s broadcast from the end of FAR FROM HOME.

Peter Parker’s SCHOOL PHOTO appears on the jumbo-screen.

SPIDER-MAN, crouched on the streetlamp, watches J. JONAH JAMESON on the jumbo-screen.

BYSTANDERS look up at Spider-Man with new eyes... then turn to MJ standing on the sidewalk.

BYSTANDER #1 (O.S.) (re: MJ) She knows him.

BYSTANDER #2 (to MJ) Are you Spider-Man’s girlfriend?

BYSTANDER #1 (O.S.) They swung in together.

BYSTANDER #2 (pushy) Are you Spider-Man’s girlfriend?

People close in on MJ. Spider-Man quickly jumps down to protect her.

BYSTANDER #1 (O.S.) Whoa, it’s him!

3.3.

BYSTANDER #3 You’re just a kid?

BYSTANDER #4 You murdered Mysterio? (to MJ) You helped him murder Mysterio?

Bystander #4 reaches for Spider-Man’s mask.

BYSTANDER #4 Come on kid, let me see that face.

Spider-Man swats her hand away.

BYSTANDER #4 (CONT'D) He hit me! Spider-Man hit me!

The others react: whoa! Everyone FILMS ON THEIR PHONES as she holds up her arm.

BYSTANDER #4 (CONT'D) He hit me! Spider-Man hit me!

A crowd forms, closing in... Spider-Man grabs MJ and WEBS OFF! A MAN jumps after, trying to seize them, but misses.

Spider-Man, clutching MJ, SWINGS frantically.

MJ holds tight to Spider-Man.

Her hands cover part of his mask.

4.4.

They swing past another jumbo-screen. It features half of Peter’s face and half of Spider-Man’s mask under the words: “PUBLIC ENEMY #1.”

Spider-Man and MJ LAND on top of the Queensborough Bridge. Spider-Man’s phone VIBRATES! He answers--

NED appears on Spider-Man’s phone.

5.5.

Spider-Man has left MJ STANDING PRECARIOUSLY ATOP THE BRIDGE!

Spider-Man and MJ turn to see--

The EYES OF THE WHOLE CITY are on them: CROWDS on the Roosevelt Gondola FILM THEM WITH PHONES. PEOPLE point from balconies and high-rise windows.

ROAR! A NEWS HELICOPTER flies up to them! Suddenly joined by ANOTHER ONE!

Spider-Man grabs MJ and... DIVES off the bridge! MJ SCREAMS.

BELOW: FLASH strolls along the sidewalk, staring at his phone.

ANGLE ON HIS PHONE SCREEN: The Daily Bugle official TikTok shows the half Spider-Man, half Peter Parker photo.

Flash gawks at it in disbelief, totally oblivious as--

6.6.

Spider-Man and MJ PLUMMET into view behind him... Spider-Man WEBBING a grate in the sidewalk... YANKING it up... DROPPING them through the hole and... SLAMMING it closed behind them!

Clutching MJ, Spider-Man SWINGS through the tunnels until--

A train coming right at them! VVWHOOM! Spider-Man STEERS them into a different tunnel just in time!

A manhole cover slides open. Spider-Man emerges, stopping to help a rattled MJ climb out.

Spider-Man WEBS the manhole shut, then gestures for MJ to hop back on.

MJ jumps into Peter’s arms. As they swing off again--

Still carrying MJ, Spider-Man swings and lands outside his bedroom window. An unsteady MJ lifts the glass as Spider-Man hoists her up.

7.7.

HAPPY stands just outside the door to the apartment. His eyes are red and puffy. As MAY goes to shut the door--

A CRASH. From Peter’s bedroom. May and Happy turn to it. Happy goes into security mode, walking back into the apartment, headed towards Peter’s room. May rolls her eyes, thinking he’s making excuses to stay.

8.8.

As Happy SHOVES open the door--

Peter stands in front of MJ, in the act of taking off his suit. Both are startled and look guilty. All signs point to an interrupted romantic moment.

May goes to shut the door--

Then May turns back around and realizes--

As May and MJ shake hands, Peter notices Happy’s face.

9.9.

QUEENS RESIDENT #1 (O.S.) Hey, Spider-Man!

Peter quickly webs the blinds shut. MJ hands him a T-shirt.

Peter rushes May out of his room.

Peter and May move down the hallway.

BUZZ! The building’s front door!

10.10.

Peter steers May to the living room.

MJ hurries to shut the door on a NOSEY NEIGHBOR.

The Neighbor KNOCKS:

Peter sits May down.

MJ runs to shut one of the living room blinds while... BUZZ- BUZZ! The front door rings again.

COMMOTION from outside the building.

11.11.

Peter rushes to the remaining windows, shutting the blinds.

QUEENS RESIDENT #2 (O.S.) Hey, Spider-Man!

The COMMOTION outside continues to build, as Peter reaches to close the last blind.

The blind POPS OPEN. Peter goes back, webs it shut, as-- RING RING! Happy and May’s phones light up with messages and calls.

Peter frantically grabs their phones.

MJ points to the TV.

12.12.

Peter, May, and Happy turn towards the TV. The local news is live with helicopter footage of the outside of the apartment. The lower third graphic reads: “SPIDER-MAN’S IDENTITY REVEALED.”

The distraction is over. Peter sighs, slumps over, and pulls up the blind TO REVEAL...

INSANITY. HELICOPTERS. PEOPLE gathered on the streets and nearby rooftops, calling out Peter’s name.

May and Happy join Peter at the window. Looking out at the chaos. Mouths agape.

NEWS BROADCAST: INT. DAILY BUGLE.NET NEWS DESK - DAY

CLOSE ON a “WANTED FOR MURDER” sign with Peter’s alarmed face. Over that, someone has given Peter devil’s horns and graffitied in bright red ink: “CRIMINAL!”

FLASH! The image turns black -- a photo-negative -- and slides towards the upper righthand corner of the screen to reveal J. Jonah Jameson at TheDailyBugle.net news desk.

The onscreen graphic changes to Peter’s school photo next to a pair of handcuffs and a headstone that reads: “MYSTERIO.”

13.13.

PULL WIDE to reveal Jameson’s “news desk” is a cheap digital backdrop in a cluttered, conspiracy theorist’s apartment.

FLASH TO various newspaper and magazine covers:

-- THE NEW YORK DAILY NEWS: The school photos of Peter, MJ, and Ned have been photoshopped into mug shots under a headline that reads, “TRIO OF TERROR: PARKER’S CRONIES REVEALED!”

-- TIME MAGAZINE: An illustration of Spider-Man as a crying baby in a diaper under a headline that reads, “IRON MAN JR? HOW DID A RECKLESS TEENAGER BECOME TONY STARK’S HEIR APPARENT?”

-- IN-TOUCH WEEKLY: Half of Spider-Man’s mask over half of Peter Parker’s face. The headline reads, “WORLD EXCLUSIVE! TWO FACED -- HOW PARKER MAINTAINED HIS DUPLICITOUS DOUBLE LIFE AND WHY HE CAN’T BE TRUSTED.”

AMATEUR PHONE CAMERA FOOTAGE of Spider-Man being doused with green paint as someone yells:

NEWS BROADCAST: INT. BRITISH NEWS DESK - DAY

A BRITISH ANCHOR sits behind a news desk, mid-broadcast.

FOOTAGE of the Tower Bridge attack from FAR FROM HOME. The lower third graphic reads, “BREAKING NEWS: LONDON ATTACK.”

14.14.

NEWS VANS. CROWDS OF PEOPLE outside Peter’s home, holding signs and chanting.

Peter and May are watching the NEWS, still in shock.

NEWS BROADCAST: INT. WAREHOUSE - DAY

AUTHORITIES sift through hundreds of broken Stark drones, each sectioned off as evidence in taped-off quadrants.

A loud KNOCK at the front door.

May opens the door to a group of DAMAGE CONTROL AGENTS, led by AGENT CLEARY.

15.15.

As DoDC Agents push past May--

FLASH! Agents photograph evidence inside the apartment:

-- A framed photo of Ned and MJ at the school dance in HOMECOMING.

-- The Iron Spider Suit charging chamber, next to a sign that reads: “Iron Spider Charging, DO NOT UNPLUG.”

-- The glasses Tony left to Peter in FAR FROM HOME.

Agent Cleary interrogates Peter.

Just outside the glass walls of the interrogation room, DoDC AGENTS bring in May, MJ, and Ned for questioning.

16.16.

MJ is interrogated.

Ned sits, scared. Cleary enters with a fellow DoDC AGENT.

17.17.

The DoDC Agent exits.

18.18.

May is interrogated by Cleary.

DoDC trucks rumble away from a Stark Industries facility, as over this:

19.19.

The same news broadcast plays on May’s TV.

ON THE TV: A dated photo of Happy with long hair. The graphic next to it reads, “NO COMMENT AT THIS TIME. - HAROLD HOGAN, STARK INDUSTRIES SECURITY.”

PULL BACK to reveal a man with a cane, Peter’s LAWYER--

20.20.

21.21.

CRASH! A projectile BURSTS through the window... hurtling right at the four of them until--

Despite being completely blind, Murdock deftly CATCHES it in mid-air!

Peter, May, and Happy are confused.

Reveal the projectile is a brick wrapped in newspaper. On it, someone has misspelled: “WE BELEIVE MYSTERIO.”

PAN UP from the East River to see the large, block letters of the “LONG ISLAND, LONG ISLAND” sign. High-rises dot the shorefront.

CLICK! CLICK! CLICK! The three locks on the door open. Peter and May enter carrying their suitcases and belongings. An alarm SOUNDS overhead, while a large security monitor by the front door blinks with a message: “ENTER ID CODE.”

May turns the alarm off.

They look around at a nightmare of a bachelor pad: framed Knicks and Islanders jerseys, a neon hot rod light, a putting turf, and Tony’s old robot DUM-E. It waves at Peter and May.

May stares at it all. Taking it in.

22.22.

Happy enters behind them carrying bags and a plant.

Happy’s half-finished laundry room/storage space. Peter leans over the sink trying to scrub the green paint off his red and black suit. A radio broadcast plays in BG.

But the green paint isn’t budging. Peter sighs.

FWHIP! Peter grabs a nearby tarp and dries his hands with it. Then he notices -- the tarp was covering a large object marked “Stark Cases.” As it hits Peter what the case is...

- NIGHT

ANGLE ON the security monitor of Happy’s condo. All is still and quiet, save for--

Peter lies on the couch talking with MJ via FaceTime.

23.23.

24.24.

A low, persistent NOISE in the background.

He shifts his phone so MJ can see--

PHONE POV: Happy sleeping on the couch, wearing a sleep apnea mask and SNORING LOUDLY.

25.25.

They laugh.

A tender moment between the two. Until--

Peter jumps! Turns to see--

MJ waves on Peter’s phone screen.

Just outside the front doors, it’s CHAOS. FANS, PROTESTERS, REPORTERS, etc. Including BETTY BRANT, in school reporter mode.

26.26.

Peter, MJ, and Ned walk down the corridor of chaos.

Peter and MJ hold hands in support of one another.

CROWD MEMBER #1 MJ! MJ! MJ! We love you!

A MAN with MJ’s face printed on his shirt yells for her attention.

CROWD MEMBER #1 (CONT'D) MJ, are you going to have his spider babies?!

The crowd is growing closer and closer to Peter and MJ. They keep their heads down as SECURITY guides them through.

CROWD MEMBER #2 You know he’s a murderer, right?!

CROWD MEMBER #3 Hey Peter, come here, do a TikTok with me!

CROWD MEMBER #4 Hey! Let’s see you and MJ kiss!

CROWD MEMBER #5 Who are you?

27.27.

Flash holds up a BOOK with his portrait on the cover.

Ned walks off annoyed.

Peter and MJ are stopped at the bottom of the school steps. Security scans Peter with a metal detector and separates him from MJ.

MJ nods, as she too is scanned with the metal detector.

STUDENTS watch Betty’s news coverage on the TVs.

Peter walks up the stairwell to find MR. DELL, MR. HARRINGTON, and COACH WILSON waiting for him. It’s weird.

28.28.

Mr. Harrington gestures to a nearby trophy case -- it’s been turned into a SHRINE TO PETER. Above it is a homemade sign that reads: “MIDTOWN HIGH -- WHERE WE SHAPE HEROES.”

Mr. Harrington salutes Peter. Is that a tear?

Mr. Harrington and Mr. Dell redirect attention to the trophy case.

29.29.

As Peter heads off--

Peter, weirded out, walks down the long hallway of students, all crowding and reaching to get his picture. It’s incredibly awkward.

A total contrast. Quiet. No one around. MJ reads from The New York Post, as Peter leans back and watches the clouds.

On the front page of the paper: a depiction of Peter controlling MJ and Ned with puppet strings. The headline reads: “PETER PARKER & HIS SPIDER-MINIONS.”

30.30.

It actually turns into a romantic moment, and they’re about to kiss when...

Ned clambers up onto the roof.

Ned plops down next to them. Romantic moment spoiled.

Ned turns his laptop to show the MIT webpage -- a video of students playing frisbee on the quad.

31.31.

MJ sees how sincere he is, how much he wants this. But she’s skeptical.

Peter takes her hand.

Ned cluelessly takes their clasped hands -- another romantic moment spoiled.

May holds up a (non-MIT) college admissions envelope. (In the BG, DUM-E is just beginning to put together the LEGO Death Star from HOMECOMING.)

32.32.

CUT TO: May punches the letter. Rejection.

May runs in with another letter.

Peter webs down with a coffee cup and almost spills, excited.

CUT TO: Peter jumps up and down, eagerly awaiting May’s reaction as she reads the letter. But she shakes her head.

May shakes her head -- no.

May walks in with the final letter.

Peter looks up from his bowl of cereal, mouth full.

DUM-E twists and hits the nearly completed LEGO Death Star. It shatters into many pieces. Off Peter’s reaction...

Peter swings down in front of a donut shop decorated for Halloween. Some PEDESTRIANS eye him warily.

Peter quickly enters the shop -- MIT envelope in tow -- and spots MJ at the cash register in her waitress uniform.

She holds up her own MIT envelope -- ready?

33.33.

They head to the back of the shop and join Ned at the counter. He also has an MIT envelope resting in front of him.

MJ’s BOSS approaches.

Deep breaths, then each opens their letter and reads...

Peter’s face falls -- the most painful rejection of all. He looks to MJ. She shakes her head.

34.34.

Suddenly, Flash enters, sporting an MIT sweatshirt. He begins singing the BEASTIE BOYS’ “NO SLEEP TILL BROOKLYN.”

He looks to the others -- so? Gets nothing.

Flash checks his watch.

Flash quickly retreats out the door.

35.35.

MJ rips up her letter.

Ned rips his letter up too. Then, picking up the pieces:

Peter watches Ned slump away. He feels guilty and hopeless, until...

Peter’s eyes fall upon the decorations MJ is taking down. A set of Halloween lights that look like... wizards? Off Peter, getting an idea--

Peter approaches, about to ring the bell when... The doors swing open to REVEAL--

SNOW. Everywhere. Covering the floor and the stairway. Two APPRENTICES futilely shovel snow into small buckets.

Peter enters, CRUNCHING through the snow, shivering.

WONG enters from a PORTAL, sets down several suitcases.

36.36.

A BLAST OF COLD AIR! Reveal DR. STRANGE in a parka, floating down the stairway with a mug of hot cocoa.

37.37.

Peter is hesitant, shivering, slips a little on the snow...

Dr. Strange lights the fireplace with magic.

38.38.

Wong picks up his suitcases.

39.39.

Dr. Strange and Peter wait for Wong to relent. But Wong only stares back, unwavering.

Wong’s face softens. Just behind him, a PORTAL OPENS.

Wong enters the PORTAL--

The PORTAL CLOSES. Dr. Strange turns to Peter... and grins.

Peter follows Dr. Strange downstairs into an ancient sub- level filled with crypts.

As Dr. Strange prepares items for the spell, Peter looks around, spooked.

40.40.

Dr. Strange begins to cast the spell -- A GOLDEN RING OF RUNES encircles them...

41.41.

Strange works to adjust the spell.

Strange sighs, works to adjust the spell. Again.

Strange swipes his hands, begins further spell adjustments. FOUR GOLDEN RINGS OF RUNES now swirl about them.

42.42.

The spell SHIFTS, WAVERING, becoming ERRATIC...

BOOM! The spell ERUPTS! Dr. Strange is LIFTED TO HIS FEET, followed by Peter.

UPSTAIRS, ON THE APPRENTICES: One of them reaches for a shaking relic (the same one Thor knocked over in RAGNAROK). Too late. It falls apart.

BACK ON PETER AND STRANGE: The jumbled spell BILLOWS in rings around them. The room SHATTERS and SHAKES. Something is clearly, horribly wrong!

Peter shouts over the chaos:

43.43.

LIGHTS AND NOISE! Strange STRUGGLES WITH THE SPELL as it BLASTS its way around them, ripping apart the crypt walls... UNUSUAL SHADOWS appear...

With great effort, Strange shrinks the spell smaller and smaller, until--

Peter and Strange DROP to the ground, the walls around them reassembled and whole.

Peter turns to see -- the spell is now a ball of light, TRAPPED INSIDE A PENTAGON-SHAPED ORB.

They regard the now-tiny spell jostling within the orb.

A beat as that lands on Peter.

44.44.

The words weigh heavily on Peter. Now feeling lower than low. Strange clocks it and softens.

BAM! The doors SLAM SHUT in Peter’s face. He quickly grabs his phone and dials.

45.45.

The MIT new students mixer. KIDS and ADULTS mingle. Flash answers his phone:

46.46.

Flash grins, loving this.

Spider-Man soars above the High Bridge in his Iron Spider suit. He reaches a highway sign overlooking a traffic jam.

ON PETER’S HUD--

Spider-Man groans.

A text from Flash comes through: “HERES DA LADY UR LOOKING 4.” Then a selfie of Flash and the ASSISTANT VICE CHANCELLOR (AVC) holding his Flashpoint book.

A DAILY BUGLE HELICOPTER approaches, filming Spider-Man -- his new normal.

Spider-Man drops down to the road. The Iron Spider Suit retracts to reveal Peter is wearing a crumpled suit.

47.47.

He quickly searches the surrounding cars for the AVC, when--

A BARKING dog lunges at him from a nearby window. Peter jumps back, startled.

Then he peers into another window. A TODDLER BOY and a TEENAGE GIRL notice him. The Toddler waves.

Peter waves back. As the Teenage Girl reacts--

Peter moves on, spotting the AVC in the backseat of an SUV.

In the backseat, the AVC is on her phone. She peruses Flash’s book.

Just outside, Peter dodges a taxi--

--And steels himself to approach the AVC’s car.

He KNOCKS on her window and waves. The AVC ends her call and rolls down her window. Reluctant.

48.48.

Peter’s SPIDER-SENSE TINGLES. He jumps on top of the car, spots PEOPLE running away. He turns to one of them:

UP AHEAD: CRASH! Patches of the highway CRUMBLE in a cloud of asphalt and dust.

Peter activates his Iron Spider suit.

He KNOCKS on the roof of the car.

49.49.

The AVC’s DRIVER runs off. The AVC tries to get out too, but--

CRASH! SLAM! BOOM! Something is piercing its way through the High Bridge roadway. Something with FOUR GIANT METAL TENTACLES. The dust clears to REVEAL...

One of Doc Ock’s tentacles PIERCES the roof of a nearby car. The PASSENGERS scramble, as Ock FLINGS the car at Spider-Man--

Spider-Man flies backwards, dodging the empty vehicle, as ANOTHER CAR is immediately thrown in front of him -- this one FULL OF PEOPLE!

50.50.

Spider-Man attempts to stop it, but both he and the vehicle are spun over the bridge.

As the family inside reels, Spider-Man runs across the length of the spinning car, WEBBING it to the underside of the bridge. He rips a side door open...

ANGLE ON the AVC, finally able to open her door, but-- SLAM!

The door is pinned against a K-Rail. She still can’t get out.

BACK ON Spider-Man, now on top of the bridge, alongside the family he just saved.

As the family quickly runs off, THUNK! One of Doc Ock’s tentacles GRABS Spider-Man, wrapping him tight in its grip.

Another tentacle claw clutches Spider-Man’s head and FLINGS him into the AVC’s car -- forcing the vehicle over the edge of the bridge, the AVC still trapped inside!

Doc Ock then HURLS Spider-Man through a highway sign, CRASH- LANDING into a truck’s windshield.

Doc Ock’s tentacles skewer a car engine -- it EXPLODES -- as he relentlessly pursues Spider-Man.

Metal pierces through the roof of the truck to reveal Spider- Man, his IRON SPIDER ARMS fully deployed.

51.51.

SPIDER-MAN VS. DOC OCK! Mano-a-mano-a-mano-a-etc! The DAILY BUGLE HELICOPTER witnessing all.

Spider-Man WEBS on top of a highway sign, Doc Ock following. Spider-Man fires webs! Flips! Kicks back Ock, then--

Spider-Man turns, spots the AVC’s teetering car. He leaps towards her, but--

THUNK! THUNK! Doc Ock’s tentacles grab Spider-Man’s arms in a vice, as another tentacle latches onto the DAILY BUGLE HELICOPTER.

Doc Ock lifts Spider-Man up towards the ROTATING BLADES of the helicopter, Spider-Man fighting against it, until--

He WEBS two cars, YANKING them towards the highway sign, CRASHING into Doc Ock. The tentacles release, the Iron Spider Arms retract, and Spider-Man makes a break for the AVC’s car.

Doc Ock grabs CEMENT PIPES off a nearby truck and swings them over his head, directly into Spider-Man’s path.

FLIPS! SOMERSAULTS! FLINGING WEBS! Spider-Man is nearly at the AVC’s car...

He’s SLAMMED into the side of a car by one of the pipes. He quickly recovers and takes off, the AVC’s SUV beginning to fall--

The AVC GASPS, CLICKS her seatbelt on--

Doc Ock flings a car at Spider-Man, who flips backwards, arching over the roof of the thrown vehicle until--

SPLASH! The car barrels into impact attenuators full of water.

Spider-Man quickly WEBS the AVC’s car as it FALLS!

He is dragged along behind it, his IRON SPIDER ARMS deploying to grab onto the edge of the bridge, as the car plummets to the train tracks below!

52.52.

A SUDDEN WRENCH! The vehicle stops just short of a MOVING FREIGHT TRAIN!

Inside the car, the AVC trembles, in shock, as Spider-Man WEBS the car securely to the bridge. Then lowers himself to her door...

Spider-Man turns, sees Doc Ock approaching. A tentacle GRABS Spider-Man and YANKS him away. As he’s WHIPPED around--

Doc Ock SMASHES Spider-Man through the bridge, then PINS HIM AGAINST the underside.

A tentacle claw RIPS OFF Spider-Man’s chest of nanotech, revealing his crumpled suit beneath.

The Iron Spider nanotech begins to MELD WITH DOC OCK’S TENTACLES -- transforming them into a hybrid of Ock’s AI-tech and Stark’s nanotech.

As Doc Ock launches a killing blow--

The Iron Spider tech defensively shifts nanos to cover Spider- Man’s chest... EXPOSING PETER’S FACE.

53.53.

From inside her dangling car, the AVC looks on as Doc Ock’s tentacles seem to be... malfunctioning?

A HOLOGRAPHIC IMAGE of Ock’s tentacles appear on Peter’s control panel. He pushes several buttons until...

The IRON SPIDER SUIT IS CONNECTED -- Peter is now in control of the tentacles!

Peter tests the connection -- the tentacles follow his every move. He laughs, relieved.

Peter waves at Doc Ock. A tentacle claw waves back.

With the connection secure, Peter launches a tentacle arm at the AVC’s dangling car.

Ock swings at Peter, but he can’t even get close. Peter laughs, then gently rotates the tentacles...

Peter carefully sets the AVC’s car, Doc Ock, and himself back on top of the bridge.

The Iron Spider Suit retracts to reveal Peter’s rumpled suit, his tie now cut in half. Peter RIPS the door off the AVC’s car.

54.54.

She shoves her bag into his arms.

As she walks off, Doc Ock tries once more to grab Peter. But yet again, he’s held in place by his tentacles.

Peter’s SPIDER-SENSE alerts him to the horizon. He wraps a tentacle around Doc Ock, holding him in place.

55.55.

DINK, DINK, DINK! A pumpkin bomb lands on the road. Who could it be...?

BOOM-BANG! The bomb detonates!

Peter activates his Iron Spider suit, as from out of the smoke and flames comes an EVIL CACKLE, then--

As the glider flies towards them -- a RING OF SPARKS! Spider- Man and Doc Ock DISAPPEAR.

WHOOSH! Spider-Man MATERIALIZES. Alone in the dark. He looks around, confused. SPIDER-SENSES FLARING. Cautious, Peter deactivates the Iron Spider suit, takes a few steps--

ROAR! A creature LUNGES with slashing claws and teeth!

Peter jumps back in shock, as the monster HITS AN INVISIBLE BARRIER. In a cell.

Peter staggers backward. A HAND clamps his shoulder--

Peter SCREAMS, whips around--

Reveal Dr. Strange, now battered and bruised.

Ock POUNDS on the barrier.

56.56.

Off Peter, mind blown--

57.57.

As Peter considers that...

Dr. Strange heads for the exit.

58.58.

Strange magically flies one of Peter’s web shooters off his wrist and into his hand. He sends a SWIRL OF MAGIC into it.

Strange aims the web shooter and... THWIP! WEBS PETER! ZAP! Peter DISAPPEARS. WHOOSH! And REAPPEARS. Inside a cell.

Peter walks into the magical cell wall.

Strange crosses to an ANCIENT STONE DIAL and turns it. Peter’s cell barrier drops, and he steps out.

Dr. Strange flies the enchanted web shooter back onto Peter’s hand.

59.59.

As Strange moves off--

Beat. Off Strange, considering...

Ned and MJ are led in by an unhappy Dr. Strange.

Peter walks up from the basement.

60.60.

Peter and MJ hug.

Peter hesitates. Dr. Strange doesn’t.

Dr. Strange softens, charmed.

61.61.

LATER (DAY)

A lightbulb turns on to REVEAL... The Undercroft, a.k.a. a normal, boring basement.

BUZZ! A nearby dryer signal goes off. Ned, MJ, and Peter take in the Christmas decorations, camping stuff... Ned grabs a crossbow, in awe.

A smirk between them. MJ giving him shit. Becoming a genuine look. MJ forgiving him. Peter grateful for her.

Peter’s eyes shift to Ned -- will he forgive him?

62.62.

Reveal Doc Ock watching Ned and MJ from his cell.

A beat, then... they all laugh.

63.63.

From his cell, Lizard scowls, unamused.

(DAY)

ANGLE ON the holographic Iron Spider controls in command over Doc Ock’s tentacles.

QUICK POPS:

-- Peter pulls his suit covered in green paint out of his backpack.

-- As Peter grabs cleaning supplies, a doll on the shelf turns its face towards him.

-- MJ scrolls through TikTok news updates on her phone.

-- ZIP! Ned opens his backpack, pulls out his laptop, and turns it on.

-- Curious, MJ pulls a box from a shelf, is surprised to read... it’s a goatee template?

-- Lizard sits in his cell, bored. Tosses a stone pebble.

Peter scrubs his suit while on the phone with May.

Peter turns his suit inside out to REVEAL A BLACK AND GOLD INTERIOR, devoid of green paint.

64.64.

Peter hangs up, joins MJ and Ned in front of Ned’s laptop.

MJ cocks her head -- not sure about that one.

Peter, Ned, and MJ look up at Doc Ock in his cell. As Peter moves towards him:

65.65.

Ock lunges forward, straining against the tentacles holding him in place.

Off Peter, unsettled...

Spider-Man swings -- HIS SUIT TURNED INSIDE OUT, BLACK AND GOLD -- along high-tension power lines strung between giant transmission towers.

Ned opens the fridge door, pauses to examine boxes of takeout alongside otherworldly specimens held in old mason jars. What the...?

Ned joins MJ at his laptop.

ON NED’S LAPTOP: a live-feed of Spider-Man’s POV as he swings.

REVEAL Spider-Man’s CELL PHONE, duct-taped to his chest.

66.66.

ON THE SCREEN: MJ and Ned (via FaceTime).

[NOTE: This device is used throughout the following sequence. MJ and Ned participate in the action, right along with Spider- Man, their reactions visible on Spider-Man’s chest.]

Spider-Man swings down from the power lines, landing in a dark forest.

He walks forward, on alert... when SOMETHING MOVES THROUGH THE TREES!

More RUSTLING, now in the trees behind Spider-Man. He turns--

But nothing’s there. In the distance, an owl CALLS. The wind WHISTLES through the trees...

Spider-Man continues on, searching, when--

He stops, SPIDER-SENSE flaring as an EERIE BLUE LIGHT CRACKLES behind him.

Spider-Man readies his web shooter. Three glowing rings appear...

Spider-Man quickly turns to see--

67.67.

A BLUE GHOST. Hovering above the power lines, drawing energy from them.

No reply, save for the CRACKLING BURSTS of electricity.

ANGLE ON Ned and MJ, watching this all on Ned’s laptop.

MJ shakes her head, concerned.

Spider-Man MAGIC-WEBS at Electro...

But the web goes through his spectral form and hits a tree.

WHOOSH! A HUGE TREE appears in a cell, CRUNCHED into the confines of the space! MJ and Ned react, startled.

68.68.

CLOSE ON Electro as he JOLTS AWAKE! He spots Spider-Man--

Electro BLASTS BOLT AFTER BOLT at a retreating Spider-Man. On his cellphone screen, Ned and MJ try to direct him:

Over their ongoing “advice”...

Electro suddenly appears before Spider-Man. With a BLAST, he sends Spider-Man tumbling to the ground.

Ned’s laptop screen sputters, losing connection...

Spider-Man writhes on the ground, reeling from the blast. Suddenly--

Electro charges at him, shooting another bolt, when--

69.69.

A WALL OF SAND whirls up and takes the brunt of the shock... out of the swirling mass, a face appears...

It’s SANDMAN (Thomas Haden Church) from SPIDER-MAN 3!

Spider-Man WEBS and SWINGS back up into the fight, Sandman acting as a wall of protective sand around him.

SPIDER-MAN AND SANDMAN VS. ELECTRO!

Electro launching electricity bolts!

Sandman turns into a SAND TYPHOON, swirling around Electro.

Spider-Man lands on a transmission tower, DODGES blast after blast of electricity...

Sandman’s face appears in the swirling typhoon.

One by one, Spider-Man WEBS the various transmission towers... pulling back... SPARKS! The lines begin to rip...

70.70.

Electro’s body grows dimmer as he draws less and less power...

Spider-Man SEVERS the last power line and is THROWN BACK, slide-landing onto the ground.

Electro expends his seemingly last BLAST -- before falling to the ground.

Sandman appears at Spider-Man’s side as he peels off his mask.

Peter slaps Sandman’s hand--

--Sandman’s hand scatters in the wind.

Reveal Electro. Now in HUMAN FORM. He looks around, remnants of electricity CRACKLING down his arm...

As Electro’s eyes FLASH--

71.71.

Peter quickly looks away...

Peter looks aside, sees a UTILITY SHED with some line worker clothes inside.

(NIGHT)

WHOOSH! Electro MATERIALIZES in a cell in ConEd clothes. MJ and Ned react -- whoa. As Doc Ock waves to Electro from his own cell...

Sandman reacts to Peter magic-webbing Electro, spooked.

72.72.

Sandman is becoming angry.

Sandman lunges at Peter -- who FIRES his magic web shooter. WHOOSH! Sandman’s gone.

Sandman MATERIALIZES in an empty cell. Furious, he pounds his fists against the barrier.

Electro hears laughter -- looks over, spots Lizard.

Ned and MJ watch this whole scene play out.

73.73.

The overhead lights flicker.

MJ’s phone RINGS. She answers.

74.74.

Peter is on the phone, surrounded by downed power lines.

Ned inspects the tree in one of the cells, turns to MJ.

Day breaks through the skyline of Manhattan.

75.75.

In a deserted alley, NORMAN OSBORN desperately tries to cover up the Goblin Glider with trash.

Norman turns, sees the Green Goblin mask hanging on a nearby dumpster. He trembles with fear.

Norman picks up a brick and SMASHES the mask. He runs off, Green Goblin’s CACKLING LAUGHTER echoing around him...

Peter swings down, looks at his handiwork -- power lines held together precariously with a lot of webs.

His phone VIBRATES with a call from May.

Off Peter’s concerned face...

76.76.

A billboard for the F.E.A.S.T. shelter featuring a waving Spider-Man. But someone has crossed out his face and graffitied “MYSTERIO WAS RIGHT.”

Spider-Man SWINGS past the sign, landing in front of the shelter doors. He quickly runs inside--

Spider-Man searches, frantic. He pulls off his mask.

A FOOD SERVICE WORKER points Peter towards the kitchen.

Peter takes off, rounding the kitchen door to find...

MAY HAVING TEA WITH NORMAN OSBORN.

No armor. Dressed in ill-fitting clothes from the donation bin. Nursing tea in a mug, he looks tired, disoriented... even fragile.

Peter is totally thrown.

77.77.

May tries to calm him, comfort him.

May pulls Peter aside.

78.78.

May locks eyes with Peter -- is he being honest with her and himself?

Her words hit Peter hard. She’s guiding him, but leaving the choice open. He hesitates.

Off May, not entirely sold by that...

Daily Bugle EMPLOYEES in a TV control room watch as J. Jonah Jameson wraps up a segment.

79.79.

Reveal J. Jonah behind a desk in a professional news studio. He gestures to a bottle of vitamins at his side.

J. Jonah answers his phone:

A DAILY BUGLE LACKEY sits in a parked car. He watches as a truck from the shelter pulls away.

As J. Jonah eagerly walks off set...

May parks the F.E.A.S.T. truck outside the Sanctum Sanctorum. As Peter and Norman exit--

80.80.

Peter turns back to his aunt.

A beat as Peter takes that in, then--

Reveal Peter in his black and red suit (no longer turned inside-out, the green paint removed).

As Peter hops out of the van:

Peter walks Norman over to MJ and Ned, who are seated in front of Ned’s laptop. They turn.

Norman reacts, understanding. Another universe.

81.81.

His attention is then drawn to the imprisoned villains below.

Norman looks around, then spots Doc Ock in his cell.

Peter looks up, having overheard.

Peter enters, gestures at Norman.

Norman looks to Peter -- is this true? But Peter is just as shocked as him.

82.82.

As this sinks in for Norman, Sandman turns to Doc Ock.

MJ and Ned join Peter, alarmed by what they’re hearing.

WHOOSH! A PORTAL OPENS. Dr. Strange enters with an elaborately designed puzzle box, the corrupted spell trapped inside.

He spots Norman.

Strange flicks his wrist--

--And transports Norman into a cell.

83.83.

Strange reacts -- not yet?

Peter takes that in, conflicted.

Dr. Strange turns back to solving The Box. Peter turns to Ned and MJ -- what should he do?

84.84.

GOLDEN LIGHT begins to envelope the villains in their cells.

The villains react, nervous and uneasy, as the GOLDEN LIGHT around them glows brighter...

The Box is almost solved. A triangular BUTTON appears on top. As Strange goes to press it...

TWHIP! Peter WEBS The Box.

Peter YANKS The Box away just as-- THWIP! He MAGIC WEBS Dr. Strange into Sandman’s cell!

As Peter takes off running, Dr. Strange frees himself from Sandman.

Strange easily walks out of the cell, while Sandman SMACKS into the transparent wall.

Spider-Man races outside with The Box and WEBS AWAY -- right into a SERIES OF PORTALS that appear before him.

WHOOSH! He comes out of one and lands right back in front of the Sanctum. Dr. Strange glares at him.

Spider-Man tries to MAGIC WEB Dr. Strange, but the shooter malfunctions... then completely DISAPPEARS!

85.85.

Spider-Man quickly WBES away with The Box. But his web flies into a PORTAL... and out another... WEBBING HIS OWN FOOT. He’s stuck, dangling between the two portals, struggling.

Using an Eldritch Whip, Dr. Strange pulls Spider-Man down and KNOCKS HIS ASTRAL BODY OUT OF HIS PHYSICAL BODY.

Ghostlike, Spider-Man’s Astral Body -- in the form of Peter Parker -- floats nearby.

Spider-Man’s Physical Body stands there, seemingly lifeless, holding The Box. Dr. Strange reaches for The Box--

But Spider-Man’s Physical Body moves The Box away. Somehow Astral Peter is controlling Spider-Man’s Physical Body!

Astral Peter “swims” back to reenter his Physical Body...

Spider-Man’s immediately TOSSED BACK onto the road. He flips upright.

Spider-Man WEBS off with The Box. Dr. Strange sends the Cloak of Levitation after him. WHOOSH!

86.86.

The Cloak GRABS onto Peter.

Cloak flings Spider-Man back. With a flick of his wrist, Dr. Strange sends Spider-Man crashing into--

An EXACT REPLICA of the city, but separated from the real one, so they can fight unseen and without hurting anyone.

Spider-Man free-falls, tightly gripping The Box. Dr. Strange flies after him, Cloak now billowing off his back.

Strange manipulates the Mirror Dimension...

A DEPARTMENT STORE FOLDS INTO ITSELF! Spider-Man WEBS, deftly navigating the building as it bends its way around him.

He hurtles out a window, making his way through Central Park, still clutching The Box. Dr. Strange waves his hands to create a MAGICAL CLOTHESLINE. WHACK! Spider-Man is flung backwards--

Right into the path of a SUBWAY TRAIN, roaring out of a PORTAL opened by Strange! The Box lands on the train’s roof. As Dr. Strange goes to grab it--

Spider-Man WEBS The Box back. Strange sighs.

Spider-Man crawls on top of the train.

Dr. Strange waves his hands, again altering the Mirror Dimension. The skyscrapers of New York City fold, bending into the rising peaks and valleys of--

CONTINUOUS (DAY)

The subway train careens through the two worlds of New York City and the Grand Canyon, now fused together.

87.87.

Spider-Man and Dr. Strange stand off on the train’s roof.

Strange manipulates the Mirror Dimension...

The train car duplicates again and again, becoming a spinning vortex around Spider-Man.

As Spider-Man turns and runs off--

Dr. Strange PORTALS him -- dropping Spider-Man down one portal, through to the next, in a state of CONSTANT FREE- FALL. As Peter drops in and out, over and over--

Cloak flies in and grabs The Box back!

Spider-Man. Cloak. Box. Spider-Man. Cloak. Box. Until--

Spider-Man WEBS the other side of Cloak, suspending them between the two portals.

88.88.

As Cloak and Spider-Man battle it out, Dr. Strange lassos Cloak and The Box, pulling them away from Peter... bending the two portals closer and closer towards each other, when--

WHOOSH! The two portals fall in on each other.

Everything begins SPINNING! New York streets kaleidoscopically folding into Grand Canyon rock walls.

The Box goes flying. Dr. Strange, Cloak, and Spider-Man plummet after it.

Spider-Man lands on top of a rock, noticing...

Spider-Man WEBS off as Dr. Strange GRABS hold of The Box, Cloak once more wrapped around him.

THWIP! THWIP! Spider-Man WEBS in random directions--

Dr. Strange opens a PORTAL back to the Sanctum.

As Spider-Man continues to WEB in random directions...

Dr. Strange’s foot snags on one of Spider-Man’s seemingly random webs. Then the shifting of Mirror Dimension objects brings another web right into him.

Strange looks around. Webs everywhere, closing in on him as the rocks turn and spin -- not so random after all -- as Strange is completely ensnared in a web!

89.89.

Spider-Man drops down in front of Dr. Strange and WEBS back The Box.

Spider-Man WEBS the SLING RING off Dr. Strange’s finger.

He dives through the PORTAL with The Box and Sling Ring.

Spider-Man looks back through the PORTAL.

Dr. Strange stares back, equal parts furious and concerned, as the PORTAL CLOSES.

Ned and MJ approach--

Ned grabs the ring from Peter.

He pulls off his mask.

90.90.

Peter reacts to these words, takes in the villains in their cells.

91.91.

Lizard shrugs.

Peter pulls Ned and MJ aside.

92.92.

MJ takes The Box.

93.93.

Peter turns from the villains, back to Ned.

Peter and Ned do their special handshake from HOMECOMING. As they bump hands, a SPARK emits from Dr. Strange’s Sling Ring.

Ned heads off, as MJ kisses Peter goodbye.

MJ follows after Ned.

Peter turns to the villains.

As Norman considers this, then Doc Ock...

94.94.

CLICK. CLICK. CLICK. The many locks release and the door opens. The villains hustle inside, past the security camera. As May enters...

As Peter closes the door, he whispers aside to May:

REVEAL the absurd juxtaposition of the villains (sans Lizard) in Happy’s bachelor pad:

Electro shoots energy at the TV, and shorts it out.

Sandman sits on the black leather sofa. Sand FALLS everywhere.

He tries to brush it off the sofa. Unsuccessful.

Norman puzzles over DUM-E in the kitchen.

95.95.

Doc Ock is wrapped into submission by his own tentacles. He scowls.

Ignoring Ock, Peter walks to the storage room.

As Peter enters...

Doc Ock fumes.

Electro follows after Peter.

96.96.

CLOSE ON the tarp being removed from the large case (marked “Stark Cases”) that Peter saw before.

Norman, Electro, and May enter--

Peter presses a button on the case -- it unfolds to reveal a STARK FABRICATOR, a portable version of the machine Peter used on the jet in FAR FROM HOME. Powered by an ARC REACTOR.

ON THE FABRICATOR: readouts come alive, sections open and extend outward, growing to full size.

Electro’s eyes light up at the sight of the arc reactor.

The unfolding machine keels forward and--

WHAM! Punches a hole in the kitchen wall. Doc Ock glares.

Two PEDESTRIANS walk by the F.E.A.S.T. truck. BANG! RAWR! As the truck gently shakes--

97.97.

Peter works at the Fabricator. CLOSE ON a holographic scan of Doc Ock’s compromised chip.

Peter rotates the hologram with his hands. He singles out the compromised chip.

Norman takes in the holographic chip, intrigued and amazed.

ANGLE ON the holographic Iron Spider controls in command over Doc Ock’s tentacles.

REVEAL Doc Ock, his tentacles still wrapped around him as restraints. May taps one of them, holds up a glass of water.

98.98.

By the windows, Electro stares out at the world.

Electro glances toward the storage room... THE ARC REACTOR.

99.99.

The Fabricator holds the new MICROCHIP cure for Doc Ock. Peter adds the final pieces, as Norman looks on.

The Fabricator HUMS. The chip is finished.

Peter grabs the finished chip and races out of the room.

Peter slides in with the new microchip, holds it up to May.

Peter starts bounding up the stairs, as May adjusts the holographic Iron Spider controls. Peter suddenly stops, takes off his magnifying glasses, and tosses them to May. They almost hit the controls--

Ock’s tentacles begin to lift him upwards, towards the second- story loft.

Peter reaches the second floor landing, Ock now suspended in front of the railing. As Peter approaches--

100.

Norman and Sandman look up from below as Peter tries to implant the new chip.

May, Norman, and Electro anxiously await the result, as Doc Ock continues to squirm.

CLOSE ON the new chip being gently attached to Doc Ock’s inhibitor chip. Ock passes out.

Electro looks up, waiting...

Ock GASPS, lifts his head. Amazed.

Ock’s tentacles lower him back to the ground. He stands tall.

101.

Electro looks on. Stunned. Disappointed. This decision is real now.

Peter jumps down from the 2nd floor landing.

Peter uses the holographic Iron Spider controls to release the hold over the tentacles. The nanotech reforms over Peter’s red and black suit, forming a HYBRID SUIT.

Ock holds out his hand to Peter.

Happy is speeding down the road. He calls Peter, gets his voicemail.

ON THE FABRICATOR as it manufactures more cures. Norman does his own calculations off to the side.

102.

Norman turns to face Doc Ock and smiles. As Ock grins back...

Electro and Peter sit at the kitchen table. Peter holds out Electro’s cure device.

Peter places the device onto Electro’s chest. IT ACTIVATES. Electro looks uneasy.

Peter points out INDICATOR LIGHTS on the device.

An awkward beat. An ALERT SIGNALS from the storage room.

103.

Peter walks off. Electro shifts, uncomfortable. He checks the indicator lights. BEEP... ONE GREEN.

Reveal Sandman watching from the windows.

BEEP... TWO GREEN. ANGLE ON Electro. Troubled. Changing his mind?

The Daily Bugle van screeches to a halt. J. Jonah gets out, approaches the Daily Bugle Lackey.

ANGLE ON the F.E.A.S.T. truck.

104.

Just inside, Lizard’s eyes narrow as he overhears.

As Peter works on his Sandman cure, he stops abruptly, looks around. SPIDER-SENSE GOING OFF.

Peter enters, Ock and Norman following.

Something’s definitely wrong. May comes down the stairs.

Electro and Sandman pick up on it too.

Peter searches, on alert. What is he sensing? Is one of them about to betray him? Where is the threat?

Peter closes his eyes and focuses on his SPIDER-SENSE when--

105.

THWIP! Peter WEBS NORMAN’S HAND to the robot arm of DUM-E!

Peter and May share a look of concern.

Off to the side, May quietly heads into the--

As she searches for the cures...

Back in the kitchen, Peter stares Goblin down.

May grabs the cures, one-by-one, and shoves them into her F.E.A.S.T. tote bag.

106.

Back in the kitchen--

May sneaks back in from the storage room, clutching the bag of cures. She nods at Peter -- she has them.

ANGLE ON Sandman, taking this in. Goblin turns to the others:

Electro looks down at his cure device. BEEP... another GREEN LIGHT.

ANGLE ON Electro and his cure device -- BEEP! Only one more light to go...

Electro looks at Norman, now really buying in...

107.

May breaks for the door with the bag of cures.

Electro RIPS the cure device off his chest, as Goblin tears free from the web holding him to DUM-E.

With a BOLT OF ELECTRICITY, Electro reaches towards the storage room--

CRASH! The ARC REACTOR tears free from the Fabricator, bursts through the kitchen wall, and flies into Electro’s hand... SURGING ELECTRIC CONTACT!

Goblin POUNCES on a distracted Peter. Freakishly strong. SMASHING him into the stairs.

Seeing this, Sandman disintegrates into a whirl of sand. Retreating.

May runs to the elevators, pressing the “down” button over and over...

Electro SURGES with arc power.

Lights throughout the condo building FLICKER ON AND OFF.

May looks up -- the hallway lights are flickering here too. As she pushes the elevator “down” button once more...

Doc Ock looks at Electro in horror.

108.

Electro unleashes a Stark-grade cascade of ELECTRICITY... blowing Ock back through the living room wall!

Ock tears through glass and steel before finally coming to a wrenching stop -- his tentacle arms gripping the side of the building.

J. Jonah directs his CAMERAMAN.

NEWS CAMERA POV: Doc Ock climbs away, disappearing into the night.

May heads for the emergency exit door, races downstairs.

Electro and the swirling cloud of sand that is Sandman approach the burst-open living room wall.

Sandman propels himself forward, Electro following after... transforming into a BEING OF PURE ELECTRICITY (like he was at the power lines, but different -- arc energy).

The shelter truck rocks violently. SLASH! SLASH! Lizard EXPLODES out of the hole he cut open and runs off.

POLICE and BYSTANDERS scramble for cover as Electro and Sandman take to the wind and fly off...

109.

Green Goblin SMASHES Peter through a window... but Peter FIRES a web and pulls himself back inside... only to be FLUNG through another window, out onto the balcony.

The overhead lights flicker as May hurries down the stairs.

Goblin pounces on Peter. Peter WEBS the balcony above to flip himself on top of Green Goblin... SMASHING him down to the balcony below...

Peter tries to WEB away--

Goblin grabs Peter’s leg and throws him through a window. CRASH! Peter is taking a beating.

The DAILY BUGLE HELICOPTER circles. Lights glaring. Capturing everything on camera.

CRASH! Peter is thrown THROUGH A WALL and into a hallway. Goblin KICKS through a door and steps out, looming over him.

Peter WEBS a table at Goblin. He knocks it away effortlessly.

Goblin PUNCHES Peter in the chest. Peter goes flying down the hallway, but recovers and CHARGES! He jumps on top of Goblin. Brutally PUNCHING, not holding back.

110.

Goblin smiles at Peter taking punch after punch. He LAUGHS maniacally.

Goblin effortlessly SMASHES Peter through the floor into the hallway below.

PETER’S POV: Green Goblin looks down at him through the hole in the floor, then disappears. Where is he going?

Peter struggles to his feet, hobbles towards a window, and WEBS it open. He’s blinded by the helicopter’s LIGHTS as he climbs outside--

Peter climbs up the wall to the floor above. He stops to catch his breath, looking down at all the damage below...

J. Jonah spots him.

ROAR! Lizard LEAPS onto Peter from above. They tumble down the side of the building.

Lizard clutches Peter by the throat--

--And HURLS him through a window. As Lizard takes off...

Goblin seizes Peter, SMASHES him against the ceiling and then down... through floor, after floor, after floor...

May emerges from the stairs, runs towards the front doors--

BOOM! Peter and Goblin CRASH through the ceiling, landing in the lobby. Goblin straddles Peter, strangling him.

111.

May pulls something out of the bag of cures -- the Green Goblin anti-serum!

Goblin squeezes harder -- Peter gasping for air...

May runs forward and STABS Goblin in the neck with the cure. Goblin SCREAMS! Peter GASPS! May staggers back, as Goblin pulls the cure device from his neck and throws it to the ground.

Goblin lands his foot on Peter’s back, slamming his head into fallen debris.

May grabs a metal rod from the wreckage, as Goblin grabs Peter, pulling his head back to whisper in his ear:

But May won’t leave Peter.

The WHIR of an engine as...

GREEN GOBLIN’S GLIDER hovers just outside.

Peter calls out to May, pleading--

112.

May clenches the metal rod, psyching herself up when--

CRASH! Green Goblin’s glider EXPLODES through the glass doors of the lobby... AND CUTS MAY DOWN!

Goblin leaps on top of the glider.

Goblin glances at May -- on the ground, but still moving. As Peter realizes what Goblin means...

CLOSE ON Goblin releasing a live pumpkin bomb. He tosses it towards May...

Peter leaps to catch it... barely managing to knock the bomb aside-- BOOM!

Goblin rockets away on his glider. Pumpkin bombs BLOWING the place to hell. When he’s done, the plaza is a fiery, smoky wasteland.

May gets up slowly. Groggy and covered in dust. Still clutching the bag of cures.

Peter sits up, weakened. Clutching his side in pain.

May stumbles through the smoke. Finds Peter and hugs him tightly.

She stumbles back. Peter catches her.

113.

He clutches his side, wincing. A beat as they catch their breaths, take in all the destruction...

May rests her hand on Peter’s chest.

114.

May notices something on her hands -- BLOOD. She drops to the ground.

LIGHTS. NOISE. DoDC SWAT TEAMS BURST out the back of their trucks. Weapons trained on the shattered building’s lobby.

Peter leans over a fallen May.

Peter looks at May’s side, holds up his hand -- it’s covered in her blood. His face falls.

115.

Peter calls out, frantic:

Peter turns back to May, holds her face in his hands.

May’s breaths slow. Her eyes glaze over. She falls still.

SCREECH! A car screams to a halt in front of the lobby, in between Peter and the incoming DoDC guys.

Reveal Happy in the driver’s seat. He turns, spots Peter and a fallen May.

Inside the lobby, Peter looks up--

Spots Happy in his car. They lock eyes. Instantly, Happy knows. His heart breaking.

Happy turns to face the DoDC, lifting his hands into the air.

116.

Happy is pulled from his vehicle. Slammed onto the hood.

Trembling with grief, Peter whispers to May:

He kisses her forehead.

The DoDC SWAT TEAM FIRES at Peter. He’s HIT, flung back from May...

Happy looks on in quiet horror as he’s led away in cuffs.

DoDC agents begin infiltrating the lobby...

But Peter’s already gone.

HOLD ON May, lying amid the rubble, as a single tear falls down her cheek.

OVER BLACK:

ANGLE ON the bag of broken cures on the ground, pelted by heavy rainfall.

117.

PULL BACK TO REVEAL Peter on a rooftop, watching the news play on a GIANT SCREEN in Times Square. Devastated.

A quaint home adorned with family photos and tchotchkes. Ned and MJ sit at the kitchen table, worried.

Ned’s LOLA drops off a plate of YEMA ROLLS and gives her grandson a hug.

Lola is now gone. MJ watches the local news on the living room TV while checking her phone for any updates from Peter.

MJ turns to Ned:

Ned checks his phone. (He wears Dr. Strange’s SLING RING.)

118.

MJ sighs, sits at the kitchen table. A beat as she looks at The Box in front of them.

Ned’s gesticulating (with the Sling Ring on his hand) causes SMALL SPARKS to appear!

Ned gesticulates, larger this time.

More SPARKS... a SMALL PORTAL OPENS... THEN CLOSES!

Ned and MJ stand, alert.

Ned psyches himself up, tries again. Even more forceful:

The PORTAL WIDENS! On the other side, a DARK FIGURE in an alley. ...Peter?!

Lola peeks around the corner and GASPS.

119.

MJ squints into the portal.

Ned and MJ start calling out:

The Dark Figure hears them, runs for the portal, and--

--JUMPS THROUGH, INTO THE ROOM, TO REVEAL IT’S SPIDER-MAN! But he’s wearing a different suit...

Lola SCREAMS!

Lola throws a pillow at Spider-Man, then hides.

Spider-Man pulls his mask off to reveal -- PETER PARKER (Andrew Garfield) from THE WEBB-VERSE!

120.

Lola peeks around the corner, as Webb-Verse Peter turns and studies the portal, geeking out.

Ned speaks aside to MJ:

MJ whispers aside to Ned:

121.

MJ turns to Webb-Verse Peter.

MJ throws a yema roll at him. She takes a defensive stance.

As she picks up another yema roll--

He JUMPS up and sticks one hand on the ceiling. Hanging there, feet off of the ground.

122.

MJ throws another yema roll at him.

She reloads with another. Webb-Verse Peter shakes his head and sighs, still hanging from the ceiling by one hand.

123.

Lola now stands in the room, speaking Tagalog. She points to Webb-Verse Peter. Ned translates for him:

Webb-Verse Peter crawls over and grabs the cobweb--

--Then drops back to the ground. Dusts himself off.

The PORTAL CLOSES behind Webb-Verse Peter. He stands there, shrugging like -- what now?

Ned turns to MJ:

Ned tries again -- swinging his hand in wide circles, as--

124.

MJ SHUSHES him. Ned continues to gesticulate.

Suddenly, a PORTAL OPENS BEHIND THEM. On the other side stands a FIGURE IN SILHOUETTE.

The Figure steps through the portal to reveal PETER PARKER (Tobey Maguire) from THE RAIMI-VERSE! In civilian clothes.

The PORTAL CLOSES behind him.

He spots Lola. She blushes and waves. He kindly waves back:

Then he pauses, notices Webb-Verse Peter across the room. They eye each other. Both sensing something. Two gunslingers sizing the other up...

Then, THWIP! THWIP! Webb-Verse Peter FIRES A WEB at Raimi- Verse Peter, who dodges it with super-human speed and... FIRES A WEB BACK. Webb-Verse Peter dodges, equally fast.

125.

They both flip mid-air and land.

Raimi-Verse Peter QUICKLY WEBS Webb-Verse Peter’s web slinger. Webb-Verse Peter nods, impressed.

Lola points about the room, giving a long, passionate speech in Tagalog. The Peters patiently wait for her to finish so that Ned can translate.

As she walks off...

Webb-Verse Peter starts cleaning up the kitchen, as Raimi- Verse Peter approaches MJ and Ned.

126.

Raimi-Verse Peter nods in agreement.

A glance of acknowledgment between the two.

Peter sits alone. The bag of destroyed cures next to him.

127.

Suddenly, Ned and MJ appear and wrap him in a hug. Peter collapses into them and sobs.

MJ gently pulls back--

Peter leaps up, sensing them...

Raimi-Verse and Webb-Verse Peter stare down from the school’s tower, silhouetted by the moon.

Peter takes a protective stance, guarding his friends, as Raimi-Verse Peter and Webb-Verse Peter swing down.

The other Peters’ faces say it all. Yes, we’re... you.

Peter reaches for The Box in MJ’s hand.

128.

Webb-Verse Peter nods.

Peter reaches for The Box again, but MJ gently pulls it back. She looks at Peter -- just hear them out.

129.

Peter is reeling. Struck by their losses. Their regrets. Their warning.

The three of them look at each other. How do they know?

The three Peter Parkers stare at each other, overwhelmed by this uncanny connection. Bound together across universes by those words.

The school at night. Lights blink on in a classroom.

The three Peters look over the broken cures. Ned and MJ watch from nearby.

Peter hesitates. He sets aside the cure for Goblin.

130.

Raimi-Verse Peter notices Peter’s conflicted look.

Raimi-Verse Peter walks off. Peter notices MJ watching him.

QUICK POPS:

-- A gloved hand grabs a metal water bottle.

-- SNAP! Another rubber glove is pulled onto a hand.

-- Plastic lab goggles are taken off their storage hooks.

-- WHOOSH! A bunsen burner ignites.

-- Several bottles of chemicals are pulled from their shelf.

131.

Everyone is hard at work. Ned rolls over to Raimi-Verse Peter.

Ned looks concerned. Will he do that??

Peter works on one of the cures. He turns to Ned:

Ned refuses to make eye contact. He starts the diagnostic on Peter’s laptop, then hurries off. What’s up with him?

MJ sidles up to Peter.

She nods. Peter sighs.

132.

MJ holds his face in her hands. A pep talk, as much for her as it is for him.

MJ leans her head against his. Peter relaxes into her.

ON WEBB-VERSE PETER, watching them with a tinge of longing. The kind of love he had... and lost.

Raimi-Verse Peter has noticed him watching Peter and MJ.

133.

Webb-Verse Peter reacts -- MJ?

All three turn at once.

All three point at each other: Him? Memes!

Peter moves to his laptop, spots the diagnostic results.

134.

A look between them. This is crazy, but we’re doing it.

Raimi-Verse Peter lowers his T-shirt collar to reveal he’s wearing his Spider-Man suit underneath.

Ned slides over CARTRIDGES OF WEB FLUID to Peter.

Raimi-Verse Peter raises his hand and FIRES A WEB FROM HIS BARE WRIST! The others all react in shock/disgust.

135.

He turns his laptop around, shows it to the other Peters.

The other Peters nod.

RAIMI-VERSE PETER WEBB-VERSE PETER

Yeah, we saw it. Yeah, he is.

136.

Webb-Verse Peter pats Ned on the back. Proud of him.

Over various establishing shots of New York City, J. Jonah Jameson goes live:

137.

ANGLE ON a TV in a restaurant window. Peter appears live on The Daily Bugle, FaceTiming with J. Jonah Jameson.

The broadcast plays across giant video billboards in Times Square.

NEWS BROADCAST: INT. DAILY BUGLE STUDIO - SAME TIME (NIGHT)

J. Jonah Jameson at his anchor desk.

Peter stands amidst scaffolding and plastic sheeting. He continues his FaceTime with J. Jonah.

Peter holds up THE BOX.

REVEAL he’s on top of... THE STATUE OF LIBERTY!

138.

Mid-renovation. CONSTRUCTION SCAFFOLDING engulfs the statue. Its oxidized copper now restored to a GOLDEN LUSTER. The iconic torch concealed... by a GIGANTIC CAPTAIN AMERICA SHIELD.

With that, Peter hangs up.

Peter leaps onto the crown of the Statue of Liberty, holding the Box. He scans the horizon.

Raimi-Verse Peter WEBS cures throughout the scaffolding, keeping them hidden and safe.

As he sets the final cure in place...

(NIGHT)

The calm before battle. Webb-Verse Peter and Raimi-Verse Peter hang around on the scaffolding.

139.

Raimi-Verse Peter’s back tenses up. He stretches.

Raimi-Verse Peter crosses his arms as Webb-Verse Peter CRACKS his back.

Webb-Verse Peter sets Raimi-Verse Peter back down.

140.

Webb-Verse Peter sits down, taking in the moment.

From his lookout post at the crown, Peter chimes in:

141.

142.

143.

ANGLE ON Peter at the crown. SPIDER-SENSES going off.

The Peters stand their ground. A storm brews. Lightning FLASHES...

Where’d that come from? ZAP! Electro bolts into view -- the ARC REACTOR mounted on his chest.

Peter pulls on his mask and swings off with The Box. He calls out to the other Spider-Men over their comms:

As Electro chases after...

144.

ON THE SCAFFOLDING, Raimi-Verse Peter and Webb-Verse Peter pull on their masks and swing into action.

Webb-Verse Spider-Man launches at Electro with the cure.

Webb-Verse Spider-Man WEBS out of the way, just before-- ZAP! Electro barely misses him.

He reaches a PORTAL by the crown, tosses The Box through to--

--MJ and Ned, at the ready. MJ catches The Box.

Ned starts moving his arm in circles, like before. But... THE PORTAL WON’T CLOSE!

145.

At the watery base of the statue... RAWR! Lizard LEAPS out of the water.

Electro continues to shoot electric currents at Webb-Verse Spider-Man, who dodges them. Drops down on the crown.

Webb-Verse Spider-Man sighs, drops his head.

Electro ZAPS a bolt -- flames licking Webb-Verse Spider-Man’s heels as he dives away.

REVEAL Raimi-Verse swinging by... Lizard hanging off his leg!

146.

Raimi-Verse Spider-Man KICKS Lizard loose -- sending Lizard SLAMMING onto the arm of a nearby crane.

Raimi-Verse Spider-Man drops down above him, quickly backpedaling as Lizard advances.

ANGLE ON Spider-Man on the scaffolding, watching as--

Webb-Verse Spider-Man FLIPS and WEBS his way around Electro’s pummeling bolts.

Spider-Man looks to the crane -- Raimi-Verse Spider-Man frantically crawls away from an approaching Lizard.

But before Spider-Man can help--

SLAM! Sandman’s MASSIVE FIST smashes into him... sending Spider-Man over the ledge of the scaffolding... where Sandman clutches him in mid-air.

Webb-Verse Spider-Man slingshots his way past them, Electro in hot pursuit.

On the crane, Raimi-Verse Spider-Man battles Lizard. Just as...

Spider-Man WEBS the crane, trying to pull himself out of Sandman’s tightening grip...

An unsuspecting Webb-Verse Spider-Man swings through--

147.

WHAM! He’s clotheslined by Spider-Man’s web, FLUNG backwards, PLUMMETING... Webb-Verse Spider-Man WEBS a new line--

--WHICH HITS RAIMI-VERSE SPIDER-MAN IN THE FACE! As he struggles to see, Lizard SLAMS him into the crane.

Webb-Verse Spider-Man quickly WEBS a new line, as Raimi-Verse Spider-Man rips the webbing from his mask.

Webb-Verse Spider-Man lands onto the crane. Electro approaches, calls out to Sandman:

Electro blasts Webb-Verse Spider-Man... but hits the crane instead -- CRACK! The crane comes CRASHING down...

Lizard and Raimi-Verse Spider-Man still battling onboard...

The crane SEVERS Sandman’s massive arm and head... which falls away... freeing Spider-Man from Sandman’s grip.

ANGLE ON the falling crane... Raimi-Verse Spider-Man WEBS off just before... Lizard rides it down... gets PINNED.

Electro continues after Webb-Verse Spider-Man... BLASTS him into the scaffolding!

On Sandman, angered by the loss of his hand and head. Now drawing sand from all over... creating a massive SANDSTORM.

Electro’s blinded by the whirling debris.

On the scaffolding above the storm, Spider-Man rips off his mask, catching his breath. Well, that didn’t go as planned.

Webb-Verse Peter and Raimi-Verse Peter quickly join him.

148.

149.

ZAP! A bolt of electricity amid the sandstorm.

As they begin to move off--

They all stop, turn back.

150.

Awkward, but they take that in.

The three of them share a determined look. Three Peters, united as one.

They pull on their masks and LEAP off the scaffolding--

THREE SPIDER-MEN SWINGING AS A TEAM! They land, one by one, on the Statue of Liberty’s crown. Just as--

Sandman, Electro, and Lizard rise directly across from them.

THREE SPIDER-MEN VS. THREE VILLAINS!

Electro chases Spider-Man, swinging through the scaffolding.

Sandman, now gigantic, chases Raimi-Verse Spider-Man through another part of the scaffolding.

Lizard chases Webb-Verse Spider-Man.

Webb-Verse Spider-Man grabs the SANDMAN CURE. Lizard LEAPS... pins Webb-Verse Spider-Man down.

Just then, Spider-Man swings by, Electro trailing.

151.

Webb-Verse Spider-Man throws the cure...

CAUGHT! But Electro ZAPS... hitting Spider-Man... who drops the Sandman cure onto the scaffolding below.

Elsewhere...

Raimi-Verse Spider-Man scrambles to evade Sandman, who is closing in... Spider-Man crawls inside the Statue of Liberty, climbing and webbing his way to the top...

But Sandman won’t give up the chase. Raimi-Verse Spider-Man sighs... WEBS to the top of the Statue of Liberty...

He’s inside the crown -- there’s nowhere else to go! Sand quickly flooding in all around him...

Arms of sand grab at Raimi-Verse Spider-Man, pulling him under...

Spider-Man rapidly climbs up the scaffolding.

But Webb-Verse Spider-Man is still pinned beneath Lizard... holding back his GAPING JAWS. He HEADBUTTS him.

KICKS Lizard back.

WEBS Lizard to the scaffolding.

152.

Lizard’s trapped. For now...

Lizard ROARS in anger, as Webb-Verse Spider-Man runs off...

He grabs the fallen Sandman cure, jumps off the scaffolding, and prepares to slingshot himself to the crown, when--

Electro appears, throws a BOLT--

Webb-Verse Spider-Man DODGES it just in time... FLINGING himself to the top of the statue. He throws the cure...

Spider-Man catches it! He tosses the cure through the open slots of the statue’s crown to...

Raimi-Verse Spider-Man, now completely engulfed in sand, save for his grasping hand, which... GRABS the cure, clicks the device on--

BOOM! A BLAST OF GOLDEN LIGHT!

The sand quickly retreats. Raimi-Verse Spider-Man pulls off his mask, gasping for air...

He watches as the sand continues to fall away, to reveal...

FLINT MARKO. A man once again. It worked!

FLASHES OF LIGHTNING! CRACKLING BOLTS! Electro grows with power, amplified by the ARC REACTOR on his chest.

Raimi-Verse Spider-Man joins the other Spider-Men on top of the crown.

153.

Electro GLOWS brighter, shakes his head.

Spider-Man WEBS the arc reactor. Electro easily RIPS the web away.

CRACK! Electro fires a huge BOLT of arc electricity at the Spider-Men. They all jump, landing on the nearby scaffolding.

THWIP-TWHIP-THWIP! The three Spider-Men simultaneously fire webs, attempting to secure Electro.

Spider-Man goes in for the cure... but is BLASTED by electricity!

Raimi-Verse Spider-Man jumps in... Electro effortlessly JOLTS him... sending him tumbling off the scaffolding.

Webb-Verse Spider-Man leaps forward, cure in hand. He too is SHOCKED by Electro... streams of electric currents holding him in place. Off his screams--

A sneak-attack from behind! Spider-Man leaps, but Electro deflects, SHOCKS Spider-Man straight into the Statue of Liberty. Spider-Man FREE-FALLS--

--Tumbling through construction netting, SLAMMING to a stop on the scaffolding below.

Elsewhere...

Lizard BREAKS FREE from the webs. He stops, hears Ned and MJ in the lab--

154.

Ned struggles to close the portal. Deep breaths.

Spider-Man spots Lizard CHARGING at the portal!

WHOOSH! Spider-Man SWINGS to the portal...

IN THE LAB, as Ned and MJ panic--

They take off running as Lizard LEAPS through the portal, CRASHING through the chairs and lab tables.

Spider-Man swings into the portal, KICKS Lizard back--

155.

Ned and MJ run for their lives. They have no choice but to head through the open portal onto--

THE STATUE OF LIBERTY SCAFFOLDING!

Lizard nearly has them... but Spider-Man pulls him back--

Spider-Man and Lizard battle it out... tumbling through the portal, back onto the Statue of Liberty scaffolding...

Lizard SLAMS Spider-Man down, races after Ned and MJ.

On Webb-Verse Spider-Man, still pinned in place by Electro’s surging power. As Electro laughs, Webb-Verse Spider-Man loses his grip on the Electro cure device -- it hits the scaffolding below--

--Where Raimi-Verse Spider-Man WEBS it! Readies for attack. When suddenly--

CLUNK! A tentacle arm GRABS him, swings him back. Raimi- Verse Spider-Man drops the cure, as--

CLUNK! Another tentacle arm GRABS Webb-Verse Spider-Man... Electro’s bolts still JOLTING through him.

CLOSE ON Doc Ock, rising into view behind Electro.

Off Doc Ock’s grin...

CLUNK! Electro looks down -- a third tentacle claw has LATCHED ONTO THE ARC REACTOR on his chest! It was a ruse to draw him closer, and it worked.

156.

Ock turns to face Electro...

Doc Ock releases the Spider-Men to the scaffolding below... retrieves the fallen cure...

On Electro as Doc Ock YANKS the arc reactor off him with one tentacle, and with another, SETS the ELECTRO CURE DEVICE in place!

A BLAST OF DISSIPATING ELECTRIC CURRENTS!

Electro no more. Now MAX DILLON. Cured.

On Ned and MJ, running for their lives from Lizard. Ned desperately tries to open a portal to some place else. Any place else.

Lizard jumps at them--

Ned manages to OPEN A PORTAL! To the bottom of New York Bay! WATER floods through... knocking Lizard back.

MJ grabs the Lizard cure device...

Lizard skids to a stop, water and broken scaffolding falling about him.

Spider-Man swings down to meet him, KICKS Lizard back--

MJ throws Spider-Man the Lizard cure...

RAWR! Lizard LEAPS forward... Spider-Man grabs the cure and SHOVES it into Lizard’s gaping jaws.

HISS! The gas is released. Lizard staggers backward, beginning to transform.

Ned and MJ watch, amazed. Then MJ grabs The Box from Ned.

157.

Ned quickly opens a PORTAL... a warm desert breeze blows in, as out of the Mirror Dimension steps--

DR. STRANGE. Glaring at Ned and MJ. Not happy.

Strange magics The Box out of MJ’s hands.

Dr. Strange walks forward to see...

Lizard transforming back into Dr. Curt Connors, Spider-Man at his side.

Strange reacts, surprised.

He turns to Ned.

158.

He walks off. Ned looks to MJ, in shock. Did Dr. Strange just give him an approving nod?!

One of Doc Ock’s tentacles gently drops Max Dillon onto the scaffolding. Webb-Verse Peter drops down beside him.

Max sighs, leans against a railing.

159.

Webb-Verse Peter nods. There probably is.

As Webb-Verse Peter helps Dillon to his feet...

Doc Ock examines the arc reactor in his hand.

Doc Ock turns to see--

Raimi-Verse Spider-Man pulls off his mask. A reunion.

They share a smile. Then a NOISE directs them towards--

160.

Dr. Strange emerges from a PORTAL near the crown, carrying The Box. Spider-Man drops down in front of him, takes off his mask.

Dr. Strange stops when he notices... RAIMI-VERSE PETER.

Webb-Verse Peter falls in -- all three Spider-Men in a row. Dr. Strange’s jaw drops.

A confused Raimi-Verse Peter steps in, looks to Dr. Strange.

Dr. Strange rolls his eyes, shakes his head.

This is all too much for Dr. Strange.

Peter turns to the other Peters:

161.

Raimi-Verse Peter turns towards that oh so familiar voice, his eyes WIDENING when he sees--

GREEN GOBLIN on his glider, silhouetted by the moon. He rockets down, lobbing volley after volley of PUMPKIN BOMBS!

Doc Ock deftly springs into action -- GRABBING BOMBS out of Dr. Strange’s path -- while the Peters quickly DODGE several EXPLOSIONS.

In the chaos, Goblin swoops down and--

STEALS THE BOX from Dr. Strange!

Peter turns to see--

THUNK! One of Doc Ock’s tentacles grabs onto the glider, holding Goblin in place, as--

Dr. Strange uses an Eldritch Whip to TAKE BACK THE BOX!

Furious, Goblin twists -- his glider SLICING through Ock’s tentacle arm! AGH! Ock shudders in pain, as Goblin jets off.

ANGLE ON Strange manipulating The Box with magic...

Suddenly, all three Peters sense it... something off about The Box... something inside. A PUMPKIN BOMB!

BOOM! The bomb detonates... THE BOX EXPLODES!

Fragments of debris hurled in every direction... followed by the swirling, spinning magic of...

THE BROKEN SPELL, unleashed and unstable!

162.

It RIPPLES through the Captain America shield, which BREAKS OFF--

--HURTLING through level after level of scaffolding... a crumbling avalanche of twisted metal.

A SCREAM! MJ falls backwards, tumbling off the collapsing scaffolding.

Ned tries to catch her, but LOSES HIS OWN FOOTING! He barely manages to grab a bent pole, dangling in mid-air...

ANGLE ON Peter, hearing MJ... he DIVES after her... reaching out... almost there...

WHAM! Green Goblin (on his glider) SLAMS into him, carrying Peter in the opposite direction!

MJ’s eyes go wide in horror as she plummets--

Webb-Verse Peter quickly reacts... swings down towards her--

--AND CATCHES MJ, just in time!

MJ gasps for air, adrenaline surging.

Overwhelmed with emotion, Webb-Verse Peter nods. Having just relived the worst moment of his life when he lost Gwen Stacy in THE AMAZING SPIDER-MAN 2. But this time, he prevailed.

163.

A BLAST OF MAGIC! The spell erupts, billowing outwards. DEEP, GLOWING CRACKS pierce through the night sky.

AHH! Ned loses his grip on the bent pole... plummeting, flailing in mid-air, when--

WHOOSH! He’s saved by THE CLOAK OF LEVITATION!

CRACK! The shield finally gives, RIPPING through the remaining scaffolding, SLAMMING onto the pedestal base, just as--

Raimi-Verse Peter WEBS Dr. Connors, Doc Ock, and Max Dillon, saving them from plunging to their deaths, as--

164.

Cloak gently lowers Ned to the statue’s base... where the shield ROLLS to a clattering stop at the water’s edge.

Atop Lady Liberty -- her TORCH no longer obscured. Dr. Strange floats above it, looking all around...

NEW RIFTS and OPENINGS SPLIT their way through the skyline.

He quickly sets to work, combating the onslaught of the Multiverse... SEALING one rift... then another...

Will he be able to hold back the tide?

BEEP-BEEP-BOOM! AGH! The two of them tumble, crash-landing across the FALLEN SHIELD.

The Cloak of Levitation drops Ned down and flies off.

MJ rounds the corner--

They run into each other’s arms.

Peter gets to his feet, concerned, looking around...

165.

MJ releases from the hug--

From the base of the Statue of Liberty, MJ and Ned look over to see...

Peter on the shield at the water’s edge. MJ waves.

He sighs in relief. Meanwhile...

Green Goblin JOLTS upright at the other end of the shield. The sun just beginning to crest the horizon.

Peter turns to face him, eyes narrowing, seeing red.

Green Goblin rises, rips off his goggles.

Enraged, Peter rushes at Green Goblin -- they CLASH! Peter PUMMELS him with a murderous intensity. Goblin breaks free -- SNICK! Releases his arm blades and swings them at Peter as they battle it out... Peter getting the upper hand, brutally beating Goblin back...

166.

At the base of the Statue of Liberty, Raimi-Verse and Webb- Verse Peter run forward to see--

Peter batters Goblin until he’s down on his knees... a barrage of punches... Goblin collapses to the ground, spent.

A quick look between the other Peters. We have to do something.

Peter lays into Goblin, who takes punch after punch after punch...

MJ and Ned look on with concern as--

Peter grabs Goblin’s glider, crashed at the base of the shield.

He drifts towards Goblin, murder in his eyes... lifts the glider over his head, about to bring the gleaming blades down on Goblin when--

RAIMI-VERSE PETER jumps between them, stopping Peter!

Peter screams, unrelenting...

A pleading look on Raimi-Verse Peter’s face. Don’t do this.

Slowly, gradually... Peter relaxes. A wordless understanding between the two Peter Parkers.

As Peter sets the glider down--

SHUNK! Raimi-Verse Peter’s face falls...

Goblin STABBED him in the back! Raimi-Verse Peter collapses.

167.

ANGLE ON Webb-Verse Peter. He rushes forward with the Goblin cure, spots the standoff on the shield...

Goblin staggers upright, eager for more. Taunting Peter.

Peter faces him, eyes narrowing.

As Green Goblin CACKLES with glee...

Webb-Verse Peter throws the Goblin cure!

Peter turns, grabs it--

SHUNK! HE STABS GOBLIN IN THE NECK!

Goblin staggers. Shocked. In pain.

CLICK! PETER INJECTS GOBLIN WITH THE ANTI-SERUM!

From the floor of the shield, Raimi-Verse Peter smiles with relief.

From the pedestal, Webb-Verse Peter sighs with relief.

Goblin falls back on his haunches, then... A look of recognition.

Norman sees Raimi-Verse Peter on the ground. Remembering everything. May.

168.

Webb-Verse Peter rushes to Raimi-Verse Peter’s aid. The latter realizes the former tossed the cure.

Peter joins them.

The three Peters share a moment. Then--

CHAOTIC RUMBLINGS FROM ABOVE!

High above the Statue of Liberty, the mangled spell continues... SHADOWY SILHOUETTES forming everywhere...

169.

Dr. Strange trembles from the strain of holding the Multiverse at bay. But try as he might, more and more silhouettes keep appearing.

Peter can clearly see -- they’re running out of time.

Peter WEBS to the top of the torch.

A beat as this lands on Peter. Then--

170.

Dr. Strange reluctantly nods, his heart breaking for Peter.

Peter moves to leave--

Peter stops, moved by the gesture.

Peter smiles back.

As Peter swings off, Strange chokes back emotion.

171.

Then he looks to the sky, the Multiverse unfolding. He begins to cast the new spell.

Webb-Verse Peter holds Raimi-Verse Peter up on his feet. Peter swings down to meet them.

The other two Peters smile.

Peter moves off, then quickly turns back. Hugs them.

A final smile between the three. More than just counterparts now. Friends.

172.

As Peter runs off, Raimi-Verse Peter winces.

Peter swings over to MJ and Ned. MJ sighs with relief.

A group hug. Then Peter pulls back, takes them in...

Peter notices a cut above MJ’s eye.

Peter holds MJ’s face in his hand, inspects her cut.

Peter struggles to find the words. ECHOING THUNDER from above. The new spell is quickly progressing...

173.

MJ and Ned’s faces fall as they realize...

MJ tries to catch her breath, as Ned’s eyes brim with tears.

174.

Peter and Ned do a bittersweet version of their special handshake from HOMECOMING. Then Peter pulls Ned into a hug.

They release from the hug. Peter turns to MJ.

Peter laughs, a small, knowing grin.

She takes him in, then--

Ned looks to the sky -- more RUMBLINGS as the new spell takes effect.

Peter turns to MJ. They don’t have much longer...

He pulls MJ into a kiss. Magic swirling above them, just as it did when the original spell was first cast in the Sanctum. Peter and MJ locked in embrace.

175.

Atop the Statue of Liberty, Dr. Strange maneuvers the new spell to override the broken one.

Arms around each other, Raimi-Verse Peter and Webb-Verse Peter watch as the magic takes hold.

Dr. Strange continues to direct the new spell, as...

Max Dillon FADES AWAY... then Octavius...

Norman DISAPPEARS...

Inside the crown, Marko EVAPORATES...

Connors VANISHES...

A WIDE SHOT of Dr. Strange floating above the Statue of Liberty, manipulating the radiating circle of the spell.

Raimi-Verse Peter and Webb-Verse Peter wave goodbye as they DISSOLVE into the ether...

BACK ON Peter and MJ, reluctant to let go...

176.

He makes the first move -- steps back, jumps up on a ledge. But before he webs off, he glances up at the Statue of Liberty--

--Where Dr. Strange, his new spell nearly complete, nods his own goodbye.

Peter looks back at MJ. The spell about to hit her, but she manages to mouth one last “I love you.”

Peter WEBS off just before the light of the completed spell washes over them...

A BLAST OF SPELL MAGIC! The sky clears. The new spell complete. All is calm.

As the morning sun rises over Lady Liberty...

J. Jonah Jameson reports live from his desk.

Peter walks down the street. This time, no one recognizes him.

Peter reads aloud to himself from a hand-written note:

177.

He stops outside the donut shop. Now with holiday decorations. Christmas lights. He enters...

Peter finds MJ, talking and laughing with an older customer, a STAN LEE LOOK-ALIKE.

MJ turns, looks up at him, and waves. He’s taken aback...

Until he realizes she was waving at Ned, who has just entered behind him.

Ned walks past Peter and sits at the counter.

As MJ goes for the coffee pot, she chats with Ned. Hands over a free donut.

178.

Ned looks back at his phone, scrolling.

Peter smiles. Happy to see them. Thrilled that they got in.

MJ slides Peter his coffee. ANGLE ON the cup: “We Are Happy To Serve You.”

Peter breaks his concentration from Ned, turns to MJ.

MJ is confused at first. But then she realizes -- he must have overheard her and Ned.

A flicker of déjà vu on her face, then, recovering:

179.

This gives him pause. Her new life.

Somewhat dazed, Peter pays for the coffee.

MJ brushes back her hair. He sees a Band-Aid above her eye -- her injury from the Statue of Liberty.

Peter pauses. The moment of truth...

But he just shakes his head and smiles.

Peter tucks his note back into his pocket.

Peter takes his coffee, looks over at Ned, then back at MJ.

He walks out the door.

HOLD ON MJ, watching Peter go with a lingering sense of... recognition?

180.

A cold winter’s day. Peter stands before May’s grave, sets down a flower. Reveal the grave is covered in them, placed in front of a tombstone that reads: “WHEN YOU HELP SOMEONE, YOU HELP EVERYONE.”

A figure approaches -- Happy. It’s clear he doesn’t recognize Peter.

They stare at the grave for a beat.

A beat as that lands on Peter.

Peter nods, then walks away, leaving Happy to pay his respects.

181.

Peter carries a box into a studio apartment. Turns on the light, takes in the barren space. His new home. A fresh start.

He opens a box containing a GED test study manual, sets out his personal effects... including the LEGO Emperor figurine from the Death Star set he and Ned built (and rebuilt) many times together.

Peter looks out the window. Snow falling on New York. He turns to his Spider-Man mask on the bed, grabs it...

Peter follows a New York police precinct app on his phone.

PRECINCT VOICE #1 (OVER PHONE) 4-3 Edward, do you need EMS assist?

PRECINCT VOICE #2 (OVER PHONE) Uh, negative, Central. We’re gonna need a car tow.

ANGLE ON a desk with a sewing machine. Scraps of red and blue fabric. Nearby rests the LEGO Emperor figurine and the coffee cup MJ gave Peter at the donut shop. He kept it.

In BG, Spider-Man slides up the window and leaps outside...

Spider-Man flips and rolls across a snowy roof in a BLUE AND RED SUIT (new for him, but reminiscent of suits he’s seen before). Spider-Man leaps and--

--Soars over the Rockefeller Christmas tree with a newfound sense of freedom. Liberated from having to juggle two lives. Peter Parker is no more, but Spider-Man lives on...