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                         WHAC-A-MOLE
          (aka Spider-Man: Across the Spider-Verse)




                         Written by

        Phil Lord & Christopher Miller & Dave Callaham




                          Based on

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



EPIGRAPH(S)




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

                                           - Blaise Pascal




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

                                                  - Sun Ra




Burn the s crolls.
                                                      - RJ




A person is a universe...
OVER BLACK

                       GWEN (V.O.)
             Let's do things differently this
             time. Like SO differently.

ON MILES...

Or, rather, a photo of him tucked into the bass drum of "THE
MARY JANES." We see the drum vibrating-- someone is hitting
it really hard -- but we don't hear that yet...

                       GWEN (V.O.)
             His name is Miles Morales.

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

                       GWEN (V.O.)
             He was bitten by a radi oactive
             spider...

FLASHBACK PANELS are inset on screen:

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

                       GWEN (V.O.)
             And he's not the only one.

Gwen getting bit...

                       GWEN (V.O.)
             He hasn't always had it easy...

Miles watching his uncle AARON die... Miles' dad JEFF
unwittingly pulling a gun on his own son...

                       GWEN (V.O.)
             And he's not the only one...

Gwen's dad GEORGE pulls a gun on Gwe n...

                       GWEN (V.O.)
             And now he's on his own...

Gwen and Miles say goodbye...

                       GWEN (V.O.)
             And he's not the only one.

ON GWEN - falling away from Miles until she disappears.
                                                          2.


                    GWEN (V.O.)
          You think you know the rest. You
          don't... I thought I knew the rest,
          but I didn't.

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

                    GWEN (V.O.)
          I didn't want to hurt him, but I
          did... And he's not the only one...

                            EM JAY (O.S.)
                            Yo! Def Leppard!
                  Gwen!!!
          Gwen!




INT. HIGH SCHOOL GYM - DAY

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

In the middle of BAND PRACTICE for The Mary Janes. EM JAY,
GLORY and BETTY stare blankly at their bandmate.

                    GWEN
          Is the song over? Seems over.

                    EM JAY
          Are you okay?

Ugh. Here we go...

                     GLORY
          You don't hang out, you don't want
          to talk --

                    GWEN
          I didn't join a band so I could
          talk about my feelings --

                    BETTY
          Well I did.

                    GWEN
          -- I joined it so I could hit my
          feelings with sticks!

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

                    GLORY
          If you don't tell someone what's
          going on you're gonna snap--

                            GWEN
          I'm fine.
                                                          3.


                    EM JAY
          That's not how someone who's fine
          would say that.

                     GLORY
          They'd say "I'm great, thanks, how
          are you?!"

                    GWEN
          I'm GREAT! Thanks!!!

Gwen knocks over the drum kit. So punk, right?

                    GWEN (CONT'D)
          How are you!?

... and storms off stage.

                     GLORY
          Fine...?

                    EM JAY
          Gwen, come on --

                    MJ
          I don't get you, man.

                    GWEN
          You're right!

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

                    BETTY
          I play drums.


EXT. CHELSEA - DAY

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

                    GWEN (V.O.)
          I always wanted to be in a band.
          Guess I just never found the right
          one.

She hurries into the subway...

                    GWEN (V.O.)
          In this line of work... you always
          wind up a solo act.
                                                         4.


... but you can't outrun a memory:

                    GWEN (V.O.)
           Before Miles, there was Peter...


INT. KITCHEN TABLE - NIGHT (FLASHBACK)

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

                    GWEN
          How many of these did you take?

                    PETER
          I think you look great.

A picture of Spider-Woman...

                    GWEN
          Is this... that dangerous menace?

                    PETER
          No. She seems like a good guy.

                     GEORGE
          Wh y wear a mask if you've got
          nothing to hide?

                    AUNT MAY
          Alright, no politics at the dinner
          table.

                    GWEN
          Thank you, May.

As the Parkers and Stacys say grace...

                    GWEN (V.O.)
          But they didn't really know me. And
          I didn't really know him either.


INT. SCHOOL - DAY (FLASHBACK)

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

                    GWEN
          Touch him again, Ned!

                    PETER
          Gwen, it's okay.
                                                          5.


Off his look, MATCH CUT TO --

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

                    GWEN (V.O.)
          ... until it was too late...

DAYS LATER--

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

                    GWEN
          Peter?

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

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

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

                    GWEN (CONT'D)
          What? No --

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

                    GWEN (CONT'D)
          No, what did you do?!

                    PETER
          I just, wanted to be special...
          like you... Gwen...

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

                    GWEN
          Gwen? Who's Gwen?

                    PETER
          Don't worry. Everything's gonna be
          okay...

                    GWEN
          Don't go --

                    PETER
          Everything's gonna be okay.
                                                            6.


His hand drops.

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

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

                    GEORGE
          Hey!! HEY!!!
              (then, realizing)
          Peter? Oh Peter...

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

                    GWEN (V.O.)
          I never really made another friend
          after that...


EXT. CHELSEA - RIGHT NOW

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

                    GWEN (V.O.)
          ... Except one. But he's not here.
          And there's no way to get there.

LOCAL NEWS COVERAGE HOVERS around her.

                    J. JONAH JAMESON (V.O.)
          Pressure mounts as Captain George
          Stacy leads the manhunt for Spider-
          Woman. Who is she? And why won't
          she show her fa ce?

George stands resolute before a crowd of reporters.

                    GEORGE
          I've known May and Ben Parker for
          twelve years. Peter Parker ate at
          my table. He was my daughter's best
          friend. And I will not rest until I
          find the Spider-Woman!


EXT./INT. STACY APARTMENT - LATER

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

                    GEORGE
          How's the band?
                                                         7.


                     GWEN
          Uh, yea great. I quit. So, y'know,
          thumbs up.

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

                    GEORGE
          We caught a break in the Spider-
          Woman case.

                    GWEN
          Oh? That's... good.

                    GEORGE
          We're close. I can feel it.

                    GWEN
          Me too.

Gwen gathers some clothes...

                    GEORGE
          It'll be good for us.

                    GWEN
              (under her breath)
          Don't be so sure...

                    GEORGE
          She killed your friend.

                    GWEN
          You don't know that.

                    GEORGE
          I do know that. I was there. She
          ran from the scene.

                    GWEN
          Maybe she didn't have a choice.

That stings.

                    GEORGE
          I got a job to do, Gwen--

                    GWEN
          It won't bring him back.

                    GEORGE
          I don't want to argue about this--

                    GWEN
          Yeah, I can tell.
                                                            8.


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

                       GEORGE
                 (taking a risk)
             Say... You too punk rock to give
             your old man a h--

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

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

                       DISPATCHER (OVER GEORGE'S RADIO)
             All units... possible superhuman
             event... Guggenheim Museum...

Of course.

                        GEORGE
                 ( an apology)
             Hey. This could be it.

                       DISPATCHER
             ... suspect is Adrian Toomes, also
             known as The Vulture...

The Vulture?...

                       GEORGE
             So, I'll uh, see you later?

Afraid so.

                       GWEN
             Cool.

IN GWEN'S ROOM - CONTINUOUS

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

                       YURI (ON SCANNER)
             49-20 on scene. It's a real mess
             down here. We're gonna need al l the
             help we can get.

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

... but instead she pulls down her mask...
                                                           9.


                    GEORGE (ON SCANNER)
          This's Captain Stacy, I'm five out.
          Need you to look alive. Good chance
          our girl shows up.

...and turns off the scanner. Yep.


EXT. NEW YORK CITY - NIGHT

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

... because down there? It's a MESS:


EXT. THE PEGGY GUGGENHEIM MUSEUM - NIGHT

Police everywhere. Choppers, the whole deal.

George bursts out of his squad car; Officer YURI WATANABE
immediately hands him a file with a picture of The Vulture --
or what he's supposed to look like, anyway...

                    GEORGE
          Yuri, explain to me how a guy with
          a forty foot wingspan just waltzed
          into the Guggenheim unnoticed?

                    YURI
          It's New York. Everyone's got their
          thing --

An explosion. Screams. A strange MEDIEVAL ITALIAN VOICE?

                    ADRIANO (O.S.)
          Arrivederci ragazzi!

                    GEORGE
          Know what he wants?

                    YURI
          Do you speak Italian?

                    GEORGE
          I'm an Irish cop.

                    YURI
          Maybe you love pasta or something.

                    GEORGE
          Everybody on my signal -- Look out
          for signs of Spider-Woman!
                                                         10.


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

                    GEORGE (CONT'D)
          Hey ymfghhmmf--

                    YURI
          Yep, we got our sign.

Gwen drops down.

                    GWEN
              (deep, accented voice)
          How's the manhunt for me going?

                    GEORGE
              (muffled)
          You're under arrest!

                    GWEN
          Good to know!

And with that she backflips into the


INT. GUGGENHEIM - CONTINUOUS

Where her acrobatics land in a SMOKY LOBBY:

                    GWEN
          Vulture!
              (shrugs)
          Screaming their name usually works.

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

                    GWEN (CONT'D)
          I guess that worked.

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

                    ADRIANO
              (medieval Italian accent)
          I am-a the Vulture! The pinnacle of
          man's genius!

Not Adrian Toomes but ADRIANO TUMINO -- and he looks like a
drawing from DaVinci's notebook.

                    GWEN
          You're not my Vulture. Are you...
          made of parchment?
                                                        11.


                    ADRIANO
          What cursed world have you brought
          me to--ARGHAHGASDFASDG!!!

He GLITCHES.

                    GWEN
          You're glitching, huh? Been there.
          Where you from bud?

                    ADRIANO
          I am an artist! An engineer!

                    GWEN
          Oh great. A renaissance man.

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

                    GWEN (CONT'D)
          Let me guess: You were having an
          espresso in some old timey Leonardo
          da Vinci-dimension and suddenly a
          portal opens up and you wind up
          here. Am I warm?

                    ADRIANO
          Yes, that's pretty much it.

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

                     GWEN
          Sidebar? Uh maybe you could stop
          making a mess of the art museum for
          no reason?

Vutlure points to a huge Jeff Koons balloon animal sculpture.

                    ADRIANO
          You call this art?!

                    GWEN
          We're talking about it, aren't we?

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

                    MUSEUM-GOER
          Ooh, that's cool.

                    GWEN
          I mean it's more of a meta-
          commentary on what we call art, but
          it's also art?
                                                         12.


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

                    GWEN (CONT'D)
          Oh look, it's your cousin.

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

                    GWEN (CONT'D)
          I wouldn't play with fire dude,
          you're kind of made of paper.

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

                    ADRIANO
          Ciao Ragazza.

                    GWEN
          This such a stupid way to die.

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

A HEXAGONAL PORTAL crowbars itself into the room.

A blinding LIGHTSHOW. A sub-woofing SOUND PACKAGE.

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

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

                    GWEN (CONT'D)
          I'm sorry, who exactly are you
          supposed to be?

                    MIGUEL
          It's classified.

                    GWEN
          You're The Blue Panther.

                    MIGUEL
          No.

                                             MIGUEL (CONT'D)
             GWEN
The Caped Blue-sader?           No. I'm--
Dark Garfield.                  No, stop--
Macho Libre!
                                                         13.


                    MIGUEL (CONT'D)
          I'm from another dimension.

                    GWEN
          You are?! Wow... actually I'm not
          confused.

                    MIGUEL
          My name is Miguel O'Hara. I lead an
          elite strike force dedicated to the
          security of the multi-verse--

A MIGUEL COMIC drops. A cool stylized intro begins...

... and immediately ends.

                    GWEN
          Actually, forget it. Can you go to
          any dimension you want with that
          watch?

                    MIGUEL
          It's much cooler than a watch.

                    GWEN
          Okay. Sensitiv e. Look, there's a
          big flying turkey from the
          Renaissance I have to bring to
          justice so if you don't mind --

                     MIGUEL
          It's alright, kid. I'll take it
          from here.

Gwen looks behind him...

                    GWEN
          Okay. Knock yourself out.

                    MIGUEL
          Why are you saying it like that?

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

                    MIGUEL (CONT'D)
          You're not funny!!

                    GWEN
          I don't know...

As Gwen and Miguel engage Vulture...

George le ads some cops into the main atrium. He looks up at
the three fighting. Typical super hero nonsense...
                                                         14.


                    MIGUEL
          Been really fun cleaning up your
          shocking mess by the way.

                       GWEN
          What mess?

                    MIGUEL
          Kingpin's collider!

                    ADRIANO
          What are you guys talking about?

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

                    GWEN (CONT'D)
              (to Miguel)
          We saved the multi-verse!

                    MIGUEL
          You left a hole wide enough for
          guys like him to randomly get shot
          into the wrong dimension.

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

                    MIGUEL (CONT'D)
          Now I'm stuck putting everybody
          back where they belong before all
          of time and space collapses. And
          don't even get me started on Dr.
          Strange and the little nerd back on
          Earth-199999.

                    GWEN
          Who's Doctor Strange? Sounds like
          he maybe shouldn't practice
          medicine --

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

                    GWEN (CONT'D)
              (deep, accented voice)
          Sorry Captain, can't talk right
          now.

                    ADRIANO
          Attenzione!

The Vulture laughs maniacally as he releases hundreds of Da
Vinci styled wooden drones...
                                                        15.


                     GWEN
               (to Miguel)
          So you want me to handle this one,
          or--

Miguel masterfully destroys the drones in one awesome swoop.

                       GWEN (CONT'D)
          Huh, okay.

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

                    MIGUEL
          Ay por dios! He's got hammerspace!*

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

                     MIGUEL (CONT'D)
          LY LA! Can you please, you know...

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

                    LYLA
          Nah, you gotta say it first.

                    MIGUEL
              (so quiet)
          Call for backup.

                       LYLA
          What?

                    MIGUEL
              (through gritted teeth)
          Call for backup.

                       LYLA
          C'mon...

                    MIGUEL
          Please just call for--

                    LYLA
          Yeah, I already called her.
              (off Miguel's wince)
          But I enjoyed that.

A NEW PORTAL emits a very rad and also pregnant JESS DREW,
SPIDER-WOMAN of Earth-332. She THROTTLES Vulture, stripping
his feathers off his back with the wheels of her badass
MOTORCYCLE...
                                                         16.


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

                    JESS
              (introducing herself)
          Spider-Woman.

                       GWEN
              (awed)
          Me too.

Gwen looks at Jess' belly.

                    GWEN (CONT'D)
          Are you? Uh...

                    JESS
          Oh this? We don't know the sex yet,
          my husband wants it to be a
          surprise. He's really corny, but SO
          hot.

                    GWEN
          Will you adopt me?

                                              GWEN (CONT'D)
            JESS
What?                           What?

                    MIGUEL
          GUYS!!! Can we focus on the big
          fire-breathing threat to time and
          space please?

                    JESS
          Yep yep yep yep yep yep.

Jess PEELS OUT.

Gwen swings and heels Vulture in the mandible. Damn.

                    JESS (CONT'D)
          What about her?

                       MIGUEL
          No.

                    JESS
          We could use the help.

                       MIGUEL
          No.

                    JESS
          Is it cause she called you Dark
          Garfield?
                                                           17.


                     MIGUEL
          No.

                    JESS
          Do you say anything but "no?"

                    MIGUEL
          No. ...yes.

                     JESS
          Why not?

                    MIGUEL
          You know why.

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

                    ADRIANO
          Take a good look at my greek fire
          from my backpack.

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

                     MIGUEL
          DON'T LET HIM OUT! He'll disrupt
          the canon!

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

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

                    ADRIANO
          Che meravigliosa bellezza.

                    MIGUEL
          You get used to it.

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

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

                    CHOPPER COPPER
          GO TO THE GROUND.

                    MIGUEL
          Will you get out of here?!

                    CHOP COP
          WE HAVE YOU SURROUNDED!
                                                           18.


                    MIGUEL
          But I'm a good guy!

                    CHOP COP
          YOU DON'T LOOK LIKE A GOOD GUY.

                    MIGUEL
          You're just gonna have to shut up
          and trust me!

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

                    CHOP COP
          MAYDAY! MAYDAY! CLEAR THE BUILDING!

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

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

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

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

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

                    MANSPLAINER
          Yeah, I think it's a Banksy.

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

                    MIGUEL
              (re: Gwen's moves)
          That's what I was gonna do.

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

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

Because GEORGE STACY has his GUN pointed right at her.

She tries to yank the weapon out of his hand -- but she's OUT
OF FLUID!
                                                          19.


                    GEORGE
          HANDS IN THE AIR!

                    GWEN
          Captain. Come on.

Her voice shakes. His hand does not.

                    GEORGE
          Suspect is armed.

                    GWEN
          With what? I'm out of webs.

                    GEORGE
          Get down on the ground.

                    GWEN
              (tries a joke)
          Which is it? Hands in the air or
          get down on the ground?

                    GEORGE
          You're under arrest --

                    GWEN
          I just saved a bunch of people!

                    GEORGE
          -- for the murder of Peter Parker.

                    GWEN
          Captain, come on, I --

                    GEORGE
          You have the right to re main
          silent. Anything you say --

                    GWEN
          You don't understand!--

He FIRES a warning shot in the air.

                    GEORGE
          You don't understand.

She's out of options.

A face off between his reality and hers.

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

Gwen takes off her mask.
                                                           20.


George takes a step back. Processing.

                    GWEN
          Dad... I've thought about telling
          you, but you can see why I didn't
          want to... I didn't murder Peter. I
          didn't know it was him. I didn't
          have a choice.

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

So he takes the easy way out:

                    GEORGE
          How long have you been lying to me?

                    GWEN
          Can you just not be a cop for a
          second and be my dad an d listen to
          me? Do you really think I'm a
          murderer?

No. Yes. He doesn't know what to say.

                    GWEN (CONT'D)
          You're in this to help people,
          right?

How could my girl...

                    GWEN (CONT'D)
          Well so am I. And the way to help
          right now is to listen to me.

My sweet girl...

                    GWEN (CONT'D)
          Please, you're all I have left.

...

                    GEORGE
          You have the right to remain silent-

                       GWEN
          What?

                    GEORGE
          Anything you say can and will be
          used against you in a court of l aw--

                    GWEN
          Are you really this afraid of me?!
                                                          21.


He barely holds it together.

                    GEORGE
          You have the right to an attorney--

                       GWEN
          Dad! Stop!

                    GEORGE
          Don't get any closer!

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

That's enough. Hardlight webs grab the gun as

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

                                          [Metaphor Alert - Ed.]

                       GWEN
          Dad!!!

Jess drops in and pulls Gwen towards her.

                    JESS
          Hey hey hey. C'mon. Just breathe.
          We got you. Right Miguel?

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

                    MIGUEL
          LYLA, scan t his mess.

LYLA scans the room.

                    LYLA
          No further anomalies. Canon remains
          intact.

Miguel activates a PORTAL and throws Vulture into it.

                    JESS
          We can't just leave her here. She's
          doing this on her own.

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

                    GWEN
          I don't know how to fix this.

Jess looks at Miguel. Into him.
                                                          22.


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

                    MIGUEL
          Yeah, well... join the club.

Miguel tosses Gwen a WATCH.

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

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

And our opening credits DROP.


TURN IT UP.

- A subway train rushes past.

- People waiting on the subway station.

- Folk s walking across the Brooklyn Bridge.

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


BROOKLYN - EARTH-1610 (MILES' DIMENSION)


INT. COLLEGE COUNSELOR'S OFFICE - DAY

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

Rio and Jeff sit before MS. WEBER, a COLLEGE COUNSELOR.

                     RIO
          I know he's just a sophomore but we
          want to get a jump on the college
          c onversation, so, I'm sure he's
          gonna be here. Any minute.

                    JEFF
          He's very serious about his future.

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


INT. BODEGA - DAY

A DING-DONG!
                                                         23.


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

                    SPOT
          Excuse me, do you have an ATM
          Machine?

                    LENNY
          Yeah, around here in the back.

                    SPOT
          Preferably not chained to the wall?

Spot stops in front of the ATM.

                    SPOT (CONT'D)
          Should be simple enough. Just make
          a hole, grab the money.

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

                    SPOT (CONT'D)
          Where are you money? C'mere--

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

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

                     PEDESTRIAN
          Hey, who left this ATM on the
          sidewalk?!

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

                    LENNY
          Yo! What you doin' back there, man?

                    SPOT
          Sorry, sir, I'll just be a moment--

Lenny comes at Spot with a BAT!

                    LENNY
          Get yourself out of here!

Spot evades by portaling in and out of the different aisles
like those Whac-A-Mole* games at arcades.
                                                          24.


                                         [*code name alert -Ed.]

                    SPOT
          Sir, please just let me rob you!

                    LENNY
          I'm going to rob your little
          spotted face.

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

                    SPOT
          Well see I'm a scientist -- or I
          was -- I am. You heard of Alchemax?
          Well, I used to work there... I was
          actually considered handsome by
          scientist standards... anyway I had
          a little ac cident --

The microwave BEEPS. A web THWIPS open the microwave.

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

                    SPOT (CONT'D)
          Sorry! First of all I'm not even
          robbing you, I mean this ATM
          machine doesn't even belong to you,
          right? This belongs to the bank!
          They're the real criminals.

                    LENNY
          You're the real criminal! You're
          robbing me!

                    SPOT
          I can't really get a job anywhere
          anymore being like this so I 've
          turned to a life of crime --

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

                    MILES
          Why do people say ATM Machine?
          The "M" stands for "Machine."

                    SPOT
          Spider-Man! AAAH!!

Spot stumbles backwards into one of his own holes and gets
portaled into the snack aisle.
                                                        25.


                    MILES
          Hey Lenny, how much I owe you for
          this beef patty, man?

                     LENNY
          Spidey, if you catch him, it's on
          the house.

Spot hops to his feat, excited.

                    SPOT
          Spider-Man. Wow. This is real!

                     MILES
          So... are you like a cow or a
          dalmatian?

                    SPOT
          I am...
              (dramatic pause)
          The Spot.

Miles LAUGHS.

                    SPOT (CONT'D)
          We meet again, Spider-Man.

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

                    SPOT (CONT'D)
          Oh that's funny to you?

                    MILES
          Of course not. So is that a
          costume?

                    SPOT
          Unfortunately for both of us, this
          is skin.

                      MILES
          Oh dang.

                    SPOT
          I'm from your past. You see, one
          year ago...

VVVVP!

                      MILES
          Hold up--

Miles gets a TEXT from DAD: "Where are you?!"
                                                           26.


                    MILES (CONT'D)
          Uh oh. Well this has been fun, but
          I really gotta wrap this up.

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

Lenny asses this from behind the counter:

                    LENNY
          Maybe just pay me now.


EXT. AVENUE OF PUERTO RICO - CONTINUOUS

As Miles runs out in pursuit of Spot...

                    MILES (V.O.)
          Ok, let's do this one last time.

A TITLE SLAPS on the screen.

                  "MILES MORALES"

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

                    MILES (V.O.)
          My name is Miles Morales. I was
          bitten by a radioactive spider. And
          for the last year and four months
          I've been Brooklyn's one and only
          Spider-Man.

Miles is drawn heroically on top of the Brooklyn Bridge.

                    MILES (V.O.)
          And things are going...grea t.

                                            BACK TO REALITY:

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

                    MILES
          Come on, man. You could hurt
          somebody!

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

                                            MILES' NOTEBOOK:

                    MILES (V.O.)
          Catching all sorts of bad guys...
                                                           27.


Miles fights various villains with ease!


                                          BUT NOT RIGHT NOW:

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

                    MILES
          Can't you just act like a regular
          supervillain so I can catch you?

                                                  NOTEBOOK:

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

                    MILES (V.O.)
          I designed my new suit, with some
          fly ambiance down the side.

The drawing of Miles approves.

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

                    MILES (V.O.)
          Aunt May moved to Florida.

- Miles at the Jeopardy podium.

                    MILES (V.O.)
          I guest hosted Jeopardy.

- Ad for baby powder with Miles in his Spidey-suit. "With
Great PowderTM Comes Great Responsibility."

                    MILES (V.O.)
          Endorsed baby powder.

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

                    MILES (V .O.)
          Apologized for endorsing baby
          powder...

                    MILES (ON T.V.)
          I made a mistake.

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

                    MILES (V.O.)
          My mustache came in... and out.

- Miles is back on the news:
                                                        28.


                    MILES (ON T.V.)
          I made another mistake.

- Miles grapples with a GIANT ROBOT.

                    MILES (V.O.)
          I'm developing a new twist on my
          venom thing.

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

                     MILES
          Sorry!

- Miles and his family watching TV together.

                    J. JONAH JAMESON (ON TV)
          New Spider-Man, you're a public
          menace! I miss the old Spider-Man,
          always loved that guy and I always
          said it.

                    MILES (V.O.)
          How much longer can I keep lying
          about who I really am?

                    RIO
          I hear that new Spider-Man is
          Puerto Rican.

                    MILES
              (awkward laugh)
          He seems more Dominican to me!

                    MILES (V.O.)
          I mean, would they get it if I told
          them?

Jeff and Rio HUG Miles...

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

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

                    MILES (V.O.)
          ... maybe in some other universe.

- Miles rests atop a CLOCK TOWER, looking out at the city.
                                                         29.


                    MILES (V.O.)
          Sometimes I just wish I wasn't the
          only one. But I don't dwell on it.

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

                    MILES (V.O.)
          I miss my Uncle sometimes...

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

                    AARON (FLASHBACK)
          Miles, I see exactly what you're
          doing here man.

                     MILES (V.O.)
          Even though he turned out to be the
          Prowler...

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

                    MILES (V.O.)
          I try to do what he told me...

          "Just keep going."

VVVP! DAD: "Where are you?!?"

                                           BACK TO REALITY:

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

DAD: "We're waiting!"

                    SPOT
          You're looking at your texts? You
          understand this is the fight of our
          lives right?

DAD: "THIS IS IMPORKAGE."

                    MILES
          Sorry sorry, just a second, man.

DAD: "*IMPFORFKANT."
                                                        30.


                    SPOT
          No! Go ahead. Take the call. You
          turn off your phone in a movie
          theater, but you don't turn it off
          when you're fighting me?

DAD: "*IMPORTANT!"

Miles texts back --


COUNSELOR'S OFFICE

                    JEFF
          "Inaminut." He wrote it all as one
          word. Cute, right? The youth.

Weber is... unmoved.


IN THE STREETS

Miles THROWS Spot onto the pavement.

                    SPOT
          Oh my nose! Ah that really hurt!

                     MILES
          Sorry, I just really gotta be
          somewhe re --

                       SPOT
          Sike.

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


IN THE COUNSELOR'S OFFICE

                    JEFF
          There's bubbles now, hold on...

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

                    JEFF (CONT'D)
          Still bubbles...
              (puts phone away)
          Y'know, I think it's probably okay.
                                                           31.


OUTSIDE

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

                    SPOT
          I think this is going great. We're
          finding our rhythm!

Another portal dumps them right into


FOAM PARTY - A HIPSTER COFFEE SHOP

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

                    SPOT
          I've been waiting for this moment
          for a really long time, so --

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

                    SPOT (CONT'D)
          Hey where did this goose come from?

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

                    KID WITH SPIDER-MAN MASK
          I don't think I want this costume
          anymore.

                    MILES
              (texting)
          Almost there, Mami, smiley face...
          prayer hands.

Miles sling-kicks Spot through a hole and onto a


EXT. ROOFTOP - DAY

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

                    SPOT
          I got you right where I--AOUGH!

... but Miles finally has the hang of this: he redirects
Spot's FIST back through the hole where it connects with
Spot's own temple-- THWAK!
                                                         32.


                      MILES (V.O.)
            At the end of the day...
            I'm Spider-Man.

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

                      MILES (V.O.)
            And no one can take that away from me.

He pats Spot on the head dismissively and swings away.

                      MILES
            Don't escape!

                       SPOT
            Unbelievable! Come back to the your
            nemesis!
                (then)
            Your costume's too tight in the
            back by the way.


INT./EXT. VISION ACADEMY - DAY

Miles swings through an open window and races through his

DORM ROOM

as he quick-changes into his school uniform.

                      MILES
            Yo, wassup, man?

His roommat e GANKE plays video games in bed.

                      GANKE
            I'm writing an essay.

                      MILES
            There's a bad guy on the roof of
            the Peterson building. Can you call
            the police, tell em to pick him up?

                      GANKE
            I don't know... sounds like a
            slippery slope.

                      MILES
            Just this one time?
                                                         33.


                       GANKE
             It's starts with one call, then
             it's walkie talkies, synchronized
             watches, in a month it'll be a
             spider signal. I'm not your "guy in
             the chair."

                       MILES
             Are those my Jordans?

Um. Maybe?

                       GANKE
             I can't help it if we're the same
             size!

Miles THWIPS his shoes right off Ganke's feet.


IN THE HALL

The coast is clear for Miles until

The BELL RINGS. Students flood the hallway.

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


IN THE COUNSELOR'S OFFICE

                       WEBER
             Every person is a universe. And my
             job is to capture your person's
             universe on this piece of paper.

Weber holds up the sheet.

                       JEFF
             That's blank.

                       WEBER
             Exactly. I have no idea who this
             kid is. I don't know if HE knows...

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

                       WEBER (CONT'D)
             And he's gotta decide if he's going
             to commit himself to his f uture...
             Or whatever he's doing instead of
             being here. Can't have your cake
             and eat it too --

... and bursts in, ALL SMILES...
                                                          34.


                    MILES
          Unless you bake two cakes!

                     JEFF / RIO
          Miles!

                    WEBER
              (writing)
          Interest in comedy...

                    MILES
          How's this going? College! Woot-
          woot!

                    JEFF
          Now son, what do we always say?

             JEFF (CONT'D)                     RIO
On time means five minutes        On time means five minutes
early --                          early --

                    MILES
          -- five minutes early, I know, I
          know. Look, I gotta get back to
          being a great student so can we
          make this quick?

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

                    WEBER
          Okay, Miles' grades are pretty
          good. A in AP Physics.

                    RIO
          That's my little man!

                    WEBER
          And AP Studio Art.

                    JEFF
              (proud)
          He takes after his uncle.

                    WEBER
          A- in English.

                    RIO
          She's a tough grader.

                    WEBER
          And a B in Spanish --

                    RIO
          WHAT?!
                                                          35.


             RIO (CONT'D)                      JEFF
Miles. Mira. Esto es              Are you trying to kill your
imposible. ¿Verdad?               mother?! Ok, it's okay, it's
                                  okay.

                    MILES
          Calmate Mami, eso no es my fault.

                     RIO
          ¿Qué es esto que "no es my fault?"
          ¿Estás tomando una clase en
          Spanglish?

                   MILES
         Mom, I just missed a few classes --

                   JEFF
         "Just a few classes." What's a few?

                   MILES
         I mean, y'know, like... five?

                    JEFF AND RIO
         FIVE?!

                   WEBER
         Actually six.

                   RIO
         You're dead.

                    JEFF
         A truant .
             (exasperated)
         Takes after his uncle.

                    MILES
          I just have a lot going on...

                    WEBER
          Alright, we can still salvage this.

                    JEFF
          I'm sorry, `salvage'?

                    WEBER
          Miles has a great story to tell.

                    MILES
          Having a story at all seems gross.

                    WEBER
          Your name is Miles Morales.
              (too much accent)
                                       36.


           MILES
Correct.

          WEBER
You grew up in a struggling
immigrant family.

          RIO
I'm from Puerto Rico. Puerto Rico
is part of America.

          JEFF
We own a floor in Brooklyn.
Struggling? I don't know about
struggling.

          WEBER
It doesn't matter -- you're all
struggling.

          JEFF
-- I make captain next week --

          WEBER
And now his dream is to attend the
top physics program in the nation --

          RIO
Whatever it takes, we'll do it.

          WEBER
-- at Princeton University.

          RIO
In New Jersey?! No. That's too far.

          MILES
New Jersey's too far from New York?

          RIO
There's great schools in Brooklyn.

          MILES
Princeton has the best quantum
researchers in the country.

          JEFF
    (trying to hang)
Quantum radiation, mmm hmm.

          MILES
They're moving electrons across
dimensional thresholds.
                                                      37.


                    JEFF
          Electrons, uh-huh.

                    MILES
          They're studying dark matter!

                    JEFF
          Yeah, I don't know what any of that
          means.

                    MILES
          I could help figure out how to
          travel to other dimensions.

                    JEFF
          Oh yeah that sounds like a really
          good fake job.

                    MILES
          Dad. When you were my age you
          followed your dream and went out on
          your own to start a business with
          Uncle Aaron, right?

                    JEFF
          That's different -- we used to--
          see, when you were bo rn -- plus
          your mom used to--

Rio glares at Jeff. Not gonna finish that sentence.

                    JEFF (CONT'D)
          Look, life is a journey.

                    MILES
          You all got me into this school
          because you thought I could do
          something special and now I think
          so too. And the special thing I
          want to do is this. There are
          people out there who can teach me
          the things I want to learn... but
          they aren't all in Brooklyn.

Rio and Jeff trade looks. This is a lot to swallow.

Weber SLAMS her hand on the desk.

                     WEBER
          That's your story!
              (then)
          Now, just stick to the script...
                                                        38.


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

HIS SPIDER-SENSE.

Miles squints out the window. Spot is free.

                    MILES (V.O.)
          Are you kidding me?

Miles jerks out of his seat...

                    MILES
          Ooh. I gotta go.

                    RIO
          !Ay Dios mío!

                    MILES
          You guys just keep talking. This is
          all great stuff.

                    RIO
          Miles, wait -- did you order the
          cake for tonight?

                    MILES
          Totally, y'know, call me! Uh, I
          gotta go, alright? Bye!

... and then he's GONE. Rio, chafed:

                    RIO
          This kid. I swear, what are we
          going to do with him?

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

                    DISPATCHER (OVER RADIO)
          All units. Supervillain event in
          progress, Brooklyn precinct south
          of 42 and --

                    JEFF
          I gotta go too.

                    RIO
          What, you're gonna leave too? Why
          am I still here?

                    JEFF
          I know. I'm so sorry. But we'll
          figure it out.
                                                        39.
                    JEFF (CONT'D)
              (selling it)
          Together.

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

                       RIO
          Wow.
              (to Weber)
          I'm so sorry.

                    WEBER
          He's lying to you.

                       RIO
          Jeff?

                    WEBER
          Your son. He's lying. And I think
          you know it.

Off Rio's look --


INT. MILES' DORM ROOM - DAY

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

                    MILES
          How's your essay?

Ganke is still on the bed playing video games.

                     GANKE
          Marina ting. This is part of my
          process.

                       MILES
          Oh really?

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

                    GANKE
          I think your guy got away.

                    MILES
          Thanks, I'm on it.

                    GANKE
          Yea you seem really stressed.

                       MILES
          I agree!
                                                        40.


                      GANKE
            You're stretched too thin, I've
            been telling you.

                      MILES
            Yeah, alright. Thanks for the tip.

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


WITH RIO

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

                      RIO
                (into the phone)
            That was bad.

                      JEFF (O.S.)
            I know.

WITH JEFF

as he RUNS out of the school --

                       RIO (O.S.)
            What is g oing on with this kid?

                      JEFF
            I don't know!!

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

                      JEFF (CONT'D)
            Spider-Man!

                      MILES
            Officer Morales! I mean --
                (deep accented voice)
            Officer Morales.

                      SPOT
            This is not what it looks like.
            He's assaulting me.

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

                      JEFF
            Hey! My kid goes here, man !
                                                        41.


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

                    JEFF (CONT'D)
          I'm on the PTA! You know how many
          lemon bars I gotta bake for that?

                    SPOT
          He left in the middle of a fight!

                    MILES
          I did not! It was at the end.

                    JEFF
          Are you serious?!

                    SPOT
          It was inconsiderate and super
          rude. And a little cocky.

As Miles and Spot engage in a weird slap fight:

                    JEFF
          You got me agreeing with the bad
          guy right now.

                    MILES
          Bad guy? He's barely a villain of
          the week!

                    SPOT
          What did you call me? You realize
          I'm right here.

                    MILES
          Everything is --

Miles and Jeff are sucked through a spot hole and


INTO A WATER TOWER

                    MILES
              (underwater)
          -- under control!

Another hole FLUSHES them out into...


EXT. COLLIDER S ITE - DAY

... the upper edge of a familiar construction site: ALCHEMAX.
The site of the COLLIDER from the first film -- aka the
source of this inter-dimensional mess. As Spot clocks a SIGN:
                                                           42.


                    SPOT
              (chuckles)
          Of course we'd end up back here...

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

                    JEFF
              (to Miles)
          Unbelievable. You know what? You
          are just like my son.

                    MILES
          I am?! Haha that's so silly! Wha--?
          Imagine that.

Miles looks up. Spot is running STRAIGHT FOR THEM.

                    SPOT
          ... back where it all STARTED!

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

                    SPOT (CONT'D)
          The crucible of our connection!

                    MILES
          Don't try to wow me with big words.
          I do the crossword every day.

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

... then opts for the stairs instead.

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

                    SPOT
          Is it all coming back to you?

                    MILES
          What are you tal king about?

                    SPOT
          The creation event!

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

                    JEFF (INTO PHONE)
          Yeah?
                                                          43.


                    RIO (OVER PHONE)
          Ok, we got cut off. This is our son
          we're talking about. Nothing is
          more important than family.

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

                     JEFF (INTO PHONE)
          I'm kinda in the middle of
          something.

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

                    SPOT
          Destiny brought us here! You see it
          now, don't you?

                    MILES
          I really don't?

                    SPOT
          I am your nemesis!

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

                    MILES
          Dude, you are not.

                    SPOT
          You really don't remember what you
          did to me... what I did for you?

                      MILES
          Uh... no.

                    SPOT
          I worked at Alchemax. I ran a test
          on this collider that brought a
          spider here from another dimension.

FLASHBACK into Spot's m emories --

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

- DR. JOHNATHON OHNN labels this spider 42 as Liv (Doc Ock)
watches over his shoulder:

                      LIV
          42.
                                                         44.


                    DR. OHNN
              (nodding)
          Its home dimension.

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

                    SPOT (V.O.)
          ... it escaped and bit you. My
          spider made you Spider-Man.

ON MILES taking this in.

                    MILES
          What?

                    SPOT
          You ran through the cafeteria.

                                                 FLASHBACK:

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

                    SCIENTIST (FLASHBACK)
          He took a bagel!

- Miles nails Ohnn in the head with a bagel.

                    SPOT (V.O.)
          You hit me with a bagel!

                                           BACK TO REALITY:

                    MILES
          I've hit a lot of different
          villains with a lot of diffe rent
          food.

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

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

                    SPOT
          You make your flippy, little sassy
          jokes and everyone loves them. But
          no one knows what it feels like to
          be on the other side.

                    MILES
          I'm just trying to lighten the
          mood.
                                                          45.


                    SPOT
          I created you. You created me.

                    JEFF
          Spider-Man, why'd you create that
          guy?

                    MILES
          I didn't! He's talking crazy.

                    SPOT
          I was in this collider room when
          you blew it up!

                                                 FLASHBACK :

- Miles BLASTS Kingpin into the collider, EXPLODING it.

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

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

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

                    SPOT (V.O.)
          Because of you, I lost my job, my
          life, my face! My family won't even
          look at me!

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

                                           BACK TO REALITY:

                    SPOT
          I made you into a hero! You made me
          into THIS. Look at me. You did this
          to me!

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

                    SPOT (CONT'D)
          Look at me! I'll make you respect m-

NOPE: Spot literally KICKS HIS OWN ASS into a portal.

                    SPOT (CONT'D)
          I am your nemes--!!

The portal closes up. He's GONE.
                                                          46.


                    JEFF
          Where'd he go?

                    MILES
          He... kicked his own butt.

                    JEFF
          Y'know we're supposed to CATCH the
          bad guys, right?

                    MILES
          I always do...

Jeff walks away.


EXT. COLLIDER SITE - CONTINUOUS

Miles follows Jeff out of the construction pit.

                    MILES
          ... usually.

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

                    JEFF
              (into walkie)
          Gutierrez, get the crane, man!

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

                     JEFF (CONT'D)
          Th is here is why nobody likes us
          man...

                      MILES
                (still in his weird low
                 `Brooklyn' accent:)
          Us?

                    JEFF
          I am trying to do right out here.

                    MILES
          I mean, I'm trying too.

                    JEFF
          And you need to be a better role
          model.

                    MILES
          I'm a great role model.
                                                        47.


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

                    JEFF
              (into walkie, staring at
               Miles)
          Gutierrez. Cancel the crane.

Jeff punts a traffic cone in frustration.

                    MILES
          Do you... want to talk about it?

                    JEFF
          Are you crazy?!

                    MILES
          Well, men of your generation ignore
          their mental health too long.

                     JEFF
          What am I even doing? `Cause no
          matter what I do someone always
          thin ks I'm blowing it.

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

                     MILES
          I know the feeling.
              (then)
          So, your son... how's he doing? You
          think he's gonna figure it all out?

                      JEFF
          Honestly?

                      MILES
          Yeah... ?

                    JEFF
          He's a good kid.

                      MILES
          Yeah?!

                    JEFF
          It's scary. He says these things
          that are so smart...

                    MILES
          Cool. Well, I should probably --
                                                        48.


                    JEFF
          And then he does things that are so
          stupid.

Damn.

                    JEFF (CONT'D)
          I just don't want him to mess it
          up.

                    MILES
              (muttering)
          Maybe get off the kid's ass --

                    JEFF
          I'm sorry what?

                    MILES
          What? I don't know?

                    JEFF
          And I hate that he's not being
          honest with me.

                    MILES
          Maybe he's scared to talk to you.

                    JEFF
          WHY WOULD ANYONE BE SCARED TO TALK
          TO ME?!!

                    MILES
          Uh -- I dunno.

                    JEFF
          It's just -- you think you're
          getting good at being a paren t, you
          think you got it licked, and then
          they go and grow up.

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

                    JEFF (CONT'D)
          I just don't want to lose him. You
          know?

                    MILES
          Well, as an objective observer with
          no skin in the game, I say, you got
          to let him spread his wings, man.

Miles stretches out his arms awkwardly.
                                                          49.


                       JEFF
             Yeah... I dunno.

Miles `casually' leans on the railing. Trying to save this.

                       MILES
             If this isn't nice, what is?
                 (Jeff stares at him)
             I should go.

                       JEFF
             Yeah, and catch that holes guy.

                       MILES
             Don't worry, I don't think that guy
             is gonna show his face again.

                                                   SMASH TO:


SPOT'S FACE

Such as it is. He finds himself floating in


LIMINAL SPACE

                       SPOT
             What? Okay...

An infinite BLANK PAGE. HOLES swirling everywhere.

                       SPO T (CONT'D)
             I think I kicked myself... into
             myself?

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

                       SPOT (CONT'D)
             Well this is new. Hellooooo. Hello!
             Echo, echoooooo -- no echo.

He floats toward a hole. Drawn to it.

                       SPOT (CONT'D)
             Hypothesis: I'm going to put my
             head in that hole.

He does...
                                                        50.


EXT. MANHATTAN - EARTH-1161 - DAY

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

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

                    SPOT
          Hello!

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

                    SPOT (CONT'D)
          Ow! Please! Ah! Ow! Stop it!

Spot retreats back to


LIMINAL SPACE

                    SPOT
          That was -- cool...
              (realizing)
          My holes can take me anywhere...


EXT. LEGO MANHATTAN - EARTH 13122 - DAY

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


INT. BODEGA - CHINATOWN, SAN FRANCISCO - EARTH-688 - NIGHT

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

                    SPOT
          Excuse me! H i. Sorry to bug you, I
          know you're busy.

                    MRS. CHEN
          What do you want?

                    SPOT
          I know it's weird I just came out of
          nowhere, but I think I'm becoming a
          transdimensional superbeing.

                    MRS. CHEN
          So?
                                                         51.


                    SPOT
          So? I'm literally splitting the
          fabric of space and time. For you
          it's just a Tuesday night. You're
          acting like weird stuff like this
          happens to you all the time.

You have no idea, pal.

                    SPOT (CONT'D)
          Can I have some gum?

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


EXT. COLLIDER SITE - DAY (EARTH-1610)

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

                    SPOT
          The power of the multiverse in the
          palm of my hand... my holes aren't
          a curse, they're the answer!

                    CONSTRUCTION GUY
          Can you stop talking about your
          holes? You're making everyone
          uncomfortable over here.

                    SPOT
          No, you're gonna love this! Look --

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

                     SPOT (CONT'D)
          I'm out of spots, wouldn't you know
          it. As you were, gentlemen...
              (then)
          I'm coming for you, Spider-Man!


EXT. LEGO MANHATTAN - SAME TIME

BRIAN DE PALMA ZOOM IN ON:

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

                    LEGO PETER
          Oh no.
                                                          52.


Peter hurries past a hopping mad LEGO J. JONAH JAMESON...

                     J. JONAH
           Tomorrow morning, Spider-Man, page
           one, a decent picture this time --

                     LEGO PETER
           Uh huh. You're absolutely right
           boss --

                                            LEGO PETER (CONT'D)
           J JONAH
Shut up.                          I'm sorry.

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

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

... into a BATHROOM...

                     LEGO PETER (CONT'D)
           God, I need a raise --

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

                     LEGO PETER (CONT'D)
           Beep boop beep!

Which activates a futuristic WATCH?

                     LEGO PETER (CONT'D)
           Miguel, it's Peter. We got an
           anomaly.

A hologram of Miguel pops up.

                     MIGUEL (HOLOGRAM)
           Thank you Peter. You're one of our
           best.
               (off mic)
           Jess, who's on this?


EXT. BROOKLYN / ROOFTOP PARTY - NIGHT

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

Rio weaves through the crowd, craning her neck.

                     RIO
           Have you seen Miles?
                                                           53.


                     PARTY GUEST
          No.

                    RIO
          ¿Has visto a Miles?

                     D.J. BENNY BIÉN
          Nope.

                    MARIA
          ¡Hermanita!

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

                    RIO
          Uh... what are you doing?

                    MARIA
          El speech para Jeff. ¡Speech!

                    RIO
          What? No, no, no no. I'm terrible
          at speeches --

Maria clangs her wine glass with a spoon.

                    MARIA
          Okay, everybody. ¡Todos! Hola
          todos!

                    JEFF
          Oh dear god no.

Too late. All eyes on Rio.

                    RIO
              (into mic)
          Um. Hi.

INT. ME XICAN PASTRY SHOP - SAME TIME

Miles, dressed as Spider-Man, dictates to LUPE...

                    MILES
          "... and I want you to know, no
          matter what, even though we've had
          our ups and downs, I am so proud of
          you today, and every day,
          parentheses, mostly, L.O.L -- P.S.--

                    LUPE
          Um, Mr. Spider-Man? It won't fit on
          one cake.
                                                           54.


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

                    MILES
          Can't you write smaller?

                    LUPE
              (all Brooklyn)
          Can't your write shorter?


EXT. ROOFTOP PARTY - SAME TIME

Rio stalls.

                    RIO
          Um, what else can I say about Jeff?
          That he was almost ten pounds as a
          baby. I know, you're embarrassed!
          I mean he almost killed his mother.
          Look at those shoulders...

                    JEFF
          Oh no. Okay that's it.

                    RIO
          ... he was a BIG baby...

Jeff pe els the mic out of her hands.

                    JEFF
          Ha ha. That's enough. That's it
          with the mic. No more mics for you.
              (back to the crowd)
          Thank you, Rio, for that...

                    RIO
              (sotto)
          Where is that kid?

EXT. MEXICAN PASTRY SHOP - SAME TIME

Miles backs out of the shop balancing TWO CAKES.

                    JEFF (V.O.)
          ... you know, I didn't always know
          what I wanted to do in life. I was
          pulled in a lot of different
          directions when I was young.

He tries to thwip home but his hands are full. Gotta take the
                                                             55.


INT. SUBWAY CAR - LATER

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

                     JEFF (V.O.)
           Me and my brother came up in this
           neighborhood, just couple
           knuckleheads running the streets.

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

                     ARMADILLO
           It is I, The Armadill--

Miles ZAPS The Armadillo and kicks him back to Queens.


BACK ON THE ROOF

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

                      JEFF
           Y ou used to chase us out of your
           stores, and now if you can believe
           it it's my job to look out for you.


ON MILES

Now getting into a TAXI.

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

                     JEFF (V.O.)
           And then I had a kid... and
           everything changed for the better.
           I don't even know about getting a
           toast `cause I should be toasting
           you all.

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

                     MILES
           "Courtesy of your --" Oh no. Wait!

                                                             NO!
                                                     NO NO
-- the cab drives off with the dang cakes.   NO NO
                                                           56.


EXT. BROOKLYN / ROOFTOP PARTY - SAME TIME

                      JEFF
            So to my brother, who we miss every
            single day, he -- is definitely up
            there laughing at me right now.

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

                       JEFF (CONT'D)
            They're making me captain, bro!
                (then)
            To my wife -- mi amor. I can't even
            start because I'll never stop.
            You'll have to take the mic from
            me.
                (laughs, then)
            And to my son...

He looks for Miles. He's... not here.

                      JEFF (CONT'D)
            The reason that I do any of this in
            the first place... I love you,
            Miles. And I will always, always be
            here for you.
                (then, covering)
            Benny man c'mon drop the beat!

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

                      RIO
            I'm gonna kill that kid.

ON MILES

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


THE PARTY

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

                      DISTANT FAMILY MEMBERS
            Hey Miles! / ¡Miles-cito ya luces
            cómo un hombre! / Hey you keeping
            your head up at that school?

                      MILES
            Heyyy / Hola...primo. / You know...
                                                         57.


                    SOME COUSIN
          Your parents are looking for you.

                    MILES
          I don't know why, I've just been
          here the whole time.

                     RIO
          Oye!

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

                     MILES
          Ah!! Hi.

                    RIO
          You were supposed to be here at
          five.

                    MILES
          I know but --

                    RIO
          You disrespected your dad! Missed
          his beautiful toast!

                    MILES
          Did you even see the cakes? There's
          some heartfelt messages on them.

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

                    MILES (CONT'D)
          That's... not what I meant.

                    RIO
          Your dad studied for eight months --

                    JEFF
          Nine. It was like giving birth!

                    RIO
          No it wasn't.

                    JEFF
          -- of course not --

                    RIO
          You made us sit in that office and
          talk to that lady without you.

                    MILES
          There was an emergency.
                                                         58.


                    JEFF
          What, a graffiti emergency? A
          partying with some friends I've
          never met emergency?

                    RIO
          Explain yourself.

                    MILES
          Sounds like you're explaining it
          pretty well.

                    RIO
          That's funny. Jeff, we got a funny
          son.

                    JEFF
          I'm not laughing.

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

                    MARIA
          ¡Hola! ¡Mira que familia tan
          hermosa!

                    RIO
              (fake smiling)
          Hey, chica, ¿Cómo tú estás?

                    MARIA
          Oh, pero mira que grande está!

Mari a pinches Miles' cheeks like a baby.

                    MILES
              (mouth squeezed)
          I don't feel grown up...

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

                    MARIA
          Wow! This is a cool shirt! ¿Qué es
          eso, un wetsuit?

Miles peels away from Maria, makes his getaway --

                    MILES
          Hey've you checked out the spread?

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

                    RIO
          Who are you running around with
          anyway?
                                                    59.


                    JEFF
          Is it Ganke? I never liked him.

                    MILES
          Yes you did!

                    JEFF
          He calls me by my first name.

                    RIO
          We hate that.

                    MILES
          I have more friends than just
          Ganke.

                      JEFF
          Like who?

                    MILES
          Um... well, there's Peter. But he
          left town. There's... Gw--anda,
          y'know, she... also left town.

                    RIO
          Miles, por-- dame un break.

                    MILES
          Is that Spanglish?

Well that certainly wasn't worth it.

                    MILES (CONT'D)
          Has it ever occurred to you that
          maybe I'm j ust doing benign private
          unremarkable things when I'm not
          with you guys?

            JEFF                              RIO
Nope.                           Never.

                    MILES
          I am 15 years old! I am basically
          an adult!

                    RIO
          Oh right, right!

                    JEFF
          You don't even have a driver's
          license!

                    MILES
          Neither does mom!
                                               60.


                    JEFF
          `Cause we live in New York and
          never plan to leave.

                    MILES
          It's my life!

                    RIO
          It's not your life. It's mine, and
          your father's, and your abuelos' y
          abuelas' who put you in this spot
          that I'd give anything to be in.

                    MILES
          Alright. Whatever.

Too far. Way too far.

                    RIO
          What... EVER?!

                       JEFF
          Wowwwwww.

                       RIO
          WHATEVER?!

                    JEFF
          Do I get to say it? Please tell me
          that I can say it.

                       RIO
          Say it.

                    JEFF
          You're grounded!

                    MILES
          What?! For how long?!

                       JEFF
          A month.

                    MILES
          Dad. Mom. Are you--? Seriously?!

                    JEFF
          Dead serious.

                    MILES
          You don't understand!
                                                          61.


                    JEFF
          You're right! I have no idea what's
          going on with you! So why don't you
          tell me?!

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

                    MILES
          JUST LISTEN TO ME!

                    JEFF
          Okay, champ. You got it. Say
          whatever you wanna to say. WHAT DO
          YOU GOT TO TELL ME SO BAD?!

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

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

                    MILES
          You know what... never mind.

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

                    JEFF
          Alright, walk away, because now you
          got TWO months!!!
              (to Rio)
          That was good... right?

Off her look we throw to


INT. MILES' CHILDHOOD BEDROOM - MOMENTS LATER

Miles slams the door and SINKS to his ankles.

                    MILES
          Two months. Pff. I'm Spider-Man.
          I'm not grounded.

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

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

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

... which is why he does not see the contents of his room
beginning to float and spin around him.
                                                        62.


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

Miles...you gotta minute?

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

GWEN. Right there in the middle of his ceiling.

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

                    MILES (CONT'D)
          How did you get --

-- and shrink-wraps him in a HUG.

                    MILES (CONT'D)
          How... have you been?

                    GWEN
          Uh, I've been... Good! Yeah, uh,
          just great -- Look at you! You
          grew, huh?! Had a little growth
          spurt?

                    MILES
          Yeah. Your hair has gotten...
          pinker.

                    GWEN
          Is this the room you grew up in?

Miles desperately hides toys, stuffed animals, pencil toppers-

                    MI LES
          It is, but my dorm room is very
          adult.

Gwen finds a BOXED ANIME ACTION FIGURE on his shelf.

                    GWEN
          Cool, yeah, I used to play with
          these when I was younger too --

                    MILES
          That's a collectable...

                    GWEN
          Oh, I used to have this one!

                    MILES
          Actually an extremely rare, highly
          sought after--
                                                      63.


                    GWEN
          Wait, why is it still in the
          package?!

Gwen RIIIPPPPS! open the packaging.

Miles MUFFLES a SCREAM.
                    MILES
          That's fine.

No it's not, but no time to mope because OH NO:

                    GWEN
          Are these your drawings?!

                    MILES
          What? No --

YUP. She's got the SKETCHBOOK.

                    GWEN
          Wow, they're good!

They're... all sketches of GWEN.

                    GWEN (CONT'D)
          Wow... there's... so... many.

She tosses the journal at him with a smile.

                    GWEN (CONT'D)
          Missed you too.

                    MILES
          So what are you doing here? I mean,
          I thought I'd never see you again --

                    GWEN
          Wanna get out of here?

Oh how he would. But --

                    MILES
          I'm... grounded.

                     GWEN
          Bummer.

She backflips out his open window.

Miles rushes over to find her effortlessly standing
horizontally on the building.
                                                         64.


                    GWEN (CONT'D)
          Is Spider-Man grounded?

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


MOMENTS LATER

A RAP on MILES' DOOR.

                    RIO (O.S.)
          Miles? Your dad's ready to listen
          now...

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

                    JEFF
          THAT'S THREE MONTHS!


EXT. BROOKLYN - GOLDEN HOUR

Miles barely keeps up with Gwen, SWINGING freely.

                     MILES
          Wait, hold on. There's an elite
          so ciety with all the best spider-
          people in it??

                    GWEN
          Okay, so there's this lady, Jess
          Drew, she rides a motorcycle --

                    MILES
          Motorcycle?

                    GWEN
          Oh my gosh I'm learning so much
          from her.

                    MILES
          Yeah I've learned a lot of stuff
          too. Leveled up my whole thing.

                    GWEN
          Oh yeah? Let's see it then.
              (a challenge)
          Thread the needle!

Gwen dives between two trucks. Miles follows, narrowly
avoiding a THIRD TRUCK -- GAHHH!!!
                                                        65.


                    MILES
          Easy!

                    GWEN
          And Miguel, the whole thing was his
          idea.

                    MILES
          Right. And... who's Miguel?

                    GWEN
          He's like a ninja/vampire Spider-
          Man, but a good guy?

                    MILES
          A vampire good guy? I'd pay good
          money to see that.

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

                    MILES (CONT'D)
          So how long ago did they invite
          you?

                    GWEN
          Uh only, like, a few months ago.

                    MILES
          Months is kind of a lo ng time...

                    GWEN
          Okay, this one counts for two.

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

                    GWEN (CONT'D)
          Look at you.

                    MILES
          Look at me.

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

                    MILES (CONT'D)
          Keep the change!
              (back to Gwen)
          So this club --

                    GWEN
          Look at that dumb-dumb --
                                                         66.


-- a purse thief down below:

                    GWEN (CONT'D)
          Guy in the stripes, ten points.

As they easily foil the crime...

                    MILES
          -- what kinda stuff do you do?

                    GWEN
          We're trying to keep the multiverse
          from collapsing.

                    MILES
          I thought we did that already.

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

                    GWEN
          Last week we had this mission to
          some Shakespeare dimension -- and
          Hobie and I just like --

                    MILES
          Wait, who's Hobie?

                     GWEN
          Oh my gosh you 'd love him! He lets
          me crash in his dimension
          sometimes.

WHAT?!

                    MILES
          What does that mean? You stay
          overnight? Or...

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

                    GWEN
          Anyway, listen, they're pretty
          strict about where I go or I really
          would have come to see you sooner.

                    MILES
          Right. So, uh, why'd you come now?

They're standing casuall y on the side of a moving subway. A
kid inside the train won't stop licking the window.
                                                        67.


                    MILES (CONT'D)
              (to kid)
          Don't -- don't do that.
              (turns back to Gwen)
          Hey, Uh... Gwen?

But she's already gone.

                    MILES (CONT'D)
          Where'd you go?

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

Gwen leaves it, catches up with Miles:

                    MILES (CONT'D)
          Hey, there you are. Whatcha doing?

                    GWEN
              (playful)
          Waiting for you.

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

We know this man. IT'S SPOT.


EXT. CLOCK TOWER - EARLY EVENING

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

                    GWEN
          This is a cool thinking spot.

                     MILES
          Right? I mean who needs a treadmill
          wh en you have the Williamsburg Bank
          Building?

                     GWEN
          That's so interesting -- in my
          universe it's called the
          Williamsburg Bank Center.
              (then)
          Interesting was the wrong word.

                    MILES
          So, uh, you and your dad -- you
          still haven't talked?
                                                         68.


                    GWEN
          What exactly would we talk about?
          "Hey Dad, how have the last few
          months been? You still think I
          murdered my best friend?"

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

                    MILES
          I mean, I don't know... my parents,
          maybe if I told them --

                    GWEN
          Don't. Trust me on that.

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

Miles approaches...

                    MILES
          Well... maybe some things are
          supposed to be just for us.

                    GWEN
          Mm. That's a nice way to think
          about it.

                    MILES
          I'm just a really emotionally
          intelligent guy. Beyond my years.

Gwen laughs softly. He's got her number, too.

                    GWEN
          It really is always so great to
          talk to you.

                      MILES
          Yeah?

He moves closer.

                    GWEN
          Yeah. I mean, how many people can
          you talk to abo ut this stuff?

                    MILES
          You don't even know.

They both feel it. Something between attraction and kinship.

Gwen wants to say something but isn't sure she should.
                                                      69.


                    MILES (CONT'D)
          What?

                    GWEN
          You're the only friend I've ever
          really made after Peter died.

                    MILES
              (playfully)
          Other than Hobie, right?

                    GWEN
          That's different.

                    MILES
          Yeah? How's that?

                    GWEN
          I don't know... you and me, it's...

                    MILES
          We're the same.

He nailed it. It's more than attraction.

                    MILES (CONT'D)
          In the important ways, y'know?

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

                    GWEN
          In every other universe, Gwen Stacy
          falls for Spider-Man.

Miles' hand inches closer.

She sees it. She sees all of it.

                    GWEN (CONT'D)
          And in every other universe, it
          doesn't end well...

His hand stops.

                    MILES
          Well... there's a first time for
          everything, right?

She brightens.

Around him, it all seems possible.

She leans against his shoulder.
                                                         70.


So much warmth between them.

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

Who would ever want this to end?


EXT. WATER TOWER - MILES' ROOF - NIGHT

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

                    GWEN
          Mmmm. Wow. Feelings make me hungry.

                    MILES
          Oh yeah. These plátanos are just
          deep-fried feelings.

DOWN AT THE PARTY

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

                    RIO
          She looks old enough to vote. I bet
          she doesn't even speak Spanish.

                    JEFF
              (mediocre pronunciation)
          ¡Que barbaridad!

Rio winces. He's trying, at least.


BACK ON GWEN AND MILES

Miles examines Gwen's watch with envy.

                    MILES
          This thing keeps you from glitching
          in other dimensions?

                    GWEN
          Yeah, it's pretty cool.

                    MILES
          What's it gonna take for Miguel
          O'Hara to notice Miles Morales?

                    GWEN
          I'll put in a good word.
                                                         71.


                    MILES
          I'm just saying, if I had a watch I
          could come with you. I did save the
          multi-verse!

                    GWEN
          Miles, look, it's a really small
          elite strike force.

                    MILES
          I can turn invisible...

                    GWEN
          There's just--

                    MILES
          I have like, electric powers--

                    GWEN
          There aren't a lot of slots.

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

                       MILES
          Ah, right.

                    GWEN
          Look, if it was up to me--

                    MILES
          I know, I kn ow.

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

                    GWEN
          No! Don't do that! Miles!

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

                    GWEN (CONT'D)
          It's just, uh, really delicate.

                    MILES
          Alright, jeez.

                    GWEN
          Sorry, I didn't mean to snap.

                    MILES
          Okay. I'm sorry. It's --

CLONK CLONK CLONK CLONK CLONK up the water tower comes
                                               72.


                       RIO
          Hello! Hi.

Oh god.

                       MILES
          Oh boy.

                    RIO
          I'm Miles' mom.

                    GWEN
          Rio! I've heard so much about you!

                    RIO
          You're using my first name, okay.

She hands Gwen back The Sweater.

                    RIO (CONT'D)
          This is nice. We found it in
          Miles's room. So, I guess you must
          have been there.

Jeff struggles up over the little ladder.

                    GWEN
          And you must be Jeff.

                    JEFF
          She called me Jeff. You must mean
          Lieutenant Morales. Soon to be
          Captain Morales.

                    GWEN
          Ay, Captain...

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

                    MILES
          Gwanda and I are friends from
          school.

                    GWEN
          Yeah we were just catching up.

Gwen throws her hand on Miles' back.

                    RIO
          Aw... don't take him from me!

                       MILES
          Mom!
                                                            73.


Gwen takes her hand off Miles' back.

                    RIO
          I'm just kidding. He's grounded so
          you can't. Don't break his heart.

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

                    GWEN
          Shoot! I have to go.

                       MILES
          Really?

                    GWEN
              (re: watch)
          I, uh, forgot to get my steps in.
          Really wish I could stay longer.
          I'm sorry. Goodbye!

Gwen holds out her hand for a brutally formal handshake.

                       MILES
          Yeah, bye.

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

Again.

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

                    MILES (CONT'D)
          I can hear you being quiet, Mom.

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

                    RIO
          I hope I didn't "ice your game,"
          man...

Jesus.

                    MILES
          No one my age says those words in
          that order, mom.

                    RIO
          It's just hard to see my little ma n
          not be my little boy all the time.
              (then)
                                                        74.
                    RIO (CONT'D)
          Papa, you know you can tell me
          anything. No hay mentiras entre
          nosotros.

                     MILES
          Well...

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

                    MILES (CONT'D)
          I'm...
              (never mind)
          I'm sorry I was late.

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

                     RIO
          Go.

Huh?

                    RIO (CONT'D)
              (swallowing hard)
          She seems like a... nice girl.

                    MILES
          Is this a trick?

                    RIO
          It's not a trick, jeez.

Rio grab s his jacket.

                    MILES
          What are you --?

                    RIO
          Let me fix you, just --

She straightens out his clothes.

                    RIO (CONT'D)
          For years I've been taking care of
          this little boy, right? Making sure
          he's loved, that he feels like he
          belongs wherever he wants to be. He
          wants to go out into the world and
          do great big things, and what I
          worry about most is... they won't
          look out for you like us. They
          won't root for you like us.

He looks at her. Her strong eyes filled with worry.
                                                        75.


                       RIO (CONT'D)
             So, here's the deal: Wherever you
             go from here, you have to promise
             to take care of that little boy for
             me. Make sure he never forgets
             where he came from. And he never
             doubts that he is loved. And he
             never lets anyone at those big
             fancy places he's gonna be in tell
             him that he doesn't belong there.
             And when he comes home... and he
             better come home... you're gonna be
             early and you're gonna be h olding a
             normal nice cake.

                       MILES
                 (laughs)
             Yeah, okay.

                       RIO
                 (she's serious)
             You gotta promise, Miles.

                          MILES
             I promise.

                       RIO
             Just... don't get lost. ¿Me oyes?

                          MILES
             Alright.

                          RIO
             Cool.

                       MILES
             Bendición, mami.

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

                        RIO
             Que Dios te bendiga.
                 (then)
             Now go, get out here.

As he starts to go --

                       RIO (CONT'D)
             And when you come back, you're
             still grounded.

He LAUGHS.
                                                           76.


                    RIO (CONT'D)
          Ha ha, yeah I'm smiling like it's a
          joke, but it's true.

                    MILES
          Yeah, I figured. See ya later. With
          a cake.

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


EXT. FIRE ESCAPE - CONTINUOUS

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


EXT. BROOKLYN APARTMENT BUILDING - NIGHT

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

                    GWEN
          Shoot.

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

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

SPOT'S APARTMENT

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

                    GWEN (CONT'D)
          Shoot .

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

                    GWEN (CONT'D)
          Shoot shoot shoot shooooooot...

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

The spider that bit Miles.

                    GWEN (CONT'D)
              (into watch)
          Show me what happened.
                                                        77.


                    WATCH VOICE
          Replay commencing...

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

                    SPOT (HOLOGRAM)
          I need more spots! It was right
          under where my nose would've been.

                    MILES (V.O.)
          Shoot.

                    SPOT
          I just need a little bit more
          dimensional juice -- never did come
          up with a good name for that --
          branding was ne ver my strong suit.

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

                     SPOT (CONT'D)
          ... if I connect the city power
          line to my micro-collider
          prototype... it could generate a
          little more concentrated dark
          energy....

                    GWEN
          Shoot!

                    SPOT
          I just need enough to get me
          somewhere with a full-sized
          collider...

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

                    SPOT (HOLOGRAM) (CONT'D)
          Spider-Man, I'll make you pay for
          everything you took away from me.

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

                    SPOT (HOLOGRAM) (CONT'D)
          This is gonna work! Or vaporize me
          and everything in this building,
          which... would not be good.

                    GWEN / MILES
          Shoot.
                                                          78.


Spot lowers his finger into the beam...

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

                     GWEN / MILES (CONT'D)
          Shoot --

KABOOM! The resulting implosion is concussive, devastating.
If that wasn't a hologram, they'd have been eviscerated.

                    WATCH VOICE
          Replay complete.

                    GWEN
          Nooo! Why why why why?

A HOLOGRAM of JESS appears.

                    JESS
          Gwen! Hi...

Fuck.

                    JESS (CONT'D)
          Whatcha doin'?

                    GWEN
          Nothing! I'm good. All good. Yeah,
          everything's good. Bye!

Gwen turns off the Jess hologram. BOOP.

Jess OVERRIDES her. BOOP.

                    JESS
          Where's the bad guy you were
          supposed to monitor?

                    GWEN
          He just stepped out for a moment.

                     JESS
          DUDE!

                    GWEN
          He's just some villain of the week--

                     JESS
          LYLA!

LYLA appears and pulls up a holographic MULTIVERSE MAP.
                                                           79.


                    LYLA
          Tracking... oh hey look I got him!
          Never mind, hold on -- slippery
          guy.

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

                    JESS
          Did you go see your little friend?

                    GWEN
          What? No. I mean...

                    JESS
          Are you kidding me right now?!

                    GWEN
          ... only briefly, from afar...

                      JESS
          How far?

                    GWEN
          Like... y'know about this... far...

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

                    LYLA
          Oh that's way too close.

                      JESS
          Girl!

                    GWEN
          I just... had to know how he was.

                    JESS
          I honestly can't with you --

                    GWEN
          Look I know I messed up okay?!

                    JESS
          He can't be part of this.

                    GWEN
          I know. I'll never see him again.

ON MILES -- Never?!
                                                 80.


                    LYLA
              (back to SPOT)
          Guys, he's making his own portals.
          He can jump wherever he wants.
          Could be a total canon killer --

                    JESS
              (to Gwen)
          You said he was a villain of the
          week! Do you know how bad this is
          for you??

                    LYLA
          Hmm. Every dimension he stops at
          has an Alchemax.

                    JESS
          What's he up to, Gwen?

                    GWEN
          I don't know.

                    MILES (V.O.)
          He's trying to make himself more
          powerful so he can beat me.

                    JESS
          You don't know. Amazing . My star
          pupil, everyone!

                    GWEN
          I'll get him. Okay? I can get
          backup.

                     JESS
              (smdh)
          If Miguel finds out I let you come--

                    GWEN
          Don't tell Miguel. What if he sends
          me home?

That's the last thing Gwen wants.

                       LYLA
          I got him!

Lyla highlights one point on the map --

                    LYLA (CONT'D)
          Earth-50101. What do you wanna do?

Not get fired. For starters...
                                                        81.


                       GWEN
             You never made a mistake? Never got
             too close to someone?

                       JESS
             I did. But I got over it.

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

Goddammit.

                       JESS (CONT'D)
             Alert the local spider, tell him
             Gwen will meet him there.

                          LYLA
             I'm on it.

                       GWEN
             Thank you so much. I promise I will
             not let you --

                       JESS
             Okay, you're welcome, shut up
                 (but for real:)
             You've got an hour to fix this. Or
             I can't help you.

Jess bl ips out as a portal opens for Gwen.

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

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

                       GWEN
             Goodbye Miles.

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

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

He makes himself visible and --

She's gone.

Forever .

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

He feels the portal closing behind him.

If only he could go with her.
                                                           82.


Maybe he should...

Miles turns.

3... 2...

Fuck it. He LEAPS into the


EXT. SPIDERVERSE - TIME IS IRRELEVANT

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


EXT. EARTH-50101 - DAY

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

He barrels through an Indian WEDDING?

                       MILES
             Uh... congratulations!

Welcome to

MUMBATTAN

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

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

                       SPOT
             This is incredible. You never know
             what you're capable of until you
             just go for it, you know?

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

                       GWEN
                 (into watch)
             I've got eyes on the target.

                       JESS (OVER COMM)
             Try getting hands on him.
                                                          83.


                    GWEN
          You're literally hovering.

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

                    SPOT
          Pardon me, locals! Wow, four on
          there. That's very dangerous.

-- then behind two diners at a RESTAURANT:

                    SPOT (CONT'D)
          That looks good.
              (tries a bite)
          Which way to Alchemax?

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

                    SPOT (CONT'D)
          It's a place with a big collide-OOF!-

Gwen just webbed Spot to the wall.

                    GWEN
          Hey Cow Guy! M OOO-ve over.

                    SPOT
          That's the best you could do?

Gwen is about to punch Spot out cold when --

                    MILES
          Gwen! I'm here to help!

Gwen turns to see --

                       GWEN
          Miles?!

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

                    SPOT
          You weren't expecting that were
          you?

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

                       MILES
          Oh no.

                    SPOT
          Neither was I! I'm in the zone!
                                                           84.


Miles DIVES after Gwen...

                       MILES
          I got you!

... and nabs her inches before she's pavement pizza. But
she's not as happy as he would have hoped:

                    GWEN
          Did you follow me?

                    MILES
          Uh. No, I just saw where you went
          and went there without you knowing.

                    GWEN
          You're not supposed to be here!

                    MILES
          What are you talking about, I'm
          helpi -- ASKJFASDJFALKD --

Miles GLITCHES and they both drop to certain doom --

-- until SOME ONE ELSE thwips past and swoops them up.

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

                     GWEN
               (to Miles)
          I shouldn't have ever come see to
          you.

                       MILES
          Dang.

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

                    PAVITR
          Hey, who's the new guy?

                    GWEN
          Hey, Pav. He's Miles and he wasn't
          invited.

                    PAVITR
          You weren't invited and you came
          anyway? Ooh, New Guy yo u must be in
          love with you --

            MILES                            GWEN
Uh, no... I'm not--             Wow, Pav, that's... totally
                                wrong.
                                                           85.


                    PAVITR
          Oh I'm very good at reading people.

                    MILES
          Who are you?

                    PAVITR
          I'm glad you asked, New Guy!

                    MILES
          I'm not a new gu--

A SPIDER-MAN INDIA COMIC lands on the growing pile.

                    PAVITR (V.O.)
          My name is Pavitr Prabhakar and for
          the past six months --

                    MILES (V.O.)
          Six? And even he got a watch?

We're in PAV'S BEDROOM.

He pops out of bed, shirtless and cuuute.

                    PAVITR (V.O.)
          Being Spider-Man is so easy .
          I wake up, skip the work out
          because I am naturally buff and I
          don't want to get too big, y'know?
          Do nothing with my amazing hair...

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

                    MILES
          You don't use any product at all?

                    PAVITR
          Just coconut oil and prayer.

Pav breezes through HIS DAY...

                    PAVITR (V.O.)
          Then I swing by school, don't
          really have to try but I do anyway,
          fight a few bad guys, feed a few
          street dogs, quick break for a cup
          of chai with my Maya Auntie --

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

                    MILES
          I love chai tea!
                                                        86.


Pav record-scratch HALTS the story:

                    PAVITR
          What did you just say? Chai tea?
          Chai means tea, bro! You're saying
          "tea tea." Would I ask you for a
          "coffee coffee with room for cream
          cream?"

                    MILES
          Oh, um, no. I'm sorry.

Now that that's cleared up...

                    PAVITR (V.O.)
          Then I hang out with my girlfriend,
          Gayatri. She's an extremely classy
          teenager...

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

                    PAVITR
          Hey girl, tonight I was thinking--

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

                    PAVITR (CONT'D)
              (code-switching)
          Hello Police Inspector Singh this
          is your daughter, I do not know
          her.

PAVITR SWINGS ALONG and grabs a papadam from a street vendor.

                    PAVITR (V.O.)
          And to top it off, I live in the
          best possible Spider-Man City,
          Mumbattan! Quick tour!
              (popping around town)
          This is where the traffic is, this
          is where the traffic is, this is
          also where the traffic is, there's
          traffic here too, this is where the
          British stole all our stuff--WHOA!!

A spot portal nearly beheads Pav, bringi ng us

BACK TO THE FIGHT -- the three Spider-folk try to web Spot,
but he shoos away their webs with ease. He is smug, much more
in control of himself, spinning a portal on his finger.
                                                        87.


                    SPOT
          Ah. Hello, Spider-Man.

            GWEN                               PAVITR
Hi.                               Hey.

                     SPOT
          Not you.

                    MILES
          I think he means me.

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

                    SPOT
          Wow, hi, how are you?

Spot throttles Miles backwards into a wall.

                    SPOT (CONT'D)
          Can you tell I leveled up my game?
          I'm on a journey of self-
          improvement!

                    PAVITR
          And you came to India. That's a
          Western culture cliché. Don't Eat
          Pray Love me, bro.

                     SPOT
          No, I didn 't mean it like that --

                    PAVITR
          Now let me guess you're gonna ask
          me about saffron and cardamom and
          naan bread which is the same as
          saying "bread bread" which is the
          same as saying "chai tea?!"

                    SPOT
          Oh! I love chai tea!

                     PAVITR
          No!!!!

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

                     MILES
          C'mon man! I think maybe we got off
          o n the wrong foot. Let's just talk
          about this!
                                                        88.


                    SPOT
          Fine. You made me feel empty, like
          I had a hole inside of me. But now
          I found out what to fill that hole
          up with... more holes!

                    MILES
          That doesn't make any sense!

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

                      SPOT
          It will!

                    MILES
          I'm okay. Don't worry!

                      GWEN
          We won't.

Miles catches up as Gwen and Pav swing after Spot.

                     PAVITR
          This romantic tension is so
          palpab le. Will they? Won't they?

                    MILES
          If Spot gets more holes, he'll be
          unstoppable. We can't let him get to-

                      GWEN
          Alchemax?

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

                    PAVITR
          See? How can you guys even
          concentrate?!


INT. ALCHEMAX BUILDING - MOMENTS LATER

As they follow Spot through the building --

                    PAVITR
              (to Gwen, re: Miles)
          Hey, does he know about Hobie?

                    MILES
          What should I know about Hobie?
                                                           89.


                    PAVITR
          Oh, looks like he did not know.

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

                    PAVITR (CONT'D)
              (to a nearby scientist)
          Excuse me, sir, would you please
          deactivate this wonderfully strong
          barrier?

                    SCIENTIST
          It can't be turned off until the
          collider sequence is complete!

                    MI LES
          Collider sequence? Oh no.

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

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

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

                    MILES (CONT'D)
          You don't know what you're doing!

Spot makes his way to the main CONTROL PANEL.

                     SPOT
          I'm about to be so much more than a
          villain o f the week...

                    MILES
          I'm sorry I called you that, okay?
          You're a great villain.

                    SPOT
          Not yet I'm not.

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

                    JESS (HOLOGRAM)
          How's it going now?

                       GWEN
          Great!

Gwen turns JESS off.
                                                        90.


                     GWEN (CONT'D)
           Anyone got any ideas?

                     PAVITR
           Oh I have so many, but none for
           this.

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

An idea.

                     MILES
           Stand back. I've been working on
           something new.

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

                     GWEN
           Do you want us to do something? Or
           do we just stand here?

                     PAVITR
           Are you like, charging i t?

                     MILES
           No! I'm absorbing it so I can shoot
           it back!

                     GWEN
           It looks like you're charging it.

                     PAVITR
           Does this power have a name? Or...

                     MILES
           Please hold your questions until
           I'm done breaking this thing!

Almooooossssst ttthhhheeeeerrrrrrreeeeee--

                     GWEN
           I don't get it.

                     MILES
           Just let me do this!!

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

                     HOBIE (O.S.)
           Oi-Oi!!

A RAGING POWER CHORD SHATTERS THE SHIELD...
                                                           91.


... and simultaneously announces the awesome arrival of

The Madman from Camden...

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

Put your hands together for

HOBIE BROWN!

                     GWEN
          Hobie!

                    PAVITR
          Hobie, my guy!

                     MILES
          Hobie?!

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

Yeah, this guy rules.

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

This guy sucks)

                    SPOT
          Look at that, another one! I love
          how many different variations of
          you guys there are.

                    HOBIE
          Man-like Pav! Big-stepper! Yeah
          mate!

They do a cool handshake.

                    MILES
          What's this dude saying?

                    PAVITR
          It's English for "we get along
          great and we're close friends."

                    HOBIE
          Is this the younger from 1610?

                    MILES
          You understand this guy?

Spot attacks. The sp iders spring into action --
                                                           92.


                    PAVITR
          Hey Hobie, thanks for breaking the
          shield!

                    MILES
          I loosened it --

                     HOBIE
              (to Miles)
          Bit of advice: use the palm, not
          just your fingers.
              (then)
          What's up with your suit. Is he
          bleeding from his armpits?

                    GWEN
          Miles, Hobie. Hobie, Miles.

                    MILES
          Hi. I've never heard of because
          Gwen barely ever mentions you.

A HOBIE COMIC/ZINE slams on screen!

                    HOBIE (V.O.)
          A'ight, my name's Hobie, Hobie
          Brown! I was bitten by a --
          wouldn't you like to know? And for
          the last three years I've been the
          one and only...

Hobie pulls off his mask, his face SCRATCHED OUT.

                    HOBIE
          Wait wait wait wait you really
          think I'm gonna show you my secret
          identity? C'mon out of it.

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

                     HOBIE (V.O.)
          That is when I'm not playing shows,
          ant agonizing fascists, staging un-
          permitted political actions-slash-
          performance art pieces or having a
          laugh at the pub with the mandem.
          I'm not a role model, I was briefly
          a runway model, I hate the AM, I
          hate the PM, I hate labels. I'm not
          a hero because calling yourself a
          hero makes you a self-apologizing
          narcissistic autocrat!!!
                                                          93.


                    MILES
          I thought you hated labels.


BACK TO THE FIGHT

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

                    HOBIE
          Gwendy, you left your jumper `round
          my place.

                    MILES
          What's a jumper?

                    PAVITR
          It's a sweater.

                    MILES
          How many sweaters do you have?

                    GWEN
          Oh that's not mine, I'm sure.

                    HOBIE
          And your toothbrush.

                       MILES
          Wait what?

                    HOBIE
          Are those my chucks?

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

                    SPOT
          Y'all make a heck of a team.

                    HOBIE
          I don't believe in teams.

                    MILES
          Aren't you in a band?

                    HOBIE
          I don't believe in consistency.

                    MILES
          Oh this guy's killing me.

Spot wills Miles into his grasp as he sends Hobie, Pavitr and
Gwen flying out of the room.
                                                        94.


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

                    SPOT
          This is gonna be good for us,
          Spider-Man. You and me, we're
          finally gonna live up to our
          potential. You'll finally have a
          villain worth fighting, and I won't
          be just a joke to you!

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

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

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

                    MILES
          You're not a joke! Right, gang?

                    GWEN
          Absolutely.

                    PAVITR
          Completely unamusing.

                    HOBIE
          I don't believe in comedy.
              (off their looks)
          Just kidding!

                    MILES
          No one here thinks you're a joke!

                    SPOT
          They won't after this.

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

A long, quiet beat.

                    PAVITR
          Well that was another easy
          adventure for Spider-Ma--

KRAKOOOMMMM!!!!!!!

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

... and throw MILES into an intense
                                                        95.


SPIDER-SENSE VISION:

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

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

                    JEFF
          I'm coming!

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


BACK TO REALITY

The blast is over.

                    MILES
          What was that?

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

                    SPOT
          Our future.

                       MILES
          No. ..

                    SPOT
          I'm gonna take everything from you
          like you took everything from me.

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

                    SPOT (CONT'D)
          See you back home, Spider-Man.

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

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

                    GWEN
          Miles! You okay? We gotta go.

                    HOBIE
          Oi! Liven up mate! No time to get
          dizzy!

                     PAVITR
          C halo chalo!

Miles is still REELING. Unable to focus as --
                                                         96.


Gwen pulls him the hell out of there.


EXT. ALCHEMAX BUILDING - CONTINUOUS

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

Miles turns as --

HALF THE CANTILEVERED BUILDING PITCHES FORWARD.

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

And just like that Miles has clarity.

He stop following. He's going to LEAD.

                    MILES
              (to Hobie)
          We'll clear the path, you slow down
          that building.

                    HOBIE
          I'll do it, but not because you
          told me to.

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

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

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

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

                    PAVITR
          Gayatri! No!

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

Gwen, in the meantime, gets an ALERT on her watch. Hologram
Lyla appears:
                                                         97.


                    LYLA
          Gwen, heads up. Markers are
          predicting an incoming canon event.
          So tread carefully.

                       GWEN
          I'm on it.

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

                    HOBIE
          Hurry everyone! This way! Quickly!

                    CHILD (O.S.)
          Somebody help! Help!

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

                    INSPECTOR SINGH
              (in Hindi, subtitled)
          Don't be afraid, I'm coming!

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

                    PAVITR
          Inspector Singh!

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

                    INSPECTOR SINGH
          Hold on tight!

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

                       MILES
          I got him!

                       GWEN
          Miles!

She GRABS Miles before he can jump down.

                    MILES
          Don't worry! Thread the needle,
          ring the bell, right?

                    GWEN
          It's too dangerous --
                                                          98.


                    MILES
          I'll be okay, I promise.

                     GWEN
          Miles!

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

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

                    GWEN (CONT'D)
          Miles!!! No! No no no no no...

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

Until Miles crawls out from beneath the destruction.

                    GWEN (CONT'D)
          You're alright?!

                    MILES
          I promised.

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

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

                    PAVITR
              (excited/relieved)
          You okay?! I was so worried.
              (catching himself)
          -- I mean, you seem like a nice
          young woman that I do not know.

But she's already looking for --

                     GAY ATRI
          Baba?!

                     INSPECTOR SINGH
          Gayatri!

She sees her father, swallows him in a hug.

                    MILES
              (to Gwen)
          Not bad right?
                                                           99.


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

                    GWEN
          Right.

Singh offers Pav a firm HANDSHAKE.

                    GAYATRI
          I've never seen him so emotional.

                    INSPECTOR SINGH
              (stiff as a board)
          Excellent job.

Pav nods to Miles. Thank you.

Hobie throws his arms around Miles like an old chum.

                    HOBIE
          Man. Like. Miles. My. Guy!

The people of Mumbattan surround them with CHEERS.

This feeling. This is why they do the job.

                    MILES
          So... what do you think?

                    GWEN
          What I always think, you're
          amazing.

                    MILES
          We make a good team.

                    GWEN
              (heavily)
          Yeah.

What's wrong?

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

                    PAVITR
          Guys... what's that?

                    HOBIE
          It's a metapho r for capitalism.

                    GWEN
          It's a lot worse than that.
                                                        100.


ABOVE THEM

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

                       JESS
                 (to the troops)
             Ok guys, secure the area, clear all
             civilians, and let's contain this
             quantum hole.

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

                       MILES
             Hey I'm Miles. We actually met
             before, when I was invisible --

Jess continues past Miles. This is serious.

                       JESS
             I know who you are .

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

                       PAVITR
             Is everything going to be okay?

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

                       GWEN
             Let me explain --

                       JESS
             Miguel wants you back at HQ.

                       GWEN
             Miles was just about to head out --

                       JESS
             All of you.

                       HOBIE
             I don't follow orders.
                 (arm around Miles)
             Neither does he --

                        MILES
             I'm invi ted to HQ????!!!!

Miles bounds ahead as Hobie SIGHS and a SMASH TO
                                                       101.


EXT. TOTAL DARKNESS - DAY

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

Maybe up?

Hobie peels off his mask. He's - natch, mate - insanely hot.

                      MILES
            How are you even cooler under your
            mask?

                      HOBIE
                (shrugs)
            I was this cool the whole time.

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

                      MILES
            Dang...

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


INT. SPIDEY HQ - CONTINUOUS

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

                      MILES
            Yo, this place is wild!

                      JESS
            Any sign of Spot?

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

                      SPIDER-U.K.
            Let me ask. Hey anybody spot Spot ?

                      JESS
                (no time for this)
            So funny. Anybody else got jokes?

                      SPIDER-U.K.
            Eh now that you mention it--

Every Spider in the hallway chimes in with their own quip.
                                                       102.


                    MILES
              (in awe)
          This is unbelievable!

                    GWEN
          This is the lobby.

                      MILES
          Oh.

                    GWEN
          Welcome to Spider-Society...

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

                    HOBIE
          Bit much, init?

                    MILES
          What happened to that small elite
          strike team?

                    GWEN
              (feels bad)
          A lot of these are part-time...

Hobie pulls her aside.

                    HOBIE
          Gwendy, how much have you told him ?
          About his place in all this.

                      GWEN
          A little.

Miles GLITCHES behind them.

                    HOBIE
          Maybe not enough.

Jess tosses Miles a FANCY BRACELET.

                      JESS
          Here --

                    MILES
          Oh! My own watch?!

                    JESS
          It's a day pass. This just keeps
          you from --
                                                        103.


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

                    JESS (CONT'D)
          -- doing that.

A BEEFY SQUAD of Spider-People run past.

                       BEEFCAKE SPIDER
          Hey Gwen!

                       GWEN
          Hey Peter.

                    MILES
          Hey, I'm Miles. I'm a new recruit!

                    GWEN
          Hey Peters!

                       A BUNCHA PETERS
          Hey Gwen!

Does Gwen know everybody?

PETER PARKEDCAR of Earth-539e1 rolls up. He's a... buggy.

                    JESS
          Peter. Take a team to the transport
          deck. Start dealing with this Spot
          mess.

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

                    MILES
          I wouldn't call it a mess, more
          like a success in progress.

                    JESS
          Ben, I need --

BEN REILLY (aka Scarlet Spider) leans against a pillar. Deep
emo vibe here:

                    BEN
          Sorry, I can't talk right now. I'm
          thinking about my past.

                    JESS
          ... actually we need you here for
          some reason.
                                                       104.


                     BEN
          GAAHHHRRRUHHH!
              (then)
          That was a particularly harrowing
          memory.

                    MILES
          Is he okay?

A HORSE in a spidey mask clomps up. This is WIDOW, and her
rider is PAT O'HARA, WEB-SLINGER of EARTH-31913.

                    MILES (CONT'D)
          Why does the horse need a mask?

                     PAT
          To conceal her face.
              (then)
          Giddy... up!

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

                    MILES
          Who is in these...laser cages?

                    LYLA
          Anomalies. Folks who wound up in
          the wrong dimension.

                    JESS
          We kick their butts and send them
          home.

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

                    GWEN
          They're not very interesting --

                    LYLA
          What?! We got a buncha Doc Ocks...

                    MILES
              (pointedly to Gwen)
          Oh that's interesting.

                    LYLA
          A Mooseterio... Ms. Sterio... Video
          game guy...

                    MILES
          I love video games!
                                                         105.


                    LYLA
          ... another video game guy...

                    INSOMNIAC SPIDER-MAN
          Are you... talking to me?

                       LYLA
          Typeface.

                        TYPEFACE
          Go to Hel-vetica, Spider-Man!

                       MILES
          BOLD.

                    LYLA
          An interesting Kraven... A boring
          Rhino... a Prowler...

                    MILES
              (whipping around)
          Prowler?!

                    GWEN
          Not your Prowler.

Miles stares agog at a LIVE-ACTION DONALD GLOVER PROWLER.

                       MILES
          Hey.

                       DONALD
          Hey.
              (then)
          It's rude to stare.

                    HOBIE
          Caught that one myself.

                       DONALD
          I slipped.

                    GWEN
          You?! I did all the work. You --

                    MILES
          Uh... how many missions have you
          been on together?

             GWEN                                HOBIE
Oh, not that many.                   Couple dozen?

                    MILES
          That's cool >:(
                                                         106.


Miles bumps into MARGO KESS, SPIDER-BYTE of Earth-22191.
She's a virtual Spider-Woman around Miles' age.

                    MILES (CONT'D)
          Sorry.

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

                    MILES (CONT'D)
          I'm Spider-Man.

                     MARGO
          No way!
              (then)
          All of us are.

                    GWEN
          Can we just keep moving?

But Miles has already FOLLOWED Margo over to --

THE GO HOME MACHINE ROOM

Where Margo quickly blips to a far corner of the room.

                    MILES
          Whoa, what ar e you?

                    MARGO
          I'm an avatar. My body is back in
          my parents' dimension chilling in a
          gaming chair and eating Fritos.

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

                    MARGO (CONT'D)
          Here is better.

                    MILES
          I hear that.

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

                    MILES (CONT'D)
          What does that do?

                    HOBIE
          Apart from having a great n ame?

                    GWEN
          "The Go Home Machine."
                                                          107.


                     HOBIE
           What'd I say?

                     GWEN
           I voted against it.

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

                     MARGO
           It detects whatever dimension your
           DNA is from, and sends you there.

                     HOBIE
           It's super humane and not creepy.

                     MARGO
               (to Rhino)
           See ya, dog! Don't come back!

Rhino writhes in pain as he DISAPPEARS.

                     GWEN
           We should go. Don't want to keep
           the boss waiting.

                     MILES
               (to Margo)
           Uh, see you around?

                      MARGO
           Good l uck out there, man!

Gwen thwips Miles away from her. Jealous?

                       MILES
           Okay bye!

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

                                               TRANSITION TO:

A LIVE SECURITY FEED of Miles and crew--

Someone's watching them.

                     LYLA
           Miguel sounds hangry.

                     JESS
           He likes those empanadas from the
           cafeteria, don't ask me why...

We're in
                                                       108.


MIGUEL'S LAB

And MIGUEL is watching them on HOLOGRAPHIC SCREENS.

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

                    MIGUEL (V.O.)
          My name is Miguel O'Hara. I'm this
          dimension's one and only Spider-
          Man... at least I was... but I'm
          not like the others.

Miguel gives himself a pneumatic INJECTION.

                    MIGUEL (V.O.)
          I don't always like what I have to
          do. But I know I have to be the one
          to do it. And I've given up too
          much to stop now...

Miles, Gwen, and Hobie follow Jess down a BACK HALLWAY full
of impressive engineering works in progress.

Hobie pulls a blinking panel from the wall.

                    HOBIE
          Bet this doesn't even do anything.

                    MILES
          Maybe it did before you ripped it
          out of a wall?

                    HOBIE
          It's propaganda, bruv. To distract
          you from the truth.

                    MILES
          And what's that?

                    HOBIE
          I ain't got a Scooby Doo* mate...
          because that's what they want.

                    [*cockney rhyming slang for "clue" --Ed.]

Hobie slyly pockets the panel.

                    HOBIE (CONT'D)
          Why do you wanna be part of this
          lot?

                    MILES
          To get a watch.
                                                       109.


                      HOBIE
            Make your own watch.

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

                      HOBIE (CONT'D)
            Bet you got a nice set up, eh? Nice
            parents?

                      MILES
            They're fine. I mean, we got in a
            fight, but they just want what's
            best for me.

                      HOBIE
            That's a bloody shame.

                      MILES
            Why...?

                      HOBIE
            `Cause you're not ready for
            everybody else.


ON MIGUEL

watching an alternate version of himself on a monitor.
Happily playing with his DAUGHTER in some other dimension.

Miguel shuts the screen off.


HOBIE

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

                      HOBIE
            Listen to me, bruv, whole point of
            being Spider-Man is your
            independence. Being your own boss.
            You don't need all this!

                      MILES
            Then why are you here?

Good question.

                      HOBIE
            Lookin' out for my drummer is all.

He steals another piece of tech. Some kind of method here.
                                                          110.


                    MILES
          I want to be in a band. I wanna see
          my friends and I need a watch to do
          that.

                    GWEN
          Guys, come on...

                    HOBIE
          Alright. It's squashed.
              (sotto, to Miles)
          Just don't enlist til you know what
          war you're fighting.

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

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

                    GWEN
              (off Miles' look)
          I know it's slow, but -- it's his
          thing.

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

                    GWEN (CONT'D)
          Miguel O'Hara, meet Miles Morales.

                    MILES
          Hey! ¿Qué tal tio? I speak Spanish.
          Te trajé una empanada.

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

                    MIGUEL
          Que maravilla.

... and drops it in the trash.

                                              MIGUEL (CONT'D)
            MILES
Listen, I--I'm really excited
to get going and--               Oh great.

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

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

Miguel LAUNCHES the clattering trashcan at Miles; Hobie
casually YOINKS the empanada.
                                                       111.


                    MIGUEL (CONT'D)
          He's worried about Spot. I'll worry
          about Spot!

                    MILES
          What did I do?

                    GWEN
          Miguel! It's not his fault.

                    MILES
          Fault? Hold up --

                    MIGUEL
          YOU BLEW ANOTHER HOLE IN THE
          MULTIVERSE!!

                    GWEN
          He doesn't know any better.

                    MILES
          I do know what not know what?

                    MIGUEL
          But you did, Gwen. And you --

HOBIE offers Miguel a flowery bow.

                    MIGUEL (CONT'D)
          I'm just gonna try to ignore you --
          I just can't even --

                    HOBIE
          I ain't even here.

                    MILES
          What's happening?

                    HOBIE
              (popping into frame)
          Or here.

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

It's our ol' pal PETER B. PARKER. Eating a burger, of course.

                    PETER
          ... he had a terrible teacher. He
          had no chance.

                    MILES
          PETER!
                                                         112.


                    GWEN
          Peter?!

                    HOBIE
          Oh boy! Humbling-Reality Spider-Man
          has arrived!

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

                    PETER
          Miles!

                    MILES
          Dude!

                    PETER
          Don't be afraid of my friend
          Miguel. He just looks scary, he's
          got no bite.

                    MIGUEL
          Ughhhh. Peter...

                    PETER
          You're growin' up on me! You look
          great!

                    MILES
          You look... solid, y'know?

                    PETER
          Define solid... What happened? You
          bleeding from the armpits? Don't
          worry about the suit, we'll get you
          a new suit.

                    MILES
          Peter you gotta tell them-- wait.
          What is that?

Peter is wearing a BABY BJORN.

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

                    PETER
          Mayday!

                    MILES
          You have a baby!

                    PETER
          I have a baby!
                                                       113.


                    MILES
          This is crazy!

Peter chases after his daughter with a familiar bracelet --

                    PETER
          Don't forget to keep your little
          day-pass on honey.
              (to Miles)
          Oh you have one too, I didn't know
          they made those for adults.

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

                    HOBIE
              (nodding in approval)
          Kid's an anarchist.

                    PETER
          I'm comin' up to getcha! Here I
          come, don't move!

                    MIGUEL
          -- no puedo más, no pued o más --

Peter catches up to Mayday on the ceiling...

                    PETER
          Aha, gotcha. I knew I was gonna
          regret making her that web shooter.
          I shouldn't have done it. That's an
          actual mistake.

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

                    PETER (CONT'D)
          Hey you wanna see pictures?

                    GWEN
          I mean, she's right there, so --

Peter shoves pictures of Mayday in Gwen's face .

                    PETER
          Look at this pic! She's a special
          kid.

                    GWEN
          Oh you got them, they are wow, she--

                    PETER
          She's incredible! This is her funny
          face.
                                                        114.
                    PETER (CONT'D)
          That's her mad face, this one is
          the studious one, watch out the
          next one you're gonna crack up! Oh
          Miguel's gonna die. Look at this.

Mayday crawls onto Miguel, who is SUPER annoyed.

                    MIGUEL
          I'm trying to hold a serious adult
          conversation here.

                    PETER
          Y'know you're the only Spider-Man
          who isn't funny? We're supposed to
          be funny.

                    MIGUEL
          The fate of the multiverse is --

                    PETER
          You always lose me with that. I
          hear you say "the fate of the
          multiverse" and my brain dies.
              (sniffs)
          Do you guys smell that? Mayday took
          a crap.

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

                    PETER (CONT'D)
          Yep, she's a Parker! That's what
          happens when a Parker eats an
          avocado.

                    MIGUEL
          Miles. You disrupted a canon event.

                    MILES
          Canon event?

                    PETER
          The kid wasn't thinking. That's not
          how he works.

                    MILES
          That's insulting.

                    HOBIE
              (to Mayday)
          Taking a crap on the establishment,
          I salute you.
                                                       115.


                    MILES
          Wait what are you upset about? I
          saved those people --

                     MIGUEL
          -- and that's the problem.
              (then)
          Lyla? Do the thing.

LYLA blips into frame.

                    LYLA
          What thing?

                    MIGUEL
          The information explain-y thing.

                    LYLA
          Okay.

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

                    MILES
          What's this?

                    MIGUEL
          This is everything.

                    MILES
              (...)
          Can you be more specific?

                    MIGUEL
          Can you not talk for a second?

A WEB PATTERN emerges.

                    MIGUEL (CONT'D)
          And this is all of us. Every
          confirmed spider. All of our lives
          woven toget her, in a beautiful Web
          of Life and Destiny.

                    MILES
          The Spider-Verse.

                    MIGUEL
          Spider-Verse. Huh, that's...
          stupid. It's called the
          Arachnohumanoid Polymultiverse.
              (off Miles' look)
          Which sounds... stupid too I guess.
                                                       116.


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

                    MILES
          And these nodes, where the lines
          converge?

                    MIGUEL
          They are The Canon. Chapters that
          are a part of every spider's story,
          every time.

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

                    MIGUEL (CONT'D)
          Some good, some bad, some very bad.

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

                    MILES
          Uncle Aaron...

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

                     MIGUEL
          This one -- Event ASM90 -- a police
          captain close to Spider-Man dies
          saving a kid from falling rubble
          during a battle with an arch-
          nemesis...

AMAZING SPIDER-MAN (Andrew Garfield) kneels as Captain Stacy
dies. We see this moment echoed across many other spider-
stories inc luding Peter B.'s...

                    MILES
              (to Peter)
          That happened to you?

Peter's eyes say it all.

                    JESS
          And me.

                    HOBIE
              (him too)
          Eh, what of it?
                                                       117.


                    MIGUEL
          That's how the story is supposed to
          go. Canon events are the
          connections that bind our lives
          together. But those connections can
          be broken. That's why anomalies are
          so dangerous...

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

                    MIGUEL (CONT'D)
          Inspector Singh's death was a Canon
          event. You weren't supposed to be
          there and you weren't supposed to
          save him --

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

                    MIGUEL (CONT'D)
          That's why Gwen tried to stop you.

                    MILES
          I thought you were trying to save
          me.

                    GWEN
          I was... I was doing both.

                    MIGUEL
          And now, Miles, because you changed
          the story, Pavitr's dimension is
          unraveling.

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

                    MIGUEL (CONT'D)
          If we're lucky we can stop it. We
          haven't always been luck y.

                    MILES
          That wasn't me, that was the Spot!

                     MIGUEL
          It's what happens when you break
          the canon.

                    MILES
          How do you know?

                    MIGUEL
          Because I broke it once myself.
                                                          118.


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

                    MIGUEL (V.O.)
          I found another world where I had a
          family. Where I was happy. At least
          a version of me was. And that
          version of myself was killed. So I
          replaced him.

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

                     MIGUEL
          I thought it was harmless... but I
          was wrong.

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

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

                     MIGUEL (CONT'D)
          Isn't th at right, Peter?

                    PETER
          Yeah.

                    MIGUEL
          You break enough canon, save enough
          captains, we could lose everything.

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

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

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

                    MILES
          My dad is about to be captain...

Spider-sense OVERWHELMS Miles.

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

                    SPOT (V.O.)
          I'm gonna take everything from you
          like you took everything from me.

Miles wakes from HIS RECURRING VISION with a start.
                                                119.


                     MILES
          Spot does it. He kills him.
              (then)
          When does it happen?

No one wants to say it.

                    MILES (CONT'D)
          When does it happen?!

                    MIGUEL
          In two days. When he's sworn in.

                    LYLA
          That's what the model says.

                    MIGUEL
          I'm sorry, Miles --

                    MILES
          Send me home.

                    MIGUEL
          I can't do that. Not now.

                    MILES
          What am I supposed to do? Just let
          him die?

Miguel stands, unwavering.

                    MILES (CONT'D)
              (turning to Gwen)
          What about your dad? He's a
          captain, right?

                    GWEN
          Yeah...

                    MILES
          And that's it. You're just aren't
          gonna do anything about it.

Gwen can't find any words.

                     MILES (CONT'D)
              ( to Peter B)
          Ok, what about Uncle Ben? That have
          been okay if you knew and just let
          it play out?

                    PETER
          If not for Uncle Ben, most of us
          wouldn't be here, Miles.
                                                       120.
                    PETER (CONT'D)
          And all the good we did, it
          wouldn't have been done.

                    MILES
          So we're just supposed to let
          people die because some algorithm --

                    LYLA
              (offended)
          Whoa, whoa.

                    MILES
          -- says that that's supposed to
          happen? You realize how messed up
          that sounds right?

More Spider-People step into the room...

                    MIGUEL
          You have a choice between saving
          one person and saving an entire
          world. Every world.

                    MILES
          I can do both. Spider-Man always --

                    PETER
          Not always.

                    MIGUEL
          Miles, we all want to live the life
          we wish we had. Believe me, I have
          tried. And the harder I tried the
          more damage I did. You can't have
          it all, kid.

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

                    MIGUEL (CONT'D)
          Being Spider-Man is a sacrifice.
          That's the job. That's what you
          signed up for...

Miles' old friend PENI approaches...

                     PENI
          Miles...

                     MILES
          Peni?
              (then)
          What is this? Is this an
          intervention or something?
                                                       121.


Looks that way.

SPECTACULAR SPIDER-MAN steps up:

                    SPECTACULAR
          We know it's hard. But it's the
          truth, Miles.

                    MILES
              (to Peter)
          Is that why you're here? To let me
          down easy? Worked last time, why
          not run it back, huh?

                     PETER
          Miles --

                    GWEN
          You were right, Gwen. You should
          have never come to see me.

                    PETER
          Hold on, look, kid --

                    MILES
          Stop calling me that.

                    HOBIE
          Here we go...

                    JESS
          Hobie, you're not helping.

                     HOBIE
          Good.

                    MILE S
          You can't ask me not to save my
          father!

                    MIGUEL
          I'm not asking.

Miguel drops a CONTAINMENT FIELD around Miles. The same kind
we've seen caging other anomalies...

                    PETER
          Miguel just give him a second,
          please!

                    MIGUEL
          I told you he wouldn't listen.
                                                         122.


                      GWEN
           Stop it!

Miles fruitlessly wails against the cell's ENERGY FIELD.

                     MIGUEL
           If we let him leave he'll only do
           more damage. We both know that.

                     GWEN
           Miguel, that's enough.

                     HOBIE
               (whispered to Miles)
           Oi... little man... Peter Pan.

Hobie wiggles his fingers at Miles and mouths "Palms."

                     MIGUEL
           Just need to hold you a few days.
               (cold as hell)
           Sorry it had to end like this, kid.

                     MILES
           I said not to CALL ME THAT!

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

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

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

Hobie gives a little CHUCKLE.

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

And then

HE RUNS.

                      MIGUEL
           Miles!

The chase is on.

                     PETER
           Alright, I'm sorry for doing this.
           This is bad parenting.

Peter tugs down Mayday's hat, gives her a little kiss, and
joins the rest of them in the pursuit. Everyone but HOBIE --
                                                        123.


                    HOBIE
          Just for the record, I quit.

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


INT. SPIDEY HQ - SAME TIME

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

                    MIGUEL (HOLOGRAM)
          All stations: drop what you're
          doing and stop Spider-Man!

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

                    MIGUEL (HOLOGRAM) (CONT'D)
          Ay coño. Miles! Miles Morales! He's
          entering Sector 4.

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

                    SPIDER-MAN 2211
          Do I have web on my face? What's
          the deal?

                    MIGUEL
              (running behind him)
          Miles! He's right there -- TURN
          AROUND!

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

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

                    MILES
          Can this day get any damn weirder?

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

                    MILES (CONT'D)
          I guess it can!


IN THE CAFETERIA--

Miles runs on top of the tables, a crowd still chasing him.
He steps on someone's Spider-Burger, stumbling forward.
                                                       124.


AT A SPIDER THERAPIST'S OFFICE --

We're in the middle of a therapy session.

                    SPIDER-MAN PATIENT
          ...And then I looked at my uncle...

                    SPIDER-MAN THERAPIST
          And... let me guess? He died?

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

SERVICE TUNNEL

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

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

                    WEBSLINGER
          On the count of three: draw. One --

Miles webs Pat right out of the saddle.

                    WEBSLINGER (CONT'D)
          You didn't wait for threeee!

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

                     PETER
          Miguel! Miguel!
              (then)
          Would you take a photo of this?
          It's her first chase.

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

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

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

                    CHARLOTTE
          Miles?

                    MILES
          Hi.

                    CHARLOTTE
          I'm a huge fan of your work.

                    MILES
          Thanks!
                                                         125.


                    CHARLOTTE
          Do you think spider-people too
          often use comedy as a crutch?

                     MILES
          Uh...

                    CHARLOTTE
          Get it? Crutch?

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

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

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

As `67 falls away Miles dashes into

THE TRAINING ROOM

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

                    DO C OCK
          Hello Peter...

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

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

                    METRO SPIDER-MAN
          Nowhere to run.

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

                    METRO
          My bad everybody, there was
          somewhere to run.

OUTSIDE

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

                    MIGUEL
          Stop running!

                    MILES
          Then stop chasing me!
                                                          126.


                    MIGUEL
          You're so frustrating!

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

                    JESS
          I know he's your friend, but it's
          the only way.

                    GWEN
          But my gut says --

                    JESS
          Then use your head.

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

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

-- only to be immediately collared by Ben Reilly.

                    BEN
          I got you trapped in my well-
          defined musculature, so don't even
          bother -- OW!

Miles RIPS himself free as they CRASH through a GRATE into

AN INDUSTRIAL TANGLE OF HUGE PISTONS -- the literal DARK
UNDERBELLY that undergirds Miguel's bullshit Utopia.

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

PETER.

                    PETER
          Miles.

                    MILES
          No no no no, let me go.

                    PETER
          It is crazy to run.

                    MILES
          Running is the least crazy thing
          going on!

Miles looks for a way out --
                                                      127.


                    PETER
          Look, I feel bad.

                    MILES
          Good!

                    PETER
          But this is just how stuff works.
          You're not gonna win here!

Miles scrambles past, ignoring him --

                    PETER (CONT'D)
          Do you want to hold my baby?

                    MILES
          What?

                    PETER
          Would you just give the baby one
          squeeze and then we'll talk?
          Because I think it's gonna change
          our vibe.

                    MILES
          No!

                    PETER
          It's very rejuvenating!

                    MILES
          I'm plenty juvenated!

                    PETER
          You'll get more so when you go
          chest to che st with this magical
          child!

                    MILES
          You don't get to have a heartfelt
          conversation with me right now!

                    PETER
          Just hold the baby and we'll see
          what happens!!

Peter pushes Mayday on Miles. Miles hands her back.

                    PETER (CONT'D)
          You're the reason I had her, okay?!

Miles stops. It's a dead end.
                                                       128.


                    PETER (CONT'D)
          I thought that if I did a decent
          job raising her, there was a chance
          she was gonna turn out like you.
          And that got me excited, because
          you are a wonderful person and I
          like being around you!

                    MILES
          Then why didn't you come see me?

                    PETER
          Because -- I couldn't.

                    MILES
          I wanted to be with you guys so
          badly. But this thing isn't what I
          thought it was.

                     PETER
          Look, bad things are gonna happen.
          It makes u s who we are. But good
          things happen too, y'know?
              (a hand on his shoulder)
          Like you happened. And she
          happened.

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

                    MILES
          Hey -- I don't -- listen...

                    PETER
          And you are so bad at holding a
          baby.

Over Peter's COMM:

                    LYLA (OVER COMM)
          We got your location Peter. Sit
          tight, we're on the way.

                    PETER
          Wait wait, no no no! You don't have
          my location, over!

Mile s realizes...

ON MIGUEL, en route, calling the other Spiders:

                    MIGUEL (INTO COMMS)
          Send everyone.

Jess looks Gwen in the eye and they take off towards
                                                        129.


PETER

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

                    PETER
          Miles I didn't know, I promise you.
          Please, let's talk about this.

                       MILES
          We did.

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

                       PETER
          Good talk.

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


EXT. VIEJO NUEVA YORK - CONTINUOUS

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

Gwen and Peter follow as closely as they can --

                    GWEN
          Where does he think he's going?

                    PETER
          I don't think he planned this out.

Jess RIDES past --

                    JESS
              (to Peter)
          If I hadn't said it before, by the
          way, you're a terrible mentor!

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

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

                    PETER
          He did just beat you so I'm not a
          terrible mentor.

Miguel passes them...
                                                        130.


                    MIGUEL
          You're both equally terrible. Does
          that settle it?

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

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

                    MIGUEL (CONT'D)
          Stop pretending you know where
          you're going!

                    MILES
          Oh I have a plan. I just haven't
          told you yet!

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

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

                    TRAIN INTERCOM
          Departing for the moon.

                    MILES
          That's not good.

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

                    MILES (CONT'D)
          What are those, claws?! Dude, are
          you sure you're even Spider-Man?

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

                    MIGUEL
          Are you? Who do you think you are?
          Really?

Miles gathers, closes his eyes and lets go...

                    MILES
          My name is Miles Morales...

... using gravity to drop him into a CRANE KICK that catches
Miguel square in the jaw.
                                                        131.


                    MILES (CONT'D)
          ... I was bitten by a radioactive
          spider...

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

                    MILES (CONT'D)
          I'm pretty sure you know the rest,
          jerk!

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

                    MIGUEL
          You don't get it! You're an
          anomaly!

                    MILES
          Not if you let me go home!

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

                     MIGUEL
          Everywhere you go you're an
          anomaly! You're the original
          anomaly!!!

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

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

                    MIGUEL (CONT'D)
          The spider that gave you your
          powers wasn't from your dimension!
          It was never supposed to bite you!

Gwen and Peter emerge a couple cars below --

                    GWEN
          Miguel don't!

                    PETER
          Miguel, go easy on him!

But Miguel can only see his prey:

                    MIGUEL
          There's a world out there with no
          Spider-Man to p rotect them because
          it bit you instead.
                                                 132.


                    MILES
          No --

                    MIGUEL
          You're not supposed to be Spider-
          Man!

                    MILES
          No! You're lying! I'm Spider-Man!

                    MIGUEL
          You're a mistake!

Miguel CRATERS Miles into the train's housing.

                    MIGUEL (CONT'D)
          If you hadn't been bit, your Peter
          Parker would have lived. Instead he
          died saving you. He would have
          stopped the collider before it ever
          went off. Spot wouldn't exist and
          none of this would've happened!
          And all this time I have been the
          only one holding it all together.

                     MILES
          Get of f of me --

                     MIGUEL
               (whispering in his ear)
          You don't belong here. You never
          did.

                    MILES
          Let me go --

                    GWEN
          Miguel, that's enough!

                    PETER
          This isn't what we talked about!

What?

                    MILES
          You talked about this? You knew?
          You all knew?

                    GWEN
          I didn't know... how to tell you.

                    MILES
          That's why you never came to see
          me.
                                                       133.


                    GWEN
          Miles, it's for your own good!

                    MILES
          Who decides that? I'm not a kid,
          Gwen!

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

                    MIGUEL
          That's exactly what you are. You're
          just a kid who has no idea what
          he's doing!

Miles smiles.

                     MILES
          Yeah, well I did lure hundreds of
          Spider-People away from your little
          clubhouse.

                    MIGUEL
          What?

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

                    PETER
          I guess he did plan this out!

                    MILES
          And -- I'm about to do this:

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

                     MILES (CONT'D)
          Everyone keeps telling me how my
          story is supposed to go. Nah. Im'ma
          do my own thing.

PALMS.

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

Miles stands. Torn and damaged and strong.

                    MILES (CONT'D)
          Goodbye, Gwen.
                                                       134.


She looks back at him. Proud. Ashamed.

He LETS GO --

                    GWEN
          Miles!

-- and makes himself INVISIBLE as he DIVES towards the city.

                    PETER
          I taught him how to do that... so I
          gotta be a pretty good mentor to
          pull that off.

Miguel, seething, leaps after Miles.


BACK IN THE GO HOME MACHINE ROOM

Margo tries out a few virtual hairstyles:

                    MARGO
          Nope. No. Uh uh. That's kinda cute -

A NOISE. Playlist off, visor down --

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

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

                    GO HOME MACHINE
          Initializing Go Home Machine.

                    MARGO
          What?!

The machine runs a RETINA SCAN of a familiar eye.

A screen blinks: "DIMENSIONAL I.D. - Earth-42"

The Go Home Machine LIGHTS UP.

                    MARGO (CONT'D)
          Come on. No, no, no, no, no!

Margo DIVIDES herself so she can type at multiple monitors as

   ANYR descends from the rafters and sees

      MILES - visible only to their array of eyes.

LYLA boops in over Margo's shoulder.
                                                        135.


                    LYLA
          What's happening?

                    MARGO
          The machine activated on its own.

                    LYLA
          How is that possible?

                      MARGO (O.S.)
          It isn't.

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

                                              MARGO (CONT'D)
             LYLA
How about this? K, how about      No no no no no! You're
now?                              getting in the way!

Eventually the machine's bright light illuminates

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

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

Miguel CRASHES into the room.

                    MIGUEL
          Stop him! Now!

                    MARGO
          Man, what does it look like I'm
          trying to do?

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

Peter and Gwen try to snap him out of it:

            PETER                                GWEN
Miguel!                           Miguel stop!

But Miguel has lost control.

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

Margo's hand hover s over the console. "System Reboot: Yes/No"

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

Margo lowers her hand from the console.

They share a nod. A recognition.
                                                       136.


And Miles pulls down his mask.

                    MIGUEL
          No!!

There's nothing Miguel can do.

Miles is GONE.

Miguel boils...

... then HURLS the console across the room.

                    PETER
          Okay, it's not the console's fault.

                    MIGUEL
          All he had to do was listen. Why
          didn't he listen?

                    GWEN
          Maybe you weren't hard enough on
          him!

Pretty mouthy for a rook.

                    JESS
          Gwen don't do it.

                    MIGUEL
          You let him go.

                    GWEN
          Me?!

                    MIGUEL
          You didn't catch him, Gwen.

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

                    PETER
          Okay, let's all just take a breath--

                    GWEN
          Peter, you want to back me up?

                    PETER
          Well, Miguel, as a father of a
          daughter and the son of a mother --

                    JESS
          Yea actually, stop talking.
                                                       137.


                    PETER
          Duly noted.

                    GWEN
          Let me just talk to him.

                    MIGUEL
          We tried that.

                    GWEN
          He's my friend --

                    MIGUEL
          Yeah. And that's the problem.

                    GWEN
          Do you know for certain what
          happens if he breaks the Canon?

                    MIGUEL
          Do you want to find out?
              (to Jess)
          I told you she was a liability.

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

                    GWEN
          You're wrong. Jess, tell him he's
          wrong --

                      JESS
          He's not.

                    GWEN
          Are you serious right now?

                    JESS
          I told you, you let him get away, I
          can't help you.

                    GWEN
          I'm not coming.

                    MIGUEL
          You're right.

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

                    GWEN
          What the hell!?

ANYR pulls her away into the machine's unyielding grasp.
                                                       138.


                     MIGUEL
           Go home, Gwen.

                     GWEN
           We are supposed to be the good
           guys.

FLASH! She's gone.

                        MIGUEL
           We are.

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

                        MIGUEL (CONT'D)
           We are.

He activates a portal...

                     MIGUEL (CONT'D)
           Jess. Ben. Come with me.

                        BEN
           Hell yeah!

                     MIGUEL
           And somebody catch the Spot.

                     PETER
               (re Mayday)
           Yeah sorry, I got to get her down
           for her nap.

                     MIGUEL
           Not you. I've had the right amount
           of you.

The portal closes behind Miguel, Jess and Ben.

Mayday shares her views: PBPBPBBPBBTT!


BROOKLYN

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


CHELSEA - EARTH-65 (GWEN'S WORLD)

A portal cannonballs Gwen into a shipping container. Her
watch is useless now -- Access Denied. She's stuck back in
the place she's been avoiding this whole time.
                                                          139.


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

Which is to say, not very.


MANHATTAN - EARTH-1610 (MILES' WORLD)

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


QUEENS - EARTH-616 (PETER'S WORLD)

An inter-dimensional flash in the w indow of

INT. PETER AND MJ'S HOME - NIGHT

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

                    MARY JANE
          Hey hon, how was work?

                    PETER
              (evasive)
          Uh... I don't know.

She buying that?

                    MARY JANE
          Peter, did you bring our baby to
          another fight?

                    PETER
          Did I bring our ba-- no. `Cause you
          asked me not to. So I wouldn't.

                    MARY JANE
          Mm-hmm.

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

                    PETER
          Do you think I'll be any good at
          this?

                    MARY JANE
          You're asking that now?
              (then, for real)
          There's no playbook for raising
          someone like her.
                                                       140.
                    MARY JANE (CONT'D)
          Or being, someone like you. You
          just gotta make the right
          adjustments at halftime.


INT. STACY RESIDENCE - NIGHT

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

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

BACK TO PETER'S DIMENSION

                    MARY JANE
          That's a sports metaphor by the
          way.

                    PETER
          I understand.

                    MARY JANE
          Oh sorry, you were just such a nerd
          in high school, I figured --

                    PETER
          But I have watched sports.
          Unbelievable.


INT. STACY RESIDENCE - NIGHT

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

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

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

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

                    GEORGE
          Wanna go easy on the penguin?

She's not laughing. Turns to leave...

                    GEOR GE (CONT'D)
          Are you gonna even look at me?

She stares at him. Petulant. Silly almost.
                                                       141.


                    GEORGE (CONT'D)
          What? What is that?

                    GWEN
          I'm looking at you like you asked.

George sighs. She takes off her mask.

                    GWEN (CONT'D)
          You look skinny.

                    GEORGE
          Where have you been?

                    GWEN
          Just been out murdering all my
          friends.

                    GEORGE
          Oh, that's funny. Yeah, okay.

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

                    GWEN
          Where're you going?

                    GEORGE
          I don't know!

Maybe they both are.

Fer crackin' ice somebody say something.

                    GWEN
          You're a good cop, Dad. You put
          that badge on because you know if
          you don't, someone who shouldn't
          will. But you have to understand:
          this mask is my badge. And I'm
          trying to be good too. I was trying
          so hard to wear this thing the way
          you would want and... I didn't.

He's stopped in the doorway. Wheels turning.

She drops her mask.

                    GWEN (CONT'D)
          I can do all these things but I
          can't help the people I love the
          most. And they can only know half
          of who I am. So I'm completely on
          my own.
                                                142.
                    GWEN (CONT'D)
          I don't even know what the right
          thing is anymore. I don't know what
          I'm supposed to do. But I know I
          can't lose one more friend.

                    GEORGE
          Gwen, I always taught you to do it
          by the book --

                    GWEN
          Yeah and how did that work out?

                    GEORGE
          I took an oath.

                    GWEN
          Then arrest me, Dad. Get it over
          with.

                     GEORGE
          I can't.

                     GWEN
          Why not?

                    GEORGE
          Because I quit.

                     GWEN
          When?

                    GEORGE
          About halfway through your big
          speech.

She looks up...

                    GWEN
          Wait a minute you're -- not gonna
          be captain? That means...

                    GEORGE
          My job, being captain, this whole
          thing doesn't matter anymore.

It's so simple, really.

                    GEORGE (CONT'D)
          You're the best thing I've ever
          done.

What else do you need?
                                                         143.


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

                    GWEN
              (joking through tears)
          It was a good speech, huh?

                    GEORGE
          No wonder you got an A in English.

                    GWEN
          I got a B+. Missed a few classes...

George walks over to the bookshelf.

                    GEORGE
          I don't know what it is what you
          got to do, but I think this thing
          is supposed to help.

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

                    GEORGE (CONT'D)
          The guy who left it was a real
          piece of work.

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

             "In case it don't work out - Hobie"

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

                    GWEN
          I'll be right back. Promise.

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

                    GEORGE
          Parenting... is a big ass mystery.


MILES - SCRAMBLING OVER ROOFTOPS

trying to stay hidden in these unusually dark shadows.

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

As he swings, he can barely stay ahead of the monumental
voices in his head...
                                                          144.


                    MIGUEL (V.O.)
          You're a mistake! If you hadn't
          been bit, your Peter Parker would
          have lived and none of this
          would've happened.

                     HAM (V.O.)
          Miles, the hardest thing about this
          job is you can't always save
          everybody.

                    SPOT (V.O.)
          I'll make you pay for everything
          you took away from me.

                    MIGUEL (V.O.)
          ... saving one person and saving an
          entire world. Every world.

                    MILES (V.O.)
          I can do both! Spider-Man always --

                    PETER (V.O.)
          Not always.

                    RIO (V.O.)
          Whatever you're gonna do out there,
          don't get lost.

                    PETER (V.O.)
          Bad things are gonna happen.

                    GWEN (V.O.)
          I didn't know... how to tell you.

                    MIGUEL (V.O.)
          You're not supposed to be Spider-
          Man!

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

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

                    AARON (V.O.)
          Just keep going.

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

                         Miles is HIT by a truck.
HHHOOOOONKKKKKK!--
                                                       145.


EXT. BROOKLYN ROOFTOP (EARTH-1610) - NIGHT

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

                    MIGUEL
              (into watch)
          Did you check your locations?

SPLIT-SCREEN with Ben and Jess:

                      BEN
          Yes, dad.

                    JESS
          No sign of him.

                    MIGUEL
          LYLA, send everyone out. Anywhere.
          Anywhere he might be!


EXT. POLICE STATION (EARTH-1610) - SAME

Jeff walks out of the police station.

                    GUTIER REZ
          Congrats, Captain!

                    JEFF
          "Captain?" You can't call me that
          until I'm sworn in, you know that.

                    GUTIERREZ
          We're all proud of you!

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


EXT. MORALES APARTMENT (EARTH-1610) - SAME

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

                    BEN
          Perfect pose...

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

                    BEN (CONT'D)
          HUH?!? Possible disturbance in the
          alley. Better go check it out.
                                                         146.


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

... but that doesn't stop him from Bensplaining everything:

                    BEN (CONT'D)
          Now I'm here in the alley. There's
          something unusual happening.
          Looking at the walls, those are
          normal. But there's something in
          front of me AAAUGHNOOO--

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

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


MILES

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

HIS BEDROOM

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

                    MILES
          I made it... I'm home.

                       RIO
          Miles?

Miles TWHIPS A JACKET over and zips it over his suit right as

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

                    RIO (CONT'D)
          Is now a bad time?

                    MILES
          Am I too late?!

                    RIO
          What did you do to your hair?

                    MILES
          Are you guys okay? Tell me you're
          okay!

                       RIO
          I'm okay.

He hugs her so hard.
                                                 147.


                    MILES
          You were right. You were right
          about everything.

                    RIO
          Of course I'm right, I'm always
          right. What am I right about?

                    MILES
          I saw all these amazing places, and
          met all these amazing people. But --

                    RIO
          ¿Qué te pasa, mijo?

                    MILES
          But they didn't want me. But I kept
          thinking about what you said. I let
          em have it, mom. I beat `em all. I
          know how strong I am now. I'm
          strong because of you. And dad.

                     RIO
          Ay, ` dito...

                    MILES
          Mom, there's something coming for
          us. Something terrible.

                    RIO
          Miles, you're talking crazy. What's
          going on?

                    MILES
          His name is Spot. He's my nemesis.
          And I'm gonna stop him.

The hell is this kid talking about?

                    MILES (CONT'D)
          I know you know I've been lying to
          you. It's because I thought if you
          knew, you wouldn't love me the
          same. Then I went out there... and
          now, I'm not afraid of anything.

                     RIO
              (nei ther is she)
          What do you want to tell me?

                    MILES
          You gotta promise nothing's gonna
          change.
                                                       148.


                     RIO
          Papa I will always love you. I
          don't care what you say. ¿Me
          entiendes?

Big breath.

                    MILES
          Mom... I'm Spider-Man.

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

                    RIO
          Who's Spider-Man?

Uh.

                    MILES
          The superhero? He got bit by a
          spider? It gave him spider-powers?
          He's me?

                    RIO
          Is this like where you dress up
          like your favorite character? Fo r
          like what's it called? Comics-con?

                    MILES
          I don't know what that is --

                    RIO
          You really had me going there.
          Spider-Man! Imagínate.

GWEN

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

MILES

                    RIO (CONT'D)
          Why don't you have eight arms? Do
          you push silk out of your culito?

                    MILES
          I had a nightmare about that once
          but no --

                    RIO
          Are you sure you woke up?

GWEN
                                                          149.


opens the window to Miles' room and climbs onto the ceiling.
The room is EMPTY. The rain has stopped.

MILES

Wherever he is -- it's still raining.

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

                    MILES
          Mom! Stop playing around. This is
          serious! Dad worked with Spider-
          Man. He didn't realize Spider-Man
          was me at the time but -- ugh, I
          wish dad wa s here to explain this.

                    RIO
          Miles, please. I got you to take
          care of, I got me to take care
          of... so help me out.

                    MILES
          Mom hold on. I need to talk to you--

BBBZZZZZZZZZZZZZTTTTT!!!!! Miles GLITCHES.

                    MILES (V.O.)
          Oh no.

GWEN

Gwen's spider-sense goes OFF.

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

                    GWEN (V.O.)
          He's in the wrong universe.

MILES

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

                    MIGUEL (FLASHBACK)
          The spider that gave you your
          powers wasn't from your dimension.

- Ohnn writing 42 on a spider's back.

                    DOC OCK (FLASHBACK)
          42.

- Memories of Spider 42 biting Miles.
                                                       150.


                    DR. OHNN
          Its home dimension.

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

                    GO HOME MACHINE
          Dimensional signature identified.

- Miles in the chamber of the Go Home Machine.

                    MILES (V.O.)
          That machine...
                     ...didn't send me home.

A doorknob rustling. The door opens. And in walks

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

                    AARON
          Hey.

Yeah. Welcome to EARTH-42.

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

                    AARON (CONT'D)
          Whoah! Okay. Alright then.

                    MILES
          I missed you so much.

                    AARON
          Whoa, you took your braids out?
          On purpose?

                    MILES
          Uh... I'm still getting used to it?

Aaron hands Rio an ENVELOPE OF CASH.

                    RIO
          They gave me more hours at the
          hospital so next month I swear I'll
          pay you back.

                    AARON
          Stop, stop. C'mon, we're family...

ON EARTH-1610

GWEN overhears Jeff walk through the front door.

                    RIO
          Hey hun, how you doing?
                                                       151.


                    JEFF
          Hey, how'd it go with Miles?

                    RIO
          Well, y'know how you grounded him?
              (Jeff nods)
          I ungrounded him.

                      JEFF
          You what?

                    RIO
          A little. I mean, how much trouble
          can he get into?

                    JEFF
          A lot of trouble!


ON EARTH-42

Rio puts a grocery list on MILES' forehead.

                    RIO
          Oh, Miles! I have to work an
          overnight tonight. Here's the
          grocery list.

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

                    AARON
              (chuckling)
          I'll make s ure he gets these done.
              (to Miles, all business)
          Alright, we gotta roll.

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

                    AARON (CONT'D)
          Security switches out at six,
          that's the window, right?

                    MILES
          Right. Yeah, I'm following you and
          what... you are... saying.

Miles GLITCHES. Aaron looks back as Miles recovers.

                    AARON
          You alright?

                    MILES
          I... have a cold.
                                                          152.


Aaron pushes through the emergency exit and onto the

ROOFTOP

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

                       AARON
             Hey you sure you got the plan?

                       MILES
             Uh... yeah. But maybe we should go
             over it one more time just to make
             sure there's no... problems.

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

                       MILES (CONT'D)
                 (realizing)
             There's no Spider-Man here...

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

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

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

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


EARTH-1610

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

RIO AND JEFF just outside the door.

                       JEFF (O.S.)
             I'm sorry baby, but you did
             unilaterally unground him.

                       RIO (O.S.)
             Jeff. Tranquilo.

                       JEFF (O.S.)
             I just worry about him getting
             mixed up with the wrong people.

OUT IN THE LIVING ROOM
                                                       153.


                    JEFF (CONT'D)
          This is probably that girl. What is
          he even thinking being with her?

                    RIO
          I have some ideas.

                    JEFF
          Baby, you're really not helping.

                    RIO
          You saw the way he lit up around
          her! I just hope she doesn't get
          him hurt.

GWEN winces.

                    JEFF (O.S.)
          I mean, am I responsible for this?
          Maybe it's all my fault.

                    RIO
          C'mon Papa, you're a great dad!
          This is hard.

                    JEFF
          This is hard, we got a whole new
          kid who just wants to gr ow up so
          fast. And maybe... we gotta grow up
          too.

                    RIO
          A little bit.

                    JEFF
          Maybe we just... gotta let him
          spread his wings, man.

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

                       RIO
          ... man?

                    GWEN (O.S.)
          It's not your fault --

Gwen faces them. Miles' empty room behind her.

                       GWEN (CONT'D)
          It's mine.

                    JEFF
          Aw, come on, what the heck are you
          doing here?
                                                       154.


                    GWEN
          Oh, his window was open so I came
          in, because that's normal to do.

                    JEFF
          I want to talk to your parents!

                    GWEN
          Right, my dad's kinda hard to get
          on the horn...

                    JEFF
          Oh really? What does he do? DEAL
          DRUGS?

                    GWEN
          He's a cop.

                    JEFF
          Statement withdrawn.
              (saving face?)
          I'm gonna call the station.

                    GWEN
          I don't think he's there... or
          anywhere around here.

                    JEFF
          Well that's his jacket, emo.
          Where's Miles?

                    GWEN
          I don't know.

                    RIO
          YOU DON'T KNOW?! What do you mean
          you don't know?!

                    GWEN
          Yeah um, I'll leave.

                    RIO
          Where do you think you're going,
          young lady?

                    GWEN
          I'm going to find him.

ON JESS

watching Gwen ON HER WATCH from the s treet below...
                                                       155.


                       GWEN (CONT'D)
             I don't know where exactly, but I
             know where to start.

BACK UPSTAIRS

Rio and Jeff hang on Gwen's words:

                       GWEN (CONT'D)
             One thing I learned from Miles...
             it's all possible.

She loves the right things about him, at least.

                       GWEN (CONT'D)
             He loves you more than you could
             ever imagine. I've seen it.

She has. They know it.

                       RIO
             If you do find him... tell him five
             months.
                 (softening)
             And tell him we love him.

                       GWEN
             You got it.


ON THE ROOF - MOMENTS LATER

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


INT. AARON'S APARTMENT (EARTH-42) - NIGHT

Eyes open.

glimpses - Lucky cat. A MOTORCYCLE. Prowler TECH.

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

                       MILES
                 (groggy)
             Uncle Aaron...

Miles GLITCHES.

Nearby, Aaron activates a WINCH, lifting Miles off of the
ground. He tries a venom strike, but his hands are covered in
RUBBER KITCHEN GLOVES. Miles is helpless as Aaron CLOSES on
him --
                                                          156.


                    MILES (CONT'D)
          You don't understand. I'm not from
          here. The machine sent me here by
          mistake wait wait wait Uncle Aaron!

Aaron walks PAST the bag and puts on a RECORD.

                    MILES (CONT'D)
          Uncle Aaron, just hear me out--

Nope. He pushes up the faders. LOUDER.

                    MILES (CONT'D)
          I was bit by a spider that gave me
          powers. It was't supposed to bite
          me, it was supposed to bite someone
          else. Someone from here. I don't
          belong here. I need to go home. Or
          my dad - your brother- is going to
          die. I have an Uncle Aaron too -- I
          had one. He was a bad guy called
          the Prowler, he looked out for me.
          He did a lot of bad things but -- I
          knew he wanted to be good. He just
          didn't know he had a choice, but
          you do. You can be a good guy.

                    AARON
              (a small gallows chuckle)
          A "good guy?"

                    MILES
          Please, trust me. I know you don't
          want to be the Prowler--

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

Miles swings back into frame. Shaken, but unhurt.

                       AARON
          I'm not...

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

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

                    PROWLER
          Your dad is still alive?

                       MILES
          What?
                                                          157.


                    PROWLER
          Your father. You said he's still
          alive.

                      MILES
          Yeah.

                      PROWLER
          Oh.

                    MILES
          Who are you?

He unmasks...

Meet the hardened, braided MILES G. MORALES of EARTH-42.

                    PROWLER
          I'm Miles Morales. But you? You can
          call me the Prowler.

                    MILES
          If I don't get home, our dad is
          going to die.

                      PROWLER
          Your dad.

                    MILES
          Please. You have to let me go.

                    PROWLER
          Why would I do that?

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



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

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

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

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

                    PETER
          Don't tell Mom.

Mayday pulls down her little spider mask.
                     Blue Rev. (mm/dd/yy)              158.


                     GWEN (V.O.)
           I never found the right band to
           join. So I started my own.

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

                     GWEN (V.O.)
           ... with a few old friends.

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

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

A spark.

GWEN looks right at us...

                     GWEN (V.O.)
           You want in?

  ... and takes the leap.

Spider-Man: Across the Spider-Verse



Writers :   Phil Lord  Christopher Miller  Dave Callaham
Genres :   Animation  Fantasy  Adventure


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