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Interdimensional Movie Night

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Alright, let's take this from the top.

My name is Peter Stark, and I was adopted by Iron Man about five months ago.


... I don't really want to talk about it.

Anyway, I was bitten by a radioactive spider... um, three years ago now? I helped fight Captain America, stayed close to the ground for a while, took down the Vulture, turned down an invitation to the Avengers, started crushing on- nevermind that, buried my aunt, got adopted and now I'm being homeschooled until further notice.

Today was supposed to be a normal day. See, I'm kind of staring at a bubbling black blue purple portal on the kitchen ceiling. "Um, dad?!" God, it still feels weird to call him that. "What is it, ki-iiiwhat is that." Dad- Mr. Stark- stares at the portal on the ceiling.

"I dunno, it just... showed up a minute ago? It looks like some kind of portal. Do we poke it?" "Absolutely not." Dad immediately rejects the idea, which, okay, wasn't much of a good one, anyway. Fair enough.

Get away.

My spider-sense blares just enough of a warning for me to push myself and Dad back before everything goes absolutely insane.

And with insane, I mean five things falling out of the portal in rapid succession- a man in a trench coat, a girl in white, a teen in black with a hoodie and jacket and Nikes, a robot and a little girl. In that order.

"Get off-" grunts the middle-aged man (going by the voice) in trenchcoat, sweatpants and mismatched converse. "Sorry, dude- Peni, get your robot off of us, damn it-" grunts the guy who actually manages to look younger than me, Jesus, and who's Peni? "Sorry, guys!" the little girl on top chirps and everyone gradually disentangles themselves.


They look animated what the actual hell-


(POV Tony Stark)

"Okay, what's going on here?" I finally ask, seeing how no one's going to explain on their own and Peter's clearly still hung up on their physical appearance. Not to say that they don't look freaky as hell, because what even, but still.

The four (five?) turn to me with varying levels of puzzlement on their features. Also, they're all various levels of spider-themed which is... something. I need coffee.

"Is... is that Tony Stark? The inventor of the ARC reactor? Don't tell me we're in the 21st century again. Is every dimension but mine two thousand something or other?" "Noir's from the 1930s." The kid in the spray-painted suit pointed out. The little girl- Peni?- groans. "That's worse, Miles." Miles raises his hands in a "hey-I-didn't-do-anything" gesture and looks around. "So, any clue which dimension we're in? Peter B, this yours?" The man who looks vaguely homeless looks me over.

"Nope, that's definitely not the look of a rogue HYDRA cell, too expensive. Also, guys, another spider-person like right there. Looks like another Peter Parker to me."

"What are you all talking about?" I ask, getting a bit louder. Rogue HYDRA cell? What?

 The girl in white slaps her face in an all too familiar gesture. "Okay, everyone, can we shut up for a minute? I think it's fair to say the Avengers in this dimension are a bit different than the ones in ours. Clearly, this particular Tony Stark didn't run away with all the others. Sorry, we should introduce ourselves, probably." "Yeah, that'd be nice." the spiderling pipes up. "Right, uh, I'm Gwen Stacy, aka Spider-woman, the kid in the spray-painted suit is Miles Morales, aka Spider-man, that's Peter B. Parker, also Spider-man, and Peni Parker with Sp//dr. And you are?"

"Tony Stark, Iron Man, most of you hopefully heard of me at least at one point, this is Peter Stark, also Spider-man, I adopted him a couple of months ago." He waves.

A DVD clatters to the floor from the portal and Miles picks it up.

"Uh, guys? I think we won't have to explain how we got here." He holds up the DVD case.

S pider-Man: Into the Spider-verse

Chapter Text

(Gwen's POV)

This is so weird.

Mind you, I say after having met four-now-five versions of my dead best friend, one of which is a pig who sounds like one of my favorite comedians and another who's a little girl from the 31st century (and all of which are superheroes), but this?

Officially the weirdest part of my life. Ever.


It's been about an hour since we arrived in this dimension (Peter B. never gets to handle a goober again) and shared stories about the various Avengers in our dimensions. Miles' universe doesn't even have them, which kinda freaked Stark out. It was pretty funny, actually. 

Anyway, right now all of us had arranged themselves over two couches facing a TV, save for Peni who retreated to Stark's labs to fix our goobers.

We're going to watch the movie.

This is so weird.

(General POV I guess?)


The cover asks WHO IS SPIDER-MAN?

SPIDER-MAN (V.O.): Alright, let’s do this one last time. My name is Peter Parker.

QUICK CUTS of a BLOND PETER PARKER Pulling down his mask...a name tag that reads “Peter Parker”...various shots of Spider-Man IN ACTION.

SPIDER-MAN (V.O.): I was bitten by a radioactive spider and for ten years I’ve been the one and only Spider-Man. I’m pretty sure you know the rest.

"One and only." Peter B. snorts. "Ironic."

UNCLE BEN talks to Peter.

UNCLE BEN (V.O.) With great power comes great responsibility.

Uncle Ben walks into the beyond.

Peter Stark and B. are clearly uncomfortable. Miles squeezes Peter B's arm reassuringly, while Tony gives Peter Stark a one-armed hug. "You okay, kid?" "It's okay."

SPIDER-MAN (V.O.) I saved a bunch of people, fell in love, saved the city, and then I saved the city again and again and again...

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

"Ouch, when I tried that I fell down an elevator shaft. I was fine, just startled, but I really wasn't expecting it." Peter comments, to Miles and Gwen's snorts.

SPIDER-MAN (V.O.): And uh... I did this.

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

SPIDER-MAN (V.O.): We don’t really talk about this.

Peter B. attempts to hide in his seat. Miles stares at him. "You didn't." Peter B. groans. "Oh my god." Miles grins at his pseudo-mentor. "Shut up...."

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

SPIDER-MAN (V.O.): Look, I’m a comic book, I’m a cereal, did a Christmas album. I have an excellent theme song.

"Huh, not bad. He's better at this than I was, at least." Tony looks at Peter B. at the remark. "You invested in failed products?" "Pretty sure it'll come up." And oh boy, he was definitely dreading his introduction.

SPIDER-MAN (V.O.) (CONT'D): And a so-so popsicle. I mean, I’ve looked worse.

"Oh god, I completely forgot about those- pfft-" Miles laughed. The others join in- it's infective, really.

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

SPIDER-MAN (V.O.): But after everything, I still love being Spider-Man. I mean, who wouldn’t?

Everyone quickly sobers up. Peter B. absentmindedly raises his hand. Miles pats his arm.

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

In unison, all other-dimensional Spiders flinch, something Tony takes a quick note of. "So what's the deal with that thing?" "You'll see..." Miles mumbles.

Peter has a bad feeling about this.

SPIDER-MAN (V.O.): So no matter how many hits I take, I always find a way to come back.

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

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

Miles huddles closer to Gwen and Peter B. "And so it begins..." The older Peter mutters morosely.

Tony really doesn't want to know.

SPIDER-MAN (V.O.): Because the only thing standing between this city and oblivion is me. There’s only one Spider-Man. And you’re looking at him.

Spider-Man WINKS. Man, he’s cool.

"Not for long." Gwen attempts to lighten the mood. It doesn't exactly work, but at least everyone's facing the screen again.


MILES MORALES draws HOME-MADE STREET ART NAME-TAGS at a desk, headphones on, singing along to a song he’s too young for (”Sunflower”), but he doesn’t quite know the words yet.

"Oh, hey, there's you!" Peter points out, to Miles' further embarrassment at hearing himself 'sing'. "Is this before or after the spider?" Gwen asks absentmindedly, to Miles' mumbled "before".

A PHOTO of a YOUNGER MILES with his PARENTS and his UNCLE AARON visible in the background--

RIO (O.S.): Miles! Miles, time for school!

JEFFERSON (O.S.): --Miles! Miles! MILES!

--Miles WHIPS OFF his headphones-- 

MILES: Yeah?!--

"Oh- this is my first day at Vision. Great."

Peter's pretty sure there's humiliation incoming. Hoo boy.

JEFFERSON (O.S.) Are you finished packing for school?

MILES Yeah! Just ironing my last shirt!

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

"Dude, don't lie to your parents." Peter reprimands Miles. Tony shoots his adoptive son a look. He shrinks back in his seat.

RIO: ¡Vamo chacho!

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

JEFFERSON (O.S.): C’mon, you a grown man now! Let show these teachers that. Let’s go!

RIO (O.S.): --Miles!


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

MILES: Where’s my laptop?

RIO: ¿Donde le dejaste?

MILES: ¡Yo no se!

JEFFERSON: --If you want me to drive you we gotta go now--

MILES (edging away): --No Dad, I’ll walk!-- JEFFERSON (CONT'D): Personal chauffeur going once- -

MILES (continuing): --It’s ok--

RIO: Ay Maria, este nene me tiene loca!

"Hectic household, aren't you?" Gwen comments. "Yeah, that day was worse than usual..." Miles attempts to save face.

Going by everyone's looks, it's not working.

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

RIO (CONT’D) (impatient): Miles, gotta go!!

MILES (chewing): In a minute!

RIO (sing-song): Gotta Go-ohh...



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

MILES: Mom. I gotta go...

RIO (kissing him): In a minute...

Miles frantically hides his face in his arms- completely missing the wistful looks everyone gives the screen.

(In all his embarrassment, he forgets over half the room consists of orphans.)

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

RIO (CONT’D): Papá! Llamame! See you Friday!

MILES: Okay, mami. Hasta luego!


Miles struggles down the street with the heavy bag, but he’s in his element. He walks by his old school, BROOKLYN MIDDLE - passes some OLD FRIENDS, who he loves and misses.

OLD FRIEND 1: Ohhhhh. Look who’s back! Yo what’s going on, bro?--

MILES: --Hey, I’m just walking by, how you doing?--

OLD FRIEND 2: --Miles! ¿Te va bien en la escuela?-

MILES: --Seguro que si--

OLD FRIEND 3: Yo, Miles did you feel that earthquake last night?

The youngest spider-person looks at Gwen. "Your arrival?" "Probably, yeah. Either that or the trios." "The trio?" Peter asks. "Peni, Noir, and Porker- the last two aren't here, thank god, their atoms could barely handle Miles' place. They look pretty... different. From the rest of us." Gwen explains. "One's black and white and the other's a cartoon pig." Miles pipes up.

Tony and Peter stare, in unison, at the other spiders.

"Let's just move on." Peter B. gripes and FRIDAY (who'd been pausing the movie whenever someone'd start talking) resumes the footage.

MILES: What are you talking about? I slept like a baby last night.

OLD FRIEND 5: How’s that new school? MILES (CONT'D): --So easy!--

OLD FRIEND 5: We miss you, Miles!

MILES: You miss me? I still live here! ...Wait, you miss me?

"They were talking like I'd never visit them again, seriously. ...then again, I didn't." Miles muses, surprised.

"Guess you weren't as good friends with them as you thought, huh?" Gwen elbows him, to his amused grin. "Yeah, guess so."

(Peter B. hides a pleased grin in his trenchcoat's collar. Tony notices and mouths 'proud of your kids?' at him, to his mortification. Tony grins. He's in denial. Adorable.)


--but he trips on his shoelaces and falls into the street--

MILES (CONT’D): ¡Contra!

"Seriously, tie your shoes already," Peter B. groans. "Nope. It's a choice and I'm sticking with it."

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

MILES (CONT’D) (knows what’s coming): Ah c’mon...


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

MILES: Seriously, Dad, walking would have been fine.

Reveal Jefferson driving. Miles' dad is a COP!

"Oh, yours too?" Gwen asks, somewhat surprised. "Yeah." Miles groans, knowing what's about to happen.

JEFFERSON: You can walk plenty on Saturday when you peel those stickers off.

MILES: You saw that? I don’t know if that was me, Dad.

JEFFERSON: And the two from yesterday on Clinton.

MILES: Yeah. Those were me.

Jefferson stares, shuts down the cheekiness. Miles looks hurt. Jefferson clocks his pained look. It bums Jefferson out. There’s an awkwardness between Miles and his dad that's not there with his mom.

They drive by a row of HIPSTER COFFEE SHOPS. Jefferson tries to bridge the gap with Miles, more cheerful:

JEFFERSON: Soooo... look at that, another new coffee shop... you see that Miles?

MILES: Totally, yeah... JEFFERSON: --You see that one, what’s that one called?

MILES: Foam Party. JEFFERSON: Foam Party, come on...and everyone is just lining up! You see that, Miles--

MILES (CONT'D): I see it-- JEFFERSON: Is that a coffee shop or a disco?

MILES: Dad, you’re old, man.

"Jesus, this is awkward. And I thought Rhodey finding out about memes was bad..." Tony shudders at the memory. There are certain things not meant to come out of grown men's mouths, and the word "yeet" is one of them.

Peter suppresses a shiver as well. Thank god his dad is sensible, at least.

NEWS ANCHOR (ON RADIO): There are multiple reports of another mysterious seismic event last night. Sources close to Spider-Man say he is looking into the problem.

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

JEFFERSON: Spider-Man. I mean this guy swings in once a day zip-zap-zop in his little mask and answers to no one, right?

"Oh, that's gonna be awkward." Peter cringes. "It is." Miles groans into his arms.

MILES: Yeah, Dad...

JEFFERSON: And meanwhile my guys are out there, lives on the line-- MILES (CONT'D): Uh huh...

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

JEFFERSON: --no masks, we show our faces. Accountability. MILES (CONT'D): --Oh no! Dad, speed up, I know these kids--

JEFFERSON: --You know, with great ability comes great accountability--

"That's not how it-" Peter B. protests, but Miles interrupts him by slapping his hand over the older man's mouth.

MILES: That’s not even how the saying goes, Dad--

"See, did it for you, calm down." Peter B. huffs but calms down.

JEFFERSON: --I do like his cereal though, I’ll give him that--

Jeff stops the car. The teens reach Miles’ window. TEEN BOY Yo Miles! You get arrested?

MILES (mortified): --Oh my gosh. Don’t cops run red lights?

JEFFERSON: Some do... but not your Dad!

"Hey, a responsible driver! Didn't know they had those in any New York." Gwen remarks, surprised.

Peter B. and Tony trade uncomfortable glances. (Peter shrinks in his seat as he remembers his own horrendous attempts at driving.)


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


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

"New school jitters?" Tony asks, surprising Miles, who hadn't expected to be addressed by the resident inventing genius. "Uh, yeah. You had those?"

"I graduated high school with 14 and attended MIT right after, of course I had new school jitters." Tony shoots him a "duh" look. Miles shrugs, a bit uncomfortable with the attention of the senior superhero (who didn't even exist in his dimension, and wasn't it finding out about entire superhero teams in different dimensions?).

The Avengers sounded dope, though.

MILES: Why can’t I go back to Brooklyn Middle?

JEFFERSON (raises his eyebrows): Miles, you’ve given it two weeks. We’re not having this conversation.

MILES: --I just think that this new school is elitist--

JEFFERSON: --Elitist?--

MILES: --and I would prefer to be at a normal school among the people.

JEFFERSON: The people? These are your people!

MILES: --I'm only here ‘cause I won that stupid lottery--

JEFFERSON: No way. You passed the entry test just like everybody else, ok! You have an opportunity here, you wanna blow that, huh? You want to end up like your Uncle?

MILES (under his breath): --What’s wrong with Uncle Aaron? He’s a good guy- -

Miles practically sinks into himself at the mention of his uncle, causing the two spiders with him on the couch to comfort him.

Tony's about to ask, but a hand on his arm by the younger Peter makes him halt in his tracks. 'He just lost him- it's like me and May.' His eyes convey the message shockingly clear, and Tony grimaces as he remembered how withdrawn his kid had been the first few weeks.

Right... better to leave the kid be for now. (The inventor hadn't missed how uncomfortable Miles had gotten when he talked to him. Clearly, the 14-year-old (fourteen good god) wasn't entirely comfortable with strangers. Best let the kid get used to him, first. Tony knew he could be... a bit overwhelming.)

--Jefferson FLINCHES, angered. Reins it in.

JEFFERSON: ...We all make choices in life--

MILES: --It doesn't feel like I have a choice right now--


Tension fills the car. They sit in silence for a beat. Miles gets out of the car and opens the front door to get his bag. Jefferson staring through his rearview mirror--

JEFFERSON (CONT’D): I love you, Miles.

MILES: Yeah, I know, Dad. See you Friday--

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

JEFFERSON (INTO P.A.): You gotta say I love you back.

Miles shrinks in his seat, mortified. "Oh god no, not this part."

MILES: Dad are you serious?  JEFFERSON (CONT'D): I wanna hear it.

MILES: You wanna hear me say it-- JEFFERSON (CONT'D): --I love you, Dad.

MILES. --You’re dropping me off at a school-- JEFFERSON (CONT'D): --I love you Dad.

MILES: Look at this place-- JEFFERSON (CONT'D): --Dad, I love you.

MILES: Dad, I love you.

JEFFERSON (INTO P.A.): That’s a copy. Tie your shoes, please!

The entire audience winces in unison. "Worst start to a new school, ever." Miles mumbles into his jacket sleeves.


- MORNING PAN UP from UNTIED SHOES -- Miles clocks them but defiantly DOES NOT TIE THEM--

--Miles walks through a LOBBY filled with TALLER KIDS in IDENTICAL BLUE UNIFORMS. A cutting-edge LAB SCHOOL in a converted industrial building.

STUDENT: I love you, Dad!

"Annnd, bullying. My favorite part. This is why I accepted Dad's offer for homeschooling." Peter groans. "Dude, you get to be homeschooled? Lucky. That's still hanging over me." Miles complains.

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

MILES: Hey good morning. How you doing?... Weekend was short, huh?

(he turns to another kid) Oh my gosh this is embarrassing, we wore the same jacket--

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

PASSING STUDENT: Hey-- MILES (CONT'D) (hopeful): --Yeah?

PASSING STUDENT: --Your shoe’s untied.

MILES: Yeah, I’m aware. It’s a choice.

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

"Seriously, why are your shoes untied?" Gwen asks. "I dunno, I think it looks cool." Miles shrugs.

"I mean, it kinda does. With your suit, at least. But your suit is just awesome in general." Peter compliments idly, to Miles' embarrassment.



MATH TEACHER: --Who can solve this for XY?--


LOGIC TEACHER: --And that is known as a syllogism.

--IN JUMPCUTS Miles walks back and forth acr oss the hallway. Each time he is holding more paper and books in his arms, getting more and more WEIGHED DOWN.

SPANISH TEACHER (V.O.): --en este clase, se habla castellano--

LITERATURE TEACHER (V.O.): --Tonight, read two chapters of Great Expectations--

SCIENCE TEACHER (V.O.): --I’m giving you a take-home quiz on volumetric pressure-- 

HEALTH TEACHER (V.O.): --a five page essay with your conclusions stressed--

VARIOUS TEACHERS (O.S.): Workers Party/ Take-home Work/ Industrial Revolution/ Incapable/ An enormous change/ Unstoppable--




"That was probably the most accurate representation of teenage school stress I've ever seen in a movie... ever. Wow." Gwen comments impressed. Miles groans as he remembers his disastrous first weeks.


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

PHYSICIST: --countless other possibilities. There could be a universe where I am wearing red. Or wearing leather pants--

"Wait, isn't that- it is! I thought you were kidding about the documentary, kid. Convenient." Peter B. exclaims in surprised, to Tony and Peter's confused looks.

Peter B. notices them. "I'm pretty sure that'll come up soon, but basically- that's a bad guy." "Huh." Tony muses. Doesn't look it.

The door BURSTS OPEN -- MILES, out of breath, is silhouetted in the doorway.

The TEACHER FLIPS THE LIGHTS on. STUDENTS blink in the bright light and grumble.

MS. CALLEROS: Mr. Morales, moving in the dark. You’re late again.

MILES: Einstein said time was relative, right? Maybe I’m not late. Maybe you guys are early.

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

"Oh, hey, that's you!" Peter exclaims, surprised at Gwen's sudden appearance. Tony scrutinizes the screen for a moment, then turns to look at the current Gwen. "What happened to your hair?"

Miles and Gwen look at each other awkwardly, then turn back to the screen. "It'll come up." Miles mumbles, embarrassed.

"Also, that joke is terrible." Tony reprimands the youngest spider in the room. Miles groans again, sliding lower in his seat. This is gonna be a long movie, isn't it?

Chapter Text

NEW GIRL: Sorry. It was just so quiet.

MS. CALLEROS: Would you like to keep standing there or do you want to sit down?

Someone HITS THE LIGHTS. In the dark, Miles awkwardly makes his way to his seat, BANGS into a desk in the dark.

"It's not getting better anytime soon, is it?" Peter pipes up. Miles' groan is all the confirmation the young Stark needs.

Onscreen is a PHYSICIST, identified as “Director, Alchemax Laboratories.” She’s the consummate nerd and AMPED about physics.

PHYSICIST: Our universe is, in fact, one of many parallel universes happening at the exact same time. Thanks to everyone here at the Fisk Family Foundation for the Sciences, I will prove they exist when I build my supercollider. All I need is 10 billion dollars. Chump change, right?

"Chump change? Lady, I'm a billionaire, and I can tell you that ten billion? Not chump change." Tony guffaws.

"Fisk Family Foundation... yeah, that sounds about right." Peter B. muttered under his breath. drawing a confused look from the younger Peter. So... more family issues? Great.

ON MILES, he BONKS INTO THE DESK of a NEW GIRL, paying rapt attention and sits down at the desk beside her.

Miles checks out the girl, who catches him looking. Miles looks away. Looks back -- she’s still looking.

Tony whistles. "Man, teenagers got awkward while I wasn't looking." Gwen snorts. "That's more of a spider-man thing. I think the only one who hasn't made us feel awkward is Noir."

Needless to say, the assembled Spider-men glared at the teen for the comment. "What? It's true."

"Just because it's true doesn't mean you have to say it..." Miles mumbles, to Peter B's indignant "Hey!".

NEW GIRL: I liked your joke.

MILES: Really?

NEW GIRL: I mean, it wasn’t funny, that’s why I laughed. But it was smart, so I liked it.

MILES (taken aback, then): I don’t think I’ve seen you before--

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


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

Said girl looks at Miles curiously, who shrinks in his seat.

Peter B. hides another smirk in his collar when he catches himself- damn it, again?

He looks over to find Tony looking extraordinarily smug. He huffs.

PHYSICIST: Every choice that we make, would create countless other possibilities. A What-if to infinity.

"Kind of a terrifying prospect, when ya think about it." Tony idly comments. "Why?" Peters asks.

"Well, if there are infinite universes filled with every choice we ever made, does anything we do actually matter?"

The spider-people stare at Iron Man in horror. "You were right. That is terrifying. This is going to haunt me at night- oh my god." Miles draws into himself, muttering.

"But, uh, no reason to give up, right? Your universe is your own, and just because there's more like them out there doesn't mean that yours doesn't matter." Peter B. attempts to draw the existential teen out of his sudden crisis, looking at Tony with eyes that scream 'Look What You Did Now'  which, to be fair, Tony kind of deserves right now because wow he didn't mean to do that.

Before the situation can escalate further, FRIDAY resumes the movie.


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

MILES: A zero? A few more of those and you probably have to kick me outta here huh? Maybe I’m just not right for this school?

MS. CALLEROS: If a person wearing a blindfold picked the answers on a true or false quiz at random, do you know what score they would get?

MILES: Fifty percent?

"Yeah, I know, I fucked that one up." Miles sighs at Gwen's incredulous look.

MS. CALLEROS: That’s right!

MILES: Wait wait!

MS. CALLEROS The only way to get all the answers wrong, is to know which answers were right. You’re trying to quit. And I’m not going to let you. I’m assigning you a personal essay. Not about physics, but about you and what kind of person you want to be.


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

Frustrated, Miles looks out the window for a beat. Miles SMILES -- he has a MISCHIEVOUS IDEA.

Contrary to his on-screen self, the real Miles' eyes go wide. "Oh, crap."

"What is it, Miles?" Gwen asks, puzzled. "I'm... gonna look away for this next part. Or just... leave. Do you mind?"

Puzzled looks all around, before realization suddenly lights up the younger Peter's face. "Of course, you can leave if you want."

Miles hurries out of the room. "What's up with him?" Peter B. asks, worried for his pseudo-mentee. "I think his uncle's gonna show up," Peter explained in a low voice and the rest of the viewers winced. "Yeah, okay, can't blame him if that's the case. I knew this wasn't gonna be easy for him, but... yeesh." Tony winces.


Miles moves down a street, alive with night time city energy. Once again the CAREFREE kid he yearns to be. Moving AWAY from the Manhattan skyline and turning into--

--AN ALLEY, where he sees a light on in the top apartment.


UNCLE AARON is texting on his couch when he receives a picture text of him, texting, from 1 second ago. Uncle Aaron looks at his window and sees Miles--

MILES (laughing): Uncle Aaroooooon! Hey! Were you scared?!


Gwen chuckles a little, but it quickly peters out. No one really wants to think about what's coming- least of all Miles, who can still hear the movie from behind the door he'd hidden behind.

TIME CUT -- Aaron washes dishes as Miles SPARS with Aaron’s PUNCHING BAG not-very-competently:

MILES (CONT’D): You want that, huh? Unh. Unh.

UNCLE AARON: What’s up with school?

MILES: Going great. Got tons of friends.

UNCLE AARON: You can't tell me it’s all that bad there... smart girls is where it’s at. Place must be full of 'em.

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

MILES: No, there’s no one. There’s no one.

Aaron walks over to the microwave to get some popcorn.

UNCLE AARON: ...Yo, I cannot have a nephew of mine on the streets with no game.

MILES: I got game! (fronting) There was a new girl, actually, she's kinda into me. You know how it is.

Miles slinks back into the room just in time to see Gwen shoot him an unimpressed look. He ducks his head, to Peter B's grin.

The older man freezes again as he catches himself smiling. Goddamnit, am I really doing this?!

He takes a moment to assess his feelings- Yeah, I am. Shit.

UNCLE AARON: What's her name?

Miles sits on the couch and SCRIBBLES in his notebook.

MILES (stutters, until--): --You know we... this is... we’re laying down the groundwork right now.

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

UNCLE AARON: You know about the shoulder touch? (Tony: "The what?" Miles: "Just... watch.")

MILES: Of course I do! But tell me anyway.

UNCLE AARON: Tomorrow find that girl, walk up to her and be like... (does shoulder touch) "Hey".

"Oh god, is that what you were trying to do?" Gwen snorts, to Miles' mortification. "Wait, you actually tried that on a girl?" Tony asks, disbelieving.

Miles mumbles a "yeah". "As a former playboy, let me give you a tip: Don't do that with your voice. Ever."

"What, the touch is fine?" Miles asks. "If you lead into it, it can work. Don't start with it, though, that's not gonna go over well."

"Are you- are you giving him dating advice?" Peter B. sounds increasingly incredulous. Tony barks out a laugh. "Hell no, that's advice for getting a one-night-stand, a relationship based on that won't work out for anyone in our line of work."

Peter B. blinks. Going over Tony's words again, it's surprisingly sound advice. "So what's recommended for superhero relationships?" He challenges. "Well, first of all, you're gonna need a woman who can actually handle a relationship with someone who continually puts his life on the line, so either ungodly patience or someone who's a superhero themselves. You need to make sure you actually get along, too, build a rapport with them first- don't jump straight to romance, that is a recipe for disaster."

Peter B. blinks and re-adjusts his view of Tony a bit. The man knew more about this kind of thing than expected. this why me and MJ didn't work out? Did we jump towards romance too fast? Well, it's a bit late for friendship now, I guess.

MILES (laughing): You serious Uncle Aaron?

UNCLE AARON: I'm telling you, man, it's science.

MILES: So walk up to her and be like... hey.

UNCLE AARON: No no no no... like hey...

MILES: "Hey."

UNCLE AARON: No. “Heyyy”

MILES (mocks him): Heyyyyy.

UNCLE AARON: You sure you’re my nephew, man ?

Miles’ phone vibrates.

UNCLE AARON (CONT’D): Is that her? (Miles: "Nope.")

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

MILES (checking his phone) I should probably go. Still got a paper to do tonight.

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

Peter B. blinks as he notices the drawing. "Hey, you're pretty good at that, actually." "Uh, thanks? I've been doing it for a while."

UNCLE AARON: --Yo, you’ve been holding out on me. You throw these up yet?

MILES: No, man, you know my dad. I can’t.

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

UNCLE AARON: C’mon. I got a spot you ain’t gonna believe.

MILES: I can’t! I can’t I can’t--

"You're gonna do it, aren't you?" Peter B. quips. Miles smiles, embarrassed. "Yeah."

("They're kinda like us, huh, Dad?" Peter whispers to Tony, who grins at him. "Yep, pretty sure Trenchcoat over there's still in denial about it.")


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

MILES: I’m gonna get in so much trouble.

UNCLE AARON: Hey man, tell them your art teacher made you.

MILES: Hey, how did you know about this place?

UNCLE AARON: Did an engineering job down here.

Peter suddenly remembers something. "Wait- waitwaitwait, is that Aaron Davis?" Miles turns to stare at the younger Peter. "I- yeah, that's my uncle's last name, why?" "Dude, I met this universe's version of him a while ago! He used to be a criminal who was involved in one of the Vulture's weapons deals, I interrogated him later- he really helped me out!"

Miles winces at the 'criminal' part, but smiles, a bit weakly, at the local Spider-man. "Yeah, he was the best."


Aaron and Miles walk deeper and deeper down the tunnels and approach an ELECTRIFIED floor-to-ceiling FENCE. RACK TO an AlCHEMAX PRIVATE PROPERTY SIGN, and other HIGH-SECURITY PARAPHERNALIA. Someone really wants people to stay out.

Tony narrows his eyes. Wasn't Alchemax the place that evil scientist worked at- oh no.

The realization must've been visible on his face because Gwen and Peter B. raise a finger to their lips. 'Don't say anything yet. Sore subject.'

He winces. Looks like he's not just a criminal in this universe. Got a chance to redeem himself here, though.

Aaron expertly CLIMBS A FENCE, drops down on the other side. Miles climbs the fence.

We STAY ON AARON as we hear Miles struggle. Finally, Miles lands next to Aaron.

MILES: Wassup?

Uncle Aaron laughs.

UNCLE AARON: Yeah man, I knew we were related.


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

MILES: Whoa... (The others echo him.) (then, for the echoes) BROOKLYN! Brooklyn! brooklyn!

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

UNCLE AARON: There’s a lot of history on these walls.

MILES: This is so fresh.

Aaron gestures to a wall that’s been RECENTLY CLEANED AND PREPPED...clearly by Aaron.

Aaron smiles, leans down to his BAG and unzips it, revealing KRYLON SPRAY PAINT CANS. He tosses a can to Miles. Presses PLAY on a stereo.

Miles SMILES-- --and starts painting. Aaron turns over a BENCH.

UNCLE AARON: Now you’re on your own, Miles.

(CONT'D) Whoa, slow down a little... that's better... that’s perfect.

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

"Oh, so this is when you get bitten!" Peter realizes. "Yeah, it's about to get real... real embarrassing." Miles groans. 

"Hey, all of us had a test phase- you should've seen my first flying attempts." Tony chuckles at the memory. "Maybe I'll show you the tapes later, I think I still have them."

UNCLE AARON (CONT’D) (coaching him): The real Miles, comin’ out of hiding. Now you can cut that line with another color. That’s it...

MILES: Little help?

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

UNCLE AARON: You want drips? ‘Cause if you do, that’s cool, but if you don’t you gotta keep it moving...

MILES: That’s intentional!

Aaron traces Miles’ silhouette on the wall.

UNCLE AARON Wow. Miles steps back, admiring his work. A STRIKING PIECE, built around Miles silhouette with nothing painted inside it. A BLANK. “No Expectations” written above.

"Holy shit, dude, that looks awesome!" Peter shouts, to Miles embarrassed grin. "Thanks, man."

MILES (suddenly embarrassed): Is it too crazy?

UNCLE AARON: No man. Miles I see exactly what you’re doing here, man.

Miles smiles. So happy to finally be seen.

UNCLE AARON (CONT’D): Yeah. You know me and your Dad used to do this back in the day.

MILES: Stop lying.

UNCLE AARON: It’s true. Then he took on the cop thing... and I don’t know. He’s a good guy, just... you know what I’m saying...

"He's uptight as hell? Yeah." Miles groans. "That's a movie you're talking to, kid." Peter B. quips, and Miles shrinks back, a bit embarrassed.

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

UNCLE AARON (CONT’D) All right, come on man. I gotta roll.

Aaron walks out of the tunnel leaving Miles alone. Miles takes one last look at their PAINTING and takes a picture of it on his phone.

There's the SPIDER, on the back of Miles’ hand. It BITES him!


--Miles flicks the spider and it falls off his hand.

"Well, that turned anticlimactic all of a sudden," Tony remarks. "Didn' that hurt? It hurt with mine." Peter asks, to Miles' bewildered shake of his head. "It was more of a mosquito bite. Kinda itched at night, but it passed pretty quickly."


TIME LAPSE: As the moon rises, Miles shifts positions. It’s a restless sleep, the spider-bite faintly glows, Miles starts to sweat...

While Miles tosses and turns, his roommate Ganke works on his computer, taking a break to read “The True Life Tales of Spider-Man” comic book.

"Oh, it's that kid we scared the crap out of- what's his name, anyway?" Peter B. asks, remembering how the teen fainted when Porker has piped up. "Oh, that's Ganke- he's pretty cool, actually. He's the bomb with computers, he actually hacked into the police radio for me." "Sounds like he's your Ned." Peter Stark quips.

"Who?" "My guy in the chair- he helps me out when KAREN doesn't. Oh, uh, Karen's the AI in the suit Dad made for me. She's awesome."


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

MILES (V.O.): That's weird. My pants shrank.

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

"Yeah, that's probably the weirdest part," Gwen remarks, to Peter's continued confusion. "I... I don't have that. Is that weird?"

The assembled animated spiders look around. "Probably has something to do with your dimension." Peter B. shrugs. "This place looks weird enough that that's not included."

Tony and Peter exchange a glance. 'This place looks weird?'

MILES: I think I hit puberty.

Ganke stops typing at this laptop, eyes wide. He quickly resumes his work as the words “I should have kept that to myself” appear thought-bubbled next to Miles.

Miles, Gwen, and Peter B. execute a perfect simultaneous facepalm. "Yeah, you should've." Peter B. groans.


Miles walks the halls, awkwardly trying to pull down his pants that are now suddenly too short for him.


MILES (V.O.): I gotta get new pants. Wait, why is the voice in my head so loud? (then) What--

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

NEW GIRL: Oh! Are you okay?

MILES: What?

MILES (V.O.): Why am I so sweaty???   NEW GIRL: Why are you so sweaty?

"Oh, that's creepy, what the heck- I was saying your thoughts?" Gwen grimaces. "Yeahup- I half-thought I said out loud."

MILES: It's a puberty thing. I don't know why I said that. I’m not going through puberty. I did. But I’m done. (”cool” and deep voice) I’m a man.

(tries to be suave) --So you're, like, new here, right? We got that in common.

NEW GIRL: Yeah, that’s one thing.

MILES: Cool, yeah. I’m Miles.

NEW GIRL: I'm G-Waaaanda.

"Gwanda" physically cringes. "Oh, that's so much worse from an outside perspective."

MILES Wait, your name is Gwanda?

GWANDA Yes, it’s African. I'm South African. No accent though, cause I was raised here.

Gwanda continues, though her voice FADES AWAY...

MILES (V.O.): Do the shoulder touch now! Before she walks away!

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

MILES (V.O.): Why is this so scary? Am I doing this in slow motion or does it just feel that way?

Everyone- and I do mean everyone- physically winces at the palpable awkwardness radiating from the screen.

WANDA: ...I'm kidding. It's Wanda. No G. That's crazy.

The hand lands. Beat.

MILES (”cool” and deep voice): “Hey.”

WANDA; OK then. I’ll see you around.

MILES: Oh. See you.

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

Peter can't help it- he snorts a little. "S- sorry. I know it's not funny but- it really kinda is!"

Miles huffs but concedes the younger Peter's point- from an outside perspective, the whole thing is almost embarrassing enough to circle back to funny.

MILES (CONT’D): Sorry... um... oh crap--

WANDA: --Hey! Um, can you let go, please? Ow ow ow ow ow, calm down, it’s fine--

MILES (CONT'D): --I can't... let... go...

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

"Wait, is this why you have that haircut?" both Peters ask at the same time, then look at each other weirdly.

"Um... yeah." Gwen is just as weirded out. That was weird to hear.

WANDA: Miles, let go!

MILES: I'm working on it. It's just puberty!

WANDA: I don’t think you know what puberty is! Just relax.

"Okay, first of all, I do know what puberty is, I was kinda in denial, and two- how do you expect me to relax in that kind of situation?!" Miles complains, to Gwen's amused smile. "Yeah, I guess I was expecting a bit much there..."

Peter B. can't help his grin again- finally, she's starting to admit it.

MILES: Okay, I have a plan. WANDA (CONT'D): Great.

MILES: I’m going to pull REALLY hard. WANDA (CONT'D): That’s a terrible plan.

MILES: 1... 2... WANDA (CONT'D): --Don’t do this!--

WANDA (CONT’D): --3!

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


Pre-lap: An electric razor BUZZES.

"And I thought our first meeting was bad." Peter B. quips. "It was. Actually, it was probably worse." Miles gripes.

Gwen raises an eyebrow. "Worse than that? How?" "Oh, you'll see," Miles grumbles.


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

And it is.

"Huh... that actually looks kinda cool." Gwen sounds surprised. Miles shoots her a look that screams "Seriously?!".

MILES: Nice to meet you.

She won’t even look at him.

WANDA: Sure. Total pleasure .


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

MILES (V.O.): No one saw. It’s ok. No one knows. No one knows.

(everyone is staring)

Everyone knows. Everyone knows!

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

MILES: They’re talking about me. They saw everything. He knows. She knows. They know.

(distracted by a tall girl)

Wow. She's super tall. Why is he smiling? Am I the weird guy now? What am I doing? How do I stop? Can they hear my thoughts? Why are all my thoughts so loud?!

"Yikes kid, are you okay?" Peter B. asks, somewhat surprised by just how hard Miles is taking it. "I am now. Back then- nope."


SECURITY GUARD: --Hey! I know you snuck out last night, Morales.


(to the security guard) Who’s Morales?

(V.O./THOUGHT BUBBLE): Not that dumb.

--Panicking, Miles TAKES OFF RUNNING.


Miles rounds a corner and runs down the hall trying. He finds an open door and runs into:


Miles slams the door behind him.

"Isn't that...?" Gwen starts, but Miles interrupts with a "yeah" before she can finish, to her wince.

 MILES (V.O.): You’re okay. You’re okay. You’re okay. He’ll never find you.


Now, the rest join Gwen's wince.

MILES (V.O.): No.


The guard reaches the door, starts to bang. We now see the sign on the door: SECURITY OFFICE.


Miles is stuck, yanking on the door. His HAND pulls away, ripping off the DOOR'S VENEER. He stands, his hands sticking to his shirt and accidentally YANKING IT OVER HIS EYES.

SECURITY GUARD (O.S.): What are you doing in my office Morales?! Morales! Open up!

Unable to see he RUNS DIRECTLY INTO A BOOKSHELF, then sticks to it, pulling it down IN FRONT OF THE DOOR. He hits the laptop and Spider-man’s Christmas song (”Spidey Bells”) starts to play .

"Oh boy. Shirtless in the security office. Can that get any worse?" Tony mumbles- not that it means much, all the spiders can hear him. "You'd be surprised..." Miles sighs.

Tony suddenly dreads the next few minutes.

MILES (VO/THOUGHT BUBBLE): Why is this happening?

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

SECURITY GUARD (sheepish): He's got a good voice. (Peters: "Thanks!")

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


MILES (V.O./THOUGHT BALLOON) (exerting himself): Stop... sticking!

He falls onto a DESK CHAIR and then ROLLS OUT THE WINDOW!


Miles sticks straight out his window sill, sticky feet the only thing preventing him from falling down.

"Oh god, you were right. This is so much worse- how did nobody see you?" Tony gapes. "I have no idea but I am incredibly glad I wasn't seen."

MILES (V.O./THOUGHT BUBBLE) (CONT’D) Keep sticking, Miles!

Miles struggles to get inside. He rolls onto an ADJACENT WINDOW where A FULL CLASSROOM of TRANSFIXED STUDENTS doesn’t notice the horrified Miles on the window--

TEACHER. ....what Hofstadter is suggesting... is that we... look underneath...

--Miles rolls AROUND THE BUILDING, rounding a corner --

Suddenly BIRDS fly into him, and somehow become STUCK TO HIS HANDS as they FLAP WILDLY, PECKING AT HIS EYES--

EXITING THE BUILDING, we find WANDA, watching Miles, a little perplexed.

WANDA: ...OK...

"Correction- I'm glad nobody else saw me." Miles groans.

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

MILES My room!

IN HIS ROOM, Miles makes his way through his window to the FLOOR. He looks up, breath heaving as a SPIDER-MAN COMIC floats down onto his face. (The True Life Tales of SpiderMan) Miles lifts the comic -- it rips a bit -- and looks at it. The two-page spread contains panels IDENTICAL TO WHAT MILES JUST EXPERIENCED: A Spider bite. Peter Parker pulling on the door ("Why is this happening?", “Please stop sticking!”), rolling out the window, and finally lying on the floor, exactly where Miles is.

"Comic-sposition!" Gwen quips. "You watch CinemaSins?" Peter asks, surprised.

"Who doesn't?" the girl shoots back.

MILES (CONT’D) (pure panic) How could there be two Spider-Men? There can’t be two Spider-Men. (V.O.) Can there?

"Nope, the universe can't handle more than one." Miles shoots, a bit morosely. Tony and Peter take notice and decide not to think about it for the time being.


On the cover: Miles leans against a glass building, 20 stories up. The REAL SPIDER-MAN is his reflection, but he’s bigger and cooler looking.

"Huh, that actually looks pretty sweet..." Miles mutters, resolving to take note of any further design ideas popping up during the movie- and there's bound to be several, if the changes he'd noticed so far keep going.


Chapter Text


Miles races down the street. A phone RINGS.

MILES (V.O.): Come on Uncle Aaron. Pick up. Pick up.

UNCLE AARON (PHONE MESSAGE): --Yo, it’s Aaron. I'm outta town for a few days. Hit you when I'm back. Peace.

His thoughts racing in V.O.:

MILES (V.O.): No nononono. It's not possible--


MILES: It's just puberty, it’s a normal spider, and I'm a normal kid--

--SCREEEEEEEEECCCHHH!!!! Miles races into the path of an ONCOMING CAR, but reflexes kick in and he VAULTS over it -- an INSANE SUPER-HEROIC leap that lands him twenty feet away. AMAZED PASSERSBY CHEER.

Miles continues on, more freaked out than ever.

"Man, you were in denial deep, kid," Tony remarks. "Glad I never had that kind of adjustment period."

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


Miles rides the subway.

MILES (V.O.): I gotta tell someone.

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

"Yeah, what was I gonna say- 'Dad, I might be another Spider-man?'? That's not gonna work in any way." Miles comments at the looks he receives.


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

MILES: You’re being crazy Miles. You’re being crazy.


The MURAL Miles made is still here.

MILES: Find the spider. You’ll see.

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

MILES (CONT’D): It's a normal spider. It’s like boring how normal the spider is...

The spider GLITCHES making Miles jump back.

"Okay, holy shit, ours did not do that! What the heck?!" Peter shouted jumping back on the couch- barely, Tony keeps it from falling over.

"Oh, right- completely forgot about that." Miles mumbles. "How do you-" "You'll see in a sec." The hoodied teen interrupts his mentor.

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

MILES (V.O.) (CONT’D): Why is this happening to me?


Miles shines his light into darkness. This is SCARY. A LONG, BLUE TUBE, stamped ALCHEMAX, arcs into the DISTANCE, HUMMING.

Miles’ spider-sense continues to direct him. Another surge of SPIDER-SENSE hits Miles and we hear competing thoughts in his head.

MILES (V.O.): Slow down!/What am I doing? What am I doing?

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

The viewers wince at the sudden cacophony of sound. "Jeesh, and I thought the suit's alerts for inbound attacks were loud..." Tony mutters under his breath. The more he watches this, the gladder he is to be something very close to a vanilla human. (There were the small improvements Extremis Ver. 2 had made- nothing all that noticeable, but there all the same.)

MILES: Look out./I don’t want to be a hero!/Look out.

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

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

Peter B. starts at the unexpected sound of his own voice. "Was that-" "Yeah- I only just noticed, but that was your advice from later..." Miles muses.

MYSTERIOUS VOICE #3: --You’re like me--

"I get the feeling that one's gonna stick," Peter remarks idly, to the other spiders' amused smiles- he was right about that.


--WHAM!!!!! A SUBWAY CAR flies towards him from the next room and SMASHES AGAINST THE WALL BESIDE HIM!

MILES: Whoa!

A round of surprised swearing erupts on the sofas- suffice to say, the spidey sense doesn't work on movies.


A massive staging room containing Alchemax EQUIPMENT.

ZOOM IN ON: SPIDER-MAN. In mid-flight. Backwards. He wrecks against some painful looking equipment.

ON MILES, TERRIFIED. What's happening?!

SPIDER-MAN: Norman, listen to me.

MILES (V.O.): Spider-Man?!

SPIDER-MAN: I cannot let you open a portal to another dimension! Brooklyn is not zoned for that!

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

Peter B. recoils in disgust. "That's the Green Goblin in your dimension?! What the hell happened to the creepy mask and wing glider?"

"Sounds like yours is a lot tamer." Gwen comments, sounding faintly jealous. The older Peter looks at the teenager in horror. "Yours is like that too?!"

GREEN GOBLIN: It’s not up to me. (Peter B: "And he talks. Great!")

MILES (V.O.): Is that Green Goblin!?

GREEN GOBLIN: Why won’t you quit?!

"Superheroes have stubbornness issues." Everyone says at the same time, then stares.

"Okay, let's never do that again, please?" Miles requests. "Absolutely," Tony affirms.

SPIDER-MAN: I don’t know I guess I like Brooklyn not being sucked into a black hole?

MILES: I think I’m gonna go...

SPIDER-MAN: Staten Island maybe, NOT Brooklyn!

As Miles turns to run, A GIANT BEAM CRASHES INTO THE ROOM. Miles FALLS ON TOP OF IT as it swings back out into the room where Goblin and Spider-Man are FIGHTING.

Miles hangs onto the beam for dear life.

MILES: No, no!

Miles is tossed around the room as Goblin and Spider-Man battle.

"Holy- Miles, were you okay?!" Peter B. exclaims, clearly worried for the youngest Spiderman in the room, for once not caring how it'll be taken.

"Yeah... I was okay." Miles says, then quiets down.

Peter B. is officially worried. (Wait, didn't he say- Fuck, I had hoped he was kidding about that! Shit shit shit.)

Green Goblin throws CLUSTER BOMBS as Spider-man swings around them, and Miles avoids the explosion but now he's EXPOSED. This is WAY more real in person.

He runs down a MASSIVE HALLWAY, away from the battle. Miles catches himself before tumbling over the end of the hallway into a giant room.


He is now in an ENORMOUS CHAMBER containing a SUPERCOLLIDER.

Again, the interdimensional spiders flinch at the sight.

Tony has a feeling that whatever the function of that giant thing is, the consequences are not gonna be pretty. Wait, didn't that Spiderman say something about a black hole?

Oh, crap.

MILES: Woah!!

Miles looks around the room, confused.

MILES (CONT’D): What is this place?--

--Spider-Man and Goblin BURST through doors above him--

--Miles falls STRAIGHT DOWN, but Spidey spots Miles and--

--swings him safely away, high and far from the action. They are on an OBSERVATION LEDGE overlooking the collider chamber. A beat as they appraise each other. Then:

SPIDER-MAN: Did you know your shoes are untied?

MILES: Uh huh.

SPIDER-MAN: This is a onesie so I don’t really have to worry about it.

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

"Oh god, that was the weirdest feeling ever, by the way- it resonated a lot stronger with him because he was from my dimension, and it feels weird as hell." Miles comments, shuddering at the remembered sensation. He'd felt so... vulnerable- as if Spider-man had just taken a stroll through his head to see the sights.

SPIDER-MAN (CONT’D) (thrown): I thought I was the only one. You’re like me.

MILES: I don’t want to be.

SPIDER-MAN: I don’t think you have a choice, kiddo. (gently) Got a lot going through your head, I’m sure.

MILES: Yeah...

SPIDER-MAN: You’re gonna be fine. I can help you. If you stick around, I can show you the ropes.

MILES (so relieved): Yeah.

SPIDER-MAN: I just need to destroy this big machine real quick before the space-time continuum collapses. Don’t move. See you in a bit- -

"That is not how you reassure- anyone, really. Ever." Tony groans, his head in his hands.

--IN AN AMAZING, MIND-BOGGLING MOVE, Spidey jumps away and uses the MASSIVE CHURNING SUPERCOLLIDER to WHIP HIMSELF UP until he’s ON THE CEILING, hundreds of yards above, and eye level with a CEILING PANEL.

"Oh, that's where you got that!" Gwen shouts. "Huh?" Peter asks. "It'll come up... well, later. Probably near the end." Miles deflects, a bit embarrassed... but mostly just dreading what's about to happen.

MILES (V.O.): How does he do that?

He RIPS THE PANEL OUT, reaches in, pulling out COMPLICATED WIRING. He pulls a STRANGE COMPUTERIZED KEY out of his suit and tries to plug it INTO A HANGING PORT.

Miles watches, IMPRESSED. Spider-Man tries to put the key in the port, but it’s the wrong side, he flips it around, that’s wrong too somehow. (Tony: "How???" Peter B: "I have no idea. Always happens, though.")

SPIDER-MAN: I always get this wrong.

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

SPIDER-MAN (CONT’D) (looks up): Oh boy.

--A PURPLE BLUR streaks overhead. TWO PUNCHES from nowhere. Dazed, Spider-Man looks up and sees a lanky opponent in a purple MASK and SUIT wearing mechanized GLOVES and BOOTS. It's THE PROWLER.

Miles goes stock still. Peter B. notices it first and awkwardly pulls him into a hug. Gwen soon joins in.

(Tony looks at the scene- damn it, he hates it when he's right about things like this. He's just glad Peter hasn't noticed yet.)

(Peter already noticed when he'd remembered who Aaron Davis was. He wants to comfort Miles, too, but... it's not his place.)


SPIDER-MAN (CONT’D): Prowler! Man, I was in the middle of something!


SPIDER-MAN (CONT’D) (hitting ground): I am so tired...

Peter B. tightens his hold around Miles, even as the scene hits a little too close to home- this isn't about him, right now.

Hopefully, it won't have to be, either, but he knows his luck- that, and he does have a pretty decent memory.

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

SPIDER-MAN (CONT’D): Are you mad at me? I feel like you’re mad at me.

Miles watches from down below, helpless. He SNAPS a picture on his cell phone. (Tony/Peter B: "Really, kid?" Miles, embarrassed: "I'm a teenager, man! It's, like, instinct.")

SPIDER-MAN (CONT’D): Is that all you got?

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

SPIDER-MAN (CONT’D): Uhh, so gross. (The others wince in clear agreement.)

MILES (V.O./THOUGHT BUBBLES): I should go up there and help him! Who am I kidding, I should not do that. 

"Wish I did..." Miles mumbles morosely, to Gwen's smack against the back of his head. "You had less than zero experience! Hell, you barely had any when we met. Best case scenario, nothing changes. Worst case- you'd be dead, Miles. Who's gonna be my friend if you're not here?"

Peter B. grins again, catches it- and decides: fuck it, these kids are mine now.

(Oh, but he wishes he could wipe that insufferable smirk from Stark's face.)



TERRIFIED SCIENTISTS work as SOMETHING HUGE walks through the room from behind them.

REVEAL KINGPIN, an elaborately-tailored HULK OF A MAN. He walks through the control room towards the windows that face out over the collider room.

"Hoh shit he's huge." Peter blurts out. The other spiders snort- clearly, this universe's Spider-man hasn't seen much yet.

KINGPIN (creepily singing spiderman theme): Dooby do, doobie do. Watch out, here comes the spider-man!

(then, over a P.A.) You like my new toy? It cost me a fortune. But hey, you can’t take it with you, right? You came all this way. Watch the test. It’s a hell of a freakin’ light show, you’re gonna love this.

SPIDER-MAN (panicking now): No! No! Don’t do this! Stop! You don’t know what it can do, it’ll kill us all!

The collider ROARS ON, lights MOVING UP THE WALLS toward the top, as it CRESCENDOES WITH--

CLUNK! A TINY ATMOSPHERIC METER in a BOX lowers down, blinking, with a TINNY WHIR... Spider-Man confused as


--BLAM! The collider behind Spidey ACTIVATES, firing PARTICLE BEAMS at the BOX, which FREAKS OUT, it’s readings ON HAYWIRE. IT’S CRAZY LOOKING.

"Yeah, that's a sight I could've gone without seeing again for the rest of my life." Miles quips blithely. "Mood." Gwen nods, to Peter B's confusion.

Kingpin watches, a huge smile. A DREAM COMING TRUE. The scientists are growing EXCITED--

SCIENTIST 3 (O.S.): The portal is opening.   FEMALE PHYSICIST VOICE (O.S.): I see multiple dimensions opening!


FEMALE PHYSICIST VOICE (O.S.) That was 3... 4... and 5 separate dimensions-- SCIENTIST 4 (O.S.): It’s unstable... we should stop--

"Yes please do that." Miles sounds a bit strained- and yeah, it's a movie, but it's only been about, what, three weeks since this happened?


A Brooklynite looks up from a quivering latte at FOAM PARTY... A minor EARTHQUAKE shakes Brooklyn. But this is no ordinary earthquake. Weird colors, weird blurring. 25 TRAFFIC LIGHTS vibrating in the same space. 25 DIFFERENT-LOOKING CHRYSLER BUILDINGS vibrating in the same space. As we’ll later learn this is a “dimensional quake.” Very dangerous. But it looks COOL.

"Jesus Christ, that looks freaky as hell," Tony remarks. "You think that's bad, man? Just wait and see what happens to people-" Miles' remark is abruptly cut off as all the other-dimensional spiders glitch simultaneously.

Five seconds later, the three otherworldly visitors are sprawled on the floor, a very freaked out pair of Starks. "Ow. Yeah, this is what I meant. How'd Peter word it- our atom's aren't jazzed to be in the wrong dimension. Contra, I didn't know how much that hurt..."

"Are all of you gonna be okay?!" Peter asks, still very much not calm. "Yeah, don't worry about it- we can last up to a week in another dimension, and Peni works fast. These shouldn't happen too often unless we decide to stay here for longer than that." Gwen reassures the father-son duo. "If you say so..." Tony sounds a bit dubious, but they all settle back on the couch anyway.


Spider-Man struggles as Goblin continues to hold him onto the ground. The ceiling tiles begin to shake, falling onto Goblin- -

SPIDER-MAN: Norm, what’s your take on head trauma?

(it hits Goblin) --I tried to warn you, pal .

Spidey jumps towards the collider. BUT-- Goblin rises, flies, then GRABS Spider-Man and SHOVES HIM into the beam/tiny portal.

The beam now OUT OF CONTROL.

KINGPIN: Goblin, no! Get him out of there!

Uh Oh. Goblin pushes Spidey's head INTO THE BEAM.

PETER'S POV -- PSYCHEDELIC LIGHTS and UNDULATING THREADS. We don’t know it yet but we are seeing a portal to the multiverse. SPIDEY starts to GLITCH STRANGELY--

"Wait- was that you and Noir just now?" Miles asks, still somewhat catching his breath. "I... yeah, I think so," Gwen affirms.

--Spidey regains control, PULLING GOBLIN into the beam then A HUGE ENERGY PULSE BURSTS OUT FROM THE COLLIDER, knocking everyone back!



The PULSE wrecks the chamber. Miles has FALLEN THROUGH A HOLE IN THE FLOOR, smoke billowing everywhere. Miles scrambles by the remains of Green Goblin, crushed by some heavy machinery: DEAD.

--Miles reaches A very injured SPIDER-MAN.

The teen freezes at the familiar too familiar sight, promptly causing his two friends to hug him again.

Peter is extremely tempted to join in but settles for snuggling a bit closer to his adoptive father. He was probably about to witness his own (alternate's) death! Cuddling is absolutely a valid option right now, thank-you-very-much.

MILES: Hey! Are you okay???

SPIDER-MAN (no, but plays it off): I’m fine, I’m fine. Just resting.

MILES: Can’t you get up?

SPIDER-MAN (wry laugh): Yeah, yeah I always get up... (coughing) The coughing’s probably not a good sign.

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

"Oh shit- Miles, get out of there!" Peter B. grabs his kid (he's actually doing this oh my god) tighter. "I'm about to! And you know I'm fine, anyway."

SPIDER-MAN (CONT’D): Listen, we gotta team up here, we don’t have that much time...

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

SPIDER-MAN (CONT’D): This override key is the only way to stop the collider. Swing up there, use this key, push the button, and blow it up.

Miles suddenly stiffens. "Oh, yeah, uh, Gwen? I should probably tell you something." "Huh? What is it?" "It's, uh- they're probably gonna show it, but anyway, it's uh- I broke the override the first time. Not Peter B. Sorry about... lying to you about that."

To his surprise, Gwen actually snorts. "Dude, I already knew that. But thanks for apologizing anyway."

(Goddamnit Peter B. feels inordinately proud of his kids. His kids. MJ would be proud. Or weirded out- probably both.)

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

SPIDER-MAN (CONT’D): You need to hide your face. You don’t tell anyone who you are. No one can know. He’s got everyone in his pocket--

MILES: --What?

SPIDER-MAN: If he turns the machine on again, everything you know will disappear. Your family, everyone -- everyone. Promise me you’ll do this.

"Jesus Christ, no pressure, Blondie. No wonder you were so adamant in helping out." Peter B. gripes, actually a bit pissed at his seemingly perfect other self for putting so much weight on Miles' shoulders.

The colored teen shrugs, absentmindedly noting the increasingly Dad Tendencies his mentor was giving off. He didn't really mind, actually- he didn't think there was anyone who could better understand his struggles and overall situation while still fitting the age-bracket for 'dad'. Noir was more of a weird uncle or edgy cousin, and he had no idea how old Porker actually was.

(He was trying to distract himself from what he knew was about to happen. And boy, did he know it.)

MILES I promise.

SPIDER-MAN: --Go! Destroy the collider. I’ll come and find you... it’s going to be ok. (Miles: "Is it?")


Miles peeks up to the top of the collider... IT’S SO FAR UP THERE. Down below the conversation continues. Kingpin enters:

KINGPIN: Tombstone. We’re done with tests. Get that thing ready to go again.

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

KINGPIN (CONT’D): Run faster. These guys are weak.

Kingpin approaches Spider-Man. (Miles shrinks further in his seat, body briefly flickering.)

KINGPIN (CONT’D): I’d say it’s nice to see you again, Spider-Man. But it’s not.

SPIDER-MAN: Hey Kingpin. How’s business?

KINGPIN: Booming. Ha!


Kingpin takes off Spider-Man's mask.

"Oh. Yeah, that's... very blonde. Man, that's weird to look at..." Peter mumbles, trying to keep it down so as to not distract the others.

(Miles gives a slightly shaky grin. I'm about to see it again- I'm about to hear that sound again- 

As if sensing his distress (a distinct possibility with the spider-sense) Gwen and Peter B's hold around him tightens. He relaxes minutely.)

SPIDER-MAN (CONT’D): Aw, that’s a no-no.

This might open a black hole under Brooklyn. It can’t be worth the risk.

KINGPIN: It's not always about the money, Spider-Man. (Tony frowns at the cryptic statement. What's this about, really?)

Prowler APPEARS FROM THE DARKNESS, advances on Peter--

SPIDER-MAN (frantic): --Don’t you want to know what I saw in there?


Kingpin’s hand raises. Prowler HALTS.

SPIDER-MAN: I know what you’re trying to do. And it won’t work. They’re gone.

"'They're'...? Wait- oh, fuck, I know what he's trying to do. He's trying to find alternate versions of his family, isn't he?" Tony curses.

Peter pales- the motive is unexpected, but the other spiders' morose looks confirm his father's statement.

Would I... do something like this? To see Aunt May again?

With a start, Peter realizes he's not sure the answer is "no". But... no, he'd make sure that it wouldn't harm his dimension if he did it. And he wouldn't keep a different version of his aunt hostage- he'd talk to her once, to get closure, but after that?

He'd probably destroy his collider himself.

(Unbeknownst to him, the rest of the room had come to a very similar conclusion.)

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

The sound echoes from the speakers.

Miles abruptly stands up and runs for the sink, upheaving his stomach into the steel bowl. As soon as he's done, he's unceremoniously shoved aside so Peter Stark can do the same.

The rest of the room looks just as green, but they managed to keep it in. "You need a break?" Tony calls. Miles swallows heavily. "Yeah- yeah, a break'd be good. I need some food, anyway."

"And I need coffee," Tony agrees readily. "Holy crap, yes. Hook me up with the fancy beans, it's been forever since I had something that wasn't Starbucks take-out. I need the good caffeine." Peter B. groans, to Tony's amusement.

"Right, ten-minute break then."

Chapter Text

And so they found themselves around the communal kitchen table, digging into the various cereals Tony had bought when Peter first moved in- he had had no idea what the kid liked. (The answer, as it turned out, was everything.)

"So... everyone alright?" Tony eventually threw out through a mouthful of Cheerios. The muffled affirmatives soothed the nerves of ... well, everyone present, really.

If the others weren't freaking out, then there was no reason to freak yourself, right?


"Okay, what the hell?!"

Oh. Except now was a perfect time to freak out, because there was someone new in the room. Shit.

Miles promptly flickered invisible, which meant there was now a floating spoon of Lucky Charms. This did not help Rhodey calm down. At all.

"Tones, what the hell is going on?!" "Um, turns out there's a multiverse and these guys kinda got lost on the way?" Tony offered. "What."

Peter B. groaned, pushed aside his bowl of Froot Loops and slammed his head on the table, incidentally causing Miles to become visible again. "Sorry about this..." Gwen winced. Rhodey took another look at the kitchen- three animated people, Peter and Tony were all seating at the table eating cereal, and another glance behind them revealed a paused movie, currently showing an absolute hulk of a businessman.

"Okay, explain in a bit more detail- exactly what is the situation?" The AirForce colonel asked, a bit exasperated now. What kind of mess did his best friend get into now? 

"Well, uh, the four of us were meeting in my dimension for food yesterday. This morning I was getting ready to say goodbye to them- Peter B. was gonna go first, but he pressed a wrong button and then we landed here. Peni's in the labs right now to fix our goobers- it's what we use to travel through the multiverse. She's really smart, so she'll probably have something to stop the glitching ready soon." Miles dutifully explained. "Glitching?" Rhodey asked.

Comedic timing- activate. "HOly fuck-!" The pilot reared back in alarm as the three spiders convulsed briefly in a shower of light and pained grunts. Peter B, to his embarrassment, managed to fall off his chair. "Ow. You alright, kids?" Affirmative grunts from Gwen and Miles had the older man relaxing, and the ol- most experienced spider climbed to his feet again, brushing off his trenchcoat with feigned nonchalance, ignoring Tony's "fellow dad" look with (he wished it wasn't) practiced ease.

"So, that was glitching. Our atoms aren't all that jazzed to be in the wrong dimension, basically. I'm Peter B. Parker, over there's Miles Morales and the girl in the white spandex is Gwen Stacy. We're all Spider-people from different dimensions... Peni Parker's still in the lab. Also, there's a movie about us for some reason from... somewhere."

Actually... if there was a movie about them... did that mean there were more? Food for paranoia.


"Is that what's paused over there?" Rhodey asked, to Tony's nod. War Machine's pilot looked pensive for a moment. "Mind if I join you? I'm curious." The occupants of the room looked at each other, then shrugged. "Shure, why not?" Peter replied through a mouth full of cinnamon-flavored flakes. "Swallow before you speak, kid." Tony chastised. Peter shrugged apologetically. 

"Alright, I'll tell you what happened so far while the spiders finish eating, c'mon." Tony lead his best friend over to the couch he had sat on with Peter before.

Chapter Text

KINGPIN: Get rid of the body.

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

KINGPIN (CONT’D): What was that?

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

KINGPIN (CONT’D): Kill that guy.

Miles RUNS. The Prowler takes off after Miles.

Practically immediately, the spider's cuddle pile is re-established. Peter B. hides the snarl twisting his face from Miles' sight.

(God, he's getting way too protective with a kid he knows can defend himself. What the hell would a toddler do to him?)


--Miles races down the tunnel toward the LIGHT OF THE STATION. He HOPS THE FENCE, no hesitation. Prowler sprints behind with INFRARED VISION!

A SUBWAY TRAIN IS COMING! Miles LEAPS INTO THE AIR and GRABS THE CEILING as the DEAFENING subway passes BENEATH HIM. Prowler WALKS TOWARD MILES as Miles realizes his HANDS ARE STUCK! Miles swings his legs around to free himself as Prowler approaches. A nightmare come to life.

MILES: Stop sticking!

Miles somehow RIPS HIS HANDS OFF, skin tearing -- OW! -- and races out of the tunnel--

INTO THE LIGHT, clambering onto the PLATFORM, another train coming, Miles LEAPS, just CLEARING IT. He runs upstairs. Prowler watches from the SHADOWY TUNNEL, unable to follow.

SUBWAY VOICE: Stand clear of the closing doors, please.

Gwen heaves a small sigh of relief- Miles got away. Then she shakes her head- she knew he was fine! It's a movie about something I lived through myself- why am I getting so worked up about this.

Miles tugs at her hood. "Wasn't over yet..." He mutters. "I was fine, though. Just some scrapes."

Not reassuring, Miles. Going by Peter B's tightening hold, she wasn't the only who thought that.

(Rhodey watches the three spiders with a smile on his face- the trio reminds him of Tony, Pepper, and Peter, a little. Miles found good friends, that's good. he reminds Rhodey of Tony back at MIT- just like Peter did when they met face-to-face. Freakin' kid geniuses, all of them.)


Prowler whizzes through the busy streets on his motorcycle. He drives right by a hiding Miles. Miles runs past a crowd that is gathering around the strange CLUSTERED TRAFFIC LIGHT we saw earlier(A remnant of dimensional glitching), taking photos. (Miles: "Now it's over. Relax, you two.")

BROOKLYNITE: Yeah, I think it’s a Banksy.


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

NEWS ANCHOR (O.S.): ...New Yorkers are reporting sporadic power outages in the wake of another strange seismic event...

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

JEFFERSON (O.S.): Police! Put your hands up!! ..Miles? Miles?

Jefferson sees Miles.

JEFFERSON (CONT’D): Why aren’t you at school?

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

JEFFERSON (CONT’D): Whoa, whoa, it’s ok.

RIO: Miles? Que te pasa? Is it the earthquake?

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

MILES: Can I sleep here tonight?

JEFFERSON: Miles, it’s a weeknight. You made a commitment to that school--

RIO: --Jeff, he’s upset.

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

JEFFERSON: Of course you can stay.

Miles smiles watching his parents. They're the best. He looks at Peter B, who's focused on the screen with a wistful look. He leans into the man a little, causing him to start and look at Miles. "Yo, you're just as cool, dude," Miles mutters. Peter B. smiles down at his ... practically son, really, grateful the kid knows him so well.

Miles sits down on his bed.


JEFFERSON: --Yeah?--

MILES: ...Do you really hate Spider-Man?

JEFFERSON (beat, confused): Yeah ? I mean, with a vigilante--

--Rio shoves Jeff out--

RIO: --Jeff, mi amor--

JEFFERSON: --What? He asked me. Baby, you know how I feel about Spider-Man, c’mon...

RIO: Mhmm...

Miles' smile turns a bit sour. "Well, you've got plenty of time to change his mind, don't you?" Rhodey comments, causing the kid to look pensive. He counts it as a victory.

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

RIO (CONT’D): Tu sabes que el te quiere mucho... That’s why he’s tough on you, you know that, right?

MILES: Mom, do you ever think about moving out of Brooklyn?

RIO: Our family doesn’t run from things, Miles.

MILES: Yeah, I know.

Rio kisses his forehead. Gets up, LIGHTS OUT.

"I'd prefer if you weren't living near a potential black hole site, s'all. Not that it mattered much, in the end..." The teen muttered. "What do you mean?" Gwen asked, faintly worried. "Dad was at ground zero when I fought Fisk later... I had half a heart attack when I saw him."

RIO (O.S.) He’s having a hard time, Jeff.

JEFFERSON (O.S.) When it gets hard, that’s when he’s gotta stick it out.

RIO (CONT'D) Shhhh. Tiene que mas suave.

Their voices fade. Miles take the KEY out of his pocket in a closed fist as the MUFFLED SOUND of his parents’ voices fades away. Miles opens his hand, revealing the KEY. Miles stares at it .



Rio and Jefferson watch the news. Miles sits up in bed.

NEWS ANCHOR #2 (V.O.) We interrupt this broadcast for a special report. Sad news tonight. The hero known as Spider-Man has died after injuries related to another powerful earthquake in Brooklyn.

Over a montage of people around the city finding out SpiderMan died, we hear...

NEWS ANCHOR #2 (V.O.) Multiple sources are confirming that Peter Parker, a 26-year-old grad student, and part-time photographer, operated as SpiderMan for at least a decade, saving by some counts thousands of lives around the world. With these tragic seismic events on the rise, one can only wonder, is there anyone who can keep New York safe?

"I want to say 'What about the Avengers?' and then I remember we don't actually exist in your universe. And even so, Peter's the only one who really does street-level crime." Tony grimaces a bit at the reminder.

People look at cell phones in Times Square.

MULTIPLE NEWS ANCHORS (V.O.) Peter Parker, Spider-Man, is dead. / He is survived by his wife Mary Jane and his aunt, May Parker. / Our hero Spider-Man is gone.

Peter B. huffs a little. "Oh, sure, now public opinion is positive. I hate the press..." The other superheroes groan an affirmative. All of them have caught hell already- even Miles, and he's only been active for three weeks.


Miles stands in front of a TV display at a store window. All the TVs are playing the news about Spider-Man’s death. Miles looks at the TVs, his reflection appearing between photos of Spider-Man and Peter Parker.

MJ (V.O.) My husband Peter Parker was an ordinary person. He always said it could have been anyone behind the mask. He was just the kid who happened to get bit.

"He's more like... the kid to get bitten? Almost all universes with a Spider-man have it being a Peter. It's kinda weird, honestly." Gwen gripes.

"Really?" Tony asks, somewhat curious. "Yeah- Noir, Porker and Peter B. are all Peter Parkers, Miles' old one was, too, the one here is, and Peni's last name is Parker, too. I'm kind of the exception, but I met someone else a few days ago, too. She just goes by 'The Spider', her dimension's kinda strange. I don't think you guys met her yet, but maybe she'll take up my offer to meet up again- I'm pretty sure she wouldn't mind meeting you guys." 

(A/N: That's an OC I made she's talking about, by the way. Maybe I'll write a story about her one day... Basically, it's MJ split in two: Jane is The Spider, which has kinda different powers from the rest, and Mary is her five years older sister who works for the Bugle, where Peter Parker works, too. He's just a civilian, though. 'The Spider' is an anonymous source Mary uses to expose hidden crime to the public, though she forwards the articles to Officer Davis and Officer Stacy, first. Jane's in the same class as her Miles, and her Gwen is two years above them in school. She's 15.)


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

STORE OWNER: I’m going to miss him.

MILES: Yeah.

STORE OWNER: We were friends you know.

MILES: Can I return it if it doesn’t fit?

STORE OWNER: It always fits. Eventually.

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

Rhodey blinks, then looks at the store owner again. "Isn't that... the FedEx delivery guy who called you Tony Stank?" Tony hides his head in his hands. "I thought you forgot about that." "I will never let you live that down and you know it."

"He looks kinda like one of the World War 2 veterans from the party a few years ago- you know which one I'm talking about. The one that got drunk on Thor's liquor?" Tony comments. Actually, he looks a bit like Hef from that disastrous charity ball at Disney, too... "Huh, you're right. Guess the guy's got one of those faces..."

Peter B. looks at the man again. He does look kind of familiar. A dimension traveler or just 'one of those faces'?


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

MJ (V.O.): He didn’t ask for his powers. But he chose to be Spider-Man.

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

"Man, that thing really didn't fit you." Peter B. snorts. "Well, the next bigger size was too big, so..." the teen shrugs a bit helplessly.


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

MJ: My favorite thing about Peter is that he made us each feel powerful. We all have powers of one kind or another. But in our own way, we are all Spider-man. And we’re all counting on you. (Tony: "Great speech, by the way." Peter B: "Yeah, she's amazing...")

MILES (to himself): They’re counting on me.

FUNERAL ATTENDEE (whispers to Miles) Probably not you specifically. I think it’s a metaphor. (Miles: "Not in my case, it wasn't.")

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


Miles rounds a corner and takes out the Spider-Man Origins comic book. He flips to a page that depicts Peter testing his new powers by jumping from a building.

Peter B. blanches. "Please tell me that wasn't the first thing you tried."

Miles shrinks down in his seat. Peter B. groans in dismay, bracing himself.




Miles walks to the edge, looks DOWN and then ACROSS to the neighboring roof, calculating the jump. He BACKS UP. Cracks his neck. Waits there. As the MUSIC CRESCENDOES--

"Oh god, kid, that building is way too high-!" "Good thing I picked another then, huh?" Miles interrupts.


Miles RUNS DOWN A FLIGHT OF STAIRS. (Peter B. breathes a sigh of relief.)


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




He BACKS UP. Cracks his neck...then RUNS, gaining speed--

--and TRIPS on his untied shoelace, FALLING TO THE GROUND BELOW. We make a meal of the fall, comics-style.

Miles lands with a CRACK (BURST CARD) and pulls out the key which is now TOTALLY BROKEN.

"Oh, ow, that looked like it hurt. It also explains how you broke the goober- I don't think any device that small survives a fall that big. Were you okay?" Gwen grimaces. "Yeah, no worries."


It's snowing now. Empty and quiet. Footsteps on snow as Miles approaches Peter Parker's grave.

Peter B. stiffens as he recognizes the scene. "Oh no." "Huh?" comes from several people- the only exclusion is Miles, who smothers a grin as he realizes just why his mentor/dad #2 is dreading the next scene.

"Hehe- he's about to be introduced." The teen offers. Peter B. shoots him a faux-betrayed look as realization lights up the features of the rest of the audience.

"This is going to be embarrassing, isn't it?" He groans. Tony rubs his hands in glee- blackmail! So hard to come by nowadays.

He takes off his mask, looks down at Parker's gravestone and sighs, then speaks, so softly we can barely hear him.

MILES I’m sorry, Mr. Parker... That thing you gave me, that key... (holds it out) I think I really messed it up. I want to do what you asked. I really do, but... I’m sorry. I’m not sure I’m the guy. I can’t do this without you.

BEHIND MILES a DARK FIGURE rises, casting a shadow.

VOICE (O.S.) Hey! Kid!--

Terrified, Miles pulls his mask down and TURNS AROUND--

--The figure steps forward

-- Miles panics and throws his arms up, accidentally delivering a VENOM STRIKE. The Dark Figure flies back as WEBBING flies from his hands and sticks to Miles, yanking Miles forward .

A beat- then the audience erupts into laughter. Peter B. grumbles for a moment "Yeah, laugh it up", but can't exactly suppress a wry smile of his own.

Well, I'll guess I'll serve as comic relief. We're gonna need it...

MILES: Woah!!

Miles sits up and looks at his HANDS, the webbing.

MILES (CONT’D): What did I do to him? Uh...

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

MILES (CONT’D): No... Who are you?

"Oh yeah- I'll get to see how I ended up in your room! Never found that part out..." Peter B. realizes, to Miles' mortification. In his laughter, he'd forgotten about the ensuing chase scene.

PETER (V.O.): Alright people, let’s do this one last time. My name is Peter B. Parker...

PAGES FLIP FAST: "Coming next month! A Spider-Man from another world..."


QUICK FLASHES, similar but not identical to the ones we saw in the cold open. High-energy running, fighting, leaping...

PETER (V.O.): ...I was bitten by a radioactive spider. And for the last twenty-two years, I thought I was the one and only "Spider-Man" .

"Twenty-two? Jesus, how old are you?" Tony asks, startled. The oldest Spider raises an eyebrow. "Blondie's been at it for ten years and you know how old he is. Do the math."

"You're 38?" "39, actually. I got bitten when I was 17, not 16." "I got bit when I was 14!" Peter raises like it's a competition. "13." Miles offers. "12." Gwen comments. "And I'm pretty sure Peni's, like, 10."

Tony, Peter B. and Rhodey trade uncomfortable glances. God, why do they start so young.

Peter on a gargoyle drinking coffee with the morning paper.

PETER: What a day...

PETER (V.O.): I’m pretty sure you know the rest.

INT./EXT. A rapid barrage of IMAGES from Spider-Man canon whiz by -- but with VARIATIONS and NEW SHOTS too. Instead of Uncle Ben on the bed, for instance, it’s AUNT MAY.

PETER (V.O.): You see I saved the city, fell in love, I got married, saved the city some more, maybe too much, my marriage got testy, made some dicey money choices -- don’t invest in a Spider-themed restaurant...

We see a few FAST IMAGES of Spider-Man doing his thing but losing a step, swinging with coffee, etc., standing in front of a shuttered TGISpideys, signing divorce papers, HOLDING HIS BACK, BAD INVESTMENTS, DOOR SLAMMING, GETTING HIT BY A DRONE.

PETER (V.O.): ...Then like fifteen years passed blah blah blah super boring, I broke my back, a drone flew into my face, I buried Aunt May, my wife and I split up.

"Yikes." Tony winces. Peter finally stands up, pads over to Peter B. and gives him a hug. "I buried Aunt May two weeks ago, too..."

Peter B's eyes go wide and he returns the hug. That shouldn't happen to him so soon. Fucking spider luck...

PETER (V.O.) (CONT'D): But I handled it like a champion.

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

PETER (V.O.) ‘Cause you know what? No matter how many times I get hit, I always get back up.

Peter’s slumped like a slug in bed, wearing his costume. His ALARM goes off -- he lifts up his mask and immediately pulls it back down. He refuses to shut off the alarm, so it keeps BLARING. 

"Man, dude, you were a mess..." Miles comments, not really wanting to interrupt the still hugging Peters- the hug is more for the younger's comfort by now, but the older man's not one to deny a hug when's offered one.

"Yeah, I know. Thanks for getting me out of my funk."

He watches TV. A nature show. Seahorses reflecting in his SAD SPIDER EYES.

PETER (V.O.) And I got a lot of time to reflect and work on myself. Did you know that seahorses- that they mate for life? Could you imagine a seahorse seeing another seahorse and then making it work? (beat) She wanted kids and it scared me.

"Still does, really- if someone found out about it... or hell, if they inherited my powers... god, I don't want that life for a kid. It's bad enough what I had to go through, what I have to watch you kids go through..." Peter B. runs a hand over his face, exhausted. Tony nods, clearly understanding his worries. "Yeah, that's why I and Pepper adopted Peter instead. We'd both love to have a daughter, but... yeah. No."

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

PETER (V.O.) I’m pretty sure I broke her heart. (beat) Flash forward, I’m in my apartment doing pushups, doing ab crunches, getting strong--

REVEAL PETER, with his costume half on, eating pizza-- (The teens snort at the irony- Peter B. can't help a small laugh, either.)

PETER (V.O.) --when this weird thing happened.

--A TREMOR hits the room causing the same strange “color separation” we saw before. Peter’s whole body suddenly SHAKES AND VIBRATES as he LOOKS UP-- --Where A PSYCHEDELIC PORTAL YAWNS OPEN, sucking him TOWARD IT -- his body FLIES UP, halftones more prominent--

"Okay, hundred percent honesty here- that was kind of terrifying when it happened." Peter B. confesses, to Gwen's enthusiastic nod. "God, yes."

PETER (V.O) ... And I gotta say, weird things happen to me a lot. But this was real weird.

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


Halftone Peter flies SCREAMING through an INSANE MULTIVERSE, trying to PULL HIS MASK ON... ...he is falling towards a STRANGE KALEIDOSCOPE OF SPIDERMEN, just like we saw earlier, towards the BRIGHT CENTER...

"The multiverse looks a lot like a spiderweb," Rhodey comments idly, to the other's scrutinization. "Huh, you're right." Peter quips, a bit surprised and kind of weirded out.


Peter EXPLODES IN AN ENERGY BURST OUT OF THE COLLIDER (the pulse from earlier that spread through Brooklyn after SpiderMan and Green Goblin fell into the beam). Peter TUMBLES and CAREENS through a BLUR OF CITY and NIGHT SKY as his MOLECULES SOLIDIFY, finally coming to rest in--


Peter slowly stands, stares open-mouthed at STRANGE BUILDINGS, BILLBOARDS and STORES with close-but-not-quite right LOGOS. (Rhodey: "Koka-Soda?" Miles: "Yeah, I didn't realize how much better Coca-Cola sounds until I saw the ad in Peter B's place. Tastes better, too.")

PETER (V.O.): ...You see I was in New York, but... things were different. Finally, Peter looks at a ticker-tape LED sign in front of NNN (National News Network-- a cable station): "NEW YORK’S HERO, SPIDER-MAN, FOUND DEAD AT 26"

PETER (V.O.): Also, I was dead. And blonde. I was kind of... perfect. It was like looking in a mirror.

We cut from RIPeter to this new Peter, LIFTING HIS MASK. One slick and new, one old and BEAT UP.

"Yes... a mirror. A funhouse mirror, maybe." Tony quips, to varying levels of amusement. "Yeah, you can't really see it with the black eye, but Peter B. and RIPeter do actually look scary similar." Miles comments.

"Did- did you just call him RIPeter?" Gwen asks, faintly incredulous. "Well, every other Peter has a nickname, so..." Miles shrugs, a bit uncomfortable.

CUT TO Peter at Spider-Man’s funeral. MJ gives her eulogy.

MJ: My husband Peter Parker was an ordinary person. He always said it could have been anyone behind the mask.

PETER (V.O.): I have a feeling the thing that brought me here, was the thing that got him killed. You wanna know what happened next? (beat) Me too.

We see Miles "venom strike" again.

"OH, right- sorry about that, by the way." "Eh, it's fine." Peter B. waves it off.

Chapter Text

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

MILES: Who are you?

POLICE OFFICER #1 (O.S.): What are you doing over there? Freeze! PDNY! (Tony: "PDNY?" Miles: "Police Department New York." Peter: "Oh.")

A flashlight finds Miles who STARTLES, hands up. --Miles decides to RUN! But he's tied to an unconscious body, and is SNAPPED BACK--

MILES: Are you kidding me right now?

Police approach, TURNING ON BODY CAMERAS. Miles gasps. Frantic, HE PICKS UP the immobile "Peter" ON HIS BACK--

POLICE OFFICER #1: Stop! Stop!

POLICE OFFICER #1 (CONT’D): Hey kid, drop the body! (Peter B: "Wait- did they think you killed me?" Miles: "Didn't stick around to find out.")

Miles PICKS UP SURPRISING SPEED, tracking FOOTPRINTS in the snow which Peter's dragging legs quickly blur.

POLICE OFFICER #1 (CONT’D): Hey kid! Get over here!

Miles sees THE GLINT of the web shooters on Peter's wrist. THINKING FAST, he aims Peter's arm to shoot webbing. The webs dart out and attach to a nearby tree. Miles and Peter swing forward--

MILES: --See ya, officers!--

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

MILES (CONT’D): --Oh come on--


--Peter lands in the snow and Miles lands in his lap.

POLICE OFFICER #2: C’mon now! Put em' up, son!

Miles puts his and Peter's hands up. Flops the hands around as he gesticulates--

--Miles accidentally uses Peter’s web shooter, firing it toward an oncoming elevated train... it CONNECTS!

MILES: Adios?

--WHOOSH! Miles and Peter are WHIPPED OUT OF FRAME and DRAGGED away through the snow by the TRAIN.

BAM! He slams into the PETER PARKER GRAVESTONE, knocked out as Miles PINBALLS from gravestone to gravestone--

MILES (CONT’D): Help! Somebody stop that train!

Peter B. winces with every hit his on-screen battered body takes. "Ouch. No wonder I can't remember this part." "I'm so sorry about that, seriously..." Miles tries to apologize, but Peter B. just waves him off again. 

"It's fine, kid, seriously."


Miles and an unconscious Peter get dragged through the city. The train lifts them up into the air, above the traffic as COP CARS FOLLOW BEHIND, SIRENS BLAZING.

PETERS LIPS FLAP. The trajectory of the train lowers them down towards an unsuspecting BICYCLIST. Miles and Peter get tangled with the bicyclist, causing him to go flying in the air (MULTIPANEL).

PETER (very groggy): Oh, hey, what the...?

They whiz through ONCOMING TRAFFIC, pedestrians, Miles trying to swing his weight around to maneuver through.

Trying to lift up Peter, Miles instead forces his face INTO THE GROUND. Peter is knocked unconscious again.


Miles realizes he has to HANDLE THIS SOMEHOW-- --Miles PUPPETS PETER’S BODY, moving Peter's legs and arms to parkour over cars, push off signs, anything to survive.

Two COPS sit in traffic - their radio CRACKLES TO LIFE.

RADIO: ...Looks like a child dressed as Spider-Man dragging a homeless corpse behind a train--

"Yep, they actually thought I was dead. I'd protest the homeless comment, but I got the clothes from a shelter, so..." Peter B. shrugs, causing the teens to chortle. 

"Were you okay, though?" Rhodey asks, a bit worried for the older man. "Yeah, spiders heal fast, no worries."

The guys hit the SIREN LIGHTS--

--Peter comes to again, so groggy...

MILES: Yes! I didn’t kill you!

PETER: Who are you?

MILES: Who are you?

PETER (groggy): Why are you trying to kill me?-- MILES (CONT'D): --I’m not! I’m trying to save you!

--BAM! Peter's head HITS a TRAFFIC LIGHT and he is KNOCKED UNCONSCIOUS AGAIN-- (Peter B: "Yeah, I definitely had a concussion.")

Peter comes to again as they stuck to the side of a bus and slowly sliiiiiide along the window. The train keeps moving, the web is STRETCHING TAUT... Peter comes to again, so groggy...

Finally, the train stops at a station and they COME TO A STOP at an intersection. Miles and Peter DETACH onto a sidewalk surrounded by NEW YORKERS who simply WALK OVER THEM.

MILES (CONT’D): Hey, uh, maybe you guys can go around? Alright. Thanks, New York.

"Gotta love this city. Everyone minding their own business no matter what really happens. Well, except for alien invasions, that gets them moving. Most of them, anyway..." Tony comments idly, to freaked out looks from the spiders.

"Alien invasions?" Miles asks. "Yeah, in New York, 2011? The formation of the Avengers?" Tony clarifies.

"I thought the Avengers formed when A.I.M. tried to take over? Or, wait, no, that's just my dimension." Gwen groans, realizing another difference.

"Aliens. You're not kidding- actual aliens? The hell is wrong with this dimension?" Peter B. balks.

Rhodey turns to face the older super-spider, face entirely serious. "So much, Parker-B. So much."

"I'm kinda scared, now." "Me too, Miles. Me, too." Gwen quietly acquiesces.


CUT: PETER'S POV -- he opens his eyes.

PETER (V.O.): What was that? Kid electrocuted me... with his hands?

Peter, so GROGGY, is tied to a punching bag. The punching bag is tied with many many many many ropes. And computer cords. Like a homemade spiderweb. Miles sits opposite him. A FLASH OF SPIDER-SENSE. Peter realizes what Miles is.

PETER: You're like me. (Tony: "There it is again!")

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

MILES (tough voice): I got some questions.

Peter LUNGES erratically. Miles startles, frightened--

MILES (CONT’D): Why do you look like Peter Parker?

PETER: Because I am Peter Parker.

MILES:  Then why aren’t you dead? Why is your hair different? Why are you older, why is your body... a different shape?

PETER: Pretty sure you just called me fat.

"To be fair... you kinda were." Miles shrugs, not at all apologetic. Peter B. glares at him, then at the screen, and sighs.

"Pizza addiction, kid. Hard to get off the stuff once you're hooked."

This earns the oldest spider more than a few weird looks.

MILES: No, no, you just--

PETER:  --Hey listen, you don't look so hot either kid. Most superheroes don't wear their own merch.

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

MILES: --Are you a ghost?--

PETER: --No--

MILES:  --Are you a zombie?--

PETER: --Stop it--

MILES: --Am I a zombie?-- (Gwen: "...why?" Miles shrugs.)

PETER:  You’re not even close.

MILES:  Are you from another dimension? (Peter is quiet) Like a parallel universe where things are like this universe but different? And you're Spider-Man in that universe? But somehow traveled to this universe, but you don’t know how?

PETER:  Wow. That was really just a guess?

MILES:  Well, we learned about it in physics.

PETER: --Quantum theory.

MILES (realizing):  This is amazing. You can teach me just like Peter said he would--

PETER --Before he died.

MILES: Yeah, exactly.

PETER: Yeah, alright.

MILES Look I made a promise to him.

PETER Here’s lesson number one, kid. Don't watch the mouth. Watch the hands.

Peter holds up his UNTIED hands. Miles is flabbergasted. Peter stands up. Before Miles can react, Peter leaps, kicks-spins the punching bag toward Miles, knocking him over HARD!

MILES Peter, seriously--

--Peter WEBS HIS MOUTH SHUT. Peter BOUNDS to the window. Turns back... feeling guilty.

PETER Trust me, kid, this'll all make you a better Spider-Man.


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

As if on cue, another colorful shudder runs through the assembled other-dimensionals. "You lot alright?" Rhodey asks.

"Hm-mh," Peter B. grunts. "Been through worse." The teens nod their agreement, not exactly helping the Colonel's worries.

"If ya say so..." he mumbles, refocusing on the screen. Hope that Peni girl finishes those goober things soon.


MILES:  Hey, are you okay?

PETER:  No I’m not.

MILES:  What’s going on with your body?

PETER: I don’t think my atoms are really jazzed about being in the wrong dimension(Miles: "Oh, that's how you said it.")

(glitches) Look, I’m not looking for a side gig as a Spider-Man coach. I got a lot going on in my dimension, like a lot.

MILES:  With great power comes great--

PETER:  Don’t you dare finish that sentence- - don’t do it. I’m sick of it.

Peter blinks. "I haven't actually heard that before I saw this movie. Dad had a different line I've been following." Peter B. stares at the younger kid- he didn't know the line? This was probably the weirdest dimension ever, and he was including Porker's in that equation.

"Well, let's hear it, then." Miles requests. "He said 'if you're nothing without this suit, then you shouldn't have it.' I got mine from him, and I was way too reliant on it..." Peter scratches his cheek, a bit embarrassed.

"I actually liked the line you gave me when we first met better." Tony throws in, catching the attention of the rest of the room. Peter tilts his head quizzically, not remembering what the man was talking about.

"When you can do the things I can, but you don't, and then the bad things happen, they happen because of you." Tony recites.

"Same message, different delivery- you're no poet, kid, but you're damn good at what you do." The inventor ruffles Peter's hair.

(The rest of the room is silent as Peter's words ring true. Funny how wording that old sentence differently gives it meaning again...)

(glitches) Want my advice? Go back to being a regular kid--

MILES:  I don’t have a choice. Kingpin’s got a supercollider. He’s trying to kill me.

PETER:  Wait a second, what did you just say?

MILES:  Kingpin’s trying to kill me.

PETER: Who cares about that? (Peter B: "I do, now. Like, a lot. Maybe too much." Miles: "Thanks.")

Where’s the collider?

MILES:  Brooklyn. Under Fisk Tower.

PETER:  Goodbye!

Peter starts WALKING DOWN THE BUILDING. Miles struggles to FOLLOW. (Note: rest of scene staged like a classic NYC movie “walk and talk” but IT’S VERTICAL...and one of the participants HASN’T LEARNED TO WALK YET)

MILES:  Where are you going?

PETER:  When it runs again, I’ll just jump in and get back to my life--

MILES:  --You can’t let them run it. I’m supposed to destroy it so it never runs again or everyone’s gonna die--

PETER (mocking):  --Or everyone’s going to die. That is what they always say. But there’s always a little bit of time before everybody dies, and that’s when I do my best work.

"Yeah, that's kind of a regular thing with superheroes, actually... we're always skirting the deadline." Tony grins. "And it gives everyone a heart attack when you do it." Rhodey quips.

MILES:  Aren’t you going to need this?

Miles produces the goober.

PETER:  Ah you have a goober. Give it.

Peter reaches out. Miles holds it back.

MILES (holding it back):  Wait, no. Not so fast. He called it an override key.

PETER:  There’s always a bypass key, a virus key, a who-cares key I can never remember so I just call it a goober. Give it.

MILES:  I need it to destroy the collider.

PETER:  I need it to go home!

Miles puts it in his mouth.

MILES (mouth full):  No! I’ll swallow it, don’t play with me!

PETER:  What?

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

MILES (mouth full):  I said--

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

"Huh, that was actually pretty slick. Not bad, Peter B." Gwen remarks. "Oi, don't sound so surprised about it..." Peter B. grumbles.


PETER:  The collider created a portal that brought me here. And I have to g-- (realizing) Did you break this?

MILES:  No, it... broke. I don’t remember what happened.

PETER:  This is why I never had kids, this is why I never did that.

MILES: Can't we make another one?

PETER:  No, we can’t do anything. Thanks to you I have to re-steal what your guy stole from Alchemax and make another one of these.

MILES:  Look, if I don’t turn off the collider after you leave, everyone in this city, my parents, my uncle, and millions of others will die, and you’re just gonna go home and leave me here to figure this out for myself? You good with that, Spider-Man?

PETER: Yeah. (Peter B: "Not exactly, but at that moment I really just wanted to get home." Miles: "Hey, it's cool, I'd probably be the same if I landed in another friggin dimension.")

Peter walks away over the top of the building and disappears from sight. Miles, utterly defeated sits down on the wall. With his head in his hands. Peter peeks his head back over the ledge. Not so far below the surface is the guy who used to care, but...

PETER (CONT’D): What are you doing?

MILES: Making you feel guilty. Is it working? (Peter B: "Yep." Miles smothers a grin.)

PETER How could it, no-- Look at me, does it look like it’s working? No, it's.. . no,  i t’s... ohhhh... (screaming into his jacket) Ahhh!!! No! No! Do not let him win!

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

PETER (CONT’D) Alright kid you win. (then) C’mon, we don’t have a second to lose.

Miles smiles.

"See you said that and then you took me to a burger joint," Miles complains.

"Wait, he what?" Rhodey balked.


--MATCH CUT Miles’ face, annoyed. Peter STUFFS HIS FACE while Miles watches. This is not a normal Spider-Man.

"That," Miles points at the screen. "That was disgusting, by the way."

Peter B. has the shame to look embarrassed, at least. "Yeah, I, uh... Not exactly proud of how I acted."

Chapter Text

PETER: I love this burger. So delicious. One of the best burgers I’ve ever had. In my universe, this place closed six years ago. I don’t know why. I really don’t.

(the check arrives) You have money right? I’m not very liquid right now. (Tony: "Seriously?" Peter B. groans.)

MILES: Can we focus?

PETER: Uh huh sure.

MILES: The other Peter--

PETER (reaching for Miles’ burger): You gonna eat that? I’m listening.

MILES: The other Peter said he was going to be showing me the ropes.


MILES: You got any Spider-Man tips you can tell me now?

PETER: Yeah I got plenty. Disinfect the mask. You’re gonna want to use baby powder in the suit, heavy on the joints. You don’t want any chafing, right?

"Very... practical advice, I guess?" Peter tried to compliment his older self. Said man was looking increasingly uncomfortable as the scene unfolded.

"Don't even try, mini-me. I sucked at this, badly. I forgot how bad I was- well, more like tried to block the memories out, probably," Peter B. griped. "So sorry, Miles."

"Nah, it's fine, man, don't worry."

MILES: Anything else? (Miles: "See, I was being rude about the whole thing, too.")

PETER: Nope, that was everything.

MILES: I think you’re going to be a bad teacher.

PETER: Mhmm... Look up where Alchemax is.

MILES (reads from his phone): A private technological campus in Hudson Valley, New York. (excited) You can teach me to swing on the way there.


"Uh... isn't that a bit far to swing?" Peter asked.

"Thank you. Exactly why we didn't do it." Peter B. gestured to the screen as the scene changes.

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

PETER: I’m not swinging to the Hudson Valley, Miles. Not after a hearty burger-breakfast. Keep your legs fresh, you’re gonna thank me later.

As Miles shakes his head we CUT TO:



Reveal Miles wearing a YELLOW CAPE with his Spidey-suit.

PETER: And it’s a no on the cape.

MILES: I think it’s cool. (Miles: "Runs in the family, apparently.")

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

PETER: Take that off, it’s disrespectful. Spider-Man doesn’t wear a cape. (Miles shoots Peter B. a shit-eating grin. He scowls.)

Finally, Peter yanks the cape from Miles.

Miles and Peter lie at the edge of the woods SCOPING IT OUT. Beautiful Zaha Hadid style buildings, a dream campus. Peppered amongst are THUGGISH GUYS in lab coats.

MILES: So how do we retrace Peter’s steps?

PETER: That’s a good question... What would I do if I were me...? (thinks for a second) Got it. Step One: I infiltrate the lab...

We QUICKLY see MULTI-PANEL IMAGES of the mission going off without a hitch -- and with Miles barely appearing. (Gwen: "Ooh, neat. Comic style.")

PETER (CONT’D): Two: Find the head scientist's computer--


MILES: That lady with the bike is the head scientist. I saw her in this documentary at school.

PETER: Cool. Step Three: I re-examine my personal biases. (The audience snorts. Peter B. allows himself a small smile.)

(CONT'D) Step Four: I hack the computer--

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

MILES: --It’s not technically hacking. It’s kinda--

PETER (shoves him out): --Not now hold on, I just lost my train of thought... Step Five: download the important stuff, I’ll know it when I see it, and Step Six:... I grab a bagel from the cafeteria and run.


"Okay, I feel the need to apologize again, because I was an absolute asshole, Christ." Peter B. groans again. "Actually, just make that a blanket apology for however long it takes until we see me get my shit together."

MILES: So what am I doing?

PETER: --uh Step 7: You stay here, you’re lookout. Very important.

Miles reacts.

MILES: Look, man, you have to teach me to do Spider-Man stuff or I’m not going to be able to help--

PETER (stretching): Alright... (swinging away) Watch and learn, kid, I’ll quiz you later!

--Then he’s gone, stealthily swinging across the clearing toward the ALCHEMAX BUILDING, where Peter crawls down to a GRATE, opens it, and ENTERS. 

Gwen whistles. "Smooth." Peter B. lets out a small smile. "Thanks, kid."


MILES (so mad): Why did I get stuck with the janky old, broke, hobo Spider-Man? (Miles winces. "Sorry." Peter B: "Eh, only the truth at the time.")

 Miles PUNCHES the rock and cracks it.

MILES (CONT’D): That’s new.

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

MILES (CONT’D): Kingpin!

He hides behind the rock, thinking. What does he do? What does he do? What does he do?

--HARD CUT to Miles running across a field towards Alchemax.

MILES (V.O.) (CONT’D): What am I doing? What am I doing? What am I doing? What am I doing?

Miles looks over the side of the building, as KINGPIN and TOMBSTONE enter. He AWKWARDLY ENTERS THE OPEN GRATE into--


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

MILES (whispering): Peter! Peter--

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

MILES (CONT’D): Peter!

PETER: Yeah, what are you doing here?!

MILES: Kingpin’s here! Just move over!

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

PETER: C’mon! You’re stepping on my foot!

MILES: Move a little to your right--

PETER: Go back outside!

MILES: No, I can’t sit there and just let Spider-Man die without doing anything about it. I’m not doing that again.

Peter reacts. Softens.

"Honestly, I was very much hoping you were kidding about that part." Peter B. grimaces. 

"Wish I was..." Miles sighs morosely, causing Peter B. to hug him again.

("Does he still have his biological dad or does the kid have two dads?" Rhodey asks quietly. "He still has his normal dad," Peter whispers back.)


PETER (thinks it over): Most people I meet in the workplace try to kill me, so, you’re a nice change of pace.

HEAD SCIENTIST (O.S.): Uh, Mr. Fisk!

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

HEAD SCIENTIST (CONT’D): --Look at this data. I know you can’t really understand it, but these are really good numbers--


She goes to the computer and enters her password.

PETER: And... I got the password!

HEAD SCIENTIST (shows photos of cluster poles and busses, etc.): Uh, Mr. Fisk. If we fire again this week, there could be a black hole under Brooklyn. You see this? And this? This is multiple dimensions beginning to crash into each other.

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

"Pretty sure this was where my protective instincts started kicking in." Peter B. idly comments. Miles fights down a small blush- it's kinda embarrassing to inspire those kinds of reactions from people.

Gwen elbows him.

PETER (reassuring): --This is pretty standard Spider-Man stakes, you get used to it. Watch this, he’s going to say ‘you’ve got 24 hours!’

KINGPIN: You’ve got twenty-four hours. (Peter B: "See?")

HEAD SCIENTIST: What this means is that there could be a rupture in the space-time continuum.

PETER: Oooh, that’s bad. Actually, everything she said was bad, I was lying before. (Rhodey: "Very reassuring.")

--The group below is EXITING. As they do Peter SPRINGS INTO ACTION--

--Peter climbs out of the air vent and smoothly crawls upside down along a ceiling duct and jumps down. He starts hacking into the scientist’s computer. He hears her off-screen talking to Fisk.

HEAD SCIENTIST (O.S.): OK hold on, let me show you some more data--

Peter looks back, sees Miles out of the vent.

PETER: What’re you doing, bud?

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

MILES: I can’t move!

PETER: OK, relax your fingers! (Gwen: "Hey, same advice. Just... wildly different situations.") We don’t have time. Just “let go,” be in the moment!

MILES: --I am in the moment, it’s a terrible moment!--

CUT OUTSIDE TO Kingpin and the Head Scientist.

HEAD SCIENTIST: I’m not refusing--

KINGPIN: No more excuses!

HEAD SCIENTIST: --I just need more time.

"So she's not... 100% evil, I guess?" Tony quips.

"Oh, she'll change your mind in a bit, don't worry." Miles nods assuredly. Tony gulps. Great.


PETER: They’re right there, they’re going to see you! Miles, you gotta unstick. What do you do to relax?

MILES: Relax. Okay...

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

PETER: Oh, for crying out loud.

Miles starts humming to himself. He unsticks a finger. Then another. Starts to move his hands.

--The rest of MILES’ fingers come unstuck and Miles starts to FALL. Miles and the metal duct CRASH TO THE GROUND with a huge CLANG!

PETER (CONT’D): Teenagers, just the worst--

"Oi!" come the synchronized noises of offense from the teenagers in the room.

Peter B. holds up his hands. "Fine, fine, jeez. Don't lynch me."


Peter’s spider-sense motivates him to look at the door’s window, through which he sees the Head Scientist TURN BACK TO HER OFFICE, having heard the crash.

PETER: --Miles? Where did you go?

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

MILES (invisible): I'm right here. (Peter: "That's an awesome power, by the way." Miles: "Thanks!")

PETER: Where? I can’t see you.

MILES (invisible): I’m right in front of you. Can Spider-Man turn invisible?

PETER: Not in my universe.

MILES: Ow! You just poked me in my eye!

PETER (marveling): This is incredible-- some kind of fight or flight thing.

MILES: What’s that?

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

PETER: --Remember this password!: Dgfampesand4$35876534545435--

"D...g...f...what?" Tony blinks.

"D, g, f, amp, e, s, and, 4, dollar sign, 3, 5, 8, 7, 6, 5, 3, 4, 5, 4, 5, 4, 3, 5." Miles recites. Peter B. stares at him.

"What? I only forgot the last two when we were there. I've got a good memory." The teen says, a little defensively.

"Okay, you actually understood that with how fast he was talking? I'm a genius, but I don't have super-hearing." Tony admits, impressed.

MILES: Slow down, Peter! I-- I need to write it down!

PETER (smoothes hair under mask): --and download the schematic-- MILES (CONT'D): --How do I do that?!--

PETER: --While I turn on the charm.

Peter B. freezes. "Oh no." Miles shoots him a shit-eating grin. 

"That worked out great, huh?"

"Oh shut it." Peter B. burrows his face in his hands- he really doesn't want to see that particular encounter from a third person perspective. I was half-flirting with Octavius. Ugh. He shudders.

The Head Scientist walks into her office to see Spider-Man STANDING “CASUALLY” with his arm on her desk and a METAL DUCT dented in the MIDDLE OF THE FLOOR.


PETER: Oh, hey. Didn't see you there...

HEAD SCIENTIST: Wow. Okay, I’m kinda freaking out right now. I mean, you're supposed to be dead.

PETER: Surprise!--

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

PETER (CONT’D): Whoa!--OK that's a no-no, we don’t like that--

--revealing Peter's face. ON THE HEAD SCIENTIST, she GASPS.

She quickly appraises him up and down, now LASER FOCUSSED--.

HEAD SCIENTIST: This is fascinating. (Tony: "Okay, that's all kinds of red flags right there.")

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

PETER: --OK, that’s m’face--

HEAD SCIENTIST: An entirely different Peter Parker.

The Head Scientist BENDS DOWN to poke Peter’s STOMACH. Behind her we see semi-visible Miles running around, confused. Peter’s eyes WIDEN -- he’s gonna be caught!

HEAD SCIENTIST (CONT’D): OK, a little bit of a gut, perhaps from dimensional warping.

PETER: Oh yeah, yeah, yeah. I was way flatter before I warped. (Gwen raises an eyebrow. Peter B: "Oh, shut it with the judgemental looks.")

Miles ARRIVES AT THE COMPUTER and frantically plugs in his DRIVE, typing the password: Dgfampesand4$3587653454543...then...??

HEAD SCIENTIST (O.S.) (to herself): Travel through the multiverse appears to have deteriorated...


 MILES (to himself): 3454543... Ah, what was the rest?!

Miles pauses, unsure of the rest. Peter WHISTLES. The Head Scientist LOOKS UP AT PETER IN RESPONSE, a little SUSPICIOUS--

PETER (covering): --How old are you? You don’t look a day over 35!

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

MILES (to himself): Organize your desktop, lady!

Peter and Tony physically cringe away from the movie. "Oh god, what kind of abomination is that. What is that." Peter presses out, visibly repulsed, to Tony's near-violent nod.

Nerds. Rhodey shoots them a fond look.

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

HEAD SCIENTIST: This might pinch a little.

--Mechanical RESTRAINTS strap Peter to the chair.

PETER: Ow! Ow, ow!

She grabs a TOOL. Advances.

HEAD SCIENTIST: I know, I just need to get these samples.

She jams a tongue depressor in Peter’s mouth.

PETER: Yeah, ok.

The Head Scientist studies a sample on a slide.

HEAD SCIENTIST: Wow. Just complete cellular decay. I’ve never seen anything like this. (Gwen: "So that's what that looks like under a microscope.")


PETER (whispers): What are you doing?

"Trying to get the data, duh. You didn't even give me a portable drive, what was I supposed to do?" Miles explains belatedly. Peter B. slams a hand onto his face. Knew I forgot something.

MILES (whispers): I’m just taking the whole thing!

The Head Scientist turns to look at Peter.

HEAD SCIENTIST: And obviously you’ve been glitching.

PETER (glitching): Glitching? No. Why would you even say that? (Raised eyebrows all around.)

HEAD SCIENTIST: If you stay in this dimension too long, your body’s going to disintegrate. Do you know how painful that would be, Peter Parker?

PETER: Uh, I don’t know.

HEAD SCIENTIST: You can’t imagine. (weirdly intense) And I, for one, can’t wait to watch.

Tony shudders. "Okay, I see what you meant. Huge creep factor- she wants to watch you die slowly and painfully? Definitely a villain."

PETER (long beat): What did you say your name was?

HEAD SCIENTIST: Doctor Olivia Octavius. (Tony: "FRIDAY? Look up any Doctor Octavius', please." "Got it, Boss.")

OH NO. She takes off her blue glasses and puts on red goggles. Her TENTACLES UNFURL. One TENTACLE grabs Peter by the neck and slams him into the wall. Ladies and gentlemen, meet this dimension's DOCTOR OCTOPUS.

PETER: Can I assume that your friends call you Doc Ock?

HEAD SCIENTIST: My friends actually call me Liv. (Peter B's eyes narrow. Wait a second...)

My enemies call me Doc Ock.

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

PETER: I got this! Run!

DOC OCK: Who are you talking to?

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

PETER: I got it!   DOC OCK (CONT'D): Oh, you got it, Peter?

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

PETER: --I got it handled buddy! Everything is fine! (Miles: "It's really not, dude!")



MILES runs, terrified, carrying the computer. Flashing between visible and invisible like a human strobe light. So many emotions swirling his powers can’t tap into just one--He RUNS INTO A LAB ASSISTANT, turning VISIBLE--


PETER (FLIES BY IN BACKGROUND): Okay this is a little bit bad. (Peter: "No shit, Sherlock!")

DOC OCK (O.S.): Oh, you’re chatty!

"It's a talent. And kind of a trademark of Spider-people. We do not shut up. Like... ever." Gwen comments. "It's worse with the Peters, though."

Peter B. and Peter Stark shoot the girl slightly offended glares. She just shrugs. "It's true and you know it."

"It kinda is." Tony ruffles his son's hair, who turns his glare to him before sulking, drawing his knees up. "Just 'cause it's true doesn't mean you have to say it..."

The Lab Assistant leaps up, freaked -- she sure looks like GWANDA IN A LAB COAT... (Peter B: "Oh, you were there, too? Explains how you got there so fast..." Gwen: "You didn't see me?" Peter B: "I was kind of preoccupied. Gwen shrugs- it's true.)

Peter and Doc Ock continue fighting through offices and laboratories. It’s, well, let’s let Peter tell us:

PETER: --And this is the moment that I’m losing the fight.

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

Miles holds up the computer and monitor, shrugs.

PETER (CONT’D): Alright, let me tell you the good news. We don’t need the monitor.

Peter grabs the monitor, throws it----Peter is already SWINGING OUT THE DOOR. Miles is SHOCKED--


DOC OCK: Peter! You didn’t tell me you had an invisible friend! Could you give me that back, young man?

MILES: --Peter!--

DOC OCK: It’s proprietary.

Her ARM extends to Miles when Peter swings Miles out the door. Peter YANKS HIM THROUGH THE DOOR, shooting ANOTHER WEB to CLOSE THE DOOR in OCK’S FACE! Nice going, Peter!

(Friendly reminder I'm not actually changing the script- yes, this is exactly what is says in there. I'm grinning like an idiot reading this script.)


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

PETER: Wow. This’d be a good time to turn invisible.


PETER: Ok, not going to turn invisible. (then) Selecting a bagel... act super normal...

Peter starts to walk past the Buffet SUPER NORMAL (not normal at all), helps himself to a bagel... 

Rhodey sighs. "I was kinda hoping you were kidding about the bagel."

Peter B. shrugs. "Switching dimensions forcefully the way we did made me pretty hungry. Was I the only one there...? No, I'm pretty sure Porker mentioned eating a bunch of stuff, too."

"I did, too," Gwen adds. "Peter B's not kidding when he says that- add the spider-metabolism and... yeah. Hungry." he walks. Miles follows. The Security Guard Students notice--

GRAD STUDENT: --Spider-Man?

PETER: You know it’s funny I get that a lot.


Peter trades Miles the bagel for the computer.

PETER: Now we do a switchy-switchy.

--The students PULL OUT WEAPONRY. (Rhodey: "Woah.") Peter GRABS THE COMPUTER. As Peter and Miles RUN, the students CHASE!

GRAD STUDENT: Hey! Hands Up!

GRAD STUDENT 2: Get back here! Where do you think you’re going? He took a bagel!


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

PETER: Alright time to swing, just like I taught you!

MILES: When did you teach me that?

PETER: I didn’t! It’s a little joke for team building! (Tony: "Not exactly the time for that, is it?")

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

PETER (CONT’D): Alright, you ready?


Peter SWINGS INTO THE TREES, but Miles is FROZEN. He’s never actually swung before!

"Yeah, I was not ready. I probably should've stayed outside instead of panicking- Doc Ock only came back because I made such a mess." Miles grimaces.

Peter B. ruffles his hair affectionately. "Hey, nothing too bad happened, did it? And we found out about your ability, so that's good." Miles smiles at his mentor, not entirely convinced but pacified.

Miles is a disaster -- TWISTING and FLAILING on his web as GUNFIRE explodes branches and tree trunks around him.

MILES: Whoa, whoa, I can’t do this yet!

PETER: Everybody knows that the best way to learn is under intense, life-threatening pressure!

Miles fumbles with his web shooter.

MILES: C’mon, c’mon!

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

MILES (CONT’D): Uh oh.

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

PETER: What are you doing down there?!

MILES: I run better than I swing!

PETER: You gotta swing or they’ll catch you! This is what you wanted! (Miles: "Not exactly like that!" Peter B: "Well aware, kid.")

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

PETER (CONT’D): Uh oh.

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

DOC OCK (O.S.): Come back, little boy!

Peter doubles back, yelling advice back at Miles.

PETER: Aim with your hips. Look where you want it to hit. Square your shoulders. Don’t forget to follow through. Don’t shoot off your back foot.

"See, you can give decent advice! Just, y'know, give it more slowly. And in less dangerous situations." Miles amends. 

Peter B. grins as he accepts the praise for what it is, this time. "Thanks, kid. You're a pretty fast learner, too, when everyone's not pressuring you at the same time."

("God he's a dad." Tony chuckles. "He might be worse than me, actually."

Peter shoots his mentor a look. "Okay, fair enough." Tony concedes.

Rhodey grins to himself like an idiot.)

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

MILES: That’s too many things!

PETER: Then stop listening to me!

MILES: That’s the best idea you’ve had all day!

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

PETER: Nice, Miles !

Miles swings onto a branch and swings alongside Peter.

MILES: I’m doing it!

PETER: Good, you’re doing it! Double tap to release and thwip it out again. Thwip and--

MILES: Okay. Thwip--

PETER: --And release. And thwip--

MILES: Thwip--


PETER: --Release.

MILES: Thwip. And release.

PETER: You’re a natural.

PETER/MILES: Thwip. Release. (Peter: "That is almost disgustingly wholesome, oh my god.")

PETER: Feel the rhythm?

MILES: Woohoo! And release.

PETER: Good, Miles!

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

MILES: I gotta say, you’re amazing man!

PETER: We’re a little team. Me as the teacher who can still do it. You as the student who can do it just not as good. I’m proud of us! Is there something you want to say to me?

Just then, Peter GLITCHES, falling down onto a thick branch. (Miles: "How about 'Watch out'?" Peter B: "Oh shut up, not like I can influence that.")

MILES: Peter!

Miles crashes onto the branch, grabbing the computer by its power cord. However, the BRANCH BREAKS, causing both to fall down, which allows Ock to grab the computer -- They're done for. But then--

--WHOOSH! -- A BLACK and PINK BLUR swings by.

MILES (CONT’D): What the...

PETER: Who did that?

In mid-air we see a mysterious girl in a HOODIE and BALLET SHOES dispatches Doc Ock while WEBBING Peter and Miles to safety. She lands, with Miles and Peter in embarrassing positions. She DE-MASKS.

WANDA (to Miles): Hey guys.

MILES (shocked): Gwanda?

GWEN: It's Gwen, actually.

PETER: Oh, you know her? Very cool.

GWEN: I'm from another dimension. I mean, another, another dimension.

"Methinks your introduction's imminent." Tony quips.

"Great." Gwen sighs.

Chapter Text



GWEN (V.O.): Alright, people. Let’s start at the beginning one last time. (Tony: "That's a running theme, isn't it?")

(CONT'D) My name is Gwen Stacy.

INT. SUPERCOLLIDER STAGING CHAMBER - FLASHBACK We intercut Spider-Gwen (aka-Gwanda) battling THE LIZARD (vaguely resembles Peter Parker) in a slightly different location than the earlier Green Goblin fight, but with identical shot language.

GWEN (V.O.): I was bitten by a radioactive spider. And for the last two years, I've been the one and only SpiderWoman. You guys know the rest.

QUICK FLASHES of 1) Gwen banging on a drum set, 2) Gwen’s Dad in a COP UNIFORM being SAVED by Spider-Gwen, 3) Spider-Gwen dealing the death blow to the Lizard Monster only for him to turn into PETER PARKER as he dies, Gwen, devastated 4) Gwen WALKING DOWN THE STREET, ALL ALONE, hands in pockets and 5) Spider-Gwen fighting Doc Ock in a different COLLIDER ROOM--

GWEN (V.O.): I joined a band. Saved my dad. I couldn’t save my best friend, Peter Parker. So now I save everyone else. And I don’t do friends anymore. Just to avoid any distractions.

Miles shoots Gwen a grin, to which the girl huffs. "Except these dorks." You guys can defend yourselves, at least.

(Peter B, meanwhile, grimaces- Gwen's Peter looked a hell of a lot like himself. No wonder the teen barely looked at him. And he was The Lizard in her universe? God, that was weird to even think about.)

GWEN (V.O.): And one day this weird thing happened.

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

GWEN (V.O): ...and I mean, like, really weird.



GWEN (V.O.): I was blown into last week. Literally. I landed in New York. But not my New York.


TIMES SQUARE... Gwen slowly stands. Stares at the same Koka-Soda billboard where Peter found himself earlier. She sees FOOTAGE in Times Square of Spider-Man rescuing people from earthquakes - the same clip we saw earlier in Jefferson’s car.

NEWS ANCHOR: ...this is the second earthquake in the Tri-State area this month. Lucky for these folks, Spider-Man was there to save the day!

"I don't which one was the bigger What in that situation: the different dimension or the time travel. I was pretty freaked, actually." Gwen admits, a bit uncomfortable at her story being shown so openly.

Peter B. ruffles her hair, eliciting an indignant squawk. "Hey, I don't any of the Spider-gang wasn't freaked out at first. Or not low-key freaking out the entire time. I know I was, and Miles certainly wasn't calm either."

Gwen turned to look at Miles, who shrugged. "I was Spider-man for like a day, what do you think?"

(Peter, meanwhile, is incredibly glad his first day, hell his first months, weren't that turbulent.)


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

GWEN (V.O): My Spider-sense told me to head to Visions Academy. I wasn’t sure why until I met you--


MILES: I like your haircut.

GWEN: You don’t get to like my haircut. (Rhodey: "I dunno, looks pretty neat." Gwen: "...thanks?")

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

"Oh shit, right, I forgot about the incoming goons." Tony startles.

"" Rhodey shoots his friend a quizzical look, causing him to go red a little, embarrassed.

"Backstory's distracting..." Iron Man, resident genius, mumbles.

Gwen fires her shooter and swings away.

GWEN (CONT’D) Let’s go.

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

MILES How many more spider people are there?

PETER --Save it for comic-con!--

MILES What’s Comic-Con?


"Okay, wait, your dimension doesn't have comic-con?" Peter balks.

"Explain to me what it is and I can answer that." Miles huffs- honestly, his dimension probably only had a different name for it.

"Basically a huge gathering of comic fans and stuff." Gwen shrugs. "Never been to one, personally."

Miles thinks on the description for a second before he lights up. "Oh, like CACExpo!"

Confused looks. Miles sighs. "It's short for Cinematics And Comic Expo."

A round of ohs.


Kingpin sits on the sun deck, slowly and purposefully CLICKING a ballpoint pen. His stare is hard and intense, but unfocused.

FLASHBACK: CUT TO A PORTRAIT of Kingpin with his WIFE and SON hangs on an office wall. It’s KNOCKED DOWN when Spider-Man is THROWN into frame, against the wall. Kingpin is FIGHTING Spider-Man, it’s BRUTAL.

KINGPIN: You’re dead Spider-Man. 

Miles winces visibly. The cuddle-pile is briefly reestablished before a muttered "I'm fine, guys." causes the older Spiders to disengage again.

VANESSA, Kingpin’s wife in the portrait, walks in with their 13-year-old son, RICHARD just as KINGPIN is about to deliver the death blow to Spider-Man. They can’t believe the level of violence they’re seeing.

VANESSA: Wilson, what are you doing?

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

KINGPIN: Vanessa.

VANESSA: Richard, c’mon...

Vanessa takes Richard’s hand and FLEES.

KINGPIN: Vanessa! Richard! No!

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

VANESSA: Don’t look back, honey. It’s okay. It’s okay.

Richard LOCKS EYES with a devastated Kingpin. Vanessa flies through a stop sign. Her car is T-boned.

The audience collectively flinches back at the loud crash. "Holy shit..." Rhodey mutters. "No wonder the guy's not over it- an accident like that? Under those circumstances? Jesus..."

PRESENT DAY: Kingpin BREAKS the pen in half. Ock swings in, disheveled. Kingpin leans in with MURDEROUS EYES. Ock REACTS, WEAPONS DRAWN. A STANDOFF.

KINGPIN: I killed Spider-Man. Why did I just see two more?

DOC OCK: There’s three, actually. No this is good, this is very, very good. It means you get what you want. It means my collider works. (almost hypnotic) All we have to do is kill a couple spiders...and the collider will bring your family back...As many families as you want.

"But also, that's the most unhealthy coping method I've ever seen, and I've witnessed Tony grieving." Rhodey blithely comments, not entirely sympathetic but at least equipped with a vague understanding of Kingpin's motives.

"What do you do when you grieve, Mr. Stark?" Miles asks, and Tony's heart skips a little at the familiar nickname and he locks eyes with a widely smiling Peter for a moment.

"I, uh, invent stuff. As in, I stay up for days on end without drink, food or sleep until I build something that'd probably revolutionize about five markets at once before passing out in my workshop for one of the others to find me." The inventor admits shamelessly.

"Or you drown yourself in alcohol." Rhodey drily ads.

"Hey, I don't do that anymore!" Tony protests. Rhodey just pats his arm. "I don't!"

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

KINGPIN: Tomorrow at my collider.

DOC OCK (piqued): Our collider.


A BUS. INSIDE, Miles and Gwen sit next to each other. Gwen holds the broken goober in her hand. Both want to talk, neither wants to start the conversation. It should feel kind of like them side-by-side in class.

Peter SNORES in the back seat.

GWEN: He broke this?

MILES: Yeah. He’s actually really embarrassed about it. So, just keep it between us, ok?

GWEN: I know where we can make a new one. And we won’t let him break it this time.

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

MILES: I’m sorry about your friend.

GWEN: Thanks, Miles. (Peter, quietly: "I kinda ship it." Tony shushes him before, just as quietly: "Same.")

(CONT'D) I know how hard this is, to have to figure this stuff out on your own. It’s kinda nice not being the only Spider person around.

MILES: Yeah. If you ever decide to do friends again, I could always open up a slot.

A beat. Gwen considers.

GWEN: I’ll keep you posted.

Miles smiles at Gwen. In the back seat, we see Peter is awake and listening. He has a proud smile on his face.

Identical blushes erupted on the two spider-teens' faces. "Dude, you heard all that?!" Miles' voice squeaks a little.

Peter B's wearing the same proud grin. "Heck yeah, I did."

Mortified, the teens sink into their seat. (On the other couch, Tony's trying and failing to get his snickers under control. Rhodey's not even trying.)

MILES (O.S.): Cool.


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


PETER: We should probably go.

GWEN: Peter, we’re literally on the doorstep.

PETER: Bad idea, bad idea, this is a bad idea--

GWEN: Just relax. (Peter B: "I literally buried her like two months ago!" Gwen winces. Peter jr. comes over for another hug.)

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

AUNT MAY: You guys are all very sweet but no more fans today, please.

AUNT MAY’s eyes WIDEN. She steps out onto her porch, stunned at the sight of Peter. Isn’t he supposed to be dead? And for Peter, isn’t Aunt May dead?

PETER: I’m not ready for this. 

Peter jr. snuggles closer. Peter B. ignores Stark's slightly jealous look and enjoys the hug. Looking at each before shrugging, Gwen and Miles join in, too.

Tony pouts. His kid gives the best hugs! Now he wants to join in, too...

(Rhodey sighs. Children, every single one of them. Why does he always befriend the childish geniuses?)

AUNT MAY: Peter...

PETER: Hey Aunt May... So this is going to sound crazy... but I’m pretty sure that I’m from an--

AUNT MAY: --an alternate dimension.

PETER: Yeah.

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

AUNT MAY: You look tired, Peter.

PETER: Well, I am tired. (Peter B: "Of so many things. Not this hug though, holy shit you kids are good at this." Peter, muffled: "Yeah, Tony says that too.")

AUNT MAY (notes his physique): And older. And... thicker.

PETER: Yeah, I’ve heard that already.

AUNT MAY: Oh jeez, are those sweatpants?

GWEN: Yup. That’s what they are.

"That, right there, is a face of many, many regrets." Rhodey points idly at the screen. "I use that one way too much not to recognize it."

Tony huffs and shoves him off the couch. "Not cool, Tones." the pilot groans.

MILES: I was there... when it all happened. I am so sorry.

AUNT MAY: And what dimension are you from?

MILES: Brooklyn. (beat) Did Peter have a place where we could make another one of these?

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

AUNT MAY (re: goober): A goober... Follow me.


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

PETER: Oh yeah, I got one of these too. A little shed where I keep my spider-gear--

--A SPIDER-GRAPHIC begins to glow on the shed's door, which opens to reveal an ELEVATOR.

Peter Stark's eyes practically light up. "That. That is awesome."

Peter B. grumbles. "It's not that cool..."

"Dude, don't be jealous." Miles elbows him, to a slight 'oof' from the man. "It's kinda embarrassing."

Aunt May looks at Peter: was YOURS like this? As they enter:

PETER (CONT’D): I mean, this place is pretentious.


--into RIPeter's MASSIVE, SPIDER-MAN MEETS CALATRAVA LAB: Crammed with crime-fighting and science gear, photos, hangout furniture, not to mention every Spider-branded product in existence. They reach the bottom, fan out, exploring. (Peter jr's eyes bug out. Holy shit.)

MILES: Whoa. Dude, was yours anything like this?

PETER: Mine was like this but take away the jeep, the plane... imagine it way smaller. Imagine a futon. I feel sad for this guy.

Miles notices one of 616Peter’s costumes... it has a CAPE. He looks back at Peter slyly, vindicated.

"Oh, that was what that smug grin earlier was about." Tony realizes.

Peter finds a PHOTO: RIPeter and MJ, together. Happy. It hits him hard. Miles notices.

MILES: Hey Peter, I think this is a cape.

Peter can't help smiling. Gwen, in turn, watches this happen, her wheels turning. Miles is looking at the costumes. His reflection, still a bit off-center. (Peter: "Ooh, symbolism!")

May walks up.

AUNT MAY: Peter knew how dangerous the job was. But he figured the only one who could stop this guy was SpiderMan.

MILES: Kingpin knows we’re coming. We’re going to be outnumbered.

AUNT MAY: Don’t be so sure.

May holds out “my name is” stickers.

AUNT MAY (CONT’D): You might need these.

MILES’ POV: Four sets of eyes open in the shadows.

"That is actually kind of terrifying," Tony comments with a small shudder.

Spider sense rings out EVERYWHERE. Miles GASPS. Gwen SPINS AROUND, on high alert.

On a SHOCKED Peter, Miles, and Gwen.

AUNT MAY (CONT’D): You think you’re the only people who thought to come here?

SOUND OF BLINDS FLICKING OPEN-- SPIDER-MAN NOIR is lit with Venetian blind shadows, a black-and-white figure whose coat is inexplicably billowing around him.

SPIDER-MAN NOIR: Hey fellas(Rhodey's eyes narrow- wait a minute...)

MILES: Is he in black and white?

PETER: Where is that wind coming from? We’re in a basement.

SPIDER-MAN NOIR: Wherever I go, the wind follows. And the wind, smells like rain.

"That's Nicholas god-damn Cage!" Rhodey blurts out, recognizing the voice.

Blank looks from the animated spiders, but Tony's eyes widen in realization. "Holy shit, you're right. What the hell?"



PENI: Hi guys! Konichiwa! Hajimemashita, yoroshiku? (Rhodey: "And now there's anime. Why not." Tony: "Oh, she's actually here." Rhodey facepalms- right, they'd mentioned that earlier.)


PETER: This could literally not get any weirder.

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

SPIDER-HAM: It CAN get weirder! I just washed my hands, that’s why they’re wet. No other reason.

"See what I meant?" Gwen sighs.

Peter jr's staring at the screen in unfiltered disbelief. "John Mulaney."

"Huh?" Peter B. blinks, a bit confused.

"That's John Mulaney. He's, like, my favorite comedian. Why does the cartoon pig sound like my favorite comedian." Peter gestures to the screen, clearly a bit overwhelmed.

Miles slaps both his hands on his face. "That's where I knew his voice from!"

"Oh, thank god, I'm not the only one that hears." Gwen sighs in relief.

The adults are still confused. Miles groans and digs his phone from his jacket pocket, opening his audio library. "Hold on, I've got Salt&Pepper Diner on here..."

  • (One listening interspersed with several bouts of hysteric laughter later...)

"Ho- holy shit- I'm doing that. I'm definitely doing that, I don't know when, I don't know where, but I'm doing it." Tony's still shaking from laughter, and he's not the only one.

"If you- do that, take me- take me with you. Like hell- like hell am I missing- missing that-" Rhodey gets out between wheezes.


"May I inquire what exactly is going on here?" came a voice from the room's entrance. Rhodey and Tony briefly, almost imperceptively stiffen before relaxing again.

"Hey, Mr. Vision!" Peter Stark waves at the synthezoid.

The other-dimensional spider's stare at Vision. Vision stares back.

"I feel like I should repeat my question. What."

"Long story, V." Tony shrugs briefly.

Of course, Peni takes exactly that moment to return from the lab and shove the repaired goobers at her friends. "There. Your lab is surprisingly advanced for the 21st century."

With sighs of relief, they all slip the bracelets on. A shudder visibly goes through their atoms before they reconfigure themselves into a format more suitable for this dimension.

From the outside, Tony, Rhodey and Peter Jr. just let out a startled shout as the animated spiders are suddenly not animated anymore.

Vision is still staring, very, very confused.


Chapter Text

All of their spider senses go off.

ALL SPIDERS: You’re like me. (Tony: "This is one of those running gags, huh?")


SPIDER-MAN NOIR/PENI/SPIDERHAM (STAGGERED): My name is Peter Benjamin Parker/My name is Peni Parker/My name is Peter Porker.

SPIDER-MAN NOIR/PENI: I was bitten by a radioactive spider. SPIDER-HAM: I was bitten by a radioactive pig. 

Blank looks. Everywhere.

Miles awkwardly scratches his right cheek. "Yeah, uh, best not to question Porker too much... ever. Don't do it." He idly puts a hand in his pocket where it closes around the hammer the smallest spider had given him. He tried not to think on the physics of it.

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

SPIDER-MAN NOIR (V.O.): In my universe it’s 1933 and I’m a private eye. I like to drink egg creams and I like to fight Nazis. A lot.

PENI (V.O.): I am from New York in the year 3145. I have a psychic link with a spider who lives inside my father’s robot, and we’re best friends. Forever.

SPIDER-MAN NOIR (V.O.): Sometimes I let matches burn down to my fingertips just to feel something, anything. (Vision: "Is he quite alright?" Peni: "Yeah, no worries. He even lets me come over now!")


SPIDER-HAM (V.O.): I’m a photographer for the Daily Beagle. When I’m not pooching around, I’m working like a dog trying to sniff out the latest story. I frolic and I dance and I do this with my pants--

--BACK LIVE, as Peter interrupts--

PETER: Ok, enough!

"Thank you, the dog puns were getting a bit much." Tony groaned in relief.

"Yeah, I was just getting a headache because those comic panels actually showed..." Peter B. sighs.

"That... does not sound physically possible," Vision sounds.

In response, Miles pulls the mallet out of jeans pocket. "Cartoons."

While the residents are gawking, Gwen turns to Miles. "You actually kept that?"

"It surprises people," Miles shrugs as he shoves it back into his pocket.

"Okay, you're lending me that for structural analysis later because what the actual hell," Tony demanded.

Peter turns to Noir.

PETER (CONT’D): So, uh, how did you get here? (Peter jr: "Are we doing this again?")

SPIDER-MAN NOIR: Well, it’s kind of a long story.

THREE SECOND MONTAGE -- We see the collider explosion, but this time Noir, Peni, and Ham streak out of the explosion. They land in New York. MATCH CUT to them in the hideout.

NOIR: Maybe not that long. (Peter jr: "Oh thank god, it was getting really old.")


PENI: And now we’re just trying to find a way home.

SPIDER-MAN NOIR: The only way home is back through the collider gizmo. The only trouble is--

SPIDER-HAM: --One of us has to stay behind and destroy it.

NOIR/HAM/PENI/GWEN: I’ll do it. (Rhodey: "Hero complexes! All of you!")

MILES: No, no, no, you don’t get it.

PENI Don’t get what--

They all GLITCH. Real ugly. (Rhodey: "Seriously, what is everyone's deal with sacrificing themselves, and yes I'm looking at you, Tony.")

MILES None of you can stay here. If you stay here, you’ll die. I’m the guy who’s going to turn it off and I’m going to get you all home before I do. Look, I made a promise. So I have to keep it.

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

SPIDER-MAN NOIR: --Who are you again? (Gwen: "Ouch.")

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

PETER: This is Miles, and he’s going to save the multiverse.

MILES: Yeah man.

PETER: This kid can turn himself invisible! Watch this, he can do it... now!

Miles struggles to turn invisible but he can’t.

MILES: I can’t do it on command--

PETER: --He can’t do it on command. But it is cool. Show them the zappy thing, Miles.

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

MILES: I can’t do it on command--

PETER: --He can’t do it on command. But he can do so much more, like what else do you do--

MILES: Just those two things--

PETER: --Just those two things.

GWEN: Look I’ve seen him in action. He’s got potential. I think he’s gonna get us home.

Tony scrutinizes the screen for a moment. "This is going to be bad, isn't it?"

Peter jr. shoots him a quizzical look. "What do you mean, dad?"

"Kid, I've seen a shit load of movies- we're about to reach the setback for the hero. Every action flick has one- especially an origin story like this."

The other-dimensional spiders exchange looks before Peni shrugs, "Well, he's not wrong."

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

SPIDER-MAN NOIR: OK, little fella, Kingpin’s gonna send a lot of mugs after ya, I’m talking hard boys, real biscuit boxers. Can you fight them all off at once?

MILES: Well, I, I haven’t actually fought anyone--

SPIDER-MAN NOIR: Surprise attack!

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

PENI: Can you re-wire a mainframe while being shot at?

"I'm pretty sure you're the only one of us who can do that, Peni." Peter B. raises an eyebrow.

"Well, Dad could and probably has done it..." Peter jr. comments.

"I did, but I'm also not one of the spiders, so I'm pretty sure I don't count."

MILES: Can I what?

PENI: Show me!

NOIR: Surprise attack!

Noir knocks him down again. FAST CUTS NOW --

GWEN: Can you swing and flip with the grace of a trained dancer?

SPIDER-MAN NOIR: Can you close off your feelings so you don’t get crippled by the moral ambiguity of your violent actions? (Rhodey: "Seriously, is he alright?" Peter B: "Probably, but he also wouldn't tell us if he wasn't.")

AUNT MAY: Can you help your aunt create an online dating profile so she can get out of the dang house once in a while?

Vision furrows his brows. "That... isn't a part of Spider-Man's duties, is it?"

"It's not," comes in unison from all of the Spiders in the room.

SPIDER-HAM: Can you float through the air when you smell a delicious pie?

MILES: What? (Peni: "Cartoons! Do Not Question!" Miles, waving the mallet: "Learned that lesson.")

GWEN Can you be strong?

PENI --Ruthless--

GWEN --Disciplined--

MILES I don’t know, maybe--

SPIDER-HAM (makes sound effect of smashing his head) --boing--

SPIDER-MAN NOIR --Show me some moxie, soldier--

GWEN Above all, no matter how many times you get hit, can you get back up?

SPIDER-MAN NOIR Because when a Spider-Man is on the floor--

GWEN --When you think you’ve given your all--

SPIDER-HAM --When you think you can’t keep going--

SPIDER-MAN NOIR: --Spider-Man always gets up. (Peter jr: "It's true! Even when there's a building on you." Tony: "Wait, a what?" Peter jr: "Uhhhh....")


GWEN: You can do this!

ALL SPIDERS: Get up Miles! Get up!

PETER: Alright guys, cool it... (Miles: "Thank you!" Gwen: "...sorry. We were a bit harsh, huh?" Miles shoots her a Look. The girls wince.)

GWEN: C’mon Miles! Get up!

The Spiders watch Miles struggle on the floor. He can’t get up. CONCERNED LOOKS are exchanged.

The Spiders gather in a circle to talk, leaving Miles behind.

GWEN (CONT’D): Peter, come here. You need to be more honest with yourself about this. He’s not ready, it’s obvious.

SPIDER-MAN NOIR: There’s no way. He’s just a kid.

GWEN: But if he can’t do this, we have to stay and do it for him.

SPIDER-MAN NOIR: He’s looking right at us while we talk about him...

A beat, then Peter looks to where Miles was and realizes-- The elevator is moving UP.

PETER: Miles? Miles? (sheepishly) See that? He can uh, turn invisible...

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

Peni takes a breath. "Okay, I feel like I should actually do this properly- gomennasai, Miles... we were kind of going a bit too fast."

Miles waves her off. "Nah, it's no problem- actually helped later with the entire chaos in the collider chamber."

Chapter Text


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

JEFFERSON (V.O.): Miles, what is going on with you? Nobody has heard from you. We don’t know what’s going on. Look, if you’re hiding something from us, you need to come clean. You call me back. Now. (Gwen: "Yeesh, no pressure.")



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


RIO: Aye... he’s not answering me either.

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

UNCLE AARON (PHONE MESSAGE): --It’s Aaron. I'm outta town for a few days. Hit you when I'm back. Peace.

JEFFERSON: Aaron, it’s Jeff. Look, I need you to call me if you’ve heard from Miles.

Said teen sinks into his seat, feeling guilty- he couldn't tell his parents he was Spider-Man, but man, he hated worrying them like this...

The other heroes in the room sigh- they know exactly what Miles is feeling like.


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

JEFFERSON: He has a soft spot for you and we haven’t heard from him. You know I wouldn’t reach out if this wasn’t important. Hope you’re good.

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



MILES (V.O.): Dear Uncle Aaron, I gotta do something and I don’t know if I can do it. I’m scared man. I’m just tired of letting everybody down. You’re the only one I can talk to. I just wish you were here.

--Miles stops writing when he hears a NOISE on the fire escape. Uncle Aaron?

As the figure gets closer, the silhouette becomes clear: THE PROWLER. Terrified, Miles scrambling to hide. The PROWLER enters -- but FREEZES. Something feels wrong. Remembering, Miles LOWERS HIS SPIDER-MAN mask.

PROWLER'S POV: He looks to the sofa, then around the room again, as if sensing something. He pads quietly, towards where Miles is hiding. Miles sits frozen, not daring to breathe. The Prowler is there, inches from Miles' invisible face. (Unwittingly, the entire audience collective breath's catch in their throats.)

Prowler’s PHONE RINGS and he answers. 

Cue simultaneous sighs of relief. "You didn't tell me it was that close!" Peter B. turns to Miles.

"Ehehe... yeah. Oops?" Miles shrugs, to Peter B's aggravated sigh.

PROWLER: Hello, Mr. Fisk. I’ve got the security tapes from the tunnel right here. If the kid’s out there, I’ll find him.

Prowler lifts his mask, revealing himself as AARON.

UNCLE AARON: You know me, sir. I don’t ever quit.

Miles' eyes go wide. He GASPS and slowly backs away-- ---Aaron's head snaps up at the sound. He looks around the room and puts his mask back on... Aaron sees the blur, following to the window--

"Ah. That is... a very unfortunate way to find out your uncle is a criminal..." Vision winces.

Miles just nods, a bit numbly.


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


Miles RUNS, the Prowler in pursuit on his motorcycle. In the middle of traffic, Miles sees that he seems to have lost Prowler.

But Prowler follows from the rooftops, watching where Miles goes. (Miles: "Oh, that's where he went during that!")


Peni and SP//dr finish making a new goober. (Peter: "That looks awesome!" Peni: "Thank you!")


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

SPIDER-MAN NOIR (to Ham): This is purple.




GWEN: Has anyone heard from Miles?

PETER: Look, he’s just clearing his head. I know the kid. He’s got what it takes. I bet you he’s going to come back through that door recharged and ready to fight.

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

"Thanks for the vote of confidence," Miles quips.

Gwen shrugs. "Well, ya didn't make too positive an impression so far, you have to admit."

Miles looks offended for a moment, but then shrugs- she's not exactly wrong.


MILES: My uncle!

PETER: Hey, where have you been, we--

MILES: My Uncle Aaron, he -- he -- he's the Prowler !

PETER: Ok, slow down. Slow down, Miles.

MILES: He works for Kingpin, he tried to kill me!

SPIDER-MAN NOIR: This is a pretty hardcore origin story.

PENI smacks his arm, ANNOYED. Miles fights tears. The spiders look to Peter -- who doesn't have the slightest idea of what to say.

PETER: It’s okay, it’s okay, we’re gonna figure it out.

GWEN: Were you followed?

MILES: No. I don’t think so. (Tony: "Eh-eep. Wrong.")

But they hear a RUMBLING... and then--


DING DONG! The doorbell rings, then--

--CRRAAAAASSSSSHHHHHHH!!! Doc Ock suddenly WALKS IN through the DOOR. A tentacle shoots out and knocks a tea tray out of Aunt May’s hands.

DOC OCK: Cute place. Real homey.

AUNT MAY: Oh great, it’s Liv.

Peter B's jaw drops. "Wait, what the fuck?! Didn't she say-"

"My friends call me Liv," Miles finishes, gaping.

The not-so-animated Spiders exchange glances- they need to investigate this, asap.

MILES (heartbroken): I guess I was followed.

GWEN: Oh no...

PETER: Get out of here kid.

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

TOMBSTONE: You messed up big time kid. Very sloppy.

Tombstone pushes past Miles and we reveal SCORPION behind him.

SCORPION: Mira todas estas arañitas.

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

PETER: Let me guess, you’re Scorpion? Well, we’re the, uh... Spider-gang. (Peni: "Really?" Peter B: "Oh shut up.")

AUNT MAY: Would you mind taking this outside?

NOIR: We don’t pick the ballroom we just dance.

Doc Ock sees the GOOBER on Peter’s person.

DOC OCK: Oh, I think I’ll be taking that.

Her tentacles reach out towards Peter and everyone leaps into action. It’s a TEN PERSON FIGHT in a TINY QUEENS LIVING ROOM.

Scorpion CORNERS MILES, who defends himself with couch cushions!

SCORPION: ¡Ríndete, niñito!  (Miles: "HEY!" Gwen: "Wait, what'd he say?")

MILES: ¡Prepárate para morir! A man stupid pillows!

The couch cushions are STUCK to his hands and Scorpion ATTACKS. SP//DR is there to save him as Miles gets unstuck from the cushions.

Doc Ock smashes Peter into the ceiling.

Aunt May swings her baseball bat at Tombstone and knocks him out the front door, onto the street.

AUNT MAY: I said take it outside!

"Woah. Remind me not to piss her off..." Tony mumbles.

"She reminds me of Ma..." Rhodey shudders.

The goober comes loose and Miles goes after it.

MILES: I got it!!

Miles chases after the key but is thrown against the wall. Gwen webs it away from Doc Ock but Scorpion knocks it out of her hand.

Noir catches it but glitches, dropping it. Miles continues to chase after the key as it is kicked around the room. He finally grabs it when his spider-sense goes off--

Suddenly, the Prowler crashes in through the window, landing in front of Miles. Peter webs the goober out of Miles’ hand.

PETER: I got this buddy. (to Prowler) Leave the kid alone!

Peter and Prowler fight and struggle for the goober.

MILES: No, no, no. No!

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

PETER: You gotta go, man.

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

"Ouch- you alright?" Gwen asks. Peter B. shrugs. "I've had worse."


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


SIRENS in the air. Jefferson races through the streets.

POLICE RADIO (O.S.): ...All vehicles in the area, we have a disturbance involving multiple spider... people?

"I feel bad for the police officers in your city, kid," Rhodey comments.

Miles scratches his cheek, a bit embarrassed. "Well, I try to make it up to them." Specifically Dad...

JEFFERSON (into radio): Yeah, on my way!


Miles gets up out of the rubble, the goober in his hand. THE PROWLER DIVES RIGHT AT HIM claws-first! Miles dives out of the way.

The Prowler instantly regroups and comes at Miles again, relentless. He swipes with his CLAWS, narrowly missing Miles.

PROWLER: Give me that thing!

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

PROWLER (CONT’D): Don't be stupid, kid. Hand it over, now--

--Prowler SWIPES DOWN, DESTROYING the table-- Miles races up the stairs, Aaron close behind. He grabs Miles' LEG but Miles kicks him away, continuing upstairs to the HOLE SP//dr blasted through the roof.


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

PROWLER: Nowhere left to run.

A standoff. Miles pulls off his mask...

PROWLER (CONT’D): ...Miles?

MILES: Uncle Aaron.

Aaron takes off his mask as well.

UNCLE AARON: Oh no no no no...

Miles’ eyes WELL UP.

Miles-in-reality, meanwhile, freezes. "Uh- can I... skip the rest of this scene? Thanks."

Without waiting for an answer, he scrambles out of his seat and into the hall.

Tony stares after him. "...the hell?"

Peter B, meanwhile, slams his palm into his face. "Right, that is coming up- leave him be, will you?"

MILES (barely a whisper): Please Uncle Aaron.

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

KINGPIN: --Prowler, what are you waiting for? Finish it.

A long beat...and then Aaron pulls down Miles’ mask, and backs away, his hands up. He smiles at Miles when--

--BANG! KINGPIN FIRES. Aaron’s eyes go wide as he falls back. Kingpin has shot him.

Surprised swearing from the locals' couch.

"Fucking- oh. No wonder the kid went outside..." Tony swears.

Kingpin AIMS AT MILES but Peter swings in and KNOCKS Kingpin down.

PETER (to Miles): Get out of here!

Miles scoops up Aaron and swings away. Jefferson arrives and sees two people swinging across the street .


Miles kneels over Aaron.

UNCLE AARON: ...Miles...

MILES: ...Uncle Aaron. This is my fault.

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

UNCLE AARON: No Miles. I’m sorry. I wanted you to look up to me. I let you down, man, I let you down. You’re the best of all of us, Miles. You’re on your way. Just... keep going... just keep going...

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

Looking around, Vision notes, a bit detached, that all the humans present seem to be trying their hardest not to cry.

Belatedly, he realizes he is crying as well.

How... strange. He wasn't aware he was capable of tears.

JEFFERSON (O.S.): Hands up! Put your arms up now!

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

JEFFERSON (CONT'D): Turn around.

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


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

JEFFERSON (CONT'D): Aaron? Aaron. No... No.

Jeff touches his brother's face and recoils.

ON MILES, CAMOUFLAGED, seeing the grief hit his father.

Jeff's face HARDENS. He turns on his shoulder radio.

JEFFERSON (INTO WALKIE) (CONT'D): All units. I want an APB on a new Spider-Man.

As Jefferson slumps, we PUSH IN ON MILES, visible to us the way a heat signature is behind a jet engine. But we can clearly see he's DEVASTATED.

Rhodey, who just wiped the tears from his face, feels dread creeping up his spine. Does... does Jefferson think Miles did it?

Oh, hell...


Miles is TEARING THROUGH HIS ROOM in an emotional, teenaged rage. He pushes all of his homework and books off his desk and his SKETCHBOOK falls open on the floor, the artwork he did with Aaron staring up at him.

Miles picks it up and THROWS IT out the window. The notebook FLIES back through the window like a boomerang, Miles catches it. Peter’s head pops into the window. He climbs into the room, followed by the other spiders. Peter walks up to Miles and puts a hand on his shoulder.

PETER: Hey, bud. You okay?

Miles peeks into the room- is it? Yup, he's in the clear.

He climbs back into his seat and is instantly pulled into a hug-pile. "Were you guys crying?"

"Can you honestly blame us? That was sad as hell, dude!" Peter jr. pipes up from where he's getting the same treatment- even if Vision looks supremely awkward while doing it.

"Who says I am?" Miles answers.

Miles takes a deep breath, holding back tears.

PETER (CONT’D): We’ve all been there. For me, it was my Uncle Ben.

SPIDER-MAN NOIR: For me, it was my Uncle Benjamin.

PENI: For me, it was my father.

GWEN: For me, it was my best friend.

SPIDER-HAM: Miles, the hardest thing about this job is you can’t always save everybody. (Tony: "But we damn well try, anyway.")

MILES: Look, it was my fault. You wouldn’t understand.

GWEN: Miles, we’re probably the only ones who do understand--


PETER: Oh no...

It SWINGS OPEN-- --Revealing Ganke, entering with his headphones on, playing music. Ganke crosses to his desk and we reveal the SPIDERTEAM PLASTERED TO THE WALL IN BACK OF HIM.

Miles is probably the one who snorted first-nevertheless, the entire room is laughing, now.

"Hehehe- I didn't realize how hilarious that looked." Miles grins, glad the somber mood has dissipated.

Oblivious, Ganke grabs his Spider-Ham comic and starts to read, foot on his desk. He takes his headphones off and spins in his chair, now FACING THE SPIDER-MEN, but with his comic blocking his view.

PETER (CONT’D) (whispered): That way! That way!

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

PETER (CONT’D): Other way! Other way!

--and the SPIDER-MAN CLUMP shifts back to where it was. (The chuckle/giggle-fest has not stopped.)

Ganke sits. Lifts up his comic and lowers the comic to see SPIDER-HAM. Spider-Ham grins.

MILES: Hey there!

SPIDER-HAM: Do animals talk in this dimension? Cause I don’t wanna freak him out-- (Miles: "Nope. They don't.")

--Ganke FAINTS to the ground, unconscious.

TIME CUT -- Miles puts Ganke into the bed. When MILES turns around, Gwen’s climbing through the window, only Peter remains in the room.

MILES: What’s going on?

GWEN: Bye Miles.

PETER: Miles, I came to say goodbye.

MILES: We can say goodbye at the collider.

PETER: You’re not getting it. You’re staying here.

MILES: I need to be there. So you can all go home.

Miles picks up the goober off his desk.

PETER: They are going home, Miles. I’m the only one staying.

A long beat.

MILES: You’re taking my place...? If you stay here you’ll die.

PETER: I’m doing what needs to be done. I just wanted you to hear it from me.

Rhodey throws his hands in the air. "Self-sacrificing idiots! All of you!"

Miles, meanwhile, swings over the back of the couch and throws a punch onto the back of Peter B's head, who clutches his head in reaction. "OW! Hey, what was that for?"

"Rhodes just said it," Miles blithely comments before climbing back into his seat.

MILES: What about MJ? (Tony: "Ouch. Low blow.")

PETER: (looks at the floor) Not everything works out, kid. I need the goober. (then) Please don’t make me take it from you.

Peter steps forward. Miles FURIOUS--

MILES: That’s not fair! You’ve gotta tell them I can do this!

PETER: It wasn’t their decision.

MILES: I gotta make Kingpin pay! You have to let me make him pay!

"Kid? Revenge is never a good motivation, believe me," Tony comments.

"How would you know?" Miles asks, genuinely confused.

Rhodey answers instead. "Well, when a terrorist got one of Tones' friends injured, he gave him his home address. On live television."

The spiders blink, then stare at the billionaire.

"Are- are you an idiot?" Gwen asks, speechless.

"No, I was a sleep-deprived genius with PTSD and extremely unhealthy coping methods."

PETER: Miles, you’re gonna get yourself killed.

MILES: But I’m ready, I promise--

Peter does a combo move, nearly knocking Miles to the ground if Peter wasn’t there to catch him. Miles HANG DOWN, held up by PETER.

PETER: Then venom-strike me right now or turn invisible on command so you can get past me.

Miles TRIES to do what he’s saying but it only makes Peter seem even more right.

Outside the window, the other spiders listen to their conversation. (Miles: "Wait, you were still there?" Peni and Gwen nod.)

PETER (O.S.) (CONT’D): Look, I know how much you want this, kid.

SPIDER-MAN NOIR: Poor little guy.

Back inside the dorm room, Peter puts Miles down.

PETER: But you don’t have it yet.

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

PETER (CONT’D): I’m sorry.

Peter can’t look at him.

MILES: When will I know I’m ready--

--Peter WEBS his mouth.

PETER: You won’t. It’s a leap of faith. That’s all it is Miles. A leap of faith. (Gwen: "Wait, wasn't that played before?" Peter B, a bit overwhelmed: "Yep.")

Peter jumps out of the window and swings away with the other spiders. Miles, tied securely to his desk chair, watches sadly from his window.


TIME PASSES. Miles stares ahead. --KNOCK KNOCK KNOCK. He is jolted out of his self-pity by the KNOCK at his door -- someone that can help him! Miles SCOOCHES towards the door excitedly, inch by inch on the chair.


JEFFERSON is in the hallway in full uniform.

JEFFERSON: Miles! Miles, it’s your Dad.

Jefferson sees a shadow moving under the door - it STOPS.


Miles, now a couple of feet from the door, FREEZES.

JEFFERSON (CONT’D): Please open the door.

"Yeah, uh, I would. If I had any chance of explaining the situation I'm in... or could move." Miles quips.

Meanwhile, the other spiders are paying close attention- they never really found out how Miles got to the collider in the end...

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

JEFFERSON (CONT’D): Miles, I can see your shadow moving around.

Miles STOPS again.

JEFFERSON (CONT’D): Yeah. Ok, I get it. I get it. Still ignoring me. Look, can we talk for a minute? Something happened...

Jefferson struggles with what to say.

JEFFERSON (CONT’D): Look sometimes, people drift apart, Miles. And I don’t want that to happen to us, ok? Look, I know I don’t always do what you need me to do or say what you need me to say, but I’m... I see this...this spark in you. It’s amazing, it’s why I push you. But it’s yours and whatever you choose to do with it, you’ll be great.

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

JEFFERSON (CONT’D): Look call me when you can, ok? I love you. (then) You don’t have to say it back though. (Miles, with a dumb smile on his face: "Love you, dad.")

Jefferson still waits for an “I love you” back. When he doesn’t get it, he taps the door farewell and walks down the hall. Miles CLOSES HIS EYES and we sit with him for a beat.

Miles’ hands visibly RELAX as his venom strike starts to crackle to life on his hands - using this memory is how he’s learning to control his powers. Miles uses a mini VENOM STRIKE to BREAK FREE from the chair restraints. He CAN’T BELIEVE IT.

"Okay, so that's how you got out. Now I just want to know where you got that dope suit," Gwen comments.

"You'll probably see... I kinda want to know what happened on you guys' end, too, though." Miles answers.

"I'm just curious!" Peter jr's bouncing in his seat- literally.

Tony grins. "You're having fun, huh?"

"Are you kidding? This is basically a superhero origin movie, those are awesome! Although I kinda like the ones from Marvel more."

"Marvel?" Peter B. asks, unfamiliar with the company.

"Yep! They are awesome. They've got this huge interconnected movie universe with the X-Men, which is kinda confusing, and they recently released a second Deadpool and something called Venom, both of which are super funny."

"Wait, wait, wait- Deadpool and Venom?!" Peter B. balks. "As in, the merc with a mouth Wade Wilson and the black goopy parasite that likes to eat people's heads, that Deadpool and Venom."

"Um, yeah- wait, are they real in your universe?!" Peter jr. gapes.

Vision clears his throat. "As fun as this potential existential crisis is, let's continue, maybe?"

GANKE BOLTS UP, dazed - but sees nothing --

REVEAL Miles has turned invisible and is exiting the building. He’s IN CONTROL.


LIGHTNING FLASHES. Close up on Miles' FACE. [Cue Music: "What's Up, Danger?"]


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

AUNT MAY: Took you long enough. (Peter: "Holy crap, what kind of hype track is that?" Miles: "I think... it's What's Up Danger. Damn, I love that song!")


Clouds gather. Total coincidence. PUSH IN on a gargoyle near the building's very tippy top. We don't see ANYONE. Until... Lightning REVEALS a CAMOUFLAGED MILES. With each strike, we FLASH to Miles’ journey to get to the top of the building.

FLASH! Miles exits the subway.

FLASH! Miles approaches the Spider-man suits in the Spidey hideout.


JEFFERSON (V.O.): I see this spark in you. It’s amazing. Whatever you choose to do with it you’ll be great.

RIO (V.O.): Our family doesn’t run from things.

UNCLE AARON (V.O.): You’re the best of all of us, Miles. You’re on your way. Just keep going.

MILES (V.O.): When do I know I’m Spider-Man?

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

PETER (V.O.): You won’t. That’s all it is, Miles... a leap of faith.

Miles on the side of the building, the wind buffeting... and LEAPS! The camera is UPSIDE DOWN. Miles isn't falling through frame. He's RISING.

"Wait, wait- freeze that for a moment- where's my sketchbook..." Miles grabs it from where it laid on the couch table. "Because that is a dope as hell shot."

Gwen, too, is committing every detail to memory- because if that isn't an awesome album cover, she doesn't know what is.


BACK LIVE, Miles is OUT OF CONTROL, flailing. Miles shoots a web upwards between his legs...The webbing STICKS to a building...

Miles SNAPS on web-shooters as Aunt May watches.

AUNT MAY: Made ‘em myself. They fit perfectly.

Miles BEGINS TO SWING. He moves with purpose through New York, slides between taxis, across windows--

He swings up on top of the Brooklyn Bridge and catches his breath. In the distance, we see Fisk Tower. He’s ready.


"Okay, but you need to send me that song because that was the most hype scene I've ever seen," Peter jr. pleads.

"No problema, man. You got Bluetooth?" Miles asks as he grabs his phone.

Peter Stark raises an eyebrow. "I have a Starkphone, what do you think?"

Chapter Text


The Spiders exit a bus. (Miles: "Wait... seriously?")

We see the WHOOSH of SPIDER-PEOPLE swinging up to the top of a crane like a SWAT TEAM, until looking down at the PENTHOUSE, staring into SKYLIGHTS.

PENI: Kingpin has a private elevator entrance from his penthouse to the collider below.

SPIDER-MAN NOIR: Didn’t count on having an audience.



ALL SPIDERS: You’ve got to be kidding me. 

The sentiment is very much echoed by the audience.

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

KINGPIN: Thank you, it’s nice to be with you this evening to celebrate SpiderMan. He and I were very close. He was always a favorite of my son. Kids love Spider-Man, right? Still do.

GWEN: What a pig.

SPIDER-HAM (offended): I’m right here.

SPIDER-MAN NOIR: Hold on, get a load of how the waiters are dressed. It’s in poor taste but--

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

SPIDER-MAN NOIR(CONT’D): It can't be that easy.

Tony stares a bit, then turns to the other-dimensional spiders in disbelief. "You're kidding."

Wordlessly, Peni gestures to the screen.


ON OUR SPIDER-TEAM, moving through the fundraiser. Noir carries a serving tray, while Peter and Gwen push a LARGE CART which is made from a CONTORTED, CRAWLING SP//dr.

SPIDER-MAN NOIR: It’s that easy. (Tony facepalms. He's not the only one.)

KINGPIN: And I just want to thank Mary Jane Parker for being here this evening. Our prayers are with you, Mrs. Parker.

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

PETER (gasps): --MJ?

GWEN: Pay attention! It’s not the same MJ, Peter.

A beat.

Peter B's turn to sink lower into the couch cushions.

(Tony smelled blackmail~)

PETER: I’m sorry, I’ll be right back--

GWEN: No! Peter! Come here! Trust me, I’ve been there. You gotta move on buddy.

PETER: This will just take one sec. Let me just-- Oh!

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

MJ: Hello.

PETER: Oh wow.

MJ: Um, I just wondered if we could have some more bread at table twelve.

PETER: Yeah! I’m just, I’m really sorry...

ON GWEN, horrified.

MJ: Oh, don’t be sorry. It’s just bread.

PETER: No, I wasn’t there for you when you needed me. (Peter B: "Oh my god, past me, shut upppp...")

MJ: Mmmhmm...

PETER: And I didn’t even try.

MJ: That’s fine. I should really get going--

PETER: I know I could do better if I just had another chance to give you... (realizing) ...the bread that you deserve.

"And here I thought the benefit at Disney Hall in 2008 was awkward," Tony muttered.

Rhodey shoots him a quizzical look. "The one where you showed up late?"

"...amongst other things." Tony coughs, a bit awkwardly.

MJ: Are you ok?--

GWEN: Ma’am we’ll take care of that bread right now.

MJ: It’s been nice, uh, talking to you.

PETER: For you, they should fill this place up with fresh bread.

Gwen ushers Peter towards the kitchen.

GWEN: You alright, man?

PETER: Yeah. Totally.

GWEN: OK good cause we are not getting any bread.

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

KINGPIN: I’m just sorry my family can’t see what we’re doing tonight.


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

COMPUTER VOICE: Initializing primary ignition sequence.

"Shit." The entire audience, safe for Vision, tones.


Wilson Fisk walks with purpose down a hallway. He walks past two guards and disappears into his office.

As he passes, the guards are WEBBED. Reveal the spiders on the ceiling. Spider-Man Noir WEBS their eyes.

SPIDER-MAN NOIR (creepy whisper): Sleeeeeeep.

Trying to break the increasingly tense atmosphere, Rhodey asks "What the heck is wrong with that guy?"

"He's from the 40s." is Peni's answer.

Rhodey and Tony take a moment to think on Rogers and Barnes.

"Yeah, makes sense." Tony nods.


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


Kingpin enters with Tombstone and sees a waiting Doc Ock.

KINGPIN: Start the sequence.

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

SCIENTIST 1: Uploading Vanessa Fisk and Richard Fisk DNA sequence.

"So... this entire thing is happening because that Fisk guy is willing to break reality to get an alternate version of his family?" Peter Stark asks.

"Pretty much," Miles answers.

SCIENTIST 2: Beginning scan for dimensional matches.

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

COMPUTER VOICE: Secondary ignition in 5... 4... 3... 2... 1.

The COLLIDER FIRES just as--


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


DIMENSIONAL QUAKING occurs, worse than before, people PANICKING -- the BROOKLYN BRIDGE flickers, pedestrians SCREAM. Jefferson HELPS a CIVILIAN and sees FISK TOWER flicker in the distance.


They crest the hill and stare at the beam and the beginnings of DIMENSIONAL COLLAPSE.

ON GWEN AND PETER. Peter is nervous. So is Gwen.

GWEN Peter, you don’t have to stay behind. I can do it.

PETER It’s okay. I’ve made up my mind.

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

PETER (CONT’D) I’ll put the goober in and take over the beam. After you’re gone, I’ll blow it up.

He starts to crawl towards the panel.

PETER (CONT’D) Good luck guys.

Peter REACHES the panel. Peter is about to put the override key into the panel-- When the Spider’s get SPIDER SENSE--

GWEN They know we're here.

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

DOC OCK Nice to see you again, Peter. (Peter B: "Can't say the same.")

Doc Ock slams Peter onto the ceiling of the collider room. The spiders rush to help Peter but are ATTACKED by Kingpin’s thugs.


They BATTLE, the spiders fending off bad guys while glitching! As the CAMERA ROVERS, the Spiders INTERACT.

Noir glitches and is caught under fire. PENI comes to save him.

PENI: I got you covered! (Peni: "Best uncle ever, by the way.")

--Gwen comes FLYING IN, sliding down a GANTRY CRANE-- She sees Scorpion coming towards her.

GWEN: Ugh, these guys are the pits.

Peni and SP//dr jump in to fight Scorpion.

On the ceiling, Peter struggles against Ock. He tries to reinsert the goober but he puts it in the wrong way.

PETER: Why is this always difficult? (Vision: "This is a parallel to an earlier scene, correct?")

Doc Ock drags him away from the panel.

DOC OCK: Where are you going, Peter?

As she pulls Peter in...

DOC OCK (CONT’D): Any last words?

PETER: Can I get a minute to think about it? Do you have a pen?

DOC OCK: Goodbye Peter Parker.

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

DOC OCK (CONT’D): Who did that?

She looks around. REVEAL Miles turning visible as he FLIES TOWARDS DOC OCK.

"That is a sweet entrance, kid." Tony compliments the youngest spider.

Miles ducks his head. "Thanks..."

PETER: Miles?

DOC OCK Spider-Man?

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

PETER: Wow Miles! You’re doing it on command!

MILES: About time right?

MULTIPANEL -- The Spiders react to seeing Miles again.

SPIDER-HAM: Hey, look who’s here!

PENI: Miles!

GWEN: You figured it out.

PETER: I love you! I am so proud of you! Do I want kids?

"Yes, yes, and I'll probably adopt you lot because holy shit I am a very overprotective superhero with way too many enemies to risk having an actual child." Peter B. lists off in quick succession.

Gwen and Miles glance at each other before answering in unison: "Good luck with that custody battle."

Peni shrugs. "I mean I don't really mind."

Doc Ock breaks free of her restraints and CHARGES them.

PETER (CONT’D): Oh yeah. I forgot about her.

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

PETER (CONT’D): Well that doesn’t look promising.

MILES: No, it doesn’t. (Peni: "No shit, Sherlock!")


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

SCIENTIST 1: I’ve got genetic matches! Hold on... It’s too risky!

KINGPIN: Shut up and turn it up!


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

PETER: On your left! On your right! I got 5 o’clock, 3 o’clock, 2 o’clock! Every direction!

MILES: On your right! On your right!

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

JEFFERSON: Get to a shelter! I’ll be right there!

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

RIO: Vamo senor. I’ve tried the school, but I can’t get through!


The VISIONS bridge “quakes”, cars split into multiple versions of themselves, people run, screaming.


CLUSTER BUILDINGS burst through the portal. The spiders continue to BATTLE as things get CRAZY.


MILES: Guys are you seeing this?!

Peter, Miles, and Gwen meet up on top of one of the collider guns. They look out over the chaos that is happening in the room.

GWEN: Looks like our dimensions are coming to us.

PETER: It does look cool though, right?

Miles is already furiously sketching.

Peter jr. nods. "Yeah, yeah it does."

GWEN: We gotta get back up there. Shouldn’t be too hard--

Their Spider-senses go off - they turn around just as Ock THROWS a BUS at them!

NOIR and TOMBSTONE have a hand-to-hand fight.

SPIDER-MAN NOIR: Is that all you got? You gonna fight or you just bumping gums you hard-boiled turtle slapper? (Literally everyone: "...what?")

Noir PULLS A car on top of Tombstone. IT EXPLODES (COMIC BOOK BURST CARD)

Scorpion has SP//dr pinned down. Peni struggles to break free but Scorpion starts to destroy SP//dr, pulling off and destroying the robot’s limbs. (Peni wilts. A huggle pile is quickly established.)

As Scorpion goes to attack Peni again, an ANVIL SLAMS onto Scorpion’s head. Reveal that Ham has dropped it on him.

SCORPION: Puerco? What are you, some kind of silly cartoon?

SPIDER-HAM: You got a problem with cartoons?

Scorpion and Ham fight hand-to-hand combat. HAM IS FREAKIN’ INSANE AT FIGHTING. Ham knocks Scorpion down and before he can get up, Noir grabs his tail and swings him around. As he lets go and Scorpion flies towards Peni, she grabs one of SP//dr’s detached arms and smashes Scorpion with it. He’s out.

SPIDER-HAM (CONT’D): Ohhh did THAT feel like a cartoon?

Ham BLOWS A RASPBERRY at the knocked-out Scorpion as they walk OUT OF FRAME.

"You guys work pretty well together," Rhodey comments.

"There's a reason we call 'em the trio!" Gwen pipes up.

ON MILES, PETER, GWEN AND OCK Gwen and Miles fight Doc Ock, tag-teaming. Gwen is IMPRESSED by Miles. Suddenly one of Ock’s tentacles hits Gwen hard and she falls back towards the beam.

MILES: Gwen!!

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

GWEN: I like your suit.

MILES: Thanks. I made it myself.

--Miles SHOOTS a web strand back at Peter. Peter GRABS the web strand and PULLS IT, giving GWEN SUPERSPEED.

PETER: That was adorable, team! Now hold on tight!

Gwen FLIES in-- They all hit her 1-2-3. Ock FLIES BACK from the impact and smashes onto a building. Furious, she races back towards them.

GWEN: Buckle up guys, this is going to take a while.

Doc Ock is HIT by a rogue 18 wheeler.

Again, without it being entirely clear who prompted it, the audience dissolves into laughter.

"Oh, I almost forgot about the genius timing of that," Peter B. grins.

GWEN (CONT’D): Alright, never mind. Let’s end this thing.

Miles TAKES CONTROL. He’s the quarterback now.

MILES: Guys, I got it.

PETER: I'll go. I'm the one with the goo--

Miles holds up the goober.

PETER (CONT’D): Oh you gotta be kidding me.

MILES: Don’t watch the mouth. Watch the hands.

Peter B. cuffs Miles over the head. "You cheeky little shit."

Miles grins at him, completely unapologetic.

With a huff, Peter B. smiles back.

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

PETER: Miles!

GWEN: Be careful!

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

MILES: That was crazy.

Back on Peter and Gwen.

PETER: Ah we taught him that right?

GWEN: I didn’t teach him that. And you definitely didn’t.

Peter and Gwen swing off to join Miles.

ON PENI, NOIR and HAM As SP//dr SPARKS and DIES, Peni takes out her SPIDER. She turns to look at the destroyed robot, tears in her eyes. Noir steps up, puts his hand on her shoulder.

NOIR: You okay? (tenderly) C’mon...

She jumps on Noir’s back and with Ham, they swing away to join Miles at the panel.

"You alright?" Tony mirrors Noir's question- he knows better than most how Peni's feeling, considering what happened with...

Well, he can relate, anyway.

Peni, a bit choked up, just nods. "Yeah- I built a reinforced version of the mech already. Just... can't really get the display right."

Tony winces- yeah, that hits a bit closer to home than he's entirely comfortable.


MILES: Guys! I got control of the beam! Get up here!

COMPUTER VOICE: Alert! Quantum polarity has been reversed.


Kingpin looks up and sees Miles at the panel as the other spiders join him. Kingpin, ENRAGED, SLAMS DOWN on the control panels in front of him, SMASHING THE WINDOWS of the Observation Room.




GWEN: Guess this is it.

PENI: Well, nice to know we’re not alone. Right?

GWEN: Yeah.

They all look around at each other. They want to go home...but part of them wants to stay. Miles punches a code into the keypad and twists the goober.

MILES: I got the portal open. You first Peni.

She smiles.

PENI: Thank you, Miles. From both of us.

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

SPIDER-MAN NOIR: I, uh, love you all. (holds up a Rubik’s cube) I’m taking this cube thing with me. I don’t understand it, but, I will.

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

SPIDER-HAM: I want you to have this. It’ll fit in your pocket.

Miles withdraws said mallet from his pocket. "And it does."

Miles takes it.

SPIDER-HAM (CONT’D): That’s all folks.


PETER: Is he allowed to say that? Legally?

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

MILES: Do I get to like the hairdo now?

Gwen laughs.

GWEN: You know I’m older than you. Fifteen months, but it’s pretty significant if you ask me.

MILES: Well, Einstein said time was relative, right?

GWEN (laughs): Nice.

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

MILES: Friends?

A long beat.

Gwen grabs his hand and holds it.

GWEN: Friends.

MILES: Cool.

GWEN: See you around Spider-Man. (Peter jr: "I really ship it.")

She elegantly leaps into the beam.

Miles turns to Peter.

MILES: Your turn.

PETER (hesitant): Yeah yeah right...

Peter looks down and hesitates. HE’S SCARED TO GO--

They’re both hit with a surge of SPIDER-SENSE. Miles and Peter look down to see Kingpin has left the observation room and is now leap-frogging his way across buildings towards them.

KINGPIN: You’re not going ANYWHERE!

Peter assesses the situation.

PETER: I’ll hold him off, you shut this down!

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

MILES: Peter, that wasn’t the deal!

PETER: Push the green button! Do not wait for me!


MILES, on the other end of the WEB!

PETER (CONT’D): What are you doing?

MILES: Peter, you gotta go home!

PETER: This guy could kill you! I can’t let Spider-Man die.

MILES (defiant): Neither can I.


MILES: Yeah, it is ok.

Tony looks around.

Well, at least I'm not the only one feeling awkward watching this.

Miles DROP KICKS Peter and holds him suspended over the portal. It looks exactly like when Peter challenged Miles in his dorm room before tying him up.

MILES (CONT’D) (with empathy): You gotta go home, man.

PETER (suddenly sad and scared): How do I know I’m not gonna mess it up again?

MILES: You won’t.

PETER (realizing): Right. It’s a leap of faith.

Peter takes his hand off Miles' hand, readying himself. Miles DROPS Peter into the portal. Peter smiles as he disappears into the portal.

PETER (CONT’D): Not bad, kid.

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

MILES: Kingpin!

Kingpin SMASHES the building, causing a ripple of glass to fly towards Miles. Miles backflips out of the way. Kingpin pulls out a gun and Miles WEBS it away.

MILES (CONT’D): Nope! Sorry. That’s cheating!

He starts to advance when a subway train suddenly speeds by, heading towards the panel. Miles shoots a web at the train and hitches a ride.

MILES (CONT’D): Adios!

"Okay, are you consciously recycling moves or...?" Gwen asks.

Miles shrugs, a bit helplessly. "Didn't even notice, honestly.


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

MILES: I gotta get to that button.

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


IT CONTINUES TO TOGGLE BETWEEN OTHER DIMENSIONS, IT FEELS LIKE A SUBWAY CAR MAZE. Miles flickers in and out invisibility as he evades Kingpin’s punches. But Kingpin predicts Miles’ next spot and lands a hit. Miles tries to venom strike but it fizzles out.

MILES: Oh no...

KINGPIN: Not so easy doing it on your own is it?

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

Peter B's breath catches in his throat. "Were you-?"

"Yeah, man, no worries. Wasn't even anything broken." Miles reassures his... second dad? Secondary dad.

KINGPIN (CONT’D): I can’t wait to kill one more Spider-Man.

An ENRAGED KINGPIN is about to deliver the death blow to Miles, just like he did to RIPETER when--


VANESSA: What are you doing? Where am I?

KINGPIN: What...

VANESSA 2: Wilson...

MILES (sadly): Is this what you want man?

VANESSA 3: What are you doing? You stay away from us.

KINGPIN (CONT’D): Vanessa? Vanessa! Richard!

RICHARD: What’re we doing here?

VANESSA 4: I don’t know Richard...

KINGPIN: Vanessa it’s me. You know me!

VANESSA 5: ...we’re leaving now.

Vanessa and Richard are frightened. They don’t recognize Kingpin. They see him about to kill Spider-Man and they run through the door behind them.

KINGPIN: Don’t go! Stay with me! Please!

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

"Ouch... you almost feel bad for him. Not really, but kind of..." Tony mumbles.


Miles climbs out of one of the windows and onto the side of the speeding train. He looks around and locates the panel. He is about to web away when Kingpin BURSTS through the side of the train and lands in front of Miles. He’s LOST EVERYTHING, but he’s not losing the fight.

KINGPIN: You’re not stopping this. Not today.

MILES: I am stopping this! Right now!


Jefferson walks in and examines the control room. It’s trashed as a result of the interdimensional event going on. He looks out the front of the room and witnesses the chaos taking place in the collider room.

The train car whizzes by with Kingpin and Miles fighting on top of it, in clear view of Jefferson.

JEFFERSON (into his walkie): I need back up!

He only hears static.


Kingpin and Miles fight, Kingpin with renewed fury. Kingpin throws Miles off the train and they continue fighting as they fall, drowning in Sienkowicz/Kirby Psychedelia.

Kingpin and Miles CRASH into the Brooklyn Bridge. A dazed Miles shakes off the collision on the bridge, his mask off. He staggers to his feet. Kingpin is already standing, unsteady but still dangerous. Kingpin and Miles square off, two exhausted boxers. Kingpin suddenly reaches out. He brutally shoves Miles to the ground.

Miles rolls away and tries to get up. He’s hurt. He looks up and sees Kingpin coming after him again. Kingpin grabs Miles by the head and slings him against a pile of debris.

"Are you sure nothing was broken?!" Peter B. yells.

"Considering I was walking around just fine, yeah."

Miles smashes into the ground, tries to get up and slips.

KINGPIN: The real Spider-Man couldn’t even beat me. You’re nothing!

Kingpin is out of breath but he is enjoying beating the hell out of Miles. Miles keeps GETTING UP and Kingpin keeps KNOCKING HIM DOWN. (Peni: "Spiderman always gets back up. Nice.")

Miles keeps getting back up, he’s exhausted.

KINGPIN (CONT’D): You took my family, and now I’m gonna make sure you never see yours again.

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

JEFFERSON: Get up, Spider-Man!

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

The teen sitting in the audience blinks, surprised. "...wait, that wasn't a hallucination? Huh."

Predictably, this causes Peter B. to worry again. Hallucination? He usually only got those when he had a concussion...

JEFFERSON (CONT’D): Get up! C’mon... C’mon.

MILES (struggling): C’mon... c’mon... come on...

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

MILES (CONT’D): I’ll always have my family. You ever hear of the shoulder touch?


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

MILES: “Hey.”

--As he touches Kingpin on the shoulder he delivers a GIGANTIC VENOM STRIKE-- KKAAAAAAA-ZAPPPPPPPPPPPPPPP!!

"That was awesome!" Peter jr. cheers.

Soon, the others join in on complimenting Miles' performance, to the teen's growing embarrassment.

Kingpin flies back from the force of the Venom Blast. Miles webs him and swings Kingpin into the panel--

MILES (CONT’D): Hey Kingpin! Push the green button for me!

-- Kingpin FLIES INTO THE PANEL, a DIRECT HIT, making the Venom Blast extend to the entire collider room-- The beam starts to suck everything back in.

Miles webs himself to the ceiling and holds on as the chaos reaches a fever pitch. The beam retreats back into the collider guns, causing a MASSIVE IMPLOSION.

In the control room, Jefferson is blown back by the force of the implosion.

THE COLLIDER SHUTS OFF. The shaking stops. Miles hangs from the ceiling. He did it.

Some coughing catches his attention. From the debris of the observation room, he sees Jefferson stand up, coughing and shaking dust off.

Jefferson looks up and sees a spider web dangling but now MILES IS GONE.


Jefferson leads a handcuffed Tombstone into a cop car. As the car drives off, his phone rings. He looks at it. It's MILES. He answers.

JEFFERSON: --Miles? Miles? Miles?! Are you ok?

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

MILES: Yeah, I’m ok. (beat) You’re probably busy so--

He’s definitely busy but doesn’t care.

JEFFERSON: No no no no, I can talk! I can talk. Look, so I came by earlier because, uh... your uncle...

MILES: I know Dad. I’m so sorry.

A wave of emotion hits Miles.


MILES: Do you know who did it?

JEFFERSON: I thought I did. But I was wrong. (Rhodey breaths a sigh of relief- one problem avoided, at least.)

A beat.

(CONT'D) Look, Miles, what I said at the door, it wasn’t just talk. Look you know, I was thinking maybe we could find a nice wall privately owned--

MILES (getting emotional, holding it back): Ok, dad. Alright.

JEFFERSON: --like at the police station and you could...“throw” up some of your art? Man, I’m bad at this. Ok, Miles-- Miles? You there? (the line’s gone dead) C’mon man, C-Mobile--

Miles APPEARS right next to Jefferson with a POP--


SPIDER-MAN, aka MILES, right behind him.

JEFFERSON (startled): Spider-Man. Listen, down there, that was, I mean I owe you--

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

MILES AS SPIDER-MAN: I look forward to working with you.

JEFFERSON: Yeah, me too, I guess. (then) I don’t approve of your methods but, we’re just gonna have to agree to disagree.

MILES AS SPIDER-MAN: Thank you for your bravery tonight. (then, quickly) I love you.

Spiderman walks away.

JEFFERSON: Wait, what?

"That was extraordinarily awkward." Vision states.

"Yea, I know..." Miles smiles abashedly.

Miles walks off, shoots a web, swings away.

MILES AS SPIDER-MAN: And look behind you!

Jefferson turns and sees that Kingpin has been strung up by webs between two buildings and there’s a note that reads “From your friendly neighborhood Spider-Man.”

Miles walks down the street, high-fiving people. Everyone is SO EXCITED TO SEE HIM.

MILES: Alright. Cool, yeah!

BYSTANDER #1: Yeah, thanks Spider-Man!

MILES: Yeah I’m Spider-man! A su servicio!

BYSTANDER #2: Yeah, you the spider!

MILES: What’s up little man? Oh yeah, yeah I’m the new Spider-Man! Check it out-- (jumps onto wall, immediately falls off) Whoa! That was part of the move. (Gwen shoots Miles a Look. He chuckles.)


ON MILES, swinging through the city.

MILES (V.O.): OK, let's do this one last time, yeah? For real this time. This is it.

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

MILES (V.O.): My name is Miles Morales. I was bitten by a radioactive spider. And for like two days, I’ve been the one and only Spider-Man. I think you know the rest. I finished my essay. I saved a bunch of people.

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

"Ouch- those hurt." Peter B. winces.

All the spiders present nod in agreement.

MILES (V.O.): Got hit by a drone. Did this with my dad.

Miles paints a tribute to Uncle Aaron with Jefferson.

MILES (V.O.): Met my roommate finally.

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

MILES (V.O.): Slapped a sticker where my Dad’s never going to find it.

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

MILES (V.O.): And when I feel alone like no one understands what I’m going through, I remember my friends who get it.

Gwen looks at a picture of her and Miles. Peter, holding flowers, webs the doorbell to MJ’s apartment .

"Alright, man, you actually went to talk to her! How'd it go?" Miles grins.

Peter B. ruffles his hair, extremely embarrassed. "Well, I got her to agree to go on a date with me again, so that's progress..."


Miles swings, flips and runs through the city. He webs a train as leverage to CATAPULT himself through the air. He looks GREAT. It’s BEAUTIFUL, and SO SPECIFIC TO MILES.

MILES (V.O.): I never thought I’d be able to do any of this stuff. But I can. Anyone can wear the mask. You can wear the mask. If you didn’t know that before, I hope you do now.


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

MILES (V.O.): Cuz I’m Spider-Man. And I’m not the only one. Not by a long shot.

He closes his eyes. Starts singing along to “Sunflower.” But his eyes snap open as a bright light suddenly shines down on him. A portal begins to open up above him.

FAMILIAR FEMALE VOICE: Miles! Miles! Miles! You got a minute?



"Well then... that was a thing." Rhodey summarises the bizarre last few hours.

Which is, of course, when a second DVD case lands on the couch table with a note attached.


Thought the Other-Dimensionals might be interested~

Figured I might as well do this chronologically.

Have fun!

- Madeleine



"...fuck." Tony curses.

Chapter Text

After more than a little convincing (and puppy eyes), Tony finally relented and agreed to watch his own movie.

Honestly, he wouldn't be as hesitant to do this if he didn't have a very good idea just what it would show...

The scene opens on several humvees driving through the desert, ACDC's "Back In Black" playing loudly.

Kunar Province, Afghanistan

"Shit," Rhodey cursed- of course it'd be this.

Tony just groaned in resignation. "I knew it."

The rest of the audience traded uneasy glances- they'd noticed Tony tense up.

Just what was this movie going to show?

CUT TO inside one of the humvees- the camera goes over several TENSE LOOKING SOLDIERS, a CD PLAYER, before...

A GLASS OF SCOTCH, the liquid inside vibrating.

Finally, the camera reveals TONY STARK holding it.

"Oh, hey, it's you, dad! ...well, it's your movie..." Peter trailed off awkwardly.

The billionaire meets one of the soldiers' eyes, but he QUICKLY LOOKS AWAY.

TONY: I feel like you're driving me to a court marshall. This is crazy, what did I do?

The soldiers IGNORE HIM.

Miles whistles. "Man, and I thought the scene in the car with my dad was awkward."

"Thank you, I'm glad I'm not the only one! I hate it when people go all quiet on me..." the mechanic complained.

Gwen, meanwhile, frowns. Kind of rude...

TONY: I feel like you're going to pull over and snuff me. What, you're not allowed to talk?

(to the soldier) Hey, Forrest!

"Ok, seriously, that's just rude," Gwen commented.

To her surprise, Tony winced. "Yeah, I uh... wasn't all that great before... that incident you're saying. Sorry in advance."

Rhodey just sighed. "Not all that great's an understatement, really."

Vision also piped up. "I may not remember much of Jarvis' memories, but what I have left me rather unimpressed."

"Rub it in, why don't you..."

JIMMY: We can talk, sir.

TONY: I see, so it's personal?

DRIVER: No, you intimidate them.

TONY: Good god, you're a woman. 

Gwen narrows her eyes at the ex-playboy, now seriously unimpressed.

He shrugs apologetically. "Yeah, not my best moment."

(CONT'D) I honestly, I couldn't have called that. But, I mean, isn't that what we're going for here? I thought of you as a soldier, first. (Rhodey: "Smooth, Tones.")

JIMMY, the soldier Tony called Forrest, chuckles quietly. (Tony: "Success! A laugh!")

DRIVER: I'm an airman.

TONY: Well, you actually have... excellent bone structure there, I'm kind of having a hard time not looking at you now. Is that weird?

The soldiers LAUGH.

TONY: Come on, it's okay, laugh! Hey!

UNNAMED SOLDIER: I- sir, I have a question.

TONY: Yes, please.

UNNAMED SOLDIER: Is it true that you went 12 for 12 with last year's Maxim cover models?

TONY: Yes and no. March and I had a scheduling conflict, but fortunately, the Christmas cover was twins.

Peni blew a raspberry. "Ew, that's gross. Didn't need to know that."

"Ah, yes, you used to have a reputation as a playboy... I had forgotten," Vision comments.

"Oh yeah, you only happened after he got together with Mum," Peter jr. realizes.

"He... huh?" Miles asks.

"I am a synthezoid, Mr. Morales. Objectively, I am only about... three years old, I believe?" Vision explains.

Miles pulls a face at the address. "Just... Miles is fine. I'm only 14, dude."

The DRIVER smiles.

TONY: Anything else?

JIMMY hesitantly raises his hand.

TONY: You're kidding me with the hand up, right?

JIMMY: Is it cool if I take a picture with you?

TONY: Yes, it's very cool.

RELIEVED, Jimmy gives the third soldier his camera before POSING WITH TONY.

TONY: I don't wanna see this on your MySpace page.

Peter B, who's been quiet until now, guffaws. "MySpace? When was this?"

"2008," Rhodey quietly answers.

A bit confused, Peter B. follows his gaze to Tony- who's getting incredibly tense as the scene continues.

He has a bad feeling about this.

(CONT'D) Please, no gang signs.

JIMMY lowers the PEACE SIGN he was displaying.

TONY: No, throw it up, I'm kidding. (somewhat tense) Yeah, peace, I love peace. I'd be out of a job with peace.

"What do you mean by that?" Miles, whose universe doesn't have Stark Industries, asks.

"Stark Industries was the military's main weapons contractor before Iron Man appeared," Rhodey explains. "Tony shut down weapons manufacturing after Afghanistan."

The interdimensional spiders look at each other- even the ones who have an Iron Man don't exactly know much about him.

Peter Stark, meanwhile, winces. He remembers watching the two legendary press conferences when he was younger- and the first time his dad had a nightmare the same night he had one, they had... quite the heart to heart afterward. Not to say that either of them knew everything about the other, not by far- but he knew that Tony went through something traumatizing in Afghanistan, just as his dad knows just how he got his powers.

The soldier in the front FIDDLES WITH THE CAMERA.

JIMMY: Just click it, don't change the settings-

BOOM!  The CONVOY IN FRONT OF THEM suddenly goes up in flames.

A round of surprised swearing from the audience.

Not that Tony notices. He's a bit busy trying to get his breathing under control.

Rhodey notices and puts a hand on his best friend's shoulder, who flinches. "Tones, you good?"

The older Stark shakily exhales. "Yeah, I'm- I'll be fine."

Rhodey frowns, unconvinced. He taps Peter's shoulder in their code for "cuddle time". Peter immediately follows, drawing Vision in as well.

The Spider-gang sans two watches this with nigh identical frowns on their faces.

"This is gonna be bad for him, huh?" Peni mutters.

"Considering how the previous one was for me... probably, yeah," Miles nods, just as quietly.

The soldiers STARTLE. Screams in the background.

TONY: What's going on?!

The DRIVER leaves the vehicle with a gun, but is IMMEDIATELY SHOT DOWN. (Tony flinches.)

UNNAMED SOLDIER: Jimmy, stay with Stark!


JIMMY: Stay down!

He PUSHES TONY to the BOTTOM of the vehicle. STARK just sits there, DAZED AND CONFUSED.


JIMMY: Son of a bitch!

TONY: Wait, wait, wait, give me a gun!

As soon as he's OUTSIDE, a HAIL OF BULLETS pierces the HUMVEE'S OUTSIDE.

We can HEAR THE RINGING filling TONY'S EARS, who's left blinking rapidly, CLEARLY IN SHOCK.


"Why the hell did you do that?!" Rhodey shouts.

"They had armor-piercing rounds! Stark-grade! Literally nowhere was safe!" Tony argues.

Rhodey huffs, unhappy. It's unfortunately true.

He settles for hugging Tony tighter. Not that the other man is complaining.

The interdimensional spiders are staring at the screen, mouths wide open.

"Holy shit... how is he still alive?" Gwen mutters.

Tony is RUNNING FOR COVER behind a boulder. He PULLS OUT A STARKPHONE, frantically dialing.

Before anyone can answer, SOMETHING LANDS NEXT TO HIM. He rears around to face-




The RINGING grows in volume.


Under it, a BULLET-PROOF VEST, MORE BLOOD seeping through what appears to be MULTIPLE WOUNDS.

Tony's head ROLLS BACK as he passes out.


Gwen blinks, then turns to Tony, who's fighting hard to get his breathing under control. "Seriously, how are you still alive?"

"It was touch-and-go for a while... a lot..." The genius forces out.

Worried, Rhodey tightens his grip.

"Do you need a break, Sir?" Vision asks, barely aware of the flinch the familiar address elicits.

Tony shakes his head. "No, no, I'm good- this was nine years ago, damn it... I should be over this already," he quietly curses.

"Hey, dad, it's alright if you're not okay," Peter frowns.

"I said it's fine, didn't I? Just... let's get this over with?" Tony asks.

Chapter Text

FADE INTO a close-up of some sort of WOVEN FABRIC, Asian voices in the background.

SWITCH VIEWPOINT to a BURLAP SACK being ripped off Tony's head, revealing, clearly, groggy.

TONY'S POV: His vision wanders from SEVERAL GUNS to a CAMERA.

REVEAL- the camera's definitely recording.

Tony GLARES, defiant.


"Um, dude, you alright?" Miles hesitantly asked, seeing the way Tony hunched in on himself.

Rhodey shot him a flat look before continuing to rub circles on Tony's back.

The teen winced. "...sorry."

Tony, took a deep breath and looked back at the screen. "...roll it, Fri."


A brief view of a CASINO, before...

Tony, immediately, buried his face in his hands. "Great... now you get to see my asshole past self."

Peter B. glanced at the billionaire and braced himself.

THE PRESENTATION on Tony, before we cut to the ROOM IT'S PLAYED IN- clearly, some kind of award.


"Yikes, the spotlight's been on you since you were born, huh?" Gwen grimaces.

"And it went to my head... as many can attest to," Tony grumbled.

Rhodey nodded sagely. "Yeah, you were kind of a dick."

"Thanks, platypus," Tony raised a sardonic eyebrow.

Polite applause, before...

RHODES: As liaison to Stark Industries, I've had the unique privilege of serving with a real patriot. He is my great friend and mentor. Ladies and Gentlemen, it is my honor to present this year's apogee award to Tony Stark!

"Holy crap, the Apogee Award? I didn't know you won that one, dad!" Peter beamed.

On the other couch, the interdimensional spiders exchanged confused glances. The... what award?

Tony, meanwhile, grimaced. "I'm seriously sorry about that, by the way."

"Nah, Tones, don't sweat it. I was kinda used to it, and besides, you're not doing it anymore."



PAN OUT over the guests to a singular table with an EMPTY CHAIR, OBADIAH STANE shrugging apologetically before STANDING UP.

In nigh unison, the entire couch of locals growled at the screen- though Vision looked surprised afterward.

The visitors exchanged glances. "Bad guy?" Peni piped up.

"Asshole literally ripped my heart out," Tony glared at the bald man on-screen.

Rhodey looked alarmed. "Wait, what-" He didn't tell about that part!

"Oh don't worry, I'm sure it'll show."

He WALKS UP TO THE PODIUM, taking the award from Rhodes.

OBADIAH: Thank you, Colonel, thank you. This is beautiful, really. Thank you all very much, this is wonderful. (to the audience) Well, I'm not Tony Stark.

A SMALL BOUT OF LAUGHTER from the audience, clearly not at all enthusiastic.

OBADIAH: But, well, if I was Tony, I would tell you how honored I am to receive such a prestigious award. You know, the best thing about Tony is also the worst thing- he's always working.

CUT TO a CROPS TABLE, Tony throwing a PAIR OF DICE, surrounded by a CLEARLY DRUNK MOB.

TONY: Yeah! Work it!

This earned several unimpressed faces in Tony's general direction.

The genius shrugged with a grimace. "Yeah, I kinda sucked."


TONY: We should just stay 'til morning.

BEHIND HIM, COLONEL RHODES appears, clearly in disbelief.

RHODES: I can't believe you.

TONY: Oh no, did they rope you into this?

RHODES: Nobody roped me into anything. They did say if I presented you with an award, you'd be deeply honored.

TONY: Of course I'd be honored-  And it's you, that's great! So when do we do it?

RHODES: It's right here.


TONY, distracted: There we go, that was easy. (apologetic)  ...I'm so sorry.

RHODES: Yeah, it's okay.

Tony looks at the award before handing it off to a BEWILDERED PARTY GUEST.

TONY: Would'ya look at that, don't have any of those lying around... Let 'er ride!

"You really didn't care at all, huh," Peter B. remarked.

"I had a bunch of trophies at home already, and besides, it's really just a fancy piece of glass. I'd've broken the thing in minutes... well, probably Dum-E, but still." Tony shrugged.

"A very likely scenario, yes," Vision offhandedly comments, before again blinking in surprise. "How strange... I believe these movies are bringing JARVIS' memories to the forefront. My apologies in advance if this causes you any stress, Sir. Ah, and there it begins..."

Rhodey and Tony exchange uneasy glances- like they weren't under enough emotional stress...

He holds up his dice to the WOMAN NEXT TO HIM, who looks up at him seductively.

TONY: Give a hand, will you? Gimme a little something-something.

The woman BLOWS ON THE DICE, throwing an intent look at Tony.

He ignores her and HOLDS UP HIS HAND to Colonel Rhodes.

TONY: You too, honeybear.

RHODES, dry: I don't blow on a man's dice.

Rhodes SLAPS TONY'S HAND AWAY when the billionaire grows insistent, causing the dice to GO FLYING.

TONY: There it is, Colonel James rolls! And...

The dice stop- SNAKE EYES.

RHODES: That's what happens.

TONY: I've had worse, we'll be fine. Color me up, will ya?

"How much money was that?" Peter B. asks, a little scared of the answer.

Tony thinks back, straining to remember the night that seemed forever ago. "Uh... couple thousand, I think?"

"Couple- how much web fluid could I make with a thousand dollars alone, Jesus..." Peter B. dissolves into mumbled calculations.

"Oh yeah, he probably doesn't have access to the school chemistry lab anymore, huh..." Peter jr. mutters.

SCENE CUTS TO Tony and Rhodes WALKING, being escorted by security detail.

TONY: That's my exit.

RHODES: Tomorrow, don't be late, alright?

TONY: Count on it.

RHODES: I'm serious!

TONY, dismissive: Yeah, yeah!

RHODES walks off-screen as they PASS A GROUP OF COSTUMED STAFF. Tony hands the award to one dressed like Caesar, who looks at it in bewilderment.

TONY: Render unto Caesar that which is Caesar's. There you go!


Tony and entourage are about to reach a FANCY LOOKING LIMO when a breathless blonde reporter catches up to them, apologizing.

CHRISTINE: Christine Everheart, Vanity Fair magazine. Can I ask you a couple of questions?

Rhodey stared at the woman. "Could swear I recognize that chick- wait, Vanity Fair mag? ... oh my god, that's what you meant. Gross."

Tony sighs. "Yeah, not exactly proud of it nowadays."

The rest of the audience exchanges confused glances.

Tony turns to his driver, HAPPY HOGAN.

HAPPY: She's cute?

TONY: She's alright. (He turns back to Christine) Okay, shoot.

CHRISTINE: Thanks- okay, you've been called the Da Vinci of our time.

TONY: Absolutely ridiculous, I don't paint.

CHRISTINE: And what do you say to your other nickname, the Merchant of Death?

TONY: That's not bad.

"Dude! Not bad?" Miles gapes.

"Okay, one, again, I was an ass, two, I meant that it was catchy, not that I liked it."

(CONT'D) Let me guess, Berkeley?

CHRISTINE: Brown, actually.

TONY: Well, Miss Brown, it's an imperfect world, but it's the only one we've got. I can guarantee you, the day weapons are no longer needed, we'll start manufacturing bricks and beams for baby hospitals.

CHRISTINE: Practice that line a lot?

TONY: Every night in front of the mirror.

CHRISTINE: I can believe that.

TONY: I'd like to show you first-hand.

CHRISTINE: Can you be serious for one minute?

TONY, clearly annoyed by now: You want serious? Here's serious. (He takes off his sunglasses) My dad had a philosophy: Peace means having a bigger stick than the other guy.

CHRISTINE: That's a great line coming from the guy selling the sticks.

TONY, glaring by now: My father helped defeat the Nazis. He worked on the Manhattan Project. A lot of people, including your professors at Brown, would call that being a hero.

CHRISTINE: And a lot of people would also call that war profiteering.

TONY, now visibly miffed, leans into her recorder.

TONY: Tell me, do you plan on reporting on the millions of lives saved by our advancing of medical technology? Or kept from starvation by our Intelli-crops? All those breakthroughs- military funding, honey.

CHRISTINE, unimpressed, raises a challenging eyebrow.

CHRISTINE: Wow. You ever lose an hour of sleep in your life?

TONY: I'd be prepared to lose a few with you.

"OH SHIT- kids, cover your eyes!" Tony yelps.

A bit confused, the underage members of the audience cover their eyes, right as-

CUT TO Tony and Christine's MAKE-OUT SESSION.

Laughing, they fall off the bed. (Tony: "Okay, I think we're safe.")


Christine wakes up to a FAMILIAR VOICE- it's the STARK AI, JARVIS.

JARVIS: Good morning. It is 7 AM. The weather in Malibu is 72 degrees with scattered surf conditions...

As the AI CONTINUES, Christine gathers the sheets around her and stands up to look out the FLOOR-TO-CEILING WINDOWS:

PAN OUT over a GORGEOUS VIEW, a modern white villa situated on the CLIFFSIDE directly above the ocean.

A collective jaw drop from basically everyone.

"Holy crap, Dad, that's one of your houses? Why have we never visited?"

"Remember the Mandarin?" Tony raises an eyebrow.

"OH." Peter facepalms.

"Mandarin?" Peni asks.

"Terrorist... bit of a long story," Tony explained off-handedly.

A note fluttered down.

Don't worry, that incident is its own movie!


"...great..." Tony mumbled.