Spider-Man: No Way Home_2021

SERENITY NOW
    Written by
    Chris McKenna & Erik Sommers OVER SONY LOGO:
    NY1 REPORTER (V.O.)
    We come to you now with revelations about last week's attack in London. An anonymous source provided this video. It shows Quentin Beck, aka Mysterio, moments before his death. Warning: you may find this video disturbing.
    OVER COLUMBIA LOGO:
    QUENTIN BECK (V.O.)
    I managed to send the Elemental back through the dimensional rift, but I don't think I'm gonna make it off this bridge alive. Spider-Man attacked me for some reason. He has an army of weaponized drones, Stark technology. He's saying he's the only one who's gonna be the new Iron Man, no one else.
    E.D.I.T.H. (V.O.)
    Are you sure you want to commence the drone attack? There will be significant casualties.
    SPIDER-MAN (V.O.)
    Do it! Execute them all!
    DRONES FIRE! EXPLOSIONS from the Tower Bridge. OVER MARVEL LOGO:
    NY1 REPORTER (V.O.)
    This shocking video was released earlier today on the controversial news website TheDailyBugle.net.
    J. JONAH JAMESON (V.O.)
    There you have it, folks: conclusive proof that Spider-Man was responsible for the brutal murder of Mysterio! An inter- dimensional warrior who gave his life to protect our planet, and who will no doubt go down in history as the greatest superhero of all time. But that's not all, folks. Here's the real blockbuster. Brace yourselves, you might wanna sit down.
    QUENTIN BECK (V.O.)
    Spider-Man's real... Spider-Man's real name is...
    A DISTORTED SOUND VORTEX, then--

EXT. MADISON SQUARE GARDEN - DAY
    The last moments of Quentin Beck's broadcast from the end of FAR FROM HOME.
    QUENTIN BECK
    Spider-Man's name is Peter Parker!
    Peter Parker's SCHOOL PHOTO appears on the jumbo-screen.
    SPIDER-MAN
    What the f--!
    SPIDER-MAN, crouched on the streetlamp, watches J. JONAH JAMESON on the jumbo-screen.
    J. JONAH JAMESON (ON SCREEN)
    That's right, folks. Peter Parker. A 17-year-old high school delinquent harboring a homicidal hunger is in fact the vile vigilante villain Spider-Man.
    BYSTANDERS look up at Spider-Man with new eyes... then turn to MJ standing on the sidewalk.
    BYSTANDER #1 (O.S.)
    (re: MJ)
    She knows him.
    BYSTANDER #2
    (to MJ)
    Are you Spider-Man's girlfriend?
    BYSTANDER #1 (O.S.)
    They swung in together.
    BYSTANDER #2
    (pushy)
    Are you Spider-Man's girlfriend?
    People close in on MJ. Spider-Man quickly jumps down to protect her.
    BYSTANDER #1 (O.S.)
    Whoa, it's him!
    SPIDER-MAN
    Whoa whoa whoa. Please don't touch her.
    BYSTANDER #3
    You're just a kid?
    BYSTANDER #4
    You murdered Mysterio?
    (to MJ)
    You helped him murder Mysterio?
    SPIDER-MAN
    Uh... no, I didn't--
    Bystander #4 reaches for Spider-Man's mask.
    BYSTANDER #4
    Come on kid, let me see that face.
    Spider-Man swats her hand away.
    BYSTANDER #4
    He hit me! Spider-Man hit me!
    The others react: whoa! Everyone FILMS ON THEIR PHONES as she holds up her arm.
    BYSTANDER #4
    He hit me! Spider-Man hit me!
    A crowd forms, closing in... Spider-Man grabs MJ and WEBS OFF! A MAN jumps after, trying to seize them, but misses.

EXT. NYC STREETS/QUEENSBOROUGH BRIDGE - MOMENTS LATER (DAY)
    Spider-Man, clutching MJ, SWINGS frantically.
    J. JONAH JAMESON (V.O.)
    All this time, people looked up to this boy and called him a hero. Well I'll tell you what I call him: Public Enemy #1.
    MJ holds tight to Spider-Man.
    MJ
    I told you I never wanted to do this ever again!
    Her hands cover part of his mask.
    SPIDER-MAN
    MJ, I'm so sorry, but I can't see anything with your hand in my--
    MJ
    I'm sorry. Sorry...
    They swing past another jumbo-screen. It features half of Peter's face and half of Spider-Man's mask under the words: "PUBLIC ENEMY #1."
    MJ
    Okay, where are we gonna go?
    SPIDER-MAN
    I don't know! Your house?!
    MJ
    No, no! We cannot go to my house, my dad will kill you!
    SPIDER-MAN
    What? I thought you said your dad really liked me?
    MJ
    Yeah, well not anymore!
    Spider-Man and MJ LAND on top of the Queensborough Bridge. Spider-Man's phone VIBRATES! He answers--
    SPIDER-MAN
    (into phone)
    DUDE!
    NED appears on Spider-Man's phone.
    NED (ON PHONE)
    DUDE!
    SPIDER-MAN
    DUDE!
    NED (ON PHONE)
    DUDE!
    SPIDER-MAN
    DUDE!
    NED (ON PHONE)
    DUUUUDE!
    MJ
    (to Spider-Man)
    DUDE!
    Spider-Man has left MJ STANDING PRECARIOUSLY ATOP THE BRIDGE!
    SPIDER-MAN
    Ah, I'm so sorry. Are you okay?
    MJ
    No, not really. Uh...
    GONDOLA PASSENGER (O.S.)
    Yo, Peter!
    Spider-Man and MJ turn to see-- The EYES OF THE WHOLE CITY are on them: CROWDS on the Roosevelt Gondola FILM THEM WITH PHONES. PEOPLE point from balconies and high-rise windows. ROAR! A NEWS HELICOPTER flies up to them! Suddenly joined by ANOTHER ONE!
    MJ
    We should go. We should go, come on!
    SPIDER-MAN
    But you said you don't want to swing.
    MJ
    Swing me. You should just swing me, yeah!
    SPIDER-MAN
    Okay, we can take the subway.
    Spider-Man grabs MJ and... DIVES off the bridge! MJ SCREAMS. BELOW: FLASH strolls along the sidewalk, staring at his phone. ANGLE ON HIS PHONE SCREEN: The Daily Bugle official TikTok shows the half Spider-Man, half Peter Parker photo.
    FLASH
    No!
    Flash gawks at it in disbelief, totally oblivious as-- Spider-Man and MJ PLUMMET into view behind him... Spider-Man WEBBING a grate in the sidewalk... YANKING it up... DROPPING them through the hole and... SLAMMING it closed behind them!

INT. TRAIN TUNNEL - CONTINUOUS (DAY)
    Clutching MJ, Spider-Man SWINGS through the tunnels until--
    MJ
    Look out!
    A train coming right at them! VVWHOOM! Spider-Man STEERS them into a different tunnel just in time!

EXT. QUEENS STREET - LATER (DAY)
    A manhole cover slides open. Spider-Man emerges, stopping to help a rattled MJ climb out.
    MJ
    That was so much worse! But it's okay.
    SPIDER-MAN
    Are you okay?
    MJ
    Yeah, yeah... I'm okay.
    Spider-Man WEBS the manhole shut, then gestures for MJ to hop back on.
    SPIDER-MAN
    Come on, come on, come on! Okay...
    MJ jumps into Peter's arms. As they swing off again--
    SPIDER-MAN
    I'm so sorry!

EXT. PETER & MAY'S APARTMENT BUILDING - LATER (DAY)
    Still carrying MJ, Spider-Man swings and lands outside his bedroom window. An unsteady MJ lifts the glass as Spider-Man hoists her up.
    SPIDER-MAN
    I'm sorry!

INT. PETER & MAY'S APARTMENT - LIVING ROOM - SAME TIME (DAY)
    HAPPY stands just outside the door to the apartment. His eyes are red and puffy. As MAY goes to shut the door--
    HAPPY
    I just feel so dumb. I didn't realize you were... miserable.
    MAY
    No, it was really fun. You know, that's why they call it a "fling." And we flung.
    HAPPY
    It was fun. I could've been more fun. I can be fun.
    MAY
    We'll hang out again.
    HAPPY
    Wait. When do you think?
    A CRASH. From Peter's bedroom. May and Happy turn to it. Happy goes into security mode, walking back into the apartment, headed towards Peter's room. May rolls her eyes, thinking he's making excuses to stay.
    HAPPY
    I should see what that is.
    MAY
    No. No no no no, Happy--
    HAPPY
    It's what I do.
    MAY
    He's always coming and going. It's not--
    HAPPY
    Peter?
    MJ (O.S.)
    Peter!
    PETER (O.S.)
    Uh... oh no!
    MJ (O.S.)
    Oh God. Peter!
    PETER (O.S.)
    I don't know what to do! Ah!
    MJ (O.S.)
    Peter, Peter!
    As Happy SHOVES open the door--

INT. PETER & MAY'S APARTMENT - PETER'S ROOM - CONT. (DAY)
    Peter stands in front of MJ, in the act of taking off his suit. Both are startled and look guilty. All signs point to an interrupted romantic moment.
    MJ
    Oh, I can--
    PETER
    Oh my God! Um...
    HAPPY
    (covering his eyes)
    I didn't see anything.
    PETER
    This isn't what it looks like!
    May goes to shut the door--
    MAY
    I'm so sorry. Practice safe--
    PETER
    No no no, May, this is not what it looks like! May!
    Then May turns back around and realizes--
    MAY
    Oh, hey! You must be MJ.
    MJ
    Yeah, sorry. Nice to meet you.
    MAY
    So nice to meet you.
    As May and MJ shake hands, Peter notices Happy's face.
    PETER
    Wait, have you been crying?
    HAPPY
    We broke up.
    PETER
    Oh.
    QUEENS RESIDENT #1 (O.S.)
    Hey, Spider-Man!
    PETER
    (panicking)
    Oh! Uh--
    Peter quickly webs the blinds shut. MJ hands him a T-shirt.
    PETER
    (to MJ)
    Thank you.
    (to May)
    I didn't know you guys broke up. I thought you were in love, May.
    MAY
    No, it was a moment in time.
    Peter rushes May out of his room.
    PETER
    Can we talk about this in the kitchen?
    HAPPY
    You know I should probably leave. I think...

INT. PETER & MAY'S APT. - HALLWAY/LIVING ROOM - CONT. (DAY)
    Peter and May move down the hallway.
    PETER
    I, uh... I thought you guys were such a handsome couple.
    MAY
    (whispering)
    You know it's really about boundaries.
    PETER
    Oh, okay.
    BUZZ! The building's front door!
    MAY
    Let me answer the door.
    PETER
    Oh, hang on. Let's go in here.
    Peter steers May to the living room.
    HAPPY
    Is that the door?
    NOSEY NEIGHBOR
    (peering in)
    Hey, is it true?
    HAPPY
    I was gonna go, but--
    MJ hurries to shut the door on a NOSEY NEIGHBOR.
    MJ
    Not now!
    HAPPY
    --I'll stick around if you want.
    The Neighbor KNOCKS:
    NOSEY NEIGHBOR (O.S.)
    Open up!
    Peter sits May down.
    MAY
    (whispering)
    I didn't know you were so awkward about sex, Peter.
    PETER
    This has nothing to do with sex!
    MJ runs to shut one of the living room blinds while... BUZZ- BUZZ! The front door rings again.
    HAPPY
    Look, I'm really feeling like I shouldn't be part of this conversation. I should go, but if you wanna go over it again, I mean, I'm--
    COMMOTION from outside the building.
    HAPPY
    What's that sound?
    PETER
    Uh...
    Peter rushes to the remaining windows, shutting the blinds.
    QUEENS RESIDENT #2 (O.S.)
    Hey, Spider-Man!
    PETER
    (sotto)
    Oh my God...
    HAPPY
    (to May)
    I don't know what to do here. I... I mean, I'm happy to rehash it if you want to. But I just don't--
    MAY
    No, you take care of your side of the street and I'll take care of mine.
    The COMMOTION outside continues to build, as Peter reaches to close the last blind.
    PETER
    I just want to tal--
    The blind POPS OPEN. Peter goes back, webs it shut, as-- RING RING! Happy and May's phones light up with messages and calls.
    MAY
    What is happening with my phone? Mine is blowing up...
    PETER
    Okay--
    Peter frantically grabs their phones.
    PETER
    Will you get off your phones for, like, five minutes?! I just want to talk to you about your relationship. Okay?!
    MJ
    Peter?
    MJ points to the TV.
    PETER
    What?
    Peter, May, and Happy turn towards the TV. The local news is live with helicopter footage of the outside of the apartment. The lower third graphic reads: "SPIDER-MAN'S IDENTITY REVEALED."
    MAY
    (gasps)
    Is that--
    HAPPY
    Is that here?
    PETER
    Um...
    The distraction is over. Peter sighs, slumps over, and pulls up the blind TO REVEAL... INSANITY. HELICOPTERS. PEOPLE gathered on the streets and nearby rooftops, calling out Peter's name. May and Happy join Peter at the window. Looking out at the chaos. Mouths agape.
    PETER
    I mean, maybe it's not such a big deal?
    SMASH TO:

NEWS BROADCAST: INT. DAILY BUGLE.NET NEWS DESK - DAY
    J. JONAH JAMESON (V.O.)
    SPIDER-MENACE!
    CLOSE ON a "WANTED FOR MURDER" sign with Peter's alarmed face. Over that, someone has given Peter devil's horns and graffitied in bright red ink: "CRIMINAL!" FLASH! The image turns black -- a photo-negative -- and slides towards the upper righthand corner of the screen to reveal J. Jonah Jameson at TheDailyBugle.net news desk.
    J. JONAH JAMESON
    Governments around the world launch investigations into the murderer known as Spider-Man!
    The onscreen graphic changes to Peter's school photo next to a pair of handcuffs and a headstone that reads: "MYSTERIO."
    J. JONAH JAMESON
    A.k.a Peter Parker! A.k.a. The Web-Headed War Criminal--
    PULL WIDE to reveal Jameson's "news desk" is a cheap digital backdrop in a cluttered, conspiracy theorist's apartment.
    J. JONAH JAMESON
    --Who for years has been terrorizing the decent citizens of New York.
    FLASH TO various newspaper and magazine covers: -- THE NEW YORK DAILY NEWS: The school photos of Peter, MJ, and Ned have been photoshopped into mug shots under a headline that reads, "TRIO OF TERROR: PARKER'S CRONIES REVEALED!" -- TIME MAGAZINE: An illustration of Spider-Man as a crying baby in a diaper under a headline that reads, "IRON MAN JR? HOW DID A RECKLESS TEENAGER BECOME TONY STARK'S HEIR APPARENT?" -- IN-TOUCH WEEKLY: Half of Spider-Man's mask over half of Peter Parker's face. The headline reads, "WORLD EXCLUSIVE! TWO FACED -- HOW PARKER MAINTAINED HIS DUPLICITOUS DOUBLE LIFE AND WHY HE CAN'T BE TRUSTED."
    J. JONAH JAMESON
    Well now this city, and the world, see him for what he truly is!
    AMATEUR PHONE CAMERA FOOTAGE of Spider-Man being doused with green paint as someone yells:
    MYSTERIO FANATIC (O.S.)
    Murderer! Mysterio forever!

NEWS BROADCAST: INT. BRITISH NEWS DESK - DAY
    A BRITISH ANCHOR sits behind a news desk, mid-broadcast.
    BRITISH ANCHOR
    New details from last week's devastating attack in London have emerged.
    FOOTAGE of the Tower Bridge attack from FAR FROM HOME. The lower third graphic reads, "BREAKING NEWS: LONDON ATTACK."

EXT. PETER & MAY'S APARTMENT BUILDING - NIGHT
    NEWS VANS. CROWDS OF PEOPLE outside Peter's home, holding signs and chanting.
    BRITISH ANCHOR (V.O.)
    For more, we go now to Joint Intelligence headquarters.

INT. PETER & MAY'S APARTMENT - NIGHT
    Peter and May are watching the NEWS, still in shock.
    IRISH REPORTER (V.O.)
    Authorities, just a short while ago, confirmed--

NEWS BROADCAST: INT. WAREHOUSE - DAY
    AUTHORITIES sift through hundreds of broken Stark drones, each sectioned off as evidence in taped-off quadrants.
    IRISH REPORTER (V.O.)
    --That the deadly drones used in the London attack were designed by Stark Industries.

INT. PETER & MAY'S APARTMENT - NIGHT
    A loud KNOCK at the front door.
    STERN VOICE (O.S.)
    Federal agents! Open up!
    MAY
    Federal agents?
    (to Peter)
    You stay here!
    May opens the door to a group of DAMAGE CONTROL AGENTS, led by AGENT CLEARY.
    AGENT CLEARY
    Department of Damage Control. We have a warrant for the arrest of Peter Parker.
    MAY
    You know the Fourth Amendment?
    AGENT CLEARY
    Sure.
    MAY
    "Unreasonable search and seizure?"
    AGENT CLEARY
    Get in here guys. Let's go!
    MAY
    You are not getting in this house!
    As DoDC Agents push past May-- FLASH! Agents photograph evidence inside the apartment: -- A framed photo of Ned and MJ at the school dance in HOMECOMING. -- The Iron Spider Suit charging chamber, next to a sign that reads: "Iron Spider Charging, DO NOT UNPLUG." -- The glasses Tony left to Peter in FAR FROM HOME.

INT. DAMAGE CONTROL - INTERROGATION ROOM #1 - LATER (NIGHT)
    Agent Cleary interrogates Peter.
    PETER
    I didn't kill Quentin Beck, the drones did.
    AGENT CLEARY
    The drones that are yours.
    PETER
    No! Well look-- Nick Fury was there the entire time. Just ask him and he can explain everything.
    AGENT CLEARY
    Nick Fury has been off-planet for the last year.
    PETER
    (totally confused)
    What?
    MJ (O.S.)
    Peter!
    Just outside the glass walls of the interrogation room, DoDC AGENTS bring in May, MJ, and Ned for questioning.
    PETER
    MJ!
    (to Agent Cleary)
    Ah, they have nothing to do with this, sir!
    MAY/MJ
    Don't say anything without a lawyer!

INT. DAMAGE CONTROL - INTERROGATION ROOM #2 - LATER (NIGHT)
    MJ is interrogated.
    MJ
    I want a lawyer.
    AGENT CLEARY
    Miss Jones-Watson--
    MJ
    Jones. I don't go by Watson.
    AGENT CLEARY
    Miss Jones, why do you want a lawyer if--
    MJ
    "If I have nothing to hide?"
    AGENT CLEARY
    Exactly. Unless--
    MJ
    "I'm actually guilty of something?" I'm very aware of your tactics and my rights.
    AGENT CLEARY
    Just answer my questions. I've seen your file. You're a smart, young woman with a bright future ahead of her. Why would you risk it all by getting involved with a vigilante like Peter Parker?

INT. DAMAGE CONTROL - INTERROGATION ROOM #3 - LATER (NIGHT)
    Ned sits, scared. Cleary enters with a fellow DoDC AGENT.
    AGENT CLEARY
    So sorry to keep you waiting.
    (to DoDC Agent)
    Can we get Ned a snack, please?
    DODC AGENT
    Absolutely.
    AGENT CLEARY
    He's been waiting here!
    DODC AGENT
    I got ya--
    The DoDC Agent exits.
    AGENT CLEARY
    (to Ned)
    Dude, I'm so sorry about that.
    NED
    I'm not supposed to say anything to you.
    AGENT CLEARY
    No, Ned. Not even a thing. I just have one question: when MJ told you that Peter was Spider-Man--
    NED
    Whoa whoa whoa.
    AGENT CLEARY
    What's up?
    NED
    I knew way before MJ did. I was Spider-Man's "Guy In The Chair."
    AGENT CLEARY
    Oh, I know about those. Dude, half my guys are Guys in the Chair.
    NED
    Well, exactly! You would know. I literally helped him find the Vulture.
    AGENT CLEARY
    (impressed)
    I didn't know that.
    NED
    (proud)
    And I helped him hack a suit once and kind of helped him get to space.
    AGENT CLEARY
    So, in Spider-Man's illegal vigilanteism, you were his main accomplice.
    NED
    (beat, scared)
    I would like to have my words stricken from the record.

INT. DAMAGE CONTROL - INTERROGATION ROOM #4 - LATER (NIGHT)
    May is interrogated by Cleary.
    MAY
    With all due respect -- and I mean that very insincerely -- unless you have some real specific charges to throw at us, legally you can't hold us here.
    AGENT CLEARY
    You should definitely lawyer up.
    MAY
    Excuse me?
    AGENT CLEARY
    Child endangerment's a nasty rap. A boy was entrusted to you, and as his legal guardian -- essentially his mother -- you not only allowed him to endanger himself, but you actually encouraged it. Who does that?
    MAY
    I want to see Peter right now!

EXT. STARK INDUSTRIES - NIGHT
    DoDC trucks rumble away from a Stark Industries facility, as over this:
    NY1 REPORTER (V.O.)
    Stark Industries was caught in the web of the Spider-Man/Mysterio controversy today when federal agents opened an investigation into missing Stark Technology.

INT. PETER & MAY'S APARTMENT - LIVING ROOM - DAY
    The same news broadcast plays on May's TV.
    NY1 REPORTER (V.O.)
    Agents want to know exactly what was taken and whether or not it could fall into the wrong hands.
    ON THE TV: A dated photo of Happy with long hair. The graphic next to it reads, "NO COMMENT AT THIS TIME. - HAROLD HOGAN, STARK INDUSTRIES SECURITY."
    HAPPY
    At least they used a good picture.
    PETER
    (defeated)
    What is happening?
    PULL BACK to reveal a man with a cane, Peter's LAWYER--
    MATT MURDOCK
    (on the phone)
    That's great. Thank you.
    (hangs up)
    Well, I have some good news, Peter. I don't believe any of the charges against you are going to stick.
    PETER
    (relieved)
    Wait, seriously?!
    MAY
    Oh, I knew it.
    HAPPY
    Nice!
    PETER
    Oh my God, Mr. Murdock. Thank you! That's amazing!
    MAY
    Thank you, Matt.
    MATT MURDOCK
    You're welcome.
    HAPPY
    Perfect!
    MATT MURDOCK
    However, Mr. Hogan...
    HAPPY
    Yes?
    MATT MURDOCK
    The feds are actively investigating the missing technology. I uh, understand your loyalty to Mr. Stark and his legacy. But if you were involved--
    HAPPY
    (confused)
    If I was involved?
    MATT MURDOCK
    I advise securing a lawyer.
    HAPPY
    (panicking)
    I need a lawyer because I'm-- I'm under investigation?
    (re: Peter)
    I thought he was-- You said that there were no charges. I could say, "Under advisement of council, I refuse to answer the question, respectfully, because I-- The answer could incriminate me--" It's the saying in Goodfellas. What did they say in Goodfellas?
    MAY
    I know that's what you think. Calm down, let's hear what he has to say. Matt?
    MATT MURDOCK
    You're gonna need a really good lawyer.
    (to Peter)
    Peter, you may have dodged your legal troubles, but things will get much worse. There is still the court of public opinion.
    CRASH! A projectile BURSTS through the window... hurtling right at the four of them until--
    Despite being completely blind, Murdock deftly CATCHES it in mid-air!
    MYSTERIO FAN (O.S.)
    Murderer! Mysterio forever!
    Peter, May, and Happy are confused.
    PETER
    How did you just do that?
    MATT MURDOCK
    I'm a really good lawyer.
    Reveal the projectile is a brick wrapped in newspaper. On it, someone has misspelled: "WE BELEIVE MYSTERIO."
    MAY
    We're gonna need a safer place to live.

EXT. HAPPY'S CONDO BUILDING - ESTABLISHING SHOT - DAY
    PAN UP from the East River to see the large, block letters of the "LONG ISLAND, LONG ISLAND" sign. High-rises dot the shorefront.

INT. HAPPY'S CONDO - DAY
    CLICK! CLICK! CLICK! The three locks on the door open. Peter and May enter carrying their suitcases and belongings. An alarm SOUNDS overhead, while a large security monitor by the front door blinks with a message: "ENTER ID CODE."
    MAY
    Oh...
    (covers ears)
    Ah!
    May turns the alarm off.
    ALARM SYSTEM VOICE (V.O.)
    Alarm system deactivated.
    They look around at a nightmare of a bachelor pad: framed Knicks and Islanders jerseys, a neon hot rod light, a putting turf, and Tony's old robot DUM-E. It waves at Peter and May. May stares at it all. Taking it in.
    MAY
    Huh... it looks nice and... this is safe.
    Happy enters behind them carrying bags and a plant.
    HAPPY
    Welcome to the spiritual oasis. You like Donkey Kong Jr.?

INT. HAPPY'S CONDO - STORAGE ROOM - NIGHT
    Happy's half-finished laundry room/storage space. Peter leans over the sink trying to scrub the green paint off his red and black suit. A radio broadcast plays in BG.
    RADIO BROADCASTER (V.O.)
    Nicky from Jersey City, you're on the line.
    NICKY (V.O.)
    Hi, I'm not saying I don't want to honor the Avengers, but, you know, we're not doing it this way. You know, putting the Captain America shield on the Statue of Liberty? Nah.
    But the green paint isn't budging. Peter sighs.
    NICKY (V.O.)
    That's gonna look ridiculous! Leave the Statue of Liberty alone...
    FWHIP! Peter grabs a nearby tarp and dries his hands with it. Then he notices -- the tarp was covering a large object marked "Stark Cases." As it hits Peter what the case is...
    PETER
    Oh Happy...

INT. HAPPY'S CONDO - LIVING ROOM/INT. MJ'S BEDROOM - INTERCUT
    - NIGHT ANGLE ON the security monitor of Happy's condo. All is still and quiet, save for-- Peter lies on the couch talking with MJ via FaceTime.
    MJ
    Did you send in your applications yet?
    PETER
    I literally just finished my MIT one. You?
    MJ
    (nodding)
    Same.
    PETER
    Can you imagine if we both got in? And Ned.
    MJ
    Yeah, but we'd have to get scholarships so that we could actually go.
    PETER
    Come on, you've got the scores and the grades and--
    MJ
    You think I'm being too pragmatic.
    PETER
    No no no no no...
    (beat)
    Well, kinda. It's okay. That's one of my favorite things about you.
    MJ
    Really?
    PETER
    Yeah.
    MJ
    Well what are your other favorite things?
    PETER
    I love your relentless optimism.
    MJ
    Yeah, I am a glass half-full kind of gal.
    PETER
    I really like how you're a people person.
    MJ
    I love people. I love them so much.
    PETER
    You like sports.
    MJ
    I think the Mets are gonna go all the way this year.
    PETER
    (skeptical)
    Really?
    A low, persistent NOISE in the background.
    MJ
    What's that noise?
    PETER
    Oh, it's Happy. Look. He gave his room to May so he's sleeping down here.
    He shifts his phone so MJ can see-- PHONE POV: Happy sleeping on the couch, wearing a sleep apnea mask and SNORING LOUDLY.
    MJ
    I have a weird question. Um... does any part of you feel relieved about all this?
    PETER
    Ever since I got bit by that spider, I've only had one week where my life has felt normal. Or kinda normal, I guess. And... that was when you found out. Because then everyone that was in my life that I wanted to know, knew. And it was perfect.
    (then)
    But now everybody knows. And I am the most famous person in the entire world... and I'm still broke.
    They laugh.
    MJ
    I'm excited to see you tomorrow.
    PETER
    Yeah, me too.
    A tender moment between the two. Until--
    HAPPY
    Wrap it up!
    Peter jumps! Turns to see--
    HAPPY
    (through his sleep apnea mask)
    You both like each other, we get it. Hang up. There's no new ground being broken. Okay? I need my eight hours.
    PETER
    (to Happy)
    Have you been listening this whole time?
    MJ waves on Peter's phone screen.
    MJ
    Hi, Happy.
    HAPPY
    Uh... not by choice.
    PETER
    MJ says hi.
    HAPPY
    (to MJ, waves)
    Hello.

EXT. MIDTOWN HIGH - ESTABLISHING SHOT - DAY
    BETTY (V.O.)
    We're covering the first day of senior year from Midtown High's most famous student...
    Just outside the front doors, it's CHAOS. FANS, PROTESTERS, REPORTERS, etc. Including BETTY BRANT, in school reporter mode.
    BETTY
    Peter Parker! Go get 'em, tiger. Or should I say, "Spider?"
    Peter, MJ, and Ned walk down the corridor of chaos.
    NEWS REPORTER (V.O.)
    The crowd has continued to grow here all morning long at the Midtown School of Science and Technology--
    Peter and MJ hold hands in support of one another.
    ANOTHER NEWS REPORTER (V.O.)
    The crowd seems evenly divided between supporters of Spider-Man and protestors.
    CROWD MEMBER #1
    MJ! MJ! MJ! We love you!
    A MAN with MJ's face printed on his shirt yells for her attention.
    CROWD MEMBER #1
    MJ, are you going to have his spider babies?!
    The crowd is growing closer and closer to Peter and MJ. They keep their heads down as SECURITY guides them through.
    SECURITY GUARD
    Back up! Back up!
    CROWD MEMBER #2
    You know he's a murderer, right?!
    CROWD MEMBER #3
    Hey Peter, come here, do a TikTok with me!
    CROWD MEMBER #4
    Hey! Let's see you and MJ kiss!
    NED
    (to crowd)
    Back off!
    CROWD MEMBER #5
    Who are you?
    NED
    I'm Ned Leeds, I'm Spider-Man's best friend--
    FLASH
    (stepping in)
    --I'm Peter Parker's best friend. You come at my boy, you come at Flash Thompson. And if you want to read about our inspiring friendship, you can now in my new book--
    Flash holds up a BOOK with his portrait on the cover.
    FLASH
    --Flashpoint: One Spider, Two Hearts, a Million Crazy-Ass Memories. Check it out!
    Ned walks off annoyed. Peter and MJ are stopped at the bottom of the school steps. Security scans Peter with a metal detector and separates him from MJ.
    PETER
    No, I got to wait up--
    FRONT DOOR GUARD
    Go!
    PETER
    (to MJ)
    I'll see you inside, okay?
    MJ nods, as she too is scanned with the metal detector.

INT. MIDTOWN HIGH - ENTRYWAY/HALLWAY - MOMENTS LATER (DAY)
    STUDENTS watch Betty's news coverage on the TVs.
    BETTY (ON TV)
    Keep watching Midtown News all year as we bring you up close and personal coverage of Peter fighting his biggest battle yet: college admissions.
    Peter walks up the stairwell to find MR. DELL, MR. HARRINGTON, and COACH WILSON waiting for him. It's weird.
    MR. DELL
    (big smile)
    Peter, we would love to welcome you back to Midtown High, where we shape heroes!
    Mr. Harrington gestures to a nearby trophy case -- it's been turned into a SHRINE TO PETER. Above it is a homemade sign that reads: "MIDTOWN HIGH -- WHERE WE SHAPE HEROES."
    COACH WILSON
    Or murderers...
    MR. HARRINGTON
    Stop it.
    (to Peter)
    It's an honor to serve you, sir.
    Mr. Harrington salutes Peter. Is that a tear?
    COACH WILSON
    It's not. Mysterio was right.
    MR. HARRINGTON
    Stop. We don't--
    COACH WILSON
    Mysterio was right.
    MR. HARRINGTON
    That's all--
    (to Peter)
    Some of the students put this together for you.
    Mr. Harrington and Mr. Dell redirect attention to the trophy case.
    COACH WILSON
    (to Mr. Harrington)
    No. You did that! You did that.
    MR. HARRINGTON
    I... I helped a little bit.
    PETER
    (politely)
    Oh wow.
    COACH WILSON
    And I tried to stop you so many times, but you powered through. He did all of that.
    MR. DELL
    And he did a great job.
    MR. HARRINGTON
    (to Peter)
    I hope you have time to stop and check it out, in closeup.
    MR. DELL
    And feel free to walk -- or swing -- through the hallway, or crawl on the ceiling to avoid everybody.
    MR. HARRINGTON
    We all know you can do it.
    PETER
    I'm just gonna...
    As Peter heads off--
    COACH WILSON
    I know what you did.
    MR. HARRINGTON
    Stop it. You're embarrassing yourself.
    COACH WILSON
    (to Peter)
    I know what you did.
    MR. HARRINGTON
    (to Peter, re: Coach Wilson)
    He's a conspiracy theorist.
    Peter, weirded out, walks down the long hallway of students, all crowding and reaching to get his picture. It's incredibly awkward.

EXT. MIDTOWN ROOFTOP - LATER (DAY)
    A total contrast. Quiet. No one around. MJ reads from The New York Post, as Peter leans back and watches the clouds.
    PETER
    Can we just, like, stay up here all day? It is so crazy down there.
    On the front page of the paper: a depiction of Peter controlling MJ and Ned with puppet strings. The headline reads: "PETER PARKER & HIS SPIDER-MINIONS."
    MJ
    (re: newspaper)
    Oh wait, this one's good.
    (reading)
    "Some suggest that Parker's powers include the male spider's ability to 'hypnotize' females, which he used to seduce Jones-Watson into his cult of personality."
    PETER
    Oh come on... stop. Stop!
    MJ
    (mock trance-like)
    Yes, my Spider-Lord.
    It actually turns into a romantic moment, and they're about to kiss when... Ned clambers up onto the roof.
    NED
    Finally, some privacy! It is so crazy down there!
    Ned plops down next to them. Romantic moment spoiled.
    NED
    So, I was thinking, when we get into MIT, we should live together.
    PETER
    Yeah, for sure.
    MJ
    Yeah, I'd love that.
    Ned turns his laptop to show the MIT webpage -- a video of students playing frisbee on the quad.
    NED
    This is gonna be us.
    MJ
    Yes, minus the frisbee. And the smiling.
    PETER
    MIT's obviously the dream, but if we match up our backup schools, then either way we'll all be together in Boston. New school. New town. I can Spider-Man there.
    PETER
    I mean, they have crime in Boston, right?
    MJ
    Yes, yes they do.
    NED
    Yeah, wicked crime.
    PETER
    Yeah, so it'll be like a fresh start.
    MJ sees how sincere he is, how much he wants this. But she's skeptical.
    PETER
    What's up?
    MJ
    (hesitant)
    I don't know, I just feel like if you don't-- If you expect disappointment, then you can never really get disappointed.
    PETER
    Come on.
    Peter takes her hand.
    PETER
    It'll be a fresh start. And we'll all be together.
    MJ
    Yeah, no you're right, yeah. Fresh start.
    PETER
    Yeah.
    Ned cluelessly takes their clasped hands -- another romantic moment spoiled.
    NED
    Fresh start.

INT. HAPPY'S CONDO - KITCHEN - ANOTHER DAY
    May holds up a (non-MIT) college admissions envelope. (In the BG, DUM-E is just beginning to put together the LEGO Death Star from HOMECOMING.)
    MAY
    First one's here!
    CUT TO: May punches the letter. Rejection.
    PETER
    (still optimistic)
    It's okay. It's a backup school.

INT. HAPPY'S CONDO - KITCHEN - ANOTHER DAY
    May runs in with another letter.
    MAY
    Peter!
    Peter webs down with a coffee cup and almost spills, excited. CUT TO: Peter jumps up and down, eagerly awaiting May's reaction as she reads the letter. But she shakes her head.
    PETER
    No?
    May shakes her head -- no.

INT. HAPPY'S CONDO - KITCHEN - ANOTHER DAY
    May walks in with the final letter.
    MAY
    Last one.
    Peter looks up from his bowl of cereal, mouth full.
    PETER
    MIT?!
    DUM-E twists and hits the nearly completed LEGO Death Star. It shatters into many pieces. Off Peter's reaction...

EXT./INT. DONUT SHOP - DAY
    Peter swings down in front of a donut shop decorated for Halloween. Some PEDESTRIANS eye him warily. Peter quickly enters the shop -- MIT envelope in tow -- and spots MJ at the cash register in her waitress uniform. She holds up her own MIT envelope -- ready? They head to the back of the shop and join Ned at the counter. He also has an MIT envelope resting in front of him.
    MJ
    Okay... ready?
    MJ's BOSS approaches.
    DONUT SHOP BOSS
    Jones, I told you to take down the Halloween decorations.
    MJ
    Actually that was Sasha, so--
    DONUT SHOP BOSS
    Enough attitude, just do it.
    MJ
    (swallowing pride)
    On it.
    NED
    I feel like I'm gonna puke.
    MJ
    Well don't... because he will just make me clean it.
    NED
    This is our only shot. It's here or nowhere.
    PETER
    Hey, come on!
    MJ
    Okay, you guys ready?
    PETER/NED
    Yeah...
    MJ
    Okay. On three? One, two, three--
    Deep breaths, then each opens their letter and reads... Peter's face falls -- the most painful rejection of all. He looks to MJ. She shakes her head.
    MJ
    No.
    PETER
    No.
    (to Ned)
    You?
    NED
    (reading)
    "In light of recent controversy, we are unable to consider your application at this time."
    PETER
    This is so not fair. I mean, this is so not fair! I didn't do anything wrong. I mean, you guys definitely didn't do anything wrong.
    MJ
    Expect disappointment and you will never get disappointed.
    Suddenly, Flash enters, sporting an MIT sweatshirt. He begins singing the BEASTIE BOYS' "NO SLEEP TILL BROOKLYN."
    FLASH
    "No sleep till -- bum-bum, bum- buuuum... Boston!"
    He looks to the others -- so? Gets nothing.
    FLASH
    You guys didn't get in?
    NED
    Yeah, because we're actually friends with Spider-Man.
    Flash checks his watch.
    FLASH
    Uh yeah, I better get going. There's a-- They have a mixer for new admissions and... sorry, guys.
    Flash quickly retreats out the door.
    DONUT SHOP BOSS (O.S.)
    Jones, what are you doing? Get back to work.
    MJ
    Yeah, I'm coming.
    MJ rips up her letter.
    MJ
    You know what? I wouldn't change a thing I did.
    NED
    Me neither.
    Ned rips his letter up too. Then, picking up the pieces:
    NED
    Although, I do need to show this letter to my parents.
    Peter watches Ned slump away. He feels guilty and hopeless, until... Peter's eyes fall upon the decorations MJ is taking down. A set of Halloween lights that look like... wizards? Off Peter, getting an idea--

EXT. SANCTUM SANCTORUM - 177A BLEEKER STREET - LATER (DAY)
    Peter approaches, about to ring the bell when... The doors swing open to REVEAL--

INT. SANCTUM SANCTORUM - FOYER - CONTINUOUS (DAY)
    SNOW. Everywhere. Covering the floor and the stairway. Two APPRENTICES futilely shovel snow into small buckets. Peter enters, CRUNCHING through the snow, shivering.
    PETER
    (to Apprentices)
    Um. Hi.
    (they stop)
    Hi? I'm, uh--
    WONG
    The most famous person in the world, I know.
    WONG enters from a PORTAL, sets down several suitcases.
    WONG
    Wong. Try not to slip, we don't have liability insurance.
    PETER
    (re: snow)
    Is all this for a holiday party?
    WONG
    No, one of the Rotunda Gateways connects to Siberia. A blizzard blasted through.
    A BLAST OF COLD AIR! Reveal DR. STRANGE in a parka, floating down the stairway with a mug of hot cocoa.
    DR. STRANGE
    (re: Wong, pointed)
    Because someone forgot to cast the monthly maintenance spell to keep the seals tight.
    WONG
    (re: Strange, pointed)
    That's right, he did, because he forgot I now have higher duties--
    DR. STRANGE
    (balking)
    "Higher duties?!"
    WONG
    The Sorcerer Supreme has higher duties, yes.
    PETER
    (to Dr. Strange)
    Wait, I thought you were the Sorcerer Supreme--
    DR. STRANGE
    (defensive)
    No, he got it on a technicality 'cause I blipped for five years.
    PETER
    Oh.
    (to Wong)
    Well, congratulations.
    DR. STRANGE
    If I'd been here, then I would have--
    WONG
    Burned the place down.
    (moving off, to Apprentices)
    WONG
    You two! No one said, "Stop shoveling!"
    DR. STRANGE
    So, Peter. To what do I owe the pleasure?
    Peter is hesitant, shivering, slips a little on the snow...
    PETER
    Right, um... I'm really sorry to bother you, sir, but--
    DR. STRANGE
    Please, we saved half the universe together, I think we're beyond you calling me "sir."
    Dr. Strange lights the fireplace with magic.
    PETER
    Okay, uh... Stephen--
    DR. STRANGE
    That feels weird. But I'll allow it.
    PETER
    Uh, when, um... when Mysterio revealed my identity, my entire life got screwed up. And, I was wondering... I mean, I don't really know if this would actually work, but I was wondering if... maybe you could go back in time and make it so that he never did?
    DR. STRANGE
    Peter, we tampered with the stability of spacetime to resurrect countless lives. You want to do it again now just 'cause yours got messy?
    PETER
    This isn't-- It's not about me. I mean, this is really hurting a lot of people. My uh... my Aunt May. Happy. My best friend, my girlfriend... their futures are ruined. Just because they know me, and they've done nothing wrong.
    DR. STRANGE
    (sympathetic)
    I am so sorry. But even if I wanted to... I don't have the Time Stone anymore.
    PETER
    (deflated)
    That's right.
    (then)
    I'm really sorry if I wasted your time.
    DR. STRANGE
    No, you didn't--
    PETER
    Forget about it.
    Wong picks up his suitcases.
    WONG
    Oh, he will. He's very good at forgetting things.
    DR. STRANGE
    (getting idea)
    Wong, you've actually generated a good idea.
    WONG
    What?
    DR. STRANGE
    The Runes of Kof-Kol.
    PETER
    (intrigued)
    The Runes of Kof-Kol...?
    DR. STRANGE
    Oh, it's just a standard spell of forgetting. It won't turn back time, but at least people will forget that you were ever Spider- Man.
    PETER
    Seriously? That would be--
    WONG
    No, not seriously.
    (to Dr. Strange)
    WONG
    That spell travels the dark borders between known and unknown reality. It's too dangerous.
    DR. STRANGE
    We've used it for a lot less. Do you remember the full moon party at Kamar-Taj?
    WONG
    No...
    DR. STRANGE
    Exactly.
    Dr. Strange and Peter wait for Wong to relent. But Wong only stares back, unwavering.
    DR. STRANGE
    Come on. Wong.... hasn't he been through enough?
    Wong's face softens. Just behind him, a PORTAL OPENS.
    WONG
    Just leave me out of this.
    Wong enters the PORTAL--
    DR. STRANGE
    Fine.
    WONG
    Fine.
    The PORTAL CLOSES. Dr. Strange turns to Peter... and grins.

INT. SANCTUM SANCTORUM - ANCIENT CHAMBER - MOMENTS LATER (DAY)
    Peter follows Dr. Strange downstairs into an ancient sub- level filled with crypts. As Dr. Strange prepares items for the spell, Peter looks around, spooked.
    PETER
    So what is this place?
    DR. STRANGE
    The Sanctum's built at the intersection of cosmic energy currents. We weren't the first to seek 'em out.
    DR. STRANGE
    Some of these walls are thousands of years old.
    (then)
    And they shot an episode of The Equalizer here in the '80s.
    PETER
    Well, I um... really appreciate you doing this for me, sir.
    DR. STRANGE
    Don't mention it. And don't call me sir.
    PETER
    Right, sorry.
    DR. STRANGE
    You ready?
    PETER
    I'm ready.
    DR. STRANGE
    Nice knowing you, Spider-Man.
    Dr. Strange begins to cast the spell -- A GOLDEN RING OF RUNES encircles them...
    PETER
    Wait, excuse me?
    DR. STRANGE
    The entire world's about to forget that Peter Parker is Spider-Man, including me.
    PETER
    Everyone?
    (panicking)
    Uh... can't some people still know?
    DR. STRANGE
    That's not how the spell works. And it's very difficult and dangerous to change it, mid- casting.
    PETER
    So my girlfriend's just gonna forget about everything we've been through? I mean, is she even gonna be my girlfriend?
    DR. STRANGE
    That depends. Was she your girlfriend just 'cause you're Spider-Man, or--
    PETER
    I mean, I don't know. I really hope not!
    DR. STRANGE
    All right, fine.
    Strange works to adjust the spell.
    DR. STRANGE
    Everyone in the world's gonna forget that you're Spider-Man, except your girlfriend.
    PETER
    Thank you so much, that--
    (then, realizing)
    Oh my God, Ned. Ned!
    DR. STRANGE
    What is a "Ned?"
    PETER
    He's my best friend, so it's really important to me that Ned knows.
    Strange sighs, works to adjust the spell. Again.
    DR. STRANGE
    (trying to concentrate)
    Okay. Let's not change the parameters of this spell any more while I'm casting it.
    PETER
    Okay, I'm done. I'm done. I swear I'm done. I'm done.
    (beat, still processing)
    Ah! But my Aunt May should really know!
    DR. STRANGE
    Peter, stop tampering with the spell.
    Strange swipes his hands, begins further spell adjustments. FOUR GOLDEN RINGS OF RUNES now swirl about them.
    PETER
    When she found out that I was Spider-Man, it was really messy and I don't think that I can go through with that again.
    (beat)
    So, my Aunt May?
    DR. STRANGE
    Yes!
    PETER
    Oh, thank you, thank you--
    (then, realizing)
    Happy?
    DR. STRANGE
    No, I'm annoyed!
    PETER
    No, it's a nickname. Harold "Happy" Hogan. He used to work for Tony Stark, but then he was kind of dating my aunt, and they broke up--
    The spell SHIFTS, WAVERING, becoming ERRATIC...
    DR. STRANGE
    Would you just stop talking!
    BOOM! The spell ERUPTS! Dr. Strange is LIFTED TO HIS FEET, followed by Peter.

INT. SANCTUM SANCTORUM - FOYER - SAME TIME (DAY)
    UPSTAIRS, ON THE APPRENTICES: One of them reaches for a shaking relic (the same one Thor knocked over in RAGNAROK). Too late. It falls apart.

INT. SANCTUM SANCTORUM - ANCIENT CHAMBER - SAME TIME (DAY)
    BACK ON PETER AND STRANGE: The jumbled spell BILLOWS in rings around them. The room SHATTERS and SHAKES. Something is clearly, horribly wrong! Peter shouts over the chaos:
    PETER
    Basically everyone that knew that I was Spider-Man before should still know!
    LIGHTS AND NOISE! Strange STRUGGLES WITH THE SPELL as it BLASTS its way around them, ripping apart the crypt walls... UNUSUAL SHADOWS appear... With great effort, Strange shrinks the spell smaller and smaller, until-- Peter and Strange DROP to the ground, the walls around them reassembled and whole. Peter turns to see -- the spell is now a ball of light, TRAPPED INSIDE A PENTAGON-SHAPED ORB.
    PETER
    Did it work?
    DR. STRANGE
    No. You changed my spell six times--
    PETER
    (meekly)
    Five times.
    DR. STRANGE
    You changed my spell! You don't do that! I told you--
    (re: trapped spell)
    And that is why!
    They regard the now-tiny spell jostling within the orb.
    DR. STRANGE
    That spell was completely out of control. If I hadn't shut it down, something catastrophic could have happened!
    PETER
    Stephen, listen, I am so sorry--
    DR. STRANGE
    Call me sir.
    A beat as that lands on Peter.
    PETER
    Sorry, sir.
    DR. STRANGE
    You know, after everything we've been through together, somehow I always forget you're... you're just a kid.
    The words weigh heavily on Peter. Now feeling lower than low. Strange clocks it and softens.
    DR. STRANGE
    Look, Parker, the problem is not Mysterio. It's you. Trying to live two different lives, and the longer you do that the more dangerous it becomes. Believe me.
    (then)
    I'm so sorry about you and your friends not getting into college. But if they rejected you, and you tried to convince them to reconsider, there's nothing else you can do.
    PETER
    (beat, then)
    When you say "convince them," you mean like I could have called them?
    DR. STRANGE
    Yeah.
    PETER
    I can do that?
    DR. STRANGE
    (incredulous)
    You haven't called the--
    PETER
    Well, I mean, I got their letter and I assumed that that was--
    DR. STRANGE
    I'm sorry, are you telling me that you didn't even think to plead your case with them first before you asked me to brainwash the entire world?!
    PETER
    Well, I mean, when you put it like that, then--
    SMASH TO:

EXT. SANCTUM SANCTORUM - 177A BLEEKER STREET - LATER (DAY)
    BAM! The doors SLAM SHUT in Peter's face. He quickly grabs his phone and dials.
    PETER
    Come on, pick up, pick up, pick up, pick up...

INT. MIT CLUB LOUNGE - INTERCUT - SAME TIME (DAY)
    The MIT new students mixer. KIDS and ADULTS mingle. Flash answers his phone:
    FLASH
    (into phone)
    Dude, what? I'm busy.
    PETER
    Flash, where's the MIT mixer?
    FLASH
    Why?
    PETER
    Because I need to come and talk to someone. I'm trying to get Ned and MJ a second chance at getting in.
    FLASH
    What's in it for me? I'm risking a lot just talking to you.
    PETER
    (sighs)
    Okay, I will, um... pick you up and swing you to school for one week?
    FLASH
    For a month.
    PETER
    For a week.
    FLASH
    Two weeks.
    PETER
    Flash, please come on, help me!
    FLASH
    (insistent)
    You know what I want.
    PETER
    Okay, I'll tell everyone that you're my best friend.
    Flash grins, loving this.
    PETER
    Flash, please help me!
    FLASH
    Cool, cool, cool. So there's this lady, she's the Assistant Vice Chancellor. You can plead your case with her.
    PETER
    Okay, perfect. Where is she?
    FLASH
    She left.
    PETER
    To go where?
    FLASH
    To the airport.

EXT. HIGH BRIDGE - LATER (DAY)
    Spider-Man soars above the High Bridge in his Iron Spider suit. He reaches a highway sign overlooking a traffic jam. ON PETER'S HUD--
    MALE IRON SPIDER VOICE (V.O.)
    Stark Network unavailable.
    Spider-Man groans. A text from Flash comes through: "HERES DA LADY UR LOOKING 4." Then a selfie of Flash and the ASSISTANT VICE CHANCELLOR (AVC) holding his Flashpoint book.
    MALE IRON SPIDER VOICE (V.O.)
    Facial recognition unavailable.
    A DAILY BUGLE HELICOPTER approaches, filming Spider-Man -- his new normal.
    SPIDER-MAN
    Ugh...
    (waves)
    Hi. Yeah, I can see you!
    Spider-Man drops down to the road. The Iron Spider Suit retracts to reveal Peter is wearing a crumpled suit. He quickly searches the surrounding cars for the AVC, when-- A BARKING dog lunges at him from a nearby window. Peter jumps back, startled. Then he peers into another window. A TODDLER BOY and a TEENAGE GIRL notice him. The Toddler waves.
    TODDLER BOY
    That's Peter Parker.
    Peter waves back. As the Teenage Girl reacts--
    TEENAGE GIRL
    Mom? Mom, look! Look, it's Peter Parker!
    Peter moves on, spotting the AVC in the backseat of an SUV.

INT. AVC SUV - SAME TIME (DAY)
    In the backseat, the AVC is on her phone. She peruses Flash's book.

EXT. HIGH BRIDGE - INTERCUT - SAME TIME (DAY)
    Just outside, Peter dodges a taxi--
    TAXI DRIVER
    Hey!
    --And steels himself to approach the AVC's car.
    PETER
    Okay...
    He KNOCKS on her window and waves. The AVC ends her call and rolls down her window. Reluctant.
    ASSISTANT VICE CHANCELLOR
    Yeah?
    PETER
    Hi, I'm Peter Parker.
    ASSISTANT VICE CHANCELLOR
    You do know you're in the street, right?
    PETER
    Yeah. I'm sorry. I just-- I really needed to talk to you--
    ASSISTANT VICE CHANCELLOR
    Uh-huh.
    PETER
    --And I know you're on your way to the airport.
    ASSISTANT VICE CHANCELLOR
    Uh-huh.
    PETER
    (nervous rattling)
    MJ Watson and Ned Leeds are the two smartest people I've ever met in my entire life, and I'm the dumbest person because I let them help me. But if I didn't let them help me than millions of people would have died. So please don't-- Don't let MIT be dumb like me.
    ASSISTANT VICE CHANCELLOR
    MIT is dumb?
    PETER
    (stumbling)
    No, I'm saying don't let MIT be dumb. I mean, like the dumber version of me that wouldn't have let them help.
    ASSISTANT VICE CHANCELLOR
    You didn't rehearse that, did you, Peter?
    PETER
    Basically, what I'm trying to sa--
    Peter's SPIDER-SENSE TINGLES. He jumps on top of the car, spots PEOPLE running away. He turns to one of them:
    PETER
    Why are you running? What--
    UP AHEAD: CRASH! Patches of the highway CRUMBLE in a cloud of asphalt and dust. Peter activates his Iron Spider suit.
    SPIDER-MAN
    Oh my God...
    He KNOCKS on the roof of the car.
    SPIDER-MAN
    Uh, Ma'am, you should, uh... you should get out of the car.
    (then, calling out)
    Everybody get off the bridge!
    The AVC's DRIVER runs off. The AVC tries to get out too, but--
    ASSISTANT VICE CHANCELLOR
    The door's locked. Doors-- Hey!
    CRASH! SLAM! BOOM! Something is piercing its way through the High Bridge roadway. Something with FOUR GIANT METAL TENTACLES. The dust clears to REVEAL... DOC OCK (Alfred Molina) in all his SPIDER-MAN 2 glory!
    DOC OCK
    Hello, Peter.
    SPIDER-MAN
    (confused)
    Hi? Do we... do I know you?
    DOC OCK
    What have you done with my machine?
    SPIDER-MAN
    Your mach-- I don't know what you're talking about? I don't-- What machine?
    DOC OCK
    The power of the sun in the palm of my hand. It's gone!
    SPIDER-MAN
    Listen, sir, if you stop smashing cars, we could work together and I can help you find your machine.
    DOC OCK
    You want to play games?
    One of Doc Ock's tentacles PIERCES the roof of a nearby car. The PASSENGERS scramble, as Ock FLINGS the car at Spider-Man--
    DOC OCK
    Catch!
    Spider-Man flies backwards, dodging the empty vehicle, as ANOTHER CAR is immediately thrown in front of him -- this one FULL OF PEOPLE! Spider-Man attempts to stop it, but both he and the vehicle are spun over the bridge. As the family inside reels, Spider-Man runs across the length of the spinning car, WEBBING it to the underside of the bridge. He rips a side door open... ANGLE ON the AVC, finally able to open her door, but-- SLAM!
    ASSISTANT VICE CHANCELLOR
    Agh!
    The door is pinned against a K-Rail. She still can't get out. BACK ON Spider-Man, now on top of the bridge, alongside the family he just saved.
    SPIDER-MAN
    It's okay. You guys are good, you're safe, get out of here!
    As the family quickly runs off, THUNK! One of Doc Ock's tentacles GRABS Spider-Man, wrapping him tight in its grip.
    DOC OCK
    You think your fancy new suit's gonna save you?
    Another tentacle claw clutches Spider-Man's head and FLINGS him into the AVC's car -- forcing the vehicle over the edge of the bridge, the AVC still trapped inside! Doc Ock then HURLS Spider-Man through a highway sign, CRASH- LANDING into a truck's windshield. Doc Ock's tentacles skewer a car engine -- it EXPLODES -- as he relentlessly pursues Spider-Man.
    DOC OCK
    I should have killed your little girlfriend when I had the chance.
    Metal pierces through the roof of the truck to reveal Spider- Man, his IRON SPIDER ARMS fully deployed.
    SPIDER-MAN
    What did you just say?
    DOC OCK
    (to tentacles)
    Looks like we've got competition.
    SPIDER-MAN VS. DOC OCK! Mano-a-mano-a-mano-a-etc! The DAILY BUGLE HELICOPTER witnessing all. Spider-Man WEBS on top of a highway sign, Doc Ock following. Spider-Man fires webs! Flips! Kicks back Ock, then--
    ASSISTANT VICE CHANCELLOR (O.S.)
    Peter! Help!
    Spider-Man turns, spots the AVC's teetering car. He leaps towards her, but-- THUNK! THUNK! Doc Ock's tentacles grab Spider-Man's arms in a vice, as another tentacle latches onto the DAILY BUGLE HELICOPTER. Doc Ock lifts Spider-Man up towards the ROTATING BLADES of the helicopter, Spider-Man fighting against it, until-- He WEBS two cars, YANKING them towards the highway sign, CRASHING into Doc Ock. The tentacles release, the Iron Spider Arms retract, and Spider-Man makes a break for the AVC's car. Doc Ock grabs CEMENT PIPES off a nearby truck and swings them over his head, directly into Spider-Man's path. FLIPS! SOMERSAULTS! FLINGING WEBS! Spider-Man is nearly at the AVC's car...
    SPIDER-MAN
    Don't worry, ma'am! I'm coming!
    He's SLAMMED into the side of a car by one of the pipes. He quickly recovers and takes off, the AVC's SUV beginning to fall--
    ASSISTANT VICE CHANCELLOR (O.S.)
    Peter!
    The AVC GASPS, CLICKS her seatbelt on-- Doc Ock flings a car at Spider-Man, who flips backwards, arching over the roof of the thrown vehicle until-- SPLASH! The car barrels into impact attenuators full of water. Spider-Man quickly WEBS the AVC's car as it FALLS! He is dragged along behind it, his IRON SPIDER ARMS deploying to grab onto the edge of the bridge, as the car plummets to the train tracks below! A SUDDEN WRENCH! The vehicle stops just short of a MOVING FREIGHT TRAIN! Inside the car, the AVC trembles, in shock, as Spider-Man WEBS the car securely to the bridge. Then lowers himself to her door...
    SPIDER-MAN
    Ma'am? Just stay calm. Just take a deep breath. Are you okay?
    ASSISTANT VICE CHANCELLOR
    No!
    Spider-Man turns, sees Doc Ock approaching. A tentacle GRABS Spider-Man and YANKS him away. As he's WHIPPED around--
    SPIDER-MAN
    (to AVC)
    I promise... I've got this... all under... control...
    Doc Ock SMASHES Spider-Man through the bridge, then PINS HIM AGAINST the underside. A tentacle claw RIPS OFF Spider-Man's chest of nanotech, revealing his crumpled suit beneath.
    MALE IRON SPIDER VOICE (V.O.)
    Suit compromised.
    DOC OCK
    (impressed)
    Nanotechnology. Ah, you've outdone yourself, Peter.
    The Iron Spider nanotech begins to MELD WITH DOC OCK'S TENTACLES -- transforming them into a hybrid of Ock's AI-tech and Stark's nanotech.
    DOC OCK
    I underestimated you. But now you die.
    As Doc Ock launches a killing blow-- The Iron Spider tech defensively shifts nanos to cover Spider- Man's chest... EXPOSING PETER'S FACE.
    DOC OCK
    (confused)
    You're not Peter Parker.
    PETER
    Ugh, I am so confused right now.
    From inside her dangling car, the AVC looks on as Doc Ock's tentacles seem to be... malfunctioning?
    DOC OCK
    (re: tentacles)
    What's happening?
    MALE IRON SPIDER VOICE (V.O.)
    New device detected.
    A HOLOGRAPHIC IMAGE of Ock's tentacles appear on Peter's control panel. He pushes several buttons until...
    MALE IRON SPIDER VOICE (V.O.)
    Pairing new device.
    The IRON SPIDER SUIT IS CONNECTED -- Peter is now in control of the tentacles!
    DOC OCK
    (to tentacles)
    You don't listen to him, you listen to me!
    Peter tests the connection -- the tentacles follow his every move. He laughs, relieved.
    PETER
    Hey.
    Peter waves at Doc Ock. A tentacle claw waves back. With the connection secure, Peter launches a tentacle arm at the AVC's dangling car. Ock swings at Peter, but he can't even get close. Peter laughs, then gently rotates the tentacles...
    DOC OCK
    (to tentacles)
    Hey-- Hey! Listen to me! No, not him, me!
    Peter carefully sets the AVC's car, Doc Ock, and himself back on top of the bridge. The Iron Spider Suit retracts to reveal Peter's rumpled suit, his tie now cut in half. Peter RIPS the door off the AVC's car.
    PETER
    Ma'am, are you okay? Come on, you could still make your flight.
    ASSISTANT VICE CHANCELLOR
    (shaken, but relieved)
    Peter... you're a hero.
    PETER
    No, well, I'm-- No. I'm--
    ASSISTANT VICE CHANCELLOR
    I'm gonna talk to Admissions about your friends. And I'm gonna talk to them about you.
    PETER
    No, but, ma'am, this isn't about me.
    ASSISTANT VICE CHANCELLOR
    I am going to talk to them about your friends and you. Okay?
    PETER
    Really?
    ASSISTANT VICE CHANCELLOR
    And if you keep your noses clean, maybe you'll have a fair shot. Here--
    She shoves her bag into his arms.
    ASSISTANT VICE CHANCELLOR
    Get out of the way. Let me get that man.
    (to Doc Ock)
    Hey! You! I see you. Come here! That was not okay. Unbelievable!
    As she walks off, Doc Ock tries once more to grab Peter. But yet again, he's held in place by his tentacles.
    PETER
    Hey! Hey, hey, hey-- Until you stop trying to kill me...
    (re: Iron Spider controls)
    I'm in control, buddy. Of this whole tentacle situation you got going on here. Okay?! Now who are you? What is going--
    Peter's SPIDER-SENSE alerts him to the horizon. He wraps a tentacle around Doc Ock, holding him in place. DINK, DINK, DINK! A pumpkin bomb lands on the road. Who could it be...? BOOM-BANG! The bomb detonates! Peter activates his Iron Spider suit, as from out of the smoke and flames comes an EVIL CACKLE, then-- GREEN GOBLIN (Willem Dafoe) from SPIDER-MAN! Perched atop his glider.
    DOC OCK
    Osborn?
    As the glider flies towards them -- a RING OF SPARKS! Spider- Man and Doc Ock DISAPPEAR.

INT. SANCTUM SANCTORUM - ANCIENT CHAMBER - CONTINUOUS (DAY)
    WHOOSH! Spider-Man MATERIALIZES. Alone in the dark. He looks around, confused. SPIDER-SENSES FLARING. Cautious, Peter deactivates the Iron Spider suit, takes a few steps--
    PETER
    Doctor--
    ROAR! A creature LUNGES with slashing claws and teeth! Peter jumps back in shock, as the monster HITS AN INVISIBLE BARRIER. In a cell. LIZARD (Rhys Ifans)! From THE AMAZING SPIDER-MAN! Doc Ock STORMS at Peter -- THUD! He too hits an INVISIBLE BARRIER. In a cell. Peter staggers backward. A HAND clamps his shoulder-- Peter SCREAMS, whips around-- Reveal Dr. Strange, now battered and bruised.
    DR. STRANGE
    Be careful what you wish for, Parker.
    Ock POUNDS on the barrier.
    DOC OCK
    Let me out of here!
    PETER
    Can you please explain to me what is going on?
    DR. STRANGE
    That little spell that you botched where you wanted everyone to forget that Peter Parker's Spider-Man, it started pulling in everyone who knows Peter Parker's Spider-Man -- from every universe -- into this one.
    PETER
    From "every universe"?
    DOC OCK
    (to Dr. Strange)
    Who are you? And where am I?!
    DR. STRANGE
    (ignoring Ock, to Peter)
    I think it's better we don't engage with them because frankly the Multiverse is a concept about which we know frighteningly little--
    PETER
    (amazed)
    The Multiverse is real?!
    DR. STRANGE
    (sighs)
    This shouldn't even be possible.
    PETER
    But I thought you stopped the spell.
    DR. STRANGE
    No, I contained it.
    (re: Doc Ock)
    But it would appear that a few of them squeaked through.
    Off Peter, mind blown--
    DR. STRANGE
    After you left, I detected an otherworldly presence, I pursued it into the sewers, where I found that--
    (re: Lizard)
    --Slimy, green son of a gun.
    DOC OCK
    "Spell?" As in magic? What is this, a birthday party? Who is this clown? What is this madness?!
    DR. STRANGE
    (to Peter)
    Watch this.
    (then, to Doc Ock)
    Do you know a Peter Parker who's Spider-Man?
    DOC OCK
    Yes.
    DR. STRANGE
    (points at Peter)
    Is that him?
    DOC OCK
    No.
    DR. STRANGE
    (to Peter)
    See?
    As Peter considers that...
    DR. STRANGE
    Okay, here's what we gotta do. I don't know how many of these "visitors" we've got--
    PETER
    I saw another one. On the bridge. He was like a... like a flying green elf.
    DR. STRANGE
    Well he sounds jolly. Why don't you start with him. I need you to capture them, bring them here, while I figure out how to get them back before they destroy the fabric of reality. Or worse, Wong finds out.
    Dr. Strange heads for the exit.
    PETER
    Uh... Dr. Strange?
    DR. STRANGE
    (stopping, annoyed)
    What?
    PETER
    My friends and I just got a second chance to get into MIT, and if the school sees me fighting these crazy monsters, then--
    DOC OCK
    Hey, watch your mouth!
    PETER
    I'm sorry, but--
    DR. STRANGE
    You're seriously still talking about college?!
    Strange magically flies one of Peter's web shooters off his wrist and into his hand. He sends a SWIRL OF MAGIC into it.
    PETER
    Hey, what did you just do?
    DR. STRANGE
    This.
    Strange aims the web shooter and... THWIP! WEBS PETER! ZAP! Peter DISAPPEARS. WHOOSH! And REAPPEARS. Inside a cell.
    PETER
    Hey, you can't just--
    Peter walks into the magical cell wall.
    DOC OCK
    (dumfounded, to Dr. Strange)
    How did you do that?
    DR. STRANGE
    Lots of birthday parties.
    Strange crosses to an ANCIENT STONE DIAL and turns it. Peter's cell barrier drops, and he steps out.
    PETER
    Hey--
    Dr. Strange flies the enchanted web shooter back onto Peter's hand.
    PETER
    (taking it in)
    Whoa...
    DR. STRANGE
    One shot, send them here, move on. You're welcome. Get to work.
    As Strange moves off--
    PETER
    Sir?
    DR. STRANGE
    (sighs)
    Now what?
    PETER
    I know this is my mess, and I swear to you that I'll fix it, but I'm gonna need some help.
    Beat. Off Strange, considering...

INT. SANCTUM SANCTORUM - FOYER - LATER (DAY)
    Ned and MJ are led in by an unhappy Dr. Strange.
    NED
    (awestruck)
    I can't believe I'm in the Sanctum Sanctorum!
    DR. STRANGE
    (sotto)
    Neither can I.
    NED
    So, how did you know you were made of magic? Because my nana says that we have it in our family and sometimes I get these tinglings in my hands--
    DR. STRANGE
    You should talk to your physician.
    MJ
    Peter!
    Peter walks up from the basement.
    PETER
    Hey!
    MJ
    Hey!
    Peter and MJ hug.
    PETER
    I'm so sorry for dragging you into this. Listen, you just gotta help me find these guys--
    MJ
    You don't have to apologize, okay? You got us a second shot at MIT.
    NED
    So, how did the bad guys get here?
    Peter hesitates. Dr. Strange doesn't.
    DR. STRANGE
    He screwed up a spell trying to get you into college.
    MJ
    Wait, what? I thought it was the MIT lady you saved.
    NED
    You did it with magic?!
    PETER
    Uh, no, that was after. Listen let's just focus on the good news, okay?
    DR. STRANGE
    No, let's just focus on the bad news: as of now, you have detected zero multiversal trespassers, so... get on your phones, scour the Internet, and Scooby-Doo this shit.
    MJ
    (laughs, then)
    You're telling us what to do even though it was your spell that got screwed up, meaning that all of this is kinda your mess. You know, I know a couple of magic words myself, starting with the word "please."
    Dr. Strange softens, charmed.
    DR. STRANGE
    Please Scooby-Doo this shit.
    (then)
    You can work in the Undercroft.
    NED
    (awed)
    The Undercroft?!

INT. SANCTUM SANCTORUM - UNDERCROFT/ANCIENT CHAMBER - MOMENTS
    LATER (DAY) A lightbulb turns on to REVEAL... The Undercroft, a.k.a. a normal, boring basement.
    NED
    Badass!
    BUZZ! A nearby dryer signal goes off. Ned, MJ, and Peter take in the Christmas decorations, camping stuff... Ned grabs a crossbow, in awe.
    PETER
    Guys, listen, about this whole spell thing--
    MJ
    It's totally okay.
    PETER
    Wait really?
    MJ
    Yeah. I mean, I get it. You were just trying to fix things. And so, maybe just run it by us next time, you know? That way when you're thinking, "Hey, I'm about to do something that could break the universe," we could, like, help you. Workshop something... or brainstorm ideas...
    A smirk between them. MJ giving him shit. Becoming a genuine look. MJ forgiving him. Peter grateful for her.
    PETER
    Deal.
    Peter's eyes shift to Ned -- will he forgive him?
    PETER
    Ned?
    NED
    Oh, dude, I don't care. It's seriously not a big deal. Um--
    (then, excited)
    Oh! A torture rack!
    MJ
    That is a Pilates machine.
    (then, pointing to other room)
    That is...?
    PETER
    The crypt.
    MJ
    Okay, so... we get the rest of the guys, you zap them, Dr. Magic will send them back. And when we get into MIT, a round of stale donuts, my treat.
    NED
    Let's catch some Multiverse Men.
    DOC OCK
    Hey!
    Reveal Doc Ock watching Ned and MJ from his cell.
    DOC OCK
    Who the hell are these two?
    PETER
    These are my friends. This is MJ and uh, this is Ned.
    MJ
    Hey.
    NED
    Hello.
    PETER
    Uh, I'm sorry, what was your name again?
    DOC OCK
    Doctor Otto Octavius.
    A beat, then... they all laugh.
    PETER
    Wait, no seriously, what's your actual name?
    NED
    Oh, is that a dinosaur?!
    From his cell, Lizard scowls, unamused.

INT. SANCTUM SANCTORUM - UNDERCROFT/ANCIENT CHAMBER - LATER
    (DAY) ANGLE ON the holographic Iron Spider controls in command over Doc Ock's tentacles. QUICK POPS: -- Peter pulls his suit covered in green paint out of his backpack. -- As Peter grabs cleaning supplies, a doll on the shelf turns its face towards him. -- MJ scrolls through TikTok news updates on her phone. -- ZIP! Ned opens his backpack, pulls out his laptop, and turns it on. -- Curious, MJ pulls a box from a shelf, is surprised to read... it's a goatee template? -- Lizard sits in his cell, bored. Tosses a stone pebble. Peter scrubs his suit while on the phone with May.
    MAY (OVER PHONE)
    If the paint won't come off, bring it by the shelter and I'll get it out.
    PETER
    (into phone)
    No, no, no... May, we gotta find these guys first.
    MAY (OVER PHONE)
    Well, finish your mission and then come by. We're having a canned food drive.
    Peter turns his suit inside out to REVEAL A BLACK AND GOLD INTERIOR, devoid of green paint.
    PETER
    (sotto)
    That could work.
    NED
    Uh, I got one, I got one, I got one...
    PETER
    (into phone)
    Uh May, I gotta go, I'll call you back.
    MAY
    Okay, love you! Bye!
    Peter hangs up, joins MJ and Ned in front of Ned's laptop.
    NED
    I mean, you can take the guy out of the chair, but you can't take the chair out of the guy.
    MJ cocks her head -- not sure about that one.
    PETER
    What'd you find?
    NED
    Uh, there's a...
    (reading)
    "...disturbance near a military research facility outside of the city." And witnesses say that they saw a monster flying through the air.
    PETER
    That's got to be the guy I saw on the bridge right?
    DOC OCK (O.S.)
    That's impossible.
    Peter, Ned, and MJ look up at Doc Ock in his cell. As Peter moves towards him:
    PETER
    You know him, don't you? On the bridge, you said his name.
    DOC OCK
    Norman Osborn. Brilliant scientist. Military research. But he was greedy. Misguided.
    PETER
    What happened to him?
    Ock lunges forward, straining against the tentacles holding him in place.
    DOC OCK
    We tire of your questions, boy!
    PETER
    Okay. Um... I gotta go.
    (to Ned)
    Where am I going?
    DOC OCK
    It can't be him.
    MJ
    Why?
    DOC OCK
    Because Norman Osborn died. Years ago. So either we saw someone else. Or you're flying out into the darkness to fight a ghost.
    Off Peter, unsettled...

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

INT. SANCTUM SANCTORUM - UNDERCROFT - THAT NIGHT
    Ned opens the fridge door, pauses to examine boxes of takeout alongside otherworldly specimens held in old mason jars. What the...? Ned joins MJ at his laptop.
    MJ
    (into laptop camera)
    Keep an eye out on the trees. We don't really know where this guy is.
    ON NED'S LAPTOP: a live-feed of Spider-Man's POV as he swings.

EXT. POWER LINES/EXT. FOREST - SAME TIME (NIGHT)
    REVEAL Spider-Man's CELL PHONE, duct-taped to his chest. ON THE SCREEN: MJ and Ned (via FaceTime). \[NOTE: This device is used throughout the following sequence. MJ and Ned participate in the action, right along with Spider- Man, their reactions visible on Spider-Man's chest.\]
    MJ (ON PHONE SCREEN)
    I genuinely don't know how you do this without throwing up.
    Spider-Man swings down from the power lines, landing in a dark forest. He walks forward, on alert... when SOMETHING MOVES THROUGH THE TREES!
    SPIDER-MAN
    Did you guys see that?
    MJ (ON PHONE SCREEN)
    Um... no?
    NED (ON PHONE SCREEN)
    It's really dark.
    More RUSTLING, now in the trees behind Spider-Man. He turns-- But nothing's there. In the distance, an owl CALLS. The wind WHISTLES through the trees...
    SPIDER-MAN
    Okay, okay, okay...
    Spider-Man continues on, searching, when-- He stops, SPIDER-SENSE flaring as an EERIE BLUE LIGHT CRACKLES behind him.
    NED (ON PHONE SCREEN)
    What's happening?
    MJ (ON PHONE SCREEN)
    Peter, what is it?
    Spider-Man readies his web shooter. Three glowing rings appear...
    MJ (ON PHONE SCREEN)
    Are you getting, like, the tingle thing? Is the tingle thing happening? Is your tingle tingling?
    Spider-Man quickly turns to see-- A BLUE GHOST. Hovering above the power lines, drawing energy from them. ELECTRO (Jamie Foxx) from THE AMAZING SPIDER-MAN 2! His spectral form at the movie's end.
    SPIDER-MAN
    Are you guys seeing this?
    MJ (ON PHONE SCREEN)
    Yeah...
    NED (ON PHONE SCREEN)
    Osborn?
    SPIDER-MAN
    No. He was green, this guy's blue.
    (calls out)
    Uh... you wouldn't happen to be from another universe, would you?
    No reply, save for the CRACKLING BURSTS of electricity.
    MJ (ON PHONE SCREEN)
    What's he doing?

INT. SANCTUM SANCTORUM - UNDERCROFT - SAME TIME (NIGHT)
    ANGLE ON Ned and MJ, watching this all on Ned's laptop.
    SPIDER-MAN (OVER LAPTOP SPEAKERS)
    I don't know. It looks like he's charging.
    MJ shakes her head, concerned.
    MJ
    I don't like this. Just web him.

EXT. POWER LINES/EXT. FOREST - SAME TIME (NIGHT)
    Spider-Man MAGIC-WEBS at Electro... But the web goes through his spectral form and hits a tree.

INT. SANCTUM SANCTORUM - ANCIENT CHAMBER - SAME TIME (NIGHT)
    WHOOSH! A HUGE TREE appears in a cell, CRUNCHED into the confines of the space! MJ and Ned react, startled.
    MJ/NED
    Whoa!

EXT. POWER LINES/EXT. FOREST - SAME TIME (NIGHT)
    CLOSE ON Electro as he JOLTS AWAKE! He spots Spider-Man-- Electro BLASTS BOLT AFTER BOLT at a retreating Spider-Man. On his cellphone screen, Ned and MJ try to direct him:
    NED (ON PHONE SCREEN)
    Dude, go left! Left, dude, left! Left, go-- Left, yes!
    MJ (ON PHONE SCREEN)
    (to Ned)
    What are you doing?
    (to Spider-Man)
    Go right!
    Over their ongoing "advice"...
    SPIDER-MAN
    Guys! This is not helping!
    Electro suddenly appears before Spider-Man. With a BLAST, he sends Spider-Man tumbling to the ground.

INT. SANCTUM SANCTORUM - UNDERCROFT - SAME TIME (NIGHT)
    Ned's laptop screen sputters, losing connection...
    MJ
    Oh, no, no, no... what happened? Peter?
    NED
    (panicking)
    Uh...
    MJ
    Peter!

EXT. POWER LINES/EXT. FOREST - SAME TIME (NIGHT)
    Spider-Man writhes on the ground, reeling from the blast. Suddenly-- Electro charges at him, shooting another bolt, when-- A WALL OF SAND whirls up and takes the brunt of the shock... out of the swirling mass, a face appears...
    SPIDER-MAN
    Whoa!
    It's SANDMAN (Thomas Haden Church) from SPIDER-MAN 3!
    SANDMAN
    Peter, it's me! Flint Marko! You remember?
    SPIDER-MAN
    I'm Peter, but I'm not your Peter.
    SANDMAN
    What do you mean you're "not my Peter?" What the hell is going on?!
    SPIDER-MAN
    I'll explain everything. But first, can you help me stop this guy?
    SANDMAN
    Okay.
    SPIDER-MAN
    You try to surround him and I'll pull the plug. All right, let's go!
    Spider-Man WEBS and SWINGS back up into the fight, Sandman acting as a wall of protective sand around him. SPIDER-MAN AND SANDMAN VS. ELECTRO! Electro launching electricity bolts! Sandman turns into a SAND TYPHOON, swirling around Electro. Spider-Man lands on a transmission tower, DODGES blast after blast of electricity... Sandman's face appears in the swirling typhoon.
    SANDMAN
    I can't... hold him much longer!
    SPIDER-MAN
    I got it, I got it!
    One by one, Spider-Man WEBS the various transmission towers... pulling back... SPARKS! The lines begin to rip... Electro's body grows dimmer as he draws less and less power... Spider-Man SEVERS the last power line and is THROWN BACK, slide-landing onto the ground. Electro expends his seemingly last BLAST -- before falling to the ground. Sandman appears at Spider-Man's side as he peels off his mask.
    SANDMAN
    A different Peter. Weird.
    Peter slaps Sandman's hand--
    PETER
    Thanks.
    --Sandman's hand scatters in the wind.
    PETER
    Sorry.
    SANDMAN
    Don't worry about it.
    Reveal Electro. Now in HUMAN FORM. He looks around, remnants of electricity CRACKLING down his arm...
    ELECTRO
    I got my body back.
    PETER
    Hey, um... this is gonna sound really crazy, but uh... this isn't your universe.
    ELECTRO
    Another universe?
    PETER
    Uh-huh.
    SANDMAN
    What?!
    ELECTRO
    That's what I was feeling. The power, it's different... I like it!
    As Electro's eyes FLASH--
    SANDMAN
    Easy, buddy.
    PETER
    It's actually my fault that you're here.
    ELECTRO
    Like... like the universe? Or the woods? I hate the woods.
    PETER
    I meant the universe, sir.
    ELECTRO
    So what? Y'all just gonna stand here and act like I ain't butt-ass naked?
    SANDMAN
    I am.
    Peter quickly looks away...
    PETER
    Uh, no, no... uh... I uh--
    Peter looks aside, sees a UTILITY SHED with some line worker clothes inside.

INT. SANCTUM SANCTORUM - ANCIENT CHAMBER - MOMENTS LATER
    (NIGHT) WHOOSH! Electro MATERIALIZES in a cell in ConEd clothes. MJ and Ned react -- whoa. As Doc Ock waves to Electro from his own cell...

EXT. POWER LINES/EXT. FOREST - SAME TIME (NIGHT)
    Sandman reacts to Peter magic-webbing Electro, spooked.
    SANDMAN
    What was that? What did you just do to him?
    PETER
    No, no, no, it's okay, it's okay, it's okay...
    SANDMAN
    Did you kill him?
    Sandman is becoming angry.
    PETER
    Whoa, whoa, whoa, listen, I can explain everything. You just have to trust me, please just trust me--
    SANDMAN
    I don't trust you! I don't know you!
    Sandman lunges at Peter -- who FIRES his magic web shooter. WHOOSH! Sandman's gone.

INT. SANCTUM SANCTORUM - ANCIENT CHAMBER - CONTINUOUS (NIGHT)
    Sandman MATERIALIZES in an empty cell. Furious, he pounds his fists against the barrier.
    SANDMAN
    Ugh, what is this?!
    ELECTRO
    You picked the wrong side.
    Electro hears laughter -- looks over, spots Lizard.
    ELECTRO
    Connors?
    DOC OCK
    Wait. You know this creature?
    ELECTRO
    No, no, no, no... not a creature. A man.
    Ned and MJ watch this whole scene play out.
    NED
    Whoa, same universes.
    ELECTRO
    Dr. Curt Connors. He was a scientist at Oscorp when I worked there. A brilliant scientist. Until he turned himself into a lizard. Then he tried to turn the whole city into lizards, it was crazy!
    LIZARD
    It wasn't crazy, Max. It was the next step in human evolution.
    NED
    The dinosaur can talk?!
    MJ
    Lizard.
    NED
    Right.
    LIZARD
    Speaking of which -- what happened to you? Last I recall, you had bad teeth, glasses, and a combover. Did you get a makeover? You know I can give you a real makeover.
    ELECTRO
    Let me guess, into a lizard?
    LIZARD
    Exactly!
    SANDMAN
    Would you two just shut up?! Where are we?
    NED
    It's complicated--
    MJ
    A wizard's dungeon.
    ELECTRO
    A wizard's... a wizard's dungeon?
    MJ
    There's no real way to sugar coat that. It's literally the dungeon of a wizard.
    ELECTRO
    Look, you can keep your magic.
    (re: glowing hands)
    I want a taste of that new energy I just felt.
    The overhead lights flicker. MJ's phone RINGS. She answers.
    MJ
    (into phone)
    Oh, Peter, hey!

EXT. POWER LINES/EXT. FOREST - INTERCUT - SAME TIME (NIGHT)
    Peter is on the phone, surrounded by downed power lines.
    PETER
    (into phone)
    Hey, uh... did those guys come through yet? There should be an electric guy and a sand guy.
    MJ
    Yeah, they're all here and locked up.
    PETER
    (into phone)
    Okay, perfect. I'm gonna just stay here for a bit and try and fix some of this damage so they don't blame it on me again.
    MJ
    Okay.
    PETER
    But hey, I uh... I couldn't do any of this without you so... thank you.
    MJ
    Yeah, of course.
    Ned inspects the tree in one of the cells, turns to MJ.
    NED
    Hey, ask him if this is, like, a tree monster, or like a scientist that turned into a tree...?
    ELECTRO
    It's just a tree, man. Just a tree.

EXT. NEW YORK CITY SKYLINE - ESTABLISHING SHOT - DAWN
    Day breaks through the skyline of Manhattan.

EXT. NYC ALLEY - MORNING
    In a deserted alley, NORMAN OSBORN desperately tries to cover up the Goblin Glider with trash.
    GREEN GOBLIN (V.O.)
    Coward! We have a new world to conquer.
    Norman turns, sees the Green Goblin mask hanging on a nearby dumpster. He trembles with fear.
    GREEN GOBLIN (V.O.)
    You make me sick.
    NORMAN
    Leave me alone. Please...
    GREEN GOBLIN (V.O.)
    Hiding in the shadows. Hiding from who you truly are.
    NORMAN
    No!
    GREEN GOBLIN (V.O.)
    You can't escape yourself!
    Norman picks up a brick and SMASHES the mask. He runs off, Green Goblin's CACKLING LAUGHTER echoing around him...

EXT. POWER LINES/EXT. FOREST - MORNING
    Peter swings down, looks at his handiwork -- power lines held together precariously with a lot of webs. His phone VIBRATES with a call from May.
    PETER
    (into phone)
    Hey, May.
    MAY (OVER PHONE)
    Hey, Peter. I'm at work and um...
    (whispers)
    One of the guys you're looking for just walked in.
    Off Peter's concerned face...

EXT. F.E.A.S.T. SHELTER - LATER (MORNING)
    A billboard for the F.E.A.S.T. shelter featuring a waving Spider-Man. But someone has crossed out his face and graffitied "MYSTERIO WAS RIGHT." Spider-Man SWINGS past the sign, landing in front of the shelter doors. He quickly runs inside--

INT. F.E.A.S.T. SHELTER - CONTINUOUS (MORNING)
    Spider-Man searches, frantic. He pulls off his mask.
    PETER
    May! Where's May?
    A FOOD SERVICE WORKER points Peter towards the kitchen.
    PETER
    Thank you!
    Peter takes off, rounding the kitchen door to find... MAY HAVING TEA WITH NORMAN OSBORN. No armor. Dressed in ill-fitting clothes from the donation bin. Nursing tea in a mug, he looks tired, disoriented... even fragile.
    MAY
    Ah, hey, here he is! Norman, this is my nephew.
    Peter is totally thrown.
    PETER
    Norman Osborn? I thought that you--
    NORMAN
    I saw Spider-Man in an ad for this place. And I thought he could help me. But you're not him.
    PETER
    Wait, so you want Spider-Man's help?
    MAY
    He... he just wandered in.
    NORMAN
    I didn't know where else to go. Someone's living in my house.
    NORMAN
    Oscorp doesn't exist. My son...
    (beat, then)
    Sometimes I'm not myself. I'm... someone else.
    MAY
    Uh huh.
    NORMAN
    And every time he's in control, I can't remember.
    MAY
    Who is that?
    NORMAN
    And now I'm here--
    MAY
    Who's "in control?"
    NORMAN
    --In this place--
    MAY
    Norman, who's in control?
    NORMAN
    --In this city, and I don't know--
    MAY
    Uh huh.
    NORMAN
    --I don't know why, what's going on with me? And I don't--
    May tries to calm him, comfort him.
    MAY
    Okay, okay, okay...
    NORMAN
    It doesn't make sense.
    May pulls Peter aside.
    MAY
    He's lost. And I don't mean just in the cosmos, I mean in his mind. Are they all like this?
    PETER
    Yeah.
    MAY
    Yeah?!
    PETER
    Well, I mean, they all have their own mental and physical issues.
    MAY
    Well, he needs help, and maybe they all do.
    PETER
    Wait, you don't mean--? No May, this isn't my problem.
    MAY
    Peter. Not your problem?
    May locks eyes with Peter -- is he being honest with her and himself?
    MAY
    Hmm?
    PETER
    May, their chance of getting help is way better back where they came from. Sending them home, that's the best thing that we can do for them.
    MAY
    For them? Or for yourself?
    Her words hit Peter hard. She's guiding him, but leaving the choice open. He hesitates.
    MAY
    Look around you. This is what we do. We help people.
    PETER
    This is what's best. For them. Trust me.
    Off May, not entirely sold by that...

INT. DAILY BUGLE CONTROL ROOM - DAY
    Daily Bugle EMPLOYEES in a TV control room watch as J. Jonah Jameson wraps up a segment.
    J. JONAH JAMESON (ON SCREEN)
    But the fact remains, Spider-Man is a menace! We'll be right back...

INT. DAILY BUGLE STUDIO - SAME TIME (DAY)
    Reveal J. Jonah behind a desk in a professional news studio. He gestures to a bottle of vitamins at his side.
    J. JONAH JAMESON
    ...After a brief word from Daily Bugle Supplements. The only other daily fix you need.
    PRODUCER (O.S.)
    And we're out.
    J. Jonah answers his phone:
    J. JONAH JAMESON
    What?

EXT. F.E.A.S.T. SHELTER - INTERCUT - SAME TIME (DAY)
    A DAILY BUGLE LACKEY sits in a parked car. He watches as a truck from the shelter pulls away.
    DAILY BUGLE LACKEY
    (into phone)
    I got eyes on him. He's with his aunt, some guy I don't know.
    J. JONAH JAMESON
    (into phone)
    You sure?
    DAILY BUGLE LACKEY (O.S.)
    They're just leaving the shelter.
    J. JONAH JAMESON
    Okay, don't lose him!
    As J. Jonah eagerly walks off set...

EXT. SANCTUM SANCTORUM/INT. SHELTER TRUCK - LATER (DAY)
    May parks the F.E.A.S.T. truck outside the Sanctum Sanctorum. As Peter and Norman exit--
    NORMAN
    Thanks, May! Hope to see you again.
    MAY
    Hey...
    Peter turns back to his aunt.
    MAY
    He trusts you. So do I.
    A beat as Peter takes that in, then--
    PETER
    Thanks for cleaning my suit.
    Reveal Peter in his black and red suit (no longer turned inside-out, the green paint removed). As Peter hops out of the van:
    PETER
    I'll see you later!

INT. SANCTUM BASEMENT - UNDERCROFT - MOMENTS LATER (DAY)
    Peter walks Norman over to MJ and Ned, who are seated in front of Ned's laptop. They turn.
    PETER
    Um, guys, this is uh... Mr. Osborn.
    NORMAN
    (correcting)
    It's Doctor.
    PETER
    Sorry. Um, Doctor Osborn, these are my friends. This is Ned and MJ.
    NORMAN
    Mary Jane?
    MJ
    It's Michelle Jones, actually.
    Norman reacts, understanding. Another universe.
    NORMAN
    Fascinating...
    His attention is then drawn to the imprisoned villains below.
    NED
    (aside, to MJ)
    Do you think there are other Ned Leeds-es?

INT. SANCTUM SANCTORUM - ANCIENT CHAMBER - CONTINUOUS (DAY)
    Norman looks around, then spots Doc Ock in his cell.
    NORMAN
    Octavius?
    DOC OCK
    (amazed)
    ...Osborn?
    NORMAN
    (re: Ock's tentacles)
    What... what happened to you?
    DOC OCK
    What happened to-- You're the walking corpse!
    NORMAN
    What do you mean?
    DOC OCK
    You died, Norman. Years ago.
    Peter looks up, having overheard.
    NORMAN
    You're insane.
    ELECTRO
    God, I love it here.
    Peter enters, gestures at Norman.
    PETER
    (to Doc Ock)
    What are you talking about? He's standing right there. He's not--
    SANDMAN
    Dead. They both died. Fighting Spider-Man.
    Norman looks to Peter -- is this true? But Peter is just as shocked as him.
    SANDMAN
    It was all over the news. Green Goblin? Impaled by the glider you flew around on.
    As this sinks in for Norman, Sandman turns to Doc Ock.
    SANDMAN
    And a couple years later, you, Doc Ock, drowned in the river with your machine.
    DOC OCK
    That's nonsense! Spider-Man was trying to stop my fusion reactor. So I stopped him! I had him by the throat and then I...
    (struggling to remember)
    And then I was here.
    ELECTRO
    Oh please, let me tell you something. I was whooping Spider- Man's ass -- he'll tell you. And then he caused an overload, I was stuck in the grid, absorbing data, I was about to turn into pure energy and then-- And then, uh-- And then--
    (realizes)
    Oh, shit. I was about to die.
    LIZARD
    Max, do you know -- do I die?
    MJ and Ned join Peter, alarmed by what they're hearing. WHOOSH! A PORTAL OPENS. Dr. Strange enters with an elaborately designed puzzle box, the corrupted spell trapped inside. He spots Norman.
    DR. STRANGE
    Oh great, you caught another one.
    Strange flicks his wrist--
    PETER
    No no no, wait, Strange, he's not--
    --And transports Norman into a cell.
    PETER
    (to Norman)
    It's okay. Um...
    (then, re: The Box)
    What is that?
    DR. STRANGE
    It's an ancient relic. La Macchina di Kadavus. I've trapped your corrupted spell inside, and once I finish the proper ritual, it'll reverse the spell. And send these guys back to their universes.
    DOC OCK
    And then what? We perish?
    ELECTRO
    Nah, no thanks, I'll pass on that.
    NORMAN
    Let me out of here. Peter!
    PETER
    Strange, we can't send them back. Not yet.
    Strange reacts -- not yet?
    DR. STRANGE
    Why?
    PETER
    Some of these guys are gonna die.
    DR. STRANGE
    Parker... it's their fate.
    PETER
    Come on, Strange. Have a heart.
    DR. STRANGE
    In the grand calculus of the Multiverse, their sacrifice means infinitely more than their lives.
    Peter takes that in, conflicted.
    DR. STRANGE
    I'm sorry, kid. If they die, they die.
    Dr. Strange turns back to solving The Box. Peter turns to Ned and MJ -- what should he do? GOLDEN LIGHT begins to envelope the villains in their cells.
    NORMAN
    Peter!
    The villains react, nervous and uneasy, as the GOLDEN LIGHT around them glows brighter... The Box is almost solved. A triangular BUTTON appears on top. As Strange goes to press it... TWHIP! Peter WEBS The Box.
    DR. STRANGE
    Don't!
    Peter YANKS The Box away just as-- THWIP! He MAGIC WEBS Dr. Strange into Sandman's cell!
    NED
    Dude, what are you doing?
    MJ
    Peter, you better go. Go!
    As Peter takes off running, Dr. Strange frees himself from Sandman.
    DR. STRANGE
    This is why I never had kids.
    Strange easily walks out of the cell, while Sandman SMACKS into the transparent wall.

EXT. SANCTUM SANCTORUM - MOMENTS LATER (DAY)
    Spider-Man races outside with The Box and WEBS AWAY -- right into a SERIES OF PORTALS that appear before him. WHOOSH! He comes out of one and lands right back in front of the Sanctum. Dr. Strange glares at him.
    DR. STRANGE
    Give me The Box.
    SPIDER-MAN
    No.
    Spider-Man tries to MAGIC WEB Dr. Strange, but the shooter malfunctions... then completely DISAPPEARS!
    SPIDER-MAN
    Whoa!
    Spider-Man quickly WBES away with The Box. But his web flies into a PORTAL... and out another... WEBBING HIS OWN FOOT. He's stuck, dangling between the two portals, struggling. Using an Eldritch Whip, Dr. Strange pulls Spider-Man down and KNOCKS HIS ASTRAL BODY OUT OF HIS PHYSICAL BODY. Ghostlike, Spider-Man's Astral Body -- in the form of Peter Parker -- floats nearby.
    PETER (ASTRAL BODY)
    Oh my God, I'm dead.
    DR. STRANGE
    You're not dead. You've just been separated from your physical form.
    PETER (ASTRAL BODY)
    My physical-- What?!
    Spider-Man's Physical Body stands there, seemingly lifeless, holding The Box. Dr. Strange reaches for The Box-- But Spider-Man's Physical Body moves The Box away. Somehow Astral Peter is controlling Spider-Man's Physical Body!
    DR. STRANGE
    How are you doing that?
    PETER (ASTRAL BODY)
    I have no idea...
    DR. STRANGE
    (reaching for The Box)
    You should not... be able... to do that.
    PETER (ASTRAL BODY)
    (re: astral form)
    This feels amazing.
    Astral Peter "swims" back to reenter his Physical Body... Spider-Man's immediately TOSSED BACK onto the road. He flips upright.
    SPIDER-MAN
    That might have been one of the coolest things that's ever happened to me. But don't ever do that again.
    Spider-Man WEBS off with The Box. Dr. Strange sends the Cloak of Levitation after him. WHOOSH! The Cloak GRABS onto Peter.
    SPIDER-MAN
    Hey-- get off of me!
    Cloak flings Spider-Man back. With a flick of his wrist, Dr. Strange sends Spider-Man crashing into--

EXT. THE MIRROR DIMENSION - NEW YORK CITY - CONTINUOUS (DAY)
    An EXACT REPLICA of the city, but separated from the real one, so they can fight unseen and without hurting anyone. Spider-Man free-falls, tightly gripping The Box. Dr. Strange flies after him, Cloak now billowing off his back. Strange manipulates the Mirror Dimension... A DEPARTMENT STORE FOLDS INTO ITSELF! Spider-Man WEBS, deftly navigating the building as it bends its way around him. He hurtles out a window, making his way through Central Park, still clutching The Box. Dr. Strange waves his hands to create a MAGICAL CLOTHESLINE. WHACK! Spider-Man is flung backwards-- Right into the path of a SUBWAY TRAIN, roaring out of a PORTAL opened by Strange! The Box lands on the train's roof. As Dr. Strange goes to grab it-- Spider-Man WEBS The Box back. Strange sighs. Spider-Man crawls on top of the train.
    SPIDER-MAN
    What is this place?
    DR. STRANGE
    The Mirror Dimension. Where I'm in control.
    Dr. Strange waves his hands, again altering the Mirror Dimension. The skyscrapers of New York City fold, bending into the rising peaks and valleys of--

EXT. THE MIRROR DIMENSION - NEW YORK CITY/THE GRAND CANYON -
    CONTINUOUS (DAY) The subway train careens through the two worlds of New York City and the Grand Canyon, now fused together. Spider-Man and Dr. Strange stand off on the train's roof.
    SPIDER-MAN
    Strange, stop! Can we please just talk about this?!
    DR. STRANGE
    Parker, don't you realize that in the Multiverse there are an infinite number of people who know Peter Parker is Spider-Man.
    (re: Box)
    And if that spell gets loose, they're all coming here!
    SPIDER-MAN
    Look, I know. I get it! But we can't just send them home to die.
    DR. STRANGE
    It's their fate. You can't change that any more than you can change who they are.
    SPIDER-MAN
    But what if we could? What if we could change their fate?
    Strange manipulates the Mirror Dimension...
    SPIDER-MAN
    Whoa, whoa... what are you doing?
    The train car duplicates again and again, becoming a spinning vortex around Spider-Man. As Spider-Man turns and runs off--
    SPIDER-MAN
    I'm not giving you the-- Whoa!
    Dr. Strange PORTALS him -- dropping Spider-Man down one portal, through to the next, in a state of CONSTANT FREE- FALL. As Peter drops in and out, over and over-- Cloak flies in and grabs The Box back! Spider-Man. Cloak. Box. Spider-Man. Cloak. Box. Until-- Spider-Man WEBS the other side of Cloak, suspending them between the two portals.
    SPIDER-MAN
    Give me that back!
    As Cloak and Spider-Man battle it out, Dr. Strange lassos Cloak and The Box, pulling them away from Peter... bending the two portals closer and closer towards each other, when-- WHOOSH! The two portals fall in on each other. Everything begins SPINNING! New York streets kaleidoscopically folding into Grand Canyon rock walls. The Box goes flying. Dr. Strange, Cloak, and Spider-Man plummet after it. Spider-Man lands on top of a rock, noticing...
    SPIDER-MAN
    Wait a minute. Is that an Archimedean spiral? The Mirror Dimension is just geometry? You're great at geometry! You can do geometry!
    Spider-Man WEBS off as Dr. Strange GRABS hold of The Box, Cloak once more wrapped around him. THWIP! THWIP! Spider-Man WEBS in random directions--
    SPIDER-MAN
    Square the radius... divide by Pi... at flat points along the curve...
    DR. STRANGE
    It's over, Parker. I'll come pick you up when it's done.
    Dr. Strange opens a PORTAL back to the Sanctum. As Spider-Man continues to WEB in random directions...
    SPIDER-MAN
    Hey, Strange! You know what's cooler than magic?
    Dr. Strange's foot snags on one of Spider-Man's seemingly random webs. Then the shifting of Mirror Dimension objects brings another web right into him.
    SPIDER-MAN
    Math!
    Strange looks around. Webs everywhere, closing in on him as the rocks turn and spin -- not so random after all -- as Strange is completely ensnared in a web! Spider-Man drops down in front of Dr. Strange and WEBS back The Box.
    DR. STRANGE
    Don't do this.
    Spider-Man WEBS the SLING RING off Dr. Strange's finger.
    DR. STRANGE
    Ow.
    SPIDER-MAN
    I'm sorry, sir. But--
    He dives through the PORTAL with The Box and Sling Ring.

INT. SANCTUM SANCTORUM - ANCIENT CHAMBER - CONTINUOUS (DAY)
    Spider-Man looks back through the PORTAL.
    SPIDER-MAN
    I have to try.
    Dr. Strange stares back, equal parts furious and concerned, as the PORTAL CLOSES. Ned and MJ approach--
    NED
    Dude, what happened?
    SPIDER-MAN
    I just had a fight with Dr. Strange and I totally won!
    NED
    What?!
    SPIDER-MAN
    Lookit, I stole his ring thing.
    Ned grabs the ring from Peter.
    NED
    Whoa!
    SPIDER-MAN
    I was swinging through the city and then I went through this massive--
    He pulls off his mask.
    PETER
    --Mirror thing. And then I was back in the city--
    MJ
    Where is he? Where is he--
    PETER
    Uh, he's trapped, but I'm not sure for how long.
    DOC OCK
    You could have just left us to die. Why didn't you?
    MJ
    'Cause that's not who he is.
    Peter reacts to these words, takes in the villains in their cells.
    PETER
    I think I can help you guys. If I can fix what happened to you, then when you go back, things will be different, and you might not die fighting Spider-Man.
    ELECTRO
    What do you mean "fix" us?
    PETER
    Look, our technology is advanced, and I'm--
    NORMAN
    I can help you. You know, I'm something of a scientist myself. Octavius knows what I can do.
    DOC OCK
    "Fix?" You mean like a dog? I refuse.
    PETER
    I can't promise you guys anything. But at least this way you actually get to go home and have a chance... a second chance. I mean, come on. Isn't that worth trying?
    LIZARD
    Trust me, Peter. When you try to fix people there are always consequences.
    PETER
    I mean, you don't have to come. I also didn't know that you could talk.
    Lizard shrugs.
    PETER
    But if you stay here... you're gonna have to deal with the wizard.
    LIZARD
    Ah, so we go along or die. Not much of a choice, is it?
    SANDMAN
    I just want to go home.
    ELECTRO
    Well, I myself don't want to be killed, especially by a guy dressed like Dungeons & Dragons, so... what's your plan?
    PETER
    (lying)
    I have it all under control.
    Peter pulls Ned and MJ aside.
    PETER
    (re: The Box)
    What are we gonna do about this thing?
    MJ
    Uh, well, we need to find somewhere safe for it, right?
    PETER
    Yeah. Sure, right.
    NED
    Yes, yes.
    PETER
    (to MJ)
    You gotta take it.
    MJ
    Wait, what?
    PETER
    If something bad happens, I'll text you and then you just push this and then it's all over and they'll all be gone.
    MJ
    Peter, we're going with you. We're not gonna leave you.
    PETER
    You can't come with me, it's too dangerous. You guys have already done enough.
    NED
    Peter, we're in this together.
    PETER
    I know we're in this together, Ned. But I can't do this if I know that you're in danger. Okay? So for me, MJ, please, just take this? ...Please?
    MJ
    (caving)
    Fine.
    MJ takes The Box.
    PETER
    Thank you.
    MJ
    But Peter, I swear, if I don't hear from you, I'm pressing the button.
    PETER
    Sure.
    MJ
    Okay.
    (to villains)
    And I will do it!
    ELECTRO
    (skeptical)
    Yeah, we all believe you, Michelle.
    LIZARD
    No way that's his girlfriend. No way.
    PETER
    (re: Box)
    She'll do it.
    NED
    Absolutely. She will.
    Peter turns from the villains, back to Ned.
    PETER
    Okay. See you later?
    NED
    Be safe.
    PETER
    You too.
    Peter and Ned do their special handshake from HOMECOMING. As they bump hands, a SPARK emits from Dr. Strange's Sling Ring.
    PETER/NED
    Whoa.
    NED
    Okay...
    Ned heads off, as MJ kisses Peter goodbye.
    MJ
    Be careful, okay?
    PETER
    Yeah, you too.
    MJ follows after Ned. Peter turns to the villains.
    PETER
    So, uh... who's coming with me?
    As Norman considers this, then Doc Ock...
    ELECTRO
    Well, I'm in. But... if this goes sideways, imma fry you from the inside out.

INT. HAPPY'S CONDO - LIVING ROOM - LATER (DAY)
    CLICK. CLICK. CLICK. The many locks release and the door opens. The villains hustle inside, past the security camera. As May enters...
    PETER
    Where's Connors?
    MAY
    He told me he wants to stay in the truck.
    PETER
    Okay.
    ALARM SYSTEM VOICE (V.O.)
    Alarm system deactivated.
    As Peter closes the door, he whispers aside to May:
    PETER
    Hey, May?
    MAY
    Yeah?
    PETER
    I feel kinda bad using Happy's place like this.
    MAY
    No, no, no, he'll get over it.
    REVEAL the absurd juxtaposition of the villains (sans Lizard) in Happy's bachelor pad: Electro shoots energy at the TV, and shorts it out.
    NEWS ANCHOR VOICE (FROM TV)
    A majority of New Yorkers oppose the Statue of Liberty's renovation.
    Sandman sits on the black leather sofa. Sand FALLS everywhere.
    SANDMAN
    Oh... sorry.
    He tries to brush it off the sofa. Unsuccessful. Norman puzzles over DUM-E in the kitchen. Doc Ock is wrapped into submission by his own tentacles. He scowls.
    DOC OCK
    So this is your plan, Peter? Hmm? No lab, no facilities, just performing miracles in a condominium? Hmm? What, are you going to cook us some cures and some frozen burritos in a microwave?
    NORMAN
    I could go for a burrito.
    DOC OCK
    He's gonna kill us all.
    PETER
    Well, let's hope not. You're up first, Doc.
    Ignoring Ock, Peter walks to the storage room.
    DOC OCK
    What? Hey, I told you, I don't need fixing.

INT. HAPPY'S CONDO - STORAGE ROOM - CONTINUOUS (DAY)
    As Peter enters...
    DOC OCK
    I don't need fixing!

INT. HAPPY'S CONDO - LIVING ROOM - SAME TIME (DAY)
    Doc Ock fumes.
    DOC OCK
    Especially by a teenager using scraps from a bachelor's junk drawer.
    Electro follows after Peter.
    ELECTRO
    Nah, nah, nah. He got something back there. I can feel it. That weird energy.

INT. HAPPY'S CONDO - STORAGE ROOM - SAME TIME (DAY)
    CLOSE ON the tarp being removed from the large case (marked "Stark Cases") that Peter saw before. Norman, Electro, and May enter--
    NORMAN
    What the hell is that?
    PETER
    It's a Fabricator.
    Peter presses a button on the case -- it unfolds to reveal a STARK FABRICATOR, a portable version of the machine Peter used on the jet in FAR FROM HOME. Powered by an ARC REACTOR.
    PETER
    It can analyze, design, construct basically anything.
    MAY
    I thought that was the tanning bed Happy broke.
    ON THE FABRICATOR: readouts come alive, sections open and extend outward, growing to full size. Electro's eyes light up at the sight of the arc reactor.
    ELECTRO
    Look at that.
    The unfolding machine keels forward and--

INT. HAPPY'S CONDO - KITCHEN - SAME TIME (DAY)
    WHAM! Punches a hole in the kitchen wall. Doc Ock glares.
    DOC OCK
    He's gonna kill us all.

EXT. HAPPY'S CONDO BUILDING - PLAZA - EARLY EVENING
    Two PEDESTRIANS walk by the F.E.A.S.T. truck. BANG! RAWR! As the truck gently shakes--
    PEDESTRIAN
    Whoa... what's going on there?

INT. HAPPY'S CONDO - STORAGE ROOM - THAT NIGHT
    Peter works at the Fabricator. CLOSE ON a holographic scan of Doc Ock's compromised chip.
    PETER
    So the chip in the back of Doc's neck was designed to protect his brain from the A.I. system that's controlling these tentacles. But if you look here...
    Peter rotates the hologram with his hands. He singles out the compromised chip.
    PETER
    The chip is fried. So rather than him being in control of the tentacles, the tentacles are now in control of him. Which I guess explains why he is so miserable all the time.
    Norman takes in the holographic chip, intrigued and amazed.

INT. HAPPY'S CONDO - KITCHEN - NIGHT
    ANGLE ON the holographic Iron Spider controls in command over Doc Ock's tentacles. REVEAL Doc Ock, his tentacles still wrapped around him as restraints. May taps one of them, holds up a glass of water.
    MAY
    Thirsty?
    DOC OCK
    Why yes, I am thirsty.
    MAY
    Fresh water or salt?
    (off his look)
    You know, because you're an octopus?
    DOC OCK
    ...What?
    MAY
    Fresh water it is.

INT. HAPPY'S CONDO - LIVING ROOM - NIGHT
    By the windows, Electro stares out at the world.
    ELECTRO
    Look at this place. And all the possibilities...
    SANDMAN
    What? This condo?
    ELECTRO
    Yeah, yeah, the condo. I love the whole open floor plan. No. Nah, man. I'm talking about the world.
    (re: his cool new self)
    I kind of like who I am here.
    Electro glances toward the storage room... THE ARC REACTOR.
    ELECTRO
    And all that power back there... I could be so much more.
    (then)
    So why'd you come along?
    SANDMAN
    I have a daughter, and I want to see her. But he's not gonna send anyone home until he's finished his little science project back there.
    ELECTRO
    You trust him?
    SANDMAN
    I don't trust anyone.
    (beat, then)
    How'd you end up like that anyway?
    ELECTRO
    Oh, the place where I worked at, they were experimenting with electricity created by living organisms and then, uh... I fell into a vat of electric eels.
    SANDMAN
    You're kidding. I fell into a super collider.
    ELECTRO
    Damn. Gotta be careful where you fall.

INT. HAPPY'S CONDO - STORAGE ROOM - NIGHT
    The Fabricator holds the new MICROCHIP cure for Doc Ock. Peter adds the final pieces, as Norman looks on.
    NORMAN
    Remarkable. The technology and you. When all this is over, if you need a job and you're willing to commute to another universe...
    The Fabricator HUMS. The chip is finished.
    PETER
    That worked! That totally worked!
    Peter grabs the finished chip and races out of the room.

INT. HAPPY'S CONDO - KITCHEN/2ND FLOOR LANDING - CONT. (NIGHT)
    Peter slides in with the new microchip, holds it up to May.
    PETER
    I got it. I did it, I did it. Uh... would you send him up?
    MAY
    Here we go.
    Peter starts bounding up the stairs, as May adjusts the holographic Iron Spider controls. Peter suddenly stops, takes off his magnifying glasses, and tosses them to May. They almost hit the controls--
    PETER
    Sorry!
    Ock's tentacles begin to lift him upwards, towards the second- story loft.
    MAY
    Hold on, Doc.
    DOC OCK
    Oh, will these humiliations never cease?!
    Peter reaches the second floor landing, Ock now suspended in front of the railing. As Peter approaches--
    DOC OCK
    You! Keep your science fair project away from me!
    NORMAN
    (from below)
    Hey, it'll work. Have faith.
    DOC OCK
    Says the reckless fool who turned himself into a monster.
    Norman and Sandman look up from below as Peter tries to implant the new chip.
    PETER
    Please stop moving your head. Hold still.
    DOC OCK
    Don't you dare.
    May, Norman, and Electro anxiously await the result, as Doc Ock continues to squirm.
    DOC OCK
    I swear, when I get out of this, we're gonna rip you a new--
    CLOSE ON the new chip being gently attached to Doc Ock's inhibitor chip. Ock passes out.
    PETER
    ...Doc?!
    Electro looks up, waiting...
    PETER
    Doc? Doc?! ...Doctor Octavi--
    Ock GASPS, lifts his head. Amazed.
    DOC OCK
    It's so quiet. Those voices... inside my head... I'd almost forgotten.
    NORMAN
    Otto?
    DOC OCK
    Yes, Norman...
    Ock's tentacles lower him back to the ground. He stands tall.
    DOC OCK
    It's me.
    Electro looks on. Stunned. Disappointed. This decision is real now. Peter jumps down from the 2nd floor landing.
    SANDMAN
    (re: Doc Ock)
    Would you look at that.
    Peter uses the holographic Iron Spider controls to release the hold over the tentacles. The nanotech reforms over Peter's red and black suit, forming a HYBRID SUIT. Ock holds out his hand to Peter.
    DOC OCK
    I'm grateful, dear boy. Truly.
    PETER
    (shaking hands)
    Yeah, you're welcome.
    DOC OCK
    How can I help?

INT. HAPPY'S CAR - NIGHT
    Happy is speeding down the road. He calls Peter, gets his voicemail.
    PETER (OVER CAR SPEAKERS)
    This is Peter. Leave a message.
    HAPPY
    Uh, yeah, Peter this is Happy. I accessed my doorbell camera. Who are those guys, huh? Is that a cyborg? Did you bring a cyborg with robot legs into my house? Is one of the guys made of mud? What's going on? Call me back.

INT. HAPPY'S CONDO - STORAGE ROOM - NIGHT
    ON THE FABRICATOR as it manufactures more cures. Norman does his own calculations off to the side.
    DOC OCK
    How does it feel, Norman? You're about to become whole again. No more darker half. Just you.
    NORMAN
    Just me.
    Norman turns to face Doc Ock and smiles. As Ock grins back...

INT. HAPPY'S CONDO - KITCHEN - NIGHT
    Electro and Peter sit at the kitchen table. Peter holds out Electro's cure device.
    PETER
    Okay, um... It just goes right here.
    Peter places the device onto Electro's chest. IT ACTIVATES. Electro looks uneasy.
    PETER
    That should be drawing power now. I'm gonna come back in a second just to check on it. But...
    Peter points out INDICATOR LIGHTS on the device.
    PETER
    Keep an eye on the lights. When they're all green, it means that all the electricity in your body's dissipated. Well, not all of the electricity. I mean, obviously you know that you need electricity for your brain to function. Your nervous system is--
    (then)
    I'm not really sure why I'm explaining electricity to you.
    ELECTRO
    Can I ask you a question?
    PETER
    Sure.
    ELECTRO
    (re: kitchen table)
    Are these your LEGOs?
    An awkward beat. An ALERT SIGNALS from the storage room.
    PETER
    Uh, I gotta go. I'll be back.
    Peter walks off. Electro shifts, uncomfortable. He checks the indicator lights. BEEP... ONE GREEN.
    ELECTRO
    Something feels off.
    SANDMAN (O.S.)
    What do you mean?
    ELECTRO
    I don't like this.
    Reveal Sandman watching from the windows.
    SANDMAN
    Leave it alone. The sooner you guys get through this, the sooner we go home.
    BEEP... TWO GREEN. ANGLE ON Electro. Troubled. Changing his mind?

EXT. HAPPY'S CONDO BUILDING - PLAZA - NIGHT
    The Daily Bugle van screeches to a halt. J. Jonah gets out, approaches the Daily Bugle Lackey.
    J. JONAH JAMESON
    Well? Where is he?
    DAILY BUGLE LACKEY
    (points)
    Uh, he's inside.
    J. JONAH JAMESON
    And yet here we are, outside. Did you not hear me say, "Don't lose him?!"
    DAILY BUGLE LACKEY
    Yes, sir, I--
    J. JONAH JAMESON
    I want incriminating footage of Spider-Man. I already called Damage Control. They're on their way.
    ANGLE ON the F.E.A.S.T. truck.

INT. F.E.A.S.T. TRUCK - SAME TIME (NIGHT)
    Just inside, Lizard's eyes narrow as he overhears.
    LIZARD
    And so it begins.
    J. JONAH JAMESON (O.S.)
    The place is about to be swarming with cops!

INT. HAPPY'S CONDO - STORAGE ROOM - NIGHT
    As Peter works on his Sandman cure, he stops abruptly, looks around. SPIDER-SENSE GOING OFF.
    DOC OCK
    (noticing)
    Peter?
    NORMAN
    What's wrong?
    PETER
    I don't know...

INT. HAPPY'S CONDO - KITCHEN/LIVING ROOM - CONTINUOUS (NIGHT)
    Peter enters, Ock and Norman following.
    PETER
    May?
    Something's definitely wrong. May comes down the stairs.
    MAY
    What is it, Peter?
    Electro and Sandman pick up on it too.
    SANDMAN
    What's happening?
    Peter searches, on alert. What is he sensing? Is one of them about to betray him? Where is the threat?
    ELECTRO
    (on edge)
    Why are you looking at me like that?
    Peter closes his eyes and focuses on his SPIDER-SENSE when-- THWIP! Peter WEBS NORMAN'S HAND to the robot arm of DUM-E!
    GREEN GOBLIN
    That's some neat trick. That sense of yours.
    DOC OCK
    Norman?
    GREEN GOBLIN
    Norman's on sabbatical, honey.
    ELECTRO
    The hell?
    PETER
    (realizing)
    Goblin.
    Peter and May share a look of concern.
    GREEN GOBLIN
    "No more darker half?" Did you really think that I'd let that happen?
    Off to the side, May quietly heads into the--

INT. HAPPY'S CONDO - STORAGE ROOM - CONTINUOUS (NIGHT)
    As she searches for the cures...
    GREEN GOBLIN (O.S.)
    That I'd let you take away my power just because you're blind to what true power can bring you.

INT. HAPPY'S CONDO - KITCHEN/LIVING ROOM - SAME TIME (NIGHT)
    Back in the kitchen, Peter stares Goblin down.
    PETER
    You don't know me.
    GREEN GOBLIN
    Don't I?

INT. HAPPY'S CONDO - STORAGE ROOM - SAME TIME (NIGHT)
    May grabs the cures, one-by-one, and shoves them into her F.E.A.S.T. tote bag.

INT. HAPPY'S CONDO - KITCHEN/LIVING ROOM - SAME TIME (NIGHT)
    Back in the kitchen--
    GREEN GOBLIN
    I saw how she trapped you.
    May sneaks back in from the storage room, clutching the bag of cures. She nods at Peter -- she has them.
    GREEN GOBLIN
    Fighting her holy moral mission. We don't need you to save us... We don't need to be "fixed!"
    ANGLE ON Sandman, taking this in. Goblin turns to the others:
    GREEN GOBLIN
    These are not curses.
    Electro looks down at his cure device. BEEP... another GREEN LIGHT.
    GREEN GOBLIN
    They're gifts.
    DOC OCK
    Norman, no.
    GREEN GOBLIN
    Quiet, lapdog.
    PETER
    You don't know what you're talking about.
    GREEN GOBLIN
    I've watched you from deep behind Norman's cowardly eyes. Struggling to have everything you want. While the world tries to make you choose.
    ANGLE ON Electro and his cure device -- BEEP! Only one more light to go...
    GREEN GOBLIN
    Gods don't have to choose.
    Electro looks at Norman, now really buying in...
    GREEN GOBLIN
    We take.
    PETER
    May... RUN!
    May breaks for the door with the bag of cures. Electro RIPS the cure device off his chest, as Goblin tears free from the web holding him to DUM-E. With a BOLT OF ELECTRICITY, Electro reaches towards the storage room-- CRASH! The ARC REACTOR tears free from the Fabricator, bursts through the kitchen wall, and flies into Electro's hand... SURGING ELECTRIC CONTACT! Goblin POUNCES on a distracted Peter. Freakishly strong. SMASHING him into the stairs. Seeing this, Sandman disintegrates into a whirl of sand. Retreating.

INT. HAPPY'S CONDO - ELEVATOR HALLWAY - SAME TIME (NIGHT)
    May runs to the elevators, pressing the "down" button over and over...

INT. HAPPY'S CONDO - LIVING ROOM - SAME TIME (NIGHT)
    Electro SURGES with arc power.

EXT. HAPPY'S CONDO BUILDING - SAME TIME (NIGHT)
    Lights throughout the condo building FLICKER ON AND OFF.

INT. HAPPY'S CONDO - ELEVATOR HALLWAY - SAME TIME (NIGHT)
    May looks up -- the hallway lights are flickering here too. As she pushes the elevator "down" button once more...

INT. HAPPY'S CONDO - LIVING ROOM - SAME TIME (NIGHT)
    Doc Ock looks at Electro in horror.
    DOC OCK
    Oh my God. What have you done?
    ELECTRO
    I liked you better before.
    Electro unleashes a Stark-grade cascade of ELECTRICITY... blowing Ock back through the living room wall!

EXT. HAPPY'S CONDO BUILDING - CONTINUOUS (NIGHT)
    Ock tears through glass and steel before finally coming to a wrenching stop -- his tentacle arms gripping the side of the building.

EXT. HAPPY'S CONDO BUILDING - PLAZA - SAME TIME (NIGHT)
    J. Jonah directs his CAMERAMAN.
    J. JONAH JAMESON
    (pointing)
    Up here, he's up there!

EXT. HAPPY'S CONDO BUILDING - SAME TIME (NIGHT)
    NEWS CAMERA POV: Doc Ock climbs away, disappearing into the night.
    J. JONAH JAMESON (O.S.)
    It's the guy from the bridge!

INT. HAPPY'S CONDO - STAIRWELL - SAME TIME (NIGHT)
    May heads for the emergency exit door, races downstairs.

INT. HAPPY'S CONDO - LIVING ROOM - SAME TIME (NIGHT)
    Electro and the swirling cloud of sand that is Sandman approach the burst-open living room wall. Sandman propels himself forward, Electro following after... transforming into a BEING OF PURE ELECTRICITY (like he was at the power lines, but different -- arc energy).

EXT. HAPPY'S CONDO BUILDING - PLAZA - CONTINUOUS (NIGHT)
    The shelter truck rocks violently. SLASH! SLASH! Lizard EXPLODES out of the hole he cut open and runs off.
    J. JONAH JAMESON
    ...Did you see that?!
    POLICE and BYSTANDERS scramble for cover as Electro and Sandman take to the wind and fly off...

INT. HAPPY'S CONDO - LIVING ROOM - SAME TIME (NIGHT)
    Green Goblin SMASHES Peter through a window... but Peter FIRES a web and pulls himself back inside... only to be FLUNG through another window, out onto the balcony.

INT. HAPPY'S CONDO - STAIRWELL - SAME TIME (NIGHT)
    The overhead lights flicker as May hurries down the stairs.

EXT. HAPPY'S CONDO BUILDING - BALCONY - SAME TIME (NIGHT)
    Goblin pounces on Peter. Peter WEBS the balcony above to flip himself on top of Green Goblin... SMASHING him down to the balcony below...

EXT. HAPPY'S CONDO BUILDING - BALCONY BELOW - CONT. (NIGHT)
    Peter tries to WEB away--
    GREEN GOBLIN
    No, you don't!
    Goblin grabs Peter's leg and throws him through a window. CRASH! Peter is taking a beating.

EXT. HAPPY'S CONDO BUILDING - SAME TIME (NIGHT)
    The DAILY BUGLE HELICOPTER circles. Lights glaring. Capturing everything on camera.

INT. HAPPY'S CONDO - HALLWAY - SAME TIME (NIGHT)
    CRASH! Peter is thrown THROUGH A WALL and into a hallway. Goblin KICKS through a door and steps out, looming over him.
    GREEN GOBLIN
    Strong enough to have it all...
    Peter WEBS a table at Goblin. He knocks it away effortlessly.
    GREEN GOBLIN
    Too weak to take it!
    Goblin PUNCHES Peter in the chest. Peter goes flying down the hallway, but recovers and CHARGES! He jumps on top of Goblin. Brutally PUNCHING, not holding back. Goblin smiles at Peter taking punch after punch. He LAUGHS maniacally. Goblin effortlessly SMASHES Peter through the floor into the hallway below. PETER'S POV: Green Goblin looks down at him through the hole in the floor, then disappears. Where is he going? Peter struggles to his feet, hobbles towards a window, and WEBS it open. He's blinded by the helicopter's LIGHTS as he climbs outside--

EXT. HAPPY'S CONDO BUILDING - CONTINUOUS (NIGHT)
    Peter climbs up the wall to the floor above. He stops to catch his breath, looking down at all the damage below...

EXT. HAPPY'S CONDO BUILDING - PLAZA - SAME TIME (NIGHT)
    J. Jonah spots him.
    J. JONAH JAMESON
    Now I've gotcha.

EXT. HAPPY'S CONDO BUILDING - SAME TIME (NIGHT)
    ROAR! Lizard LEAPS onto Peter from above. They tumble down the side of the building. Lizard clutches Peter by the throat--
    LIZARD
    I told you there'd be consequences!
    --And HURLS him through a window. As Lizard takes off...

INT. HAPPY'S CONDO - HALLWAY - SAME TIME (NIGHT)
    Goblin seizes Peter, SMASHES him against the ceiling and then down... through floor, after floor, after floor...

INT. HAPPY'S CONDO - LOBBY - SAME TIME (NIGHT)
    May emerges from the stairs, runs towards the front doors-- BOOM! Peter and Goblin CRASH through the ceiling, landing in the lobby. Goblin straddles Peter, strangling him. May pulls something out of the bag of cures -- the Green Goblin anti-serum!
    GREEN GOBLIN
    Your weakness, Peter, is morality. It's choking you!
    Goblin squeezes harder -- Peter gasping for air...
    GREEN GOBLIN
    Can't you feel it?
    May runs forward and STABS Goblin in the neck with the cure. Goblin SCREAMS! Peter GASPS! May staggers back, as Goblin pulls the cure device from his neck and throws it to the ground.
    GREEN GOBLIN
    It didn't work! Norman was right. He got it from you. That pathetic--
    Goblin lands his foot on Peter's back, slamming his head into fallen debris.
    GREEN GOBLIN
    --sickness!
    May grabs a metal rod from the wreckage, as Goblin grabs Peter, pulling his head back to whisper in his ear:
    GREEN GOBLIN
    You tried to fix me--
    PETER
    May, go--
    But May won't leave Peter.
    GREEN GOBLIN
    Now... I'm gonna fix you.
    The WHIR of an engine as...

EXT. HAPPY'S CONDO BUILDING - PLAZA - SAME TIME (NIGHT)
    GREEN GOBLIN'S GLIDER hovers just outside.

INT. HAPPY'S CONDO - LOBBY - SAME TIME (NIGHT)
    Peter calls out to May, pleading--
    PETER
    May, run, please...
    May clenches the metal rod, psyching herself up when-- CRASH! Green Goblin's glider EXPLODES through the glass doors of the lobby... AND CUTS MAY DOWN! Goblin leaps on top of the glider.
    GREEN GOBLIN
    Peter, Peter, Peter... no good deed goes unpunished. You can thank me later.
    Goblin glances at May -- on the ground, but still moving. As Peter realizes what Goblin means... CLOSE ON Goblin releasing a live pumpkin bomb. He tosses it towards May... Peter leaps to catch it... barely managing to knock the bomb aside-- BOOM!

EXT. HAPPY'S CONDO BUILDING - PLAZA - CONTINUOUS (NIGHT)
    Goblin rockets away on his glider. Pumpkin bombs BLOWING the place to hell. When he's done, the plaza is a fiery, smoky wasteland.

INT. HAPPY'S CONDO - LOBBY - SAME TIME (NIGHT)
    May gets up slowly. Groggy and covered in dust. Still clutching the bag of cures. Peter sits up, weakened. Clutching his side in pain.
    PETER
    May? May, May, I'm here.
    May stumbles through the smoke. Finds Peter and hugs him tightly.
    PETER
    May! Yeah, I'm here. Are you okay?
    MAY
    Uh huh. Uh huh...
    She stumbles back. Peter catches her.
    PETER
    May... it's okay. We're okay, right?
    MAY
    Yeah, got knocked on my ass.
    PETER
    Yeah, me too.
    MAY
    That's all.
    PETER
    I think I broke my ribs.
    He clutches his side, wincing. A beat as they catch their breaths, take in all the destruction...
    PETER
    This is all my fault, May.
    MAY
    No.
    PETER
    I should've just listened to Strange and let him send them back.
    MAY
    You did the right thing. They would have been killed. You did the right thing.
    PETER
    But it's not my responsibility, May.
    MAY
    Oh. What Norman said? "My moral mission?" No.
    PETER
    No, you--
    MAY
    No, no, Peter, you listen-- You listen to me!
    May rests her hand on Peter's chest.
    MAY
    You have a gift. You have power, and with great power, there must also come great responsibility. Hmm?
    PETER
    ...Yeah, I know.
    MAY
    Let's get the... out of here.
    PETER
    Okay, let's go.
    MAY
    Let me just... catch my...
    May notices something on her hands -- BLOOD. She drops to the ground.

EXT. HAPPY'S CONDO BUILDING - PLAZA - SAME TIME (NIGHT)
    LIGHTS. NOISE. DoDC SWAT TEAMS BURST out the back of their trucks. Weapons trained on the shattered building's lobby.

INT. HAPPY'S CONDO - LOBBY - SAME TIME (NIGHT)
    Peter leans over a fallen May.
    PETER
    What happened? Are you okay?
    MAY
    I'm okay.
    PETER
    Yeah, you're okay. What happened?
    MAY
    ...Just have to... just catch my breath.
    PETER
    Okay, well catch your breath. I'm right here. We're gonna take our time, you catch your breath, and then we'll take you to a doctor, okay?
    Peter looks at May's side, holds up his hand -- it's covered in her blood. His face falls.
    MAY
    Are you okay?
    Peter calls out, frantic:
    PETER
    Somebody help! I need an ambulance, please! Somebody!
    MAY
    What happened?
    Peter turns back to May, holds her face in his hands.
    PETER
    Nothing happened. You're okay. You're okay...
    MAY
    I just... need to catch my breath...
    PETER
    I'm right here. I'm right here... we're okay. Just me and you.
    May's breaths slow. Her eyes glaze over. She falls still.
    PETER
    May? ...May? Will you look at me, May? Please?
    (gently shakes her)
    May? ...May? What are you doing, May? Please, will you just wake up and talk to me? Please?

EXT. HAPPY'S CONDO BUILDING - PLAZA - SAME TIME (NIGHT)
    SCREECH! A car screams to a halt in front of the lobby, in between Peter and the incoming DoDC guys. Reveal Happy in the driver's seat. He turns, spots Peter and a fallen May.

INT. HAPPY'S CONDO - LOBBY - INTERCUT - SAME TIME (NIGHT)
    Inside the lobby, Peter looks up-- Spots Happy in his car. They lock eyes. Instantly, Happy knows. His heart breaking. Happy turns to face the DoDC, lifting his hands into the air.
    DODC SWAT OFFICER
    Get out of the car now! Move!
    Happy is pulled from his vehicle. Slammed onto the hood.
    HAPPY
    Peter! Run!
    Trembling with grief, Peter whispers to May:
    PETER
    It's just me and you, okay? It's just me and you.
    He kisses her forehead.
    PETER
    Oh May, I'm sorry. I'm so sorry. I'm so so so sorry.
    DODC SWAT OFFICER (O.S.)
    All right, Parker. Come out with your hands up! Come out right now, or we will open fire.
    HAPPY
    RUN!
    The DoDC SWAT TEAM FIRES at Peter. He's HIT, flung back from May...
    DODC SWAT OFFICER (O.S.)
    All right, let's go, let's go! Move in!
    Happy looks on in quiet horror as he's led away in cuffs. DoDC agents begin infiltrating the lobby... But Peter's already gone. HOLD ON May, lying amid the rubble, as a single tear falls down her cheek.

EXT. TIMES SQUARE - LATER (NIGHT)
    OVER BLACK:
    J. JONAH JAMESON (V.O.)
    Tragedy.
    ANGLE ON the bag of broken cures on the ground, pelted by heavy rainfall.
    J. JONAH JAMESON (V.O.)
    What else can I call it? What more need be said?
    PULL BACK TO REVEAL Peter on a rooftop, watching the news play on a GIANT SCREEN in Times Square. Devastated.
    J. JONAH JAMESON (ON SCREEN)
    The damage, the destruction, you saw it with your own eyes. When will people wake up and realize that everywhere Spider-Man goes, chaos and calamity ensue. Everything Spider-Man touches comes to ruin. And we, the innocents, are left to pick up the pieces.
    (then)
    J. Jonah Jameson reporting. Good night... and God help us all.

INT. NED'S LOLA'S HOUSE - NIGHT
    A quaint home adorned with family photos and tchotchkes. Ned and MJ sit at the kitchen table, worried. Ned's LOLA drops off a plate of YEMA ROLLS and gives her grandson a hug.

INT. NED'S LOLA'S HOUSE - LATER (NIGHT)
    Lola is now gone. MJ watches the local news on the living room TV while checking her phone for any updates from Peter.
    LOCAL NEWS REPORTER (ON TV)
    We are told that multiple people have been injured. And we can confirm at least one person has been killed. There is a manhunt across the city for these suspects, and they are also looking for Peter Parker...
    MJ turns to Ned:
    MJ
    Still nothing?
    Ned checks his phone. (He wears Dr. Strange's SLING RING.)
    NED
    (shakes head)
    No.
    MJ sighs, sits at the kitchen table. A beat as she looks at The Box in front of them.
    MJ
    (re: button)
    I'm gonna press it.
    NED
    But, what? No--
    MJ
    I know he told me to wait, but-- I'm gonna do it.
    NED
    I just wish-- I just wish we could see him.
    Ned's gesticulating (with the Sling Ring on his hand) causes SMALL SPARKS to appear!
    MJ
    ...Ned?
    NED
    Yeah?
    MJ
    Do that again.
    NED
    Yeah.
    Ned gesticulates, larger this time.
    NED
    I just wish we could see him.
    More SPARKS... a SMALL PORTAL OPENS... THEN CLOSES! Ned and MJ stand, alert.
    NED
    Okay...
    Ned psyches himself up, tries again. Even more forceful:
    NED
    I just wish we could see Peter!
    The PORTAL WIDENS! On the other side, a DARK FIGURE in an alley. ...Peter?! Lola peeks around the corner and GASPS.
    NED
    (re: Sling Ring)
    Whoa...
    LOLA
    (to Ned, in Tagalog: "Magician!")
    Salamangkero!
    NED
    Lola, you're right! I am magic.
    MJ squints into the portal.
    MJ
    Is that him?
    NED
    Yeah, yeah, it has to be.
    Ned and MJ start calling out:
    MJ
    Peter... Peter!
    NED
    Hey, Peter! Peter!
    The Dark Figure hears them, runs for the portal, and-- --JUMPS THROUGH, INTO THE ROOM, TO REVEAL IT'S SPIDER-MAN! But he's wearing a different suit...
    MJ/NED
    Whoa!
    Lola SCREAMS!
    WEBB-VERSE SPIDER-MAN
    (waves)
    Hi... hi!
    Lola throws a pillow at Spider-Man, then hides.
    WEBB-VERSE SPIDER-MAN
    No, no, no... it's okay, it's okay, it's okay. I'm a nice guy.
    Spider-Man pulls his mask off to reveal -- PETER PARKER (Andrew Garfield) from THE WEBB-VERSE!
    WEBB-VERSE PETER
    Okay...
    MJ
    Who the hell are you?
    WEBB-VERSE PETER
    I'm Peter Parker.
    MJ
    That's not possible.
    WEBB-VERSE PETER
    I am Spider-Man... in my world. But then yesterday, I was--
    (can't explain it)
    I was just here.
    Lola peeks around the corner, as Webb-Verse Peter turns and studies the portal, geeking out.
    WEBB-VERSE PETER
    Wow... string theory, multidimensional reality, and matter displacement...
    (to Ned and MJ)
    All real?
    MJ/NED
    (reluctantly)
    Yeah...
    Ned speaks aside to MJ:
    NED
    This has to be because of the spell.
    WEBB-VERSE PETER
    "The spell?" Like magic spell?
    NED
    No, no... there's no spell.
    MJ
    No spell.
    NED
    No.
    WEBB-VERSE PETER
    Magic's real here too?
    NED
    I mean--
    MJ whispers aside to Ned:
    MJ
    Shut up, Ned.
    NED
    No, it's not real.
    MJ
    Shut up...
    NED
    I mean, there's magicians and stuff. But there's no, like--
    MJ
    Stop talking... stop. Stop!
    MJ turns to Webb-Verse Peter.
    MJ
    Prove it.
    WEBB-VERSE PETER
    Prove what?
    MJ
    That you're Peter Parker.
    WEBB-VERSE PETER
    I don't carry an I.D. with me. You know, it kind of defeats the whole "anonymous superhero" thing.
    MJ throws a yema roll at him. She takes a defensive stance.
    WEBB-VERSE PETER
    ...Why'd you do that?
    MJ
    I was trying to see if you have the tingle thing.
    WEBB-VERSE PETER
    I have the tingle thing, just not for bread.
    As she picks up another yema roll--
    WEBB-VERSE PETER
    Can you not throw the bread again? You're a deeply mistrusting person... and I respect it.
    He JUMPS up and sticks one hand on the ceiling. Hanging there, feet off of the ground.
    MJ
    (not impressed)
    Crawl around.
    WEBB-VERSE PETER
    "Crawl around"?
    MJ
    Yes.
    WEBB-VERSE PETER
    Umm, no.
    MJ
    Yes. Crawl around.
    WEBB-VERSE PETER
    Why do I need to crawl around?
    MJ
    'Cause this is not enough.
    WEBB-VERSE PETER
    This is plenty.
    MJ
    No, it's not.
    WEBB-VERSE PETER
    Yes, it is.
    MJ
    No, it's not.
    WEBB-VERSE PETER
    It is.
    MJ
    Nuh-uh.
    WEBB-VERSE PETER
    How do I stick to the ceiling?!
    MJ throws another yema roll at him.
    MJ
    Do it.
    She reloads with another. Webb-Verse Peter shakes his head and sighs, still hanging from the ceiling by one hand.
    LOLA (O.S.)
    Ned?
    Lola now stands in the room, speaking Tagalog. She points to Webb-Verse Peter. Ned translates for him:
    NED
    My Lola is asking if you could just get the cobweb...
    (points)
    There. Since you're, like, up there?
    WEBB-VERSE PETER
    Yeah.
    Webb-Verse Peter crawls over and grabs the cobweb--
    LOLA
    Thank you.
    --Then drops back to the ground. Dusts himself off.
    WEBB-VERSE PETER
    We good?
    MJ
    For now.
    The PORTAL CLOSES behind Webb-Verse Peter. He stands there, shrugging like -- what now? Ned turns to MJ:
    NED
    So, I opened the wrong portal to the wrong Peter Parker.
    MJ
    Yeah. I guess you just keeping doing it until we find the real one.
    WEBB-VERSE PETER
    Ouch.
    MJ
    No offense.
    NED
    Okay...
    MJ
    Okay, you got it.
    Ned tries again -- swinging his hand in wide circles, as--
    NED
    Find Peter Parker.
    WEBB-VERSE PETER
    What's the thing on his hand?
    MJ SHUSHES him. Ned continues to gesticulate.
    NED
    Find Peter Parker. Find Peter Parker!
    Suddenly, a PORTAL OPENS BEHIND THEM. On the other side stands a FIGURE IN SILHOUETTE. The Figure steps through the portal to reveal PETER PARKER (Tobey Maguire) from THE RAIMI-VERSE! In civilian clothes.
    NED
    Great, it's just some random guy.
    RAIMI-VERSE PETER
    (little wave)
    Hello. Um, I hope it's okay, I just came through this, uh--
    The PORTAL CLOSES behind him.
    RAIMI-VERSE PETER
    Oh. It just closed.
    MJ
    You're Peter?
    RAIMI-VERSE PETER
    Yeah. Peter Parker. I... I've seen you two--
    He spots Lola. She blushes and waves. He kindly waves back:
    RAIMI-VERSE PETER
    Hi.
    Then he pauses, notices Webb-Verse Peter across the room. They eye each other. Both sensing something. Two gunslingers sizing the other up...
    RAIMI-VERSE PETER
    (re: Webb-Verse Peter)
    Wait, he's-- He's not your friend.
    Then, THWIP! THWIP! Webb-Verse Peter FIRES A WEB at Raimi- Verse Peter, who dodges it with super-human speed and... FIRES A WEB BACK. Webb-Verse Peter dodges, equally fast. They both flip mid-air and land. Raimi-Verse Peter QUICKLY WEBS Webb-Verse Peter's web slinger. Webb-Verse Peter nods, impressed.
    NED
    (to Raimi-Verse Peter)
    Wait, so you're Spider-Man too. Why didn't you just say that?
    RAIMI-VERSE PETER
    I generally don't go around advertising it. Kind of defeats the whole "anonymous superhero" thing.
    WEBB-VERSE PETER
    (sotto)
    I just said that.
    MJ
    (sotto, re: Webb-Verse Peter)
    It's what he just said.
    Lola points about the room, giving a long, passionate speech in Tagalog. The Peters patiently wait for her to finish so that Ned can translate.
    NED
    My Lola is asking if you could clean up the webs you just shot?
    WEBB-VERSE PETER
    Oh, sorry, Lola.
    RAIMI-VERSE PETER
    Yes, of course.
    LOLA
    I'm going to bed.
    As she walks off...
    NED
    Night, Lola.
    MJ
    Good night, Ned's Lola.
    Webb-Verse Peter starts cleaning up the kitchen, as Raimi- Verse Peter approaches MJ and Ned.
    RAIMI-VERSE PETER
    Uh, this might seem kinda weird, but... I've been trying to find your friend ever since I got here. I just have this sense that... that he needs my help.
    WEBB-VERSE PETER
    Our help.
    Raimi-Verse Peter nods in agreement.
    MJ
    ...He does.
    NED
    We don't know where he is.
    MJ
    And um... honestly, right now, we're all he really has left.
    RAIMI-VERSE PETER
    Well, uh, is there some place that he might go that has meaning to him? Like a place where he would go to just--
    WEBB-VERSE PETER
    Get away from everything?
    A glance of acknowledgment between the two.
    RAIMI-VERSE PETER
    For me, it was the top of the Chrysler building.
    WEBB-VERSE PETER
    Empire State. It's just... it's a better view.
    RAIMI-VERSE PETER
    That is a sweet view.
    MJ
    (realizing)
    Yes. Yeah. I... I think I know exactly where that would be.

EXT. MIDTOWN ROOFTOP - LATER (NIGHT)
    Peter sits alone. The bag of destroyed cures next to him. Suddenly, Ned and MJ appear and wrap him in a hug. Peter collapses into them and sobs.
    MJ
    ...I'm sorry.
    MJ gently pulls back--
    MJ
    Peter, there's... there's some people here.
    PETER
    What?
    Peter leaps up, sensing them... Raimi-Verse and Webb-Verse Peter stare down from the school's tower, silhouetted by the moon. Peter takes a protective stance, guarding his friends, as Raimi-Verse Peter and Webb-Verse Peter swing down.
    PETER
    Hey, wait, wait-- whoa!
    The other Peters' faces say it all. Yes, we're... you.
    RAIMI-VERSE PETER
    Sorry... about May.
    WEBB-VERSE PETER
    Yeah, sorry. I've got some understanding of what it--
    PETER
    No, no, no... please don't tell me that you know what I'm going through.
    WEBB-VERSE PETER
    (nods)
    Okay.
    PETER
    She's gone. And it's all my fault. She died for nothing.
    (then)
    So I'm gonna do what I should have done in the first place.
    Peter reaches for The Box in MJ's hand.
    RAIMI-VERSE PETER
    Peter--
    PETER
    Please, don't! You don't belong here, either of you. So I'm sending you home. Those other guys are from your worlds, right?
    Webb-Verse Peter nods.
    PETER
    So you deal with it. And if they die, if you kill them... that's on you. It's not my problem. I don't care anymore. I'm done.
    (then, sincerely)
    I'm really sorry that I dragged you into this. But you have to go home now. Good luck.
    Peter reaches for The Box again, but MJ gently pulls it back. She looks at Peter -- just hear them out.
    RAIMI-VERSE PETER
    My uncle Ben was killed. It was my fault.
    WEBB-VERSE PETER
    I lost...
    (voice catching)
    I lost Gwen. My, um... she was my MJ. I couldn't save her. I'm never gonna be able to forgive myself for that. But I carried on, tried to, um... try to keep going, try to keep being the uh... that "Friendly Neighborhood Spider-Man," 'cause I knew that's what she would have wanted. But at some point, I just-- I stopped pulling my punches. I got rageful. I got bitter. I just don't want you to end up like... like me.
    RAIMI-VERSE PETER
    The night Ben died, I hunted down the man who I thought did it. I wanted him dead. I got what I wanted. It didn't make it better. It took me a long time to learn to get through that darkness.
    Peter is reeling. Struck by their losses. Their regrets. Their warning.
    PETER
    I want to kill him. I want to tear him apart. I can still hear her voice in my head. Even after she was hurt, she said to me that we did the right thing. She told me that, "With great power--"
    RAIMI-VERSE PETER
    --"Comes great responsibility."
    The three of them look at each other. How do they know?
    PETER
    Wait, what? How do you know that?
    WEBB-VERSE PETER
    Uncle Ben said it.
    RAIMI-VERSE PETER
    The day he died.
    The three Peter Parkers stare at each other, overwhelmed by this uncanny connection. Bound together across universes by those words.
    RAIMI-VERSE PETER
    Maybe she didn't die for nothing, Peter.

EXT. MIDTOWN HIGH - ESTABLISHING SHOT - NIGHT
    The school at night. Lights blink on in a classroom.

INT. MIDTOWN HIGH - CHEMISTRY LAB - SAME TIME (NIGHT)
    The three Peters look over the broken cures. Ned and MJ watch from nearby.
    PETER
    Okay so, uh... Connors, Marko, Dillon, and um...
    Peter hesitates. He sets aside the cure for Goblin.
    PETER
    Uh, look, I think that I can repair the devices for Dillon and Marko, but the others--
    WEBB-VERSE PETER
    (a little cocky)
    Oh, I got Connors. I've already cured him once, so no big deal.
    (off their looks)
    What? It's no big deal.
    RAIMI-VERSE PETER
    Great.
    PETER
    Yeah, that's great.
    RAIMI-VERSE PETER
    I think I can make an anti-serum for Dr. Osborn. Been thinking about it a long time.
    Raimi-Verse Peter notices Peter's conflicted look.
    RAIMI-VERSE PETER
    We gotta cure all of 'em, right?
    PETER
    (playing it off)
    Right.
    RAIMI-VERSE PETER
    That's what we do.
    Raimi-Verse Peter walks off. Peter notices MJ watching him.
    PETER
    What?
    MJ
    Just... three yous.

INT. MIDTOWN HIGH - CHEMISTRY LAB - LATER (NIGHT)
    QUICK POPS: -- A gloved hand grabs a metal water bottle. -- SNAP! Another rubber glove is pulled onto a hand. -- Plastic lab goggles are taken off their storage hooks. -- WHOOSH! A bunsen burner ignites. -- Several bottles of chemicals are pulled from their shelf. Everyone is hard at work. Ned rolls over to Raimi-Verse Peter.
    NED
    So, do you have a best friend too?
    RAIMI-VERSE PETER
    I did.
    NED
    You did?
    RAIMI-VERSE PETER
    He died in my arms, after he tried to kill me.
    (beat)
    It was heartbreaking.
    WEBB-VERSE PETER
    (whispers to Ned)
    Dude...
    Ned looks concerned. Will he do that??

INT. MIDTOWN HIGH - CHEMISTRY LAB - MOMENTS LATER (NIGHT)
    Peter works on one of the cures. He turns to Ned:
    PETER
    Will you uh... run a diagnostic?
    NED
    (quiet)
    Yeah.
    Ned refuses to make eye contact. He starts the diagnostic on Peter's laptop, then hurries off. What's up with him? MJ sidles up to Peter.
    MJ
    Hey, you okay?
    PETER
    Um, yeah, I'm fine. Are you okay?
    She nods. Peter sighs.
    PETER
    You don't deserve this. I've ruined your life--
    MJ
    Hey, no. No, no, no... no.
    MJ holds his face in her hands. A pep talk, as much for her as it is for him.
    MJ
    Look at me. I'm here. I'm not going anywhere. We're gonna get through this, and we're going to get through it together. Okay?
    PETER
    (nods)
    Okay.
    MJ
    'Kay.
    MJ leans her head against his. Peter relaxes into her.
    PETER
    Thank you.
    ON WEBB-VERSE PETER, watching them with a tinge of longing. The kind of love he had... and lost.
    RAIMI-VERSE PETER
    You have someone?
    Raimi-Verse Peter has noticed him watching Peter and MJ.
    WEBB-VERSE PETER
    No. I got no time for uh, Peter Parker stuff, you know?
    (then)
    Do you?
    RAIMI-VERSE PETER
    Uh, that's a little complicated.
    WEBB-VERSE PETER
    No, I understand. I guess it's just not in the cards for guys like us.
    RAIMI-VERSE PETER
    Well, I wouldn't give up. It took a while, but... we made it work.
    WEBB-VERSE PETER
    Yeah?
    RAIMI-VERSE PETER
    Yeah. Me and... MJ.
    Webb-Verse Peter reacts -- MJ?
    RAIMI-VERSE PETER
    My MJ. It, uh... it gets confusing here.
    WEBB-VERSE PETER
    (laughs)
    Yeah.
    NED
    Peter!
    All three turn at once.
    PETER/RAIMI-VERSE PETER/WEBB-VERSE
    PETER
    Yeah? Oh, sorry. Did you mean-- All three point at each other: Him? Memes!
    NED
    Peter, Peter--
    PETER/RAIMI-VERSE PETER/WEBB-VERSE
    PETER
    We're all called Peter--
    NED
    Peter Parker?
    PETER/RAIMI-VERSE PETER/WEBB-VERSE
    PETER
    Same again--
    WEBB-VERSE PETER
    We're all Peter Parker.
    NED
    (giving up)
    It's uh... the computer!
    PETER
    Oh!
    Peter moves to his laptop, spots the diagnostic results.
    PETER
    Oh, I'm ready.
    WEBB-VERSE PETER
    Yeah. Me too. Okay, so now all we gotta do is lure these guys some place, right? Try to cure them while they try to kill us, and then send them home.
    RAIMI-VERSE PETER
    Using a magic box.
    A look between them. This is crazy, but we're doing it.
    PETER
    Well, that's the plan.
    WEBB-VERSE PETER
    (to Raimi-Verse Peter)
    So, wait, are you gonna go into battle dressed as a cool youth pastor, or... do you got your suit?
    Raimi-Verse Peter lowers his T-shirt collar to reveal he's wearing his Spider-Man suit underneath.
    WEBB-VERSE PETER
    Good.
    Ned slides over CARTRIDGES OF WEB FLUID to Peter.
    NED
    Here are your web cartridges.
    PETER
    Oh thanks, man.
    RAIMI-VERSE PETER
    What's that for?
    PETER
    Uh, it's my web fluid, it's for my web shooters. Why?
    Raimi-Verse Peter raises his hand and FIRES A WEB FROM HIS BARE WRIST! The others all react in shock/disgust.
    PETER/WEBB-VERSE PETER
    Whoa...!
    NED
    That came out of you!
    RAIMI-VERSE PETER
    Yeah.
    (to Peter)
    You can't do that, huh?
    PETER
    No!
    WEBB-VERSE PETER
    (amazed)
    How on earth does that even...?
    PETER
    Anyway, we're getting sidetracked.
    (re: laptop)
    Look, this is where we're gonna do this, okay? It's isolated, so no one should get hurt.
    He turns his laptop around, shows it to the other Peters.
    PETER
    We draw them there with The Box. It's the one thing they all want. All we have to do is figure out how we're going to get there.
    NED
    Oh, we could portal there.
    PETER
    What?
    NED
    (proud)
    I'm magic now!
    MJ
    Yeah, no, no, he's right. Yeah, he can.
    The other Peters nod.
    RAIMI-VERSE PETER
    Yeah, we saw it.
    WEBB-VERSE PETER
    Yeah, he is.
    PETER
    (to Ned)
    Wait, really?
    NED
    Dude, I got Dr. Strange-magic.
    PETER
    No way!
    NED
    Yeah!
    (then, sincere)
    And I promise you, I won't turn into a super villain and try to kill you.
    Webb-Verse Peter pats Ned on the back. Proud of him.
    PETER
    (reeling)
    Okay... thank you?
    (shaking it off)
    Um, all right. Here goes nothing.
    (to MJ)
    What's that thing you always say: "Expect disappointment and--"
    MJ
    No, no, no. No... we're gonna kick some ass.
    PETER
    Okay.
    RAIMI-VERSE PETER
    Cure. Cure some ass.
    NED
    Cure that ass.

EXT. NEW YORK CITY - VARIOUS - LATER (NIGHT)
    Over various establishing shots of New York City, J. Jonah Jameson goes live:
    J. JONAH JAMESON (V.O.)
    Ladies and gentlemen, the Bugle tip line has just received a call from none other than the fugitive known as Spider-Man! Fresh from his rampage in Queens. So Peter Parker. What pernicious propaganda are you peddling?
    PETER (V.O.)
    Just the truth.
    J. JONAH JAMESON (V.O.)
    Oh sure...
    ANGLE ON a TV in a restaurant window. Peter appears live on The Daily Bugle, FaceTiming with J. Jonah Jameson.
    PETER
    The truth is... that this is all my fault.
    J. JONAH JAMESON (V.O.)
    Hmm!
    The broadcast plays across giant video billboards in Times Square.
    PETER
    I accidentally brought those dangerous people here.

NEWS BROADCAST: INT. DAILY BUGLE STUDIO - SAME TIME (NIGHT)
    J. Jonah Jameson at his anchor desk.
    J. JONAH JAMESON
    Well, he admits it!

EXT. CONSTRUCTION SITE - INTERCUT - SAME TIME (NIGHT)
    Peter stands amidst scaffolding and plastic sheeting. He continues his FaceTime with J. Jonah.
    PETER
    And if those people are watching... just know that I really did try to help you. I mean, I could have killed you--
    Peter holds up THE BOX.
    PETER
    --At any given moment. But I didn't. Because my Aunt May taught me that everyone deserves a second chance. And that's why I'm here.
    J. JONAH JAMESON
    And where is "here" exactly?
    PETER
    A place that represents second chances.
    REVEAL he's on top of... THE STATUE OF LIBERTY! Mid-renovation. CONSTRUCTION SCAFFOLDING engulfs the statue. Its oxidized copper now restored to a GOLDEN LUSTER. The iconic torch concealed... by a GIGANTIC CAPTAIN AMERICA SHIELD.
    J. JONAH JAMESON (V.O.)
    The Statue of Liberty?! Good God, folks, he's about to destroy another national landmark!
    PETER
    But world, if you're watching--
    J. JONAH JAMESON (V.O.)
    Believe me, the world is watching--
    PETER
    Wish me luck. Your friendly neighborhood Spider-Man could really use some.
    With that, Peter hangs up.

EXT. STATUE OF LIBERTY - CROWN - LATER (NIGHT)
    Peter leaps onto the crown of the Statue of Liberty, holding the Box. He scans the horizon.
    PETER
    Okay guys, it could be any minute now.

EXT. STATUE OF LIBERTY - SCAFFOLDING - SAME TIME (NIGHT)
    Raimi-Verse Peter WEBS cures throughout the scaffolding, keeping them hidden and safe.
    RAIMI-VERSE PETER
    Yep, almost done.
    As he sets the final cure in place...

EXT. STATUE OF LIBERTY - SCAFFOLDING/CROWN - MOMENTS LATER
    (NIGHT) The calm before battle. Webb-Verse Peter and Raimi-Verse Peter hang around on the scaffolding.
    WEBB-VERSE PETER
    You know Max was, like, the sweetest guy ever... before he fell into a pool of electric eels.
    RAIMI-VERSE PETER
    That'll do it.
    Raimi-Verse Peter's back tenses up. He stretches.
    RAIMI-VERSE PETER
    Ah, there it goes.
    WEBB-VERSE PETER
    You okay?
    RAIMI-VERSE PETER
    Oh, it's my back. It's kinda stiff from all the swinging I guess.
    WEBB-VERSE PETER
    Oh yeah, no, I got a middle back thing too.
    RAIMI-VERSE PETER
    Really?
    WEBB-VERSE PETER
    Yeah. You want me to crack it?
    RAIMI-VERSE PETER
    Yeah! Yeah, that'd be great.
    WEBB-VERSE PETER
    All right. You ready?
    RAIMI-VERSE PETER
    Yeah.
    Raimi-Verse Peter crosses his arms as Webb-Verse Peter CRACKS his back.
    RAIMI-VERSE PETER
    Oh, that's good.
    Webb-Verse Peter sets Raimi-Verse Peter back down.
    WEBB-VERSE PETER
    How is it?
    RAIMI-VERSE PETER
    Wow... that's good!
    WEBB-VERSE PETER
    (proudly)
    Right?
    RAIMI-VERSE PETER
    That's better.
    WEBB-VERSE PETER
    Yeah!
    RAIMI-VERSE PETER
    Wow.
    Webb-Verse Peter sits down, taking in the moment.
    WEBB-VERSE PETER
    Ah, this is so cool. I always wanted brothers.
    (then, curious)
    So you, like, make your own web fluid in your body?!
    RAIMI-VERSE PETER
    (defensive)
    I'd rather not talk about this.
    WEBB-VERSE PETER
    No! I don't mean to--
    RAIMI-VERSE PETER
    But are you teasing me--?
    From his lookout post at the crown, Peter chimes in:
    PETER
    No, no, no! No, no, no... he's not teasing you. It's just that, we can't do that, so naturally we're curious as to how your web situation works. That's all.
    WEBB-VERSE PETER
    But if it's personal, I don't want to, like, pry. But I just think it's cool.
    RAIMI-VERSE PETER
    No, I wish I could tell you, but it's like I don't do it. Like I don't... like I don't "do breathing." Like, breathing just happens.
    WEBB-VERSE PETER
    (mind blown)
    Whoa...
    PETER
    Like, does it just come out of your wrists? Or... does it come out of anywhere else?
    RAIMI-VERSE PETER
    Only... only the wrists.
    WEBB-VERSE PETER
    You've never had a web block? 'Cause I run out of webs all the time. I have to make my own in a lab.
    RAIMI-VERSE PETER
    Right. That's--
    WEBB-VERSE PETER
    And it's a hassle compared to what you got.
    RAIMI-VERSE PETER
    That sounds like a hassle. Yeah... but I did actually, you said that, I was like, "Oh! I had a web block."
    WEBB-VERSE PETER
    Whoa... why?
    RAIMI-VERSE PETER
    Existential crisis stuff.
    WEBB-VERSE PETER
    Yeah, I mean, like, don't get me started on that.
    PETER
    Hey, what are, like, some of the craziest villains that you guys have fought?
    RAIMI-VERSE PETER
    Seems you've met some of them.
    WEBB-VERSE PETER
    (laughs)
    That's a good question.
    RAIMI-VERSE PETER
    Yeah, I fought a... an alien made out of black goo once.
    PETER
    Oh, no way! I fought an alien too. On Earth and in space.
    RAIMI-VERSE PETER
    Oh!
    PETER
    Yeah, he was purple.
    WEBB-VERSE PETER
    I want to fight an alien!
    RAIMI-VERSE PETER
    (to Peter)
    I'm, I'm-- I'm still, like... that you've fought an alien in space.
    WEBB-VERSE PETER
    (sighs)
    I'm lame. Compared-- Like, I fought a Russian guy in, like, a rhinoceros machine.
    RAIMI-VERSE PETER
    Can we wind it back to the "I'm lame" part? 'Cause you are not.
    WEBB-VERSE PETER
    Aw, thanks. No, yeah, I appreciate it. I'm not saying, "I'm lame." I'm just saying, like--
    RAIMI-VERSE PETER
    But it's just the self-talk maybe we should, you know...
    WEBB-VERSE PETER
    (sighs)
    Yeah, listen, uh...
    RAIMI-VERSE PETER
    'Cause you're... you're amazing. Just to take it in for a minute.
    WEBB-VERSE PETER
    Yeah, yeah, yeah, I can take it in. No, I can take it in.
    RAIMI-VERSE PETER
    You... you are amazing.
    WEBB-VERSE PETER
    I can take it in.
    RAIMI-VERSE PETER
    (really grounding it)
    You are amazing!
    WEBB-VERSE PETER
    Thank you. Yeah--
    RAIMI-VERSE PETER
    Will you say it?
    WEBB-VERSE PETER
    No, I kinda need to hear that. Thank you.
    ANGLE ON Peter at the crown. SPIDER-SENSES going off.
    PETER
    All right, guys, focus up. You feel that?
    RAIMI-VERSE PETER
    Yeah.
    The Peters stand their ground. A storm brews. Lightning FLASHES...
    ELECTRO (O.S.)
    'Sup, Pete?
    Where'd that come from? ZAP! Electro bolts into view -- the ARC REACTOR mounted on his chest.
    ELECTRO
    How you like the new-new?
    (re: The Box)
    Look, you give it to me, I'm gonna destroy it.
    (laughs)
    But I'll let you live. Don't make me a murderer, Peter.
    Peter pulls on his mask and swings off with The Box. He calls out to the other Spider-Men over their comms:
    SPIDER-MAN (OVER COMMS)
    Okay, guys. Here he comes.
    As Electro chases after... ON THE SCAFFOLDING, Raimi-Verse Peter and Webb-Verse Peter pull on their masks and swing into action. Webb-Verse Spider-Man launches at Electro with the cure.
    WEBB-VERSE SPIDER-MAN
    Hey, Max! I missed you, man-- Whoa!
    Webb-Verse Spider-Man WEBS out of the way, just before-- ZAP! Electro barely misses him. BACK ON SPIDER-MAN
    SPIDER-MAN
    All right, MJ! Heads up!
    He reaches a PORTAL by the crown, tosses The Box through to--

INT. MIDTOWN HIGH - CHEMISTRY LAB - CONTINUOUS (NIGHT)
    --MJ and Ned, at the ready. MJ catches The Box.
    MJ
    Got it!
    (to Ned)
    Close it.
    Ned starts moving his arm in circles, like before. But... THE PORTAL WON'T CLOSE!
    MJ
    Uh... Ned, it's not closing.
    NED
    Yeah, I know.
    MJ
    Why isn't it closing?
    NED
    I don't know, I--
    MJ
    Did you close it before?
    NED
    No, I mean, I've opened some...

EXT. STATUE OF LIBERTY - PEDESTAL - SAME TIME (NIGHT)
    At the watery base of the statue... RAWR! Lizard LEAPS out of the water.

EXT. STATUE OF LIBERTY - VARIOUS - SAME TIME (NIGHT)
    Electro continues to shoot electric currents at Webb-Verse Spider-Man, who dodges them. Drops down on the crown.
    WEBB-VERSE SPIDER-MAN
    Max! Max, Max... can we just talk for a second? Just you and me, just--
    ELECTRO
    Look who showed up! My old friend, Spider-Man.
    WEBB-VERSE SPIDER-MAN
    I'm trying to save you, Max. That's all I've ever wanted.
    ELECTRO
    You're not trying to save me.
    WEBB-VERSE SPIDER-MAN
    I am.
    ELECTRO
    You ain't even the shit no more.
    Webb-Verse Spider-Man sighs, drops his head.
    ELECTRO
    Don't worry about me.
    (re: arc reactor)
    I saved myself. Burn up!
    Electro ZAPS a bolt -- flames licking Webb-Verse Spider-Man's heels as he dives away.
    WEBB-VERSE SPIDER-MAN (OVER COMMS)
    Well, I got his attention. Now what?
    RAIMI-VERSE SPIDER-MAN (OVER COMMS)
    Okay, great!
    REVEAL Raimi-Verse swinging by... Lizard hanging off his leg!
    RAIMI-VERSE SPIDER-MAN (OVER COMMS)
    Uh, just FYI -- Lizard guy's here too!
    Raimi-Verse Spider-Man KICKS Lizard loose -- sending Lizard SLAMMING onto the arm of a nearby crane. Raimi-Verse Spider-Man drops down above him, quickly backpedaling as Lizard advances.
    RAIMI-VERSE SPIDER-MAN (OVER COMMS)
    Guys, comm check! Hello?!
    ANGLE ON Spider-Man on the scaffolding, watching as-- Webb-Verse Spider-Man FLIPS and WEBS his way around Electro's pummeling bolts.
    WEBB-VERSE SPIDER-MAN (OVER COMMS)
    I need Max's cure!
    SPIDER-MAN (OVER COMMS)
    Yeah! I'm on it!
    Spider-Man looks to the crane -- Raimi-Verse Spider-Man frantically crawls away from an approaching Lizard.
    RAIMI-VERSE SPIDER-MAN (OVER COMMS)
    Peter, I need the Lizard cure!
    SPIDER-MAN (OVER COMMS)
    Uh, okay, okay!
    But before Spider-Man can help-- SLAM! Sandman's MASSIVE FIST smashes into him... sending Spider-Man over the ledge of the scaffolding... where Sandman clutches him in mid-air.
    SANDMAN
    Where's The Box, Peter?
    PETER
    Flint, we can help everyone!
    SANDMAN
    I don't care!
    Webb-Verse Spider-Man slingshots his way past them, Electro in hot pursuit. On the crane, Raimi-Verse Spider-Man battles Lizard. Just as... Spider-Man WEBS the crane, trying to pull himself out of Sandman's tightening grip... An unsuspecting Webb-Verse Spider-Man swings through-- WHAM! He's clotheslined by Spider-Man's web, FLUNG backwards, PLUMMETING... Webb-Verse Spider-Man WEBS a new line-- --WHICH HITS RAIMI-VERSE SPIDER-MAN IN THE FACE! As he struggles to see, Lizard SLAMS him into the crane.
    WEBB-VERSE SPIDER-MAN (OVER COMMS)
    Sorry!
    Webb-Verse Spider-Man quickly WEBS a new line, as Raimi-Verse Spider-Man rips the webbing from his mask.
    RAIMI-VERSE SPIDER-MAN
    Gross!
    Webb-Verse Spider-Man lands onto the crane. Electro approaches, calls out to Sandman:
    ELECTRO
    Sad to tell you, Sandman. Nobody's going home!
    Electro blasts Webb-Verse Spider-Man... but hits the crane instead -- CRACK! The crane comes CRASHING down... Lizard and Raimi-Verse Spider-Man still battling onboard... The crane SEVERS Sandman's massive arm and head... which falls away... freeing Spider-Man from Sandman's grip. ANGLE ON the falling crane... Raimi-Verse Spider-Man WEBS off just before... Lizard rides it down... gets PINNED. Electro continues after Webb-Verse Spider-Man... BLASTS him into the scaffolding! On Sandman, angered by the loss of his hand and head. Now drawing sand from all over... creating a massive SANDSTORM. Electro's blinded by the whirling debris.

EXT. STATUE OF LIBERTY - SCAFFOLDING - SAME TIME (NIGHT)
    On the scaffolding above the storm, Spider-Man rips off his mask, catching his breath. Well, that didn't go as planned. Webb-Verse Peter and Raimi-Verse Peter quickly join him.
    WEBB-VERSE PETER
    What the hell is going on out there?!
    (to Raimi-Verse Peter)
    WEBB-VERSE PETER
    I keep yelling at you, Peter-Two, Peter-Two, Peter-Two--
    RAIMI-VERSE PETER
    I know, but I thought you were Peter-Two.
    WEBB-VERSE PETER
    What?! I'm not Peter-Two!
    PETER
    Stop arguing! Both of you! Listen to Peter-One. Look, we're clearly not very good at this!
    WEBB-VERSE PETER
    I know, I know, we suck. I-- I don't know how to work as a team.
    RAIMI-VERSE PETER
    Me neither.
    PETER
    Well, I do! I have been in a team, okay? I don't want to brag, but I will... I was in The Avengers.
    RAIMI-VERSE PETER
    The Avengers?!
    PETER
    Yeah.
    RAIMI-VERSE PETER
    That's great!
    PETER
    Thank you.
    RAIMI-VERSE PETER
    What is that?
    PETER
    (confused)
    Wait. You don't have The Avengers?
    WEBB-VERSE PETER
    Is that a band? Are you in a band?
    PETER
    No, I'm not in a band. No, The Avengers is uh, uh... Earth's mightiest--
    ZAP! A bolt of electricity amid the sandstorm.
    RAIMI-VERSE PETER
    How's this helping?!
    PETER
    Look, it's not important. All we gotta do is focus, trust your tingle, and coordinate our attacks, okay?
    RAIMI-VERSE PETER
    (refocusing)
    Yes, okay. Let's pick one target.
    PETER
    Great.
    WEBB-VERSE PETER
    We take them off the board one at a time.
    PETER
    Now you got it! Okay--
    (points to self)
    Peter-One.
    (to Raimi-Verse Peter)
    Peter-Two.
    RAIMI-VERSE PETER
    Peter-Two.
    PETER
    (to Webb-Verse Peter)
    Peter-Three.
    WEBB-VERSE PETER
    Peter-Three!
    PETER
    All right. Let's do this. Ready?
    RAIMI-VERSE PETER
    Let's go--
    As they begin to move off--
    WEBB-VERSE PETER
    Wait, wait, wait, wait, wait!
    They all stop, turn back.
    WEBB-VERSE PETER
    I love you guys.
    Awkward, but they take that in.
    PETER/RAIMI-VERSE PETER
    Thank you.
    PETER
    All right, let's do this.
    RAIMI-VERSE PETER
    Let's go.
    The three of them share a determined look. Three Peters, united as one. They pull on their masks and LEAP off the scaffolding--

EXT. STATUE OF LIBERTY - VARIOUS - CONTINUOUS (NIGHT)
    THREE SPIDER-MEN SWINGING AS A TEAM! They land, one by one, on the Statue of Liberty's crown. Just as-- Sandman, Electro, and Lizard rise directly across from them. THREE SPIDER-MEN VS. THREE VILLAINS! Electro chases Spider-Man, swinging through the scaffolding.
    SPIDER-MAN (OVER COMMS)
    Okay, Spider-Mans, Sandman's first.
    Sandman, now gigantic, chases Raimi-Verse Spider-Man through another part of the scaffolding.
    RAIMI-VERSE SPIDER-MAN (OVER COMMS)
    I'm gonna lead him inside the statue.
    Lizard chases Webb-Verse Spider-Man.
    WEBB-VERSE SPIDER-MAN (OVER COMMS)
    I'll meet you at the top.
    Webb-Verse Spider-Man grabs the SANDMAN CURE. Lizard LEAPS... pins Webb-Verse Spider-Man down.
    WEBB-VERSE SPIDER-MAN
    Hey, Doctor Connors...
    LIZARD
    Hello, Peter.
    Just then, Spider-Man swings by, Electro trailing.
    WEBB-VERSE SPIDER-MAN (OVER COMMS)
    Peter-One!
    Webb-Verse Spider-Man throws the cure...
    SPIDER-MAN (OVER COMMS)
    I got it!
    CAUGHT! But Electro ZAPS... hitting Spider-Man... who drops the Sandman cure onto the scaffolding below. Elsewhere... Raimi-Verse Spider-Man scrambles to evade Sandman, who is closing in... Spider-Man crawls inside the Statue of Liberty, climbing and webbing his way to the top...
    RAIMI-VERSE SPIDER-MAN
    Flint! We're trying to help you!
    But Sandman won't give up the chase. Raimi-Verse Spider-Man sighs... WEBS to the top of the Statue of Liberty... He's inside the crown -- there's nowhere else to go! Sand quickly flooding in all around him...
    RAIMI-VERSE SPIDER-MAN (OVER COMMS)
    Guys, I'm at the top. I need the cure!
    Arms of sand grab at Raimi-Verse Spider-Man, pulling him under... Spider-Man rapidly climbs up the scaffolding.
    SPIDER-MAN (OVER COMMS)
    I'm coming, I'm coming, I'm coming!
    But Webb-Verse Spider-Man is still pinned beneath Lizard... holding back his GAPING JAWS. He HEADBUTTS him.
    WEBB-VERSE SPIDER-MAN
    Just wait--
    KICKS Lizard back.
    WEBB-VERSE SPIDER-MAN
    --Your--
    WEBS Lizard to the scaffolding.
    WEBB-VERSE SPIDER-MAN
    --Turn, Doc!
    Lizard's trapped. For now...
    WEBB-VERSE SPIDER-MAN
    I'll be right back.
    Lizard ROARS in anger, as Webb-Verse Spider-Man runs off... He grabs the fallen Sandman cure, jumps off the scaffolding, and prepares to slingshot himself to the crown, when-- Electro appears, throws a BOLT-- Webb-Verse Spider-Man DODGES it just in time... FLINGING himself to the top of the statue. He throws the cure... Spider-Man catches it! He tosses the cure through the open slots of the statue's crown to... Raimi-Verse Spider-Man, now completely engulfed in sand, save for his grasping hand, which... GRABS the cure, clicks the device on-- BOOM! A BLAST OF GOLDEN LIGHT! The sand quickly retreats. Raimi-Verse Spider-Man pulls off his mask, gasping for air... He watches as the sand continues to fall away, to reveal... FLINT MARKO. A man once again. It worked!
    RAIMI-VERSE PETER
    (amazed)
    It's okay, Flint. We're gonna get you home. Just... stay right here.

EXT. STATUE OF LIBERTY - CROWN - SAME TIME (NIGHT)
    FLASHES OF LIGHTNING! CRACKLING BOLTS! Electro grows with power, amplified by the ARC REACTOR on his chest. Raimi-Verse Spider-Man joins the other Spider-Men on top of the crown.
    RAIMI-VERSE SPIDER-MAN
    How do we stop him?
    WEBB-VERSE SPIDER-MAN
    I've never seen him this powerful.
    SPIDER-MAN
    It's the arc reactor, we gotta get it off him.
    Electro GLOWS brighter, shakes his head.
    ELECTRO
    You're not gonna take this away from me.
    Spider-Man WEBS the arc reactor. Electro easily RIPS the web away.
    ELECTRO
    That's not gonna work!
    CRACK! Electro fires a huge BOLT of arc electricity at the Spider-Men. They all jump, landing on the nearby scaffolding.
    SPIDER-MAN
    Okay, we gotta do this up close. Peter-Two, go right. Peter-Three, go left. On me!
    THWIP-TWHIP-THWIP! The three Spider-Men simultaneously fire webs, attempting to secure Electro. Spider-Man goes in for the cure... but is BLASTED by electricity! Raimi-Verse Spider-Man jumps in... Electro effortlessly JOLTS him... sending him tumbling off the scaffolding. Webb-Verse Spider-Man leaps forward, cure in hand. He too is SHOCKED by Electro... streams of electric currents holding him in place. Off his screams-- A sneak-attack from behind! Spider-Man leaps, but Electro deflects, SHOCKS Spider-Man straight into the Statue of Liberty. Spider-Man FREE-FALLS--

EXT. STATUE OF LIBERTY - SCAFFOLDING - CONTINUOUS (NIGHT)
    --Tumbling through construction netting, SLAMMING to a stop on the scaffolding below. Elsewhere... Lizard BREAKS FREE from the webs. He stops, hears Ned and MJ in the lab--
    MJ (O.S.)
    Um, I don't really know how else to tell you that it's not closing.
    NED (O.S.)
    I'm trying to close it, MJ! Don't tell them that it's not working!

INT. MIDTOWN HIGH - CHEMISTRY LAB - SAME TIME (NIGHT)
    Ned struggles to close the portal. Deep breaths.
    NED
    Okay, wait, wait. Yeah... wait. We'll just keep going.
    MJ
    All right, no. It's fine... you're gonna do it again. We're just gonna keep trying.
    NED
    All right, all right, we got it, we got it... we got this!
    MJ
    (calming voice)
    Focus. Close the portal... close the portal...

EXT. STATUE OF LIBERTY - SCAFFOLDING - INTERCUT - SAME (NIGHT)
    Spider-Man spots Lizard CHARGING at the portal!
    SPIDER-MAN
    Oh no. No, no, no!
    WHOOSH! Spider-Man SWINGS to the portal... IN THE LAB, as Ned and MJ panic--
    MJ
    And that is a lizard!
    NED
    No, no, it's a big lizard!
    They take off running as Lizard LEAPS through the portal, CRASHING through the chairs and lab tables. Spider-Man swings into the portal, KICKS Lizard back--
    SPIDER-MAN
    Run!
    Ned and MJ run for their lives. They have no choice but to head through the open portal onto-- THE STATUE OF LIBERTY SCAFFOLDING! Lizard nearly has them... but Spider-Man pulls him back--
    SPIDER-MAN
    Connors, stop!
    Spider-Man and Lizard battle it out... tumbling through the portal, back onto the Statue of Liberty scaffolding... Lizard SLAMS Spider-Man down, races after Ned and MJ.

EXT. STATUE OF LIBERTY - CROWN - SAME TIME (NIGHT)
    On Webb-Verse Spider-Man, still pinned in place by Electro's surging power. As Electro laughs, Webb-Verse Spider-Man loses his grip on the Electro cure device -- it hits the scaffolding below-- --Where Raimi-Verse Spider-Man WEBS it! Readies for attack. When suddenly-- CLUNK! A tentacle arm GRABS him, swings him back. Raimi- Verse Spider-Man drops the cure, as-- CLUNK! Another tentacle arm GRABS Webb-Verse Spider-Man... Electro's bolts still JOLTING through him. CLOSE ON Doc Ock, rising into view behind Electro.
    DOC OCK
    Leave 'em. They're mine.
    ELECTRO
    I don't need your help. I've got it just fine.
    RAIMI-VERSE SPIDER-MAN
    (recognizing)
    Dr. Octavius, no...
    Off Doc Ock's grin... CLUNK! Electro looks down -- a third tentacle claw has LATCHED ONTO THE ARC REACTOR on his chest! It was a ruse to draw him closer, and it worked.
    ELECTRO
    What are you doing?!
    Ock turns to face Electro...
    ELECTRO
    Get it off of me!
    Doc Ock releases the Spider-Men to the scaffolding below... retrieves the fallen cure... On Electro as Doc Ock YANKS the arc reactor off him with one tentacle, and with another, SETS the ELECTRO CURE DEVICE in place! A BLAST OF DISSIPATING ELECTRIC CURRENTS!
    DOC OCK
    There you go.
    Electro no more. Now MAX DILLON. Cured.

EXT. STATUE OF LIBERTY - SCAFFOLDING - SAME TIME (NIGHT)
    On Ned and MJ, running for their lives from Lizard. Ned desperately tries to open a portal to some place else. Any place else. Lizard jumps at them-- Ned manages to OPEN A PORTAL! To the bottom of New York Bay! WATER floods through... knocking Lizard back. MJ grabs the Lizard cure device... Lizard skids to a stop, water and broken scaffolding falling about him. Spider-Man swings down to meet him, KICKS Lizard back--
    SPIDER-MAN
    MJ!
    MJ throws Spider-Man the Lizard cure... RAWR! Lizard LEAPS forward... Spider-Man grabs the cure and SHOVES it into Lizard's gaping jaws. HISS! The gas is released. Lizard staggers backward, beginning to transform.
    NED
    Whoa!
    Ned and MJ watch, amazed. Then MJ grabs The Box from Ned.
    MJ
    We gotta hide this thing!
    NED
    Oh, right... right, right--
    Ned quickly opens a PORTAL... a warm desert breeze blows in, as out of the Mirror Dimension steps-- DR. STRANGE. Glaring at Ned and MJ. Not happy.
    DR. STRANGE
    Where is he?
    Strange magics The Box out of MJ's hands.
    NED
    No!
    MJ
    Wait, wait, wait--
    NED
    Before you do anything Mister-- Dr. Strange, sir, uh... Peter's plan is working!
    DR. STRANGE
    What plan?
    NED
    He's curing them!
    Dr. Strange walks forward to see... Lizard transforming back into Dr. Curt Connors, Spider-Man at his side.
    SPIDER-MAN
    Doctor Connors?
    (then)
    Welcome back, sir.
    Strange reacts, surprised.
    DR. STRANGE
    Well, I'll be damned.
    He turns to Ned.
    DR. STRANGE
    Did you just open a portal?
    NED
    Yes-- Yes, sir. I did.
    DR. STRANGE
    (quietly impressed)
    Hmm.
    He walks off. Ned looks to MJ, in shock. Did Dr. Strange just give him an approving nod?!

EXT. STATUE OF LIBERTY - UPPER SCAFFOLDING - SAME (NIGHT)
    One of Doc Ock's tentacles gently drops Max Dillon onto the scaffolding. Webb-Verse Peter drops down beside him.
    WEBB-VERSE PETER
    (cautious)
    Max? Max...
    MAX DILLON
    Don't worry. I'm all tapped out.
    WEBB-VERSE PETER
    Are you sure about that?
    Max sighs, leans against a railing.
    MAX DILLON
    Back to being a nobody.
    WEBB-VERSE PETER
    You were never a nobody, Max.
    MAX DILLON
    Oh yes I was. Yes I was. You didn't see me.
    (laughs, then)
    Can I tell you something though?
    WEBB-VERSE PETER
    Yeah.
    MAX DILLON
    You gotta nice face. You just a kid.
    WEBB-VERSE PETER
    Eh...
    MAX DILLON
    You from Queens. You got that suit. You help a lot of poor people. I just thought you was gonna be Black.
    WEBB-VERSE PETER
    Oh man, I'm sorry.
    MAX DILLON
    No, no, don't apologize. There's gotta be a Black Spider-Man somewhere out there.
    Webb-Verse Peter nods. There probably is.
    MAX DILLON
    Goddamn eels...
    As Webb-Verse Peter helps Dillon to his feet...

EXT. STATUE OF LIBERTY - CROWN - SAME TIME (NIGHT)
    Doc Ock examines the arc reactor in his hand.
    DOC OCK
    The power of the sun...
    RAIMI-VERSE SPIDER-MAN
    In the palm of your hand.
    Doc Ock turns to see--
    DOC OCK
    Peter?
    Raimi-Verse Spider-Man pulls off his mask. A reunion.
    RAIMI-VERSE PETER
    Otto.
    DOC OCK
    Oh, it's good to see you, dear boy.
    RAIMI-VERSE PETER
    It's good to see you.
    DOC OCK
    You're all grown up.
    (then, laughs)
    How are you?
    RAIMI-VERSE PETER
    Trying to do better.
    They share a smile. Then a NOISE directs them towards-- Dr. Strange emerges from a PORTAL near the crown, carrying The Box. Spider-Man drops down in front of him, takes off his mask.
    PETER
    Strange, wait, we're so close--
    DR. STRANGE
    Skip it! I've been dangling over the Grand Canyon for twelve hours!
    Dr. Strange stops when he notices... RAIMI-VERSE PETER.
    PETER
    I know. I know, I know, I, uh... um, ah...
    Webb-Verse Peter falls in -- all three Spider-Men in a row. Dr. Strange's jaw drops.
    PETER
    I'm sorry about that, sir. I mean...
    A confused Raimi-Verse Peter steps in, looks to Dr. Strange.
    RAIMI-VERSE PETER
    You went to the Grand Canyon?
    WEBB-VERSE PETER
    He coulda used your help, man.
    Dr. Strange rolls his eyes, shakes his head.
    PETER
    No, no, no, it's okay! It's okay! Uh, these... these are my new friends.
    (re: Raimi-Verse Peter)
    This is Peter Parker.
    (re: Webb-Verse Peter)
    This is Peter Parker. Spider-Man. Spider-Man. They're mes from... other universes. They're here to help.
    This is all too much for Dr. Strange.
    DR. STRANGE
    No, no...
    Peter turns to the other Peters:
    PETER
    This is the wizard that I was telling you about.
    DR. STRANGE
    Look, I am really impressed that you've managed to give them all a second chance, kid. But this has to end. Now.
    GREEN GOBLIN (O.S.)
    Can the Spider-Man come out to play?!
    Raimi-Verse Peter turns towards that oh so familiar voice, his eyes WIDENING when he sees-- GREEN GOBLIN on his glider, silhouetted by the moon. He rockets down, lobbing volley after volley of PUMPKIN BOMBS! Doc Ock deftly springs into action -- GRABBING BOMBS out of Dr. Strange's path -- while the Peters quickly DODGE several EXPLOSIONS. In the chaos, Goblin swoops down and-- STEALS THE BOX from Dr. Strange! Peter turns to see-- THUNK! One of Doc Ock's tentacles grabs onto the glider, holding Goblin in place, as-- Dr. Strange uses an Eldritch Whip to TAKE BACK THE BOX! Furious, Goblin twists -- his glider SLICING through Ock's tentacle arm! AGH! Ock shudders in pain, as Goblin jets off. ANGLE ON Strange manipulating The Box with magic... Suddenly, all three Peters sense it... something off about The Box... something inside. A PUMPKIN BOMB!
    PETER
    Strange, no--!
    BOOM! The bomb detonates... THE BOX EXPLODES! Fragments of debris hurled in every direction... followed by the swirling, spinning magic of... THE BROKEN SPELL, unleashed and unstable! It RIPPLES through the Captain America shield, which BREAKS OFF--

EXT. STATUE OF LIBERTY - SCAFFOLDING - CONTINUOUS (NIGHT)
    --HURTLING through level after level of scaffolding... a crumbling avalanche of twisted metal. A SCREAM! MJ falls backwards, tumbling off the collapsing scaffolding. Ned tries to catch her, but LOSES HIS OWN FOOTING! He barely manages to grab a bent pole, dangling in mid-air... ANGLE ON Peter, hearing MJ... he DIVES after her... reaching out... almost there... WHAM! Green Goblin (on his glider) SLAMS into him, carrying Peter in the opposite direction! MJ's eyes go wide in horror as she plummets-- Webb-Verse Peter quickly reacts... swings down towards her--

EXT. STATUE OF LIBERTY - PEDESTAL - CONTINUOUS (NIGHT)
    --AND CATCHES MJ, just in time! MJ gasps for air, adrenaline surging.
    WEBB-VERSE PETER
    Are you okay?
    MJ
    Yeah. I'm okay.
    (then, noticing)
    Are you okay?
    Overwhelmed with emotion, Webb-Verse Peter nods. Having just relived the worst moment of his life when he lost Gwen Stacy in THE AMAZING SPIDER-MAN 2. But this time, he prevailed.

EXT. STATUE OF LIBERTY - CROWN - SAME TIME (NIGHT)
    ON STRANGE Floating above the crown, shaking with effort as he tries to bring the errant spell under control...

EXT. STATUE OF LIBERTY - SAME TIME (NIGHT)
    ON THE SHIELD Barely held back by flimsy bars of scaffolding. DING! One of the bars breaks. The shield SHUDDERS.

EXT. STATUE OF LIBERTY - SCAFFOLDING - SAME TIME (NIGHT)
    ON NED Hanging from the bent pole, straining to hold on.

EXT. STATUE OF LIBERTY - UPPER SCAFFOLDING - SAME (NIGHT)
    ON MAX DILLON As one of Doc Ock's tentacles wraps around him, moving him out of harm's way.

EXT. STATUE OF LIBERTY - CROWN - SAME TIME (NIGHT)
    BACK ON STRANGE Straining... the spell nearly contained, when-- A BLAST OF MAGIC! The spell erupts, billowing outwards. DEEP, GLOWING CRACKS pierce through the night sky.

EXT. STATUE OF LIBERTY - SCAFFOLDING - SAME TIME (NIGHT)
    AHH! Ned loses his grip on the bent pole... plummeting, flailing in mid-air, when-- WHOOSH! He's saved by THE CLOAK OF LEVITATION!
    NED
    Whoa!

EXT. STATUE OF LIBERTY - VARIOUS - SAME TIME (NIGHT)
    CRACK! The shield finally gives, RIPPING through the remaining scaffolding, SLAMMING onto the pedestal base, just as-- Raimi-Verse Peter WEBS Dr. Connors, Doc Ock, and Max Dillon, saving them from plunging to their deaths, as-- Cloak gently lowers Ned to the statue's base... where the shield ROLLS to a clattering stop at the water's edge.

EXT. STATUE OF LIBERTY - TORCH - SAME TIME (NIGHT)
    Atop Lady Liberty -- her TORCH no longer obscured. Dr. Strange floats above it, looking all around... NEW RIFTS and OPENINGS SPLIT their way through the skyline. He quickly sets to work, combating the onslaught of the Multiverse... SEALING one rift... then another... Will he be able to hold back the tide?

EXT. GOBLIN'S GLIDER - SAME TIME (NIGHT)
    ON PETER Struggling with Green Goblin, hanging off his glider... Peter pulls out a pumpkin bomb.... shoves it into the glider's mechanics... BEEP-BEEP-BOOM! AGH! The two of them tumble, crash-landing across the FALLEN SHIELD.

EXT. STATUE OF LIBERTY - PEDESTAL - SAME TIME (NIGHT)
    The Cloak of Levitation drops Ned down and flies off.
    NED
    Thank you, Mr. Cape. Sir.
    MJ (O.S.)
    Ned?
    MJ rounds the corner--
    MJ
    Ned... Ned!
    They run into each other's arms.

EXT. THE FALLEN SHIELD - SAME TIME (NIGHT)
    Peter gets to his feet, concerned, looking around...
    PETER
    (calls out)

EXT. STATUE OF LIBERTY - PEDESTAL - INTERCUT - SAME (DAWN)
    MJ releases from the hug--
    MJ
    Peter?!
    PETER (O.S.)
    MJ?!
    From the base of the Statue of Liberty, MJ and Ned look over to see... Peter on the shield at the water's edge. MJ waves.
    MJ
    Peter! Hey!
    PETER
    Are you okay?
    MJ
    We're okay.
    He sighs in relief. Meanwhile... Green Goblin JOLTS upright at the other end of the shield. The sun just beginning to crest the horizon. Peter turns to face him, eyes narrowing, seeing red. Green Goblin rises, rips off his goggles.
    GREEN GOBLIN
    Poor, Peter. Too weak to send me home to die.
    PETER
    No. I just want to kill you myself.
    GREEN GOBLIN
    Attaboy!
    Enraged, Peter rushes at Green Goblin -- they CLASH! Peter PUMMELS him with a murderous intensity. Goblin breaks free -- SNICK! Releases his arm blades and swings them at Peter as they battle it out... Peter getting the upper hand, brutally beating Goblin back...

EXT. STATUE OF LIBERTY - PEDESTAL - SAME TIME (DAWN)
    At the base of the Statue of Liberty, Raimi-Verse and Webb- Verse Peter run forward to see--

EXT. THE FALLEN SHIELD - SAME TIME (DAWN)
    Peter batters Goblin until he's down on his knees... a barrage of punches... Goblin collapses to the ground, spent.

EXT. STATUE OF LIBERTY - PEDESTAL - SAME TIME (DAWN)
    A quick look between the other Peters. We have to do something.

EXT. THE FALLEN SHIELD - SAME TIME (DAWN)
    Peter lays into Goblin, who takes punch after punch after punch...

EXT. STATUE OF LIBERTY - PEDESTAL - SAME TIME (DAWN)
    MJ and Ned look on with concern as--

EXT. THE FALLEN SHIELD - SAME TIME (DAWN)
    Peter grabs Goblin's glider, crashed at the base of the shield. He drifts towards Goblin, murder in his eyes... lifts the glider over his head, about to bring the gleaming blades down on Goblin when-- RAIMI-VERSE PETER jumps between them, stopping Peter! Peter screams, unrelenting... A pleading look on Raimi-Verse Peter's face. Don't do this. Slowly, gradually... Peter relaxes. A wordless understanding between the two Peter Parkers. As Peter sets the glider down-- SHUNK! Raimi-Verse Peter's face falls... Goblin STABBED him in the back! Raimi-Verse Peter collapses.

EXT. STATUE OF LIBERTY - PEDESTAL - SAME TIME (DAWN)
    ANGLE ON Webb-Verse Peter. He rushes forward with the Goblin cure, spots the standoff on the shield...

EXT. THE FALLEN SHIELD - SAME TIME (DAWN)
    Goblin staggers upright, eager for more. Taunting Peter.
    GREEN GOBLIN
    She was there because of you...
    Peter faces him, eyes narrowing.
    GREEN GOBLIN
    I may have struck the blow. But you...
    (laughs)
    You are the one that killed her.
    As Green Goblin CACKLES with glee...

EXT. STATUE OF LIBERTY - PEDESTAL - SAME TIME (DAWN)
    Webb-Verse Peter throws the Goblin cure!

EXT. THE FALLEN SHIELD - INTERCUT - SAME TIME (DAWN)
    Peter turns, grabs it-- SHUNK! HE STABS GOBLIN IN THE NECK! Goblin staggers. Shocked. In pain. CLICK! PETER INJECTS GOBLIN WITH THE ANTI-SERUM! From the floor of the shield, Raimi-Verse Peter smiles with relief. From the pedestal, Webb-Verse Peter sighs with relief. Goblin falls back on his haunches, then... A look of recognition.
    NORMAN
    ...Peter?
    Norman sees Raimi-Verse Peter on the ground. Remembering everything. May.
    NORMAN
    What have I done?
    Webb-Verse Peter rushes to Raimi-Verse Peter's aid. The latter realizes the former tossed the cure.
    RAIMI-VERSE PETER
    It was you...
    WEBB-VERSE PETER
    You okay?
    RAIMI-VERSE PETER
    Uh, yeah, I'm good. I've been stabbed before.
    WEBB-VERSE PETER
    Oh, good. Good, good, good...
    Peter joins them.
    PETER
    Hey.
    (re: stab wound)
    Oh, man.
    WEBB-VERSE PETER
    Hey, nice catch.
    PETER
    Nice throw.
    The three Peters share a moment. Then-- CHAOTIC RUMBLINGS FROM ABOVE!
    RAIMI-VERSE PETER
    What? Is that happening, or am I dying?
    WEBB-VERSE PETER
    Oh, yeah, no. That's happening, that's real.
    RAIMI-VERSE PETER (O.S.)
    Are there... people in the sky?

EXT. STATUE OF LIBERTY - TORCH - SAME TIME (DAWN)
    High above the Statue of Liberty, the mangled spell continues... SHADOWY SILHOUETTES forming everywhere... Dr. Strange trembles from the strain of holding the Multiverse at bay. But try as he might, more and more silhouettes keep appearing.

EXT. THE FALLEN SHIELD - SAME TIME (DAWN)
    Peter can clearly see -- they're running out of time.
    PETER
    I gotta go.
    WEBB-VERSE PETER
    Yeah, yeah, I got it.
    (to Raimi-Verse Peter)
    You okay?

EXT. STATUE OF LIBERTY - TORCH - MOMENTS LATER (DAWN)
    Peter WEBS to the top of the torch.
    PETER
    What's happening?
    DR. STRANGE
    They're starting to come through, and I can't stop 'em!
    PETER
    There's gotta be something we can do! Can't you just cast the spell again? But the original way, before I screwed it up.
    DR. STRANGE
    We're too late for that. They're here! They're here because of you.
    A beat as this lands on Peter. Then--
    PETER
    What if everyone forgot who I was?
    DR. STRANGE
    What?!
    PETER
    They're coming here because of me, right? Because I'm Peter Parker? So cast a new spell, but this time make everyone forget who Peter Parker is. Make everyone forget... me.
    DR. STRANGE
    No.
    PETER
    But it would work, right?
    DR. STRANGE
    Yeah, it would work. But you gotta understand that would mean that everyone who knows and loves you, we...
    (voice catches, then)
    We'd have no memory of you. It would be as though you never existed.
    PETER
    ...I know.
    (resolved)
    Do it.
    Dr. Strange reluctantly nods, his heart breaking for Peter.
    DR. STRANGE
    You better go and say your goodbyes. You don't have long.
    PETER
    Thank you, sir.
    Peter moves to leave--
    DR. STRANGE
    Call me Stephen.
    Peter stops, moved by the gesture.
    PETER
    Thank you, Stephen.
    DR. STRANGE
    (smiles)
    Yeah... still feels weird.
    Peter smiles back.
    PETER
    I'll see you around.
    As Peter swings off, Strange chokes back emotion.
    DR. STRANGE
    So long, kid.
    Then he looks to the sky, the Multiverse unfolding. He begins to cast the new spell.

EXT. THE FALLEN SHIELD - CONTINUOUS (DAWN)
    Webb-Verse Peter holds Raimi-Verse Peter up on his feet. Peter swings down to meet them.
    PETER
    Hey! Uh... I think this is it. I think you're about to go home.
    RAIMI-VERSE PETER
    Okay.
    WEBB-VERSE PETER
    All right.
    PETER
    Um, look, I, uh... thank you! I just want to-- I want you-- I want to tell you that... I really don't know how to say this, I--
    WEBB-VERSE PETER
    Peter...
    PETER
    I want you to know that I'm--
    The other two Peters smile.
    RAIMI-VERSE PETER
    You know. It's what we do.
    PETER
    (smiles)
    Yeah. It's what we do. Um... Right, I gotta find Ned and MJ.
    Peter moves off, then quickly turns back. Hugs them.
    PETER
    Thank you. Thank you. Thank you. Thank you.
    (pulls back)
    I guess... I guess I'll see you.
    RAIMI-VERSE PETER
    Same.
    A final smile between the three. More than just counterparts now. Friends. As Peter runs off, Raimi-Verse Peter winces.
    WEBB-VERSE PETER
    You're in so much pain, huh?
    RAIMI-VERSE PETER
    I am.
    WEBB-VERSE PETER
    Yeah.

EXT. STATUE OF LIBERTY - PEDESTAL - CONTINUOUS (DAWN)
    Peter swings over to MJ and Ned. MJ sighs with relief.
    MJ
    You're okay!
    A group hug. Then Peter pulls back, takes them in...
    PETER
    Are you okay?
    MJ
    Yeah, we're okay.
    Peter notices a cut above MJ's eye.
    PETER
    Oh my God, you're bleeding.
    Peter holds MJ's face in his hand, inspects her cut.
    MJ
    No, I'm fine. I'm okay.
    PETER
    Are you sure?
    MJ
    I'm fine. I promise.
    PETER
    (relieved)
    Okay. Okay...
    MJ
    Um... we should go, right?
    Peter struggles to find the words. ECHOING THUNDER from above. The new spell is quickly progressing...
    PETER
    You're gonna forget who I am.
    NED
    ...What?
    MJ
    Forget who you are -- what are you talking about?
    PETER
    It's okay. I'm gonna come and find you, and I'll explain everything.
    MJ and Ned's faces fall as they realize...
    PETER
    I'll make you remember me, and it will be like none of this ever happened. Okay?
    MJ
    (panicking)
    Okay, but what if that doesn't work? What if-- What if that doesn't work? What if we can't remember you? I don't want to do that. I don't-- I don't want to do that.
    PETER
    I know, MJ. I know.
    MJ
    But, what-- Is there not something we can do? We can't come up with, like, a plan or something, you know? There's always something we can do?
    PETER
    (shakes his head)
    There's nothing we can do.
    (then, reassuring)
    But it'll be okay.
    MJ tries to catch her breath, as Ned's eyes brim with tears.
    NED
    You promise?
    PETER
    Yeah, I promise.
    Peter and Ned do a bittersweet version of their special handshake from HOMECOMING. Then Peter pulls Ned into a hug.
    PETER
    I'll come find you, okay?
    NED
    I know you will.
    They release from the hug. Peter turns to MJ.
    MJ
    You better. If you don't, I'm just gonna figure it out. I've done it before, I can do it again.
    PETER
    I promise I'll fix this.
    MJ
    I really hate magic.
    Peter laughs, a small, knowing grin.
    PETER
    Yeah, me too.
    She takes him in, then--
    MJ
    I love you.
    PETER
    I love--
    MJ
    Just wait. Wait and tell me when you see me again.
    PETER
    Sure.
    Ned looks to the sky -- more RUMBLINGS as the new spell takes effect. Peter turns to MJ. They don't have much longer... He pulls MJ into a kiss. Magic swirling above them, just as it did when the original spell was first cast in the Sanctum. Peter and MJ locked in embrace.

EXT. STATUE OF LIBERTY - TORCH - SAME TIME (DAWN)
    Atop the Statue of Liberty, Dr. Strange maneuvers the new spell to override the broken one.

EXT. THE FALLEN SHIELD - SAME TIME (DAWN)
    Arms around each other, Raimi-Verse Peter and Webb-Verse Peter watch as the magic takes hold.

EXT. STATUE OF LIBERTY - TORCH - SAME TIME (DAWN)
    Dr. Strange continues to direct the new spell, as...

EXT. STATUE OF LIBERTY - PEDESTAL - SAME TIME (DAWN)
    Max Dillon FADES AWAY... then Octavius...

EXT. THE FALLEN SHIELD - SAME TIME (DAWN)
    Norman DISAPPEARS...

EXT. STATUE OF LIBERTY - CROWN - SAME TIME (DAWN)
    Inside the crown, Marko EVAPORATES...

EXT. STATUE OF LIBERTY - PEDESTAL - SAME TIME (DAWN)
    Connors VANISHES...

EXT. STATUE OF LIBERTY - TORCH - SAME TIME (DAWN)
    A WIDE SHOT of Dr. Strange floating above the Statue of Liberty, manipulating the radiating circle of the spell.

EXT. THE FALLEN SHIELD - SAME TIME (DAWN)
    Raimi-Verse Peter and Webb-Verse Peter wave goodbye as they DISSOLVE into the ether...

EXT. STATUE OF LIBERTY - PEDESTAL - SAME TIME (DAWN)
    BACK ON Peter and MJ, reluctant to let go... He makes the first move -- steps back, jumps up on a ledge. But before he webs off, he glances up at the Statue of Liberty--

EXT. STATUE OF LIBERTY - TORCH - INTERCUT - SAME TIME (DAWN)
    --Where Dr. Strange, his new spell nearly complete, nods his own goodbye. Peter looks back at MJ. The spell about to hit her, but she manages to mouth one last "I love you." Peter WEBS off just before the light of the completed spell washes over them... A BLAST OF SPELL MAGIC! The sky clears. The new spell complete. All is calm. As the morning sun rises over Lady Liberty...
    J. JONAH JAMESON (PRE-LAP)
    It's been a few weeks since the fiasco on the Statue of Liberty--

INT. DAILY BUGLE STUDIO - A FEW WEEKS LATER (DAY)
    J. Jonah Jameson reports live from his desk.
    J. JONAH JAMESON
    --And Spider-Man's cultists continue to contend that the vile vigilante is a hero! Well, if he were a hero, he'd unmask himself and tell us who he really is! Because only a coward conceals his identity. Only a coward hides his true intentions!

EXT. DONUT SHOP - DAY
    Peter walks down the street. This time, no one recognizes him.
    J. JONAH JAMESON (V.O.)
    Rest assured, ladies and gentlemen, this reporter will uncover those intentions come hell or high water.
    Peter reads aloud to himself from a hand-written note:
    PETER
    Hi, my name is Peter Parker. You don't know me, but I... uh. Hi, my name is Peter Parker, and you don't know me, but you--
    He stops outside the donut shop. Now with holiday decorations. Christmas lights. He enters...

INT. DONUT SHOP - CONTINUOUS (DAY)
    Peter finds MJ, talking and laughing with an older customer, a STAN LEE LOOK-ALIKE. MJ turns, looks up at him, and waves. He's taken aback... Until he realizes she was waving at Ned, who has just entered behind him.
    NED
    (to MJ)
    Hey!
    Ned walks past Peter and sits at the counter.
    MJ
    (to Ned)
    One sec.
    (to Peter)
    Can I help you?
    PETER
    Hi, um, My name is Peter Parker. And I...
    (loses nerve)
    Would like a coffee, please.
    MJ
    Okay, no problem, Peter Parker.
    As MJ goes for the coffee pot, she chats with Ned. Hands over a free donut.
    MJ
    Donut for my fellow engineer.
    NED
    Oh... Wait, what?
    MJ
    MIT, they're the Engineers. The Mascot.
    NED
    Oh, right, right, right. I should probably know that.
    (then)
    Look at you with the school spirit!
    MJ
    Tell anybody, I will deny it.
    NED
    Oh, right, right...
    Ned looks back at his phone, scrolling. Peter smiles. Happy to see them. Thrilled that they got in. MJ slides Peter his coffee. ANGLE ON the cup: "We Are Happy To Serve You."
    MJ
    Peter Parker.
    (no reply)
    ...Peter Parker?
    Peter breaks his concentration from Ned, turns to MJ.
    MJ
    Your coffee.
    PETER
    Right. Thank you.
    MJ
    Mmm-hmm.
    PETER
    Um... are you excited for MIT?
    MJ is confused at first. But then she realizes -- he must have overheard her and Ned.
    MJ
    Oh. Uh, right, yeah. Uh...
    (then)
    Yeah, actually, I am excited which is weird 'cause I don't really get excited about things. I kind of expect disappointment--
    PETER
    --'Cause then you'll never actually be disappointed. Right?
    A flicker of déjà vu on her face, then, recovering:
    MJ
    Uh, yeah. Right. It's just, um-- I dunno, it just kinda feels different this time for some reason.
    This gives him pause. Her new life. Somewhat dazed, Peter pays for the coffee.
    PETER
    Um, what I was--
    MJ brushes back her hair. He sees a Band-Aid above her eye -- her injury from the Statue of Liberty.
    PETER
    (re: Band-Aid)
    You okay?
    MJ
    It doesn't really hurt anymore.
    (beat, then)
    Is there anything else?
    Peter pauses. The moment of truth... But he just shakes his head and smiles.
    PETER
    Uh... no.
    Peter tucks his note back into his pocket.
    PETER
    Thank you.
    MJ
    No problem.
    Peter takes his coffee, looks over at Ned, then back at MJ.
    PETER
    I'll uh... see you around.
    He walks out the door. HOLD ON MJ, watching Peter go with a lingering sense of... recognition?

EXT. CEMETERY - DAY
    A cold winter's day. Peter stands before May's grave, sets down a flower. Reveal the grave is covered in them, placed in front of a tombstone that reads: "WHEN YOU HELP SOMEONE, YOU HELP EVERYONE." A figure approaches -- Happy. It's clear he doesn't recognize Peter.
    HAPPY
    How'd you know her?
    PETER
    Through Spider-Man. You?
    HAPPY
    Same.
    They stare at the grave for a beat.
    HAPPY
    I lost a good friend a while back. Felt like this.
    (then)
    It hurts 'cause they're gone. And then it hurts all over again because you remember what they stood for, and you wonder, "Is all that gone too?"
    A beat as that lands on Peter.
    PETER
    No, it's not gone. Everyone that she helped... they'll keep it going.
    HAPPY
    You really think so?
    PETER
    I know it.
    (then)
    Take care of yourself, okay?
    HAPPY
    Yeah. Nice to meet you.
    Peter nods, then walks away, leaving Happy to pay his respects.

INT. PETER'S NEW APARTMENT - DAY
    LANDLORD (O.S.)
    Rent is due on the first of the month. Don't be late.
    Peter carries a box into a studio apartment. Turns on the light, takes in the barren space. His new home. A fresh start. He opens a box containing a GED test study manual, sets out his personal effects... including the LEGO Emperor figurine from the Death Star set he and Ned built (and rebuilt) many times together.

INT. PETER'S NEW APARTMENT - LATER (NIGHT)
    Peter looks out the window. Snow falling on New York. He turns to his Spider-Man mask on the bed, grabs it... Peter follows a New York police precinct app on his phone.
    PRECINCT VOICE #1 (OVER PHONE)
    4-3 Edward, do you need EMS assist?
    PRECINCT VOICE #2 (OVER PHONE)
    Uh, negative, Central. We're gonna need a car tow.
    ANGLE ON a desk with a sewing machine. Scraps of red and blue fabric. Nearby rests the LEGO Emperor figurine and the coffee cup MJ gave Peter at the donut shop. He kept it. In BG, Spider-Man slides up the window and leaps outside...

EXT. NEW YORK ROOFTOP - MOMENTS LATER (NIGHT)
    Spider-Man flips and rolls across a snowy roof in a BLUE AND RED SUIT (new for him, but reminiscent of suits he's seen before). Spider-Man leaps and--

EXT. ROCKEFELLER PLAZA - CONTINUOUS (NIGHT)
    --Soars over the Rockefeller Christmas tree with a newfound sense of freedom. Liberated from having to juggle two lives. Peter Parker is no more, but Spider-Man lives on... FADE OUT.:
    THE END

Summary: After Quentin Beck frames Peter Parker for his murder and reveals Peter's identity as Spider-Man, Peter is interrogated by the Department of Damage Control along with his girlfriend, Michelle "MJ" Jones-Watson; his best friend, Ned Leeds; and his aunt, May Parker. Lawyer Matt Murdock gets Peter's charges dropped, but the group grapples with negative publicity. After Peter's, MJ's, and Ned's MIT applications are rejected, Peter goes to the New York Sanctum to ask Dr. Stephen Strange for help. Strange starts casting a spell that would make everyone forget Peter is Spider-Man, but it is corrupted when Peter repeatedly requests alterations to let his loved ones retain their memories. Strange contains the corrupted spell. At Strange's suggestion, Peter tries to convince an MIT administrator to reconsider MJ's and Ned's applications. He is attacked by Otto Octavius, who rips nanotechnology from Peter's Iron Spider suit which bonds with his own mechanical tentacles and allows Peter to control them. As Norman Osborn arrives and attacks, Strange teleports Peter back to the Sanctum and locks Octavius in a cell next to Curt Connors. Strange explains that the corrupted spell summoned people from other universes within the multiverse who know Spider-Man's identity. He orders Peter, MJ, and Ned to find and capture them; they locate and retrieve Max Dillon and Flint Marko at a military research facility. Osborn reclaims control of himself from his split Green Goblin personality and destroys the Goblin mask. He gets help from May until Peter retrieves him. While discussing their battles with Spider-Man, Osborn, Octavius, and Dillon realize they were pulled from their universes just before their deaths. Strange prepares to reverse the contained spell and send the villains back to their respective universes, but Peter argues that they should first help each villain to possibly change their fates upon their return. When Strange refuses, Peter steals the spell, traps Strange in the Mirror Dimension, and takes the villains to Happy Hogan's apartment. He uses Stark Industries technology to cure Octavius. Before Peter can cure anyone else, his Spider-Sense is triggered and he realizes that the Goblin persona has retaken control of Osborn. Goblin convinces the other villains to betray Peter and fatally injures May as Dillon, Marko, and Connors escape. Before she dies, May tells Peter that "with great power, there must also come great responsibility". Ned discovers that he can create portals using Strange's sling ring, which he and MJ use to try to locate Peter. They instead find alternate versions of Peter from the villains' universes who were also summoned by Strange's spell and are nicknamed "Peter-Two" and "Peter-Three". The group finds this universe's Peter, nicknamed "Peter-One", who is ready to give up and send the villains home to die. The alternate Peters share stories of losing loved ones and encourage Peter-One to fight in May's honor. The three Peters develop cures for the villains. The group lures Dillon, Marko, and Connors to the Statue of Liberty. Peter-One and Peter-Two cure Connors and Marko, while Octavius arrives to help cure Dillon, and Ned frees Strange from the Mirror Dimension. The Goblin appears and unleashes the contained spell, which breaks apart the barriers between universes, pulling in countless others who know Parker's identity. Strange attempts to hold them off while an enraged Peter-One tries to kill the Goblin. Peter-Two stops him but gets stabbed by the Goblin. Peter-Three helps Peter-One inject the Goblin with his cure, restoring Osborn's sanity. Peter-One realizes that the only way to protect the multiverse is to erase himself from everyone's memory and requests Strange to do so while promising MJ and Ned that he will find them again. Strange reluctantly casts the spell, and everyone returns to their respective universes—including Eddie Brock, who unknowingly leaves behind a piece of the Venom symbiote. Two weeks later, Peter visits MJ to reintroduce himself to her and Ned, but he decides against it. While mourning at May's grave, he has a conversation with Hogan and is inspired to carry on, making a new suit and resuming his vigilantism.