FANDOM


Spider-Man Homecoming poster


Previous transcript: Next transcript:
Guardians of the Galaxy Vol. 2 Thor: Ragnarok

[Adrian Toomes and his coworker, Phineas Mason, are studying a child's drawing of the Avengers.]

Toomes: Things are never gonna be the same now. I mean, look at this. You got aliens. You got big green guys tearing down buildings. When I was a kid, I used to draw cowboys and Indians.

Mason: Actually, it's Native American, but whatever.

Toomes: Yeah. Tell you what, though. It ain't bad, is it?

[Toomes squints at the drawing and Mason nods.]

Mason: No. Yeah. Kid's got a future.

Toomes: Yeah, well... We'll see, I guess.

[Toomes looks up at the damaged Avengers Tower. Helicopters pass overhead. Scaffolding covers the tower's lower floors. A roving view sends us into a ruined building across the street.]


[A clean-up crew works around a giant deceased Chitauri alien creature with pointed teeth. Alien artifacts lie among the rubble. Walking through the site, Toomes gives a worker a thumbs up. He turns to Herman Schultz, who is one of his workers.]

Toomes: No, hey! Uh-uh! You can't saw through that stuff. These alien bastards are tough. You gotta use the stuff they use.

[He picks up an alien object from the ground and uses it as a tool to break down the Chitauri chariot.]

Toomes: See?

Schultz: All right.

Toomes: All right. (to Brice) Oh, hey! Glad you could join us. Afternoon.

Brice: Yeah. My alarm didn't go off.

Toomes: Yeah, yeah, yeah, your alarm. Look, just go stack that armor plating like I asked you. This is a huge deal for us.

[Anne Marie Hoag, the director of the Department of Damage Control, walks into the salvage site with her crew.]

Anne Marie Hoag: Attention, please! In accordance with Executive Order 396B, all post-battle cleanup operations are now under our jurisdiction. Thank you for your service. We'll take it from here.

Toomes: Who the hell are you?

DODC Agent: Qualified personnel.

Toomes: Look, I have a city contract to salvage all this, okay, with the city, so-

Anne Marie Hoag: I apologize, Mr. Toomes, but all salvage operations are now under our jurisdiction. Please turn over any and all exotic materials that you've collected, or you will be prosecuted.

[The workers look puzzled. A worker slips an alien artifact that looks like a power source into his pocket unnoticed.]

Toomes: Ma'am, what am I- Please. Come here. Hey, lady, come on. Look... I bought trucks for this job. I brought in a whole new crew. These guys have a family. I have a family. I'm all in on this. I could lose my house.

Anne Marie Hoag: I'm sorry, sir. There's nothing I can do.

[Toomes is left to stare at her back as she leaves. Behind him, a Damage Control Agent speaks up.]

DODC Agent: Maybe next time, don't over extend yourself.

[Toomes looks around and grins.]

Toomes: What'd you say?

[He looks around at his crew of workers. Brice whistles.]

Toomes: Yeah, he's right. I overextended myself.

[Suddenly, he punches the agent. The agents point their guns at him.]

Worker: Don't do it.

Anne Marie Hoag: Put them down.

[The agents lower their guns.]

Anne Marie Hoag: If you have a grievance, you may take it up with my superiors.

Toomes: Your superiors. Who the hell are they?


[We see a TV screen playing the news about Tony Stark and his contract with Damage Control. Toomes watches the TV with an angry look on his face.]

News Anchor: A joint venture between Stark Industries and the federal government, the Department of Damage Control will oversee the collection and storage of alien and other exotic materials.

Schultz: So now the assholes who made this mess are being paid to clean it up.

Mason: Yeah, it’s all rigged.

[Mason is tinkering with the alien power source that one of the workers stole from the salvage site earlier that day.]

News Anchor: Experts estimate there are over fifteen hundred tons of exotic material scattered throughout the tri-state area.

[The glowing alien artifact is now connected to a motor with wires. The blades on the motor start to spin and the machine floats off the table. One of the workers pulls off a tarpaulin sheet covering a large piece of Chitauri artifact, revealing a dozen of glowing Chitauri energy cores.]

Worker: Hey, chief! We still have another load from yesterday. We’re supposed to turn this in, right?

Brice: I ain’t hauling it.

Mason: It’s too bad. We could have made some pretty cool stuff from all that alien junk.

[Toomes stares at the truck full of alien items and makes up his mind.]

Toomes: I tell you what, let’s keep it. The world’s changing.

[Mason lifts his magnifying goggles and looks at his boss.]

Toomes: It’s time we change, too.


8 YEARS LATER

[The Rolling Stones’ “Can’t You Hear Me Knocking” is playing in the warehouse. Workers are moving piles of alien tech and tinkering with machines. Mason works on an elaborate rifle gun. Another worker fires a neon blast from an exotic gun. The blast shears a large item in half. Workers load piles of high tech weapons onto a van.]

[Cash pours through a money counting machine.]

[A figure wearing a flying suit with expensive metal wings soars toward the warehouse. Doors in the ceiling open and the figure drops crates of alien tech from the suits’ claw-like feet. The helmeted figure comes through the roof and lands on the platform. He steps out of the wing suit and faces Mason.]

Toomes: There you go, Mason.

[The helmet opens, revealing Toomes. Mason grins.]

Toomes: Business is good.


a Film by Peter Parker

[Through a small, rectangular screen, we see the scenery of New York passing by at a high velocity. We seem to be on a highway.]

Peter: (in a gravelly voice) New York. Queens. It’s a rough borough, but hey, it’s home.

Happy: Who are you talking to?

[Camera quickly pans to reveal Happy Hogan driving in the front seat.]

Peter(in a normal voice) No one. Just making a little video of the trip.

Happy: You know you can’t show it to anyone.

Peter: Yeah, I know.

Happy: Then why are you narrating in that voice?

Peter: Uh... Because it’s fun.

Happy: Fun.

[Apparently, Happy thinks this whole situation is the opposite of fun. He puts on his sunglasses and solemnly looks out the windshield.]

Peter: So, uh, why do they call you Happy?

[Happy raises the limo’s partition. We see a reflection of Peter Parker holding up his phone and filming.]


[Peter gets out of the car to find a small private plane waiting for him.]

Happy: Come on. I’m not carrying your bags. Let’s go.

Peter: Hey, should I go to the bathroom before?

Happy: There’s a bathroom on it.

[Inside the plane, we see a view of the cockpit. Two seats for the pilot and the copilot are there no one is sitting in them.]

Peter: Whoa. No pilot? That’s awesome.

[Peter sits down across from Happy, directly facing him.]

Happy: Is that where you’re gonna sit?

Peter: Yeah.

Happy: This is your first time on a private plane?

Peter: My first time on any plane.

[Happy moves away to sit in another seat.]

Peter: Should it...? Should it be...? Should it be making that noise?

[Later. Peter puts a finger to his lips and makes a shushing sound.]

Peter: Shh.

[Camera reveals Happy snoring. At the sound of Peter’s chuckle, Happy jerks awake, causing the whole frame to shake.]


[Inside Berlin Brandenburg Airport, we see German signs, Happy dragging his luggage behind him, and Peter’s face in quick succession.]


[Peter is sightseeing Berlin. We see Berlin streets, the Brandenburg Gate, a street performer, foreign girls, and a pretzel vendor.]

Peter: No one has actually told me why I’m in Berlin or what I’m doing. Something about Captain America going crazy.


[Happy and Peter enter a hotel.]

Happy: (pointing at a door) This is you.

Peter: Oh, we’re neighbors?

Happy: We’re not roommates. Suit up.


[Peter's hotel room. Standing in front of a mirror, we see Peter wearing his homemade Spider-Man suit, consisting of a thin, baggy sweatshirt, goggles with shutters, and web-shooters.]

Peter: Okay, Peter, you got this. You got this.

Happy: What the hell are you wearing?

[Happy is staring at Peter with a horrified look. Peter tilts down the camera to reveal his feet.]

Peter: It’s my suit.

Happy: Where’s the case?

Peter: What case? That’s not my...

[Happy opens a door, showing Peter another area of his suite.]

Peter: What? I thought that was a closet. This is still my room?

Happy: Go. Please.

Peter: My room is way bigger than...

Happy: There.

[A case is sitting on a coffee table.]

Peter: I found the case. I found the case. I found the case.

[He plucks up a card that says “A minor upgrade -TS” from the case.]

Peter: “A minor upgrade”?

[When Peter unbuckles a lock the case unfolds itself, revealing a high tech Spider-Man suit complete with awesome holograms.]

Peter: Whoa. Oh my God.

Happy: Put it on.

Peter: What the...? This is the coolest thing I’ve ever seen-

Happy: Let’s go.

Peter: But, yeah. Well, I don’t understand. Is it for me?

[Camera spins to find Happy leaving the room.]

Peter: Happy, Happy, wait.

[Peter takes off the mask of his homemade Spider-Man suit with a huge, excited grin on his face.]

Peter: This is insane. Insane. Look at this thing. Look. Look at the eyes. This is the greatest day of my life.

Happy: Let’s go.

[He has come to drag a hyped-up Peter out of the room.]

Peter: Okay.

Happy: Come on.


[Outside Flughafen Leipzig-Halle, We see Iron Man, War Machine, Captain America, Black Widow, and Black Panther confronting each other.]

Peter: (whispers) Okay, there’s Captain America, Iron Man, Black Widow. Whoa. Who’s that new guy?

Tony: Underoos!

[We see Peter, now dressed in the Spider-Man suit that Tony gave him.]

Peter: Oh, that’s me. I gotta go. I gotta go.

[Peter puts down the phone and proceeds to snatch Captain America’s shield with his web.]

[Later.]

Peter: Hey, everyone.

[He is holding his camera and flying through the air to find a safe spot. We see and hear explosions everywhere.]

Peter: Okay, so the craziest thing just happened, right? I just had a fight with Captain America and I stole his shield and I threw it at him-

[We hear a metallic noise. Ant-Man grows into a giant in the background and grabs War Machine by his ankle. Peter turns to see this.]

Peter: What the hell? He’s big now. I gotta go. Hang on.

[The phone is put down and for a moment, all we see are the sky and the clouds. Then we hear the battle commencing and see Peter being flung through the air.]

Peter: Whoa!


[Back in Peter's hotel room. Peter is facing the camera, now dressed in a grey NASA T-shirt. It is obvious that he is still high on adrenaline.]

Peter: It was the most amazing thing that’s ever happened! So Mr. Stark was like, “Hey, Underoos!” and I just sort of flipped in and I stole Cap’s shield. I was like, “Hey, what’s up, everybody?” And then...

[There’s a knock on his door.]

Peter: Hey, just a second! Coming!

[He backflips to the door, but before he can open it, Happy enters in a bathrobe.]

Peter: Hey.

Happy: We have thin walls here.


[Camera starts rolling. We are now inside Tony's car. A hand reaches for it and we tilt up to find Tony Stark in a suit and sunglasses ensemble.]

Tony: What are you doing, a little video diary?

Peter: (embarrassed) Yeah.

Tony: It’s all right. I’d probably do the same.

Happy: (from the driver’s seat) I told him not to do it. He was filming everything.

Tony: It’s okay.

Happy: I’m gonna wipe the chip.

Tony: Hey, hey, hey, hey, hey. You know what? We should actually... We should make an alibi video for your aunt anyway. You ready?

[Tony takes off his sunglasses, revealing a badly bruised face.]

Peter: Yeah, hold on.

Tony: We rolling?

Peter: An alibi? Sure.

Tony: Get in the frame.

Peter: Okay.

Tony: Hey, May. How you doing? What are you wearing? Something skimpy, I hope.

[Peter turns to Tony with a frown on his face. Tony chuckles and pats Peter’s shoulder, whose face now wears an uncomfortable smile.]

Tony: Peter, that’s inappropriate. All right, let’s start over. You can edit it.

Peter: Mm-hmm.

[Looking at Tony, Peter chuckles.]

Tony: Three, two, one. Hey, May. My gosh, uh, I wanted to tell you what an incredible job your nephew did this weekend at the Stark internship retreat. Everyone was impressed.

[Tony is putting on a solemn face. Peter offers the camera a wide-eyed, tight-lipped smile, trying to look innocent. Suddenly, we hear a loud honk.]

Happy: Come on! It’s a freaking merge. (to Tony) I’m sorry.

Tony: This is because you’re not on Queens Boulevard. (to the camera) See, Happy is... is hoping to get bumped up to asset management. He was forehead of security, and before that, he was just a driver.

[Still driving, Happy gives Tony a sidelong glance.]

Happy: That was a private conversation. I don’t like joking about this. It was hard for me to talk to you about that.

Tony: No, seriously, was he snoring a bunch?

[Happy slams on the brakes, making the car screech to a stop.]

Happy: All right. Here we are. End of the line. Whoops.

[Tony laughs and films Peter, who looks a bit pale.]

Tony: Happy, can you give us a moment?

Happy: You want me to leave the car?

Tony: Why don’t you grab Peter’s case out of the trunk.

[Peter’s film finally stops rolling. He slowly lowers his phone, shocked.]

Peter: I can keep the suit?

Tony: Yes, we were just talking about it.

[Tony puts his sunglasses back on and clears his throat. Through the rear window, we see Happy struggling with Peter’s case.]

Tony: Do me a favor, though. Happy’s kind of your point guy on this. Don’t stress him out. Don’t do anything stupid. I’ve seen his cardiogram. All right?

Peter: (enthusiastically) Yes.

Tony: Don’t do anything I would do, and definitely don’t do anything I wouldn’t do. There’s a... There’s a little grey area in there, and that’s where you operate.

Peter: Wait, does that mean that I’m an Avenger?

Tony: No.

[Happy knocks on the window and holds the case up.]

Happy: This it?

Tony: Seventh floor.

Peter: I can take that. You don’t have to take it.

Happy: You’re gonna take it?

Peter: Yeah, I can take that.

Happy: Thank you.

[Happy drops the case by the car.]

Peter: So when’s, when’s our next... When’s our next “retreat,” you know? Like...

Tony: What, next mission?

Peter: Yeah, the mission. The missions.

Tony: We’ll call you.

Peter: Do you have my numbers?

Tony: No, I mean, we’ll call you. Like, someone will call you.

Peter: Oh.

Tony: All right?

Peter: From your team.

Tony: Okay.

[Tony reaches for the door. Peter mistakes the gesture as a hug and brings his arms around Tony.]

Tony: It’s not a hug. I’m just grabbing the door for you. We’re not there yet.

[Peter awkwardly climbs out of the car. Almost as an afterthought, Tony calls out:]

Tony: Bye.


[Tony and Happy drive off. Holding his bag and the Spider-Man suit case, Peter grins.]

Peter: They’re gonna call me.

[He heads to the apartment entrance. There is a definite spring in his step.]


TWO MONTHS LATER

[Peter is standing in a packed subway train. He takes out his phone and types out a text.]

Hey Happy just checking in. I'm out of school at 2:45 PM

Ready for my next mission!

It's Peter BTW.

Parker

[He scrolls through numerous unanswered messages to Happy.]


[The train drops Peter off at 36th Avenue Station, which is right next to Midtown High. He walks downstairs to street level where football fields stand surrounded by fences. Peter strolls down the sidelines and approaches the main building. We see students playing all kinds of sports on the field. He climbs a flight of stairs, then quickly avoids being hit by a convertible driven by Flash Thompson, a slick-haired teenager.]

Flash: What’s up, Penis Parker?

[Students chuckle at that. Peter suppresses a sigh and moves on.]


[A school news report is playing in the hallway, Betty Brant and Jason Ionello as the news anchors.]

Betty: Rise and shine, Midtown Science and Technology.

Jason: Students, don’t forget about your homecoming tickets. Do you have a date for homecoming?

Betty: Thanks, Jason, but I already have a date.

Jason: Okay.

Betty: Yeah.

[On TV, we see Jason rolling his eyes awkwardly.]

Principal Morita: Good morning.

[A teenage boy flies a drone around the crowded hallway. Peter walks by. Principal Morita grabs the drone out of the air.]

Principal Morita: Damn it. You, in my office right now.

[The drone pilot follows the principal. Other students carry elaborate science projects. Peter stops at his locker and takes off his jacket. He enters the combination and opens the locker. We see Peter from inside the locker. Suddenly, a hand pops up behind him. It’s Ned Leeds holding a Palpatine Lego figure over Peter’s shoulder.]

Ned: (imitating Emperor Palpatine) Join me, and together... we’ll build my new Lego Death Star.

Peter: What?

[Peter glances around and hears a cheerleader say:]

Cheerleader: So lame.

Peter: No way! That’s awesome. How many pieces?

Ned: Three thousand eight hundred and three.

Peter: That’s insane.

Ned: I know. You want to build it tonight?

Peter: No, I can’t tonight. I’ve got the Stark-

Ned: Mm-hmm. Stark internship.

Peter: Yeah, exactly.

[Having picked up his textbooks, Peter starts to walk down the hallway with his best friend.]

Ned: Always got that internship.

Peter: Yeah, well, hopefully, soon it’ll lead to a real job with them.

Ned: That would be so sweet.

Peter: Right?

Ned: He’d be all, “Good job on those spreadsheets, Peter. Here’s a gold coin.”

[Peter gives him a look.]

Ned: I don’t know how jobs work.

Peter: That’s exactly how they work.

Ned: Oh. (chuckles) I’ll knock out the basic bones of the Death Star at my place. And, and then I’ll come by afterwards...

[His voice fades out as Peter slows to a stop. In slow motion, we see who caught his eye- a pretty dark-haired girl talking with her friends down the hall. Her name is Liz. She brushes her hair back and their eyes meet for a fleeting moment. Peter is mesmerized. He can barely keep up with his conversation with Ned.]

Ned: ...because for the most part, the difficult thing is the base of it. The top half we can knock out in two hours, tops.

Peter: That’d be great.

[The school bell rings.]

Girl: I’m gonna be late!


[We are now in physics class.]

Ms. Warren: Okay, so how do we calculate linear acceleration between points A and B?

[She points at Flash, who is confidently holding up his hand.]

Ms. Warren: Flash.

Flash: It’s the product of sine of the angle and gravity divided by the mass.

Ms. Warren: Nope.

[Another hand goes up, but Ms. Warren calls out a student who clearly is having difficulty focusing on the lecture.]

Ms. Warren: Peter. You still with us?

[Peter has been watching a video of Spider-Man on YouTube.]

Peter: Uh... Uh... Yeah, yeah.

[He closes the laptop, revealing a diagram of a simple gravity pendulum.]

Peter: Uh... Mass cancels out, so it’s just gravity times sine.

Ms. Warren: Right. See, Flash, being the fastest isn’t always the best if you are wrong.

[The class bursts out in laughter. Flash has turned in his seat and is glaring at Peter.]

Flash: (whispers) You’re dead.

[Peter turns to glance at a clock. 11:38 a.m.]


[When Peter faces the front, we see that he is now wearing safety goggles.]

Mr. Cobbwell: Today we’ll be talking about Danish physicist Niels Bohr, but trust me, there is nothing Bohr-ing about his discoveries regarding quantum theory.

[As Mr. Cobbwell continues on his introduction on Bohr, Peter opens his notes to a page titled “Web Fluid Version 3.01.” We see molecule diagrams and a list of liquids such as salicylic acid, toluene, and methanol.]

[Inside an open drawer is a beaker. Peter quickly and surreptitiously pours some orange liquid in it and stirs the concoction. It starts to increase in volume, running over the beaker walls. When Peter lifts the glass stirring rod, the compound sticks to it like spiderweb. Flustered, Peter quickly shuts the drawer and looks at the clock. It’s 12:35 p.m.]


[A homecoming banner is hung over the clock on the cafeteria wall by Liz, who is standing on a ladder. Peter and Ned are sitting next to each other and watching her.]

Peter: Did Liz get a new top?

Ned: No. We’ve seen that before, but never with that skirt.

[A girl passes by and says hello to Liz.]

Girl: Liz, hey.

Liz: Hi!

Girl: That looks so good!

Peter: We should probably stop staring before it gets creepy, though.

Michelle: Too late.

[Peter and Ned turn to see Michelle sitting at the other end of their table.]

Michelle: You guys are losers.

Ned: But then why do you sit with us?

Michelle: Because I don’t have any friends.


[A poster hangs on the auditorium wall. It is for the Academic Decathlon nationals taking place in Washington D.C. on October 13-15. The Decathlon practice is commencing. Liz is standing at a podium, reading the quiz cards. Ned, Charles, Abe, and Cindy are seated on the stage. Bells are placed in front of them.]

Liz: Let’s move to the next question. What is the heaviest naturally-occurring element?

Charles: Hydrogen’s the lightest. That’s not the question. Okay. Yeah.

Abe: Uranium.

[Cindy Moon, who was frantically searching the books, glares at Abe.]

Liz: That is correct. Thank you, Abraham.

Abe: (quietly pumping his fist in the air) Yes.

Liz: Please open your books to page ten.

[A few feet away, Peter is conversing with Mr. Harrington, the teacher who is in charge of the Decathlon team.]

Mr. Harrington: Peter, it’s nationals. Is there no way you could take one weekend off?

Peter: I can’t go to Washington because if Mr. Stark needs me, then I have to make sure that I’m here.

Flash: You’ve never even been in the same room as Tony Stark.

[Flash speaks up from behind them, reading a book with his feet propped up in a chair.]

Cindy: Wait, what’s happening?

[Sally Avril, who is lying on her stomach and studying her notes, answers her.]

Sally: Peter’s not going to Washington.

Cindy: No. No, no, no, no, no. No. No.

[Abe rings the bell beside her.]

Abe: Why not?

Liz: Really? Right before nationals?

Michelle: He already quit marching band and robotics lab.

[Everyone looks at Michelle, who is leaning on the wall with a book, with a suspicious look on their faces. Michelle quickly adds:]

Michelle: I’m not obsessed with him. Just very observant.

Liz: Flash, you’re in for Peter.

Flash: Ooh, I don’t know. I gotta check my calendar first. I got a hot date with Black Widow coming up.

[Abe rings the bell.]

Abe: That is false.

Mr. Harrington: What did I tell you about using the bell for comedic purposes?

[Peter turns to see the clock: it’s still 1:18 p.m.]


[We see quick glimpses of Peter fidgeting as he looks at the clock. Fingers drumming the desk, foot tapping on the floor until finally, the clock hits 2:45 p.m. and the school bell rings.]


[The bell barely stops ringing before Peter reaches the front steps of the building. Looking around to check if anyone’s watching him, he leaps over a fence taller than himself without touching it.]


[Peter runs toward a deli and nods at a man sitting at the corner.]

Peter: Hey, what’s up?

Man: Hey, man.


[Peter enters Delmar's Deli-Grocery and heads to the counter. He seems like he’s quite a regular at the store.]

Peter: What’s up, Mr. Delmar?

Mr. Delmar: Hey, Mr. Parker. Number five, right?

[Peter picks up jelly in a plastic bag and puts it on the counter. It says "Best By 03.16.18."]

Peter: Yeah, um, and, uh, with pickles, and can you smush it down real flat? Thanks.

Deli Clerk: You got it, boss.

Mr. Delmar: How’s your aunt?

Peter: Yeah, she’s alright.

[Mr. Delmar turns to speak to his staff in Spanish.]

Mr. Delmar: La tía de é les una italiana muy bellissima. (His aunt is a very hot Italian woman.)

Deli Clerk: ¿Ah, sí? (Oh, yeah?)

Peter: ¿Cómo está tu hija, eh? (How is your daughter, huh?)

[The deli staff hoots behind the counter. Delmar’s grin fades.]

Mr. Delmar: Ten dollars.

Peter: It’s five dollars.

Mr. Delmar: For that comment, ten dollars.

Peter: Hey, come on, I’m joking. I’m joking.

[Peter pulls out some cash from his wallet and hands it over to Delmar. Delmar takes the money with a grumpy look on his face.]

Peter: Here’s five dollars.

[Peter moves toward a fat cat lying on the counter and pets him.]

Peter: What’s up, Murph? How you doing, buddy?

[When he returns to collect his food, Mr. Delmar strikes up a conversation.]

Mr. Delmar: So, how’s school?

Peter: Ah, you know, it’s boring. Got better things to do.

Mr. Delmar: Stay in school, kid. Stay in school. Otherwise, you’re gonna end up like me.

Peter: This is great.

Mr. Delmar: Best sandwiches in Queens.

[He hands Peter his sandwich.]


[Peter leaves the store and runs across the street with a bag of sandwich in his hand. He passes under an elevated train track, holding up his palm at a cab that honks at him, and runs into an alley. He takes off his shoes and throws them aside. He seems to be in a hurry.]

[From his backpack, Peter pulls out a blue and red Spider-Man suit. He knocks over a garbage can as he awkwardly takes off his pants. Peter yanks off his shirt and sweater, then steps into his suit, wearing only his boxers. Jumping, he pulls the full-body suit up over his legs. Peter fits his arms in the sleeves, then puts on the mask, which covers his entire head. The baggy suit hangs loosely over his slender frame.]

[Peter webs his backpack against a dumpster, then hits the spider emblem on his chest. The material shrinks, fitting him snugly.]

[Peter presses a button on his web-shooter, activating hologram displays, adjusts the lenses on his high tech mask, and jumps onto the roof of a building. “Blizkrieg Bop” by Ramones starts to play as he leaps across roofs with his sandwich bag in hand. Crouching down on a ledge, he looks down at the streets and sighs.]

Peter: Ah, finally.

[A bicycle chain is broken. The thief rides the stolen bike down a sidewalk, pushing passersby off the street. Peter swings after him, lands in front of him, and holds out one end of a strand of web.]

Peter: Hey, could you hold this for a second? Thanks.

[When the thief looks down at his hand, Peter uses his momentary distraction to glue him to the web. Peter lets go and the thief is pulled into the air. The thief still dangling above him, Peter holds up the bike and searches for its owner.]

Peter: Hey, is this anybody’s bike? No?

[A man comes out of a store.]

Peter: Hey, buddy, is this your bike?

Man: I have no change.

Peter: Does anyone have a pen? Do you have a pen?

[On the handle of the bike, Peter has left a note saying: “IS THIS YOUR BIKE? IF NOT, DON’T STEAL IT! SPIDER-MAN.”]

[Peter swings by a train station high above ground level and strikes a pose.]

Peter: Whoo! Everybody good?

[He then rides on top of a subway car, reading something on his phone.]

[Peter is slowly standing up on the edge of a building, the flag of the United States billowing in the wind behind him, when a man calls out:]

Street Vendor: Hey! You’re that spider guy on YouTube, right?

Peter: Call me Spider-Man!

Street Vendor: Okay, Spider-Man. Do a flip.

[Peter does a backflip on the roof.]

Street Vendor: Yeah!

Man: Not bad.

[One moment, Peter is swinging down from rooftops and yelling, and another moment, he is patiently giving directions to an old woman. A thin strand of web suspended between a building and an old, rusty water tank, he practices his tightrope skills, too.]

[A man tries to open a car door with a thin slab of metal. Peter sees this, jumps onto the roof of the car, then uses his web to bang the man’s head on the car. The car starts to make loud beeping noises.]

Peter: Hey, buddy. Shouldn’t steal cars. It’s bad.

[Peter glues the man’s hand to the car and jumps off.]

Car Jacker: It’s my car, dumbass!

[An old woman, Marjorie, looks out from her window and starts to shout at Peter. All hell breaks loose.]

Marjorie: Hey! Shut that off!

Peter: I was just tryin’ to-

Car Jacker: Can you tell him it’s my car?

Day Sleeper: I work at nights! Come on, dude!

Old Man: That’s not your car! That’s his car.

Peter: How was I supposed to know? He was putting that thing in the window!

Resident 1: Every day with these damn alarms!

Resident 2: Shut it off!

[The neighbors continue to shout at Peter. An old, white-haired man wearing sunglasses (Stan Lee cameo) shouts at Peter, but then Marjorie notices him from the building across the street.]

Gary: Don’t make me come down there, you punk!

Marjorie: Hey, Gary. How you doing?

Gary: Marjorie, how are you? How’s your mother?

[Later. Peter swings through an alley. His grip on his web slips, causing him to fall on his face.]

Peter: Ugh! I’m good, I’m good.

[Later. The sun is setting]

Voicemail: You have reached the voicemail box of...

Happy: Happy Hogan.

[We find Peter perching on a fire exit high above the ground and munching on his sandwich.]

Peter: Hey, Happy! Um, here’s my report for tonight. I stopped a grand theft bicycle. Couldn’t find the owner, so I just left a note. Um... I helped this lost, old Dominican lady. She was really nice and bought me a churro. So I just, um, feel like I could be doing more. You know? Just curious when the next real mission is gonna be. So, yeah, just call me back. It’s Peter. Parker.

[Peter hangs up his phone and sighs.]

Peter: Why would I tell him about the churro?

[A warning signal blinks on his web-shooter. Web fluid low. Peter ejects the cartridge, then scrambles to catch it, standing sideways off the fire escape. He places the cartridge on his belt. And spots four men entering a closed bank.]

Robber 1: Can’t wait to see this thing, guys.

Peter: Finally, something good.


[Inside Queens Community Bank, a robber wearing a Hulk mask is cutting the ATM with a high tech tool that has a glowing Chitauri energy core inside.]

Robber 1: Yo, this high tech stuff makes it too easy.

Robber 2: Told you it was worth it.

Robber 1: Okay, go, go, go.

[Another robber uses a high tech device to grab and pull off the front of the ATM. The huge chunk of metal is suspended in air. Other robbers start to bag the cash.]

Robber 3: Oh, nice.

Robber 4: We can hit, like, five more places tonight.

[Behind them, Peter silently comes through the door and awkwardly tries to strike a casual but cool-looking pose.]

Peter: (clears his throat) What’s up, guys? You forgot your PIN number?

[The robbers turn to him. Reveal that they are wearing cheap plastic masks of the Avengers. The Hulk, Captain America, Thor, and Iron man.]

Peter: Whoa! You’re the Avengers. What are you guys doing here?

[One of the robbers loads his gun but Peter uses his web to grab it and hit “Iron Man” and “Thor” with it. He then proceeds to push “Hulk” away. His sticky feet hold “Thor” and throw him into a wall.]

Peter: Thor. Hulk. Good to finally meet you guys. I thought you’d be more handsome in person.

[Peter is hanging upside down from the ceiling when “Iron Man” starts to throw aimless punches at him.]

Peter: Iron Man. Hey, what are you doing robbing a bank? You’re a billionaire.

[“Hulk” comes up with a high tech weapon. Peter quickly dodges a punch from “Iron Man,” who loses balance and ends up punching “Hulk” instead. They both fall to the ground. Meanwhile, “Captain America” succeeds in picking up the high tech device that had been used to pull the metal chunk off the ATM and aims it at Peter. Peter jumps at him but is suspended in air for a short time. His voice is all distorted when he says:]

Peter: Hey! Oh, this feels so weird.

[He is thrown against the wall.]

Peter: Whoa, what is that thing?

[He is once more caught in the force field of the device and is thrown back and forth between the ceiling and the floor.]

Peter: I’m starting... to think... you’re not... the Avengers!

[With his sticky fingers, he holds onto the ground and shoots his web at a desk in the corner. He pulls on it and hits “Captain America” with his force field device.]


[Mr. Delmar is watching the attempted bank robbery from his deli across the street; money flying everywhere, Spider-Man jumping off walls, the “Avengers” trying to fight him.]

911 Operator: 911. What’s your emergency?

Mr. Delmar: Uh... Spider-Man is fighting the Avengers in a bank on 21st street.


Peter: Alright guys, let’s wrap this up. It’s a school night.

[Peter kicks “Thor” into a glass wall, making it crack. “Iron Man” holds up the force field device, but before he can do anything, Peter webs the device against the glass, jumps onto “Iron Man,” and checks his face underneath the mask.]

Peter: So, how do jerks like you get tech like this?

[“Hulk” fires up the device that cuts through metal.]

Peter: No. Wait, wait, wait!

[Peter quickly pulls “Iron Man” and himself out of the way. The plasma blast cuts through walls and hits Mr. Delmar’s store across the street. The deli-grocery bursts into flames.]

Peter: Mr. Delmar.

[Peter quickly runs into the decimated store.]

Peter: Hey, Mr. Delmar, you in there? Is anybody in here? Hello?

[He helps Mr. Delmar, who is wheezing and coughing but alive, out of the burning building. Murph the cat is safe in Peter’s arms, too. But when he turns to the bank, he finds that it is empty. The robbers have escaped.]

Peter: Oh, come on. You’ve got to be-

[The cat starts to meow. Peter hands Murph to Mr. Delmar.]

Peter: Here, here.

Mr. Delmar: Good, yeah.


[Inside the Avengers Tower, Tony’s belongings are being packed up. Dum-E picks up an expensive-looking china vase.]

Happy: (to Dum-E) Okay. Good. Yes. Yes- No. No, put that down. That’s worth more than you or me. (takes a call) Yeah?

[Peter is running down a rooftop.]

Peter: Happy, the craziest thing just happened to me. These guys were robbing an ATM with these high tech weapons-

Happy: Hey, take a breath, okay? I don’t have time for ATM robberies...

Peter: Yeah, but-

Happy: ...or the thoughtful notes you leave behind. I have moving day to worry about. Everything’s gotta be out of here by next week.

[Peter jumps onto another rooftop, then stops in his tracks.]

Peter: Wait. Wait! You’re moving? Who’s moving?

Happy: Yeah, don’t you watch the news? Tony sold Avengers Tower. We’re relocating to a new facility upstate where, hopefully, the cell service is much worse.

Peter: But what about me?

[It is Happy’s turn to be confused.]

Happy: What about you?

[Peter sits down on a streetlamp.]

Peter: Well, what if Mr. Stark needs me or something, I don’t know, something big goes down? Can I please just talk to Mr. Stark?

Happy: Look, just stay away from anything too dangerous. I’m responsible for making sure you’re responsible, okay?

[Peter leaps down into the alley he stashed his backpack in.]

Peter: I am responsible. I- Oh, crap. My backpack’s gone.

[Happy is now standing inside an elevator.]

Happy: That doesn’t sound responsible.

Peter: I’ll call you back.

Happy: Feel free not to.

[The elevator doors slide close as Happy cuts the call.]

[Peter puts his mask back on and runs out of the alley.]


[Peter climbs up his apartment building, still clad in his Spider-Man suit and dodging windows. He slides the top of his bedroom window open and looks inside. Aunt May passes in front of his open door.]

[Peter climbs into the bedroom via his ceiling and closes the window with his foot. He pulls off his mask, throws it away, and crawls across the ceiling. Trying to make no sound, he pushes the door close and hops down to the floor. We hear a quiet click as the door latch slides into place.]

[Peter makes a turn to find Ned sitting on his bed. Shocked, mouth agape. The Lego Death Star crashes to the ground and breaks down into pieces.]

May: What was that?

Peter: Uh, it’s nothing. It’s nothing!

Ned: You’re the Spider-Man. From YouTube.

Peter: I’m not. I’m not.

[Peter presses the spider emblem on his chest. The suit becomes baggy again and falls down from his body.]

Ned: You were on the ceiling.

Peter: No, I wasn’t. Ned, what are you doing in my room?

Ned: May let me in. You said we were gonna finish the Death Star.

Peter: You can’t just bust into my room!

[May opens the door, setting her hair free from a low bun. She waves a rag in front of her face to dissipate the smoke coming from the kitchen.]

May: The turkey meatloaf recipe is a disaster. Let’s go to dinner. Thai? Ned, you want Thai?

Ned: Yes.

Peter: No. He’s got a thing.

Ned: A thing to do after.

May: Okay.

[She waves a finger at Peter, who is clad only in his boxers.]

May: Maybe put on some clothes.

[May leaves and closes the door behind her.]

Ned: Oh, she doesn’t know?

Peter: Nobody knows. I mean, Mr. Stark knows because he made my suit, but that’s it.

Ned: (whispers) Tony Stark made you that? Are you an Avenger?

Peter: (hesitates) Yeah, basically.

Ned: Whoa...

Peter: You can’t tell anybody about this. You gotta keep it a secret.

Ned: A secret? Why?

Peter: You know what she’s like. If she finds out people try and kill me every single night, she’s not going to let me do this anymore. Come on, Ned, please.

Ned: Okay, okay, okay, okay, okay, okay. I’ll level with you. I don’t think I can keep this a secret. This is the greatest thing that’s ever happened to me, Peter!

Peter: Ned, May cannot know. I cannot do that to her right now, you know? I mean, everything that’s happened with her, I... Please.

Ned: Okay.

Peter: Just swear it, okay?

Ned: I swear.

Peter: Thank you.

Ned: Yeah.

[Peter walks away, running his hands through his hair.]

Peter: I can’t believe this is happening right now.

Ned: Can I try the suit on?

Peter: No.

Ned: How does it work? Is it magnets? How do you shoot the strings?

Peter: I’m gonna tell you about this at school tomorrow, okay?

Ned: Great. Okay, well, wait, then. How do you do this and the Stark internship?

Peter: This is the Stark internship.

Ned: Oh.

Peter: Just get out of here.

[Peter ushers Ned out, leans on the door, and facepalms.]


[Peter and may are sitting at a small table at Prachya Thai and eating dinner. May tries to make Peter talk, but he looks distracted.]

May: What’s the matter? Thought you loved larb. It’s too larby? Not larby enough. How many times do I have to say “larb” before you talk to me? You know I larb you.

Peter: I’m just stressed. The internship, and I’m tired. A lot of work.

May: The Stark internship. I have to tell you, not a fan of that Tony Stark. Distracted all the time... he’s got you in your head.

[A news report on the television behind May catches Peter’s attention.]

News Anchor: The beloved Queens’ institution, Delmar’s Sandwiches, was destroyed...

May: What does he have you doing?

News Anchor: ...in an explosion...

May: You need to use your instincts.

[She becomes quiet as she turns to listen to the news reporter.]

News Anchor: ...earlier tonight after an ATM robbery was thwarted by Queens’ own colorful local crime-stopper, the Spider-Man. As the Spider-Man attempted to foil their heist, a powerful blast was set off, slicing through the bodega across the street. Miraculously, no one was harmed.

[Aunt May turns back to Peter with a serious expression.]

May: If you spot something like that happening, you turn and you run the other way.

Peter: Yeah. Yeah, yeah, yeah. Of course.

May: Six blocks away from us.

Peter: I... uh... I need a new backpack.

[May puts a finger to her ear, disbelief clear on her face.]

May: What?

Peter: I need a new backpack.

May: That’s five.

[A waiter brings a new dish to their table, his eyes glued on May.]

Thai Waiter: Sticky rice pudding.

May: Oh, we didn’t order that.

Thai Waiter: It’s on the house.

[The waiter winks, then leaves.]

May: Oh! Thanks. (to Peter) That’s nice of him.

Peter: I think he larbs you.

[At Peter’s joke, May points at herself with a exaggerated look of surprise.]


[The next morning, Peter is walking down the street with Ned, carrying a huge stack of thick books in his arms due to the loss of his backpack.]

Ned: You got bit by a spider? Can it bite me? Well, it probably would’ve hurt, right? You know what? Whatever. Even if it did hurt, I’d let it bite me. Maybe. How much did it hurt?

Peter: The spider’s dead, Ned.

[Peter cuts the conversation short, allowing no room for further discussion on the subject. Ned shrugs and looks ahead. His eyes go wide.]

Ned: Whoa.

[Ned and Peter stop short, examining Delmar’s Sandwiches. It is almost burnt down, the store name almost illegible. Police tape and barricades surround the shop. Various police officers and crime scene investigators are working around it.]

Ned: You were here?

[Peter warily eyes the agents standing near the scene.]

Peter: Yeah.

Ned: You could’ve died.

[The teens stare at the badly damaged building. Expressions completely serious.]

Ned: Do you lay eggs?

Peter: What? No.

[Peter laughs at the absurd and anticlimactic suggestion.]


[In the middle of a chemistry lecture. A torch is boiling a dark-colored liquid on the desk. Peter and Ned are wearing safety glasses. Ned rolls over in his chair toward Peter, who is scribbling in his notebook.]

Ned: (in a low voice) Can you spit venom?

Peter: No.

Ned: Can you summon an army of spiders?

[Suppressing a sigh, Peter looks up in the guise of concentrating on the lecture and bends down again to take some notes.]

Peter: No, Ned.


History Teacher: The Sokovia Accords were put into place...

[Over Peter’s shoulder, we see a teacher droning on. Ned leans into frame and engages in a whispered conversation with Peter.]

Ned: How far can you shoot your webs?

Peter: It’s unknown. Shut up.

History Teacher: ...to begin regulating...

Ned: If I was you, I would stand on the edge of a building and just shoot it as far as I could-

Peter: Shut up, Ned.

[Peter’s voice rises a little in volume. The girl sitting in front of Peter and Ned turns around and shoots them an irritated glare.]


[A small, old television is set up beside Coach Wilson, the PE teacher, who is standing with a bored expression. Captain America’s Fitness Challenge is playing on the screen. Captain America, in his full uniform, smiles pleasantly, standing in a locker room.]

Steve: Hi. I’m Captain America. Whether you’re in the classroom or on the battlefield...

[Midtown High students are sitting in neat rows on the bleachers, watching Captain America give a speech on screen. We close up on Peter and Ned. Behind them, Michelle is completely engrossed in a book called ‘Of Human Bondage’.]

Ned: Do you know him too?

Peter: Yeah, we met.

[Ned’s eyes widen in awe and his jaw goes slack.]

Steve: ...fitness can be the difference between success or failure.

Peter: I stole his shield.

[Peter boasts, feigning nonchalance. Ned’s jaw drops even more.]

Ned: What?

[Peter and Ned continue to watch the television with their classmates. We can see Captain over their shoulders.]

Steve: Today, my good friend, your gym teacher...

[Captain points to his right. Coach Wilson, who is apparently standing on the wrong side, waves his hand to the students.]

Steve: ...will be conducting the Captain America Fitness Challenge.

[He raises his hand in a salute. The screen transitions to ‘Station I: Sit-ups’.]

Coach Wilson: Thank you, Captain. I’m pretty sure this guy’s a war criminal now, but whatever. I have to show these videos. It’s required by the state. Let’s do it.

[Coach Wilson blows his whistle.]

[Midtown High School students are engaged in various exercises. Climbing ropes, doing chin-ups, push-ups, et cetera. Michelle is lying on a mat by herself and wielding her book like a weight, still immersed in its contents. We travel between students doing sit-ups in pairs.]

Ned: Do Avengers have to pay taxes?

Peter: Shh!

Ned: What does Hulk smell like?

Peter: Shh!

Ned: I bet he smells nice.

Peter: You have to shut up.

Ned: Is Captain America cool, or is he like a mean, old grandpa?

Peter: Ned, just, shh, okay?

[We finally find Peter lying on a mat and doing sit-ups. Ned is holding his legs in place for him.]

Ned: Hey, can I be your guy in the chair?

Peter: What?

Ned: Yeah. You know how there’s a guy with a headset telling the other guy where to go?

[Peter’s face contorts into a weird expression. He is still doing sit-ups faster than any other student.]

Ned: Like, like if you’re stuck in a burning building, I could tell you where to go. Because there’d be screens around me, and I could, you know, swivel around, and... ‘Cause I could be your guy in the chair.

Peter: Ned, I don’t need a guy in the chair.

Coach Wilson: Looking good, Parker.

[The teacher points at Peter as he passes the mat that Peter and Ned are working out on. Peter glances at him, then frowns and takes a huffing breath, trying to look as if the exercise is really taking a toll on him.]

[On the bleachers, Liz is sitting with a group of friends.]

Betty: Now, see, for me, it would be F Thor, marry Iron Man, and kill Hulk.

Charles: Well, what about the Spider-Man?

Betty: It’s just Spider-Man.

[When the word “Spider-Man” reaches Peter and Ned’s ears, they stop and turn at the same time to see Liz and her friends.]

Liz: Did you guys see the bank security cam on YouTube? He fought off four guys.

[Peter’s eyes go wide.]

Betty: Oh my God, she’s crushing on Spider-Man.

Charles: No way.

Liz: (shrugs) Kind of?

Betty: Ugh, gross.

[Ned and Peter exchange a look, surprised at the turn of events. Then they look back at Liz and her friends, still listening in on their conversation.]

Betty: He’s probably like, thirty.

Charles: You don’t even know what he looks like. Like, what if he’s, like, seriously burned?

Liz: I wouldn’t care. I would still love him for the person he is on the inside.

Ned: (in a loud voice) Peter knows Spider-Man!

[Peter looks at Ned, shocked. Mouth comically agape. Everyone in the gym simultaneously drops their assignments and stares at Peter. Peter hurriedly gets up and walks to the bleachers. Ned scrambles to his feet to follow him.]

Peter: (stuttering) No, I don’t. No. I... I mean...

[Flash, who was climbing up a rope, slides down to the ground.]

Ned: They’re friends.

Flash: Yeah, like Coach Wilson and Captain America are friends.

Peter: (stuttering) I’ve met him. Yeah. A couple times. But it’s, um... through the Stark internship. Mm-hmm.

[Peter turns to Ned, teeth set.]

Peter: Yeah, well. I’m not really supposed to talk about it.

Flash: Well, that’s awesome. Hey, you know what? Maybe you should invite him to Liz’s party. Right?

Liz: Yeah, I’m having people over tonight. You’re more than welcome to come.

Peter: Having a party?

Flash: Yeah, it’s gonna be dope. You should totally invite your personal friend Spider-Man.

Peter: Um...

Liz: It’s okay. I know Peter’s way too busy for parties anyway, so...

[Liz comes to Peter’s rescue, saving Peter from embarrassing himself even further. Flash saunters closer and walks by Peter.]

Flash: Come on. He’ll be there. Right, Parker?

[The bell buzzes. Tilting her head toward Peter in a tiny nod of farewell, Liz walks off. Peter, frustrated, throws his hands in the air and swivels to glare at Ned. He moves closer.]

Peter: What are you doing?

Ned: (in a hushed voice) Helping you out. Did you not hear her? Liz has a crush on you.

[Peter hesitates, searching for words.]

Ned: Dude, you’re an Avenger. If any one of us has a chance with a senior girl, it’s you.

[Ned walks away. Peter stands rooted in place, considering the idea.]


[May drives Ned and Peter to Liz’s house. Exciting, upbeat music pours out from the house. May slows her car and talks to the boys.]

May: House party in the suburbs. Oh, I remember these. Kind of jealous.

Ned: It’ll be a night to remember.

May: (laughs) Ned, some hats wear men. You wear that hat.

Ned: Yeah, it gives me confidence.

May: Hmm.

[Peter is looking out the window, removed from the merry conversation taking place beside him.]

Peter: This is a mistake. (to May) Hey, let’s just go home.

May: Oh, Peter. I know. I know it’s really hard trying to fit in with all the changes your body’s going through. It’s flowering now.

[The absurd, out-of-place speech makes Peter chuckle.]

Peter: Uh-huh.

May: (to Ned) He’s so stressed out lately.

Ned: What helps with stress is going to a party. We should go to the party.

Peter: Yeah, let’s do it. Yeah. I’m gonna go. I’m gonna go.

[Peter opens the car door and steps out.]

May: Peter.

[When Aunt May calls his name, Peter stops and leans in to listen to his aunt through the window. Ned gets out behind them.]

May: Have fun, okay?

Peter: (nods) I will.

May: (in a soft voice) Okay.

Ned: Bye, May!

[Ned waves with a huge grin on his face. Peter closes the door and catches up to him. They approach the house side by side.]

Ned: Dude, you have the suit, right?

[Peter pulls up his sleeve in order to offer Ned a glimpse of his Spider-Man suit under it.]

Peter: Yeah.

Ned: This is gonna change our lives.

[The front door opens, revealing Peter and Ned. They enter the crowded house party and glance around anxiously. Peter looks especially nervous. Two girls pass by in front of them, not taking any interest in their arrival.]

Girl: Annie, over here!

Annie: Hey.

[Flash is running a DJ station. Ostentatious in headphones and a yellow shirt.]

Male Voice: DJ Flash!

Ned: Okay. We’re gonna have Spider-Man swing in, say you guys are tight, and then I get a fist bump or one of those half bro-hugs.

Michelle: Can’t believe you guys are at this lame party.

[Michelle carelessly throws her hair back, trying to act cool. She is in the process of spreading jam on a slice of toast.]

Ned: But you’re here too.

Michelle: Am I?

[The toast crunches as Michelle takes a bite out of it and walks away.]

Liz: Oh, my gosh.

[When Peter hears Liz’s voice, his eyes go wide. He turns his head towards the sound. Liz walks down the hallway to Peter and Ned.]

Liz: Hey, guys. Cool hat, Ned.

Ned: Hi, Liz.

Peter: Hi, Liz.

[Peter’s high-pitched and squeaky voice betrays his nervousness.]

Liz: I’m so happy you guys came. There’s pizza and drinks. Help yourself.

Peter: What a great party.

Liz: Thanks.

[The sound of glass breaking catches their attention.]

Liz: (sheepish) Oh, I... My parents will kill me if anything’s broken. I gotta-

Peter: Yeah.

Liz: Have fun.

Ned: Bye.

Liz: Bye.

[Liz walks away.]

Ned: Dude, what are you doing? She’s here. Spider it up.

Peter: No, no, no. I can’t... I cannot do this. Spider-Man is not a party trick, okay? Look, I’m just gonna... be myself.

Ned: (sighs) Peter, no one wants that.

Peter: Dude.

[Peter starts to walk away, a little bit hurt by the remark.]

Flash: (into a microphone) Penis Parker, what’s up?

[Flash plays a honking sound on the stereo system.]

Flash: So, where’s your pal Spider-Man? Let me guess. In Canada with your imaginary girlfriend?

[Honking noise again. Everyone around them laughs except Peter and Ned.]

Flash: That’s not Spider-Man. That’s just Ned in a red shirt.

[The crowd boos and chuckles. Peter frowns, determined.]


[A shirt drops to the floor and joins the already discarded pairs of jeans and shoes. Peter is standing on a roof. He steps over his clothes, wearing his Spider-Man suit, pulls off his T-shirt. As he mutters to himself, he tries to find a way to make his voice sound different.]

Peter: Hey, what’s up? I’m Spider-Man. Just thought I’d swing by and say hello to my buddy Peter. Oh, what’s up, Ned? Hey, where’s Peter, anyways? He must be around...

[Peter sighs, watching the party through glass walls with a discouraged look.]

Peter: God, this is stupid. What am I doing?

[Peter spots Ned looking for him. Then something catches his eyes. A bright blue explosion in the distance. He stands, staring at it with concern.]

Peter: What the hell?

[Peter runs across the roof and puts on his mask. Shooting webs through trees, he swings down the street.]

[He lands on another roof, flips off the house, then shoots a thin line of spiderweb over a vast golf course. It flies off, having nothing to attach itself to. Wide shot on Peter running across the golf course. The sprinklers are activated.]

Peter: (gasping) This sucks!


[Beside a bridge, we see a discarded car, scraps of metal ripped out from it. A blue ray shoots through the air at a great speed towards it. The car blows up in a huge explosion and makes the shooters cringe in surprise. One of them hoots and laughs as bolts of electricity burst out from the explosion.]

[Jackson Brice powers down the weapon. The fingers sticking out from the end of the gun curl in on themselves, forming a loose fist.]

Brice: Now, this is crafted from a reclaimed sub-Ultron arm straight from Sokovia. Here. You try.

[Brice hands over the weapon to Aaron Davis, who takes it.]

Aaron: Man, I wanted something low-key. Why are you trying to upsell me, man?

[Behind them, Peter silently crawls down the side of the bridge.]

Brice: Okay, okay, okay. I got what you need, all right? I got tons of great stuff here. One sec.

[Hiding, Peter watches as Brice walks up to his van and looks inside. Spider-Man’s eyes narrow. The back of the van is full of machinery and weapons.]

Brice: Okay, I got, uh, black hole grenades, Chitauri railguns...

Schultz: You letting off shots in public now? Hurry up. Look, times are changing. We’re the only ones selling these high tech weapons.

Peter: (whispers) Oh, this must be where the ATM robbers got their stuff.

Aaron: I need something to stick up somebody. I’m not trying to shoot them back in time.

Brice: I got anti-grav climbers.

Aaron: Yo, climbers?

[Suddenly, a yodeling ringtone plays. The weapon dealers look around, alarmed.]

Brice: Okay, what the hell was that?

[The phone continues to ring. Peter takes his phone out to check caller ID. Ned is making a funny face on the screen. Schultz aims his gun at Aaron.]

Schultz: Did you set us up?

Aaron: Hey, hey, man.

[Peter flips off the wall and lands on the ground.]

Peter: Hey! Hey, come on. You gonna shoot at somebody, shoot at me.

Schultz: All right.

[Schultz turns the gun on Peter, but Peter shoots his web, disarms Schultz, and charges. Using a high tech gauntlet from his van, Brice punches Peter with a burst of energy. Peter slams into the side of the bridge and lands on the ground.]

[Schultz jumps in and starts the car. Brice, laughing triumphantly, jumps onto the back of the van as his accomplice drives off.]

Peter: What was that?

[Peter shoots his web, attaching it to the weapon dealers’ open van door.]

[The van drags in through a neighborhood, knocking Peter into a trash can.]

Peter: What? Ah!

[He shoots a second strand of web.]

Schultz: We gotta call him.

Brice: No, no, no, no.

[Brice readies another high tech weapon. Outside, Peter is holding on with two thin lines of web, trying to maintain balance. Brice fires another burst of energy. It breaks off the van door.]

Schultz: Did you just do it again?

Brice: Shut up.

Schultz: I’m calling him.


[We see a phone buzzing on a table littered with computer chips and various tools. Mason picks it up. Glancing around, he answers it.]

Mason: Toomes’ phone.

[He cringes at the sound of combat coming from the other end. Toomes is working nearby, welding something, when Mason calls for him.]

Mason: Boss.


[Peter is still being dragged through the neighborhood, clinging to the back of the van.]

Peter: Oh, my butt! Unh!

[Brice powers more energy blasts at Peter, causing him to lose his grasp on one of the webs. Just as Brice powers up the weapon once more, the van meets a road bump. The whole car wobbles, making Brice accidentally fire a hole in the van. He drops the weapon and it rolls out of the vehicle. The weapons comes to a stop in someone's yard.]

[Schultz makes a sharp turn, making Peter slam into the side of a parked car. Peter then gets dragged through a line of garbage bins. He hits a solid brick pillar and drops to the ground along with a heap of bricks. Peter’s webs break off. Schultz checks the side mirror. Peter has recovered from the collision. He runs to get a clean shot and extends his hand. The web travels through the air and attaches itself to the remaining van door, but the door breaks off, already weakened by the rough treatment it received. Peter throws his arms up, exasperated.]

Peter: Great. Guess I’m gonna have to take a shortcut.

[Peter jogs on the sidewalk, jumps over a tall metal gate, and slides over a parked car. Two men are playing ping-pong in a garage as Peter runs across the yard.]

Peter: Hey, guys. Good game. Have fun.

[The neighbors stop their game and gape after Spider-Man in disbelief. A dog runs into Peter, barking and standing on its hind legs to lick Peter’s face. Peter retrieves a ball with his web and throws it to the side for the dog.]

Peter: Hey, hey, buddy. Sorry, no time to play. Here, go fetch.

[Peter swings through the neighborhood, hanging on tree branches and streetlights.]

Peter: Whoo! Now, this is more like it.

[He glides into another yard. Shooting his web, he accidentally holds onto a treehouse and knocks it off the tree. That makes him lose his grasp and land hard on the roof of a shed. It collapses under his weight.]

Peter: Whoa, whoa, whoa!

[After a few awkward banging noises, Peter rips through the door, runs across the yard, and slams through a wooden fence. He leaps into the air only to land on a small toy car, which rolls forward. Losing his balance, Peter gets tangled in a soccer net and stumbles through the hedge.]

Peter: Whoa.

[He waves his hand to a man having a barbecue in his own backyard.]

Peter: Smells really good!

[“Ferris Bueller’s Day Off” is playing on the television at a pool party, the sequence closely resembling Peter’s travel through the neighborhood. Suddenly, Peter flies into frame.]

Peter: Great movie!

[Peter skims over the pool, splashing water over the partygoers and making them scream in surprise. He then gets tangled in fairy lights and crash lands on another yard, right beside two little girls having a sleepover in a tent. The eyes on his mask malfunction, fluttering open and close in a creepy fashion.]

Peter: Ugh... Oh, hey, guys.

Tent Kids: Aahhh!

Peter: No! No!

[The tent flips over in the girls’ overzealous attempt to escape.]


[Ned stealthily brings his phone up to his ear, only to reach Peter’s voicemail.]

Peter: (on recording) Hey, it’s Peter. Leave a message.

[The phone plays a beeping tone.]

Ned: (whispers) Peter, where are you? The hat’s not working. This is not cool.


[The van zooms down the suburban street. Smoke is billowing out from the back of it. Peter falls from above, narrowly missing the car.]

Peter: Almost got you.

[He knocks over some garbage bins in his attempt to leap up onto a roof. Running across the roofs of neighboring houses, Peter tries his best to keep the van in sight. Slates become loose and fall off the roof under Peter’s feet.]

Peter: (panting) Thought you got away from me, didn’t you? I got you right where I want you.

[Finally catching up, Peter jumps toward the van.]

Peter: Surprise!

[Suddenly, Vulture snatches him from behind, flying in the wing suit, and soars high. Peter screams, looking down.]

Peter: What the hell?

[Peter wrestles to pull his leg free from Vulture’s grasp. Noticing the struggle, Vulture trains his glowing eyes at Peter menacingly and carries him even higher. Suddenly, the spider drawn on the back of Peter’s suit starts to beep and blink. A parachute unfolds itself from the hidden compartment. The air resistance from it makes rips Peter from Vulture’s grasp. During his descent, Peter gets wrapped up in the fabric.]

Peter: Aahhhh!

[Peter’s chaotic point of view shows him plunging toward the city.]

[Peter plunges into a lake. He struggles to free himself from the parachute as he sinks deeper and deeper.]

[Up above, the surface is calm, not betraying Peter’s desperate fight underwater. A figure dives into the water in an admirably fast speed. Iron Man emerges, carrying Peter. Holding him under his arms. Peter’s head hang slumped. The eyes on his mask blink open.]

Peter: Huh? Oh, hey.


[Peter wrings his mask. Water drips from it. He is sitting on a jungle gym. In front of him, Iron Man is floating in the air.]

Peter: And then he just, he just, like, swooped down like a monster and he picked me up and, uh, he took me up, like, a thousand feet and just dropped me. How’d you find me? Did you put a tracker in my suit or something?

Tony: I put everything in your suit. Including this heater.

Peter: Whoa!

[The suit is dried instantly. Steam rises from it, surrounding Peter.]

Peter: Whew, that’s better. Thanks.

[Peter shivers, his teeth chattering.]

Tony: What were you thinking?

Peter: The guy with the wings is obviously the source of the weapons. I gotta take him down.

Tony: Take him down now, huh? Steady, Crockett, there are people who handle this sort of thing.

Peter: The Avengers?

Tony: No, no, no. This is a little below their pay grade.

Peter: Anyway, Mr. Stark, you didn’t have to come all the way out here. I had that. I was fine.

Tony: Oh, I’m not here.

[Iron Man’s helmet opens, revealing an empty space where Tony’s face should have been.]

[We are in India. Tony is dressed in a white kurta and wearing a red scarf around his neck. Behind him, Indian women in saris and garlands are participating in a traditional wedding.]

Tony: Thank God this place has Wi-Fi or you would be toast right now. Thank Ganesh while you’re at it.

[A man brings Tony a drink. Tony makes a small toast, whispering his gratitude.]

Tony: Cheers.

[Tony continues to talk through the empty suit, his helmet still open.]

Tony: Look, forget the flying vulture guy, please.

Peter: Why?

Tony: Why? Because I said so!

[A woman walks to him. Tony demurely bends down in order to help her put a flower garland around his neck.]

Tony: Sorry, I’m talking to a teenager. (to Peter) Stay close to the ground. Build up your game helping little people, like that lady that bought you the churro. Can’t you just be a friendly...

[Tony takes a sip from his drink and puts it down with a clink.]

Tony: ...neighborhood Spider-Man?

Peter: But I’m ready for more than that now.

Tony: No, you are not.

[The empty Iron Man suit closes.]

Peter: That is not what you thought when I took on Captain America.

Tony: Trust me, kid. If Cap wanted to lay you out, he would’ve. Listen to me. If you come across these weapons again, call Happy.

[Peter hears a car engine revving.]

Peter: Are you driving?

[Tony gets in his car and shuts the door.]

Tony: You know, it’s never too early to start thinking about college. I got some pull at MIT. (at his phone) End call.

[Tony drives off in his yellow Audi.]

Peter: No, I don’t need to go to col- Mr. Stark-

Friday: Mr. Stark is no longer connected.

[The Iron Man suit flies off. Peter mutters grudgingly.]

Peter: That’s awesome.


[Peter approaches an empty yard, wearing his mask again.]

Peter: (mutters) Stay close to the ground? What is he talking about?

[He stops walking, spotting something. Peter enters the yard and finds a piece of Brice’s damaged weapon that had fallen out of the vehicle. He crouches down to tentatively flip it over with his fingertips.]

Peter: Whoa.

[Peter finds the glowing energy core. His phone rings. Peter answers a call from Ned.]

Peter: Hey, man, what’s up? I’m on my way back.

Ned: Actually, I was calling to say maybe you shouldn’t come. Listen to this.

[Ned pulls his phone off his ear and raises it into the air.]

Flash: When I say “penis,” you say “Parker.” Penis!

Crowd: Parker!

Flash: Penis!

Crowd: Parker!

[Peter can still hear Flash and his friends chanting in the background.]

Ned: Sorry, Peter. I guess we’re still losers. I’ll see you tomorrow.

Peter: I’ll see you tomorrow in school.

[Peter hangs up and carefully lifts the weapon. Metal and wires encase the glowing core. Peter looks up, determination clear on his masked face.]


[In Toomes' warehouse, Mason is working on a small device which is glowing with a purple hue similar to the core of Peter’s discovery. He blows on the end of the soldering tool and picks up a glowing cube. Mason throws the cube into a refrigerator, creating a rectangular portal. He reaches through it and grabs a drink.]

Mason: Whoa, whoa.

[The room shakes, making the cube parts fall off the refrigerator and closing the small opening. Toomes lands on the platform in his vulture suit. Stepping out of the suit, he walks down the stairs, stomping angrily.]

Toomes: Idiots. Idiots.

[He throws his helmet.]

Toomes: Idiots!

[A worker looks up at Vulture, alarmed.]

Mason: Boss. Your wife keeps texting you. Something about a brake light?

[Vulture approaches Mason.]

Toomes: What’d I tell you about looking at my phone?

Mason: Oh, sorry. You left it out. You know I’m a curious person by nature.

[Toomes takes the phone.]

Mason: I finished designing that high-altitude vacuum seal.

Toomes: Huh?

Mason: In case you want to, you know, go for the big one?

Toomes: You’re still on that? I told you, no. The answer’s no. Forget it.

[The badly damaged van pulls into the warehouse. Vulture and Mason look at it curiously. Brice appears from the back of the van, not bothering to open the nonexistent doors which got ripped out during their fight with Spider-Man.]

Brice: Whoo!

[Smiling, Brice takes off his hand-weapon and reaches Vulture.]

Brice: I mean, that was badass.

[Annoyed, Toomes walks toward Brice.]

Toomes: How many times have I told you not to fire them out in the open?

Brice: You said, move the merchandise.

Toomes: Under the radar. Under the radar! That’s how we survive. If you bring Damage Control or the Avengers down here, we’re through. You’re out there wearing that goofy thing, lightning up cars, calling yourself the Shocker. “I’m the Shocker. I shock people.” What is this, pro wrestling?

Brice: Ah, whatever, old man. Come on.

[Brice walks to a table and Vulture follows.]

Toomes: Look, look. I know you don’t give a crap about anything. But I do. I built this whole place because I got people I have to look after.

Brice: (mockingly) Yeah, yeah, yeah, yeah, yeah.

[Vulture stares at Brice, his expression cold.]

Toomes: You know what? I can’t afford your bullshit. Get out of here.

Brice: What?

Toomes: You’re done. You’re off the crew.

Brice: Yeah, all right. All right. Wonder if you can afford me out there, though, right? With everything I know.

[Brice walks off.]

Toomes: Excuse me?

Brice: Um, I’m just saying...

[Vulture looks at Brice, properly annoyed.]

Brice: ...maybe your wife would like to know where you really get your money from.

Toomes: You know what?

Brice: What?

Toomes: You’re right. (to Mason, in a low voice) That work?

Mason: I don’t know.

[Vulture looks at Brice again.]

Toomes: I can’t afford that.

[Vulture picks up and fires the high-tech weapon which Mason was working on. A blue ray zaps Brice, burning him down to ashes. Brice’s gauntlet clatters to the ground. The weapon powers down. Vulture looks on, a little confused. Schultz eyes the ashes.]

Schultz: Damn.

[Still confused, Vulture speaks to Mason.]

Toomes: I thought this was the antigravity gun.

Mason: What? No, that’s that one.

[Mason points to another weapon. Dropping the weapon on the worktable, Vulture approaches Brice’s remains. He picks up the Shocker’s gauntlet and cleans off the ashes. He then tosses the gauntlet to Schultz.]

Toomes: Here. Now you’re the Shocker. Go out there and find that weapon he lost.

Schultz: All right.

[Vulture walks off.]


[In shop class, Peter hits the weapon core casing with a hammer. The core emits purple light as it is partially freed from the metal casing.]

Peter: Oh.

[He starts to pull it apart. Ned joins him.]

Ned: Hey, thanks for bailing on me.

Peter: Yeah, well, something came up.

[Ned spots the glowing core.]

Ned: Oh, what is that?

[Peter struggles to take the machine apart.]

Peter: I don’t know. Some guy tried to vaporize me with it.

Ned: Seriously?

Peter: Yeah.

Ned: Awesome.

[Peter looks at Ned at the absurd reaction.]

Ned: I mean, not awesome. Totally uncool of that guy. So scary.

[Peter gives Ned a look and continues to work at the casing.]

Peter: Well, look, I think it’s a power source.

Ned: Yeah, but it’s connected to all these microprocessors. That’s an inductive charging plate. That’s what I use to charge my toothbrush.

[Ned points at a complex-looking charging mechanism connected to various wires.]

Peter: Whoever’s making these weapons is obviously combining alien tech with ours.

Ned: That is literally the coolest sentence anyone has ever said. I just want to thank you for letting me be part of your journey into this amazing-

[Peter is not listening to a word he’s saying. He brings up a hammer and hits the core really hard. The core pops out from its place, glowing. Peter and Ned immediately look at the teacher. The teacher is reading a book, sitting in his chair. He does not even spare a glance at the commotion they are causing.]

Mr. Hapgood: Keep your fingers clear of the blades.

[Peter and Ned turn back and look at the core which popped out.]

Peter: I gotta figure out what this thing is and who makes it.

Ned: We’ll go to the lab after class and run some tests.

[We see the core glowing on the table.]

Peter: Let’s do it.

[Peter and Ned share a complicated secret handshake.]


[Peter and Ned are walking down the hallway.]

Ned: First, I say we put the glowy thing in the mass spectrometer.

Peter: First, we gotta come up with a better name than “glowy thingy.”

Ned: You’re right.

[Schultz and Randy walk in. Peter spots them and freezes instantly.]

Peter: Crap.

[He throws himself behind a wall.]

Peter: (whispers) Come on, come on, come on, come on, come on, come on.

[Ned looks around, then shuffles across the corridor to join Peter by a classroom window. Behind them, the chess club is peacefully playing a game. Peter peers around the corner.]

Schultz: High schools creep me out.

[Peter and Ned peer at them.]

Schultz: They got this funny smell, you know?

[Peter and Ned hide behind the wall again. They carry out a whispered conversation.]

Peter: Hey, that’s one of the guys that tried to kill me.

Ned: What?

Peter: Yeah.

Ned: We gotta get out of here.

Peter: No, no, no, no, no. I gotta follow them. Maybe they can lead me to the guy that dropped me in the lake.

Ned: Someone dropped you in a lake?

Peter: Yeah, it was not good.

[Schultz and Randy enter a classroom.]

Ned: (whispers) Peter-

Peter: (whispers) No. Stay there, Ned.

[Peter raises an arm to stop Ned and sneaks away.]

Ned: (whispers) Peter.

[Ned is left standing alone. Through the window, Brian "Tiny" McKeever notices him. He knocks on the window, making Ned turn around, startled.]

Tiny: What are you doing?

Ned: (in a normal voice) Nothing.

[Down the hall, Peter is trailing the two men. Ned tries to act nonchalant.]

Tiny: Oh.

Ned: Yeah. You good?

Tiny: Chess.

[Peter sneaks down a staircase into the classroom. Schultz and Randy are rummaging through the room.]

Randy: Can you imagine what the boss would say if he knew where we were?

Schultz: It’s saying there was an energy pulse right here.

[Peter slowly walks down the stairs and takes off his bag.]

Randy: There’s no sign of the weapon. And even if it was here, now it’s gone.

Schultz: So are we.

[Schultz looks in Peter’s direction. We see no one there. An upside-down chair standing on the table shakes a little. Spotting the anomaly, Schultz gets closer, putting his hand on his gun. He crosses the room and pauses by the worktable, scanning the area. As the men head out, we tilt down to reveal Peter clinging under the table. He shoots a tiny robotic spider at one of the men’s shoes. It stealthily climbs up the man’s leg.]


[Sitting in Peter's room, Ned holds the web-shooter. It projects a hologram model of the city. Peter hops onto the bed next to Ned.]

Ned: This is so awesome.

Peter: I know, right?

[Ned pokes it and the model becomes more defined.]

Peter: They’re in Brooklyn.

[Later. Ned is still studying the hologram and Peter is hanging upside down, eating chips.]

Ned: Staten Island.

[Night has fallen. Ned lies on the floor while Peter works at his desk. Ned glances at the hologram.]

Ned: Leaving Jersey.

[With a shooter, Peter projects a characterized image of his mask on the wall.]

[Later. Ned now lies on the bed. The hologram model starts to beep. Startled, he sits up, wearing the Spider-Man mask. He grabs the hologram model next to him.]

Ned: They stopped.

[Peter pops into frame, hanging from the ceiling. He turns around, a little groggy, and eyes the model.]

Peter: Maryland?

Ned: What’s there?

Peter: I don’t know. Evil lair?

Ned: They have a lair?

Peter: Dude. A gang with alien guns run by a guy with wings? Yeah, they have a lair.

Ned: (nods) Badass. But how are you gonna get there if it’s, like, 300 miles away?

[They simultaneously turn to face the Academic Decathlon poster.]

Peter: It’s not too far from D.C.


[Midtown High students are waiting by a yellow bus, dressed in their yellow uniform jackets. Peter runs toward them.]

Abe: Hey, it’s Peter.

Peter: Guys.

Liz: Peter?

Friend: Hey, buddy.

Peter: Yeah, I was hoping maybe I could rejoin the team.

[Flash, standing in the back, walks forward to face Peter.]

Flash: No, no way. You can’t just quit on us, stroll up, and be welcomed back by everyone.

[The teacher walks out of the bus.]

Mr. Harrington: Hey, welcome back, Peter. Flash, you’re back to first alternate.

Flash: What?

Abe: He’s taking your place.

[Michelle appears behind them, sans uniform.]

Michelle: Excuse me, can we go already? ‘Cause I was hoping to get in some light protesting in front of one of the embassies before dinner, so.

Mr. Harrington: Protesting is patriotic. Let’s get on the bus.

[Flash shrugs off his jacket and sullenly thrusts it into Peter’s arms.]


[The bus is travelling through the highway. 90 miles to Baltimore, 126 miles to Washington.]

Liz: Focus up, everyone. Our next topic is the moons of Saturn.

[The students are holding bells, focusing on Liz’s quiz. They ring their bells before answering.]

Cindy: The second law of thermodynamics.

Charles: Frank Sinatra.

Flash: Fort Sumter.

Abe: Flash is wrong.

Liz: Okay, guys, let’s focus. Next one.

Mr. Harrington: Liz, don’t overwork them.

Peter: Uh, strontium, barium, vibranium.

Liz: Very good, Peter. Glad to have you back.

Peter: Glad to be back.

[Peter’s phone vibrates. He takes it out to see that Happy is calling him.]

Liz: What is the current standard unit of radioactive-

Peter: Can I take this real quick? I’ll only be a sec.

Liz: Yeah, fine.

[Peter answers his call, moving to the back seats. As he passes by, Michelle stares at him curiously, looking up from her book.]

Peter: Hello?

[Happy is talking on the phone in the Avengers Tower. Behind him, workers are carrying things.]

Happy: Got a blip on my screen here. You left New York?

[Decathlon practice continues in the background.]

Liz: Okay, focus up, everyone.

Peter: Tracker.

[Peter holds the phone away from his mouth and mutters.]

Peter: (in a normal voice) Uh, yeah. No, it’s just a school trip. It’s, uh, it’s nothing.

[Peter sits in the back of the bus, next row to Ned.]

Peter: Look, Happy, I gotta say, you tracking me without my permission is a complete violation of my privacy.

[Ned points at the hologram model.]

Peter: (whispers) That’s different.

[Happy looks suspicious.]

Happy: What’s different?

Peter: Nothing. Look, it’s just the Academic Decathlon. It’s no big deal.

Happy: Hey, hey. I’ll decide if it’s no big deal.

[Peter looks annoyed. He mouths, “what?”]

Happy: Sounds like it’s no big deal, but remember, I’m watching you.


[The bus approaches Washington D.C. Above the hotel entrance, we see a banner announcing the “United States Academic Decathlon.”]


[The Decathlon team arrives in the check-in area. We see the interior of the hotel which is filled with preparations for the Decathlon. The students and teacher look on in awe as they walk in. Liz is at their front, leading everyone.]

Liz: Everyone stick together.

Mr. Harrington: Yeah.

Charles: You kidding me? This place is huge.

Flash: I’ve seen bigger.

Abe: There’s a bird in here.

Peter: (to Ned) Hey, you brought your laptop, right?

Ned: Why?


[The door to Peter and Ned's hotel room closes. The do not disturb sign is hanging on its handle. Peter and Ned unpack, shaking various belongings like wires, the purple weapon core, toothpaste, and braces out of their backpacks. Peter connects a wire to the suit. Ned is using his laptop, complicated lines of codes flashing through the screen. Peter holds a flashlight with his mouth, working on his suit.]

Ned: Peter, why are we removing the tracker from your suit?

Peter: Uh, because I gotta follow these guys to their boss before they move again and I don’t really want Mr. Stark to know about it.

Ned: So you’re lying to Iron Man now?

Peter: No, I’m not lying. He just doesn’t really get what I can do yet.

[Ned warily eyes his friend. Peter removes the tracking device from the suit.]

Peter: Ah... Gotcha.

[He takes the flashlight out of his mouth.]

Peter: All right, Happy. Enjoy tracking this lamp.

[Peter sticks the device on a lamp, then gets back to the suit. Ned is still working on the laptop.]

Ned: There’s a ton of other subsystems in here...

Peter: Hmm?

Ned: (smirks) ...but they’re all disabled by the Training Wheels Protocol.

Peter: What?

[Peter hops up next to Ned and looks at the screen. The words “Training Wheels Protocol” are written in red. The codes declare that the protocol is currently active and that “Stark Industry Key Identifier” should be entered to disable it.]

Peter: “Training Wheels Protocol?”

[Ned chuckles.]

Peter: Turn it off.

Ned: I don’t think that’s a good idea. I mean, they’re probably blocked for a reason.

Peter: Come on, man. I don’t need training wheels.

[Peter steps onto his bed and jumps up and down.]

Peter: I’m sick of him treating me like a kid all the time. It’s not cool.

Ned: But you are a kid.

Peter: Yeah, a kid who can stop a bus with his bare hands.

Ned: Peter, I just don’t think this is a great idea. I mean, what if this is illegal?

[Peter jumps down to kneel beside Ned.]

Peter: Look, please. This is my chance to prove myself. I can handle it. Ned, come on.

Ned: I really don’t think this is a good idea.

Peter: (whispers) The guy in the chair.

Ned: Don’t do that.

Peter: Come on.

[Ned sighs and types reluctantly. A blue flash of light briefly pulses through the suit. Peter and Ned look at it.]

[Peter, wearing the suit without the mask, zips up his sweat shirt to hide it and puts on his hood. He peeks out the door and looks around. The corridors are quiet and empty.]

Peter: Yeah, the glowy thing, it’s evidence. Keep it safe.

[Ned picks up the glowing core.]

Peter: All right?

Ned: Okay, okay.

[Peter activates the tracker.]

Peter: They’re moving.

[Peter hurriedly walks out of the room.]

Ned: Be careful.

[As Peter tries to walk down the hall unnoticed, Liz approaches in a bathing suit.]

Peter: Hey, Liz.

Liz: (whispers) Perfect timing. We’re gonna go swimming. Come on, come on, come on.

[She waves the other students forward.]

Peter: (whispers) What?

[The teenagers sneak by, laughing quietly.]

Sally: Hey, Peter.

Cindy: Hi.

[Flash slaps Peter’s butt.]

Peter: Hey!

[Peter squeals in a high tone, offended.]

Peter: I was, uh... I was gonna go study, um, in the business center.

Liz: Peter, you don’t need to study. You’re, like, the smartest guy I’ve ever met.

[Peter looks at Liz, bewitched.]

Liz: And besides... Um, a rebellious group activity the day before competition is good for morale.

Peter: Hmm?

Liz: Um, well, I read that in a TED Talk, so, I-I heard it in a TED Talk. And I read a coaching book.

[Liz smiles and nods.]

Peter: Wow, you really... This is really important to you.

Liz: Yeah. It’s our future. I’m not gonna screw it up. Besides, we raided the minibar and these candy bars were, like, eleven dollars. So get your trunks on and come on.

[Liz throws a candy bar at Peter in a smooth arc.]

Charles: Come on.

Sally: Come on.

Liz: I’m coming, I’m coming.

[Liz catches up with the others.]


[At an indoor swimming pool, the Decathlon teammates swim. Liz sits on a wall between the pool and a spa.]


[Wearing his suit without the mask, Peter watches Liz through a window on the roof. Liz playfully chats with her teammates. Peter sighs. Stepping back from the window, he tightens the straps on his backpack. Peter puts on the mask. A brief glow expands from the spider emblem on his chest.]

Suit Lady: Good evening, Peter.

Peter: Hello? Hello?

Suit Lady: Congratulations on completing the rigorous Training Wheels Protocol and gaining access to your suit’s full capabilities.

[We see Peter’s view from inside the spider suit, quickly changing to different view modes.]

Peter: Ah, thank you.

Suit Lady: So where would you like to take me tonight?

Peter: (stuttering) S, I, I, put a tracker on someone. He’s a bad guy.

Suit Lady: Tracker located.

[We see the spider suit tracking down the path that leads to the guy Peter is after.]

Suit Lady: Plotting course to intercept target.

Peter: Okay, well, as long as I make it back in time for Decathlon, it’s fine.

[Peter swings from a web and lands on a truck. As the truck runs past, we see a banner that says “United States Academic Decathlon.”]


[Peter rides on a different truck, raging down the road. We see Peter in his spider suit crouching on top of the truck, with the dark night sky in the background.]

Suit Lady: One hundred meters from destination and closing.

[The truck roars past a patch of grass.]

Suit Lady: Jump now.

[Peter leaps off the truck and rolls down a grassy bank. He runs across the bank through the tall grass, approaching an abandoned gas station.]


Suit Lady: Detecting three individuals.

[We see Peter observing the gas station from behind his back. The station is dark, with a couple of trucks in its driveway. He stops and crouches to observe the gas station.]

Peter: (whispers) Why is their secret lair in a gas station? That’s so lame.

[Peter jumps, and climbs on top of the empty gas price sign.]

Peter: Hey, suit lady, what are they doing?

Suit Lady: Do you want to hear what they’re saying?

Peter: I can hear what they’re saying? Uh, yeah.

Suit Lady: Activating Enhanced Reconnaissance Mode.

[The spider suit display closes in on the van and shows Peter the heat signals emitted from the men inside. There are three people in the van who are quietly speaking.]

Mason: I got the gauntlet from the Lagos cleanup. The rest is all my design.

Peter: Whoa, that’s so cool.

Randy: Can’t believe they’re still cleaning up that Triskelion mess.

Schultz: I love it. They keep making messes, we keep getting rich.

Mason: Target inbound.

Peter: Whoa, they’re in the middle of a heist. I could catch them all red-handed. This is awesome. Okay, I’m gonna get a little closer so I can see what’s happening.

Suit Lady: Would you like me to engage Enhanced Combat Mode?

Peter: Uh, Enhanced Combat Mode? Yeah.

Suit Lady: Activating Instant Kill.

[The eyes of Peter’s spider suit turn into evil-looking tiny red dots.]

Peter: No, no, no, no, no, no, no. I don’t want to kill anybody!

Suit Lady: Deactivating Instant Kill.

[The eyes switch back to their normal width and color. Peter jumps off the sign and falls on his face on the hard asphalt ground. Peter grunts.]

Schultz: Did you hear that?

Peter: What the hell just happened? What was that?

Suit Lady: You jumped off the sign and landed on your face.

[He fires web pellets from his shooter which land on the gas station sign.]

Peter: Suit lady, what’s wrong with my web-shooters?

[Peter runs to hide behind a sign.]

Suit Lady: Rapid-fire is the default for Enhanced Combat Mode.

Peter: Why would I need rapid-fire?

Suit Lady: Would you like to see more options?

[We see Peter’s hands from his spider suit point of view. All kinds of webs are shown from which he can choose.]

Suit Lady: You have 576 possible web-shooter combinations.

Peter: Whoa, Mr. Stark really overdid it.

[Inside the car:]

Schultz: You two wait right here.

Mason: Wait. You’re gonna want to turn on the dampers, though, or that thing will shatter your arm.

Schultz: All right. Where’s the dampers?

[Peter is still looking down at all the options for his webs displayed over his hands.]

Peter: That one.

Suit Lady: Great choice.

[One of the options turn red.]

Suit Lady: Would you like me to set this as your new default?

[Peter shoots an electrified web at a neon sign, making it blink on and off.]

Peter: No, no, no.

[Through the window, we see Peter struggling with his electrified webs. He keeps shooting, and the neon sign keeps flashing. The men in the car are oblivious.]

Mason: Push that in.

Schultz: Right here?

Mason: No, no, the other-

Schultz: This one right here?

Mason: Yeah, push. [Peter runs behind the gas station, away from the truck, and leaps on some trucks to reach the roof of the building.]

Peter: What was that?

Suit Lady: Taser webs.

Peter: Taser webs? I don’t want taser webs.

Suit Lady: You seem to be very unfamiliar with your web-shooter settings. Would you like to run a refresher course?

[Peter sits on the roof to get a better look at the men.]

Peter: No, just... You choose.

Suit Lady: Sure thing.

[Inside the DODC convoy truck:]

DODC Central: Six-Alpha-Niner. Are you running on time?

DODC Driver: Copy, Central. Six-Alpha-Niner on schedule.

[Schultz, Vulture’s bald henchman, peers through binoculars. Three trucks are approaching the gas station.]

Schultz: I have visual.

Mason: Green light, green light.

[Peter spots Vulture flying overhead in his wing suit.]

Peter: Oh, that’s him.

[Vulture soars over a convoy of transport trucks. The suit’s eyes glow green in the dark.]

Vulture: Okay, I got eyes on the convoy. Pulling in behind the caboose.

Mason: Deploy anchors.

[Vulture fires cables onto the roof of the last truck. He drops a cube onto the trailer, which separates into four pieces. Arranged in a rectangle, they create a glowing portal through the roof.]

Vulture: Dropping down.

[Vulture detaches from his suit and falls through the portal, but the truck driver seems unaware of what’s happening.]

[Inside the van, Mason speaks into his walkie-talkie, surrounded by wires and screens.]

Mason: No outgoing distress signals. You’re all clear.

[We see Vulture’s green-filtered view of the inside of the trailer. Cage-like boxes contain exotic items.]

Vulture: Hey. Looks like they got some good stuff here.

[He rips off the door from a cage full of tech. Peter climbs on top of the trailer and touches the portal. His fingers go through.]

Peter: Whoa, cool. It’s some kind of matter phase shifter.

[Peter crawls down the ceiling as Vulture rises into view. Vulture kneels and zips a duffel bag.]

Vulture: Alright, coming up.

[Vulture jumps through the portal and onto the roof of the trailer. Peter shoots a web at Vulture’s bag, pulling it away.]

Peter: Hey, Big Bird! This doesn’t belong to you!

[Vulture’s green eyes glare intimidatingly in Peter’s direction.]

Peter: Oh, god.

[Vulture gets into his wing suit and soars toward Peter. Peter jumps over him and fires long, weak webs past Vulture.]

Peter: Suit lady, what was that?

Suit Lady: You told me to choose.

[Vulture attacks Peter and Peter tries to balance himself on the edge of the trailer.]

Peter: What? No, just set everything back to normal.

[Peter grabs Vulture’s duffel bag, and starts to tug.]

Suit Lady: Activating all systems.

[Peter rips the bag out of Vulture’s talons. He falls through the portal back into the truck. The portal cube is thrown off position by Peter’s movement. He immediately jumps up to get out but slams his head on the now solid roof. Peter loses consciousness. Cut to black.]


[Time seems to have passed, and Peter lies motionless on the floor of the trailer. The truck shakes to a stop, waking Peter up.]

Peter: Oh, my head.

Suit Lady: You appear to have a mild concussion.

[With a headache, Peter stands up with a hand to his head.]

Peter: Hey, so where am I right now?

[Peter looks around, but cannot figure out where he is.]

Suit Lady: I’m not sure. The container walls are hindering my sensors.

Peter: Wait a minute. They must have hijacked the truck and taken me to their evil lair. Okay, suit lady. We’re gonna have to fight our way out of this one.

[Peter prepares himself to burst through the truck’s metal doors.]

Peter: Three, two, one!

[Peter smashes through the trailer doors, and finds himself in a huge warehouse full of containers. He looks around, on guard.]

Peter: What is this place? Suit lady, where am I?

Suit Lady: You’re in the most secure facility on the Eastern Seaboard. The Damage Control Deep Storage Vault.

Peter: No. Seriously?

[Shocked, Peter puts both hands to his head. On the wall before him, “DODC-V05” is written in big black letters.]

[Time has passed. Peter is clinging to the horizontal crack of the massive doors as he tries to wedge them open.]

Suit Lady: The door will most likely remain closed until morning.

[Peter kicks at the bottom of the doors.]

Peter: (disappointed) Morning?

[Later. Peter is lying on a hammock made out of his webs.]

Peter: Hey, suit lady, I kind of feel bad calling you “suit lady,” you know? I think I should probably give you a name... like Liz. No, no, no. God, that’s... that’s weird.

[With one hand, Peter swings on a rope that is also made out of his webs, and lets go, dropping to the floor and lying down.]

Peter: What about Karen?

Suit Lady: You can call me Karen if you would like.

[Peter reads a book hanging upside down. His web is held between his feet and suspending him from the ceiling.]

Peter: Hey, Karen, what else can this suit do?

[Wings expand from under his arms. Peter gasps in surprise.]

Peter: What?

[Standing in front of an empty wall, Peter is now wearing his yellow Midtown high school blazer over his suit. The suit is flashing a laser spider man emblem on the wall. Peter is examining the options for his web.]

Peter: Maybe we should run that refresher course.

Karen: Ricochet web.

Peter: Ricochet web.

[Peter shoots a ricochet web on the wall and it immediately bounces back. He ducks to dodge the ball-shaped bundle of web.]

Peter: Whoa! Cool.

[Later. The wall is covered with patches of spiderwebs now.]

Karen: Splitter web.

[Peter fires two strands of web.]

[More time has passed. The wall is even messier.]

Karen: Web grenade.

[Peter jumps, and throws a small, metal-like ball of web.]

Peter: Web grenade!

[The web grenade explodes, and the web covers the wall even more.]

[Later. Peter jump ropes with a strand of web.]

[Later. Peter is lying face up on one of the trailers.]

Peter: Should I tell Liz that I’m Spider-Man?

Karen: Who is Liz?

Peter: Who is Liz? She’s.. heh. She’s the best. She’s awesome. She, uh, she’s just a girl who goes to my school. And, uh... Yeah, I just... I really want to tell her, but it’s kind of weird, you know? “Hey, I’m... I’m Spider-Man.”

Karen: What’s weird about that?

Peter: What if she’s expecting someone like Tony Stark? I mean, imagine how disappointed she’d be when she sees me.

Karen: Well, if I were her, I wouldn’t be disappointed at all.

Peter: Thanks, Karen. It’s really nice to have somebody to talk to. Hey, how long we been here anyways?

Karen: Thirty seven minutes.

Peter: What? Thirty seven minutes?

[Peter sits up, unable to control the frustration.]

Peter: That’s insane. I cannot take this anymore. I gotta... I gotta get out of here.

[Peter flips off a container and walks into it. He sighs and takes off his blazers and his hoodie.]

Peter: There’s got to be something in here I can use.

[He opens Vulture’s duffel bag.]

Peter: Okay, let’s see.

[Peter inspects a wheel-shaped metal piece then throws it away.]

Peter: Nope.

[He pulls out a Ultron head.]

Peter: That’s awesome. [The Ultron head makes a clanging sound as it is discarded on the floor. Peter holds a purple glowing object.]

Peter: Ah, hey, it’s like the glowy thing.

Karen: That glowy thing is an explosive Chitauri energy core.

Peter: Whoa, whoa, whoa, whoa! You mean, we’ve been carrying around a bomb?

Karen: It would require radiation to transform it into an explosive state.

[Peter finds his phone and tries to call Ned but can’t get any reception.]

Peter: No, no, no, no, no.

[Peter uses webs to swing to the warehouse doors. Clinging onto the doors, he starts banging and shouting, hoping someone would hear him.]

Peter: Hey! Please! Please, somebody, let me out! Hey! Karen, you have to help me override that time lock.

[Peter hangs upside down from the ceiling next to the time lock close to the doors. He has opened the lock panel and is now putting in numbers. In his hands are a notepad and a pen.]

Peter: Okay Karen. Lower the voltage and run it.

Karen: Trial unsuccessful.

Peter: Okay, we’re just gonna have to try every sequence.

[Peter crosses out the wrong sequence on his notepad.]


[The sun is rising over the Washington D.C.]


[At the hotel, Ned waits in his room. Someone knocks on the door.]

Student: Ned, Peter, we’re gonna be late. Come on, let’s go.

Ned: Okay, hold on, hold on.

[Ned grabs the energy core.]


[Peter is still trying to override the lock. He yawns, then presses some buttons.]

Karen: Initiating trial 247.

[The massive warehouse doors groan as they open.]

Peter: It worked! It works!

[Peter swings out on his webs through the opening doors. Peter crawls on the ceiling outside, then drops on the trailer of a departing truck. He lies down as the truck passes an armed guard.]


[The students are entering the Decathlon venue.]

Moderator: Please be sure all cell phones are turned off.

[Ned hand his phone in to the security.]

Security: Thank you.


[Peter is standing on the back of a trailer truck. A ringing tone is heard in the background.]

Peter: Karen, you have to get me to Decathlon as fast as possible.

Karen: Sure thing. Just tell me where it is.

Peter: Right across the street from the Washington Monument.

[We see Peter holding his phone to his ear.]

Ned: Hey, it’s Ned. Leave a message.

Peter: Ned, call me back! The glowy thing is a bomb!


[At the Decathlon, the students are scribbling. We pan down to see the purple energy core glowing in Ned’s pocket.]


Karen: There’s a vehicle approaching on your right.

[Peter grunts, and climbs on top of the cargo.]


Moderator: We have now entered sudden death.

[The students prepare themselves, trying to be calm and placing their hands on their buzzers. Flash takes a deep breath, clearly nervous.]


[The scene cuts over to Peter as he leaps on a SUV.]


Moderator: The next correct answer wins the championship.

[Michelle hits the answer bell with a bored, impassive look.]

Moderator: Midtown Tech?

Michelle: Zero.

Moderator: That is correct. Midtown takes the championship!

[Ned hugs Michelle and she smiles. More Midtown students pile in for a group hug.]


[The Midtown High students are walking toward the Washington Monument.]

Student: We won!

Liz: You guys, I am so proud of you.

Flash: Told you we didn’t need Peter.

Ned: Flash, you didn’t answer a single question.

[Michelle is standing alone with a book.]

Mr. Harrington: Taking it all in, Michelle?

Michelle: Oh, yeah, I just... um, I don’t really want to celebrate something that was built by slaves.

Mr. Harrington: Oh, I’m sure the Washington Monument wasn’t built by-

[Mr. Harrington looks up at the monument. A park ranger wobbles his hand as a confirmation to Michelle’s words. Mr. Harrington purses his lips and walks away.]

Mr. Harrington: Okay. Enjoy your book.

Michelle: Thanks.


[Peter swings on top of a bus. Peter and Ned finally reach each other on the phone.]

Peter: Oh, Ned, you’re alive!

[Ned is at the Washington Monument, about to get a security check.]

Ned: (whispers) Peter, are you okay?

Peter: Ned, Ned, where’s the glowy thing, the glowy thing?

Ned: Don’t worry, it’s safe. It’s in my backpack.

[Ned puts his backpack down on the conveyor belt for an X-ray security scan.]

Peter: No, Ned, listen! No, no, Ned, the glowy thing is dangerous.

Ned: You missed the Decathlon. I covered for you.

Peter: Ned, listen to me!

Ned: We’re at the Washington Monument now. You gotta- [Liz takes the phone from Ned.]

Liz: Peter, is that you?

Peter: Oh, hey, Liz.

Karen: Is that Liz?

[Peter jumps from the bus, tumbles on his back, and starts running.]

Peter: Please put Ned back on the phone.

Karen: You should tell her how you feel.

[Peter tries to put a word in edgewise but Liz ignores him and talks on.]

Liz: You freak! You are so lucky we won. You know, I want to be mad, but I’m more worried. Like, what is going on with you?

[Now at the Lincoln Memorial, Peter is running towards the Washington Monument.]

Peter: Liz, I have to talk to Ned. It’s really important!

Security: Miss, all items on the belt, please.

Peter: Liz, there’s something in Ned’s backpack! It’s really dangerous. Don’t let it go through an X-ray.

[Not hanging up, Liz puts Ned’s phone through the X-ray machine along with Ned’s backpack. Ned walks through the scanner, oblivious, and moves to collect his backpack. The X-ray scanner screen buzzes.]

Peter: Liz? Liz! Damn it.

[Peter keeps running, and the Washington Monument comes into view as he gets closer.]

[Ned puts on his bag. The students enter an elevator.]

Flash: Hey, Mr. Harrington, can I be the one to tell Peter he’s expelled?

[Outside the Washington Monument, Peter webs his backpack to a tree.]

[The elevator is steadily climbing upwards. The core in Ned’s backpack begins to glow.]

Tour Guide: The Washington Monument is 555 feet, 5 and 1/8 inches tall. Notice how the marble and granite are cut around the stone.

[The energy core erupts with light, breaking glass, and the tip of the monument cracks.]

[Peter arrives at the base of the monument.]

Tourist: Did you hear that?

Peter: No, no, no, no, no, no. Karen, what’s going on up there?

Karen: The Chitauri core has detonated and caused severe structural damage to the elevator.

[The spider suit provides Peter a view inside the monument, and it is shown that several people are gathered inside the elevator.]

Peter: Oh, no.

Michelle: My friends are up there!

Peter: What? Uh... Don’t worry, ma’am. Everything’s gonna be okay. Excuse me, excuse me. Oh, my god, that’s tall.

[Peter runs through the crowd, leaps onto the side of the monument, and crawls up.]

[On the elevator, Ned drops his backpack. The small space is filled with smoke.]

Charles: Oh, my god. Look at the ceiling.

[A glowing, red crack cuts across the elevator ceiling.]

Liz: Just stay calm, everyone.

Abe: Oh, we are all going to die here.

[Michelle peers up at Peter. He’s climbing on the monument, and has gotten so high that he’s merely a dot seen from below.]

Karen: Estimating 10 minutes before catastrophic failure.

[Inside the elevator:]

Charles: We're freakin' screwed.

Tour Guide: Okay guys, I know that was scary, but our safety systems are working.

[Peter is now panting.]

Karen: The safety systems are completely failing.

[The tour guide drones on in order to calm the students.]

Tour Guide: We're very safe in here.

[Outside the Monument:]

Karen: The occupants are in imminent mortal danger.

Peter: I'm going as fast as I can!

[Peter pulls himself up with double strands of web.]

[Park rangers open the doors to the elevator shaft. The tour guide opens a hatch in the ceiling of the car, and looks out.]

[Peter continues climbing.]

[Cindy is pulled out of the elevator.]

Park Ranger: Let's go. Give me your hand.

Karen: You now have 125 seconds until catastrophic failure.

[Peter’s hands slip a little.]

Peter: What? Why?

Karen: Unexpected motion has caused the deterioration to escalate.

[The spider suit shows the elevator. The park rangers rescuing the students are making the elevator move.

PETER Peter: How do I get in there?

KAREN Karen: Activating reconnaissance drone.

The emblem on Peter’s suit detaches, and the spider-shaped robot flies up, over the monument.]

Peter: Whoa, has that been there the whole time? That’s awesome.

Karen: Locating optimal entry point.

[The small drone finds a window.]

Karen: Proceed to southwest window.

Peter: Karen, I'm on my way.

[Peter moves around the monument, and continues climbing. Down below, people have started to gather to see what’s happening.]

[Inside, Abe peers down the long elevator shaft.]

[Peter reaches the top of the monument. Pausing, he turns onto his back and clings to the cracked stone.]

Peter: Ah!

[Cautiously, Peter peers over the edge to the ground far below.]

Peter: Okay. Oh, my god. Okay.

[He then takes panicky breaths and sticks to the wall.]

Karen: What's wrong? You've reached the southwest window. Why are you hesitating?

Peter: It’s fine. It’s just, I've just never been this high before.

[Peter tries to shoo away the seagulls perched on the windowsill. Karen’s voice is calm and kind as she informs Peter.]

Karen: You have also not reinstalled your parachute, so a fall from this height would most likely be lethal.

[Peter moves on top of the windowsill and the seagulls fly away.]

Peter: Perfect. Oh, my god.

[Peter kicks the window.]

Peter: Why is it not breaking?

Karen: It's a four-inch ballistic glass. You'll have to create more momentum.

[Peter shoots a web against the monument wall and rappels down the strand until his feet lie flat against the glass. Jumping, he swings against the window. The glass cracks slightly.]

[Police helicopters approach, guns ready. Speakers boom as a police officer speaks out.]

Police: This is D.C. Metro police. Identify yourself.

Peter: My friends are in there! My friends are in there! Stop!

Police: Return to the ground immediately.

[Inside the elevator:]

Mr. Harrington: Okay, who's next?

[Liz grabs Mr. Harrington’s shoulder, preparing to climb up.]

Flash: Me, it's my turn!

[Flash shoves Liz to get out first, and doesn’t give up the trophy.]

Ned: Flash, seriously? What are you doing?

Flash: Come on.

Cindy: Don't worry about the trophy.

[Flash climbs through the hatch in the ceiling of the elevator, and the car shakes.]

Students: Ah!

[Through the yet unbroken window, Peter is watching the students panic.]

[Peter stands against the window as police helicopters hover around him. An officer is aiming his gun in Peter’s direction.]

Police: Stand down! Return to the ground immediately!

[Peter is panting heavily, but he climbs to the top of the monument.]

Police: Return to the ground or we will open fire!

[The police officer follows Peter with the aim of his gun, but Peter disappears from his view to the other side of the monument.]

Police: (to the pilot) Go up, go up!

Peter: I got this.

Flash: Take my trophy!

[The car shakes again under Flash’s feet.]

Police: This is your last chance!

Peter: Oh, I'm gonna die.

[Peter jumps toward the closest helicopter and extends his web-wings, gliding over the menacing helicopter blades. He shoots a web at the skid, and swings toward the window.]

Peter: Break!

[The window shatters into pieces as Peter swings in, and the roof of the elevator is ripped off. The elevator starts to fall. Peter slides in toward the elevator shaft.]

Liz/Ned: Ahh!

[Peter shoots a strand of web onto the falling elevator, then braces his feet against the doors to the shaft. Liz, Ned and Mr. Harrington are jostled in the elevator as it is stopped.]

Peter: I did it! Whoa!

[The doors break loose, and Peter falls after the plummeting elevator. It catches on a beam and Peter falls in through the ceiling on his back. The impact breaks off a wheel and the car starts to drop again. Peter shoots a web through the hole in the ceiling, stopping the elevator’s descent. Hanging upside down with his feet braced against the ceiling of the elevator, Peter grabs on to the strand of web, and tries to make his voice sound different as he helps his friends calm down.]

Peter: Ahem. Hey, how you doing? Don't worry about it. I got you.

Ned: Yes! Yes!

[Ned swings his fist in joy and relief, making the whole elevator wobble.]

Peter: Hey, hey, hey, hey, hey, hey, big guy, quit moving around.

Ned: Sorry, sir. So sorry.

[Outside, a fire truck and an ambulance arrive.]

Park Ranger: Let's go, let's go!

[With his web attached to the ceiling high above, Peter slowly pulls the elevator up the shaft. They reach an upper floor.]

Park Ranger: Okay, okay.

Cindy: Mr. Harrington, go. Ned, come on.

Peter: Alright. This is your stop.

Ned: Come on, Liz.

[The metal elevator ceiling starts to bend under Peter’s feet.]

Peter: Go, go, go. Everybody out! Move it, people. Move it, move it!

Liz: Are you sure it’s safe?

[Liz reaches out, but before she can hold Mr. Harrington’s outstretched hand, the ceiling snaps.]

Mr. Harrington: Liz!

[Peter webs Liz as the elevator falls. She dangles by her wrist.]

Peter: You’re okay. You’re okay.

[Peter pulls her up by the web, then takes her hand.]

Peter: Okay.

[His web starts to snap as he helps Liz to safety.]

Students: Oh, my god. Good, good.

Mr. Harrington: Come on up. Come on, you guys, stay back. Come on in. Come on in.

Peter: So, uh, is everyone okay?

[Liz nods.]

Karen: This is your chance, Peter. Kiss her.

[Liz and Peter hold a look. The web snaps, and Peter drops. The students, the teacher, and the park rangers look down the elevator shaft going after Peter as he falls.]

Mr. Harrington: Thank you.

[Flash peers down the shaft.]

Flash: Are you really friends with Peter Parker?


[In Vulture’s warehouse, Schultz tries out the shocker gauntlet. He can move a whole van with the force of his punch. Mason sits at his work table, clutching his work when the table wobbles.]

Mason: I can finish the next order, but without any new materials from that truck...

Toomes: Ugh, damn it. We still have enough to do the Gargan deal though, right?

Mason: Yeah, but then that's it.

[Perching on the table, Vulture strokes his chin.]

Mason: Oh, maybe it is time that I built the high-altitude seal.

Toomes: Would you shut up about that?

Mason: It's only one job.

Toomes: No.

[Schultz stands nearby.]

Toomes: Eight years, not a word from the Feds, nothing from those Halloween-costume-wearing bozos up there in Stark tower. And then all of a sudden, this little bastard in red tights shows up and he thinks he can tear down everything I've built. Really?

[Vulture shrugs.]

Toomes: I’m gonna kill him. I'm gonna find him...

Schultz: I found him.

[On TV, the news shows spider man at the Washington Monument. The headline says “Man Spider Climbs Washington Monument.”]

News Anchor: Spider-Man swooped in, heroically saving an Academic Decathlon team from Queens. The identity of the masked hero is still unknown.

[Vulture’s expression is unreadable as he studies the screen.]


[At night, the students’ families meet them by the school bus. Liz’s mother hugs Liz.]

Liz: Mom.

Doris: It’s okay. Alright.

May: Peter?

[Aunt May runs to Peter and embraces him.]

Families: Come here, come here. Oh, my god.


[At school, the student news plays on a TV in the hall.]

Jason: This past weekend, Midtown's Academic Decathlon team defeated the country's best to win the national championship. Later that day, they also defeated death.

Abe: (yells) Explosion. Sally scream. Flash scream. Everybody screamin’.

Charles: (excited) There were purple lasers and smoke everywhere, It was...

[A cat emoji appears over Charles’ mouth and a beep is inserted as he swears.]

Charles: ...just like a bon Jovi concert.

Mr. Harrington: As you know, we made it out alive, and that's the important thing. I couldn't bear to lose a student on a school trip. Not again.

[The camera amateurishly zooms in on Mr. Harrington’s face.]

Jason: Thankfully, no one was seriously injured, thanks to the Spider-Man.

Jason/Betty: (awkwardly) Thank you, Spider-Man.

Jason: Up next: The Spider-Man mania is sweeping the school. How can you show your spider spirit?

[Peter grins as he walks past the TV showing the student news. A few students are standing around the TV to watch the news. As Peter cheerfully enters another hall, Ned joins him.]

Ned: Dude, dude, dude, dude. What is it like being famous when nobody knows it's you?

Peter: Crazy, dude.

Ned: It’s crazy. Should we tell everyone?

Peter: No.

Ned: Should I tell everyone?

Peter: No, dude, no, that’s not a good idea.

Ned: Okay, come on, we'll be late to class.

Peter: I’m not going to class.

Ned: You’re already in so much trouble for ditching the Decathlon.

Peter: Dude, listen, I figured it out, right? The wing suit guy is stealing from Damage Control. And what he takes from Damage Control, that’s how he builds the weapons. So all I gotta do is catch him.

Ned: But we have a Spanish quiz.

Peter: Ned, I'm probably never gonna come back here. Mr. Stark is moving the Avengers upstate, so when I bring this guy in-

Ned: Dude, you want to be a high school dropout?

Peter: I am so far beyond high school right now.

Principal Morita: Parker, my office.


[At detention. A video plays, featuring Captain America. He pulls up a chair and sits.]

Steve: So... You got detention. You screwed up.

[Peter sighs and bites his lip in frustration.]

Steve: You know what you did was wrong. The question is, how are you gonna make things right? Maybe you were trying to be cool. But take it from a guy who's been frozen for 65 years, the only way to really be cool is to follow the rules.

[We see the classroom is sparsely filled with students. Michelle is sitting in a seat behind Peter. Peter sighs again and stands up forcefully.]

Steve: We all know what's right. We all know what's wrong. Next time those turkeys try to convince you of something you know is wrong...

[Peter gets up and marches out past Michelle. Coach Wilson is slouching at a desk.]

Coach Wilson: (indifferently) Hey, where you going? Get back here.

Steve: Just think to yourself, what would Captain America do?

Coach Wilson: (to Michelle) Why are you here? You don't even have detention.

Michelle: Oh, I know. I just like coming here to sketch people in crisis.

[Michelle holds up a sketch depicting Coach Wilson.]

Michelle: Heh. It's you.

Steve: So your body's changing. Believe me, I know how that feels.


[In the empty hallway, Peter lifts a row of lockers off the ground, revealing a hidden space beneath. He grabs a bottle of web fluid and lowers the lockers. Peter throws the bottle up in the air, and catches it again.]


[Arriving home, Peter peeks in the front door.]

Peter: May?

[He checks the living room, which looks empty.]


[We are now inside Peter's bedroom. Peter is wearing normal clothes over his suit and lounging in his chair.]

Peter: Hey, Karen. What's up?

Karen: Hey, Peter. How was your Spanish quiz?

Peter: Listen, I was wondering if you could help me. I'm trying to figure out who the guys under the bridge were that night, but I mean, I can only kind of remember part of a license plate.

Karen: I can run facial recognition on the footage of that encounter.

[A string of data appears in front of Peter’s eyes.]

Peter: Footage?

Karen: Yes, Peter. I record everything you see.

Peter: Everything?

Karen: Everything.

Peter: Like all the time?

Karen: It's called the Baby Monitor Protocol.

[Peter throws away his pen in irritation.]

Peter: Yeah, of course it is. Um, yeah, just roll it back to last Friday.

Karen: With pleasure.

[Karen shows a footage of Peter fooling around in front of a mirror in his spider suit mask.]

Peter: (on video)Hey, everyone. Yeah, kick-ass party. Hey, what's up, Liz? Peter's told me a lot about you.

[The Peter in the footage winks.]

Peter: No, no, no. No, no, no. This is just me messing around. Go later in the day, later in the day.

[Karen fast-forwards the video.]

Peter: (on video) It is I, Thor, son of Odin!

[Peter is doing impressions of Thor, holding a wooden hammer in his hand.]

Peter: No, no, no, no, no, no. That's definitely... no. That's definitely not what we wanted to watch. Just...

Karen: Your impressions are very funny.

Peter: Fast-forward to the arms deal.

[Peter stands up. The footage shows three men from the arms deal that Peter was searching for.]

Peter: Okay. The two on the right, who are they?

Karen: Searching law enforcement databases. No records found for two of the individuals.

Peter: Nothing?

Karen: One individual identified. Aaron Davis, age 33. He has a criminal record and an address here in Queens.

[The spider suit displays the criminal record of Aaron Davis.]

Peter: Let's pay him a visit.

Karen: Would you like me to activate the Enhanced Interrogation Protocol?

Peter: Uh, yeah.


[In a parking building, the scruffy man from the weapons deal, Aaron Davis, carries groceries to his car. The spider drone follows him. As Aaron opens the trunk, Peter arrives in his spider man suit. He sticks Aaron’s hand to the trunk with a web. Annoyed, Aaron stares at the spider drone.]

Peter: Remember me?

[Peter speaks in a deep metallic voice. He approaches Aaron’s car, and Aaron seems taken aback.]

Aaron: Uh, hey...

Peter: I need information. You're gonna give it to me now.

Aaron: All right, chill.

Peter: Come on!

Aaron: What happened to your voice?

Peter: What do you mean, what happened to my voice?

Aaron: I heard you by the bridge. I know what a girl sound like.

Peter: I'm not a girl! I'm a boy. I mean, I'm a... I'm a man.

Aaron: I don't care what you are, a boy, a girl...

Peter: I'm not a girl! I'm a man. Come on, man. Look, who is selling these weapons? I need to know. Give me names or else.

[Aaron slams the trunk shut, and Peter startles. He steps back and looks around in surprise. The spider drone chirps and flies around Peter’s head.]

Aaron: You ain't ever done this before, huh?

Peter: Deactivate interrogation mode.

[The spider drone goes back in the emblem on the suit’s chest. Aaron laughs. Peter’s voice changes back to its high-pitched tone.]

Peter: Look, man, these guys are selling weapons that are crazy dangerous. They can't just be out on the streets. Look, if one of them can just cut Delmar's bodega in half...

[Aaron is looking at his fingers, sniffing, not amused. However, when Peter mentions Delmar’s, he gains interest.]

Aaron: You know Delmar's?

Peter: Yeah, best sandwich in Queens.

Aaron: Sub Haven's pretty good.

Peter: It's too much bread.

Aaron: I like bread.

Peter: Come on, man, please.

[Peter starts to walk away.]

Peter: Stupid interrogation mode. Karen, don't ever do that again.

Aaron: The other night, you told that dude, "if you shoot somebody, shoot me." It's pretty ballsy. I don't want those weapons in this neighborhood. I got a nephew who live here.

[Peter stops when Aaron starts speaking, and walks back to him.]

Peter: Who are these guys? What can you tell me about the guy with the wings?

Aaron: Other than he's a psychopath dressed like a demon, nothing. I don't know who he is or where he is.

[Peter leans his head on Aaron’s car, and gives out a sigh.]

Aaron: I do know where he's gonna be.

Peter: Really?

Aaron: Yeah, this crazy dude I used to work with, he's supposed to be doing a deal with him.

Peter: Yes! Yes. Thank-

[Peter starts to walk happily away, giggling.]

Aaron: Hey. Hey. Hey. I didn't tell you where. You don't have a location.

Peter: Right, of course. Yeah, my bad. Silly. Just...

[Embarrassed, Peter comes closer and leans on the car.]

Peter: Yeah. Where is it?

Aaron: Can I give you some advice?

Peter: Hmm?

Aaron: You got to get better at this part of the job.

Peter: I don't understand. I'm intimidating.

[Peter demonstrates his “intimidating” pose, crossing his arms.]

Aaron: Staten Island ferry, eleven.

Peter: Oh, that's soon. Hey, that's gonna dissolve in two hours.

Aaron: No, no, no, no. Come fix this.

Peter: Two hours. You deserve that.

[Peter walks away, stabbing a finger in Aaron’s direction.]

Aaron: I got ice cream in here.

Peter: You deserve that. You're a criminal. Bye, Mr. Criminal.


[At the Staten Island Ferry terminal, Peter swings onto a building roof. As the massive orange ferry pulls out of the dock, he takes a running leap and spreads his glider wings. He lands and hangs on the hull.]

Peter: (grunts) Nice.

[He peeks through a window and sees passengers sitting inside.]

Peter: Okay, Karen, activate Enhanced Reconnaissance Mode.

Karen: Sure thing.

Toomes: He’s up front. Main deck.

Schultz: I hate this guy.

Peter: It’s the guy from the bridge, right? Who’s that other guy?

Toomes: Just keep me posted.

Karen: There’s no record of him in my criminal database. Incoming call from May Peter. Should I reroute to your heads-up display?

Peter: I can’t talk right now. I’ll call her back.

[He watches Toomes. The spider drone climbs onto his head.]

Peter: Hey, dronie, keep an eye on that guy. We can’t let anybody get away this time.

[The drone hovers by the window. Peter climbs up to the ferry roof. He crawls to the edge and peers down at four men on the front deck.]

Peter: Who’s the guy on the left?

Karen: Mac Gargan. Extensive criminal record, including homicide. Would you like me to activate Instant Kill?

Peter: No, Karen, stop it with the Instant Kill already.

[Schultz approaches Gargan.]

Schultz: White pickup truck.

[Gargan nods to a slim man who walks away.]

Peter: Dronie, scan the ship for a white pickup truck.

[The tiny drone scans the cargo under the deck and spots a pickup truck. It hovers over the truck and scans its contents. Toomes’ coworker gets out of the car and leads the slim man to the back.]

Peter: Oh, this is too perfect. I got the weapons, buyers, and sellers all in one place.

Karen: Incoming call from Tony Stark.

Peter: No, no, no. No, no, don’t answer.

Tony: Mr. Parker. Got a sec?

Peter: Uh, I’m actually at school.

Karen: No, you’re not.

Tony: Nice work in D.C.

Peter: Okay.

Tony: My dad never really gave me a lot of support... And I’m just trying to break the cycle of shame.

Peter: Uh, I’m kind of in the middle of something right now.

Tony: Don’t cut me off when I’m complimenting you. Anyway, great things are about to-

[The ferry horn blares.]

Tony: What is that?

Peter: Uh, I’m at band practice.

Tony: That’s odd. Happy told me you quit band six weeks ago. What’s up?

Peter: I gotta go. Uh, end call.

Tony: Hey.

Peter: I’ll take those! (snatches a key chain) Yoink!

[He then leaps onto the deck.]

Peter: Hey, guys. The illegal-weapons-deal-ferry was at 10:30. You missed it.

[He disarms two guys with the spiderweb, kicks Gargan, and slams him. Peter ducks from Schultz’s Shocker gauntlet, which gets caught in a gate.]

Randy: Spider guy’s here.

[Toomes leaves his seat. Two thugs get up behind Peter.]

Peter: Whoa, whoa, whoa. Not so fast.

[Peter throws them both.]

Peter: Are you guys okay? My bad. That was a little hard.

[He eyes Schultz, who is still struggling to free himself.]

Peter: I gotta say the other guy was way better with that thing.

[He then reloads his web-shooter.]

Peter: I’m honestly, I’m, I’m shocked.

[Peter shoots a web grenade behind him, attaching a thug to the wall with it. In the cargo hold, Toomes bashes the slim man’s head against the truck. He then faces Peter, who is standing yards away on deck. Suddenly, agents come out of nowhere and aim at Peter.]

FBI Agent 1: Freeze! FBI!

FBI Agent 2: Don’t move.

FBI Agent 1: Get on the ground.

FBI Agent 1: FBI.

Peter: Wait, what do you mean, FBI?

Karen: The FBI is the Federal Bureau of Investigation.

Peter: I know what the FBI means, but what are they doing here?

[A mechanical wing bursts out of the truck, making the agents turn to it. Toomes flies toward the deck in his vulture suit. Agents shoot at him.]

Peter: Get out of the way! Get out of the way!

[Vulture fires a high tech weapon, drags a car, and throws it to the agents.]

Peter: Look out, look out, look out. Move, move, move!

[Vulture hits Peter, causing him to fall into the water. He then fires energy blasts at a man’s arm.]

Toomes: Get to the top deck. We’re getting out of here.

[Peter shoots his web at Schultz, but misses. He shoots the web at Vulture’s leg and pulls. Vulture hides behind his large metal wings that protects him from the gunfire, then shoots at the agents. One blast hits an indoor seating area. Peter weighs Vulture with a car attached to his web. Dodging a blast, he leaps to the upper deck and shoots some more web. Hanging from Vulture’s suit, Peter swings over the water. The flying man fires at Peter. He swings back onto the deck. Vulture cuts the strands of web with the blades of his wings. Peter shoots web at the barrel of Vulture’s high tech weapon.]

Peter: Activate Taser Web!

[Electricity travels up the strand of web and the weapon is yanked away from Vulture. On the deck, it bounces around wildly. Peter traps the weapon using lots of spiderweb.]

Toomes: You’re messing with things you don’t understand.

[The weapon’s laser beam breaks up into multiple rays. The energy blast cuts through the upper seating area, narrowly missing frightened passengers. In the air, Vulture dodges the blasts as they shoot into the sky. Schultz sprints toward an upper deck, leaps into the air, and lands on Vulture’s back. The rays slice through the length of the ferry, then vanish. In the seating area, passengers move cautiously. In the cargo bay, jets of water start to split up the ferry.]

Peter: Oh, my god. What do I do? Karen, uh, give me an X-ray of the boat and target all the strongest points.

[Peter’s display highlights spots on the structure.]

Peter: Web grenade. Web grenade.

[Shooting web, he leaps between the two sides of the ship.]

Peter: Splitter web, go.

[Peter tumbles back and forth on the upper part of the ferry, connecting the ship with strands of web. He dodges flames as he travels down the length of the ferry. Peter fires several strands of web and once, and binds them together with another strand. Reaching the bow, he crouches on the edge of the roof. He eyes the two leaning halves of the ferry that are crisscrossed with spiderweb.]

Karen: Great job, Peter. You are 98 percent successful.

Peter: Ninety-eight?

Man: Yeah, Spider-Man!

[The web strands begin to snap.]

Peter: No, no, no, no!

[Water floods the cargo hold, pushing the cars forward. People cling to posts as the stream rushes past them. On the upper level, passengers slide down the floor of the leaning ferry. The gap widens as the web strands continue to snap. Peter leaps into the air.]

Peter: No!

[He grabs a thread and shoots another. Arms outstretched, Peter hangs between the two sides, trying to hold them together.]

[Suddenly, the two sides start to move toward each other.]

Peter: What the hell?

[Peter lands gently in the seating area and looks around.]

Peter: What the hell...

[Iron Man rises into view.]

Tony: Hi, Spider-Man. Band practice, was it?

[Hovering outside, he holds up one half of the boat. Drones arrive and attach themselves to the other half. Thrusters propel the two halves of the ferry forward and join them together.]

[Iron Man looks at Peter through the window, then flies off.]

Man: Yeah, Iron Man!

[Peter swings into the cargo hold, where Iron Man is welding the ferry back together.]

Peter: Uh, Mr. Stark? Hey, Mr. Stark. Could I do anything? What do you want me to do?

Tony: I think you’ve done enough.

[Iron Man flies away. Peter climbs to the top platform of a mast and looks around. Smoke is pouring out from the massive vessel. Rescue boats and helicopters approach from all directions.]


[Schultz is walking toward Vulture in the warehouse when he speaks out:]

Toomes: So that’s it, you’re just gonna run?

Schultz: Feds were waiting for us. Now we’re on Iron Man’s radar? Yeah, I’m running. You should, too.

Toomes: You know I can’t do that.

Schultz: So now what?

Toomes: Mason, can you get that high-altitude seal thing up and running in time?

Mason: Seriously? Yes. You will not regret this.

Toomes: (to Schultz) You in?

[Schultz smiles faintly and lifts his eyebrows.]


[Helicopters are still flying around the ferry. Peter is perching on the edge of a building, sans mask, when Iron Man flies over to him.]

Tony: Previously on Peter Screws the Pooch: I tell you to stay away from this. Instead, you hacked a multimillion-dollar suit so you could sneak around behind my back doing the one thing I told you not to do.

Peter: Is everyone okay?

Tony: No thanks to you.

Peter: No thanks to me?

[Angered, Peter jumps off the edge and approaches Tony.]

Peter: Those weapons were out there, and I tried to tell you about it. But you didn’t listen. None of this would’ve happened if you had just listened to me. If you even cared, you’d actually be here.

[The Iron Man suit opens, revealing Tony inside. He steps down from the suit and marches toward Peter, who backs off.]

Tony: I did listen, kid. Who do you think called the FBI, huh? Do you know that I was the only one who believed in you? Everyone else said I was crazy to recruit a 14-year-old kid.

Peter: I’m fifteen.

Tony: No, this is where you zip it, all right? The adult is talking. What if somebody had died tonight? Different story, right? ‘Cause that’s on you. And if you died, I feel like that’s on me. I don’t need that on my conscience.

Peter: Yes, sir.

Tony: Yes.

Peter: I, I’m sorry.

Tony: Sorry doesn’t cut it.

Peter: I understand. I just wanted to be like you.

Tony: And I wanted you to be better. Okay, it’s not working out. I’m gonna need the suit back.

Peter: For how long?

Tony: Forever.

[Peter shakes his head with a shocked expression.]

Tony: Yeah. Yeah, that’s how it works.

Peter: No, no, no... Please, please, please...

Tony: Let’s have it.

Peter: You don’t understand. Please. This is all I have. I’m nothing without this suit.

Tony: If you’re nothing without this suit, then you shouldn’t have it. Okay? God, I sound like my dad.

Peter: I don’t have any other clothes.

Tony: Okay, we’ll sort that out.


[Peter walks down the hallway of his apartment wearing pink Hello Kitty pajamas and an oversized NYC tourist T-shirt. He knocks on a door, which May answers.]

Peter: (whispers) Hey.

[May inhales deeply and storms inside.]

May: I’ve been calling you all day. You didn’t answer your phone. You can’t do that. Then this ferry thing happens. I’ve called five police stations.

[Peter walks to May and stands behind her.]

May: Five. I called five of your friends.

Peter: I’m fine.

May: I called Ned’s mother.

Peter: May, I’m okay. Honestly. Just relax. I’m fine.

[May stands and faces Peter.]

May: You. Cut the bullshit. I know you left detention. I know you left the hotel room in Washington. I know you sneak out of this house every night. That’s not fine. Peter, you have to tell me what’s going on. Just lay it out. It’s just me and you.

[A beat, then Peter’s eyes fill up with tears.]

Peter: I lost the Stark internship.

May: What?

Peter: Yeah.

May: What happened?

Peter: I just thought that I could work really hard and he could, he would, you know. But I screwed it up.

[Peter sits down on the sofa next to him. May hugs him and strokes him.]

May: Oh... It’s okay, it’s okay. It’s okay.

Peter: I’m sorry I made you worry.

May: You know I’m not trying to ruin your life.

Peter: Yeah, I know.

May: Just... I used to sneak out too.

Peter: Yeah.

[May scowls, then leans in to sniff Peter’s hair.]

May: And take a shower. You smell. You smell like garbage.

Peter: I know.


[Through a window, we see Peter facing Principal Morita.]

Principal Morita: Peter, you’re a good kid and you’re a smart kid. So just try to keep your head straight, okay?

Peter: Okay.

Principal Morita: All right. Get out of here.

[Peter takes his bag, exits the principal’s office. Ned is waiting for him in the hallway.]

Ned: Are you expelled? Do you have to go to that high school on 46th where the principal has a crossbow?

Peter: Pretty sure that’s an urban myth, and no, I’m not expelled.

Ned: You’re so lucky.

[They walk down the corridor. Tilt up to find a homecoming banner hanging from the ceiling.]


[Peter is resting his head on the desk at detention. He turns to find Michelle holding up a sketch of him with a sad expression.]


[We are now in Spanish class. The clock is ticking. A hand holding a blue pen shoots into frame. It’s Peter.]

Peter: Me gusta hacer la tarea. (I like doing homework.)

Spanish Teacher: Muy bueno, señor Parker. (Very good, Mr. Parker.)


[Peter and Ned finish building the Lego Death Star in the orchestra practice room. Ned hands Peter the Palpatine figure, which Peter places on the top. They do a secret handshake.]


[School bell rings. Peter walks out into an empty hallway and sees Liz.]

Peter: Hey.

Liz: Hey.

Peter: I thought you had calculus fifth period.

Liz: Yeah, I was just doing some homecoming stuff.

[Peter approaches Liz.]

Peter: Hey, look, I, uh... I just wanted to apologize about the whole Decathlon thing. I really-

Liz: It’s fine. Last week, Decathlon was the most important thing, but then I almost died.

Peter: No, I, I just mean that... it was not cool, especially... (sighs) ...because... I like you.

Liz: I know.

[Peter stares at her, shocked.]

Peter: You do?

Liz: You’re terrible at keeping secrets.

Peter: (smiles) Yeah, you’d be surprised.

[An awkward moment. They look at each other.]

Peter: I got to get to class, but, um, I’d say we should hang out, but I’m gonna be in detention for...

Liz: Uh-huh.

Peter: ...ever, but, um, I guess you already have a date to homecoming.

Liz: Actually, I was so busy planning it I never really got around to that part, so...

[Liz shakes her head.]

Peter: Uh, do you want to go with me?

Liz: (smiles) Yeah. Sure.

Peter: Really? I mean, uh, great. Cool.

Liz: Cool.

Peter: I’m actually going that way.

[Carrying the hall pass, Peter walks past Liz. We see her turning to watch him go in the background. A huge grin breaks across Peter’s face.]


[In his apartment, Peter slides into the kitchen with a frenzied look.]

Peter: May, I need your help.

[May stares at him with a surprised expression. Peter picks out a dress shirt and tie, polishes his shoes, shakes his head in front of a mirror. May prepares a pink ribbon corsage for him. Peter sprays a perfume in the air to test it, then grimaces at the scent. May and Peter watch a YouTube video on how to tie a Windsor knot. Peter turns to May with a surprisingly passable Windsor knot; overlooking his lopsided shirt collar, that is.]

May: Right?

[Peter is now fully dressed in a suit. May teaches him how to dance, then straightens his clothes.]


[May’s car comes to a stop in front of Liz’s house.]

May: It’s game day. So, what’s the plan?

Peter: Open the door for her.

May: Mm-hmm.

Peter: Tell her she looks nice, but not too much because that’s creepy.

May: Don’t be creepy.

Peter: No. And, uh, when I dance with her, I’m putting my hands on her hips. I got this.

[Peter gets out of the car and leans into the car window.]

Peter: Love you.

May: Bye.

[Peter walks up to the front door, pink corsage in hand, then rings the doorbell. He waits with a nervous look for the door to open. With Toomes on the other side. Peter’s smile fades and he freezes. Toomes grins at him.]

Toomes: You must be Peter.

Peter: Yeah.

Toomes: I’m Liz’s dad. Put her there.

[They shake hands.]

Toomes: Hell of a grip. Come on in here. Come on.

[Toomes drags Peter inside and closes the door. Peter follows Toomes towards the kitchen. Suddenly:]

Doris: Hi, Peter. You look very handsome.

Peter: Thank you.

Doris: (whispers) You got his name right?

Toomes: Freddie?

Doris: Peter.

Toomes: Peter, Peter.

[Doris chuckles and shakes her head.]

Doris: I’m gonna go get Liz.

Peter: Okay.

[She walks out, leaving Peter with Toomes. Toomes starts to polish knives.]

Toomes: You all right, Pete?

Peter: Yeah.

Toomes: Because you look pale. You want something to drink? Like a bourbon or a scotch, or something like that?

Peter: I’m not old enough to drink.

Toomes: That’s the right answer.

[Toomes’ eyes widen as he sees his daughter dressed in a beautiful red dress.]

Toomes: Wow.

[Peter turns in order to see Liz.]

Toomes: Wow, wow, wow. Do you look beautiful.

Liz: Please don’t embarrass me, Dad.

Toomes: Doesn’t she, Pete?

[Liz moves to stand next to Peter.]

Peter: Yeah, you look really good.

Toomes: Once again, that’s the right answer.

Liz: Is that a corsage?

[Staring at Toomes, Peter abruptly hands the corsage to Liz.]

Liz: Thanks.

Toomes: Well, hey, I’m your chauffeur, so, uh, let’s get this show on the road.

Doris: No, no, no, no, we have to take some pictures, babe. All right. Oh, right here. Perfect.

Liz: Mom.

Doris: Okay. Come on, you guys. Peter, closer.

[Peter stands beside Liz.]

Doris: Smile. There you go.

[Liz’s mother takes some more snaps. Peter puts on a tense grin for the photo, his eyes still glued on Toomes.]

Peter: Sir, you don’t have to drive us.

Toomes: No, no, it’s not a big deal. I’m going out of town. It’s right on my way.

[Liz goes to her mother to check the photos.]

Doris: He’s always coming and going.

Toomes: Last time.

Doris: Have fun.

[Doris hugs her daughter.]

Liz: Thank you.

Toomes: Promise.

Doris: (whispers) He’s cute.

Liz: Shh.

Toomes: See you in a couple of days.

Doris: Bye, baby.

Toomes: All right.

[Doris and Adrian Toomes kiss each other.]

Toomes: Come on, Pedro.

Doris: Bye, Peter. Have fun.

Peter: Yeah, I will.


[Toomes is driving. Liz looks at herself through her phone camera, wearing the corsage Peter gave her, while Peter stares out the window.]

Toomes: What are you gonna do, Pete?

Peter: What?

Toomes: When you graduate, what do you think you’re gonna do?

Peter: Oh, um, I don’t know.

Liz: Don’t grill him, Dad.

Toomes: Just saying, you know. All you guys who go to that school, you pretty much have your life planned out, right?

Peter: Yeah, no, I’m just a sophomore.

Liz: Peter has an internship with Tony Stark. So I think he doesn’t have to worry.

Toomes: Really?

Liz: Mm-hmm.

Toomes: Stark?

Liz: So cool.

Toomes: What do you do?

Peter: Yeah, actually, I don’t intern for him anymore.

[Liz turns to Peter, frowning.]

Liz: Seriously?

Peter: Yeah, it got, um... boring.

Liz: It was boring? You got to hang out with Spider-Man.

Toomes: Really? Spider-Man? Wow. What’s he like?

Peter: Yeah, he’s nice. Nice man. Solid dude.

Toomes: Hmm.

[Liz shows Peter her phone.]

Liz: Look, so cute.

Peter: Aww...

[Toomes keeps stealing glances at Peter.]

Toomes: I’ve seen you around, right? I mean... Somewhere. We’ve, uh, have we ever? Because even the voice...

Liz: Um, he does Academic Decathlon with me.

Toomes: Oh.

Liz: And he was at my party.

Toomes: Ah.

Peter: It was a great party, really great, yeah. Beautiful house, a lot of windows.

[Peter and Liz smile at each other.]

Liz: You were there for, like, two seconds.

Peter: That was... I was there longer than two seconds.

Liz: You disappeared.

Peter: No, no. I did not disappear.

Liz: Yes, you did. You disappeared like you always do. Like you did in D.C., too.

[Toomes glances at Peter suspiciously. He stops at an intersection.]

Toomes: That’s terrible, what happened down there in D.C., though. Were you scared?

[Peter nods tersely.]

Toomes: I’ll bet you were glad when your old pal Spider-Man showed up in the elevator, though, huh?

[Peter glances at Liz, then:]

Peter: Yeah, well, I actually didn’t go up. I saw it all from the ground.

Liz: Yeah.

[Toomes stares at Peter through the rearview mirror.]

Peter: Very lucky that he was there that day.

Toomes: (grins) Good old Spider-Man.

[The traffic light turns green. Car honks blare behind them.]

Liz: Dad, the light.

[Toomes continues driving and arrives at Midtown High. Outside, well-dressed teenagers are walking to the entrance decorated with colorful balloons.]

Toomes: Here we are. End of the line.

Liz: Thanks, Dad.

Toomes: You head in there, gumdrop. I’m gonna give Peter the, uh, the “dad talk.”

Liz: (to Peter) Don’t let him intimidate you.

[Liz kisses her dad on the cheek.]

Liz: Love you.

Toomes: Love you, gumdrop.

Liz: Have a safe flight.

[Liz gets out of the car and joins her friends.]

Liz: Hi! You guys look so pretty.

[Toomes turns to Peter with a gun.]

Toomes: Does she know?

Peter: Know what?

Toomes: So she doesn’t. Good. Close to the vest. I admire that. I’ve got a few secrets of my own. Of all the reasons I didn’t want my daughter to date...

[Toomes cracks a grin and shrugs, but Peter does not say anything.]

Toomes: Peter, nothing is more important than family. You saved my daughter’s life. I could never forget something like that. So I’m gonna give you one chance. Are you ready? You walk through those doors, you forget any of this happened. And don’t you ever, ever interfere with my business again. Because if you do, I’ll kill you and everybody you love. I’ll kill you dead. That’s what I’ll do to protect my family. Do you understand?

[Peter nods, unable to meet Toomes’ eyes.]

Toomes: Hey. I just saved your life. Now, what do you say?

[Peter raises his head and looks straight at Toomes.]

Peter: Thank you.

Toomes: You’re welcome. Now, you go in there and you show my daughter a good time, okay? Just not too good.

[Peter gets out of the car with a tense expression on his face. Toomes drives off. Peter enters the school.]

[Peter walks down the hallway, all sounds muffled as if underwater. He stops and watches his friends through the glass doors. Party in full swing. Spotting him, Ned waves and Michelle gives Peter the finger. A beat, then Peter pulls open the door. Pop music and chattering instantly fills Peter’s ears. Liz is dancing with some of her friends. She turns to Peter when he approaches.]

Liz: Hey. What did he say to you?

[Peter just stares at Liz with an anxious look. Liz realizes that something is off.]

Peter: Gotta go. I’m, I’m sorry. You don’t deserve this.

[Peter hurries away, leaving Liz in the middle of the dance floor. Michelle watches him go, craning her neck.]

[Peter rushes out through the hallway and unties his tie. He lifts a row of lockers with one hand, picks up his homemade Spider-Man suit from under it.]


[Now clad in his homemade Spider-Man suit, Peter exits the school. As he is about to round a school bus, someone shocks him from behind.]

Schultz: He gave you a choice. You chose wrong.

Peter: Ah, what the hell?

Schultz: What’s with the crappy costume?

[The Shocker prepares his gauntlet for another shot. Peter searches for his web-shooter, which has fallen from the impact and is lying on the ground.]

Peter: My web-shooters...

[Peter runs to the web-shooter, but Schultz hits a school bus to attack Peter, then kicks the web-shooter away.]

Schultz: I wasn’t sure about this thing at first, but damn.

[Schultz hits Peter with the weapon, throwing him inside the bus. Peter spots chewed gums under a seat.]

Peter: Ugh. Gross.

[Schultz punches the bus into the air. Peter tumbles as the vehicle lands upside down on the ground. Opening the door, Peter falls out. He slowly crawls to his web-shooter.]

Peter: Why did he send you here?

Schultz: Guess you’ll never know.

[Suddenly, a strand of web attaches itself to the Shocker gauntlet. Reveal Ned holding the web-shooter.]

Peter: Nice shot!

[Peter pulls the web-shooter to himself and traps Schultz against the school bus with a web blast.]

Peter: Yes! Ned, the guy with the wings is Liz’s dad.

Ned: What?

Peter: I know. I gotta tell Mr. Stark. Call Happy Hogan. He’s Mr. Stark’s head of security. And, uh, get a computer to track my phone for me.

Ned: Are you gonna be okay?

[Peter jumps up onto a streetlight.]

Peter: Hurry, we gotta catch him before he leaves town.

[Ned hurries toward the school building as Peter swings away.]


[Flash is driving his annoyed date to the homecoming dance.]

Flash: I’m sorry about dinner, but I know when branzino’s fresh, and that was not fresh, okay? So...

[Flash screams as Peter lands on the bonnet of his car.]

Peter: (in a gravelly voice) Flash, I need your car and your phone.

Flash: Uh, sir, technically, this is my dad’s car, sir. So I can’t...

[Flash watches the Spider-Man drive away in his car and hit a row of bikes. He whimpers.]


[Peter makes a call to Ned while driving precariously. Ned takes it in the library, between rows of computers.]

Peter: (in a normal voice) Hello, Ned? Hey, hey, hey, hey, can you hear me?

Ned: Go for Ned.

Peter: Ned, I need you to track my phone for me.

Ned: Yeah, but where is it?

[Peter's phone lights up in the backseat of Toomes’ car. Toomes is unaware. Ned tracks the signal.]

Ned: Genius move. Okay, he just passed the GameStop on Jackson Avenue.

Peter: Hey, where are the headlights on this thing? I’m in Flash’s car.

[Ned rolls his chair to another computer.]

Ned: I’ll pull the specs.

Peter: Okay, you’re on speakerphone.

Ned: You stole Flash’s car. Awesome.

Peter: Yeah, it’s awesome. It’s awe... Whoa!

[Peter nearly crashes into other cars.]

Peter: Get out of the way, get out of the way! Move! Move!

Ned: Peter, are you okay?

Peter: I’ve never really driven before. Only with May in parking lots. This is a huge step up...

[A car nearly hits Peter, who screams.]

Peter: Hey, have you gotten through to Happy yet?

Ned: Yeah. I’m working on it. I just gotta backdoor the phone system.

[Ned rapidly types, then twirls in his chair.]

Ned: Guy in the chair.


[Toomes checks his watch and heads to an old Brooklyn factory warehouse.]


[Happy pops up on Ned’s computer screen.]

Happy: Takeoff in nine minutes. (to Ned) Hello? Hello? Who is this?

Ned: Uh... Mr. Happy, it’s Ned.

Happy: Who?

Ned: I’m an associate of Peter Parker. Got something very important to tell you-

Happy: You gotta be shitting me.

[Happy’s screen goes off.]

Ned: Damn.


Peter: Hey, Ned, how we coming on with those headlights?

Ned: Uh... Round knob to the left of the steering wheel, turn clockwise.

Peter: Left. Okay. Okay, perfect. So where’s my phone now?

Ned: Um... He stopped in an old industrial park in Brooklyn.

Peter: What? That makes no sense. I thought he said he was going out of town!

[The car is a literal hazard as it drives down the road.]

Ned: Weird. Oh, I reached Mr. Happy. Don’t think he likes you, by the way. It sounded like he was catching a flight. He said something about taking off in nine minutes.

Peter: What?

Ned: He was surrounded by a bunch of boxes.

Peter: Boxes? It’s moving day. It’s moving day! It’s moving day! He’s gonna rob that plane! I gotta stop him!


[Inside Avengers Tower, Happy is talking on the phone, checking Tony’s belongings.]

Happy: All right, wheels up in eight minutes. We just got to load Tony’s old Hulkbuster armor, prototype for Cap’s new shield, and the Meging... the Meg... the... Thor’s magic belt.


[Peter drives down an empty road at a high speed.]

Ned: Okay, slow down. You’re getting close. It’s on your right.

Peter: What?

Ned: Turn right! Turn right!

[Peter shoots his web to make a sharp turn. The car crashes into a streetlight and is almost overturned. It slides down the road on its side, then finally screeches to a stop.]

Ned: Peter, are you okay?

Peter: Yeah. Just keep trying to get through to Happy.

[Peter jumps out of the car.]


Ned: It’s been an honor, Spider-Man.

[Suddenly, the lights come on. Reveal Ms. Warren standing behind Ned.]

Ms. Warren: What are you doing here? There’s a dance.

Ned: Uh...

[Ned hurriedly closes his laptop.]

Ned: (awkwardly) I’m... looking... at... porn.


[We see a small window in the ceiling open. Peter hangs from his web and slowly descends into the building. The room is filled with computers and gadgets. Monitors showing Avengers Tower and the blueprint of Stark’s plane. Peter spots Vulture’s wing suit and goes deeper inside.]

Peter: Hey! Surprised?

Toomes: Oh, hey, Pete. I didn’t hear you come in.

Peter: It’s over. I’ve got you.

Toomes: You know, I gotta tell you, Pete, I really, really admire your grit. I see why Liz likes you. I do. When you first came to the house, I wasn’t sure. I thought, “Really?” But I get it now.

Peter: How could you do this to her?

Toomes: To her? I’m not doing anything to her, Pete. I’m doing this for her.

Peter: Huh, yeah.

[Peter shoots his web and glues Vulture’s left hand against the desk.]

Toomes: (sighs) Peter, you’re young. You don’t understand how the world works.

Peter: Yeah, but I understand that selling weapons to criminals is wrong.

Toomes: How do you think your buddy Stark paid for that tower? Or any of his little toys? Those people, Pete, those people up there, the rich and the powerful, they do whatever they want. Guys like us, like you and me, they don’t care about us. We build their roads and we fight all their wars and everything, but they don’t care about us. We have to pick up after ‘em. We have to eat their table scraps. That’s how it is. I know you know what I’m talking about, Peter.

Peter: Why are you telling me this?

Toomes: Because I want you to understand. And... I needed a little time to get her airborne.

[Vulture takes a folding knife out of his pocket. Vulture’s wing suit flies out from behind Peter’s back, which he avoids. In the confusion of the moment, Vulture cuts free from the web. The wing suit continues to attack Peter, but he avoids it with quick movements.]

Toomes: I’m sorry, Peter.

Peter: What are you talking about? That thing hasn’t even touched me yet.

Toomes: True. Then again, wasn’t really trying to.

[Peter realizes that the wing suit wasn’t attacking him; instead, it was chopping down the pillars. The building collapses, its wreckage raining down on Peter and burying him. Vulture picks up a walkie-talkie.]

Mason: Chief, they’re powering up engines.

Toomes: Okay.

Mason: Come on, come on, come on.

Toomes: Yeah, yeah.

[Vulture takes one last look of the pile of debris covering Peter, then walks away. He pauses to stare at the Avengers Tower. His wing suit attaches itself on his back.]


[The plane is about to take off from the Avengers Tower. Happy walks away from it.]


[We hear grunts and cries. Reveal Peter under the debris, still alive. He panics and takes off his mask.]

Peter: Oh, god. Okay, ready?

[He struggles to get up but fails.]

Peter: Hello! Hello! Please. Hey, hey, please. I’m down here. I’m down here. I’m stuck. I’m stuck. I can’t move. I can’t...

[Peter takes a moment to catch his breath and looks down at his reflection on a puddle. The Spider-Man mask in the puddle covers half the reflection, making it look as if Peter is wearing the Spider-Man mask on half his face.]

Tony: If you’re nothing without this suit, then you shouldn’t have it.

[Once again, Peter tries to push the debris off his back.]

Peter: Come on, Peter. Come on, Spider-Man. Come on, Spider-Man. Come on, Spider-Man. Come on, Spider-Man!

[Peter finally frees himself from the debris and gets up amongst rubbles. He spots Vulture perching on top of a stripped billboard.]


[The plane takes off from Avengers Tower.]


[Mason is sitting in a control room.]

Mason: Launch for intercept. Green light. Green light.

Toomes: Oh, yeah.

[Vulture spreads his wings and prepares for takeoff. Peter shoots his web and swings onto the billboard, but narrowly misses Vulture, who flies away. Spider-Man shoots his web directly at Vulture.]

Tech: Retro-reflective panels engaged.

[The outer panels of the plane light up and mirror the New York City. Vulture goes after the plane.]

Toomes: Got a visual on the plane, feeling a little resistance.

Mason: It’s probably just a drag on the new turbines.

[Vulture checks behind him but misses Spider-Man, who is hanging from a web attached to his back.]

Peter: Ah! Whoa!

[As Vulture goes higher and higher up, the night view of New York City gets smaller and smaller under Peter’s feet.]

Mason: Look out for the cloaking cameras. Stay in the blind spots.

[Vulture flies to the bottom of the plane and holds on. Peter bumps into the plane a few times, but manages to grab onto it.]

Peter: Oh, my god! Oh, my god!

Mason: Deploy high-altitude vacuum seal.

Toomes: This better work, Mason.

[The wing suit wraps around Vulture like a shell.]

Mason: Trust me, boss. Even one of those boxes and we are set for life.

Toomes: Yeah.

[Vulture puts the matter phase shifter on the plane, creating a small rectangular window, and moves inside. Peter tries to follow Vulture, but loses his grip and almost falls off the plane.]

Peter: Hey! Ah! Whew.

Mason: You have thirty seconds to get to the cockpit and override their security.

[Vulture walks to the front and rips out the door. The cockpit is empty. Outside, we see a blown-up image of Spider-Man crawling down the plane. He must have been caught the cloaking cameras. He approaches the wing suit and tries to open it. Vulture connects a device to the plane.]

Toomes: Cloning transponder signal.

Mason: Launching decoy drone.

[A small drone is launched out from the wing suit, startling Peter.]

Toomes: Entering new coordinates.

[Vulture manipulates the cockpit dashboard, piloting the plane off track.]


[A computer monitor displays the flight course in Avengers Tower.]

Happy: Good, so it’s on its way?

Tech: Yes, sir, right on course.

Happy: Okay, thank you. All right.

[The tech takes the laptop and leaves the almost-empty room.]


[Peter is still struggling to open the wing suit. Inside the plane, Vulture finds the boxes and takes off his mask.]

Toomes: Hot dog.

[Vulture opens one box after another. Rows and rows of Chitauri guns, arc reactors, etc. He takes out an Iron Man mask and throws it on the floor. Peter kicks Vulture’s wing suit and pushes it aside a bit. The air pressure inside the cabin drops, activating the alarm. Vulture checks an external monitor and realizes that Peter has followed him. He growls in anger.]

[Vulture comes out and puts on his wing suit. Peter tries to hang onto the airplane.]

Peter: Just a typical homecoming on the outside of an invisible jet... Fighting my girlfriend’s dad.

[Vulture comes at him and takes out panels right above his head. Peter shoots his web at Vulture. Peter is now suspended in air, one hand holding onto the web sticking to the plane, another hand holding onto the web glued to Vulture. The webs snap off and Peter is sucked in towards the engines.]

Peter: Oh, god!

[He shoots his web to stop the propellers. Vulture, who was also dragged to the engines, escapes death, but his wing suit is a bit damaged. Hanging onto propeller blades laced with spiderweb, Peter sighs in relief.]

Peter: Whew. I can’t believe that worked.

[Suddenly, the propeller falls off. Peter avoids the crisis by holding onto the plane and kicking the propeller off his body. Vulture flies back and attacks Peter. Peter avoids them, but Vulture keeps coming at him. The impact sets one of the engines on fire. Peter clings onto the side of the engine with a thin strand of web.]

Mason: Chief, chief, they’re losing altitude. Get out of there.

Toomes: I’m not going home empty-handed.

[Vulture sets to break open the ceiling of the plane. Still hanging from the engine, Peter sees the plane flying straight at the city.]

Peter: Oh, my god.

[Peter shoots his web at the right wing of the plane and pulls on it to change the plane’s direction. On the streets, passersby watch the plane flying overhead. Vulture tears open the ceiling and holds a box in his claws.]

Mason: Get out of there! What are you doing?

[Peter continues to struggle with the plane.]

Peter: Please turn! Please turn!

[The plane narrowly misses crashing into the city and heads toward Coney Island. Instead of escaping, Vulture tries to hold onto a box.]


[Happy, sitting comfortably in a chair, jumps up. He looks out and sees Tony’s plane flying straight at Coney Island.]


[The plane hits a ride and crash-lands on the beach of Coney Island. Peter loses hold of the plane and rolls down the beach. Everything is consumed in smoke and flames. Peter slowly gets up and takes off his mask. His ears are ringing. He has just staggered up to his feet when, suddenly, Vulture flies toward him and attacks him. Sparks fly from Vulture’s wings; it is clear that he has suffered some serious damage, too.]

Toomes: Hey, Pedro.

[Vulture continues to attack Peter. Peter shoots his web, but misses and gets pinned to the ground like a bird of prey. He screams as Vulture grabs him tightly with his claws and rains down punches at him. When Peter grabs Vulture’s fist to prevent another blow, Vulture flies up and lets go of him. Peter avoids serious injury by shooting a strand of web and holding on to Vulture, but Vulture cuts it off and throws him to the ground. He then slams Peter into the ground a few times. Peter flips onto his back in a sluggish way, then looks up at Vulture, who picks him up by the hood of his Spider-Man costume. Vulture is holding Peter there, studying his limp body, when he spots a crate.]

Toomes: Bingo.

[Vulture lets go of Peter, takes his goggles off, and grabs the crateful of arc reactors. Sparks rain down from his wing suit when he tries to lift the crate, but Vulture does not stop.]

Peter: Your wing suit. Your wing suit’s gonna explode!

[Lifting his weary arm, Peter shoots a strand of web at the crate and pulls with all his might. A tug of war ensues.]

Toomes: Time to go home, Pete.

Peter: I’m trying to save you!

[Vulture cuts the web with his wing and tries to fly off. Peter presses the button on his web shooter, but it doesn’t work. He looks up to see the wing suit failing and covers his head. Vulture drops to the ground along with his wing suit. An explosion consumes him.]

Peter: No.

[Peter struggles up and runs into the flames. He spots Toomes and tries to lift the wing suit off him, but screams as he makes contact with hot metal. However, he doesn’t give up. He picks the wing suit up, finds Toomes, and carries him away from the flames. Peter lays Toomes down on the beach. Wheezing and coughing from the smoke, Toomes looks up at Peter, who returns his gaze.]


[The flames have died out a little. A search party is scouring the beach. Happy finds Vulture tied to a pile of crates with spiderweb. A note is attached beside him: “FOUND FLYING VULTURE GUY. SPIDER-MAN. P.S. SORRY ABOUT YOUR PLANE.” Happy raises his head and looks around as if searching for someone.]

[Fire engines pass by the Cyclone. Peter is sitting on top of it. He closes his eyes, wounded and weary.]


[Midtown High. Students are taking down a homecoming banner. Below it, Ned and Peter walk down the corridor.]

Ned: It looked so insane. That whole... Like, it was just crazy. He, he was just like, “Zzzz,” and you were like, “Ah!”

Peter: Shh.

Ned: And then I just hit him with the “pew.” It was so, oh, my god.

Peter: You saved me. It was awesome.

[Peter spots Liz at the end of the corridor. Her mom is walking beside her with a box full of her belongings. Betty runs to Liz and hugs her. Peter runs toward them.]

Peter: Hey, Liz!

Betty: I’m gonna miss you.

Liz: Bye.

Peter: Liz.

[Liz waits for Peter, wiping tears off her face.]

Peter: Liz, look. I’m so sorry.

Liz: You say that a lot. What are you sorry for this time?

[When Peter fails to answer:]

Liz: The dance? That was a pretty crappy thing to do.

Peter: Well, yeah, but I... I mean, your dad... I can’t imagine what you’re going through. If there’s anything I can do to help...

Liz: (fighting tears) I guess we’re moving to Oregon. Mom says it’s nice there, so that’s cool. Anyways, Dad doesn’t want us here during the trial, so...

Peter: Liz, I... I...

Liz: Bye, Peter. Whatever’s going on with you, I hope you figure it out.

[Liz leaves the school with her mother. Peter watches her go.]


[In the library, Mr. Harrington brings the Decathlon trophy to a table of students.]

Mr. Harrington: Congratulations, Decathlon national champions.

Decathlon Team: (clapping) Yeah!

Mr. Harrington: I’m gonna have to put this back in the trophy case soon, but just for motivation right now at this practice. I’m a little ahead of the game, but we will need a new team captain next year. So I’m appointing Michelle.

[The students turn to Michelle and clap.]

Decathlon Team: Yeah!

Michelle: Uh, thank you. My friends call me M.J.

Ned: I thought you didn’t have any friends.

Michelle: I didn’t.

[Peter’s cell phone vibrates. He picks the broken phone up and reads a message from an unknown number: “Go to the bathroom.”]

Peter: I... I gotta go.

Michelle: Hey, where you going?

[Peter freezes as he thinks of an excuse. Michelle stares at him, eyes filled with suspicion.]

Michelle: What are you hiding, Peter?

[Peter’s lips open, but no sound comes out. Suddenly, a grin breaks out on Michelle’s face.]

Michelle: I’m just kidding. I don’t care. Bye. (to Decathlon team) All right, so we should run some drills.

Ned: Yeah.

[Michelle watches with curious eyes as Peter stands to leave.]


[Peter rounds the corner and finds Happy waiting for him in the bathroom.]

Peter: Hey, Happy. What, uh... What are you doing here?

Happy: I really owe you one. I don’t know what I would do without this job. I mean, before I met Tony-

[A toilet flushes and cuts him off. They awkwardly stand there as Tiny McKeever comes out, washes his hands, wipes them, and leaves the bathroom, throwing a long, confused glance at them. Finally:]

Peter: So, uh, how long you been here?

Happy: Long enough to be awkward. Boss wants to see you.

Peter: (whispers) Is he here too?

Happy: In the toilet? No, he’s upstate.

Peter: Upstate? Like, upstate-upstate?

Happy: Yeah, let’s go.


[Inside Happy's car. Dashboard display says: “You may take your hands off the steering wheel.”]

Happy: Take a look. It’s pretty impressive, huh?

[Outside the window, we see the New Avengers Facility.]

Happy: They just finished remodeling the whole thing.

[Peter studies the facility with an awed expression. We see the reflection of a Quinjet taking off.]


[Inside the compound, Peter watches a Quinjet fly off with a huge grin.]

Happy: You don’t see that every day.

[Tony approaches them.]

Tony: Oh, there they are. How was the ride up?

Happy: Good.

Tony: Give me a minute with the kid.

Happy: Seriously?

Tony: Yeah. I gotta talk to the kid.

Happy: I’ll be close behind.

Tony: How about a loose follow? All right? Boundaries are good.

[Tony playfully punches Peter in the shoulder, then puts an arm around him.]

Tony: Sorry I took your suit. I mean, you had it coming. Actually, it turns out it was the perfect sort of tough-love moment that you needed, right? To urge you on, right? Wouldn’t you think? Don’t you think?

Peter: Yeah, yeah, I guess.

Tony: Let’s just say it was.

[Tony sighs and continues leading Peter towards a door.]

Peter: Mr. Stark, I really-

Tony: You screwed the pooch hard. Big time. But then you did the right thing. Took the dog to the free clinic, you raised the hybrid puppies... All right, not my best analogy. (beat) I was wrong about you. I think, with a little more mentoring, you could be a real asset to the team.

Peter: To the... To the team?

Tony: Yeah. Anyway... (points at a door) There’s about fifty reporters behind that door. Real ones, not bloggers.

[He presses some buttons on his watch and a secret compartment in the wall opens, revealing a brand new Spider-Man suit, the Iron Spider Armor.]

Tony: When you’re ready... Why don’t you try that on? And I’ll introduce the world to the newest official member of the Avengers: Spider-Man.

Peter: I...

[Peter chuckles, amazed.]

Tony: Yeah. Give that a look.

[Peter continues to admire the Iron Spider Armor.]

Tony: So, after the press conference, Happy will show you to your room, your new quarters. (to Happy) Where’s he between? He’s next to Vision?

Happy: Yeah, Vision’s not big on doors.

Tony: It’s fun.

Happy: Or walls.

Tony: (to Peter) You’ll fit right in.

[Peter hesitates for a moment, then turns to Tony.]

Peter: Thank you, Mr. Stark. But I’m good.

Tony: You’re good? Good? How are you good?

Peter: Well, I mean, I’m... I’d rather just stay on the ground for a little while. Friendly neighborhood Spider-Man. Somebody’s got to look out for the little guy, right?

[Tony takes off his sunglasses and stares into Peter’s eyes.]

Tony: You turning me down? You better think about this. (pointing at the new Spider-Man suit) Look at that. Look at me. Last chance, yes or no?

Peter: No.

Tony: Okay. It’s kind of a Springsteen-y, working class hero vibe that I dig. Uh, Happy will take you home. Yeah?

Happy: Yeah. (to Peter) Mind waiting in the car? I need a minute.

Peter: Thank you, Mr. Stark.

Tony: Yes, Mr. Parker. Very well.

[Tony and Peter shake hands.]

Peter: See you around.

Tony: Okay.

[Peter starts to leave with a spring in his step, but then slows to a stop and turns to Tony, who is putting the Iron Spider Armor away with a tap on his watch.]

Peter: That was a test, right? There’s, uh, nobody back there?

Tony: Yes, you passed. All right, skedaddle there, young buck.

Peter: Thank you, Mr. Stark. Thank you.

Tony: Yeah, thank you.

[Peter walks away.]

Happy: Told you he’s a good kid.

[Tony shrugs. A door behind him opens, revealing a room full of reporters. We can hear their excited murmurs. Pepper comes out with a somewhat frenzied, annoyed look when she realizes that Peter is not there.]

Pepper: Where’s the kid?

Happy: He left.

Pepper: Everybody’s waiting.

Tony: You know what? He actually made a really mature choice. It just surprised the heck out of us.

Pepper: Did you guys screw this up?

Tony: (points at Happy) He told the kid to go wait in the car.

Pepper: Are you kidding me? I have a room full of people in there waiting for some big announcement. What am I gonna tell them?

Tony: Think of something. How about, um... Hap, you still got that ring?

Happy: Do I... I, uh...

[Happy makes a show of patting his pockets to find the ring.]

Tony: The engagement ring?

Happy: Are you kidding? I’ve been carrying this since 2008.

[He holds up the engagement ring. Beat, then:]

Tony: Okay.

Pepper: I think I can think of something better than that.

Tony: Well, it would buy us a little time.

[Pepper kisses Tony with a smile on her lips.]

Tony: Like we need time.

Pepper: I can’t believe you have that thing in your pocket.

[She starts to walk back towards the conference room.]

Tony: Want me to get the door for you, hon?

Pepper: I got it.

[Tony quickly follows her, catching the ring that Happy throws to him.]


[Peter walks out of the facility. A smile blossoms on his face.]


Peter: Aunt May, did you do dinner already?

[Peter enters his apartment and throws his keys on a table. He stops when he finds a brown paper bag that says “This belongs to you. -TS” sitting on his bed. Taking out his earphones, Peter calls out:]

Peter: May?

[No answer. Peter gets into his Spider-Man suit, then pulls off the mask. Reveal May standing in the doorway behind him.]

May: What the fu...?


[Prison. Toomes walks through a cell block. Mac Gargan, the Scorpion, approaches.]

Gargan: Look who it is! What are the odds you and I’d end up in the same summer camp? Relax. This? (points at the scar on his forehead) It’s not on you. It’s on our, uh... little spider friend. I’ve got some boys on the outside who would love to meet him. You know, take a picture, slice his throat, put his head in a dryer. And I heard a rumor... you know who he is.

[Toomes smiles almost imperceptibly.]

Toomes: If I knew who he was, he’d already be dead.

[Gargan stares at him with one eye severely bloodshot.]

Guard: Toomes, your family’s here.

[Toomes walks away, smiling.]


An empty white screen. Captain America enters frame in his uniform.

Steve: Hi. I’m Captain America. Here to talk to you about one of the most valuable traits a soldier or student can have. Patience. Sometimes patience is the key to victory. Sometimes it leads to very little. It seems like it’s not worth it. And you wonder why you waited so long for something so disappointing.

[He uncomfortably glares at someone off-screen.]

Steve: How many more of these?

[Cut to black.]


Spider-Man will return

Community content is available under CC-BY-SA unless otherwise noted.