Marvel's Spider-Man: Miles Morales Full Transcript

[In the background of the events of the previous game, we hear the voice of Miles Morales.]

Miles: Up until about a year ago, my life was pretty normal. I lived in the greatest place ever - Brooklyn, represent! Had two cool parents. And loved all things science and superheroes. Everything changed, though, when my dad was killed in the City Hall bombing. I... I couldn't believe he was gone. But Peter Parker and his Aunt May, they were there for me. And so was Spider-Man... who I later found out was Pete. Crazy, right? Then when the Devil's Breath Crisis started, things got intense. Seemed like all of Spidey's villains were on the loose. I managed to do my part to help him out. And, after all that - believe it or not-a spider bit me and I started to... change. I didn't want to worry my mom, so I went to Pete. And now? We're officially Spider-Bros! He's been training me up and I'm actually getting pretty good with this whole web swinging thing... I'm still learning to juggle this responsibility with everything else in my life: school, friends, a new home - I moved to Harlem a few weeks back. But I'll tell ya - I can't wait to see what the future holds!

[After that, the game itself begins. Miles rides the subway.]

Subway P.A.: Now arriving: 125th street. Be advised: unscheduled service disruptions are affecting the Harlem line. This is the final train to Harlem today.

[After getting off the train, he receives a text message from his mother.]

Ma - I'm stuck at campaign HQ. Can you pick up groceries for dinner? I'll text a list.

Miles - Sure thing, Ma’.

Ma - Thank you!

Miles - 👍

[Miles walks out of the subway onto the street. He puts on his headphones and puts on some light, melodic music. Miles looks around and smiles. He clearly loves his home neighborhood and is glad to be back here. Miles walks past a tent campaigning to elect his mother, Rio, as the next mayor and sees a mover struggling to push a couch into a truck. Miles helps him.]

Neighbor: (Thanks, kid.)

Miles: (No problem.)

[Miles sees a huge drawing of Spider-Man on the wall.]

Miles: That is so cool! I got you -

[He helps and hands over a can of paint.]

Mural Painter: Hey thanks.

Miles: No problem. Hey uh, you think you're gonna add that new Spider-Man, too?

Mural Painter: The kid? Yeah. Maybe. Original's just... my guy, you know?

Miles: Yeah. I know. Hey, is Teo's Bodega around here?

Mural Painter: Yeah - bright yellow sign, down the block. Can't miss it.

Miles: Thanks. Beautiful work, by the way. Maybe leave a little room for the new guy-- just in case.

[Walking up to the store, Mile receives a text message from Peter.]

Pete - Convoy's leaving early

Miles: The convoy…

Pete - let's shake a leg!

[Miles hesitates for a moment not knowing what to do, then runs around the corner to change into his Spider-Man costume. One minute later he's flying over the rooftops of skyscrapers.]

HOLD INTO YOUR WEB-SHOOTERS

Miles: Woooohoooo! Let's GO!

[He calls Peter on the phone.]

Miles: Hey Pete - headed your way! Did I miss the convoy?

Spider-Man: Not yet - they're still securing a couple inmates.

Miles: Bet it feels good, seeing the guys who escaped last year going back to the Raft.

Spider-Man: Real good. The Raft's an eyesore, but it's secure, long as the octopus related flaws have been fixed…

Miles: Let's hope. OK - closin' in on you. Be there soon!

[He hangs up and calls his mother.]

Miles: Should let Mom know I'll be late.

Rio: Miles, (what's up?) Did you get the shopping list?

Miles: Hey Mom. Yeah. But, uh, the bodega was out of coconut milk. Gonna check a store downtown.

Rio: Oh thank you - but avoid Midtown! That prison convoy is making traffic a nightmare.

Miles: Oh yeah. Good call. See you at dinner, Mom! (hangs up) Man, how does Pete do this secret identity thing? Completely stresses me out.

[Miles flies a web to the tall skyscraper of Colexco.]

Miles: OK. Be cool. Helping Spider-Man protect a giant prison convoy. You can handle this. Breathe in. Breathe out. Be cool.

[He jumps onto the roof, clinging to a huge metal structure on it.]

Miles: Pete? You here?

Spider-Man: Just downin' some rocket fuel.

[Peter hangs casually from the same metal structure, sipping coffee through a raised mask.]

Miles: How are you... drinking?

Spider-Man: Very very carefully. OK: Go Time!

[A helicopter, carrying a huge iron box on metal cables, flies past them.]

Helicopter Pilot: (via radio) Helix 2 en route with heavy payload.

Police Officer: (via radio) Copy, Helix 2. We've got you on scope.

Miles: This is... a big operation.

Spider-Man: It's gotta be. Hundreds of felons escaped from the Raft last year. Now it's time to move 'em back in. Police aren't taking any chances. Especially not with our guest of honor.

Helicopter Pilot: (via radio) Getting a lot of interference here.

Miles: One of those guys who helped Doc Ock is in there?

Spider-Man: Think so. Could be Vulture, could be Scorpion... Could be... someone bigger. OK... We got a problem.

[One of the cables breaks.]

Spider-Man: Hold back, Miles, let me ta--

Miles: I got this Pete, don't worry -

Spider-Man: Miles no -

[Miles hops onto the crate and uses his web to reinforce the torn cable.]

Miles: It's secure!

Police Officer: You're drifting, Helix 2.

Spider-Man: Miles!

[Miles begins to drag in different directions.]

Helicopter Pilot: We have a weight imbalance.

Police Officer: Correct to two-three-six -

Helicopter Pilot: Rudder's unresponsive. Brace for impact!

Police Officer: Helix 2 is going down.

[The helicopter falls and the two Spider-Men try to save it with the help of their web.]

Helicopter Pilot: Brace brace brace - Helix 2 is down. No casualties. Payload compromised.

Police Officer: Response team dispatched. Sit tight, Helix 2.

Miles: Pete I'm so sorry man I... I didn't mean to --

Spider-Man: It's OK. We got this. Just need to contain it before --

[The fallen iron box begins to shake. A huge monster bursts out of it.]

Spider-Man: ...before that happens…

Rhino: Hello, tiny spiders.

[He runs at both Spider-Men. Peter jumps on his back and Miles jumps to the side. In his frenzied rage, Rhino accidentally breaks the truck carrying the prisoners.]

Spider-Man: Miles: I've got Rhino. But you have to contain the escapees.

Miles: Right. Contain. I'm on it.

[Miles begins to fight the prisoners.]

Miles: Pete's never gonna trust me on a mission like this again…

Prisoner: Nice work with the helicopter, kid. Real heroic stuff.

Miles: Hey guys, how about we call a time out, talk this through? Please? No? Alright then.

Spider-Man: How's it looking out there?

Miles: Good. Almost contained. Nearly almost contained…

Prisoner: Look out for his webbing!

Miles: Can't let Pete down. Need to get this under control.

Spider-Man: Rhino wait wait - Whoa hey! Great arm! You ever pitch? Seriously: you're triple A, easy. Whole new career, just waiting for you!

Miles: Man... he's too good…

Spider-Man: How're the streets, Spider-Man?

Miles: Honestly? Kinda terrifying.

Spider-Man: Christmas in New York. Love this town.

Prisoner: Never seen the big guy up close like this - freakin nuts!

Prisoner: He's a work'a art, alright.

Miles: Not the phrase I'd use…

Spider-Man: Aleksei - favorite holiday music - nothing post-1965: go! Love that one. Mine's - line's Fa la la la la, la la la laaaaa!

Prisoner: Guy's a freakin' acrobat!

Miles: Wow. Just wow.

[The prisoners who remained on their feet run to the truck.]

Prisoner: I got the keys, let's move!

Prisoner: Hurry up, we gotta get out of here!

Spider-Man: Miles... I'm gonna need a hand up here - you free? Your holiday spirit's a little overzealous this year, Aleksei.

[Peter continues to ride Rhino. Miles rescues some kid who happened to get in the way of an angry Russian man in mechanical armor.]

Miles: Aw man... Hang on Pete, I'm comin’!

[Nearby, two police officers are sitting in a patrol car.]

Police Officer: You wanna grab take-out?

[They see Rhino running by.]

Police Officer: That's not good.

Miles: Oh-hey-sorry-happy-holidays! Uh, Pete: scale of 1 to 10, how we doin’?

Spider-Man: 10 for generating spectacle, 1 for minimizing destruction. Tomorrow's Bugle headline's gonna be a doozy.

Miles: Worst thing outta this is a bad headline, I'ma count us lucky... Oh crap crap - the Winter Bash! Pete, this is starting to feel real bad man.

Spider-Man: Don't think like that. We're going to stop him, as long as we work together. Speaking of, mind giving me a hand up here?

Miles: Yeah. Yeah! I got you. OK Pete - ah! I got this.

Spider-Man: Take it away, cowpoke!

Miles: Oh whoa whoa wait not the mall!

Rhino: Hang on tight, tiny spider.

Miles: Spider-Man hey, need a little help - whoa oh hey whoa whoa whoa!

Spider-Man: Comin' in hot! Got you! And you're safe. You too!

Miles: Do you have any non-destructive hobbies?

Rhino: Fly Fishing on the Valga.

Miles: That sounds... nice.

Rhino: The power over life and death…

Miles: Oh, baby! Less nice. Gotcha!

[He grabs a stroller that gets in the way and throws it aside.]

Mother: Thank you!

Miles: You're welcome!

[Without a second hesitation he shoots a web at the fleeing Rhino. After pulling it tight, he flies in his direction with a hard blow to the face.]

Miles: Don't! Scare! Babies!

[Together with Rhino, he flies to the first floor of the mall. Rhinoceros continues to run.]

Miles: Hey, uh, you know you're ruining Christmas, right?

Rhino: The last six Christmases I was locked behind 30 feet of steel. I intend to enjoy this one.

[He jumps on an artificial castle breaking through the wall to the second floor. There, an unsuspecting Jameson in a Santa Claus costume rehearses his speech.]

JJJ: "He's a MENACE"... Eh, too soft. "He's a LOW ENERGY menace"... Too easy... maybe: "He's a WEAK MINDED-" OHH!!

Miles: Hey Jonah, looking good!

Spider-Man: Very festive.

JJJ: JARED! HE WAS HERE! RIGHT HERE! RIGHT HERE JARED!

[Miles and Peter fly out of the mall with Rhino. Miles gets a call from his mother.]

Rio: (Son, where are you?) It's getting late.

Miles: Hey. Mom. Yeah. Coconut milk. Still trying to find it. Been kind of uhh... an adventure.

Rio: Are you... running?

Miles: Yeah, uh, sorry. Trying to catch a train.

Rio: (Hey now, don't be a liar.) Grab the milk, and hurry home, please.

Miles: (Yes, Mom. I love you.)

Rio: (I love you, too.)

[She hangs up.]

Spider-Man: Now or never Miles - We gotta stop him!

Miles: On my way!

Spider-Man: We gotta bring him down, fast.

Miles: Yeah. Yeah, what do we do?

Rhino: Let us raise temperature.

[He runs to the flammable gas storage tank.]

Spider-Man: Oh bad bad very bad...!

[There is a powerful explosion. Miles is thrown several dozen meters away.]

Miles: Pete, are you OK?

[He sees that all the houses in the area are exploding one by one.]

Miles: Oh no. Oh no no no -

Spider-Man: I'm okay. I've got him. Headed your way. Be ready.

Miles: Okay. Yeah. Might, uh, need a minute.

[He notices a police truck pulling up with the prisoners.]

Prisoner: You're a dead man.

Miles: Tip for the police: maybe don't bring RPGs to the prison convoy, next time. Maybe don't bring RPGs anywhere…

Spider-Man: [big crash] That the... best you got, Aleksei? ...OK. That was pretty good.

Police Officer: Get outta here Spider-Man, you're making things worse!

Miles: Man, I'm trying to help you!

Police Officer: Focus fire on the platform!

Miles: More guys up top…

Prisoner: He's movin’ fast - don't lose him!

Prisoner: RAAHH… rush him!!

Prisoner: I'm not going back inside.

Miles: Pete: it's getting hairy out here. Police and escapees are shooting it out.

Spider-Man: Back up the police. I can hold out... a little longer…

Prisoner: He's in the air - get him!

Miles: Pete's counting on me. I gotta stop these guys.

Prisoner: Say goodbye!

Miles: They're all over that bridge!

Rhino: [yelling/fighting] Tired, Spider?

Spider-Man: Just need a quick NAAAAAAP!

Miles: Pete can't lose! He never loses...

Prisoner: Pain train, pullin' in!

Rhino: [slamming Spider-Man into the ground]

Spider-Man: Miles… need your-

Miles: Pete? Pete! Hang on man, hang on!

[He quickly defeats the remaining prisoners and runs after Peter. When he flies to the place where Peter fought with Rhino, he finds no one.]

Miles: Spider-Man, you good?

[In response to his question, Peter flies in his direction breaking through the wall.]

Miles: Pete... Pete! Pete, wake up.

[Rhino walks slowly in his direction.]

Miles: Wake up, wake up, man! Wake up, man!

Rhino: This Spider-Man is broken. I would like to exchange for new one. Ah. This one will do.

Spider-Man: Miles... get out of here…

[Miles, however, is not going to run away. Instead, he charges his fists with electricity.]

Miles: Bro. Back. The Hell. OFF!

[He punches Rhino in the face, knocking him out, but Rhino quickly recovers. Miles discovers his new Venom Punch ability.]

Miles: What... was that?

[The battle with Rhino continues. Thanks to his new ability, Miles fights the giant on equal footing.]

Miles: How'm I even doing this? Electrocytes? Some kind of field induction?

Rhino: You survive while your mentor perishes. How unexpected.

Miles: And you're using words longer than "CRUSH" and "SMASH." VERY unexpected. You're not gonna keep pushing people around, Aleksei! I'm not gonna let you hurt anyone else.

Rhino: I am excited to see you try, small one. Two Spiders, squashed at once. Like poem…

[He still manages to overpower Miles. Rhino punches through the wall with his body and the fighters end up in a factory.]

Miles: Whoa hey whoa -

Rhino: Get... OFF!

Miles: Hey, in the future? Just do the time, man. No more breakouts. Please. Flattery's not gonna get you out of this, Aleksei. You've hurt a lot of people today, Aleksei. Too many. You know man, chasing you through the city, kinda felt like a wild, uh… What's the word? Wild GOOSE chase.

Rhino: Wild... goose? No. NO! I HATE CHASE OF GOOSE!

[Miles defeats Rhino and runs to Peter.]

Miles: You alive?

Spider-Man: Kinda.

[A Roxxon truck pulls up. Several soldiers with machine guns and a well-dressed man with blond hair get out.]

Simon Krieger: Guys. Wow. Just wow. Simon Krieger. Head of RED at Roxxon Energy. Pleasure to meet you.

Spider-Man: You too. Uh. Sorry - think our ball landed in your yard.

Simon Krieger: No, you actually did us a favor. We, uh, just bought the place. We're planning to tear it down for a build, but, uh, looks like you beat us to it. I wanted to thank you... ...both of you. Taking down Rhino... solo? You are going places, bud.

Miles: Thanks. But he - he's still dangerous -

Simon Krieger: You know, I always think these super troopers are overkill until… something like this happens. Oh, duty calls! Hey, uh, really great to meet you both - Haha. Future's looking bright!

Spider-Man: He's right. Let's clear out, let the police do their job.

Miles: Yeah... yeah OK.

[They fly away on a web and sit on a building nearby to rest and talk. They eat pizza and sit with their feet hanging off the edge of the roof and talk without masks.]

Spider-Man: Bio-electricity. Wow. Gotta be honest: little jealous.

Miles: Hey, look, I got nothin' on the OG. Think we should run tests tomorrow? A little voltage analysis?

Spider-Man: Ohh... Man. Yeah. Sorry, I've been meaning to tell you: I'm not gonna be around… for the next few weeks.

Miles: ...this some kinda Pete joke I don't get?

Spider-Man: No. MJ's headed overseas for the Bugle and requested me as her photographer. Kind of a working vacation for us.

Miles: Oh man. Look, I dunno if I'm ready to fly solo. I screwed up today big time with the helicopter.

Spider-Man: But then you delivered big time. You saved my bacon, Miles.

Miles: I got lucky...

Spider-Man: Hey, I did this gig for 8 years without back-up, and you better believe I screwed up LOTS of times. But that is how you learn.

[He hands Miles a box.]

Miles: What's this?

Spider-Man: Christmas present. But first, you gotta take the oath.

Miles: Oh. Um... OK.

Spider-Man: I promise to do everything in my power to protect this city.

Miles: I promise.

Spider-Man: That's it.

Miles: That oath a real thing?

Spider-Man: Totally. Definitely didn't just make it up. See you in a few weeks, Spider-Man. New York's ONLY Spider-Man.

[Peter flies away on the web. Miles gets to his feet trying to comprehend what Peter said.]

Miles: I'm New York's only Spider-Man…

[He puts on the mask…]

Spider-Man: I'm New York's only Spider-Man! Please don't screw this up.

NEW THWIP

[Miles flies around town on a web and calls his friend, Ganke.]

Spider-Man: Yo Ganke!

Ganke: Dude! Rhino?! WHAT?!?

Spider-Man: Haha yeah. Where you at? You get into the apartment OK?

Ganke: Yeah - your mom let me in. Unpacked-slash-dumped my stuff all over your floor. Now I'm in the park, grabbin some air.

Spider-Man: Oh perfect - dip over to the amphitheater. Got something to show you.

Ganke: Dude is this spider-related? Please tell me you got a piece of Rhino's horn or something. Pics I've seen of the fight are straight up nuts.

Spider-Man: Ha. Definitely spider-related. And definitely better than a horn.

Ganke: Ohhhh - loving the suspense. I'm there!

[Miles arrives in Central Park. It's winter outside, so everything is covered with snow.]

Ganke: I will never get used to you doing that.

Spider-Man: Hey look, check it: Christmas present from Spider-Man!

[Miles rips open the box.]

Ganke: Open it! Dude. Put it on. I'll cover you.

[Miles walks under a small archway filled with boxes. Several children walk by.]

Ganke: What? Never seen a guy change clothes in Central Park?

Spider-Man: Okay, how's it looking?

Ganke: Whoa…

[Miles' new costume is very similar to Peter's old costume seen, for example, in Spider-Man The Animated Series, except he has added knee pads and elbow pads, the "boots" look more like regular sneakers, and the mask and gloves are separated from the main costume. There is also a computer built into Miles' new uniform. Miles sees a cartoon Spider-Man in front of his eyes and hears Peter's recorded voice.]

Peter: (cheesy horn noises) Miles Morales - congratulations and welcome to your very first Super-Suit! Head uptown for part two of this amazing gift...

Spider-Man: This is only half of the present!

Ganke: What's the other half?

Spider-Man: I'll let you know when I find it!

[Miles flies to the marker on the map indicated by the suit. On the way, he hears a fresh edition of Just the Facts.]

JJJ: Welcome to Just the Facts, with me, your truth-slinging host with the most, J. Jonah Jameson.

Spider-Man: What? Does Pete set his suits to auto play Jameson's show? Guy's a masochist.

JJJ: Sad news, listeners: my Christmas charity spectacular was canceled due to - MASKED VIGILANTE MAYHEM!

Spider-Man: Gotta be something better on. Ooo-- been hearin' good things about this one.

Danika: Hello! I'm Danika Hart, and this is "The Danikast," where I spotlight the people making a real difference in our city. Today's topic? Oh... you know stockbrokers, for profit colleges, maybe the people who make internet videos auto-play? (laugh) No. OBVIOUSLY we're covering the Spider-Men's INCREDIBLE takedown of Rhino!

Spider-Man: Subscribe. Danikast: new favorite podcast.

[Miles arrives at the specified location.]

Spider-Man: This is the place. Looks like Pete set up a lot of gear...

Holo-Pete: Miles - get ready for your first holographic training challenge! These challenges are spread throughout the city; each one focuses on a new move or technique. This one focuses on acrobatic improvisation. Get into position to start!

Spider-Man: Holo training? Oh I am so down.

Holo-Pete: First up: air combat. Fighting the enemy on your terms is a great way to gain the advantage. Now, follow up with a mid-air attack. And now a personal favorite: the swing kick. This holo-tech is next gen. With the right parts, bet I could make it portable...

Holo-Guy: Combat simulation: running.

Holo-Pete: Another key Spider-Skill: disarming. Disarmed opponents are far less dangerous, AND it's crazy satisfying to knock guys out with their own weapons. Total two-fer.

Spider-Man: Alright, yeah. This is dope. Bless Peter Parker.

Holo-Pete: Now, let's combine these two moves. Web yanking airborne enemies is a great method of crowd control.

Holo-Pete: Plus the sounds they make are hilarious. "Waaaaah! SPLAM." Classic.

Holo-Guy: Combat training: running. Melee attack sequence: active.

Holo-Pete: Surprise round - think fast!

Spider-Man: Alright I'm feeling this!

Hole-Pete: More guys incoming - heads up! Time for some free form practice. Use air combat and disarming to eliminate these enemies! Yeah Miles nice! Get 'em! LET 'EM HAVE IT! BRING THE - Whoa. Sorry, sorry - too much excitement. Um, y'know... keep up the good work.

[Miles is successful in all of his training.]

Hole-Pete: And that's a bi-bi-bi-bingo

[Something burns out and the hologram is gone.]

Spider-Man: Blue screen of death.

[Suddenly several robbers burst onto the roof.]

Criminal: --Tons of high tech gear we can sell - aw crap, Spider-Man! Take him out, then grab the gear!

Spider-Man: Y'all trying to catch some hands? Yeah? OK, let's go.

Criminal: Take the spider out, then grab the tech gear!

Criminal: Gonna make BANK selling this stuff off...

Spider-Man: Just so you know, this is official Spider-Man tech. Y'all are NOT authorized to re-sell.

Holo-Pete: Super Spider Entertainment System: Online. Beginning pre boo-b-b-boot-che-chec-ch-check -

Criminal: These guys are see-through. HOW ARE THESE GUYS SEE-THROUGH???

Holo-Pete: We-l-c-C-C-ome to Advanced Quip Tr-ain-ing-ing. R-Remember: SPECIFICITY is the heart o-f every gr-eat qu-ip-p-p. For example, instead of: "hey ugly!" Try: "Whoa, nice mask! Wait, th-that's you're f-ace-ace? Eugh!"

Spider-Man: That's not a quip. That's a straight-up burn.

Holo-Pete: Keep practic-ing. Soon you'll b-be quip-ping like a pro-pro-o - System err-e-error.

[Miles defeats the robbers and walks up to the computer.]

Spider-Man: That's it for the tech thieves. Now to fix the training sim… Kernel panic… let's try a BIOS reset… Nice, that did it. Looks like Pete made stealth, swinging, and combat challenges… Gotta check these out when I get a chance.

WE’RE HERE FOR YOU

[Miles gets a call from his friend, Ganke.]

Ganke: Hey dude, I think you should check out Roxxon Plaza on your way home. I just walked by, and I'm pretty sure someone's breaking in.

Spider-Man: Uh, yeah, I'll look into it.

Ganke: Hey, so I want to hear more about your new spider powers.

Spider-Man: I think it's some kind of bioelectric discharge; or supercharged static electricity?

Ganke: Ooo, we gotta name it. How about "Venom Power!" Y'know, 'cause it stings?

Spider-Man: Okay, that's not bad. I'm gonna run - Plaza first, then home.

Ganke: Remember, "Venom Power." Trust me, it's gold.

[Miles flies toward the Plaza.]

Danika: Hey friends, thank you so much for telling people about this podcast. We've jumped the charts from 136 to 87! Like, uh, wow! Okay, okay, moving on. Today I'm doing a quick cast before I head downtown for my citizenship test, and I'm answering fan DMs! First one: where ya from, Danika? Well, I was born in Fuzhou, China, but we came to New York when I was six. Next question: what kind of mic do you use? Uh, a purple one? I'm just kidding; the link's on my blog. Uh, okay, question three: what's the point of your podcast? Okay, so, once a week, I get coffee with my friend, a journalist-turned-lobbyist. We talk about the news, and while we don't always agree, having to defend what I think makes me prep better. It keeps me informed and gives me a chance to revise my gut reactions. So I thought, what if everybody had that friend? What if I could be that friend for them? That's why I'm here. Oo, and I should head to the subway. Thanks for listening, and remember that being overly familiar on social media is not cool. Okay, bye!

[Miles flies to the Plaza and finds a strange dome-shaped device there. As he approaches it, a giant screen turns on on which we see Simon, the head of Roxxon.]

Simon Krieger: Hi there! I'm Simon Krieger. And what you're standing
next to is a Nuform reactor. Once activated, this reactor will supply enough energy to power all of Harlem. Now, I'm sure you're thinking: "Simon, how is that possible?" And the answer… is Nuform. Just one canister of this revolutionary fuel source is enough to supply Harlem with clean, safe energy for the next five hundred years. Soon, we'll be opening reactors throughout Manhattan, and then worldwide. Get ready for a planet powered by Nuform.

Roxxon: We're here for you.

Spider-Man: What was that?

[Miles jumps onto the roof of the Roxxon building and then flies in through the window.]

Spider-Man: Hm. No sign of anybody. They broke a bunch of stuff-- maybe they were looking for something… Huh- they did a search for 'Nuform.' What were they gonna do with--

[He is attacked by several guys in futuristic purple armor. Weapons appear in their hands right out of thin air. One of them jumps out the window with Miles and hits him hard against the pavement.]

Spider-Man: Man, this night will just not quit. Their tech is unbelievable! But Venom totally wrecks it… Yeah, Ganke's right. Venom's a good name.

[Miles has no trouble beating up his attackers.]

Underground: Get him out of the air!

Underground: We'll hold him here-- everyone else get upstairs!

Underground: He's moving too fast!

Underground: We're gonna need backup!

Underground: Gonna wreck you, Spider-Man!

Spider-Man: Haven't seen you guys before. Nice glowsticks!

Underground: We'll kill you!

Spider-Man: More of 'em up on the balcony. What are these weapons? Memory metal?

Underground: Knock him down!

Underground: Gonna mess you up real good!

Underground: He's hurt, push harder!

Underground: Get him out of the air!

Underground: You're dead!

Underground: We want info on Nuform, ignore everything else!

Underground: C'mon-c'mon, find those shipping routes!

[In the middle of the fight Miles gets a call from Ganke.]

Ganke: Hey, you at the plaza?

Spider-Man: Uh-huh. You were right; it's a break-in. Sounds like they're after Nuform?

Ganke: Nuform? The stuff in the reactor?

Spider-Man: It's not installed yet. They're talking about shipments.

Ganke: Weird. Super weird. Hey - I did that grocery shopping your mom wanted, but she's wondering where you are. Dinner's almost ready.

Spider-Man: Crap, okay, I'll try to wrap this up. Thanks, man.

Underground: They're moving the Nuform into the plaza-- find out how!

Underground: How many spider people are there?!

Underground: I'll make this hurt!

Underground: He's trying to get away!

Underground: Stay away from us, Spider-Man!

Underground: Stay away from his shock attack, or whatever it is!

Underground: Hurry up-- Spider-Man's here!

Underground: I'm trying to get a pic -- hold on!

Underground: You can't stop the Underground!

Underground: I got a hit-- Nuform transportation routes!

Underground: Found it! Delivering to Tinkerer, hold him off!

Spider-Man: The Tinkerer? Who's that?

Underground: Fighting us was a big mistake. Huge!

[Miles defeats all opponents with his new powers!]

Spider-Man: They were talking about Nuform shipments. I need to figure out what they found, so I know where they're gonna hit next. They were tracking Nuform shipments... but why?

[He jumps out of the building and notices a helicopter flying by.]

Spider-Man: Roxxon security… They can take it from here. Gotta look into this later…

LA NOCHEBUENA (THE NEW YEAR'S EVE)

Spider-Man: I gotta get home. Christmas dinner's sounding pretty good right about now. I'll look into that group… and the Nuform shipments, tomorrow.

[He jumps onto one of the rooftops and picks up his hidden backpack…]

Spider-Man: It's too cold to change out here…

[He quietly climbs into his house through the window and changes his clothes.]

Miles: Yeah. Fresh. Lookin' good.

[He goes down to the kitchen.]

Ganke: Mmm... This guava sauce is great.

Rio: What was that?

Ganke: All good. Little spill - Get it cleaned up real quick. All good!

Miles: It's alright, man.

Rio: (Oh no… My son! So handsome!)

[Miles hugs his mother.]

Miles: (Thanks, Mom.)

Rio: I invited a guest tonight. Can you get the apartment ready? Maybe put on some music, set the mood?

[Her phone rings.]

Rio: Ah - Nadja.

Miles: Really? Your campaign manager? On Christmas Eve?

Rio: Oh, tomorrow's rally isn't going to plan itself. Thanks for getting the apartment ready, mijo! Hello? (Hey, Nadja, have we already gotten the permit for tomorrow?)

[Miles inspects the Christmas tree.]

Miles: Glad Dad's tree survived the move.

Rio: Me too. He loved that little guy.

Miles: "Ain't no Christmas like a Brooklyn Christmas." Miss hearin' him say that...

[He walks into his mother's room…]

Ganke: (from another room) Clean… guava… priceless... heirloom...

Miles: Guess Mom's not done unpacking, either. Heh, that wallpaper just screams "Abuela." What's that? Huh. Must've gotten mixed up in the move… One of Dad's old case files. Who's "the Prowler?" Wonder if Dad ever caught the guy. Dad's favorite album; he put this on every Sunday while he made coffee. Mom ordered, like, a hundred of these, 'cause the article mentioned Dad. "Who is the Spider-Man?"... If only you knew, ma'...

Rio: What's the pick, DJ?

Miles: The greatest record ever…

[He inserts his father's favorite record into the player. I don't know much about jazz, but as far as I understand it is an album called Moanin' recorded by Art Blakey and the Jazz Messengers in 1959. The cover art shown in the game is different from the original.]

Rio: This is perfect. Low-key, classy.

Miles: You didn't like jazz when I was little.

[Rio is on the phone.]

Rio: (One second.) You know I don't want him coming around here. That doorbell's been broken for years -

Miles: I just thought… never mind.

Rio: Miles, could you get that?

Miles: Of course.

Rio: Wow, that's amazing. I'm glad you decided to stay in the city. It's fun having you in the house.

[Miles opens the door. A black girl about his age is standing on the doorstep.]

Miles: Phin?

Phin: Hey. Fixed your doorbell.

Miles: It's so good to see you! How are you? It's been like...

Phin: Months. A lot's changed.

Miles: Yeah, it really has.

Rio: Is that our guest of honor? Come on in, you two. Dinner's almost ready. Phin, I'm so glad you could make it.

Phin: Thanks for inviting me, Ms. Morales.

Rio: We missed you. Well, this one especially

Ganke: Uh, hi.

Miles: Phin, this is Ganke, my friend from Brooklyn Visions Academy. Ganke, this is Phin, my best friend. My other best friend.

Ganke: Oh yeah, you guys won the middle school science fair at county, right? You made a, uh...

Phin & Miles: Energy converter.

Miles: Jinx!

[Suddenly the lights go out in the house.]

Rio: The wiring in this building is such a mess…

Miles: I'll check the circuit breaker.

Rio: (Thank you.)

Ganke: So… Christmas by candlelight?

Phin: I promise I didn't break it when I fixed your doorbell.

[Miles walks over to the switchbox.]

Miles: No good, breaker doesn't have power.

Rio: Looks like the whole block's out.

Miles: Let me check if I can see anything from the fire escape.

[He quietly climbs out the window onto the snow-covered street.]

Miles: Definitely can't get to the transformer from here… unless you're super sticky.

[Miles crawls up the wall of his house without his costume.]

Miles: People on the roof; can't go up there.

Neighbor: Can you see any other buildings out?

Neighbor: Yeah, got the whole block.

Neighbor: Wish Roxxon's reactor would open.

Miles: Reeeeally hope no one can see me up here…

Miles: Don't look out the window, don't look out the window....

Phin: Think Miles is having any luck outside?

Rio: I hope so. Hot plates are only going to get us so far in salvaging this dinner...

[Miles finds a transformer.]

Miles: Bioelectricity can take down Rhino, but can it save Christmas dinner? Come on. It worked! Oh man those lights are bright. Did not think this through. I gotta get back inside ASAP.

Neighbor: You said it.

Neighbor: Gorgeous. Never been so happy to see lights turn on.

Miles: Keep 'em distracted, Ganke… Come on Ganke...

Rio: Is Miles still outside?

Ganke: Actually - what about a photo?

Rio: Right now?

Ganke: Yeah! You know... precious moments - you gotta capture 'em.

[While Ganke distracts Rio and Phin, Miles climbs in through the window.]

Phin: Shouldn't we wait for Miles?

Ganke: No - he hates photos. Alright. Everyone squeeze in. Ready? Great photo, great photo - Oh. Hey, Miles.

Miles: You guys sit down; I got this.

[He brings the roast. Everyone sits down at the table and has fun talking. After supper…]

Rio: Phin, tell us everything you've been up to. You still in robotics club?

Phin: I had to quit, but I've been studying biotech on my own.

Miles: Nerd.

Phin: Says the guy who has to wear an ascot to school.

Ganke: Hey! Only on Tuesdays.

Rio: Does your brother Rick still work for Roxxon?

Phin: I don't know how anyone could work there after seeing your last campaign ad. You went for Simon Krieger's jugular.

Rio: That reminds me. Ganke, you have a certain flair for social media. Could you spread the word about tomorrow's rally?

Ganke: Yeah! We'll be trending by midnight.

Rio: Sometimes it feels like Simon Krieger's my real opponent. Roxxon has so much influence here, but they don't answer to anyone except their shareholders. Harlem needs someone to fight for the community.

Miles: That's Mom's campaign-speech voice, in case you couldn't tell.

Ganke: Uhh... you wanna proofread these before I post 'em?

Rio: YES. Do not hit send! (runs to him)

Miles: So, what's going on with you?

Phin: What do you mean?

Miles: You seem, I don't know, distracted. Wanna talk about it?

Phin: Not tonight. It's Christmas. Hey, how're you handling the move from Brooklyn?

Miles: I mean, it's fine.

Phin: You hate it.

Miles: Nah...

Phin: That's your I-hate-it-but-i'm-too-nice-to-say-it voice.

Miles: No, it's… I don't know anybody here. And I'm always having to ask for directions.

Phin: You need to find a good restaurant. A barbershop, somewhere you can shoot hoops. You'll settle in.

Miles: What if we hang out tomorrow? Just the two of us?

Phin: You're not too busy?

Miles: It's winter break. I can put off homework for at least another week.

Phin: Okay, I'll text you.

Miles: It's a date. I mean not a date, you know, a friend date.

Phin: Still as smooth as the last time I saw you.

HARLEM TRAINS OUT OF SERVICE

[The next morning...]

Ganke: Miles!

Miles: What.

Ganke: You awake?

Miles: No.

Ganke: So I stayed up last night and designed an app for your new suit. Thing's got a crazy custom OS, nothing I've ever seen before, but I ran it through a disassembler so I could reverse-engineer the plugin architecture and...

Miles: [Snoring]

Ganke: …you just fell asleep again, didn't you? MILES!

Miles: I'm up, I'm up.

[He changes into Spider-Man costume.]

Ganke: It's almost done compiling-- Thank you. Ready to try out my app?

Spider-Man: Yeah man let's do this!

Ganke: I'm connected to your analytics. Let's test-drive this baby!

Spider-Man: Alright.

[He jumps out the window.]

Ganke: I can see everything you see! How are you not puking all the time?

Spider-Man: Looots of practice.

Ganke: Welcome to Friendly Neighborhood 1.0. It lets New Yorkers directly request your help AND report crimes in progress.

Spider-Man: Nice UI.

Ganke: Thanks-- oh look, someone just made a request! Request came from a guy named Aaron Davis.

Spider-Man: Wait, what? That's my uncle.

Ganke: Does he know you're Spider-Man?

Spider-Man: No. It’s gotta be a coincidence. I'm headed to the subway stop.

Aaron Davis: Ugh… what is going on...

Spider-Man: Uh... hey there. You needed some help? I'm Spider-Man, by the way.

Aaron Davis: Yeah, I know -- Aaron Davis. I think somebody's messing with the sensors-- I'm getting bad data from the main relay, up top of Grand Central--

Spider-Man: On my way!

Aaron Davis: Wait- WAIT!

Spider-Man: Yeah?

Aaron Davis: Where's the other Spider-Man?

Spider-Man: Oh-- he's on vacation. But don't worry, I got this.

[He flies away on the web.]

Spider-Man: He definitely didn't recognize me. Oh, he's... calling through the app? This is Spider-Man.

Aaron Davis: Hey, forgot to mention: there was a break-in last night, right next door, at Roxxon Plaza. Group called "The Underground." Caught 'em hanging around my stop this morning,

Spider-Man: The Underground… You know anything else about them?

Aaron Davis: They think of themselves as a "young mafia." They've been around awhile, but now they've got a new boss. "The Tinkerer."

Spider-Man: Tinkerer. Thanks for the tip. So uh, you call Spider-Man often? Like for help?

Aaron Davis: Heh, didn't really have a way to get in touch 'til this app thing. But I saw you on the news last night taking down Rhino. Figured you were the right person to call.

Spider-Man: Heh, cool. Have you, uh… been working at the subway long?

Aaron Davis: Naw. Took the job last year, after my brother-- Well anyway, I was trying to make some changes, decided this job was a good place to start. The trains going down on my watch doesn't exactly paint me in a good light. The trains going down on my watch doesn't exactly paint me in a good light.

Spider-Man: Well, when we fix 'em, you can tell your boss you showed initiative by using the Friendly Neighborhood Spider-Man app.

Aaron Davis: I'll do that. Good luck with the sensors.

[Miles finds some glowing poles on one of the rooftops.]

Spider-Man: There's the sensors. There are way too many wires on this one. It's gotta be messing with the signal.

[It scans the surroundings and finds where the wires are coming from.]

Spider-Man: Where do these cables go?

[After breaking down the door, he discovers a member of the Underground gang there.]

Underground: Hey!

Spider-Man: Hey yourself!

[He knocks him out.]

Spider-Man: Signal relays are being jammed by something… This is crazy tech. Hate to do this, but…

[It breaks the device with a discharge of his spider-electricity.]

Aaron Davis: Sensors are back online. What did you do?

Spider-Man: Took care of the guy messing with it. And it looks like they left some of their toys behind. Hey I'm gonna have to call you back.

[He opens a crate and finds a device that looks like a bluetooth headset.]

Spider-Man: Whoa… Bet I could use this to make those holo-drones Pete designed! This tech has a pretty unique RF-- wonder if I can track it. Huh-- looks like there's a bunch more of these around the city.

[He goes out into the street where his enemies are already waiting for him.]

Spider-Man: Perfect time to try out those new holo-drones.

Holo-Guy: Hello. Please let me assist you. Target: damaged.

Underground: Dude's got holo-tech, look out!

Underground: I've got a lock on Spider-Man!

Spider-Man: Hey, Underground! We gotta stop running into each other!

Holo-Guy: De-spawning combat companion.

Underground: This was never about you!

Spider-Man: This yours?

Underground: Keep him grounded!

Underground: Hurry up and ground him!

Underground: How many spider people are there?!

Underground: You can't stop the Underground!

[Miles defeats all enemies!]

Spider-Man: Okay. Hope the trains are running again. Should check in with Uncle Aaron.

[He calls Aaron.]

Aaron Davis: Yeah?

Spider-Man: Hey Mr. Davis, how are things looking now?

Aaron Davis: I've got a signal, but no trains on the tracks. Something must've gone down at the yard.

Spider-Man: It was the Underground messing with your sensors. I'm thinking… Does Roxxon ever use the subway to ship Nuform?

Aaron Davis: Roxxon? Uh, the subway system was designed to carry people, not freight… but this line got some updates when Roxxon Plaza went in.

Spider-Man: So they could be using it under the table… Hm. I'll follow up on it. So, uh, you mentioned your brother. You got other family?

Aaron Davis: Haven't seen them in a while. I had to make some changes, like taking this job… but I miss 'em. Especially my nephew. We used to mix beats together.

Spider-Man: Well, maybe now you can see him again. Them. Your family.

Aaron Davis: Hope so, kid.

Spider-Man: Yeah, uh, I should go… fight Underground. Bye!

[Miles flies to the railroad depot.]

Spider-Man: Underground's wrecking everything. Maybe I can stop them quietly. Gotta split those guys up.

Underground: Hurry it up-- Tinkerer told us to get in and out quick.

Underground: This stuff takes time, man.

Underground: What was that noise?

[After distracting one of the guards, Miles entangles the other in his web.]

Spider-Man: Another one bites the dust.

[He knocks another guard out by banging his head against the concrete floor. The area turns out to be full of enemies! Miles, however, has not yet been spotted.]

Spider-Man: Don't look at me don't look at me… Good time to try out Pete's visor tech. Nice. Now I can track them. You're done. One down.

Underground: Hurry up, before the cops get here!

Underground: Someone's taking us out! Start a search!

Underground: The crew at Grand Central got jumped by that new Spider-Man--everybody hurry it up!

Underground: Everybody look around!

Underground: Someone there?

Underground: Look out gang, Spider-Man's around here somewhere!

Spider-Man: Siesta time.

Underground: Who's here? This a prank?!

Underground: Stay ready - Spider-Man's nearby

Underground It's Spider-Man; don't hold back!

Spider-Man: Didn't even see me.

[Miles decides to simply beat half to death.]

Underground: He's got some kind of... gadget thing!

Underground: Firing on Spider-Man!

Spider-Man: I've got a theory: you're trying to intercept Nuform. Am I close?

Underground: Got a shot!

Spider-Man: That's all of 'em. Now to get the trains back on the tracks. Controls are probably in the office.

[Walking into the office, he sees graffiti with someone in a hoodie and a mask.]

Spider-Man: Tinkerer… Unc said that's their leader… Oh, man, they wrecked the controls. Gonna have to get the trains back on the tracks by hand. Or web. I can use that turntable. That works! Almost there. Yeah, that's good! Now for the others. Underground looks up Nuform shipments, then kills the subways. Maybe they're trying to stop Nuform from reaching the city? Or… what? Yes! Okay, one more. That's right. It worked! We've got trains on the tracks! Now they need power. Hm. They busted the controls here, too -- but not the generator. Okay, I can use that to power the trains… probably. My webs are conductive… C'monnn, frusty New York subway… Yes! Hey Mr. Davis, did anything change on your end?

Aaron Davis: Panels just lit up like Christmas. Good job, kid.

Spider-Man: Glad to help. If anything else comes up, just post a note in the app.

Aaron Davis: Wait a sec. I got a little something here for you. It's not much, but...

Spider-Man: For... for me?

Aaron Davis: It's the least I can do for the guy who just saved my job.

Spider-Man: Cool, cool. I'll head back now.

[He hangs up the phone. He gets a call from Peter.]

Peter: Hey Miles! Just landed in Europe. How's day one of solo Spider-Manning?

Spider-Man: Pretty good. I stumbled on a conspiracy in my neighborhood.

Peter: Classic. You have a plan?

Spider-Man: I'm sorta making it up as I go.

Peter: The mark of a true Spider-Man. Well, If you need me, I'm a phone call away. And a cross-Atlantic flight, but it's fine.

Spider-Man: Sure man. Oh, and thanks for the gift: it is awesome!

Peter: You earned it. On-- MJ needs me, gotta go. Bye.

[The next call to Miles is from Ganke.]

Ganke: Dude!! Fixing the subways made the app blow UP. You have so many requests! Like uh… on! This one's from Tee's. That guy rules...

Spider-Man: Oh, I should definitely check that out now that the whole city's counting on me...

Ganke: We're like the number-one app in NYC right now! Check it out as soon as you're done with your uncle. He still doesn't know you're you, right?

Spider-Man: Had a couple near-misses, but I kept my cover, I'll check the app soon as I'm done here. Later.

Spider-Man: Gotta hit Phin back when I finish helping Unc… Oh hey, Mr. Davis. I'm almost there.

Aaron Davis: You gotta hurry. Spider-Man, Underground's here. Putting bombs on the tracks.

Spider-Man: Bombs? For real?

Aaron Davis: Guess they didn't like you fixing things.

Spider-Man: I'll get there as soon as I can. Hang fight - and don't go outside.

[Miles flies to the place. There is a real war between the Underground gang and the police.]

Spider-Man: Gotta stop this, quick!

Underground: Get him outta the air!

Police Officer: We don't need you here, Spider-Man!

Underground: Go up there and get him!

Underground: We'll kill you!

Aaron Davis: They're gonna blow the whole line!

Spider-Man: Not if I can help it.

Underground: Can't fight us without the real Spider-Man!

Underground: What the hell -- look out!

Spider-Man: Hope webs work. Okay, bombs are down. Now for these guys...

Underground: You can't beat all of us, not alone!

Underground: You never should've put on that mask!

Aaron Davis: There's more on the upper tracks!

Spider-Man: I'll get 'em!

Underground: Give up, you can't beat us!

Underground: We're the strongest!

Underground: You can't stop us, Spidey!

Underground: Get him down here!

Underground: You can't stop the Underground!

Underground: Get out of our way!

Underground: He's in the air!

Aaron Davis: Across the intersection, another one!

Spider-Man: On it! One more. So last night, you learn Nuform's getting shipped by train. Then today, you ATTACK the trains. Why? To stop Nuform? To steal it?

Underground: This was never about you!

Underground: You're weak, and we'll crush you!

Underground: Spider-Man's taking us out!

Underground: Look up, he's in the air!

Underground: Don't let him stay airborne!

Underground: Fighting us was a mistake, Spider-Man!

Aaron Davis: You did it, kid! Trains are back, Underground's done. You do good work.

[The trains have started moving again! Miles sits on the roof happily watching the people at the station cheerfully greeting the arriving train.]

Spider-Man: Underground did a number on my suit. Could do a patch job…

[He goes back to Aaron…]

Spider-Man: You okay Mr. Davis?

Aaron Davis: Yeah. Thanks to you. Oh hey, here you go-- One year unlimited subway pass. Did I get the name right?

[The ticket is in the name of... Miles Morales.]

Spider-Man: How did you--?! Um... okay, gotta go.

Aaron Davis: Hold up, Miles. I kinda suspected when I saw the news yesterday… ...watching your moves on those escaped cons. Juking guys left and right. Coulda sworn I was back at the park playing pickup with you and your dad. You were quick then-- a lot quicker now. Don't worry, I won't tell your mom.

Spider-Man: Promise?

Aaron Davis: Promise. Look at you. If your dad could see you now.

Spider-Man: He'd probably freak out.

Aaron Davis: He'd definitely freak out. So you taking over for the other Spider-Man?

Spider-Man: Nah, like I said he's just on vacation.

Aaron Davis: Right. And he left you in charge.

Spider-Man: Yeah.

Aaron Davis: Lotta responsibility for a kid your age.

Spider-Man: I can handle it.

Aaron Davis: Hope so. But listen, you get in over your head, you give me a call.

Aaron Davis: I'm here for you. Got it?

Spider-Man: Got it. Thanks, Unc.

[He flies away on the web and lands on the nearest lamppost.]

Spider-Man: Ganke said the app's blowing up… City definitely needs a Spider-Man. Should patrol for a while. Looks like Teo's bodega was robbed. Hope I can help. Can't feel too bad taking from the Underground.

Looters!!!

[Miles flies to the store he went to at the beginning of the game.]

Teo: Spider-Man? Spider-Man where ya at?

Spider-Man: Hey, I'm… right here?

Teo: What? Not you. My cat. Named after the real Spider-Man. Bunch'a jerks broke in here and robbed my place. Think they took Spider-Man, too.

Spider-Man: That's awful. You see where they went?

Teo: Overheard 'em say they're hitting the power substation. Couple blocks over.

Spider-Man: I'll find them. And your cat.

Teo: Sure, kid. Guess it can't hurt.

[Miles leaves Teo's store.]

Spider-Man: Should probably call Ganke when I get there. Why would these dudes go to a power station? There's my way in.

[He rips out the vent cover and jumps into the building, after which he calls Ganke.]

Spider-Man: Ganke, I need help. Some dudes robbed Teo's bodega, then headed to the closest power station.

Ganke: Weird. You've got my full attention, watching through your livestream.

Spider-Man: They're shooting transformers? 'Kay…

Criminal: How many of these we gotta break?

Criminal: Do I look like an electrician? Just keep shooting and cutting wires, get the job done.

Criminal; Pft. Wasn't lookin' for orders, macho man.

Criminal: You sure it'll knock out the whole block?

Criminal: Reasonably sure.

Criminal: Hey, if we knock out more than one, it'll take the cops longer to catch on.

Criminal: Harder and harder for an honest criminal to make a buck in this town...

[Miles attacks them.]

Criminal: Must've been nothin'.

Criminal: My turn!

Criminal: He can't take all of us!

Spider-Man: Lights out!

Criminal: Stay outta my business, freak show!

[After Miles defeats the criminals, he gets a call from Ganke.]

Ganke: This station's output is down to 64 percent. Maybe you can find a backup.

[Miles uses an electrical discharge to start the system.]

Spider-Man: Good thinking on the backup systems. You're good at this hero stuff.

Ganke: Heh, nah. I'm just a spectator.

Spider-Man: Just need to find Teo's cat…

[He notices a ginger cat walking along the hanging wires.]

Spider-Man: Spider-Man! Wait-Wait! Spider-Man went down that elevator shaft… Got it. I'm comin' for you, Spider-Man. Hang tight. Spider-Man - Wait!

[He crawls after the cat through the vents and finds another group of criminals.]

Ganke: I think I know what these dudes want. There's a bank on this block. No power means no security.

Spider-Man: So if we fix the power, we're preventing a bank heist?

Ganke: Stopping crime before it begins. (in a cheesy voice) In a world where only two men can see the future, only they can stop it...

Spider-Man: Alright alright… gotta focus.

[Miles begins to fight the criminals.]

Spider-Man: Another win for Spider-Man!

Criminal: Look outside. Harlem's a mess right now. Boss knows an opportunity when he sees one.

Criminal: Crap, this was a mistake!

Criminal: I'm not gonna go out like that!

Spider-Man: Sounds like someone's paying them. Any idea-- ?

[The building plunges into darkness.]

Spider-Man: Wha...

Ganke: Sooo... Output's at zero.

Spider-Man: I got that.

Ganke: Pulling up emergency lights… okay, you can restore power if you charge the other backups.

[Miles encounters a new group of criminals.]

Spider-Man: On it. Man, how many people does it take to bust a power station?

Criminal: You bring up the emergency lights?

Criminal: I thought you did.

Criminal: Nah.

Criminal: Could be one of the station workers. Keep an eye out

Spider-Man: Lights out for you.

Criminal: Power's already out, why we gotta keep cuttin'?

Criminal: To make sure it's done.

Criminal: You wanna half-ass a job for this guy?

Spider-Man: Here, take five.

Criminal: Good point.

Spider-Man: What's up! Who's your boss? Anybody I know?

Criminal: This ain't gonna end well for you!

[The criminals are defeated.]

Spider-Man: Need to find the backup systems. OK. Gotta push ahead. Find the main generator... and hope I can fix it. These guys keep talking about their boss. Any idea who it is?

Ganke: Dude, a lot of people want to rob banks.

Spider-Man: It was worth a try. There's the main breaker. Gotta clear out these guys, then figure out how to fix it.

Criminal: Stay sharp, boys! Someone's trying to undo our good work!

Criminal: Ain't gonna be small time forever, I got ambitions.

Criminal: 'Course there is. The boss, he's got too many enemies.

Criminal: Yeah, but he beats them every time.

Criminal: Not all of 'em. There's Spider-Man.

Criminal: Guys - we got a man down!

Ganke: Sounds like whoever planned the heist knows Spider-Man, and not in a good way.

Spider-Man: Has to be the other one.

Ganke: Yet.

Spider-Man: Great optimism, bro.

Criminal: Told Jimmy not to eat that yellow snow...

Criminal: Man, I shouldah gone to dental school.

Criminal: Once we get our cut, you can go to seven dental schools.

Spider-Man: Out for the count.

Criminal: New Spider-Man's really got zappy fingers? ...naw

Spider-Man: Another win for Spider-Man!

Criminal: Harder and harder for an honest criminal to make a buck in this town...

Criminal: Nothin'.

Criminal: Spider-Man's here - stay alert!

Spider-Man: Wish it was always this easy...

Criminal: Someone back me up!

[Miles defeats all the criminals.]

Spider-Man: Time to check the breaker.

[It charges the panel with an electrical discharge.]

Spider-Man: Connection's solid… Let there be -

[As soon as he touches the handle, a voice comes from afar.]

Derek: What the hell was that noise?

[Miles jumps onto the ceiling. A large man enters the room with Teo’s cat.]

Derek: Here kitty it's okay.

Spider-Man: Spider-Man?

[Derek notices Miles.]

Derek: You can't have him! Don't you know it's rude to interrupt THE BONDING PROCESS?

[He stuffs the cat into the backpack and hangs it on the handle. A large-scale fight ensues.]

Criminal: You don't stand a chance, kid!

Criminal: Ground him!

Spider-Man: Tell me who planned the bank robbery, give me the cat, and I'll let you go. Deal?

Criminal: No deal! Don't let him leave here!

Brute: Picked a bad day to mess with us!

Spider-Man: Seriously guys, give up your boss. I'll figure it out eventually.

Criminal: Ha! You think we're scared of you? He's ten times worse!

Brute: You're in for some pain!

Spider-Man: What do you mean your boss is worse? I'm mopping the floor with you!

Criminal: You don't kill people. Boss does.

Criminal: Just like target practice!

Brute: You're not walkin' away from this.

Brute: Got you now!

[Miles defeats all enemies and takes the backpack.]

Spider-Man: Let's get outta here, Spider-Man.

[After starting the power supply, he leaves the station.]

Spider-Man: Hey man. Power restored, bank heist stopped, Spider-Man the Cat saved.

Ganke: All in a day's great work. I'm posting in the FNSM app about these guys and their boss - maybe we can get leads on who we're dealing with. Call ya soon.

[Miles returns to Teo's store.]

Spider-Man: Hey Teo, got a surprise for you -

Teo: Oh yeah, what's that? SPIDER-MAN! Did you have an adventure? Oh. You almost gave daddy a heart attack! Oh yes you did! Oh yes you did!

Spider-Man: [clears throat]

Teo: [clears throat] Uh. Good work other Spider-Man. Thanks.

Spider-Man: Yeah. Course.

Spider-Man: Hey man. Any leads on who our cat thieves were working for?

Ganke: I'm chasing down a couple problems that might be connected: robberies on Harlem's commercial strip, and something going down at F.E.A.S.T. North. I'll post in the app when I know more.

Spider-Man: Cool, thanks dude.

My Car's Gone!

[Miles looks through the app on his phone, deciding who to help.]

Spider-Man: Guy can't find his car. Maybe it was stolen…

[He flies to him.]

Spider-Man: There's the dude that needs help. Hey man. Your car's missing?

EMT: Yeah, just finished a double shift. Came out to grab my car, but it's gone. I'm back on in twelve hours, and all I want to do is get home and sleep.

Spider-Man: I can make that happen. You have your key fob on you?

EMT: The beep boop unlock thing? Yeah, got it right here.

[Miles takes the keys.]

Spider-Man: Awesome. One lost car, soon to be found.

[He flies off on a search.]

Spider-Man: Okay, I can track the signal from the key fob to find the car… Stealing a medical tech's car in the dead of winter. That's cold man. Literally and figuratively.

[It finds the source of the signal.]

Spider-Man: Oh man, this place reeks of chop shop. The car's definitely here.

Criminal: Ain't that, like, ethically suspect?

Criminal: Could be like a nurse saving a life, or a family visiting their dying mother or something.

Criminal: We're stealing cars, man. Ethics left town a loooong time ago.

Spider-Man: This place seems to be full of "lost cars."

Criminal: Let's hurry up with strippin' that car from the hospital.

Criminal: I gotta get home an' get some sleep.

Criminal: You an' me both.

Criminal: Pulled a double today.

Criminal: Oh I am TIRED.

Criminal: Sleep's the A Number One thing, man. Good work comes from good sleep.

Criminal: You said it.

Spider-Man: Guys: you stole an EMT's car after he worked a double shift. That is beyond uncool.

Criminal: Aw man, we're just hard workin' Americans here, tryin' to earn a buck! Give us a break?

Spider-Man: Are you trying to guilt trip me into ignoring your grand larceny?

Criminal: He can't take all of us!

Criminal: You're smaller than the other guy!

Criminal: Get 'im!

Criminal: Got somethin' for you!

Criminal: Come on kid, let's play.

Spider-Man: Thieves down. Now I can use the fob to find the car.

[Miles finds the car and calls the medic.]

Spider-Man: Hey there! I found your car - texting you the location.

EMT: Incredible! Hey - cops finally showed up here; I'll see if they'll drive me to you. Thanks again, Spider-Man. Gonna tell everyone to use your app! After I get some sleep!

Spider-Man: Glad I could help. Alright. Think my work here is done.

RECONNECTING

Phin: (calling) Miles, we still meeting today? Never got a text back from you.

Spider-Man: Oh - yeah! Sorry. Been wrapped up in my own stuff. But I'm free now-where?

Phin: Sweet - 78th and West End.

Spider-Man: 78th... by The Science Center? Why there?

Phin: You'll see - don't be late.

Spider-Man: 78th and West End… guess I'll find out what she means. Better hustle over.

Rio: Hola, m'hijo. I wanted to tell you: my favorite food truck will be at the rally tonight. Look out for a logo with a giant gyro.

Spider-Man: Oh, heh, okay thanks for the tip. Oh, Mom, I wanted to ask-- since you know everything going on in Harlem right now-- have you heard of the Underground?

Rio: Ahhh, yes, they've been vandalizing Roxxon property. And I think they've been recruiting kids around the neighborhood. Why? They didn't try to get you involved in their mess, did they?

Spider-Man: No, no, Uncle Aaron told me about 'em. Uh... oh, yeah... I, uh, ran into him at the subway stop by our house. Did you know he's working there?

Rio: No. You know I don't want you around him.

Spider-Man: But you and Dad never told me why I wasn't allowed to see him anymore. He used to come by our place all the time,

Rio: That's for Aaron to explain. Give me one second! Sorry honey, we're still setting up.

Spider-Man: It's all good. Go save the world Mom, one vote at a time.

Rio: Have I ever told you you're my favorite son?

Spider-Man: I've got steep competition. Love you, bye.

[Miles flies to the roof, where he is to meet Phin.]

Phin: Hey molasses-- up here! Fire escape's shakier than it used to be careful on the way up.

Miles: So this is why you wanted to meet here.

[Phin comes to the cover of the vent.]

Phin: Almost bailed, you took so long. Gimme a hand, it's stuck…

[Together they lift the lid and Phin takes out a small green box.]

Miles: Time capsule's seen better days.

Phin: You remember the combination?

Miles: Yeah it's uh… man it's uh…

[He is plunging in memories. Rick opens the same box using the code 0112.]

Rick Mason: You kidding me? Y'all gotta start remembering this code. Not always gonna be around to tell you.

Phin: We'll remember, we'll remember.

Rick Mason: "We'll remember," yeah, yeah… Good. Now, uh, what're you gonna put inside this bad boy?

Phin: Secret time capsule. Only Miles and I know.

Rick Mason: Boom! That's right. Keep it secret, keep it safe.

Miles: Hey Rick, you gonna take that job at Roxxon, or what?

Rick Mason: Why, you gonna take it if I don't?

Miles: Maybe. Waiting to see the offer.

Rick Mason: OK... competition, eh? Well, they're talkin' a good game. Want me to lead their clean energy group. And you know me -

Phin & Miles: Clean power'll save the world!

Rick Mason: I love my nerdy fan club.

[His phone rings.]

Rick Mason: Oh… speaking of the devil - Roxxon. Back in a sec.

Phin: You remember the code, right?

Miles: Um…

[The recollection ends.]

Miles: The Fibonacci sequence.

Phin: Nice. Our award!

Miles: I mean, our energy converter was pretty fire.

Phin: Truth. You think it's still on display at the Science Center?

Miles: Hope so.

[A photograph was stuck to the device lying in the box.]

Miles: Wow. Look at us. Goober central. Rick lookin' suave as ever, though.

Phin: Yeah...

Miles: Something going on with him? You guys fight or something?

Phin: No… no fight.

Miles: Phin…

Phin: It's fine.

Miles: …why did we really lose touch?

Phin: Crap. Now I'm late. I gotta go.

Miles: Hey: I feel like we both have stuff we're not sharing. Next time we hang… no secrets, OK?

Phin: Yeah. Hmm... maybe. If you're on time. See you soon, short stuff.

Miles: You know I'm taller than you now, right?

Phin: (points to her head) Not in here.

[Miles changes into his Spider-Man costume and sits on the water tower and reflects on the past.]

Spider-Man: Middle school graduation was bittersweet. Phin went to Midtown High, but I got into Brooklyn Visions. Said we'd stay in touch... but man, high school's like a whole new world. Man, it was so good to see Phin. I should find the other time capsules we hid. But... a little later. I gotta get home for Mom's rally. Good time to use this unlimited ride pass.

TIME TO RALLY

Ganke: Phone, check. Subway card, check. You got the house key?

Miles: Yeah, I got it.

Ganke: Come on, we're gonna be late! Hey! Oh, dude, I am so filling your suit with snow. Are you still wearing your suit?

Miles: Yeah, you know, just in case.

Ganke: It's gonna be fine. See, this is my favorite part of living in Harlem. Pop-up street fair, best food in the city, awesome music.

Miles: Yeah, this is pretty cool.

[He walks up to the girl drawing graffiti on the wall.]

Miles: That looks really cool.

Hailey: (in sign language) (Thank you.)

Miles: (in sign language) You're welcome.

[Hailey approaches Miles and he thinks she wants to kiss him, but really she just wants to take the paint.]

Miles: Oh -- sorry.

Ganke: I should take ASL with you next semester. I've basically already mastered español.

Steff: Honey, you're worrying too much. We've done all we could.

Miles: (Oh yeah? Since when?)

Ganke: Ha. Ha.

Miles: (sees a graffiti) Underground tag. What d'you think they'll do next?

Ganke: Hopefully: realize fighting Spider-Man is too much trouble and decide to go home.

Miles: Heh, if only.

Civilian: Good luck, Ms. Morales.

Rio: Thank you, Tim.

Ganke: Look. Roxxon's really into the "constant vigilance" thing, huh?

Miles: For real.

[Rio gets up on stage and starts talking to the crowd using a megaphone.]

Rio: (Good evening, neighbors.) Do you remember what we lost, when Roxxon bulldozed this block?

Ganke: Hey, you okay?

Miles: Yeah. It's just, last time we did one of these, my dad..

Rio: That was Paulo's Creamery, home of the best hand-rolled ice cream in New York City. And Junipero's Daycare.

Ganke: It'll be okay, man. Your mom's got people looking out for her

Rio: St. Thérèse's Church, whose choir...

Ganke: Plus, now you're Spider-

Miles: SHHHH. Hey!

Rio: Even now… Roxxon is transporting Nuform, its "experimental fuel," across the city… But they won't tell us the risks.

[The image on the screen flickers and fades away, replaced by a video broadcast. A mysterious masked figure, Tinkerer, head of the Underground gang, addresses the crowd.]

Mysterious Figure: This message is for Roxxon. The man you answer to, Simon Krieger, is a killer. This plaza is a monument to everything he's done. I won't let it open. The Underground will stop it.

[Several members of the Underground gang jump off the huge screen their boss is broadcasting on.]

Roxxon Security: We've got a situation here.

Underground: It's time!

Rio: Everyone stay calm!

Roxxon Security: Stay back!

Underground: Nowhere to run!

Roxxon Security: Weapons up!

Underground: You know what to do!

Underground: Let's do this.

Underground: Remember why we're here!

Ganke: They need you! I'll help your mom!

Underground: C'mon!

Roxxon Security: Stay back! I mean it!

[The Underground gang starts a fight with Roxxon. Ganke runs to Rio.]

Ganke: I got you.

[Miles, dressed as Spider-Man, flies in on his web, knocking down a member of the Underground gang.]

Underground: The Tinkerer said focus on Roxxon!

Underground: This isn't about you, Spider-Man!

Underground: Don't let Spider-Man leave!

Underground: Go after Roxxon!

Spider-Man: You attacked the wrong rally! I stopped you at the subway; I'll do it again!

[He gets a call from Ganke in the middle of a fight.]

Ganke: Miles, we made it home. Nadja's driving your mom to the hospital.

Spider-Man: What?! Is she okay?

Ganke: She hurt her arm when she fell. Don't worry, we're taking care of her. What about you?

Ganke: What's the Underground doing?

Spider-Man: This attack doesn't make sense. I thought they wanted Nuform, but there isn't any here. I have to figure out the Tinkerer's next move.

Ganke: Okay. I'm logging into your analytics. I'll help how I can.

Spider-Man: Good idea. And Ganke? Thanks for helping my mom.

Ganke: Anytime, man.

Spider-Man: Gonna stop you and your glowstick guns!

[A small earthquake happens.]

Spider-Man: What was that…

[Deftly swinging on the web, Miles flies in the direction from which the rumbling sound came. Apparently there was a massive explosion somewhere. His mother calls him.]

Rio: Miles! (Oh thank God) -- where are you?

Spider-Man: I'm... at home. But I can come to the hospital.

Rio: No, stay where it's safe.

Spider-Man: But you're hurt! What if something happens to you while I'm not there?!

Rio: M'hijo, this isn't like City Hall. We're all okay. You stay where it's safe, (understood)? I'll be back soon, and I'll even let you sign my cast.

Spider-Man: (OK, Ma. See you at home.)

Rio: (I love you.)

Aaron Davis: Miles, I saw what just went down at your mom's rally. You okay? Where are you?

Spider-Man: I'm headed to Braithwaite Bridge. There was an explosion.

Aaron Davis: Alright, but if Roxxon shows up, you run, got it? They'll look for someone to blame for all this, and it won't just be the Tinkerer.

Spider-Man: Okay. I'll be careful.

[Miles flies up to the bridge.]

Spider-Man: That explosion looked bad... I gotta hurry.

Ganke: Looks like the plaza was just a warmup.

Spider-Man: Or a distraction.

Roxxon Security: Go go go!

[Miles stands between the two fighting gangs.]

Spider-Man: Whoa whoa whoa! Let's not shoot each other, alright?

[From behind the Underground gang members emerges their leader, Tinkerer. Together with several of his fighters, he deftly takes out Miles.]

Tinkerer: We're after the Nuform. Ignore everything else.

[He rips open the truck with his powerful mechanical tentacles and goes inside. Tinkerer takes one of the Nuform energy pods.]

Tinkerer: Get rid of him. Then grab as much as you can carry.

[However, Miles manages to escape his grasp. He shoots a web into the capsule and fires an electric charge into it. The flow of energy burns the Tinkerer's mask.]

Tinkerer: The hell are you doing?!

Spider-Man: Phin...? No…

[Tinkerer throws Miles against the pod rack. They start releasing energy.]

Tinkerer: He's destabilizing it. Get down!

[The truck with Miles inside explodes and flies several meters into the air, but Miles' electrical abilities keep him alive. One of the fighters protects the Tinkerer with a shield.]

Tinkerer: Keep him busy.

[She runs away. Miles fights a large group of Underground gang members.]

Underground: He blew up the whole truck!

[During the fight, Miles gets a call from Ganke.]

Ganke: Miles, I saw the explosion. Are you okay?!

Spider-Man: I'm fine, but-- Did you see? The Tinkerer, it's Phin.

Ganke: Oh my God…

Spider-Man: I saw her today. If I'd just… if I'd just put everything together…

Ganke: This is not your fault, man.

Spider-Man: I was so happy to see her, I wasn't paying attention. I have to pay attention.

Underground: Can't fight us without the real Spider-Man!

Underground: The Nuform's gone! He destroyed it!

Spider-Man: The bridge is coming down…

Underground: Come down here and fight!

Spider-Man: I have to stop this…

Underground: You wont stop us!

Underground: The explosion was your fault! That wasn't our plan!

Underground: Oh my God, the bridge is falling!

Underground: We need to leave, now!

Underground: This is gonna hurt, Spider-Man!

Underground: You're no match for us!

Spider-Man: People are trapped over there-- I gotta finish this so I can help those people…

Ganke: Oh my god.

[The bridge begins to collapse. Miles grabs a webbing on the broken cable and goes after it.]

Spider-Man: No, no no! I gotta get people off the bridge. Before it comes down. The fire--! The bus!

Civilian: We can't get off!

Spider-Man: Everybody get out!

Civilian: Oh God, thank you!

Spider-Man: Don't worry! I got you!

Civilian: Oh God!

Spider-Man: No!

Civilian: Thank you.

Ganke: Those people; they're trapped!

Spider-Man: I've got an idea.

[He connects the crumbling bridge with more of his web.]

Spider-Man: Stick stick stick! I need something they can cross… Oh, no, no, no. I can stop this!

[He jumps to the broken web and grasps both ends with his bare hands. Miles now holds the collapsing bridge with his bare hands.]

Spider-Man: Just… a little... closer...! Just a little… No!

[People manage to escape to the other side except for one girl, who goes down. Miles catches her at the last second and, dodging many dangers, brings her to solid ground.]

Civilian: Spider-Man... thank you.

Spider-Man: I did this. My powers… I made it explode.

[Several Roxxon soldiers slowly approach him.]

Spider-Man: Everyone's safe. After the explosion, the bridge started to--

Roxxon Security: We've got eyes on the other Spider-Man, please advise.

Ganke: What's going on?

Spider-Man: I have no idea.

Roxxon Security: Copy.

[They raise their weapons.]

Spider-Man: No! No, I'm not your enemy.

Civilian: What're you doing?! He saved us!

Civilian: Hey, leave him alone! He's just a kid!

Civilian: I'm recording this!

Civilian: We're watching!

Civilian: Leave him alone!

Roxxon Security: You! Put that phone away, now!

Civilian: Yeah, I'm talking to you!

Roxxon Security: I said put that phone away!

Civilian: You guys are just bullies!

Civilian: Hey, get your hands off her!--

Civilian: Give him some space! C'mon!

Civilian: You can't kill Spider-Man!

Civilian: He saved us!

Roxxon Security: Leave now. This is your last warning.

Spider-Man: I saved them!

[Under the stress of impending death, Miles becomes... invisible.]

Roxxon Security: What the hell?! Where did he go?

Civilian: Oh my God.

Civilian: Did they push him?!

Civilian: What happened to him?

[Taking advantage of the moment of confusion, Miles flies away on his web.]

Spider-Man: What happened to Roxxon being "here for us"?! They were gonna shoot me! They didn't even listen!

Ganke: Are you okay?

Spider-Man: I don't know.

[The next day...]

JJJ: Here today is Simon Krieger, discussing the destruction of Braithwaite Bridge.

Simon Krieger: Look, I want to root for the new Spider-Man but his— wh-what did you call it, bio-electricity?---well, that cost us Roxxon property, and it destroyed a bridge! Roxxon had nearly dealt with the Underground when--

Ganke: This is messed up. That's not what happened!

[He turns the podcast off.]

Miles: Phin's the Tinkerer. She stole the Nuform. No idea why… and it's my fault the bridge blew up.

Ganke: No, it's not—

Rio: I'm headed to the campaign headquarters. You boys need anything while I'm out? I could pick up dulce de coco.

Miles: I thought you'd quit after last night?

Rio: Why would I quit? I said I'd fight for my home; I meant it.

Miles: You could've… You could've died.

Rio: Our family doesn't give up. You know that.

Miles: Mom! Dulce de coco (Coconut candy) would be great. If you don't mind.

Rio: I don't mind.

Miles: When I got powers, I thought I'd be able to fix anything, do anything, that Spider-Man does.

Ganke: Whenever you say "Spider-Man," you always mean the other one. You're Spider-Man. You can fix this… your way.

[He hands him a sketchbook. Together they decide how to redecorate his shabby costume from the recent battle. Miles even tries to drink coffee while hanging from the web, but it doesn't work :) After long and painstaking work, they come up with a new design, a slightly Venom-like costume with a red spider emblem on the chest. Miles tests it by flying around town.]

Spider-Man: What's up New York!

Ganke: Hey man, things are big time now, huh? Feels like people need Friendly Neighborhood now more than ever.

Spider-Man: We've gotta think of a shorter name. All the good apps are one word. Alright.

Peter: Finally got through...

Spider-Man: Oh uh, hey Pete. What's goin' on...

Peter: I saw the news. It was in Symkarian, so either “a bridge exploded” or "a bagel was fumigated," which doesn't make any sense in context… either way, I'm looking at flights. I can be back tomorrow night.

Spider-Man: No, don't do that! It's OK. I've figured out who's responsible and I'm going to stop them. I promise.

Peter: Okay, I trust you. But if you need help. I'll be on the first plane home/ Otherwise I'll see you when I get back in a few weeks, okay?

Spider-Man: Yeah, okay. Thanks. And good luck learning Symkarian.

Peter: Why are there seven different words for "bathroom?"

Ganke: OK boss, what's the plan?

Spider-Man: Phin's family has a repair shop in Midtown. She used to do all her work there - if I'm lucky, she still does.

Ganke: Wouldn't it be easier to just call her and... talk?

Spider-Man: I don't think so man. Seeing her on the bridge.. I don't know that person. I need to figure out why she's doing all this.

Ganke: Aight man. Do what you feel is right. Keep me posted.

JJJ: Folks, here we are again: a major disaster in our city. Explosions, a bridge collapse, weapons discharged amid rush-hour traffic. Thank heaven no lives were lost, but we can't be that lucky every time. What if this attack had happened a few days later, during the so-called "Storm of the Century" the 5 o'clock news won't stop jabbering about? From disaster to bedlam in a snap. Now, there's plenty of blame to go around, including to these Underground thugs. THAT BEING SAID: it'd be a dereliction of my DUTY if I didn't point out that The Underground's attack was little more than an armored car heist until Spider-Man's bratty little SIDEKICK showed up and tried to "HANDLE" things all on his own. What happened next? HE MADE THINGS WORSE! This new kid wants to be Spider-Man? Well, HE SURE IS LIVING UP TO THE NAME! Speaking of which, anyone notice that the ORIGINAL Spider-Man hasn't been seen lately? I think I know why! He's like the parent pretending that the kid melting down in the cereal aisle isn't theirs! BUT WE KNOW THE APPLE DOESN'T FALL FAR FROM THE WEB! WE KNOW IT! YOU'RE THE APPLE SPIDER-MAN!

Danika: Hey all, we're gonna be a little bit more serious today. If you were hurt in the Underground's attack on Roxxon Plaza, physically or emotionally, please, PLEASE get help. There's a list of resources on my blog. Switching topics: I'm pulling together an exposé on the Underground, and I need your help. If you have any information you can share, it could help us shine a light on a group that needs to be taken down. 'Til next time, stay safe, and remember your mental health is just as important as your physical health. Goodbye.

JJJ: Friends, today I'm gonna have to be the disappointed parent. Not because of Jared. He's actually doing a fine job, for a change. No, I'm disappointed that once again, some of you have allowed yourselves to be convinced that it's okay for a complete STRANGER with ZERO LEGAL AUTHORITY to parade around in a Halloween costume pretending to be some kind of savior! And once again, that misplaced faith has resulted in an unimaginable disaster. The truth is, it doesn't matter if you think Spider-Man is good. It doesn't even matter if HE thinks he's good. What matters is that every time something gets destroyed in this city, HE'S there. Or, now, his protégé is. Ask yourselves: with all these crises we've faced, can we really afford to deal with TWICE as many?! And where will it all end? Spider-Woman? Spider-Punk? SPIDER-PIG?! [Disgusted noise] While I vomit at THAT thought, enjoy these important messages from our fine sponsors. [Disgusted noise]

Danika: Hey, my buds, my dudes, my gal pals. As it New York wasn't exciting enough during the holidays there is now a tropical storm slash hurricane creeping it way up the coast. Oh yeah, just like that movie where the boat gets flipped over by a big wave. You know? Oh! Sorry, spoilers. Anyway, if this storm hits, a lot of people are gonna need help so now's a great time to donate to your local shelter. 'Til next time, remember to check your credit score annually. You get one free report per year, so be responsible. G'bye.

SOMEONE LEFT THE LIGHTS ON

[Miles flies to Rick's old lab.]

Spider-Man: Shop's all boarded up. Sad to see it like this… Should find a low profile way in.

[He jumps on the roof and carefully opens the window.]

Spider-Man: Don't wanna draw attention…

[He gently jumps into the equipment-laden lab and looks around.]

Spider-Man: [cough] Hello? Man, this place is dusty. No one's been here in a while. Rick's ESU textbooks. He took night classes so he could keep running the shop during the day. Guy was unstoppable. Someone left the lights on… Roxxon ID for "Ella Sterling"… but the photo is of Phin… Some kind of meds… GCSF… used for treating bone marrow decay… whose was this? Don't remember there being bricks here…

[He breaks through the wall with a punch.]

Spider-Man: OK. THIS is a secret room… Phin must've designed all the Underground's gear… Funny how we've both started wearing masks… Video file… from six months ago.

[He starts the video file. Phin and a coughing Rick appear on the screen.]

Phin: Running a test upload…

Rick Mason: Half my team is sick, but Krieger still won't admit it's Nuform. We need to do this tonight.

Phin: Let me. You sure we're ready?

Rick Mason: We have to be. They broke ground in Harlem today, ahead of schedule.

Phin: Poisoning the city to make a buck…

Rick Mason: They keep cutting corners, ignoring safety reports. I can't let them pervert my work like this, Phin.

Phin: Okay. First we flush the core, then we wipe all data. You're sure they can't just make more of this stuff?

Rick Mason: No, no, as long as we take out the backup supply in Jersey, too. But without me, they'll have no idea how Nuform works. Project'll be DOA.

Phin: I'll record us. Things go wrong, video uploads straight to the Bugle.

Rick Mason: Perfect.

Rick Mason: You ready to save New York?

Phin: Ready.

[The video ends.]

Spider-Man: There's a second video…

[Phin's face appears on the screen. She’s covered in blood.]

Phin: Ugh, damnit. No uploads. Phone must've been damaged… I won't let tonight be for nothing. (cries) I promise, Rick.

Spider-Man: They were trying to shut the Nuform project down, but something went wrong… Last known location of her phone. If I can track it -

[His abilities tell him that danger is approaching. Two of the Underground approach the lab. Miles tries to become invisible, but at the last moment his ability fails him.]

Spider-Man: Come on come on - Be invisible. Be invisible - [deep breath] Come on.

Underground: He cloaked! He can cloak?

Spider-Man: Straight up vanishing really freaked these guys out… Can't get the drop on 'em til they calm down.

Underground: Don't let Spider-Man near the computer!

Underground: Not gonna make this easy for you, Spider!

Underground: Spider-Man's still here!

Spider-Man: Must've tripped a silent alarm or something…

Underground: I saw something…

Underground: Spider-Man! It's Spider-Man!

Underground: Hey, get back down here!

Spider-Man: More friends joining the fun…

Underground: Stay sharp, he's in the air!

Underground: He's moving too fast!

Spider-Man: That one felt good.

Underground: Stay out of our way, Spider-Man!

Underground: Guys, over there!

Underground: Just give up already!

[Miles wins the fight.]

Spider-Man: OK. Back to that computer. If I can find Phin's phone, maybe I can understand what happened to Rick… and why she became the Tinkerer… there - got a location.

[He flies out of the lab. Someone looks at him go…]

Spider-Man: I should call Ganke, fill him in.

Ganke: Hey. Did you find anything in Phin's shop?

Spider-Man: Yeah. I know why she's doing all this. Something happened to her brother--something bad.

Ganke: Oh man.

Spider-Man: Rick was working at Roxxon. He was their lead scientist on Nuform.

Ganke: Whoa…

Spider-Man: And it looks like Nuform was making him sick.

Ganke: Simon Krieger's been telling everyone how safe it is…

Spider-Man: He's lying. Phin and her brother tried to shut down the prototype reactor, prevent further development.

Ganke: What happened?

Spider-Man: Don't know. Yet. Phin recorded the whole thing on her phone, but then she lost it inside the lab. I'm on my way to get it.

Ganke: Listen, I'm right here. Call if you need me.

Spider-Man: Will do.

CORPORATE ESPIONAGE

[Miles arrives at a tall black building with red lights around the edges, looking rather sinister. He sits down next to it and looks around. The building is heavily guarded.]

Spider-Man: Roxxon research labs. This is where the whole Nuform project got started. Phin's phone is in there somewhere.

[He notices a vent...]

Spider-Man: And I think I just found my way in… That vent has high voltage shielding. Wonder what powers it?

[He defeats several guards guarding the generator.]

Roxxon Security: Hey!

Roxxon Security: Putting him down!

Spider-Man: Okay. Now to get into the building. Absorbing energy fried the generator… can't believe that actually worked… And I'm in. Got it. Breaking into a lab full of armed guards--Christmas break sure is different this year. I should be at home, taking naps, playing a ton of videogames, and eating like a hundred Christmas cookies. Which way… The tracker said the phone was pretty far below ground level.

[He slowly descends on a spider web into a shaft that leads to the underground part of the building. There he hears the guards' voices and becomes invisible.]

Spider-Man: Uh-oh.

Roxxon Security: We got a report of a breach through the outer exhaust system-- if it's Underground, kill them. Spider-Man or Tinkerer, detain them.

[Miles bypasses the guards and enters a separate room where he is attacked from behind.]

Prowler: Hey, kid.

[Miles attacks him but to no avail.]

Prowler: [laughs]

Spider-Man: What’s so funny?

Prowler: Damn, Miles. For a skinny-ass kid-- You hit HARD.

[He takes off his mask.]

Spider-Man: Uncle Aaron? You're the Prowler?! My dad had a file on you.

Prowler: I know. And I bet you got a lot of questions right now, but we need to get out of here. You picked the wrong place to break into.

Spider-Man: I'm not leaving till I find what I came for.

Prowler: Listen, I did some work for Roxxon a while back. You don't want to mess with these guys. If we get caught in here…

Spider-Man: Then help me.

Prowler: Argh… stubborn as your father. Alright, but we do this MY way. I know a place I can access a security terminal, let you know what's coming. Remote mines. Use them if you get in a jam. Don't. Get. Caught.

[He takes his mask on and leaves. Miles continues to explore the lab.]

Prowler: (via radio) See that vent with the laser shielding?

Spider-Man: How'd you do that?

Prowler: (via radio) I've worked with systems like this before. Now focus.

Spider-Man: Looks like a good time to try out those remote mines.

Roxxon Security: Initiating sweep.

Roxxon Security: What's going on with the cameras? More power outages?

Prowler: So what is it you're looking for?

Spider-Man: A phone. I tracked the signal--it's coming from somewhere deep underground.

Prowler: (via radio) Lowest point in the building is at the bottom of the reactor silo.

Spider-Man: Then that's where I'm headed.

Roxxon Security: Stay out of this, Spider-Man!

Prowler: (via radio) Should be a vent in that room. Leads to a lab, then the reactor.

Spider-Man: Like a Nuform reactor?

Prowler: (via radio) S'what these schematics say, yeah.

[Miles notices Simon talking to a lab guy.]

Simon Krieger: Hey! Where's the Nuform I asked for?

Roxxon Lab Tech: Uh… We're trying to make more, but Mason didn't leave behind any notes.

Simon Krieger: And…

Roxxon Lab Tech: Well, I had heard that one canister of Nuform survived the, uh, incident on the bridge. Now, if we had access to that, I…

Simon Krieger: Don't you think that if I had it I would give it to you?

Roxxon Lab Tech: Yes, Mr. Krieger. I just want to make it clear that without that canister it will be impossible to hit the deadline, I—

Simon Krieger: SHUT UP! I am doing everything in my considerable power to find that canister. However, right now, it would help me for you to go back to your lab… ...and do your damn job!

Spider-Man: Krieger's on a deadline...

Prowler: (via radio) So you gonna tell me whose phone you're looking for?

Spider-Man: The Tinkerer's. You gonna tell me why you're stalking me?

Prowler: (via radio) To protect you. You should feel honored. I came outta retirement to watch your back.

Spider-Man: Can't believe my uncle's the Prowler...

Prowler: (via radio) And I can't believe my nephew's risking his neck for a phone. Let's get on with it.

Roxxon Security: Think we're secure...

Prowler: (via radio) You're close to the reactor prototype. Need to take these guys out.

Roxxon Security: Huh? Heard something move. Standby, I heard something. Code red - man down!

Roxxon Security: Hey!

Spider-Man: They look so peaceful knocked out.

Prowler: (via radio) Nice work.

Spider-Man: Thanks.

Prowler: (via radio) Silo's just on the other side of that blast shield. Use that terminal to open it up.

Spider-Man: With a Nuform reactor in each one. Nuform made Rick sick… I need to shut these down.

Prowler: (via radio) Focus-- get the phone and get outta there. Reactor's below. Powers this whole facility.

Spider-Man: Phone's all the way at the bottom. Looks like I need to figure out a way past that fan… ...and all those guys, too.

Prowler: Remember what I said--don't get caught.

[Miles scans the room, thinking through his actions as the place is full of armed guards. He begins to eliminate them one by one by moving stealthily through the ceiling.]

Roxxon Security: We don't get paid enough for this.

Spider-Man: Shhhhhh.

Spider-Man: (I liked that.)

Roxxon Security: We need another perimeter check.

Spider-Man: Another one bites the dust.

Spider-Man: Gotta watch out for spiders, man.

[He gets a call from his friend.]

Spider-Man: Hi Ganke.

Ganke: (via phone) Just calling to make sure you're not hurt or, y'know, dead.

Spider-Man: Ha. Thanks. Actually, I've got my Uncle here helping me,

Ganke: (via phone) The subway worker guy?

Spider-Man: Yeah… turns out he's also The Prowler. Long story.

Ganke: (via phone) Wait… THE Prowler? The thief who runs around in purple?

Spider-Man: Former thief. We're not partnering, it's just a one-time thing.

Ganke: (via phone) Your uncle's the Prowler.... that's a lot, man. Like a LOT a lot.

Spider-Man: I know. I gotta go, Ganke-- I'll fill you in later.

[He keeps eliminating the guards.]

Spider-Man: Here, take five. That'll leave a mark.

Prowler: (via radio) Be quick about this, nephew. I'm trying to shut down cameras and alarms to keep more of them from coming.

Spider-Man: Now for the wires.

[He breaks the huge fan in the center of the room and goes downstairs where he finds the phone.]

Spider-Man: Nice. Battery needs a charge.

[He uses his electrical abilities and charges his arm, after which he touches the phone.]

Spider-Man: Please don't explode… Nice. Okay-- camera. Video. Here it is.

[He's looking at a video clip, which we see in first person.]

Rick Mason: OK. Core dump's a two person job. You start the override here. I confirm it there. Step one in wiping Nuform from existence.

Phin: Any regret, destroying the thing you made?

Rick Mason: [coughing] You've seen me lately, right? Let's make the world safer.

Phin: Ready?

Rick Mason: Ready.

Phin: Triggering override in 3.... 2...

Rick Mason: Phin?

Phin: ...that wasn't me.

[Simon's face appears on the computer screen.]

Simon Krieger: Industrial sabotage, Rick, really? No one's gonna care about a few sick people uptown... or a dead engineer. You're just the cost of doing business.

[The core is uncovering. Rick stays under the protective dome and can't get out. Phin bangs on the protective screen in hysterics.]

Phin: No! No no no!

Rick Mason: I can stop it, I can stop this!

[Phin throws a chair at the protective screen, but to no avail.]

Phin: No! Ugh! Rick! Rick, no!

Rick Mason: Phin, don't look!

[A powerful stream of energy kills Rick and throws Phin away.]

Phin: (sobbing)

Simon Krieger: Someone else is in there - find out who!

[The guards enter the room and Phin drops the phone and runs away.]

Spider-Man: Rick was trying to save people--and Krieger killed him. I have to finish what they started. Uncle Aaron, can you unlock the reactor shielding from where you are?

Prowler: (via radio) Why? You got your phone now let's leave.

Spider-Man: That reactor killed my friend. It needs to be shut down. Permanently. I need your help, Unc. Please. Uh, Uncle Aaron…?!

Prowler: (via radio) OK. Stand back.

[He opens the core.]

Spider-Man: Thanks, Unc.

[Miles grabs hold of it...]

Spider-Man: Just like the generator outside… only… huge...

Prowler: (via radio) What're you doing?! Miles!

[Miles is thrown several meters away. A powerful electrical charge runs through his body, but he gets up and walks away. The discharges from his body destroy everything around him.]

Prowler: (via radio) You alright? You gotta get out of there, man. Can you move?

Spider-Man: Y… yeah...

Prowler: (via radio) Go down that hallway, now!

Spider-Man: I feel… real bad… right now… like it's… tearing me.

[He falls to his knees and drops his phone.]

Spider-Man: Argh… the phone… I can't hold... the energy...

Prowler: (via radio) Miles. Talk to me, kid. You alright?

Spider-Man: Ugh. I feel like I just got dropped out of a plane, but at least the reactor's disabled.

Prowler: (via radio) You're almost out.

[Miles' condition is improving.]

Spider-Man: Ugh. I really needed that phone. Now what am I gonna do?

Prowler: (via radio) C'mon kid, I can't get to you before Roxxon does.

Roxxon Security: Stand down! We're taking you into custody!

Prowler: (via radio) They've got orders to capture you.

Spider-Man: Why? What do they want?

Prowler: (via radio) Study you, interrogate you?

[Miles engages in a battle with heavily armed soldiers with shields.]

Roxxon Security: Engaging Spider-Man!

Roxxon Security: Take 'em out!

Roxxon Security: Stay out of this, Spider-Man!

Roxxon Security: We're authorized to use lethal force!

Prowler: (via radio) Ah, dammit!

Spider-Man: What? (You ready?)

Prowler: (via radio) Miles, I just got booted from the system. Gimme a minute--I'll get you out of there.

Spider-Man: Got it!

Roxxon Security: A few more and he's finished!

[Miles lets The Prowler in, opening the door for him.]

Prowler: (via radio) Let's go--before more of 'em show up.

Spider-Man: Whoa… that was super-cool cloaking tech, how does it--work?

Prowler: You take the left, I'll take the right. This is bad, Miles. Real bad.

Spider-Man: Don't worry, we can take these guys.

Prowler: Oh, I ain't worried about that. I'm worried about AFTER we get out of here. We're both on Krieger's short list now… Damn kid, you're making me look bad!

Spider-Man: Not hard to do!

Roxxon Security: Got him in my sights!

Prowler: Man, look at you go!

Roxxon Security: Put down your weapons!

Roxxon Security: Neutralize Spider-Man!

Roxxon Security: Get clear!

Spider-Man: What does that matter?

Prowler: You'll see. Just keep fighting! Okay, train's almost here-- get ready! Through the hole-- hurry!

[They descend into a subway shaft and jump onto a moving train. Prowler and Spider-Man take off their masks.]

Prowler: You need to lay low. Don't trust anybody, and don't take off that mask. Wait til Roxxon finds a better target.

Miles: I can't lay low. I still need to find Phin…

Prowler: Your friend's the Tinkerer... no wonder you care so much about this.

Miles: It's not just that! I'm--protecting New York is my job.

Prowler: Use Phin. Tell her you want to join the Underground.

Miles: You just told me don't take off the mask.

Prowler: Don't tell her you're Spider-Man! Go to her as a friend.

Miles: No, she's too smart for that.

Prowler: You'd be surprised. People get stupid when they care about someone. Like you're being stupid now.

Miles: If I told her the truth…

Prowler: I told your dad the truth. Thought he'd have my back, I hoped he would be my brother and all. Instead he cut me out. If I'd kept my mouth shut, maybe I'd still have a family. You know what you have to do.

[The train pulls out of the tunnel and Miles jumps onto the building. He puts on his mask.]

Spider-Man: Okay, I should... call Phin? No, no, I've got time to… check on the city. Yeah.

Ganke: (via phone) Miles! You know how many followers you've gained since the app went live? It's crazy. I've been running some numbers, and I know you said no to ads before, but maybe we could reconsider--

Spider-Man: No.

Ganke: (via phone) Right. No. Of course not. I'm just saying. So, did you find Phin's phone?

Spider-Man: Yeah, but uh… it melted after I absorbed energy from a Nuform reactor.

Ganke: (via phone) What?! How are you not dead?

Spider-Man: Felt like I was for a minute there. But then I released all the energy in a kind of a mini-explosion. Luckily I didn't bring down the whole lab.

Ganke: (via phone) Man, I gotta start taking notes on all your new powers. So what's the plan now?

Spider-Man: Uncle Aaron thinks I should tell Phin I want to join the Underground. Then I can take the Nuform so she doesn't use it for... whatever.

Ganke: (via phone) Whoa, like lie to her face?

Spider-Man: Yeeeeah. But I don't have any other leads.

Ganke: (via phone) You know what we need?

Spider-Man: Don't say a pros-and-cons list--

Ganke: (via phone) A pros-and-cons list, exactly.

Spider-Man: I gotta make a move, man.

Ganke: (via phone) I guess. Well, good luck. Call if you need me.

Spider-Man: Unc said I should tell Phin I want to join the Underground… but I don't know. Man, I can't think about this. I gotta go on patrol.

[For a while, Miles flies around town and beats up criminals.]

Spider-Man: Okay, I gotta do it. This looks like one of Roxxon's secret labs. Should text Ganke.

[It enters the laboratory through the ventilation.]

Spider-Man: Yep, this is it.

Ganke: (via phone) Hey, got your text. Good news: I can access Roxxon's security through the signals your suit is picking up.

Roxxon Security: Jerry, you there?

Ganke: (via phone) I'm in! Roxxon security, you're mine. I can open that door for you, but it needs power. Got it. I'm opening the door. Hey, I found something while I was poking around security. This is the lab where they noticed people were getting sick around Nuform.

Spider-Man: Did anyone say "hey, maybe we should rethink this whole Nuform thing"?

Ganke: (via phone) Yeah. Rick Mason.

Spider-Man: Oh… Good thing we're shutting this place down.

Ganke: (via phone) And not a moment too soon.

Spider-Man: What's in here? Looks like… security? Where they dumped stuff they've confiscated.

[He begins to fight a large crowd of guards.]

Roxxon Security: He just...

Roxxon Security: Take 'em out!

Roxxon Security: Engaging Spider-Man!

Roxxon Security: Neutralizing Spider-Man!

Roxxon Security: Keep him grounded!

Roxxon Security: That hurt him!

Roxxon Security: Quit moving!

Rexxon Security: We're losing too many men - dig in!

Roxxon Security: Detain him!

Roxxon Security: Ground him!

Roxxon Security: Stay out of this, Spider-Man!

Roxxon Security: Taking aim!

Roxxon Security: Head to the main floor!

Roxxon Security: Copy!

Spider-Man: You all need to get out of here! The reactor's not safe!

Roxxon Security: We're authorized to use lethal force!

Spider-Man: I gotta shut down this lab. Whatever it takes.

Roxxon Security: Our orders are to detain Spider-Man!

Roxxon Security: Put Spider-Man down, now! Use everything you've got!

Roxxon Security: Get clear!

Roxxon Security: Surrender - now!

Roxxon Security: Hostile's in the air!

Roxxon Security: Target is hostile!

Roxxon Security: You shouldn't’ve come here!

Roxxon Security: Stand down, final warning!

Roxxon Security: We're in trouble here!

Roxon Security: Keep him out of the air!

Roxxon Security: Need a medic! Unit down!

Spider-Man: Here, catch! That's everybody. Time to drain the reactor.

[It touches the core in the center of the room.]

Spider-Man: That… will never not suck.

Ganke: (via phone) That powered the lab down. You should probably get out of there. Through that office.

Spider-Man: Could see if there's some Roxxon dirt in that computer before I head out...

Simon Krieger: (on record) Hey Roxxon, there is a rumor going around that Nuform makes our people sick. Now c'mon, guys, of course that's not happening. And if it were, we would take care of you. Without you, nothing gets made. No Nuform, no plaza, and no future. I gotta tell you guys, that future, right now, is at risk. So before you decide to spread what's really just a malicious lie, think again. We cool? Remember, we're here for you.

Spider-Man: Sometimes it feels like Krieger's competing on "America's Most Evil".

[He climbs into the vent and calls his friend.]

Spider-Man: Thanks for your help in there. Fighting Roxxon's no joke.

Ganke: (via phone) I don't know. The Underground made it their favorite pastime.

Spider-Man: Heh, true.

Ganke: (via phone) Seriously though, what kind of a friend would be if I didn't help shut down the occasional toxic fuel reactor?

[Miles climbs out of the building and into town.]

Spider-Man: Okay. I gotta do it. Call Phin, get her to let me in the Underground.

[While flying over the city he receives a call from Phin.]

Phin: (via phone) Hey, Miles. You okay?

[Miles can't find anything to answer her and suddenly notices another secret laboratory. He quickly drops her call and calls his friend.]

Spider-Man: Ganke, I'm at the Roxxon lab in Chinatown. Can you access their security?

Ganke: (via phone) You betcha.

[Miles finds a secret entrance. It is located in the garage.]

Spider-Man: Got it.

[Miles crawls under the car and opens the hatch that leads to the lab.]

Spider-Man: Down there. I'm here.

Ganke: (via phone) And I'm on their network. I can see what you see and all the wiring in the lab.

Spider-Man: Nice. Let's shut this place down. Might be something behind that door… Let's see what we've got here… Ganke, you ready to pop this door open once power it up?

Ganke: (via phone) Ready and waiting.

[Miles shoots a discharge of electricity into the generator.]

Spider-Man: Did that do it?

Ganke: (via phone) Yup, and I got it unlocked.

[Miles walks through the door and enters the lab itself, which is pretty heavily guarded.]

Spider-Man: There's a Nuform reactor powering this place. Just gotta drain it.

Ganke: You should be able to find it on the ground floor straight ahead.

[Miles crawls neatly across the roof and uses his web to move around. He eavesdrops on the guards' conversations.]

Roxxon Security: You see the latest quarterly report?

Roxxon Security: I don't read that stuff, and I don't know why you do.

Roxxon Security: I want evidence, in case the Nuform… you know. Makes me sick. I've read about Chernobyl, Three Mile Island. It's not that different.

Roxxon Security: I wouldn't say that while I was on duty, if I were you.

Roxxon Security: Standby, might have something. Spider-Man's here - engage on sight!

[The fight begins!]

Roxxon Security: Eyes up, I found webs!

Spider-man: Lights out for you!

Roxxon Security: Cover my six.

Spider-Man: Huh. Easier than I thought.

Roxxon Security: Hang on - I heard something. Think I've got movement. We'll flush him out!

Spider-Man: (I liked that.)

Roxxon Security: Man down!

Roxxon Security: Got visual on Spider-Man!

Roxxon Security: He could be anywhere!

Roxxon Security: Engaging hostile!

Roxxon Security: Got eyes on target!

Roxxon Security: Target is hostile!

Roxxon Security: Ground him!

Roxxon Security: Check on bravo team and see what's the problem!

Spider-Man: The problem is your nasty Nuform reactor. The solution is me wrecking it.

Roxxon Security: Taking you down, Spider-Man!

Ganke: (via phone) Hey man, found some heavily-redacted-but-still-legible files.

Spider-Man: Nothing we could use to expose them, right?

Ganke: (via phone) Nope. It's a bunch of tests confirming Nuform gets explosive when exposed to electricity.

Spider-Man: Like my Venom.

Ganke: (via phone) Like any stray spark. I mean, it makes gasoline look like lemonade. Uh, that simile worked better in my head.

Spider-Man: I got it. Once again, Nuform's way more dangerous than Roxxon wants to admit.

Roxxon Security: You shouldn't’ve come here!

Roxxon Security: It's Spider-Man! Lay him out!

Roxxon Security: Stand down, final warning!

Roxxon Security: He's in my sights!

Roxxon Security: Need a medic!

Roxxon Security: Get him back down here!

Roxxon Security: Engaging Spider-Man!

Roxxon Security: Detain him!

Roxxon Security: Bring him down!

[Miles wins the fight.]

Spider-Man: Cleared out the guards. Now for the reactor.

[Miles touches a huge glowing hemisphere rising from the floor and receives a huge discharge of electricity. Collecting this charge Miles releases it.]

Spider-Man: Not… that... bad. Ugh.

Ganke: (via phone) Security shutters are open. You know what to do.

Spider-Man: Hm, probably worth looking around here.

[He digs into the lab's main computer and hears another recording made by Simon.]

Simon Krieger: (on record) Dear Roxxon employees, as thanks for your hard work, we put together a little gift package. So get ready to look cool in some killer Roxxon swag. Oh, wait ‘til you guys see these sunglasses. We got tickets to our holiday gala, and even, wait for it, complimentary enrollment into our coaching program. Boom! Hey, maybe I'll see you in class. Remember, we're here for you.

Spider-Man: Yeah, "we're here for you, unless Nuform wrecks you."

[He jumps into the vent and starts crawling through it.]

Ganke: (via phone) Can you imagine telling yourself a year ago that we'd be taking down an evil energy company together?

Spider-Man: Honestly… no.

Ganke: (via phone) We've gone from making batteries in chemistry to you becoming a human battery.

Spider-Man: It's wild, dude. Can't wait to see where we go from here.

[Miles is out on the town.]

Spider-Man: Okay. I gotta do it. Call Phin, get her to let me in the Underground.

[He calls Phin.]

Phin: (via phone) Hey, Miles. You okay?

Spider-Man: Uh yeah, why would you say that?

Phin: (via phone) Oh, uh, I saw the news about your Mom's rally.

[Miles hangs up again after noticing another secret laboratory.]

Spider-Man: Hey Ganke, I'm at another Roxxon lab.

Ganke: (via phone) Cool, let's shut down another reactor!

Spider-Man: Yes! I'm inside. How about you?

Ganke: (via phone) Just got through their security. Their firewalls really are garbage.

Spider-Man: How do I get in?

Ganke: (via phone) Door's down the stairs. Same deal as before you power it and I'll open it.

Spider-Man: Powering up things is my specialty.

[Miles uses an electrified web to power up the door.]

Spider-Man: Almost there.

Ganke: That did it. Overriding the lock… done.

[Miles gets into a guarded part of the lab.]

Roxxon Security: Man, I thought that environmental impact report was gonna kill us.

Roxxon Security: We've got friends on city council.

Roxxon Security: Bet Roxxon's elite are nervous about the election coming up.

Roxxon Security: You wanna watch a bunch of heads explode, walk into a board meeting and mention the election.

Spider-Man: They look so peaceful knocked out.

Roxxon Security: No, what happened?

Roxxon Security: Bet Krieger didn't like that.

Roxxon Security: All quiet so far… What was that?

Roxxon Security: Wonder if those contractors are gonna show up today.

Roxxon Security: Hang on, I got something. Code blue! Spider-Man is here!

Spider-Man: Ha! Knew I could do it!

Roxxon Security: Code Blue, secure Spider-Man immediately!

Roxxon Security: Someone get eyes on him!

Spider-Man: Lights out for you.

Roxxon Security: Keep moving - stay ready to engage!

Roxxon Security: Taking aim!

Roxxon Security: Did you feel that? What is that thing?

Roxxon Security: Engaging Spider-Man!

Roxxon Security: You're authorized to use lethal farce--figure out what's going on!

Roxxon Security: Copy, captain.

Roxxon Security: Got a bead on him!

Ganke: (via phone) Oh man, so this lab is all about manufacturing research to "vet" Nuform and cover up how dangerous it is.

Spider-Man: So people keep thinking Nuform's safe.

Spider-Man: Man, how do people like Simon Krieger sleep at night?

Ganke: (via phone) Probably has one of those machines that plays sounds of the ocean. To drown out his conscience.

Roxxon Security: Neutralize Spider-Man!

Roxxon Security: Spider-Man's here! Don't let him walk out!

Spider-Man: This yours?

Roxxon Security: Engaging Spider-Man!

Roxoxon Security: Stay out of this, Spider-Man!

Roxxon Security: Look out!

Roxxon Security: You'll pay for that!

Roxxon Security: Grenade out - get clear!

Roxxon Security: Weapons free!

[Miles defeats all the guards and opens the reactor hemisphere.]

Spider-Man: Okay. Have to keep the reactor from hurting anyone else and shut it down for good.

Ganke: (via phone) You've absorbed a lot of Nuform... this isn't gonna give your kids three eyes or something is it?

[Miles touches the hemisphere and absorbs the energy.]

Spider-Man: Never… gets easier…

Ganke: (via phone) Lab's powered down. Upstairs is your way out.

Spider-Man: Might be something useful on that computer…

[He presses a few buttons on the keyboard and he hears Simon's voice.]

Simon Krieger: (on record) Roxxon rockstars! How cool does it feel to be building the future every single day? Huh? Well, it'll feel a lot less cool if we get shut down because of an ill-timed leak. Information security is vital to our survival. So, from here on out, I'll need all employees to surrender phones, laptops, any other communication devices upon entry. Cool? Good. Remember, we're here for you.

[Miles jumps into the vent and lands next to a spinning fan which he stops with his web.]

Spider-Man: Oh whoa, glad I didn't land in the middle of that.

Ganke: (via phone) Y'know, I figured you'd have enemies as Spider-Man.

Ganke: (via phone) I didn't think Roxxon would be one of them.

Spider-Man: Yeah, they're way more corrupt than I thought…

[He jumps out into the street and flies around town on his web.]

Ganke: (via phone) We'll figure out a way to expose Roxxon. Without going the Underground route. Couldn't take on an evil conglomerate without you. Thanks, man. Talk soon.

[Miles decides to call his girlfriend for the third time!]

Spider-Man: OK, I'm back. Whatchu got?

Phin: (via phone) Oh, uh, I saw the news about your Mom's rally.

Spider-Man: We're fine. Do you have time to get coffee, maybe?

Phin: (via phone) I can make time. There's a place on Edison, near Fisk Tower. They don't do foam art, but people don't take pictures of their lattes, so… worth it.

Spider-Man: Okay. Meet you there. (sigh) Okay, halfway into infiltrating a dangerous group of criminals. Cool cool.

[He listens to a new podcast by Danika.]

Danika: Hey, friends. Apparently Mr. Jameson heard that I'm, and I am quoting his producer here, "a Spider-Man stan." So, now he's demanding I debate him. Jameson is a trained debater, and he's an accomplished journalist. So, even if I'm right, that doesn't mean I can win. Sometimes, it's not about the truth. It's about being the one who talks the most. Or the loudest. But look, this debate is going to happen. I couldn't live with myself if I didn't try. And, hey, maybe we'll all learn something. Next week, I'll post an edited version of the debate with Triple-J, with the full transcript on my blog. But until then, remember to invest in blue-light filters if screens give you headaches. Bye!

UNDERGROUND UNDERCOVER

[Miles lands on the roof and changes into his usual clothes after which he meets Phin at the cafe.]

Phin: I was really glad you called. I needed a break.

Miles: From what?

Phin: Oh, just… stuff.

Miles: So, uh, I went to your folks' old shop. Thought you might be there. Looked like there might have been some kind of fight just before I got there… I went inside, looked around. Found out about Rick. I'm so sorry.

Phin: What else did you find out?

Miles: I want to help you. But you gotta talk to me.

Phin: I'm really sorry your mom got hurt at her rally. If that new Spider-Man hadn't shown up everyone would have been fine. Please don't try to talk me out of this.

Miles: Okay.

Phin: Good.

Phin: So. That's my big secret. That's why I've been so busy. What's your excuse?

Miles: Uh… Well, school… Volunteering at F.E.A.S.T.

Phin: Pft. You're always busy with stuff like that. What's the real reason?

Miles: The real reason is… I've been taking on a lot more responsibilities than I can handle lately. Made me push my friends away. But I'm here to fix that. Maybe I could join your… club? Crew? Team?

Phin: Uh, I don't know...

Miles: Y'know, Rick was--he was the best. I get why you're doing this. If you want my help, I'm all in. If not, no worries, your secret's safe with me.

Phin: You're a good friend, Miles.

Phin: Okay, let's go.

[They go out on the roof of the building.]

Miles: Where? You know I'm not good with heights.

Phin: You'll be fine, I'll be watching. You'll need to prove yourself to the Underground, I'll show you how when we get to Fisk Tower.

[Miles follows his girlfriend.]

Miles: You're set up in the Kingpin's office space?

Phin: After he went to prison, the feds seized his property. They haven't gotten around to selling it, so we moved in.

Miles: How'd you get involved in all this? The Underground, the Tinkerer...?

Phin: "Tinkerer's" a nod to my role. I built everything: the masks, the weapons...

Miles: Programmable matter.

Phin: Right. The Underground tried to rob my granddad's shop and saw what I was working on. We made a deal.

Miles: I know you're after Krieger, but what do they get out of it? Besides guns.

Phin: Notoriety. They want to be so well-known, they can get away with anything.

Miles: And you're good with that.

Phin: I can't take on Roxxon alone. Come on. You need to jump from the crane to the balcony. Show them you're fearless.

Miles: They're watching?

Phin: Through the windows. You have to do this. Come on. You'll be fine.

[They climb up the crane's boom. Phin walks along the thin edge of the boom over the abyss.]

Miles: (to himself) Gotta do this without giving away I'm Spider-Man. C'mon Miles... make it look good.

[He follows his girlfriend. They approach the far edge of the boom. Phin jumps over to the next building. Miles jumps too, pretends he didn't make it and clings to the edge. Phin helps him climb.]

Phin: Gotcha.

Miles: So am I officially in the club now?

Phin: Sure. But watch your back. These guys take a while to warm up to new people.

[They go inside the building.]

Phin: Here it is, where the plan comes together.

Miles: So, your plan. How does Nuform fit in? Krieger's saying you stole a shipment.

[Phin's voice changes into Tinkerer's robotic voice.]

Phin: I stole one canister. I’m making some adjustments—don't worry about it. Take today to settle in.

Miles: Right.

Underground: Good. You're back. Gavin needs you.

Phin: Not now. We've got a new recruit.

Underground: Tch. Fine.

Underground: Wonder how strong these weapons really are.

Miles: Oh man. You built all these?

Phin: Yeah. Long as the new weapons keep coming, the Underground stay loyal.

Miles: Is that a programmable matter sword?

Phin: New enemies, new solutions.

Miles: You mean Spider-Man, right?

Phin: This week's most unwelcome surprise.

Underground: She's not gonna show him downstairs, right?

Phin: How many times do I have to explain it to him. Miles, I need to deal with something. Hang here, OK?

Miles: Oh yeah. Sure.

Underground: After Roxxon goes down, nobody will mess with us...

Miles: (to himself) Now's my chance. Gotta figure out where she's keeping the Nuform. Might be able to find some clues in here. This stuff from… Martin Li’s gang?

Underground: Yeah. Trophies. Hard to believe we were nobodies a year ago… Gotta establish dominance, if we're gonna replace Fisk and run New York. Finally getting the respect we deserve.

Miles: These guys are well-trained if they took down the Demons. Wonder where they train…

[He finds several monitors connected together which show a huge picture of Wilson Fisk with a mustache and horns drawn on it. Infantilism breaks every conceivable limit.]

Miles: Hoo - Fisk would not like this…

Underground: Heh. Guy had secrets and trap doors all over this place. We cracked 'em all. We own Fisk Tower now.

Miles: Secret rooms… good place to hide a deadly fuel source… Bridge attack's getting the Underground a lot of press...

Underground: Gotta grow that rep. Ask me, we should be focusin' on PR, not lugging around this Nuform crap.

Miles: "Lugging it around..." maybe they brought it here… That's a lot of cash…

Underground: Even more downstairs. Old man's basically funding us, whether he likes it or not.

Underground: We're gonna change the game in this city…

Miles: More downstairs… that sounds promising. Hmm. They might using Fisk's secret rooms, on the ground level...

Underground: Break time's over, kids. Group 2, head downstairs for training!

Miles: Sounds like where I need to go.

Underground: Feel like I've seen this guy somewhere.

Miles: Gotta update Ganke…

[He texts him.]

Miles - I’m inside…

Ganke - What’s your plan?

Miles - ¯\_(ツ)_/¯

Ganke - Dude. Time to suit up.

Underground: Can't wait to see that place burn...

Underground: Stupid bridge.

Phin: Who are you texting?

Miles: Uh, my mom. Yeah. She needs me at home.

Phin: Right now? Really?

Miles: Yeah. Her wrist is in a cast--I need to help with dinner.

Phin: Did you tell her I'm...?

[Miles shakes his head slightly.]

Phin: Thanks. You can head out that way. See you back here soon?

Miles: Definitely.

[Phin jumps off the building using her anti-gravity boots. Miles goes into another room and changes into his Spider-Man costume. He jumps into the vent.]

Spider-Man: Let's see if they keep their secrets downstairs. Ganke, I'm in the vents.

Ganke: (via phone) Nice! Did you find out where they're hiding the Nuform?

Spider-Man: Not yet, but I saw Phin head toward the basement, so I'm gonna try and follow her.

Ganke: (via phone) Hey, when you're crawling through vents, do you ever feel like you're in a movie and start humming suspenseful music to yourself? And then think about getting caught and put into a cell suspended over an alligator pit, and then making a bomb out of gum wrappers to escape?!

Spider-Man: Wait, what? No!

Ganke: (via phone) Cool. Just curious.

Spider-Man: Okay. I'm in the atrium. Need to shut down some Underground training exercises; then I'll look for a secret room.

[He attacks members of the Underground gang.]

Spider-Man: Another one bites the dust.

Underground: Guys, pay attention!

Spider-Man: Wish it was always this easy...

Underground: Webs- has to be the new Spider-Man!

Underground: It's that new Spider-Man! Get him!

Underground: Stay on him!

Underground: What are you waiting for - ground him!

Underground: We'll kill you!

Spider-Man: Take… that!

Underground: Get him on the ground!

Underground: Gonna wreck you, Spider-Man!

Underground: Ground him!

Underground: You're gonna regret that!

Underground: He got one of us!

Underground: Not gonna lose to you, Spider-Man!

Underground: Goin' down, Spider-Man!

Underground: You can't beat all of us, not alone!

[Miles wins the fight.]

Spider-Man: Okay. Still no sign of Phin.

Ganke: (via phone) She must have gone somewhere. I read this interview with Fisk where he said he loved 'art with a purpose.'

Spider-Man: What does that mean?

Ganke: (via phone) I don't know. But they also found a bunch of secret passages in his house hidden behind art. So...

Spider-Man: ...yeah, gotcha… I'm looking...

[He shoots a web at the sword of the samurai statue standing in the center of the hall and makes it spin. The statue moves away with the pedestal.]

Spider-Man: Hey, I think I got something. Whoa--secret stairs! Goes deep.

Ganke: (via phone) Lots of mob bosses have secret exits like this. Wonder if Fisk planned to use it when the other Spider-Man came for him.

Spider-Man: He should've built a faster elevator. Maybe he would've gotten away.

Ganke: (via phone) Let's not start giving the supervillains ideas, cool?

[When Miles crawls out of the elevator, he begins to follow three members of the Underground gang walking down the hallway.]

Underground: You just hear all that noise in the atrium? Must be a hell of a training exercise today.

Underground: --I know you don't wanna talk to her about it, but three people got sick after the bridge. Three!

Underground: We know how dangerous Nuform is--

Underground: But if we're getting sick, too…

Underground: You can't hack it, you can get out. The doesn't have time for weaklings.

Spider-Man: You hearing this? Nuform's making the Underground sick, too. They're so… callous about it.

[Miles follows the three gang members to a secret bunker where Phin is waiting for them. He climbs the wall to eavesdrop on the conversation.]

Phin: You moved the Nuform? Safely?

Spider-Man: (sigh) Ganke. They moved the Nuform.

Underground: We're not sure if the canister's safe. It was hot, buzzing, like it’s unstable.

Phin: It's that new Spider-Man; his powers messed with the structure. Tell everyone not to touch it.

Spider-Man: Their hideouts. Nuform's gotta be in one of them.

Ganke: I need a clearer picture; then I can narrow it down.

[Miles becomes invisible and quietly descends on a web to the table where Phin and her subordinates are standing.]

Underground: We don't know enough about this stuff! What it is, where it came from--

Phin: My brother created Nuform. Chief chemist. And Roxxon killed him.

[Meanwhile, Miles goes through the documents on the table and photographs them while remaining invisible. One of the documents sticks to his hand and falls off the table. Phin turns toward him and Miles has to cover his mouth with the palm of his hand to keep from giving himself away. Phin looks right at him and doesn't notice.]

Phin: I won't stop until Roxxon's gone. Are you with me?

Underground: You know we are.

Phin: Good.

[She activates her mask.]

Tinkerer: I need power. Generators, car batteries, whatever you can find. Bring them to the theater…

[They leave the room and Miles is relieved to jump down, turning off his invisibility. At that moment another girl from the gang approaches him from behind.]

Underground: Spid--

[She immediately attacks him with her sword. Miles absorbs the energy of the sword and throws the girl back. Several other gang members come to the rescue.]

Ganke: (via phone) Whoa! Is that a new move?!

Spider-Man: Man I don't even know what I did... but it worked!

Ganke: (via phone) OK - you do you, I'm gonna research the map you found, see what dots I can connect.

Spider-Man: Cool. I'ma keep shocking guys.

Underground: He's weak, keep on him!

Underground: You wont stop us!

Spider-Man: I can finally check "fight in a mob vault" off my bucket list.

Underground: You're no match for us!

Underground: Don't just hide! Fight me!

[Miles wins the fight.]

Ganke: (via phone) I cleaned up that photo you took of the map. Looks like the Underground are squatting in old Fisk construction sites.

Spider-Man: What about a theater? Phin mentioned one.

Ganke: (via phone) A theater, huh? That's…

Spider-Man: Don't say it, Ganke...

Ganke: (via phone) Dramatic.

Spider-Man: You said it.

Ganke: That'd be the Gem Theater.

[Miles goes out into the city.]

Spider-Man: Sounds like that's where she hid the Nuform, so that's my next stop.

Ganke: (via phone) If you're headed to the theater, I'm all in. If you're gonna check out those Underground hideouts first, I know someone who can help.

Spider-Man: Cool. I'll add the hideouts to my to-do list and hit you up when I get to the theater.

Ganke: (via phone) I'll be here, trying to figure out why Speed Nonagon keeps crashing.

Spider-Man: Phin's not meeting the Underground at the Gem 'til later tonight. I probably have some time to check the app, or whatever else needs doing. I should get back to lookin' for the Nuform. Time to hit the theater.

Underground: These weapons…

Underground: Never thought I'd have something like this.

Ganke: (via phone) Hey Miles, remember when I said knew someone who's looking into the Underground? She's on the line.

CURTAIN CALL

[Miles flies the web to the theater.]

Spider-Man: You were right, Ganke. Underground are everywhere.

Ganke: (via phone) You might say they're... overground.

Spider-Man: Ooof. Keep working on that one.

[Miles climbs onto the roof and approaches a hatch, which turns out to be electrified.]

Spider-Man: Barrier's electrified… OW! And not friendly.

Ganke: Your suit says that was THREE HUNDRED kilojoules - how is that just "ow"??

Spider-Man: Benefits of bioelectricity, I guess. Power can't be supplied all locally…

[He starts looking for the power source of the barrier.]

Ganke: (via phone) Any sign of the power source?

Spider-Man: Several. Bet these cables lead the way.

Ganke: (via phone) Electrified barrier is next-level. Maybe they got nervous after someone infiltrated Fisk Tower.

Spider-Man: Who'd do thaaaaat…

Underground: Underground's really hit the next level…

Underground: Standing around isn't what I signed up for.

Underground: I know for a fact he didn't train with that hammer.

Underground: And our caches keep going missing.

Spider-Man: Another one bites the dust.

Underground: Can't believe we had to abandon Fisk Tower.

Underground: Security totally fell apart.

Underground: No idea how Spider-Man got in.

Underground: Allan, what's your status?

Spider-Man: If you give me the Nuform, we can skip this part! Got 'em. Now I gotta drain that generator. Alright, drained it, feeling good. Now for the others.

Underground: You remember what it was like before Tinkerer showed up?

Underground: Disorganized, always fighting to survive.

Underground: We've gotta stop him!

Underground: What the heck?!

Underground: Gonna wreck you, Spider-Man!

Spider-Man: Cool cool, chipping away.

Underground: Did you really blow up a club last night?

Underground: Crappy little bar near Braithwaite Bridge.

Underground: No one was inside.

Underground: Lot of Roxxon guys go there or something?

Underground: No, but Tinkerer wanted a diversion while you all hit that Roxxon truck.

Underground: Nice. Yeah, the truck was stuffed with cash. Fresh from the bank.

Underground: Spider-Man's around here somewhere - call out if you see him!

Underground: What's over there?

Underground: What is that?!

Underground: I'll find Spider-Man, just give me a minute,

Underground: What's over there?

Underground: Hello?

Underground: Come on, Spider-Man! Fight

Underground: Quit hiding, Spider-Man!

Underground: Hey, I need some help!

Underground: I'm gonna find you, Spider-Man!

Spider-Man: Bet you didn't see that coming.

Underground: Hello?

Underground: Who's there?!

Underground: I'll find Spider-Man, just give me a minute.

Underground: Hey Jayna, how's it look?

Underground: Jayna? Crap, someone make sure she's alright.

Underground: Keep him grounded!

Underground: Got it, I'll check it out.

Spider-Man: You're done. No more Underground, soon-to-be no more generator. Should be one more...

Underground: You remember what it was like before Tinkerer showed up?

Underground: But now we got Spider-Man and Roxxon against us.

Underground: Don't know if we can survive it.

Underground: What was that?

Underground: Keep him on the ground!

Spider-Man: (Go ahead, try it.)

Ganke: (via phone) That did it. Barrier's fresh out of power.

Spider-Man: And primed for smashing.

[He returns to the roof of the theater. Miles jumps up to show off and destroys the barrier in a jump, breaking part of the wall along with it.]

Ganke: (via phone) That... was the way to the main auditorium. Now it's blocked.

Spider-Man: Oops. Maybe there's a staircase.

[He climbs into the vent.]

Ganke: (via phone) Hey man, I'm thinking, what if you told Phin you're Spider-Man?

Spider-Man: "Yo Phin, not only did I lie about joining your club, but I'm also the guy trying to stop you?"

Ganke: (via phone) Okay yeah, we can work on the delivery.

[Miles climbs out of the vent into the auditorium, the door to which he destroyed. In the center of the auditorium stands a huge red cylinder with a computer.]

Spider-Man: Giant armored silo looks promising.

Ganke: (via phone) Really feeling like my gaming rig is underpowered right now.

Spider-Man: Yeah. Phin's going full supervillain lair, here. Are you seeing this giant armored container thing?

Ganke: (via phone) Totally not suspicious. Think the Nuform's in there?

Spider-Man: I got a hunch, yeah. Container's got cables running away from it. I wonder… Rick's invention. Krieger doesn't understand Nuform well enough to make more, but Phin does. She mapped out how its reactivity works.

[As he explores his surroundings, he charges one of the generators with his abilities.]

Spider-Man: That's one. Need to power the others. So, why do you think I should tell Phin I'm Spider-Man? Don't you think she might react... badly?

Ganke: (via phone) Let's make a pros and cons list.

Spider-Man: (annoyed sound)

Ganke: (via phone) Pro: She's your best friend. Besides me.

Spider-Man: Con: She's the Tinkerer.

Ganke: (via phone) Pro: Talking to her is easier than sneaking around behind her back.

Spider-Man: Con: the other Spider-Man was super clear: don't tell anyone who you are.

Ganke: (via phone) You told me. Maybe if she knows it's you she's fighting, she'll rethink the whole Tinkerer thing.

Spider-Man: Maybe you're right. Nice! Clear line of sight to the generator. Hooked up; just need to power it. That sounds promising. Gotta check Phin's super-computer.

[After charging the generators, he presses a button on the keyboard and opens the red cylinder.]

Spider-Man: Alright, what are you up to, Phin? Phin's pumping energy into the Nuform. Making it unstable, like my Venom did.

Ganke: Which exploded the bridge. So what, does she wanna blow up the theatre?

Spider-Man: Not the theatre. Roxxon Plaza.

Ganke: (via phone) Whoa, what?! That's-- how could she--

Spider-Man: It's not open yet, so there'd be no casualties. But I can't let her do this. I'm taking the Nuform.

[He climbs on the cylinder and tries to get the capsule out.]

Spider-Man: Come on, come ON! Crap crap crap.

[Members of the Underground gang enter the auditory.]

Underground: Spread out. He's here somewhere.

Spider-Man: I need to get the Nuform. After I deal with her glowstick army.

Ganke: (via phone) Just to put it out there: what if Phin's right, and this is the best way to beat Roxxon?

Spider-Man: Phin's not just talking about throwing a rock through a window; she wants to blow up a building on my block.

Underground: These new weapons are something else…

[Miles quietly eliminates gang members one by one by jumping on top of them.]

Spider-Man: If any part of her plan goes wrong, people will get hurt. I can't let her take that chance.

Ganke: (via phone) You're right. Let's get that Nuform outta here.

Underground: These plans just keep getting better.

Spider-Man: Wish it was always this easy...

Underground: Don't think I've forgot about when you broke my frickin' eye socket last year.

Underground: War to get to the top.

Underground: Yeah well, just 'cause Tinkerer is making us all play nice now doesn't mean it'll last.

Underground: Why?

Underground: You gonna become the next Tinkerer?

Underground: Maybe I will.

Underground: All I need is her tech. which you'll never get.

Underground: Screw you.

Underground: Can't believe one person made all this gear…

Spider-Man: Here, take five.

Underground: Somebody go check on her.

Underground: I'll take a look.

Underground: Have you seen our weapons? You can't win this!

Underground: He's not leaving here alive!

Spider-Man: You're done.

Underground: Guys, pay attention! Get after him!

Underground: Hey, come watch my back!

[After a while, a large thug with a shield enters the audience.]

Underground Brute: Even Spider-Man's not ready for this.

[Using an electrical charge, Miles easily destroys the shield.]

Spider-Man: Whoa! Venom tears it apart!

Ganke: (via phone) Good! Keep doing that!

Underground: Lay this guy out, before he gets the Nuform!

Underground: Get him down here!

Underground: Get him out of the air!

Underground: Gonna peel that mask off you, kid!

[Miles wins the fight.]

Spider-Man: Okay. Now for the Nuform.

Spider-Man: OK, easy… Aw no.

[Tinkerer jumps on him! She knocks him off the red cylinder with one punch.]

Tinkerer: Can't let you take that.

[Taking the capsule, she flies away. Miles clings to the capsule with his web and follows her!]

Spider-Man: Hey hey hey -

[He jumps on Tinkerer and knocks her down.]

Tinkerer: Seriously...?

[She prepares to fight. As she takes off, she shoots at Miles, who continues to pursue her.]

Spider-Man: I just want to TALK! Ph-- Tinkerer! Stop!

Tinkerer: So you can steal my Nuform? Not a chance in hell!

Spider-Man: Hey Ganke, ran into Phin!

Ganke: (via phone) What's happening?

Spider-Man: She grabbed the Nuform. I'm chasing her across Manhattan.

Ganke: (via phone) Oh crap, okay. How're you gonna stop her?

Spider-Man: Step one: Catch her. Step two: Uh… I'll get back to you. Ohhhh move move move...!

Tinkerer: Back off! This is between me and Roxxon!

[Miles catches her in mid-air and nails her to the building. They fall into the street. Miles ends up on top.]

Spider-Man: How 'bout... we use our words?

Tinkerer: How 'bout—you stop being so clingy.

[She kicks him in the most sensitive part of the man's body and flies away. Apparently the suit softened the blow.]

Spider-Man: How is she not tired yet?

[Miles continues the chase. Ganke calls him.]

Spider-Man: It is not! Going! Well!

Ganke: (via phone) Where are you?

Spider-Man: I don't know! I'm dodging explosions! I need a new strategy. Gonna do what you said.

Ganke: (via phone) Tell her the truth?

Spider-Man: Yeah. Soon as I catch her. Tinkerer, I gotta tell you something! Slow down!

Tinkerer: Do you think I'm stupid?!

Spider-Man: You'll wanna hear this! I promise!

Tinkerer: Step OFF, Spider-Man!

[They fly up to the docked ships. The Tinkerer blows the containers off one of them, which Miles has to dodge.]

Spider-Man: Oh crap, not good, not good -- Hope the ship's okay...

Tinkerer: I said—STEP OFF!

[She flies to the top of the building. Miles runs after her along the steep wall, dodging the various obstacles she materializes.]

Spider-Man: Whoa! Why did she invent death wheels?!

[When Miles goes upstairs Tinkerer grabs his arm and throws him over herself nailing him to the fence. She materializes a sword and puts it to Miles' throat.]

Tinkerer: Give me one good reason not to end you.

[Miles takes off his mask.]

Spider-Man: My mom would be very upset.

[Shocked, Phin removes hers.]

Phin: ...Miles?

[She drops her sword.]

Spider-Man: Can we just -

Police Officer: You two on the roof - freeze!

[Phin runs away. Miles can hardly walk - he is badly wounded after the fight.]

Spider-Man: That… could have gone better. Think she cracked a rib. Or three.

Ganke: (via phone) Hey, how'd it go with Phin?

Spider-Man: Not great. You still at my place?

Ganke: (via phone) I'm actually at home. My parents get back next week, so I thought I'd clean. But I can come back.

Spider-Man: Nah, it's okay. I'll call you later. Now what? Hey, Uncle Aaron. I need, um, I need some advice.

Aaron Davis: (via phone) About what exactly?

Spider-Man: Just, everything. Are you free?

Aaron Davis: (via phone) I can wrap up what I'm doing. Call you in a few.

Spider-Man: Thanks, man. Talk to you soon. (to himself) I have no idea where Phin is, or the Nuform… Guess I should kill some time 'til Uncle Aaron's free.

BREAKING THROUGH THE NOISE

Aaron Davis: (via phone) Hey nephew. Meet me at the docks in Hell's Kitchen.

Spider-Man: I'll be there. (to himself) What am I gonna do about Phin? Try talking to her again? I could meet her somewhere… the science center, or Trinity Church… No, she knows I lied to her now; she won't wanna see me...

[He meets his uncle dressed in his Prowler suit.]

Prowler: ...I gotta call you back… Aight Miles. Spill it. Give me the whole situation.

Spider-Man: Phin… Underground. It's just… a lot, you know?

Prowler: You're seventeen, you're stressed, and you're a super hero. You gotta cut yourself some slack. You still making beats?

Spider-Man: Not much since I started… this.

Prowler: Work life balance, kid. Most important thing. Here - Little project your dad and I started back in the day. Our mixtape. Had rhymes ready and everything.

[He hands Miles the flash drive.]

Spider-Man: [laughs] How come I never heard about this?

Prowler: 'Cause we never finished. We sampled street noise around the way, wanted the city to be our beat. But your dad had the masters, and after things went bad between us… But you can finish what we couldn't. Plus, it'll take your mind off work.

Spider-Man: Yeah… Yeah. OK. What do I do?

Prowler: Load that up; I'll walk you through it.

Aaron Davis: (via phone) I set up holograms to guide you. Scan the source.

Spider-Man: Holograms, huh? You stealing my moves? Okay. Don't think about Phin. Focus on sounds, clear my head.

Aaron Davis: (via phone) Scan the holograms, and it'll unlock files on that drive I gave you. Help you figure out which sound you're looking for. Now try and find the original sound, and grab a clean sample. There you go. Yeah, yeah... yeah, that's it! Rest of the sounds you need are spread across the city. I left a few messages for you, too, to help you get a feel for each location

Spider-Man: Oh dope!

[Someone is trying to reach Aaron over the phone.]

Prowler: Not now. (to Miles) Heyyy - Get something you like?

Spider-Man: Yeah. Really unique dynamics.

Prowler: See? Old man still knows his stuff.

[They bump their fists.]

Spider-Man: (laughs) And you were right about clearing my head, too. I know what to do about Phin. I gotta see her, try to talk her out of all this.

Prowler: In person? Where?

Spider-Man: Trinity Church, tomorrow night. Why so interested?

Prowler: Cuz you got a target on your back the size of Jersey.

Spider-Man: You don't have to protect me.

Prowler: Someone should.

Spider-Man: [Sigh] You know, you said you never finished this tape 'cause of how things went bad between you and Dad. What actually happened between you two?

Prowler: It was complicated. We were too similar, and… too different. (Sigh) Finish the tape, get all the samples, and you'll hear the whole story. Promise.

Spider-Man: Alright. Thanks, Unc.

[He jumps off the building and flies away on his web.]

Prowler: (via radio) Trinity Church. Remember, Tinkerer's yours, but leave the boy alone.

[The next morning, Miles wakes up in his bed. His chest still hurts from the recent battle, reminding him of what he must do.]

Miles: Man I needed that; I was beat. Okay, gonna call Phin.

[He takes his backpack and jumps on the roof, quickly changing into his Spider-Man costume.]

Back to the Beginning

Danika: (via phone) Hey, so, I've been checking on the hideouts you shut down. Those areas have seen big decreases in crime and jerks waving around glowy swords. The Tinkerer's still a problem, but the Underground's numbers took a serious hit.

Spider-Man: It was a team effort. And I hope your series helps just as much.

Danika: (via phone) Listen, if you ever need anything, not like a rescue, but a-a break from all the fighting, text me. I know a cafe that makes great matcha lattes.

Spider-Man: (laughs) I'm picturing sitting in a cafe in the mask, and it's weird.

Danika: (via phone) But cool, right? [laughs] Okay, bye.

Aaron Davis: (via phone) Your dad and I fell asleep listening to this sound every night when we were kids. It's got a good beat.

Spider-Man: Okay, something rhythmic that was around when Dad and Uncle Aaron were little. Yeah, that's it!

Aaron Davis: (via phone) You probably don't know this, but your dad and grew up not far from here, before we moved to Brooklyn in high school. Hearing the clatter of the wheels, the squealing when the trains turn or stop, always makes me think of me in your dad's late night talks. Mostly about what we wanted to be when we grew up. I wanted to be a space alien. Your dad's dream changed - doctor, firefighter, social worker, but he always wanted to help people.

Spider-Man: Heh, yeah, that sounds like Dad. Alright. Time to call Phin. Hope she answers.

Phin: (via phone) Hi... Spider-Man.

Spider-Man: Phin. Hey. We need to talk. In person.

Phin: (via phone) So you can lie to me again?

Spider-Man: So I can make this right. Please. Meet me at Trinity Church. No more lies. I promise.

Phin: (via phone) If you're screwing with me… Fine. I'll see you there.

Spider-Man: At least she's willing to meet. OK. Trinity Church. Let's go.

[As he moves toward the church, he goes on to look at the places marked by Uncle Aaron.]

Aaron Davis: (via phone) Your mom lived here right after college, you know that? She and your dad were dating; three of us spent a lot of time here. We got used to this soft, steady beat.

Spider-Man: A soft beat… Yeah, it's subtle, but a good beat.

Aaron Davis: (via phone) Things were good back then, felt like they'd be good forever. Your mom got her first gig as a teacher; your dad, was new to being a cop and I'd just started calling myself "the Prowler." I figured we all kept secrets about our jobs. Couldn'rlast, though. Your dad's job and mine crossed paths too often. This one was all your dad's idea. You need something that's always in this park.Quiet on their own, loud in a group.

Spider-Man: Loud in a group? Uh... hm...

Aaron Davis: (via phone) This was way back, before high school. We were hanging in the park one day, and someone dropped a hot dog. You know how that goes: place was swarming with pigeons. Your dad stopped cold. He said "Aaron, man, that's music, listen." Next day we were crawling all over Manhattan looking for beats like you are now.

Spider-Man: I remember the first time they showed me how to sample. Uncle Aaron had the gear, and Dad had the ear for music.

Aaron Davis: (via phone) This is a good one. Me and your dad used to hang around here, listen while the whole station came alive. That's what you need.

Spider-Man: Something at the station...

Aaron Davis: (via phone) I think hanging around here's how your dad got the idea to be a cop. I said, 'man, you're not uptight enough for that job' but he wanted to make things better from the inside. Pretty sure he died trying.

Spider-Man: You did make things better, Dad. And so will I.

Aaron Davis: (via phone) Times Square. Easy to find someone in a crowd here, or lose 'em. Sound you need's like an electric current.

Spider-Man: A current?Could cheat it with Venom. Heh, nah.

Aaron Davis: (via phone) After I started calling myself the Prowler, met my first client right under this sign. Neon flag's hard to miss, and the crowd makes it easy to blend in. She wanted me to steal a painting, I looked across the square and saw your tad lookin' back at me. He never said anything, just turned and left. He didn't know everything, just that I was a thief, but that was enough. I think he saw where we were headed long before I did.

Spider-Man: If you'd tried to act right sooner... he would've forgiven you. I know he would've.

Aaron Davis: (via phone) This sound always feels like someone's celebrating, even when it's just telling time. Your dad thought so, too, so we had to include it.

Spider-Man: A sound that tells time. Okay… Oh, that's good. That's it! Ringing on the hour.

Aaron Davis: (via phone) When I hear those bells, I remember the last time I was here. Your dad had just graduated from the police academy. I didn't go to the ceremony, so I met him here after. Bought us milkshakes: strawberry for him, peanut butter for me. Don't know why I remember that. He said he couldn't cover for me anymore, if I got in trouble. I told him I was done with that life. I was lying, but he believed me for a while. Or at least pretended to.

Spider-Man: Man, things got complicated between them.

[Miles turns on Danika's podcast in anticipation of a debate with Jemeson!]

Danika: Hello, friends. This is the Danikast with our debate.

JJJ: That's your intro? LAME! We in the business call that "burying the lede." Hype it up! Let me ask you something, "Danny," do you ever think about what you're inciting? About your journalistic integrity?

Danika: More than some.

JJJ: Because your campaign against Roxxon is baffling to an ACTUAL journalist like myself. You should be attacking the young, unproved VIGILANTE who keeps causing problems in Harlem!

Danika: What?! You-you twist everything Spider-Man does into something malicious, while simultaneously excusing everything Roxxon does wrong! All Spider-Man needs for you to support him is to get a better PR department.

JJJ: Uh-uh, uh-uh, uh-uh. The only problems Spider-Man fixes are the ONES HE CAUSES! I won't praise the arsonist for putting out his fire! Meanwhile, Roxxon built a beautiful plaza in a FAILING neighborhood.

Danika: By tearing down homes and businesses! Our new Spider-Man is proving that Harlem isn't the failure Roxxon makes it out to be. And you, Mr. Jameson, for someone who claims to love New York, you sure do seem to hate New Yorkers.

JJJ: You are clearly emotional, young lady, so I'm invoking the mercy rule on this "debate." Jared, shut it down! And whose idea was it to debate a teenager? THERE ARE NO GOOD OPTICS TO DESTROYING A CHILD! Get the car. I need a hot stone massage!

Danika: Hello? Hello? Uh, yeah, he's gone. Well, thanks for the debate that you demanded, Mr. Jameson. To everyone else, remember to stand up every half hour while working at a computer. Bye!

Aaron Davis: (via phone) This plaza and the blocks around it are alive with sound. One you're lookin' for is light, distinctive.

Spider-Man: Light, huh? Okay… Yeah wind chimes, that sounds good.

Aaron Davis: (via phone) This plaza's where I had my first job. I was fresh out of high school then, didn't have the gear or the mask. Guy paid me to mug his boss: rough him up, take everything in his wallet. Your dad found out. He stood under those wind chimes yelling at me for an hour. But he never told our folks. He made me promise I'd stop stealing. Wish I'd kept my word. He deserved better.

Spider-Man: I wish you had, too. Maybe you and Dad would've stayed close. I can't imagine ever turning my back on my family.

Aaron Davis: (via phone) Have fun with this one. I had a repeat client I always met here. Got real used to waiting, listening, hearing this sound running on a tight schedule.

Spider-Man: A sound on a schedule… Oh yeah, that's cool.

Aaron Davis: (via phone) Client I met here used to take the ferry over from Jersey. Working for him was good money, 'til he got busted. He's how your dad found out about the Prowler. Not that it was me, but that a thief was making it big in New York, and your dad volunteered for the case. I could feel him closing in. Had to try and guess which'd be worse: if I told him, or if he caught me.

Spider-Man: If that'd been me… ...I don't know what I'd do. But that can't be the only reason Dad cut him off, not if he fessed up. Just wasn't Dad.

Aaron Davis: (via phone) Hey young blood, you got almost everything you need for the track. You just unlocked the spot where you can find the last piece. Hope it works for you.

Spider-Man: Spot in Harlem. Wonder what the last piece is. I gotta admit, Harlem's got a pretty dope vibe. Not Brooklyn... but dope. Abandoned subway tunnels. Guess a good thief needs a good hideout.

[Miles finds The Prowler's secret hideout and looks around.]

Spider-Man: (Looking at the table) Always making upgrades. I definitely got my suit-patching skills from Uncle Aaron. (looking at the computer) Uncle Aaron's got tabs all over the city. He must've been building his network for years. (looking at the golden dragon statue) My mom bought him this at a flea market. It was a joke about… can't remember. (looking at the music set) Sequencer, sampler, vintage. Has to be him and Dad's equipment. He was always way better at guitar than me… (looking at chinese food boxes) He used to come to our place for dinner all the time. Guess he never learned to cook… (looking at a punching bag) Maybe I should take a few swings. Nah, I'd probably break it.

[Finally he comes to the locker.]

Spider-Man: "Use the sounds"... Frequency lock?

[He starts the track recorded on his phone. The locker door opens.]

Spider-Man: Something new every day…

[Miles gets a new costume with a huge poison-green spider symbol on the chest.]

Aaron Davis: (via phone) Hey kid, hope the suit fits. You asked why me and your dad stopped talking. He was investigating the Prowler. It led him to my clients, people like Simon Krieger, Wilson Fisk. Your dad couldn't afford to make enemies like that, not with you and Rio in the picture. So I told him. Hoped he'd back off, and he did. For good. He didn't want me around, didn't want you to turn out like me. Hope this suit helps you be better. Take care, Spider-Man.

Spider-Man: Thank you, Uncle Aaron. For everything.

[On the way to church, Miles turns on a new episode of Jameson's show.]

JJJ: (via radio) You all remember Wilson Fisk, don't you? The so-called "Kingpin of Crime"? I'm told he's getting five-star treatment in his cell - which is nicer than Jared's apartment - while his shark lawyers appeal his conviction. But it seems there may be some justice in the world after all. Because a new Daily Bugle exposé reveals that his now dilapidated Fisk Tower - which is scheduled for demolition in the new year - has been taken over by squatters. And isn't it just perfect karma that this garish monument to the ego of a guy who always felt he was above the law has been overrun by a bunch of freeloading bums? Next thing you know, Spider-Man'll turn the joint into his personal headquarters. So how does it feel to be hoisted on your own petard, Wilson? No, Jared, that is not an obscenity! READ A BOOK!

TINKER TAILOR SPIDER SPY

[Miles arrives on the roof of the church, where Phin is already waiting for him. She seems very excited about the recent events.]

Tinkerer: That was a hell of a way to tell me you're Spider-Man. What if I'd killed you?

Spider-Man: You want me to feel bad because you almost killed me?

Phin: I want you to stop lying to me! I let you in the Underground because I thought you understood.

Spider-Man: I do understand. What Krieger did to Rick… Roxxon needs to pay. Not like this.

Phin: This is the only way I can beat him. I need you to look the other way. Please.

Spider-Man: I can't. I made a promise.

Phin: So did I. Why'd you pick here?

Spider-Man: My dad brought us. To that concert. Seven choirs from seven countries. Remember? Ghana was my favorite.

Phin: Ghana wasn't there. You're thinking of Guinea.

Spider-Man: I know, I'm pretty sure it was Ghana.

Phin: Guinea, Belize, Poland, Cuba...

Spider-Man: ...South Korea, Thailand, Venezuela. You're right.

Phin: I usually am.

Spider-Man: Usually.

[Suddenly he senses danger - his spidey sense kicked in!]

Spider-Man: What-- ?

[Rhino in an updated red suit falls on them from the sky. They fall to the ground, straight to the cemetery. Miles tries to fight the Rhino, but his powers somehow stop working against him. Rhino tosses him aside like an annoying bug, picks him up, and hits him on the ground. Miles loses consciousness... and wakes up in a room with Simon Krieger sitting in front of him. Miles is bound hand and foot.]

Simon Krieger: Gotta say, I'm disappointed, bud.

Spider-Man: Krieger?!

Simon Krieger: Yeah… See, Ms. Mason... I kinda knew she was gonna be a handful. But you...? I guess I was hoping that you and me would see eye to eye.

Spider-Man: Where are we?

Simon Krieger: You're behind the curtain, bud! This is our most secure facility. In here: the sausage gets made.

Phin: You're a real prick, you know that?

[She's sitting right across from Miles, but because of Krieger we didn't see her.]

Simon Krieger: Y'know when her brother and I were developing Nuform.

Phin: All you did was put your name on the patent. He said the only thing you knew how to do was sell other people's ideas.

[Simon throws his chair away in a rage and walks over to Phin.]

Simon Krieger: Yeah, well at least I still got a pulse, babe.

[However, he instantly regains his composure.]

Simon Krieger: But let's not dwell. Right?

[He pulls up a chair and sits across from Miles.]

Simon Krieger: The first thing we're gonna do, is I'm gonna--mmm…

[He tries to touch Miles' mask, but it electrocutes him!]

Simon Krieger: WOW! (laughing). That is awesome! Are those involuntary defenses? Oh man, that's hot. You see, I'm gonna get that mask off you… And I'm gonna find out what makes you tick. Because you just… smell like next level bio-engineering and you know what that smells like to me kid? That smells like money. Okay! I'm gonna hit the gym. Leg day. Can't skip it. Get her to tell us where my Nuform is, huh? Can't really open the plaza without it. Oh, and, ah—use him.

[Simon leaves with Rhino, who was waiting outside the door.]

Roxxon Security: Time to finish what we started on the bridge.

Roxxon Security: No cameras now.

[They take out their electric batons and start beating Miles.]

Phin: No!

[The pain makes Miles partially invisible. He has a new ability - Mega Venom Blast! With a powerful discharge of electricity he neutralizes the guards.]

Phin: Whoa. Are you OK? They were gonna kill you. Holy shit.

[Miles falls to his knees. Phin helps him up.]

Spider-Man: Tougher than I look.

Phin: Let's find a way out of here.

[She opens the door.]

Spider-Man: Roxxon kept Rhino instead of giving him to the police. That's crazy.

Phin: Nothing… about Roxxon surprises me anymore.

Spider-Man: You okay?

Phin: I will be, once we're out. I'm shutting off security cams. Can you check that computer? What did you find?

Spider-Man: There's the exit, through this office. We have to lift the base lockdown first, from the control room.

Phin: First we need to escape the security wing. I'll go down to the floor, see what we're dealing with. Door's locked.

Spider-Man: Venom worked in the cell; should work on the door.

[He jumps into the vent and finds the control panel for the door.]

Spider-Man: He-llo...

[He touches the panel by sending an electric discharge into it.]

Phin: (via phone) It's unlocked. I'm headed to the floor.

Spider-Man: Right above you.

[Miles crawls up the vent.]

Roxxon Security: Shift's almost up.

Roxxon Security: Don't know why Spider-Man's after us, of all people.

Phin: That security door is our way out, but I'll have to hack a few terminals to disable the alarm.

Spider-Man: I'll handle the security goons.

Roxxon Security: Security cameras are down in the south wing.

Roxxon Security: Rhino probably turned them off. Heard he wanted to question the prisoners.

Roxxon Security: Bet that other guy could get even Spider-Man to squeal.

[Miles attacks them.]

Spider-Man: Lights out for you.

Phin: (via phone) There's two more ahead.

Roxxon Security: How'd we even find those two? Did Rhino track them?

Roxxon Security: No. He's just a fool-point and shoot. An outside agent gave us their location.

Roxxon Security: All units, I've got a man down.

Spider-Man: Huh. Easier than I thought.

Roxxon Security: Word of advice: watch what you say around Krieger. He seems relaxed, but he's got a short fuse.

Roxxon Security: I noticed.

Roxxon Security: Seen him go through three different assistants in less than a month.

Roxxon Security: We've got an intruder, let's flush him out!

Spider-Man: Wish it was always this easy...

Roxxon Security: Don't really see the point of holding Spider-Man and Tinkerer. We should just get rid of them.

Roxxon Security: Krieger's always working an angle. He thinks they're more valuable to the company alive.

Roxxon Security: Man down - we've got an intruder!

Roxxon Security: Keep moving - stay ready to engage!

Spider-Man: Bet you didn't see that coming.

Roxxon Security: Yeah I'm on rotation coming up.

Roxxon Security: Seems like the whole future of the company's staked on that place.

Roxxon Security: Keep searching - he's here somewhere!

Spider-Man: Gotta watch out for spiders, man.

Spider-Man: Way's clear.

Phin: Running a cipher. Okay, ready for another computer.

Spider-Man: Phin: we gotta talk. Blowing up the Plaza is a bad idea.

Phin: (via phone) So is poisoning the city with an unsafe fuel source.

Spider-Man: Yeah, but there has to be a better way to deal with Roxxon.

Phin: (via phone) Sometimes strategies are imperfect. OK - I'm shorting the maglock; I need you to trigger the override back there.

Spider-Man: On it. Looks like some kind of record archive. Hey - Roxxon's stealing your stuff.

Phin: From what I hear, you are too. Thanks for that, by the way.

Spider-Man: Notes about Roxxon "independent contractors"...

[He spots an audio note made by Simon.]

Simon Krieger: (on record) We need an outside partner to track Tinkerer and Spider-Man for us. Tombstone's off the grid… Black Cat's gone straight… ish. What about the guy in purple, what did he go by? What was his name? Oh oh yeah - yeah. Yeah, he'll do.

Spider-Man: "Guy in purple?" That can't be… no. No way. More info on Rhino....

Simon Krieger: (on record) I know he SAYS he wants out of that suit, but let's face it: the metal onsie is the only reason anyone gives a damn about him. Just upgrade his armor; if we help him smash Kid Spider, he'll forget all about wanting out.

Spider-Man: There's nobody this guy won't manipulate… Triggering the override! There's a voice memo on here -

Roxxon Security: (on record) Sir, the police are asking about Rhino. What do we tell them?

Simon Krieger: (on record) Our man at the Raft is setting up a special "work release program." Tell the police Rhino's doing… a little community service.

Spider-Man: Can't believe they got away with this…

Phin: (via phone) Door's unlocked, but I need you to force it open.

Spider-Man: Can do. Another voice memo from Krieger.

Simon Krieger: (on record) I liked Rick Mason, I did, but… Bleeding hearts don't survive this business. Maybe we should set up a plaque in his memory, or, uh… Oh, oh! Uh, name a bench after him. Ha! Yeah, I bet he'd love that.

Spider-Man: Simon Krieger: bastion of compassion.

[He slides the door open with the power of his spider muscles and... he and Phin come almost face to face with Simon himself. They hide around the corner.]

Simon Krieger: I can't let them go until I have my Nuform.

Prowler: He shouldn't even be here. Your muscle was only supposed to grab the girl.

Rhino: (grunts)

Simon Krieger: Yeah, he didn't like that. Here's the deal, bud. Spider-Man's the best leverage I've got against Ms. Mason. I mean, you caught them together. Well, I mean, you caught them, but it was thanks to your intel, so. Clearly, there's something going on there.

Prowler: You agreed to leave the kid alone.

Spider-Man: Uncle Aaron?

Simon Krieger: Aw, "the kid." I love how you say that. It's just… so paternal.

Prowler: Let Spider-Man go, and I'll get your Nuform, feed you Underground intel, whatever you want.

Simon Krieger: See? Leverage. Works every time.

Phin: Mi—Spider-Man!

[They hide by pushing back the grate on the floor.]

Prowler: Here's leverage for you: I've seen things. Nuform making people sick, what you did to Rick Mason. If I went public—

Simon Krieger: Yeah, but you won't. Here's the deal: you're a wanted thief. Plus all the jobs we've done together? Bud, you'd be in the cell right next to mine. And we both know you're a little too self serving for that. So, we're gonna head in and check on Ms. Mason and Spider-Man, uh, but it's kind of an invite-only party. Yeah, bye.

Spider-Man: Uncle Aaron… no...

Phin: Wait… do you know that guy? Is that the reason we got captured?

Spider-Man: No, it's… I knew he worked with Roxxon, but I didn't think he'd… he'd sell me out.

Phin: I can't believe this... you led me into a trap. Why do I keep listening to you...

Spider-Man: Phin no. There has to be an explanation. I didn't know this would happen.

Phin: Just… save it. Let's keep moving. (via phone) They initiated a lockdown. That's the control room we have to get into.

Spider-Man: So we'll need past those security shutters.

Phin: (via phone) Got a maintenance panel here, but it needs power.

Spider-Man: Lemme see what I can do. There! You've got power.

Phin: (via phone) Accessing… (Sigh) I can't hotwire the shutters, but I can move machinery. Like that crane.

Spider-Man: Maybe we can use that. I'll look around.

Phin: (via phone) They build engines for their APCs in here…

[Miles uses his web and power to move machinery.]

Spider-Man: Hey - crane's over this engine thing now.

Phin: (via phone) Engine thing... I've got an idea. Can you move the crane back to the assembly line?

Spider-Man: Yeah… think I know where you're headed...

Phin: (via phone) OK, this laser should activate the engine… Crap. Laser shorted out.

Spider-Man: Think I can re-route power… You're good; use the laser!

Phin: (via phone) One laser coming up.

Spider-Man: Perfect. If lovercharge the engine, it'll be explosive.

Phin: (via phone) And explosive is just what we need to destroy those shutters.

Spider-Man: Get down!

Phin: (via phone) Let's go! Almost out.

[Miles blows up the blinds and they enter the control room. Then he looks through the window at the massive door.]

Phin: That's our way out. Give me a few minutes to get it open.

Spider-Man: Looks like they guessed our plan.

Phin: Not hard. There's only one exit.

Spider-Man: Alright, I'll take care of those guards. You get that door open.

Phin: One thing… Did you ever think about calling me? To tell me you were Spider-Man? You know, after my parents died, Rick basically had to become my dad. I thought I'd miss having a brother, but I had you.

Spider-Man: Phin, I—

Roxxon Security: Get this door open!

Spider-Man: That won't hold forever.

Phin: Go. I'll be fine, just go!

Phin: (via phone) Those guys with the lights on their helmets can spot heat signatures. They'll see you if you try to go invisible.

Spider-Man: Wonder how much of their RED department is dedicated to fighting us.

[Miles jumps out of the control room to deal with the guards. He becomes invisible.]

Phin: (via phone) Probably millions of dollars in untaxed money. You clear the floor, I'll work on overriding security so we can get out. I can still access machinery if you need me to move anything.

Roxxon Security: Keep your eyes open.

Spider-Man: Naptime, bro. You good in there?

Phin: (via phone) Yeah, those webs are holding the door. Whole base is on alert though, so be careful.

Roxxon Security: There's only one way out of the base; they've gotta come through here.

Spider-Man: They look so peaceful knocked out.

Roxxon Security: It's Spider-Man! Open fire!

Phin: (via phone) They know you're here. They're calling reinforcements.

Spider-Man: Guess I'm doing this the loud way.

Roxxon Security: He's airborne!

Roxxon Security: Taking you down, Spider-Man!

Spider-Man: Listen I know you don't trust me.

Phin: (via phone) You're right. I don't.

Spider-Man: What can I do to change that?

Phin: (via phone) Stop going behind my back. And stop acting like I haven't thought this through. No one'll get hurt when I take down the Plaza. No one except Roxxon. You know they deserve it.

Spider-Man: Just… promise to talk it through with me, OK? I promise to listen. Really listen.

Phin: (via phone) I've made up my mind, Miles. You need to start accepting that.

Spider-Man: Then… I'm gonna have to stop you. You need to start accepting that.

Roxxon Security: Engaging Spider-Man!

Spider-Man: You guys take returns?

Roxxon Security: Quit moving!

Roxxon Security: You have orders-capture Spider-Man!

Phin: (via phone) I'm through. Meet me in the show room on the far side of the assembly line.

Spider-Man: See you there.

Phin: (via phone) You coming?

Spider-Man: Looks like they locked the doors—I'll find another way.

Phin: Do you have proof? Cause I don't think the word of two vigilantes is gonna convince people.

Spider-Man: There's gotta be a way…

[They're moving on.]

Spider-Man: Think that's the exit. Hey—Lost and found.

[He uses his web to pick up a flash drive from the table and gives it to Phin.]

Phin: Thanks. I know this place… this is Krieger's lab.

Spider-Man: Krieger has a lab?

Phin: Mostly for show but yeah. Rick showed me a photo once...

Spider-Man: Krieger's lab… wait…

[He hangs upside down over the computer.]

Spider-Man: All the current Nuform project data's on here… toxicity reports, failed safety reviews… and Krieger's name's on everything. This would destroy Roxxon.

[His spidey sense is activated again.]

Spider-Man: Crap.

[Rhino bursts into the lab and nails Miles to the wall.]

Rhino: You like my new color? Immune to your little… zappy pops.

Spider-Man: Zappy... pops? Come on, man.

Rhino: (screams) Now we finish this.

[He runs toward Miles, but Phin outruns him and blocks the blow with his materiolized shield. The room is filled with guards. Phin materializes her suit and mask.]

Tinkerer: You handle Rhino; I'll take the guards!

[Miles jumps on Rhino...]

Spider-Man: Let's go for a ride—

Roxxon Security: Engaging hostile!

Spider-Man: We need to break his armor!

[He breaks one of the plates.]

Rhino: You are… worthy foe. I will give you good death.

Spider-Man: A "good death"?

Tinkerer: I think that's his sick version of a compliment.

Spider-Man: Gotta damage his armor… You keep getting up, and ml keep knocking you down.

Rhino: Oh but I only need to knock you down once.

Roxxon Security: Stop resisting!

Roxxon Security: Take 'em out!

Roxxon Security: Keep up the pressure!

Rhino: You cannot survive this!

Tinkerer: Keep him down! Oh my God. He's throwing a tank!

Spider-Man: Maybe if I charge the engines - Guess Roxxon didn't plan for exploding engine blocks when they designed your new armor.

Roxxon Security: Engaging Spider-Man!

Tinkerer: You need to put him DOWN - permanently.

Spider-Man: I'm not gonna kill the guy - that's not how we work.

Rhino: And that is why you will lose.

Spider-Man: That fancy armor's lookin' a little shabby, Rhino!

Roxxon Security: Stay out of this, Spider-Man!

Rnino: GET OFF OF ME!

Spider-Man: Making progress - his armor's wearing down.

Rhino: These are only... surface wounds.

Tinkerer: Then why do you sound so tired? His armor's falling apart! His Roxxon armor's disabled - you're up!

Spider-Man: On it. Ready for some zappy-pops, big guy?

Rhino: I do not… like you...

Tinkerer: Don't stop - we're gonna break him!

Rhino: This woman is…

[He falls to his knees. Phin walks confidently toward him...]

Spider-Man: Wait. Just… make sure he doesn't do anything. I'll be right back.

[He runs to Simon's lab to copy the data.]

Spider-Man: Krieger's data will shut Roxxon down. The right way.

Rhino: You know, Krieger told me how your brother died. Very amusing.

Phin: Shut up.

Rhino: [laughs] He also told me: it was your fault. [laughter]

Spider-Man: Krieger updated the reactor… tried to supercharge it to make his deadline… If Phin goes through with her plan… Oh my god. Harlem.

Rhino: You watched him die. Helpless. [laughs] (pained coughing)

[Phin materializes the sword. Miles notices it through his spidey sense.]

Spider-Man: No no no—

Phin: Go to hell.

[She impales Rhino, after which she is knocked down by Miles. He punches through the wall and they end up on the subway tracks.]

Spider-Man: Phin what the hell were you--

[She, clearly struggling with her inner demons, walks up to Miles and beats him, then flies up and continues to beat him.]

Phin: You screwed up the BRIDGE. Destroyed my LAB. Got me KIDNAPPED.

Spider-Man: Phin… Phin... the reactor...

Phin: Come near me again, I’ll kill you.

Spider-Man: But… we're family...

Phin: My family's dead.

[She runs away. Miles calls his friend.]

Spider-Man: Ganke… I need help…

[Ganke finds Miles and drags him home.]

Ganke: I'm gonna go grab a washcloth, and some antibiotics....

Miles: Alright.

Rio: Miles? Where have you—

[She sees her son wounded... and in a Spider-Man costume.]

Rio: (What happened?) What are you wearing...

Miles: I have to tell you something.

[Some time later, after Miles' wounds had been bandaged and the whole story told...]

Rio: Phin's attacking the plaza...

Miles: Yeah...

Rio: So that was you chasing her through the city… as Spider-Man. You could've died. (I can't believe it.) Why didn't you tell me about any of this? All those talks we had… how to keep yourself safe… but this...

Miles: I didn't want you to worry. And the other Spider-Man's gone; I just keep making things worse and worse. And now I screwed up things with you.

Rio: Miles. There is nothing you could ever do or ever be that would make me stop loving you. (Nothing.) You give me strength, Miles. That's all a hero really is. Someone who's brave for the people they love.

[They're hugging.]

Miles: Just a guy who doesn't give up...

Ganke: Gloria's handling F.E.A.S.T., and Teo's gonna help us go door to door.

[Ganke enters.]

Rio: Perfect. Let's get this evacuation started. I'll meet you outside?

[Ganke leaves.]

Rio: You remind me more of your father every day.

Rio: You stay safe.

Miles: I will.

[He walks into the room with Ganke, who is sitting at his computer.]

Ganke: Hey. I'm telling people in Harlem they need to evacuate, before me and your mom go door to door.

Miles: OK, cool.

Miles: I wanted to say: thanks for always having my back, man. Hey -- I could use your help before you go.

Ganke: You've got it.

Miles: I wanna cross-reference Underground activity with buildings that could store Nuform. Maybe you could hack Oscorp surveillance towers or...

Ganke: I'm in. It'll take a while to narrow down…

Miles: That's alright. Thanks, man. Gonna stretch my legs a little... then head out…

[He jumps out the window and climbs onto the roof while changing into his Spider-Man costume.]

Spider-Man: Got some time while Ganke tracks down Phin… I should check the app, see if people need help.

JJJ: Batten down the hatches, folks. The long presaged "Storm of the Century," one heck of a blizzard, is blowing in. Make sure you're stocked up on supplies. My loyal listeners will already have plenty of Jameson's Jerky, guaranteed to last longer than radioactive fallout! Meanwhile, if you're planning on taking the in-laws to visit Trinity Church, I've got some bad news. Parts of this sacred local landmark are now rubble.

Ganke: (via phone) Hey, I found Phin's setup: the Oscorp Science Center. It's closed for renovations.

Spider-Man: Oh my g--our energy converter, that won the middle school science fair. That's how she's gonna finish making the Nuform unstable enough to blow up Roxxon Plaza.

Ganke: (via phone) Whoa. It's like she picked it to get back at you.

Spider-Man: Maybe she did. Thanks, Ganke.

Ganke: (via phone) It's my job. Speaking of, time to help your mom evacuate Harlem. Later.

Spider-Man: Okay. Oscorp Science Center. Phin needs to know what'll happen if she goes through with her plan. And if she won't listen... I'll take the Nuform. Destroy it if I have to.

THICKER THAN BLOOD

[At this point a powerful beam of green light hits Miles. He collapses onto the snow-covered roof, barely conscious. A man in heavy boots approaches him.]

Prowler: Sorry about this, nephew.

[He takes Miles somewhere - as we later learn to an abandoned subway station - and puts him in a makeshift cell with an electric force field instead of bars.]

Prowler: Can't let you go back out there. Let Krieger and the Tinkerer kill each other. Go back to being Spider-Man when the heat dies down.

Spider-Man: And what, just hide down here? I don't get to pick and choose when I'm Spider-Man. I gotta stop Phin.

Prowler: No, you gotta survive. I've been trying to teach you that, but you don't listen.

Spider-Man: You want me to survive so bad, why sell me out to Krieger?

Prowler: Wasn't a sellout.

Spider-Man: Yeah...

Prowler: I'm serious. You were never supposed to get caught. Krieger broke our deal.

Spider-Man: You wanted back in the family, and that's the best you could do?

Prowler: I saved your life.

Spider-Man: You threw me in a cell!

Prowler: To protect you!

Spider-Man: Like this is protecting me?!

Prowler: Dammit Miles, I'm not gonna lose you too!

Spider-Man: And I'm not gonna let people die just to save my skin. You underestimated me.

[He charges his fist with electricity and punches through the force field throwing The Prowler onto the tracks of the station and jumps to him. They begin to fight!]

Prowler: Dammit, no! Don't fight me on this!

Spider-Man: I don't want to! But I can't stay down here.

Prowler: Then I'll do what I have to. Keep you safe!

Spider-Man: His cloaking tech. Need to short it. This isn't about me at all. It's about you. You're afraid.

Prowler: Don't you turn this on me.

Spider-Man: When're you gonna understand that I have to fight for this city?

Prowler: When are you gonna understand you can't do that if you're dead?

Spider-Man: If my dad could see us now...

Prowler: He'd understand that I gotta protect you. You don't realize: I'm the only one trying to save you.

Spider-Man: And I'm trying to save everyone else.

[The Prowler tries to grab Miles, but he dodges, jumping off to another part of the station. The Prowler follows him, continuing the fight. He begins to fight more seriously.]

Prowler: You think you can beat the Tinkerer, Roxxon. You can't.

Spider-Man: I have to try.

Prowler: Didn't your mentor teach you about picking your battles?

Spider-Man: He taught me to put other people ahead of myself. What the?!--

Prowler: You got tricks. Roxxon countered 'em. Stay back, nephew!

Spider-Man: He can't counter every trick.

Prowler: You don't get how the real world works. Dog-eat-dog.

Spider-Man: Not if we make it better.

[Miles shoots a webbing at The Prowler's plasma cannon, but he manages to grab it and throw Miles against the wall. The Prowler pushes Miles against the wall.]

Prowler: You throw yourself at enemies you can't beat! Know who else did that?

Spider-Man: Don't say his name.

[Miles is charged with electricity. Seeing this, The Prowler tosses him aside.]

Prowler: You want your mom to bury you, too? I won't let you.

[He throws some round discs on the floor.]

Spider-Man: Holograms? More tech from your buddies at Roxxon?

Prowler: I adapt. You can't keep up! You're naive, nephew. Still the kid lookin' up to Spider-Man.

Spider-Man: No, I'm the kid who knows people're looking up to me. You were never gonna accept me as Spider-Man. The risk I gotta take.

[In the end, Miles wins. He throws The Prowler to the floor against the wall. The Prowler tries one last shot but Miles sticks his arm to the wall with a web.]

Prowler: I know I messed up. I let you down. But we're family.

Spider-Man: Family? That didn't stop you from lying to me, manipulating me, fighting me. Being "family" isn't enough anymore.

Prowler: Doesn't have to be like this. You, me, hating each other. That's how it happened between me and your dad. I don't want to repeat that.

Spider-Man: I don't either. But I can't be the person you wanna turn me into. I can't turn my back when people need me.

[He's heading for the exit.]

Spider-Man: I have to be better than that.

[Miles goes outside and calls his friend.]

Spider-Man: Ganke… my uncle just kidnapped me. Locked me up...

Ganke: (via phone) What?! Dude, are you okay?

Spider-Man: I had to fight him. Then I said... I told him we're done. For good.

Ganke: (via phone) I'm sorry. That's… that can't have been easy.

Spider-Man: It's what I had to do. I'm headed to the science center; call me if things get bad in Harlem.

Ganke: I will. Good luck, Spider-Man.

[He tries to call Phin...]

Spider-Man: C'mon, Phin...

Phin: (on record) It's Phin. Leave a message, and I'll listen to it eventually.

Spider-Man: It's Miles. I know I'm the last person you wanna talk to right now, but you need to listen. Krieger updated the specs on the reactor. If you plug unstable Nuform into it--

Voicemail: The length of your message has exceeded this user's limit. Please hang up and--.

Spider-Man: I'll call her later.

LIKE REAL SCIENTISTS

[Miles arrives at the snow-white museum building, built in a futuristic style.]

Spider-Man: Museum closed for renovation, and the Underground moves right in. Phin's gotta be inside. Alright, let's see what kind of security they've got.

[He begins quietly eliminating the guards one by one, and then, when he is uncovered, he puts up a full-scale fight.]

Spider-Man: Same kind of barrier they had at Gem Theater. Need to drain the generators… ...in those shacks. Which are locked. And powered down. Need a new power source. Yeah, this'll work.Oh yeah, this'll work. Need to wire it to the shacks. Yeah, that doesn't line up. Got it! Sticky and conductive. That's one. Feelin' good. This is gonna work. This is working. Couple more. Yes! I saw one more. Can't believe how well this is working…

[He removes the barrier.]

Spider-Man: Sweet. Time to break the Underground's toys.

[By breaking the hatch, he enters the museum.]

Spider-Man: Phin? You here? Phin! C'mon, we need to finish this. You and me.

[The museum, however, seems empty. Miles jumps around the huge, comic-ship hangar-like building.]

Spider-Man: She's gotta be with our project. Down that hall.

[He walks into the hallway and, looking around, notices an old "Science Fair" sign that plunges him into memories...]

Phin: C'mon, molasses. I wanna see our project. While we're still young!

[Miles follows Phin.]

Miles: (laughs) I'm coming, I'm coming. Hey, where'd they put us?

Phin: I've got the museum map on my phone. Our project's in a special exhibit, on the top floor. Can't wait to see our names on the little sign, like real
scientists.

Miles: Today the Oscorp Science Center, tomorrow every major museum in the world. Special exhibit's upstairs. There's the elevator.

Phin: We've got time to look around first.

Curator: Do you have tickets for the special exhibit?

Miles: Oh, um. Our project is on display: didn't think we needed tickets.

Curator: You do, and we're sold out. Can't let you go upstairs.

Phin: Thanks anyway. Sooo we need another way in.

Miles: She said there's no more tickets.

Phin: Right, but see that door? The hallway behind it wraps around to the elevator.

Miles: We can't just break in!

Phin: We have to! They're taking down the exhibit tomorrow, and then we'll never see it!

[They come to the door.]

Miles: Locked.

Phin: I recognize that kind of lock; if you shine a light at it, it'll open.

Miles: The flashlights on our phones would work, but they won't reach.

Phin: They will if we find a way to slide something reflective under the door.

Miles: Something reflective. It'd be nice to find something mutable.

Phin: Mutable, you mean changes shape? Look at you breaking out the fancy vocab.

Miles: Pffft, shut up.

[He comes to the stand with the round plates.]

Miles: Oh look! Solar mirrors and sticky on the back.

Phin: Perfect for tricking a light-sensitive lock.

Miles: Now we need something we can slide under the door.

[He walks up to a booth with small white squares folded into different shapes.]

Miles: Shape-memory alloy! I can change the shape on the museum app. This stuff is crazy. Think it's a metamaterial? That's it! Take it. Don't let anyone see...

Phin: Got it, let's go!

[They walk away from the booth and then Miles suddenly runs into Peter, who has come to the exhibition with Dr. Octavius.]

Dr.Octavius: Oh!

Miles: Whoa man, sorry.

Peter: All good.

Phin: I'll attach the sticker. Let's get that door open!

[However, Miles decides to stick around for a while to listen to Peter and Dr. Octavius talk.]

Peter: Look how the external tools interface directly with the command module's computer. We could recreate the idea, but with a neural interface.

Dr. Octavius: It would overload our central power.

Peter: Not if we integrated it over the entire mesh, from multiple entry points.

Dr. Octavius: Hmm. Do you think you can handle it?

Peter: With enough time and a lot of coffee? Absolutely.

Dr. Octavius: [laughs] I'll supply the coffee. Well done, Peter. I couldn't do this without you. We should probably head back to the lab. We've overstayed our lunch break.

Peter: I've gotta take the afternoon off. It's an emergency.

Dr. Octavius: Again? Peter, is something bigger going on, perhaps at home? You know you can talk to me about it.

Peter: I-I'm fine but… I'm sorry to run out on you again.

[Dr. Octavius puts his hand on Peter’s shoulder.]

Dr. Octavius: Not at all. Work will be waiting when you get back.

Peter: Thanks, Doc.

Dr. Octavius: (to himself) Integration over the mesh… that boy's mind never stops.

[Miles returns to Phin standing by the door.]

Miles: This is either genius, or really really stupid.

Phin: If we open our own research lab someday, that's what I'm naming it. I've got the light. Tell me when the sticker's pointed at the sensor, and I'll turn it on.

Miles: No one's looking at us yet... gotta hurry.

[They use squares that crawl under the door and assemble into a hemisphere and a phone flashlight whose light is reflected by the sticker and opens the door.]

Phin: That worked! We did it! C'mon! Our project awaits. That was awesome. I'm gonna miss doing stuff like this with you.

Miles: What're you talking about?

Phin: Uh, hello, you'll be at Brooklyn Visions next week. I won't.

Miles: I'm not gonna vanish off the planet. We'll still hang out.

Phin: You'll be busy.

Miles: Not that busy. I'm gonna make time for us. Seriously.

Phin: Okay. This is getting mushy—c'mon, let's head upstairs.

[They're getting in the elevator. Miles' phone rings.]

Miles: Hey Dad--

Dad: Hey, Miles.

Phin: Hiii, Mr. Davis!

Miles: Phin says hi.

Dad: You kids having fun? Make sure to get a picture of your project!

Miles: Dad, it's not a big deal.

Phin: It's totally a big deal!

Miles: Okay, okay, we'll get a picture. Love you Dad, bye.

Phin: This is it! Our project's in the back.

[They run to their stand.]

Miles: Think they've got our converter all hooked up?

Phin: Otherwise what's the point? They'll need to feed biomass in, though. Maybe hook it up to a trashcan. Our project!

[Someone they know comes up to them.]

Rick Mason: Would you look at that? Genuine award-winning scientists.

Miles: No one told us we were in the special exhibit. Ticket-only.

Phin: How'd you get in?

Rick Mason: Uh, I bought a ticket. How'd you get in?

Phin: Not important.

Rick Mason: (laughing) Hey, huddle up. We need a picture.

[He pulls out his smartphone.]

Miles: You gotta be in it too! You helped us get it working.

Rick Mason: OK, OK, fine fine fine. Scoot over… alright!

Miles: Say "alleeeeeeeles!"

Phin: I am not saying that.

[Rick takes a photo that Miles is looking at in his Spider-Man costume. He approaches the Nuform capsule and tries to disable it when suddenly his spidey sense is activated. Tinkerer attacks him from behind with a huge club in his hands. Miles dodges. Tinkerer takes the capsule.]

Spider-Man: Phin, you need to know--

Tinkerer: I'm done listening to you.

[She runs away and summons some of her underlings to apprehend Miles. A massive fight ensues!]

Spider-Man: I have to tell her what'll happen to the reactor!

Underground: Don't let him follow the Tinkerer!

Underground Brute: You can't stay up there forever!

Underground: Give up, you can't beat us!

Underground: Taking you down, Spider-Man!

Underground: You can't beat all of us, not alone!

Spider-Man: Oh, c'mon! This is my favorite museum!

Underground: Get him outta the air!

Ganke: (via phone) The Underground just showed up, and I saw a Roxxon tank. All the roads out of Harlem are blocked.

Spider-Man: Where are you?

Ganke: Near your apartment, trying to find shelter.

Spider-Man: Get to Teo's bodega. I'll be there soon.

Ganke: (via phone) We'll keep everyone safe as long as we can.

Underground: Last warning: go home!

Spider-Man: Gotta take care of them before I head back to Harlem.

Underground: Stand still!

Underground: End of the line!

Spider-Man: Actually, you take this.

Underground: He's cutting through us!

Underground: We'll kill you!

Spider-Man: Hoooly...

Underground Brute: You're not stronger than us!

Underground: You wont stop us!

Underground: Can't wait to rip that mask off!

Underground: Get out of our way!

[After winning, Miles jumps out through the hatch in the roof.]

Spider-Man: I need to get to Harlem, now, before Phin destroys the reactor. Ganke, talk to me. How's the evacuation going?

Ganke: (via phone) Bad. Roxxon and Underground are all over. It's like a warzone.

Spider-Man: Are you safe? My mom?

Ganke: (via phone) We made it to [static]... with about a dozen people but [static]...

Spider-Man: You're breaking up. Where are you? Ganke? If you can hear me, I'm on my way. Hang fight, man. Please! I've never seen a storm this bad…

THE BATTLE FOR HARLEM

[Miles flies the track through the smoke enveloping the city.]

Spider-Man: Ganke? Can you hear me? Ganke?! Hang on, guys. I'm coming.

[He is in a battle with the Underground and Roxxon, who have invaded Harlem.]

Spider-Man: Hope Hailey's safe...

Underground: Open wide, Web-Head!

Roxxon Security: Cease and desist!

Underground: We've got to hold the park - stop them here!

Roxxon Security: You'll pay for that!

Spider-Man: Pana Fuerte and the barbershop look OK, but I need to push the fighting away from here.

[He calls people he knows.]

Spider-Man: Camila - are you with Caleb? Are you OK?

Camila: (via phone) (Yes.) We're with Gloria. But kid, this is bad. It's the Crisis all over again.

Spider-Man: It won't get that far. I won't let it. Keep your heads down til I secure the streets.

Underground: Spider-Man's hurt! Keep going!

Underground: Keep him on the ground!

Underground: Don't let him stay airborne!

Roxxon Security: Initiating sweep.

Underground: Don't let him stay in the air!

Roxxon Security: Intruder alert - it's Spider-Man!

Roxxon Security: Need backup on 123rd and Ortiz; we're losing men!

Roxxon Security: You kids are outclassed.

Underground: This is gonna hurt, Spider-Man!

Underground: Keep him outta the air!

Roxxon Security: Neutralize the Underground, but take Spider-Man alive if possible.

Spider-Man: More guys on the rooftops... they're fighting everywhere...

Underground: I've got a lock on Spider-Man!

Underground: He's taking us out!

Underground: We need help by F.E.A.S.T. Someone, get over here!

Roxxon Security: Keep him on the ground!

[Miles calls Gloria.]

Spider-Man: Gloria! You safe? Is F.E.A.S.T. clear?

Gloria: (via phone) Yeah - everyone made it out. Sounds like you didn't though; where are you, Miles?

Spider-Man: Near 125th. Looking for my mom.

Underground: Get him on the ground!

Gloria: (via phone) Word is new Spider-Man's on the case. He'll protect them, you protect yourself, OK? Get out of there.

Spider-Man: OK. Yeah. I'll leave it to him. Stay safe, Gloria.

Gloria: (via phone) You too, kid.

Roxxon Security: Locked and loaded!

Roxxon Security: You shouldn'tve come here!

Underground: How many spider people are there?!

Spider-Man: That's our apartment building… please don't burn down… Getting lost in the blizzard; need to head toward the gunfire...

[Ganke calls him.]

Ganke: (via phone) [static] Miles? Can you hear me? We're - [static]...

Spider-Man: Ganke! I'm headed east. Where are you?

Ganke: (via phone) [static] ... hiding in Teo's bodega [static] ...really bad, you gotta [static]...

Spider-Man: They're in Teo's bodega. I'm close, but I need to take care of Roxxon and the Underground before the streets are safe.

Roxxon Security: Got a bead on him!

Roxxon Security: Engaging Spider-Man!

Spider-Man: Teo's bodega's up there… man I hope Spider-Man's OK.

Roxxon Security: Neutralizing Spider-Man!

Underground: Get him outta the air!

Underground: Now I'm really pissed off!

Roxxon Security: Knock him out!

Underground: Hurry up and ground him!

Underground Brute: He'll bleed just like any of us!

Unilorground: I've got a shot at Spider-Man!

Underground: I got a shot!

Underground Brute: You're done!

Underground Brute: Won't take much to end you!

[The heated battle on the burning streets of Harlem comes to an end - Miles defeats everyone. He hops onto a lamppost and calls his friend.]

Spider-Man: Ganke?! Ganke, where are you? Can you guys make a break for it?

Teo: Who’s that? Someone there?

[Miles jumps in with his friends. Rio is also with Ganke.]

Spider-Man: Guys, guys, listen, hey! We need to get out of here, but I can only carry some of you.

[A powerful wave of blue neon energy sweeps through the streets.]

Spider-Man: She's started already.

[One of the beaten Roxxon Security somehow gets to his feet and points his machine gun at Miles.]

Roxxon Security: Spider-Man sighted!

[Suddenly The Prowler jumps down from above and stuns Roxxon Security.]

Prowler: Get outta here, young blood!

Ganke: Whoa!

[The Prowler neutralizes the approaching Roxxon Security with several shots.]

Prowler: You've got more important things to do.

Rio: He's right. Go. We'll get people clear.

Spider-Man: I'll be back.

Rio: I know.

[Miles flies away.]

Rio: OK people - check every door! We don't leave anyone behind!

[Meanwhile, Miles finds Tinkerer, who inserts the Nuform capsule into the reactor.]

Spider-Man: NO!

[He tries to attack her with a leg kick, but Tinkerer repels it with her power gloves.]

Spider-Man: You don't know… what you're doing.

Tinkerer: They deserve what's coming to them.

Spider-Man: No, the reactor-- Krieger changed the specs. You're not just going to destroy Roxxon Plaza, you're gonna vaporize all of Harlem!

Tinkerer: I'm not gonna let you lie to me again.

[She tosses Miles up, flies over to him, strikes him with her gloves. Miles flies off somewhere and Tinkerer lands on the roof. She takes off her mask.]

Tinkerer: You're too late!

[When she jumps off the building on a hook, Miles attacks her from the side, breaking her window. They fly into the building and stand in front of each other, getting ready to fight.]

Spider-Man: I can't let you do this.

Tinkerer: I can't let you stop me.

[The battle begins!]

Spider-Man: Don't you see what the reactor's doing?!

Tinkerer: Destroying the plaza! Tearing down Krieger's monument!

Spider-Man: If the plaza melts down, it'll take Harlem with it!

Tinkerer: Who fed you that? Krieger? I ran the numbers! Just get out of here - leave! Please! I don't want to do this!

Spider-Man: I'm not leaving Phin. You can help me stop this, or you can kill me. Your choice.

Tinkerer: Krieger couldn't change the reactor. He's not that smart.

Spider-Man: He's smart enough. Let me stop this!

[He throws Tinkerer to the floor, sticking her with a spider web.]

Spider-Man: I don't... want to fight. We'll talk—After I disable the reac--

[At that moment, a new explosion of blue neon energy occurs! The building Phin and Miles were in explodes!]

Rio: Miles…

[Nevertheless, Miles and Phin survive. The room they are in is half destroyed.]

Spider-Man: Phin - look! The reactor's still going critical. Soon we won't be able to stop it!

[She attacks him.]

Tinkerer: NO! I am not running away again.

[The fight goes on!]

Tinkerer: You were the one person I needed on my side!

Spider-Man: I am on your side! We can take down Roxxon with what we know about Nuform.

Tinkerer: It won't work. No one cares!

Spider-Man: I don't want to do this, Phin!

Tinkerer: Then stop—leave! Get away!

Spider-Man: Did you feel that? We have to stop the reactor!

Tinkerer: You can't beat me. Stay back! Ugh, aren't you tired yet?

Spider-Man: The more weapons you build, the more I'll destroy!

Tinkerer: Oh I can keep this up all day, Miles.

[She grabs him by the neck, throws him into the air, and grabs him with a hook, hitting the ground. Miles breaks through the floor and falls to the floor below. Tinkerer follows him.]

Simon Krieger: (via loudspeaker) Oh, hey, battle royale, my favorite. Uh, just wanted to chime in and let you know, so you won't worry: we're gonna be just fine if this building blows. Hell, we'll be fine if all of Harlem blows. I mean do you have any idea what kind of insurance we've got? Oh, and the optics of being the victims of a terrorist attack? Forget Roxxon Plaza. Coming Soon: Roxxon City. Alright, later kids.

Tinkerer: No… I have to stop him...

Spider-Man: Not like this!

Tinkerer: I've beaten you before - I'll do it again!

Spider-Man: Not this time.

Tinkerer: Keep dodging. See if it helps.

Spider-Man: Did you feel that? We have to stop the reactor! I know about the promise you made to Rick, but he wouldn't want—

Tinkerer: Don't say his name!

[She presses him against the wall.]

Tinkerer: I gave you EVERY chance to leave!

[With a powerful blow, she breaks the panel next to Miles' head.]

Tinkerer: Don't make me kill you. You can't win. Why do you keep fighting?

Spider-Man: Because… I'm… Spider-Man!

[He hits her with a powerful punch of his electric fist! The fight moves into its final stage. The stakes are maximized, as a new explosion turns the building into a cookie that has been held in the milk for too long.]

Spider-Man: Death wheels. Okay.

Tinkerer: Argh, quit moving!

Spider-Man: Need to... dodge those… Gotta keep moving...

Tinkerer: How do you move so fast? You can't hide forever! Gotcha! I'm done listening!

Spider-Man: You never started!

Tinkerer: Not gonna be that easy! You won't stop me!

Spider-Man: Then I'll go down trying!

[Finally, Phin's equipment fails and breaks. Falling against the broken wall, Phin finally notices the chaos she has caused.]

Tinkerer: This shouldn't be happening...

Spider-Man: I can stop it--

[Miles's spidey sense kicks in. A fallen iron beam breaks the slab on which Phin was standing. She rolls into the abyss.]

Spider-Man: PHIN!

[Without hesitation he jumps after her. His mask is damaged and glitches, so he takes it off. Catching up with Phin he grabs her and sort of hugs her.]

Tinkerer: I'm sorry.

Spider-Man: It's okay.

[They fall near the reactor. At the last second, Miles manages to shot a web and cushion his fall a bit. He struggles to get up and check on Phin, then walks to the reactor. The reactor spews out waves of blue neon energy, making it difficult to approach it.]

Spider-Man: Not... much... time… Just a little... further… Have... to hurry… It's gonna blow.. any minute. [Struggling] Almost... there… Come on!

[Already crawling, he reaches the reactor and grabs hold of it, sucking out energy. Phin, meanwhile, is watching the process. She recalls Rick, who also grabbed for the reactor in an attempt to stop it and died.]

Rick Mason: No… Phin, don't look!

Phin: Miles…

[Miles, meanwhile, keeps pumping, realizing that it might cost him his life. From the powerful strain, his suit partially burns out. Having sucked out the energy, he falls to the ground. Phin tries to touch Miles but is electrocuted. People begin to crowd around the reactor.]

Spider-Man: Get them far away. I can't hold this in much longer.

[Miles tries to crawl away to avoid hurting people. Phin grabs him and puts him on his shoulder.]

Spider-Man: What are you…

[She runs around using her high-tech boots and climbs a steep wall and jumps so high that she flies into the troposphere.]

Spider-Man: I can't...! I can't...

Tinkerer: It’s okay. Just let go… Let go…

[Miles explodes in Phin's arms and falls from a great height into a mountain of construction debris. Rio runs up to him.]

Rio: No, no, no, no please. Miles! Oh god, say something.

[Miles coughs.]

Miles: Is everyone… okay?

Ria: We're safe. All of us.

Miles: Phin…

[He looks at the powerful flow of energy in the sky.]

Rio: Oh…

[Rio cries as hugs her son. The girl from the beginning of the game, Hailey, hands Ganke the mask of Miles. He hands the mask to Rio, and she puts it on her son. Miles stands up.]

Construction Worker: He's so young…

[Reporters arrive.]

Mural Painter: Hey - get outta here, kid. We'll take care of them.

Reporter: Did you see his face?

Rio: You did good… Spider-Man.

Spider-Man: Thanks.

Reporter: Who is he?

Mural Painter: That guy? He's our Spider-Man.

[Miles flies away, and Rio looks after him with a smile.]

FOUR WEEKS LATER

[Simon is taken away by the police...]

Simon Krieger: c'mon - those are clearly deep fakes. They're DEEP FAKES! You understand me? Do you have ANY idea who I am? I will OWN you! I will—

Police Officer: Yeah yeah, we know who you are.

Simon Krieger: OW! I will OWN you! Do you hear me!? GAH!

ROXXON’S KRIEGER ARRESTED, AWANTS TRIAL

Danika: That's right, friends: Simon Krieger is in PRISON. Aaron Davis, AKA the Prowler, flipped on him and Roxxon. Davis will serve time but could get a reduced sentence, I think we can all learn something from what happened
in Harlem: together, we're stronger. And that having your own neighborhood Spider-Man is pretty great.

[Miles walks down the street listening to music. He walks up to the mural, which now has two Spider-Men on it.]

Miles: Lookin' good, Hailey.

[Miles walks and dances, saying hello to passersby. He walks into his house, after which the shot changes to a view of the roof. Peter in his Spider-Man costume is standing at the water tower. Miles comes down on top of him... with a cup of coffee in his hands. He is drinking hot coffee upside down with his mask down.]

Peter: Man, still can't get over that suit. So cool.

Miles: Gotta be me.

Peter: Yeah. You do.

Miles: Pete, does this job ever get easier?

Peter: Some of it, yeah. Some things never get easier, though.

Miles: Roxxon did this uptown 'cause they saw us as disposable. Me. Rick. Phin. All of Harlem. I think part of our job's making sure they can't get away with it.

Peter: We'll add it to the Spider-Man oath.

[They hear a police siren in the distance.]

Peter: Go time?

Miles: Go time.

[They bump their fists and set out in pursuit of the criminals.]

[CREDITS]

[MID CREDITS SCENE]
[A man with a breathing mask in his mouth is immersed in a green liquid. He hears a TV set nearby.]

Newscaster: --residents of Harlem are still feeling the effects of the recent citywide uprising of the group known as "The Underground." While the Roxxon Corporation deals with a rash of lawsuits, newly-elected city councilwoman Rio Morales addressed the media yesterday to make a plea for additional public funds to assist with the--

[We realize that the man is Harry Osborne, and the room is a secret laboratory located in the Osborne mansion.]

Curt Connors: Vitals are good. Circulatory system healthy. Um. Brain activity normal--

Norman Osborn: He's been in there long enough.

Curt Connors: Mr. Osborn, I understand he's your son.

Norman Osborn: I want him out, Curt.

Curt Connors: But his disease could-- But we may be underestimating the potential danger of—

Norman Osborn: I said, GET HIM OUT! NOW!

[CREDITS CONTINUES]

[AFTER CREDITS SCENE]

[Miles flies to Trinity Church and jumps on its roof. He places a cube on it, their joint science project.]

Spider-Man: Goodbye, Phin.

[He hops onto the massive cross on the church and looks sadly out over the city.]

THE END