The scene cuts the next day in a comic book store, where Miles looks at a Spider-Man costume, deciding. Then buys it from a comic book owner who looks a lot like a legend.

Store Owner: I'm going to miss him.

Miles: Yeah.

Store Owner: We were friends you know.

Miles: Can I return it if it doesn't fit?

Store Owner: It always fits. Eventually.

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

Cut to the inside of a bathroom as Miles puts the costume on and stares at himself in themirror

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Cut to the inside of a bathroom as Miles puts the costume on and stares at himself in themirror.

MJ: He didn't ask for his powers. Buthe chose to be Spider-Man.

He experiments, crouching in a classic Spider-Man pose. He relaxes then quickly tries another pose. Cut to a Cathedral on a gloomy day. Miles walks in a sea of well wishers in full costume, many also in Spider-Man costumes, homemade and store bought.

MJ: My favorite thing about Peter isthat he made us each feel powerful.We all have powers of one kind oranother. But in our own way, we areall Spider-man. And we're all counting on you.

Miles: They're counting on me.

Citizen: Probably not you specifically. Ithink it's a metaphor.

MJ backs away from the dais. Aunt May comforts her. Cut to a alleyway, where Miles rounds a corner and takes out the Spider-Man Origins comic book. He flips to a page that depicts Peter testing his new powers by jumping from a building. Miles runs up a flight of stairs, eyes determined. He bursts through a door and onto the roof of the building.

Miles walks to the edge, looks down and then across the neighboring roof, calculating the jump. He backs up. Cracks his neck. He waits there. As he stood there. It suddenly cuts to Miles running down a flight of stairs. Miles, disappointed in himself for chickening out, eyes a shorter building.

Again Miles is shown running up another flight of stairs. On the rooftop He backs up. He cracks his neck...then runs, gaining speed--and trips on his untied shoelace, falling to the ground below. Miles lands with a CRACK, and pulls out a key which is now totally broken.

The scene changes to nighttime as it was snowing now. Empty and quiet. Footsteps on snow as Miles approaches Peter Parker's grave. He takes off his mask, looks down at Parker's gravestone andsighs, then speaks, so softly we can barely hear him.

Miles: I'm sorry, Mr. Parker... That thing you gave me, that key... I think I really messed it up. I want to do what you asked. I reallydo, but... I'm sorry. I'm not sureI 'm the guy. I can't do this without you.

Behind Miles a dark figure rises, casting a shadow.

???: Hey! Kid!--

Terrified, Miles pulls his mask down and turns around--the figure steps forward--Miles panics and throws his arms up, accidentally delivering a venom strike. The Dark Figure flies back as webbing flies from his hands and sticks to Miles, yanking him forward.

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