(as the members of the Black Order set out to their mission. Scene shifts to Midtown School of Science and Technology, where students are preparing for a Halloween party)

Michelle "MJ" Jones: (about Peter) I thought you said he lost the Stark Internship. He's still part of it?

Ned: Yeah, let's just say that Peter got his place back after Mr. Stark found out some punk cheated and sabotaged him.

Michelle "MJ" Jones: Okay, then. But, do us a favor will you?

Ned: (lifts his right hand in the air and "writes an X" in his chest with his finger) Anyone.

Michelle "MJ" Jones: Do remind your friend not to be late. Alright? Sure. This internship with Mr. Stark is meaningful, but he's got a job here in Midtown too. And we can't do this without him.

Ned: Sure. I'll let him know.

Michelle "MJ" Jones: (they watch an online report showing Spider-Man battling criminals; impressed) Wow. Nice new costume.

Ned: And that's not all. Look. (Spider-Man shows off the Spider-Legs of his armor)

Michelle "MJ" Jones: (stunned) Oh, my gosh! (smiles) He's gone Ultimate now!

(scene shifts to Peter swinging around the city in his Iron Spider suit until he hears news of a "new heroine in town")

Peter Parker: She owned that stabilizer for only 12 hours and she's already got like about an entire neighborhood's attention? Wow. She's becoming pretty better than me when I became Spider-Man. (he swings to where Kamala is and finds her (wearing her newly made superhero costume) apprehending a gang of criminals who are handed to the police. She approaches him in a rooftop building) That's a new cool look. How long did it take you to make it?

Kamala Khan: Not too long actually. I did start making it up a few hours before I met you. Although I did need the stabilizer to make sure it wouldn't rip apart. What'd you think? Too clownish?

Peter Parker: Wouldn't dare say it. You're beautiful the way you are. (again, they pause and, right after Peter's mask detaches from his head, make the same shy smile) (chuckles nervously) Slipped out. Again. Didn't it? (Kamala chuckles happily and stares at him passionately) So... any thought for a made-up name?

Kamala Khan: Yeah. I was thinking about some. First idea was "Rubberband Girl". But, no. Too lame. "Giant Girl", but still no. Too obvious. Then, "Elastigirl". Again, no. It's already taken. And, after thinking about the bed-night tales ammi told me about this legendary heroine of the 90's when I was little, I thought I should call myself... "Ms. Marvel". What do you think?

Peter Parker: That's a pretty name. And Marvel... that wouldn't happen to be...?

Kamala Khan: Carol Danvers. Or as they used to call her... Captain Marvel. You heard about this one too. Right?

Peter Parker: U.S.A. pilot and S.H.I.E.L.D. agent who was affected by radiation of alien experiments and became one of Earth's mightiest heroes. And maybe the first one who Nick Fury ever met. Yeah, I heard of that one. Although, I still keep asking myself... where's she been? Or what's she been doing lately?

Kamala Khan: People say she just went missing in space trying to stop an alien war. Some said she died. Prefer not to believe that by the way. But ammi said she's still somewhere around here. (scene shifts to a mysterious blond-haired woman wearing a large brown jacket and sunglasses and sitting in a chair near a restaurant having tea) And probably still looks like that woman I heard about. (a close-up shows a superhero costume beneath her jacket with a red-and-blue star insignia in it)

Peter Parker: Pretty sure we'll meet her one day. It's not the End of the World. (Kamala smiles and they hear Police sirens) So... let's go? (Kamala nods for yes and hangs on him as he swings with her)

Gamora: (watches them both from the Milano II monitor and chuckles) How I just want to see how much their bond will get that strong. (Groot plays a song in the ship's radio. Gamora hears the song and Groot, acting like he should not, almost stops it) No. No. It's okay. It's actually a pleasure to watch moments like those while listening to a song that fits in it.

Wanda Maximoff: (also watching the two in the monitor with a smile) I feel torn between the two reasons why I appreciate seeing them both like this... either because their bond is so healthy for the lives of trillions or... because they look so cute when they're together.

Gamora: (with a smile, she nods for agreement) I'd vote for the latter.

(scene shifts to Peter and Kamala fighting crime as Spider-Man and Ms. Marvel and also enjoying themselves as the song "You're the Inspiration" by Peter Cetera feat. Az Yet plays in the background)

Background Lyrics: "Baby, you're the meaning in my life

You're the inspiration

Bring feeling to my life

You're the inspiration

Wanna have you near me

I wanna have you hear me saying

No one needs you more than I need you (no one needs you more than I)

(INSTRUMENTAL)

Wanna have you near me

Wanna have you hear me saying

No one needs you more than I need you

You're the meaning in my life

You're the inspiration

Bring feeling to my life

You're the inspiration

When you love somebody

Till the end of time

When you love somebody

Always on my mind (No one needs you more than I)

When you love somebody

Till the end of time

When you love somebody

Always on my mind (No one needs you more than I)?"

(by the end of the sequence, Peter and Kamala stop in a building, unmask themselves and stare at each other's eyes in a loving fashion. Scene shifts to Stark and Mantis landing on a rooftop of a building watching them both)

Tony Stark: (sees Peter and Kamala talking in the distance) Pretty sure that's our Inhuman girl with him. Probably the one he and his BBF were building that stabilizer for.

Mantis: They are indeed. I sense their bond. It's growing stronger the more time they spend together.

Pepper Potts: (radio voice) Profound. Any powers by the way?

Tony Stark: If I got it right from Vision, she's got like Size and Shape-shifting powers. She can stretch her body like a rubber-band... you know...

Pepper Potts: (radio voice) Yeah, I know. (scene shifts to her in the Stark Industries laboratory) There were reports of a "Giant Girl" taking out criminals and doing superhero work in Queens. This girl calling herself "Ms. Marvel"...

Tony Stark: (radio voice) Quite a catchy made-up name. And she probably got that from Agent Danvers' old identity. You heard of that one. Right?

Pepper Potts: A little bit, but yes. There's a file about her in the S.H.I.E.L.D. Database. And radars indicate that she's still somewhere in New York. And still got her powers. And... (radars beep and indicate she is online) ...she's online.

Carol Danvers: (radio voice) And listening. (Stark and Pepper are caught off-guard) And I hope that so are you both. (scene shifts to a shadowed close-up to Danvers' lips) Because your kid and his gal pal will need a lot of help with who's coming.

Pepper Potts: And who is it?

Carol Danvers: (radio voice) Whoever it is... (scene shifts to Vision, Strange and Thor inspecting Kamala's Terrigen Cocoon) (voice over) ...you have they want. (scene shifts to Thanos (shadowed close-up to his eyes) sitting in his throne in Sanctuary II) You have what he wants. Needless to say who I'm talking about. Isn't it?

Tony Stark: (radars indicate a Q-Ship is coming) Needless indeed. You'll help in this one too. Right?

Carol Danvers: (radio voice) Sure. You and Strange focus on the ones close to the Sanctum Sanctorum. Steve and I will handle the ones in Midtown.

Tony Stark: Got it.

Steve Rogers: (radios the team) Everybody stay sharp.

(cut to Peter and Kamala)

Kamala Khan: (she and Peter are about kiss. But right before they can, Peter gasps as his Spider-Senses alarm him about danger) Peter? What is it?

Peter Parker: (turns around and sees the Q-Ship approaching) Trouble. Massive... intergalactic... trouble. (Kamala also sees the Q-Ship and buries her mouth in her hands shocked)

(the whole people of New York witness the ship in shock)

Tony Stark: Friday, evacuate anyone in South of 43rd Street, notify first responders.

F.R.I.D.A.Y.: Will do.

Tony Stark: (Strange comes in) You might wanna put that Time Stone in your back pocket, Doc!

Doctor Stephen Strange: Might need to use it. (shoots two Time Spell bolts to stop the ship's engine)

Ebony Maw: (emerges with Cull Obsidian) Hear me, and rejoice. You are about to perish at the hands of the Children of Thanos. Be thankful, that your meaningless lives are now contributing to...

Tony Stark: I'm sorry, Earth is closed today. You better pack it up and get outta here right now.

Ebony Maw: Stone keeper... Does this chattering human worm speak for you?

Doctor Strange: Certainly not. (he summons his Mandalas, entering a fighting pose) I speak for myself. There is no trespassing in this city and on this planet.

Tony Stark: Yeah. What he said. (shoots a missile from his armor at Maw, who deflects it with telekinesis)

Ebony Maw: He exhausts me. Bring me the Stone. (Obsidian growls and makes his move)

Pepper Potts: (radio voice) Tony? Doctor Banner wants to join in.

Tony Stark: Got it. Doc?

Doctor Strange: Precisely.

(Strange opens a portal which summons the Hulk, who is wearing his Sakaarian armor and arsenal)

Tony Stark: Tell me you feel like smashing, Big Guy?

Hulk: (smiles ferociously) You bet I do. (he and Obsidian charge towards each other and fight)

(right in the moment both Hulk and Obsidian's axes clash, scene cuts to Spider-Man swinging around with Ms. Marvel hanging on him)

Michelle "MJ" Jones: (loudly off-screen) SPIDER-MAN! SPIDER-MAN! HELP!

Spider-Man: It's Michelle. (he swings next to Michelle) Okay, MJ. I'm right here. What's wrong?

Michelle "MJ" Jones: Monsters! Alien monsters at school! My friends and teachers are still in there. You have to help them. Please!

Spider-Man: I will. (referencing to Ms. Marvel) We will. (swings to the situation with Kamala hanging on him)

Sam Wilson: (radios Rogers) Cap? We got ourselves a situation in Midtown.

(scene shifts to Midnight and Glaive cornering the students and teachers and pinning Principal Morita down)

Proxima Midnight: We will ask you and those pitiful creatures only once. Where is the source of the Gauntlet's malfunction?!

Principal Morita: Please, I beg you! We don't have your source. We don't know anything about it! I swear! I swear it!

((everything as Glaive speaks) as Midnight and Glaive keep Morita pinned down, Spider-Man sneaks through and crawls on the ceiling. The students and teaches notice him and he gets them to keep quiet with a "Shh" gesture. Ms. Marvel watches everything while hiding in a wall while she and Spider-Man make OK signals for one another)

Corvus Glaive: You are in luck that Lord Thanos is being patient. We would not be. The source is the only force which stands between him and his control over the Gauntlet. And we seek to destroy it.

Principal Morita: I told you! I have nothing to do with that!

Corvus Glaive: It does not matter! One way or another, you will surrender it to us, or die!

(Spider-Man and Ms. Marvel discreetly get ready)

Principal Morita: I... I can't!

Corvus Glaive: Then, let our kind watch you die! (he prepares to impale him with his glaive until Spider-Man webs it down and shoots a web in Midnight's eyes)

Spider-Man: Tell you, what. Why don't you pick on somebody your own size? (to Morita) I got this. Run! (Morita runs away) Ms. Marvel!

Ms. Marvel: Got it, Spidey! (runs towards Midnight and Glaive) You two want some of this?! (she enlarges her fists and uppercuts Glaive and Midnight one by one, sending them flying out of school)

Principal Morita: Thank goodness you came. These monsters... they just attacked our school! And I swear I have no idea what they mean with this source they came for!

Spider-Man: But we'll find out. You and your students and fellow teachers find shelter. Now.

Principal Morita: Yes. Everybody. This way!

(the students and teachers flee as Spider-Man and Ms. Marvel face off against Midnight and Glaive)

Proxima Midnight: Insolent children! You had no business with our mission.

Spider-Man: Oh, yeah? But they're from our neighborhood. Which makes them our business too. And how can you think terrorizing an entire school with innocent students there is a 'mission"?

Corvus Glaive: This is beyond you and your companion, Insect! Lord Thanos will have the Infinity Stones as soon as the source of the Gauntlet's malfunction is destroyed. Along with you and your miserable pathetic world!

Ms. Marvel: That's not gonna happen. We won't let you!

Proxima Midnight: If you desire to share the fate of those who defied the Great Titan before, so be it! (she and Glaive prepare to fight)

Spider-Man: (to Kamala) You take on the Trident Witch. I'll handle Mr. Grim Reaper.

Ms. Marvel: Got it.

Glaive and Midnight: FOR THANOS! (they charge towards Spider-Man and Ms. Marvel and the fight begins with Spider-Man battling Glaive and Ms. Marvel dueling with Midnight. Scene shifts to Strange battling Maw while Hulk holds his own against Obsidian. Maximoff joins the fight)

Wanda Maximoff: (catches Maw off-guard by throwing two cars in him with telekinesis) You might need my help, Doctor.

Doctor Strange: I appreciate that.

Ebony Maw: (breaking out the debris with his powers) That, my dear... was a tragic sad mistake. (he and Maximoff square off with their powers. Maximoff gains the upper hand) You are stronger than I first expected. It feels like... (Maximoff subdues him with her telepathic abilities and Maw has a vision of Wanda's past) The Stone?! Your power comes from the Stone?

Wanda Maximoff: Well... it's the only one thing I should thank my captors for. (she weakens Maw further, allowing Stark to blast him away with his armor's missiles and Strange sends him away with a teleportation portal)

Tony Stark: Tell me it's over? (Hulk defeats Obsidian, who then teleports away)

Doctor Strange: Here, yes. Elsewhere, not yet.

Wanda Maximoff: (her eyes ignite energy as her telepathic powers let her spot Spider-Man and Ms. Marvel) Peter and his friend. They need help.