S02E05 "What Dreams May Come"

Characters: Peter Parker/Spider-Man; Doctor Strange; Richard Raleigh; Lyle Getz; Miles Morales; Anya Corazon; Gwen Stacy; Alistair Smythe; The Living Brain; Kingpin; Spencer Smythe; Aunt May; Uncle Ben.

Teaser
Nighttime. Thunder, lightning, rain. Close on a penthouse high over the city. Dissolve into the study of DOCTOR STRANGE, meditating. He starts with astonishment and horror and utters a single word: "Bilderburg?"

Dissolve to the Bilderburg Academy. Inside a large hall, construction robots are maneuvering pylons and obelisks into position; all these are covered in hieroglyphs and runes. The job is being supervised by RICHARD RALEIGH, but he is interrupted by LYLE GETZ, who countermands one of Raleigh's orders and commands instead that the construction be demolished. Raleigh indignantly demands to know by what authority he gives this order; Getz says that as AIM's Scientist Supreme, he is within his rights to take down this "mystical mumbo-jumbo," which he finds an affront. Raleigh says that he has only to install the "Dreamer" and place "the Key," and then he will be able to complete the promise he made to AIM and demonstrate the power of the Nightmare Portal; why would Getz shut the project down when it is almost complete? Getz ponders, then says he will give Raleigh one chance, so he had better get the installation right. He departs. After he is gone, Raleigh notices that one of the crystal spheres that is part of the installation has started to glow.

Outside, Peter Parker is swinging across the skyline. He remarks to himself that he has improved his webs so that they work much better in the rain, though he himself still has trouble sticking to surfaces. He pauses near the Bilderburg academy when he sees movement. He recognizes it as a Spider Slayer, and goes to investigate. It doesn't seem to be tracking him, though, and even after he attacks it, it scurries away before resuming a watchful stance directed at a chapel-like building on the Bilderbug campus. Spider-Man remarks to himself that it seems more interested in that building than in himself; no sooner has he said this than a bolt of lightning vaporizes the Slayer. Spidey runs off, telling himself that the school can clearly defend itself, and he doesn't want to get blasted too.

Act I
Daytime at Horizon, and Peter is helping MILES MORALES attach the Neuro-Cortex to a robotic body. Peter asks if giving the electronic brain a body is the safest thing—his spider-sense tingles every time he gets near the thing. Miles teases that Peter's spider-sense is picking up the ghost of Otto Octavius, then tells Peter to relax. It's Max Modell's idea anyway: giving the NC an armed body is the best thing, for then it can defend itself in case another gang tries stealing it. Besides, it has already proven its fighting bona fides, as it was the guiding intelligence of Robot Master's robotic horde. Peter unhappily remarks that maybe that's what upsets him, because what if the thing is still linked remotely to some of Stromm's robots, and reactivates them? That in turn, reminds him of the Spider Slayer he spotted outside Bilderburg the night before. He is just telling Miles about this when he's interrupted by ANYA CORAZON and GWEN STACY, who overhear mention of Bilderburg. Anya says that ALISTAIR SMYTHE is enrolled there, and that as she has some free time that afternoon she'd like to go out and see him. Gwen demurs, but when Peter says he'll go, she changes her mind. Anya asks Miles along. "Three's already a crowd, Anya," he tells her as he concentrates on the Neuro-Cortex. "Besides, Max wants me to finish this thing today so we can start testing it."

Dissolve to a lab at Bilderburg, where Peter, Anya and Gwen stand around Alistair Smythe, who is concentrated on a project before him. He is very curt with them and only explains that he is working on "metamorphic silicates." "You're working with modeling clay," Peter retorts as Alistair stimulates a pile of goo with electricity, provoking it to reshape itself. "I thought Bilderburg would be more challenging." Alistair retorts: "At least we don't accidentally put our best professors into comas." Anya diplomatically suggests that Peter go get a soda from the machine. Out in the hall, Peter looks down the corridor and sees doctors wheeling a figure in a stretcher along. "Maybe this place isn't as safe as Alistair brags about," he says, and follows at a discreet distance until the patient is taken into a chapel. He hops onto the outside of the wall and peers in through a window, to see the figure being taken from the stretcher and placed in a coffin. Peter is startled: "That looks like Richard Fisk!" The last he heard, this former classmate was being treated in France. Were the doctors unable to save him? Is he being buried?

Inside the chapel, Getz asks Raleigh the same question as the coffin is lowered into the floor at the center of a ring of obelisks. Raleigh explains that the Portal requires a "Dreamer" to connect our world to the "Dream Dimension." Fisk, being comatose, was a perfect candidate. He was also a former student, so his being added to the Portal is something of a homecoming for him. "Tonight we will seal the lid and open the Portal in the vault below. And then we and AIM will be able to tap such power as has been undreamed of until now!" Getz dryly replies that it had all better be worth it.

Dissolve to Horizon, nighttime. Peter enters his lab and is startled when the roboticized Neuro-Cortex lunges at him and offers to bring him a "tasty beverage." Miles introduces Peter to his new toy: "I call it The Living Brain!" on account of its being a brain and, with a body, seemingly alive. Peter pronounces it "creepy," which reminds him: Does Miles want to come with him to investigate Bilderburg? "They buried Richard Fisk in the chapel there this afternoon." Miles demurs. When Peter says he hasn't hung out with "Spider-Miles" in too long, Miles confesses that maybe all that spider stuff was kind of a phase to him; he doesn't think he's that much into anymore, not since he took the lead on the Neuro-Cortex project.

A vexed Peter arrives at Bilderburg and perches on the chapel wall (as before) to look in through a high window. It's even creepier at night, he declares, as robed figures light candles around the circle in the middle of the floor. One of them he recognizes as Alistair Smythe, but he is more interested when Richard Raleigh lays a cuneiform tablet into place in the floor in the middle of the circle. Spidey thinks he's recognized it. He's startled when a vivid flash runs liquidly across the face of all the engraved surfaces below, and he remarks to himself that for a moment he tasted metal. Before he can wonder further, he is brushed aside by a Spider Slayer, which bursts into the chapel. When Spidey recovers his footing, it's in time to see the Slayer rushing off toward town with Raleigh in its claw.

Act II
Spider-Man pursues the Slayer, but is hampered in taking it down for fear of hurting Raleigh. He is only able to grapple with it when it releases Raleigh just as armed men burst onto the roof where it and Spidey are fighting. Spider-Man fights the armed thugs, and in the confusion Raleigh runs off. The battle ends abruptly when a blast causes the men to drop their overheated guns; Spider-Man himself is briefly blinded. Doctor Strange descends into the midst of the stunned party. KINGPIN joins them all on the roof; SPENCER SMYTHE, with the Spider's controller, is with him.

A three-way dialogue commences: Spider-Man accuses Kingpin of kidnapping Raleigh; Kingpin retorts that Raleigh is holding his son hostage; Spider-Man remembers Kingpin now as Richard Fisk's father, and asks why, if Richard is being held hostage, he was put in a coffin and buried inside Bilderburg. Doctor Strange silences both men by saying there are strange things afoot at Bilderburg—there is an occlusion about the Academy that blocks his mystical vision; and he lets Spider-Man gush about him and his reputation to Kingpin when Kingpin demands to know who he (Doctor Strange) is . Kingpins says he doesn't care what is going on inside Bilderburg, he wants his son back, and he had sent a Slayer to "fetch" Raleigh for a negotiation. Strange then offers to investigate and return the boy. A doubtful Kingpin offers him "one hour," and withdraws.

With Kingpin gone, Doctor Strange turns to Spider-Man and asks his help. It is not just his vision that of Bilderburg that is being occluded; he is physically incapable of entering the grounds. But Spider-Man can get in, and if he carries a mystic totem (which Strange hands him) then he will be able to bring Strange inside as well. "But my freedom within will be limited; I cannot stray more than a dozen yards from the totem, so don't call me inside until you have found the boy, or until you need help." And, he cautions Spider-Man, if things are as bad as he suspects, then Spider-Man will definitely need his help.

At Bilderburg, Raleigh re-enters the chapel and orders Alistair to fetch the ceremonial clay; Alistair looks unhappy, but fetches back a large tub of clay, which he sets in the midst of the obelisks. Getz enters to watch as Raleigh intones a spell that causes the clay to rise and fashion itself into a Mindless One—a golem-like creature. Getz professes himself impressed, until Raleigh orders the thing to seize him (Getz). As Getz struggles, Raleigh announces that with the power of the Nightmare Portal he will be able to seize control of AIM itself. He orders Smythe to bring more ceremonial clay, and Alistair runs from the chapel.

High up on a roof, Spider-Man sees Alistair crossing the quad, carrying another tub of goop. He drops down to confront Alistair, asking what he knows about Richard Fisk. Alistair retorts that he doesn't have anything to say to Spider-Man, that with the power that Bilderburg now commands the school will answer to nobody. He runs into the chapel. Spider-Man decides that's the place he needs to investigate. He slips inside through an upper window, and from the ceiling watches as Raleigh raises another Mindless One. Spidey decides that this is the kind of thing Strange warned him about, and drops from the ceiling. Before he can raise the totem, though, Raleigh spots him and orders the Mindless Ones to attack him. Spider-Man finds that he can dodge them, but he can't trap or outfight them. When Raleigh raises a third one, Spider-Man leaps onto an altar-like objects and successfully brings Strange into the battle. The sorcerer is momentarily paralyzed with horror at what he sees, but he succeeds in blasting the Mindless Ones to dust. But Raleigh is able to trap him and Spider-Man both inside a mystic circle—the altar was exactly the wrong spot for them to be standing, he gloats.

Before he can gloat too long over them, though, all the chapel windows shatter and an army of Strommian robots led by a Slayer enters, scattering the Bilderburg acolytes and pinning Raleigh to the floor. Kingpin enters and demands to know where his son is. Spider-Man tells Kingpin that he's buried in the midst of the obelisks. Kingpin advances to the spot and raises his cane over the cuneiform seal. Strange recognizes it—"The Key of the Cambionites!"—and before he or Raleigh (crying out in unison) can stop him, Kingpin strikes the tablet and shatters it.

The world goes black and all the ambient sound vanishes. The moment hangs. The sound of an explosion, and the Kingpin's bulk is silhouetted against a pillar of purple light.

Act III
Open on a pillar of purple light, silhouettes of the Kingpin and others splayed against it. A noiseless wind engulfs them, but all sounds are muffled by a constant thunder.

Angle on Alistair Smythe, who cautiously approaches the pillar. Strange shouts at him, but he has no voice. Alistair looks down into the source of the light. POV: a pit filled with roiling coils of smoke, like tentacles. Alistair gasps and stares, and all his features melt off his face, leaving it a featureless blank.

Inside their circle on the altar, Spider-Man and Strange are shielded from the wind and the thunder. The light under their dome is normal. Spider-Man asks what is happening. Strange replies that they are looking at a gateway into the Nightmare Dimension. Raleigh, the fool, constructed and sealed it, to channel and harness its power. But the lid is off and the power now pouring out into the world. The chapel, the campus, soon the city and eventually the world will be poisoned with "the stuff that dreams are made of." Spider-Man asks if that's bad. Strange: "It's called the Nightmare Dimension. What do you think?"

Strange notes that the circle Raleigh cast about them is weakening and will soon shatter. That is good, for even though it protects them for the moment, they will then be able to move freely to retrieve the Key of the Cambionites and place it again, sealing the portal. "But we must take something real with us," Strange tells Spider-Man as he offers him his hand, "or we will be lost." The room beyond is now engulfed in nightmare, and without something real—the touch of each other—they will lose themselves in it. Strange further warns Spider-Man not to let himself be seduced by what he might see or find out there, for some nightmares, in their way, can be quite pleasant. "Nor can we tarry," Strange concludes, "for the longer we remain in the dream, the more real it will become, until it will become our only reality."

The dome evaporates, plunging them into a world of purples and violets, filled with thunder. Slowly they advance into the room, moving among the frozen others, who (Strange says) are already lost inside their dreams. As they pass the Kingpin, Spidey brushes against him, and the world changes: They are now in a cemetery, and the Kingpin is staring down at a grave. The name "Richard Fisk" is on the gravestone. "Our dreams may intersect," Strange tells Spidey. "This is Wilson Fisk's nightmare."

Spidey stops to listen to the Kingpin, who murmurs sadly that all he did was for his son, and all is now futile with his death. Spidey urges him to wake—"It's just a dream"—but Strange says that Kingpin is already too lost in his nightmare to hear. Spidey then looks over and sees AUNT MAY standing some distance away. He calls to her; Strange tries to restrain him. But Spidey looks down and sees he is clutching a disembodied hand, and in a fit of disgust flings it away. Too late he realizes what he's done, and his shouts for Strange go unanswered. He goes over to his aunt. He finds her also staring down at a grave. Spider-Man assumes (aloud) it is his Uncle Ben's grave, but then sees that it is his own. He is confused: This is supposed to be his nightmare, not his Aunt May's. Then he understands: He fears that his aunt will lose him. He promises that isn't going to happen, and runs off.

As though in a flash of lightning, the scene briefly returns to the chapel, and Spider-Man reaches for a tall, shadowed figure he assumes is Strange. When he touches it, though, he is transported to a university lecture hall. He blinks and looks around. It's filled with students, but one of them is bare-chested: Richard Raleigh. Spidey snickers to himself: Really, this is the man's nightmare, going to class in his underwear? Then Spidey notices that beneath their clothes and caps all the other students are Lovecraftian horrors. They begin to turn and glare at Raleigh, and to clamber out of their seats toward him. Close on Raleigh, whose eyes stare as sweat drips down his face. But he is paralyzed, and his lips quiver soundlessly as the creatures clamber toward him.

Spidey turns and sees that the lecturer is Doctor Strange. He runs up in relief to grab Strange, but Strange's limbs transform into snakes and turn on him. He tries fighting, but all his webs are useless, and he runs outside. The world beyond is a similar horror: a skyline of cyclopean monstrosities under a sky that is a single, staring eyeball. Tentacles writhe through the streets. He hears a chanting and sees Strange (again) atop a building, conjuring against a bulbous head rising from the boiling ocean. Spidey grabs at him, shakes him, shouts in his ear, and finally covers his eyes with his hands. The world tears, and he and Strange are back in the chapel.

They are fortuitously placed, for at their feet are the shards of the cuneiform seal. Strange is horrified, and briefly falls into a trance, murmuring that it must be another nightmare, for if the Key is broken then there can be no sealing of the portal. Spider-Man asks if there is no other way, for if not won't all these visions become real? The question catches Strange off-guard, then he cries out: "No! But it's the only way." He hurriedly inscribes a circle as he explains: The dreams become more real the longer you are in one. But for that reason if you maintain a connection to the real world, and if part of the dream has become real enough, it will be possible to take that part of the dream out of the dream and into the real world. "I must go into the dream world and find a Key inside it," he says, "then bring it back. With it, we can seal the Portal." Spider-Man asks if Strange has to be the one to go; Strange says he won't send anyone else; Spider-Man insists that he be the one to go, for if he fails Strange will have to remain in the real world to find another way to control the nightmares. Strange, with an ashen expression, agrees. Spidey steps into the circle.

In a flash he finds himself in his old neighborhood. He watches in astonishment as his Uncle Ben steps out of the garage of his house and calls to Peter. But it's young Pete who runs up, and Spider-Man watches scenes from his life play out before him, overlapping, all at once: eating with his aunt and uncle, helping clean up, flying a kite, working on a school project, crying and being comforted after hurting himself. At first he is entranced: This isn't a nightmare, this is wonderful. But the light begins to fail, and he realizes the nightmare is coming: He's going to watch his uncle die.

Night falls, and the only light spills from the garage where his uncle is working. Uncle Ben calls out to Peter; when no one comes, he goes to the door and squints at Spider-Man: "Peter?" Spider-Man stumbles forward a step and says "Yes, Uncle Ben?" But Uncle Ben starts in horror. "You're not my nephew. You're not Peter!" Spider-Man pleads that he is, becoming more and more shrill, begging for his love as Uncle Ben rejects him, and backs away. The fear on Uncle Ben's face twists first into disgust and then into hatred: "Yes. Yes, I see now, you are Peter! Look at what you've done to yourself! You're a monster! I'm glad I'm dead and didn't have to see this!" Peter looks down and finds himself with four legs and four arms.

Then Peter sees the pistol in his hand. Uncle Ben growls at him. "I died so you could become this Spider-Creature! You'd rather be this Spider-Creature than see me alive again! You want it so bad you'd kill me yourself! Well, you'll get your wish. You'll have to see me dead!" Peter sees that his uncle is clutching a cuneiform tablet to his chest. "It's the only way you'll get this from me! The only way you'll get it is over my dead body!" Peter begs, and feebly tries tugging it from him, but Uncle Ben insists that he'll have to use the gun. Distantly, Peter hears Strange calling: "It's not real, it's a nightmare. You have to kill it!" Shaking, Peter raises the pistol. Uncle Ben glares back with a look of purest malevolence. "I'm sorry," Peter says. "Even if you're not real, I don't want to do this." He covers his eyes and squeezes the trigger.

Spider-Man finds himself back in the chapel, the tablet in his hands. He can hardly react as Strange takes it from him. OS, Strange chants, and the purple glow and the thunder vanish. Angle on the cuneiform tablet, embedded in the floor again. Strange makes a gesture, and all the obelisks topple. Then he shatters the tablet into dust.

Dissolve to a rooftop, with Strange and Spider-Man looking down at the chapel. Various figures are being wheeled out in stretchers and wheelchairs. The face of one is swaddled in bandages; another is Richard Fisk; a third is the Kingpin. Spider-Man asks if they will recover. Strange says that the physicians will do what they can for the boys. As for Wilson Fisk, he is still trapped in his nightmare. Spider-Man hesitates, then says, "In my nightmare, at the end, to get the Key back—" "I know what you went through," Strange says. "I saw it. It was just a dream." "It felt so real." "It had to, or else you could never have brought the Key back." "I never want to go through that again." "The nightmare was strong, but you were stronger. You are stronger now for going through it. You can only succumb to your nightmares if you run away from them. Now go get yourself a good night's sleep. Things will look better in the morning."

"Spider-Man Commentary: What Dreams May Come" 

Next: "S02E06 "Screwball Live""