Spider-Man: No Way Home

Spider-Man: No Way Home is a 2021 American superhero film based on the Marvel Comics character Spider-Man, co-produced by Columbia Pictures and Marvel Studios, and distributed by Sony Pictures Releasing. It is a sequel to 2019’s Spider-Man: Far From Home, immediately picking up where the mid-credits left off, and the 27th film in the Marvel Cinematic Universe (MCU). It stars Tom Holland, Zendaya, Benedict Cumberbatch, Jacob Batalon, Jon Favreau, Jamie Foxx, Willem Dafoe, Alfred Molina, Benedict Wong, Tony Revolori, Marisa Tomei, Andrew Garfield and Tobey Maguire.
 * Directed by Jon Watts. Written by Chris McKenna and Erik Sommers.

Summary

 * Spider-Man, after accidentally bringing other dimension's Spider-Man villains to his world, must defeat and cure all five of them, recruiting his best friend, his girlfriend, and two alternate versions of himself along the way.

Curt Connors / Lizard

 * (To Electro) Do you know, Max? Do I die?
 * Trust me, Peter. When you try to fix people, there are always consequences.
 * No way that's his girlfriend, no way.
 * And so it begins...
 * (Grabbing Peter 1 and tossing him through the floor) I told you there'd be consequences!

Flint Marko / Sandman

 * Peter! It's me, Marko! Remember!?
 * A different Peter. Weird.
 * They both died. Fighting Spider-Man. It was all over the news. Green Goblin, impaled by the glider he flew around on. And a couple years later, you, Doc Ock, drowned in the river with your machine.

Max Dillon / Electro

 * That's what I was feeling. The power, it's different. I like it.
 * Ah, please. Let me tell you somethin'. I was whoopin' Spider-Man's ass, he'll tell you. And then, he caused an overload. I was stuck in the grid, absorbing data. I was about to turn into pure energy, and then... Oh, shit. I was about to die.
 * (To Doc Ock) I liked you better before. (Blasts him through window)
 * What's up, Peter? How do you like my new look? Look, you give it to me, I'm gonna destroy it! [Chuckles] But I'll let you live. Don't make me a murderer, Peter.

Doctor Strange

 * (About Wong becoming the Sorcerer Supreme) He got it on a technicality, because I blipped for five years.
 * Please. We saved half of the universe together. I think we're beyond you calling me "sir".
 * The entire world is about to forget that Peter Parker is Spider-Man.
 * We tampered with the stability of spacetime. The multiverse is a concept about which we know frighteningly little.
 * Be careful what you wish for, Parker.
 * When you botched that spell where you wanted everyone to forget that Peter Parker is Spider-Man, we started getting some visitors from every universe.
 * (After giving Peter 1 his magic web-shooter) You're welcome.
 * (To Peter 1) Don't.
 * This is the mirror dimension, where I'M in control!!
 * (To Peter 1) I'll come and get you after it's done.
 * (After Peter 1 yanks his magic ring off of his finger with a web) Ow.
 * The problem is you, trying to live two different lives. The longer you do it, the more dangerous it becomes.

Wong

 * (To Doctor Strange) Just.... Leave me out of this. (Steps through portal)

Aunt May

 * (About Norman Osborn) One of the guys you're looking for just showed up.
 * (Last words) With great power.... Comes great.... responsibility.

M.J.

 * If you expect disappointment, then you can never really get disappointed.
 * (To Doctor Strange) I have a few magic words myself.... Starting with the word "please".
 * (To Peter 3, after he saves her from falling off the Statue of Liberty) Thanks.

Ned Leeds

 * (To Peter 1, over the phone, after Mysterio posthumously revealed Spider-Man's secret identity) Dude! Dude! DUDE!!
 * (Repeated line, referring to Peter 1) I just... Wish we could see him.
 * (To Peter 3) Nana wants to know if you could just get that cobweb over there, while you're up there....
 * (To Peter 1) I would NEVER kill you on purpose!
 * (To Doctor Strange) No, sir, wait! He's curing them. (Points to the Lizard being turned back into Curt Connors)

Flash Thompson

 * For more, read my new book, Flashpoint! One spider, two friends, a million crazy memories!
 * (To Peter 1) You know what I want.

Norman Osborn / Green Goblin

 * (To himself) You can't hide from who you really are!
 * ....Oscorp doesn't exist....
 * I've watched you from deep behind Norman's cowardly eyes, struggling to have everything you want, while the world tries to make you choose. Gods don't have to choose. We take.
 * (While being pummeled by Peter 1) AhahahahahaHAHA!!
 * (Offscreen) Can the Spider-Man come out to play!!?
 * (To Peter 1, evilly) Attaboy. (Grins)
 * (To Peter 1, after being cured by him) What have I done?

Otto Octavius / Doctor Octopus

 * You think your fancy new suit's gonna save you!!?
 * (To his arms, upon seeing Peter 1's robotic arm-spikes) Look's like we've got competition.
 * [Confused] You're not Peter Parker.
 * (Upon seeing the Green Goblin) Osborn?
 * A spell? As in magic? What is this, a birthday party? Who is this clown? What is this madness?
 * WE TIRE OF YOUR QUESTIONS, BOY!
 * That’s nonsense! Spider-Man was trying to stop my fusion reactor. So I stopped him! I had him by the throat and then I... And then I was here.
 * The voices.... They're gone.
 * (To the Green Goblin) How does it feel, Norman? You'll finally be whole again.
 * (To Electro, about two of the Peters) They're mine.
 * (To Peter 2) How are you, Peter?
 * (About the arc reactor) The power of the sun.... (Peter 2 finishes quote)

Happy Hogan

 * (About Sandman) Is one of those guys made of mud?
 * (Pinned down by security forces) PETER!! RUN!!

Peter 1

 * For the record, I never wanted to lie to you. But how do you tell someone that you're Spider-Man? Now everybody knows.
 * [To M.J.] Ever since I got bit by that spider, I've only had one week when my life was felt normal, or kinda normal, I guess. And... that was when you found out, because then everyone that was in my life that I wanted to know knew. And it was perfect. But now everybody knows, and... I am the most famous person in the entire world. And I'm still broke.
 * I've just been thinking how to fix all of this.
 * When Mysterio revealed my identity, my entire life got screwed up. I was wondering if you can make it so that he never did.
 * The multiverse is real?
 * (While webbing objects up in the Mirror Dimension) ....Calculate the radius, divide by Pi....
 * (Repeated line) Punches Green Goblin.
 * [To the Green Goblin, enraged and hateful] No... I just want to kill you myself.
 * (To MJ) My name is Peter Parker, and.... (sighs) I would like a coffee, please.

Peter 2

 * I generally don't go around advertising it (being Spider-Man). Kinda defeats the whole "anonymous superhero" thing.
 * I'm good. I've been stabbed before.
 * (To Ned Leeds about Harry Osborn) He died in my arms.... After he tried to kill me. (Voice breaks) It was heartbreaking.
 * (Being pursued furiously by Sandman) GUYS, I'M AT THE TOP! I NEED THE CURE!!!

Peter 3

 * [To Peter 2] So, what, are you gonna go into battle dressed as a cool youth pastor, or you got your suit? [Peter 2 pulls down the collar of his shirt to show part of his costume underneath] Good.
 * This is so cool. I always wanted brothers.
 * [To Electro] Hey, Max! I missed you, man!
 * (Points to himself) Peter 3!!
 * [To Peter 1 and Peter 2] I love you guys.

Eddie Brock/Venom

 * I'm sorry. I'm an idiot. There was a billionaire, he had a tin suit, and he could fly, right?
 * And there was a really angry green man?

Dialogue

 * Peter 1: (Matt Murdock, his lawyer, who is secretly Daredevil, has just caught a brick flying through Peter's window) How---How did you do that?
 * Matt Murdock: I'm a really good lawyer.


 * Flash Thompson: (To Peter 1, MJ, and Ned) Wait.... You guys didn't get in?
 * Ned: Yeah. Because we're ACTUALLY friends with Spider-Man.
 * Flash awkwardly leaves.
 * MJ: You know what? I wouldn't change a thing I did. (She tears up her letter and goes back to her job)
 * Ned: (After tearing up his own letter) Actually, I, um, (Gathers up the pieces) I have to show this to my parents.


 * Dr. Strange: So, Peter. To what do I owe the pleasure?
 * Peter: I'm sorry to bother you, sir.
 * Dr. Strange: Please. We saved half the universe together. [Magically lights a fire in the fireplace] I think we're beyond you calling me "sir".
 * Peter: OK…. Stephen.
 * Dr. Strange: That feels weird, but I'll allow it.


 * Dr. Strange is casting his spell. Peter 1 has already interrupted him several times.
 * Peter 1: Oh, wait. Happy!?
 * Dr. Strange: (Misunderstanding) No, I'm annoyed.
 * Peter 1: No, it's a name, Harold 'Happy' Hogan---
 * Dr. Strange's spell explodes.
 * You can see an endless purple nebula (the Multiverse) through gaping cracks in the wall. Dr. Strange gives a yell of effort and, closing the cracks, manages to contain the spell.


 * Peter 1: (After Dr. Strange's spell failed) Stephen.... I'm so sorr---
 * Dr. Strange: (Harshly) Call me Sir.
 * Peter 1: I'm sorry, sir.
 * Dr. Strange: You changed my spell SIX TIMES!!
 * Peter 1: (Quietly) Five. Five times.


 * Doc Ock: Hello, Peter.
 * Spider-Man: [Confused] Hi? Do I know you?
 * Doc Ock: What have you done with my machine?
 * Spider-Man: Your mach- I don't know what you're talking about. I don't - what machine?
 * Doc Ock: The power of the sun, in the palm of my hand. It's gone.
 * Spider-Man: Listen, sir, if you stop smashing cars, we can work together and I can help you find your machine!
 * Doc Ock: You wanna play games? [Picks up two cars and throws them at Spider-Man] Catch!


 * Doc Ock: (To Peter 1, after hurling him through a car's roof) I should have killed your little girlfriend when I had the chance!
 * Peter 1: (Quickly emerging with his robotic arm-spikes) WHAT did you say!!?
 * Doc Ock: (To his tentacles) Looks like we've got competition.


 * [Peter, MJ, and Ned alert Dr. Strange about the new supervillains that just appeared.]
 * Ned: So how did the bad guys get here?
 * Dr. Strange: He screwed up a spell trying to get you into college.
 * MJ: Wait, what?! I thought it was the MIT Lady you saved.
 * Ned: You did it with magic?
 * Peter 1: No, that was after. Let's just focus on the good news, okay?
 * Dr. Strange: No, let's just focus on the bad news. As of now, you have detected zero multiversal trespassers, so get on your phones, scour the Internet, and… Scooby-Doo this shit!
 * MJ: You're telling us what to do, even though it was your spell that got screwed up, meaning that all of this is kind of your mess. You know, I know a couple of magic words myself. Starting with the word "please".
 * Dr. Strange: [Resigned] Please, Scooby-Doo this shit.


 * Sandman: (About Electro, after Spider-Man shot Electro with his magic web) What did you do to him!!?
 * Peter 1: Please, sir, I can explain---
 * Sandman: Did you just kill him!!? (He lunges at Spider-Man)
 * Peter 1: AGH!!
 * Spider-Man shoots him with his magic web.


 * The Lizard: (To Electro) Wow, Max. Last time I saw you, you had glasses and big teeth. Did you get a makeover? (Pauses) I can give you a makeover, Max. (Grins evilly)
 * Electro: (Bored) Let me guess.... Into a lizard.


 * Dr. Strange: (Upon seeing Norman) Ah, good. You've found another one.
 * Peter 1: No, wait, he's harmless!
 * Dr. Strange blasts Norman into a magic prison.
 * Doc Ock: (Shocked) How'd you do that!!?
 * Dr. Strange: Lots of birthday parties.


 * Dr. Strange: (After Peter 1 yanks his magic ring off of his finger with a web) Ow.
 * Peter 1: Sorry, sir.


 * Electro: (To Sandman) So, how did you get your powers?
 * Sandman: I fell into a reactor.
 * Electro: Really? I fell into a vat of electric eels.
 * Sandman: Gotta be careful where you fall.


 * Doc Ock: How does it feel, Norman? You'll finally be whole again.
 * Norman has once again become the Green Goblin. He smiles wickedly.


 * Peter 1: This is all my fault, May. I should've just listened to Strange and let him send--
 * Aunt May: [Dazed from the bomb blast] You did the right thing. They would've been killed. You did the right thing.
 * Peter 1: It's not my responsibility, May.
 * May: Oh. [References his chat with Osborn at the FEAST shelter] What Norman said? My moral mission. No. No, no, Peter, listen. You listen to me. You have a gift. You have power. And with great power…there must also come great responsibility.


 * MJ: Prove it?
 * Peter 3: Prove what?
 * MJ: That you're Peter Parker.
 * Peter 3: I don't— I don't really carry an ID with me, it kinda defeats the whole "Anonymous Superhero" thing.
 * MJ throws a piece of bread at Peter 3, and it hits him in the chest.
 * Peter 3: Why did you do that?
 * MJ: I was trying to see if you have the tingle thing.
 * Peter 3: I have the tingle thing, just not for bread. (MJ picks up more bread) Can you not throw the bread again? (He thinks)
 * Peter 3: (Sighs) You're a deeply mistrusting person… And I respect it. (He jumps up slightly and sticks to the ceiling with one hand)


 * Ned Leeds: Nana wants to know if you could just get that cobweb over there, while you're up there....
 * Peter 3: Oh. Sure.


 * Peter 1: She's gone, and it's all my fault. She died for nothing. So I'm gonna do what I should've done in the first place. [Starts to reach for the box in MJ's hand]
 * Peter 2: Peter.
 * Peter 1: Please don't. You don't belong here. Either of you, so I'm sending you home. Those other guys are from your worlds, right? So you deal with it. If they die, if you kill them-- That's on you. It's not my problem. I don't care anymore. I'm done. I'm really sorry that I dragged you into this. But you have to go home now. Good luck.
 * [Peter 1 starts to reach for the box, but MJ moves it away from him, wordlessly encouraging Peter 1 to hear his counterparts out.]
 * Peter 2: My Uncle Ben was killed. It was my fault.
 * Peter 3: I lost Gwen. My, um– She was my MJ. I couldn't save her. I'm never gonna be able to forgive myself for that. But I carried on. I tried and tried to keep going. I tried to keep being the friendly neighborhood Spider-Man, because I know that's what she would have wanted. But, at some point, I just-- I stopped pulling my punches. I got rageful. I got bitter. I just don't want you to end up like me.
 * Peter 2: The night Ben died... I hunted down the man who I thought did it. I wanted him dead. I got what I wanted. It didn't make it better. Took me a long time to... learn to get through that darkness.
 * Peter 1: [Bitterly] I wanna kill him. I want to tear him apart. I can still hear her voice in my head. [Briefly sobs, then composes himself] Even after she was hurt, she said to me that we did the right thing. She told me that with great power--
 * Peter 2: "Comes great responsibility".
 * [Peter 2 and Peter 3 exchange knowing looks.]
 * Peter 1: [Taken aback] Wait, what? How do you know that?
 * Peter 3: Uncle Ben said it.
 * Peter 2: The day he died. [Moved] Maybe she didn't die for nothing, Peter.


 * Peter 1: Hey, what are, like, some of the craziest villains that you guys have fought?
 * Peter 2: Seems you’ve met some of them.
 * Peter 3: [Laughs] That’s a good question.
 * Peter 2: Yeah. I fought an alien made out of black goo once.
 * Peter 1: Oh, no way! I fought an alien, too. On Earth and in space.
 * Peter 2: Oh.
 * Peter 1: Yeah, he was purple.
 * Peter 3: I wanna fight an alien!
 * Peter 2: I’m still, like, that you fought an alien in space.
 * Peter 3: [Sighs] I’m lame compare—like, I…fought a Russian guy in a rhinoceros machine.
 * Peter 2: Can we rewind it back to the “I’m lame” part? ‘Cause you are not.
 * Peter 3: Thanks! I appreciate that. I’m not saying I’m lame.
 * Peter 2: But it’s just the self-talk, maybe. We should—
 * Peter 3: Listen, I…
 * Peter 2: ‘Cause, you’re amazing. Just to take it in a minute.
 * Peter 3: Yeah, yeah, yeah. I can take it in.
 * Peter 2: You. Are. Amazing.
 * Peter 3: I can take it in.
 * Peter 2: You are amazing.
 * Peter 3: Thank you!
 * Peter 2: Will you say it?
 * Peter 3: No, I kinda needed to hear that, Thank you.


 * Peter 1: Peter 1!
 * Peter 2: Peter 2!
 * Peter 3: (Points at himself) Peter 3!!


 * Peter 1: Okay, so, uh, Conners, Marko, Dillon, and um...uh, look, I think that I can repair the devices for Dillon and Marko, but the others...well-
 * Peter 3: Well, I got Connors. I've already cured him once, so no big deal. [Other Peters look at him] What? It's no big deal.
 * Peter 2: [shrugs] Great.
 * Peter 1: Yeah, that's great. [Peter 3 nods and starts working]
 * Peter 2: I think I can make an anti-serum for Dr. Osborn. I've been thinking about it a long time. [looks at Peter 1] Gotta cure all of them, right?
 * Peter 1: ...right.
 * Peter 2: [nods] That's what we do.


 * Ned: Here's your web cartridges.
 * Peter 1: Oh, thanks, man.
 * Peter 2: What's that for?
 * Peter 1: Ah, it's my web fluid, it's for my web shooters. Why?
 * [Peter 2 shoots his natural web out, hitting a nearby stool]
 * Peter 3: WOAH!
 * Ned: ...That came out of you!
 * Peter 2: Yeah. You can't do that, huh?
 * Peter 1: No!
 * Peter 3: [looking at Peter 2's wrist in shocked awe] How on Earth does that even...?


 * Electro: Can I tell you something? You got a nice face. You're just a kid. You're from Queens. You got that suit. You help a lot of poor people...I just thought you was gonna be Black.
 * Peter 3: ...Oh man, I'm sorry.
 * Electro: Nah, don't apologize. There's gotta be a black Spider-Man somewhere out there. God damn eels.


 * Doc Ock: [Holding the arc reactor on his hand] The power of the sun...
 * Peter 2: ...in the palm of your hand.
 * Doc Ock: [Surprised] Peter?
 * Peter 2: [Removes his mask] Otto.
 * Doc Ock: [Pleased] It's good to see you, dear boy.
 * Peter 2: It's good to see you.
 * Doc Ock: You're all grown up. [Smiling] How are you?
 * Peter 2: Trying to do better.


 * Dr. Strange: I've been hanging over the Grand Canyon for TWELVE HOURS!!
 * Peter 1: Sorry.
 * Peter 3: Wait, you went to the Grand Canyon!!? He needed your HELP!!


 * Goblin: Poor Peter. Too weak to send me home to die.
 * Spider-Man: [Enraged] No... I just want to kill you myself.
 * Goblin: [Grinning evilly] Attaboy.


 * [The Goblin non-fatally stabs Peter 2 in the back, causing him to collapse. Peter 3 arrives with the Goblin anti-serum and sees Peter 2 collapse.]
 * Goblin: [To Peter 1] She was there– because of you. I may have struck the blow, but you– [Chuckles evilly] You are the one that killed her. [Starts cackling evilly]
 * [Peter 3 throws Peter 1 the anti-serum. Peter 1 catches it, then plunges it into the Goblin's neck in far more rage, violence, and aggressiveness than before. Norman drops to his knees.]
 * Norman: [Stares up at Peter 1, confused] Peter? [Looks down at Peter 2, who is lying on the ground, then turns back to Peter 1, remorseful] What have I done?
 * [Peter 1 just stares angrily at Norman.]


 * Peter: Cast a new spell, only this time, make everyone forget who Peter Parker is. Make everyone forget– me.
 * Doctor Strange: No.
 * Peter: But it would work, right?
 * Doctor Strange: Yeah, it would work. But you gotta understand, that would mean everyone who knows and loves you, we… we'd have no memory of you. It would be as though you never existed.
 * Peter: I know. Do it.
 * Doctor Strange: [Sighs] You'd better go and say your goodbyes. You don't have long.
 * Peter: Thank you, sir.
 * Doctor Strange: Call me Stephen.
 * Peter: [Touched] Thank you, Stephen.
 * Doctor Strange: [Chuckles] Yeah. Still feels weird.
 * Peter: [Smiles] I'll see you around. [Swings away]
 * Doctor Strange: [To himself, emotional] So long, kid. [Starts to cast the spell]


 * [Peter 1 lands on the fallen shield. Peter 3 is supporting Peter 2.]
 * Peter 1: Hey. Uh, I-I think this is it. I think you're about to go home.
 * Peter 2: Okay.
 * Peter 1: Um, but I, uh– Thank you. I just wanted– I want you to– I wanna tell you that– I-I really don't know how to say this, like–
 * Peter 3: Peter–
 * Peter 1: I want you to know that I–
 * Peter 2: You know. It's what we do.
 * Peter 1: Yeah. It's what we do. Um– Right. I– I gotta find Ned and MJ. I, uh– [Embraces both Peter 2 and Peter 3] Thank you, thank you, thank you, thank you! [Pulls away] I guess– I guess I'll see you. Bye. ''[Swings away to find Ned and MJ, with Peter 2 and Peter 3 looking on]
 * Peter 3: [To Peter 2] You're in so much pain, huh?
 * Peter 2: [To Peter 3] I am.
 * Peter 3: Yeah.


 * Happy Hogan: (To Peter 1, over Aunt May's grave) How'd you know her?
 * Peter 1: Through Spider-Man.


 * [In a bar, Eddie Brock is talking to a bartender]
 * Eddie: [drunk] Okay... Okay, okay, I-I think I got this. You're saying that-that this whole place... here i-- is just tons... of super people.
 * Venom: And he has been saying it for hours.
 * Eddie: Alright, tell me again. I'm sorry. I'm an idiot. There was a billionaire, he had a tin suit, and he could fly, right? [bartender make a Holy Cross sign] Okay. And there was a really angry green man?
 * Bartender: Hulk.
 * Eddie:
 * Venom: And you thought Lethal Protector was a shit name.
 * Eddie: Yeah, because... it is.

Cast

 * Tom Holland — Peter Parker / Spider-Man / Peter 1
 * Zendaya — Michelle "M.J." Jones-Watson
 * Benedict Cumberbatch — Dr. Stephen Strange
 * Jacob Batalon — Ned Leeds
 * Jon Favreau — Happy Hogan
 * Jamie Foxx — Max Dillon / Electro
 * Willem Dafoe — Norman Osborn / Green Goblin
 * Alfred Molina — Dr. Otto Octavius / Doctor Octopus
 * Benedict Wong — Wong
 * Tony Revolori — Flash Thompson
 * Marisa Tomei — Aunt May
 * Andrew Garfield — Peter Parker / "The Amazing" Spider-Man / Peter 3
 * Tobey Maguire — Peter Parker / "Friendly Neighborhood" Spider-Man / Peter 2
 * Angourie Rice — Betty Brant
 * Arian Moayed — Agent Cleary
 * Paula Newsome — M.I.T. Administrator
 * Hannibal Buress — Coach Wilson
 * Martin Starr — Mr. Harrington
 * J.B. Smoove — Mr. Dell
 * Rhys Ifans — Dr. Curt Connors / Lizard
 * Thomas Haden Church — Flint Marko / Sandman
 * J.K. Simmons — J. Jonah Jameson
 * Charlie Cox — Matt Murdock
 * Tom Hardy &mdash; Eddie Brock/Venom