When you’re the sixth Spider-Man movie in 15 years, you better be able to distinguish yourself from what came before. In the case of Spider-Man: Homecoming, everything is different. Almost nothing you remember from the previous films will return.

There’s a new studio, lead actor, supporting actors, creative team, suit, tone, universe, villain character, and more—and there’s no origin story, no Daily Bugle, no Osborns. It’s Spider-Man, with a whole new spin.

On August 22, 2016, it was day 46 of a 74-day shoot on the Atlanta set of Spider-Man: Homecoming, and the key word was “grounded.” That’s what everyone is striving for with this film, which takes place early in Peter Parker’s stint as Spider-Man and is specifically not using anything that was used in the previous five films. With that mantra in mind, Homecoming will explore not just what it means to grow up as Spider-Man, but what it means to be a 15-year-old boy in a world where Iron Man, Thor, and the rest of the Avengers exist—and where you could end up being one of them.

That’s the biggest change in Homecoming. By putting Spider-Man in the Marvel Cinematic Universe, director Jon Watts can tell not just a fun, coming-of-age high school story, he can tell a relatable one. “What’s great about Spider-Man is that he’s a regular kid,” said Watts. “So by showing his story you also get to show what the ground level is like in a world where the Avengers exist, which is already, I think, a great premise for a movie.”

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Peter’s story is a smaller one than what we’re used to seeing in the Marvel Cinematic Universe and, hopefully, that will help fans care not just about the heroes, but other characters too. “This is the everyman version of the MCU,” said producer Eric Carroll. “Establishing that there’s Peter and May and a bunch of real world characters we’re going to care about now will be a fun thing to play with once disaster starts striking in those Avengers movies. It’s not just ‘What’s up with Black Panther and his friends?’—it’s ‘What up with that school full of kids we know and love?’”

But we’re getting ahead of ourselves. Homecoming starts with the new villain, Adrian Toomes, played by Michael Keaton. He’s a blue-collar family man whose company gets a sweet deal to clean up New York after the Avengers and Chituari had at it. Unfortunately, one day he’s replaced by the mysterious Department of Damage Control and it sets him off on a rage. Later, we’ll see him steal alien technology from other MCU incidents to become the Vulture.

Michael Keaton is the Vulture in Spider-Man Homecoming.

Meanwhile, Peter Parker’s story picks up right where we left him, in Germany after Civil War. We’ll learn a bit more about that trip and then go back to Queens, where he’s a student at a gifted and talented school called Midtown School of Science and Technology. Actor Tom Holland had never attended a real school, so director Jon Watts made him go undercover to a similar school in the Bronx to learn about it.

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“I had a fake name and I put on an accent, and I went for like three days,” said Holland. “I basically had to go to this science school and blend in with all the kids, and some of the teachers didn’t even know... but to be in a school where you can be free and let loose, and be with girls, it was so different. Like so different. It was a really great experience.”

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Throughout the film, Peter will struggle with his abilities as Spider-Man and how that affects his friends—as well as this villainous Vulture and his goons he’ll run into from time to time. There are multiple massive set pieces but none of them will feature the high-flying Spider-Man you remember from the previous films. “We will not see him swing down Fifth Avenue in this movie,” said Carroll. “We will not see him 40 stories off the ground, acting like that is not the most terrifying thing he will do that day. It’s something we’re going to show him working up to. He’s going to work up to being the Spider-Man we know he’ll become someday.”

Yup, you won’t be swinging as much in this movie, Spider-Man.

Everything is different, remember? That goes for his suit, too, which—as we learned in Civil War—was built by Tony Stark. What we didn’t learn in Civil War is Stark built Spider-Man’s suit much like his own Iron Man suit. It has an onboard intelligent interface, and crazy abilities and gadgets such as changing web dispersal, drones, different eye views, and more. This is a pretty radical departure from the Spider-Man of the movies (not so much some recent comics), but the filmmakers believed it was a necessary one.

“One of the differences in bringing Spider-Man into the MCU is this sort of tech-spin on everything,” said Carroll. They realized the previous five Spider-Man movies focused on a lot of nondescript science to propel the story. Here, though, they are using more specific, quasi-plausible technology. “When we looked to re-envision the movie we asked, ‘What’s a different tact we could take?’ So we felt like if a kid is running around in a skin-tight suit with all these cool features, it’s probably got to be pretty high-tech.”

Another necessary change for Sony Pictures, the company that controlled the cinematic Spider-Man character and released the three Sam Raimi and two Marc Webb films, was some new blood. That’s why former studio head Amy Pascal decided with Kevin Feige and others to team up with Marvel and Disney on Homecoming. “I don’t think it will ever happen again in the history of the movie business,” said Pascal. “You have three studios that came together to have this movie being made. And no studio likes to share anything with anyone, let alone three studios. And truthfully—there is nothing cynical I can find in this statement—everybody did it because they wanted Spider-Man to be great.”

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A long-time vet of the Hollywood game, Pascal was especially impressed with the way Marvel made movies. “Oh my God, they have a whole process that’s so fantastic,” she said. “I’m a total Marvel groupie now.”

Tom Holland, Michael Keaton and director Jon Watts.

That collaboration seems to be paying off in other ways, too—especially in the character interactions. From what we could tell, that’s really where Spider-Man: Homecoming is going to shine. Not just for its action, its new take on Spider-Man, or its connections to the MCU; it’s the characters and how much work has gone into them that stands out.

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Peter Parker, of course, is the main one. He’s got his responsibilities and desires as Spider-Man, but there’s also his Aunt May, played by Marisa Tomei. It’s a younger version of the character that’s described here as more of an older sister rather than a motherly figure. Then there’s Tony Stark (Robert Downey Jr.), whom Parker calls for help probably a little too often, and Holland describes also as kind of Peter’s bigger brother. At school there’s Liz (Laura Harrier), the girl he likes; his best friend Ned (Jacob Batalon); and another friend, Michelle, played by Zendaya. (As for the rumor that Michelle is Mary Jane, all Watts would say is, “Any rumor could mean a million things because so many different things have happened in the comics.”)

Exploring all of these relationships should, if the film works out, give the audience lots to like about Peter, as well as help us feel his burdens—of his powers, of his potential, but also his reality and the reality of the world around him. He wants to get called up to the big leagues, the Avengers, and start a whole different way of life. But he’s just a kid from Queens. How can he break out of that, and would he even want to?

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Much of that drive might come from one crucial Spider-Man character that was mysteriously absent on set: Uncle Ben. Ben plays a crucial role in Peter’s origin, and while producers would confirm he’s mentioned in Homecoming, it was unclear to what extent or if that role has been changed.

The Vulture on the attack.

Toomes, aka Vulture, is also a new kind of villain. He’s just a guy who is doing what he has to for his family. And that just so happens to be traveling the world with a crew of guys, scrounging up alien and advanced technology. “No one wakes up thinking they’re going to be a villain,” Watts said. “So I like to take that approach with his character which is, ‘Why is he really doing it? What motivates him?’ And to really understand it. You don’t have to agree with it but you can understand what’s driving him.” Among the members of his team is the Shocker, who somehow has acquired the battering ram Crossbones had in Civil War. He’ll be one of the first big tests for Peter Parker... one he may not be up to.

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Michael Keaton was also not exactly up to being a part of the cast, at least at the start. Though he’s obviously in the movie now, Pascal said he was reluctant right up until signing. The actor counters that point by saying his reluctance had more to do with his obligations to other movies, not the fact that he’s played not one but two ultra famous superhero characters already that shared bird qualities. “I barely know who the Joker is,” Keaton said when asked if he was familiar with Vulture or the MCU before taking the role.

He better get familiar with it, though. While you’d have to guess the Vulture won’t be coming back, Spider-Man almost certainly will be. Homecoming is set a few months after Civil War, at the beginning of Parker’s sophomore year, and the plan is to do two more movies that would take him through high school. “We want to keep in him high school as long as possible,” Carroll said. “When Sony and [Marvel] sat down we said ‘Why do this version?’ It’s because we can really lean into the high school of it. This is a fun different take.”

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Adds Watts, “In the Raimi one he’s only in high school for like 10 minutes. But I wanted to make a high school movie already, so the opportunity to do it with Spider-Man was pretty exciting.”

As they move ahead, the idea of not using anything in the previous films is likely to go away. So while it’s not in this movie, we could see, say, the Daily Bugle or a previously-used villain. The latter in particular would just have to be presented in a notably different way. Holland is partial to Doc Ock, himself, but he’d also really love to take on Venom.

Peter Parker with his new mentor, and his mentor’s friend Happy.

“The sky is open right now,” said Pascal as to where this franchise can go. “I think we found the right formula and I think everybody is going to want the right thing to continue.” She did warn of the dangers of looking too far in the future, though. “The thing is, if you worry about the movie and you worry about the story, all the politics take care of themselves. They just do. Because when the movies work, there’s enough for more than everybody. It’s when you start making the other stuff first that you start to get in trouble.”

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So in the end, Spider-Man: Homecoming is a balancing act—telling one good story knowing there will probably be more, and fitting a new take on a well-known character into a well-established world. And on the set of the film, it certainly did look like all that was falling into place.

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Spider-Man: Homecoming opens July 7.