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1
00:00:02,994 --> 00:00:05,695
[rock music playing]
2
00:00:05,730 --> 00:00:07,931
- Whoo-hoo-hoo-hoo!
- Yeah! All right!
3
00:00:07,965 --> 00:00:10,667
- Hey!
- Look at us!
4
00:00:10,701 --> 00:00:12,936
Sweet ride, right?
5
00:00:12,970 --> 00:00:15,705
You must be asking, why is Peter Parker
6
00:00:15,740 --> 00:00:17,907
self styled science geek / superhero
7
00:00:17,942 --> 00:00:20,644
hanging in the back
of a long, black limo?
8
00:00:20,678 --> 00:00:22,912
Well, it's not prom night
and I'm not the president,
9
00:00:22,947 --> 00:00:25,715
but tonight is cause for celebration...
10
00:00:25,750 --> 00:00:28,685
Today was report card
day, and Harry nailed it.
11
00:00:28,719 --> 00:00:30,820
To you Peter, we all know that
12
00:00:30,855 --> 00:00:34,758
Harry would be nothing but
a "C" student if not for you.
13
00:00:34,792 --> 00:00:37,894
You're a good friend to
my son and this family.
14
00:00:37,928 --> 00:00:40,597
Oh, you got it wrong, Mr. Osborn.
15
00:00:40,631 --> 00:00:42,966
Harry did all the work.
I just carried his books.
16
00:00:43,000 --> 00:00:46,670
Hmm, like I said, you're a good friend.
17
00:00:54,679 --> 00:00:56,613
[beeping]
18
00:00:57,147 --> 00:00:58,748
Team needs you.
19
00:00:58,783 --> 00:01:00,850
Now? Aw!
I was about to be treated
20
00:01:00,885 --> 00:01:03,753
to the most incredible meal of my life.
21
00:01:08,893 --> 00:01:10,560
Yes, now!
22
00:01:12,630 --> 00:01:14,864
Harry, I just remembered, ah,
23
00:01:14,899 --> 00:01:17,567
Aunt May needs me to
do something at home.
24
00:01:17,601 --> 00:01:19,602
Some sort of gold fish emergency.
25
00:01:19,637 --> 00:01:22,806
- I gotta take a rain check.
- What? We just got here.
26
00:01:22,840 --> 00:01:24,808
I'm sorry.
27
00:01:24,842 --> 00:01:26,876
You know I was looking forward
to watching Stormin' Norman
28
00:01:26,911 --> 00:01:29,779
holler at the Maitre De,
but duty calls.
29
00:01:29,814 --> 00:01:31,781
Hey, look at it this way,
30
00:01:31,816 --> 00:01:34,918
you'll finally get some good
one-on-one time with your Dad.
31
00:01:36,587 --> 00:01:37,854
[celphone rings]
32
00:01:37,888 --> 00:01:39,889
[Doctor Octopus]
The plan is in motion.
33
00:01:39,924 --> 00:01:43,576
Emergency at Oscorp.
I need to go.
34
00:01:43,577 --> 00:01:46,529
Order yourself
something worthy of a B-minus.
35
00:01:58,709 --> 00:02:00,710
I hate having to ditch Harry like that.
36
00:02:00,745 --> 00:02:04,514
It's stressful having to juggle
this friends and family stuff.
37
00:02:04,548 --> 00:02:06,649
But, with great responsibility comes...
38
00:02:06,684 --> 00:02:09,652
[sighs]
...great responsibility.
39
00:02:09,687 --> 00:02:12,789
At least one part of my life
is running on all cylinders.
40
00:02:12,823 --> 00:02:15,825
I'm figuring out this whole
Ultimate Spider-Man thing.
41
00:02:19,563 --> 00:02:21,865
Nice of you to make it, web head.
42
00:02:21,899 --> 00:02:23,566
Hah!
43
00:02:25,703 --> 00:02:30,640
Wizard, Thundra, Klaw and Trapster.
44
00:02:30,674 --> 00:02:33,510
Otherwise known as the Frightful Four.
45
00:02:33,544 --> 00:02:35,712
We got a tip they were
gonna break into a warehouse
46
00:02:35,746 --> 00:02:37,814
owned by Oscorp. Oscorp!
47
00:02:37,848 --> 00:02:40,650
I know, small world, huh?
48
00:02:40,684 --> 00:02:42,552
Yah!
49
00:02:42,586 --> 00:02:43,620
Yah!
50
00:02:45,589 --> 00:02:48,558
The team is really gelled.
See how we're fighting?
51
00:02:48,592 --> 00:02:51,561
It's a thing of beauty,
and I'm their leader.
52
00:02:51,595 --> 00:02:52,829
Hah! Yah!
53
00:02:52,863 --> 00:02:54,898
Do you mind?
I'm trying to talk here.
54
00:02:54,932 --> 00:02:56,933
- Nah.
- Ah!
55
00:02:56,967 --> 00:02:58,868
[grunting]
56
00:02:58,903 --> 00:03:00,770
If I could just get the
Peter Parker side of things
57
00:03:00,805 --> 00:03:02,806
working as smoothly,
I'd be golden.
58
00:03:02,840 --> 00:03:04,674
[Trapster laughs]
59
00:03:04,708 --> 00:03:08,511
Don't tell me, Trapster.
This is...
60
00:03:10,548 --> 00:03:11,748
A trap.
61
00:03:14,685 --> 00:03:16,653
[Wizard]
Goodbye, heroes!
62
00:03:16,687 --> 00:03:19,756
We leave you with your shame,
and a thousand killer robots.
63
00:03:21,759 --> 00:03:24,727
I skipped out on a $500
hamburger for this?!
64
00:03:39,095 --> 00:03:41,063
All right, people!
We've trained for this.
65
00:03:41,097 --> 00:03:43,199
Let's take 'em out!
66
00:03:43,233 --> 00:03:44,300
Nah!
67
00:03:44,334 --> 00:03:45,334
Nah! Nah!
68
00:03:47,103 --> 00:03:48,404
[grunting]
69
00:03:48,438 --> 00:03:52,074
I can't believe we were
sucked in so easily!
70
00:03:52,108 --> 00:03:54,143
- Hi-yah!
- Ugh!
71
00:03:54,177 --> 00:03:56,245
Ugh! Ahhh!
72
00:03:56,279 --> 00:03:59,381
[grunting]
73
00:04:01,318 --> 00:04:03,085
Yah!
74
00:04:03,119 --> 00:04:05,221
[Iron Fist]
Try to maintain calm, friend.
75
00:04:05,255 --> 00:04:07,089
I am calm.
76
00:04:07,123 --> 00:04:08,224
Ugh!
77
00:04:08,258 --> 00:04:10,326
This is me, being calm!
78
00:04:10,360 --> 00:04:12,194
Ugh!
79
00:04:12,229 --> 00:04:14,129
I don't know what you
all are bugging over.
80
00:04:14,164 --> 00:04:15,397
These guys are light weights.
81
00:04:23,240 --> 00:04:25,374
Nova's right.
That wasn't so tough.
82
00:04:25,408 --> 00:04:29,211
Spidey made these octobots sound
like they'd be real trouble.
83
00:04:29,246 --> 00:04:31,080
Guys, where's Spider-Man?
84
00:04:33,383 --> 00:04:35,084
- Uh...
- Uh...
85
00:04:42,058 --> 00:04:45,027
Aunt May?
Harry? M.J.?
86
00:04:45,061 --> 00:04:47,062
There there, Peter.
Thought for a minute
87
00:04:47,097 --> 00:04:48,330
you were going to leave us.
88
00:04:48,365 --> 00:04:51,267
But I did leave.
And it wasn't a dream.
89
00:04:51,301 --> 00:04:53,102
It was a place.
90
00:04:53,136 --> 00:04:55,237
And you were there.
And you were there.
91
00:04:55,272 --> 00:04:58,207
And you, you were...
wait a second.
92
00:04:58,241 --> 00:05:00,376
Why is everybody in black and white?
93
00:05:03,013 --> 00:05:04,280
Where... where am I?
94
00:05:04,314 --> 00:05:06,148
[gasps]
95
00:05:06,182 --> 00:05:08,150
Definitely not in Kansas anymore.
96
00:05:08,184 --> 00:05:10,286
What? It's a classic.
97
00:05:10,320 --> 00:05:15,057
You and your incessant blather,
do you ever shut up?!
98
00:05:15,091 --> 00:05:16,325
Doctor Octopus?
99
00:05:18,261 --> 00:05:22,298
Ugh! You look horrible.
Where are your robot arms?
100
00:05:22,332 --> 00:05:25,067
I'm not even sure I can
call you Doc Ock anymore.
101
00:05:25,101 --> 00:05:29,004
Doc jellyfish or Doc slug maybe,
but that's as far as I go.
102
00:05:30,407 --> 00:05:33,342
Heh, you might find it
difficult to call your friends,
103
00:05:33,376 --> 00:05:36,145
seeing as I took your
little communicator.
104
00:05:36,179 --> 00:05:38,380
Unlike you, I learn from my mistakes.
105
00:05:38,415 --> 00:05:43,085
No Iron Man, no SHIELD, no
friends are coming to save you.
106
00:05:43,119 --> 00:05:46,021
Tonight it will be just the three of us.
107
00:05:46,056 --> 00:05:50,059
You, me...
and my revenge.
108
00:05:50,093 --> 00:05:52,227
Could you serve up that
revenge with a side of fries?
109
00:05:52,262 --> 00:05:56,031
I missed out on dinner tonight and I...
wait a second, I got it...
110
00:05:56,066 --> 00:05:58,367
- Doctor blowfish!
- Grrr!
111
00:05:58,401 --> 00:06:01,370
[Nick Fury] Octavius has
scrambled Spidey's communicator.
112
00:06:01,404 --> 00:06:04,173
It's giving off ghost
signals at multiple locations.
113
00:06:04,207 --> 00:06:06,241
I've got teams scouring
the city for Spider-Man,
114
00:06:06,276 --> 00:06:09,311
but it doesn't look good.
Ock has planned this well.
115
00:06:09,346 --> 00:06:12,114
I'll update you if I get anything.
116
00:06:12,148 --> 00:06:14,350
He's our teammate.
We gotta do something.
117
00:06:14,384 --> 00:06:19,288
- We can't just sit and wait.
- Nobody's saying we should... wait.
118
00:06:21,157 --> 00:06:23,325
- Oh, no you don't!
- Don't smash it.
119
00:06:23,360 --> 00:06:28,163
- That octobot is heading someplace.
- And so are we.
120
00:06:30,233 --> 00:06:33,715
Hah.
I'll have you know I'm ticklish.
121
00:06:35,038 --> 00:06:36,038
Ouch!
122
00:06:37,307 --> 00:06:39,341
Hey!
123
00:06:42,112 --> 00:06:45,180
Exactly how long have you been
after me, Doctor "octopest"?
124
00:06:45,215 --> 00:06:47,116
And why?
125
00:06:47,150 --> 00:06:49,451
I have been attempting
to replicate your powers
126
00:06:49,486 --> 00:06:52,121
for some time.On several
occasions I have come close.
127
00:06:53,156 --> 00:06:55,190
That looks a lot like...
Venom?!
128
00:06:55,225 --> 00:06:59,261
Yes. You could consider
him a close relative.
129
00:07:02,165 --> 00:07:04,133
- He did it.
- He did it.
130
00:07:04,167 --> 00:07:06,135
I don't see the resemblance.
131
00:07:06,169 --> 00:07:08,937
Venom had limitations.
132
00:07:08,972 --> 00:07:11,106
- He was uncontrollable.
- Ya think?
133
00:07:11,141 --> 00:07:13,175
With this new sample of your DNA,
134
00:07:13,209 --> 00:07:17,045
I'll be able to synthesize a
far more interesting strain...
135
00:07:17,080 --> 00:07:19,948
one that holds infinite
new possibilities.
136
00:07:19,983 --> 00:07:21,950
One that I control.
137
00:07:30,226 --> 00:07:34,296
Now all I need is my test subject.
138
00:07:34,330 --> 00:07:36,965
- Agh!
- Astonished?
139
00:07:37,000 --> 00:07:41,103
Super hero 101, Doc.
While you were yammering, I slipped out.
140
00:07:41,137 --> 00:07:42,304
[frustrated groans]
141
00:07:44,174 --> 00:07:46,141
Missed me!
142
00:07:46,176 --> 00:07:48,210
Missed me!
143
00:07:48,244 --> 00:07:50,212
But I didn't miss you!
144
00:07:52,081 --> 00:07:53,215
[grunting]
145
00:07:55,185 --> 00:07:57,319
Doc, you gotta get better
help. Are you paying them
146
00:07:57,353 --> 00:08:00,189
or do they only get class credit?
147
00:08:00,223 --> 00:08:01,323
Ugh! Hey!
148
00:08:05,261 --> 00:08:07,996
Ahhh!
149
00:08:08,031 --> 00:08:10,933
That was probably really expensive.
150
00:08:10,967 --> 00:08:12,067
Oops!
151
00:08:12,101 --> 00:08:16,038
No. No.
So close.
152
00:08:16,072 --> 00:08:19,141
I don't wanna toot my own
horn... heh, heh, I said toot.
153
00:08:19,175 --> 00:08:22,044
But I just punked you... again.
154
00:08:22,078 --> 00:08:24,980
Spidey-sense?
155
00:08:25,014 --> 00:08:27,950
Okay Doc, what else you
got up your tentacle?
156
00:08:27,984 --> 00:08:31,153
Ah-ahh!
157
00:08:31,187 --> 00:08:32,254
Ugh!
158
00:08:37,060 --> 00:08:40,195
Norman...
Osborn?
159
00:08:45,410 --> 00:08:49,480
Wait, are you telling me,
in that "I just tased you bro"
160
00:08:49,481 --> 00:08:52,683
sort of way that
you work for Doc Ock?
161
00:08:52,717 --> 00:08:56,387
Work for him?
Oh, hardly.
162
00:08:56,421 --> 00:09:02,393
Otto is my employee.
I hired him to obtain your DNA.
163
00:09:02,427 --> 00:09:04,561
Didn't know you were such a fan, Norman.
164
00:09:04,596 --> 00:09:07,531
Couldn't I have just given
you a signed autograph instead?
165
00:09:07,565 --> 00:09:10,367
- Be silent!
- Ahh!
166
00:09:10,402 --> 00:09:14,405
Such power wasted on such a fool.
167
00:09:14,439 --> 00:09:17,674
I will put it to better use
than stopping petty crimes
168
00:09:17,709 --> 00:09:21,378
and cracking childish jokes.
169
00:09:21,413 --> 00:09:26,450
Imagine, an unstoppable
arachnid army under my control.
170
00:09:26,484 --> 00:09:28,719
I will crush the competition.
171
00:09:28,753 --> 00:09:34,458
Neither SHIELD nor Stark will be
able to challenge Oscorp supremacy.
172
00:09:34,492 --> 00:09:38,362
That is the true use of power.
173
00:09:38,396 --> 00:09:41,532
My best friend's Dad
is a homicidal maniac
174
00:09:41,566 --> 00:09:44,601
who's been trying to destroy me?
How did I miss that?
175
00:09:46,571 --> 00:09:47,704
[grunting]
176
00:09:49,607 --> 00:09:50,674
[grunting]
177
00:09:54,746 --> 00:09:57,548
Well, when you put it that way...
178
00:09:57,582 --> 00:09:59,349
Ah-ahh!
179
00:09:59,384 --> 00:10:03,554
I've been following you for so long,
I know everything about you.
180
00:10:03,588 --> 00:10:06,590
I almost feel like we're family.
181
00:10:06,624 --> 00:10:09,493
Ugh! You have no idea.
182
00:10:10,728 --> 00:10:12,362
Ugh!
183
00:10:12,397 --> 00:10:14,398
What did you do?!
184
00:10:17,402 --> 00:10:20,637
I just gave you everything
you ever wanted, Norman.
185
00:10:20,672 --> 00:10:22,372
[grunts]
186
00:10:23,675 --> 00:10:26,543
Consider this my resignation.
187
00:10:26,578 --> 00:10:30,447
Doesn't pay to turn your
back on anybody today.
188
00:10:32,417 --> 00:10:35,619
Argh!
Could you possibly go any slower?!
189
00:10:35,653 --> 00:10:39,456
Patience.
Eventually it'll lead us to Spider-Man.
190
00:10:39,491 --> 00:10:41,558
We don't have time for "eventually"!
191
00:10:41,593 --> 00:10:44,461
Spidey's in trouble now.
We need to do something fast.
192
00:10:44,496 --> 00:10:48,398
Speed is what we need.
Nova, can you energize that robot?
193
00:10:48,433 --> 00:10:50,701
A good idea.
Glad I thought of it.
194
00:10:58,743 --> 00:11:00,711
[White Tiger]
Move it, buckethead!
195
00:11:00,745 --> 00:11:03,614
[groans]
196
00:11:03,648 --> 00:11:06,550
Otto! Why?
197
00:11:06,584 --> 00:11:09,553
After all I've done for you!
198
00:11:09,587 --> 00:11:14,358
For me? For me?!
You treated me like a slave!
199
00:11:14,392 --> 00:11:18,695
Destroyed my lab with me in it!
You turned me into this!
200
00:11:18,730 --> 00:11:22,533
All you've done for me
is give me pain!
201
00:11:22,567 --> 00:11:26,703
He's got a point there, Norman.
Worst boss ever.
202
00:11:26,738 --> 00:11:29,406
It's no use fighting it, Osborn.
203
00:11:29,440 --> 00:11:30,707
[grunting]
204
00:11:30,742 --> 00:11:33,710
You... you've betrayed me!
205
00:11:33,745 --> 00:11:35,412
Ugh!
206
00:11:35,446 --> 00:11:37,681
You arrogant buffoon!
207
00:11:37,715 --> 00:11:40,717
If I had cracked the formula,
don't you think I would've
208
00:11:40,752 --> 00:11:43,687
used it on myself?
I've just injected you
209
00:11:43,721 --> 00:11:47,524
with a fusion of Venom's
and Spider-Man's DNA.
210
00:11:47,559 --> 00:11:49,593
If my calculations are correct,
211
00:11:49,627 --> 00:11:52,529
it should produce a
most interesting result.
212
00:11:52,564 --> 00:11:55,566
Only this time, one that I control.
213
00:11:55,600 --> 00:12:00,404
Looks like the grown-ups have some
talking to do. I'm just gonna...
214
00:12:00,438 --> 00:12:02,372
[grunting]
215
00:12:02,407 --> 00:12:03,607
Ugh!
216
00:12:03,641 --> 00:12:05,642
Ah! Ugh!
217
00:12:05,677 --> 00:12:07,678
Ouch! That hurt!
218
00:12:07,712 --> 00:12:10,581
You wanna know the most
delicious part, Osborn,
219
00:12:10,615 --> 00:12:13,417
- you pompous halfwit?
- Whoa!
220
00:12:13,451 --> 00:12:17,688
After all your schemes of catching
Spider-Man and stealing his DNA,
221
00:12:17,722 --> 00:12:22,526
you never realized...
he belonged to you all along.
222
00:12:22,560 --> 00:12:26,296
His powers are a product
of Oscorp technology!
223
00:12:26,331 --> 00:12:29,299
Although I have yet to
discover how it happened,
224
00:12:29,334 --> 00:12:31,635
Spider-Man is your
greatest accomplishment!
225
00:12:31,669 --> 00:12:35,305
School field trip to
Oscorp laboratories!
226
00:12:35,340 --> 00:12:38,642
Spidey origin take three
thousand and forty three.
227
00:12:38,676 --> 00:12:40,577
Scene...
high school student...
228
00:12:40,612 --> 00:12:42,679
class field trip...
suddenly, ouch!...
229
00:12:42,714 --> 00:12:46,483
spider bite... genetically enhanced spider...
blood burns... DNA alters...
230
00:12:46,517 --> 00:12:48,518
body transforms...
bada bing, bada boom!
231
00:12:48,553 --> 00:12:50,587
The amazing Spider-Man is born!
232
00:12:50,622 --> 00:12:53,490
But what mad science made
such miracles possible?
233
00:12:53,524 --> 00:12:55,392
Wait for it, wait for it...
234
00:12:55,426 --> 00:12:57,494
Pow! Screen gold!
235
00:12:57,528 --> 00:13:00,530
That amazing spider was
invented by Norman Osborn.
236
00:13:00,565 --> 00:13:03,700
Ugh!
Why do I suddenly feel so skeevy?
237
00:13:03,735 --> 00:13:06,370
[moaning]
238
00:13:06,404 --> 00:13:09,439
[grunting]
239
00:13:09,474 --> 00:13:12,309
[maniacal laughter]
240
00:13:12,343 --> 00:13:16,280
As an art form, revenge is
nothing if not beautiful.
241
00:13:16,314 --> 00:13:20,284
Now there's still the matter of
finding out what makes you tick.
242
00:13:21,452 --> 00:13:22,619
- Ugh!
- Fortunately,
243
00:13:22,654 --> 00:13:27,624
I no longer need you alive for that.
In fact, dissection is desirable.
244
00:13:27,659 --> 00:13:31,295
Aw, sounds like fun.
Let me check my schedule.
245
00:13:31,329 --> 00:13:34,331
How 'bout... never?
That work for ya?
246
00:13:35,667 --> 00:13:39,469
Fury's lapdogs? So soon?!
247
00:13:45,576 --> 00:13:49,313
- Ugh!
- [grunts]
248
00:13:49,347 --> 00:13:50,547
Yah!
249
00:13:50,581 --> 00:13:53,417
Hi-yah!
250
00:13:53,451 --> 00:13:55,619
[grunting]
251
00:13:57,422 --> 00:14:02,526
[moaning, groaning, grunting]
252
00:14:04,529 --> 00:14:06,496
[groans]
253
00:14:06,531 --> 00:14:09,466
- Spidey, are you hurt?
- Get Osborn!
254
00:14:11,369 --> 00:14:12,402
[grunts]
255
00:14:14,639 --> 00:14:16,506
- Ugh!
- You don't get it!
256
00:14:16,541 --> 00:14:20,310
This isn't about Doc Ock anymore!
He's distracting you!
257
00:14:22,313 --> 00:14:26,416
[growling]
258
00:14:28,586 --> 00:14:31,355
Hey, Norman.
You're looking a little green.
259
00:14:33,558 --> 00:14:36,360
[growls]
260
00:14:36,394 --> 00:14:38,528
And gobliny.
261
00:14:44,995 --> 00:14:48,097
[roars]
262
00:14:48,132 --> 00:14:51,835
Seriously, what am I gonna tell Harry?
263
00:14:51,869 --> 00:14:53,937
Oh, ho, ho, ho!
Ownage.
264
00:14:53,971 --> 00:14:55,972
You just got beat with a fail bat!
265
00:14:56,006 --> 00:14:58,741
Oh, yeah?
You Dad's a monster!
266
00:14:58,776 --> 00:15:02,912
I left a $1,000 in case you get hungry.
See you later, son.
267
00:15:02,947 --> 00:15:05,114
I've given you new life, Norman.
268
00:15:05,149 --> 00:15:08,685
I've removed every
imperfection and weakness.
269
00:15:08,719 --> 00:15:10,987
I've turned you into the true you.
270
00:15:11,021 --> 00:15:13,890
A monster.
A grotesque.
271
00:15:13,924 --> 00:15:17,694
A Goblin.
My Goblin.
272
00:15:17,728 --> 00:15:20,063
[roars]
273
00:15:22,733 --> 00:15:23,867
[growls]
274
00:15:23,901 --> 00:15:25,001
Ugh!
275
00:15:25,035 --> 00:15:29,706
Now now, Osborn.
Is this any way to treat your Doctor?
276
00:15:29,740 --> 00:15:34,043
I wouldn't have given you power
without a proper way of controlling it.
277
00:15:34,078 --> 00:15:37,814
[howls]
278
00:15:40,818 --> 00:15:43,887
[cries out]
279
00:15:43,921 --> 00:15:45,822
[coughs]
280
00:15:45,856 --> 00:15:49,058
It appears I made you
better than even I suspected.
281
00:15:51,762 --> 00:15:54,797
I may have to make a few adjustments!
282
00:15:55,966 --> 00:16:00,737
Don't forget. I made you.
You belong to me!
283
00:16:00,771 --> 00:16:01,971
Ugh!
284
00:16:02,006 --> 00:16:03,907
- Ugh!
- Ugh!
285
00:16:03,941 --> 00:16:06,075
Hi-yah!
286
00:16:06,110 --> 00:16:10,680
[grunting]
287
00:16:15,819 --> 00:16:17,921
[roars]
288
00:16:19,723 --> 00:16:20,957
Why are we running?
289
00:16:20,991 --> 00:16:23,026
We should've stayed
and finished the fight.
290
00:16:23,060 --> 00:16:25,795
We're not running.
We're drawing him out.
291
00:16:25,829 --> 00:16:30,033
We need Nick Fury or Iron Man
or someone with the right tools.
292
00:16:30,067 --> 00:16:31,968
Why?
We can handle that thing.
293
00:16:32,002 --> 00:16:34,904
That thing's not just some guy.
It's Norman Osborn.
294
00:16:34,939 --> 00:16:36,773
He's my best friend's Dad.
295
00:16:36,807 --> 00:16:40,076
[green Goblin roars]
296
00:16:40,610 --> 00:16:44,847
Yeah well, from the sounds of it,
your BFF's Dad wants to play.
297
00:16:47,918 --> 00:16:50,053
[together]
Ugh!
298
00:16:52,957 --> 00:16:55,992
[grunting]
299
00:16:57,728 --> 00:16:58,861
Ugh!
300
00:16:58,896 --> 00:17:00,697
Power Man!
301
00:17:00,731 --> 00:17:02,732
Ki-yah!
302
00:17:02,766 --> 00:17:04,767
Aaaah!
303
00:17:04,802 --> 00:17:06,970
Iron Fist!
Stay with me, buddy.
304
00:17:07,004 --> 00:17:09,639
Ugh! Ugh!
305
00:17:14,011 --> 00:17:15,611
Aaaah!
306
00:17:15,646 --> 00:17:16,980
Ugh!
307
00:17:18,816 --> 00:17:21,684
- [grunting]
- Osborn!
308
00:17:23,020 --> 00:17:25,655
You sick freak!
309
00:17:25,689 --> 00:17:26,956
Ugh!
310
00:17:28,826 --> 00:17:30,693
- Ugh!
- Ahh!
311
00:17:32,663 --> 00:17:33,763
Nah!
312
00:17:33,797 --> 00:17:35,631
- Nah!
- [groans]
313
00:17:35,666 --> 00:17:37,867
This is for what you've done to my team!
314
00:17:37,901 --> 00:17:38,935
Ugh!
315
00:17:38,969 --> 00:17:41,671
And to your own son!
316
00:17:41,705 --> 00:17:43,006
Yah!
317
00:17:46,877 --> 00:17:48,644
Yah!
318
00:17:50,014 --> 00:17:52,015
Yah!
319
00:17:52,049 --> 00:17:53,816
[grunting]
320
00:17:53,851 --> 00:17:56,986
I should beat you into a paste...
321
00:17:57,021 --> 00:17:58,988
but I'm not going to.
322
00:18:00,958 --> 00:18:02,959
It's not your fault.
323
00:18:02,993 --> 00:18:05,795
You don't have to be this...
324
00:18:05,829 --> 00:18:09,599
this green Goblin.
Let me help you.
325
00:18:09,633 --> 00:18:10,967
[roars]
326
00:18:17,641 --> 00:18:19,675
Norman, I know you're in there!
327
00:18:21,712 --> 00:18:25,715
You're still human inside!
Think of your son, Harry!
328
00:18:25,749 --> 00:18:27,884
[grunts]
Whatever Doc Ock did to you,
329
00:18:27,918 --> 00:18:30,987
it didn't change the fact
that you love your son.
330
00:18:31,021 --> 00:18:32,822
Norman, please!
331
00:18:34,658 --> 00:18:35,925
Osborn...
332
00:18:35,959 --> 00:18:38,694
- No more!
- Ugh!
333
00:18:44,735 --> 00:18:47,670
Only... Goblin!
334
00:18:49,706 --> 00:18:54,644
I'm sorry, Mr. Osborn.
But my team, they're like my family.
335
00:18:55,979 --> 00:18:59,816
And if I gotta take
you out to save them...
336
00:18:59,850 --> 00:19:01,884
then that's what I'm gonna do!
337
00:19:01,919 --> 00:19:04,754
- Ugh!
- Ahhh!
338
00:19:10,961 --> 00:19:12,829
- Nah!
- [grunts]
339
00:19:19,937 --> 00:19:21,971
Whoa! Whoa! Whoa! Whoa!
340
00:19:22,005 --> 00:19:23,606
Ugh!
341
00:19:36,820 --> 00:19:37,987
Uh!
342
00:19:38,021 --> 00:19:39,789
Ugh!
343
00:19:39,823 --> 00:19:43,693
Spider. Goblin.
Same blood.
344
00:19:43,727 --> 00:19:47,830
Spider. Goblin.
Family.
345
00:19:50,000 --> 00:19:52,702
I don't see the resemblance.
346
00:20:00,944 --> 00:20:04,881
[Nick Fury] SHIELD Agents fan out.
And get some medics down here.
347
00:20:10,921 --> 00:20:12,755
Spider-Man.
348
00:20:12,789 --> 00:20:16,893
Just in the Nick of time...
heh... Nick.
349
00:20:16,927 --> 00:20:17,994
Ah.
350
00:20:20,063 --> 00:20:25,001
[sirens in distance]
351
00:20:25,035 --> 00:20:26,869
Dad?
352
00:20:26,904 --> 00:20:31,040
[roars]
353
00:20:31,074 --> 00:20:32,942
- Dad!
- [growls]
354
00:20:34,945 --> 00:20:37,813
- No one beyond this point!
- Dad!
355
00:20:37,848 --> 00:20:39,782
Son!
356
00:20:46,023 --> 00:20:50,860
You did good, team.
SHIELD is tracking the Goblin.
357
00:20:50,894 --> 00:20:52,862
I should've seen it coming.
358
00:20:52,896 --> 00:20:55,031
I let my friendship with
Harry cloud my judgment.
359
00:20:55,065 --> 00:20:57,800
Worst of all,
Green Goblin is still out there.
360
00:20:57,834 --> 00:20:59,969
Let's face it, Fury.
361
00:21:00,003 --> 00:21:01,804
You tried to make me
the Ultimate Spider-Man.
362
00:21:01,838 --> 00:21:03,806
All I am is the ultimate failure.
363
00:21:03,840 --> 00:21:05,875
- We'll get Osborn.
- We?!
364
00:21:05,909 --> 00:21:08,811
You don't get it, Fury.
There is no "we".
365
00:21:08,845 --> 00:21:11,814
It's my DNA, my
friend's Dad, my problem!
366
00:21:11,848 --> 00:21:14,684
I was a solo act.
But against my better judgment,
367
00:21:14,718 --> 00:21:18,854
I joined this crew, and now I've put
everyone I care about in harm's way.
368
00:21:18,889 --> 00:21:20,856
No one else gets hurt because of me.
369
00:21:20,891 --> 00:21:22,892
It's my mess.
I have to clean it up.
370
00:21:22,926 --> 00:21:25,661
I'm gonna take care
of the Green Goblin and...
371
00:21:25,696 --> 00:21:28,738
I'm gonna do it alone.
26536
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