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1
00:00:02,127 --> 00:00:04,838
[♪♪♪]
2
00:00:08,258 --> 00:00:11,553
Welcome to your lair,
Master Planner.
3
00:00:11,720 --> 00:00:13,430
Thank you, Tinkerer.
4
00:00:13,597 --> 00:00:17,518
I still don't get it, doc. Why didn't
you break out with Kraven and me?
5
00:00:17,684 --> 00:00:22,773
Ah, Electro. Always so
charmingly uncomplicated.
6
00:00:22,940 --> 00:00:25,692
When building a secret empire
of super-criminals,
7
00:00:26,360 --> 00:00:30,197
the safety and obscurity of a
hospital bed has its advantages.
8
00:00:30,364 --> 00:00:32,282
Beats prison.
9
00:00:32,449 --> 00:00:33,742
Indeed.
10
00:00:33,909 --> 00:00:36,495
Spider-Man searches
for the Master Planner,
11
00:00:36,662 --> 00:00:41,166
leaving Octavius
free to, well, plan.
12
00:00:41,333 --> 00:00:44,962
And I assume, since you sent
my arms to retrieve me,
13
00:00:45,128 --> 00:00:48,090
we are finally ready to begin?
14
00:00:48,257 --> 00:00:53,136
Yes. All that remains
is calibration and testing.
15
00:00:55,556 --> 00:00:56,682
[♪♪♪]
16
00:00:56,848 --> 00:00:59,017
NORMAN:
Peter, so glad you could make it.
17
00:00:59,184 --> 00:01:03,438
PETER: Well, you're a hard
mentor to say no to, Mr. Osborn.
18
00:01:03,605 --> 00:01:06,817
What teenager doesn't like
a little epic destruction now and then?
19
00:01:06,984 --> 00:01:09,319
Once this old tenement
comes down,
20
00:01:09,486 --> 00:01:14,157
we'll re-purpose the property for
a sparkling new OsCorp R&D Tower.
21
00:01:14,825 --> 00:01:18,787
Peter, this is Morris Bench,
our demolitions expert.
22
00:01:18,954 --> 00:01:20,455
Nice setup.
23
00:01:20,622 --> 00:01:22,666
Wireless?
Completely.
24
00:01:22,833 --> 00:01:25,335
When we're clear,
I remote activate the countdown
25
00:01:25,502 --> 00:01:29,715
and cascading detonations bring
the building down in its own footprint.
26
00:01:29,881 --> 00:01:32,718
Ahem. Excuse me, sir. A word.
27
00:01:32,884 --> 00:01:34,761
It's about Toomes.
We've had no luck...
28
00:01:34,928 --> 00:01:37,806
Peter, go get a good seat
for the implosion.
29
00:01:38,348 --> 00:01:39,683
I'll join you shortly.
30
00:01:39,933 --> 00:01:42,352
Uh, sure.
31
00:01:45,188 --> 00:01:47,441
Your operatives scoured
the city, but the Vulture is...
32
00:01:47,608 --> 00:01:48,650
[BEEPING]
33
00:01:48,817 --> 00:01:50,861
No. No, no, no.
Countdown's activated.
34
00:01:51,028 --> 00:01:52,779
Thirty seconds to implosion.
35
00:01:53,196 --> 00:01:55,782
Shut it down.
36
00:01:55,949 --> 00:01:59,202
I'm trying, but I'm locked out.
37
00:01:59,369 --> 00:02:01,038
We'll never get clear in time.
38
00:02:01,204 --> 00:02:03,040
SPIDER-MAN: Yeesh.
Who invited Debbie Downer?
39
00:02:03,206 --> 00:02:05,208
[♪♪♪]
40
00:02:07,628 --> 00:02:09,796
Comfy?
Wait, what about Peter Parker?
41
00:02:09,963 --> 00:02:11,715
SPIDER-MAN:
Oh, he does care.
42
00:02:11,882 --> 00:02:13,342
Already safe. Your turn.
43
00:02:13,842 --> 00:02:15,177
[ALL SCREAMING]
44
00:02:15,510 --> 00:02:17,262
[ALL GRUNT]
45
00:02:17,471 --> 00:02:20,140
And I am out of here.
46
00:02:20,307 --> 00:02:22,476
[♪♪♪]
47
00:02:29,441 --> 00:02:32,152
♪ Livin' on the edge
Fighting crime, spinning webs ♪
48
00:02:32,361 --> 00:02:36,531
♪ Swinging from the highest ledge
He can leap above our heads ♪
49
00:02:42,621 --> 00:02:45,165
♪ Villains on the rise
And the city's victimized ♪
50
00:02:45,332 --> 00:02:48,877
♪ Looking up with no surprise
Arriving in the speed of time ♪
51
00:02:56,051 --> 00:02:59,262
♪ Spectacular, spectacular
Spider-Man ♪
52
00:02:59,429 --> 00:03:02,933
♪ Spectacular, spectacular
Spider-Man ♪
53
00:03:03,100 --> 00:03:04,768
♪ Spectacular ♪
54
00:03:09,523 --> 00:03:12,567
♪ Spectacular, spectacular
Spider-Man ♪
55
00:03:12,734 --> 00:03:16,029
♪ Spectacular, spectacular
Spider-Man ♪♪
56
00:03:40,762 --> 00:03:42,764
[♪♪♪]
57
00:03:43,473 --> 00:03:46,143
Uh, heh. Ta-da.
58
00:03:46,309 --> 00:03:48,311
DR. OCTOPUS:
Well, we tried, Adrian.
59
00:03:48,478 --> 00:03:50,981
VULTURE:
Osborn's time will come.
60
00:03:51,148 --> 00:03:52,691
As will Spider-Man's.
61
00:03:52,858 --> 00:03:55,736
Still, you must be pleased
with the initial test.
62
00:03:55,902 --> 00:03:57,320
Quite.
63
00:03:57,487 --> 00:04:01,742
Just as my neurotransmitter chip
allows me to control my arms,
64
00:04:01,908 --> 00:04:07,289
I was able to activate the detonation
countdown with a thought.
65
00:04:07,748 --> 00:04:10,792
I didn't like the power fluctuations.
I want more in reserve.
66
00:04:10,959 --> 00:04:12,002
Working on it.
67
00:04:12,169 --> 00:04:14,212
DR. OCTOPUS:
A minor problem, Phineas.
68
00:04:14,379 --> 00:04:16,506
You and Adrian have done
a commendable job
69
00:04:16,673 --> 00:04:20,260
assembling the technology
Mysterio stole for us.
70
00:04:20,427 --> 00:04:22,345
The brainwork was all yours, Otto.
71
00:04:22,512 --> 00:04:25,223
DR. OCTOPUS:
Brainwork, indeed.
72
00:04:25,390 --> 00:04:29,186
My brain now has
a working wireless connection
73
00:04:29,352 --> 00:04:32,773
with nearly every computer
in the city.
74
00:04:32,939 --> 00:04:35,150
But of course
that's only the beginning.
75
00:04:35,317 --> 00:04:40,447
In less than 24 hours,
the entire world will be at my mercy.
76
00:04:40,614 --> 00:04:44,826
Just imagine the possibilities.
77
00:04:45,702 --> 00:04:48,038
You two doing anything tonight
for New Year's Eve?
78
00:04:48,205 --> 00:04:51,124
What, like, together?
We hadn't planned...
79
00:04:51,291 --> 00:04:53,877
Together, separate.
Planned, not planned.
80
00:04:54,044 --> 00:04:57,714
You could head to Times Square
and see the ball drop.
81
00:04:57,881 --> 00:05:00,050
Well, now that you mention it...
82
00:05:00,217 --> 00:05:02,636
And get me another muffin.
Chocolate.
83
00:05:02,803 --> 00:05:04,179
LIZ:
Sure, Flash.
84
00:05:04,346 --> 00:05:06,056
Coming soon to a theater
near you:
85
00:05:06,223 --> 00:05:09,851
How I Milked My injury,
starring Flash Thompson.
86
00:05:10,018 --> 00:05:13,104
WOMAN: One-seventeen.
Oh, that's us.
87
00:05:13,730 --> 00:05:15,941
Nice try, Miss Subtle.
88
00:05:16,107 --> 00:05:21,029
But it's hopeless. He's into Liz, not me.
89
00:05:21,196 --> 00:05:23,865
He's just a little confused.
90
00:05:24,032 --> 00:05:26,368
Hi, Petey.
Hey, Liz.
91
00:05:26,535 --> 00:05:31,122
Okay, a lot confused. Looks like Flash
and Liz are getting back together, so...
92
00:05:31,289 --> 00:05:35,544
So I get to be runner-up.
No.
93
00:05:35,710 --> 00:05:37,462
I wasn't
supposed to say anything,
94
00:05:37,629 --> 00:05:40,507
but his aunt told my aunt
you're all he thinks about.
95
00:05:40,674 --> 00:05:43,510
That is,
when he actually does think.
96
00:05:43,677 --> 00:05:45,345
Uh, this isn't my order.
97
00:05:45,512 --> 00:05:49,099
Oh, sorry, sorry.
Computer's glitching big time.
98
00:05:49,266 --> 00:05:52,185
The chip in this thing's
whacked too.
99
00:05:53,228 --> 00:05:54,563
[GASPS]
100
00:05:54,938 --> 00:05:57,607
I'm sorry, but I just need to ask
everyone to leave.
101
00:05:57,774 --> 00:06:00,026
Target's exiting the coffee shop.
102
00:06:00,193 --> 00:06:03,446
So thoughtful of you
to have GPS in your cell phone.
103
00:06:03,613 --> 00:06:07,450
Now all that remains
is to isolate you...
104
00:06:07,659 --> 00:06:09,077
[♪♪♪]
105
00:06:09,619 --> 00:06:10,787
For my boys.
106
00:06:10,954 --> 00:06:12,122
[BEEPING]
107
00:06:13,582 --> 00:06:16,042
[WHIRRING]
108
00:06:17,836 --> 00:06:19,421
[BEEPING]
109
00:06:21,047 --> 00:06:22,549
[BEEPING]
110
00:06:24,217 --> 00:06:26,279
DISPATCH [OVER RADIO]: All
units, armed robbery in progress.
111
00:06:26,303 --> 00:06:29,723
See Surplus Store, corner
of People's Drive and 124th Street.
112
00:06:29,890 --> 00:06:31,224
Dispatch, confirm.
113
00:06:31,391 --> 00:06:34,644
You want Midtown units
all the way up at 124th?
114
00:06:34,811 --> 00:06:37,397
That's what my screen says.
115
00:06:38,815 --> 00:06:40,984
[♪♪♪]
116
00:06:42,652 --> 00:06:44,487
[SIREN WAILING]
117
00:06:45,864 --> 00:06:50,243
And now, cue the chaos.
118
00:06:50,952 --> 00:06:52,787
[TIRES SCREECHING]
119
00:07:03,924 --> 00:07:06,009
Is anyone hurt?
I can't tell yet.
120
00:07:07,844 --> 00:07:09,971
Move, nerdette.
121
00:07:13,266 --> 00:07:15,560
[GRUNTS THEN SIGHS]
122
00:07:16,519 --> 00:07:18,605
[♪♪♪]
123
00:07:24,945 --> 00:07:27,197
[♪♪♪]
124
00:07:30,617 --> 00:07:31,743
No.
125
00:07:31,910 --> 00:07:32,994
[GRUNTS]
126
00:07:38,875 --> 00:07:40,961
Package delivered. Go.
127
00:07:41,211 --> 00:07:42,462
[HORNS HONKING]
128
00:07:43,505 --> 00:07:46,341
SPIDER-MAN: Vulture's long
gone. But there's Electro's van.
129
00:07:47,342 --> 00:07:49,469
If I didn't need him
to lead me to Gwen
130
00:07:49,636 --> 00:07:53,390
Ha, ha, ha.
Nothing but greens. Thanks, doc.
131
00:07:53,556 --> 00:07:55,725
I'm afraid you're not
home free yet.
132
00:07:55,892 --> 00:07:58,979
The cursed arachnid is on your tail.
133
00:07:59,145 --> 00:08:00,605
Not a problem. We'll ditch him.
134
00:08:00,772 --> 00:08:02,691
Eat lightning, Spider-Man.
135
00:08:07,404 --> 00:08:11,074
SPIDER-MAN: So much for quietly
following them to the Vulture's nest.
136
00:08:12,158 --> 00:08:14,119
[♪♪♪]
137
00:08:28,508 --> 00:08:30,343
Where'd he go?
138
00:08:31,469 --> 00:08:32,595
[TIRES SCREECHING]
139
00:08:39,352 --> 00:08:43,064
Master Planner,
our guest has arrived.
140
00:08:43,231 --> 00:08:46,443
And she's kindly lent us her phone.
141
00:08:47,110 --> 00:08:48,194
[GROANING]
142
00:08:48,403 --> 00:08:49,571
[RINGING]
143
00:08:49,738 --> 00:08:50,780
Hey, Gwen.
144
00:08:50,947 --> 00:08:53,283
DR. OCTOPUS [DISGUISED VOICE]:
No, not Gwen, Captain Stacy.
145
00:08:53,450 --> 00:08:56,411
It seems you need help
keeping track of your daughter.
146
00:08:56,578 --> 00:08:58,913
Teenagers can be such a bother.
147
00:08:59,080 --> 00:09:01,624
Who is this?
How did you get Gwen's phone?
148
00:09:01,791 --> 00:09:04,127
Oh, call me Master Planner.
149
00:09:04,294 --> 00:09:07,130
As for the phone,
why, from Miss Stacy, of course.
150
00:09:07,297 --> 00:09:09,090
From Gwen? Where is she?
151
00:09:09,257 --> 00:09:11,801
Unh. Dad?
152
00:09:13,094 --> 00:09:14,262
[GASPS]
153
00:09:14,429 --> 00:09:16,639
Dad. Dad, Dad, Dad, help me, I'm...
154
00:09:16,806 --> 00:09:18,808
I'm...
That's quite enough, I think.
155
00:09:18,975 --> 00:09:21,102
Gwen? Gwen? Put her back on.
156
00:09:21,269 --> 00:09:25,148
Don't bother checking her GPS
on your computer. It's disabled.
157
00:09:25,315 --> 00:09:28,651
And don't call for help.
Trust me, I'll know.
158
00:09:28,818 --> 00:09:31,446
Listen, creep, if you touch her, I'll...
159
00:09:31,613 --> 00:09:35,325
Let's dispense with the ugly what-ifs
and get to the business at hand.
160
00:09:35,617 --> 00:09:36,743
[SIGHS]
161
00:09:37,035 --> 00:09:38,995
What do you want?
162
00:09:39,496 --> 00:09:45,335
Oh, the global portal codes stored
at Homeland Security's New York HQ.
163
00:09:45,502 --> 00:09:46,544
Forget it.
164
00:09:46,711 --> 00:09:50,006
Those would give you access to
every government computer in the U.S.
165
00:09:50,173 --> 00:09:52,008
Maybe the...
The world? Yes.
166
00:09:52,509 --> 00:09:54,511
And you will provide them.
167
00:09:54,677 --> 00:09:57,514
Look, it's impossible.
I attend briefings at Home Sec.
168
00:09:57,680 --> 00:09:59,516
But I don't have clearance
for the codes.
169
00:09:59,682 --> 00:10:04,604
I couldn't get them if I wanted to.
Oh, I think you could, with a little help.
170
00:10:04,771 --> 00:10:06,981
And the proper motivation.
171
00:10:07,524 --> 00:10:09,567
[♪♪♪]
172
00:10:13,738 --> 00:10:17,700
Vulture's gone, Electro's gone.
But you'll tell me where to find the girl.
173
00:10:17,867 --> 00:10:19,786
Or else what, boy scout?
174
00:10:19,953 --> 00:10:22,831
We both know the hero
won't do anything rash.
175
00:10:23,456 --> 00:10:24,999
SPIDER-MAN:
He called my bluff.
176
00:10:25,166 --> 00:10:26,876
So I'll have to bluff better.
177
00:10:27,127 --> 00:10:28,795
Ah!
178
00:10:31,422 --> 00:10:32,632
Unh!
179
00:10:33,383 --> 00:10:36,219
See? See?
I knew you wouldn't really let me fall.
180
00:10:37,428 --> 00:10:38,471
Ah!
181
00:10:47,355 --> 00:10:48,690
That's strike two.
182
00:10:48,857 --> 00:10:52,902
Care to try for...?
Okay, okay, I'll talk.
183
00:10:53,361 --> 00:10:55,280
[♪♪♪]
184
00:10:57,657 --> 00:10:59,993
DR. OCTOPUS:
Nice and easy, captain.
185
00:11:00,160 --> 00:11:03,329
ELECTRO: Why do you need this guy?
With your brain, you can hack in anyplace.
186
00:11:03,496 --> 00:11:05,391
DR. OCTOPUS:
I appreciate the vote of confidence,
187
00:11:05,415 --> 00:11:08,334
but the codes are kept
in an isolated system.
188
00:11:08,501 --> 00:11:12,213
I've no means of access
without his help.
189
00:11:12,380 --> 00:11:14,174
Excellent, captain.
190
00:11:14,340 --> 00:11:17,510
Your daughter's halfway home.
191
00:11:17,677 --> 00:11:20,096
SPIDER-MAN: The secret
entrance to the Master Planner's lair.
192
00:11:20,263 --> 00:11:23,391
But since there's no way
I'm getting in the front door
193
00:11:24,684 --> 00:11:25,727
[♪♪♪]
194
00:11:25,894 --> 00:11:26,936
[SHIVERS]
195
00:11:27,103 --> 00:11:30,773
I so need to invest
in a spider-themed wetsuit.
196
00:11:32,817 --> 00:11:34,277
[GRUNTS]
197
00:11:36,571 --> 00:11:37,739
[GASPING]
198
00:11:38,406 --> 00:11:40,450
I'm somewhat occupied
at the moment.
199
00:11:40,617 --> 00:11:42,160
I'm on it.
200
00:11:42,327 --> 00:11:46,581
By now, captain, you'll have reached
their monitor room.
201
00:11:46,748 --> 00:11:48,291
Agent Wade, Agent Briggs.
202
00:11:48,499 --> 00:11:50,752
Uh... Monitor duty?
203
00:11:50,919 --> 00:11:52,629
Drew the short straw, huh?
204
00:11:52,795 --> 00:11:55,423
Yeah. Dullest detail in the FBI.
205
00:11:55,590 --> 00:11:57,884
[RUMBLING]
206
00:11:58,927 --> 00:12:04,098
Let's find out just how secure
the Homeland is. Ha, ha, ha.
207
00:12:08,478 --> 00:12:10,980
I'll call it in.
This is a federal facility, Stacy.
208
00:12:11,147 --> 00:12:12,982
We'll handle this. Wade, go.
209
00:12:13,149 --> 00:12:15,902
All security personnel,
facility under external attack.
210
00:12:16,069 --> 00:12:18,404
DR. OCTOPUS:
External attack, indeed.
211
00:12:18,571 --> 00:12:21,324
Squad one to the roof,
squad two, the street. Move.
212
00:12:22,158 --> 00:12:23,618
[BEEPING]
213
00:12:24,035 --> 00:12:25,954
DR. OCTOPUS:
Nice downloading, captain.
214
00:12:26,120 --> 00:12:29,916
That virus has given me access
to all Home Sec systems
215
00:12:30,083 --> 00:12:34,212
except the proprietary mainframe
containing the portal codes.
216
00:12:34,379 --> 00:12:36,839
But I've increased
your security clearance.
217
00:12:37,006 --> 00:12:38,800
You may proceed.
218
00:12:38,967 --> 00:12:40,969
[♪♪♪]
219
00:12:48,101 --> 00:12:51,437
Look, Stacy, maybe I picked
the wrong time to get territorial.
220
00:12:59,445 --> 00:13:02,031
Spider-Man.
Don't worry, G... Girlie.
221
00:13:02,198 --> 00:13:03,449
I'll have you out soon.
222
00:13:03,616 --> 00:13:06,327
ELECTRO: You're finished, web-freak.
Look out.
223
00:13:06,494 --> 00:13:09,664
No! Let go of the bars!
Unh!
224
00:13:09,998 --> 00:13:11,791
No!
225
00:13:12,375 --> 00:13:14,377
Argh!
226
00:13:14,585 --> 00:13:16,254
[BEEPING]
227
00:13:17,839 --> 00:13:22,218
DR. OCTOPUS:
Electro, take this conflict elsewhere.
228
00:13:22,385 --> 00:13:24,554
Uh, sure thing, M.P.
229
00:13:24,721 --> 00:13:28,057
SPIDER-MAN: So the Master Planner
doesn't want all this tech damaged.
230
00:13:28,641 --> 00:13:30,560
Max, don't tell me you're scared
231
00:13:30,727 --> 00:13:32,854
of a second-rate schemer
with a funny voice.
232
00:13:33,021 --> 00:13:35,898
First, I'm not scared of nothing.
233
00:13:38,234 --> 00:13:41,738
Second, Master Planner
ain't second-rate nothing.
234
00:13:44,741 --> 00:13:49,662
And third, don't call me Max,
or I'll fry you into nothing!
235
00:13:52,957 --> 00:13:54,584
DR. OCTOPUS:
Electro, stand down.
236
00:13:55,918 --> 00:13:57,086
[BEEPING]
237
00:13:57,253 --> 00:14:01,341
COMPUTER: Retinal scan
recognizes Stacy, comma, George.
238
00:14:01,507 --> 00:14:02,675
Clearance confirmed.
239
00:14:04,302 --> 00:14:06,179
SPIDER-MAN:
Max. Maxie.
240
00:14:06,346 --> 00:14:08,723
Maximilian. Maximum.
241
00:14:08,890 --> 00:14:11,100
Shut up, shut up. Shut up!
242
00:14:17,065 --> 00:14:18,733
Uh-oh. Unh!
243
00:14:21,110 --> 00:14:24,447
SPIDER-MAN:
That's for zapping Gwen, twice.
244
00:14:24,655 --> 00:14:25,698
[BEEPING]
245
00:14:25,865 --> 00:14:27,450
DR. OCTOPUS:
Nice uploading, captain.
246
00:14:27,617 --> 00:14:31,454
Now insert that drive
into any other computer.
247
00:14:31,621 --> 00:14:34,791
I'll have my codes,
you'll get your daughter.
248
00:14:37,794 --> 00:14:39,170
I wanna talk to Gwen.
249
00:14:39,337 --> 00:14:43,132
This is no time to test me, captain.
250
00:14:46,469 --> 00:14:47,678
Stow the threats.
251
00:14:47,845 --> 00:14:50,431
I'm not doing anything more
until I know she's okay.
252
00:14:50,598 --> 00:14:52,141
DR. OCTOPUS:
Miss Stacy's resting at...
253
00:14:52,308 --> 00:14:54,977
I talk to her, or you get nothing.
254
00:14:55,144 --> 00:14:56,437
Fine.
255
00:15:02,985 --> 00:15:05,571
SPIDER-MAN:
Great. Even the walls have arms.
256
00:15:05,738 --> 00:15:07,407
But at least one mystery's solved.
257
00:15:07,573 --> 00:15:11,411
Hey, Master Planner, some
secret-identity advice from an expert:
258
00:15:11,577 --> 00:15:14,747
Don't sign your work,
Doctor Octopus.
259
00:15:14,914 --> 00:15:19,085
DR. OCTOPUS: Yes, Spider-Man,
it's spectacularly clever of you
260
00:15:19,252 --> 00:15:23,589
to have guessed the truth
after I revealed it.
261
00:15:26,676 --> 00:15:28,761
Yo, if you're gonna dance
with my date,
262
00:15:28,928 --> 00:15:31,013
then I'm totally dancing
with yours.
263
00:15:31,722 --> 00:15:34,642
[♪♪♪]
264
00:15:42,150 --> 00:15:44,026
Bingo.
265
00:15:48,990 --> 00:15:52,285
Unh! Okay,
that was almost worth it.
266
00:15:53,744 --> 00:15:56,456
If you want something done right...
267
00:15:58,499 --> 00:15:59,834
[GROANING]
268
00:16:06,799 --> 00:16:09,802
Unh. I thought
the arms race was over.
269
00:16:09,969 --> 00:16:14,307
Oh, I've still got a few
up my sleeves.
270
00:16:42,585 --> 00:16:44,295
Ah!
271
00:16:48,341 --> 00:16:49,759
Ah!
272
00:16:49,926 --> 00:16:52,136
[BEEPING]
273
00:17:03,689 --> 00:17:07,193
Without server to route signals,
274
00:17:07,360 --> 00:17:08,861
it's too much.
275
00:17:09,028 --> 00:17:10,112
Too much.
276
00:17:15,201 --> 00:17:18,746
Must destroy connection.
277
00:17:18,913 --> 00:17:20,414
Ah!
278
00:17:24,293 --> 00:17:26,879
[COMPUTER POWERING DOWN]
279
00:17:29,048 --> 00:17:31,801
DR. OCTOPUS:
Congratulations, arachnid.
280
00:17:31,968 --> 00:17:37,723
My lair, my master plan, all ruined.
281
00:17:37,890 --> 00:17:40,142
SPIDER-MAN:
Thanks. I specialize in foiling.
282
00:17:40,309 --> 00:17:42,812
Only one option remains.
283
00:17:45,731 --> 00:17:48,192
[ALARM RINGING]
284
00:17:52,530 --> 00:17:55,241
Farewell, Spider-Man.
285
00:17:57,410 --> 00:18:00,246
Enjoy your tomb.
286
00:18:23,978 --> 00:18:26,897
[GRUNTING]
287
00:18:31,986 --> 00:18:35,656
Unh! Can't budge it.
288
00:18:37,241 --> 00:18:39,160
So cold.
289
00:18:39,327 --> 00:18:42,163
Muscles stiff, numb.
290
00:18:42,330 --> 00:18:43,497
This is it.
291
00:18:44,123 --> 00:18:46,292
Fought the good fight.
292
00:18:47,043 --> 00:18:50,046
Did my best. Even foiled Doc's plan.
293
00:18:50,713 --> 00:18:52,548
No one could ask any more of me.
294
00:18:52,923 --> 00:18:55,468
[GWEN GROANING]
295
00:18:56,302 --> 00:18:58,512
What am I doing? I can't give up.
296
00:18:58,679 --> 00:19:00,473
Not with Gwen depending on me.
297
00:19:00,931 --> 00:19:03,184
[GRUNTING]
298
00:19:15,738 --> 00:19:16,864
[GASPS]
299
00:19:20,951 --> 00:19:22,495
Cold. It's cold.
300
00:19:22,662 --> 00:19:26,290
It'll get colder if we don't
get out of here. Hold on.
301
00:19:31,420 --> 00:19:32,755
What about him?
302
00:19:32,922 --> 00:19:33,923
[GROANS]
303
00:19:36,258 --> 00:19:39,261
So gonna hurt me more
than it hurts you.
304
00:19:43,474 --> 00:19:44,934
Called that right.
305
00:19:46,977 --> 00:19:48,104
Don't touch him.
306
00:19:48,270 --> 00:19:49,605
He's still juiced.
307
00:19:50,147 --> 00:19:53,150
[♪♪♪]
308
00:20:18,259 --> 00:20:20,261
[♪♪♪]
309
00:20:22,847 --> 00:20:24,932
DR. OCTOPUS [OVER RADIO]:
Abort mission.
310
00:20:25,099 --> 00:20:27,268
Understood.
311
00:20:29,145 --> 00:20:31,272
Planner? Planner, are you there?
312
00:20:31,439 --> 00:20:32,481
[PHONE RINGING]
313
00:20:32,648 --> 00:20:34,233
Listen, Planner...
GWEN: Dad, it's me.
314
00:20:34,400 --> 00:20:35,818
Gwen?
I'm okay, Daddy.
315
00:20:35,985 --> 00:20:37,653
Spider-Man saved me.
316
00:20:37,820 --> 00:20:39,989
Are you...?
I'm fine, honey.
317
00:20:40,156 --> 00:20:42,658
Just fine. Now.
318
00:20:42,825 --> 00:20:44,827
[♪♪♪]
319
00:20:45,870 --> 00:20:47,580
[UPBEAT MUSIC PLAYING ON TV]
320
00:20:49,540 --> 00:20:51,167
MAY:
One minute to midnight.
321
00:20:53,127 --> 00:20:55,713
I'm gonna try her again. Unh!
322
00:20:56,297 --> 00:20:59,467
I'm sure Gwen appreciates
your perseverance.
323
00:21:00,384 --> 00:21:02,011
[PHONE BEEPING]
324
00:21:02,178 --> 00:21:05,473
STACY: Hello?
Hi, Captain Stacy.
325
00:21:05,639 --> 00:21:07,767
It's Pete again. Peter Parker.
326
00:21:07,933 --> 00:21:09,685
Yeah, I know who you are, Pete.
327
00:21:09,852 --> 00:21:12,104
But I've told you,
Gwen's been through a lot and...
328
00:21:12,271 --> 00:21:14,023
Dad. Is that my phone?
329
00:21:14,190 --> 00:21:16,609
Not tonight, it isn't.
330
00:21:16,776 --> 00:21:19,069
Don't you give me that look,
Gwendolyn Stacy.
331
00:21:19,236 --> 00:21:20,321
[DOOR BELL RINGING]
332
00:21:20,488 --> 00:21:22,698
MAY:
Now, who could that be? Peter?
333
00:21:25,034 --> 00:21:27,369
Hi, Petey.
Liz, what are you...?
334
00:21:27,536 --> 00:21:29,663
I mean, it's almost midnight.
335
00:21:29,830 --> 00:21:32,458
Shouldn't you be with Flash?
MAY: Ten, nine, eight...
336
00:21:32,625 --> 00:21:38,464
Thing is, I'll always care about Flash,
but tonight I told him it's over.
337
00:21:38,631 --> 00:21:40,549
Really, really over.
338
00:21:40,716 --> 00:21:43,427
See, I wanna be with you.
339
00:21:43,594 --> 00:21:45,137
MAY:
zero.
340
00:21:45,304 --> 00:21:48,390
Happy New Year!
341
00:21:48,599 --> 00:21:50,599
[CROWD CHEERING AND "AULD
LANG SYNE" PLAYING ON TV]
342
00:21:50,726 --> 00:21:53,229
Happy New Year, Petey.
343
00:21:55,856 --> 00:21:57,441
GWEN [ON PHONE]:
Hello?
344
00:21:58,108 --> 00:22:00,194
Anyone there?
345
00:22:06,116 --> 00:22:08,786
[♪♪♪]
25221
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