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1
00:00:03,020 --> 00:00:04,820
(ALARM BEEPING)
2
00:00:04,855 --> 00:00:06,655
Nice try, alarm.
3
00:00:07,658 --> 00:00:09,558
But I already beat you to it.
4
00:00:09,593 --> 00:00:11,593
Way too excited
to stay in bed.
5
00:00:11,629 --> 00:00:14,596
What kind of weirdo skips
a chance for more sleep?
6
00:00:14,632 --> 00:00:16,365
The kind of weirdo that's
7
00:00:16,400 --> 00:00:18,067
graduating today!
8
00:00:18,102 --> 00:00:20,703
We're finally getting our diplomas
from S.H.I.E.L.D. Academy.
9
00:00:20,738 --> 00:00:23,472
All of us! My original
S.H.I.E.L.D. team.
10
00:00:23,507 --> 00:00:24,740
We were just kids
when we started.
11
00:00:24,775 --> 00:00:27,543
And now we're older kids,
12
00:00:27,578 --> 00:00:29,745
but more importantly,
awesome-er kids.
13
00:00:29,780 --> 00:00:31,580
Then there's the New Warriors.
14
00:00:31,615 --> 00:00:33,682
They saw the worst
the streets had to offer,
15
00:00:33,718 --> 00:00:35,818
and now they're the best
S.H.I.E.L.D. has to offer.
16
00:00:35,853 --> 00:00:37,653
And the Web Warriors!
17
00:00:37,688 --> 00:00:38,821
A team of Spiders,
18
00:00:38,857 --> 00:00:41,123
the closest thing
I've ever had to siblings.
19
00:00:42,593 --> 00:00:45,394
Looking good, Parker!
20
00:00:45,429 --> 00:00:47,463
This graduation
will be everything.
21
00:00:47,498 --> 00:00:49,431
We've invited
a who's who of heroes.
22
00:00:49,467 --> 00:00:51,254
Maybe the Avengers
will even be there!
23
00:00:53,637 --> 00:00:55,604
(GASPS)
24
00:00:55,639 --> 00:00:57,706
I hope that's not
a present, Aunt May.
25
00:00:57,742 --> 00:00:59,675
You've given me more
than enough already.
26
00:00:59,710 --> 00:01:01,677
Don't be silly,
it's not every day
27
00:01:01,712 --> 00:01:03,712
your nephew graduates
from S.H.I.E.L.D. Academy.
28
00:01:03,748 --> 00:01:06,715
So get downstairs while
I finish wrapping this gift.
29
00:01:06,751 --> 00:01:08,417
I made wheat cakes.
30
00:01:08,452 --> 00:01:10,586
This day just
keeps getting better.
31
00:01:13,758 --> 00:01:14,790
Huh?
32
00:01:16,727 --> 00:01:19,795
Good morning,
Peter Parker.
33
00:01:19,830 --> 00:01:21,563
Doc Ock?
34
00:01:23,397 --> 00:01:26,597
Sync and corrections by masaca
- addic7ed.com -
35
00:01:33,461 --> 00:01:35,360
(LAUGHS)
36
00:01:35,396 --> 00:01:37,863
You've got a history
of terrible ideas, Ock,
37
00:01:37,899 --> 00:01:41,806
but coming to my house is officially
the stupidest thing you've ever done.
38
00:01:43,104 --> 00:01:45,626
You think this place isn't
protected by S.H.I.E.L.D. tech?
39
00:01:48,476 --> 00:01:50,476
(ELECTRONIC BEEPING)
40
00:01:50,511 --> 00:01:55,314
Hmm. I disabled your S.H.I.E.L.D.
defenses weeks ago.
41
00:01:55,349 --> 00:01:57,316
Since I discovered
your identity,
42
00:01:57,351 --> 00:02:00,486
I've been keeping an eye
on everything you do.
43
00:02:00,521 --> 00:02:04,156
You and your
delightful Aunt May.
44
00:02:04,191 --> 00:02:06,391
I take it back,
threatening my aunt
45
00:02:06,427 --> 00:02:08,527
is now the stupidest thing
you've ever done.
46
00:02:08,562 --> 00:02:12,231
I am not here to fight.
I am here to make a deal.
47
00:02:12,266 --> 00:02:13,532
A simple one.
48
00:02:13,567 --> 00:02:17,703
You will agree to never put on
the Spider-Man mask again.
49
00:02:17,739 --> 00:02:19,283
In exchange...
50
00:02:20,474 --> 00:02:24,109
...your Aunt May lives.
51
00:02:24,145 --> 00:02:26,245
MAY: How are those
wheat cakes, Peter?
52
00:02:26,280 --> 00:02:28,547
Uh, delicious as always.
53
00:02:28,582 --> 00:02:31,216
You threaten me
almost every day.
54
00:02:31,252 --> 00:02:33,252
Why am I going
to take you seriously now?
55
00:02:33,287 --> 00:02:36,555
My Octobots with cameras
are everywhere.
56
00:02:36,590 --> 00:02:39,391
I've been keeping watch
over your aunt.
57
00:02:39,426 --> 00:02:43,328
I have only to say
the word, and good-bye.
58
00:02:44,398 --> 00:02:46,498
Why now?
59
00:02:46,534 --> 00:02:51,136
I had to wait until all the cards
were on the table. And now they are.
60
00:02:51,172 --> 00:02:54,239
I trust you'll make
the right decision, Parker.
61
00:02:59,146 --> 00:03:00,980
Wow, you ate those fast.
62
00:03:01,015 --> 00:03:04,016
Hope you don't get
an upset stomach on stage.
63
00:03:04,051 --> 00:03:06,185
I don't think breakfast
will be my problem today.
64
00:03:06,220 --> 00:03:08,020
Ock's threatened Spider-Man
65
00:03:08,055 --> 00:03:10,155
dozens of times,
but this is different.
66
00:03:10,191 --> 00:03:12,124
This is a threat
to Peter Parker,
67
00:03:12,159 --> 00:03:14,193
and Peter Parker
has vulnerabilities.
68
00:03:14,228 --> 00:03:16,295
But this is graduation day.
69
00:03:16,330 --> 00:03:19,999
I'm no longer the new kid on the block
getting bullied by super-villains.
70
00:03:20,034 --> 00:03:21,967
I'm the Ultimate
Spider-Man
71
00:03:22,003 --> 00:03:24,136
and I'm not backing down
from Ock or anyone.
72
00:03:24,171 --> 00:03:26,450
Time to take my final exam.
73
00:03:26,974 --> 00:03:29,141
(SEAGULLS CALLING)
74
00:03:29,176 --> 00:03:32,044
MAY: Are you sure
this is all necessary?
75
00:03:32,079 --> 00:03:34,213
I'm not going to
miss your graduation.
76
00:03:34,248 --> 00:03:37,016
You won't. My teams
are better than ever
77
00:03:37,051 --> 00:03:40,085
and we'll have Ock wrapped up before
the first guest takes their seat.
78
00:03:40,121 --> 00:03:42,287
But for now,
you're safer here.
79
00:03:42,323 --> 00:03:45,016
Go get 'em, Spider-Man.
80
00:03:49,096 --> 00:03:51,441
SPIDER-MAN: Ock's overconfidence
is his biggest mistake.
81
00:03:51,465 --> 00:03:53,498
He thinks
he's outsmarted me.
82
00:03:53,534 --> 00:03:56,535
Well, he's about to find out what
being outsmarted really feels like.
83
00:03:56,570 --> 00:04:00,272
- You in?
- We got your back, Spider-Man.
84
00:04:00,307 --> 00:04:02,341
We used to live with you
at your aunt's house.
85
00:04:02,376 --> 00:04:04,343
This is personal
for us, too.
86
00:04:04,378 --> 00:04:06,478
No one threatens May
and gets away with it.
87
00:04:06,513 --> 00:04:09,214
Especially Ock.
88
00:04:09,250 --> 00:04:11,183
(BEEPING)
Here are the locations
89
00:04:11,218 --> 00:04:13,285
of Ock's old labs
and his known associates,
90
00:04:13,320 --> 00:04:15,187
which should lead us
straight to him.
91
00:04:15,222 --> 00:04:16,488
We'll tackle all
these at once.
92
00:04:16,523 --> 00:04:18,557
Let's show Ock
we're not kids anymore.
93
00:04:23,364 --> 00:04:25,197
SPIDER-MAN: No heat signatures.
94
00:04:25,232 --> 00:04:26,498
This old lab's empty.
95
00:04:26,533 --> 00:04:28,367
Power Man, do
what you do best.
96
00:04:30,337 --> 00:04:32,471
SPIDER-MAN: Ock said his cards
were finally on the table.
97
00:04:32,506 --> 00:04:34,506
Time to find out
what those cards are.
98
00:04:36,510 --> 00:04:38,443
This lab isn't empty!
(SPIDER SENSES TINGLING)
99
00:04:40,147 --> 00:04:41,246
(GRUNTS)
100
00:04:42,950 --> 00:04:45,174
- Scorpion!
- My new armor makes me invisible
101
00:04:45,386 --> 00:04:47,119
to scanners, Spider-creep.
102
00:04:47,154 --> 00:04:49,288
But I'm not the only secret
this place holds.
103
00:04:49,323 --> 00:04:51,323
Too bad your new armor
doesn't have a muzzle!
104
00:04:51,358 --> 00:04:53,292
(GRUNTING)
105
00:04:55,262 --> 00:04:56,295
(IRON FIST EXCLAIMS)
106
00:04:58,299 --> 00:05:00,399
Been waiting to
do that, Iron Fist.
107
00:05:00,434 --> 00:05:02,501
Come on, guys. We can
fight better than this.
108
00:05:02,536 --> 00:05:04,336
S.H.I.E.L.D. Attack Plan 6-A!
109
00:05:04,371 --> 00:05:05,437
(ALL YELL)
110
00:05:06,307 --> 00:05:08,307
(GRUNTS)
111
00:05:08,342 --> 00:05:11,076
One tail, every hero.
112
00:05:12,212 --> 00:05:14,346
You lose count of how
many of us there are?
113
00:05:14,381 --> 00:05:16,214
That was the plan, idiot.
114
00:05:16,250 --> 00:05:18,216
(YELLS)
115
00:05:25,292 --> 00:05:26,491
Crossbones?
116
00:05:26,527 --> 00:05:29,161
SPIDER-MAN: My scanner
couldn't see in this place.
117
00:05:29,196 --> 00:05:31,263
What happened?
Ock kidnapped me.
118
00:05:31,298 --> 00:05:35,200
He wasn't so happy with what I put
him through as leader of Hydra.
119
00:05:35,235 --> 00:05:37,302
I tell you what,
you free me,
120
00:05:37,338 --> 00:05:39,471
I'll help you hunt down
that eight-legged freak.
121
00:05:39,506 --> 00:05:41,473
And why would
we ever trust you?
122
00:05:41,508 --> 00:05:43,308
'Cause I know
where Ock is.
123
00:05:43,344 --> 00:05:44,958
And I know
what his plans are.
124
00:05:44,959 --> 00:05:47,512
- Spill it.
- Only if we have a deal.
125
00:05:47,548 --> 00:05:50,182
Free me, we can end
this together.
126
00:05:50,217 --> 00:05:52,384
I'll be the only one
ending this.
127
00:05:55,456 --> 00:05:57,222
What are you doing?
128
00:05:57,257 --> 00:05:58,590
(SCREAMING)
129
00:06:03,030 --> 00:06:05,886
By making the odds
a little more even!
130
00:06:06,266 --> 00:06:08,166
(GROWLS)
131
00:06:08,202 --> 00:06:11,069
SPIDER-MAN: Okay, S.H.I.E.L.D.
team, stay focused.
132
00:06:12,006 --> 00:06:14,039
(ROARS)
133
00:06:14,074 --> 00:06:17,142
Making it to graduation
just got a lot more difficult.
134
00:06:19,013 --> 00:06:20,145
(ROARS
135
00:06:22,016 --> 00:06:23,915
Crossbones as the Lizard?
136
00:06:23,951 --> 00:06:25,884
This is a mash-up
I didn't need.
137
00:06:25,919 --> 00:06:27,588
Liz-Bones?
Cross-zard?
138
00:06:27,621 --> 00:06:29,466
How about we just
call him "Busted".
139
00:06:30,858 --> 00:06:32,090
Whoa, hey!
Hands off the headgear!
140
00:06:32,226 --> 00:06:33,825
Whoa! Whoa!
141
00:06:35,262 --> 00:06:38,029
Oh, come on! You don't
have chinstraps in space?
142
00:06:44,972 --> 00:06:46,838
SPIDER-MAN: Okay,
team, listen up.
143
00:06:46,874 --> 00:06:50,642
White Tiger, hard left. Use
Lizard's tail for leverage.
144
00:06:50,678 --> 00:06:51,977
Power Man, hard right.
145
00:06:52,012 --> 00:06:53,679
Go for Scorpion's stingers!
146
00:06:53,714 --> 00:06:54,680
(GRUNTS)
147
00:06:57,718 --> 00:06:58,784
(ROARS)
148
00:06:59,787 --> 00:07:01,239
Why don't you
stick around?
149
00:07:01,240 --> 00:07:02,854
Have you heard
that one before?
150
00:07:02,890 --> 00:07:05,891
Years of S.H.I.E.L.D. training
and your quips are still terrible.
151
00:07:07,227 --> 00:07:08,894
Unbreakable skin.
152
00:07:08,929 --> 00:07:10,829
How unbreakable
are those stingers?
153
00:07:11,999 --> 00:07:13,165
(GRUNTING)
154
00:07:13,200 --> 00:07:14,266
(YELLS)
155
00:07:14,301 --> 00:07:16,134
Hah, not very.
156
00:07:16,170 --> 00:07:18,136
(GRUNTS)
157
00:07:19,707 --> 00:07:21,773
He who steals
from another's brow,
158
00:07:21,809 --> 00:07:24,416
shall himself
be left unprotected.
159
00:07:25,604 --> 00:07:26,823
Slam dunk!
160
00:07:30,573 --> 00:07:31,423
(GROWLS)
161
00:07:31,435 --> 00:07:34,468
SPIDER-MAN: See? There is something
to this whole teamwork thing.
162
00:07:34,574 --> 00:07:35,654
That was legit.
163
00:07:35,789 --> 00:07:37,923
You balanced our strengths
against their weaknesses.
164
00:07:37,958 --> 00:07:39,825
And without making
too many puns.
165
00:07:39,860 --> 00:07:43,095
Seriously, back in the day, you
had to re-learn the same lesson
166
00:07:43,130 --> 00:07:45,797
about leading the team
every single week.
167
00:07:45,833 --> 00:07:48,667
- Now look at you.
- Yeah. I've got to admit,
168
00:07:48,702 --> 00:07:50,068
you got this
leadership thing down.
169
00:07:50,104 --> 00:07:51,870
Yeah, okay, but...
170
00:07:51,905 --> 00:07:54,072
But nothing.
No joke here.
171
00:07:54,108 --> 00:07:56,285
Working with you
has taught me a lot.
172
00:07:56,777 --> 00:07:59,044
Ugh, I did get a little
nauseous just saying that.
173
00:07:59,079 --> 00:08:01,847
We all feel that way,
Spider-Man.
174
00:08:01,882 --> 00:08:04,049
Except the nausea.
Thanks, guys.
175
00:08:04,084 --> 00:08:06,885
I... What's that?
176
00:08:09,023 --> 00:08:10,756
Hard-light technology?
177
00:08:10,791 --> 00:08:13,058
Is this the plan
Ock was talking about?
178
00:08:13,093 --> 00:08:15,661
Dagger to Spider-Man.
We tracked Kraven.
179
00:08:15,696 --> 00:08:17,929
- He doesn't know we're here.
- I doubt that.
180
00:08:17,965 --> 00:08:20,914
Kraven doesn't get caught
off-guard. On the way.
181
00:08:21,835 --> 00:08:23,902
Go, Spidey.
We'll bring these two in.
182
00:08:23,971 --> 00:08:24,936
Thanks, guys.
183
00:08:36,116 --> 00:08:39,051
I don't need Spider sense
to know this is a set-up.
184
00:08:39,086 --> 00:08:41,787
No way. We totally
have the drop on him.
185
00:08:41,822 --> 00:08:42,921
He's roadkill.
186
00:08:42,956 --> 00:08:45,757
Trust me, Kraven's
trying to draw us in.
187
00:08:45,793 --> 00:08:47,959
I know this from years
of painful experience.
188
00:08:47,995 --> 00:08:52,698
Trap or no trap, we need to lock
this guy down before he's onto us.
189
00:08:52,733 --> 00:08:53,765
Cloak, not yet!
190
00:08:56,704 --> 00:08:58,036
(LAUGHS)
191
00:09:02,676 --> 00:09:05,711
Ah, Cloak,
the impetuous one.
192
00:09:05,746 --> 00:09:08,362
Now you're the bait
for the others.
193
00:09:10,984 --> 00:09:13,018
Cloak!
194
00:09:13,053 --> 00:09:15,620
Wait! Have you
learned nothing?
195
00:09:18,926 --> 00:09:22,430
Vulture! Spidey was
right, it's a trap!
196
00:09:22,431 --> 00:09:22,994
(SCREECHES)
197
00:09:24,898 --> 00:09:26,965
(GRUNTS)
198
00:09:27,200 --> 00:09:30,235
Squirrel Girl, think your little
buddies can bring down a bird?
199
00:09:30,270 --> 00:09:32,804
You can count
on me, Spidey!
200
00:09:32,839 --> 00:09:34,172
Let's go, boys!
201
00:09:34,207 --> 00:09:36,007
(CHATTERING)
202
00:09:37,878 --> 00:09:39,277
(SCREECHES)
203
00:09:43,784 --> 00:09:45,790
Push Kraven back
towards the alley.
204
00:09:47,921 --> 00:09:50,021
But that's the easiest path
of escape!
205
00:09:50,057 --> 00:09:51,189
Let's box him in.
206
00:09:51,225 --> 00:09:53,859
No, trust me on this.
207
00:09:58,131 --> 00:09:59,998
(ALL GRUNTING)
208
00:10:05,072 --> 00:10:07,863
No, Kraven will not fall!
209
00:10:07,864 --> 00:10:09,647
(YELLS)
210
00:10:12,880 --> 00:10:14,079
(GROANS)
211
00:10:16,049 --> 00:10:17,983
You set up electro-nets?
212
00:10:18,018 --> 00:10:19,751
No, Kraven did.
213
00:10:19,786 --> 00:10:21,786
He always lays snares
on obvious escape routes,
214
00:10:21,822 --> 00:10:23,822
knowing his prey
will try to run.
215
00:10:23,857 --> 00:10:25,123
We just caught him
in his own trap.
216
00:10:25,158 --> 00:10:27,025
Now time to
snag a Vulture!
217
00:10:31,031 --> 00:10:32,998
Let's crack him like a nut!
218
00:10:34,067 --> 00:10:35,934
No, call them off!
219
00:10:35,969 --> 00:10:37,202
Vulture's under
Ock's control,
220
00:10:37,237 --> 00:10:39,804
it's not his fault
he's a bad guy.
221
00:10:39,840 --> 00:10:41,006
(CHATTERING)
222
00:10:46,013 --> 00:10:47,245
(GRUNTS)
223
00:10:49,016 --> 00:10:50,949
I know Ock did this to you.
224
00:10:50,984 --> 00:10:53,018
At S.H.I.E.L.D.,
we'll try to find a cure.
225
00:10:53,053 --> 00:10:54,920
I haven't given up
on you, Vulture.
226
00:10:54,955 --> 00:10:56,855
(GRUNTS)
227
00:10:59,192 --> 00:11:01,059
(GROANS)
228
00:11:01,094 --> 00:11:02,928
I don't know what
to say, Spider-Man.
229
00:11:02,963 --> 00:11:04,829
We couldn't have
done it without you.
230
00:11:05,132 --> 00:11:06,865
Aw, shucks.
231
00:11:06,900 --> 00:11:09,034
All in a day's work for the
friendly, neighborhood me.
232
00:11:09,069 --> 00:11:10,035
(GRUNTS)
233
00:11:11,939 --> 00:11:13,738
Cloak.
234
00:11:13,774 --> 00:11:15,073
We've bagged a Scorpion,
a Lizard,
235
00:11:15,108 --> 00:11:18,076
a Vulture, and a...
Whatever Kraven is.
236
00:11:18,111 --> 00:11:22,113
The only thing we're missing in
Ock's twisted zoo is a Rhino!
237
00:11:22,149 --> 00:11:24,015
Has anyone seen Rhino?
238
00:11:24,051 --> 00:11:25,750
(GRUNTS)
Seeing him
239
00:11:25,786 --> 00:11:27,185
up close and personal.
240
00:11:27,220 --> 00:11:30,088
The boathouse, if you're up
for a trip to Central Park.
241
00:11:32,859 --> 00:11:35,193
It's a beautiful day,
why not?
242
00:11:35,228 --> 00:11:38,129
(GRUNTING)
243
00:11:45,172 --> 00:11:46,871
"What did you
do today, Miles?"
244
00:11:46,907 --> 00:11:49,074
Oh, I ran into
an old friend in the park.
245
00:11:49,109 --> 00:11:50,942
Actually, he ran into me!
246
00:11:50,978 --> 00:11:52,844
Really?
Bad jokes?
247
00:11:52,879 --> 00:11:55,013
You've been hanging out
with Spider-Man too long.
248
00:11:55,048 --> 00:11:57,816
Rhino doesn't know the
meaning of the word friend,
249
00:11:57,851 --> 00:11:59,050
but here's a hint.
250
00:11:59,086 --> 00:12:01,720
It doesn't mean stabbing
your team in the back!
251
00:12:01,755 --> 00:12:03,188
(GRUNTING)
252
00:12:09,930 --> 00:12:12,964
Friends. Enemies.
Ock commands!
253
00:12:13,000 --> 00:12:13,999
(YELLS)
254
00:12:15,869 --> 00:12:17,002
Cut Rhino some slack.
255
00:12:17,037 --> 00:12:19,170
Ock's messed with his mind
over and over again.
256
00:12:19,206 --> 00:12:20,972
And take it from me,
257
00:12:21,008 --> 00:12:23,108
Ock's brainwashing
ain't easy to get over.
258
00:12:23,143 --> 00:12:26,211
I vote for determining Rhino's
motives after we contain him.
259
00:12:29,082 --> 00:12:31,116
(GRUNTS)
260
00:12:35,822 --> 00:12:38,823
Miles, MJ,
lead him to the water!
261
00:12:38,859 --> 00:12:41,551
Oh, so now I want him
to follow me?
262
00:12:41,839 --> 00:12:45,244
So what's your plan, Spidey?
Hope rhinos hate getting wet?
263
00:12:46,199 --> 00:12:47,232
(YELLS)
264
00:12:53,974 --> 00:12:55,840
Pour on the freeze webs, now!
265
00:12:55,876 --> 00:12:57,175
Clever move, Tiger.
266
00:13:01,882 --> 00:13:04,450
Rhino, I know our friend
is still in there.
267
00:13:04,451 --> 00:13:07,318
I need him to come out.
I need to know where Ock is.
268
00:13:07,354 --> 00:13:10,054
Ock is close.
269
00:13:10,090 --> 00:13:12,023
Close as in New York?
270
00:13:12,392 --> 00:13:15,026
Much closer.
271
00:13:19,633 --> 00:13:20,818
(GRUNTS)
272
00:13:21,835 --> 00:13:24,836
I see you put the mask
on, Spider-Man.
273
00:13:24,871 --> 00:13:26,971
Now time for
the consequences!
274
00:13:27,007 --> 00:13:28,807
Got that right.
275
00:13:32,679 --> 00:13:36,281
Doctor Octopus was
hiding underwater.
276
00:13:36,316 --> 00:13:37,855
Should have seen
that coming.
277
00:13:39,319 --> 00:13:41,722
DR. OCTOPUS: I warned you, Spider-Man!
278
00:13:43,490 --> 00:13:44,623
(GRUNTING)
279
00:13:46,560 --> 00:13:48,727
You pathetic child.
280
00:13:48,762 --> 00:13:52,697
I gave you an ultimatum which
you foolishly chose to ignore.
281
00:13:52,733 --> 00:13:56,501
Becoming Spider-Man again
will be your final mistake!
282
00:13:56,537 --> 00:13:58,603
You're the one
who made a mistake, Ock.
283
00:13:58,639 --> 00:14:00,305
You can eat
my wheat cakes,
284
00:14:00,340 --> 00:14:02,340
but no one threatens
my Aunt May!
285
00:14:02,376 --> 00:14:05,277
Web Warriors,
Water Defense Alpha, now!
286
00:14:06,513 --> 00:14:08,262
What foolishness is...
287
00:14:08,263 --> 00:14:10,372
(YELLS)
288
00:14:15,322 --> 00:14:16,588
Great work, everyone.
289
00:14:16,623 --> 00:14:20,225
Wrapped this up just in time
to get our graduation on.
290
00:14:20,260 --> 00:14:21,493
You did it, Spidey.
291
00:14:21,528 --> 00:14:23,495
You stopped
your greatest enemy.
292
00:14:23,530 --> 00:14:25,463
It's finally over.
293
00:14:25,499 --> 00:14:27,432
May is safe
because of you.
294
00:14:27,467 --> 00:14:29,267
That's gotta
feel good, Tiger.
295
00:14:29,303 --> 00:14:31,570
No. She's safe
because of us.
296
00:14:31,605 --> 00:14:33,471
I know each of you
joined this team
297
00:14:33,507 --> 00:14:35,507
because circumstances
forced you to.
298
00:14:35,542 --> 00:14:37,442
But the way we've come
to work together,
299
00:14:37,477 --> 00:14:39,377
I'm proud of you all.
300
00:14:39,413 --> 00:14:41,646
IRON SPIDER: The nerd,
the jock, the cool girl,
301
00:14:41,682 --> 00:14:44,482
the tough guy, and the kid
from another dimension.
302
00:14:44,518 --> 00:14:46,484
This unlikely arrangement
would never have formed
303
00:14:46,520 --> 00:14:48,486
if it weren't for you,
Spider-Man.
304
00:14:48,522 --> 00:14:51,289
You guys were always
gonna be heroes.
305
00:14:51,325 --> 00:14:52,757
I'm just glad I got
to see it happen.
306
00:14:52,793 --> 00:14:55,577
SCARLET SPIDER: All right. All right.
Enough with the emotions already.
307
00:14:55,612 --> 00:14:59,347
Scarlet's right. Let's get this
loser back to a holding cell
308
00:14:59,383 --> 00:15:01,876
before we're late
for our own graduation!
309
00:15:03,654 --> 00:15:05,553
SPIDER-MAN: Take them
to the security floor.
310
00:15:05,589 --> 00:15:07,622
S.H.I.E.L.D.'s got some
nice accommodations ready.
311
00:15:07,658 --> 00:15:09,324
POWER MAN: Spidey!
312
00:15:09,359 --> 00:15:11,259
Just in time, webhead.
313
00:15:11,295 --> 00:15:13,461
Everyone's already arriving
for the graduation.
314
00:15:13,497 --> 00:15:14,529
Everyone?
315
00:15:16,633 --> 00:15:20,468
Whoa. I think we're
gonna need more chairs.
316
00:15:20,504 --> 00:15:23,672
Fury's back? Dr. Strange?
The Avengers?
317
00:15:23,707 --> 00:15:25,573
Well, what did
you expect?
318
00:15:25,609 --> 00:15:28,410
You've helped a lot
of people, Spider-Man.
319
00:15:28,445 --> 00:15:31,413
They just want to say
thank you. We all do.
320
00:15:31,448 --> 00:15:34,482
Without you, I'd still
be a criminal.
321
00:15:34,518 --> 00:15:37,344
Or worse, under Ock's control.
322
00:15:37,345 --> 00:15:40,027
Freeing you, Sandman, is
what anyone would have done.
323
00:15:40,028 --> 00:15:42,490
Nah-uh.
Not anyone, Spidey.
324
00:15:42,526 --> 00:15:44,292
You.
325
00:15:44,328 --> 00:15:46,972
Now go, enjoy your guests.
326
00:15:49,566 --> 00:15:52,942
Mom? Dad?
I'm so happy you came!
327
00:15:54,138 --> 00:15:56,138
Tony Stark?
I might faint.
328
00:15:56,373 --> 00:15:57,862
I'm your biggest fan.
329
00:15:57,863 --> 00:16:00,975
I saw the specs on the Mark 16 armor.
Genius!
330
00:16:01,011 --> 00:16:03,878
You definitely have
good taste, Mr. Cho.
331
00:16:03,913 --> 00:16:06,748
I've seen some
of your designs, too.
332
00:16:06,783 --> 00:16:10,985
Any interest in a position at Stark
Enterprises' Advanced Design Department?
333
00:16:11,021 --> 00:16:13,788
(SIGHS) Definitely
going to faint.
334
00:16:13,823 --> 00:16:16,658
An internship at Stark
is my dream!
335
00:16:16,693 --> 00:16:18,960
"Internship"?
Nice one, kid.
336
00:16:18,995 --> 00:16:20,762
I need you to run it.
337
00:16:20,797 --> 00:16:22,697
Yes.
338
00:16:22,732 --> 00:16:24,766
The ceremony's
gonna start soon.
339
00:16:24,801 --> 00:16:26,706
Shouldn't a certain
aunt be here?
340
00:16:26,707 --> 00:16:29,471
Ant-Man's over there. He can
be hard to spot sometimes.
341
00:16:29,506 --> 00:16:31,439
Different kind
of aunt, genius.
342
00:16:32,342 --> 00:16:33,641
May! Oh!
343
00:16:35,462 --> 00:16:37,329
Does this mean
you've caught him?
344
00:16:37,625 --> 00:16:39,364
Yep. Ock and
all his friends,
345
00:16:39,399 --> 00:16:41,428
the Securely-locked-up Six.
346
00:16:45,338 --> 00:16:48,273
Shame you didn't listen
to me, Spider-Man.
347
00:16:48,308 --> 00:16:51,055
Your aunt could have
been protected.
348
00:16:52,479 --> 00:16:54,245
Don't let him
bother you.
349
00:16:54,281 --> 00:16:56,347
Excuse me.
I've got this.
350
00:16:56,383 --> 00:16:57,515
Knock it off, Ock.
351
00:16:57,551 --> 00:16:59,517
When I first met you,
you scared me.
352
00:16:59,553 --> 00:17:01,486
But I've come a long way
since then.
353
00:17:01,521 --> 00:17:04,255
Instead of hiding,
I hunted you down.
354
00:17:04,291 --> 00:17:05,457
You didn't count
on that, did you?
355
00:17:05,492 --> 00:17:09,194
Oh, that's exactly
what I counted on.
356
00:17:09,229 --> 00:17:12,464
You didn't think my armor was
insulated from electric shock?
357
00:17:18,472 --> 00:17:19,471
May!
358
00:17:22,409 --> 00:17:27,445
Thank you for assembling my superior
Sinister Six for me, Spider-Man.
359
00:17:27,481 --> 00:17:33,418
This was entirely a set-up to bring us
all together inside the Triskelion.
360
00:17:33,453 --> 00:17:36,721
You and your little friends
played your parts perfectly.
361
00:17:36,756 --> 00:17:37,822
(GRUNTING)
362
00:17:37,857 --> 00:17:39,524
Leave her alone!
363
00:17:39,559 --> 00:17:41,592
I've done my research.
364
00:17:41,628 --> 00:17:44,529
I know all about
your Uncle Ben.
365
00:17:44,564 --> 00:17:47,632
May Parker is the only
family you have left,
366
00:17:47,667 --> 00:17:51,602
and I am going to make you
an orphan once and for all.
367
00:17:51,638 --> 00:17:54,405
I warned your nephew
of the consequences.
368
00:17:54,441 --> 00:17:55,955
This is on his head.
369
00:17:55,956 --> 00:17:57,542
- (GASPS)
- Do not worry.
370
00:17:57,577 --> 00:18:00,445
It will hurt him far more
than it hurts you.
371
00:18:00,480 --> 00:18:01,813
Stop! Please!
372
00:18:01,848 --> 00:18:04,549
You had your chance, Parker.
373
00:18:04,584 --> 00:18:06,551
I'll do anything!
374
00:18:06,586 --> 00:18:08,753
(GRUNTS)
375
00:18:09,556 --> 00:18:10,855
Anything?
376
00:18:11,758 --> 00:18:13,691
Hmm...
377
00:18:13,727 --> 00:18:17,628
Aren't you a big believer
in second chances?
378
00:18:17,664 --> 00:18:19,731
Then perhaps
I can give you one.
379
00:18:19,766 --> 00:18:24,502
I spent so much time trying
to replicate your powers,
380
00:18:24,537 --> 00:18:26,604
yet only recently
it occurred to me
381
00:18:26,639 --> 00:18:29,841
that I might be able
to do just the opposite.
382
00:18:29,876 --> 00:18:32,543
Inject yourself
with this serum,
383
00:18:32,579 --> 00:18:34,712
and your powers
will be gone.
384
00:18:34,748 --> 00:18:37,515
You'll go from being
the Ultimate Spider-Man
385
00:18:37,550 --> 00:18:40,418
to regular old
Peter Parker.
386
00:18:40,453 --> 00:18:43,688
Your days playing teenage
hero will be over,
387
00:18:43,723 --> 00:18:46,758
but you will
have saved your aunt.
388
00:18:46,793 --> 00:18:50,728
I'd advise against making
another poor decision.
389
00:18:50,764 --> 00:18:53,598
I've done a lot of good
as Spider-Man.
390
00:18:53,633 --> 00:18:55,433
But I've also made life
more dangerous
391
00:18:55,468 --> 00:18:57,735
for my Aunt May and
everyone else close to me.
392
00:18:57,771 --> 00:19:00,838
How many people have I hurt
by being Spider-Man?
393
00:19:00,874 --> 00:19:04,575
Now Ock and his Sinister Six are
reborn because I let them dupe me,
394
00:19:04,611 --> 00:19:07,512
bringing the bad guys right
to Aunt May and the team.
395
00:19:07,547 --> 00:19:08,746
Oh, this is all my fault.
396
00:19:11,418 --> 00:19:12,850
Don't worry about me, Peter.
397
00:19:12,886 --> 00:19:15,820
The world needs Spider-Man.
Don't do it.
398
00:19:15,855 --> 00:19:18,456
But I do worry about you,
Aunt May.
399
00:19:18,491 --> 00:19:20,458
I've already lost
Uncle Ben.
400
00:19:20,493 --> 00:19:23,694
He said, "With great power
comes great responsibility,"
401
00:19:23,730 --> 00:19:25,797
and here, now,
402
00:19:25,832 --> 00:19:28,733
the responsible thing to do
403
00:19:28,768 --> 00:19:30,668
is to stop
being Spider-Man.
404
00:19:36,543 --> 00:19:38,409
(GROANS)
405
00:19:39,879 --> 00:19:41,646
My powers. I...
406
00:19:41,681 --> 00:19:42,734
I think...
407
00:19:42,734 --> 00:19:43,681
(SIGHS)
408
00:19:43,716 --> 00:19:45,450
I think they're gone.
409
00:19:45,819 --> 00:19:47,618
(GRUNTS)
410
00:19:48,621 --> 00:19:51,522
Yes. It appears they are.
411
00:19:51,558 --> 00:19:53,807
No Spider sense.
412
00:19:53,807 --> 00:19:55,593
(LAUGHS)
413
00:19:55,628 --> 00:19:57,829
(GRUNTING)
414
00:19:57,864 --> 00:20:00,431
Nor Spider strength.
415
00:20:00,467 --> 00:20:02,733
And I will take care
of these.
416
00:20:02,769 --> 00:20:06,838
Spider-Man no more!
417
00:20:06,873 --> 00:20:08,806
(GASPING)
418
00:20:11,945 --> 00:20:14,812
You know I am
a man of my word.
419
00:20:16,616 --> 00:20:17,849
Peter!
420
00:20:20,553 --> 00:20:22,787
The... The joke's
on you, Ock.
421
00:20:22,822 --> 00:20:24,722
You may have de-powered me,
422
00:20:24,757 --> 00:20:28,626
but the greatest assembly of heroes
ever known is right outside.
423
00:20:28,661 --> 00:20:31,002
You picked the wrong day
to do this.
424
00:20:32,532 --> 00:20:34,265
(GRUNTS)
425
00:20:34,301 --> 00:20:38,303
On the contrary. You couldn't
have made this easier for me.
426
00:20:38,738 --> 00:20:42,807
Thank you for gathering all
of my enemies in one place.
427
00:20:49,816 --> 00:20:51,782
(CROWD CHATTERING)
428
00:20:59,959 --> 00:21:01,859
A hard-light shell.
429
00:21:01,895 --> 00:21:04,662
Those plans we found back
in the lab.
430
00:21:04,697 --> 00:21:09,634
Exactly. And yet, you still
never guessed my true plan.
431
00:21:09,669 --> 00:21:13,604
Not only have I invented a completely
impenetrable energy shell,
432
00:21:13,640 --> 00:21:17,289
but that shell
is contracting.
433
00:21:17,289 --> 00:21:21,612
Just like you, the heroes
will finally be crushed.
434
00:21:22,325 --> 00:21:25,571
DR. OCTOPUS: This
is all thanks to you, Parker,
435
00:21:25,585 --> 00:21:30,443
and you are literally
powerless to stop it.
436
00:21:30,904 --> 00:21:34,104
Sync and corrections by masaca
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