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1
00:00:00,200 --> 00:00:02,000
[grunting]
[Peter]You're not Peter Parker!
2
00:00:02,000 --> 00:00:03,790
You're Otto Octavius!
3
00:00:03,790 --> 00:00:06,670
Do the right thing.You can be a good man!
4
00:00:06,670 --> 00:00:08,590
Stop talking!
[grunts]
5
00:00:08,590 --> 00:00:12,590
But you know, deep inside,you can never be me.
6
00:00:12,590 --> 00:00:15,140
You can nevertruly be Spider‐Man!
7
00:00:15,140 --> 00:00:17,850
No. Just the superior one.
8
00:00:17,850 --> 00:00:23,190
Please... don't‐‐Please... don't do this.[static]
9
00:00:23,190 --> 00:00:25,770
Good‐bye.
10
00:00:25,770 --> 00:00:29,230
[both grunting]
11
00:00:29,230 --> 00:00:31,780
Not yet!
[screaming]
12
00:00:31,780 --> 00:00:35,160
[groans]
13
00:00:35,160 --> 00:00:38,160
Don't worry.
I can fix this.
14
00:00:38,160 --> 00:00:40,790
I can fix this.
I can fix this.
15
00:00:40,790 --> 00:00:43,040
That did...[static]
16
00:00:43,040 --> 00:00:44,750
not go how I hoped it would.
17
00:00:44,750 --> 00:00:46,330
Pete!
18
00:00:46,330 --> 00:00:49,880
I didn't think I would ever
hear your voice again!
19
00:00:49,880 --> 00:00:53,170
What?! You just saidyou could [static]fix this.
20
00:00:53,170 --> 00:00:55,970
Well, I hope I can.
'Cause if we can't get
21
00:00:55,970 --> 00:00:58,640
Ock's mind out of your body
and you back into it soon‐‐
22
00:00:58,640 --> 00:01:03,850
Then, like a corrupted file,my consciousness couldbe lost forever.
23
00:01:03,850 --> 00:01:07,100
We have to hurry.
Let's go.
24
00:01:09,270 --> 00:01:11,650
[web shooter deploys]
25
00:01:12,900 --> 00:01:15,450
[monitor beeping]
26
00:01:15,450 --> 00:01:18,240
[growling]
27
00:01:20,700 --> 00:01:25,080
The spider is near!
28
00:01:27,210 --> 00:01:30,170
[grunts]
The spider!
29
00:01:30,170 --> 00:01:31,590
[grunts]
[alarm beeping]
30
00:01:31,590 --> 00:01:35,130
The spider!
31
00:01:35,130 --> 00:01:38,970
[grunts]
The spider...
[beeping intensifies]
32
00:01:38,970 --> 00:01:42,100
will be destroyed
33
00:01:42,100 --> 00:01:43,100
by Venom!
34
00:01:56,950 --> 00:01:59,660
So, what are my [static]chances, Doc?
35
00:01:59,660 --> 00:02:01,530
Uh, they'd be a lot better
36
00:02:01,530 --> 00:02:04,200
if we could get your mind
out of those damaged Ock arms
37
00:02:04,200 --> 00:02:06,160
and back into Horizon's
stable mainframe.
38
00:02:06,160 --> 00:02:11,000
But every time we transfer you,
you degrade more and more,
like a copy of a copy.
39
00:02:11,000 --> 00:02:13,170
Another transfer
could erase you entirely!
40
00:02:13,170 --> 00:02:16,010
[static]We're both science nerds.
41
00:02:16,010 --> 00:02:18,680
[static]I'm sure we cancome up with a plan.
42
00:02:21,220 --> 00:02:24,180
[Otto Octavius, thinking]It was foolish and shortsightedof Peter Parker
43
00:02:24,180 --> 00:02:25,930
to ask me for this body back.
44
00:02:25,930 --> 00:02:28,640
If he was capableof any logic whatsoever,
45
00:02:28,640 --> 00:02:31,520
Parker would recognizethat my accomplishments
46
00:02:31,520 --> 00:02:34,190
are vastly superior to his own.
47
00:02:34,190 --> 00:02:36,230
Yes, that is it.He was acting
48
00:02:36,230 --> 00:02:38,990
only out of emotionrather than reason.
49
00:02:38,990 --> 00:02:42,200
I have no patiencefor anyone so selfishand egocentric
50
00:02:42,200 --> 00:02:45,240
that they're incapableof seeing what is rightin front of them.
51
00:02:45,240 --> 00:02:48,040
Parker! About time.
[gasps]
52
00:02:48,040 --> 00:02:50,120
Heart rate increasing.
53
00:02:50,120 --> 00:02:52,830
What is this effectAnna Maria has on me?
54
00:02:52,830 --> 00:02:56,050
I, um, was examining
the damage outside.
55
00:02:56,050 --> 00:03:00,510
It appears Spider‐Man
showed a rather effective
display of power yesterday.
56
00:03:00,510 --> 00:03:03,300
That's one way to put it.
Here.
57
00:03:03,300 --> 00:03:06,060
We're all doing our part
to clean up from that fight.
58
00:03:06,060 --> 00:03:11,770
Hmm. Your lack of injuries
fills me with comfort.
59
00:03:11,770 --> 00:03:16,360
Are you trying to say
you're glad
I wasn't hurt yesterday?
60
00:03:16,360 --> 00:03:20,200
Yes.
[sheepish chuckle]
Was that not clear?
61
00:03:20,200 --> 00:03:23,740
And where did you go
when that fight started?
You just bolted.
62
00:03:23,740 --> 00:03:28,370
I was the one
who alerted Spider‐Man
about the situation.
63
00:03:28,370 --> 00:03:30,830
I was concerned
for everyone's safety.
64
00:03:30,830 --> 00:03:32,830
Especially yours.
65
00:03:32,830 --> 00:03:34,960
Which is why I made
the proclamation
66
00:03:34,960 --> 00:03:37,340
about your well‐being
moments ago.
67
00:03:37,340 --> 00:03:39,670
Stop talking, Octavius.
68
00:03:39,670 --> 00:03:41,970
Then you saved our lives.
69
00:03:41,970 --> 00:03:45,390
You're my hero,
Peter Parker.
70
00:03:45,390 --> 00:03:48,350
She recognizes my heroism.
71
00:03:49,640 --> 00:03:52,600
And why should she not?As I was saying,
72
00:03:52,600 --> 00:03:56,230
it is clear to anyonewith an intellectthat I am superior‐‐
73
00:03:56,230 --> 00:03:59,480
Cleanup time, tiny tutor!
[yells, grunts]
74
00:03:59,480 --> 00:04:01,650
Hands off, Thompson!
75
00:04:01,650 --> 00:04:03,660
Uhh...
76
00:04:03,660 --> 00:04:05,490
[Flash]
Whoa. I'm just playing around.
77
00:04:05,490 --> 00:04:07,910
Excited you're back
at Midtown, buddy.
78
00:04:07,910 --> 00:04:10,910
But, hey,
have you been lifting,
little guy?
79
00:04:10,910 --> 00:04:14,750
I... apologize.
80
00:04:14,750 --> 00:04:18,590
While I find your masculine
bonding ceremonies barbaric,
81
00:04:18,590 --> 00:04:21,420
I nonetheless have come
to appreciate the sentiment
82
00:04:21,420 --> 00:04:23,380
they brutishly represent.
83
00:04:23,380 --> 00:04:25,760
Hmm?
I mean...
[chuckles]
84
00:04:25,760 --> 00:04:28,390
it is all good, bro.
85
00:04:30,390 --> 00:04:32,480
Wow, Parker.
86
00:04:32,480 --> 00:04:35,270
First Spidey gets all aggro,
and now you?
87
00:04:35,270 --> 00:04:37,270
Maybe there's something
in the air around here.
88
00:04:37,270 --> 00:04:41,110
Well, if "aggro"
is slang talk for "aggressive,"
89
00:04:41,110 --> 00:04:43,320
how is Spider‐Man
behaving as such?
90
00:04:43,320 --> 00:04:47,870
You've seen him on the news.
He's just mean these days.
Way too harsh.
91
00:04:47,870 --> 00:04:50,870
Well, if you were to check
the recent statistics,
92
00:04:50,870 --> 00:04:54,290
his effective rate
of suppressing crime is‐‐
Statistics?
93
00:04:54,290 --> 00:04:58,500
Bro, real life
isn't like math class.
People go with their feelings.
94
00:04:58,500 --> 00:05:01,300
And Spidey doesn't feel
like a hero to me anymore.
95
00:05:01,300 --> 00:05:03,220
Hmm.
96
00:05:04,340 --> 00:05:06,010
[Venom growls]
97
00:05:06,010 --> 00:05:09,180
Horizon close.
98
00:05:09,180 --> 00:05:12,310
I know you, Spider‐Man.
99
00:05:12,310 --> 00:05:16,270
I know the places you go.
100
00:05:16,270 --> 00:05:19,860
And I'm coming for you.
[snarls]
101
00:05:19,860 --> 00:05:24,360
I'm trying to apply different
software recovery patches,
but nothing's loading.
102
00:05:24,360 --> 00:05:28,200
Wait. Wh‐What aboutthe Neuro‐Cortex base code?
103
00:05:28,200 --> 00:05:30,330
Could that actas a degradation shield?
104
00:05:30,330 --> 00:05:32,080
Aw, Peter,
you're a genius!
105
00:05:32,080 --> 00:05:34,040
Well, I don't knowabout that.
106
00:05:34,040 --> 00:05:36,370
But I am a Horizon Highstudent, after all.
107
00:05:36,370 --> 00:05:39,330
Oh. About that.
[thunderous thud]
108
00:05:39,330 --> 00:05:41,500
[students screaming]
Aw, what now?!
109
00:05:41,500 --> 00:05:43,920
Miles, mask on.
110
00:05:43,920 --> 00:05:45,590
People could be in danger.
111
00:05:45,590 --> 00:05:49,220
[clamoring]
Spider‐Man!
112
00:05:49,220 --> 00:05:53,140
Where is Spider‐Man?
113
00:05:53,140 --> 00:05:55,430
Intruder! Intruder!
[roars]
114
00:05:59,230 --> 00:06:01,570
Where is Spider‐Man?
115
00:06:01,570 --> 00:06:04,530
Looking for Spider‐Man?
[yells]
116
00:06:04,530 --> 00:06:06,530
You found one!
117
00:06:06,530 --> 00:06:08,110
[grunting]
118
00:06:08,110 --> 00:06:09,450
[grunts]
119
00:06:09,450 --> 00:06:13,580
You are not
the Spider‐Man I want!
120
00:06:13,580 --> 00:06:16,870
Well, you're not my favorite
super‐villain either!
121
00:06:16,870 --> 00:06:20,330
So I guess neither of us
is getting their first choice!
[grunts]
122
00:06:20,330 --> 00:06:24,250
[grunts]
What? There's no host in there?
123
00:06:24,250 --> 00:06:28,300
They experiment, I evolve.
124
00:06:28,300 --> 00:06:33,350
Nothing will stop me
from crushing Spider‐Man!
[grunts]
125
00:06:35,930 --> 00:06:37,560
[grunts]
126
00:06:37,560 --> 00:06:39,940
And I thought Venom
was terrible with a host.
127
00:06:39,940 --> 00:06:42,020
[grunts]
128
00:06:42,020 --> 00:06:44,520
[groans]
129
00:06:45,730 --> 00:06:47,400
Huh? Hmm?
130
00:06:47,400 --> 00:06:49,450
This is an evacuation!
131
00:06:49,450 --> 00:06:51,530
Drop that stuff and go!
[clatters]
132
00:06:51,530 --> 00:06:54,330
How am I supposed to learn
in this school?!
133
00:06:54,330 --> 00:06:56,580
[laughing]
134
00:06:56,580 --> 00:06:58,080
You!
135
00:06:58,080 --> 00:07:02,500
Max Modell,
you tested on me.
136
00:07:02,500 --> 00:07:04,380
Experimented.
137
00:07:04,380 --> 00:07:06,590
I didn't know
you were a life‐form.
138
00:07:06,590 --> 00:07:09,970
Excuses, excuses.
139
00:07:09,970 --> 00:07:14,800
I will repay in kind.
Dissect you!
140
00:07:14,800 --> 00:07:16,560
I'm not afraid of you.
141
00:07:16,560 --> 00:07:19,640
Do what you want to me,
but leave my students alone.
142
00:07:19,640 --> 00:07:22,270
[roars]
Liar!
143
00:07:22,270 --> 00:07:26,480
You are afraid.
144
00:07:26,480 --> 00:07:29,070
But you're lucky.
145
00:07:29,070 --> 00:07:33,030
There's something
I want more.
146
00:07:33,030 --> 00:07:35,580
Where is the spider?
[whimpering]
147
00:07:35,580 --> 00:07:37,370
[grunts]
I don't know!
148
00:07:37,370 --> 00:07:40,290
And I wouldn't tell you
if I did!
149
00:07:40,290 --> 00:07:42,460
No need to tell.
150
00:07:42,460 --> 00:07:45,630
There are other ways
of knowing.
151
00:07:45,630 --> 00:07:47,880
[Max yells]
152
00:07:47,880 --> 00:07:52,430
But your tuition payment is,
at this point,
unacceptably overdue.
153
00:07:52,430 --> 00:07:54,640
The point is, that Horizon
should be paying me
154
00:07:54,640 --> 00:07:58,010
for the prestige
my presence
brings to this place.
155
00:07:58,010 --> 00:08:03,400
Any school I attend
will be the superior school
for having me in it.
156
00:08:03,400 --> 00:08:05,560
I quit!
157
00:08:05,560 --> 00:08:08,610
[groaning]
158
00:08:09,860 --> 00:08:12,570
Tasty thoughts.
159
00:08:12,570 --> 00:08:15,820
I learned all I need to know.
160
00:08:15,820 --> 00:08:18,280
He's not here,
161
00:08:18,280 --> 00:08:21,960
but I know where he is.
162
00:08:21,960 --> 00:08:26,170
[Peter]Why does the silenceworry me more than the noise?
163
00:08:26,170 --> 00:08:27,960
Miles! What happened?
164
00:08:27,960 --> 00:08:30,260
[groans]
Venom happened.
165
00:08:30,260 --> 00:08:33,590
But different.
He doesn't have a host.
166
00:08:33,590 --> 00:08:35,970
Venom? Without a host?
167
00:08:35,970 --> 00:08:39,140
I need to call for help.Where's your phone?
168
00:08:40,180 --> 00:08:41,930
I need an am‐ambulance
169
00:08:41,930 --> 00:08:43,520
to Horizon High.
170
00:08:43,520 --> 00:08:45,020
My friend is hurt.
171
00:08:45,020 --> 00:08:46,860
You need to ch‐change
172
00:08:46,860 --> 00:08:49,110
[grunts]
before your identity's blown.
173
00:08:51,650 --> 00:08:53,400
[Anna Maria]
Whoa, slugger.
174
00:08:53,400 --> 00:08:56,570
Are you sweeping
or whipping up a dust devil?
175
00:08:56,570 --> 00:09:00,120
My apologies.
I sweep as I do all things‐‐
176
00:09:00,120 --> 00:09:02,410
with great intensity.
177
00:09:02,410 --> 00:09:04,910
[chuckles]
Yeah, I'm getting that.
178
00:09:04,910 --> 00:09:07,670
But sometimes
subtlety is better.
179
00:09:10,500 --> 00:09:12,170
Ta‐da!
180
00:09:12,170 --> 00:09:14,050
Anna Maria,
181
00:09:14,050 --> 00:09:18,340
I'm not always good
at communicating with others,
182
00:09:18,340 --> 00:09:20,600
but I would like
to pay you a compliment.
183
00:09:20,600 --> 00:09:24,770
Okay. Just don't do it
with too much intensity.
184
00:09:24,770 --> 00:09:28,310
Even when logic
would dictate otherwise,
185
00:09:28,310 --> 00:09:31,520
I admire the way
you acknowledge no obstacles.
186
00:09:31,520 --> 00:09:33,690
A damaged auditorium
does not prevent you
187
00:09:33,690 --> 00:09:36,740
from pursuing your goal
of bettering Midtown High.
188
00:09:36,740 --> 00:09:38,820
Yeah, well, growing up,
189
00:09:38,820 --> 00:09:43,540
people always underestimated me
because of my size,
so I had a choice.
190
00:09:43,540 --> 00:09:47,750
I could accept those limitations
or I could overcome them.
191
00:09:47,750 --> 00:09:50,380
Is something wrong, Peter?
192
00:09:50,380 --> 00:09:54,210
I was also treated
as an outsider growing up,
193
00:09:54,210 --> 00:09:57,340
but I dealt with it...
differently.
194
00:09:57,340 --> 00:10:01,720
I reasoned it was safer
to just detach myself
from humanity,
195
00:10:01,720 --> 00:10:04,350
be above all others.
[chuckles]
196
00:10:04,350 --> 00:10:06,390
You reasoned that?
197
00:10:06,390 --> 00:10:08,810
But how did doing that
make you feel?
198
00:10:08,810 --> 00:10:12,480
I experienced
blessed isolation.
199
00:10:12,480 --> 00:10:15,650
Time to myself,
my thoughts...
200
00:10:15,650 --> 00:10:19,820
But also... I felt alone.
201
00:10:19,820 --> 00:10:23,080
I never really had friends.
202
00:10:23,080 --> 00:10:25,700
Well, you do now.
203
00:10:25,700 --> 00:10:29,790
[phone vibrating]
Uh, pardon me, Anna Maria.
204
00:10:29,790 --> 00:10:33,210
Do not waste my time
further, Morales.
205
00:10:33,210 --> 00:10:36,760
[Peter]It's not [static] Miles.It's [static] Pete.
206
00:10:36,760 --> 00:10:37,840
Peter Parker?!
207
00:10:37,840 --> 00:10:39,840
Venom is loose.
208
00:10:39,840 --> 00:10:42,970
He's looking [static]for Spider‐Man.
209
00:10:42,970 --> 00:10:45,140
He hit Horizon.
210
00:10:45,140 --> 00:10:47,430
I'm b‐betting he's headedfor Midtown now.
211
00:10:47,430 --> 00:10:51,900
Huh! That overhyped
alien ooze?
212
00:10:51,900 --> 00:10:55,020
I will clean up
another one of your messes.
213
00:10:55,020 --> 00:10:58,440
Think of it
as my parting gift to you.
214
00:10:58,440 --> 00:11:02,320
You don't [static]understand how dangerous he is.
215
00:11:02,320 --> 00:11:04,830
You should evacuatethe s‐school.
216
00:11:04,830 --> 00:11:06,830
He'll preyon your weaknesses.
217
00:11:06,830 --> 00:11:08,160
[scoffs]
218
00:11:08,160 --> 00:11:10,920
I do not have any weaknesses.
219
00:11:10,920 --> 00:11:13,750
I will be waiting for him.
220
00:11:18,300 --> 00:11:19,880
[grunts]
221
00:11:19,880 --> 00:11:22,760
Where is Spider‐Man?!
222
00:11:22,760 --> 00:11:25,180
[students clamoring]
223
00:11:25,180 --> 00:11:27,310
[grunts]
[yells]
224
00:11:27,310 --> 00:11:29,390
I am here, monstrosity!
[grunts]
225
00:11:29,390 --> 00:11:31,600
[grunts]
226
00:11:33,230 --> 00:11:36,520
Robots don't impress me.
227
00:11:38,650 --> 00:11:44,160
Do you believe my intentions
are to impress sentient ooze?
[yells]
228
00:11:44,160 --> 00:11:46,160
[grunts]
229
00:11:46,160 --> 00:11:50,710
The day has finally come,
Spider.
230
00:11:50,710 --> 00:11:52,830
Venom will destroy you!
231
00:11:52,830 --> 00:11:56,590
Speaking in third person
to sound more intimidating?
232
00:11:56,590 --> 00:11:58,880
Ha! I invented that.
233
00:11:59,880 --> 00:12:03,260
[Venom grunting]
234
00:12:03,260 --> 00:12:04,470
Aah!
235
00:12:04,470 --> 00:12:05,720
[Anna Maria]
Good work, team.
236
00:12:05,720 --> 00:12:07,180
We cleaned up
in a single morning.
237
00:12:07,180 --> 00:12:10,100
This is proof that no one,
not even super‐villains,
238
00:12:10,100 --> 00:12:12,020
can derail us from‐‐ Huh?
[crash]
239
00:12:12,020 --> 00:12:14,650
[grunts, yells]
240
00:12:14,650 --> 00:12:17,110
[grunts]
Oh, come on!
241
00:12:17,110 --> 00:12:20,530
[yells]
[grunts]
242
00:12:20,530 --> 00:12:22,950
Get these students
out of here! Aah!
243
00:12:22,950 --> 00:12:25,820
You heard the web‐head. Go!
[gasps]
244
00:12:25,820 --> 00:12:27,660
[whimpering]
245
00:12:27,660 --> 00:12:29,910
No. Not again.
246
00:12:29,910 --> 00:12:31,830
We gotta go, Thompson!
247
00:12:31,830 --> 00:12:34,290
[sniffing]
[straining]
248
00:12:34,290 --> 00:12:36,000
Ahh.
249
00:12:36,000 --> 00:12:39,750
I'd know the smell
of that fear anywhere.
250
00:12:39,750 --> 00:12:42,760
Flash Thompson.
251
00:12:42,760 --> 00:12:45,720
You'll be next.
252
00:12:49,510 --> 00:12:51,060
[grunts]
253
00:12:58,480 --> 00:13:00,980
Ride the lightning, creep!
254
00:13:00,980 --> 00:13:03,820
[screams]
255
00:13:03,820 --> 00:13:07,450
There's more
where that came from,
you literal slimeball!
256
00:13:07,450 --> 00:13:09,450
Aah!
Aah!
257
00:13:09,450 --> 00:13:11,450
Oh, no, no, no, no, no!
258
00:13:11,450 --> 00:13:13,000
Spidey, help!
259
00:13:13,000 --> 00:13:16,170
Anna Maria! Flash!
[grunts]
260
00:13:17,210 --> 00:13:18,380
[grunts]
261
00:13:18,380 --> 00:13:22,050
Let them go!
[grunting]
262
00:13:22,050 --> 00:13:25,930
[Venom]
Such emotion.
Friends of yours?
263
00:13:25,930 --> 00:13:29,260
Give yourself to me, Spider,
264
00:13:29,260 --> 00:13:33,430
or I will end these two!
[gasps]
265
00:13:33,430 --> 00:13:35,730
These feelings...
266
00:13:35,730 --> 00:13:39,020
It is as if their livesare more important than my own.
267
00:13:39,020 --> 00:13:41,020
But that would defy logic,
268
00:13:41,020 --> 00:13:44,740
for I, above all,am superior.
269
00:13:44,740 --> 00:13:49,490
Yes, make the right choice.
Come to me.
270
00:13:49,490 --> 00:13:51,490
Ugh!
271
00:13:51,490 --> 00:13:55,080
A trick!
You're not him! Liar!
Aah!
272
00:13:55,080 --> 00:13:57,500
Your friends will be destroyed!
273
00:14:00,080 --> 00:14:02,960
Bring me the real
Spider‐Man now!
274
00:14:02,960 --> 00:14:06,670
I am the real Spider‐Man!
[grunts]
275
00:14:06,670 --> 00:14:09,050
I bonded with the spider!
[yells]
276
00:14:09,050 --> 00:14:12,180
[straining]
If you will not
bring me the real spider,
277
00:14:12,180 --> 00:14:14,390
you are useless to me!
278
00:14:14,390 --> 00:14:18,020
He is right.
I am useless and a failure.
279
00:14:18,020 --> 00:14:21,810
Because of me, the only friends
I have ever known will perish.
280
00:14:21,810 --> 00:14:24,530
It looks like somebodyneeds a hug.[grunts]
281
00:14:24,530 --> 00:14:27,860
Ock, I don't havemuch time left,
[straining]
282
00:14:27,860 --> 00:14:31,410
but I'll give youeverything I've got.
[screaming]
283
00:14:33,450 --> 00:14:35,370
[grunts]
284
00:14:35,370 --> 00:14:38,000
[both groaning]
285
00:14:38,000 --> 00:14:40,920
Another robot toy!
286
00:14:40,920 --> 00:14:41,960
Enough!
287
00:14:47,130 --> 00:14:50,720
[static]Ock! What are you doing?Get back out there!
288
00:14:50,720 --> 00:14:52,970
I'm not going back.
What?
289
00:14:52,970 --> 00:14:55,390
You can't leavethose people to Venom.
290
00:14:55,390 --> 00:14:59,230
You've lived my memories.You know Uncle Benwould never want that.
291
00:14:59,230 --> 00:15:03,020
I know what Ben would want.
I'm not going back out there.
292
00:15:03,020 --> 00:15:05,150
You are.
[beeps]
293
00:15:10,860 --> 00:15:14,080
So, here we are,
in the moment of transfer.
294
00:15:14,080 --> 00:15:16,240
A microsecond of time.
295
00:15:16,240 --> 00:15:19,250
You made it
pretty clear yesterday
you would never do this.
296
00:15:19,250 --> 00:15:21,040
Why give me
my body back now?
297
00:15:21,040 --> 00:15:25,040
I‐‐ I failed, Parker.
298
00:15:25,040 --> 00:15:28,550
And because of that,
good people are about
to lose their lives.
299
00:15:28,550 --> 00:15:32,260
I thought more technology,
more reason, more logistics
300
00:15:32,260 --> 00:15:34,930
would make me a better hero
than you ever were.
301
00:15:34,930 --> 00:15:37,310
Maybe it has.
302
00:15:37,310 --> 00:15:41,060
No. Seeing you
show up just now,
303
00:15:41,060 --> 00:15:45,110
willing to use
the last few minutes
of your life to save mine,
304
00:15:45,110 --> 00:15:48,530
save the man who took
everything from you‐‐
305
00:15:48,530 --> 00:15:51,530
That is illogical,
preposterous,
306
00:15:51,530 --> 00:15:54,370
and completely heroic
307
00:15:54,370 --> 00:15:56,990
in a way I realize
I never could be.
308
00:15:58,080 --> 00:16:00,040
I have been a fool.
309
00:16:00,040 --> 00:16:05,170
You, Peter Parker,
were always
the Superior Spider‐Man.
310
00:16:05,170 --> 00:16:10,460
But, Ock,
the circuits in the arms‐‐
they're degrading quickly.
311
00:16:10,460 --> 00:16:13,840
You're swapping your mind
into a place that can't
keep it alive for long.
312
00:16:13,840 --> 00:16:15,970
I am well aware.
313
00:16:15,970 --> 00:16:18,220
But I have the power
to do this,
314
00:16:18,220 --> 00:16:21,390
so I have the responsibility
to do it too.
315
00:16:21,390 --> 00:16:24,730
I only ask that you save
Anna Maria and Flash.
316
00:16:24,730 --> 00:16:27,650
That will make
this decision worth it.
317
00:16:30,690 --> 00:16:34,950
[muffled grunting]
Show yourself,
or it's over for this one!
318
00:16:34,950 --> 00:16:36,120
[both grunt]
319
00:16:36,120 --> 00:16:38,160
[grunts]
Whoa!
320
00:16:38,160 --> 00:16:40,160
I forgot how bad
you smell up close.
321
00:16:40,160 --> 00:16:42,290
I bet when you chop onions,
you make them cry.
322
00:16:42,290 --> 00:16:45,000
Silence, fraud!
323
00:16:45,000 --> 00:16:47,040
[grunting]
"Fraud"? You mean
you don't recognize
324
00:16:47,040 --> 00:16:50,130
your friendly, neighborhood me?
[grunting]
325
00:16:50,130 --> 00:16:51,300
[yells]
326
00:16:52,300 --> 00:16:55,050
[grunts]
[growls]
327
00:16:55,050 --> 00:16:58,640
What‐‐ S‐Spider‐Man,
you saved me.
328
00:16:58,640 --> 00:17:00,850
Flash, get to safety.
329
00:17:00,850 --> 00:17:04,190
I'll get your friend
out of the clutches
of ol' Gooey McGoo‐Face here.
330
00:17:04,190 --> 00:17:07,020
Quips? Jokes?
[grunts]
331
00:17:07,020 --> 00:17:09,110
Perhaps...
332
00:17:09,110 --> 00:17:12,320
Ugh!
[grunting]
333
00:17:12,320 --> 00:17:14,820
That is a pretty gross
ID check you got.
334
00:17:14,820 --> 00:17:17,160
Maybe next time,
I can just show you my bus pass?
335
00:17:17,160 --> 00:17:22,040
It is you,
the real Spider‐Man,
336
00:17:22,040 --> 00:17:24,410
Peter Parker!
Hmm?
337
00:17:25,830 --> 00:17:28,580
[both grunting]
338
00:17:28,580 --> 00:17:30,920
Spidey, electrical shock!
339
00:17:30,920 --> 00:17:32,960
It was working earlier! Try...
340
00:17:32,960 --> 00:17:35,630
Who am I to ignore good advice?
[grunts]
341
00:17:35,630 --> 00:17:38,090
Power line, meet Venom.
Venom, power line!
342
00:17:38,090 --> 00:17:39,930
[screaming]
343
00:17:41,010 --> 00:17:43,100
[sighs]
Not enough juice.
344
00:17:43,100 --> 00:17:45,690
It's too easy for him
to get away from it!
345
00:17:45,690 --> 00:17:48,650
We were once bonded,
paired,
346
00:17:48,650 --> 00:17:50,270
and you rejected me!
347
00:17:50,270 --> 00:17:52,900
Is that what
this whole thing is about?
348
00:17:52,900 --> 00:17:55,570
Bonding to Eddie Brock?
Stalking me?
349
00:17:55,570 --> 00:17:58,110
All because I didn't
want to be your anger puppet?
350
00:17:58,110 --> 00:17:59,910
[growls]
351
00:17:59,910 --> 00:18:03,370
Together, you and I
could be so much,
352
00:18:03,370 --> 00:18:05,330
rule so much!
353
00:18:05,330 --> 00:18:07,750
We would be superior!
354
00:18:07,750 --> 00:18:10,710
Where have I heard
that line before?
355
00:18:10,710 --> 00:18:13,250
But if bonding with you
stops all this,
356
00:18:13,250 --> 00:18:15,130
then I guess
I have no choice.
357
00:18:15,130 --> 00:18:19,510
[growls]
You would be my host?
358
00:18:19,510 --> 00:18:22,140
If it'll save lives,
then yes.
359
00:18:22,140 --> 00:18:25,730
Besides, it might overload
my expectations.
360
00:18:25,730 --> 00:18:28,100
[growls]
361
00:18:28,100 --> 00:18:32,230
This is what I desire!
362
00:18:32,230 --> 00:18:35,280
We will be one!
363
00:18:35,280 --> 00:18:37,400
[roars]
364
00:18:37,400 --> 00:18:42,030
Spidey, one overload, coming up!
[grunts]
365
00:18:42,030 --> 00:18:44,910
Huh? What?
366
00:18:46,120 --> 00:18:47,750
[roaring]
367
00:18:49,670 --> 00:18:52,210
What is this?
368
00:18:52,210 --> 00:18:54,250
I will‐‐
[yells]
369
00:18:57,920 --> 00:18:59,510
Spidey!
370
00:18:59,510 --> 00:19:04,220
[groans]
I hate being the bait.
371
00:19:04,220 --> 00:19:06,640
But, hey, I've had
more disgusting wins.
372
00:19:06,640 --> 00:19:08,600
Actually, no.
373
00:19:08,600 --> 00:19:10,520
That was amazing.
374
00:19:10,520 --> 00:19:13,110
Oh, thank you, miss.
375
00:19:13,110 --> 00:19:15,440
Uh, I don't think
we've been introduced.
376
00:19:15,440 --> 00:19:19,360
No need to pretend, Peter.
I heard. I know it's you.
377
00:19:19,360 --> 00:19:24,200
Oh, uh, look, I know
this is going to sound strange.
378
00:19:24,200 --> 00:19:27,290
I am Peter Parker,
379
00:19:27,290 --> 00:19:29,580
but you and I
have never met.
380
00:19:30,830 --> 00:19:33,830
Ock, I brought
your friend.
381
00:19:33,830 --> 00:19:35,840
She's safe.
Flash too.
382
00:19:35,840 --> 00:19:39,090
[static]Thank you, Spider‐Man.
383
00:19:40,130 --> 00:19:43,140
Peter, is that you in there?
384
00:19:43,140 --> 00:19:48,220
My real name is Otto,but yes, [static]it is me.
385
00:19:48,220 --> 00:19:51,190
I am sorry I deceived you.
386
00:19:51,190 --> 00:19:52,980
It is too late for me,
387
00:19:52,980 --> 00:19:56,320
but [static]your lack of injuriesgive me comfort‐‐
388
00:19:56,320 --> 00:20:00,280
I mean, I am gladyou were not hurt.
389
00:20:01,490 --> 00:20:03,360
Good‐bye, my friend.
390
00:20:03,360 --> 00:20:07,280
And good‐bye,[distorted]Spider‐M‐‐
391
00:20:07,280 --> 00:20:10,330
[crying softly]
Can't you do anything?
392
00:20:10,330 --> 00:20:14,380
Not without a body to‐‐
Wait!
393
00:20:14,380 --> 00:20:16,420
There still might be time!
394
00:20:22,090 --> 00:20:25,180
Who is this?
Otto Octavius,
395
00:20:25,180 --> 00:20:27,260
the man who saved your life.
396
00:20:27,260 --> 00:20:29,270
This is his former body.
397
00:20:29,270 --> 00:20:32,310
And if we're lucky,
his future one.
398
00:20:37,940 --> 00:20:42,150
Did it work?
[monitor beeping]
399
00:20:42,150 --> 00:20:44,780
[beeping intensifies]
[Spider‐Man]
Increased brain activity.
400
00:20:44,780 --> 00:20:49,790
He's still in a coma,
but... I think his mind
is back where it should be.
401
00:20:49,790 --> 00:20:53,290
Everything you told me‐‐
it's nearly impossible
to believe.
402
00:20:53,290 --> 00:20:56,330
But one thing's for certain:
the Peter Parker I met,
403
00:20:56,330 --> 00:21:00,000
the man now in this body‐‐
he was a hero.
404
00:21:02,010 --> 00:21:04,220
[Miles moaning]
405
00:21:05,260 --> 00:21:08,260
Miles! You're awake!
How are you?
406
00:21:08,260 --> 00:21:12,390
What do you care... Ock?
407
00:21:12,390 --> 00:21:15,390
Uh‐uh. Guess again.
408
00:21:15,390 --> 00:21:18,650
Peter?! No! No way!
409
00:21:18,650 --> 00:21:22,230
[in robotic voice]
Would you like to see me
dance the robot?
410
00:21:22,230 --> 00:21:25,450
Huh. I never thought
I would enjoy seeing that.
411
00:21:27,070 --> 00:21:30,620
Hello again, New York!
Spider‐Man is back!
412
00:21:30,620 --> 00:21:31,620
Whoo‐hoo!
30892
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