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1
00:00:00,400 --> 00:00:02,835
??
2
00:00:04,771 --> 00:00:06,838
The Oscorp tower,
3
00:00:06,873 --> 00:00:09,975
one of the most recognizable
buildings in the city.
4
00:00:10,010 --> 00:00:13,078
Too bad people don't know
what's really going on inside.
5
00:00:13,113 --> 00:00:17,315
Still can't believe
Norman framed Otto for that Lizard attack on the city
6
00:00:17,350 --> 00:00:19,017
only to hire him as a teacher
at Oz Academy.
7
00:00:19,052 --> 00:00:20,585
Eh, who am I kidding?
8
00:00:20,620 --> 00:00:23,855
That's exactly what'd I expect
from Norman Osborn.
9
00:00:23,890 --> 00:00:27,492
Hmm. Specially tinted windows.
10
00:00:27,527 --> 00:00:31,063
Nice try, Norman,
but I can see right through them.
11
00:00:34,734 --> 00:00:36,701
[keyboard clacking]
12
00:00:36,736 --> 00:00:39,237
Just like I can see
right through you.
13
00:00:39,272 --> 00:00:41,239
You might pretend to be
pro-Spidey in public,
14
00:00:41,274 --> 00:00:43,542
but in reality,
you've told me my days are numbered.
15
00:00:43,577 --> 00:00:46,845
So I'm here to find out
what you've got in store for me.
16
00:00:46,880 --> 00:00:50,015
Osborn,
I've come for you!
17
00:00:50,050 --> 00:00:52,350
[Norman]
Spencer Smythe.
18
00:00:52,385 --> 00:00:54,586
It's about time
you returned my slayer.
19
00:00:54,621 --> 00:00:56,588
I had every right to keep it.
20
00:00:56,623 --> 00:00:59,291
You didn't deliveryour end of the bargain.
21
00:00:59,326 --> 00:01:01,693
Didn't give mea faculty positionat Oz Academy
22
00:01:01,728 --> 00:01:05,197
after I framed your sonfor sabotage like you asked.
23
00:01:05,232 --> 00:01:07,732
What?
24
00:01:07,767 --> 00:01:11,570
Was Norman the one
who got Harry kicked out of Horizon High?
25
00:01:11,605 --> 00:01:14,706
But why? Looks like no one's
safe from that maniac.
26
00:01:14,741 --> 00:01:16,641
Not even his own son.
27
00:01:16,676 --> 00:01:18,810
But if I'm going
to take Osborn down,
28
00:01:18,845 --> 00:01:20,946
I'll need someone
on the inside.
29
00:01:20,981 --> 00:01:23,415
And if Harry
knows the truth,
30
00:01:23,450 --> 00:01:25,451
maybe he'll be
willing to help.
31
00:01:26,853 --> 00:01:29,088
Have to get my hands
on that footage.
32
00:01:30,857 --> 00:01:33,658
Great!
There's the old Parker luck for ya.
33
00:01:33,693 --> 00:01:37,262
[sighs] But there
has to be a main server the footage was uploaded to.
34
00:01:37,297 --> 00:01:39,564
And since Harry
knows this building better than anyone,
35
00:01:39,599 --> 00:01:42,167
might as well enlist
his services immediately.
36
00:01:44,804 --> 00:01:48,773
Besides, I think Harry's
starting to warm up to sweet old Spidey.
37
00:01:48,808 --> 00:01:51,176
[button clicks]
38
00:01:53,046 --> 00:01:57,649
Spider-Man? What you're doing
is called trespassing.
39
00:01:57,684 --> 00:02:01,153
And what I'm doing is called
activating security.
40
00:02:01,188 --> 00:02:03,889
So much for
my positive outlook!
41
00:02:15,135 --> 00:02:17,336
[automated voice]Intruder targeted.
42
00:02:19,839 --> 00:02:21,073
[grunts]
43
00:02:23,643 --> 00:02:25,844
Picking up too much velocity.
44
00:02:25,879 --> 00:02:28,981
Activate Web Wings.
45
00:02:34,521 --> 00:02:37,155
I'm hit! I'm hit! I'm--
46
00:02:37,190 --> 00:02:39,758
[groans]
Who am I talking to?
47
00:02:43,363 --> 00:02:47,566
[grunts]
Whoa! Like a carnival ride.
48
00:02:47,601 --> 00:02:49,634
[grunts]
Excellent aim!
49
00:02:49,669 --> 00:02:52,871
You win a series of official
Spider-Man web balls.
50
00:02:54,007 --> 00:02:55,740
One more shot,
and you can go home
51
00:02:55,775 --> 00:02:58,043
with this gorgeous
life-sized Spider-Man.
52
00:03:00,447 --> 00:03:02,747
I know, I know.
I wouldn't have been able to resist either.
53
00:03:02,782 --> 00:03:05,650
[web shooter deploys]
54
00:03:05,685 --> 00:03:08,853
I keep underestimating
how much Harry dislikes Spider-Man.
55
00:03:08,888 --> 00:03:11,223
[phone beeping]
56
00:03:11,258 --> 00:03:13,825
Good thing he wants
to meet me as Peter for breakfast.
57
00:03:13,860 --> 00:03:18,830
The request I need to make
is better off coming from...
58
00:03:18,865 --> 00:03:20,865
his best friend.
59
00:03:20,900 --> 00:03:22,901
?? [pop]
[patrons chattering]
60
00:03:25,772 --> 00:03:27,772
Harry, if I had a secret,
61
00:03:27,807 --> 00:03:30,775
but I knew it would
really upset you, would you still wanna hear it?
62
00:03:30,810 --> 00:03:33,011
Absolutely.
We're best friends.
63
00:03:33,046 --> 00:03:35,013
There should be
no secrets between us.
64
00:03:35,048 --> 00:03:37,849
Yeah. Uh...
65
00:03:37,884 --> 00:03:41,753
Well, what if I told you
your dad couldn't be trusted?
66
00:03:41,788 --> 00:03:43,922
Why would you say that?
67
00:03:43,957 --> 00:03:47,459
Because I believe he's trying
to destroy Spider-Man.
68
00:03:48,495 --> 00:03:50,729
So? Spider-Man's a menace.
69
00:03:50,764 --> 00:03:53,365
Just this morning,
I found him lurking around my-- Harry!
70
00:03:53,400 --> 00:03:56,534
You can't mean that.
He is a human being.
71
00:03:56,569 --> 00:03:59,904
And if your dad is involved
in something that diabolical,
72
00:03:59,939 --> 00:04:01,906
then who knows
what he's capable of?
73
00:04:01,941 --> 00:04:03,475
What are you getting at?
74
00:04:03,510 --> 00:04:06,811
Harry...
I think it was your dad
75
00:04:06,846 --> 00:04:09,814
who framed you
and got you kicked out of Horizon High.
76
00:04:09,849 --> 00:04:13,752
What? That's ridiculous!
Why would he do that? What proof do you have?
77
00:04:13,787 --> 00:04:15,987
I... don't.
78
00:04:16,022 --> 00:04:17,789
Just yet.
79
00:04:17,824 --> 00:04:19,924
But the answers
lie somewhere in Oscorp,
80
00:04:19,959 --> 00:04:23,395
and I-- I want you
to help me find them.
81
00:04:23,430 --> 00:04:26,798
You mean spy? No.
82
00:04:26,833 --> 00:04:29,267
'Cause I got news for you.
There's nothing to see.
83
00:04:29,302 --> 00:04:32,270
People aren't always
who they seem to be, Harry.
84
00:04:32,305 --> 00:04:35,340
Well, my dad is,
and I'll prove it to you.
85
00:04:35,375 --> 00:04:37,776
How?
I-I don't know how. I'll...
86
00:04:39,646 --> 00:04:41,780
Look, you have the week
off from school
87
00:04:41,815 --> 00:04:44,616
while they fix the damage
the Lizard caused to Horizon, right?
88
00:04:44,651 --> 00:04:47,852
Well, come spend a day
at Oz Academy with me.
89
00:04:47,887 --> 00:04:50,489
A day at Oz Academy, huh?
90
00:04:53,827 --> 00:04:57,829
[thinking]
Maybe this was a bad idea.
91
00:04:57,864 --> 00:04:59,998
Adrian Toomes.
92
00:05:00,033 --> 00:05:02,834
Alistair Smythe.
[no audible dialogue]
93
00:05:02,869 --> 00:05:04,503
Norman Osborn.
94
00:05:06,740 --> 00:05:10,542
Wow. Talk about
a Spider-Man nightmare.
95
00:05:10,577 --> 00:05:12,377
Sorry. What was that?
Nothing.
96
00:05:12,412 --> 00:05:14,879
I just...
need a drink of water.
97
00:05:14,914 --> 00:05:17,716
Okay, but hurry up.
We don't wanna be late for mechanical engineering.
98
00:05:18,752 --> 00:05:21,353
Parker!
Uhh...
99
00:05:21,388 --> 00:05:23,988
You're late.
And I will not--
100
00:05:24,023 --> 00:05:25,790
Wait. You don't go
to this school.
101
00:05:25,825 --> 00:05:29,694
Dr. Octavius!
Uh, no. No. I'm visiting for the day.
102
00:05:29,729 --> 00:05:32,297
And technically, I'm not late,
because the bell hasn't rung yet.
103
00:05:32,332 --> 00:05:33,798
[bell ringing]
Ha!
104
00:05:33,833 --> 00:05:37,102
Now you are late.
Go take a seat.
105
00:05:40,907 --> 00:05:43,742
Pete, this is
Ollie Osnick.
106
00:05:43,777 --> 00:05:46,544
Ollie, Peter Parker.
Pete's sitting in for the day.
107
00:05:46,579 --> 00:05:50,014
Nice to meet you, Ollie.
Sweet laptop. Oh, thanks.
108
00:05:50,049 --> 00:05:52,550
My expertise
is in the manipulation
109
00:05:52,585 --> 00:05:54,886
of metal alloys,
with a focus on steel.
110
00:05:54,921 --> 00:05:58,056
I crafted this baby,
along with these steel hover-discs.
111
00:05:59,459 --> 00:06:01,359
It's what got me into
this awesome school.
112
00:06:01,394 --> 00:06:03,395
[mutters]
113
00:06:03,430 --> 00:06:08,433
And now I'm lucky enough
to study under the great Otto Octavius.
114
00:06:08,468 --> 00:06:11,002
He's my hero.
Yeah.
115
00:06:11,037 --> 00:06:13,838
He was my hero
for a while there too.
116
00:06:13,873 --> 00:06:16,040
All right, class.
Enough chatter.
117
00:06:16,075 --> 00:06:20,111
Open your books
to chapter ele-- Otto. A word.
118
00:06:20,146 --> 00:06:23,548
To chapter 11.
Read the first four paragraphs.
119
00:06:23,583 --> 00:06:26,918
Uh, I need
to use the restroom.
120
00:06:26,953 --> 00:06:28,920
You just sat down.
121
00:06:28,955 --> 00:06:31,089
Harry, the proper level
of hydration
122
00:06:31,124 --> 00:06:33,358
is eight eight-ounce glasses
of water a day,
123
00:06:33,393 --> 00:06:36,395
which means lots
of trips to the bathroom. [door opens]
124
00:06:40,667 --> 00:06:43,935
Otto, did you
happen to have
125
00:06:43,970 --> 00:06:46,871
a failsafe frequency
for your mechanical arms?
126
00:06:46,906 --> 00:06:50,241
You know, in case
one of them wasn't in sync with the others.
127
00:06:50,276 --> 00:06:52,944
Originally,
it was 47 gigahertz.
128
00:06:52,979 --> 00:06:57,115
But now that they're a part
of me, there's no need for such a thing. Why?
129
00:06:57,150 --> 00:07:00,585
Oh, I was just looking
for areas to improve.
130
00:07:00,620 --> 00:07:03,054
Thought an Osborn contribution
might raise the bar.
131
00:07:03,089 --> 00:07:06,825
The bar has been raised
as high as it can go, Norman.
132
00:07:06,860 --> 00:07:09,894
And besides,
now that these arms are a part of me,
133
00:07:09,929 --> 00:07:12,130
I couldn't think
of sharing them for corporate gain.
134
00:07:12,165 --> 00:07:15,266
Oh. Yes.
135
00:07:15,301 --> 00:07:19,904
I understand.
Uh, but keep the option open.
136
00:07:19,939 --> 00:07:23,275
You, uh, better
get back to your class.
137
00:07:26,813 --> 00:07:29,681
Harry already thinks
I'm preoccupied for a while.
138
00:07:31,518 --> 00:07:34,619
So I might as well see
what Norman's up to.
139
00:07:37,724 --> 00:07:39,624
[beeping]
140
00:07:39,659 --> 00:07:42,828
A coded lab in an already
super secure building, huh?
141
00:07:52,972 --> 00:07:56,241
Seems like the perfect place
to upload sensitive footage.
142
00:07:58,077 --> 00:08:00,845
Nice work, Parker.
143
00:08:00,880 --> 00:08:03,081
Wonder what other goodies
I'll find back here.
144
00:08:05,552 --> 00:08:08,186
[computer trilling]
145
00:08:08,221 --> 00:08:09,988
[straining]
146
00:08:10,023 --> 00:08:11,723
[yelling]
What's happening to it?
147
00:08:11,758 --> 00:08:14,025
What's going on?
It's 47 gigahertz!
148
00:08:14,060 --> 00:08:15,527
[ascending whirring]
149
00:08:17,997 --> 00:08:19,831
Thanks, Mr. Osborn.
150
00:08:19,866 --> 00:08:22,834
It was just this one.
The others are responding perfectly.
151
00:08:25,171 --> 00:08:28,139
[beeping]
152
00:08:28,174 --> 00:08:33,011
Oh. And how are things going
with the spider detector?
153
00:08:33,046 --> 00:08:36,347
Spider detector? Uh-oh!
154
00:08:36,382 --> 00:08:38,583
Very well, sir.
155
00:08:38,618 --> 00:08:42,654
Really? Because this says
Spider-Man is in this lab.
156
00:08:42,689 --> 00:08:45,123
Do you see him in this lab?
157
00:08:46,459 --> 00:08:49,861
Uh, no, sir.
It must be another glitch.
158
00:08:49,896 --> 00:08:52,664
[grunts]
There is no room for failure here, people.
159
00:08:52,699 --> 00:08:55,667
Raymond Warren is working
on a spider army.
160
00:08:55,702 --> 00:08:59,404
Evidenced by
the two spider soldiers he's already created--
161
00:08:59,439 --> 00:09:03,174
both Spider-Man
and his new friend. What?
162
00:09:03,209 --> 00:09:07,679
Your job is to find a way
to neutralize their power.
163
00:09:07,714 --> 00:09:11,082
Or, if need be,
neutralize them.
164
00:09:11,117 --> 00:09:13,418
Oh, that part
we've got down, sir.
165
00:09:13,453 --> 00:09:15,853
We call it
the Spider Killer 3000.
166
00:09:15,888 --> 00:09:19,491
A robot designed to destroy me?
167
00:09:21,995 --> 00:09:23,127
[gasps]
168
00:09:23,162 --> 00:09:24,229
[beeping]
169
00:09:25,565 --> 00:09:28,132
That is not encouraging.
170
00:09:28,167 --> 00:09:31,102
Better get out of here
before I become Crash Test Spidey.
171
00:09:40,813 --> 00:09:43,081
[door closes]
172
00:09:43,116 --> 00:09:45,650
Hey, who are you,
and where's your hall pass?
173
00:09:45,685 --> 00:09:48,753
My name
is Aleksei Sytsevich,
174
00:09:48,788 --> 00:09:51,823
and I have misplaced
my hall pass.
175
00:09:53,192 --> 00:09:56,494
Well, then
get back to class.
176
00:09:57,530 --> 00:09:59,330
[transmitter lands]
Huh?
177
00:09:59,365 --> 00:10:01,566
[students murmuring]
178
00:10:01,601 --> 00:10:02,834
[transmitter lands]
[mutters]
179
00:10:05,004 --> 00:10:07,772
Hey, you were gone
a long time. You okay?
180
00:10:07,807 --> 00:10:11,643
Uh, yeah. But I've
gotta show you something. Follow me.
181
00:10:13,046 --> 00:10:14,312
Hmm?
[transmitter lands]
182
00:10:14,347 --> 00:10:16,147
Hello, Peter.
183
00:10:17,183 --> 00:10:19,150
Huh.
184
00:10:19,185 --> 00:10:22,153
Looks like a needle
with a micro-transistor.
185
00:10:22,188 --> 00:10:24,255
Why would he
put that on me?
186
00:10:24,290 --> 00:10:26,991
Bigger question's
what's Aleksei doing at Oz Academy?
187
00:10:27,026 --> 00:10:31,362
Hey! There's no
Aleksei Skvich-- Sett-- Svitt--
188
00:10:31,397 --> 00:10:34,799
There's no one at this school
with that name. You're coming with me.
189
00:10:34,834 --> 00:10:37,135
[groaning]
190
00:10:37,170 --> 00:10:39,304
[growls]
191
00:10:40,807 --> 00:10:41,806
[roars]
192
00:10:42,975 --> 00:10:45,176
[grunts, cries out]
193
00:10:45,211 --> 00:10:48,646
[quietly]
Uh-oh. No chance to get away and change.
194
00:10:48,681 --> 00:10:50,214
Unless...
Pete!
195
00:10:50,249 --> 00:10:52,316
[panting]
196
00:10:52,351 --> 00:10:54,986
[grunting]
197
00:10:55,021 --> 00:10:56,988
Aah! Perfect!
198
00:10:57,023 --> 00:10:59,190
[grunts]
199
00:10:59,225 --> 00:11:00,958
[roars]
200
00:11:00,993 --> 00:11:02,393
[charging bellow]
201
00:11:02,428 --> 00:11:03,961
[all yell]
202
00:11:03,996 --> 00:11:05,530
What's going on here?
203
00:11:05,565 --> 00:11:09,333
We need to
get you safe, sir. I am safe, you fool.
204
00:11:09,368 --> 00:11:10,902
Release the Octobots!
205
00:11:12,538 --> 00:11:14,138
Octobots?
206
00:11:14,173 --> 00:11:17,909
You took my tech?
Without my permission?
207
00:11:17,944 --> 00:11:21,312
Be happy I did.
Who else could stop that Rhino?
208
00:11:21,347 --> 00:11:23,347
Someone need a Rhino tamer?
209
00:11:23,382 --> 00:11:24,215
Spider-Man?
210
00:11:24,250 --> 00:11:26,751
[grunting]
211
00:11:29,522 --> 00:11:33,858
He's like a bull in a--
You know, there are no good Rhino sayings, are there?
212
00:11:33,893 --> 00:11:35,860
But if I can get him
to shock himself,
213
00:11:35,895 --> 00:11:38,496
maybe I can introduce the phrase
"Dumb as a Rhino."
214
00:11:38,531 --> 00:11:41,299
Hey, big guy!
Remember me?
215
00:11:42,602 --> 00:11:44,736
Oh, I guess you do.
[charging bellow]
216
00:11:44,771 --> 00:11:47,672
[muffled grunting]
217
00:11:47,707 --> 00:11:50,875
But it'll take more than
one of those Octobots to bring him down.
218
00:11:50,910 --> 00:11:54,412
Oh, Rhino, buddy.
You've got a little Octobot on you.
219
00:11:56,582 --> 00:11:59,083
[charging bellow]
220
00:11:59,118 --> 00:12:01,085
Here. Let me
get that for you. [grunts]
221
00:12:01,120 --> 00:12:03,755
Ow! Ah, it's like
hitting a... Rhino.
222
00:12:03,790 --> 00:12:05,256
[grunts]
223
00:12:06,259 --> 00:12:08,226
[cries out]
224
00:12:08,261 --> 00:12:10,695
[automated voice]Security functions down.
225
00:12:10,730 --> 00:12:14,031
Dumb as a Rhino.
Copyright: The Amazing Spider-Man.
226
00:12:14,066 --> 00:12:16,067
What have you done?
227
00:12:16,102 --> 00:12:18,803
[Jackal]
He did exactly what I sent the Rhino to do--
228
00:12:18,838 --> 00:12:23,040
take down your defense grid
so I could enter this fortress.
229
00:12:23,075 --> 00:12:25,810
Thanks for the assist,
Spider-Man.
230
00:12:25,845 --> 00:12:27,912
You're working
with the Jackal?
231
00:12:27,947 --> 00:12:29,447
No, I--
232
00:12:29,482 --> 00:12:31,482
Maybe it should be
"Dumb as a spider."
233
00:12:31,517 --> 00:12:34,786
My spider army
is coming, Norman.
234
00:12:34,821 --> 00:12:37,488
I know you're working
on something to stop it,
235
00:12:37,523 --> 00:12:39,724
and I intend
on taking it from you.
236
00:12:39,759 --> 00:12:42,827
This is a poor
strategic maneuver, Jackal.
237
00:12:42,862 --> 00:12:45,129
You're outnumbered.
238
00:12:45,164 --> 00:12:46,631
Oh, am I?
239
00:12:48,935 --> 00:12:51,936
[Rhinos growling]
240
00:12:53,773 --> 00:12:57,275
[roaring]
That's what I call a horn section.
241
00:12:59,378 --> 00:13:02,480
[Spider-Man]
Stay behind the barricades! [charging bellow]
242
00:13:04,784 --> 00:13:08,019
[charging bellow]
[cries out]
243
00:13:08,054 --> 00:13:11,255
Dad!
Heads up, Harry!
244
00:13:11,290 --> 00:13:13,691
[grunting]
245
00:13:13,726 --> 00:13:15,693
Get off me!
246
00:13:15,728 --> 00:13:18,296
I should've known
you're working for the Jackal!
247
00:13:18,331 --> 00:13:20,998
I'm not!
I'm your friend!
248
00:13:21,033 --> 00:13:24,168
Yeah, well,
with friends like you, I'm glad we have Octo--
249
00:13:24,203 --> 00:13:27,271
[grunts]
...bots.
250
00:13:27,306 --> 00:13:29,507
[grunts, roars]
251
00:13:29,542 --> 00:13:31,376
[grunts]
252
00:13:37,650 --> 00:13:42,153
Otto, you told me your tech
could withstand anything!
253
00:13:42,188 --> 00:13:44,822
It can, when I'm
in control of it.
254
00:13:44,857 --> 00:13:47,425
Now, let me show you
how it's done.
255
00:13:48,427 --> 00:13:51,329
[growls, groans]
256
00:13:51,364 --> 00:13:53,531
[growling]
257
00:13:55,368 --> 00:13:58,035
You'll rue the day
you entered this school!
258
00:13:58,070 --> 00:14:03,374
Science created you,
but science will bring you down!
259
00:14:03,409 --> 00:14:06,043
Dr. Octavius is right.
260
00:14:06,078 --> 00:14:10,348
He's protecting the school
with his tech. We should do the same.
261
00:14:10,383 --> 00:14:12,316
[charging bellow]
262
00:14:12,351 --> 00:14:14,219
[grunting]
263
00:14:17,356 --> 00:14:20,925
In the name of Oz Academy,
attack!
264
00:14:22,461 --> 00:14:24,562
[Spider-Man]
The students and faculty are fighting back!
265
00:14:24,597 --> 00:14:27,198
[sonic blast blaring]
266
00:14:29,535 --> 00:14:31,569
Whoo! That's
a sinister-looking group.
267
00:14:31,604 --> 00:14:35,339
When I woke up this morning,
I did not see this team-up happening.
268
00:14:35,374 --> 00:14:39,110
But I'll take help
where I can get it. Let's take back the school!
269
00:14:39,145 --> 00:14:41,579
Wait, Spider-Slayer, don't!
270
00:14:46,585 --> 00:14:49,220
The Rhinos are still people,
remember?
271
00:14:50,222 --> 00:14:52,189
Impressive!
272
00:14:52,224 --> 00:14:55,526
To think, all of this
to stop me.
273
00:14:55,561 --> 00:14:58,562
It didn't have to be
like this, Norman.
274
00:14:58,597 --> 00:15:01,098
I came to you first.
275
00:15:01,133 --> 00:15:04,101
You could've created
the spider army with me
276
00:15:04,136 --> 00:15:07,638
instead of working so hard
to stop it.
277
00:15:07,673 --> 00:15:11,208
We can still work together,
Raymond.
278
00:15:11,243 --> 00:15:13,444
It's "Jackal"!
279
00:15:13,479 --> 00:15:16,414
And you've proven
you can't be trusted.
280
00:15:16,449 --> 00:15:19,984
Then there's no way
you're leaving the premises.
281
00:15:20,019 --> 00:15:25,723
Oh, I had no intention
of leaving.
282
00:15:25,758 --> 00:15:27,926
[evil laughter]
283
00:15:30,129 --> 00:15:32,463
You're an artificial replibot.
284
00:15:32,498 --> 00:15:34,933
[evil laughter continues]
285
00:15:41,507 --> 00:15:44,976
[straining]
286
00:15:47,847 --> 00:15:50,114
Vulture, send me
a sonic blast!
287
00:15:50,149 --> 00:15:51,516
[sonic blast blaring]
288
00:15:56,389 --> 00:15:58,356
[grunting]
289
00:15:58,391 --> 00:16:00,058
[growling]
290
00:16:03,796 --> 00:16:07,164
[Spider-Man] That looks like
the transmitter Aleksei tried to put on me earlier.
291
00:16:07,199 --> 00:16:09,200
That must be how the Jackal
is controlling the Rhinos.
292
00:16:11,837 --> 00:16:15,973
Everyone!
Jackal's using transmitters to control the Rhinos!
293
00:16:16,008 --> 00:16:19,043
Let's work as a team
to remove the devices.
294
00:16:20,312 --> 00:16:22,513
[groaning]
295
00:16:26,052 --> 00:16:30,021
Hmm. Jackal's serum
turned them into Rhinos,
296
00:16:30,056 --> 00:16:33,357
but he used mind control
to get them to do his bidding.
297
00:16:33,392 --> 00:16:35,359
Genius.
298
00:16:35,394 --> 00:16:38,229
[straining]
299
00:16:40,900 --> 00:16:43,201
[groaning]
300
00:16:44,870 --> 00:16:49,306
[groans]
Wh-- Where am I?
301
00:16:49,341 --> 00:16:51,208
Oz Academy.
302
00:16:51,243 --> 00:16:53,844
Well done.
303
00:16:53,879 --> 00:16:57,581
I am impressed with
this little Oz security group.
304
00:16:57,616 --> 00:16:59,583
Perhaps we should
give it a name.
305
00:16:59,618 --> 00:17:02,853
The Osborn Commandos,
perhaps.
306
00:17:02,888 --> 00:17:04,855
The "Osborn Commandos"?
307
00:17:04,890 --> 00:17:07,892
Wh-- What exactly
did you contribute, Norman?
308
00:17:07,927 --> 00:17:11,328
Me? I destroyed the Jackal.
309
00:17:11,363 --> 00:17:13,764
Whoa! Way to go, Dad!
310
00:17:13,799 --> 00:17:16,000
Should we have security
apprehend his partner?
311
00:17:16,035 --> 00:17:18,402
No. No, son.
312
00:17:18,437 --> 00:17:21,005
I think Spider-Man
has proven himself today.
313
00:17:21,040 --> 00:17:23,407
Not only by fighting
alongside us,
314
00:17:23,442 --> 00:17:28,345
but by becoming
a permanent member of the Osborn Commandos, perhaps?
315
00:17:28,380 --> 00:17:31,549
No, thanks, Norman.
I'll fight my own battles.
316
00:17:31,584 --> 00:17:33,551
And since this one's over,
I'm gonna get outta here
317
00:17:33,586 --> 00:17:36,154
before you show
your true colors.
318
00:17:37,156 --> 00:17:39,890
Otto, I owe you an apology.
319
00:17:39,925 --> 00:17:42,693
I shouldn't have
worked on your tech without your knowledge.
320
00:17:42,728 --> 00:17:46,564
From now on, you will head up
the Oscorp Octobots division.
321
00:17:46,599 --> 00:17:49,767
There will be
no Octobots division, Norman.
322
00:17:49,802 --> 00:17:52,436
This tech is mine
and mine alone.
323
00:17:52,471 --> 00:17:54,738
[chuckling]
324
00:17:54,773 --> 00:17:57,441
You should've read
your contract, my friend.
325
00:17:57,476 --> 00:18:00,444
You see,
anything you use under my employ
326
00:18:00,479 --> 00:18:02,813
is owned by Oz Academy.
327
00:18:02,848 --> 00:18:05,149
[laughing]
328
00:18:07,853 --> 00:18:11,122
Then soon
I will own Oz Academy.
329
00:18:13,926 --> 00:18:16,727
Pete, you okay?
Yeah.
330
00:18:16,762 --> 00:18:20,498
I figured I'd be better off
staying out of sight until things calmed down.
331
00:18:20,533 --> 00:18:23,934
Well, I hope you caught
some of it, because it proves my dad's a good guy.
332
00:18:23,969 --> 00:18:27,138
He even offered Spider-Man
a spot on the Osborn Commandos.
333
00:18:27,173 --> 00:18:31,142
Harry, it's an act.
And I found the proof.
334
00:18:34,680 --> 00:18:37,148
No. No!
335
00:18:37,183 --> 00:18:41,652
It was here!
A roomful of things to eliminate Spider-Man.
336
00:18:41,687 --> 00:18:46,090
Huh. A roomful, huh?
That would've been helpful.
337
00:18:46,125 --> 00:18:48,659
And the evidence
that my dad set me up?
338
00:18:48,694 --> 00:18:51,795
Probably destroyed
with everything else.
339
00:18:51,830 --> 00:18:54,798
[sighs]
Unfortunate.
340
00:18:54,833 --> 00:18:57,034
You know, Pete,
I invited you to Oz Academy
341
00:18:57,069 --> 00:18:59,803
so you could see the good side
of Norman Osborn.
342
00:18:59,838 --> 00:19:01,805
At least that
didn't fall short.
343
00:19:01,840 --> 00:19:04,175
I know what I saw, Harry.
344
00:19:04,210 --> 00:19:08,379
And I know what I saw--
Spider-Man working for the Jackal!
345
00:19:08,414 --> 00:19:10,981
He's not, Harry.
He's a friend.
346
00:19:11,016 --> 00:19:13,217
[chuckles]
Funny.
347
00:19:13,252 --> 00:19:15,686
That's the same thing
Spider-Man said.
348
00:19:15,721 --> 00:19:18,823
Which makes me wonder
why you care so much about him.
349
00:19:20,426 --> 00:19:23,561
Harry,
the absolute truth is...
350
00:19:23,596 --> 00:19:25,563
[exhales]
351
00:19:25,598 --> 00:19:28,832
my loyalty is to you,
not to Spider-Man.
352
00:19:28,867 --> 00:19:33,637
But if your dad is willing
to threaten Spider-Man's life, then he's crossed a line.
353
00:19:33,672 --> 00:19:35,873
People are not always
who they seem to be.
354
00:19:35,908 --> 00:19:39,677
And I just want you to know
who you can trust.
355
00:19:39,712 --> 00:19:42,880
Well, that's always
been you, Pete.
356
00:19:42,915 --> 00:19:45,683
So if my best friend says
he sees something that I don't,
357
00:19:45,718 --> 00:19:48,752
no matter how crazy
it may sound,
358
00:19:48,787 --> 00:19:51,755
maybe I need to look
a little closer at things.
359
00:19:51,790 --> 00:19:53,791
Maybe even a closer look
at Spider-Man.
360
00:19:56,262 --> 00:19:58,529
That's all I'm asking.
361
00:20:02,368 --> 00:20:06,704
You picked a pretty eventful day
to visit Oz Academy, Mr. Parker.
362
00:20:06,739 --> 00:20:08,906
Although I shouldn't
be surprised.
363
00:20:08,941 --> 00:20:11,709
Chaos usually surrounds
your business associate.
364
00:20:11,744 --> 00:20:13,444
"Business associate"?
[gasps]
365
00:20:13,479 --> 00:20:15,512
Yes. Didn't you know?
366
00:20:15,547 --> 00:20:18,882
Your friend here
is in business with Spider-Man.
367
00:20:18,917 --> 00:20:20,884
He makes his tech for him.
368
00:20:20,919 --> 00:20:23,354
You're working for Spider-Man?
369
00:20:23,389 --> 00:20:24,755
I--
370
00:20:24,790 --> 00:20:26,857
I don't believe you!
371
00:20:26,892 --> 00:20:29,293
You looked me right
in the eye and said,
372
00:20:29,328 --> 00:20:31,929
"My loyalty is to you,
not to Spider-Man."
373
00:20:31,964 --> 00:20:34,898
But really you were just
pushing his agenda? No!
374
00:20:34,933 --> 00:20:37,268
It's not like that!
I just--
375
00:20:37,303 --> 00:20:39,069
You're right, Pete.
376
00:20:39,104 --> 00:20:41,272
People aren't
who they seem to be.
377
00:20:41,307 --> 00:20:43,474
Now get out.
But--
378
00:20:43,509 --> 00:20:45,776
Get out!
379
00:20:53,152 --> 00:20:55,152
Harry, what am I doing?
380
00:20:55,187 --> 00:20:59,123
Is it possible to be
your best friend and keep secrets from you?
381
00:20:59,158 --> 00:21:01,759
Norman lies to you,
and I call him a villain.
382
00:21:01,794 --> 00:21:05,796
But is what I'm doing
any different?
383
00:21:05,831 --> 00:21:09,767
I have to tell you the truth.
I have to tell you I'm Spider-Man.
384
00:21:12,871 --> 00:21:15,806
But I can't, can I?
[door closes]
385
00:21:15,841 --> 00:21:19,076
Not when Norman is set
on destroying Spider-Man.
386
00:21:19,111 --> 00:21:21,078
Because if he's
willing to frame you
387
00:21:21,113 --> 00:21:23,280
and get you kicked out
of Horizon High,
388
00:21:23,315 --> 00:21:27,584
then there's no telling
what he'd do to you to get to your best friend.
389
00:21:27,619 --> 00:21:29,820
But I won't give up
trying to convince you
390
00:21:29,855 --> 00:21:32,790
who's on the side
of right and wrong.
391
00:21:32,840 --> 00:21:37,390
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