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1
00:00:02,230 --> 00:00:04,030
(ALARM BEEPING)
2
00:00:04,065 --> 00:00:05,865
Nice try, alarm.
3
00:00:06,868 --> 00:00:08,768
But I already beat you to it.
4
00:00:08,803 --> 00:00:10,803
Way too excited to stay in bed.
5
00:00:10,839 --> 00:00:13,806
What kind of weirdo skips
a chance for more sleep?
6
00:00:13,842 --> 00:00:15,575
The kind of weirdo that's
7
00:00:15,610 --> 00:00:17,277
graduating today!
8
00:00:17,312 --> 00:00:19,913
We're finally getting our diplomas
from S.H.I.E.L.D. Academy.
9
00:00:19,948 --> 00:00:22,682
All of us! My original
S.H.I.E.L.D. team.
10
00:00:22,717 --> 00:00:23,950
We were just kids
when we started.
11
00:00:23,985 --> 00:00:26,753
And now we're older kids,
12
00:00:26,788 --> 00:00:28,955
but more importantly,
awesome-er kids.
13
00:00:28,990 --> 00:00:30,790
Then there's the New Warriors.
14
00:00:30,825 --> 00:00:32,892
They saw the worst
the streets had to offer,
15
00:00:32,928 --> 00:00:35,028
and now they're the best
S.H.I.E.L.D. has to offer.
16
00:00:35,063 --> 00:00:36,863
And the Web Warriors!
17
00:00:36,898 --> 00:00:38,031
A team of Spiders,
18
00:00:38,067 --> 00:00:40,333
the closest thing
I've ever had to siblings.
19
00:00:41,803 --> 00:00:44,604
Looking good, Parker!
20
00:00:44,639 --> 00:00:46,673
This graduation
will be everything.
21
00:00:46,708 --> 00:00:48,641
We've invited
a who's who of heroes.
22
00:00:48,677 --> 00:00:50,464
Maybe the Avengers
will even be there!
23
00:00:52,847 --> 00:00:54,814
(GASPS)
24
00:00:54,849 --> 00:00:56,916
I hope that's not
a present, Aunt May.
25
00:00:56,952 --> 00:00:58,885
You've given me more
than enough already.
26
00:00:58,920 --> 00:01:00,887
Don't be silly,
it's not every day
27
00:01:00,922 --> 00:01:02,922
your nephew graduates
from S.H.I.E.L.D. Academy.
28
00:01:02,958 --> 00:01:05,925
So get downstairs while
I finish wrapping this gift.
29
00:01:05,961 --> 00:01:07,627
I made wheat cakes.
30
00:01:07,662 --> 00:01:09,796
This day just
keeps getting better.
31
00:01:12,968 --> 00:01:14,000
Huh?
32
00:01:15,937 --> 00:01:19,005
Good morning, Peter Parker.
33
00:01:19,040 --> 00:01:20,773
Doc Ock?
34
00:01:22,042 --> 00:01:24,451
Sync and corrections by masaca
- addic7ed.com -
35
00:01:32,671 --> 00:01:34,570
(LAUGHS)
36
00:01:34,606 --> 00:01:37,811
You've got a history of
terrible ideas, Ock, but coming
37
00:01:37,812 --> 00:01:41,016
to my house is officially the
stupidest thing you've ever done.
38
00:01:42,314 --> 00:01:44,836
You think this place isn't
protected by S.H.I.E.L.D. tech?
39
00:01:47,686 --> 00:01:49,686
(ELECTRONIC BEEPING)
40
00:01:49,721 --> 00:01:54,524
Hmm. I disabled your S.H.I.E.L.D.
defenses weeks ago.
41
00:01:54,559 --> 00:01:56,526
Since I discovered
your identity,
42
00:01:56,561 --> 00:01:59,696
I've been keeping an eye
on everything you do.
43
00:01:59,731 --> 00:02:03,366
You and your
delightful Aunt May.
44
00:02:03,401 --> 00:02:05,601
I take it back,
threatening my aunt
45
00:02:05,637 --> 00:02:07,737
is now the stupidest thing
you've ever done.
46
00:02:07,772 --> 00:02:11,441
I am not here to fight.
I am here to make a deal.
47
00:02:11,476 --> 00:02:12,742
A simple one.
48
00:02:12,777 --> 00:02:16,913
You will agree to never put on
the Spider-Man mask again.
49
00:02:16,949 --> 00:02:18,493
In exchange...
50
00:02:19,684 --> 00:02:23,319
...your Aunt May lives.
51
00:02:23,355 --> 00:02:25,455
MAY: How are those
wheat cakes, Peter?
52
00:02:25,490 --> 00:02:27,757
Uh, delicious as always.
53
00:02:27,792 --> 00:02:30,426
You threaten me
almost every day.
54
00:02:30,462 --> 00:02:32,462
Why am I going
to take you seriously now?
55
00:02:32,497 --> 00:02:35,765
My Octobots with cameras
are everywhere.
56
00:02:35,800 --> 00:02:38,601
I've been keeping watch
over your aunt.
57
00:02:38,636 --> 00:02:42,538
I have only to say
the word, and good-bye.
58
00:02:43,608 --> 00:02:45,708
Why now?
59
00:02:45,744 --> 00:02:50,346
I had to wait until all the cards
were on the table. And now they are.
60
00:02:50,382 --> 00:02:53,449
I trust you'll make
the right decision, Parker.
61
00:02:58,356 --> 00:03:00,190
Wow, you ate those fast.
62
00:03:00,225 --> 00:03:03,226
Hope you don't get
an upset stomach on stage.
63
00:03:03,261 --> 00:03:05,395
I don't think breakfast
will be my problem today.
64
00:03:05,430 --> 00:03:07,230
Ock's threatened Spider-Man
65
00:03:07,265 --> 00:03:09,365
dozens of times,
but this is different.
66
00:03:09,401 --> 00:03:11,334
This is a threat
to Peter Parker,
67
00:03:11,369 --> 00:03:13,403
and Peter Parker
has vulnerabilities.
68
00:03:13,438 --> 00:03:15,505
But this is graduation day.
69
00:03:15,540 --> 00:03:19,209
I'm no longer the new kid on the block
getting bullied by super-villains.
70
00:03:19,244 --> 00:03:21,177
I'm the Ultimate
Spider-Man
71
00:03:21,213 --> 00:03:23,346
and I'm not backing down
from Ock or anyone.
72
00:03:23,381 --> 00:03:25,660
Time to take my final exam.
73
00:03:26,184 --> 00:03:28,351
(SEAGULLS CALLING)
74
00:03:28,386 --> 00:03:31,254
MAY: Are you sure
this is all necessary?
75
00:03:31,289 --> 00:03:33,423
I'm not going to
miss your graduation.
76
00:03:33,458 --> 00:03:36,226
You won't. My teams
are better than ever
77
00:03:36,261 --> 00:03:39,295
and we'll have Ock wrapped up before
the first guest takes their seat.
78
00:03:39,331 --> 00:03:41,497
But for now,
you're safer here.
79
00:03:41,533 --> 00:03:44,226
Go get 'em, Spider-Man.
80
00:03:48,306 --> 00:03:50,651
SPIDER-MAN: Ock's overconfidence
is his biggest mistake.
81
00:03:50,675 --> 00:03:52,708
He thinks
he's outsmarted me.
82
00:03:52,744 --> 00:03:55,745
Well, he's about to find out what
being outsmarted really feels like.
83
00:03:55,780 --> 00:03:59,482
- You in?
- We got your back, Spider-Man.
84
00:03:59,517 --> 00:04:01,551
We used to live with you
at your aunt's house.
85
00:04:01,586 --> 00:04:03,553
This is personal
for us, too.
86
00:04:03,588 --> 00:04:05,688
No one threatens May
and gets away with it.
87
00:04:05,723 --> 00:04:08,424
Especially Ock.
88
00:04:08,460 --> 00:04:10,393
(BEEPING)
Here are the locations
89
00:04:10,428 --> 00:04:12,495
of Ock's old labs
and his known associates,
90
00:04:12,530 --> 00:04:14,397
which should lead us
straight to him.
91
00:04:14,432 --> 00:04:15,698
We'll tackle all
these at once.
92
00:04:15,733 --> 00:04:17,767
Let's show Ock
we're not kids anymore.
93
00:04:22,574 --> 00:04:24,407
SPIDER-MAN: No heat signatures.
94
00:04:24,442 --> 00:04:25,708
This old lab's empty.
95
00:04:25,743 --> 00:04:27,577
Power Man, do
what you do best.
96
00:04:29,547 --> 00:04:31,681
SPIDER-MAN: Ock said his cards
were finally on the table.
97
00:04:31,716 --> 00:04:33,716
Time to find out
what those cards are.
98
00:04:35,720 --> 00:04:37,653
This lab isn't empty!
(SPIDER SENSES TINGLING)
99
00:04:39,357 --> 00:04:40,456
(GRUNTS)
100
00:04:42,160 --> 00:04:44,384
- Scorpion!
- My new armor makes me invisible
101
00:04:44,596 --> 00:04:46,329
to scanners, Spider-creep.
102
00:04:46,364 --> 00:04:48,498
But I'm not the only secret
this place holds.
103
00:04:48,533 --> 00:04:50,533
Too bad your new armor
doesn't have a muzzle!
104
00:04:50,568 --> 00:04:52,502
(GRUNTING)
105
00:04:54,472 --> 00:04:55,505
(IRON FIST EXCLAIMS)
106
00:04:57,509 --> 00:04:59,609
Been waiting to
do that, Iron Fist.
107
00:04:59,644 --> 00:05:01,711
Come on, guys. We can
fight better than this.
108
00:05:01,746 --> 00:05:03,546
S.H.I.E.L.D. Attack Plan 6-A!
109
00:05:03,581 --> 00:05:04,647
(ALL YELL)
110
00:05:05,517 --> 00:05:07,517
(GRUNTS)
111
00:05:07,552 --> 00:05:10,286
One tail, every hero.
112
00:05:11,422 --> 00:05:13,556
You lose count of how
many of us there are?
113
00:05:13,591 --> 00:05:15,424
That was the plan, idiot.
114
00:05:15,460 --> 00:05:17,426
(YELLS)
115
00:05:24,502 --> 00:05:25,701
Crossbones?
116
00:05:25,737 --> 00:05:28,371
SPIDER-MAN: My scanner
couldn't see in this place.
117
00:05:28,406 --> 00:05:30,473
What happened?
Ock kidnapped me.
118
00:05:30,508 --> 00:05:34,410
He wasn't so happy with what I put
him through as leader of Hydra.
119
00:05:34,445 --> 00:05:36,512
I tell you what,
you free me,
120
00:05:36,548 --> 00:05:38,681
I'll help you hunt down
that eight-legged freak.
121
00:05:38,716 --> 00:05:40,683
And why would
we ever trust you?
122
00:05:40,718 --> 00:05:42,518
'Cause I know
where Ock is.
123
00:05:42,554 --> 00:05:44,168
And I know
what his plans are.
124
00:05:44,169 --> 00:05:46,722
- Spill it.
- Only if we have a deal.
125
00:05:46,758 --> 00:05:49,392
Free me, we can end
this together.
126
00:05:49,427 --> 00:05:51,594
I'll be the only one
ending this.
127
00:05:54,666 --> 00:05:56,432
What are you doing?
128
00:05:56,467 --> 00:05:57,800
(SCREAMING)
129
00:06:02,240 --> 00:06:05,096
By making the odds
a little more even!
130
00:06:05,476 --> 00:06:07,376
(GROWLS)
131
00:06:07,412 --> 00:06:10,279
SPIDER-MAN: Okay, S.H.I.E.L.D.
team, stay focused.
132
00:06:11,216 --> 00:06:13,249
(ROARS)
133
00:06:13,284 --> 00:06:16,352
Making it to graduation
just got a lot more difficult.
134
00:06:18,423 --> 00:06:19,555
(ROARS)
135
00:06:21,426 --> 00:06:23,325
Crossbones as the Lizard?
136
00:06:23,361 --> 00:06:25,294
This is a mash-up
I didn't need.
137
00:06:25,329 --> 00:06:26,998
Liz-Bones?
Cross-zard?
138
00:06:27,031 --> 00:06:28,876
How about we just
call him "Busted".
139
00:06:30,268 --> 00:06:31,500
Whoa, hey!
Hands off the headgear!
140
00:06:31,636 --> 00:06:33,235
Whoa! Whoa!
141
00:06:34,672 --> 00:06:37,439
Oh, come on! You don't
have chinstraps in space?
142
00:06:44,382 --> 00:06:46,248
SPIDER-MAN: Okay,
team, listen up.
143
00:06:46,284 --> 00:06:50,052
White Tiger, hard left. Use
Lizard's tail for leverage.
144
00:06:50,088 --> 00:06:51,387
Power Man, hard right.
145
00:06:51,422 --> 00:06:53,089
Go for Scorpion's stingers!
146
00:06:53,124 --> 00:06:54,090
(GRUNTS)
147
00:06:57,128 --> 00:06:58,194
(ROARS)
148
00:06:59,197 --> 00:07:00,649
Why don't you
stick around?
149
00:07:00,650 --> 00:07:02,264
Have you heard
that one before?
150
00:07:02,300 --> 00:07:05,301
Years of S.H.I.E.L.D. training
and your quips are still terrible.
151
00:07:06,637 --> 00:07:08,304
Unbreakable skin.
152
00:07:08,339 --> 00:07:10,239
How unbreakable
are those stingers?
153
00:07:11,409 --> 00:07:12,575
(GRUNTING)
154
00:07:12,610 --> 00:07:13,676
(YELLS)
155
00:07:13,711 --> 00:07:15,544
Hah, not very.
156
00:07:15,580 --> 00:07:17,546
(GRUNTS)
157
00:07:19,117 --> 00:07:21,183
He who steals
from another's brow,
158
00:07:21,219 --> 00:07:23,826
shall himself
be left unprotected.
159
00:07:25,014 --> 00:07:26,233
Slam dunk!
160
00:07:29,983 --> 00:07:30,833
(GROWLS)
161
00:07:30,845 --> 00:07:33,878
SPIDER-MAN: See? There is something
to this whole teamwork thing.
162
00:07:33,984 --> 00:07:35,064
That was legit.
163
00:07:35,199 --> 00:07:37,333
You balanced our strengths
against their weaknesses.
164
00:07:37,368 --> 00:07:39,235
And without making
too many puns.
165
00:07:39,270 --> 00:07:42,505
Seriously, back in the day, you
had to re-learn the same lesson
166
00:07:42,540 --> 00:07:45,207
about leading the team
every single week.
167
00:07:45,243 --> 00:07:48,077
- Now look at you.
- Yeah. I've got to admit,
168
00:07:48,112 --> 00:07:49,478
you got this
leadership thing down.
169
00:07:49,514 --> 00:07:51,280
Yeah, okay, but...
170
00:07:51,315 --> 00:07:53,482
But nothing.
No joke here.
171
00:07:53,518 --> 00:07:55,695
Working with you
has taught me a lot.
172
00:07:56,187 --> 00:07:58,454
Ugh, I did get a little
nauseous just saying that.
173
00:07:58,489 --> 00:08:01,257
We all feel that way,
Spider-Man.
174
00:08:01,292 --> 00:08:03,459
Except the nausea.
Thanks, guys.
175
00:08:03,494 --> 00:08:06,295
I... What's that?
176
00:08:08,433 --> 00:08:10,166
Hard-light technology?
177
00:08:10,201 --> 00:08:12,468
Is this the plan
Ock was talking about?
178
00:08:12,503 --> 00:08:15,071
Dagger to Spider-Man.
We tracked Kraven.
179
00:08:15,106 --> 00:08:17,339
- He doesn't know we're here.
- I doubt that.
180
00:08:17,375 --> 00:08:20,324
Kraven doesn't get caught
off-guard. On the way.
181
00:08:21,245 --> 00:08:23,312
Go, Spidey.
We'll bring these two in.
182
00:08:23,381 --> 00:08:24,346
Thanks, guys.
183
00:08:35,526 --> 00:08:38,461
I don't need Spider sense
to know this is a set-up.
184
00:08:38,496 --> 00:08:41,197
No way. We totally
have the drop on him.
185
00:08:41,232 --> 00:08:42,331
He's roadkill.
186
00:08:42,366 --> 00:08:45,167
Trust me, Kraven's
trying to draw us in.
187
00:08:45,203 --> 00:08:47,369
I know this from years
of painful experience.
188
00:08:47,405 --> 00:08:52,108
Trap or no trap, we need to lock
this guy down before he's onto us.
189
00:08:52,143 --> 00:08:53,175
Cloak, not yet!
190
00:08:56,114 --> 00:08:57,446
(LAUGHS)
191
00:09:02,086 --> 00:09:05,121
Ah, Cloak,
the impetuous one.
192
00:09:05,156 --> 00:09:07,772
Now you're the bait
for the others.
193
00:09:10,394 --> 00:09:12,428
Cloak!
194
00:09:12,463 --> 00:09:15,030
Wait! Have you
learned nothing?
195
00:09:18,336 --> 00:09:21,840
Vulture! Spidey was
right, it's a trap!
196
00:09:21,841 --> 00:09:22,404
(SCREECHES)
197
00:09:24,308 --> 00:09:26,375
(GRUNTS)
198
00:09:26,610 --> 00:09:29,645
Squirrel Girl, think your little
buddies can bring down a bird?
199
00:09:29,680 --> 00:09:32,214
You can count
on me, Spidey!
200
00:09:32,249 --> 00:09:33,582
Let's go, boys!
201
00:09:33,617 --> 00:09:35,417
(CHATTERING)
202
00:09:37,288 --> 00:09:38,687
(SCREECHES)
203
00:09:43,194 --> 00:09:45,200
Push Kraven back
towards the alley.
204
00:09:47,331 --> 00:09:49,431
But that's the easiest path
of escape!
205
00:09:49,467 --> 00:09:50,599
Let's box him in.
206
00:09:50,635 --> 00:09:53,269
No, trust me on this.
207
00:09:57,541 --> 00:09:59,408
(ALL GRUNTING)
208
00:10:04,482 --> 00:10:07,273
No, Kraven will not fall!
209
00:10:07,274 --> 00:10:09,057
(YELLS)
210
00:10:12,290 --> 00:10:13,489
(GROANS)
211
00:10:15,459 --> 00:10:17,393
You set up electro-nets?
212
00:10:17,428 --> 00:10:19,161
No, Kraven did.
213
00:10:19,196 --> 00:10:21,196
He always lays snares
on obvious escape routes,
214
00:10:21,232 --> 00:10:23,232
knowing his prey
will try to run.
215
00:10:23,267 --> 00:10:24,533
We just caught him
in his own trap.
216
00:10:24,568 --> 00:10:26,435
Now time to
snag a Vulture!
217
00:10:30,441 --> 00:10:32,408
Let's crack him like a nut!
218
00:10:33,477 --> 00:10:35,344
No, call them off!
219
00:10:35,379 --> 00:10:36,612
Vulture's under
Ock's control,
220
00:10:36,647 --> 00:10:39,214
it's not his fault
he's a bad guy.
221
00:10:39,250 --> 00:10:40,416
(CHATTERING)
222
00:10:45,423 --> 00:10:46,655
(GRUNTS)
223
00:10:48,426 --> 00:10:50,359
I know Ock did this to you.
224
00:10:50,394 --> 00:10:52,428
At S.H.I.E.L.D.,
we'll try to find a cure.
225
00:10:52,463 --> 00:10:54,330
I haven't given up
on you, Vulture.
226
00:10:54,365 --> 00:10:56,265
(GRUNTS)
227
00:10:58,602 --> 00:11:00,469
(GROANS)
228
00:11:00,504 --> 00:11:02,338
I don't know what
to say, Spider-Man.
229
00:11:02,373 --> 00:11:04,239
We couldn't have
done it without you.
230
00:11:04,542 --> 00:11:06,275
Aw, shucks.
231
00:11:06,310 --> 00:11:08,444
All in a day's work for the
friendly, neighborhood me.
232
00:11:08,479 --> 00:11:09,445
(GRUNTS)
233
00:11:11,349 --> 00:11:13,148
Cloak.
234
00:11:13,184 --> 00:11:14,483
We've bagged a Scorpion,
a Lizard,
235
00:11:14,518 --> 00:11:17,486
a Vulture, and a...
Whatever Kraven is.
236
00:11:17,521 --> 00:11:21,523
The only thing we're missing in
Ock's twisted zoo is a Rhino!
237
00:11:21,559 --> 00:11:23,425
Has anyone seen Rhino?
238
00:11:23,461 --> 00:11:25,160
(GRUNTS)
Seeing him
239
00:11:25,196 --> 00:11:26,595
up close and personal.
240
00:11:26,630 --> 00:11:29,498
The boathouse, if you're up
for a trip to Central Park.
241
00:11:32,269 --> 00:11:34,603
It's a beautiful day,
why not?
242
00:11:34,638 --> 00:11:37,539
(GRUNTING)
243
00:11:44,582 --> 00:11:46,281
"What did you
do today, Miles?"
244
00:11:46,317 --> 00:11:48,484
Oh, I ran into
an old friend in the park.
245
00:11:48,519 --> 00:11:50,352
Actually, he ran into me!
246
00:11:50,388 --> 00:11:52,254
Really?
Bad jokes?
247
00:11:52,289 --> 00:11:54,423
You've been hanging out
with Spider-Man too long.
248
00:11:54,458 --> 00:11:57,226
Rhino doesn't know the
meaning of the word friend,
249
00:11:57,261 --> 00:11:58,460
but here's a hint.
250
00:11:58,496 --> 00:12:01,130
It doesn't mean stabbing
your team in the back!
251
00:12:01,165 --> 00:12:02,598
(GRUNTING)
252
00:12:09,340 --> 00:12:12,374
Friends. Enemies.
Ock commands!
253
00:12:12,410 --> 00:12:13,409
(YELLS)
254
00:12:15,279 --> 00:12:16,412
Cut Rhino some slack.
255
00:12:16,447 --> 00:12:18,580
Ock's messed with his mind
over and over again.
256
00:12:18,616 --> 00:12:20,382
And take it from me,
257
00:12:20,418 --> 00:12:22,518
Ock's brainwashing
ain't easy to get over.
258
00:12:22,553 --> 00:12:25,621
I vote for determining Rhino's
motives after we contain him.
259
00:12:28,492 --> 00:12:30,526
(GRUNTS)
260
00:12:35,232 --> 00:12:38,233
Miles, MJ,
lead him to the water!
261
00:12:38,269 --> 00:12:40,961
Oh, so now I want him
to follow me?
262
00:12:41,249 --> 00:12:44,654
So what's your plan, Spidey?
Hope rhinos hate getting wet?
263
00:12:45,609 --> 00:12:46,642
(YELLS)
264
00:12:53,384 --> 00:12:55,250
Pour on the freeze webs, now!
265
00:12:55,286 --> 00:12:56,585
Clever move, Tiger.
266
00:13:01,292 --> 00:13:03,860
Rhino, I know our friend
is still in there.
267
00:13:03,861 --> 00:13:06,728
I need him to come out.
I need to know where Ock is.
268
00:13:06,764 --> 00:13:09,464
Ock is close.
269
00:13:09,500 --> 00:13:11,433
Close as in New York?
270
00:13:11,802 --> 00:13:14,436
Much closer.
271
00:13:19,043 --> 00:13:20,228
(GRUNTS)
272
00:13:21,245 --> 00:13:24,246
I see you put the mask
on, Spider-Man.
273
00:13:24,281 --> 00:13:26,381
Now time for the consequences!
274
00:13:26,417 --> 00:13:28,217
Got that right.
275
00:13:32,359 --> 00:13:35,961
Doctor Octopus was
hiding underwater.
276
00:13:35,996 --> 00:13:37,535
Should have seen that coming.
277
00:13:38,999 --> 00:13:41,402
DR. OCTOPUS: I warned you, Spider-Man!
278
00:13:43,170 --> 00:13:44,303
(GRUNTING)
279
00:13:46,240 --> 00:13:48,407
You pathetic child.
280
00:13:48,442 --> 00:13:52,377
I gave you an ultimatum which
you foolishly chose to ignore.
281
00:13:52,413 --> 00:13:56,181
Becoming Spider-Man again
will be your final mistake!
282
00:13:56,217 --> 00:13:58,283
You're the one
who made a mistake, Ock.
283
00:13:58,319 --> 00:13:59,985
You can eat my wheat cakes,
284
00:14:00,020 --> 00:14:02,020
but no one threatens
my Aunt May!
285
00:14:02,056 --> 00:14:04,957
Web Warriors,
Water Defense Alpha, now!
286
00:14:06,193 --> 00:14:07,942
What foolishness is...
287
00:14:07,943 --> 00:14:10,052
(YELLS)
288
00:14:15,002 --> 00:14:16,268
Great work, everyone.
289
00:14:16,303 --> 00:14:19,905
Wrapped this up just in time
to get our graduation on.
290
00:14:19,940 --> 00:14:21,173
You did it, Spidey.
291
00:14:21,208 --> 00:14:23,175
You stopped
your greatest enemy.
292
00:14:23,210 --> 00:14:25,143
It's finally over.
293
00:14:25,179 --> 00:14:27,112
May is safe
because of you.
294
00:14:27,147 --> 00:14:28,947
That's gotta
feel good, Tiger.
295
00:14:28,983 --> 00:14:31,250
No. She's safe
because of us.
296
00:14:31,285 --> 00:14:33,151
I know each of you
joined this team
297
00:14:33,187 --> 00:14:35,187
because circumstances
forced you to.
298
00:14:35,222 --> 00:14:37,122
But the way we've come
to work together,
299
00:14:37,157 --> 00:14:39,057
I'm proud of you all.
300
00:14:39,093 --> 00:14:41,326
IRON SPIDER: The nerd,
the jock, the cool girl,
301
00:14:41,362 --> 00:14:44,162
the tough guy, and the kid
from another dimension.
302
00:14:44,198 --> 00:14:46,164
This unlikely arrangement
would never have formed
303
00:14:46,200 --> 00:14:48,166
if it weren't for you,
Spider-Man.
304
00:14:48,202 --> 00:14:50,969
You guys were always
gonna be heroes.
305
00:14:51,005 --> 00:14:52,437
I'm just glad I got
to see it happen.
306
00:14:52,473 --> 00:14:55,257
SCARLET SPIDER: All right. All right.
Enough with the emotions already.
307
00:14:55,292 --> 00:14:59,027
Scarlet's right. Let's get this
loser back to a holding cell
308
00:14:59,063 --> 00:15:01,556
before we're late
for our own graduation!
309
00:15:03,334 --> 00:15:05,233
SPIDER-MAN: Take them
to the security floor.
310
00:15:05,269 --> 00:15:07,302
S.H.I.E.L.D.'s got some
nice accommodations ready.
311
00:15:07,338 --> 00:15:09,004
POWER MAN: Spidey!
312
00:15:09,039 --> 00:15:10,939
Just in time, webhead.
313
00:15:10,975 --> 00:15:13,141
Everyone's already arriving
for the graduation.
314
00:15:13,177 --> 00:15:14,209
Everyone?
315
00:15:16,313 --> 00:15:20,148
Whoa. I think we're
gonna need more chairs.
316
00:15:20,184 --> 00:15:23,352
Fury's back? Dr. Strange?
The Avengers?
317
00:15:23,387 --> 00:15:25,253
Well, what did
you expect?
318
00:15:25,289 --> 00:15:28,090
You've helped a lot
of people, Spider-Man.
319
00:15:28,125 --> 00:15:31,093
They just want to say
thank you. We all do.
320
00:15:31,128 --> 00:15:34,162
Without you, I'd still
be a criminal.
321
00:15:34,198 --> 00:15:37,024
Or worse, under Ock's control.
322
00:15:37,025 --> 00:15:39,707
Freeing you, Sandman, is
what anyone would have done.
323
00:15:39,708 --> 00:15:42,170
Nah-uh.
Not anyone, Spidey.
324
00:15:42,206 --> 00:15:43,972
You.
325
00:15:44,008 --> 00:15:46,652
Now go, enjoy your guests.
326
00:15:49,246 --> 00:15:52,622
Mom? Dad?
I'm so happy you came!
327
00:15:53,818 --> 00:15:55,818
Tony Stark?
I might faint.
328
00:15:56,053 --> 00:15:57,542
I'm your biggest fan.
329
00:15:57,543 --> 00:16:00,655
I saw the specs on the Mark 16 armor.
Genius!
330
00:16:00,691 --> 00:16:03,558
You definitely have
good taste, Mr. Cho.
331
00:16:03,593 --> 00:16:06,428
I've seen some
of your designs, too.
332
00:16:06,463 --> 00:16:10,665
Any interest in a position at Stark
Enterprises' Advanced Design Department?
333
00:16:10,701 --> 00:16:13,468
(SIGHS) Definitely
going to faint.
334
00:16:13,503 --> 00:16:16,338
An internship at Stark
is my dream!
335
00:16:16,373 --> 00:16:18,640
"Internship"?
Nice one, kid.
336
00:16:18,675 --> 00:16:20,442
I need you to run it.
337
00:16:20,477 --> 00:16:22,377
Yes.
338
00:16:22,412 --> 00:16:24,446
The ceremony's
gonna start soon.
339
00:16:24,481 --> 00:16:26,386
Shouldn't a certain
aunt be here?
340
00:16:26,387 --> 00:16:29,151
Ant-Man's over there. He can
be hard to spot sometimes.
341
00:16:29,186 --> 00:16:31,119
Different kind
of aunt, genius.
342
00:16:32,022 --> 00:16:33,321
May! Oh!
343
00:16:35,142 --> 00:16:37,009
Does this mean
you've caught him?
344
00:16:37,305 --> 00:16:39,044
Yep. Ock and
all his friends,
345
00:16:39,079 --> 00:16:41,108
the Securely-locked-up Six.
346
00:16:45,018 --> 00:16:47,953
Shame you didn't listen
to me, Spider-Man.
347
00:16:47,988 --> 00:16:50,735
Your aunt could have
been protected.
348
00:16:52,159 --> 00:16:53,925
Don't let him
bother you.
349
00:16:53,961 --> 00:16:56,027
Excuse me.
I've got this.
350
00:16:56,063 --> 00:16:57,195
Knock it off, Ock.
351
00:16:57,231 --> 00:16:59,197
When I first met you,
you scared me.
352
00:16:59,233 --> 00:17:01,166
But I've come a long way
since then.
353
00:17:01,201 --> 00:17:03,935
Instead of hiding,
I hunted you down.
354
00:17:03,971 --> 00:17:05,137
You didn't count
on that, did you?
355
00:17:05,172 --> 00:17:08,874
Oh, that's exactly
what I counted on.
356
00:17:08,909 --> 00:17:12,144
You didn't think my armor was
insulated from electric shock?
357
00:17:18,152 --> 00:17:19,151
May!
358
00:17:22,089 --> 00:17:27,125
Thank you for assembling my superior
Sinister Six for me, Spider-Man.
359
00:17:27,161 --> 00:17:33,098
This was entirely a set-up to bring us
all together inside the Triskelion.
360
00:17:33,133 --> 00:17:36,401
You and your little friends
played your parts perfectly.
361
00:17:36,436 --> 00:17:37,502
(GRUNTING)
362
00:17:37,537 --> 00:17:39,204
Leave her alone!
363
00:17:39,239 --> 00:17:41,272
I've done my research.
364
00:17:41,308 --> 00:17:44,209
I know all about
your Uncle Ben.
365
00:17:44,244 --> 00:17:47,312
May Parker is the only
family you have left,
366
00:17:47,347 --> 00:17:51,282
and I am going to make you
an orphan once and for all.
367
00:17:51,318 --> 00:17:54,085
I warned your nephew
of the consequences.
368
00:17:54,121 --> 00:17:55,635
This is on his head.
369
00:17:55,636 --> 00:17:57,222
- (GASPS)
- Do not worry.
370
00:17:57,257 --> 00:18:00,125
It will hurt him far more
than it hurts you.
371
00:18:00,160 --> 00:18:01,493
Stop! Please!
372
00:18:01,528 --> 00:18:04,229
You had your chance, Parker.
373
00:18:04,264 --> 00:18:06,231
I'll do anything!
374
00:18:06,266 --> 00:18:08,433
(GRUNTS)
375
00:18:09,236 --> 00:18:10,535
Anything?
376
00:18:11,438 --> 00:18:13,371
Hmm...
377
00:18:13,407 --> 00:18:17,308
Aren't you a big believer
in second chances?
378
00:18:17,344 --> 00:18:19,411
Then perhaps
I can give you one.
379
00:18:19,446 --> 00:18:24,182
I spent so much time trying
to replicate your powers,
380
00:18:24,217 --> 00:18:26,284
yet only recently
it occurred to me
381
00:18:26,319 --> 00:18:29,521
that I might be able
to do just the opposite.
382
00:18:29,556 --> 00:18:32,223
Inject yourself
with this serum,
383
00:18:32,259 --> 00:18:34,392
and your powers
will be gone.
384
00:18:34,428 --> 00:18:37,195
You'll go from being
the Ultimate Spider-Man
385
00:18:37,230 --> 00:18:40,098
to regular old
Peter Parker.
386
00:18:40,133 --> 00:18:43,368
Your days playing teenage
hero will be over,
387
00:18:43,403 --> 00:18:46,438
but you will
have saved your aunt.
388
00:18:46,473 --> 00:18:50,408
I'd advise against making
another poor decision.
389
00:18:50,444 --> 00:18:53,278
I've done a lot of good
as Spider-Man.
390
00:18:53,313 --> 00:18:55,113
But I've also made life
more dangerous
391
00:18:55,148 --> 00:18:57,415
for my Aunt May and
everyone else close to me.
392
00:18:57,451 --> 00:19:00,518
How many people have I hurt
by being Spider-Man?
393
00:19:00,554 --> 00:19:04,255
Now Ock and his Sinister Six are
reborn because I let them dupe me,
394
00:19:04,291 --> 00:19:07,192
bringing the bad guys right
to Aunt May and the team.
395
00:19:07,227 --> 00:19:08,426
Oh, this is all my fault.
396
00:19:11,098 --> 00:19:12,530
Don't worry about me, Peter.
397
00:19:12,566 --> 00:19:15,500
The world needs Spider-Man.
Don't do it.
398
00:19:15,535 --> 00:19:18,136
But I do worry about you,
Aunt May.
399
00:19:18,171 --> 00:19:20,138
I've already lost
Uncle Ben.
400
00:19:20,173 --> 00:19:23,374
He said, "With great power
comes great responsibility,"
401
00:19:23,410 --> 00:19:25,477
and here, now,
402
00:19:25,512 --> 00:19:28,413
the responsible thing to do
403
00:19:28,448 --> 00:19:30,348
is to stop
being Spider-Man.
404
00:19:36,223 --> 00:19:38,089
(GROANS)
405
00:19:39,559 --> 00:19:41,326
My powers. I...
406
00:19:41,361 --> 00:19:42,414
I think...
407
00:19:42,449 --> 00:19:43,361
(SIGHS)
408
00:19:43,396 --> 00:19:45,130
I think they're gone.
409
00:19:45,499 --> 00:19:47,298
(GRUNTS)
410
00:19:48,301 --> 00:19:51,202
Yes. It appears they are.
411
00:19:51,238 --> 00:19:53,487
No Spider sense.
412
00:19:53,522 --> 00:19:55,273
(LAUGHS)
413
00:19:55,308 --> 00:19:57,509
(GRUNTING)
414
00:19:57,544 --> 00:20:00,111
Nor Spider strength.
415
00:20:00,147 --> 00:20:02,413
And I will take care
of these.
416
00:20:02,449 --> 00:20:06,518
Spider-Man no more!
417
00:20:06,553 --> 00:20:08,486
(GASPING)
418
00:20:11,625 --> 00:20:14,492
You know I am
a man of my word.
419
00:20:16,296 --> 00:20:17,529
Peter!
420
00:20:20,233 --> 00:20:22,467
The... The joke's
on you, Ock.
421
00:20:22,502 --> 00:20:24,402
You may have de-powered me,
422
00:20:24,437 --> 00:20:28,306
but the greatest assembly of heroes
ever known is right outside.
423
00:20:28,341 --> 00:20:30,682
You picked the wrong day
to do this.
424
00:20:32,212 --> 00:20:33,945
(GRUNTS)
425
00:20:33,981 --> 00:20:37,983
On the contrary. You couldn't
have made this easier for me.
426
00:20:38,418 --> 00:20:42,487
Thank you for gathering all
of my enemies in one place.
427
00:20:49,496 --> 00:20:51,462
(CROWD CHATTERING)
428
00:20:59,639 --> 00:21:01,539
A hard-light shell.
429
00:21:01,575 --> 00:21:04,342
Those plans we found back
in the lab.
430
00:21:04,377 --> 00:21:09,314
Exactly. And yet, you still
never guessed my true plan.
431
00:21:09,349 --> 00:21:13,284
Not only have I invented a completely
impenetrable energy shell,
432
00:21:13,320 --> 00:21:16,969
but that shell is contracting.
433
00:21:17,004 --> 00:21:21,817
Just like you, the heroes
will finally be crushed.
434
00:21:22,005 --> 00:21:25,251
- Huh?
- DR. OCTOPUS: This is all thanks to you, Parker,
435
00:21:25,265 --> 00:21:30,123
and you are literally
powerless to stop it.
436
00:21:33,605 --> 00:21:37,848
Sync and corrections by masaca
- addic7ed.com -
437
00:21:37,898 --> 00:21:42,448
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