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- [♪ tense music playing]
- Holy crap! You're Spider-Man.

- He can be your--
- Dude at the desk!

[Nico] You're hanging out
with Harry Osborn?

In addition to being a vapid pretty boy,

he's the heir of a big business tycoon.

- [Mila] You are the man selling weapons?
- [Butane yells]

[Dr. Octavius] These people,

- this situation, it's all beneath me.
- [yells]

My name should be held in higher regard
than Stark, Banner, Osborn!

[Lonnie] I almost got jumped out there.

[Big Donovan] Her name's Carmilla Black.
She's lieutenant for the local riffraff.

You wanna protect your family?
Without us pushing back,

Gargan and Carmilla would be
knockin' on their front door.

[Lonnie grunts]

Big mistake, kid. [grunts]

[groans]

We should call you "Tombstone."

Kinda like it.

- Nico! I hope it's cool I invited Harry.
- Nice to meet you, Nico.

[♪ The Math Club feat. Relaye, Melo Makes
Music "Neighbor Like Me" playing]

[chorus] ♪ Hey there ♪

♪ There goes the Spider-Man ♪

♪ Spider-Man ♪

♪ Does whatever a spider can ♪

♪ Spider-Man ♪

♪ Spider-Man
Spider-Man ♪

-♪ There goes the Spider-Man ♪
- [Relaye] ♪ Yeah! Eh! ♪

♪ There we go
There we go ♪

♪ There we go again ♪

♪ Swinging through the city so fast
You can barely notice him ♪

♪ Wall crawler ♪

♪ You know what's after that ♪

♪ Friendly neighborhood
He's taking care of the habitat ♪

♪ Urban acrobat ♪

♪ Don't know where he find the time
Fighting crime ♪

♪ Humble beginnings
And now we flyin' high ♪

♪ Spi-Spidey sense
Superpower science kid ♪

♪ You don't think it's fair
I got the world's smallest violin ♪

♪ At the pinnacle
Perched at the top ♪

♪ It's daily and it never stops ♪

[chorus] ♪ Hey there ♪

[Relaye] ♪ Need my city,
my city it need me ♪

♪ A hero not a vigilante ♪

[chorus] ♪ There goes the Spider-Man ♪

[Relaye] ♪ Taking off the mask
I know what you see ♪

[chorus] ♪ Look out ♪

[Relaye] ♪ Know you want
a neighbor like me ♪

♪ Cleaning up Queens, NYC ♪

♪ And I do it even better with a team ♪

[chorus] ♪ Here comes the Spider-Man ♪

- [school bell rings]
- [lively chatter]

[Ms. Anand] After the Armistice,
negotiations were held to draft

the Treaty of Versailles.

It was signed on--
And remember this date, people.

- It'll be on the test.
- [whispers] Nico. Hey! Nico.

[Ms. Anand] I know you aren't
paying attention but June 28th, 1919.

- Can you get Nico for me?
- What? No.

[Ms. Anand] That was the end
of World War I.

- Please. It's important.
- Dude, leave me alone.

- I don't even know you.
- Oh.

Well, hi. I'm Peter.
It's nice to meet you. Now, do--

Hi. Is my teaching getting in the way
of your conversation?

You two can both see me after class.

- [grumbles]
- [chuckles nervously]

[school bell rings]

[Ms. Anand] Peter, I know you're doing
well in this class,

but that doesn't mean you can goof off
and distract the other students.

I'm really sorry, Ms. Anand.

Just focus up. I'd hate to see
another student placed on probation

after, well-- You probably already know.

[stammers] Yeah.

What do I already know?

[sighs] I hate
that I have to do this, but...

- [♪ solemn music playing]
- I warned you, Lincoln.

In spite of everything, this was gonna be
a season to remember.

Ain't gonna to be the same
without you, kid. Put her there.

- [sighs]
- [bag zips]

- [indistinct chatter on PA]
- [♪ solemn music continuing]

So, you're just done with the team then?

According to Coach, I am.

That's all you're gonna say?

[scoffs] You don't have to
explain yourself to him,

but I think I'm owed something

as someone you supposedly care about.

Pearl, I do care about you.

Then where have you even been, Lon?

Skipping your games?
Not showing up for class?

I... I don't understand.
What are you doing?

Look, I had to make a decision
for my family. They come first.

And they still need me.
This place... doesn't.

Lonnie, please. Nothing's been the same
since I drove you home that day.

There's more to this. Just talk to me!

- Maybe I can help.
- [sighs] No. You can't.

I've always tried so hard to live up to
how everyone here sees me.

It's a relief not to have to worry
about that anymore.

Lonnie. School isn't over!

Lonnie!

- Are you mad at me?
- [Nico] Of course not.

Then why are you ignoring me in class?

Because we have
a huge history test coming up,

and I don't wanna fail it?

- I guess that makes sense.
- You don't have to be paranoid, Pete.

I'm always honest with you,
just like you are with me.

Right. Well, then, honestly,
I feel guilty that I invited Harry along

to see the movie with us
without talking to you first.

I was worried you might have been upset.

Oh, that? Nah. It's cool, Pete.

I mean, a heads-up next time
would be nice, but no sweat.

Okay. Great. Heads up,
I want all three of us to hang out again.

Tonight. At my house.

- I don't know about that, Pete.
- [♪ quirky music playing]

I see enough of him online.

[sighs] This morning,
he made a sponsored post for luxury water.

It's just water, but more expensive.

Look, if you guys just spend
a little time together,

I think you'll become super good friends.

Oh, yeah? How'd you arrive
at that conclusion, Mr. Matchmaker?

Uh, transitive property?
If Peter plus Nico equals friendship,

and Peter plus Harry
also equals friendship,

then, theoretically, Nico plus Harry
should equal friendship, too.

- [chuckles]
- [bell rings]

Okay, okay. If it'll get you
to stop doing algebra with our names,

I'll come over tonight.

[Peter] Awesome! Because Nico plus Peter

- always equals a good time!
- [Nico chuckles]

I'm serious! Nico plus math equals
a homicidal rampage!

[Mr. Taylor breathes deeply]

No Lincoln again, huh?

[sighs] All right.

Well, you need a partner, Parker.
Join up with Pearl and Emma.

[♪ quirky music playing]

[Peter chuckles] Hey!
Guess we're a team now. This'll be fun.

[camera clicking]

[softly] Do you know what's going on
with Lonnie, though?

Who knows? One week, it's all going great,

and the next, he can't be bothered
to tell me what's really going on.

[♪ solemn music plays]

Forget that. [sighs] Forget him!

- Uh...
- Let's just do our lab work, Peter.

- [camera clicking]
- [♪ quirky music playing]

Who are you?

[horns honking]

- [man on TV] Today, Secretary of State--
- Lonnie? [chuckles] What a surprise.

- What, you catch an early train?
- Uh...

Yeah. Made good time.

- Oh, no practice?
- Canceled.

All right. Well, kick your shoes off
before you come in the kitchen.

- Just did the floors.
- [chatter on TV continuing]

- [sighs]
- [door closes]

Bull. I'm supposed to be
the screw-up, not you.

[scoffs]

You think I like lying to them, Dre?

It's not like I can explain
I twisted my life up for the One Tenth.

- [scoffs] All to save me?
- Yeah. Try bein' a little more grateful.

Man, it was the wrong call!
I've always had less to lose than you.

That's why I started rolling
with those guys in the first place.

Look, I just wanted a place
to feel useful.

Where people didn't know me
as your little brother!

- But you went and took that, too, huh?
- [sighs]

- Leave it, Dre. What's done is done.
- [scoffs] But, it's not done, Lonnie.

You can't hide what you're doing forever.

You think Mom and Dad won't
ask questions at graduation,

ready to take pictures
and you're not there?

- Where you goin' now?
- [Lonnie] Anywhere you're not!

[♪ suspenseful music playing]

[horns honking]

[Harry] Tonight sounds awesome, Peter.

Are you sure I'm not gonna be
a third wheel to you and Nico, though?

No. Definitely not!
Why would you think that?

Because, last time we all hung out,
I felt like a third wheel.

Look, I know it's hard to, like,
play catch-up

and force being friends with each other,
but don't worry.

I'll be there to make sure
everyone's gellin', vibin', havin' fun.

[Norman] Not too much fun.

I need my son back in one piece.
[chuckles]

[♪ orchestral music plays]

[chuckles] Wow. Mr. Osborn,
you look like a secret agent. Pew, pew.

Mm-hmm. Yeah. Not bad, Dad.

Just dressing the part
for a charity dinner.

I guess we're all taking the night off.
Deservedly so. Enjoy, boys.

Let me grab my bag from Pops' office,
and then we can head out too, dude.

[door handle rattling]

[gasps]

[door creaks]

[♪ mysterious music playing]

- Jeanne?
- [gasps]

- You're not supposed to be up here.
- [door creaks]

- Then why are you here?
- I'm, uh, friends with Mr. Osborn's son.

He gave me special access, but otherwise,
no one's supposed to be on this floor.

[Jeanne] Hmm.

Guess I did not realize that.
Catch ya later, skeeter.

- [door closes]
- All right. You ready?

[♪ chill music playing]

Ah! Hope you guys are hungry.

[whispers] I found the guac
in the back of the fridge,

- so just, you know, beware.
- Got it.

Now, I set up Ben's old VCR
and organized his movies for you guys.

And, just so you know,
I put all the R-rated stuff

that you definitely should not watch
right on top.

- [chuckles] You're the best, May.
- You are not so bad yourself.

Be safe, kiddo. And do not wait up for me.

- [Harry] Mm.
- So, how's everything tasting?

Mm! Hey, hey! What kinda caviar is this?
It's so sweet and chewy.

[scoffs]

- They're raisins, dude.
- Oh, for real?

I've never had 'em. They're bomb!

You've never had a raisin?

Nah. I definitely need
this recipe, though.

Your mom's an awesome chef.

She's pretty great.

But, uh, May's actually my aunt.

My mom passed away a while back.

Oh. I'm sorry, I shouldn't have assumed.
Hey, my mom's not around anymore, either.

[Nico] Hmm.

You know,
Nico actually lives with a foster family.

So, that means we all...

Huh? Huh?

- [clears throat]
- Not exactly a killer icebreaker, Pete.

Okay. Okay. New idea.
I have something perfect.

[♪ playful music playing]

- Let's watch an old movie.
- Yo! Are those VHS tapes?

- [laughs] Totally vintage.
- [laughs] That's insane. Let me see.

- [gasps] Oh, this looks great.
- So does this.

- Oh, uh... Let's, uh... Let's watch yours.
- Oh, no, no! Yours. I, uh... insist.

No. Mine might be too scary.

So, uh, your pick it is.
You don't need to be nice.

Oh. [chuckles] I'm not being nice.

I just feel like
the movie you picked is superior,

- even though I haven't seen it.
- [Nico] That doesn't make sense.

[Harry] It does.
You look like a movie pro.

[Nico] You look like
you walked out of Sundance.

[Harry] Wait. Was that a compliment or--

Guys, it's cool. Nico wants a slasher,
and, Harry, you want an action movie.

That's no problem because we got Predator.

- Nice!
- Cool.

[♪ playful music continuing]

Uh...

- [Nico] Ah! What happened?
- [laughs]

- [Harry] I think it tried to bite you!
- [phone chimes]

Yo, Peter, you're gonna need
to explain how to...

[♪ playful music continuing]

Everything okay, Pete?
You seem distracted.

No! This? I... I don't care about this.

- Tonight, I'm hanging with you guys.
- [phone shuts down]

[woman on mic] Lagos will never be
the same after the tragic loss of life

we all witnessed during
the Avengers' actions there.

But the road to recovery starts here.

Which is why I want to personally thank
some of our top donors

to the disaster relief effort.

- Mr. Norman Osborn, Oscorp.
- [applause]

- Mrs. Eleanor Bishop, Bishop Security.
- [applause continuing]

Oliver Kingsworth, Kingsworth...

- Good to see you.
- Excellent.

[♪ suspenseful music playing]

- [Norman] Secretary Ross.
- Mr. Osborn. Enjoying the party?

Of course.
The bacon-wrapped dates were well worth

the $100,000 check I cut for the cause.

[chuckles] Pretty soon, organizations
like this won't have to rely on you

to bankroll clean-up anymore.

The unstable status quo will be
greatly tempered,

now that the Sokovia Accords
are in effect.

I'm sure. Although we both know
not everyone has fallen in line

with the Accords.
How is the search for Steve Rogers going?

[chuckles] That's classified, of course.
A bit above your substantial pay grade.

Well, rest assured, Mr. Secretary,
you can add Oscorp

to the chorus of support.

Anything you need,
we graciously offer our services.

Whether that be in the form
of government contracts

or assisting you
in bringing in any rogue Avengers

that are in violation of the Accords.

And, in the interest of transparency,
you should know

we have recently been deploying
a superhuman asset

- of our own here in New York.
- [Ross] Is that so?

[Norman] Spider-Man.
Obviously, I am more than happy

to cooperate with registration,
but what I provide must remain classified.

- Proprietary secrets.
- Oh, we can keep this quiet.

As long as you're willing to sign
on behalf of this John Gallo.

I'm glad we could come
to an understanding.

I have big ways

- to expand on this project.
- [beeping]

Ways for Oscorp to provide cutting-edge
security solutions worldwide.

You might wanna start
with security solutions

- for your own building.
- [♪ suspenseful music continuing]

I'll look into that.

- [men shouting, helicopter hovering on TV]
- [dice clatter]

You have to roll doubles
to get out of jail, Harry.

Whoa, whoa, whoa, I thought I had
a "Get Out of Jail Free" card.

No. You traded it to me
for my pink trivia wedge.

Right. Well, I'll trade it back
for your battleship I sunk.

Peter can't trade again until he's
out of the chocolate swamp, remember?

[all laughing]

Told you guys it'd be fun
to try to play every game at once.

[chuckles] I was winning! I think.

- [chuckles]
- [phone ringing]

What? I never agreed
to turnin' my phone off.

That was a you thing, Peter.
'Sup? You got Harry.

[Norman on call]
Harry, put Peter on the phone.

Oh. Hi, Dad. It's for you.

[Peter] Mr. Osborn. Is everything okay?

[whispers] There's been a breach reported
on the crown floor at Oscorp Tower,

and the on-site security
is not responding.

I need you to suit up and investigate.

But I thought you said
this was like a night off.

- 'Cause we kinda just started to--
- Peter, this'll be quick.

I just need you to ensure
Oscorp is not compromised.

I wouldn't ask if it wasn't important.

- Right. Okay.
- [Norman] Much appreciated.

I'll circle back soon.

- [men grunting on TV]
- [beeps]

Uh, sorry, he was asking my opinion
on some Oscorp stuff.

Must've been big
to need an answer so fast.

Oh, yeah. I mean, he... he was gonna...

[chuckles nervously]
change the name of the company.

He was like, "What do you think? OsMart?"

And I was like, "No. You know,
you should stick with Oscorp."

Wow. He must have gotten hammered
at that charity dinner.

All right.
Well, uh, let's rewind the movie.

I totally lost track of what was going on.

Actually, while I was back there,
I saw we were out of soda,

so I'm gonna just run really quick
and buy some at the corner store.

[both] I'll come with you.

Uh, that's okay! Just, no, relax.
Sit tight.

Watch the apartment, and make sure
no one robs us, please. [chuckles]

[both] Hmm? Hmm.

- [sighs]
- [♪ intense music playing]

[vehicle approaching slowly]

[♪ tense music playing]

[horns honking in distance]

[clicks]

[♪ tense music continuing]

[gasps]

- [woman exclaims]
- [panting]

- Whoa!
- Oh, you good?

- [man] Yeah.
- [engine revving]

[woman] What is he doing?

[panting]

- [vehicle approaching]
- [gasping]

[tires screech]

[sighs]

[gasping]

- [♪ tense music swells]
- [tires screeching]

[grunting]

[grunts]

[whooshes]

[sighing]

[siren blaring in distance]

[♪ sinister music plays]

[♪ suspenseful music playing]

[footsteps]

- Out cold.
- [alarm buzzing]

[man on TV] Come on, man.
You gotta hang on.

- Please.
- Hmm.

- [man] It's cold. It's cold.
- [clears throat]

- [sighing]
- [man] I promised you and your family

I would get you home safe.

[♪ whimsical music playing]

- So... Uh...
- Hey, I wa--

- Sorry. You go.
- That's okay.

I didn't have anything after "so".

- [Harry scats softly, sighs]
- [Nico] Hmm. [sighs]

I wonder what's taking Pete so long.
[chuckles] I'll call him.

Yo, are those Tarot?

Huh? Yeah. I... You know what that is?

Totally. I'm actually super
into that type of... spiritual stuff.

- Really?
- [chuckles] Uh, yeah. Check it out!

This is lapis lazuli. Look.

- I could give you a reading if you want?
- Dude, let's do it! Read me!

[man on TV] I see it. The light.

[grumbles]

- [alarm buzzing]
- [footsteps running]

Huh?

[door closes]

Stop right... there?

[♪ tense music plays, John Paesano
and Braden Kimball "Daredevil Main Title"]

Don't mind me. I was just leaving.

Aw, so soon? We were just getting
to know each other. Hang out for a while.

[grunts] Huh.

- This stuff is sticky.
- Yeah. It's web.

I'm a spider. It's kinda my thing.
Isn't that obvious?

Not from my perspective.

But I'll make [grunts]
a mental note of it!

[whooshes]

[whooshes]

- What? I guess you saw that coming.
- Eh. Not quite.

[♪ intense music playing]

[groans]

- [grunts]
- [exclaims]

[both grunting]

[both grunting]

[groans]

[exclaims]

Whoa, man! We're so high up.
This is incredible! [chuckles]

Definitely top five super-battles for me.
What about you?

I don't really keep track, kid.
But, yeah. It's pretty cool.

[Spider-Man grunts]

You're... really good... at fighting.

- Thanks. You're not. [grunts]
- [Spider-Man grunts]

[groans] Whatever!
I'm definitely getting better.

And if I catch the actual devil...
[grunting]

during a B and E...

[grunts] that's gotta make me, like,
the greatest crime fighter of all time.

I can tell you're young.
You're trying to do the right thing.

- But this isn't it.
- [Spider-Man exclaims, groans]

[♪ intense music continuing]

Are you really lecturing me
on what's right and wrong

when you're dressed like that?

[Spider-Man grunts]

I'm trying to help you understand
what's really going on.

- Osborn is hiding something.
- [Spider-Man groans]

[grunts]

Everyone's hiding something.
Including you.

Or did you forget you're wearing a mask?

[clanging]

[groans]

Sweet dreams, kid.

[♪ music fades]

The Devil means you must contend
with the darker forces that hold you back.

Cool, cool.
So, now I flip the other card over

and try to find the match, yeah?

What? I... I thought you said
you were into this stuff?

I am! But, like, [chuckles]
as fashion accessories.

I don't actually believe in it.

[sighs] Forget it.

Uh... [sighs]

Look, sorry, Nico. I really appreciate
you giving me a chance here.

I don't make a lot of friends, okay?

[chuckles] It's lucky I even met Peter.

Yeah. Pete's great.
That's why we're best friends.

Yeah. I know! And I think that's awesome,

because Peter's so awesome.

[chuckles] So, like, you two probably have
an awesome friendship.

Absolutely, we do.

And I'm not trying to come between that.

Don't worry. You can't.
Pete and I have each other's backs.

Been like that since day one.

[chuckles] Yeah. I can totally tell.

We're a dynamic duo, you know?
We tell each other everything.

Everything?

- Even, you know...
- [♪ whimsical music playing]

Know what?

Peter's secret?

His secret? Yeah. All of them.

[gunfire, screaming on TV]

- You'll have to be more specific.
- [whispers] Peter's a...

[exclaims]

[Norman on call] Gallo,
put Spider-Man on the phone.

- Give me a sitrep.
- [Spider-Man] Okay. What's a sitrep?

- [sighs] Tell me what happened.
- Oh, right. Well, it was a break-in.

There was this guy dressed like a devil,

- and he said you were hiding something.
- [♪ tense music playing]

[Norman] Stay there.
We'll talk this out in person.

Wait. Mr. Osborn, I can't.
Nico and Harry are waiting for--

[Norman] I'm pulling into the garage now.
Just wait. I'll be up shortly.

And I'll explain everything.

[♪ tense music continuing]

[phone beeps]

[Norman] I know what the thief
must have been after.

I've been doing research

into the devices you encountered
on those criminals.

You have? Uh, since when?

Since I first saw them and had a suspicion
about where they came from.

- Otto Octavius.
- Who's that?

A gifted scientist. Not unlike you, Peter.

He's a mind with unlimited potential,
and unlimited vision as well.

I brought Otto into the fold
at Oscorp years ago

because I believed in him. In his ideas.
He was great for the company.

Well, if he's so great,
why is he turning every crook

in New York City into walking weapons?

Because he could never
quite get over himself.

Otto hated sharing recognition with me
for what we accomplished at Oscorp.

After everything we'd been through,

he stole the projects
we worked on together

and took them underground.

- [keyboard clacking]
- [computer chimes]

This is a modular smart alloy
we were developing

to protect U.S. soldiers.

You encountered it being used
in that young woman's arm blades

at that jewelry heist.

This could've been revolutionary.

And he's just repurposing it
and giving it away?

It's shameful what he's been reduced to.
All because of his own arrogance.

Because he couldn't stop believing

that the world owed him something
for his brilliance.

Money, fame, respect.
Even if he got all three,

I don't think he'd be happy.

If we stop Octavius,

we stop his designs
from getting into the wrong hands.

[sighs] I wish I'd known this sooner.

I couldn't pin the blame on Otto
until I knew for sure it was him.

But now that he's sent that devil
to try to dig into my files on him,

there's no question.

Well, are you sure
they're workin' together?

'Cause the guy I fought tonight
wasn't like the others.

He was trained and smart.

And he didn't rely
on some gimmicky piece of tech.

Sounds like a professional.

Otto hired someone reliable for this job,
because he knows he's in trouble.

The truth is,

because his Octavius Tech is modified
from old Oscorp designs,

I think we can track him down through it.

- Really?
- It'll take time,

and we'll have to figure out
what type of power he's using

to get this gear operational.

But, yes. Really.
Otto knows I'm coming for him.

And he's too scared to face an old friend.

Oh, crap, my friends!
I have to get back. Bye, Mr. Osborn!

[♪ whimsical music playing]

[sighs]

[keyboard clacking]

[♪ whimsical music continuing]

[panting] Hey! The bodega was out of soda,
but I got ice.

No soda? Bummer.

Are you sure Spider-Man can't
get us some, Pete? [chuckles]

He's in there, right? Ha-ha.

[chuckles nervously] I've--
What are you talking about?

- Harry was trying to tell me that you're--
- [gasps]

[♪ tense music builds]

[Nico gasps]

Uh...

- Okay. Nico, I...
- [sighs]

I... I gotta go.

- I thought she knew!
- [sighs, groans]

[footsteps approaching]

Carmilla hasn't made
any more moves against us.

She was probably just trying
to freak you out.

[♪ suspenseful music playing]

If you're worried, you can stay
the night here. We'll keep you safe.

Yeah. Thanks, Don.

[♪ suspenseful music intensifies]

The plan worked.
He led me right to their hideout.

- I've got eyes on 'em.
- Good work.

- [fire crackling]
- [Dr. Octavius] Mr. Gargan,

let me just say, you're gorgeous!

[whirring]

- [cackling]
- [♪ tense music swells]

[♪ music fades]

[♪ closing theme music playing]