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[Nico] Since the day we met,
he's been like a brother to me,

but he's been keeping this major secret.

He didn't trust me enough
to let me into this huge part of his life.

It's one thing to risk your own life,

but it's another thing to be willing
to risk the people closest to you.

Things have been different
without having Uncle Ben around,

but you've always been here for me.

One of the last conversations
I had with Otto was about Gamma.

I think we can track him down through it.

[Peter] If we stop Octavius, we stop his
designs from getting into the wrong hands.

[Pearl] Dre told me everything.
He's worried about you, Lon!

- Just let us help you.
- I don't need your help.

[Mac distorted] Knock, knock.
[laughing maniacally]

[Spider-Man] Lonnie? What's he doing here?

- Pearl!
- [screams]

[Spider-Man] This was super fun,
but I think it's time to wrap things up.

[screams]

[Spider-Man] Mr. Osborn, I need your help.
Mr. Osborn, please.

- [beeps, trills]
- I found you, Otto.

[screams]

[Norman] I'm getting reports
that your suit has been punctured.

- That shouldn't be possible.
- It's possible. [groans]

[Norman on speakers] Spider-Man! Climb on!

[♪ tense music playing]

[♪ "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 ♪

[Mac laughing echoes]

- [grunting echoes]
- [whirring]

[yells]

- [EKG beeping]
- [♪ ominous music playing]

- [oxygen hisses]
- [Peter breathing heavily]

[echoing] He's just a kid.

[nurse] BP dropping, prep the crash cart.

[sloshing]

[weakly] Wait-- Don't--

[Norman] Give him some space, everybody.

What's his status?

[inaudible]

[♪ music swells]

- [♪ music stops]
- [groans]

[birds chirping]

- [groaning]
- [EKG beeping]

Ow.

[gasps]

- My mask...
- [Norman] It's okay, Peter.

No one has seen your face.

It's just me in here with you now.

- [weakly] Mr. Osborn--
- [Norman] You're healing remarkably fast.

- Another gift of your unique physiology.
- Where...

- Where am I?
- Oscorp's experimental medical wing.

My doctors monitored you overnight.

Overnight? I--
Mr. Osborn, I gotta talk to May.

I had Harry call and tell her
you were spending the night at our place.

- Oh. So, she--
- Has no reason to worry.

Okay... But the scorpion tail guy
I was fighting, he...

he's still out there, right?
I... I gotta stop him

- before someone gets hurt.
- Slow down.

He won't last.
That maniac has a target on his back

from every law enforcement agency
in the city.

Octavius is the real threat,
always has been.

And thanks to you, I found him.

[groans] Let's end this, then.
Nobody else gets hurt. I... I'm ready.

I'm afraid that's not an option.

The Spider-Man suit sustained heavy damage
during your encounter with the Scorpion.

- It's... totaled.
- [♪ somber music playing]

That's okay.
What about one of the other designs?

I... I'll wear the bumblebee wings.
I don't care.

- No. You need to to rest and heal.
- [gasps]

I'll alert the proper authorities
to handle Octavius.

[sighs]

I went up against the Scorpion,
and I lost.

When people get hurt,
or worse, that'll be on me.

And I just don't know
if I have the power to stop him.

Peter, you doubt yourself
because you're holding yourself back.

The second you embrace
the true power of your abilities,

you'll be unmatched.

I don't wanna see you get hurt again,
but I'm afraid it will keep happening

unless you push yourself
to that higher level.

If you're not willing to do that,

- then maybe our work together should end.
- [gasps]

Because that's the level
I need Spider-Man at.

- That's the level I need you at, Peter.
- [♪ tense music playing]

As soon as you're able,
you can head home to your aunt.

Miss Porter, please get me Secretary Ross.

[sighs]

[♪ pensive music playing]

[keyboard clacking]

[♪ pensive music continuing]

- [Asha screaming]
- [gasps]

[panting]

- [squeals] It works! It works!
- [students groan]

Too bad my ears don't anymore.

- [gasps] Peter.
- Is everyone okay in here?

- Uh, yeah. Are you okay, dude?
- [all gasping]

- Did you get mugged?
- Yeah. Yeah.

Stable output. Strong current.

It's functioning perfectly.

Just as your calculations predicted.

Yes, even I have to admit
this is a bit of a breakthrough, Parker.

Uh, a minor breakthrough.

Like breaking through a wall
of wet tissue paper.

You three better hope your projects
match this level of... adequateness.

[chuckles] Oh, you haven't seen anything
yet, doc.

If I don't deliver something
better than that,

my pride will be as bruised
as Pete's face.

- [Asha] Hey.
- Not funny, Cho.

- Apologize.
- My bad, bro.

- We're good, right?
- [Jeanne scoffs] He's like a child.

Peter? Was Jeanne right? You were mugged?

What? Oh, yeah. It's like they said.
[chuckles] Wrong place, wrong time.

I'm sorry that I missed
our demonstration, Dr. Connors.

Mr. Osborn has me working
on a special project.

Is that why they're turning
this place into a zoo?

[animals chittering]

No, I actually don't know
anything about that.

Are you sure you don't need
any help from me?

[stammers] No, don't worry about it.
Go home and get some rest.

You've been an integral partner
for this whole experiment.

I'm sure Mr. Osborn noticed that,

and that's why he expects
such big things from you.

And I would hate to let him down.

I think I already have.

Thanks for everything, Dr. Connors.

[instructor on video] You are the warrior.

- Hi, May! I'm home. I'll be in my room.
- [instructor] You are strong.

Hey, Peter. Peter, I watched The Bachelor
last night without you.

You have to hear-- [gasps]

Oh, my gosh. What happened?

I don't know.
[chuckles] You were about to tell me.

It's fine. It's fi-- May, don't freak out.

Harry was just teaching me to skateboard,
and it didn't go well.

[May] Uh, nuh-uh.
No, no, that's not how this works, kid.

Now, we are supposed to be a team,

and if you're gonna stay out all night,
I need to hear it from you.

And if you come home beat up,
I deserve to know why.

I just don't want you to worry.

Well, too bad. I'm gonna worry. A lot.

I care about you, Peter.

[♪ emotional music playing]

- [gasps]
- I just...

- I keep screwing everything up, May.
- Oh.

[sighs] Nico's mad at me,

Mr. Osborn's probably
so disappointed, and I--

[breathes deeply] I feel like
there's so much that I have to do,

and so many people
that I have to do right by,

and if I can't handle that responsibility,
then I'm weak.

I'm afraid I'll never be strong enough
to be who I'm supposed to.

- You already are, Peter.
- [♪ inspiring music playing]

And you're stronger
than you give yourself credit for.

Look, the world has put you
through the wringer.

And... And so much is changing
that it's okay to be scared.

That's not a weakness.

I was scared too, you know.

When it became just you and me.

I mean,
I thought Ben would be here to help me.

May, it's okay.
You have been more than enough.

No, [sighs] Peter, I love you,
and I'm here for you. But...

- But you're growin' up, and...
- [sighs]

I know Ben could have been
your role model.

You just deserve someone like him
to talk to, someone you trust,

like you trust me.

Well, I'm glad that I have you.
I love you, too, May.

[chuckles] Look,
can I just get you to promise

you won't try skateboarding ever again?

'Cause seems like you're really bad at it.

- [grunts]
- Ooh.

[both chuckling]

Sure. You got it.

[horns honking]

[♪ romantic jazz music
playing on speakers]

- [call ringing]
- [system chimes]

- Hello, sir.
- Vincent, why are you contacting me

during my private brainstorming hours?

I just happened to be nearby

and thought I'd check in
and see if you need anything?

What I need is for you not to disturb me
when I'm doing cutting-edge research.

You're playing that game again,
aren't you?

[cat meowing in video game]

I'm just farming XP until
the developers patch the exploit I found.

Besides, I also just finalized a deal
to acquire a sampling

of one of the Earth's rarest metals.

The applications will be endless.

[Vincent] Did you remember
to eat something, sir?

[cat meowing]

I'm a grown man, Vincent.
Of course, I did.

[Vincent] I could bring you
some leftover soup if you're hungry.

I won't decline that offer.

But we have nothing more
to say to one another until then.

[system beeps]

[warehouse door opening]

Vincent? That was quick.

- [door slams]
- Otto Octavius,

you're in violation of the Sokovia Accords

for the illegal harboring
and selling of Gamma-powered weapons.

- Hands up, Doctor.
- Oh.

- This is not ideal.
- [officer] Hands up, doc.

Well, you asked.

- [snaps fingers]
- [whirring]

- [♪ upbeat jazz music playing]
- [groans]

[groans]

[whirring]

- [officer] Heads up!
- Stop! Stop, don't come any closer.

[groaning]

[officer] Move, move! Move!

[grunting]

[yelps]

[screams]

[exclaiming]

[whimpers] Get away!

[officers shouting]

- [♪ upbeat jazz music continuing]
- [gasps, screaming]

- [officer 1] Watch your six!
- [officer 2] I can't see him.

[officers grunting]

Don't let him escape.

[gunfire]

[beeps]

- Everybody down!
- [officer 1] Back up! Take cover!

[officer 2] Back up! Back up!

[sounds muffled]

[♪ upbeat jazz music continuing]

[officer] Drop the... Whatever that is.

[laughs]

- [chimes, whooshes]
- [officers groaning]

- [officer 1] My ears!
- [officer 2] No! No!

[officer 3] My head!

[Dr. Octavius] Yes, yes,
you're in tremendous pain.

You think I don't already know that?

[♪ upbeat jazz music continuing]

[clanking]

Freeze, doc.

[whirring]

- [electricity crackling]
- [groans]

I hope those seven seconds
of valor were worth it.

- [♪ music ends]
- [whirring]

- [sirens blaring]
- [officer] Freeze! Don't move.

Give it up, Octavius.

[chuckles] My apologies,
but I'm in a rush.

I don't have any change to spare
for the VFW.

[whooshing]

- [clanks]
- [grunts]

[♪ heroic rock music playing,
"The Avengers Theme"]

[whirring]

You're busted, Bowl Cut.
Iron Man to the rescue.

[groans] Someone called in the cavalry.

- Ross.
- Stark.

[♪ music ends]

[breathes deeply]

Nico.

Nico, wait. [echoing] Wait.

[♪ eerie music playing]

[panting]

[Norman] That's the level
I need Spider-Man at.

That's the level I need you at.

[♪ eerie music continuing]

[screaming]

[screams]

[choking]

[gasping]

[Pearl screams]

[Peter grunting]

[screams]

[gasping]

[sighing]

[groaning]

[helicopter whirring in distance]

[sighs]

[♪ emotional music playing]

[call ringing]

[sighs]

[recording] Yo, it's Nico.
Leave a message or whatever.

Nico, it's, uh, Peter... Parker.

I wish I could say something better
than just "Sorry,"

but I'm trying to come up with more now,
and all I'm doing is sort of rambling...

on a voice mail message, and I--

You know, I don't know
if you check your voicemail.

I don't [chuckles nervously]
check mine, really.

[sighs] Okay.

I know I hid this from you.

The other me, but it happened so fast,

right when we first met, and...
and I didn't know how to ever say it,

and I thought I wouldn't have to.

But I should have so,
I could've explained then what I'm doing.

Why I'm doing it.

[sighs] I'm just tryna do the right thing.

- [phone vibrates]
- [gasps]

- Pearl?
- [Pearl] Yeah. Hey, where are you?

We need to finish our assignment
for Mr. Taylor's class.

- We do? Oh, right! Right.
- [♪ upbeat music playing]

[Pearl] Emma's running late,
but she should be on the way to my house.

I thought you would be here by now.

Sorry. I'm... I'm coming. Don't worry.

- May, I'm going out.
- [door opens]

Okay, I love you. Be careful!

[sighs]

[♪ upbeat music continuing]

- [panting]
- [doorbell rings]

[Peter sighs]

- Hey, Pearl. Sorry, I'm--
- Late, yeah. It's all good.

Emma texted that her dog's grandma died
and bailed on us.

So, honestly,
you get points just for showing up.

Well, condolences to Emma's dog's family.

[chuckles]

[door closes]

You okay? Kinda looks like
you had a rough weekend.

- Yeah.
- You are not alone. [sighs]

But nothing like homework
to get your mind off your problems, right?

Totally. [chuckles]

Uh, what are we supposed to be
doing again?

I must not have been
paying attention last class.

We need to sketch out molecular diagrams
for different elements and compounds.

- [♪ chill music playing]
- I guess we can start with Argon.

Oh, Argon's easy. 22 neutrons,
two-eight-eight shell structure.

[chuckles] Wow. Didn't realize you were
such an Argon fan.

- I don't even know anything it's used for.
- Welding, actually.

[chuckles] You do a lot of welding?

[chuckles] No. Just, uh,
when I made my... bracelets.

[chuckles] I think
you need to grow your hair out

if you wanna be
a Brooklyn bracelet guy, Petey.

[both chuckle]

You'd look good with long hair.
Kind of a surfer, beachy vibe.

- I love the beach.
- Same!

One summer, I made Ben take me
to Coney Island, like, six times.

He got really sunburned. [chuckles]

You should see the beaches we have
in the Philippines.

My family goes back sometimes,
and it's always like a whole other world.

- [doorbell rings]
- Oh, uh...

Weird. You think Emma grew a conscience
and decided to come help after all?

- [horns honking]
- [gasps]

You... You weren't answerin' your phone.
I just came by to see how you were doin'.

Well, Lonnie, been better.
Listen, now is not a great time.

Somethin' up?

It's just, Peter and I were in the middle
of working on a science project.

You know, for the class you dropped.

Oh. That's cool.
I... I can come back later.

- [gasps] Um...
- [♪ emotional music playing]

Sorry, I'll just be a sec.

[door closes]

What happened on Friday
with that guy, Gargan...

- [sighs] I wish you hadn't been there.
- Did you know he was gonna show up?

- He wanted to kill all of you.
- No doubt.

Everyone in that gang
is probably running for it now.

You can finally get out too, Lon.

[sighs] I don't think so.

They won't come after you.
They've obviously got bigger problems.

I'm not worried about that.
I can't abandon the One Tenth.

They're gonna try to take down Gargan.

- They need me.
- [gasps]

You're kidding.
You don't owe them, Lonnie.

Yeah, I do. They had my back
when the Scorpions really rattled me.

And they put their bodies on the line
to help protect us Friday night.

[scoffs] I'd be thanking
Spider-Man more than them.

Look, I'm bein' straight up
with you right now.

I need to see this through with them.

Then there's nothing more to say.

If you go back,
I want nothing to do with you.

I understand.

Guess this is goodbye then.

[♪ emotional music continuing]

[sobbing]

[sniffling]

Sorry about that. [sniffles]

Petey?

- [wind whooshing]
- [♪ suspenseful music playing]

Wait, Lonnie, listen to me.

Parker! What the-- How... How did you--

You can't go back to that group. Please.

Dude, I appreciate the concern,

but you don't know
what you're talkin' about.

I know more than you think,

and you're putting yourself
in serious danger.

Lonnie, I am begging you.

I really think you're making a mistake.

Then it's my mistake to make.
I know you might not understand this,

but I've had to make
a lotta mistakes lately,

for my family's well-being.

So, I don't have the luxury
of sitting around with Pearl

and focusing on science homework like you.

Look, I get what you're tryna do,
but I gotta do this.

So, please don't get in my way.

[breathes deeply]

[♪ soft emotional music playing]

[sirens, horns blaring in distance]

Hey, May, I'm back.

- [door closes]
- May, you home?

[sighs]

[May] You just deserve someone like him
to talk to, someone you trust,

like you trust me.

[breathes deeply]

- Um... Mr. Osborn?
- Peter... Hello.

- Good to see you're doing better.
- Yeah, man.

So glad you're okay.
You have no idea how worried we were.

[chuckles] Thank you.
Yeah, no, I'm... [sighs] I'm fine.

- Harry, give us a moment.
- What? But-- No, Dad.

- I won't ask again.
- I'm a part of this team, too.

Unless Peter asks me to leave,
I'm staying.

Oh. [chuckles] Is that right?

[grumbles]

Sorry. He needs to get better
at reading the room.

There's something on your mind,
isn't there?

I'm not sure I should even be talking
to you about this, Mr. Osborn,

- based on our earlier conversation...
- [♪ tense music playing]

but... [sighs] Spider-Man is supposed
to help people.

I mean, he's supposed to keep bad things
from happening.

But Spider-Man got beat,

and earlier, I found out one of my friends
is about to go after the Scorpion.

I... I tried to talk him out of it,
but I can't even do that.

I'm tryin' to be better
like you told me to, sir,

but I don't know how. How do I get better?

Peter... If you have to ask,
then you're missing the point.

The other night,
the Scorpion almost killed you.

Do you know why?

Because you held back, and he didn't.

You may pull your punches,
but your opponents don't.

You shouldn't fear
your own strength, Peter.

You don't run from power. You embrace it.

[Norman] Take it from me.

With great power comes great respect.

[♪ tense music swells]

[Norman] And if you don't have respect,
you have nothing.

You need to give the world
a reason to respect you.

[knock on door]

- The car is ready for you downstairs, sir.
- Great. Be right there.

I have a small errand to run,
but it shouldn't take too long.

You're welcome to wait here
until I get back. With Harry.

Come on back in, son.

So... [stammers] What was that about?

[♪ tough hip-hop music playing]

[dog barking]

Oh, man, why the hell
did you call us here, Don?

I told you. I got a lead
on where Gargan got his little "upgrade."

Oh, yeah?
Well, it seems like you got played,

and now we all standin' around here

like an all-you-can-stab buffet
for the Scorpion.

- You don't talk to Don like that.
- [thug 1] Dozer, come on, man!

- Back up off me, Dozer.
- [thug 2] Dude, chill!

- [both grunting]
- We're family, Dozer!

- Hey, hold up. Doze, come on.
- [both grunting]

I know y'all ain't stupid enough
to be doin' Gargan's job for him.

Cut it out.

[man in Russian accent]
It's a pity that this

is who I'm reduced to dealing with.

- [♪ mysterious music playing]
- Such inelegant gangsters.

Oh, you're here.
And why you look like a damn mummy?

Secrecy is for the best. My face has had
a recent string of bad publicity.

Hey, get a new one then.
This is what we scraped together.

- [♪ tense music playing]
- Now... tell us what you know.

Right. The man you are interested in,
Mac Gargan, he has become almost like, uh,

Iron Man with a tail.

- He's a scorpion.
- Okay. I don't really care.

The point is, it was likely done
by a doctor named Octavius.

What kinda doctor turns people into...
that?

Not sure. I never met the man myself,
but my accomplice did.

And she came out of the experience
a very different woman.

How do we know
you're not makin' all this up?

[chuckles] You don't. But you're paying me
with practically pennies here,

so you should take whatever you get.

This is where my crew was set to meet
with Octavius, his so-called lab.

[Big Donovan] Yo, Tombstone,
bring that over here.

You want gear? That's where to get it.

But move quickly.

You've seen the good doctor's inventions
are not exactly subtle.

Now you know everything I do.

Farewell, Donovan, Tombstone, and...

and the rest.

Hmm?

Finally, people...
We're gonna even the playing field.

[thugs hesitating]

You heard Don. Gargan's days are numbered!

- Yeah! One Tenth! One Tenth! One Tenth!
- [thugs cheering]

[chuckling]

- [thug] Yeah, come on!
- [Big Donovan] Yeah. [chuckles]

Swish. So, yeah,
I dropped Nico off after that,

and [chuckles] things seemed cool
between us.

You might still have some work
to do though.

Yeah. Mm-hmm.

Uh... Are you listening?
You seem really antsy.

Of course, I'm antsy! Your dad...
basically said that he and I might have

- to stop workin' together.
- Wait. What?

Is he gonna bill me for the money he spent

on Spider-Man's stuff?
Because I do not have

- a zillion dollars lying around, dude.
- My dad wouldn't do you that dirty.

He's probably just playing hard ball.
What did he say?

That I need to step up.
I need to get better.

I have great power, so I should use it
so people will respect me.

I mean, he has a point.

Okay, you're not helping.
Go back to shooting imaginary hoops.

- No, like, my dad has a lot of power...
- [♪ pensive music playing]

...and he has a lot of respect,

but he is not Spider-Man. You are.

So, what Spider-Man needs to do
should be up to you.

[alarm beeping]

[dispatch on speakers] All units.

An emergency situation
reported in Midtown.

Truck hijacking in progress.
All units respond.

I mean,
that's what Spider-Man needs to do.

- He needs to get back out there. [sighs]
- [dispatch] Family dispute.

- 72 west, 21st street.
- But I still don't have a suit.

Yeah, you do.

[♪ upbeat heroic music playing]

[whirring]

You said you wanted to add some color,
so I started chatting

with some of Oscorp's engineers
to see what they could do.

I also shared a couple pics of those
doodles you keep in your notebook.

I-- Harry...

I know, right?

[dispatch] Repeat,
truck hijacking in progress.

All units converge on Midtown.

Go get 'em, tiger.

[♪ heroic music swells]

[♪ closing theme music playing]