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1
00:00:00,125 --> 00:00:03,420
Peter, honey? Wake up.
2
00:00:04,630 --> 00:00:07,591
Oh, you wanna fight, too?
Bring it on, Panda-girl.
3
00:00:14,223 --> 00:00:16,058
Sorry. Weird dream.
4
00:00:17,392 --> 00:00:18,936
I would say so.
5
00:00:18,936 --> 00:00:20,562
You don't wanna be late for school.
6
00:00:22,397 --> 00:00:26,318
Oh, hey, you never told me
how the Horizon Open House project went.
7
00:00:26,902 --> 00:00:29,363
It, uh, went about as expected.
8
00:00:31,365 --> 00:00:34,993
Conking out mid-wheat cake.
That's a new low.
9
00:00:35,869 --> 00:00:38,080
After villains crawled out
of the woodwork
10
00:00:38,080 --> 00:00:40,582
to try and collect
Chameleon's bounty on my head,
11
00:00:40,958 --> 00:00:43,919
getting a good night's sleep
hasn't been...
12
00:00:50,926 --> 00:00:53,095
Yeesh! Falling asleep standing up?
13
00:00:53,303 --> 00:00:55,347
Glad I can take the web-express to school.
14
00:00:55,347 --> 00:00:58,308
And now that Chameleon's behind bars,
things have gotta be looking up.
15
00:00:58,475 --> 00:01:00,519
Most of my troubles are already behind me.
16
00:01:00,519 --> 00:01:03,730
The Bugle's officially calling
out Police Chief Watanabe.
17
00:01:03,814 --> 00:01:06,900
It's time she recognizes Spider-Man
18
00:01:06,984 --> 00:01:09,236
as the clear and present danger he is!
19
00:01:09,403 --> 00:01:10,487
Huh?
20
00:01:11,488 --> 00:01:12,781
Uh, okay.
21
00:01:13,532 --> 00:01:15,617
I still might have a few problems, like...
22
00:01:16,285 --> 00:01:17,619
Boomerang?
23
00:01:21,164 --> 00:01:23,750
What... What is happening?
24
00:01:26,670 --> 00:01:30,215
I did not, in fact,
stick that landing.
25
00:01:30,465 --> 00:01:34,428
Revenge, and that bounty,
appear already in hand.
26
00:01:35,512 --> 00:01:38,849
Tinkerer?
Do you not own a TV? Radio?
27
00:01:38,849 --> 00:01:41,393
Chameleon's in prison. The bounty's gone.
28
00:01:41,393 --> 00:01:42,811
- Kaputski!
- Huh?
29
00:01:43,228 --> 00:01:44,313
Lies!
30
00:01:52,321 --> 00:01:54,156
My Spider-Sense is barely working!
31
00:01:54,615 --> 00:01:57,701
What's going on with me?
32
00:01:57,701 --> 00:02:00,204
Fine.
You don't wanna leave empty-handed.
33
00:02:00,204 --> 00:02:03,624
I get it. How's... $4 sound?
34
00:02:03,832 --> 00:02:06,251
Bounty or no, this changes nothing.
35
00:02:06,710 --> 00:02:11,381
You had me thrown in prison,
and worse, you made my team lose.
36
00:02:12,090 --> 00:02:14,259
Taste my revenge, Spider-brat.
37
00:02:14,343 --> 00:02:17,262
You're... How did you put it? "Kaputski?"
38
00:02:17,596 --> 00:02:19,681
So, you don't want the $4?
39
00:02:32,778 --> 00:02:34,821
Gotta shut down this clown's wrist tech.
40
00:02:34,905 --> 00:02:36,698
Physics don't fail me now!
41
00:02:42,788 --> 00:02:44,790
What?
42
00:02:44,790 --> 00:02:46,291
Huh? How?
43
00:02:46,625 --> 00:02:49,586
Now excuse me.
I feel a nap coming on.
44
00:02:49,670 --> 00:02:51,672
I hate you, Spider-Man!
45
00:02:55,259 --> 00:02:58,595
Nothing like the sweet,
soothing sounds of villainy.
46
00:03:01,557 --> 00:03:03,976
That call-in tip was on the money.
47
00:03:03,976 --> 00:03:06,687
Round 'em up.
48
00:03:07,104 --> 00:03:08,939
Oh.
49
00:03:09,690 --> 00:03:12,276
Goblins, octopuses, chameleons,
50
00:03:13,068 --> 00:03:14,903
and yet it's the evil
mastermind exhaustion
51
00:03:14,987 --> 00:03:16,446
that does me in.
52
00:03:16,530 --> 00:03:18,699
All right.
Don't do anything, Spidey.
53
00:03:18,699 --> 00:03:20,826
You're coming with us for questioning.
54
00:03:21,368 --> 00:03:23,954
Good work, but I can take it
from here, Officer.
55
00:03:26,540 --> 00:03:29,501
Do you know how much pressure
I'm getting to bring you in?
56
00:03:29,751 --> 00:03:30,794
Let me guess.
57
00:03:30,878 --> 00:03:34,047
Rage face, mustache,
flying spittle when he talks?
58
00:03:34,131 --> 00:03:37,593
Destruction of property,
public endangerment, trespassing.
59
00:03:37,593 --> 00:03:39,595
That's a big list of things
you're accused of.
60
00:03:40,137 --> 00:03:41,722
So I can't believe I'm doing this.
61
00:03:42,639 --> 00:03:44,892
Uh, neither can I?
62
00:03:45,684 --> 00:03:47,477
You've done a lot of good in this city.
63
00:03:47,561 --> 00:03:51,440
So instead of fighting you,
I'd rather work with you.
64
00:03:52,232 --> 00:03:55,777
Thanks, Chief Watanabe.
I'll help any way I can, obviously.
65
00:03:55,903 --> 00:03:58,113
Good, because Chameleon isn't talking.
66
00:03:58,197 --> 00:04:00,240
We have reason to believe
he wasn't the mastermind
67
00:04:00,324 --> 00:04:01,950
behind the bounty on your head.
68
00:04:02,034 --> 00:04:03,493
He was only a hired gun.
69
00:04:03,952 --> 00:04:04,953
Wait.
70
00:04:05,037 --> 00:04:07,623
So there's a big shadowy boss out there
who wants me gone.
71
00:04:08,373 --> 00:04:10,334
What makes you think Chameleon
wasn't behind it?
72
00:04:10,626 --> 00:04:11,960
He's clammed up.
73
00:04:12,044 --> 00:04:15,172
Something, or someone,
scares him more than jail time.
74
00:04:15,172 --> 00:04:17,925
And his gear was too advanced
for him to have worked alone.
75
00:04:18,467 --> 00:04:20,219
Our labs ran their tests.
76
00:04:20,219 --> 00:04:23,096
Haven't been able to make heads or tails
of Chameleon's holo-mask.
77
00:04:23,347 --> 00:04:25,557
Thought maybe you could take
a piece of it to your...
78
00:04:25,641 --> 00:04:28,977
I don't know, Spider-lair and see
if you can uncover a lead.
79
00:04:29,144 --> 00:04:31,438
Ideally pointing to someone I can arrest.
80
00:04:31,688 --> 00:04:32,856
How do you know you can...
81
00:04:32,940 --> 00:04:34,191
Trust you?
82
00:04:34,191 --> 00:04:37,361
We both want the same thing...
to make this city safe.
83
00:04:37,819 --> 00:04:40,948
Just promise me,
if you find a lead, you call me first.
84
00:04:41,949 --> 00:04:43,075
Deal.
85
00:04:48,330 --> 00:04:50,165
- Peter Parker.
- What?
86
00:04:51,208 --> 00:04:53,919
May I interest you in a tasty beverage?
87
00:04:54,419 --> 00:04:55,420
Miles?
88
00:04:55,504 --> 00:04:58,048
I want you to meet
the Neuro-Cortex's new home.
89
00:04:58,048 --> 00:04:59,800
I call it the Living Brain.
90
00:05:00,384 --> 00:05:03,345
May I interest you in a tasty beverage?
91
00:05:03,345 --> 00:05:06,515
Whoa! You gave the supercomputer a body?
92
00:05:08,767 --> 00:05:11,186
He's well designed, and strangely polite.
93
00:05:11,728 --> 00:05:14,606
Well, after Doc Ock tried to steal
the Neuro-Cortex,
94
00:05:14,690 --> 00:05:16,775
Max wanted a way to protect it.
95
00:05:16,859 --> 00:05:20,070
So, working with calculations
given to us by the Neuro-Cortex,
96
00:05:20,070 --> 00:05:21,488
we created this.
97
00:05:21,572 --> 00:05:24,449
It also has its own defenses,
including rocket boots.
98
00:05:24,908 --> 00:05:25,951
My touch.
99
00:05:26,451 --> 00:05:29,204
The Neuro-Cortex helped
you make its own body?
100
00:05:30,539 --> 00:05:31,874
Efficient.
101
00:05:34,418 --> 00:05:36,461
Speaking of new tech,
need your help with this.
102
00:05:36,837 --> 00:05:38,922
Looks like Chameleon wasn't working alone.
103
00:05:39,798 --> 00:05:42,509
It's a piece of his mask.
Ever seen anything like it?
104
00:05:43,969 --> 00:05:47,055
Huh. It looks
like some kind of meta-material.
105
00:05:47,890 --> 00:05:49,141
"Meta-material?"
106
00:05:49,558 --> 00:05:52,311
It bends light waves
to distort what we see.
107
00:05:52,311 --> 00:05:55,439
The fake faces and bodies
Chameleon used were probably uploaded.
108
00:05:55,647 --> 00:05:58,317
And the meta-material
gave it three-dimensional depth.
109
00:05:59,318 --> 00:06:02,821
As for who could supply this tech,
I got nada.
110
00:06:03,488 --> 00:06:04,698
But watch this.
111
00:06:04,698 --> 00:06:06,950
Living Brain, who in New York holds
112
00:06:07,034 --> 00:06:09,453
a technology patent
on holo-meta-materials?
113
00:06:10,245 --> 00:06:15,626
Subject: Warren, Raymond.
Technology patent: Holo-meta-materials.
114
00:06:15,626 --> 00:06:17,419
Fall, last year.
115
00:06:18,086 --> 00:06:20,547
That... That's incredible.
116
00:06:22,508 --> 00:06:24,051
So, Raymond Warren.
117
00:06:24,051 --> 00:06:26,136
You think the Jackal's
behind these attacks?
118
00:06:26,803 --> 00:06:28,722
I haven't seen him in months.
119
00:06:28,722 --> 00:06:31,099
But it could also be someone
stealing his tech.
120
00:06:31,433 --> 00:06:33,101
Wouldn't be the first time.
121
00:06:33,185 --> 00:06:34,353
Ow!
122
00:06:34,353 --> 00:06:35,562
Oh, you okay?
123
00:06:35,812 --> 00:06:37,314
You don't look so hot.
124
00:06:38,982 --> 00:06:40,817
What would... make you think that?
125
00:06:42,194 --> 00:06:43,737
When was the last time you slept?
126
00:06:44,154 --> 00:06:46,156
If by "slept," you mean
127
00:06:46,240 --> 00:06:48,659
unexpectedly passed out
in aeronautics class...
128
00:06:48,659 --> 00:06:50,911
45 minutes ago.
129
00:06:50,911 --> 00:06:54,331
If you mean a full night's rest,
then probably about a week...
130
00:06:54,831 --> 00:06:55,999
and a half.
131
00:06:56,083 --> 00:06:57,626
Dude, that's insane!
132
00:06:57,626 --> 00:06:59,586
No one can function like that.
Not even you.
133
00:07:00,337 --> 00:07:01,880
Now that you mention it,
134
00:07:01,964 --> 00:07:04,216
guess my powers
have kind of been on strike.
135
00:07:04,883 --> 00:07:06,468
And that doesn't seem odd to you?
136
00:07:07,094 --> 00:07:10,556
I'll sleep when I catch the Jackal,
or whoever's behind this.
137
00:07:11,306 --> 00:07:14,393
Yeah. It'll be hilarious
when you snore on him.
138
00:07:14,393 --> 00:07:15,477
You need rest, Pete.
139
00:07:17,938 --> 00:07:19,439
Who are you calling?
140
00:07:19,523 --> 00:07:22,109
Hey, Mrs. Parker, it's Miles.
141
00:07:22,109 --> 00:07:24,152
No, no, no! Don't tell her!
142
00:07:24,236 --> 00:07:26,864
So, Pete's come to school
looking a little...
143
00:07:26,864 --> 00:07:27,990
Come on, come on...
144
00:07:27,990 --> 00:07:30,242
Well, you know how a balloon looks
on day five?
145
00:07:30,617 --> 00:07:33,287
"Deflated?" I was gonna say "sad."
146
00:07:34,288 --> 00:07:35,831
I agree. He's coming home.
147
00:07:41,879 --> 00:07:45,549
This is so blown out of proportion.
I'm not that tired.
148
00:07:46,133 --> 00:07:47,926
You're not the boss here, young man.
149
00:07:48,385 --> 00:07:51,054
And would you wanna disappoint
your slumberland pal?
150
00:07:52,306 --> 00:07:53,765
Señor Trunks!
151
00:07:54,808 --> 00:07:57,895
Haven't needed him to sleep
since I was six.
152
00:08:01,773 --> 00:08:04,610
No one says no to Señor Trunks.
153
00:08:10,908 --> 00:08:12,993
This better be a dream-dial, Pete!
154
00:08:12,993 --> 00:08:15,120
Dude,
calling May was a low blow.
155
00:08:16,038 --> 00:08:18,081
Wait. Where are you?
Looked into it.
156
00:08:18,165 --> 00:08:21,043
Jackal only has one warehouse left
that hasn't been blown up.
157
00:08:21,418 --> 00:08:24,254
And, of course, it was buried
under several dummy corporations.
158
00:08:24,338 --> 00:08:26,215
But I'm headed there now
to check on the lead.
159
00:08:26,215 --> 00:08:29,134
Miles, listen. I went through the wringer
with all these villains.
160
00:08:29,218 --> 00:08:31,178
Don't do it alone. You need backup.
161
00:08:31,178 --> 00:08:34,139
And the guy whose powers
have gone whack-a-doodle's gonna help?
162
00:08:34,223 --> 00:08:35,974
Get some Z's. I got it covered, man.
163
00:08:38,143 --> 00:08:41,021
Just an empty office? Abandoned tech?
164
00:08:41,021 --> 00:08:42,773
No lab?
165
00:08:43,774 --> 00:08:46,026
Wait! Could it be?
166
00:08:46,026 --> 00:08:49,613
Could this light be a lever
to reveal a supersecret hidden lab?
167
00:08:51,323 --> 00:08:52,741
Dream crusher.
168
00:08:54,826 --> 00:08:56,870
Not seeing any clues here.
169
00:08:57,204 --> 00:08:59,122
Nothing but outdated tech.
170
00:08:59,498 --> 00:09:01,333
Ew, spiders.
171
00:09:04,461 --> 00:09:05,963
I got nothin'.
172
00:09:07,756 --> 00:09:10,092
I'm really glad no one saw that.
173
00:09:10,092 --> 00:09:11,677
Whoa!
174
00:09:12,010 --> 00:09:13,554
I knew it!
175
00:09:14,763 --> 00:09:16,682
Awesome supersecret lab!
176
00:09:18,433 --> 00:09:20,602
Now, this is what I call a clue.
177
00:09:22,020 --> 00:09:25,065
Holo-meta-materials! Aw, so cool!
178
00:09:25,274 --> 00:09:27,192
And this must be the image matrix server
179
00:09:27,276 --> 00:09:29,862
that uploads identities
to Chameleon's mask.
180
00:09:31,530 --> 00:09:33,740
Just need to download
Chameleon's server files
181
00:09:33,824 --> 00:09:35,033
and decrypt later.
182
00:09:35,117 --> 00:09:37,494
Hopefully there's a digital trail
or communication,
183
00:09:37,578 --> 00:09:39,705
something that can lead us
to who he's working for.
184
00:09:40,330 --> 00:09:42,499
Ugh! J. Jonah Jameson?
185
00:09:43,250 --> 00:09:45,085
Uh-oh! Triggered security.
186
00:09:45,169 --> 00:09:48,672
If his is the last face I ever see,
I'm gonna be so mad.
187
00:09:51,592 --> 00:09:53,343
Okay, maybe Pete was right.
188
00:09:53,886 --> 00:09:55,554
Backup would've been a smart idea.
189
00:09:58,140 --> 00:09:59,600
Oh, great! Now I'm trapped.
190
00:10:02,227 --> 00:10:03,854
Miles Morales.
191
00:10:04,354 --> 00:10:06,523
- Do you require a...
- Yes, Living Brain!
192
00:10:07,983 --> 00:10:09,902
Hey! Hey!
193
00:10:09,902 --> 00:10:11,612
Safety tumble.
194
00:10:12,070 --> 00:10:13,989
Okay.
195
00:10:14,990 --> 00:10:16,283
You... You followed me?
196
00:10:16,658 --> 00:10:20,454
When you left, your vital signs
revealed heightened stress.
197
00:10:20,454 --> 00:10:22,122
I only care to assist.
198
00:10:22,206 --> 00:10:23,332
Want to assist?
199
00:10:23,332 --> 00:10:25,626
Get me access to whatever data's
in that room.
200
00:10:38,847 --> 00:10:42,017
Threat assessment 0%.
201
00:10:42,017 --> 00:10:44,520
Uh, thanks, Living Brain. That was...
202
00:10:45,229 --> 00:10:47,898
So much for evidence!
203
00:10:48,607 --> 00:10:50,234
Spidey's gonna kill me.
204
00:10:50,234 --> 00:10:52,194
What is a Spidey?
205
00:10:53,111 --> 00:10:55,656
Spidey, short for "Spider-Man."
206
00:10:55,656 --> 00:10:59,117
Short for "He Who Will Wring
My Webs For Losing Evidence."
207
00:10:59,201 --> 00:11:01,328
I'm following up
on a lead for him.
208
00:11:06,875 --> 00:11:10,921
Will communication record
be of sufficient use?
209
00:11:10,921 --> 00:11:13,173
Like a call history? - Affirmative.
210
00:11:16,844 --> 00:11:18,428
Accessing root files.
211
00:11:18,512 --> 00:11:22,266
Date range activity available: One year.
212
00:11:22,266 --> 00:11:24,810
One year? I'll take last week!
213
00:11:24,810 --> 00:11:26,103
Affirmative.
214
00:11:26,103 --> 00:11:31,191
Oscorp sub-basement IP
via digital voice record.
215
00:11:31,275 --> 00:11:33,360
Number of calls: Ten.
216
00:11:34,152 --> 00:11:37,656
Someone here was receiving calls
from an Oscorp sub-basement?
217
00:11:37,656 --> 00:11:41,118
I know Oscorp,
and there's no sub-basement.
218
00:11:41,952 --> 00:11:43,537
Unless...
219
00:11:43,537 --> 00:11:45,622
it's another supersecret lab!
220
00:11:45,914 --> 00:11:49,084
Living Brain, you may have
just cracked this thing.
221
00:11:55,215 --> 00:11:56,216
Miles?
222
00:11:56,300 --> 00:11:58,802
Sorry to interrupt,
but me and the Living Brain...
223
00:11:58,886 --> 00:12:00,637
Hold up. What's that sound?
224
00:12:02,264 --> 00:12:04,183
You're riding the flying robot,
aren't you?
225
00:12:04,349 --> 00:12:06,935
Ya get a flying robot, ya fly it.
226
00:12:07,227 --> 00:12:09,605
But that's not why I called. Get this.
227
00:12:09,605 --> 00:12:12,149
Living Brain uncovered ten calls
logged from Oscorp
228
00:12:12,149 --> 00:12:14,193
to Jackal's lab just this past week,
229
00:12:14,651 --> 00:12:16,320
all from some sub-basement.
230
00:12:17,446 --> 00:12:19,156
A secret lab.
231
00:12:19,156 --> 00:12:22,576
I have to call Harry Osborn.
Be careful, Miles.
232
00:12:25,913 --> 00:12:28,498
Come on, Harry. Where are you?
233
00:12:28,874 --> 00:12:30,584
Who could be behind all this?
234
00:12:30,709 --> 00:12:32,920
Maybe Norman's back. No.
235
00:12:33,378 --> 00:12:35,797
Harry? That doesn't track.
236
00:12:36,048 --> 00:12:38,550
I mean, why now? And for what?
237
00:12:38,634 --> 00:12:39,927
I gotta...
238
00:12:41,011 --> 00:12:42,095
Peter?
239
00:12:42,638 --> 00:12:43,805
Uh... what?
240
00:12:43,889 --> 00:12:45,891
Oh! Oh, where am I?
241
00:12:46,099 --> 00:12:48,894
I must've been, um,
sleepwalking?
242
00:12:49,520 --> 00:12:52,231
With your backpack?
243
00:12:52,231 --> 00:12:53,941
I, uh...
244
00:12:53,941 --> 00:12:56,485
I guess I take school very seriously.
245
00:12:56,485 --> 00:12:58,195
Even in my dreams.
246
00:13:02,157 --> 00:13:03,659
Go to bed, Peter.
247
00:13:03,659 --> 00:13:06,370
I don't wanna see you awake
until tomorrow.
248
00:13:10,249 --> 00:13:13,001
You sure there's no cameras down here?
249
00:13:13,085 --> 00:13:16,463
Because as cool
as all this superspy stuff is,
250
00:13:16,547 --> 00:13:19,258
getting caught sneaking around Oscorp
is not on my schedule.
251
00:13:19,758 --> 00:13:22,135
Scans indicate basement clear.
252
00:13:22,219 --> 00:13:24,096
Sub-basement level ahead.
253
00:13:27,182 --> 00:13:30,060
And it looks like
you've hit your first glitch.
254
00:13:30,936 --> 00:13:33,230
This is a janitor's closet.
255
00:13:35,315 --> 00:13:37,359
Hey. L.B.
256
00:13:37,860 --> 00:13:39,403
Little room, yeah?
257
00:13:39,820 --> 00:13:41,446
You're invading my space bubble.
258
00:13:46,952 --> 00:13:50,414
An elevator? Of course the supersecret lab
259
00:13:50,414 --> 00:13:52,165
is under the fake janitor's closet.
260
00:13:53,750 --> 00:13:55,460
Winner, winner, chicken dinner!
261
00:13:56,420 --> 00:13:57,671
Goblin tech?
262
00:13:57,671 --> 00:14:00,674
But who's using this lab,
and how does it all connect?
263
00:14:01,258 --> 00:14:03,844
Chameleon's boss is running
his plans out of here.
264
00:14:03,844 --> 00:14:07,014
Who does that leave?
Raymond Warren's still a suspect.
265
00:14:07,639 --> 00:14:09,391
Harry's supposed to be in Europe.
266
00:14:09,391 --> 00:14:12,186
I guess there's always
the ghost of Norman Osborn.
267
00:14:12,477 --> 00:14:15,105
Norman Osborn: Presumed deceased.
268
00:14:16,231 --> 00:14:17,858
Oh!
269
00:14:18,400 --> 00:14:21,195
I... I get reception down here? Oh, nice!
270
00:14:21,653 --> 00:14:23,572
Spidey, guess what we just found.
271
00:14:24,239 --> 00:14:27,075
Someone's been running the show
from this hidden Oscorp lab.
272
00:14:27,409 --> 00:14:29,453
All right. I'm on my way.
273
00:14:29,453 --> 00:14:32,873
Don't. Dude, take the night off.
L.B. and I got this.
274
00:14:33,165 --> 00:14:35,792
I'll give you the play-by-play tomorrow.
275
00:14:35,876 --> 00:14:38,504
You are not keeping me away.
276
00:14:41,131 --> 00:14:43,175
Hmm? Mm-hmm.
277
00:14:47,721 --> 00:14:50,057
Gwen! What are you doing here?
278
00:14:50,807 --> 00:14:51,934
You're awake.
279
00:14:51,934 --> 00:14:54,853
I was bringing you the homework
you left on your desk.
280
00:14:54,937 --> 00:14:57,981
Oh, look.
What a good friend you have here.
281
00:14:58,482 --> 00:15:00,108
How nice is Gwen?
282
00:15:01,026 --> 00:15:03,654
Yeah. Awesome.
283
00:15:07,908 --> 00:15:09,826
According to the data on these files,
284
00:15:09,910 --> 00:15:12,287
this lab's only been in use
since Norman's death.
285
00:15:12,371 --> 00:15:13,539
Wait.
286
00:15:13,539 --> 00:15:15,290
This folder has multiple encryptions.
287
00:15:16,041 --> 00:15:17,292
"Hobgoblin?"
288
00:15:18,710 --> 00:15:20,504
No. "Harry."
289
00:15:22,047 --> 00:15:24,466
Guess the wrong password
too many times,
290
00:15:24,550 --> 00:15:26,260
and the system could wipe itself.
291
00:15:26,260 --> 00:15:27,427
Affirmative.
292
00:15:27,511 --> 00:15:30,764
Someone with better knowledge
would be advisable.
293
00:15:30,889 --> 00:15:32,850
Spider-Man, perhaps?
294
00:15:33,308 --> 00:15:36,228
You're right.
I'm backing up the encrypted files.
295
00:15:36,228 --> 00:15:38,814
We can decode these back at the lab.
296
00:15:43,318 --> 00:15:45,362
This console is activated.
297
00:15:45,988 --> 00:15:47,656
Living Brain, wait!
298
00:15:48,448 --> 00:15:52,494
Incoming: Multiple energy signatures
in ventilation duct.
299
00:15:53,495 --> 00:15:56,331
Well, I hope Spidey got some sleep,
because now I do need help.
300
00:15:56,623 --> 00:15:58,208
Dialing...
301
00:15:58,876 --> 00:16:00,085
No!
302
00:16:01,170 --> 00:16:02,421
They are here.
303
00:16:03,755 --> 00:16:05,382
Mini Spider Slayers?
304
00:16:06,216 --> 00:16:09,136
Okay, well, guess it's just up
to you and me, L.B.
305
00:16:10,596 --> 00:16:13,098
Living Brain,
time to divide and conquer.
306
00:16:13,390 --> 00:16:15,976
I am here for assistance.
307
00:16:25,903 --> 00:16:27,112
Miles!
308
00:16:32,409 --> 00:16:36,246
Aunt May, mind if I talk science
with Gwen before she goes?
309
00:16:36,872 --> 00:16:39,249
Getting pretty sleepy.
310
00:16:40,834 --> 00:16:42,461
Sure thing, honey.
311
00:16:43,128 --> 00:16:45,047
And then, rest.
312
00:16:46,840 --> 00:16:48,342
I'm serious.
313
00:16:48,884 --> 00:16:50,344
We don't have a lot of time.
314
00:16:50,802 --> 00:16:53,597
Not a lot of time... for science?
315
00:16:54,973 --> 00:16:56,975
Yeah. I can't explain.
316
00:16:57,601 --> 00:17:00,187
Can you cover for me
and keep Aunt May occupied?
317
00:17:00,187 --> 00:17:02,898
What? No way!
Do you know how much trouble...
318
00:17:02,898 --> 00:17:06,193
It's important.
Like, life-or-death important.
319
00:17:06,318 --> 00:17:08,570
Just trust me. As a friend.
320
00:17:09,363 --> 00:17:11,406
How would I even distract her?
321
00:17:19,831 --> 00:17:22,042
My phone!
322
00:17:23,460 --> 00:17:25,420
Whoo! The alert got sent.
323
00:17:26,630 --> 00:17:28,966
Cavalry should be
on the way, L.B.
324
00:17:29,299 --> 00:17:32,553
Estimated wait time for subject Cavalry?
325
00:17:33,303 --> 00:17:35,013
I actually have no clue.
326
00:17:40,102 --> 00:17:42,437
Did somebody call for a web special?
327
00:17:48,026 --> 00:17:49,152
No!
328
00:17:49,945 --> 00:17:51,989
Oh, man, oh, man!
329
00:17:51,989 --> 00:17:53,782
Please be okay. Please be okay!
330
00:17:54,449 --> 00:17:57,369
The key to success?
It's all in the wrists.
331
00:17:58,787 --> 00:18:00,122
Wow.
332
00:18:00,122 --> 00:18:03,041
Thanks for showing me
how to make your famous pancakes.
333
00:18:08,630 --> 00:18:10,507
They're called "wheat cakes."
334
00:18:11,300 --> 00:18:13,677
Right. That's what I meant.
335
00:18:18,974 --> 00:18:20,058
Huh?
336
00:18:20,517 --> 00:18:21,894
Rendering assistance.
337
00:18:29,234 --> 00:18:31,987
Spider Slayers remaining:
338
00:18:31,987 --> 00:18:33,405
Zero.
339
00:18:33,864 --> 00:18:36,283
You're certainly... efficient.
340
00:18:36,867 --> 00:18:40,204
Except when you're accidentally dropping
a Goblin Glider on my friend's head.
341
00:18:40,829 --> 00:18:43,707
Apologies for reckless behavior.
342
00:18:45,042 --> 00:18:46,752
Vital signs: Strong.
343
00:18:46,752 --> 00:18:48,879
Scans reveal mild contusion.
344
00:18:48,879 --> 00:18:51,632
Chance of recovery: 100%.
345
00:18:52,049 --> 00:18:53,509
Would he like a tasty beverage?
346
00:18:53,509 --> 00:18:55,677
No.
We gotta get him outta here.
347
00:18:56,178 --> 00:19:00,015
Shall we collect the Energy Focal Device
before departing?
348
00:19:00,307 --> 00:19:01,975
"Energy FoPal" what now?
349
00:19:03,477 --> 00:19:06,730
Computer scans indicate a possible clue.
350
00:19:07,439 --> 00:19:08,649
Okay.
351
00:19:09,816 --> 00:19:12,444
Guess we can take it
back to Horizon for analysis.
352
00:19:12,611 --> 00:19:14,321
Is this the clue that you and Miles...
353
00:19:19,493 --> 00:19:21,286
Followed my bread crumbs.
354
00:19:21,370 --> 00:19:24,122
Sought out those that aimed
to destroy you.
355
00:19:24,206 --> 00:19:26,166
Well, here I am.
356
00:19:26,834 --> 00:19:28,377
What?
357
00:19:28,377 --> 00:19:30,712
I don't understand. Living Brain...
358
00:19:30,796 --> 00:19:35,425
Trapped in this shell, I've had time
to calculate a path of revenge.
359
00:19:35,509 --> 00:19:40,055
For I, Dr. Otto Octavius,
will take what is mine.
360
00:19:40,055 --> 00:19:42,140
Doc Ock? How did you...
361
00:19:42,224 --> 00:19:44,226
During our last encounter,
362
00:19:45,060 --> 00:19:49,439
when I used the Neuro-Cortex
to expand my brain's capabilities,
363
00:19:49,523 --> 00:19:54,528
your attack forced my mind to escape
via Wi-Fi into my arms,
364
00:19:54,987 --> 00:19:57,239
downloading my consciousness.
365
00:19:58,448 --> 00:20:01,869
I survived, but was trapped
in a digital realm.
366
00:20:02,286 --> 00:20:06,790
However, with the resources afforded me
inside the Neuro-Cortex,
367
00:20:06,874 --> 00:20:10,419
I could still communicate
with the outside world.
368
00:20:10,752 --> 00:20:13,255
And that's how I hired the Chameleon...
369
00:20:13,255 --> 00:20:17,134
all in order to keep
the low-level villains in line,
370
00:20:17,134 --> 00:20:19,052
and you occupied.
371
00:20:19,344 --> 00:20:21,430
Wear you down.
372
00:20:21,763 --> 00:20:28,061
I tricked those imbeciles at Horizon
into creating a robotic body for me
373
00:20:28,145 --> 00:20:30,898
so I could take more direct action.
374
00:20:31,982 --> 00:20:35,485
I followed your partner
to my associate's secret lab
375
00:20:35,569 --> 00:20:37,863
in hopes that you would meet up with him.
376
00:20:37,863 --> 00:20:39,823
Then I led him here,
377
00:20:39,907 --> 00:20:43,368
to where the final piece
of my puzzle resides.
378
00:20:43,452 --> 00:20:46,705
But again and again,
379
00:20:46,705 --> 00:20:49,708
he was too incompetent
to ask for your help,
380
00:20:50,042 --> 00:20:52,377
so I forced his hand.
381
00:20:54,338 --> 00:20:57,257
Your bedtime stories
need serious work, Ock.
382
00:20:58,967 --> 00:21:01,220
There's still life in you yet.
383
00:21:01,220 --> 00:21:04,097
Good.
384
00:21:04,181 --> 00:21:06,266
Why good?
385
00:21:06,350 --> 00:21:08,185
It's nice to know you care, though.
386
00:21:08,894 --> 00:21:12,606
What benefit would it bring me
if you were destroyed?
387
00:21:13,607 --> 00:21:16,985
After all, I'd only be hurting myself.
388
00:21:17,069 --> 00:21:19,446
What are you talking about?
389
00:21:19,988 --> 00:21:22,449
All you need to know is finally,
390
00:21:22,533 --> 00:21:26,453
my sweet revenge is about to be complete.
29023
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