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1
00:00:01,752 --> 00:00:03,253
Finally, Spider-Man,
2
00:00:03,337 --> 00:00:06,215
my sweet revenge is about to be complete.
3
00:00:06,423 --> 00:00:10,344
Your little friend
can't help you now, web-head.
4
00:00:10,552 --> 00:00:11,929
Dr. Octopus.
5
00:00:12,638 --> 00:00:15,432
I don't believe it. Is it really you?
6
00:00:15,974 --> 00:00:20,270
Who else would it be?
My real body might remain in a coma,
7
00:00:20,354 --> 00:00:24,358
but this metal shell
houses my most valuable asset,
8
00:00:24,566 --> 00:00:25,692
my mind.
9
00:00:25,776 --> 00:00:29,488
Downloading human consciousness
into a robot body?
10
00:00:29,821 --> 00:00:33,200
That's supposed to be impossible.
11
00:00:33,200 --> 00:00:34,952
Nothing is impossible.
12
00:00:35,118 --> 00:00:39,039
It was a simple matter
of amalgamating the encoded...
13
00:00:39,039 --> 00:00:43,210
Wait. I know what you're doing,
Spider-Man.
14
00:00:43,460 --> 00:00:46,296
What? I'm seriously interested.
15
00:00:46,588 --> 00:00:48,006
Please, go on.
16
00:00:48,382 --> 00:00:51,343
You are only attempting
to buy yourself time.
17
00:00:51,343 --> 00:00:55,973
But time is a luxury
no longer available to you.
18
00:01:00,853 --> 00:01:03,313
Mental feedback!
19
00:01:05,399 --> 00:01:07,776
Let's get you outta here.
20
00:01:12,114 --> 00:01:14,908
There is no escape from me, Spider-Man.
21
00:01:16,535 --> 00:01:18,036
You'll thank me for this later!
22
00:01:30,841 --> 00:01:34,011
Being a robot hasn't made you
any less creepy, Ock.
23
00:01:34,011 --> 00:01:38,432
This shell was a necessary tool
to focus on my mission.
24
00:01:38,432 --> 00:01:40,809
Revenge against you.
25
00:01:40,893 --> 00:01:44,938
Oh, how delightful it was
to hide in plain sight.
26
00:01:47,191 --> 00:01:49,568
Masterminding all of this.
27
00:01:49,776 --> 00:01:51,361
All I was missing
28
00:01:51,445 --> 00:01:55,782
was this Energy Focal Device
I once designed for Osborn.
29
00:01:55,866 --> 00:01:58,827
It gives my robotic form
the power it needs
30
00:01:58,911 --> 00:02:02,039
for my endgame to come to fruition.
31
00:02:02,331 --> 00:02:07,169
Wait. So your big plan was to
use some gizmo to zap me?
32
00:02:07,169 --> 00:02:08,712
This is
33
00:02:08,712 --> 00:02:11,673
a lot of effort to go through
for one of your same old moves.
34
00:02:12,049 --> 00:02:15,302
Oh, no. This is so much more.
35
00:02:15,302 --> 00:02:19,932
I am going to destroy
the very essence of who you are.
36
00:02:19,932 --> 00:02:24,978
I am going to take absolutely
everything away from you,
37
00:02:25,479 --> 00:02:28,649
like you took everything away from me.
38
00:02:46,458 --> 00:02:49,127
Oh, do not worry,
Spider-Man.
39
00:02:49,211 --> 00:02:52,548
The suffering will not last long.
40
00:02:52,714 --> 00:02:57,678
You have a terrible bedside manner, Doc.
41
00:03:01,431 --> 00:03:02,766
Blast it!
42
00:03:03,100 --> 00:03:05,394
Time to take this outside.
43
00:03:06,520 --> 00:03:08,438
You infuriate me!
44
00:03:15,028 --> 00:03:17,072
Need to get Ock away from Miles.
45
00:03:28,000 --> 00:03:30,043
Your feeble attempts to defeat me
46
00:03:30,127 --> 00:03:34,089
are only going to make
my victory all the sweeter.
47
00:03:37,968 --> 00:03:42,973
This does not end here, web-head.
48
00:03:49,271 --> 00:03:51,023
Trouble at Oscorp.
49
00:03:52,482 --> 00:03:54,401
Look who's here. Big shock.
50
00:03:55,360 --> 00:04:00,407
Stop... Have to stop Ock.
Inside... My friend's inside.
51
00:04:00,866 --> 00:04:03,410
Where's Señor Trunks?
52
00:04:03,410 --> 00:04:04,912
Any idea what he's talking about?
53
00:04:05,913 --> 00:04:08,207
Maybe Spidey's finally lost his mind.
54
00:04:08,832 --> 00:04:11,877
Let's bring all this in
and let Chief Watanabe sort out the mess.
55
00:04:12,377 --> 00:04:14,505
You bring a forklift?
56
00:04:18,008 --> 00:04:19,635
OFFICER 1: Look at this crazy thing.
57
00:04:20,802 --> 00:04:24,056
Must be way too dangerous
to store in the normal evidence lockup.
58
00:04:24,431 --> 00:04:25,974
OFFICER 2: That's one of the reasons
59
00:04:26,058 --> 00:04:28,769
the city built
this supervillain holding facility.
60
00:04:28,769 --> 00:04:32,147
But all this mad science junk
freaks me out.
61
00:04:32,356 --> 00:04:35,817
Can't wait to get back
to our usual beat.
62
00:04:36,360 --> 00:04:40,656
Give me a mugger any day over all
the superpowered maniacs they keep here.
63
00:04:40,989 --> 00:04:42,282
OFFICER 2: Seriously.
64
00:04:51,708 --> 00:04:53,460
OFFICER 3: I'll tell you what.
65
00:04:53,544 --> 00:04:56,004
It's about time someone brought
this menace to justice.
66
00:04:56,088 --> 00:04:57,881
All he's ever done is cause us trouble.
67
00:04:58,173 --> 00:05:00,217
I bet the chief's not gonna keep
that spider dude
68
00:05:00,217 --> 00:05:02,302
in supervillain holding for long.
69
00:05:02,386 --> 00:05:04,012
She'll send him straight to the cellar.
70
00:05:04,096 --> 00:05:05,806
Spidey's in holding?
71
00:05:07,891 --> 00:05:09,810
Wake up, sunshine!
72
00:05:09,810 --> 00:05:13,313
What? Where am I?
73
00:05:17,901 --> 00:05:22,114
Cuffs?
One-way mirror? Harsh lighting?
74
00:05:22,114 --> 00:05:24,700
Things aren't coming up
smelling like roses for Spidey,
75
00:05:24,700 --> 00:05:26,159
are they, Chief Watanabe?
76
00:05:27,828 --> 00:05:29,913
No, Spider-Man, they are not.
77
00:05:29,997 --> 00:05:32,958
I was one of the only people
in the city defending you.
78
00:05:32,958 --> 00:05:36,253
I gave you a chance when
everyone else in the world told me not to.
79
00:05:36,253 --> 00:05:38,213
I really appreciate that.
80
00:05:38,463 --> 00:05:41,300
And you showed that appreciation
by breaking into Oscorp
81
00:05:41,300 --> 00:05:42,801
and blowing up a lab?
82
00:05:43,343 --> 00:05:46,388
This is gonna sound crazy,
83
00:05:47,139 --> 00:05:50,267
but remember when you told me
someone hired Chameleon?
84
00:05:50,267 --> 00:05:52,728
It was Doc Ock. He's behind it all.
85
00:05:53,228 --> 00:05:55,314
I got a lead on that Chameleon tech
you showed me,
86
00:05:55,314 --> 00:05:56,773
but when I went to investigate...
87
00:05:56,857 --> 00:05:59,318
I told you not to investigate
anything without me.
88
00:05:59,318 --> 00:06:01,361
You promised me you wouldn't.
89
00:06:01,445 --> 00:06:04,198
Right. Kind of forgot about that.
90
00:06:04,656 --> 00:06:08,660
One of my officers said you mentioned
Otto Octavius, so I checked up on him.
91
00:06:08,744 --> 00:06:11,038
And guess what? He's still in a coma,
92
00:06:11,038 --> 00:06:13,165
like he has been for a couple of months.
93
00:06:13,165 --> 00:06:15,250
It's way more complicated than that.
94
00:06:15,334 --> 00:06:17,586
No, it's not. It's simple.
95
00:06:17,920 --> 00:06:21,632
I can no longer let a vigilante like you
operate in our streets.
96
00:06:22,758 --> 00:06:24,343
I'm formally arresting you.
97
00:06:24,551 --> 00:06:29,097
And like any criminal in our holding cell,
there are no secret identities.
98
00:06:30,057 --> 00:06:33,936
Unmask, Spider-Man.
It's time we found out who you are.
99
00:06:37,147 --> 00:06:40,275
I... I can't.
100
00:06:40,734 --> 00:06:42,861
You're either gonna take
that mask off now,
101
00:06:42,945 --> 00:06:44,947
or I'm gonna remove it by force.
102
00:06:54,122 --> 00:06:56,166
What?
103
00:06:56,250 --> 00:06:57,709
Emergency power's kicked in.
104
00:07:08,804 --> 00:07:09,847
This can't be good.
105
00:07:13,517 --> 00:07:15,936
Ow!
106
00:07:15,936 --> 00:07:18,730
Okay. The supervillain holding facility
107
00:07:18,814 --> 00:07:20,941
slams shut right
when Spidey's taken inside.
108
00:07:21,316 --> 00:07:23,235
Oh, no way this is on the level.
109
00:07:23,235 --> 00:07:24,736
I need in!
110
00:07:26,071 --> 00:07:27,489
It's not just emergency power.
111
00:07:27,698 --> 00:07:31,076
This is lockdown, a protocol
in case a supervillain tries to escape.
112
00:07:31,493 --> 00:07:33,078
It wasn't me. You're my witness
113
00:07:33,245 --> 00:07:35,497
for when J. Jonah Jameson
tries to blame this on me.
114
00:07:35,581 --> 00:07:37,833
Chief to Control. Status report, now.
115
00:07:38,208 --> 00:07:40,127
He's probably blocking the comm channel.
116
00:07:40,127 --> 00:07:41,879
You think someone's hacked our system?
117
00:07:41,879 --> 00:07:44,631
Yeah. And I have eight guesses
about who it is.
118
00:07:44,715 --> 00:07:49,344
I told you there is no escape
from me, Spider-Man.
119
00:07:49,887 --> 00:07:53,932
But now you have a mission.
Come and find me.
120
00:07:54,308 --> 00:07:56,185
Face Dr. Octopus
121
00:07:56,185 --> 00:08:00,606
before I destroy this building
and everyone trapped inside.
122
00:08:00,606 --> 00:08:02,357
Destroy them? How?
123
00:08:02,733 --> 00:08:06,403
There was more than enough tech
in here to fashion a bomb.
124
00:08:06,403 --> 00:08:10,782
One with a countdown,
just to liven up the entire situation.
125
00:08:10,866 --> 00:08:15,037
You have 15 minutes, Spider-Man.
126
00:08:15,412 --> 00:08:17,831
Doesn't look like I'm gonna need
those other seven guesses.
127
00:08:20,709 --> 00:08:23,837
The clock is ticking, Spider-Man.
128
00:08:24,171 --> 00:08:26,173
If you want to save the lives
129
00:08:26,173 --> 00:08:29,760
of everyone in this building,
come and find me.
130
00:08:30,636 --> 00:08:33,096
Couldn't Ock get into model trains
or something?
131
00:08:33,180 --> 00:08:35,724
Why does his favorite hobby
have to be my destruction?
132
00:08:36,183 --> 00:08:39,394
Despite all logic,
looks like your claims about Ock are true.
133
00:08:40,270 --> 00:08:43,982
Is it against the law to say,
"I told you so," to the chief of police?
134
00:08:44,525 --> 00:08:46,818
I should've trusted my gut, Spider-Man.
135
00:08:47,361 --> 00:08:48,779
I should've trusted you.
136
00:08:49,321 --> 00:08:51,198
How did Ock even get inside here?
137
00:08:52,241 --> 00:08:54,576
Ock's mind isn't inside his body.
138
00:08:54,826 --> 00:08:56,286
It's in the Living Brain,
139
00:08:56,370 --> 00:08:58,455
the robot that was taken in
when I was arrested.
140
00:08:59,122 --> 00:09:01,458
The officers would've put it
in the evidence lockup.
141
00:09:01,542 --> 00:09:02,835
So let's do this.
142
00:09:10,050 --> 00:09:15,430
All this spider strength
and not even a dent?
143
00:09:15,889 --> 00:09:19,810
I guess this place was designed
to withstand a superpowered attack.
144
00:09:20,477 --> 00:09:24,356
But maybe overloading the energy supply
could pop this joint open.
145
00:09:24,940 --> 00:09:26,483
Electro-sting time!
146
00:09:27,401 --> 00:09:29,736
Where are you, Spider-Man?
147
00:09:29,820 --> 00:09:34,908
Only 11 minutes left, so I would pick up
the pace if I were you.
148
00:09:34,992 --> 00:09:38,996
So many innocent lives rest
in the hands of Dr. Octopus.
149
00:09:38,996 --> 00:09:41,748
Doc Ock? Oh, man!
150
00:09:42,207 --> 00:09:44,918
This situation just got
every kind of even worse.
151
00:09:50,090 --> 00:09:52,759
I'm gonna need some help.
152
00:09:53,510 --> 00:09:56,471
This is the fastest way.
Through the holding cells.
153
00:09:59,183 --> 00:10:02,060
Okay, what are the odds
those two open cells
154
00:10:02,144 --> 00:10:04,188
are for the inmates on good behavior?
155
00:10:04,396 --> 00:10:08,025
Ock must've remotely sprung the doors.
Who was in them?
156
00:10:09,610 --> 00:10:11,612
Electrical insulation? Scorch marks?
157
00:10:11,904 --> 00:10:13,655
Oh, this cell's gotta be
for someone who...
158
00:10:13,739 --> 00:10:14,990
Oh, no.
159
00:10:15,908 --> 00:10:17,117
Oh, yes.
160
00:10:23,874 --> 00:10:27,336
Well, Electro, looks like you're
the bright spot in my day.
161
00:10:30,881 --> 00:10:32,466
So what do you think?
162
00:10:32,883 --> 00:10:35,677
Did it occur to you that reprogramming
an access panel
163
00:10:35,761 --> 00:10:38,013
might be easier before you fried it?
164
00:10:38,472 --> 00:10:40,224
I was conducting an experiment.
165
00:10:40,891 --> 00:10:42,643
In conduction.
166
00:10:43,310 --> 00:10:48,148
How can Ock be in there, Miles?
I saw him in a coma myself.
167
00:10:48,232 --> 00:10:50,567
It just doesn't make any... Wait.
168
00:10:56,532 --> 00:10:57,908
Yes!
169
00:10:59,535 --> 00:11:00,911
No!
170
00:11:02,120 --> 00:11:05,499
So you're gonna be
that way, huh, door? Fine.
171
00:11:05,499 --> 00:11:08,335
We don't need you.
We can find a different way in.
172
00:11:17,886 --> 00:11:21,557
You're falling apart, Spidey.
Plus, let's face it, loser,
173
00:11:21,557 --> 00:11:25,102
you only beat me last time 'cause you
built some fancy containment suit.
174
00:11:25,102 --> 00:11:27,688
But where's your suit now?
175
00:11:31,525 --> 00:11:33,777
I must have left it
at the dry-cleaners.
176
00:11:33,861 --> 00:11:36,822
And since I don't think you're gonna
give me time to go pick it up.
177
00:11:46,790 --> 00:11:49,793
I thought I might try
a little web improvisation.
178
00:11:49,877 --> 00:11:52,838
Huh? Hot! Hot, hot, hot, hot, hot!
179
00:11:52,838 --> 00:11:55,424
- Spidey, get her contained!
- I can't!
180
00:11:55,424 --> 00:11:59,011
She's right. Last time I only beat her
because I had special equipment.
181
00:11:59,428 --> 00:12:01,597
We have special equipment here, too.
182
00:12:02,055 --> 00:12:03,682
Of course!
183
00:12:05,058 --> 00:12:06,393
Oh, no, you don't!
184
00:12:13,150 --> 00:12:15,777
It's not as cool as my Electro suit,
but it'll do.
185
00:12:19,406 --> 00:12:21,909
Spider-Man, I'll make you...
186
00:12:21,909 --> 00:12:26,914
"Make you a nice ice cream sundae,"
is how she was gonna finish that sentence.
187
00:12:27,497 --> 00:12:28,749
Probably.
188
00:12:30,959 --> 00:12:34,546
Taking the panel offline
means Ock can't open it remotely again.
189
00:12:35,130 --> 00:12:36,381
Good thinking, Chief.
190
00:12:36,882 --> 00:12:38,800
Guess we make a pretty good team.
191
00:12:38,926 --> 00:12:40,636
- Up high.
- Maybe.
192
00:12:40,636 --> 00:12:41,887
But don't forget...
193
00:12:41,887 --> 00:12:43,722
...there were two open doors.
194
00:12:49,061 --> 00:12:51,980
- Whoa!
- Whoa, there, hero.
195
00:12:52,064 --> 00:12:55,400
Sorry. I've been going nonstop for days.
196
00:12:56,193 --> 00:12:57,611
Passing out when they arrested me
197
00:12:57,611 --> 00:13:00,113
is the closest thing
I've had to sleep in forever.
198
00:13:00,197 --> 00:13:03,283
I've been hammered by
villain after villain, day after day.
199
00:13:03,367 --> 00:13:05,327
I... I gotta be honest, Chief.
200
00:13:05,953 --> 00:13:08,288
I don't know if I've got
the strength to do this.
201
00:13:08,747 --> 00:13:11,124
There's a reason I've held off
on bringing you in.
202
00:13:11,208 --> 00:13:13,085
I've been assembling a file on you.
203
00:13:13,418 --> 00:13:16,797
And if there's one thing everyone
says about Spider-Man, it's that...
204
00:13:16,797 --> 00:13:19,007
I'm really cute and loveable?
205
00:13:19,383 --> 00:13:23,887
That when things are at their worst,
Spider-Man always rises to his best.
206
00:13:26,557 --> 00:13:29,351
You're... You're right.
207
00:13:30,102 --> 00:13:33,647
This isn't the time to give up.
A nice sentiment.
208
00:13:33,647 --> 00:13:36,608
Beetle! The other open cell!
209
00:13:36,692 --> 00:13:40,028
That's right. And while you
were distracted with that electric loon,
210
00:13:40,362 --> 00:13:44,741
I managed to get my confiscated gear,
along with a few other toys.
211
00:13:45,284 --> 00:13:47,703
Say good-bye to your friend, Spider-Man.
212
00:13:48,120 --> 00:13:49,246
No!
213
00:13:50,998 --> 00:13:53,542
Say good-bye to your friend, Spider-Man.
214
00:13:53,959 --> 00:13:56,712
No!
215
00:13:59,173 --> 00:14:00,841
Spidey, you okay?
216
00:14:01,008 --> 00:14:04,469
Totally fine,
except that I hate candy corn.
217
00:14:05,053 --> 00:14:07,890
Who would make a gun
that shoots candy corn?
218
00:14:08,515 --> 00:14:11,602
Oh, so you haven't met
Jack O'Lantern.
219
00:14:11,602 --> 00:14:15,522
The police must've confiscated
his weapons. He's the worst.
220
00:14:15,606 --> 00:14:17,941
Everything's Halloween with that doofus.
221
00:14:18,233 --> 00:14:21,528
Never trust someone else's gear.
222
00:14:25,449 --> 00:14:27,659
Especially when my own will do the job.
223
00:14:27,743 --> 00:14:28,827
Micro-grenades!
224
00:14:36,668 --> 00:14:38,128
Get off!
225
00:14:38,212 --> 00:14:40,047
Chief!
226
00:14:40,464 --> 00:14:41,507
Chief!
227
00:14:47,179 --> 00:14:48,889
Don't worry, bug.
228
00:14:48,889 --> 00:14:51,725
After I'm done with you,
I'll finish her off, too!
229
00:15:01,527 --> 00:15:04,279
See? We don't need that stupid door.
230
00:15:05,989 --> 00:15:09,493
Anya, you realize that
the door's not after you personally?
231
00:15:09,993 --> 00:15:11,203
Says you.
232
00:15:11,203 --> 00:15:13,330
Almost in the air ventilation
operating system.
233
00:15:13,330 --> 00:15:15,040
Get ready with the malware patch.
234
00:15:15,541 --> 00:15:18,085
Were those explosions?
235
00:15:18,502 --> 00:15:21,672
We have to hurry. Okay.
You've got an open slot.
236
00:15:22,089 --> 00:15:26,051
I see it. Intrusion file
in three, two, one...
237
00:15:28,136 --> 00:15:30,764
Yes! Sciencing our way in!
238
00:15:31,348 --> 00:15:35,060
All right. Thanks for your help, Anya.
Now I gotta get to work.
239
00:15:35,060 --> 00:15:37,646
You think I'm gonna let you
save Spidey by yourself?
240
00:15:38,063 --> 00:15:40,190
No offense, but this is definitely
gonna be a fight
241
00:15:40,274 --> 00:15:42,109
that calls for spider powers.
242
00:15:42,109 --> 00:15:45,487
Yeah. I know. So good news.
243
00:15:45,737 --> 00:15:48,490
You get to team up with Spider-Girl!
244
00:15:50,075 --> 00:15:53,787
Uh... So, you, uh...
245
00:15:53,871 --> 00:15:56,415
Uh, I didn't, uh...
246
00:15:56,415 --> 00:15:58,458
Whoa! Wait up!
247
00:16:03,255 --> 00:16:04,715
Whoa!
248
00:16:07,926 --> 00:16:10,637
Come on, Beetle. Stop being such a pest!
249
00:16:18,145 --> 00:16:20,689
You're really off your game, Spider.
250
00:16:20,689 --> 00:16:23,734
I was hoping for a bit more
of a fair fight.
251
00:16:24,526 --> 00:16:25,569
Huh?
252
00:16:25,569 --> 00:16:26,862
Surprise!
253
00:16:27,237 --> 00:16:30,240
What is this, a bug party?
254
00:16:41,543 --> 00:16:44,046
Oh, man. Another spider?
255
00:16:44,838 --> 00:16:47,799
I must be so out of it,
I've got double-spider vision.
256
00:16:47,883 --> 00:16:49,843
No. Spider-Girl's really here.
257
00:16:53,680 --> 00:16:55,724
And she's legit!
258
00:16:59,478 --> 00:17:01,230
Miles heard Ock earlier.
259
00:17:01,230 --> 00:17:05,067
We know the clock's ticking, Spidey.
We'll handle this guy. Go stop Ock!
260
00:17:05,901 --> 00:17:08,111
Thanks, Spider-Girl.
261
00:17:18,789 --> 00:17:21,542
The Living Brain! The bomb!
262
00:17:21,542 --> 00:17:24,336
Gotta defuse it. Ugh!
But where could it be?
263
00:17:25,796 --> 00:17:27,089
Gotta find it!
264
00:17:27,589 --> 00:17:29,466
Huh? What's that?
265
00:17:34,805 --> 00:17:38,600
Spider-Man! So predictable.
266
00:17:39,393 --> 00:17:41,144
Ock?
267
00:17:41,228 --> 00:17:43,230
This bomb has to be deactivated.
268
00:17:43,230 --> 00:17:45,941
If it goes off, everyone in the building
will be destroyed,
269
00:17:45,941 --> 00:17:48,777
including you in that tin box
you're scooting around in!
270
00:17:49,778 --> 00:17:52,489
Do not concern yourself
with such a triviality.
271
00:17:52,573 --> 00:17:55,033
As soon as I've defeated you,
272
00:17:55,117 --> 00:17:59,580
I'll take care of the bomb myself,
as per my plan.
273
00:18:05,836 --> 00:18:08,505
I hope your new appliance
came with a warranty.
274
00:18:08,922 --> 00:18:11,175
This mere metal frame was never meant
275
00:18:11,175 --> 00:18:15,220
to be a long-term vehicle
for my precious mind.
276
00:18:15,304 --> 00:18:18,307
No. I've had my eye
on a much better model.
277
00:18:22,060 --> 00:18:25,480
Fighting you put my original body
into a coma.
278
00:18:26,356 --> 00:18:28,734
- Ow!
- You owe me a new one.
279
00:18:28,734 --> 00:18:33,030
Something spider-powered, perhaps?
280
00:18:33,614 --> 00:18:36,491
Wait. What are you... What are you saying?
281
00:18:40,037 --> 00:18:43,916
From inside the circuits
of the Neuro-Cortex,
282
00:18:43,916 --> 00:18:46,585
I placed a bounty on your head.
283
00:18:46,835 --> 00:18:50,088
I never believed
any of those newbie villains
284
00:18:50,172 --> 00:18:51,507
would take you down.
285
00:18:51,507 --> 00:18:54,843
I just needed your defenses worn out...
286
00:18:55,052 --> 00:18:58,597
...making you susceptible to the download
287
00:18:58,597 --> 00:19:03,727
of my mind into your body, permanently!
288
00:19:13,529 --> 00:19:15,030
Sorry, Ock,
289
00:19:15,030 --> 00:19:19,076
but this body is already occupied!
290
00:19:29,002 --> 00:19:32,506
You don't play well with others.
I'm taking away your toys.
291
00:19:34,049 --> 00:19:35,717
You'll pay for...
292
00:19:36,134 --> 00:19:37,427
You are in time-out.
293
00:19:39,847 --> 00:19:42,516
Wow, Spider-Girl. I'm impressed.
294
00:19:42,516 --> 00:19:44,309
You're a natural.
295
00:19:44,393 --> 00:19:47,145
Well, you and Spidey
haven't set bad examples.
296
00:19:47,646 --> 00:19:50,440
Hey! The facility's computer nerve center!
297
00:19:51,024 --> 00:19:53,485
Let's see if we can cancel
the lockdown from in here.
298
00:19:57,322 --> 00:19:58,490
Huh?
299
00:20:00,742 --> 00:20:01,743
Huh?
300
00:20:12,171 --> 00:20:15,340
Don't have much time left.
We gotta get back in and help Spidey.
301
00:20:29,021 --> 00:20:31,023
Spider-Man, yeah!
302
00:20:31,023 --> 00:20:33,358
Way to go, man!
303
00:20:33,442 --> 00:20:35,777
You did it, Spider-Man.
304
00:20:36,403 --> 00:20:38,572
They don't think he's a menace today.
305
00:20:38,572 --> 00:20:41,408
Maybe people will finally see Spidey
for who he really is.
306
00:20:52,002 --> 00:20:53,754
The fools!
307
00:20:53,754 --> 00:20:59,176
No one even suspects that the genius
of Dr. Otto Octavius has won the day!
308
00:20:59,760 --> 00:21:02,262
Spider-Man is no more.
309
00:21:02,346 --> 00:21:04,973
My mind in this body,
310
00:21:05,057 --> 00:21:08,852
Dr. Octopus is now Spider-Man!
311
00:21:14,983 --> 00:21:18,153
Hello? Hello?
312
00:21:18,237 --> 00:21:21,532
Hello? Is anyone there?
313
00:21:22,991 --> 00:21:24,284
Where am I?
24080
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