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1
00:00:02,127 --> 00:00:04,087
So we're battling Sandgirl,
then he...
2
00:00:04,171 --> 00:00:05,839
And remember, I'm talking
about Spider-Man.
3
00:00:06,006 --> 00:00:10,010
He heat zaps her, so she turns
into Glass Girl, like all made of glass.
4
00:00:10,177 --> 00:00:12,971
Then he's seriously about
to smash her into little pieces,
5
00:00:13,055 --> 00:00:15,516
but I stopped him,
so now he apparently hates me.
6
00:00:16,642 --> 00:00:19,102
Ugh! I mean, that's not him, right?
7
00:00:19,186 --> 00:00:21,730
It can't be.
Maybe he's a clone or something.
8
00:00:21,939 --> 00:00:23,398
Thank you for coming to me with this.
9
00:00:23,982 --> 00:00:26,777
Spidey had my back once,
so if there's a chance he's in trouble,
10
00:00:26,985 --> 00:00:27,986
I'm here to help.
11
00:00:28,487 --> 00:00:30,280
Awesome! So what
do you think's going on?
12
00:00:30,656 --> 00:00:32,783
Well, could be a shape-shifting alien.
13
00:00:33,200 --> 00:00:35,244
What? Is that a thing?
14
00:00:35,619 --> 00:00:38,830
Of course. But officially,
I never said that.
15
00:00:39,164 --> 00:00:42,125
Look, I know one thing's for sure.
Pete needs us.
16
00:00:42,459 --> 00:00:44,628
I know we don't "know" know each other,
17
00:00:44,878 --> 00:00:46,129
but since you and Spidey are cool,
18
00:00:46,213 --> 00:00:50,759
maybe we can get the,
you know, "team" involved.
19
00:00:50,968 --> 00:00:52,761
Don't worry. We got your back.
20
00:00:53,554 --> 00:00:54,972
I was really hoping you'd say that.
21
00:01:04,147 --> 00:01:06,692
Use the energy signature.
Locate the mental device.
22
00:01:07,734 --> 00:01:09,027
Affirmative.
23
00:01:14,366 --> 00:01:16,076
Sending a single agent?
24
00:01:16,326 --> 00:01:18,829
Hardly lives up
to the "Advanced Idea" part
25
00:01:18,829 --> 00:01:20,706
of AIM's absurd moniker.
26
00:01:27,296 --> 00:01:28,589
Device acquired.
27
00:01:31,508 --> 00:01:32,968
Spider-Man? Fire!
28
00:01:38,974 --> 00:01:40,350
This guy always blabs.
29
00:01:40,517 --> 00:01:41,977
Target the sound of his voice.
30
00:01:42,603 --> 00:01:44,897
Why so quiet, bug-brain? Afraid?
31
00:01:46,064 --> 00:01:48,775
No. Annoyed.
32
00:01:51,028 --> 00:01:53,071
Hey, how did... Uh-oh.
33
00:01:55,365 --> 00:01:56,700
I came expecting AIM.
34
00:01:57,034 --> 00:01:58,243
You think I wouldn't be prepared
35
00:01:58,327 --> 00:02:01,496
to disable every single one
of your weapons?
36
00:02:02,331 --> 00:02:03,999
You may have planned for our weapons,
37
00:02:03,999 --> 00:02:07,961
but in a warehouse full of them,
did you ever plan on this?
38
00:02:08,712 --> 00:02:10,631
- Hmm. Unexpected.
39
00:02:29,274 --> 00:02:31,693
I should've accessed
their inventory database
40
00:02:31,777 --> 00:02:33,946
and planned for all the weapons
available here.
41
00:02:35,280 --> 00:02:38,575
A foolish oversight worthy
of that imbecile, Peter Parker.
42
00:02:39,159 --> 00:02:41,578
What? Overheated?
43
00:02:42,162 --> 00:02:43,413
Interesting.
44
00:02:43,914 --> 00:02:45,040
There!
45
00:02:52,548 --> 00:02:54,508
But now that I, Otto Octavius,
46
00:02:54,508 --> 00:02:57,302
have placed my mind
into Peter Parker's body,
47
00:02:57,469 --> 00:02:59,096
- I'm am superi...
- Ah!
48
00:03:00,389 --> 00:03:03,141
The destruction
of Spider-Man.
49
00:03:03,267 --> 00:03:05,185
That would be worth a promotion.
50
00:03:05,394 --> 00:03:07,354
Piece of junk!
51
00:03:08,146 --> 00:03:10,858
Alas, pinned here, helpless.
52
00:03:10,983 --> 00:03:15,737
Curse my luck, as no doubt the villain
will use this opportunity to escape.
53
00:03:16,780 --> 00:03:19,783
Excellent. The fool believed my charade.
54
00:03:21,451 --> 00:03:23,495
Now with my spider-tracer in place,
55
00:03:23,579 --> 00:03:26,331
I will finally be able to discover
why AIM has stolen
56
00:03:26,415 --> 00:03:29,543
three different mental projection devices
in as many days!
57
00:03:29,543 --> 00:03:31,461
Once I track them to their lair,
58
00:03:31,545 --> 00:03:34,965
I will be able to discover
their endgame and ruin it.
59
00:03:36,925 --> 00:03:39,303
Okay. So what if my mind is trapped
60
00:03:39,303 --> 00:03:40,762
in my high school's main computer
61
00:03:40,846 --> 00:03:43,182
while a super-villain
runs around wearing my body?
62
00:03:43,891 --> 00:03:45,017
I've been in weirder...
63
00:03:45,767 --> 00:03:47,060
Oh, who am I kidding?
64
00:03:47,686 --> 00:03:50,022
This is the weirdest situation ever.
65
00:03:50,606 --> 00:03:53,150
What I need to figure out is how
to get a message to Miles,
66
00:03:53,150 --> 00:03:55,110
Gwen, Anya, anybody.
67
00:03:55,194 --> 00:03:56,486
Huh?
68
00:03:57,946 --> 00:03:59,656
What's that?
69
00:04:02,201 --> 00:04:03,285
A picture cache.
70
00:04:04,244 --> 00:04:06,997
Ugh! Is anything in here properly labeled?
71
00:04:06,997 --> 00:04:09,333
I mean, how hard is it to find
a root directory?
72
00:04:09,333 --> 00:04:11,210
Loading root directory.
73
00:04:12,419 --> 00:04:14,505
Oh.
74
00:04:15,088 --> 00:04:16,798
A root directory. Yes!
75
00:04:17,216 --> 00:04:18,926
See? Talking to yourself does help.
76
00:04:19,468 --> 00:04:21,887
Now, I just need to make contact
so I can get back into my body
77
00:04:21,887 --> 00:04:24,264
and control-alt-delete Ock outta there.
78
00:04:25,098 --> 00:04:27,184
Ah, great! Access nodes.
79
00:04:27,935 --> 00:04:29,061
Access denied.
80
00:04:30,312 --> 00:04:31,605
Access denied.
81
00:04:32,648 --> 00:04:34,274
Oh, what? Come on!
82
00:04:35,275 --> 00:04:37,486
Open. Computer,
83
00:04:38,237 --> 00:04:39,238
access node folders.
84
00:04:39,238 --> 00:04:42,741
Access denied. Access denied.
Access denied. Access denied...
85
00:04:44,368 --> 00:04:47,287
Ock hired a bunch of villains to come
after me when he was in here,
86
00:04:47,371 --> 00:04:49,831
so there's gotta be a way to communicate
with the outside world.
87
00:04:51,375 --> 00:04:54,711
This is a waste of time, trying to think
like a mad scientist.
88
00:04:55,045 --> 00:04:58,215
I mean, who knows what goes
on in Otto Octavius' brain?
89
00:04:58,215 --> 00:05:00,050
Otto Octavius.
90
00:05:00,425 --> 00:05:02,636
Brain memory store backup. Loading.
91
00:05:03,512 --> 00:05:06,014
What? Ock's memories?
92
00:05:07,057 --> 00:05:08,433
This is... Ugh!
93
00:05:09,059 --> 00:05:11,520
This could be gross and terrifying.
94
00:05:12,229 --> 00:05:13,230
"Grossifying"?
95
00:05:14,189 --> 00:05:17,067
But if I want out of here, I need to see
Ock's memory of how he did it.
96
00:05:19,278 --> 00:05:22,406
This is insane. It looks so... real.
97
00:05:22,948 --> 00:05:23,949
No!
98
00:05:26,326 --> 00:05:27,452
Figures.
99
00:05:27,786 --> 00:05:29,621
Even growing up, Ock,
you were nothing but a...
100
00:05:30,330 --> 00:05:31,665
Bully?
101
00:05:32,207 --> 00:05:34,209
Please, just leave me alone.
102
00:05:39,506 --> 00:05:40,632
Hey! Enough!
103
00:05:41,466 --> 00:05:43,552
I can't stop them.
104
00:05:44,011 --> 00:05:46,388
Ugh. This is a memory.
It already happened.
105
00:05:47,014 --> 00:05:50,350
Is my Ottoman gonna cry?
106
00:05:50,434 --> 00:05:53,812
Be sure not to get my shoes wet, Ottoman.
107
00:05:53,979 --> 00:05:55,898
Tell you what. Another bad grade,
108
00:05:56,023 --> 00:05:57,357
Coach says I'm off the team.
109
00:05:57,733 --> 00:06:00,110
But let me copy off ya
on the chemistry midterm,
110
00:06:00,694 --> 00:06:02,988
and maybe I'll be too busy with baseball
111
00:06:03,155 --> 00:06:06,742
to care about my favorite footrest.
112
00:06:12,956 --> 00:06:14,082
I saw it coming.
113
00:06:14,166 --> 00:06:16,543
With Spider-Man's recent actions
against AIM
114
00:06:16,752 --> 00:06:19,421
it was only a matter of time before
he caught up with our unit.
115
00:06:20,088 --> 00:06:21,798
To help awaken the subject,
116
00:06:22,007 --> 00:06:23,258
your mental device, sir.
117
00:06:23,800 --> 00:06:26,970
No matter. He'll hardly be a match
for our secret weapon.
118
00:06:27,179 --> 00:06:29,223
And with this, we near the finish.
119
00:06:29,473 --> 00:06:31,350
The project promises to be more powerful
120
00:06:31,350 --> 00:06:33,977
than even the Scientist Supreme
could've imagined.
121
00:06:35,938 --> 00:06:38,607
- It seems my unwitting pawn
122
00:06:38,607 --> 00:06:40,400
has reached his destination.
123
00:06:41,527 --> 00:06:43,111
You doing
some sightseeing, web-head?
124
00:06:43,195 --> 00:06:44,196
Stark?
125
00:06:46,365 --> 00:06:47,658
In the armored flesh.
126
00:06:47,908 --> 00:06:50,244
Now, can we skip
the usual hero worship stuff,
127
00:06:50,244 --> 00:06:51,328
where you fawn all over me?
128
00:06:51,328 --> 00:06:54,331
'Cause, I mean, don't get me wrong,
I love all that,
129
00:06:54,331 --> 00:06:56,124
but we've got some questions for you.
130
00:06:57,167 --> 00:06:59,044
Like, what planet are you from?
131
00:06:59,378 --> 00:07:00,921
Spartax? Vrelnex?
132
00:07:01,672 --> 00:07:02,965
What is all this?
133
00:07:03,298 --> 00:07:05,175
Nothing to get riled up about, kid.
134
00:07:05,425 --> 00:07:07,302
Just a friendly neighborhood check-in.
135
00:07:08,095 --> 00:07:10,180
Leave me to my business, Stark.
136
00:07:11,223 --> 00:07:12,599
Yeah, that's not happening.
137
00:07:12,891 --> 00:07:14,977
Look, Pajamas, we're gonna take
a few scans,
138
00:07:14,977 --> 00:07:17,521
make sure everything's tip-top
and under control with you.
139
00:07:18,063 --> 00:07:20,649
- Why would it not be?
- Oh, I don't know.
140
00:07:20,983 --> 00:07:23,443
Maybe because of all the reports
that you're now a loose cannon?
141
00:07:23,902 --> 00:07:25,904
Also, that you're, like, super not funny.
142
00:07:26,363 --> 00:07:28,115
Uh, well, even less funny than normal.
143
00:07:28,907 --> 00:07:30,951
My wit is elevated.
144
00:07:31,535 --> 00:07:34,705
Wait. Reports? From who?
145
00:07:35,497 --> 00:07:37,583
We're the Avengers. We have sources.
146
00:07:38,500 --> 00:07:39,918
Morales.
147
00:07:40,752 --> 00:07:42,212
I do not have time for this.
148
00:07:43,547 --> 00:07:44,882
We're not asking.
149
00:07:47,259 --> 00:07:50,846
Whoa, whoa, whoa!
Not cool! Stand down, Spidey!
150
00:07:51,263 --> 00:07:53,015
Unhand me!
151
00:07:53,891 --> 00:07:56,393
Okay, this just got funky.
152
00:07:56,643 --> 00:07:58,937
Not sure what the deal is,
but you're coming with us.
153
00:07:59,062 --> 00:08:02,107
Not on your life, Stark!
154
00:08:04,484 --> 00:08:06,945
Uh, kid, you're probably
gonna wanna rethink this.
155
00:08:07,487 --> 00:08:10,282
My calculations
never need to be rethought.
156
00:08:14,077 --> 00:08:16,788
Okay, Pajamas, stow your tray table.
157
00:08:20,375 --> 00:08:21,877
Stark!
158
00:08:23,003 --> 00:08:24,588
Just a quick scenic trip.
159
00:08:25,088 --> 00:08:26,924
Enjoy the view until your lights go out.
160
00:08:29,593 --> 00:08:31,261
Trying to
cut off my oxygen supply
161
00:08:31,428 --> 00:08:33,138
by going into the upper atmosphere?
162
00:08:37,142 --> 00:08:39,853
No. I am your superior!
163
00:08:44,107 --> 00:08:45,776
No way this is ending well.
164
00:08:46,026 --> 00:08:47,861
Stark can handle himself.
165
00:08:48,820 --> 00:08:51,907
Coming down hard!
Kid, we need to pull up!
166
00:08:52,824 --> 00:08:54,535
Quiet. I am calculating.
167
00:09:02,584 --> 00:09:04,002
- No...
- Way.
168
00:09:11,301 --> 00:09:14,054
Your logistics need serious...
169
00:09:14,054 --> 00:09:16,265
work!
170
00:09:21,562 --> 00:09:23,397
That... was embarrassing.
171
00:09:24,356 --> 00:09:25,649
Yes, it was.
172
00:09:26,108 --> 00:09:27,693
So much for
"friends till the end."
173
00:09:28,902 --> 00:09:31,864
Friends or not, you are in my way.
174
00:09:34,116 --> 00:09:35,868
Yes, we are.
175
00:09:42,916 --> 00:09:45,294
Is this a Curie Craftchem set?
176
00:09:45,961 --> 00:09:49,381
Oh, man! Uncle Ben bought me
this exact model when I was a kid.
177
00:09:51,091 --> 00:09:52,301
What happened to you, Ock?
178
00:09:53,802 --> 00:09:55,220
You had everything I had.
179
00:09:55,429 --> 00:09:57,723
You're a smart kid. Where'd it go wrong?
180
00:10:03,937 --> 00:10:06,607
What'd I tell you about working
with your play set at the table?
181
00:10:07,983 --> 00:10:10,110
I told you, it's a chemistry set.
182
00:10:11,278 --> 00:10:13,238
What's that? You talking back to me?
183
00:10:15,741 --> 00:10:17,034
Please. Don't, sir.
184
00:10:17,451 --> 00:10:20,329
I've been working on perfecting
that formula for weeks. It could...
185
00:10:20,329 --> 00:10:23,582
You are talking back! Huh!
You think you're better than me, huh?
186
00:10:24,249 --> 00:10:26,418
Your good grades, your big dreams.
187
00:10:26,919 --> 00:10:28,170
No!
188
00:10:28,170 --> 00:10:30,672
See?
189
00:10:31,256 --> 00:10:32,716
You are no better than me.
190
00:10:33,467 --> 00:10:35,219
What you do, I can take away.
191
00:10:35,802 --> 00:10:38,138
Now, you go play with the other kids
like you're supposed to.
192
00:10:38,430 --> 00:10:39,681
Be normal for once.
193
00:10:40,098 --> 00:10:42,351
I am normal. Science is...
194
00:10:42,351 --> 00:10:45,562
Ugh! I'm sick of you blubbering
about science all the time!
195
00:10:45,938 --> 00:10:47,648
Science is useless.
196
00:10:47,898 --> 00:10:49,608
You know what got me
ahead in this world? Huh?
197
00:10:50,692 --> 00:10:52,528
These hands, these arms!
198
00:10:52,903 --> 00:10:56,281
Strength is the only thing
this world understands.
199
00:10:57,157 --> 00:10:59,034
That's, that's not fair.
200
00:10:59,326 --> 00:11:00,410
"That's not fair."
201
00:11:00,494 --> 00:11:03,664
Ugh. Life gives to the powerful,
202
00:11:03,789 --> 00:11:06,458
not the ones that whine about what's fair.
203
00:11:10,337 --> 00:11:11,713
Power...
204
00:11:12,714 --> 00:11:14,633
I do have power.
205
00:11:15,676 --> 00:11:17,094
Oh, boy.
206
00:11:22,516 --> 00:11:24,893
Hey, there, PJs.
We took those scans we wanted.
207
00:11:24,977 --> 00:11:28,021
Wasn't so bad. Might even be a lollipop
in your future.
208
00:11:28,105 --> 00:11:31,316
Not so bad? He rode you like a surfboard.
209
00:11:32,901 --> 00:11:35,445
Ah, right. Yeah, no lollipop.
210
00:11:35,863 --> 00:11:37,573
Million-dollar dry cleaning bill instead.
211
00:11:38,156 --> 00:11:40,534
Sorry to break up the comedy hour.
Excuse us.
212
00:11:42,369 --> 00:11:44,329
Need to confer with my colleagues.
213
00:11:46,999 --> 00:11:48,125
So, what now?
214
00:11:48,709 --> 00:11:51,336
What do you mean?
The scans confirm it's him.
215
00:11:51,545 --> 00:11:54,089
- The real him.
- But aliens could've...
216
00:11:54,256 --> 00:11:56,800
No aliens. I checked.
217
00:11:57,968 --> 00:12:01,138
I don't know, Tony.
His fighting style, it's different.
218
00:12:01,305 --> 00:12:03,640
A different skill set
than the last time I saw him.
219
00:12:04,683 --> 00:12:06,268
This whole thing doesn't add up.
220
00:12:06,435 --> 00:12:07,936
Spidey wouldn't act this way.
221
00:12:08,270 --> 00:12:10,272
He's a friend and you two are his idols.
222
00:12:11,064 --> 00:12:12,274
You check for mind control?
223
00:12:12,441 --> 00:12:15,068
Mind control, doppelgangers,
LMDs, cloning,
224
00:12:15,152 --> 00:12:17,696
Asgardian illusion spells, holo-disguises.
225
00:12:17,696 --> 00:12:20,949
Negative on all.
It's the kid. That's Peter Parker.
226
00:12:21,450 --> 00:12:24,578
It's a sad fact, but sometimes
people just change.
227
00:12:24,578 --> 00:12:26,246
Congratulations, Stark.
228
00:12:29,541 --> 00:12:32,294
You wasted your time proving the obvious.
229
00:12:32,586 --> 00:12:34,630
Away from the controls,
kid, now!
230
00:12:35,130 --> 00:12:36,423
I don't think so.
231
00:12:36,507 --> 00:12:39,885
Despite my warnings,
you forced my hand, wasting my time.
232
00:12:40,552 --> 00:12:41,637
So to make up for it...
233
00:12:42,638 --> 00:12:44,264
You are now my chauffer.
234
00:12:44,848 --> 00:12:46,350
Does this mean I get to hit him again?
235
00:12:46,975 --> 00:12:48,143
Because I'd be okay with that.
236
00:12:48,644 --> 00:12:51,146
Oh, you do not want
to stop the bad guys?
237
00:12:51,605 --> 00:12:54,441
The ones I was tracking
before you absconded with me?
238
00:12:54,858 --> 00:12:56,902
I am sure you remember AIM.
239
00:12:57,778 --> 00:12:58,862
Explain.
240
00:12:58,946 --> 00:13:00,447
There has been a rash of break-ins
241
00:13:00,531 --> 00:13:03,033
at science labs, so I laid in wait.
242
00:13:03,408 --> 00:13:07,287
Meanwhile, my spider-bots have been
picking up chatter, something called a...
243
00:13:07,371 --> 00:13:09,873
- Doomsday Chair.
- You've heard this too?
244
00:13:10,332 --> 00:13:12,626
Ever since we took down
the Scientist Supreme,
245
00:13:12,626 --> 00:13:14,336
something big's been in the works.
246
00:13:14,586 --> 00:13:17,256
An AIM agent I interrogated
mentioned a Doomsday Chair.
247
00:13:17,756 --> 00:13:19,883
Then it is your good fortune
that you ran into me,
248
00:13:19,967 --> 00:13:21,760
as I have their base coordinates.
249
00:13:21,927 --> 00:13:24,179
Prepare yourselves.
Wait. Let us...
250
00:13:29,518 --> 00:13:30,727
- GUARD 1: Huh?
- GUARD 2: Huh?
251
00:13:30,811 --> 00:13:32,354
Structural failure detected.
- What?
252
00:13:32,354 --> 00:13:33,605
Notify maintenance.
253
00:13:45,784 --> 00:13:47,369
Everybody...
- Surrender,
254
00:13:47,661 --> 00:13:50,873
before me and my lackeys
destroy you completely.
255
00:13:51,623 --> 00:13:52,624
"Lackeys"?
256
00:13:53,333 --> 00:13:55,669
Ah, you brought
the Avengers.
257
00:13:55,794 --> 00:13:57,504
Perfect. Perfect!
258
00:13:58,046 --> 00:14:00,090
Explain your meaning, now.
259
00:14:00,174 --> 00:14:02,718
Did you think we wouldn't find your toy?
260
00:14:03,051 --> 00:14:06,221
We already planned to test
our newest weapon on you.
261
00:14:06,471 --> 00:14:09,808
But the Avengers as well?
Beyond hopes.
262
00:14:10,392 --> 00:14:12,603
Okay. I don't speak Villain-ese.
263
00:14:12,603 --> 00:14:14,271
What's going on? What weapon?
264
00:14:14,271 --> 00:14:17,524
Allow us to introduce
the next Scientist Supreme,
265
00:14:17,858 --> 00:14:21,278
a Mental Organism Designed
Only for KAOS,
266
00:14:21,528 --> 00:14:24,615
otherwise known as... M.O.D.O.K.!
267
00:14:32,206 --> 00:14:34,791
Sorry. I'm sorry. Don't mind me.
268
00:14:35,375 --> 00:14:39,213
It's just the big, floating baby head.
269
00:14:43,926 --> 00:14:47,137
Go ahead,
laugh at me now, fools!
270
00:14:48,347 --> 00:14:51,183
He seems to have technopathic control
of this environment!
271
00:14:51,475 --> 00:14:53,560
Avengers! Imbeciles!
272
00:15:03,779 --> 00:15:05,489
You are foolish to challenge me.
273
00:15:05,489 --> 00:15:08,492
I am the apex of AIM technology! What?
274
00:15:09,284 --> 00:15:12,496
- Ha! Open-wire access on a hovercraft?
- No, no, no, no, no!
275
00:15:12,496 --> 00:15:15,374
Say good-bye to your stabilizer control,
monstrosity!
276
00:15:18,377 --> 00:15:20,921
Avengers, gather together!
277
00:15:21,046 --> 00:15:23,048
That's not how we say that.
278
00:15:24,758 --> 00:15:27,427
Here's the plan, Widow, flank left,
draw their fire.
279
00:15:27,594 --> 00:15:30,138
Stark, lay down cover and take down
the encroaching bots.
280
00:15:30,222 --> 00:15:32,057
Marvel, approach M.O.D.O.K. from behind.
281
00:15:32,182 --> 00:15:34,309
Usually, to be in charge
of the Avengers,
282
00:15:34,393 --> 00:15:37,396
you have to first be a member
of the Avengers.
283
00:15:38,105 --> 00:15:39,982
So, what do we do, boss?
284
00:15:47,406 --> 00:15:49,241
Widow, flank left,
draw their fire.
285
00:15:49,241 --> 00:15:51,618
I'll lay down cover and take down
the encroaching bots.
286
00:15:51,994 --> 00:15:54,121
Marvel, approach M.O.D.O.K. from behind.
287
00:16:05,841 --> 00:16:08,177
Finally,
obedience from my underlings.
288
00:16:08,427 --> 00:16:10,220
Now I can enact my plan.
289
00:16:11,221 --> 00:16:13,390
Your skills do you credit, child,
290
00:16:13,599 --> 00:16:18,187
but you face the power of M.O.D.O.K.
a force of pure KAOS!
291
00:16:18,854 --> 00:16:21,857
- Good-bye.
- I'm the child?
292
00:16:21,857 --> 00:16:24,902
You're the one
with the big, fat, baby head!
293
00:16:27,863 --> 00:16:29,865
Ms. Marvel!
294
00:16:37,581 --> 00:16:39,499
What happened here,
Ottoman!
295
00:16:39,583 --> 00:16:41,793
I copied you exactly,
but I failed!
296
00:16:41,877 --> 00:16:44,588
Guess you ain't as smart
as you think.
297
00:16:46,215 --> 00:16:48,675
Do you not understand,
you imbecile?
298
00:16:48,759 --> 00:16:50,969
I failed on purpose.
299
00:16:51,053 --> 00:16:53,972
But that means you
got an "F," too, doofus!
300
00:16:54,056 --> 00:16:55,724
Mmm, yes.
301
00:16:55,724 --> 00:17:00,521
But my superior grades can easily absorb
one failed exam.
302
00:17:00,521 --> 00:17:04,149
However, your more fragile standing
will never recover.
303
00:17:04,233 --> 00:17:06,235
Good-bye, sports.
304
00:17:06,235 --> 00:17:08,278
- Good-bye, scholarship...
- Huh?
305
00:17:08,362 --> 00:17:11,823
...the only way you could possibly hope
to get into a good college.
306
00:17:11,907 --> 00:17:13,867
Don't you see?
307
00:17:13,951 --> 00:17:15,953
I've ruined you utterly,
308
00:17:15,953 --> 00:17:19,414
and all without
lifting a finger.
309
00:17:21,500 --> 00:17:23,210
You'll pay for...
310
00:17:23,210 --> 00:17:26,088
Steve,
quit messing around.
311
00:17:26,088 --> 00:17:27,881
Car, now!
312
00:17:27,965 --> 00:17:31,134
We're gonna have a little talk
about your grades.
313
00:17:32,511 --> 00:17:34,930
Steve!
314
00:17:36,974 --> 00:17:39,142
That...
315
00:17:39,226 --> 00:17:42,437
That was amazing!
316
00:17:42,521 --> 00:17:45,941
So that's what Ock does
with great power?
317
00:17:45,941 --> 00:17:49,027
Destroys people's lives?
Huh.
318
00:17:49,111 --> 00:17:51,864
And if I didn't have Ben and May
to teach me better,
319
00:17:51,864 --> 00:17:53,991
could I have
turned out like that?
320
00:17:53,991 --> 00:17:58,161
Vengeful? A villain?
321
00:17:59,955 --> 00:18:02,875
So much for the brilliant
Spider-Man plan.
322
00:18:04,835 --> 00:18:06,628
M.O.D.O.K.!
323
00:18:06,712 --> 00:18:08,422
Face me, you absurd creature!
324
00:18:08,422 --> 00:18:11,425
What can you possibly do
with that mental device?
325
00:18:11,425 --> 00:18:14,344
Your feeble mind
is sorely limited.
326
00:18:14,428 --> 00:18:19,183
Do you think you are the first individual
to use tech to gain mental powers?
327
00:18:19,183 --> 00:18:22,978
I, myself, have some experience
in this arena.
328
00:18:28,942 --> 00:18:31,320
Okay.
329
00:18:31,320 --> 00:18:34,239
In retrospect, maybe there are some merits
to the kid's plan.
330
00:19:04,937 --> 00:19:07,105
While you were busy
chasing down my minions,
331
00:19:07,189 --> 00:19:09,274
I defeated you, M.O.D.O.K.
332
00:19:09,358 --> 00:19:11,860
And I didn't even
have to lift a finger.
333
00:19:11,944 --> 00:19:14,488
Wait.
Were you using us?
334
00:19:14,488 --> 00:19:18,242
Your whole plan was to use us as bait
while you got the mental device?
335
00:19:18,242 --> 00:19:20,244
You were not
the worst sidekicks.
336
00:19:20,244 --> 00:19:22,371
But if I ever have
need of you again,
337
00:19:22,371 --> 00:19:25,374
please remember to check
your egos at the door.
338
00:19:25,374 --> 00:19:28,252
I will leave the cleanup
to you.
339
00:19:28,252 --> 00:19:33,131
He used to be nice, sweet.
340
00:19:33,215 --> 00:19:35,926
He can no longer
be trusted.
341
00:19:35,926 --> 00:19:37,970
And this is coming
from a spy.
342
00:19:37,970 --> 00:19:39,972
I don't know.
Love him or hate him,
343
00:19:39,972 --> 00:19:42,349
it's indisputable that Spider-Man
is better at this
344
00:19:42,349 --> 00:19:44,768
than ever before.
345
00:19:44,852 --> 00:19:49,022
Well, even though Ock and I
aren't as different as I thought,
346
00:19:49,106 --> 00:19:51,900
this isn't getting me any closer
to escaping this place.
347
00:19:51,984 --> 00:19:55,153
Computer, can you fast-forward
these memories?
348
00:19:55,237 --> 00:19:57,823
Accessing fast-forward.
349
00:20:02,202 --> 00:20:04,121
This is from the beginning
of the school year,
350
00:20:04,121 --> 00:20:08,333
when Ock had Gwen, Anya,
and Miles hooked into the computer.
351
00:20:08,417 --> 00:20:10,169
Computer, pause.
352
00:20:10,169 --> 00:20:13,964
They sent a blast
of mental feedback at him.
353
00:20:13,964 --> 00:20:15,966
At the same time,
Carolyn Trainer and I
354
00:20:15,966 --> 00:20:17,718
went in to wallop him big-time.
355
00:20:21,096 --> 00:20:23,015
It all started here.
356
00:20:23,015 --> 00:20:26,143
Ock fell into a coma...
Or at least I thought he did.
357
00:20:26,143 --> 00:20:29,188
It turns out
that was just his body.
358
00:20:29,188 --> 00:20:33,317
He must have wirelessly downloaded
his mind into... Into...
359
00:20:33,317 --> 00:20:36,278
Into his arms.
360
00:20:36,278 --> 00:20:38,071
But how?
361
00:20:38,155 --> 00:20:41,533
Computer, show me any command codes
activated at this moment.
362
00:20:41,617 --> 00:20:43,535
Huh.
363
00:20:43,619 --> 00:20:46,371
"Data Log 47E127."
364
00:20:46,455 --> 00:20:49,374
This has to be
the execution command Ock used
365
00:20:49,458 --> 00:20:52,211
to transfer his consciousness
into his arms.
366
00:20:52,211 --> 00:20:55,255
Computer, terminal command. Execute.
367
00:20:57,174 --> 00:21:01,512
All the tests check out,
but something's super off.
368
00:21:01,512 --> 00:21:03,263
What did Iron Man think?
369
00:21:03,347 --> 00:21:06,391
That Spidey's better than ever,
even if he is a pain.
370
00:21:07,893 --> 00:21:11,480
Uh, thanks for trying,
Ms. Marvel. Gotta go.
371
00:21:13,482 --> 00:21:16,193
Ock's arms, alive?
372
00:21:21,615 --> 00:21:25,285
"Miles, it's Peter Parker.
373
00:21:25,369 --> 00:21:28,455
"Ock trapped me in here.
Help."
374
00:21:28,539 --> 00:21:30,249
Peter?
28043
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