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Would you like to inspect the original subtitles? These are the user uploaded subtitles that are being translated: 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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