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1
00:00:00,200 --> 00:00:02,319
Hello?
2
00:00:02,320 --> 00:00:05,150
Where am I?
3
00:00:05,151 --> 00:00:07,567
[music]
4
00:00:12,490 --> 00:00:14,780
Well, this can't be good at all.
5
00:00:16,320 --> 00:00:19,859
Okay, Pete, don't panic.
Uh, you can figure this out.
6
00:00:19,860 --> 00:00:22,819
Last I remember,
I was fighting Doctor Octopus,
7
00:00:22,820 --> 00:00:25,239
and then...
8
00:00:25,240 --> 00:00:28,819
I just needed
your defenses worn out,
9
00:00:28,820 --> 00:00:32,569
making you susceptible
to the download
10
00:00:32,570 --> 00:00:38,359
of my mind into your body,
permanently!
11
00:00:38,360 --> 00:00:40,569
Ock was in robotic form.
12
00:00:40,570 --> 00:00:44,109
Did he swap minds with me?
Is that impossible?
13
00:00:44,110 --> 00:00:46,899
Does that mean I'm trapped
in some kind of machine?
14
00:00:46,900 --> 00:00:51,069
Um, bigger question:
if my mind isn't here,
15
00:00:51,070 --> 00:00:54,860
wherever "here" is, then
where on earth is my body?
16
00:00:58,200 --> 00:00:59,699
'Sup?
17
00:00:59,700 --> 00:01:01,819
That's what we were waiting
to find out, same as you.
18
00:01:01,820 --> 00:01:04,359
[groans]
I'm betting it's about the bug.
19
00:01:04,360 --> 00:01:07,939
Getting chilly out there these days
with the Spider tearing up the streets.
20
00:01:07,940 --> 00:01:10,819
- Eh.
- What? I'm making it up?
21
00:01:10,820 --> 00:01:13,779
Silvermane... taken down.
Same with Big Wheel.
22
00:01:13,780 --> 00:01:15,859
Hammerhead... demolished.
23
00:01:15,860 --> 00:01:17,939
Spider-Man's ripping up
the whole underworld.
24
00:01:17,940 --> 00:01:19,779
And mean-like.
25
00:01:19,780 --> 00:01:23,819
- No more Mr. Nice-Bug or something.
- Pfft. I seen him up close.
26
00:01:23,820 --> 00:01:26,989
Guy's just a circus acrobat
with a bunch of corny jokes.
27
00:01:26,990 --> 00:01:30,271
Total lightweight.
[sinister laughter]
28
00:01:30,440 --> 00:01:31,819
[yells]
29
00:01:31,820 --> 00:01:34,859
It's him!
30
00:01:34,860 --> 00:01:36,819
Yeah, but there's three of us
and one of him,
31
00:01:36,820 --> 00:01:38,649
so just don't let him...
[both yell]
32
00:01:38,650 --> 00:01:41,577
Pick you off one by one?
[gasps]
33
00:01:44,370 --> 00:01:46,969
It's time for a conversation.
34
00:01:46,970 --> 00:01:49,929
I intercepted a text
inviting you all here.
35
00:01:49,930 --> 00:01:53,679
- Who sent it?
- I don't know what you... [yells]
36
00:01:53,680 --> 00:01:55,139
[grunts]
[groans]
37
00:01:55,140 --> 00:01:58,679
Okay. It was Sandgirl.
She called the meeting.
38
00:01:58,680 --> 00:02:01,349
Eh, some big plan.
I don't know what.
39
00:02:01,350 --> 00:02:04,589
Look, I'm innocent here.
I didn't even commit a crime.
40
00:02:04,590 --> 00:02:08,139
And you never will again.
[laughs]
41
00:02:08,140 --> 00:02:10,140
Things are different now. [grunts]
[blow lands]
42
00:02:12,863 --> 00:02:15,970
sync & correction by f1nc0
~ Addic7ed.com ~
43
00:02:38,640 --> 00:02:42,389
Everyone says they're impressed
with this new Spider-Man.
44
00:02:42,390 --> 00:02:45,139
I'm here to tell you,
I don't buy it!
45
00:02:45,140 --> 00:02:48,020
- Spider-Man has a history...
- [Otto Octavius' voice thinking] Oh, I'm newer
46
00:02:48,044 --> 00:02:50,639
than you could possibly
imagine, old fool.
47
00:02:50,640 --> 00:02:56,009
With the brilliant mind of Otto Octavius
now in Peter Parker's body,
48
00:02:56,010 --> 00:03:00,679
Spider-Man's performance has taken
a quantum leap by every conceivable metric.
49
00:03:00,680 --> 00:03:02,469
Parker wasn't worthy of this.
50
00:03:02,470 --> 00:03:04,922
- Good morning, Pete.
- Hmm? Aah!
51
00:03:04,967 --> 00:03:08,509
I mean, uh... good morning
to you, too, dear Aunt May.
52
00:03:08,510 --> 00:03:12,719
[gasps] Oh, good gracious!
Look at this!
53
00:03:12,720 --> 00:03:15,114
All right now.
Who are you,
54
00:03:15,115 --> 00:03:17,509
and what have you done with my Peter?
55
00:03:17,510 --> 00:03:20,849
Nothing.
I've done absolutely nothing.
56
00:03:20,850 --> 00:03:23,549
[chuckling] Ohh.
57
00:03:23,550 --> 00:03:28,639
- I guess you really have finally grown up.
- Ah. [fake chuckling]
58
00:03:28,640 --> 00:03:31,089
A joke. How amusing.
59
00:03:31,090 --> 00:03:34,639
Yes, I am, uh, maturing
before your very eyes.
60
00:03:34,640 --> 00:03:39,049
For example, look at the protein-rich
feast I've concocted for you.
61
00:03:39,050 --> 00:03:43,139
No more of that sugary, carb-loaded
mess you call "wheat cakes."
62
00:03:43,140 --> 00:03:46,929
"Mess"? I thought
you loved my wheat cakes.
63
00:03:46,930 --> 00:03:49,089
Mess? Mass.
64
00:03:49,090 --> 00:03:52,469
I meant "mass."
Of tastiness, admittedly.
65
00:03:52,470 --> 00:03:54,549
But now that I'm all grown up,
66
00:03:54,550 --> 00:03:57,549
my priority is to keep you
healthy and happy.
67
00:03:57,550 --> 00:03:59,299
Well, all right.
68
00:03:59,300 --> 00:04:05,299
- I suppose I could get used to this.
- Yes. Now, off to school.
69
00:04:05,300 --> 00:04:07,589
Already? But it's only...
70
00:04:07,590 --> 00:04:11,089
Cannot be late
for my first day back.
71
00:04:11,390 --> 00:04:14,333
"First day back"?
72
00:04:14,480 --> 00:04:19,849
I must maintain a plausible Parker
impersonation if I'm going to pull this off.
73
00:04:19,850 --> 00:04:21,429
Hey, Pete.
74
00:04:21,430 --> 00:04:24,179
Yes! I am Peter Parker.
75
00:04:24,180 --> 00:04:26,309
That is absolutely correct.
[chuckles]
76
00:04:26,310 --> 00:04:28,219
Huh?
77
00:04:28,220 --> 00:04:31,095
I think that went well.
78
00:04:31,330 --> 00:04:33,640
[students groan, grumble]
79
00:04:35,270 --> 00:04:37,219
[scoffs]
Does it count as pop quiz
80
00:04:37,220 --> 00:04:39,140
if it happens almost every day?
81
00:04:46,180 --> 00:04:49,099
Don, I realize
"many worlds" theory
82
00:04:49,100 --> 00:04:52,099
is currently all the rage
with science fiction fans,
83
00:04:52,100 --> 00:04:54,479
but to rely on it as actual evidence
84
00:04:54,480 --> 00:04:57,099
of quantum locality is beneath you.
85
00:04:57,100 --> 00:04:59,099
This is a physics class.
86
00:04:59,100 --> 00:05:02,430
Please do not waste our time
with such fantasy.
87
00:05:03,930 --> 00:05:06,809
Hmph! Ridiculous.
88
00:05:06,810 --> 00:05:10,179
Hey, Pete!
Max is looking for you.
89
00:05:10,180 --> 00:05:14,099
[scoffs] Modell?
I am sure it is trivial.
90
00:05:14,100 --> 00:05:17,139
Tell him I will catch up
with him when I have time.
91
00:05:17,140 --> 00:05:19,139
Uh, I'm not your assistant, dude.
92
00:05:19,140 --> 00:05:22,719
- Just passing the message.
- What? Uh...
93
00:05:22,720 --> 00:05:26,599
Oh, right.
Sorry... dude.
94
00:05:26,600 --> 00:05:30,809
But the, uh, assistant thing
is a good... cool idea.
95
00:05:30,810 --> 00:05:33,430
Let me know if you think
of any suitable candidates.
96
00:05:36,140 --> 00:05:38,099
Is Pete getting enough sleep?
97
00:05:38,100 --> 00:05:40,929
Don't know the answer to that,
but I do know this:
98
00:05:40,930 --> 00:05:45,059
in class just now, he totally
owned Dr. Lamaze right to his face.
99
00:05:45,060 --> 00:05:47,776
Who knew Parker could be so assertive?
100
00:05:48,543 --> 00:05:51,979
[man scoffs] If I knew you'd
be here, I'd have stayed home.
101
00:05:51,980 --> 00:05:54,349
You got a lot of guts
showing your face!
102
00:05:54,350 --> 00:05:57,019
- This some kind of trick?
- Didn't think you'd be here.
103
00:05:57,020 --> 00:05:58,820
I got nothing to say to you.
[whooshing sound]
104
00:06:00,220 --> 00:06:03,719
Knock it off!
Any old beefs between gangs?
105
00:06:03,720 --> 00:06:06,809
Let 'em go, now!
Got it?
106
00:06:06,810 --> 00:06:09,019
I know some of you
were Hammerhead's guys,
107
00:06:09,020 --> 00:06:10,679
some of you worked for Silvermane.
108
00:06:10,680 --> 00:06:12,599
Whatever.
They're gone now.
109
00:06:12,600 --> 00:06:16,019
Go back to your people and you tell
them we all gotta come together.
110
00:06:16,020 --> 00:06:18,519
It's no secret Spider-Man's
upped his game.
111
00:06:18,520 --> 00:06:22,320
But if we unite, he can't beat us all.
112
00:06:27,140 --> 00:06:28,599
[scoffs, sighs]
113
00:06:28,600 --> 00:06:32,099
Finally, the menial tasks
of the school day are over.
114
00:06:32,100 --> 00:06:34,479
Time to focus on what really matters.
115
00:06:34,480 --> 00:06:37,639
So, according to the thug
with the bad hygiene,
116
00:06:37,640 --> 00:06:40,179
Sandgirl's looking to make a move, huh?
117
00:06:40,180 --> 00:06:42,889
What's her plan, I wonder?
118
00:06:42,890 --> 00:06:47,099
Perhaps my Spider-Bots captured clues
in the drivel of those half-wits.
119
00:06:47,100 --> 00:06:50,589
Wait. What is that?
120
00:06:51,600 --> 00:06:54,019
Sandgirl was there the entire time?!
121
00:06:54,020 --> 00:06:56,179
Now she's a step ahead of me.
122
00:06:56,180 --> 00:07:00,349
Nothing escapes
my Spider-Bot's keen eye.
123
00:07:00,350 --> 00:07:05,019
Sandgirl, where are you?
124
00:07:05,020 --> 00:07:08,099
[beeps] Fire?
Convenience store holdup?
125
00:07:08,100 --> 00:07:10,889
Sorry. No Spider-Man
for any of you today.
126
00:07:10,890 --> 00:07:13,979
I have got bigger fish to fry.
[line ringing]
127
00:07:13,980 --> 00:07:16,890
Yes. I'd like to report
a fire and a robbery.
128
00:07:17,850 --> 00:07:19,389
Has anyone seen Pete?
129
00:07:19,390 --> 00:07:21,889
Get this. I told him
we were grabbing lunch,
130
00:07:21,890 --> 00:07:24,099
and he said he didn't
have time to chat with us.
131
00:07:24,100 --> 00:07:27,679
Then he told me to bring him
a PB&J, like I'm his butler.
132
00:07:27,680 --> 00:07:29,769
After the disaster
at the open house,
133
00:07:29,770 --> 00:07:31,769
he's been taking things real hard.
134
00:07:31,770 --> 00:07:34,389
I've seen Pete
mess up a lot of projects.
135
00:07:34,390 --> 00:07:36,179
Seems like it's more than just that.
136
00:07:36,180 --> 00:07:39,769
Whatever it is, hopefully
he'll work through it.
137
00:07:39,770 --> 00:07:41,470
Give him time.
138
00:07:43,180 --> 00:07:46,519
[Peter sighs]
Busy! What is it?
139
00:07:46,520 --> 00:07:49,099
Just brought you a
sandwich that you, uh...
140
00:07:49,100 --> 00:07:51,824
Not too much jelly, right?
141
00:07:53,890 --> 00:07:58,810
I mean, thanks... bro.
Awesome!
142
00:08:00,180 --> 00:08:03,157
So not awesome.
143
00:08:03,770 --> 00:08:06,559
[Max] Huh.
Not sure what this thing is.
144
00:08:06,560 --> 00:08:10,220
Hmm? Wasn't part of the
original Neuro-Cortex design.
145
00:08:12,220 --> 00:08:15,139
I'd hate to wipe you clean
if I can avoid it, old friend.
146
00:08:15,140 --> 00:08:18,559
So let's try a simple
virus scan first, huh?
147
00:08:18,560 --> 00:08:22,180
[sighs] If only I could
recognize something in here.
148
00:08:24,180 --> 00:08:26,349
Uh-oh. Those I recognize.
149
00:08:26,350 --> 00:08:30,019
The security nodes Miles, Anya, and
Gwen created for the Neuro-Cortex.
150
00:08:30,020 --> 00:08:33,099
Good news is, I know where
I am now. Bad news is...
151
00:08:33,100 --> 00:08:34,979
[together] Purge! Purge!
152
00:08:34,980 --> 00:08:37,581
...pretty much everything else!
153
00:08:38,680 --> 00:08:41,059
- Purge! Purge!
- Great!
154
00:08:41,060 --> 00:08:43,780
The security nodes think I'm a virus,
so they're trying to delete me!
155
00:08:43,804 --> 00:08:46,099
[security nodes]
Purge! Purge! Purge!
156
00:08:46,100 --> 00:08:49,429
[grunts]
Gotta get outta here somehow.
157
00:08:49,430 --> 00:08:51,139
Huh?
158
00:08:51,140 --> 00:08:54,099
- Purge!
- Destroyed by my friends.
159
00:08:54,100 --> 00:08:56,810
This situation
just keeps getting weirder.
160
00:08:58,020 --> 00:09:00,219
Purge!
[grunts]
161
00:09:00,220 --> 00:09:02,100
[grunts]
162
00:09:06,140 --> 00:09:08,139
[panting]
163
00:09:08,250 --> 00:09:11,459
Wait. I am a virus.
164
00:09:11,460 --> 00:09:15,419
Technically, I'm an electrical
intruder in an electrical world.
165
00:09:15,420 --> 00:09:18,459
These security nodes wouldn't
be able to detect me otherwise.
166
00:09:18,460 --> 00:09:21,329
Which might mean...
167
00:09:21,330 --> 00:09:25,289
[grunts] Yes! I'm electrically
active in here! Huh?
168
00:09:25,290 --> 00:09:28,999
- [panting]
- Purge! Purge!
169
00:09:29,000 --> 00:09:31,249
Purge! Purge! Purge!
170
00:09:31,250 --> 00:09:34,209
Wait. Miles came up with
a kill code for these things.
171
00:09:34,210 --> 00:09:36,209
What was it?
172
00:09:36,210 --> 00:09:37,910
Purge!
173
00:09:40,790 --> 00:09:44,540
Oh, yeah. The code was:
Miles Morales, slayer of slayers!
174
00:09:46,090 --> 00:09:49,498
Yes! Yes, yes, yes!
175
00:09:49,533 --> 00:09:53,169
[Max] No, no, no!
A kill code?
176
00:09:53,170 --> 00:09:55,380
Huh, you're sicker than I thought.
177
00:09:56,540 --> 00:09:59,249
Guess I have no choice
but a hard reset then.
178
00:09:59,250 --> 00:10:01,959
We'll just have to
hope for the best.
179
00:10:01,960 --> 00:10:05,749
[computer] Complete
shutdown process initiated.
180
00:10:05,750 --> 00:10:08,348
What? No.
[ascending whirring]
181
00:10:08,383 --> 00:10:09,329
No, no, no, no, no!
182
00:10:09,330 --> 00:10:12,419
Oh, just when I figured out
how to survive in here?
183
00:10:12,420 --> 00:10:16,459
A hard reset'll wipe out everything
on the Neuro-Cortex, including me!
184
00:10:16,460 --> 00:10:19,330
Why is everyone
trying to delete me today?
185
00:10:23,210 --> 00:10:25,949
[thinking] Key words:
elements of sand.
186
00:10:25,950 --> 00:10:28,869
Enter that into
my Spider-Bot mainframe.
187
00:10:28,870 --> 00:10:32,659
Parker's mediocre mind would
never have come up with this.
188
00:10:32,660 --> 00:10:35,789
Now, track and filter search
to silicon dioxide
189
00:10:35,790 --> 00:10:39,540
in heavy doses throughout New
York City, preferably moving.
190
00:10:43,330 --> 00:10:45,750
[laughs, grunts]
191
00:10:49,370 --> 00:10:53,289
Ha! I have you,
you silicate-based vermin!
192
00:10:53,290 --> 00:10:55,659
"In the seeds
of one's greatest strength
193
00:10:55,660 --> 00:10:57,949
lie one's greatest weakness."
194
00:10:57,950 --> 00:11:01,370
Who said that?
Me, if memory serves.
195
00:11:11,540 --> 00:11:13,289
New costume?
196
00:11:13,290 --> 00:11:16,039
Don't know what's going on
with you, Pete,
197
00:11:16,040 --> 00:11:17,830
but I'm gonna find out.
198
00:11:19,870 --> 00:11:23,369
[computer] Shutdown in progress.
Fifty percent.
199
00:11:23,370 --> 00:11:26,369
Now would be the time to come up
with a brilliant idea, Pete,
200
00:11:26,370 --> 00:11:29,212
'cause you're almost out of time.
201
00:11:29,580 --> 00:11:32,789
Wait.
What's that?
202
00:11:32,790 --> 00:11:34,449
And why isn't it deleting it?
203
00:11:34,450 --> 00:11:37,369
Hold on. That must be the
internal flash storage!
204
00:11:37,370 --> 00:11:40,539
Of course! Even a hard
reset won't delete that.
205
00:11:40,540 --> 00:11:44,409
Probably won't. Either way, it's
the safest place in here. [grunts]
206
00:11:44,410 --> 00:11:46,369
[yells]
207
00:11:46,370 --> 00:11:49,659
[grunts, groans]
208
00:11:49,660 --> 00:11:52,539
Come on.
Who designed this place?
209
00:11:52,540 --> 00:11:54,539
[sighs]
Okay. Whatever.
210
00:11:54,540 --> 00:11:58,290
Even if this sector survives, I
still gotta find a way out somehow.
211
00:12:03,960 --> 00:12:05,459
[beeps]
212
00:12:05,460 --> 00:12:07,419
Miles Morales following me.
213
00:12:07,420 --> 00:12:09,419
Such a good heart.
[sighs]
214
00:12:09,420 --> 00:12:12,669
But I cannot be bothered
with him right now.
215
00:12:12,670 --> 00:12:15,210
Let us use his heart against him.
216
00:12:17,210 --> 00:12:21,579
Spider-Bots, bring up possible
disturbances in the vicinity.
217
00:12:21,580 --> 00:12:24,629
Hm. No. No.
Too trivial.
218
00:12:24,630 --> 00:12:26,630
Ah. Perfect.
219
00:12:29,460 --> 00:12:32,499
Help! Spider-Man!
[creaking]
220
00:12:32,500 --> 00:12:35,419
Help!
221
00:12:35,420 --> 00:12:39,789
Just passed him by?
No way he did that!
222
00:12:39,790 --> 00:12:43,380
That should keep him occupied.
223
00:12:45,020 --> 00:12:47,389
[Sandgirl]
Everybody here chose wisely.
224
00:12:47,390 --> 00:12:49,719
Spider-Man thinks
he can shut us down.
225
00:12:49,720 --> 00:12:53,309
We're gonna show him he can't
beat all of us together.
226
00:12:53,310 --> 00:12:54,889
[grunts]
227
00:12:54,890 --> 00:12:59,473
- And who's gonna lead us? You?
- That's right.
228
00:12:59,508 --> 00:13:02,679
No one hates
Spider-Man more than I do.
229
00:13:02,680 --> 00:13:05,769
That web-head helped
my traitorous father,
230
00:13:05,770 --> 00:13:08,179
then he took down my mentor,
Hammerhead.
231
00:13:08,180 --> 00:13:12,599
The hatred for Spider-Man courses
through every grain of my body.
232
00:13:12,600 --> 00:13:14,640
Who else here can say the same?
233
00:13:16,810 --> 00:13:18,269
Hmph!
234
00:13:18,270 --> 00:13:21,099
Plus, I was in that warehouse he hit.
235
00:13:21,100 --> 00:13:23,639
I've seen Spider-Man's
new tactics firsthand.
236
00:13:23,640 --> 00:13:25,639
We can handle him.
237
00:13:25,640 --> 00:13:28,769
It's time for the prey
to become the predators.
238
00:13:28,770 --> 00:13:31,599
- Aw, you betcha that's what we oughta do.
- Sandgirl's right.
239
00:13:31,600 --> 00:13:33,389
[laughing]
240
00:13:33,390 --> 00:13:37,059
But ya gotta admit, Spider-Man's
not the same guy anymore.
241
00:13:37,060 --> 00:13:40,769
He's different now.
More, like, vengeful.
242
00:13:40,770 --> 00:13:42,269
[laughs]
243
00:13:42,270 --> 00:13:46,809
Guys, he's a kid
pretending to be a superhero.
244
00:13:46,810 --> 00:13:48,809
We're gonna crush him,
245
00:13:48,810 --> 00:13:51,809
with me at the head
of this organization...
246
00:13:51,810 --> 00:13:54,963
[Superior Spider-Man]
You will be doomed.
247
00:13:56,720 --> 00:13:59,479
You thought you could
outsmart me, Sandgirl.
248
00:13:59,480 --> 00:14:02,269
- Please. You embarrass yourself.
- [chuckles]
249
00:14:02,270 --> 00:14:03,970
[beeps]
250
00:14:04,930 --> 00:14:06,630
What?
251
00:14:07,770 --> 00:14:11,679
Oh, you're smart, Spider-Man.
But that's your problem.
252
00:14:11,680 --> 00:14:14,019
I knew you'd figure out
a way to track me here.
253
00:14:14,020 --> 00:14:16,559
In fact, I was counting on it.
254
00:14:16,560 --> 00:14:20,141
You think mere steel can...
[cries out]
255
00:14:20,810 --> 00:14:23,679
Anyone else doubt I can
lead this organization?
256
00:14:23,680 --> 00:14:26,389
- [men cheering, laughing]
- [man] All right! Let's do this!
257
00:14:26,390 --> 00:14:30,750
[crying out]
258
00:14:32,680 --> 00:14:34,679
[men laughing]
259
00:14:34,680 --> 00:14:36,479
- What's wrong, Spider-Man?
- [beeps]
260
00:14:36,480 --> 00:14:38,520
[crying out]
261
00:14:39,680 --> 00:14:41,639
[grunts, sighs]
262
00:14:41,640 --> 00:14:45,139
Ahh! My web-shooters! Fried!
263
00:14:45,140 --> 00:14:49,519
Think, Otto, or the realization
you've been defeated by a child
264
00:14:49,520 --> 00:14:51,680
will be the last thought
you ever have!
265
00:14:52,980 --> 00:14:55,019
Spidey's been acting real strange.
266
00:14:55,020 --> 00:14:58,769
But getting himself into big
trouble with a super-villain?
267
00:14:58,770 --> 00:15:00,980
Now, this is the Spidey I know!
268
00:15:02,980 --> 00:15:03,980
[grunts]
269
00:15:03,981 --> 00:15:06,269
- Aah!
- Aah!
270
00:15:06,270 --> 00:15:07,849
Thank you!
271
00:15:07,850 --> 00:15:09,850
[yells]
272
00:15:13,640 --> 00:15:16,809
Too little too late,
Knock-Off Spider.
273
00:15:16,810 --> 00:15:19,769
[chuckles]
Two Spider-Men in one night.
274
00:15:19,770 --> 00:15:23,389
Our gang's getting off to a better
start than even I imagined.
275
00:15:23,390 --> 00:15:25,980
We're not done yet!
[beeps]
276
00:15:29,940 --> 00:15:34,201
- You dare cage me?!
- Attack!
277
00:15:38,230 --> 00:15:39,939
What a coincidence.
278
00:15:39,940 --> 00:15:42,610
I just issued the same command.
[beeps]
279
00:15:45,730 --> 00:15:47,729
[men gasp]
280
00:15:47,730 --> 00:15:50,689
[men cry out]
281
00:15:50,690 --> 00:15:52,939
Ugh!
[growls]
282
00:15:52,940 --> 00:15:54,640
[grunts]
283
00:15:57,310 --> 00:15:58,769
[Sandgirl yells]
284
00:15:58,770 --> 00:16:00,149
[grunts]
285
00:16:00,150 --> 00:16:03,229
[scoffs]
No webs. This will have to do.
286
00:16:03,230 --> 00:16:04,930
Whoa!
287
00:16:06,440 --> 00:16:08,980
Metal versus sand?
Bring it, bug!
288
00:16:13,270 --> 00:16:15,149
[laughs]
289
00:16:15,150 --> 00:16:18,649
I am guessing you have not
realized what you have just done.
290
00:16:18,650 --> 00:16:21,185
Pity.
[beeps]
291
00:16:21,190 --> 00:16:24,899
- Electric heat plus sand equals...
- Aaahhh!
292
00:16:24,900 --> 00:16:26,650
glass.
293
00:16:27,900 --> 00:16:30,729
Why, Sandgirl, it appears
294
00:16:30,730 --> 00:16:34,439
as if you have a glass jaw.
[grunts]
295
00:16:34,440 --> 00:16:36,689
What are you doing?
Let the police arrest her.
296
00:16:36,690 --> 00:16:38,399
We don't shatter villains to pieces.
297
00:16:38,400 --> 00:16:41,979
Get your hands off of me!
Let this be a lesson
298
00:16:41,980 --> 00:16:45,900
to whoever stands
in Spider-Man's way.
299
00:16:48,900 --> 00:16:51,400
Spidey, what's happened to you?
300
00:16:54,020 --> 00:16:56,809
[computer] Shutdown 97% complete.
301
00:16:56,810 --> 00:16:59,559
Commencing flash storage deletion.
302
00:16:59,560 --> 00:17:02,729
[beeping]
303
00:17:02,730 --> 00:17:06,769
What? I thought this
place was going to be safe!
304
00:17:06,770 --> 00:17:09,730
I've got nowhere else to go!
[panting]
305
00:17:12,350 --> 00:17:14,560
[grunts]
306
00:17:17,900 --> 00:17:19,900
[grunting]
307
00:17:24,150 --> 00:17:25,940
[panting]
308
00:17:27,020 --> 00:17:28,939
Aah!
[panting]
309
00:17:28,940 --> 00:17:32,809
Gotta be a way to stop this!
310
00:17:32,810 --> 00:17:35,729
[pants]
What's that?
311
00:17:35,890 --> 00:17:39,288
No time to figure it out.
312
00:17:43,390 --> 00:17:47,309
Ock! Did he have a Trojan horse
program running on the Neuro-Cortex?
313
00:17:47,440 --> 00:17:49,189
An escape access point outta here?
314
00:17:49,190 --> 00:17:52,019
[Doc Ock computerized voice]
Password not recognized.
315
00:17:52,020 --> 00:17:55,439
What's Ock's password?
Uh, uh...
316
00:17:55,440 --> 00:17:57,229
Eight, eight, eight!
317
00:17:57,230 --> 00:17:59,729
Password not recognized.
318
00:17:59,730 --> 00:18:01,729
Super-villain for life!
319
00:18:01,730 --> 00:18:04,520
Password not recognized.
320
00:18:05,600 --> 00:18:08,099
Aah! I hate Spider-Man?
321
00:18:08,100 --> 00:18:09,639
[beeps]
322
00:18:09,640 --> 00:18:11,059
Really?
323
00:18:11,060 --> 00:18:13,100
[panting]
324
00:18:24,020 --> 00:18:29,310
All done. Whatever was making
you sick, it's all gone now.
325
00:18:35,310 --> 00:18:37,810
[grunts, yells]
326
00:18:39,480 --> 00:18:42,730
Okay. Out of the frying pan
and into the...
327
00:18:43,850 --> 00:18:45,550
Where?
328
00:18:48,270 --> 00:18:52,229
"HNS." I'm in the
Horizon Network System!
329
00:18:52,230 --> 00:18:55,729
This must be how Doc got his message
out to Chameleon to attack me.
330
00:18:55,730 --> 00:18:57,430
Which means...
331
00:19:03,100 --> 00:19:05,139
...from in here,
there might be a way
332
00:19:05,140 --> 00:19:08,336
to communicate
with someone at Horizon!
333
00:19:11,190 --> 00:19:13,140
Here goes nothing.
334
00:19:17,810 --> 00:19:19,810
[thunderclap]
335
00:19:24,270 --> 00:19:26,479
[knocking] Whoa!
336
00:19:26,480 --> 00:19:28,600
What do you want?
337
00:19:30,310 --> 00:19:34,099
You have the means. It is time
for you to spread the message.
338
00:19:34,100 --> 00:19:38,229
Stop wasting your influence on
your petty vilification of me.
339
00:19:38,230 --> 00:19:42,019
Either get on board with fumigating
this city of its criminal vermin,
340
00:19:42,020 --> 00:19:44,979
or get out of my way.
341
00:19:44,980 --> 00:19:47,309
You can't just waltz in here
and threaten me!
342
00:19:47,310 --> 00:19:51,729
I just did. This city needs
to know what I stand for now,
343
00:19:51,730 --> 00:19:54,190
and you will be my messenger.
344
00:19:57,140 --> 00:20:01,229
They're right about you.
You have changed, Spider-Man.
345
00:20:01,230 --> 00:20:03,520
And I like it.
346
00:20:08,270 --> 00:20:11,099
[Max] Now, let's just hope
for a graceful reboot.
347
00:20:11,100 --> 00:20:14,809
I received your latest
pestering summons.
348
00:20:14,810 --> 00:20:18,100
You have three minutes.
Make it worth my time.
349
00:20:19,100 --> 00:20:21,139
You're, uh, clearly
350
00:20:21,140 --> 00:20:24,559
under a lot of stress lately,
Peter, and I hate to add to it.
351
00:20:24,560 --> 00:20:29,269
But your tuition payment is, at
this point, unacceptably overdue.
352
00:20:29,270 --> 00:20:31,099
[scoffs] Is that all?
353
00:20:31,100 --> 00:20:33,139
Well, the solution
would appear to be obvious,
354
00:20:33,140 --> 00:20:35,600
even to an overrated mind
like yours.
355
00:20:38,690 --> 00:20:41,019
Give me a scholarship.
356
00:20:41,020 --> 00:20:44,230
I am a brilliant student
and an asset to the school.
357
00:20:45,600 --> 00:20:48,809
I'm afraid it doesn't
work that way.
358
00:20:48,810 --> 00:20:51,139
Maybe we can come up
with a payment plan that...
359
00:20:51,140 --> 00:20:55,269
I have never had to
pay tuition in my life!
360
00:20:55,270 --> 00:20:56,624
Peter, of course you have.
361
00:20:56,625 --> 00:20:59,979
- What is wrong with...
- Do not contradict me!
362
00:20:59,980 --> 00:21:02,979
The point is, that Horizon should
be paying me for the prestige
363
00:21:02,980 --> 00:21:05,019
my presence brings to this place!
[slurping]
364
00:21:05,020 --> 00:21:08,979
Whoa, whoa, Pete! What in the
world is going on with you?
365
00:21:08,980 --> 00:21:12,769
This is the second time
you have stayed my hand.
366
00:21:12,770 --> 00:21:15,957
There will not be a third.
367
00:21:17,850 --> 00:21:20,019
Horizon is not what made me.
368
00:21:20,020 --> 00:21:24,559
Any school I attend will be the
superior school for having me in it.
369
00:21:24,560 --> 00:21:29,430
Consider Horizon off that list.
I quit!
370
00:21:33,626 --> 00:21:37,685
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