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"Hey, Miles, how's your day going?"

"Oh, not bad.
Just your typical Tuesday.

"Modifying Doc Ock's old
mechanical arms to help my friend,

Peter Parker, whose mind is
trapped inside said arms."

I live a really weird life.

Oh, right. Speakers.

Miles! You're a genius!

Okay. I think
that's all the bugs.

Not all the bugs.
We still got a spider to catch.

You, my friend, have a lot
of explaining to do.

You might wanna sit down for this.
Seriously.

I'm about to find out how your mind
ended up inside Doc Ock's arms.

I'm a little too excited to sit.

Doc Ock transferred my
consciousness out of my body

and didn't realize it would end up in
the hard drive of the Neuro-Cortex,

which led me to Horizon's
mainframe, which led me here.

So, if your mind is in the arms,

then whose mind is in your body?

Hmm...

Told you you should sit down.

Ock's mind in your body
explains everything.

- What do you mean?
- Well, you...

I mean, Ock, as you,

hasn't exactly been
the charming Peter Parker,

or Spider-Man, the world is used to.

I will crush you into
oblivion, villains!

Please, Spider-Man,
we don't want to fight you.

You should have thought about that

before stealing
electromagnetic technology, foe!

Sorry to have to do this.

Whoever you two are,
you are certainly not prepared

to battle the likes of me.

Let's go!

What?
Teleportation?

It appears I have made
some miscalculations!

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Hmm? The teleportation...
it's draining his energy.

This... This is as far
as I could get.

Spider-Man's trapped, which
should give us enough time

for a recharge.
Better?

- That's probably not good.
- Understatement of the night.

Stay away from us, Spider-Man!

Well, that was embarrassing,
losing to rank amateurs.

At least I managed
to obtain footage.

Perhaps I can find their weaknesses.

Hmm?
Subjects: Cloak and Dagger.

Dangerous.
Potentially lethal.

However, they appear new.

Perhaps recently
obtained abilities?

Dagger's energy
utilizes light waves,

and Cloak appears to use negative
void space for teleportation.

Hm. That is a power set
I have no contingency for.

I will have to devise something.

I wonder if a chemical light
reaction would neutralize him.

Pete?
Why are you still home?

Because... I live here?

Funny.
School is about to start.

I told you,
I am through with Horizon,

an institution squeezing
its students for money

- is no school worthy of...
- I know. You told me

all your reasons for not wanting
to go there anymore,

but you can't just skip school.

I enrolled you back
in public school yesterday.

Wait.
You cannot be serious.

Are you talking about...

Midtown High.

How does anyone expect to learn
surrounded by such rampant buffoonery?

Then again, perhaps I'm viewing
this from the wrong perspective.

The one thing I regret in all of
this is that Parker has no PhD.

I can rectify that. The new
me can easily skip grades,

become valedictorian, get into
any college, earn my doctorates.

How bad could this really be?

Parker! We're locker buddies!

How cool is that?

Cool as the avian flu.

Now put me down, Thompson!

You're such a nerd.
How's it been, buddy?

I went to a school for geniuses.

Now I am here.
Can you do the math?

Oh, of course not.

Since when could Flash
Thompson ever do math?

Did Puny Parker just burn me?

Ohh! Little guy's growing up.

Hmm? Chemistry.

Perhaps here they will
have components I could utilize

to find Cloak's weakness.

Oh! Hello.
I... I-I did not...

See me? Go ahead.

- Say it. I dare you.
- No, I just did not know anyone was...

Are you the chemistry professor?

Teaching assistant.
And you're a new face.

Guessing you're the Horizon
flunky, Peter Parker.

- "Flunky"? I will have you...
- Cool it, genius.

It was a compliment.
Horizon's overrated.

Yes. Well, on that,
we can most certainly agree.

Anna Maria Marconi.
And not that I believe in fate,

but I was looking forward
to talking to you, Peter,

and you stumbled
right into my class.

Would you mind
taking a walk with me?

Growing up, I was teased,
for obvious reasons.

- Children can be...
- Cruel. Yes.

I'm quite familiar
with bullying.

So my parents tried
to pull me from school

and send me to a private academy.

A place where they thought I had
a better chance of flourishing.

- A wise conclusion.
- No. You're missing my point.

I refused. If I went to a place
where everyone was like me,

then how could I change things?

Uh... well, that is... noble.

Midtown has a real chance
to become a competitor

with schools like Horizon High.

All it needs is proper funding.
And that's where you come in.

How? I am not
exactly an Osborn.

I have no access to funding.

I don't need your money.
I need your time.

Help me with my sponsorship
proposal to Alchemax.

An ex-Horizon student like you
could go a long way

in legitimizing everything
I'm trying to do here.

- Alchemax?
- A top science firm.

- Its CEO, Tiberius Stone...
- What?

- ...is offering public school sponsorships.
- Could that be Cloak and Dagger?

- Sponsorships that could really turn this place around...
- Students at Midtown High?

- I must investigate.
- ...if we can impress him.

Hello! Are you in?

I'm finalizing my pitch
presentation tonight after school.

- I really could use your help.
- Yes. You can count on me.

Okay, so, how many times
have you transferred

your consciousness
into different machines?

From my body
to the Neuro-Cortex,

to Horizon's servers,
to Ock's arms.

So, uh, three times?
Why?

You know a photocopy of a photocopy?
How it gets worse and worse?

That's your consciousness now.

So, any more machine-to-machine
mind transfers,

then, most likely, poof!
Bye-bye, Peter Parker.

Problem is,
even if we can get to Ock,

how are we gonna switch
your mind back into your body?

How did he switch your mind
out in the first place?

He had this sort of lens thing
connected to the Neuro-Cortex.

I'd never seen it before.

Wait. A lens thing?

- Like this?
- Where did you get that?

Max gave it to me. Said it was
attached to the Neuro-Cortex.

- I think you and I might be in business.
- If I can get to Ock,

I'm sure I can convince him
to switch our bodies back.

I know so much more
about him now.

He and I are not that different.

I know there's a good person
inside him.

You really think Ock's
gonna listen to reason?

He's not gonna give up
without a fight.

And if it comes to that,
I'm not in the most

stable situation
to take him on, am I?

Luckily, I might have
a solution for that.

I'm pretty sure I can
hook Ock's arms up to it

without another mind transfer.

Now, let's get your body back.

Cloak and Dagger must have
slipped out of school.

And I'm getting no signs
of their energy readings.

There they are!

I knew my equipment
would not fail.

Robbing another high-tech
research facility?

To what end?

Even with Cloak's teleportation
powers, they cannot escape me.

What?
My data says they are here.

Could my readings be faulty?

We saw you
following us, Spider-Man.

We really didn't want
to have to do this.

But we can't let you get
in the way of our plans.

You are coming with me,
criminals.

I will admit, our last battle
caught me slightly off-guard.

Previous mistakes are only
opportunities for improvement.

And I never make
the same mistake twice!

Dagger!

Dagger, no. No.

Come on.

Is it clear now
that crime does not pay?

You... You monster!

Put me down, brute!

What... What did you do to me?

Created a light blast from a
chemical compound I theorized would

cause a chain reaction overload
in your cape's negative void.

Pure, simple hypothesis
tested to a positive conclusion.

Please... Please,
you don't understand.

Tell it to the police.

Aah!

He's down, for now.

Let's get outta here.

I had them!

But I was too busy gloating like
a below-average super-villain!

Finally showing the kind of
aggression this city needs,

Spider-Man takes down two
no-account super-powered hoodlums.

Although the criminals
played dirty and got away,

I have no doubt this Superior Spider-Man
will track them down in no time.

How's this heroic?
Spidey's just way harsh.

And what happened
to his fun red-and-blue costume?

If you're bothered
by his successful tactics,

perhaps you should start
a Spider-Man suggestion box.

Hey, that's actually
a pretty good idea.

Thanks, Pete.

It was a jo...
Mm. Hm.

Hmm?

Private Midtown High files?

Ha! As if that could keep me out.

Tandy Bowen
and Tyrone Johnson...

both new students here, but
with no previous school listed.

Yet I have ways of accessing
secret information.

Let us learn a bit more
about where you two came from.

Alchemax? Very interesting!

Sorry, Tiberius Stone,
but you will not be able

to keep me from breaking
into your system either.

- Oh, so here you are.
- Huh? Oh.

Is it wrong I was hoping
you were sick?

Why would you hope for my illness?

Do you have a better excuse
for not meeting me

to help with
the sponsorship presentation?

Oh, I...
Yesterday was... I...

- I am sorry. Sincerely.
- "Sorry" is not going to help

Midtown students
achieve greatness.

I thought you might be
excited to help out.

I'm not used to being wrong.
It's... disappointing.

Anna Maria, please!

I have had setbacks as of late.

Things I am adjusting to.

But meeting you,
learning of your mission...

I understand what it is like
to be the underdog.

And despite
my forgetful actions yesterday,

I am 100% committed
to helping you.

Don't help me, help Midtown.

Tiberius Stone is arriving later today.

If we win him over,
the sponsorship should be ours.

I made a mistake
trusting you before.

I don't make
the same mistake twice.

Hmph. Neither do I.

- This should be everything, right?
- Yeah.

Soon we'll get our chance.

You think we'll really have
the guts to go through with it?

We don't have a choice.

Security bots?
Interesting.

Tiberius Stone is paranoid.

Doesn't leave the office
without them.

Ah, you must be Anna Maria.

What a quaint...
institution you have here.

Pleased to meet you, Mr. Stone.

Huh?

Personal force field
technology we've developed.

Someone of my stature
can never be too careful.

You understand.

The arrogance!

So, this is where our
presentation will take place.

Hope this facility
is up to Alchemax standards.

Time's a-wastin'. I'm ready for
your presentation right now.

- Dazzle me.
- Don't worry, Stone.

We will.

Peter? Where...
He just left?

And who are you two
fascinating specimens?

You don't remember us?

Subjects 338 and 339?

The experiments you subjected us to?

I can't keep track
of all the work I've done.

In fact, seeing you two in
action, you should thank me.

I wasn't sure if I'd be able
to follow through today.

Thank you for making this
much easier.

I doubt very much

there will be
anything easy about it.

Huh?

No protective force field?
Not so tough now, are you?

Midtown will not be the backdrop
to your petty revenge!

"Petty"?
Stone ruined our lives!

No doubt.
I discovered everything

Alchemax secretly did
to you in their labs.

Experimenting on innocents
for corporate gain? Pathetic!

Spider-Man, you have no...

Once I deduced revenge
was your motive,

I waited for this moment
to take you all down at once.

There are no shades of gray when
it comes to right and wrong.

You are all criminals who need
to be brought to justice!

Our lives were stolen from us by
Stone, and you won't do the same!

Hey, star-bright!

Get to safety!

This is too dangerous!

We're pulling our application, Stone.

Midtown has no interest in
a sponsorship from Alchemax.

It's a shame, Spider-Man.

I always thought if we'd met,
we'd be allies.

I guess not.

Don't think I'm not impressed

you managed to learn some of
Alchemax's biggest secrets.

But, unfortunately, that's only
more reason to destroy you!

Your tech is brilliant,

and yet you use it for
the most selfish endeavors.

You are not truly a man of science.

Who are you to lecture me
about science?

Aah!

It's almost poetic,

squishing Spider-Man underfoot,

just like a bug.

Huh?

This is what gloating gets you.

Trust me,
it has been a long lesson...

...but one worth remembering.

Thank you, Anna Maria,
for shutting down his... What?

I shut it down, Ock,
and now I need my body back.

Parker? You survived?

I had access to your memories, Otto.

I know you're better than this.

There's good inside you, but
you've been twisted up, broken.

Let's fix all this.
Do the right thing.

I am doing the right thing.

Otto, I'm not gonna lie.
I'm running out of time.

I need my body back before the actions
you've started destroy me forever.

I'm certain if we work together,

we can put your mind back
in your original body too.

You do not get it, do you?
My entire life,

I have always considered
my accomplishments great,

worthy of people's admiration.

But time and time again, I was
denied, laughed at, bullied!

I tried not to care.
I persevered.

But even at Horizon,
it was still never enough!

I am a better Peter Parker
than you could ever be!

But more importantly,
I am a superior Spider-Man!

My answer to your request
is a resounding "no"!

I was hoping
to avoid fighting you.

It was inevitable.

We are enemies.
Always will be!

This is fitting.

If the only way
I can prove my superiority

is through physical combat, so...

Hi, Ock. Knowing it's you in
there explains a lot.

Morales! Good.
I was never quite done with you.

Happy to settle everything
once and for all.

Morales is down,
and you are next!

Please, Otto.
You can end this.

Prove everyone wrong.
Do the right thing!

You're acting out of emotion,
not logic, Parker.

The world does not need you.
It needs me!

But you know, deep
inside, you can never be me.

You can never truly be Spider-Man!

Stop talking!

You're not Peter Parker.

You're Otto Octavius!

Do the right thing.
You can be a good man!

No. Just the superior one.

I will take good care of your
life, Peter.

Rest easy.
Your legacy lives on.

Please... don't... do this.

- Good-bye.
- Not yet!

Come on, Pete.

They retreated?

Do you see?
No one can beat me.

No one can beat
the Superior Spider-Man!

Oh, come on, Pete.

Please tell me your consciousness
is still alive in there!

Yes! Don't worry.

I can fix this.
I-I can fix this.

I can fix this.
I can fix this.

_

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