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1
00:00:03,220 --> 00:00:05,886
I got the proposal in
just under the wire.
2
00:00:05,887 --> 00:00:08,114
If approved, it'll be enough to upgrade
3
00:00:08,115 --> 00:00:10,070
every lab at Midtown High, and...
4
00:00:10,071 --> 00:00:11,346
[DOOR OPENS]
5
00:00:11,937 --> 00:00:14,338
Sorry. Just doing my rounds.
6
00:00:14,339 --> 00:00:16,037
It's good that you're talking to him.
7
00:00:16,038 --> 00:00:18,040
That helps with coma recovery.
8
00:00:18,041 --> 00:00:19,914
Any idea when he might wake up?
9
00:00:19,915 --> 00:00:21,204
Hard to tell.
10
00:00:21,205 --> 00:00:23,990
But his brain waves,
vitals... it all looks good.
11
00:00:23,991 --> 00:00:26,765
It might take a while, but
I'm sure Doctor Octopus will...
12
00:00:26,766 --> 00:00:29,369
- Otto.
- Excuse me?
13
00:00:29,370 --> 00:00:31,025
His name is Otto Octavius.
14
00:00:31,026 --> 00:00:33,755
That other person...
that's not him anymore.
15
00:00:34,425 --> 00:00:37,159
Sure. I better finish my rounds.
16
00:00:41,935 --> 00:00:43,352
[CLICKS]
17
00:00:43,353 --> 00:00:45,769
... the scene only moments
ago as Spider-Man,
18
00:00:45,770 --> 00:00:48,597
who, to everyone's surprise, has
actually been helpful recently,
19
00:00:48,598 --> 00:00:50,521
was battling an unknown criminal
20
00:00:50,522 --> 00:00:51,941
using some kind of new costume
21
00:00:51,942 --> 00:00:55,493
against his enemy's wide
range of changing powers.
22
00:00:55,494 --> 00:00:59,802
But it wasn't enough to
stop this new menace.
23
00:00:59,803 --> 00:01:02,036
As you can see,
Spider-Man disappeared...
24
00:01:02,037 --> 00:01:05,061
possibly destroyed...
right in front of our eyes.
25
00:01:05,062 --> 00:01:08,512
We've also had reports of similar
attacks happening to the Avengers.
26
00:01:08,513 --> 00:01:09,861
Oh, no.
27
00:01:09,862 --> 00:01:12,812
Parker...
28
00:01:12,813 --> 00:01:16,148
- Otto!
- Anna Maria, Spider-Man needs help.
29
00:01:18,550 --> 00:01:20,757
[GROANS]
30
00:01:20,758 --> 00:01:22,533
Where am I?
31
00:01:22,534 --> 00:01:26,868
Well, the good news is...
I found the Avengers.
32
00:01:27,771 --> 00:01:30,046
They look alive and well,
33
00:01:30,047 --> 00:01:31,681
if a little on the unconscious side,
34
00:01:31,682 --> 00:01:33,372
which is what I bet
is gonna happen to me
35
00:01:33,373 --> 00:01:35,830
if I stay in here as
long as they have. Hulk!
36
00:01:35,831 --> 00:01:39,791
We gotta find a way to get out
of Regent's bizarre portal world.
37
00:01:39,792 --> 00:01:42,052
Now is not the time for a nap, big guy.
38
00:01:45,383 --> 00:01:47,700
Guess this is all up to me.
39
00:01:47,701 --> 00:01:51,276
Look, Mr. Stark, I don't
know exactly where we are,
40
00:01:51,277 --> 00:01:52,680
but if this place is anything like
41
00:01:52,681 --> 00:01:54,828
my previous experience
with teleportation,
42
00:01:54,829 --> 00:01:57,078
then it's using ion interaction.
43
00:01:57,079 --> 00:01:59,478
Which means the negative
ion displacer I built
44
00:01:59,479 --> 00:02:02,657
could theoretically destabilize
the region's borders,
45
00:02:02,658 --> 00:02:04,386
giving us a chance to get out.
46
00:02:04,387 --> 00:02:06,688
- I'm gonna need a lot more power.
- [ASCENDING WHIRRING]
47
00:02:09,540 --> 00:02:14,101
Yes! I can check slicing a hole
in reality off my bucket list!
48
00:02:14,102 --> 00:02:16,329
Ha! I really wish you
were awake to see that.
49
00:02:16,330 --> 00:02:19,372
Burnt out the displacer, but
at least we've got a way out.
50
00:02:19,373 --> 00:02:22,318
[IMITATING IRON MAN] "Oh, good
work, pajamas. You're a genius."
51
00:02:22,319 --> 00:02:23,908
[IN OWN VOICE] "Aw, you're too kind."
52
00:02:23,909 --> 00:02:25,389
- [WHOOSH]
- Uh-oh.
53
00:02:26,607 --> 00:02:27,956
It's not holding.
54
00:02:27,957 --> 00:02:31,117
Okay, maybe I'm glad you're
not awake to see this.
55
00:02:33,554 --> 00:02:38,554
- Synced and corrected by Firefly -
- www.addic7ed.com -
56
00:02:41,705 --> 00:02:45,257
We're not gonna make it in time.
Please have some juice left.
57
00:02:48,465 --> 00:02:50,940
Okay, Avengers, this might
come off as a little clingy,
58
00:02:50,941 --> 00:02:53,400
but you all need to
come with me right now.
59
00:02:54,515 --> 00:02:57,007
[STRAINING]
60
00:02:57,008 --> 00:02:58,967
Yes!
61
00:02:59,798 --> 00:03:02,622
Oh, come on! Come on, come on, come on,
62
00:03:02,623 --> 00:03:05,009
come on, come on, come on, come
on, come on, come on, come on!
63
00:03:05,010 --> 00:03:07,076
[GRUNTING]
64
00:03:07,077 --> 00:03:09,003
Come on, come on, come
on, come on, come on!
65
00:03:09,004 --> 00:03:11,362
[GRUNTS] Whoa!
66
00:03:11,363 --> 00:03:13,622
I'll find a way to rescue you, Avengers.
67
00:03:13,623 --> 00:03:17,467
Right after I'm done falling
into the river! [GRUNTS]
68
00:03:17,468 --> 00:03:21,160
[SHIP HORN BLARING]
69
00:03:21,161 --> 00:03:23,778
Well, this suit is trashed.
70
00:03:23,779 --> 00:03:25,078
Literally.
71
00:03:28,090 --> 00:03:30,014
- [SPIDER-MAN IN SPOOKY VOICE] Yuri!
- [GASPS]
72
00:03:30,015 --> 00:03:32,923
It's the ghost of Spider-Man.
73
00:03:32,924 --> 00:03:34,689
[SPOOKY VOCALIZING]
74
00:03:34,690 --> 00:03:36,023
Ohh.
75
00:03:40,786 --> 00:03:43,412
Hello. Miss me?
76
00:03:43,413 --> 00:03:46,007
I saw on the news everyone
thinks Regent destroyed me.
77
00:03:46,008 --> 00:03:48,545
Yeah. I didn't know
whether to throw a memorial
78
00:03:48,546 --> 00:03:50,236
or a celebratory parade.
79
00:03:50,237 --> 00:03:51,796
- Ouch.
- What happened to you?
80
00:03:51,797 --> 00:03:53,024
Ah, no biggie.
81
00:03:53,025 --> 00:03:55,033
Just teleported to some weird dimension
82
00:03:55,034 --> 00:03:57,953
that was holding all the Avengers.
83
00:03:57,954 --> 00:04:00,280
- So you rescued them?
- Yeah!
84
00:04:00,281 --> 00:04:01,857
Well, no, technically.
85
00:04:01,858 --> 00:04:04,367
It's harder to escape another
dimension than you think.
86
00:04:04,368 --> 00:04:06,549
But teleportation... that's on my list.
87
00:04:06,550 --> 00:04:10,407
- What list?
- Seeing the Regent in action convinced me.
88
00:04:10,408 --> 00:04:13,935
This is the part where you
get to say, "I told you so."
89
00:04:13,936 --> 00:04:15,685
- I would never.
- The Regent used
90
00:04:15,686 --> 00:04:17,970
several different powers
during your fight with him.
91
00:04:17,971 --> 00:04:20,976
Electricity like Electro.
Sand like Sand Girl.
92
00:04:20,977 --> 00:04:22,825
Teleportation like Cloak.
93
00:04:22,826 --> 00:04:25,541
Right. But he also used ice powers,
94
00:04:25,542 --> 00:04:29,635
strange wind control, and some
green blast that really hurt.
95
00:04:29,636 --> 00:04:31,218
[GROANS] Still.
96
00:04:31,219 --> 00:04:34,813
You mean ice like Frostbite,
wind like Whirlwind,
97
00:04:34,814 --> 00:04:37,497
and those blasts like Paradox?
98
00:04:37,498 --> 00:04:39,697
[SCOFFS] Never heard of these guys.
99
00:04:39,698 --> 00:04:41,406
That's because you don't have access
100
00:04:41,407 --> 00:04:43,223
to the secure files
I've been researching.
101
00:04:43,224 --> 00:04:45,857
And all of them have
one thing in common.
102
00:04:45,858 --> 00:04:47,207
Care to guess?
103
00:04:47,208 --> 00:04:49,278
They're all being held
104
00:04:49,279 --> 00:04:51,798
in a certain super-villain
prison called...
105
00:04:51,799 --> 00:04:54,265
I don't know... the Cellar?
106
00:04:54,266 --> 00:04:56,866
Exactly. They might not have escaped,
107
00:04:56,867 --> 00:05:00,151
but somehow Regent is
using all their powers.
108
00:05:00,152 --> 00:05:02,484
But you said the Cellar
couldn't be compromised.
109
00:05:02,485 --> 00:05:05,827
Well, maybe I... wasn't right.
110
00:05:05,828 --> 00:05:08,486
Mm. Mm-hmm. Mm-hmm. Mm-hmm.
111
00:05:09,117 --> 00:05:10,341
[WHISPERS] I told you so.
112
00:05:13,516 --> 00:05:16,694
Nice ride. Any chance I could drive?
113
00:05:16,695 --> 00:05:19,909
- I don't ask to shoot your webs.
- Touché.
114
00:05:19,910 --> 00:05:22,147
I gotta admit, I'm surprised
your friend Augustus
115
00:05:22,148 --> 00:05:24,045
is letting us inspect the Cellar.
116
00:05:24,046 --> 00:05:26,846
He doesn't believe his
facility has anything to hide.
117
00:05:26,847 --> 00:05:28,604
And I completely trust him.
118
00:05:28,605 --> 00:05:29,926
But that doesn't mean the prison
119
00:05:29,927 --> 00:05:32,163
hasn't been compromised
from the outside.
120
00:05:32,164 --> 00:05:33,955
How far out is this place?
121
00:05:33,956 --> 00:05:35,981
I don't... Whoa-ho-ho!
122
00:05:38,514 --> 00:05:39,905
Never mind. Found it.
123
00:05:43,046 --> 00:05:45,124
Augustus. Always good to see you.
124
00:05:45,125 --> 00:05:46,943
Likewise.
125
00:05:46,944 --> 00:05:49,458
And a pleasure to finally
meet you, Spider-Man.
126
00:05:49,459 --> 00:05:52,331
Wish this were under
better circumstances,
127
00:05:52,332 --> 00:05:55,711
but I'm certain after a personally
guided tour by Shannon and I,
128
00:05:55,712 --> 00:05:59,046
you will no longer have any
doubts about the Cellar's security.
129
00:05:59,047 --> 00:06:00,263
Let's get started, shall we?
130
00:06:02,257 --> 00:06:05,239
[SPIDER-MAN] Electro,
Molten Man, Sand Girl.
131
00:06:05,240 --> 00:06:08,316
Not exactly a meeting of
the Spider-Man fan club.
132
00:06:08,317 --> 00:06:10,052
You have nothing to fear.
133
00:06:10,053 --> 00:06:13,502
I designed these cells to suppress
the powers of the occupants inside.
134
00:06:13,503 --> 00:06:16,921
- They are harmless.
- If this is an ultra-secure prison,
135
00:06:16,922 --> 00:06:18,289
where are all the guards?
136
00:06:18,290 --> 00:06:20,250
Our security drones are the guards here.
137
00:06:20,251 --> 00:06:23,500
They also deliver meals, clean,
and provide medical scans.
138
00:06:23,501 --> 00:06:25,308
All computer controlled, of course.
139
00:06:25,309 --> 00:06:28,308
Can I check out your system?
Take a look at your security logs?
140
00:06:28,309 --> 00:06:31,077
No way. You're not authorized to...
141
00:06:31,078 --> 00:06:34,663
Of course you can. Please grant
him special permission access.
142
00:06:36,442 --> 00:06:39,328
Whoa-oa-oa! Time to touch stuff!
143
00:06:39,329 --> 00:06:42,228
- As I said on the phone, this Regent has powers
- [SPIDER-MAN MUTTERING]
144
00:06:42,229 --> 00:06:44,485
that exactly match inmates here.
145
00:06:44,486 --> 00:06:46,953
I need to determine
what the connection is.
146
00:06:46,954 --> 00:06:48,927
- I doubt there is one.
- [SPIDER-MAN CHUCKLES]
147
00:06:48,928 --> 00:06:50,504
- Whoever this villain is,
- [SPIDER-MAN MUTTERING]
148
00:06:50,505 --> 00:06:52,827
he must have found a way to
mimic the powers of others.
149
00:06:52,828 --> 00:06:53,852
Hmm?
150
00:06:53,853 --> 00:06:56,636
[SHANNON] It's possible the criminal
is intentionally using powers
151
00:06:56,637 --> 00:06:58,703
- that seem to lead back to the Cellar,
- [GRUNTING]
152
00:06:58,704 --> 00:07:01,808
- as a way to mislead your investigation.
- Oh! [LAUGHS]
153
00:07:01,809 --> 00:07:03,675
- [DIGITAL BUZZING]
- Huh. Uh...
154
00:07:03,676 --> 00:07:05,241
Why are these files blocked?
155
00:07:05,242 --> 00:07:07,076
Shannon should have
given you full access.
156
00:07:07,601 --> 00:07:10,226
- [DIGITAL BUZZ]
- Well, your database doesn't seem to think so.
157
00:07:10,227 --> 00:07:11,711
Rude.
158
00:07:11,712 --> 00:07:14,552
Shannon, are you sure you
gave him master authorization?
159
00:07:14,553 --> 00:07:17,094
- Maybe a counter-cross decryption would...
- [DIGITAL BUZZ]
160
00:07:17,095 --> 00:07:19,324
- [BEEPS]
- There! Unlocked.
161
00:07:21,597 --> 00:07:24,072
[YURI] Are these schematics
for the Regent's gear?
162
00:07:24,073 --> 00:07:26,884
[AUGUSTUS] How could this be in
our system without us knowing?
163
00:07:26,885 --> 00:07:28,409
The files were created anonymously.
164
00:07:28,410 --> 00:07:29,705
- But hold on.
- [BEEPING]
165
00:07:29,706 --> 00:07:31,811
I found access to an off-site terminal
166
00:07:31,812 --> 00:07:33,635
where they originated.
167
00:07:33,636 --> 00:07:35,757
Who's User 21A9?
168
00:07:35,758 --> 00:07:37,465
There... Th-There must be some mistake.
169
00:07:37,466 --> 00:07:39,496
That's my access code.
170
00:07:39,497 --> 00:07:42,474
Then you're coming with me to
answer some questions, Ms. Stillwell.
171
00:07:42,475 --> 00:07:43,687
It wasn't me.
172
00:07:43,688 --> 00:07:46,167
Someone from outside must
have broken in using my code.
173
00:07:46,168 --> 00:07:48,451
Augustus, you have to trust me.
174
00:07:48,452 --> 00:07:52,428
Shannon... I want to believe you, but...
175
00:07:53,224 --> 00:07:54,755
Go with Yuri for now.
176
00:07:54,756 --> 00:07:55,820
Let's go, Spider-Man.
177
00:07:55,821 --> 00:07:58,514
No. The Avengers were teleported
178
00:07:58,515 --> 00:08:00,455
using powers from one
of the villains here.
179
00:08:00,456 --> 00:08:02,583
I'm not leaving until I find them.
180
00:08:02,584 --> 00:08:04,690
- Consulting the superpowers index.
- [BEEPS]
181
00:08:04,691 --> 00:08:06,870
Teleportation. Let's see.
182
00:08:06,871 --> 00:08:11,082
- There's the Spot, Cloak...
- Let's start with Cloak.
183
00:08:11,083 --> 00:08:14,402
- Black Widow suspected him.
- Do what you need to do, Yuri.
184
00:08:14,403 --> 00:08:16,595
Spider-Man and I will work here.
185
00:08:19,758 --> 00:08:21,799
[SOFT THUDDING]
186
00:08:21,800 --> 00:08:23,719
- Wow, Electro. Ooh.
- [THUDDING CONTINUES]
187
00:08:23,720 --> 00:08:25,661
Doesn't seem like you're
too happy to see me.
188
00:08:25,662 --> 00:08:27,286
Eh, well, understandable.
189
00:08:32,007 --> 00:08:34,290
You're Cloak, right?
190
00:08:34,291 --> 00:08:35,990
Don't pretend you don't know me.
191
00:08:35,991 --> 00:08:38,434
Look, I can't see Dagg from here.
192
00:08:38,435 --> 00:08:40,245
Can you tell me if she's okay?
193
00:08:40,246 --> 00:08:42,813
I think Regent used your powers
to capture the Avengers.
194
00:08:42,814 --> 00:08:44,696
You're going to help get them back.
195
00:08:44,697 --> 00:08:46,871
Look, I don't know what
you're talking about,
196
00:08:46,872 --> 00:08:48,925
but my teleportation
doesn't work in here.
197
00:08:48,926 --> 00:08:51,375
These cells only drain our powers.
198
00:08:51,376 --> 00:08:53,342
- It's torture.
- Drain?
199
00:08:53,343 --> 00:08:56,890
So the Regent's been using
your powers against your will?
200
00:08:58,003 --> 00:08:59,934
Augustus, you designed these cells.
201
00:08:59,935 --> 00:09:01,441
How could Shannon do that?
202
00:09:01,442 --> 00:09:05,245
Shannon didn't do anything
except take the fall.
203
00:09:05,246 --> 00:09:06,614
- [LAUGHING]
- What?
204
00:09:08,884 --> 00:09:11,461
I warned you to stay away, Spider-Man,
205
00:09:11,462 --> 00:09:13,980
but you wouldn't let it go.
206
00:09:13,981 --> 00:09:16,421
- And now you'll pay for it!
- [ASCENDING WHIRRING]
207
00:09:19,139 --> 00:09:20,719
[ASCENDING WHIRRING]
208
00:09:21,417 --> 00:09:22,832
You're hurting them!
209
00:09:22,833 --> 00:09:24,048
[BEEPING]
210
00:09:24,049 --> 00:09:25,940
I'm giving them a purpose!
211
00:09:26,551 --> 00:09:27,975
Let me guess what that means.
212
00:09:27,976 --> 00:09:30,082
Electro-blast! Called it.
213
00:09:31,862 --> 00:09:34,157
Dude, chill! [GRUNTS]
214
00:09:34,158 --> 00:09:37,686
Actually, uh, de-thaw! Ice off! [YELLS]
215
00:09:40,693 --> 00:09:42,849
What's the deal, Augustus?
You're so proud
216
00:09:42,850 --> 00:09:45,333
of these cells you designed,
you want to stay in one?
217
00:09:45,334 --> 00:09:47,566
Mine is the perfect plan,
218
00:09:47,567 --> 00:09:50,252
crafted through years of patience,
219
00:09:50,253 --> 00:09:52,966
designed so the so-called Avengers
220
00:09:52,967 --> 00:09:55,537
would be subject to my vengeance.
221
00:09:55,538 --> 00:09:58,464
What did the Earth's Mightiest
Heroes ever do to you?
222
00:09:58,465 --> 00:10:00,999
I know most of them. Pretty nice.
223
00:10:01,000 --> 00:10:02,887
Except Hulk when he's grumpy.
224
00:10:02,888 --> 00:10:04,248
Or even when he's not.
225
00:10:04,249 --> 00:10:06,715
You never saw how
they treated my father.
226
00:10:06,716 --> 00:10:08,798
He may have made a
few criminal mistakes,
227
00:10:08,799 --> 00:10:11,447
but the Avengers put him away for life.
228
00:10:11,448 --> 00:10:14,223
They took him from me!
229
00:10:14,224 --> 00:10:16,647
Wait. You built a whole prison
230
00:10:16,648 --> 00:10:19,349
so you could steal powers and
work out your anger issues?
231
00:10:19,350 --> 00:10:21,907
[SCOFFS] Like that plan
wasn't gonna fall apart.
232
00:10:22,713 --> 00:10:24,184
[IMITATING REGENT] "I'm the Regent,
233
00:10:24,185 --> 00:10:26,257
and my plans are overly complicated."
234
00:10:26,258 --> 00:10:28,132
Nice!
235
00:10:28,133 --> 00:10:30,395
I love goading villains
into busting their own stuff.
236
00:10:30,396 --> 00:10:32,468
- [GRUNTS]
- Not overly complicated.
237
00:10:32,469 --> 00:10:34,414
My plans have already succeeded.
238
00:10:34,415 --> 00:10:37,165
I punished the Avengers
that hurt my father,
239
00:10:37,166 --> 00:10:39,756
and anyone else that got in my way.
240
00:10:39,757 --> 00:10:41,648
Once I'm rid of you,
241
00:10:41,649 --> 00:10:43,735
I'll shut down the Regent program
242
00:10:43,736 --> 00:10:46,488
and make sure Shannon
takes all the blame.
243
00:10:46,489 --> 00:10:48,519
[GRUNTING]
244
00:10:48,520 --> 00:10:51,065
- You are a terrible boss!
- [GRUNTS]
245
00:10:51,066 --> 00:10:52,856
[GRUNTS]
246
00:10:52,857 --> 00:10:54,981
[GRUNTS]
247
00:10:54,982 --> 00:10:57,048
[GROANING]
248
00:10:57,049 --> 00:10:59,257
[ASCENDING WHIRRING]
249
00:11:00,587 --> 00:11:02,320
[LAUGHING]
250
00:11:02,321 --> 00:11:03,321
[GRUNTS]
251
00:11:04,940 --> 00:11:07,865
Everything still looks normal.
252
00:11:07,866 --> 00:11:10,034
Of course. He's still in a coma,
253
00:11:10,035 --> 00:11:11,591
so nothing's different at all.
254
00:11:17,130 --> 00:11:19,915
[GRUNTS] Hurry. Modulate
the power coupling.
255
00:11:19,916 --> 00:11:21,941
Can't we just tell them you're okay?
256
00:11:21,942 --> 00:11:23,317
Time is of the essence.
257
00:11:23,318 --> 00:11:26,452
If the doctors find me awake,
there will be a barrage of tests.
258
00:11:26,453 --> 00:11:30,114
You seriously know the identity
of that guy that attacked Spidey?
259
00:11:30,115 --> 00:11:31,905
Not precisely, but it's clear
260
00:11:31,906 --> 00:11:35,432
every power he's used belongs to
an inmate currently at the Cellar.
261
00:11:35,433 --> 00:11:38,116
- How are you sure of that?
- Because I wa...
262
00:11:38,899 --> 00:11:42,441
I myself was incarcerated
there last summer.
263
00:11:42,442 --> 00:11:46,836
I am afraid there is much
you do not know about me.
264
00:11:46,837 --> 00:11:48,994
I'm aware of your history, Otto.
265
00:11:48,995 --> 00:11:53,313
But I'm also aware that you
are no longer that person.
266
00:11:53,314 --> 00:11:57,065
You have faith that I am a changed man?
267
00:11:57,066 --> 00:11:59,240
More of a hypothesis.
268
00:11:59,241 --> 00:12:01,941
Let's save Spider-Man so
you can prove me right.
269
00:12:03,135 --> 00:12:04,383
[KEYBOARD CLACKING]
270
00:12:04,384 --> 00:12:06,033
[STRAINING]
271
00:12:06,034 --> 00:12:07,708
[GRUNTS]
272
00:12:07,709 --> 00:12:09,742
Boy, this battle's really heating up.
273
00:12:09,743 --> 00:12:11,692
Ha! I got a million of 'em.
274
00:12:11,693 --> 00:12:14,585
- [GRUNTS]
- [GRUNTS, GROANS]
275
00:12:14,586 --> 00:12:17,253
Where are your quips now?
276
00:12:18,061 --> 00:12:19,061
[GRUNTS]
277
00:12:20,301 --> 00:12:21,301
[GRUNTS]
278
00:12:25,812 --> 00:12:27,865
Dagger!
279
00:12:27,866 --> 00:12:30,222
Tandy, I swear I'll find
a way to get you out!
280
00:12:30,223 --> 00:12:33,841
Whoa-oa-oa! [GRUNTS, GROANS]
281
00:12:36,192 --> 00:12:39,901
Whoa! You saved me!
282
00:12:39,902 --> 00:12:41,829
Are you sure you're
really one of the bad guys?
283
00:12:41,830 --> 00:12:46,605
[STRAINED] I can't keep
teleporting it forever.
284
00:12:46,606 --> 00:12:48,555
Too drained from the cell!
285
00:12:48,556 --> 00:12:50,411
You won't have to. Look!
286
00:12:50,412 --> 00:12:52,354
- His power's draining!
- [GRUNTING]
287
00:12:53,180 --> 00:12:55,976
- [GRUNTS]
- That's it. Just take a nice rest.
288
00:12:55,977 --> 00:12:58,220
[GRUNTS] Don't worry.
289
00:12:58,221 --> 00:13:00,429
- Plenty more resources.
- [ASCENDING WHIRRING]
290
00:13:01,670 --> 00:13:04,285
You only delay the inevitable.
291
00:13:04,286 --> 00:13:07,086
We don't want to be standing here
when the nega-beams start flying.
292
00:13:07,087 --> 00:13:08,087
[CLOAK] I got you!
293
00:13:09,506 --> 00:13:11,872
Drones, find the prisoner Cloak!
294
00:13:11,873 --> 00:13:13,583
Dagger and I didn't want any of this.
295
00:13:13,584 --> 00:13:16,545
Idea. You teleport him
into the empty cell,
296
00:13:16,546 --> 00:13:19,121
I web it shut, then we go for nachos.
297
00:13:19,122 --> 00:13:20,637
I don't have enough power.
298
00:13:20,638 --> 00:13:23,450
- I need to free Dagger so she can recharge me.
- [DRONES APPROACHING]
299
00:13:25,441 --> 00:13:27,739
There is no escape from the Cellar.
300
00:13:27,740 --> 00:13:29,949
Drones, attack!
301
00:13:29,950 --> 00:13:33,270
[GRUNTS] Security, deactivate!
302
00:13:33,271 --> 00:13:35,329
Code AUR-21!
303
00:13:35,330 --> 00:13:37,021
Are you friends with these robots?
304
00:13:37,022 --> 00:13:38,839
Uh, not that I remember.
305
00:13:38,840 --> 00:13:41,610
- It is I who command the drones,
- [YELPS]
306
00:13:41,611 --> 00:13:44,062
as if they were my minions!
307
00:13:44,063 --> 00:13:47,226
Ock?! What?! You're awake?
308
00:13:47,227 --> 00:13:49,584
And in my lenses? They can't do that.
309
00:13:49,585 --> 00:13:51,784
They could not until now,
310
00:13:51,785 --> 00:13:54,103
- with Anna Maria's help.
- Hi!
311
00:13:54,104 --> 00:13:57,424
And with parts cannibalized
from spare medical equipment,
312
00:13:57,425 --> 00:14:01,456
we built a device that can
transmit directly to you.
313
00:14:01,457 --> 00:14:03,423
You broke into the computer systems
314
00:14:03,424 --> 00:14:05,536
of the most secure prison in the world
315
00:14:05,537 --> 00:14:07,301
from your hospital bed?
316
00:14:07,302 --> 00:14:09,827
Ugh. Save your adulation for later.
317
00:14:09,828 --> 00:14:11,840
These drones merely buy you time.
318
00:14:11,841 --> 00:14:13,681
I am accessing the security doors
319
00:14:13,682 --> 00:14:15,426
to create the pathway for your escape.
320
00:14:15,427 --> 00:14:18,111
- No. No escape.
- What?
321
00:14:18,112 --> 00:14:20,078
Look what he's doing to these inmates.
322
00:14:20,079 --> 00:14:23,513
They're suffering. I have
to stop the Regent, not run.
323
00:14:23,514 --> 00:14:27,213
That is foolhardy... but noble.
324
00:14:27,214 --> 00:14:30,627
Story of my life. Can
you open Dagger's cell?
325
00:14:30,628 --> 00:14:31,763
Of course.
326
00:14:31,764 --> 00:14:34,786
But Cloak and Dagger are criminals.
I would not trust them.
327
00:14:34,787 --> 00:14:37,362
They might not be as
evil as you thought.
328
00:14:37,363 --> 00:14:40,499
And irony alert. Ock, you are warning me
329
00:14:40,500 --> 00:14:42,975
not to trust villains. You.
330
00:14:42,976 --> 00:14:46,185
I recognize the irony you speak of.
331
00:14:46,186 --> 00:14:47,758
Opening the cell now.
332
00:14:58,499 --> 00:14:59,515
Ty!
333
00:15:01,125 --> 00:15:02,508
I need your strength.
334
00:15:07,970 --> 00:15:10,307
[LAUGHS] Trying to power up?
335
00:15:10,308 --> 00:15:13,092
You haven't seen a true power-up yet.
336
00:15:15,365 --> 00:15:16,465
[ASCENDING WHIRRING]
337
00:15:16,466 --> 00:15:19,058
- [GASPS, GRUNTS]
- [CLOAK YELLS]
338
00:15:19,059 --> 00:15:20,527
No.
339
00:15:20,528 --> 00:15:22,834
[ELECTRICITY ARCING]
340
00:15:22,835 --> 00:15:24,763
He's draining them all!
341
00:15:24,764 --> 00:15:28,111
- [YELLS]
- He has every superpower at once!
342
00:15:29,896 --> 00:15:31,412
[GRUNTS]
343
00:15:31,413 --> 00:15:34,047
He's a one-man Sinister Six... hundred!
344
00:15:37,038 --> 00:15:39,287
Aahh!
345
00:15:39,288 --> 00:15:41,297
[GROANING]
346
00:15:44,991 --> 00:15:48,057
Look, Regent, you're
going to destroy them!
347
00:15:48,058 --> 00:15:52,660
I do what it takes to reach
my goals, no matter the cost!
348
00:15:54,094 --> 00:15:55,610
[DAGGER, CLOAK GRUNT]
349
00:15:55,611 --> 00:15:57,871
[DR. OCTAVIUS] The storage
room to the right! Now!
350
00:16:00,634 --> 00:16:03,411
We're cornered! Why
would you send us here?
351
00:16:03,412 --> 00:16:05,640
- [GRUNTING]
- Because... this!
352
00:16:05,641 --> 00:16:08,217
[REGENT GRUNTS] I built this prison!
353
00:16:08,218 --> 00:16:10,828
- You think you can hide from me in here?
- [BLOW LANDS ON DOOR]
354
00:16:10,829 --> 00:16:12,847
- I saw the schematics for Regent's gear.
- [BLOW LANDS]
355
00:16:12,848 --> 00:16:15,303
- It needed some kind of central processor.
- [BLOW LANDS]
356
00:16:15,304 --> 00:16:17,151
- [DR. OCTAVIUS] Umm, yes.
- [BLOW LANDS]
357
00:16:17,152 --> 00:16:19,095
- We see it! A transmitter.
- [BLOW LANDS]
358
00:16:19,096 --> 00:16:21,430
Shut it down, and you take
away the Regent's powers.
359
00:16:21,431 --> 00:16:23,958
Through here!
360
00:16:23,959 --> 00:16:26,478
[GRUNTING]
361
00:16:26,479 --> 00:16:29,079
[YELLS]
362
00:16:33,569 --> 00:16:36,511
The route straight ahead
leads to the transmitter.
363
00:16:36,512 --> 00:16:39,204
To the left, an emergency escape tunnel.
364
00:16:39,950 --> 00:16:42,454
The Regent's burning them out.
365
00:16:42,455 --> 00:16:45,062
They're villains, but
they're also human beings.
366
00:16:45,063 --> 00:16:47,254
That way leads to escape,
367
00:16:47,255 --> 00:16:50,439
but that way gives us a
chance to stop the Regent.
368
00:16:50,440 --> 00:16:53,382
I can't make the decision
for you, but I'm staying.
369
00:16:53,383 --> 00:16:55,924
Tiberius Stone turned
us into what we are.
370
00:16:55,925 --> 00:16:57,675
Treated us like pawns.
371
00:16:57,676 --> 00:17:00,965
We're not gonna run away while
someone exploits other people.
372
00:17:00,966 --> 00:17:03,767
- We're with you, Spidey.
- Then come on!
373
00:17:10,826 --> 00:17:13,638
There! That spire is
his power transmitter.
374
00:17:13,639 --> 00:17:15,396
We need to put it out of commission.
375
00:17:15,397 --> 00:17:16,897
[GRUNTS]
376
00:17:18,589 --> 00:17:20,172
- [THUNDEROUS THUD]
- [REGENT YELLS]
377
00:17:23,452 --> 00:17:24,452
[YELLS]
378
00:17:28,031 --> 00:17:29,782
[YELLS]
379
00:17:29,783 --> 00:17:30,783
[GRUNTS]
380
00:17:36,006 --> 00:17:37,841
Whoa! [GRUNTS]
381
00:17:37,842 --> 00:17:40,366
[GROANS]
382
00:17:40,367 --> 00:17:43,526
You can't save them, if
that's what you think.
383
00:17:43,527 --> 00:17:45,694
- I won't let you!
- [DAGGER GRUNTS]
384
00:17:45,695 --> 00:17:46,794
[GRUNTS]
385
00:17:46,795 --> 00:17:49,103
[DR. OCTAVIUS] He is
choosing to focus on Cloak!
386
00:17:49,104 --> 00:17:50,527
"Save them"?
387
00:17:50,528 --> 00:17:53,781
Maybe he doesn't mean save
the inmates he's draining.
388
00:17:53,782 --> 00:17:55,224
The Avengers!
389
00:17:55,225 --> 00:17:56,909
[GRUNTS]
390
00:17:56,910 --> 00:17:59,127
When I saw them, they were
floating in this dark void.
391
00:17:59,128 --> 00:18:02,584
Could've been the pocket dimension
I pass through when I teleport.
392
00:18:02,585 --> 00:18:05,569
You remember. It's where I
sent you when we first fought.
393
00:18:05,570 --> 00:18:08,194
Yeah. Right. Can you get them back?
394
00:18:10,463 --> 00:18:12,887
- [YELLS]
- I don't have enough energy!
395
00:18:12,888 --> 00:18:15,985
You can do it, if I give you
every ounce of power I have.
396
00:18:15,986 --> 00:18:17,576
That could destroy you!
397
00:18:17,577 --> 00:18:20,585
To save the Avengers,
I'll take that risk.
398
00:18:20,586 --> 00:18:23,194
[SPIDER-MAN] I'm buying
you as much time as I can!
399
00:18:23,195 --> 00:18:26,513
- No!
- Time's up!
400
00:18:28,950 --> 00:18:31,217
This ends now!
401
00:18:34,749 --> 00:18:37,958
Ha! Nega-beams combined
with energy blasts
402
00:18:37,959 --> 00:18:40,121
were enough to disintegrate them.
403
00:18:40,122 --> 00:18:43,264
You're completely alone now, Spider-Man.
404
00:18:50,575 --> 00:18:52,790
Not from where I'm standing.
405
00:18:52,791 --> 00:18:56,384
- [GRUNTS]
- Noooo!
406
00:18:56,385 --> 00:18:58,337
I destroyed you!
407
00:18:58,934 --> 00:19:00,491
I'd get a second opinion on that.
408
00:19:00,492 --> 00:19:02,008
Avengers Assemble!
409
00:19:02,999 --> 00:19:04,598
[GRUNTING]
410
00:19:11,396 --> 00:19:14,898
Iron Man, take down that force
field, and we can stop this!
411
00:19:15,931 --> 00:19:16,931
[GRUNTS]
412
00:19:25,061 --> 00:19:27,082
[DESCENDING WHIRRING]
413
00:19:27,083 --> 00:19:29,049
No!
414
00:19:29,050 --> 00:19:31,316
My plan was perfect!
415
00:19:31,317 --> 00:19:34,525
- [GRUNTING]
- [GRUNTS]
416
00:19:34,526 --> 00:19:36,092
[GROANING]
417
00:19:36,093 --> 00:19:38,413
That's for throwing Hulk!
418
00:19:38,414 --> 00:19:41,198
Yes! Team-up of the century!
419
00:19:41,199 --> 00:19:43,891
Up top. Anyone?
420
00:19:43,892 --> 00:19:47,326
Anyone. [GROANS]
421
00:19:47,327 --> 00:19:49,234
Thanks for saving our lives,
422
00:19:49,235 --> 00:19:51,268
even if you have been a big jerk lately.
423
00:19:51,269 --> 00:19:54,132
About that. What if I told you
424
00:19:54,133 --> 00:19:56,657
an evil villain swapped minds with me?
425
00:19:56,658 --> 00:19:59,266
I knew it was something like that!
426
00:19:59,267 --> 00:20:00,982
My guess was aliens.
427
00:20:00,983 --> 00:20:04,195
So, we're cool? You believe me?
428
00:20:04,196 --> 00:20:06,162
Hello! I'm an Avenger.
429
00:20:06,163 --> 00:20:08,796
We see way weirder stuff than that.
430
00:20:08,797 --> 00:20:10,208
So, yeah. We're cool.
431
00:20:14,025 --> 00:20:16,058
Good work out here today, soldiers.
432
00:20:16,059 --> 00:20:17,675
Always good to meet new heroes.
433
00:20:18,250 --> 00:20:20,184
"Heroes"?
434
00:20:21,645 --> 00:20:24,211
Shannon Stillwell is no
longer under suspicion,
435
00:20:24,212 --> 00:20:26,839
but her former employer, Augustus Roman,
436
00:20:26,840 --> 00:20:30,457
is headed for a long stay in
a prison that he designed.
437
00:20:30,458 --> 00:20:32,592
- That's justice for ya.
- [GASPS]
438
00:20:34,256 --> 00:20:35,654
Oh.
439
00:20:35,655 --> 00:20:37,803
Hey, he's... He's suddenly awake.
440
00:20:37,804 --> 00:20:40,741
I'll get the doctors!
441
00:20:40,742 --> 00:20:43,548
Peter! Good to see you in one piece.
442
00:20:43,549 --> 00:20:48,201
I know this is strange,
but I wanted to say...
443
00:20:48,202 --> 00:20:52,169
Ock, despite everything you did to me,
444
00:20:52,170 --> 00:20:53,421
if it weren't for your help,
445
00:20:53,422 --> 00:20:55,303
I wouldn't have gotten
out of there alive.
446
00:20:55,304 --> 00:20:57,745
Maybe no one would have.
447
00:20:57,746 --> 00:20:59,614
Hmm. [CLEARS THROAT]
448
00:20:59,615 --> 00:21:01,480
Gratitude is unnecessary.
449
00:21:01,481 --> 00:21:05,264
You saved my life when you
brought my consciousness back here,
450
00:21:05,265 --> 00:21:09,415
so I... [CLEARED THROAT]
merely repaid my debt.
451
00:21:09,416 --> 00:21:13,526
I think the words you're looking
for are, "You're welcome, Peter."
452
00:21:15,831 --> 00:21:18,606
You are welcome, Peter.
453
00:21:26,196 --> 00:21:27,792
Welcome back, Ock.
454
00:21:33,370 --> 00:21:41,370
- Synced and corrected by Firefly -
- www.addic7ed.com -
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