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1
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??
2
00:00:04,404 --> 00:00:05,670
[Spider-Man]
New Yorkers. Gotta love 'em.
3
00:00:05,705 --> 00:00:08,140
A crazy virus turns everyone
into Spider-Monsters,
4
00:00:08,175 --> 00:00:10,142
but the next day,
they're cleaning up and moving on.
5
00:00:10,177 --> 00:00:12,544
[man]
Look, it's him! Spider-Man!
6
00:00:12,579 --> 00:00:15,547
[enthusiastic shouting]
7
00:00:17,918 --> 00:00:19,918
I had lots of help.
8
00:00:19,953 --> 00:00:21,987
We're all at our best
when we work together.
9
00:00:22,022 --> 00:00:25,557
We got your back, web-head!
[cheering]
10
00:00:25,592 --> 00:00:29,694
The mess in the city
isn't the only thing that needs to be cleaned up.
11
00:00:29,729 --> 00:00:32,364
Time to repair
some personal damage.
12
00:00:36,603 --> 00:00:37,603
[keyboard clacking]
13
00:00:42,642 --> 00:00:45,911
Harry?
You're experimenting by yourself?
14
00:00:45,946 --> 00:00:48,246
I told you I'd help.
15
00:00:48,281 --> 00:00:50,582
See those ruins at the top
of this building?
16
00:00:50,617 --> 00:00:53,452
That insult
to the Osborn legacy?
17
00:00:53,487 --> 00:00:56,121
That's what happened
the last time you helped, Spider-Man.
18
00:00:56,156 --> 00:00:59,591
I understand why you're mad,
but we had to save the city.
19
00:00:59,626 --> 00:01:02,194
I never wanted to hurt you
or your family.
20
00:01:02,229 --> 00:01:03,695
Oh, yeah?
21
00:01:03,730 --> 00:01:05,630
Tell that to him.
[monitor beeping]
22
00:01:05,665 --> 00:01:07,632
Harry, we all thought
mixing Anya's serum
23
00:01:07,667 --> 00:01:09,734
with my blood
was the only way to save your dad.
24
00:01:09,769 --> 00:01:12,370
We didn't know it'd have
any negative effects,
25
00:01:12,405 --> 00:01:14,072
nor did we have
any other options.
26
00:01:14,107 --> 00:01:15,640
Well, now he's
getting worse.
27
00:01:15,675 --> 00:01:19,311
Have you tried analyzing the--
I'm trying everything!
28
00:01:19,346 --> 00:01:21,146
But it'd be much easier
to find a cure
29
00:01:21,181 --> 00:01:23,482
if you hadn't blown up
half the lab facilities in the building.
30
00:01:23,517 --> 00:01:26,384
That's why I want to help.
31
00:01:26,419 --> 00:01:29,088
Not as Spider-Man,
but as Peter Parker...
32
00:01:30,123 --> 00:01:31,890
your best friend.
33
00:01:31,925 --> 00:01:32,891
[explosion]
34
00:01:32,926 --> 00:01:34,092
Huh?
What--
35
00:01:34,127 --> 00:01:35,961
What is that?
36
00:01:37,130 --> 00:01:39,764
[scoffs]
Go play hero.
37
00:01:39,799 --> 00:01:41,766
You're not wanted here.
38
00:01:41,801 --> 00:01:43,702
I'll-- I'll try
to be back soon.
39
00:01:45,605 --> 00:01:46,672
Hmph.
40
00:01:55,715 --> 00:01:57,349
[panting]
41
00:01:58,885 --> 00:02:00,018
[explosion]
42
00:02:01,188 --> 00:02:03,021
Aah!
Need a little pick-me-up?
43
00:02:04,658 --> 00:02:07,192
[grunts]
What happened?
44
00:02:07,227 --> 00:02:09,761
Some kind of monster
smashed up our science conference.
45
00:02:09,796 --> 00:02:12,364
It grabbed our keynote speaker,
Max Modell.
46
00:02:12,399 --> 00:02:14,700
Oh, no. Not Max.
47
00:02:17,671 --> 00:02:19,638
Max! Where are you?
48
00:02:24,644 --> 00:02:27,045
Uh-oh.
[grunts]
49
00:02:30,250 --> 00:02:31,850
Doc Ock!
50
00:02:31,885 --> 00:02:35,187
Say good-bye to your friend,
Spider-Man.
51
00:02:35,222 --> 00:02:37,322
[grunts]
This is the last chance you'll get.
52
00:02:37,357 --> 00:02:39,658
Max! Let him go!
53
00:02:50,737 --> 00:02:54,739
Didn't Mommy Octopus teach you
that capturing a genius isn't polite?
54
00:02:54,774 --> 00:02:57,075
"Genius"?
[laughs]
55
00:02:57,110 --> 00:03:00,078
Everyone throws that term
around so loosely,
56
00:03:00,113 --> 00:03:03,415
whereas I,
an indisputable genius,
57
00:03:03,450 --> 00:03:08,653
was continuously stymied
by lesser thinkers such as Max Modell.
58
00:03:08,688 --> 00:03:11,556
"Stymied"?
Earth to Mr. Vocab,
59
00:03:11,591 --> 00:03:14,659
Max funded your research
and gave you a job at Horizon.
60
00:03:14,694 --> 00:03:16,728
Then he pulled his support,
61
00:03:16,763 --> 00:03:18,597
practically driving me
into the hands
62
00:03:18,632 --> 00:03:21,833
of that megalomaniac
Norman Osborn,
63
00:03:21,868 --> 00:03:24,836
who thought he could steal
what was rightfully mine.
64
00:03:24,871 --> 00:03:28,673
Well, Osborn learned
you don't mess
65
00:03:28,708 --> 00:03:30,742
with Dr. Octopus!
[grunts]
66
00:03:30,777 --> 00:03:32,777
[both grunting]
67
00:03:32,812 --> 00:03:34,846
Why'd you start
a fire, Ock?
68
00:03:34,881 --> 00:03:37,716
You wanna become
fried calamari? [grunts]
69
00:03:37,751 --> 00:03:39,718
[grunts]
[grunts]
70
00:03:39,753 --> 00:03:43,788
[Doc Ock]
I do not have time for this! [grunting]
71
00:03:43,823 --> 00:03:46,891
I have one last item
on my to-do list.
72
00:03:46,926 --> 00:03:48,793
[grunts]
Ha!
73
00:03:48,828 --> 00:03:53,765
Minions, the spider thinks
he can control what your master does.
74
00:03:53,800 --> 00:03:56,401
Talking to yourself.
That's a good sign.
75
00:03:56,436 --> 00:03:59,804
I'm talking to them.
76
00:03:59,839 --> 00:04:01,506
Whoa!
77
00:04:04,778 --> 00:04:07,279
Rhino! Vulture!
Spider-Slayer!
78
00:04:07,314 --> 00:04:08,813
With upgrades?
79
00:04:08,848 --> 00:04:10,882
Someone's been
a busy mad scientist.
80
00:04:10,917 --> 00:04:13,718
And who's that?
Metal-Minion? Shiny-Spider?
81
00:04:13,753 --> 00:04:16,755
Come on, Ock.
I thought I was the only arachnid in your life.
82
00:04:16,790 --> 00:04:20,125
Ugh. I can assure you,
no expense was spared
83
00:04:20,160 --> 00:04:24,929
in the transforming
of Ollie Osnick into the Steel Spider.
84
00:04:24,964 --> 00:04:28,800
A perfect addition
to my Sinister Five.
85
00:04:28,835 --> 00:04:32,304
By the way, "The Sinister Five"
is a great name for a boy band.
86
00:04:32,339 --> 00:04:35,106
Mock all you want,
Spider-Man!
87
00:04:35,141 --> 00:04:38,143
Modell's clock is ticking.
88
00:04:39,979 --> 00:04:41,346
[grunts]
89
00:04:43,516 --> 00:04:46,351
Spider-tracer?
[laughs]
90
00:04:46,386 --> 00:04:49,354
I know all your tricks.
91
00:04:49,389 --> 00:04:52,357
But do you know mine?
92
00:04:55,395 --> 00:04:57,696
[grunting]
93
00:04:57,731 --> 00:05:00,532
[coughing]
94
00:05:00,567 --> 00:05:04,002
[groans]
So much for getting right back to help Harry.
95
00:05:04,037 --> 00:05:05,804
I've got another round
of trials, Dad.
96
00:05:05,839 --> 00:05:09,874
[groans weakly]
Son...
97
00:05:09,909 --> 00:05:11,876
Your vitals
are getting weaker.
98
00:05:11,911 --> 00:05:14,479
If one of these chemicals
can bond with your DNA,
99
00:05:14,514 --> 00:05:18,016
it should be effective
in counteracting the damage from Spider-Man's blood.
100
00:05:18,051 --> 00:05:22,887
But if not, it could take
even more out of you. Maybe too much.
101
00:05:22,922 --> 00:05:25,023
[groans weakly]
102
00:05:25,058 --> 00:05:28,059
Some risks must be taken.
103
00:05:28,094 --> 00:05:32,731
No. You're too weak.
I'm not gonna let my cure be what destroys you.
104
00:05:32,766 --> 00:05:35,867
If only there were
a way to test it without--
105
00:05:35,902 --> 00:05:38,136
Wait. We're family.
106
00:05:38,171 --> 00:05:41,239
If it'll bond to my DNA,
it'll bond to yours.
107
00:05:41,274 --> 00:05:44,509
But I can't experiment
on myself.
108
00:05:44,544 --> 00:05:45,744
[coughing]
109
00:05:45,779 --> 00:05:47,279
Dad!
110
00:05:50,517 --> 00:05:52,684
[sighs]
I don't have a choice.
111
00:05:52,719 --> 00:05:54,853
I won't lose you again.
112
00:05:54,888 --> 00:05:57,889
[beeps]
[sucks teeth]
113
00:05:59,192 --> 00:06:01,593
[both grunting]
114
00:06:04,597 --> 00:06:07,165
Looks like I don't
even need a spider-tracer, Doc.
115
00:06:07,200 --> 00:06:10,769
It's a good thing you don't
call yourself Doc Stealth.
116
00:06:10,804 --> 00:06:13,438
[sonic scream blaring]
[grunts]
117
00:06:13,473 --> 00:06:17,675
Vulture!
Did you say something? Couldn't hear you.
118
00:06:17,710 --> 00:06:20,845
Just kidding.
You're super loud. Obnoxious, really.
119
00:06:20,880 --> 00:06:24,382
You used to be much more chatty.
Not sure I prefer the strong and...
120
00:06:24,417 --> 00:06:26,851
completely mind-controlled type?
121
00:06:26,886 --> 00:06:30,922
[grunts] Guess Jackal
gave Ock his mind-control devices as promised.
122
00:06:30,957 --> 00:06:34,859
'Cause, really, I'm sure
none of you would hang out with Ock by choice.
123
00:06:34,894 --> 00:06:37,595
I'm no ornithologist,
but can real vultures do that?
124
00:06:37,630 --> 00:06:39,864
I'd hate for you to be
scientifically inaccurate.
125
00:06:39,899 --> 00:06:43,435
Hey, let's ride share! Whoa!
126
00:06:52,245 --> 00:06:54,612
[grunts]
You want me off?
127
00:06:54,647 --> 00:06:56,781
How about a little
follow the leader?
128
00:06:56,816 --> 00:06:58,917
Bet you can't catch me!
129
00:06:58,952 --> 00:06:59,951
[grunts]
130
00:07:03,656 --> 00:07:06,958
Nighty-night, birdbrain.
Now to find Doc and Max.
131
00:07:08,962 --> 00:07:10,094
[grunts]
132
00:07:10,129 --> 00:07:12,897
[grunts]
Steel Spider, right?
133
00:07:12,932 --> 00:07:15,733
No offense,
but I was an arachnid before it was trendy.
134
00:07:15,768 --> 00:07:18,503
[grunting]
135
00:07:18,538 --> 00:07:21,773
In fact, the whole city
turned to spiders, so you're really behind the curve.
136
00:07:28,114 --> 00:07:31,583
Man, you are so heavy metal!
'Cause steel has an average density
137
00:07:31,618 --> 00:07:33,985
of around 8,000 kilograms
per cubic meter.
138
00:07:34,020 --> 00:07:35,954
Get it?
139
00:07:35,989 --> 00:07:39,123
[grunts] Trust me, Ollie,
if you weren't all mind-controlled right now,
140
00:07:39,158 --> 00:07:43,028
you'd think that quip
was hilarious! [grunts]
141
00:07:47,033 --> 00:07:49,201
[grunting]
142
00:07:51,170 --> 00:07:53,972
[yells, grunts]
143
00:07:54,007 --> 00:07:56,140
Okay, that tornado thing
was crazy,
144
00:07:56,175 --> 00:07:59,811
but how many more tricks
can metal disks really do? [electricity arcing]
145
00:07:59,846 --> 00:08:02,847
Electroshocks?
Why do I always say dumb things like that?
146
00:08:02,882 --> 00:08:05,950
[grunting]
147
00:08:05,985 --> 00:08:08,153
Aah!
[grunts]
148
00:08:17,263 --> 00:08:20,932
[muffled grunting]
149
00:08:23,436 --> 00:08:25,237
[muffled grunting continues]
150
00:08:30,076 --> 00:08:31,943
[Spider-Man gasps]
151
00:08:34,080 --> 00:08:36,481
I just remembered,
I have another appointment.
152
00:08:36,516 --> 00:08:39,050
Can we continue this later?
153
00:08:39,085 --> 00:08:40,352
Aah!
154
00:08:41,454 --> 00:08:43,421
[grunts, sucks teeth]
155
00:08:43,456 --> 00:08:46,091
I don't have time
to play dodgeball with metal me.
156
00:08:48,127 --> 00:08:51,162
But maybe I do have time
for... kickball!
157
00:08:51,197 --> 00:08:52,263
Aah!
158
00:08:52,298 --> 00:08:54,999
Aah!
159
00:08:55,034 --> 00:08:56,568
[groans]
Okay.
160
00:08:56,603 --> 00:08:58,770
Now, back to--
[rumbling]
161
00:08:58,805 --> 00:09:01,039
What? Is it wrong
that I'm hoping
162
00:09:01,074 --> 00:09:05,109
this is a natural earthquake
and not a... rhino?!
163
00:09:05,144 --> 00:09:07,779
Aah!
[grunts]
164
00:09:07,814 --> 00:09:09,814
Nope, nothing natural
about that.
165
00:09:15,054 --> 00:09:18,590
[frustrated grunt]
Not good enough!
166
00:09:18,625 --> 00:09:21,259
This has got to work!
167
00:09:21,294 --> 00:09:24,596
Harry, you're losing control.
168
00:09:24,631 --> 00:09:27,899
You shouldn't...
test on yourself.
169
00:09:27,934 --> 00:09:32,570
You're the one who taught me
true breakthroughs are always risky.
170
00:09:32,605 --> 00:09:36,675
I'm going to heal you,
whatever it takes.
171
00:09:44,250 --> 00:09:46,084
[grunts]
172
00:09:47,086 --> 00:09:49,654
[groans]
Can I have a time-out?
173
00:09:49,689 --> 00:09:51,889
[panting]
174
00:09:51,924 --> 00:09:53,224
[growls]
[grunts]
175
00:09:53,259 --> 00:09:54,459
[groans]
176
00:09:54,494 --> 00:09:56,060
[footsteps thudding]
[gasps]
177
00:09:56,095 --> 00:09:57,696
[growls]
178
00:10:03,670 --> 00:10:05,269
[growls]
179
00:10:05,304 --> 00:10:08,740
Can anything stop him?
[train horn blaring]
180
00:10:08,775 --> 00:10:11,109
Maybe that train can.
181
00:10:11,144 --> 00:10:14,812
[sighs]
This might not be the best science,
182
00:10:14,847 --> 00:10:18,049
but I'm pretty sure
trains beat rhinos.
183
00:10:21,187 --> 00:10:23,087
[growls]
184
00:10:23,122 --> 00:10:25,523
[grunts]
I know it's crazy, [train horn blares]
185
00:10:25,558 --> 00:10:28,526
but crazy's better
than nothing. [grunts]
186
00:10:30,296 --> 00:10:31,763
[grunts]
187
00:10:31,798 --> 00:10:33,331
[train approaching]
Huh?
188
00:10:33,366 --> 00:10:36,167
[horn blaring]
189
00:10:36,202 --> 00:10:38,336
[crash]
[muffled exclaim]
190
00:10:38,371 --> 00:10:41,105
Oh-- Oh... sorry.
191
00:10:41,140 --> 00:10:42,974
Oh, that's gotta hurt.
192
00:10:43,009 --> 00:10:46,678
Oh, man.
[groans]
193
00:10:46,713 --> 00:10:48,780
Okay, I admit that hurt.
194
00:10:48,815 --> 00:10:51,783
Oh, there's gotta be
an easier way to get around town.
195
00:10:51,818 --> 00:10:54,019
[groans]
196
00:10:56,723 --> 00:10:59,157
[groans]
Who am I kidding?
197
00:10:59,192 --> 00:11:01,259
Ock could be on the other side
of the city by now.
198
00:11:02,528 --> 00:11:04,562
Wait.
199
00:11:04,597 --> 00:11:07,732
[grunts]
Ock had that secret lab outside of Horizon.
200
00:11:07,767 --> 00:11:09,567
I saw it when
we were teammates.
201
00:11:09,602 --> 00:11:12,070
Ugh. We were teammates.
202
00:11:12,105 --> 00:11:14,238
That is such
an embarrassing memory now.
203
00:11:14,273 --> 00:11:17,208
[grunts]
There.
204
00:11:17,243 --> 00:11:20,011
Now, would
that giant-brained genius really be dumb enough
205
00:11:20,046 --> 00:11:22,046
to go to the one place
I'd remember?
206
00:11:22,081 --> 00:11:26,418
Yep. Even giant-brained geniuses
can be painfully predictable.
207
00:11:27,453 --> 00:11:29,487
Uh-oh! Aah!
208
00:11:29,522 --> 00:11:31,890
[grunts]
Spider Slayer!
209
00:11:32,892 --> 00:11:35,193
Aah!
[grunts]
210
00:11:35,228 --> 00:11:38,062
Focus, Spidey.
You're beaten up, but you got this!
211
00:11:38,097 --> 00:11:40,598
[keyboard clacking]
[thud]
212
00:11:40,633 --> 00:11:44,268
[grunts]
Ah, you've arrived.
213
00:11:44,303 --> 00:11:47,772
Which means the first part
of my plan is complete.
214
00:11:47,807 --> 00:11:51,776
"First part"?
Let Max Modell go.
215
00:11:51,811 --> 00:11:53,244
But of course.
216
00:11:53,279 --> 00:11:54,212
Huh?
217
00:11:57,116 --> 00:11:59,350
Is this another one
of your tricks, Otto?
218
00:11:59,385 --> 00:12:03,354
Of course not.
You are free to go, Modell.
219
00:12:03,389 --> 00:12:05,890
This was never about you.
[panting]
220
00:12:05,925 --> 00:12:08,226
It was about Spider-Man.
221
00:12:08,261 --> 00:12:12,363
And wearing him down
with my Sinister Five.
222
00:12:12,398 --> 00:12:15,566
[chuckling]
And I think we've done that, haven't we?
223
00:12:15,601 --> 00:12:18,202
[Max]
Spider-Man! We're through with you, Modell.
224
00:12:18,237 --> 00:12:20,738
Take him out of my sight.
225
00:12:20,773 --> 00:12:23,107
[grunting]
No!
226
00:12:23,142 --> 00:12:25,143
Leave Spider-Man alone!
227
00:12:25,178 --> 00:12:26,210
[grunts]
228
00:12:26,245 --> 00:12:29,814
Ohh, nice try, web-head.
229
00:12:29,849 --> 00:12:32,483
But I believe the fight
has gone out of you.
230
00:12:32,518 --> 00:12:34,786
[grunts]
Don't be so sure, Ock.
231
00:12:34,821 --> 00:12:37,588
You and the Sinister Five
are coming with me.
232
00:12:37,623 --> 00:12:40,291
Oh, on the contrary.
233
00:12:40,326 --> 00:12:42,293
You are coming...
234
00:12:42,328 --> 00:12:44,562
[grunts]
with me.
235
00:12:44,597 --> 00:12:47,799
And it is
the "Sinister Six" now!
236
00:12:47,834 --> 00:12:50,335
[evil laughter]
237
00:12:52,705 --> 00:12:53,838
[footsteps thudding]
[gasps]
238
00:12:53,873 --> 00:12:56,207
[people gasp, exclaim]
239
00:12:57,476 --> 00:12:59,243
[screaming]
240
00:12:59,278 --> 00:13:02,079
[clamoring]
[man] Run! Run!
241
00:13:02,114 --> 00:13:04,549
[roaring]
242
00:13:06,853 --> 00:13:09,287
What just hit us? Huh?
[Doc Ock] You were just hit
243
00:13:09,322 --> 00:13:11,289
by the new masters
of the city!
244
00:13:11,324 --> 00:13:13,457
[exclaiming]
245
00:13:13,492 --> 00:13:15,493
[gasps, grunts]
[grunts]
246
00:13:15,528 --> 00:13:17,896
[both grunt]
247
00:13:19,532 --> 00:13:22,133
[crowd exclaiming]
Behold,
248
00:13:22,168 --> 00:13:26,971
the terrifying might
of my Sinister Six!
249
00:13:27,006 --> 00:13:30,274
Ooh, I was right.
That sounds so much better than "Five."
250
00:13:30,309 --> 00:13:32,777
With this windfall,
251
00:13:32,812 --> 00:13:35,346
my experiments
will no longer be held back
252
00:13:35,381 --> 00:13:38,516
by lack of resources.
253
00:13:38,551 --> 00:13:41,519
[man on TV]
The attack has come completely out of nowhere,
254
00:13:41,554 --> 00:13:45,289
but the most shocking
turn of events-- it appears Spider-Man
255
00:13:45,324 --> 00:13:47,859
is working alongside
these villains.
256
00:13:47,894 --> 00:13:51,562
If New York's hero
has gone bad, who will protect the city?
257
00:13:51,597 --> 00:13:53,464
Spider-Man?
258
00:13:53,499 --> 00:13:57,501
It's exactly
what I always believed Spider-Man would become.
259
00:13:57,536 --> 00:13:59,337
Dad, don't talk.
260
00:13:59,372 --> 00:14:01,372
You're still weak.
No, son.
261
00:14:01,407 --> 00:14:04,308
Thanks to your hard work
and sacrifice,
262
00:14:04,343 --> 00:14:06,377
that cure did the trick.
263
00:14:06,412 --> 00:14:09,814
All traces of the spider DNA
have been removed from my body.
264
00:14:09,849 --> 00:14:13,017
And now you must remove
the spider from the city.
265
00:14:13,052 --> 00:14:16,888
Clearly he's the menace
I always said he was.
266
00:14:16,923 --> 00:14:20,858
What are you talking about?
Son, a great man once said,
267
00:14:20,893 --> 00:14:24,762
"A foolish consistency
is the hobgoblin of little minds."
268
00:14:24,797 --> 00:14:27,498
Spider-Man has consistently
been a menace,
269
00:14:27,533 --> 00:14:32,503
and you must be the goblin
that opens his mind to the error of his ways.
270
00:14:32,538 --> 00:14:34,605
I-It doesn't make any sense.
271
00:14:34,640 --> 00:14:37,541
It betrays everything
Spider-Man stands for.
272
00:14:37,576 --> 00:14:42,546
It wasn't just Spider-Man
who saved New York from the spider virus.
273
00:14:42,581 --> 00:14:45,082
It was you, Harry.
274
00:14:45,117 --> 00:14:49,253
You're much more
than a scientist, you're a hero.
275
00:14:49,288 --> 00:14:53,457
And now Spider-Man
has finally shown his true colors.
276
00:14:53,492 --> 00:14:57,929
It's time for an Osborn
to finally stand up to him.
277
00:15:01,767 --> 00:15:06,304
Do you want
to truly make me proud?
278
00:15:06,339 --> 00:15:09,607
Stop Spider-Man.
279
00:15:14,447 --> 00:15:19,017
Yet another mere annoyance.
Get them!
280
00:15:20,086 --> 00:15:21,452
[officers grunting]
281
00:15:21,487 --> 00:15:23,021
[groans]
282
00:15:31,664 --> 00:15:33,665
[Hobgoblin laughing]
283
00:15:40,006 --> 00:15:44,508
Dr. Octopus, your reign
of terror ends here.
284
00:15:44,543 --> 00:15:47,745
[laughs]
I don't know who you are,
285
00:15:47,780 --> 00:15:49,814
but you clearly
lack intelligence
286
00:15:49,849 --> 00:15:53,351
if you believe
you could possibly be a match for my Sinister Six!
287
00:15:53,386 --> 00:15:55,687
Destroy this imbecile!
288
00:16:03,529 --> 00:16:05,363
[sonic scream blaring]
289
00:16:10,369 --> 00:16:12,370
[electricity arcing]
290
00:16:13,906 --> 00:16:16,507
[growling]
291
00:16:20,079 --> 00:16:23,047
[electricity arcing]
[groans]
292
00:16:23,082 --> 00:16:26,751
Don't let this clown
play you for fools! Get him!
293
00:16:29,522 --> 00:16:30,955
[cries out]
294
00:16:30,990 --> 00:16:32,556
[grunting]
295
00:16:32,591 --> 00:16:34,191
[grunts]
296
00:16:34,226 --> 00:16:36,928
I am here to bring you
all to justice!
297
00:16:41,000 --> 00:16:43,000
And you! Traitor!
298
00:16:43,035 --> 00:16:46,170
You were supposed
to be a hero!
299
00:16:46,205 --> 00:16:51,075
Even so-called heroes
aren't strong enough to resist my mind control.
300
00:16:51,110 --> 00:16:53,377
Mind control?
[grunts]
301
00:16:53,412 --> 00:16:55,746
[grunting]
302
00:16:55,781 --> 00:16:58,149
[sonic scream blares]
303
00:16:58,184 --> 00:17:00,351
Spider-Man,
this isn't you.
304
00:17:00,386 --> 00:17:02,353
Ock's making you
do this.
305
00:17:02,388 --> 00:17:03,988
I know I haven't been
your biggest fan,
306
00:17:04,023 --> 00:17:05,990
and my dad is convinced
you're a menace,
307
00:17:06,025 --> 00:17:10,094
but if you're the person
I hope you are, you'll fight this!
308
00:17:11,430 --> 00:17:13,197
[grunting]
309
00:17:13,232 --> 00:17:15,866
[groans]
310
00:17:15,901 --> 00:17:18,669
[crying out]
311
00:17:18,704 --> 00:17:21,338
[grunts]
312
00:17:21,373 --> 00:17:23,941
Peter, please!
313
00:17:25,444 --> 00:17:26,911
It's me, Harry.
314
00:17:26,946 --> 00:17:29,547
Even after everything,
you're still my best friend.
315
00:17:31,250 --> 00:17:32,216
Don't--
316
00:17:32,251 --> 00:17:33,884
[cries out]
317
00:17:33,919 --> 00:17:36,120
[screaming]
318
00:17:41,060 --> 00:17:42,259
Harry!
319
00:17:42,294 --> 00:17:44,028
[screaming continues]
320
00:17:44,063 --> 00:17:45,262
[grunts]
321
00:17:45,297 --> 00:17:48,365
[grunting]
322
00:17:48,400 --> 00:17:50,301
[electricity arcing]
Aah!
323
00:17:50,336 --> 00:17:51,368
[grunts]
324
00:17:51,403 --> 00:17:52,903
[grunts]
325
00:17:52,938 --> 00:17:56,373
[groaning]
Spidey, are you okay?
326
00:17:56,408 --> 00:18:00,611
You can fight off
one of my Sinister Six, but you cannot beat us all.
327
00:18:00,646 --> 00:18:02,613
This isn't about winning.
328
00:18:02,648 --> 00:18:04,715
It's about doing
the right thing.
329
00:18:04,750 --> 00:18:06,550
[chuckling]
You fool!
330
00:18:06,585 --> 00:18:08,552
It's always about winning.
331
00:18:08,587 --> 00:18:11,755
[growls, groans]
332
00:18:11,790 --> 00:18:14,625
If you all can't play nice,
then you shouldn't play at all.
333
00:18:14,660 --> 00:18:17,561
You overcame
my mind control?
334
00:18:17,596 --> 00:18:20,231
Th-That is
scientifically impossible!
335
00:18:20,266 --> 00:18:22,633
Maybe your inventions
aren't as good as you think.
336
00:18:23,969 --> 00:18:26,804
[grunting]
337
00:18:30,442 --> 00:18:32,643
[grunts]
338
00:18:32,678 --> 00:18:35,412
This is what I get
for relying on others.
339
00:18:35,447 --> 00:18:37,781
I am the only one
with any competence!
340
00:18:37,816 --> 00:18:40,017
Everyone else is an idiot!
341
00:18:40,052 --> 00:18:41,986
Watch your back, Ock!
342
00:18:42,021 --> 00:18:43,787
[Ock yelling]
343
00:18:43,822 --> 00:18:46,690
[grunts, groans]
344
00:18:46,725 --> 00:18:47,792
[yells]
345
00:18:48,994 --> 00:18:50,594
[groans]
346
00:18:50,629 --> 00:18:51,696
Harry!
347
00:18:55,401 --> 00:18:57,801
We are not finished.
348
00:18:57,836 --> 00:18:59,670
I am.
349
00:19:03,409 --> 00:19:05,476
[grunts]
350
00:19:05,511 --> 00:19:07,178
[laughing]
351
00:19:07,213 --> 00:19:10,147
Your targeting
is grotesquely inaccurate.
352
00:19:10,182 --> 00:19:13,651
Maybe. If I
was aiming at you.
353
00:19:16,989 --> 00:19:20,524
[groans]
Wha-- Octavius...
354
00:19:20,559 --> 00:19:22,526
He did this to us.
355
00:19:22,561 --> 00:19:23,694
[growls]
356
00:19:26,532 --> 00:19:28,499
This ends now!
357
00:19:28,534 --> 00:19:31,836
Do not betray me.
I helped you achieve greatness!
358
00:19:32,871 --> 00:19:35,773
You used us,
and you will pay!
359
00:19:37,376 --> 00:19:39,009
[Doc Ock grunting]
360
00:19:39,044 --> 00:19:40,745
[sonic scream blaring]
361
00:19:42,381 --> 00:19:46,016
[sirens wailing in distance]
[labored breathing]
362
00:19:46,051 --> 00:19:49,353
Harry?
[groaning]
363
00:19:51,924 --> 00:19:54,792
I... don't feel right.
364
00:19:57,129 --> 00:20:00,831
I-- I just wanted
to be a hero.
365
00:20:00,866 --> 00:20:02,833
[helicopters approaching]
[groans]
366
00:20:02,868 --> 00:20:07,405
Trust me... you are.
367
00:20:19,818 --> 00:20:22,786
I saw what you did
on the news.
368
00:20:22,821 --> 00:20:24,722
You were magnificent, Harry.
369
00:20:24,757 --> 00:20:27,758
Yes, he was.
370
00:20:27,793 --> 00:20:30,261
He saved my life.
371
00:20:30,296 --> 00:20:33,364
But I think he might've
gotten hurt in the fight... with Ock.
372
00:20:33,399 --> 00:20:35,566
I'm okay, really.
373
00:20:35,601 --> 00:20:37,868
You need to see a doctor.
374
00:20:37,903 --> 00:20:40,771
I will. You know,
375
00:20:40,806 --> 00:20:44,742
it was good to--
to work together.
376
00:20:44,777 --> 00:20:48,279
Yeah. Maybe we can do this
again sometime.
377
00:20:54,520 --> 00:20:56,053
[groans]
378
00:20:56,088 --> 00:20:59,456
I told you to take
Spider-Man out.
379
00:20:59,491 --> 00:21:01,458
You failed me.
380
00:21:01,493 --> 00:21:03,661
But, Dad,
it wasn't his fault.
381
00:21:03,696 --> 00:21:05,763
He was being
mind-controlled.
382
00:21:05,798 --> 00:21:08,565
That's what he
wanted you to think.
383
00:21:08,600 --> 00:21:10,934
Don't you find it suspicious
he was the only one
384
00:21:10,969 --> 00:21:13,838
who could overcome
the mind control by himself?
385
00:21:15,374 --> 00:21:18,475
I... inspired him.
386
00:21:18,510 --> 00:21:20,477
You're being naive.
387
00:21:20,512 --> 00:21:25,482
This was all Spider-Man's plan,
and he made Ock take the fall.
388
00:21:25,517 --> 00:21:29,353
Spider-Man's playing
New York City for fools...
389
00:21:30,956 --> 00:21:34,792
and it's time
he finally met his match.
390
00:21:34,842 --> 00:21:39,392
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