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1
00:00:00,003 --> 00:00:03,305
[PETER GROANING] Peter, honey?
Wake up.
2
00:00:03,340 --> 00:00:04,341
[GASPING]
3
00:00:04,342 --> 00:00:07,976
Oh, you wanna fight too?
Bring it on, Panda-girl.
4
00:00:08,011 --> 00:00:09,545
[GASPING]
5
00:00:09,580 --> 00:00:10,980
[GRUNTS]
6
00:00:12,583 --> 00:00:13,982
[SHEEPISH CHUCKLE]
7
00:00:14,017 --> 00:00:16,985
Sorry. Weird dream.
8
00:00:17,020 --> 00:00:18,787
I would say so.
9
00:00:18,822 --> 00:00:20,756
You don't wanna
be late for school.
10
00:00:22,159 --> 00:00:24,093
Oh, hey, you never told me
11
00:00:24,128 --> 00:00:26,395
how the Horizon Open House
project went.
12
00:00:26,430 --> 00:00:29,263
It, uh, went about as expected.
13
00:00:31,135 --> 00:00:34,737
[YAWNS] Conking out mid-wheat cake.
That's a new low.
14
00:00:34,772 --> 00:00:37,740
[YAWNS] After villains
crawled out of the woodwork
15
00:00:37,775 --> 00:00:40,743
to try and collect Chameleon's
bounty on my head,
16
00:00:40,778 --> 00:00:43,779
getting a good night's sleep
hasn't been... [SNORING]
17
00:00:45,616 --> 00:00:47,116
[SIGHS]
18
00:00:47,151 --> 00:00:49,452
[SNORING]
19
00:00:50,821 --> 00:00:55,391
Yeesh! Falling asleep standing up? Glad
I can take the web-express to school.
20
00:00:55,426 --> 00:00:58,260
And now that Chameleon's behind bars,
things have gotta be looking up.
21
00:00:58,295 --> 00:01:00,329
Most of my troubles
are already behind me.
22
00:01:00,364 --> 00:01:03,666
[JAMESON] The Bugle's officially
calling out Police Chief Watanabe.
23
00:01:03,701 --> 00:01:09,136
It's time she recognizes Spider-Man as
the clear and present danger he is!
24
00:01:09,161 --> 00:01:10,306
Huh?
25
00:01:10,341 --> 00:01:12,741
Uh, okay.
26
00:01:12,776 --> 00:01:15,311
I still might have
a few problems, like...
27
00:01:16,347 --> 00:01:17,913
boomerang?!
28
00:01:17,948 --> 00:01:20,449
[YELLS]
29
00:01:20,484 --> 00:01:23,252
Wh-What is happeniiiing?
30
00:01:23,287 --> 00:01:24,954
[YELLS]
31
00:01:26,390 --> 00:01:30,025
I did not, in fact, stick
that landing. [YELLS]
32
00:01:30,060 --> 00:01:34,330
Revenge, and that bounty,
appear already in hand.
33
00:01:34,365 --> 00:01:36,332
Tinkerer?
[SCOFFS]
34
00:01:36,367 --> 00:01:38,801
Do you not own a TV?
Radio?
35
00:01:38,836 --> 00:01:41,136
Chameleon's in prison.
The bounty's gone.
36
00:01:41,171 --> 00:01:42,938
- Kaputski!
- Huh?
37
00:01:42,973 --> 00:01:45,174
Lies!
38
00:01:45,209 --> 00:01:46,508
[GRUNTS]
39
00:01:46,543 --> 00:01:47,943
[YELLS]
40
00:01:47,978 --> 00:01:49,511
[GRUNTING]
41
00:01:49,546 --> 00:01:50,512
[YELLS]
42
00:01:50,547 --> 00:01:51,947
[GRUNTS]
[YELLING]
43
00:01:51,982 --> 00:01:54,383
My Spider-Sense
is barely working!
44
00:01:54,418 --> 00:01:57,619
What's going on with meee?!
[GRUNTS]
45
00:01:57,654 --> 00:02:00,022
Fine. [GRUNTS] You don't
wanna leave empty-handed.
46
00:02:00,057 --> 00:02:03,292
I get it. How's... [MUTTERS]
four dollars sound?
47
00:02:03,327 --> 00:02:05,994
Bounty or no,
this changes nothing.
48
00:02:06,029 --> 00:02:08,831
You had me thrown in prison,
49
00:02:08,866 --> 00:02:11,400
and worse,
you made my team lose.
50
00:02:11,435 --> 00:02:14,069
Taste my revenge, Spider-brat.
51
00:02:14,104 --> 00:02:17,072
You're... How did you put it?
"Kaputski"?
52
00:02:17,107 --> 00:02:19,842
So, you don't want
the four dollars?
53
00:02:26,868 --> 00:02:30,068
Sync and corrections by masaca
- addic7ed.com -
54
00:02:31,221 --> 00:02:32,654
[YELLS]
55
00:02:32,689 --> 00:02:34,857
Gotta shut down
this clown's wrist tech.
56
00:02:34,892 --> 00:02:36,658
Physics don't fail me now!
[BEEPS]
57
00:02:36,693 --> 00:02:38,060
[GRUNTS]
[GRUNTS]
58
00:02:38,095 --> 00:02:39,261
[GRUNTS]
59
00:02:42,466 --> 00:02:44,433
[GASPS]
What?
60
00:02:44,468 --> 00:02:46,235
Huh? How?
61
00:02:46,270 --> 00:02:47,870
Now excuse me.
62
00:02:47,905 --> 00:02:51,507
I feel a nap coming on. [MUFFLED]
I hate you, Spider-Man!
63
00:02:51,542 --> 00:02:53,542
[YAWNING]
64
00:02:53,577 --> 00:02:58,514
[SIGHS] Nothing like the sweet,
soothing sounds of villainy.
65
00:02:58,549 --> 00:03:00,616
[MUFFLED SHOUTING]
[SNORING]
66
00:03:00,651 --> 00:03:03,619
[CRIES OUT] That call-in
tip was on the money.
67
00:03:03,654 --> 00:03:04,743
Round 'em up.
68
00:03:04,768 --> 00:03:07,022
[CLEARS THROAT]
69
00:03:07,057 --> 00:03:09,024
[GASPS]
Oh.
70
00:03:09,059 --> 00:03:12,361
Goblins, octopuses, chameleons,
71
00:03:12,396 --> 00:03:15,964
and yet it's the evil mastermind
exhaustion that does me in.
72
00:03:15,999 --> 00:03:18,233
[HANDCUFFS CLINK] All right.
Don't do anything, Spidey.
73
00:03:18,268 --> 00:03:21,036
You're coming with us for questioning.
[GROANS]
74
00:03:21,071 --> 00:03:23,973
Good work, but I can
take it from here, Officer.
75
00:03:26,009 --> 00:03:29,211
Do you know how much pressure
I'm getting to bring you in?
76
00:03:29,246 --> 00:03:33,615
Let me guess. Rage face, mustache,
flying spittle when he talks?
77
00:03:33,650 --> 00:03:37,252
Destruction of property, public
endangerment, trespassing.
78
00:03:37,287 --> 00:03:39,254
That's a big list of things
you're accused of.
79
00:03:39,289 --> 00:03:41,590
So I can't believe
I'm doing this.
80
00:03:42,593 --> 00:03:45,093
Uh, neither can I?
81
00:03:45,128 --> 00:03:46,962
You've done a lot of good
in this city.
82
00:03:46,997 --> 00:03:51,467
So instead of fighting you,
I'd rather work with you.
83
00:03:51,502 --> 00:03:55,170
Thanks, Chief Watanabe. I'll
help any way I can, obviously.
84
00:03:55,205 --> 00:03:58,106
Good, because Chameleon
isn't talking,
85
00:03:58,141 --> 00:03:59,547
and we have reason to
believe he wasn't the
86
00:03:59,572 --> 00:04:01,593
mastermind behind the
bounty on your head.
87
00:04:01,945 --> 00:04:04,746
He was only a hired gun.
Wait.
88
00:04:04,781 --> 00:04:07,749
So there's a big shadowy boss
out there who wants me gone.
89
00:04:07,784 --> 00:04:09,785
What makes you think Chameleon
wasn't behind it?
90
00:04:09,820 --> 00:04:11,787
He's clammed up.
91
00:04:11,822 --> 00:04:15,123
Something, or someone,
scares him more than jail time.
92
00:04:15,158 --> 00:04:17,793
And his gear was too advanced
for him to have worked alone.
93
00:04:17,828 --> 00:04:20,128
Our labs ran their tests.
94
00:04:20,163 --> 00:04:22,931
Haven't been able to make heads or
tails of Chameleon's holo-mask.
95
00:04:22,966 --> 00:04:25,467
Thought maybe you could take
a piece of it to your...
96
00:04:25,502 --> 00:04:29,004
I don't know... Spider-lair and
see if you can uncover a lead.
97
00:04:29,039 --> 00:04:31,306
Ideally pointing to someone
I can arrest.
98
00:04:31,341 --> 00:04:34,109
How do you know you can...
Trust you?
99
00:04:34,144 --> 00:04:37,546
We both want the same thing...
to make this city safe.
100
00:04:37,581 --> 00:04:41,016
Just promise me, if you find
a lead, you call me first.
101
00:04:41,051 --> 00:04:42,818
Deal.
102
00:04:46,990 --> 00:04:48,123
[YAWNS]
103
00:04:48,158 --> 00:04:50,893
Peter Parker. [GASPS] What?
104
00:04:50,928 --> 00:04:53,629
May I interest you
in a tasty beverage?
105
00:04:53,664 --> 00:04:54,997
Miles?
106
00:04:55,032 --> 00:04:57,966
I want you to meet
the Neuro-Cortex's new home.
107
00:04:58,001 --> 00:04:59,635
I call it the Living Brain.
108
00:04:59,670 --> 00:05:03,071
May I interest you
in a tasty beverage?
109
00:05:03,106 --> 00:05:06,342
Whoa! You gave
the supercomputer a body?
110
00:05:08,011 --> 00:05:10,979
He's well designed,
and strangely polite.
111
00:05:11,014 --> 00:05:14,331
Well, after Doc Ock tried
to steal the Neuro-Cortex,
112
00:05:14,356 --> 00:05:16,251
Max wanted a way to protect it.
113
00:05:16,286 --> 00:05:19,855
So, working with calculations
given to us by the Neuro-Cortex,
114
00:05:19,890 --> 00:05:21,490
we created this.
115
00:05:21,525 --> 00:05:24,726
It also has its own defenses,
including rocket boots.
116
00:05:24,761 --> 00:05:26,228
My touch.
117
00:05:26,263 --> 00:05:28,898
The Neuro-Cortex helped you
make its own body?
118
00:05:30,100 --> 00:05:32,134
[YAWNS]
Efficient.
119
00:05:34,071 --> 00:05:36,738
Speaking of new tech,
need your help with this.
120
00:05:36,773 --> 00:05:39,074
Looks like Chameleon
wasn't working alone.
121
00:05:39,109 --> 00:05:42,278
It's a piece of his mask.
Ever seen anything like it?
122
00:05:43,747 --> 00:05:47,282
Huh. It looks like
some kind of meta-material.
123
00:05:47,317 --> 00:05:49,284
"Meta-material"?
124
00:05:49,319 --> 00:05:52,054
It bends light waves
to distort what we see.
125
00:05:52,089 --> 00:05:55,090
The fake faces and bodies Chameleon
used were probably uploaded.
126
00:05:55,125 --> 00:05:58,293
And the meta-material
gave it three-dimensional depth.
127
00:05:58,328 --> 00:06:03,031
As for who could supply
this tech, I got nada.
128
00:06:03,066 --> 00:06:05,734
But watch this.
Living Brain,
129
00:06:05,769 --> 00:06:09,104
who in New York holds a technology
patent on holo-meta-materials?
130
00:06:09,139 --> 00:06:12,240
Subject: Warren, Raymond.
131
00:06:12,275 --> 00:06:15,377
Technology patent:
holo-meta-materials.
132
00:06:15,412 --> 00:06:17,112
Fall, last year.
133
00:06:17,147 --> 00:06:20,182
[CHUCKLES]
That... That's incredible.
134
00:06:21,985 --> 00:06:23,952
So, Raymond Warren.
135
00:06:23,987 --> 00:06:25,954
You think the Jackal's
behind these attacks?
136
00:06:25,989 --> 00:06:28,457
I haven't seen him in months.
137
00:06:28,492 --> 00:06:30,959
But it could also be someone
stealing his tech.
138
00:06:30,994 --> 00:06:32,661
Wouldn't be the first time.
[SNORING]
139
00:06:32,696 --> 00:06:33,829
[SOFT THUD]
Ow!
140
00:06:33,864 --> 00:06:35,230
Oh, you okay?
141
00:06:35,265 --> 00:06:38,133
You don't look so hot.
142
00:06:38,168 --> 00:06:41,436
What would...
make you think that?
143
00:06:41,471 --> 00:06:43,338
When was the last time
you slept?
144
00:06:43,373 --> 00:06:45,974
If by "slept," you mean
145
00:06:46,009 --> 00:06:48,477
unexpectedly passed out
in aeronautics class...
146
00:06:48,512 --> 00:06:50,646
[SIGHS]
45 minutes ago.
147
00:06:50,681 --> 00:06:54,282
If you mean a full night's rest,
then probably about a week...
148
00:06:54,317 --> 00:06:55,817
and a half.
149
00:06:55,852 --> 00:06:57,252
Dude, that's insane!
150
00:06:57,287 --> 00:06:59,454
No one can function like that.
Not even you.
151
00:06:59,489 --> 00:07:01,657
Now that you mentioned it,
152
00:07:01,692 --> 00:07:04,092
guess my powers
have kind of been on strike.
153
00:07:04,127 --> 00:07:06,294
And that doesn't
seem odd to you?
154
00:07:06,329 --> 00:07:10,666
I'll sleep when I catch the
Jackal, or whoever's behind this.
155
00:07:10,701 --> 00:07:14,302
Yeah. It'll be hilarious
when you snore on him.
156
00:07:14,337 --> 00:07:17,305
You need rest, Pete.
[PHONE KEYPAD BEEPING]
157
00:07:17,340 --> 00:07:19,307
Who are you calling?
158
00:07:19,342 --> 00:07:21,877
Hey, Mrs. Parker, it's Miles.
[GRUNTS]
159
00:07:21,912 --> 00:07:24,146
No, no, no! Don't tell her!
[STRAINING]
160
00:07:24,181 --> 00:07:26,797
So, Pete's come to school
looking a little...
161
00:07:26,798 --> 00:07:27,549
- Come on, come on...
- Well...
162
00:07:27,574 --> 00:07:30,118
you know how a balloon
looks on day five?
163
00:07:30,153 --> 00:07:33,522
"Deflated"?
I was gonna say "sad."
164
00:07:33,557 --> 00:07:35,557
I agree.
He's coming home.
165
00:07:36,593 --> 00:07:38,394
[GROANS]
166
00:07:41,198 --> 00:07:43,799
This is so blown
out of proportion.
167
00:07:43,834 --> 00:07:45,801
[YAWNING]
I'm not that tired.
168
00:07:45,836 --> 00:07:48,003
You're not the boss here,
young man.
169
00:07:48,038 --> 00:07:51,707
And would you wanna disappoint
your slumberland pal? [GASPS]
170
00:07:51,742 --> 00:07:54,309
Se�or Trunks!
171
00:07:54,344 --> 00:07:58,346
Haven't needed him to sleep
since I was six. [CHUCKLES]
172
00:07:58,381 --> 00:08:01,016
[SIGHS, SNORES]
173
00:08:01,051 --> 00:08:04,553
No one says no to Se�or Trunks.
174
00:08:09,059 --> 00:08:10,525
[BEEPS]
175
00:08:10,560 --> 00:08:12,894
[MILES] This better be
a dream-dial, Pete!
176
00:08:12,929 --> 00:08:15,831
[QUIETLY] Dude, calling
May was a low blow.
177
00:08:15,866 --> 00:08:18,066
Wait. Where are you?
Looked into it.
178
00:08:18,101 --> 00:08:20,836
Jackal only has one warehouse
left that hasn't been blown up.
179
00:08:20,871 --> 00:08:24,272
And, of course, it was buried
under several dummy corporations.
180
00:08:24,307 --> 00:08:26,708
But I'm headed there now to check
on the lead. Miles, listen.
181
00:08:26,743 --> 00:08:29,077
I went through the wringer
with all these villains.
182
00:08:29,112 --> 00:08:30,946
Don't do it alone.
You need backup.
183
00:08:30,981 --> 00:08:34,249
And the guy whose powers have
gone whack-a-doodle's gonna help?
184
00:08:34,284 --> 00:08:36,318
Get some Z's.
I got it covered, man.
185
00:08:37,921 --> 00:08:40,722
Just an empty office?
Abandoned tech?
186
00:08:40,757 --> 00:08:42,924
No lab?
187
00:08:42,959 --> 00:08:45,761
Wait! Could it be?
188
00:08:45,796 --> 00:08:49,464
Could this light be a lever to
reveal a supersecret hidden lab?
189
00:08:49,499 --> 00:08:51,133
[GRUNTS]
[CREAKS]
190
00:08:51,168 --> 00:08:52,735
Dream crusher.
191
00:08:54,504 --> 00:08:56,872
Not seeing any clues here.
192
00:08:56,907 --> 00:08:59,374
Nothing but outdated tech.
193
00:08:59,409 --> 00:09:01,276
Ew, spiders.
194
00:09:03,980 --> 00:09:05,947
I got nothin'.
195
00:09:05,982 --> 00:09:07,048
[GRUNTS]
196
00:09:07,083 --> 00:09:09,951
I'm really glad no one saw that.
197
00:09:09,986 --> 00:09:11,453
Whoa!
[GRUNTS]
198
00:09:11,488 --> 00:09:13,021
I knew it!
199
00:09:14,457 --> 00:09:16,458
Awesome supersecret lab!
200
00:09:18,195 --> 00:09:20,629
Now, this is what I call a clue.
201
00:09:20,664 --> 00:09:24,833
Holo-meta-materials!
Aw, so cool!
202
00:09:24,868 --> 00:09:27,102
And this must be
the image matrix server
203
00:09:27,137 --> 00:09:30,772
that uploads identities
to Chameleon's mask.
204
00:09:30,807 --> 00:09:34,843
Just need to download Chameleon's
server files and decrypt later.
205
00:09:34,878 --> 00:09:37,445
Hopefully there's a digital
trail or communication,
206
00:09:37,480 --> 00:09:40,182
something that can lead us
to who he's working for.
207
00:09:40,217 --> 00:09:42,350
Ugh! J. Jonah Jameson?
[ALARM BEEPING]
208
00:09:42,385 --> 00:09:44,619
Uh-oh! Triggered security.
209
00:09:44,654 --> 00:09:47,189
If his is the last face
I ever see,
210
00:09:47,224 --> 00:09:48,224
I'm gonna be so mad.
211
00:09:51,061 --> 00:09:53,361
Okay, maybe Pete was right.
212
00:09:53,396 --> 00:09:55,898
Backup would've been
a smart idea.
213
00:09:57,901 --> 00:09:59,434
Oh, great!
Now I'm trapped.
214
00:09:59,469 --> 00:10:01,170
[EXPLOSION]
[GRUNTS]
215
00:10:02,172 --> 00:10:03,872
Miles Morales.
216
00:10:03,907 --> 00:10:07,275
Do you require a...
Yes, Living Brain!
217
00:10:07,310 --> 00:10:09,377
Ooh! Hey! Hey! Ooh! Ooh!
218
00:10:09,412 --> 00:10:11,279
Safety tumble.
Ooh! Ooh!
219
00:10:11,314 --> 00:10:14,449
Ooh. Okay.
220
00:10:14,484 --> 00:10:16,451
You... You followed me?
221
00:10:16,486 --> 00:10:18,687
When you left, your vital signs
222
00:10:18,722 --> 00:10:20,488
revealed heightened stress.
223
00:10:20,523 --> 00:10:23,225
I only care to assist.
Want to assist?
224
00:10:23,260 --> 00:10:26,495
Get me access to whatever data's
in that room.
225
00:10:38,341 --> 00:10:41,476
Threat assessment: zero percent.
[gasps]
226
00:10:41,511 --> 00:10:45,146
Uh, thanks, Living Brain.
That was...
227
00:10:45,181 --> 00:10:48,316
[GROANS]
So much for evidence!
228
00:10:48,351 --> 00:10:50,318
Spidey's gonna kill me.
229
00:10:50,353 --> 00:10:52,153
What is a Spidey?
230
00:10:52,188 --> 00:10:55,323
Spidey, short for "Spider-Man."
231
00:10:55,358 --> 00:10:58,727
Short for "He Who Will Wring
My Webs For Losing Evidence."
232
00:10:58,762 --> 00:11:00,896
[SIGHS] I'm following
up on a lead for him.
233
00:11:04,634 --> 00:11:06,334
[TRILLING]
234
00:11:06,369 --> 00:11:10,572
Will communication record
be of sufficient use?
235
00:11:10,607 --> 00:11:13,575
Like a call history?
Affirmative.
236
00:11:16,446 --> 00:11:18,246
Accessing root files.
237
00:11:18,281 --> 00:11:22,017
Date range activity available:
one year.
238
00:11:22,052 --> 00:11:24,352
One year?
I'll take last week!
239
00:11:24,387 --> 00:11:25,854
Affirmative.
240
00:11:25,889 --> 00:11:28,423
Oscorp sub-basement IP
241
00:11:28,458 --> 00:11:30,892
via digital voice record.
242
00:11:30,927 --> 00:11:33,395
Number of calls: ten.
243
00:11:33,430 --> 00:11:37,532
Someone here was receiving calls
from an Oscorp sub-basement?
244
00:11:37,567 --> 00:11:41,236
I know Oscorp,
and there's no sub-basement.
245
00:11:41,271 --> 00:11:43,571
Unless...
246
00:11:43,606 --> 00:11:45,573
it's another supersecret lab!
247
00:11:45,608 --> 00:11:49,244
Living Brain, you may have
just cracked this thing.
248
00:11:52,315 --> 00:11:54,582
[PHONE VIBRATING]
249
00:11:54,617 --> 00:11:58,486
Miles? Sorry to interrupt, but
me and the Living Brain...
250
00:11:58,521 --> 00:12:01,890
Hold up. What's that sound?
[WIND WHOOSHING]
251
00:12:01,925 --> 00:12:03,959
You're riding the flying robot,
aren't you?
252
00:12:03,994 --> 00:12:06,728
Ya get a flying robot,
ya fly it.
253
00:12:06,763 --> 00:12:09,297
But that's not why I called.
Get this.
254
00:12:09,332 --> 00:12:11,766
Living Brain uncovered ten calls
logged from Oscorp
255
00:12:11,801 --> 00:12:14,135
to Jackal's lab
just this past week,
256
00:12:14,170 --> 00:12:16,404
all from some sub-basement.
257
00:12:16,439 --> 00:12:18,907
A secret lab.
258
00:12:18,942 --> 00:12:22,243
I have to call Harry Osborn.
Be careful, Miles.
259
00:12:22,278 --> 00:12:24,813
[BEEPING]
260
00:12:24,848 --> 00:12:26,614
[LINE RINGING]
Come on, Harry.
261
00:12:26,649 --> 00:12:28,416
Where are you?
262
00:12:28,451 --> 00:12:30,418
Who could be behind all this?
[BEEPS]
263
00:12:30,453 --> 00:12:32,821
Maybe Norman's back. No.
264
00:12:32,856 --> 00:12:35,623
Harry?
That doesn't track.
265
00:12:35,658 --> 00:12:38,360
I mean, why now?
And for what?
266
00:12:38,395 --> 00:12:40,261
[GROANS]
I gotta...
267
00:12:40,296 --> 00:12:41,329
Peter?
268
00:12:41,364 --> 00:12:45,600
Uh... what? Oh! Oh, where am I?
269
00:12:45,635 --> 00:12:48,636
I must've been, um,
s-s-sleepwalking?
270
00:12:48,671 --> 00:12:51,773
With your backpack?
271
00:12:51,808 --> 00:12:53,541
I, uh...
[SHEEPISH CHUCKLE]
272
00:12:53,576 --> 00:12:56,144
I guess I take school
very seriously.
273
00:12:56,179 --> 00:12:57,813
Even in my dreams.
274
00:13:01,651 --> 00:13:03,118
Go to bed, Peter.
275
00:13:03,153 --> 00:13:06,188
I don't wanna see you awake
until tomorrow.
276
00:13:08,358 --> 00:13:10,458
[GROANS]
277
00:13:10,493 --> 00:13:12,861
You sure there's no cameras down here?
[THUDDING FOOTSTEPS]
278
00:13:12,896 --> 00:13:16,231
Because as cool as all this
superspy stuff is,
279
00:13:16,266 --> 00:13:19,367
getting caught sneaking around
Oscorp is not on my schedule.
280
00:13:19,402 --> 00:13:21,736
Scans indicate basement clear.
281
00:13:21,771 --> 00:13:24,873
Sub-basement level ahead.
282
00:13:26,910 --> 00:13:29,744
And it looks like
you've hit your first glitch.
283
00:13:29,779 --> 00:13:33,749
This is a janitor's closet.
284
00:13:34,951 --> 00:13:37,485
Hey. L.B.
285
00:13:37,520 --> 00:13:39,487
Little room, yeah?
286
00:13:39,522 --> 00:13:41,523
You're invading my space bubble.
287
00:13:46,429 --> 00:13:50,165
An elevator?
Of course the supersecret lab
288
00:13:50,200 --> 00:13:53,168
is under the fake
janitor's closet.
289
00:13:53,203 --> 00:13:55,203
Winner, winner, chicken dinner!
290
00:13:55,238 --> 00:13:57,272
Goblin tech?
291
00:13:57,307 --> 00:14:00,508
But who's using this lab,
and how does it all connect?
292
00:14:00,543 --> 00:14:03,711
Chameleon's boss is running
his plans out of here.
293
00:14:03,746 --> 00:14:06,714
Who does that leave? Raymond
Warren's still a suspect.
294
00:14:06,749 --> 00:14:09,384
Harry's supposed
to be in Europe.
295
00:14:09,419 --> 00:14:12,087
I guess there's always
the ghost of Norman Osborn.
296
00:14:12,122 --> 00:14:15,590
Norman Osborn:
presumed deceased.
297
00:14:15,625 --> 00:14:18,026
[PHONE VIBRATING]
Oh!
298
00:14:18,061 --> 00:14:21,029
I-I get reception down here?
Oh, nice!
299
00:14:21,064 --> 00:14:24,065
[BEEPS] Spidey, guess
what we just found.
300
00:14:24,100 --> 00:14:27,068
Someone's been running the show
from this hidden Oscorp lab.
301
00:14:27,103 --> 00:14:29,204
All right.
I'm on my way.
302
00:14:29,239 --> 00:14:32,640
Don't. Dude, take the night off.
L.B. and I got this.
303
00:14:32,675 --> 00:14:35,243
I'll give you the play-by-play
tomorrow. [BEEPS]
304
00:14:35,278 --> 00:14:39,314
[SCOFFS]
You are not keeping me away.
305
00:14:40,650 --> 00:14:42,951
Hmm? Mm-hmm.
306
00:14:43,953 --> 00:14:45,120
[BOTH GASP]
307
00:14:46,823 --> 00:14:49,791
G-Gwen!
What are you doing here?
308
00:14:49,826 --> 00:14:54,496
You're awake. I was bringing you the
homework you left on your desk.
309
00:14:54,531 --> 00:14:58,066
Oh, look. What a good
friend you have here.
310
00:14:58,101 --> 00:14:59,667
How nice is Gwen?
311
00:14:59,702 --> 00:15:03,705
[HALFHEARTEDLY]
Yeah. Awesome.
312
00:15:05,542 --> 00:15:07,342
[KEYBOARD CLACKING]
313
00:15:07,377 --> 00:15:09,511
According to the data
on these files,
314
00:15:09,546 --> 00:15:11,980
this lab's only been in use
since Norman's death.
315
00:15:12,015 --> 00:15:14,916
[TRILLING] Wait. This folder
has multiple encryptions.
316
00:15:14,951 --> 00:15:16,818
"Hobgoblin"?
317
00:15:18,388 --> 00:15:21,623
No. "Harry."
318
00:15:21,658 --> 00:15:24,159
[GROANS] Guess the wrong
password too many times,
319
00:15:24,194 --> 00:15:26,761
- and the system could wipe itself.
- Affirmative.
320
00:15:26,796 --> 00:15:29,998
Someone with better knowledge
would be advisable.
321
00:15:30,033 --> 00:15:32,834
Spider-Man, perhaps?
322
00:15:32,869 --> 00:15:35,970
[SIGHS] You're right. I'm
backing up the encrypted files.
323
00:15:36,005 --> 00:15:38,673
We can decode these back at the lab.
[KEYBOARD CLACKING]
324
00:15:42,645 --> 00:15:47,682
This console is activated.
Living Brain, wait!
325
00:15:47,717 --> 00:15:50,818
Incoming:
multiple energy signatures
326
00:15:50,853 --> 00:15:52,954
in ventilation duct.
327
00:15:52,989 --> 00:15:56,291
Well, I hope Spidey got some
sleep, because now I do need help.
328
00:15:56,326 --> 00:15:58,393
Dialing... Aah!
329
00:15:58,428 --> 00:16:00,028
No!
330
00:16:00,063 --> 00:16:01,930
They are here.
331
00:16:03,199 --> 00:16:05,733
Mini Spider Slayers?
332
00:16:05,768 --> 00:16:08,770
Okay, well, guess it's just up
to you and me, L.B.
333
00:16:10,573 --> 00:16:12,740
[MILES] Living Brain,
time to divide and conquer.
334
00:16:12,775 --> 00:16:15,911
I am here for assistance.
[GRUNTS]
335
00:16:17,280 --> 00:16:18,913
[SNORING]
[PHONE VIBRATING]
336
00:16:18,948 --> 00:16:21,349
[GASPS, YELLS]
[THUD]
337
00:16:24,287 --> 00:16:25,353
[BEEPING]
338
00:16:25,388 --> 00:16:26,922
Miles!
339
00:16:31,894 --> 00:16:35,697
Aunt May, mind if I talk science
with Gwen before she goes?
340
00:16:35,732 --> 00:16:39,734
[FAKE YAWN]
Getting pretty sleepy.
341
00:16:39,769 --> 00:16:42,503
Sure thing, honey.
342
00:16:42,538 --> 00:16:44,906
And then, rest.
343
00:16:46,309 --> 00:16:47,775
I'm serious.
344
00:16:47,810 --> 00:16:49,911
We don't have a lot of time.
345
00:16:49,946 --> 00:16:53,582
Not a lot of time...
for science?
346
00:16:54,651 --> 00:16:56,718
Yeah. I can't explain.
347
00:16:56,753 --> 00:16:59,754
Can you cover for me
and keep Aunt May occupied?
348
00:16:59,789 --> 00:17:02,390
What? No way!
Do you know how much trouble...
349
00:17:02,425 --> 00:17:05,593
It's important.
Like, life-or-death important.
350
00:17:05,628 --> 00:17:08,196
Just trust me.
As a friend.
351
00:17:08,231 --> 00:17:11,566
How would I even distract her?
352
00:17:19,309 --> 00:17:22,910
[GRUNTS]
My phone!
353
00:17:22,945 --> 00:17:25,246
Whoo! The alert got sent.
354
00:17:25,281 --> 00:17:28,783
[GRUNTS] Cavalry should
be on the way, L.B.
355
00:17:28,818 --> 00:17:32,820
Estimated wait time
for subject Cavalry?
356
00:17:32,855 --> 00:17:34,356
I actually have no clue.
357
00:17:39,595 --> 00:17:41,963
Did somebody call
for a web special?
358
00:17:45,802 --> 00:17:47,669
[GRUNTS]
359
00:17:47,704 --> 00:17:48,803
No!
360
00:17:48,838 --> 00:17:50,571
Oh, man, oh, man!
361
00:17:50,606 --> 00:17:53,741
Please be okay. Please be okay!
[GROANS]
362
00:17:53,776 --> 00:17:57,145
The key to success?
It's all in the wrists.
363
00:17:58,281 --> 00:17:59,747
Wow.
[CHUCKLES]
364
00:17:59,782 --> 00:18:03,218
Thanks for showing me how to
make your famous pancakes.
365
00:18:07,690 --> 00:18:10,425
They're called "wheat cakes."
366
00:18:10,460 --> 00:18:13,628
Right.
That's what I meant.
367
00:18:15,231 --> 00:18:16,698
Aah!
368
00:18:18,501 --> 00:18:19,534
Huh?
369
00:18:19,569 --> 00:18:22,304
Rendering assistance.
370
00:18:28,177 --> 00:18:31,212
Spider Slayers remaining:
371
00:18:31,247 --> 00:18:32,780
zero.
372
00:18:32,815 --> 00:18:36,284
You're certainly...
efficient.
373
00:18:36,319 --> 00:18:39,787
Except when you're accidentally dropping
a Goblin Glider on my friend's head.
374
00:18:39,822 --> 00:18:43,458
Apologies for reckless behavior.
375
00:18:43,493 --> 00:18:44,459
[TRILLING]
376
00:18:44,494 --> 00:18:46,461
Vital signs: strong.
377
00:18:46,496 --> 00:18:48,629
Scans reveal mild contusion.
378
00:18:48,664 --> 00:18:51,232
Chance of recovery: 100%.
379
00:18:51,267 --> 00:18:53,234
Would he like a tasty beverage?
380
00:18:53,269 --> 00:18:55,903
No. We gotta
get him outta here.
381
00:18:55,938 --> 00:18:59,574
Shall we collect the Energy
Focal Device before departing?
382
00:18:59,609 --> 00:19:02,243
"Energy Focal" what now?
383
00:19:02,278 --> 00:19:06,147
Computer scans indicate
a possible clue.
384
00:19:06,182 --> 00:19:08,850
Okay.
385
00:19:08,885 --> 00:19:12,320
Guess we can take it
back to Horizon for analysis.
386
00:19:12,355 --> 00:19:14,021
Is this the clue
that you and Miles...
387
00:19:14,056 --> 00:19:16,891
[CRYING OUT]
388
00:19:16,926 --> 00:19:19,026
[GROANING]
Ha ha ha.
389
00:19:19,061 --> 00:19:21,028
Followed my bread crumbs.
390
00:19:21,063 --> 00:19:24,031
Sought out those that aimed
to destroy you.
391
00:19:24,066 --> 00:19:26,200
Well, here I am.
392
00:19:26,235 --> 00:19:28,069
[GROANS]
What?
393
00:19:28,104 --> 00:19:30,538
I don't understand.
Living Brain...
394
00:19:30,573 --> 00:19:35,376
Trapped in this shell, I've had time
to calculate a path of revenge.
395
00:19:35,411 --> 00:19:39,847
For I, Dr. Otto Octavius,
will take what is mine.
396
00:19:39,882 --> 00:19:41,849
Doc Ock?
How did you...
397
00:19:41,884 --> 00:19:44,619
During our last encounter,
398
00:19:44,654 --> 00:19:49,023
when I used the Neuro-Cortex to
expand my brain's capabilities,
399
00:19:49,058 --> 00:19:54,629
your attack forced my mind to
escape via Wi-Fi into my arms,
400
00:19:54,664 --> 00:19:57,965
downloading my consciousness.
401
00:19:58,000 --> 00:20:01,769
I survived, but was trapped
in a digital realm.
402
00:20:01,804 --> 00:20:06,741
However, with the resources afforded
me inside the Neuro-Cortex,
403
00:20:06,776 --> 00:20:10,144
I could still communicate
with the outside world.
404
00:20:10,179 --> 00:20:12,947
And that's how
I hired the Chameleon...
405
00:20:12,982 --> 00:20:18,619
all in order to keep the low-level
villains in line, and you occupied.
406
00:20:18,654 --> 00:20:20,955
Wear you down.
407
00:20:20,990 --> 00:20:24,592
I tricked those imbeciles
at Horizon
408
00:20:24,627 --> 00:20:27,762
into creating
a robotic body for me
409
00:20:27,797 --> 00:20:30,965
so I could take
more direct action.
410
00:20:31,000 --> 00:20:34,936
I followed your partner
to my associate's secret lab
411
00:20:34,971 --> 00:20:37,839
in hopes that you
would meet up with him.
412
00:20:37,874 --> 00:20:42,944
Then I led him here, to where the
final piece of my puzzle resides.
413
00:20:42,979 --> 00:20:46,447
Ha ha ha.
But again and again,
414
00:20:46,482 --> 00:20:49,183
he was too incompetent
to ask for your help,
415
00:20:49,218 --> 00:20:53,020
so I forced his hand.
416
00:20:53,055 --> 00:20:54,288
[BEEPS]
417
00:20:54,323 --> 00:20:57,158
Your bedtime stories
need serious work, Ock.
418
00:20:57,193 --> 00:20:58,733
[GRUNTS]
419
00:20:58,758 --> 00:21:00,461
There's still life in you yet.
420
00:21:00,496 --> 00:21:03,097
Good.
[GRUNTS, GROANS]
421
00:21:03,132 --> 00:21:04,490
[GRUNTS]
422
00:21:04,515 --> 00:21:05,933
Why good?
423
00:21:05,968 --> 00:21:08,469
It's nice to know
you care, though.
424
00:21:08,504 --> 00:21:13,007
What benefit would it bring me
if you were destroyed?
425
00:21:13,042 --> 00:21:16,711
After all, I'd only
be hurting myself.
426
00:21:16,746 --> 00:21:19,113
[GROANS]
What are you talking about?
427
00:21:19,148 --> 00:21:21,949
All you need to know is finally,
428
00:21:21,984 --> 00:21:26,053
my sweet revenge
is about to be complete.
429
00:21:26,088 --> 00:21:27,930
[LAUGHING]
430
00:21:29,723 --> 00:21:32,923
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431
00:21:32,973 --> 00:21:37,523
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