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1
00:00:03,897 --> 00:00:06,151
(GRUNTING)
2
00:00:06,941 --> 00:00:07,929
This is Spider One.
3
00:00:07,954 --> 00:00:09,948
What's your status,
Spider Four? Any sign?
4
00:00:09,973 --> 00:00:13,303
I am not using these stupid
code names Iron Spider made up.
5
00:00:13,358 --> 00:00:16,561
Isn't Iron Spider already a codename?
6
00:00:16,717 --> 00:00:19,894
Brooklyn's clear to the bridge.
No sign of Vulture.
7
00:00:20,008 --> 00:00:23,405
Aw, come on, the code names are sweet.
Queens is...
8
00:00:23,859 --> 00:00:25,606
pretty yummy, by the way.
9
00:00:25,642 --> 00:00:27,849
And pretty empty of Bird Boy.
10
00:00:27,883 --> 00:00:31,809
(GASPS) Oh, Spider Three, out.
11
00:00:31,918 --> 00:00:33,865
I just finally picked a superhero name,
12
00:00:33,900 --> 00:00:35,764
and now you want to use code names?
13
00:00:35,790 --> 00:00:37,458
I'm with Scarlet on this one.
14
00:00:37,532 --> 00:00:39,614
Anyway, Staten Island's clear.
15
00:00:39,639 --> 00:00:42,816
Sorry, Iron Spider. Looks like majority
voted down the code names.
16
00:00:43,183 --> 00:00:44,291
Iron Spider?
17
00:00:44,682 --> 00:00:45,669
You still with us?
18
00:00:45,792 --> 00:00:48,732
Unfortunately. Listening
to all of you babbling.
19
00:00:48,757 --> 00:00:51,064
If you aren't on board, then
I'm following my own course
20
00:00:51,089 --> 00:00:52,771
of action in finding Subject V.
21
00:00:52,796 --> 00:00:55,398
Whoa, you can't do that.
Can you do that?
22
00:00:55,552 --> 00:00:57,497
Just find Vulture's location
before Doc Ock
23
00:00:57,522 --> 00:00:59,398
can round him up for the new
Sinister Six.
24
00:00:59,434 --> 00:01:02,731
IRON SPIDER: My new scanning methods are
too complex for me to bother explaining,
25
00:01:02,770 --> 00:01:04,809
but trust me, I'll find a match.
26
00:01:10,189 --> 00:01:11,986
I'm going to finally take him down.
27
00:01:12,131 --> 00:01:13,739
Gotcha, Subject V.
28
00:01:13,765 --> 00:01:15,518
Don't move or you're dust.
29
00:01:16,016 --> 00:01:17,081
Fail.
30
00:01:17,690 --> 00:01:19,974
Looks like your scanning
methods need some work, Cho.
31
00:01:19,999 --> 00:01:22,789
Obviously I need to update
my search parameters.
32
00:01:22,790 --> 00:01:25,166
Cho, we're not out to destroy Vulture.
33
00:01:25,200 --> 00:01:26,981
We need to bring him in peacefully.
34
00:01:27,059 --> 00:01:29,095
I'm afraid you're not decisive enough,
35
00:01:29,120 --> 00:01:31,225
always giving villains
the benefit of the doubt...
36
00:01:31,250 --> 00:01:34,222
And now Subject V is still out
there, more dangerous than ever.
37
00:01:34,247 --> 00:01:37,146
Subject V? Why don't you just
call him by his real name?
38
00:01:37,949 --> 00:01:39,000
Vulture.
39
00:01:42,584 --> 00:01:44,395
Because he's a vicious creature.
40
00:01:44,420 --> 00:01:45,749
He's a person.
41
00:01:45,870 --> 00:01:47,945
It's not his fault
what Doc Ock did to him.
42
00:01:47,970 --> 00:01:50,268
Just stay here. I've got this, Cho.
43
00:01:50,301 --> 00:01:53,144
- Call me Spider Two!
- SPIDER-MAN: As if.
44
00:01:57,637 --> 00:02:00,785
Hey, buddy. Remember me?
Your friend Spidey?
45
00:02:00,810 --> 00:02:02,385
You like to try to destroy me?
46
00:02:02,458 --> 00:02:04,199
There's still a guy in there, right?
47
00:02:04,248 --> 00:02:06,706
A nice, decent guy
who just wants to let me help?
48
00:02:06,731 --> 00:02:08,078
We can get some bird seed together.
49
00:02:08,103 --> 00:02:09,823
- Maybe...
- Freeze, Subject V.
50
00:02:11,585 --> 00:02:13,672
Hey, wait. Vulture, stop. Whoa!
51
00:02:13,701 --> 00:02:16,701
I told you. He's a vicious creature!
52
00:02:16,927 --> 00:02:19,604
SPIDER-MAN: Person!
53
00:02:20,202 --> 00:02:23,399
Sync and corrections by masaca
- addic7ed.com -
54
00:02:31,516 --> 00:02:35,480
SPIDER-MAN: Whoa! Whoa! You know, I'm
perfectly okay traveling by web.
55
00:02:35,509 --> 00:02:36,444
(GRUNTING)
56
00:02:36,469 --> 00:02:39,248
Okay, I can take a hint, Vulture.
57
00:02:39,284 --> 00:02:41,133
You're not up for a conversation.
58
00:02:41,158 --> 00:02:42,366
(GRUNTING)
59
00:02:45,971 --> 00:02:48,385
I told Spider-Man, Subject
V can't be reasoned with.
60
00:02:48,937 --> 00:02:49,602
(SIGHS)
61
00:02:49,627 --> 00:02:50,318
(GRUNTING)
62
00:02:50,343 --> 00:02:53,607
Vulture. Seriously. I am
trying to help you.
63
00:02:53,642 --> 00:02:55,881
IRON SPIDER: Hang on.
I've got a target lock.
64
00:02:55,920 --> 00:02:58,017
Target lock? On who?
65
00:03:01,435 --> 00:03:01,939
SPIDER-MAN: Ah!
66
00:03:01,964 --> 00:03:03,345
(GRUNTING) Whoa!
67
00:03:04,150 --> 00:03:06,106
Whoa! Hey! Whoa!
68
00:03:06,131 --> 00:03:06,951
(SHOUTS)
69
00:03:06,976 --> 00:03:08,729
SPIDER-MAN: You were aiming
for the water, right?
70
00:03:08,768 --> 00:03:09,968
That was on purpose?
71
00:03:10,028 --> 00:03:11,934
His pattern is too erratic.
72
00:03:11,959 --> 00:03:14,597
SPIDER-MAN: Whoa! I've noticed!
73
00:03:14,622 --> 00:03:16,231
Whoa!
74
00:03:16,256 --> 00:03:19,352
Hey, Iron Spider,
did you forget about me?
75
00:03:20,865 --> 00:03:22,634
Okay, you guys are busy.
76
00:03:24,004 --> 00:03:26,307
Guess my target lock
could use some work, too.
77
00:03:26,944 --> 00:03:29,637
Get out of here, Cho.
You're not helping!
78
00:03:29,885 --> 00:03:32,990
- Stop coddling him. He's just a...
- Don't say it.
79
00:03:33,960 --> 00:03:35,878
Okay, maybe I could use some help.
80
00:03:37,940 --> 00:03:38,772
(GRUNTS)
81
00:03:41,683 --> 00:03:42,563
(GRUNTS)
82
00:03:42,968 --> 00:03:45,007
Easy, pal. Easy.
83
00:03:45,040 --> 00:03:46,778
Just settle down so we can...
84
00:03:47,125 --> 00:03:49,300
Fall to our doom!
85
00:03:49,917 --> 00:03:51,298
(SCREAMS)
86
00:03:54,342 --> 00:03:55,134
(GRUNTS)
87
00:03:56,277 --> 00:03:56,968
(GRUNTS)
88
00:03:59,266 --> 00:04:01,324
I knew I should have
brought my beach ball today.
89
00:04:04,086 --> 00:04:05,340
Hey, don't blame me.
90
00:04:05,375 --> 00:04:07,628
I didn't tell you to nose dive
into Hudson Bay.
91
00:04:09,204 --> 00:04:11,172
You know I'm not trying
to hurt you, right?
92
00:04:11,484 --> 00:04:13,276
Get away from him, you monster!
93
00:04:13,333 --> 00:04:15,270
(GRUNTS) Iron Spider! No!
94
00:04:25,383 --> 00:04:26,382
(GRUNTS)
95
00:04:28,742 --> 00:04:31,111
(GROANS) (GRUNTS)
96
00:04:34,766 --> 00:04:36,683
And there he goes.
97
00:04:36,801 --> 00:04:38,886
Remind me why I want you
on my team again?
98
00:04:39,063 --> 00:04:42,546
Spider-Man, time to change the
parameters of your leadership.
99
00:04:42,659 --> 00:04:44,815
Your inability to see villains
for what they are
100
00:04:44,851 --> 00:04:46,598
repeatedly gets us into trouble.
101
00:04:46,623 --> 00:04:48,995
They're either with us or against us.
102
00:04:49,050 --> 00:04:50,974
Not everything's
that black and white, Cho.
103
00:04:50,999 --> 00:04:54,808
Sorry I don't subscribe to your "blast
first, ask questions never" philosophy.
104
00:04:55,020 --> 00:04:59,057
Maybe you didn't notice, but I
just saved you from the monster.
105
00:04:59,103 --> 00:05:00,690
He's not a monster.
106
00:05:00,880 --> 00:05:03,343
If you remember, he almost
joined S.H.I.E.L.D. Academy.
107
00:05:03,535 --> 00:05:04,678
But he didn't.
108
00:05:04,703 --> 00:05:08,363
Monsters are like computer viruses.
You can't reason with them.
109
00:05:08,388 --> 00:05:11,508
First he's a creature. Then
he's a monster. Now he's a virus?
110
00:05:11,533 --> 00:05:14,026
He's a chaotic variable
that needs to be stopped.
111
00:05:14,051 --> 00:05:15,813
And you need to recognize that.
112
00:05:15,946 --> 00:05:18,565
You can't reduce everything
to numbers and formulas.
113
00:05:18,600 --> 00:05:19,892
This is a real person we're...
114
00:05:19,892 --> 00:05:20,923
(EXPLOSION) (GRUNTING)
115
00:05:20,978 --> 00:05:21,969
- Huh?
- Huh?
116
00:05:21,994 --> 00:05:24,847
Was that, like a cute little earthquake?
117
00:05:28,128 --> 00:05:29,163
Sand.
118
00:05:29,980 --> 00:05:31,164
It's sand.
119
00:05:31,265 --> 00:05:33,993
Yes, it is sand, Spider-Man.
120
00:05:34,018 --> 00:05:37,093
Are you sure you didn't hit your head
when you crashed into the water?
121
00:05:37,534 --> 00:05:39,897
You don't understand. We've got to...
122
00:05:42,648 --> 00:05:44,859
(GROWLING)
123
00:05:46,294 --> 00:05:47,975
It isn't just sand.
124
00:05:48,000 --> 00:05:49,442
It's the Sandman.
125
00:05:49,621 --> 00:05:51,484
(GROWLING)
126
00:05:51,964 --> 00:05:54,514
Do you think Subject V
knew Subject S was here?
127
00:05:54,553 --> 00:05:55,932
Enough with the code names.
128
00:05:55,966 --> 00:05:57,515
Vulture totally set us up.
129
00:05:57,550 --> 00:05:59,289
Tag! You're it.
130
00:05:59,324 --> 00:06:00,492
(GROANING)
131
00:06:01,244 --> 00:06:02,623
(GROWLING)
132
00:06:03,424 --> 00:06:04,423
(GRUNTS)
133
00:06:09,723 --> 00:06:10,913
How do you stop him?
134
00:06:10,937 --> 00:06:13,019
He's completely inconsistent matter.
135
00:06:13,038 --> 00:06:14,365
Spike!
136
00:06:14,505 --> 00:06:15,657
I gotcha. (GRUNTS)
137
00:06:16,304 --> 00:06:17,368
(GRUNTS)
138
00:06:20,241 --> 00:06:21,510
Playtime!
139
00:06:21,535 --> 00:06:24,122
You have a weird definition
of "playtime."
140
00:06:25,085 --> 00:06:26,125
(GRUNTS)
141
00:06:27,049 --> 00:06:28,139
Woo-hoo!
142
00:06:28,174 --> 00:06:29,329
Ha-ha!
143
00:06:30,507 --> 00:06:31,407
Ah!
144
00:06:31,432 --> 00:06:32,554
(GRUNTS)
145
00:06:32,972 --> 00:06:34,002
You're it.
146
00:06:34,027 --> 00:06:36,405
I'm it? What's wrong with you, Flint?
147
00:06:36,430 --> 00:06:37,405
Ha!
148
00:06:45,027 --> 00:06:47,615
Freeze webs. I used the
suit's coolant fluid.
149
00:06:47,650 --> 00:06:49,071
I'm a genius, remember?
150
00:06:49,111 --> 00:06:50,085
If I ever forget,
151
00:06:50,110 --> 00:06:51,972
I'm sure you'll manage to remind me.
152
00:06:51,997 --> 00:06:55,622
Okay, let's figure a way to get Sandman
back to S.H.I.E.L.D. before he thaws out.
153
00:06:55,658 --> 00:06:58,356
- He was acting kind of like...
- Like a rampaging monster?
154
00:06:58,391 --> 00:07:01,320
Yep. Sure was. Or a child.
155
00:07:01,578 --> 00:07:03,156
Which makes no sense.
156
00:07:03,465 --> 00:07:04,281
Huh?
157
00:07:04,408 --> 00:07:05,565
(CRACKLING)
158
00:07:10,604 --> 00:07:12,548
(GROWLING)
159
00:07:12,958 --> 00:07:15,534
Split into two? He
can't do that, right?
160
00:07:15,559 --> 00:07:17,435
Catch the spiders!
161
00:07:17,515 --> 00:07:20,524
No, crush the spiders!
162
00:07:20,549 --> 00:07:21,452
Woo-hoo!
163
00:07:21,477 --> 00:07:22,336
(GIGGLES)
164
00:07:22,361 --> 00:07:24,007
Apparently he can now.
165
00:07:26,346 --> 00:07:27,585
(BIRDS SQUAWKING)
166
00:07:29,182 --> 00:07:30,349
You know me, Sandman.
167
00:07:30,374 --> 00:07:32,806
I'm not one to turn down
a chance to play at the beach.
168
00:07:35,136 --> 00:07:37,396
Why won't you let me tag you?
169
00:07:37,421 --> 00:07:38,430
(GRUNTS)
170
00:07:38,689 --> 00:07:40,351
Your tags are a little intense.
171
00:07:40,376 --> 00:07:41,083
(GRUNTS)
172
00:07:44,175 --> 00:07:45,064
(GRUNTS)
173
00:07:47,689 --> 00:07:50,521
Didn't expect to be playing
"Tag, you're smashed" today.
174
00:07:51,516 --> 00:07:53,318
Where are you hiding?
175
00:07:53,446 --> 00:07:55,221
You're not being very nice.
176
00:07:55,774 --> 00:07:58,191
And this just keeps getting weirder.
177
00:07:59,483 --> 00:08:00,642
(SPIDER-MAN GRUNTS)
178
00:08:01,733 --> 00:08:04,107
Thrusters are down. Reroute power.
179
00:08:05,925 --> 00:08:07,897
Three. Two. One.
180
00:08:12,105 --> 00:08:12,930
Hey, Cho.
181
00:08:12,955 --> 00:08:14,793
You get tired of beach games, too?
182
00:08:16,355 --> 00:08:20,137
How could Subject S possibly divide
into two completely separate parts?
183
00:08:20,303 --> 00:08:21,522
No idea.
184
00:08:21,547 --> 00:08:23,068
He's never been this out of control.
185
00:08:23,106 --> 00:08:24,538
He might be sick or something.
186
00:08:24,563 --> 00:08:26,942
Quit giving the villains
the benefit of the doubt.
187
00:08:29,446 --> 00:08:31,388
Can you create an electro-static pulse?
188
00:08:31,413 --> 00:08:33,940
To temporarily disengage
the sand molecules?
189
00:08:33,965 --> 00:08:35,980
I only have the power for one blast.
190
00:08:36,004 --> 00:08:38,208
But again, there's more
than one Subject S.
191
00:08:38,233 --> 00:08:40,568
Not if I can help it.
Wait for my signal.
192
00:08:41,897 --> 00:08:43,948
Let's hide and seek. Count to ten.
193
00:08:43,982 --> 00:08:46,698
Uh-huh. One, two,
194
00:08:46,733 --> 00:08:49,793
three, four, five...
195
00:08:49,819 --> 00:08:50,818
(GROWLING)
196
00:08:54,590 --> 00:08:56,688
SPIDER-MAN: Aw, somebody needs a playmate.
197
00:08:57,245 --> 00:08:58,242
(GRUNTING)
198
00:09:01,682 --> 00:09:02,847
Iron Spider?
199
00:09:02,872 --> 00:09:05,008
This better be good, Spider-Man.
200
00:09:05,033 --> 00:09:06,564
Just watch for my signal.
201
00:09:09,508 --> 00:09:11,641
Ha! Found you!
202
00:09:11,666 --> 00:09:14,663
Oh, no, I should have picked a
better hiding place. (GROWLING)
203
00:09:16,575 --> 00:09:18,381
Crush the spider!
204
00:09:18,416 --> 00:09:20,792
Tag the spider!
205
00:09:21,175 --> 00:09:22,281
Too slow!
206
00:09:26,124 --> 00:09:27,614
Do it now, Cho! (GROWLING)
207
00:09:37,546 --> 00:09:38,719
He's only stunned.
208
00:09:38,752 --> 00:09:40,729
Now maybe we can figure out
what's wrong with him.
209
00:09:40,754 --> 00:09:42,275
- He needs help.
- Help?
210
00:09:42,300 --> 00:09:45,058
What part of "He's a bad
guy" are you not getting?
211
00:09:49,057 --> 00:09:51,265
That was a quick recovery, even for him.
212
00:09:51,300 --> 00:09:52,943
All four hims.
213
00:09:54,670 --> 00:09:57,136
Whoa. Talk about split-personality.
214
00:09:57,608 --> 00:09:58,607
(GROWLING)
215
00:10:01,124 --> 00:10:03,639
Oh, this is disconcerting.
216
00:10:03,675 --> 00:10:07,180
It all makes sense to me.
217
00:10:07,657 --> 00:10:08,740
Ah!
218
00:10:09,305 --> 00:10:12,059
If only I could think of some
quip about "getting the point."
219
00:10:12,084 --> 00:10:13,083
(GROWLING)
220
00:10:15,207 --> 00:10:15,926
(GRUNTS)
221
00:10:15,951 --> 00:10:17,649
I hate sharp objects.
222
00:10:17,769 --> 00:10:18,656
(EXCLAIMS)
223
00:10:18,691 --> 00:10:19,690
(GROWLING)
224
00:10:21,513 --> 00:10:22,771
They won't stop.
225
00:10:22,796 --> 00:10:24,901
How have you destroyed
this virus before?
226
00:10:24,926 --> 00:10:27,393
This virus has a name. Flint Marko.
227
00:10:27,464 --> 00:10:29,260
But all these Sandmen are one-note.
228
00:10:29,285 --> 00:10:31,728
It's like they're facets
of the real Flint.
229
00:10:32,195 --> 00:10:34,026
- So where's the...
- Sandman Prime?
230
00:10:34,051 --> 00:10:36,244
We take down the Prime,
we take them all down.
231
00:10:36,262 --> 00:10:37,246
(GRUNTS)
232
00:10:39,259 --> 00:10:40,327
Ouch.
233
00:10:46,378 --> 00:10:47,485
That's peculiar.
234
00:10:47,510 --> 00:10:49,800
Lighthouses usually
aren't lead reinforced.
235
00:10:53,623 --> 00:10:55,737
Iron Spider, what are you doing?
236
00:10:55,843 --> 00:10:56,986
Whoa!
237
00:10:57,706 --> 00:10:58,545
(GRUNTS)
238
00:10:58,682 --> 00:11:00,825
This just keeps getting better.
239
00:11:08,049 --> 00:11:10,239
Spider-Man, this lighthouse?
240
00:11:10,491 --> 00:11:12,115
It's not a lighthouse.
241
00:11:19,475 --> 00:11:22,163
It's taking me down
to some kind of hidden base.
242
00:11:22,567 --> 00:11:23,906
SPIDER-MAN:
Don't go down there alone.
243
00:11:23,940 --> 00:11:26,534
I think there's more going
on here than we realize.
244
00:11:27,562 --> 00:11:29,275
(GROWLING)
245
00:11:29,830 --> 00:11:30,547
(GRUNTS)
246
00:11:30,572 --> 00:11:32,285
I know exactly what's going on.
247
00:11:32,310 --> 00:11:34,946
Sandman Prime's controlling
the attack from down here.
248
00:11:34,965 --> 00:11:36,738
And I'm going to decisively end it.
249
00:11:36,763 --> 00:11:38,801
I don't think Sandman's
in control of anything.
250
00:11:40,563 --> 00:11:42,574
(GRUNTING)
251
00:11:47,091 --> 00:11:49,240
(SCREAMS)
252
00:11:54,522 --> 00:11:56,998
I knew it. Evil secret base.
253
00:11:57,306 --> 00:11:58,282
Ahhh!
254
00:12:00,316 --> 00:12:03,712
Iron Spider, do not go into the base
alone. Do you hear me?
255
00:12:03,737 --> 00:12:06,271
(ALL GROWLING)
256
00:12:06,296 --> 00:12:09,086
Hey, I know something
none of you guys'll like.
257
00:12:09,111 --> 00:12:10,226
(GURGLING)
258
00:12:13,094 --> 00:12:16,742
Water webs! Now your name's mud!
(GROWLING) Comedy gold.
259
00:12:16,767 --> 00:12:18,599
SPIDER-MAN: Iron Spider? Come in.
260
00:12:18,624 --> 00:12:20,756
I hear you. Just not listening.
261
00:12:20,781 --> 00:12:23,669
Because as expected, I am right.
262
00:12:29,802 --> 00:12:31,103
Subject S,
263
00:12:31,128 --> 00:12:33,795
your control over your Sandmen
is brilliant,
264
00:12:36,131 --> 00:12:39,008
but your evil has to come to an end.
265
00:12:43,518 --> 00:12:44,579
Help me.
266
00:12:45,699 --> 00:12:46,530
Huh?
267
00:12:46,971 --> 00:12:48,206
(THUD) Ahhh!
268
00:12:48,273 --> 00:12:49,272
(GROWLING)
269
00:12:49,958 --> 00:12:51,794
Iron Spider, come in!
270
00:12:58,358 --> 00:12:59,503
You came back?
271
00:12:59,824 --> 00:13:01,332
I didn't think you'd
actually listen to me.
272
00:13:01,886 --> 00:13:03,576
Cho, what are you doing?
273
00:13:04,970 --> 00:13:07,164
Don't shoot! We're friends here.
274
00:13:09,308 --> 00:13:13,254
Seriously... Iron Spider.
This is totally out of hand.
275
00:13:13,279 --> 00:13:14,807
I... I know I've been
on your case today,
276
00:13:14,832 --> 00:13:16,524
but that's no reason to act like this.
277
00:13:17,198 --> 00:13:18,897
(GROWLS)
278
00:13:18,932 --> 00:13:20,381
Oh, should have seen that coming.
279
00:13:20,416 --> 00:13:21,415
(GROWLING)
280
00:13:25,143 --> 00:13:26,746
(GRUNTING)
281
00:13:27,934 --> 00:13:31,155
(LAUGHING)
282
00:13:31,767 --> 00:13:35,362
Don't bother, young man. You
are nothing without your armor.
283
00:13:35,387 --> 00:13:37,611
And soon you will be nothing at all.
284
00:13:37,912 --> 00:13:38,984
No.
285
00:13:39,850 --> 00:13:41,691
No!
286
00:13:45,500 --> 00:13:46,739
(GRUNTS)
287
00:13:48,066 --> 00:13:49,862
Enjoy your time together.
288
00:13:49,887 --> 00:13:54,508
After I witness Spider-Man's final
moments, I will be back to play with you.
289
00:13:55,905 --> 00:13:59,250
I'll show you who's nothing, Doc Ock.
You sub-intellect.
290
00:13:59,298 --> 00:14:00,942
Waste of time, kid.
291
00:14:01,423 --> 00:14:03,397
He's had me down here for weeks.
292
00:14:03,983 --> 00:14:06,248
Even in my sand form,
I can't find a way out.
293
00:14:06,917 --> 00:14:10,199
- Hands off, monster.
- Okay, okay. I get it.
294
00:14:10,683 --> 00:14:14,161
After all the stuff these mad scientist
types have had me pull over the years,
295
00:14:14,212 --> 00:14:16,330
I wouldn't wanna get
too close to me either.
296
00:14:17,446 --> 00:14:18,409
No.
297
00:14:18,945 --> 00:14:21,731
I'm... I'm just stressed
from, well...
298
00:14:22,013 --> 00:14:24,226
You, upstairs.
299
00:14:24,837 --> 00:14:26,941
It'll get worse
when Octavius gets back.
300
00:14:27,358 --> 00:14:30,602
That's when he starts experimenting.
On us.
301
00:14:30,627 --> 00:14:32,820
I'm not some freak like you.
302
00:14:33,107 --> 00:14:35,158
Ock doesn't see it that way.
303
00:14:35,343 --> 00:14:37,219
You're either with him or against him.
304
00:14:39,866 --> 00:14:41,977
(GRUNTS) (GROWLS)
305
00:14:44,536 --> 00:14:46,372
No way this could get any worse.
306
00:14:48,140 --> 00:14:49,484
(SCREECH) (GRUNTS)
307
00:14:51,399 --> 00:14:53,241
Well, I guess there is one way.
308
00:14:53,589 --> 00:14:55,754
You never struck me as
the beach type, Doc Ock.
309
00:14:55,868 --> 00:14:57,326
Do you own a pair of board shorts?
310
00:14:57,350 --> 00:15:00,942
Spider-Man, crawling right into my net.
311
00:15:00,967 --> 00:15:02,772
I lead a charmed life.
312
00:15:02,798 --> 00:15:03,912
What's the matter, Otto?
313
00:15:04,010 --> 00:15:06,225
Another Sinister Six
wasn't enough to beat me?
314
00:15:06,250 --> 00:15:07,684
You need a whole army now?
315
00:15:07,709 --> 00:15:09,693
(CACKLING)
316
00:15:09,802 --> 00:15:13,081
This is not an army,
you insipid arachnid.
317
00:15:13,116 --> 00:15:15,271
I'm building the perfect team.
318
00:15:15,296 --> 00:15:18,531
One of these copies
will be the Ultimate Sandman
319
00:15:18,556 --> 00:15:20,744
for my Ultimate Sinister Six.
320
00:15:20,769 --> 00:15:22,105
That's what I love about you.
321
00:15:22,129 --> 00:15:25,792
Just when I think you've maxed
out the crazy, you crank it up to eleven.
322
00:15:25,818 --> 00:15:27,709
Could a crazy man have invented
323
00:15:27,734 --> 00:15:30,338
not only the means of creating
these splinter Sandmen,
324
00:15:30,363 --> 00:15:32,528
but also the means of controlling them?
325
00:15:35,157 --> 00:15:36,613
(GROWLING)
326
00:15:37,395 --> 00:15:40,681
I'm gonna go with, "Yep, that's
exactly what a crazy man would do,"
327
00:15:40,716 --> 00:15:42,604
try to manipulate Sandman.
328
00:15:43,157 --> 00:15:44,695
Destroy him!
329
00:15:44,721 --> 00:15:47,195
(GROWLING) (GROWLING)
330
00:15:47,264 --> 00:15:49,529
Only you could make the beach not fun.
331
00:15:52,792 --> 00:15:54,370
(GRUNTING)
332
00:15:54,395 --> 00:15:56,926
I was so certain you were
controlling this whole thing.
333
00:15:57,408 --> 00:15:59,464
Spider-Man was right after all.
334
00:15:59,499 --> 00:16:03,687
Maybe if we work together, we can
come up with a way out of here.
335
00:16:03,712 --> 00:16:06,994
You're still a villain, Subject S.
I don't work with villains.
336
00:16:07,019 --> 00:16:09,720
Look. I've done some bad stuff.
337
00:16:10,070 --> 00:16:11,780
I have no one to blame but myself.
338
00:16:11,806 --> 00:16:13,721
But I am no villain.
339
00:16:14,224 --> 00:16:18,222
People always just, y'know,
use me for what I can do.
340
00:16:18,629 --> 00:16:20,275
They don't see past your powers?
341
00:16:20,300 --> 00:16:22,709
Right. I'm... I'm...
I'm not a person to them.
342
00:16:23,140 --> 00:16:26,179
Yeah, everybody I meet just
wants me to do brain tricks.
343
00:16:26,204 --> 00:16:28,322
"Solve this impossible
equation, Cho."
344
00:16:28,347 --> 00:16:30,756
"Calculate the Watcher's
body mass, Cho."
345
00:16:30,781 --> 00:16:31,496
(SIGHS)
346
00:16:31,521 --> 00:16:34,888
Nobody ever wants to just hang
out or go bowling or something.
347
00:16:35,461 --> 00:16:36,055
(SIGHS)
348
00:16:36,080 --> 00:16:37,531
I've never gone bowling.
349
00:16:38,107 --> 00:16:39,106
(RUMBLING)
350
00:16:41,047 --> 00:16:42,225
SPIDER-MAN: I see you guys have met.
351
00:16:42,250 --> 00:16:44,096
I love when my friends get along.
352
00:16:46,405 --> 00:16:48,606
So much for taking Sandman
down your way, huh?
353
00:16:48,631 --> 00:16:50,935
I've learned my lesson.
Now get us out.
354
00:16:53,134 --> 00:16:55,979
Okay, getting you
out just got a little harder.
355
00:16:58,764 --> 00:16:59,537
(GRUNTS)
356
00:16:59,562 --> 00:17:00,681
Yah!
357
00:17:01,595 --> 00:17:06,358
None of you are leaving here alive.
Destroy them! Destroy them all!
358
00:17:06,502 --> 00:17:08,640
You are a terrible host, Ock.
359
00:17:11,759 --> 00:17:12,823
(GRUNTS)
360
00:17:13,383 --> 00:17:16,222
I hate when I visit
someone in their secret lab...
361
00:17:16,396 --> 00:17:17,681
(SHOUTS)
362
00:17:18,235 --> 00:17:20,099
and they don't even offer you snacks.
363
00:17:20,124 --> 00:17:20,898
(GRUNTS)
364
00:17:21,843 --> 00:17:25,148
They just cut straight to trying
to destroy you with sand creatures.
365
00:17:25,696 --> 00:17:27,146
(GROWLING)
366
00:17:28,884 --> 00:17:29,713
(GRUNTS)
367
00:17:33,800 --> 00:17:35,918
Cho, some help, please?
368
00:17:35,943 --> 00:17:37,469
There's no way out of here.
369
00:17:44,748 --> 00:17:45,385
Ahhh!
370
00:17:45,652 --> 00:17:47,311
You're a genius, remember?
371
00:17:47,336 --> 00:17:49,887
And you've got a man who can
change into any possible shape.
372
00:17:49,936 --> 00:17:50,539
(GRUNTS)
373
00:17:50,564 --> 00:17:52,051
You can do this.
374
00:17:54,145 --> 00:17:56,268
Whoa! The lock is sonically induced,
375
00:17:56,293 --> 00:17:58,555
which means the right resonant
frequency could...
376
00:17:58,813 --> 00:18:01,056
Flint, how much can you stretch?
377
00:18:02,095 --> 00:18:03,926
(GROWLING)
378
00:18:07,612 --> 00:18:11,564
I was assembling my new Sinister
Six to bring you down, Spider-Man,
379
00:18:11,589 --> 00:18:14,862
but thanks to my sand army,
I may not need them.
380
00:18:15,426 --> 00:18:16,685
(WHOOSHING)
381
00:18:21,540 --> 00:18:25,638
Now, why am I doing this?
382
00:18:25,663 --> 00:18:28,899
Because the second you vibrate this
cell at the right frequency...
383
00:18:29,063 --> 00:18:30,839
(CLANKING)
384
00:18:30,873 --> 00:18:33,143
that happens. Time to go.
385
00:18:35,198 --> 00:18:36,017
Huh?
386
00:18:39,159 --> 00:18:40,768
(ROARS)
387
00:18:43,816 --> 00:18:45,100
You worked together?
388
00:18:45,125 --> 00:18:47,053
Aww, that would warm my heart...
389
00:18:48,152 --> 00:18:49,813
if we weren't about to be destroyed.
390
00:18:49,837 --> 00:18:50,836
(GROWLING)
391
00:18:53,179 --> 00:18:56,302
Hey, Flint! Little help
with your, uh, self?
392
00:18:56,327 --> 00:18:57,871
Well, I can't control them.
393
00:18:57,896 --> 00:19:00,097
Not as long as Octavius has that thing.
394
00:19:01,251 --> 00:19:03,992
Remote access.
That's how he's deploying them.
395
00:19:04,017 --> 00:19:05,430
Then I know what to do.
396
00:19:05,540 --> 00:19:07,399
You're not the only genius on the team.
397
00:19:08,672 --> 00:19:10,398
(BOTH GRUNT)
398
00:19:13,433 --> 00:19:15,842
One electromagnetic pulse coming up.
399
00:19:17,441 --> 00:19:18,440
(GROWLING)
400
00:19:22,383 --> 00:19:25,638
No. No, you can't. Ahhh!
401
00:19:25,663 --> 00:19:27,306
(GROWLING)
402
00:19:27,691 --> 00:19:28,894
SPIDER-MAN: Just did.
403
00:19:31,700 --> 00:19:34,274
Flint. Protect Cho. I'll get Otto.
404
00:19:34,299 --> 00:19:36,064
You'll get nothing!
405
00:19:36,153 --> 00:19:39,110
Activate Self-destruct
Sequence Octavius Alpha.
406
00:19:39,602 --> 00:19:40,482
(GRUNTS)
407
00:19:43,107 --> 00:19:44,106
(RUMBLING)
408
00:19:45,589 --> 00:19:47,266
The whole lab is coming down!
409
00:19:47,624 --> 00:19:49,578
Sick of this place anyway.
410
00:20:02,332 --> 00:20:03,675
Whew, we made it.
411
00:20:03,700 --> 00:20:06,190
That day at the beach
was no day at the beach.
412
00:20:08,985 --> 00:20:11,186
It's so hard to get sand
out of your suit.
413
00:20:12,347 --> 00:20:14,024
Ah, much better.
414
00:20:14,159 --> 00:20:15,367
That's how I feel.
415
00:20:15,618 --> 00:20:19,323
I've never been more in control
of my powers. I feel almost...
416
00:20:19,348 --> 00:20:21,045
- Normal?
- So stick around.
417
00:20:21,070 --> 00:20:22,942
We could make space for you
at S.H.I.E.L.D. Academy.
418
00:20:22,967 --> 00:20:26,126
Thanks, but I'm not ready
for group activities...
419
00:20:26,293 --> 00:20:27,156
yet.
420
00:20:27,624 --> 00:20:29,395
I think I just need some alone time.
421
00:20:29,420 --> 00:20:31,906
Well, if that's what you want,
I know just the spot.
422
00:20:31,974 --> 00:20:33,979
(GULL SHRIEKING)
423
00:20:34,004 --> 00:20:35,982
SPIDER-MAN: I always said
this place needed a beach.
424
00:20:36,188 --> 00:20:37,936
And nobody'll bug you here.
425
00:20:41,300 --> 00:20:44,990
Yeah, I think this looks like a place
I can really stretch out.
426
00:20:45,233 --> 00:20:46,947
(HISSING)
427
00:20:50,932 --> 00:20:53,786
And whenever you're ready, S.H.I.E.L.D.
Academy is right next door.
428
00:20:53,811 --> 00:20:56,116
I'll admit, you were right,
Spider-Man.
429
00:20:56,140 --> 00:20:58,789
Sometimes things aren't
as binary as I think they are.
430
00:20:59,067 --> 00:21:01,143
And not all bad guys are monsters.
431
00:21:01,168 --> 00:21:02,819
But I think you're right about Vulture.
432
00:21:02,976 --> 00:21:05,504
I played it soft, and he
dropped us right in Ock's lap.
433
00:21:05,529 --> 00:21:06,570
Or did he?
434
00:21:06,595 --> 00:21:09,141
Octavius was rather surprised to see us.
435
00:21:09,346 --> 00:21:11,694
You think Vulture
took us there to save Sandman?
436
00:21:12,256 --> 00:21:13,284
Like, on purpose?
437
00:21:13,309 --> 00:21:14,831
You did tell him you wanted to help.
438
00:21:14,967 --> 00:21:17,102
And he led us to someone
who really needed it.
439
00:21:17,136 --> 00:21:19,316
If there really is still
a person inside Vulture,
440
00:21:19,590 --> 00:21:21,397
we might have a shot
at stopping Ock's new team
441
00:21:21,422 --> 00:21:23,938
before he even gets started.
Let's get to work.
442
00:21:23,963 --> 00:21:25,710
Any chance you want
to go bowling first?
443
00:21:25,735 --> 00:21:27,780
Bowling? Are you okay, Cho?
444
00:21:27,790 --> 00:21:30,273
I'm expanding my parameters.
445
00:21:30,298 --> 00:21:31,966
Bowling it is, Spider Two.
446
00:21:33,227 --> 00:21:36,865
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447
00:21:36,915 --> 00:21:41,465
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