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1
00:00:01,031 --> 00:00:02,568
My name is Peter Parker.
2
00:00:02,966 --> 00:00:04,799
I used to be Spider-Man.
3
00:00:04,835 --> 00:00:07,369
I busted bad guys.
I trained with S.H.I.E.L.D.
4
00:00:07,404 --> 00:00:09,404
I teamed up with the Avengers.
5
00:00:09,439 --> 00:00:11,406
I even saved the world
a few times.
6
00:00:11,441 --> 00:00:12,674
That's all over now.
7
00:00:12,709 --> 00:00:15,310
I accidentally led
the world's greatest heroes
8
00:00:15,345 --> 00:00:18,413
right into a trap by Doc Ock
and his Superior Sinister Six.
9
00:00:18,448 --> 00:00:20,515
Then Ock threatened
my Aunt May's life,
10
00:00:20,550 --> 00:00:23,318
forcing me to take a serum
that drained my super powers.
11
00:00:23,353 --> 00:00:26,488
With great power comes
great responsibility,
12
00:00:26,523 --> 00:00:28,423
and the responsible
thing to do...
13
00:00:28,458 --> 00:00:30,358
Was to stop being Spider-Man.
14
00:00:30,394 --> 00:00:32,327
You got what you wanted, Ock.
15
00:00:32,362 --> 00:00:33,628
I don't have
my powers anymore.
16
00:00:33,664 --> 00:00:35,597
Yes, but I don't know
if you comprehend
17
00:00:35,632 --> 00:00:37,632
the extent of my victory.
(SCREAMS)
18
00:00:39,603 --> 00:00:42,504
DR. OCTOPUS: Take a closer
view of your handiwork.
19
00:00:42,539 --> 00:00:43,571
Look at them.
20
00:00:43,607 --> 00:00:46,341
The heroes at my mercy.
21
00:00:46,376 --> 00:00:50,378
And as they make valiant but
futile attempts to gain freedom,
22
00:00:50,414 --> 00:00:54,382
know that this
is all your fault.
23
00:00:54,418 --> 00:00:56,484
I am certain
they now regret
24
00:00:56,520 --> 00:00:59,354
never respecting
my true genius.
25
00:00:59,389 --> 00:01:01,690
But since that impenetrable
hard light shell
26
00:01:01,725 --> 00:01:03,625
is collapsing in on them,
27
00:01:03,660 --> 00:01:07,295
they will not have time
to regret it for long.
28
00:01:07,330 --> 00:01:10,398
Where are your
groan-worthy jokes now?
29
00:01:10,434 --> 00:01:13,401
You do not care to quip
as your friends are crushed?
30
00:01:13,437 --> 00:01:14,703
I have nothing to say to you, Ock.
31
00:01:14,738 --> 00:01:17,539
Nor would I care
to listen if you did.
32
00:01:17,574 --> 00:01:20,475
For without powers,
Peter Parker,
33
00:01:20,510 --> 00:01:23,511
you are nothing.
34
00:01:23,547 --> 00:01:25,380
(LAUGHS)
35
00:01:25,415 --> 00:01:26,748
(GRUNTING)
36
00:01:28,185 --> 00:01:30,814
Sync and corrections by masaca
- addic7ed.com -
37
00:01:40,831 --> 00:01:45,834
Even you cannot deny the brilliance
of this plan which I have set in motion.
38
00:01:45,869 --> 00:01:47,836
You think you're the first
person to bully me, Ock?
39
00:01:47,871 --> 00:01:50,138
Bully? How dare you!
40
00:01:50,173 --> 00:01:52,173
It is I who have been bullied,
41
00:01:52,209 --> 00:01:56,044
pushed around by those unable
to appreciate my genius.
42
00:01:56,079 --> 00:01:58,013
(GRUNTING)
But I have now proven myself
43
00:01:58,048 --> 00:02:00,715
to be the greatest
mind in the world!
44
00:02:00,751 --> 00:02:03,018
Stop!
What are you doing to him?
45
00:02:03,053 --> 00:02:07,122
My dear lady, I'm not going
to do anything to your nephew.
46
00:02:07,157 --> 00:02:10,759
Or else he would already be
under that dome. (YELLS)
47
00:02:10,994 --> 00:02:12,160
(GROANS)
48
00:02:12,195 --> 00:02:15,764
I have already destroyed
Spider-Man.
49
00:02:15,799 --> 00:02:19,100
Who cares what happens
to Peter Parker?
50
00:02:19,136 --> 00:02:21,770
You once brought down
the Sinister Six
51
00:02:21,805 --> 00:02:23,905
almost entirely by yourself.
52
00:02:23,941 --> 00:02:26,648
But do you know what's going
to defeat you now?
53
00:02:27,811 --> 00:02:29,878
A locked door.
54
00:02:29,913 --> 00:02:31,046
(LAUGHS)
55
00:02:31,982 --> 00:02:33,949
(GRUNTS)
56
00:02:35,852 --> 00:02:37,185
Oh, Ock's right.
57
00:02:37,220 --> 00:02:39,788
Without my spider strength,
I'm useless.
58
00:02:39,856 --> 00:02:42,090
I've doomed my friends,
and it's all my fault.
59
00:02:42,125 --> 00:02:44,192
I was never cut out
to be a hero.
60
00:02:44,227 --> 00:02:46,795
Some graduation day
this turned out to be.
61
00:02:46,830 --> 00:02:48,096
Speaking of graduation...
62
00:02:50,133 --> 00:02:51,166
Now's not the time.
63
00:02:51,201 --> 00:02:53,768
Just open it.
For me.
64
00:02:56,873 --> 00:02:58,840
My original web shooters?
Mmm-hmm.
65
00:02:58,875 --> 00:03:00,041
It took me months
to clean them up,
66
00:03:00,077 --> 00:03:01,843
but they're in
perfect condition.
67
00:03:01,878 --> 00:03:03,845
Sure, they don't do
all the fancy stuff
68
00:03:03,880 --> 00:03:05,180
your S.H.I.E.L.D.
web shooters do,
69
00:03:05,215 --> 00:03:07,315
but in a way,
they're much better.
70
00:03:07,350 --> 00:03:08,349
How's that?
71
00:03:08,385 --> 00:03:11,544
Because you made them,
Peter. Alone.
72
00:03:11,755 --> 00:03:13,088
You didn't get
your intelligence,
73
00:03:13,123 --> 00:03:15,023
your imagination,
or your strength of will
74
00:03:15,058 --> 00:03:17,158
from a radioactive
spider bite.
75
00:03:19,930 --> 00:03:21,129
I forgot how good
these felt.
76
00:03:21,164 --> 00:03:23,765
Long before you were
the Ultimate Spider-Man,
77
00:03:23,800 --> 00:03:25,834
you were the ultimate
Peter Parker.
78
00:03:25,869 --> 00:03:27,035
Hold on.
79
00:03:30,941 --> 00:03:32,841
Maybe there's another way.
80
00:03:32,876 --> 00:03:35,506
I know that look.
You just got an idea.
81
00:03:35,507 --> 00:03:37,078
Possibly. Oscorp.
82
00:03:37,114 --> 00:03:39,848
I didn't see Norman down
at the graduation, he...
83
00:03:39,883 --> 00:03:43,084
He must still be in his lab. If
I could get there, he could help me.
84
00:03:43,120 --> 00:03:45,854
- Oh, but I...
- I don't want to hear excuses.
85
00:03:45,889 --> 00:03:48,890
Peter Parker doesn't need
spider powers to be a hero.
86
00:03:50,127 --> 00:03:55,063
Even without great power,
there's still great responsibility.
87
00:03:55,098 --> 00:03:56,831
Thanks, Aunt May.
88
00:03:56,867 --> 00:04:00,755
Now go save them, Peter.
They need Spider-Man.
89
00:04:00,837 --> 00:04:02,395
Yes, ma'am!
90
00:04:11,048 --> 00:04:14,983
No wall-sticking, no spider
strength, no problem. (CHUCKLES)
91
00:04:15,018 --> 00:04:16,816
Window washers do this all the...
92
00:04:16,851 --> 00:04:17,691
Whoa!
93
00:04:17,791 --> 00:04:18,791
(SCREAMS)
94
00:04:19,222 --> 00:04:20,722
(GRUNTS)
95
00:04:22,059 --> 00:04:24,538
Just a hiccup.
You can do this.
96
00:04:24,828 --> 00:04:26,728
(GRUNTS)
97
00:04:33,904 --> 00:04:35,937
Perfect. The armory.
98
00:04:37,608 --> 00:04:40,098
I'm sure I remember
how to use this jetpack...
99
00:04:40,099 --> 00:04:41,810
Oh, whoa!
100
00:04:41,845 --> 00:04:43,178
Not bad, I'm doing just...
(GRUNTS)
101
00:04:43,213 --> 00:04:45,780
(YELLS)
102
00:04:46,938 --> 00:04:48,457
Whoa! Vulture?
103
00:04:48,458 --> 00:04:50,451
How does anyone survive
without spider-sense?
104
00:04:50,487 --> 00:04:51,452
(SCREECHES)
105
00:04:52,622 --> 00:04:53,954
(YELLS)
106
00:04:53,955 --> 00:04:54,950
(GROANS)
107
00:04:55,041 --> 00:04:56,993
No spider reflexes either.
108
00:04:57,027 --> 00:04:59,027
I am not gonna
get used to this.
109
00:04:59,062 --> 00:05:00,261
(SCREECHES)
(GROANS)
110
00:05:07,904 --> 00:05:10,939
Vulture! Buddy... I know
you're still in there.
111
00:05:10,974 --> 00:05:13,208
I promised to find a cure
for what Ock's done to you.
112
00:05:13,243 --> 00:05:15,043
I haven't forgotten
about that.
113
00:05:15,078 --> 00:05:16,211
But for now...
114
00:05:19,182 --> 00:05:20,949
You gotta hang tight!
115
00:05:20,984 --> 00:05:22,217
(SCREECHES)
116
00:05:31,962 --> 00:05:32,961
Sorry!
117
00:05:32,996 --> 00:05:34,028
Whoa!
118
00:05:34,064 --> 00:05:35,830
(CRASHES)
119
00:05:35,866 --> 00:05:38,867
Boy, that landing
was total garbage.
120
00:05:38,902 --> 00:05:40,969
Well, at least I still have
my power to quip.
121
00:05:41,004 --> 00:05:42,855
Oscorp! Yes!
122
00:05:45,909 --> 00:05:48,843
DR. OCTOPUS: Warriors. Magicians.
123
00:05:48,879 --> 00:05:50,945
Asgardians.
124
00:05:50,981 --> 00:05:54,215
Ha! All of you are
nothing before me!
125
00:05:54,251 --> 00:05:55,917
Huh?
126
00:05:58,154 --> 00:06:00,788
No! He should be here!
127
00:06:00,824 --> 00:06:02,056
Follow me, Sinister Six.
128
00:06:02,092 --> 00:06:04,826
Doctor Octopus needs
to make a house call!
129
00:06:08,865 --> 00:06:10,899
- Norman.
- Spider-Man.
130
00:06:10,934 --> 00:06:13,968
I was on the way to your ceremony.
Is everything okay?
131
00:06:14,004 --> 00:06:17,138
Ock took away my powers and I
need your help to get them back.
132
00:06:17,173 --> 00:06:18,506
You have all his research.
133
00:06:18,541 --> 00:06:20,042
He's been studying
me for years.
134
00:06:20,043 --> 00:06:22,944
But Ock's never been able
to replicate you.
135
00:06:22,979 --> 00:06:25,813
Yeah, but maybe
together, we can.
136
00:06:25,849 --> 00:06:28,016
Either way,
we don't have much time.
137
00:06:28,051 --> 00:06:31,953
For such a maniac, Ock certainly
kept an organized lab.
138
00:06:31,988 --> 00:06:34,415
We'll to need to process
a sample of your DNA.
139
00:06:34,416 --> 00:06:37,201
DNA? In that case...
140
00:06:37,227 --> 00:06:39,160
There's something
I need to tell you.
141
00:06:39,195 --> 00:06:40,361
I already know, Peter.
142
00:06:40,396 --> 00:06:43,064
- What?
- I recovered my memories.
143
00:06:43,099 --> 00:06:45,199
After everything
I did as Goblin,
144
00:06:45,235 --> 00:06:48,202
you were always a friend
to Harry, to my family.
145
00:06:48,238 --> 00:06:50,371
Respecting the privacy
of your identity
146
00:06:50,406 --> 00:06:54,208
was my way of trying to
reciprocate that friendship.
147
00:06:54,244 --> 00:06:56,077
Wow. Thanks, Norman.
148
00:06:57,213 --> 00:06:58,312
Huh?
149
00:07:06,189 --> 00:07:07,063
Whoa!
150
00:07:07,064 --> 00:07:09,824
This must be where Ock harvested
the DNA for his experiments.
151
00:07:10,360 --> 00:07:12,126
No wonder he hid it.
152
00:07:13,496 --> 00:07:16,430
NORMAN: No...
It couldn't be!
153
00:07:16,466 --> 00:07:18,232
It was under my nose
all along.
154
00:07:18,268 --> 00:07:20,368
Peter, this is the spider.
155
00:07:20,403 --> 00:07:23,237
- What spider?
- The spider!
156
00:07:23,273 --> 00:07:26,107
The original radioactive
arachnid that bit you.
157
00:07:26,142 --> 00:07:27,575
Ock must have recovered it.
158
00:07:27,610 --> 00:07:31,212
Clearly, its radiological exposure
lengthened its telomeric structure,
159
00:07:31,247 --> 00:07:33,347
granting it a longer life.
160
00:07:33,383 --> 00:07:36,150
Another bite should
give you your powers back.
161
00:07:38,521 --> 00:07:41,222
Yeah, just pretend
I'm a nice juicy fly and...
162
00:07:41,257 --> 00:07:42,490
Ouch!
163
00:07:42,525 --> 00:07:45,293
You didn't have to
pretend that hard!
164
00:07:45,328 --> 00:07:49,363
Wait... Do I feel
something happening?
165
00:07:49,399 --> 00:07:52,433
With your history, your powers
should return immediately...
166
00:07:52,468 --> 00:07:54,368
(GRUNTS)
167
00:07:58,474 --> 00:08:00,341
Norman, old friend.
168
00:08:00,376 --> 00:08:02,792
I was hoping you'd be
at the graduation,
169
00:08:02,793 --> 00:08:04,368
but this is better.
170
00:08:04,414 --> 00:08:08,216
Now I can handle
your destruction personally.
171
00:08:08,251 --> 00:08:10,351
(GROANS)
172
00:08:12,255 --> 00:08:13,321
Spider-Man?
173
00:08:14,157 --> 00:08:16,190
My team, attack.
174
00:08:17,160 --> 00:08:18,893
(GRUNTS)
(GROWLS)
175
00:08:18,928 --> 00:08:21,568
Hate to be the bearer
of great news, for me,
176
00:08:21,569 --> 00:08:23,397
but your game ends now, Ock!
177
00:08:23,433 --> 00:08:24,433
(GROANS)
178
00:08:24,434 --> 00:08:26,101
Ow.
179
00:08:26,102 --> 00:08:28,402
You were saying, Parker?
180
00:08:28,438 --> 00:08:29,355
(GROANS)
181
00:08:29,380 --> 00:08:32,130
My powers.
It didn't work!
182
00:08:35,278 --> 00:08:37,244
SPIDER-MAN: My powers aren't back!
183
00:08:37,546 --> 00:08:39,280
Run!
184
00:08:39,315 --> 00:08:40,281
(GRUNTS)
(YELLS)
185
00:08:43,185 --> 00:08:44,318
(RHINO GRUNTS)
186
00:08:46,389 --> 00:08:47,488
(STRUGGLING)
187
00:08:55,264 --> 00:08:58,132
COMPUTERIZED VOICE: Accessing
subterranean laboratory nine.
188
00:08:58,167 --> 00:09:00,200
SPIDER-MAN: So, beneath
your secret lab
189
00:09:00,236 --> 00:09:02,336
you have another,
super-secret lab?
190
00:09:02,371 --> 00:09:04,471
I'm Norman Osborn.
I have many labs
191
00:09:04,507 --> 00:09:08,509
shrouded in various
levels of secrecy.
192
00:09:08,544 --> 00:09:11,115
This place won't keep the
Sinister Six out for long.
193
00:09:11,116 --> 00:09:12,246
We have to hurry.
194
00:09:12,281 --> 00:09:14,888
Does it appear that
I am dilly-dallying?
195
00:09:16,319 --> 00:09:18,152
(BEEPING)
196
00:09:19,689 --> 00:09:22,657
Why am I seeing these
DNA-RNA variations?
197
00:09:22,692 --> 00:09:25,760
- Could it be...
- Whoa!
198
00:09:25,795 --> 00:09:28,696
Looks like after all these
years being Spider-Man,
199
00:09:28,731 --> 00:09:31,766
I built up a resistance to
the irradiated spider venom.
200
00:09:31,801 --> 00:09:33,732
Gotta get past this.
201
00:09:33,770 --> 00:09:35,703
(RHINO GRUNTING)
202
00:09:38,474 --> 00:09:43,143
What is the purpose of having a rhino
on my team if he cannot defeat a door?
203
00:09:43,179 --> 00:09:45,179
Why are we trying
to open the front door...
204
00:09:47,416 --> 00:09:49,809
When we can bring down
the whole house?
205
00:09:50,286 --> 00:09:54,021
(ELECTRICITY CRACKLING)
(ALL GRUNTING)
206
00:09:54,056 --> 00:09:57,191
Yes. Let's not
only crush Parker,
207
00:09:57,226 --> 00:10:01,195
let's destroy the very icon
of my hated rival,
208
00:10:01,230 --> 00:10:03,364
Norman Osborn.
209
00:10:07,270 --> 00:10:09,203
You must hurry, Spider-Man.
210
00:10:09,238 --> 00:10:11,238
Does it look like
I'm dilly-dallying?
211
00:10:11,274 --> 00:10:14,441
I've created an algorithm that's running
all the variants on the spider's venom
212
00:10:14,477 --> 00:10:17,144
to see if there's a version
I'm not immune to.
213
00:10:17,179 --> 00:10:19,246
(BEEPS)
214
00:10:19,282 --> 00:10:21,215
I knew you were
intelligent, Peter.
215
00:10:21,250 --> 00:10:23,250
But this...
This is genius.
216
00:10:25,054 --> 00:10:26,020
(BOTH GROAN)
217
00:10:26,389 --> 00:10:27,788
Wait a minute.
218
00:10:27,824 --> 00:10:30,057
My DNA profile
has this anomaly.
219
00:10:30,393 --> 00:10:33,227
- Could that be...
- It has to be.
220
00:10:33,262 --> 00:10:35,496
The variants in your blood
are extremely rare.
221
00:10:35,531 --> 00:10:39,133
That's why Ock had such a hard
time replicating your powers.
222
00:10:39,168 --> 00:10:42,136
It wasn't just the spider
that was special, Peter.
223
00:10:42,171 --> 00:10:45,205
It was you.
It was always you.
224
00:10:48,110 --> 00:10:50,248
Well, let's hope it still is.
225
00:10:50,713 --> 00:10:52,626
Here goes... Huh?
226
00:10:55,484 --> 00:10:58,118
(RHINO YELLS)
227
00:10:58,154 --> 00:11:02,990
Sinister Six, it is time to enjoy
this spectacle from a safer position.
228
00:11:08,364 --> 00:11:10,030
(ALL GRUNT)
229
00:11:15,938 --> 00:11:19,140
Isn't it fitting that both
of my enemies were destroyed
230
00:11:19,375 --> 00:11:23,110
by the very building
that brought us all together?
231
00:11:23,145 --> 00:11:25,412
(GRUNTS)
232
00:11:25,448 --> 00:11:27,147
I know what you're
thinking, Ock.
233
00:11:28,517 --> 00:11:30,451
With as many lives
as I seem to have,
234
00:11:30,486 --> 00:11:32,252
why don't they
call me "Cat-Man"?
235
00:11:32,288 --> 00:11:34,321
Admit it, that's
what you were thinking.
236
00:11:34,357 --> 00:11:35,422
(GRUNTS)
237
00:11:35,458 --> 00:11:37,491
(ALL GROANING)
238
00:11:37,526 --> 00:11:41,030
I am only thinking
about your destruction!
239
00:11:42,164 --> 00:11:43,860
Now that's just mean.
240
00:11:44,467 --> 00:11:46,400
Norman, get to safety.
241
00:11:46,435 --> 00:11:49,370
Octavius,
you will pay for this!
242
00:11:51,240 --> 00:11:52,406
(GRUNTS)
(YELLS)
243
00:11:52,441 --> 00:11:53,513
(GRUNTS)
244
00:11:53,514 --> 00:11:56,377
You all don't seem as excited
I have my powers back as I am!
245
00:11:56,412 --> 00:11:59,239
I was really hoping
we could share this moment!
246
00:12:02,418 --> 00:12:04,418
So much effort, Spider-Man,
247
00:12:04,453 --> 00:12:07,187
yet you will still not be
able to save your friends.
248
00:12:07,223 --> 00:12:09,323
How embarrassing for you.
249
00:12:09,358 --> 00:12:11,992
I don't think you understand
just how high my tolerance
250
00:12:12,028 --> 00:12:13,127
for being embarrassed is.
251
00:12:13,162 --> 00:12:14,194
(GRUNTS)
252
00:12:14,230 --> 00:12:15,329
Ahh! Hey! Whoa!
253
00:12:19,301 --> 00:12:20,267
(GROANS)
254
00:12:22,204 --> 00:12:23,268
Huh?
255
00:12:23,269 --> 00:12:24,810
(GRUNTS)
256
00:12:25,107 --> 00:12:25,940
(GROANS)
257
00:12:25,975 --> 00:12:27,975
SPIDER-MAN: The de-powering serum.
258
00:12:29,478 --> 00:12:31,145
(GRUNTS)
(YELLS)
259
00:12:31,180 --> 00:12:33,147
Ugh, someone needs
a breath mint.
260
00:12:33,182 --> 00:12:35,315
(SCREECHING)
261
00:12:35,351 --> 00:12:37,183
Had a feeling you'd be back.
262
00:12:39,355 --> 00:12:41,255
Told you I'd keep my promise!
263
00:12:41,290 --> 00:12:43,157
(GRUNTING)
264
00:12:45,394 --> 00:12:47,361
Hey Ock, taking a guess here,
265
00:12:47,396 --> 00:12:50,164
but I'm thinking the same
serum you used to de-power me
266
00:12:50,199 --> 00:12:52,280
might work on a few
other people we know.
267
00:12:53,402 --> 00:12:56,236
I... I'm normal again.
268
00:12:56,272 --> 00:12:59,073
And my memories,
they're back!
269
00:12:59,442 --> 00:13:00,441
(GROWLS)
270
00:13:00,476 --> 00:13:01,975
(GRUNTS)
271
00:13:03,145 --> 00:13:04,311
(SCREAMS)
272
00:13:05,347 --> 00:13:07,147
(GROWLS)
273
00:13:09,218 --> 00:13:11,018
Come on, come on,
come on, come on!
274
00:13:11,053 --> 00:13:12,019
(ROARS)
275
00:13:13,255 --> 00:13:14,421
Oh, boy.
276
00:13:14,457 --> 00:13:15,807
(GROANING)
277
00:13:15,808 --> 00:13:16,606
Huh?
278
00:13:17,093 --> 00:13:18,058
(WHIMPERING)
279
00:13:19,361 --> 00:13:22,830
Oh, man, this is
so much better.
280
00:13:22,865 --> 00:13:24,430
Good to have you back, buddy.
281
00:13:24,730 --> 00:13:25,463
(SCREECHES)
282
00:13:26,068 --> 00:13:29,036
And this is when the punching
starts, right, Crossbones?
283
00:13:29,071 --> 00:13:31,438
Thanks for the save,
but you're on your own, kid.
284
00:13:31,474 --> 00:13:33,173
This ain't my battle.
285
00:13:34,276 --> 00:13:35,375
(GRUNTS)
286
00:13:35,411 --> 00:13:36,443
Huh?
287
00:13:39,148 --> 00:13:41,248
Okay, so half of you are out.
288
00:13:41,283 --> 00:13:42,449
Maybe it's time
to change the name.
289
00:13:42,485 --> 00:13:45,419
How's the "Sinister
Unspecified Amount" sound?
290
00:13:45,454 --> 00:13:47,054
(YELLS)
291
00:13:48,224 --> 00:13:49,223
(GRUNTS)
292
00:13:51,127 --> 00:13:52,359
Now, you're a duo.
293
00:13:52,394 --> 00:13:54,261
Speaking of which,
where's... Ugh!
294
00:13:57,366 --> 00:14:00,067
Does the Spider ever shut up?
295
00:14:00,102 --> 00:14:01,769
How long have we
known each other?
296
00:14:01,804 --> 00:14:04,805
Finally.
My last hunt is...
297
00:14:04,840 --> 00:14:05,839
(GROANS)
298
00:14:11,080 --> 00:14:12,179
(KRAVEN GROANS)
299
00:14:13,816 --> 00:14:14,949
You guys saved me.
300
00:14:15,818 --> 00:14:18,252
Bros before rhinos.
301
00:14:19,088 --> 00:14:21,922
You gave me my memories
back, Spider-Man
302
00:14:21,958 --> 00:14:24,825
and I now remember
who my favorite superhero...
303
00:14:24,860 --> 00:14:27,061
(BOTH GROAN)
304
00:14:27,997 --> 00:14:28,757
(EXCLAIMS)
305
00:14:28,758 --> 00:14:30,014
Are you okay?
306
00:14:30,456 --> 00:14:33,164
After everything I've done
to empower them,
307
00:14:33,165 --> 00:14:36,530
you would think they'd have
enough respect not to betray me.
308
00:14:36,605 --> 00:14:38,638
Respect, Ock?
309
00:14:38,674 --> 00:14:40,207
Is that what this is all about?
310
00:14:40,208 --> 00:14:42,209
I am the greatest mind on Earth!
311
00:14:42,244 --> 00:14:45,312
And I will remain
unrecognized no longer!
312
00:14:45,347 --> 00:14:47,114
Look at all of this!
313
00:14:47,149 --> 00:14:49,082
No one knows you're a genius
because they only see
314
00:14:49,118 --> 00:14:50,450
the destruction you cause.
315
00:14:50,486 --> 00:14:53,453
Destruction? I see power.
316
00:14:53,489 --> 00:14:56,256
With great power
comes great fear.
317
00:14:56,292 --> 00:14:59,493
And with great fear
comes great respect.
318
00:14:59,528 --> 00:15:01,962
Here's some
breaking news, Ock.
319
00:15:01,997 --> 00:15:03,330
None of us are afraid of you.
320
00:15:03,365 --> 00:15:08,435
Then I will make you afraid.
By showing you truly great power!
321
00:15:09,171 --> 00:15:11,004
(GROANS)
322
00:15:11,473 --> 00:15:13,040
Finally!
323
00:15:15,444 --> 00:15:17,077
(YELLS)
324
00:15:18,147 --> 00:15:20,214
Ock, what have you done?
325
00:15:22,357 --> 00:15:25,850
Ock, you made a serum for yourself?
326
00:15:26,395 --> 00:15:28,228
(GRUNTS)
327
00:15:28,263 --> 00:15:32,299
I foolishly thought I would be
respected for my brilliance,
328
00:15:32,334 --> 00:15:37,103
(STRAINING) but world only respects power!
(PEOPLE SCREAMING)
329
00:15:37,139 --> 00:15:39,272
Octavius...
330
00:15:39,308 --> 00:15:42,742
is most powerful!
331
00:15:43,145 --> 00:15:45,312
(ROARS) And I thought you
couldn't get any uglier.
332
00:15:45,347 --> 00:15:47,247
This day's full of surprises.
333
00:15:47,282 --> 00:15:49,416
(GRUNTS) Spider-Man,
334
00:15:49,451 --> 00:15:52,085
you will never...
(GRUNTS)
335
00:15:52,120 --> 00:15:54,321
Again...
(GRUNTS)
336
00:15:54,356 --> 00:15:56,156
My mind...
337
00:15:56,191 --> 00:15:59,059
I can't.
338
00:15:59,394 --> 00:16:02,128
Must destroy!
339
00:16:02,164 --> 00:16:04,097
(ROARS)
340
00:16:07,669 --> 00:16:09,661
The serum erased his intelligence.
341
00:16:09,671 --> 00:16:12,337
Just what I need,
a big dumb Ock.
342
00:16:14,710 --> 00:16:16,109
I kind of miss old Ock's gloating,
343
00:16:16,145 --> 00:16:17,944
it was comforting in a strange...
344
00:16:17,980 --> 00:16:20,781
(YELLS)
345
00:16:20,816 --> 00:16:24,269
The bright side... I've
always wanted to be taller.
346
00:16:24,270 --> 00:16:25,920
(GRUNTS) Ock?
347
00:16:25,921 --> 00:16:29,723
- You still in there, Doctor?
- Help me.
348
00:16:30,025 --> 00:16:31,658
(GROWLS)
349
00:16:32,061 --> 00:16:33,727
(YELLS)
350
00:16:34,029 --> 00:16:36,663
(ROARS)
Ock wants help?
351
00:16:36,698 --> 00:16:38,665
Great, but how?
352
00:16:44,073 --> 00:16:47,716
Not much of it left,
only getting one shot at this.
353
00:16:48,811 --> 00:16:49,894
Come on, Ock!
354
00:16:49,895 --> 00:16:52,116
Give a spider some space!
(GRUNTS)
355
00:16:52,117 --> 00:16:55,108
Okay! Time for a taste
of your own medicine!
356
00:16:55,109 --> 00:16:56,168
(GRUNTS)
357
00:16:56,952 --> 00:16:58,685
(GLASS SHATTERS)
358
00:16:58,720 --> 00:17:00,053
(YELLS)
359
00:17:03,659 --> 00:17:04,791
Ock!
360
00:17:04,827 --> 00:17:05,959
(GROANS)
361
00:17:09,665 --> 00:17:11,064
(BOTH GRUNT)
362
00:17:13,869 --> 00:17:15,953
After all I've done to you,
363
00:17:15,954 --> 00:17:18,038
your aunt, your friends,
364
00:17:18,073 --> 00:17:20,774
why would you save me?
365
00:17:20,809 --> 00:17:22,809
It's illogical.
366
00:17:22,845 --> 00:17:25,645
Being a hero isn't always logical,
367
00:17:25,681 --> 00:17:27,647
but it's always
about helping others.
368
00:17:27,683 --> 00:17:29,116
You want to be respected
for your mind?
369
00:17:29,151 --> 00:17:32,018
Try using it to help someone
other than yourself.
370
00:17:32,054 --> 00:17:33,120
Now excuse me,
371
00:17:33,155 --> 00:17:36,089
I've got every hero
in the city to save.
372
00:17:36,125 --> 00:17:39,659
You realize I designed
that dome to perfection.
373
00:17:39,695 --> 00:17:41,695
There is no way to stop it.
374
00:17:41,730 --> 00:17:43,319
Even I cannot.
375
00:17:43,320 --> 00:17:45,615
Then it looks like I have
to be smarter than you.
376
00:17:45,734 --> 00:17:47,533
There's always a way, Ock.
377
00:17:50,672 --> 00:17:52,405
(GRUNTS)
378
00:17:52,440 --> 00:17:54,107
Spidey!
I knew you'd make it!
379
00:17:54,142 --> 00:17:55,308
We don't have much time.
380
00:17:55,344 --> 00:17:57,944
Cap, have you tried your shield
timed with Thor's hammer?
381
00:17:57,979 --> 00:18:00,080
We've run through every option
we've got, Spider-Man.
382
00:18:02,884 --> 00:18:04,050
Not every option.
383
00:18:04,086 --> 00:18:05,952
This S.H.I.E.L.D. tech's
gotta find a weakness.
384
00:18:05,987 --> 00:18:07,287
Just need a molecular scan.
385
00:18:09,124 --> 00:18:10,635
Time's running out!
386
00:18:11,126 --> 00:18:12,258
I can see that, Venom.
387
00:18:12,294 --> 00:18:15,061
That data suggests reverse
polarization, but only...
388
00:18:15,097 --> 00:18:16,896
At intermittent intervals!
389
00:18:16,932 --> 00:18:19,165
That might do it,
but it means...
390
00:18:19,201 --> 00:18:21,167
Modifying some
of this equipment.
391
00:18:21,203 --> 00:18:23,002
Thanks for coming back, Doc.
392
00:18:23,038 --> 00:18:26,239
And for using your genius for
something other than yourself.
393
00:18:26,274 --> 00:18:28,241
(ALL GROANING)
394
00:18:28,276 --> 00:18:31,077
I am only motivated by the
challenge this presents.
395
00:18:31,113 --> 00:18:32,178
Nothing more.
396
00:18:32,214 --> 00:18:34,180
Keep telling
yourself that.
397
00:18:34,216 --> 00:18:36,149
All right, Ock,
we can do this!
398
00:18:40,088 --> 00:18:41,221
(POWER SURGING)
399
00:18:46,261 --> 00:18:48,027
Sorry I'm late
for graduation.
400
00:18:50,198 --> 00:18:51,965
SPIDER-MAN: He's brilliant.
401
00:18:52,000 --> 00:18:55,034
This might sound crazy,
but it could be possible
402
00:18:55,070 --> 00:18:57,103
to convince him to use
that brilliance for good.
403
00:18:57,139 --> 00:18:59,172
You're right.
That does sound crazy.
404
00:18:59,207 --> 00:19:01,875
But anything's possible.
405
00:19:01,910 --> 00:19:05,044
Some of us heroes have pasts
we're not proud of either.
406
00:19:06,047 --> 00:19:07,213
Good job, grad.
407
00:19:11,319 --> 00:19:13,953
As the new class
of S.H.I.E.L.D. Academy,
408
00:19:13,989 --> 00:19:17,123
you're being given a chance to
really learn about responsibility.
409
00:19:17,159 --> 00:19:19,292
To become the Ultimate.
410
00:19:19,327 --> 00:19:21,127
But you won't do it alone.
411
00:19:21,163 --> 00:19:22,896
I'm putting you
in the capable hands
412
00:19:22,931 --> 00:19:25,298
of the best new S.H.I.E.L.D.
Academy instructors.
413
00:19:25,333 --> 00:19:27,834
SCARLET SPIDER: Now let's
see what you punks can do.
414
00:19:27,869 --> 00:19:29,936
And you can call me
Coach Venom.
415
00:19:29,971 --> 00:19:31,938
No, no, no!
Mister Venom.
416
00:19:31,973 --> 00:19:34,941
No, uh, um...
Professor V! Heh!
417
00:19:34,976 --> 00:19:36,142
(GROANS)
418
00:19:40,882 --> 00:19:42,048
(DOOR BELL CHIMES)
419
00:19:42,083 --> 00:19:43,950
Not even a line at the bakery.
420
00:19:43,985 --> 00:19:46,152
Everything's finally
coming up Spidey.
421
00:19:46,188 --> 00:19:48,121
VOICE: Hiya, bug-brain.
422
00:19:50,192 --> 00:19:53,467
I knew you'd come back
here eventually.
423
00:19:53,468 --> 00:19:54,840
Trapster?
424
00:19:54,930 --> 00:19:57,297
This clown ruined my
Uncle Ben's birthday before.
425
00:19:57,332 --> 00:19:59,866
Some might even say
my terrible take-down of him
426
00:19:59,901 --> 00:20:02,168
is what got me sent to S.H.I.E.L.D.
Academy in the first place.
427
00:20:02,204 --> 00:20:04,831
I've been waiting for
this moment for a...
428
00:20:04,832 --> 00:20:06,204
(EXCLAIMS)
429
00:20:08,009 --> 00:20:09,275
(GROANS)
430
00:20:09,311 --> 00:20:12,145
Sorry, buddy, not my first rodeo.
431
00:20:12,180 --> 00:20:16,883
I once told you that Captain America
could stop Trapster in five seconds.
432
00:20:16,918 --> 00:20:19,052
That took 3.4 seconds.
433
00:20:19,087 --> 00:20:21,187
Nick Fury!
So you're saying,
434
00:20:21,223 --> 00:20:23,223
I'm better than Captain America?
435
00:20:23,258 --> 00:20:25,191
That is not what I'm saying.
436
00:20:25,227 --> 00:20:27,193
I don't know.
That's what I'm hearing.
437
00:20:27,229 --> 00:20:29,896
What I'm saying is...
438
00:20:29,931 --> 00:20:33,032
maybe you finally are
the Ultimate Spider-Man.
439
00:20:33,068 --> 00:20:34,400
Thanks, Nick.
440
00:20:34,436 --> 00:20:36,302
It took me a while to realize it,
441
00:20:36,338 --> 00:20:38,972
but I couldn't have become
the Ultimate Spider-Man
442
00:20:39,007 --> 00:20:41,174
until I learned how to be
the ultimate Peter Parker.
443
00:20:41,209 --> 00:20:43,176
(MAY LAUGHS) Remember the
time he tried to teach you
444
00:20:43,211 --> 00:20:44,377
how to use your chemistry set?
445
00:20:44,412 --> 00:20:47,213
Oh! The whole living room
was smoke damaged!
446
00:20:47,249 --> 00:20:49,282
(BOTH LAUGH) But... But
that didn't stop him
447
00:20:49,317 --> 00:20:51,050
from trying to teach me.
448
00:20:51,086 --> 00:20:53,052
Oh, Uncle Ben
never gave up.
449
00:20:53,088 --> 00:20:54,620
No, he never did.
450
00:20:54,621 --> 00:20:55,956
PETER: I'm still
learning from him.
451
00:20:56,291 --> 00:20:58,925
MAY: I think you're teaching
like him now, Peter.
452
00:20:58,960 --> 00:21:01,261
- You've come a long way.
- Surprising, huh?
453
00:21:01,296 --> 00:21:03,263
The only person
surprised is you.
454
00:21:03,298 --> 00:21:07,100
We all knew exactly the kind
of hero you'd turn out to be.
455
00:21:07,135 --> 00:21:08,201
(PHONE BEEPS)
456
00:21:08,236 --> 00:21:10,036
Oh, my! News alert.
457
00:21:10,071 --> 00:21:12,138
There's a bank robbery
in the East Village.
458
00:21:15,176 --> 00:21:18,011
SPIDER-MAN: So, I guess this is it.
459
00:21:18,046 --> 00:21:19,879
But there's no need
to get all sappy.
460
00:21:21,049 --> 00:21:23,983
I thought once I became
the Ultimate Spider-Man,
461
00:21:24,019 --> 00:21:25,651
that would mean
my work was done.
462
00:21:26,021 --> 00:21:27,086
But far from it.
463
00:21:28,924 --> 00:21:30,056
This isn't the end.
464
00:21:30,091 --> 00:21:31,991
This is only the beginning.
465
00:21:33,327 --> 00:21:38,092
Sync and corrections by masaca
- addic7ed.com -
466
00:21:38,142 --> 00:21:42,692
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