Original subtitles

The Oscorp tower,

one of the most recognizable buildings in the city.

Too bad people don't know what's really going on inside.

Still can't believe Norman framed Otto for that Lizard attack on the city

only to hire him as a teacher at Oz Academy.

Eh, who am I kidding?

That's exactly what'd I expect from Norman Osborn.

Hmm. Specially tinted windows.

Nice try, Norman, but I can see right through them.

Just like I can see right through you.

You might pretend to be pro-Spidey in public,

but in reality, you've told me my days are numbered.

So I'm here to find out what you've got in store for me.

Osborn, I've come for you!

Spencer Smythe.

It's about time you returned my slayer.

I had every right to keep it.

You didn't deliver your end of the bargain.

Didn't give me a faculty position at Oz Academy

after I framed your son for sabotage like you asked.

What?

Was Norman the one who got Harry kicked out of Horizon High?

But why?

Looks like no one's safe from that maniac.

Not even his own son.

But if I'm going to take Osborn down,

I'll need someone on the inside.

And if Harry knows the truth,

maybe he'll be willing to help.

I have to get my hands on that footage.

Great, there's the old Parker luck for you.

But there has to be a main server the footage was uploaded to.

And since Harry knows this building better than anyone,

might as well enlist his services immediately.

Besides, I think Harry's starting to warm up to sweet old Spidey.

Spider-Man?

What you're doing is called trespassing.

And what I'm doing is called activating security.

So much for my positive outlook!

Intruder targeted.

Picking up too much velocity.

Activate Web Wings.

I'm hit! I'm hit! I'm--

Who am I talking to?

Whoa! Like a carnival ride.

Excellent aim!

You win a series of official Spider-Man web balls.

One more shot, and you can go home

with this gorgeous life-sized Spider-Man.

I know, I know.

I wouldn't have been able to resist either.

I keep underestimating how much Harry dislikes Spider-Man.

Good thing he wants to meet me as Peter for breakfast.

The request I need to make is better off coming from...

his best friend.

Harry, if I had a secret,

but I knew it would really upset you, would you still wanna hear it?

Absolutely. We're best friends.

There should be no secrets between us.

Yeah. Uh...

Well, what if I told you your dad couldn't be trusted?

Why would you say that?

Because I believe he's trying to destroy Spider-Man.

So? Spider-Man's a menace.

Just this morning, I found him

- lurking around my-- - Harry!

You can't mean that. He is a human being.

And if your dad is involved in something that diabolical,

then who knows what he's capable of?

What are you getting at?

Harry...

I think it was your dad who framed you

and got you kicked out of Horizon High.

What? That's ridiculous!

Why would he do that? What proof do you have?

I don't.

Just yet.

But the answers lie somewhere in Oscorp, and I--

I want you to help me find them.

You mean spy? No.

Because I got news for you. There's nothing to see.

People aren't always who they seem to be, Harry.

Well, my dad is, and I'll prove it to you.

- How? - I don't know how. I'll...

Look, you have the week off from school

while they fix the damage the Lizard caused to Horizon, right?

Well, come spend a day at Oz Academy with me.

A day at Oz Academy, huh?

Maybe this was a bad idea.

Adrian Toomes.

Alistair Smythe.

Norman Osborn.

Wow. Talk about a Spider-Man nightmare.

- Sorry. What was that? - Nothing.

I just need a drink of water.

Okay, but hurry up.

We don't wanna be late for mechanical engineering.

Parker!

You're late.

And I will not-- Wait.

You don't go to this school.

Dr. Octavius!

No. No. I'm visiting for the day.

And technically, I'm not late because the bell hasn't rung yet.

Ha! Now you are late.

Go take a seat.

Pete, this is Ollie Osnick.

Ollie, Peter Parker.

- Pete's sitting in for the day. - Nice to meet you, Ollie.

- Sweet laptop. - Oh, thanks.

My expertise is in the manipulation of metal alloys,

with a focus on steel.

I crafted this baby, along with these steel hover-discs.

It's what got me into this awesome school.

And now I'm lucky enough

to study under the great Otto Octavius.

- He's my hero. - Yeah.

He was my hero for a while there too.

All right, class. Enough chatter.

- Open your books to chapter ele-- - Otto. A word.

To chapter 11.

Read the first four paragraphs.

Uh, I need to use the restroom.

You just sat down.

Harry, the proper level of hydration

is eight eight-ounce glasses of water a day,

which means lots of trips to the bathroom.

Otto, did you happen to have a failsafe frequency

for your mechanical arms?

You know, in case one of them wasn't in sync with the others.

Originally, it was 47 gigahertz.

But now that they're a part of me, there's no need for such a thing. Why?

Oh, I was just looking for areas to improve.

Thought an Osborn contribution might raise the bar.

The bar has been raised as high as it can go, Norman.

And besides, now that these arms are a part of me,

I couldn't think of sharing them for corporate gain.

Oh. Yes.

I understand.

Uh, but keep the option open.

You, uh, better get back to your class.

Harry already thinks I'm preoccupied for a while.

So I might as well see what Norman's up to.

A coded lab in an already super secure building, huh?

Seems like the perfect place to upload sensitive footage.

Nice work, Parker.

Wonder what other goodies I'll find back here.

What's happening to it?

- What's going on? - It's 47 gigahertz!

Thanks, Mr. Osborn.

It was just this one.

The others are responding perfectly.

Oh. And how are things going with the spider detector?

Spider detector? Uh-oh!

Very well, sir.

Really?

Because this says Spider-Man is in this lab.

Do you see him in this lab?

Uh, no, sir. It must be another glitch.

There is no room for failure here, people.

Raymond Warren is working on a spider army.

Evidenced by the two spider soldiers he's already created,

- both Spider-Man and his new friend. - What?

Your job is to find a way to neutralize their power.

Or, if need be, neutralize them.

Oh, that part we've got down, sir.

We call it the Spider Killer 3000.

A robot designed to destroy me?

That is not encouraging.

Better get out of here before I become Crash Test Spidey.

Hey, who are you, and where's your hall pass?

My name is Aleksei Sytsevich,

and I have misplaced my hall pass.

Well, then get back to class.

Huh?

Hey, you were gone a long time. You okay?

Uh, yeah. But I've gotta show you something. Follow me.

Hmm?

Hello, Peter.

Huh.

Looks like a needle with a micro-transistor.

Why would he put that on me?

Bigger question's what's Aleksei doing at Oz Academy?

Hey!

There's no Aleksei Skvich-- Sett-- Svitt--

There's no one at this school with that name.

You're coming with me.

Uh-oh. No chance to get away and change.

- Unless... - Pete!

Perfect!

What's going on here?

- We need to get you safe, sir. - I am safe, you fool.

Release the Octobots!

Octobots?

You took my tech? Without my permission?

Be happy I did. Who else could stop that Rhino?

Someone need a Rhino tamer?

Spider-Man?

He's like a bull in a--

You know, there are no good Rhino sayings, are there?

But if I can get him to shock himself,

maybe I can introduce the phrase "Dumb as a Rhino."

Hey, big guy! Remember me?

Oh, I guess you do.

But it'll take more than one of those Octobots to bring him down.

Oh, Rhino, buddy. You've got a little Octobot on you.

Here. Let me get that for you.

Ow! Ah, it's like hitting a Rhino.

Security functions down.

Dumb as a Rhino. Copyright: The Amazing Spider-Man.

What have you done?

He did exactly what I sent the Rhino to do,

take down your defense grid so I could enter this fortress.

Thanks for the assist, Spider-Man.

You're working with the Jackal?

No, I--

Maybe it should be "Dumb as a spider."

My spider army is coming, Norman.

I know you're working on something to stop it,

and I intend on taking it from you.

This is a poor strategic maneuver, Jackal.

You're outnumbered.

Oh, am I?

That's what I call a horn section.

Stay behind the barricades!

Dad!

Heads up, Harry!

Get off me!

I should've known you're working for the Jackal!

I'm not! I'm your friend!

Yeah, well, with friends like you, I'm glad we have Octo...

bots.

Otto, you told me your tech could withstand anything!

It can, when I'm in control of it.

Now, let me show you how it's done.

You'll rue the day you entered this school!

Science created you, but science will bring you down!

Dr. Octavius is right.

He's protecting the school with his tech.

We should do the same.

In the name of Oz Academy, attack!

The students and faculty are fighting back!

Whoo! That's a sinister-looking group.

When I woke up this morning,

I did not see this team-up happening.

But I'll take help where I can get it.

Let's take back the school!

Wait, Spider-Slayer, don't!

The Rhinos are still people, remember?

Impressive!

To think, all of this to stop me.

It didn't have to be like this, Norman.

I came to you first.

You could've created the spider army with me

instead of working so hard to stop it.

We can still work together, Raymond.

It's Jackal!

And you've proven you can't be trusted.

Then there's no way you're leaving the premises.

Oh, I had no intention of leaving.

You're an artificial replibot.

Vulture, send me a sonic blast!

That looks like the transmitter Aleksei tried to put on me earlier.

That must be how the Jackal is controlling the Rhinos.

Everyone!

Jackal's using transmitters to control the Rhinos!

Let's work as a team to remove the devices.

Hmm. Jackal's serum turned them into Rhinos,

but he used mind control to get them to do his bidding.

Genius.

Wh-- Where am I?

Oz Academy.

Well done.

I am impressed with this little Oz security group.

Perhaps we should give it a name.

The Osborn Commandos, perhaps.

The "Osborn Commandos"?

Wh-- What exactly did you contribute, Norman?

Me? I destroyed the Jackal.

Whoa! Way to go, Dad!

Should we have security apprehend his partner?

No. No, son.

I think Spider-Man has proven himself today.

Not only by fighting alongside us,

but by becoming a permanent member of the Osborn Commandos, perhaps?

No, thanks, Norman.

I'll fight my own battles.

And since this one's over,

I'm gonna get out of here before you show your true colors.

Otto, I owe you an apology.

I shouldn't have worked on your tech without your knowledge.

From now on, you will head up the Oscorp Octobots division.

There will be no Octobots division, Norman.

This tech is mine and mine alone.

You should've read your contract, my friend.

You see, anything you use under my employ

is owned by Oz Academy.

Then soon I will own Oz Academy.

- Pete, you okay? - Yeah.

I figured I'd be better off staying out of sight

until things calmed down.

Well, I hope you caught some of it,

because it proves my dad's a good guy.

He even offered Spider-Man a spot on the Osborn Commandos.

Harry, it's an act. And I found the proof.

No. No!

It was here!

A roomful of things to eliminate Spider-Man.

Huh. A roomful, huh?

That would've been helpful.

And the evidence that my dad set me up?

Probably destroyed with everything else.

Unfortunate.

You know, Pete, I invited you to Oz Academy

so you could see the good side of Norman Osborn.

At least that didn't fall short.

I know what I saw, Harry.

And I know what I saw,

Spider-Man working for the Jackal!

He's not, Harry. He's a friend.

Funny.

That's the same thing Spider-Man said.

Which makes me wonder why you care so much about him.

Harry, the absolute truth is...

my loyalty is to you, not to Spider-Man.

But if your dad is willing to threaten Spider-Man's life,

then he's crossed a line.

People are not always who they seem to be.

And I just want you to know who you can trust.

Well, that's always been you, Pete.

So if my best friend says he sees something that I don't,

no matter how crazy it may sound,

maybe I need to look a little closer at things.

Maybe even a closer look at Spider-Man.

That's all I'm asking.

You picked a pretty eventful day to visit Oz Academy, Mr. Parker.

Although I shouldn't be surprised.

Chaos usually surrounds your business associate.

"Business associate"?

Yes. Didn't you know?

Your friend here is in business with Spider-Man.

He makes his tech for him.

You're working for Spider-Man?

- I-- - I don't believe you!

You looked me right in the eye and said,

"My loyalty is to you, not to Spider-Man."

But really you were just pushing his agenda?

No! It's not like that! I just--

You're right, Pete.

People aren't who they seem to be.

Now get out.

- But-- - Get out!

Harry, what am I doing?

Is it possible to be your best friend and keep secrets from you?

Norman lies to you, and I call him a villain, but...

is what I'm doing any different?

I have to tell you the truth.

I have to tell you I'm Spider-Man.

But I can't, can I?

Not when Norman is set on destroying Spider-Man.

Because if he's willing to frame you and get you kicked out of Horizon High,

then there's no telling what he'd do to you to get to your best friend.

But I won't give up trying to convince you

who's on the side of right and wrong.