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1
00:00:00,000 --> 00:00:02,000
New Yorkers. Got to love them.
2
00:00:02,000 --> 00:00:04,375
A crazy virus turns everyone
into Spider-Monsters,
3
00:00:04,417 --> 00:00:06,375
but the next day,
they're cleaning up and moving on.
4
00:00:06,375 --> 00:00:08,917
Look, it's him! Spider-Man!
5
00:00:14,917 --> 00:00:18,250
I had lots of help. We're all at our best
when we work together.
6
00:00:18,834 --> 00:00:21,959
We got your back, web-head!
7
00:00:22,500 --> 00:00:25,250
The mess in the city isn't the
only thing that needs to be cleaned up.
8
00:00:26,125 --> 00:00:28,250
Time to repair some personal damage.
9
00:00:38,709 --> 00:00:42,291
Harry? You're experimenting by yourself?
10
00:00:42,375 --> 00:00:43,458
I told you I'd help.
11
00:00:44,500 --> 00:00:47,041
See those ruins at the top
of this building?
12
00:00:47,125 --> 00:00:49,125
That insult to the Osborn legacy?
13
00:00:49,583 --> 00:00:52,375
That's what happened the last time
you helped, Spider-Man.
14
00:00:52,375 --> 00:00:55,417
I understand why you're mad,
but we had to save the city.
15
00:00:56,208 --> 00:00:58,250
I never wanted to hurt you or your family.
16
00:00:58,250 --> 00:01:01,417
Oh, yeah? Tell that to him.
17
00:01:01,417 --> 00:01:04,166
Harry, we all thought mixing Anya's serum
with my blood
18
00:01:04,250 --> 00:01:05,917
was the only way to save your dad.
19
00:01:05,917 --> 00:01:08,542
We didn't know it'd have
any negative effects,
20
00:01:08,542 --> 00:01:10,417
nor did we have any other options.
21
00:01:10,417 --> 00:01:12,083
Well, now he's getting worse.
22
00:01:12,083 --> 00:01:15,583
- Have you tried analyzing the--
- I'm trying everything!
23
00:01:15,667 --> 00:01:17,417
But it'd be much easier to find a cure
24
00:01:17,417 --> 00:01:19,750
if you hadn't blown up
half the lab facilities in the building.
25
00:01:20,625 --> 00:01:21,917
That's why I want to help.
26
00:01:22,709 --> 00:01:25,458
Not as Spider-Man, but as Peter Parker...
27
00:01:26,709 --> 00:01:27,709
your best friend.
28
00:01:29,208 --> 00:01:31,750
- Huh?
- What? What is that?
29
00:01:33,333 --> 00:01:35,250
Go play hero.
30
00:01:36,417 --> 00:01:39,875
- You're not wanted here.
- I'll-- I'll try to be back soon.
31
00:01:57,583 --> 00:01:59,417
Need a little pick-me-up?
32
00:02:01,458 --> 00:02:02,709
What happened?
33
00:02:03,583 --> 00:02:06,333
Some kind of monster smashed up
our science conference.
34
00:02:06,417 --> 00:02:08,291
It grabbed our keynote speaker,
Max Modell.
35
00:02:09,125 --> 00:02:10,333
Oh, no. Not Max.
36
00:02:14,291 --> 00:02:15,834
Max! Where are you?
37
00:02:21,250 --> 00:02:23,125
Uh-oh.
38
00:02:26,959 --> 00:02:31,458
- Doc Ock!
- Say good-bye to your friend, Spider-Man.
39
00:02:31,542 --> 00:02:33,667
This is the last chance you'll get.
40
00:02:33,667 --> 00:02:35,709
Max! Let him go!
41
00:02:47,083 --> 00:02:51,041
Didn't Mommy Octopus teach you
that capturing a genius isn't polite?
42
00:02:51,417 --> 00:02:53,333
"Genius"?
43
00:02:53,417 --> 00:02:55,959
Everyone throws that term
around so loosely,
44
00:02:56,458 --> 00:02:59,542
whereas I, an indisputable genius,
45
00:02:59,542 --> 00:03:04,250
was continuously stymied
by lesser thinkers such as Max Modell.
46
00:03:04,959 --> 00:03:07,750
"Stymied"? Earth to Mr. Vocab,
47
00:03:07,834 --> 00:03:10,917
Max funded your research
and gave you a job at Horizon.
48
00:03:11,375 --> 00:03:13,125
Then he pulled his support,
49
00:03:13,125 --> 00:03:18,291
practically driving me into the hands
of that megalomaniac Norman Osborn,
50
00:03:18,375 --> 00:03:20,917
who thought he could steal
what was rightfully mine.
51
00:03:20,917 --> 00:03:24,417
Well, Osborn learned you don't mess
52
00:03:24,417 --> 00:03:26,208
with Dr. Octopus!
53
00:03:29,750 --> 00:03:31,500
Why did you start a fire, Ock?
54
00:03:31,500 --> 00:03:34,125
You wanna become fried calamari?
55
00:03:36,208 --> 00:03:40,208
I do not have time for this!
56
00:03:40,208 --> 00:03:43,333
I have one last item on my to-do list.
57
00:03:44,208 --> 00:03:45,291
Ha!
58
00:03:45,375 --> 00:03:50,166
Minions, the spider thinks he can control
what your master does.
59
00:03:50,250 --> 00:03:52,709
Talking to yourself. That's a good sign.
60
00:03:52,709 --> 00:03:55,208
I'm talking to them.
61
00:03:56,500 --> 00:03:57,792
Whoa!
62
00:04:01,000 --> 00:04:04,291
Rhino! Vulture! Spider-Slayer!
With upgrades?
63
00:04:05,125 --> 00:04:07,208
Someone's been a busy mad scientist.
64
00:04:07,208 --> 00:04:09,792
And who's that? Metal-Minion?
Shiny-Spider?
65
00:04:09,792 --> 00:04:13,041
Come on, Ock. I thought
I was the only arachnid in your life.
66
00:04:13,125 --> 00:04:16,417
Ugh. I can assure you,
no expense was spared
67
00:04:16,417 --> 00:04:21,125
in the transforming of Ollie Osnick
into the Steel Spider.
68
00:04:21,125 --> 00:04:24,458
A perfect addition to my Sinister Five.
69
00:04:25,500 --> 00:04:28,625
By the way, "The Sinister Five"
is a great name for a boy band.
70
00:04:28,709 --> 00:04:31,375
Mock all you want, Spider-Man!
71
00:04:31,375 --> 00:04:34,542
Modell's clock is ticking.
72
00:04:39,709 --> 00:04:42,667
Spider-tracer?
73
00:04:42,667 --> 00:04:44,625
I know all your tricks.
74
00:04:45,667 --> 00:04:47,542
But do you know mine?
75
00:04:56,834 --> 00:04:59,500
So much for getting right back
to help Harry.
76
00:05:00,500 --> 00:05:02,250
I've got another round of trials, Dad.
77
00:05:02,875 --> 00:05:05,250
Son...
78
00:05:06,166 --> 00:05:07,542
Your vitals are getting weaker.
79
00:05:08,417 --> 00:05:10,709
If one of these chemicals
can bond with your DNA,
80
00:05:10,709 --> 00:05:13,959
it should be effective in counteracting
the damage from Spider-Man's blood.
81
00:05:14,542 --> 00:05:19,417
But if not, it could take even more out
of you. Maybe too much.
82
00:05:21,375 --> 00:05:23,458
Some risks must be taken.
83
00:05:24,458 --> 00:05:28,417
No. You're too weak. I'm not gonna let
my cure be what destroys you.
84
00:05:29,458 --> 00:05:31,625
If only there were a way
to test it without--
85
00:05:32,208 --> 00:05:34,625
Wait. We're family.
86
00:05:34,709 --> 00:05:37,709
If it will bond to my DNA,
it will bond to yours.
87
00:05:38,250 --> 00:05:40,291
But I can't experiment on myself.
88
00:05:41,291 --> 00:05:43,417
Dad!
89
00:05:46,750 --> 00:05:48,959
I don't have a choice.
90
00:05:49,625 --> 00:05:51,291
I won't lose you again.
91
00:06:00,917 --> 00:06:03,625
Looks like I don't even need
a spider-tracer, Ock.
92
00:06:03,709 --> 00:06:06,125
It's a good thing you don't
call yourself Doc Stealth.
93
00:06:10,458 --> 00:06:14,000
Vulture!
Did you say something? Couldn't hear you.
94
00:06:14,000 --> 00:06:17,417
Just kidding. You're super loud.
Obnoxious, really.
95
00:06:17,417 --> 00:06:18,834
You used to be much more chatty.
96
00:06:18,834 --> 00:06:22,667
Not sure I prefer the strong
and completely mind-controlled type?
97
00:06:23,375 --> 00:06:27,375
Guess Jackal gave Ock
his mind-control devices as promised.
98
00:06:27,375 --> 00:06:31,125
Because, really, I'm sure none of you
would hang out with Ock by choice.
99
00:06:31,125 --> 00:06:34,000
I'm no ornithologist,
but can real vultures do that?
100
00:06:34,000 --> 00:06:36,583
I'd hate for you
to be scientifically inaccurate.
101
00:06:36,667 --> 00:06:39,834
Hey, let's ride share! Whoa!
102
00:06:48,709 --> 00:06:50,959
You want me off?
103
00:06:51,041 --> 00:06:54,542
How about a little follow the leader?
Bet you can't catch me!
104
00:07:00,041 --> 00:07:02,875
Nighty-night, birdbrain.
Now to find Doc and Max.
105
00:07:05,291 --> 00:07:09,208
Steel Spider, right?
106
00:07:09,208 --> 00:07:12,041
No offense, but I was an arachnid
before it was trendy.
107
00:07:14,959 --> 00:07:18,083
In fact, the whole city turned to spiders,
so you're really behind the curve.
108
00:07:24,375 --> 00:07:26,625
Man, you are so heavy metal!
109
00:07:26,709 --> 00:07:30,250
Because steel has an average density
of around 8,000 kilograms per cubic meter.
110
00:07:30,250 --> 00:07:31,667
Get it?
111
00:07:32,625 --> 00:07:35,500
Trust me, Ollie, if you weren't
all mind-controlled right now,
112
00:07:35,500 --> 00:07:37,333
you'd think that quip was hilarious!
113
00:07:50,542 --> 00:07:52,583
Okay, that tornado thing was crazy,
114
00:07:53,083 --> 00:07:54,875
but how many more tricks
can metal disks really do?
115
00:07:56,041 --> 00:07:57,333
Electroshocks?
116
00:07:57,417 --> 00:07:59,166
Why do I always say dumb things like that?
117
00:08:30,375 --> 00:08:32,750
I just remembered,
I have another appointment.
118
00:08:32,834 --> 00:08:34,125
Can we continue this later?
119
00:08:39,959 --> 00:08:42,417
I don't have time to play dodgeball
with metal me.
120
00:08:44,500 --> 00:08:47,625
But maybe I do have time for kickball!
121
00:08:52,375 --> 00:08:55,291
Okay. Now, back to--
122
00:08:55,375 --> 00:08:59,041
What? Is it wrong that I'm hoping
this is a natural earthquake
123
00:08:59,125 --> 00:09:02,250
and not a rhino?
124
00:09:03,000 --> 00:09:06,291
Nope, nothing natural about that.
125
00:09:11,500 --> 00:09:15,000
Not good enough!
126
00:09:15,417 --> 00:09:16,917
This has got to work!
127
00:09:17,792 --> 00:09:21,000
Harry, you're losing control.
128
00:09:21,709 --> 00:09:24,291
You shouldn't test on yourself.
129
00:09:24,375 --> 00:09:28,250
You're the one who taught me
true breakthroughs are always risky.
130
00:09:28,959 --> 00:09:32,375
I'm going to heal you, whatever it takes.
131
00:09:43,500 --> 00:09:45,417
Can I have a time-out?
132
00:10:01,542 --> 00:10:05,125
Can anything stop him?
133
00:10:05,125 --> 00:10:06,792
Maybe that train can.
134
00:10:07,750 --> 00:10:11,166
This might not be the best science,
135
00:10:11,250 --> 00:10:13,125
but I'm pretty sure trains beat rhinos.
136
00:10:20,333 --> 00:10:22,750
I know it's crazy,
137
00:10:22,834 --> 00:10:25,041
but crazy's better than nothing.
138
00:10:26,709 --> 00:10:29,917
Huh?
139
00:10:34,709 --> 00:10:36,875
Oh. Oh, sorry.
140
00:10:37,500 --> 00:10:39,333
Oh, that's got to hurt.
141
00:10:39,875 --> 00:10:42,542
Oh, man.
142
00:10:42,542 --> 00:10:44,625
Okay, I admit that hurt.
143
00:10:45,166 --> 00:10:47,625
Oh, there's got to be an easier way
to get around town.
144
00:10:53,083 --> 00:10:55,458
Who am I kidding?
145
00:10:55,542 --> 00:10:57,834
Ock could be on the other side
of the city by now.
146
00:10:59,041 --> 00:11:00,041
Wait.
147
00:11:01,083 --> 00:11:04,417
Ugh. Ock had that secret lab
outside of Horizon.
148
00:11:04,417 --> 00:11:06,083
I saw it when we were teammates.
149
00:11:06,083 --> 00:11:07,834
Ugh, we were teammates.
150
00:11:08,500 --> 00:11:10,083
That is such an embarrassing memory now.
151
00:11:11,417 --> 00:11:13,750
There.
152
00:11:13,834 --> 00:11:16,291
Now, would that giant-brained genius
really be dumb enough
153
00:11:16,375 --> 00:11:18,291
to go to the one place I'd remember?
154
00:11:18,375 --> 00:11:22,166
Yep. Even giant-brained geniuses
can be painfully predictable.
155
00:11:23,959 --> 00:11:25,959
Uh-oh!
156
00:11:26,041 --> 00:11:28,333
Spider Slayer!
157
00:11:31,834 --> 00:11:34,500
Focus, Spidey.
You're beaten up, but you got this!
158
00:11:37,083 --> 00:11:40,208
- Aah!
- Ah, you've arrived.
159
00:11:41,041 --> 00:11:44,250
Which means the first part
of my plan is complete.
160
00:11:44,834 --> 00:11:48,250
"First part"? Let Max Modell go.
161
00:11:48,250 --> 00:11:50,917
- But of course.
- Huh?
162
00:11:53,583 --> 00:11:55,667
Is this another one of your tricks, Otto?
163
00:11:55,667 --> 00:11:59,709
Of course not. You are free to go, Modell.
164
00:11:59,709 --> 00:12:01,625
This was never about you.
165
00:12:01,709 --> 00:12:04,458
It was about Spider-Man.
166
00:12:04,542 --> 00:12:07,458
And wearing him down
with my Sinister Five.
167
00:12:08,792 --> 00:12:12,041
And I think we've done that, haven't we?
168
00:12:12,125 --> 00:12:14,834
Spider-Man!
- We're through with you, Modell.
169
00:12:15,417 --> 00:12:17,166
Take him out of my sight.
170
00:12:17,250 --> 00:12:21,583
No! Leave Spider-Man alone!
171
00:12:22,083 --> 00:12:26,166
Oh, nice try, web-head.
172
00:12:26,250 --> 00:12:29,041
But I believe the fight has gone out
of you.
173
00:12:29,125 --> 00:12:31,291
Don't be so sure, Ock.
174
00:12:31,375 --> 00:12:34,083
You and the Sinister Five
are coming with me.
175
00:12:34,083 --> 00:12:38,250
Oh, on the contrary. You are coming...
176
00:12:38,250 --> 00:12:41,041
with me.
177
00:12:41,125 --> 00:12:43,583
And it is the "Sinister Six" now!
178
00:12:56,959 --> 00:12:58,542
Run! Run!
179
00:13:03,458 --> 00:13:04,625
What just hit us?
180
00:13:04,709 --> 00:13:07,917
You were just hit
by the new masters of the city!
181
00:13:16,667 --> 00:13:22,750
Behold,
the terrifying might of my Sinister Six!
182
00:13:23,458 --> 00:13:26,834
Oh, I was right.
That sounds so much better than "Five."
183
00:13:27,875 --> 00:13:31,709
With this windfall, my experiments
will no longer be held back
184
00:13:31,709 --> 00:13:33,583
by lack of resources.
185
00:13:35,709 --> 00:13:37,959
The attack has come
completely out of nowhere,
186
00:13:38,041 --> 00:13:40,000
but the most shocking turn of events,
187
00:13:40,000 --> 00:13:44,375
it appears Spider-Man
is working alongside these villains.
188
00:13:44,375 --> 00:13:48,166
If New York's hero has gone bad,
who will protect the city?
189
00:13:48,542 --> 00:13:49,875
Spider-Man?
190
00:13:49,959 --> 00:13:54,041
It's exactly what I always believed
Spider-Man would become.
191
00:13:54,125 --> 00:13:58,041
- Dad, don't talk. You're still weak.
- No, son.
192
00:13:58,125 --> 00:14:02,458
Thanks to your hard work and sacrifice,
that cure did the trick.
193
00:14:02,542 --> 00:14:06,166
All traces of the spider DNA
have been removed from my body.
194
00:14:06,250 --> 00:14:09,458
And now you must remove the spider
from the city.
195
00:14:09,542 --> 00:14:12,667
Clearly he's the menace
I always said he was.
196
00:14:13,458 --> 00:14:17,333
- What are you talking about?
- Son, a great man once said,
197
00:14:17,417 --> 00:14:21,083
"A foolish consistency
is the hobgoblin of little minds."
198
00:14:21,083 --> 00:14:23,750
Spider-Man has consistently been
a menace,
199
00:14:23,834 --> 00:14:28,375
and you must be the goblin that opens
his mind to the error of his ways.
200
00:14:29,000 --> 00:14:31,000
It doesn't make any sense.
201
00:14:31,000 --> 00:14:33,959
It betrays everything Spider-Man
stands for.
202
00:14:34,041 --> 00:14:39,000
It wasn't just Spider-Man
who saved New York from the spider virus.
203
00:14:39,458 --> 00:14:40,667
It was you, Harry.
204
00:14:41,583 --> 00:14:45,667
You're much more than a scientist,
you're a hero.
205
00:14:45,667 --> 00:14:49,667
And now Spider-Man
has finally shown his true colors.
206
00:14:49,667 --> 00:14:53,792
It's time for an Osborn
to finally stand up to him.
207
00:14:58,375 --> 00:15:01,583
Do you want to truly make me proud?
208
00:15:02,667 --> 00:15:04,792
Stop Spider-Man.
209
00:15:11,542 --> 00:15:15,583
Yet another mere annoyance. Get them!
210
00:15:36,542 --> 00:15:41,125
Dr. Octopus,
your reign of terror ends here.
211
00:15:41,125 --> 00:15:44,250
I don't know who you are,
212
00:15:44,250 --> 00:15:46,125
but you clearly lack intelligence
213
00:15:46,125 --> 00:15:49,834
if you believe you could possibly
be a match for my Sinister Six!
214
00:15:50,458 --> 00:15:52,333
Destroy this imbecile!
215
00:16:19,625 --> 00:16:22,667
Don't let this clown play you for fools!
Get him!
216
00:16:25,875 --> 00:16:27,125
Aah!
217
00:16:30,917 --> 00:16:33,542
I am here to bring you all to justice!
218
00:16:37,917 --> 00:16:39,583
And you! Traitor!
219
00:16:40,208 --> 00:16:42,125
You were supposed to be a hero!
220
00:16:42,917 --> 00:16:47,542
Even so-called heroes aren't strong enough
to resist my mind control.
221
00:16:47,542 --> 00:16:49,834
Mind control?
222
00:16:54,625 --> 00:16:58,792
Spider-Man, this isn't you.
Ock's making you do this.
223
00:16:58,792 --> 00:17:02,542
I know I haven't been your biggest fan,
and my dad is convinced you're a menace,
224
00:17:02,542 --> 00:17:06,458
but if you're the person I hope you are,
you'll fight this!
225
00:17:19,000 --> 00:17:20,583
Peter, please!
226
00:17:21,709 --> 00:17:23,083
It's me, Harry.
227
00:17:23,583 --> 00:17:26,291
Even after everything,
you're still my best friend.
228
00:17:27,333 --> 00:17:29,417
Don't-- Aah!
229
00:17:37,875 --> 00:17:39,417
Harry!
230
00:17:48,458 --> 00:17:50,750
Spidey, are you okay?
231
00:17:52,208 --> 00:17:55,375
You can fight off one of my Sinister Six,
232
00:17:55,375 --> 00:17:57,291
but you cannot beat us all.
233
00:17:57,375 --> 00:18:01,375
This isn't about winning.
It's about doing the right thing.
234
00:18:01,375 --> 00:18:05,000
You fool! It's always about winning.
235
00:18:08,166 --> 00:18:11,083
If you all can't play nice,
then you shouldn't play at all.
236
00:18:11,875 --> 00:18:14,166
You overcame my mind control?
237
00:18:14,250 --> 00:18:16,750
That is scientifically impossible!
238
00:18:16,834 --> 00:18:19,291
Maybe your inventions
aren't as good as you think.
239
00:18:29,500 --> 00:18:31,959
This is what I get for relying on others.
240
00:18:32,041 --> 00:18:34,125
I am the only one with any competence!
241
00:18:34,125 --> 00:18:35,583
Everyone else is an idiot!
242
00:18:36,792 --> 00:18:40,458
Watch your back, Ock!
243
00:18:47,792 --> 00:18:49,125
Harry!
244
00:18:52,000 --> 00:18:54,208
We are not finished.
245
00:18:55,375 --> 00:18:56,375
I am.
246
00:19:03,417 --> 00:19:06,750
Your targeting is grotesquely inaccurate.
247
00:19:07,458 --> 00:19:10,166
Maybe. If I was aiming at you.
248
00:19:13,750 --> 00:19:16,542
What? Octavius.
249
00:19:17,333 --> 00:19:20,417
He did this to us.
250
00:19:23,125 --> 00:19:24,834
This ends now!
251
00:19:24,834 --> 00:19:28,375
Do not betray me.
I helped you achieve greatness!
252
00:19:29,208 --> 00:19:32,041
You used us, and you will pay!
253
00:19:43,208 --> 00:19:45,375
Harry?
254
00:19:48,458 --> 00:19:50,625
I don't feel right.
255
00:19:55,291 --> 00:19:56,750
I just wanted to be a hero.
256
00:20:00,208 --> 00:20:03,417
Trust me, you are.
257
00:20:16,834 --> 00:20:21,375
I saw what you did on the news.
You were magnificent, Harry.
258
00:20:22,208 --> 00:20:25,458
Yes, he was. He saved my life.
259
00:20:26,834 --> 00:20:29,875
But I think he might've gotten hurt
in the fight with Ock.
260
00:20:29,959 --> 00:20:32,083
I'm okay, really.
261
00:20:33,083 --> 00:20:35,125
- You need to see a doctor.
- I will.
262
00:20:36,250 --> 00:20:40,000
You know, it was good to work together.
263
00:20:41,417 --> 00:20:44,041
Yeah, maybe we can do this again sometime.
264
00:20:52,792 --> 00:20:55,458
I told you to take Spider-Man out.
265
00:20:56,333 --> 00:20:57,458
You failed me.
266
00:20:58,500 --> 00:21:02,250
But, Dad, it wasn't his fault.
He was being mind-controlled.
267
00:21:02,875 --> 00:21:04,959
That's what he wanted you to think.
268
00:21:05,041 --> 00:21:07,375
Don't you find it suspicious
he was the only one
269
00:21:07,375 --> 00:21:10,333
who could overcome the mind control
by himself?
270
00:21:11,959 --> 00:21:17,083
- I inspired him.
- You're being naive.
271
00:21:17,083 --> 00:21:20,834
This was all Spider-Man's plan,
and he made Ock take the fall.
272
00:21:22,458 --> 00:21:26,000
Spider-Man's playing New York City
for fools.
273
00:21:27,625 --> 00:21:30,625
And it's time he finally met his match.
21067
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