Original subtitles

When life as Peter Parker stresses me out,

which is pretty much always,

sometimes being Spider-Man is just what I need to lift my spirits.

There he is, that menace.

Is he really that bad?

Haven't you seen the Daily Bugle?

He's dangerous, reckless.

And sometimes not so much.

Look how much damage Spider-Man has caused!

He calls himself a hero? I only see a menace.

Not only is J. Jonah Jameson at the Daily Bugle

making me look bad,

I'm the genius who sold him that footage for tuition money.

Time to get some video

that'll be impossible for J.J.J. to use against me.

Hero time USA.

- Stopping jewelry thieves. - Whoa!

Crime Fighting 101.

Cut! Who let this clown on set?

My agent will hear about this!

I'm gonna say it! I'm gonna say it!

Saving this building is dynamite! Hah!

Oh, great. It only took me three hours

to do the wiring on that TNT for tomorrow's controlled demolition.

But I love starting over.

That did not sound sincere.

"Delete" button, you're my new best friend.

I should have had this camera drone last year,

back in my glory days,

when everyone thought I was the hero and Doc Ock-- Huh? Was the villain?

Hey, Otto. Aren't you supposed to be a good guy now?

Because here's the thing. Good guys don't rob banks.

Wait. Hold on. Who are you?

You're not Doc Ock.

Oh, I know I'm not,

because Octavius is sheer perfection.

I only dream of achieving a fraction of his glory.

Okay. Those are the two craziest sentences I've ever heard.

But my hero will be so proud if I eliminate his peskiest problem.

His personality?

Oh, wait.

You mean me!

Hey!

We just met.

Has no one ever taught you the importance of a first impression?

Octavius is the only person I care about impressing.

And I can't think of a better way to do that

than by destroying you!

Buy him a gift!

New test tubes,

a better sense of style. Whoa!

Whoa!

Oh! That was so easy.

Yay me.

First, Spider-Man is defeated.

Now I get the secret to unlimited power!

Oh, I knew I'd be a natural at this.

Money? This is not what I want!

Then, news flash, you shouldn't have robbed a bank.

The transfer orders I hacked

say the crystals won't be moved until tomorrow.

Wait.

Oh, no. I have the dates wrong.

Oh! So humiliating.

You mis-scheduled your evil master plan?

I'm a very busy person, okay?

And it's tough to keep track of things.

Is this your first day on the job?

Don't insult me! It's my second.

Now get over here so I can hit you!

That's not how this works.

Have you ever read your super villain manual,

Doc-Not-Ock?

Hey, what should we call you?

Professor Tentacle?

Oh! Lab Assistant Lotsa Limbs.

Whatever you're doing, stop!

Oh! Delightful.

Your timing could not be more perfect.

She's gone.

Is that Doc Ock's girlfriend?

Maybe it was just his sister.

No clue who she was,

but she was looking for some kind of crystals.

Sure. That quartz cluster we had.

Real valuable. But we shipped it to the docks this morning.

Epic! No way J.J.J. can use this to make me look bad.

First he gets beaten.

Then he can't even help the guards.

Who is this incompetent buffoon,

and why isn't he being arrested?

GIRL 1: Spider-Man should've just let those guards handle it.

GIRL 2: Seriously. At least they're trained to protect people.

How can J.J.J. keep doing this?

- Come on, Pete. - Huh?

We don't want to be late to Dr. Octavius' class.

He's gonna pick the project leaders for the Neuro-Cortex.

Speaking of Ock,

you'll never believe what I came across last night.

- It was a-- - A woman using octopus arms?

Yeah. Sure seemed like your kind of gear.

Mine? No, no.

That tech is clearly an inferior knockoff. Look at the-- Oh.

Wait. I recognize her.

Carolyn Trainer.

She was in the cell next to mine when I was being criminally rehabilitated.

Has she tried to contact you?

Oh, heavens, no.

Let us just say I feared her release would lead to something like this.

Would it be a problem

if we need to contact you for more information?

Of course not.

I hope you can help that poor woman and keep her very far away from me.

I am working diligently to start a new life,

and do not need hangers-on.

Uh, are we sure that isn't an Ock clone

with all the Ock removed?

He's taking this "turning over a new leaf" thing very seriously.

I'm surprised he hasn't started opening classes with group hugs.

I'd like to begin today's lecture with a group hug.

You're probably wondering why I'm trying this looser lecture format.

Well, in order to properly grasp the science behind the Neuro-Cortex,

I've designed our classroom to be more spontaneous

and random.

Mr. Octavius?

Call me Otto.

And there is no need to raise your hand.

Just speak out.

Um, Otto,

sitting on the floor doesn't seem

like what professional scientists would do.

True, Anya, but our goal is to break the mold.

This format is a mirror to how the human mind itself operates.

But you had the courage to question me.

Good. That's one of the reasons

I'm picking you to be one of the leaders

of our three Neuro-Cortex development teams,

along with Gwen and Miles.

Our first meeting is this evening.

Of course, there will be a chance

for everyone to contribute to the Neuro-Cortex.

My intention is for all students,

no matter their skill level,

to feel involved.

A development leader for the Neuro-Cortex?

This is huge.

This could set me on track for top colleges.

I'm thrilled for you.

Oh.

Sorry, Pete.

I wish you got picked, too.

We'd have a blast.

I can't blame Ock.

I haven't been focusing on school like I should.

All I was thinking about during class was finding Carolyn Trainer.

You got to find a better school-life balance, buddy.

Tell you what. After the Neuro-Cortex meeting,

I'll help you track her down.

- Deal? - Deal.

Thanks, Miles.

Can we talk, Mr. Jameson?

You've got 11 seconds, kid.

The footage I gave you of Spider-Man.

You're not being truthful with it.

He's a hero.

You see a hero,

I see a masked vigilante with no skills, who doesn't answer to anyone.

Iron Man, Captain America, now, those are real heroes.

We know their names. We know where they live.

Why does Spider-Man wear a mask?

Who is he? What's he hiding?

Maybe he's a--

well, trying to protect his family or something.

Weak excuse.

The public needs to wake up to the truth about this costumed menace,

and I'm just the man to make that happen.

Then...

I can't sell you any more footage.

Ha. Your choice, kid.

You don't do it, I'll find somebody else who will.

You know where the door is.

Hey, Miles.

I tracked those crystals Carolyn Trainer was looking for

to a warehouse by the river.

But I've been staking it out for hours, and she's a no-show.

I wouldn't bother coming.

Looks like this is a bust.

- Whoa! I lied! - Hello, little bug.

I was hoping we'd meet again

so I could make you pay for your crimes against Ock's genius!

You have the worst social skills.

Uh-uh-uh! Not so.

Look how many friends I've made.

Okay, I admit I made them in my workshop,

but that still counts, right?

Octobots, attack!

Ow! Aren't you supposed to keep dangerous pets on a leash?

Leash these little cuties?

Aw, no way.

And get this. I programmed them with Ock's superior tactics.

It's almost like fighting with the original Doc Ock, right?

Only they aren't constantly talking about how smart they are.

Ha! Otto does do that.

I love it. He's so unhindered by modesty.

Play nice while Mommy acquires the stolen goods.

Wait. You guys do teamwork?

That's nothing like the original Doc Ock!

Oh, my, Octobots.

What big teeth you have.

How about you chew on this?

Face it, web-head, now that there's a whole Ock family,

you're all washed up.

"Washed up"? What do you mean by--

Aah!

I am so glad no one was there to see that.

Ohh.

I shouldn't have told you not to come.

I could have used your help.

Did you get my voice mail?

Uh, no. Sorry.

I just went home and fell asleep.

Brainstorming on the Neuro-Cortex was amazing but exhausting.

I barely remember going home.

I woke up in my clothes.

For real?

Ah, don't worry. I changed.

Uh, not that.

Carolyn Trainer doesn't have a criminal record,

but Ock said they had cells next to each other.

Why would she be behind bars?

She's just a researcher with a PhD in electrical engineering.

Having very little common sense

apparently didn't stop her from getting an advanced degree.

Another thing about her,

she buys her Octobot parts at a hardware store.

I recognize almost all these components from my projects.

Time for the Spider-men to go to work?

Ah, can't. We have another Neuro-Cortex development meeting this afternoon.

But call me if you need help later.

This time I'll pick up.

Pete, can I have a word?

Hey, Max.

Uh, is the word "tuition"?

Yeah. Sorry.

I've pushed the board as far as they can go.

If the office doesn't have a payment by tomorrow,

they will give your spot here at Horizon to someone on the wait list.

I understand. I'll find a way.

Tony Stark had the right idea.

Become a billionaire, then become a superhero.

But while I'm trying to find a way to pay for my tuition,

I might as well find where Carolyn Trainer buys her spare parts.

But what am I gonna do,

ask the clerks if they've ever seen a bizarre customer with octopus arms?

Wait. A seafood restaurant next to a hardware store?

No. She wouldn't.

That would be way too obvious. Right?

What on earth could that genius be planning, you guys?

These crystals appear inert.

I don't yet see what he could possibly need them for.

And I thought you were kidding

when you said these things were your friends. Ugh. Creepy.

Uh! Oh, you pest!

Octobots, attack!

Listen, guys, pro tip, when I first got into villain busting,

I was always way over my head.

But now, as an experienced second-year hero,

I've learned the importance of...

being prepared.

My little Ottos!

What has that maniac done to you?

You're the one trying to team up with a reformed super villain,

but I'm the maniac.

"Reformed"? Ha! As if.

Otto hasn't revealed all the steps of his plan to me,

but he promised that if I follow his orders,

we'll rule this city together.

Together.

Have you even met Ock?

Sharing isn't exactly his strong suit.

Besides, Otto gave your name to the police.

He's collaborating with them and not you.

I know that's not true.

Are you suggesting Otto broke our promise?

Are you calling him a liar?

One of you is lying.

Time to find out which one.

By the way, say hello to the cops for me.

I'll be sending them right over.

Fortunately, it'll be easy to find Ock.

The Neuro-Cortex Club is still in session.

Okay. Creepy much?

Locked door, eerie lighting.

What kind of a school project meeting is this?

What?

I know it might appear frightening, Spider-Man,

but that's often what real progress looks like.

Octavius. What are you doing to these students?

What I'm doing to them is irrelevant.

What they are doing for me will change the world forever.

Your little experiment ends now.

- Whoa! - Do not do that, Spider-Man!

Wait. How?

I told everyone the potential of the Neuro-Cortex was limitless,

and behold, it has enabled me

to unlock the most important force in the world,

my own mind!

Didn't know you were into magic tricks.

How are you doing all this? Whoa.

Some would call them telekinetic powers,

mentally manipulating quantum entanglement.

Einstein called it "spooky action at a distance."

But I call it the future!

Not one I want to live in.

Did you know that the neurons in the human brain

can send dozens of signals per second?

Oh, yeah? Fascinating, Dr. Irrelevant.

Point?

- Uh! - You are fast, Spider-Man,

but not faster than the speed of thought.

The students' brains are acting as parallel processors,

helping the Neuro-Cortex process quantum software

that pushes my genius to the very limit!

You can't just use their neural pathways like computer circuits.

That could fry their minds.

Aah!

A small sacrifice to take human existence to the next level.

The physical shall limit me no longer.

Those arms were fused to you.

They were impossible to remove.

Nothing is impossible to me now.

Max Modell, Norman Osborn,

none of them could see my true brilliance.

They laughed at me. Who is laughing now?

Imagine a world run by my mind.

The perfect world!

You were lying to everybody.

Wait. The wild pack, Carolyn Trainer.

What about those stolen crystals?

That was all you?

Hmm. Brilliant, wasn't it?

I played everyone like chess pieces, including you.

Carolyn Trainer was only a tool

keeping you busy while I reached my true potential.

You used me?

Otto, how could you?

I didn't wind up in prison by accident.

I hacked the system and falsified my own conviction

just to meet you.

You said we would be together!

I did everything you asked of me!

You served my purpose for a while, Carolyn.

That is more than most. Be content with that.

Miles. Tell me you can hear me.

Miles, please.

I need your help!

Gwen! Anya!

Take back control.

You have to fight him.

What?

Did I do that?

They're fighting back.

Then let's help them.

Now, that's using your brain.

They hit him mentally, we hit him physically.

How? This is impossible!

This city. Am I right?

They're okay, just unconscious.

Well, can't say the same for Otto.

He's alive, but this is a deep coma.

Oh.

I knew the police would find me again.

Do you know how hard it was to escape from them?

No, I don't, but I do know I couldn't have done this

without your help tonight.

Maybe it's time to admit you're a terrible super villain.

Ock was so inspiring.

He made me feel like I belonged to something greater.

But it was all a lie.

It's not too late to make a difference, Carolyn.

If you get a second chance,

don't blow it like Otto Octavius did.

I missed something, didn't I?

Miles. Pete's been telling us a story that's hard to believe.

Doc Ock with telekinetic powers?

Do you remember any of this?

No.

I just--

I think I dreamt about Spider-Man.

He needed help.

Apparently, he came to save you guys from Ock last night,

but you ended up saving him.

Well, that part sounds believable.

The three of you are the lucky ones.

Ock tried to expand his mind,

but it looks like he overloaded it.

Make sure you thank Spider-Man for letting me see this.

I'm putting much stricter safeguards on the use of the Neuro-Cortex.

I never should have let Otto near it.

To be fair, Otto had everyone fooled.

But he did prove one thing,

the Neuro-Cortex does have potential for truly amazing things.

Amazing things I really want you to be a part of, Peter.

Fantastic, kid.

I'm glad you changed your mind.

In fact, why don't I put you on retainer?

Keep bringing me this kind of material, and you'll have a regular job here.

Yes, sir, Mr. Jameson.

Maybe this'll help you up your game, Brock.

A little competition from a school kid

could push you to do some good work once in a while.

Uh, heh heh.

There you are.

Guys, you shouldn't have to be the ones to clean up the lab

where a teacher-slash- super villain went ballistic.

It's what we have to do if we want to get back to work.

The Neuro-Cortex isn't gonna develop itself.

All right. Well, if this is where the party is, then I'll help out.

You have a weird definition of "party."

It might not be the social event of the year,

but I'm cool wherever you guys are.

When I came to Horizon, I didn't know anyone,

and now I can't imagine life without you.

I thought you were here to clean, not get all sappy on us.

I'm sorry about what happened with Otto.

But the good news,

he won't be causing us any more grief this year.