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1
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When life as Peter Parker stresses me out,
2
00:00:03,879 --> 00:00:05,297
which is pretty much always,
3
00:00:05,297 --> 00:00:08,967
sometimes being Spider-Man
is just what I need to lift my spirits.
4
00:00:09,051 --> 00:00:10,928
There he is, that menace.
5
00:00:10,928 --> 00:00:12,596
Is he really that bad?
6
00:00:12,596 --> 00:00:14,223
Haven't you seen the Daily Bugle?
7
00:00:14,223 --> 00:00:15,891
He's dangerous, reckless.
8
00:00:17,351 --> 00:00:19,811
And sometimes not so much.
9
00:00:20,229 --> 00:00:22,814
Look how much
damage Spider-Man has caused!
10
00:00:22,898 --> 00:00:25,567
He calls himself a hero?
I only see a menace.
11
00:00:25,984 --> 00:00:28,237
Not only is J. Jonah Jameson
at the Daily Bugle
12
00:00:28,237 --> 00:00:29,988
making me look bad,
13
00:00:30,072 --> 00:00:32,950
I'm the genius who sold him that footage
for tuition money.
14
00:00:33,534 --> 00:00:35,202
Time to get some video
15
00:00:35,202 --> 00:00:37,871
that'll be impossible
for J.J.J. to use against me.
16
00:00:38,163 --> 00:00:40,123
Hero time USA.
17
00:00:40,999 --> 00:00:42,584
- Stopping jewelry thieves.
- Whoa!
18
00:00:42,668 --> 00:00:44,336
Crime Fighting 101.
19
00:00:44,336 --> 00:00:47,005
Cut! Who let this clown on set?
20
00:00:47,589 --> 00:00:49,800
My agent will hear about this!
21
00:00:49,800 --> 00:00:51,885
I'm gonna say it! I'm gonna say it!
22
00:00:51,969 --> 00:00:55,472
Saving this building is dynamite! Hah!
23
00:00:57,808 --> 00:01:00,185
Oh, great. It only took me three hours
24
00:01:00,269 --> 00:01:03,564
to do the wiring on that TNT
for tomorrow's controlled demolition.
25
00:01:03,564 --> 00:01:05,649
But I love starting over.
26
00:01:05,649 --> 00:01:07,693
That did not sound sincere.
27
00:01:08,193 --> 00:01:10,904
"Delete" button,
you're my new best friend.
28
00:01:10,988 --> 00:01:12,990
I should have had this
camera drone last year,
29
00:01:12,990 --> 00:01:14,408
back in my glory days,
30
00:01:14,408 --> 00:01:18,620
when everyone thought I was the hero
and Doc Ock-- Huh? Was the villain?
31
00:01:25,586 --> 00:01:28,172
Hey, Otto. Aren't you supposed
to be a good guy now?
32
00:01:28,172 --> 00:01:31,133
Because here's the thing.
Good guys don't rob banks.
33
00:01:31,425 --> 00:01:33,385
Wait. Hold on. Who are you?
34
00:01:33,385 --> 00:01:35,095
You're not Doc Ock.
35
00:01:35,179 --> 00:01:36,680
Oh, I know I'm not,
36
00:01:36,680 --> 00:01:39,600
because Octavius is sheer perfection.
37
00:01:39,850 --> 00:01:43,061
I only dream of achieving
a fraction of his glory.
38
00:01:44,521 --> 00:01:47,524
Okay. Those are the two
craziest sentences I've ever heard.
39
00:01:47,608 --> 00:01:52,863
But my hero will be so proud
if I eliminate his peskiest problem.
40
00:01:55,032 --> 00:01:56,658
His personality?
41
00:01:56,742 --> 00:01:57,951
Oh, wait.
42
00:01:58,994 --> 00:02:00,537
You mean me!
43
00:02:13,217 --> 00:02:14,301
Hey!
44
00:02:14,301 --> 00:02:15,928
We just met.
45
00:02:15,928 --> 00:02:19,014
Has no one ever taught you
the importance of a first impression?
46
00:02:21,767 --> 00:02:25,562
Octavius is the only person
I care about impressing.
47
00:02:25,979 --> 00:02:28,023
And I can't think
of a better way to do that
48
00:02:28,023 --> 00:02:30,150
than by destroying you!
49
00:02:30,984 --> 00:02:32,236
Buy him a gift!
50
00:02:32,236 --> 00:02:33,445
New test tubes,
51
00:02:33,779 --> 00:02:35,322
a better sense of style. Whoa!
52
00:02:40,077 --> 00:02:41,161
Whoa!
53
00:02:46,041 --> 00:02:48,085
Oh! That was so easy.
54
00:02:48,293 --> 00:02:49,336
Yay me.
55
00:02:50,587 --> 00:02:52,297
First, Spider-Man is defeated.
56
00:02:52,381 --> 00:02:54,967
Now I get the secret to unlimited power!
57
00:02:54,967 --> 00:02:56,927
Oh, I knew I'd be a natural at this.
58
00:03:02,391 --> 00:03:04,810
Money? This is not what I want!
59
00:03:06,770 --> 00:03:09,940
Then, news flash,
you shouldn't have robbed a bank.
60
00:03:10,440 --> 00:03:12,276
The transfer orders I hacked
61
00:03:12,276 --> 00:03:14,695
say the crystals won't be
moved until tomorrow.
62
00:03:14,987 --> 00:03:16,238
Wait.
63
00:03:16,238 --> 00:03:19,491
Oh, no. I have the dates wrong.
64
00:03:19,575 --> 00:03:21,910
Oh! So humiliating.
65
00:03:22,744 --> 00:03:25,789
You mis-scheduled your evil master plan?
66
00:03:25,873 --> 00:03:27,791
I'm a very busy person, okay?
67
00:03:27,875 --> 00:03:29,543
And it's tough to keep track of things.
68
00:03:29,543 --> 00:03:31,128
Is this your first day on the job?
69
00:03:31,128 --> 00:03:33,672
Don't insult me! It's my second.
70
00:03:33,672 --> 00:03:35,924
Now get over here so I can hit you!
71
00:03:36,008 --> 00:03:37,551
That's not how this works.
72
00:03:37,759 --> 00:03:40,012
Have you ever read
your super villain manual,
73
00:03:40,012 --> 00:03:41,180
Doc-Not-Ock?
74
00:03:41,180 --> 00:03:42,806
Hey, what should we call you?
75
00:03:42,890 --> 00:03:43,974
Professor Tentacle?
76
00:03:44,308 --> 00:03:46,185
Oh! Lab Assistant Lotsa Limbs.
77
00:03:46,185 --> 00:03:48,020
Whatever you're doing, stop!
78
00:03:48,020 --> 00:03:49,771
Oh! Delightful.
79
00:03:49,855 --> 00:03:52,149
Your timing could
not be more perfect.
80
00:03:58,780 --> 00:03:59,948
She's gone.
81
00:04:00,032 --> 00:04:01,867
Is that Doc Ock's girlfriend?
82
00:04:02,201 --> 00:04:04,119
Maybe it was just his sister.
83
00:04:04,203 --> 00:04:05,704
No clue who she was,
84
00:04:05,704 --> 00:04:07,789
but she was looking
for some kind of crystals.
85
00:04:07,873 --> 00:04:10,209
Sure. That quartz cluster we had.
86
00:04:10,209 --> 00:04:13,378
Real valuable. But we shipped
it to the docks this morning.
87
00:04:16,340 --> 00:04:20,219
Epic! No way J.J.J. can use
this to make me look bad.
88
00:04:22,554 --> 00:04:23,931
First he gets beaten.
89
00:04:23,931 --> 00:04:25,641
Then he can't even help the guards.
90
00:04:25,641 --> 00:04:27,309
Who is this incompetent buffoon,
91
00:04:27,309 --> 00:04:29,144
and why isn't he being arrested?
92
00:04:30,354 --> 00:04:32,940
GIRL 1: Spider-Man should've just
let those guards handle it.
93
00:04:32,940 --> 00:04:36,443
GIRL 2: Seriously. At least
they're trained to protect people.
94
00:04:36,527 --> 00:04:40,072
How can J.J.J. keep doing this?
95
00:04:40,072 --> 00:04:41,323
- Come on, Pete.
- Huh?
96
00:04:41,323 --> 00:04:43,575
We don't want to be late
to Dr. Octavius' class.
97
00:04:43,659 --> 00:04:46,620
He's gonna pick the project leaders
for the Neuro-Cortex.
98
00:04:46,620 --> 00:04:48,205
Speaking of Ock,
99
00:04:48,205 --> 00:04:50,374
you'll never believe
what I came across last night.
100
00:04:50,374 --> 00:04:53,460
- It was a--
- A woman using octopus arms?
101
00:04:53,544 --> 00:04:56,380
Yeah. Sure seemed like your kind of gear.
102
00:04:56,797 --> 00:04:58,632
Mine? No, no.
103
00:04:58,632 --> 00:05:02,678
That tech is clearly an inferior knockoff.
Look at the-- Oh.
104
00:05:02,678 --> 00:05:05,013
Wait. I recognize her.
105
00:05:05,097 --> 00:05:06,515
Carolyn Trainer.
106
00:05:06,515 --> 00:05:10,352
She was in the cell next to mine
when I was being criminally rehabilitated.
107
00:05:10,352 --> 00:05:12,354
Has she tried to contact you?
108
00:05:12,354 --> 00:05:13,939
Oh, heavens, no.
109
00:05:13,939 --> 00:05:18,360
Let us just say I feared her release
would lead to something like this.
110
00:05:18,360 --> 00:05:19,486
Would it be a problem
111
00:05:19,570 --> 00:05:21,530
if we need to contact you
for more information?
112
00:05:21,530 --> 00:05:22,698
Of course not.
113
00:05:22,698 --> 00:05:26,827
I hope you can help that poor woman
and keep her very far away from me.
114
00:05:26,827 --> 00:05:29,246
I am working diligently
to start a new life,
115
00:05:29,246 --> 00:05:31,373
and do not need hangers-on.
116
00:05:31,373 --> 00:05:34,209
Uh, are we sure that isn't an Ock clone
117
00:05:34,293 --> 00:05:35,794
with all the Ock removed?
118
00:05:35,878 --> 00:05:39,131
He's taking this "turning over a new leaf"
thing very seriously.
119
00:05:39,131 --> 00:05:42,843
I'm surprised he hasn't
started opening classes with group hugs.
120
00:05:44,428 --> 00:05:48,682
I'd like to begin today's lecture
with a group hug.
121
00:05:51,059 --> 00:05:55,314
You're probably wondering
why I'm trying this looser lecture format.
122
00:05:55,314 --> 00:05:59,735
Well, in order to properly grasp
the science behind the Neuro-Cortex,
123
00:05:59,735 --> 00:06:03,197
I've designed our classroom
to be more spontaneous
124
00:06:03,614 --> 00:06:05,032
and random.
125
00:06:05,782 --> 00:06:06,950
Mr. Octavius?
126
00:06:07,117 --> 00:06:08,368
Call me Otto.
127
00:06:08,452 --> 00:06:10,370
And there is no need to raise your hand.
128
00:06:10,454 --> 00:06:11,663
Just speak out.
129
00:06:11,955 --> 00:06:13,207
Um, Otto,
130
00:06:13,540 --> 00:06:15,083
sitting on the floor doesn't seem
131
00:06:15,167 --> 00:06:17,169
like what professional
scientists would do.
132
00:06:17,336 --> 00:06:20,172
True, Anya, but our goal
is to break the mold.
133
00:06:20,380 --> 00:06:23,926
This format is a mirror
to how the human mind itself operates.
134
00:06:24,134 --> 00:06:26,595
But you had the courage to question me.
135
00:06:26,595 --> 00:06:28,555
Good. That's one of the reasons
136
00:06:28,639 --> 00:06:30,682
I'm picking you to be one of the leaders
137
00:06:30,766 --> 00:06:33,060
of our three Neuro-Cortex
development teams,
138
00:06:33,060 --> 00:06:34,686
along with Gwen and Miles.
139
00:06:34,770 --> 00:06:36,688
Our first meeting is this evening.
140
00:06:37,064 --> 00:06:38,690
Of course, there will be a chance
141
00:06:38,774 --> 00:06:41,568
for everyone to contribute
to the Neuro-Cortex.
142
00:06:41,652 --> 00:06:43,904
My intention is for all students,
143
00:06:43,904 --> 00:06:46,073
no matter their skill level,
144
00:06:46,073 --> 00:06:47,533
to feel involved.
145
00:06:49,326 --> 00:06:51,495
A development leader for the Neuro-Cortex?
146
00:06:51,495 --> 00:06:52,955
This is huge.
147
00:06:52,955 --> 00:06:55,123
This could set me on track
for top colleges.
148
00:06:55,207 --> 00:06:56,542
I'm thrilled for you.
149
00:06:56,917 --> 00:06:57,918
Oh.
150
00:06:57,918 --> 00:06:59,711
Sorry, Pete.
151
00:06:59,795 --> 00:07:01,129
I wish you got picked, too.
152
00:07:01,213 --> 00:07:02,589
We'd have a blast.
153
00:07:02,673 --> 00:07:04,299
I can't blame Ock.
154
00:07:04,383 --> 00:07:06,718
I haven't been focusing
on school like I should.
155
00:07:06,802 --> 00:07:09,972
All I was thinking about during class
was finding Carolyn Trainer.
156
00:07:10,848 --> 00:07:13,475
You got to find a better
school-life balance, buddy.
157
00:07:13,559 --> 00:07:16,019
Tell you what.
After the Neuro-Cortex meeting,
158
00:07:16,103 --> 00:07:17,354
I'll help you track her down.
159
00:07:17,354 --> 00:07:18,981
- Deal?
- Deal.
160
00:07:19,439 --> 00:07:20,774
Thanks, Miles.
161
00:07:21,191 --> 00:07:22,526
Can we talk, Mr. Jameson?
162
00:07:22,526 --> 00:07:24,152
You've got 11 seconds, kid.
163
00:07:24,361 --> 00:07:26,196
The footage I gave you of Spider-Man.
164
00:07:26,697 --> 00:07:28,198
You're not being truthful with it.
165
00:07:28,282 --> 00:07:29,283
He's a hero.
166
00:07:29,283 --> 00:07:30,617
You see a hero,
167
00:07:30,701 --> 00:07:34,454
I see a masked vigilante with no skills,
who doesn't answer to anyone.
168
00:07:34,538 --> 00:07:37,875
Iron Man, Captain America,
now, those are real heroes.
169
00:07:37,875 --> 00:07:40,043
We know their names.
We know where they live.
170
00:07:40,127 --> 00:07:41,712
Why does Spider-Man wear a mask?
171
00:07:41,712 --> 00:07:43,213
Who is he? What's he hiding?
172
00:07:43,297 --> 00:07:44,673
Maybe he's a--
173
00:07:44,673 --> 00:07:47,092
well, trying to protect
his family or something.
174
00:07:47,176 --> 00:07:48,427
Weak excuse.
175
00:07:48,427 --> 00:07:51,805
The public needs to wake up to the truth
about this costumed menace,
176
00:07:51,889 --> 00:07:54,308
and I'm just the man to make that happen.
177
00:07:54,683 --> 00:07:56,018
Then...
178
00:07:56,018 --> 00:07:57,895
I can't sell you any more footage.
179
00:07:57,895 --> 00:07:59,730
Ha. Your choice, kid.
180
00:07:59,730 --> 00:08:02,065
You don't do it, I'll find
somebody else who will.
181
00:08:02,149 --> 00:08:03,567
You know where the door is.
182
00:08:06,069 --> 00:08:07,154
Hey, Miles.
183
00:08:07,154 --> 00:08:09,573
I tracked those crystals
Carolyn Trainer was looking for
184
00:08:09,573 --> 00:08:11,283
to a warehouse by the river.
185
00:08:11,283 --> 00:08:14,244
But I've been staking it out for hours,
and she's a no-show.
186
00:08:14,328 --> 00:08:15,704
I wouldn't bother coming.
187
00:08:15,704 --> 00:08:17,039
Looks like this is a bust.
188
00:08:19,082 --> 00:08:21,960
- Whoa! I lied!
- Hello, little bug.
189
00:08:22,044 --> 00:08:23,921
I was hoping we'd meet again
190
00:08:23,921 --> 00:08:28,175
so I could make you
pay for your crimes against Ock's genius!
191
00:08:29,885 --> 00:08:31,762
You have the worst social skills.
192
00:08:32,095 --> 00:08:34,097
Uh-uh-uh! Not so.
193
00:08:34,181 --> 00:08:36,892
Look how many friends I've made.
194
00:08:36,892 --> 00:08:39,102
Okay, I admit I made them in my workshop,
195
00:08:39,186 --> 00:08:41,230
but that still counts, right?
196
00:08:41,230 --> 00:08:43,440
Octobots, attack!
197
00:08:47,277 --> 00:08:50,656
Ow! Aren't you supposed to keep
dangerous pets on a leash?
198
00:08:51,031 --> 00:08:53,075
Leash these little cuties?
199
00:08:53,075 --> 00:08:54,952
Aw, no way.
200
00:08:54,952 --> 00:08:58,580
And get this. I programmed them
with Ock's superior tactics.
201
00:08:59,248 --> 00:09:02,751
It's almost like fighting
with the original Doc Ock, right?
202
00:09:02,835 --> 00:09:05,504
Only they aren't constantly talking
about how smart they are.
203
00:09:05,796 --> 00:09:08,048
Ha! Otto does do that.
204
00:09:08,048 --> 00:09:10,884
I love it. He's so unhindered by modesty.
205
00:09:11,635 --> 00:09:14,847
Play nice while Mommy
acquires the stolen goods.
206
00:09:19,393 --> 00:09:21,562
Wait. You guys do teamwork?
207
00:09:22,938 --> 00:09:24,940
That's nothing like the original Doc Ock!
208
00:09:28,527 --> 00:09:30,320
Oh, my, Octobots.
209
00:09:30,404 --> 00:09:32,573
What big teeth you have.
210
00:09:40,205 --> 00:09:42,040
How about you chew on this?
211
00:09:44,042 --> 00:09:47,796
Face it, web-head,
now that there's a whole Ock family,
212
00:09:47,880 --> 00:09:50,132
you're all washed up.
213
00:09:50,549 --> 00:09:52,676
"Washed up"? What do you mean by--
214
00:09:52,676 --> 00:09:54,803
Aah!
215
00:10:02,436 --> 00:10:05,022
I am so glad no one was there to see that.
216
00:10:07,107 --> 00:10:08,108
Ohh.
217
00:10:09,526 --> 00:10:11,528
I shouldn't have
told you not to come.
218
00:10:11,612 --> 00:10:12,905
I could have used your help.
219
00:10:12,905 --> 00:10:14,281
Did you get my voice mail?
220
00:10:14,656 --> 00:10:16,325
Uh, no. Sorry.
221
00:10:16,325 --> 00:10:18,035
I just went home and fell asleep.
222
00:10:18,035 --> 00:10:21,663
Brainstorming on the Neuro-Cortex
was amazing but exhausting.
223
00:10:22,080 --> 00:10:23,540
I barely remember going home.
224
00:10:24,041 --> 00:10:25,417
I woke up in my clothes.
225
00:10:25,584 --> 00:10:26,627
For real?
226
00:10:26,627 --> 00:10:28,629
Ah, don't worry. I changed.
227
00:10:28,879 --> 00:10:30,589
Uh, not that.
228
00:10:30,589 --> 00:10:33,175
Carolyn Trainer doesn't
have a criminal record,
229
00:10:33,175 --> 00:10:35,802
but Ock said they had
cells next to each other.
230
00:10:35,886 --> 00:10:37,346
Why would she be behind bars?
231
00:10:37,346 --> 00:10:40,766
She's just a researcher
with a PhD in electrical engineering.
232
00:10:41,725 --> 00:10:43,519
Having very little common sense
233
00:10:43,519 --> 00:10:46,396
apparently didn't
stop her from getting an advanced degree.
234
00:10:47,022 --> 00:10:48,482
Another thing about her,
235
00:10:48,482 --> 00:10:51,401
she buys her Octobot parts
at a hardware store.
236
00:10:51,485 --> 00:10:54,821
I recognize almost all these
components from my projects.
237
00:10:54,905 --> 00:10:57,241
Time for the Spider-men to go to work?
238
00:10:58,033 --> 00:11:02,079
Ah, can't. We have another Neuro-Cortex
development meeting this afternoon.
239
00:11:02,079 --> 00:11:04,206
But call me if you need help later.
240
00:11:04,206 --> 00:11:05,582
This time I'll pick up.
241
00:11:06,875 --> 00:11:08,669
Pete, can I have a word?
242
00:11:08,669 --> 00:11:10,128
Hey, Max.
243
00:11:10,462 --> 00:11:12,339
Uh, is the word "tuition"?
244
00:11:12,548 --> 00:11:13,882
Yeah. Sorry.
245
00:11:13,966 --> 00:11:16,134
I've pushed the board
as far as they can go.
246
00:11:16,552 --> 00:11:18,887
If the office doesn't have
a payment by tomorrow,
247
00:11:18,971 --> 00:11:22,099
they will give your spot here at Horizon
to someone on the wait list.
248
00:11:22,099 --> 00:11:24,768
I understand. I'll find a way.
249
00:11:27,354 --> 00:11:29,314
Tony Stark had the right idea.
250
00:11:29,398 --> 00:11:32,442
Become a billionaire,
then become a superhero.
251
00:11:32,776 --> 00:11:35,404
But while I'm trying to find
a way to pay for my tuition,
252
00:11:35,404 --> 00:11:38,448
I might as well find where Carolyn Trainer
buys her spare parts.
253
00:11:39,533 --> 00:11:40,826
But what am I gonna do,
254
00:11:40,826 --> 00:11:44,705
ask the clerks if they've ever seen
a bizarre customer with octopus arms?
255
00:11:45,289 --> 00:11:48,876
Wait. A seafood restaurant
next to a hardware store?
256
00:11:49,168 --> 00:11:50,669
No. She wouldn't.
257
00:11:51,044 --> 00:11:53,005
That would be way too obvious. Right?
258
00:11:57,134 --> 00:12:00,053
What on earth could that
genius be planning, you guys?
259
00:12:01,096 --> 00:12:03,098
These crystals appear inert.
260
00:12:03,182 --> 00:12:05,601
I don't yet see what he
could possibly need them for.
261
00:12:05,601 --> 00:12:07,227
And I thought you were kidding
262
00:12:07,311 --> 00:12:10,439
when you said these things
were your friends. Ugh. Creepy.
263
00:12:10,439 --> 00:12:12,941
Uh! Oh, you pest!
264
00:12:13,025 --> 00:12:14,735
Octobots, attack!
265
00:12:17,821 --> 00:12:21,450
Listen, guys, pro tip,
when I first got into villain busting,
266
00:12:21,450 --> 00:12:23,619
I was always way over my head.
267
00:12:23,911 --> 00:12:26,371
But now, as an experienced
second-year hero,
268
00:12:26,455 --> 00:12:28,123
I've learned the importance of...
269
00:12:31,627 --> 00:12:32,878
being prepared.
270
00:12:32,878 --> 00:12:35,923
My little Ottos!
271
00:12:35,923 --> 00:12:38,592
What has that maniac done to you?
272
00:12:38,884 --> 00:12:41,845
You're the one trying to team up
with a reformed super villain,
273
00:12:41,929 --> 00:12:43,472
but I'm the maniac.
274
00:12:43,472 --> 00:12:46,725
"Reformed"? Ha! As if.
275
00:12:47,059 --> 00:12:50,062
Otto hasn't revealed all
the steps of his plan to me,
276
00:12:50,062 --> 00:12:52,439
but he promised
that if I follow his orders,
277
00:12:52,523 --> 00:12:54,858
we'll rule this city together.
278
00:12:55,108 --> 00:12:56,276
Together.
279
00:12:56,360 --> 00:12:57,903
Have you even met Ock?
280
00:12:57,903 --> 00:12:59,905
Sharing isn't exactly his strong suit.
281
00:12:59,905 --> 00:13:03,242
Besides, Otto gave your name
to the police.
282
00:13:03,242 --> 00:13:05,369
He's collaborating with them and not you.
283
00:13:05,369 --> 00:13:07,287
I know that's not true.
284
00:13:07,371 --> 00:13:09,873
Are you suggesting Otto broke our promise?
285
00:13:09,957 --> 00:13:12,084
Are you calling him a liar?
286
00:13:13,210 --> 00:13:14,586
One of you is lying.
287
00:13:14,670 --> 00:13:16,088
Time to find out which one.
288
00:13:16,088 --> 00:13:18,298
By the way, say hello to the cops for me.
289
00:13:18,382 --> 00:13:19,716
I'll be sending them right over.
290
00:13:23,595 --> 00:13:25,806
Fortunately, it'll be easy to find Ock.
291
00:13:25,806 --> 00:13:28,642
The Neuro-Cortex Club is still in session.
292
00:13:29,268 --> 00:13:31,311
Okay. Creepy much?
293
00:13:31,603 --> 00:13:33,480
Locked door, eerie lighting.
294
00:13:33,689 --> 00:13:36,066
What kind of a school
project meeting is this?
295
00:13:36,984 --> 00:13:38,068
What?
296
00:13:41,989 --> 00:13:45,075
I know it might
appear frightening, Spider-Man,
297
00:13:45,075 --> 00:13:47,744
but that's often what real
progress looks like.
298
00:13:47,953 --> 00:13:50,998
Octavius. What are you doing
to these students?
299
00:13:54,501 --> 00:13:56,879
What I'm doing to them is irrelevant.
300
00:13:56,879 --> 00:14:01,341
What they are doing for me
will change the world forever.
301
00:14:02,176 --> 00:14:04,344
Your little experiment ends now.
302
00:14:06,138 --> 00:14:09,266
- Whoa!
- Do not do that, Spider-Man!
303
00:14:09,683 --> 00:14:11,101
Wait. How?
304
00:14:11,226 --> 00:14:14,897
I told everyone the potential
of the Neuro-Cortex was limitless,
305
00:14:14,897 --> 00:14:17,107
and behold, it has enabled me
306
00:14:17,191 --> 00:14:20,068
to unlock the most important
force in the world,
307
00:14:20,194 --> 00:14:21,778
my own mind!
308
00:14:31,330 --> 00:14:33,415
Didn't know you were into magic tricks.
309
00:14:36,251 --> 00:14:38,337
How are you doing all this? Whoa.
310
00:14:40,172 --> 00:14:42,424
Some would call them telekinetic powers,
311
00:14:42,508 --> 00:14:44,968
mentally manipulating
quantum entanglement.
312
00:14:45,052 --> 00:14:48,222
Einstein called it
"spooky action at a distance."
313
00:14:48,222 --> 00:14:50,599
But I call it the future!
314
00:14:52,267 --> 00:14:54,144
Not one I want to live in.
315
00:14:54,686 --> 00:14:57,564
Did you know that the neurons
in the human brain
316
00:14:57,648 --> 00:15:00,275
can send dozens of signals per second?
317
00:15:00,609 --> 00:15:03,320
Oh, yeah? Fascinating, Dr. Irrelevant.
318
00:15:03,320 --> 00:15:04,404
Point?
319
00:15:05,864 --> 00:15:08,075
- Uh!
- You are fast, Spider-Man,
320
00:15:08,075 --> 00:15:10,327
but not faster than the speed of thought.
321
00:15:10,327 --> 00:15:14,081
The students' brains
are acting as parallel processors,
322
00:15:14,081 --> 00:15:17,459
helping the Neuro-Cortex
process quantum software
323
00:15:17,543 --> 00:15:20,963
that pushes my genius to the very limit!
324
00:15:21,255 --> 00:15:24,216
You can't just use their neural pathways
like computer circuits.
325
00:15:24,216 --> 00:15:25,884
That could fry their minds.
326
00:15:26,343 --> 00:15:27,928
Aah!
327
00:15:28,679 --> 00:15:32,808
A small sacrifice
to take human existence to the next level.
328
00:15:32,808 --> 00:15:35,644
The physical shall limit me no longer.
329
00:15:41,441 --> 00:15:43,318
Those arms were fused to you.
330
00:15:43,527 --> 00:15:44,903
They were impossible to remove.
331
00:15:45,279 --> 00:15:47,489
Nothing is impossible to me now.
332
00:15:47,573 --> 00:15:50,242
Max Modell, Norman Osborn,
333
00:15:50,242 --> 00:15:52,786
none of them could see my true brilliance.
334
00:15:52,870 --> 00:15:56,123
They laughed at me. Who is laughing now?
335
00:15:56,123 --> 00:15:58,500
Imagine a world run by my mind.
336
00:15:58,709 --> 00:16:00,460
The perfect world!
337
00:16:00,836 --> 00:16:02,546
You were lying to everybody.
338
00:16:03,005 --> 00:16:06,049
Wait. The wild pack, Carolyn Trainer.
339
00:16:06,133 --> 00:16:08,051
What about those stolen crystals?
340
00:16:08,135 --> 00:16:09,469
That was all you?
341
00:16:09,553 --> 00:16:11,638
Hmm. Brilliant, wasn't it?
342
00:16:11,722 --> 00:16:16,185
I played everyone like chess pieces,
including you.
343
00:16:22,232 --> 00:16:24,693
Carolyn Trainer was only a tool
344
00:16:24,693 --> 00:16:27,988
keeping you busy while I
reached my true potential.
345
00:16:32,326 --> 00:16:34,077
You used me?
346
00:16:34,161 --> 00:16:36,413
Otto, how could you?
347
00:16:36,663 --> 00:16:38,749
I didn't wind up in prison by accident.
348
00:16:38,957 --> 00:16:41,335
I hacked the system
and falsified my own conviction
349
00:16:41,335 --> 00:16:42,878
just to meet you.
350
00:16:42,878 --> 00:16:45,380
You said we would be together!
351
00:16:45,464 --> 00:16:48,133
I did everything you asked of me!
352
00:16:48,759 --> 00:16:51,428
You served my purpose
for a while, Carolyn.
353
00:16:51,512 --> 00:16:54,640
That is more than most.
Be content with that.
354
00:17:21,708 --> 00:17:23,919
Miles. Tell me you can hear me.
355
00:17:25,420 --> 00:17:27,005
Miles, please.
356
00:17:27,089 --> 00:17:28,298
I need your help!
357
00:17:28,549 --> 00:17:30,467
Gwen! Anya!
358
00:17:30,634 --> 00:17:31,885
Take back control.
359
00:17:31,969 --> 00:17:33,220
You have to fight him.
360
00:17:43,856 --> 00:17:45,065
What?
361
00:17:45,065 --> 00:17:46,233
Did I do that?
362
00:17:46,233 --> 00:17:47,609
They're fighting back.
363
00:17:48,944 --> 00:17:50,279
Then let's help them.
364
00:17:50,487 --> 00:17:52,239
Now, that's using your brain.
365
00:17:52,239 --> 00:17:54,741
They hit him mentally,
we hit him physically.
366
00:17:55,409 --> 00:17:57,828
How? This is impossible!
367
00:18:16,180 --> 00:18:17,890
This city. Am I right?
368
00:18:19,725 --> 00:18:22,269
They're okay, just unconscious.
369
00:18:22,436 --> 00:18:24,229
Well, can't say the same for Otto.
370
00:18:24,479 --> 00:18:27,274
He's alive, but this is a deep coma.
371
00:18:30,777 --> 00:18:32,654
Oh.
372
00:18:32,738 --> 00:18:35,073
I knew the police would find me again.
373
00:18:35,157 --> 00:18:38,160
Do you know how hard it was
to escape from them?
374
00:18:38,160 --> 00:18:40,996
No, I don't, but I do know
I couldn't have done this
375
00:18:40,996 --> 00:18:42,664
without your help tonight.
376
00:18:42,748 --> 00:18:45,876
Maybe it's time to admit
you're a terrible super villain.
377
00:18:47,169 --> 00:18:50,047
Ock was so inspiring.
378
00:18:50,047 --> 00:18:52,758
He made me
feel like I belonged to something greater.
379
00:18:54,134 --> 00:18:55,761
But it was all a lie.
380
00:18:58,931 --> 00:19:01,475
It's not too late to make
a difference, Carolyn.
381
00:19:01,475 --> 00:19:03,227
If you get a second chance,
382
00:19:03,227 --> 00:19:05,437
don't blow it like Otto Octavius did.
383
00:19:16,490 --> 00:19:18,450
I missed something, didn't I?
384
00:19:18,700 --> 00:19:22,246
Miles. Pete's been telling us a story
that's hard to believe.
385
00:19:22,246 --> 00:19:24,206
Doc Ock with telekinetic powers?
386
00:19:24,581 --> 00:19:26,166
Do you remember any of this?
387
00:19:26,375 --> 00:19:27,751
No.
388
00:19:27,835 --> 00:19:29,253
I just--
389
00:19:29,253 --> 00:19:31,588
I think I dreamt about Spider-Man.
390
00:19:31,797 --> 00:19:33,048
He needed help.
391
00:19:33,715 --> 00:19:36,677
Apparently, he came
to save you guys from Ock last night,
392
00:19:36,677 --> 00:19:38,428
but you ended up saving him.
393
00:19:39,137 --> 00:19:42,140
Well, that part sounds believable.
394
00:19:45,519 --> 00:19:47,104
The three of you are the lucky ones.
395
00:19:47,312 --> 00:19:49,189
Ock tried to expand his mind,
396
00:19:49,731 --> 00:19:52,442
but it looks like he overloaded it.
397
00:19:55,821 --> 00:19:58,782
Make sure you thank Spider-Man
for letting me see this.
398
00:19:59,491 --> 00:20:03,161
I'm putting much stricter safeguards
on the use of the Neuro-Cortex.
399
00:20:03,453 --> 00:20:05,455
I never should have let Otto near it.
400
00:20:05,998 --> 00:20:08,041
To be fair, Otto had everyone fooled.
401
00:20:08,292 --> 00:20:09,793
But he did prove one thing,
402
00:20:09,918 --> 00:20:13,672
the Neuro-Cortex does have potential
for truly amazing things.
403
00:20:13,922 --> 00:20:17,092
Amazing things
I really want you to be a part of, Peter.
404
00:20:20,888 --> 00:20:22,431
Fantastic, kid.
405
00:20:22,723 --> 00:20:24,433
I'm glad you changed your mind.
406
00:20:24,433 --> 00:20:26,727
In fact, why don't I put you on retainer?
407
00:20:26,935 --> 00:20:30,522
Keep bringing me this kind of material,
and you'll have a regular job here.
408
00:20:30,731 --> 00:20:32,357
Yes, sir, Mr. Jameson.
409
00:20:32,608 --> 00:20:35,110
Maybe this'll help you
up your game, Brock.
410
00:20:35,360 --> 00:20:37,362
A little competition from a school kid
411
00:20:37,446 --> 00:20:40,199
could push you
to do some good work once in a while.
412
00:20:40,949 --> 00:20:42,492
Uh, heh heh.
413
00:20:48,457 --> 00:20:49,875
There you are.
414
00:20:50,209 --> 00:20:53,378
Guys, you shouldn't have to be the ones
to clean up the lab
415
00:20:53,462 --> 00:20:55,672
where a teacher-slash-
super villain went ballistic.
416
00:20:55,923 --> 00:20:58,592
It's what we have to do
if we want to get back to work.
417
00:20:58,592 --> 00:21:00,969
The Neuro-Cortex isn't
gonna develop itself.
418
00:21:01,053 --> 00:21:04,515
All right. Well, if this is where
the party is, then I'll help out.
419
00:21:04,681 --> 00:21:07,559
You have a weird definition of "party."
420
00:21:08,101 --> 00:21:10,312
It might not be the social
event of the year,
421
00:21:10,312 --> 00:21:12,397
but I'm cool wherever you guys are.
422
00:21:13,315 --> 00:21:15,484
When I came to Horizon,
I didn't know anyone,
423
00:21:15,859 --> 00:21:17,819
and now I can't imagine life without you.
424
00:21:17,903 --> 00:21:20,739
I thought you were here to clean,
not get all sappy on us.
425
00:21:21,323 --> 00:21:23,408
I'm sorry about what happened with Otto.
426
00:21:23,492 --> 00:21:24,910
But the good news,
427
00:21:24,910 --> 00:21:27,788
he won't be causing us
any more grief this year.
32037
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