Original subtitles

DR. OCTOPUS,That fool Spider-Man had no idea what was coming.

Even at the very end, he never truly understood.

I just needed your defenses worn out,

making you susceptible to the download of my mind

into your body, permanently!

Sorry, Ock...

But this body is already

occupied!

No time to defuse it.

I have to take it somewhere safe.

That bomb has more time left than you do, Spider.

DR. OCTOPUS,Did... it work?

Ah. I... I did it!

I, Doctor Octopus,

snuffed out the mind of my enemy.

Now I inhabit the body of Spider-Man!

I've witnessed him do this many times.

I suppose I just...

Success!

One could get used to this spider-strength.

Now, time to let the world see their hero.

You did it, Spider-Man.

They don't think he's a menace today.

Maybe people will finally see Spidey for who he really is.

DR. OCTOPUS,Ah, my Octo-lair.

Or, given my plan's success,

should I call you the Spider's Nest?

Now, to finally answer a burning question...

The true identity of the man who has been a thorn in my side.

Peter Parker?

My former student?

The one who was late for my lecture on punctuality?

Impossible! He's a dolt!

Yet he managed to fool me this entire time!

Ugh!

But no, it does not matter.

I have destroyed my most hated enemy,

and gained remarkably clear skin.

Now, with the powers of Spider-Man,

New York will bow to my genius!

DR. OCTOPUS,Constants are vital to mathematical equations.

And from my childhood to my recent mistreatment

by both Horizon and Oz Academy,

there has always been one constant in my life...

persecution by the citizens of this city.

Now, as Spider-Man,

I will pay back such treatment tenfold!

Aah!

I just want to get back at them, Uncle Ben. It's not fair!

I know being picked on never feels good, Pete.

But... But what did we talk about?

Do you have that formula?

I know. "With great power comes great responsibility."

But I don't have power. The bullies do.

With your smarts, kiddo, you have more power than a thousand bullies.

The question is, are you going to use that power just for revenge,

or are you going to use it to make the world a better place?

The world a better place...

- The world a better place... - What...

...was that?

DR. OCTOPUS,That must've been one of Parker's latent memories.

Some neurological detritus left over

when I rewrote my mental patterns onto his brain.

I'm certain it will fade in time.

"Great responsibility"... Ha!

Whoever invented this formula is a scientific ignoramus.

For one thing, in physics, "G" stands for "gravity," not "great."

What nonsense.

Silver Sable. Keeping yourself at the ready, I see.

Impressive.

- The Spider. - Not exactly.

Let's just say I'm under new management.

I'm here on behalf of your client, Doc Ock.

You, working for the Octopus?

How stupid do you think I am?

Only mildly.

Are you ready to move forward with the operation?

A trap.

Trying to trick me into giving you details of Ock's plans.

The plan of robbing Advanced Idea Mechanics of their superweapons?

I don't need you to tell me the details. Ock already has.

Once modified by Ock's brilliance,

those weapons will arm a group of underlings so powerful,

they will make the Sinister Six look like irate children.

You intercepted that info.

If you were working for Ock, he'd have given you

- a pass code to... - Omega 4-1.

You really are working for that ugly blowhard.

Ock is a genius!

And many people find him quite handsome, actually.

Sure. A handsome genius who left me in here to rot for months.

I was beginning to think he'd forgotten our arrangement.

Patience clearly isn't one of the disciplines in which you are trained.

Are you on board or not?

Yes. Get me out of here, and I'm ready to move forward.

That's all I needed to hear.

Hmm. Got to hand it to him.

That squalid little man knows his tech.

"Squalid"? Otto Octavius's hygiene is above repute.

Go. I'll soon supply you with coordinates.

Then play your part, just as Ock brilliantly planned.

Copy that.

Well, look at that.

What, you in the jailbreak business now, bug?

Spidey!

You made it here so fast. You gotta stop him!

Nuts to that.

Yeah, I knew you wouldn't wanna mess with me, insect.

You're letting dangerous criminals back on the streets!

Thanks for nothing, Spider-Man!

Hey, stop that guy! He broke in without clearance!

Outta my way, man!

Hey, Spider, you're on.

Come on!

Thanks for nothing!

Sorry. I gotta save my moves for the judges.

Oh, no!

Another of Parker's intrusive memories?

Why is this nagging me?

Somehow I regret not having stopped Hammerhead.

But why should I care if another criminal is on the loose?

I do not have time for such irrelevant trivia.

I must not let any variables distract me.

A facility for processing honey?

Even I'll admit,

it's a clever place to hide an undercover outpost

of the criminal science organization, A.I.M.

Admittedly very advanced security measures.

Genius level, in fact.

Good thing I'm superior to mere geniuses.

Excellent. Not that I'm surprised by my own genius.

Now to message these coordinates to Sable

so she knows the exact location of the A.I.M. weapons cache.

What is this sensation?

A tingling. A need to jump!

A.I.M. found me, yet I had some kind of mental danger sense.

No wonder Spider-Man was always able to dodge my surprise attacks!

Only a temporary complication.

I'll finish these fools off in no time.

What? Out of webs? I can run out of webs?

I did not know that!

No more webs?

What kind of dolt creates a device with these severe limitations?

The strength and reflexes in this body are truly amazing.

Which means though I might be outnumbered,

the odds are certainly not against me!

Defeating A.I.M. with rudimentary physics.

How fitting.

DR. OCTOPUS, It's becoming readily apparent

Parker never lived up to his full potential with these powers.

I would give his efforts a 47 percent,

well below a passing grade.

Advanced Idea Mechanics, huh?

More like Advanced Imbecilic Meatheads.

I've been holding on to that joke for years. Worth the wait.

Aah!

Ha! You missed.

Why do I feel compelled to save them?

Why am I taking this risk?

Huh?

You... You saved us!

You're a hero.

Yes, I am quite impressive.

Now quit gawking and save these innocents!

- Yes, sir! - Here we go.

Hurry!

Ben.

I have you!

"I have you"?

You are...

...welcome.

Now, this is how one creates a web-shooter.

Highly condensed web fluid.

Nearly impossible to run out, and stronger to boot.

It stuns me how inefficient Parker was as Spider-Man.

In local news, a family of three were unexpectedly rescued

by Spider-Man this afternoon.

Despite his controversial reputation,

to the passengers in this vehicle,

Spider-Man is a lifesaver.

What compelled me to save that van

when I should be focusing on my own mission?

Another side effect of the mind transfer, perhaps?

I'll have to research later.

The coordinates I gave Sable.

A.I.M. has hidden their superweapons cache

directly under Central Park?

There will be many innocent people present

when she puts the explosive extraction into motion.

Not ideal.

I cannot believe these ideas are in my brain.

Why should I, the great Otto Octavius,

feel concern for people I do not even know?

What care I for the unwashed masses?

You... You saved us! You're a hero.

Stay focused. No variables!

This is about me. About my plans!

You're coming with me!

D-Don't hurt me!

Are you making a request or quoting someone else from tonight?

I didn't mean to...

Save your excuses!

All I wanna hear is your screams!

Huh?

That face!

I remember that face.

What have I done?

My inaction caused the death of the man who raised me!

Uncle Ben... I'm so sorry.

What? I have not allowed myself to cry in years!

Ugh!

I have made a... Miscalculation.

I believed Parker's body would simply be a vessel for my own mind,

but now I share his experiences as if I'd lived them.

I may not have made these memories, but they are in my brain.

They are as much mine now as they were Parker's.

I believed great power was only a means to more power.

But now I see that I was wrong.

I cannot, through my inaction, allow others to suffer as Uncle Ben did.

Come in, Silver Sable.

Abort the mission. Do you read?

If she's already begun, she's gone into radio silence.

Which means I have to get to work.

Sable, stop everything.

I, uh... Ock has decided we need to abort the mission immediately.

Nice try, but I know Ock.

If he wanted the mission aborted, he would've come himself.

Yes, well, he'd be here, but he's busy,

uh, greeting his many admirers.

Ock has friends?

Since when? Forget it.

I'm moments away from final activation.

This plan cannot continue.

Innocent lives are at stake.

Otto Octavius? Caring about innocents?

Sorry, Spider-Man, but now I know you're lying.

What?

Hmm. That was a fatal mistake.

Uh...

Oh, yeah.

I forgot about this part of the plan.

I have Ock on my side this time, web-head.

You're out of luck!

Me, attacked by an Octo-bot?

This is painfully ironic.

Oh, you might be good, kid, but Ock is better.

You won't stop us now.

No! The detonators' timers have started!

Everybody run!

You will pay for your defiance, Sable!

You are a fine creation.

But I am your master.

How did you...

Let's just say that my familiarity with Octo-bot design

allowed me insight into its weak spots.

It doesn't matter.

Ock's plan will...

Your contract is terminated, shrew.

Hey, Spider-Man, how can we help?

It is most fortunate that you are here. The danger has not passed.

Get all civilians clear of this location by at least 100 yards.

- Okay, but what... - Do it now!

Everyone, please clear the park area immediately!

DR. OCTOPUS, I only have mere seconds

before these detonators start exploding in a series.

A field test for the strength of my new webs.

I've never seen him so determined.

Is Spider-Man somehow better than he used to be?

The last bomb. If I push this body to its limits,

- I should be able... - My ball!

No!

Attention! You must get clear!

Get down!

Wow. Everyone looks so small from up here.

Like little ants.

Yeah, but all those ants are people, just like you and me.

Millions of them. From all over the world.

Each and every one of them as important as anyone else.

That's why I love coming up here.

Sometimes it's important to see things from a new perspective.

Spider-Man, you saved my grandson's life!

I... I did?

That was the bravest thing I've ever seen.

Thank you, Spider-Man.

Um, it is my understanding that this kind of social situation

requires me to say, "You are"...

- My hero, Spider-Man. - Huh?

You're welcome.

My own father taught me everyone else in the world is beneath me,

but I now see Parker's Uncle Ben was correct.

Every one of these people are important.

Like a fool, I thought I was the constant in my life's equation,

that nothing could change me.

But I never realized that variables,

such as sharing all of Peter Parker's experiences,

would not only effect my life's equation,

but improve it.

Despite the preposterousness of this formula,

there is a certain truth to it.

Great power does equate with great responsibility.

Otto Octavius will become

the Superior Spider-Man.

Mmm.

Ah, steak dinner.

They don't got these in the slammer.

I'd have given up any one of youse just to smell one.

Oh! Buonissima!

Uh, aren't you worried Spider-Man might track you down again,

throw us all behind bars?

Spider-Man?

I tell you what, that clown in those clown pajamas

had the chance to stop me when I was breaking out.

Guess what he did.

Stopped you?

No, he didn't stop me, ya lunk!

I'm sitting right here in front of ya.

If I could turn your stupidity into energy,

I could power this city.

Spider-Man just let me go.

Turned his back and webbed off.

We ain't got nothing to worry about from him, I tell you what.

Now pass the béarnaise.

- Huh? - Wha... What's happenin'?

Spider-Man!

Since when do you enter a room without making a bad joke?

That was then, Hammerhead.

This is now!

Well, we're gonna have to get the Neuro-Cortex out of this housing

and get it back to Horizon.

I hope it's not damaged beyond repair.

Where am I?