Original subtitles

Hello?

Where am I?

Well, this can't be good at all.

Okay, Pete, don't panic. Uh, you can figure this out.

Last I remember, I was fighting Dr. Octopus,

and then...

I just needed your defenses worn out,

making you susceptible to the download

of my mind into your body, permanently!

Ock was in robotic form.

Did he swap minds with me?

Is that even possible?

Does that mean I'm trapped in some kind of machine?

Um, bigger question, if my mind is in here,

wherever "here" is,

then where on earth is my body?

'Sup?

That's what we were waiting to find out, same as you.

I'm betting it's about the bug.

Getting chilly out there these days with the Spider tearing up the streets.

- Eh. - What? I'm making it up?

Silvermane, taken down. Same with Big Wheel.

Hammerhead, demolished.

Spider-Man's ripping up the whole underworld.

And mean-like.

No more Mr. Nice-Bug or something.

I seen him up close.

Guy's just a circus acrobat with a bunch of corny jokes.

Total lightweight.

It's him!

Yeah, but there's three of us and one of him,

so just don't let him...

Pick you off one by one?

It's time for a conversation.

I intercepted a text inviting you all here.

Who sent it?

I don't know what you...

Okay. It was Sandgirl. She called the meeting.

Eh, some big plan. I don't know what.

Look, I'm innocent here. I didn't even commit a crime.

And you never will again.

Things are different now.

Everyone says they're impressed with this new Spider-Man.

I'm here to tell you, I don't buy it!

Spider-Man has a history... Oh,

I'm newer than you could possibly imagine, old fool.

With the brilliant mind of Otto Octavius now in Peter Parker's body,

Spider-Man's performance has taken a quantum leap by every conceivable metric.

Parker wasn't worthy of this.

- Good morning, Pete. - Hmm?

Aah! I mean, uh,

good morning to you, too, dear Aunt May.

Oh, good gracious! Look at this!

All right now. Who are you, and what have you done with my Peter?

Nothing. I've done absolutely nothing.

Oh.

I guess you really have finally grown up.

Ah.

A joke. How amusing.

Yes, I am, uh, maturing before your very eyes.

For example, look at the protein-rich feast I've concocted for you.

No more of that sugary, carb-loaded mess you call "wheat cakes."

"Mess"? I thought you loved my wheat cakes.

Mess? Mass.

I meant "mass." Of tastiness, admittedly.

But now that I'm all grown up,

my priority is to keep you healthy and happy.

Well, all right.

I suppose I could get used to this.

Yes. Now, off to school.

Already? But it's only...

Cannot be late for my first day back.

"First day back"?

I must maintain a plausible Parker impersonation

if I'm going to pull this off.

Hey, Pete.

Yes! I am Peter Parker.

That is absolutely correct.

Huh?

I think that went well.

Does it count as pop quiz

if it happens almost every day?

Don, I realize "many worlds" theory

is currently all the rage with science fiction fans,

but to rely on it as actual evidence

of quantum locality is beneath you.

This is a physics class.

Please do not waste our time with such fantasy.

Hmph! Ridiculous.

Hey, Pete! Max is looking for you.

Modell?

I am sure it is trivial.

Tell him I will catch up with him when I have time.

Uh, I'm not your assistant, dude.

- Just passing the message. - What? Uh...

Oh, right.

Sorry... dude.

But the, uh, assistant thing is a good... cool idea.

Let me know if you think of any suitable candidates.

Is Pete getting enough sleep?

Don't know the answer to that, but I do know this.

In class just now, he totally owned Dr. Lamaze right to his face.

Who knew Parker could be so assertive?

If I knew you'd be here, I'd have stayed home.

You got a lot of guts showing your face!

- This some kind of trick? - Didn't think you'd be here.

I got nothing to say to you.

Knock it off!

Any old beefs between gangs?

Let 'em go, now! Got it?

I know some of you were Hammerhead's guys,

some of you worked for Silvermane.

Whatever. They're gone now.

Go back to your people and you tell them we all gotta come together.

It's no secret Spider-Man's upped his game.

But if we unite, he can't beat us all.

(SCOFFS, SIGHS) Finally,

the menial tasks of the school day are over.

Time to focus on what really matters.

So, according to the thug with the bad hygiene,

Sandgirl's looking to make a move, huh?

What's her plan, I wonder?

Perhaps my Spider-Bots captured clues in the drivel of those half-wits.

Wait. What is that?

Sandgirl was there the entire time?

Now she's a step ahead of me.

Nothing escapes my Spider-Bot's keen eye.

Sandgirl, where are you?

- Fire? Convenience store holdup?

Sorry. No Spider-Man for any of you today.

I have got bigger fish to fry.

Yes. I'd like to report a fire and a robbery.

Has anyone seen Pete?

Get this. I told him we were grabbing lunch,

and he said he didn't have time to chat with us.

Then he told me to bring him a PB&J, like I'm his butler.

After the disaster at the open house,

he's been taking things real hard.

I've seen Pete mess up a lot of projects.

Seems like it's more than just that.

Whatever it is, hopefully he'll work through it.

Give him time.

Busy! What is it?

Just brought you a sandwich that you, uh...

Not too much jelly, right?

I mean, thanks... bro.

Awesome!

So not awesome.

Huh. Not sure what this thing is.

Hmm? Wasn't part of the original Neuro-Cortex design.

I'd hate to wipe you clean if I can avoid it, old friend.

So let's try a simple virus scan first, huh?

If only I could recognize something in here.

Uh-oh. Those I recognize.

The security nodes Miles, Anya, and Gwen created for the Neuro-Cortex.

Good news is, I know where I am now. Bad news is...

Purge! Purge!

...pretty much everything else!

- Purge! Purge! - Great!

The security nodes think I'm a virus, so they're trying to delete me!

Purge! Purge! Purge!

Gotta get outta here somehow.

Huh?

- Purge! - Destroyed by my friends.

This situation just keeps getting weirder.

Purge!

Wait. I am a virus.

Technically, I'm an electrical intruder in an electrical world.

These security nodes wouldn't be able to detect me otherwise.

Which might mean...

Yes!

I'm electrically active in here! Huh?

- Purge! Purge!

Purge! Purge! Purge!

Wait. Miles came up with a kill code for these things.

What was it?

Purge!

Oh, yeah. The code was, "Miles Morales, slayer of slayers!"

Yes! Yes, yes, yes!

No, no, no!

A kill code?

Huh, you're sicker than I thought.

Guess I have no choice but a hard reset then.

We'll just have to hope for the best.

Complete shutdown process initiated.

What? No.

No, no, no, no, no!

Oh, just when I figured out how to survive in here?

A hard reset'll wipe out everything on the Neuro-Cortex, including me!

Why is everyone trying to delete me today?

Key words, elements of sand.

Enter that into my Spider-Bot mainframe.

Parker's mediocre mind would never have come up with this.

Now, track and filter search to silicon dioxide

in heavy doses throughout New York City, preferably moving.

Ha! I have you, you silicate-based vermin!

"In the seeds of one's greatest strength lie one's greatest weakness."

Who said that? Me, if memory serves.

New costume?

Don't know what's going on with you, Pete,

but I'm gonna find out.

Shutdown in progress. 50%.

Now would be the time to come up with a brilliant idea, Pete,

'cause you're almost out of time.

Wait.

What's that?

And why isn't it deleting?

Hold on. That must be the internal flash storage!

Of course! Even a hard reset won't delete that.

Probably won't. Either way, it's the safest place in here.

Come on. Who designed this place?

Okay. Whatever.

Even if this sector survives, I still gotta find a way out somehow.

Miles Morales following me.

Such a good heart.

But I cannot be bothered with him right now.

Let us use his heart against him.

Spider-Bots, bring up possible disturbances in the vicinity.

Hm. No. No. Too trivial.

Ah. Perfect.

Help! Spider-Man!

Help!

Just passed him by? No way he did that!

That should keep him occupied.

Everybody here chose wisely.

Spider-Man thinks he can shut us down.

We're gonna show him he can't beat all of us together.

And who's gonna lead us? You?

That's right. No one hates Spider-Man more than I do.

That web-head helped my traitorous father,

then he took down my mentor, Hammerhead.

The hatred for Spider-Man courses through every grain of my body.

Who else here can say the same?

Hmph!

Plus, I was in that warehouse he hit.

I've seen Spider-Man's new tactics firsthand.

We can handle him.

It's time for the prey to become the predators.

- Aw, you betcha that's what we oughta do. - Sandgirl's right.

But ya gotta admit, Spider-Man's not the same guy anymore.

He's different now. More, like, vengeful.

Guys, he's a kid pretending to be a superhero.

We're gonna crush him,

with me at the head of this organization...

You will be doomed.

You thought you could outsmart me, Sandgirl.

Please. You embarrass yourself.

What?

Oh, you're smart, Spider-Man. But that's your problem.

I knew you'd figure out a way to track me here.

In fact, I was counting on it.

You think mere steel can...

Anyone else doubt I can lead this organization?

All right! Let's do this!

What's wrong, Spider-Man?

Ahh! My web-shooters! Fried!

Think, Otto, or the realization you've been defeated by a child

will be the last thought you ever have!

Spidey's been acting real strange.

But getting himself into big trouble with a super-villain?

Now, this is the Spidey I know!

- Aah! - Aah!

Thank you!

Too little too late, Knock-Off Spider.

Two Spider-Men in one night.

Our gang's getting off to a better start than even I imagined.

We're not done yet!

You dare cage me?

Attack!

What a coincidence.

I just issued the same command.

Ugh!

No webs. This will have to do.

Whoa!

Metal versus sand? Bring it, bug!

I am guessing you have not realized what you have just done.

Pity.

Electric heat plus sand equals...

...glass.

Why, Sandgirl, it appears as if you have a glass jaw.

What are you doing? Let the police arrest her.

We don't shatter villains to pieces.

Get your hands off of me!

Let this be a lesson to whoever stands in Spider-Man's way.

Spidey, what's happened to you?

Shutdown 97% complete.

Commencing flash storage deletion.

What?

I thought this place was going to be safe!

I've got nowhere else to go!

Aah!

Gotta be a way to stop this!

What's that?

No time to figure it out.

Ock! Did he have a Trojan horse program running on the Neuro-Cortex?

An escape access point outta here?

Password not recognized.

What's Ock's password? Uh, uh...

Eight, eight, eight!

Password not recognized.

Super-villain for life!

Password not recognized.

Aah! I hate Spider-Man?

Really?

All done. Whatever was making you sick, it's all gone now.

Okay. Out of the frying pan and into the...

Where?

"HNS."

I'm in the Horizon Network System!

This must be how Doc got his message out to Chameleon to attack me.

Which means...

...from in here, there might be a way to communicate with someone at Horizon!

Here goes nothing.

Whoa!

What do you want?

You have the means. It is time for you to spread the message.

Stop wasting your influence on your petty vilification of me.

Either get on board with fumigating this city of its criminal vermin,

or get out of my way.

You can't just waltz in here and threaten me!

I just did.

This city needs to know what I stand for now,

and you will be my messenger.

They're right about you. You have changed, Spider-Man.

And I like it.

Now, let's just hope for a graceful reboot.

I received your latest pestering summons.

You have three minutes. Make it worth my time.

You're, uh, clearly

under a lot of stress lately, Peter, and I hate to add to it.

But your tuition payment is, at this point, unacceptably overdue.

Is that all?

Well, the solution would appear to be obvious,

even to an overrated mind like yours.

Give me a scholarship.

I am a brilliant student and an asset to the school.

I'm afraid it doesn't work that way.

Maybe we can come up with a payment plan that...

I have never had to pay tuition in my life!

Peter, of course you have. What is wrong with...

Do not contradict me!

The point is that Horizon should be paying me for the prestige

my presence brings to this place!

Whoa, whoa, Pete!

What in the world is going on with you?

This is the second time you have stayed my hand.

There will not be a third.

Horizon is not what made me.

Any school I attend will be the superior school for having me in it.

Consider Horizon off that list.

I quit!