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[♪ theme song playing]
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[man] ♪ They can climb greatheights to do what's right ♪
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♪ The Spidey teamis on the scene ♪
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♪ Swinging, spinningcrawling the walls ♪
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♪The Spidey crew do it all ♪
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♪ They're your friendlyneighborhood spiders ♪
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♪ And their teamworkcan't be tighter ♪
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♪ Whoa-oh ♪
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♪ Whoa-oh-oh-oh-oh ♪
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♪ Go, webs, go ♪
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♪ Hoo-hoo-hoo ♪
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♪ Whoa-oh-oh-oh-oh ♪
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♪ It's time to Spidey swing ♪
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♪ With Spideyand his amazing... ♪
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♪ Spidey and his friends ♪
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♪ They're your friendlyneighborhood spiders ♪
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♪ Whoa-oh ♪
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♪ Hoo-hoo ♪
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♪ Whoa-oh-oh-oh-oh ♪
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♪ Go, webs, go ♪
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♪ Hoo-hoo-hoo ♪
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♪ Whoa-oh-oh-oh-oh ♪
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♪ It's time to Spidey swing ♪
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♪ With Spidey and his amazing... ♪
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♪ Spidey and his amazing... ♪
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♪ Spideyand his amazing friends ♪
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[Peter] "Dinosaurs on the Loose."
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{\an8}Welcome, everyone.
And thanks for coming to Dino-Day!
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{\an8}I'm a paleontologist.
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{\an8}- Can anyone tell me what that means?
- [Peter] Oh, I know.
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- It's someone who studies dinosaurs.
- [paleontologist] Exactly!
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Who knows some neat facts about dinosaurs?
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I do! They lived a long time ago,
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and stomped around
and loved to knock stuff over and go...
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- [growls]
- [all laughing]
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Yes. Some dinosaurs were like that.
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But, did you know?
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They mostly acted
like animals we see today.
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They got hungry, tired, sleepy...
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Oh, and scared, too.
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What would dinosaurs be scared of?
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Lots of things.
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Loud noises or things moving too fast
around them.
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Maybe even
the bright flashes from lightning.
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Ooh, speaking of lightning.
How about I go in there
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and zap some electricity
and scare 'em away?
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Meh. Been there, done that.
48
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Oh, I know.
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We run in there and smash everything up.
50
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Ugh. We've done that, too.
Come on, people.
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If we're gonna ruin this festival,
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let's find a fun, new way to do it.
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[clears throat] A new idea, you say?
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For ruining this Dinosaur Festival?
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Oh, I have the perfect plan for you.
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Oh, what is it, Lizard?
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I'll change you three
into dinosaurs using this,
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my dino-chango potion.
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Ooh, a dino potion.
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Now that is a fun new way
to ruin a festival.
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We could stomp all over the place.
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Let's do it!
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I knew you'd love it.
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Now, hold still while I spritz you
with my amazing potion.
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Spritzy-spritzy-spritzin'.
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- [bellows]
- [Lizard] Success!
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You look positively prehistoric.
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Pretty cool, huh? What do you think?
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[dinos bellowing]
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Ah, speechless? Understandable.
I am that brilliant.
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Just wait until the crowd sees you.
[laughs maniacally]
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Dinos really were amazing animals.
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It'd be pretty cool if they
were still around today, wouldn't it?
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What if I told you they are around today.
Thanks to me.
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- [all] Huh?
- What's he talking about?
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Using the powers of science,
I have transformed
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Green Goblin, Rhino
and Electro into dinos!
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Presenting Gobby-raptor, Dino-Rhino
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- and Electro-saurus.
- [dinos bellowing]
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- [all gasping]
- [kid] Bad dinosaurs or good dinosaurs?
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Dinosaur villains? This can't be good.
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It's Spidey time!
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[chorus] ♪ Spider-Man, Spider-ManSpider-Man, Spider-Man ♪
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[man] ♪ Peter, Gwen, Miles! ♪
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♪ Webs up, amazing friends! ♪
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♪ They'll usetheir best detective skills ♪
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♪ Combine their science smarts ♪
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♪ And they'll put their heads together ♪
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♪ 'Cause they're brave and clever ♪
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♪ It's time to Spidey save the day! ♪
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♪ Spidey! ♪
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[chorus] ♪ Spider-Man, Spider-Man ♪
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[man] ♪ Ghost-Spider! ♪
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{\an8}[chorus] ♪ Spider-Man,Spider-Man, Spider-Man ♪
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{\an8}[man] ♪ Spin! ♪
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[chorus] ♪ Spider-Man,Spider-Man, Spider-Man ♪
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[man] ♪ Webs out! ♪
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[paleontologist] Okay. All right.
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All right.
Just keep backing away slowly, everyone.
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Easy does it. We don't wanna scare them.
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[trilling]
102
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Hey! Why aren't you running and stomping
and ruining everything like you wanted?
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[Ghost-Spider] Okay, Lizard.
Your dino fun is over!
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[yelps, grunts]
105
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- Drats.
- [Spidey] Gotcha!
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[Ghost-Spider] All right, Gobby,
107
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I don't know what kind of trouble
you had planned,
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but we are not letting
you get away with it.
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[bellows]
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- [Spidey] Um, Gobby?
- [Green Goblin sniffing]
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[Spin] Rhino?
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[Ghost-Spider] I don't think
they understand what we're saying.
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Wait a minute! Of course!
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That explains why
they're not listening to me.
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Yes, I did give the villains
impressive dinosaur bodies, but--
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[Spidey] You gave them dinosaur minds.
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Now they can't talk or think like a human.
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[Ghost-Spider] And we need to be
really careful not to scare them.
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Like the paleontologist said,
no fast movements or loud noises.
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[sniffing]
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[sneezes]
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[dinos bellowing]
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- [Ghost-Spider] Whoa.
- [Spin] You mean a loud noise like that?
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[Spidey] They're heading into the city.
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We've gotta help them! Go, webs! Go!
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Are you just gonna leave me here?
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[straining]
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[grunts]
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Oh, what a stressful experience.
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I need a cookie and a glass of milk
to calm my nerves.
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[cars honking]
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- [yells] Dinosaur!
- [Green Goblin trilling]
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[Spidey] There's Gobby!
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[Ghost-Spider] He's headed
into the alleyway.
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[Spidey] We can wrap them in our webs.
Come on.
136
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It's okay, Gobby. You'll be all right.
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[Ghost-Spider] We're webbing you in here
so you'll be safe.
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[Spidey] And done!
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[trilling softly]
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[Spin] I think it's working.
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[roaring]
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[Spin] Oh, no!
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Spoke too soon!
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He's gonna push right through our webs.
145
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[White Tiger grunts]
146
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Hola, Team Spidey. Need a little help?
147
00:06:06,657 --> 00:06:07,950
[Spin] White Tiger! Yes!
148
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Lizard used a potion to turn some villains
into real dinosaurs.
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[Ghost-Spider] That's Gobby.
150
00:06:13,373 --> 00:06:16,000
Poor thing.
He's probably scared and confused.
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I'll use my amulet to talk to him
and calm him down.
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[grunts softly]
153
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Easy, there.
154
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- I'm a friend.
- [trills]
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It's scary being around
all these loud noises, isn't it?
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Don't worry. We're here to help you.
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- That's a good boy.
- [trills softly]
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He's so much calmer now.
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We need to get this dino
somewhere nice and safe.
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[Spidey] Somewhere out of the city.
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[Ghost-Spider] Hey, I know just the place.
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And the perfect vehicle to get us there.
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[Spin] Great. But we still have two
other dinosaurs running loose in the city.
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[Spidey] We better go look for them!
Go-webs-go!
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[White Tiger] Amazing!
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The Dino-Web Crawl-R really is
the perfect vehicle for the forest.
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- [Ghost-Spider] I know, right?
- Gobby sure seems to like it, too.
168
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[panting]
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[Ghost-Spider] How about this spot?
170
00:07:04,674 --> 00:07:07,927
I can web up the opening of this canyon
so he'll be nice and safe.
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He's gonna love it!
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Peaceful here, right, mi amigo?
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[trilling]
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That's it. You can come on out.
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- [Ghost-Spider] There! That should do it.
- [White Tiger] Fantastico!
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Now stay here until we come back
with your friends, okay?
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[Green Goblin trills]
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[Ghost-Spider] Spidey,
any luck finding the other dinos?
179
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[Spidey over comms] The good news is,I tracked down Rhino.
180
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- The bad news is... he's hungry!
- [Rhino grunting]
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[Ghost-Spider] We're on our way!
182
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- [panting]
- [Spidey] Rhino!
183
00:07:41,461 --> 00:07:44,464
Leave that onion truck alone!
184
00:07:45,131 --> 00:07:46,549
Oh, yes.
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Cookies and milk.
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Just what I need to calm my nerves.
187
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[sighs wistfully] Mmm.
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- [Spidey] Watch out!
- [yells]
189
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[Spidey] Coming through!
190
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Ah! My milk and cookies!
191
00:08:01,481 --> 00:08:02,732
Destroyed!
192
00:08:02,815 --> 00:08:04,817
How am I supposed to calm my nerves
193
00:08:04,901 --> 00:08:07,361
with these meddlesome dinosaurs
running around?
194
00:08:07,445 --> 00:08:10,072
That's it! I'm going on vacation!
195
00:08:10,573 --> 00:08:12,950
[Spidey] Rhino! Stop!
196
00:08:13,034 --> 00:08:14,494
[Rhino slurping]
197
00:08:15,620 --> 00:08:18,331
Whoa! What's that? A dinosaur?
198
00:08:18,414 --> 00:08:22,418
Yikes! You want my onions?
You can have 'em!
199
00:08:28,466 --> 00:08:29,926
[Spidey] Phew! Nice timing.
200
00:08:30,009 --> 00:08:32,053
Dino-Rhino finally stopped running.
201
00:08:33,095 --> 00:08:34,222
Hola, my friend.
202
00:08:34,305 --> 00:08:35,473
Huh?
203
00:08:35,556 --> 00:08:39,018
The city is not safe for a dinosaur.
Why don't you come with us?
204
00:08:39,810 --> 00:08:40,937
Nah!
205
00:08:41,604 --> 00:08:44,732
He's more interested in eating onions
than getting to safety.
206
00:08:45,691 --> 00:08:47,193
[Spidey] That gives me an idea.
207
00:08:49,529 --> 00:08:51,656
- [White Tiger] That's it. Good boy.
- [Rhino panting]
208
00:08:51,739 --> 00:08:54,408
- Follow the onions.
- [Ghost-Spider] Here we are.
209
00:08:55,201 --> 00:08:58,329
[Spidey] Whoa!
This is way better than the city streets.
210
00:08:58,412 --> 00:08:59,622
[Ghost-Spider] Here we go!
211
00:09:00,206 --> 00:09:01,749
Dino-Rhino delivery...
212
00:09:02,959 --> 00:09:04,460
[Spidey] ...is done!
213
00:09:06,045 --> 00:09:08,798
You two stay here and enjoy your snack.
We'll be back.
214
00:09:08,881 --> 00:09:11,300
[Spidey] All right.
Two dinos down. One to go,
215
00:09:11,384 --> 00:09:13,135
Let's go find Spin and Electro.
216
00:09:13,219 --> 00:09:14,554
[White Tiger grunting]
217
00:09:15,846 --> 00:09:18,516
Dinosaur at the train station! Run!
218
00:09:18,599 --> 00:09:19,809
[roars softly]
219
00:09:20,768 --> 00:09:22,061
[sniffing]
220
00:09:23,521 --> 00:09:27,233
[Spin] Um, Electro?
Are you lying down on the train tracks?
221
00:09:27,316 --> 00:09:29,402
You seriously do not want
to lie down there.
222
00:09:29,485 --> 00:09:30,486
[train horn tooting]
223
00:09:30,987 --> 00:09:33,739
[Spin] See? Here comes the train.
I better go stop it.
224
00:09:36,701 --> 00:09:40,913
Excuse me. Sir? Please stop the train.
Something's on the tracks.
225
00:09:40,997 --> 00:09:42,873
- You got it, Spin.
- [brakes screech]
226
00:09:42,957 --> 00:09:44,792
[yelps] Hey!
227
00:09:44,875 --> 00:09:46,544
Why are we stopping at the station?
228
00:09:46,627 --> 00:09:49,422
I have a relaxing vacation to get to.
229
00:09:49,505 --> 00:09:50,756
[train horn tooting]
230
00:09:51,632 --> 00:09:53,134
[screeching]
231
00:09:53,843 --> 00:09:55,261
[engineer] A dinosaur?
232
00:09:55,344 --> 00:09:58,723
[chuckles nervously] I'm definitely gonna
let you Spideys handle this one.
233
00:09:58,806 --> 00:10:00,016
[Spin] Don't worry. We will.
234
00:10:00,766 --> 00:10:02,393
Okay. The train's stopped.
235
00:10:02,476 --> 00:10:05,104
All good. You see? You can calm down now.
236
00:10:05,813 --> 00:10:07,148
[Ghost-Spider] Spin, we're here.
237
00:10:08,941 --> 00:10:10,693
[Spin] Everyone, move slowly.
238
00:10:10,776 --> 00:10:13,029
I think the train kind of spooked her.
239
00:10:13,112 --> 00:10:15,448
Nobody make any sudden moves.
240
00:10:16,782 --> 00:10:18,367
It's okay, we're friends.
241
00:10:19,535 --> 00:10:23,497
Come with me and I'll take you
somewhere nice and safe. That's it.
242
00:10:23,581 --> 00:10:25,791
Easy. Easy.
243
00:10:25,875 --> 00:10:29,086
Engineer! Where are you?
244
00:10:29,170 --> 00:10:31,881
Hello! Let's get moving!
245
00:10:32,798 --> 00:10:34,634
- [train beeps, toots]
- [all gasp]
246
00:10:34,717 --> 00:10:35,885
[White Tiger] Look out!
247
00:10:37,637 --> 00:10:38,888
[Lizard yelling]
248
00:10:39,889 --> 00:10:40,890
Whoa!
249
00:10:40,973 --> 00:10:43,851
[Spidey] Electro restarted the train!
It's going the wrong way!
250
00:10:43,934 --> 00:10:46,228
- [Spin] We've gotta stop it.
- I'll take care of Electro.
251
00:10:46,312 --> 00:10:47,480
[Ghost-Spider] Go-webs-go!
252
00:10:47,563 --> 00:10:50,858
It's okay, girl. It's okay.
We're here to help.
253
00:10:53,319 --> 00:10:54,487
[screaming]
254
00:10:55,321 --> 00:10:57,365
- [beeping]
- Someone stop this train!
255
00:10:58,366 --> 00:10:59,867
[Ghost-Spider] It's moving too fast!
256
00:10:59,950 --> 00:11:01,577
[Spidey] Quick! Let's shoot our webs.
257
00:11:02,578 --> 00:11:05,122
- Whoa!
- [Spin] Now we anchor them to the tracks.
258
00:11:05,206 --> 00:11:06,207
[all grunting]
259
00:11:09,460 --> 00:11:10,586
[brakes screech]
260
00:11:11,837 --> 00:11:14,173
[Ghost-Spider] Phew! That was a close one.
261
00:11:14,256 --> 00:11:15,758
[grunting]
262
00:11:15,841 --> 00:11:18,094
Oh, I am so out of here!
263
00:11:18,177 --> 00:11:20,805
[Ghost-Spider] Actually,
you're coming with us to the woods...
264
00:11:20,888 --> 00:11:24,016
[Spidey] ...so you can change
Gobby, Rhino and Electro back to normal.
265
00:11:24,892 --> 00:11:26,852
Argh! Fine!
266
00:11:30,147 --> 00:11:32,817
Dino-change-oh-back-o!
267
00:11:32,900 --> 00:11:34,652
And done!
268
00:11:34,735 --> 00:11:36,362
[all gasp, grunt]
269
00:11:36,445 --> 00:11:37,697
Wait, what happened?
270
00:11:37,780 --> 00:11:39,699
What are we doing out in the woods?
271
00:11:40,199 --> 00:11:44,453
[sniffs] Why does my breath
smell like stinky onions?
272
00:11:44,537 --> 00:11:48,416
We're supposed to be dinosaurs
wrecking the festival. [yelps]
273
00:11:48,499 --> 00:11:50,668
- [grunts]
- Aw...
274
00:11:50,751 --> 00:11:52,628
[Spidey] Your Dino-trouble is over!
275
00:11:52,712 --> 00:11:54,880
[villains grumbling, overlapping speech]
276
00:11:54,964 --> 00:11:56,424
[Electro] Spiders ruin everything.
277
00:11:56,507 --> 00:11:59,301
[chuckles mischievously]
Well... My job is done.
278
00:11:59,385 --> 00:12:02,555
I'll just get back to my vacationin'--
[grunts]
279
00:12:02,638 --> 00:12:04,515
- [Spin] Not a chance.
- Argh.
280
00:12:04,598 --> 00:12:07,643
Let that be a lesson, Lizard.
Never mess with animals.
281
00:12:07,727 --> 00:12:11,063
Especially if those animals are dinosaurs.
282
00:12:11,147 --> 00:12:13,023
[Spidey] And if you really
want a vacation,
283
00:12:13,107 --> 00:12:15,568
how about if you take a vacation
from trouble-making?
284
00:12:15,651 --> 00:12:17,862
- [all laughing]
- [Spin] You said it!
285
00:12:19,905 --> 00:12:22,241
- [Peter] "WEB-STER's Big Bad Bug."
- [♪ rock music playing]
286
00:12:22,324 --> 00:12:25,494
{\an8}Hey, WEB-STER!
Thanks for finding me the new music.
287
00:12:25,578 --> 00:12:26,787
{\an8}It rocks!
288
00:12:26,871 --> 00:12:28,956
{\an8}[WEB-STER] You are welcome.
289
00:12:29,039 --> 00:12:30,291
{\an8}Lookin' good.
290
00:12:31,417 --> 00:12:33,502
{\an8}Uh-oh. Her water is a little low.
291
00:12:33,586 --> 00:12:36,505
{\an8}- WEB-STER, can you refill it?
- [WEB-STER] Here's more water for you.
292
00:12:38,090 --> 00:12:39,508
That's perfect. Thanks.
293
00:12:39,592 --> 00:12:42,052
WEB-STER, what would we do
without you on our team!?
294
00:12:42,136 --> 00:12:43,763
WEB-STER's the best!
295
00:12:44,180 --> 00:12:46,182
Although, Peter, I guess that means
296
00:12:46,265 --> 00:12:48,642
you're also the best
for building WEB-STER,
297
00:12:48,726 --> 00:12:52,104
- and all of WEB-Quarters.
- Aw, thanks, Gwen.
298
00:12:52,188 --> 00:12:53,189
Hey, WEB-STER.
299
00:12:53,272 --> 00:12:55,274
I've got some extra web-formula
to put away.
300
00:12:55,357 --> 00:12:57,860
- Would you mind opening--
- [WEB-STER] Opening storage cell.
301
00:12:57,943 --> 00:12:59,570
[Peter chuckles] Thanks, WEB-STER.
302
00:12:59,653 --> 00:13:02,615
Oh, yeah. I forgot we have
all of these other rooms.
303
00:13:02,698 --> 00:13:05,201
There's a lot more to WEB-Quarters
than someone might think.
304
00:13:05,284 --> 00:13:06,285
That reminds me.
305
00:13:06,368 --> 00:13:08,662
I've gotta show you
my new security devices-
306
00:13:08,746 --> 00:13:11,457
- [WEB-STER beeping] Webs up! Spidey Alert!
- Uh-oh.
307
00:13:11,540 --> 00:13:13,709
[WEB-STER] Doc Ockis causing trouble in the city.
308
00:13:13,793 --> 00:13:14,794
[Peter] Sorry, team.
309
00:13:14,877 --> 00:13:17,880
Looks like showing you
my new security devices will need to wait.
310
00:13:17,963 --> 00:13:19,089
We better get over there.
311
00:13:19,173 --> 00:13:21,592
[Ghost-Spider] The Glide Spinner
will get us there fast.
312
00:13:21,675 --> 00:13:22,885
- Come on!
- [all grunt]
313
00:13:24,094 --> 00:13:26,889
Ooh! [laughs maniacally]
314
00:13:27,473 --> 00:13:29,892
- [Spin] There's Doc Ock!
- [Spidey] We can't let her get away!
315
00:13:30,392 --> 00:13:34,396
Well, look who's here, CAL.
It's Team Spidey.
316
00:13:34,480 --> 00:13:38,734
And they brought the Glide Spinner.
Just what I was hoping for.
317
00:13:38,818 --> 00:13:40,277
[CAL laughs maliciously]
318
00:13:40,361 --> 00:13:41,529
Get ready, CAL.
319
00:13:41,612 --> 00:13:44,073
As soon as they're distracted,
I'll give you the signal.
320
00:13:44,156 --> 00:13:45,741
[CAL tittering]
321
00:13:46,242 --> 00:13:47,785
[Spin] Fun's over, Doc Ock!
322
00:13:47,868 --> 00:13:49,286
[sarcastically] Team Spidey?
323
00:13:49,370 --> 00:13:52,873
[gasping] Oh, no,
I've got to get out of here!
324
00:13:52,957 --> 00:13:54,416
[Ghost-Spider] No, you're not.
325
00:13:54,500 --> 00:13:58,420
Time for the big distraction.
[laughing maniacally]
326
00:13:58,504 --> 00:14:00,089
[grunts, gasps]
327
00:14:00,172 --> 00:14:03,509
Who put that that water tower there?
328
00:14:03,592 --> 00:14:07,513
- Oh, no! I'm crashing!
- [engine spluttering]
329
00:14:07,596 --> 00:14:09,431
[Spidey] We've gotta catch
that water tower.
330
00:14:09,515 --> 00:14:12,101
- [Ghost-Spider] I'll get Doc Ock.
- [Spin] Go-webs-go! [grunts]
331
00:14:12,184 --> 00:14:13,727
[Doc Ock sarcastically] Ha-ha!
332
00:14:13,811 --> 00:14:17,523
Oh, no. I crashed.
333
00:14:17,606 --> 00:14:19,024
I better run away.
334
00:14:19,108 --> 00:14:21,277
- [Ghost-Spider] I don't think so.
- [Doc Ock grunts]
335
00:14:21,360 --> 00:14:24,446
- [Ghost-Spider] That takes care of you.
- Oh, rats.
336
00:14:24,530 --> 00:14:28,200
Team Spidey has defeated me once again.
337
00:14:28,284 --> 00:14:29,535
[laughing]
338
00:14:29,994 --> 00:14:31,412
[Spin and Spidey grunting]
339
00:14:31,495 --> 00:14:33,998
[Ghost-Spider] Doc Ock's all webbed up.
Here, let me help.
340
00:14:34,081 --> 00:14:36,292
Okay, CAL, now's our chance.
341
00:14:36,375 --> 00:14:38,627
Release the Octobug!
342
00:14:38,711 --> 00:14:39,962
[tittering]
343
00:14:40,045 --> 00:14:43,340
[Doc Ock over comms] And when it gets backto their WEB-Quarters,
344
00:14:43,424 --> 00:14:47,970
it will replace their preciousWEB-STER with my evil WEB-STER
345
00:14:48,053 --> 00:14:49,930
and take over everything!
346
00:14:50,014 --> 00:14:51,557
[laughs maniacally]
347
00:14:52,558 --> 00:14:54,643
[Spidey] All right, water tower, secure.
348
00:14:54,727 --> 00:14:56,937
[Spin] But we've got the rest
of this mess to clean up.
349
00:14:57,021 --> 00:14:58,689
[Ghost-Spider] That could take a while.
350
00:14:58,772 --> 00:15:00,816
And I think we're done
with the Glide Spinner.
351
00:15:00,900 --> 00:15:03,861
WEB-STER, please send the Glide Spinner
back to WEB-Quarters.
352
00:15:03,944 --> 00:15:06,196
[WEB-STER] The Glide Spinneris on it's way.
353
00:15:07,406 --> 00:15:08,824
[radar pinging]
354
00:15:18,667 --> 00:15:21,086
- [alarm blaring]
- [WEB-STER] Unknown object detected.
355
00:15:21,170 --> 00:15:22,338
Alerting Spidey.
356
00:15:22,421 --> 00:15:25,549
Unknown object detected. Alerting Spidey.
357
00:15:25,633 --> 00:15:29,345
- [alarm stops]
- [WEB-STER distorted] Alerting Spidey.
358
00:15:30,763 --> 00:15:34,266
Alerting Spidey... [powering down]
359
00:15:35,434 --> 00:15:38,270
[evil WEB-STER] Oh, there will beno alerting Spidey.
360
00:15:38,354 --> 00:15:42,566
Good bye, WEB-STER.Now evil WEB-STER is in charge.
361
00:15:43,776 --> 00:15:46,695
[Spidey] All right.
That takes care of Doc Ock's mess.
362
00:15:46,779 --> 00:15:49,198
[Spin] Yep. It's good to be back
at WEB-Quarters.
363
00:15:49,281 --> 00:15:50,282
[Spidey] Huh?
364
00:15:53,118 --> 00:15:54,995
[Ghost-Spider] Um, did one of you do that?
365
00:15:55,079 --> 00:15:56,830
- [Spin] I didn't.
- [Spidey] Me neither.
366
00:15:56,914 --> 00:16:00,376
We can ask WEB-STER to put them away.
Come on. Let's head upstairs.
367
00:16:00,459 --> 00:16:02,836
- Ow! [groans]
- [Spin] Hey. What's going on?
368
00:16:02,920 --> 00:16:04,797
[Spidey] WEB-STER, can you open the tube?
369
00:16:04,880 --> 00:16:07,800
[evil WEB-STER] I'm sorry, Spidey.I'm afraid I can't do that.
370
00:16:07,883 --> 00:16:10,970
In fact,I think I'll close these doors, too.
371
00:16:11,053 --> 00:16:13,764
[Ghost-Spider] Whoa. WEB-STER,
what'd you do that for?
372
00:16:14,306 --> 00:16:16,725
[evil WEB-STER] Oh,because I'm not really WEB-STER.
373
00:16:16,809 --> 00:16:20,562
I'm WEB-STER's replacement. Evil WEB-STER.
374
00:16:20,646 --> 00:16:22,898
- [heroes] Evil WEB-STER?
- [evil WEB-STER] That's right.
375
00:16:22,982 --> 00:16:26,568
Doc Ock's Octobug snuck on toyour WEB-Quarters' control panel.
376
00:16:26,652 --> 00:16:28,529
Now I am in charge.
377
00:16:28,612 --> 00:16:31,156
[Spidey] We've gotta get that Octobug
off the control panel.
378
00:16:31,240 --> 00:16:33,325
[Ghost-Spider] Yeah.
And get "nice WEB-STER" back.
379
00:16:33,409 --> 00:16:34,660
[evil WEB-STER] I don't think so.
380
00:16:34,743 --> 00:16:37,371
WEB-Quarters is totally under my control.
381
00:16:37,454 --> 00:16:38,872
Including your vehicles.
382
00:16:38,956 --> 00:16:40,791
- [engine revving]
- [Spidey gasps] Uh...
383
00:16:41,834 --> 00:16:43,252
[powering up]
384
00:16:43,877 --> 00:16:46,964
[evil WEB-STER] Let's play a little gamecalled Chase the Spiders.
385
00:16:47,047 --> 00:16:48,716
- [Ghost-Spider] Whoa!
- [Spidey] Watch out!
386
00:16:48,799 --> 00:16:50,092
[Spin gasps]
387
00:16:51,176 --> 00:16:52,845
This is so bad!
388
00:16:52,928 --> 00:16:56,473
- [evil WEB-STER] Oh, yes, it is.
- [heroes exclaiming]
389
00:16:56,557 --> 00:16:58,976
[evil WEB-STER] Doc Ock really tricked youthis time.
390
00:17:00,310 --> 00:17:03,063
Ha-ha! I've really tricked them this time.
391
00:17:03,147 --> 00:17:04,648
[CAL tittering]
392
00:17:04,732 --> 00:17:07,818
Let's see how my evil WEB-STER is doing?
393
00:17:07,901 --> 00:17:09,737
[CAL tittering]
394
00:17:09,820 --> 00:17:11,947
[Ghost-Spider on monitor] Watch out!
[grunts]
395
00:17:12,031 --> 00:17:14,616
[evil WEB-STER] You can swing,but you can't hide, Team Spidey.
396
00:17:14,700 --> 00:17:17,286
- [Ghost-Spider] Look out!
- Oh, excellent!
397
00:17:17,369 --> 00:17:21,749
Evil WEB-STER is sending me video
from WEB-Quarters' own security cameras.
398
00:17:21,832 --> 00:17:24,168
[gasps] We can watch everything!
399
00:17:24,251 --> 00:17:26,253
- CAL?
- [tittering]
400
00:17:26,336 --> 00:17:27,838
I'm going to need popcorn.
401
00:17:27,921 --> 00:17:29,339
[tittering]
402
00:17:32,217 --> 00:17:34,803
[Spin] Oh, man! Our vehicles are fast.
403
00:17:34,887 --> 00:17:36,889
[Ghost-Spider] Look out! [grunting]
404
00:17:36,972 --> 00:17:39,892
[Spidey] We can escape the garage
through this tunnel. Come on!
405
00:17:39,975 --> 00:17:42,436
- [Ghost-Spider] Right behind you.
- [Spin grunts]
406
00:17:44,396 --> 00:17:46,732
Wait, what! Where'd they go?
407
00:17:46,815 --> 00:17:49,109
The spiders got out of the garage.
408
00:17:49,193 --> 00:17:52,905
Oh, who cares. They'll never make it
up to WEB-STER's control panel.
409
00:17:54,364 --> 00:17:56,658
Well, why are you just
standing there, CAL?
410
00:17:56,742 --> 00:17:58,869
I told you to make me popcorn.
411
00:17:58,952 --> 00:18:00,412
[titters]
412
00:18:03,540 --> 00:18:06,043
[Spidey] WEB-STER can't see what happens
in his back rooms,
413
00:18:06,126 --> 00:18:09,129
which means Evil WEB-STER can't either,
so we're safe for now.
414
00:18:09,213 --> 00:18:12,132
[Ghost-Spider] Let's go to the main room
and get that Octobug off.
415
00:18:12,216 --> 00:18:13,634
[all] Go-webs-go!
416
00:18:17,846 --> 00:18:19,056
[all grunt]
417
00:18:19,139 --> 00:18:20,974
[Ghost-Spider] Evil WEB-STER
said the Octobug
418
00:18:21,058 --> 00:18:22,643
is up there in the control panel.
419
00:18:22,726 --> 00:18:25,729
[Spin] So, we just need to thwip it off
without it seeing us.
420
00:18:25,813 --> 00:18:26,939
[Spidey] That won't be easy.
421
00:18:27,022 --> 00:18:29,191
WEB-STER's cameras
can see almost everything
422
00:18:29,274 --> 00:18:31,151
that happens in the main room
of WEB-Quarters.
423
00:18:31,235 --> 00:18:33,529
[Ghost-Spider] So now
Evil WEB-STER can, too.
424
00:18:33,612 --> 00:18:35,322
[Spin] Not if I turn invisible.
425
00:18:35,405 --> 00:18:37,032
Evil WEB-STER won't see me coming.
426
00:18:37,116 --> 00:18:39,868
- [Ghost-Spider whispers] Be careful, Spin.
- [Spin] I got this.
427
00:18:42,121 --> 00:18:44,706
Okay. There's the Octobug.
428
00:18:44,790 --> 00:18:47,960
I just need to get a little closer...
429
00:18:48,043 --> 00:18:51,421
Argh. My paint palette
is stuck to my foot.
430
00:18:52,548 --> 00:18:54,466
Looks like someone's in here.
431
00:18:55,467 --> 00:18:59,972
Nice try, Sneaky Spider.
But you can't get past evil WEB-STER.
432
00:19:01,056 --> 00:19:03,142
I know you're in here, Spider.
433
00:19:03,225 --> 00:19:05,519
This will make it easier to see you.
434
00:19:05,602 --> 00:19:07,521
- [Spin] Whoa!
- [evil WEB-STER] There you are.
435
00:19:07,604 --> 00:19:10,983
Now, all of WEB-Quarterswill help me stop you.
436
00:19:13,569 --> 00:19:17,364
[Spin grunts] Er, team? A little help?
437
00:19:17,447 --> 00:19:20,242
- [Ghost-Spider] We got you!
- [evil WEB-STER] No, I got him!
438
00:19:20,325 --> 00:19:21,827
[Spin grunting]
439
00:19:21,910 --> 00:19:23,662
[evil WEB-STER] Bye-bye, Spin.
440
00:19:23,745 --> 00:19:25,956
[Spin] Whoa... [grunts]
441
00:19:26,039 --> 00:19:28,333
[Ghost-Spider] Quick.
Let's swing for the control panel
442
00:19:28,417 --> 00:19:30,085
and get that Octobug off.
443
00:19:30,794 --> 00:19:32,129
[Spidey grunts]
444
00:19:34,131 --> 00:19:35,215
Ha! Missed!
445
00:19:35,299 --> 00:19:36,967
[Ghost-Spider] Almost got it.
446
00:19:37,050 --> 00:19:39,720
One more thwip, and-- What?
447
00:19:39,803 --> 00:19:42,222
[Spidey] Our web shooters
aren't working? Whoa!
448
00:19:42,306 --> 00:19:46,059
Guess you forgotI can control all your Spidey tech.
449
00:19:46,143 --> 00:19:48,353
- including your web shooters.
- [heroes exclaiming]
450
00:19:51,023 --> 00:19:52,900
[Spin] Ugh. Yuck.
451
00:19:52,983 --> 00:19:54,860
[straining] Whoa.
452
00:19:54,943 --> 00:19:56,570
Yes! Yikes!
453
00:19:56,653 --> 00:19:58,572
- [Spidey] Watch out!
- [bodies thud]
454
00:19:59,198 --> 00:20:00,616
- [Ghost-Spider gasps]
- [Spin] Hey!
455
00:20:01,241 --> 00:20:02,993
- [heroes straining]
- [Ghost-Spider] Open up.
456
00:20:03,076 --> 00:20:07,623
Yes! No web shooters
and they're all locked up.
457
00:20:07,706 --> 00:20:09,791
Now that Team Spidey is out of the way,
458
00:20:09,875 --> 00:20:14,171
I can finally rule the city!
[laughs mischievously]
459
00:20:14,796 --> 00:20:17,966
- Let's start planning, CAL.
- [titters]
460
00:20:18,050 --> 00:20:20,552
[Spin] Trapped inside
our own WEB-Quarters!
461
00:20:20,636 --> 00:20:23,805
- This is just so wrong.
- [Ghost-Spider] We've got to get out.
462
00:20:23,889 --> 00:20:26,975
But how?
Evil WEB-STER controls everything.
463
00:20:27,059 --> 00:20:28,810
[Spidey] Well, not everything.
464
00:20:28,894 --> 00:20:30,812
There's a passageway behind this grate
465
00:20:30,896 --> 00:20:32,856
that leads to the top of WEB-Quarters.
466
00:20:32,940 --> 00:20:34,191
[Spin] Nice.
467
00:20:34,274 --> 00:20:36,735
[Ghost-Spider] Oh, I get it.
So if we pull this off,
468
00:20:36,818 --> 00:20:39,655
we can climb up
above the Evil WEB-STER bug.
469
00:20:39,738 --> 00:20:41,031
[Spin] And drop right down on it.
470
00:20:41,114 --> 00:20:44,159
[Spidey] All we need to do
is pull this off. Come on! Pull!
471
00:20:44,243 --> 00:20:46,161
- [all straining, grunting]
- [grate creaking]
472
00:20:47,621 --> 00:20:52,167
[Spidey] Perfect. Now, go-webs--
I mean... Go-wall-crawling-go!
473
00:20:54,086 --> 00:20:58,131
Okay, this is it.
We made it to the top of WEB-Quarters.
474
00:21:01,760 --> 00:21:03,595
[Ghost-Spider] There's the control panel.
475
00:21:03,679 --> 00:21:06,598
If I glide down,
I can yank the Octobug off.
476
00:21:06,682 --> 00:21:08,475
[Spin] We'll distract evil WEB-STER
477
00:21:08,558 --> 00:21:11,603
- so it's too busy to go after you.
- [Spidey] Go-webs-go!
478
00:21:12,187 --> 00:21:15,190
- [Spin] Yoo-hoo!
- [Spidey] Evil WEB-STER!
479
00:21:15,274 --> 00:21:16,775
Sneaky Spiders!
480
00:21:16,858 --> 00:21:18,652
How did you escape my trap?
481
00:21:18,735 --> 00:21:19,778
[both grunting]
482
00:21:20,612 --> 00:21:21,697
[Spidey] Whoa!
483
00:21:21,780 --> 00:21:24,658
[Spin] What's the matter, Evil WEB-STER?
Don't you like surprises?
484
00:21:24,741 --> 00:21:28,161
Oh, I do. Here's a surprise for you.
485
00:21:28,245 --> 00:21:30,914
WEB-Quarters security system, activate.
486
00:21:30,998 --> 00:21:32,791
[machines powering up]
487
00:21:34,209 --> 00:21:37,337
[Spin] Spidey-- Whoa! You made web canons?
488
00:21:37,421 --> 00:21:40,132
[Spidey] Those are the new
security devices I was talking about.
489
00:21:40,215 --> 00:21:43,051
They're supposed to stop villains
from getting into WEB-Quarters.
490
00:21:43,135 --> 00:21:44,428
[grunts] Not us!
491
00:21:46,972 --> 00:21:50,017
[Ghost-Spider] Evil WEB-STER's distracted.
Here I go.
492
00:21:53,854 --> 00:21:55,063
[heroes grunting]
493
00:21:56,273 --> 00:21:59,318
[Spin] Your security system
is a little too good, Spidey.
494
00:21:59,401 --> 00:22:02,738
- Now I caught you for sure.
- [Ghost-Spider] You're wrong about that.
495
00:22:02,821 --> 00:22:06,408
What? Ghost Spider Security system!Get her!
496
00:22:07,659 --> 00:22:10,037
Hey! I said her, not me!
497
00:22:10,120 --> 00:22:12,414
[Ghost-Spider] Bye-bye, Octobug!
498
00:22:13,248 --> 00:22:15,000
[distorted] No... [powering down]
499
00:22:16,335 --> 00:22:17,961
- [Spin] You did it!
- [Spidey] Way to go!
500
00:22:18,045 --> 00:22:19,880
[Spin chuckles] And look!
Our webs are back!
501
00:22:19,963 --> 00:22:20,964
[Spidey] Nice!
502
00:22:21,673 --> 00:22:23,133
WEB-STER, are you there?
503
00:22:23,216 --> 00:22:24,634
WEB-STER?
504
00:22:25,844 --> 00:22:27,054
[computer beeping]
505
00:22:29,431 --> 00:22:32,559
[WEB-STER] Webs up! Spidey Alert!The Octobug is gone.
506
00:22:32,642 --> 00:22:34,811
- I am back online.
- [all] Yeah!
507
00:22:34,895 --> 00:22:38,065
[WEB-STER] Thank you, Team Spidey.It is good to be back
508
00:22:38,148 --> 00:22:40,067
[Ghost-Spider] What do we do
with Ock's bug?
509
00:22:40,150 --> 00:22:43,445
[Spidey] I've got an idea, but first,
I need to make some changes to it.
510
00:22:43,528 --> 00:22:45,572
WEB-STER, can you locate Doc Ock's lab?
511
00:22:45,655 --> 00:22:47,991
[WEB-STER] Locating Doc Ock's lab.
512
00:22:48,075 --> 00:22:51,286
Now that Team Spidey
is trapped in WEB-Quarters,
513
00:22:51,370 --> 00:22:55,290
this city is mine! Mine! Mine!
514
00:22:55,374 --> 00:22:56,625
[Spidey] It's over, Doc Ock!
515
00:22:56,708 --> 00:22:58,710
- [CAL titters]
- Spiders!
516
00:22:58,794 --> 00:23:01,088
Oh, how'd you get out? Oh, who cares!
517
00:23:01,171 --> 00:23:02,631
Run, CAL, run!
518
00:23:02,714 --> 00:23:04,049
[Spidey] Octobug, go get 'em!
519
00:23:05,675 --> 00:23:07,677
- [Octobug beeping]
- [gasps, grunts]
520
00:23:08,095 --> 00:23:11,139
[exclaims] Wait! What's happening!
521
00:23:11,223 --> 00:23:13,433
My tentacles! [yells]
522
00:23:13,517 --> 00:23:16,728
[Spin] Your Octobug
is in control of your tentacles now.
523
00:23:16,812 --> 00:23:21,817
[grunts] What? Octobug?
Release me this instant!
524
00:23:21,900 --> 00:23:23,485
I command you!
525
00:23:23,568 --> 00:23:24,945
[Spidey] Not gonna happen, Ock.
526
00:23:25,028 --> 00:23:26,154
[CAL tittering]
527
00:23:28,073 --> 00:23:31,743
[Ghost-Spider] This time,
the one with the bug problem is you.
528
00:23:31,827 --> 00:23:33,578
[heroes laughing]
529
00:23:34,413 --> 00:23:35,789
♪ Do the Spidey ♪
530
00:23:35,872 --> 00:23:37,499
♪ Doo, doo, doo, doo, doo ♪
531
00:23:37,582 --> 00:23:38,917
♪ Do the Spidey ♪
532
00:23:39,000 --> 00:23:40,460
♪ Doo, doo, doo, doo, doo ♪
533
00:23:40,544 --> 00:23:41,962
♪ Do it just like Spidey ♪
534
00:23:42,045 --> 00:23:43,713
♪ Doo, doo, doo, doo, doo ♪
535
00:23:43,797 --> 00:23:45,340
♪ Now thwip it up! ♪
536
00:23:45,424 --> 00:23:46,633
♪ Yeah, thwip it up! ♪
537
00:23:46,716 --> 00:23:49,094
♪ Let's crawllet's crawl, let's crawl ♪
538
00:23:49,177 --> 00:23:50,345
♪ Do the Spidey ♪
539
00:23:50,429 --> 00:23:53,265
♪ Up the wall, up the wallUp the wall, up the wall ♪
540
00:23:53,348 --> 00:23:55,517
♪ Let's crawllet's crawl, let's crawl ♪
541
00:23:55,600 --> 00:23:56,601
♪ Do the Spidey ♪
542
00:23:56,685 --> 00:24:00,439
♪ Up the wall, up the wallUp the wall, up the wall yeah ♪
42781
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