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Would you like to inspect the original subtitles? These are the user uploaded subtitles that are being translated: 1 00:00:01,886 --> 00:00:03,423 My name is Peter Parker. 2 00:00:03,821 --> 00:00:05,654 I used to be Spider-Man. 3 00:00:05,690 --> 00:00:08,224 I busted bad guys. I trained with S.H.I.E.L.D. 4 00:00:08,259 --> 00:00:10,259 I teamed up with the Avengers. 5 00:00:10,294 --> 00:00:12,261 I even saved the world a few times. 6 00:00:12,296 --> 00:00:13,529 That's all over now. 7 00:00:13,564 --> 00:00:16,165 I accidentally led the world's greatest heroes 8 00:00:16,200 --> 00:00:19,268 right into a trap by Doc Ock and his Superior Sinister Six. 9 00:00:19,303 --> 00:00:21,370 Then Ock threatened my Aunt May's life, 10 00:00:21,405 --> 00:00:24,173 forcing me to take a serum that drained my super powers. 11 00:00:24,208 --> 00:00:27,343 With great power comes great responsibility, 12 00:00:27,378 --> 00:00:29,278 and the responsible thing to do... 13 00:00:29,313 --> 00:00:31,213 Was to stop being Spider-Man. 14 00:00:31,249 --> 00:00:33,182 You got what you wanted, Ock. 15 00:00:33,217 --> 00:00:34,483 I don't have my powers anymore. 16 00:00:34,519 --> 00:00:36,452 Yes, but I don't know if you comprehend 17 00:00:36,487 --> 00:00:38,487 the extent of my victory. (SCREAMS) 18 00:00:40,458 --> 00:00:43,359 DR. OCTOPUS: Take a closer view of your handiwork. 19 00:00:43,394 --> 00:00:44,426 Look at them. 20 00:00:44,462 --> 00:00:47,196 The heroes at my mercy. 21 00:00:47,231 --> 00:00:51,233 And as they make valiant but futile attempts to gain freedom, 22 00:00:51,269 --> 00:00:55,237 know that this is all your fault. 23 00:00:55,273 --> 00:00:57,339 I am certain they now regret 24 00:00:57,375 --> 00:01:00,209 never respecting my true genius. 25 00:01:00,244 --> 00:01:02,545 But since that impenetrable hard light shell 26 00:01:02,580 --> 00:01:04,480 is collapsing in on them, 27 00:01:04,515 --> 00:01:08,150 they will not have time to regret it for long. 28 00:01:08,185 --> 00:01:11,253 Where are your groan-worthy jokes now? 29 00:01:11,289 --> 00:01:14,256 You do not care to quip as your friends are crushed? 30 00:01:14,292 --> 00:01:15,558 I have nothing to say to you, Ock. 31 00:01:15,593 --> 00:01:18,394 Nor would I care to listen if you did. 32 00:01:18,429 --> 00:01:21,330 For without powers, Peter Parker, 33 00:01:21,365 --> 00:01:24,366 you are nothing. 34 00:01:24,402 --> 00:01:26,235 (LAUGHS) 35 00:01:26,270 --> 00:01:27,603 (GRUNTING) 36 00:01:29,492 --> 00:01:32,692 Sync and corrections by masaca - addic7ed.com - 37 00:01:41,686 --> 00:01:46,689 Even you cannot deny the brilliance of this plan which I have set in motion. 38 00:01:46,724 --> 00:01:48,691 You think you're the first person to bully me, Ock? 39 00:01:48,726 --> 00:01:50,993 Bully? How dare you! 40 00:01:51,028 --> 00:01:53,028 It is I who have been bullied, 41 00:01:53,064 --> 00:01:56,899 pushed around by those unable to appreciate my genius. 42 00:01:56,934 --> 00:01:58,868 (GRUNTING) But I have now proven myself 43 00:01:58,903 --> 00:02:01,570 to be the greatest mind in the world! 44 00:02:01,606 --> 00:02:03,873 Stop! What are you doing to him? 45 00:02:03,908 --> 00:02:07,977 My dear lady, I'm not going to do anything to your nephew. 46 00:02:08,012 --> 00:02:11,614 Or else he would already be under that dome. (YELLS) 47 00:02:11,849 --> 00:02:13,015 (GROANS) 48 00:02:13,050 --> 00:02:16,619 I have already destroyed Spider-Man. 49 00:02:16,654 --> 00:02:19,955 Who cares what happens to Peter Parker? 50 00:02:19,991 --> 00:02:22,625 You once brought down the Sinister Six 51 00:02:22,660 --> 00:02:24,760 almost entirely by yourself. 52 00:02:24,796 --> 00:02:27,503 But do you know what's going to defeat you now? 53 00:02:28,666 --> 00:02:30,733 A locked door. 54 00:02:30,768 --> 00:02:31,901 (LAUGHS) 55 00:02:32,837 --> 00:02:34,804 (GRUNTS) 56 00:02:36,707 --> 00:02:38,040 Oh, Ock's right. 57 00:02:38,075 --> 00:02:40,643 Without my spider strength, I'm useless. 58 00:02:40,711 --> 00:02:42,945 I've doomed my friends, and it's all my fault. 59 00:02:42,980 --> 00:02:45,047 I was never cut out to be a hero. 60 00:02:45,082 --> 00:02:47,650 Some graduation day this turned out to be. 61 00:02:47,685 --> 00:02:48,951 Speaking of graduation... 62 00:02:50,988 --> 00:02:52,021 Now's not the time. 63 00:02:52,056 --> 00:02:54,623 Just open it. For me. 64 00:02:57,728 --> 00:02:59,695 My original web shooters? Mmm-hmm. 65 00:02:59,730 --> 00:03:00,896 It took me months to clean them up, 66 00:03:00,932 --> 00:03:02,698 but they're in perfect condition. 67 00:03:02,733 --> 00:03:04,700 Sure, they don't do all the fancy stuff 68 00:03:04,735 --> 00:03:06,035 your S.H.I.E.L.D. web shooters do, 69 00:03:06,070 --> 00:03:08,170 but in a way, they're much better. 70 00:03:08,205 --> 00:03:09,204 How's that? 71 00:03:09,240 --> 00:03:12,399 Because you made them, Peter. Alone. 72 00:03:12,610 --> 00:03:13,943 You didn't get your intelligence, 73 00:03:13,978 --> 00:03:15,878 your imagination, or your strength of will 74 00:03:15,913 --> 00:03:18,013 from a radioactive spider bite. 75 00:03:20,785 --> 00:03:21,984 I forgot how good these felt. 76 00:03:22,019 --> 00:03:24,620 Long before you were the Ultimate Spider-Man, 77 00:03:24,655 --> 00:03:26,689 you were the ultimate Peter Parker. 78 00:03:26,724 --> 00:03:27,890 Hold on. 79 00:03:31,796 --> 00:03:33,696 Maybe there's another way. 80 00:03:33,731 --> 00:03:36,361 I know that look. You just got an idea. 81 00:03:36,362 --> 00:03:37,933 Possibly. Oscorp. 82 00:03:37,969 --> 00:03:40,703 I didn't see Norman down at the graduation, he... 83 00:03:40,738 --> 00:03:43,939 He must still be in his lab. If I could get there, he could help me. 84 00:03:43,975 --> 00:03:46,709 - Oh, but I... - I don't want to hear excuses. 85 00:03:46,744 --> 00:03:49,745 Peter Parker doesn't need spider powers to be a hero. 86 00:03:50,982 --> 00:03:55,918 Even without great power, there's still great responsibility. 87 00:03:55,953 --> 00:03:57,686 Thanks, Aunt May. 88 00:03:57,722 --> 00:04:01,610 Now go save them, Peter. They need Spider-Man. 89 00:04:01,692 --> 00:04:03,250 Yes, ma'am! 90 00:04:11,903 --> 00:04:15,838 No wall-sticking, no spider strength, no problem. (CHUCKLES) 91 00:04:15,873 --> 00:04:17,671 Window washers do this all the... 92 00:04:17,671 --> 00:04:18,546 Whoa! 93 00:04:18,646 --> 00:04:19,646 (SCREAMS) 94 00:04:20,077 --> 00:04:21,577 (GRUNTS) 95 00:04:22,914 --> 00:04:25,393 Just a hiccup. You can do this. 96 00:04:25,683 --> 00:04:27,583 (GRUNTS) 97 00:04:34,759 --> 00:04:36,792 Perfect. The armory. 98 00:04:38,463 --> 00:04:40,953 I'm sure I remember how to use this jetpack... 99 00:04:40,954 --> 00:04:42,665 Oh, whoa! 100 00:04:42,700 --> 00:04:44,033 Not bad, I'm doing just... (GRUNTS) 101 00:04:44,068 --> 00:04:46,635 (YELLS) 102 00:04:47,793 --> 00:04:49,312 Whoa! Vulture? 103 00:04:49,313 --> 00:04:51,306 How does anyone survive without spider-sense? 104 00:04:51,342 --> 00:04:52,307 (SCREECHES) 105 00:04:53,477 --> 00:04:54,809 (YELLS) 106 00:04:54,810 --> 00:04:55,805 (GROANS) 107 00:04:55,896 --> 00:04:57,848 No spider reflexes either. 108 00:04:57,882 --> 00:04:59,882 I am not gonna get used to this. 109 00:04:59,917 --> 00:05:01,116 (SCREECHES) (GROANS) 110 00:05:08,759 --> 00:05:11,794 Vulture! Buddy... I know you're still in there. 111 00:05:11,829 --> 00:05:14,063 I promised to find a cure for what Ock's done to you. 112 00:05:14,098 --> 00:05:15,898 I haven't forgotten about that. 113 00:05:15,933 --> 00:05:17,066 But for now... 114 00:05:20,037 --> 00:05:21,804 You gotta hang tight! 115 00:05:21,839 --> 00:05:23,072 (SCREECHES) 116 00:05:32,817 --> 00:05:33,816 Sorry! 117 00:05:33,851 --> 00:05:34,883 Whoa! 118 00:05:34,919 --> 00:05:36,685 (CRASHES) 119 00:05:36,721 --> 00:05:39,722 Boy, that landing was total garbage. 120 00:05:39,757 --> 00:05:41,824 Well, at least I still have my power to quip. 121 00:05:41,859 --> 00:05:43,710 Oscorp! Yes! 122 00:05:46,764 --> 00:05:49,698 DR. OCTOPUS: Warriors. Magicians. 123 00:05:49,734 --> 00:05:51,800 Asgardians. 124 00:05:51,836 --> 00:05:55,070 Ha! All of you are nothing before me! 125 00:05:55,106 --> 00:05:56,772 Huh? 126 00:05:59,009 --> 00:06:01,643 No! He should be here! 127 00:06:01,679 --> 00:06:02,911 Follow me, Sinister Six. 128 00:06:02,947 --> 00:06:05,681 Doctor Octopus needs to make a house call! 129 00:06:09,720 --> 00:06:11,754 - Norman. - Spider-Man. 130 00:06:11,789 --> 00:06:14,823 I was on the way to your ceremony. Is everything okay? 131 00:06:14,859 --> 00:06:17,993 Ock took away my powers and I need your help to get them back. 132 00:06:18,028 --> 00:06:19,361 You have all his research. 133 00:06:19,396 --> 00:06:20,897 He's been studying me for years. 134 00:06:20,898 --> 00:06:23,799 But Ock's never been able to replicate you. 135 00:06:23,834 --> 00:06:26,668 Yeah, but maybe together, we can. 136 00:06:26,704 --> 00:06:28,871 Either way, we don't have much time. 137 00:06:28,906 --> 00:06:32,808 For such a maniac, Ock certainly kept an organized lab. 138 00:06:32,843 --> 00:06:35,270 We'll to need to process a sample of your DNA. 139 00:06:35,271 --> 00:06:38,056 DNA? In that case... 140 00:06:38,082 --> 00:06:40,015 There's something I need to tell you. 141 00:06:40,050 --> 00:06:41,216 I already know, Peter. 142 00:06:41,251 --> 00:06:43,919 - What? - I recovered my memories. 143 00:06:43,954 --> 00:06:46,054 After everything I did as Goblin, 144 00:06:46,090 --> 00:06:49,057 you were always a friend to Harry, to my family. 145 00:06:49,093 --> 00:06:51,226 Respecting the privacy of your identity 146 00:06:51,261 --> 00:06:55,063 was my way of trying to reciprocate that friendship. 147 00:06:55,099 --> 00:06:56,932 Wow. Thanks, Norman. 148 00:06:58,068 --> 00:06:59,167 Huh? 149 00:07:07,044 --> 00:07:07,918 Whoa! 150 00:07:07,919 --> 00:07:10,679 This must be where Ock harvested the DNA for his experiments. 151 00:07:11,215 --> 00:07:12,981 No wonder he hid it. 152 00:07:14,351 --> 00:07:17,285 NORMAN: No... It couldn't be! 153 00:07:17,321 --> 00:07:19,087 It was under my nose all along. 154 00:07:19,123 --> 00:07:21,223 Peter, this is the spider. 155 00:07:21,258 --> 00:07:24,092 - What spider? - The spider! 156 00:07:24,128 --> 00:07:26,962 The original radioactive arachnid that bit you. 157 00:07:26,997 --> 00:07:28,430 Ock must have recovered it. 158 00:07:28,465 --> 00:07:32,067 Clearly, its radiological exposure lengthened its telomeric structure, 159 00:07:32,102 --> 00:07:34,202 granting it a longer life. 160 00:07:34,238 --> 00:07:37,005 Another bite should give you your powers back. 161 00:07:39,376 --> 00:07:42,077 Yeah, just pretend I'm a nice juicy fly and... 162 00:07:42,112 --> 00:07:43,345 Ouch! 163 00:07:43,380 --> 00:07:46,148 You didn't have to pretend that hard! 164 00:07:46,183 --> 00:07:50,218 Wait... Do I feel something happening? 165 00:07:50,254 --> 00:07:53,288 With your history, your powers should return immediately... 166 00:07:53,323 --> 00:07:55,223 (GRUNTS) 167 00:07:59,329 --> 00:08:01,196 Norman, old friend. 168 00:08:01,231 --> 00:08:03,647 I was hoping you'd be at the graduation, 169 00:08:03,648 --> 00:08:05,223 but this is better. 170 00:08:05,269 --> 00:08:09,071 Now I can handle your destruction personally. 171 00:08:09,106 --> 00:08:11,206 (GROANS) 172 00:08:13,110 --> 00:08:14,176 Spider-Man? 173 00:08:15,012 --> 00:08:17,045 My team, attack. 174 00:08:18,015 --> 00:08:19,748 (GRUNTS) (GROWLS) 175 00:08:19,783 --> 00:08:22,423 Hate to be the bearer of great news, for me, 176 00:08:22,424 --> 00:08:24,252 but your game ends now, Ock! 177 00:08:24,288 --> 00:08:25,288 (GROANS) 178 00:08:25,289 --> 00:08:26,956 Ow. 179 00:08:26,957 --> 00:08:29,257 You were saying, Parker? 180 00:08:29,293 --> 00:08:30,210 (GROANS) 181 00:08:30,235 --> 00:08:32,985 My powers. It didn't work! 182 00:08:35,783 --> 00:08:37,749 SPIDER-MAN: My powers aren't back! 183 00:08:38,051 --> 00:08:39,785 Run! 184 00:08:39,820 --> 00:08:40,786 (GRUNTS) (YELLS) 185 00:08:43,690 --> 00:08:44,823 (RHINO GRUNTS) 186 00:08:46,894 --> 00:08:47,993 (STRUGGLING) 187 00:08:55,769 --> 00:08:58,637 COMPUTERIZED VOICE: Accessing subterranean laboratory nine. 188 00:08:58,672 --> 00:09:00,705 SPIDER-MAN: So, beneath your secret lab 189 00:09:00,741 --> 00:09:02,841 you have another, super-secret lab? 190 00:09:02,876 --> 00:09:04,976 I'm Norman Osborn. I have many labs 191 00:09:05,012 --> 00:09:09,014 shrouded in various levels of secrecy. 192 00:09:09,049 --> 00:09:11,620 This place won't keep the Sinister Six out for long. 193 00:09:11,621 --> 00:09:12,751 We have to hurry. 194 00:09:12,786 --> 00:09:15,393 Does it appear that I am dilly-dallying? 195 00:09:16,824 --> 00:09:18,657 (BEEPING) 196 00:09:20,194 --> 00:09:23,162 Why am I seeing these DNA-RNA variations? 197 00:09:23,197 --> 00:09:26,265 - Could it be... - Whoa! 198 00:09:26,300 --> 00:09:29,201 Looks like after all these years being Spider-Man, 199 00:09:29,236 --> 00:09:32,271 I built up a resistance to the irradiated spider venom. 200 00:09:32,306 --> 00:09:34,237 Gotta get past this. 201 00:09:34,275 --> 00:09:36,208 (RHINO GRUNTING) 202 00:09:38,979 --> 00:09:43,648 What is the purpose of having a rhino on my team if he cannot defeat a door? 203 00:09:43,684 --> 00:09:45,684 Why are we trying to open the front door... 204 00:09:47,921 --> 00:09:50,314 When we can bring down the whole house? 205 00:09:50,791 --> 00:09:54,526 (ELECTRICITY CRACKLING) (ALL GRUNTING) 206 00:09:54,561 --> 00:09:57,696 Yes. Let's not only crush Parker, 207 00:09:57,731 --> 00:10:01,700 let's destroy the very icon of my hated rival, 208 00:10:01,735 --> 00:10:03,869 Norman Osborn. 209 00:10:07,775 --> 00:10:09,708 You must hurry, Spider-Man. 210 00:10:09,743 --> 00:10:11,743 Does it look like I'm dilly-dallying? 211 00:10:11,779 --> 00:10:14,946 I've created an algorithm that's running all the variants on the spider's venom 212 00:10:14,982 --> 00:10:17,649 to see if there's a version I'm not immune to. 213 00:10:17,684 --> 00:10:19,751 (BEEPS) 214 00:10:19,787 --> 00:10:21,720 I knew you were intelligent, Peter. 215 00:10:21,755 --> 00:10:23,755 But this... This is genius. 216 00:10:25,559 --> 00:10:26,525 (BOTH GROAN) 217 00:10:26,894 --> 00:10:28,293 Wait a minute. 218 00:10:28,329 --> 00:10:30,562 My DNA profile has this anomaly. 219 00:10:30,898 --> 00:10:33,732 - Could that be... - It has to be. 220 00:10:33,767 --> 00:10:36,001 The variants in your blood are extremely rare. 221 00:10:36,036 --> 00:10:39,638 That's why Ock had such a hard time replicating your powers. 222 00:10:39,673 --> 00:10:42,641 It wasn't just the spider that was special, Peter. 223 00:10:42,676 --> 00:10:45,710 It was you. It was always you. 224 00:10:48,615 --> 00:10:50,753 Well, let's hope it still is. 225 00:10:51,218 --> 00:10:53,131 Here goes... Huh? 226 00:10:55,989 --> 00:10:58,623 (RHINO YELLS) 227 00:10:58,659 --> 00:11:03,495 Sinister Six, it is time to enjoy this spectacle from a safer position. 228 00:11:08,869 --> 00:11:10,535 (ALL GRUNT) 229 00:11:16,443 --> 00:11:19,645 Isn't it fitting that both of my enemies were destroyed 230 00:11:19,880 --> 00:11:23,615 by the very building that brought us all together? 231 00:11:23,650 --> 00:11:25,917 (GRUNTS) 232 00:11:25,953 --> 00:11:27,652 I know what you're thinking, Ock. 233 00:11:29,022 --> 00:11:30,956 With as many lives as I seem to have, 234 00:11:30,991 --> 00:11:32,757 why don't they call me "Cat-Man"? 235 00:11:32,793 --> 00:11:34,826 Admit it, that's what you were thinking. 236 00:11:34,862 --> 00:11:35,927 (GRUNTS) 237 00:11:35,963 --> 00:11:37,996 (ALL GROANING) 238 00:11:38,031 --> 00:11:41,535 I am only thinking about your destruction! 239 00:11:42,669 --> 00:11:44,365 Now that's just mean. 240 00:11:44,972 --> 00:11:46,905 Norman, get to safety. 241 00:11:46,940 --> 00:11:49,875 Octavius, you will pay for this! 242 00:11:51,745 --> 00:11:52,911 (GRUNTS) (YELLS) 243 00:11:52,946 --> 00:11:54,018 (GRUNTS) 244 00:11:54,019 --> 00:11:56,882 You all don't seem as excited I have my powers back as I am! 245 00:11:56,917 --> 00:11:59,744 I was really hoping we could share this moment! 246 00:12:02,923 --> 00:12:04,923 So much effort, Spider-Man, 247 00:12:04,958 --> 00:12:07,692 yet you will still not be able to save your friends. 248 00:12:07,728 --> 00:12:09,828 How embarrassing for you. 249 00:12:09,863 --> 00:12:12,497 I don't think you understand just how high my tolerance 250 00:12:12,533 --> 00:12:13,632 for being embarrassed is. 251 00:12:13,667 --> 00:12:14,699 (GRUNTS) 252 00:12:14,735 --> 00:12:15,834 Ahh! Hey! Whoa! 253 00:12:19,806 --> 00:12:20,772 (GROANS) 254 00:12:22,709 --> 00:12:23,773 Huh? 255 00:12:23,774 --> 00:12:25,315 (GRUNTS) 256 00:12:25,612 --> 00:12:26,445 (GROANS) 257 00:12:26,480 --> 00:12:28,480 SPIDER-MAN: The de-powering serum. 258 00:12:29,983 --> 00:12:31,650 (GRUNTS) (YELLS) 259 00:12:31,685 --> 00:12:33,652 Ugh, someone needs a breath mint. 260 00:12:33,687 --> 00:12:35,820 (SCREECHING) 261 00:12:35,856 --> 00:12:37,688 Had a feeling you'd be back. 262 00:12:39,860 --> 00:12:41,760 Told you I'd keep my promise! 263 00:12:41,795 --> 00:12:43,662 (GRUNTING) 264 00:12:45,899 --> 00:12:47,866 Hey Ock, taking a guess here, 265 00:12:47,901 --> 00:12:50,669 but I'm thinking the same serum you used to de-power me 266 00:12:50,704 --> 00:12:52,785 might work on a few other people we know. 267 00:12:53,907 --> 00:12:56,741 I... I'm normal again. 268 00:12:56,777 --> 00:12:59,578 And my memories, they're back! 269 00:12:59,947 --> 00:13:00,946 (GROWLS) 270 00:13:00,981 --> 00:13:02,480 (GRUNTS) 271 00:13:03,650 --> 00:13:04,816 (SCREAMS) 272 00:13:05,852 --> 00:13:07,652 (GROWLS) 273 00:13:09,723 --> 00:13:11,523 Come on, come on, come on, come on! 274 00:13:11,558 --> 00:13:12,524 (ROARS) 275 00:13:13,760 --> 00:13:14,926 Oh, boy. 276 00:13:14,962 --> 00:13:16,312 (GROANING) 277 00:13:16,313 --> 00:13:17,111 Huh? 278 00:13:17,598 --> 00:13:18,563 (WHIMPERING) 279 00:13:19,866 --> 00:13:23,335 Oh, man, this is so much better. 280 00:13:23,370 --> 00:13:24,935 Good to have you back, buddy. 281 00:13:25,235 --> 00:13:25,968 (SCREECHES) 282 00:13:26,573 --> 00:13:29,541 And this is when the punching starts, right, Crossbones? 283 00:13:29,576 --> 00:13:31,943 Thanks for the save, but you're on your own, kid. 284 00:13:31,979 --> 00:13:33,678 This ain't my battle. 285 00:13:34,781 --> 00:13:35,880 (GRUNTS) 286 00:13:35,916 --> 00:13:36,948 Huh? 287 00:13:39,653 --> 00:13:41,753 Okay, so half of you are out. 288 00:13:41,788 --> 00:13:42,954 Maybe it's time to change the name. 289 00:13:42,990 --> 00:13:45,924 How's the "Sinister Unspecified Amount" sound? 290 00:13:45,959 --> 00:13:47,559 (YELLS) 291 00:13:48,729 --> 00:13:49,728 (GRUNTS) 292 00:13:51,632 --> 00:13:52,864 Now, you're a duo. 293 00:13:52,899 --> 00:13:54,766 Speaking of which, where's... Ugh! 294 00:13:57,871 --> 00:14:00,572 Does the Spider ever shut up? 295 00:14:00,607 --> 00:14:02,274 How long have we known each other? 296 00:14:02,309 --> 00:14:05,310 Finally. My last hunt is... 297 00:14:05,345 --> 00:14:06,344 (GROANS) 298 00:14:11,585 --> 00:14:12,684 (KRAVEN GROANS) 299 00:14:14,321 --> 00:14:15,454 You guys saved me. 300 00:14:16,323 --> 00:14:18,757 Bros before rhinos. 301 00:14:19,593 --> 00:14:22,427 You gave me my memories back, Spider-Man 302 00:14:22,463 --> 00:14:25,330 and I now remember who my favorite superhero... 303 00:14:25,365 --> 00:14:27,566 (BOTH GROAN) 304 00:14:28,502 --> 00:14:29,262 (EXCLAIMS) 305 00:14:29,263 --> 00:14:30,519 Are you okay? 306 00:14:30,961 --> 00:14:33,669 After everything I've done to empower them, 307 00:14:33,670 --> 00:14:37,035 you would think they'd have enough respect not to betray me. 308 00:14:37,110 --> 00:14:39,143 Respect, Ock? 309 00:14:39,179 --> 00:14:40,712 Is that what this is all about? 310 00:14:40,713 --> 00:14:42,714 I am the greatest mind on Earth! 311 00:14:42,749 --> 00:14:45,817 And I will remain unrecognized no longer! 312 00:14:45,852 --> 00:14:47,619 Look at all of this! 313 00:14:47,654 --> 00:14:49,587 No one knows you're a genius because they only see 314 00:14:49,623 --> 00:14:50,955 the destruction you cause. 315 00:14:50,991 --> 00:14:53,958 Destruction? I see power. 316 00:14:53,994 --> 00:14:56,761 With great power comes great fear. 317 00:14:56,797 --> 00:14:59,998 And with great fear comes great respect. 318 00:15:00,033 --> 00:15:02,467 Here's some breaking news, Ock. 319 00:15:02,502 --> 00:15:03,835 None of us are afraid of you. 320 00:15:03,870 --> 00:15:08,940 Then I will make you afraid. By showing you truly great power! 321 00:15:09,676 --> 00:15:11,509 (GROANS) 322 00:15:11,978 --> 00:15:13,545 Finally! 323 00:15:15,949 --> 00:15:17,582 (YELLS) 324 00:15:18,652 --> 00:15:20,719 Ock, what have you done? 325 00:15:22,472 --> 00:15:25,965 Ock, you made a serum for yourself? 326 00:15:26,510 --> 00:15:28,343 (GRUNTS) 327 00:15:28,378 --> 00:15:32,414 I foolishly thought I would be respected for my brilliance, 328 00:15:32,449 --> 00:15:37,218 (STRAINING) but world only respects power! (PEOPLE SCREAMING) 329 00:15:37,254 --> 00:15:39,387 Octavius... 330 00:15:39,423 --> 00:15:42,857 Is most powerful! 331 00:15:43,260 --> 00:15:45,427 (ROARS) And I thought you couldn't get any uglier. 332 00:15:45,462 --> 00:15:47,362 This day's full of surprises. 333 00:15:47,397 --> 00:15:49,531 (GRUNTS) Spider-Man, 334 00:15:49,566 --> 00:15:52,200 you will never... (GRUNTS) 335 00:15:52,235 --> 00:15:54,436 Again... (GRUNTS) 336 00:15:54,471 --> 00:15:56,271 My mind... 337 00:15:56,306 --> 00:15:59,174 I can't. 338 00:15:59,509 --> 00:16:02,243 Must destroy! 339 00:16:02,279 --> 00:16:04,212 (ROARS) 340 00:16:07,784 --> 00:16:09,776 The serum erased his intelligence. 341 00:16:09,786 --> 00:16:12,452 Just what I need, a big dumb Ock. 342 00:16:14,825 --> 00:16:16,224 I kind of miss old Ock's gloating, 343 00:16:16,260 --> 00:16:18,059 it was comforting in a strange... 344 00:16:18,095 --> 00:16:20,896 (YELLS) 345 00:16:20,931 --> 00:16:24,384 The bright side... I've always wanted to be taller. 346 00:16:24,385 --> 00:16:26,035 (GRUNTS) Ock? 347 00:16:26,036 --> 00:16:29,838 - You still in there, Doctor? - Help me. 348 00:16:30,140 --> 00:16:31,773 (GROWLS) 349 00:16:32,176 --> 00:16:33,842 (YELLS) 350 00:16:34,144 --> 00:16:35,177 (ROARS) 351 00:16:35,212 --> 00:16:36,778 Ock wants help? 352 00:16:36,813 --> 00:16:38,780 Great, but how? 353 00:16:44,188 --> 00:16:47,831 Not much of it left, only getting one shot at this. 354 00:16:48,926 --> 00:16:51,092 Come on, Ock! Give a spider some space! 355 00:16:51,128 --> 00:16:52,231 (GRUNTS) 356 00:16:52,232 --> 00:16:55,223 Okay! Time for a taste of your own medicine! 357 00:16:55,224 --> 00:16:56,283 (GRUNTS) 358 00:16:57,067 --> 00:16:58,800 (GLASS SHATTERS) 359 00:16:58,835 --> 00:17:00,168 (YELLS) 360 00:17:03,774 --> 00:17:04,906 Ock! 361 00:17:04,942 --> 00:17:06,074 (GROANS) 362 00:17:09,780 --> 00:17:11,179 (BOTH GRUNT) 363 00:17:13,984 --> 00:17:18,153 After all I've done to you, your aunt, your friends, 364 00:17:18,188 --> 00:17:20,889 why would you save me? 365 00:17:20,924 --> 00:17:22,924 It's illogical. 366 00:17:22,960 --> 00:17:25,760 Being a hero isn't always logical, 367 00:17:25,796 --> 00:17:27,762 but it's always about helping others. 368 00:17:27,798 --> 00:17:29,231 You want to be respected for your mind? 369 00:17:29,266 --> 00:17:32,133 Try using it to help someone other than yourself. 370 00:17:32,169 --> 00:17:33,235 Now excuse me, 371 00:17:33,270 --> 00:17:36,204 I've got every hero in the city to save. 372 00:17:36,240 --> 00:17:39,774 You realize I designed that dome to perfection. 373 00:17:39,810 --> 00:17:41,810 There is no way to stop it. 374 00:17:41,845 --> 00:17:43,434 Even I cannot. 375 00:17:43,435 --> 00:17:45,730 Then it looks like I have to be smarter than you. 376 00:17:45,849 --> 00:17:47,648 There's always a way, Ock. 377 00:17:50,787 --> 00:17:52,520 (GRUNTS) 378 00:17:52,555 --> 00:17:54,222 Spidey! I knew you'd make it! 379 00:17:54,257 --> 00:17:55,423 We don't have much time. 380 00:17:55,459 --> 00:17:58,059 Cap, have you tried your shield timed with Thor's hammer? 381 00:17:58,094 --> 00:18:00,195 We've run through every option we've got, Spider-Man. 382 00:18:02,999 --> 00:18:04,165 Not every option. 383 00:18:04,201 --> 00:18:06,067 This S.H.I.E.L.D. tech's gotta find a weakness. 384 00:18:06,102 --> 00:18:07,402 Just need a molecular scan. 385 00:18:09,239 --> 00:18:10,750 Time's running out! 386 00:18:11,241 --> 00:18:12,373 I can see that, Venom. 387 00:18:12,409 --> 00:18:15,176 That data suggests reverse polarization, but only... 388 00:18:15,212 --> 00:18:17,011 At intermittent intervals! 389 00:18:17,047 --> 00:18:19,280 That might do it, but it means... 390 00:18:19,316 --> 00:18:21,282 Modifying some of this equipment. 391 00:18:21,318 --> 00:18:23,117 Thanks for coming back, Doc. 392 00:18:23,153 --> 00:18:26,354 And for using your genius for something other than yourself. 393 00:18:26,389 --> 00:18:28,356 (ALL GROANING) 394 00:18:28,391 --> 00:18:31,192 I am only motivated by the challenge this presents. 395 00:18:31,228 --> 00:18:32,293 Nothing more. 396 00:18:32,329 --> 00:18:34,295 Keep telling yourself that. 397 00:18:34,331 --> 00:18:36,264 All right, Ock, we can do this! 398 00:18:40,203 --> 00:18:41,336 (POWER SURGING) 399 00:18:46,376 --> 00:18:48,142 Sorry I'm late for graduation. 400 00:18:50,313 --> 00:18:52,080 SPIDER-MAN: He's brilliant. 401 00:18:52,115 --> 00:18:55,149 This might sound crazy, but it could be possible 402 00:18:55,185 --> 00:18:57,218 to convince him to use that brilliance for good. 403 00:18:57,254 --> 00:18:59,287 You're right. That does sound crazy. 404 00:18:59,322 --> 00:19:01,990 But anything's possible. 405 00:19:02,025 --> 00:19:05,159 Some of us heroes have pasts we're not proud of either. 406 00:19:06,162 --> 00:19:07,328 Good job, grad. 407 00:19:11,434 --> 00:19:14,068 As the new class of S.H.I.E.L.D. Academy, 408 00:19:14,104 --> 00:19:17,238 you're being given a chance to really learn about responsibility. 409 00:19:17,274 --> 00:19:19,407 To become the Ultimate. 410 00:19:19,442 --> 00:19:21,242 But you won't do it alone. 411 00:19:21,278 --> 00:19:23,011 I'm putting you in the capable hands 412 00:19:23,046 --> 00:19:25,413 of the best new S.H.I.E.L.D. Academy instructors. 413 00:19:25,448 --> 00:19:27,949 SCARLET SPIDER: Now let's see what you punks can do. 414 00:19:27,984 --> 00:19:30,051 And you can call me Coach Venom. 415 00:19:30,086 --> 00:19:32,053 No, no, no! Mister Venom. 416 00:19:32,088 --> 00:19:35,056 No, uh, um... Professor V! Heh! 417 00:19:35,091 --> 00:19:36,257 (GROANS) 418 00:19:40,997 --> 00:19:42,163 (DOOR BELL CHIMES) 419 00:19:42,198 --> 00:19:44,065 Not even a line at the bakery. 420 00:19:44,100 --> 00:19:46,267 Everything's finally coming up Spidey. 421 00:19:46,303 --> 00:19:48,236 VOICE: Hiya, bug-brain. 422 00:19:50,307 --> 00:19:53,582 I knew you'd come back here eventually. 423 00:19:53,583 --> 00:19:54,955 Trapster? 424 00:19:55,045 --> 00:19:57,412 This clown ruined my Uncle Ben's birthday before. 425 00:19:57,447 --> 00:19:59,981 Some might even say my terrible take-down of him 426 00:20:00,016 --> 00:20:02,283 is what got me sent to S.H.I.E.L.D. Academy in the first place. 427 00:20:02,319 --> 00:20:04,946 I've been waiting for this moment for a... 428 00:20:04,947 --> 00:20:06,319 (EXCLAIMS) 429 00:20:08,124 --> 00:20:09,390 (GROANS) 430 00:20:09,426 --> 00:20:12,260 Sorry, buddy, not my first rodeo. 431 00:20:12,295 --> 00:20:16,998 I once told you that Captain America could stop Trapster in five seconds. 432 00:20:17,033 --> 00:20:19,167 That took 3.4 seconds. 433 00:20:19,202 --> 00:20:21,302 Nick Fury! So you're saying, 434 00:20:21,338 --> 00:20:23,338 I'm better than Captain America? 435 00:20:23,373 --> 00:20:25,306 That is not what I'm saying. 436 00:20:25,342 --> 00:20:27,308 I don't know. That's what I'm hearing. 437 00:20:27,344 --> 00:20:30,011 What I'm saying is 438 00:20:30,046 --> 00:20:33,147 maybe you finally are the Ultimate Spider-Man. 439 00:20:33,183 --> 00:20:34,515 Thanks, Nick. 440 00:20:34,551 --> 00:20:36,417 It took me a while to realize it, 441 00:20:36,453 --> 00:20:39,087 but I couldn't have become the Ultimate Spider-Man 442 00:20:39,122 --> 00:20:41,289 until I learned how to be the ultimate Peter Parker. 443 00:20:41,324 --> 00:20:43,291 (MAY LAUGHS) Remember the time he tried to teach you 444 00:20:43,326 --> 00:20:44,492 how to use your chemistry set? 445 00:20:44,527 --> 00:20:47,328 Oh! The whole living room was smoke damaged! 446 00:20:47,364 --> 00:20:49,397 (BOTH LAUGH) But... But that didn't stop him 447 00:20:49,432 --> 00:20:51,165 from trying to teach me. 448 00:20:51,201 --> 00:20:53,167 Oh, Uncle Ben never gave up. 449 00:20:53,203 --> 00:20:54,735 No, he never did. 450 00:20:54,736 --> 00:20:56,071 PETER: I'm still learning from him. 451 00:20:56,406 --> 00:20:59,040 MAY: I think you're teaching like him now, Peter. 452 00:20:59,075 --> 00:21:01,376 - You've come a long way. - Surprising, huh? 453 00:21:01,411 --> 00:21:03,378 The only person surprised is you. 454 00:21:03,413 --> 00:21:07,215 We all knew exactly the kind of hero you'd turn out to be. 455 00:21:07,250 --> 00:21:08,316 (PHONE BEEPS) 456 00:21:08,351 --> 00:21:10,151 Oh, my! News alert. 457 00:21:10,186 --> 00:21:12,253 There's a bank robbery in the East Village. 458 00:21:15,291 --> 00:21:18,126 SPIDER-MAN: So, I guess this is it. 459 00:21:18,161 --> 00:21:19,994 But there's no need to get all sappy. 460 00:21:21,164 --> 00:21:24,098 I thought once I became the Ultimate Spider-Man, 461 00:21:24,134 --> 00:21:25,266 that would mean my work was done. 462 00:21:26,136 --> 00:21:27,201 But far from it. 463 00:21:29,039 --> 00:21:30,171 This isn't the end. 464 00:21:30,206 --> 00:21:32,106 This is only the beginning. 465 00:21:33,200 --> 00:21:36,400 Sync and corrections by masaca - addic7ed.com - 32893

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