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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
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