1
00:00:03,437 --> 00:00:05,004
Friendly neighborhood
Spider-Man here,
2
00:00:05,039 --> 00:00:07,706
and I've been dealing with some
pretty heavy stuff recently.
3
00:00:09,810 --> 00:00:11,677
CONNORS: Almost there.
4
00:00:12,813 --> 00:00:14,079
Almost there.
5
00:00:16,117 --> 00:00:18,851
This kinda heavy?
No problemo.
6
00:00:18,886 --> 00:00:21,654
Proportionate strength of
a spider blah, blah, blah...
7
00:00:21,689 --> 00:00:24,089
But the real heavy is what's going
on with S.H.I.E.L.D. Academy.
8
00:00:24,125 --> 00:00:25,791
Fury is still missing.
9
00:00:25,860 --> 00:00:27,693
Rhino turned horn and betrayed us.
10
00:00:27,728 --> 00:00:29,895
And Doc Ock sidelined Agent Venom.
11
00:00:29,931 --> 00:00:31,697
Some leader I turned out to be.
12
00:00:31,732 --> 00:00:34,934
I should win LVP,
Least Valuable Player.
13
00:00:34,969 --> 00:00:36,835
Be careful.
14
00:00:36,871 --> 00:00:39,672
Don't wanna damage the power
supply to my anti-Hydra weapon.
15
00:00:40,741 --> 00:00:42,041
Anti-Hydra weapon?
16
00:00:42,076 --> 00:00:44,643
Okay. A, nice.
17
00:00:44,679 --> 00:00:46,879
And two, might wanna rethink the name.
18
00:00:46,914 --> 00:00:48,714
Kinda obvious.
19
00:00:48,749 --> 00:00:52,685
Whatever you say,
Spider... Man.
20
00:00:52,720 --> 00:00:53,752
Touche.
21
00:00:55,823 --> 00:00:57,022
(MACHINE POWERING UP)
22
00:01:04,732 --> 00:01:07,766
A-ha! Science success.
23
00:01:07,802 --> 00:01:08,968
It took some work,
24
00:01:09,003 --> 00:01:10,669
but this is the most powerful weapon
25
00:01:10,705 --> 00:01:12,604
we have in our battle against Hydra.
26
00:01:21,048 --> 00:01:23,615
Whoa! And you're
keeping it here?
27
00:01:23,651 --> 00:01:25,858
You realize that everyone
and their mother's infiltrated
28
00:01:25,883 --> 00:01:27,019
the Triskelion at least once?
29
00:01:27,054 --> 00:01:28,780
Sometimes twice.
30
00:01:33,894 --> 00:01:35,728
SPIDER-MAN: What's this?
31
00:01:35,763 --> 00:01:39,064
The weapon key.
It can't function without it.
32
00:01:39,100 --> 00:01:42,768
Put this somewhere
no one would ever look,
33
00:01:42,803 --> 00:01:43,902
even me.
34
00:01:43,938 --> 00:01:46,905
Got the perfect place, maybe.
35
00:01:58,719 --> 00:02:00,052
Guess I got to think this through.
(BEEPING)
36
00:02:00,087 --> 00:02:01,754
Huh? Ben?
37
00:02:01,789 --> 00:02:03,789
Tell me you're on your way, punk.
38
00:02:03,824 --> 00:02:07,793
Duh, I'm totally on my way
to, uh, to where again?
39
00:02:07,828 --> 00:02:09,795
Aunt May's birthday party.
40
00:02:09,830 --> 00:02:11,030
You picked up the cake, right?
41
00:02:11,832 --> 00:02:12,965
Sure did.
42
00:02:14,635 --> 00:02:15,868
Sure didn't!
43
00:02:15,903 --> 00:02:18,670
Sorry, Dr. Connors,
gotta run, urgent situation.
44
00:02:18,706 --> 00:02:20,973
Okay, Mission Cake, complete success.
45
00:02:21,008 --> 00:02:22,741
Now let's get this party started.
46
00:02:22,777 --> 00:02:24,743
(EXPLOSION)
(ALARM RINGING)
47
00:02:24,779 --> 00:02:26,045
Unless there's an emergency.
48
00:02:30,751 --> 00:02:31,917
Hey, Shriek!
49
00:02:31,952 --> 00:02:34,019
I'm not sure that's
an authorized withdrawal.
50
00:02:34,055 --> 00:02:36,755
How about I withdraw
the breath from your body?
51
00:02:36,791 --> 00:02:38,057
(GRUNTS)
52
00:02:38,092 --> 00:02:41,026
Attack me all you want,
just do not touch this cake.
53
00:02:41,062 --> 00:02:42,961
Not the cake. Not the cake.
Not the cake!
54
00:02:53,641 --> 00:02:54,673
(GRUNTING)
55
00:02:56,444 --> 00:02:59,478
Stop, you're putting
innocent cake at risk.
56
00:02:59,513 --> 00:03:01,580
That's funny, I thought you said cake.
57
00:03:02,683 --> 00:03:04,283
(BOTH EXCLAIMING)
58
00:03:05,619 --> 00:03:06,585
(SONIC BLAST)
59
00:03:07,488 --> 00:03:08,654
(SHOUTING)
60
00:03:10,624 --> 00:03:13,392
(IN SLOW MOTION)
Cake!
61
00:03:19,433 --> 00:03:22,401
Just a little bump, cake's still good.
(SHOUTS)
62
00:03:22,436 --> 00:03:25,571
You did say cake!
(SPIDER-MAN SCREAMING)
63
00:03:25,606 --> 00:03:29,541
(LAUGHING)
Enjoy your party, Spider-Man,
64
00:03:29,577 --> 00:03:30,676
I'm outta... Whoa!
65
00:03:34,348 --> 00:03:35,547
(GASPS)
66
00:03:36,650 --> 00:03:38,484
No matter how fast you run,
67
00:03:38,519 --> 00:03:40,452
I'll always be able to "ketchup".
68
00:03:42,356 --> 00:03:43,489
See what I did there?
69
00:03:43,524 --> 00:03:45,357
Not sure I'll be topping that joke.
70
00:03:50,498 --> 00:03:51,697
One quick change later,
71
00:03:51,732 --> 00:03:53,532
and I'm just your friendly
neighborhood nephew.
72
00:03:54,435 --> 00:03:55,701
(AUNT MAY GROWLING)
73
00:03:57,805 --> 00:04:00,639
I got it, Goblin!
J. Jonah?
74
00:04:03,511 --> 00:04:04,576
Oh, Ben!
75
00:04:04,612 --> 00:04:06,311
Hey!
76
00:04:06,347 --> 00:04:07,479
(ALL LAUGHING)
77
00:04:09,383 --> 00:04:11,283
Welcome to my Aunt May's.
78
00:04:11,318 --> 00:04:14,586
Aka, the unofficial clubhouse
for the Web Warriors.
79
00:04:14,622 --> 00:04:18,490
Amadeus Cho, but you might
know him as the Iron Spider.
80
00:04:18,526 --> 00:04:21,326
Miles Morales calls
himself the Kid Arachnid.
81
00:04:21,362 --> 00:04:25,430
Ben Riley, named after
my uncle, is Scarlet Spider.
82
00:04:25,466 --> 00:04:28,333
And right now Flash Thompson
is just Flash Thompson,
83
00:04:28,369 --> 00:04:30,602
but when he is not injured,
he's Agent Venom.
84
00:04:30,638 --> 00:04:34,406
Oh, Peter, punctual as always.
85
00:04:35,609 --> 00:04:38,277
Oh, Aunt May, you're gonna ruin my rep.
86
00:04:38,312 --> 00:04:41,580
Oh, so you can face monsters
and madmen as Spider-Man,
87
00:04:41,615 --> 00:04:43,382
but not kisses?
88
00:04:43,417 --> 00:04:45,317
Even on my birthday?
89
00:04:45,719 --> 00:04:47,319
Hmm.
90
00:04:47,354 --> 00:04:49,755
Oh, Peter, you're gonna ruin my rep.
91
00:04:51,458 --> 00:04:53,692
(ALL LAUGHING)
92
00:04:54,595 --> 00:04:56,528
So, now where were we?
93
00:04:58,332 --> 00:05:00,265
(SOFTLY) You brought the cake, right?
94
00:05:00,301 --> 00:05:01,667
Brought it?
I fought crime with it.
95
00:05:01,702 --> 00:05:03,468
We had a team-up together.
96
00:05:06,340 --> 00:05:08,340
I'm not even gonna ask.
97
00:05:08,375 --> 00:05:12,377
What? But...
But if that's here...
98
00:05:16,717 --> 00:05:20,419
Okay, I'll get this to
the NYPD as soon as possible.
99
00:05:20,454 --> 00:05:21,553
Think they'll give the cake back,
100
00:05:21,589 --> 00:05:23,255
or will it be impounded as evidence?
101
00:05:23,290 --> 00:05:24,523
Doesn't matter.
102
00:05:24,558 --> 00:05:27,259
'Cause based on the fact
that I actually know you,
103
00:05:27,294 --> 00:05:28,594
I expected this. So...
104
00:05:32,566 --> 00:05:33,665
Backup cake?
105
00:05:33,701 --> 00:05:35,467
Backup cake.
106
00:05:35,502 --> 00:05:38,537
Dude! Thanks for being
someone I can always count on.
107
00:05:38,572 --> 00:05:41,473
You're just lucky you have a cool aunt.
108
00:05:41,508 --> 00:05:44,476
You really surrounded
yourself with a good bunch.
109
00:05:44,511 --> 00:05:46,578
And we wouldn't be here without you.
110
00:05:46,614 --> 00:05:48,280
Happy birthday, Aunt May.
111
00:05:50,417 --> 00:05:52,651
Thanks for always being
there, no matter what.
112
00:05:52,686 --> 00:05:54,386
And for making me feel at home,
113
00:05:54,421 --> 00:05:56,388
even though I am not even
from this dimension.
114
00:05:56,423 --> 00:05:58,557
For taking me in when I got injured.
115
00:05:58,592 --> 00:06:00,559
For helping me always look
on the bright side,
116
00:06:00,594 --> 00:06:02,227
even if it's illogical.
117
00:06:02,263 --> 00:06:03,328
For giving me my name.
118
00:06:04,431 --> 00:06:05,664
Oh! (SIGHS)
119
00:06:14,642 --> 00:06:17,409
(SIGHS) I don't even know what to say.
120
00:06:17,444 --> 00:06:19,678
Thank you truly, boys.
121
00:06:19,713 --> 00:06:22,581
Oh, and Connors at S.H.I.E.L.D.
got you a gift too.
122
00:06:22,616 --> 00:06:24,349
Uh... Here.
123
00:06:25,352 --> 00:06:28,587
It's wonderful.
What is it?
124
00:06:28,622 --> 00:06:31,757
Art. Very modern,
very thought-provoking.
125
00:06:31,792 --> 00:06:33,692
That's got to be the ugliest...
126
00:06:33,727 --> 00:06:35,727
It's art.
Art's not ugly.
127
00:06:35,763 --> 00:06:39,531
I believe it is scientifically impossible
for an object to be any uglier.
128
00:06:39,566 --> 00:06:41,633
Look how we are already
talking about it.
129
00:06:41,669 --> 00:06:44,403
Thought-provoking
indeed, I love it.
130
00:06:44,438 --> 00:06:46,338
(CHUCKLES)
131
00:06:46,373 --> 00:06:48,507
It would take May to find a way
to love something that repulsive.
132
00:06:48,542 --> 00:06:50,442
(WATCHES BEEPING)
133
00:06:50,477 --> 00:06:52,511
Distress call, from the Triskelion.
134
00:06:54,481 --> 00:06:57,416
Uh... Aunt May?
135
00:06:57,451 --> 00:06:58,684
Well, what are you waiting for?
136
00:06:58,719 --> 00:07:01,219
Go be heroes, my party can wait.
137
00:07:01,722 --> 00:07:03,588
Let's go, guys!
138
00:07:05,526 --> 00:07:07,526
Better let the rest of us
handle this one, buddy.
139
00:07:07,561 --> 00:07:08,694
Oh, man.
140
00:07:08,729 --> 00:07:11,330
But you have to do
the most important job.
141
00:07:11,365 --> 00:07:13,398
Keep an eye on Aunt May.
142
00:07:13,434 --> 00:07:16,435
You got it.
No one will get past me.
143
00:07:25,346 --> 00:07:27,312
Still nothing new over coms.
144
00:07:27,348 --> 00:07:30,515
They're just transmitting the automated
distress signal, over and over.
145
00:07:30,551 --> 00:07:31,683
Be ready for anything,
146
00:07:31,719 --> 00:07:33,585
this could be a massive attack.
147
00:07:35,556 --> 00:07:39,524
(GRUNTS)
Or one madman by himself.
148
00:07:39,560 --> 00:07:40,659
Give it up, Ock!
149
00:07:40,694 --> 00:07:42,594
You're between a web and a hard fist.
150
00:07:42,629 --> 00:07:45,330
If you're smart, which you've
told me a zillion times you are,
151
00:07:45,366 --> 00:07:47,332
just turn yourself in.
152
00:07:47,368 --> 00:07:49,668
Wait, are you turning yourself in?
153
00:07:49,703 --> 00:07:54,272
(CHUCKLES) Ever the
optimist, of course not.
154
00:07:54,308 --> 00:07:56,742
I'm just here to reacquaint
you with some old friends.
155
00:07:56,777 --> 00:08:00,445
Electro, Rhino, Kraven,
156
00:08:00,481 --> 00:08:03,548
Goblin, Hydro-Man,
157
00:08:03,584 --> 00:08:07,285
I assume you can do
the math, Spider-Man.
158
00:08:07,321 --> 00:08:11,323
SPIDER-MAN: You did it. You put
together a new Sinister Six.
159
00:08:11,358 --> 00:08:13,558
Don't let anyone ever tell you
you're not predictable.
160
00:08:13,594 --> 00:08:16,395
Sinister Six or Sinister Sixty,
161
00:08:16,430 --> 00:08:18,230
we can stop 'em.
162
00:08:18,265 --> 00:08:20,399
Just lead the way, Spidey.
163
00:08:20,434 --> 00:08:22,467
Last time I led a teammate
into battle with Doc Ock,
164
00:08:22,503 --> 00:08:24,336
they ended up in a wheelchair.
165
00:08:24,371 --> 00:08:25,637
I cannot let that happen again.
166
00:08:25,672 --> 00:08:27,572
What's the plan?
167
00:08:27,608 --> 00:08:29,374
SPIDER-MAN: Retreat.
(BEEPS)
168
00:08:29,410 --> 00:08:31,476
Finally! Wait, what? (ALL SCREAMING)
169
00:08:34,481 --> 00:08:36,314
This way.
170
00:08:37,317 --> 00:08:39,384
We ran away! Why?
171
00:08:39,420 --> 00:08:41,353
Just trust me on this, Scarlet.
172
00:08:43,424 --> 00:08:46,358
KID ARACHNID: This is a major attack,
what's wrong with all of you?
173
00:08:46,393 --> 00:08:47,526
Wrong with us?
174
00:08:47,561 --> 00:08:49,428
The distress call must have been faked.
175
00:08:49,463 --> 00:08:51,530
He clearly got into
our security systems.
176
00:08:51,565 --> 00:08:53,365
And he's taken over our coms.
177
00:08:53,400 --> 00:08:55,400
Who we talking about here?
178
00:08:55,436 --> 00:08:57,436
Doc Ock and his new Sinister Six.
179
00:08:57,471 --> 00:09:00,439
But I've got it under control,
Fury left evacuation plans.
180
00:09:00,474 --> 00:09:02,607
Let's move, people.
181
00:09:02,643 --> 00:09:04,676
Didn't you hear?
Time to go!
182
00:09:04,711 --> 00:09:07,312
Squirrel Girl, pack up
Tippy Toes' acorns.
183
00:09:08,315 --> 00:09:09,514
Don't you get it, punk?
184
00:09:09,550 --> 00:09:11,349
Look at them.
185
00:09:11,385 --> 00:09:14,386
You brought most of them here.
You made them into a team.
186
00:09:14,421 --> 00:09:17,656
Now this is their home and they
are not ready to abandon it.
187
00:09:17,691 --> 00:09:20,292
Look, I don't have exactly
the best track record
188
00:09:20,327 --> 00:09:22,427
when it comes to taking
on Ock directly. I...
189
00:09:22,463 --> 00:09:24,463
Forget Fury's evacuation plan,
190
00:09:24,498 --> 00:09:26,531
we need you to lead.
191
00:09:26,567 --> 00:09:28,433
Can you do it?
192
00:09:28,469 --> 00:09:30,669
DR. OCTOPUS: The day has
come, my Sinister Six.
193
00:09:30,704 --> 00:09:35,273
All that stands between you and
everything you've ever wanted
194
00:09:35,309 --> 00:09:38,543
is Spider-Man and
his so-called heroes.
195
00:09:38,579 --> 00:09:40,378
What are you going to do?
196
00:09:40,414 --> 00:09:42,347
SINISTER SIX:
Destroy them!
197
00:09:43,283 --> 00:09:44,583
(ALL GRUNTING)
198
00:09:47,654 --> 00:09:50,422
(LAUGHS)
Like the insects they are,
199
00:09:50,457 --> 00:09:53,425
they run when faced with
the might of our boot.
200
00:09:53,460 --> 00:09:55,293
We shall overrun their lair.
201
00:09:55,329 --> 00:09:57,429
Lair?
Who talks like that?
202
00:09:57,464 --> 00:10:00,632
Oh, I know,
megalomaniacal supervillains.
203
00:10:00,667 --> 00:10:04,402
This is S.H.I.E.L.D. Academy,
where heroes are trained.
204
00:10:04,438 --> 00:10:05,570
Come on, team,
205
00:10:05,606 --> 00:10:07,339
let's show 'em what we've learned.
206
00:10:09,409 --> 00:10:11,176
All demy,
207
00:10:11,211 --> 00:10:13,311
let's send Ock's Sinister Six packing.
208
00:10:14,214 --> 00:10:16,181
(GOBLIN ROARS)
209
00:10:18,418 --> 00:10:20,118
IRON SPIDER:
Want sharp knives, Kraven?
210
00:10:20,153 --> 00:10:22,020
Try sharp stingers!
211
00:10:22,055 --> 00:10:23,355
(GROWLING)
212
00:10:25,492 --> 00:10:27,292
SQUIRREL GIRL: Hey guys,
could use a little help
213
00:10:27,327 --> 00:10:29,127
against electric pants here.
214
00:10:29,162 --> 00:10:32,430
(ELECTRO GRUNTS)
215
00:10:32,466 --> 00:10:34,299
SQUIRREL GIRL:
Thanks, Cloak.
216
00:10:39,139 --> 00:10:41,373
(RHINO GROWLING)
217
00:10:41,408 --> 00:10:44,109
KID ARACHNID: Ah!
I did not miss this guy!
218
00:10:44,144 --> 00:10:46,444
Miles, we trained for exactly this.
219
00:10:46,480 --> 00:10:48,446
SPIDER-MAN: Look for Goblin's
normal attack pattern.
220
00:10:48,482 --> 00:10:54,386
One, two, three, four, five, now!
221
00:10:54,421 --> 00:10:56,154
(ROARING)
222
00:10:57,324 --> 00:10:59,224
Nailed it.
223
00:10:59,259 --> 00:11:00,392
SPIDER-MAN:
Not surprised...
224
00:11:01,228 --> 00:11:02,260
Whoa!
225
00:11:05,332 --> 00:11:07,365
I'm the mouse to this guy's cat.
226
00:11:07,401 --> 00:11:10,101
His electrical blast
will short out my armor.
227
00:11:10,137 --> 00:11:12,370
Reroute your armor for offensive
attacks and defend with the webbing.
228
00:11:12,406 --> 00:11:14,172
It'll dampen the electricity.
229
00:11:14,207 --> 00:11:15,307
On it.
230
00:11:15,342 --> 00:11:16,408
(ELECTRICITY CRACKLING)
(GRUNTS)
231
00:11:20,180 --> 00:11:21,179
Hmm?
232
00:11:22,049 --> 00:11:23,381
(ELECTRO GROANS)
233
00:11:23,417 --> 00:11:25,050
SPIDER-MAN: Who said I couldn't
do this leadership thing?
234
00:11:25,085 --> 00:11:26,418
(RHINO GRUNTING)
235
00:11:26,453 --> 00:11:28,286
That was you, actually.
236
00:11:28,322 --> 00:11:30,088
SPIDER-MAN: Sometimes
I say stupid things.
237
00:11:31,391 --> 00:11:33,291
(GRUNTS)
238
00:11:33,327 --> 00:11:35,393
Rhino, why are we fighting, buddy?
239
00:11:35,429 --> 00:11:37,228
You can't stand Doc Ock.
240
00:11:37,264 --> 00:11:41,099
Must obey Octopus.
241
00:11:41,134 --> 00:11:43,301
Oh, great, he has done
a number on your brain, huh?
242
00:11:46,306 --> 00:11:47,472
(GROANS)
(GASPS)
243
00:11:48,475 --> 00:11:51,076
(GROANING)
244
00:11:51,111 --> 00:11:55,280
Must squash Spider!
245
00:11:57,084 --> 00:11:59,250
Don't worry, Spidey, I got this one.
246
00:11:59,286 --> 00:12:01,252
(CHATTERING)
247
00:12:01,288 --> 00:12:03,221
(SCREAMING)
248
00:12:03,256 --> 00:12:05,290
(SQUIRRELS CHATTERING)
249
00:12:10,397 --> 00:12:13,231
Oh, no! Keep them away!
250
00:12:13,266 --> 00:12:16,301
I trusted you, Rhino.
But you betrayed us.
251
00:12:16,336 --> 00:12:19,104
Were you Ock's spy the whole
time you were in the Academy?
252
00:12:19,139 --> 00:12:24,175
Was never a spy.
Ock just used me to escape.
253
00:12:24,211 --> 00:12:27,379
You weren't the spy?
Then who... Ah!
254
00:12:33,286 --> 00:12:35,220
Ugh. Wipe-out.
255
00:12:35,255 --> 00:12:39,124
You look thirsty.
Have a drink on me.
256
00:12:45,265 --> 00:12:48,266
Thanks, but I think I'm
pretty well hydrated already.
257
00:12:48,301 --> 00:12:51,102
(GRUNTS)
258
00:12:51,138 --> 00:12:55,173
(LAUGHING)
Yeah. Nice try.
259
00:12:56,243 --> 00:12:57,475
It's like punching a bath.
260
00:12:57,511 --> 00:12:59,377
(ALL GRUNTING)
261
00:13:02,215 --> 00:13:04,015
How can we fight
something we can't hit?
262
00:13:06,153 --> 00:13:08,219
We don't. Give him
a trip, Cloak.
263
00:13:13,293 --> 00:13:15,427
You can't run from an Elemental.
264
00:13:17,097 --> 00:13:18,129
Why would we run...
265
00:13:28,375 --> 00:13:30,308
when we can teleport?
266
00:13:30,343 --> 00:13:33,011
Welcome to the middle
of the Atlantic Ocean.
267
00:13:35,082 --> 00:13:36,414
(GROWLS) Gah!
268
00:13:40,253 --> 00:13:43,421
Set all the traps you want,
Kraven, we've got you.
269
00:13:43,457 --> 00:13:47,325
Kraven the Hunter
does not only set traps,
270
00:13:47,360 --> 00:13:49,094
he is a trap.
271
00:13:52,499 --> 00:13:55,066
You are only small game,
272
00:13:55,102 --> 00:13:59,204
the Spider-Man
is the real hunt.
273
00:13:59,239 --> 00:14:01,372
You really need to get over
this obsession with me, Kraven.
274
00:14:01,408 --> 00:14:04,976
I already told you, Ock holds the
number one villain spot in my heart.
275
00:14:05,011 --> 00:14:08,079
Finally, the real hunt begins.
276
00:14:12,152 --> 00:14:13,118
(KRAVEN GRUNTS)
277
00:14:15,255 --> 00:14:17,288
Never been ported into a jail cell?
278
00:14:17,324 --> 00:14:19,090
Then today is your lucky day.
279
00:14:19,126 --> 00:14:23,294
Cloak, is it? Kraven planned
a trap for you as well.
280
00:14:23,330 --> 00:14:25,430
(SCREAMS)
281
00:14:30,437 --> 00:14:34,005
(GASPING)
What did you do?
282
00:14:34,040 --> 00:14:38,109
An injured animal always wants
to run away from its predator.
283
00:14:38,145 --> 00:14:40,445
Now you can't control where you run to.
284
00:14:40,480 --> 00:14:43,081
(CLOAK SCREAMING)
(GASPING)
285
00:14:44,117 --> 00:14:46,451
Where were we?
We were done.
286
00:14:46,486 --> 00:14:48,987
(GRUNTS)
(GROANS)
287
00:14:51,391 --> 00:14:54,025
How is that evacuation
plan looking now?
288
00:14:54,060 --> 00:14:56,327
You were right, we needed
to fight for our home.
289
00:14:56,363 --> 00:14:59,397
Nah, what we needed was
your leadership, punk.
290
00:14:59,432 --> 00:15:02,133
This makes up for the cake, almost.
291
00:15:05,071 --> 00:15:06,971
SPIDER-MAN:
Looks like we won!
292
00:15:08,108 --> 00:15:10,108
Wait, where is Ock?
293
00:15:10,143 --> 00:15:13,044
He wouldn't leave the battle unless
he's got some other plan up his sleeve.
294
00:15:13,079 --> 00:15:14,145
Yeah, but...
295
00:15:14,181 --> 00:15:16,281
Oh, no!
The anti-Hydra weapon!
296
00:15:16,316 --> 00:15:18,983
Come on! That can't
be its real name.
297
00:15:21,488 --> 00:15:24,422
And who do we catch with
his hand in the cookie jar?
298
00:15:24,457 --> 00:15:26,124
Back up now, Ock.
299
00:15:26,159 --> 00:15:29,260
And we'll only break
a tentacle, or four.
300
00:15:29,296 --> 00:15:31,362
(DR. OCTOPUS SNICKERS)
301
00:15:32,365 --> 00:15:34,332
(BOTH GROANING)
302
00:15:35,402 --> 00:15:37,068
Quiet please,
303
00:15:37,103 --> 00:15:40,138
can't you see this is
a delicate operation?
304
00:15:40,173 --> 00:15:42,373
Keep at it, this force field
can't keep us both out.
305
00:15:42,409 --> 00:15:44,209
It is so you, Ock,
306
00:15:44,244 --> 00:15:46,211
to use the Sinister Six
as a distraction
307
00:15:46,246 --> 00:15:47,445
to get your hands on this weapon.
308
00:15:47,480 --> 00:15:50,181
My old friend Connors
is a lesser intellect,
309
00:15:50,217 --> 00:15:54,018
but I must admit he has exceeded
his abilities with this creation.
310
00:15:55,121 --> 00:15:57,322
Get this, Rhino wasn't the mole,
311
00:15:57,357 --> 00:16:00,091
and Ock knowing about
the new weapon proves it.
312
00:16:00,126 --> 00:16:01,960
There's still a spy
in S.H.I.E.L.D.,
313
00:16:01,995 --> 00:16:03,161
don't trust anyone.
314
00:16:03,196 --> 00:16:05,163
You're being paranoid.
(GRUNTS)
315
00:16:08,368 --> 00:16:11,402
Ah, force fields come, force fields go,
316
00:16:11,438 --> 00:16:14,038
I have other defenses.
317
00:16:16,042 --> 00:16:17,008
(GRUNTS)
318
00:16:18,378 --> 00:16:19,377
Scarlet!
319
00:16:20,247 --> 00:16:21,379
(LAUGHING)
320
00:16:21,414 --> 00:16:22,413
(KID ARACHNID GROANS)
321
00:16:22,449 --> 00:16:24,082
Miles...
322
00:16:24,117 --> 00:16:27,318
Two Spiders down, time for a third.
323
00:16:27,354 --> 00:16:28,953
(GROWLS)
324
00:16:28,989 --> 00:16:31,089
I preferred fighting the force field.
325
00:16:35,262 --> 00:16:40,999
Spider-Man, it was my destiny
to come to this universe,
326
00:16:41,034 --> 00:16:43,234
and destroy you.
327
00:16:43,270 --> 00:16:45,870
You sure about that?
328
00:16:45,905 --> 00:16:48,172
'Cause my fortune cookie said my destiny
was not to be destroyed by a goblin.
329
00:16:48,208 --> 00:16:50,008
(ROARS)
330
00:16:50,043 --> 00:16:53,111
Okay, this is exactly what I
told Kid Arachnid not to do.
331
00:16:53,146 --> 00:16:54,245
Gotta focus.
332
00:16:54,281 --> 00:16:57,882
One, two, three,
333
00:16:57,917 --> 00:17:00,051
four, five, now!
334
00:17:03,156 --> 00:17:04,956
(GROANS)
335
00:17:04,991 --> 00:17:06,924
(GRUNTS)
336
00:17:07,994 --> 00:17:09,093
(EXCLAIMS)
337
00:17:09,129 --> 00:17:10,795
(GOBLIN GRUNTS)
338
00:17:13,833 --> 00:17:15,066
(GROANS)
339
00:17:20,940 --> 00:17:24,108
Just you and me, Ock.
No more of your goons.
340
00:17:24,144 --> 00:17:26,144
Aw, did you beat Goblin again?
341
00:17:26,179 --> 00:17:29,047
No matter, he only needed
to keep you occupied
342
00:17:29,082 --> 00:17:31,149
while I claimed Connors' weapon.
343
00:17:31,184 --> 00:17:32,850
And exactly how long do you think
344
00:17:32,886 --> 00:17:34,752
I'm gonna let you hold on to that?
345
00:17:34,788 --> 00:17:37,922
Long enough, at least if he
has anything to say about it.
346
00:17:41,928 --> 00:17:43,895
(HYDRO-MAN LAUGHING)
347
00:17:45,932 --> 00:17:48,866
I'm back!
348
00:17:49,269 --> 00:17:50,968
Spidey to the Academy.
349
00:17:51,004 --> 00:17:53,004
Hydro-Man incoming,
like big-time.
350
00:17:53,039 --> 00:17:54,038
Do you read me?
351
00:17:55,809 --> 00:17:57,775
(DR. OCTOPUS LAUGHING)
352
00:17:59,179 --> 00:18:01,979
You realize, of course,
that I'm still jamming
353
00:18:02,015 --> 00:18:04,048
the S.H.I.E.L.D.
communications grid?
354
00:18:04,084 --> 00:18:07,952
They cannot hear you.
(LAUGHS)
355
00:18:07,987 --> 00:18:09,754
(RUMBLING)
Huh?
356
00:18:12,992 --> 00:18:14,726
(HYDRO-MAN LAUGHS)
357
00:18:14,761 --> 00:18:16,094
We're in the impact zone.
358
00:18:16,129 --> 00:18:18,129
Grab hold of something.
359
00:18:19,966 --> 00:18:21,099
(GLASS SHATTERING)
360
00:18:26,973 --> 00:18:27,972
(GASPS)
361
00:18:30,977 --> 00:18:34,779
SQUIRREL GIRL:
Hold on, guys!
362
00:18:36,182 --> 00:18:38,149
(LAUGHING MANIACALLY)
363
00:18:38,184 --> 00:18:41,152
You do know how to make
an entrance, Hydro-Man.
364
00:18:41,187 --> 00:18:44,188
Now secure the perimeter.
Nobody in, nobody out.
365
00:18:44,224 --> 00:18:46,124
Anything for you, Doc.
366
00:18:55,969 --> 00:18:57,235
DR. OCTOPUS: According
to my information,
367
00:18:57,270 --> 00:18:59,837
Fury left you with an evacuation plan.
368
00:18:59,873 --> 00:19:02,039
But you chose not to take it.
369
00:19:02,108 --> 00:19:04,776
No, not when we can still fight.
370
00:19:04,811 --> 00:19:06,010
Not going to give up.
371
00:19:06,045 --> 00:19:08,012
Oh, yes.
Thank you for that.
372
00:19:08,047 --> 00:19:12,150
It was exactly what I needed for
my plan to fall into place.
373
00:19:12,185 --> 00:19:15,052
I personally had no faith
you would be so careless
374
00:19:15,088 --> 00:19:17,855
after what I did to your friend, Venom.
375
00:19:17,891 --> 00:19:19,891
Pleased that I was wrong.
376
00:19:19,926 --> 00:19:24,195
Years and years in search
of your singular weakness,
377
00:19:24,230 --> 00:19:26,864
I was starting to feel
you did not have one.
378
00:19:26,900 --> 00:19:30,868
Not when you had the heroes of Fury's
Academy fighting alongside you.
379
00:19:34,007 --> 00:19:36,974
That's right, my greatest
strength isn't my powers.
380
00:19:37,010 --> 00:19:39,110
It's the team that
we built here together.
381
00:19:39,145 --> 00:19:40,845
Indeed.
382
00:19:40,880 --> 00:19:45,049
Tell me, do you trust
this team of yours?
383
00:19:45,084 --> 00:19:48,786
Of course, I'd trust
any of them with my life.
384
00:19:48,822 --> 00:19:50,121
Exactly as I thought.
385
00:19:50,156 --> 00:19:52,790
Let's stop playing with our
prey and finish this game.
386
00:19:52,826 --> 00:19:55,059
(SCARLET SPIDER GRUNTS)
(SPIDER-MAN GROANS)
387
00:19:58,998 --> 00:20:00,832
Ben?
388
00:20:00,867 --> 00:20:02,967
What? No.
389
00:20:03,002 --> 00:20:05,870
Come on, punk.
You're a smart guy.
390
00:20:05,905 --> 00:20:08,239
Can't you figure out when you're
being stabbed in the back?
391
00:20:08,274 --> 00:20:11,242
(SPIDER-MAN GRUNTING)
392
00:20:11,277 --> 00:20:13,878
Rhino wasn't the spy!
393
00:20:13,913 --> 00:20:15,179
You were?
394
00:20:15,215 --> 00:20:18,216
(SCOFFS) The genius finally gets it.
395
00:20:18,251 --> 00:20:21,953
DR. OCTOPUS: We were never going
to be the new Sinister Six.
396
00:20:21,988 --> 00:20:24,989
No, we were always going to be more.
397
00:20:25,024 --> 00:20:27,992
The Sinister Seven.
398
00:20:28,027 --> 00:20:29,794
(SPIDER-MAN GROANING)
399
00:20:32,232 --> 00:20:34,932
No, I don't believe it.
400
00:20:34,968 --> 00:20:37,969
Ben, we're friends!
401
00:20:38,004 --> 00:20:39,937
I told you when we first met,
402
00:20:39,973 --> 00:20:42,907
I don't have friends.
403
00:20:42,942 --> 00:20:45,076
Saving you from drowning, my sob story,
404
00:20:45,111 --> 00:20:47,278
pretending to join
your rag-tag team.
405
00:20:47,313 --> 00:20:49,947
And now for
the coup-de-grace.
406
00:20:49,983 --> 00:20:54,852
Scarlet, please divulge to me
Spider-Man's greatest secret,
407
00:20:54,888 --> 00:20:56,954
his true identity.
408
00:20:57,257 --> 00:21:00,091
(STRUGGLING)
409
00:21:00,126 --> 00:21:02,226
I know you, Ben.
I know you won't do...
410
00:21:02,262 --> 00:21:03,794
(GROANS)
411
00:21:10,103 --> 00:21:12,837
His name is Peter Parker.
412
00:21:12,872 --> 00:21:17,942
Ah... Nice to finally
meet you, Peter Parker.
413
00:21:23,049 --> 00:21:24,949
(SOBBING)
414
00:21:26,185 --> 00:21:27,919
(SHOUTS) No!