1
00:00:01,389 --> 00:00:04,389
<b>4x11 - The New Sinister Six, Part 2</b>

2
00:00:09,390 --> 00:00:11,691
<i>DR. OCTOPUS: I was certain my
Sinister Seven would destroy you</i>

3
00:00:11,726 --> 00:00:14,560
<i>and everything you
believed in, Spider-Man.</i>

4
00:00:14,595 --> 00:00:17,730
<i>But even I never
predicted my most hated foe</i>

5
00:00:17,765 --> 00:00:21,701
was a mere child named Peter Parker.

6
00:00:21,736 --> 00:00:23,869
This is the most
terrible day of my life.

7
00:00:23,905 --> 00:00:26,605
<i>Dr. Octopus put together
a new Sinister Six</i>

8
00:00:26,641 --> 00:00:28,574
<i>and took down the rest of my team.</i>

9
00:00:28,609 --> 00:00:30,609
<i>Hydro-Man is outside,
threatening to destroy</i>

10
00:00:30,678 --> 00:00:32,545
<i>the Triskelion once and for all.</i>

11
00:00:32,580 --> 00:00:34,513
<i>That's not the worst of it.</i>

12
00:00:34,549 --> 00:00:36,816
<i>Scarlet Spider, who I
trusted with everything,</i>

13
00:00:36,851 --> 00:00:40,853
<i>including my secret identity,
turned out to be a spy for Ock.</i>

14
00:00:40,888 --> 00:00:43,589
And he's just betrayed me to his boss.

15
00:00:43,624 --> 00:00:45,658
Ben, how could you do this?

16
00:00:45,693 --> 00:00:48,861
"Ben" is only the name
you and your aunt gave me.

17
00:00:48,896 --> 00:00:50,730
It means nothing.

18
00:00:50,765 --> 00:00:53,866
Scarlet Spider is my most
successful experiment.

19
00:00:53,901 --> 00:00:56,836
Lizard, Rhino, mere trial runs.

20
00:00:56,871 --> 00:00:59,472
This is my greatest work.

21
00:00:59,507 --> 00:01:01,407
[STRUGGLING]

22
00:01:01,442 --> 00:01:04,610
You said Ock tortured you,
made you into a monster.

23
00:01:04,645 --> 00:01:07,646
SCARLET SPIDER: [SCOFFS]
All lies to earn your trust.

24
00:01:07,682 --> 00:01:10,850
Ock took me in years ago,
rescued me from the streets,

25
00:01:10,885 --> 00:01:14,787
then gave me powers
beyond my wildest imagination.

26
00:01:14,822 --> 00:01:17,527
I owe everything to him.

27
00:01:19,894 --> 00:01:22,828
Most of my Sinister Seven
have been defeated.

28
00:01:22,864 --> 00:01:25,782
But they completed
their mission, destroying

29
00:01:25,783 --> 00:01:28,701
S.H.I.E.L.D. Academy and
all of your precious friends.

30
00:01:28,736 --> 00:01:31,704
Now, the last movement
in my final symphony.

31
00:01:31,739 --> 00:01:36,475
Give me the key that will empower me
to destroy my keepers, Hydra.

32
00:01:36,511 --> 00:01:38,711
Key?
I don't even have any pockets.

33
00:01:38,746 --> 00:01:42,198
Do not take me for a fool.
I know Connors gave

34
00:01:42,199 --> 00:01:45,651
you this key to the
anti-Hydra weapon. Where is it?

35
00:01:45,686 --> 00:01:48,521
You know, I'd love to
help you out, of course,

36
00:01:48,556 --> 00:01:50,790
but I've never seen
that thing in my life.

37
00:01:50,825 --> 00:01:54,460
SCARLET SPIDER: Wait.
I know where it is.

38
00:01:54,495 --> 00:01:56,729
- At his Aunt May's house.
- No!

39
00:01:56,764 --> 00:02:00,764
[LAUGHS]
Aunt May.

40
00:02:00,835 --> 00:02:04,051
Get me that key, Scarlet
Spider, and destroy

41
00:02:04,086 --> 00:02:06,839
- anyone who gets in your way.
- You got it, boss.

42
00:02:06,874 --> 00:02:08,641
[GRUNTS]

43
00:02:08,676 --> 00:02:10,643
Ben, don't do this!

44
00:02:12,880 --> 00:02:14,680
Ben, no!

45
00:02:16,175 --> 00:02:19,090
<i> sync and correction by f1nc0
~ Addic7ed.com ~ </font></i>

46
00:02:27,395 --> 00:02:30,296
Scarlet, stop!
It's me you want!

47
00:02:30,331 --> 00:02:32,264
This has nothing to do with Aunt May!

48
00:02:33,634 --> 00:02:35,534
[GROANS]

49
00:02:35,570 --> 00:02:38,637
This has everything to
do with her, Peter Parker.

50
00:02:38,673 --> 00:02:43,242
I have had so many opportunities
to simply destroy you.

51
00:02:44,479 --> 00:02:47,213
[GRUNTS]
Yeah, I've noticed.

52
00:02:47,248 --> 00:02:50,216
But your mere destruction
wouldn't satisfy me.

53
00:02:50,251 --> 00:02:55,321
I needed to break you.
Destroy everything you care about.

54
00:02:55,356 --> 00:02:58,657
- I'm not broken yet, Ock!
- DR. OCTOPUS: Oh, but you are!

55
00:02:58,693 --> 00:03:02,161
You and your pathetic
faith in other people.

56
00:03:02,196 --> 00:03:05,331
I knew you'd accept my
Scarlet Spider into your ranks.

57
00:03:05,366 --> 00:03:07,533
Hmm, so naive.

58
00:03:07,568 --> 00:03:11,270
You thought your team made
you strong, Spider-Man,

59
00:03:11,305 --> 00:03:15,474
but they were your greatest weakness,
leading you straight to defeat!

60
00:03:16,476 --> 00:03:19,235
[MUSIC]

61
00:03:31,626 --> 00:03:33,459
[WATER RUNNING]

62
00:03:34,629 --> 00:03:36,428
[DISHES CLATTERING]

63
00:03:38,232 --> 00:03:39,298
<i>AUNT MAY: Hello?</i>

64
00:03:39,333 --> 00:03:43,402
- Oh, I didn't hear you knock.
- Uh, the door was open.

65
00:03:47,408 --> 00:03:50,309
No. I just locked it for the night.

66
00:03:51,679 --> 00:03:55,214
Okay, look, I snuck
in through the window.

67
00:03:55,249 --> 00:03:56,582
I didn't know if you were asleep,

68
00:03:56,617 --> 00:03:58,551
and I didn't want to
wake you, or something.

69
00:03:58,586 --> 00:04:03,122
[SIGHS] Is this some kind of
prank Peter's putting you up to?

70
00:04:03,157 --> 00:04:05,457
Wait, was that call from S.H.I.E.L.D.

71
00:04:05,493 --> 00:04:08,594
just cover for some kind
of birthday surprise?

72
00:04:08,629 --> 00:04:12,498
Peter sent me to get this.
Apparently, it's something important.

73
00:04:12,533 --> 00:04:14,400
Well, then you'd better
get it back to him.

74
00:04:14,435 --> 00:04:16,535
But next time, just knock.

75
00:04:16,571 --> 00:04:22,174
- You're always welcome here, Ben.
- FLASH: After all this time,

76
00:04:22,210 --> 00:04:24,510
- it was you, Scarlet.
- AUNT MAY: What?

77
00:04:24,545 --> 00:04:27,379
You know, maybe I'm the
only one who isn't surprised.

78
00:04:29,417 --> 00:04:31,317
Flash, what's going on?

79
00:04:31,352 --> 00:04:35,521
- Why don't you tell us, Scarlet?
- I don't have time for this.

80
00:04:35,556 --> 00:04:38,573
I gotta help Spider-Man stop Ock.

81
00:04:38,608 --> 00:04:41,427
Pete pulled me aside and said
that if anyone comes for that key,

82
00:04:41,462 --> 00:04:43,596
I had to stop 'em!

83
00:04:43,631 --> 00:04:47,433
So consider yourself stopped!
Punk.

84
00:04:51,639 --> 00:04:56,408
What a sight.
Spider-Man at his breaking point.

85
00:04:56,444 --> 00:04:59,278
If you think you've pushed
Spider-Man to his limit,

86
00:04:59,313 --> 00:05:02,248
wait till you see what
Peter Parker is capable of!

87
00:05:02,283 --> 00:05:03,549
[GRUNTING]

88
00:05:06,287 --> 00:05:07,453
[SCREAMS]

89
00:05:12,426 --> 00:05:16,295
Such a shame your innocent
aunt had to be pulled into this.

90
00:05:16,330 --> 00:05:19,498
But you've stood in my
way too many times, Parker.

91
00:05:19,533 --> 00:05:22,534
Think of her as collateral damage.

92
00:05:22,570 --> 00:05:25,170
No! You won't touch her!

93
00:05:27,608 --> 00:05:29,241
[SCREAMS]

94
00:05:29,277 --> 00:05:31,143
[STRUGGLING]

95
00:05:31,178 --> 00:05:34,580
Oh, I've never seen you so
passionate. Have I struck a nerve?

96
00:05:34,615 --> 00:05:36,448
[GRUNTING]

97
00:05:37,685 --> 00:05:40,619
This victory is even
greater than I imagined.

98
00:05:44,258 --> 00:05:47,226
Look, Flash, I'm not gonna
lose a battle against Ock

99
00:05:47,261 --> 00:05:49,161
because you want to play sheriff.

100
00:05:49,196 --> 00:05:51,363
<i>Trust me.
Peter sent me for this key.</i>

101
00:05:51,399 --> 00:05:54,233
If that's true, why didn't he tell me?

102
00:05:54,268 --> 00:05:56,535
Well, he's a little busy trying
to save the world at the moment.

103
00:05:56,570 --> 00:05:58,270
Then I'm calling him.

104
00:05:58,306 --> 00:05:59,571
[GASPS]

105
00:05:59,607 --> 00:06:02,141
[BEEPS]
No!

106
00:06:02,176 --> 00:06:04,243
<i>[GROANS]
AUNT MAY: Ben!</i>

107
00:06:04,278 --> 00:06:08,380
- What's wrong with you?
- I don't want to hurt you, May.

108
00:06:08,416 --> 00:06:10,215
I won't let you hurt anyone!

109
00:06:11,419 --> 00:06:12,384
[AUNT MAY GASPS]

110
00:06:19,460 --> 00:06:21,593
You are broken, Spider-Man.

111
00:06:21,629 --> 00:06:25,397
Betrayed. Your Aunt May
will pay the final price

112
00:06:25,433 --> 00:06:27,599
and it's entirely your fault.

113
00:06:27,635 --> 00:06:29,601
Any last words?

114
00:06:29,637 --> 00:06:31,337
[GROANING]

115
00:06:31,372 --> 00:06:33,572
I've lost someone to
a criminal before, Ock.

116
00:06:33,607 --> 00:06:35,341
My Uncle Ben.

117
00:06:36,577 --> 00:06:39,144
And that's never gonna happen again!

118
00:06:39,180 --> 00:06:40,579
[YELLS]

119
00:06:40,614 --> 00:06:42,348
[SCREAMS]

120
00:06:45,586 --> 00:06:47,219
[SHOUTS]

121
00:06:55,496 --> 00:06:59,331
I'm sorry I brought Aunt May
into this, but it ends now.

122
00:07:01,535 --> 00:07:03,302
Going somewhere?

123
00:07:03,337 --> 00:07:05,504
Hydro-Man!
Get out of my way!

124
00:07:05,539 --> 00:07:10,142
You think you're gonna get past me?
I'm a force of nature!

125
00:07:10,177 --> 00:07:12,177
Yeah? Well, so am I!

126
00:07:15,282 --> 00:07:18,917
May's in trouble, and I'm
not gonna get stopped by H2O!

127
00:07:23,391 --> 00:07:25,157
[SPIDER-MAN YELLS]

128
00:07:26,360 --> 00:07:28,026
[GROANS]

129
00:07:35,936 --> 00:07:39,204
Thanks again for freeing me
from my prison, Spider-Man!

130
00:07:39,240 --> 00:07:41,974
[LAUGHS]

131
00:07:43,411 --> 00:07:45,944
I need help. If you're ever going

132
00:07:45,980 --> 00:07:48,247
to stand up to Ock, now's the time.

133
00:07:48,282 --> 00:07:50,916
Who are you talking to,
web-for-brains?

134
00:07:50,951 --> 00:07:52,251
You're the only one left!

135
00:07:52,286 --> 00:07:54,153
We're finished here, Hydro-Man.

136
00:07:54,188 --> 00:07:57,956
Destroy the Triskelion
and everyone in it!

137
00:08:00,227 --> 00:08:02,327
Please. We need your help!

138
00:08:02,363 --> 00:08:04,062
I need your help!

139
00:08:08,002 --> 00:08:11,006
Say goodnight, S.H.I.E.L.D. losers!

140
00:08:11,338 --> 00:08:12,905
[LAUGHS]

141
00:08:14,175 --> 00:08:15,274
Whoa!

142
00:08:16,110 --> 00:08:18,310
[GROWLS]
What?

143
00:08:18,345 --> 00:08:22,881
Name's Flint Marko,
but you can call me Sandman.

144
00:08:22,917 --> 00:08:24,983
S.H.I.E.L.D. has an elemental too?

145
00:08:26,220 --> 00:08:30,055
Spider-Man's shown me nothing
but respect and compassion.

146
00:08:30,090 --> 00:08:32,090
Can you say the same for Doc Ock?

147
00:08:32,126 --> 00:08:34,159
Compassion's overrated.

148
00:08:34,195 --> 00:08:36,895
[GRUNTS]
[GROANS]

149
00:08:36,931 --> 00:08:38,197
[SPITS]

150
00:08:38,232 --> 00:08:42,100
Go stop Ock, Spider-Man.
I got this goon.

151
00:08:42,136 --> 00:08:43,302
Thank you, Flint.

152
00:08:43,337 --> 00:08:44,970
[ROARS]

153
00:08:47,074 --> 00:08:49,341
I still have a chance
to beat Ock. [SHRIEKS]

154
00:08:49,376 --> 00:08:53,345
So, Sandman joined your
side, Parker? Inconsequential!

155
00:08:53,380 --> 00:08:56,982
<i>My Scarlet Spider is
already at your aunt's house.</i>

156
00:08:57,017 --> 00:08:59,985
<i>The key will be mine.</i>

157
00:09:00,020 --> 00:09:01,887
Ben would never hurt Aunt May.

158
00:09:01,922 --> 00:09:03,055
[GROANS]

159
00:09:05,159 --> 00:09:08,327
Ever the optimist.
That is why you have failed.

160
00:09:11,899 --> 00:09:13,198
[WHEELCHAIR FIRING]

161
00:09:13,234 --> 00:09:16,268
Traitor! No one betrays
Spidey while I'm around!

162
00:09:18,205 --> 00:09:20,172
I've had enough of you, punk!

163
00:09:28,048 --> 00:09:31,016
- Outta my way!
- AUNT MAY: Ben, stop!

164
00:09:31,051 --> 00:09:34,286
You're better than this.
I know I wasn't wrong about you.

165
00:09:34,321 --> 00:09:36,088
You don't understand.

166
00:09:39,326 --> 00:09:41,260
The doctor is in!

167
00:09:43,998 --> 00:09:45,163
[GROANS]

168
00:09:45,199 --> 00:09:46,164
Flash!

169
00:09:48,035 --> 00:09:50,936
Hello, Aunt May.

170
00:09:51,305 --> 00:09:53,138
[SCREAMS]

171
00:09:54,308 --> 00:09:55,307
Ock.

172
00:09:57,244 --> 00:09:58,977
[YELLS]
[GROANS]

173
00:09:59,013 --> 00:10:00,979
You better not have touched her, Ben!

174
00:10:01,015 --> 00:10:03,181
We just need that key, Parker.

175
00:10:03,217 --> 00:10:06,218
Why are you doing this?
You know Ock's evil.

176
00:10:06,253 --> 00:10:07,920
You've seen what he's done.

177
00:10:09,356 --> 00:10:11,957
[BOTH GRUNTING]

178
00:10:17,398 --> 00:10:19,398
[GROANS]

179
00:10:19,433 --> 00:10:22,234
SCARLET SPIDER: Ock rescued
me when no one else cared!

180
00:10:22,269 --> 00:10:25,137
Like your Uncle Ben,
he made me who I am.

181
00:10:25,172 --> 00:10:26,972
I owe him everything!

182
00:10:27,007 --> 00:10:29,288
Then I hope this is
everything you wanted.

183
00:10:33,180 --> 00:10:34,980
[DR. OCTOPUS GRUNTING]

184
00:10:35,049 --> 00:10:35,981
[GASPS]

185
00:10:37,184 --> 00:10:40,385
My dear lady, why the rush?

186
00:10:40,421 --> 00:10:44,256
- Let's get to know one another.
- You're not my type.

187
00:10:44,291 --> 00:10:45,390
[SPIDER-MAN YELLS]
[GROANS]

188
00:10:54,001 --> 00:10:55,367
[GASPS]
No!

189
00:10:55,402 --> 00:10:57,035
[SCREAMING]

190
00:11:01,141 --> 00:11:02,941
<i>SPIDER-MAN: Don't do it!</i>

191
00:11:02,977 --> 00:11:05,143
It disturbs me how
difficult you found it

192
00:11:05,179 --> 00:11:09,348
- to get this key from an old woman.
- I'm sorry.

193
00:11:11,251 --> 00:11:13,352
[WEAPON POWERING UP]

194
00:11:17,257 --> 00:11:20,025
Finally, my bonds will be broken.

195
00:11:28,969 --> 00:11:30,235
[PEOPLE CHATTERING]

196
00:11:33,007 --> 00:11:36,074
- What is he doing?
- SPIDER-MAN: That looks like...

197
00:11:36,110 --> 00:11:38,043
Oh, no! Hydra Island!

198
00:11:43,417 --> 00:11:45,083
[GRUNTING]

199
00:11:46,253 --> 00:11:47,386
[GROANS]

200
00:11:50,290 --> 00:11:52,357
I wanted to stay out of this war.

201
00:11:52,393 --> 00:11:56,028
Then I got an idea.
Why don't you?

202
00:11:56,063 --> 00:12:00,065
'Cause unlike you,
I'm loyal to the right side!

203
00:12:00,100 --> 00:12:01,969
[GASPS]
What?

204
00:12:13,147 --> 00:12:15,914
Sorry to ruin your island
getaway, Dr. Ego-pus!

205
00:12:15,949 --> 00:12:17,315
[GRUNTING]

206
00:12:22,189 --> 00:12:25,190
Even as you lose, you can't
stop making lame jokes.

207
00:12:27,094 --> 00:12:29,327
I have been looking
forward to this moment

208
00:12:29,363 --> 00:12:33,932
ever since Scarlet stole
Dr. Connors' research for me.

209
00:12:33,967 --> 00:12:35,067
Did Connors ever tell you

210
00:12:35,102 --> 00:12:37,302
what this weapon
truly does, Spider-Man?

211
00:12:45,112 --> 00:12:46,311
I'll tell you what it doesn't do.

212
00:12:46,346 --> 00:12:49,081
Make octopus doctors
any less annoying!

213
00:12:52,119 --> 00:12:53,318
[BOTH GRUNTING]

214
00:12:56,423 --> 00:12:59,124
It is capable of
manipulating the nanobots

215
00:12:59,159 --> 00:13:00,926
that make up Hydra Island.

216
00:13:00,961 --> 00:13:03,228
Allowing me not only to control it,

217
00:13:03,263 --> 00:13:07,065
<i>but also manipulate
it into my own image.</i>

218
00:13:07,101 --> 00:13:11,848
<i>Allow me to present
Octopus Island.</i>

219
00:13:15,342 --> 00:13:17,142
[ALL SCREAMING]

220
00:13:26,186 --> 00:13:28,987
SPIDER-MAN: Just what
we need, more potholes.

221
00:13:29,022 --> 00:13:30,255
[DR. OCTOPUS LAUGHING]

222
00:13:30,290 --> 00:13:33,058
You can't save them all, Spider-Man.

223
00:13:38,132 --> 00:13:40,198
<i>DR. OCTOPUS: Behold
what we have wrought!</i>

224
00:13:40,234 --> 00:13:45,303
Is it not beautiful?
It is just as I said it would be.

225
00:13:45,339 --> 00:13:50,175
<i>With you at my side,
Otto Octavius shall rule all!</i>

226
00:13:51,078 --> 00:13:52,244
[SCREAMING]

227
00:13:53,347 --> 00:13:58,116
- [GASPS] I've got ya!
- What type of person would do this?

228
00:13:58,152 --> 00:14:00,185
It's not very friendly
or neighborly, is it?

229
00:14:00,220 --> 00:14:02,921
Spider-Man, Flash is still in there!

230
00:14:05,325 --> 00:14:08,055
[SCREAMS]
No!

231
00:14:16,019 --> 00:14:17,752
[GRUNTING]
Flash, buddy,

232
00:14:17,788 --> 00:14:20,017
now would be a good time
to wake up! [GROANING]

233
00:14:22,059 --> 00:14:23,091
Oh!

234
00:14:26,930 --> 00:14:28,797
No!

235
00:14:28,832 --> 00:14:30,899
<i>DR. OCTOPUS: It is done.</i>

236
00:14:30,934 --> 00:14:32,901
My greatest enemy destroyed

237
00:14:32,936 --> 00:14:36,071
by his pathetic
responsibility to help others.

238
00:14:36,106 --> 00:14:38,039
Almost poetic.

239
00:14:40,043 --> 00:14:41,877
[SIGHS]
Peter.

240
00:14:44,014 --> 00:14:45,947
[GRUNTS]

241
00:14:45,983 --> 00:14:48,116
[GASPS]
Spider-Man!

242
00:14:48,151 --> 00:14:51,720
SPIDER-MAN: Proportionate strength
of a spider... Blah, blah, blah.

243
00:14:51,755 --> 00:14:52,954
Can you get Flash out of here?

244
00:14:58,795 --> 00:14:59,928
[MOANING]

245
00:14:59,963 --> 00:15:03,982
This I can do.
Only you can stop that.

246
00:15:04,868 --> 00:15:06,067
[MECHANICAL WHIRRING]

247
00:15:07,871 --> 00:15:08,937
[GRUNTS]

248
00:15:17,114 --> 00:15:21,683
Finally, my Octopus Island
is complete. Scarlet?

249
00:15:21,718 --> 00:15:23,018
<i>A credit to your brilliance.</i>

250
00:15:23,053 --> 00:15:25,921
<i>ZOLA: Octavius.
[STATIC CRACKLING]</i>

251
00:15:25,956 --> 00:15:29,958
DR. OCTOPUS: Ah, yes,
another foe to finish off.

252
00:15:29,993 --> 00:15:33,695
<i>You dare betray Hydra?</i>

253
00:15:33,730 --> 00:15:37,165
You tried to control me, Zola.
A dangerous experiment.

254
00:15:37,200 --> 00:15:39,034
This is the result.

255
00:15:39,069 --> 00:15:41,202
<i>You will not...
[GROANS]</i>

256
00:15:41,872 --> 00:15:42,938
[GRUNTS]

257
00:15:45,042 --> 00:15:48,910
Hydra is mine.
Spider-Man is destroyed.

258
00:15:48,946 --> 00:15:51,980
Dr. Otto Octavius is
finally vict... [SCREAMS]

259
00:15:53,050 --> 00:15:54,849
Spider-Man's destroyed?

260
00:15:54,885 --> 00:15:56,151
As a scientist, I'd think you'd be

261
00:15:56,186 --> 00:15:58,086
more thorough with your research.

262
00:15:58,121 --> 00:15:59,087
[SCREAMS]

263
00:16:04,027 --> 00:16:05,126
[BOTH GRUNTING]

264
00:16:06,129 --> 00:16:08,663
You don't have to do this!

265
00:16:08,699 --> 00:16:11,666
You, of all people,
should understand loyalty.

266
00:16:11,702 --> 00:16:14,836
I do. I know it's something
you earn, not demand.

267
00:16:14,871 --> 00:16:16,104
[GRUNTS]

268
00:16:16,139 --> 00:16:17,772
This ends now, Ock.

269
00:16:17,808 --> 00:16:20,775
Finally, we agree on something.

270
00:16:22,112 --> 00:16:23,845
[GASPS]

271
00:16:23,880 --> 00:16:25,981
- No!
- May.

272
00:16:26,016 --> 00:16:27,910
Leave her alone!

273
00:16:27,951 --> 00:16:29,751
[GRUNTING]

274
00:16:37,194 --> 00:16:39,828
[SPIDER-MAN GROANING]
[LAUGHING]

275
00:16:41,965 --> 00:16:43,732
Ben, help him!

276
00:16:44,968 --> 00:16:47,836
This has always been your weakness,

277
00:16:47,871 --> 00:16:50,705
your attachment to other people.

278
00:16:50,741 --> 00:16:53,074
Don't you...
[GROANS]

279
00:16:53,110 --> 00:16:56,778
...care about anyone or anything, Ock?

280
00:16:56,813 --> 00:16:59,748
Unlike you, I have
the discipline of mind

281
00:16:59,783 --> 00:17:02,684
to not be bogged down
by petty emotions.

282
00:17:06,923 --> 00:17:10,058
Not even Scarlet Spider?
Your greatest creation?

283
00:17:10,093 --> 00:17:13,828
He's a successful servant that
fulfills his purpose, nothing more.

284
00:17:16,967 --> 00:17:19,901
A final lesson in the
dangers of compassion,

285
00:17:19,936 --> 00:17:24,005
Scarlet, you do the honors.
Finish him.

286
00:17:29,046 --> 00:17:30,379
[GRUNTS]

287
00:17:30,380 --> 00:17:31,713
Peter!

288
00:17:33,183 --> 00:17:35,984
I can't believe your time
with us meant nothing, Ben.

289
00:17:36,019 --> 00:17:37,786
Believe what you want.

290
00:17:38,789 --> 00:17:39,788
[GRUNTS]

291
00:17:42,893 --> 00:17:46,861
[GASPS] What have you done?
Betraying me?

292
00:17:46,897 --> 00:17:49,798
Ever the pathetic
disappointment, Scarlet!

293
00:17:51,134 --> 00:17:55,947
My name...
is Ben Reilly.

294
00:17:56,073 --> 00:17:58,807
I made you!

295
00:17:58,842 --> 00:18:00,809
But they made me who I am.

296
00:18:03,814 --> 00:18:04,879
[YELLING]

297
00:18:06,016 --> 00:18:07,849
[DR. OCTOPUS SCREAMING]

298
00:18:10,987 --> 00:18:12,828
We gotta get out of here.

299
00:18:12,889 --> 00:18:14,089
[SNEERS]

300
00:18:16,026 --> 00:18:17,125
[ISLAND CRASHING]

301
00:18:22,099 --> 00:18:25,667
Otto Octavius doesn't need
the help of anyone else!

302
00:18:28,739 --> 00:18:32,707
- Are you okay, Aunt May?
- I am, but what about the ship?

303
00:18:32,743 --> 00:18:34,744
Without Ock to control this thing, it's

304
00:18:34,745 --> 00:18:36,745
gonna fall out of the
sky, and onto New York.

305
00:18:38,048 --> 00:18:40,014
We have to get to an escape pod.

306
00:18:40,050 --> 00:18:43,718
- [GASPS] What?
- Hurry up, punk.

307
00:18:43,754 --> 00:18:45,887
Ben? What are you doing?
Get in!

308
00:18:45,922 --> 00:18:48,757
Someone has to make sure
this island comes down safely.

309
00:18:48,792 --> 00:18:51,926
- An impact would take out half the city.
- I can help you!

310
00:18:51,962 --> 00:18:54,996
You already have.
Keep May safe.

311
00:18:55,999 --> 00:18:57,799
Ben!

312
00:19:07,978 --> 00:19:09,878
SANDMAN: Gotcha!

313
00:19:09,913 --> 00:19:11,846
Enough!

314
00:19:12,783 --> 00:19:14,048
[GRUNTS]

315
00:19:14,084 --> 00:19:16,605
<i>HYDRO-MAN: No!</i>

316
00:19:18,088 --> 00:19:19,888
[GROANS]

317
00:19:22,025 --> 00:19:26,060
Sorry for the bumpy landing.
I was a little occupied.

318
00:19:32,869 --> 00:19:36,104
Aunt May, you're safe here.
Cho, call the Spider-Jet.

319
00:19:36,139 --> 00:19:38,773
- It's not too late to save Ben!
- I'm on it!

320
00:19:45,849 --> 00:19:48,950
- Faster, Cho!
- The engines are deep in the red!

321
00:19:52,889 --> 00:19:54,022
[GRUNTING]

322
00:20:01,164 --> 00:20:03,798
<i>Coming for you.
Get topside.</i>

323
00:20:03,834 --> 00:20:05,733
You know it's too late for that, Peter.

324
00:20:05,769 --> 00:20:09,804
- Tell me, is this what he would do?
- Who?

325
00:20:09,840 --> 00:20:11,940
<i>The other Ben.
The one I'm named after.</i>

326
00:20:11,975 --> 00:20:13,975
Yeah. I guess it is.

327
00:20:15,145 --> 00:20:17,111
<i>He'd give anything to save people.</i>

328
00:20:18,081 --> 00:20:19,948
Peter, Ock was wrong.

329
00:20:19,983 --> 00:20:22,750
Compassion isn't your greatest weakness.

330
00:20:23,787 --> 00:20:25,787
It's your greatest strength.

331
00:20:25,822 --> 00:20:29,057
<i>Keep being a hero.
[CHUCKLES] Punk.</i>

332
00:20:30,827 --> 00:20:31,860
No!

333
00:20:35,799 --> 00:20:36,965
[EXPLOSION]

334
00:20:44,207 --> 00:20:47,208
Scanning. Scanning.
[MACHINE COMPUTING]

335
00:20:47,244 --> 00:20:49,978
Come on. Nothing.

336
00:20:50,013 --> 00:20:51,746
[SPIDER-MAN GASPS]

337
00:20:51,781 --> 00:20:56,784
- Can't find him. Anything?
- No. That was my tenth scan.

338
00:20:56,820 --> 00:20:58,019
Not a single life sign.

339
00:20:59,022 --> 00:21:03,958
- [GASPS] No luck.
- Keep trying. I'm going down.

340
00:21:03,994 --> 00:21:05,159
Peter!

341
00:21:05,195 --> 00:21:08,029
[GRUNTS] Peter.
He's gone.

342
00:21:18,174 --> 00:21:20,875
Spidey, what do we do now?

343
00:21:22,846 --> 00:21:24,145
I'm not sure.

344
00:21:24,180 --> 00:21:27,849
But the one thing we can do
is what he said.

345
00:21:27,884 --> 00:21:29,717
We keep being heroes.

346
00:21:29,753 --> 00:21:31,219
Like Ben Reilly.

347
00:21:32,044 --> 00:21:35,763
<i> sync and correction by f1nc0
~ Addic7ed.com ~ </i>


