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1
00:00:01,770 --> 00:00:05,639
[Living Brain] That fool Spider-Man
had no idea what was coming.
2
00:00:05,640 --> 00:00:10,179
Even at the very end,
he never truly understood.
3
00:00:10,180 --> 00:00:13,889
I just needed
your defenses worn out,
4
00:00:13,890 --> 00:00:19,219
making you susceptible
to the download of my mind
5
00:00:19,220 --> 00:00:22,639
into your body, permanently!
6
00:00:22,640 --> 00:00:24,680
[Spider-Man straining]
7
00:00:26,270 --> 00:00:30,009
Sorry, Ock...
[grunts]
8
00:00:30,010 --> 00:00:32,769
but this body is already...
9
00:00:32,770 --> 00:00:34,929
occupied!
10
00:00:34,930 --> 00:00:35,930
[thuds]
11
00:00:35,931 --> 00:00:38,349
No time to defuse it.
12
00:00:38,350 --> 00:00:41,058
I have to take it somewhere safe.
[grunts]
13
00:00:41,093 --> 00:00:42,349
[grunts]
14
00:00:42,350 --> 00:00:46,889
That bomb has more time left
than you do, Spider.
15
00:00:46,890 --> 00:00:48,969
[straining]
16
00:00:48,970 --> 00:00:51,350
[screaming]
17
00:01:00,060 --> 00:01:02,349
[Doc Ock's voice, thinking]
Did... it work?
18
00:01:02,350 --> 00:01:06,099
Ah. I... I did it!
19
00:01:06,100 --> 00:01:11,309
I, Doctor Octopus, snuffed
out the mind of my enemy.
20
00:01:11,310 --> 00:01:15,059
Now I inhabit the body
of Spider-Man!
21
00:01:15,060 --> 00:01:17,139
[laughing]
22
00:01:17,140 --> 00:01:20,639
[sighs] I've witnessed
him do this many times.
23
00:01:20,640 --> 00:01:22,769
I suppose I just...
24
00:01:22,770 --> 00:01:25,059
[laughs]
success!
25
00:01:25,060 --> 00:01:26,679
[grunting]
26
00:01:26,680 --> 00:01:29,469
[laughs]
27
00:01:29,470 --> 00:01:32,469
[sighs] One could get used
to this spider-strength.
28
00:01:32,470 --> 00:01:33,470
[chuckles]
29
00:01:33,471 --> 00:01:38,889
Now... time to let the
world see their hero.
30
00:01:38,890 --> 00:01:40,349
[crowd gasps]
31
00:01:40,350 --> 00:01:42,970
[yells]
32
00:01:46,220 --> 00:01:47,595
[grunts]
33
00:01:47,596 --> 00:01:48,969
[beeping]
34
00:01:48,970 --> 00:01:50,265
[crowd cheering]
35
00:01:50,266 --> 00:01:51,559
You did it, Spider-Man.
36
00:01:51,560 --> 00:01:54,099
They don't think
he's a menace today.
37
00:01:54,100 --> 00:01:57,640
Maybe people will finally see
Spidey for who he really is.
38
00:02:01,390 --> 00:02:03,389
Ah, my Octo-lair.
39
00:02:03,390 --> 00:02:05,969
Or, given my plan's success,
40
00:02:05,970 --> 00:02:09,179
should I call you
the Spider's Nest?
41
00:02:09,180 --> 00:02:12,969
Now, to finally answer
a burning question...
42
00:02:12,970 --> 00:02:17,220
the true identity of the man who
has been a thorn in my side.
43
00:02:19,970 --> 00:02:24,309
Peter Parker?!
My former student?
44
00:02:24,310 --> 00:02:27,309
The one who was late
for my lecture on punctuality?
45
00:02:27,310 --> 00:02:29,849
Impossible!
He's a dolt!
46
00:02:29,850 --> 00:02:34,805
Yet he managed to fool
me this entire time! Ugh!
47
00:02:35,010 --> 00:02:37,639
But no, it does not matter.
48
00:02:37,640 --> 00:02:40,969
I have destroyed
my most hated enemy,
49
00:02:40,970 --> 00:02:44,047
and gained remarkably clear skin.
50
00:02:46,600 --> 00:02:49,349
Now, with the powers
of Spider-Man,
51
00:02:49,350 --> 00:02:53,513
New York will bow to my genius!
52
00:02:55,960 --> 00:02:59,339
sync & correction by f1nc0
~ Addic7ed.com ~
53
00:03:06,270 --> 00:03:09,389
[Doc Ock's voice, thinking] Constants
are vital to mathematical equations.
54
00:03:09,390 --> 00:03:12,389
And from my childhood
to my recent mistreatment
55
00:03:12,390 --> 00:03:15,059
by both Horizon and Oz Academy,
56
00:03:15,060 --> 00:03:18,099
there has always been
one constant in my life...
57
00:03:18,100 --> 00:03:21,873
persecution by the citizens
of this city.
58
00:03:22,270 --> 00:03:24,179
Now, as Spider-Man,
59
00:03:24,180 --> 00:03:28,100
I will pay back
such treatment tenfold!
60
00:03:30,220 --> 00:03:32,929
Aah!
61
00:03:32,930 --> 00:03:35,849
[Peter sniffles] I just want to
get back at them, Uncle Ben.
62
00:03:35,850 --> 00:03:38,820
- It's not fair!
- I know being picked on
63
00:03:38,821 --> 00:03:39,809
never feels good, Pete.
64
00:03:39,810 --> 00:03:41,849
But... But what did
we talk about?
65
00:03:41,850 --> 00:03:45,635
- Do you have that formula?
- I know.
66
00:03:45,670 --> 00:03:48,009
"With great power
comes great responsibility."
67
00:03:48,010 --> 00:03:51,309
But I don't have power.
The bullies do.
68
00:03:51,310 --> 00:03:55,509
With your smarts, kiddo, you have
more power than a thousand bullies.
69
00:03:55,510 --> 00:03:59,639
The question is, are you going to
use that power just for revenge,
70
00:03:59,640 --> 00:04:02,969
or are you going to use it to
make the world a better place?
71
00:04:02,970 --> 00:04:04,679
[echoing]
The world a better place...
72
00:04:04,680 --> 00:04:06,427
The world a better place...
[grunts]
73
00:04:06,428 --> 00:04:09,010
What... was that?
74
00:04:09,890 --> 00:04:12,929
[groans]
75
00:04:12,930 --> 00:04:16,309
Th-That must've been one of
Parker's latent memories.
76
00:04:16,310 --> 00:04:18,389
Some neurological detritus
left over
77
00:04:18,390 --> 00:04:21,679
when I rewrote my mental
patterns onto his brain.
78
00:04:21,680 --> 00:04:24,638
I'm certain it will fade in time.
79
00:04:24,680 --> 00:04:27,512
"Great responsibility"...
Ha!
80
00:04:27,547 --> 00:04:30,769
Whoever invented this formula
is a scientific ignoramus.
81
00:04:30,770 --> 00:04:34,929
For one thing, in physics, "G"
stands for "gravity," not "great."
82
00:04:34,930 --> 00:04:36,720
What nonsense.
83
00:04:38,560 --> 00:04:39,679
[music]
84
00:04:40,680 --> 00:04:42,384
[woman grunting]
85
00:04:45,080 --> 00:04:49,039
[through speaker device] Silver Sable.
Keeping yourself at the ready, I see.
86
00:04:49,040 --> 00:04:52,165
- Impressive.
- The Spider.
87
00:04:52,166 --> 00:04:54,039
Not exactly.
88
00:04:54,040 --> 00:04:57,999
Let's just say
I'm under new management.
89
00:04:58,000 --> 00:05:00,919
I'm here on behalf
of your client, Doc Ock.
90
00:05:00,920 --> 00:05:04,119
You, working for the Octopus?
91
00:05:04,120 --> 00:05:08,579
- How stupid do you think I am?
- Only mildly.
92
00:05:08,580 --> 00:05:10,460
Are you ready to move forward
93
00:05:10,495 --> 00:05:13,379
- with the operation?
- A trap.
94
00:05:13,380 --> 00:05:17,749
Trying to trick me into giving
you details of Ock's plans.
95
00:05:17,750 --> 00:05:22,329
The plan of robbing Advanced Idea
Mechanics of their superweapons?
96
00:05:22,330 --> 00:05:26,119
I don't need you to tell me the details.
Ock already has.
97
00:05:26,120 --> 00:05:28,169
Once modified
by Ock's brilliance,
98
00:05:28,170 --> 00:05:31,749
those weapons will arm a group
of underlings so powerful,
99
00:05:31,750 --> 00:05:35,249
they will make the Sinister Six
look like irate children.
100
00:05:35,250 --> 00:05:37,919
You intercepted that info.
101
00:05:37,920 --> 00:05:40,169
If you were working for Ock,
he'd have given you
102
00:05:40,170 --> 00:05:42,749
- a pass code to...
- Omega 4-1.
103
00:05:43,250 --> 00:05:46,919
You really are working
for that ugly blowhard.
104
00:05:46,920 --> 00:05:48,919
Ock is a genius!
105
00:05:48,920 --> 00:05:51,749
And many people find him
quite handsome, actually.
106
00:05:51,750 --> 00:05:55,579
Sure. A handsome genius who left
me in here to rot for months.
107
00:05:55,580 --> 00:05:58,119
I was beginning to think
he'd forgotten our arrangement.
108
00:05:58,120 --> 00:06:02,789
Patience clearly isn't one of the
disciplines in which you are trained.
109
00:06:02,790 --> 00:06:06,067
Are you on board or not?
110
00:06:06,670 --> 00:06:09,999
Yes. Get me out of here,
and I'm ready to move forward.
111
00:06:10,000 --> 00:06:12,169
That's all I needed to hear.
112
00:06:12,170 --> 00:06:14,039
[clicks]
113
00:06:14,040 --> 00:06:16,169
Hmm. Got to
hand it to him.
114
00:06:16,170 --> 00:06:19,079
That squalid little man
knows his tech.
115
00:06:19,080 --> 00:06:24,361
"Squalid"?! Otto Octavius's
hygiene is above repute.
116
00:06:35,420 --> 00:06:38,619
Go. I'll soon supply you
with coordinates.
117
00:06:38,620 --> 00:06:41,959
Then play your part,
just as Ock brilliantly planned.
118
00:06:41,960 --> 00:06:43,670
Copy that.
119
00:06:45,000 --> 00:06:46,379
Well, look at that.
120
00:06:46,380 --> 00:06:48,829
What, you in the jailbreak
business now, bug?
121
00:06:48,830 --> 00:06:50,039
Spidey!
122
00:06:50,040 --> 00:06:52,879
You made it here so fast.
You gotta stop him!
123
00:06:52,880 --> 00:06:55,392
Nuts to that.
124
00:06:58,460 --> 00:07:02,533
Yeah, I knew you wouldn't
wanna mess with me, insect.
125
00:07:02,688 --> 00:07:04,869
[laughing]
126
00:07:04,870 --> 00:07:07,539
You're letting dangerous
criminals back on the streets!
127
00:07:07,540 --> 00:07:09,869
Thanks for nothing, Spider-Man!
128
00:07:09,870 --> 00:07:12,999
Hey, stop that guy!
He broke in without clearance!
129
00:07:13,000 --> 00:07:15,000
Outta my way, man!
130
00:07:16,950 --> 00:07:22,409
- [man] Hey, Spider, you're on.
- Come on! Thanks for nothing!
131
00:07:22,410 --> 00:07:26,239
[Spider-Man] Sorry. I gotta
save my moves for the judges.
132
00:07:26,240 --> 00:07:31,289
Oh, no!
[yells, grunts]
133
00:07:31,440 --> 00:07:34,349
Another of Parker's
intrusive memories?
134
00:07:34,350 --> 00:07:36,269
Why is this nagging me?
135
00:07:36,270 --> 00:07:39,599
Somehow I regret
not having stopped Hammerhead.
136
00:07:39,600 --> 00:07:42,389
But why should I care if another
criminal is on the loose?
137
00:07:42,390 --> 00:07:45,269
I do not have time
for such irrelevant trivia.
138
00:07:45,270 --> 00:07:49,230
I must not let any
variables distract me.
139
00:07:53,690 --> 00:07:57,349
A facility for processing honey?
140
00:07:57,350 --> 00:07:59,349
Even I'll admit,
141
00:07:59,350 --> 00:08:02,559
it's a clever place
to hide an undercover outpost
142
00:08:02,560 --> 00:08:05,804
of the criminal
science organization, AIM.
143
00:08:05,839 --> 00:08:09,099
Admittedly very advanced
security measures.
144
00:08:09,100 --> 00:08:10,889
Genius level, in fact.
145
00:08:10,890 --> 00:08:14,270
Good thing I'm superior
to mere geniuses.
146
00:08:22,340 --> 00:08:26,379
Excellent. Not that I'm
surprised by my own genius.
147
00:08:26,380 --> 00:08:28,919
Now to message these
coordinates to Sable
148
00:08:28,920 --> 00:08:31,840
so she knows the exact location
of the AIM weapons cache.
149
00:08:33,130 --> 00:08:35,379
What is this sensation?
150
00:08:35,380 --> 00:08:37,960
A tingling.
A need to jump!
151
00:08:40,000 --> 00:08:44,209
Aim found me, yet I had some
kind of mental danger sense.
152
00:08:44,210 --> 00:08:48,339
No wonder Spider-Man was always
able to dodge my surprise attacks!
153
00:08:48,340 --> 00:08:50,999
Only a temporary complication.
154
00:08:51,000 --> 00:08:54,380
I'll finish these fools off in no time.
155
00:08:55,500 --> 00:08:57,999
[yells]
156
00:08:58,000 --> 00:09:00,314
What? Out of webs?
157
00:09:00,315 --> 00:09:02,629
I can run out of webs?
158
00:09:02,630 --> 00:09:04,330
I did not know that!
159
00:09:06,090 --> 00:09:07,879
No more webs?
160
00:09:07,880 --> 00:09:11,340
What kind of dolt creates a device
with these severe limitations?
161
00:09:12,340 --> 00:09:14,339
[grunting]
162
00:09:14,340 --> 00:09:17,589
The strength and reflexes in
this body are truly amazing.
163
00:09:17,590 --> 00:09:19,839
Which means though
I might be outnumbered,
164
00:09:19,840 --> 00:09:23,130
the odds are certainly
not against me! [grunts]
165
00:09:29,300 --> 00:09:32,391
Defeating AIM with
rudimentary physics. [grunts]
166
00:09:32,563 --> 00:09:34,335
How fitting.
167
00:09:34,336 --> 00:09:35,419
[kick lands]
168
00:09:35,420 --> 00:09:38,499
[Dock Ock's voice groans]
It's becoming readily apparent
169
00:09:38,500 --> 00:09:42,499
Parker never lived up to his full
potential with these powers.
170
00:09:42,500 --> 00:09:45,249
I would give his efforts a 47 percent...
171
00:09:45,250 --> 00:09:47,880
well below a passing grade.
172
00:09:49,340 --> 00:09:51,339
Advanced Idea Mechanics, huh?
173
00:09:51,340 --> 00:09:55,089
More like Advanced
Imbecilic Meatheads. [laughs]
174
00:09:55,090 --> 00:09:59,241
I've been holding on to that
joke for years. Worth the wait.
175
00:09:59,500 --> 00:10:02,500
[AIM soldiers groaning]
176
00:10:07,420 --> 00:10:08,879
Aah!
177
00:10:08,880 --> 00:10:10,580
Ha! You missed.
178
00:10:11,540 --> 00:10:14,339
[all crying out]
179
00:10:14,340 --> 00:10:16,250
[tires screeching]
180
00:10:18,130 --> 00:10:19,830
[creaking]
181
00:10:22,800 --> 00:10:26,209
Why do I feel compelled
to save them?
182
00:10:26,360 --> 00:10:28,279
Why am I taking this risk?
183
00:10:28,280 --> 00:10:30,069
[all scream]
184
00:10:30,070 --> 00:10:33,189
[whimpering]
185
00:10:33,190 --> 00:10:35,030
Huh?
186
00:10:37,860 --> 00:10:40,489
You... You saved us!
187
00:10:40,490 --> 00:10:42,032
- You're a hero.
- [siren wailing]
188
00:10:42,033 --> 00:10:44,854
[grunts]
I am no hero.
189
00:10:44,889 --> 00:10:46,501
[brakes screech]
190
00:10:49,190 --> 00:10:51,279
Yes, I am quite impressive.
191
00:10:51,280 --> 00:10:53,569
Now quit gawking
and save these innocents!
192
00:10:53,570 --> 00:10:55,689
Yes, sir!
Here we go.
193
00:10:55,690 --> 00:10:57,860
[grunts]
Hurry!
194
00:11:02,740 --> 00:11:04,780
[screaming]
195
00:11:07,030 --> 00:11:09,150
Ben!
196
00:11:08,767 --> 00:11:14,612
[music]
197
00:11:16,070 --> 00:11:17,770
I have you!
198
00:11:18,740 --> 00:11:20,950
"I have you"?
199
00:11:25,070 --> 00:11:27,279
[onlookers cheering]
200
00:11:27,280 --> 00:11:30,069
You are...
[cheering continues]
201
00:11:30,070 --> 00:11:31,770
welcome.
202
00:11:33,780 --> 00:11:37,239
Now, this is how
one creates a web-shooter.
203
00:11:37,240 --> 00:11:39,239
Highly condensed web fluid.
204
00:11:39,240 --> 00:11:42,779
Nearly impossible to run out,
and stronger to boot.
205
00:11:42,780 --> 00:11:46,649
It stuns me how inefficient
Parker was as Spider-Man.
206
00:11:46,650 --> 00:11:49,739
[TV News] In local news, a family
of three were unexpectedly rescued
207
00:11:49,740 --> 00:11:51,359
by Spider-Man this afternoon.
208
00:11:51,360 --> 00:11:53,949
Despite his
controversial reputation,
209
00:11:53,950 --> 00:11:56,239
to the passengers in this vehicle,
210
00:11:56,240 --> 00:11:58,899
Spider-Man is a lifesaver.
211
00:11:58,900 --> 00:12:01,569
What compelled me
to save that van
212
00:12:01,570 --> 00:12:03,949
when I should be focusing
on my own mission?
213
00:12:03,950 --> 00:12:07,819
Another side effect
of the mind transfer, perhaps?
214
00:12:07,820 --> 00:12:10,069
I'll have to research later.
215
00:12:10,070 --> 00:12:12,569
The coordinates I gave Sable.
216
00:12:12,570 --> 00:12:15,319
AIM has hidden
their superweapons cache
217
00:12:15,320 --> 00:12:18,399
directly under Central Park?
218
00:12:18,400 --> 00:12:20,779
There will be many
innocent people present
219
00:12:20,780 --> 00:12:23,689
when she puts the explosive
extraction into motion.
220
00:12:23,690 --> 00:12:26,110
Not ideal.
221
00:12:29,320 --> 00:12:31,949
[groans]
222
00:12:31,950 --> 00:12:35,319
I cannot believe these ideas
are in my brain.
223
00:12:35,320 --> 00:12:38,319
Why should I,
the great Otto Octavius,
224
00:12:38,320 --> 00:12:41,399
feel concern for people
I do not even know?
225
00:12:41,400 --> 00:12:44,739
What care I for the
unwashed masses? [gasps]
226
00:12:44,740 --> 00:12:49,189
You... You saved us!
You're a hero.
227
00:12:49,190 --> 00:12:51,529
Stay focused. No variables!
228
00:12:51,530 --> 00:12:54,780
This is about me.
About my plans!
229
00:12:58,150 --> 00:12:59,418
[Spider-Man grunts]
230
00:12:59,419 --> 00:13:02,008
You're coming with me!
231
00:13:03,650 --> 00:13:05,609
[grunts]
232
00:13:05,610 --> 00:13:07,175
[man yelling]
233
00:13:07,176 --> 00:13:08,739
[grunts]
234
00:13:08,740 --> 00:13:09,871
[groans]
235
00:13:09,872 --> 00:13:11,569
D-Don't hurt me!
236
00:13:11,570 --> 00:13:13,569
[Spider-Man]
Are you making a request
237
00:13:13,570 --> 00:13:16,529
or quoting someone else from tonight?
238
00:13:16,530 --> 00:13:19,610
I didn't mean to...
[muffled shouting]
239
00:13:21,650 --> 00:13:25,319
Save your excuses!
[grunts]
240
00:13:25,320 --> 00:13:27,609
All I wanna hear
is your screams!
241
00:13:27,610 --> 00:13:29,279
Huh?
242
00:13:29,280 --> 00:13:33,239
That face!
I remember that face.
243
00:13:33,240 --> 00:13:35,689
What have I done?
244
00:13:35,690 --> 00:13:39,399
My inaction caused the death
of the man who raised me!
245
00:13:39,400 --> 00:13:44,069
Uncle Ben... I'm so sorry.
246
00:13:44,070 --> 00:13:49,649
What? I have not allowed
myself to cry in years! Ugh!
247
00:13:49,820 --> 00:13:54,819
I have made a... miscalculation.
248
00:13:54,820 --> 00:13:58,859
I believed Parker's body would
simply be a vessel for my own mind,
249
00:13:58,860 --> 00:14:03,859
but now I share his experiences
as if I'd lived them.
250
00:14:03,860 --> 00:14:07,659
I may not have made these memories,
but they are in my brain.
251
00:14:07,660 --> 00:14:10,739
They are as much mine now
as they were Parker's.
252
00:14:10,740 --> 00:14:15,029
I believed great power
was only a means to more power.
253
00:14:15,030 --> 00:14:17,659
But now I see that I was wrong.
254
00:14:17,660 --> 00:14:19,779
I cannot, through my inaction,
255
00:14:19,780 --> 00:14:22,949
allow others to suffer
as Uncle Ben did.
256
00:14:22,950 --> 00:14:25,119
Come in, Silver Sable.
257
00:14:25,120 --> 00:14:27,119
Abort the mission.
Do you read?
258
00:14:27,120 --> 00:14:31,859
If she's already begun,
she's gone into radio silence.
259
00:14:31,860 --> 00:14:34,450
Which means I have to get to work.
260
00:14:34,451 --> 00:14:38,282
[music]
261
00:14:40,160 --> 00:14:42,579
Sable, stop everything.
262
00:14:42,580 --> 00:14:47,489
I, uh... Ock has decided we need
to abort the mission immediately.
263
00:14:47,490 --> 00:14:50,039
Nice try, but I know Ock.
264
00:14:50,040 --> 00:14:53,159
If he wanted the admission
aborted, he would've come himself.
265
00:14:53,160 --> 00:14:56,579
Yes, well, he'd be here,
but he's... busy,
266
00:14:56,580 --> 00:14:58,989
uh, greeting his many admirers.
267
00:14:58,990 --> 00:15:01,789
Ock has friends?
[laughs]
268
00:15:01,790 --> 00:15:03,869
Since when?
Forget it.
269
00:15:03,870 --> 00:15:06,449
I'm moments away
from final activation.
270
00:15:06,450 --> 00:15:08,150
[beeping]
271
00:15:11,490 --> 00:15:14,449
This plan cannot continue.
272
00:15:14,450 --> 00:15:16,579
Innocent lives are at stake.
273
00:15:16,780 --> 00:15:21,579
Ha. Otto Octavius?
Caring about innocents?
274
00:15:21,580 --> 00:15:24,949
Sorry, Spider-Man,
but now I know you're lying.
275
00:15:24,950 --> 00:15:26,650
What?
276
00:15:28,870 --> 00:15:31,579
Hmm. That was a fatal mistake.
277
00:15:31,580 --> 00:15:33,280
[grunts]
278
00:15:37,410 --> 00:15:39,039
[grunting]
279
00:15:39,040 --> 00:15:41,450
[yells, grunts]
280
00:15:44,870 --> 00:15:46,449
Uh...
281
00:15:46,450 --> 00:15:48,150
Uh...
282
00:15:49,450 --> 00:15:53,449
Oh, yeah. I forgot about
this part of the plan.
283
00:15:53,450 --> 00:15:56,329
I have Ock on my side
this time, web-head.
284
00:15:56,330 --> 00:16:00,659
- You're out of luck!
- Me, attacked by an Octo-bot?
285
00:16:00,660 --> 00:16:03,167
This is painfully ironic.
286
00:16:10,160 --> 00:16:13,159
[grunts, laughs]
287
00:16:13,160 --> 00:16:16,159
Oh, you might be good,
kid, but Ock is better.
288
00:16:16,160 --> 00:16:17,792
- You won't stop us now.
- [beeps]
289
00:16:17,793 --> 00:16:21,789
[beeping]
290
00:16:21,790 --> 00:16:25,829
No! The detonator's timers
have started! [grunts]
291
00:16:25,830 --> 00:16:27,789
Everybody run!
292
00:16:27,790 --> 00:16:30,960
You will pay for your defiance, Sable!
293
00:16:32,790 --> 00:16:34,490
[grunts]
294
00:16:37,710 --> 00:16:39,105
You are a fine creation,
[grunts]
295
00:16:39,106 --> 00:16:43,999
[beeping down]
but I am your master.
296
00:16:44,000 --> 00:16:46,619
How did you...
[grunting]
297
00:16:46,620 --> 00:16:50,210
Let's just say that my familiarity
with Octo-bot design [grunting]
298
00:16:50,213 --> 00:16:53,000
- allowed me insight into its weak spots.
- [annoyed groan]
299
00:16:53,003 --> 00:16:56,154
It doesn't matter.
Ock's plan will...
300
00:16:56,189 --> 00:16:57,515
[muffled grunt]
[siren approaching]
301
00:16:57,550 --> 00:17:00,289
Your contract is terminated, shrew.
302
00:17:00,290 --> 00:17:03,499
Hey, Spider-Man, how can we help?
303
00:17:03,500 --> 00:17:07,249
It is most fortunate that you are here.
The danger has not passed.
304
00:17:07,250 --> 00:17:11,039
Get all civilians clear of this
location by at least 100 yards.
305
00:17:11,040 --> 00:17:13,369
- Okay, but what...
- Do it now!
306
00:17:13,370 --> 00:17:16,999
[over PA] Everyone, please clear
the park area immediately!
307
00:17:17,000 --> 00:17:19,040
[Doc Ock's voice, thinking]
I only have mere seconds
308
00:17:19,064 --> 00:17:21,919
before these detonators
start exploding in a series.
309
00:17:21,920 --> 00:17:25,210
A field test for the strength
of my new webs.
310
00:17:27,210 --> 00:17:29,620
[onlookers shout, scream]
311
00:17:36,830 --> 00:17:39,159
[yells]
312
00:17:39,160 --> 00:17:41,250
[grunting, panting]
313
00:17:44,920 --> 00:17:47,659
I've never seen him so determined.
314
00:17:47,660 --> 00:17:52,079
Is Spider-Man somehow better
than he used to be?
315
00:17:52,080 --> 00:17:55,289
The last bomb. If I push
this body to its limits,
316
00:17:55,290 --> 00:17:57,040
- I should be able...
- My ball!
317
00:17:57,043 --> 00:17:58,079
No!
318
00:17:58,080 --> 00:18:00,119
[panting]
319
00:18:00,120 --> 00:18:02,119
Attention!
You must get clear!
320
00:18:02,120 --> 00:18:04,329
[panting, grunting]
321
00:18:04,330 --> 00:18:07,079
[beeping continues, stops]
322
00:18:07,080 --> 00:18:08,780
Get down!
323
00:18:11,120 --> 00:18:12,709
[bell dings]
324
00:18:12,710 --> 00:18:14,870
[murmuring]
325
00:18:17,210 --> 00:18:19,709
[Peter] Wow. Everyone looks
so small from up here.
326
00:18:19,710 --> 00:18:21,329
Like little ants.
327
00:18:21,330 --> 00:18:24,829
Yeah, but all those ants are
people, just like you and me.
328
00:18:24,830 --> 00:18:27,159
Millions of them.
From all over the world.
329
00:18:27,160 --> 00:18:30,079
Each and every one of them
as important as anyone else.
330
00:18:30,080 --> 00:18:32,329
That's why I love coming up here.
331
00:18:32,330 --> 00:18:35,660
Sometimes it's important to see
things from a new perspective.
332
00:18:39,080 --> 00:18:42,539
Spider-Man, you saved
my grandson's life!
333
00:18:42,540 --> 00:18:45,999
I... I did?
334
00:18:46,000 --> 00:18:48,709
[policeman] That was the
bravest thing I've ever seen.
335
00:18:48,710 --> 00:18:50,499
Thank you, Spider-Man.
336
00:18:50,500 --> 00:18:52,960
[onlookers cheering]
337
00:18:56,000 --> 00:18:59,079
Um, it is my understanding
338
00:18:59,080 --> 00:19:01,159
that this kind of social situation
339
00:19:01,160 --> 00:19:04,209
requires me to say,
"You are"...
340
00:19:04,210 --> 00:19:09,835
- My hero, Spider-Man.
- Huh? You're welcome.
341
00:19:10,250 --> 00:19:13,459
My own father taught me everyone
else in the world is beneath me,
342
00:19:13,460 --> 00:19:17,159
but I now see Parker's
Uncle Ben was correct.
343
00:19:17,160 --> 00:19:19,660
- Every one of these people are important.
- [chattering]
344
00:19:19,663 --> 00:19:23,749
Like a fool, I thought I was the
constant in my life's equation...
345
00:19:23,750 --> 00:19:25,249
that nothing could change me.
346
00:19:25,250 --> 00:19:27,829
But I never realized
that variables,
347
00:19:27,830 --> 00:19:30,789
such as sharing all of
Peter Parker's experiences
348
00:19:30,790 --> 00:19:33,249
would not only effect
my life's equation,
349
00:19:33,250 --> 00:19:35,460
but improve it.
350
00:19:38,200 --> 00:19:41,409
Despite the preposterousness
of this formula, [music]
351
00:19:41,410 --> 00:19:43,489
there is a certain truth to it.
352
00:19:43,490 --> 00:19:47,739
Great power does equate
with great responsibility.
353
00:19:47,740 --> 00:19:51,319
Otto Octavius will become
354
00:19:51,320 --> 00:19:54,910
the Superior Spider-Man.
355
00:19:59,120 --> 00:20:00,820
Mmm.
356
00:20:04,030 --> 00:20:06,409
Ah, steak dinner.
357
00:20:06,410 --> 00:20:08,409
They don't got these
in the slammer.
358
00:20:08,410 --> 00:20:12,319
I'd have given up any one of youse
just to smell one. [sniffs]
359
00:20:12,320 --> 00:20:15,264
Oh! Buonissima!
360
00:20:15,299 --> 00:20:19,063
Uh, aren't you worried Spider-Man
might track you down again,
361
00:20:19,098 --> 00:20:22,409
- throw us all behind bars?
- Spider-Man?! [laughs]
362
00:20:22,410 --> 00:20:24,989
I tell you what, that clown
in those clown pajamas
363
00:20:24,990 --> 00:20:26,989
had the chance to stop me
when I was breaking out.
364
00:20:26,990 --> 00:20:28,931
Guess what he did.
365
00:20:29,450 --> 00:20:33,819
- Stopped you?
- No, he didn't stop me, ya lunk!
366
00:20:33,820 --> 00:20:35,699
I'm sitting right here
in front of ya.
367
00:20:35,700 --> 00:20:37,819
If I could turn
your stupidity into energy,
368
00:20:37,820 --> 00:20:40,439
I could power this city.
369
00:20:40,740 --> 00:20:43,579
[scoffs]
Spider-Man just let me go.
370
00:20:43,580 --> 00:20:45,699
Turned his back and webbed off.
371
00:20:45,700 --> 00:20:48,369
We ain't got nothing to worry
about from him, I tell you what.
372
00:20:48,370 --> 00:20:53,516
- Now pass the béarnaise.
- Huh?
373
00:20:53,551 --> 00:20:55,506
- Wha...
- What's happenin'?
374
00:20:55,541 --> 00:20:57,410
[grunting]
375
00:20:58,410 --> 00:21:00,409
[cries out]
376
00:21:00,410 --> 00:21:02,869
[grunts, groans]
377
00:21:03,020 --> 00:21:04,969
Spider-Man!
378
00:21:04,970 --> 00:21:08,429
Since when do you enter a room
without making a bad joke?
379
00:21:08,430 --> 00:21:12,569
That was then, Hammerhead.
This is now!
380
00:21:12,604 --> 00:21:13,809
[blow lands]
381
00:21:15,180 --> 00:21:18,349
Well, we're gonna have to get the
Neuro-Cortex out of this housing
382
00:21:18,350 --> 00:21:20,269
and get it back to Horizon.
383
00:21:20,270 --> 00:21:22,969
I hope it's not damaged beyond repair.
384
00:21:23,884 --> 00:21:26,964
[echoed gasping]
385
00:21:30,400 --> 00:21:32,304
Where am I?
386
00:21:33,251 --> 00:21:37,652
sync & correction by f1nc0
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