1 00:00:04,700 --> 00:00:07,290 [Nico] Since the day we met, he's been like a brother to me, 2 00:00:07,370 --> 00:00:09,540 but he's been keeping this major secret. 3 00:00:09,620 --> 00:00:12,580 He didn't trust me enough to let me into this huge part of his life. 4 00:00:12,660 --> 00:00:14,450 It's one thing to risk your own life, 5 00:00:14,540 --> 00:00:17,700 but it's another thing to be willing to risk the people closest to you. 6 00:00:17,790 --> 00:00:19,910 Things have been different without having Uncle Ben around, 7 00:00:20,000 --> 00:00:21,830 but you've always been here for me. 8 00:00:21,910 --> 00:00:24,410 One of the last conversations I had with Otto was about Gamma. 9 00:00:24,500 --> 00:00:26,200 I think we can track him down through it. 10 00:00:26,290 --> 00:00:29,290 [Peter] If we stop Octavius, we stop his designs from getting into the wrong hands. 11 00:00:29,370 --> 00:00:33,120 [Pearl] Dre told me everything. He's worried about you, Lon! 12 00:00:33,200 --> 00:00:35,330 -Just let us help you. -I don't need your help. 13 00:00:35,410 --> 00:00:37,700 [Mac distorted] Knock, knock. [laughing maniacally] 14 00:00:37,790 --> 00:00:39,290 [Spider-Man] Lonnie? What's he doing here? 15 00:00:39,370 --> 00:00:40,540 -Pearl! -[screams] 16 00:00:40,620 --> 00:00:43,540 [Spider-Man] This was super fun, but I think it's time to wrap things up. 17 00:00:43,620 --> 00:00:44,620 [screams] 18 00:00:44,700 --> 00:00:47,500 [Spider-Man] Mr. Osborn, I need your help. Mr. Osborn, please. 19 00:00:47,580 --> 00:00:49,910 -[beeps, trills] -I found you, Otto. 20 00:00:50,000 --> 00:00:51,160 [screams] 21 00:00:51,250 --> 00:00:53,620 [Norman] I'm getting reports that your suit has been punctured. 22 00:00:53,700 --> 00:00:56,660 -That shouldn't be possible. -It's possible. [groans] 23 00:00:56,750 --> 00:00:58,410 [Norman on speakers] Spider-Man! Climb on! 24 00:00:58,500 --> 00:01:00,500 [♪ tense music playing] 25 00:01:03,660 --> 00:01:06,660 [♪ "Neighbor Like Me" playing] 26 00:01:12,410 --> 00:01:15,290 [chorus] ♪ Hey there ♪ 27 00:01:15,370 --> 00:01:17,830 ♪ There goes the Spider-Man ♪ 28 00:01:17,910 --> 00:01:19,120 ♪ Spider-Man ♪ 29 00:01:19,200 --> 00:01:21,750 ♪ Does whatever a spider can ♪ 30 00:01:21,830 --> 00:01:22,910 ♪ Spider-Man ♪ 31 00:01:23,000 --> 00:01:25,200 ♪ Spider-Man Spider-Man ♪ 32 00:01:25,290 --> 00:01:27,200 -♪ There goes the Spider-Man ♪ -[Relaye] ♪ Yeah! Eh! ♪ 33 00:01:27,290 --> 00:01:28,370 ♪ There we go There we go ♪ 34 00:01:28,450 --> 00:01:29,450 ♪ There we go again ♪ 35 00:01:29,540 --> 00:01:32,370 ♪ Swinging through the city so fast You can barely notice him ♪ 36 00:01:32,450 --> 00:01:33,450 ♪ Wall crawler ♪ 37 00:01:33,540 --> 00:01:34,620 ♪ You know what's after that ♪ 38 00:01:34,700 --> 00:01:37,250 ♪ Friendly neighborhood He's taking care of the habitat ♪ 39 00:01:37,330 --> 00:01:38,540 ♪ Urban acrobat ♪ 40 00:01:38,620 --> 00:01:40,620 ♪ Don't know where he find the time Fighting crime ♪ 41 00:01:40,700 --> 00:01:42,700 ♪ Humble beginnings And now we flyin' high ♪ 42 00:01:42,790 --> 00:01:45,000 ♪ Spi-Spidey sense Superpower science kid ♪ 43 00:01:45,080 --> 00:01:47,790 ♪ You don't think it's fair I got the world's smallest violin ♪ 44 00:01:47,870 --> 00:01:50,200 ♪ At the pinnacle Perched at the top ♪ 45 00:01:50,290 --> 00:01:51,790 ♪ It's daily and it never stops ♪ 46 00:01:51,870 --> 00:01:53,040 [chorus] ♪ Hey there ♪ 47 00:01:53,120 --> 00:01:55,080 [Relaye] ♪ Need my city, my city it need me ♪ 48 00:01:55,160 --> 00:01:56,700 ♪ A hero not a vigilante ♪ 49 00:01:56,790 --> 00:01:58,160 [chorus] ♪ There goes the Spider-Man ♪ 50 00:01:58,250 --> 00:02:00,080 [Relaye] ♪ Taking off the mask I know what you see ♪ 51 00:02:00,160 --> 00:02:01,160 [chorus] ♪ Look out ♪ 52 00:02:01,250 --> 00:02:03,410 [Relaye] ♪ Know you want a neighbor like me ♪ 53 00:02:03,500 --> 00:02:05,290 ♪ Cleaning up Queens, NYC ♪ 54 00:02:05,370 --> 00:02:07,080 ♪ And I do it even better with a team ♪ 55 00:02:07,160 --> 00:02:09,830 [chorus] ♪ Here comes the Spider-Man ♪ 56 00:02:11,660 --> 00:02:12,830 [Mac laughing echoes] 57 00:02:14,120 --> 00:02:15,910 -[grunting echoes] -[whirring] 58 00:02:18,620 --> 00:02:19,790 [yells] 59 00:02:19,870 --> 00:02:21,620 -[EKG beeping] -[♪ ominous music playing] 60 00:02:21,700 --> 00:02:24,830 -[oxygen hisses] -[Peter breathing heavily] 61 00:02:24,910 --> 00:02:26,540 [echoing] He's just a kid. 62 00:02:26,620 --> 00:02:29,120 [nurse] BP dropping, prep the crash cart. 63 00:02:31,080 --> 00:02:32,450 [sloshing] 64 00:02:32,950 --> 00:02:34,750 [weakly] Wait-- Don't-- 65 00:02:35,200 --> 00:02:37,000 [Norman] Give him some space, everybody. 66 00:02:37,080 --> 00:02:38,160 What's his status? 67 00:02:38,250 --> 00:02:40,250 [inaudible] 68 00:02:40,330 --> 00:02:42,330 [♪ music swells] 69 00:02:42,410 --> 00:02:44,410 -[♪ music stops] -[groans] 70 00:02:44,500 --> 00:02:48,120 [birds chirping] 71 00:02:49,290 --> 00:02:52,040 -[groaning] -[EKG beeping] 72 00:02:52,120 --> 00:02:53,200 Ow. 73 00:02:54,700 --> 00:02:55,750 [gasps] 74 00:02:56,040 --> 00:02:57,830 -My mask... -[Norman] It's okay, Peter. 75 00:02:58,870 --> 00:03:00,330 No one has seen your face. 76 00:03:01,330 --> 00:03:03,160 It's just me in here with you now. 77 00:03:04,250 --> 00:03:07,120 -[weakly] Mr. Osborn-- -[Norman] You're healing remarkably fast. 78 00:03:07,200 --> 00:03:10,250 -Another gift of your unique physiology. -Where... 79 00:03:10,330 --> 00:03:13,540 -Where am I? -Oscorp's experimental medical wing. 80 00:03:13,620 --> 00:03:15,450 My doctors monitored you overnight. 81 00:03:15,830 --> 00:03:20,410 Overnight? I-- Mr. Osborn, I gotta talk to May. 82 00:03:20,540 --> 00:03:23,540 I had Harry call and tell her you were spending the night at our place. 83 00:03:23,620 --> 00:03:27,410 -Oh. So, she-- -Has no reason to worry. 84 00:03:27,500 --> 00:03:31,410 Okay... But the scorpion tail guy I was fighting, he... 85 00:03:31,910 --> 00:03:34,410 he's still out there, right? I... I gotta stop him 86 00:03:34,500 --> 00:03:37,160 -before someone gets hurt. -Slow down. 87 00:03:37,250 --> 00:03:40,290 He won't last. That maniac has a target on his back 88 00:03:40,370 --> 00:03:42,330 from every law enforcement agency in the city. 89 00:03:42,410 --> 00:03:45,830 Octavius is the real threat, always has been. 90 00:03:45,910 --> 00:03:48,330 And thanks to you, I found him. 91 00:03:48,410 --> 00:03:53,120 [groans] Let's end this, then. Nobody else gets hurt. I... I'm ready. 92 00:03:53,660 --> 00:03:55,620 I'm afraid that's not an option. 93 00:03:56,200 --> 00:04:00,080 The Spider-Man suit sustained heavy damage during your encounter with the Scorpion. 94 00:04:00,160 --> 00:04:02,450 -It's... totaled. -[♪ somber music playing] 95 00:04:04,290 --> 00:04:08,000 That's okay. What about one of the other designs? 96 00:04:08,080 --> 00:04:10,290 I... I'll wear the bumblebee wings. I don't care. 97 00:04:10,370 --> 00:04:13,040 -No. You need to to rest and heal. -[gasps] 98 00:04:13,120 --> 00:04:15,790 I'll alert the proper authorities to handle Octavius. 99 00:04:15,910 --> 00:04:17,160 [sighs] 100 00:04:17,830 --> 00:04:21,200 I went up against the Scorpion, and I lost. 101 00:04:22,000 --> 00:04:27,660 When people get hurt, or worse, that'll be on me. 102 00:04:29,250 --> 00:04:31,790 And I just don't know if I have the power to stop him. 103 00:04:32,290 --> 00:04:36,540 Peter, you doubt yourself because you're holding yourself back. 104 00:04:37,040 --> 00:04:39,580 The second you embrace the true power of your abilities, 105 00:04:39,660 --> 00:04:41,290 you'll be unmatched. 106 00:04:41,370 --> 00:04:44,580 I don't wanna see you get hurt again, but I'm afraid it will keep happening 107 00:04:44,660 --> 00:04:46,870 unless you push yourself to that higher level. 108 00:04:46,950 --> 00:04:48,910 If you're not willing to do that, 109 00:04:49,000 --> 00:04:51,200 -then maybe our work together should end. -[gasps] 110 00:04:51,290 --> 00:04:55,120 Because that's the level I need Spider-Man at. 111 00:04:55,200 --> 00:04:57,450 -That's the level I need you at, Peter. -[♪ tense music playing] 112 00:04:58,540 --> 00:05:00,620 As soon as you're able, you can head home to your aunt. 113 00:05:01,700 --> 00:05:04,580 Miss Porter, please get me Secretary Ross. 114 00:05:06,330 --> 00:05:07,580 [sighs] 115 00:05:08,450 --> 00:05:10,250 [♪ pensive music playing] 116 00:05:13,540 --> 00:05:15,160 [keyboard clacking] 117 00:05:20,700 --> 00:05:23,200 [♪ pensive music continuing] 118 00:05:27,910 --> 00:05:29,700 -[Asha screaming] -[gasps] 119 00:05:30,910 --> 00:05:32,120 [panting] 120 00:05:32,870 --> 00:05:35,540 -[squeals] It works! It works! -[students groan] 121 00:05:35,620 --> 00:05:37,790 Too bad my ears don't anymore. 122 00:05:37,870 --> 00:05:41,950 -[gasps] Peter. -Is everyone okay in here? 123 00:05:42,040 --> 00:05:44,450 -Uh, yeah. Are you okay, dude? -[all gasping] 124 00:05:44,540 --> 00:05:46,660 -Did you get mugged? -Yeah. Yeah. 125 00:05:48,660 --> 00:05:52,200 Stable output. Strong current. 126 00:05:52,290 --> 00:05:53,750 It's functioning perfectly. 127 00:05:53,830 --> 00:05:56,080 Just as your calculations predicted. 128 00:05:56,160 --> 00:06:00,750 Yes, even I have to admit this is a bit of a breakthrough, Parker. 129 00:06:00,830 --> 00:06:02,200 Uh, a minor breakthrough. 130 00:06:02,290 --> 00:06:04,750 Like breaking through a wall of wet tissue paper. 131 00:06:04,830 --> 00:06:08,830 You three better hope your projects match this level of... adequateness. 132 00:06:08,910 --> 00:06:11,540 [chuckles] Oh, you haven't seen anything yet, doc. 133 00:06:11,620 --> 00:06:13,500 If I don't deliver something better than that, 134 00:06:13,580 --> 00:06:15,660 my pride will be as bruised as Pete's face. 135 00:06:15,750 --> 00:06:16,910 -[Asha] Hey. -Not funny, Cho. 136 00:06:17,000 --> 00:06:18,950 -Apologize. -My bad, bro. 137 00:06:19,040 --> 00:06:21,200 -We're good, right? -[Jeanne scoffs] He's like a child. 138 00:06:21,290 --> 00:06:23,250 Peter? Was Jeanne right? You were mugged? 139 00:06:23,330 --> 00:06:28,580 What? Oh, yeah. It's like they said. [chuckles] Wrong place, wrong time. 140 00:06:29,120 --> 00:06:31,370 I'm sorry that I missed our demonstration, Dr. Connors. 141 00:06:31,450 --> 00:06:34,250 Mr. Osborn has me working on a special project. 142 00:06:34,330 --> 00:06:36,580 Is that why they're turning this place into a zoo? 143 00:06:36,660 --> 00:06:38,660 [animals chittering] 144 00:06:38,750 --> 00:06:41,160 No, I actually don't know anything about that. 145 00:06:41,250 --> 00:06:43,290 Are you sure you don't need any help from me? 146 00:06:43,370 --> 00:06:46,040 [stammers] No, don't worry about it. Go home and get some rest. 147 00:06:46,120 --> 00:06:48,950 You've been an integral partner for this whole experiment. 148 00:06:49,040 --> 00:06:51,120 I'm sure Mr. Osborn noticed that, 149 00:06:51,200 --> 00:06:53,870 and that's why he expects such big things from you. 150 00:06:54,540 --> 00:06:56,830 And I would hate to let him down. 151 00:06:57,450 --> 00:06:58,790 I think I already have. 152 00:07:00,410 --> 00:07:02,580 Thanks for everything, Dr. Connors. 153 00:07:06,750 --> 00:07:09,290 [instructor on video] You are the warrior. 154 00:07:09,370 --> 00:07:11,950 -Hi, May! I'm home. I'll be in my room. -[instructor] You are strong. 155 00:07:12,040 --> 00:07:14,700 Hey, Peter. Peter, I watched The Bachelor last night without you. 156 00:07:14,790 --> 00:07:15,950 You have to hear-- [gasps] 157 00:07:16,410 --> 00:07:19,330 Oh, my gosh. What happened? 158 00:07:19,410 --> 00:07:22,250 I don't know. [chuckles] You were about to tell me. 159 00:07:22,910 --> 00:07:25,450 It's fine. It's fi-- May, don't freak out. 160 00:07:25,540 --> 00:07:28,540 Harry was just teaching me to skateboard, and it didn't go well. 161 00:07:28,620 --> 00:07:32,160 [May] Uh, nuh-uh. No, no, that's not how this works, kid. 162 00:07:32,250 --> 00:07:34,250 Now, we are supposed to be a team, 163 00:07:34,330 --> 00:07:37,370 and if you're gonna stay out all night, I need to hear it from you. 164 00:07:37,450 --> 00:07:41,120 And if you come home beat up, I deserve to know why. 165 00:07:42,000 --> 00:07:44,000 I just don't want you to worry. 166 00:07:44,080 --> 00:07:47,290 Well, too bad. I'm gonna worry. A lot. 167 00:07:47,370 --> 00:07:49,450 I care about you, Peter. 168 00:07:49,540 --> 00:07:51,500 [♪ emotional music playing] 169 00:07:54,540 --> 00:07:56,370 -[gasps] -I just... 170 00:07:56,450 --> 00:07:58,870 -I keep screwing everything up, May. -Oh. 171 00:07:59,290 --> 00:08:01,540 [sighs] Nico's mad at me, 172 00:08:01,620 --> 00:08:04,450 Mr. Osborn's probably so disappointed, and I-- 173 00:08:04,540 --> 00:08:08,950 [breathes deeply] I feel like there's so much that I have to do, 174 00:08:09,040 --> 00:08:11,250 and so many people that I have to do right by, 175 00:08:11,330 --> 00:08:15,790 and if I can't handle that responsibility, then I'm weak. 176 00:08:16,410 --> 00:08:19,580 I'm afraid I'll never be strong enough to be who I'm supposed to. 177 00:08:20,250 --> 00:08:22,540 -You already are, Peter. -[♪ inspiring music playing] 178 00:08:22,620 --> 00:08:25,500 And you're stronger than you give yourself credit for. 179 00:08:25,790 --> 00:08:29,370 Look, the world has put you through the wringer. 180 00:08:29,450 --> 00:08:33,290 And... And so much is changing that it's okay to be scared. 181 00:08:33,830 --> 00:08:35,200 That's not a weakness. 182 00:08:37,120 --> 00:08:39,700 I was scared too, you know. 183 00:08:39,790 --> 00:08:41,120 When it became just you and me. 184 00:08:41,660 --> 00:08:45,120 I mean, I thought Ben would be here to help me. 185 00:08:45,200 --> 00:08:48,000 May, it's okay. You have been more than enough. 186 00:08:48,080 --> 00:08:51,830 No, [sighs] Peter, I love you, and I'm here for you. But... 187 00:08:51,950 --> 00:08:54,830 -But you're growin' up, and... -[sighs] 188 00:08:55,580 --> 00:08:58,200 I know Ben could have been your role model. 189 00:08:58,290 --> 00:09:03,370 You just deserve someone like him to talk to, someone you trust, 190 00:09:03,450 --> 00:09:04,700 like you trust me. 191 00:09:04,790 --> 00:09:08,120 Well, I'm glad that I have you. I love you, too, May. 192 00:09:08,200 --> 00:09:10,660 [chuckles] Look, can I just get you to promise 193 00:09:10,750 --> 00:09:13,080 you won't try skateboarding ever again? 194 00:09:13,160 --> 00:09:15,700 'Cause seems like you're really bad at it. 195 00:09:15,790 --> 00:09:17,370 -[grunts] -Ooh. 196 00:09:17,450 --> 00:09:18,580 [both chuckling] 197 00:09:18,660 --> 00:09:21,040 Sure. You got it. 198 00:09:22,200 --> 00:09:23,540 [horns honking] 199 00:09:24,200 --> 00:09:26,830 [♪ romantic jazz music playing on speakers] 200 00:09:27,700 --> 00:09:29,370 -[call ringing] -[system chimes] 201 00:09:29,450 --> 00:09:32,040 -Hello, sir. -Vincent, why are you contacting me 202 00:09:32,120 --> 00:09:34,540 during my private brainstorming hours? 203 00:09:34,620 --> 00:09:36,250 I just happened to be nearby 204 00:09:36,330 --> 00:09:38,370 and thought I'd check in and see if you need anything? 205 00:09:38,450 --> 00:09:44,620 What I need is for you not to disturb me when I'm doing cutting-edge research. 206 00:09:45,290 --> 00:09:47,040 You're playing that game again, aren't you? 207 00:09:47,120 --> 00:09:49,580 [cat meowing in video game] 208 00:09:49,790 --> 00:09:54,080 I'm just farming XP until the developers patch the exploit I found. 209 00:09:54,160 --> 00:09:57,790 Besides, I also just finalized a deal to acquire a sampling 210 00:09:57,870 --> 00:09:59,910 of one of the Earth's rarest metals. 211 00:10:00,000 --> 00:10:02,040 The applications will be endless. 212 00:10:02,120 --> 00:10:04,500 [Vincent] Did you remember to eat something, sir? 213 00:10:04,580 --> 00:10:05,660 [cat meowing] 214 00:10:06,000 --> 00:10:08,290 I'm a grown man, Vincent. Of course, I did. 215 00:10:08,370 --> 00:10:11,160 [Vincent] I could bring you some leftover soup if you're hungry. 216 00:10:11,250 --> 00:10:12,410 I won't decline that offer. 217 00:10:12,500 --> 00:10:15,040 But we have nothing more to say to one another until then. 218 00:10:15,410 --> 00:10:16,500 [system beeps] 219 00:10:18,250 --> 00:10:20,450 [warehouse door opening] 220 00:10:20,540 --> 00:10:22,410 Vincent? That was quick. 221 00:10:22,500 --> 00:10:24,330 -[door slams] -Otto Octavius, 222 00:10:24,410 --> 00:10:26,540 you're in violation of the Sokovia Accords 223 00:10:26,620 --> 00:10:30,080 for the illegal harboring and selling of Gamma-powered weapons. 224 00:10:30,160 --> 00:10:32,580 -Hands up, Doctor. -Oh. 225 00:10:32,910 --> 00:10:35,790 -This is not ideal. -[officer] Hands up, doc. 226 00:10:35,870 --> 00:10:37,410 Well, you asked. 227 00:10:37,500 --> 00:10:39,160 -[snaps fingers] -[whirring] 228 00:10:39,250 --> 00:10:41,160 -[♪ upbeat jazz music playing] -[groans] 229 00:10:42,120 --> 00:10:43,120 [groans] 230 00:10:43,750 --> 00:10:44,790 [whirring] 231 00:10:44,870 --> 00:10:47,870 -[officer] Heads up! -Stop! Stop, don't come any closer. 232 00:10:47,950 --> 00:10:49,700 [groaning] 233 00:10:50,870 --> 00:10:52,410 [officer] Move, move! Move! 234 00:10:52,500 --> 00:10:54,120 [grunting] 235 00:10:54,200 --> 00:10:55,290 [yelps] 236 00:10:55,620 --> 00:10:56,830 [screams] 237 00:10:56,910 --> 00:10:57,950 [exclaiming] 238 00:10:58,040 --> 00:10:59,160 [whimpers] Get away! 239 00:10:59,950 --> 00:11:02,040 [officers shouting] 240 00:11:02,120 --> 00:11:05,660 -[♪ upbeat jazz music continuing] -[gasps, screaming] 241 00:11:05,750 --> 00:11:07,790 -[officer 1] Watch your six! -[officer 2] I can't see him. 242 00:11:07,870 --> 00:11:09,410 [officers grunting] 243 00:11:11,790 --> 00:11:12,950 Don't let him escape. 244 00:11:13,040 --> 00:11:14,080 [gunfire] 245 00:11:15,330 --> 00:11:16,330 [beeps] 246 00:11:17,750 --> 00:11:19,500 -Everybody down! -[officer 1] Back up! Take cover! 247 00:11:19,580 --> 00:11:20,870 [officer 2] Back up! Back up! 248 00:11:21,080 --> 00:11:22,580 [sounds muffled] 249 00:11:22,660 --> 00:11:25,000 [♪ upbeat jazz music continuing] 250 00:11:25,080 --> 00:11:27,450 [officer] Drop the... Whatever that is. 251 00:11:27,540 --> 00:11:28,620 [laughs] 252 00:11:30,120 --> 00:11:34,000 -[chimes, whooshes] -[officers groaning] 253 00:11:34,080 --> 00:11:36,450 -[officer 1] My ears! -[officer 2] No! No! 254 00:11:36,540 --> 00:11:37,700 [officer 3] My head! 255 00:11:37,790 --> 00:11:40,080 [Dr. Octavius] Yes, yes, you're in tremendous pain. 256 00:11:40,160 --> 00:11:41,700 You think I don't already know that? 257 00:11:41,790 --> 00:11:43,790 [♪ upbeat jazz music continuing] 258 00:11:54,080 --> 00:11:55,540 [clanking] 259 00:11:56,620 --> 00:11:57,620 Freeze, doc. 260 00:12:00,250 --> 00:12:01,540 [whirring] 261 00:12:02,750 --> 00:12:04,160 -[electricity crackling] -[groans] 262 00:12:04,250 --> 00:12:07,370 I hope those seven seconds of valor were worth it. 263 00:12:07,450 --> 00:12:09,330 -[♪ music ends] -[whirring] 264 00:12:10,830 --> 00:12:12,790 -[sirens blaring] -[officer] Freeze! Don't move. 265 00:12:13,410 --> 00:12:14,950 Give it up, Octavius. 266 00:12:15,040 --> 00:12:17,120 [chuckles] My apologies, but I'm in a rush. 267 00:12:17,200 --> 00:12:20,000 I don't have any change to spare for the VFW. 268 00:12:20,500 --> 00:12:22,580 [whooshing] 269 00:12:22,660 --> 00:12:24,200 -[clanks] -[grunts] 270 00:12:24,290 --> 00:12:27,250 [♪ heroic rock music playing, "The Avengers Theme"] 271 00:12:27,330 --> 00:12:31,000 [whirring] 272 00:12:32,750 --> 00:12:35,410 You're busted, Bowl Cut. Iron Man to the rescue. 273 00:12:35,500 --> 00:12:39,540 [groans] Someone called in the cavalry. 274 00:12:41,370 --> 00:12:43,120 -Ross. -Stark. 275 00:12:43,620 --> 00:12:45,870 [♪ music ends] 276 00:12:47,040 --> 00:12:48,580 [breathes deeply] 277 00:12:48,660 --> 00:12:49,790 Nico. 278 00:12:50,790 --> 00:12:53,580 Nico, wait. [echoing] Wait. 279 00:12:54,750 --> 00:12:57,410 [♪ eerie music playing] 280 00:12:58,620 --> 00:12:59,830 [panting] 281 00:13:01,660 --> 00:13:03,870 [Norman] That's the level I need Spider-Man at. 282 00:13:04,370 --> 00:13:06,040 That's the level I need you at. 283 00:13:07,910 --> 00:13:09,910 [♪ eerie music continuing] 284 00:13:10,370 --> 00:13:12,250 [screaming] 285 00:13:12,330 --> 00:13:13,540 [screams] 286 00:13:14,040 --> 00:13:15,120 [choking] 287 00:13:15,200 --> 00:13:16,250 [gasping] 288 00:13:18,080 --> 00:13:19,200 [Pearl screams] 289 00:13:19,290 --> 00:13:20,660 [Peter grunting] 290 00:13:25,370 --> 00:13:26,370 [screams] 291 00:13:26,450 --> 00:13:29,370 [gasping] 292 00:13:30,500 --> 00:13:32,450 [sighing] 293 00:13:33,290 --> 00:13:35,540 [groaning] 294 00:13:39,750 --> 00:13:41,620 [helicopter whirring in distance] 295 00:13:43,040 --> 00:13:44,250 [sighs] 296 00:13:47,040 --> 00:13:49,370 [♪ emotional music playing] 297 00:13:59,910 --> 00:14:03,700 [call ringing] 298 00:14:04,330 --> 00:14:05,450 [sighs] 299 00:14:05,540 --> 00:14:07,750 [recording] Yo, it's Nico. Leave a message or whatever. 300 00:14:08,370 --> 00:14:13,000 Nico, it's, uh, Peter... Parker. 301 00:14:13,080 --> 00:14:16,200 I wish I could say something better than just "Sorry," 302 00:14:16,290 --> 00:14:21,790 but I'm trying to come up with more now, and all I'm doing is sort of rambling... 303 00:14:21,870 --> 00:14:24,000 on a voice mail message, and I-- 304 00:14:24,080 --> 00:14:26,120 You know, I don't know if you check your voicemail. 305 00:14:26,200 --> 00:14:28,200 I don't [chuckles nervously] check mine, really. 306 00:14:28,290 --> 00:14:29,870 [sighs] Okay. 307 00:14:31,000 --> 00:14:32,790 I know I hid this from you. 308 00:14:32,870 --> 00:14:36,700 The other me, but it happened so fast, 309 00:14:36,790 --> 00:14:41,750 right when we first met, and... and I didn't know how to ever say it, 310 00:14:41,830 --> 00:14:43,290 and I thought I wouldn't have to. 311 00:14:44,160 --> 00:14:48,910 But I should have so, I could've explained then what I'm doing. 312 00:14:49,500 --> 00:14:50,700 Why I'm doing it. 313 00:14:51,870 --> 00:14:54,540 [sighs] I'm just tryna do the right thing. 314 00:14:54,620 --> 00:14:56,040 -[phone vibrates] -[gasps] 315 00:14:56,910 --> 00:14:58,910 -Pearl? -[Pearl] Yeah. Hey, where are you? 316 00:14:59,000 --> 00:15:01,370 We need to finish our assignment for Mr. Taylor's class. 317 00:15:01,450 --> 00:15:03,790 -We do? Oh, right! Right. -[♪ upbeat music playing] 318 00:15:03,870 --> 00:15:06,950 [Pearl] Emma's running late, but she should be on the way to my house. 319 00:15:07,040 --> 00:15:08,950 I thought you would be here by now. 320 00:15:09,040 --> 00:15:10,540 Sorry. I'm... I'm coming. Don't worry. 321 00:15:11,620 --> 00:15:13,500 -May, I'm going out. -[door opens] 322 00:15:13,580 --> 00:15:15,700 Okay, I love you. Be careful! 323 00:15:16,000 --> 00:15:17,120 [sighs] 324 00:15:18,160 --> 00:15:20,330 [♪ upbeat music continuing] 325 00:15:22,370 --> 00:15:24,830 -[panting] -[doorbell rings] 326 00:15:25,790 --> 00:15:26,870 [Peter sighs] 327 00:15:27,250 --> 00:15:30,660 -Hey, Pearl. Sorry, I'm-- -Late, yeah. It's all good. 328 00:15:30,750 --> 00:15:33,910 Emma texted that her dog's grandma died and bailed on us. 329 00:15:34,000 --> 00:15:36,540 So, honestly, you get points just for showing up. 330 00:15:36,620 --> 00:15:41,540 Well, condolences to Emma's dog's family. 331 00:15:41,620 --> 00:15:42,700 [chuckles] 332 00:15:42,790 --> 00:15:43,790 [door closes] 333 00:15:44,750 --> 00:15:47,250 You okay? Kinda looks like you had a rough weekend. 334 00:15:47,330 --> 00:15:49,580 -Yeah. -You are not alone. [sighs] 335 00:15:51,620 --> 00:15:55,000 But nothing like homework to get your mind off your problems, right? 336 00:15:55,080 --> 00:15:56,250 Totally. [chuckles] 337 00:15:56,750 --> 00:15:59,540 Uh, what are we supposed to be doing again? 338 00:15:59,620 --> 00:16:01,950 I must not have been paying attention last class. 339 00:16:02,040 --> 00:16:05,660 We need to sketch out molecular diagrams for different elements and compounds. 340 00:16:05,750 --> 00:16:08,370 -[♪ chill music playing] -I guess we can start with Argon. 341 00:16:08,450 --> 00:16:12,700 Oh, Argon's easy. 22 neutrons, two-eight-eight shell structure. 342 00:16:12,790 --> 00:16:17,330 [chuckles] Wow. Didn't realize you were such an Argon fan. 343 00:16:17,410 --> 00:16:20,790 -I don't even know anything it's used for. -Welding, actually. 344 00:16:20,870 --> 00:16:22,620 [chuckles] You do a lot of welding? 345 00:16:22,700 --> 00:16:26,620 [chuckles] No. Just, uh, when I made my... bracelets. 346 00:16:28,750 --> 00:16:31,410 [chuckles] I think you need to grow your hair out 347 00:16:31,500 --> 00:16:33,700 if you wanna be a Brooklyn bracelet guy, Petey. 348 00:16:33,790 --> 00:16:35,120 [both chuckle] 349 00:16:35,200 --> 00:16:38,500 You'd look good with long hair. Kind of a surfer, beachy vibe. 350 00:16:38,950 --> 00:16:40,160 -I love the beach. -Same! 351 00:16:40,250 --> 00:16:43,370 One summer, I made Ben take me to Coney Island, like, six times. 352 00:16:43,450 --> 00:16:45,000 He got really sunburned. [chuckles] 353 00:16:45,080 --> 00:16:47,290 You should see the beaches we have in the Philippines. 354 00:16:47,370 --> 00:16:51,830 My family goes back sometimes, and it's always like a whole other world. 355 00:16:51,910 --> 00:16:54,410 -[doorbell rings] -Oh, uh... 356 00:16:54,500 --> 00:16:58,620 Weird. You think Emma grew a conscience and decided to come help after all? 357 00:16:58,700 --> 00:17:01,000 -[horns honking] -[gasps] 358 00:17:01,790 --> 00:17:04,700 You... You weren't answerin' your phone. I just came by to see how you were doin'. 359 00:17:05,750 --> 00:17:09,790 Well, Lonnie, been better. Listen, now is not a great time. 360 00:17:09,870 --> 00:17:11,290 Somethin' up? 361 00:17:11,370 --> 00:17:14,700 It's just, Peter and I were in the middle of working on a science project. 362 00:17:14,790 --> 00:17:16,370 You know, for the class you dropped. 363 00:17:17,000 --> 00:17:19,410 Oh. That's cool. I... I can come back later. 364 00:17:19,500 --> 00:17:22,120 -[gasps] Um... -[♪ emotional music playing] 365 00:17:22,200 --> 00:17:23,450 Sorry, I'll just be a sec. 366 00:17:24,080 --> 00:17:25,080 [door closes] 367 00:17:25,660 --> 00:17:28,620 What happened on Friday with that guy, Gargan... 368 00:17:28,700 --> 00:17:31,910 -[sighs] I wish you hadn't been there. -Did you know he was gonna show up? 369 00:17:32,410 --> 00:17:35,290 -He wanted to kill all of you. -No doubt. 370 00:17:35,870 --> 00:17:38,750 Everyone in that gang is probably running for it now. 371 00:17:38,830 --> 00:17:40,660 You can finally get out too, Lon. 372 00:17:42,250 --> 00:17:44,410 [sighs] I don't think so. 373 00:17:45,200 --> 00:17:48,290 They won't come after you. They've obviously got bigger problems. 374 00:17:48,410 --> 00:17:51,620 I'm not worried about that. I can't abandon the One Tenth. 375 00:17:51,700 --> 00:17:53,370 They're gonna try to take down Gargan. 376 00:17:53,450 --> 00:17:54,620 -They need me. -[gasps] 377 00:17:54,700 --> 00:17:57,450 You're kidding. You don't owe them, Lonnie. 378 00:17:57,540 --> 00:18:00,500 Yeah, I do. They had my back when the Scorpions really rattled me. 379 00:18:00,580 --> 00:18:03,290 And they put their bodies on the line to help protect us Friday night. 380 00:18:04,290 --> 00:18:07,080 [scoffs] I'd be thanking Spider-Man more than them. 381 00:18:07,160 --> 00:18:09,660 Look, I'm bein' straight up with you right now. 382 00:18:09,750 --> 00:18:11,200 I need to see this through with them. 383 00:18:13,290 --> 00:18:14,660 Then there's nothing more to say. 384 00:18:16,040 --> 00:18:19,330 If you go back, I want nothing to do with you. 385 00:18:21,000 --> 00:18:22,200 I understand. 386 00:18:23,700 --> 00:18:25,250 Guess this is goodbye then. 387 00:18:25,330 --> 00:18:28,000 [♪ emotional music continuing] 388 00:18:28,080 --> 00:18:30,080 [sobbing] 389 00:18:40,330 --> 00:18:42,620 [sniffling] 390 00:18:46,660 --> 00:18:48,250 Sorry about that. [sniffles] 391 00:18:52,290 --> 00:18:53,290 Petey? 392 00:18:53,910 --> 00:18:56,120 -[wind whooshing] -[♪ suspenseful music playing] 393 00:18:57,120 --> 00:18:58,620 Wait, Lonnie, listen to me. 394 00:18:58,700 --> 00:19:00,750 Parker! What the-- How... How did you-- 395 00:19:00,830 --> 00:19:02,950 You can't go back to that group. Please. 396 00:19:03,080 --> 00:19:04,540 Dude, I appreciate the concern, 397 00:19:04,620 --> 00:19:06,330 but you don't know what you're talkin' about. 398 00:19:06,410 --> 00:19:08,450 I know more than you think, 399 00:19:08,540 --> 00:19:11,040 and you're putting yourself in serious danger. 400 00:19:11,120 --> 00:19:13,410 Lonnie, I am begging you. 401 00:19:13,500 --> 00:19:15,620 I really think you're making a mistake. 402 00:19:15,700 --> 00:19:19,450 Then it's my mistake to make. I know you might not understand this, 403 00:19:19,540 --> 00:19:21,450 but I've had to make a lotta mistakes lately, 404 00:19:21,910 --> 00:19:23,330 for my family's well-being. 405 00:19:23,450 --> 00:19:25,580 So, I don't have the luxury of sitting around with Pearl 406 00:19:25,660 --> 00:19:27,660 and focusing on science homework like you. 407 00:19:27,750 --> 00:19:31,750 Look, I get what you're tryna do, but I gotta do this. 408 00:19:32,750 --> 00:19:34,200 So, please don't get in my way. 409 00:19:36,870 --> 00:19:39,830 [breathes deeply] 410 00:19:41,370 --> 00:19:43,830 [♪ soft emotional music playing] 411 00:19:43,910 --> 00:19:45,950 [sirens, horns blaring in distance] 412 00:19:56,450 --> 00:19:58,250 Hey, May, I'm back. 413 00:20:00,500 --> 00:20:02,750 -[door closes] -May, you home? 414 00:20:09,620 --> 00:20:10,950 [sighs] 415 00:20:13,700 --> 00:20:19,790 [May] You just deserve someone like him to talk to, someone you trust, 416 00:20:19,870 --> 00:20:21,160 like you trust me. 417 00:20:28,330 --> 00:20:29,540 [breathes deeply] 418 00:20:30,250 --> 00:20:34,290 -Um... Mr. Osborn? -Peter... Hello. 419 00:20:34,370 --> 00:20:36,080 -Good to see you're doing better. -Yeah, man. 420 00:20:36,160 --> 00:20:39,120 So glad you're okay. You have no idea how worried we were. 421 00:20:39,200 --> 00:20:43,290 [chuckles] Thank you. Yeah, no, I'm... [sighs] I'm fine. 422 00:20:44,700 --> 00:20:49,250 -Harry, give us a moment. -What? But-- No, Dad. 423 00:20:49,330 --> 00:20:52,040 -I won't ask again. -I'm a part of this team, too. 424 00:20:52,120 --> 00:20:54,160 Unless Peter asks me to leave, I'm staying. 425 00:20:54,250 --> 00:20:57,120 Oh. [chuckles] Is that right? 426 00:20:59,750 --> 00:21:00,910 [grumbles] 427 00:21:01,000 --> 00:21:04,040 Sorry. He needs to get better at reading the room. 428 00:21:04,120 --> 00:21:06,080 There's something on your mind, isn't there? 429 00:21:06,160 --> 00:21:09,040 I'm not sure I should even be talking to you about this, Mr. Osborn, 430 00:21:09,120 --> 00:21:12,040 -based on our earlier conversation... -[♪ tense music playing] 431 00:21:12,120 --> 00:21:15,200 but... [sighs] Spider-Man is supposed to help people. 432 00:21:15,290 --> 00:21:18,000 I mean, he's supposed to keep bad things from happening. 433 00:21:18,580 --> 00:21:20,250 But Spider-Man got beat, 434 00:21:20,330 --> 00:21:23,410 and earlier, I found out one of my friends is about to go after the Scorpion. 435 00:21:23,500 --> 00:21:25,950 I... I tried to talk him out of it, but I can't even do that. 436 00:21:26,580 --> 00:21:28,700 I'm tryin' to be better like you told me to, sir, 437 00:21:29,330 --> 00:21:31,750 but I don't know how. How do I get better? 438 00:21:32,250 --> 00:21:37,000 Peter... If you have to ask, then you're missing the point. 439 00:21:38,120 --> 00:21:41,080 The other night, the Scorpion almost killed you. 440 00:21:41,160 --> 00:21:42,330 Do you know why? 441 00:21:42,910 --> 00:21:45,910 Because you held back, and he didn't. 442 00:21:46,000 --> 00:21:48,790 You may pull your punches, but your opponents don't. 443 00:21:48,870 --> 00:21:51,040 You shouldn't fear your own strength, Peter. 444 00:21:51,160 --> 00:21:54,040 You don't run from power. You embrace it. 445 00:21:54,750 --> 00:21:56,000 [Norman] Take it from me. 446 00:21:57,250 --> 00:22:01,120 With great power comes great respect. 447 00:22:01,200 --> 00:22:03,370 [♪ tense music swells] 448 00:22:03,450 --> 00:22:06,370 [Norman] And if you don't have respect, you have nothing. 449 00:22:07,160 --> 00:22:11,370 You need to give the world a reason to respect you. 450 00:22:12,700 --> 00:22:14,040 [knock on door] 451 00:22:14,120 --> 00:22:17,040 -The car is ready for you downstairs, sir. -Great. Be right there. 452 00:22:17,910 --> 00:22:20,500 I have a small errand to run, but it shouldn't take too long. 453 00:22:20,580 --> 00:22:24,660 You're welcome to wait here until I get back. With Harry. 454 00:22:24,750 --> 00:22:26,000 Come on back in, son. 455 00:22:28,500 --> 00:22:31,410 So... [stammers] What was that about? 456 00:22:33,870 --> 00:22:35,870 [♪ tough hip-hop music playing] 457 00:22:36,870 --> 00:22:38,750 [dog barking] 458 00:22:39,620 --> 00:22:43,830 Oh, man, why the hell did you call us here, Don? 459 00:22:43,910 --> 00:22:48,950 I told you. I got a lead on where Gargan got his little "upgrade." 460 00:22:49,040 --> 00:22:52,500 Oh, yeah? Well, it seems like you got played, 461 00:22:52,580 --> 00:22:54,410 and now we all standin' around here 462 00:22:54,500 --> 00:22:57,370 like an all-you-can-stab buffet for the Scorpion. 463 00:22:57,450 --> 00:22:59,700 -You don't talk to Don like that. -[thug 1] Dozer, come on, man! 464 00:22:59,790 --> 00:23:01,620 -Back up off me, Dozer. -[thug 2] Dude, chill! 465 00:23:01,700 --> 00:23:03,080 -[both grunting] -We're family, Dozer! 466 00:23:03,160 --> 00:23:05,910 -Hey, hold up. Doze, come on. -[both grunting] 467 00:23:06,200 --> 00:23:10,250 I know y'all ain't stupid enough to be doin' Gargan's job for him. 468 00:23:10,330 --> 00:23:11,410 Cut it out. 469 00:23:11,500 --> 00:23:13,290 [man in Russian accent] It's a pity that this 470 00:23:13,370 --> 00:23:14,870 is who I'm reduced to dealing with. 471 00:23:14,950 --> 00:23:18,660 -[♪ mysterious music playing] -Such inelegant gangsters. 472 00:23:19,750 --> 00:23:23,250 Oh, you're here. And why you look like a damn mummy? 473 00:23:23,330 --> 00:23:29,080 Secrecy is for the best. My face has had a recent string of bad publicity. 474 00:23:29,160 --> 00:23:32,250 Hey, get a new one then. This is what we scraped together. 475 00:23:32,330 --> 00:23:35,620 -[♪ tense music playing] --Now... tell us what you know. 476 00:23:36,200 --> 00:23:43,120 Right. The man you are interested in, Mac Gargan, he has become almost like, uh, 477 00:23:43,200 --> 00:23:45,040 Iron Man with a tail. 478 00:23:45,120 --> 00:23:48,660 -He's a scorpion. -Okay. I don't really care. 479 00:23:48,750 --> 00:23:52,750 The point is, it was likely done by a doctor named Octavius. 480 00:23:52,830 --> 00:23:55,290 What kinda doctor turns people into... that? 481 00:23:55,370 --> 00:23:59,370 Not sure. I never met the man myself, but my accomplice did. 482 00:23:59,450 --> 00:24:03,040 And she came out of the experience a very different woman. 483 00:24:03,120 --> 00:24:06,080 How do we know you're not makin' all this up? 484 00:24:06,160 --> 00:24:10,450 [chuckles] You don't. But you're paying me with practically pennies here, 485 00:24:10,540 --> 00:24:12,330 so you should take whatever you get. 486 00:24:12,410 --> 00:24:17,120 This is where my crew was set to meet with Octavius, his so-called lab. 487 00:24:17,200 --> 00:24:19,000 [Big Donovan] Yo, Tombstone, bring that over here. 488 00:24:19,080 --> 00:24:21,700 You want gear? That's where to get it. 489 00:24:21,790 --> 00:24:22,790 But move quickly. 490 00:24:22,870 --> 00:24:26,700 You've seen the good doctor's inventions are not exactly subtle. 491 00:24:26,790 --> 00:24:29,160 Now you know everything I do. 492 00:24:29,250 --> 00:24:33,040 Farewell, Donovan, Tombstone, and... 493 00:24:33,120 --> 00:24:34,700 and the rest. 494 00:24:34,790 --> 00:24:35,870 Hmm? 495 00:24:38,080 --> 00:24:41,330 Finally, people... We're gonna even the playing field. 496 00:24:42,660 --> 00:24:44,660 [thugs hesitating] 497 00:24:48,250 --> 00:24:50,540 You heard Don. Gargan's days are numbered! 498 00:24:51,040 --> 00:24:54,330 -Yeah! One Tenth! One Tenth! One Tenth! -[thugs cheering] 499 00:24:55,200 --> 00:24:57,870 [chuckling] 500 00:24:59,450 --> 00:25:01,450 -[thug] Yeah, come on! -[Big Donovan] Yeah. [chuckles] 501 00:25:02,500 --> 00:25:05,910 Swish. So, yeah, I dropped Nico off after that, 502 00:25:06,000 --> 00:25:08,040 and [chuckles] things seemed cool between us. 503 00:25:08,120 --> 00:25:09,790 You might still have some work to do though. 504 00:25:09,870 --> 00:25:10,870 Yeah. Mm-hmm. 505 00:25:11,370 --> 00:25:15,370 Uh... Are you listening? You seem really antsy. 506 00:25:15,450 --> 00:25:19,040 Of course, I'm antsy! Your dad... basically said that he and I might have 507 00:25:19,120 --> 00:25:20,910 -to stop workin' together. -Wait. What? 508 00:25:21,000 --> 00:25:22,620 Is he gonna bill me for the money he spent 509 00:25:22,700 --> 00:25:24,830 on Spider-Man's stuff? Because I do not have 510 00:25:24,910 --> 00:25:28,080 -a zillion dollars lying around, dude. -My dad wouldn't do you that dirty. 511 00:25:28,160 --> 00:25:31,370 He's probably just playing hard ball. What did he say? 512 00:25:31,450 --> 00:25:35,160 That I need to step up. I need to get better. 513 00:25:35,250 --> 00:25:41,250 I have great power, so I should use it so people will respect me. 514 00:25:41,330 --> 00:25:43,000 I mean, he has a point. 515 00:25:44,120 --> 00:25:47,200 Okay, you're not helping. Go back to shooting imaginary hoops. 516 00:25:47,290 --> 00:25:50,330 -No, like, my dad has a lot of power... -[♪ pensive music playing] 517 00:25:50,910 --> 00:25:53,000 ...and he has a lot of respect, 518 00:25:53,660 --> 00:25:56,540 but he is not Spider-Man. You are. 519 00:25:57,620 --> 00:26:01,870 So, what Spider-Man needs to do should be up to you. 520 00:26:02,450 --> 00:26:04,040 [alarm beeping] 521 00:26:04,620 --> 00:26:05,870 [dispatch on speakers] All units. 522 00:26:05,950 --> 00:26:08,410 An emergency situation reported in Midtown. 523 00:26:08,500 --> 00:26:11,660 Truck hijacking in progress. All units respond. 524 00:26:12,330 --> 00:26:14,250 I mean, that's what Spider-Man needs to do. 525 00:26:14,330 --> 00:26:16,830 -He needs to get back out there. [sighs] -[dispatch] Family dispute. 526 00:26:16,910 --> 00:26:19,290 -72 west, 21st street. -But I still don't have a suit. 527 00:26:19,370 --> 00:26:20,450 Yeah, you do. 528 00:26:20,540 --> 00:26:22,250 [♪ upbeat heroic music playing] 529 00:26:22,330 --> 00:26:24,790 [whirring] 530 00:26:25,370 --> 00:26:28,250 You said you wanted to add some color, so I started chatting 531 00:26:28,330 --> 00:26:31,450 with some of Oscorp's engineers to see what they could do. 532 00:26:31,540 --> 00:26:34,660 I also shared a couple pics of those doodles you keep in your notebook. 533 00:26:35,790 --> 00:26:37,750 I-- Harry... 534 00:26:37,830 --> 00:26:39,120 I know, right? 535 00:26:39,620 --> 00:26:41,830 [dispatch] Repeat, truck hijacking in progress. 536 00:26:41,910 --> 00:26:43,950 All units converge on Midtown. 537 00:26:46,620 --> 00:26:47,620 Go get 'em, tiger. 538 00:26:50,410 --> 00:26:51,830 [♪ heroic music swells] 539 00:26:56,620 --> 00:26:58,620 [♪ closing theme music playing]