1
00:00:00,200 --> 00:00:03,250
[Gwen and Miles]
Purge! Purge! Purge! Purge!
[alarm beeping]

2
00:00:03,250 --> 00:00:07,090
No. Not the security nodes.

3
00:00:07,090 --> 00:00:08,880
What? Where am I now?

4
00:00:10,670 --> 00:00:13,050
Oh, right,
back in my own room.

5
00:00:13,050 --> 00:00:16,800
And in my own body. At last.

6
00:00:21,640 --> 00:00:24,100
So not only did Doc Ock
swap minds with me

7
00:00:24,100 --> 00:00:26,860
to try and be the
Superior Spider‐Man,

8
00:00:26,860 --> 00:00:29,070
he also cleaned my room?

9
00:00:29,070 --> 00:00:30,530
Productive.

10
00:00:30,530 --> 00:00:31,900
♪♪ [humming]

11
00:00:31,900 --> 00:00:34,030
Ha‐ha.

12
00:00:34,030 --> 00:00:37,240
Aunt May, boy, did I miss you.

13
00:00:37,240 --> 00:00:40,160
Sweetie,
I just saw you yesterday.

14
00:00:40,160 --> 00:00:42,750
Right. Y‐Yeah, of course.

15
00:00:42,750 --> 00:00:44,830
It just feels
like it's been forever

16
00:00:44,830 --> 00:00:49,090
since I devoured
some of your delicious...
wheatcakes?

17
00:00:49,090 --> 00:00:50,920
What's this?

18
00:00:50,920 --> 00:00:53,170
You encouraged us
to eat healthier, Pete,

19
00:00:53,170 --> 00:00:55,340
so this is healthier.

20
00:00:55,340 --> 00:00:59,050
Uh, right.
That was just a phase.

21
00:00:59,050 --> 00:01:01,430
I'm way over that now.

22
00:01:01,430 --> 00:01:03,770
Well, we promised each other
we'd eat better,

23
00:01:03,770 --> 00:01:07,850
so maybe I can add some
granola to my wheatcakes.

24
00:01:07,850 --> 00:01:13,110
Wheats and granola‐‐
sounds, uh, regular.

25
00:01:13,110 --> 00:01:15,240
I gotta run to the bank.
See you in a bit, Peter.

26
00:01:15,240 --> 00:01:17,070
Mm‐hm.

27
00:01:17,070 --> 00:01:19,830
<i>I'm secure enough</i>
<i>to admit I was wrong.</i>

28
00:01:19,830 --> 00:01:21,410
<i>This newly aggressive hero</i>

29
00:01:21,410 --> 00:01:23,370
<i>is exactly what New York</i>
<i>needs‐‐</i>

30
00:01:23,370 --> 00:01:25,210
<i>efficient and effective.</i>

31
00:01:25,210 --> 00:01:26,420
<i>Crime rates are down,</i>

32
00:01:26,420 --> 00:01:28,080
<i>and J. Jonah Jameson</i>

33
00:01:28,080 --> 00:01:30,250
<i>now fully supports Spider‐Man.</i>

34
00:01:30,250 --> 00:01:32,340
[groans]

35
00:01:32,340 --> 00:01:36,430
Ock really did keep himself
busy when he was me.

36
00:01:36,430 --> 00:01:40,390
Healthy diet, teaming up
with the Avengers,
and winning over J. J.?

37
00:01:40,390 --> 00:01:44,180
That's something
I could never do.
[phone beeps]

38
00:01:44,180 --> 00:01:47,100
Reports of supervillains
fighting in the street?

39
00:01:47,100 --> 00:01:51,270
Okay, now,
this is something I can do.

40
00:01:51,270 --> 00:01:54,150
The news report said the fight
was somewhere over‐‐

41
00:01:54,150 --> 00:01:56,320
Yep, think I found it.

42
00:01:59,490 --> 00:02:01,620
[Mr. Negative]
Nice work in there,
Inner Demons.

43
00:02:01,620 --> 00:02:04,700
That should keep Molten Man out
of commission for a while.

44
00:02:04,700 --> 00:02:07,790
And this new sword works
exactly as I planned, boys‐‐

45
00:02:07,790 --> 00:02:09,330
focusing my Nega‐Blasts.

46
00:02:09,330 --> 00:02:11,880
Mr. Negative,

47
00:02:11,880 --> 00:02:15,130
I was positive I'd run
into you some day.

48
00:02:15,130 --> 00:02:18,720
I just made that one up.
Science jokes are hilarious,
don't you think?

49
00:02:18,720 --> 00:02:22,890
Spider‐Man? You have
no idea what you have
gotten yourself into.

50
00:02:22,890 --> 00:02:24,810
You will never defeat
my Inner Demons.

51
00:02:24,810 --> 00:02:26,560
Give me a chance, Mr. Negative.

52
00:02:26,560 --> 00:02:29,020
I'm very good with
supervillain emotional issues.

53
00:02:29,020 --> 00:02:30,810
Or were you talking
about your street gang?

54
00:02:30,810 --> 00:02:32,520
[Mr. Negative]
Is part of your plan
to wear me down‐‐

55
00:02:32,520 --> 00:02:34,570
Yes!
...with your irritating humor?

56
00:02:34,570 --> 00:02:37,650
Ooh, sick burn.

57
00:02:37,650 --> 00:02:39,150
Huh?

58
00:02:39,150 --> 00:02:40,990
This must be Molten Man.

59
00:02:40,990 --> 00:02:43,030
I bet his burn is even worse.

60
00:02:57,550 --> 00:03:01,010
Are you guys fighting
over which one of you
has the weirdest powers?

61
00:03:01,010 --> 00:03:04,300
Because I can go
ahead and tell you
it's pretty much a tie.

62
00:03:04,300 --> 00:03:06,310
This isn't your problem, bug.

63
00:03:06,310 --> 00:03:07,890
Molten Man's on my turf.

64
00:03:07,890 --> 00:03:10,190
Your turf?

65
00:03:12,440 --> 00:03:15,940
People still say "turf"?
I must not spend enough time
with gangsters.

66
00:03:15,940 --> 00:03:19,700
This entire neighborhood belongs
to Mr. Negative.

67
00:03:19,700 --> 00:03:22,490
Come on. New York isn't yours
or yours.

68
00:03:22,490 --> 00:03:25,330
This turf belongs
to all of us.

69
00:03:28,790 --> 00:03:31,120
You know, it just sounds weird
when I say it.

70
00:03:31,120 --> 00:03:33,670
"Turf." Eh, I can't pull it off
like you guys can.

71
00:03:33,670 --> 00:03:35,920
Get out of here, you clown.

72
00:03:35,920 --> 00:03:38,460
I told you,
you are no match for us.

73
00:03:40,130 --> 00:03:42,220
Oh, so you guys'll work together
just to fight me.

74
00:03:42,220 --> 00:03:45,350
I feel like I'm helping
a new friendship blossom.

75
00:03:45,350 --> 00:03:46,850
It's kind of beautiful, really.

76
00:03:47,850 --> 00:03:49,430
[groans]

77
00:03:51,390 --> 00:03:53,020
[grunting]

78
00:04:03,660 --> 00:04:07,410
Whoo‐hoo! Oh, yeah,
who's still got it?

79
00:04:07,410 --> 00:04:10,330
Me. The answer is me,
Spider‐Man.

80
00:04:10,330 --> 00:04:11,410
Uh, sorta.

81
00:04:12,540 --> 00:04:15,380
K.O...

82
00:04:16,380 --> 00:04:18,000
[groans]

83
00:04:19,880 --> 00:04:22,010
Hm.

84
00:04:22,010 --> 00:04:25,260
I take it Mr. Feelgood
and Melty Man here

85
00:04:25,260 --> 00:04:27,430
are headed off to
your fancy‐pants holding cell?

86
00:04:27,430 --> 00:04:30,310
No, given their criminal history
and power‐sets,

87
00:04:30,310 --> 00:04:31,600
they'll be sent immediately

88
00:04:31,600 --> 00:04:33,480
to the highest security
at The Cellar.

89
00:04:33,480 --> 00:04:35,400
And before you make
a basement joke,

90
00:04:35,400 --> 00:04:37,150
I know you know
what I'm talking about.

91
00:04:37,150 --> 00:04:40,280
Sure. The Cellar's
that specialized prison

92
00:04:40,280 --> 00:04:43,110
designed to handle criminals
with the most dangerous powers.

93
00:04:43,110 --> 00:04:46,490
And also, I would never make
a basement joke.

94
00:04:46,490 --> 00:04:47,870
That would be beneath me.

95
00:04:47,870 --> 00:04:50,240
[snickering]

96
00:04:53,290 --> 00:04:56,830
Horizon High.
So glad to be back.

97
00:04:56,830 --> 00:05:00,090
I hope you're as excited
to see me as I am to see you.

98
00:05:01,880 --> 00:05:03,880
Hello. Hi there.

99
00:05:03,880 --> 00:05:05,930
No one says hi back anymore?
Okay.

100
00:05:05,930 --> 00:05:07,930
[scoffs]
Wow, what is this?

101
00:05:07,930 --> 00:05:10,220
Unfriendly day?

102
00:05:10,220 --> 00:05:14,430
Gwen, Anya, you have no idea
how great it is
to see you again.

103
00:05:14,430 --> 00:05:17,810
Well, I mean, I'm sure
I just saw you recently

104
00:05:17,810 --> 00:05:20,440
probably 'cause we're still
good friends and classmates,
too,

105
00:05:20,440 --> 00:05:22,940
and am I still talking?
Good morning.

106
00:05:26,400 --> 00:05:29,370
Uh, I said good‐‐ bye.

107
00:05:29,370 --> 00:05:31,330
Hm.

108
00:05:31,330 --> 00:05:34,000
Pete, why are you here?

109
00:05:34,000 --> 00:05:36,500
Why wouldn't I be?

110
00:05:36,500 --> 00:05:38,120
So let me guess, Miles‐‐

111
00:05:38,120 --> 00:05:40,380
Ock somehow managed to make
Gwen and Anya mad at me?

112
00:05:40,380 --> 00:05:42,300
Gwen, Anya,

113
00:05:42,300 --> 00:05:47,470
and every other person he‐‐
you‐‐ came in contact with.

114
00:05:47,470 --> 00:05:48,640
But there's more.

115
00:05:48,640 --> 00:05:52,060
What, he ruined
my grade point average?

116
00:05:52,060 --> 00:05:54,060
Improved it, actually.

117
00:05:54,060 --> 00:05:57,600
But you don't go
to Horizon anymore.

118
00:05:57,600 --> 00:05:59,440
What?

119
00:05:59,440 --> 00:06:02,070
You quit. I mean, Ock quit.

120
00:06:02,070 --> 00:06:06,070
Who was you. You follow?
And it wasn't pretty.

121
00:06:06,070 --> 00:06:09,530
So you should probably
get off campus
before Max runs into you.

122
00:06:09,530 --> 00:06:12,910
You‐‐ Ock you‐‐
pretty much told him off
before walking out.

123
00:06:12,910 --> 00:06:14,790
You're back at Midtown High now.

124
00:06:14,790 --> 00:06:16,870
[groans]
I should've known

125
00:06:16,870 --> 00:06:20,170
it'd be more than just
a clean room and no wheatcakes.

126
00:06:25,340 --> 00:06:29,050
Wait. Midtown High's
closed for repairs?

127
00:06:29,050 --> 00:06:32,140
Right. The fight with Venom
really damaged Midtown.

128
00:06:32,140 --> 00:06:36,180
Is there any part of my life
Ock didn't put
into complete disarray?

129
00:06:37,480 --> 00:06:40,560
Hey.
Not sure if you can hear me,

130
00:06:40,560 --> 00:06:42,940
but I wanted to see
how you were.

131
00:06:45,150 --> 00:06:49,950
That's not entirely true.
I guess I wanted you
to see how I was.

132
00:06:49,950 --> 00:06:52,620
I know you did the right thing
in the end, Otto.

133
00:06:52,620 --> 00:06:56,120
You were willing to sacrifice
everything to switch
our bodies back.

134
00:06:56,120 --> 00:06:58,370
You did the heroic thing,

135
00:06:58,370 --> 00:07:02,000
but you were also the villain
who caused all of this in
the first place.

136
00:07:02,000 --> 00:07:03,750
You know you made
a real mess of my life.

137
00:07:03,750 --> 00:07:06,550
I don't think you ever thought
about your effect on me.

138
00:07:06,550 --> 00:07:10,470
He affected my world too.

139
00:07:10,470 --> 00:07:13,430
He saved my life.
Saved my school.

140
00:07:13,430 --> 00:07:15,850
Nothing positive came out
of what he did to me.

141
00:07:15,850 --> 00:07:18,480
That's not true.

142
00:07:18,480 --> 00:07:21,690
I've researched Doc Ock's
criminal history and I belie‐‐

143
00:07:21,690 --> 00:07:25,440
hope‐‐ that after what he went
through trying to be you,

144
00:07:25,440 --> 00:07:27,940
he'll never return
to crime again.

145
00:07:27,940 --> 00:07:31,700
I would put that
in the plus column.

146
00:07:31,700 --> 00:07:35,740
[sighs]
I learned a lot about him
through all this.

147
00:07:35,740 --> 00:07:38,290
Our childhoods were actually
very much alike.

148
00:07:38,290 --> 00:07:40,500
Then what went wrong?

149
00:07:40,500 --> 00:07:44,670
A lot of things,
but mostly Otto was isolated.

150
00:07:44,670 --> 00:07:46,130
He had no one.

151
00:07:46,130 --> 00:07:49,920
Well, he's not alone anymore.

152
00:07:49,920 --> 00:07:53,930
[laughs]
And I feel like I am now.

153
00:07:53,930 --> 00:07:57,140
I can't even imagine
what you're going through,

154
00:07:57,140 --> 00:07:59,890
but I'm sure you're not
as alone as you think.

155
00:07:59,890 --> 00:08:02,270
As Spider‐Man, you've got
to associate with people

156
00:08:02,270 --> 00:08:04,690
who have seen some
really strange stuff.

157
00:08:04,690 --> 00:08:07,150
There isn't some friend
you can talk to,

158
00:08:07,150 --> 00:08:11,240
who might be able to relate?

159
00:08:11,240 --> 00:08:13,490
Ms. Marvel's an Avenger,

160
00:08:13,490 --> 00:08:15,990
so the bizarreness
of mind‐swapping's probably just

161
00:08:15,990 --> 00:08:17,700
a typical Tuesday for her.

162
00:08:17,700 --> 00:08:20,410
She's probably used to it.

163
00:08:20,410 --> 00:08:23,670
Oh, voicemail. Okay, yeah.
I know how to leave a voicemail.

164
00:08:23,670 --> 00:08:28,130
Hey, hey, hi.
It's Peter, Peter Parker.

165
00:08:28,130 --> 00:08:30,550
Just checking in. I wanted
to see what you've been up to,

166
00:08:30,550 --> 00:08:33,010
other than obvs Avengers stuff,

167
00:08:33,010 --> 00:08:35,220
but um, you know, if you wanna
give me a call back,

168
00:08:35,220 --> 00:08:38,430
I'd be agreeable
with that option.

169
00:08:38,430 --> 00:08:44,190
So I will hear from you later
on the flipside. Lates.

170
00:08:45,600 --> 00:08:47,650
[groans]

171
00:08:47,650 --> 00:08:50,900
Why does she make me so nervous?

172
00:08:50,900 --> 00:08:54,610
You know what?
I can do better in person.

173
00:08:54,610 --> 00:08:57,450
I mean, couldn't do worse
in person, right?

174
00:09:00,700 --> 00:09:04,540
Whoa, what's happened here?

175
00:09:04,540 --> 00:09:07,580
So either Hulk's been playing
dodgeball with flaming meteors
again‐‐

176
00:09:07,580 --> 00:09:10,590
which is more likely
than people realize‐‐

177
00:09:10,590 --> 00:09:13,090
or the Avengers
have been attacked.

178
00:09:16,510 --> 00:09:18,600
No sign of the attackers

179
00:09:18,600 --> 00:09:20,510
or the Avengers.

180
00:09:20,510 --> 00:09:22,970
Maybe there's a chance this was
just a Thor birthday party

181
00:09:22,970 --> 00:09:25,560
gone completely out of control?
Maybe?

182
00:09:29,440 --> 00:09:30,570
What?

183
00:09:34,740 --> 00:09:36,740
Sand?

184
00:09:36,740 --> 00:09:38,570
Okay, one thing's for certain.

185
00:09:38,570 --> 00:09:41,530
This is definitely not
a birthday party gone wrong.
[Hulk roaring]

186
00:09:41,530 --> 00:09:42,580
[Spider‐Man screams]

187
00:09:44,200 --> 00:09:46,920
Whoa!
[groans]

188
00:09:46,920 --> 00:09:50,380
Hulk? Looking a little groggy,
buddy. Are you okay?

189
00:09:50,380 --> 00:09:52,300
[screams]

190
00:09:52,300 --> 00:09:54,380
So... that just happened.

191
00:09:54,380 --> 00:09:57,590
That portal looked just like
the kind Spot uses.

192
00:09:57,590 --> 00:10:00,720
And sand? Sandgirl?

193
00:10:00,720 --> 00:10:03,100
And who on earth threw Hulk?

194
00:10:03,100 --> 00:10:05,350
Who on earth could throw Hulk?

195
00:10:05,350 --> 00:10:06,810
Did a bunch of villains

196
00:10:06,810 --> 00:10:08,810
start some kind
of anti‐Avengers club?

197
00:10:08,810 --> 00:10:10,610
I wonder where‐‐

198
00:10:10,610 --> 00:10:13,650
Ms. Marvel. Maybe that's
why she didn't pick up.

199
00:10:13,650 --> 00:10:15,650
She's in trouble.

200
00:10:15,650 --> 00:10:17,820
Hope they're near by,
not on the moon or something.

201
00:10:17,820 --> 00:10:20,410
Ugh, voicemail again.

202
00:10:20,410 --> 00:10:23,080
Redial!

203
00:10:23,080 --> 00:10:26,000
Maybe I can find
some kind of security footage.

204
00:10:26,000 --> 00:10:28,580
<i>[computer voice]</i>
<i>User‐‐ Spider‐Man,</i>
<i>not an Avenger.</i>

205
00:10:28,580 --> 00:10:30,000
<i>Access denied.</i>

206
00:10:30,000 --> 00:10:32,130
Denied? Are you kidding?

207
00:10:32,130 --> 00:10:34,250
I'm practically
an honorary Avenger.

208
00:10:34,250 --> 00:10:35,670
Kind of.

209
00:10:35,670 --> 00:10:38,930
Oh, come on. Voicemail again?

210
00:10:40,930 --> 00:10:42,800
<i>What? What do you want?</i>

211
00:10:42,800 --> 00:10:45,010
Finally. How are you?

212
00:10:46,680 --> 00:10:48,690
<i>Seriously?</i>
<i>I'm very busy right now.</i>

213
00:10:48,690 --> 00:10:51,770
I'm just glad you're okay.
<i>This better be an emergency.</i>

214
00:10:51,770 --> 00:10:54,270
<i>I don't have time to talk</i>
<i>about our busted friendship.</i>

215
00:10:54,270 --> 00:10:55,980
It is an emergency.

216
00:10:55,980 --> 00:10:57,650
I'm at Avengers Tower and‐‐

217
00:10:57,650 --> 00:10:59,700
Wait, we have
a busted friendship?

218
00:10:59,700 --> 00:11:02,280
<i>I only picked up</i>
<i>'cause Cap told me to.</i>

219
00:11:02,280 --> 00:11:04,410
<i>Said something about letting</i>
<i>people apologize</i>

220
00:11:04,410 --> 00:11:07,540
<i>and being a "good person."</i>

221
00:11:07,540 --> 00:11:09,620
Where are you guys?
Who are you fighting?

222
00:11:09,620 --> 00:11:12,580
Light blasts?
Who is that?

223
00:11:15,550 --> 00:11:17,590
Oh, no.

224
00:11:23,970 --> 00:11:27,310
Great, just in time to impress
Captain America with‐‐

225
00:11:29,810 --> 00:11:32,560
my amazing ability to be
completely unhelpful.

226
00:11:32,560 --> 00:11:35,690
I just can't win today.
[bushes rustling]

227
00:11:35,690 --> 00:11:37,400
Whoever you are,

228
00:11:37,400 --> 00:11:40,650
you know I'm sort of
an honorary Avenger.

229
00:11:40,650 --> 00:11:42,450
This ends now.

230
00:11:42,450 --> 00:11:46,240
[owl hooting]

231
00:11:46,240 --> 00:11:47,830
Oh, great.

232
00:11:47,830 --> 00:11:50,120
I issue one of my most
intense challenges

233
00:11:50,120 --> 00:11:52,750
to a nocturnal bird.

234
00:11:52,750 --> 00:11:57,500
So Sandgirl got Iron Man,
Spot got Hulk,

235
00:11:57,500 --> 00:11:58,670
and someone with light blasts

236
00:11:58,670 --> 00:11:59,880
and teleportation powers

237
00:11:59,880 --> 00:12:01,800
got Ms. Marvel and Cap?

238
00:12:01,800 --> 00:12:03,800
Why didn't anyone attack me?

239
00:12:03,800 --> 00:12:06,470
I'm gonna try not to take
this personally.

240
00:12:06,470 --> 00:12:08,890
[gasps]
Don't mess with us Avengers.

241
00:12:12,270 --> 00:12:13,810
You're not an Avenger.

242
00:12:14,810 --> 00:12:16,730
Black Widow.

243
00:12:16,730 --> 00:12:19,940
Well, I'm kind of like
Avengers‐adjacent, right?

244
00:12:19,940 --> 00:12:21,150
Not really.

245
00:12:21,150 --> 00:12:22,900
Which means you're in luck

246
00:12:22,900 --> 00:12:26,320
because someone's focused on
taking us down one‐by‐one.

247
00:12:26,320 --> 00:12:28,660
I'm trying to figure out
who it is.

248
00:12:28,660 --> 00:12:31,450
Me, too.

249
00:12:31,450 --> 00:12:33,920
By shouting at owls
in a public park?

250
00:12:33,920 --> 00:12:35,920
[owl hooting]

251
00:12:35,920 --> 00:12:38,840
That was a private moment.

252
00:12:38,840 --> 00:12:41,260
So far looks like Sandgirl
and Spot,

253
00:12:41,260 --> 00:12:44,220
but who attacked Cap
and Ms. Marvel?

254
00:12:44,220 --> 00:12:47,720
Seemed like Cloak and Dagger,
but I didn't get a visual.

255
00:12:47,720 --> 00:12:48,930
Cloak and who?

256
00:12:48,930 --> 00:12:50,890
Cloak and Dagger?

257
00:12:50,890 --> 00:12:53,480
You're the one that brought
them down, Spider‐Man.

258
00:12:53,480 --> 00:12:55,140
Oh, yeah, right. Of course.

259
00:12:55,140 --> 00:12:56,900
That was totally me.

260
00:12:59,190 --> 00:13:01,900
Why would those four attack
Avengers?

261
00:13:01,900 --> 00:13:03,190
I don't believe they did.

262
00:13:03,190 --> 00:13:05,610
Every one of them
is currently behind bars

263
00:13:05,610 --> 00:13:06,610
in The Cellar.

264
00:13:06,610 --> 00:13:08,410
Then obviously they escaped.

265
00:13:08,410 --> 00:13:10,240
No one escapes The Cellar.

266
00:13:10,240 --> 00:13:12,950
Before it opened, they hired me
to test the facility.

267
00:13:12,950 --> 00:13:15,460
Even I couldn't get out.

268
00:13:15,460 --> 00:13:17,580
Don't ever tell anyone that.

269
00:13:17,580 --> 00:13:20,800
So I'm sure you have another
theory about who's behind this.

270
00:13:20,800 --> 00:13:23,130
Your recent out‐of‐the‐box
methods of fighting crime

271
00:13:23,130 --> 00:13:24,970
have been impressive.

272
00:13:24,970 --> 00:13:26,430
Impressive?

273
00:13:26,430 --> 00:13:28,430
People keep telling me I was
acting like a jerk.

274
00:13:28,430 --> 00:13:30,970
Sure, but an impressive jerk.

275
00:13:33,930 --> 00:13:35,520
That's gotta be Electro.

276
00:13:35,520 --> 00:13:37,310
Another villain
from The Cellar?

277
00:13:40,980 --> 00:13:43,280
Molten Man? He was locked up
there just this morning.

278
00:13:46,820 --> 00:13:49,030
You might be on to something,
webs.

279
00:13:49,030 --> 00:13:51,910
Maybe The Cellar isn't
as secure as it once was.

280
00:13:51,910 --> 00:13:53,700
Black Widow complimenting me?

281
00:13:53,700 --> 00:13:55,870
I am so gonna post that
on social media.

282
00:14:03,300 --> 00:14:05,590
Whoa!

283
00:14:05,590 --> 00:14:07,720
But I'm not gonna post
about this!

284
00:14:09,260 --> 00:14:11,720
Whoa.

285
00:14:11,720 --> 00:14:13,720
This is the worst game of tag.

286
00:14:16,100 --> 00:14:17,770
Okay, guess I'm it.

287
00:14:21,150 --> 00:14:22,650
Spider‐Man!

288
00:14:33,330 --> 00:14:35,330
Widow!

289
00:14:40,170 --> 00:14:43,840
Okay, so no one's
attacking me again?

290
00:14:43,840 --> 00:14:45,300
I'm right here.

291
00:14:45,300 --> 00:14:47,380
I'm totally taking this
personally now.

292
00:14:47,380 --> 00:14:50,300
At least I managed to get a
Spider tracer on Widow.

293
00:14:50,300 --> 00:14:53,100
I just hope the Spot didn't
transport her out of range.

294
00:14:53,100 --> 00:14:55,010
And it looks like he did.

295
00:14:55,010 --> 00:14:58,350
Great. Lost another Avenger.

296
00:14:58,350 --> 00:15:02,440
[woman]
Not a chance. It's simply not
possible, Spider‐Man.

297
00:15:02,440 --> 00:15:03,980
Sandgirl, Spot, and the others

298
00:15:03,980 --> 00:15:05,530
are all locked up
in The Cellar.

299
00:15:05,530 --> 00:15:08,860
I know it sounds crazy,
but trust me.

300
00:15:08,860 --> 00:15:10,240
These villains captured
the Avengers

301
00:15:10,240 --> 00:15:12,660
and transported them
to who knows where.

302
00:15:12,660 --> 00:15:13,780
This is big.

303
00:15:13,780 --> 00:15:15,330
I agree it's big,

304
00:15:15,330 --> 00:15:17,160
but they didn't break out
of The Cellar.

305
00:15:17,160 --> 00:15:20,040
Augustus Roman, the warden,
was my mentor.

306
00:15:20,040 --> 00:15:21,620
He's like a father to me.

307
00:15:21,620 --> 00:15:23,330
If there was a problem,
he would've told me.

308
00:15:23,330 --> 00:15:25,670
And I'm sure this Augustus
is a great guy,

309
00:15:25,670 --> 00:15:27,760
but Spot opens portals.

310
00:15:27,760 --> 00:15:31,050
Who's to say he didn't use his
powers to break them all free?

311
00:15:31,050 --> 00:15:33,340
Fine, if you won't take
my word for it,

312
00:15:33,340 --> 00:15:35,970
there's an easy way to nip
your theory in the bud

313
00:15:35,970 --> 00:15:37,270
so we can focus on finding out

314
00:15:37,270 --> 00:15:41,100
who's really behind this.

315
00:15:41,100 --> 00:15:43,480
<i>Yuri, it's getting late.</i>

316
00:15:43,480 --> 00:15:45,110
<i>Are you still at work?</i>

317
00:15:45,110 --> 00:15:46,520
<i>We talked about this.</i>

318
00:15:46,520 --> 00:15:49,150
Don't worry.
Heading home soon.

319
00:15:49,150 --> 00:15:50,610
I wanna introduce you
to someone.

320
00:15:50,610 --> 00:15:52,320
Augustus Roman, this is...

321
00:15:52,320 --> 00:15:54,570
<i>Spider‐Man.</i>
What gave it away?

322
00:15:54,570 --> 00:15:57,120
<i>I owe you a debt of gratitude,</i>
<i>young man.</i>

323
00:15:57,120 --> 00:15:58,910
<i>You do all the hard work,</i>

324
00:15:58,910 --> 00:16:01,370
<i>taking these criminals</i>
<i>off the streets.</i>

325
00:16:01,370 --> 00:16:03,920
<i>For that,</i>
<i>I and all of New York City</i>

326
00:16:03,920 --> 00:16:06,000
<i>are eternally grateful.</i>

327
00:16:06,000 --> 00:16:09,550
<i>It's my honor to ward over them</i>
<i>here at The Cellar.</i>

328
00:16:09,550 --> 00:16:11,760
Yeah, about that...

329
00:16:11,760 --> 00:16:14,970
Spider‐Man believes some
of your inmates have escaped.

330
00:16:14,970 --> 00:16:17,970
<i>I assure you there have been</i>
<i>no breaches.</i>

331
00:16:17,970 --> 00:16:21,520
I've just seen evidence that
tells me that's not true.

332
00:16:21,520 --> 00:16:23,940
<i>Let me put your concerns</i>
<i>to rest.</i>

333
00:16:23,940 --> 00:16:25,900
<i>Shannon,</i>
<i>could I have some help?</i>

334
00:16:25,900 --> 00:16:28,070
<i>This is Shannon, my assistant.</i>

335
00:16:28,070 --> 00:16:31,900
<i>Can you pull up footage</i>
<i>from our cameras in the cells?</i>

336
00:16:31,900 --> 00:16:35,530
<i>Our cells, by design, dampen</i>
<i>all of their powers.</i>

337
00:16:35,530 --> 00:16:37,200
<i>They can't escape.</i>

338
00:16:37,200 --> 00:16:38,870
<i>And as you can see,</i>

339
00:16:38,870 --> 00:16:39,990
<i>all of our occupants</i>

340
00:16:39,990 --> 00:16:42,040
<i>are still contained.</i>

341
00:16:42,040 --> 00:16:45,500
You said you saw some
of these criminals this evening,
Spider‐Man.

342
00:16:45,500 --> 00:16:48,380
Well, I didn't exactly see them.

343
00:16:48,380 --> 00:16:50,920
Just evidence of their powers.

344
00:16:50,920 --> 00:16:53,010
<i>I'll have Shannon make you</i>
<i>a copy of the footage</i>

345
00:16:53,010 --> 00:16:54,050
<i>so your specialists</i>
<i>can run tests</i>

346
00:16:54,050 --> 00:16:55,890
<i>on its authenticity.</i>

347
00:16:55,890 --> 00:16:59,010
<i>That was what you were gonna</i>
<i>ask next, right?</i>

348
00:16:59,010 --> 00:17:01,020
Maybe.

349
00:17:01,020 --> 00:17:04,020
<i>I assure you The Cellar</i>
<i>has not been compromised.</i>

350
00:17:04,020 --> 00:17:05,600
<i>And I, of course,</i>

351
00:17:05,600 --> 00:17:07,230
<i>will be of any help I can be</i>

352
00:17:07,230 --> 00:17:09,150
<i>if you need it in the future.</i>

353
00:17:09,150 --> 00:17:10,650
[Yuri]
Thank you, Augustus.

354
00:17:10,650 --> 00:17:13,150
Sorry to waste your time.

355
00:17:13,150 --> 00:17:15,530
You believe me now?

356
00:17:15,530 --> 00:17:18,370
Of course.

357
00:17:18,370 --> 00:17:20,080
Just because they're
in The Cellar now

358
00:17:20,080 --> 00:17:21,330
doesn't mean they haven't
found a way

359
00:17:21,330 --> 00:17:22,540
to sneak out and back.

360
00:17:22,540 --> 00:17:24,120
Guess it's up to me to prove it.

361
00:17:24,120 --> 00:17:26,000
And if I can't find
the villains,

362
00:17:26,000 --> 00:17:28,130
maybe I can still find
the Avengers.

363
00:17:28,130 --> 00:17:29,960
Boosting
the electromagnetic signal

364
00:17:29,960 --> 00:17:32,630
might expand the range
of my tracer's coverage.

365
00:17:32,630 --> 00:17:36,050
And... ha, got ya!

366
00:17:36,050 --> 00:17:39,220
Where's that? Underground?

367
00:17:39,220 --> 00:17:44,060
Oh, man, me alone against a team
of supervillains.

368
00:17:44,060 --> 00:17:46,640
The old red and blues aren't
gonna cut it.

369
00:17:49,020 --> 00:17:51,570
But Ock gathered up
some interesting gear.

370
00:17:55,190 --> 00:17:57,360
A negative ion displacer.

371
00:17:57,360 --> 00:18:01,530
That'll come in handy
with all these portals
I've been dealing with.

372
00:18:01,530 --> 00:18:03,290
Time for a Spidey makeover.

373
00:18:06,960 --> 00:18:07,790
Tada!

374
00:18:07,830 --> 00:18:10,130
Let's see Doc Ock try to put
together a new suit

375
00:18:10,130 --> 00:18:12,210
with tape, glue, and gum
like I can.

376
00:18:16,260 --> 00:18:19,840
Ugh, the first place I go in
this new suit is the sewer?

377
00:18:19,840 --> 00:18:21,970
I'll never get this stench out.

378
00:18:21,970 --> 00:18:23,310
[groans]

379
00:18:35,570 --> 00:18:36,990
According to my tracer,

380
00:18:36,990 --> 00:18:38,610
the Avengers should be
right here.

381
00:18:38,610 --> 00:18:41,320
It's not like you can hide Hulk.

382
00:18:44,330 --> 00:18:46,500
My tracer.

383
00:18:46,500 --> 00:18:48,160
This was a trap!

384
00:18:48,160 --> 00:18:51,000
Ice? What, is Blizzard
on your team, too?

385
00:18:51,000 --> 00:18:56,300
Uh, whoa,
you must be new in town.

386
00:18:56,300 --> 00:18:58,590
I'm Spider‐Man, and you are?

387
00:18:58,590 --> 00:19:01,300
I'm am called the Regent.

388
00:19:01,300 --> 00:19:04,600
And although my quest for
vengeance is not with you,

389
00:19:04,600 --> 00:19:08,270
I cannot let you get
between me and the Avengers
any longer.

390
00:19:08,270 --> 00:19:12,020
Man, does everyone need
to remind me
how I'm not an Avenger?

391
00:19:12,020 --> 00:19:16,360
Your interference stops now.

392
00:19:16,360 --> 00:19:19,900
You're not a villain team.

393
00:19:19,900 --> 00:19:22,950
You're some guy
with their powers?

394
00:19:22,950 --> 00:19:25,030
[laughs]
I'm disappointed

395
00:19:25,030 --> 00:19:28,200
it took you this long
to figure it out.

396
00:19:28,200 --> 00:19:29,660
No need to shame anyone.

397
00:19:29,660 --> 00:19:32,880
And team or no team,
I'm prepared for you.

398
00:19:36,380 --> 00:19:38,010
Sodium bicarbonate‐‐

399
00:19:38,010 --> 00:19:40,380
one of fire's least favorite
chemicals.

400
00:19:40,380 --> 00:19:43,640
Impressive, but there is no way

401
00:19:43,640 --> 00:19:47,010
you have counters
for all of my powers.

402
00:19:48,140 --> 00:19:49,230
Lightning rod.

403
00:19:51,140 --> 00:19:52,520
Classic.

404
00:19:52,520 --> 00:19:54,150
Like your namesake,

405
00:19:54,150 --> 00:19:56,190
you are becoming
an irritating pest

406
00:19:56,190 --> 00:19:58,070
who must be exterminated.

407
00:19:58,070 --> 00:20:01,150
Are you trying to banter?

408
00:20:01,150 --> 00:20:02,280
It's kind of adorable.

409
00:20:02,280 --> 00:20:03,780
Enough!

410
00:20:05,200 --> 00:20:07,450
Oh, come on.
What is this power?

411
00:20:16,090 --> 00:20:18,210
If you had left
well enough alone,

412
00:20:18,210 --> 00:20:21,300
you would've avoided
all of this.

413
00:20:21,300 --> 00:20:23,510
My hatred is not towards you.

414
00:20:23,510 --> 00:20:26,970
Aw, that gets me right
in the feels,

415
00:20:26,970 --> 00:20:29,720
but maybe this'll get you
right in yours.

416
00:20:33,810 --> 00:20:36,230
Wind power? Who has that?

417
00:20:41,030 --> 00:20:43,780
[man] Nobody move!
[man 2] Who is that?

418
00:20:43,780 --> 00:20:47,830
[chuckles]
You are just an inconvenience,
Spider‐Man.

419
00:20:47,830 --> 00:20:50,620
And that ends now.

420
00:20:53,290 --> 00:20:57,380
That looks like the portal
he used on Cap and Ms. Marvel.

421
00:20:57,380 --> 00:21:00,460
Come on, negative ion displacer,
don't fail me now!

422
00:21:02,380 --> 00:21:03,970
It's not strong enough.

423
00:21:05,090 --> 00:21:07,260
[screams]

424
00:21:07,260 --> 00:21:08,970
Spider‐Man, no!

425
00:21:19,610 --> 00:21:22,530
[groans]
Where am I?

426
00:21:22,530 --> 00:21:25,110
[Hulk groans]

427
00:21:25,110 --> 00:21:28,240
Well, the good news is
I found the Avengers.



