1
00:00:02,000 --> 00:00:03,580
SPIDER-MAN:
I can't believe what happened.
2
00:00:04,330 --> 00:00:07,330
The paper says Midtown High
collapsed in an explosion.
3
00:00:07,410 --> 00:00:09,750
But what they don't know
is that the Jackal's headquarters
4
00:00:09,830 --> 00:00:11,450
was directly underneath it.
5
00:00:11,540 --> 00:00:14,330
We destroyed it
before he could create his spider army.
6
00:00:14,410 --> 00:00:17,700
But not without a casualty,
Norman Osborne.
7
00:00:17,790 --> 00:00:19,120
Harry's devastated,
8
00:00:19,200 --> 00:00:20,700
and there's nothing I can do
to comfort him,
9
00:00:20,790 --> 00:00:23,160
because he blames Spider-Man.
10
00:00:23,250 --> 00:00:26,080
Seeing what these spider powers
can do firsthand,
11
00:00:26,160 --> 00:00:29,000
I don't think a whole army
of rogue spider-men is a good idea.
12
00:00:29,830 --> 00:00:32,370
That would mean new spider-powered people,
13
00:00:32,450 --> 00:00:34,080
new costumes,
14
00:00:34,700 --> 00:00:37,700
new abilities, and definitely new threats.
15
00:00:39,330 --> 00:00:42,290
Which is why I need new ways
to find the Jackal.
16
00:00:42,370 --> 00:00:43,410
MILES:
Got you!
17
00:00:44,080 --> 00:00:45,200
Aw, man!
18
00:00:45,290 --> 00:00:47,750
I was so close. What gave me away?
19
00:00:47,830 --> 00:00:50,370
Well, the mirage reflectors
in your new stealth suit
20
00:00:50,450 --> 00:00:52,080
seem to have a short in them.
21
00:00:52,790 --> 00:00:53,830
But to be honest,
22
00:00:53,910 --> 00:00:55,910
I could hear you chatting a mile away.
23
00:00:56,000 --> 00:00:57,750
You gotta stop talking
to yourself so much.
24
00:00:57,830 --> 00:00:59,200
Wha--
[SCOFFS]
25
00:00:59,290 --> 00:01:00,790
I don't talk to myself.
26
00:01:01,370 --> 00:01:04,000
Yeah. I'd look into that.
27
00:01:04,580 --> 00:01:08,160
Anyway, I didn't come this close
to be denied my prize.
28
00:01:08,250 --> 00:01:10,290
-Oh, I'm starving.
-Wait! I also--
29
00:01:10,370 --> 00:01:12,250
[ALARM BEEPING]
30
00:01:12,330 --> 00:01:14,790
You rigged the cupcake? Ugh!
31
00:01:14,870 --> 00:01:16,580
ROBOT:
Security activated.
32
00:01:17,580 --> 00:01:19,580
I'm guessing you programmed
your security bots
33
00:01:19,660 --> 00:01:21,500
to recognize Spider-Man, right?
34
00:01:21,580 --> 00:01:23,790
Uh, Spider-Man, yes.
35
00:01:23,870 --> 00:01:26,370
Stealth Spider, no.
36
00:01:26,450 --> 00:01:28,540
Prepare to be destroyed.
37
00:01:28,620 --> 00:01:30,450
I just lost my appetite.
38
00:01:42,080 --> 00:01:44,660
I tried to take him offline,
but it didn't work.
39
00:01:44,750 --> 00:01:47,580
So I suggest you run!
40
00:01:47,660 --> 00:01:50,660
[GRUNTING]
41
00:01:53,950 --> 00:01:54,950
Great!
42
00:01:55,040 --> 00:01:56,950
This is the perfect time
for the stealth suit's reflectors
43
00:01:57,040 --> 00:01:58,250
to be malfunctioning.
44
00:01:58,330 --> 00:01:59,370
Time to take this outside
45
00:01:59,450 --> 00:02:01,290
before we destroy
any more school property.
46
00:02:03,750 --> 00:02:06,080
This suit was supposed
to make me invisible,
47
00:02:06,160 --> 00:02:08,500
not attractive to security bots!
48
00:02:08,580 --> 00:02:11,200
Whoa! I have to find a place
to get it off me.
49
00:02:16,660 --> 00:02:18,120
Scanning for subject.
50
00:02:20,120 --> 00:02:22,660
Parker, Peter, Horizon High student.
51
00:02:26,580 --> 00:02:27,910
You okay?
52
00:02:28,750 --> 00:02:30,120
"Run," he says.
53
00:02:30,200 --> 00:02:32,580
Well, at least we found out
the suit is flawed
54
00:02:32,660 --> 00:02:34,660
before you went out into the field.
55
00:02:34,750 --> 00:02:35,790
But what went wrong?
56
00:02:35,870 --> 00:02:37,660
I messed up.
57
00:02:37,750 --> 00:02:40,660
I added thermal-suppressor tech
to cover my body temperature,
58
00:02:40,750 --> 00:02:43,540
but I didn't account for the extra heat
the suit creates.
59
00:02:44,250 --> 00:02:45,660
In other words?
60
00:02:45,750 --> 00:02:47,620
My sweat short-circuited the suit.
61
00:02:47,700 --> 00:02:50,160
-[GROANS]
-So now it's trash.
62
00:02:51,790 --> 00:02:53,620
Stealth suit no more.
63
00:02:56,370 --> 00:02:58,040
Oh, what am I doing? Heh.
64
00:02:58,120 --> 00:02:59,950
I can't just throw out
a Spider-Man costume.
65
00:03:01,080 --> 00:03:02,580
That's incredibly irresponsible.
66
00:03:09,700 --> 00:03:11,160
Come on, Dad.
67
00:03:11,250 --> 00:03:12,700
What's the code?
68
00:03:13,410 --> 00:03:15,160
The Jackal is still out there,
69
00:03:15,250 --> 00:03:16,830
and if I can access your video journal,
70
00:03:16,910 --> 00:03:19,450
maybe I can continue
your work to stop him.
71
00:03:22,660 --> 00:03:24,950
[KEYBOARD CLACKING]
[BUZZES]
72
00:03:25,040 --> 00:03:26,290
[GROANS]
73
00:03:26,370 --> 00:03:29,080
You, uh-- You all right, Harry?
74
00:03:29,160 --> 00:03:32,290
Oh, yeah. Um, just some computer trouble.
75
00:03:33,120 --> 00:03:35,290
Oh. Well, listen, uh,
76
00:03:35,370 --> 00:03:39,040
I wanted you to know how sorry I was
to hear about your dad's passing.
77
00:03:39,660 --> 00:03:40,660
Thanks, Joe.
78
00:03:41,290 --> 00:03:42,830
Pete joining you today?
79
00:03:44,370 --> 00:03:45,410
No.
80
00:03:45,500 --> 00:03:48,830
Well, anyway, this one's on the house.
81
00:03:49,540 --> 00:03:50,660
I appreciate it.
82
00:04:03,750 --> 00:04:05,700
I'm ready for that smoothie.
83
00:04:06,750 --> 00:04:08,870
-Hey, Harry.
-Not talking to you.
84
00:04:08,950 --> 00:04:11,700
I know. I just wanted to say that--
85
00:04:11,790 --> 00:04:13,410
If you know, then you'll stop talking.
86
00:04:14,410 --> 00:04:16,700
I'm not friends
with people who help Spider-Man.
87
00:04:16,790 --> 00:04:17,830
Leave me alone.
88
00:04:22,040 --> 00:04:25,000
Why am I always paying the price
for Spider-Man's actions?
89
00:04:25,080 --> 00:04:27,330
You were at school
pretty early for a Saturday.
90
00:04:28,160 --> 00:04:30,250
Oh, Gwen. Hi.
91
00:04:30,330 --> 00:04:31,790
Uh, how do you know?
92
00:04:31,870 --> 00:04:33,910
I was working in my lab.
93
00:04:34,000 --> 00:04:35,040
Thought I heard your voice.
94
00:04:35,620 --> 00:04:38,500
Really? Uh, what did you hear?
95
00:04:38,580 --> 00:04:40,250
Not much.
96
00:04:40,330 --> 00:04:43,000
I had to leave to pick up some samples
I sent out for testing.
97
00:04:43,080 --> 00:04:44,080
[FOOTSTEPS APPROACHING]
98
00:04:45,500 --> 00:04:46,950
-Hey, Gwen.
-Hey!
99
00:04:47,040 --> 00:04:51,370
Uh, Pete, have you been feeling different
100
00:04:51,450 --> 00:04:54,080
in any way since our time
at the Jackal's headquarters?
101
00:04:54,750 --> 00:04:55,750
Different?
102
00:04:56,330 --> 00:04:59,250
Uh, no. Why?
103
00:05:00,200 --> 00:05:01,540
No reason.
104
00:05:01,620 --> 00:05:03,910
I-- [SIGHS] I gotta go.
105
00:05:06,120 --> 00:05:07,580
Huh. That was weird.
106
00:05:08,580 --> 00:05:10,580
I wonder if she knows
what we were doing this morning.
107
00:05:14,040 --> 00:05:16,620
-Where's my backpack?
-I thought you had it.
108
00:05:16,700 --> 00:05:20,000
No. I left it at the table with you!
109
00:05:20,080 --> 00:05:21,540
[SOFTLY]
The stealth suit was in there.
110
00:05:21,620 --> 00:05:23,040
Oh, you should've told me.
111
00:05:24,370 --> 00:05:26,580
-Harry's gone.
-So is Gwen.
112
00:05:27,870 --> 00:05:29,660
But they wouldn't take my-- Would they?
113
00:05:29,750 --> 00:05:32,080
Gwen was acting weird.
114
00:05:33,160 --> 00:05:35,160
And Harry's pretty mad at me right now.
115
00:05:36,620 --> 00:05:37,790
What are we doing?
116
00:05:37,870 --> 00:05:39,160
These are our friends.
117
00:05:41,200 --> 00:05:44,500
-Can you track it with a GPS?
-Maybe.
118
00:05:44,580 --> 00:05:45,830
But it was a beta version.
119
00:05:45,910 --> 00:05:47,950
I never tested it outside the lab.
120
00:05:48,040 --> 00:05:50,290
So it's, like, really gone,
121
00:05:50,370 --> 00:05:51,790
not just invisible gone.
122
00:05:52,410 --> 00:05:54,120
Because while it was supposed
to be stealth,
123
00:05:54,200 --> 00:05:55,660
it is now also stolen.
124
00:05:55,750 --> 00:05:57,500
Yeah. I get it.
125
00:05:58,080 --> 00:06:00,580
I'm gonna head back to Horizon
and see if I can track it.
126
00:06:00,660 --> 00:06:02,160
I'll see what I can find around here.
127
00:06:05,080 --> 00:06:06,080
Nothing.
128
00:06:06,580 --> 00:06:08,120
It's like your broken stealth suit
129
00:06:08,200 --> 00:06:10,080
was wearing a working stealth suit.
130
00:06:10,160 --> 00:06:11,330
Any luck on your end?
131
00:06:12,160 --> 00:06:13,160
No.
132
00:06:13,250 --> 00:06:15,370
The homing device must've shorted out
when the suit did.
133
00:06:15,450 --> 00:06:17,410
[SIGHS]
That's not good.
134
00:06:17,500 --> 00:06:20,290
-I better keep looking.
-I'll scan again.
135
00:06:20,370 --> 00:06:22,910
I made the suit out of the silk
of a garden center spider,
136
00:06:23,000 --> 00:06:25,410
which gives off a distinct
electric charge.
137
00:06:25,950 --> 00:06:28,200
So if I limit the search to that polarity,
138
00:06:28,290 --> 00:06:29,500
I might get something.
139
00:06:29,580 --> 00:06:31,330
-[LOUD CLANKING]
-Huh?
140
00:06:34,330 --> 00:06:36,870
Miles? Is that you?
141
00:06:38,290 --> 00:06:39,290
Miles?
142
00:06:42,790 --> 00:06:46,200
[BLOW LANDS]
[GRUNTING]
143
00:06:46,290 --> 00:06:48,790
[GROANS] First the symbiote,
and now the stealth suit?
144
00:06:48,870 --> 00:06:51,830
Why do all my costumes come back
looking for a fight?
145
00:06:53,250 --> 00:06:55,160
[GRUNTS]
Whoever you are,
146
00:06:55,250 --> 00:06:57,910
I see you fixed the deflectors
on the suit.
147
00:06:59,160 --> 00:07:03,950
But are you smart enough to defeat
my cupcake?
148
00:07:04,950 --> 00:07:07,700
Intruder! Prepare to be destroyed!
149
00:07:09,950 --> 00:07:11,580
Infrared on.
150
00:07:12,450 --> 00:07:13,450
[GRUNTS]
151
00:07:17,160 --> 00:07:19,290
Let's hope you didn't repair
all the suit's problems.
152
00:07:19,370 --> 00:07:20,620
Excellent!
153
00:07:20,700 --> 00:07:23,500
Your increased body temperature
is allowing me to get a heat read.
154
00:07:23,580 --> 00:07:26,500
And besides stealing my costume,
you've also stolen my powers.
155
00:07:26,580 --> 00:07:30,330
So who are you?
[GRUNTING]
156
00:07:30,410 --> 00:07:32,450
[CLATTERING]
157
00:07:35,290 --> 00:07:37,000
-Looking for me?
-[GRUNTS]
158
00:07:40,620 --> 00:07:42,580
[GRUNTING]
159
00:07:48,370 --> 00:07:49,790
The Micro-minimizer?
160
00:07:49,870 --> 00:07:51,950
That's what you've been looking for?
161
00:07:52,040 --> 00:07:53,620
Well, you're gonna have
to deal with Spidey
162
00:07:53,700 --> 00:07:55,410
and the patent office,
163
00:07:55,500 --> 00:07:57,700
because that's an official
Horizon High design.
164
00:07:57,790 --> 00:08:01,080
Just like my tracer
is an official Spider-Man design.
165
00:08:01,450 --> 00:08:02,700
Got you!
166
00:08:07,450 --> 00:08:08,450
That's odd.
167
00:08:08,540 --> 00:08:11,330
Didn't know Gwen was conducting
any spider experiments.
168
00:08:11,410 --> 00:08:12,540
Wait a minute.
169
00:08:12,620 --> 00:08:14,080
She asked if I was feeling different
170
00:08:14,160 --> 00:08:15,910
since our time at Jackal's headquarters.
171
00:08:16,000 --> 00:08:17,370
What if Gwen was somehow bitten
172
00:08:17,450 --> 00:08:18,700
by one of the spiders there that day?
173
00:08:19,450 --> 00:08:21,290
She could've turned
into the Stealth Spider!
174
00:08:22,040 --> 00:08:23,450
That doesn't make any sense.
175
00:08:24,250 --> 00:08:25,750
Why break into Horizon
176
00:08:25,830 --> 00:08:28,120
when you have complete access
as a student?
177
00:08:28,200 --> 00:08:29,750
And why head to Osborn Academy?
178
00:08:30,370 --> 00:08:32,120
Miles, I found the suit.
179
00:08:32,200 --> 00:08:33,620
Finally. Where is it?
180
00:08:33,700 --> 00:08:36,000
On someone heading for Osborn Academy.
181
00:08:36,080 --> 00:08:37,500
So it is Harry.
182
00:08:37,580 --> 00:08:39,160
Let's not jump to conclusions.
183
00:08:39,250 --> 00:08:40,250
Just meet me there.
184
00:08:44,290 --> 00:08:45,950
Yes! Finally!
185
00:08:48,910 --> 00:08:51,250
Personal Log Number 417:
186
00:08:51,790 --> 00:08:54,410
Raymond Warren is amassing a spider army.
187
00:08:55,000 --> 00:08:56,120
It's a danger to humanity
188
00:08:56,200 --> 00:08:59,200
that must be stopped, at all costs.
189
00:08:59,290 --> 00:09:00,910
In here are the blueprints
190
00:09:01,000 --> 00:09:03,080
for a plan to neutralize that army.
191
00:09:03,160 --> 00:09:05,450
And for anyone who doubts
the army's existence,
192
00:09:05,540 --> 00:09:08,040
look no further
than the menace of Spider-Man.
193
00:09:08,120 --> 00:09:11,370
Mark my words, more spiders will come.
194
00:09:12,200 --> 00:09:14,120
And they must be stopped.
195
00:09:14,200 --> 00:09:16,000
You were right, Dad.
196
00:09:16,750 --> 00:09:18,200
And you did stop them.
197
00:09:19,160 --> 00:09:20,160
With your life.
198
00:09:21,000 --> 00:09:22,160
But I promise you,
199
00:09:22,750 --> 00:09:24,580
I'm not gonna let the Jackal try again.
200
00:09:24,660 --> 00:09:27,250
I'll take down all the spider-men,
201
00:09:27,370 --> 00:09:28,580
now that I have the means.
202
00:09:28,660 --> 00:09:30,330
[ALARM BEEPING]
203
00:09:34,870 --> 00:09:36,250
Spider-Man!
204
00:09:36,330 --> 00:09:38,870
Oh, you picked a bad time to trespass!
205
00:09:41,660 --> 00:09:44,290
According to this,
the Stealth Spider is inside.
206
00:09:44,950 --> 00:09:46,410
And there's no sign of forced entry.
207
00:09:47,080 --> 00:09:48,250
Why would there be,
208
00:09:48,330 --> 00:09:50,500
when Harry has keys to the kingdom?
209
00:09:50,580 --> 00:09:52,250
I'm afraid you might be right.
210
00:09:59,410 --> 00:10:00,830
Switch to thermal vision.
211
00:10:00,910 --> 00:10:03,330
We should be able to see him
because of the suit's body temp issues.
212
00:10:03,410 --> 00:10:06,620
Switching to thermal.
Also, I'll show him some stealth.
213
00:10:09,080 --> 00:10:10,120
SPIDER-MAN:
There!
214
00:10:10,200 --> 00:10:12,540
Give it up, Harry! I know it's you!
215
00:10:12,620 --> 00:10:14,750
Hold it right there, Spider-Man!
216
00:10:15,750 --> 00:10:16,750
Harry?
217
00:10:17,290 --> 00:10:19,500
But if you didn't steal the stealth suit--
[GRUNTS]
218
00:10:19,580 --> 00:10:22,580
No more time for guessing!
[YELLS]
219
00:10:28,160 --> 00:10:29,620
A new spider soldier?
220
00:10:29,700 --> 00:10:32,120
So my father didn't stop
the Jackal's army from growing.
221
00:10:32,200 --> 00:10:34,540
Well, I will! For good!
222
00:10:34,620 --> 00:10:36,080
Harry, wait!
223
00:10:36,160 --> 00:10:37,540
Can't say that came as a shock.
224
00:10:37,620 --> 00:10:39,040
[GRUNTS]
225
00:10:39,120 --> 00:10:41,120
I'm taking all the spiders down today!
226
00:10:41,200 --> 00:10:43,870
And I don't care who's first!
[GRUNTS]
227
00:10:43,950 --> 00:10:47,000
You know kids shouldn't play with matches,
228
00:10:47,080 --> 00:10:49,750
-let alone full-on flame swords.
-[HARRY GRUNTS]
229
00:10:49,830 --> 00:10:51,830
[GRUNTING]
230
00:10:54,870 --> 00:10:56,910
Get Harry down while I take this guy out.
231
00:10:57,660 --> 00:10:58,830
Priorities, boss.
232
00:10:58,910 --> 00:11:00,410
We'll take this guy out together.
233
00:11:02,160 --> 00:11:04,830
The priority is don't get roasted!
234
00:11:09,450 --> 00:11:11,290
[GRUNTS]
235
00:11:11,370 --> 00:11:13,000
Hiya, boys! [GRUNTS]
236
00:11:13,700 --> 00:11:15,370
Need some backup?
237
00:11:16,200 --> 00:11:17,870
Gwen Stacy with spider powers?
238
00:11:17,950 --> 00:11:20,160
Is there something
you've been meaning to tell us?
239
00:11:20,250 --> 00:11:21,700
Guys, stay focused.
240
00:11:21,790 --> 00:11:23,870
Hey! Let go of him, you weirdo!
241
00:11:26,290 --> 00:11:28,540
[GRUNTS]
That's not what I meant!
242
00:11:28,620 --> 00:11:30,290
GWEN:
Wait for me!
243
00:11:30,370 --> 00:11:31,830
I did not think this through.
244
00:11:31,910 --> 00:11:33,200
[GRUNTS]
245
00:11:40,700 --> 00:11:43,830
[SCREAMING]
246
00:11:43,910 --> 00:11:45,410
[GIRL GASPS]
[HARRY GRUNTS]
247
00:11:46,620 --> 00:11:48,750
Don't forget to curb your dog, ma'am.
248
00:11:51,290 --> 00:11:53,750
I don't care that you saved my life!
249
00:11:53,830 --> 00:11:56,870
You should've saved
my dad's life at Midtown!
250
00:11:56,950 --> 00:11:59,330
Harry! How can you say such a thing?
251
00:12:00,370 --> 00:12:02,330
And how long have you had spider powers?
252
00:12:03,160 --> 00:12:04,910
Excellent question.
253
00:12:05,000 --> 00:12:08,540
Is everybody around here
a member of Jackal's spider army?
254
00:12:08,620 --> 00:12:11,450
[GROANS] Harry, just because someone
has spider powers
255
00:12:11,540 --> 00:12:13,540
doesn't mean they're part
of a spider army.
256
00:12:14,290 --> 00:12:16,910
That is probably the weirdest thing
I've ever said.
257
00:12:17,620 --> 00:12:18,700
The truth is,
258
00:12:18,790 --> 00:12:21,000
I don't know how I got spider powers.
259
00:12:21,080 --> 00:12:23,830
But I promise you,
I don't work for the Jackal.
260
00:12:23,910 --> 00:12:25,200
You've gotta trust me.
261
00:12:25,290 --> 00:12:26,660
I've always trusted you, Gwen.
262
00:12:26,750 --> 00:12:29,370
It's these guys I don't trust.
263
00:12:29,450 --> 00:12:32,370
Harry, they were fighting
that maniac as hard as I was.
264
00:12:32,450 --> 00:12:35,250
You've gotta get over
this hatred of Spider-Man.
265
00:12:35,330 --> 00:12:37,540
My dad is dead because of him!
266
00:12:38,750 --> 00:12:41,700
No, Harry. That's not how it happened.
267
00:12:41,790 --> 00:12:44,290
I was there, too, remember? I saw it.
268
00:12:44,910 --> 00:12:48,370
You've gotta know Spider-Man did
all he could to save you both.
269
00:12:49,500 --> 00:12:51,000
And I know you're hurting right now,
270
00:12:51,080 --> 00:12:54,160
but we were all affected
by that explosion.
271
00:12:54,250 --> 00:12:55,910
I lost my uncle.
272
00:12:56,000 --> 00:12:57,790
The city lost a school.
273
00:12:58,660 --> 00:13:01,330
Wait. Gwen's right.
274
00:13:01,410 --> 00:13:03,580
We were all affected by that explosion.
275
00:13:04,120 --> 00:13:06,700
Do you think you got spider powers
276
00:13:06,790 --> 00:13:09,790
by being too close to the experiment
when it exploded?
277
00:13:09,870 --> 00:13:11,750
I've run a number of tests on myself,
278
00:13:11,830 --> 00:13:15,250
and since I wasn't bitten by a spider
the way you told me you were,
279
00:13:15,330 --> 00:13:17,910
it does make the most sense.
280
00:13:18,000 --> 00:13:20,750
Then why don't I have spider powers?
281
00:13:20,830 --> 00:13:23,200
You were wearing that mask
the day of the explosion.
282
00:13:23,750 --> 00:13:25,500
Maybe it protected you somehow.
283
00:13:26,250 --> 00:13:28,500
But that doesn't explain the new guy.
284
00:13:28,580 --> 00:13:29,830
Where'd he get spider powers from?
285
00:13:29,910 --> 00:13:31,250
Is he a member of Jackal's army?
286
00:13:31,330 --> 00:13:32,410
I don't know.
287
00:13:33,450 --> 00:13:35,830
But I sure could use your help
in finding out.
288
00:13:38,410 --> 00:13:39,410
Okay.
289
00:13:41,450 --> 00:13:45,160
But the mask stays on,
just in case you're contagious.
290
00:13:45,750 --> 00:13:46,750
Thank you.
291
00:13:46,830 --> 00:13:48,370
I'm running a scan of my tracer,
292
00:13:48,450 --> 00:13:50,790
but it must've shorted out
when the suit was fried.
293
00:13:50,870 --> 00:13:53,120
We'll need to find a new way
of tracking him.
294
00:13:53,200 --> 00:13:54,330
I found a piece of his suit
295
00:13:54,410 --> 00:13:56,700
that must've got caught on the glass
when he escaped.
296
00:13:56,790 --> 00:13:58,700
I'll scan it for clues.
297
00:13:58,790 --> 00:14:00,950
HARRY: The suit is made
of a charged spider silk
298
00:14:01,040 --> 00:14:03,040
that gives off an electromagnetic field.
299
00:14:03,120 --> 00:14:06,040
Similar to those used
in cell phone towers.
300
00:14:06,120 --> 00:14:07,790
By triangulating his energy field
301
00:14:07,870 --> 00:14:10,370
against various cell towers
across the city,
302
00:14:10,450 --> 00:14:12,200
I can tell exactly where he's going.
303
00:14:12,290 --> 00:14:14,370
Cell phone towers!
304
00:14:14,450 --> 00:14:15,830
Of course!
305
00:14:15,910 --> 00:14:18,700
I could've used you 12 hours ago
when I first lost the suit.
306
00:14:18,790 --> 00:14:20,200
Where's he headed?
307
00:14:20,290 --> 00:14:24,040
Uh, he's headed to Liberty Island.
308
00:14:24,120 --> 00:14:25,370
Great.
309
00:14:25,450 --> 00:14:26,450
Yeah.
310
00:14:26,540 --> 00:14:28,750
But what's not so great is what he stole.
311
00:14:28,830 --> 00:14:31,410
I just ran an inventory
of the chemicals in the lab,
312
00:14:31,500 --> 00:14:33,790
and a number of toxic dioxins are missing.
313
00:14:33,870 --> 00:14:34,870
Thanks, Harry.
314
00:14:36,000 --> 00:14:38,540
Harry says Stealth Spider
stole a bunch of poisons.
315
00:14:38,620 --> 00:14:41,040
MILES: That could explain
why he stole the Micro-minimizer.
316
00:14:41,120 --> 00:14:44,000
It can convert liquid
into microscopic particles
317
00:14:44,080 --> 00:14:45,950
that enable them to become airborne.
318
00:14:46,620 --> 00:14:47,950
Combined with the deadly toxins,
319
00:14:48,040 --> 00:14:51,160
he could feasibly disperse a poisonous gas
over the entire city.
320
00:14:51,950 --> 00:14:53,540
-[COMMUNICATOR BEEPING]
-It's Harry again.
321
00:14:53,620 --> 00:14:54,660
What else you got for us?
322
00:14:54,750 --> 00:14:57,250
HARRY: Uh, Pete,
what are you talking about?
323
00:14:57,330 --> 00:14:58,700
[SOFTLY]
Ugh, wrong phone.
324
00:14:58,790 --> 00:15:00,370
[NORMAL VOLUME]
Uh, hi, Harry.
325
00:15:00,450 --> 00:15:02,870
I was, uh, just talking to someone else.
326
00:15:02,950 --> 00:15:05,450
Nothing important. How-- How are you?
327
00:15:05,540 --> 00:15:07,120
Not great, to be honest.
328
00:15:07,200 --> 00:15:08,700
But I feel like I've been taking it out
329
00:15:08,790 --> 00:15:11,200
on the wrong people,
which is why I'm calling.
330
00:15:11,290 --> 00:15:13,160
I wanted to say I'm sorry.
331
00:15:13,250 --> 00:15:16,410
For overreacting about your relationship
with Spider-Man.
332
00:15:16,500 --> 00:15:18,290
He saved my life today.
333
00:15:18,370 --> 00:15:22,330
And, well, Gwen helped me realize
that he isn't the enemy.
334
00:15:22,370 --> 00:15:23,500
So I was thinking...
335
00:15:24,200 --> 00:15:26,830
maybe we can be friends again too.
336
00:15:28,620 --> 00:15:30,620
That makes me really happy, Harry.
337
00:15:30,700 --> 00:15:32,910
Me too. I'll call you later.
338
00:15:37,080 --> 00:15:40,000
Sorry. Harry was just telling us
to be careful.
339
00:15:40,620 --> 00:15:43,410
Did he also tell us how to get
to the Statue of Liberty?
340
00:15:43,500 --> 00:15:46,790
I mean, the ferry isn't exactly
the best choice for a sneak attack.
341
00:15:46,870 --> 00:15:48,620
SPIDER-MAN: Oh, we've got a better way.
-No. No!
342
00:15:48,700 --> 00:15:51,200
No, wait! Guys, I'm new at this!
343
00:15:51,290 --> 00:15:53,080
I'm not ready to--
[YELLS]
344
00:15:53,160 --> 00:15:55,290
MILES: Relax. You're safe.
[GWEN SIGHS]
345
00:15:55,370 --> 00:15:58,080
GWEN: I love that you think I'm safe
when a crazy spider person
346
00:15:58,160 --> 00:16:00,870
has escaped with enough chemicals
to poison the city.
347
00:16:00,950 --> 00:16:03,160
SPIDER-MAN: Well, lucky for us,
that crazy spider person
348
00:16:03,250 --> 00:16:05,040
is right up ahead at our 2:00.
349
00:16:07,750 --> 00:16:11,370
If you can get me in closer,
I think I can strike the first blow.
350
00:16:11,450 --> 00:16:12,750
But you don't have web wings.
351
00:16:12,830 --> 00:16:14,250
You sure you're up for this?
352
00:16:14,330 --> 00:16:16,330
My friend Peter Parker has a saying.
353
00:16:16,410 --> 00:16:19,540
"With great power
comes great responsibility."
354
00:16:19,620 --> 00:16:20,950
I think it fits the occasion.
355
00:16:23,700 --> 00:16:25,290
[YELLS]
356
00:16:28,120 --> 00:16:29,120
[BEEPS]
357
00:16:30,040 --> 00:16:31,750
The tanks are on a launch timer.
358
00:16:31,830 --> 00:16:33,330
I'll work on shutting them down.
359
00:16:35,290 --> 00:16:36,750
[YELLS]
360
00:16:37,750 --> 00:16:40,870
[GRUNTS, YELLS]
361
00:16:40,950 --> 00:16:42,370
[GRUNTS]
362
00:16:42,450 --> 00:16:43,660
[GROANS]
363
00:16:43,750 --> 00:16:45,950
-[KEYBOARD CLACKING]
-Oh, come on, Miles.
364
00:16:46,040 --> 00:16:47,700
Treat this like a test.
365
00:16:48,250 --> 00:16:50,160
But if you get it wrong, you don't fail,
366
00:16:50,250 --> 00:16:52,200
you just poison the entire city.
367
00:16:53,830 --> 00:16:54,870
I've got him!
368
00:16:55,700 --> 00:16:56,750
[GRUNTS]
369
00:16:59,910 --> 00:17:02,330
Where is he? Where is he?
370
00:17:03,790 --> 00:17:05,120
Got him!
371
00:17:05,200 --> 00:17:06,660
Here's web in your eye!
372
00:17:14,040 --> 00:17:15,120
[GRUNTS]
373
00:17:15,790 --> 00:17:17,080
I can't stop it.
374
00:17:17,160 --> 00:17:19,450
The timer has multiple layers
of encryption.
375
00:17:19,540 --> 00:17:21,040
We've only got 45 seconds left.
376
00:17:21,120 --> 00:17:22,540
Forty-five seconds?
377
00:17:22,620 --> 00:17:25,000
That should leave me ten whole seconds
for a curtain call.
378
00:17:26,620 --> 00:17:28,330
[GRUNTING]
379
00:17:31,790 --> 00:17:34,870
This looks like
an asymmetrical encryption code. Easy.
380
00:17:38,290 --> 00:17:42,700
Uh-oh. Unless it's merely disguised
as an asymmetrical encryption code.
381
00:17:45,500 --> 00:17:46,870
[GRUNTS]
382
00:17:46,950 --> 00:17:48,080
Aah!
383
00:17:50,000 --> 00:17:51,450
[GRUNTING]
384
00:17:54,290 --> 00:17:55,330
[GRUNTS]
385
00:18:00,250 --> 00:18:01,370
Okay, Gwen.
386
00:18:01,450 --> 00:18:03,410
All the spider powers in the world
aren't gonna help
387
00:18:03,500 --> 00:18:05,450
if your brain can't figure this out.
388
00:18:07,910 --> 00:18:10,500
Let's try a nonsequential algorithm.
389
00:18:20,250 --> 00:18:21,660
COMPUTER:
Launch sequence terminated.
390
00:18:22,750 --> 00:18:23,830
Yes!
391
00:18:23,910 --> 00:18:27,950
Spider-Gwen got me here,
but regular Gwen saves the day!
392
00:18:28,040 --> 00:18:29,290
Whoo-hoo!
393
00:18:38,080 --> 00:18:39,370
I got your back.
394
00:18:39,450 --> 00:18:42,250
Now show this imposter
who the real Spider-Man is!
395
00:18:46,410 --> 00:18:47,500
[GRUNTS]
396
00:18:50,370 --> 00:18:52,370
Game's over, Miss Muffet.
397
00:18:52,450 --> 00:18:53,870
Why'd you call him that?
398
00:18:53,950 --> 00:18:56,200
Because along came a spider,
399
00:18:56,290 --> 00:18:58,160
you've worked alongside her...
400
00:18:59,870 --> 00:19:01,580
[GRUNTING]
401
00:19:02,700 --> 00:19:05,000
...and beat the Stealth Spider away!
402
00:19:05,080 --> 00:19:06,120
Yeah!
403
00:19:06,200 --> 00:19:08,000
Making nursery rhymes cool again.
404
00:19:12,910 --> 00:19:15,370
And now to find out who you really are.
405
00:19:21,660 --> 00:19:23,330
-Ugh!
-Eww!
406
00:19:23,410 --> 00:19:25,160
And that's gonna give me nightmares.
407
00:19:25,250 --> 00:19:28,660
[ROARS]
408
00:19:35,750 --> 00:19:37,700
Uh-oh! He damaged the news copter.
409
00:19:37,790 --> 00:19:40,200
I'm on it! My first copter rescue.
410
00:19:41,910 --> 00:19:44,410
[ALARM BEEPING]
[GASPS]
411
00:19:44,500 --> 00:19:47,160
Hang on, folks! Help has arrived.
412
00:19:48,370 --> 00:19:49,830
[ALL YELL]
413
00:19:50,500 --> 00:19:52,040
[ALL GRUNT]
414
00:19:52,120 --> 00:19:54,160
[THUNDEROUS SPLASH]
415
00:19:55,450 --> 00:19:56,660
SPIDER-MAN:
Great work, you two.
416
00:19:57,330 --> 00:19:58,870
But that monster got away.
417
00:20:04,080 --> 00:20:06,790
I still can't believe
you have spider powers, Gwen.
418
00:20:06,870 --> 00:20:08,620
Wish I was there to see it.
419
00:20:08,700 --> 00:20:10,000
You should've turned on the TV.
420
00:20:10,080 --> 00:20:11,500
It was all over the news.
421
00:20:12,120 --> 00:20:13,120
Really?
422
00:20:13,200 --> 00:20:15,410
So everyone saw Spider-Man and friends
saving the city?
423
00:20:15,500 --> 00:20:18,000
[CHANTING]
Spider-Gwen! Spider-Gwen!
424
00:20:18,080 --> 00:20:23,250
Spider-Gwen! Spider-Gwen!
Spider-Gwen! Spider-Gwen!
425
00:20:23,330 --> 00:20:26,910
Well, they saw someone saving the city.
426
00:20:27,750 --> 00:20:30,620
Tell me again why we keep
our identities a secret.
427
00:20:30,700 --> 00:20:31,700
[SIGHS]
428
00:20:32,750 --> 00:20:34,000
I'm just glad my spider powers
429
00:20:34,080 --> 00:20:36,080
actually helped my relationship
with Harry for a change.
430
00:20:37,290 --> 00:20:39,910
[OVERLAPPING SHOUTING]
Can you sign this for me?
431
00:20:40,000 --> 00:20:44,830
[OVERLAPPING SHOUTING CONTINUES]
[GRATE CLANGING, CREAKING]
432
00:20:44,910 --> 00:20:47,330
Careful! The grate's breaking!
433
00:20:51,330 --> 00:20:52,540
[CROWD GASPING, EXCLAIMING]
434
00:20:52,620 --> 00:20:55,540
[PETER, MILES, GWEN GRUNTING]
435
00:20:55,620 --> 00:20:56,620
-Come on.
-Here.
436
00:20:58,080 --> 00:20:59,080
[GRUNTS]
437
00:20:59,580 --> 00:21:02,540
You just-- But how--?
438
00:21:03,330 --> 00:21:05,660
You're Spider-Man?
439
00:21:08,080 --> 00:21:10,330
No. No, Harry, listen, I--
440
00:21:10,410 --> 00:21:12,660
I must've been exposed
to the spider virus too.
441
00:21:13,540 --> 00:21:16,750
[SIGHS] You were long gone
by the time it exploded.
442
00:21:16,830 --> 00:21:18,660
I can't believe you kept this from me!
443
00:21:23,580 --> 00:21:25,660
[WIND HOWLING]
444
00:21:29,370 --> 00:21:31,370
I think the spider virus is airborne.