1 00:00:08,259 --> 00:00:11,554 Welcome to your lair, Master Planner. 2 00:00:11,721 --> 00:00:13,431 Thank you, Tinkerer. 3 00:00:13,598 --> 00:00:17,519 I still don't get it, doc. Why didn't you break out with Kraven and me? 4 00:00:17,686 --> 00:00:22,774 Electro. Always so charmingly uncomplicated. 5 00:00:22,941 --> 00:00:25,694 When building a secret empire of super-criminals... 6 00:00:26,361 --> 00:00:30,198 ...the safety and obscurity of a hospital bed has its advantages. 7 00:00:30,365 --> 00:00:32,283 Beats prison. 8 00:00:32,450 --> 00:00:33,743 Indeed. 9 00:00:33,910 --> 00:00:36,496 Spider-Man searches for the Master Planner... 10 00:00:36,663 --> 00:00:41,167 ...leaving Octavius free to, well, plan. 11 00:00:41,334 --> 00:00:44,963 And I assume, since you sent my arms to retrieve me... 12 00:00:45,130 --> 00:00:48,091 ...we are finally ready to begin? 13 00:00:48,258 --> 00:00:53,138 Yes. All that remains is calibration and testing. 14 00:00:56,850 --> 00:00:59,018 Peter, so glad you could make it. 15 00:00:59,185 --> 00:01:03,440 Well, you're a hard mentor to say no to, Mr. Osborn. 16 00:01:03,606 --> 00:01:06,818 What teenager doesn't like a little epic destruction now and then? 17 00:01:06,985 --> 00:01:09,320 Once this old tenement comes down... 18 00:01:09,487 --> 00:01:14,159 ...we'll repurpose the property for a sparkling new OsCorp RandD Tower. 19 00:01:14,826 --> 00:01:18,788 Peter, this is Morris Bench, our demolitions expert. 20 00:01:18,955 --> 00:01:20,457 Nice setup. 21 00:01:20,623 --> 00:01:22,667 - Wireless? - Completely. 22 00:01:22,834 --> 00:01:25,336 When we're clear, I remote activate the countdown... 23 00:01:25,503 --> 00:01:30,550 ...and cascading detonations bring the building down in its own footprint. 24 00:01:30,717 --> 00:01:32,719 Excuse me, sir. A word. 25 00:01:32,886 --> 00:01:34,763 It's about Toomes. We've had no luck-- 26 00:01:34,929 --> 00:01:37,807 Peter, go get a good seat for the implosion. 27 00:01:38,349 --> 00:01:39,684 I'll join you shortly. 28 00:01:40,769 --> 00:01:42,353 Sure. 29 00:01:45,190 --> 00:01:47,692 Your operatives scoured the city, but the Vulture is-- 30 00:01:47,859 --> 00:01:49,527 No. No, no, no. 31 00:01:49,694 --> 00:01:50,862 Countdown's activated. 32 00:01:51,029 --> 00:01:52,781 Thirty seconds to implosion. 33 00:01:53,198 --> 00:01:55,784 Shut it down. 34 00:01:55,950 --> 00:01:59,204 I'm trying, but I'm locked out. 35 00:01:59,370 --> 00:02:01,039 We'll never get clear in time. 36 00:02:01,706 --> 00:02:03,041 Who invited Debbie Downer? 37 00:02:07,629 --> 00:02:09,798 - Comfy? - Wait, what about Peter Parker? 38 00:02:09,964 --> 00:02:11,716 Oh, he does care. 39 00:02:11,883 --> 00:02:13,343 Already safe. Your turn. 40 00:02:17,472 --> 00:02:20,141 And I am out of here. 41 00:03:44,809 --> 00:03:46,144 Ta-da. 42 00:03:46,311 --> 00:03:48,313 Well, we tried, Adrian. 43 00:03:48,479 --> 00:03:50,982 Osborn's time will come. 44 00:03:51,149 --> 00:03:52,692 As will Spider-Man's. 45 00:03:52,859 --> 00:03:55,737 Still, you must be pleased with the initial test. 46 00:03:55,904 --> 00:03:57,322 Quite. 47 00:03:57,488 --> 00:04:01,743 Just as my neurotransmitter chip allows me to control my arms... 48 00:04:01,910 --> 00:04:07,290 ...I was able to activate the detonation countdown with a thought. 49 00:04:07,749 --> 00:04:10,793 I didn't like the power fluctuations. I want more in reserve. 50 00:04:10,960 --> 00:04:12,003 Working on it. 51 00:04:12,170 --> 00:04:14,213 A minor problem, Phineas. 52 00:04:14,380 --> 00:04:16,507 You and Adrian have done a commendable job... 53 00:04:16,674 --> 00:04:20,261 ...assembling the technology Mysterio stole for us. 54 00:04:20,428 --> 00:04:22,347 The brainwork was all yours, Otto. 55 00:04:22,513 --> 00:04:25,224 Brainwork, indeed. 56 00:04:25,391 --> 00:04:29,187 My brain now has a working wireless connection... 57 00:04:29,354 --> 00:04:32,774 ...with nearly every computer in the city. 58 00:04:32,941 --> 00:04:35,151 But of course that's only the beginning. 59 00:04:35,318 --> 00:04:40,448 In less than 24 hours, the entire world will be at my mercy. 60 00:04:40,615 --> 00:04:44,827 Just imagine the possibilities. 61 00:04:45,703 --> 00:04:48,039 You two doing anything tonight for New Year's Eve? 62 00:04:48,206 --> 00:04:51,125 - What, like, together? - We hadn't planned-- 63 00:04:51,292 --> 00:04:53,878 Together, separate. Planned, not planned. 64 00:04:54,045 --> 00:04:57,715 You could head to Times Square and see the ball drop. 65 00:04:57,882 --> 00:05:00,051 Well, now that you mention it-- 66 00:05:00,218 --> 00:05:02,637 And get me another muffin. Chocolate. 67 00:05:02,804 --> 00:05:04,180 Sure, Flash. 68 00:05:04,347 --> 00:05:06,057 Coming soon to a theatre near you: 69 00:05:06,224 --> 00:05:09,852 How I Milked My Injury, starring Flash Thompson. 70 00:05:10,019 --> 00:05:13,106 - One-seventeen. - Oh, that's us. 71 00:05:13,731 --> 00:05:15,942 Nice try, Miss Subtle. 72 00:05:16,109 --> 00:05:21,030 But it's hopeless. He's into Liz, not me. 73 00:05:21,197 --> 00:05:23,866 He's just a little confused. 74 00:05:24,033 --> 00:05:26,369 - Hi, Petey. - Hey, Liz. 75 00:05:26,536 --> 00:05:31,124 Okay, a lot confused. Looks like Flash and Liz are getting back together, so-- 76 00:05:31,290 --> 00:05:35,545 - So I get to be runner-up. - No. 77 00:05:35,712 --> 00:05:37,463 I wasn't supposed to say anything... 78 00:05:37,630 --> 00:05:40,508 ...but his aunt told my aunt you're all he thinks about. 79 00:05:40,675 --> 00:05:43,511 That is, when he actually does think. 80 00:05:43,678 --> 00:05:45,346 This isn't my order. 81 00:05:45,513 --> 00:05:49,100 Oh, sorry, sorry. Computer's glitching bigtime. 82 00:05:49,267 --> 00:05:52,186 The chip in this thing's whacked too. 83 00:05:54,939 --> 00:05:57,608 I'm sorry, but I just need to ask everyone to leave. 84 00:05:57,775 --> 00:06:00,028 Target's exiting the coffee shop. 85 00:06:00,194 --> 00:06:03,448 So thoughtful of you to have GPS in your cell phone. 86 00:06:03,614 --> 00:06:07,452 Now all that remains is to isolate you... 87 00:06:09,620 --> 00:06:11,789 ...for my boys. 88 00:06:24,218 --> 00:06:26,137 All units, armed robbery in progress. 89 00:06:26,304 --> 00:06:29,724 See Surplus Store, corner of People's Drive and 124th Street. 90 00:06:29,891 --> 00:06:31,225 Dispatch, confirm. 91 00:06:31,392 --> 00:06:34,645 You want Midtown units all the way up at 124th? 92 00:06:34,812 --> 00:06:37,398 That's what my screen says. 93 00:06:45,865 --> 00:06:50,244 And now, cue the chaos. 94 00:07:03,925 --> 00:07:06,010 - Is anyone hurt? - I can't tell yet. 95 00:07:07,845 --> 00:07:09,972 Move, nerdette. 96 00:07:30,618 --> 00:07:32,245 No. 97 00:07:38,876 --> 00:07:40,962 Package delivered. Go. 98 00:07:43,506 --> 00:07:46,342 Vulture's long gone. But there's Electro's van. 99 00:07:47,343 --> 00:07:49,470 If I didn't need him to lead me to Gwen... 100 00:07:50,972 --> 00:07:53,391 Nothing but greens. Thanks, doc. 101 00:07:53,558 --> 00:07:55,726 I'm afraid you're not home free yet. 102 00:07:55,893 --> 00:07:58,980 The cursed arachnid is on your tail. 103 00:07:59,147 --> 00:08:00,606 Not a problem. We'll ditch him. 104 00:08:00,773 --> 00:08:02,692 Eat lightning, Spider-Man. 105 00:08:07,405 --> 00:08:11,075 So much for quietly following them to the Vulture's nest. 106 00:08:28,509 --> 00:08:30,344 Where'd he go? 107 00:08:39,353 --> 00:08:43,065 Master Planner, our guest has arrived. 108 00:08:43,232 --> 00:08:46,444 And she's kindly lent us her phone. 109 00:08:49,530 --> 00:08:53,075 - Hey, Gwen. - No, not Gwen, Captain Stacy. 110 00:08:53,242 --> 00:08:56,412 It seems you need help keeping track of your daughter. 111 00:08:56,579 --> 00:08:58,915 Teenagers can be such a bother. 112 00:08:59,081 --> 00:09:01,626 Who is this? How did you get Gwen's phone? 113 00:09:01,792 --> 00:09:04,128 Oh, call me Master Planner. 114 00:09:04,295 --> 00:09:07,131 As for the phone, why, from Miss Stacy, of course. 115 00:09:07,298 --> 00:09:09,759 From Gwen? Where is she? 116 00:09:10,301 --> 00:09:11,802 Dad? 117 00:09:14,430 --> 00:09:16,641 Dad. Dad, Dad, Dad, help me, I'm-- 118 00:09:16,807 --> 00:09:18,809 - l'm-- - That's quite enough, I think. 119 00:09:18,976 --> 00:09:21,103 Gwen? Gwen? Put her back on. 120 00:09:21,270 --> 00:09:25,149 Don't bother checking her GPS on your computer. It's disabled. 121 00:09:25,316 --> 00:09:28,653 And don't call for help. Trust me, I'll know. 122 00:09:28,819 --> 00:09:31,447 Listen, creep, if you touch her, I'll-- 123 00:09:31,614 --> 00:09:35,326 Let's dispense with the ugly what-ifs and get to the business at hand. 124 00:09:37,036 --> 00:09:38,996 What do you want'? 125 00:09:40,331 --> 00:09:45,336 The global portal codes stored at Homeland Security's New York HQ. 126 00:09:45,503 --> 00:09:46,545 Forget it. 127 00:09:46,712 --> 00:09:50,007 Those would give you access to every government computer in the U.S. 128 00:09:50,174 --> 00:09:52,009 - Maybe the-- - The world? Yes. 129 00:09:52,510 --> 00:09:54,512 And you will provide them. 130 00:09:54,679 --> 00:09:57,515 Look, it's impossible. I attend briefings at Home Sec. 131 00:09:57,682 --> 00:09:59,517 But I don't have clearance for the codes. 132 00:09:59,684 --> 00:10:04,605 - I couldn't get them if I wanted to. - Oh, I think you could. With a little help. 133 00:10:04,772 --> 00:10:06,983 And the proper motivation. 134 00:10:13,739 --> 00:10:17,702 Vulture's gone, Electro's gone. But you'll tell me where to find the girl. 135 00:10:17,868 --> 00:10:19,787 Or else what, boy scout? 136 00:10:19,954 --> 00:10:22,832 We both know the hero won't do anything rash. 137 00:10:23,457 --> 00:10:25,001 He called my bluff. 138 00:10:25,167 --> 00:10:26,877 So I'll have to bluff better. 139 00:10:33,384 --> 00:10:36,220 See? See? I knew you wouldn't really let me fall. 140 00:10:47,356 --> 00:10:48,691 That's strike two. 141 00:10:48,858 --> 00:10:52,903 - Care to try for--? - Okay, okay, I'll talk. 142 00:10:57,658 --> 00:10:59,994 Nice and easy, captain. 143 00:11:00,161 --> 00:11:03,331 Why do you need this guy? With your brain, you can hack in anyplace. 144 00:11:03,497 --> 00:11:05,249 I appreciate the vote of confidence... 145 00:11:05,416 --> 00:11:08,336 ...but the codes are kept in an isolated system. 146 00:11:08,502 --> 00:11:12,214 I've no means of access without his help. 147 00:11:12,381 --> 00:11:14,175 Excellent, captain. 148 00:11:14,342 --> 00:11:17,511 Your daughter's halfway home. 149 00:11:17,678 --> 00:11:20,097 The secret entrance to the Master Planner's lair. 150 00:11:20,264 --> 00:11:23,392 But since there's no way I'm getting in the front door... 151 00:11:27,104 --> 00:11:30,775 I so need to invest in a spider-themed wetsuit. 152 00:11:38,407 --> 00:11:40,451 I'm somewhat occupied at the moment. 153 00:11:40,618 --> 00:11:42,161 I'm on it. 154 00:11:42,328 --> 00:11:46,582 By now, captain, you'll have reached their monitor room. 155 00:11:46,749 --> 00:11:48,292 Agent Wade, Agent Briggs. 156 00:11:49,460 --> 00:11:50,753 Monitor duty? 157 00:11:50,920 --> 00:11:52,630 Drew the short straw, huh? 158 00:11:52,797 --> 00:11:56,425 Yeah. Dullest detail in the FBI. 159 00:11:58,928 --> 00:12:04,100 Let's find out just how secure the Homeland is. 160 00:12:08,479 --> 00:12:10,981 - I'll call it in. - This is a federal facility, Stacy. 161 00:12:11,148 --> 00:12:12,983 We'll handle this. Wade, go. 162 00:12:13,150 --> 00:12:15,903 All security personnel, facility under external attack. 163 00:12:16,070 --> 00:12:18,406 External attack, indeed. 164 00:12:18,572 --> 00:12:21,325 Squad one to the roof, squad two, the street. Move. 165 00:12:24,036 --> 00:12:25,955 Nice downloading, captain. 166 00:12:26,122 --> 00:12:29,917 That virus has given me access to all Home Sec systems... 167 00:12:30,084 --> 00:12:34,213 ...except the proprietary mainframe containing the portal codes. 168 00:12:34,380 --> 00:12:36,841 But I've increased your security clearance. 169 00:12:37,007 --> 00:12:38,801 You may proceed. 170 00:12:48,102 --> 00:12:51,439 Look, Stacy, maybe I picked the wrong time to get territorial. 171 00:12:59,447 --> 00:13:02,032 - Spider-Man. - Don't worry, G-- Girlie. 172 00:13:02,199 --> 00:13:03,451 I'll have you out soon. 173 00:13:03,617 --> 00:13:06,328 - You're finished, web-freak. - Look out. 174 00:13:06,495 --> 00:13:08,497 No! Let go of the bars. 175 00:13:09,999 --> 00:13:11,792 No! 176 00:13:17,840 --> 00:13:23,053 Electro, take this conflict elsewhere. 177 00:13:23,220 --> 00:13:24,555 Sure thing, M.P. 178 00:13:24,722 --> 00:13:28,058 So the Master Planner doesn't want all this tech damaged. 179 00:13:28,642 --> 00:13:30,561 Max, don't tell me you're scared... 180 00:13:30,728 --> 00:13:32,855 ...of a second-rate schemer with a funny voice. 181 00:13:33,022 --> 00:13:35,900 First, I'm not scared of nothing. 182 00:13:38,235 --> 00:13:41,739 Second, Master Planner ain't second-rate nothing. 183 00:13:44,742 --> 00:13:49,663 And third, don't call me Max, or I'll fry you into nothing. 184 00:13:52,958 --> 00:13:54,585 Electro, stand down. 185 00:13:57,254 --> 00:14:01,342 Retinal scan recognizes Stacy, comma, George. 186 00:14:01,509 --> 00:14:02,676 Clearance confirmed. 187 00:14:04,303 --> 00:14:06,180 Max. Maxie. 188 00:14:06,347 --> 00:14:08,724 Maximilian. Maximum. 189 00:14:08,891 --> 00:14:11,101 Shut up, shut up. Shut up! 190 00:14:21,111 --> 00:14:24,448 That's for Zapping Gwen, twice. 191 00:14:25,449 --> 00:14:27,451 Nice uploading, captain. 192 00:14:27,618 --> 00:14:31,455 Now insert that drive into any other computer. 193 00:14:31,622 --> 00:14:34,792 I'll have my codes, you'll get your daughter. 194 00:14:37,795 --> 00:14:39,171 I wanna talk to Gwen. 195 00:14:39,338 --> 00:14:43,133 This is no time to test me, captain. 196 00:14:46,470 --> 00:14:47,680 Stow the threats. 197 00:14:47,846 --> 00:14:50,432 I'm not doing anything more until I know she's okay. 198 00:14:50,599 --> 00:14:52,142 Miss Stacy's resting at-- 199 00:14:52,309 --> 00:14:54,979 I talk to her, or you get nothing. 200 00:14:55,145 --> 00:14:56,438 Fine. 201 00:15:02,987 --> 00:15:05,573 Great. Even the walls have arms. 202 00:15:05,739 --> 00:15:07,408 But at least one mystery's solved. 203 00:15:07,575 --> 00:15:11,412 Hey, Master Planner, some secret-identity advice from an expert: 204 00:15:11,579 --> 00:15:14,748 Don't sign your work, Doctor Octopus. 205 00:15:14,915 --> 00:15:19,086 Yes, Spider-Man, it's spectacularly clever of you... 206 00:15:19,253 --> 00:15:23,591 ...to have guessed the truth after I revealed it. 207 00:15:26,677 --> 00:15:28,762 Yo, if you're gonna dance with my date... 208 00:15:28,929 --> 00:15:31,015 ...then I'm totally dancing with yours. 209 00:15:42,151 --> 00:15:44,028 Bingo. 210 00:15:50,117 --> 00:15:52,286 Okay, that was almost worth it. 211 00:15:53,746 --> 00:15:56,457 If you want something done right... 212 00:16:07,760 --> 00:16:09,803 I thought the arms race was over. 213 00:16:09,970 --> 00:16:14,308 Oh, I've still got a few up my sleeves. 214 00:17:03,691 --> 00:17:07,194 Without server to route signals... 215 00:17:07,361 --> 00:17:08,862 ...it's too much. 216 00:17:09,029 --> 00:17:10,114 Too much. 217 00:17:15,202 --> 00:17:19,373 Must destroy connection. 218 00:17:29,049 --> 00:17:31,802 Congratulations, arachnid. 219 00:17:31,969 --> 00:17:37,725 My lair, my master plan, all ruined. 220 00:17:37,891 --> 00:17:40,144 Thanks. I specialize in foiling. 221 00:17:40,310 --> 00:17:42,813 Only one option remains. 222 00:17:52,531 --> 00:17:55,242 Farewell, Spider-Man. 223 00:17:57,411 --> 00:18:00,247 Enjoy your tomb. 224 00:18:33,113 --> 00:18:35,657 Can't budge it. 225 00:18:37,242 --> 00:18:39,161 So cold. 226 00:18:39,328 --> 00:18:42,164 Muscles stiff, numb. 227 00:18:42,331 --> 00:18:43,499 This is it. 228 00:18:44,124 --> 00:18:46,293 Fought the good fight. 229 00:18:47,044 --> 00:18:50,047 Did my best. Even foiled Doc's plan. 230 00:18:50,714 --> 00:18:52,549 No one could ask any more of me. 231 00:18:56,303 --> 00:18:58,514 What am I doing? I can't give up. 232 00:18:58,680 --> 00:19:00,474 Not with Gwen depending on me. 233 00:19:20,953 --> 00:19:22,496 Cold. It's cold. 234 00:19:22,663 --> 00:19:26,291 It'll get colder if we don't get out of here. Hold on. 235 00:19:31,421 --> 00:19:33,257 What about him? 236 00:19:36,260 --> 00:19:39,263 So gonna hurt me more than it hurts you. 237 00:19:43,475 --> 00:19:44,935 Called that right. 238 00:19:46,979 --> 00:19:48,105 Don't touch him. 239 00:19:48,272 --> 00:19:49,606 He's still juiced. 240 00:20:22,848 --> 00:20:24,933 Abort mission. 241 00:20:25,100 --> 00:20:27,269 Understood. 242 00:20:29,146 --> 00:20:32,482 Planner? Planner, are you there? 243 00:20:32,649 --> 00:20:34,234 - Listen, Planner-- - Dad, it's me. 244 00:20:34,401 --> 00:20:35,819 - Gwen'? - I'm okay, Daddy. 245 00:20:35,986 --> 00:20:37,654 Spider-Man saved me. 246 00:20:37,821 --> 00:20:39,990 - Are you--? - I'm fine, honey. 247 00:20:40,157 --> 00:20:42,659 Just fine. Now. 248 00:20:49,541 --> 00:20:51,168 One minute to midnight. 249 00:20:53,128 --> 00:20:55,422 I'm gonna try her again. 250 00:20:56,298 --> 00:20:59,468 I'm sure Gwen appreciates your perseverance. 251 00:21:02,179 --> 00:21:05,474 - Hello? - Hi, Captain Stacy. 252 00:21:05,641 --> 00:21:07,768 It's Pete again. Peter Parker. 253 00:21:07,935 --> 00:21:09,686 Yeah, I know who you are, Pete. 254 00:21:09,853 --> 00:21:12,105 But I've told you, Gwen's been through a lot and-- 255 00:21:12,272 --> 00:21:14,024 Dad. Is that my phone? 256 00:21:14,191 --> 00:21:16,610 Not tonight, it isn't. 257 00:21:16,777 --> 00:21:20,155 Don't you give me that look, Gwendolyn Stacy. 258 00:21:20,489 --> 00:21:22,699 Now, who could that be? Peter? 259 00:21:25,035 --> 00:21:27,371 - Hi, Petey. - Liz, what are you--? 260 00:21:27,537 --> 00:21:29,665 I mean, it's almost midnight. 261 00:21:29,831 --> 00:21:32,459 - Shouldn't you be with Flash? - Ten, nine, eight... 262 00:21:32,626 --> 00:21:38,465 Thing is, I'll always care about Flash, but tonight I told him it's over. 263 00:21:38,632 --> 00:21:40,550 Really, really over. 264 00:21:40,717 --> 00:21:43,428 See, I wanna be with you. 265 00:21:43,595 --> 00:21:45,138 --zero. 266 00:21:45,305 --> 00:21:48,392 Happy New Year! 267 00:21:50,727 --> 00:21:53,230 Happy New Year, Petey. 268 00:21:55,857 --> 00:21:57,442 Hello? 269 00:21:58,110 --> 00:22:00,195 Anyone there?