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1
00:00:01,668 --> 00:00:03,879
When life as Peter Parkerstresses me out,
2
00:00:03,879 --> 00:00:05,172
which is pretty much always,
3
00:00:05,172 --> 00:00:07,007
sometimes being SpiderâMan
4
00:00:07,007 --> 00:00:09,092
is just what I needto lift my spirits.
5
00:00:09,092 --> 00:00:10,969
There he is,
that menace.
6
00:00:10,969 --> 00:00:12,554
Is he really that bad?
7
00:00:12,554 --> 00:00:14,097
Haven't you seen
the Daily Bugle?
8
00:00:14,097 --> 00:00:16,099
He's dangerous, reckless.
9
00:00:17,309 --> 00:00:20,187
And sometimes not so much.
10
00:00:20,187 --> 00:00:22,814
[Jameson]Look how much damageSpiderâMan has caused!
11
00:00:22,814 --> 00:00:25,734
He calls himself a hero?I only see a menace.
12
00:00:25,734 --> 00:00:28,487
Not only is J. Jonah Jameson
at the Daily Bugle
13
00:00:28,487 --> 00:00:30,155
making me look bad,
14
00:00:30,155 --> 00:00:31,615
I'm the genius
who sold him that footage
15
00:00:31,615 --> 00:00:32,950
for tuition money.
16
00:00:32,950 --> 00:00:34,618
Time to get some video
17
00:00:34,618 --> 00:00:37,412
that'll be impossible
for J. J. J. to use against me.
18
00:00:37,412 --> 00:00:40,707
Hero time USA.
19
00:00:40,707 --> 00:00:42,251
Stopping jewelry thievesââ
Whoa!
20
00:00:42,251 --> 00:00:43,961
Crime Fighting 101.
21
00:00:43,961 --> 00:00:47,506
Cut! Who let this clown
on set?
22
00:00:47,506 --> 00:00:50,175
My agent will hear about this!
23
00:00:50,175 --> 00:00:51,468
I'm gonna say it!
I'm gonna say it!
24
00:00:51,468 --> 00:00:54,972
Saving this building
is dynamite! Hah!
25
00:00:57,766 --> 00:01:00,143
Oh, great. It only
took me three hours
26
00:01:00,143 --> 00:01:01,770
to do the wiring
on that TNT
27
00:01:01,770 --> 00:01:03,605
for tomorrow's
controlled demolition.
28
00:01:03,605 --> 00:01:05,816
But I love starting over.
29
00:01:05,816 --> 00:01:07,776
That did not
sound sincere.
30
00:01:07,776 --> 00:01:10,988
[sighs] "Delete" button,
you're my new best friend.
31
00:01:10,988 --> 00:01:12,990
I should have had this
camera drone last year,
32
00:01:12,990 --> 00:01:14,157
back in my glory days,
33
00:01:14,157 --> 00:01:15,826
when everyone thought
I was the hero
34
00:01:15,826 --> 00:01:18,203
and Doc Ockââ Huh?ââ
was the villain?
35
00:01:25,252 --> 00:01:28,171
Hey, Otto. Aren't you supposed
to be a good guy now?
36
00:01:28,171 --> 00:01:31,008
Because here's the thing.
Good guys don't rob banks.
37
00:01:31,008 --> 00:01:32,968
Wait. Hold on.
Who are you?
38
00:01:32,968 --> 00:01:34,803
You're not Doc Ock.
39
00:01:34,803 --> 00:01:36,680
Oh, I know I'm not,
40
00:01:36,680 --> 00:01:39,808
because Octavius
is sheer perfection.
41
00:01:39,808 --> 00:01:43,020
I only dream of achieving
a fraction of his glory.
42
00:01:44,479 --> 00:01:46,648
Okay. Those are the two
craziest sentences
43
00:01:46,648 --> 00:01:48,066
I've ever heard.
44
00:01:48,066 --> 00:01:49,985
But my hero will be so proud
45
00:01:49,985 --> 00:01:53,030
if I eliminate
his peskiest problem.
46
00:01:54,614 --> 00:01:56,241
His personality?
47
00:01:56,241 --> 00:01:57,451
Oh, wait.
48
00:01:58,577 --> 00:02:00,120
You mean me!
49
00:02:13,175 --> 00:02:14,259
Hey!
50
00:02:14,259 --> 00:02:16,136
We just met.
51
00:02:16,136 --> 00:02:17,137
Has no one ever taught you
52
00:02:17,137 --> 00:02:19,056
the importance
of a first impression?
53
00:02:20,557 --> 00:02:21,642
[grunts]
54
00:02:21,642 --> 00:02:23,935
Octavius is the only person
55
00:02:23,935 --> 00:02:25,687
I care about impressing.
56
00:02:25,687 --> 00:02:27,773
And I can't think
of a better way to do that
57
00:02:27,773 --> 00:02:30,025
than by destroying you!
58
00:02:31,026 --> 00:02:32,569
Buy him a gift!
59
00:02:32,569 --> 00:02:33,695
New test tubes,
60
00:02:33,695 --> 00:02:35,238
a better sense of style. Whoa!
61
00:02:39,076 --> 00:02:40,077
[grunts]
62
00:02:40,077 --> 00:02:41,078
Whoa!
63
00:02:46,041 --> 00:02:48,085
Oh! That was so easy.
64
00:02:48,085 --> 00:02:49,127
Yay me.
65
00:02:50,212 --> 00:02:52,255
First,
SpiderâMan is defeated.
66
00:02:52,255 --> 00:02:54,841
Now I get the secret
to unlimited power!
67
00:02:54,841 --> 00:02:56,968
Oh, I knew
I'd be a natural at this.
68
00:03:02,224 --> 00:03:05,143
Money? This is not
what I want!
69
00:03:06,812 --> 00:03:10,023
Thenââ news flashââ
you shouldn't
have robbed a bank.
70
00:03:10,023 --> 00:03:12,192
The transfer orders I hacked
71
00:03:12,192 --> 00:03:14,778
say the crystals won't be
moved until tomorrow.
72
00:03:14,778 --> 00:03:16,029
Wait.
73
00:03:16,029 --> 00:03:19,741
Oh, no.
I have the dates wrong.
74
00:03:19,741 --> 00:03:22,452
Oh! So humiliating.
75
00:03:22,452 --> 00:03:25,664
You misâscheduled
your evil master plan?
76
00:03:25,664 --> 00:03:27,582
I'm a very busy person, okay?
77
00:03:27,582 --> 00:03:29,209
And it's tough
to keep track of things.
78
00:03:29,209 --> 00:03:30,961
Is this your first day
on the job?
79
00:03:30,961 --> 00:03:33,630
Don't insult me!
It's my second.
80
00:03:33,630 --> 00:03:35,799
Now get over here
so I can hit you!
81
00:03:35,799 --> 00:03:37,342
[grunts]
That's not how this works.
82
00:03:37,342 --> 00:03:39,970
Have you ever read
your super villain manual,
83
00:03:39,970 --> 00:03:41,054
DocâNotâOck?
84
00:03:41,054 --> 00:03:42,931
Hey, what should we call you?
85
00:03:42,931 --> 00:03:44,015
Professor Tentacle?
86
00:03:44,015 --> 00:03:46,017
Oh!
Lab Assistant Lotsa Limbs.
87
00:03:46,017 --> 00:03:47,769
Whatever you're doing, stop!
88
00:03:47,769 --> 00:03:49,438
Oh! Delightful.
89
00:03:49,438 --> 00:03:52,149
[singsong]
Your timing could not
be more perfect.
90
00:03:52,149 --> 00:03:53,108
[yells]
91
00:03:53,108 --> 00:03:55,402
Uhh! Yaah!
Huhh!
92
00:03:58,780 --> 00:03:59,948
She's gone.
93
00:03:59,948 --> 00:04:02,033
Is that Doc Ock's girlfriend?
94
00:04:02,033 --> 00:04:04,327
Maybe it was
just his sister.
95
00:04:04,327 --> 00:04:05,829
No clue who she was,
96
00:04:05,829 --> 00:04:07,831
but she was looking
for some kind of crystals.
97
00:04:07,831 --> 00:04:10,167
Sure. That quartz
cluster we had.
98
00:04:10,167 --> 00:04:13,587
Real valuable. But we shipped
it to the docks this morning.
99
00:04:16,298 --> 00:04:20,177
Epic! No way J. J. J. can use
this to make me look bad.
100
00:04:22,637 --> 00:04:24,097
[Jameson]First he gets beaten.
101
00:04:24,097 --> 00:04:25,724
Then he can't evenhelp the guards.
102
00:04:25,724 --> 00:04:27,309
Who is thisincompetent buffoon,
103
00:04:27,309 --> 00:04:29,060
and why isn't hebeing arrested?
104
00:04:29,060 --> 00:04:30,854
[chatter, snickering]
[girl scoffs]
105
00:04:30,854 --> 00:04:32,647
SpiderâMan should've just
let those guards handle it.
106
00:04:32,647 --> 00:04:34,107
[girl #2]
Seriously.
107
00:04:34,107 --> 00:04:36,193
At least they're trained
to protect people.
108
00:04:36,193 --> 00:04:39,821
[sighs]
How can J. J. J.
keep doing this?
109
00:04:39,821 --> 00:04:41,406
Come on, Pete.
Huh?
110
00:04:41,406 --> 00:04:43,283
We don't want to be late
to Dr. Octavius' class.
111
00:04:43,283 --> 00:04:45,035
He's gonna pick
the project leaders
112
00:04:45,035 --> 00:04:46,161
for the NeuroâCortex.
113
00:04:46,161 --> 00:04:48,038
Speaking of Ock,
114
00:04:48,038 --> 00:04:50,123
you'll never believe
what I came across
last night.
115
00:04:50,123 --> 00:04:53,460
It was aââ
A woman using
octopus arms?
116
00:04:53,460 --> 00:04:56,296
Yeah. Sure seemed
like your kind of gear.
117
00:04:56,296 --> 00:04:58,298
Mine? No, no.
118
00:04:58,298 --> 00:05:00,926
That tech is clearly
an inferior knockoff.
119
00:05:00,926 --> 00:05:02,803
Look at theââ Oh.
120
00:05:02,803 --> 00:05:05,055
Wait. I recognize her.
121
00:05:05,055 --> 00:05:06,473
Carolyn Trainer.
122
00:05:06,473 --> 00:05:08,058
She was in the cell
next to mine
123
00:05:08,058 --> 00:05:10,477
when I was being
criminally rehabilitated.
124
00:05:10,477 --> 00:05:12,395
Has she tried
to contact you?
125
00:05:12,395 --> 00:05:13,939
Oh, heavens, no.
126
00:05:13,939 --> 00:05:16,358
Let us just say
I feared her release
127
00:05:16,358 --> 00:05:18,193
would lead to something
like this.
128
00:05:18,193 --> 00:05:19,736
Would it be a problem
129
00:05:19,736 --> 00:05:21,696
if we need to contact you
for more information?
130
00:05:21,696 --> 00:05:22,989
Of course not.
131
00:05:22,989 --> 00:05:24,950
I hope you can help
that poor woman
132
00:05:24,950 --> 00:05:26,952
and keep her very far
away from me.
133
00:05:26,952 --> 00:05:29,287
I am working diligently
to start a new life,
134
00:05:29,287 --> 00:05:31,331
and do not need
hangersâon.
[bell rings]
135
00:05:31,331 --> 00:05:34,042
Uh, are we sure
that isn't an Ock clone
136
00:05:34,042 --> 00:05:35,961
with all the Ock removed?
137
00:05:35,961 --> 00:05:39,172
He's taking this
"turning over a new leaf"
thing very seriously.
138
00:05:39,172 --> 00:05:41,174
I'm surprised he hasn't
started opening classes
139
00:05:41,174 --> 00:05:42,717
with group hugs.
140
00:05:44,386 --> 00:05:46,763
I'd like to begin
today's lecture
141
00:05:46,763 --> 00:05:48,557
with a group hug.
142
00:05:48,557 --> 00:05:50,600
[students laugh]
143
00:05:50,600 --> 00:05:52,060
You're probably wondering
144
00:05:52,060 --> 00:05:55,313
why I'm trying this
looser lecture format.
145
00:05:55,313 --> 00:05:57,691
Well, in order
to properly grasp
146
00:05:57,691 --> 00:05:59,776
the science
behind the NeuroâCortex,
147
00:05:59,776 --> 00:06:03,488
I've designed our classroom
to be more spontaneous
148
00:06:03,488 --> 00:06:05,407
and random.
149
00:06:05,407 --> 00:06:07,033
Mr. Octavius?
150
00:06:07,033 --> 00:06:08,285
Call me Otto.
151
00:06:08,285 --> 00:06:10,203
And there is no need
to raise your hand.
152
00:06:10,203 --> 00:06:11,413
Just speak out.
153
00:06:11,413 --> 00:06:13,206
Um, Otto,
154
00:06:13,206 --> 00:06:14,916
sitting on the floor
doesn't seem
155
00:06:14,916 --> 00:06:16,877
like what professional
scientists would do.
156
00:06:16,877 --> 00:06:20,046
True, Anya, but our goal
is to break the mold.
157
00:06:20,046 --> 00:06:24,009
This format is a mirror
to how the human mind
itself operates.
158
00:06:24,009 --> 00:06:26,469
But you had the courage
to question me.
159
00:06:26,469 --> 00:06:28,346
Good.
That's one of the reasons
160
00:06:28,346 --> 00:06:30,390
I'm picking you
to be one of the leaders
161
00:06:30,390 --> 00:06:33,101
of our three NeuroâCortex
development teams,
162
00:06:33,101 --> 00:06:34,853
along with Gwen and Miles.
163
00:06:34,853 --> 00:06:36,771
Our first meeting
is this evening.
164
00:06:36,771 --> 00:06:38,607
Of course,
there will be a chance
165
00:06:38,607 --> 00:06:41,568
for everyone to contribute
to the NeuroâCortex.
166
00:06:41,568 --> 00:06:44,195
My intention
is for all students,
167
00:06:44,195 --> 00:06:46,281
no matter their skill level,
168
00:06:46,281 --> 00:06:47,657
to feel involved.
169
00:06:49,075 --> 00:06:51,411
A development leader
for the NeuroâCortex?
170
00:06:51,411 --> 00:06:53,038
This is huge.
171
00:06:53,038 --> 00:06:55,290
This could set me on track
for top colleges.
172
00:06:55,290 --> 00:06:56,625
I'm thrilled for you.
173
00:06:56,625 --> 00:06:58,251
Oh.
174
00:06:58,251 --> 00:06:59,961
Sorry, Pete.
175
00:06:59,961 --> 00:07:01,338
I wish
you got picked, too.
176
00:07:01,338 --> 00:07:02,672
We'd have a blast.
177
00:07:02,672 --> 00:07:04,299
I can't blame Ock.
178
00:07:04,299 --> 00:07:07,052
I haven't been focusing
on school like I should.
179
00:07:07,052 --> 00:07:08,511
All I was thinking about
during class
180
00:07:08,511 --> 00:07:10,138
was finding Carolyn Trainer.
181
00:07:10,138 --> 00:07:13,475
You got to find a better
schoolâlife balance, buddy.
182
00:07:13,475 --> 00:07:16,102
Tell you what. After
the NeuroâCortex meeting,
183
00:07:16,102 --> 00:07:17,354
I'll help you
track her down.
184
00:07:17,354 --> 00:07:19,272
Deal?
Deal.
185
00:07:19,272 --> 00:07:21,191
Thanks, Miles.
186
00:07:21,191 --> 00:07:22,525
[Peter]
Can we talk, Mr. Jameson?
187
00:07:22,525 --> 00:07:24,069
In 11 seconds, kid.
188
00:07:24,069 --> 00:07:26,571
The footage I gave you
of SpiderâMan.
189
00:07:26,571 --> 00:07:28,073
You're not being
truthful with it.
190
00:07:28,073 --> 00:07:29,074
He's a hero.
191
00:07:29,074 --> 00:07:30,575
You see a hero,
192
00:07:30,575 --> 00:07:33,119
I see a masked vigilante
with no skills,
193
00:07:33,119 --> 00:07:34,079
who doesn't
answer to anyone.
194
00:07:34,079 --> 00:07:36,164
Iron Man, Captain Americaââ
195
00:07:36,164 --> 00:07:38,083
now, those are real heroes.
196
00:07:38,083 --> 00:07:40,126
We know their names.
We know where they live.
197
00:07:40,126 --> 00:07:41,711
Why does SpiderâMan
wear a mask?
198
00:07:41,711 --> 00:07:43,171
Who is he? What's he hiding?
199
00:07:43,171 --> 00:07:44,506
Maybe he's aââ
200
00:07:44,506 --> 00:07:47,092
well, trying to protect
his family or something.
201
00:07:47,092 --> 00:07:48,343
Weak excuse.
202
00:07:48,343 --> 00:07:50,095
The public needs
to wake up to the truth
203
00:07:50,095 --> 00:07:51,930
about this costumed menace,
204
00:07:51,930 --> 00:07:54,349
and I'm just the man
to make that happen.
205
00:07:54,349 --> 00:07:56,101
Then...
206
00:07:56,101 --> 00:07:57,977
I can't sell you
any more footage.
207
00:07:57,977 --> 00:07:59,729
Ha. Your choice, kid.
208
00:07:59,729 --> 00:08:02,023
You don't do it, I'll find
somebody else who will.
209
00:08:02,023 --> 00:08:03,566
You know where the door is.
210
00:08:06,444 --> 00:08:07,529
[SpiderâMan]
Hey, Miles.
211
00:08:07,529 --> 00:08:08,571
I tracked those crystals
212
00:08:08,571 --> 00:08:09,572
Carolyn Trainer was looking for
213
00:08:09,572 --> 00:08:11,199
to a warehouse by the river.
214
00:08:11,199 --> 00:08:13,159
But I've been
staking it out for hours,
215
00:08:13,159 --> 00:08:14,202
and she's a noâshow.
216
00:08:14,202 --> 00:08:15,787
I wouldn't bother coming.
217
00:08:15,787 --> 00:08:17,163
Looks like this is a bust.
218
00:08:18,164 --> 00:08:19,582
Whoa! I lied!
219
00:08:19,582 --> 00:08:22,168
Hello, little bug.
220
00:08:22,168 --> 00:08:24,045
I was hoping
we'd meet again
221
00:08:24,045 --> 00:08:28,508
so I could make you
pay for your crimes
against Ock's genius!
222
00:08:30,051 --> 00:08:31,928
You have the worst
social skills.
223
00:08:31,928 --> 00:08:34,097
Ahâahâah! Not so.
224
00:08:34,097 --> 00:08:36,808
Look how many friends
I've made.
225
00:08:36,808 --> 00:08:39,102
Okay, I admit
I made them in my workshop,
226
00:08:39,102 --> 00:08:41,146
but that still counts, right?
227
00:08:41,146 --> 00:08:43,314
Octobots, attack!
228
00:08:43,314 --> 00:08:44,983
[grunting]
229
00:08:47,610 --> 00:08:50,989
Ow! Aren't you supposed to keep
dangerous pets on a leash?
230
00:08:50,989 --> 00:08:53,199
Leash these little cuties?
231
00:08:53,199 --> 00:08:55,160
Aw, no way.
232
00:08:55,160 --> 00:08:56,953
And get this.
I programmed them
233
00:08:56,953 --> 00:08:59,080
with Ock's
superior tactics.
234
00:08:59,080 --> 00:09:00,749
[giggles]
It's almost like fighting
235
00:09:00,749 --> 00:09:02,876
with the original
Doc Ock, right?
236
00:09:02,876 --> 00:09:05,503
Only they
aren't constantly talking
about how smart they are.
237
00:09:05,503 --> 00:09:08,089
Ha! Otto does do that.
238
00:09:08,089 --> 00:09:11,634
I love it. He's so
unhindered by modesty.
239
00:09:11,634 --> 00:09:15,221
Play nice while Mommy
acquires the stolen goods.
240
00:09:15,221 --> 00:09:16,514
[SpiderâMan grunting]
241
00:09:19,517 --> 00:09:22,228
Wait.
You guys do teamwork?
242
00:09:22,228 --> 00:09:24,272
That's nothing like
the original Doc Ock!
243
00:09:28,526 --> 00:09:30,695
Oh, my, Octobots.
244
00:09:30,695 --> 00:09:32,864
[grunts]
What big teeth you have.
245
00:09:40,205 --> 00:09:42,040
How about you chew on this?
246
00:09:44,000 --> 00:09:45,710
Face it, webâhead,
247
00:09:45,710 --> 00:09:48,046
now that there's
a whole Ock family,
248
00:09:48,046 --> 00:09:50,256
you're all washed up.
249
00:09:50,256 --> 00:09:52,383
"Washed up"?
What do you mean byââ
250
00:09:52,383 --> 00:09:55,136
Aah!
[grunts]
251
00:09:55,136 --> 00:09:56,888
Whaah!
252
00:09:56,888 --> 00:09:59,265
[laughing]
253
00:10:02,227 --> 00:10:04,813
I am so glad no one
was there to see that.
254
00:10:07,107 --> 00:10:08,108
Ohh.
255
00:10:09,734 --> 00:10:11,528
[sighs] I shouldn't have
told you not to come.
256
00:10:11,528 --> 00:10:13,113
I could have used your help.
257
00:10:13,113 --> 00:10:14,405
Did you get my voice mail?
258
00:10:14,405 --> 00:10:16,407
Uh, no. Sorry.
259
00:10:16,407 --> 00:10:18,034
I just went home
and fell asleep.
260
00:10:18,034 --> 00:10:19,828
Brainstorming
on the NeuroâCortex
261
00:10:19,828 --> 00:10:22,038
was amazing but exhausting.
262
00:10:22,038 --> 00:10:23,498
I barely remember going home.
263
00:10:23,498 --> 00:10:25,625
I woke up in my clothes.
264
00:10:25,625 --> 00:10:26,668
For real?
265
00:10:26,668 --> 00:10:28,586
Ah, don't worry.
I changed.
266
00:10:28,586 --> 00:10:30,296
Uh, not that.
267
00:10:30,296 --> 00:10:32,966
Carolyn Trainer doesn't
have a criminal record,
268
00:10:32,966 --> 00:10:35,927
but Ock said they had
cells next to each other.
269
00:10:35,927 --> 00:10:37,387
Why would she be behind bars?
270
00:10:37,387 --> 00:10:38,847
She's just a researcher
271
00:10:38,847 --> 00:10:41,015
with a PhD
in electrical engineering.
272
00:10:41,015 --> 00:10:43,393
Having very little
common sense
273
00:10:43,393 --> 00:10:46,479
apparently didn't
stop her from getting
an advanced degree.
274
00:10:46,479 --> 00:10:47,981
Another thing about herââ
275
00:10:47,981 --> 00:10:51,317
she buys her Octobot parts
at a hardware store.
276
00:10:51,317 --> 00:10:54,821
I recognize almost all these
components from my projects.
277
00:10:54,821 --> 00:10:57,448
Time for the Spiderâmen
to go to work?
278
00:10:57,448 --> 00:11:02,162
Ah, can't. We have another
NeuroâCortex development
meeting this afternoon.
279
00:11:02,162 --> 00:11:04,205
But call me
if you need help later.
280
00:11:04,205 --> 00:11:05,498
This time I'll pick up.
281
00:11:06,958 --> 00:11:08,751
Pete, can I have a word?
282
00:11:08,751 --> 00:11:10,461
Hey, Max.
283
00:11:10,461 --> 00:11:12,338
Uh,
is the word "tuition"?
284
00:11:12,338 --> 00:11:14,090
Yeah. Sorry.
285
00:11:14,090 --> 00:11:16,259
I've pushed the board
as far as they can go.
286
00:11:16,259 --> 00:11:18,970
If the office doesn't have
a payment by tomorrow,
287
00:11:18,970 --> 00:11:20,889
they will give your spot
here at Horizon
288
00:11:20,889 --> 00:11:22,182
to someone on the wait list.
289
00:11:22,182 --> 00:11:24,934
I understand.
I'll find a way.
290
00:11:27,312 --> 00:11:29,314
Tony Stark had the right idea.
291
00:11:29,314 --> 00:11:32,901
Become a billionaire,
then become a superhero.
292
00:11:32,901 --> 00:11:35,528
But while I'm trying to find
a way to pay for my tuition,
293
00:11:35,528 --> 00:11:38,489
I might as well find
where Carolyn Trainer
buys her spare parts.
294
00:11:39,532 --> 00:11:40,825
But what am I gonna do,
295
00:11:40,825 --> 00:11:42,160
ask the clerks
if they've ever seen
296
00:11:42,160 --> 00:11:45,038
a bizarre customer
with octopus arms?
297
00:11:45,038 --> 00:11:49,209
Wait. A seafood restaurant
next to a hardware store?
298
00:11:49,209 --> 00:11:50,710
No. She wouldn't.
299
00:11:50,710 --> 00:11:52,879
That would be
way too obvious. Right?
300
00:11:55,882 --> 00:11:57,091
[Carolyn grumbles]
301
00:11:57,091 --> 00:11:59,093
What on earth could that
genius be planning,
302
00:11:59,093 --> 00:12:00,803
you guys?
303
00:12:00,803 --> 00:12:03,014
These crystals appear inert.
304
00:12:03,014 --> 00:12:05,433
I don't yet see what he
could possibly need them for.
305
00:12:05,433 --> 00:12:06,976
And I thought
you were kiddingââ
Hmm?
306
00:12:06,976 --> 00:12:08,645
...when you said these things
were your friends.
307
00:12:08,645 --> 00:12:10,063
Ugh. Creepy.
308
00:12:10,063 --> 00:12:12,982
Uhh! Oh, you pest!
309
00:12:12,982 --> 00:12:15,360
Octobots, attack!
310
00:12:18,029 --> 00:12:19,864
Listen, guys, pro tipââ
311
00:12:19,864 --> 00:12:21,574
when I first got
into villain busting,
312
00:12:21,574 --> 00:12:23,910
I was always
way over my head.
Huh?
313
00:12:23,910 --> 00:12:26,371
But now, as an experienced
secondâyear hero,
314
00:12:26,371 --> 00:12:28,039
I've learned
the importance of...
315
00:12:31,626 --> 00:12:32,877
being prepared.
316
00:12:32,877 --> 00:12:35,797
[gasps]
My little Ottos!
317
00:12:35,797 --> 00:12:38,591
What has that maniac
done to you?
318
00:12:38,591 --> 00:12:41,844
You're the one
trying to team up with
a reformed super villain,
319
00:12:41,844 --> 00:12:43,388
but I'm the maniac.
320
00:12:43,388 --> 00:12:46,808
"Reformed"? Ha! As if.
321
00:12:46,808 --> 00:12:50,144
Otto hasn't revealed all
the steps of his plan to me,
322
00:12:50,144 --> 00:12:52,480
but he promised
that if I follow his orders,
323
00:12:52,480 --> 00:12:54,816
we'll rule this city together.
324
00:12:54,816 --> 00:12:55,984
Together.
325
00:12:55,984 --> 00:12:57,694
Have you even met Ock?
326
00:12:57,694 --> 00:13:00,071
Sharing isn't exactly
his strong suit.
327
00:13:00,071 --> 00:13:03,324
Besides, Otto gave your name
to the police.
328
00:13:03,324 --> 00:13:05,368
He's collaborating
with them and not you.
329
00:13:05,368 --> 00:13:07,287
I know that's not true.
330
00:13:07,287 --> 00:13:10,123
Are you suggesting
Otto broke our promise?
331
00:13:10,123 --> 00:13:12,250
Are you calling him a liar?
332
00:13:13,209 --> 00:13:14,627
One of you is lying.
333
00:13:14,627 --> 00:13:16,045
Time to find out which one.
334
00:13:16,045 --> 00:13:18,131
By the way, say hello
to the cops for me.
335
00:13:18,131 --> 00:13:19,465
I'll be sending them
right over.
336
00:13:23,553 --> 00:13:25,930
Fortunately,
it'll be easy to find Ock.
337
00:13:25,930 --> 00:13:29,058
The NeuroâCortex Club
is still in session.
338
00:13:29,058 --> 00:13:31,436
Okay. Creepy much?
339
00:13:31,436 --> 00:13:33,313
Locked door, eerie lighting.
340
00:13:33,313 --> 00:13:35,940
What kind of a school
project meeting is this?
341
00:13:36,983 --> 00:13:38,067
What?
342
00:13:41,988 --> 00:13:45,199
[Doc Ock]I know it might appearfrightening, SpiderâMan,
343
00:13:45,199 --> 00:13:47,785
but that's often what realprogress looks like.
344
00:13:47,785 --> 00:13:51,164
Octavius. What are you doing
to these students?
345
00:13:54,542 --> 00:13:56,878
What I'm doing to them
is irrelevant.
346
00:13:56,878 --> 00:14:01,966
What they are doing for me
will change the world forever.
347
00:14:01,966 --> 00:14:04,427
Your little experiment
ends now.
348
00:14:04,427 --> 00:14:05,845
[grunting]
349
00:14:05,845 --> 00:14:09,557
Whoa!
Do not do that, SpiderâMan!
350
00:14:09,557 --> 00:14:10,975
Wait. How?
351
00:14:10,975 --> 00:14:12,310
I told everyone
352
00:14:12,310 --> 00:14:13,895
the potential
of the NeuroâCortex
353
00:14:13,895 --> 00:14:15,021
was limitless,
354
00:14:15,021 --> 00:14:17,190
and behold, it has enabled me
355
00:14:17,190 --> 00:14:20,068
to unlock the most important
force in the worldââ
356
00:14:20,068 --> 00:14:22,195
my own mind!
357
00:14:23,071 --> 00:14:25,073
Aah!
358
00:14:31,037 --> 00:14:33,122
Didn't know you were
into magic tricks.
359
00:14:36,042 --> 00:14:38,169
How are you doing all this?
Whoa.
360
00:14:40,296 --> 00:14:42,507
Some would call them
telekinetic powersââ
361
00:14:42,507 --> 00:14:44,967
mentally manipulating
quantum entanglement.
362
00:14:44,967 --> 00:14:48,137
Einstein called it
"spooky action at a distance."
363
00:14:48,137 --> 00:14:50,431
But I call it the future!
364
00:14:52,225 --> 00:14:54,560
Not one I want to live in.
365
00:14:54,560 --> 00:14:57,563
Did you know that the neurons
in the human brain
366
00:14:57,563 --> 00:15:00,191
can send dozens
of signals per second?
367
00:15:00,191 --> 00:15:03,486
Oh, yeah? Fascinating,
Dr. Irrelevant.
368
00:15:03,486 --> 00:15:04,487
Point?
369
00:15:05,863 --> 00:15:08,074
Uhh!
You are fast, SpiderâMan,
370
00:15:08,074 --> 00:15:10,243
but not faster
than the speed of thought.
371
00:15:10,243 --> 00:15:12,078
The students' brains
372
00:15:12,078 --> 00:15:14,038
are acting
as parallel processors,
373
00:15:14,038 --> 00:15:17,333
helping the NeuroâCortex
process quantum software
374
00:15:17,333 --> 00:15:21,129
that pushes my genius
to the very limit!
375
00:15:21,129 --> 00:15:24,048
You can't just use
their neural pathways
like computer circuits.
376
00:15:24,048 --> 00:15:25,633
That could fry their minds.
377
00:15:25,633 --> 00:15:27,218
Aah!
[Gwen screaming]
378
00:15:27,218 --> 00:15:30,054
Aah!
A small sacrifice
379
00:15:30,054 --> 00:15:32,890
to take human existence
to the next level.
380
00:15:32,890 --> 00:15:35,935
The physical shall
limit me no longer.
381
00:15:35,935 --> 00:15:37,395
Yaah!
382
00:15:41,440 --> 00:15:43,734
Those arms were fused to you.
383
00:15:43,734 --> 00:15:45,111
They were impossible
to remove.
384
00:15:45,111 --> 00:15:47,321
Nothing is impossible
to me now.
385
00:15:47,321 --> 00:15:49,991
Max Modell, Norman Osbornââ
386
00:15:49,991 --> 00:15:52,702
none of them could see
my true brilliance.
387
00:15:52,702 --> 00:15:55,955
They laughed at me.
Who is laughing now?
388
00:15:55,955 --> 00:15:58,249
Imagine a world
run by my mind.
389
00:15:58,249 --> 00:16:00,376
The perfect world!
390
00:16:00,376 --> 00:16:02,795
You were lying to everybody.
391
00:16:02,795 --> 00:16:06,048
Wait. The wild pack,
Carolyn Trainer.
392
00:16:06,048 --> 00:16:07,967
What about
those stolen crystals?
393
00:16:07,967 --> 00:16:09,302
That was all you?
394
00:16:09,302 --> 00:16:11,679
Hmm. Brilliant, wasn't it?
395
00:16:11,679 --> 00:16:14,182
I played everyone
like chess pieces,
396
00:16:14,182 --> 00:16:16,058
including you.
397
00:16:22,106 --> 00:16:24,692
Carolyn Trainer
was only a tool
398
00:16:24,692 --> 00:16:27,904
keeping you busy while I
reached my true potential.
399
00:16:31,115 --> 00:16:32,325
[grunts]
400
00:16:32,325 --> 00:16:34,285
You used me?
401
00:16:34,285 --> 00:16:36,829
Otto, how could you?
402
00:16:36,829 --> 00:16:38,915
I didn't wind up
in prison by accident.
403
00:16:38,915 --> 00:16:40,208
I hacked the system
404
00:16:40,208 --> 00:16:41,500
and falsified
my own conviction
405
00:16:41,500 --> 00:16:42,585
just to meet you.
406
00:16:42,585 --> 00:16:45,171
You said we would be together!
407
00:16:45,171 --> 00:16:47,798
I did everything
you asked of me!
408
00:16:47,798 --> 00:16:51,552
You served my purpose
for a while, Carolyn.
409
00:16:51,552 --> 00:16:54,680
That is more than most.
Be content with that.
410
00:17:01,020 --> 00:17:03,606
[shouting]
411
00:17:03,606 --> 00:17:04,649
Uhh!
412
00:17:10,196 --> 00:17:11,864
Yaah!
413
00:17:11,864 --> 00:17:12,865
Uhh!
Aah!
414
00:17:21,207 --> 00:17:24,126
Miles.
Tell me you can hear me.
415
00:17:25,419 --> 00:17:27,004
Miles, please.
[grunting]
416
00:17:27,004 --> 00:17:28,172
I need your help!
417
00:17:28,172 --> 00:17:30,341
Gwen! Anya!
418
00:17:30,341 --> 00:17:31,884
Take back control.
419
00:17:31,884 --> 00:17:33,052
You have to fight him.
420
00:17:33,052 --> 00:17:36,013
Aah!
421
00:17:37,557 --> 00:17:39,016
Hah!
422
00:17:39,016 --> 00:17:40,101
Yaah!
423
00:17:43,938 --> 00:17:45,189
What?
424
00:17:45,189 --> 00:17:46,274
Did I do that?
425
00:17:46,274 --> 00:17:47,567
They're fighting back.
426
00:17:47,567 --> 00:17:48,818
[Gwen, Anya, Miles grunting]
427
00:17:48,818 --> 00:17:50,069
Then let's help them.
428
00:17:50,069 --> 00:17:52,071
Now, that's using your brain.
429
00:17:52,071 --> 00:17:54,824
They hit him mentally,
we hit him physically.
430
00:17:54,824 --> 00:17:58,619
How? This is impossible!
431
00:17:58,619 --> 00:18:00,580
Aah!
432
00:18:03,207 --> 00:18:08,129
[slowâmotion screaming]
433
00:18:13,426 --> 00:18:14,552
[man gasps]
434
00:18:16,137 --> 00:18:18,139
This city. Am I right?
435
00:18:19,682 --> 00:18:22,476
They're okay,
just unconscious.
436
00:18:22,476 --> 00:18:24,270
Well, can't say the same
for Otto.
437
00:18:24,270 --> 00:18:27,356
He's alive,
but this is a deep coma.
438
00:18:30,776 --> 00:18:32,653
[siren approaching]
Ohh.
439
00:18:32,653 --> 00:18:35,114
I knew the police
would find me again.
440
00:18:35,114 --> 00:18:38,117
Do you know how hard it was
to escape from them?
441
00:18:38,117 --> 00:18:41,162
No, I don't, but I do know
I couldn't have done this
442
00:18:41,162 --> 00:18:42,747
without your help tonight.
443
00:18:42,747 --> 00:18:44,206
Maybe it's time to admit
444
00:18:44,206 --> 00:18:45,958
you're a terrible
super villain.
445
00:18:47,168 --> 00:18:50,046
Ock was so inspiring.
[sighs]
446
00:18:50,046 --> 00:18:53,549
He made me
feel like I belonged
to something greater.
447
00:18:53,549 --> 00:18:55,718
But it was all a lie.
448
00:18:58,888 --> 00:19:01,432
It's not too late to make
a difference, Carolyn.
449
00:19:01,432 --> 00:19:03,100
If you get a second chance,
450
00:19:03,100 --> 00:19:05,645
don't blow it
like Otto Octavius did.
451
00:19:13,319 --> 00:19:16,155
[groans]
452
00:19:16,155 --> 00:19:18,658
I missed something,
didn't I?
453
00:19:18,658 --> 00:19:20,993
Miles. Pete's been
telling us a story
454
00:19:20,993 --> 00:19:22,536
that's hard to believe.
455
00:19:22,536 --> 00:19:24,413
Doc Ock with
telekinetic powers?
456
00:19:24,413 --> 00:19:25,998
Do you remember
any of this?
457
00:19:25,998 --> 00:19:27,792
No.
458
00:19:27,792 --> 00:19:29,168
I justââ
459
00:19:29,168 --> 00:19:31,921
I think I dreamt
about SpiderâMan.
460
00:19:31,921 --> 00:19:33,130
He needed help.
461
00:19:33,130 --> 00:19:34,924
Apparently, he came
462
00:19:34,924 --> 00:19:36,550
to save you guys
from Ock last night,
463
00:19:36,550 --> 00:19:38,719
but you ended up
saving him.
464
00:19:38,719 --> 00:19:42,515
Well, that part
sounds believable.
465
00:19:42,515 --> 00:19:45,184
[laughter]
466
00:19:45,184 --> 00:19:47,103
The three of you
are the lucky ones.
467
00:19:47,103 --> 00:19:49,021
Ock tried to expand his mind,
468
00:19:49,021 --> 00:19:51,732
but it looks like
he overloaded it.
469
00:19:55,945 --> 00:19:57,405
Make sure
you thank SpiderâMan
470
00:19:57,405 --> 00:19:58,823
for letting me
see this.
471
00:19:58,823 --> 00:20:01,450
I'm putting
much stricter safeguards
472
00:20:01,450 --> 00:20:03,119
on the use
of the NeuroâCortex.
473
00:20:03,119 --> 00:20:05,746
I never should have
let Otto near it.
474
00:20:05,746 --> 00:20:08,332
To be fair,
Otto had everyone fooled.
475
00:20:08,332 --> 00:20:09,875
But he did prove one thingââ
476
00:20:09,875 --> 00:20:11,711
the NeuroâCortex
does have potential
477
00:20:11,711 --> 00:20:13,504
for truly amazing things.
478
00:20:13,504 --> 00:20:17,007
Amazing things
I really want you
to be a part of, Peter.
479
00:20:19,719 --> 00:20:21,053
[Jameson]
Ha ha ha ha!
480
00:20:21,053 --> 00:20:22,513
Fantastic, kid.
481
00:20:22,513 --> 00:20:24,223
I'm glad
you changed your mind.
482
00:20:24,223 --> 00:20:27,017
In fact, why don't I
put you on retainer?
483
00:20:27,017 --> 00:20:28,686
Keep bringing me
this kind of material,
484
00:20:28,686 --> 00:20:30,521
and you'll have
a regular job here.
485
00:20:30,521 --> 00:20:32,189
Yes, sir, Mr. Jameson.
486
00:20:32,189 --> 00:20:35,151
Maybe this'll help you
up your game, Brock.
487
00:20:35,151 --> 00:20:37,361
A little competition
from a school kid
488
00:20:37,361 --> 00:20:40,114
could push you
to do some good work
once in a while.
489
00:20:40,114 --> 00:20:42,074
Uh, heh heh.
490
00:20:48,456 --> 00:20:49,874
There you are.
491
00:20:49,874 --> 00:20:52,168
Guys, you shouldn't
have to be the ones
492
00:20:52,168 --> 00:20:53,711
to clean up the lab
493
00:20:53,711 --> 00:20:55,421
where a teacherâslashâ
super villain went ballistic.
494
00:20:55,421 --> 00:20:57,006
It's what we have to do
495
00:20:57,006 --> 00:20:58,549
if we want to get
back to work.
496
00:20:58,549 --> 00:21:00,843
The NeuroâCortex isn't
gonna develop itself.
497
00:21:00,843 --> 00:21:04,597
All right. Well, if this
is where the party is,
then I'll help out.
498
00:21:04,597 --> 00:21:07,725
You have a weird
definition of "party."
499
00:21:07,725 --> 00:21:09,935
It might not be the social
event of the year,
500
00:21:09,935 --> 00:21:12,396
but I'm cool
wherever you guys are.
501
00:21:12,396 --> 00:21:15,024
When I came to Horizon,
I didn't know anyone,
502
00:21:15,024 --> 00:21:18,110
and now I can't imagine
life without you.
503
00:21:18,110 --> 00:21:19,403
I thought you were
here to clean,
504
00:21:19,403 --> 00:21:20,863
not get all sappy
on us.
505
00:21:20,863 --> 00:21:23,449
I'm sorry about
what happened with Otto.
506
00:21:23,449 --> 00:21:25,075
But the good newsââ
507
00:21:25,075 --> 00:21:27,870
he won't be causing us
any more grief this year.
508
00:21:28,913 --> 00:21:29,955
[chatter]
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