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1
00:00:00,250 --> 00:00:01,752
[thudding footsteps]
2
00:00:01,752 --> 00:00:03,545
[Living Brain]
Finally, SpiderâMan,
3
00:00:03,545 --> 00:00:06,340
my sweet revenge
is about to be complete.
4
00:00:06,340 --> 00:00:10,511
Your little friend
can't help you now, webâhead.
5
00:00:10,511 --> 00:00:12,179
Doctor Octopus.
6
00:00:12,179 --> 00:00:15,557
I don't believe it.
Is it really you?
7
00:00:15,557 --> 00:00:17,893
Who else would it be?
8
00:00:17,893 --> 00:00:20,479
My real body
might remain in a coma,
9
00:00:20,479 --> 00:00:24,525
but this metal shell houses
my most valuable assetââ
10
00:00:24,525 --> 00:00:26,068
my mind.
[groans]
11
00:00:26,068 --> 00:00:27,819
Downloading
human consciousness...
12
00:00:27,819 --> 00:00:29,696
[grunts]
into a robot body?
13
00:00:29,696 --> 00:00:33,325
That's supposed...
[grunts]
to be impossible.
14
00:00:33,325 --> 00:00:35,160
Nothing is impossible.
15
00:00:35,160 --> 00:00:39,164
It was a simple matter
of amalgamating the encodedââ
16
00:00:39,164 --> 00:00:43,335
Wait. I know what
you're doing, SpiderâMan.
17
00:00:43,335 --> 00:00:46,672
What?
I'm seriously interested.
18
00:00:46,672 --> 00:00:48,090
Please, go on.
19
00:00:48,090 --> 00:00:51,593
You are only attempting
to buy yourself time.
20
00:00:51,593 --> 00:00:56,223
But time is a luxury
no longer available to you.
21
00:00:59,810 --> 00:01:00,978
[grunts]
22
00:01:00,978 --> 00:01:03,480
Aahh!
Mental feedback!
23
00:01:03,480 --> 00:01:05,482
[groaning]
24
00:01:05,482 --> 00:01:08,151
Let's get you outta here.
[groans]
25
00:01:12,114 --> 00:01:16,118
There is no escape
from me, SpiderâMan.
26
00:01:16,118 --> 00:01:18,036
You'll thank me
for this later!
27
00:01:19,746 --> 00:01:22,207
[grunts]
28
00:01:24,501 --> 00:01:27,504
[grunting]
[laughing]
29
00:01:28,839 --> 00:01:30,841
[pants, grunts]
30
00:01:30,841 --> 00:01:34,094
Being a robot hasn't made you
any less creepy, Ock.
[grunts]
31
00:01:34,094 --> 00:01:38,599
This shell was a necessary tool
to focus on my missionââ
32
00:01:38,599 --> 00:01:41,018
revenge against you.
33
00:01:41,018 --> 00:01:45,272
Oh, how delightful it was
to hide in plain sight...
34
00:01:45,272 --> 00:01:47,274
[laughing]
35
00:01:47,274 --> 00:01:49,776
masterminding all of this.
36
00:01:49,776 --> 00:01:51,445
[grunting]
All I was missing
37
00:01:51,445 --> 00:01:53,572
was this
Energy Focal Device
38
00:01:53,572 --> 00:01:55,949
I once designed
for Osborn.
39
00:01:55,949 --> 00:01:59,202
It gives my robotic form
the power it needs
40
00:01:59,202 --> 00:02:03,040
for my endgame
to come to fruition.
41
00:02:03,040 --> 00:02:05,042
Wait. So your big plan
was to...
42
00:02:05,042 --> 00:02:07,085
[grunts]
use some gizmo to zap me?
43
00:02:07,085 --> 00:02:08,962
This is...
[grunts]
44
00:02:08,962 --> 00:02:11,798
a lot of effort to go through
for one of your same old moves.
45
00:02:11,798 --> 00:02:15,344
Oh, no.
This is so much more.
46
00:02:15,344 --> 00:02:20,140
I am going to destroy
the very essence
of who you are.
47
00:02:20,140 --> 00:02:25,562
I am going to take absolutely
everything away from you,
48
00:02:25,562 --> 00:02:29,775
like you took everything
away from me.
[screaming]
49
00:02:42,704 --> 00:02:44,247
[screaming]
50
00:02:45,499 --> 00:02:49,252
[grunts]
Oh, do not worry,
SpiderâMan.
51
00:02:49,252 --> 00:02:53,131
The suffering
will not last long.
52
00:02:53,131 --> 00:02:57,844
[groans]
You have terrible
bedside manner, Doc.
53
00:02:57,844 --> 00:03:00,013
[grunts]
54
00:03:01,223 --> 00:03:02,724
Blast it!
55
00:03:02,724 --> 00:03:03,892
[groans]
56
00:03:03,892 --> 00:03:06,311
Time to take this outside.
[grunts]
57
00:03:06,311 --> 00:03:08,188
You infuriate me!
58
00:03:12,901 --> 00:03:15,195
[grunts]
59
00:03:15,195 --> 00:03:17,406
Need to get Ock away from Miles.
60
00:03:17,406 --> 00:03:19,616
[groaning]
61
00:03:26,206 --> 00:03:27,999
[groaning continues]
62
00:03:27,999 --> 00:03:30,502
Your feeble attempts
to defeat me
63
00:03:30,502 --> 00:03:34,881
are only going to make
my victory all the sweeter.
[siren wailing]
64
00:03:37,926 --> 00:03:42,931
[groans]
This does not end here,
webâhead.
65
00:03:42,931 --> 00:03:44,724
[powering down]
66
00:03:49,312 --> 00:03:51,356
Trouble at Oscorp.
67
00:03:51,356 --> 00:03:55,402
Look who's here.
Big shock.
68
00:03:55,402 --> 00:03:57,529
[weakly]
Stopââ Have to stop Ock.
69
00:03:57,529 --> 00:04:00,699
Inside...
My friend's inside.
70
00:04:00,699 --> 00:04:03,326
Where's Señor Trunks?
[exhales]
71
00:04:03,326 --> 00:04:05,954
Any idea what
he's talking about?
72
00:04:05,954 --> 00:04:08,248
Maybe Spidey's
finally lost his mind.
73
00:04:08,248 --> 00:04:11,877
Let's bring all this in
and let Chief Watanabe
sort out the mess.
74
00:04:11,877 --> 00:04:14,254
[scoffs]
You bring a forklift?
75
00:04:17,883 --> 00:04:20,677
Look at this crazy thing.
76
00:04:20,677 --> 00:04:24,890
Must be way too dangerous
to store in the normal
evidence lockup.
77
00:04:24,890 --> 00:04:28,685
That's one of the reasons
the city built this supervillain
holding facility.
78
00:04:28,685 --> 00:04:32,439
But all this mad science junk
freaks me out.
79
00:04:32,439 --> 00:04:36,067
[groans]
Can't wait to get back
to our usual beat.
80
00:04:36,067 --> 00:04:41,072
Give me a mugger any day
over all the superpowered
maniacs they keep here.
81
00:04:41,072 --> 00:04:42,365
Seriously.
82
00:04:51,458 --> 00:04:53,460
[man]
I'll tell you what.
[gasps]
83
00:04:53,460 --> 00:04:56,338
It's about time someone brought
this menace to justice.
84
00:04:56,338 --> 00:04:58,381
All he's ever done
is cause us trouble.
85
00:04:58,381 --> 00:05:00,425
I bet the chief's
not gonna keep
that spider dude
86
00:05:00,425 --> 00:05:02,427
in supervillain holding
for long.
87
00:05:02,427 --> 00:05:03,970
She'll send him
straight to the cellar.
88
00:05:03,970 --> 00:05:05,806
[quietly]
Spidey's in holding?
89
00:05:08,016 --> 00:05:10,268
[Chief Watanabe]
Wake up, sunshine!
[gasping]
90
00:05:10,268 --> 00:05:13,480
What?
[groans]
Where am I?
91
00:05:17,901 --> 00:05:22,113
[groans]
Cuffs? Oneâway mirror?
Harsh lighting?
92
00:05:22,113 --> 00:05:26,076
Things aren't coming up
smelling like roses for Spidey,
are they, Chief Watanabe?
93
00:05:27,869 --> 00:05:30,038
No, SpiderâMan,
they are not.
94
00:05:30,038 --> 00:05:33,124
I was one of the only people
in the city defending you.
95
00:05:33,124 --> 00:05:36,336
I gave you a chance when
everyone else in the world
told me not to.
96
00:05:36,336 --> 00:05:38,421
I really appreciate that.
97
00:05:38,421 --> 00:05:41,383
And you showed that appreciation
by breaking into Oscorp
98
00:05:41,383 --> 00:05:42,801
and blowing up a lab?
99
00:05:42,801 --> 00:05:44,386
[sighs]
100
00:05:44,386 --> 00:05:46,221
This is gonna sound crazy,
101
00:05:46,221 --> 00:05:50,308
but remember when you told me
someone hired Chameleon?
102
00:05:50,308 --> 00:05:52,811
It was Doc Ock.
He's behind it all.
103
00:05:52,811 --> 00:05:56,731
I got a lead on that
Chameleon tech you showed me,
but when I went to investigateââ
104
00:05:56,731 --> 00:05:59,609
I told you not to investigate
anything without me.
105
00:05:59,609 --> 00:06:01,695
You promised me
you wouldn't.
106
00:06:01,695 --> 00:06:04,614
Right. Kind of forgot
about that.
107
00:06:04,614 --> 00:06:08,618
One of my officers said
you mentioned Otto Octavius,
so I checked up on him.
108
00:06:08,618 --> 00:06:11,246
And guess what?
He's still in a coma,
109
00:06:11,246 --> 00:06:13,415
like he has been
for a couple of months.
110
00:06:13,415 --> 00:06:15,584
It's way more complicated
than that.
111
00:06:15,584 --> 00:06:17,919
No, it's not. It's simple.
112
00:06:17,919 --> 00:06:21,923
I can no longer
let a vigilante like you
operate in our streets.
113
00:06:21,923 --> 00:06:24,426
I'm formally arresting you.
114
00:06:24,426 --> 00:06:27,304
And like any criminal
in our holding cell,
115
00:06:27,304 --> 00:06:30,015
there are no
secret identities.
116
00:06:30,015 --> 00:06:32,017
Unmask, SpiderâMan.
117
00:06:32,017 --> 00:06:34,311
It's time we found out
who you are.
118
00:06:36,938 --> 00:06:40,483
Iââ I can't.
119
00:06:40,483 --> 00:06:43,069
You're either gonna take
that mask off now,
120
00:06:43,069 --> 00:06:45,196
or I'm gonna remove it
by force.
121
00:06:45,196 --> 00:06:47,198
[sighs]
122
00:06:50,577 --> 00:06:54,039
[sighing]
123
00:06:54,039 --> 00:06:56,082
[alarm blaring]
What?
124
00:06:56,082 --> 00:06:58,043
Emergency power's kicked in.
125
00:07:01,588 --> 00:07:03,590
[alarm continues blaring]
126
00:07:08,678 --> 00:07:10,680
This can't be good.
127
00:07:10,680 --> 00:07:13,308
[grunts]
128
00:07:13,308 --> 00:07:15,727
Ow!
[groans]
129
00:07:15,727 --> 00:07:18,730
Okay. The supervillain
holding facility
130
00:07:18,730 --> 00:07:21,358
slams shut right when
Spidey's taken inside.
131
00:07:21,358 --> 00:07:23,526
Oh, no way this is
on the level.
132
00:07:23,526 --> 00:07:25,153
I need in!
133
00:07:25,153 --> 00:07:27,447
It's not just
emergency power.
134
00:07:27,447 --> 00:07:31,576
This is lockdownââ a protocol
in case a supervillain
tries to escape.
135
00:07:31,576 --> 00:07:33,411
It wasn't me.
You're my witness
136
00:07:33,411 --> 00:07:35,580
for when J. Jonah Jameson
tries to blame this on me.
137
00:07:35,580 --> 00:07:38,166
[beeps]
Chief to Control.
Status report, now.
138
00:07:38,166 --> 00:07:40,293
He's probably blocking
the comm channel.
139
00:07:40,293 --> 00:07:41,628
You think someone's
hacked our system?
140
00:07:41,628 --> 00:07:44,714
Yeah.
And I have eight guesses
about who it is.
141
00:07:44,714 --> 00:07:49,427
I told you there is no escapefrom me, SpiderâMan.
142
00:07:49,427 --> 00:07:52,347
But now you have a mission.
143
00:07:52,347 --> 00:07:53,932
Come and find me.
144
00:07:53,932 --> 00:07:56,393
Face Doctor Octopus
145
00:07:56,393 --> 00:07:58,520
before I destroythis building
146
00:07:58,520 --> 00:08:00,605
and everyone trapped inside.
147
00:08:00,605 --> 00:08:02,607
Destroy them? How?
148
00:08:02,607 --> 00:08:06,403
There was more than enoughtech in here to fashion a bomb.
149
00:08:06,403 --> 00:08:10,865
One with a countdown,just to liven upthe entire situation.
150
00:08:10,865 --> 00:08:15,245
You have 15 minutes,SpiderâMan.[laughs]
151
00:08:15,245 --> 00:08:17,247
Doesn't look like I'm gonna need
those other seven guesses.
152
00:08:20,709 --> 00:08:23,837
[Living Brain]The clock is ticking,SpiderâMan.
153
00:08:23,837 --> 00:08:26,047
If you want to save the lives
154
00:08:26,047 --> 00:08:29,843
of everyone in this building,come and find me.
155
00:08:29,843 --> 00:08:33,304
Couldn't Ock get into
model trains or something?
156
00:08:33,304 --> 00:08:36,266
Why does his favorite hobby
have to be my destruction?
157
00:08:36,266 --> 00:08:39,477
Despite all logic,
looks like your claims
about Ock are true.
158
00:08:39,477 --> 00:08:44,023
Is it against the law to say,
"I told you so,"
to the chief of police?
159
00:08:44,023 --> 00:08:47,318
I should've trusted my gut,
SpiderâMan.
160
00:08:47,318 --> 00:08:49,320
I should've trusted you.
161
00:08:49,320 --> 00:08:51,364
How did Ock
even get inside here?
162
00:08:51,364 --> 00:08:54,659
Ock's mind
isn't inside his body.
163
00:08:54,659 --> 00:08:58,663
It's in the Living Brain,
the robot that was taken in
when I was arrested.
164
00:08:58,663 --> 00:09:01,583
The officers would've put it
in the evidence lockup.
165
00:09:01,583 --> 00:09:03,585
So let's do this.
166
00:09:03,585 --> 00:09:06,337
[straining]
167
00:09:08,757 --> 00:09:10,300
[grunts]
168
00:09:10,300 --> 00:09:12,093
All this...
[panting]
169
00:09:12,093 --> 00:09:14,220
spider strength and not...
[panting]
170
00:09:14,220 --> 00:09:16,097
even a dent?
171
00:09:16,097 --> 00:09:20,435
I guess this place was designed
to withstand
a superpowered attack.
172
00:09:20,435 --> 00:09:24,606
But maybe overloading
the energy supply
could pop this joint open.
173
00:09:24,606 --> 00:09:27,650
Electroâsting time!
174
00:09:27,650 --> 00:09:29,611
[beeps]
[Living Brain]Where are you, SpiderâMan?
175
00:09:29,611 --> 00:09:31,946
Only 11 minutes left,
176
00:09:31,946 --> 00:09:35,033
so I would pick up the pace,if I were you.
177
00:09:35,033 --> 00:09:39,287
So many innocent lives restin the hands of Doctor Octopus.
178
00:09:39,287 --> 00:09:41,998
Doc Ock? Oh, man!
179
00:09:41,998 --> 00:09:45,585
This situation just got
every kind of even worse.
180
00:09:45,585 --> 00:09:46,795
[crying out]
181
00:09:46,795 --> 00:09:48,379
Aah!
[grunts]
[thud]
182
00:09:48,379 --> 00:09:51,049
[groaning]
183
00:09:51,049 --> 00:09:53,051
I'm gonna need some help.
184
00:09:53,051 --> 00:09:56,137
This is the fastest way.
Through the holding cells.
185
00:09:58,473 --> 00:10:02,018
Okay, what are the odds
those two open cells
186
00:10:02,018 --> 00:10:04,062
are for the inmates
on good behavior?
187
00:10:04,062 --> 00:10:06,606
Ock must've remotely
sprung the doors.
188
00:10:06,606 --> 00:10:08,399
Who was in them?
189
00:10:09,609 --> 00:10:11,611
Electrical insulation?
Scorch marks?
190
00:10:11,611 --> 00:10:14,489
Oh, this cell's gotta be
for someone whoââ
[woman laughs]
191
00:10:14,489 --> 00:10:17,283
Oh, no.
Oh, yes.
192
00:10:22,080 --> 00:10:23,873
[laughs]
193
00:10:23,873 --> 00:10:27,710
Well, Electro, looks like you're
the bright spot in my day.
194
00:10:27,710 --> 00:10:29,379
[evil laughter]
195
00:10:30,421 --> 00:10:32,423
So what do you think?
196
00:10:32,423 --> 00:10:35,635
Did it occur to you that
reprogramming an access panel
197
00:10:35,635 --> 00:10:38,304
might be easier
before you fried it?
198
00:10:38,304 --> 00:10:40,598
I was conducting
an experiment.
199
00:10:40,598 --> 00:10:42,600
In conduction.
[sheepish chuckle]
200
00:10:42,600 --> 00:10:46,229
[scoffs]
How can Ock be in there, Miles?
201
00:10:46,229 --> 00:10:48,356
I saw him in a coma myself.
202
00:10:48,356 --> 00:10:50,733
It just doesn't
make anyââ Wait.
203
00:10:56,656 --> 00:10:58,032
[Miles]
Yes!
204
00:10:59,659 --> 00:11:01,244
No!
205
00:11:01,244 --> 00:11:03,246
[growls]
206
00:11:03,246 --> 00:11:05,790
So you're gonna be that way,
huh, door? Fine.
207
00:11:05,790 --> 00:11:08,835
We don't need you.
We can find a different way in.
208
00:11:08,835 --> 00:11:10,378
[laughs]
209
00:11:12,755 --> 00:11:16,426
[yells]
[grunting]
210
00:11:17,844 --> 00:11:19,762
You're falling apart,
Spidey.
211
00:11:19,762 --> 00:11:22,807
Plus, let's face it, loser,
you only beat me last time
212
00:11:22,807 --> 00:11:25,226
'cause you built
some fancy containment suit.
213
00:11:25,226 --> 00:11:28,646
But where's your suit now?
214
00:11:31,858 --> 00:11:34,235
I must have left it
at the dry cleaners.
215
00:11:34,235 --> 00:11:37,488
And since I don't think
you're gonna give me time
to go pick it up...
216
00:11:37,488 --> 00:11:39,824
[grunting]
217
00:11:39,824 --> 00:11:41,993
[yells]
218
00:11:41,993 --> 00:11:45,205
[yells, grunts]
219
00:11:46,789 --> 00:11:49,834
I thought I might try
a little web improvisation.
220
00:11:49,834 --> 00:11:52,754
Huh? Aah! Hot!
Hot, hot, hot, hot, hot!
221
00:11:52,754 --> 00:11:55,215
Spidey, get her contained!
I can't!
222
00:11:55,215 --> 00:11:59,135
She's right.
Last time I only beat her
because I had special equipment.
223
00:11:59,135 --> 00:12:01,304
We have special equipment
here too.
224
00:12:01,304 --> 00:12:03,556
Of course!
225
00:12:04,807 --> 00:12:06,851
Oh, no, you don't!
226
00:12:07,894 --> 00:12:09,437
[grunts]
227
00:12:10,939 --> 00:12:13,066
[yells]
228
00:12:13,066 --> 00:12:15,735
It's not as cool
as my Electro suit,
but it'll do.
229
00:12:15,735 --> 00:12:19,364
[both grunting]
230
00:12:19,364 --> 00:12:21,950
[growls]
SpiderâMan, I'll make youââ
231
00:12:21,950 --> 00:12:24,911
"Make you a nice
ice cream sundae,"
[blows landing]
232
00:12:24,911 --> 00:12:26,913
is how she was gonna
finish that sentence.
233
00:12:26,913 --> 00:12:29,123
Probably.
234
00:12:29,123 --> 00:12:30,291
[grunts]
235
00:12:30,291 --> 00:12:32,085
Taking the panel offline
236
00:12:32,085 --> 00:12:34,754
means Ock can't open it
remotely again.
237
00:12:34,754 --> 00:12:36,714
Good thinking, Chief.
238
00:12:36,714 --> 00:12:38,883
Guess we make
a pretty good team.
239
00:12:38,883 --> 00:12:40,927
Up high.
Maybe.
240
00:12:40,927 --> 00:12:43,805
But don't forget,
there were two open doors.
[sighs]
241
00:12:46,891 --> 00:12:48,935
[both panting]
242
00:12:48,935 --> 00:12:51,854
Whoa!
[groans]
Whoa, there, hero.
243
00:12:51,854 --> 00:12:55,942
Sorry. I've been going
nonstop for days.
244
00:12:55,942 --> 00:12:59,404
Passing out when they
arrested me is the closest thing
I've had to sleep in forever.
245
00:12:59,404 --> 00:13:02,949
[sighs]
I've been hammered by villain
after villain, day after day.
246
00:13:02,949 --> 00:13:05,201
Iââ I gotta be honest,
Chief.
247
00:13:05,201 --> 00:13:08,288
I don't know if I've got
the strength to do this.
248
00:13:08,288 --> 00:13:11,207
There's a reason I've held off
on bringing you in.
249
00:13:11,207 --> 00:13:13,293
I've been assembling
a file on you.
250
00:13:13,293 --> 00:13:16,796
And if there's one thing
everyone says about SpiderâMan,
it's thatââ
251
00:13:16,796 --> 00:13:18,881
I'm really cute
and loveable?
252
00:13:18,881 --> 00:13:21,426
That when things
are at their worst,
253
00:13:21,426 --> 00:13:24,095
SpiderâMan always rises
to his best.
254
00:13:26,514 --> 00:13:29,767
You'reââ You're right.
255
00:13:29,767 --> 00:13:33,521
This isn't the time
to give up.
A nice sentiment.
256
00:13:33,521 --> 00:13:36,858
[gasps]
Beetle! The other open cell!
257
00:13:36,858 --> 00:13:40,028
That's right.
And while you were distracted
with that electric loon,
258
00:13:40,028 --> 00:13:42,780
I managed to get
my confiscated gear,
259
00:13:42,780 --> 00:13:45,116
along with a few other toys.
260
00:13:45,116 --> 00:13:47,827
Say goodâbye to your friend,
SpiderâMan.
261
00:13:47,827 --> 00:13:48,828
[SpiderâMan]
No!
262
00:13:50,872 --> 00:13:53,916
Say goodâbye to your friend,
SpiderâMan.
263
00:13:53,916 --> 00:13:56,669
No!
[grunts]
[grunts]
264
00:13:56,669 --> 00:13:58,880
[both grunt]
265
00:13:58,880 --> 00:14:00,923
Spidey, you okay?
266
00:14:00,923 --> 00:14:05,136
Totally fine,
except that I hate candy corn.
267
00:14:05,136 --> 00:14:07,972
Who would make a gun
that shoots candy corn?
268
00:14:07,972 --> 00:14:11,184
Ohâho, so you haven't
met Jack O'Lantern.
269
00:14:11,184 --> 00:14:13,644
The police must've
confiscated his weapons.
270
00:14:13,644 --> 00:14:15,605
He's the worst.
271
00:14:15,605 --> 00:14:18,024
Everything's Halloween
with that doofus.
272
00:14:18,024 --> 00:14:19,567
[angry grunt]
273
00:14:19,567 --> 00:14:21,861
Never trust
someone else's gear.
274
00:14:21,861 --> 00:14:23,196
[yells]
275
00:14:23,196 --> 00:14:25,239
[grunting]
276
00:14:25,239 --> 00:14:27,825
Especially when my own
will do the job.
277
00:14:27,825 --> 00:14:29,035
Microâgrenades!
278
00:14:29,035 --> 00:14:31,871
[grunts, yells]
279
00:14:31,871 --> 00:14:34,165
[grunts]
280
00:14:36,125 --> 00:14:38,127
[yells]
Get off!
281
00:14:38,127 --> 00:14:39,962
[SpiderâMan]
Chief!
[grunts, groans]
282
00:14:39,962 --> 00:14:40,963
Chief!
283
00:14:43,174 --> 00:14:44,926
[yells]
[groans]
284
00:14:45,968 --> 00:14:47,053
[groans]
285
00:14:47,053 --> 00:14:48,971
Don't worry, bug.
286
00:14:48,971 --> 00:14:52,433
After I'm done with you,
I'll finish her off too!
287
00:14:52,433 --> 00:14:55,019
[grunting]
288
00:14:56,854 --> 00:14:58,189
Aah!
289
00:15:01,317 --> 00:15:05,404
See? We don't need
that stupid door.
Idiota!
290
00:15:05,404 --> 00:15:09,408
Anya, you realize
that the door's
not after you personally?
291
00:15:09,408 --> 00:15:11,119
Says you.
292
00:15:11,119 --> 00:15:13,412
Almost in the air
ventilation operating system.
293
00:15:13,412 --> 00:15:15,540
Get ready with
the malware patch.
294
00:15:15,540 --> 00:15:18,084
[explosions]
Were those explosions?
295
00:15:18,084 --> 00:15:21,504
We have to hurry. Okay.
You've got an open slot.
296
00:15:21,504 --> 00:15:22,922
I see it.
297
00:15:22,922 --> 00:15:26,092
Intrusion file
in three, two, oneââ
298
00:15:28,094 --> 00:15:30,930
Yes! Sciencing our way in!
299
00:15:30,930 --> 00:15:34,934
All right.
Thanks for your help, Anya.
Now I gotta get to work.
300
00:15:34,934 --> 00:15:38,062
[Anya]
You think I'm gonna let you
save Spidey by yourself?
301
00:15:38,062 --> 00:15:41,858
No offense, but this is
definitely gonna be a fight
that calls for spider powers.
302
00:15:41,858 --> 00:15:45,153
Yeah. I know.
So good news.
303
00:15:45,153 --> 00:15:48,406
You get to team up
with SpiderâGirl!
304
00:15:50,074 --> 00:15:52,034
Uh, sââ
305
00:15:52,034 --> 00:15:53,828
So, you, uhââ
306
00:15:53,828 --> 00:15:56,372
Uh, I didn't, uhââ
307
00:15:56,372 --> 00:15:58,875
[explosion]
Whoa! WâWait up!
308
00:15:58,875 --> 00:16:01,794
[grunting]
309
00:16:03,254 --> 00:16:04,672
Whoa!
310
00:16:04,672 --> 00:16:07,091
[both grunting]
311
00:16:07,091 --> 00:16:10,720
Come on, Beetle.
Stop being such a pest!
312
00:16:12,013 --> 00:16:14,223
[both grunting]
313
00:16:14,223 --> 00:16:15,516
[yells]
314
00:16:15,516 --> 00:16:17,852
[groans]
315
00:16:17,852 --> 00:16:20,855
You're really off your game,
Spider.
316
00:16:20,855 --> 00:16:24,108
I was hoping for a bit more
of a fair fight.
317
00:16:24,108 --> 00:16:25,151
Huh?
318
00:16:25,151 --> 00:16:26,777
Surprise!
319
00:16:26,777 --> 00:16:30,198
What is this, a bug party?
320
00:16:30,198 --> 00:16:32,783
[yells]
[both grunt]
321
00:16:32,783 --> 00:16:34,744
[grunts]
322
00:16:34,744 --> 00:16:36,287
[grunts]
323
00:16:36,287 --> 00:16:39,373
[yells]
[grunts]
324
00:16:39,373 --> 00:16:41,250
[yells]
[grunts]
325
00:16:41,250 --> 00:16:44,712
Oh, man.
Another spider?
[both grunting]
326
00:16:44,712 --> 00:16:47,757
I must be so out of it,
I've got doubleâspider vision.
327
00:16:47,757 --> 00:16:49,926
[Miles]
No. SpiderâGirl's really here.
328
00:16:49,926 --> 00:16:53,054
[cries out, groans]
329
00:16:53,054 --> 00:16:56,307
And she's legit!
[yells]
330
00:16:56,307 --> 00:16:59,143
[yells]
331
00:16:59,143 --> 00:17:00,895
[groans]
Miles heard Ock earlier.
332
00:17:00,895 --> 00:17:03,022
We know the clock's ticking,
Spidey.
333
00:17:03,022 --> 00:17:05,233
We'll handle this guy.
Go stop Ock!
334
00:17:05,233 --> 00:17:08,152
Thanks... SpiderâGirl.
335
00:17:16,035 --> 00:17:18,788
[computers beeping]
336
00:17:18,788 --> 00:17:21,457
The Living Brain! The bomb!
[panting]
337
00:17:21,457 --> 00:17:24,168
Gotta defuse it. Ugh!
But where could it be?
338
00:17:24,168 --> 00:17:25,836
[panting]
[beeping]
339
00:17:25,836 --> 00:17:27,421
Gotta find it!
[beeping continues]
340
00:17:27,421 --> 00:17:29,465
Huh? What's that?
341
00:17:34,679 --> 00:17:38,391
SpiderâMan!
So predictable.
342
00:17:39,433 --> 00:17:41,185
Ock?
[grunts, groans]
343
00:17:41,185 --> 00:17:43,187
This bomb
has to be deactivated.
344
00:17:43,187 --> 00:17:46,232
If it goes off,
everyone in the building
will be destroyed,
345
00:17:46,232 --> 00:17:49,652
including you in that tin box
you're scooting around in!
346
00:17:49,652 --> 00:17:53,114
Do not concern yourself
with such a triviality.
[grunting]
347
00:17:53,114 --> 00:17:55,241
As soon as
I've defeated you,
348
00:17:55,241 --> 00:17:59,704
I'll take care
of the bomb myself,
as per my plan.
349
00:18:00,871 --> 00:18:02,999
[grunts]
350
00:18:05,126 --> 00:18:08,504
I hope your new appliance
came with a warranty.
351
00:18:08,504 --> 00:18:11,048
This mere metal frame
was never meant
352
00:18:11,048 --> 00:18:15,177
to be a longâterm vehicle
for my precious mind.
353
00:18:15,177 --> 00:18:18,598
No. I've had my eye
on a much better model.
354
00:18:18,598 --> 00:18:21,142
[grunts, groans]
355
00:18:21,142 --> 00:18:25,271
[groaning]
Fighting you put my
original body into a coma.
356
00:18:26,355 --> 00:18:28,733
Aah!
You owe me a new one.
357
00:18:28,733 --> 00:18:32,945
[SpiderâMan groaning weakly]
Something spiderâpowered,
perhaps?
358
00:18:32,945 --> 00:18:36,657
Wait. What are youââ
What are you saying?
359
00:18:38,367 --> 00:18:40,202
[Living Brain laughing]
360
00:18:40,202 --> 00:18:43,873
From inside the circuitsof the NeuroâCortex,
361
00:18:43,873 --> 00:18:46,792
I placed a bountyon your head.
362
00:18:46,792 --> 00:18:51,380
I never believedany of those newbie villainswould take you down.
363
00:18:51,380 --> 00:18:54,634
I just needed
your defenses worn out,
364
00:18:54,634 --> 00:18:58,512
[SpiderâMan straining]
making you susceptible
to the download
365
00:18:58,512 --> 00:19:04,226
of my mind into your body,
permanently!
366
00:19:04,226 --> 00:19:06,896
[SpiderâMan screaming]
367
00:19:06,896 --> 00:19:09,273
[grunting]
368
00:19:11,192 --> 00:19:12,860
[straining]
369
00:19:12,860 --> 00:19:14,945
Sorry, Ock...
370
00:19:14,945 --> 00:19:19,367
[grunts]
but this body
is already occupied!
371
00:19:19,367 --> 00:19:20,868
[grunts]
372
00:19:20,868 --> 00:19:24,330
[groans, gasps]
373
00:19:24,330 --> 00:19:26,707
[beeping continues]
374
00:19:26,707 --> 00:19:28,084
[groans]
375
00:19:28,084 --> 00:19:30,544
You don't play well
with others.
376
00:19:30,544 --> 00:19:33,464
I'm taking away your toys.
377
00:19:33,464 --> 00:19:35,675
You'll pay forââ
[muffled grunt]
378
00:19:35,675 --> 00:19:37,343
You are in timeâout.
379
00:19:37,343 --> 00:19:39,178
[muffled grunting]
380
00:19:39,178 --> 00:19:42,139
Wow, SpiderâGirl.
I'm impressed.
381
00:19:42,139 --> 00:19:44,141
You're a natural.
[chuckles]
382
00:19:44,141 --> 00:19:47,269
Well, you and Spidey
haven't set bad examples.
383
00:19:47,269 --> 00:19:50,398
Hey! The facility's
computer nerve center!
384
00:19:50,398 --> 00:19:53,693
Let's see if we can cancel
the lockdown from in here.
385
00:19:57,321 --> 00:19:59,323
Huh?
386
00:19:59,323 --> 00:20:01,367
[both]
Huh?
387
00:20:03,828 --> 00:20:06,414
[people panting, grunting]
388
00:20:07,206 --> 00:20:10,292
[groaning]
389
00:20:10,292 --> 00:20:12,002
[grunts]
390
00:20:12,002 --> 00:20:13,546
Don't have
much time left.
391
00:20:13,546 --> 00:20:15,464
We gotta get back in
and help Spidey.
392
00:20:16,507 --> 00:20:19,927
[people gasp]
[yells]
393
00:20:23,180 --> 00:20:25,891
[grunts, yells]
[beeping continues]
394
00:20:26,892 --> 00:20:28,894
[sirens wailing]
395
00:20:28,894 --> 00:20:30,896
[Miles]
SpiderâMan, yeah!
[people cheering]
396
00:20:30,896 --> 00:20:33,190
Way to go, man!
[horn blares]
397
00:20:33,190 --> 00:20:35,776
[cheering continues]
You did it, SpiderâMan.
398
00:20:35,776 --> 00:20:38,404
They don't think
he's a menace today.
399
00:20:38,404 --> 00:20:41,741
Maybe people
will finally see Spidey
for who he really is.
400
00:20:44,577 --> 00:20:46,579
[thunderclap]
401
00:20:49,623 --> 00:20:51,667
[thunder rumbling]
402
00:20:51,667 --> 00:20:53,544
[Doctor Octopus's voice]
The fools!
403
00:20:53,544 --> 00:20:55,921
No one even suspects
that the genius
404
00:20:55,921 --> 00:20:59,175
of Dr. Otto Octavius
has won the day!
405
00:20:59,175 --> 00:21:02,094
SpiderâMan is no more.
406
00:21:02,094 --> 00:21:04,722
My mind in this body,
407
00:21:04,722 --> 00:21:08,934
Doctor Octopus
is now SpiderâMan!
[thunderclap]
408
00:21:14,899 --> 00:21:18,152
[Peter]Hello? Hello?
409
00:21:18,152 --> 00:21:21,447
Hello? Is anyone there?
410
00:21:22,698 --> 00:21:25,367
Where am I?
411
00:21:25,367 --> 00:21:27,703
[thunderclap]
30432
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