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1
00:00:00,375 --> 00:00:02,461
Hello?
2
00:00:02,461 --> 00:00:05,297
Where am I?
3
00:00:12,638 --> 00:00:14,932
Well, this can't
be good at all.
4
00:00:16,475 --> 00:00:20,020
Okay, Pete, don't panic.
Uh, you can figure this out.
5
00:00:20,020 --> 00:00:23,023
Last I remember,
I was fighting Doctor Octopus,
6
00:00:23,023 --> 00:00:25,442
and then...
7
00:00:25,442 --> 00:00:29,029
I just needed
your defenses worn out,
8
00:00:29,029 --> 00:00:32,783
making you susceptible
to the download
9
00:00:32,783 --> 00:00:38,580
of my mind into your body,
permanently!
10
00:00:38,580 --> 00:00:40,791
Ock was in robotic form.
11
00:00:40,791 --> 00:00:42,459
Did he swap minds with me?
12
00:00:42,459 --> 00:00:44,294
Is that impossible?
13
00:00:44,294 --> 00:00:47,089
Does that mean I'm trapped
in some kind of machine?
14
00:00:47,089 --> 00:00:51,260
Um, bigger question:
if my mind isn't here,
15
00:00:51,260 --> 00:00:53,262
wherever "here" is,
16
00:00:53,262 --> 00:00:55,055
then where on earthis my body?
17
00:00:58,100 --> 00:00:59,893
'Sup?
18
00:00:59,893 --> 00:01:02,020
That's what we were
waiting to find out,
same as you.
19
00:01:02,020 --> 00:01:04,606
[groans]
I'm betting it's about the bug.
20
00:01:04,606 --> 00:01:08,193
Getting chilly out there
these days with the Spider
tearing up the streets.
21
00:01:08,193 --> 00:01:11,071
Eh.
What? I'm making it up?
22
00:01:11,071 --> 00:01:14,032
Silvermane‐‐ taken down.
Same with Big Wheel.
23
00:01:14,032 --> 00:01:16,118
Hammerhead‐‐ demolished.
24
00:01:16,118 --> 00:01:18,203
Spider‐Man's ripping up
the whole underworld.
25
00:01:18,203 --> 00:01:20,038
And mean‐like.
26
00:01:20,038 --> 00:01:22,249
No more Mr. Nice‐Bug
or something.
27
00:01:22,249 --> 00:01:24,042
Pfft.
I seen him up close.
28
00:01:24,042 --> 00:01:27,212
Guy's just a circus acrobat
with a bunch of corny jokes.
29
00:01:27,212 --> 00:01:29,631
Total lightweight.
[sinister laughter]
30
00:01:30,674 --> 00:01:32,050
[yells]
31
00:01:32,050 --> 00:01:35,095
It's him!
32
00:01:35,095 --> 00:01:37,055
Yeah, but there's three of us
and one of him,
33
00:01:37,055 --> 00:01:38,890
so just don't let him‐‐
[both yell]
34
00:01:38,890 --> 00:01:41,143
Pick you off one by one?
[gasps]
35
00:01:44,062 --> 00:01:47,107
It's time
for a conversation.
36
00:01:47,107 --> 00:01:50,068
I intercepted a text
inviting you all here.
37
00:01:50,068 --> 00:01:51,403
Who sent it?
38
00:01:51,403 --> 00:01:53,822
I don't know what you‐‐
[yells]
39
00:01:53,822 --> 00:01:55,282
[grunts]
[groans]
40
00:01:55,282 --> 00:01:58,827
Okay. It was Sandgirl.
She called the meeting.
41
00:01:58,827 --> 00:02:01,496
Eh, some big plan.
I don't know what.
42
00:02:01,496 --> 00:02:04,750
Look, I'm innocent here.
I didn't even commit a crime.
43
00:02:04,750 --> 00:02:08,253
And you never will again.
[laughs]
44
00:02:08,253 --> 00:02:10,255
Things are different now.
[grunts]
[blow lands]
45
00:02:38,825 --> 00:02:42,579
Everyone says they're impressedwith this new Spider‐Man.
46
00:02:42,579 --> 00:02:45,332
I'm here to tell you,I don't buy it!
47
00:02:45,332 --> 00:02:47,584
Spider‐Man has a history...[Otto Octavius' voice thinking]Oh, I'm newer
48
00:02:47,584 --> 00:02:50,796
than you could possiblyimagine, old fool.
49
00:02:50,796 --> 00:02:56,176
With the brilliant mindof Otto Octaviusnow in Peter Parker's body,
50
00:02:56,176 --> 00:03:00,847
Spider‐Man's performancehas taken a quantum leapby every conceivable metric.
51
00:03:00,847 --> 00:03:02,641
Parker wasn't worthy of this.
52
00:03:02,641 --> 00:03:03,809
Good morning, Pete.
Hmm?
53
00:03:03,809 --> 00:03:05,936
Aah! I mean, uh,
54
00:03:05,936 --> 00:03:08,730
good morning to you,
too, dear Aunt May.
55
00:03:08,730 --> 00:03:12,943
[gasps]
Oh, good gracious!
Look at this!
56
00:03:12,943 --> 00:03:17,739
All right now.
Who are you, and what
have you done with my Peter?
57
00:03:17,739 --> 00:03:21,076
Nothing.
I've done absolutely nothing.
58
00:03:21,076 --> 00:03:23,787
[chuckling]
Ohh.
59
00:03:23,787 --> 00:03:26,164
I guess you really have
finally grown up.
60
00:03:26,164 --> 00:03:28,875
Ah.
[fake chuckling]
61
00:03:28,875 --> 00:03:31,294
A joke. How amusing.
62
00:03:31,294 --> 00:03:34,840
Yes, I am, uh, maturing
before your very eyes.
63
00:03:34,840 --> 00:03:39,261
For example,
look at the protein‐rich feast
I've concocted for you.
64
00:03:39,261 --> 00:03:43,348
No more of that sugary,
carb‐loaded mess
you call "wheat cakes."
65
00:03:43,348 --> 00:03:47,144
"Mess"? I thought
you loved my wheat cakes.
66
00:03:47,144 --> 00:03:49,354
Mess? Mass.
67
00:03:49,354 --> 00:03:52,732
I meant "mass."
Of tastiness, admittedly.
68
00:03:52,732 --> 00:03:54,818
But now that
I'm all grown up,
69
00:03:54,818 --> 00:03:57,821
my priority is to keep you
healthy and happy.
70
00:03:57,821 --> 00:03:59,573
Well, all right.
71
00:03:59,573 --> 00:04:02,284
I suppose I could
get used to this.
72
00:04:02,284 --> 00:04:05,579
Yes. Now, off to school.
73
00:04:05,579 --> 00:04:07,873
Already? But it's only‐‐
74
00:04:07,873 --> 00:04:11,334
Cannot be late
for my first day back.
75
00:04:11,334 --> 00:04:14,588
"First day back"?
76
00:04:14,588 --> 00:04:19,968
I must maintain a plausibleParker impersonationif I'm going to pull this off.
77
00:04:19,968 --> 00:04:21,553
Hey, Pete.
78
00:04:21,553 --> 00:04:24,306
Yes! I am Peter Parker.
79
00:04:24,306 --> 00:04:26,433
That is absolutely correct.
[chuckles]
80
00:04:26,433 --> 00:04:28,351
Huh?
81
00:04:28,351 --> 00:04:31,396
I think that went well.
82
00:04:31,396 --> 00:04:33,815
[students groan, grumble]
83
00:04:35,442 --> 00:04:37,402
[scoffs]
Does it count as pop quiz
84
00:04:37,402 --> 00:04:39,321
if it happens
almost every day?
85
00:04:46,369 --> 00:04:49,289
Don, I realize
"many worlds" theory
86
00:04:49,289 --> 00:04:52,250
is currently all the rage
with science fiction fans,
87
00:04:52,250 --> 00:04:54,628
but to rely on it
as actual evidence
88
00:04:54,628 --> 00:04:57,255
of quantum locality
is beneath you.
89
00:04:57,255 --> 00:04:59,257
This is a physics class.
90
00:04:59,257 --> 00:05:02,594
Please do not waste our time
with such fantasy.
91
00:05:04,095 --> 00:05:06,973
Hmph! Ridiculous.
92
00:05:06,973 --> 00:05:10,352
Hey, Pete!
Max is looking for you.
93
00:05:10,352 --> 00:05:12,270
[scoffs]
Modell?
94
00:05:12,270 --> 00:05:14,314
I am sure it is trivial.
95
00:05:14,314 --> 00:05:17,359
Tell him
I will catch up with him
when I have time.
96
00:05:17,359 --> 00:05:19,361
Uh, I'm not
your assistant, dude.
97
00:05:19,361 --> 00:05:22,948
Just passing the message.
What? Uh‐‐
98
00:05:22,948 --> 00:05:24,950
Oh, right.
99
00:05:24,950 --> 00:05:26,827
Sorry... dude.
100
00:05:26,827 --> 00:05:31,039
But the, uh, assistant thing
is a good‐‐ cool idea.
101
00:05:31,039 --> 00:05:33,667
Let me know if you think
of any suitable candidates.
102
00:05:36,336 --> 00:05:38,296
Is Pete getting
enough sleep?
103
00:05:38,296 --> 00:05:41,132
Don't know the answer to that,
but I do know this:
104
00:05:41,132 --> 00:05:45,262
in class just now,
he totally owned Dr. Lamaze
right to his face.
105
00:05:45,262 --> 00:05:48,473
Who knew Parker
could be so assertive?
106
00:05:48,473 --> 00:05:52,185
[man scoffs]
If I knew you'd be here,
I'd have stayed home.
107
00:05:52,185 --> 00:05:54,604
You got a lot of guts
showing your face!
108
00:05:54,604 --> 00:05:57,274
This some kind of trick?
Didn't think you'd be here.
109
00:05:57,274 --> 00:05:58,817
I got nothing
to say to you.
[whooshing sound]
110
00:06:00,485 --> 00:06:01,945
Knock it off!
111
00:06:01,945 --> 00:06:03,989
Any old beefs between gangs?
112
00:06:03,989 --> 00:06:07,075
Let 'em go, now!
Got it?
113
00:06:07,075 --> 00:06:09,286
I know some of you
were Hammerhead's guys,
114
00:06:09,286 --> 00:06:10,954
some of you worked
for Silvermane.
115
00:06:10,954 --> 00:06:12,873
Whatever.
They're gone now.
116
00:06:12,873 --> 00:06:16,251
Go back to your people
and you tell them
we all gotta come together.
117
00:06:16,251 --> 00:06:18,753
It's no secret Spider‐Man's
upped his game.
118
00:06:18,753 --> 00:06:21,756
But if we unite,
he can't beat us all.
119
00:06:27,387 --> 00:06:29,723
[scoffs, sighs]
Finally,
120
00:06:29,723 --> 00:06:32,350
the menial tasks
of the school day are over.
121
00:06:32,350 --> 00:06:34,728
Time to focus
on what really matters.
122
00:06:34,728 --> 00:06:37,939
So, according to the thugwith the bad hygiene,
123
00:06:37,939 --> 00:06:40,483
Sandgirl's lookingto make a move, huh?
124
00:06:40,483 --> 00:06:43,194
What's her plan, I wonder?
125
00:06:43,194 --> 00:06:47,407
Perhaps my Spider‐Botscaptured clues in the drivelof those half‐wits.
126
00:06:47,407 --> 00:06:50,035
Wait. What is that?
127
00:06:51,911 --> 00:06:54,331
Sandgirl was therethe entire time?!
128
00:06:54,331 --> 00:06:56,499
Now she's a stepahead of me.
129
00:06:56,499 --> 00:07:00,629
Nothing escapesmy Spider‐Bot's keen eye.
130
00:07:00,629 --> 00:07:05,300
Sandgirl, where are you?
131
00:07:05,300 --> 00:07:08,386
[beeps]
Fire?Convenience store holdup?
132
00:07:08,386 --> 00:07:11,181
Sorry. No Spider‐Manfor any of you today.
133
00:07:11,181 --> 00:07:14,267
I have got bigger fish to fry.[line ringing]
134
00:07:14,267 --> 00:07:17,187
Yes. I'd like to report
a fire and a robbery.
135
00:07:18,229 --> 00:07:19,731
Has anyone seen Pete?
136
00:07:19,731 --> 00:07:22,233
Get this. I told him
we were grabbing lunch,
137
00:07:22,233 --> 00:07:24,444
and he said he didn't
have time to chat with us.
138
00:07:24,444 --> 00:07:28,031
Then he told me
to bring him a PB&J,
like I'm his butler.
139
00:07:28,031 --> 00:07:30,116
After the disaster
at the open house,
140
00:07:30,116 --> 00:07:32,118
he's been taking things
real hard.
141
00:07:32,118 --> 00:07:34,746
I've seen Pete
mess up a lot of projects.
142
00:07:34,746 --> 00:07:36,539
Seems like it's more
than just that.
143
00:07:36,539 --> 00:07:40,085
Whatever it is,
hopefully he'll work through it.
144
00:07:40,085 --> 00:07:41,628
Give him time.
145
00:07:43,505 --> 00:07:46,841
[Peter sighs]
Busy! What is it?
146
00:07:46,841 --> 00:07:49,427
Just brought you a sandwich
that you, uh...
147
00:07:49,427 --> 00:07:51,429
Not too much jelly, right?
148
00:07:54,224 --> 00:07:57,227
I mean, thanks... bro.
149
00:07:57,227 --> 00:07:59,145
Awesome!
150
00:08:00,563 --> 00:08:02,732
So not awesome.
151
00:08:04,150 --> 00:08:06,945
[Max]
Huh. Not sure
what this thing is.
152
00:08:06,945 --> 00:08:10,615
Hmm? Wasn't part
of the original
Neuro‐Cortex design.
153
00:08:12,617 --> 00:08:15,537
I'd hate to wipe you clean
if I can avoid it, old friend.
154
00:08:15,537 --> 00:08:18,957
So let's try a simple
virus scan first, huh?
155
00:08:18,957 --> 00:08:22,544
[sighs]
If only I could recognize
something in here.
156
00:08:24,546 --> 00:08:26,715
Uh‐oh. Those I recognize.
157
00:08:26,715 --> 00:08:30,385
The security nodes Miles,
Anya, and Gwen created
for the Neuro‐Cortex.
158
00:08:30,385 --> 00:08:33,471
Good news is,
I know where I am now.
Bad news is‐‐
159
00:08:33,471 --> 00:08:35,348
[together]Purge! Purge!
160
00:08:35,348 --> 00:08:36,975
...pretty much everything else!
161
00:08:39,060 --> 00:08:41,479
Purge! Purge!
Great!
162
00:08:41,479 --> 00:08:43,857
The security nodes
think I'm a virus,
so they're trying to delete me!
163
00:08:43,857 --> 00:08:46,526
[security nodes]Purge! Purge! Purge!
164
00:08:46,526 --> 00:08:49,863
[grunts]
Gotta get outta here somehow.
165
00:08:49,863 --> 00:08:51,573
Huh?
166
00:08:51,573 --> 00:08:54,534
Purge!
Destroyed by my friends.
167
00:08:54,534 --> 00:08:57,245
This situation
just keeps getting weirder.
168
00:08:58,455 --> 00:09:00,665
Purge!
[grunts]
169
00:09:00,665 --> 00:09:02,542
[grunts]
170
00:09:06,546 --> 00:09:08,548
[panting]
171
00:09:08,548 --> 00:09:11,760
Wait. I am a virus.
172
00:09:11,760 --> 00:09:15,722
Technically,
I'm an electrical intruder
in an electrical world.
173
00:09:15,722 --> 00:09:18,767
These security nodes
wouldn't be able to
detect me otherwise.
174
00:09:18,767 --> 00:09:21,686
Which might mean...
175
00:09:21,686 --> 00:09:23,313
[grunts]
Yes!
176
00:09:23,313 --> 00:09:25,648
I'm electrically active
in here! Huh?
177
00:09:25,648 --> 00:09:29,360
[panting]
Purge! Purge!
178
00:09:29,360 --> 00:09:31,613
Purge! Purge! Purge!
179
00:09:31,613 --> 00:09:34,574
Wait. Miles came up with
a kill code for these things.
180
00:09:34,574 --> 00:09:36,576
What was it?
181
00:09:36,576 --> 00:09:38,161
Purge!
182
00:09:41,164 --> 00:09:44,876
Oh, yeah. The code was:
Miles Morales,
slayer of slayers!
183
00:09:46,419 --> 00:09:49,130
Yes! Yes, yes, yes!
184
00:09:49,130 --> 00:09:51,341
[Max]
No, no, no!
185
00:09:51,341 --> 00:09:53,510
A kill code?
186
00:09:53,510 --> 00:09:55,720
Huh, you're sicker
than I thought.
187
00:09:56,888 --> 00:09:59,599
Guess I have no choice
but a hard reset then.
188
00:09:59,599 --> 00:10:02,310
We'll just have to
hope for the best.
189
00:10:02,310 --> 00:10:06,147
[computer]Complete shutdown processinitiated.
190
00:10:06,147 --> 00:10:08,274
What? No.
[ascending whirring]
191
00:10:08,274 --> 00:10:09,734
No, no, no, no, no!
192
00:10:09,734 --> 00:10:12,821
Oh, just when I figured out
how to survive in here?
193
00:10:12,821 --> 00:10:16,866
A hard reset'll wipe out
everything on the Neuro‐Cortex,
including me!
194
00:10:16,866 --> 00:10:19,744
Why is everyone
trying to delete me today?
195
00:10:23,498 --> 00:10:26,209
[thinking]Key words: elements of sand.
196
00:10:26,209 --> 00:10:29,129
Enter that intomy Spider‐Bot mainframe.
197
00:10:29,129 --> 00:10:32,924
Parker's mediocre mindwould never have come upwith this.
198
00:10:32,924 --> 00:10:36,052
Now, track and filter searchto silicon dioxide
199
00:10:36,052 --> 00:10:39,806
in heavy dosesthroughout New York City,preferably moving.
200
00:10:43,601 --> 00:10:46,020
[laughs, grunts]
201
00:10:49,691 --> 00:10:53,611
Ha! I have you,
you silicate‐based vermin!
202
00:10:53,611 --> 00:10:55,989
"In the seeds
of one's greatest strength
203
00:10:55,989 --> 00:10:58,283
lie one's greatest weakness."
204
00:10:58,283 --> 00:11:01,703
Who said that?
Me, if memory serves.
205
00:11:11,838 --> 00:11:13,590
New costume?
206
00:11:13,590 --> 00:11:16,342
Don't know what's going on
with you, Pete,
207
00:11:16,342 --> 00:11:18,136
but I'm gonna find out.
208
00:11:20,180 --> 00:11:23,683
[computer]Shutdown in progress.Fifty percent.
209
00:11:23,683 --> 00:11:26,728
Now would be the time to come up
with a brilliant idea, Pete,
210
00:11:26,728 --> 00:11:28,855
'cause you're almost
out of time.
211
00:11:29,939 --> 00:11:31,441
Wait.
212
00:11:31,441 --> 00:11:33,151
What's that?
213
00:11:33,151 --> 00:11:34,819
And why isn't it
deleting it?
214
00:11:34,819 --> 00:11:37,739
Hold on.
That must be
the internal flash storage!
215
00:11:37,739 --> 00:11:40,909
Of course!
Even a hard reset
won't delete that.
216
00:11:40,909 --> 00:11:44,787
Probably won't. Either way,
it's the safest place in here.
[grunts]
217
00:11:44,787 --> 00:11:46,748
[yells]
218
00:11:46,748 --> 00:11:50,001
[grunts, groans]
219
00:11:50,001 --> 00:11:52,879
Come on.
Who designed this place?
220
00:11:52,879 --> 00:11:54,881
[sighs]
Okay. Whatever.
221
00:11:54,881 --> 00:11:58,635
Even if this sector survives,
I still gotta find
a way out somehow.
222
00:12:04,182 --> 00:12:05,683
[beeps]
223
00:12:05,683 --> 00:12:07,685
Miles Morales following me.
224
00:12:07,685 --> 00:12:09,687
Such a good heart.[sighs]
225
00:12:09,687 --> 00:12:12,941
But I cannot be botheredwith him right now.
226
00:12:12,941 --> 00:12:15,485
Let us use his heartagainst him.
227
00:12:17,487 --> 00:12:21,866
Spider‐Bots, bring up
possible disturbances
in the vicinity.
228
00:12:21,866 --> 00:12:24,911
Hm. No. No.
Too trivial.
229
00:12:24,911 --> 00:12:26,913
Ah. Perfect.
230
00:12:29,749 --> 00:12:32,752
Help! Spider‐Man!
[creaking]
231
00:12:32,752 --> 00:12:35,672
Help!
232
00:12:35,672 --> 00:12:40,051
Just passed him by?
No way he did that!
233
00:12:40,051 --> 00:12:43,638
That shouldkeep him occupied.
234
00:12:45,139 --> 00:12:47,517
[Sandgirl]
Everybody here chose wisely.
235
00:12:47,517 --> 00:12:49,894
Spider‐Man thinks
he can shut us down.
236
00:12:49,894 --> 00:12:53,481
We're gonna show him
he can't beat
all of us together.
237
00:12:53,481 --> 00:12:55,066
[grunts]
238
00:12:55,066 --> 00:12:58,194
And who's gonna
lead us? You?
239
00:12:58,194 --> 00:13:02,865
That's right.
No one hates Spider‐Man
more than I do.
240
00:13:02,865 --> 00:13:05,952
That web‐head helped
my traitorous father,
241
00:13:05,952 --> 00:13:08,371
then he took down my mentor,
Hammerhead.
242
00:13:08,371 --> 00:13:12,792
The hatred for Spider‐Man
courses through
every grain of my body.
243
00:13:12,792 --> 00:13:14,794
Who else here
can say the same?
244
00:13:16,963 --> 00:13:18,423
Hmph!
245
00:13:18,423 --> 00:13:21,259
Plus, I was in
that warehouse he hit.
246
00:13:21,259 --> 00:13:23,803
I've seen Spider‐Man's
new tactics firsthand.
247
00:13:23,803 --> 00:13:25,805
We can handle him.
248
00:13:25,805 --> 00:13:28,933
It's time for the prey
to become the predators.
249
00:13:28,933 --> 00:13:31,811
Aw, you betcha that's what
we oughta do.
Sandgirl's right.
250
00:13:31,811 --> 00:13:33,604
[laughing]
251
00:13:33,604 --> 00:13:37,275
But ya gotta admit,
Spider‐Man's not
the same guy anymore.
252
00:13:37,275 --> 00:13:40,987
He's different now.
More, like, vengeful.
253
00:13:40,987 --> 00:13:42,488
[laughs]
254
00:13:42,488 --> 00:13:44,490
Guys, he's a kid
255
00:13:44,490 --> 00:13:47,035
pretending to be a superhero.
256
00:13:47,035 --> 00:13:49,037
We're gonna crush him,
257
00:13:49,037 --> 00:13:52,040
with me at the head
of this organization‐‐
258
00:13:52,040 --> 00:13:54,333
[Superior Spider‐Man]
You will be doomed.
259
00:13:56,919 --> 00:13:59,672
You thought you could
outsmart me, Sandgirl.
260
00:13:59,672 --> 00:14:02,467
Please.
You embarrass yourself.
[chuckles]
261
00:14:02,467 --> 00:14:03,718
[beeps]
262
00:14:05,136 --> 00:14:06,137
What?
263
00:14:07,972 --> 00:14:11,934
Oh, you're smart,
Spider‐Man.
But that's your problem.
264
00:14:11,934 --> 00:14:14,270
I knew you'd figure out
a way to track me here.
265
00:14:14,270 --> 00:14:16,814
In fact,
I was counting on it.
266
00:14:16,814 --> 00:14:19,567
You think mere steel can‐‐
[cries out]
267
00:14:21,069 --> 00:14:23,946
Anyone else doubt I can
lead this organization?
268
00:14:23,946 --> 00:14:26,657
[men cheering, laughing]
[man]
All right! Let's do this!
269
00:14:26,657 --> 00:14:29,619
[crying out]
270
00:14:32,955 --> 00:14:34,957
[men laughing]
271
00:14:34,957 --> 00:14:36,709
What's wrong,
Spider‐Man?
[beeps]
272
00:14:36,709 --> 00:14:38,753
[crying out]
273
00:14:39,921 --> 00:14:41,881
[grunts, sighs]
274
00:14:41,881 --> 00:14:45,384
Ahh! My web‐shooters! Fried!
275
00:14:45,384 --> 00:14:49,764
Think, Otto, or the realizationyou've been defeated by a child
276
00:14:49,764 --> 00:14:51,933
will be the last thoughtyou ever have!
277
00:14:53,226 --> 00:14:55,311
Spidey's been acting
real strange.
278
00:14:55,311 --> 00:14:59,065
But getting himself
into big trouble
with a super‐villain?
279
00:14:59,065 --> 00:15:01,275
Now, this is the Spidey I know!
280
00:15:03,277 --> 00:15:04,278
[grunts]
281
00:15:04,278 --> 00:15:06,572
Aah!
Aah!
282
00:15:06,572 --> 00:15:08,157
Thank you!
283
00:15:08,157 --> 00:15:10,159
[yells]
284
00:15:13,955 --> 00:15:17,125
Too little too late,
Knock‐Off Spider.
285
00:15:17,125 --> 00:15:20,044
[chuckles]
Two Spider‐Men in one night.
286
00:15:20,044 --> 00:15:23,673
Our gang's getting off
to a better start
than even I imagined.
287
00:15:23,673 --> 00:15:26,259
We're not done yet!
[beeps]
288
00:15:30,096 --> 00:15:32,306
You dare cage me?!
289
00:15:32,306 --> 00:15:33,891
Attack!
290
00:15:38,437 --> 00:15:40,148
What a coincidence.
291
00:15:40,148 --> 00:15:42,817
I just issued
the same command.
[beeps]
292
00:15:45,945 --> 00:15:47,947
[men gasp]
293
00:15:47,947 --> 00:15:50,908
[men cry out]
294
00:15:50,908 --> 00:15:53,161
Ugh!
[growls]
295
00:15:53,161 --> 00:15:54,537
[grunts]
296
00:15:57,540 --> 00:15:59,000
[Sandgirl yells]
297
00:15:59,000 --> 00:16:00,334
[grunts]
298
00:16:00,334 --> 00:16:03,421
[scoffs]
No webs. This will have to do.
299
00:16:03,421 --> 00:16:05,047
Whoa!
300
00:16:06,632 --> 00:16:09,177
Metal versus sand?
Bring it, bug!
301
00:16:13,472 --> 00:16:15,349
[laughs]
302
00:16:15,349 --> 00:16:18,895
I am guessing
you have not realized
what you have just done.
303
00:16:18,895 --> 00:16:19,937
Pity.
[beeps]
304
00:16:21,439 --> 00:16:25,151
Electric heat
plus sand equals...
Aaahhh!
305
00:16:25,151 --> 00:16:26,903
glass.
306
00:16:28,154 --> 00:16:30,990
Why, Sandgirl,
it appears
307
00:16:30,990 --> 00:16:34,702
as if you have
a glass jaw.
[grunts]
308
00:16:34,702 --> 00:16:36,954
What are you doing?
Let the police arrest her.
309
00:16:36,954 --> 00:16:38,664
We don't shatter
villains to pieces.
310
00:16:38,664 --> 00:16:40,458
Get your hands off of me!
311
00:16:40,458 --> 00:16:42,210
Let this be a lesson
312
00:16:42,210 --> 00:16:46,130
to whoever stands
in Spider‐Man's way.
313
00:16:49,133 --> 00:16:51,636
Spidey,
what's happened to you?
314
00:16:54,263 --> 00:16:57,058
[computer]Shutdown 97% complete.
315
00:16:57,058 --> 00:16:59,852
Commencing flashstorage deletion.
316
00:16:59,852 --> 00:17:03,022
[beeping]
317
00:17:03,022 --> 00:17:04,732
What?
318
00:17:04,732 --> 00:17:07,068
I thought this place
was going to be safe!
319
00:17:07,068 --> 00:17:10,029
I've got nowhere else to go!
[panting]
320
00:17:12,657 --> 00:17:14,867
[grunts]
321
00:17:18,204 --> 00:17:20,206
[grunting]
322
00:17:24,418 --> 00:17:26,212
[panting]
323
00:17:27,296 --> 00:17:29,215
Aah!
[panting]
324
00:17:29,215 --> 00:17:33,094
Gotta be a way
to stop this!
325
00:17:33,094 --> 00:17:36,013
[pants]
What's that?
326
00:17:36,013 --> 00:17:38,432
No time to figure it out.
327
00:17:43,563 --> 00:17:47,483
Ock! Did he have
a Trojan horse program
running on the Neuro‐Cortex?
328
00:17:47,483 --> 00:17:49,235
An escape access point
outta here?
329
00:17:49,235 --> 00:17:52,071
[Doc Ock computerized voice]Password not recognized.
330
00:17:52,071 --> 00:17:55,491
What's Ock's password?
Uh, uh...
331
00:17:55,491 --> 00:17:57,285
Eight, eight, eight!
332
00:17:57,285 --> 00:17:59,787
Password not recognized.
333
00:17:59,787 --> 00:18:01,789
Super‐villain for life!
334
00:18:01,789 --> 00:18:04,584
Password not recognized.
335
00:18:05,626 --> 00:18:08,129
Aah! I hate Spider‐Man?
336
00:18:08,129 --> 00:18:09,672
[beeps]
337
00:18:09,672 --> 00:18:11,090
Really?
338
00:18:11,090 --> 00:18:13,134
[panting]
339
00:18:24,103 --> 00:18:27,398
All done.
Whatever was making you sick,
340
00:18:27,398 --> 00:18:29,400
it's all gone now.
341
00:18:35,406 --> 00:18:37,908
[grunts, yells]
342
00:18:39,577 --> 00:18:42,830
Okay. Out of the frying pan
and into the...
343
00:18:43,956 --> 00:18:45,207
Where?
344
00:18:48,336 --> 00:18:50,129
"HNS."
345
00:18:50,129 --> 00:18:52,298
I'm in the Horizon
Network System!
346
00:18:52,298 --> 00:18:55,801
This must be how Doc
got his message out
to Chameleon to attack me.
347
00:18:55,801 --> 00:18:57,470
Which means...
348
00:19:03,225 --> 00:19:05,269
...from in here,
there might be a way
349
00:19:05,269 --> 00:19:07,313
to communicate
with someone at Horizon!
350
00:19:11,317 --> 00:19:13,277
Here goes nothing.
351
00:19:17,948 --> 00:19:19,950
[thunderclap]
352
00:19:24,413 --> 00:19:26,624
[knocking]
Whoa!
353
00:19:26,624 --> 00:19:28,709
What do you want?
354
00:19:30,419 --> 00:19:34,215
You have the means.
It is time for you
to spread the message.
355
00:19:34,215 --> 00:19:38,344
Stop wasting your influence
on your petty vilification
of me.
356
00:19:38,344 --> 00:19:42,139
Either get on board
with fumigating this city
of its criminal vermin,
357
00:19:42,139 --> 00:19:45,142
or get out of my way.
358
00:19:45,142 --> 00:19:47,478
You can't just waltz in here
and threaten me!
359
00:19:47,478 --> 00:19:49,397
I just did.
360
00:19:49,397 --> 00:19:51,899
This city needs to know
what I stand for now,
361
00:19:51,899 --> 00:19:54,360
and you will be
my messenger.
362
00:19:57,321 --> 00:20:01,409
They're right about you.
You have changed, Spider‐Man.
363
00:20:01,409 --> 00:20:03,703
And I like it.
364
00:20:08,457 --> 00:20:11,252
[Max]
Now, let's just hope
for a graceful reboot.
365
00:20:11,252 --> 00:20:14,964
I received your latest
pestering summons.
366
00:20:14,964 --> 00:20:18,259
You have three minutes.
Make it worth my time.
367
00:20:19,260 --> 00:20:21,303
You're, uh, clearly
368
00:20:21,303 --> 00:20:24,724
under a lot of stress
lately, Peter,
and I hate to add to it.
369
00:20:24,724 --> 00:20:29,478
But your tuition payment is,
at this point,
unacceptably overdue.
370
00:20:29,478 --> 00:20:31,355
[scoffs]
Is that all?
371
00:20:31,355 --> 00:20:33,357
Well, the solution
would appear to be obvious,
372
00:20:33,357 --> 00:20:35,818
even to an overrated mind
like yours.
373
00:20:38,904 --> 00:20:41,240
Give me a scholarship.
374
00:20:41,240 --> 00:20:44,452
I am a brilliant student
and an asset to the school.
375
00:20:45,828 --> 00:20:49,039
I'm afraid it doesn't
work that way.
376
00:20:49,039 --> 00:20:51,375
Maybe we can come up
with a payment plan that‐‐
377
00:20:51,375 --> 00:20:55,463
I have never had to
pay tuition in my life!
378
00:20:55,463 --> 00:20:58,174
Peter, of course you have.
What is wrong with‐‐
379
00:20:58,174 --> 00:21:00,176
Do not contradict me!
380
00:21:00,176 --> 00:21:03,179
The point is, that Horizon
should be paying me
for the prestige
381
00:21:03,179 --> 00:21:05,222
my presence brings
to this place!
[slurping]
382
00:21:05,222 --> 00:21:07,433
Whoa, whoa, Pete!
383
00:21:07,433 --> 00:21:09,226
What in the world
is going on with you?
384
00:21:09,226 --> 00:21:13,063
This is the second time
you have stayed my hand.
385
00:21:13,063 --> 00:21:15,316
There will not
be a third.
386
00:21:18,110 --> 00:21:20,279
Horizon is not what made me.
387
00:21:20,279 --> 00:21:24,825
Any school I attend
will be the superior school
for having me in it.
388
00:21:24,825 --> 00:21:27,995
Consider Horizon
off that list.
389
00:21:27,995 --> 00:21:28,996
I quit!
29532
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