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1
00:00:02,085 --> 00:00:04,421
[Miles Morales]
So we're battling Sandgirl,
then he‐‐
2
00:00:04,421 --> 00:00:06,423
And remember, I'm talking
about Spider‐Man.
3
00:00:06,423 --> 00:00:10,219
He heat zaps her,
so she turns into Glass Girl,
like all made of glass.
4
00:00:10,219 --> 00:00:13,013
Then he's seriously about
to smash her into little pieces,
5
00:00:13,013 --> 00:00:16,141
but I stopped him,
so now he apparently hates me.
6
00:00:16,141 --> 00:00:19,144
Ugh! I mean,
that's not him, right?
7
00:00:19,144 --> 00:00:21,897
It can't be.
Maybe he's a clone or something.
8
00:00:21,897 --> 00:00:24,233
Thank you for coming
to me with this.
9
00:00:24,233 --> 00:00:28,237
Spidey had my back once,
so if there's a chance he's
in trouble, I'm here to help.
10
00:00:28,237 --> 00:00:30,906
Awesome! So what
do you think's going on?
11
00:00:30,906 --> 00:00:33,200
Well, could be
a shape‐shifting alien.
12
00:00:33,200 --> 00:00:35,619
What? Is that a thing?
13
00:00:35,619 --> 00:00:39,248
Of course. But officially,
I never said that.
14
00:00:39,248 --> 00:00:42,584
Look, I know
one thing's for sure.
Pete needs us.
15
00:00:42,584 --> 00:00:44,962
I know we don't
know know each other,
16
00:00:44,962 --> 00:00:46,380
but since you
and Spidey are cool,
17
00:00:46,380 --> 00:00:51,009
maybe we can get the,
you know, team involved.
18
00:00:51,009 --> 00:00:53,387
Don't worry.
We got your back.
19
00:00:53,387 --> 00:00:56,098
I was really hoping
you'd say that.
20
00:00:56,098 --> 00:00:59,559
[sparks crackling]
21
00:01:04,147 --> 00:01:07,192
Use the energy signature.
Locate the mental device.
22
00:01:07,192 --> 00:01:09,111
[bots]Affirmative.
23
00:01:09,111 --> 00:01:10,821
[beeps]
24
00:01:12,573 --> 00:01:14,032
[beeps][beeps]
25
00:01:14,032 --> 00:01:16,326
[Superior Spider‐Man]
Sending a single agent?
26
00:01:16,326 --> 00:01:18,996
Hardly lives up
to the "Advanced Idea" part
27
00:01:18,996 --> 00:01:20,789
of A. I. M.'s absurd moniker.
28
00:01:27,337 --> 00:01:29,590
Device acquired.
29
00:01:29,590 --> 00:01:31,133
[web shooter deploys]
30
00:01:31,133 --> 00:01:34,177
Spider‐Man? Fire!
31
00:01:38,515 --> 00:01:40,684
This guy always blabs.
32
00:01:40,684 --> 00:01:42,686
Target the sound of his voice.
33
00:01:42,686 --> 00:01:46,064
Why so quiet, bug‐brain?
Afraid?
34
00:01:46,064 --> 00:01:49,568
No. Annoyed.
35
00:01:51,153 --> 00:01:54,740
Hey, how did‐‐ Uh‐oh.
36
00:01:54,740 --> 00:01:57,242
I came expecting A. I. M.
37
00:01:57,242 --> 00:02:01,705
You think I wouldn't be prepared
to disable every single one
of your weapons?
38
00:02:01,705 --> 00:02:04,291
You may have planned
for our weapons,
39
00:02:04,291 --> 00:02:08,086
but in a warehouse full of them,
did you ever plan on this?
40
00:02:08,086 --> 00:02:09,671
[grunts]
41
00:02:09,671 --> 00:02:10,672
Hm. Unexpected.
42
00:02:10,672 --> 00:02:12,674
[laughing]
43
00:02:28,357 --> 00:02:31,276
I should've accessed
their inventory database
44
00:02:31,276 --> 00:02:33,528
and planned for all the weapons
available here.
45
00:02:35,280 --> 00:02:39,159
A foolish oversight worthy
of that imbecile, Peter Parker.
46
00:02:39,159 --> 00:02:41,787
[distorted beep]
What? Overheated?
47
00:02:41,787 --> 00:02:43,497
Interesting.
48
00:02:43,497 --> 00:02:45,791
[beeps]
There!
49
00:02:45,791 --> 00:02:47,125
[grunts]
50
00:02:52,297 --> 00:02:54,716
But now that I,
Otto Octavius,
51
00:02:54,716 --> 00:02:57,761
have placed my mind
into Peter Parker's body,
52
00:02:57,761 --> 00:03:00,347
I'm am superi‐‐ Aah!
53
00:03:00,347 --> 00:03:03,600
[straining]
[A. I. M. agent]
The destruction of Spider‐Man.
54
00:03:03,600 --> 00:03:05,727
That would be worth
a promotion.
55
00:03:05,727 --> 00:03:07,604
[distorted beep]
Piece of junk!
56
00:03:07,604 --> 00:03:11,274
[weapon clatters on ground]
Alas, pinned here,
helpless.
57
00:03:11,274 --> 00:03:13,193
Curse my luck,
as no doubt the villain
58
00:03:13,193 --> 00:03:16,780
will use this opportunity
to escape.
59
00:03:16,780 --> 00:03:19,449
[thinking]Excellent. The foolbelieved my charade.
60
00:03:21,326 --> 00:03:23,870
Now with my spider‐tracerin place,
61
00:03:23,870 --> 00:03:26,415
I will finallybe able to discoverwhy A. I. M. has stolen
62
00:03:26,415 --> 00:03:29,793
three differentmental projection devicesin as many days!
63
00:03:29,793 --> 00:03:31,795
Once I track themto their lair,
64
00:03:31,795 --> 00:03:35,674
I will be able to discovertheir end game and ruin it.
65
00:03:37,008 --> 00:03:39,344
Okay. So what if my mind
is trapped
66
00:03:39,344 --> 00:03:41,346
in my high school's
main computer
67
00:03:41,346 --> 00:03:43,849
while a super‐villain
runs around wearing my body?
68
00:03:43,849 --> 00:03:45,976
I've been in weirder...
69
00:03:45,976 --> 00:03:47,978
Oh, who am I kidding?
70
00:03:47,978 --> 00:03:50,605
This is the weirdest
situation ever.
71
00:03:50,605 --> 00:03:53,442
What I need to figure out is how
to get a message to Miles,
72
00:03:53,442 --> 00:03:55,444
Gwen, Anya, anybody.
73
00:03:55,444 --> 00:03:57,237
[chimes]
Huh?
74
00:03:58,280 --> 00:04:00,407
What's that?
75
00:04:00,407 --> 00:04:02,200
[beeping]
76
00:04:02,200 --> 00:04:04,244
A picture cache.
77
00:04:04,244 --> 00:04:07,414
Ugh! Is anything in here
properly labeled?
78
00:04:07,414 --> 00:04:09,624
I mean, how hard is it
to find a root directory?
79
00:04:09,624 --> 00:04:12,461
[computer]Loading root directory.
80
00:04:12,461 --> 00:04:15,297
Oh.
[laughs]
81
00:04:15,297 --> 00:04:17,340
A root directory. Yes!
82
00:04:17,340 --> 00:04:19,092
See? Talking to yourself
does help.
83
00:04:19,092 --> 00:04:22,220
Now, I just need to make contact
so I can get back into my body
84
00:04:22,220 --> 00:04:24,306
and control‐alt‐delete
Ock outta there.
85
00:04:24,306 --> 00:04:28,101
Ah, great!
Access nodes.
86
00:04:28,101 --> 00:04:30,395
Access denied.
87
00:04:30,395 --> 00:04:32,647
Access denied.
88
00:04:32,647 --> 00:04:35,275
Oh, what? Come on!
89
00:04:35,275 --> 00:04:39,529
Open. Computer,
access node folders.
90
00:04:39,529 --> 00:04:42,616
[overlapping]Access denied. Access denied.Access denied. Access denied...
91
00:04:42,616 --> 00:04:44,451
[buzzing]
[frustrated grunt]
92
00:04:44,451 --> 00:04:47,370
Ock hired a bunch of villains
to come after me
when he was in here,
93
00:04:47,370 --> 00:04:51,416
so there's gotta be a way
to communicate
with the outside world.
94
00:04:51,416 --> 00:04:55,170
This is a waste of time‐‐
trying to think
like a mad scientist.
95
00:04:55,170 --> 00:04:58,507
I mean, who knows what goes on
in Otto Octavius' brain?
96
00:04:58,507 --> 00:05:00,383
[beeps]Otto Octavius.
97
00:05:00,383 --> 00:05:02,385
Brain memory store backup.
98
00:05:02,385 --> 00:05:04,429
Loading.
What?
99
00:05:04,429 --> 00:05:07,015
Ock's memories?
100
00:05:07,015 --> 00:05:09,476
This is‐‐ Ugh!
101
00:05:09,476 --> 00:05:12,354
This could be gross
and terrifying.
102
00:05:12,354 --> 00:05:14,481
"Grossifying"?
103
00:05:14,481 --> 00:05:17,651
But if I want out of here,
I need to see Ock's memory
of how he did it.
104
00:05:19,402 --> 00:05:22,948
This is insane.
It looks so... real.
105
00:05:22,948 --> 00:05:26,326
No!
[grunts]
106
00:05:26,326 --> 00:05:27,911
[scoffs]
Figures.
107
00:05:27,911 --> 00:05:30,205
Even growing up, Ock,
you were nothing but a...
108
00:05:30,205 --> 00:05:32,207
[grunts]
bully?
109
00:05:32,207 --> 00:05:34,751
Please, just leave me alone.
110
00:05:34,751 --> 00:05:36,294
[laughing]
111
00:05:36,294 --> 00:05:38,338
[whimpers]
112
00:05:38,338 --> 00:05:41,466
[whimpering]
Hey! Enough!
113
00:05:41,466 --> 00:05:43,969
I can't stop them.
[grunts]
114
00:05:43,969 --> 00:05:46,972
Ugh. This is a memory.
It already happened.
115
00:05:46,972 --> 00:05:50,517
[mock whimpering]
Is my Ottoman gonna cry?
116
00:05:50,517 --> 00:05:54,062
[laughs]
Be sure not to get
my shoes wet, Ottoman.
117
00:05:54,062 --> 00:05:56,314
Tell you what.
Another bad grade,
118
00:05:56,314 --> 00:05:57,816
Coach says
I'm off the team.
119
00:05:57,816 --> 00:06:00,569
But let me copy off ya
on the chemistry midterm,
120
00:06:00,569 --> 00:06:03,280
and maybe I'll be too busy
with baseball
121
00:06:03,280 --> 00:06:05,574
to care about
my favorite footrest.
122
00:06:05,574 --> 00:06:07,075
[laughing]
123
00:06:07,075 --> 00:06:09,911
[crying softly]
124
00:06:09,911 --> 00:06:11,538
[growls]
125
00:06:12,372 --> 00:06:14,332
[A.I.M. agent]
I saw it coming.
126
00:06:14,332 --> 00:06:16,793
With Spider‐Man's recent
actions against A. I. M.,
[chuckles]
127
00:06:16,793 --> 00:06:19,880
it was only a matter of time
before he caught up
with our unit.
128
00:06:19,880 --> 00:06:23,466
[beeps]
To help awaken the subject,
your mental device, sir.
129
00:06:23,466 --> 00:06:27,387
No matter.
He'll hardly be a match
for our secret weapon.
130
00:06:27,387 --> 00:06:29,598
And with this,
we near the finish.
131
00:06:29,598 --> 00:06:31,391
The project promises
to be more powerful
132
00:06:31,391 --> 00:06:34,644
than even the Scientist Supreme
could've imagined.
133
00:06:36,396 --> 00:06:38,690
[beeping]
It seems my unwitting pawn
134
00:06:38,690 --> 00:06:41,526
has reached his destination.
135
00:06:41,526 --> 00:06:44,237
You doing some sightseeing,
web‐head?
Stark?!
136
00:06:44,237 --> 00:06:45,697
[clangs]
137
00:06:45,697 --> 00:06:47,449
In the armored flesh.
138
00:06:47,449 --> 00:06:50,535
Now, can we skip
the usual hero worship stuff,
139
00:06:50,535 --> 00:06:52,537
where you fawn all over me?
140
00:06:52,537 --> 00:06:54,748
'Cause, I mean,
don't get me wrong.
I love all that,
141
00:06:54,748 --> 00:06:57,125
but we've got
some questions for you.
142
00:06:57,125 --> 00:06:59,461
Like, what planet
are you from?
143
00:06:59,461 --> 00:07:01,546
Spartax? Vrelnex?
144
00:07:01,546 --> 00:07:03,173
What is all this?
145
00:07:03,173 --> 00:07:05,383
Nothing to get
riled up about, kid.
146
00:07:05,383 --> 00:07:07,469
Just a friendly
neighborhood check‐in.
147
00:07:07,469 --> 00:07:10,388
Leave me to my business,
Stark.
148
00:07:10,388 --> 00:07:12,807
Yeah, that's not happening.
149
00:07:12,807 --> 00:07:15,185
Look, Pajamas,
we're gonna take a few scans,
150
00:07:15,185 --> 00:07:17,937
make sure everything's
tip‐top and under control
with you.
151
00:07:17,937 --> 00:07:21,066
Why would it not be?
Oh, I don't know.
152
00:07:21,066 --> 00:07:23,652
Maybe because of all the reports
that you're now a loose cannon?
153
00:07:23,652 --> 00:07:26,571
Also, that you're, like,
super not funny.
154
00:07:26,571 --> 00:07:28,657
Uh, well, even less funny
than normal.
155
00:07:28,657 --> 00:07:31,451
My wit is elevated.
156
00:07:31,451 --> 00:07:35,246
Wait. Reports?
From who?
157
00:07:35,246 --> 00:07:38,375
We're the Avengers.
We have sources.
158
00:07:38,375 --> 00:07:40,710
Morales.
159
00:07:40,710 --> 00:07:43,505
I do not
have time for this.
160
00:07:43,505 --> 00:07:46,508
We're not asking.
[grunts]
161
00:07:46,508 --> 00:07:51,221
Whoa, whoa, whoa!
Not cool!
Stand down, Spidey!
162
00:07:51,221 --> 00:07:53,181
[grunts]
Unhand me!
163
00:07:53,181 --> 00:07:56,601
[yells, grunts]
Okay, this just got funky.
164
00:07:56,601 --> 00:07:59,270
Not sure what the deal is,
but you're coming with us.
165
00:07:59,270 --> 00:08:01,690
Not on your life, Stark!
[yells]
166
00:08:04,609 --> 00:08:07,487
Uh, kid, you're probably
gonna wanna rethink this.
167
00:08:07,487 --> 00:08:10,573
My calculations
never need to be rethought.
168
00:08:10,573 --> 00:08:12,575
[both grunt]
169
00:08:14,202 --> 00:08:17,205
Okay, Pajamas,
stow your tray table.
170
00:08:17,205 --> 00:08:19,624
[Superior Spider‐Man screaming]
171
00:08:20,709 --> 00:08:22,627
Stark!
172
00:08:22,627 --> 00:08:25,255
[Iron Man]
Just a quick scenic trip.
173
00:08:25,255 --> 00:08:27,757
Enjoy the view
until your lights go out.
174
00:08:29,551 --> 00:08:31,511
Trying to cut off
my oxygen supply
175
00:08:31,511 --> 00:08:34,180
by going into
the upper atmosphere?
176
00:08:34,180 --> 00:08:37,100
Wha‐ha‐‐
Are you nuts?
[grunts]
177
00:08:37,100 --> 00:08:40,729
No. I am your superior!
178
00:08:44,357 --> 00:08:46,443
No way
this is ending well.
179
00:08:46,443 --> 00:08:48,903
Stark can handle himself.
180
00:08:48,903 --> 00:08:52,365
[Iron Man]
Coming down hard!
Kid, we need to pull up!
181
00:08:52,365 --> 00:08:55,577
Quiet. I am calculating.
182
00:08:55,577 --> 00:08:56,786
[both grunt]
183
00:09:02,751 --> 00:09:04,544
No‐‐
Way.
184
00:09:09,591 --> 00:09:11,509
[grunts]
185
00:09:11,509 --> 00:09:14,512
[Iron Man]
Your logistics need serious...
186
00:09:14,512 --> 00:09:16,848
[grunts]
work!
187
00:09:16,848 --> 00:09:18,850
[grunts]
188
00:09:18,850 --> 00:09:21,644
[groans]
189
00:09:21,644 --> 00:09:24,481
That... was embarrassing.
190
00:09:24,481 --> 00:09:26,107
Yes, it was.
191
00:09:26,107 --> 00:09:28,902
So much for
"friends till the end."
192
00:09:28,902 --> 00:09:32,489
Friends or not,
you are in my way.
193
00:09:32,489 --> 00:09:34,115
[grunts]
[Black Widow grunts]
194
00:09:34,115 --> 00:09:36,701
Yes, we are.
[grunts]
195
00:09:36,701 --> 00:09:39,662
[grunts, chuckles]
196
00:09:39,662 --> 00:09:41,790
[bat clatters on ground]
197
00:09:43,291 --> 00:09:45,919
Is this
a Curie Craftchem set?
198
00:09:45,919 --> 00:09:50,131
Oh, man! Uncle Ben
bought me this exact model
when I was a kid.
199
00:09:51,424 --> 00:09:53,676
What happened to you, Ock?
200
00:09:53,676 --> 00:09:55,720
You had everything I had.
201
00:09:55,720 --> 00:09:58,515
You're a smart kid.
Where'd it go wrong?
202
00:09:58,515 --> 00:10:00,517
[door opens]
203
00:10:00,517 --> 00:10:02,018
[door closes]
204
00:10:04,104 --> 00:10:06,815
What'd I tell you about
working with your play set
at the table?
205
00:10:08,149 --> 00:10:10,860
I told you,
it's a chemistry set.
206
00:10:10,860 --> 00:10:14,405
What's that?
You talking back to me?
207
00:10:15,740 --> 00:10:17,700
Please. Don't, sir.
208
00:10:17,700 --> 00:10:20,703
I've been working on perfecting
that formula for weeks.
It could‐‐
209
00:10:20,703 --> 00:10:23,873
You are talking back! Huh!
You think you're better
than me, huh?
210
00:10:23,873 --> 00:10:26,709
Your good grades,
your big dreams...
211
00:10:26,709 --> 00:10:28,586
No!
[grunts]
212
00:10:28,586 --> 00:10:31,548
[grunts, groans]
See?
213
00:10:31,548 --> 00:10:33,591
You are no better
than me.
214
00:10:33,591 --> 00:10:35,760
What you do,
I can take away.
215
00:10:35,760 --> 00:10:38,638
Now you go play
with the other kids
like you're supposed to.
216
00:10:38,638 --> 00:10:40,682
Be normal for once.
217
00:10:40,682 --> 00:10:42,684
I am normal.
Science is‐‐
218
00:10:42,684 --> 00:10:46,104
Ugh! I'm sick of you blubbering
about science all the time!
219
00:10:46,104 --> 00:10:48,148
Science is useless.
220
00:10:48,148 --> 00:10:50,692
You know what got me
ahead in this world? Huh?
221
00:10:50,692 --> 00:10:53,153
These hands, these arms!
222
00:10:53,153 --> 00:10:57,240
Strength is the only thing
this world understands.
223
00:10:57,240 --> 00:10:59,450
That's‐‐ That's not fair.
224
00:10:59,450 --> 00:11:00,869
[mocking voice]
"That's not fair."
225
00:11:00,869 --> 00:11:03,997
Aw. Life gives
to the powerful,
226
00:11:03,997 --> 00:11:07,333
not the ones that whine
about what's fair.
227
00:11:10,086 --> 00:11:12,672
Power...
228
00:11:12,672 --> 00:11:15,633
I do have power.
229
00:11:15,633 --> 00:11:18,303
Oh, boy.
230
00:11:19,804 --> 00:11:22,599
[Superior Spider‐Man groaning]
231
00:11:22,599 --> 00:11:25,101
Hey, there, PJ's.
We took those scans
we wanted.
232
00:11:25,101 --> 00:11:28,396
Wasn't so bad.
Might even be a lollipop
in your future.
233
00:11:28,396 --> 00:11:32,692
Not so bad?
He rode you like a surfboard.
234
00:11:32,692 --> 00:11:35,862
Ah, right.
Yeah, no lollipop.
235
00:11:35,862 --> 00:11:38,448
Million‐dollar dry cleaning
bill instead.
236
00:11:38,448 --> 00:11:42,493
Sorry to break up
the comedy hour.
Excuse us.
237
00:11:42,493 --> 00:11:45,538
[growls, gasps]
Need to confer
with my colleagues.
238
00:11:46,748 --> 00:11:48,708
So, what now?
239
00:11:48,708 --> 00:11:51,836
What do you mean?
The scans confirm it's him.
240
00:11:51,836 --> 00:11:54,464
The real him.
But aliens could've‐‐
241
00:11:54,464 --> 00:11:57,717
No aliens.
I checked.
242
00:11:57,717 --> 00:12:01,554
I don't know, Tony.
His fighting style‐‐
it's different.
243
00:12:01,554 --> 00:12:04,307
A different skill set
than the last time I saw him.
244
00:12:04,307 --> 00:12:06,768
This whole thing
doesn't add up.
245
00:12:06,768 --> 00:12:08,561
Spidey wouldn't
act this way.
246
00:12:08,561 --> 00:12:11,064
He's a friend,
and you two are his idols.
247
00:12:11,064 --> 00:12:12,857
You check
for mind control?
248
00:12:12,857 --> 00:12:15,401
Mind control, doppelgangers,
LMDs, cloning,
249
00:12:15,401 --> 00:12:17,946
Asgardian illusion spells,
holo‐disguises.
250
00:12:17,946 --> 00:12:21,449
Negative on all.
It's the kid.
That's Peter Parker.
251
00:12:21,449 --> 00:12:24,744
It's a sad fact,
but sometimes
people just change.
252
00:12:24,744 --> 00:12:27,413
[Superior Spider‐Man]
Congratulations, Stark.
[all grunt]
253
00:12:29,832 --> 00:12:32,585
You wasted your time
proving the obvious.
254
00:12:32,585 --> 00:12:34,837
[Iron Man]
Away from the controls,
kid, now!
255
00:12:34,837 --> 00:12:38,675
I don't think so.
Despite my warnings,
[Avengers yell]
256
00:12:38,675 --> 00:12:40,677
you forced my hand,
wasting my time.
257
00:12:40,677 --> 00:12:42,679
So to make up for it,
258
00:12:42,679 --> 00:12:44,806
you are now my chauffer.
259
00:12:44,806 --> 00:12:46,933
Does this mean
I get to hit him again?
260
00:12:46,933 --> 00:12:48,810
Because I'd be
okay with that.
261
00:12:48,810 --> 00:12:51,854
Oh, you do not want
to stop the bad guys?
262
00:12:51,854 --> 00:12:55,024
The ones I was tracking
before you absconded with me?
263
00:12:55,024 --> 00:12:57,235
I am sure you remember A. I. M.
264
00:12:57,235 --> 00:12:58,945
Explain.
265
00:12:58,945 --> 00:13:00,822
There has been
a rash of break‐ins
266
00:13:00,822 --> 00:13:03,408
at science labs,
so I laid in wait.
267
00:13:03,408 --> 00:13:07,370
Meanwhile, my spider‐bots
have been picking up chatter,
something called a‐‐
268
00:13:07,370 --> 00:13:10,331
Doomsday Chair.
You've heard this too?
269
00:13:10,331 --> 00:13:12,959
Ever since we took down
the Scientist Supreme,
270
00:13:12,959 --> 00:13:14,877
something big's
been in the works.
271
00:13:14,877 --> 00:13:17,714
An A. I. M. agent I interrogated
mentioned a Doomsday Chair.
272
00:13:17,714 --> 00:13:20,049
Then it is your good fortune
that you ran into me,
273
00:13:20,049 --> 00:13:21,884
as I have
their base coordinates.
274
00:13:21,884 --> 00:13:24,554
Prepare yourselves.
[Ms. Marvel]
Wait. Let us st‐‐
275
00:13:24,554 --> 00:13:26,264
[screams]
276
00:13:29,058 --> 00:13:30,768
Huh?
Huh?
277
00:13:30,768 --> 00:13:32,979
[bots]Structural failure detected.
What?
278
00:13:32,979 --> 00:13:35,023
Notify maintenance.
279
00:13:37,025 --> 00:13:39,360
[grunting]
280
00:13:40,361 --> 00:13:41,946
[both grunt]
281
00:13:44,991 --> 00:13:47,660
Everybody‐‐
Surrender,
282
00:13:47,660 --> 00:13:51,622
before me and my lackeys
destroy you completely.
283
00:13:51,622 --> 00:13:52,957
[Avengers]
"Lackeys"?
284
00:13:52,957 --> 00:13:55,877
[A.I.M. agent]
Ah, you brought the Avengers.
285
00:13:55,877 --> 00:13:58,004
Perfect. Perfect!
286
00:13:58,004 --> 00:14:00,131
Explain your meaning, now.
287
00:14:00,131 --> 00:14:03,176
Did you think
we wouldn't find your toy?
288
00:14:03,176 --> 00:14:06,637
We already planned to test
our newest weapon on you.
289
00:14:06,637 --> 00:14:10,016
But the Avengers as well?
Beyond hopes.
290
00:14:10,016 --> 00:14:12,810
Okay. I don't
speak Villain‐ese.
291
00:14:12,810 --> 00:14:14,312
What's going on?
What weapon?
292
00:14:14,312 --> 00:14:17,857
Allow us to introduce
the next Scientist Supreme,
293
00:14:17,857 --> 00:14:21,903
a Mental Organism Designed
Only for Kaos,
294
00:14:21,903 --> 00:14:25,531
otherwise known as... MODOK!
295
00:14:25,531 --> 00:14:29,077
[cackling]
296
00:14:31,871 --> 00:14:35,374
[sighs]
Sorry. I'm sorry.
Don't mind me.
297
00:14:35,374 --> 00:14:39,337
It's just the big,
floating baby head.
[cackling]
298
00:14:39,337 --> 00:14:42,131
[growling]
Whew!
[cackling]
299
00:14:42,131 --> 00:14:44,050
[yells]
[Avengers yell]
300
00:14:44,050 --> 00:14:47,220
[MODOK]
Go ahead,
laugh at me now, fools!
301
00:14:47,220 --> 00:14:51,516
[laughing]
He seems to have technopathic
control of this environment!
302
00:14:51,516 --> 00:14:53,851
Avengers! Imbeciles!
303
00:14:53,851 --> 00:14:55,103
[grunts]
[grunts]
304
00:14:55,103 --> 00:14:56,646
Aah!
[grunts]
305
00:14:56,646 --> 00:14:58,523
[screaming]
[laughing]
306
00:15:00,733 --> 00:15:03,778
[screaming]
307
00:15:03,778 --> 00:15:05,780
You are foolish
to challenge me.
308
00:15:05,780 --> 00:15:08,950
I am the apex
of A. I. M. technology!
What?
309
00:15:08,950 --> 00:15:12,036
Ha! Open‐wire access
on a hovercraft?
[yells]
310
00:15:12,036 --> 00:15:15,456
No, no, no, no, no!
Say good‐bye to your
stabilizer control, monstrosity!
311
00:15:15,456 --> 00:15:18,751
[yelling]
312
00:15:18,751 --> 00:15:21,003
Avengers, gather together!
313
00:15:21,003 --> 00:15:23,172
That's not how we say that.
314
00:15:25,007 --> 00:15:27,552
Here's the plan:
Widow, flank left,
draw their fire.
315
00:15:27,552 --> 00:15:30,429
Stark, lay down cover
and take down
the encroaching bots.
316
00:15:30,429 --> 00:15:32,140
Marvel, approach MODOK
from behind.
317
00:15:32,140 --> 00:15:34,767
Usually, to be in charge
of the Avengers,
318
00:15:34,767 --> 00:15:38,062
you have to first
be a member of the Avengers.
319
00:15:38,062 --> 00:15:40,231
So, what do we do, boss?
320
00:15:40,231 --> 00:15:42,024
Aah!
[groans]
321
00:15:42,024 --> 00:15:43,860
Aah!
[grunts]
322
00:15:43,860 --> 00:15:45,486
[laughing]
323
00:15:47,196 --> 00:15:49,615
Widow, flank left,
draw their fire.
324
00:15:49,615 --> 00:15:52,118
I'll lay down cover
and take down
the encroaching bots.
325
00:15:52,118 --> 00:15:55,288
Marvel, approach MODOK
from behind.
326
00:15:57,039 --> 00:15:59,750
[grunting]
327
00:16:05,798 --> 00:16:08,759
Finally, obedience
from my underlings.
328
00:16:08,759 --> 00:16:11,179
Now I can
enact my plan.
329
00:16:11,179 --> 00:16:13,723
Your skills do you credit,
child,
[gasps]
330
00:16:13,723 --> 00:16:18,811
but you face the power of MODOK,
a force of pure Kaos!
[groaning]
331
00:16:18,811 --> 00:16:21,939
Good‐bye.
I'm the child?
332
00:16:21,939 --> 00:16:24,984
You're the one
with the big, fat, baby head!
333
00:16:24,984 --> 00:16:26,611
[growls]
334
00:16:26,611 --> 00:16:27,945
[grunts]
335
00:16:27,945 --> 00:16:29,947
Ms. Marvel!
336
00:16:29,947 --> 00:16:31,115
[chuckling]
337
00:16:31,115 --> 00:16:33,201
[grunts, groans]
338
00:16:33,201 --> 00:16:35,369
[laughing]
339
00:16:35,369 --> 00:16:37,580
[chuckling]
340
00:16:37,580 --> 00:16:39,582
What happened here,
Ottoman!
[gasps]
341
00:16:39,582 --> 00:16:41,876
I copied you exactly,
but I failed!
342
00:16:41,876 --> 00:16:44,629
Guess you ain't as smart
as you think.
343
00:16:44,629 --> 00:16:46,172
[chuckles]
344
00:16:46,172 --> 00:16:48,716
Do you not understand,
you imbecile?
345
00:16:48,716 --> 00:16:51,010
I failed on purpose.
346
00:16:51,010 --> 00:16:54,013
But that means you
got an "F," too, doofus!
347
00:16:54,013 --> 00:16:55,765
Mm, yes.
348
00:16:55,765 --> 00:17:00,561
But my superior grades
can easily absorb
one failed exam.
349
00:17:00,561 --> 00:17:04,232
However,
you're more fragile standing
will never recover.
350
00:17:04,232 --> 00:17:06,317
Good‐bye, sports.
351
00:17:06,317 --> 00:17:08,361
Good‐bye, scholarship‐‐
Huh?
352
00:17:08,361 --> 00:17:11,906
...the only way
you could possibly hope
to get into a good college.
353
00:17:11,906 --> 00:17:13,950
[growling]
[laughs]
Don't you see?
354
00:17:13,950 --> 00:17:16,035
I've ruined you utterly,
355
00:17:16,035 --> 00:17:19,497
and all without
lifting a finger.
356
00:17:19,497 --> 00:17:21,499
[grunts, gasps]
[car approaches]
357
00:17:21,499 --> 00:17:23,251
[horn honks]
You'll pay for‐‐
358
00:17:23,251 --> 00:17:26,128
Steve,
quit messing around.
359
00:17:26,128 --> 00:17:27,922
Car, now!
360
00:17:27,922 --> 00:17:31,175
We're gonna have a little talk
about your grades.
361
00:17:31,175 --> 00:17:32,552
[whimpering]
[growling]
362
00:17:32,552 --> 00:17:34,971
Steve!
363
00:17:34,971 --> 00:17:36,931
[breathes shakily]
364
00:17:36,931 --> 00:17:39,183
[car door opens, closes]
That‐‐
365
00:17:39,183 --> 00:17:42,478
That was... amazing!
[car departing]
366
00:17:42,478 --> 00:17:46,023
So that's what Ock does
with great power?
367
00:17:46,023 --> 00:17:49,110
Destroys people's lives?
Huh.
368
00:17:49,110 --> 00:17:51,946
And if I didn't have Ben and May
to teach me better,
369
00:17:51,946 --> 00:17:54,073
could I have
turned out like that?
370
00:17:54,073 --> 00:17:58,244
Vengeful? A villain?
371
00:17:58,244 --> 00:18:00,037
[groaning]
372
00:18:00,037 --> 00:18:02,873
So much for the brilliant
Spider‐Man plan.
373
00:18:04,834 --> 00:18:06,669
[laughing]
[Superior Spider‐Man]
MODOK!
374
00:18:06,669 --> 00:18:08,462
Face me,
you absurd creature!
[growls]
375
00:18:08,462 --> 00:18:11,465
What can you possibly do
with that mental device?
376
00:18:11,465 --> 00:18:14,385
Your feeble mind
is sorely limited.
377
00:18:14,385 --> 00:18:19,223
Do you think you are
the first individual to use tech
to gain mental powers?
378
00:18:19,223 --> 00:18:23,019
I, myself, have some experience
in this arena.
379
00:18:23,019 --> 00:18:24,145
[all yell]
380
00:18:26,272 --> 00:18:27,857
[yells, grunts]
381
00:18:28,941 --> 00:18:31,402
[growling]
[groans]
Okay.
382
00:18:31,402 --> 00:18:34,322
In retrospect,
maybe there are some merits
to the kid's plan.
383
00:18:34,322 --> 00:18:35,823
[yells]
384
00:18:37,074 --> 00:18:39,285
[both straining]
385
00:18:41,954 --> 00:18:44,248
[straining intensifies]
386
00:18:45,958 --> 00:18:47,001
[yells]
387
00:18:47,001 --> 00:18:50,588
[yelling]
388
00:18:53,049 --> 00:18:54,508
[MODOK groans]
389
00:18:54,508 --> 00:18:56,677
[yelling]
390
00:19:00,097 --> 00:19:02,933
[grunting]
391
00:19:02,933 --> 00:19:04,977
[groans]
[Superior Spider‐Man chuckles]
392
00:19:04,977 --> 00:19:07,188
While you were busy
chasing down my minions,
393
00:19:07,188 --> 00:19:09,357
I defeated you, MODOK.
394
00:19:09,357 --> 00:19:11,942
And I didn't even
have to lift a finger.
395
00:19:11,942 --> 00:19:14,570
Wait.
Were you using us?
396
00:19:14,570 --> 00:19:18,324
Your whole plan
was to use us as bait
while you got the mental device?
397
00:19:18,324 --> 00:19:20,326
You were not
the worst sidekicks.
398
00:19:20,326 --> 00:19:22,453
But if I ever have
need of you again,
399
00:19:22,453 --> 00:19:25,456
please remember to check
your egos at the door.
400
00:19:25,456 --> 00:19:28,292
I will leave the cleanup
to you.
401
00:19:28,292 --> 00:19:33,172
[sighs]
He used to be nice, sweet.
402
00:19:33,172 --> 00:19:35,966
He can no longer
be trusted.
403
00:19:35,966 --> 00:19:38,010
And this is coming
from a spy.
404
00:19:38,010 --> 00:19:40,012
I don't know.
Love him or hate him,
405
00:19:40,012 --> 00:19:42,390
it's indisputable
that Spider‐Man
is better at this
406
00:19:42,390 --> 00:19:44,809
than ever before.
407
00:19:44,809 --> 00:19:49,105
Well, even though Ock and I
aren't as different
as I thought,
408
00:19:49,105 --> 00:19:51,982
this isn't getting me any closer
to escaping this place.
409
00:19:51,982 --> 00:19:55,236
Computer, can you fast‐forward
these memories?
410
00:19:55,236 --> 00:19:57,905
[computer]Accessing fast‐forward.
411
00:19:57,905 --> 00:20:00,032
[gasping]
412
00:20:02,201 --> 00:20:04,203
This is from the beginning
of the school year,
413
00:20:04,203 --> 00:20:08,416
when Ock had Gwen, Anya,
and Miles hooked
into the computer.
414
00:20:08,416 --> 00:20:10,209
Computer, pause.
[beeps]
415
00:20:10,209 --> 00:20:14,004
They sent a blast
of mental feedback at him.
416
00:20:14,004 --> 00:20:16,006
At the same time,
Carolyn Trainer and I
417
00:20:16,006 --> 00:20:17,675
went in to wallop him big‐time.
418
00:20:21,053 --> 00:20:23,055
It all started here.
419
00:20:23,055 --> 00:20:26,183
Ock fell into a coma‐‐
Or at least I thought he did.
420
00:20:26,183 --> 00:20:29,228
It turns out
that was just his body.
421
00:20:29,228 --> 00:20:33,399
He must have
wirelessly downloaded
his mind into‐‐ into‐‐
422
00:20:33,399 --> 00:20:36,360
into his arms.
423
00:20:36,360 --> 00:20:38,154
But how?
424
00:20:38,154 --> 00:20:41,615
Computer, show me
any command codes
activated at this moment.
425
00:20:41,615 --> 00:20:43,617
Huh.
426
00:20:43,617 --> 00:20:46,454
"Data Log 47E127."
427
00:20:46,454 --> 00:20:49,457
This has to be
the execution command Ock used
428
00:20:49,457 --> 00:20:52,251
to transfer his consciousness
into his arms.
429
00:20:52,251 --> 00:20:55,296
Computer, terminal command.
Execute.
430
00:20:55,296 --> 00:20:57,214
[beeps]
431
00:20:57,214 --> 00:21:01,552
[Ms. Marvel]All the tests check out,but something's super off.
432
00:21:01,552 --> 00:21:03,304
What did Iron Man think?
433
00:21:03,304 --> 00:21:06,432
That Spidey's better than ever,even if he is a pain.
434
00:21:06,432 --> 00:21:07,933
[clatter]
435
00:21:07,933 --> 00:21:11,520
Uh, thanks for trying,
Ms. Marvel. Gotta go.
436
00:21:11,520 --> 00:21:13,564
[keyboard clacking]
437
00:21:13,564 --> 00:21:16,192
Ock's arms, alive?
438
00:21:17,193 --> 00:21:19,153
[grunts]
439
00:21:21,614 --> 00:21:25,367
"Miles, it's Peter Parker.
440
00:21:25,367 --> 00:21:28,537
Ock trapped me in here.
Help."
441
00:21:28,537 --> 00:21:29,538
Peter?!
32984
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