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1
00:00:00,209 --> 00:00:02,002
[grunting]
[Peter]You're not Peter Parker!
2
00:00:02,002 --> 00:00:03,795
You're Otto Octavius!
3
00:00:03,795 --> 00:00:06,673
Do the right thing.You can be a good man!
4
00:00:06,673 --> 00:00:08,592
Stop talking!
[grunts]
5
00:00:08,592 --> 00:00:12,596
But you know, deep inside,you can never be me.
6
00:00:12,596 --> 00:00:15,140
You can nevertruly be Spider‐Man!
7
00:00:15,140 --> 00:00:17,851
No. Just the superior one.
8
00:00:17,851 --> 00:00:23,190
Please... don't‐‐Please... don't do this.[static]
9
00:00:23,190 --> 00:00:25,776
Good‐bye.
10
00:00:25,776 --> 00:00:29,238
[both grunting]
11
00:00:29,238 --> 00:00:31,782
Not yet!
[screaming]
12
00:00:31,782 --> 00:00:35,160
[groans]
13
00:00:35,160 --> 00:00:38,163
Don't worry.
I can fix this.
14
00:00:38,163 --> 00:00:40,791
I can fix this.
I can fix this.
15
00:00:40,791 --> 00:00:43,043
That did...[static]
16
00:00:43,043 --> 00:00:44,753
not go how I hoped it would.
17
00:00:44,753 --> 00:00:46,338
Pete!
18
00:00:46,338 --> 00:00:49,883
I didn't think I would ever
hear your voice again!
19
00:00:49,883 --> 00:00:53,178
What?! You just saidyou could [static]fix this.
20
00:00:53,178 --> 00:00:55,973
Well, I hope I can.
'Cause if we can't get
21
00:00:55,973 --> 00:00:58,642
Ock's mind out of your body
and you back into it soon‐‐
22
00:00:58,642 --> 00:01:03,855
Then, like a corrupted file,my consciousness couldbe lost forever.
23
00:01:03,855 --> 00:01:07,109
We have to hurry.
Let's go.
24
00:01:09,278 --> 00:01:11,655
[web shooter deploys]
25
00:01:12,906 --> 00:01:15,450
[monitor beeping]
26
00:01:15,450 --> 00:01:18,245
[growling]
27
00:01:20,706 --> 00:01:25,085
The spider is near!
28
00:01:27,212 --> 00:01:30,173
[grunts]
The spider!
29
00:01:30,173 --> 00:01:31,592
[grunts]
[alarm beeping]
30
00:01:31,592 --> 00:01:35,137
The spider!
31
00:01:35,137 --> 00:01:38,974
[grunts]
The spider...
[beeping intensifies]
32
00:01:38,974 --> 00:01:42,102
will be destroyed
33
00:01:42,102 --> 00:01:43,103
by Venom!
34
00:01:56,950 --> 00:01:59,661
So, what are my [static]chances, Doc?
35
00:01:59,661 --> 00:02:01,538
Uh, they'd be a lot better
36
00:02:01,538 --> 00:02:04,207
if we could get your mind
out of those damaged Ock arms
37
00:02:04,207 --> 00:02:06,168
and back into Horizon's
stable mainframe.
38
00:02:06,168 --> 00:02:11,006
But every time we transfer you,
you degrade more and more,
like a copy of a copy.
39
00:02:11,006 --> 00:02:13,175
Another transfer
could erase you entirely!
40
00:02:13,175 --> 00:02:16,011
[static]We're both science nerds.
41
00:02:16,011 --> 00:02:18,680
[static]I'm sure we cancome up with a plan.
42
00:02:21,224 --> 00:02:24,186
[Otto Octavius, thinking]It was foolish and shortsightedof Peter Parker
43
00:02:24,186 --> 00:02:25,937
to ask me for this body back.
44
00:02:25,937 --> 00:02:28,649
If he was capableof any logic whatsoever,
45
00:02:28,649 --> 00:02:31,526
Parker would recognizethat my accomplishments
46
00:02:31,526 --> 00:02:34,196
are vastly superior to his own.
47
00:02:34,196 --> 00:02:36,239
Yes, that is it.He was acting
48
00:02:36,239 --> 00:02:38,992
only out of emotionrather than reason.
49
00:02:38,992 --> 00:02:42,204
I have no patiencefor anyone so selfishand egocentric
50
00:02:42,204 --> 00:02:45,248
that they're incapableof seeing what is rightin front of them.
51
00:02:45,248 --> 00:02:48,043
Parker! About time.
[gasps]
52
00:02:48,043 --> 00:02:50,128
Heart rate increasing.
53
00:02:50,128 --> 00:02:52,839
What is this effectAnna Maria has on me?
54
00:02:52,839 --> 00:02:56,051
I, um, was examining
the damage outside.
55
00:02:56,051 --> 00:03:00,514
It appears Spider‐Man
showed a rather effective
display of power yesterday.
56
00:03:00,514 --> 00:03:03,308
That's one way to put it.
Here.
57
00:03:03,308 --> 00:03:06,061
We're all doing our part
to clean up from that fight.
58
00:03:06,061 --> 00:03:11,775
Hmm. Your lack of injuries
fills me with comfort.
59
00:03:11,775 --> 00:03:16,363
Are you trying to say
you're glad
I wasn't hurt yesterday?
60
00:03:16,363 --> 00:03:20,200
Yes.
[sheepish chuckle]
Was that not clear?
61
00:03:20,200 --> 00:03:23,745
And where did you go
when that fight started?
You just bolted.
62
00:03:23,745 --> 00:03:28,375
I was the one
who alerted Spider‐Man
about the situation.
63
00:03:28,375 --> 00:03:30,836
I was concerned
for everyone's safety.
64
00:03:30,836 --> 00:03:32,838
Especially yours.
65
00:03:32,838 --> 00:03:34,965
Which is why I made
the proclamation
66
00:03:34,965 --> 00:03:37,342
about your well‐being
moments ago.
67
00:03:37,342 --> 00:03:39,678
Stop talking, Octavius.
68
00:03:39,678 --> 00:03:41,972
Then you saved our lives.
69
00:03:41,972 --> 00:03:45,392
You're my hero,
Peter Parker.
70
00:03:45,392 --> 00:03:48,353
She recognizes my heroism.
71
00:03:49,646 --> 00:03:52,607
And why should she not?As I was saying,
72
00:03:52,607 --> 00:03:56,236
it is clear to anyonewith an intellectthat I am superior‐‐
73
00:03:56,236 --> 00:03:59,489
Cleanup time, tiny tutor!
[yells, grunts]
74
00:03:59,489 --> 00:04:01,658
Hands off, Thompson!
75
00:04:01,658 --> 00:04:03,660
Uhh...
76
00:04:03,660 --> 00:04:05,495
[Flash]
Whoa. I'm just playing around.
77
00:04:05,495 --> 00:04:07,914
Excited you're back
at Midtown, buddy.
78
00:04:07,914 --> 00:04:10,917
But, hey,
have you been lifting,
little guy?
79
00:04:10,917 --> 00:04:14,754
I... apologize.
80
00:04:14,754 --> 00:04:18,592
While I find your masculine
bonding ceremonies barbaric,
81
00:04:18,592 --> 00:04:21,428
I nonetheless have come
to appreciate the sentiment
82
00:04:21,428 --> 00:04:23,388
they brutishly represent.
83
00:04:23,388 --> 00:04:25,766
Hmm?
I mean...
[chuckles]
84
00:04:25,766 --> 00:04:28,393
it is all good, bro.
85
00:04:30,395 --> 00:04:32,481
Wow, Parker.
86
00:04:32,481 --> 00:04:35,275
First Spidey gets all aggro,
and now you?
87
00:04:35,275 --> 00:04:37,277
Maybe there's something
in the air around here.
88
00:04:37,277 --> 00:04:41,114
Well, if "aggro"
is slang talk for "aggressive,"
89
00:04:41,114 --> 00:04:43,325
how is Spider‐Man
behaving as such?
90
00:04:43,325 --> 00:04:47,871
You've seen him on the news.
He's just mean these days.
Way too harsh.
91
00:04:47,871 --> 00:04:50,874
Well, if you were to check
the recent statistics,
92
00:04:50,874 --> 00:04:54,294
his effective rate
of suppressing crime is‐‐
Statistics?
93
00:04:54,294 --> 00:04:58,507
Bro, real life
isn't like math class.
People go with their feelings.
94
00:04:58,507 --> 00:05:01,301
And Spidey doesn't feel
like a hero to me anymore.
95
00:05:01,301 --> 00:05:03,220
Hmm.
96
00:05:04,346 --> 00:05:06,014
[Venom growls]
97
00:05:06,014 --> 00:05:09,184
Horizon close.
98
00:05:09,184 --> 00:05:12,312
I know you, Spider‐Man.
99
00:05:12,312 --> 00:05:16,274
I know the places you go.
100
00:05:16,274 --> 00:05:19,861
And I'm coming for you.
[snarls]
101
00:05:19,861 --> 00:05:24,366
I'm trying to apply different
software recovery patches,
but nothing's loading.
102
00:05:24,366 --> 00:05:28,203
Wait. Wh‐What aboutthe Neuro‐Cortex base code?
103
00:05:28,203 --> 00:05:30,330
Could that actas a degradation shield?
104
00:05:30,330 --> 00:05:32,082
Aw, Peter,
you're a genius!
105
00:05:32,082 --> 00:05:34,042
Well, I don't knowabout that.
106
00:05:34,042 --> 00:05:36,378
But I am a Horizon Highstudent, after all.
107
00:05:36,378 --> 00:05:39,339
Oh. About that.
[thunderous thud]
108
00:05:39,339 --> 00:05:41,508
[students screaming]
Aw, what now?!
109
00:05:41,508 --> 00:05:43,927
Miles, mask on.
110
00:05:43,927 --> 00:05:45,595
People could be in danger.
111
00:05:45,595 --> 00:05:49,224
[clamoring]
Spider‐Man!
112
00:05:49,224 --> 00:05:53,144
Where is Spider‐Man?
113
00:05:53,144 --> 00:05:55,438
Intruder! Intruder!
[roars]
114
00:05:59,234 --> 00:06:01,570
Where is Spider‐Man?
115
00:06:01,570 --> 00:06:04,531
Looking for Spider‐Man?
[yells]
116
00:06:04,531 --> 00:06:06,533
You found one!
117
00:06:06,533 --> 00:06:08,118
[grunting]
118
00:06:08,118 --> 00:06:09,452
[grunts]
119
00:06:09,452 --> 00:06:13,582
You are not
the Spider‐Man I want!
120
00:06:13,582 --> 00:06:16,877
Well, you're not my favorite
super‐villain either!
121
00:06:16,877 --> 00:06:20,338
So I guess neither of us
is getting their first choice!
[grunts]
122
00:06:20,338 --> 00:06:24,259
[grunts]
What? There's no host in there?
123
00:06:24,259 --> 00:06:28,305
They experiment, I evolve.
124
00:06:28,305 --> 00:06:33,351
Nothing will stop me
from crushing Spider‐Man!
[grunts]
125
00:06:35,937 --> 00:06:37,564
[grunts]
126
00:06:37,564 --> 00:06:39,941
And I thought Venom
was terrible with a host.
127
00:06:39,941 --> 00:06:42,027
[grunts]
128
00:06:42,027 --> 00:06:44,529
[groans]
129
00:06:45,739 --> 00:06:47,407
Huh? Hmm?
130
00:06:47,407 --> 00:06:49,451
This is an evacuation!
131
00:06:49,451 --> 00:06:51,536
Drop that stuff and go!
[clatters]
132
00:06:51,536 --> 00:06:54,331
How am I supposed to learn
in this school?!
133
00:06:54,331 --> 00:06:56,583
[laughing]
134
00:06:56,583 --> 00:06:58,084
You!
135
00:06:58,084 --> 00:07:02,505
Max Modell,
you tested on me.
136
00:07:02,505 --> 00:07:04,382
Experimented.
137
00:07:04,382 --> 00:07:06,593
I didn't know
you were a life‐form.
138
00:07:06,593 --> 00:07:09,971
Excuses, excuses.
139
00:07:09,971 --> 00:07:14,809
I will repay in kind.
Dissect you!
140
00:07:14,809 --> 00:07:16,561
I'm not afraid of you.
141
00:07:16,561 --> 00:07:19,648
Do what you want to me,
but leave my students alone.
142
00:07:19,648 --> 00:07:22,275
[roars]
Liar!
143
00:07:22,275 --> 00:07:26,488
You are afraid.
144
00:07:26,488 --> 00:07:29,074
But you're lucky.
145
00:07:29,074 --> 00:07:33,036
There's something
I want more.
146
00:07:33,036 --> 00:07:35,580
Where is the spider?
[whimpering]
147
00:07:35,580 --> 00:07:37,374
[grunts]
I don't know!
148
00:07:37,374 --> 00:07:40,293
And I wouldn't tell you
if I did!
149
00:07:40,293 --> 00:07:42,462
No need to tell.
150
00:07:42,462 --> 00:07:45,632
There are other ways
of knowing.
151
00:07:45,632 --> 00:07:47,884
[Max yells]
152
00:07:47,884 --> 00:07:52,430
But your tuition payment is,
at this point,
unacceptably overdue.
153
00:07:52,430 --> 00:07:54,641
The point is, that Horizon
should be paying me
154
00:07:54,641 --> 00:07:58,019
for the prestige
my presence
brings to this place.
155
00:07:58,019 --> 00:08:03,400
Any school I attend
will be the superior school
for having me in it.
156
00:08:03,400 --> 00:08:05,568
I quit!
157
00:08:05,568 --> 00:08:08,613
[groaning]
158
00:08:09,864 --> 00:08:12,575
Tasty thoughts.
159
00:08:12,575 --> 00:08:15,829
I learned all I need to know.
160
00:08:15,829 --> 00:08:18,289
He's not here,
161
00:08:18,289 --> 00:08:21,960
but I know where he is.
162
00:08:21,960 --> 00:08:26,172
[Peter]Why does the silenceworry me more than the noise?
163
00:08:26,172 --> 00:08:27,966
Miles! What happened?
164
00:08:27,966 --> 00:08:30,260
[groans]
Venom happened.
165
00:08:30,260 --> 00:08:33,596
But different.
He doesn't have a host.
166
00:08:33,596 --> 00:08:35,974
Venom? Without a host?
167
00:08:35,974 --> 00:08:39,144
I need to call for help.Where's your phone?
168
00:08:40,186 --> 00:08:41,938
I need an am‐ambulance
169
00:08:41,938 --> 00:08:43,523
to Horizon High.
170
00:08:43,523 --> 00:08:45,025
My friend is hurt.
171
00:08:45,025 --> 00:08:46,860
You need to ch‐change
172
00:08:46,860 --> 00:08:49,112
[grunts]
before your identity's blown.
173
00:08:51,656 --> 00:08:53,408
[Anna Maria]
Whoa, slugger.
174
00:08:53,408 --> 00:08:56,578
Are you sweeping
or whipping up a dust devil?
175
00:08:56,578 --> 00:09:00,123
My apologies.
I sweep as I do all things‐‐
176
00:09:00,123 --> 00:09:02,417
with great intensity.
177
00:09:02,417 --> 00:09:04,919
[chuckles]
Yeah, I'm getting that.
178
00:09:04,919 --> 00:09:07,672
But sometimes
subtlety is better.
179
00:09:10,508 --> 00:09:12,177
Ta‐da!
180
00:09:12,177 --> 00:09:14,054
Anna Maria,
181
00:09:14,054 --> 00:09:18,349
I'm not always good
at communicating with others,
182
00:09:18,349 --> 00:09:20,602
but I would like
to pay you a compliment.
183
00:09:20,602 --> 00:09:24,773
Okay. Just don't do it
with too much intensity.
184
00:09:24,773 --> 00:09:28,318
Even when logic
would dictate otherwise,
185
00:09:28,318 --> 00:09:31,529
I admire the way
you acknowledge no obstacles.
186
00:09:31,529 --> 00:09:33,698
A damaged auditorium
does not prevent you
187
00:09:33,698 --> 00:09:36,743
from pursuing your goal
of bettering Midtown High.
188
00:09:36,743 --> 00:09:38,828
Yeah, well, growing up,
189
00:09:38,828 --> 00:09:43,541
people always underestimated me
because of my size,
so I had a choice.
190
00:09:43,541 --> 00:09:47,754
I could accept those limitations
or I could overcome them.
191
00:09:47,754 --> 00:09:50,381
Is something wrong, Peter?
192
00:09:50,381 --> 00:09:54,219
I was also treated
as an outsider growing up,
193
00:09:54,219 --> 00:09:57,347
but I dealt with it...
differently.
194
00:09:57,347 --> 00:10:01,726
I reasoned it was safer
to just detach myself
from humanity,
195
00:10:01,726 --> 00:10:04,354
be above all others.
[chuckles]
196
00:10:04,354 --> 00:10:06,397
You reasoned that?
197
00:10:06,397 --> 00:10:08,817
But how did doing that
make you feel?
198
00:10:08,817 --> 00:10:12,487
I experienced
blessed isolation.
199
00:10:12,487 --> 00:10:15,657
Time to myself,
my thoughts...
200
00:10:15,657 --> 00:10:19,828
But also... I felt alone.
201
00:10:19,828 --> 00:10:23,081
I never really had friends.
202
00:10:23,081 --> 00:10:25,708
Well, you do now.
203
00:10:25,708 --> 00:10:29,796
[phone vibrating]
Uh, pardon me, Anna Maria.
204
00:10:29,796 --> 00:10:33,216
Do not waste my time
further, Morales.
205
00:10:33,216 --> 00:10:36,761
[Peter]It's not [static] Miles.It's [static] Pete.
206
00:10:36,761 --> 00:10:37,846
Peter Parker?!
207
00:10:37,846 --> 00:10:39,848
Venom is loose.
208
00:10:39,848 --> 00:10:42,976
He's looking [static]for Spider‐Man.
209
00:10:42,976 --> 00:10:45,145
He hit Horizon.
210
00:10:45,145 --> 00:10:47,438
I'm b‐betting he's headedfor Midtown now.
211
00:10:47,438 --> 00:10:51,901
Huh! That overhyped
alien ooze?
212
00:10:51,901 --> 00:10:55,029
I will clean up
another one of your messes.
213
00:10:55,029 --> 00:10:58,449
Think of it
as my parting gift to you.
214
00:10:58,449 --> 00:11:02,328
You don't [static]understand how dangerous he is.
215
00:11:02,328 --> 00:11:04,831
You should evacuatethe s‐school.
216
00:11:04,831 --> 00:11:06,833
He'll preyon your weaknesses.
217
00:11:06,833 --> 00:11:08,168
[scoffs]
218
00:11:08,168 --> 00:11:10,920
I do not have any weaknesses.
219
00:11:10,920 --> 00:11:13,756
I will be waiting for him.
220
00:11:18,303 --> 00:11:19,888
[grunts]
221
00:11:19,888 --> 00:11:22,765
Where is Spider‐Man?!
222
00:11:22,765 --> 00:11:25,185
[students clamoring]
223
00:11:25,185 --> 00:11:27,312
[grunts]
[yells]
224
00:11:27,312 --> 00:11:29,397
I am here, monstrosity!
[grunts]
225
00:11:29,397 --> 00:11:31,608
[grunts]
226
00:11:33,234 --> 00:11:36,529
Robots don't impress me.
227
00:11:38,656 --> 00:11:44,162
Do you believe my intentions
are to impress sentient ooze?
[yells]
228
00:11:44,162 --> 00:11:46,164
[grunts]
229
00:11:46,164 --> 00:11:50,710
The day has finally come,
Spider.
230
00:11:50,710 --> 00:11:52,837
Venom will destroy you!
231
00:11:52,837 --> 00:11:56,591
Speaking in third person
to sound more intimidating?
232
00:11:56,591 --> 00:11:58,885
Ha! I invented that.
233
00:11:59,886 --> 00:12:03,264
[Venom grunting]
234
00:12:03,264 --> 00:12:04,474
Aah!
235
00:12:04,474 --> 00:12:05,725
[Anna Maria]
Good work, team.
236
00:12:05,725 --> 00:12:07,185
We cleaned up
in a single morning.
237
00:12:07,185 --> 00:12:10,104
This is proof that no one,
not even super‐villains,
238
00:12:10,104 --> 00:12:12,023
can derail us from‐‐ Huh?
[crash]
239
00:12:12,023 --> 00:12:14,651
[grunts, yells]
240
00:12:14,651 --> 00:12:17,111
[grunts]
Oh, come on!
241
00:12:17,111 --> 00:12:20,531
[yells]
[grunts]
242
00:12:20,531 --> 00:12:22,951
Get these students
out of here! Aah!
243
00:12:22,951 --> 00:12:25,828
You heard the web‐head. Go!
[gasps]
244
00:12:25,828 --> 00:12:27,664
[whimpering]
245
00:12:27,664 --> 00:12:29,916
No. Not again.
246
00:12:29,916 --> 00:12:31,834
We gotta go, Thompson!
247
00:12:31,834 --> 00:12:34,295
[sniffing]
[straining]
248
00:12:34,295 --> 00:12:36,005
Ahh.
249
00:12:36,005 --> 00:12:39,759
I'd know the smell
of that fear anywhere.
250
00:12:39,759 --> 00:12:42,762
Flash Thompson.
251
00:12:42,762 --> 00:12:45,723
You'll be next.
252
00:12:49,519 --> 00:12:51,062
[grunts]
253
00:12:58,486 --> 00:13:00,989
Ride the lightning, creep!
254
00:13:00,989 --> 00:13:03,825
[screams]
255
00:13:03,825 --> 00:13:07,453
There's more
where that came from,
you literal slimeball!
256
00:13:07,453 --> 00:13:09,455
Aah!
Aah!
257
00:13:09,455 --> 00:13:11,457
Oh, no, no, no, no, no!
258
00:13:11,457 --> 00:13:13,001
Spidey, help!
259
00:13:13,001 --> 00:13:16,170
Anna Maria! Flash!
[grunts]
260
00:13:17,213 --> 00:13:18,381
[grunts]
261
00:13:18,381 --> 00:13:22,051
Let them go!
[grunting]
262
00:13:22,051 --> 00:13:25,930
[Venom]
Such emotion.
Friends of yours?
263
00:13:25,930 --> 00:13:29,267
Give yourself to me, Spider,
264
00:13:29,267 --> 00:13:33,438
or I will end these two!
[gasps]
265
00:13:33,438 --> 00:13:35,732
These feelings...
266
00:13:35,732 --> 00:13:39,027
It is as if their livesare more important than my own.
267
00:13:39,027 --> 00:13:41,029
But that would defy logic,
268
00:13:41,029 --> 00:13:44,741
for I, above all,am superior.
269
00:13:44,741 --> 00:13:49,495
Yes, make the right choice.
Come to me.
270
00:13:49,495 --> 00:13:51,497
Ugh!
271
00:13:51,497 --> 00:13:55,084
A trick!
You're not him! Liar!
Aah!
272
00:13:55,084 --> 00:13:57,503
Your friends will be destroyed!
273
00:14:00,089 --> 00:14:02,967
Bring me the real
Spider‐Man now!
274
00:14:02,967 --> 00:14:06,679
I am the real Spider‐Man!
[grunts]
275
00:14:06,679 --> 00:14:09,057
I bonded with the spider!
[yells]
276
00:14:09,057 --> 00:14:12,185
[straining]
If you will not
bring me the real spider,
277
00:14:12,185 --> 00:14:14,395
you are useless to me!
278
00:14:14,395 --> 00:14:18,024
He is right.
I am useless and a failure.
279
00:14:18,024 --> 00:14:21,819
Because of me, the only friends
I have ever known will perish.
280
00:14:21,819 --> 00:14:24,530
It looks like somebodyneeds a hug.[grunts]
281
00:14:24,530 --> 00:14:27,867
Ock, I don't havemuch time left,
[straining]
282
00:14:27,867 --> 00:14:31,412
but I'll give youeverything I've got.
[screaming]
283
00:14:33,456 --> 00:14:35,374
[grunts]
284
00:14:35,374 --> 00:14:38,002
[both groaning]
285
00:14:38,002 --> 00:14:40,922
Another robot toy!
286
00:14:40,922 --> 00:14:41,964
Enough!
287
00:14:47,136 --> 00:14:50,723
[static]Ock! What are you doing?Get back out there!
288
00:14:50,723 --> 00:14:52,975
I'm not going back.
What?
289
00:14:52,975 --> 00:14:55,394
You can't leavethose people to Venom.
290
00:14:55,394 --> 00:14:59,232
You've lived my memories.You know Uncle Benwould never want that.
291
00:14:59,232 --> 00:15:03,027
I know what Ben would want.
I'm not going back out there.
292
00:15:03,027 --> 00:15:05,154
You are.
[beeps]
293
00:15:10,868 --> 00:15:14,080
So, here we are,
in the moment of transfer.
294
00:15:14,080 --> 00:15:16,249
A microsecond of time.
295
00:15:16,249 --> 00:15:19,252
You made it
pretty clear yesterday
you would never do this.
296
00:15:19,252 --> 00:15:21,045
Why give me
my body back now?
297
00:15:21,045 --> 00:15:25,049
I‐‐ I failed, Parker.
298
00:15:25,049 --> 00:15:28,553
And because of that,
good people are about
to lose their lives.
299
00:15:28,553 --> 00:15:32,265
I thought more technology,
more reason, more logistics
300
00:15:32,265 --> 00:15:34,934
would make me a better hero
than you ever were.
301
00:15:34,934 --> 00:15:37,311
Maybe it has.
302
00:15:37,311 --> 00:15:41,065
No. Seeing you
show up just now,
303
00:15:41,065 --> 00:15:45,111
willing to use
the last few minutes
of your life to save mine,
304
00:15:45,111 --> 00:15:48,531
save the man who took
everything from you‐‐
305
00:15:48,531 --> 00:15:51,534
That is illogical,
preposterous,
306
00:15:51,534 --> 00:15:54,370
and completely heroic
307
00:15:54,370 --> 00:15:56,998
in a way I realize
I never could be.
308
00:15:58,082 --> 00:16:00,042
I have been a fool.
309
00:16:00,042 --> 00:16:05,173
You, Peter Parker,
were always
the Superior Spider‐Man.
310
00:16:05,173 --> 00:16:10,469
But, Ock,
the circuits in the arms‐‐
they're degrading quickly.
311
00:16:10,469 --> 00:16:13,848
You're swapping your mind
into a place that can't
keep it alive for long.
312
00:16:13,848 --> 00:16:15,975
I am well aware.
313
00:16:15,975 --> 00:16:18,227
But I have the power
to do this,
314
00:16:18,227 --> 00:16:21,397
so I have the responsibility
to do it too.
315
00:16:21,397 --> 00:16:24,734
I only ask that you save
Anna Maria and Flash.
316
00:16:24,734 --> 00:16:27,653
That will make
this decision worth it.
317
00:16:30,698 --> 00:16:34,952
[muffled grunting]
Show yourself,
or it's over for this one!
318
00:16:34,952 --> 00:16:36,120
[both grunt]
319
00:16:36,120 --> 00:16:38,164
[grunts]
Whoa!
320
00:16:38,164 --> 00:16:40,166
I forgot how bad
you smell up close.
321
00:16:40,166 --> 00:16:42,293
I bet when you chop onions,
you make them cry.
322
00:16:42,293 --> 00:16:45,004
Silence, fraud!
323
00:16:45,004 --> 00:16:47,048
[grunting]
"Fraud"? You mean
you don't recognize
324
00:16:47,048 --> 00:16:50,134
your friendly, neighborhood me?
[grunting]
325
00:16:50,134 --> 00:16:51,302
[yells]
326
00:16:52,303 --> 00:16:55,056
[grunts]
[growls]
327
00:16:55,056 --> 00:16:58,643
What‐‐ S‐Spider‐Man,
you saved me.
328
00:16:58,643 --> 00:17:00,853
Flash, get to safety.
329
00:17:00,853 --> 00:17:04,190
I'll get your friend
out of the clutches
of ol' Gooey McGoo‐Face here.
330
00:17:04,190 --> 00:17:07,026
Quips? Jokes?
[grunts]
331
00:17:07,026 --> 00:17:09,111
Perhaps...
332
00:17:09,111 --> 00:17:12,323
Ugh!
[grunting]
333
00:17:12,323 --> 00:17:14,825
That is a pretty gross
ID check you got.
334
00:17:14,825 --> 00:17:17,161
Maybe next time,
I can just show you my bus pass?
335
00:17:17,161 --> 00:17:22,041
It is you,
the real Spider‐Man,
336
00:17:22,041 --> 00:17:24,418
Peter Parker!
Hmm?
337
00:17:25,836 --> 00:17:28,589
[both grunting]
338
00:17:28,589 --> 00:17:30,925
Spidey, electrical shock!
339
00:17:30,925 --> 00:17:32,969
It was working earlier! Try...
340
00:17:32,969 --> 00:17:35,638
Who am I to ignore good advice?
[grunts]
341
00:17:35,638 --> 00:17:38,099
Power line, meet Venom.
Venom, power line!
342
00:17:38,099 --> 00:17:39,934
[screaming]
343
00:17:41,018 --> 00:17:43,104
[sighs]
Not enough juice.
344
00:17:43,104 --> 00:17:45,690
It's too easy for him
to get away from it!
345
00:17:45,690 --> 00:17:48,651
We were once bonded,
paired,
346
00:17:48,651 --> 00:17:50,278
and you rejected me!
347
00:17:50,278 --> 00:17:52,905
Is that what
this whole thing is about?
348
00:17:52,905 --> 00:17:55,575
Bonding to Eddie Brock?
Stalking me?
349
00:17:55,575 --> 00:17:58,119
All because I didn't
want to be your anger puppet?
350
00:17:58,119 --> 00:17:59,912
[growls]
351
00:17:59,912 --> 00:18:03,374
Together, you and I
could be so much,
352
00:18:03,374 --> 00:18:05,334
rule so much!
353
00:18:05,334 --> 00:18:07,753
We would be superior!
354
00:18:07,753 --> 00:18:10,715
Where have I heard
that line before?
355
00:18:10,715 --> 00:18:13,259
But if bonding with you
stops all this,
356
00:18:13,259 --> 00:18:15,136
then I guess
I have no choice.
357
00:18:15,136 --> 00:18:19,515
[growls]
You would be my host?
358
00:18:19,515 --> 00:18:22,143
If it'll save lives,
then yes.
359
00:18:22,143 --> 00:18:25,730
Besides, it might overload
my expectations.
360
00:18:25,730 --> 00:18:28,107
[growls]
361
00:18:28,107 --> 00:18:32,236
This is what I desire!
362
00:18:32,236 --> 00:18:35,281
We will be one!
363
00:18:35,281 --> 00:18:37,408
[roars]
364
00:18:37,408 --> 00:18:42,038
Spidey, one overload, coming up!
[grunts]
365
00:18:42,038 --> 00:18:44,915
Huh? What?
366
00:18:46,125 --> 00:18:47,752
[roaring]
367
00:18:49,670 --> 00:18:52,214
What is this?
368
00:18:52,214 --> 00:18:54,258
I will‐‐
[yells]
369
00:18:57,928 --> 00:18:59,513
Spidey!
370
00:18:59,513 --> 00:19:04,226
[groans]
I hate being the bait.
371
00:19:04,226 --> 00:19:06,646
But, hey, I've had
more disgusting wins.
372
00:19:06,646 --> 00:19:08,606
Actually, no.
373
00:19:08,606 --> 00:19:10,524
That was amazing.
374
00:19:10,524 --> 00:19:13,110
Oh, thank you, miss.
375
00:19:13,110 --> 00:19:15,446
Uh, I don't think
we've been introduced.
376
00:19:15,446 --> 00:19:19,367
No need to pretend, Peter.
I heard. I know it's you.
377
00:19:19,367 --> 00:19:24,205
Oh, uh, look, I know
this is going to sound strange.
378
00:19:24,205 --> 00:19:27,291
I am Peter Parker,
379
00:19:27,291 --> 00:19:29,585
but you and I
have never met.
380
00:19:30,836 --> 00:19:33,839
Ock, I brought
your friend.
381
00:19:33,839 --> 00:19:35,841
She's safe.
Flash too.
382
00:19:35,841 --> 00:19:39,095
[static]Thank you, Spider‐Man.
383
00:19:40,137 --> 00:19:43,140
Peter, is that you in there?
384
00:19:43,140 --> 00:19:48,229
My real name is Otto,but yes, [static]it is me.
385
00:19:48,229 --> 00:19:51,190
I am sorry I deceived you.
386
00:19:51,190 --> 00:19:52,983
It is too late for me,
387
00:19:52,983 --> 00:19:56,320
but [static]your lack of injuriesgive me comfort‐‐
388
00:19:56,320 --> 00:20:00,282
I mean, I am gladyou were not hurt.
389
00:20:01,492 --> 00:20:03,369
Good‐bye, my friend.
390
00:20:03,369 --> 00:20:07,289
And good‐bye,[distorted]Spider‐M‐‐
391
00:20:07,289 --> 00:20:10,334
[crying softly]
Can't you do anything?
392
00:20:10,334 --> 00:20:14,380
Not without a body to‐‐
Wait!
393
00:20:14,380 --> 00:20:16,424
There still might be time!
394
00:20:22,096 --> 00:20:25,182
Who is this?
Otto Octavius,
395
00:20:25,182 --> 00:20:27,268
the man who saved your life.
396
00:20:27,268 --> 00:20:29,270
This is his former body.
397
00:20:29,270 --> 00:20:32,314
And if we're lucky,
his future one.
398
00:20:37,945 --> 00:20:42,158
Did it work?
[monitor beeping]
399
00:20:42,158 --> 00:20:44,785
[beeping intensifies]
[Spider‐Man]
Increased brain activity.
400
00:20:44,785 --> 00:20:49,790
He's still in a coma,
but... I think his mind
is back where it should be.
401
00:20:49,790 --> 00:20:53,294
Everything you told me‐‐
it's nearly impossible
to believe.
402
00:20:53,294 --> 00:20:56,338
But one thing's for certain:
the Peter Parker I met,
403
00:20:56,338 --> 00:21:00,009
the man now in this body‐‐
he was a hero.
404
00:21:02,011 --> 00:21:04,221
[Miles moaning]
405
00:21:05,264 --> 00:21:08,267
Miles! You're awake!
How are you?
406
00:21:08,267 --> 00:21:12,396
What do you care... Ock?
407
00:21:12,396 --> 00:21:15,399
Uh‐uh. Guess again.
408
00:21:15,399 --> 00:21:18,652
Peter?! No! No way!
409
00:21:18,652 --> 00:21:22,239
[in robotic voice]
Would you like to see me
dance the robot?
410
00:21:22,239 --> 00:21:25,451
Huh. I never thought
I would enjoy seeing that.
411
00:21:27,077 --> 00:21:30,623
Hello again, New York!
Spider‐Man is back!
412
00:21:30,623 --> 00:21:31,624
Whoo‐hoo!
30892
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