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1 Peter, honey? Wake up.

Oh, you wanna fight too? Bring it on, Panda-girl.

Sorry. Weird dream.

I would say so.

You don't wanna be late for school.

Oh, hey, you never told me

how the Horizon Open House project went.

It, uh, went about as expected.

Conking out mid-wheat cake. That's a new low.

After villains crawled out of the woodwork

to try and collect Chameleon's bounty on my head,

getting a good night's sleep hasn't been...

Yeesh! Falling asleep standing up? Glad I can take the web-express to school.

And now that Chameleon's behind bars, things have gotta be looking up.

Most of my troubles are already behind me.

The Bugle's officially calling out Police Chief Watanabe.

It's time she recognizes Spider-Man as the clear and present danger he is!

Huh?

Uh, okay.

I still might have a few problems, like...

boomerang?!

Wh-What is happeniiiing?

I did not, in fact, stick that landing.

Revenge, and that bounty, appear already in hand.

Tinkerer?

Do you not own a TV? Radio?

Chameleon's in prison. The bounty's gone.

- Kaputski! - Huh?

Lies!

My Spider-Sense is barely working!

What's going on with meee?!

Fine. You don't wanna leave empty-handed.

I get it. How's... four dollars sound?

Bounty or no, this changes nothing.

You had me thrown in prison,

and worse, you made my team lose.

Taste my revenge, Spider-brat.

You're... How did you put it? "Kaputski"?

So, you don't want the four dollars?

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Gotta shut down this clown's wrist tech.

Physics don't fail me now!

What?

Huh? How?

Now excuse me.

I feel a nap coming on. I hate you, Spider-Man!

Nothing like the sweet, soothing sounds of villainy.

That call-in tip was on the money.

Round 'em up.

Oh.

Goblins, octopuses, chameleons,

and yet it's the evil mastermind exhaustion that does me in.

All right. Don't do anything, Spidey.

You're coming with us for questioning.

Good work, but I can take it from here, Officer.

Do you know how much pressure I'm getting to bring you in?

Let me guess. Rage face, mustache, flying spittle when he talks?

Destruction of property, public endangerment, trespassing.

That's a big list of things you're accused of.

So I can't believe I'm doing this.

Uh, neither can I?

You've done a lot of good in this city.

So instead of fighting you, I'd rather work with you.

Thanks, Chief Watanabe. I'll help any way I can, obviously.

Good, because Chameleon isn't talking,

and we have reason to believe he wasn't the

mastermind behind the bounty on your head.

He was only a hired gun. Wait.

So there's a big shadowy boss out there who wants me gone.

What makes you think Chameleon wasn't behind it?

He's clammed up.

Something, or someone, scares him more than jail time.

And his gear was too advanced for him to have worked alone.

Our labs ran their tests.

Haven't been able to make heads or tails of Chameleon's holo-mask.

Thought maybe you could take a piece of it to your...

I don't know... Spider-lair and see if you can uncover a lead.

Ideally pointing to someone I can arrest.

How do you know you can... Trust you?

We both want the same thing... to make this city safe.

Just promise me, if you find a lead, you call me first.

Deal.

Peter Parker. What?

May I interest you in a tasty beverage?

Miles?

I want you to meet the Neuro-Cortex's new home.

I call it the Living Brain.

May I interest you in a tasty beverage?

Whoa! You gave the supercomputer a body?

He's well designed, and strangely polite.

Well, after Doc Ock tried to steal the Neuro-Cortex,

Max wanted a way to protect it.

So, working with calculations given to us by the Neuro-Cortex,

we created this.

It also has its own defenses, including rocket boots.

My touch.

The Neuro-Cortex helped you make its own body?

Efficient.

Speaking of new tech, need your help with this.

Looks like Chameleon wasn't working alone.

It's a piece of his mask. Ever seen anything like it?

Huh. It looks like some kind of meta-material.

"Meta-material"?

It bends light waves to distort what we see.

The fake faces and bodies Chameleon used were probably uploaded.

And the meta-material gave it three-dimensional depth.

As for who could supply this tech, I got nada.

But watch this. Living Brain,

who in New York holds a technology patent on holo-meta-materials?

Subject: Warren, Raymond.

Technology patent: holo-meta-materials.

Fall, last year.

That... That's incredible.

So, Raymond Warren.

You think the Jackal's behind these attacks?

I haven't seen him in months.

But it could also be someone stealing his tech.

Wouldn't be the first time.

Ow!

Oh, you okay?

You don't look so hot.

What would... make you think that?

When was the last time you slept?

If by "slept," you mean

unexpectedly passed out in aeronautics class...

45 minutes ago.

If you mean a full night's rest, then probably about a week...

and a half.

Dude, that's insane!

No one can function like that. Not even you.

Now that you mentioned it,

guess my powers have kind of been on strike.

And that doesn't seem odd to you?

I'll sleep when I catch the Jackal, or whoever's behind this.

Yeah. It'll be hilarious when you snore on him.

You need rest, Pete.

Who are you calling?

Hey, Mrs. Parker, it's Miles.

No, no, no! Don't tell her!

So, Pete's come to school looking a little...

- Come on, come on... - Well...

you know how a balloon looks on day five?

"Deflated"? I was gonna say "sad."

I agree. He's coming home.

This is so blown out of proportion.

I'm not that tired.

You're not the boss here, young man.

And would you wanna disappoint your slumberland pal?

Señor Trunks!

Haven't needed him to sleep since I was six.

No one says no to Señor Trunks.

This better be a dream-dial, Pete!

Dude, calling May was a low blow.

Wait. Where are you? Looked into it.

Jackal only has one warehouse left that hasn't been blown up.

And, of course, it was buried under several dummy corporations.

But I'm headed there now to check on the lead. Miles, listen.

I went through the wringer with all these villains.

Don't do it alone. You need backup.

And the guy whose powers have gone whack-a-doodle's gonna help?

Get some Z's. I got it covered, man.

Just an empty office? Abandoned tech?

No lab?

Wait! Could it be?

Could this light be a lever to reveal a supersecret hidden lab?

Dream crusher.

Not seeing any clues here.

Nothing but outdated tech.

Ew, spiders.

I got nothin'.

I'm really glad no one saw that.

Whoa!

I knew it!

Awesome supersecret lab!

Now, this is what I call a clue.

Holo-meta-materials! Aw, so cool!

And this must be the image matrix server

that uploads identities to Chameleon's mask.

Just need to download Chameleon's server files and decrypt later.

Hopefully there's a digital trail or communication,

something that can lead us to who he's working for.

Ugh! J. Jonah Jameson?

Uh-oh! Triggered security.

If his is the last face I ever see,

I'm gonna be so mad.

Okay, maybe Pete was right.

Backup would've been a smart idea.

Oh, great! Now I'm trapped.

Miles Morales.

Do you require a... Yes, Living Brain!

Ooh! Hey! Hey! Ooh! Ooh!

Safety tumble. Ooh! Ooh!

Ooh. Okay.

You... You followed me?

When you left, your vital signs

revealed heightened stress.

I only care to assist. Want to assist?

Get me access to whatever data's in that room.

Threat assessment: zero percent.

Uh, thanks, Living Brain. That was...

So much for evidence!

Spidey's gonna kill me.

What is a Spidey?

Spidey, short for "Spider-Man."

Short for "He Who Will Wring My Webs For Losing Evidence."

I'm following up on a lead for him.

Will communication record be of sufficient use?

Like a call history? Affirmative.

Accessing root files.

Date range activity available: one year.

One year? I'll take last week!

Affirmative.

Oscorp sub-basement IP

via digital voice record.

Number of calls: ten.

Someone here was receiving calls from an Oscorp sub-basement?

I know Oscorp, and there's no sub-basement.

Unless...

it's another supersecret lab!

Living Brain, you may have just cracked this thing.

Miles? Sorry to interrupt, but me and the Living Brain...

Hold up. What's that sound?

You're riding the flying robot, aren't you?

Ya get a flying robot, ya fly it.

But that's not why I called. Get this.

Living Brain uncovered ten calls logged from Oscorp

to Jackal's lab just this past week,

all from some sub-basement.

A secret lab.

I have to call Harry Osborn. Be careful, Miles.

Come on, Harry.

Where are you?

Who could be behind all this?

Maybe Norman's back. No.

Harry? That doesn't track.

I mean, why now? And for what?

I gotta...

Peter?

Uh... what? Oh! Oh, where am I?

I must've been, um, s-s-sleepwalking?

With your backpack?

I, uh...

I guess I take school very seriously.

Even in my dreams.

Go to bed, Peter.

I don't wanna see you awake until tomorrow.

You sure there's no cameras down here?

Because as cool as all this superspy stuff is,

getting caught sneaking around Oscorp is not on my schedule.

Scans indicate basement clear.

Sub-basement level ahead.

And it looks like you've hit your first glitch.

This is a janitor's closet.

Hey. L.B.

Little room, yeah?

You're invading my space bubble.

An elevator? Of course the supersecret lab

is under the fake janitor's closet.

Winner, winner, chicken dinner!

Goblin tech?

But who's using this lab, and how does it all connect?

Chameleon's boss is running his plans out of here.

Who does that leave? Raymond Warren's still a suspect.

Harry's supposed to be in Europe.

I guess there's always the ghost of Norman Osborn.

Norman Osborn: presumed deceased.

Oh!

I-I get reception down here? Oh, nice!

Spidey, guess what we just found.

Someone's been running the show from this hidden Oscorp lab.

All right. I'm on my way.

Don't. Dude, take the night off. L.B. and I got this.

I'll give you the play-by-play tomorrow.

You are not keeping me away.

Hmm? Mm-hmm.

G-Gwen! What are you doing here?

You're awake. I was bringing you the homework you left on your desk.

Oh, look. What a good friend you have here.

How nice is Gwen?

Yeah. Awesome.

According to the data on these files,

this lab's only been in use since Norman's death.

Wait. This folder has multiple encryptions.

"Hobgoblin"?

No. "Harry."

Guess the wrong password too many times,

- and the system could wipe itself. - Affirmative.

Someone with better knowledge would be advisable.

Spider-Man, perhaps?

You're right. I'm backing up the encrypted files.

We can decode these back at the lab.

This console is activated. Living Brain, wait!

Incoming: multiple energy signatures

in ventilation duct.

Well, I hope Spidey got some sleep, because now I do need help.

Dialing... Aah!

No!

They are here.

Mini Spider Slayers?

Okay, well, guess it's just up to you and me, L.B.

Living Brain, time to divide and conquer.

I am here for assistance.

Miles!

Aunt May, mind if I talk science with Gwen before she goes?

Getting pretty sleepy.

Sure thing, honey.

And then, rest.

I'm serious.

We don't have a lot of time.

Not a lot of time... for science?

Yeah. I can't explain.

Can you cover for me and keep Aunt May occupied?

What? No way! Do you know how much trouble...

It's important. Like, life-or-death important.

Just trust me. As a friend.

How would I even distract her?

My phone!

Whoo! The alert got sent.

Cavalry should be on the way, L.B.

Estimated wait time for subject Cavalry?

I actually have no clue.

Did somebody call for a web special?

No!

Oh, man, oh, man!

Please be okay. Please be okay!

The key to success? It's all in the wrists.

Wow.

Thanks for showing me how to make your famous pancakes.

They're called "wheat cakes."

Right. That's what I meant.

Aah!

Huh?

Rendering assistance.

Spider Slayers remaining:

zero.

You're certainly... efficient.

Except when you're accidentally dropping a Goblin Glider on my friend's head.

Apologies for reckless behavior.

Vital signs: strong.

Scans reveal mild contusion.

Chance of recovery: 100%.

Would he like a tasty beverage?

No. We gotta get him outta here.

Shall we collect the Energy Focal Device before departing?

"Energy Focal" what now?

Computer scans indicate a possible clue.

Okay.

Guess we can take it back to Horizon for analysis.

Is this the clue that you and Miles...

Ha ha ha.

Followed my bread crumbs.

Sought out those that aimed to destroy you.

Well, here I am.

What?

I don't understand. Living Brain...

Trapped in this shell, I've had time to calculate a path of revenge.

For I, Dr. Otto Octavius, will take what is mine.

Doc Ock? How did you...

During our last encounter,

when I used the Neuro-Cortex to expand my brain's capabilities,

your attack forced my mind to escape via Wi-Fi into my arms,

downloading my consciousness.

I survived, but was trapped in a digital realm.

However, with the resources afforded me inside the Neuro-Cortex,

I could still communicate with the outside world.

And that's how I hired the Chameleon...

all in order to keep the low-level villains in line, and you occupied.

Wear you down.

I tricked those imbeciles at Horizon

into creating a robotic body for me

so I could take more direct action.

I followed your partner to my associate's secret lab

in hopes that you would meet up with him.

Then I led him here, to where the final piece of my puzzle resides.

Ha ha ha. But again and again,

he was too incompetent to ask for your help,

so I forced his hand.

Your bedtime stories need serious work, Ock.

There's still life in you yet.

Good.

Why good?

It's nice to know you care, though.

What benefit would it bring me if you were destroyed?

After all, I'd only be hurting myself.

What are you talking about?

All you need to know is finally,

my sweet revenge is about to be complete.

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