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1
00:00:01,660 --> 00:00:03,870
When life as Peter Parkerstresses me out,
2
00:00:03,870 --> 00:00:05,170
which is pretty much always,
3
00:00:05,170 --> 00:00:07,000
sometimes being SpiderâMan
4
00:00:07,000 --> 00:00:09,090
is just what I needto lift my spirits.
5
00:00:09,090 --> 00:00:10,960
There he is,
that menace.
6
00:00:10,960 --> 00:00:12,550
Is he really that bad?
7
00:00:12,550 --> 00:00:14,090
Haven't you seen
the Daily Bugle?
8
00:00:14,090 --> 00:00:16,090
He's dangerous, reckless.
9
00:00:17,300 --> 00:00:20,180
And sometimes not so much.
10
00:00:20,180 --> 00:00:22,810
[Jameson]Look how much damageSpiderâMan has caused!
11
00:00:22,810 --> 00:00:25,730
He calls himself a hero?I only see a menace.
12
00:00:25,730 --> 00:00:28,480
Not only is J. Jonah Jameson
at the Daily Bugle
13
00:00:28,480 --> 00:00:30,150
making me look bad,
14
00:00:30,150 --> 00:00:31,610
I'm the genius
who sold him that footage
15
00:00:31,610 --> 00:00:32,950
for tuition money.
16
00:00:32,950 --> 00:00:34,610
Time to get some video
17
00:00:34,610 --> 00:00:37,410
that'll be impossible
for J. J. J. to use against me.
18
00:00:37,410 --> 00:00:40,700
Hero time USA.
19
00:00:40,700 --> 00:00:42,250
Stopping jewelry thievesââ
Whoa!
20
00:00:42,250 --> 00:00:43,960
Crime Fighting 101.
21
00:00:43,960 --> 00:00:47,500
Cut! Who let this clown
on set?
22
00:00:47,500 --> 00:00:50,170
My agent will hear about this!
23
00:00:50,170 --> 00:00:51,460
I'm gonna say it!
I'm gonna say it!
24
00:00:51,460 --> 00:00:54,970
Saving this building
is dynamite! Hah!
25
00:00:57,760 --> 00:01:00,140
Oh, great. It only
took me three hours
26
00:01:00,140 --> 00:01:01,770
to do the wiring
on that TNT
27
00:01:01,770 --> 00:01:03,600
for tomorrow's
controlled demolition.
28
00:01:03,600 --> 00:01:05,810
But I love starting over.
29
00:01:05,810 --> 00:01:07,770
That did not
sound sincere.
30
00:01:07,770 --> 00:01:10,980
[sighs] "Delete" button,
you're my new best friend.
31
00:01:10,980 --> 00:01:12,990
I should have had this
camera drone last year,
32
00:01:12,990 --> 00:01:14,150
back in my glory days,
33
00:01:14,150 --> 00:01:15,820
when everyone thought
I was the hero
34
00:01:15,820 --> 00:01:18,200
and Doc Ockââ Huh?ââ
was the villain?
35
00:01:25,250 --> 00:01:28,170
Hey, Otto. Aren't you supposed
to be a good guy now?
36
00:01:28,170 --> 00:01:31,000
Because here's the thing.
Good guys don't rob banks.
37
00:01:31,000 --> 00:01:32,960
Wait. Hold on.
Who are you?
38
00:01:32,960 --> 00:01:34,800
You're not Doc Ock.
39
00:01:34,800 --> 00:01:36,680
Oh, I know I'm not,
40
00:01:36,680 --> 00:01:39,800
because Octavius
is sheer perfection.
41
00:01:39,800 --> 00:01:43,020
I only dream of achieving
a fraction of his glory.
42
00:01:44,470 --> 00:01:46,640
Okay. Those are the two
craziest sentences
43
00:01:46,640 --> 00:01:48,060
I've ever heard.
44
00:01:48,060 --> 00:01:49,980
But my hero will be so proud
45
00:01:49,980 --> 00:01:53,030
if I eliminate
his peskiest problem.
46
00:01:54,610 --> 00:01:56,240
His personality?
47
00:01:56,240 --> 00:01:57,450
Oh, wait.
48
00:01:58,570 --> 00:02:00,120
You mean me!
49
00:02:13,170 --> 00:02:14,250
Hey!
50
00:02:14,250 --> 00:02:16,130
We just met.
51
00:02:16,130 --> 00:02:17,130
Has no one ever taught you
52
00:02:17,130 --> 00:02:19,050
the importance
of a first impression?
53
00:02:20,550 --> 00:02:21,640
[grunts]
54
00:02:21,640 --> 00:02:23,930
Octavius is the only person
55
00:02:23,930 --> 00:02:25,680
I care about impressing.
56
00:02:25,680 --> 00:02:27,770
And I can't think
of a better way to do that
57
00:02:27,770 --> 00:02:30,020
than by destroying you!
58
00:02:31,020 --> 00:02:32,560
Buy him a gift!
59
00:02:32,560 --> 00:02:33,690
New test tubes,
60
00:02:33,690 --> 00:02:35,230
a better sense of style. Whoa!
61
00:02:39,070 --> 00:02:40,070
[grunts]
62
00:02:40,070 --> 00:02:41,070
Whoa!
63
00:02:46,040 --> 00:02:48,080
Oh! That was so easy.
64
00:02:48,080 --> 00:02:49,120
Yay me.
65
00:02:50,210 --> 00:02:52,250
First,
SpiderâMan is defeated.
66
00:02:52,250 --> 00:02:54,840
Now I get the secret
to unlimited power!
67
00:02:54,840 --> 00:02:56,960
Oh, I knew
I'd be a natural at this.
68
00:03:02,220 --> 00:03:05,140
Money? This is not
what I want!
69
00:03:06,810 --> 00:03:10,020
Thenââ news flashââ
you shouldn't
have robbed a bank.
70
00:03:10,020 --> 00:03:12,190
The transfer orders I hacked
71
00:03:12,190 --> 00:03:14,770
say the crystals won't be
moved until tomorrow.
72
00:03:14,770 --> 00:03:16,020
Wait.
73
00:03:16,020 --> 00:03:19,740
Oh, no.
I have the dates wrong.
74
00:03:19,740 --> 00:03:22,450
Oh! So humiliating.
75
00:03:22,450 --> 00:03:25,660
You misâscheduled
your evil master plan?
76
00:03:25,660 --> 00:03:27,580
I'm a very busy person, okay?
77
00:03:27,580 --> 00:03:29,200
And it's tough
to keep track of things.
78
00:03:29,200 --> 00:03:30,960
Is this your first day
on the job?
79
00:03:30,960 --> 00:03:33,630
Don't insult me!
It's my second.
80
00:03:33,630 --> 00:03:35,790
Now get over here
so I can hit you!
81
00:03:35,790 --> 00:03:37,340
[grunts]
That's not how this works.
82
00:03:37,340 --> 00:03:39,970
Have you ever read
your super villain manual,
83
00:03:39,970 --> 00:03:41,050
DocâNotâOck?
84
00:03:41,050 --> 00:03:42,930
Hey, what should we call you?
85
00:03:42,930 --> 00:03:44,010
Professor Tentacle?
86
00:03:44,010 --> 00:03:46,010
Oh!
Lab Assistant Lotsa Limbs.
87
00:03:46,010 --> 00:03:47,760
Whatever you're doing, stop!
88
00:03:47,760 --> 00:03:49,430
Oh! Delightful.
89
00:03:49,430 --> 00:03:52,140
[singsong]
Your timing could not
be more perfect.
90
00:03:52,140 --> 00:03:53,100
[yells]
91
00:03:53,100 --> 00:03:55,400
Uhh! Yaah!
Huhh!
92
00:03:58,780 --> 00:03:59,940
She's gone.
93
00:03:59,940 --> 00:04:02,030
Is that Doc Ock's girlfriend?
94
00:04:02,030 --> 00:04:04,320
Maybe it was
just his sister.
95
00:04:04,320 --> 00:04:05,820
No clue who she was,
96
00:04:05,820 --> 00:04:07,830
but she was looking
for some kind of crystals.
97
00:04:07,830 --> 00:04:10,160
Sure. That quartz
cluster we had.
98
00:04:10,160 --> 00:04:13,580
Real valuable. But we shipped
it to the docks this morning.
99
00:04:16,290 --> 00:04:20,170
Epic! No way J. J. J. can use
this to make me look bad.
100
00:04:22,630 --> 00:04:24,090
[Jameson]First he gets beaten.
101
00:04:24,090 --> 00:04:25,720
Then he can't evenhelp the guards.
102
00:04:25,720 --> 00:04:27,300
Who is thisincompetent buffoon,
103
00:04:27,300 --> 00:04:29,060
and why isn't hebeing arrested?
104
00:04:29,060 --> 00:04:30,850
[chatter, snickering]
[girl scoffs]
105
00:04:30,850 --> 00:04:32,640
SpiderâMan should've just
let those guards handle it.
106
00:04:32,640 --> 00:04:34,100
[girl #2]
Seriously.
107
00:04:34,100 --> 00:04:36,190
At least they're trained
to protect people.
108
00:04:36,190 --> 00:04:39,820
[sighs]
How can J. J. J.
keep doing this?
109
00:04:39,820 --> 00:04:41,400
Come on, Pete.
Huh?
110
00:04:41,400 --> 00:04:43,280
We don't want to be late
to Dr. Octavius' class.
111
00:04:43,280 --> 00:04:45,030
He's gonna pick
the project leaders
112
00:04:45,030 --> 00:04:46,160
for the NeuroâCortex.
113
00:04:46,160 --> 00:04:48,030
Speaking of Ock,
114
00:04:48,030 --> 00:04:50,120
you'll never believe
what I came across
last night.
115
00:04:50,120 --> 00:04:53,460
It was aââ
A woman using
octopus arms?
116
00:04:53,460 --> 00:04:56,290
Yeah. Sure seemed
like your kind of gear.
117
00:04:56,290 --> 00:04:58,290
Mine? No, no.
118
00:04:58,290 --> 00:05:00,920
That tech is clearly
an inferior knockoff.
119
00:05:00,920 --> 00:05:02,800
Look at theââ Oh.
120
00:05:02,800 --> 00:05:05,050
Wait. I recognize her.
121
00:05:05,050 --> 00:05:06,470
Carolyn Trainer.
122
00:05:06,470 --> 00:05:08,050
She was in the cell
next to mine
123
00:05:08,050 --> 00:05:10,470
when I was being
criminally rehabilitated.
124
00:05:10,470 --> 00:05:12,390
Has she tried
to contact you?
125
00:05:12,390 --> 00:05:13,930
Oh, heavens, no.
126
00:05:13,930 --> 00:05:16,350
Let us just say
I feared her release
127
00:05:16,350 --> 00:05:18,190
would lead to something
like this.
128
00:05:18,190 --> 00:05:19,730
Would it be a problem
129
00:05:19,730 --> 00:05:21,690
if we need to contact you
for more information?
130
00:05:21,690 --> 00:05:22,980
Of course not.
131
00:05:22,980 --> 00:05:24,950
I hope you can help
that poor woman
132
00:05:24,950 --> 00:05:26,950
and keep her very far
away from me.
133
00:05:26,950 --> 00:05:29,280
I am working diligently
to start a new life,
134
00:05:29,280 --> 00:05:31,330
and do not need
hangersâon.
[bell rings]
135
00:05:31,330 --> 00:05:34,040
Uh, are we sure
that isn't an Ock clone
136
00:05:34,040 --> 00:05:35,960
with all the Ock removed?
137
00:05:35,960 --> 00:05:39,170
He's taking this
"turning over a new leaf"
thing very seriously.
138
00:05:39,170 --> 00:05:41,170
I'm surprised he hasn't
started opening classes
139
00:05:41,170 --> 00:05:42,710
with group hugs.
140
00:05:44,380 --> 00:05:46,760
I'd like to begin
today's lecture
141
00:05:46,760 --> 00:05:48,550
with a group hug.
142
00:05:48,550 --> 00:05:50,600
[students laugh]
143
00:05:50,600 --> 00:05:52,060
You're probably wondering
144
00:05:52,060 --> 00:05:55,310
why I'm trying this
looser lecture format.
145
00:05:55,310 --> 00:05:57,690
Well, in order
to properly grasp
146
00:05:57,690 --> 00:05:59,770
the science
behind the NeuroâCortex,
147
00:05:59,770 --> 00:06:03,480
I've designed our classroom
to be more spontaneous
148
00:06:03,480 --> 00:06:05,400
and random.
149
00:06:05,400 --> 00:06:07,030
Mr. Octavius?
150
00:06:07,030 --> 00:06:08,280
Call me Otto.
151
00:06:08,280 --> 00:06:10,200
And there is no need
to raise your hand.
152
00:06:10,200 --> 00:06:11,410
Just speak out.
153
00:06:11,410 --> 00:06:13,200
Um, Otto,
154
00:06:13,200 --> 00:06:14,910
sitting on the floor
doesn't seem
155
00:06:14,910 --> 00:06:16,870
like what professional
scientists would do.
156
00:06:16,870 --> 00:06:20,040
True, Anya, but our goal
is to break the mold.
157
00:06:20,040 --> 00:06:24,000
This format is a mirror
to how the human mind
itself operates.
158
00:06:24,000 --> 00:06:26,460
But you had the courage
to question me.
159
00:06:26,460 --> 00:06:28,340
Good.
That's one of the reasons
160
00:06:28,340 --> 00:06:30,390
I'm picking you
to be one of the leaders
161
00:06:30,390 --> 00:06:33,100
of our three NeuroâCortex
development teams,
162
00:06:33,100 --> 00:06:34,850
along with Gwen and Miles.
163
00:06:34,850 --> 00:06:36,770
Our first meeting
is this evening.
164
00:06:36,770 --> 00:06:38,600
Of course,
there will be a chance
165
00:06:38,600 --> 00:06:41,560
for everyone to contribute
to the NeuroâCortex.
166
00:06:41,560 --> 00:06:44,190
My intention
is for all students,
167
00:06:44,190 --> 00:06:46,280
no matter their skill level,
168
00:06:46,280 --> 00:06:47,650
to feel involved.
169
00:06:49,070 --> 00:06:51,410
A development leader
for the NeuroâCortex?
170
00:06:51,410 --> 00:06:53,030
This is huge.
171
00:06:53,030 --> 00:06:55,290
This could set me on track
for top colleges.
172
00:06:55,290 --> 00:06:56,620
I'm thrilled for you.
173
00:06:56,620 --> 00:06:58,250
Oh.
174
00:06:58,250 --> 00:06:59,960
Sorry, Pete.
175
00:06:59,960 --> 00:07:01,330
I wish
you got picked, too.
176
00:07:01,330 --> 00:07:02,670
We'd have a blast.
177
00:07:02,670 --> 00:07:04,290
I can't blame Ock.
178
00:07:04,290 --> 00:07:07,050
I haven't been focusing
on school like I should.
179
00:07:07,050 --> 00:07:08,510
All I was thinking about
during class
180
00:07:08,510 --> 00:07:10,130
was finding Carolyn Trainer.
181
00:07:10,130 --> 00:07:13,470
You got to find a better
schoolâlife balance, buddy.
182
00:07:13,470 --> 00:07:16,100
Tell you what. After
the NeuroâCortex meeting,
183
00:07:16,100 --> 00:07:17,350
I'll help you
track her down.
184
00:07:17,350 --> 00:07:19,270
Deal?
Deal.
185
00:07:19,270 --> 00:07:21,190
Thanks, Miles.
186
00:07:21,190 --> 00:07:22,520
[Peter]
Can we talk, Mr. Jameson?
187
00:07:22,520 --> 00:07:24,060
In 11 seconds, kid.
188
00:07:24,060 --> 00:07:26,570
The footage I gave you
of SpiderâMan.
189
00:07:26,570 --> 00:07:28,070
You're not being
truthful with it.
190
00:07:28,070 --> 00:07:29,070
He's a hero.
191
00:07:29,070 --> 00:07:30,570
You see a hero,
192
00:07:30,570 --> 00:07:33,110
I see a masked vigilante
with no skills,
193
00:07:33,110 --> 00:07:34,070
who doesn't
answer to anyone.
194
00:07:34,070 --> 00:07:36,160
Iron Man, Captain Americaââ
195
00:07:36,160 --> 00:07:38,080
now, those are real heroes.
196
00:07:38,080 --> 00:07:40,120
We know their names.
We know where they live.
197
00:07:40,120 --> 00:07:41,710
Why does SpiderâMan
wear a mask?
198
00:07:41,710 --> 00:07:43,170
Who is he? What's he hiding?
199
00:07:43,170 --> 00:07:44,500
Maybe he's aââ
200
00:07:44,500 --> 00:07:47,090
well, trying to protect
his family or something.
201
00:07:47,090 --> 00:07:48,340
Weak excuse.
202
00:07:48,340 --> 00:07:50,090
The public needs
to wake up to the truth
203
00:07:50,090 --> 00:07:51,930
about this costumed menace,
204
00:07:51,930 --> 00:07:54,340
and I'm just the man
to make that happen.
205
00:07:54,340 --> 00:07:56,100
Then...
206
00:07:56,100 --> 00:07:57,970
I can't sell you
any more footage.
207
00:07:57,970 --> 00:07:59,720
Ha. Your choice, kid.
208
00:07:59,720 --> 00:08:02,020
You don't do it, I'll find
somebody else who will.
209
00:08:02,020 --> 00:08:03,560
You know where the door is.
210
00:08:06,440 --> 00:08:07,520
[SpiderâMan]
Hey, Miles.
211
00:08:07,520 --> 00:08:08,570
I tracked those crystals
212
00:08:08,570 --> 00:08:09,570
Carolyn Trainer was looking for
213
00:08:09,570 --> 00:08:11,190
to a warehouse by the river.
214
00:08:11,190 --> 00:08:13,150
But I've been
staking it out for hours,
215
00:08:13,150 --> 00:08:14,200
and she's a noâshow.
216
00:08:14,200 --> 00:08:15,780
I wouldn't bother coming.
217
00:08:15,780 --> 00:08:17,160
Looks like this is a bust.
218
00:08:18,160 --> 00:08:19,580
Whoa! I lied!
219
00:08:19,580 --> 00:08:22,160
Hello, little bug.
220
00:08:22,160 --> 00:08:24,040
I was hoping
we'd meet again
221
00:08:24,040 --> 00:08:28,500
so I could make you
pay for your crimes
against Ock's genius!
222
00:08:30,050 --> 00:08:31,920
You have the worst
social skills.
223
00:08:31,920 --> 00:08:34,090
Ahâahâah! Not so.
224
00:08:34,090 --> 00:08:36,800
Look how many friends
I've made.
225
00:08:36,800 --> 00:08:39,100
Okay, I admit
I made them in my workshop,
226
00:08:39,100 --> 00:08:41,140
but that still counts, right?
227
00:08:41,140 --> 00:08:43,310
Octobots, attack!
228
00:08:43,310 --> 00:08:44,980
[grunting]
229
00:08:47,610 --> 00:08:50,980
Ow! Aren't you supposed to keep
dangerous pets on a leash?
230
00:08:50,980 --> 00:08:53,190
Leash these little cuties?
231
00:08:53,190 --> 00:08:55,160
Aw, no way.
232
00:08:55,160 --> 00:08:56,950
And get this.
I programmed them
233
00:08:56,950 --> 00:08:59,080
with Ock's
superior tactics.
234
00:08:59,080 --> 00:09:00,740
[giggles]
It's almost like fighting
235
00:09:00,740 --> 00:09:02,870
with the original
Doc Ock, right?
236
00:09:02,870 --> 00:09:05,500
Only they
aren't constantly talking
about how smart they are.
237
00:09:05,500 --> 00:09:08,080
Ha! Otto does do that.
238
00:09:08,080 --> 00:09:11,630
I love it. He's so
unhindered by modesty.
239
00:09:11,630 --> 00:09:15,220
Play nice while Mommy
acquires the stolen goods.
240
00:09:15,220 --> 00:09:16,510
[SpiderâMan grunting]
241
00:09:19,510 --> 00:09:22,220
Wait.
You guys do teamwork?
242
00:09:22,220 --> 00:09:24,270
That's nothing like
the original Doc Ock!
243
00:09:28,520 --> 00:09:30,690
Oh, my, Octobots.
244
00:09:30,690 --> 00:09:32,860
[grunts]
What big teeth you have.
245
00:09:40,200 --> 00:09:42,040
How about you chew on this?
246
00:09:44,000 --> 00:09:45,710
Face it, webâhead,
247
00:09:45,710 --> 00:09:48,040
now that there's
a whole Ock family,
248
00:09:48,040 --> 00:09:50,250
you're all washed up.
249
00:09:50,250 --> 00:09:52,380
"Washed up"?
What do you mean byââ
250
00:09:52,380 --> 00:09:55,130
Aah!
[grunts]
251
00:09:55,130 --> 00:09:56,880
Whaah!
252
00:09:56,880 --> 00:09:59,260
[laughing]
253
00:10:02,220 --> 00:10:04,810
I am so glad no one
was there to see that.
254
00:10:07,100 --> 00:10:08,100
Ohh.
255
00:10:09,730 --> 00:10:11,520
[sighs] I shouldn't have
told you not to come.
256
00:10:11,520 --> 00:10:13,110
I could have used your help.
257
00:10:13,110 --> 00:10:14,400
Did you get my voice mail?
258
00:10:14,400 --> 00:10:16,400
Uh, no. Sorry.
259
00:10:16,400 --> 00:10:18,030
I just went home
and fell asleep.
260
00:10:18,030 --> 00:10:19,820
Brainstorming
on the NeuroâCortex
261
00:10:19,820 --> 00:10:22,030
was amazing but exhausting.
262
00:10:22,030 --> 00:10:23,490
I barely remember going home.
263
00:10:23,490 --> 00:10:25,620
I woke up in my clothes.
264
00:10:25,620 --> 00:10:26,660
For real?
265
00:10:26,660 --> 00:10:28,580
Ah, don't worry.
I changed.
266
00:10:28,580 --> 00:10:30,290
Uh, not that.
267
00:10:30,290 --> 00:10:32,960
Carolyn Trainer doesn't
have a criminal record,
268
00:10:32,960 --> 00:10:35,920
but Ock said they had
cells next to each other.
269
00:10:35,920 --> 00:10:37,380
Why would she be behind bars?
270
00:10:37,380 --> 00:10:38,840
She's just a researcher
271
00:10:38,840 --> 00:10:41,010
with a PhD
in electrical engineering.
272
00:10:41,010 --> 00:10:43,390
Having very little
common sense
273
00:10:43,390 --> 00:10:46,470
apparently didn't
stop her from getting
an advanced degree.
274
00:10:46,470 --> 00:10:47,980
Another thing about herââ
275
00:10:47,980 --> 00:10:51,310
she buys her Octobot parts
at a hardware store.
276
00:10:51,310 --> 00:10:54,820
I recognize almost all these
components from my projects.
277
00:10:54,820 --> 00:10:57,440
Time for the Spiderâmen
to go to work?
278
00:10:57,440 --> 00:11:02,160
Ah, can't. We have another
NeuroâCortex development
meeting this afternoon.
279
00:11:02,160 --> 00:11:04,200
But call me
if you need help later.
280
00:11:04,200 --> 00:11:05,490
This time I'll pick up.
281
00:11:06,950 --> 00:11:08,750
Pete, can I have a word?
282
00:11:08,750 --> 00:11:10,460
Hey, Max.
283
00:11:10,460 --> 00:11:12,330
Uh,
is the word "tuition"?
284
00:11:12,330 --> 00:11:14,090
Yeah. Sorry.
285
00:11:14,090 --> 00:11:16,250
I've pushed the board
as far as they can go.
286
00:11:16,250 --> 00:11:18,970
If the office doesn't have
a payment by tomorrow,
287
00:11:18,970 --> 00:11:20,880
they will give your spot
here at Horizon
288
00:11:20,880 --> 00:11:22,180
to someone on the wait list.
289
00:11:22,180 --> 00:11:24,930
I understand.
I'll find a way.
290
00:11:27,310 --> 00:11:29,310
Tony Stark had the right idea.
291
00:11:29,310 --> 00:11:32,900
Become a billionaire,
then become a superhero.
292
00:11:32,900 --> 00:11:35,520
But while I'm trying to find
a way to pay for my tuition,
293
00:11:35,520 --> 00:11:38,480
I might as well find
where Carolyn Trainer
buys her spare parts.
294
00:11:39,530 --> 00:11:40,820
But what am I gonna do,
295
00:11:40,820 --> 00:11:42,160
ask the clerks
if they've ever seen
296
00:11:42,160 --> 00:11:45,030
a bizarre customer
with octopus arms?
297
00:11:45,030 --> 00:11:49,200
Wait. A seafood restaurant
next to a hardware store?
298
00:11:49,200 --> 00:11:50,710
No. She wouldn't.
299
00:11:50,710 --> 00:11:52,870
That would be
way too obvious. Right?
300
00:11:55,880 --> 00:11:57,090
[Carolyn grumbles]
301
00:11:57,090 --> 00:11:59,090
What on earth could that
genius be planning,
302
00:11:59,090 --> 00:12:00,800
you guys?
303
00:12:00,800 --> 00:12:03,010
These crystals appear inert.
304
00:12:03,010 --> 00:12:05,430
I don't yet see what he
could possibly need them for.
305
00:12:05,430 --> 00:12:06,970
And I thought
you were kiddingââ
Hmm?
306
00:12:06,970 --> 00:12:08,640
...when you said these things
were your friends.
307
00:12:08,640 --> 00:12:10,060
Ugh. Creepy.
308
00:12:10,060 --> 00:12:12,980
Uhh! Oh, you pest!
309
00:12:12,980 --> 00:12:15,360
Octobots, attack!
310
00:12:18,020 --> 00:12:19,860
Listen, guys, pro tipââ
311
00:12:19,860 --> 00:12:21,570
when I first got
into villain busting,
312
00:12:21,570 --> 00:12:23,910
I was always
way over my head.
Huh?
313
00:12:23,910 --> 00:12:26,370
But now, as an experienced
secondâyear hero,
314
00:12:26,370 --> 00:12:28,030
I've learned
the importance of...
315
00:12:31,620 --> 00:12:32,870
being prepared.
316
00:12:32,870 --> 00:12:35,790
[gasps]
My little Ottos!
317
00:12:35,790 --> 00:12:38,590
What has that maniac
done to you?
318
00:12:38,590 --> 00:12:41,840
You're the one
trying to team up with
a reformed super villain,
319
00:12:41,840 --> 00:12:43,380
but I'm the maniac.
320
00:12:43,380 --> 00:12:46,800
"Reformed"? Ha! As if.
321
00:12:46,800 --> 00:12:50,140
Otto hasn't revealed all
the steps of his plan to me,
322
00:12:50,140 --> 00:12:52,480
but he promised
that if I follow his orders,
323
00:12:52,480 --> 00:12:54,810
we'll rule this city together.
324
00:12:54,810 --> 00:12:55,980
Together.
325
00:12:55,980 --> 00:12:57,690
Have you even met Ock?
326
00:12:57,690 --> 00:13:00,070
Sharing isn't exactly
his strong suit.
327
00:13:00,070 --> 00:13:03,320
Besides, Otto gave your name
to the police.
328
00:13:03,320 --> 00:13:05,360
He's collaborating
with them and not you.
329
00:13:05,360 --> 00:13:07,280
I know that's not true.
330
00:13:07,280 --> 00:13:10,120
Are you suggesting
Otto broke our promise?
331
00:13:10,120 --> 00:13:12,250
Are you calling him a liar?
332
00:13:13,200 --> 00:13:14,620
One of you is lying.
333
00:13:14,620 --> 00:13:16,040
Time to find out which one.
334
00:13:16,040 --> 00:13:18,130
By the way, say hello
to the cops for me.
335
00:13:18,130 --> 00:13:19,460
I'll be sending them
right over.
336
00:13:23,550 --> 00:13:25,930
Fortunately,
it'll be easy to find Ock.
337
00:13:25,930 --> 00:13:29,050
The NeuroâCortex Club
is still in session.
338
00:13:29,050 --> 00:13:31,430
Okay. Creepy much?
339
00:13:31,430 --> 00:13:33,310
Locked door, eerie lighting.
340
00:13:33,310 --> 00:13:35,940
What kind of a school
project meeting is this?
341
00:13:36,980 --> 00:13:38,060
What?
342
00:13:41,980 --> 00:13:45,190
[Doc Ock]I know it might appearfrightening, SpiderâMan,
343
00:13:45,190 --> 00:13:47,780
but that's often what realprogress looks like.
344
00:13:47,780 --> 00:13:51,160
Octavius. What are you doing
to these students?
345
00:13:54,540 --> 00:13:56,870
What I'm doing to them
is irrelevant.
346
00:13:56,870 --> 00:14:01,960
What they are doing for me
will change the world forever.
347
00:14:01,960 --> 00:14:04,420
Your little experiment
ends now.
348
00:14:04,420 --> 00:14:05,840
[grunting]
349
00:14:05,840 --> 00:14:09,550
Whoa!
Do not do that, SpiderâMan!
350
00:14:09,550 --> 00:14:10,970
Wait. How?
351
00:14:10,970 --> 00:14:12,310
I told everyone
352
00:14:12,310 --> 00:14:13,890
the potential
of the NeuroâCortex
353
00:14:13,890 --> 00:14:15,020
was limitless,
354
00:14:15,020 --> 00:14:17,190
and behold, it has enabled me
355
00:14:17,190 --> 00:14:20,060
to unlock the most important
force in the worldââ
356
00:14:20,060 --> 00:14:22,190
my own mind!
357
00:14:23,070 --> 00:14:25,070
Aah!
358
00:14:31,030 --> 00:14:33,120
Didn't know you were
into magic tricks.
359
00:14:36,040 --> 00:14:38,160
How are you doing all this?
Whoa.
360
00:14:40,290 --> 00:14:42,500
Some would call them
telekinetic powersââ
361
00:14:42,500 --> 00:14:44,960
mentally manipulating
quantum entanglement.
362
00:14:44,960 --> 00:14:48,130
Einstein called it
"spooky action at a distance."
363
00:14:48,130 --> 00:14:50,430
But I call it the future!
364
00:14:52,220 --> 00:14:54,560
Not one I want to live in.
365
00:14:54,560 --> 00:14:57,560
Did you know that the neurons
in the human brain
366
00:14:57,560 --> 00:15:00,190
can send dozens
of signals per second?
367
00:15:00,190 --> 00:15:03,480
Oh, yeah? Fascinating,
Dr. Irrelevant.
368
00:15:03,480 --> 00:15:04,480
Point?
369
00:15:05,860 --> 00:15:08,070
Uhh!
You are fast, SpiderâMan,
370
00:15:08,070 --> 00:15:10,240
but not faster
than the speed of thought.
371
00:15:10,240 --> 00:15:12,070
The students' brains
372
00:15:12,070 --> 00:15:14,030
are acting
as parallel processors,
373
00:15:14,030 --> 00:15:17,330
helping the NeuroâCortex
process quantum software
374
00:15:17,330 --> 00:15:21,120
that pushes my genius
to the very limit!
375
00:15:21,120 --> 00:15:24,040
You can't just use
their neural pathways
like computer circuits.
376
00:15:24,040 --> 00:15:25,630
That could fry their minds.
377
00:15:25,630 --> 00:15:27,210
Aah!
[Gwen screaming]
378
00:15:27,210 --> 00:15:30,050
Aah!
A small sacrifice
379
00:15:30,050 --> 00:15:32,890
to take human existence
to the next level.
380
00:15:32,890 --> 00:15:35,930
The physical shall
limit me no longer.
381
00:15:35,930 --> 00:15:37,390
Yaah!
382
00:15:41,440 --> 00:15:43,730
Those arms were fused to you.
383
00:15:43,730 --> 00:15:45,110
They were impossible
to remove.
384
00:15:45,110 --> 00:15:47,320
Nothing is impossible
to me now.
385
00:15:47,320 --> 00:15:49,990
Max Modell, Norman Osbornââ
386
00:15:49,990 --> 00:15:52,700
none of them could see
my true brilliance.
387
00:15:52,700 --> 00:15:55,950
They laughed at me.
Who is laughing now?
388
00:15:55,950 --> 00:15:58,240
Imagine a world
run by my mind.
389
00:15:58,240 --> 00:16:00,370
The perfect world!
390
00:16:00,370 --> 00:16:02,790
You were lying to everybody.
391
00:16:02,790 --> 00:16:06,040
Wait. The wild pack,
Carolyn Trainer.
392
00:16:06,040 --> 00:16:07,960
What about
those stolen crystals?
393
00:16:07,960 --> 00:16:09,300
That was all you?
394
00:16:09,300 --> 00:16:11,670
Hmm. Brilliant, wasn't it?
395
00:16:11,670 --> 00:16:14,180
I played everyone
like chess pieces,
396
00:16:14,180 --> 00:16:16,050
including you.
397
00:16:22,100 --> 00:16:24,690
Carolyn Trainer
was only a tool
398
00:16:24,690 --> 00:16:27,900
keeping you busy while I
reached my true potential.
399
00:16:31,110 --> 00:16:32,320
[grunts]
400
00:16:32,320 --> 00:16:34,280
You used me?
401
00:16:34,280 --> 00:16:36,820
Otto, how could you?
402
00:16:36,820 --> 00:16:38,910
I didn't wind up
in prison by accident.
403
00:16:38,910 --> 00:16:40,200
I hacked the system
404
00:16:40,200 --> 00:16:41,500
and falsified
my own conviction
405
00:16:41,500 --> 00:16:42,580
just to meet you.
406
00:16:42,580 --> 00:16:45,170
You said we would be together!
407
00:16:45,170 --> 00:16:47,790
I did everything
you asked of me!
408
00:16:47,790 --> 00:16:51,550
You served my purpose
for a while, Carolyn.
409
00:16:51,550 --> 00:16:54,680
That is more than most.
Be content with that.
410
00:17:01,020 --> 00:17:03,600
[shouting]
411
00:17:03,600 --> 00:17:04,640
Uhh!
412
00:17:10,190 --> 00:17:11,860
Yaah!
413
00:17:11,860 --> 00:17:12,860
Uhh!
Aah!
414
00:17:21,200 --> 00:17:24,120
Miles.
Tell me you can hear me.
415
00:17:25,410 --> 00:17:27,000
Miles, please.
[grunting]
416
00:17:27,000 --> 00:17:28,170
I need your help!
417
00:17:28,170 --> 00:17:30,340
Gwen! Anya!
418
00:17:30,340 --> 00:17:31,880
Take back control.
419
00:17:31,880 --> 00:17:33,050
You have to fight him.
420
00:17:33,050 --> 00:17:36,010
Aah!
421
00:17:37,550 --> 00:17:39,010
Hah!
422
00:17:39,010 --> 00:17:40,100
Yaah!
423
00:17:43,930 --> 00:17:45,180
What?
424
00:17:45,180 --> 00:17:46,270
Did I do that?
425
00:17:46,270 --> 00:17:47,560
They're fighting back.
426
00:17:47,560 --> 00:17:48,810
[Gwen, Anya, Miles grunting]
427
00:17:48,810 --> 00:17:50,060
Then let's help them.
428
00:17:50,060 --> 00:17:52,070
Now, that's using your brain.
429
00:17:52,070 --> 00:17:54,820
They hit him mentally,
we hit him physically.
430
00:17:54,820 --> 00:17:58,610
How? This is impossible!
431
00:17:58,610 --> 00:18:00,580
Aah!
432
00:18:03,200 --> 00:18:08,120
[slowâmotion screaming]
433
00:18:13,420 --> 00:18:14,550
[man gasps]
434
00:18:16,130 --> 00:18:18,130
This city. Am I right?
435
00:18:19,680 --> 00:18:22,470
They're okay,
just unconscious.
436
00:18:22,470 --> 00:18:24,270
Well, can't say the same
for Otto.
437
00:18:24,270 --> 00:18:27,350
He's alive,
but this is a deep coma.
438
00:18:30,770 --> 00:18:32,650
[siren approaching]
Ohh.
439
00:18:32,650 --> 00:18:35,110
I knew the police
would find me again.
440
00:18:35,110 --> 00:18:38,110
Do you know how hard it was
to escape from them?
441
00:18:38,110 --> 00:18:41,160
No, I don't, but I do know
I couldn't have done this
442
00:18:41,160 --> 00:18:42,740
without your help tonight.
443
00:18:42,740 --> 00:18:44,200
Maybe it's time to admit
444
00:18:44,200 --> 00:18:45,950
you're a terrible
super villain.
445
00:18:47,160 --> 00:18:50,040
Ock was so inspiring.
[sighs]
446
00:18:50,040 --> 00:18:53,540
He made me
feel like I belonged
to something greater.
447
00:18:53,540 --> 00:18:55,710
But it was all a lie.
448
00:18:58,880 --> 00:19:01,430
It's not too late to make
a difference, Carolyn.
449
00:19:01,430 --> 00:19:03,100
If you get a second chance,
450
00:19:03,100 --> 00:19:05,640
don't blow it
like Otto Octavius did.
451
00:19:13,310 --> 00:19:16,150
[groans]
452
00:19:16,150 --> 00:19:18,650
I missed something,
didn't I?
453
00:19:18,650 --> 00:19:20,990
Miles. Pete's been
telling us a story
454
00:19:20,990 --> 00:19:22,530
that's hard to believe.
455
00:19:22,530 --> 00:19:24,410
Doc Ock with
telekinetic powers?
456
00:19:24,410 --> 00:19:25,990
Do you remember
any of this?
457
00:19:25,990 --> 00:19:27,790
No.
458
00:19:27,790 --> 00:19:29,160
I justââ
459
00:19:29,160 --> 00:19:31,920
I think I dreamt
about SpiderâMan.
460
00:19:31,920 --> 00:19:33,130
He needed help.
461
00:19:33,130 --> 00:19:34,920
Apparently, he came
462
00:19:34,920 --> 00:19:36,550
to save you guys
from Ock last night,
463
00:19:36,550 --> 00:19:38,710
but you ended up
saving him.
464
00:19:38,710 --> 00:19:42,510
Well, that part
sounds believable.
465
00:19:42,510 --> 00:19:45,180
[laughter]
466
00:19:45,180 --> 00:19:47,100
The three of you
are the lucky ones.
467
00:19:47,100 --> 00:19:49,020
Ock tried to expand his mind,
468
00:19:49,020 --> 00:19:51,730
but it looks like
he overloaded it.
469
00:19:55,940 --> 00:19:57,400
Make sure
you thank SpiderâMan
470
00:19:57,400 --> 00:19:58,820
for letting me
see this.
471
00:19:58,820 --> 00:20:01,450
I'm putting
much stricter safeguards
472
00:20:01,450 --> 00:20:03,110
on the use
of the NeuroâCortex.
473
00:20:03,110 --> 00:20:05,740
I never should have
let Otto near it.
474
00:20:05,740 --> 00:20:08,330
To be fair,
Otto had everyone fooled.
475
00:20:08,330 --> 00:20:09,870
But he did prove one thingââ
476
00:20:09,870 --> 00:20:11,710
the NeuroâCortex
does have potential
477
00:20:11,710 --> 00:20:13,500
for truly amazing things.
478
00:20:13,500 --> 00:20:17,000
Amazing things
I really want you
to be a part of, Peter.
479
00:20:19,710 --> 00:20:21,050
[Jameson]
Ha ha ha ha!
480
00:20:21,050 --> 00:20:22,510
Fantastic, kid.
481
00:20:22,510 --> 00:20:24,220
I'm glad
you changed your mind.
482
00:20:24,220 --> 00:20:27,010
In fact, why don't I
put you on retainer?
483
00:20:27,010 --> 00:20:28,680
Keep bringing me
this kind of material,
484
00:20:28,680 --> 00:20:30,520
and you'll have
a regular job here.
485
00:20:30,520 --> 00:20:32,180
Yes, sir, Mr. Jameson.
486
00:20:32,180 --> 00:20:35,150
Maybe this'll help you
up your game, Brock.
487
00:20:35,150 --> 00:20:37,360
A little competition
from a school kid
488
00:20:37,360 --> 00:20:40,110
could push you
to do some good work
once in a while.
489
00:20:40,110 --> 00:20:42,070
Uh, heh heh.
490
00:20:48,450 --> 00:20:49,870
There you are.
491
00:20:49,870 --> 00:20:52,160
Guys, you shouldn't
have to be the ones
492
00:20:52,160 --> 00:20:53,710
to clean up the lab
493
00:20:53,710 --> 00:20:55,420
where a teacherâslashâ
super villain went ballistic.
494
00:20:55,420 --> 00:20:57,000
It's what we have to do
495
00:20:57,000 --> 00:20:58,540
if we want to get
back to work.
496
00:20:58,540 --> 00:21:00,840
The NeuroâCortex isn't
gonna develop itself.
497
00:21:00,840 --> 00:21:04,590
All right. Well, if this
is where the party is,
then I'll help out.
498
00:21:04,590 --> 00:21:07,720
You have a weird
definition of "party."
499
00:21:07,720 --> 00:21:09,930
It might not be the social
event of the year,
500
00:21:09,930 --> 00:21:12,390
but I'm cool
wherever you guys are.
501
00:21:12,390 --> 00:21:15,020
When I came to Horizon,
I didn't know anyone,
502
00:21:15,020 --> 00:21:18,110
and now I can't imagine
life without you.
503
00:21:18,110 --> 00:21:19,400
I thought you were
here to clean,
504
00:21:19,400 --> 00:21:20,860
not get all sappy
on us.
505
00:21:20,860 --> 00:21:23,440
I'm sorry about
what happened with Otto.
506
00:21:23,440 --> 00:21:25,070
But the good newsââ
507
00:21:25,070 --> 00:21:27,870
he won't be causing us
any more grief this year.
508
00:21:28,910 --> 00:21:29,950
[chatter]
36181
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