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1
00:00:00,120 --> 00:00:03,420
[Peter groaning]
Peter, honey?
Wake up.
2
00:00:03,420 --> 00:00:04,920
[gasping]
3
00:00:04,920 --> 00:00:06,590
Oh, you wanna fight too?
4
00:00:06,590 --> 00:00:08,090
Bring it on, Panda‐girl.
5
00:00:08,090 --> 00:00:09,630
[gasping]
6
00:00:09,630 --> 00:00:11,050
[grunts]
7
00:00:12,630 --> 00:00:14,090
[sheepish chuckle]
8
00:00:14,090 --> 00:00:17,100
Sorry. Weird dream.
9
00:00:17,100 --> 00:00:18,890
I would say so.
10
00:00:18,890 --> 00:00:20,810
You don't wanna
be late for school.
11
00:00:22,480 --> 00:00:24,440
Oh, hey, you never told me
12
00:00:24,440 --> 00:00:26,730
how the Horizon Open House
project went.
13
00:00:26,730 --> 00:00:31,440
It, uh,
went about as expected.
14
00:00:31,440 --> 00:00:35,070
[yawns]
Conking out mid‐wheat cake.
That's a new low.
15
00:00:35,070 --> 00:00:38,080
[yawns]
After villains
crawled out of the woodwork
16
00:00:38,080 --> 00:00:41,080
to try and collect Chameleon's
bounty on my head,
17
00:00:41,080 --> 00:00:44,040
getting a good night's sleep
hasn't been...
[snoring]
18
00:00:45,870 --> 00:00:47,420
[sighs]
19
00:00:47,420 --> 00:00:49,710
[snoring]
20
00:00:51,090 --> 00:00:53,630
Yeesh! Falling asleep
standing up?
21
00:00:53,630 --> 00:00:55,680
Glad I can take the web‐express
to school.
22
00:00:55,680 --> 00:00:58,550
And now that Chameleon's
behind bars, things have
gotta be looking up.
23
00:00:58,550 --> 00:01:00,640
Most of my troubles
are already behind me.
24
00:01:00,640 --> 00:01:02,180
[Jameson]The Bugle's officiallycalling out
25
00:01:02,180 --> 00:01:04,020
Police Chief Watanabe.
26
00:01:04,020 --> 00:01:07,150
It's timeshe recognizes Spider‐Man
27
00:01:07,150 --> 00:01:10,650
as the clear and present dangerhe is!
Huh?
28
00:01:10,650 --> 00:01:13,070
Uh, okay.
29
00:01:13,070 --> 00:01:15,610
I still might have
a few problems, like...
30
00:01:16,660 --> 00:01:18,240
boomerang?!
31
00:01:18,240 --> 00:01:20,780
[yells]
32
00:01:20,780 --> 00:01:23,580
Wh‐What is happeniiiing?
33
00:01:23,580 --> 00:01:25,210
[yells]
34
00:01:26,670 --> 00:01:30,340
I did not, in fact,
stick that landing.
[yells]
35
00:01:30,340 --> 00:01:34,630
Revenge, and that bounty,
appear already in hand.
36
00:01:34,630 --> 00:01:36,630
Tinkerer?
[scoffs]
37
00:01:36,630 --> 00:01:39,090
Do you not own a TV?
Radio?
38
00:01:39,090 --> 00:01:41,430
Chameleon's in prison.
The bounty's gone.
39
00:01:41,430 --> 00:01:43,220
Kaputski!
Huh?
40
00:01:43,220 --> 00:01:45,520
Lies!
41
00:01:45,520 --> 00:01:46,850
[grunts]
42
00:01:46,850 --> 00:01:48,270
[yells]
43
00:01:48,270 --> 00:01:49,860
[grunting]
44
00:01:49,860 --> 00:01:50,860
[yells]
45
00:01:50,860 --> 00:01:52,270
[grunts]
[yelling]
46
00:01:52,270 --> 00:01:54,740
My Spider‐Sense
is barely working!
47
00:01:54,740 --> 00:01:57,950
What's going on with meee?!
[grunts]
48
00:01:57,950 --> 00:02:00,370
Fine. [grunts]
You don't wanna leave
empty‐handed.
49
00:02:00,370 --> 00:02:03,620
I get it. How's...
[mutters]
four dollars sound?
50
00:02:03,620 --> 00:02:06,290
Bounty or no,
this changes nothing.
51
00:02:06,290 --> 00:02:09,120
You had me thrown in prison,
52
00:02:09,120 --> 00:02:11,710
and worse,
you made my team lose.
53
00:02:11,710 --> 00:02:14,380
Taste my revenge, Spider‐brat.
54
00:02:14,380 --> 00:02:17,380
You're‐‐
How did you put it?
"Kaputski"?
55
00:02:17,380 --> 00:02:20,090
So, you don't want
the four dollars?
56
00:02:31,520 --> 00:02:32,980
[yells]
57
00:02:32,980 --> 00:02:35,190
Gotta shut down
this clown's wrist tech.
58
00:02:35,190 --> 00:02:36,990
Physics don't fail me now!
[beeps]
59
00:02:36,990 --> 00:02:38,400
[grunts]
[grunts]
60
00:02:38,400 --> 00:02:39,570
[grunts]
61
00:02:42,780 --> 00:02:44,790
[gasps]
What?
62
00:02:44,790 --> 00:02:46,580
Huh? How?
63
00:02:46,580 --> 00:02:48,160
Now excuse me.
64
00:02:48,160 --> 00:02:51,790
I feel a nap coming on.
[muffled]
I hate you, Spider‐Man!
65
00:02:51,790 --> 00:02:53,840
[yawning]
66
00:02:53,840 --> 00:02:56,710
[sighs]
Nothing like the sweet,
67
00:02:56,710 --> 00:02:58,800
soothing sounds of villainy.
68
00:02:58,800 --> 00:03:00,930
[muffled shouting]
[snoring]
69
00:03:00,930 --> 00:03:03,930
[cries out]
That call‐in tip
was on the money.
70
00:03:03,930 --> 00:03:07,310
Round 'em up.
[clears throat]
71
00:03:07,310 --> 00:03:09,350
[gasps]
Oh.
72
00:03:09,350 --> 00:03:12,690
Goblins, octopuses,
chameleons,
73
00:03:12,690 --> 00:03:16,320
and yet it's
the evil mastermind exhaustion
that does me in.
74
00:03:16,320 --> 00:03:18,570
[handcuffs clink]
All right.
Don't do anything, Spidey.
75
00:03:18,570 --> 00:03:21,360
You're coming with us
for questioning.
[groans]
76
00:03:21,360 --> 00:03:24,280
Good work, but I can
take it from here, Officer.
77
00:03:26,330 --> 00:03:29,500
Do you know
how much pressure I'm getting
to bring you in?
78
00:03:29,500 --> 00:03:33,920
Let me guess.
Rage face, mustache,
flying spittle when he talks?
79
00:03:33,920 --> 00:03:37,550
Destruction of property,
public endangerment,
trespassing.
80
00:03:37,550 --> 00:03:39,550
That's a big list of things
you're accused of.
81
00:03:39,550 --> 00:03:41,840
So I can't believe
I'm doing this.
82
00:03:42,840 --> 00:03:45,390
Uh, neither can I?
83
00:03:45,390 --> 00:03:47,260
You've done a lot of good
in this city.
84
00:03:47,260 --> 00:03:51,810
So instead of fighting you,
I'd rather work with you.
85
00:03:51,810 --> 00:03:55,520
Thanks, Chief Watanabe.
I'll help any way I can,
obviously.
86
00:03:55,520 --> 00:03:58,440
Good, because Chameleon
isn't talking,
87
00:03:58,440 --> 00:04:02,240
and we have reason to believe
he wasn't the mastermind
behind the bounty on your head.
88
00:04:02,240 --> 00:04:05,070
He was only a hired gun.
Wait.
89
00:04:05,070 --> 00:04:08,080
So there's a big
shadowy boss out there
who wants me gone.
90
00:04:08,080 --> 00:04:10,120
What makes you think Chameleon
wasn't behind it?
91
00:04:10,120 --> 00:04:12,080
He's clammed up.
92
00:04:12,080 --> 00:04:15,420
Something, or someone,
scares him more than jail time.
93
00:04:15,420 --> 00:04:18,090
And his gear was too advanced
for him to have worked alone.
94
00:04:18,090 --> 00:04:20,420
Our labs ran their tests.
95
00:04:20,420 --> 00:04:23,220
Haven't been able
to make heads or tails
of Chameleon's holo‐mask.
96
00:04:23,220 --> 00:04:25,760
Thought maybe you could take
a piece of it to your‐‐
97
00:04:25,760 --> 00:04:29,310
I don't know‐‐ Spider‐lair
and see if you can
uncover a lead.
98
00:04:29,310 --> 00:04:31,600
Ideally pointing to someone
I can arrest.
99
00:04:31,600 --> 00:04:34,440
How do you know you can‐‐
Trust you?
100
00:04:34,440 --> 00:04:37,900
We both want the same thing‐‐
to make this city safe.
101
00:04:37,900 --> 00:04:41,360
Just promise me,
if you find a lead,
you call me first.
102
00:04:41,360 --> 00:04:43,110
Deal.
103
00:04:47,280 --> 00:04:48,450
[yawns]
104
00:04:48,450 --> 00:04:51,240
Peter Parker.
[gasps]
What?
105
00:04:51,240 --> 00:04:53,910
May I interest youin a tasty beverage?
106
00:04:53,910 --> 00:04:55,290
Miles?
107
00:04:55,290 --> 00:04:58,250
I want you to meet
the Neuro‐Cortex's new home.
108
00:04:58,250 --> 00:04:59,920
I call it the Living Brain.
109
00:04:59,920 --> 00:05:03,380
May I interest youin a tasty beverage?
110
00:05:03,380 --> 00:05:06,590
Whoa! You gave
the supercomputer a body?
111
00:05:08,260 --> 00:05:11,260
He's well designed,
and strangely polite.
112
00:05:11,260 --> 00:05:16,600
Well, after Doc Ock tried
to steal the Neuro‐Cortex,
Max wanted a way to protect it.
113
00:05:16,600 --> 00:05:20,190
So, working with calculations
given to us
by the Neuro‐Cortex,
114
00:05:20,190 --> 00:05:21,820
we created this.
115
00:05:21,820 --> 00:05:25,070
It also has its own defenses,
including rocket boots.
116
00:05:25,070 --> 00:05:26,570
My touch.
117
00:05:26,570 --> 00:05:29,200
The Neuro‐Cortex helped you
make its own body?
118
00:05:30,410 --> 00:05:32,450
[yawns]
Efficient.
119
00:05:34,330 --> 00:05:37,040
Speaking of new tech,
need your help with this.
120
00:05:37,040 --> 00:05:39,380
Looks like Chameleon
wasn't working alone.
121
00:05:39,380 --> 00:05:42,550
It's a piece of his mask.
Ever seen anything like it?
122
00:05:44,010 --> 00:05:47,590
Huh. It looks like
some kind of meta‐material.
123
00:05:47,590 --> 00:05:49,590
"Meta‐material"?
124
00:05:49,590 --> 00:05:52,350
It bends light waves
to distort what we see.
125
00:05:52,350 --> 00:05:55,430
The fake faces and bodies
Chameleon used
were probably uploaded.
126
00:05:55,430 --> 00:05:58,650
And the meta‐material
gave it three‐dimensional depth.
127
00:05:58,650 --> 00:06:03,360
As for who
could supply this tech,
I got nada.
128
00:06:03,360 --> 00:06:06,070
But watch this.
Living Brain,
129
00:06:06,070 --> 00:06:09,450
who in New York
holds a technology patent
on holo‐meta‐materials?
130
00:06:09,450 --> 00:06:12,580
Subject: Warren, Raymond.
131
00:06:12,580 --> 00:06:15,700
Technology patent:holo‐meta‐materials.
132
00:06:15,700 --> 00:06:17,410
Fall, last year.
133
00:06:17,410 --> 00:06:20,460
[chuckles]
That‐‐ That's incredible.
134
00:06:22,250 --> 00:06:24,250
So, Raymond Warren.
135
00:06:24,250 --> 00:06:26,260
You think the Jackal's
behind these attacks?
136
00:06:26,260 --> 00:06:28,760
I haven't
seen him in months.
137
00:06:28,760 --> 00:06:31,260
But it could also be someone
stealing his tech.
138
00:06:31,260 --> 00:06:32,970
Wouldn't be
the first time.
[snoring]
139
00:06:32,970 --> 00:06:34,140
[soft thud]
Ow!
140
00:06:34,140 --> 00:06:35,520
Oh, you okay?
141
00:06:35,520 --> 00:06:38,480
You don't look so hot.
142
00:06:38,480 --> 00:06:41,770
What would...
make you think that?
143
00:06:41,770 --> 00:06:43,690
When was the last time
you slept?
144
00:06:43,690 --> 00:06:46,320
If by "slept," you mean
145
00:06:46,320 --> 00:06:48,820
unexpectedly passed out
in aeronautics class...
146
00:06:48,820 --> 00:06:50,990
[sighs]
45 minutes ago.
147
00:06:50,990 --> 00:06:54,620
If you mean a full night's rest,
then probably about a week...
148
00:06:54,620 --> 00:06:56,160
and a half.
149
00:06:56,160 --> 00:06:57,580
Dude, that's insane!
150
00:06:57,580 --> 00:06:59,750
No one can function like that.
Not even you.
151
00:06:59,750 --> 00:07:01,960
Now that you mentioned it,
152
00:07:01,960 --> 00:07:04,380
guess my powers
have kind of been on strike.
153
00:07:04,380 --> 00:07:06,590
And that doesn't
seem odd to you?
154
00:07:06,590 --> 00:07:10,970
I'll sleep
when I catch the Jackal,
or whoever's behind this.
155
00:07:10,970 --> 00:07:14,600
Yeah. It'll be hilarious
when you snore on him.
156
00:07:14,600 --> 00:07:17,600
You need rest, Pete.
[phone keypad beeping]
157
00:07:17,600 --> 00:07:19,640
Who are you calling?
158
00:07:19,640 --> 00:07:22,230
Hey, Mrs. Parker,
it's Miles.
[grunts]
159
00:07:22,230 --> 00:07:24,480
No, no, no!
Don't tell her!
[straining]
160
00:07:24,480 --> 00:07:26,820
So, Pete's come to school
looking a little‐‐
161
00:07:26,820 --> 00:07:30,450
Come on, come on...
Well, you know how
a balloon looks on day five?
162
00:07:30,450 --> 00:07:33,870
"Deflated"?
I was gonna say "sad."
163
00:07:33,870 --> 00:07:35,870
I agree.
He's coming home.
164
00:07:36,910 --> 00:07:38,700
[groans]
165
00:07:41,460 --> 00:07:44,080
This is so blown
out of proportion.
166
00:07:44,080 --> 00:07:46,090
[yawning]
I'm not that tired.
167
00:07:46,090 --> 00:07:48,300
You're not the boss here,
young man.
168
00:07:48,300 --> 00:07:52,010
And would you wanna disappoint
your slumberland pal?
[gasps]
169
00:07:52,010 --> 00:07:54,590
Señor Trunks!
170
00:07:54,590 --> 00:07:58,640
Haven't needed him to sleep
since I was six.
[chuckles]
171
00:07:58,640 --> 00:08:01,350
[sighs, snores]
172
00:08:01,350 --> 00:08:04,850
No one says no
to Señor Trunks.
173
00:08:09,360 --> 00:08:10,860
[beeps]
174
00:08:10,860 --> 00:08:13,240
[Miles]This better bea dream‐dial, Pete!
175
00:08:13,240 --> 00:08:16,160
[quietly]
Dude, calling May
was a low blow.
176
00:08:16,160 --> 00:08:18,410
Wait. Where are you?
Looked into it.
177
00:08:18,410 --> 00:08:21,120
Jackal only hasone warehouse leftthat hasn't been blown up.
178
00:08:21,120 --> 00:08:24,580
And, of course,
it was buried under
several dummy corporations.
179
00:08:24,580 --> 00:08:27,000
But I'm headed there nowto check on the lead.
Miles, listen.
180
00:08:27,000 --> 00:08:29,380
I went through the wringer
with all these villains.
181
00:08:29,380 --> 00:08:31,260
Don't do it alone.
You need backup.
182
00:08:31,260 --> 00:08:34,550
And the guy whose powers
have gone whack‐a‐doodle's
gonna help?
183
00:08:34,550 --> 00:08:36,590
Get some Z's.
I got it covered, man.
184
00:08:38,180 --> 00:08:41,020
Just an empty office?
Abandoned tech?
185
00:08:41,020 --> 00:08:43,270
No lab?
186
00:08:43,270 --> 00:08:46,100
Wait! Could it be?
187
00:08:46,100 --> 00:08:49,820
Could this light be a lever
to reveal a supersecret
hidden lab?
188
00:08:49,820 --> 00:08:51,480
[grunts]
[creaks]
189
00:08:51,480 --> 00:08:53,030
Dream crusher.
190
00:08:54,820 --> 00:08:57,200
Not seeing any clues here.
191
00:08:57,200 --> 00:08:59,700
Nothing but outdated tech.
192
00:08:59,700 --> 00:09:01,580
Ew, spiders.
193
00:09:04,250 --> 00:09:06,250
I got nothin'.
194
00:09:06,250 --> 00:09:07,330
[grunts]
195
00:09:07,330 --> 00:09:10,250
I'm really glad no one saw that.
196
00:09:10,250 --> 00:09:11,760
Whoa!
[grunts]
197
00:09:11,760 --> 00:09:13,300
I knew it!
198
00:09:14,720 --> 00:09:16,720
Awesome supersecret lab!
199
00:09:18,470 --> 00:09:20,930
Now, this is what
I call a clue.
200
00:09:20,930 --> 00:09:25,190
Holo‐meta‐materials!
Aw, so cool!
201
00:09:25,190 --> 00:09:27,440
And this must be
the image matrix server
202
00:09:27,440 --> 00:09:31,110
that uploads identities
to Chameleon's mask.
203
00:09:31,110 --> 00:09:35,200
Just need to download
Chameleon's server files
and decrypt later.
204
00:09:35,200 --> 00:09:37,780
Hopefully there's
a digital trail
or communication,
205
00:09:37,780 --> 00:09:40,530
something that can lead us
to who he's working for.
206
00:09:40,530 --> 00:09:42,700
Ugh! J. Jonah Jameson?
[alarm beeping]
207
00:09:42,700 --> 00:09:44,910
Uh‐oh! Triggered security.
208
00:09:44,910 --> 00:09:47,500
If his is the last face
I ever see,
209
00:09:47,500 --> 00:09:48,330
I'm gonna be so mad.
210
00:09:51,340 --> 00:09:53,670
Okay, maybe Pete was right.
211
00:09:53,670 --> 00:09:56,170
Backup would've been
a smart idea.
212
00:09:58,180 --> 00:09:59,720
Oh, great!
Now I'm trapped.
213
00:09:59,720 --> 00:10:01,430
[explosion]
[grunts]
214
00:10:02,430 --> 00:10:04,180
Miles Morales.
215
00:10:04,180 --> 00:10:07,600
Do you require a‐‐
Yes, Living Brain!
216
00:10:07,600 --> 00:10:09,730
Ooh! Hey! Hey! Ooh! Ooh!
217
00:10:09,730 --> 00:10:11,610
Safety tumble.
Ooh! Ooh!
218
00:10:11,610 --> 00:10:14,780
Ooh. Okay.
219
00:10:14,780 --> 00:10:16,780
You‐‐ You followed me?
220
00:10:16,780 --> 00:10:19,030
When you left,your vital signs
221
00:10:19,030 --> 00:10:20,820
revealed heightened stress.
222
00:10:20,820 --> 00:10:23,580
I only care to assist.
Want to assist?
223
00:10:23,580 --> 00:10:26,750
Get me access to whatever data's
in that room.
224
00:10:38,590 --> 00:10:41,760
Threat assessment:zero percent.
[gasps]
225
00:10:41,760 --> 00:10:45,430
Uh, thanks, Living Brain.
That was...
226
00:10:45,430 --> 00:10:48,640
[groans]
So much for evidence!
227
00:10:48,640 --> 00:10:50,650
Spidey's gonna kill me.
228
00:10:50,650 --> 00:10:52,480
What is a Spidey?
229
00:10:52,480 --> 00:10:55,650
Spidey, short for "Spider‐Man."
230
00:10:55,650 --> 00:10:59,070
Short for "He Who Will Wring
My Webs For Losing Evidence."
231
00:10:59,070 --> 00:11:01,200
[sighs]
I'm following up
on a lead for him.
232
00:11:04,950 --> 00:11:06,660
[trilling]
233
00:11:06,660 --> 00:11:10,870
Will communication recordbe of sufficient use?
234
00:11:10,870 --> 00:11:13,840
Like a call history?
Affirmative.
235
00:11:16,710 --> 00:11:18,550
Accessing root files.
236
00:11:18,550 --> 00:11:22,300
Date range activity available:one year.
237
00:11:22,300 --> 00:11:24,640
One year?
I'll take last week!
238
00:11:24,640 --> 00:11:26,140
Affirmative.
239
00:11:26,140 --> 00:11:28,730
Oscorp sub‐basement IP
240
00:11:28,730 --> 00:11:31,230
via digital voice record.
241
00:11:31,230 --> 00:11:33,730
Number of calls: ten.
242
00:11:33,730 --> 00:11:37,860
Someone here was receiving calls
from an Oscorp sub‐basement?
243
00:11:37,860 --> 00:11:41,570
I know Oscorp,
and there's no sub‐basement.
244
00:11:41,570 --> 00:11:43,910
Unless...
245
00:11:43,910 --> 00:11:45,910
it's another supersecret lab!
246
00:11:45,910 --> 00:11:49,540
Living Brain, you may have
just cracked this thing.
247
00:11:52,580 --> 00:11:54,880
[phone vibrating]
248
00:11:54,880 --> 00:11:58,800
Miles?
Sorry to interrupt,but me and the Living Brain‐‐
249
00:11:58,800 --> 00:12:02,180
Hold up.
What's that sound?
[wind whooshing]
250
00:12:02,180 --> 00:12:04,260
You're riding the flying robot,
aren't you?
251
00:12:04,260 --> 00:12:07,010
Ya get a flying robot,
ya fly it.
252
00:12:07,010 --> 00:12:09,600
But that's not why I called.
Get this.
253
00:12:09,600 --> 00:12:12,100
Living Brain uncovered ten calls
logged from Oscorp
254
00:12:12,100 --> 00:12:14,480
to Jackal's lab
just this past week,
255
00:12:14,480 --> 00:12:16,730
all from some sub‐basement.
256
00:12:16,730 --> 00:12:19,230
A secret lab.
257
00:12:19,230 --> 00:12:22,570
I have to call Harry Osborn.
Be careful, Miles.
258
00:12:22,570 --> 00:12:25,160
[beeping]
259
00:12:25,160 --> 00:12:26,950
[line ringing]
Come on, Harry.
260
00:12:26,950 --> 00:12:28,740
Where are you?
261
00:12:28,740 --> 00:12:30,750
Who could be behind all this?
[beeps]
262
00:12:30,750 --> 00:12:33,120
Maybe Norman's back. No.
263
00:12:33,120 --> 00:12:35,920
Harry?
That doesn't track.
264
00:12:35,920 --> 00:12:38,670
I mean, why now?
And for what?
265
00:12:38,670 --> 00:12:40,550
[groans]
I gotta‐‐
266
00:12:40,550 --> 00:12:41,630
Peter?
267
00:12:41,630 --> 00:12:43,880
Uh... what?
268
00:12:43,880 --> 00:12:45,890
Oh! Oh, where am I?
269
00:12:45,890 --> 00:12:48,930
I must've been, um,
s‐s‐sleepwalking?
270
00:12:48,930 --> 00:12:52,100
With your backpack?
271
00:12:52,100 --> 00:12:53,890
I, uh...
[sheepish chuckle]
272
00:12:53,890 --> 00:12:56,480
I guess I take school
very seriously.
273
00:12:56,480 --> 00:12:58,110
Even in my dreams.
274
00:13:01,940 --> 00:13:03,440
Go to bed, Peter.
275
00:13:03,440 --> 00:13:06,490
I don't wanna see you awake
until tomorrow.
276
00:13:08,660 --> 00:13:10,790
[groans]
277
00:13:10,790 --> 00:13:13,160
You sure there's
no cameras down here?
[thudding footsteps]
278
00:13:13,160 --> 00:13:16,540
Because as cool as all this
superspy stuff is,
279
00:13:16,540 --> 00:13:19,670
getting caught
sneaking around Oscorp
is not on my schedule.
280
00:13:19,670 --> 00:13:22,050
Scans indicate basement clear.
281
00:13:22,050 --> 00:13:25,130
Sub‐basement level ahead.
282
00:13:27,180 --> 00:13:30,050
And it looks like
you've hit your first glitch.
283
00:13:30,050 --> 00:13:34,060
This is a janitor's closet.
284
00:13:35,270 --> 00:13:37,810
Hey. L. B.
285
00:13:37,810 --> 00:13:39,810
Little room, yeah?
286
00:13:39,810 --> 00:13:41,820
You're invading
my space bubble.
287
00:13:46,740 --> 00:13:50,490
An elevator?
Of course the supersecret lab
288
00:13:50,490 --> 00:13:53,490
is under the fake
janitor's closet.
289
00:13:53,490 --> 00:13:55,500
Winner, winner, chicken dinner!
290
00:13:55,500 --> 00:13:57,580
Goblin tech?
291
00:13:57,580 --> 00:14:00,790
But who's using this lab,
and how does it all connect?
292
00:14:00,790 --> 00:14:04,010
Chameleon's boss
is running his plans
out of here.
293
00:14:04,010 --> 00:14:07,010
Who does that leave?
Raymond Warren's
still a suspect.
294
00:14:07,010 --> 00:14:09,680
Harry's supposed
to be in Europe.
295
00:14:09,680 --> 00:14:12,390
I guess there's always
the ghost of Norman Osborn.
296
00:14:12,390 --> 00:14:15,890
Norman Osborn:presumed deceased.
297
00:14:15,890 --> 00:14:18,350
[phone vibrating]
Oh!
298
00:14:18,350 --> 00:14:21,360
I‐I get reception down here?
Oh, nice!
299
00:14:21,360 --> 00:14:24,400
[beeps]
Spidey, guess what
we just found.
300
00:14:24,400 --> 00:14:27,400
Someone's been running the show
from this hidden Oscorp lab.
301
00:14:27,400 --> 00:14:29,530
All right.I'm on my way.
302
00:14:29,530 --> 00:14:32,990
Don't.
Dude, take the night off.
L. B. and I got this.
303
00:14:32,990 --> 00:14:35,580
I'll give youthe play‐by‐play tomorrow.
[beeps]
304
00:14:35,580 --> 00:14:39,580
[scoffs]
You are not keeping me away.
305
00:14:40,920 --> 00:14:43,210
Hmm? Mm‐hmm.
306
00:14:44,210 --> 00:14:45,380
[both gasp]
307
00:14:47,090 --> 00:14:50,090
G‐Gwen!
What are you doing here?
308
00:14:50,090 --> 00:14:54,810
You're awake.
I was bringing you the homework
you left on your desk.
309
00:14:54,810 --> 00:14:58,390
Oh, look.
What a good friend
you have here.
310
00:14:58,390 --> 00:15:00,020
How nice is Gwen?
311
00:15:00,020 --> 00:15:04,020
[halfheartedly]
Yeah. Awesome.
312
00:15:05,860 --> 00:15:07,690
[keyboard clacking]
313
00:15:07,690 --> 00:15:09,860
According to the data
on these files,
314
00:15:09,860 --> 00:15:12,320
this lab's only been in use
since Norman's death.
315
00:15:12,320 --> 00:15:15,240
[trilling]
Wait. This folder
has multiple encryptions.
316
00:15:15,240 --> 00:15:17,120
"Hobgoblin"?
317
00:15:18,660 --> 00:15:21,920
No. "Harry."
318
00:15:21,920 --> 00:15:24,460
[groans]
Guess the wrong password
too many times,
319
00:15:24,460 --> 00:15:27,050
and the system
could wipe itself.
Affirmative.
320
00:15:27,050 --> 00:15:30,300
Someone with better knowledgewould be advisable.
321
00:15:30,300 --> 00:15:33,140
Spider‐Man, perhaps?
322
00:15:33,140 --> 00:15:36,260
[sighs]
You're right. I'm backing up
the encrypted files.
323
00:15:36,260 --> 00:15:38,930
We can decode these
back at the lab.
[keyboard clacking]
324
00:15:42,940 --> 00:15:48,030
This console is activated.
Living Brain, wait!
325
00:15:48,030 --> 00:15:51,150
Incoming:multiple energy signatures
326
00:15:51,150 --> 00:15:53,280
in ventilation duct.
327
00:15:53,280 --> 00:15:56,620
Well, I hope Spidey
got some sleep,
because now I do need help.
328
00:15:56,620 --> 00:15:58,740
Dialing‐‐ Aah!
329
00:15:58,740 --> 00:16:00,330
No!
330
00:16:00,330 --> 00:16:02,210
They are here.
331
00:16:03,460 --> 00:16:06,040
Mini Spider Slayers?
332
00:16:06,040 --> 00:16:09,050
Okay, well, guess it's just up
to you and me, L. B.
333
00:16:10,840 --> 00:16:13,050
[Miles] Living Brain,
time to divide and conquer.
334
00:16:13,050 --> 00:16:16,180
I am here for assistance.
[grunts]
335
00:16:17,560 --> 00:16:19,220
[snoring]
[phone vibrating]
336
00:16:19,220 --> 00:16:21,640
[gasps, yells]
[thud]
337
00:16:24,600 --> 00:16:25,690
[beeping]
338
00:16:25,690 --> 00:16:27,230
Miles!
339
00:16:32,200 --> 00:16:36,030
Aunt May,
mind if I talk science
with Gwen before she goes?
340
00:16:36,030 --> 00:16:40,080
[fake yawn]
Getting pretty sleepy.
341
00:16:40,080 --> 00:16:42,790
Sure thing, honey.
342
00:16:42,790 --> 00:16:45,170
And then, rest.
343
00:16:46,580 --> 00:16:48,090
I'm serious.
344
00:16:48,090 --> 00:16:50,210
We don't have a lot of time.
345
00:16:50,210 --> 00:16:53,840
Not a lot of time...
for science?
346
00:16:54,930 --> 00:16:57,010
Yeah. I can't explain.
347
00:16:57,010 --> 00:17:00,060
Can you cover for me
and keep Aunt May occupied?
348
00:17:00,060 --> 00:17:02,730
What? No way!
Do you know how much trouble‐‐
349
00:17:02,730 --> 00:17:05,940
It's important.
Like, life‐or‐death important.
350
00:17:05,940 --> 00:17:08,520
Just trust me.
As a friend.
351
00:17:08,520 --> 00:17:11,860
How would I
even distract her?
352
00:17:19,620 --> 00:17:23,200
[grunts]
My phone!
353
00:17:23,200 --> 00:17:25,540
Whoo! The alert got sent.
354
00:17:25,540 --> 00:17:29,090
[grunts]
Cavalry should be
on the way, L. B.
355
00:17:29,090 --> 00:17:33,130
Estimated wait timefor subject Cavalry?
356
00:17:33,130 --> 00:17:34,630
I actually have no clue.
357
00:17:39,850 --> 00:17:42,220
Did somebody call
for a web special?
358
00:17:46,100 --> 00:17:48,020
[grunts]
359
00:17:48,020 --> 00:17:49,150
No!
360
00:17:49,150 --> 00:17:50,900
Oh, man, oh, man!
361
00:17:50,900 --> 00:17:54,070
Please be okay.
Please be okay!
[groans]
362
00:17:54,070 --> 00:17:57,450
The key to success?
It's all in the wrists.
363
00:17:58,570 --> 00:18:00,070
Wow.
[chuckles]
364
00:18:00,070 --> 00:18:03,540
Thanks for showing me
how to make your
famous pancakes.
365
00:18:07,960 --> 00:18:10,710
They're called "wheat cakes."
366
00:18:10,710 --> 00:18:13,880
Right.
That's what I meant.
367
00:18:15,510 --> 00:18:16,970
Aah!
368
00:18:18,760 --> 00:18:19,840
Huh?
369
00:18:19,840 --> 00:18:22,560
Rendering assistance.
370
00:18:28,480 --> 00:18:31,560
Spider Slayers remaining:
371
00:18:31,560 --> 00:18:33,110
zero.
372
00:18:33,110 --> 00:18:36,610
You're certainly...
efficient.
373
00:18:36,610 --> 00:18:40,110
Except when you're accidentally
dropping a Goblin Glider
on my friend's head.
374
00:18:40,110 --> 00:18:43,780
Apologiesfor reckless behavior.
375
00:18:43,780 --> 00:18:44,790
[trilling]
376
00:18:44,790 --> 00:18:46,790
Vital signs: strong.
377
00:18:46,790 --> 00:18:48,910
Scans reveal mild contusion.
378
00:18:48,910 --> 00:18:51,540
Chance of recovery: 100%.
379
00:18:51,540 --> 00:18:53,540
Would he likea tasty beverage?
380
00:18:53,540 --> 00:18:56,210
No. We gotta
get him outta here.
381
00:18:56,210 --> 00:18:59,880
Shall we collectthe Energy Focal Devicebefore departing?
382
00:18:59,880 --> 00:19:02,550
"Energy Focal" what now?
383
00:19:02,550 --> 00:19:06,430
Computer scans indicatea possible clue.
384
00:19:06,430 --> 00:19:09,190
Okay.
385
00:19:09,190 --> 00:19:12,650
Guess we can take it
back to Horizon for analysis.
386
00:19:12,650 --> 00:19:14,360
Is this the clue
that you and Miles‐‐
387
00:19:14,360 --> 00:19:17,230
[crying out]
388
00:19:17,230 --> 00:19:19,360
[groaning]
Ha ha ha.
389
00:19:19,360 --> 00:19:21,360
Followed my bread crumbs.
390
00:19:21,360 --> 00:19:24,370
Sought out those that aimedto destroy you.
391
00:19:24,370 --> 00:19:26,540
Well, here I am.
392
00:19:26,540 --> 00:19:28,370
[groans]
What?
393
00:19:28,370 --> 00:19:30,830
I don't understand.
Living Brain‐‐
394
00:19:30,830 --> 00:19:35,670
Trapped in this shell,I've had timeto calculate a path of revenge.
395
00:19:35,670 --> 00:19:40,130
For I, Dr. Otto Octavius,will take what is mine.
396
00:19:40,130 --> 00:19:42,130
Doc Ock?
How did you‐‐
397
00:19:42,130 --> 00:19:44,930
During our last encounter,
398
00:19:44,930 --> 00:19:49,350
when I used the Neuro‐Cortex
to expand
my brain's capabilities,
399
00:19:49,350 --> 00:19:51,940
your attack
forced my mind to escape
400
00:19:51,940 --> 00:19:54,980
via Wi‐Fi into my arms,
401
00:19:54,980 --> 00:19:58,320
downloading my consciousness.
402
00:19:58,320 --> 00:20:02,110
I survived, but was trapped
in a digital realm.
403
00:20:02,110 --> 00:20:07,080
However,
with the resources afforded me
inside the Neuro‐Cortex,
404
00:20:07,080 --> 00:20:10,450
I could still communicate
with the outside world.
405
00:20:10,450 --> 00:20:13,250
And that's how
I hired the Chameleon‐‐
406
00:20:13,250 --> 00:20:18,920
all in order to keep
the low‐level villains in line,
and you occupied.
407
00:20:18,920 --> 00:20:21,260
Wear you down.
408
00:20:21,260 --> 00:20:24,890
I tricked those imbeciles
at Horizon
409
00:20:24,890 --> 00:20:28,060
into creating
a robotic body for me
410
00:20:28,060 --> 00:20:31,310
so I could take
more direct action.
411
00:20:31,310 --> 00:20:35,270
I followed your partner
to my associate's secret lab
412
00:20:35,270 --> 00:20:38,190
in hopes that you
would meet up with him.
413
00:20:38,190 --> 00:20:43,280
Then I led him here,
to where the final piece
of my puzzle resides.
414
00:20:43,280 --> 00:20:46,780
Ha ha ha.
But again and again,
415
00:20:46,780 --> 00:20:49,540
he was too incompetent
to ask for your help,
416
00:20:49,540 --> 00:20:53,330
so I forced his hand.
417
00:20:53,330 --> 00:20:54,580
[beeps]
418
00:20:54,580 --> 00:20:57,460
Your bedtime stories
need serious work, Ock.
419
00:20:57,460 --> 00:21:00,760
[grunts]
There's still lifein you yet.
420
00:21:00,760 --> 00:21:03,380
Good.
[grunts, groans]
421
00:21:03,380 --> 00:21:06,220
[grunts]
Why good?
422
00:21:06,220 --> 00:21:08,760
It's nice to know
you care, though.
423
00:21:08,760 --> 00:21:13,350
What benefit would it bring meif you were destroyed?
424
00:21:13,350 --> 00:21:17,060
After all, I'd onlybe hurting myself.
425
00:21:17,060 --> 00:21:19,440
[groans]
What are you talking about?
426
00:21:19,440 --> 00:21:22,280
All you need to knowis finally,
427
00:21:22,280 --> 00:21:26,410
my sweet revengeis about to be complete.
428
00:21:26,410 --> 00:21:28,660
[laughing]
32502
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