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1
00:00:00,250 --> 00:00:01,750
[thudding footsteps]
2
00:00:01,750 --> 00:00:03,540
[Living Brain]
Finally, SpiderâMan,
3
00:00:03,540 --> 00:00:06,340
my sweet revenge
is about to be complete.
4
00:00:06,340 --> 00:00:10,510
Your little friend
can't help you now, webâhead.
5
00:00:10,510 --> 00:00:12,170
Doctor Octopus.
6
00:00:12,170 --> 00:00:15,550
I don't believe it.
Is it really you?
7
00:00:15,550 --> 00:00:17,890
Who else would it be?
8
00:00:17,890 --> 00:00:20,470
My real body
might remain in a coma,
9
00:00:20,470 --> 00:00:24,520
but this metal shell houses
my most valuable assetââ
10
00:00:24,520 --> 00:00:26,060
my mind.
[groans]
11
00:00:26,060 --> 00:00:27,810
Downloading
human consciousness...
12
00:00:27,810 --> 00:00:29,690
[grunts]
into a robot body?
13
00:00:29,690 --> 00:00:33,320
That's supposed...
[grunts]
to be impossible.
14
00:00:33,320 --> 00:00:35,160
Nothing is impossible.
15
00:00:35,160 --> 00:00:39,160
It was a simple matter
of amalgamating the encodedââ
16
00:00:39,160 --> 00:00:43,330
Wait. I know what
you're doing, SpiderâMan.
17
00:00:43,330 --> 00:00:46,670
What?
I'm seriously interested.
18
00:00:46,670 --> 00:00:48,090
Please, go on.
19
00:00:48,090 --> 00:00:51,590
You are only attempting
to buy yourself time.
20
00:00:51,590 --> 00:00:56,220
But time is a luxury
no longer available to you.
21
00:00:59,810 --> 00:01:00,970
[grunts]
22
00:01:00,970 --> 00:01:03,480
Aahh!
Mental feedback!
23
00:01:03,480 --> 00:01:05,480
[groaning]
24
00:01:05,480 --> 00:01:08,150
Let's get you outta here.
[groans]
25
00:01:12,110 --> 00:01:16,110
There is no escape
from me, SpiderâMan.
26
00:01:16,110 --> 00:01:18,030
You'll thank me
for this later!
27
00:01:19,740 --> 00:01:22,200
[grunts]
28
00:01:24,500 --> 00:01:27,500
[grunting]
[laughing]
29
00:01:28,830 --> 00:01:30,840
[pants, grunts]
30
00:01:30,840 --> 00:01:34,090
Being a robot hasn't made you
any less creepy, Ock.
[grunts]
31
00:01:34,090 --> 00:01:38,590
This shell was a necessary tool
to focus on my missionââ
32
00:01:38,590 --> 00:01:41,010
revenge against you.
33
00:01:41,010 --> 00:01:45,270
Oh, how delightful it was
to hide in plain sight...
34
00:01:45,270 --> 00:01:47,270
[laughing]
35
00:01:47,270 --> 00:01:49,770
masterminding all of this.
36
00:01:49,770 --> 00:01:51,440
[grunting]
All I was missing
37
00:01:51,440 --> 00:01:53,570
was this
Energy Focal Device
38
00:01:53,570 --> 00:01:55,940
I once designed
for Osborn.
39
00:01:55,940 --> 00:01:59,200
It gives my robotic form
the power it needs
40
00:01:59,200 --> 00:02:03,040
for my endgame
to come to fruition.
41
00:02:03,040 --> 00:02:05,040
Wait. So your big plan
was to...
42
00:02:05,040 --> 00:02:07,080
[grunts]
use some gizmo to zap me?
43
00:02:07,080 --> 00:02:08,960
This is...
[grunts]
44
00:02:08,960 --> 00:02:11,790
a lot of effort to go through
for one of your same old moves.
45
00:02:11,790 --> 00:02:15,340
Oh, no.
This is so much more.
46
00:02:15,340 --> 00:02:20,140
I am going to destroy
the very essence
of who you are.
47
00:02:20,140 --> 00:02:25,560
I am going to take absolutely
everything away from you,
48
00:02:25,560 --> 00:02:29,770
like you took everything
away from me.
[screaming]
49
00:02:42,700 --> 00:02:44,240
[screaming]
50
00:02:45,490 --> 00:02:49,250
[grunts]
Oh, do not worry,
SpiderâMan.
51
00:02:49,250 --> 00:02:53,130
The suffering
will not last long.
52
00:02:53,130 --> 00:02:57,840
[groans]
You have terrible
bedside manner, Doc.
53
00:02:57,840 --> 00:03:00,010
[grunts]
54
00:03:01,220 --> 00:03:02,720
Blast it!
55
00:03:02,720 --> 00:03:03,890
[groans]
56
00:03:03,890 --> 00:03:06,310
Time to take this outside.
[grunts]
57
00:03:06,310 --> 00:03:08,180
You infuriate me!
58
00:03:12,900 --> 00:03:15,190
[grunts]
59
00:03:15,190 --> 00:03:17,400
Need to get Ock away from Miles.
60
00:03:17,400 --> 00:03:19,610
[groaning]
61
00:03:26,200 --> 00:03:27,990
[groaning continues]
62
00:03:27,990 --> 00:03:30,500
Your feeble attempts
to defeat me
63
00:03:30,500 --> 00:03:34,880
are only going to make
my victory all the sweeter.
[siren wailing]
64
00:03:37,920 --> 00:03:42,930
[groans]
This does not end here,
webâhead.
65
00:03:42,930 --> 00:03:44,720
[powering down]
66
00:03:49,310 --> 00:03:51,350
Trouble at Oscorp.
67
00:03:51,350 --> 00:03:55,400
Look who's here.
Big shock.
68
00:03:55,400 --> 00:03:57,520
[weakly]
Stopââ Have to stop Ock.
69
00:03:57,520 --> 00:04:00,690
Inside...
My friend's inside.
70
00:04:00,690 --> 00:04:03,320
Where's Señor Trunks?
[exhales]
71
00:04:03,320 --> 00:04:05,950
Any idea what
he's talking about?
72
00:04:05,950 --> 00:04:08,240
Maybe Spidey's
finally lost his mind.
73
00:04:08,240 --> 00:04:11,870
Let's bring all this in
and let Chief Watanabe
sort out the mess.
74
00:04:11,870 --> 00:04:14,250
[scoffs]
You bring a forklift?
75
00:04:17,880 --> 00:04:20,670
Look at this crazy thing.
76
00:04:20,670 --> 00:04:24,890
Must be way too dangerous
to store in the normal
evidence lockup.
77
00:04:24,890 --> 00:04:28,680
That's one of the reasons
the city built this supervillain
holding facility.
78
00:04:28,680 --> 00:04:32,430
But all this mad science junk
freaks me out.
79
00:04:32,430 --> 00:04:36,060
[groans]
Can't wait to get back
to our usual beat.
80
00:04:36,060 --> 00:04:41,070
Give me a mugger any day
over all the superpowered
maniacs they keep here.
81
00:04:41,070 --> 00:04:42,360
Seriously.
82
00:04:51,450 --> 00:04:53,460
[man]
I'll tell you what.
[gasps]
83
00:04:53,460 --> 00:04:56,330
It's about time someone brought
this menace to justice.
84
00:04:56,330 --> 00:04:58,380
All he's ever done
is cause us trouble.
85
00:04:58,380 --> 00:05:00,420
I bet the chief's
not gonna keep
that spider dude
86
00:05:00,420 --> 00:05:02,420
in supervillain holding
for long.
87
00:05:02,420 --> 00:05:03,970
She'll send him
straight to the cellar.
88
00:05:03,970 --> 00:05:05,800
[quietly]
Spidey's in holding?
89
00:05:08,010 --> 00:05:10,260
[Chief Watanabe]
Wake up, sunshine!
[gasping]
90
00:05:10,260 --> 00:05:13,480
What?
[groans]
Where am I?
91
00:05:17,900 --> 00:05:22,110
[groans]
Cuffs? Oneâway mirror?
Harsh lighting?
92
00:05:22,110 --> 00:05:26,070
Things aren't coming up
smelling like roses for Spidey,
are they, Chief Watanabe?
93
00:05:27,860 --> 00:05:30,030
No, SpiderâMan,
they are not.
94
00:05:30,030 --> 00:05:33,120
I was one of the only people
in the city defending you.
95
00:05:33,120 --> 00:05:36,330
I gave you a chance when
everyone else in the world
told me not to.
96
00:05:36,330 --> 00:05:38,420
I really appreciate that.
97
00:05:38,420 --> 00:05:41,380
And you showed that appreciation
by breaking into Oscorp
98
00:05:41,380 --> 00:05:42,800
and blowing up a lab?
99
00:05:42,800 --> 00:05:44,380
[sighs]
100
00:05:44,380 --> 00:05:46,220
This is gonna sound crazy,
101
00:05:46,220 --> 00:05:50,300
but remember when you told me
someone hired Chameleon?
102
00:05:50,300 --> 00:05:52,810
It was Doc Ock.
He's behind it all.
103
00:05:52,810 --> 00:05:56,730
I got a lead on that
Chameleon tech you showed me,
but when I went to investigateââ
104
00:05:56,730 --> 00:05:59,600
I told you not to investigate
anything without me.
105
00:05:59,600 --> 00:06:01,690
You promised me
you wouldn't.
106
00:06:01,690 --> 00:06:04,610
Right. Kind of forgot
about that.
107
00:06:04,610 --> 00:06:08,610
One of my officers said
you mentioned Otto Octavius,
so I checked up on him.
108
00:06:08,610 --> 00:06:11,240
And guess what?
He's still in a coma,
109
00:06:11,240 --> 00:06:13,410
like he has been
for a couple of months.
110
00:06:13,410 --> 00:06:15,580
It's way more complicated
than that.
111
00:06:15,580 --> 00:06:17,910
No, it's not. It's simple.
112
00:06:17,910 --> 00:06:21,920
I can no longer
let a vigilante like you
operate in our streets.
113
00:06:21,920 --> 00:06:24,420
I'm formally arresting you.
114
00:06:24,420 --> 00:06:27,300
And like any criminal
in our holding cell,
115
00:06:27,300 --> 00:06:30,010
there are no
secret identities.
116
00:06:30,010 --> 00:06:32,010
Unmask, SpiderâMan.
117
00:06:32,010 --> 00:06:34,310
It's time we found out
who you are.
118
00:06:36,930 --> 00:06:40,480
Iââ I can't.
119
00:06:40,480 --> 00:06:43,060
You're either gonna take
that mask off now,
120
00:06:43,060 --> 00:06:45,190
or I'm gonna remove it
by force.
121
00:06:45,190 --> 00:06:47,190
[sighs]
122
00:06:50,570 --> 00:06:54,030
[sighing]
123
00:06:54,030 --> 00:06:56,080
[alarm blaring]
What?
124
00:06:56,080 --> 00:06:58,040
Emergency power's kicked in.
125
00:07:01,580 --> 00:07:03,590
[alarm continues blaring]
126
00:07:08,670 --> 00:07:10,680
This can't be good.
127
00:07:10,680 --> 00:07:13,300
[grunts]
128
00:07:13,300 --> 00:07:15,720
Ow!
[groans]
129
00:07:15,720 --> 00:07:18,730
Okay. The supervillain
holding facility
130
00:07:18,730 --> 00:07:21,350
slams shut right when
Spidey's taken inside.
131
00:07:21,350 --> 00:07:23,520
Oh, no way this is
on the level.
132
00:07:23,520 --> 00:07:25,150
I need in!
133
00:07:25,150 --> 00:07:27,440
It's not just
emergency power.
134
00:07:27,440 --> 00:07:31,570
This is lockdownââ a protocol
in case a supervillain
tries to escape.
135
00:07:31,570 --> 00:07:33,410
It wasn't me.
You're my witness
136
00:07:33,410 --> 00:07:35,580
for when J. Jonah Jameson
tries to blame this on me.
137
00:07:35,580 --> 00:07:38,160
[beeps]
Chief to Control.
Status report, now.
138
00:07:38,160 --> 00:07:40,290
He's probably blocking
the comm channel.
139
00:07:40,290 --> 00:07:41,620
You think someone's
hacked our system?
140
00:07:41,620 --> 00:07:44,710
Yeah.
And I have eight guesses
about who it is.
141
00:07:44,710 --> 00:07:49,420
I told you there is no escapefrom me, SpiderâMan.
142
00:07:49,420 --> 00:07:52,340
But now you have a mission.
143
00:07:52,340 --> 00:07:53,930
Come and find me.
144
00:07:53,930 --> 00:07:56,390
Face Doctor Octopus
145
00:07:56,390 --> 00:07:58,520
before I destroythis building
146
00:07:58,520 --> 00:08:00,600
and everyone trapped inside.
147
00:08:00,600 --> 00:08:02,600
Destroy them? How?
148
00:08:02,600 --> 00:08:06,400
There was more than enoughtech in here to fashion a bomb.
149
00:08:06,400 --> 00:08:10,860
One with a countdown,just to liven upthe entire situation.
150
00:08:10,860 --> 00:08:15,240
You have 15 minutes,SpiderâMan.[laughs]
151
00:08:15,240 --> 00:08:17,240
Doesn't look like I'm gonna need
those other seven guesses.
152
00:08:20,700 --> 00:08:23,830
[Living Brain]The clock is ticking,SpiderâMan.
153
00:08:23,830 --> 00:08:26,040
If you want to save the lives
154
00:08:26,040 --> 00:08:29,840
of everyone in this building,come and find me.
155
00:08:29,840 --> 00:08:33,300
Couldn't Ock get into
model trains or something?
156
00:08:33,300 --> 00:08:36,260
Why does his favorite hobby
have to be my destruction?
157
00:08:36,260 --> 00:08:39,470
Despite all logic,
looks like your claims
about Ock are true.
158
00:08:39,470 --> 00:08:44,020
Is it against the law to say,
"I told you so,"
to the chief of police?
159
00:08:44,020 --> 00:08:47,310
I should've trusted my gut,
SpiderâMan.
160
00:08:47,310 --> 00:08:49,320
I should've trusted you.
161
00:08:49,320 --> 00:08:51,360
How did Ock
even get inside here?
162
00:08:51,360 --> 00:08:54,650
Ock's mind
isn't inside his body.
163
00:08:54,650 --> 00:08:58,660
It's in the Living Brain,
the robot that was taken in
when I was arrested.
164
00:08:58,660 --> 00:09:01,580
The officers would've put it
in the evidence lockup.
165
00:09:01,580 --> 00:09:03,580
So let's do this.
166
00:09:03,580 --> 00:09:06,330
[straining]
167
00:09:08,750 --> 00:09:10,300
[grunts]
168
00:09:10,300 --> 00:09:12,090
All this...
[panting]
169
00:09:12,090 --> 00:09:14,220
spider strength and not...
[panting]
170
00:09:14,220 --> 00:09:16,090
even a dent?
171
00:09:16,090 --> 00:09:20,430
I guess this place was designed
to withstand
a superpowered attack.
172
00:09:20,430 --> 00:09:24,600
But maybe overloading
the energy supply
could pop this joint open.
173
00:09:24,600 --> 00:09:27,650
Electroâsting time!
174
00:09:27,650 --> 00:09:29,610
[beeps]
[Living Brain]Where are you, SpiderâMan?
175
00:09:29,610 --> 00:09:31,940
Only 11 minutes left,
176
00:09:31,940 --> 00:09:35,030
so I would pick up the pace,if I were you.
177
00:09:35,030 --> 00:09:39,280
So many innocent lives restin the hands of Doctor Octopus.
178
00:09:39,280 --> 00:09:41,990
Doc Ock? Oh, man!
179
00:09:41,990 --> 00:09:45,580
This situation just got
every kind of even worse.
180
00:09:45,580 --> 00:09:46,790
[crying out]
181
00:09:46,790 --> 00:09:48,370
Aah!
[grunts]
[thud]
182
00:09:48,370 --> 00:09:51,040
[groaning]
183
00:09:51,040 --> 00:09:53,050
I'm gonna need some help.
184
00:09:53,050 --> 00:09:56,130
This is the fastest way.
Through the holding cells.
185
00:09:58,470 --> 00:10:02,010
Okay, what are the odds
those two open cells
186
00:10:02,010 --> 00:10:04,060
are for the inmates
on good behavior?
187
00:10:04,060 --> 00:10:06,600
Ock must've remotely
sprung the doors.
188
00:10:06,600 --> 00:10:08,390
Who was in them?
189
00:10:09,600 --> 00:10:11,610
Electrical insulation?
Scorch marks?
190
00:10:11,610 --> 00:10:14,480
Oh, this cell's gotta be
for someone whoââ
[woman laughs]
191
00:10:14,480 --> 00:10:17,280
Oh, no.
Oh, yes.
192
00:10:22,080 --> 00:10:23,870
[laughs]
193
00:10:23,870 --> 00:10:27,710
Well, Electro, looks like you're
the bright spot in my day.
194
00:10:27,710 --> 00:10:29,370
[evil laughter]
195
00:10:30,420 --> 00:10:32,420
So what do you think?
196
00:10:32,420 --> 00:10:35,630
Did it occur to you that
reprogramming an access panel
197
00:10:35,630 --> 00:10:38,300
might be easier
before you fried it?
198
00:10:38,300 --> 00:10:40,590
I was conducting
an experiment.
199
00:10:40,590 --> 00:10:42,600
In conduction.
[sheepish chuckle]
200
00:10:42,600 --> 00:10:46,220
[scoffs]
How can Ock be in there, Miles?
201
00:10:46,220 --> 00:10:48,350
I saw him in a coma myself.
202
00:10:48,350 --> 00:10:50,730
It just doesn't
make anyââ Wait.
203
00:10:56,650 --> 00:10:58,030
[Miles]
Yes!
204
00:10:59,650 --> 00:11:01,240
No!
205
00:11:01,240 --> 00:11:03,240
[growls]
206
00:11:03,240 --> 00:11:05,790
So you're gonna be that way,
huh, door? Fine.
207
00:11:05,790 --> 00:11:08,830
We don't need you.
We can find a different way in.
208
00:11:08,830 --> 00:11:10,370
[laughs]
209
00:11:12,750 --> 00:11:16,420
[yells]
[grunting]
210
00:11:17,840 --> 00:11:19,760
You're falling apart,
Spidey.
211
00:11:19,760 --> 00:11:22,800
Plus, let's face it, loser,
you only beat me last time
212
00:11:22,800 --> 00:11:25,220
'cause you built
some fancy containment suit.
213
00:11:25,220 --> 00:11:28,640
But where's your suit now?
214
00:11:31,850 --> 00:11:34,230
I must have left it
at the dry cleaners.
215
00:11:34,230 --> 00:11:37,480
And since I don't think
you're gonna give me time
to go pick it up...
216
00:11:37,480 --> 00:11:39,820
[grunting]
217
00:11:39,820 --> 00:11:41,990
[yells]
218
00:11:41,990 --> 00:11:45,200
[yells, grunts]
219
00:11:46,780 --> 00:11:49,830
I thought I might try
a little web improvisation.
220
00:11:49,830 --> 00:11:52,750
Huh? Aah! Hot!
Hot, hot, hot, hot, hot!
221
00:11:52,750 --> 00:11:55,210
Spidey, get her contained!
I can't!
222
00:11:55,210 --> 00:11:59,130
She's right.
Last time I only beat her
because I had special equipment.
223
00:11:59,130 --> 00:12:01,300
We have special equipment
here too.
224
00:12:01,300 --> 00:12:03,550
Of course!
225
00:12:04,800 --> 00:12:06,850
Oh, no, you don't!
226
00:12:07,890 --> 00:12:09,430
[grunts]
227
00:12:10,930 --> 00:12:13,060
[yells]
228
00:12:13,060 --> 00:12:15,730
It's not as cool
as my Electro suit,
but it'll do.
229
00:12:15,730 --> 00:12:19,360
[both grunting]
230
00:12:19,360 --> 00:12:21,950
[growls]
SpiderâMan, I'll make youââ
231
00:12:21,950 --> 00:12:24,910
"Make you a nice
ice cream sundae,"
[blows landing]
232
00:12:24,910 --> 00:12:26,910
is how she was gonna
finish that sentence.
233
00:12:26,910 --> 00:12:29,120
Probably.
234
00:12:29,120 --> 00:12:30,290
[grunts]
235
00:12:30,290 --> 00:12:32,080
Taking the panel offline
236
00:12:32,080 --> 00:12:34,750
means Ock can't open it
remotely again.
237
00:12:34,750 --> 00:12:36,710
Good thinking, Chief.
238
00:12:36,710 --> 00:12:38,880
Guess we make
a pretty good team.
239
00:12:38,880 --> 00:12:40,920
Up high.
Maybe.
240
00:12:40,920 --> 00:12:43,800
But don't forget,
there were two open doors.
[sighs]
241
00:12:46,890 --> 00:12:48,930
[both panting]
242
00:12:48,930 --> 00:12:51,850
Whoa!
[groans]
Whoa, there, hero.
243
00:12:51,850 --> 00:12:55,940
Sorry. I've been going
nonstop for days.
244
00:12:55,940 --> 00:12:59,400
Passing out when they
arrested me is the closest thing
I've had to sleep in forever.
245
00:12:59,400 --> 00:13:02,940
[sighs]
I've been hammered by villain
after villain, day after day.
246
00:13:02,940 --> 00:13:05,200
Iââ I gotta be honest,
Chief.
247
00:13:05,200 --> 00:13:08,280
I don't know if I've got
the strength to do this.
248
00:13:08,280 --> 00:13:11,200
There's a reason I've held off
on bringing you in.
249
00:13:11,200 --> 00:13:13,290
I've been assembling
a file on you.
250
00:13:13,290 --> 00:13:16,790
And if there's one thing
everyone says about SpiderâMan,
it's thatââ
251
00:13:16,790 --> 00:13:18,880
I'm really cute
and loveable?
252
00:13:18,880 --> 00:13:21,420
That when things
are at their worst,
253
00:13:21,420 --> 00:13:24,090
SpiderâMan always rises
to his best.
254
00:13:26,510 --> 00:13:29,760
You'reââ You're right.
255
00:13:29,760 --> 00:13:33,520
This isn't the time
to give up.
A nice sentiment.
256
00:13:33,520 --> 00:13:36,850
[gasps]
Beetle! The other open cell!
257
00:13:36,850 --> 00:13:40,020
That's right.
And while you were distracted
with that electric loon,
258
00:13:40,020 --> 00:13:42,780
I managed to get
my confiscated gear,
259
00:13:42,780 --> 00:13:45,110
along with a few other toys.
260
00:13:45,110 --> 00:13:47,820
Say goodâbye to your friend,
SpiderâMan.
261
00:13:47,820 --> 00:13:48,820
[SpiderâMan]
No!
262
00:13:50,870 --> 00:13:53,910
Say goodâbye to your friend,
SpiderâMan.
263
00:13:53,910 --> 00:13:56,660
No!
[grunts]
[grunts]
264
00:13:56,660 --> 00:13:58,880
[both grunt]
265
00:13:58,880 --> 00:14:00,920
Spidey, you okay?
266
00:14:00,920 --> 00:14:05,130
Totally fine,
except that I hate candy corn.
267
00:14:05,130 --> 00:14:07,970
Who would make a gun
that shoots candy corn?
268
00:14:07,970 --> 00:14:11,180
Ohâho, so you haven't
met Jack O'Lantern.
269
00:14:11,180 --> 00:14:13,640
The police must've
confiscated his weapons.
270
00:14:13,640 --> 00:14:15,600
He's the worst.
271
00:14:15,600 --> 00:14:18,020
Everything's Halloween
with that doofus.
272
00:14:18,020 --> 00:14:19,560
[angry grunt]
273
00:14:19,560 --> 00:14:21,860
Never trust
someone else's gear.
274
00:14:21,860 --> 00:14:23,190
[yells]
275
00:14:23,190 --> 00:14:25,230
[grunting]
276
00:14:25,230 --> 00:14:27,820
Especially when my own
will do the job.
277
00:14:27,820 --> 00:14:29,030
Microâgrenades!
278
00:14:29,030 --> 00:14:31,870
[grunts, yells]
279
00:14:31,870 --> 00:14:34,160
[grunts]
280
00:14:36,120 --> 00:14:38,120
[yells]
Get off!
281
00:14:38,120 --> 00:14:39,960
[SpiderâMan]
Chief!
[grunts, groans]
282
00:14:39,960 --> 00:14:40,960
Chief!
283
00:14:43,170 --> 00:14:44,920
[yells]
[groans]
284
00:14:45,960 --> 00:14:47,050
[groans]
285
00:14:47,050 --> 00:14:48,970
Don't worry, bug.
286
00:14:48,970 --> 00:14:52,430
After I'm done with you,
I'll finish her off too!
287
00:14:52,430 --> 00:14:55,010
[grunting]
288
00:14:56,850 --> 00:14:58,180
Aah!
289
00:15:01,310 --> 00:15:05,400
See? We don't need
that stupid door.
Idiota!
290
00:15:05,400 --> 00:15:09,400
Anya, you realize
that the door's
not after you personally?
291
00:15:09,400 --> 00:15:11,110
Says you.
292
00:15:11,110 --> 00:15:13,410
Almost in the air
ventilation operating system.
293
00:15:13,410 --> 00:15:15,540
Get ready with
the malware patch.
294
00:15:15,540 --> 00:15:18,080
[explosions]
Were those explosions?
295
00:15:18,080 --> 00:15:21,500
We have to hurry. Okay.
You've got an open slot.
296
00:15:21,500 --> 00:15:22,920
I see it.
297
00:15:22,920 --> 00:15:26,090
Intrusion file
in three, two, oneââ
298
00:15:28,090 --> 00:15:30,930
Yes! Sciencing our way in!
299
00:15:30,930 --> 00:15:34,930
All right.
Thanks for your help, Anya.
Now I gotta get to work.
300
00:15:34,930 --> 00:15:38,060
[Anya]
You think I'm gonna let you
save Spidey by yourself?
301
00:15:38,060 --> 00:15:41,850
No offense, but this is
definitely gonna be a fight
that calls for spider powers.
302
00:15:41,850 --> 00:15:45,150
Yeah. I know.
So good news.
303
00:15:45,150 --> 00:15:48,400
You get to team up
with SpiderâGirl!
304
00:15:50,070 --> 00:15:52,030
Uh, sââ
305
00:15:52,030 --> 00:15:53,820
So, you, uhââ
306
00:15:53,820 --> 00:15:56,370
Uh, I didn't, uhââ
307
00:15:56,370 --> 00:15:58,870
[explosion]
Whoa! WâWait up!
308
00:15:58,870 --> 00:16:01,790
[grunting]
309
00:16:03,250 --> 00:16:04,670
Whoa!
310
00:16:04,670 --> 00:16:07,090
[both grunting]
311
00:16:07,090 --> 00:16:10,720
Come on, Beetle.
Stop being such a pest!
312
00:16:12,010 --> 00:16:14,220
[both grunting]
313
00:16:14,220 --> 00:16:15,510
[yells]
314
00:16:15,510 --> 00:16:17,850
[groans]
315
00:16:17,850 --> 00:16:20,850
You're really off your game,
Spider.
316
00:16:20,850 --> 00:16:24,100
I was hoping for a bit more
of a fair fight.
317
00:16:24,100 --> 00:16:25,150
Huh?
318
00:16:25,150 --> 00:16:26,770
Surprise!
319
00:16:26,770 --> 00:16:30,190
What is this, a bug party?
320
00:16:30,190 --> 00:16:32,780
[yells]
[both grunt]
321
00:16:32,780 --> 00:16:34,740
[grunts]
322
00:16:34,740 --> 00:16:36,280
[grunts]
323
00:16:36,280 --> 00:16:39,370
[yells]
[grunts]
324
00:16:39,370 --> 00:16:41,250
[yells]
[grunts]
325
00:16:41,250 --> 00:16:44,710
Oh, man.
Another spider?
[both grunting]
326
00:16:44,710 --> 00:16:47,750
I must be so out of it,
I've got doubleâspider vision.
327
00:16:47,750 --> 00:16:49,920
[Miles]
No. SpiderâGirl's really here.
328
00:16:49,920 --> 00:16:53,050
[cries out, groans]
329
00:16:53,050 --> 00:16:56,300
And she's legit!
[yells]
330
00:16:56,300 --> 00:16:59,140
[yells]
331
00:16:59,140 --> 00:17:00,890
[groans]
Miles heard Ock earlier.
332
00:17:00,890 --> 00:17:03,020
We know the clock's ticking,
Spidey.
333
00:17:03,020 --> 00:17:05,230
We'll handle this guy.
Go stop Ock!
334
00:17:05,230 --> 00:17:08,150
Thanks... SpiderâGirl.
335
00:17:16,030 --> 00:17:18,780
[computers beeping]
336
00:17:18,780 --> 00:17:21,450
The Living Brain! The bomb!
[panting]
337
00:17:21,450 --> 00:17:24,160
Gotta defuse it. Ugh!
But where could it be?
338
00:17:24,160 --> 00:17:25,830
[panting]
[beeping]
339
00:17:25,830 --> 00:17:27,420
Gotta find it!
[beeping continues]
340
00:17:27,420 --> 00:17:29,460
Huh? What's that?
341
00:17:34,670 --> 00:17:38,390
SpiderâMan!
So predictable.
342
00:17:39,430 --> 00:17:41,180
Ock?
[grunts, groans]
343
00:17:41,180 --> 00:17:43,180
This bomb
has to be deactivated.
344
00:17:43,180 --> 00:17:46,230
If it goes off,
everyone in the building
will be destroyed,
345
00:17:46,230 --> 00:17:49,650
including you in that tin box
you're scooting around in!
346
00:17:49,650 --> 00:17:53,110
Do not concern yourself
with such a triviality.
[grunting]
347
00:17:53,110 --> 00:17:55,240
As soon as
I've defeated you,
348
00:17:55,240 --> 00:17:59,700
I'll take care
of the bomb myself,
as per my plan.
349
00:18:00,870 --> 00:18:02,990
[grunts]
350
00:18:05,120 --> 00:18:08,500
I hope your new appliance
came with a warranty.
351
00:18:08,500 --> 00:18:11,040
This mere metal frame
was never meant
352
00:18:11,040 --> 00:18:15,170
to be a longâterm vehicle
for my precious mind.
353
00:18:15,170 --> 00:18:18,590
No. I've had my eye
on a much better model.
354
00:18:18,590 --> 00:18:21,140
[grunts, groans]
355
00:18:21,140 --> 00:18:25,270
[groaning]
Fighting you put my
original body into a coma.
356
00:18:26,350 --> 00:18:28,730
Aah!
You owe me a new one.
357
00:18:28,730 --> 00:18:32,940
[SpiderâMan groaning weakly]
Something spiderâpowered,
perhaps?
358
00:18:32,940 --> 00:18:36,650
Wait. What are youââ
What are you saying?
359
00:18:38,360 --> 00:18:40,200
[Living Brain laughing]
360
00:18:40,200 --> 00:18:43,870
From inside the circuitsof the NeuroâCortex,
361
00:18:43,870 --> 00:18:46,790
I placed a bountyon your head.
362
00:18:46,790 --> 00:18:51,380
I never believedany of those newbie villainswould take you down.
363
00:18:51,380 --> 00:18:54,630
I just needed
your defenses worn out,
364
00:18:54,630 --> 00:18:58,510
[SpiderâMan straining]
making you susceptible
to the download
365
00:18:58,510 --> 00:19:04,220
of my mind into your body,
permanently!
366
00:19:04,220 --> 00:19:06,890
[SpiderâMan screaming]
367
00:19:06,890 --> 00:19:09,270
[grunting]
368
00:19:11,190 --> 00:19:12,860
[straining]
369
00:19:12,860 --> 00:19:14,940
Sorry, Ock...
370
00:19:14,940 --> 00:19:19,360
[grunts]
but this body
is already occupied!
371
00:19:19,360 --> 00:19:20,860
[grunts]
372
00:19:20,860 --> 00:19:24,330
[groans, gasps]
373
00:19:24,330 --> 00:19:26,700
[beeping continues]
374
00:19:26,700 --> 00:19:28,080
[groans]
375
00:19:28,080 --> 00:19:30,540
You don't play well
with others.
376
00:19:30,540 --> 00:19:33,460
I'm taking away your toys.
377
00:19:33,460 --> 00:19:35,670
You'll pay forââ
[muffled grunt]
378
00:19:35,670 --> 00:19:37,340
You are in timeâout.
379
00:19:37,340 --> 00:19:39,170
[muffled grunting]
380
00:19:39,170 --> 00:19:42,130
Wow, SpiderâGirl.
I'm impressed.
381
00:19:42,130 --> 00:19:44,140
You're a natural.
[chuckles]
382
00:19:44,140 --> 00:19:47,260
Well, you and Spidey
haven't set bad examples.
383
00:19:47,260 --> 00:19:50,390
Hey! The facility's
computer nerve center!
384
00:19:50,390 --> 00:19:53,690
Let's see if we can cancel
the lockdown from in here.
385
00:19:57,320 --> 00:19:59,320
Huh?
386
00:19:59,320 --> 00:20:01,360
[both]
Huh?
387
00:20:03,820 --> 00:20:06,410
[people panting, grunting]
388
00:20:07,200 --> 00:20:10,290
[groaning]
389
00:20:10,290 --> 00:20:12,000
[grunts]
390
00:20:12,000 --> 00:20:13,540
Don't have
much time left.
391
00:20:13,540 --> 00:20:15,460
We gotta get back in
and help Spidey.
392
00:20:16,500 --> 00:20:19,920
[people gasp]
[yells]
393
00:20:23,180 --> 00:20:25,890
[grunts, yells]
[beeping continues]
394
00:20:26,890 --> 00:20:28,890
[sirens wailing]
395
00:20:28,890 --> 00:20:30,890
[Miles]
SpiderâMan, yeah!
[people cheering]
396
00:20:30,890 --> 00:20:33,190
Way to go, man!
[horn blares]
397
00:20:33,190 --> 00:20:35,770
[cheering continues]
You did it, SpiderâMan.
398
00:20:35,770 --> 00:20:38,400
They don't think
he's a menace today.
399
00:20:38,400 --> 00:20:41,740
Maybe people
will finally see Spidey
for who he really is.
400
00:20:44,570 --> 00:20:46,570
[thunderclap]
401
00:20:49,620 --> 00:20:51,660
[thunder rumbling]
402
00:20:51,660 --> 00:20:53,540
[Doctor Octopus's voice]
The fools!
403
00:20:53,540 --> 00:20:55,920
No one even suspects
that the genius
404
00:20:55,920 --> 00:20:59,170
of Dr. Otto Octavius
has won the day!
405
00:20:59,170 --> 00:21:02,090
SpiderâMan is no more.
406
00:21:02,090 --> 00:21:04,720
My mind in this body,
407
00:21:04,720 --> 00:21:08,930
Doctor Octopus
is now SpiderâMan!
[thunderclap]
408
00:21:14,890 --> 00:21:18,150
[Peter]Hello? Hello?
409
00:21:18,150 --> 00:21:21,440
Hello? Is anyone there?
410
00:21:22,690 --> 00:21:25,360
Where am I?
411
00:21:25,360 --> 00:21:27,700
[thunderclap]
30432
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