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1
00:00:02,080 --> 00:00:04,420
[Miles Morales]
So we're battling Sandgirl,
then heââ
2
00:00:04,420 --> 00:00:06,420
And remember, I'm talking
about SpiderâMan.
3
00:00:06,420 --> 00:00:10,210
He heat zaps her,
so she turns into Glass Girl,
like all made of glass.
4
00:00:10,210 --> 00:00:13,010
Then he's seriously about
to smash her into little pieces,
5
00:00:13,010 --> 00:00:16,140
but I stopped him,
so now he apparently hates me.
6
00:00:16,140 --> 00:00:19,140
Ugh! I mean,
that's not him, right?
7
00:00:19,140 --> 00:00:21,890
It can't be.
Maybe he's a clone or something.
8
00:00:21,890 --> 00:00:24,230
Thank you for coming
to me with this.
9
00:00:24,230 --> 00:00:28,230
Spidey had my back once,
so if there's a chance he's
in trouble, I'm here to help.
10
00:00:28,230 --> 00:00:30,900
Awesome! So what
do you think's going on?
11
00:00:30,900 --> 00:00:33,200
Well, could be
a shapeâshifting alien.
12
00:00:33,200 --> 00:00:35,610
What? Is that a thing?
13
00:00:35,610 --> 00:00:39,240
Of course. But officially,
I never said that.
14
00:00:39,240 --> 00:00:42,580
Look, I know
one thing's for sure.
Pete needs us.
15
00:00:42,580 --> 00:00:44,960
I know we don't
know know each other,
16
00:00:44,960 --> 00:00:46,380
but since you
and Spidey are cool,
17
00:00:46,380 --> 00:00:51,000
maybe we can get the,
you know, team involved.
18
00:00:51,000 --> 00:00:53,380
Don't worry.
We got your back.
19
00:00:53,380 --> 00:00:56,090
I was really hoping
you'd say that.
20
00:00:56,090 --> 00:00:59,550
[sparks crackling]
21
00:01:04,140 --> 00:01:07,190
Use the energy signature.
Locate the mental device.
22
00:01:07,190 --> 00:01:09,110
[bots]Affirmative.
23
00:01:09,110 --> 00:01:10,820
[beeps]
24
00:01:12,570 --> 00:01:14,030
[beeps][beeps]
25
00:01:14,030 --> 00:01:16,320
[Superior SpiderâMan]
Sending a single agent?
26
00:01:16,320 --> 00:01:18,990
Hardly lives up
to the "Advanced Idea" part
27
00:01:18,990 --> 00:01:20,780
of A. I. M.'s absurd moniker.
28
00:01:27,330 --> 00:01:29,590
Device acquired.
29
00:01:29,590 --> 00:01:31,130
[web shooter deploys]
30
00:01:31,130 --> 00:01:34,170
SpiderâMan? Fire!
31
00:01:38,510 --> 00:01:40,680
This guy always blabs.
32
00:01:40,680 --> 00:01:42,680
Target the sound of his voice.
33
00:01:42,680 --> 00:01:46,060
Why so quiet, bugâbrain?
Afraid?
34
00:01:46,060 --> 00:01:49,560
No. Annoyed.
35
00:01:51,150 --> 00:01:54,740
Hey, how didââ Uhâoh.
36
00:01:54,740 --> 00:01:57,240
I came expecting A. I. M.
37
00:01:57,240 --> 00:02:01,700
You think I wouldn't be prepared
to disable every single one
of your weapons?
38
00:02:01,700 --> 00:02:04,290
You may have planned
for our weapons,
39
00:02:04,290 --> 00:02:08,080
but in a warehouse full of them,
did you ever plan on this?
40
00:02:08,080 --> 00:02:09,670
[grunts]
41
00:02:09,670 --> 00:02:10,670
Hm. Unexpected.
42
00:02:10,670 --> 00:02:12,670
[laughing]
43
00:02:28,350 --> 00:02:31,270
I should've accessed
their inventory database
44
00:02:31,270 --> 00:02:33,520
and planned for all the weapons
available here.
45
00:02:35,280 --> 00:02:39,150
A foolish oversight worthy
of that imbecile, Peter Parker.
46
00:02:39,150 --> 00:02:41,780
[distorted beep]
What? Overheated?
47
00:02:41,780 --> 00:02:43,490
Interesting.
48
00:02:43,490 --> 00:02:45,790
[beeps]
There!
49
00:02:45,790 --> 00:02:47,120
[grunts]
50
00:02:52,290 --> 00:02:54,710
But now that I,
Otto Octavius,
51
00:02:54,710 --> 00:02:57,760
have placed my mind
into Peter Parker's body,
52
00:02:57,760 --> 00:03:00,340
I'm am superiââ Aah!
53
00:03:00,340 --> 00:03:03,600
[straining]
[A. I. M. agent]
The destruction of SpiderâMan.
54
00:03:03,600 --> 00:03:05,720
That would be worth
a promotion.
55
00:03:05,720 --> 00:03:07,600
[distorted beep]
Piece of junk!
56
00:03:07,600 --> 00:03:11,270
[weapon clatters on ground]
Alas, pinned here,
helpless.
57
00:03:11,270 --> 00:03:13,190
Curse my luck,
as no doubt the villain
58
00:03:13,190 --> 00:03:16,780
will use this opportunity
to escape.
59
00:03:16,780 --> 00:03:19,440
[thinking]Excellent. The foolbelieved my charade.
60
00:03:21,320 --> 00:03:23,870
Now with my spiderâtracerin place,
61
00:03:23,870 --> 00:03:26,410
I will finallybe able to discoverwhy A. I. M. has stolen
62
00:03:26,410 --> 00:03:29,790
three differentmental projection devicesin as many days!
63
00:03:29,790 --> 00:03:31,790
Once I track themto their lair,
64
00:03:31,790 --> 00:03:35,670
I will be able to discovertheir end game and ruin it.
65
00:03:37,000 --> 00:03:39,340
Okay. So what if my mind
is trapped
66
00:03:39,340 --> 00:03:41,340
in my high school's
main computer
67
00:03:41,340 --> 00:03:43,840
while a superâvillain
runs around wearing my body?
68
00:03:43,840 --> 00:03:45,970
I've been in weirder...
69
00:03:45,970 --> 00:03:47,970
Oh, who am I kidding?
70
00:03:47,970 --> 00:03:50,600
This is the weirdest
situation ever.
71
00:03:50,600 --> 00:03:53,440
What I need to figure out is how
to get a message to Miles,
72
00:03:53,440 --> 00:03:55,440
Gwen, Anya, anybody.
73
00:03:55,440 --> 00:03:57,230
[chimes]
Huh?
74
00:03:58,280 --> 00:04:00,400
What's that?
75
00:04:00,400 --> 00:04:02,200
[beeping]
76
00:04:02,200 --> 00:04:04,240
A picture cache.
77
00:04:04,240 --> 00:04:07,410
Ugh! Is anything in here
properly labeled?
78
00:04:07,410 --> 00:04:09,620
I mean, how hard is it
to find a root directory?
79
00:04:09,620 --> 00:04:12,460
[computer]Loading root directory.
80
00:04:12,460 --> 00:04:15,290
Oh.
[laughs]
81
00:04:15,290 --> 00:04:17,340
A root directory. Yes!
82
00:04:17,340 --> 00:04:19,090
See? Talking to yourself
does help.
83
00:04:19,090 --> 00:04:22,220
Now, I just need to make contact
so I can get back into my body
84
00:04:22,220 --> 00:04:24,300
and controlâaltâdelete
Ock outta there.
85
00:04:24,300 --> 00:04:28,100
Ah, great!
Access nodes.
86
00:04:28,100 --> 00:04:30,390
Access denied.
87
00:04:30,390 --> 00:04:32,640
Access denied.
88
00:04:32,640 --> 00:04:35,270
Oh, what? Come on!
89
00:04:35,270 --> 00:04:39,520
Open. Computer,
access node folders.
90
00:04:39,520 --> 00:04:42,610
[overlapping]Access denied. Access denied.Access denied. Access denied...
91
00:04:42,610 --> 00:04:44,450
[buzzing]
[frustrated grunt]
92
00:04:44,450 --> 00:04:47,370
Ock hired a bunch of villains
to come after me
when he was in here,
93
00:04:47,370 --> 00:04:51,410
so there's gotta be a way
to communicate
with the outside world.
94
00:04:51,410 --> 00:04:55,170
This is a waste of timeââ
trying to think
like a mad scientist.
95
00:04:55,170 --> 00:04:58,500
I mean, who knows what goes on
in Otto Octavius' brain?
96
00:04:58,500 --> 00:05:00,380
[beeps]Otto Octavius.
97
00:05:00,380 --> 00:05:02,380
Brain memory store backup.
98
00:05:02,380 --> 00:05:04,420
Loading.
What?
99
00:05:04,420 --> 00:05:07,010
Ock's memories?
100
00:05:07,010 --> 00:05:09,470
This isââ Ugh!
101
00:05:09,470 --> 00:05:12,350
This could be gross
and terrifying.
102
00:05:12,350 --> 00:05:14,480
"Grossifying"?
103
00:05:14,480 --> 00:05:17,650
But if I want out of here,
I need to see Ock's memory
of how he did it.
104
00:05:19,400 --> 00:05:22,940
This is insane.
It looks so... real.
105
00:05:22,940 --> 00:05:26,320
No!
[grunts]
106
00:05:26,320 --> 00:05:27,910
[scoffs]
Figures.
107
00:05:27,910 --> 00:05:30,200
Even growing up, Ock,
you were nothing but a...
108
00:05:30,200 --> 00:05:32,200
[grunts]
bully?
109
00:05:32,200 --> 00:05:34,750
Please, just leave me alone.
110
00:05:34,750 --> 00:05:36,290
[laughing]
111
00:05:36,290 --> 00:05:38,330
[whimpers]
112
00:05:38,330 --> 00:05:41,460
[whimpering]
Hey! Enough!
113
00:05:41,460 --> 00:05:43,960
I can't stop them.
[grunts]
114
00:05:43,960 --> 00:05:46,970
Ugh. This is a memory.
It already happened.
115
00:05:46,970 --> 00:05:50,510
[mock whimpering]
Is my Ottoman gonna cry?
116
00:05:50,510 --> 00:05:54,060
[laughs]
Be sure not to get
my shoes wet, Ottoman.
117
00:05:54,060 --> 00:05:56,310
Tell you what.
Another bad grade,
118
00:05:56,310 --> 00:05:57,810
Coach says
I'm off the team.
119
00:05:57,810 --> 00:06:00,560
But let me copy off ya
on the chemistry midterm,
120
00:06:00,560 --> 00:06:03,280
and maybe I'll be too busy
with baseball
121
00:06:03,280 --> 00:06:05,570
to care about
my favorite footrest.
122
00:06:05,570 --> 00:06:07,070
[laughing]
123
00:06:07,070 --> 00:06:09,910
[crying softly]
124
00:06:09,910 --> 00:06:11,530
[growls]
125
00:06:12,370 --> 00:06:14,330
[A.I.M. agent]
I saw it coming.
126
00:06:14,330 --> 00:06:16,790
With SpiderâMan's recent
actions against A. I. M.,
[chuckles]
127
00:06:16,790 --> 00:06:19,880
it was only a matter of time
before he caught up
with our unit.
128
00:06:19,880 --> 00:06:23,460
[beeps]
To help awaken the subject,
your mental device, sir.
129
00:06:23,460 --> 00:06:27,380
No matter.
He'll hardly be a match
for our secret weapon.
130
00:06:27,380 --> 00:06:29,590
And with this,
we near the finish.
131
00:06:29,590 --> 00:06:31,390
The project promises
to be more powerful
132
00:06:31,390 --> 00:06:34,640
than even the Scientist Supreme
could've imagined.
133
00:06:36,390 --> 00:06:38,690
[beeping]
It seems my unwitting pawn
134
00:06:38,690 --> 00:06:41,520
has reached his destination.
135
00:06:41,520 --> 00:06:44,230
You doing some sightseeing,
webâhead?
Stark?!
136
00:06:44,230 --> 00:06:45,690
[clangs]
137
00:06:45,690 --> 00:06:47,440
In the armored flesh.
138
00:06:47,440 --> 00:06:50,530
Now, can we skip
the usual hero worship stuff,
139
00:06:50,530 --> 00:06:52,530
where you fawn all over me?
140
00:06:52,530 --> 00:06:54,740
'Cause, I mean,
don't get me wrong.
I love all that,
141
00:06:54,740 --> 00:06:57,120
but we've got
some questions for you.
142
00:06:57,120 --> 00:06:59,460
Like, what planet
are you from?
143
00:06:59,460 --> 00:07:01,540
Spartax? Vrelnex?
144
00:07:01,540 --> 00:07:03,170
What is all this?
145
00:07:03,170 --> 00:07:05,380
Nothing to get
riled up about, kid.
146
00:07:05,380 --> 00:07:07,460
Just a friendly
neighborhood checkâin.
147
00:07:07,460 --> 00:07:10,380
Leave me to my business,
Stark.
148
00:07:10,380 --> 00:07:12,800
Yeah, that's not happening.
149
00:07:12,800 --> 00:07:15,180
Look, Pajamas,
we're gonna take a few scans,
150
00:07:15,180 --> 00:07:17,930
make sure everything's
tipâtop and under control
with you.
151
00:07:17,930 --> 00:07:21,060
Why would it not be?
Oh, I don't know.
152
00:07:21,060 --> 00:07:23,650
Maybe because of all the reports
that you're now a loose cannon?
153
00:07:23,650 --> 00:07:26,570
Also, that you're, like,
super not funny.
154
00:07:26,570 --> 00:07:28,650
Uh, well, even less funny
than normal.
155
00:07:28,650 --> 00:07:31,450
My wit is elevated.
156
00:07:31,450 --> 00:07:35,240
Wait. Reports?
From who?
157
00:07:35,240 --> 00:07:38,370
We're the Avengers.
We have sources.
158
00:07:38,370 --> 00:07:40,710
Morales.
159
00:07:40,710 --> 00:07:43,500
I do not
have time for this.
160
00:07:43,500 --> 00:07:46,500
We're not asking.
[grunts]
161
00:07:46,500 --> 00:07:51,220
Whoa, whoa, whoa!
Not cool!
Stand down, Spidey!
162
00:07:51,220 --> 00:07:53,180
[grunts]
Unhand me!
163
00:07:53,180 --> 00:07:56,600
[yells, grunts]
Okay, this just got funky.
164
00:07:56,600 --> 00:07:59,270
Not sure what the deal is,
but you're coming with us.
165
00:07:59,270 --> 00:08:01,690
Not on your life, Stark!
[yells]
166
00:08:04,600 --> 00:08:07,480
Uh, kid, you're probably
gonna wanna rethink this.
167
00:08:07,480 --> 00:08:10,570
My calculations
never need to be rethought.
168
00:08:10,570 --> 00:08:12,570
[both grunt]
169
00:08:14,200 --> 00:08:17,200
Okay, Pajamas,
stow your tray table.
170
00:08:17,200 --> 00:08:19,620
[Superior SpiderâMan screaming]
171
00:08:20,700 --> 00:08:22,620
Stark!
172
00:08:22,620 --> 00:08:25,250
[Iron Man]
Just a quick scenic trip.
173
00:08:25,250 --> 00:08:27,750
Enjoy the view
until your lights go out.
174
00:08:29,550 --> 00:08:31,510
Trying to cut off
my oxygen supply
175
00:08:31,510 --> 00:08:34,180
by going into
the upper atmosphere?
176
00:08:34,180 --> 00:08:37,100
Whaâhaââ
Are you nuts?
[grunts]
177
00:08:37,100 --> 00:08:40,720
No. I am your superior!
178
00:08:44,350 --> 00:08:46,440
No way
this is ending well.
179
00:08:46,440 --> 00:08:48,900
Stark can handle himself.
180
00:08:48,900 --> 00:08:52,360
[Iron Man]
Coming down hard!
Kid, we need to pull up!
181
00:08:52,360 --> 00:08:55,570
Quiet. I am calculating.
182
00:08:55,570 --> 00:08:56,780
[both grunt]
183
00:09:02,750 --> 00:09:04,540
Noââ
Way.
184
00:09:09,590 --> 00:09:11,500
[grunts]
185
00:09:11,500 --> 00:09:14,510
[Iron Man]
Your logistics need serious...
186
00:09:14,510 --> 00:09:16,840
[grunts]
work!
187
00:09:16,840 --> 00:09:18,850
[grunts]
188
00:09:18,850 --> 00:09:21,640
[groans]
189
00:09:21,640 --> 00:09:24,480
That... was embarrassing.
190
00:09:24,480 --> 00:09:26,100
Yes, it was.
191
00:09:26,100 --> 00:09:28,900
So much for
"friends till the end."
192
00:09:28,900 --> 00:09:32,480
Friends or not,
you are in my way.
193
00:09:32,480 --> 00:09:34,110
[grunts]
[Black Widow grunts]
194
00:09:34,110 --> 00:09:36,700
Yes, we are.
[grunts]
195
00:09:36,700 --> 00:09:39,660
[grunts, chuckles]
196
00:09:39,660 --> 00:09:41,790
[bat clatters on ground]
197
00:09:43,290 --> 00:09:45,910
Is this
a Curie Craftchem set?
198
00:09:45,910 --> 00:09:50,130
Oh, man! Uncle Ben
bought me this exact model
when I was a kid.
199
00:09:51,420 --> 00:09:53,670
What happened to you, Ock?
200
00:09:53,670 --> 00:09:55,720
You had everything I had.
201
00:09:55,720 --> 00:09:58,510
You're a smart kid.
Where'd it go wrong?
202
00:09:58,510 --> 00:10:00,510
[door opens]
203
00:10:00,510 --> 00:10:02,010
[door closes]
204
00:10:04,100 --> 00:10:06,810
What'd I tell you about
working with your play set
at the table?
205
00:10:08,140 --> 00:10:10,860
I told you,
it's a chemistry set.
206
00:10:10,860 --> 00:10:14,400
What's that?
You talking back to me?
207
00:10:15,740 --> 00:10:17,700
Please. Don't, sir.
208
00:10:17,700 --> 00:10:20,700
I've been working on perfecting
that formula for weeks.
It couldââ
209
00:10:20,700 --> 00:10:23,870
You are talking back! Huh!
You think you're better
than me, huh?
210
00:10:23,870 --> 00:10:26,700
Your good grades,
your big dreams...
211
00:10:26,700 --> 00:10:28,580
No!
[grunts]
212
00:10:28,580 --> 00:10:31,540
[grunts, groans]
See?
213
00:10:31,540 --> 00:10:33,590
You are no better
than me.
214
00:10:33,590 --> 00:10:35,760
What you do,
I can take away.
215
00:10:35,760 --> 00:10:38,630
Now you go play
with the other kids
like you're supposed to.
216
00:10:38,630 --> 00:10:40,680
Be normal for once.
217
00:10:40,680 --> 00:10:42,680
I am normal.
Science isââ
218
00:10:42,680 --> 00:10:46,100
Ugh! I'm sick of you blubbering
about science all the time!
219
00:10:46,100 --> 00:10:48,140
Science is useless.
220
00:10:48,140 --> 00:10:50,690
You know what got me
ahead in this world? Huh?
221
00:10:50,690 --> 00:10:53,150
These hands, these arms!
222
00:10:53,150 --> 00:10:57,240
Strength is the only thing
this world understands.
223
00:10:57,240 --> 00:10:59,450
That'sââ That's not fair.
224
00:10:59,450 --> 00:11:00,860
[mocking voice]
"That's not fair."
225
00:11:00,860 --> 00:11:03,990
Aw. Life gives
to the powerful,
226
00:11:03,990 --> 00:11:07,330
not the ones that whine
about what's fair.
227
00:11:10,080 --> 00:11:12,670
Power...
228
00:11:12,670 --> 00:11:15,630
I do have power.
229
00:11:15,630 --> 00:11:18,300
Oh, boy.
230
00:11:19,800 --> 00:11:22,590
[Superior SpiderâMan groaning]
231
00:11:22,590 --> 00:11:25,100
Hey, there, PJ's.
We took those scans
we wanted.
232
00:11:25,100 --> 00:11:28,390
Wasn't so bad.
Might even be a lollipop
in your future.
233
00:11:28,390 --> 00:11:32,690
Not so bad?
He rode you like a surfboard.
234
00:11:32,690 --> 00:11:35,860
Ah, right.
Yeah, no lollipop.
235
00:11:35,860 --> 00:11:38,440
Millionâdollar dry cleaning
bill instead.
236
00:11:38,440 --> 00:11:42,490
Sorry to break up
the comedy hour.
Excuse us.
237
00:11:42,490 --> 00:11:45,530
[growls, gasps]
Need to confer
with my colleagues.
238
00:11:46,740 --> 00:11:48,700
So, what now?
239
00:11:48,700 --> 00:11:51,830
What do you mean?
The scans confirm it's him.
240
00:11:51,830 --> 00:11:54,460
The real him.
But aliens could'veââ
241
00:11:54,460 --> 00:11:57,710
No aliens.
I checked.
242
00:11:57,710 --> 00:12:01,550
I don't know, Tony.
His fighting styleââ
it's different.
243
00:12:01,550 --> 00:12:04,300
A different skill set
than the last time I saw him.
244
00:12:04,300 --> 00:12:06,760
This whole thing
doesn't add up.
245
00:12:06,760 --> 00:12:08,560
Spidey wouldn't
act this way.
246
00:12:08,560 --> 00:12:11,060
He's a friend,
and you two are his idols.
247
00:12:11,060 --> 00:12:12,850
You check
for mind control?
248
00:12:12,850 --> 00:12:15,400
Mind control, doppelgangers,
LMDs, cloning,
249
00:12:15,400 --> 00:12:17,940
Asgardian illusion spells,
holoâdisguises.
250
00:12:17,940 --> 00:12:21,440
Negative on all.
It's the kid.
That's Peter Parker.
251
00:12:21,440 --> 00:12:24,740
It's a sad fact,
but sometimes
people just change.
252
00:12:24,740 --> 00:12:27,410
[Superior SpiderâMan]
Congratulations, Stark.
[all grunt]
253
00:12:29,830 --> 00:12:32,580
You wasted your time
proving the obvious.
254
00:12:32,580 --> 00:12:34,830
[Iron Man]
Away from the controls,
kid, now!
255
00:12:34,830 --> 00:12:38,670
I don't think so.
Despite my warnings,
[Avengers yell]
256
00:12:38,670 --> 00:12:40,670
you forced my hand,
wasting my time.
257
00:12:40,670 --> 00:12:42,670
So to make up for it,
258
00:12:42,670 --> 00:12:44,800
you are now my chauffer.
259
00:12:44,800 --> 00:12:46,930
Does this mean
I get to hit him again?
260
00:12:46,930 --> 00:12:48,810
Because I'd be
okay with that.
261
00:12:48,810 --> 00:12:51,850
Oh, you do not want
to stop the bad guys?
262
00:12:51,850 --> 00:12:55,020
The ones I was tracking
before you absconded with me?
263
00:12:55,020 --> 00:12:57,230
I am sure you remember A. I. M.
264
00:12:57,230 --> 00:12:58,940
Explain.
265
00:12:58,940 --> 00:13:00,820
There has been
a rash of breakâins
266
00:13:00,820 --> 00:13:03,400
at science labs,
so I laid in wait.
267
00:13:03,400 --> 00:13:07,370
Meanwhile, my spiderâbots
have been picking up chatter,
something called aââ
268
00:13:07,370 --> 00:13:10,330
Doomsday Chair.
You've heard this too?
269
00:13:10,330 --> 00:13:12,950
Ever since we took down
the Scientist Supreme,
270
00:13:12,950 --> 00:13:14,870
something big's
been in the works.
271
00:13:14,870 --> 00:13:17,710
An A. I. M. agent I interrogated
mentioned a Doomsday Chair.
272
00:13:17,710 --> 00:13:20,040
Then it is your good fortune
that you ran into me,
273
00:13:20,040 --> 00:13:21,880
as I have
their base coordinates.
274
00:13:21,880 --> 00:13:24,550
Prepare yourselves.
[Ms. Marvel]
Wait. Let us stââ
275
00:13:24,550 --> 00:13:26,260
[screams]
276
00:13:29,050 --> 00:13:30,760
Huh?
Huh?
277
00:13:30,760 --> 00:13:32,970
[bots]Structural failure detected.
What?
278
00:13:32,970 --> 00:13:35,020
Notify maintenance.
279
00:13:37,020 --> 00:13:39,360
[grunting]
280
00:13:40,360 --> 00:13:41,940
[both grunt]
281
00:13:44,990 --> 00:13:47,660
Everybodyââ
Surrender,
282
00:13:47,660 --> 00:13:51,620
before me and my lackeys
destroy you completely.
283
00:13:51,620 --> 00:13:52,950
[Avengers]
"Lackeys"?
284
00:13:52,950 --> 00:13:55,870
[A.I.M. agent]
Ah, you brought the Avengers.
285
00:13:55,870 --> 00:13:58,000
Perfect. Perfect!
286
00:13:58,000 --> 00:14:00,130
Explain your meaning, now.
287
00:14:00,130 --> 00:14:03,170
Did you think
we wouldn't find your toy?
288
00:14:03,170 --> 00:14:06,630
We already planned to test
our newest weapon on you.
289
00:14:06,630 --> 00:14:10,010
But the Avengers as well?
Beyond hopes.
290
00:14:10,010 --> 00:14:12,810
Okay. I don't
speak Villainâese.
291
00:14:12,810 --> 00:14:14,310
What's going on?
What weapon?
292
00:14:14,310 --> 00:14:17,850
Allow us to introduce
the next Scientist Supreme,
293
00:14:17,850 --> 00:14:21,900
a Mental Organism Designed
Only for Kaos,
294
00:14:21,900 --> 00:14:25,530
otherwise known as... MODOK!
295
00:14:25,530 --> 00:14:29,070
[cackling]
296
00:14:31,870 --> 00:14:35,370
[sighs]
Sorry. I'm sorry.
Don't mind me.
297
00:14:35,370 --> 00:14:39,330
It's just the big,
floating baby head.
[cackling]
298
00:14:39,330 --> 00:14:42,130
[growling]
Whew!
[cackling]
299
00:14:42,130 --> 00:14:44,050
[yells]
[Avengers yell]
300
00:14:44,050 --> 00:14:47,220
[MODOK]
Go ahead,
laugh at me now, fools!
301
00:14:47,220 --> 00:14:51,510
[laughing]
He seems to have technopathic
control of this environment!
302
00:14:51,510 --> 00:14:53,850
Avengers! Imbeciles!
303
00:14:53,850 --> 00:14:55,100
[grunts]
[grunts]
304
00:14:55,100 --> 00:14:56,640
Aah!
[grunts]
305
00:14:56,640 --> 00:14:58,520
[screaming]
[laughing]
306
00:15:00,730 --> 00:15:03,770
[screaming]
307
00:15:03,770 --> 00:15:05,780
You are foolish
to challenge me.
308
00:15:05,780 --> 00:15:08,950
I am the apex
of A. I. M. technology!
What?
309
00:15:08,950 --> 00:15:12,030
Ha! Openâwire access
on a hovercraft?
[yells]
310
00:15:12,030 --> 00:15:15,450
No, no, no, no, no!
Say goodâbye to your
stabilizer control, monstrosity!
311
00:15:15,450 --> 00:15:18,750
[yelling]
312
00:15:18,750 --> 00:15:21,000
Avengers, gather together!
313
00:15:21,000 --> 00:15:23,170
That's not how we say that.
314
00:15:25,000 --> 00:15:27,550
Here's the plan:
Widow, flank left,
draw their fire.
315
00:15:27,550 --> 00:15:30,420
Stark, lay down cover
and take down
the encroaching bots.
316
00:15:30,420 --> 00:15:32,140
Marvel, approach MODOK
from behind.
317
00:15:32,140 --> 00:15:34,760
Usually, to be in charge
of the Avengers,
318
00:15:34,760 --> 00:15:38,060
you have to first
be a member of the Avengers.
319
00:15:38,060 --> 00:15:40,230
So, what do we do, boss?
320
00:15:40,230 --> 00:15:42,020
Aah!
[groans]
321
00:15:42,020 --> 00:15:43,860
Aah!
[grunts]
322
00:15:43,860 --> 00:15:45,480
[laughing]
323
00:15:47,190 --> 00:15:49,610
Widow, flank left,
draw their fire.
324
00:15:49,610 --> 00:15:52,110
I'll lay down cover
and take down
the encroaching bots.
325
00:15:52,110 --> 00:15:55,280
Marvel, approach MODOK
from behind.
326
00:15:57,030 --> 00:15:59,750
[grunting]
327
00:16:05,790 --> 00:16:08,750
Finally, obedience
from my underlings.
328
00:16:08,750 --> 00:16:11,170
Now I can
enact my plan.
329
00:16:11,170 --> 00:16:13,720
Your skills do you credit,
child,
[gasps]
330
00:16:13,720 --> 00:16:18,810
but you face the power of MODOK,
a force of pure Kaos!
[groaning]
331
00:16:18,810 --> 00:16:21,930
Goodâbye.
I'm the child?
332
00:16:21,930 --> 00:16:24,980
You're the one
with the big, fat, baby head!
333
00:16:24,980 --> 00:16:26,610
[growls]
334
00:16:26,610 --> 00:16:27,940
[grunts]
335
00:16:27,940 --> 00:16:29,940
Ms. Marvel!
336
00:16:29,940 --> 00:16:31,110
[chuckling]
337
00:16:31,110 --> 00:16:33,200
[grunts, groans]
338
00:16:33,200 --> 00:16:35,360
[laughing]
339
00:16:35,360 --> 00:16:37,580
[chuckling]
340
00:16:37,580 --> 00:16:39,580
What happened here,
Ottoman!
[gasps]
341
00:16:39,580 --> 00:16:41,870
I copied you exactly,
but I failed!
342
00:16:41,870 --> 00:16:44,620
Guess you ain't as smart
as you think.
343
00:16:44,620 --> 00:16:46,170
[chuckles]
344
00:16:46,170 --> 00:16:48,710
Do you not understand,
you imbecile?
345
00:16:48,710 --> 00:16:51,010
I failed on purpose.
346
00:16:51,010 --> 00:16:54,010
But that means you
got an "F," too, doofus!
347
00:16:54,010 --> 00:16:55,760
Mm, yes.
348
00:16:55,760 --> 00:17:00,560
But my superior grades
can easily absorb
one failed exam.
349
00:17:00,560 --> 00:17:04,230
However,
you're more fragile standing
will never recover.
350
00:17:04,230 --> 00:17:06,310
Goodâbye, sports.
351
00:17:06,310 --> 00:17:08,360
Goodâbye, scholarshipââ
Huh?
352
00:17:08,360 --> 00:17:11,900
...the only way
you could possibly hope
to get into a good college.
353
00:17:11,900 --> 00:17:13,950
[growling]
[laughs]
Don't you see?
354
00:17:13,950 --> 00:17:16,030
I've ruined you utterly,
355
00:17:16,030 --> 00:17:19,490
and all without
lifting a finger.
356
00:17:19,490 --> 00:17:21,490
[grunts, gasps]
[car approaches]
357
00:17:21,490 --> 00:17:23,250
[horn honks]
You'll pay forââ
358
00:17:23,250 --> 00:17:26,120
Steve,
quit messing around.
359
00:17:26,120 --> 00:17:27,920
Car, now!
360
00:17:27,920 --> 00:17:31,170
We're gonna have a little talk
about your grades.
361
00:17:31,170 --> 00:17:32,550
[whimpering]
[growling]
362
00:17:32,550 --> 00:17:34,970
Steve!
363
00:17:34,970 --> 00:17:36,930
[breathes shakily]
364
00:17:36,930 --> 00:17:39,180
[car door opens, closes]
Thatââ
365
00:17:39,180 --> 00:17:42,470
That was... amazing!
[car departing]
366
00:17:42,470 --> 00:17:46,020
So that's what Ock does
with great power?
367
00:17:46,020 --> 00:17:49,110
Destroys people's lives?
Huh.
368
00:17:49,110 --> 00:17:51,940
And if I didn't have Ben and May
to teach me better,
369
00:17:51,940 --> 00:17:54,070
could I have
turned out like that?
370
00:17:54,070 --> 00:17:58,240
Vengeful? A villain?
371
00:17:58,240 --> 00:18:00,030
[groaning]
372
00:18:00,030 --> 00:18:02,870
So much for the brilliant
SpiderâMan plan.
373
00:18:04,830 --> 00:18:06,660
[laughing]
[Superior SpiderâMan]
MODOK!
374
00:18:06,660 --> 00:18:08,460
Face me,
you absurd creature!
[growls]
375
00:18:08,460 --> 00:18:11,460
What can you possibly do
with that mental device?
376
00:18:11,460 --> 00:18:14,380
Your feeble mind
is sorely limited.
377
00:18:14,380 --> 00:18:19,220
Do you think you are
the first individual to use tech
to gain mental powers?
378
00:18:19,220 --> 00:18:23,010
I, myself, have some experience
in this arena.
379
00:18:23,010 --> 00:18:24,140
[all yell]
380
00:18:26,270 --> 00:18:27,850
[yells, grunts]
381
00:18:28,940 --> 00:18:31,400
[growling]
[groans]
Okay.
382
00:18:31,400 --> 00:18:34,320
In retrospect,
maybe there are some merits
to the kid's plan.
383
00:18:34,320 --> 00:18:35,820
[yells]
384
00:18:37,070 --> 00:18:39,280
[both straining]
385
00:18:41,950 --> 00:18:44,240
[straining intensifies]
386
00:18:45,950 --> 00:18:47,000
[yells]
387
00:18:47,000 --> 00:18:50,580
[yelling]
388
00:18:53,040 --> 00:18:54,500
[MODOK groans]
389
00:18:54,500 --> 00:18:56,670
[yelling]
390
00:19:00,090 --> 00:19:02,930
[grunting]
391
00:19:02,930 --> 00:19:04,970
[groans]
[Superior SpiderâMan chuckles]
392
00:19:04,970 --> 00:19:07,180
While you were busy
chasing down my minions,
393
00:19:07,180 --> 00:19:09,350
I defeated you, MODOK.
394
00:19:09,350 --> 00:19:11,940
And I didn't even
have to lift a finger.
395
00:19:11,940 --> 00:19:14,570
Wait.
Were you using us?
396
00:19:14,570 --> 00:19:18,320
Your whole plan
was to use us as bait
while you got the mental device?
397
00:19:18,320 --> 00:19:20,320
You were not
the worst sidekicks.
398
00:19:20,320 --> 00:19:22,450
But if I ever have
need of you again,
399
00:19:22,450 --> 00:19:25,450
please remember to check
your egos at the door.
400
00:19:25,450 --> 00:19:28,290
I will leave the cleanup
to you.
401
00:19:28,290 --> 00:19:33,170
[sighs]
He used to be nice, sweet.
402
00:19:33,170 --> 00:19:35,960
He can no longer
be trusted.
403
00:19:35,960 --> 00:19:38,010
And this is coming
from a spy.
404
00:19:38,010 --> 00:19:40,010
I don't know.
Love him or hate him,
405
00:19:40,010 --> 00:19:42,390
it's indisputable
that SpiderâMan
is better at this
406
00:19:42,390 --> 00:19:44,800
than ever before.
407
00:19:44,800 --> 00:19:49,100
Well, even though Ock and I
aren't as different
as I thought,
408
00:19:49,100 --> 00:19:51,980
this isn't getting me any closer
to escaping this place.
409
00:19:51,980 --> 00:19:55,230
Computer, can you fastâforward
these memories?
410
00:19:55,230 --> 00:19:57,900
[computer]Accessing fastâforward.
411
00:19:57,900 --> 00:20:00,030
[gasping]
412
00:20:02,200 --> 00:20:04,200
This is from the beginning
of the school year,
413
00:20:04,200 --> 00:20:08,410
when Ock had Gwen, Anya,
and Miles hooked
into the computer.
414
00:20:08,410 --> 00:20:10,200
Computer, pause.
[beeps]
415
00:20:10,200 --> 00:20:14,000
They sent a blast
of mental feedback at him.
416
00:20:14,000 --> 00:20:16,000
At the same time,
Carolyn Trainer and I
417
00:20:16,000 --> 00:20:17,670
went in to wallop him bigâtime.
418
00:20:21,050 --> 00:20:23,050
It all started here.
419
00:20:23,050 --> 00:20:26,180
Ock fell into a comaââ
Or at least I thought he did.
420
00:20:26,180 --> 00:20:29,220
It turns out
that was just his body.
421
00:20:29,220 --> 00:20:33,390
He must have
wirelessly downloaded
his mind intoââ intoââ
422
00:20:33,390 --> 00:20:36,360
into his arms.
423
00:20:36,360 --> 00:20:38,150
But how?
424
00:20:38,150 --> 00:20:41,610
Computer, show me
any command codes
activated at this moment.
425
00:20:41,610 --> 00:20:43,610
Huh.
426
00:20:43,610 --> 00:20:46,450
"Data Log 47E127."
427
00:20:46,450 --> 00:20:49,450
This has to be
the execution command Ock used
428
00:20:49,450 --> 00:20:52,250
to transfer his consciousness
into his arms.
429
00:20:52,250 --> 00:20:55,290
Computer, terminal command.
Execute.
430
00:20:55,290 --> 00:20:57,210
[beeps]
431
00:20:57,210 --> 00:21:01,550
[Ms. Marvel]All the tests check out,but something's super off.
432
00:21:01,550 --> 00:21:03,300
What did Iron Man think?
433
00:21:03,300 --> 00:21:06,430
That Spidey's better than ever,even if he is a pain.
434
00:21:06,430 --> 00:21:07,930
[clatter]
435
00:21:07,930 --> 00:21:11,520
Uh, thanks for trying,
Ms. Marvel. Gotta go.
436
00:21:11,520 --> 00:21:13,560
[keyboard clacking]
437
00:21:13,560 --> 00:21:16,190
Ock's arms, alive?
438
00:21:17,190 --> 00:21:19,150
[grunts]
439
00:21:21,610 --> 00:21:25,360
"Miles, it's Peter Parker.
440
00:21:25,360 --> 00:21:28,530
Ock trapped me in here.
Help."
441
00:21:28,530 --> 00:21:29,530
Peter?!
32984
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