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1
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When life as Peter Parker
stresses me out,
2
00:00:03,510 --> 00:00:05,410
which is pretty much always,
3
00:00:05,490 --> 00:00:08,494
sometimes being Spider-Man
is just what I need
4
00:00:08,495 --> 00:00:09,329
to lift my spirits.
5
00:00:09,330 --> 00:00:12,920
- There he is, that menace.
- Is he really that bad?
6
00:00:13,000 --> 00:00:14,329
Haven't you seen the Daily Bugle?
7
00:00:14,330 --> 00:00:16,030
He's dangerous, reckless.
8
00:00:17,520 --> 00:00:19,780
And sometimes not so much.
9
00:00:19,860 --> 00:00:23,450
[Jameson] Look how much
damage Spider-Man has caused!
10
00:00:23,530 --> 00:00:25,614
He calls himself a hero?
I only see a menace.
11
00:00:25,764 --> 00:00:29,834
Not only is J. Jonah Jameson at
the Daily Bugle making me look bad,
12
00:00:30,024 --> 00:00:32,884
I'm the genius who sold him
that footage for tuition money.
13
00:00:32,885 --> 00:00:34,189
Time to get some video
14
00:00:34,190 --> 00:00:37,350
that'll be impossible
for J.J.J. to use against me.
15
00:00:37,360 --> 00:00:40,300
Hero time USA.
16
00:00:40,380 --> 00:00:42,360
- Stopping jewelry thieves...
- Whoa!
17
00:00:42,395 --> 00:00:47,790
- Crime Fighting 101...
- Cut! Who let this clown on set?
18
00:00:47,870 --> 00:00:50,630
My agent will hear about this!
19
00:00:50,700 --> 00:00:52,039
I'm gonna say it!
I'm gonna say it!
20
00:00:52,040 --> 00:00:55,099
Saving this building is dynamite!
Hah!
21
00:00:57,583 --> 00:01:00,968
Oh, great. It only took me
three hours to do the wiring
22
00:01:01,058 --> 00:01:03,658
on that TNT for tomorrow's
controlled demolition.
23
00:01:03,880 --> 00:01:07,389
- But I love starting over.
- That did not sound sincere.
24
00:01:07,390 --> 00:01:11,045
[sighs] "Delete" button,
you're my new best friend.
25
00:01:11,108 --> 00:01:13,156
I should have had this
camera drone last year,
26
00:01:13,211 --> 00:01:16,319
back in my glory days, when
everyone thought I was the hero
27
00:01:16,320 --> 00:01:18,732
and Doc Ock... Huh?
...was the villain?
28
00:01:24,750 --> 00:01:27,660
Hey, Otto. Aren't you supposed
to be a good guy now?
29
00:01:27,740 --> 00:01:31,180
Because here's the thing.
Good guys don't rob banks.
30
00:01:31,260 --> 00:01:33,000
Wait. Hold on.
Who are you?
31
00:01:33,080 --> 00:01:34,910
You're not Doc Ock.
32
00:01:34,945 --> 00:01:39,340
Oh, I know I'm not, because
Octavius is sheer perfection.
33
00:01:39,420 --> 00:01:43,216
I only dream of achieving
a fraction of his glory.
34
00:01:43,873 --> 00:01:47,838
Okay. Those are the two craziest
sentences I've ever heard.
35
00:01:47,899 --> 00:01:53,418
But my hero will be so proud
if I eliminate his peskiest problem.
36
00:01:54,100 --> 00:01:56,040
His personality?
37
00:01:56,120 --> 00:02:00,614
Oh, wait.
You mean me!
38
00:02:04,134 --> 00:02:06,727
sync & correction by f1nc0
~ Addic7ed.com ~
39
00:02:12,700 --> 00:02:16,110
H-Hey!
We just met.
40
00:02:16,145 --> 00:02:17,369
Has no one ever taught you
41
00:02:17,370 --> 00:02:19,070
the importance
of a first impression?
42
00:02:20,130 --> 00:02:21,709
[grunts]
43
00:02:21,710 --> 00:02:26,120
Octavius is the only person
I care about impressing.
44
00:02:26,155 --> 00:02:27,459
And I can't think
of a better way to do that
45
00:02:27,460 --> 00:02:30,551
than by destroying you!
46
00:02:30,790 --> 00:02:32,309
Buy him a gift!
47
00:02:32,310 --> 00:02:35,525
New test tubes,
a better sense of style. Whoa!
48
00:02:38,650 --> 00:02:39,664
[grunts]
49
00:02:39,665 --> 00:02:41,365
Whoa!
50
00:02:45,970 --> 00:02:49,360
Oh! That was so easy.
Yay me.
51
00:02:50,310 --> 00:02:51,999
First, Spider-Man is defeated.
52
00:02:52,000 --> 00:02:55,070
Now I get the secret
to unlimited power!
53
00:02:55,150 --> 00:02:56,850
Oh, I knew
I'd be a natural at this.
54
00:03:02,410 --> 00:03:05,111
Money? This is not what I want!
[alarm blaring]
55
00:03:06,250 --> 00:03:10,010
Then... news flash... you
shouldn't have robbed a bank.
56
00:03:10,090 --> 00:03:13,432
The transfer orders I hacked
say the crystals won't be
57
00:03:13,433 --> 00:03:16,170
moved until tomorrow.
Wait.
58
00:03:16,205 --> 00:03:19,600
Oh, no.
I have the dates wrong.
59
00:03:19,670 --> 00:03:22,770
Oh! So humiliating.
60
00:03:22,840 --> 00:03:25,690
You mis-scheduled
your evil master plan?
61
00:03:25,770 --> 00:03:27,770
I'm a very busy person, okay?
62
00:03:27,850 --> 00:03:28,869
And it's tough
to keep track of things.
63
00:03:28,870 --> 00:03:31,030
Is this your first day on the job?
64
00:03:31,110 --> 00:03:32,940
Don't insult me!
It's my second.
65
00:03:33,020 --> 00:03:35,850
Now get over here
so I can hit you!
66
00:03:35,860 --> 00:03:37,845
[grunts]
That's not how this works.
67
00:03:37,880 --> 00:03:41,119
Have you ever read your super
villain manual, Doc-Not-Ock?
68
00:03:41,120 --> 00:03:44,119
Hey, what should we call you?
Professor Tentacle?
69
00:03:44,120 --> 00:03:46,112
Oh!
Lab Assistant Lotsa Limbs.
70
00:03:46,147 --> 00:03:48,869
- Whatever you're doing, stop!
- Oh! Delightful.
71
00:03:48,870 --> 00:03:51,650
[singsong] Your timing
could not be more perfect.
72
00:03:51,720 --> 00:03:52,889
[yells]
73
00:03:52,890 --> 00:03:55,465
- Uhh!
- Yaah! Huhh!
74
00:03:58,470 --> 00:04:01,639
- She's gone.
- Is that Doc Ock's girlfriend?
75
00:04:01,640 --> 00:04:04,220
Maybe it was just his sister.
76
00:04:04,255 --> 00:04:05,739
No clue who she was,
77
00:04:05,740 --> 00:04:07,900
but she was looking
for some kind of crystals.
78
00:04:07,980 --> 00:04:11,194
Sure. That quartz cluster
we had. Real valuable.
79
00:04:11,229 --> 00:04:13,555
But we shipped
it to the docks this morning.
80
00:04:15,650 --> 00:04:20,616
Epic! No way J.J.J. can use
this to make me look bad.
81
00:04:21,990 --> 00:04:24,230
[Jameson] First he gets beaten.
82
00:04:24,310 --> 00:04:25,819
Then he can't even
help the guards.
83
00:04:25,820 --> 00:04:28,729
Who is this incompetent buffoon,
and why isn't he being arrested?
84
00:04:28,730 --> 00:04:30,139
[chatter, snickering]
[girl scoffs]
85
00:04:30,140 --> 00:04:32,480
Spider-Man should've just
let those guards handle it.
86
00:04:32,515 --> 00:04:36,410
[girl 2] Seriously. At least
they're trained to protect people.
87
00:04:36,480 --> 00:04:39,927
[sighs]
How can J.J.J. keep doing this?
88
00:04:39,962 --> 00:04:41,423
- Come on, Pete.
- Huh?
89
00:04:41,458 --> 00:04:43,252
We don't want to be late
to Dr. Octavius' class.
90
00:04:43,287 --> 00:04:45,829
He's gonna pick the project
leaders for the Neuro-Cortex.
91
00:04:45,830 --> 00:04:47,940
Speaking of Ock,
92
00:04:48,010 --> 00:04:50,270
you'll never believe what
I came across last night.
93
00:04:50,350 --> 00:04:53,610
- It was a...
- A woman using octopus arms?
94
00:04:53,790 --> 00:04:55,960
Yeah. Sure seemed
like your kind of gear.
95
00:04:56,040 --> 00:04:58,710
Mine? No, no.
96
00:04:58,780 --> 00:05:00,710
That tech is clearly
an inferior knockoff.
97
00:05:00,780 --> 00:05:02,710
Look at the... Oh.
98
00:05:02,790 --> 00:05:05,101
Wait.
I recognize her.
99
00:05:05,136 --> 00:05:08,400
Carolyn Trainer.
She was in the cell next to mine
100
00:05:08,480 --> 00:05:10,550
when I was being
criminally rehabilitated.
101
00:05:10,630 --> 00:05:14,150
- Has she tried to contact you?
- Oh, heavens, no.
102
00:05:14,220 --> 00:05:16,560
Let us just say
I feared her release
103
00:05:16,630 --> 00:05:19,504
- would lead to something like this.
- Would it be a problem
104
00:05:19,505 --> 00:05:21,390
if we need to contact you
for more information?
105
00:05:21,470 --> 00:05:25,230
Of course not. I hope you
can help that poor woman
106
00:05:25,310 --> 00:05:27,330
and keep her very far
away from me.
107
00:05:27,400 --> 00:05:29,590
I am working diligently
to start a new life,
108
00:05:29,660 --> 00:05:31,650
and do not need hangers-on.
[bell rings]
109
00:05:31,685 --> 00:05:33,910
Uh, are we sure
that isn't an Ock clone
110
00:05:33,980 --> 00:05:37,035
- with all the Ock removed?
- He's taking this
111
00:05:37,070 --> 00:05:39,600
"turning over a new leaf"
thing very seriously.
112
00:05:39,670 --> 00:05:41,024
I'm surprised he hasn't
started opening classes
113
00:05:41,025 --> 00:05:42,725
with group hugs.
114
00:05:44,090 --> 00:05:48,815
I'd like to begin today's
lecture with a group hug.
115
00:05:48,850 --> 00:05:50,590
[students laugh]
116
00:05:50,670 --> 00:05:53,855
You're probably wondering
why I'm trying this
117
00:05:53,856 --> 00:05:55,450
looser lecture format.
118
00:05:55,520 --> 00:05:57,690
Well, in order to properly grasp
119
00:05:57,770 --> 00:05:59,844
the science
behind the Neuro-Cortex,
120
00:05:59,879 --> 00:06:03,120
I've designed our classroom
to be more spontaneous
121
00:06:03,200 --> 00:06:06,849
- and random.
- Mr. Octavius?
122
00:06:06,850 --> 00:06:08,610
Call me Otto.
123
00:06:08,690 --> 00:06:11,039
And there is no need to raise
your hand. Just speak out.
124
00:06:11,040 --> 00:06:15,280
Um, Otto, sitting on
the floor doesn't seem
125
00:06:15,360 --> 00:06:16,859
like what professional
scientists would do.
126
00:06:16,860 --> 00:06:20,218
True, Anya, but our goal
is to break the mold.
127
00:06:20,253 --> 00:06:24,370
This format is a mirror to how
the human mind itself operates.
128
00:06:24,405 --> 00:06:26,550
But you had the courage
to question me.
129
00:06:26,630 --> 00:06:28,630
Good.
That's one of the reasons
130
00:06:28,710 --> 00:06:30,800
I'm picking you
to be one of the leaders
131
00:06:30,870 --> 00:06:33,060
of our three Neuro-Cortex
development teams,
132
00:06:33,130 --> 00:06:35,060
along with Gwen and Miles.
133
00:06:35,140 --> 00:06:36,970
Our first meeting is this evening.
134
00:06:37,050 --> 00:06:39,060
Of course, there will be a chance
135
00:06:39,140 --> 00:06:41,380
for everyone to contribute
to the Neuro-Cortex.
136
00:06:41,390 --> 00:06:44,160
My intention is for all students,
137
00:06:44,240 --> 00:06:47,770
no matter their skill level,
to feel involved.
138
00:06:49,010 --> 00:06:51,079
A development leader
for the Neuro-Cortex?
139
00:06:51,080 --> 00:06:53,340
This is huge.
140
00:06:53,410 --> 00:06:55,079
This could set me on track
for top colleges.
141
00:06:55,080 --> 00:06:59,840
- I'm thrilled for you.
- Oh. Sorry, Pete.
142
00:06:59,920 --> 00:07:01,089
I wish you got picked, too.
143
00:07:01,090 --> 00:07:04,610
- We'd have a blast.
- I can't blame Ock.
144
00:07:04,680 --> 00:07:07,030
I haven't been focusing
on school like I should.
145
00:07:07,110 --> 00:07:07,949
All I was thinking about
during class
146
00:07:07,950 --> 00:07:10,204
was finding Carolyn Trainer.
147
00:07:10,239 --> 00:07:13,710
You got to find a better
school-life balance, buddy.
148
00:07:13,780 --> 00:07:16,100
Tell you what. After
the Neuro-Cortex meeting,
149
00:07:16,135 --> 00:07:16,974
I'll help you track her down.
150
00:07:16,975 --> 00:07:21,200
- Deal?
- Deal. Thanks, Miles.
151
00:07:21,280 --> 00:07:24,050
- [Peter] Can we talk, Mr. Jameson?
- In 11 seconds, kid.
152
00:07:24,130 --> 00:07:26,220
The footage I gave you
of Spider-Man.
153
00:07:26,300 --> 00:07:28,709
You're not being truthful with it.
He's a hero.
154
00:07:28,710 --> 00:07:33,040
You see a hero, I see a masked
vigilante with no skills,
155
00:07:33,120 --> 00:07:33,984
who doesn't answer to anyone.
156
00:07:33,985 --> 00:07:38,230
Iron Man, Captain America...
now, those are real heroes.
157
00:07:38,310 --> 00:07:40,140
We know their names.
We know where they live.
158
00:07:40,220 --> 00:07:41,664
Why does Spider-Man wear a mask?
159
00:07:41,665 --> 00:07:44,740
- Who is he? What's he hiding?
- Maybe he's a...
160
00:07:44,820 --> 00:07:46,630
Well, trying to protect
his family or something.
161
00:07:46,650 --> 00:07:48,410
Weak excuse.
162
00:07:48,490 --> 00:07:49,989
The public needs
to wake up to the truth
163
00:07:49,990 --> 00:07:52,080
about this costumed menace,
164
00:07:52,160 --> 00:07:53,844
and I'm just the man
to make that happen.
165
00:07:53,845 --> 00:07:57,649
Then...
I can't sell you any more footage.
166
00:07:57,650 --> 00:07:59,014
Ha. Your choice, kid.
167
00:07:59,015 --> 00:08:01,830
You don't do it, I'll find
somebody else who will.
168
00:08:01,910 --> 00:08:03,610
You know where the door is.
169
00:08:06,320 --> 00:08:07,319
[Spider-Man] Hey, Miles.
170
00:08:07,320 --> 00:08:09,489
I tracked those crystals
Carolyn Trainer was looking for
171
00:08:09,490 --> 00:08:11,270
to a warehouse by the river.
172
00:08:11,340 --> 00:08:14,089
But I've been staking it out
for hours, and she's a no-show.
173
00:08:14,090 --> 00:08:17,200
I wouldn't bother coming.
Looks like this is a bust.
174
00:08:17,830 --> 00:08:21,780
- Whoa! I lied!
- Hello, little bug.
175
00:08:21,850 --> 00:08:23,499
I was hoping we'd meet again
176
00:08:23,500 --> 00:08:27,690
so I could make you pay for your
crimes against Ock's genius!
177
00:08:30,100 --> 00:08:31,599
You have the worst social skills.
178
00:08:31,600 --> 00:08:35,880
Ah-ah-ah! Not so.
Look how many friends I've made.
179
00:08:35,940 --> 00:08:39,020
Okay, I admit
I made them in my workshop,
180
00:08:39,055 --> 00:08:40,780
but that still counts, right?
181
00:08:40,850 --> 00:08:43,393
Octobots, attack!
182
00:08:43,428 --> 00:08:46,096
[grunting]
183
00:08:46,950 --> 00:08:50,790
Ow! Aren't you supposed to keep
dangerous pets on a leash?
184
00:08:50,860 --> 00:08:55,120
Leash these little cuties?
Aw, no way.
185
00:08:55,200 --> 00:08:59,130
And get this. I programmed them
with Ock's superior tactics.
186
00:08:59,210 --> 00:09:02,229
[giggles] It's almost like fighting
with the original Doc Ock, right?
187
00:09:02,230 --> 00:09:05,303
Only they aren't constantly
talking about how smart they are.
188
00:09:05,338 --> 00:09:08,230
Ha! Otto does do that.
189
00:09:08,310 --> 00:09:10,730
I love it. He's so
unhindered by modesty.
190
00:09:10,810 --> 00:09:15,413
Play nice while Mommy
acquires the stolen goods.
191
00:09:15,448 --> 00:09:17,445
[Spider-Man grunting]
192
00:09:19,560 --> 00:09:22,490
Wait.
You guys do teamwork?
193
00:09:22,560 --> 00:09:24,260
That's nothing like
the original Doc Ock!
194
00:09:28,070 --> 00:09:30,490
Oh, my, Octobots.
195
00:09:30,570 --> 00:09:32,270
[grunts]
What big teeth you have.
196
00:09:39,910 --> 00:09:41,610
How about you chew on this?
197
00:09:43,510 --> 00:09:45,520
Face it, web-head,
198
00:09:45,600 --> 00:09:49,920
now that there's a whole Ock
family, you're all washed up.
199
00:09:49,955 --> 00:09:51,700
"Washed up"?
What do you mean by...
200
00:09:51,770 --> 00:09:54,420
Aah! [Grunts]
201
00:09:54,430 --> 00:09:56,260
Whaah!
202
00:09:56,295 --> 00:09:59,360
[laughing]
203
00:10:02,270 --> 00:10:05,691
I am so glad no one
was there to see that.
204
00:10:06,290 --> 00:10:07,990
Ohh.
205
00:10:09,940 --> 00:10:11,279
[sighs] I shouldn't have
told you not to come.
206
00:10:11,280 --> 00:10:12,789
I could have used your help.
207
00:10:12,790 --> 00:10:16,200
- Did you get my voice mail?
- Uh, no. Sorry.
208
00:10:16,280 --> 00:10:17,949
I just went home and fell asleep.
209
00:10:17,950 --> 00:10:19,539
Brainstorming
on the Neuro-Cortex
210
00:10:19,540 --> 00:10:21,780
was amazing but exhausting.
211
00:10:21,790 --> 00:10:24,950
I barely remember going home.
I woke up in my clothes.
212
00:10:24,960 --> 00:10:28,049
- For real?
- Ah, don't worry. I changed.
213
00:10:28,050 --> 00:10:30,400
Uh, not that.
214
00:10:30,480 --> 00:10:33,070
Carolyn Trainer doesn't
have a criminal record,
215
00:10:33,150 --> 00:10:34,960
but Ock said they had
cells next to each other.
216
00:10:34,980 --> 00:10:36,910
Why would she be behind bars?
217
00:10:36,980 --> 00:10:40,740
She's just a researcher with a
PhD in electrical engineering.
218
00:10:40,820 --> 00:10:43,395
Having very little
common sense apparently
219
00:10:43,396 --> 00:10:45,970
didn't stop her from
getting an advanced degree.
220
00:10:45,980 --> 00:10:47,309
Another thing about her...
221
00:10:47,310 --> 00:10:51,143
she buys her Octobot parts
at a hardware store.
222
00:10:51,178 --> 00:10:54,740
I recognize almost all these
components from my projects.
223
00:10:54,820 --> 00:10:58,798
- Time for the Spider-men to go to work?
- Ah, can't.
224
00:10:58,833 --> 00:11:02,010
We have another Neuro-Cortex
development meeting this afternoon.
225
00:11:02,080 --> 00:11:05,395
But call me if you need help later.
This time I'll pick up.
226
00:11:06,660 --> 00:11:10,110
- Pete, can I have a word?
- Hey, Max.
227
00:11:10,180 --> 00:11:14,170
- Uh, is the word "tuition"?
- Yeah. Sorry.
228
00:11:14,205 --> 00:11:15,930
I've pushed the board
as far as they can go.
229
00:11:16,010 --> 00:11:18,930
If the office doesn't have
a payment by tomorrow,
230
00:11:19,010 --> 00:11:20,029
they will give your spot
here at Horizon
231
00:11:20,030 --> 00:11:25,001
- to someone on the wait list.
- I understand. I'll find a way.
232
00:11:27,020 --> 00:11:29,022
Tony Stark had the right idea.
233
00:11:29,057 --> 00:11:31,940
Become a billionaire,
then become a superhero.
234
00:11:32,020 --> 00:11:34,780
But while I'm trying to find
a way to pay for my tuition,
235
00:11:34,860 --> 00:11:38,891
I might as well find where Carolyn
Trainer buys her spare parts.
236
00:11:39,200 --> 00:11:42,049
But what am I gonna do, ask
the clerks if they've ever seen
237
00:11:42,050 --> 00:11:44,633
a bizarre customer
with octopus arms?
238
00:11:44,668 --> 00:11:48,700
Wait. A seafood restaurant
next to a hardware store?
239
00:11:48,710 --> 00:11:50,650
No. She wouldn't.
240
00:11:50,720 --> 00:11:53,631
That would be way too obvious.
Right?
241
00:11:55,400 --> 00:11:56,899
[Carolyn grumbles]
242
00:11:56,900 --> 00:12:00,550
What on earth could that
genius be planning, you guys?
243
00:12:00,585 --> 00:12:02,776
These crystals appear inert.
244
00:12:02,811 --> 00:12:05,000
I don't yet see what he
could possibly need them for.
245
00:12:05,070 --> 00:12:07,150
- And I thought you were kidding...
- Hmm?
246
00:12:07,220 --> 00:12:08,973
when you said these things
were your friends.
247
00:12:09,008 --> 00:12:12,490
- Ugh. Creepy.
- Uhh! Oh, you pest!
248
00:12:12,560 --> 00:12:15,148
Octobots, attack!
249
00:12:17,400 --> 00:12:19,830
Listen, guys, pro tip...
250
00:12:19,900 --> 00:12:21,499
when I first got
into villain busting,
251
00:12:21,500 --> 00:12:24,070
- I was always way over my head.
- Huh?
252
00:12:24,105 --> 00:12:25,579
But now, as an experienced
second-year hero,
253
00:12:25,580 --> 00:12:28,676
I've learned the importance of...
254
00:12:31,100 --> 00:12:35,530
- being prepared.
- [gasps] My little Ottos!
255
00:12:35,600 --> 00:12:38,401
What has that maniac
done to you?!
256
00:12:38,436 --> 00:12:41,420
You're the one trying to team up
with a reformed super villain,
257
00:12:41,430 --> 00:12:42,939
but I'm the maniac.
258
00:12:42,940 --> 00:12:45,700
"Reformed"?
Ha! As if.
259
00:12:45,780 --> 00:12:50,120
Otto hasn't revealed all
the steps of his plan to me,
260
00:12:50,190 --> 00:12:52,190
but he promised
that if I follow his orders,
261
00:12:52,270 --> 00:12:55,688
- we'll rule this city together.
- Together.
262
00:12:55,723 --> 00:12:57,620
Have you even met Ock?
263
00:12:57,700 --> 00:13:00,130
Sharing isn't exactly
his strong suit.
264
00:13:00,200 --> 00:13:02,440
Besides, Otto gave
your name to the police.
265
00:13:02,450 --> 00:13:04,890
He's collaborating
with them and not you.
266
00:13:04,970 --> 00:13:06,539
I know that's not true.
267
00:13:06,540 --> 00:13:09,790
Are you suggesting
Otto broke our promise?
268
00:13:09,825 --> 00:13:12,566
Are you calling him a liar?
269
00:13:12,790 --> 00:13:16,139
One of you is lying.
Time to find out which one.
270
00:13:16,140 --> 00:13:17,960
By the way, say hello
to the cops for me.
271
00:13:17,995 --> 00:13:19,695
I'll be sending them right over.
272
00:13:22,970 --> 00:13:25,980
Fortunately,
it'll be easy to find Ock.
273
00:13:26,060 --> 00:13:28,560
The Neuro-Cortex Club
is still in session.
274
00:13:28,640 --> 00:13:31,140
Okay. Creepy much?
275
00:13:31,175 --> 00:13:33,420
Locked door, eerie lighting.
276
00:13:33,490 --> 00:13:35,290
What kind of a school
project meeting is this?
277
00:13:36,240 --> 00:13:37,940
What?
278
00:13:41,320 --> 00:13:44,670
[Doc Ock] I know it might
appear frightening, Spider-Man,
279
00:13:44,750 --> 00:13:47,490
but that's often what real
progress looks like.
280
00:13:47,525 --> 00:13:50,995
Octavius. What are you doing
to these students?
281
00:13:54,500 --> 00:13:57,170
What I'm doing to them
is irrelevant.
282
00:13:57,205 --> 00:14:01,780
What they are doing for me
will change the world forever.
283
00:14:01,860 --> 00:14:04,323
Your little experiment ends now.
284
00:14:04,358 --> 00:14:05,620
[grunting]
285
00:14:05,690 --> 00:14:08,790
Whoa!
Do not do that, Spider-Man!
286
00:14:08,860 --> 00:14:12,109
- Wait. How?
- I told everyone
287
00:14:12,110 --> 00:14:14,884
the potential of the
Neuro-Cortex was limitless,
288
00:14:14,885 --> 00:14:18,363
and behold, it has enabled me
to unlock the most important
289
00:14:18,364 --> 00:14:22,341
force in the world...
my own mind!
290
00:14:23,615 --> 00:14:26,585
Aah!
291
00:14:30,830 --> 00:14:32,730
Didn't know you were
into magic tricks.
292
00:14:35,960 --> 00:14:38,559
How are you doing all this?
Whoa.
293
00:14:40,300 --> 00:14:41,899
Some would call them
telekinetic powers...
294
00:14:41,900 --> 00:14:45,140
mentally manipulating
quantum entanglement.
295
00:14:45,220 --> 00:14:47,810
Einstein called it
"spooky action at a distance."
296
00:14:47,890 --> 00:14:51,315
But I call it the future!
297
00:14:51,890 --> 00:14:54,216
Not one I want to live in.
298
00:14:54,251 --> 00:14:57,500
Did you know that the neurons
in the human brain
299
00:14:57,580 --> 00:15:00,150
can send dozens
of signals per second?
300
00:15:00,230 --> 00:15:04,889
Oh, yeah?
Fascinating, Dr. Irrelevant. Point?
301
00:15:05,740 --> 00:15:08,010
Uhh! You are fast, Spider-Man,
302
00:15:08,090 --> 00:15:09,790
but not faster
than the speed of thought.
303
00:15:09,830 --> 00:15:14,170
The students' brains
are acting as parallel processors,
304
00:15:14,240 --> 00:15:17,340
helping the Neuro-Cortex
process quantum software
305
00:15:17,410 --> 00:15:20,360
that pushes my genius
to the very limit!
306
00:15:20,430 --> 00:15:23,750
You can't just use their neural
pathways like computer circuits.
307
00:15:23,785 --> 00:15:25,259
That could fry their minds.
308
00:15:25,260 --> 00:15:26,919
Aah! [Gwen screaming]
309
00:15:26,920 --> 00:15:30,030
- Aah!
- A small sacrifice
310
00:15:30,110 --> 00:15:32,930
to take human existence
to the next level.
311
00:15:32,965 --> 00:15:37,289
The physical shall
limit me no longer. Yaah!
312
00:15:41,270 --> 00:15:45,029
Those arms were fused to you.
They were impossible to remove.
313
00:15:45,030 --> 00:15:47,030
Nothing is impossible to me now.
314
00:15:47,110 --> 00:15:50,110
Max Modell, Norman Osborn...
315
00:15:50,145 --> 00:15:52,780
none of them could see
my true brilliance.
316
00:15:52,815 --> 00:15:55,560
They laughed at me.
Who is laughing now?
317
00:15:55,640 --> 00:16:00,528
Imagine a world run by my mind.
The perfect world!
318
00:16:00,563 --> 00:16:02,720
You were lying to everybody.
319
00:16:02,790 --> 00:16:05,890
Wait.
The wild pack, Carolyn Trainer.
320
00:16:05,960 --> 00:16:07,494
What about
those stolen crystals?
321
00:16:07,495 --> 00:16:11,630
- That was all you?
- Hmm. Brilliant, wasn't it?
322
00:16:11,640 --> 00:16:16,590
I played everyone like
chess pieces, including you.
323
00:16:21,980 --> 00:16:24,665
Carolyn Trainer was only a tool
324
00:16:24,700 --> 00:16:28,545
keeping you busy while I
reached my true potential.
325
00:16:28,924 --> 00:16:31,749
[grunts]
326
00:16:31,750 --> 00:16:36,580
You used me?
Otto, how could you?
327
00:16:36,660 --> 00:16:38,490
I didn't wind up
in prison by accident.
328
00:16:38,500 --> 00:16:41,362
I hacked the system
and falsified my own conviction
329
00:16:41,397 --> 00:16:44,790
just to meet you.
You said we would be together!
330
00:16:44,870 --> 00:16:47,780
I did everything you asked of me!
331
00:16:47,850 --> 00:16:51,670
You served my purpose
for a while, Carolyn.
332
00:16:51,680 --> 00:16:55,802
That is more than most.
Be content with that.
333
00:17:00,350 --> 00:17:02,780
[shouting]
334
00:17:02,850 --> 00:17:04,550
Uhh!
335
00:17:09,380 --> 00:17:11,190
Yaah!
336
00:17:11,225 --> 00:17:12,925
- Uhh!
- Aah!
337
00:17:21,040 --> 00:17:24,108
Miles. Tell me you can hear me.
338
00:17:25,060 --> 00:17:27,917
Miles, please. [Grunting]
I need your help!
339
00:17:28,572 --> 00:17:31,549
Gwen! Anya!
Take back control.
340
00:17:31,700 --> 00:17:35,130
- You have to fight him.
- Aah!
341
00:17:36,890 --> 00:17:38,209
Hah!
342
00:17:38,210 --> 00:17:39,910
Yaah!
343
00:17:43,380 --> 00:17:46,049
What?
Did I do that?
344
00:17:46,050 --> 00:17:48,584
They're fighting back.
[Gwen, Anya, Miles grunting]
345
00:17:48,585 --> 00:17:52,230
- Then let's help them.
- Now, that's using your brain.
346
00:17:52,310 --> 00:17:54,490
They hit him mentally,
we hit him physically.
347
00:17:54,570 --> 00:17:57,980
How? This is impossible!
348
00:17:58,060 --> 00:17:59,760
Aah!
349
00:18:02,750 --> 00:18:07,250
[slow-motion screaming]
[music]
350
00:18:13,000 --> 00:18:14,700
[man gasps]
351
00:18:15,910 --> 00:18:18,307
This city. Am I right?
352
00:18:19,170 --> 00:18:22,500
They're okay, just unconscious.
353
00:18:22,580 --> 00:18:24,280
Well, can't say the same
for Otto.
354
00:18:24,340 --> 00:18:27,383
He's alive,
but this is a deep coma.
355
00:18:30,610 --> 00:18:35,370
[siren approaching] Ohh. I knew
the police would find me again.
356
00:18:35,450 --> 00:18:37,240
Do you know how hard it was
to escape from them?
357
00:18:37,260 --> 00:18:40,870
No, I don't, but I do know
I couldn't have done this
358
00:18:40,950 --> 00:18:42,529
without your help tonight.
359
00:18:42,530 --> 00:18:46,194
Maybe it's time to admit
you're a terrible super villain.
360
00:18:47,120 --> 00:18:49,290
Ock was so inspiring.
[Sighs]
361
00:18:49,370 --> 00:18:53,220
He made me feel like I
belonged to something greater.
362
00:18:53,300 --> 00:18:56,018
But it was all a lie.
363
00:18:58,040 --> 00:19:01,290
It's not too late to make
a difference, Carolyn.
364
00:19:01,325 --> 00:19:03,290
If you get a second chance,
365
00:19:03,325 --> 00:19:05,700
don't blow it
like Otto Octavius did.
366
00:19:12,470 --> 00:19:16,060
[groans]
367
00:19:16,140 --> 00:19:19,621
- I missed something, didn't I?
- Miles.
368
00:19:19,656 --> 00:19:22,420
Pete's been telling us a story
that's hard to believe.
369
00:19:22,490 --> 00:19:24,250
Doc Ock with telekinetic powers?
370
00:19:24,330 --> 00:19:28,819
- Do you remember any of this?
- No. I just...
371
00:19:28,820 --> 00:19:32,854
I think I dreamt about
Spider-Man. He needed help.
372
00:19:32,855 --> 00:19:36,509
Apparently, he came to save
you guys from Ock last night,
373
00:19:36,510 --> 00:19:38,670
but you ended up saving him.
374
00:19:38,750 --> 00:19:41,940
Well, that part sounds believable.
375
00:19:42,010 --> 00:19:45,100
[laughter]
376
00:19:45,180 --> 00:19:46,940
The three of you
are the lucky ones.
377
00:19:47,020 --> 00:19:49,170
Ock tried to expand his mind,
378
00:19:49,205 --> 00:19:52,200
but it looks like he overloaded it.
379
00:19:55,930 --> 00:19:58,859
Make sure you thank Spider-Man
for letting me see this.
380
00:19:58,860 --> 00:20:03,120
I'm putting much stricter safeguards
on the use of the Neuro-Cortex.
381
00:20:03,200 --> 00:20:05,680
I never should have let Otto near it.
382
00:20:05,690 --> 00:20:08,190
To be fair,
Otto had everyone fooled.
383
00:20:08,225 --> 00:20:09,779
But he did prove one thing...
384
00:20:09,780 --> 00:20:13,485
the Neuro-Cortex does have
potential for truly amazing things.
385
00:20:13,520 --> 00:20:17,255
Amazing things I really want
you to be a part of, Peter.
386
00:20:19,530 --> 00:20:22,039
[Jameson laughs]
Fantastic, kid.
387
00:20:22,040 --> 00:20:24,370
I'm glad you changed your mind.
388
00:20:24,405 --> 00:20:26,774
In fact, why don't I
put you on retainer?
389
00:20:26,809 --> 00:20:28,650
Keep bringing me
this kind of material,
390
00:20:28,730 --> 00:20:32,390
- and you'll have a regular job here.
- Yes, sir, Mr. Jameson.
391
00:20:32,470 --> 00:20:34,300
Maybe this'll help you
up your game, Brock.
392
00:20:34,380 --> 00:20:36,490
A little competition
from a school kid
393
00:20:36,570 --> 00:20:39,640
could push you to do some
good work once in a while.
394
00:20:39,720 --> 00:20:42,733
Uh... [chuckles]
395
00:20:48,060 --> 00:20:50,000
There you are.
396
00:20:50,080 --> 00:20:52,899
Guys, you shouldn't have to
be the ones to clean up the lab
397
00:20:52,900 --> 00:20:55,473
where a teacher-slash-
super villain went ballistic.
398
00:20:55,508 --> 00:20:58,830
It's what we have to do
if we want to get back to work.
399
00:20:58,910 --> 00:21:00,630
The Neuro-Cortex isn't
gonna develop itself.
400
00:21:00,660 --> 00:21:04,680
All right. Well, if this is where
the party is, then I'll help out.
401
00:21:04,760 --> 00:21:07,392
You have a weird definition of "party."
402
00:21:07,427 --> 00:21:09,860
It might not be the social
event of the year,
403
00:21:09,930 --> 00:21:12,670
but I'm cool
wherever you guys are.
404
00:21:12,750 --> 00:21:15,250
When I came to Horizon,
I didn't know anyone,
405
00:21:15,260 --> 00:21:18,030
and now I can't imagine
life without you.
406
00:21:18,110 --> 00:21:21,020
I thought you were here to clean,
not get all sappy on us.
407
00:21:21,090 --> 00:21:23,040
I'm sorry about
what happened with Otto.
408
00:21:23,110 --> 00:21:24,779
But the good news...
409
00:21:24,780 --> 00:21:27,892
he won't be causing us
any more grief this year.
410
00:21:28,440 --> 00:21:32,447
[chatter]
[whirring]
411
00:21:33,304 --> 00:21:37,683
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412
00:21:37,733 --> 00:21:42,283
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