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Would you like to inspect the original subtitles? These are the user uploaded subtitles that are being translated: 1 00:00:01,031 --> 00:00:02,568 My name is Peter Parker. 2 00:00:02,966 --> 00:00:04,799 I used to be Spider-Man. 3 00:00:04,835 --> 00:00:07,369 I busted bad guys. I trained with S.H.I.E.L.D. 4 00:00:07,404 --> 00:00:09,404 I teamed up with the Avengers. 5 00:00:09,439 --> 00:00:11,406 I even saved the world a few times. 6 00:00:11,441 --> 00:00:12,674 That's all over now. 7 00:00:12,709 --> 00:00:15,310 I accidentally led the world's greatest heroes 8 00:00:15,345 --> 00:00:18,413 right into a trap by Doc Ock and his Superior Sinister Six. 9 00:00:18,448 --> 00:00:20,515 Then Ock threatened my Aunt May's life, 10 00:00:20,550 --> 00:00:23,318 forcing me to take a serum that drained my super powers. 11 00:00:23,353 --> 00:00:26,488 With great power comes great responsibility, 12 00:00:26,523 --> 00:00:28,423 and the responsible thing to do... 13 00:00:28,458 --> 00:00:30,358 Was to stop being Spider-Man. 14 00:00:30,394 --> 00:00:32,327 You got what you wanted, Ock. 15 00:00:32,362 --> 00:00:33,628 I don't have my powers anymore. 16 00:00:33,664 --> 00:00:35,597 Yes, but I don't know if you comprehend 17 00:00:35,632 --> 00:00:37,632 the extent of my victory. (SCREAMS) 18 00:00:39,603 --> 00:00:42,504 DR. OCTOPUS: Take a closer view of your handiwork. 19 00:00:42,539 --> 00:00:43,571 Look at them. 20 00:00:43,607 --> 00:00:46,341 The heroes at my mercy. 21 00:00:46,376 --> 00:00:50,378 And as they make valiant but futile attempts to gain freedom, 22 00:00:50,414 --> 00:00:54,382 know that this is all your fault. 23 00:00:54,418 --> 00:00:56,484 I am certain they now regret 24 00:00:56,520 --> 00:00:59,354 never respecting my true genius. 25 00:00:59,389 --> 00:01:01,690 But since that impenetrable hard light shell 26 00:01:01,725 --> 00:01:03,625 is collapsing in on them, 27 00:01:03,660 --> 00:01:07,295 they will not have time to regret it for long. 28 00:01:07,330 --> 00:01:10,398 Where are your groan-worthy jokes now? 29 00:01:10,434 --> 00:01:13,401 You do not care to quip as your friends are crushed? 30 00:01:13,437 --> 00:01:14,703 I have nothing to say to you, Ock. 31 00:01:14,738 --> 00:01:17,539 Nor would I care to listen if you did. 32 00:01:17,574 --> 00:01:20,475 For without powers, Peter Parker, 33 00:01:20,510 --> 00:01:23,511 you are nothing. 34 00:01:23,547 --> 00:01:25,380 (LAUGHS) 35 00:01:25,415 --> 00:01:26,748 (GRUNTING) 36 00:01:28,185 --> 00:01:30,814 Sync and corrections by masaca - addic7ed.com - 37 00:01:40,831 --> 00:01:45,834 Even you cannot deny the brilliance of this plan which I have set in motion. 38 00:01:45,869 --> 00:01:47,836 You think you're the first person to bully me, Ock? 39 00:01:47,871 --> 00:01:50,138 Bully? How dare you! 40 00:01:50,173 --> 00:01:52,173 It is I who have been bullied, 41 00:01:52,209 --> 00:01:56,044 pushed around by those unable to appreciate my genius. 42 00:01:56,079 --> 00:01:58,013 (GRUNTING) But I have now proven myself 43 00:01:58,048 --> 00:02:00,715 to be the greatest mind in the world! 44 00:02:00,751 --> 00:02:03,018 Stop! What are you doing to him? 45 00:02:03,053 --> 00:02:07,122 My dear lady, I'm not going to do anything to your nephew. 46 00:02:07,157 --> 00:02:10,759 Or else he would already be under that dome. (YELLS) 47 00:02:10,994 --> 00:02:12,160 (GROANS) 48 00:02:12,195 --> 00:02:15,764 I have already destroyed Spider-Man. 49 00:02:15,799 --> 00:02:19,100 Who cares what happens to Peter Parker? 50 00:02:19,136 --> 00:02:21,770 You once brought down the Sinister Six 51 00:02:21,805 --> 00:02:23,905 almost entirely by yourself. 52 00:02:23,941 --> 00:02:26,648 But do you know what's going to defeat you now? 53 00:02:27,811 --> 00:02:29,878 A locked door. 54 00:02:29,913 --> 00:02:31,046 (LAUGHS) 55 00:02:31,982 --> 00:02:33,949 (GRUNTS) 56 00:02:35,852 --> 00:02:37,185 Oh, Ock's right. 57 00:02:37,220 --> 00:02:39,788 Without my spider strength, I'm useless. 58 00:02:39,856 --> 00:02:42,090 I've doomed my friends, and it's all my fault. 59 00:02:42,125 --> 00:02:44,192 I was never cut out to be a hero. 60 00:02:44,227 --> 00:02:46,795 Some graduation day this turned out to be. 61 00:02:46,830 --> 00:02:48,096 Speaking of graduation... 62 00:02:50,133 --> 00:02:51,166 Now's not the time. 63 00:02:51,201 --> 00:02:53,768 Just open it. For me. 64 00:02:56,873 --> 00:02:58,840 My original web shooters? Mmm-hmm. 65 00:02:58,875 --> 00:03:00,041 It took me months to clean them up, 66 00:03:00,077 --> 00:03:01,843 but they're in perfect condition. 67 00:03:01,878 --> 00:03:03,845 Sure, they don't do all the fancy stuff 68 00:03:03,880 --> 00:03:05,180 your S.H.I.E.L.D. web shooters do, 69 00:03:05,215 --> 00:03:07,315 but in a way, they're much better. 70 00:03:07,350 --> 00:03:08,349 How's that? 71 00:03:08,385 --> 00:03:11,544 Because you made them, Peter. Alone. 72 00:03:11,755 --> 00:03:13,088 You didn't get your intelligence, 73 00:03:13,123 --> 00:03:15,023 your imagination, or your strength of will 74 00:03:15,058 --> 00:03:17,158 from a radioactive spider bite. 75 00:03:19,930 --> 00:03:21,129 I forgot how good these felt. 76 00:03:21,164 --> 00:03:23,765 Long before you were the Ultimate Spider-Man, 77 00:03:23,800 --> 00:03:25,834 you were the ultimate Peter Parker. 78 00:03:25,869 --> 00:03:27,035 Hold on. 79 00:03:30,941 --> 00:03:32,841 Maybe there's another way. 80 00:03:32,876 --> 00:03:35,506 I know that look. You just got an idea. 81 00:03:35,507 --> 00:03:37,078 Possibly. Oscorp. 82 00:03:37,114 --> 00:03:39,848 I didn't see Norman down at the graduation, he... 83 00:03:39,883 --> 00:03:43,084 He must still be in his lab. If I could get there, he could help me. 84 00:03:43,120 --> 00:03:45,854 - Oh, but I... - I don't want to hear excuses. 85 00:03:45,889 --> 00:03:48,890 Peter Parker doesn't need spider powers to be a hero. 86 00:03:50,127 --> 00:03:55,063 Even without great power, there's still great responsibility. 87 00:03:55,098 --> 00:03:56,831 Thanks, Aunt May. 88 00:03:56,867 --> 00:04:00,755 Now go save them, Peter. They need Spider-Man. 89 00:04:00,837 --> 00:04:02,395 Yes, ma'am! 90 00:04:11,048 --> 00:04:14,983 No wall-sticking, no spider strength, no problem. (CHUCKLES) 91 00:04:15,018 --> 00:04:16,816 Window washers do this all the... 92 00:04:16,851 --> 00:04:17,691 Whoa! 93 00:04:17,791 --> 00:04:18,791 (SCREAMS) 94 00:04:19,222 --> 00:04:20,722 (GRUNTS) 95 00:04:22,059 --> 00:04:24,538 Just a hiccup. You can do this. 96 00:04:24,828 --> 00:04:26,728 (GRUNTS) 97 00:04:33,904 --> 00:04:35,937 Perfect. The armory. 98 00:04:37,608 --> 00:04:40,098 I'm sure I remember how to use this jetpack... 99 00:04:40,099 --> 00:04:41,810 Oh, whoa! 100 00:04:41,845 --> 00:04:43,178 Not bad, I'm doing just... (GRUNTS) 101 00:04:43,213 --> 00:04:45,780 (YELLS) 102 00:04:46,938 --> 00:04:48,457 Whoa! Vulture? 103 00:04:48,458 --> 00:04:50,451 How does anyone survive without spider-sense? 104 00:04:50,487 --> 00:04:51,452 (SCREECHES) 105 00:04:52,622 --> 00:04:53,954 (YELLS) 106 00:04:53,955 --> 00:04:54,950 (GROANS) 107 00:04:55,041 --> 00:04:56,993 No spider reflexes either. 108 00:04:57,027 --> 00:04:59,027 I am not gonna get used to this. 109 00:04:59,062 --> 00:05:00,261 (SCREECHES) (GROANS) 110 00:05:07,904 --> 00:05:10,939 Vulture! Buddy... I know you're still in there. 111 00:05:10,974 --> 00:05:13,208 I promised to find a cure for what Ock's done to you. 112 00:05:13,243 --> 00:05:15,043 I haven't forgotten about that. 113 00:05:15,078 --> 00:05:16,211 But for now... 114 00:05:19,182 --> 00:05:20,949 You gotta hang tight! 115 00:05:20,984 --> 00:05:22,217 (SCREECHES) 116 00:05:31,962 --> 00:05:32,961 Sorry! 117 00:05:32,996 --> 00:05:34,028 Whoa! 118 00:05:34,064 --> 00:05:35,830 (CRASHES) 119 00:05:35,866 --> 00:05:38,867 Boy, that landing was total garbage. 120 00:05:38,902 --> 00:05:40,969 Well, at least I still have my power to quip. 121 00:05:41,004 --> 00:05:42,855 Oscorp! Yes! 122 00:05:45,909 --> 00:05:48,843 DR. OCTOPUS: Warriors. Magicians. 123 00:05:48,879 --> 00:05:50,945 Asgardians. 124 00:05:50,981 --> 00:05:54,215 Ha! All of you are nothing before me! 125 00:05:54,251 --> 00:05:55,917 Huh? 126 00:05:58,154 --> 00:06:00,788 No! He should be here! 127 00:06:00,824 --> 00:06:02,056 Follow me, Sinister Six. 128 00:06:02,092 --> 00:06:04,826 Doctor Octopus needs to make a house call! 129 00:06:08,865 --> 00:06:10,899 - Norman. - Spider-Man. 130 00:06:10,934 --> 00:06:13,968 I was on the way to your ceremony. Is everything okay? 131 00:06:14,004 --> 00:06:17,138 Ock took away my powers and I need your help to get them back. 132 00:06:17,173 --> 00:06:18,506 You have all his research. 133 00:06:18,541 --> 00:06:20,042 He's been studying me for years. 134 00:06:20,043 --> 00:06:22,944 But Ock's never been able to replicate you. 135 00:06:22,979 --> 00:06:25,813 Yeah, but maybe together, we can. 136 00:06:25,849 --> 00:06:28,016 Either way, we don't have much time. 137 00:06:28,051 --> 00:06:31,953 For such a maniac, Ock certainly kept an organized lab. 138 00:06:31,988 --> 00:06:34,415 We'll to need to process a sample of your DNA. 139 00:06:34,416 --> 00:06:37,201 DNA? In that case... 140 00:06:37,227 --> 00:06:39,160 There's something I need to tell you. 141 00:06:39,195 --> 00:06:40,361 I already know, Peter. 142 00:06:40,396 --> 00:06:43,064 - What? - I recovered my memories. 143 00:06:43,099 --> 00:06:45,199 After everything I did as Goblin, 144 00:06:45,235 --> 00:06:48,202 you were always a friend to Harry, to my family. 145 00:06:48,238 --> 00:06:50,371 Respecting the privacy of your identity 146 00:06:50,406 --> 00:06:54,208 was my way of trying to reciprocate that friendship. 147 00:06:54,244 --> 00:06:56,077 Wow. Thanks, Norman. 148 00:06:57,213 --> 00:06:58,312 Huh? 149 00:07:06,189 --> 00:07:07,063 Whoa! 150 00:07:07,064 --> 00:07:09,824 This must be where Ock harvested the DNA for his experiments. 151 00:07:10,360 --> 00:07:12,126 No wonder he hid it. 152 00:07:13,496 --> 00:07:16,430 NORMAN: No... It couldn't be! 153 00:07:16,466 --> 00:07:18,232 It was under my nose all along. 154 00:07:18,268 --> 00:07:20,368 Peter, this is the spider. 155 00:07:20,403 --> 00:07:23,237 - What spider? - The spider! 156 00:07:23,273 --> 00:07:26,107 The original radioactive arachnid that bit you. 157 00:07:26,142 --> 00:07:27,575 Ock must have recovered it. 158 00:07:27,610 --> 00:07:31,212 Clearly, its radiological exposure lengthened its telomeric structure, 159 00:07:31,247 --> 00:07:33,347 granting it a longer life. 160 00:07:33,383 --> 00:07:36,150 Another bite should give you your powers back. 161 00:07:38,521 --> 00:07:41,222 Yeah, just pretend I'm a nice juicy fly and... 162 00:07:41,257 --> 00:07:42,490 Ouch! 163 00:07:42,525 --> 00:07:45,293 You didn't have to pretend that hard! 164 00:07:45,328 --> 00:07:49,363 Wait... Do I feel something happening? 165 00:07:49,399 --> 00:07:52,433 With your history, your powers should return immediately... 166 00:07:52,468 --> 00:07:54,368 (GRUNTS) 167 00:07:58,474 --> 00:08:00,341 Norman, old friend. 168 00:08:00,376 --> 00:08:02,792 I was hoping you'd be at the graduation, 169 00:08:02,793 --> 00:08:04,368 but this is better. 170 00:08:04,414 --> 00:08:08,216 Now I can handle your destruction personally. 171 00:08:08,251 --> 00:08:10,351 (GROANS) 172 00:08:12,255 --> 00:08:13,321 Spider-Man? 173 00:08:14,157 --> 00:08:16,190 My team, attack. 174 00:08:17,160 --> 00:08:18,893 (GRUNTS) (GROWLS) 175 00:08:18,928 --> 00:08:21,568 Hate to be the bearer of great news, for me, 176 00:08:21,569 --> 00:08:23,397 but your game ends now, Ock! 177 00:08:23,433 --> 00:08:24,433 (GROANS) 178 00:08:24,434 --> 00:08:26,101 Ow. 179 00:08:26,102 --> 00:08:28,402 You were saying, Parker? 180 00:08:28,438 --> 00:08:29,355 (GROANS) 181 00:08:29,380 --> 00:08:32,130 My powers. It didn't work! 182 00:08:35,278 --> 00:08:37,244 SPIDER-MAN: My powers aren't back! 183 00:08:37,546 --> 00:08:39,280 Run! 184 00:08:39,315 --> 00:08:40,281 (GRUNTS) (YELLS) 185 00:08:43,185 --> 00:08:44,318 (RHINO GRUNTS) 186 00:08:46,389 --> 00:08:47,488 (STRUGGLING) 187 00:08:55,264 --> 00:08:58,132 COMPUTERIZED VOICE: Accessing subterranean laboratory nine. 188 00:08:58,167 --> 00:09:00,200 SPIDER-MAN: So, beneath your secret lab 189 00:09:00,236 --> 00:09:02,336 you have another, super-secret lab? 190 00:09:02,371 --> 00:09:04,471 I'm Norman Osborn. I have many labs 191 00:09:04,507 --> 00:09:08,509 shrouded in various levels of secrecy. 192 00:09:08,544 --> 00:09:11,115 This place won't keep the Sinister Six out for long. 193 00:09:11,116 --> 00:09:12,246 We have to hurry. 194 00:09:12,281 --> 00:09:14,888 Does it appear that I am dilly-dallying? 195 00:09:16,319 --> 00:09:18,152 (BEEPING) 196 00:09:19,689 --> 00:09:22,657 Why am I seeing these DNA-RNA variations? 197 00:09:22,692 --> 00:09:25,760 - Could it be... - Whoa! 198 00:09:25,795 --> 00:09:28,696 Looks like after all these years being Spider-Man, 199 00:09:28,731 --> 00:09:31,766 I built up a resistance to the irradiated spider venom. 200 00:09:31,801 --> 00:09:33,732 Gotta get past this. 201 00:09:33,770 --> 00:09:35,703 (RHINO GRUNTING) 202 00:09:38,474 --> 00:09:43,143 What is the purpose of having a rhino on my team if he cannot defeat a door? 203 00:09:43,179 --> 00:09:45,179 Why are we trying to open the front door... 204 00:09:47,416 --> 00:09:49,809 When we can bring down the whole house? 205 00:09:50,286 --> 00:09:54,021 (ELECTRICITY CRACKLING) (ALL GRUNTING) 206 00:09:54,056 --> 00:09:57,191 Yes. Let's not only crush Parker, 207 00:09:57,226 --> 00:10:01,195 let's destroy the very icon of my hated rival, 208 00:10:01,230 --> 00:10:03,364 Norman Osborn. 209 00:10:07,270 --> 00:10:09,203 You must hurry, Spider-Man. 210 00:10:09,238 --> 00:10:11,238 Does it look like I'm dilly-dallying? 211 00:10:11,274 --> 00:10:14,441 I've created an algorithm that's running all the variants on the spider's venom 212 00:10:14,477 --> 00:10:17,144 to see if there's a version I'm not immune to. 213 00:10:17,179 --> 00:10:19,246 (BEEPS) 214 00:10:19,282 --> 00:10:21,215 I knew you were intelligent, Peter. 215 00:10:21,250 --> 00:10:23,250 But this... This is genius. 216 00:10:25,054 --> 00:10:26,020 (BOTH GROAN) 217 00:10:26,389 --> 00:10:27,788 Wait a minute. 218 00:10:27,824 --> 00:10:30,057 My DNA profile has this anomaly. 219 00:10:30,393 --> 00:10:33,227 - Could that be... - It has to be. 220 00:10:33,262 --> 00:10:35,496 The variants in your blood are extremely rare. 221 00:10:35,531 --> 00:10:39,133 That's why Ock had such a hard time replicating your powers. 222 00:10:39,168 --> 00:10:42,136 It wasn't just the spider that was special, Peter. 223 00:10:42,171 --> 00:10:45,205 It was you. It was always you. 224 00:10:48,110 --> 00:10:50,248 Well, let's hope it still is. 225 00:10:50,713 --> 00:10:52,626 Here goes... Huh? 226 00:10:55,484 --> 00:10:58,118 (RHINO YELLS) 227 00:10:58,154 --> 00:11:02,990 Sinister Six, it is time to enjoy this spectacle from a safer position. 228 00:11:08,364 --> 00:11:10,030 (ALL GRUNT) 229 00:11:15,938 --> 00:11:19,140 Isn't it fitting that both of my enemies were destroyed 230 00:11:19,375 --> 00:11:23,110 by the very building that brought us all together? 231 00:11:23,145 --> 00:11:25,412 (GRUNTS) 232 00:11:25,448 --> 00:11:27,147 I know what you're thinking, Ock. 233 00:11:28,517 --> 00:11:30,451 With as many lives as I seem to have, 234 00:11:30,486 --> 00:11:32,252 why don't they call me "Cat-Man"? 235 00:11:32,288 --> 00:11:34,321 Admit it, that's what you were thinking. 236 00:11:34,357 --> 00:11:35,422 (GRUNTS) 237 00:11:35,458 --> 00:11:37,491 (ALL GROANING) 238 00:11:37,526 --> 00:11:41,030 I am only thinking about your destruction! 239 00:11:42,164 --> 00:11:43,860 Now that's just mean. 240 00:11:44,467 --> 00:11:46,400 Norman, get to safety. 241 00:11:46,435 --> 00:11:49,370 Octavius, you will pay for this! 242 00:11:51,240 --> 00:11:52,406 (GRUNTS) (YELLS) 243 00:11:52,441 --> 00:11:53,513 (GRUNTS) 244 00:11:53,514 --> 00:11:56,377 You all don't seem as excited I have my powers back as I am! 245 00:11:56,412 --> 00:11:59,239 I was really hoping we could share this moment! 246 00:12:02,418 --> 00:12:04,418 So much effort, Spider-Man, 247 00:12:04,453 --> 00:12:07,187 yet you will still not be able to save your friends. 248 00:12:07,223 --> 00:12:09,323 How embarrassing for you. 249 00:12:09,358 --> 00:12:11,992 I don't think you understand just how high my tolerance 250 00:12:12,028 --> 00:12:13,127 for being embarrassed is. 251 00:12:13,162 --> 00:12:14,194 (GRUNTS) 252 00:12:14,230 --> 00:12:15,329 Ahh! Hey! Whoa! 253 00:12:19,301 --> 00:12:20,267 (GROANS) 254 00:12:22,204 --> 00:12:23,268 Huh? 255 00:12:23,269 --> 00:12:24,810 (GRUNTS) 256 00:12:25,107 --> 00:12:25,940 (GROANS) 257 00:12:25,975 --> 00:12:27,975 SPIDER-MAN: The de-powering serum. 258 00:12:29,478 --> 00:12:31,145 (GRUNTS) (YELLS) 259 00:12:31,180 --> 00:12:33,147 Ugh, someone needs a breath mint. 260 00:12:33,182 --> 00:12:35,315 (SCREECHING) 261 00:12:35,351 --> 00:12:37,183 Had a feeling you'd be back. 262 00:12:39,355 --> 00:12:41,255 Told you I'd keep my promise! 263 00:12:41,290 --> 00:12:43,157 (GRUNTING) 264 00:12:45,394 --> 00:12:47,361 Hey Ock, taking a guess here, 265 00:12:47,396 --> 00:12:50,164 but I'm thinking the same serum you used to de-power me 266 00:12:50,199 --> 00:12:52,280 might work on a few other people we know. 267 00:12:53,402 --> 00:12:56,236 I... I'm normal again. 268 00:12:56,272 --> 00:12:59,073 And my memories, they're back! 269 00:12:59,442 --> 00:13:00,441 (GROWLS) 270 00:13:00,476 --> 00:13:01,975 (GRUNTS) 271 00:13:03,145 --> 00:13:04,311 (SCREAMS) 272 00:13:05,347 --> 00:13:07,147 (GROWLS) 273 00:13:09,218 --> 00:13:11,018 Come on, come on, come on, come on! 274 00:13:11,053 --> 00:13:12,019 (ROARS) 275 00:13:13,255 --> 00:13:14,421 Oh, boy. 276 00:13:14,457 --> 00:13:15,807 (GROANING) 277 00:13:15,808 --> 00:13:16,606 Huh? 278 00:13:17,093 --> 00:13:18,058 (WHIMPERING) 279 00:13:19,361 --> 00:13:22,830 Oh, man, this is so much better. 280 00:13:22,865 --> 00:13:24,430 Good to have you back, buddy. 281 00:13:24,730 --> 00:13:25,463 (SCREECHES) 282 00:13:26,068 --> 00:13:29,036 And this is when the punching starts, right, Crossbones? 283 00:13:29,071 --> 00:13:31,438 Thanks for the save, but you're on your own, kid. 284 00:13:31,474 --> 00:13:33,173 This ain't my battle. 285 00:13:34,276 --> 00:13:35,375 (GRUNTS) 286 00:13:35,411 --> 00:13:36,443 Huh? 287 00:13:39,148 --> 00:13:41,248 Okay, so half of you are out. 288 00:13:41,283 --> 00:13:42,449 Maybe it's time to change the name. 289 00:13:42,485 --> 00:13:45,419 How's the "Sinister Unspecified Amount" sound? 290 00:13:45,454 --> 00:13:47,054 (YELLS) 291 00:13:48,224 --> 00:13:49,223 (GRUNTS) 292 00:13:51,127 --> 00:13:52,359 Now, you're a duo. 293 00:13:52,394 --> 00:13:54,261 Speaking of which, where's... Ugh! 294 00:13:57,366 --> 00:14:00,067 Does the Spider ever shut up? 295 00:14:00,102 --> 00:14:01,769 How long have we known each other? 296 00:14:01,804 --> 00:14:04,805 Finally. My last hunt is... 297 00:14:04,840 --> 00:14:05,839 (GROANS) 298 00:14:11,080 --> 00:14:12,179 (KRAVEN GROANS) 299 00:14:13,816 --> 00:14:14,949 You guys saved me. 300 00:14:15,818 --> 00:14:18,252 Bros before rhinos. 301 00:14:19,088 --> 00:14:21,922 You gave me my memories back, Spider-Man 302 00:14:21,958 --> 00:14:24,825 and I now remember who my favorite superhero... 303 00:14:24,860 --> 00:14:27,061 (BOTH GROAN) 304 00:14:27,997 --> 00:14:28,757 (EXCLAIMS) 305 00:14:28,758 --> 00:14:30,014 Are you okay? 306 00:14:30,456 --> 00:14:33,164 After everything I've done to empower them, 307 00:14:33,165 --> 00:14:36,530 you would think they'd have enough respect not to betray me. 308 00:14:36,605 --> 00:14:38,638 Respect, Ock? 309 00:14:38,674 --> 00:14:40,207 Is that what this is all about? 310 00:14:40,208 --> 00:14:42,209 I am the greatest mind on Earth! 311 00:14:42,244 --> 00:14:45,312 And I will remain unrecognized no longer! 312 00:14:45,347 --> 00:14:47,114 Look at all of this! 313 00:14:47,149 --> 00:14:49,082 No one knows you're a genius because they only see 314 00:14:49,118 --> 00:14:50,450 the destruction you cause. 315 00:14:50,486 --> 00:14:53,453 Destruction? I see power. 316 00:14:53,489 --> 00:14:56,256 With great power comes great fear. 317 00:14:56,292 --> 00:14:59,493 And with great fear comes great respect. 318 00:14:59,528 --> 00:15:01,962 Here's some breaking news, Ock. 319 00:15:01,997 --> 00:15:03,330 None of us are afraid of you. 320 00:15:03,365 --> 00:15:08,435 Then I will make you afraid. By showing you truly great power! 321 00:15:09,171 --> 00:15:11,004 (GROANS) 322 00:15:11,473 --> 00:15:13,040 Finally! 323 00:15:15,444 --> 00:15:17,077 (YELLS) 324 00:15:18,147 --> 00:15:20,214 Ock, what have you done? 325 00:15:22,357 --> 00:15:25,850 Ock, you made a serum for yourself? 326 00:15:26,395 --> 00:15:28,228 (GRUNTS) 327 00:15:28,263 --> 00:15:32,299 I foolishly thought I would be respected for my brilliance, 328 00:15:32,334 --> 00:15:37,103 (STRAINING) but world only respects power! (PEOPLE SCREAMING) 329 00:15:37,139 --> 00:15:39,272 Octavius... 330 00:15:39,308 --> 00:15:42,742 is most powerful! 331 00:15:43,145 --> 00:15:45,312 (ROARS) And I thought you couldn't get any uglier. 332 00:15:45,347 --> 00:15:47,247 This day's full of surprises. 333 00:15:47,282 --> 00:15:49,416 (GRUNTS) Spider-Man, 334 00:15:49,451 --> 00:15:52,085 you will never... (GRUNTS) 335 00:15:52,120 --> 00:15:54,321 Again... (GRUNTS) 336 00:15:54,356 --> 00:15:56,156 My mind... 337 00:15:56,191 --> 00:15:59,059 I can't. 338 00:15:59,394 --> 00:16:02,128 Must destroy! 339 00:16:02,164 --> 00:16:04,097 (ROARS) 340 00:16:07,669 --> 00:16:09,661 The serum erased his intelligence. 341 00:16:09,671 --> 00:16:12,337 Just what I need, a big dumb Ock. 342 00:16:14,710 --> 00:16:16,109 I kind of miss old Ock's gloating, 343 00:16:16,145 --> 00:16:17,944 it was comforting in a strange... 344 00:16:17,980 --> 00:16:20,781 (YELLS) 345 00:16:20,816 --> 00:16:24,269 The bright side... I've always wanted to be taller. 346 00:16:24,270 --> 00:16:25,920 (GRUNTS) Ock? 347 00:16:25,921 --> 00:16:29,723 - You still in there, Doctor? - Help me. 348 00:16:30,025 --> 00:16:31,658 (GROWLS) 349 00:16:32,061 --> 00:16:33,727 (YELLS) 350 00:16:34,029 --> 00:16:36,663 (ROARS) Ock wants help? 351 00:16:36,698 --> 00:16:38,665 Great, but how? 352 00:16:44,073 --> 00:16:47,716 Not much of it left, only getting one shot at this. 353 00:16:48,811 --> 00:16:49,894 Come on, Ock! 354 00:16:49,895 --> 00:16:52,116 Give a spider some space! (GRUNTS) 355 00:16:52,117 --> 00:16:55,108 Okay! Time for a taste of your own medicine! 356 00:16:55,109 --> 00:16:56,168 (GRUNTS) 357 00:16:56,952 --> 00:16:58,685 (GLASS SHATTERS) 358 00:16:58,720 --> 00:17:00,053 (YELLS) 359 00:17:03,659 --> 00:17:04,791 Ock! 360 00:17:04,827 --> 00:17:05,959 (GROANS) 361 00:17:09,665 --> 00:17:11,064 (BOTH GRUNT) 362 00:17:13,869 --> 00:17:15,953 After all I've done to you, 363 00:17:15,954 --> 00:17:18,038 your aunt, your friends, 364 00:17:18,073 --> 00:17:20,774 why would you save me? 365 00:17:20,809 --> 00:17:22,809 It's illogical. 366 00:17:22,845 --> 00:17:25,645 Being a hero isn't always logical, 367 00:17:25,681 --> 00:17:27,647 but it's always about helping others. 368 00:17:27,683 --> 00:17:29,116 You want to be respected for your mind? 369 00:17:29,151 --> 00:17:32,018 Try using it to help someone other than yourself. 370 00:17:32,054 --> 00:17:33,120 Now excuse me, 371 00:17:33,155 --> 00:17:36,089 I've got every hero in the city to save. 372 00:17:36,125 --> 00:17:39,659 You realize I designed that dome to perfection. 373 00:17:39,695 --> 00:17:41,695 There is no way to stop it. 374 00:17:41,730 --> 00:17:43,319 Even I cannot. 375 00:17:43,320 --> 00:17:45,615 Then it looks like I have to be smarter than you. 376 00:17:45,734 --> 00:17:47,533 There's always a way, Ock. 377 00:17:50,672 --> 00:17:52,405 (GRUNTS) 378 00:17:52,440 --> 00:17:54,107 Spidey! I knew you'd make it! 379 00:17:54,142 --> 00:17:55,308 We don't have much time. 380 00:17:55,344 --> 00:17:57,944 Cap, have you tried your shield timed with Thor's hammer? 381 00:17:57,979 --> 00:18:00,080 We've run through every option we've got, Spider-Man. 382 00:18:02,884 --> 00:18:04,050 Not every option. 383 00:18:04,086 --> 00:18:05,952 This S.H.I.E.L.D. tech's gotta find a weakness. 384 00:18:05,987 --> 00:18:07,287 Just need a molecular scan. 385 00:18:09,124 --> 00:18:10,635 Time's running out! 386 00:18:11,126 --> 00:18:12,258 I can see that, Venom. 387 00:18:12,294 --> 00:18:15,061 That data suggests reverse polarization, but only... 388 00:18:15,097 --> 00:18:16,896 At intermittent intervals! 389 00:18:16,932 --> 00:18:19,165 That might do it, but it means... 390 00:18:19,201 --> 00:18:21,167 Modifying some of this equipment. 391 00:18:21,203 --> 00:18:23,002 Thanks for coming back, Doc. 392 00:18:23,038 --> 00:18:26,239 And for using your genius for something other than yourself. 393 00:18:26,274 --> 00:18:28,241 (ALL GROANING) 394 00:18:28,276 --> 00:18:31,077 I am only motivated by the challenge this presents. 395 00:18:31,113 --> 00:18:32,178 Nothing more. 396 00:18:32,214 --> 00:18:34,180 Keep telling yourself that. 397 00:18:34,216 --> 00:18:36,149 All right, Ock, we can do this! 398 00:18:40,088 --> 00:18:41,221 (POWER SURGING) 399 00:18:46,261 --> 00:18:48,027 Sorry I'm late for graduation. 400 00:18:50,198 --> 00:18:51,965 SPIDER-MAN: He's brilliant. 401 00:18:52,000 --> 00:18:55,034 This might sound crazy, but it could be possible 402 00:18:55,070 --> 00:18:57,103 to convince him to use that brilliance for good. 403 00:18:57,139 --> 00:18:59,172 You're right. That does sound crazy. 404 00:18:59,207 --> 00:19:01,875 But anything's possible. 405 00:19:01,910 --> 00:19:05,044 Some of us heroes have pasts we're not proud of either. 406 00:19:06,047 --> 00:19:07,213 Good job, grad. 407 00:19:11,319 --> 00:19:13,953 As the new class of S.H.I.E.L.D. Academy, 408 00:19:13,989 --> 00:19:17,123 you're being given a chance to really learn about responsibility. 409 00:19:17,159 --> 00:19:19,292 To become the Ultimate. 410 00:19:19,327 --> 00:19:21,127 But you won't do it alone. 411 00:19:21,163 --> 00:19:22,896 I'm putting you in the capable hands 412 00:19:22,931 --> 00:19:25,298 of the best new S.H.I.E.L.D. Academy instructors. 413 00:19:25,333 --> 00:19:27,834 SCARLET SPIDER: Now let's see what you punks can do. 414 00:19:27,869 --> 00:19:29,936 And you can call me Coach Venom. 415 00:19:29,971 --> 00:19:31,938 No, no, no! Mister Venom. 416 00:19:31,973 --> 00:19:34,941 No, uh, um... Professor V! Heh! 417 00:19:34,976 --> 00:19:36,142 (GROANS) 418 00:19:40,882 --> 00:19:42,048 (DOOR BELL CHIMES) 419 00:19:42,083 --> 00:19:43,950 Not even a line at the bakery. 420 00:19:43,985 --> 00:19:46,152 Everything's finally coming up Spidey. 421 00:19:46,188 --> 00:19:48,121 VOICE: Hiya, bug-brain. 422 00:19:50,192 --> 00:19:53,467 I knew you'd come back here eventually. 423 00:19:53,468 --> 00:19:54,840 Trapster? 424 00:19:54,930 --> 00:19:57,297 This clown ruined my Uncle Ben's birthday before. 425 00:19:57,332 --> 00:19:59,866 Some might even say my terrible take-down of him 426 00:19:59,901 --> 00:20:02,168 is what got me sent to S.H.I.E.L.D. Academy in the first place. 427 00:20:02,204 --> 00:20:04,831 I've been waiting for this moment for a... 428 00:20:04,832 --> 00:20:06,204 (EXCLAIMS) 429 00:20:08,009 --> 00:20:09,275 (GROANS) 430 00:20:09,311 --> 00:20:12,145 Sorry, buddy, not my first rodeo. 431 00:20:12,180 --> 00:20:16,883 I once told you that Captain America could stop Trapster in five seconds. 432 00:20:16,918 --> 00:20:19,052 That took 3.4 seconds. 433 00:20:19,087 --> 00:20:21,187 Nick Fury! So you're saying, 434 00:20:21,223 --> 00:20:23,223 I'm better than Captain America? 435 00:20:23,258 --> 00:20:25,191 That is not what I'm saying. 436 00:20:25,227 --> 00:20:27,193 I don't know. That's what I'm hearing. 437 00:20:27,229 --> 00:20:29,896 What I'm saying is... 438 00:20:29,931 --> 00:20:33,032 maybe you finally are the Ultimate Spider-Man. 439 00:20:33,068 --> 00:20:34,400 Thanks, Nick. 440 00:20:34,436 --> 00:20:36,302 It took me a while to realize it, 441 00:20:36,338 --> 00:20:38,972 but I couldn't have become the Ultimate Spider-Man 442 00:20:39,007 --> 00:20:41,174 until I learned how to be the ultimate Peter Parker. 443 00:20:41,209 --> 00:20:43,176 (MAY LAUGHS) Remember the time he tried to teach you 444 00:20:43,211 --> 00:20:44,377 how to use your chemistry set? 445 00:20:44,412 --> 00:20:47,213 Oh! The whole living room was smoke damaged! 446 00:20:47,249 --> 00:20:49,282 (BOTH LAUGH) But... But that didn't stop him 447 00:20:49,317 --> 00:20:51,050 from trying to teach me. 448 00:20:51,086 --> 00:20:53,052 Oh, Uncle Ben never gave up. 449 00:20:53,088 --> 00:20:54,620 No, he never did. 450 00:20:54,621 --> 00:20:55,956 PETER: I'm still learning from him. 451 00:20:56,291 --> 00:20:58,925 MAY: I think you're teaching like him now, Peter. 452 00:20:58,960 --> 00:21:01,261 - You've come a long way. - Surprising, huh? 453 00:21:01,296 --> 00:21:03,263 The only person surprised is you. 454 00:21:03,298 --> 00:21:07,100 We all knew exactly the kind of hero you'd turn out to be. 455 00:21:07,135 --> 00:21:08,201 (PHONE BEEPS) 456 00:21:08,236 --> 00:21:10,036 Oh, my! News alert. 457 00:21:10,071 --> 00:21:12,138 There's a bank robbery in the East Village. 458 00:21:15,176 --> 00:21:18,011 SPIDER-MAN: So, I guess this is it. 459 00:21:18,046 --> 00:21:19,879 But there's no need to get all sappy. 460 00:21:21,049 --> 00:21:23,983 I thought once I became the Ultimate Spider-Man, 461 00:21:24,019 --> 00:21:25,651 that would mean my work was done. 462 00:21:26,021 --> 00:21:27,086 But far from it. 463 00:21:28,924 --> 00:21:30,056 This isn't the end. 464 00:21:30,091 --> 00:21:31,991 This is only the beginning. 465 00:21:33,327 --> 00:21:38,092 Sync and corrections by masaca - addic7ed.com - 466 00:21:38,142 --> 00:21:42,692 Repair and Synchronization by Easy Subtitles Synchronizer 1.0.0.0 32999

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