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1
00:00:08,259 --> 00:00:11,554
Welcome to your lair,
Master Planner.
2
00:00:11,721 --> 00:00:13,431
Thank you, Tinkerer.
3
00:00:13,598 --> 00:00:17,519
I still don't get it, doc. Why didn't you
break out with Kraven and me?
4
00:00:17,686 --> 00:00:22,774
Electro.
Always so charmingly uncomplicated.
5
00:00:22,941 --> 00:00:25,694
When building a secret empire
of super-criminals...
6
00:00:26,361 --> 00:00:30,198
...the safety and obscurity
of a hospital bed has its advantages.
7
00:00:30,365 --> 00:00:32,283
Beats prison.
8
00:00:32,450 --> 00:00:33,743
Indeed.
9
00:00:33,910 --> 00:00:36,496
Spider-Man searches
for the Master Planner...
10
00:00:36,663 --> 00:00:41,167
...leaving Octavius
free to, well, plan.
11
00:00:41,334 --> 00:00:44,963
And I assume, since you sent
my arms to retrieve me...
12
00:00:45,130 --> 00:00:48,091
...we are finally ready to begin?
13
00:00:48,258 --> 00:00:53,138
Yes. All that remains
is calibration and testing.
14
00:00:56,850 --> 00:00:59,018
Peter, so glad you could make it.
15
00:00:59,185 --> 00:01:03,440
Well, you're a hard mentor
to say no to, Mr. Osborn.
16
00:01:03,606 --> 00:01:06,818
What teenager doesn't like
a little epic destruction now and then?
17
00:01:06,985 --> 00:01:09,320
Once this old tenement
comes down...
18
00:01:09,487 --> 00:01:14,159
...we'll repurpose the property for
a sparkling new OsCorp R&D Tower.
19
00:01:14,826 --> 00:01:18,788
Peter, this is Morris Bench,
our demolitions expert.
20
00:01:18,955 --> 00:01:20,457
Nice setup.
21
00:01:20,623 --> 00:01:22,667
- Wireless?
- Completely.
22
00:01:22,834 --> 00:01:25,336
When we're clear,
I remote activate the countdown...
23
00:01:25,503 --> 00:01:30,550
...and cascading detonations bring
the building down in its own footprint.
24
00:01:30,717 --> 00:01:32,719
Excuse me, sir. A word.
25
00:01:32,886 --> 00:01:34,763
It's about Toomes.
We've had no luck--
26
00:01:34,929 --> 00:01:37,807
Peter, go get a good seat
for the implosion.
27
00:01:38,349 --> 00:01:39,684
I'll join you shortly.
28
00:01:40,769 --> 00:01:42,353
Sure.
29
00:01:45,190 --> 00:01:47,692
Your operatives scoured the city,
but the Vulture is--
30
00:01:47,859 --> 00:01:49,527
No. No, no, no.
31
00:01:49,694 --> 00:01:50,862
Countdown's activated.
32
00:01:51,029 --> 00:01:52,781
Thirty seconds to implosion.
33
00:01:53,198 --> 00:01:55,784
Shut it down.
34
00:01:55,950 --> 00:01:59,204
I'm trying, but I'm locked out.
35
00:01:59,370 --> 00:02:01,039
We'll never get clear in time.
36
00:02:01,706 --> 00:02:03,041
Who invited Debbie Downer?
37
00:02:07,629 --> 00:02:09,798
- Comfy?
- Wait, what about Peter Parker?
38
00:02:09,964 --> 00:02:11,716
Oh, he does care.
39
00:02:11,883 --> 00:02:13,343
Already safe. Your turn.
40
00:02:17,472 --> 00:02:20,141
And I am out of here.
41
00:03:44,809 --> 00:03:46,144
Ta-da.
42
00:03:46,311 --> 00:03:48,313
Well, we tried, Adrian.
43
00:03:48,479 --> 00:03:50,982
Osborn's time will come.
44
00:03:51,149 --> 00:03:52,692
As will Spider-Man's.
45
00:03:52,859 --> 00:03:55,737
Still, you must be pleased
with the initial test.
46
00:03:55,904 --> 00:03:57,322
Quite.
47
00:03:57,488 --> 00:04:01,743
Just as my neurotransmitter chip
allows me to control my arms...
48
00:04:01,910 --> 00:04:07,290
...I was able to activate the detonation
countdown with a thought.
49
00:04:07,749 --> 00:04:10,793
I didn't like the power fluctuations.
I want more in reserve.
50
00:04:10,960 --> 00:04:12,003
Working on it.
51
00:04:12,170 --> 00:04:14,213
A minor problem, Phineas.
52
00:04:14,380 --> 00:04:16,507
You and Adrian have done
a commendable job...
53
00:04:16,674 --> 00:04:20,261
...assembling the technology
Mysterio stole for us.
54
00:04:20,428 --> 00:04:22,347
The brainwork was all yours, Otto.
55
00:04:22,513 --> 00:04:25,224
Brainwork, indeed.
56
00:04:25,391 --> 00:04:29,187
My brain now has
a working wireless connection...
57
00:04:29,354 --> 00:04:32,774
...with nearly every computer
in the city.
58
00:04:32,941 --> 00:04:35,151
But of course
that's only the beginning.
59
00:04:35,318 --> 00:04:40,448
In less than 24 hours,
the entire world will be at my mercy.
60
00:04:40,615 --> 00:04:44,827
Just imagine the possibilities.
61
00:04:45,703 --> 00:04:48,039
You two doing anything tonight
for New Year's Eve?
62
00:04:48,206 --> 00:04:51,125
- What, like, together?
- We hadn't planned--
63
00:04:51,292 --> 00:04:53,878
Together, separate.
Planned, not planned.
64
00:04:54,045 --> 00:04:57,715
You could head to Times Square
and see the ball drop.
65
00:04:57,882 --> 00:05:00,051
Well, now that you mention it--
66
00:05:00,218 --> 00:05:02,637
And get me another muffin.
Chocolate.
67
00:05:02,804 --> 00:05:04,180
Sure, Flash.
68
00:05:04,347 --> 00:05:06,057
Coming soon to a theatre near you:
69
00:05:06,224 --> 00:05:09,852
How I Milked My Injury,
starring Flash Thompson.
70
00:05:10,019 --> 00:05:13,106
- One-seventeen.
- Oh, that's us.
71
00:05:13,731 --> 00:05:15,942
Nice try, Miss Subtle.
72
00:05:16,109 --> 00:05:21,030
But it's hopeless.
He's into Liz, not me.
73
00:05:21,197 --> 00:05:23,866
He's just a little confused.
74
00:05:24,033 --> 00:05:26,369
- Hi, Petey.
- Hey, Liz.
75
00:05:26,536 --> 00:05:31,124
Okay, a lot confused. Looks like Flash
and Liz are getting back together, so--
76
00:05:31,290 --> 00:05:35,545
- So I get to be runner-up.
- No.
77
00:05:35,712 --> 00:05:37,463
I wasn't supposed to say anything...
78
00:05:37,630 --> 00:05:40,508
...but his aunt told my aunt
you're all he thinks about.
79
00:05:40,675 --> 00:05:43,511
That is,
when he actually does think.
80
00:05:43,678 --> 00:05:45,346
This isn't my order.
81
00:05:45,513 --> 00:05:49,100
Oh, sorry, sorry.
Computer's glitching bigtime.
82
00:05:49,267 --> 00:05:52,186
The chip in this thing's
whacked too.
83
00:05:54,939 --> 00:05:57,608
I'm sorry, but I just need to ask
everyone to leave.
84
00:05:57,775 --> 00:06:00,028
Target's exiting the coffee shop.
85
00:06:00,194 --> 00:06:03,448
So thoughtful of you
to have GPS in your cell phone.
86
00:06:03,614 --> 00:06:07,452
Now all that remains
is to isolate you...
87
00:06:09,620 --> 00:06:11,789
...for my boys.
88
00:06:24,218 --> 00:06:26,137
All units,
armed robbery in progress.
89
00:06:26,304 --> 00:06:29,724
See Surplus Store, corner
of People's Drive and 124th Street.
90
00:06:29,891 --> 00:06:31,225
Dispatch, confirm.
91
00:06:31,392 --> 00:06:34,645
You want Midtown units
all the way up at 124th?
92
00:06:34,812 --> 00:06:37,398
That's what my screen says.
93
00:06:45,865 --> 00:06:50,244
And now, cue the chaos.
94
00:07:03,925 --> 00:07:06,010
- Is anyone hurt?
- I can't tell yet.
95
00:07:07,845 --> 00:07:09,972
Move, nerdette.
96
00:07:30,618 --> 00:07:32,245
No.
97
00:07:38,876 --> 00:07:40,962
Package delivered. Go.
98
00:07:43,506 --> 00:07:46,342
Vulture's long gone.
But there's Electro's van.
99
00:07:47,343 --> 00:07:49,470
If I didn't need him
to lead me to Gwen...
100
00:07:50,972 --> 00:07:53,391
Nothing but greens. Thanks, doc.
101
00:07:53,558 --> 00:07:55,726
I'm afraid you're not home free yet.
102
00:07:55,893 --> 00:07:58,980
The cursed arachnid is on your tail.
103
00:07:59,147 --> 00:08:00,606
Not a problem. We'll ditch him.
104
00:08:00,773 --> 00:08:02,692
Eat lightning, Spider-Man.
105
00:08:07,405 --> 00:08:11,075
So much for quietly following them
to the Vulture's nest.
106
00:08:28,509 --> 00:08:30,344
Where'd he go?
107
00:08:39,353 --> 00:08:43,065
Master Planner,
our guest has arrived.
108
00:08:43,232 --> 00:08:46,444
And she's kindly lent us her phone.
109
00:08:49,530 --> 00:08:53,075
- Hey, Gwen.
- No, not Gwen, Captain Stacy.
110
00:08:53,242 --> 00:08:56,412
It seems you need help
keeping track of your daughter.
111
00:08:56,579 --> 00:08:58,915
Teenagers can be such a bother.
112
00:08:59,081 --> 00:09:01,626
Who is this?
How did you get Gwen's phone?
113
00:09:01,792 --> 00:09:04,128
Oh, call me Master Planner.
114
00:09:04,295 --> 00:09:07,131
As for the phone,
why, from Miss Stacy, of course.
115
00:09:07,298 --> 00:09:09,759
From Gwen? Where is she?
116
00:09:10,301 --> 00:09:11,802
Dad?
117
00:09:14,430 --> 00:09:16,641
Dad. Dad, Dad, Dad, help me, I'm--
118
00:09:16,807 --> 00:09:18,809
- l'm--
- That's quite enough, I think.
119
00:09:18,976 --> 00:09:21,103
Gwen? Gwen? Put her back on.
120
00:09:21,270 --> 00:09:25,149
Don't bother checking her GPS
on your computer. It's disabled.
121
00:09:25,316 --> 00:09:28,653
And don't call for help.
Trust me, I'll know.
122
00:09:28,819 --> 00:09:31,447
Listen, creep, if you touch her, I'll--
123
00:09:31,614 --> 00:09:35,326
Let's dispense with the ugly what-ifs
and get to the business at hand.
124
00:09:37,036 --> 00:09:38,996
What do you want'?
125
00:09:40,331 --> 00:09:45,336
The global portal codes stored
at Homeland Security's New York HQ.
126
00:09:45,503 --> 00:09:46,545
Forget it.
127
00:09:46,712 --> 00:09:50,007
Those would give you access to
every government computer in the U.S.
128
00:09:50,174 --> 00:09:52,009
- Maybe the--
- The world? Yes.
129
00:09:52,510 --> 00:09:54,512
And you will provide them.
130
00:09:54,679 --> 00:09:57,515
Look, it's impossible.
I attend briefings at Home Sec.
131
00:09:57,682 --> 00:09:59,517
But I don't have clearance
for the codes.
132
00:09:59,684 --> 00:10:04,605
- I couldn't get them if I wanted to.
- Oh, I think you could. With a little help.
133
00:10:04,772 --> 00:10:06,983
And the proper motivation.
134
00:10:13,739 --> 00:10:17,702
Vulture's gone, Electro's gone.
But you'll tell me where to find the girl.
135
00:10:17,868 --> 00:10:19,787
Or else what, boy scout?
136
00:10:19,954 --> 00:10:22,832
We both know the hero
won't do anything rash.
137
00:10:23,457 --> 00:10:25,001
He called my bluff.
138
00:10:25,167 --> 00:10:26,877
So I'll have to bluff better.
139
00:10:33,384 --> 00:10:36,220
See? See?
I knew you wouldn't really let me fall.
140
00:10:47,356 --> 00:10:48,691
That's strike two.
141
00:10:48,858 --> 00:10:52,903
- Care to try for--?
- Okay, okay, I'll talk.
142
00:10:57,658 --> 00:10:59,994
Nice and easy, captain.
143
00:11:00,161 --> 00:11:03,331
Why do you need this guy? With your
brain, you can hack in anyplace.
144
00:11:03,497 --> 00:11:05,249
I appreciate the vote of confidence...
145
00:11:05,416 --> 00:11:08,336
...but the codes are kept
in an isolated system.
146
00:11:08,502 --> 00:11:12,214
I've no means of access
without his help.
147
00:11:12,381 --> 00:11:14,175
Excellent, captain.
148
00:11:14,342 --> 00:11:17,511
Your daughter's halfway home.
149
00:11:17,678 --> 00:11:20,097
The secret entrance
to the Master Planner's lair.
150
00:11:20,264 --> 00:11:23,392
But since there's no way
I'm getting in the front door...
151
00:11:27,104 --> 00:11:30,775
I so need to invest
in a spider-themed wetsuit.
152
00:11:38,407 --> 00:11:40,451
I'm somewhat occupied
at the moment.
153
00:11:40,618 --> 00:11:42,161
I'm on it.
154
00:11:42,328 --> 00:11:46,582
By now, captain, you'll have reached
their monitor room.
155
00:11:46,749 --> 00:11:48,292
Agent Wade, Agent Briggs.
156
00:11:49,460 --> 00:11:50,753
Monitor duty?
157
00:11:50,920 --> 00:11:52,630
Drew the short straw, huh?
158
00:11:52,797 --> 00:11:56,425
Yeah. Dullest detail in the FBI.
159
00:11:58,928 --> 00:12:04,100
Let's find out
just how secure the Homeland is.
160
00:12:08,479 --> 00:12:10,981
- I'll call it in.
- This is a federal facility, Stacy.
161
00:12:11,148 --> 00:12:12,983
We'll handle this. Wade, go.
162
00:12:13,150 --> 00:12:15,903
All security personnel,
facility under external attack.
163
00:12:16,070 --> 00:12:18,406
External attack, indeed.
164
00:12:18,572 --> 00:12:21,325
Squad one to the roof,
squad two, the street. Move.
165
00:12:24,036 --> 00:12:25,955
Nice downloading, captain.
166
00:12:26,122 --> 00:12:29,917
That virus has given me access
to all Home Sec systems...
167
00:12:30,084 --> 00:12:34,213
...except the proprietary mainframe
containing the portal codes.
168
00:12:34,380 --> 00:12:36,841
But I've increased
your security clearance.
169
00:12:37,007 --> 00:12:38,801
You may proceed.
170
00:12:48,102 --> 00:12:51,439
Look, Stacy, maybe I picked
the wrong time to get territorial.
171
00:12:59,447 --> 00:13:02,032
- Spider-Man.
- Don't worry, G-- Girlie.
172
00:13:02,199 --> 00:13:03,451
I'll have you out soon.
173
00:13:03,617 --> 00:13:06,328
- You're finished, web-freak.
- Look out.
174
00:13:06,495 --> 00:13:08,497
No! Let go of the bars.
175
00:13:09,999 --> 00:13:11,792
No!
176
00:13:17,840 --> 00:13:23,053
Electro, take this conflict elsewhere.
177
00:13:23,220 --> 00:13:24,555
Sure thing, M.P.
178
00:13:24,722 --> 00:13:28,058
So the Master Planner
doesn't want all this tech damaged.
179
00:13:28,642 --> 00:13:30,561
Max, don't tell me you're scared...
180
00:13:30,728 --> 00:13:32,855
...of a second-rate schemer
with a funny voice.
181
00:13:33,022 --> 00:13:35,900
First, I'm not scared of nothing.
182
00:13:38,235 --> 00:13:41,739
Second, Master Planner
ain't second-rate nothing.
183
00:13:44,742 --> 00:13:49,663
And third, don't call me Max,
or I'll fry you into nothing.
184
00:13:52,958 --> 00:13:54,585
Electro, stand down.
185
00:13:57,254 --> 00:14:01,342
Retinal scan recognizes
Stacy, comma, George.
186
00:14:01,509 --> 00:14:02,676
Clearance confirmed.
187
00:14:04,303 --> 00:14:06,180
Max. Maxie.
188
00:14:06,347 --> 00:14:08,724
Maximilian. Maximum.
189
00:14:08,891 --> 00:14:11,101
Shut up, shut up. Shut up!
190
00:14:21,111 --> 00:14:24,448
That's for Zapping Gwen, twice.
191
00:14:25,449 --> 00:14:27,451
Nice uploading, captain.
192
00:14:27,618 --> 00:14:31,455
Now insert that drive
into any other computer.
193
00:14:31,622 --> 00:14:34,792
I'll have my codes,
you'll get your daughter.
194
00:14:37,795 --> 00:14:39,171
I wanna talk to Gwen.
195
00:14:39,338 --> 00:14:43,133
This is no time to test me, captain.
196
00:14:46,470 --> 00:14:47,680
Stow the threats.
197
00:14:47,846 --> 00:14:50,432
I'm not doing anything more
until I know she's okay.
198
00:14:50,599 --> 00:14:52,142
Miss Stacy's resting at--
199
00:14:52,309 --> 00:14:54,979
I talk to her, or you get nothing.
200
00:14:55,145 --> 00:14:56,438
Fine.
201
00:15:02,987 --> 00:15:05,573
Great. Even the walls have arms.
202
00:15:05,739 --> 00:15:07,408
But at least one mystery's solved.
203
00:15:07,575 --> 00:15:11,412
Hey, Master Planner, some
secret-identity advice from an expert:
204
00:15:11,579 --> 00:15:14,748
Don't sign your work,
Doctor Octopus.
205
00:15:14,915 --> 00:15:19,086
Yes, Spider-Man,
it's spectacularly clever of you...
206
00:15:19,253 --> 00:15:23,591
...to have guessed the truth
after I revealed it.
207
00:15:26,677 --> 00:15:28,762
Yo, if you're gonna dance
with my date...
208
00:15:28,929 --> 00:15:31,015
...then I'm totally dancing
with yours.
209
00:15:42,151 --> 00:15:44,028
Bingo.
210
00:15:50,117 --> 00:15:52,286
Okay, that was almost worth it.
211
00:15:53,746 --> 00:15:56,457
If you want something done right...
212
00:16:07,760 --> 00:16:09,803
I thought the arms race was over.
213
00:16:09,970 --> 00:16:14,308
Oh, I've still got a few
up my sleeves.
214
00:17:03,691 --> 00:17:07,194
Without server to route signals...
215
00:17:07,361 --> 00:17:08,862
...it's too much.
216
00:17:09,029 --> 00:17:10,114
Too much.
217
00:17:15,202 --> 00:17:19,373
Must destroy connection.
218
00:17:29,049 --> 00:17:31,802
Congratulations, arachnid.
219
00:17:31,969 --> 00:17:37,725
My lair, my master plan, all ruined.
220
00:17:37,891 --> 00:17:40,144
Thanks. I specialize in foiling.
221
00:17:40,310 --> 00:17:42,813
Only one option remains.
222
00:17:52,531 --> 00:17:55,242
Farewell, Spider-Man.
223
00:17:57,411 --> 00:18:00,247
Enjoy your tomb.
224
00:18:33,113 --> 00:18:35,657
Can't budge it.
225
00:18:37,242 --> 00:18:39,161
So cold.
226
00:18:39,328 --> 00:18:42,164
Muscles stiff, numb.
227
00:18:42,331 --> 00:18:43,499
This is it.
228
00:18:44,124 --> 00:18:46,293
Fought the good fight.
229
00:18:47,044 --> 00:18:50,047
Did my best. Even foiled Doc's plan.
230
00:18:50,714 --> 00:18:52,549
No one could ask any more of me.
231
00:18:56,303 --> 00:18:58,514
What am I doing? I can't give up.
232
00:18:58,680 --> 00:19:00,474
Not with Gwen depending on me.
233
00:19:20,953 --> 00:19:22,496
Cold. It's cold.
234
00:19:22,663 --> 00:19:26,291
It'll get colder
if we don't get out of here. Hold on.
235
00:19:31,421 --> 00:19:33,257
What about him?
236
00:19:36,260 --> 00:19:39,263
So gonna hurt me more
than it hurts you.
237
00:19:43,475 --> 00:19:44,935
Called that right.
238
00:19:46,979 --> 00:19:48,105
Don't touch him.
239
00:19:48,272 --> 00:19:49,606
He's still juiced.
240
00:20:22,848 --> 00:20:24,933
Abort mission.
241
00:20:25,100 --> 00:20:27,269
Understood.
242
00:20:29,146 --> 00:20:32,482
Planner? Planner, are you there?
243
00:20:32,649 --> 00:20:34,234
- Listen, Planner--
- Dad, it's me.
244
00:20:34,401 --> 00:20:35,819
- Gwen'?
- I'm okay, Daddy.
245
00:20:35,986 --> 00:20:37,654
Spider-Man saved me.
246
00:20:37,821 --> 00:20:39,990
- Are you--?
- I'm fine, honey.
247
00:20:40,157 --> 00:20:42,659
Just fine. Now.
248
00:20:49,541 --> 00:20:51,168
One minute to midnight.
249
00:20:53,128 --> 00:20:55,422
I'm gonna try her again.
250
00:20:56,298 --> 00:20:59,468
I'm sure Gwen appreciates
your perseverance.
251
00:21:02,179 --> 00:21:05,474
- Hello?
- Hi, Captain Stacy.
252
00:21:05,641 --> 00:21:07,768
It's Pete again. Peter Parker.
253
00:21:07,935 --> 00:21:09,686
Yeah, I know who you are, Pete.
254
00:21:09,853 --> 00:21:12,105
But I've told you,
Gwen's been through a lot and--
255
00:21:12,272 --> 00:21:14,024
Dad. Is that my phone?
256
00:21:14,191 --> 00:21:16,610
Not tonight, it isn't.
257
00:21:16,777 --> 00:21:20,155
Don't you give me that look,
Gwendolyn Stacy.
258
00:21:20,489 --> 00:21:22,699
Now, who could that be? Peter?
259
00:21:25,035 --> 00:21:27,371
- Hi, Petey.
- Liz, what are you--?
260
00:21:27,537 --> 00:21:29,665
I mean, it's almost midnight.
261
00:21:29,831 --> 00:21:32,459
- Shouldn't you be with Flash?
- Ten, nine, eight...
262
00:21:32,626 --> 00:21:38,465
Thing is, I'll always care about Flash,
but tonight I told him it's over.
263
00:21:38,632 --> 00:21:40,550
Really, really over.
264
00:21:40,717 --> 00:21:43,428
See, I wanna be with you.
265
00:21:43,595 --> 00:21:45,138
--zero.
266
00:21:45,305 --> 00:21:48,392
Happy New Year!
267
00:21:50,727 --> 00:21:53,230
Happy New Year, Petey.
268
00:21:55,857 --> 00:21:57,442
Hello?
269
00:21:58,110 --> 00:22:00,195
Anyone there?
19241
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