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1
00:00:08,250 --> 00:00:11,550
Welcome to your lair,
Master Planner.
2
00:00:11,720 --> 00:00:13,430
Thank you, Tinkerer.
3
00:00:13,590 --> 00:00:17,510
I still don't get it, doc. Why didn't you
break out with Kraven and me?
4
00:00:17,680 --> 00:00:22,770
Electro.
Always so charmingly uncomplicated.
5
00:00:22,940 --> 00:00:25,690
When building a secret empire
of super-criminals...
6
00:00:26,360 --> 00:00:30,190
...the safety and obscurity
of a hospital bed has its advantages.
7
00:00:30,360 --> 00:00:32,280
Beats prison.
8
00:00:32,440 --> 00:00:33,740
Indeed.
9
00:00:33,900 --> 00:00:36,490
Spider-Man searches
for the Master Planner...
10
00:00:36,660 --> 00:00:41,160
...leaving Octavius
free to, well, plan.
11
00:00:41,330 --> 00:00:44,960
And I assume, since you sent
my arms to retrieve me...
12
00:00:45,120 --> 00:00:48,090
...we are finally ready to begin?
13
00:00:48,250 --> 00:00:53,130
Yes. All that remains
is calibration and testing.
14
00:00:56,840 --> 00:00:59,010
Peter, so glad you could make it.
15
00:00:59,180 --> 00:01:03,430
Well, you're a hard mentor
to say no to, Mr. Osborn.
16
00:01:03,600 --> 00:01:06,810
What teenager doesn't like
a little epic destruction now and then?
17
00:01:06,980 --> 00:01:09,310
Once this old tenement
comes down...
18
00:01:09,480 --> 00:01:14,150
...we'll repurpose the property for
a sparkling new OsCorp R&D Tower.
19
00:01:14,820 --> 00:01:18,780
Peter, this is Morris Bench,
our demolitions expert.
20
00:01:18,950 --> 00:01:20,450
Nice setup.
21
00:01:20,620 --> 00:01:22,660
-Wireless?
-Completely.
22
00:01:22,830 --> 00:01:25,330
When we're clear,
I remote activate the countdown...
23
00:01:25,500 --> 00:01:30,540
...and cascading detonations bring
the building down in its own footprint.
24
00:01:30,710 --> 00:01:32,710
Excuse me, sir. A word.
25
00:01:32,880 --> 00:01:34,760
It's about Toomes.
We've had no luck--
26
00:01:34,920 --> 00:01:37,800
Peter, go get a good seat
for the implosion.
27
00:01:38,340 --> 00:01:39,680
I'll join you shortly.
28
00:01:40,760 --> 00:01:42,350
Sure.
29
00:01:45,180 --> 00:01:47,690
Your operatives scoured the city,
but the Vulture is--
30
00:01:47,850 --> 00:01:49,520
No. No, no, no.
31
00:01:49,690 --> 00:01:50,860
Countdown's activated.
32
00:01:51,020 --> 00:01:52,770
Thirty seconds to implosion.
33
00:01:53,190 --> 00:01:55,780
Shut it down.
34
00:01:55,940 --> 00:01:59,200
I'm trying, but I'm locked out.
35
00:01:59,360 --> 00:02:01,030
We'll never get clear in time.
36
00:02:01,700 --> 00:02:03,040
Who invited Debbie Downer?
37
00:02:07,620 --> 00:02:09,790
-Comfy?
-Wait, what about Peter Parker?
38
00:02:09,960 --> 00:02:11,710
Oh, he does care.
39
00:02:11,880 --> 00:02:13,340
Already safe. Your turn.
40
00:02:17,470 --> 00:02:20,140
And I am out of here.
41
00:03:44,800 --> 00:03:46,140
Ta-da.
42
00:03:46,300 --> 00:03:48,310
Well, we tried, Adrian.
43
00:03:48,470 --> 00:03:50,980
Osborn's time will come.
44
00:03:51,140 --> 00:03:52,690
As will Spider-Man's.
45
00:03:52,850 --> 00:03:55,730
Still, you must be pleased
with the initial test.
46
00:03:55,900 --> 00:03:57,320
Quite.
47
00:03:57,480 --> 00:04:01,740
Just as my neurotransmitter chip
allows me to control my arms...
48
00:04:01,900 --> 00:04:07,280
...was able to activate the detonation
countdown with a thought.
49
00:04:07,740 --> 00:04:10,790
I didn't like the power fluctuations.
I want more in reserve.
50
00:04:10,950 --> 00:04:12,000
Working on it.
51
00:04:12,160 --> 00:04:14,210
A minor problem, Phineas.
52
00:04:14,370 --> 00:04:16,500
You and Adrian have done
a commendable job...
53
00:04:16,670 --> 00:04:20,260
...assembling the technology
Mysterio stole for us.
54
00:04:20,420 --> 00:04:22,340
The brainwork was all yours, Otto.
55
00:04:22,510 --> 00:04:25,220
Brainwork, indeed.
56
00:04:25,390 --> 00:04:29,180
My brain now has
a working wireless connection...
57
00:04:29,350 --> 00:04:32,770
...with nearly every computer
in the city.
58
00:04:32,930 --> 00:04:35,150
But of course
that's only the beginning.
59
00:04:35,310 --> 00:04:40,440
In less than 24 hours,
the entire world will be at my mercy.
60
00:04:40,610 --> 00:04:44,820
Just imagine the possibilities.
61
00:04:45,700 --> 00:04:48,030
You two doing anything tonight
for New Year's Eve?
62
00:04:48,200 --> 00:04:51,120
-What, like, together?
-We hadn't planned--
63
00:04:51,290 --> 00:04:53,870
Together, separate.
Planned, not planned.
64
00:04:54,040 --> 00:04:57,710
You could head to Times Square
and see the ball drop.
65
00:04:57,880 --> 00:05:00,050
Well, now that you mention it--
66
00:05:00,210 --> 00:05:02,630
And get me another muffin.
Chocolate.
67
00:05:02,800 --> 00:05:04,170
Sure, Flash.
68
00:05:04,340 --> 00:05:06,050
Coming soon to a theatre near you:
69
00:05:06,220 --> 00:05:09,850
How I Milked My Injury,
starring Flash Thompson.
70
00:05:10,010 --> 00:05:13,100
-One-seventeen.
-Oh, that's us.
71
00:05:13,730 --> 00:05:15,940
Nice try, Miss Subtle.
72
00:05:16,100 --> 00:05:21,020
But it's hopeless.
He's into Liz, not me.
73
00:05:21,190 --> 00:05:23,860
He's just a little confused.
74
00:05:24,030 --> 00:05:26,360
-Hi, Petey.
-Hey, Liz.
75
00:05:26,530 --> 00:05:31,120
Okay, a lot confused. Looks like Flash
and Liz are getting back together, so--
76
00:05:31,280 --> 00:05:35,540
-So I get to be runner-up.
-No.
77
00:05:35,710 --> 00:05:37,460
I wasn't supposed to say anything...
78
00:05:37,620 --> 00:05:40,500
...but his aunt told my aunt
you're all he thinks about.
79
00:05:40,670 --> 00:05:43,510
That is,
when he actually does think.
80
00:05:43,670 --> 00:05:45,340
This isn't my order.
81
00:05:45,510 --> 00:05:49,090
Oh, sorry, sorry.
Computer's glitching bigtime.
82
00:05:49,260 --> 00:05:52,180
The chip in this thing's
whacked too.
83
00:05:54,930 --> 00:05:57,600
I'm sorry, but I just need to ask
everyone to leave.
84
00:05:57,770 --> 00:06:00,020
Target's exiting the coffee shop.
85
00:06:00,190 --> 00:06:03,440
So thoughtful of you
to have GPS in your cell phone.
86
00:06:03,610 --> 00:06:07,450
Now all that remains
is to isolate you...
87
00:06:09,610 --> 00:06:11,780
...for my boys.
88
00:06:24,210 --> 00:06:26,130
All units,
armed robbery in progress.
89
00:06:26,300 --> 00:06:29,720
See Surplus Store, corner
of People's Drive and 124th Street.
90
00:06:29,890 --> 00:06:31,220
Dispatch, confirm.
91
00:06:31,390 --> 00:06:34,640
You want Midtown units
all the way up at 124th?
92
00:06:34,810 --> 00:06:37,390
That's what my screen says.
93
00:06:45,860 --> 00:06:50,240
And now, cue the chaos.
94
00:07:03,920 --> 00:07:06,000
-Is anyone hurt?
-I can't tell yet.
95
00:07:07,840 --> 00:07:09,970
Move, nerdette.
96
00:07:30,610 --> 00:07:32,240
No.
97
00:07:38,870 --> 00:07:40,960
Package delivered. Go.
98
00:07:43,500 --> 00:07:46,340
Vulture's long gone.
But there's Electro's van.
99
00:07:47,340 --> 00:07:49,460
If I didn't need him
to lead me to Gwen...
100
00:07:50,970 --> 00:07:53,390
Nothing but greens. Thanks, doc.
101
00:07:53,550 --> 00:07:55,720
I'm afraid you're not home free yet.
102
00:07:55,890 --> 00:07:58,970
The cursed arachnid is on your tail.
103
00:07:59,140 --> 00:08:00,600
Not a problem. We'll ditch him.
104
00:08:00,770 --> 00:08:02,690
Eat lightning, Spider-Man.
105
00:08:07,400 --> 00:08:11,070
So much for quietly following them
to the Vulture's nest.
106
00:08:28,500 --> 00:08:30,340
Where'd he go?
107
00:08:39,350 --> 00:08:43,060
Master Planner,
our guest has arrived.
108
00:08:43,230 --> 00:08:46,440
And she's kindly lent us her phone.
109
00:08:49,520 --> 00:08:53,070
-Hey, Gwen.
-No, not Gwen, Captain Stacy.
110
00:08:53,240 --> 00:08:56,410
It seems you need help
keeping track of your daughter.
111
00:08:56,570 --> 00:08:58,910
Teenagers can be such a bother.
112
00:08:59,080 --> 00:09:01,620
Who is this?
How did you get Gwen's phone?
113
00:09:01,790 --> 00:09:04,120
Oh, call me Master Planner.
114
00:09:04,290 --> 00:09:07,130
As for the phone,
why, from Miss Stacy, of course.
115
00:09:07,290 --> 00:09:09,750
From Gwen? Where is she?
116
00:09:10,300 --> 00:09:11,800
Dad?
117
00:09:14,420 --> 00:09:16,630
Dad. Dad, Dad, Dad, help me, I'm--
118
00:09:16,800 --> 00:09:18,800
-I'm--
-That's quite enough, I think.
119
00:09:18,970 --> 00:09:21,100
Gwen? Gwen? Put her back on.
120
00:09:21,260 --> 00:09:25,140
Don't bother checking her GPS
on your computer. It's disabled.
121
00:09:25,310 --> 00:09:28,650
And don't call for help.
Trust me, I'll know.
122
00:09:28,810 --> 00:09:31,440
Listen, creep, if you touch her, I'll--
123
00:09:31,610 --> 00:09:35,320
Let's dispense with the ugly what-ifs
and get to the business at hand.
124
00:09:37,030 --> 00:09:38,990
What do you want?
125
00:09:40,330 --> 00:09:45,330
The global portal codes stored
at Homeland Security's New York HQ.
126
00:09:45,500 --> 00:09:46,540
Forget it.
127
00:09:46,710 --> 00:09:50,000
Those would give you access to
every government computer in the U.S.
128
00:09:50,170 --> 00:09:52,000
-Maybe the--
-The world? Yes.
129
00:09:52,500 --> 00:09:54,510
And you will provide them.
130
00:09:54,670 --> 00:09:57,510
Look, it's impossible.
I attend briefings at Home Sec.
131
00:09:57,680 --> 00:09:59,510
But I don't have clearance
for the codes.
132
00:09:59,680 --> 00:10:04,600
-I couldn't get them if I wanted to.
-Oh, I think you could. With a little help.
133
00:10:04,770 --> 00:10:06,980
And the proper motivation.
134
00:10:13,730 --> 00:10:17,700
Vulture's gone, Electro's gone.
But you'll tell me where to find the girl.
135
00:10:17,860 --> 00:10:19,780
Or else what, boy scout?
136
00:10:19,950 --> 00:10:22,830
We both know the hero
won't do anything rash.
137
00:10:23,450 --> 00:10:24,990
He called my bluff.
138
00:10:25,160 --> 00:10:26,870
So I'll have to bluff better.
139
00:10:33,380 --> 00:10:36,210
See? See?
I knew you wouldn't really let me fall.
140
00:10:47,350 --> 00:10:48,690
That's strike two.
141
00:10:48,850 --> 00:10:52,900
-Care to try for--?
-Okay, okay, I'll talk.
142
00:10:57,650 --> 00:10:59,990
Nice and easy, captain.
143
00:11:00,160 --> 00:11:03,320
Why do you need this guy? With your
brain, you can hack in anyplace.
144
00:11:03,490 --> 00:11:05,240
I appreciate the vote of confidence...
145
00:11:05,410 --> 00:11:08,330
...but the codes are kept
in an isolated system.
146
00:11:08,500 --> 00:11:12,210
I've no means of access
without his help.
147
00:11:12,380 --> 00:11:14,170
Excellent, captain.
148
00:11:14,340 --> 00:11:17,510
Your daughter's halfway home.
149
00:11:17,670 --> 00:11:20,090
The secret entrance
to the Master Planner's lair.
150
00:11:20,260 --> 00:11:23,390
But since there's no way
I'm getting in the front door...
151
00:11:27,100 --> 00:11:30,770
I so need to invest
in a spider-themed wetsuit.
152
00:11:38,400 --> 00:11:40,450
I'm somewhat occupied
at the moment.
153
00:11:40,610 --> 00:11:42,160
I'm on it.
154
00:11:42,320 --> 00:11:46,580
By now, captain, you'll have reached
their monitor room.
155
00:11:46,740 --> 00:11:48,290
Agent Wade, Agent Briggs.
156
00:11:49,450 --> 00:11:50,750
Monitor duty?
157
00:11:50,910 --> 00:11:52,620
Drew the short straw, huh?
158
00:11:52,790 --> 00:11:56,420
Yeah. Dullest detail in the FBI.
159
00:11:58,920 --> 00:12:04,090
Let's find out
just how secure the Homeland is.
160
00:12:08,470 --> 00:12:10,980
-I'll call it in.
-This is a federal facility, Stacy.
161
00:12:11,140 --> 00:12:12,980
We'll handle this. Wade, go.
162
00:12:13,140 --> 00:12:15,900
All security personnel,
facility under external attack.
163
00:12:16,060 --> 00:12:18,400
External attack, indeed.
164
00:12:18,570 --> 00:12:21,320
Squad one to the roof,
squad two, the street. Move.
165
00:12:24,030 --> 00:12:25,950
Nice downloading, captain.
166
00:12:26,120 --> 00:12:29,910
That virus has given me access
to all Home Sec systems...
167
00:12:30,080 --> 00:12:34,210
...except the proprietary mainframe
containing the portal codes.
168
00:12:34,370 --> 00:12:36,830
But I've increased
your security clearance.
169
00:12:37,000 --> 00:12:38,800
You may proceed.
170
00:12:48,100 --> 00:12:51,430
Look, Stacy, maybe I picked
the wrong time to get territorial.
171
00:12:59,440 --> 00:13:02,030
-Spider-Man.
-Don't worry, G-- Girlie.
172
00:13:02,190 --> 00:13:03,440
I'll have you out soon.
173
00:13:03,610 --> 00:13:06,320
-You're finished, web-freak.
-Look out.
174
00:13:06,490 --> 00:13:08,490
No! Let go of the bars.
175
00:13:09,990 --> 00:13:11,790
No!
176
00:13:17,830 --> 00:13:23,050
Electro, take this conflict elsewhere.
177
00:13:23,210 --> 00:13:24,550
Sure thing, M.P.
178
00:13:24,720 --> 00:13:28,050
So the Master Planner
doesn't want all this tech damaged.
179
00:13:28,640 --> 00:13:30,560
Max, don't tell me you're scared...
180
00:13:30,720 --> 00:13:32,850
...of a second-rate schemer
with a funny voice.
181
00:13:33,020 --> 00:13:35,890
First, I'm not scared of nothing.
182
00:13:38,230 --> 00:13:41,730
Second, Master Planner
ain't second-rate nothing.
183
00:13:44,740 --> 00:13:49,660
And third, don't call me Max,
or I'll fry you into nothing.
184
00:13:52,950 --> 00:13:54,580
Electro, stand down.
185
00:13:57,250 --> 00:14:01,340
Retinal scan recognizes
Stacy, comma, George.
186
00:14:01,500 --> 00:14:02,670
Clearance confirmed.
187
00:14:04,300 --> 00:14:06,170
Max. Maxie.
188
00:14:06,340 --> 00:14:08,720
Maximilian. Maximum.
189
00:14:08,890 --> 00:14:11,100
Shut up, shut up. Shut up!
190
00:14:21,110 --> 00:14:24,440
That's for zapping Gwen, twice.
191
00:14:25,440 --> 00:14:27,450
Nice uploading, captain.
192
00:14:27,610 --> 00:14:31,450
Now insert that drive
into any other computer.
193
00:14:31,620 --> 00:14:34,790
I'll have my codes,
you'll get your daughter.
194
00:14:37,790 --> 00:14:39,170
I wanna talk to Gwen.
195
00:14:39,330 --> 00:14:43,130
This is no time to test me, captain.
196
00:14:46,460 --> 00:14:47,670
Stow the threats.
197
00:14:47,840 --> 00:14:50,430
I'm not doing anything more
until I know she's okay.
198
00:14:50,590 --> 00:14:52,140
Miss Stacy's resting at--
199
00:14:52,300 --> 00:14:54,970
I talk to her, or you get nothing.
200
00:14:55,140 --> 00:14:56,430
Fine.
201
00:15:02,980 --> 00:15:05,570
Great. Even the walls have arms.
202
00:15:05,730 --> 00:15:07,400
But at least one mystery's solved.
203
00:15:07,570 --> 00:15:11,410
Hey, Master Planner, some
secret-identity advice from an expert:
204
00:15:11,570 --> 00:15:14,740
Don't sign your work,
Doctor Octopus.
205
00:15:14,910 --> 00:15:19,080
Yes, Spider-Man,
it's spectacularly clever of you...
206
00:15:19,250 --> 00:15:23,580
...to have guessed the truth
after I revealed it.
207
00:15:26,670 --> 00:15:28,760
Yo, if you're gonna dance
with my date...
208
00:15:28,920 --> 00:15:31,010
...then I'm totally dancing
with yours.
209
00:15:42,150 --> 00:15:44,020
Bingo.
210
00:15:50,110 --> 00:15:52,280
Okay, that was almost worth it.
211
00:15:53,740 --> 00:15:56,450
If you want something done right...
212
00:16:07,750 --> 00:16:09,800
I thought the arms race was over.
213
00:16:09,960 --> 00:16:14,300
Oh, I've still got a few
up my sleeves.
214
00:17:03,680 --> 00:17:07,190
Without server to route signals...
215
00:17:07,360 --> 00:17:08,860
...It's too much.
216
00:17:09,020 --> 00:17:10,110
Too much.
217
00:17:15,200 --> 00:17:19,370
Must destroy connection.
218
00:17:29,040 --> 00:17:31,800
Congratulations, arachnid.
219
00:17:31,960 --> 00:17:37,720
My lair, my master plan, all ruined.
220
00:17:37,890 --> 00:17:40,140
Thanks. I specialise in foiling.
221
00:17:40,300 --> 00:17:42,810
Only one option remains.
222
00:17:52,530 --> 00:17:55,240
Farewell, Spider-Man.
223
00:17:57,410 --> 00:18:00,240
Enjoy your tomb.
224
00:18:33,110 --> 00:18:35,650
Can't budge it.
225
00:18:37,240 --> 00:18:39,160
So cold.
226
00:18:39,320 --> 00:18:42,160
Muscles stiff, numb.
227
00:18:42,330 --> 00:18:43,490
This is it.
228
00:18:44,120 --> 00:18:46,290
Fought the good fight.
229
00:18:47,040 --> 00:18:50,040
Did my best. Even foiled Doc's plan.
230
00:18:50,710 --> 00:18:52,540
No one could ask any more of me.
231
00:18:56,300 --> 00:18:58,510
What am I doing? I can't give up.
232
00:18:58,670 --> 00:19:00,470
Not with Gwen depending on me.
233
00:19:20,950 --> 00:19:22,490
Cold. It's cold.
234
00:19:22,660 --> 00:19:26,290
It'll get colder
if we don't get out of here. Hold on.
235
00:19:31,420 --> 00:19:33,250
What about him?
236
00:19:36,250 --> 00:19:39,260
So gonna hurt me more
than it hurts you.
237
00:19:43,470 --> 00:19:44,930
Called that right.
238
00:19:46,970 --> 00:19:48,100
Don't touch him.
239
00:19:48,270 --> 00:19:49,600
He's still juiced.
240
00:20:22,840 --> 00:20:24,930
Abort mission.
241
00:20:25,090 --> 00:20:27,260
Understood.
242
00:20:29,140 --> 00:20:32,480
Planner? Planner, are you there?
243
00:20:32,640 --> 00:20:34,230
-Listen, Planner--
-Dad, it's me.
244
00:20:34,400 --> 00:20:35,810
-Gwen?
-I'm okay, Daddy.
245
00:20:35,980 --> 00:20:37,650
Spider-Man saved me.
246
00:20:37,820 --> 00:20:39,980
-Are you--?
-I'm fine, honey.
247
00:20:40,150 --> 00:20:42,650
Just fine. Now.
248
00:20:49,540 --> 00:20:51,160
One minute to midnight.
249
00:20:53,120 --> 00:20:55,420
I'm gonna try her again.
250
00:20:56,290 --> 00:20:59,460
I'm sure Gwen appreciates
your perseverance.
251
00:21:02,170 --> 00:21:05,470
-Hello?
-Hi, Captain Stacy.
252
00:21:05,630 --> 00:21:07,760
It's Pete again. Peter Parker.
253
00:21:07,930 --> 00:21:09,680
Yeah, I know who you are, Pete.
254
00:21:09,850 --> 00:21:12,100
But I've told you,
Gwen's been through a lot and--
255
00:21:12,270 --> 00:21:14,020
Dad. Is that my phone?
256
00:21:14,190 --> 00:21:16,600
Not tonight, it isn't.
257
00:21:16,770 --> 00:21:20,150
Don't you give me that look,
Gwendolyn Stacy.
258
00:21:20,480 --> 00:21:22,690
Now, who could that be? Peter?
259
00:21:25,030 --> 00:21:27,360
-Hi, Petey.
-Liz, what are you--?
260
00:21:27,530 --> 00:21:29,660
I mean, it's almost midnight.
261
00:21:29,830 --> 00:21:32,450
-Shouldn't you be with Flash?
-Ten, nine, eight...
262
00:21:32,620 --> 00:21:38,460
Thing is, I'll always care about Flash,
but tonight I told him it's over.
263
00:21:38,630 --> 00:21:40,540
Really, really over.
264
00:21:40,710 --> 00:21:43,420
See, I wanna be with you.
265
00:21:43,590 --> 00:21:45,130
--Zero.
266
00:21:45,300 --> 00:21:48,390
Happy New Year!
267
00:21:50,720 --> 00:21:53,220
Happy New Year, Petey.
268
00:21:55,850 --> 00:21:57,440
Hello?
269
00:21:58,100 --> 00:22:00,190
Anyone there?
19979
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