MAY: Breakfast is on, Peter. Hurry up!
I don't want to explain
to Nick Fury why Spider-Man is tardy!
What the what?
Aunt May knows my secret identity?
Of course she does.
Apparently, she's known for a long time.
And that's a good thing.
Just like... Oh, I don't know, everything in my life?
The Goblin? Defeated.
Contest of Champions? Nailed it.
S.H.I.E.L.D. Academy? Own it like a boss.
Best part? No more secrets from Aunt May.
She's cool with me being Spider-Man.
I'm cool with you being Spider-Man.
See?
But there's no way I'm gonna let you leave the house
without a healthy stack of wheatcakes.
I might be Spidey, but she's still Aunt May.
Maybe looking out for other people is a Parker family trait.
Mmm, wheatcakes!
SPIDER-MAN: Good morning, New York!
(SINGING) ♪ Spider-Man, he's got things under control
♪ He's got your back, even if you're an
♪ Elf or a troll ♪
Okay, so I'm not a songwriter.
That doesn't make me any less awesomesauce!
Hey! Let me help you with that.
(OLD MAN GROANS) SPIDER-MAN: You're welcome!
I think... Ow! Your cat likes me (CAT MEOWING)
(PEOPLE APPLAUDING)
WOMAN: Stop! Thief!
SPIDER-MAN: Thief, stopped.
I love you, Spidey!
What'd I tell ya? Everything's comin' up Spidey.
Even Norman and Harry Osborn are getting along better than ever.
Who'd have thought that?
What a great... (EXPLOSION)
Uh-oh.
Doc Ock's one of the only rogues in my gallery
I haven't put behind bars.
The Spider! Always crawling where you do not belong!
Huh? Iron Spider and Agent Venom?
You're not Spider-Man.
Brilliant deduction. No wonder you're a doctor!
I've got your medicine right here!
(CHUCKLING)
I accept no spider substitu...
(GRUNTS)
Then you're in luck, Ock. The original, first printing,
near-mint condition Ultimate Spider-Man.
(DR. OCTOPUS ROARS)
SPIDER-MAN: I'm less valuable if I'm damaged!
(GRUNTS) Airball!
When was the last time you had your eyes checked?
I do not miss.
I wasn't aiming for you.
(SCREAMING)
Oh, no! Argh!
(GRUNTS)
Iron Spider! No!
(LAUGHING EVILLY)
(GRUNTS) I'm not gonna let you, of all people,
ruin my perfect day, Ock.
(SNARLS)
And my taser webs agree.
(GROANING)
Shocking turn of events. Yep, I said it.
Venom, get Iron Spider clear!
VENOM: You got it, Spidey!
Now, let's wrap this up!
(GROANING)
(GIGGLES) Get it, "wrap"?
Venom? Did you remember a present for this guy?
What? Why would I give Ock a...
Oh, I get it!
Maybe he wants some gift missiles!
I don't think he liked 'em.
He's so hard to shop for.
No matter how many lackeys you have, Spider-Man,
you'll never defeat Otto Octavius!
Hey, Iron Spider, Ock just called you a lackey! How do you feel about that?
IRON SPIDER: Lemme show him! Uh-oh...
(YELLS)
What'd I tell ya?
The other spiders have my back.
Another reason I can now handle
anything life throws at me.
FURY: Nice work, Spider-Man.
Dr. Octopus has been evading us for months.
No problem! You know how sometimes people have great days?
Well, I'm only having great days.
Flash, I need to study your brain.
Whoa! No one's ever said those words to me before.
Ock caught me off guard, but you and Spider-Man can anticipate danger.
You have no idea how helpful Spider-Sense is.
It warns me before a bad guy attacks.
Even before I bite into a pizza that's too hot!
Okay. So I'm not gonna study all of your brain.
Just the part that works with Spider-Sense.
Excellent training of those two,
as well as heading your other teams.
Every member of S.H.I.E.L.D. Academy
has improved because of your leadership.
Really? Even Nova?
FURY: Especially Nova.
You've come a long way, Spider-Man.
That's why I'm promoting you to S.H.I.E.L.D. student instructor.
Congratulations.
(GIGGLING)
(CHUCKLES)
Spider-Man, now, don't let this go to your head.
I would never.
You're gonna be here a long time, Doc.
I'd get used to your new accommodations, if I were you.
Oh, I will. With a few changes,
I could feel very much at home here.
(GROWLING)
What's he doing?
(GROWLING)
Stand down, prisoner!
I assure you that Swarm definitely has no control
over what's happening.
(EXPLOSION)
(AGENTS SCREAMING)
(ALARM BLARING)
Situation report. Now!
Did Iron Man hit the windshield again?
(ALARM CONTINUES)
Look out!
Hmm.
Radar's coming back negative.
We can't see who's attacking!
You can't see what's out there because it's in here.
Swarm nanobots. I'll give you eight guesses who's behind this.
Doc Ock was a Trojan Horse.
Trojan Octopus, technically.
What?
But who's being technical?
We need to get to the cellblock.
These nanobots aren't making it easy to get to the prison section.
DR. OCTOPUS: No need to chase me, Spider-Man.
I'll make it easy on you.
The thing about having the most brilliant mind on Earth...
"Most brilliant"? And you chose that haircut?
...is that I can predict exactly what your pathetic web brain will do!
You brought me inside S.H.I.E.L.D.
What happens next is your fault.
How many times have I taken you down on my own, Ock?
Now, with S.H.I.E.L.D.'s help?
Man, I'd hate to be you right now.
You're not the only one with help.
(EXPLOSION) (GRUNTING)
DR. OCTOPUS: Remember my Spider-Soldiers?
Well, I've created a new army.
I think you'll like their design.
You thought I'd like Goblin soldiers?
Oh, I get it. Sarcasm!
I hate sarcasm!
(GRUNTING)
Where are you going, Spider-Man?
My Goblin army wants you to come out and play!
Goblin soldiers! This is worse than my dream
where Fury shows up to S.H.I.E.L.D. Academy in his underwear.
Hey, I'm no happier about it than you are.
FURY: Nick Fury to Triskelion, come in!
Dr. Connors, do you read?
He's jamming the comms.
SPIDER-MAN: At least we've got good cover.
Ah! Whoa!
Uh, you know what? Maybe I should just stop talking.
Agreed.
What are these nanobots doing to my Tri-Carrier?
(ELECTRICAL BUZZING)
They're eating it!
Why would Ock dissolve the Tri-Carrier while he's still on it?
He's crazy, but not that crazy. (GUNSHOTS)
Ah!
Hey! I was just telling everyone how crazy you aren't.
Okay! I take it back!
You're the craziest person I know!
(YELLS)
(LAUGHING EVILLY)
Fighting Goblins is hard enough without having the room
constantly changing around me.
Wait.
I can use that to my advantage.
(GROANS)
Hey, guys! We can tell when we're not wanted.
See ya!
Thanks, Spider-Man. No need to thank me for saving you.
It's what I've been trained to do. I was saying...
Thanks, Spider-Man, for trapping us in a room with no way out.
Oh! Again with the sarcasm.
But hey! At least we're safe! (RUMBLING)
Walls closing in? Really?
Too bad your mouth doesn't have a Spider-Sense
for being wrong!
(GRUNTING)
Not interested in becoming the Ultimate Spider-Jam!
(GROANING)
(MOANING)
(DEFLATING)
IRON SPIDER: You were right, Cho! They are in here!
Did you get any data about the tactical deployment of the Goblin troops?
VENOM: "Tactical de..." What?
We were in my lab when we heard the explosion.
And the walls started to warp.
We came straight to find you.
(GUNSHOT) Not this time, pal.
Hey! It worked!
(ROARING)
(SCREAMING)
(IRON SPIDER SCREAMS)
Whoa. Cho!
You sensed that? Digital Spider-Sense.
Just designed it. I'm so genius.
My brain was totally useful.
Celebrate later. Iron Spider, my comms are jammed.
Can you get a message to the Triskelion?
I'm not getting through. SPIDER-MAN: Your systems are jammed too?
Not our systems. Theirs.
The Triskelion's also under attack?
Can you scan the Swarm nanobots?
I have a feeling they're not just destroying this place.
What? You're right! They're rebuilding the Tri-Carrier.
Into what? (ENGINE ROARING)
DR. OCTOPUS: Into your worst nightmare.
(CACKLING)
How are you pulling this off, Ock?
It's 10 steps up from your usual plan
of trying to trap, hurt, and generally insult me.
I learned by watching you, Spider-Man.
You are not the only one capable of building a team.
You're saying I inspired this plan of yours?
The greatest enemies of S.H.I.E.L.D. have finally joined forces...
Doctor Otto Octavius and HYDRA.
Zola.
Nicholas Fury.
Your S.H.I.E.L.D. Tri-Carrier is no more.
We transformed it into the new home of HYDRA.
Hail HYDRA!
DR. OCTOPUS: Hail HYDRA! (LAUGHING)
SOLDIERS: Hail HYDRA.
Arnim Zola and Ock are besties?
Did no one get the memo this was supposed to be a perfect day?
ZOLA: Today heralds our rebirth!
S.H.I.E.L.D.'s high-tech zeppelin
has become something greater!
You did what
to my Tri-Carrier?
(SCREAMING)
(GRUNTING)
Seriously, guys? Don't you know never to mess
with a superspy's favorite hovering boondoggle?
(GRUNTING)
(ELECTRICITY CRACKLING)
I'll teach you about playing with other people's toys.
Get them, you fools!
(GRUNTING)
Cho, the last time we fought Swarm,
you said you were developing an anti-Swarm transmitter device.
Tried, but couldn't get the anti-nanobots to adjust to the changes in the Swarm.
You think you could use the digital Spider-Sense you created
to teach the anti-Swarm how to react?
Yes! You're a genius!
Well, I'm a genius, but you're a genius about my genius.
Okay. You guys are using a whole lot of words.
Just tell me, can we stop the Tri-Carrier from changing?
Yes, and maybe even reverse it!
The only problem, my lab's probably melted into a HYDRA armory or something.
We have to get you down to the Triskelion.
It's still covered with Goblin Gliders.
I don't know if I can make it in there, let alone back out.
I can get you past their defense.
I'll be your blocker, dude.
I made all-state three years in a row!
(YELLING)
What does that even mean? (SCREAMING)
Is that sports talk?
(BOTH GRUNTING)
Heads up, Goblins!
(GRUNTING)
Midtown High Varsity rules!
(GRUNTING)
I seem to have touched a nerve, Nicholas.
I've got a plan. Follow my lead.
Lead fast. (GRUNTING)
Time to admit defeat, Spider-Man.
Is it? My watch must be off.
(GROWLS)
(YELLS)
(SNARLING)
Fury, now!
(BOTH GRUNTING)
No!
That's enough!
If you two can't play nicely...
That web fluid will hold them, but not for long.
How are you, big guy? Fine. Barely felt that.
Yeah. Sounds like it.
Except I think your broken ribs may have broken ribs.
(SCREECHING)
If Cho's transmitter device is going to work,
then we've got to get topside.
Sorry about this.
(GRUNTS) (BONES CRACK)
Ah!
No. Leave me, Spider-Man.
Are you kidding? Who's going to berate me while I save the day?
(FURY GROANING)
Strap in. It's gonna be a bumpy ride.
Sorry. Sorry.
(GROANING CONTINUES) Sorry. Sorry.
Warned you.
Huh?
Whoa. Whatever architect designed this
needs some serious therapy.
My Tri-Carrier, look what they've done to her.
(GROANS) "Her?"
You have a more serious relationship than I thought.
Whoa!
There is nowhere to hide on my HYDRA island.
Not to brag, but I designed it myself.
What'd I say?
FURY: Ahhh! (GRUNTING)
Okay, we might be totally cornered,
but at least the view's nice.
(YELLS)
Ahh! (GRUNTS)
You are at the edge of defeat, Spider-Man.
The Goblin army is finishing off your friends.
No one can help you.
Oh, yeah? What do you call that?
One missile against my entire island?
Ha-ha! You are a fool.
It's not a missile. It's much more annoying.
Nova to the rescue!
(GRUNTS)
(NOVA YELLS)
NOVA: What?
'Sup, web-head? Heard you're in trouble, like always.
Iron Spider said to give you this blah-blah-nerdinator.
It's the anti-Swarm transmitter.
Yeah, just like I said. Set it off.
I gotta get it to the highest point.
No problemo. Let's do this.
(GROANING)
No. Fury's injured. He needs medical help now.
What about you? You know me. I've got this.
Right. You always do.
Was that sincerity or sarcasm?
What do you think? (GROANS)
That wasn't an answer!
SPIDER-MAN: So today's had some speed bumps,
but I can still turn it back into the best day ever.
Like I said before, I've got this covered!
(TRANSMITTER BEEPING)
Yes! Total victory.
Who's back on top? This guy.
Ock?
Noble effort, Spider-Man,
but your victory was short-lived, as you will be.
(GRUNTING)
You are a terrible hugger.
(LAUGHING)
(GRUNTING)
Whoa! Ugh.
No!
(SCREAMING)
(MUFFLED YELLING)
No. No. HYDRA can't win.
ZOLA: (ON SCREEN) Attention, citizens of New York,
we have overthrown the tyrant Nick Fury
and his agents of S.H.I.E.L.D.
Kneel before your saviors and hail HYDRA.
Oh, no, Peter. Please be okay.
It's gone.
My friends, S.H.I.E.L.D.
It's all gone.
Except me.
I'm still the Ultimate Spider-Man.
I can do this. (SCOFFS) Do what?
(SPIDER-MAN GASPS)
You couldn't even save yourself. Who are you?
I'm the guy that pulled you from the bottom of the bay.
You're welcome.
Also, I pried this off of you.
Webs? You're a spider too?
Not just a spider. The first spider.
The what?