1
00:00:03,805 --> 00:00:06,805
(GRUNTING)
2
00:00:06,807 --> 00:00:08,007
This is Spider One.
3
00:00:08,009 --> 00:00:10,009
What's your status,
Spider Four? Any sign?
4
00:00:10,011 --> 00:00:13,178
I am not using
these stupid code names
Iron Spider made up.
5
00:00:13,180 --> 00:00:16,882
Isn't Iron Spider
already a codename?
6
00:00:16,884 --> 00:00:18,350
Brooklyn's clear
to the bridge.
7
00:00:18,352 --> 00:00:20,019
No sign of Vulture.
8
00:00:20,021 --> 00:00:22,554
Aw, come on,
the code names are sweet.
9
00:00:22,556 --> 00:00:24,123
Queens is...
10
00:00:24,125 --> 00:00:25,858
...pretty yummy, by the way.
11
00:00:25,860 --> 00:00:28,027
And pretty empty of Bird Boy.
12
00:00:28,029 --> 00:00:32,031
(GASPS)
Oh, Spider Three, out.
13
00:00:32,033 --> 00:00:33,966
I just finally picked
a superhero name,
14
00:00:33,968 --> 00:00:35,834
and now you want to use
code names?
15
00:00:35,836 --> 00:00:37,569
I'm with Scarlet on this one.
16
00:00:37,571 --> 00:00:39,738
Anyway, Staten Island's clear.
17
00:00:39,740 --> 00:00:41,040
Sorry, Iron Spider.
18
00:00:41,042 --> 00:00:42,474
Looks like majority voted down
the code names.
19
00:00:43,076 --> 00:00:44,710
Iron Spider?
20
00:00:44,712 --> 00:00:46,412
You still
with us?
21
00:00:46,414 --> 00:00:48,847
Unfortunately.
Listening to all
of you babbling.
22
00:00:48,849 --> 00:00:51,316
If you aren't onboard,
then I'm following
my own course of action
23
00:00:51,318 --> 00:00:52,718
in finding Subject V.
24
00:00:52,720 --> 00:00:55,487
Whoa, you can't do that.
Can you do that?
25
00:00:55,489 --> 00:00:57,756
Just find Vulture's location
before Doc Ock
can round him up
26
00:00:57,758 --> 00:00:59,525
for the new Sinister Six.
27
00:00:59,527 --> 00:01:00,859
IRON SPIDER:
My new scanning methods
28
00:01:00,861 --> 00:01:02,895
are too complex for me
to bother explaining,
29
00:01:02,897 --> 00:01:04,730
but trust me,
I'll find a match.
30
00:01:10,403 --> 00:01:12,237
I'm going to finally
take him down.
31
00:01:12,239 --> 00:01:13,872
Gotcha, Subject V.
32
00:01:13,874 --> 00:01:15,307
Don't move or you're dust.
33
00:01:16,176 --> 00:01:17,776
Fail.
34
00:01:17,778 --> 00:01:20,179
Looks like
your scanning methods
need some work, Cho.
35
00:01:20,181 --> 00:01:23,015
Obviously I need to update
my search parameters.
36
00:01:23,017 --> 00:01:25,350
Cho, we're not out
to destroy Vulture.
37
00:01:25,352 --> 00:01:27,186
We need to bring him
in peacefully.
38
00:01:27,188 --> 00:01:29,254
I'm afraid you're
not decisive enough,
39
00:01:29,256 --> 00:01:31,223
always giving villains
the benefit of the doubt...
40
00:01:31,225 --> 00:01:34,293
And now Subject V
is still out there,
more dangerous than ever.
41
00:01:34,295 --> 00:01:37,096
Subject V?
Why don't you just call him
by his real name?
42
00:01:37,697 --> 00:01:39,031
Vulture.
43
00:01:42,802 --> 00:01:44,570
Because he's a
vicious creature.
44
00:01:44,572 --> 00:01:46,205
He's a person.
45
00:01:46,207 --> 00:01:48,140
It's not his fault
what Doc Ock did to him.
46
00:01:48,142 --> 00:01:50,309
Just stay here.
I've got this, Cho.
47
00:01:50,311 --> 00:01:52,077
Call me Spider Two!
48
00:01:52,079 --> 00:01:53,612
SPIDER-MAN: As if.
49
00:01:57,784 --> 00:01:59,551
Hey, buddy.
Remember me?
50
00:01:59,553 --> 00:02:00,886
Your friend Spidey?
51
00:02:00,888 --> 00:02:02,554
You like to try to destroy me?
52
00:02:02,556 --> 00:02:04,223
There's still a guy
in there, right?
53
00:02:04,225 --> 00:02:06,959
A nice, decent guy
who just wants to let me help?
54
00:02:06,961 --> 00:02:08,293
We can get
some bird seed together.
Maybe...
55
00:02:08,295 --> 00:02:10,028
Freeze, Subject V.
56
00:02:11,664 --> 00:02:13,765
Hey, wait.
Vulture, stop.
Whoa!
57
00:02:13,767 --> 00:02:17,002
I told you.
He's a vicious creature!
58
00:02:17,004 --> 00:02:19,404
SPIDER-MAN: Person!
59
00:02:31,451 --> 00:02:33,152
SPIDER-MAN: Whoa! Whoa!
60
00:02:33,154 --> 00:02:35,287
(STUTTERING) You know,
I'm perfectly okay
traveling by web.
61
00:02:35,289 --> 00:02:39,324
(GRUNTING)
Okay, I can take a hint,
Vulture.
62
00:02:39,326 --> 00:02:40,759
You're not up
for a conversation.
63
00:02:41,327 --> 00:02:42,394
(GRUNTING)
64
00:02:45,865 --> 00:02:49,301
I told Spider-Man, Subject V
can't be reasoned with.
(SIGHS)
65
00:02:49,303 --> 00:02:51,537
(GRUNTING)
Vulture. Seriously.
66
00:02:51,539 --> 00:02:53,505
I am trying to help you.
67
00:02:53,507 --> 00:02:56,141
IRON SPIDER: Hang on.
I've got a target lock.
68
00:02:56,143 --> 00:02:57,910
Target lock? On who?
69
00:03:00,280 --> 00:03:01,380
SPIDER-MAN: Ah!
70
00:03:01,382 --> 00:03:03,215
(GRUNTING) Whoa!
71
00:03:04,384 --> 00:03:06,985
Whoa! Hey! Whoa! (SHOUTS)
72
00:03:06,987 --> 00:03:08,687
SPIDER-MAN: You were aiming
for the water, right?
73
00:03:08,689 --> 00:03:10,022
That was on purpose?
74
00:03:10,024 --> 00:03:11,657
His pattern is too erratic.
75
00:03:11,659 --> 00:03:14,526
SPIDER-MAN:
Whoa! I've noticed!
76
00:03:14,528 --> 00:03:16,328
Whoa!
77
00:03:16,330 --> 00:03:18,764
Hey, Iron Spider,
did you forget about me?
78
00:03:20,900 --> 00:03:22,601
Okay, you guys are busy.
79
00:03:24,037 --> 00:03:26,071
Guess my target lock
could use some work, too.
80
00:03:27,006 --> 00:03:28,207
Get out of here, Cho.
81
00:03:28,209 --> 00:03:30,075
You're not helping!
82
00:03:30,077 --> 00:03:31,843
Stop coddling him.
He's just a...
83
00:03:31,845 --> 00:03:33,412
Don't say it.
84
00:03:33,414 --> 00:03:35,614
Okay, maybe I could use
some help.
85
00:03:37,917 --> 00:03:38,984
(GRUNTS)
86
00:03:41,821 --> 00:03:43,255
(GRUNTS)
87
00:03:43,257 --> 00:03:45,090
Easy, pal. Easy.
88
00:03:45,092 --> 00:03:47,025
Just settle down so we can...
89
00:03:47,027 --> 00:03:49,127
Fall to our doom!
90
00:03:49,929 --> 00:03:51,430
(SCREAMS)
91
00:03:54,334 --> 00:03:55,400
(GRUNTS)
92
00:03:56,202 --> 00:03:57,803
(GRUNTS)
93
00:03:59,239 --> 00:04:01,340
I knew I should have
brought my beach ball today.
94
00:04:04,277 --> 00:04:05,377
Hey, don't blame me.
95
00:04:05,379 --> 00:04:07,746
I didn't tell you to nose dive
into Hudson Bay.
96
00:04:09,415 --> 00:04:11,583
You know I'm not trying
to hurt you, right?
97
00:04:11,585 --> 00:04:13,785
Get away from him,
you monster! (GRUNTS)
98
00:04:13,787 --> 00:04:15,120
Iron Spider! No!
99
00:04:26,132 --> 00:04:27,199
(GRUNTS)
100
00:04:29,269 --> 00:04:30,936
(GROANS)
(GRUNTS)
101
00:04:34,941 --> 00:04:36,875
And there he goes.
102
00:04:36,877 --> 00:04:39,111
Remind me why I want you
on my team again?
103
00:04:39,113 --> 00:04:42,648
Spider-Man,
time to change the parameters
of your leadership.
104
00:04:42,650 --> 00:04:45,117
Your inability to see villains
for what they are
105
00:04:45,119 --> 00:04:46,652
repeatedly gets us
into trouble.
106
00:04:46,654 --> 00:04:49,121
They're either with us
or against us.
107
00:04:49,123 --> 00:04:51,490
Not everything's
that black and white, Cho.
108
00:04:51,492 --> 00:04:54,993
Sorry I don't subscribe
to your "blast first, ask
questions never" philosophy.
109
00:04:54,995 --> 00:04:59,298
Maybe you didn't notice,
but I just saved you
from the monster.
110
00:04:59,300 --> 00:05:01,099
He's not a monster.
111
00:05:01,101 --> 00:05:03,669
If you remember,
he almost joined
S.H.I.E.L.D. Academy.
112
00:05:03,671 --> 00:05:04,936
But he didn't.
113
00:05:04,938 --> 00:05:06,938
Monsters are
like computer viruses.
114
00:05:06,940 --> 00:05:08,440
You can't reason with them.
115
00:05:08,442 --> 00:05:11,510
First he's a creature.
Then he's a monster.
Now he's a virus?
116
00:05:11,512 --> 00:05:14,246
He's a chaotic variable
that needs to be stopped.
117
00:05:14,248 --> 00:05:16,114
And you
need to recognize that.
118
00:05:16,116 --> 00:05:18,750
You can't reduce everything
to numbers and formulas.
119
00:05:18,752 --> 00:05:20,185
This is a real person we're...
(EXPLOSION)
120
00:05:20,187 --> 00:05:21,286
(GRUNTING)
121
00:05:21,288 --> 00:05:22,454
Huh?
Huh?
122
00:05:22,456 --> 00:05:25,023
Was that,
like a cute little earthquake?
123
00:05:28,294 --> 00:05:29,494
Sand.
124
00:05:30,263 --> 00:05:31,496
It's sand.
125
00:05:31,498 --> 00:05:34,166
Yes, it is sand, Spider-Man.
126
00:05:34,168 --> 00:05:35,467
Are you sure
you didn't hit your head
127
00:05:35,469 --> 00:05:37,536
when you crashed
into the water?
128
00:05:37,538 --> 00:05:38,970
You don't understand.
129
00:05:38,972 --> 00:05:40,038
We've got to...
130
00:05:42,675 --> 00:05:44,276
(GROWLING)
131
00:05:46,379 --> 00:05:48,146
It isn't just sand.
132
00:05:48,148 --> 00:05:49,614
It's the Sandman.
133
00:05:49,616 --> 00:05:52,150
(GROWLING)
134
00:05:52,152 --> 00:05:54,486
Do you think Subject V
knew Subject S was here?
135
00:05:54,488 --> 00:05:55,987
Enough with the code names.
136
00:05:55,989 --> 00:05:57,689
Vulture totally set us up.
137
00:05:57,691 --> 00:05:59,558
Tag! You're it.
138
00:05:59,560 --> 00:06:00,459
(GROANING)
139
00:06:01,227 --> 00:06:02,294
(GROWLING)
140
00:06:03,730 --> 00:06:04,796
(GRUNTS)
141
00:06:09,969 --> 00:06:11,370
How do you stop him?
142
00:06:11,372 --> 00:06:13,138
He's completely
inconsistent matter.
143
00:06:13,140 --> 00:06:14,406
Spike!
144
00:06:14,408 --> 00:06:15,941
I gotcha. (GRUNTS)
145
00:06:16,409 --> 00:06:17,476
(GRUNTS)
146
00:06:20,546 --> 00:06:21,680
Playtime!
147
00:06:21,682 --> 00:06:24,116
You have a weird definition
of "playtime."
148
00:06:25,218 --> 00:06:26,284
(GRUNTS)
149
00:06:27,420 --> 00:06:28,553
Woo-hoo!
150
00:06:28,555 --> 00:06:29,421
Ha-ha!
151
00:06:30,556 --> 00:06:32,457
Ah! (GRUNTS)
152
00:06:33,092 --> 00:06:34,359
You're it.
153
00:06:34,361 --> 00:06:36,561
I'm it?
What's wrong
with you, Flint?
154
00:06:36,563 --> 00:06:37,496
Ha!
155
00:06:45,238 --> 00:06:47,739
Freeze webs.
I used
the suit's coolant fluid.
156
00:06:47,741 --> 00:06:49,174
I'm a genius, remember?
157
00:06:49,176 --> 00:06:50,342
If I ever forget,
158
00:06:50,344 --> 00:06:52,010
I'm sure you'll manage
to remind me.
159
00:06:52,012 --> 00:06:54,579
Okay, let's figure a way
to get Sandman
back to S.H.I.E.L.D.
160
00:06:54,581 --> 00:06:55,614
before he thaws out.
161
00:06:55,616 --> 00:06:56,715
He was acting kind of like...
162
00:06:56,717 --> 00:06:58,617
Like a rampaging monster?
163
00:06:58,619 --> 00:07:00,218
Yep. Sure was.
164
00:07:00,220 --> 00:07:01,586
Or a child.
165
00:07:01,588 --> 00:07:03,422
Which makes no sense.
166
00:07:03,424 --> 00:07:04,756
Huh?
167
00:07:04,758 --> 00:07:06,291
(CRACKLING)
168
00:07:10,563 --> 00:07:11,696
(GROWLING)
169
00:07:13,065 --> 00:07:14,366
Split into two?
170
00:07:14,368 --> 00:07:15,534
He can't do that, right?
171
00:07:15,536 --> 00:07:17,469
Catch the spiders!
172
00:07:17,471 --> 00:07:20,605
No, crush the spiders!
173
00:07:20,607 --> 00:07:22,607
Woo-hoo! (GIGGLES)
174
00:07:22,609 --> 00:07:24,376
Apparently he can now.
175
00:07:26,112 --> 00:07:27,512
(BIRDS SQUAWKING)
176
00:07:29,115 --> 00:07:30,549
You know me, Sandman.
177
00:07:30,551 --> 00:07:32,451
I'm not one to turn down
a chance to play at the beach.
178
00:07:35,154 --> 00:07:37,389
Why won't you let me tag you?
179
00:07:37,391 --> 00:07:38,657
(GRUNTS)
180
00:07:38,659 --> 00:07:40,826
Your tags are
a little intense.
(GRUNTS)
181
00:07:44,163 --> 00:07:45,230
(GRUNTS)
182
00:07:47,633 --> 00:07:50,235
Didn't expect to be playing
"Tag, you're smashed" today.
183
00:07:51,504 --> 00:07:53,438
Where are you hiding?
184
00:07:53,440 --> 00:07:55,640
You're not being very nice.
185
00:07:55,642 --> 00:07:57,742
And this just keeps
getting weirder.
186
00:07:59,512 --> 00:08:00,412
(SPIDER-MAN GRUNTS)
187
00:08:01,781 --> 00:08:02,848
Thrusters are down.
188
00:08:02,850 --> 00:08:04,015
Reroute power.
189
00:08:06,018 --> 00:08:07,886
Three. Two. One.
190
00:08:12,091 --> 00:08:13,158
Hey, Cho.
191
00:08:13,160 --> 00:08:15,060
You get tired of
beach games, too?
192
00:08:16,295 --> 00:08:18,196
How could Subject S
possibly divide
193
00:08:18,198 --> 00:08:20,265
into two completely
separate parts?
194
00:08:20,267 --> 00:08:21,633
No idea.
195
00:08:21,635 --> 00:08:23,134
He's never been
this out of control.
196
00:08:23,136 --> 00:08:24,669
He might be sick or something.
197
00:08:24,671 --> 00:08:26,705
Quit giving the villains
the benefit of the doubt.
198
00:08:29,609 --> 00:08:31,543
Can you create
an electro-static pulse?
199
00:08:31,545 --> 00:08:33,945
To temporarily disengage
the sand molecules?
200
00:08:33,947 --> 00:08:35,847
I only have the power
for one blast.
201
00:08:35,849 --> 00:08:38,116
But again, there's more
than one Subject S.
202
00:08:38,118 --> 00:08:40,118
Not if I can help it.
Wait for my signal.
203
00:08:41,821 --> 00:08:44,022
Let's hide and seek.
Count to ten.
204
00:08:44,024 --> 00:08:46,791
Uh-huh.
One, two,
205
00:08:46,793 --> 00:08:49,794
three, four, five...
206
00:08:49,796 --> 00:08:50,862
(GROWLING)
207
00:08:54,700 --> 00:08:56,401
SPIDER-MAN:
Aw, somebody needs a playmate.
208
00:08:57,169 --> 00:08:58,537
(GRUNTING)
209
00:09:01,541 --> 00:09:02,874
(BEEP) Iron Spider?
210
00:09:02,876 --> 00:09:05,143
This better be good,
Spider-Man.
211
00:09:05,145 --> 00:09:06,645
Just watch for my signal.
212
00:09:09,715 --> 00:09:11,583
Ha! Found you!
213
00:09:11,585 --> 00:09:14,252
Oh, no, I should have picked
a better hiding place.
(GROWLING)
214
00:09:16,722 --> 00:09:18,590
Crush the spider!
215
00:09:18,592 --> 00:09:20,425
Tag the spider!
216
00:09:21,260 --> 00:09:22,661
Too slow!
217
00:09:26,198 --> 00:09:27,666
Do it now, Cho!
(GROWLING)
218
00:09:37,743 --> 00:09:38,877
He's only stunned.
219
00:09:38,879 --> 00:09:40,745
Now maybe we can figure out
what's wrong with him.
220
00:09:40,747 --> 00:09:42,714
He needs help.
Help?
221
00:09:42,716 --> 00:09:44,983
What part of
"He's a bad guy"
are you not getting?
222
00:09:49,021 --> 00:09:51,556
That was a quick recovery,
even for him.
223
00:09:51,558 --> 00:09:52,624
All four hims.
224
00:09:54,794 --> 00:09:56,695
Whoa. Talk about
split-personality.
225
00:09:57,930 --> 00:09:59,164
(GROWLING)
226
00:10:01,200 --> 00:10:03,768
Oh, this is disconcerting.
227
00:10:03,770 --> 00:10:06,771
It all makes sense to me.
228
00:10:07,707 --> 00:10:09,407
Ah!
229
00:10:09,409 --> 00:10:11,776
If only I could think
of some quip about
"getting the point."
230
00:10:11,778 --> 00:10:12,844
(GROWLING)
231
00:10:15,314 --> 00:10:17,816
(GRUNTS) I hate sharp objects.
232
00:10:17,818 --> 00:10:18,984
(EXCLAIMS)
233
00:10:18,986 --> 00:10:20,051
(GROWLING)
234
00:10:21,821 --> 00:10:24,889
They won't stop. How have you
destroyed this virus before?
235
00:10:24,891 --> 00:10:27,659
This virus has a name.
Flint Marko.
236
00:10:27,661 --> 00:10:29,561
But all these Sandmen
are one-note.
237
00:10:29,563 --> 00:10:32,130
It's like they're facets
of the real Flint.
238
00:10:32,132 --> 00:10:33,798
So where's the...
Sandman Prime?
239
00:10:33,800 --> 00:10:36,101
We take down the Prime,
we take them all down.
240
00:10:36,103 --> 00:10:37,168
(GRUNTS)
241
00:10:39,138 --> 00:10:40,338
Ouch.
242
00:10:46,312 --> 00:10:47,579
That's peculiar.
243
00:10:47,581 --> 00:10:49,748
Lighthouses usually
aren't lead reinforced.
244
00:10:53,653 --> 00:10:55,687
Iron Spider,
what are you doing?
245
00:10:55,689 --> 00:10:56,921
Whoa!
246
00:10:57,590 --> 00:10:58,823
(GRUNTS)
247
00:10:58,825 --> 00:11:00,592
This just keeps
getting better.
248
00:11:08,034 --> 00:11:10,602
Spider-Man, this lighthouse?
249
00:11:10,604 --> 00:11:11,836
It's not a lighthouse.
250
00:11:19,445 --> 00:11:22,681
It's taking me down
to some kind of hidden base.
251
00:11:22,683 --> 00:11:24,482
SPIDER-MAN:
Don't go down there alone.
252
00:11:24,484 --> 00:11:26,284
I think there's more
going on here
than we realize.
253
00:11:27,720 --> 00:11:28,787
(GROWLING)
254
00:11:29,822 --> 00:11:32,323
(GRUNTS) I know exactly
what's going on.
255
00:11:32,325 --> 00:11:34,793
Sandman Prime's controlling
the attack from down here.
256
00:11:34,795 --> 00:11:36,695
And I'm going
to decisively end it.
257
00:11:36,697 --> 00:11:38,697
I don't think Sandman's
in control of anything.
258
00:11:40,466 --> 00:11:41,700
(GRUNTING)
259
00:11:47,406 --> 00:11:48,606
(SCREAMS)
260
00:11:54,547 --> 00:11:57,082
I knew it.
Evil secret base.
261
00:11:57,084 --> 00:11:58,249
Ahhh!
262
00:12:00,386 --> 00:12:03,922
Iron Spider, do not go
into the base alone.
Do you hear me?
263
00:12:03,924 --> 00:12:05,056
(ALL GROWLING)
264
00:12:06,425 --> 00:12:09,194
Hey, I know something
none of you guys'll like.
265
00:12:09,196 --> 00:12:10,662
(GURGLING)
266
00:12:13,265 --> 00:12:15,433
Water webs!
Now your name's mud!
(GROWLING)
267
00:12:15,435 --> 00:12:16,868
Comedy gold.
268
00:12:16,870 --> 00:12:18,737
SPIDER-MAN: Iron Spider?
Come in.
269
00:12:18,739 --> 00:12:20,905
I hear you.
Just not listening.
270
00:12:20,907 --> 00:12:23,408
Because as expected,
I am right.
271
00:12:29,949 --> 00:12:31,182
Subject S,
272
00:12:31,184 --> 00:12:33,685
your control over your Sandmen
is brilliant,
273
00:12:36,122 --> 00:12:38,823
but your evil
has to come to an end.
274
00:12:43,562 --> 00:12:44,629
Help me.
275
00:12:45,898 --> 00:12:46,931
Huh?
276
00:12:46,933 --> 00:12:48,032
(THUD)
Ahhh!
277
00:12:48,034 --> 00:12:49,367
(GROWLING)
278
00:12:50,035 --> 00:12:51,836
Iron Spider, come in!
279
00:12:58,644 --> 00:12:59,911
You came back?
280
00:12:59,913 --> 00:13:01,946
I didn't think you'd
actually listen to me.
281
00:13:01,948 --> 00:13:03,982
Cho, what are you doing?
282
00:13:04,984 --> 00:13:07,118
Don't shoot!
We're friends here.
283
00:13:09,421 --> 00:13:11,823
Seriously... Iron Spider.
284
00:13:11,825 --> 00:13:13,391
This is totally out of hand.
285
00:13:13,393 --> 00:13:14,793
I... I know I've been
on your case today,
286
00:13:14,795 --> 00:13:16,494
but that's no reason
to act like this.
287
00:13:17,163 --> 00:13:18,930
(GROWLS)
288
00:13:18,932 --> 00:13:20,832
Oh, should have seen
that coming.
289
00:13:20,834 --> 00:13:22,066
(GROWLING)
290
00:13:25,137 --> 00:13:26,204
(GRUNTING)
291
00:13:28,240 --> 00:13:29,374
(LAUGHING)
292
00:13:31,777 --> 00:13:33,411
Don't bother, young man.
293
00:13:33,413 --> 00:13:35,280
You are nothing
without your armor.
294
00:13:35,282 --> 00:13:37,315
And soon you
will be nothing at all.
295
00:13:38,017 --> 00:13:38,917
No.
296
00:13:39,852 --> 00:13:41,486
No!
297
00:13:45,758 --> 00:13:46,858
(GRUNTS)
298
00:13:47,927 --> 00:13:49,961
Enjoy your time together.
299
00:13:49,963 --> 00:13:52,197
After I witness
Spider-Man's final moments,
300
00:13:52,199 --> 00:13:54,165
I will be back to play
with you.
301
00:13:55,968 --> 00:13:58,102
I'll show you
who's nothing, Doc Ock.
302
00:13:58,104 --> 00:13:59,204
You sub-intellect.
303
00:13:59,206 --> 00:14:01,372
Waste of time, kid.
304
00:14:01,374 --> 00:14:03,975
He's had me down here
for weeks.
305
00:14:03,977 --> 00:14:06,044
Even in my sand form,
I can't find a way out.
306
00:14:06,846 --> 00:14:08,446
Hands off, monster.
307
00:14:08,448 --> 00:14:10,615
Okay, okay. I get it.
308
00:14:10,617 --> 00:14:12,550
After all the stuff
these mad scientist types
309
00:14:12,552 --> 00:14:14,152
have had me pull
over the years,
310
00:14:14,154 --> 00:14:15,920
I wouldn't wanna get
too close to me either.
311
00:14:17,356 --> 00:14:18,957
No.
312
00:14:18,959 --> 00:14:21,960
I'm... I'm just stressed
from, well...
313
00:14:21,962 --> 00:14:24,896
You, upstairs.
314
00:14:24,898 --> 00:14:27,365
It'll get worse
when Octavius gets back.
315
00:14:27,367 --> 00:14:30,635
That's when he
starts experimenting.
On us.
316
00:14:30,637 --> 00:14:33,037
I'm not some
freak like you.
317
00:14:33,039 --> 00:14:35,406
Ock doesn't see
it that way.
318
00:14:35,408 --> 00:14:36,975
You're either with him
or against him.
319
00:14:40,012 --> 00:14:41,746
(GRUNTS)
(GROWLS)
320
00:14:44,516 --> 00:14:46,217
No way this could get
any worse.
321
00:14:47,920 --> 00:14:48,987
(SCREECH)
(GRUNTS)
322
00:14:51,357 --> 00:14:53,591
Well, I guess
there is one way.
323
00:14:53,593 --> 00:14:55,927
You never struck me as
the beach type, Doc Ock.
324
00:14:55,929 --> 00:14:57,495
Do you own a pair
of board shorts?
325
00:14:57,497 --> 00:15:00,999
Spider-Man,
crawling right into my net.
326
00:15:01,001 --> 00:15:02,934
I lead a charmed life.
327
00:15:02,936 --> 00:15:04,035
What's the matter, Otto?
328
00:15:04,037 --> 00:15:06,237
Another Sinister Six
wasn't enough to beat me?
329
00:15:06,239 --> 00:15:07,772
You need a whole army now?
330
00:15:07,774 --> 00:15:09,941
(CACKLING)
331
00:15:09,943 --> 00:15:13,077
This is not an army,
you insipid arachnid.
332
00:15:13,079 --> 00:15:15,380
I'm building the perfect team.
333
00:15:15,382 --> 00:15:18,583
One of these copies
will be the Ultimate Sandman
334
00:15:18,585 --> 00:15:20,952
for my Ultimate Sinister Six.
335
00:15:20,954 --> 00:15:22,220
That's what I love about you.
336
00:15:22,222 --> 00:15:24,222
Just when I think
you've maxed out the crazy,
337
00:15:24,224 --> 00:15:25,957
you crank it up to eleven.
338
00:15:25,959 --> 00:15:27,725
Could a crazy man
have invented
339
00:15:27,727 --> 00:15:30,261
not only the means of creating
these splinter Sandmen,
340
00:15:30,263 --> 00:15:32,330
but also the means
of controlling them?
341
00:15:35,534 --> 00:15:37,435
(GROWLING)
342
00:15:37,437 --> 00:15:40,772
I'm gonna go with,
"Yep, that's exactly
what a crazy man would do,"
343
00:15:40,774 --> 00:15:42,273
try to manipulate Sandman.
344
00:15:43,075 --> 00:15:45,076
Destroy him!
345
00:15:45,078 --> 00:15:47,278
(GROWLING)
(GROWLING)
346
00:15:47,280 --> 00:15:49,447
Only you could make
the beach not fun.
347
00:15:52,785 --> 00:15:54,285
(GRUNTING)
348
00:15:54,287 --> 00:15:57,322
I was so certain you were
controlling this whole thing.
349
00:15:57,324 --> 00:15:59,390
Spider-Man
was right after all.
350
00:15:59,392 --> 00:16:01,793
Maybe if we work together,
351
00:16:01,795 --> 00:16:03,561
we can come up
with a way out of here.
352
00:16:03,563 --> 00:16:05,663
You're still a villain,
Subject S.
353
00:16:05,665 --> 00:16:07,098
I don't work with villains.
354
00:16:07,100 --> 00:16:10,068
Look. I've done
some bad stuff.
355
00:16:10,070 --> 00:16:11,736
I have no one to blame
but myself.
356
00:16:11,738 --> 00:16:14,172
But I am no villain.
357
00:16:14,174 --> 00:16:18,576
People always just, y'know,
use me for what I can do.
358
00:16:18,578 --> 00:16:20,078
They don't see
past your powers?
359
00:16:20,080 --> 00:16:23,114
Right. I'm... I'm...
I'm not a person to them.
360
00:16:23,116 --> 00:16:26,184
Yeah, everybody I meet
just wants me to do
brain tricks.
361
00:16:26,186 --> 00:16:28,286
"Solve this impossible
equation, Cho.
362
00:16:28,288 --> 00:16:30,788
"Calculate the Watcher's
body mass, Cho."
363
00:16:30,790 --> 00:16:33,191
(SIGHS) Nobody ever
wants to just hang out
364
00:16:33,193 --> 00:16:35,493
or go bowling or something.
365
00:16:35,495 --> 00:16:37,428
(SIGHS)
I've never gone bowling.
366
00:16:38,297 --> 00:16:39,364
(RUMBLING)
367
00:16:40,966 --> 00:16:42,333
SPIDER-MAN:
I see you guys have met.
368
00:16:42,335 --> 00:16:44,202
I love when
my friends get along.
369
00:16:46,205 --> 00:16:48,506
So much for taking Sandman
down your way, huh?
370
00:16:48,508 --> 00:16:50,408
I've learned my lesson.
Now get us out.
371
00:16:53,178 --> 00:16:55,747
Okay, getting you
out just got a little harder.
372
00:16:58,784 --> 00:17:00,184
(GRUNTS) Yah!
373
00:17:01,553 --> 00:17:03,888
None of you
are leaving here alive.
374
00:17:03,890 --> 00:17:06,457
Destroy them!
Destroy them all!
375
00:17:06,459 --> 00:17:08,192
You are a terrible host, Ock.
376
00:17:11,797 --> 00:17:13,364
(GRUNTS)
377
00:17:13,366 --> 00:17:16,401
I hate when I visit
someone in their secret lab...
378
00:17:16,403 --> 00:17:18,169
(SHOUTS)
379
00:17:18,171 --> 00:17:20,405
...and they don't even offer
you snacks. (GRUNTS)
380
00:17:21,874 --> 00:17:24,042
They just cut straight
to trying to destroy you
381
00:17:24,044 --> 00:17:25,843
with sand creatures.
382
00:17:25,845 --> 00:17:26,911
(GROWLING)
383
00:17:28,814 --> 00:17:29,914
(GRUNTS)
384
00:17:33,852 --> 00:17:36,054
Cho, some help, please?
385
00:17:36,056 --> 00:17:37,488
There's no way
out of here.
386
00:17:44,563 --> 00:17:45,730
Ahhh!
387
00:17:45,732 --> 00:17:47,231
You're a genius, remember?
388
00:17:47,233 --> 00:17:48,533
And you've got a man
who can change into
389
00:17:48,535 --> 00:17:50,034
any possible shape.
390
00:17:50,036 --> 00:17:51,636
(GRUNTS) You can do this.
391
00:17:54,206 --> 00:17:56,174
Whoa! (GASPS)
The lock is sonically induced,
392
00:17:56,176 --> 00:17:58,910
which means the right resonant
frequency could...
393
00:17:58,912 --> 00:18:00,945
Flint, how much
can you stretch?
394
00:18:02,081 --> 00:18:03,281
(GROWLING)
395
00:18:07,719 --> 00:18:09,754
I was assembling
my new Sinister Six
396
00:18:09,756 --> 00:18:11,756
to bring you down, Spider-Man,
397
00:18:11,758 --> 00:18:14,759
but thanks to my sand army,
I may not need them.
398
00:18:15,594 --> 00:18:16,661
(WHOOSHING)
399
00:18:21,600 --> 00:18:25,770
Now, why am I doing this?
400
00:18:25,772 --> 00:18:28,940
Because the second you
vibrate this cell at
the right frequency...
401
00:18:29,374 --> 00:18:30,942
(CLANKING)
402
00:18:30,944 --> 00:18:32,810
...that happens.
Time to go.
403
00:18:35,314 --> 00:18:36,347
Huh?
404
00:18:39,218 --> 00:18:40,318
(ROARS)
405
00:18:43,989 --> 00:18:45,123
You worked together?
406
00:18:45,125 --> 00:18:47,024
Aww,
that would warm my heart...
407
00:18:48,260 --> 00:18:49,627
...if we weren't
about to be destroyed.
408
00:18:49,629 --> 00:18:50,795
(GROWLING)
409
00:18:53,165 --> 00:18:56,334
Hey, Flint!
Little help with your,
uh, self?
410
00:18:56,336 --> 00:18:57,935
Well, I can't control them.
411
00:18:57,937 --> 00:18:59,871
Not as long as Octavius
has that thing.
412
00:19:01,306 --> 00:19:02,607
Remote access.
413
00:19:02,609 --> 00:19:04,308
That's how
he's deploying them.
414
00:19:04,310 --> 00:19:05,643
Then I know what to do.
415
00:19:05,645 --> 00:19:07,211
You're not the only genius
on the team.
416
00:19:08,514 --> 00:19:10,148
(BOTH GRUNT)
417
00:19:13,452 --> 00:19:15,753
One electromagnetic pulse
coming up.
418
00:19:17,789 --> 00:19:18,856
(GROWLING)
419
00:19:22,494 --> 00:19:25,563
No. No, you can't. Ahhh!
420
00:19:26,331 --> 00:19:27,932
(GROWLING)
421
00:19:27,934 --> 00:19:29,167
SPIDER-MAN: Just did.
422
00:19:31,837 --> 00:19:34,605
Flint. Protect Cho.
I'll get Otto.
423
00:19:34,607 --> 00:19:36,207
You'll get nothing!
424
00:19:36,209 --> 00:19:39,110
Activate
Self-destruct Sequence
Octavius Alpha.
425
00:19:39,478 --> 00:19:40,545
(GRUNTS)
426
00:19:43,515 --> 00:19:44,582
(RUMBLING)
427
00:19:45,817 --> 00:19:47,718
The whole lab
is coming down!
428
00:19:47,720 --> 00:19:49,287
Sick of this place anyway.
429
00:20:02,301 --> 00:20:03,568
Whew, we made it.
430
00:20:03,570 --> 00:20:06,037
That day at the beach
was no day at the beach.
431
00:20:08,840 --> 00:20:10,975
It's so hard to get sand
out of your suit.
432
00:20:12,344 --> 00:20:14,045
Ah, much better.
That's how I feel.
433
00:20:14,047 --> 00:20:19,250
I've never been more
in control of my powers.
I feel almost...
434
00:20:19,252 --> 00:20:20,851
Normal?
So stick around.
435
00:20:20,853 --> 00:20:22,853
We could make space for you
at S.H.I.E.L.D. Academy.
436
00:20:22,855 --> 00:20:26,157
Thanks, but I'm not ready
for group activities...
437
00:20:26,159 --> 00:20:27,325
...yet.
438
00:20:27,327 --> 00:20:29,393
I think I just need
some alone time.
439
00:20:29,395 --> 00:20:32,029
Well, if that's what you want,
I know just the spot.
440
00:20:32,031 --> 00:20:33,898
(GULL SHRIEKING)
441
00:20:33,900 --> 00:20:36,167
SPIDER-MAN: I always said
this place needed a beach.
442
00:20:36,169 --> 00:20:37,435
And nobody'll bug you here.
443
00:20:41,106 --> 00:20:43,274
Yeah, I think this
looks like a place
444
00:20:43,276 --> 00:20:45,076
I can really stretch out.
445
00:20:45,078 --> 00:20:46,344
(HISSING)
446
00:20:50,782 --> 00:20:52,283
And whenever you're ready,
447
00:20:52,285 --> 00:20:53,618
S.H.I.E.L.D. Academy
is right next door.
448
00:20:53,620 --> 00:20:56,020
I'll admit, you were right,
Spider-Man.
449
00:20:56,022 --> 00:20:59,023
Sometimes things aren't
as binary as I think they are.
450
00:20:59,025 --> 00:21:01,058
And not all bad guys
are monsters.
451
00:21:01,060 --> 00:21:02,893
But I think you're right
about Vulture.
452
00:21:02,895 --> 00:21:05,263
I played it soft,
and he dropped us right
in Ock's lap.
453
00:21:05,265 --> 00:21:06,597
Or did he?
454
00:21:06,599 --> 00:21:09,267
Octavius was rather surprised
to see us.
455
00:21:09,269 --> 00:21:11,369
You think Vulture
took us there to save Sandman?
456
00:21:12,070 --> 00:21:13,304
Like, on purpose?
457
00:21:13,306 --> 00:21:14,905
You did tell him
you wanted to help.
458
00:21:14,907 --> 00:21:16,974
And he led us to someone
who really needed it.
459
00:21:16,976 --> 00:21:19,410
If there really is still
a person inside Vulture,
460
00:21:19,412 --> 00:21:21,279
we might have a shot
at stopping Ock's new team
461
00:21:21,281 --> 00:21:23,914
before he even gets started.
Let's get to work.
462
00:21:23,916 --> 00:21:25,549
Any chance you want
to go bowling first?
463
00:21:25,551 --> 00:21:27,652
Bowling?
Are you okay, Cho?
464
00:21:27,654 --> 00:21:30,454
I'm expanding my parameters.
465
00:21:30,456 --> 00:21:31,822
Bowling it is,
Spider Two.