(GRUNTING)
This is Spider One.
What's your status, Spider Four? Any sign?
I am not using these stupid code names Iron Spider made up.
Isn't Iron Spider already a codename?
Brooklyn's clear to the bridge.
No sign of Vulture.
Aw, come on, the code names are sweet.
Queens is...
...pretty yummy, by the way.
And pretty empty of Bird Boy.
(GASPS) Oh, Spider Three, out.
I just finally picked a superhero name,
and now you want to use code names?
I'm with Scarlet on this one.
Anyway, Staten Island's clear.
Sorry, Iron Spider.
Looks like majority voted down the code names.
Iron Spider?
You still with us?
Unfortunately. Listening to all of you babbling.
If you aren't onboard, then I'm following my own course of action
in finding Subject V.
Whoa, you can't do that. Can you do that?
Just find Vulture's location before Doc Ock can round him up
for the new Sinister Six.
IRON SPIDER: My new scanning methods
are too complex for me to bother explaining,
but trust me, I'll find a match.
I'm going to finally take him down.
Gotcha, Subject V.
Don't move or you're dust.
Fail.
Looks like your scanning methods need some work, Cho.
Obviously I need to update my search parameters.
Cho, we're not out to destroy Vulture.
We need to bring him in peacefully.
I'm afraid you're not decisive enough,
always giving villains the benefit of the doubt...
And now Subject V is still out there, more dangerous than ever.
Subject V? Why don't you just call him by his real name?
Vulture.
Because he's a vicious creature.
He's a person.
It's not his fault what Doc Ock did to him.
Just stay here. I've got this, Cho.
Call me Spider Two!
SPIDER-MAN: As if.
Hey, buddy. Remember me?
Your friend Spidey?
You like to try to destroy me?
There's still a guy in there, right?
A nice, decent guy who just wants to let me help?
We can get some bird seed together. Maybe...
Freeze, Subject V.
Hey, wait. Vulture, stop. Whoa!
I told you. He's a vicious creature!
SPIDER-MAN: Person!
SPIDER-MAN: Whoa! Whoa!
(STUTTERING) You know, I'm perfectly okay traveling by web.
(GRUNTING) Okay, I can take a hint, Vulture.
You're not up for a conversation.
(GRUNTING)
I told Spider-Man, Subject V can't be reasoned with. (SIGHS)
(GRUNTING) Vulture. Seriously.
I am trying to help you.
IRON SPIDER: Hang on. I've got a target lock.
Target lock? On who?
SPIDER-MAN: Ah!
(GRUNTING) Whoa!
Whoa! Hey! Whoa! (SHOUTS)
SPIDER-MAN: You were aiming for the water, right?
That was on purpose?
His pattern is too erratic.
SPIDER-MAN: Whoa! I've noticed!
Whoa!
Hey, Iron Spider, did you forget about me?
Okay, you guys are busy.
Guess my target lock could use some work, too.
Get out of here, Cho.
You're not helping!
Stop coddling him. He's just a...
Don't say it.
Okay, maybe I could use some help.
(GRUNTS)
Easy, pal. Easy.
Just settle down so we can...
Fall to our doom!
(SCREAMS)
(GRUNTS)
I knew I should have brought my beach ball today.
Hey, don't blame me.
I didn't tell you to nose dive into Hudson Bay.
You know I'm not trying to hurt you, right?
Get away from him, you monster! (GRUNTS)
Iron Spider! No!
(GRUNTS)
(GROANS) (GRUNTS)
And there he goes.
Remind me why I want you on my team again?
Spider-Man, time to change the parameters of your leadership.
Your inability to see villains for what they are
repeatedly gets us into trouble.
They're either with us or against us.
Not everything's that black and white, Cho.
Sorry I don't subscribe to your "blast first, ask questions never" philosophy.
Maybe you didn't notice, but I just saved you from the monster.
He's not a monster.
If you remember, he almost joined S.H.I.E.L.D. Academy.
But he didn't.
Monsters are like computer viruses.
You can't reason with them.
First he's a creature. Then he's a monster. Now he's a virus?
He's a chaotic variable that needs to be stopped.
And you need to recognize that.
You can't reduce everything to numbers and formulas.
This is a real person we're... (EXPLOSION)
(GRUNTING)
Huh? Huh?
Was that, like a cute little earthquake?
Sand.
It's sand.
Yes, it is sand, Spider-Man.
Are you sure you didn't hit your head
when you crashed into the water?
You don't understand.
We've got to...
(GROWLING)
It isn't just sand.
It's the Sandman.
(GROWLING)
Do you think Subject V knew Subject S was here?
Enough with the code names.
Vulture totally set us up.
Tag! You're it.
(GROANING)
(GROWLING)
(GRUNTS)
How do you stop him?
He's completely inconsistent matter.
Spike!
I gotcha. (GRUNTS)
(GRUNTS)
Playtime!
You have a weird definition of "playtime."
(GRUNTS)
Woo-hoo!
Ha-ha!
Ah! (GRUNTS)
You're it.
I'm it? What's wrong with you, Flint?
Ha!
Freeze webs. I used the suit's coolant fluid.
I'm a genius, remember?
If I ever forget,
I'm sure you'll manage to remind me.
Okay, let's figure a way to get Sandman back to S.H.I.E.L.D.
before he thaws out.
He was acting kind of like...
Like a rampaging monster?
Yep. Sure was.
Or a child.
Which makes no sense.
Huh?
(CRACKLING)
(GROWLING)
Split into two?
He can't do that, right?
Catch the spiders!
No, crush the spiders!
Woo-hoo! (GIGGLES)
Apparently he can now.
(BIRDS SQUAWKING)
You know me, Sandman.
I'm not one to turn down a chance to play at the beach.
Why won't you let me tag you?
(GRUNTS)
Your tags are a little intense. (GRUNTS)
Didn't expect to be playing "Tag, you're smashed" today.
Where are you hiding?
You're not being very nice.
And this just keeps getting weirder.
(SPIDER-MAN GRUNTS)
Thrusters are down.
Reroute power.
Three. Two. One.
Hey, Cho.
You get tired of beach games, too?
How could Subject S possibly divide
into two completely separate parts?
No idea.
He's never been this out of control.
He might be sick or something.
Quit giving the villains the benefit of the doubt.
Can you create an electro-static pulse?
To temporarily disengage the sand molecules?
I only have the power for one blast.
But again, there's more than one Subject S.
Not if I can help it. Wait for my signal.
Let's hide and seek. Count to ten.
Uh-huh. One, two,
three, four, five...
(GROWLING)
SPIDER-MAN: Aw, somebody needs a playmate.
(GRUNTING)
(BEEP) Iron Spider?
This better be good, Spider-Man.
Just watch for my signal.
Ha! Found you!
Oh, no, I should have picked a better hiding place. (GROWLING)
Crush the spider!
Tag the spider!
Too slow!
Do it now, Cho! (GROWLING)
He's only stunned.
Now maybe we can figure out what's wrong with him.
He needs help. Help?
What part of "He's a bad guy" are you not getting?
That was a quick recovery, even for him.
All four hims.
Whoa. Talk about split-personality.
(GROWLING)
Oh, this is disconcerting.
It all makes sense to me.
Ah!
If only I could think of some quip about "getting the point."
(GROWLING)
(GRUNTS) I hate sharp objects.
(EXCLAIMS)
(GROWLING)
They won't stop. How have you destroyed this virus before?
This virus has a name. Flint Marko.
But all these Sandmen are one-note.
It's like they're facets of the real Flint.
So where's the... Sandman Prime?
We take down the Prime, we take them all down.
(GRUNTS)
Ouch.
That's peculiar.
Lighthouses usually aren't lead reinforced.
Iron Spider, what are you doing?
Whoa!
(GRUNTS)
This just keeps getting better.
Spider-Man, this lighthouse?
It's not a lighthouse.
It's taking me down to some kind of hidden base.
SPIDER-MAN: Don't go down there alone.
I think there's more going on here than we realize.
(GROWLING)
(GRUNTS) I know exactly what's going on.
Sandman Prime's controlling the attack from down here.
And I'm going to decisively end it.
I don't think Sandman's in control of anything.
(GRUNTING)
(SCREAMS)
I knew it. Evil secret base.
Ahhh!
Iron Spider, do not go into the base alone. Do you hear me?
(ALL GROWLING)
Hey, I know something none of you guys'll like.
(GURGLING)
Water webs! Now your name's mud! (GROWLING)
Comedy gold.
SPIDER-MAN: Iron Spider? Come in.
I hear you. Just not listening.
Because as expected, I am right.
Subject S,
your control over your Sandmen is brilliant,
but your evil has to come to an end.
Help me.
Huh?
(THUD) Ahhh!
(GROWLING)
Iron Spider, come in!
You came back?
I didn't think you'd actually listen to me.
Cho, what are you doing?
Don't shoot! We're friends here.
Seriously... Iron Spider.
This is totally out of hand.
I... I know I've been on your case today,
but that's no reason to act like this.
(GROWLS)
Oh, should have seen that coming.
(GROWLING)
(GRUNTING)
(LAUGHING)
Don't bother, young man.
You are nothing without your armor.
And soon you will be nothing at all.
No.
No!
(GRUNTS)
Enjoy your time together.
After I witness Spider-Man's final moments,
I will be back to play with you.
I'll show you who's nothing, Doc Ock.
You sub-intellect.
Waste of time, kid.
He's had me down here for weeks.
Even in my sand form, I can't find a way out.
Hands off, monster.
Okay, okay. I get it.
After all the stuff these mad scientist types
have had me pull over the years,
I wouldn't wanna get too close to me either.
No.
I'm... I'm just stressed from, well...
You, upstairs.
It'll get worse when Octavius gets back.
That's when he starts experimenting. On us.
I'm not some freak like you.
Ock doesn't see it that way.
You're either with him or against him.
(GRUNTS) (GROWLS)
No way this could get any worse.
(SCREECH) (GRUNTS)
Well, I guess there is one way.
You never struck me as the beach type, Doc Ock.
Do you own a pair of board shorts?
Spider-Man, crawling right into my net.
I lead a charmed life.
What's the matter, Otto?
Another Sinister Six wasn't enough to beat me?
You need a whole army now?
(CACKLING)
This is not an army, you insipid arachnid.
I'm building the perfect team.
One of these copies will be the Ultimate Sandman
for my Ultimate Sinister Six.
That's what I love about you.
Just when I think you've maxed out the crazy,
you crank it up to eleven.
Could a crazy man have invented
not only the means of creating these splinter Sandmen,
but also the means of controlling them?
(GROWLING)
I'm gonna go with, "Yep, that's exactly what a crazy man would do,"
try to manipulate Sandman.
Destroy him!
(GROWLING) (GROWLING)
Only you could make the beach not fun.
(GRUNTING)
I was so certain you were controlling this whole thing.
Spider-Man was right after all.
Maybe if we work together,
we can come up with a way out of here.
You're still a villain, Subject S.
I don't work with villains.
Look. I've done some bad stuff.
I have no one to blame but myself.
But I am no villain.
People always just, y'know, use me for what I can do.
They don't see past your powers?
Right. I'm... I'm... I'm not a person to them.
Yeah, everybody I meet just wants me to do brain tricks.
"Solve this impossible equation, Cho.
"Calculate the Watcher's body mass, Cho."
(SIGHS) Nobody ever wants to just hang out
or go bowling or something.
(SIGHS) I've never gone bowling.
(RUMBLING)
SPIDER-MAN: I see you guys have met.
I love when my friends get along.
So much for taking Sandman down your way, huh?
I've learned my lesson. Now get us out.
Okay, getting you out just got a little harder.
(GRUNTS) Yah!
None of you are leaving here alive.
Destroy them! Destroy them all!
You are a terrible host, Ock.
(GRUNTS)
I hate when I visit someone in their secret lab...
(SHOUTS)
...and they don't even offer you snacks. (GRUNTS)
They just cut straight to trying to destroy you
with sand creatures.
(GROWLING)
(GRUNTS)
Cho, some help, please?
There's no way out of here.
Ahhh!
You're a genius, remember?
And you've got a man who can change into
any possible shape.
(GRUNTS) You can do this.
Whoa! (GASPS) The lock is sonically induced,
which means the right resonant frequency could...
Flint, how much can you stretch?
(GROWLING)
I was assembling my new Sinister Six
to bring you down, Spider-Man,
but thanks to my sand army, I may not need them.
(WHOOSHING)
Now, why am I doing this?
Because the second you vibrate this cell at the right frequency...
(CLANKING)
...that happens. Time to go.
Huh?
(ROARS)
You worked together?
Aww, that would warm my heart...
...if we weren't about to be destroyed.
(GROWLING)
Hey, Flint! Little help with your, uh, self?
Well, I can't control them.
Not as long as Octavius has that thing.
Remote access.
That's how he's deploying them.
Then I know what to do.
You're not the only genius on the team.
(BOTH GRUNT)
One electromagnetic pulse coming up.
(GROWLING)
No. No, you can't. Ahhh!
(GROWLING)
SPIDER-MAN: Just did.
Flint. Protect Cho. I'll get Otto.
You'll get nothing!
Activate Self-destruct Sequence Octavius Alpha.
(GRUNTS)
(RUMBLING)
The whole lab is coming down!
Sick of this place anyway.
Whew, we made it.
That day at the beach was no day at the beach.
It's so hard to get sand out of your suit.
Ah, much better. That's how I feel.
I've never been more in control of my powers. I feel almost...
Normal? So stick around.
We could make space for you at S.H.I.E.L.D. Academy.
Thanks, but I'm not ready for group activities...
...yet.
I think I just need some alone time.
Well, if that's what you want, I know just the spot.
(GULL SHRIEKING)
SPIDER-MAN: I always said this place needed a beach.
And nobody'll bug you here.
Yeah, I think this looks like a place
I can really stretch out.
(HISSING)
And whenever you're ready,
S.H.I.E.L.D. Academy is right next door.
I'll admit, you were right, Spider-Man.
Sometimes things aren't as binary as I think they are.
And not all bad guys are monsters.
But I think you're right about Vulture.
I played it soft, and he dropped us right in Ock's lap.
Or did he?
Octavius was rather surprised to see us.
You think Vulture took us there to save Sandman?
Like, on purpose?
You did tell him you wanted to help.
And he led us to someone who really needed it.
If there really is still a person inside Vulture,
we might have a shot at stopping Ock's new team
before he even gets started. Let's get to work.
Any chance you want to go bowling first?
Bowling? Are you okay, Cho?
I'm expanding my parameters.
Bowling it is, Spider Two.