1
00:00:02,702 --> 00:00:04,470
Friendly neighborhood
Spider-Man here,

2
00:00:04,472 --> 00:00:07,272
and I've been dealing
with some pretty
heavy stuff recently.

3
00:00:09,376 --> 00:00:11,210
CONNORS:
Almost there.

4
00:00:12,379 --> 00:00:14,213
Almost there.

5
00:00:16,149 --> 00:00:18,550
This kinda heavy?
No problemo.

6
00:00:18,552 --> 00:00:21,220
Proportionate strength of
a spider blah, blah, blah...

7
00:00:21,222 --> 00:00:24,123
But the real heavy is
what's going on with
S.H.I.E.L.D. Academy.

8
00:00:24,125 --> 00:00:25,324
<i>Fury is still missing.</i>

9
00:00:25,326 --> 00:00:27,126
<i>Rhino turned horn</i>
<i>and betrayed us.</i>

10
00:00:27,128 --> 00:00:29,628
<i>And Doc Ock</i>
<i>sidelined Agent Venom.</i>

11
00:00:29,630 --> 00:00:31,063
Some leader
I turned out to be.

12
00:00:31,065 --> 00:00:34,666
I should win LVP,
Least Valuable Player.

13
00:00:34,668 --> 00:00:36,402
Be careful.

14
00:00:36,404 --> 00:00:39,104
Don't wanna damage
the power supply to
my anti-Hydra weapon.

15
00:00:40,140 --> 00:00:41,974
Anti-Hydra weapon?

16
00:00:41,976 --> 00:00:44,209
Okay. A, nice.

17
00:00:44,211 --> 00:00:46,545
And two, might wanna
rethink the name.

18
00:00:46,547 --> 00:00:48,147
Kinda obvious.

19
00:00:48,149 --> 00:00:52,251
Whatever you say,
Spider... Man.

20
00:00:52,253 --> 00:00:53,285
Touche.

21
00:00:55,221 --> 00:00:56,922
(MACHINE POWERING UP)

22
00:01:04,164 --> 00:01:07,332
A-ha! Science success.

23
00:01:07,334 --> 00:01:08,834
It took some work,

24
00:01:08,836 --> 00:01:10,069
but this is the most
powerful weapon

25
00:01:10,071 --> 00:01:12,237
we have in our battle
against Hydra.

26
00:01:20,914 --> 00:01:23,215
Whoa! And you're
keeping it here?

27
00:01:23,217 --> 00:01:26,919
You realize that everyone
and their mother's infiltrated
the Triskelion at least once?

28
00:01:26,921 --> 00:01:28,120
Sometimes twice.

29
00:01:33,526 --> 00:01:35,127
SPIDER-MAN:
What's this?

30
00:01:35,129 --> 00:01:38,964
The weapon key.
It can't function without it.

31
00:01:38,966 --> 00:01:42,234
Put this somewhere
no one would ever look,

32
00:01:42,236 --> 00:01:43,602
even me.

33
00:01:43,604 --> 00:01:46,672
Got the perfect place,
maybe.

34
00:01:58,251 --> 00:01:59,918
Guess I got to
think this through.
(BEEPING)

35
00:01:59,920 --> 00:02:01,320
Huh? Ben?

36
00:02:01,322 --> 00:02:03,422
<i>Tell me you're on</i>
<i>your way, punk.</i>

37
00:02:03,424 --> 00:02:07,392
Duh, I'm totally on my way
to, uh, to where again?

38
00:02:07,394 --> 00:02:09,394
<i>Aunt May's</i>
<i>birthday party.</i>

39
00:02:09,396 --> 00:02:11,029
<i>You picked up</i>
<i>the cake, right?</i>

40
00:02:11,431 --> 00:02:12,865
Sure did.

41
00:02:14,167 --> 00:02:15,601
Sure didn't!

42
00:02:15,603 --> 00:02:18,303
Sorry, Dr. Connors,
gotta run, urgent situation.

43
00:02:18,305 --> 00:02:20,839
Okay, Mission Cake,
complete success.

44
00:02:20,841 --> 00:02:22,241
Now let's get
this party started.

45
00:02:22,243 --> 00:02:24,276
(EXPLOSION)
(ALARM RINGING)

46
00:02:24,278 --> 00:02:26,044
Unless there's
an emergency.

47
00:02:30,183 --> 00:02:31,683
Hey, Shriek!

48
00:02:31,685 --> 00:02:33,919
I'm not sure that's
an authorized withdrawal.

49
00:02:33,921 --> 00:02:36,255
How about I withdraw
the breath from your body?

50
00:02:36,257 --> 00:02:37,990
(GRUNTS)

51
00:02:37,992 --> 00:02:40,926
Attack me all you want,
just do not touch this cake.

52
00:02:40,928 --> 00:02:42,761
Not the cake.
Not the cake.
Not the cake!

53
00:02:53,640 --> 00:02:54,907
(GRUNTING)

54
00:02:56,176 --> 00:02:59,311
Stop, you're putting
innocent cake at risk.

55
00:02:59,313 --> 00:03:01,847
That's funny,
I thought you said cake.

56
00:03:02,949 --> 00:03:04,283
(BOTH EXCLAIMING)

57
00:03:05,785 --> 00:03:06,852
(SONIC BLAST)

58
00:03:07,387 --> 00:03:08,954
(SHOUTING)

59
00:03:10,690 --> 00:03:13,292
(IN SLOW MOTION)
Cake!

60
00:03:19,232 --> 00:03:22,201
Just a little bump,
cake's still good.
(SHOUTS)

61
00:03:22,203 --> 00:03:25,671
You did say cake!
(SPIDER-MAN SCREAMING)

62
00:03:25,673 --> 00:03:29,541
(LAUGHING)
Enjoy your party, Spider-Man,

63
00:03:29,543 --> 00:03:30,976
I'm outta... Whoa!

64
00:03:34,214 --> 00:03:35,614
(GASPS)

65
00:03:36,749 --> 00:03:38,383
No matter
how fast you run,

66
00:03:38,385 --> 00:03:40,385
I'll always be
able to "ketchup".

67
00:03:42,222 --> 00:03:43,388
See what I did there?

68
00:03:43,390 --> 00:03:45,390
Not sure I'll be
topping that joke.

69
00:03:50,263 --> 00:03:51,863
One quick change later,

70
00:03:51,865 --> 00:03:53,498
and I'm just your friendly
neighborhood nephew.

71
00:03:54,367 --> 00:03:55,968
(AUNT MAY GROWLING)

72
00:03:58,071 --> 00:04:00,939
I got it, Goblin!
J. Jonah?

73
00:04:03,509 --> 00:04:04,743
Oh, Ben!

74
00:04:04,745 --> 00:04:06,345
Hey!

75
00:04:06,347 --> 00:04:07,512
(ALL LAUGHING)

76
00:04:09,382 --> 00:04:11,216
Welcome to
my Aunt May's.

77
00:04:11,218 --> 00:04:14,720
<i>Aka, the unofficial</i>
<i>clubhouse for</i>
<i>the Web Warriors.</i>

78
00:04:14,722 --> 00:04:18,457
<i>Amadeus Cho, but you might</i>
<i>know him as the Iron Spider.</i>

79
00:04:18,459 --> 00:04:21,226
<i>Miles Morales calls</i>
<i>himself the Kid Arachnid.</i>

80
00:04:21,228 --> 00:04:25,297
<i>Ben Riley, named after</i>
<i>my uncle, is Scarlet Spider.</i>

81
00:04:25,299 --> 00:04:28,267
<i>And right now Flash Thompson</i>
<i>is just Flash Thompson,</i>

82
00:04:28,269 --> 00:04:30,736
<i>but when he is not injured,</i>
<i>he's Agent Venom.</i>

83
00:04:30,738 --> 00:04:34,306
Oh, Peter,
punctual as always.

84
00:04:35,608 --> 00:04:38,143
Oh, Aunt May,
you're gonna ruin my rep.

85
00:04:38,145 --> 00:04:41,613
Oh, so you can face monsters
and madmen as Spider-Man,

86
00:04:41,615 --> 00:04:43,382
but not kisses?

87
00:04:43,384 --> 00:04:45,317
Even on my birthday?

88
00:04:45,885 --> 00:04:47,252
Hmm.

89
00:04:47,254 --> 00:04:50,155
Oh, Peter,
you're gonna ruin my rep.

90
00:04:51,457 --> 00:04:53,892
(ALL LAUGHING)

91
00:04:54,494 --> 00:04:56,495
So, now where were we?

92
00:04:58,097 --> 00:05:00,165
(SOFTLY) You brought
the cake, right?

93
00:05:00,167 --> 00:05:01,933
Brought it?
I fought crime with it.

94
00:05:01,935 --> 00:05:03,535
We had a team-up together.

95
00:05:06,272 --> 00:05:08,340
I'm not even gonna ask.

96
00:05:08,342 --> 00:05:12,311
What? But...
But if that's here...

97
00:05:16,949 --> 00:05:20,519
Okay, I'll get this to
the NYPD as soon as possible.

98
00:05:20,521 --> 00:05:21,653
Think they'll give
the cake back,

99
00:05:21,655 --> 00:05:23,121
or will it be
impounded as evidence?

100
00:05:23,123 --> 00:05:24,489
Doesn't matter.

101
00:05:24,491 --> 00:05:27,092
'Cause based on the fact
that I actually know you,

102
00:05:27,094 --> 00:05:28,727
I expected this. So...

103
00:05:32,498 --> 00:05:33,865
Backup cake?

104
00:05:33,867 --> 00:05:35,334
Backup cake.

105
00:05:35,336 --> 00:05:38,503
Dude! Thanks for being
someone I can always count on.

106
00:05:38,505 --> 00:05:41,340
You're just lucky
you have a cool aunt.

107
00:05:41,342 --> 00:05:44,376
You really surrounded
yourself with a good bunch.

108
00:05:44,378 --> 00:05:46,611
And we wouldn't
be here without you.

109
00:05:46,613 --> 00:05:48,213
Happy birthday, Aunt May.

110
00:05:50,350 --> 00:05:52,784
Thanks for always being
there, no matter what.

111
00:05:52,786 --> 00:05:54,353
And for making me
feel at home,

112
00:05:54,355 --> 00:05:56,388
even though I am not even
from this dimension.

113
00:05:56,390 --> 00:05:58,523
For taking me in
when I got injured.

114
00:05:58,525 --> 00:06:00,692
For helping me always look
on the bright side,

115
00:06:00,694 --> 00:06:02,060
even if it's illogical.

116
00:06:02,062 --> 00:06:03,395
For giving me
my name.

117
00:06:04,497 --> 00:06:06,031
Oh! (SIGHS)

118
00:06:14,741 --> 00:06:17,509
(SIGHS) I don't even
know what to say.

119
00:06:17,511 --> 00:06:19,911
Thank you truly, boys.

120
00:06:19,913 --> 00:06:22,714
Oh, and Connors
at S.H.I.E.L.D.
got you a gift too.

121
00:06:22,716 --> 00:06:24,449
Uh... Here.

122
00:06:25,318 --> 00:06:28,720
It's wonderful.
What is it?

123
00:06:28,722 --> 00:06:31,990
Art. Very modern,
very thought-provoking.

124
00:06:31,992 --> 00:06:33,925
That's got to
be the ugliest...

125
00:06:33,927 --> 00:06:35,994
It's art.
Art's not ugly.

126
00:06:35,996 --> 00:06:39,531
I believe it is
scientifically impossible for
an object to be any uglier.

127
00:06:39,533 --> 00:06:41,767
Look how we are already
talking about it.

128
00:06:41,769 --> 00:06:44,403
Thought-provoking
indeed, I love it.

129
00:06:44,405 --> 00:06:46,271
(CHUCKLES)

130
00:06:46,273 --> 00:06:48,440
It would take May to find
a way to love something
that repulsive.

131
00:06:48,442 --> 00:06:50,542
(WATCHES BEEPING)

132
00:06:50,544 --> 00:06:52,477
Distress call,
from the Triskelion.

133
00:06:54,547 --> 00:06:57,416
Uh... Aunt May?

134
00:06:57,418 --> 00:06:58,884
Well, what are you
waiting for?

135
00:06:58,886 --> 00:07:01,186
Go be heroes,
my party can wait.

136
00:07:02,021 --> 00:07:03,822
Let's go, guys!

137
00:07:05,525 --> 00:07:07,592
Better let the rest of us
handle this one, buddy.

138
00:07:07,594 --> 00:07:08,960
Oh, man.

139
00:07:08,962 --> 00:07:11,363
But you have to do
the most important job.

140
00:07:11,365 --> 00:07:13,465
Keep an eye
on Aunt May.

141
00:07:13,467 --> 00:07:16,635
You got it.
No one will get past me.

142
00:07:25,278 --> 00:07:27,279
Still nothing new over coms.

143
00:07:27,281 --> 00:07:30,549
They're just transmitting
the automated distress signal,
over and over.

144
00:07:30,551 --> 00:07:31,950
Be ready for anything,

145
00:07:31,952 --> 00:07:33,785
this could be
a massive attack.

146
00:07:35,488 --> 00:07:39,458
(GRUNTS)
Or one madman by himself.

147
00:07:39,460 --> 00:07:40,826
Give it up, Ock!

148
00:07:40,828 --> 00:07:42,627
You're between
a web and a hard fist.

149
00:07:42,629 --> 00:07:45,263
If you're smart,
which you've told me
a zillion times you are,

150
00:07:45,265 --> 00:07:47,265
just turn yourself in.

151
00:07:47,267 --> 00:07:49,801
Wait, are you
turning yourself in?

152
00:07:49,803 --> 00:07:54,072
(CHUCKLES)
Ever the optimist,
of course not.

153
00:07:54,074 --> 00:07:57,008
I'm just here
to reacquaint you
with some old friends.

154
00:07:57,010 --> 00:08:00,679
Electro, Rhino, Kraven,

155
00:08:00,681 --> 00:08:03,648
Goblin, Hydro-Man,

156
00:08:03,650 --> 00:08:07,252
I assume you can do
the math, Spider-Man.

157
00:08:07,254 --> 00:08:11,323
SPIDER-MAN: You did it.
You put together
a new Sinister Six.

158
00:08:11,325 --> 00:08:13,658
Don't let anyone ever tell you
you're not predictable.

159
00:08:13,660 --> 00:08:16,461
Sinister Six
or Sinister Sixty,

160
00:08:16,463 --> 00:08:18,029
we can stop 'em.

161
00:08:18,031 --> 00:08:20,465
Just lead
the way, Spidey.

162
00:08:20,467 --> 00:08:22,634
Last time I led a teammate
into battle with Doc Ock,

163
00:08:22,636 --> 00:08:24,336
they ended up in a wheelchair.

164
00:08:24,338 --> 00:08:25,804
I cannot let
that happen again.

165
00:08:25,806 --> 00:08:27,639
What's the plan?

166
00:08:27,641 --> 00:08:29,374
SPIDER-MAN: Retreat.
(BEEPS)

167
00:08:29,376 --> 00:08:31,510
Finally!
Wait, what?
(ALL SCREAMING)

168
00:08:34,547 --> 00:08:36,281
This way.

169
00:08:37,149 --> 00:08:39,451
We ran away! Why?

170
00:08:39,453 --> 00:08:41,386
Just trust me
on this, Scarlet.

171
00:08:43,389 --> 00:08:46,324
KID ARACHNID:
This is a major attack,
what's wrong with all of you?

172
00:08:46,326 --> 00:08:47,726
Wrong with us?

173
00:08:47,728 --> 00:08:49,461
The distress call must
have been faked.

174
00:08:49,463 --> 00:08:51,696
He clearly got into
our security systems.

175
00:08:51,698 --> 00:08:53,331
And he's taken
over our coms.

176
00:08:53,333 --> 00:08:55,400
Who we talking
about here?

177
00:08:55,402 --> 00:08:57,502
Doc Ock and
his new Sinister Six.

178
00:08:57,504 --> 00:09:00,639
But I've got it under control,
Fury left evacuation plans.

179
00:09:00,641 --> 00:09:02,841
Let's move, people.

180
00:09:02,843 --> 00:09:04,976
Didn't you hear?
Time to go!

181
00:09:04,978 --> 00:09:07,379
Squirrel Girl, pack up
Tippy Toes' acorns.

182
00:09:08,214 --> 00:09:09,581
Don't you get it, punk?

183
00:09:09,583 --> 00:09:11,383
Look at them.

184
00:09:11,385 --> 00:09:14,519
You brought most of them here.
You made them into a team.

185
00:09:14,521 --> 00:09:17,923
Now this is their home
and they are not ready
to abandon it.

186
00:09:17,925 --> 00:09:20,258
Look, I don't have exactly
the best track record

187
00:09:20,260 --> 00:09:22,527
when it comes to taking
on Ock directly. I...

188
00:09:22,529 --> 00:09:24,596
Forget Fury's
evacuation plan,

189
00:09:24,598 --> 00:09:26,565
we need you to lead.

190
00:09:26,567 --> 00:09:28,533
Can you do it?

191
00:09:28,535 --> 00:09:30,869
DR. OCTOPUS:
The day has come,
my Sinister Six.

192
00:09:30,871 --> 00:09:35,106
All that stands between
you and everything
you've ever wanted

193
00:09:35,108 --> 00:09:38,577
is Spider-Man and
his so-called heroes.

194
00:09:38,579 --> 00:09:40,378
What are you going to do?

195
00:09:40,380 --> 00:09:42,414
SINISTER SIX:
Destroy them!

196
00:09:43,082 --> 00:09:44,749
(ALL GRUNTING)

197
00:09:47,720 --> 00:09:50,522
(LAUGHS)
Like the insects they are,

198
00:09:50,524 --> 00:09:53,458
they run when faced with
the might of our boot.

199
00:09:53,460 --> 00:09:55,126
We shall overrun their lair.

200
00:09:55,128 --> 00:09:57,462
Lair?
Who talks like that?

201
00:09:57,464 --> 00:10:00,732
Oh, I know,
megalomaniacal supervillains.

202
00:10:00,734 --> 00:10:04,402
This is S.H.I.E.L.D. Academy,
where heroes are trained.

203
00:10:04,404 --> 00:10:05,770
Come on, team,

204
00:10:05,772 --> 00:10:07,272
let's show 'em
what we've learned.

205
00:10:09,809 --> 00:10:11,543
All right,
S.H.I.E.L.D. Academy,

206
00:10:11,545 --> 00:10:13,678
let's send Ock's
Sinister Six packing.

207
00:10:14,580 --> 00:10:16,615
(GOBLIN ROARS)

208
00:10:18,784 --> 00:10:20,418
IRON SPIDER:
Want sharp knives, Kraven?

209
00:10:20,420 --> 00:10:22,153
Try sharp stingers!

210
00:10:22,155 --> 00:10:23,822
(GROWLING)

211
00:10:25,992 --> 00:10:27,826
SQUIRREL GIRL: Hey guys,
could use a little help

212
00:10:27,828 --> 00:10:29,394
against
electric pants here.

213
00:10:29,396 --> 00:10:32,897
(ELECTRO GRUNTS)

214
00:10:32,899 --> 00:10:34,633
SQUIRREL GIRL:
Thanks, Cloak.

215
00:10:39,271 --> 00:10:41,673
(RHINO GROWLING)

216
00:10:41,675 --> 00:10:44,275
KID ARACHNID: Ah!
I did not miss this guy!

217
00:10:44,277 --> 00:10:46,778
Miles, we trained
for exactly this.

218
00:10:46,780 --> 00:10:48,913
SPIDER-MAN: Look for
Goblin's normal
attack pattern.

219
00:10:48,915 --> 00:10:54,753
One, two, three,
four, five, now!

220
00:10:54,755 --> 00:10:56,421
(ROARING)

221
00:10:57,757 --> 00:10:59,591
Nailed it.

222
00:10:59,593 --> 00:11:00,992
SPIDER-MAN:
Not surprised...

223
00:11:01,627 --> 00:11:02,661
Whoa!

224
00:11:05,831 --> 00:11:07,799
I'm the mouse
to this guy's cat.

225
00:11:07,801 --> 00:11:10,335
His electrical blast
will short out my armor.

226
00:11:10,337 --> 00:11:12,771
Reroute your armor for
offensive attacks and
defend with the webbing.

227
00:11:12,773 --> 00:11:14,539
It'll dampen the electricity.

228
00:11:14,541 --> 00:11:15,840
On it.

229
00:11:15,842 --> 00:11:16,908
(ELECTRICITY CRACKLING)
(GRUNTS)

230
00:11:20,479 --> 00:11:21,579
Hmm?

231
00:11:22,114 --> 00:11:23,782
(ELECTRO GROANS)

232
00:11:23,784 --> 00:11:25,216
SPIDER-MAN: Who said
I couldn't do this
leadership thing?

233
00:11:25,218 --> 00:11:26,851
(RHINO GRUNTING)

234
00:11:26,853 --> 00:11:28,820
That was you, actually.

235
00:11:28,822 --> 00:11:30,355
SPIDER-MAN: Sometimes
I say stupid things.

236
00:11:31,691 --> 00:11:33,825
(GRUNTS)

237
00:11:33,827 --> 00:11:35,727
Rhino, why are we
fighting, buddy?

238
00:11:35,729 --> 00:11:37,629
You can't stand Doc Ock.

239
00:11:37,631 --> 00:11:41,299
Must obey Octopus.

240
00:11:41,301 --> 00:11:43,802
Oh, great, he has done
a number on your brain, huh?

241
00:11:46,672 --> 00:11:48,039
(GROANS)
(GASPS)

242
00:11:48,841 --> 00:11:51,176
(GROANING)

243
00:11:51,178 --> 00:11:55,780
Must squash Spider!

244
00:11:57,083 --> 00:11:59,651
Don't worry, Spidey,
I got this one.

245
00:11:59,653 --> 00:12:01,753
(CHATTERING)

246
00:12:01,755 --> 00:12:03,688
(SCREAMING)

247
00:12:03,690 --> 00:12:05,924
(SQUIRRELS CHATTERING)

248
00:12:10,763 --> 00:12:13,665
Oh, no! Keep them away!

249
00:12:13,667 --> 00:12:16,868
I trusted you, Rhino.
But you betrayed us.

250
00:12:16,870 --> 00:12:19,337
Were you Ock's spy
the whole time you were
in the Academy?

251
00:12:19,339 --> 00:12:24,542
Was never a spy.
Ock just used me to escape.

252
00:12:24,544 --> 00:12:27,812
You weren't the spy?
Then who... Ah!

253
00:12:33,719 --> 00:12:35,587
Ugh. Wipe-out.

254
00:12:35,589 --> 00:12:39,457
You look thirsty.
Have a drink on me.

255
00:12:45,564 --> 00:12:48,633
Thanks, but I think
I'm pretty well
hydrated already.

256
00:12:48,635 --> 00:12:51,236
(GRUNTS)

257
00:12:51,238 --> 00:12:55,507
(LAUGHING)
Yeah. Nice try.

258
00:12:56,542 --> 00:12:57,942
It's like punching a bath.

259
00:12:57,944 --> 00:12:59,778
(ALL GRUNTING)

260
00:13:02,581 --> 00:13:04,282
How can we fight
something we can't hit?

261
00:13:06,418 --> 00:13:08,720
We don't. Give him
a trip, Cloak.

262
00:13:13,759 --> 00:13:16,027
You can't run
from an Elemental.

263
00:13:17,229 --> 00:13:18,463
Why would we run...

264
00:13:28,908 --> 00:13:30,809
...when we can teleport?

265
00:13:30,811 --> 00:13:33,144
Welcome to the middle
of the Atlantic Ocean.

266
00:13:35,181 --> 00:13:36,881
(GROWLS) Gah!

267
00:13:40,586 --> 00:13:43,855
Set all the traps you want,
Kraven, we've got you.

268
00:13:43,857 --> 00:13:47,826
Kraven the Hunter
does not only set traps,

269
00:13:47,828 --> 00:13:49,360
he is a trap.

270
00:13:52,865 --> 00:13:55,099
You are only small game,

271
00:13:55,101 --> 00:13:59,504
the Spider-Man
is the real hunt.

272
00:13:59,506 --> 00:14:02,040
You really need to get
over this obsession
with me, Kraven.

273
00:14:02,042 --> 00:14:05,043
I already told you,
Ock holds the number one
villain spot in my heart.

274
00:14:05,045 --> 00:14:08,413
Finally,
the real hunt begins.

275
00:14:12,384 --> 00:14:13,451
(KRAVEN GRUNTS)

276
00:14:15,654 --> 00:14:17,856
Never been ported
into a jail cell?

277
00:14:17,858 --> 00:14:19,324
Then today
is your lucky day.

278
00:14:19,326 --> 00:14:23,828
Cloak, is it? Kraven planned
a trap for you as well.

279
00:14:23,830 --> 00:14:26,030
(SCREAMS)

280
00:14:31,070 --> 00:14:34,072
(GASPING)
What did you do?

281
00:14:34,074 --> 00:14:38,343
An injured animal always
wants to run away
from its predator.

282
00:14:38,345 --> 00:14:40,912
Now you can't control
where you run to.

283
00:14:40,914 --> 00:14:43,314
(CLOAK SCREAMING)
(GASPING)

284
00:14:44,216 --> 00:14:46,885
Where were we?
We were done.

285
00:14:46,887 --> 00:14:49,087
(GRUNTS)
(GROANS)

286
00:14:51,891 --> 00:14:54,092
How is that
evacuation plan
looking now?

287
00:14:54,094 --> 00:14:56,828
You were right,
we needed to fight
for our home.

288
00:14:56,830 --> 00:14:59,931
Nah, what we needed was
your leadership, punk.

289
00:14:59,933 --> 00:15:02,500
This makes up
for the cake, almost.

290
00:15:05,204 --> 00:15:07,138
SPIDER-MAN:
Looks like we won!

291
00:15:08,340 --> 00:15:10,408
Wait, where is Ock?

292
00:15:10,410 --> 00:15:13,244
He wouldn't leave
the battle unless he's got
some other plan up his sleeve.

293
00:15:13,246 --> 00:15:14,512
Yeah, but...

294
00:15:14,514 --> 00:15:16,781
Oh, no!
The anti-Hydra weapon!

295
00:15:16,783 --> 00:15:19,150
Come on! That can't
be its real name.

296
00:15:21,921 --> 00:15:25,123
And who do we catch with
his hand in the cookie jar?

297
00:15:25,125 --> 00:15:26,391
Back up now, Ock.

298
00:15:26,393 --> 00:15:29,727
And we'll only break
a tentacle, or four.

299
00:15:29,729 --> 00:15:32,030
(DR. OCTOPUS SNICKERS)

300
00:15:32,898 --> 00:15:34,966
(BOTH GROANING)

301
00:15:35,935 --> 00:15:37,201
Quiet please,

302
00:15:37,203 --> 00:15:40,371
can't you see this is
a delicate operation?

303
00:15:40,373 --> 00:15:42,974
Keep at it, this force field
can't keep us both out.

304
00:15:42,976 --> 00:15:44,575
It is so you, Ock,

305
00:15:44,577 --> 00:15:46,577
to use the Sinister Six
as a distraction

306
00:15:46,579 --> 00:15:48,112
to get your hands
on this weapon.

307
00:15:48,114 --> 00:15:50,481
My old friend Connors
is a lesser intellect,

308
00:15:50,483 --> 00:15:54,118
but I must admit
he has exceeded his abilities
with this creation.

309
00:15:55,254 --> 00:15:57,822
Get this,
Rhino wasn't the mole,

310
00:15:57,824 --> 00:16:00,391
and Ock knowing about
the new weapon proves it.

311
00:16:00,393 --> 00:16:02,093
There's still a spy
in S.H.I.E.L.D.,

312
00:16:02,095 --> 00:16:03,594
don't trust anyone.

313
00:16:03,596 --> 00:16:05,663
You're being paranoid.
(GRUNTS)

314
00:16:08,934 --> 00:16:12,136
Ah, force fields come,
force fields go,

315
00:16:12,138 --> 00:16:14,305
I have other defenses.

316
00:16:16,108 --> 00:16:17,208
(GRUNTS)

317
00:16:18,978 --> 00:16:20,078
Scarlet!

318
00:16:20,612 --> 00:16:22,013
(LAUGHING)

319
00:16:22,015 --> 00:16:23,147
(KID ARACHNID GROANS)

320
00:16:23,149 --> 00:16:24,315
Miles...

321
00:16:24,317 --> 00:16:27,919
Two Spiders down,
time for a third.

322
00:16:27,921 --> 00:16:28,987
(GROWLS)

323
00:16:28,989 --> 00:16:31,356
I preferred fighting
the force field.

324
00:16:33,759 --> 00:16:36,160
(SHRIEKS)

325
00:16:36,162 --> 00:16:41,466
Spider-Man, it was my destiny
to come to this universe,

326
00:16:41,468 --> 00:16:44,102
and destroy you.

327
00:16:44,104 --> 00:16:46,170
You sure about that?

328
00:16:46,172 --> 00:16:48,973
'Cause my fortune cookie
said my destiny was not
to be destroyed by a goblin.

329
00:16:48,975 --> 00:16:50,508
(ROARS)

330
00:16:50,510 --> 00:16:53,811
Okay, this is exactly
what I told Kid Arachnid
not to do.

331
00:16:53,813 --> 00:16:55,113
Gotta focus.

332
00:16:55,115 --> 00:16:58,182
One, two, three,

333
00:16:58,184 --> 00:17:00,651
four, five, now!

334
00:17:03,956 --> 00:17:05,556
(GROANS)

335
00:17:05,558 --> 00:17:07,525
(GRUNTS)

336
00:17:08,494 --> 00:17:09,861
(EXCLAIMS)

337
00:17:09,863 --> 00:17:11,229
(GOBLIN GRUNTS)

338
00:17:14,066 --> 00:17:15,800
(GROANS)

339
00:17:21,373 --> 00:17:24,842
Just you and me, Ock.
No more of your goons.

340
00:17:24,844 --> 00:17:26,978
Aw, did you beat
Goblin again?

341
00:17:26,980 --> 00:17:29,714
No matter, he only needed
to keep you occupied

342
00:17:29,716 --> 00:17:31,983
while I claimed
Connors' weapon.

343
00:17:31,985 --> 00:17:33,217
And exactly
how long do you think

344
00:17:33,219 --> 00:17:35,219
I'm gonna let you
hold on to that?

345
00:17:35,221 --> 00:17:38,456
Long enough, at least
if he has anything
to say about it.

346
00:17:42,261 --> 00:17:44,328
(HYDRO-MAN LAUGHING)

347
00:17:46,331 --> 00:17:49,300
I'm back!

348
00:17:50,069 --> 00:17:51,402
Spidey to the Academy.

349
00:17:51,404 --> 00:17:53,504
Hydro-Man incoming,
like big-time.

350
00:17:53,506 --> 00:17:54,672
Do you read me?

351
00:17:56,175 --> 00:17:58,276
(DR. OCTOPUS LAUGHING)

352
00:17:59,878 --> 00:18:02,613
You realize, of course,
that I'm still jamming

353
00:18:02,615 --> 00:18:04,749
the S.H.I.E.L.D.
communications grid?

354
00:18:04,751 --> 00:18:08,553
They cannot hear you.
(LAUGHS)

355
00:18:08,555 --> 00:18:10,121
(RUMBLING)
Huh?

356
00:18:13,525 --> 00:18:15,226
(HYDRO-MAN LAUGHS)

357
00:18:15,228 --> 00:18:16,861
We're in the impact zone.

358
00:18:16,863 --> 00:18:19,030
Grab hold of something.

359
00:18:20,466 --> 00:18:21,966
(GLASS SHATTERING)

360
00:18:27,439 --> 00:18:28,606
(GASPS)

361
00:18:31,443 --> 00:18:35,113
SQUIRREL GIRL:
Hold on, guys!

362
00:18:36,915 --> 00:18:38,916
(LAUGHING MANIACALLY)

363
00:18:38,918 --> 00:18:41,953
You do know how to make
an entrance, Hydro-Man.

364
00:18:41,955 --> 00:18:45,056
Now secure the perimeter.
Nobody in, nobody out.

365
00:18:45,058 --> 00:18:46,858
Anything for you, Doc.

366
00:18:56,335 --> 00:18:58,102
DR. OCTOPUS: According
to my information,

367
00:18:58,104 --> 00:19:00,238
Fury left you with
an evacuation plan.

368
00:19:00,240 --> 00:19:02,740
But you chose
not to take it.

369
00:19:02,742 --> 00:19:05,343
No, not when
we can still fight.

370
00:19:05,345 --> 00:19:06,677
Not going to give up.

371
00:19:06,679 --> 00:19:08,679
Oh, yes.
Thank you for that.

372
00:19:08,681 --> 00:19:13,017
It was exactly what
I needed for my plan
to fall into place.

373
00:19:13,019 --> 00:19:15,753
I personally had no faith
you would be so careless

374
00:19:15,755 --> 00:19:18,289
after what I did
to your friend, Venom.

375
00:19:18,291 --> 00:19:20,324
Pleased that I was wrong.

376
00:19:20,326 --> 00:19:25,096
Years and years in search
of your singular weakness,

377
00:19:25,098 --> 00:19:27,298
I was starting to feel
you did not have one.

378
00:19:27,300 --> 00:19:31,369
Not when you had
the heroes of Fury's Academy
fighting alongside you.

379
00:19:34,473 --> 00:19:37,475
That's right,
my greatest strength
isn't my powers.

380
00:19:37,477 --> 00:19:39,810
It's the team that
we built here together.

381
00:19:39,812 --> 00:19:41,179
Indeed.

382
00:19:41,181 --> 00:19:45,650
Tell me, do you trust
this team of yours?

383
00:19:45,652 --> 00:19:49,220
Of course, I'd trust
any of them with my life.

384
00:19:49,222 --> 00:19:50,855
Exactly as I thought.

385
00:19:50,857 --> 00:19:53,291
Let's stop playing
with our prey
and finish this game.

386
00:19:53,293 --> 00:19:55,726
(SCARLET SPIDER GRUNTS)
(SPIDER-MAN GROANS)

387
00:19:59,464 --> 00:20:01,332
Ben?

388
00:20:01,334 --> 00:20:03,401
What? No.

389
00:20:03,403 --> 00:20:06,404
Come on, punk.
You're a smart guy.

390
00:20:06,406 --> 00:20:09,040
Can't you figure out
when you're being stabbed
in the back?

391
00:20:09,042 --> 00:20:12,076
(SPIDER-MAN GRUNTING)

392
00:20:12,078 --> 00:20:14,378
Rhino wasn't the spy!

393
00:20:14,380 --> 00:20:15,880
You were?

394
00:20:15,882 --> 00:20:19,016
(SCOFFS) The genius
finally gets it.

395
00:20:19,018 --> 00:20:22,353
DR. OCTOPUS: We were
never going to be
the new Sinister Six.

396
00:20:22,355 --> 00:20:25,423
No, we were always
going to be more.

397
00:20:25,425 --> 00:20:28,426
The Sinister Seven.

398
00:20:28,428 --> 00:20:30,228
(SPIDER-MAN GROANING)

399
00:20:32,898 --> 00:20:35,233
No, I don't believe it.

400
00:20:35,235 --> 00:20:38,336
Ben, we're friends!

401
00:20:38,338 --> 00:20:40,438
I told you
when we first met,

402
00:20:40,440 --> 00:20:43,407
I don't have friends.

403
00:20:43,409 --> 00:20:45,576
Saving you from
drowning, my sob story,

404
00:20:45,578 --> 00:20:48,079
pretending to join
your rag-tag team.

405
00:20:48,081 --> 00:20:50,248
And now for
the coup-de-grace.

406
00:20:50,250 --> 00:20:55,219
Scarlet, please divulge to me
Spider-Man's greatest secret,

407
00:20:55,221 --> 00:20:57,288
his true identity.

408
00:20:57,889 --> 00:21:00,725
(STRUGGLING)

409
00:21:00,727 --> 00:21:03,060
I know you, Ben.
I know you won't do...

410
00:21:03,062 --> 00:21:04,328
(GROANS)

411
00:21:10,636 --> 00:21:13,271
His name is
Peter Parker.

412
00:21:13,273 --> 00:21:18,376
Ah... Nice to finally
meet you, Peter Parker.

413
00:21:23,482 --> 00:21:25,349
(SOBBING)

414
00:21:26,785 --> 00:21:28,286
(SHOUTS) No!