1
00:00:01,801 --> 00:00:04,136
(ALARM BEEPING)
2
00:00:04,138 --> 00:00:05,771
Nice try, alarm.
3
00:00:06,639 --> 00:00:08,440
But I already beat you to it.
4
00:00:08,442 --> 00:00:10,542
Way too excited
to stay in bed.
5
00:00:10,544 --> 00:00:13,512
What kind of weirdo skips
a chance for more sleep?
6
00:00:13,514 --> 00:00:15,214
The kind of weirdo that's
7
00:00:15,216 --> 00:00:17,049
graduating today!
8
00:00:17,051 --> 00:00:19,718
We're finally getting
our diplomas from
S.H.I.E.L.D. Academy.
9
00:00:19,720 --> 00:00:22,154
All of us! My original
S.H.I.E.L.D. team.
10
00:00:22,156 --> 00:00:23,856
We were just kids
when we started.
11
00:00:23,858 --> 00:00:26,358
And now we're older kids,
12
00:00:26,360 --> 00:00:28,861
but more importantly,
awesome-er kids.
13
00:00:28,863 --> 00:00:30,462
Then there's the New Warriors.
14
00:00:30,464 --> 00:00:32,664
They saw the worst
the streets had to offer,
15
00:00:32,666 --> 00:00:35,034
and now they're the best
S.H.I.E.L.D. has to offer.
16
00:00:35,036 --> 00:00:36,635
And the Web Warriors!
17
00:00:36,637 --> 00:00:38,037
A team of Spiders,
18
00:00:38,039 --> 00:00:40,039
the closest thing
I've ever had to siblings.
19
00:00:41,374 --> 00:00:44,209
Looking good, Parker!
20
00:00:44,211 --> 00:00:46,145
This graduation
will be everything.
21
00:00:46,147 --> 00:00:48,247
We've invited
a who's who of heroes.
22
00:00:48,249 --> 00:00:49,748
Maybe the Avengers
will even be there!
23
00:00:52,419 --> 00:00:54,420
(GASPS)
24
00:00:54,422 --> 00:00:56,655
I hope that's not
a present, Aunt May.
25
00:00:56,657 --> 00:00:58,557
You've given me more
than enough already.
26
00:00:58,559 --> 00:01:00,759
Don't be silly,
it's not every day
27
00:01:00,761 --> 00:01:02,861
your nephew graduates
from S.H.I.E.L.D. Academy.
28
00:01:02,863 --> 00:01:05,864
So get downstairs while
I finish wrapping this gift.
29
00:01:05,866 --> 00:01:07,066
I made wheat cakes.
30
00:01:07,068 --> 00:01:09,568
This day just
keeps getting better.
31
00:01:12,872 --> 00:01:14,106
Huh?
32
00:01:15,775 --> 00:01:19,044
Good morning,
Peter Parker.
33
00:01:19,046 --> 00:01:20,512
Doc Ock?
34
00:01:32,692 --> 00:01:34,460
(LAUGHS)
35
00:01:34,462 --> 00:01:37,262
You've got a history
of terrible ideas, Ock,
36
00:01:37,264 --> 00:01:42,234
but coming to my house is
officially the stupidest thing
you've ever done.
37
00:01:42,236 --> 00:01:44,803
You think this place
isn't protected by
S.H.I.E.L.D. tech?
38
00:01:47,707 --> 00:01:49,741
(ELECTRONIC BEEPING)
39
00:01:49,743 --> 00:01:54,313
Hmm. I disabled your
S.H.I.E.L.D. defenses
weeks ago.
40
00:01:54,315 --> 00:01:56,315
Since I discovered
your identity,
41
00:01:56,317 --> 00:01:59,785
I've been keeping an eye
on everything you do.
42
00:01:59,787 --> 00:02:03,322
You and your
delightful Aunt May.
43
00:02:03,324 --> 00:02:05,657
I take it back,
threatening my aunt
44
00:02:05,659 --> 00:02:07,993
is now the stupidest thing
you've ever done.
45
00:02:07,995 --> 00:02:11,230
I am not here to fight.
I am here to make a deal.
46
00:02:11,232 --> 00:02:12,998
A simple one.
47
00:02:13,000 --> 00:02:17,169
You will agree to never put on
the Spider-Man mask again.
48
00:02:17,171 --> 00:02:18,370
In exchange...
49
00:02:19,772 --> 00:02:23,175
...your Aunt May lives.
50
00:02:23,177 --> 00:02:25,277
MAY: How are those
wheat cakes, Peter?
51
00:02:25,279 --> 00:02:28,013
Uh, delicious as always.
52
00:02:28,015 --> 00:02:30,149
You threaten me
almost every day.
53
00:02:30,151 --> 00:02:32,284
Why am I going
to take you seriously now?
54
00:02:32,286 --> 00:02:35,954
My Octobots with cameras
are everywhere.
55
00:02:35,956 --> 00:02:38,524
I've been keeping watch
over your aunt.
56
00:02:38,526 --> 00:02:42,427
I have only to say
the word, and good-bye.
57
00:02:43,463 --> 00:02:45,831
Why now?
58
00:02:45,833 --> 00:02:50,169
I had to wait until all
the cards were on the table.
And now they are.
59
00:02:50,171 --> 00:02:53,205
I trust you'll make
the right decision, Parker.
60
00:02:58,211 --> 00:03:00,379
Wow, you ate those fast.
61
00:03:00,381 --> 00:03:03,215
Hope you don't get
an upset stomach on stage.
62
00:03:03,217 --> 00:03:05,651
I don't think breakfast
will be my problem today.
63
00:03:05,653 --> 00:03:07,219
Ock's threatened Spider-Man
64
00:03:07,221 --> 00:03:09,521
dozens of times,
but this is different.
65
00:03:09,523 --> 00:03:11,490
This is a threat
to Peter Parker,
66
00:03:11,492 --> 00:03:13,659
and Peter Parker
has vulnerabilities.
67
00:03:13,661 --> 00:03:15,894
But this is graduation day.
68
00:03:15,896 --> 00:03:19,398
I'm no longer the new kid
on the block getting bullied
by super-villains.
69
00:03:19,400 --> 00:03:21,300
I'm the Ultimate
Spider-Man
70
00:03:21,302 --> 00:03:23,468
and I'm not backing down
from Ock or anyone.
71
00:03:23,470 --> 00:03:25,270
Time to take my final exam.
72
00:03:26,206 --> 00:03:28,473
(SEAGULLS CALLING)
73
00:03:28,475 --> 00:03:31,210
MAY: Are you sure
this is all necessary?
74
00:03:31,212 --> 00:03:33,679
I'm not going to
miss your graduation.
75
00:03:33,681 --> 00:03:36,381
You won't. My teams
are better than ever
76
00:03:36,383 --> 00:03:39,351
and we'll have Ock wrapped up
before the first guest
takes their seat.
77
00:03:39,353 --> 00:03:41,753
But for now,
you're safer here.
78
00:03:41,755 --> 00:03:43,622
Go get 'em, Spider-Man.
79
00:03:48,228 --> 00:03:50,662
SPIDER-MAN:
Ock's overconfidence
is his biggest mistake.
80
00:03:50,664 --> 00:03:52,831
He thinks
he's outsmarted me.
81
00:03:52,833 --> 00:03:55,901
Well, he's about to find out
what being outsmarted
really feels like.
82
00:03:55,903 --> 00:03:59,438
You in?
We got your back,
Spider-Man.
83
00:03:59,440 --> 00:04:01,573
We used to live with you
at your aunt's house.
84
00:04:01,575 --> 00:04:03,542
This is personal
for us, too.
85
00:04:03,544 --> 00:04:05,911
No one threatens May
and gets away with it.
86
00:04:05,913 --> 00:04:08,447
Especially Ock.
87
00:04:08,449 --> 00:04:10,382
(BEEPING)
Here are the locations
88
00:04:10,384 --> 00:04:12,384
of Ock's old labs
and his known associates,
89
00:04:12,386 --> 00:04:14,419
which should lead us
straight to him.
90
00:04:14,421 --> 00:04:15,887
We'll tackle all
these at once.
91
00:04:15,889 --> 00:04:18,090
Let's show Ock
we're not kids anymore.
92
00:04:22,462 --> 00:04:24,396
SPIDER-MAN:
No heat signatures.
93
00:04:24,398 --> 00:04:25,864
This old lab's empty.
94
00:04:25,866 --> 00:04:27,633
Power Man, do
what you do best.
95
00:04:29,369 --> 00:04:31,770
SPIDER-MAN: Ock said his cards
were finally on the table.
96
00:04:31,772 --> 00:04:33,939
Time to find out
what those cards are.
97
00:04:35,775 --> 00:04:37,776
This lab isn't empty!
(SPIDER SENSES TINGLING)
98
00:04:39,112 --> 00:04:40,312
(GRUNTS)
99
00:04:42,115 --> 00:04:44,483
Scorpion!
My new armor
makes me invisible
100
00:04:44,485 --> 00:04:46,151
to scanners, Spider-creep.
101
00:04:46,153 --> 00:04:48,320
But I'm not the only secret
this place holds.
102
00:04:48,322 --> 00:04:50,322
Too bad your new armor
doesn't have a muzzle!
103
00:04:50,324 --> 00:04:52,357
(GRUNTING)
104
00:04:54,394 --> 00:04:55,360
(IRON FIST EXCLAIMS)
105
00:04:57,430 --> 00:04:59,564
Been waiting to
do that, Iron Fist.
106
00:04:59,566 --> 00:05:01,967
Come on, guys. We can
fight better than this.
107
00:05:01,969 --> 00:05:03,568
S.H.I.E.L.D. Attack Plan 6-A!
108
00:05:03,570 --> 00:05:04,836
(ALL YELL)
109
00:05:05,338 --> 00:05:07,439
(GRUNTS)
110
00:05:07,441 --> 00:05:11,410
One tail, every hero.
111
00:05:11,412 --> 00:05:13,578
You lose count
of how many of
us there are?
112
00:05:13,580 --> 00:05:15,447
That was the plan, idiot.
113
00:05:15,449 --> 00:05:17,516
(YELLS)
114
00:05:24,524 --> 00:05:25,857
Crossbones?
115
00:05:25,859 --> 00:05:28,260
SPIDER-MAN: My scanner
couldn't see in this place.
116
00:05:28,262 --> 00:05:30,495
What happened?
Ock kidnapped me.
117
00:05:30,497 --> 00:05:32,597
He wasn't so happy with
what I put him through
118
00:05:32,599 --> 00:05:34,333
as leader of Hydra.
119
00:05:34,335 --> 00:05:36,335
I tell you what,
you free me,
120
00:05:36,337 --> 00:05:38,804
I'll help you hunt down
that eight-legged freak.
121
00:05:38,806 --> 00:05:40,772
And why would
we ever trust you?
122
00:05:40,774 --> 00:05:42,374
'Cause I know
where Ock is.
123
00:05:42,376 --> 00:05:43,975
And I know
what his plans are.
124
00:05:43,977 --> 00:05:45,043
Spill it.
125
00:05:45,045 --> 00:05:46,845
Only if we have a deal.
126
00:05:46,847 --> 00:05:49,281
Free me, we can end
this together.
127
00:05:49,283 --> 00:05:51,583
I'll be the only one
ending this.
128
00:05:54,654 --> 00:05:56,355
What are you doing?
129
00:05:56,357 --> 00:05:58,090
(SCREAMING)
130
00:06:02,395 --> 00:06:05,497
By making the odds
a little more even!
131
00:06:05,499 --> 00:06:07,366
(GROWLS)
132
00:06:07,368 --> 00:06:10,435
SPIDER-MAN:
Okay, S.H.I.E.L.D.
team, stay focused.
133
00:06:11,070 --> 00:06:13,305
(ROARS)
134
00:06:13,307 --> 00:06:16,575
Making it to graduation
just got a lot more difficult.
135
00:06:18,511 --> 00:06:20,045
(ROARS)
136
00:06:21,547 --> 00:06:23,382
Crossbones as the Lizard?
137
00:06:23,384 --> 00:06:25,517
This is a mash-up
I didn't need.
138
00:06:25,519 --> 00:06:27,319
Liz-Bones?
Cross-zard?
139
00:06:27,321 --> 00:06:28,820
How about we just
call him "Busted".
140
00:06:30,390 --> 00:06:31,723
Whoa, hey!
Hands off the headgear!
141
00:06:31,725 --> 00:06:33,158
Whoa! Whoa!
142
00:06:34,827 --> 00:06:37,396
Oh, come on! You don't
have chinstraps in space?
143
00:06:44,337 --> 00:06:46,104
SPIDER-MAN: Okay,
team, listen up.
144
00:06:46,106 --> 00:06:48,173
White Tiger, hard left.
145
00:06:48,175 --> 00:06:50,108
Use Lizard's tail
for leverage.
146
00:06:50,110 --> 00:06:51,710
Power Man, hard right.
147
00:06:51,712 --> 00:06:53,178
Go for Scorpion's stingers!
148
00:06:53,180 --> 00:06:54,246
(GRUNTS)
149
00:06:57,183 --> 00:06:58,483
(ROARS)
150
00:06:59,385 --> 00:07:00,852
Why don't you
stick around?
151
00:07:00,854 --> 00:07:02,287
Have you heard
that one before?
152
00:07:02,289 --> 00:07:03,522
Years of S.H.I.E.L.D. training
153
00:07:03,524 --> 00:07:05,457
and your quips
are still terrible.
154
00:07:06,793 --> 00:07:08,293
Unbreakable skin.
155
00:07:08,295 --> 00:07:10,262
How unbreakable
are those stingers?
156
00:07:11,464 --> 00:07:12,764
(GRUNTING)
157
00:07:12,766 --> 00:07:14,032
(YELLS)
158
00:07:14,034 --> 00:07:15,634
Hah, not very.
159
00:07:15,636 --> 00:07:17,702
(GRUNTS)
160
00:07:19,238 --> 00:07:21,540
He who steals
from another's brow,
161
00:07:21,542 --> 00:07:23,708
shall himself
be left unprotected.
162
00:07:24,644 --> 00:07:26,044
Slam dunk!
163
00:07:29,382 --> 00:07:31,650
(GROWLS)
SPIDER-MAN: See?
164
00:07:31,652 --> 00:07:33,752
There is something to
this whole teamwork thing.
165
00:07:33,754 --> 00:07:35,420
That was legit.
166
00:07:35,422 --> 00:07:37,589
You balanced our strengths
against their weaknesses.
167
00:07:37,591 --> 00:07:39,558
And without making
too many puns.
168
00:07:39,560 --> 00:07:42,961
Seriously, back in the day,
you had to re-learn
the same lesson
169
00:07:42,963 --> 00:07:45,497
about leading the team
every single week.
170
00:07:45,499 --> 00:07:48,133
Now look at you.
Yeah. I've got to admit,
171
00:07:48,135 --> 00:07:49,935
you got this
leadership thing down.
172
00:07:49,937 --> 00:07:51,636
Yeah, okay, but...
173
00:07:51,638 --> 00:07:53,939
But nothing.
No joke here.
174
00:07:53,941 --> 00:07:56,341
Working with you
has taught me a lot.
175
00:07:56,343 --> 00:07:58,810
Ugh, I did get
a little nauseous
just saying that.
176
00:07:58,812 --> 00:08:01,513
We all feel that way,
Spider-Man.
177
00:08:01,515 --> 00:08:03,982
Except the nausea.
Thanks, guys.
178
00:08:03,984 --> 00:08:06,651
I... What's that?
179
00:08:08,821 --> 00:08:10,522
Hard-light technology?
180
00:08:10,524 --> 00:08:12,991
Is this the plan
Ock was talking about?
181
00:08:12,993 --> 00:08:15,260
Dagger to Spider-Man.
We tracked Kraven.
182
00:08:15,262 --> 00:08:17,662
He doesn't know
we're here.
I doubt that.
183
00:08:17,664 --> 00:08:21,600
Kraven doesn't get caught
off-guard. On the way.
184
00:08:21,602 --> 00:08:23,535
Go, Spidey.
We'll bring these two in.
185
00:08:23,537 --> 00:08:24,703
Thanks, guys.
186
00:08:35,982 --> 00:08:38,884
I don't need Spider sense
to know this is a set-up.
187
00:08:38,886 --> 00:08:41,486
No way. We totally
have the drop on him.
188
00:08:41,488 --> 00:08:42,621
He's roadkill.
189
00:08:42,623 --> 00:08:45,390
Trust me, Kraven's
trying to draw us in.
190
00:08:45,392 --> 00:08:47,659
I know this from years
of painful experience.
191
00:08:47,661 --> 00:08:52,230
Trap or no trap,
we need to lock this guy
down before he's onto us.
192
00:08:52,232 --> 00:08:53,365
Cloak, not yet!
193
00:08:56,135 --> 00:08:57,903
(LAUGHS)
194
00:09:02,241 --> 00:09:05,410
Ah, Cloak,
the impetuous one.
195
00:09:05,412 --> 00:09:07,646
Now you're the bait
for the others.
196
00:09:10,716 --> 00:09:12,918
Cloak!
197
00:09:12,920 --> 00:09:15,220
Wait! Have you
learned nothing?
198
00:09:18,591 --> 00:09:21,760
Vulture! Spidey was
right, it's a trap!
199
00:09:21,762 --> 00:09:22,894
(SCREECHES)
200
00:09:24,730 --> 00:09:26,698
(GRUNTS)
201
00:09:26,700 --> 00:09:29,868
Squirrel Girl, think
your little buddies
can bring down a bird?
202
00:09:29,870 --> 00:09:32,037
You can count
on me, Spidey!
203
00:09:32,039 --> 00:09:33,705
Let's go, boys!
204
00:09:33,707 --> 00:09:35,607
(CHATTERING)
205
00:09:37,043 --> 00:09:39,010
(SCREECHES)
206
00:09:43,115 --> 00:09:44,983
Push Kraven back
towards the alley.
207
00:09:47,520 --> 00:09:49,788
But that's the easiest path
of escape!
208
00:09:49,790 --> 00:09:50,956
Let's box him in.
209
00:09:50,958 --> 00:09:53,491
No, trust me on this.
210
00:09:57,697 --> 00:09:59,798
(ALL GRUNTING)
211
00:10:04,770 --> 00:10:08,440
No, Kraven will
not fall! (YELLS)
212
00:10:12,278 --> 00:10:13,712
(GROANS)
213
00:10:15,748 --> 00:10:17,616
You set up electro-nets?
214
00:10:17,618 --> 00:10:19,050
No, Kraven did.
215
00:10:19,052 --> 00:10:21,119
He always lays snares
on obvious escape routes,
216
00:10:21,121 --> 00:10:23,221
knowing his prey
will try to run.
217
00:10:23,223 --> 00:10:24,756
We just caught him
in his own trap.
218
00:10:24,758 --> 00:10:26,791
Now time to
snag a Vulture!
219
00:10:30,630 --> 00:10:32,664
Let's crack him like a nut!
220
00:10:33,733 --> 00:10:35,433
No, call them off!
221
00:10:35,435 --> 00:10:36,835
Vulture's under
Ock's control,
222
00:10:36,837 --> 00:10:39,137
it's not his fault
he's a bad guy.
223
00:10:39,139 --> 00:10:40,705
(CHATTERING)
224
00:10:45,511 --> 00:10:47,012
(GRUNTS)
225
00:10:48,514 --> 00:10:50,448
I know Ock did this to you.
226
00:10:50,450 --> 00:10:52,651
At S.H.I.E.L.D.,
we'll try to find a cure.
227
00:10:52,653 --> 00:10:54,419
I haven't given up
on you, Vulture.
228
00:10:54,421 --> 00:10:56,254
(GRUNTS)
229
00:10:58,691 --> 00:11:00,825
(GROANS)
230
00:11:00,827 --> 00:11:02,494
I don't know what
to say, Spider-Man.
231
00:11:02,496 --> 00:11:04,362
We couldn't have
done it without you.
232
00:11:04,697 --> 00:11:06,331
Aw, shucks.
233
00:11:06,333 --> 00:11:08,767
All in a day's work
for the friendly,
neighborhood me.
234
00:11:08,769 --> 00:11:09,868
(GRUNTS)
235
00:11:11,437 --> 00:11:13,004
Cloak.
236
00:11:13,006 --> 00:11:14,873
We've bagged a Scorpion,
a Lizard,
237
00:11:14,875 --> 00:11:17,842
a Vulture, and a...
Whatever Kraven is.
238
00:11:17,844 --> 00:11:21,680
The only thing
we're missing in Ock's
twisted zoo is a Rhino!
239
00:11:21,682 --> 00:11:23,715
Has anyone seen Rhino?
240
00:11:23,717 --> 00:11:25,016
(GRUNTS)
Seeing him
241
00:11:25,018 --> 00:11:26,851
up close and personal.
242
00:11:26,853 --> 00:11:29,688
The boathouse, if you're up
for a trip to Central Park.
243
00:11:32,191 --> 00:11:34,859
It's a beautiful day,
why not?
244
00:11:34,861 --> 00:11:37,729
(GRUNTING)
245
00:11:44,904 --> 00:11:46,237
"What did you
do today, Miles?"
246
00:11:46,239 --> 00:11:48,740
Oh, I ran into
an old friend in the park.
247
00:11:48,742 --> 00:11:50,408
Actually, he ran into me!
248
00:11:50,410 --> 00:11:52,177
Really?
Bad jokes?
249
00:11:52,179 --> 00:11:54,646
You've been hanging out
with Spider-Man too long.
250
00:11:54,648 --> 00:11:57,082
Rhino doesn't know
the meaning of
the word friend,
251
00:11:57,084 --> 00:11:58,717
but here's a hint.
252
00:11:58,719 --> 00:12:01,019
It doesn't mean stabbing
your team in the back!
253
00:12:01,021 --> 00:12:03,054
(GRUNTING)
254
00:12:09,395 --> 00:12:12,597
Friends. Enemies.
Ock commands!
255
00:12:12,599 --> 00:12:13,765
(YELLS)
256
00:12:15,234 --> 00:12:16,668
Cut Rhino some slack.
257
00:12:16,670 --> 00:12:18,837
Ock's messed with his mind
over and over again.
258
00:12:18,839 --> 00:12:20,572
And take it from me,
259
00:12:20,574 --> 00:12:22,907
Ock's brainwashing
ain't easy to get over.
260
00:12:22,909 --> 00:12:26,010
I vote for determining Rhino's
motives after we contain him.
261
00:12:28,781 --> 00:12:30,782
(GRUNTS)
262
00:12:35,087 --> 00:12:38,189
Miles, MJ,
lead him to the water!
263
00:12:38,191 --> 00:12:40,959
Oh, so now I want him
to follow me?
264
00:12:40,961 --> 00:12:42,861
So what's your plan, Spidey?
265
00:12:42,863 --> 00:12:44,662
Hope rhinos hate getting wet?
266
00:12:45,965 --> 00:12:46,965
(YELLS)
267
00:12:53,439 --> 00:12:55,140
Pour on the freeze webs, now!
268
00:12:55,142 --> 00:12:56,841
Clever move, Tiger.
269
00:13:01,313 --> 00:13:03,915
Rhino, I know our friend
is still in there.
270
00:13:03,917 --> 00:13:06,985
I need him to come out.
I need to know where Ock is.
271
00:13:06,987 --> 00:13:09,320
Ock is close.
272
00:13:09,322 --> 00:13:11,356
Close as in New York?
273
00:13:11,824 --> 00:13:14,359
Much closer.
274
00:13:19,098 --> 00:13:21,132
(GRUNTS)
275
00:13:21,134 --> 00:13:24,269
I see you put the mask
on, Spider-Man.
276
00:13:24,271 --> 00:13:26,571
Now time for
the consequences!
277
00:13:26,573 --> 00:13:28,206
Got that right.
278
00:13:32,478 --> 00:13:36,114
Doctor Octopus was
hiding underwater.
279
00:13:36,116 --> 00:13:37,315
Should have seen
that coming.
280
00:13:39,118 --> 00:13:40,819
DR. OCTOPUS:
I warned you,
Spider-Man!
281
00:13:43,489 --> 00:13:45,023
(GRUNTING)
282
00:13:46,692 --> 00:13:48,927
You pathetic child.
283
00:13:48,929 --> 00:13:53,031
I gave you an ultimatum which
you foolishly chose to ignore.
284
00:13:53,033 --> 00:13:56,534
Becoming Spider-Man again
will be your final mistake!
285
00:13:56,536 --> 00:13:58,837
You're the one
who made a mistake, Ock.
286
00:13:58,839 --> 00:14:00,271
You can eat
my wheat cakes,
287
00:14:00,273 --> 00:14:02,340
but no one threatens
my Aunt May!
288
00:14:02,342 --> 00:14:05,210
Web Warriors,
Water Defense Alpha, now!
289
00:14:06,645 --> 00:14:10,381
What foolishness is...
(YELLS)
290
00:14:15,120 --> 00:14:16,888
Great work, everyone.
291
00:14:16,890 --> 00:14:19,991
Wrapped this up just in time
to get our graduation on.
292
00:14:19,993 --> 00:14:21,693
You did it, Spidey.
293
00:14:21,695 --> 00:14:23,661
You stopped
your greatest enemy.
294
00:14:23,663 --> 00:14:25,530
It's finally over.
295
00:14:25,532 --> 00:14:27,498
May is safe
because of you.
296
00:14:27,500 --> 00:14:29,033
That's gotta
feel good, Tiger.
297
00:14:29,035 --> 00:14:31,836
No. She's safe
because of us.
298
00:14:31,838 --> 00:14:33,538
I know each of you
joined this team
299
00:14:33,540 --> 00:14:35,673
because circumstances
forced you to.
300
00:14:35,675 --> 00:14:37,475
But the way we've come
to work together,
301
00:14:37,477 --> 00:14:39,344
I'm proud of you all.
302
00:14:39,346 --> 00:14:41,980
IRON SPIDER: The nerd,
the jock, the cool girl,
303
00:14:41,982 --> 00:14:44,582
the tough guy, and the kid
from another dimension.
304
00:14:44,584 --> 00:14:46,551
This unlikely arrangement
would never have formed
305
00:14:46,553 --> 00:14:48,586
if it weren't for you,
Spider-Man.
306
00:14:48,588 --> 00:14:51,055
You guys were always
gonna be heroes.
307
00:14:51,057 --> 00:14:53,024
I'm just glad I got
to see it happen.
308
00:14:53,026 --> 00:14:55,727
SCARLET SPIDER: All right.
All right. Enough with
the emotions already.
309
00:14:55,729 --> 00:14:59,097
Scarlet's right.
Let's get this loser back
to a holding cell
310
00:14:59,099 --> 00:15:01,165
before we're late
for our own graduation!
311
00:15:03,936 --> 00:15:05,770
SPIDER-MAN: Take them
to the security floor.
312
00:15:05,772 --> 00:15:07,939
S.H.I.E.L.D.'s got some
nice accommodations ready.
313
00:15:07,941 --> 00:15:09,207
POWER MAN: Spidey!
314
00:15:09,209 --> 00:15:11,042
Just in time, webhead.
315
00:15:11,044 --> 00:15:13,544
Everyone's already arriving
for the graduation.
316
00:15:13,546 --> 00:15:14,779
Everyone?
317
00:15:16,882 --> 00:15:20,585
Whoa. I think we're
gonna need more chairs.
318
00:15:20,587 --> 00:15:24,088
Fury's back? Dr. Strange?
The Avengers?
319
00:15:24,090 --> 00:15:25,857
Well, what did
you expect?
320
00:15:25,859 --> 00:15:28,426
You've helped a lot
of people, Spider-Man.
321
00:15:28,428 --> 00:15:31,396
They just want to say
thank you. We all do.
322
00:15:31,398 --> 00:15:34,565
Without you, I'd still
be a criminal.
323
00:15:34,567 --> 00:15:37,135
Or worse, under Ock's control.
324
00:15:37,137 --> 00:15:39,704
Freeing you, Sandman,
is what anyone would
have done.
325
00:15:39,706 --> 00:15:42,540
Nah-uh.
Not anyone, Spidey.
326
00:15:42,542 --> 00:15:44,042
You.
327
00:15:44,044 --> 00:15:46,844
Now go, enjoy your guests.
328
00:15:49,615 --> 00:15:52,684
Mom? Dad?
I'm so happy you came!
329
00:15:54,053 --> 00:15:56,154
Tony Stark?
I might faint.
330
00:15:56,156 --> 00:15:57,822
I'm your biggest fan.
331
00:15:57,824 --> 00:16:01,125
I saw the specs
on the Mark 16
armor. Genius!
332
00:16:01,127 --> 00:16:03,928
You definitely have
good taste, Mr. Cho.
333
00:16:03,930 --> 00:16:06,497
I've seen some
of your designs, too.
334
00:16:06,499 --> 00:16:11,102
Any interest in a position
at Stark Enterprises'
Advanced Design Department?
335
00:16:11,104 --> 00:16:13,604
(SIGHS) Definitely
going to faint.
336
00:16:13,606 --> 00:16:16,274
An internship at Stark
is my dream!
337
00:16:16,276 --> 00:16:19,077
"Internship"?
Nice one, kid.
338
00:16:19,079 --> 00:16:20,578
I need you to run it.
339
00:16:20,580 --> 00:16:22,347
Yes.
340
00:16:22,349 --> 00:16:24,582
The ceremony's
gonna start soon.
341
00:16:24,584 --> 00:16:26,351
Shouldn't a certain
aunt be here?
342
00:16:26,353 --> 00:16:29,287
Ant-Man's over there. He can
be hard to spot sometimes.
343
00:16:29,289 --> 00:16:31,255
Different kind
of aunt, genius.
344
00:16:32,124 --> 00:16:34,025
May! Oh!
345
00:16:35,494 --> 00:16:36,961
Does this mean
you've caught him?
346
00:16:36,963 --> 00:16:39,297
Yep. Ock and
all his friends,
347
00:16:39,299 --> 00:16:41,099
the Securely-locked-up Six.
348
00:16:45,104 --> 00:16:48,039
Shame you didn't listen
to me, Spider-Man.
349
00:16:48,041 --> 00:16:50,608
Your aunt could have
been protected.
350
00:16:52,444 --> 00:16:54,178
Don't let him
bother you.
351
00:16:54,180 --> 00:16:56,214
Excuse me.
I've got this.
352
00:16:56,216 --> 00:16:57,648
Knock it off, Ock.
353
00:16:57,650 --> 00:16:59,650
When I first met you,
you scared me.
354
00:16:59,652 --> 00:17:01,686
But I've come a long way
since then.
355
00:17:01,688 --> 00:17:04,155
Instead of hiding,
I hunted you down.
356
00:17:04,157 --> 00:17:05,623
You didn't count
on that, did you?
357
00:17:05,625 --> 00:17:09,227
Oh, that's exactly
what I counted on.
358
00:17:09,229 --> 00:17:12,730
You didn't think
my armor was insulated
from electric shock?
359
00:17:18,537 --> 00:17:19,704
May!
360
00:17:22,374 --> 00:17:27,512
Thank you for assembling
my superior Sinister Six
for me, Spider-Man.
361
00:17:27,514 --> 00:17:29,347
This was entirely a set-up
362
00:17:29,349 --> 00:17:33,184
to bring us all together
inside the Triskelion.
363
00:17:33,186 --> 00:17:36,721
You and your little friends
played your parts perfectly.
364
00:17:36,723 --> 00:17:37,989
(GRUNTING)
365
00:17:37,991 --> 00:17:39,190
Leave her alone!
366
00:17:39,192 --> 00:17:41,359
I've done my research.
367
00:17:41,361 --> 00:17:44,195
I know all about
your Uncle Ben.
368
00:17:44,197 --> 00:17:47,398
May Parker is
the only family
you have left,
369
00:17:47,400 --> 00:17:51,335
and I am going to make you
an orphan once and for all.
370
00:17:51,337 --> 00:17:54,338
I warned your nephew
of the consequences.
371
00:17:54,340 --> 00:17:55,506
This is on his head.
372
00:17:55,508 --> 00:17:57,175
(GASPS)
Do not worry.
373
00:17:57,177 --> 00:18:00,111
It will hurt him far more
than it hurts you.
374
00:18:00,113 --> 00:18:02,046
Stop! Please!
375
00:18:02,048 --> 00:18:04,348
You had your chance, Parker.
376
00:18:04,350 --> 00:18:06,350
I'll do anything!
377
00:18:06,352 --> 00:18:08,920
(GRUNTS)
378
00:18:09,254 --> 00:18:11,155
Anything?
379
00:18:11,757 --> 00:18:13,724
Hmm...
380
00:18:13,726 --> 00:18:17,528
Aren't you a big believer
in second chances?
381
00:18:17,530 --> 00:18:19,730
Then perhaps
I can give you one.
382
00:18:19,732 --> 00:18:24,135
I spent so much time trying
to replicate your powers,
383
00:18:24,137 --> 00:18:26,404
yet only recently
it occurred to me
384
00:18:26,406 --> 00:18:30,041
that I might be able
to do just the opposite.
385
00:18:30,043 --> 00:18:32,243
Inject yourself
with this serum,
386
00:18:32,245 --> 00:18:34,645
and your powers
will be gone.
387
00:18:34,647 --> 00:18:37,148
You'll go from being
the Ultimate Spider-Man
388
00:18:37,150 --> 00:18:40,151
to regular old
Peter Parker.
389
00:18:40,153 --> 00:18:43,588
Your days playing
teenage hero will
be over,
390
00:18:43,590 --> 00:18:46,791
but you will
have saved your aunt.
391
00:18:46,793 --> 00:18:50,728
I'd advise against making
another poor decision.
392
00:18:50,730 --> 00:18:53,331
I've done a lot of good
as Spider-Man.
393
00:18:53,333 --> 00:18:55,166
But I've also made life
more dangerous
394
00:18:55,168 --> 00:18:57,635
for my Aunt May
and everyone else
close to me.
395
00:18:57,637 --> 00:19:01,005
How many people have I hurt
by being Spider-Man?
396
00:19:01,007 --> 00:19:04,442
Now Ock and his Sinister Six
are reborn because
I let them dupe me,
397
00:19:04,444 --> 00:19:07,245
bringing the bad guys right
to Aunt May and the team.
398
00:19:07,247 --> 00:19:08,913
Oh, this is all my fault.
399
00:19:11,150 --> 00:19:13,084
Don't worry about me, Peter.
400
00:19:13,086 --> 00:19:16,020
The world needs Spider-Man.
Don't do it.
401
00:19:16,022 --> 00:19:18,356
But I do worry about you,
Aunt May.
402
00:19:18,358 --> 00:19:20,324
I've already lost
Uncle Ben.
403
00:19:20,326 --> 00:19:23,694
He said, "With great power
comes great responsibility,"
404
00:19:23,696 --> 00:19:25,963
and here, now,
405
00:19:25,965 --> 00:19:28,699
the responsible thing to do
406
00:19:28,701 --> 00:19:30,601
is to stop
being Spider-Man.
407
00:19:36,175 --> 00:19:38,242
(GROANS)
408
00:19:39,978 --> 00:19:41,512
My powers. I...
409
00:19:41,514 --> 00:19:43,548
I think... (SIGHS)
410
00:19:43,550 --> 00:19:45,283
I think they're gone.
411
00:19:45,851 --> 00:19:47,451
(GRUNTS)
412
00:19:48,320 --> 00:19:51,389
Yes. It appears they are.
413
00:19:51,391 --> 00:19:55,359
No Spider sense.
(LAUGHS)
414
00:19:55,361 --> 00:19:57,895
(GRUNTING)
415
00:19:57,897 --> 00:20:00,198
Nor Spider strength.
416
00:20:00,200 --> 00:20:02,633
And I will take care
of these.
417
00:20:02,635 --> 00:20:06,904
Spider-Man no more!
418
00:20:06,906 --> 00:20:08,906
(GASPING)
419
00:20:12,077 --> 00:20:14,912
You know I am
a man of my word.
420
00:20:16,248 --> 00:20:17,949
Peter!
421
00:20:20,319 --> 00:20:22,753
The... The joke's
on you, Ock.
422
00:20:22,755 --> 00:20:24,589
You may have de-powered me,
423
00:20:24,591 --> 00:20:28,326
but the greatest assembly
of heroes ever known
is right outside.
424
00:20:28,328 --> 00:20:30,561
You picked the wrong day
to do this.
425
00:20:32,264 --> 00:20:34,398
(GRUNTS)
426
00:20:34,400 --> 00:20:38,502
On the contrary.
You couldn't have made
this easier for me.
427
00:20:38,504 --> 00:20:42,807
Thank you for gathering all
of my enemies in one place.
428
00:20:49,681 --> 00:20:51,749
(CROWD CHATTERING)
429
00:20:59,958 --> 00:21:02,026
A hard-light shell.
430
00:21:02,028 --> 00:21:04,462
Those plans we found back
in the lab.
431
00:21:04,464 --> 00:21:09,367
Exactly. And yet,
you still never guessed
my true plan.
432
00:21:09,369 --> 00:21:13,271
Not only have I invented
a completely impenetrable
energy shell,
433
00:21:13,273 --> 00:21:16,907
but that shell
is contracting.
434
00:21:16,909 --> 00:21:21,779
Just like you, the heroes
will finally be crushed.
435
00:21:21,781 --> 00:21:25,416
Huh?
DR. OCTOPUS: This is all
thanks to you, Parker,
436
00:21:25,418 --> 00:21:29,453
and you are literally
powerless to stop it.