(ALARM BEEPING)
Nice try, alarm.
But I already beat you to it.
Way too excited to stay in bed.
What kind of weirdo skips a chance for more sleep?
The kind of weirdo that's
graduating today!
We're finally getting our diplomas from S.H.I.E.L.D. Academy.
All of us! My original S.H.I.E.L.D. team.
We were just kids when we started.
And now we're older kids,
but more importantly, awesome-er kids.
Then there's the New Warriors.
They saw the worst the streets had to offer,
and now they're the best S.H.I.E.L.D. has to offer.
And the Web Warriors!
A team of Spiders,
the closest thing I've ever had to siblings.
Looking good, Parker!
This graduation will be everything.
We've invited a who's who of heroes.
Maybe the Avengers will even be there!
(GASPS)
I hope that's not a present, Aunt May.
You've given me more than enough already.
Don't be silly, it's not every day
your nephew graduates from S.H.I.E.L.D. Academy.
So get downstairs while I finish wrapping this gift.
I made wheat cakes.
This day just keeps getting better.
Huh?
Good morning, Peter Parker.
Doc Ock?
(LAUGHS)
You've got a history of terrible ideas, Ock,
but coming to my house is officially the stupidest thing you've ever done.
You think this place isn't protected by S.H.I.E.L.D. tech?
(ELECTRONIC BEEPING)
Hmm. I disabled your S.H.I.E.L.D. defenses weeks ago.
Since I discovered your identity,
I've been keeping an eye on everything you do.
You and your delightful Aunt May.
I take it back, threatening my aunt
is now the stupidest thing you've ever done.
I am not here to fight. I am here to make a deal.
A simple one.
You will agree to never put on the Spider-Man mask again.
In exchange...
...your Aunt May lives.
MAY: How are those wheat cakes, Peter?
Uh, delicious as always.
You threaten me almost every day.
Why am I going to take you seriously now?
My Octobots with cameras are everywhere.
I've been keeping watch over your aunt.
I have only to say the word, and good-bye.
Why now?
I had to wait until all the cards were on the table. And now they are.
I trust you'll make the right decision, Parker.
Wow, you ate those fast.
Hope you don't get an upset stomach on stage.
I don't think breakfast will be my problem today.
Ock's threatened Spider-Man
dozens of times, but this is different.
This is a threat to Peter Parker,
and Peter Parker has vulnerabilities.
But this is graduation day.
I'm no longer the new kid on the block getting bullied by super-villains.
I'm the Ultimate Spider-Man
and I'm not backing down from Ock or anyone.
Time to take my final exam.
(SEAGULLS CALLING)
MAY: Are you sure this is all necessary?
I'm not going to miss your graduation.
You won't. My teams are better than ever
and we'll have Ock wrapped up before the first guest takes their seat.
But for now, you're safer here.
Go get 'em, Spider-Man.
SPIDER-MAN: Ock's overconfidence is his biggest mistake.
He thinks he's outsmarted me.
Well, he's about to find out what being outsmarted really feels like.
You in? We got your back, Spider-Man.
We used to live with you at your aunt's house.
This is personal for us, too.
No one threatens May and gets away with it.
Especially Ock.
(BEEPING) Here are the locations
of Ock's old labs and his known associates,
which should lead us straight to him.
We'll tackle all these at once.
Let's show Ock we're not kids anymore.
SPIDER-MAN: No heat signatures.
This old lab's empty.
Power Man, do what you do best.
SPIDER-MAN: Ock said his cards were finally on the table.
Time to find out what those cards are.
This lab isn't empty! (SPIDER SENSES TINGLING)
(GRUNTS)
Scorpion! My new armor makes me invisible
to scanners, Spider-creep.
But I'm not the only secret this place holds.
Too bad your new armor doesn't have a muzzle!
(GRUNTING)
(IRON FIST EXCLAIMS)
Been waiting to do that, Iron Fist.
Come on, guys. We can fight better than this.
S.H.I.E.L.D. Attack Plan 6-A!
(ALL YELL)
(GRUNTS)
One tail, every hero.
You lose count of how many of us there are?
That was the plan, idiot.
(YELLS)
Crossbones?
SPIDER-MAN: My scanner couldn't see in this place.
What happened? Ock kidnapped me.
He wasn't so happy with what I put him through
as leader of Hydra.
I tell you what, you free me,
I'll help you hunt down that eight-legged freak.
And why would we ever trust you?
'Cause I know where Ock is.
And I know what his plans are.
Spill it.
Only if we have a deal.
Free me, we can end this together.
I'll be the only one ending this.
What are you doing?
(SCREAMING)
By making the odds a little more even!
(GROWLS)
SPIDER-MAN: Okay, S.H.I.E.L.D. team, stay focused.
(ROARS)
Making it to graduation just got a lot more difficult.
(ROARS)
Crossbones as the Lizard?
This is a mash-up I didn't need.
Liz-Bones? Cross-zard?
How about we just call him "Busted".
Whoa, hey! Hands off the headgear!
Whoa! Whoa!
Oh, come on! You don't have chinstraps in space?
SPIDER-MAN: Okay, team, listen up.
White Tiger, hard left.
Use Lizard's tail for leverage.
Power Man, hard right.
Go for Scorpion's stingers!
(GRUNTS)
(ROARS)
Why don't you stick around?
Have you heard that one before?
Years of S.H.I.E.L.D. training
and your quips are still terrible.
Unbreakable skin.
How unbreakable are those stingers?
(GRUNTING)
(YELLS)
Hah, not very.
(GRUNTS)
He who steals from another's brow,
shall himself be left unprotected.
Slam dunk!
(GROWLS) SPIDER-MAN: See?
There is something to this whole teamwork thing.
That was legit.
You balanced our strengths against their weaknesses.
And without making too many puns.
Seriously, back in the day, you had to re-learn the same lesson
about leading the team every single week.
Now look at you. Yeah. I've got to admit,
you got this leadership thing down.
Yeah, okay, but...
But nothing. No joke here.
Working with you has taught me a lot.
Ugh, I did get a little nauseous just saying that.
We all feel that way, Spider-Man.
Except the nausea. Thanks, guys.
I... What's that?
Hard-light technology?
Is this the plan Ock was talking about?
Dagger to Spider-Man. We tracked Kraven.
He doesn't know we're here. I doubt that.
Kraven doesn't get caught off-guard. On the way.
Go, Spidey. We'll bring these two in.
Thanks, guys.
I don't need Spider sense to know this is a set-up.
No way. We totally have the drop on him.
He's roadkill.
Trust me, Kraven's trying to draw us in.
I know this from years of painful experience.
Trap or no trap, we need to lock this guy down before he's onto us.
Cloak, not yet!
(LAUGHS)
Ah, Cloak, the impetuous one.
Now you're the bait for the others.
Cloak!
Wait! Have you learned nothing?
Vulture! Spidey was right, it's a trap!
(SCREECHES)
(GRUNTS)
Squirrel Girl, think your little buddies can bring down a bird?
You can count on me, Spidey!
Let's go, boys!
(CHATTERING)
(SCREECHES)
Push Kraven back towards the alley.
But that's the easiest path of escape!
Let's box him in.
No, trust me on this.
(ALL GRUNTING)
No, Kraven will not fall! (YELLS)
(GROANS)
You set up electro-nets?
No, Kraven did.
He always lays snares on obvious escape routes,
knowing his prey will try to run.
We just caught him in his own trap.
Now time to snag a Vulture!
Let's crack him like a nut!
No, call them off!
Vulture's under Ock's control,
it's not his fault he's a bad guy.
(CHATTERING)
(GRUNTS)
I know Ock did this to you.
At S.H.I.E.L.D., we'll try to find a cure.
I haven't given up on you, Vulture.
(GRUNTS)
(GROANS)
I don't know what to say, Spider-Man.
We couldn't have done it without you.
Aw, shucks.
All in a day's work for the friendly, neighborhood me.
(GRUNTS)
Cloak.
We've bagged a Scorpion, a Lizard,
a Vulture, and a... Whatever Kraven is.
The only thing we're missing in Ock's twisted zoo is a Rhino!
Has anyone seen Rhino?
(GRUNTS) Seeing him
up close and personal.
The boathouse, if you're up for a trip to Central Park.
It's a beautiful day, why not?
(GRUNTING)
"What did you do today, Miles?"
Oh, I ran into an old friend in the park.
Actually, he ran into me!
Really? Bad jokes?
You've been hanging out with Spider-Man too long.
Rhino doesn't know the meaning of the word friend,
but here's a hint.
It doesn't mean stabbing your team in the back!
(GRUNTING)
Friends. Enemies. Ock commands!
(YELLS)
Cut Rhino some slack.
Ock's messed with his mind over and over again.
And take it from me,
Ock's brainwashing ain't easy to get over.
I vote for determining Rhino's motives after we contain him.
(GRUNTS)
Miles, MJ, lead him to the water!
Oh, so now I want him to follow me?
So what's your plan, Spidey?
Hope rhinos hate getting wet?
(YELLS)
Pour on the freeze webs, now!
Clever move, Tiger.
Rhino, I know our friend is still in there.
I need him to come out. I need to know where Ock is.
Ock is close.
Close as in New York?
Much closer.
(GRUNTS)
I see you put the mask on, Spider-Man.
Now time for the consequences!
Got that right.
Doctor Octopus was hiding underwater.
Should have seen that coming.
DR. OCTOPUS: I warned you, Spider-Man!
(GRUNTING)
You pathetic child.
I gave you an ultimatum which you foolishly chose to ignore.
Becoming Spider-Man again will be your final mistake!
You're the one who made a mistake, Ock.
You can eat my wheat cakes,
but no one threatens my Aunt May!
Web Warriors, Water Defense Alpha, now!
What foolishness is... (YELLS)
Great work, everyone.
Wrapped this up just in time to get our graduation on.
You did it, Spidey.
You stopped your greatest enemy.
It's finally over.
May is safe because of you.
That's gotta feel good, Tiger.
No. She's safe because of us.
I know each of you joined this team
because circumstances forced you to.
But the way we've come to work together,
I'm proud of you all.
IRON SPIDER: The nerd, the jock, the cool girl,
the tough guy, and the kid from another dimension.
This unlikely arrangement would never have formed
if it weren't for you, Spider-Man.
You guys were always gonna be heroes.
I'm just glad I got to see it happen.
SCARLET SPIDER: All right. All right. Enough with the emotions already.
Scarlet's right. Let's get this loser back to a holding cell
before we're late for our own graduation!
SPIDER-MAN: Take them to the security floor.
S.H.I.E.L.D.'s got some nice accommodations ready.
POWER MAN: Spidey!
Just in time, webhead.
Everyone's already arriving for the graduation.
Everyone?
Whoa. I think we're gonna need more chairs.
Fury's back? Dr. Strange? The Avengers?
Well, what did you expect?
You've helped a lot of people, Spider-Man.
They just want to say thank you. We all do.
Without you, I'd still be a criminal.
Or worse, under Ock's control.
Freeing you, Sandman, is what anyone would have done.
Nah-uh. Not anyone, Spidey.
You.
Now go, enjoy your guests.
Mom? Dad? I'm so happy you came!
Tony Stark? I might faint.
I'm your biggest fan.
I saw the specs on the Mark 16 armor. Genius!
You definitely have good taste, Mr. Cho.
I've seen some of your designs, too.
Any interest in a position at Stark Enterprises' Advanced Design Department?
(SIGHS) Definitely going to faint.
An internship at Stark is my dream!
"Internship"? Nice one, kid.
I need you to run it.
Yes.
The ceremony's gonna start soon.
Shouldn't a certain aunt be here?
Ant-Man's over there. He can be hard to spot sometimes.
Different kind of aunt, genius.
May! Oh!
Does this mean you've caught him?
Yep. Ock and all his friends,
the Securely-locked-up Six.
Shame you didn't listen to me, Spider-Man.
Your aunt could have been protected.
Don't let him bother you.
Excuse me. I've got this.
Knock it off, Ock.
When I first met you, you scared me.
But I've come a long way since then.
Instead of hiding, I hunted you down.
You didn't count on that, did you?
Oh, that's exactly what I counted on.
You didn't think my armor was insulated from electric shock?
May!
Thank you for assembling my superior Sinister Six for me, Spider-Man.
This was entirely a set-up
to bring us all together inside the Triskelion.
You and your little friends played your parts perfectly.
(GRUNTING)
Leave her alone!
I've done my research.
I know all about your Uncle Ben.
May Parker is the only family you have left,
and I am going to make you an orphan once and for all.
I warned your nephew of the consequences.
This is on his head.
(GASPS) Do not worry.
It will hurt him far more than it hurts you.
Stop! Please!
You had your chance, Parker.
I'll do anything!
(GRUNTS)
Anything?
Hmm...
Aren't you a big believer in second chances?
Then perhaps I can give you one.
I spent so much time trying to replicate your powers,
yet only recently it occurred to me
that I might be able to do just the opposite.
Inject yourself with this serum,
and your powers will be gone.
You'll go from being the Ultimate Spider-Man
to regular old Peter Parker.
Your days playing teenage hero will be over,
but you will have saved your aunt.
I'd advise against making another poor decision.
I've done a lot of good as Spider-Man.
But I've also made life more dangerous
for my Aunt May and everyone else close to me.
How many people have I hurt by being Spider-Man?
Now Ock and his Sinister Six are reborn because I let them dupe me,
bringing the bad guys right to Aunt May and the team.
Oh, this is all my fault.
Don't worry about me, Peter.
The world needs Spider-Man. Don't do it.
But I do worry about you, Aunt May.
I've already lost Uncle Ben.
He said, "With great power comes great responsibility,"
and here, now,
the responsible thing to do
is to stop being Spider-Man.
(GROANS)
My powers. I...
I think... (SIGHS)
I think they're gone.
(GRUNTS)
Yes. It appears they are.
No Spider sense. (LAUGHS)
(GRUNTING)
Nor Spider strength.
And I will take care of these.
Spider-Man no more!
(GASPING)
You know I am a man of my word.
Peter!
The... The joke's on you, Ock.
You may have de-powered me,
but the greatest assembly of heroes ever known is right outside.
You picked the wrong day to do this.
(GRUNTS)
On the contrary. You couldn't have made this easier for me.
Thank you for gathering all of my enemies in one place.
(CROWD CHATTERING)
A hard-light shell.
Those plans we found back in the lab.
Exactly. And yet, you still never guessed my true plan.
Not only have I invented a completely impenetrable energy shell,
but that shell is contracting.
Just like you, the heroes will finally be crushed.
Huh? DR. OCTOPUS: This is all thanks to you, Parker,
and you are literally powerless to stop it.