1
00:00:02,986 --> 00:00:04,055
When life as Peter Parker
stresses me out,
2
00:00:04,079 --> 00:00:05,987
which is pretty much always,
3
00:00:06,065 --> 00:00:08,156
sometimes being Spider-Man
4
00:00:08,234 --> 00:00:09,834
is just what I need
to lift my spirits.
5
00:00:09,902 --> 00:00:11,659
There he is, that menace.
6
00:00:11,737 --> 00:00:13,495
Is he really that bad?
7
00:00:13,572 --> 00:00:14,883
Haven't you seen
the Daily Bugle?
8
00:00:14,907 --> 00:00:16,173
He's dangerous, reckless.
9
00:00:18,093 --> 00:00:20,352
And sometimes not so much.
10
00:00:20,429 --> 00:00:24,023
[Jameson] Look how much
damage Spider-Man has caused!
11
00:00:24,099 --> 00:00:27,008
He calls himself a hero?
I only see a menace.
12
00:00:27,086 --> 00:00:28,654
Not only is J. Jonah Jameson
at the Daily Bugle
13
00:00:28,678 --> 00:00:31,271
making me look bad,
14
00:00:31,348 --> 00:00:32,256
I'm the genius
who sold him that footage
15
00:00:32,258 --> 00:00:33,423
for tuition money.
16
00:00:33,425 --> 00:00:34,758
Time to get some video
17
00:00:34,760 --> 00:00:37,928
that'll be impossible
for J.J.J. to use against me.
18
00:00:37,930 --> 00:00:40,873
Hero time USA.
19
00:00:40,949 --> 00:00:42,933
Stopping jewelry thieves... Whoa!
20
00:00:42,935 --> 00:00:44,935
Crime Fighting 101.
21
00:00:44,937 --> 00:00:48,363
Cut! Who let this clown on set?
22
00:00:48,440 --> 00:00:51,199
My agent will hear about this!
23
00:00:51,277 --> 00:00:52,587
I'm gonna say it!
I'm gonna say it!
24
00:00:52,611 --> 00:00:55,045
Saving this building
is dynamite! Hah!
25
00:00:58,875 --> 00:01:00,967
Oh, great. It only
took me three hours
26
00:01:01,044 --> 00:01:02,803
to do the wiring on that TNT
27
00:01:02,879 --> 00:01:04,379
for tomorrow's
controlled demolition.
28
00:01:04,456 --> 00:01:06,473
But I love starting over.
29
00:01:06,550 --> 00:01:07,882
That did not sound sincere.
30
00:01:07,960 --> 00:01:12,220
[sighs] "Delete" button,
you're my new best friend.
31
00:01:12,298 --> 00:01:13,699
I should have had this
camera drone last year,
32
00:01:13,723 --> 00:01:15,148
back in my glory days,
33
00:01:15,225 --> 00:01:16,817
when everyone thought
I was the hero
34
00:01:16,893 --> 00:01:18,413
and Doc Ock... Huh?
Was the villain?
35
00:01:25,327 --> 00:01:28,236
Hey, Otto. Aren't you supposed
to be a good guy now?
36
00:01:28,314 --> 00:01:31,757
Because here's the thing.
Good guys don't rob banks.
37
00:01:31,834 --> 00:01:33,575
Wait. Hold on. Who are you?
38
00:01:33,652 --> 00:01:35,485
You're not Doc Ock.
39
00:01:35,487 --> 00:01:37,671
Oh, I know I'm not,
40
00:01:37,747 --> 00:01:39,914
because Octavius
is sheer perfection.
41
00:01:39,992 --> 00:01:43,102
I only dream of achieving
a fraction of his glory.
42
00:01:45,681 --> 00:01:47,158
Okay. Those are the two
craziest sentences
43
00:01:47,182 --> 00:01:48,849
I've ever heard.
44
00:01:48,925 --> 00:01:50,517
But my hero will be so proud
45
00:01:50,594 --> 00:01:53,103
if I eliminate
his peskiest problem.
46
00:01:54,673 --> 00:01:56,615
His personality?
47
00:01:56,692 --> 00:01:57,692
Oh, wait.
48
00:01:58,768 --> 00:02:00,152
You mean me!
49
00:02:13,491 --> 00:02:14,733
Hey!
50
00:02:14,735 --> 00:02:16,902
We just met.
51
00:02:16,904 --> 00:02:18,086
Has no one ever taught you
52
00:02:18,163 --> 00:02:19,603
the importance
of a first impression?
53
00:02:20,924 --> 00:02:22,424
[grunts]
54
00:02:22,500 --> 00:02:24,092
Octavius is the only person
55
00:02:24,169 --> 00:02:26,912
I care about impressing.
56
00:02:26,914 --> 00:02:28,247
And I can't think
of a better way to do that
57
00:02:28,249 --> 00:02:30,098
than by destroying you!
58
00:02:31,585 --> 00:02:33,026
Buy him a gift!
59
00:02:33,103 --> 00:02:34,586
New test tubes,
60
00:02:34,588 --> 00:02:35,788
a better sense of style. Whoa!
61
00:02:39,443 --> 00:02:40,425
[grunts]
62
00:02:40,427 --> 00:02:41,427
Whoa!
63
00:02:46,767 --> 00:02:48,375
Oh! That was so easy.
64
00:02:48,452 --> 00:02:49,452
Yay me.
65
00:02:51,105 --> 00:02:52,713
First, Spider-Man is defeated.
66
00:02:52,789 --> 00:02:55,865
Now I get the secret
to unlimited power!
67
00:02:55,943 --> 00:02:57,343
Oh, I knew
I'd be a natural at this.
68
00:03:03,208 --> 00:03:05,217
Money? This is not what I want!
69
00:03:07,045 --> 00:03:10,805
Then... news flash... you
shouldn't have robbed a bank.
70
00:03:10,882 --> 00:03:13,292
The transfer orders I hacked
71
00:03:13,294 --> 00:03:15,121
say the crystals won't be
moved until tomorrow.
72
00:03:15,145 --> 00:03:16,962
Wait.
73
00:03:16,964 --> 00:03:20,390
Oh, no. I have the dates wrong.
74
00:03:20,467 --> 00:03:23,559
Oh! So humiliating.
75
00:03:23,637 --> 00:03:26,488
You mis-scheduled
your evil master plan?
76
00:03:26,564 --> 00:03:28,564
I'm a very busy person, okay?
77
00:03:28,642 --> 00:03:29,583
And it's tough
to keep track of things.
78
00:03:29,660 --> 00:03:31,826
Is this your first day
on the job?
79
00:03:31,903 --> 00:03:33,736
Don't insult me! It's my second.
80
00:03:33,814 --> 00:03:36,648
Now get over here
so I can hit you!
81
00:03:36,650 --> 00:03:37,810
[grunts]
That's not how this works.
82
00:03:37,834 --> 00:03:40,410
Have you ever read
your super villain manual,
83
00:03:40,487 --> 00:03:41,836
Doc-Not-Ock?
84
00:03:41,913 --> 00:03:43,505
Hey, what should we call you?
85
00:03:43,581 --> 00:03:44,839
Professor Tentacle?
86
00:03:44,916 --> 00:03:46,060
Oh! Lab Assistant Lotsa Limbs.
87
00:03:46,084 --> 00:03:48,176
Whatever you're doing, stop!
88
00:03:48,253 --> 00:03:49,585
Oh! Delightful.
89
00:03:49,663 --> 00:03:52,439
[singsong] Your timing
could not be more perfect.
90
00:03:52,516 --> 00:03:53,607
[yells]
91
00:03:53,684 --> 00:03:55,442
Uhh! Yaah! Huhh!
92
00:03:59,264 --> 00:04:00,839
She's gone.
93
00:04:00,841 --> 00:04:02,357
Is that Doc Ock's girlfriend?
94
00:04:02,434 --> 00:04:05,010
Maybe it was just his sister.
95
00:04:05,012 --> 00:04:06,453
No clue who she was,
96
00:04:06,530 --> 00:04:08,697
but she was looking
for some kind of crystals.
97
00:04:08,773 --> 00:04:10,365
Sure. That quartz
cluster we had.
98
00:04:10,442 --> 00:04:13,702
Real valuable. But we shipped
it to the docks this morning.
99
00:04:16,448 --> 00:04:20,292
Epic! No way J.J.J. can use
this to make me look bad.
100
00:04:22,879 --> 00:04:25,121
[Jameson] First he gets beaten.
101
00:04:25,199 --> 00:04:26,640
Then he can't even
help the guards.
102
00:04:26,717 --> 00:04:28,291
Who is this incompetent buffoon,
103
00:04:28,369 --> 00:04:29,603
and why isn't he being arrested?
104
00:04:29,627 --> 00:04:30,987
[chatter, snickering]
[girl scoffs]
105
00:04:31,038 --> 00:04:33,372
Spider-Man should've just
let those guards handle it.
106
00:04:33,374 --> 00:04:35,207
[girl ♪2] Seriously.
107
00:04:35,209 --> 00:04:37,300
At least they're trained
to protect people.
108
00:04:37,378 --> 00:04:40,136
[sighs] How can J.J.J.
keep doing this?
109
00:04:40,214 --> 00:04:41,471
Come on, Pete. Huh?
110
00:04:41,548 --> 00:04:43,415
We don't want to be late
to Dr. Octavius' class.
111
00:04:43,417 --> 00:04:45,659
He's gonna pick
the project leaders
112
00:04:45,736 --> 00:04:46,718
for the Neuro-Cortex.
113
00:04:46,720 --> 00:04:48,829
Speaking of Ock,
114
00:04:48,905 --> 00:04:51,164
you'll never believe what
I came across last night.
115
00:04:51,241 --> 00:04:54,501
It was a... A woman
using octopus arms?
116
00:04:54,578 --> 00:04:56,745
Yeah. Sure seemed
like your kind of gear.
117
00:04:56,821 --> 00:04:59,489
Mine? No, no.
118
00:04:59,566 --> 00:05:01,491
That tech is clearly
an inferior knockoff.
119
00:05:01,568 --> 00:05:03,493
Look at the... Oh.
120
00:05:03,570 --> 00:05:05,512
Wait. I recognize her.
121
00:05:05,589 --> 00:05:07,347
Carolyn Trainer.
122
00:05:07,424 --> 00:05:09,182
She was in the cell next to mine
123
00:05:09,259 --> 00:05:11,334
when I was being
criminally rehabilitated.
124
00:05:11,412 --> 00:05:12,853
Has she tried to contact you?
125
00:05:12,929 --> 00:05:14,929
Oh, heavens, no.
126
00:05:15,006 --> 00:05:17,340
Let us just say
I feared her release
127
00:05:17,418 --> 00:05:18,841
would lead to something
like this.
128
00:05:18,919 --> 00:05:20,252
Would it be a problem
129
00:05:20,254 --> 00:05:22,178
if we need to contact you
for more information?
130
00:05:22,256 --> 00:05:24,013
Of course not.
131
00:05:24,091 --> 00:05:26,015
I hope you can help
that poor woman
132
00:05:26,093 --> 00:05:28,109
and keep her very far
away from me.
133
00:05:28,186 --> 00:05:30,370
I am working diligently
to start a new life,
134
00:05:30,447 --> 00:05:32,431
and do not need hangers-on.
[bell rings]
135
00:05:32,433 --> 00:05:34,690
Uh, are we sure
that isn't an Ock clone
136
00:05:34,768 --> 00:05:36,359
with all the Ock removed?
137
00:05:36,437 --> 00:05:40,380
He's taking this "turning over a
new leaf" thing very seriously.
138
00:05:40,457 --> 00:05:41,773
I'm surprised he hasn't
started opening classes
139
00:05:41,775 --> 00:05:42,791
with group hugs.
140
00:05:44,869 --> 00:05:47,370
I'd like to begin
today's lecture
141
00:05:47,448 --> 00:05:48,947
with a group hug.
142
00:05:48,949 --> 00:05:51,374
[students laugh]
143
00:05:51,452 --> 00:05:52,967
You're probably wondering
144
00:05:53,044 --> 00:05:56,229
why I'm trying this
looser lecture format.
145
00:05:56,306 --> 00:05:58,473
Well, in order to properly grasp
146
00:05:58,550 --> 00:05:59,860
the science
behind the Neuro-Cortex,
147
00:05:59,884 --> 00:06:03,904
I've designed our classroom
to be more spontaneous
148
00:06:03,980 --> 00:06:05,888
and random.
149
00:06:05,966 --> 00:06:07,557
Mr. Octavius?
150
00:06:07,634 --> 00:06:09,392
Call me Otto.
151
00:06:09,470 --> 00:06:10,780
And there is no need
to raise your hand.
152
00:06:10,804 --> 00:06:11,745
Just speak out.
153
00:06:11,822 --> 00:06:13,413
Um, Otto,
154
00:06:13,490 --> 00:06:16,065
sitting on the floor
doesn't seem
155
00:06:16,143 --> 00:06:17,620
like what professional
scientists would do.
156
00:06:17,644 --> 00:06:20,403
True, Anya, but our goal
is to break the mold.
157
00:06:20,481 --> 00:06:25,150
This format is a mirror to how
the human mind itself operates.
158
00:06:25,152 --> 00:06:27,335
But you had the courage
to question me.
159
00:06:27,412 --> 00:06:29,412
Good. That's one of the reasons
160
00:06:29,490 --> 00:06:31,581
I'm picking you
to be one of the leaders
161
00:06:31,658 --> 00:06:33,842
of our three Neuro-Cortex
development teams,
162
00:06:33,918 --> 00:06:35,844
along with Gwen and Miles.
163
00:06:35,920 --> 00:06:37,753
Our first meeting
is this evening.
164
00:06:37,831 --> 00:06:39,848
Of course,
there will be a chance
165
00:06:39,924 --> 00:06:42,167
for everyone to contribute
to the Neuro-Cortex.
166
00:06:42,169 --> 00:06:44,945
My intention
is for all students,
167
00:06:45,021 --> 00:06:46,780
no matter their skill level,
168
00:06:46,857 --> 00:06:47,857
to feel involved.
169
00:06:50,344 --> 00:06:51,984
A development leader
for the Neuro-Cortex?
170
00:06:52,012 --> 00:06:54,270
This is huge.
171
00:06:54,348 --> 00:06:55,992
This could set me on track
for top colleges.
172
00:06:56,016 --> 00:06:56,790
I'm thrilled for you.
173
00:06:56,867 --> 00:06:58,458
Oh.
174
00:06:58,535 --> 00:07:00,776
Sorry, Pete.
175
00:07:00,854 --> 00:07:01,944
I wish you got picked, too.
176
00:07:02,022 --> 00:07:03,279
We'd have a blast.
177
00:07:03,357 --> 00:07:05,540
I can't blame Ock.
178
00:07:05,617 --> 00:07:07,968
I haven't been focusing
on school like I should.
179
00:07:08,044 --> 00:07:08,802
All I was thinking about
during class
180
00:07:08,879 --> 00:07:10,286
was finding Carolyn Trainer.
181
00:07:10,364 --> 00:07:14,641
You got to find a better
school-life balance, buddy.
182
00:07:14,718 --> 00:07:17,035
Tell you what. After
the Neuro-Cortex meeting,
183
00:07:17,037 --> 00:07:17,869
I'll help you track her down.
184
00:07:17,871 --> 00:07:19,721
Deal? Deal.
185
00:07:19,797 --> 00:07:22,131
Thanks, Miles.
186
00:07:22,209 --> 00:07:23,132
[Peter]
Can we talk, Mr. Jameson?
187
00:07:23,210 --> 00:07:24,985
In 11 seconds, kid.
188
00:07:25,061 --> 00:07:27,154
The footage I gave you
of Spider-Man.
189
00:07:27,230 --> 00:07:28,547
You're not being
truthful with it.
190
00:07:28,549 --> 00:07:29,564
He's a hero.
191
00:07:29,641 --> 00:07:31,307
You see a hero,
192
00:07:31,385 --> 00:07:33,976
I see a masked vigilante
with no skills,
193
00:07:34,054 --> 00:07:34,886
who doesn't answer to anyone.
194
00:07:34,888 --> 00:07:36,905
Iron Man, Captain America...
195
00:07:36,981 --> 00:07:39,166
Now, those are real heroes.
196
00:07:39,242 --> 00:07:41,075
We know their names.
We know where they live.
197
00:07:41,152 --> 00:07:42,561
Why does Spider-Man wear a mask?
198
00:07:42,563 --> 00:07:43,631
Who is he? What's he hiding?
199
00:07:43,655 --> 00:07:45,672
Maybe he's a...
200
00:07:45,749 --> 00:07:47,560
Well, trying to protect
his family or something.
201
00:07:47,584 --> 00:07:49,342
Weak excuse.
202
00:07:49,419 --> 00:07:50,897
The public needs
to wake up to the truth
203
00:07:50,921 --> 00:07:53,013
about this costumed menace,
204
00:07:53,089 --> 00:07:54,739
and I'm just the man
to make that happen.
205
00:07:54,741 --> 00:07:57,075
Then...
206
00:07:57,077 --> 00:07:58,501
I can't sell you
any more footage.
207
00:07:58,579 --> 00:07:59,911
Ha. Your choice, kid.
208
00:07:59,913 --> 00:08:02,764
You don't do it, I'll find
somebody else who will.
209
00:08:02,840 --> 00:08:03,920
You know where the door is.
210
00:08:07,254 --> 00:08:08,177
[Spider-Man] Hey, Miles.
211
00:08:08,255 --> 00:08:09,362
I tracked those crystals
212
00:08:09,439 --> 00:08:10,346
Carolyn Trainer was looking for
213
00:08:10,424 --> 00:08:12,199
to a warehouse by the river.
214
00:08:12,275 --> 00:08:13,753
But I've been
staking it out for hours,
215
00:08:13,777 --> 00:08:14,943
and she's a no-show.
216
00:08:15,019 --> 00:08:16,352
I wouldn't bother coming.
217
00:08:16,430 --> 00:08:17,470
Looks like this is a bust.
218
00:08:18,765 --> 00:08:20,040
Whoa! I lied!
219
00:08:20,116 --> 00:08:22,709
Hello, little bug.
220
00:08:22,786 --> 00:08:24,360
I was hoping we'd meet again
221
00:08:24,438 --> 00:08:28,623
so I could make you pay for your
crimes against Ock's genius!
222
00:08:31,035 --> 00:08:32,460
You have the worst
social skills.
223
00:08:32,537 --> 00:08:35,037
Ah-ah-ah! Not so.
224
00:08:35,115 --> 00:08:36,798
Look how many friends I've made.
225
00:08:36,874 --> 00:08:39,951
Okay, I admit
I made them in my workshop,
226
00:08:39,953 --> 00:08:41,711
but that still counts, right?
227
00:08:41,788 --> 00:08:43,788
Octobots, attack!
228
00:08:43,790 --> 00:08:45,014
[grunting]
229
00:08:47,885 --> 00:08:51,721
Ow! Aren't you supposed to keep
dangerous pets on a leash?
230
00:08:51,798 --> 00:08:53,222
Leash these little cuties?
231
00:08:53,300 --> 00:08:56,058
Aw, no way.
232
00:08:56,136 --> 00:08:57,296
And get this. I programmed them
233
00:08:57,320 --> 00:09:00,062
with Ock's superior tactics.
234
00:09:00,140 --> 00:09:01,451
[giggles]
It's almost like fighting
235
00:09:01,475 --> 00:09:03,083
with the original
Doc Ock, right?
236
00:09:03,159 --> 00:09:05,546
Only they aren't constantly
talking about how smart they are.
237
00:09:05,570 --> 00:09:09,163
Ha! Otto does do that.
238
00:09:09,240 --> 00:09:11,666
I love it. He's so
unhindered by modesty.
239
00:09:11,743 --> 00:09:15,837
Play nice while Mommy
acquires the stolen goods.
240
00:09:15,913 --> 00:09:16,913
[Spider-Man grunting]
241
00:09:20,494 --> 00:09:23,419
Wait. You guys do teamwork?
242
00:09:23,497 --> 00:09:25,097
That's nothing like
the original Doc Ock!
243
00:09:29,169 --> 00:09:31,594
Oh, my, Octobots.
244
00:09:31,672 --> 00:09:32,952
[grunts]
What big teeth you have.
245
00:09:41,014 --> 00:09:42,113
How about you chew on this?
246
00:09:44,609 --> 00:09:46,626
Face it, web-head,
247
00:09:46,703 --> 00:09:48,628
now that there's
a whole Ock family,
248
00:09:48,705 --> 00:09:51,022
you're all washed up.
249
00:09:51,024 --> 00:09:52,799
"Washed up"?
What do you mean by...
250
00:09:52,876 --> 00:09:55,527
Aah! [Grunts]
251
00:09:55,529 --> 00:09:57,362
Whaah!
252
00:09:57,364 --> 00:09:59,306
[laughing]
253
00:10:03,370 --> 00:10:05,010
I am so glad no one
was there to see that.
254
00:10:07,390 --> 00:10:08,390
Ohh.
255
00:10:11,044 --> 00:10:12,377
[sighs] I shouldn't have
told you not to come.
256
00:10:12,379 --> 00:10:13,820
I could have used your help.
257
00:10:13,897 --> 00:10:14,821
Did you get my voice mail?
258
00:10:14,898 --> 00:10:17,306
Uh, no. Sorry.
259
00:10:17,384 --> 00:10:18,974
I just went home
and fell asleep.
260
00:10:19,052 --> 00:10:20,568
Brainstorming
on the Neuro-Cortex
261
00:10:20,645 --> 00:10:22,887
was amazing but exhausting.
262
00:10:22,889 --> 00:10:23,738
I barely remember going home.
263
00:10:23,815 --> 00:10:26,057
I woke up in my clothes.
264
00:10:26,059 --> 00:10:27,559
For real?
265
00:10:27,561 --> 00:10:29,077
Ah, don't worry. I changed.
266
00:10:29,153 --> 00:10:31,504
Uh, not that.
267
00:10:31,581 --> 00:10:34,174
Carolyn Trainer doesn't
have a criminal record,
268
00:10:34,250 --> 00:10:36,062
but Ock said they had
cells next to each other.
269
00:10:36,086 --> 00:10:38,011
Why would she be behind bars?
270
00:10:38,088 --> 00:10:39,904
She's just a researcher
271
00:10:39,906 --> 00:10:41,848
with a PhD
in electrical engineering.
272
00:10:41,925 --> 00:10:43,742
Having very little common sense
273
00:10:43,744 --> 00:10:47,078
apparently didn't stop her from
getting an advanced degree.
274
00:10:47,080 --> 00:10:48,337
Another thing about her...
275
00:10:48,415 --> 00:10:51,583
She buys her Octobot parts
at a hardware store.
276
00:10:51,585 --> 00:10:55,845
I recognize almost all these
components from my projects.
277
00:10:55,922 --> 00:10:58,439
Time for the Spider-men
to go to work?
278
00:10:58,516 --> 00:11:03,111
Ah, can't. We have another Neuro-Cortex
development meeting this afternoon.
279
00:11:03,187 --> 00:11:04,763
But call me
if you need help later.
280
00:11:04,765 --> 00:11:05,765
This time I'll pick up.
281
00:11:07,768 --> 00:11:08,783
Pete, can I have a word?
282
00:11:08,860 --> 00:11:11,211
Hey, Max.
283
00:11:11,287 --> 00:11:12,787
Uh, is the word "tuition"?
284
00:11:12,864 --> 00:11:15,273
Yeah. Sorry.
285
00:11:15,275 --> 00:11:17,032
I've pushed the board
as far as they can go.
286
00:11:17,110 --> 00:11:20,035
If the office doesn't have
a payment by tomorrow,
287
00:11:20,113 --> 00:11:21,054
they will give your spot
here at Horizon
288
00:11:21,131 --> 00:11:23,114
to someone on the wait list.
289
00:11:23,116 --> 00:11:25,007
I understand. I'll find a way.
290
00:11:28,121 --> 00:11:29,281
Tony Stark had the right idea.
291
00:11:29,305 --> 00:11:33,048
Become a billionaire,
then become a superhero.
292
00:11:33,126 --> 00:11:35,885
But while I'm trying to find
a way to pay for my tuition,
293
00:11:35,962 --> 00:11:38,571
I might as well find where Carolyn
Trainer buys her spare parts.
294
00:11:40,300 --> 00:11:41,633
But what am I gonna do,
295
00:11:41,635 --> 00:11:43,076
ask the clerks
if they've ever seen
296
00:11:43,153 --> 00:11:45,078
a bizarre customer
with octopus arms?
297
00:11:45,155 --> 00:11:49,808
Wait. A seafood restaurant
next to a hardware store?
298
00:11:49,810 --> 00:11:51,751
No. She wouldn't.
299
00:11:51,828 --> 00:11:53,268
That would be
way too obvious. Right?
300
00:11:56,499 --> 00:11:57,924
[Carolyn grumbles]
301
00:11:58,001 --> 00:11:59,478
What on earth could that
genius be planning,
302
00:11:59,502 --> 00:12:01,653
you guys?
303
00:12:01,655 --> 00:12:03,430
These crystals appear inert.
304
00:12:03,506 --> 00:12:06,099
I don't yet see what he
could possibly need them for.
305
00:12:06,176 --> 00:12:08,250
And I thought you
were kidding... Hmm?
306
00:12:08,328 --> 00:12:09,084
When you said these things
were your friends.
307
00:12:09,162 --> 00:12:10,252
Ugh. Creepy.
308
00:12:10,330 --> 00:12:13,589
Uhh! Oh, you pest!
309
00:12:13,667 --> 00:12:15,433
Octobots, attack!
310
00:12:18,505 --> 00:12:20,930
Listen, guys, pro tip...
311
00:12:21,007 --> 00:12:22,523
When I first got
into villain busting,
312
00:12:22,600 --> 00:12:25,176
I was always way over my head.
Huh?
313
00:12:25,178 --> 00:12:26,678
But now, as an experienced
second-year hero,
314
00:12:26,680 --> 00:12:28,112
I've learned
the importance of...
315
00:12:32,202 --> 00:12:33,685
being prepared.
316
00:12:33,687 --> 00:12:36,629
[gasps] My little Ottos!
317
00:12:36,706 --> 00:12:38,948
What has that maniac
done to you?
318
00:12:39,025 --> 00:12:42,527
You're the one trying to team up
with a reformed super villain,
319
00:12:42,529 --> 00:12:43,970
but I'm the maniac.
320
00:12:44,047 --> 00:12:46,806
"Reformed"? Ha! As if.
321
00:12:46,883 --> 00:12:51,219
Otto hasn't revealed all
the steps of his plan to me,
322
00:12:51,295 --> 00:12:53,295
but he promised
that if I follow his orders,
323
00:12:53,373 --> 00:12:55,148
we'll rule this city together.
324
00:12:55,225 --> 00:12:56,632
Together.
325
00:12:56,710 --> 00:12:58,726
Have you even met Ock?
326
00:12:58,803 --> 00:13:01,229
Sharing isn't exactly
his strong suit.
327
00:13:01,305 --> 00:13:03,548
Besides, Otto gave your name
to the police.
328
00:13:03,550 --> 00:13:05,992
He's collaborating
with them and not you.
329
00:13:06,069 --> 00:13:07,568
I know that's not true.
330
00:13:07,645 --> 00:13:10,889
Are you suggesting
Otto broke our promise?
331
00:13:10,891 --> 00:13:12,323
Are you calling him a liar?
332
00:13:13,894 --> 00:13:15,484
One of you is lying.
333
00:13:15,562 --> 00:13:17,170
Time to find out which one.
334
00:13:17,247 --> 00:13:19,063
By the way, say hello
to the cops for me.
335
00:13:19,065 --> 00:13:20,345
I'll be sending them right over.
336
00:13:24,070 --> 00:13:27,088
Fortunately,
it'll be easy to find Ock.
337
00:13:27,164 --> 00:13:29,665
The Neuro-Cortex Club
is still in session.
338
00:13:29,743 --> 00:13:32,243
Okay. Creepy much?
339
00:13:32,245 --> 00:13:34,521
Locked door, eerie lighting.
340
00:13:34,597 --> 00:13:36,397
What kind of a school
project meeting is this?
341
00:13:37,341 --> 00:13:38,341
What?
342
00:13:42,422 --> 00:13:45,773
[Doc Ock] I know it might
appear frightening, Spider-Man,
343
00:13:45,850 --> 00:13:48,593
but that's often what real
progress looks like.
344
00:13:48,595 --> 00:13:51,204
Octavius. What are you doing
to these students?
345
00:13:55,602 --> 00:13:58,269
What I'm doing to them
is irrelevant.
346
00:13:58,271 --> 00:14:02,882
What they are doing for me
will change the world forever.
347
00:14:02,959 --> 00:14:04,792
Your little experiment ends now.
348
00:14:04,869 --> 00:14:06,719
[grunting]
349
00:14:06,796 --> 00:14:09,889
Whoa!
Do not do that, Spider-Man!
350
00:14:09,966 --> 00:14:11,465
Wait. How?
351
00:14:11,542 --> 00:14:13,134
I told everyone
352
00:14:13,210 --> 00:14:14,452
the potential
of the Neuro-Cortex
353
00:14:14,454 --> 00:14:15,954
was limitless,
354
00:14:15,956 --> 00:14:17,288
and behold, it has enabled me
355
00:14:17,290 --> 00:14:20,549
to unlock the most important
force in the world...
356
00:14:20,627 --> 00:14:22,235
My own mind!
357
00:14:23,463 --> 00:14:25,146
Aah!
358
00:14:32,138 --> 00:14:33,658
Didn't know you were
into magic tricks.
359
00:14:37,068 --> 00:14:38,348
How are you doing all this?
Whoa.
360
00:14:41,405 --> 00:14:42,975
Some would call them
telekinetic powers...
361
00:14:42,999 --> 00:14:46,241
Mentally manipulating
quantum entanglement.
362
00:14:46,319 --> 00:14:48,911
Einstein called it
"spooky action at a distance."
363
00:14:48,989 --> 00:14:50,504
But I call it the future!
364
00:14:52,993 --> 00:14:54,659
Not one I want to live in.
365
00:14:54,661 --> 00:14:58,605
Did you know that the neurons
in the human brain
366
00:14:58,681 --> 00:15:01,256
can send dozens
of signals per second?
367
00:15:01,334 --> 00:15:03,501
Oh, yeah? Fascinating,
Dr. Irrelevant.
368
00:15:03,503 --> 00:15:04,560
Point?
369
00:15:06,840 --> 00:15:09,115
Uhh! You are fast, Spider-Man,
370
00:15:09,192 --> 00:15:10,858
but not faster
than the speed of thought.
371
00:15:10,935 --> 00:15:12,952
The students' brains
372
00:15:13,029 --> 00:15:15,270
are acting
as parallel processors,
373
00:15:15,348 --> 00:15:18,440
helping the Neuro-Cortex
process quantum software
374
00:15:18,518 --> 00:15:21,461
that pushes my genius
to the very limit!
375
00:15:21,537 --> 00:15:24,856
You can't just use their neural
pathways like computer circuits.
376
00:15:24,858 --> 00:15:26,357
That could fry their minds.
377
00:15:26,359 --> 00:15:27,950
Aah! [Gwen screaming]
378
00:15:28,028 --> 00:15:31,137
Aah! A small sacrifice
379
00:15:31,214 --> 00:15:34,032
to take human existence
to the next level.
380
00:15:34,034 --> 00:15:36,217
The physical shall
limit me no longer.
381
00:15:36,293 --> 00:15:37,468
Yaah!
382
00:15:42,375 --> 00:15:44,392
Those arms were fused to you.
383
00:15:44,468 --> 00:15:46,060
They were impossible to remove.
384
00:15:46,137 --> 00:15:48,137
Nothing is impossible to me now.
385
00:15:48,214 --> 00:15:51,215
Max Modell, Norman Osborn...
386
00:15:51,217 --> 00:15:53,885
None of them could see
my true brilliance.
387
00:15:53,887 --> 00:15:56,663
They laughed at me.
Who is laughing now?
388
00:15:56,739 --> 00:15:58,814
Imagine a world run by my mind.
389
00:15:58,892 --> 00:16:00,816
The perfect world!
390
00:16:00,894 --> 00:16:03,819
You were lying to everybody.
391
00:16:03,897 --> 00:16:06,989
Wait. The wild pack,
Carolyn Trainer.
392
00:16:07,067 --> 00:16:08,566
What about
those stolen crystals?
393
00:16:08,568 --> 00:16:10,068
That was all you?
394
00:16:10,070 --> 00:16:12,737
Hmm. Brilliant, wasn't it?
395
00:16:12,739 --> 00:16:14,663
I played everyone
like chess pieces,
396
00:16:14,741 --> 00:16:16,132
including you.
397
00:16:23,083 --> 00:16:24,765
Carolyn Trainer was only a tool
398
00:16:24,842 --> 00:16:28,019
keeping you busy while I
reached my true potential.
399
00:16:31,515 --> 00:16:32,773
[grunts]
400
00:16:32,850 --> 00:16:34,867
You used me?
401
00:16:34,944 --> 00:16:37,686
Otto, how could you?
402
00:16:37,764 --> 00:16:39,597
I didn't wind up
in prison by accident.
403
00:16:39,599 --> 00:16:41,115
I hacked the system
404
00:16:41,192 --> 00:16:41,708
and falsified my own conviction
405
00:16:41,784 --> 00:16:43,376
just to meet you.
406
00:16:43,453 --> 00:16:45,895
You said we would be together!
407
00:16:45,972 --> 00:16:48,881
I did everything
you asked of me!
408
00:16:48,958 --> 00:16:52,777
You served my purpose
for a while, Carolyn.
409
00:16:52,779 --> 00:16:54,721
That is more than most.
Be content with that.
410
00:17:01,454 --> 00:17:03,879
[shouting]
411
00:17:03,957 --> 00:17:04,957
Uhh!
412
00:17:10,480 --> 00:17:12,296
Yaah!
413
00:17:12,298 --> 00:17:13,298
Uhh! Aah!
414
00:17:22,142 --> 00:17:24,241
Miles. Tell me you can hear me.
415
00:17:26,162 --> 00:17:27,569
Miles, please. [Grunting]
416
00:17:27,647 --> 00:17:28,646
I need your help!
417
00:17:28,648 --> 00:17:30,906
Gwen! Anya!
418
00:17:30,984 --> 00:17:32,574
Take back control.
419
00:17:32,652 --> 00:17:33,334
You have to fight him.
420
00:17:33,410 --> 00:17:36,087
Aah!
421
00:17:37,840 --> 00:17:39,157
Hah!
422
00:17:39,159 --> 00:17:40,174
Yaah!
423
00:17:44,330 --> 00:17:45,605
What?
424
00:17:45,681 --> 00:17:46,998
Did I do that?
425
00:17:47,000 --> 00:17:48,349
They're fighting back.
426
00:17:48,425 --> 00:17:49,500
[Gwen, Anya, Miles grunting]
427
00:17:49,502 --> 00:17:50,926
Then let's help them.
428
00:17:51,004 --> 00:17:53,187
Now, that's using your brain.
429
00:17:53,264 --> 00:17:55,448
They hit him mentally,
we hit him physically.
430
00:17:55,525 --> 00:17:58,934
How? This is impossible!
431
00:17:59,012 --> 00:18:00,620
Aah!
432
00:18:03,699 --> 00:18:08,202
[slow-motion screaming]
433
00:18:13,951 --> 00:18:14,951
[man gasps]
434
00:18:16,863 --> 00:18:18,212
This city. Am I right?
435
00:18:20,124 --> 00:18:23,458
They're okay, just unconscious.
436
00:18:23,536 --> 00:18:25,219
Well, can't say the same
for Otto.
437
00:18:25,296 --> 00:18:27,429
He's alive,
but this is a deep coma.
438
00:18:31,561 --> 00:18:33,653
[siren approaching] Ohh.
439
00:18:33,729 --> 00:18:36,322
I knew the police
would find me again.
440
00:18:36,399 --> 00:18:38,194
Do you know how hard it was
to escape from them?
441
00:18:38,218 --> 00:18:41,828
No, I don't, but I do know
I couldn't have done this
442
00:18:41,904 --> 00:18:43,404
without your help tonight.
443
00:18:43,480 --> 00:18:44,646
Maybe it's time to admit
444
00:18:44,724 --> 00:18:46,004
you're a terrible super villain.
445
00:18:48,077 --> 00:18:50,244
Ock was so inspiring. [Sighs]
446
00:18:50,321 --> 00:18:54,173
He made me feel like I
belonged to something greater.
447
00:18:54,250 --> 00:18:55,791
But it was all a lie.
448
00:18:58,996 --> 00:19:02,240
It's not too late to make
a difference, Carolyn.
449
00:19:02,242 --> 00:19:04,242
If you get a second chance,
450
00:19:04,244 --> 00:19:05,685
don't blow it
like Otto Octavius did.
451
00:19:13,419 --> 00:19:17,012
[groans]
452
00:19:17,090 --> 00:19:19,607
I missed something, didn't I?
453
00:19:19,683 --> 00:19:21,516
Miles. Pete's been
telling us a story
454
00:19:21,594 --> 00:19:23,369
that's hard to believe.
455
00:19:23,446 --> 00:19:25,204
Doc Ock with telekinetic powers?
456
00:19:25,281 --> 00:19:26,333
Do you remember any of this?
457
00:19:26,357 --> 00:19:28,040
No.
458
00:19:28,117 --> 00:19:29,767
I just...
459
00:19:29,769 --> 00:19:32,378
I think I dreamt
about Spider-Man.
460
00:19:32,455 --> 00:19:33,771
He needed help.
461
00:19:33,773 --> 00:19:35,882
Apparently, he came
462
00:19:35,958 --> 00:19:37,398
to save you guys
from Ock last night,
463
00:19:37,460 --> 00:19:39,627
but you ended up saving him.
464
00:19:39,703 --> 00:19:42,889
Well, that part
sounds believable.
465
00:19:42,965 --> 00:19:46,058
[laughter]
466
00:19:46,135 --> 00:19:47,894
The three of you
are the lucky ones.
467
00:19:47,970 --> 00:19:50,121
Ock tried to expand his mind,
468
00:19:50,123 --> 00:19:51,805
but it looks like
he overloaded it.
469
00:19:56,887 --> 00:19:58,145
Make sure you thank Spider-Man
470
00:19:58,222 --> 00:19:59,739
for letting me see this.
471
00:19:59,815 --> 00:20:02,241
I'm putting
much stricter safeguards
472
00:20:02,318 --> 00:20:04,076
on the use of the Neuro-Cortex.
473
00:20:04,153 --> 00:20:06,637
I never should have
let Otto near it.
474
00:20:06,639 --> 00:20:09,140
To be fair,
Otto had everyone fooled.
475
00:20:09,142 --> 00:20:10,658
But he did prove one thing...
476
00:20:10,734 --> 00:20:12,234
The Neuro-Cortex
does have potential
477
00:20:12,312 --> 00:20:13,661
for truly amazing things.
478
00:20:13,737 --> 00:20:17,089
Amazing things I really want
you to be a part of, Peter.
479
00:20:20,486 --> 00:20:21,576
[Jameson] Ha ha ha ha!
480
00:20:21,654 --> 00:20:22,987
Fantastic, kid.
481
00:20:22,989 --> 00:20:25,323
I'm glad you changed your mind.
482
00:20:25,325 --> 00:20:27,082
In fact, why don't I
put you on retainer?
483
00:20:27,160 --> 00:20:29,602
Keep bringing me
this kind of material,
484
00:20:29,679 --> 00:20:31,103
and you'll have
a regular job here.
485
00:20:31,180 --> 00:20:33,347
Yes, sir, Mr. Jameson.
486
00:20:33,424 --> 00:20:35,257
Maybe this'll help you
up your game, Brock.
487
00:20:35,335 --> 00:20:37,443
A little competition
from a school kid
488
00:20:37,520 --> 00:20:40,595
could push you to do some
good work once in a while.
489
00:20:40,673 --> 00:20:42,114
Uh, heh heh.
490
00:20:49,015 --> 00:20:50,957
There you are.
491
00:20:51,033 --> 00:20:52,494
Guys, you shouldn't
have to be the ones
492
00:20:52,518 --> 00:20:53,775
to clean up the lab
493
00:20:53,853 --> 00:20:55,755
where a teacher-slash-
super villain went ballistic.
494
00:20:55,779 --> 00:20:57,946
It's what we have to do
495
00:20:58,024 --> 00:20:59,781
if we want to get back to work.
496
00:20:59,859 --> 00:21:01,579
The Neuro-Cortex isn't
gonna develop itself.
497
00:21:01,618 --> 00:21:05,638
All right. Well, if this is where
the party is, then I'll help out.
498
00:21:05,715 --> 00:21:07,974
You have a weird
definition of "party."
499
00:21:08,050 --> 00:21:10,810
It might not be the social
event of the year,
500
00:21:10,886 --> 00:21:13,628
but I'm cool
wherever you guys are.
501
00:21:13,706 --> 00:21:16,207
When I came to Horizon,
I didn't know anyone,
502
00:21:16,209 --> 00:21:18,985
and now I can't imagine
life without you.
503
00:21:19,061 --> 00:21:20,211
I thought you were
here to clean,
504
00:21:20,213 --> 00:21:21,970
not get all sappy on us.
505
00:21:22,048 --> 00:21:23,990
I'm sorry about
what happened with Otto.
506
00:21:24,066 --> 00:21:25,658
But the good news...
507
00:21:25,735 --> 00:21:27,985
He won't be causing us
any more grief this year.
508
00:21:29,389 --> 00:21:37,389
[chatter]