1
00:00:01,879 --> 00:00:05,750
[Living Brain]
That fool Spider-Man
had no idea what was coming.
2
00:00:05,750 --> 00:00:10,289
Even at the very end,
he never truly understood.
3
00:00:10,289 --> 00:00:14,000
I just needed
your defenses worn out,
4
00:00:14,000 --> 00:00:19,329
making you susceptible
to the download of my mind
5
00:00:19,329 --> 00:00:22,750
into your body, permanently!
6
00:00:22,750 --> 00:00:24,789
[Spider-Man straining]
7
00:00:26,379 --> 00:00:30,120
Sorry, Ock...
[grunts]
8
00:00:30,120 --> 00:00:32,880
but this body is already...
9
00:00:32,880 --> 00:00:35,039
occupied!
10
00:00:35,039 --> 00:00:36,039
[thuds]
11
00:00:36,039 --> 00:00:38,460
No time to defuse it.
12
00:00:38,460 --> 00:00:40,670
I have to take it
somewhere safe.
[grunts]
13
00:00:40,670 --> 00:00:42,460
[grunts]
14
00:00:42,460 --> 00:00:47,000
That bomb has more time left
than you do, Spider.
15
00:00:47,000 --> 00:00:49,079
[straining]
16
00:00:49,079 --> 00:00:51,460
[screaming]
17
00:01:00,170 --> 00:01:02,460
[Doc Ock's voice, thinking]
Did... it work?
18
00:01:02,460 --> 00:01:06,209
Ah. I-- I did it!
19
00:01:06,209 --> 00:01:08,879
I, Doctor Octopus,
20
00:01:08,879 --> 00:01:11,420
snuffed out the mind
of my enemy.
21
00:01:11,420 --> 00:01:15,170
Now I inhabit the body
of Spider-Man!
22
00:01:15,170 --> 00:01:17,250
[laughing]
23
00:01:17,250 --> 00:01:20,750
[sighs]
I've witnessed him
do this many times.
24
00:01:20,750 --> 00:01:22,879
I suppose I just...
25
00:01:22,879 --> 00:01:25,170
[laughs]
Success!
26
00:01:25,170 --> 00:01:26,789
[grunting]
27
00:01:26,789 --> 00:01:29,579
[laughing]
28
00:01:29,579 --> 00:01:32,579
[sighs]
One could get used
to this spider-strength.
29
00:01:32,579 --> 00:01:33,579
[chuckles]
30
00:01:33,579 --> 00:01:35,379
Now,
31
00:01:35,379 --> 00:01:39,000
time to let the world
see their hero.
32
00:01:39,000 --> 00:01:40,460
[crowd gasps]
33
00:01:40,460 --> 00:01:43,079
[yells]
34
00:01:46,329 --> 00:01:49,079
[grunts]
35
00:01:46,329 --> 00:01:49,079
[beeping]
36
00:01:49,079 --> 00:01:51,670
[crowd cheering]
37
00:01:49,079 --> 00:01:51,670
You did it, Spider-Man.
38
00:01:51,670 --> 00:01:54,210
They don't think
he's a menace today.
39
00:01:54,210 --> 00:01:57,750
Maybe people
will finally see Spidey
for who he really is.
40
00:02:01,500 --> 00:02:03,500
Ah, my Octo-lair.
41
00:02:03,500 --> 00:02:06,079
Or, given my plan's success,
42
00:02:06,079 --> 00:02:09,289
should I call you
the Spider's Nest?
43
00:02:09,289 --> 00:02:13,080
Now, to finally answer
a burning question--
44
00:02:13,080 --> 00:02:17,329
the true identity
of the man who has been
a thorn in my side.
45
00:02:20,079 --> 00:02:22,420
Peter Parker?!
46
00:02:22,420 --> 00:02:24,420
My former student?
47
00:02:24,420 --> 00:02:27,420
The one who was late
for my lecture on punctuality?
48
00:02:27,420 --> 00:02:29,960
Impossible! He's a dolt!
49
00:02:29,960 --> 00:02:33,039
Yet he managed to fool me
this entire time!
50
00:02:33,039 --> 00:02:35,120
Ugh!
51
00:02:35,120 --> 00:02:37,750
But no, it does not matter.
52
00:02:37,750 --> 00:02:41,079
I have destroyed
my most hated enemy,
53
00:02:41,079 --> 00:02:43,420
and gained
remarkably clear skin.
54
00:02:46,710 --> 00:02:49,460
Now, with the powers
of Spider-Man,
55
00:02:49,460 --> 00:02:53,079
New York will bow to my genius!
56
00:03:06,379 --> 00:03:09,500
[Doc Ock's voice, thinking]
Constants are vital
to mathematical equations.
57
00:03:09,500 --> 00:03:12,500
And from my childhood
to my recent mistreatment
58
00:03:12,500 --> 00:03:15,169
by both Horizon
and Oz Academy,
59
00:03:15,169 --> 00:03:18,210
there has always been
one constant in my life--
60
00:03:18,210 --> 00:03:21,000
persecution by the citizens
of this city.
61
00:03:22,379 --> 00:03:24,289
Now, as Spider-Man,
62
00:03:24,289 --> 00:03:28,210
I will pay back
such treatment tenfold!
63
00:03:30,329 --> 00:03:33,039
Aah!
64
00:03:33,039 --> 00:03:35,960
[Peter sniffles]
I just want to get back
at them, Uncle Ben.
65
00:03:35,960 --> 00:03:39,920
It's not fair!
66
00:03:35,960 --> 00:03:39,920
I know being picked on
never feels good, Pete.
67
00:03:39,920 --> 00:03:41,960
But-- But what did
we talk about?
68
00:03:41,960 --> 00:03:44,500
Do you have that formula?
69
00:03:44,500 --> 00:03:48,120
I know. "With great power
comes great responsibility."
70
00:03:48,120 --> 00:03:51,420
But I don't have power.
The bullies do.
71
00:03:51,420 --> 00:03:55,620
With your smarts, kiddo,
you have more power
than a thousand bullies.
72
00:03:55,620 --> 00:03:59,750
The question is,
are you going to use that power
just for revenge,
73
00:03:59,750 --> 00:04:03,080
or are you going to use it
to make the world
a better place?
74
00:04:03,080 --> 00:04:04,789
[echoing]
The world a better place...
75
00:04:04,789 --> 00:04:07,120
The world a better place...
76
00:04:04,789 --> 00:04:07,120
[grunts]
What
77
00:04:07,120 --> 00:04:09,120
was that?
78
00:04:10,000 --> 00:04:13,039
[groans]
79
00:04:13,039 --> 00:04:16,420
Th-That must've been
one of Parker's
latent memories.
80
00:04:16,420 --> 00:04:18,500
Some neurological detritus
left over
81
00:04:18,500 --> 00:04:21,790
when I rewrote
my mental patterns
onto his brain.
82
00:04:21,790 --> 00:04:23,579
I'm certain
it will fade in time.
83
00:04:24,790 --> 00:04:27,079
"Great responsibility"...
Ha!
84
00:04:27,079 --> 00:04:30,879
Whoever invented this formula
is a scientific ignoramus.
85
00:04:30,879 --> 00:04:35,040
For one thing, in physics,
"G" stands for "gravity,"
not "great."
86
00:04:35,040 --> 00:04:36,829
What nonsense.
87
00:04:39,790 --> 00:04:42,209
[woman grunting]
88
00:04:45,079 --> 00:04:49,040
[through speaker device]
Silver Sable. Keeping yourself
at the ready, I see.
89
00:04:49,040 --> 00:04:50,290
Impressive.
90
00:04:50,290 --> 00:04:54,040
The Spider.
91
00:04:50,290 --> 00:04:54,040
Not exactly.
92
00:04:54,040 --> 00:04:58,000
Let's just say
I'm under new management.
93
00:04:58,000 --> 00:05:00,920
I'm here on behalf
of your client, Doc Ock.
94
00:05:00,920 --> 00:05:04,120
You, working for the Octopus?
95
00:05:04,120 --> 00:05:06,500
How stupid
do you think I am?
96
00:05:06,500 --> 00:05:08,579
Only mildly.
97
00:05:08,579 --> 00:05:11,209
Are you ready to move forward
with the operation?
98
00:05:11,209 --> 00:05:13,379
A trap.
99
00:05:13,379 --> 00:05:17,750
Trying to trick me
into giving you
details of Ock's plans.
100
00:05:17,750 --> 00:05:22,329
The plan of robbing
Advanced Idea Mechanics
of their superweapons?
101
00:05:22,329 --> 00:05:26,120
I don't need you
to tell me the details.
Ock already has.
102
00:05:26,120 --> 00:05:28,170
Once modified
by Ock's brilliance,
103
00:05:28,170 --> 00:05:31,750
those weapons will arm
a group of underlings
so powerful,
104
00:05:31,750 --> 00:05:35,250
they will make the Sinister Six
look like irate children.
105
00:05:35,250 --> 00:05:37,920
You intercepted that info.
106
00:05:37,920 --> 00:05:40,170
If you were working for Ock,
he'd have given you
107
00:05:40,170 --> 00:05:42,750
a pass code to--
108
00:05:40,170 --> 00:05:42,750
Omega 4-1.
109
00:05:42,750 --> 00:05:46,920
You really are working
for that ugly blowhard.
110
00:05:46,920 --> 00:05:48,920
Ock is a genius!
111
00:05:48,920 --> 00:05:51,750
And many people find him
quite handsome, actually.
112
00:05:51,750 --> 00:05:55,579
Sure. A handsome genius
who left me in here
to rot for months.
113
00:05:55,579 --> 00:05:58,120
I was beginning to think
he'd forgotten our arrangement.
114
00:05:58,120 --> 00:06:02,790
Patience clearly isn't one of
the disciplines in which
you are trained.
115
00:06:02,790 --> 00:06:05,170
Are you on board or not?
116
00:06:06,670 --> 00:06:10,000
Yes. Get me out of here,
and I'm ready to move forward.
117
00:06:10,000 --> 00:06:12,170
That's all I needed to hear.
118
00:06:12,170 --> 00:06:14,040
[clicks]
119
00:06:14,040 --> 00:06:16,170
Hmm. Got to
hand it to him.
120
00:06:16,170 --> 00:06:19,079
That squalid little man
knows his tech.
121
00:06:19,079 --> 00:06:23,540
"Squalid"?!
Otto Octavius's hygiene
is above repute.
122
00:06:35,420 --> 00:06:38,620
Go. I'll soon supply you
with coordinates.
123
00:06:38,620 --> 00:06:41,959
Then play your part,
just as Ock brilliantly planned.
124
00:06:41,959 --> 00:06:43,670
Copy that.
125
00:06:45,000 --> 00:06:46,379
Well, look at that.
126
00:06:46,379 --> 00:06:48,829
What, you in the jailbreak
business now, bug?
127
00:06:48,829 --> 00:06:50,040
Spidey!
128
00:06:50,040 --> 00:06:52,879
You made it here so fast.
You gotta stop him!
129
00:06:52,879 --> 00:06:54,750
Nuts to that.
130
00:06:58,459 --> 00:07:01,709
Yeah, I knew you wouldn't
wanna mess with me, insect.
131
00:07:01,709 --> 00:07:04,750
[laughing]
132
00:07:04,750 --> 00:07:07,420
You're letting
dangerous criminals
back on the streets!
133
00:07:07,420 --> 00:07:09,750
Thanks for nothing,
Spider-Man!
134
00:07:09,750 --> 00:07:12,879
Hey, stop that guy!
He broke in without clearance!
135
00:07:12,879 --> 00:07:14,879
Outta my way, man!
136
00:07:16,829 --> 00:07:18,879
[man]
Hey, Spider, you're on.
137
00:07:18,879 --> 00:07:20,420
Come on!
138
00:07:20,420 --> 00:07:22,290
Thanks for nothing!
139
00:07:22,290 --> 00:07:26,120
[Spider-Man]
Sorry. I gotta save my moves
for the judges.
140
00:07:26,120 --> 00:07:31,170
Oh, no!
[yells, grunts]
141
00:07:31,170 --> 00:07:34,079
Another of Parker's
intrusive memories?
142
00:07:34,079 --> 00:07:36,000
Why is this nagging me?
143
00:07:36,000 --> 00:07:39,329
Somehow I regret
not having stopped Hammerhead.
144
00:07:39,329 --> 00:07:42,120
But why should I care
if another criminal
is on the loose?
145
00:07:42,120 --> 00:07:45,000
I do not have time
for such irrelevant trivia.
146
00:07:45,000 --> 00:07:48,959
I must not let
any variables
distract me.
147
00:07:53,420 --> 00:07:57,079
A facility
for processing honey?
148
00:07:57,079 --> 00:07:59,079
Even I'll admit,
149
00:07:59,079 --> 00:08:02,290
it's a clever place
to hide an undercover outpost
150
00:08:02,290 --> 00:08:05,000
of the criminal
science organization, AIM.
151
00:08:05,000 --> 00:08:08,829
Admittedly very advanced
security measures.
152
00:08:08,829 --> 00:08:10,620
Genius level, in fact.
153
00:08:10,620 --> 00:08:14,000
Good thing I'm superior
to mere geniuses.
154
00:08:21,920 --> 00:08:25,959
Excellent.
Not that I'm surprised
by my own genius.
155
00:08:25,959 --> 00:08:28,500
Now to message these
coordinates to Sable
156
00:08:28,500 --> 00:08:31,420
so she knows the exact location
of the AIM weapons cache.
157
00:08:32,710 --> 00:08:34,960
What is this sensation?
158
00:08:34,960 --> 00:08:37,539
A tingling.
A need to jump!
159
00:08:39,580 --> 00:08:43,789
Aim found me,
yet I had some kind
of mental danger sense.
160
00:08:43,789 --> 00:08:47,919
No wonder Spider-Man
was always able to dodge
my surprise attacks!
161
00:08:47,919 --> 00:08:50,580
Only a temporary complication.
162
00:08:50,580 --> 00:08:53,960
I'll finish these fools off
in no time.
163
00:08:55,080 --> 00:08:57,580
[yells]
164
00:08:57,580 --> 00:09:02,210
What? Out of webs?
I can run out of webs?
165
00:09:02,210 --> 00:09:03,210
I did not know that!
166
00:09:05,669 --> 00:09:07,460
No more webs?
167
00:09:07,460 --> 00:09:10,919
What kind of dolt
creates a device
with these severe limitations?
168
00:09:11,919 --> 00:09:13,919
[grunting]
169
00:09:13,919 --> 00:09:17,169
The strength and reflexes
in this body
are truly amazing.
170
00:09:17,169 --> 00:09:19,419
Which means though
I might be outnumbered,
171
00:09:19,419 --> 00:09:22,710
the odds are certainly
not against me!
[grunts]
172
00:09:28,879 --> 00:09:32,830
Defeating AIM
with rudimentary physics.
173
00:09:28,879 --> 00:09:32,830
[grunts]
174
00:09:32,830 --> 00:09:35,000
How fitting.
175
00:09:32,830 --> 00:09:35,000
[kick lands]
176
00:09:35,000 --> 00:09:38,080
[Dock Ock's voice groans]
It's becoming readily apparent
177
00:09:38,080 --> 00:09:42,080
Parker never lived up
to his full potential
with these powers.
178
00:09:42,080 --> 00:09:44,830
I would give his efforts
a 47 percent--
179
00:09:44,830 --> 00:09:47,460
well below a passing grade.
180
00:09:48,919 --> 00:09:50,919
Advanced Idea
Mechanics, huh?
181
00:09:50,919 --> 00:09:54,669
More like Advanced
Imbecilic Meatheads.
[laughs]
182
00:09:54,669 --> 00:09:58,210
I've been holding on
to that joke for years.
Worth the wait.
183
00:09:59,080 --> 00:10:02,080
[AIM soldiers groaning]
184
00:10:07,000 --> 00:10:08,460
Aah!
185
00:10:08,460 --> 00:10:10,039
Ha! You missed.
186
00:10:11,120 --> 00:10:13,919
[all crying out]
187
00:10:13,919 --> 00:10:15,830
[tires screeching]
188
00:10:17,710 --> 00:10:19,379
[creaking]
189
00:10:22,379 --> 00:10:25,789
Why do I feel compelled
to save them?
190
00:10:25,789 --> 00:10:27,710
Why am I taking this risk?
191
00:10:27,710 --> 00:10:29,500
[all scream]
192
00:10:29,500 --> 00:10:32,620
[whimpering]
193
00:10:32,620 --> 00:10:34,460
Huh?
194
00:10:37,289 --> 00:10:39,919
You-- You saved us!
195
00:10:39,919 --> 00:10:41,460
You're a hero.
196
00:10:39,919 --> 00:10:41,460
[siren wailing]
197
00:10:41,460 --> 00:10:43,080
[grunts]
I am no
198
00:10:43,080 --> 00:10:45,379
hero.
199
00:10:43,080 --> 00:10:45,379
[brakes screech]
200
00:10:48,620 --> 00:10:50,710
Yes, I am
quite impressive.
201
00:10:50,710 --> 00:10:53,000
Now quit gawking
and save these innocents!
202
00:10:53,000 --> 00:10:55,120
Yes, sir!
Here we go.
203
00:10:55,120 --> 00:10:57,289
[grunts]
Hurry!
204
00:11:02,169 --> 00:11:04,210
[screaming]
205
00:11:06,460 --> 00:11:08,580
Ben!
206
00:11:15,500 --> 00:11:17,169
I have you!
207
00:11:18,169 --> 00:11:20,379
"I have you"?
208
00:11:24,500 --> 00:11:26,710
[onlookers cheering]
209
00:11:26,710 --> 00:11:29,500
You are...
210
00:11:26,710 --> 00:11:29,500
[cheering continues]
211
00:11:29,500 --> 00:11:31,080
welcome.
212
00:11:33,210 --> 00:11:36,669
Now, this is how
one creates a web-shooter.
213
00:11:36,669 --> 00:11:38,669
Highly condensed web fluid.
214
00:11:38,669 --> 00:11:42,210
Nearly impossible to run out,
and stronger to boot.
215
00:11:42,210 --> 00:11:46,080
It stuns me how inefficient
Parker was as Spider-Man.
216
00:11:46,080 --> 00:11:49,169
In local news,
a family of three
were unexpectedly rescued
217
00:11:49,169 --> 00:11:50,789
by Spider-Man
this afternoon.
218
00:11:50,789 --> 00:11:53,379
Despite his
controversial reputation,
219
00:11:53,379 --> 00:11:55,669
to the passengers
in this vehicle,
220
00:11:55,669 --> 00:11:58,330
Spider-Man
is a lifesaver.
221
00:11:58,330 --> 00:12:01,000
What compelled me
to save that van
222
00:12:01,000 --> 00:12:03,379
when I should be focusing
on my own mission?
223
00:12:03,379 --> 00:12:07,250
Another side effect
of the mind transfer, perhaps?
224
00:12:07,250 --> 00:12:09,500
I'll have to research later.
225
00:12:09,500 --> 00:12:12,000
The coordinates I gave Sable.
226
00:12:12,000 --> 00:12:14,750
AIM has hidden
their superweapons cache
227
00:12:14,750 --> 00:12:17,830
directly under Central Park?
228
00:12:17,830 --> 00:12:20,210
There will be many
innocent people present
229
00:12:20,210 --> 00:12:23,120
when she puts
the explosive extraction
into motion.
230
00:12:23,120 --> 00:12:25,539
Not ideal.
231
00:12:28,750 --> 00:12:31,379
[groans]
232
00:12:31,379 --> 00:12:34,750
I cannot believe these ideas
are in my brain.
233
00:12:34,750 --> 00:12:37,750
Why should I,
the great Otto Octavius,
234
00:12:37,750 --> 00:12:40,830
feel concern for people
I do not even know?
235
00:12:40,830 --> 00:12:44,169
What care I
for the unwashed masses?
[gasps]
236
00:12:44,169 --> 00:12:48,620
You-- You saved us!
You're a hero.
237
00:12:48,620 --> 00:12:50,960
Stay focused. No variables!
238
00:12:50,960 --> 00:12:54,210
This is about me.
About my plans!
239
00:12:57,580 --> 00:13:00,750
[Spider-Man grunts]
You're coming with me!
240
00:13:03,080 --> 00:13:05,039
[grunts]
241
00:13:05,039 --> 00:13:08,169
[man yelling]
242
00:13:05,039 --> 00:13:08,169
[grunts]
243
00:13:08,169 --> 00:13:11,000
[groans]
D-Don't hurt me!
244
00:13:11,000 --> 00:13:13,000
[Spider-Man]
Are you making a request
245
00:13:13,000 --> 00:13:15,960
or quoting
someone else from tonight?
246
00:13:15,960 --> 00:13:19,039
I didn't mean to--
[muffled shouting]
247
00:13:21,080 --> 00:13:24,750
Save your excuses!
[grunts]
248
00:13:24,750 --> 00:13:27,039
All I wanna hear
is your screams!
249
00:13:27,039 --> 00:13:28,710
Huh?
250
00:13:28,710 --> 00:13:30,710
That face!
251
00:13:30,710 --> 00:13:32,669
I remember that face.
252
00:13:32,669 --> 00:13:35,120
What have I done?
253
00:13:35,120 --> 00:13:38,830
My inaction caused
the death of the man
who raised me!
254
00:13:38,830 --> 00:13:43,500
Uncle Ben... I'm so sorry.
255
00:13:43,500 --> 00:13:47,830
What?
I have not allowed myself
to cry in years!
256
00:13:47,830 --> 00:13:49,080
Ugh!
257
00:13:49,080 --> 00:13:54,080
I have made a...
miscalculation.
258
00:13:54,080 --> 00:13:58,120
I believed Parker's body
would simply be a vessel
for my own mind,
259
00:13:58,120 --> 00:14:03,120
but now I share his experiences
as if I'd lived them.
260
00:14:03,120 --> 00:14:06,919
I may not have
made these memories,
but they are in my brain.
261
00:14:06,919 --> 00:14:10,000
They are as much mine now
as they were Parker's.
262
00:14:10,000 --> 00:14:14,289
I believed great power
was only a means to more power.
263
00:14:14,289 --> 00:14:16,919
But now I see that I was wrong.
264
00:14:16,919 --> 00:14:19,039
I cannot,
through my inaction,
265
00:14:19,039 --> 00:14:22,210
allow others to suffer
as Uncle Ben did.
266
00:14:22,210 --> 00:14:24,379
Come in, Silver Sable.
267
00:14:24,379 --> 00:14:26,379
Abort the mission.
Do you read?
268
00:14:26,379 --> 00:14:31,120
If she's already begun,
she's gone into radio silence.
269
00:14:31,120 --> 00:14:33,710
Which means
I have to get to work.
270
00:14:39,289 --> 00:14:41,710
Sable, stop everything.
271
00:14:41,710 --> 00:14:46,620
I, uh-- Ock has decided
we need to abort
the mission immediately.
272
00:14:46,620 --> 00:14:49,169
Nice try,
but I know Ock.
273
00:14:49,169 --> 00:14:52,289
If he wanted
the admission aborted,
he would've come himself.
274
00:14:52,289 --> 00:14:55,710
Yes, well, he'd be here,
but he's... busy,
275
00:14:55,710 --> 00:14:58,120
uh, greeting
his many admirers.
276
00:14:58,120 --> 00:15:00,919
Ock has friends?
[laughs]
277
00:15:00,919 --> 00:15:03,000
Since when? Forget it.
278
00:15:03,000 --> 00:15:05,580
I'm moments away
from final activation.
279
00:15:05,580 --> 00:15:07,080
[beeping]
280
00:15:10,620 --> 00:15:13,580
This plan cannot continue.
281
00:15:13,580 --> 00:15:15,710
Innocent lives
are at stake.
282
00:15:15,710 --> 00:15:18,580
Ha. Otto Octavius?
283
00:15:18,580 --> 00:15:20,710
Caring about innocents?
284
00:15:20,710 --> 00:15:24,080
Sorry, Spider-Man,
but now I know you're lying.
285
00:15:24,080 --> 00:15:25,080
What?
286
00:15:28,000 --> 00:15:30,710
Hmm. That was
a fatal mistake.
287
00:15:30,710 --> 00:15:31,830
[grunts]
288
00:15:36,539 --> 00:15:38,169
[grunting]
289
00:15:38,169 --> 00:15:40,580
[yells, grunts]
290
00:15:44,000 --> 00:15:45,580
Uh...
291
00:15:45,580 --> 00:15:47,169
Uh...
292
00:15:48,580 --> 00:15:50,289
Oh, yeah.
293
00:15:50,289 --> 00:15:52,580
I forgot about
this part of the plan.
294
00:15:52,580 --> 00:15:55,460
I have Ock on my side
this time, web-head.
295
00:15:55,460 --> 00:15:57,539
You're out of luck!
296
00:15:57,539 --> 00:15:59,789
Me, attacked by an Octo-bot?
297
00:15:59,789 --> 00:16:01,539
This is painfully ironic.
298
00:16:09,120 --> 00:16:12,120
[grunts, laughs]
299
00:16:12,120 --> 00:16:15,120
Oh, you might be good,
kid, but Ock is better.
300
00:16:15,120 --> 00:16:16,750
You won't stop us now.
301
00:16:15,120 --> 00:16:16,750
[beeps]
302
00:16:16,750 --> 00:16:20,750
[beeping]
303
00:16:20,750 --> 00:16:24,789
No! The detonator's
timers have started!
[grunts]
304
00:16:24,789 --> 00:16:26,750
Everybody run!
305
00:16:26,750 --> 00:16:29,919
You will pay for your defiance,
Sable!
306
00:16:31,750 --> 00:16:33,330
[grunts]
307
00:16:36,669 --> 00:16:39,460
You are a fine creation,
[grunts]
308
00:16:36,669 --> 00:16:39,460
[beeping]
309
00:16:39,460 --> 00:16:42,960
but I am your master.
310
00:16:42,960 --> 00:16:45,580
How did you--
[grunting]
311
00:16:45,580 --> 00:16:49,169
Let's just say that my
familiarity with Octo-bot design
312
00:16:45,580 --> 00:16:49,169
[grunting]
313
00:16:49,169 --> 00:16:51,960
allowed me insight
into its weak spots.
314
00:16:49,169 --> 00:16:51,960
[annoyed groan]
315
00:16:51,960 --> 00:16:53,750
It doesn't matter.
316
00:16:53,750 --> 00:16:56,120
Ock's plan will--
[muffled grunt]
317
00:16:53,750 --> 00:16:56,120
[siren approaching]
318
00:16:56,120 --> 00:16:59,250
Your contract
is terminated, shrew.
319
00:16:59,250 --> 00:17:02,460
Hey, Spider-Man,
how can we help?
320
00:17:02,460 --> 00:17:06,210
It is most fortunate
that you are here.
The danger has not passed.
321
00:17:06,210 --> 00:17:10,000
Get all civilians
clear of this location
by at least 100 yards.
322
00:17:10,000 --> 00:17:12,329
Okay, but what--
323
00:17:10,000 --> 00:17:12,329
Do it now!
324
00:17:12,329 --> 00:17:15,960
Everyone, please clear
the park area immediately!
325
00:17:15,960 --> 00:17:18,000
[Doc Ock's voice, thinking]
I only have mere seconds
326
00:17:18,000 --> 00:17:20,880
before these detonators
start exploding in a series.
327
00:17:20,880 --> 00:17:24,170
A field test for the strength
of my new webs.
328
00:17:26,170 --> 00:17:28,579
[onlookers shout, scream]
329
00:17:35,789 --> 00:17:38,119
[yells]
330
00:17:38,119 --> 00:17:40,210
[grunting, panting]
331
00:17:43,880 --> 00:17:46,619
I've never seen him
so determined.
332
00:17:46,619 --> 00:17:51,039
Is Spider-Man somehow better
than he used to be?
333
00:17:51,039 --> 00:17:54,250
The last bomb.
If I push this body
to its limits,
334
00:17:54,250 --> 00:17:56,000
I should be able--
335
00:17:54,250 --> 00:17:56,000
My ball!
336
00:17:56,000 --> 00:17:57,039
No!
337
00:17:57,039 --> 00:17:59,079
[panting]
338
00:17:59,079 --> 00:18:01,079
Attention!
You must get clear!
339
00:18:01,079 --> 00:18:03,289
[panting, grunting]
340
00:18:03,289 --> 00:18:06,039
[beeping continues, stops]
341
00:18:06,039 --> 00:18:07,539
Get down!
342
00:18:10,079 --> 00:18:11,670
[bell dings]
343
00:18:11,670 --> 00:18:13,829
[murmuring]
344
00:18:16,170 --> 00:18:18,670
[Peter]
Wow. Everyone looks
so small from up here.
345
00:18:18,670 --> 00:18:20,289
Like little ants.
346
00:18:20,289 --> 00:18:23,789
Yeah, but all
those ants are people,
just like you and me.
347
00:18:23,789 --> 00:18:26,119
Millions of them.
From all over the world.
348
00:18:26,119 --> 00:18:29,039
Each and every one of them
as important as anyone else.
349
00:18:29,039 --> 00:18:31,289
That's why I love
coming up here.
350
00:18:31,289 --> 00:18:34,619
Sometimes it's important
to see things
from a new perspective.
351
00:18:38,039 --> 00:18:41,500
Spider-Man, you saved
my grandson's life!
352
00:18:41,500 --> 00:18:44,960
I-- I did?
353
00:18:44,960 --> 00:18:47,670
[policeman]
That was the bravest thing
I've ever seen.
354
00:18:47,670 --> 00:18:49,460
Thank you, Spider-Man.
355
00:18:49,460 --> 00:18:51,920
[onlookers cheering]
356
00:18:54,960 --> 00:18:58,039
Um, it is
my understanding
357
00:18:58,039 --> 00:19:00,119
that this kind
of social situation
358
00:19:00,119 --> 00:19:03,170
requires me to say,
"You are"--
359
00:19:03,170 --> 00:19:05,789
My hero, Spider-Man.
360
00:19:03,170 --> 00:19:05,789
Huh?
361
00:19:05,789 --> 00:19:09,210
You're welcome.
362
00:19:09,210 --> 00:19:12,420
My own father taught me
everyone else in the world
is beneath me,
363
00:19:12,420 --> 00:19:16,119
but I now see Parker's
Uncle Ben was correct.
364
00:19:16,119 --> 00:19:18,619
Every one of these people
are important.
365
00:19:16,119 --> 00:19:18,619
[chattering]
366
00:19:18,619 --> 00:19:22,710
Like a fool,
I thought I was the constant
in my life's equation--
367
00:19:22,710 --> 00:19:24,210
that nothing could change me.
368
00:19:24,210 --> 00:19:26,789
But I never realized
that variables,
369
00:19:26,789 --> 00:19:29,750
such as sharing all of
Peter Parker's experiences
370
00:19:29,750 --> 00:19:32,210
would not only effect
my life's equation,
371
00:19:32,210 --> 00:19:34,420
but improve it.
372
00:19:37,000 --> 00:19:40,210
Despite the preposterousness
of this formula,
373
00:19:40,210 --> 00:19:42,289
there is a certain truth to it.
374
00:19:42,289 --> 00:19:46,539
Great power does equate
with great responsibility.
375
00:19:46,539 --> 00:19:50,119
Otto Octavius will become
376
00:19:50,119 --> 00:19:53,710
the Superior Spider-Man.
377
00:19:57,920 --> 00:19:59,420
Mmm.
378
00:20:02,829 --> 00:20:05,210
Ah, steak dinner.
379
00:20:05,210 --> 00:20:07,210
They don't got these
in the slammer.
380
00:20:07,210 --> 00:20:09,579
I'd have given up
any one of youse
just to smell one.
381
00:20:09,579 --> 00:20:11,119
[sniffs]
382
00:20:11,119 --> 00:20:13,380
Oh! Buonissima!
383
00:20:13,380 --> 00:20:17,579
Uh, aren't you worried
Spider-Man might
track you down again,
384
00:20:17,579 --> 00:20:19,079
throw us all behind bars?
385
00:20:19,079 --> 00:20:21,210
Spider-Man?!
[laughs]
386
00:20:21,210 --> 00:20:23,789
I tell you what, that clown
in those clown pajamas
387
00:20:23,789 --> 00:20:25,789
had the chance to stop me
when I was breaking out.
388
00:20:25,789 --> 00:20:28,250
Guess what he did.
389
00:20:28,250 --> 00:20:30,079
Stopped you?
390
00:20:30,079 --> 00:20:32,619
No, he didn't stop me,
ya lunk!
391
00:20:32,619 --> 00:20:34,500
I'm sitting right here
in front of ya.
392
00:20:34,500 --> 00:20:36,619
If I could turn
your stupidity into energy,
393
00:20:36,619 --> 00:20:39,539
I could power this city.
394
00:20:39,539 --> 00:20:42,380
[scoffs]
Spider-Man just let me go.
395
00:20:42,380 --> 00:20:44,500
Turned his back
and webbed off.
396
00:20:44,500 --> 00:20:47,170
We ain't got nothing
to worry about from him,
I tell you what.
397
00:20:47,170 --> 00:20:49,960
Now pass the béarnaise.
398
00:20:51,500 --> 00:20:53,829
Huh?
399
00:20:51,500 --> 00:20:53,829
Wha--
400
00:20:51,500 --> 00:20:53,829
What's happenin'?
401
00:20:53,829 --> 00:20:56,210
[grunting]
402
00:20:57,210 --> 00:20:59,210
[cries out]
403
00:20:59,210 --> 00:21:01,670
[grunts, groans]
404
00:21:01,670 --> 00:21:03,619
Spider-Man!
405
00:21:03,619 --> 00:21:07,079
Since when do you
enter a room without
making a bad joke?
406
00:21:07,079 --> 00:21:09,039
That was then,
Hammerhead.
407
00:21:09,039 --> 00:21:11,460
This is now!
408
00:21:09,039 --> 00:21:11,460
[blow lands]
409
00:21:13,829 --> 00:21:17,000
Well, we're gonna have to get
the Neuro-Cortex
out of this housing
410
00:21:17,000 --> 00:21:18,920
and get it back to Horizon.
411
00:21:18,920 --> 00:21:21,619
I hope it's not damaged
beyond repair.
412
00:21:21,619 --> 00:21:24,079
[gasping]
413
00:21:29,250 --> 00:21:30,079
Where am I?