1
00:00:00,380 --> 00:00:02,500
Hello?
2
00:00:02,500 --> 00:00:05,330
Where am I?
3
00:00:12,669 --> 00:00:14,960
Well, this can't
be good at all.
4
00:00:16,500 --> 00:00:20,039
Okay, Pete, don't panic.
Uh, you can figure this out.
5
00:00:20,039 --> 00:00:23,000
Last I remember,
I was fighting Doctor Octopus,
6
00:00:23,000 --> 00:00:25,420
and then...
7
00:00:25,420 --> 00:00:29,000
I just needed
your defenses worn out,
8
00:00:29,000 --> 00:00:32,750
making you susceptible
to the download
9
00:00:32,750 --> 00:00:38,539
of my mind into your body,
permanently!
10
00:00:38,539 --> 00:00:40,750
Ock was in robotic form.
11
00:00:40,750 --> 00:00:42,460
Did he swap minds with me?
12
00:00:42,460 --> 00:00:44,289
Is that impossible?
13
00:00:44,289 --> 00:00:47,079
Does that mean I'm trapped
in some kind of machine?
14
00:00:47,079 --> 00:00:51,250
Um, bigger question:
if my mind isn't here,
15
00:00:51,250 --> 00:00:53,250
wherever "here" is,
16
00:00:53,250 --> 00:00:55,039
then where on earth
is my body?
17
00:00:58,079 --> 00:00:59,880
'Sup?
18
00:00:59,880 --> 00:01:02,000
That's what we were
waiting to find out,
same as you.
19
00:01:02,000 --> 00:01:04,540
[groans]
I'm betting it's about the bug.
20
00:01:04,540 --> 00:01:08,120
Getting chilly out there
these days with the Spider
tearing up the streets.
21
00:01:08,120 --> 00:01:11,000
Eh.
22
00:01:08,120 --> 00:01:11,000
What? I'm making it up?
23
00:01:11,000 --> 00:01:13,960
Silvermane-- taken down.
Same with Big Wheel.
24
00:01:13,960 --> 00:01:16,039
Hammerhead-- demolished.
25
00:01:16,039 --> 00:01:18,120
Spider-Man's ripping up
the whole underworld.
26
00:01:18,120 --> 00:01:19,960
And mean-like.
27
00:01:19,960 --> 00:01:22,170
No more Mr. Nice-Bug
or something.
28
00:01:22,170 --> 00:01:24,000
Pfft.
I seen him up close.
29
00:01:24,000 --> 00:01:27,170
Guy's just a circus acrobat
with a bunch of corny jokes.
30
00:01:27,170 --> 00:01:29,579
Total lightweight.
31
00:01:27,170 --> 00:01:29,579
[sinister laughter]
32
00:01:30,620 --> 00:01:32,000
[yells]
33
00:01:32,000 --> 00:01:35,039
It's him!
34
00:01:35,039 --> 00:01:37,000
Yeah, but there's three of us
and one of him,
35
00:01:37,000 --> 00:01:38,829
so just don't let him--
36
00:01:37,000 --> 00:01:38,829
[both yell]
37
00:01:38,829 --> 00:01:41,079
Pick you off one by one?
38
00:01:38,829 --> 00:01:41,079
[gasps]
39
00:01:44,000 --> 00:01:47,000
It's time
for a conversation.
40
00:01:47,000 --> 00:01:49,960
I intercepted a text
inviting you all here.
41
00:01:49,960 --> 00:01:51,289
Who sent it?
42
00:01:51,289 --> 00:01:53,710
I don't know what you--
[yells]
43
00:01:53,710 --> 00:01:55,170
[grunts]
44
00:01:53,710 --> 00:01:55,170
[groans]
45
00:01:55,170 --> 00:01:58,710
Okay. It was Sandgirl.
She called the meeting.
46
00:01:58,710 --> 00:02:01,379
Eh, some big plan.
I don't know what.
47
00:02:01,379 --> 00:02:04,620
Look, I'm innocent here.
I didn't even commit a crime.
48
00:02:04,620 --> 00:02:08,169
And you never will again.
[laughs]
49
00:02:08,169 --> 00:02:10,169
Things are different now.
[grunts]
50
00:02:08,169 --> 00:02:10,169
[blow lands]
51
00:02:38,670 --> 00:02:42,420
Everyone says they're impressed
with this new Spider-Man.
52
00:02:42,420 --> 00:02:45,170
I'm here to tell you,
I don't buy it!
53
00:02:45,170 --> 00:02:47,460
Spider-Man has a history...
54
00:02:45,170 --> 00:02:47,460
[Otto Octavius' voice thinking]
Oh, I'm newer
55
00:02:47,460 --> 00:02:50,670
than you could possibly
imagine, old fool.
56
00:02:50,670 --> 00:02:56,039
With the brilliant mind
of Otto Octavius
now in Peter Parker's body,
57
00:02:56,039 --> 00:03:00,710
Spider-Man's performance
has taken a quantum leap
by every conceivable metric.
58
00:03:00,710 --> 00:03:02,500
Parker wasn't worthy of this.
59
00:03:02,500 --> 00:03:03,669
Good morning, Pete.
60
00:03:02,500 --> 00:03:03,669
Hmm?
61
00:03:03,669 --> 00:03:05,789
Aah! I mean, uh,
62
00:03:05,789 --> 00:03:08,539
good morning to you,
too, dear Aunt May.
63
00:03:08,539 --> 00:03:12,750
[gasps]
Oh, good gracious!
Look at this!
64
00:03:12,750 --> 00:03:17,539
All right now.
Who are you, and what
have you done with my Peter?
65
00:03:17,539 --> 00:03:20,879
Nothing.
I've done absolutely nothing.
66
00:03:20,879 --> 00:03:23,579
[chuckling]
Ohh.
67
00:03:23,579 --> 00:03:25,960
I guess you really have
finally grown up.
68
00:03:25,960 --> 00:03:28,670
Ah.
[fake chuckling]
69
00:03:28,670 --> 00:03:31,120
A joke. How amusing.
70
00:03:31,120 --> 00:03:34,670
Yes, I am, uh, maturing
before your very eyes.
71
00:03:34,670 --> 00:03:39,079
For example,
look at the protein-rich feast
I've concocted for you.
72
00:03:39,079 --> 00:03:43,170
No more of that sugary,
carb-loaded mess
you call "wheat cakes."
73
00:03:43,170 --> 00:03:46,960
"Mess"? I thought
you loved my wheat cakes.
74
00:03:46,960 --> 00:03:49,120
Mess? Mass.
75
00:03:49,120 --> 00:03:52,500
I meant "mass."
Of tastiness, admittedly.
76
00:03:52,500 --> 00:03:54,579
But now that
I'm all grown up,
77
00:03:54,579 --> 00:03:57,579
my priority is to keep you
healthy and happy.
78
00:03:57,579 --> 00:03:59,329
Well, all right.
79
00:03:59,329 --> 00:04:02,039
I suppose I could
get used to this.
80
00:04:02,039 --> 00:04:05,330
Yes. Now, off to school.
81
00:04:05,330 --> 00:04:07,620
Already? But it's only--
82
00:04:07,620 --> 00:04:11,120
Cannot be late
for my first day back.
83
00:04:11,120 --> 00:04:14,379
"First day back"?
84
00:04:14,379 --> 00:04:19,750
I must maintain a plausible
Parker impersonation
if I'm going to pull this off.
85
00:04:19,750 --> 00:04:21,329
Hey, Pete.
86
00:04:21,329 --> 00:04:24,079
Yes! I am Peter Parker.
87
00:04:24,079 --> 00:04:26,209
That is absolutely correct.
[chuckles]
88
00:04:26,209 --> 00:04:28,120
Huh?
89
00:04:28,120 --> 00:04:31,170
I think that went well.
90
00:04:31,170 --> 00:04:33,540
[students groan, grumble]
91
00:04:35,170 --> 00:04:37,120
[scoffs]
Does it count as pop quiz
92
00:04:37,120 --> 00:04:39,040
if it happens
almost every day?
93
00:04:46,079 --> 00:04:49,000
Don, I realize
"many worlds" theory
94
00:04:49,000 --> 00:04:52,000
is currently all the rage
with science fiction fans,
95
00:04:52,000 --> 00:04:54,379
but to rely on it
as actual evidence
96
00:04:54,379 --> 00:04:57,000
of quantum locality
is beneath you.
97
00:04:57,000 --> 00:04:59,000
This is a physics class.
98
00:04:59,000 --> 00:05:02,329
Please do not waste our time
with such fantasy.
99
00:05:03,829 --> 00:05:06,709
Hmph! Ridiculous.
100
00:05:06,709 --> 00:05:10,079
Hey, Pete!
Max is looking for you.
101
00:05:10,079 --> 00:05:11,959
[scoffs]
Modell?
102
00:05:11,959 --> 00:05:14,000
I am sure it is trivial.
103
00:05:14,000 --> 00:05:17,040
Tell him
I will catch up with him
when I have time.
104
00:05:17,040 --> 00:05:19,040
Uh, I'm not
your assistant, dude.
105
00:05:19,040 --> 00:05:22,620
Just passing the message.
106
00:05:19,040 --> 00:05:22,620
What? Uh--
107
00:05:22,620 --> 00:05:24,620
Oh, right.
108
00:05:24,620 --> 00:05:26,500
Sorry... dude.
109
00:05:26,500 --> 00:05:30,709
But the, uh, assistant thing
is a good-- cool idea.
110
00:05:30,709 --> 00:05:33,329
Let me know if you think
of any suitable candidates.
111
00:05:36,040 --> 00:05:38,000
Is Pete getting
enough sleep?
112
00:05:38,000 --> 00:05:40,829
Don't know the answer to that,
but I do know this:
113
00:05:40,829 --> 00:05:44,959
in class just now,
he totally owned Dr. Lamaze
right to his face.
114
00:05:44,959 --> 00:05:48,170
Who knew Parker
could be so assertive?
115
00:05:48,170 --> 00:05:51,879
[man scoffs]
If I knew you'd be here,
I'd have stayed home.
116
00:05:51,879 --> 00:05:54,250
You got a lot of guts
showing your face!
117
00:05:54,250 --> 00:05:56,920
This some kind of trick?
118
00:05:54,250 --> 00:05:56,920
Didn't think you'd be here.
119
00:05:56,920 --> 00:05:58,459
I got nothing
to say to you.
120
00:05:56,920 --> 00:05:58,459
[whooshing sound]
121
00:06:00,120 --> 00:06:01,579
Knock it off!
122
00:06:01,579 --> 00:06:03,620
Any old beefs between gangs?
123
00:06:03,620 --> 00:06:06,709
Let 'em go, now!
Got it?
124
00:06:06,709 --> 00:06:08,920
I know some of you
were Hammerhead's guys,
125
00:06:08,920 --> 00:06:10,579
some of you worked
for Silvermane.
126
00:06:10,579 --> 00:06:12,500
Whatever.
They're gone now.
127
00:06:12,500 --> 00:06:15,920
Go back to your people
and you tell them
we all gotta come together.
128
00:06:15,920 --> 00:06:18,420
It's no secret Spider-Man's
upped his game.
129
00:06:18,420 --> 00:06:21,420
But if we unite,
he can't beat us all.
130
00:06:27,040 --> 00:06:29,379
[scoffs, sighs]
Finally,
131
00:06:29,379 --> 00:06:32,000
the menial tasks
of the school day are over.
132
00:06:32,000 --> 00:06:34,379
Time to focus
on what really matters.
133
00:06:34,379 --> 00:06:37,540
So, according to the thug
with the bad hygiene,
134
00:06:37,540 --> 00:06:40,079
Sandgirl's looking
to make a move, huh?
135
00:06:40,079 --> 00:06:42,790
What's her plan, I wonder?
136
00:06:42,790 --> 00:06:47,000
Perhaps my Spider-Bots
captured clues in the drivel
of those half-wits.
137
00:06:47,000 --> 00:06:49,620
Wait. What is that?
138
00:06:51,500 --> 00:06:53,920
Sandgirl was there
the entire time?!
139
00:06:53,920 --> 00:06:56,079
Now she's a step
ahead of me.
140
00:06:56,079 --> 00:07:00,250
Nothing escapes
my Spider-Bot's keen eye.
141
00:07:00,250 --> 00:07:04,920
Sandgirl, where are you?
142
00:07:04,920 --> 00:07:08,000
[beeps]
143
00:07:04,920 --> 00:07:08,000
Fire?
Convenience store holdup?
144
00:07:08,000 --> 00:07:10,790
Sorry. No Spider-Man
for any of you today.
145
00:07:10,790 --> 00:07:13,879
I have got bigger fish to fry.
146
00:07:10,790 --> 00:07:13,879
[line ringing]
147
00:07:13,879 --> 00:07:16,790
Yes. I'd like to report
a fire and a robbery.
148
00:07:17,750 --> 00:07:19,290
Has anyone seen Pete?
149
00:07:19,290 --> 00:07:21,790
Get this. I told him
we were grabbing lunch,
150
00:07:21,790 --> 00:07:24,000
and he said he didn't
have time to chat with us.
151
00:07:24,000 --> 00:07:27,579
Then he told me
to bring him a PB&J,
like I'm his butler.
152
00:07:27,579 --> 00:07:29,670
After the disaster
at the open house,
153
00:07:29,670 --> 00:07:31,670
he's been taking things
real hard.
154
00:07:31,670 --> 00:07:34,290
I've seen Pete
mess up a lot of projects.
155
00:07:34,290 --> 00:07:36,079
Seems like it's more
than just that.
156
00:07:36,079 --> 00:07:39,670
Whatever it is,
hopefully he'll work through it.
157
00:07:39,670 --> 00:07:41,209
Give him time.
158
00:07:43,079 --> 00:07:46,420
[Peter sighs]
Busy! What is it?
159
00:07:46,420 --> 00:07:49,000
Just brought you a sandwich
that you, uh...
160
00:07:49,000 --> 00:07:51,000
Not too much jelly, right?
161
00:07:53,790 --> 00:07:56,790
I mean, thanks... bro.
162
00:07:56,790 --> 00:07:58,709
Awesome!
163
00:08:00,079 --> 00:08:02,250
So not awesome.
164
00:08:03,670 --> 00:08:06,459
[Max]
Huh. Not sure
what this thing is.
165
00:08:06,459 --> 00:08:10,120
Hmm? Wasn't part
of the original
Neuro-Cortex design.
166
00:08:12,120 --> 00:08:15,040
I'd hate to wipe you clean
if I can avoid it, old friend.
167
00:08:15,040 --> 00:08:18,459
So let's try a simple
virus scan first, huh?
168
00:08:18,459 --> 00:08:22,079
[sighs]
If only I could recognize
something in here.
169
00:08:24,079 --> 00:08:26,250
Uh-oh. Those I recognize.
170
00:08:26,250 --> 00:08:29,920
The security nodes Miles,
Anya, and Gwen created
for the Neuro-Cortex.
171
00:08:29,920 --> 00:08:33,000
Good news is,
I know where I am now.
Bad news is--
172
00:08:33,000 --> 00:08:34,879
[together]
Purge! Purge!
173
00:08:34,879 --> 00:08:36,500
...pretty much everything else!
174
00:08:38,580 --> 00:08:40,960
Purge! Purge!
175
00:08:38,580 --> 00:08:40,960
Great!
176
00:08:40,960 --> 00:08:43,330
The security nodes
think I'm a virus,
so they're trying to delete me!
177
00:08:43,330 --> 00:08:46,000
[security nodes]
Purge! Purge! Purge!
178
00:08:46,000 --> 00:08:49,330
[grunts]
Gotta get outta here somehow.
179
00:08:49,330 --> 00:08:51,039
Huh?
180
00:08:51,039 --> 00:08:54,000
Purge!
181
00:08:51,039 --> 00:08:54,000
Destroyed by my friends.
182
00:08:54,000 --> 00:08:56,710
This situation
just keeps getting weirder.
183
00:08:57,919 --> 00:09:00,120
Purge!
184
00:08:57,919 --> 00:09:00,120
[grunts]
185
00:09:00,120 --> 00:09:02,000
[grunts]
186
00:09:06,039 --> 00:09:08,039
[panting]
187
00:09:08,039 --> 00:09:11,250
Wait. I am a virus.
188
00:09:11,250 --> 00:09:15,210
Technically,
I'm an electrical intruder
in an electrical world.
189
00:09:15,210 --> 00:09:18,250
These security nodes
wouldn't be able to
detect me otherwise.
190
00:09:18,250 --> 00:09:21,120
Which might mean...
191
00:09:21,120 --> 00:09:22,750
[grunts]
Yes!
192
00:09:22,750 --> 00:09:25,080
I'm electrically active
in here! Huh?
193
00:09:25,080 --> 00:09:28,789
[panting]
194
00:09:25,080 --> 00:09:28,789
Purge! Purge!
195
00:09:28,789 --> 00:09:31,039
Purge! Purge! Purge!
196
00:09:31,039 --> 00:09:34,000
Wait. Miles came up with
a kill code for these things.
197
00:09:34,000 --> 00:09:36,000
What was it?
198
00:09:36,000 --> 00:09:37,580
Purge!
199
00:09:40,580 --> 00:09:44,330
Oh, yeah. The code was:
Miles Morales,
slayer of slayers!
200
00:09:45,879 --> 00:09:48,580
Yes! Yes, yes, yes!
201
00:09:48,580 --> 00:09:50,789
[Max]
No, no, no!
202
00:09:50,789 --> 00:09:52,960
A kill code?
203
00:09:52,960 --> 00:09:55,169
Huh, you're sicker
than I thought.
204
00:09:56,330 --> 00:09:59,039
Guess I have no choice
but a hard reset then.
205
00:09:59,039 --> 00:10:01,750
We'll just have to
hope for the best.
206
00:10:01,750 --> 00:10:05,539
[computer]
Complete shutdown process
initiated.
207
00:10:05,539 --> 00:10:07,669
What? No.
208
00:10:05,539 --> 00:10:07,669
[ascending whirring]
209
00:10:07,669 --> 00:10:09,120
No, no, no, no, no!
210
00:10:09,120 --> 00:10:12,210
Oh, just when I figured out
how to survive in here?
211
00:10:12,210 --> 00:10:16,250
A hard reset'll wipe out
everything on the Neuro-Cortex,
including me!
212
00:10:16,250 --> 00:10:19,120
Why is everyone
trying to delete me today?
213
00:10:22,879 --> 00:10:25,620
[thinking]
Key words: elements of sand.
214
00:10:25,620 --> 00:10:28,539
Enter that into
my Spider-Bot mainframe.
215
00:10:28,539 --> 00:10:32,330
Parker's mediocre mind
would never have come up
with this.
216
00:10:32,330 --> 00:10:35,460
Now, track and filter search
to silicon dioxide
217
00:10:35,460 --> 00:10:39,210
in heavy doses
throughout New York City,
preferably moving.
218
00:10:43,000 --> 00:10:45,419
[laughs, grunts]
219
00:10:49,039 --> 00:10:52,960
Ha! I have you,
you silicate-based vermin!
220
00:10:52,960 --> 00:10:55,330
"In the seeds
of one's greatest strength
221
00:10:55,330 --> 00:10:57,620
lie one's greatest weakness."
222
00:10:57,620 --> 00:11:01,039
Who said that?
Me, if memory serves.
223
00:11:11,210 --> 00:11:12,960
New costume?
224
00:11:12,960 --> 00:11:15,710
Don't know what's going on
with you, Pete,
225
00:11:15,710 --> 00:11:17,500
but I'm gonna find out.
226
00:11:19,539 --> 00:11:23,039
[computer]
Shutdown in progress.
Fifty percent.
227
00:11:23,039 --> 00:11:26,039
Now would be the time to come up
with a brilliant idea, Pete,
228
00:11:26,039 --> 00:11:28,169
'cause you're almost
out of time.
229
00:11:29,250 --> 00:11:30,750
Wait.
230
00:11:30,750 --> 00:11:32,460
What's that?
231
00:11:32,460 --> 00:11:34,120
And why isn't it
deleting it?
232
00:11:34,120 --> 00:11:37,039
Hold on.
That must be
the internal flash storage!
233
00:11:37,039 --> 00:11:40,210
Of course!
Even a hard reset
won't delete that.
234
00:11:40,210 --> 00:11:44,080
Probably won't. Either way,
it's the safest place in here.
[grunts]
235
00:11:44,080 --> 00:11:46,039
[yells]
236
00:11:46,039 --> 00:11:49,330
[grunts, groans]
237
00:11:49,330 --> 00:11:52,210
Come on.
Who designed this place?
238
00:11:52,210 --> 00:11:54,210
[sighs]
Okay. Whatever.
239
00:11:54,210 --> 00:11:57,960
Even if this sector survives,
I still gotta find
a way out somehow.
240
00:12:03,500 --> 00:12:05,000
[beeps]
241
00:12:05,000 --> 00:12:06,960
Miles Morales following me.
242
00:12:06,960 --> 00:12:08,960
Such a good heart.
[sighs]
243
00:12:08,960 --> 00:12:12,210
But I cannot be bothered
with him right now.
244
00:12:12,210 --> 00:12:14,750
Let us use his heart
against him.
245
00:12:16,750 --> 00:12:21,120
Spider-Bots, bring up
possible disturbances
in the vicinity.
246
00:12:21,120 --> 00:12:24,169
Hm. No. No.
Too trivial.
247
00:12:24,169 --> 00:12:26,169
Ah. Perfect.
248
00:12:29,000 --> 00:12:32,039
Help! Spider-Man!
249
00:12:29,000 --> 00:12:32,039
[creaking]
250
00:12:32,039 --> 00:12:34,960
Help!
251
00:12:34,960 --> 00:12:39,330
Just passed him by?
No way he did that!
252
00:12:39,330 --> 00:12:42,919
That should
keep him occupied.
253
00:12:44,419 --> 00:12:46,789
[Sandgirl]
Everybody here chose wisely.
254
00:12:46,789 --> 00:12:49,120
Spider-Man thinks
he can shut us down.
255
00:12:49,120 --> 00:12:52,710
We're gonna show him
he can't beat
all of us together.
256
00:12:52,710 --> 00:12:54,289
[grunts]
257
00:12:54,289 --> 00:12:57,419
And who's gonna
lead us? You?
258
00:12:57,419 --> 00:13:02,080
That's right.
No one hates Spider-Man
more than I do.
259
00:13:02,080 --> 00:13:05,169
That web-head helped
my traitorous father,
260
00:13:05,169 --> 00:13:07,580
then he took down my mentor,
Hammerhead.
261
00:13:07,580 --> 00:13:12,000
The hatred for Spider-Man
courses through
every grain of my body.
262
00:13:12,000 --> 00:13:14,039
Who else here
can say the same?
263
00:13:16,210 --> 00:13:17,669
Hmph!
264
00:13:17,669 --> 00:13:20,500
Plus, I was in
that warehouse he hit.
265
00:13:20,500 --> 00:13:23,039
I've seen Spider-Man's
new tactics firsthand.
266
00:13:23,039 --> 00:13:25,039
We can handle him.
267
00:13:25,039 --> 00:13:28,169
It's time for the prey
to become the predators.
268
00:13:28,169 --> 00:13:31,000
Aw, you betcha that's what
we oughta do.
269
00:13:28,169 --> 00:13:31,000
Sandgirl's right.
270
00:13:31,000 --> 00:13:32,789
[laughing]
271
00:13:32,789 --> 00:13:36,460
But ya gotta admit,
Spider-Man's not
the same guy anymore.
272
00:13:36,460 --> 00:13:40,169
He's different now.
More, like, vengeful.
273
00:13:40,169 --> 00:13:41,669
[laughs]
274
00:13:41,669 --> 00:13:43,669
Guys, he's a kid
275
00:13:43,669 --> 00:13:46,210
pretending to be a superhero.
276
00:13:46,210 --> 00:13:48,210
We're gonna crush him,
277
00:13:48,210 --> 00:13:51,210
with me at the head
of this organization--
278
00:13:51,210 --> 00:13:53,500
[Superior Spider-Man]
You will be doomed.
279
00:13:56,120 --> 00:13:58,879
You thought you could
outsmart me, Sandgirl.
280
00:13:58,879 --> 00:14:01,669
Please.
You embarrass yourself.
281
00:13:58,879 --> 00:14:01,669
[chuckles]
282
00:14:01,669 --> 00:14:02,919
[beeps]
283
00:14:04,330 --> 00:14:05,330
What?
284
00:14:07,169 --> 00:14:11,080
Oh, you're smart,
Spider-Man.
But that's your problem.
285
00:14:11,080 --> 00:14:13,419
I knew you'd figure out
a way to track me here.
286
00:14:13,419 --> 00:14:15,960
In fact,
I was counting on it.
287
00:14:15,960 --> 00:14:18,710
You think mere steel can--
[cries out]
288
00:14:20,210 --> 00:14:23,080
Anyone else doubt I can
lead this organization?
289
00:14:23,080 --> 00:14:25,789
[men cheering, laughing]
290
00:14:23,080 --> 00:14:25,789
[man]
All right! Let's do this!
291
00:14:25,789 --> 00:14:28,750
[crying out]
292
00:14:32,080 --> 00:14:34,080
[men laughing]
293
00:14:34,080 --> 00:14:35,879
What's wrong,
Spider-Man?
294
00:14:34,080 --> 00:14:35,879
[beeps]
295
00:14:35,879 --> 00:14:37,919
[crying out]
296
00:14:39,080 --> 00:14:41,039
[grunts, sighs]
297
00:14:41,039 --> 00:14:44,539
Ahh! My web-shooters! Fried!
298
00:14:44,539 --> 00:14:48,919
Think, Otto, or the realization
you've been defeated by a child
299
00:14:48,919 --> 00:14:51,080
will be the last thought
you ever have!
300
00:14:52,379 --> 00:14:54,419
Spidey's been acting
real strange.
301
00:14:54,419 --> 00:14:58,169
But getting himself
into big trouble
with a super-villain?
302
00:14:58,169 --> 00:15:00,379
Now, this is the Spidey I know!
303
00:15:02,379 --> 00:15:03,379
[grunts]
304
00:15:03,379 --> 00:15:05,669
Aah!
305
00:15:03,379 --> 00:15:05,669
Aah!
306
00:15:05,669 --> 00:15:07,250
Thank you!
307
00:15:07,250 --> 00:15:09,250
[yells]
308
00:15:13,039 --> 00:15:16,210
Too little too late,
Knock-Off Spider.
309
00:15:16,210 --> 00:15:19,169
[chuckles]
Two Spider-Men in one night.
310
00:15:19,169 --> 00:15:22,789
Our gang's getting off
to a better start
than even I imagined.
311
00:15:22,789 --> 00:15:25,379
We're not done yet!
312
00:15:22,789 --> 00:15:25,379
[beeps]
313
00:15:29,210 --> 00:15:31,419
You dare cage me?!
314
00:15:31,419 --> 00:15:33,000
Attack!
315
00:15:37,500 --> 00:15:39,210
What a coincidence.
316
00:15:39,210 --> 00:15:41,879
I just issued
the same command.
317
00:15:39,210 --> 00:15:41,879
[beeps]
318
00:15:45,000 --> 00:15:47,000
[men gasp]
319
00:15:47,000 --> 00:15:49,960
[men cry out]
320
00:15:49,960 --> 00:15:52,210
Ugh!
[growls]
321
00:15:52,210 --> 00:15:53,580
[grunts]
322
00:15:56,580 --> 00:15:58,039
[Sandgirl yells]
323
00:15:58,039 --> 00:15:59,419
[grunts]
324
00:15:59,419 --> 00:16:02,500
[scoffs]
No webs. This will have to do.
325
00:16:02,500 --> 00:16:04,120
Whoa!
326
00:16:05,710 --> 00:16:08,250
Metal versus sand?
Bring it, bug!
327
00:16:12,539 --> 00:16:14,419
[laughs]
328
00:16:14,419 --> 00:16:17,919
I am guessing
you have not realized
what you have just done.
329
00:16:17,919 --> 00:16:18,960
Pity.
330
00:16:17,919 --> 00:16:18,960
[beeps]
331
00:16:20,460 --> 00:16:24,169
Electric heat
plus sand equals...
332
00:16:20,460 --> 00:16:24,169
Aaahhh!
333
00:16:24,169 --> 00:16:25,919
glass.
334
00:16:27,169 --> 00:16:30,000
Why, Sandgirl,
it appears
335
00:16:30,000 --> 00:16:33,710
as if you have
a glass jaw.
[grunts]
336
00:16:33,710 --> 00:16:35,960
What are you doing?
Let the police arrest her.
337
00:16:35,960 --> 00:16:37,669
We don't shatter
villains to pieces.
338
00:16:37,669 --> 00:16:39,460
Get your hands off of me!
339
00:16:39,460 --> 00:16:41,250
Let this be a lesson
340
00:16:41,250 --> 00:16:45,169
to whoever stands
in Spider-Man's way.
341
00:16:48,169 --> 00:16:50,669
Spidey,
what's happened to you?
342
00:16:53,289 --> 00:16:56,080
[computer]
Shutdown 97% complete.
343
00:16:56,080 --> 00:16:58,830
Commencing flash
storage deletion.
344
00:16:58,830 --> 00:17:02,000
[beeping]
345
00:17:02,000 --> 00:17:03,710
What?
346
00:17:03,710 --> 00:17:06,039
I thought this place
was going to be safe!
347
00:17:06,039 --> 00:17:09,000
I've got nowhere else to go!
[panting]
348
00:17:11,619 --> 00:17:13,829
[grunts]
349
00:17:17,170 --> 00:17:19,170
[grunting]
350
00:17:23,420 --> 00:17:25,210
[panting]
351
00:17:26,289 --> 00:17:28,210
Aah!
[panting]
352
00:17:28,210 --> 00:17:32,079
Gotta be a way
to stop this!
353
00:17:32,079 --> 00:17:35,000
[pants]
What's that?
354
00:17:35,000 --> 00:17:37,420
No time to figure it out.
355
00:17:42,500 --> 00:17:46,420
Ock! Did he have
a Trojan horse program
running on the Neuro-Cortex?
356
00:17:46,420 --> 00:17:48,170
An escape access point
outta here?
357
00:17:48,170 --> 00:17:51,000
[Doc Ock computerized voice]
Password not recognized.
358
00:17:51,000 --> 00:17:54,420
What's Ock's password?
Uh, uh...
359
00:17:54,420 --> 00:17:56,210
Eight, eight, eight!
360
00:17:56,210 --> 00:17:58,710
Password not recognized.
361
00:17:58,710 --> 00:18:00,710
Super-villain for life!
362
00:18:00,710 --> 00:18:03,500
Password not recognized.
363
00:18:04,579 --> 00:18:07,079
Aah! I hate Spider-Man?
364
00:18:07,079 --> 00:18:08,619
[beeps]
365
00:18:08,619 --> 00:18:10,039
Really?
366
00:18:10,039 --> 00:18:12,079
[panting]
367
00:18:23,000 --> 00:18:26,289
All done.
Whatever was making you sick,
368
00:18:26,289 --> 00:18:28,289
it's all gone now.
369
00:18:34,289 --> 00:18:36,789
[grunts, yells]
370
00:18:38,460 --> 00:18:41,710
Okay. Out of the frying pan
and into the...
371
00:18:42,829 --> 00:18:44,079
Where?
372
00:18:47,250 --> 00:18:49,039
"HNS."
373
00:18:49,039 --> 00:18:51,210
I'm in the Horizon
Network System!
374
00:18:51,210 --> 00:18:54,710
This must be how Doc
got his message out
to Chameleon to attack me.
375
00:18:54,710 --> 00:18:56,380
Which means...
376
00:19:02,079 --> 00:19:04,119
...from in here,
there might be a way
377
00:19:04,119 --> 00:19:06,119
to communicate
with someone at Horizon!
378
00:19:10,170 --> 00:19:12,119
Here goes nothing.
379
00:19:16,789 --> 00:19:18,789
[thunderclap]
380
00:19:23,250 --> 00:19:25,460
[knocking]
381
00:19:23,250 --> 00:19:25,460
Whoa!
382
00:19:25,460 --> 00:19:27,579
What do you want?
383
00:19:29,289 --> 00:19:33,079
You have the means.
It is time for you
to spread the message.
384
00:19:33,079 --> 00:19:37,210
Stop wasting your influence
on your petty vilification
of me.
385
00:19:37,210 --> 00:19:41,000
Either get on board
with fumigating this city
of its criminal vermin,
386
00:19:41,000 --> 00:19:43,960
or get out of my way.
387
00:19:43,960 --> 00:19:46,289
You can't just waltz in here
and threaten me!
388
00:19:46,289 --> 00:19:48,170
I just did.
389
00:19:48,170 --> 00:19:50,710
This city needs to know
what I stand for now,
390
00:19:50,710 --> 00:19:53,170
and you will be
my messenger.
391
00:19:56,119 --> 00:20:00,210
They're right about you.
You have changed, Spider-Man.
392
00:20:00,210 --> 00:20:02,500
And I like it.
393
00:20:07,250 --> 00:20:10,079
[Max]
Now, let's just hope
for a graceful reboot.
394
00:20:10,079 --> 00:20:13,789
I received your latest
pestering summons.
395
00:20:13,789 --> 00:20:17,079
You have three minutes.
Make it worth my time.
396
00:20:18,079 --> 00:20:20,119
You're, uh, clearly
397
00:20:20,119 --> 00:20:23,539
under a lot of stress
lately, Peter,
and I hate to add to it.
398
00:20:23,539 --> 00:20:28,250
But your tuition payment is,
at this point,
unacceptably overdue.
399
00:20:28,250 --> 00:20:30,079
[scoffs]
Is that all?
400
00:20:30,079 --> 00:20:32,119
Well, the solution
would appear to be obvious,
401
00:20:32,119 --> 00:20:34,579
even to an overrated mind
like yours.
402
00:20:37,670 --> 00:20:40,000
Give me a scholarship.
403
00:20:40,000 --> 00:20:43,210
I am a brilliant student
and an asset to the school.
404
00:20:44,579 --> 00:20:47,789
I'm afraid it doesn't
work that way.
405
00:20:47,789 --> 00:20:50,119
Maybe we can come up
with a payment plan that--
406
00:20:50,119 --> 00:20:54,250
I have never had to
pay tuition in my life!
407
00:20:54,250 --> 00:20:56,960
Peter, of course you have.
What is wrong with--
408
00:20:56,960 --> 00:20:58,960
Do not contradict me!
409
00:20:58,960 --> 00:21:01,960
The point is, that Horizon
should be paying me
for the prestige
410
00:21:01,960 --> 00:21:04,000
my presence brings
to this place!
411
00:21:01,960 --> 00:21:04,000
[slurping]
412
00:21:04,000 --> 00:21:06,170
Whoa, whoa, Pete!
413
00:21:06,170 --> 00:21:07,960
What in the world
is going on with you?
414
00:21:07,960 --> 00:21:11,750
This is the second time
you have stayed my hand.
415
00:21:11,750 --> 00:21:14,039
There will not
be a third.
416
00:21:16,829 --> 00:21:19,000
Horizon is not what made me.
417
00:21:19,000 --> 00:21:23,539
Any school I attend
will be the superior school
for having me in it.
418
00:21:23,539 --> 00:21:26,710
Consider Horizon
off that list.
419
00:21:26,710 --> 00:21:27,710
I quit!