1 00:00:00,210 --> 00:00:02,040 [grunting] 2 00:00:00,210 --> 00:00:02,040 [Peter] You're not Peter Parker! 3 00:00:02,040 --> 00:00:03,830 You're Otto Octavius! 4 00:00:03,830 --> 00:00:06,710 Do the right thing. You can be a good man! 5 00:00:06,710 --> 00:00:08,619 Stop talking! [grunts] 6 00:00:08,619 --> 00:00:12,619 But you know, deep inside, you can never be me. 7 00:00:12,619 --> 00:00:15,169 You can never truly be Spider-Man! 8 00:00:15,169 --> 00:00:17,879 No. Just the superior one. 9 00:00:17,879 --> 00:00:23,170 Please... don't-- Please... don't do this. [static] 10 00:00:23,170 --> 00:00:25,750 Good-bye. 11 00:00:25,750 --> 00:00:29,210 [both grunting] 12 00:00:29,210 --> 00:00:31,750 Not yet! 13 00:00:29,210 --> 00:00:31,750 [screaming] 14 00:00:31,750 --> 00:00:35,119 [groans] 15 00:00:35,119 --> 00:00:38,119 Don't worry. I can fix this. 16 00:00:38,119 --> 00:00:40,750 I can fix this. I can fix this. 17 00:00:40,750 --> 00:00:43,039 That did... [static] 18 00:00:43,039 --> 00:00:44,750 not go how I hoped it would. 19 00:00:44,750 --> 00:00:46,329 Pete! 20 00:00:46,329 --> 00:00:49,880 I didn't think I would ever hear your voice again! 21 00:00:49,880 --> 00:00:53,170 What?! You just said you could [static] fix this. 22 00:00:53,170 --> 00:00:55,960 Well, I hope I can. 'Cause if we can't get 23 00:00:55,960 --> 00:00:58,619 Ock's mind out of your body and you back into it soon-- 24 00:00:58,619 --> 00:01:03,789 Then, like a corrupted file, my consciousness could be lost forever. 25 00:01:03,789 --> 00:01:07,040 We have to hurry. Let's go. 26 00:01:09,210 --> 00:01:11,579 [web shooter deploys] 27 00:01:12,829 --> 00:01:15,379 [monitor beeping] 28 00:01:15,379 --> 00:01:18,170 [growling] 29 00:01:20,620 --> 00:01:25,039 The spider is near! 30 00:01:27,170 --> 00:01:30,120 [grunts] The spider! 31 00:01:30,120 --> 00:01:31,539 [grunts] 32 00:01:30,120 --> 00:01:31,539 [alarm beeping] 33 00:01:31,539 --> 00:01:35,079 The spider! 34 00:01:35,079 --> 00:01:38,920 [grunts] The spider... 35 00:01:35,079 --> 00:01:38,920 [beeping intensifies] 36 00:01:38,920 --> 00:01:42,039 will be destroyed 37 00:01:42,039 --> 00:01:43,039 by Venom! 38 00:01:56,829 --> 00:01:59,539 So, what are my [static] chances, Doc? 39 00:01:59,539 --> 00:02:01,420 Uh, they'd be a lot better 40 00:02:01,420 --> 00:02:04,079 if we could get your mind out of those damaged Ock arms 41 00:02:04,079 --> 00:02:06,079 and back into Horizon's stable mainframe. 42 00:02:06,079 --> 00:02:10,919 But every time we transfer you, you degrade more and more, like a copy of a copy. 43 00:02:10,919 --> 00:02:13,080 Another transfer could erase you entirely! 44 00:02:13,080 --> 00:02:15,919 [static] We're both science nerds. 45 00:02:15,919 --> 00:02:18,579 [static] I'm sure we can come up with a plan. 46 00:02:21,120 --> 00:02:24,079 [Otto Octavius, thinking] It was foolish and shortsighted of Peter Parker 47 00:02:24,079 --> 00:02:25,789 to ask me for this body back. 48 00:02:25,789 --> 00:02:28,500 If he was capable of any logic whatsoever, 49 00:02:28,500 --> 00:02:31,379 Parker would recognize that my accomplishments 50 00:02:31,379 --> 00:02:34,039 are vastly superior to his own. 51 00:02:34,039 --> 00:02:36,079 Yes, that is it. He was acting 52 00:02:36,079 --> 00:02:38,829 only out of emotion rather than reason. 53 00:02:38,829 --> 00:02:42,039 I have no patience for anyone so selfish and egocentric 54 00:02:42,039 --> 00:02:45,079 that they're incapable of seeing what is right in front of them. 55 00:02:45,079 --> 00:02:47,920 Parker! About time. 56 00:02:45,079 --> 00:02:47,920 [gasps] 57 00:02:47,920 --> 00:02:50,000 Heart rate increasing. 58 00:02:50,000 --> 00:02:52,710 What is this effect Anna Maria has on me? 59 00:02:52,710 --> 00:02:55,920 I, um, was examining the damage outside. 60 00:02:55,920 --> 00:03:00,379 It appears Spider-Man showed a rather effective display of power yesterday. 61 00:03:00,379 --> 00:03:03,169 That's one way to put it. Here. 62 00:03:03,169 --> 00:03:05,919 We're all doing our part to clean up from that fight. 63 00:03:05,919 --> 00:03:11,580 Hmm. Your lack of injuries fills me with comfort. 64 00:03:11,580 --> 00:03:16,170 Are you trying to say you're glad I wasn't hurt yesterday? 65 00:03:16,170 --> 00:03:20,000 Yes. [sheepish chuckle] Was that not clear? 66 00:03:20,000 --> 00:03:23,539 And where did you go when that fight started? You just bolted. 67 00:03:23,539 --> 00:03:28,170 I was the one who alerted Spider-Man about the situation. 68 00:03:28,170 --> 00:03:30,670 I was concerned for everyone's safety. 69 00:03:30,670 --> 00:03:32,670 Especially yours. 70 00:03:32,670 --> 00:03:34,789 Which is why I made the proclamation 71 00:03:34,789 --> 00:03:37,170 about your well-being moments ago. 72 00:03:37,170 --> 00:03:39,500 Stop talking, Octavius. 73 00:03:39,500 --> 00:03:41,789 Then you saved our lives. 74 00:03:41,789 --> 00:03:45,210 You're my hero, Peter Parker. 75 00:03:45,210 --> 00:03:48,170 She recognizes my heroism. 76 00:03:49,460 --> 00:03:52,379 And why should she not? As I was saying, 77 00:03:52,379 --> 00:03:56,000 it is clear to anyone with an intellect that I am superior-- 78 00:03:56,000 --> 00:03:59,250 Cleanup time, tiny tutor! 79 00:03:56,000 --> 00:03:59,250 [yells, grunts] 80 00:03:59,250 --> 00:04:01,419 Hands off, Thompson! 81 00:04:01,419 --> 00:04:03,419 Uhh... 82 00:04:03,419 --> 00:04:05,250 [Flash] Whoa. I'm just playing around. 83 00:04:05,250 --> 00:04:07,669 Excited you're back at Midtown, buddy. 84 00:04:07,669 --> 00:04:10,669 But, hey, have you been lifting, little guy? 85 00:04:10,669 --> 00:04:14,539 I... apologize. 86 00:04:14,539 --> 00:04:18,379 While I find your masculine bonding ceremonies barbaric, 87 00:04:18,379 --> 00:04:21,209 I nonetheless have come to appreciate the sentiment 88 00:04:21,209 --> 00:04:23,170 they brutishly represent. 89 00:04:23,170 --> 00:04:25,540 Hmm? 90 00:04:23,170 --> 00:04:25,540 I mean... [chuckles] 91 00:04:25,540 --> 00:04:28,170 it is all good, bro. 92 00:04:30,170 --> 00:04:32,209 Wow, Parker. 93 00:04:32,209 --> 00:04:35,000 First Spidey gets all aggro, and now you? 94 00:04:35,000 --> 00:04:37,000 Maybe there's something in the air around here. 95 00:04:37,000 --> 00:04:40,829 Well, if "aggro" is slang talk for "aggressive," 96 00:04:40,829 --> 00:04:43,040 how is Spider-Man behaving as such? 97 00:04:43,040 --> 00:04:47,579 You've seen him on the news. He's just mean these days. Way too harsh. 98 00:04:47,579 --> 00:04:50,579 Well, if you were to check the recent statistics, 99 00:04:50,579 --> 00:04:54,040 his effective rate of suppressing crime is-- 100 00:04:50,579 --> 00:04:54,040 Statistics? 101 00:04:54,040 --> 00:04:58,250 Bro, real life isn't like math class. People go with their feelings. 102 00:04:58,250 --> 00:05:01,040 And Spidey doesn't feel like a hero to me anymore. 103 00:05:01,040 --> 00:05:02,959 Hmm. 104 00:05:04,079 --> 00:05:05,750 [Venom growls] 105 00:05:05,750 --> 00:05:08,920 Horizon close. 106 00:05:08,920 --> 00:05:12,040 I know you, Spider-Man. 107 00:05:12,040 --> 00:05:15,959 I know the places you go. 108 00:05:15,959 --> 00:05:19,540 And I'm coming for you. [snarls] 109 00:05:19,540 --> 00:05:24,040 I'm trying to apply different software recovery patches, but nothing's loading. 110 00:05:24,040 --> 00:05:27,879 Wait. Wh-What about the Neuro-Cortex base code? 111 00:05:27,879 --> 00:05:30,000 Could that act as a degradation shield? 112 00:05:30,000 --> 00:05:31,750 Aw, Peter, you're a genius! 113 00:05:31,750 --> 00:05:33,750 Well, I don't know about that. 114 00:05:33,750 --> 00:05:36,079 But I am a Horizon High student, after all. 115 00:05:36,079 --> 00:05:39,040 Oh. About that. 116 00:05:36,079 --> 00:05:39,040 [thunderous thud] 117 00:05:39,040 --> 00:05:41,209 [students screaming] 118 00:05:39,040 --> 00:05:41,209 Aw, what now?! 119 00:05:41,209 --> 00:05:43,620 Miles, mask on. 120 00:05:43,620 --> 00:05:45,290 People could be in danger. 121 00:05:45,290 --> 00:05:48,920 [clamoring] 122 00:05:45,290 --> 00:05:48,920 Spider-Man! 123 00:05:48,920 --> 00:05:52,829 Where is Spider-Man? 124 00:05:52,829 --> 00:05:55,120 Intruder! Intruder! 125 00:05:52,829 --> 00:05:55,120 [roars] 126 00:05:58,879 --> 00:06:01,209 Where is Spider-Man? 127 00:06:01,209 --> 00:06:04,170 Looking for Spider-Man? [yells] 128 00:06:04,170 --> 00:06:06,170 You found one! 129 00:06:06,170 --> 00:06:07,750 [grunting] 130 00:06:07,750 --> 00:06:09,079 [grunts] 131 00:06:09,079 --> 00:06:13,209 You are not the Spider-Man I want! 132 00:06:13,209 --> 00:06:16,540 Well, you're not my favorite super-villain either! 133 00:06:16,540 --> 00:06:20,000 So I guess neither of us is getting their first choice! [grunts] 134 00:06:20,000 --> 00:06:23,920 [grunts] What? There's no host in there? 135 00:06:23,920 --> 00:06:27,959 They experiment, I evolve. 136 00:06:27,959 --> 00:06:33,000 Nothing will stop me from crushing Spider-Man! [grunts] 137 00:06:35,540 --> 00:06:37,170 [grunts] 138 00:06:37,170 --> 00:06:39,540 And I thought Venom was terrible with a host. 139 00:06:39,540 --> 00:06:41,620 [grunts] 140 00:06:41,620 --> 00:06:44,120 [groans] 141 00:06:45,329 --> 00:06:47,000 Huh? Hmm? 142 00:06:47,000 --> 00:06:49,040 This is an evacuation! 143 00:06:49,040 --> 00:06:51,120 Drop that stuff and go! 144 00:06:49,040 --> 00:06:51,120 [clatters] 145 00:06:51,120 --> 00:06:53,920 How am I supposed to learn in this school?! 146 00:06:53,920 --> 00:06:56,170 [laughing] 147 00:06:56,170 --> 00:06:57,709 You! 148 00:06:57,709 --> 00:07:02,120 Max Modell, you tested on me. 149 00:07:02,120 --> 00:07:04,000 Experimented. 150 00:07:04,000 --> 00:07:06,209 I didn't know you were a life-form. 151 00:07:06,209 --> 00:07:09,579 Excuses, excuses. 152 00:07:09,579 --> 00:07:14,420 I will repay in kind. Dissect you! 153 00:07:14,420 --> 00:07:16,170 I'm not afraid of you. 154 00:07:16,170 --> 00:07:19,209 Do what you want to me, but leave my students alone. 155 00:07:19,209 --> 00:07:21,829 [roars] Liar! 156 00:07:21,829 --> 00:07:26,040 You are afraid. 157 00:07:26,040 --> 00:07:28,620 But you're lucky. 158 00:07:28,620 --> 00:07:32,579 There's something I want more. 159 00:07:32,579 --> 00:07:35,120 Where is the spider? 160 00:07:32,579 --> 00:07:35,120 [whimpering] 161 00:07:35,120 --> 00:07:36,920 [grunts] I don't know! 162 00:07:36,920 --> 00:07:39,879 And I wouldn't tell you if I did! 163 00:07:39,879 --> 00:07:42,040 No need to tell. 164 00:07:42,040 --> 00:07:45,209 There are other ways of knowing. 165 00:07:45,209 --> 00:07:47,459 [Max yells] 166 00:07:47,459 --> 00:07:52,000 But your tuition payment is, at this point, unacceptably overdue. 167 00:07:52,000 --> 00:07:54,209 The point is, that Horizon should be paying me 168 00:07:54,209 --> 00:07:57,579 for the prestige my presence brings to this place. 169 00:07:57,579 --> 00:08:02,920 Any school I attend will be the superior school for having me in it. 170 00:08:02,920 --> 00:08:05,079 I quit! 171 00:08:05,079 --> 00:08:08,120 [groaning] 172 00:08:09,379 --> 00:08:12,079 Tasty thoughts. 173 00:08:12,079 --> 00:08:15,329 I learned all I need to know. 174 00:08:15,329 --> 00:08:17,790 He's not here, 175 00:08:17,790 --> 00:08:21,500 but I know where he is. 176 00:08:21,500 --> 00:08:25,709 [Peter] Why does the silence worry me more than the noise? 177 00:08:25,709 --> 00:08:27,500 Miles! What happened? 178 00:08:27,500 --> 00:08:29,790 [groans] Venom happened. 179 00:08:29,790 --> 00:08:33,120 But different. He doesn't have a host. 180 00:08:33,120 --> 00:08:35,500 Venom? Without a host? 181 00:08:35,500 --> 00:08:38,669 I need to call for help. Where's your phone? 182 00:08:39,710 --> 00:08:41,460 I need an am-ambulance 183 00:08:41,460 --> 00:08:43,000 to Horizon High. 184 00:08:43,000 --> 00:08:44,500 My friend is hurt. 185 00:08:44,500 --> 00:08:46,330 You need to ch-change 186 00:08:46,330 --> 00:08:48,580 [grunts] 187 00:08:46,330 --> 00:08:48,580 before your identity's blown. 188 00:08:51,120 --> 00:08:52,879 [Anna Maria] Whoa, slugger. 189 00:08:52,879 --> 00:08:56,039 Are you sweeping or whipping up a dust devil? 190 00:08:56,039 --> 00:08:59,580 My apologies. I sweep as I do all things-- 191 00:08:59,580 --> 00:09:01,879 with great intensity. 192 00:09:01,879 --> 00:09:04,419 [chuckles] Yeah, I'm getting that. 193 00:09:04,419 --> 00:09:07,169 But sometimes subtlety is better. 194 00:09:10,000 --> 00:09:11,669 Ta-da! 195 00:09:11,669 --> 00:09:13,539 Anna Maria, 196 00:09:13,539 --> 00:09:17,830 I'm not always good at communicating with others, 197 00:09:17,830 --> 00:09:20,080 but I would like to pay you a compliment. 198 00:09:20,080 --> 00:09:24,210 Okay. Just don't do it with too much intensity. 199 00:09:24,210 --> 00:09:27,750 Even when logic would dictate otherwise, 200 00:09:27,750 --> 00:09:30,960 I admire the way you acknowledge no obstacles. 201 00:09:30,960 --> 00:09:33,120 A damaged auditorium does not prevent you 202 00:09:33,120 --> 00:09:36,169 from pursuing your goal of bettering Midtown High. 203 00:09:36,169 --> 00:09:38,250 Yeah, well, growing up, 204 00:09:38,250 --> 00:09:42,960 people always underestimated me because of my size, so I had a choice. 205 00:09:42,960 --> 00:09:47,210 I could accept those limitations or I could overcome them. 206 00:09:47,210 --> 00:09:49,830 Is something wrong, Peter? 207 00:09:49,830 --> 00:09:53,669 I was also treated as an outsider growing up, 208 00:09:53,669 --> 00:09:56,789 but I dealt with it... differently. 209 00:09:56,789 --> 00:10:01,169 I reasoned it was safer to just detach myself from humanity, 210 00:10:01,169 --> 00:10:03,750 be above all others. [chuckles] 211 00:10:03,750 --> 00:10:05,789 You reasoned that? 212 00:10:05,789 --> 00:10:08,210 But how did doing that make you feel? 213 00:10:08,210 --> 00:10:11,879 I experienced blessed isolation. 214 00:10:11,879 --> 00:10:15,039 Time to myself, my thoughts... 215 00:10:15,039 --> 00:10:19,210 But also... I felt alone. 216 00:10:19,210 --> 00:10:22,460 I never really had friends. 217 00:10:22,460 --> 00:10:25,080 Well, you do now. 218 00:10:25,080 --> 00:10:29,210 [phone vibrating] 219 00:10:25,080 --> 00:10:29,210 Uh, pardon me, Anna Maria. 220 00:10:29,210 --> 00:10:32,620 Do not waste my time further, Morales. 221 00:10:32,620 --> 00:10:36,169 [Peter] It's not [static] Miles. It's [static] Pete. 222 00:10:36,169 --> 00:10:37,250 Peter Parker?! 223 00:10:37,250 --> 00:10:39,250 Venom is loose. 224 00:10:39,250 --> 00:10:42,379 He's looking [static] for Spider-Man. 225 00:10:42,379 --> 00:10:44,539 He hit Horizon. 226 00:10:44,539 --> 00:10:46,789 I'm b-betting he's headed for Midtown now. 227 00:10:46,789 --> 00:10:51,250 Huh! That overhyped alien ooze? 228 00:10:51,250 --> 00:10:54,379 I will clean up another one of your messes. 229 00:10:54,379 --> 00:10:57,789 Think of it as my parting gift to you. 230 00:10:57,789 --> 00:11:01,669 You don't [static] understand how dangerous he is. 231 00:11:01,669 --> 00:11:04,169 You should evacuate the s-school. 232 00:11:04,169 --> 00:11:06,169 He'll prey on your weaknesses. 233 00:11:06,169 --> 00:11:07,539 [scoffs] 234 00:11:07,539 --> 00:11:10,289 I do not have any weaknesses. 235 00:11:10,289 --> 00:11:13,120 I will be waiting for him. 236 00:11:17,669 --> 00:11:19,250 [grunts] 237 00:11:19,250 --> 00:11:22,120 Where is Spider-Man?! 238 00:11:22,120 --> 00:11:24,539 [students clamoring] 239 00:11:24,539 --> 00:11:26,620 [grunts] 240 00:11:24,539 --> 00:11:26,620 [yells] 241 00:11:26,620 --> 00:11:28,710 I am here, monstrosity! 242 00:11:26,620 --> 00:11:28,710 [grunts] 243 00:11:28,710 --> 00:11:30,919 [grunts] 244 00:11:32,539 --> 00:11:35,830 Robots don't impress me. 245 00:11:37,960 --> 00:11:43,460 Do you believe my intentions are to impress sentient ooze? 246 00:11:37,960 --> 00:11:43,460 [yells] 247 00:11:43,460 --> 00:11:45,460 [grunts] 248 00:11:45,460 --> 00:11:50,039 The day has finally come, Spider. 249 00:11:50,039 --> 00:11:52,169 Venom will destroy you! 250 00:11:52,169 --> 00:11:55,919 Speaking in third person to sound more intimidating? 251 00:11:55,919 --> 00:11:58,210 Ha! I invented that. 252 00:11:59,210 --> 00:12:02,580 [Venom grunting] 253 00:12:02,580 --> 00:12:03,789 Aah! 254 00:12:03,789 --> 00:12:05,039 [Anna Maria] Good work, team. 255 00:12:05,039 --> 00:12:06,500 We cleaned up in a single morning. 256 00:12:06,500 --> 00:12:09,330 This is proof that no one, not even super-villains, 257 00:12:09,330 --> 00:12:11,289 can derail us from-- Huh? 258 00:12:09,330 --> 00:12:11,289 [crash] 259 00:12:11,289 --> 00:12:13,919 [grunts, yells] 260 00:12:13,919 --> 00:12:16,379 [grunts] 261 00:12:13,919 --> 00:12:16,379 Oh, come on! 262 00:12:16,379 --> 00:12:19,789 [yells] 263 00:12:16,379 --> 00:12:19,789 [grunts] 264 00:12:19,789 --> 00:12:22,210 Get these students out of here! Aah! 265 00:12:22,210 --> 00:12:25,080 You heard the web-head. Go! 266 00:12:22,210 --> 00:12:25,080 [gasps] 267 00:12:25,080 --> 00:12:26,919 [whimpering] 268 00:12:26,919 --> 00:12:29,169 No. Not again. 269 00:12:29,169 --> 00:12:31,120 We gotta go, Thompson! 270 00:12:31,120 --> 00:12:33,580 [sniffing] 271 00:12:31,120 --> 00:12:33,580 [straining] 272 00:12:33,580 --> 00:12:35,289 Ahh. 273 00:12:35,289 --> 00:12:39,039 I'd know the smell of that fear anywhere. 274 00:12:39,039 --> 00:12:42,039 Flash Thompson. 275 00:12:42,039 --> 00:12:45,000 You'll be next. 276 00:12:48,789 --> 00:12:50,330 [grunts] 277 00:12:57,710 --> 00:13:00,210 Ride the lightning, creep! 278 00:13:00,210 --> 00:13:03,039 [screams] 279 00:13:03,039 --> 00:13:06,669 There's more where that came from, you literal slimeball! 280 00:13:06,669 --> 00:13:08,669 Aah! 281 00:13:06,669 --> 00:13:08,669 Aah! 282 00:13:08,669 --> 00:13:10,669 Oh, no, no, no, no, no! 283 00:13:10,669 --> 00:13:12,250 Spidey, help! 284 00:13:12,250 --> 00:13:15,419 Anna Maria! Flash! [grunts] 285 00:13:16,460 --> 00:13:17,620 [grunts] 286 00:13:17,620 --> 00:13:21,289 Let them go! [grunting] 287 00:13:21,289 --> 00:13:25,169 [Venom] Such emotion. Friends of yours? 288 00:13:25,169 --> 00:13:28,500 Give yourself to me, Spider, 289 00:13:28,500 --> 00:13:32,620 or I will end these two! 290 00:13:28,500 --> 00:13:32,620 [gasps] 291 00:13:32,620 --> 00:13:34,919 These feelings... 292 00:13:34,919 --> 00:13:38,210 It is as if their lives are more important than my own. 293 00:13:38,210 --> 00:13:40,210 But that would defy logic, 294 00:13:40,210 --> 00:13:43,919 for I, above all, am superior. 295 00:13:43,919 --> 00:13:48,669 Yes, make the right choice. Come to me. 296 00:13:48,669 --> 00:13:50,669 Ugh! 297 00:13:50,669 --> 00:13:54,289 A trick! You're not him! Liar! 298 00:13:50,669 --> 00:13:54,289 Aah! 299 00:13:54,289 --> 00:13:56,710 Your friends will be destroyed! 300 00:13:59,289 --> 00:14:02,169 Bring me the real Spider-Man now! 301 00:14:02,169 --> 00:14:05,879 I am the real Spider-Man! [grunts] 302 00:14:05,879 --> 00:14:08,250 I bonded with the spider! 303 00:14:05,879 --> 00:14:08,250 [yells] 304 00:14:08,250 --> 00:14:11,379 [straining] 305 00:14:08,250 --> 00:14:11,379 If you will not bring me the real spider, 306 00:14:11,379 --> 00:14:13,539 you are useless to me! 307 00:14:13,539 --> 00:14:17,169 He is right. I am useless and a failure. 308 00:14:17,169 --> 00:14:20,960 Because of me, the only friends I have ever known will perish. 309 00:14:20,960 --> 00:14:23,669 It looks like somebody needs a hug. [grunts] 310 00:14:23,669 --> 00:14:27,000 Ock, I don't have much time left, 311 00:14:23,669 --> 00:14:27,000 [straining] 312 00:14:27,000 --> 00:14:30,539 but I'll give you everything I've got. 313 00:14:27,000 --> 00:14:30,539 [screaming] 314 00:14:32,580 --> 00:14:34,500 [grunts] 315 00:14:34,500 --> 00:14:37,169 [both groaning] 316 00:14:37,169 --> 00:14:40,080 Another robot toy! 317 00:14:40,080 --> 00:14:41,120 Enough! 318 00:14:46,289 --> 00:14:49,879 [static] Ock! What are you doing? Get back out there! 319 00:14:49,879 --> 00:14:52,120 I'm not going back. 320 00:14:49,879 --> 00:14:52,120 What? 321 00:14:52,120 --> 00:14:54,500 You can't leave those people to Venom. 322 00:14:54,500 --> 00:14:58,330 You've lived my memories. You know Uncle Ben would never want that. 323 00:14:58,330 --> 00:15:02,120 I know what Ben would want. I'm not going back out there. 324 00:15:02,120 --> 00:15:04,250 You are. 325 00:15:02,120 --> 00:15:04,250 [beeps] 326 00:15:09,960 --> 00:15:13,169 So, here we are, in the moment of transfer. 327 00:15:13,169 --> 00:15:15,330 A microsecond of time. 328 00:15:15,330 --> 00:15:18,379 You made it pretty clear yesterday you would never do this. 329 00:15:18,379 --> 00:15:20,169 Why give me my body back now? 330 00:15:20,169 --> 00:15:24,169 I-- I failed, Parker. 331 00:15:24,169 --> 00:15:27,669 And because of that, good people are about to lose their lives. 332 00:15:27,669 --> 00:15:31,379 I thought more technology, more reason, more logistics 333 00:15:31,379 --> 00:15:34,039 would make me a better hero than you ever were. 334 00:15:34,039 --> 00:15:36,379 Maybe it has. 335 00:15:36,379 --> 00:15:40,120 No. Seeing you show up just now, 336 00:15:40,120 --> 00:15:44,169 willing to use the last few minutes of your life to save mine, 337 00:15:44,169 --> 00:15:47,580 save the man who took everything from you-- 338 00:15:47,580 --> 00:15:50,580 That is illogical, preposterous, 339 00:15:50,580 --> 00:15:53,419 and completely heroic 340 00:15:53,419 --> 00:15:56,039 in a way I realize I never could be. 341 00:15:57,120 --> 00:15:59,120 I have been a fool. 342 00:15:59,120 --> 00:16:04,250 You, Peter Parker, were always the Superior Spider-Man. 343 00:16:04,250 --> 00:16:09,539 But, Ock, the circuits in the arms-- they're degrading quickly. 344 00:16:09,539 --> 00:16:12,919 You're swapping your mind into a place that can't keep it alive for long. 345 00:16:12,919 --> 00:16:15,039 I am well aware. 346 00:16:15,039 --> 00:16:17,289 But I have the power to do this, 347 00:16:17,289 --> 00:16:20,419 so I have the responsibility to do it too. 348 00:16:20,419 --> 00:16:23,750 I only ask that you save Anna Maria and Flash. 349 00:16:23,750 --> 00:16:26,669 That will make this decision worth it. 350 00:16:29,710 --> 00:16:33,960 [muffled grunting] 351 00:16:29,710 --> 00:16:33,960 Show yourself, or it's over for this one! 352 00:16:33,960 --> 00:16:35,120 [both grunt] 353 00:16:35,120 --> 00:16:37,169 [grunts] Whoa! 354 00:16:37,169 --> 00:16:39,169 I forgot how bad you smell up close. 355 00:16:39,169 --> 00:16:41,330 I bet when you chop onions, you make them cry. 356 00:16:41,330 --> 00:16:44,039 Silence, fraud! 357 00:16:44,039 --> 00:16:46,080 [grunting] 358 00:16:44,039 --> 00:16:46,080 "Fraud"? You mean you don't recognize 359 00:16:46,080 --> 00:16:49,169 your friendly, neighborhood me? [grunting] 360 00:16:49,169 --> 00:16:50,330 [yells] 361 00:16:51,330 --> 00:16:54,080 [grunts] 362 00:16:51,330 --> 00:16:54,080 [growls] 363 00:16:54,080 --> 00:16:57,669 What-- S-Spider-Man, you saved me. 364 00:16:57,669 --> 00:16:59,830 Flash, get to safety. 365 00:16:59,830 --> 00:17:03,169 I'll get your friend out of the clutches of ol' Gooey McGoo-Face here. 366 00:17:03,169 --> 00:17:06,000 Quips? Jokes? 367 00:17:03,169 --> 00:17:06,000 [grunts] 368 00:17:06,000 --> 00:17:08,079 Perhaps... 369 00:17:08,079 --> 00:17:11,289 Ugh! [grunting] 370 00:17:11,289 --> 00:17:13,789 That is a pretty gross ID check you got. 371 00:17:13,789 --> 00:17:16,119 Maybe next time, I can just show you my bus pass? 372 00:17:16,119 --> 00:17:21,000 It is you, the real Spider-Man, 373 00:17:21,000 --> 00:17:23,420 Peter Parker! 374 00:17:21,000 --> 00:17:23,420 Hmm? 375 00:17:24,829 --> 00:17:27,579 [both grunting] 376 00:17:27,579 --> 00:17:29,920 Spidey, electrical shock! 377 00:17:29,920 --> 00:17:31,960 It was working earlier! Try... 378 00:17:31,960 --> 00:17:34,619 Who am I to ignore good advice? [grunts] 379 00:17:34,619 --> 00:17:37,079 Power line, meet Venom. Venom, power line! 380 00:17:37,079 --> 00:17:38,920 [screaming] 381 00:17:40,000 --> 00:17:42,039 [sighs] Not enough juice. 382 00:17:42,039 --> 00:17:44,619 It's too easy for him to get away from it! 383 00:17:44,619 --> 00:17:47,579 We were once bonded, paired, 384 00:17:47,579 --> 00:17:49,210 and you rejected me! 385 00:17:49,210 --> 00:17:51,829 Is that what this whole thing is about? 386 00:17:51,829 --> 00:17:54,500 Bonding to Eddie Brock? Stalking me? 387 00:17:54,500 --> 00:17:57,039 All because I didn't want to be your anger puppet? 388 00:17:57,039 --> 00:17:58,829 [growls] 389 00:17:58,829 --> 00:18:02,289 Together, you and I could be so much, 390 00:18:02,289 --> 00:18:04,289 rule so much! 391 00:18:04,289 --> 00:18:06,710 We would be superior! 392 00:18:06,710 --> 00:18:09,670 Where have I heard that line before? 393 00:18:09,670 --> 00:18:12,210 But if bonding with you stops all this, 394 00:18:12,210 --> 00:18:14,079 then I guess I have no choice. 395 00:18:14,079 --> 00:18:18,460 [growls] You would be my host? 396 00:18:18,460 --> 00:18:21,079 If it'll save lives, then yes. 397 00:18:21,079 --> 00:18:24,619 Besides, it might overload my expectations. 398 00:18:24,619 --> 00:18:27,000 [growls] 399 00:18:27,000 --> 00:18:31,119 This is what I desire! 400 00:18:31,119 --> 00:18:34,170 We will be one! 401 00:18:34,170 --> 00:18:36,289 [roars] 402 00:18:36,289 --> 00:18:40,920 Spidey, one overload, coming up! [grunts] 403 00:18:40,920 --> 00:18:43,789 Huh? What? 404 00:18:45,000 --> 00:18:46,670 [roaring] 405 00:18:48,579 --> 00:18:51,119 What is this? 406 00:18:51,119 --> 00:18:53,170 I will-- [yells] 407 00:18:56,829 --> 00:18:58,420 Spidey! 408 00:18:58,420 --> 00:19:03,119 [groans] I hate being the bait. 409 00:19:03,119 --> 00:19:05,500 But, hey, I've had more disgusting wins. 410 00:19:05,500 --> 00:19:07,460 Actually, no. 411 00:19:07,460 --> 00:19:09,380 That was amazing. 412 00:19:09,380 --> 00:19:11,960 Oh, thank you, miss. 413 00:19:11,960 --> 00:19:14,289 Uh, I don't think we've been introduced. 414 00:19:14,289 --> 00:19:18,210 No need to pretend, Peter. I heard. I know it's you. 415 00:19:18,210 --> 00:19:23,039 Oh, uh, look, I know this is going to sound strange. 416 00:19:23,039 --> 00:19:26,119 I am Peter Parker, 417 00:19:26,119 --> 00:19:28,460 but you and I have never met. 418 00:19:29,710 --> 00:19:32,710 Ock, I brought your friend. 419 00:19:32,710 --> 00:19:34,710 She's safe. Flash too. 420 00:19:34,710 --> 00:19:37,960 [static] Thank you, Spider-Man. 421 00:19:39,000 --> 00:19:42,000 Peter, is that you in there? 422 00:19:42,000 --> 00:19:47,039 My real name is Otto, but yes, [static] it is me. 423 00:19:47,039 --> 00:19:50,000 I am sorry I deceived you. 424 00:19:50,000 --> 00:19:51,789 It is too late for me, 425 00:19:51,789 --> 00:19:55,119 but [static] your lack of injuries give me comfort-- 426 00:19:55,119 --> 00:19:59,079 I mean, I am glad you were not hurt. 427 00:20:00,289 --> 00:20:02,170 Good-bye, my friend. 428 00:20:02,170 --> 00:20:06,079 And good-bye, [distorted] Spider-M-- 429 00:20:06,079 --> 00:20:09,170 [crying softly] Can't you do anything? 430 00:20:09,170 --> 00:20:13,210 Not without a body to-- Wait! 431 00:20:13,210 --> 00:20:15,250 There still might be time! 432 00:20:20,920 --> 00:20:24,000 Who is this? 433 00:20:20,920 --> 00:20:24,000 Otto Octavius, 434 00:20:24,000 --> 00:20:26,079 the man who saved your life. 435 00:20:26,079 --> 00:20:28,039 This is his former body. 436 00:20:28,039 --> 00:20:31,079 And if we're lucky, his future one. 437 00:20:36,710 --> 00:20:40,920 Did it work? 438 00:20:36,710 --> 00:20:40,920 [monitor beeping] 439 00:20:40,920 --> 00:20:43,539 [beeping intensifies] 440 00:20:40,920 --> 00:20:43,539 [Spider-Man] Increased brain activity. 441 00:20:43,539 --> 00:20:48,539 He's still in a coma, but... I think his mind is back where it should be. 442 00:20:48,539 --> 00:20:52,079 Everything you told me-- it's nearly impossible to believe. 443 00:20:52,079 --> 00:20:55,119 But one thing's for certain: the Peter Parker I met, 444 00:20:55,119 --> 00:20:58,789 the man now in this body-- he was a hero. 445 00:21:00,789 --> 00:21:03,000 [Miles moaning] 446 00:21:04,039 --> 00:21:07,039 Miles! You're awake! How are you? 447 00:21:07,039 --> 00:21:11,119 What do you care... Ock? 448 00:21:11,119 --> 00:21:14,119 Uh-uh. Guess again. 449 00:21:14,119 --> 00:21:17,380 Peter?! No! No way! 450 00:21:17,380 --> 00:21:20,960 [in robotic voice] Would you like to see me dance the robot? 451 00:21:20,960 --> 00:21:24,170 Huh. I never thought I would enjoy seeing that. 452 00:21:25,789 --> 00:21:29,329 Hello again, New York! Spider-Man is back! 453 00:21:29,329 --> 00:21:30,329 Whoo-hoo!