[grunting]
[Peter] You're not Peter Parker!
You're Otto Octavius!
Do the right thing. You can be a good man!
Stop talking! [grunts]
But you know, deep inside, you can never be me.
You can never truly be Spider-Man!
No. Just the superior one.
Please... don't-- Please... don't do this. [static]
Good-bye.
[both grunting]
Not yet!
[screaming]
[groans]
Don't worry. I can fix this.
I can fix this.
That did... [static]
not go how I hoped it would.
Pete!
I didn't think I would ever hear your voice again!
What?! You just said you could [static] fix this.
Well, I hope I can. 'Cause if we can't get
Ock's mind out of your body and you back into it soon--
Then, like a corrupted file, my consciousness could be lost forever.
We have to hurry. Let's go.
[web shooter deploys]
[monitor beeping]
[growling]
The spider is near!
[grunts] The spider!
[grunts]
[alarm beeping]
The spider!
[grunts] The spider...
[beeping intensifies]
will be destroyed
by Venom!
So, what are my [static] chances, Doc?
Uh, they'd be a lot better
if we could get your mind out of those damaged Ock arms
and back into Horizon's stable mainframe.
But every time we transfer you, you degrade more and more, like a copy of a copy.
Another transfer could erase you entirely!
[static] We're both science nerds.
[static] I'm sure we can come up with a plan.
[Otto Octavius, thinking] It was foolish and shortsighted of Peter Parker
to ask me for this body back.
If he was capable of any logic whatsoever,
Parker would recognize that my accomplishments
are vastly superior to his own.
Yes, that is it. He was acting
only out of emotion rather than reason.
I have no patience for anyone so selfish and egocentric
that they're incapable of seeing what is right in front of them.
Parker! About time.
[gasps]
Heart rate increasing.
What is this effect Anna Maria has on me?
I, um, was examining the damage outside.
It appears Spider-Man showed a rather effective display of power yesterday.
That's one way to put it. Here.
We're all doing our part to clean up from that fight.
Hmm. Your lack of injuries fills me with comfort.
Are you trying to say you're glad I wasn't hurt yesterday?
Yes. [sheepish chuckle] Was that not clear?
And where did you go when that fight started? You just bolted.
I was the one who alerted Spider-Man about the situation.
I was concerned for everyone's safety.
Especially yours.
Which is why I made the proclamation
about your well-being moments ago.
Stop talking, Octavius.
Then you saved our lives.
You're my hero, Peter Parker.
She recognizes my heroism.
And why should she not? As I was saying,
it is clear to anyone with an intellect that I am superior--
Cleanup time, tiny tutor!
[yells, grunts]
Hands off, Thompson!
Uhh...
[Flash] Whoa. I'm just playing around.
Excited you're back at Midtown, buddy.
But, hey, have you been lifting, little guy?
I... apologize.
While I find your masculine bonding ceremonies barbaric,
I nonetheless have come to appreciate the sentiment
they brutishly represent.
Hmm?
I mean... [chuckles]
it is all good, bro.
Wow, Parker.
First Spidey gets all aggro, and now you?
Maybe there's something in the air around here.
Well, if "aggro" is slang talk for "aggressive,"
how is Spider-Man behaving as such?
You've seen him on the news. He's just mean these days. Way too harsh.
Well, if you were to check the recent statistics,
his effective rate of suppressing crime is--
Statistics?
Bro, real life isn't like math class. People go with their feelings.
And Spidey doesn't feel like a hero to me anymore.
Hmm.
[Venom growls]
Horizon close.
I know you, Spider-Man.
I know the places you go.
And I'm coming for you. [snarls]
I'm trying to apply different software recovery patches, but nothing's loading.
Wait. Wh-What about the Neuro-Cortex base code?
Could that act as a degradation shield?
Aw, Peter, you're a genius!
Well, I don't know about that.
But I am a Horizon High student, after all.
Oh. About that.
[thunderous thud]
[students screaming]
Aw, what now?!
Miles, mask on.
People could be in danger.
[clamoring]
Spider-Man!
Where is Spider-Man?
Intruder! Intruder!
[roars]
Where is Spider-Man?
Looking for Spider-Man? [yells]
You found one!
[grunting]
[grunts]
You are not the Spider-Man I want!
Well, you're not my favorite super-villain either!
So I guess neither of us is getting their first choice! [grunts]
What? There's no host in there?
They experiment, I evolve.
Nothing will stop me from crushing Spider-Man! [grunts]
And I thought Venom was terrible with a host.
[grunts]
[groans]
Huh? Hmm?
This is an evacuation!
Drop that stuff and go!
[clatters]
How am I supposed to learn in this school?!
[laughing]
You!
Max Modell, you tested on me.
Experimented.
I didn't know you were a life-form.
Excuses, excuses.
I will repay in kind. Dissect you!
I'm not afraid of you.
Do what you want to me, but leave my students alone.
[roars] Liar!
You are afraid.
But you're lucky.
There's something I want more.
Where is the spider?
[whimpering]
[grunts] I don't know!
And I wouldn't tell you if I did!
No need to tell.
There are other ways of knowing.
[Max yells]
But your tuition payment is, at this point, unacceptably overdue.
The point is, that Horizon should be paying me
for the prestige my presence brings to this place.
Any school I attend will be the superior school for having me in it.
I quit!
[groaning]
Tasty thoughts.
I learned all I need to know.
He's not here,
but I know where he is.
[Peter] Why does the silence worry me more than the noise?
Miles! What happened?
[groans] Venom happened.
But different. He doesn't have a host.
Venom? Without a host?
I need to call for help. Where's your phone?
I need an am-ambulance
to Horizon High.
My friend is hurt.
You need to ch-change
[grunts]
before your identity's blown.
[Anna Maria] Whoa, slugger.
Are you sweeping or whipping up a dust devil?
My apologies. I sweep as I do all things--
with great intensity.
[chuckles] Yeah, I'm getting that.
But sometimes subtlety is better.
Ta-da!
Anna Maria,
I'm not always good at communicating with others,
but I would like to pay you a compliment.
Okay. Just don't do it with too much intensity.
Even when logic would dictate otherwise,
I admire the way you acknowledge no obstacles.
A damaged auditorium does not prevent you
from pursuing your goal of bettering Midtown High.
Yeah, well, growing up,
people always underestimated me because of my size, so I had a choice.
I could accept those limitations or I could overcome them.
Is something wrong, Peter?
I was also treated as an outsider growing up,
but I dealt with it... differently.
I reasoned it was safer to just detach myself from humanity,
be above all others. [chuckles]
You reasoned that?
But how did doing that make you feel?
I experienced blessed isolation.
Time to myself, my thoughts...
But also... I felt alone.
I never really had friends.
Well, you do now.
[phone vibrating]
Uh, pardon me, Anna Maria.
Do not waste my time further, Morales.
[Peter] It's not [static] Miles. It's [static] Pete.
Peter Parker?!
Venom is loose.
He's looking [static] for Spider-Man.
He hit Horizon.
I'm b-betting he's headed for Midtown now.
Huh! That overhyped alien ooze?
I will clean up another one of your messes.
Think of it as my parting gift to you.
You don't [static] understand how dangerous he is.
You should evacuate the s-school.
He'll prey on your weaknesses.
[scoffs]
I do not have any weaknesses.
I will be waiting for him.
[grunts]
Where is Spider-Man?!
[students clamoring]
[grunts]
[yells]
I am here, monstrosity!
[grunts]
Robots don't impress me.
Do you believe my intentions are to impress sentient ooze?
[yells]
[grunts]
The day has finally come, Spider.
Venom will destroy you!
Speaking in third person to sound more intimidating?
Ha! I invented that.
[Venom grunting]
Aah!
[Anna Maria] Good work, team.
We cleaned up in a single morning.
This is proof that no one, not even super-villains,
can derail us from-- Huh?
[crash]
[grunts, yells]
[grunts]
Oh, come on!
[yells]
[grunts]
Get these students out of here! Aah!
You heard the web-head. Go!
[gasps]
[whimpering]
No. Not again.
We gotta go, Thompson!
[sniffing]
[straining]
Ahh.
I'd know the smell of that fear anywhere.
Flash Thompson.
You'll be next.
[grunts]
Ride the lightning, creep!
[screams]
There's more where that came from, you literal slimeball!
Aah!
Oh, no, no, no, no, no!
Spidey, help!
Anna Maria! Flash! [grunts]
Let them go! [grunting]
[Venom] Such emotion. Friends of yours?
Give yourself to me, Spider,
or I will end these two!
[gasps]
These feelings...
It is as if their lives are more important than my own.
But that would defy logic,
for I, above all, am superior.
Yes, make the right choice. Come to me.
Ugh!
A trick! You're not him! Liar!
Aah!
Your friends will be destroyed!
Bring me the real Spider-Man now!
I am the real Spider-Man! [grunts]
I bonded with the spider!
[yells]
[straining]
If you will not bring me the real spider,
you are useless to me!
He is right. I am useless and a failure.
Because of me, the only friends I have ever known will perish.
It looks like somebody needs a hug. [grunts]
Ock, I don't have much time left,
[straining]
but I'll give you everything I've got.
[screaming]
[grunts]
[both groaning]
Another robot toy!
Enough!
[static] Ock! What are you doing? Get back out there!
I'm not going back.
What?
You can't leave those people to Venom.
You've lived my memories. You know Uncle Ben would never want that.
I know what Ben would want. I'm not going back out there.
You are.
[beeps]
So, here we are, in the moment of transfer.
A microsecond of time.
You made it pretty clear yesterday you would never do this.
Why give me my body back now?
I-- I failed, Parker.
And because of that, good people are about to lose their lives.
I thought more technology, more reason, more logistics
would make me a better hero than you ever were.
Maybe it has.
No. Seeing you show up just now,
willing to use the last few minutes of your life to save mine,
save the man who took everything from you--
That is illogical, preposterous,
and completely heroic
in a way I realize I never could be.
I have been a fool.
You, Peter Parker, were always the Superior Spider-Man.
But, Ock, the circuits in the arms-- they're degrading quickly.
You're swapping your mind into a place that can't keep it alive for long.
I am well aware.
But I have the power to do this,
so I have the responsibility to do it too.
I only ask that you save Anna Maria and Flash.
That will make this decision worth it.
[muffled grunting]
Show yourself, or it's over for this one!
[both grunt]
[grunts] Whoa!
I forgot how bad you smell up close.
I bet when you chop onions, you make them cry.
Silence, fraud!
[grunting]
"Fraud"? You mean you don't recognize
your friendly, neighborhood me? [grunting]
[yells]
[grunts]
[growls]
What-- S-Spider-Man, you saved me.
Flash, get to safety.
I'll get your friend out of the clutches of ol' Gooey McGoo-Face here.
Quips? Jokes?
[grunts]
Perhaps...
Ugh! [grunting]
That is a pretty gross ID check you got.
Maybe next time, I can just show you my bus pass?
It is you, the real Spider-Man,
Peter Parker!
Hmm?
[both grunting]
Spidey, electrical shock!
It was working earlier! Try...
Who am I to ignore good advice? [grunts]
Power line, meet Venom. Venom, power line!
[screaming]
[sighs] Not enough juice.
It's too easy for him to get away from it!
We were once bonded, paired,
and you rejected me!
Is that what this whole thing is about?
Bonding to Eddie Brock? Stalking me?
All because I didn't want to be your anger puppet?
[growls]
Together, you and I could be so much,
rule so much!
We would be superior!
Where have I heard that line before?
But if bonding with you stops all this,
then I guess I have no choice.
[growls] You would be my host?
If it'll save lives, then yes.
Besides, it might overload my expectations.
[growls]
This is what I desire!
We will be one!
[roars]
Spidey, one overload, coming up! [grunts]
Huh? What?
[roaring]
What is this?
I will-- [yells]
Spidey!
[groans] I hate being the bait.
But, hey, I've had more disgusting wins.
Actually, no.
That was amazing.
Oh, thank you, miss.
Uh, I don't think we've been introduced.
No need to pretend, Peter. I heard. I know it's you.
Oh, uh, look, I know this is going to sound strange.
I am Peter Parker,
but you and I have never met.
Ock, I brought your friend.
She's safe. Flash too.
[static] Thank you, Spider-Man.
Peter, is that you in there?
My real name is Otto, but yes, [static] it is me.
I am sorry I deceived you.
It is too late for me,
but [static] your lack of injuries give me comfort--
I mean, I am glad you were not hurt.
Good-bye, my friend.
And good-bye, [distorted] Spider-M--
[crying softly] Can't you do anything?
Not without a body to-- Wait!
There still might be time!
Who is this?
Otto Octavius,
the man who saved your life.
This is his former body.
And if we're lucky, his future one.
Did it work?
[monitor beeping]
[beeping intensifies]
[Spider-Man] Increased brain activity.
He's still in a coma, but... I think his mind is back where it should be.
Everything you told me-- it's nearly impossible to believe.
But one thing's for certain: the Peter Parker I met,
the man now in this body-- he was a hero.
[Miles moaning]
Miles! You're awake! How are you?
What do you care... Ock?
Uh-uh. Guess again.
Peter?! No! No way!
[in robotic voice] Would you like to see me dance the robot?
Huh. I never thought I would enjoy seeing that.
Hello again, New York! Spider-Man is back!
Whoo-hoo!