I got the proposal in just under the wire.
If approved, it'll be enough to upgrade every lab at Midtown High, and--
[door opens]
Sorry. Just doing my rounds.
It's good that you're talking to him.
That helps with coma recovery.
Any idea when he might wake up?
Hard to tell.
But his brain waves, vitals-- it all looks good.
It might take a while, but I'm sure Doctor Octopus will--
Otto.
Excuse me?
His name is Otto Octavius. That other person-- that's not him anymore.
Sure. I better finish my rounds.
[clicks]
...the scene only moments ago as Spider-Man,
who, to everyone's surprise, has actually been helpful recently,
was battling an unknown criminal using some kind of new costume
against his enemy's wide range of changing powers.
But it wasn't enough to stop this new menace.
As you can see, Spider-Man disappeared--
possibly destroyed-- right in front of our eyes.
We've also had reports of similar attacks happening to the Avengers.
Oh, no.
Parker...
Otto!
Anna Maria, Spider-Man needs help.
[groans]
Where am I?
Well, the good news is... I found the Avengers.
They look alive and well,
if a little on the unconscious side,
which is what I bet is gonna happen to me
if I stay in here as long as they have. Hulk!
We gotta find a way to get out of Regent's bizarre portal world.
Now is not the time for a nap, big guy.
Guess this is all up to me.
Look, Mr. Stark, I don't know exactly where we are,
but if this place is anything like my previous experience with teleportation,
then it's using ion interaction.
Which means the negative ion displacer I built
could theoretically destabilize the region's borders, giving us a chance to get out.
I'm gonna need a lot more power.
[ascending whirring]
Yes! I can check slicing a hole in reality off my bucket list!
Ha! I really wish you were awake to see that.
Burnt out the displacer, but at least we've got a way out.
[imitating Iron Man] "Oh, good work, pajamas. You're a genius."
[in own voice] "Aw, you're too kind."
[whoosh]
Uh-oh.
It's not holding.
Okay, maybe I'm glad you're not awake to see this.
We're not gonna make it in time. Please have some juice left.
Okay, Avengers, this might come off as a little clingy,
but you all need to come with me right now.
[straining]
Yes!
Oh, come on! Come on, come on, come on,
come on, come on, come on, come on, come on, come on, come on!
[grunting]
Come on, come on, come on, come on, come on!
[grunts] Whoa!
I'll find a way to rescue you, Avengers.
Right after I'm done falling into the river! [grunts]
[ship horn blaring]
Well, this suit is trashed.
Literally.
[Spider-Man in spooky voice] Yuri!
[gasps]
It's the ghost of Spider-Man.
[spooky vocalizing]
Ohh.
Hello. Miss me?
I saw on the news everyone thinks Regent destroyed me.
Yeah. I didn't know whether to throw a memorial or a celebratory parade.
Ouch.
What happened to you?
Ah, no biggie.
Just teleported to some weird dimension
that was holding all the Avengers.
So you rescued them?
Yeah!
Well, no, technically.
It's harder to escape another dimension than you think.
But teleportation-- that's on my list.
What list?
Seeing the Regent in action convinced me.
This is the part where you get to say, "I told you so."
I would never.
The Regent used
several different powers during your fight with him.
Electricity like Electro. Sand like Sand Girl.
Teleportation like Cloak.
Right. But he also used ice powers,
strange wind control, and some green blast that really hurt.
[groans] Still.
You mean ice like Frostbite, wind like Whirlwind,
and those blasts like Paradox?
[scoffs] Never heard of these guys.
That's because you don't have access
to the secure files I've been researching.
And all of them have one thing in common.
Care to guess?
They're all being held
in a certain super-villain prison called--
I don't know-- the Cellar?
Exactly. They might not have escaped,
but somehow Regent is using all their powers.
But you said the Cellar couldn't be compromised.
Well, maybe I... wasn't right.
Mm. Mm-hmm. Mm-hmm. Mm-hmm.
[whispers] I told you so.
Nice ride. Any chance I could drive?
I don't ask to shoot your webs.
Touché.
I gotta admit, I'm surprised your friend Augustus
is letting us inspect the Cellar.
He doesn't believe his facility has anything to hide.
And I completely trust him.
But that doesn't mean the prison hasn't been compromised from the outside.
How far out is this place?
I don't-- Whoa-ho-ho!
Never mind. Found it.
Augustus. Always good to see you.
Likewise.
And a pleasure to finally meet you, Spider-Man.
Wish this were under better circumstances,
but I'm certain after a personally guided tour by Shannon and I,
you will no longer have any doubts about the Cellar's security.
Let's get started, shall we?
[Spider-Man] Electro, Molten Man, Sand Girl.
Not exactly a meeting of the Spider-Man fan club.
You have nothing to fear.
I designed these cells to suppress the powers of the occupants inside.
They are harmless.
If this is an ultra-secure prison,
where are all the guards?
Our security drones are the guards here.
They also deliver meals, clean, and provide medical scans.
All computer controlled, of course.
Can I check out your system? Take a look at your security logs?
No way. You're not authorized to--
Of course you can. Please grant him special permission access.
Whoa-oa-oa! Time to touch stuff!
As I said on the phone, this Regent has powers
[Spider-Man muttering]
that exactly match inmates here.
I need to determine what the connection is.
I doubt there is one.
[Spider-Man chuckles]
Whoever this villain is,
[Spider-Man muttering]
he must have found a way to mimic the powers of others.
Hmm?
[Shannon] It's possible the criminal is intentionally using powers
that seem to lead back to the Cellar,
[grunting]
as a way to mislead your investigation.
Oh! [laughs]
[digital buzzing]
Huh. Uh...
Why are these files blocked?
Shannon should have given you full access.
[digital buzz]
Well, your database doesn't seem to think so.
Rude.
Shannon, are you sure you gave him master authorization?
Maybe a counter-cross decryption would--
[digital buzz]
[beeps]
There! Unlocked.
[Yuri] Are these schematics for the Regent's gear?
[Augustus] How could this be in our system without us knowing?
The files were created anonymously.
But hold on.
[beeping]
I found access to an off-site terminal
where they originated.
Who's User 21A9?
There-- Th-There must be some mistake.
That's my access code.
Then you're coming with me to answer some questions, Ms. Stillwell.
It wasn't me. Someone from outside must have broken in using my code.
Augustus, you have to trust me.
Shannon... I want to believe you, but--
Go with Yuri for now.
Let's go, Spider-Man.
No. The Avengers were teleported
using powers from one of the villains here.
I'm not leaving until I find them.
Consulting the superpowers index.
[beeps]
Teleportation. Let's see.
There's the Spot, Cloak--
Let's start with Cloak.
Black Widow suspected him.
Do what you need to do, Yuri.
Spider-Man and I will work here.
[soft thudding]
Wow, Electro. Ooh.
[thudding continues]
Doesn't seem like you're too happy to see me.
Eh, well, understandable.
You're Cloak, right?
Don't pretend you don't know me.
Look, I can't see Dagg from here.
Can you tell me if she's okay?
I think Regent
used your powers to capture the Avengers.
You're going to help get them back.
Look, I don't know what you're talking about,
but my teleportation doesn't work in here.
These cells only drain our powers.
It's torture.
Drain?
So the Regent's been using your powers against your will?
Augustus, you designed these cells. How could Shannon do that?
Shannon didn't do anything except take the fall.
[laughing]
What?
I warned you to stay away, Spider-Man,
but you wouldn't let it go.
And now you'll pay for it!
[ascending whirring]
You're hurting them!
[beeping]
I'm giving them a purpose!
Let me guess what that means.
Electro-blast! Called it.
Dude, chill! [grunts]
Actually, uh, de-thaw! Ice off! [yells]
What's the deal, Augustus? You're so proud
of these cells you designed, you want to stay in one?
Mine is the perfect plan,
crafted through years of patience,
designed so the so-called Avengers
would be subject to my vengeance.
What did the Earth's Mightiest Heroes ever do to you?
I know most of them. Pretty nice.
Except Hulk when he's grumpy. Or even when he's not.
You never saw how they treated my father.
He may have made a few criminal mistakes,
but the Avengers put him away for life.
They took him from me!
Wait. You built a whole prison
so you could steal powers and work out your anger issues?
[scoffs] Like that plan wasn't gonna fall apart.
[imitating Regent] "I'm the Regent, and my plans are overly complicated."
Nice!
I love goading villains into busting their own stuff.
[grunts]
Not overly complicated.
My plans have already succeeded.
I punished the Avengers that hurt my father,
and anyone else that got in my way.
Once I'm rid of you,
I'll shut down the Regent program
and make sure Shannon takes all the blame.
[grunting]
You are a terrible boss!
[grunts]
[groaning]
[ascending whirring]
[laughing]
[grunts]
Everything still looks normal.
Of course. He's still in a coma,
so nothing's different at all.
[grunts] Hurry. Modulate the power coupling.
Can't we just tell them you're okay?
Time is of the essence.
If the doctors find me awake, there will be a barrage of tests.
You seriously know the identity of that guy that attacked Spidey?
Not precisely, but it's clear
every power he's used belongs to an inmate currently at the Cellar.
How are you sure of that?
Because I wa--
I myself was incarcerated there last summer.
I am afraid there is much you do not know about me.
I'm aware of your history, Otto.
But I'm also aware that you are no longer that person.
You have faith that I am a changed man?
More of a hypothesis.
Let's save Spider-Man so you can prove me right.
[keyboard clacking]
[straining]
[grunts]
Boy, this battle's really heating up.
Ha! I got a million of 'em.
[grunts]
[grunts, groans]
Where are your quips now?
[grunts]
Dagger!
Tandy, I swear I'll find a way to get you out!
Whoa-oa-oa! [grunts, groans]
Whoa! You saved me!
Are you sure you're really one of the bad guys?
[strained] I can't keep teleporting it forever.
Too drained from the cell!
You won't have to. Look!
His power's draining!
[grunting]
[grunts]
That's it. Just take a nice rest.
[grunts] Don't worry.
Plenty more resources.
[ascending whirring]
You only delay the inevitable.
We don't want to be standing here when the nega-beams start flying.
[Cloak] I got you!
Drones, find the prisoner Cloak!
Dagger and I didn't want any of this.
Idea. You teleport him into the empty cell,
I web it shut, then we go for nachos.
I don't have enough power.
I need to free Dagger so she can recharge me.
[drones approaching]
There is no escape from the Cellar.
Drones, attack!
[grunts] Security, deactivate!
Code AUR-21!
Are you friends with these robots?
Uh, not that I remember.
It is I who command the drones,
[yelps]
as if they were my minions!
Ock?! What?! You're awake?
And in my lenses? They can't do that.
They could not until now,
with Anna Maria's help.
Hi!
And with parts cannibalized from spare medical equipment,
we built a device that can transmit directly to you.
You broke into the computer systems
of the most secure prison in the world
from your hospital bed?
Ugh. Save your adulation for later.
These drones merely buy you time.
I am accessing the security doors
to create the pathway for your escape.
No. No escape.
What?
Look what he's doing to these inmates.
They're suffering. I have to stop the Regent, not run.
That is foolhardy... but noble.
Story of my life. Can you open Dagger's cell?
Of course. But Cloak and Dagger are criminals. I would not trust them.
They might not be as evil as you thought.
And irony alert. Ock, you are warning me
not to trust villains. You.
I recognize the irony you speak of.
Opening the cell now.
Ty!
I need your strength.
[laughs] Trying to power up?
You haven't seen a true power-up yet.
[ascending whirring]
[gasps, grunts]
[Cloak yells]
No.
[electricity arcing]
He's draining them all!
[yells]
He has every superpower at once!
[grunts]
He's a one-man Sinister Six...hundred!
Aahh!
[groaning]
Look, Regent, you're going to destroy them!
I do what it takes to reach my goals, no matter the cost!
[Dagger, Cloak grunt]
[Dr. Octavius] The storage room to the right! Now!
We're cornered! Why would you send us here?
[grunting]
Because... this!
[Regent grunts] I built this prison!
You think you can hide from me in here?
[blow lands on door]
I saw the schematics for Regent's gear.
[blow lands]
It needed some kind of central processor.
[blow lands]
[Dr. Octavius] Umm, yes.
[blow lands]
We see it! A transmitter.
[blow lands]
Shut it down, and you take away the Regent's powers.
Through here!
[grunting]
[yells]
The route straight ahead leads to the transmitter.
To the left, an emergency escape tunnel.
The Regent's burning them out.
They're villains, but they're also human beings.
That way leads to escape,
but that way gives us a chance to stop the Regent.
I can't make the decision for you, but I'm staying.
Tiberius Stone turned us into what we are.
Treated us like pawns.
We're not gonna run away while someone exploits other people.
We're with you, Spidey.
Then come on!
There! That spire is his power transmitter.
We need to put it out of commission.
[grunts]
[thunderous thud]
[Regent yells]
[yells]
[grunts]
Whoa! [grunts]
[groans]
You can't save them, if that's what you think.
I won't let you!
[Dagger grunts]
[grunts]
[Dr. Octavius] He is choosing to focus on Cloak!
"Save them"?
Maybe he doesn't mean save the inmates he's draining.
The Avengers!
[grunts]
When I saw them, they were floating in this dark void.
Could've been the pocket dimension I pass through when I teleport.
You remember. It's where I sent you when we first fought.
Yeah. Right. Can you get them back?
[yells]
I don't have enough energy!
You can do it, if I give you every ounce of power I have.
That could destroy you!
To save the Avengers, I'll take that risk.
[Spider-Man] I'm buying you as much time as I can!
No!
Time's up!
This ends now!
Ha! Nega-beams combined with energy blasts
were enough to disintegrate them.
You're completely alone now, Spider-Man.
Not from where I'm standing.
[grunts]
Noooo!
I destroyed you!
I'd get a second opinion on that.
Avengers Assemble!
[grunting]
Iron Man, take down that force field, and we can stop this!
[grunts]
[descending whirring]
No!
My plan was perfect!
[grunting]
[grunts]
[groaning]
That's for throwing Hulk!
Yes! Team-up of the century!
Up top. Anyone?
Anyone. [groans]
Thanks for saving our lives,
even if you have been a big jerk lately.
About that. What if I told you
an evil villain swapped minds with me?
I knew it was something like that!
My guess was aliens.
So, we're cool? You believe me?
Hello! I'm an Avenger.
We see way weirder stuff than that.
So, yeah. We're cool.
Good work out here today, soldiers.
Always good to meet new heroes.
"Heroes"?
Shannon Stillwell is no longer under suspicion,
but her former employer, Augustus Roman,
is headed for a long stay in a prison that he designed.
That's justice for ya.
[gasps]
Oh.
Hey, he's-- He's suddenly awake.
I'll get the doctors!
Peter! Good to see you in one piece.
I know this is strange, but I wanted to say...
Ock, despite everything you did to me,
if it weren't for your help, I wouldn't have gotten out of there alive.
Maybe no one would have.
Hmm. [clears throat]
Gratitude is unnecessary.
You saved my life when you brought my consciousness back here,
so I... [cleared throat] merely repaid my debt.
I think the words you're looking for are, "You're welcome, Peter."
You are welcome, Peter.
Welcome back, Ock.