1
00:00:03,580 --> 00:00:06,040
I got the proposal in
just under the wire.
2
00:00:06,040 --> 00:00:10,419
If approved, it'll be enough
to upgrade every lab
at Midtown High, and--
3
00:00:10,419 --> 00:00:11,789
[door opens]
4
00:00:11,789 --> 00:00:13,669
Sorry.
Just doing my rounds.
5
00:00:13,669 --> 00:00:16,120
It's good that
you're talking to him.
6
00:00:16,120 --> 00:00:17,670
That helps
with coma recovery.
7
00:00:17,670 --> 00:00:20,000
Any idea when
he might wake up?
8
00:00:20,000 --> 00:00:21,539
Hard to tell.
9
00:00:21,539 --> 00:00:24,289
But his brain waves, vitals--
it all looks good.
10
00:00:24,289 --> 00:00:26,789
It might take a while,
but I'm sure
Doctor Octopus will--
11
00:00:26,789 --> 00:00:29,079
Otto.
12
00:00:26,789 --> 00:00:29,079
Excuse me?
13
00:00:29,079 --> 00:00:33,920
His name is Otto Octavius.
That other person--
that's not him anymore.
14
00:00:33,920 --> 00:00:37,670
Sure. I better finish
my rounds.
15
00:00:42,670 --> 00:00:46,210
[clicks]
16
00:00:42,670 --> 00:00:46,210
...the scene only moments ago
as Spider-Man,
17
00:00:46,210 --> 00:00:49,000
who, to everyone's surprise,
has actually
been helpful recently,
18
00:00:49,000 --> 00:00:52,170
was battling
an unknown criminal
using some kind of new costume
19
00:00:52,170 --> 00:00:55,710
against his enemy's
wide range of changing powers.
20
00:00:55,710 --> 00:00:59,619
But it wasn't enough
to stop this new menace.
21
00:00:59,619 --> 00:01:02,119
As you can see,
Spider-Man disappeared--
22
00:01:02,119 --> 00:01:05,420
possibly destroyed--
right in front of our eyes.
23
00:01:05,420 --> 00:01:08,579
We've also had reports
of similar attacks
happening to the Avengers.
24
00:01:08,579 --> 00:01:10,210
Oh, no.
25
00:01:10,210 --> 00:01:12,710
Parker...
26
00:01:12,710 --> 00:01:16,879
Otto!
27
00:01:12,710 --> 00:01:16,879
Anna Maria,
Spider-Man needs help.
28
00:01:19,120 --> 00:01:21,120
[groans]
29
00:01:21,120 --> 00:01:22,920
Where am I?
30
00:01:22,920 --> 00:01:27,120
Well, the good news is...
I found the Avengers.
31
00:01:28,460 --> 00:01:30,460
They look alive and well,
32
00:01:30,460 --> 00:01:32,250
if a little
on the unconscious side,
33
00:01:32,250 --> 00:01:34,000
which is what I bet
is gonna happen to me
34
00:01:34,000 --> 00:01:36,289
if I stay in here
as long as they have.
Hulk!
35
00:01:36,289 --> 00:01:39,960
We gotta find a way
to get out of Regent's
bizarre portal world.
36
00:01:39,960 --> 00:01:42,710
Now is not the time
for a nap, big guy.
37
00:01:45,579 --> 00:01:48,539
Guess this is
all up to me.
38
00:01:48,539 --> 00:01:51,379
Look, Mr. Stark,
I don't know
exactly where we are,
39
00:01:51,379 --> 00:01:55,039
but if this place is anything
like my previous experience
with teleportation,
40
00:01:55,039 --> 00:01:56,960
then it's using ion interaction.
41
00:01:56,960 --> 00:01:59,879
Which means the negative ion
displacer I built
42
00:01:59,879 --> 00:02:04,459
could theoretically destabilize
the region's borders,
giving us a chance to get out.
43
00:02:04,459 --> 00:02:06,829
I'm gonna need
a lot more power.
44
00:02:04,459 --> 00:02:06,829
[ascending whirring]
45
00:02:10,169 --> 00:02:14,210
Yes! I can check slicing
a hole in reality
off my bucket list!
46
00:02:14,210 --> 00:02:17,079
Ha! I really wish
you were awake to see that.
47
00:02:17,079 --> 00:02:19,539
Burnt out the displacer,
but at least we've got
a way out.
48
00:02:19,539 --> 00:02:22,579
[imitating Iron Man]
"Oh, good work, pajamas.
You're a genius."
49
00:02:22,579 --> 00:02:24,120
[in own voice]
"Aw, you're too kind."
50
00:02:24,120 --> 00:02:25,420
[whoosh]
51
00:02:24,120 --> 00:02:25,420
Uh-oh.
52
00:02:26,620 --> 00:02:28,579
It's not holding.
53
00:02:28,579 --> 00:02:30,420
Okay, maybe I'm glad
you're not awake to see this.
54
00:02:42,000 --> 00:02:45,879
We're not gonna make it in time.
Please have some juice left.
55
00:02:48,250 --> 00:02:51,170
Okay, Avengers,
this might come off
as a little clingy,
56
00:02:51,170 --> 00:02:54,379
but you all need
to come with me right now.
57
00:02:54,379 --> 00:02:57,250
[straining]
58
00:02:57,250 --> 00:03:00,000
Yes!
59
00:03:00,000 --> 00:03:03,080
Oh, come on!
Come on, come on, come on,
60
00:03:03,080 --> 00:03:05,250
come on, come on, come on,
come on, come on, come on,
come on!
61
00:03:05,250 --> 00:03:07,210
[grunting]
62
00:03:07,210 --> 00:03:09,330
Come on, come on, come on,
come on, come on!
63
00:03:09,330 --> 00:03:11,120
[grunts]
Whoa!
64
00:03:11,120 --> 00:03:13,500
I'll find a way
to rescue you, Avengers.
65
00:03:13,500 --> 00:03:17,879
Right after I'm done
falling into the river!
[grunts]
66
00:03:17,879 --> 00:03:21,000
[ship horn blaring]
67
00:03:21,000 --> 00:03:24,039
Well, this suit is trashed.
68
00:03:24,039 --> 00:03:25,750
Literally.
69
00:03:28,079 --> 00:03:30,329
[Spider-Man in spooky voice]
Yuri!
70
00:03:28,079 --> 00:03:30,329
[gasps]
71
00:03:30,329 --> 00:03:33,079
It's the ghost
of Spider-Man.
72
00:03:33,079 --> 00:03:34,620
[spooky vocalizing]
73
00:03:34,620 --> 00:03:36,210
Ohh.
74
00:03:40,829 --> 00:03:43,250
Hello. Miss me?
75
00:03:43,250 --> 00:03:46,329
I saw on the news
everyone thinks
Regent destroyed me.
76
00:03:46,329 --> 00:03:50,170
Yeah. I didn't know whether
to throw a memorial
or a celebratory parade.
77
00:03:50,170 --> 00:03:51,879
Ouch.
78
00:03:50,170 --> 00:03:51,879
What happened to you?
79
00:03:51,879 --> 00:03:53,210
Ah, no biggie.
80
00:03:53,210 --> 00:03:55,210
Just teleported
to some weird dimension
81
00:03:55,210 --> 00:03:57,960
that was holding
all the Avengers.
82
00:03:57,960 --> 00:04:00,210
So you rescued them?
83
00:03:57,960 --> 00:04:00,210
Yeah!
84
00:04:00,210 --> 00:04:02,330
Well, no, technically.
85
00:04:02,330 --> 00:04:04,919
It's harder to escape
another dimension
than you think.
86
00:04:04,919 --> 00:04:07,120
But teleportation--
that's on my list.
87
00:04:07,120 --> 00:04:11,000
What list?
88
00:04:07,120 --> 00:04:11,000
Seeing the Regent in action
convinced me.
89
00:04:11,000 --> 00:04:13,750
This is the part
where you get to say,
"I told you so."
90
00:04:13,750 --> 00:04:16,000
I would never.
91
00:04:13,750 --> 00:04:16,000
The Regent used
92
00:04:16,000 --> 00:04:18,170
several different powers
during your fight with him.
93
00:04:18,170 --> 00:04:21,079
Electricity like Electro.
Sand like Sand Girl.
94
00:04:21,079 --> 00:04:23,209
Teleportation like Cloak.
95
00:04:23,209 --> 00:04:25,790
Right. But he
also used ice powers,
96
00:04:25,790 --> 00:04:29,829
strange wind control,
and some green blast
that really hurt.
97
00:04:29,829 --> 00:04:31,750
[groans]
Still.
98
00:04:31,750 --> 00:04:35,209
You mean ice like Frostbite,
wind like Whirlwind,
99
00:04:35,209 --> 00:04:37,750
and those blasts like Paradox?
100
00:04:37,750 --> 00:04:40,000
[scoffs]
Never heard of these guys.
101
00:04:40,000 --> 00:04:41,790
That's because
you don't have access
102
00:04:41,790 --> 00:04:43,790
to the secure files
I've been researching.
103
00:04:43,790 --> 00:04:46,170
And all of them
have one thing in common.
104
00:04:46,170 --> 00:04:47,790
Care to guess?
105
00:04:47,790 --> 00:04:49,500
They're all being held
106
00:04:49,500 --> 00:04:52,209
in a certain super-villain
prison called--
107
00:04:52,209 --> 00:04:54,500
I don't know--
the Cellar?
108
00:04:54,500 --> 00:04:57,079
Exactly.
They might not have escaped,
109
00:04:57,079 --> 00:05:00,420
but somehow Regent
is using all their powers.
110
00:05:00,420 --> 00:05:03,209
But you said the Cellar
couldn't be compromised.
111
00:05:03,209 --> 00:05:06,670
Well, maybe I...
wasn't right.
112
00:05:06,670 --> 00:05:09,459
Mm. Mm-hmm.
Mm-hmm. Mm-hmm.
113
00:05:09,459 --> 00:05:11,459
[whispers]
I told you so.
114
00:05:14,040 --> 00:05:17,079
Nice ride.
Any chance I could drive?
115
00:05:17,079 --> 00:05:20,079
I don't ask
to shoot your webs.
116
00:05:17,079 --> 00:05:20,079
Touché.
117
00:05:20,079 --> 00:05:22,250
I gotta admit, I'm surprised
your friend Augustus
118
00:05:22,250 --> 00:05:24,040
is letting us
inspect the Cellar.
119
00:05:24,040 --> 00:05:26,620
He doesn't believe his facility
has anything to hide.
120
00:05:26,620 --> 00:05:28,379
And I completely trust him.
121
00:05:28,379 --> 00:05:32,420
But that doesn't mean the prison
hasn't been compromised
from the outside.
122
00:05:32,420 --> 00:05:34,290
How far out is this place?
123
00:05:34,290 --> 00:05:36,620
I don't-- Whoa-ho-ho!
124
00:05:38,709 --> 00:05:40,709
Never mind. Found it.
125
00:05:43,040 --> 00:05:45,209
Augustus.
Always good to see you.
126
00:05:45,209 --> 00:05:47,040
Likewise.
127
00:05:47,040 --> 00:05:50,000
And a pleasure to finally
meet you, Spider-Man.
128
00:05:50,000 --> 00:05:52,420
Wish this were under
better circumstances,
129
00:05:52,420 --> 00:05:56,079
but I'm certain after
a personally guided tour
by Shannon and I,
130
00:05:56,079 --> 00:05:59,170
you will no longer
have any doubts
about the Cellar's security.
131
00:05:59,170 --> 00:06:01,250
Let's get started,
shall we?
132
00:06:03,000 --> 00:06:05,750
[Spider-Man]
Electro, Molten Man, Sand Girl.
133
00:06:05,750 --> 00:06:08,120
Not exactly a meeting
of the Spider-Man fan club.
134
00:06:08,120 --> 00:06:10,379
You have
nothing to fear.
135
00:06:10,379 --> 00:06:13,959
I designed these cells
to suppress the powers
of the occupants inside.
136
00:06:13,959 --> 00:06:17,170
They are harmless.
137
00:06:13,959 --> 00:06:17,170
If this is
an ultra-secure prison,
138
00:06:17,170 --> 00:06:20,120
where are all the guards?
139
00:06:17,170 --> 00:06:20,120
Our security drones
are the guards here.
140
00:06:20,120 --> 00:06:23,750
They also deliver meals,
clean, and provide
medical scans.
141
00:06:23,750 --> 00:06:25,750
All computer controlled,
of course.
142
00:06:25,750 --> 00:06:28,750
Can I check out your system?
Take a look
at your security logs?
143
00:06:28,750 --> 00:06:31,170
No way. You're not
authorized to--
144
00:06:31,170 --> 00:06:35,170
Of course you can.
Please grant him
special permission access.
145
00:06:37,000 --> 00:06:39,459
Whoa-oa-oa!
Time to touch stuff!
146
00:06:39,459 --> 00:06:42,540
As I said on the phone,
this Regent has powers
147
00:06:39,459 --> 00:06:42,540
[Spider-Man muttering]
148
00:06:42,540 --> 00:06:44,959
that exactly match
inmates here.
149
00:06:44,959 --> 00:06:47,290
I need to determine
what the connection is.
150
00:06:47,290 --> 00:06:49,040
I doubt there is one.
151
00:06:47,290 --> 00:06:49,040
[Spider-Man chuckles]
152
00:06:49,040 --> 00:06:50,920
Whoever this villain is,
153
00:06:49,040 --> 00:06:50,920
[Spider-Man muttering]
154
00:06:50,920 --> 00:06:53,329
he must have found a way
to mimic the powers of others.
155
00:06:53,329 --> 00:06:56,959
Hmm?
156
00:06:53,329 --> 00:06:56,959
[Shannon]
It's possible the criminal
is intentionally using powers
157
00:06:56,959 --> 00:06:58,959
that seem to lead
back to the Cellar,
158
00:06:56,959 --> 00:06:58,959
[grunting]
159
00:06:58,959 --> 00:07:02,000
as a way to mislead
your investigation.
160
00:06:58,959 --> 00:07:02,000
Oh! [laughs]
161
00:07:02,000 --> 00:07:03,670
[digital buzzing]
162
00:07:02,000 --> 00:07:03,670
Huh. Uh...
163
00:07:03,670 --> 00:07:05,540
Why are these
files blocked?
164
00:07:05,540 --> 00:07:07,879
Shannon should have
given you full access.
165
00:07:07,879 --> 00:07:11,000
[digital buzz]
166
00:07:07,879 --> 00:07:11,000
Well, your database
doesn't seem to think so.
167
00:07:11,000 --> 00:07:15,170
Rude.
168
00:07:11,000 --> 00:07:15,170
Shannon, are you sure you
gave him master authorization?
169
00:07:15,170 --> 00:07:17,170
Maybe a counter-cross
decryption would--
170
00:07:15,170 --> 00:07:17,170
[digital buzz]
171
00:07:17,170 --> 00:07:19,459
[beeps]
172
00:07:17,170 --> 00:07:19,459
There! Unlocked.
173
00:07:22,000 --> 00:07:24,040
[Yuri]
Are these schematics
for the Regent's gear?
174
00:07:24,040 --> 00:07:26,459
[Augustus]
How could this be in our system
without us knowing?
175
00:07:26,459 --> 00:07:28,620
The files were
created anonymously.
176
00:07:28,620 --> 00:07:30,170
But hold on.
177
00:07:28,620 --> 00:07:30,170
[beeping]
178
00:07:30,170 --> 00:07:32,000
I found access
to an off-site terminal
179
00:07:32,000 --> 00:07:34,000
where they originated.
180
00:07:34,000 --> 00:07:35,879
Who's User 21A9?
181
00:07:35,879 --> 00:07:38,000
There-- Th-There must
be some mistake.
182
00:07:38,000 --> 00:07:40,000
That's my access code.
183
00:07:40,000 --> 00:07:42,959
Then you're coming with me
to answer some questions,
Ms. Stillwell.
184
00:07:42,959 --> 00:07:46,420
It wasn't me.
Someone from outside must have
broken in using my code.
185
00:07:46,420 --> 00:07:48,670
Augustus,
you have to trust me.
186
00:07:48,670 --> 00:07:53,120
Shannon...
I want to believe you, but--
187
00:07:53,120 --> 00:07:54,879
Go with Yuri for now.
188
00:07:54,879 --> 00:07:56,040
Let's go, Spider-Man.
189
00:07:56,040 --> 00:07:58,829
No. The Avengers
were teleported
190
00:07:58,829 --> 00:08:01,120
using powers from
one of the villains here.
191
00:08:01,120 --> 00:08:02,959
I'm not leaving
until I find them.
192
00:08:02,959 --> 00:08:05,170
Consulting
the superpowers index.
193
00:08:02,959 --> 00:08:05,170
[beeps]
194
00:08:05,170 --> 00:08:07,920
Teleportation.
Let's see.
195
00:08:07,920 --> 00:08:11,879
There's the Spot,
Cloak--
196
00:08:07,920 --> 00:08:11,879
Let's start with Cloak.
197
00:08:11,879 --> 00:08:14,540
Black Widow suspected him.
198
00:08:11,879 --> 00:08:14,540
Do what you need to do, Yuri.
199
00:08:14,540 --> 00:08:17,540
Spider-Man and I
will work here.
200
00:08:20,500 --> 00:08:22,290
[soft thudding]
201
00:08:22,290 --> 00:08:24,079
Wow, Electro. Ooh.
202
00:08:22,290 --> 00:08:24,079
[thudding continues]
203
00:08:24,079 --> 00:08:26,079
Doesn't seem like
you're too happy to see me.
204
00:08:26,079 --> 00:08:28,079
Eh, well, understandable.
205
00:08:32,830 --> 00:08:34,460
You're Cloak, right?
206
00:08:34,460 --> 00:08:36,289
Don't pretend
you don't know me.
207
00:08:36,289 --> 00:08:38,210
Look, I can't see Dagg
from here.
208
00:08:38,210 --> 00:08:40,419
Can you tell me
if she's okay?
209
00:08:38,210 --> 00:08:40,419
I think Regent
210
00:08:40,419 --> 00:08:42,789
used your powers
to capture the Avengers.
211
00:08:42,789 --> 00:08:44,580
You're going to help
get them back.
212
00:08:44,580 --> 00:08:46,580
Look, I don't know
what you're talking about,
213
00:08:46,580 --> 00:08:48,710
but my teleportation
doesn't work in here.
214
00:08:48,710 --> 00:08:51,210
These cells
only drain our powers.
215
00:08:51,210 --> 00:08:53,289
It's torture.
216
00:08:51,210 --> 00:08:53,289
Drain?
217
00:08:53,289 --> 00:08:57,419
So the Regent's been using
your powers against your will?
218
00:08:57,419 --> 00:09:01,379
Augustus,
you designed these cells.
How could Shannon do that?
219
00:09:01,379 --> 00:09:04,669
Shannon didn't do anything
except take the fall.
220
00:09:04,669 --> 00:09:06,169
[laughing]
221
00:09:04,669 --> 00:09:06,169
What?
222
00:09:08,580 --> 00:09:11,539
I warned you
to stay away, Spider-Man,
223
00:09:11,539 --> 00:09:13,580
but you wouldn't let it go.
224
00:09:13,580 --> 00:09:15,000
And now you'll pay for it!
225
00:09:13,580 --> 00:09:15,000
[ascending whirring]
226
00:09:19,960 --> 00:09:20,960
[ascending whirring]
227
00:09:20,960 --> 00:09:22,539
You're hurting them!
228
00:09:22,539 --> 00:09:23,580
[beeping]
229
00:09:23,580 --> 00:09:26,289
I'm giving them a purpose!
230
00:09:26,289 --> 00:09:27,919
Let me guess what that means.
231
00:09:27,919 --> 00:09:29,879
Electro-blast! Called it.
232
00:09:31,120 --> 00:09:33,750
Dude, chill!
[grunts]
233
00:09:33,750 --> 00:09:37,080
Actually, uh, de-thaw!
Ice off!
[yells]
234
00:09:40,210 --> 00:09:42,500
What's the deal,
Augustus?
You're so proud
235
00:09:42,500 --> 00:09:44,789
of these cells you designed,
you want to stay in one?
236
00:09:44,789 --> 00:09:47,330
Mine is the perfect plan,
237
00:09:47,330 --> 00:09:49,789
crafted through
years of patience,
238
00:09:49,789 --> 00:09:52,500
designed so
the so-called Avengers
239
00:09:52,500 --> 00:09:55,000
would be subject
to my vengeance.
240
00:09:55,000 --> 00:09:58,289
What did
the Earth's Mightiest Heroes
ever do to you?
241
00:09:58,289 --> 00:10:00,580
I know most of them.
Pretty nice.
242
00:10:00,580 --> 00:10:03,750
Except Hulk when he's grumpy.
Or even when he's not.
243
00:10:03,750 --> 00:10:06,379
You never saw how
they treated my father.
244
00:10:06,379 --> 00:10:08,580
He may have made
a few criminal mistakes,
245
00:10:08,580 --> 00:10:10,960
but the Avengers
put him away for life.
246
00:10:10,960 --> 00:10:13,750
They took him from me!
247
00:10:13,750 --> 00:10:16,500
Wait. You built
a whole prison
248
00:10:16,500 --> 00:10:18,960
so you could steal powers
and work out your anger issues?
249
00:10:18,960 --> 00:10:22,419
[scoffs]
Like that plan wasn't
gonna fall apart.
250
00:10:22,419 --> 00:10:26,330
[imitating Regent]
"I'm the Regent, and my plans
are overly complicated."
251
00:10:26,330 --> 00:10:27,789
Nice!
252
00:10:27,789 --> 00:10:30,210
I love goading villains into
busting their own stuff.
253
00:10:30,210 --> 00:10:32,080
[grunts]
254
00:10:30,210 --> 00:10:32,080
Not overly complicated.
255
00:10:32,080 --> 00:10:34,080
My plans have
already succeeded.
256
00:10:34,080 --> 00:10:36,919
I punished the Avengers
that hurt my father,
257
00:10:36,919 --> 00:10:39,580
and anyone else
that got in my way.
258
00:10:39,580 --> 00:10:41,120
Once I'm rid of you,
259
00:10:41,120 --> 00:10:43,500
I'll shut down
the Regent program
260
00:10:43,500 --> 00:10:45,750
and make sure Shannon
takes all the blame.
261
00:10:45,750 --> 00:10:47,750
[grunting]
262
00:10:47,750 --> 00:10:50,379
You are a terrible boss!
263
00:10:47,750 --> 00:10:50,379
[grunts]
264
00:10:50,379 --> 00:10:52,289
[grunts]
265
00:10:53,289 --> 00:10:55,419
[grunts]
266
00:10:55,419 --> 00:10:57,120
[groaning]
267
00:10:57,120 --> 00:10:59,750
[ascending whirring]
268
00:10:59,750 --> 00:11:01,539
[laughing]
269
00:11:01,539 --> 00:11:02,750
[grunts]
270
00:11:04,620 --> 00:11:07,379
Everything
still looks normal.
271
00:11:07,379 --> 00:11:09,379
Of course.
He's still in a coma,
272
00:11:09,379 --> 00:11:11,419
so nothing's
different at all.
273
00:11:16,789 --> 00:11:19,500
[grunts]
Hurry.
Modulate the power coupling.
274
00:11:19,500 --> 00:11:21,289
Can't we just tell them
you're okay?
275
00:11:21,289 --> 00:11:23,080
Time is of the essence.
276
00:11:23,080 --> 00:11:26,419
If the doctors find me awake,
there will be
a barrage of tests.
277
00:11:26,419 --> 00:11:29,500
You seriously know
the identity of that guy
that attacked Spidey?
278
00:11:29,500 --> 00:11:31,460
Not precisely,
but it's clear
279
00:11:31,460 --> 00:11:34,789
every power he's used
belongs to an inmate
currently at the Cellar.
280
00:11:34,789 --> 00:11:38,379
How are you sure of that?
281
00:11:34,789 --> 00:11:38,379
Because I wa--
282
00:11:38,379 --> 00:11:42,500
I myself
was incarcerated there
last summer.
283
00:11:42,500 --> 00:11:46,460
I am afraid there is much
you do not know about me.
284
00:11:46,460 --> 00:11:48,789
I'm aware of your history,
Otto.
285
00:11:48,789 --> 00:11:52,460
But I'm also aware
that you are no longer
that person.
286
00:11:52,460 --> 00:11:56,789
You have faith
that I am a changed man?
287
00:11:56,789 --> 00:11:59,210
More of a hypothesis.
288
00:11:59,210 --> 00:12:01,500
Let's save Spider-Man
so you can prove me right.
289
00:12:02,919 --> 00:12:04,460
[keyboard clacking]
290
00:12:04,460 --> 00:12:06,169
[straining]
291
00:12:06,169 --> 00:12:07,500
[grunts]
292
00:12:07,500 --> 00:12:09,419
Boy, this battle's
really heating up.
293
00:12:09,419 --> 00:12:12,169
Ha! I got a million
of 'em.
294
00:12:12,169 --> 00:12:14,379
[grunts]
295
00:12:12,169 --> 00:12:14,379
[grunts, groans]
296
00:12:14,379 --> 00:12:17,500
Where are
your quips now?
297
00:12:17,500 --> 00:12:18,500
[grunts]
298
00:12:19,919 --> 00:12:20,919
[grunts]
299
00:12:25,710 --> 00:12:27,379
Dagger!
300
00:12:27,379 --> 00:12:29,669
Tandy, I swear I'll find
a way to get you out!
301
00:12:29,669 --> 00:12:33,919
Whoa-oa-oa!
[grunts, groans]
302
00:12:36,750 --> 00:12:39,539
Whoa!
You saved me!
303
00:12:39,539 --> 00:12:42,169
Are you sure you're really
one of the bad guys?
304
00:12:42,169 --> 00:12:46,460
[strained]
I can't keep teleporting
it forever.
305
00:12:46,460 --> 00:12:48,460
Too drained from the cell!
306
00:12:48,460 --> 00:12:50,250
You won't have to.
Look!
307
00:12:50,250 --> 00:12:52,169
His power's draining!
308
00:12:50,250 --> 00:12:52,169
[grunting]
309
00:12:52,169 --> 00:12:55,460
[grunts]
310
00:12:52,169 --> 00:12:55,460
That's it.
Just take a nice rest.
311
00:12:55,460 --> 00:12:57,879
[grunts]
Don't worry.
312
00:12:57,879 --> 00:13:01,419
Plenty more resources.
313
00:12:57,879 --> 00:13:01,419
[ascending whirring]
314
00:13:01,419 --> 00:13:03,710
You only delay
the inevitable.
315
00:13:03,710 --> 00:13:06,419
We don't want
to be standing here when
the nega-beams start flying.
316
00:13:06,419 --> 00:13:07,960
[Cloak]
I got you!
317
00:13:09,000 --> 00:13:11,330
Drones, find the prisoner Cloak!
318
00:13:11,330 --> 00:13:13,419
Dagger and I
didn't want any of this.
319
00:13:13,419 --> 00:13:16,379
Idea. You teleport him
into the empty cell,
320
00:13:16,379 --> 00:13:18,500
I web it shut,
then we go for nachos.
321
00:13:18,500 --> 00:13:20,580
I don't have
enough power.
322
00:13:20,580 --> 00:13:23,419
I need to free Dagger
so she can recharge me.
323
00:13:20,580 --> 00:13:23,419
[drones approaching]
324
00:13:24,919 --> 00:13:27,419
There is no escape
from the Cellar.
325
00:13:27,419 --> 00:13:29,580
Drones, attack!
326
00:13:29,580 --> 00:13:32,879
[grunts]
Security, deactivate!
327
00:13:32,879 --> 00:13:34,580
Code AUR-21!
328
00:13:34,580 --> 00:13:36,580
Are you friends
with these robots?
329
00:13:36,580 --> 00:13:38,539
Uh, not that I remember.
330
00:13:38,539 --> 00:13:41,330
It is I
who command the drones,
331
00:13:38,539 --> 00:13:41,330
[yelps]
332
00:13:41,330 --> 00:13:43,379
as if they were my minions!
333
00:13:43,379 --> 00:13:46,710
Ock?! What?!
You're awake?
334
00:13:46,710 --> 00:13:49,330
And in my lenses?
They can't do that.
335
00:13:49,330 --> 00:13:51,419
They could not until now,
336
00:13:51,419 --> 00:13:53,710
with Anna Maria's help.
337
00:13:51,419 --> 00:13:53,710
Hi!
338
00:13:53,710 --> 00:13:57,379
And with parts cannibalized
from spare medical equipment,
339
00:13:57,379 --> 00:14:01,330
we built a device that can
transmit directly to you.
340
00:14:01,330 --> 00:14:03,330
You broke into
the computer systems
341
00:14:03,330 --> 00:14:05,000
of the most secure
prison in the world
342
00:14:05,000 --> 00:14:07,000
from your hospital bed?
343
00:14:07,000 --> 00:14:09,539
Ugh. Save your adulation
for later.
344
00:14:09,539 --> 00:14:11,330
These drones merely
buy you time.
345
00:14:11,330 --> 00:14:13,379
I am accessing
the security doors
346
00:14:13,379 --> 00:14:15,210
to create the pathway
for your escape.
347
00:14:15,210 --> 00:14:17,669
No. No escape.
348
00:14:15,210 --> 00:14:17,669
What?
349
00:14:17,669 --> 00:14:20,000
Look what he's doing
to these inmates.
350
00:14:20,000 --> 00:14:23,419
They're suffering.
I have to stop the Regent,
not run.
351
00:14:23,419 --> 00:14:26,879
That is foolhardy...
but noble.
352
00:14:26,879 --> 00:14:30,210
Story of my life.
Can you open Dagger's cell?
353
00:14:30,210 --> 00:14:34,419
Of course. But Cloak
and Dagger are criminals.
I would not trust them.
354
00:14:34,419 --> 00:14:37,080
They might not be
as evil as you thought.
355
00:14:37,080 --> 00:14:40,330
And irony alert.
Ock, you are warning me
356
00:14:40,330 --> 00:14:42,419
not to trust villains.
You.
357
00:14:42,419 --> 00:14:45,580
I recognize
the irony you speak of.
358
00:14:45,580 --> 00:14:47,330
Opening the cell now.
359
00:14:57,580 --> 00:14:58,830
Ty!
360
00:15:00,500 --> 00:15:02,539
I need your strength.
361
00:15:07,500 --> 00:15:10,080
[laughs]
Trying to power up?
362
00:15:10,080 --> 00:15:12,789
You haven't seen
a true power-up yet.
363
00:15:14,879 --> 00:15:16,460
[ascending whirring]
364
00:15:16,460 --> 00:15:18,789
[gasps, grunts]
365
00:15:16,460 --> 00:15:18,789
[Cloak yells]
366
00:15:18,789 --> 00:15:20,379
No.
367
00:15:20,379 --> 00:15:22,419
[electricity arcing]
368
00:15:22,419 --> 00:15:24,460
He's draining them all!
369
00:15:24,460 --> 00:15:26,669
[yells]
370
00:15:24,460 --> 00:15:26,669
He has every superpower
at once!
371
00:15:29,669 --> 00:15:31,080
[grunts]
372
00:15:31,080 --> 00:15:34,289
He's a one-man
Sinister Six...hundred!
373
00:15:36,669 --> 00:15:38,919
Aahh!
374
00:15:38,919 --> 00:15:41,289
[groaning]
375
00:15:43,830 --> 00:15:46,830
Look, Regent,
you're going to destroy them!
376
00:15:46,830 --> 00:15:51,710
I do what it takes
to reach my goals,
no matter the cost!
377
00:15:52,879 --> 00:15:54,879
[Dagger, Cloak grunt]
378
00:15:54,879 --> 00:15:56,919
[Dr. Octavius]
The storage room
to the right! Now!
379
00:15:59,330 --> 00:16:02,000
We're cornered!
Why would you send us here?
380
00:16:02,000 --> 00:16:04,789
[grunting]
381
00:16:02,000 --> 00:16:04,789
Because... this!
382
00:16:04,789 --> 00:16:07,460
[Regent grunts]
I built this prison!
383
00:16:07,460 --> 00:16:10,210
You think you can hide
from me in here?
384
00:16:07,460 --> 00:16:10,210
[blow lands on door]
385
00:16:10,210 --> 00:16:12,210
I saw the schematics
for Regent's gear.
386
00:16:10,210 --> 00:16:12,210
[blow lands]
387
00:16:12,210 --> 00:16:14,169
It needed some kind
of central processor.
388
00:16:12,210 --> 00:16:14,169
[blow lands]
389
00:16:14,169 --> 00:16:16,169
[Dr. Octavius]
Umm, yes.
390
00:16:14,169 --> 00:16:16,169
[blow lands]
391
00:16:16,169 --> 00:16:18,330
We see it!
A transmitter.
392
00:16:16,169 --> 00:16:18,330
[blow lands]
393
00:16:18,330 --> 00:16:20,750
Shut it down,
and you take away
the Regent's powers.
394
00:16:20,750 --> 00:16:22,960
Through here!
395
00:16:22,960 --> 00:16:25,580
[grunting]
396
00:16:25,580 --> 00:16:28,539
[yells]
397
00:16:32,879 --> 00:16:35,580
The route straight ahead
leads to the transmitter.
398
00:16:35,580 --> 00:16:38,379
To the left,
an emergency escape tunnel.
399
00:16:38,379 --> 00:16:41,539
The Regent's
burning them out.
400
00:16:41,539 --> 00:16:43,750
They're villains,
but they're also human beings.
401
00:16:43,750 --> 00:16:46,250
That way
leads to escape,
402
00:16:46,250 --> 00:16:49,620
but that way gives us
a chance to stop the Regent.
403
00:16:49,620 --> 00:16:52,379
I can't make
the decision for you,
but I'm staying.
404
00:16:52,379 --> 00:16:54,750
Tiberius Stone
turned us into what we are.
405
00:16:54,750 --> 00:16:56,789
Treated us like pawns.
406
00:16:56,789 --> 00:17:00,000
We're not gonna run away
while someone exploits
other people.
407
00:17:00,000 --> 00:17:03,830
We're with you, Spidey.
408
00:17:00,000 --> 00:17:03,830
Then come on!
409
00:17:09,960 --> 00:17:12,539
There!
That spire is his
power transmitter.
410
00:17:12,539 --> 00:17:14,880
We need to put it
out of commission.
411
00:17:14,880 --> 00:17:15,880
[grunts]
412
00:17:17,539 --> 00:17:19,420
[thunderous thud]
413
00:17:17,539 --> 00:17:19,420
[Regent yells]
414
00:17:22,500 --> 00:17:23,829
[yells]
415
00:17:27,079 --> 00:17:28,829
[yells]
416
00:17:28,829 --> 00:17:30,000
[grunts]
417
00:17:34,920 --> 00:17:36,920
Whoa!
[grunts]
418
00:17:36,920 --> 00:17:39,250
[groans]
419
00:17:39,250 --> 00:17:42,619
You can't save them,
if that's what you think.
420
00:17:42,619 --> 00:17:44,920
I won't let you!
421
00:17:42,619 --> 00:17:44,920
[Dagger grunts]
422
00:17:44,920 --> 00:17:48,289
[grunts]
423
00:17:44,920 --> 00:17:48,289
[Dr. Octavius] He is
choosing to focus on Cloak!
424
00:17:48,289 --> 00:17:49,920
"Save them"?
425
00:17:49,920 --> 00:17:52,710
Maybe he doesn't mean
save the inmates he's draining.
426
00:17:52,710 --> 00:17:54,000
The Avengers!
427
00:17:54,000 --> 00:17:55,920
[grunts]
428
00:17:55,920 --> 00:17:58,960
When I saw them,
they were floating
in this dark void.
429
00:17:58,960 --> 00:18:02,079
Could've been
the pocket dimension
I pass through when I teleport.
430
00:18:02,079 --> 00:18:04,710
You remember.
It's where I sent you
when we first fought.
431
00:18:04,710 --> 00:18:06,880
Yeah. Right.
Can you get them back?
432
00:18:09,420 --> 00:18:11,960
[yells]
433
00:18:09,420 --> 00:18:11,960
I don't have enough energy!
434
00:18:11,960 --> 00:18:14,920
You can do it, if I give you
every ounce of power I have.
435
00:18:14,920 --> 00:18:16,500
That could destroy you!
436
00:18:16,500 --> 00:18:19,829
To save the Avengers,
I'll take that risk.
437
00:18:19,829 --> 00:18:22,880
[Spider-Man]
I'm buying you as much time
as I can!
438
00:18:22,880 --> 00:18:25,539
No!
439
00:18:22,880 --> 00:18:25,539
Time's up!
440
00:18:27,500 --> 00:18:29,829
This ends now!
441
00:18:33,710 --> 00:18:37,079
Ha! Nega-beams
combined with energy blasts
442
00:18:37,079 --> 00:18:39,420
were enough
to disintegrate them.
443
00:18:39,420 --> 00:18:42,079
You're completely alone
now, Spider-Man.
444
00:18:49,420 --> 00:18:51,960
Not from
where I'm standing.
445
00:18:51,960 --> 00:18:55,329
[grunts]
446
00:18:51,960 --> 00:18:55,329
Noooo!
447
00:18:55,329 --> 00:18:57,750
I destroyed you!
448
00:18:57,750 --> 00:18:59,829
I'd get
a second opinion on that.
449
00:18:59,829 --> 00:19:01,289
Avengers Assemble!
450
00:19:02,250 --> 00:19:04,250
[grunting]
451
00:19:10,920 --> 00:19:13,829
Iron Man,
take down that force field,
and we can stop this!
452
00:19:14,829 --> 00:19:15,829
[grunts]
453
00:19:24,289 --> 00:19:26,460
[descending whirring]
454
00:19:26,460 --> 00:19:28,210
No!
455
00:19:28,210 --> 00:19:30,460
My plan was perfect!
456
00:19:30,460 --> 00:19:33,960
[grunting]
457
00:19:30,460 --> 00:19:33,960
[grunts]
458
00:19:33,960 --> 00:19:35,380
[groaning]
459
00:19:35,380 --> 00:19:37,500
That's for throwing Hulk!
460
00:19:37,500 --> 00:19:40,619
Yes!
Team-up of the century!
461
00:19:40,619 --> 00:19:43,170
Up top. Anyone?
462
00:19:43,170 --> 00:19:46,329
Anyone.
[groans]
463
00:19:46,329 --> 00:19:48,000
Thanks for
saving our lives,
464
00:19:48,000 --> 00:19:50,250
even if you have been
a big jerk lately.
465
00:19:50,250 --> 00:19:52,960
About that.
What if I told you
466
00:19:52,960 --> 00:19:55,170
an evil villain
swapped minds with me?
467
00:19:55,170 --> 00:19:58,170
I knew it was
something like that!
468
00:19:58,170 --> 00:19:59,670
My guess was aliens.
469
00:19:59,670 --> 00:20:03,039
So, we're cool?
You believe me?
470
00:20:03,039 --> 00:20:05,460
Hello! I'm an Avenger.
471
00:20:05,460 --> 00:20:07,880
We see way weirder stuff
than that.
472
00:20:07,880 --> 00:20:09,210
So, yeah. We're cool.
473
00:20:13,170 --> 00:20:15,170
Good work out here today,
soldiers.
474
00:20:15,170 --> 00:20:17,460
Always good
to meet new heroes.
475
00:20:17,460 --> 00:20:19,829
"Heroes"?
476
00:20:19,829 --> 00:20:23,210
Shannon Stillwell
is no longer under suspicion,
477
00:20:23,210 --> 00:20:25,920
but her former employer,
Augustus Roman,
478
00:20:25,920 --> 00:20:29,119
is headed for a long stay
in a prison that he designed.
479
00:20:29,119 --> 00:20:32,210
That's justice for ya.
480
00:20:29,119 --> 00:20:32,210
[gasps]
481
00:20:33,250 --> 00:20:34,619
Oh.
482
00:20:34,619 --> 00:20:36,750
Hey, he's--
He's suddenly awake.
483
00:20:36,750 --> 00:20:39,920
I'll get the doctors!
484
00:20:39,920 --> 00:20:42,380
Peter! Good to see you
in one piece.
485
00:20:42,380 --> 00:20:47,170
I know this is strange,
but I wanted to say...
486
00:20:47,170 --> 00:20:51,000
Ock, despite everything
you did to me,
487
00:20:51,000 --> 00:20:54,500
if it weren't for your help,
I wouldn't have gotten out
of there alive.
488
00:20:54,500 --> 00:20:56,920
Maybe no one would have.
489
00:20:56,920 --> 00:20:58,619
Hmm.
[clears throat]
490
00:20:58,619 --> 00:21:00,579
Gratitude is unnecessary.
491
00:21:00,579 --> 00:21:04,329
You saved my life
when you brought
my consciousness back here,
492
00:21:04,329 --> 00:21:08,289
so I...
[cleared throat]
merely repaid my debt.
493
00:21:08,289 --> 00:21:12,579
I think the words
you're looking for are,
"You're welcome, Peter."
494
00:21:14,500 --> 00:21:17,500
You are welcome, Peter.
495
00:21:25,420 --> 00:21:26,829
Welcome back, Ock.