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.