[GRUNTS]
What's going on?
Don't worry, Miles. Everything's going to be okay.
Oh, Spidey. Oh, no! You're stuck too?
Wait. I remember now.
Everyone in the city got spider powers, and then-- Oh, Spidey!
I've run some hypothetical sequences, and I think there's a good chance
the people with powers could turn into Spider-Monsters.
-[CHITTERING] SPIDER-MAN: Yeah, that's kind of old news.
Let me save you the trouble.
Not only have the people become monsters,
but they're being controlled by the Jackal.
MILES: That I do know.
Since he was the one who caught me off guard.
My head is still aching.
Well, it's time we caught him off guard.
[GRUNTS]
If we can activate the web dissolvent in our shooters,
-we should be able to... -[WEB SHOOTER DEPLOYS]
...crawl up to the air ducts undetected.
MILES: [GRUNTS] Right. Good thinking.
I just gotta be careful not to dissolve too much...
[GRUNTS AND SCREAMS]
...webbing.
-[SCREECHING AND GROWLING] -Uh-oh.
Out of the frying pan
and into a den of hungry Spider-Monsters!
[ROARS]
MILES: I go unconscious just for a little bit,
and the entire city turns into Spider-Monsters?
-They're hideous! SPIDER-MAN: Don't judge.
Maybe in Spider-Monster World, they're considered very attractive.
[GRUNTS]
MILES: There's too many of them! We gotta get out of here!
[GRUNTS]
SPIDER-MAN: Problem is, here is the same as out there.
Jackal's army has taken over the entire city.
-[LAUGHING] -[BOTH GASP]
That's right, Spider-Man.
-[CHITTERING] -The entire city is mine!
Stop your gloating.
[BOTH GRUNT]
To think Raymond Warren couldn't even get a job in this town.
And now I'm its ruler!
[BOTH GRUNTING]
SPIDER-MAN: Is that why you transformed everyone into monsters?
Because you knew normal people would be out of their minds to follow you?
Oh, I didn't create them for their minds.
I created them for their strength.
Destroy them!
[GRUNTS]
[GROANS]
[GROWLING]
HARRY: Come on! That decoy will only distract them for a moment.
Harry? What are you doing here?
Saving you. With some of Horizon's hologram tech.
-Come on. Let's go. -You came back for us.
-Does that mean we're cool, then? -Don't jump to conclusions, Pete.
"Pete"? He knows who you are?
Boy, a lot can happen when you're stuck in a cocoon.
JACKAL: It's not real, you fools!
Secure the prisoners!
Time to go!
[GROWLING]
[GROWLS] Devour the intruders!
[GRUNTS]
SPIDER-MAN: That's an exit line if I ever heard one.
And I've heard a lot of them.
-[GROWLING] -Easy, my pets.
The tracer I placed on that glider should lead us right to them.
Where we headed?
HARRY: Horizon has an underground lab
that hasn't been discovered by the monsters.
Anya's there tending to my dad.
Your blood cured him, but he's been unconscious ever since.
I'm sorry, Harry.
Let's just stay focused on saving the city.
HARRY: How is he? -Still unresponsive.
The cure seems to have worked,
but the shock of receiving Spider-Man's radioactive blood
was too much for his system.
Will that happen to everyone who gets the cure?
ANYA: Not necessarily.
If I can synthesize your blood and remove the dangerous blood cells,
it could eliminate the side effects.
How do we start?
Well, more of your blood wouldn't hurt.
If we're gonna make enough cure for the entire city,
I'll take as much as you can safely give.
Sure thing.
Don't forget what happens when a person gives blood.
Good point. It will leave me in a weakened state.
But I think we're safe down here.
I meant you get a cookie, but, uh, yeah, that's a good point too.
Hey, could one of you hook Norman up to the monitor in the adjoining lab
so we can set Spidey up here?
Mm.
Okay, I've recreated the cure using the synthesized blood
and what was left of my serum.
Now we can mass-produce it without any fear of side effects.
[SIGHS] Great. Now what?
Now you rest.
I'll check how the data readings are turning out with Norman's tests.
I really am sorry, Harry.
Why did you keep this from me?
You're supposed to be my best friend.
And your dad's my worst enemy.
I guess I just felt that if you knew, you'd be put in a position to choose,
and I didn't think that was fair to you.
Well, I've got news for you, Pete.
That may be what you tell yourself, but it's not the truth.
You may be right.
I guess the truth is-- This isn't about you, Harry.
It's also about Aunt May, about my friends at Horizon,
about everyone that's close to me.
Because if my enemies ever found out my secret,
everything and everybody I care about could be destroyed.
Well, Spider-Man's done a fine job of destroying my life
since the day he arrived,
so it hasn't made a bit of difference whether I know or not.
You even got me booted from Horizon High.
I told you, I had nothing to do with that.
Look, I couldn't tell you before without revealing my secret, but...
I saw security footage of your dad and Spencer Smythe
discussing their plan to get you suspended from Horizon.
Oh. [CHUCKLES]
Where is this footage?
It was destroyed in the Oz Academy fire the day the Jackal attacked.
Oh, great.
And I can't very well ask my father about it now, can I?
Because your blood left him unconscious!
My blood is what cured him.
[THUD]
HARRY: They found us!
[SCREECHING]
Protect your dad. I'll save the cure.
[GRUNTS]
-[GROANS] -You're in no condition to fight.
I just need time to recover.
[THUDDING CONTINUES]
Don't worry.
[SCREECHING]
You're not the only one who can defend us.
-[GRUNTING] -[SCREECHING]
[GRUNTING]
-[GROANS] -Harry!
[GRUNTS AND GROANS]
[ROARING]
Oh, whoa. So dizzy.
[SCREECHES]
The cure!
-[SCREECHES] -[GRUNTS]
Eyes still blurry.
Looks like there's three of you.
[ANYA GRUNTS]
There are three of them. And more coming!
-[SCREECHING] -Huh?
-[GRUNTS] -[THUD]
[SCREECHING]
-Ugh! HARRY: Anya, you all right?
I'm okay.
Good, because we're gonna need all the help we can get.
[GROWLING]
SPIDER-MAN: Quick. In there.
[ROARS]
-[THUDDING] HARRY: Anybody got any ideas?
MILES: I've got one. -[SCREECHING]
Eat cure, ugly.
[GROANING WEAKLY]
[SCREECHES]
What was that?
I took half of the cure into this lab so we could produce it faster.
Oh, my gosh, I could kiss you.
[SHEEPISH CHUCKLING]
SPIDER-MAN: Let's not celebrate just yet.
Those Spider-Monsters are gonna find another way in.
And we need to get the cure out to the whole city.
And you need to have another cookie.
No argument here.
I think I've earned one too.
ANYA: Can we focus, please?
We may have a cure, but it's only half of what we planned on.
So every shot counts.
And with only one injector gun,
we're gonna have to find new ways to administer it effectively.
Then let's get creative.
[CRACKLING]
These web pellets should enable us to hit the monsters
without getting too close.
And since those of us with organic web shooters
don't have the luxury of web pellets, I'll use the injector gun.
I can use these.
Whoa! Those are the bombs that were stolen from your Horizon locker.
These are containment capsules for storing volatile liquids.
When you're ready to release the contents,
you just change the density setting of the casing.
Sounds like a bomb to me.
Fine. Call them "cure bombs," if you want.
But they'll do the job.
-Then let's get going. -Wait.
Are you sure my dad's secure?
I've placed him in a protective life-support capsule until we get back.
Wish me luck, Dad.
NORMAN: [WEAKLY] Harry...
Dad?
Dad, don't try to talk. Just rest.
You're gonna be okay.
We've got the cure, and we're gonna stop the Jackal once and for all.
[GRUNTS WEAKLY]
I'm proud of you, son.
You're becoming the hero I knew you could be.
Thanks, Dad.
Let's do this.
SPIDER-MAN: Congratulations, New York.
It's time for your complete makeover.
[CHITTERING]
[GRUNTS]
[SCREECHES]
[GROANS]
ANYA: Hands in the air, monster! All six of them!
[ROARING]
[SCREECHING]
[GROANING]
ANYA: Don't worry. Nightmare's over.
Winds up, and...
cure ball to the outside.
[GROWLING WEAKLY]
Well, I can't think of anything quippy.
[CHITTERS AND ROARS]
[SCREECHES]
Oh, I thought of a qui-- Ah, too late.
[CHITTERING]
[SPIDER-MAN GRUNTS]
The cure's working, but we're barely making a dent.
There are too many of them.
We need a faster way to do this.
What about the dispersal unit Norman used when he was the Stealth Spider?
You mean the one he tried to poison the city with?
We don't know that's what he was trying to do.
And even if he was, he was probably under the Jackal's control.
Either way, do you think your dad could help us build one to cure the city?
I don't think so.
The transfusion has left him incredibly weak.
But if my dad can make one, so can I.
I just need to get to my equipment at Oz Academy.
Wait. We have to go back to Oz Academy?
How are we gonna do that? The place is crawling with monsters.
I know a way.
MILES: I don't know if you know this, but Oz Academy
is at the very top of the Oscorp building, not at the very bottom.
I know. But what I'm looking for should help get us up there.
My father feared the spider army before it even existed.
He tried to prevent it.
In the event he couldn't, he created something to fight it.
-The spider slayers! -Aww, yeah!
I spent enough time battling these things from the outside.
Sure is gonna be nice fighting from the inside.
We should combine what we have left of the cure
so Harry can load it into the dispersal unit.
Good idea. Anything else we need to do?
Yeah. Suit up.
[COMPUTERS TRILLING]
Let's go stop some monsters.
MILES: Roger that.
Where are the bodies of the Spider-Men?
SPIDER-MAN: Top floor. Swimwear, sporting goods, and--
-Oh, yeah, -[GASPS, GROWLS]
massive monster beatdowns!
SPIDER-MAN: Set your blasters to stun!
Attack!
[SCREECHING]
SPIDER-MAN: Aah! Get off, get off, get off!
MILES: Oh, I'll do better than that.
ANYA: Save the cure for the dispersal unit.
We'll need every bit of it.
MILES: This is better than video games.
HARRY: Distract them while I head for the lab!
"Distract them"?
ANYA: How about I give them a taste of their own webbing?
MILES: Hey! Get off me!
SPIDER-MAN: "Get off me"? Doesn't that slayer
come equipped with wittier responses?
No. But it comes equipped with booster rockets.
-That was not what I wanted to do. -[CHITTERING]
-[SCREECHES] -[ANYA YELLS]
[PANTS] Thanks.
I owed you for saving me earlier.
HARRY: I'm in the lab. -[CHITTERING]
Where are those dispensers? Uh-oh!
[GRUNTS]
[CHITTERS AND SCREECHES]
[GRUNTS]
ANYA: Hey!
-[ALARM BLARES] -I've lost my left arm!
[GRUNTS]
-[LAUGHS] SPIDER-MAN: Watch it, Jackal!
-This thing's a rental. Uh-oh! -[ALARM BLARING]
Someone's about to lose their head.
Aah! [GRUNTS]
Guess I'm driving with the top down.
This is the last one of these combustion funnels,
so we'd better make this count.
Done!
[SUIT WHIRRING]
HARRY: Oh, no! Boosters must've been damaged in the fight.
I've got it, but my tech is down!
-[SCREECHING] -Package is secure!
ANYA: Not yet, it isn't.
Fly it up here. We'll disperse it from the roof.
[ANYA GRUNTS]
-Nice try, Osborn. -[SPIDER-MAN GROANS]
But your father failed to stop me,
and now you will too!
SPIDER-MAN: No!
Clever plan, using the spider slayers, by the way.
-[GRUNTING] -[SCREECHING]
-[POWERING DOWN] -Huh?
JACKAL: But even Norman Osborn has a fail-safe against his own creations.
Feeling a little heavy, Spider-Man?
That's because I cut the power to your suits.
Turned those precious slayers into your own personal tombs.
I have to hand it to Norman,
many brilliant things were created here at the Oscorp building.
Sadly, future generations will only know it as...
the Oscorp crater.
[TRILLING]
COMPUTER: Fifty-nine, 58, 57, 56... -He's gonna blow the building!
COMPUTER: Fifty five, 54, 53, -This dwelling has outlasted its use.
-fifty two, 51, 50... -Much like the rest of you.
Good-bye, Spider-Man!
[COUNTDOWN CONTINUES]
[GRUNTS]
I'll have you guys out in a second.
[GRUNTS]
Don't bother. I can do it myself.
There's gotta be a way to shut Jackal's bomb down.
Ugh! If only Gwen were here!
She could probably defuse this thing faster any of us.
I don't think so. This has too many encryptions.
It would take a genius with a lot more time than we have.
Let me give it a shot.
SPIDER-MAN: There's no time, Harry.
Oh, and you're smarter than the rest of us?
No. I'm just saying,
if we don't get out of here now, we'll spread it all over the--
The city.
MILES: What are you doing?
SPIDER-MAN: Grabbing what's left of the cure.
If we can't stop this bomb, then let's use it to our advantage.
Harry, listen!
An explosion caused the spider virus to become airborne,
so another explosion could spread the cure the exact same way.
But what about Oz Academy?
I'm sorry, Harry. It's our only option.
No, it's not! I'm still an option.
I can save this school, and this city.
The people!
Guys, listen.
Get these people out of here while I rig the cure.
[GRUNTS] I'm through another layer of security!
Harry, I could really use your help getting these people out of here.
And I could really use your help being quiet while I disarm this thing.
COMPUTER: Twenty-three, -This is everyone.
COMPUTER: twenty two, 21, 20... -Almost everyone.
I'll meet you down there.
-I'm gonna hold you to it. COMPUTER: Nineteen, 18,
COMPUTER: seventeen, 16... HARRY: I'm just about there.
-We've got to go, Harry. -I can't.
I can't lose everything my father worked so hard to build.
-You have to. -Eleven, 10, 9...
-Now, Harry! -No. I-- [GRUNTS]
Six, five, four, three,
-[HARRY SCREAMING] COMPUTER: two, one.
[HARRY SCREAMS]
[BOTH GRUNT]
-[FIRE CRACKLING] -[SIGHS] Why did you stop me?
Because you would've been killed!
I could've done it! I could've been the hero this time!
But you couldn't stand that, could you?
[SIGHS] And now it's gone.
Everything...
gone.
It's working, Harry.
The cure is airborne.
We saved the city.
No. You saved the city.
And you destroyed Oz Academy!
Literally wiped my name from the sky!
-Harry, I-- -Go away!
You got what you wanted!
[CHITTERING AND SCREECHING]
[GRUNTS WEAKLY]
[CROWD MURMURING]
[GASPS] Gwen!
I gotta say, I prefer New York without Spider-Monsters.
[GRUNTS] We did it, guys.
Where's Harry?
I-- I think he's checking on his dad.
I tried, Dad.
I could've saved the school, but Spider-Man stopped me.
Not to worry.
We're lucky it was just the school
and not the entire building.
HARRY: But Oz Academy...
My work! Our legacy!
There can be no beginnings without endings, son.
Besides...
-you no longer need the school. -Wha--
NORMAN: You've graduated.
SPIDER-MAN: Welcome to New York City.
Population: eight million people.
Which is different from yesterday, when it was eight million Spider-Monsters.
So I'd say that's a change for the better.
I know Harry is crushed that his school was destroyed.
Hopefully the lives he saved should help balance that out.
Because it's not the things in life that are important.
It's the people.