1
00:00:02,000 --> 00:00:03,580
SPIDER-MAN:
I can't believe what happened.
2
00:00:04,333 --> 00:00:07,333
The paper says Midtown High
collapsed in an explosion.
3
00:00:07,417 --> 00:00:09,747
But what they don't know
is that the Jackal's headquarters
4
00:00:09,834 --> 00:00:11,464
was directly underneath it.
5
00:00:11,542 --> 00:00:14,332
We destroyed it
before he could create his spider army.
6
00:00:14,417 --> 00:00:17,707
But not without a casualty,
Norman Osborne.
7
00:00:17,792 --> 00:00:19,132
Harry's devastated,
8
00:00:19,208 --> 00:00:20,708
and there's nothing I can do
to comfort him,
9
00:00:20,792 --> 00:00:23,172
because he blames Spider-Man.
10
00:00:23,250 --> 00:00:26,080
Seeing what these spider powers
can do firsthand,
11
00:00:26,166 --> 00:00:28,996
I don't think a whole army
of rogue spider-men is a good idea.
12
00:00:29,834 --> 00:00:32,384
That would mean new spider-powered people,
13
00:00:32,458 --> 00:00:34,078
new costumes,
14
00:00:34,709 --> 00:00:37,709
new abilities, and definitely new threats.
15
00:00:39,333 --> 00:00:42,293
Which is why I need new ways
to find the Jackal.
16
00:00:42,375 --> 00:00:43,415
MILES:
Got you!
17
00:00:44,083 --> 00:00:45,213
Aw, man!
18
00:00:45,291 --> 00:00:47,751
I was so close. What gave me away?
19
00:00:47,834 --> 00:00:50,384
Well, the mirage reflectors
in your new stealth suit
20
00:00:50,458 --> 00:00:52,078
seem to have a short in them.
21
00:00:52,792 --> 00:00:53,832
But to be honest,
22
00:00:53,917 --> 00:00:55,917
I could hear you chatting a mile away.
23
00:00:56,000 --> 00:00:57,750
You gotta stop talking
to yourself so much.
24
00:00:57,834 --> 00:00:59,214
Wha--
[SCOFFS]
25
00:00:59,291 --> 00:01:00,791
I don't talk to myself.
26
00:01:01,375 --> 00:01:03,995
Yeah. I'd look into that.
27
00:01:04,583 --> 00:01:08,173
Anyway, I didn't come this close
to be denied my prize.
28
00:01:08,250 --> 00:01:10,290
-Oh, I'm starving.
-Wait! I also--
29
00:01:10,375 --> 00:01:12,245
[ALARM BEEPING]
30
00:01:12,333 --> 00:01:14,793
You rigged the cupcake? Ugh!
31
00:01:14,875 --> 00:01:16,575
ROBOT:
Security activated.
32
00:01:17,583 --> 00:01:19,583
I'm guessing you programmed
your security bots
33
00:01:19,667 --> 00:01:21,497
to recognize Spider-Man, right?
34
00:01:21,583 --> 00:01:23,793
Uh, Spider-Man, yes.
35
00:01:23,875 --> 00:01:26,375
Stealth Spider, no.
36
00:01:26,458 --> 00:01:28,538
Prepare to be destroyed.
37
00:01:28,625 --> 00:01:30,455
I just lost my appetite.
38
00:01:42,083 --> 00:01:44,673
I tried to take him offline,
but it didn't work.
39
00:01:44,750 --> 00:01:47,580
So I suggest you run!
40
00:01:47,667 --> 00:01:50,667
[GRUNTING]
41
00:01:53,959 --> 00:01:54,959
Great!
42
00:01:55,041 --> 00:01:56,961
This is the perfect time
for the stealth suit's reflectors
43
00:01:57,041 --> 00:01:58,251
to be malfunctioning.
44
00:01:58,333 --> 00:01:59,383
Time to take this outside
45
00:01:59,458 --> 00:02:01,288
before we destroy
any more school property.
46
00:02:03,750 --> 00:02:06,080
This suit was supposed
to make me invisible,
47
00:02:06,166 --> 00:02:08,496
not attractive to security bots!
48
00:02:08,583 --> 00:02:11,213
Whoa! I have to find a place
to get it off me.
49
00:02:16,667 --> 00:02:18,127
Scanning for subject.
50
00:02:20,125 --> 00:02:22,665
Parker, Peter, Horizon High student.
51
00:02:26,583 --> 00:02:27,923
You okay?
52
00:02:28,750 --> 00:02:30,130
"Run," he says.
53
00:02:30,208 --> 00:02:32,578
Well, at least we found out
the suit is flawed
54
00:02:32,667 --> 00:02:34,667
before you went out into the field.
55
00:02:34,750 --> 00:02:35,790
But what went wrong?
56
00:02:35,875 --> 00:02:37,665
I messed up.
57
00:02:37,750 --> 00:02:40,670
I added thermal-suppressor tech
to cover my body temperature,
58
00:02:40,750 --> 00:02:43,540
but I didn't account for the extra heat
the suit creates.
59
00:02:44,250 --> 00:02:45,670
In other words?
60
00:02:45,750 --> 00:02:47,630
My sweat short-circuited the suit.
61
00:02:47,709 --> 00:02:50,169
-[GROANS]
-So now it's trash.
62
00:02:51,792 --> 00:02:53,632
Stealth suit no more.
63
00:02:56,375 --> 00:02:58,035
Oh, what am I doing? Heh.
64
00:02:58,125 --> 00:02:59,955
I can't just throw out
a Spider-Man costume.
65
00:03:01,083 --> 00:03:02,583
That's incredibly irresponsible.
66
00:03:09,709 --> 00:03:11,169
Come on, Dad.
67
00:03:11,250 --> 00:03:12,710
What's the code?
68
00:03:13,417 --> 00:03:15,167
The Jackal is still out there,
69
00:03:15,250 --> 00:03:16,830
and if I can access your video journal,
70
00:03:16,917 --> 00:03:19,457
maybe I can continue
your work to stop him.
71
00:03:22,667 --> 00:03:24,957
[KEYBOARD CLACKING]
[BUZZES]
72
00:03:25,041 --> 00:03:26,291
[GROANS]
73
00:03:26,375 --> 00:03:29,075
You, uh-- You all right, Harry?
74
00:03:29,166 --> 00:03:32,286
Oh, yeah. Um, just some computer trouble.
75
00:03:33,125 --> 00:03:35,285
Oh. Well, listen, uh,
76
00:03:35,375 --> 00:03:39,035
I wanted you to know how sorry I was
to hear about your dad's passing.
77
00:03:39,667 --> 00:03:40,667
Thanks, Joe.
78
00:03:41,291 --> 00:03:42,831
Pete joining you today?
79
00:03:44,375 --> 00:03:45,415
No.
80
00:03:45,500 --> 00:03:48,830
Well, anyway, this one's on the house.
81
00:03:49,542 --> 00:03:50,672
I appreciate it.
82
00:04:03,750 --> 00:04:05,710
I'm ready for that smoothie.
83
00:04:06,750 --> 00:04:08,880
-Hey, Harry.
-Not talking to you.
84
00:04:08,959 --> 00:04:11,709
I know. I just wanted to say that--
85
00:04:11,792 --> 00:04:13,422
If you know, then you'll stop talking.
86
00:04:14,417 --> 00:04:16,707
I'm not friends
with people who help Spider-Man.
87
00:04:16,792 --> 00:04:17,832
Leave me alone.
88
00:04:22,041 --> 00:04:25,001
Why am I always paying the price
for Spider-Man's actions?
89
00:04:25,083 --> 00:04:27,333
You were at school
pretty early for a Saturday.
90
00:04:28,166 --> 00:04:30,246
Oh, Gwen. Hi.
91
00:04:30,333 --> 00:04:31,793
Uh, how do you know?
92
00:04:31,875 --> 00:04:33,915
I was working in my lab.
93
00:04:34,000 --> 00:04:35,040
Thought I heard your voice.
94
00:04:35,625 --> 00:04:38,495
Really? Uh, what did you hear?
95
00:04:38,583 --> 00:04:40,253
Not much.
96
00:04:40,333 --> 00:04:43,003
I had to leave to pick up some samples
I sent out for testing.
97
00:04:43,083 --> 00:04:44,083
[FOOTSTEPS APPROACHING]
98
00:04:45,500 --> 00:04:46,960
-Hey, Gwen.
-Hey!
99
00:04:47,041 --> 00:04:51,381
Uh, Pete, have you been feeling different
100
00:04:51,458 --> 00:04:54,078
in any way since our time
at the Jackal's headquarters?
101
00:04:54,750 --> 00:04:55,750
Different?
102
00:04:56,333 --> 00:04:59,253
Uh, no. Why?
103
00:05:00,208 --> 00:05:01,538
No reason.
104
00:05:01,625 --> 00:05:03,915
I-- [SIGHS] I gotta go.
105
00:05:06,125 --> 00:05:07,575
Huh. That was weird.
106
00:05:08,583 --> 00:05:10,583
I wonder if she knows
what we were doing this morning.
107
00:05:14,041 --> 00:05:16,631
-Where's my backpack?
-I thought you had it.
108
00:05:16,709 --> 00:05:19,999
No. I left it at the table with you!
109
00:05:20,083 --> 00:05:21,543
[SOFTLY]
The stealth suit was in there.
110
00:05:21,625 --> 00:05:23,035
Oh, you should've told me.
111
00:05:24,375 --> 00:05:26,575
-Harry's gone.
-So is Gwen.
112
00:05:27,875 --> 00:05:29,665
But they wouldn't take my-- Would they?
113
00:05:29,750 --> 00:05:32,080
Gwen was acting weird.
114
00:05:33,166 --> 00:05:35,166
And Harry's pretty mad at me right now.
115
00:05:36,625 --> 00:05:37,785
What are we doing?
116
00:05:37,875 --> 00:05:39,165
These are our friends.
117
00:05:41,208 --> 00:05:44,498
-Can you track it with a GPS?
-Maybe.
118
00:05:44,583 --> 00:05:45,833
But it was a beta version.
119
00:05:45,917 --> 00:05:47,957
I never tested it outside the lab.
120
00:05:48,041 --> 00:05:50,291
So it's, like, really gone,
121
00:05:50,375 --> 00:05:51,785
not just invisible gone.
122
00:05:52,417 --> 00:05:54,127
Because while it was supposed
to be stealth,
123
00:05:54,208 --> 00:05:55,668
it is now also stolen.
124
00:05:55,750 --> 00:05:57,500
Yeah. I get it.
125
00:05:58,083 --> 00:06:00,583
I'm gonna head back to Horizon
and see if I can track it.
126
00:06:00,667 --> 00:06:02,167
I'll see what I can find around here.
127
00:06:05,083 --> 00:06:06,083
Nothing.
128
00:06:06,583 --> 00:06:08,133
It's like your broken stealth suit
129
00:06:08,208 --> 00:06:10,078
was wearing a working stealth suit.
130
00:06:10,166 --> 00:06:11,326
Any luck on your end?
131
00:06:12,166 --> 00:06:13,166
No.
132
00:06:13,250 --> 00:06:15,380
The homing device must've shorted out
when the suit did.
133
00:06:15,458 --> 00:06:17,418
[SIGHS]
That's not good.
134
00:06:17,500 --> 00:06:20,290
-I better keep looking.
-I'll scan again.
135
00:06:20,375 --> 00:06:22,915
I made the suit out of the silk
of a garden center spider,
136
00:06:23,000 --> 00:06:25,420
which gives off a distinct
electric charge.
137
00:06:25,959 --> 00:06:28,209
So if I limit the search to that polarity,
138
00:06:28,291 --> 00:06:29,501
I might get something.
139
00:06:29,583 --> 00:06:31,333
-[LOUD CLANKING]
-Huh?
140
00:06:34,333 --> 00:06:36,883
Miles? Is that you?
141
00:06:38,291 --> 00:06:39,291
Miles?
142
00:06:42,792 --> 00:06:46,212
[BLOW LANDS]
[GRUNTING]
143
00:06:46,291 --> 00:06:48,791
[GROANS] First the symbiote,
and now the stealth suit?
144
00:06:48,875 --> 00:06:51,825
Why do all my costumes come back
looking for a fight?
145
00:06:53,250 --> 00:06:55,170
[GRUNTS]
Whoever you are,
146
00:06:55,250 --> 00:06:57,920
I see you fixed the deflectors
on the suit.
147
00:06:59,166 --> 00:07:03,956
But are you smart enough to defeat
my cupcake?
148
00:07:04,959 --> 00:07:07,709
Intruder! Prepare to be destroyed!
149
00:07:09,959 --> 00:07:11,579
Infrared on.
150
00:07:12,458 --> 00:07:13,458
[GRUNTS]
151
00:07:17,166 --> 00:07:19,286
Let's hope you didn't repair
all the suit's problems.
152
00:07:19,375 --> 00:07:20,625
Excellent!
153
00:07:20,709 --> 00:07:23,499
Your increased body temperature
is allowing me to get a heat read.
154
00:07:23,583 --> 00:07:26,503
And besides stealing my costume,
you've also stolen my powers.
155
00:07:26,583 --> 00:07:30,333
So who are you?
[GRUNTING]
156
00:07:30,417 --> 00:07:32,457
[CLATTERING]
157
00:07:35,291 --> 00:07:37,001
-Looking for me?
-[GRUNTS]
158
00:07:40,625 --> 00:07:42,575
[GRUNTING]
159
00:07:48,375 --> 00:07:49,785
The Micro-minimizer?
160
00:07:49,875 --> 00:07:51,955
That's what you've been looking for?
161
00:07:52,041 --> 00:07:53,631
Well, you're gonna have
to deal with Spidey
162
00:07:53,709 --> 00:07:55,419
and the patent office,
163
00:07:55,500 --> 00:07:57,710
because that's an official
Horizon High design.
164
00:07:57,792 --> 00:08:01,082
Just like my tracer
is an official Spider-Man design.
165
00:08:01,458 --> 00:08:02,708
Got you!
166
00:08:07,458 --> 00:08:08,458
That's odd.
167
00:08:08,542 --> 00:08:11,332
Didn't know Gwen was conducting
any spider experiments.
168
00:08:11,417 --> 00:08:12,537
Wait a minute.
169
00:08:12,625 --> 00:08:14,075
She asked if I was feeling different
170
00:08:14,166 --> 00:08:15,916
since our time at Jackal's headquarters.
171
00:08:16,000 --> 00:08:17,380
What if Gwen was somehow bitten
172
00:08:17,458 --> 00:08:18,708
by one of the spiders there that day?
173
00:08:19,458 --> 00:08:21,288
She could've turned
into the Stealth Spider!
174
00:08:22,041 --> 00:08:23,461
That doesn't make any sense.
175
00:08:24,250 --> 00:08:25,750
Why break into Horizon
176
00:08:25,834 --> 00:08:28,134
when you have complete access
as a student?
177
00:08:28,208 --> 00:08:29,748
And why head to Osborn Academy?
178
00:08:30,375 --> 00:08:32,125
Miles, I found the suit.
179
00:08:32,208 --> 00:08:33,628
Finally. Where is it?
180
00:08:33,709 --> 00:08:35,999
On someone heading for Osborn Academy.
181
00:08:36,083 --> 00:08:37,503
So it is Harry.
182
00:08:37,583 --> 00:08:39,173
Let's not jump to conclusions.
183
00:08:39,250 --> 00:08:40,250
Just meet me there.
184
00:08:44,291 --> 00:08:45,961
Yes! Finally!
185
00:08:48,917 --> 00:08:51,247
Personal Log Number 417:
186
00:08:51,792 --> 00:08:54,422
Raymond Warren is amassing a spider army.
187
00:08:55,000 --> 00:08:56,130
It's a danger to humanity
188
00:08:56,208 --> 00:08:59,208
that must be stopped, at all costs.
189
00:08:59,291 --> 00:09:00,921
In here are the blueprints
190
00:09:01,000 --> 00:09:03,080
for a plan to neutralize that army.
191
00:09:03,166 --> 00:09:05,456
And for anyone who doubts
the army's existence,
192
00:09:05,542 --> 00:09:08,042
look no further
than the menace of Spider-Man.
193
00:09:08,125 --> 00:09:11,375
Mark my words, more spiders will come.
194
00:09:12,208 --> 00:09:14,128
And they must be stopped.
195
00:09:14,208 --> 00:09:15,998
You were right, Dad.
196
00:09:16,750 --> 00:09:18,210
And you did stop them.
197
00:09:19,166 --> 00:09:20,166
With your life.
198
00:09:21,000 --> 00:09:22,170
But I promise you,
199
00:09:22,750 --> 00:09:24,580
I'm not gonna let the Jackal try again.
200
00:09:24,667 --> 00:09:27,247
I'll take down all the spider-men,
201
00:09:27,375 --> 00:09:28,575
now that I have the means.
202
00:09:28,667 --> 00:09:30,327
[ALARM BEEPING]
203
00:09:34,875 --> 00:09:36,245
Spider-Man!
204
00:09:36,333 --> 00:09:38,883
Oh, you picked a bad time to trespass!
205
00:09:41,667 --> 00:09:44,287
According to this,
the Stealth Spider is inside.
206
00:09:44,959 --> 00:09:46,419
And there's no sign of forced entry.
207
00:09:47,083 --> 00:09:48,253
Why would there be,
208
00:09:48,333 --> 00:09:50,503
when Harry has keys to the kingdom?
209
00:09:50,583 --> 00:09:52,253
I'm afraid you might be right.
210
00:09:59,417 --> 00:10:00,827
Switch to thermal vision.
211
00:10:00,917 --> 00:10:03,327
We should be able to see him
because of the suit's body temp issues.
212
00:10:03,417 --> 00:10:06,627
Switching to thermal.
Also, I'll show him some stealth.
213
00:10:09,083 --> 00:10:10,133
SPIDER-MAN:
There!
214
00:10:10,208 --> 00:10:12,538
Give it up, Harry! I know it's you!
215
00:10:12,625 --> 00:10:14,745
Hold it right there, Spider-Man!
216
00:10:15,750 --> 00:10:16,750
Harry?
217
00:10:17,291 --> 00:10:19,501
But if you didn't steal the stealth suit--
[GRUNTS]
218
00:10:19,583 --> 00:10:22,583
No more time for guessing!
[YELLS]
219
00:10:28,166 --> 00:10:29,626
A new spider soldier?
220
00:10:29,709 --> 00:10:32,129
So my father didn't stop
the Jackal's army from growing.
221
00:10:32,208 --> 00:10:34,538
Well, I will! For good!
222
00:10:34,625 --> 00:10:36,075
Harry, wait!
223
00:10:36,166 --> 00:10:37,536
Can't say that came as a shock.
224
00:10:37,625 --> 00:10:39,035
[GRUNTS]
225
00:10:39,125 --> 00:10:41,125
I'm taking all the spiders down today!
226
00:10:41,208 --> 00:10:43,878
And I don't care who's first!
[GRUNTS]
227
00:10:43,959 --> 00:10:46,999
You know kids shouldn't play with matches,
228
00:10:47,083 --> 00:10:49,753
-let alone full-on flame swords.
-[HARRY GRUNTS]
229
00:10:49,834 --> 00:10:51,834
[GRUNTING]
230
00:10:54,875 --> 00:10:56,915
Get Harry down while I take this guy out.
231
00:10:57,667 --> 00:10:58,827
Priorities, boss.
232
00:10:58,917 --> 00:11:00,417
We'll take this guy out together.
233
00:11:02,166 --> 00:11:04,826
The priority is don't get roasted!
234
00:11:09,458 --> 00:11:11,288
[GRUNTS]
235
00:11:11,375 --> 00:11:12,995
Hiya, boys! [GRUNTS]
236
00:11:13,709 --> 00:11:15,379
Need some backup?
237
00:11:16,208 --> 00:11:17,878
Gwen Stacy with spider powers?
238
00:11:17,959 --> 00:11:20,169
Is there something
you've been meaning to tell us?
239
00:11:20,250 --> 00:11:21,710
Guys, stay focused.
240
00:11:21,792 --> 00:11:23,882
Hey! Let go of him, you weirdo!
241
00:11:26,291 --> 00:11:28,541
[GRUNTS]
That's not what I meant!
242
00:11:28,625 --> 00:11:30,285
GWEN:
Wait for me!
243
00:11:30,375 --> 00:11:31,825
I did not think this through.
244
00:11:31,917 --> 00:11:33,207
[GRUNTS]
245
00:11:40,709 --> 00:11:43,829
[SCREAMING]
246
00:11:43,917 --> 00:11:45,417
[GIRL GASPS]
[HARRY GRUNTS]
247
00:11:46,625 --> 00:11:48,745
Don't forget to curb your dog, ma'am.
248
00:11:51,291 --> 00:11:53,751
I don't care that you saved my life!
249
00:11:53,834 --> 00:11:56,884
You should've saved
my dad's life at Midtown!
250
00:11:56,959 --> 00:11:59,329
Harry! How can you say such a thing?
251
00:12:00,375 --> 00:12:02,325
And how long have you had spider powers?
252
00:12:03,166 --> 00:12:04,916
Excellent question.
253
00:12:05,000 --> 00:12:08,540
Is everybody around here
a member of Jackal's spider army?
254
00:12:08,625 --> 00:12:11,455
[GROANS] Harry, just because someone
has spider powers
255
00:12:11,542 --> 00:12:13,542
doesn't mean they're part
of a spider army.
256
00:12:14,291 --> 00:12:16,921
That is probably the weirdest thing
I've ever said.
257
00:12:17,625 --> 00:12:18,705
The truth is,
258
00:12:18,792 --> 00:12:21,002
I don't know how I got spider powers.
259
00:12:21,083 --> 00:12:23,833
But I promise you,
I don't work for the Jackal.
260
00:12:23,917 --> 00:12:25,207
You've gotta trust me.
261
00:12:25,291 --> 00:12:26,671
I've always trusted you, Gwen.
262
00:12:26,750 --> 00:12:29,380
It's these guys I don't trust.
263
00:12:29,458 --> 00:12:32,378
Harry, they were fighting
that maniac as hard as I was.
264
00:12:32,458 --> 00:12:35,248
You've gotta get over
this hatred of Spider-Man.
265
00:12:35,333 --> 00:12:37,543
My dad is dead because of him!
266
00:12:38,750 --> 00:12:41,710
No, Harry. That's not how it happened.
267
00:12:41,792 --> 00:12:44,292
I was there, too, remember? I saw it.
268
00:12:44,917 --> 00:12:48,377
You've gotta know Spider-Man did
all he could to save you both.
269
00:12:49,500 --> 00:12:51,000
And I know you're hurting right now,
270
00:12:51,083 --> 00:12:54,173
but we were all affected
by that explosion.
271
00:12:54,250 --> 00:12:55,920
I lost my uncle.
272
00:12:56,000 --> 00:12:57,790
The city lost a school.
273
00:12:58,667 --> 00:13:01,327
Wait. Gwen's right.
274
00:13:01,417 --> 00:13:03,577
We were all affected by that explosion.
275
00:13:04,125 --> 00:13:06,705
Do you think you got spider powers
276
00:13:06,792 --> 00:13:09,792
by being too close to the experiment
when it exploded?
277
00:13:09,875 --> 00:13:11,745
I've run a number of tests on myself,
278
00:13:11,834 --> 00:13:15,254
and since I wasn't bitten by a spider
the way you told me you were,
279
00:13:15,333 --> 00:13:17,923
it does make the most sense.
280
00:13:18,000 --> 00:13:20,750
Then why don't I have spider powers?
281
00:13:20,834 --> 00:13:23,214
You were wearing that mask
the day of the explosion.
282
00:13:23,750 --> 00:13:25,500
Maybe it protected you somehow.
283
00:13:26,250 --> 00:13:28,500
But that doesn't explain the new guy.
284
00:13:28,583 --> 00:13:29,833
Where'd he get spider powers from?
285
00:13:29,917 --> 00:13:31,247
Is he a member of Jackal's army?
286
00:13:31,333 --> 00:13:32,423
I don't know.
287
00:13:33,458 --> 00:13:35,828
But I sure could use your help
in finding out.
288
00:13:38,417 --> 00:13:39,417
Okay.
289
00:13:41,458 --> 00:13:45,168
But the mask stays on,
just in case you're contagious.
290
00:13:45,750 --> 00:13:46,750
Thank you.
291
00:13:46,834 --> 00:13:48,384
I'm running a scan of my tracer,
292
00:13:48,458 --> 00:13:50,788
but it must've shorted out
when the suit was fried.
293
00:13:50,875 --> 00:13:53,125
We'll need to find a new way
of tracking him.
294
00:13:53,208 --> 00:13:54,328
I found a piece of his suit
295
00:13:54,417 --> 00:13:56,707
that must've got caught on the glass
when he escaped.
296
00:13:56,792 --> 00:13:58,712
I'll scan it for clues.
297
00:13:58,792 --> 00:14:00,962
HARRY: The suit is made
of a charged spider silk
298
00:14:01,041 --> 00:14:03,041
that gives off an electromagnetic field.
299
00:14:03,125 --> 00:14:06,035
Similar to those used
in cell phone towers.
300
00:14:06,125 --> 00:14:07,785
By triangulating his energy field
301
00:14:07,875 --> 00:14:10,375
against various cell towers
across the city,
302
00:14:10,458 --> 00:14:12,208
I can tell exactly where he's going.
303
00:14:12,291 --> 00:14:14,381
Cell phone towers!
304
00:14:14,458 --> 00:14:15,828
Of course!
305
00:14:15,917 --> 00:14:18,707
I could've used you 12 hours ago
when I first lost the suit.
306
00:14:18,792 --> 00:14:20,212
Where's he headed?
307
00:14:20,291 --> 00:14:24,041
Uh, he's headed to Liberty Island.
308
00:14:24,125 --> 00:14:25,375
Great.
309
00:14:25,458 --> 00:14:26,458
Yeah.
310
00:14:26,542 --> 00:14:28,752
But what's not so great is what he stole.
311
00:14:28,834 --> 00:14:31,424
I just ran an inventory
of the chemicals in the lab,
312
00:14:31,500 --> 00:14:33,790
and a number of toxic dioxins are missing.
313
00:14:33,875 --> 00:14:34,875
Thanks, Harry.
314
00:14:36,000 --> 00:14:38,540
Harry says Stealth Spider
stole a bunch of poisons.
315
00:14:38,625 --> 00:14:41,035
MILES: That could explain
why he stole the Micro-minimizer.
316
00:14:41,125 --> 00:14:43,995
It can convert liquid
into microscopic particles
317
00:14:44,083 --> 00:14:45,963
that enable them to become airborne.
318
00:14:46,625 --> 00:14:47,955
Combined with the deadly toxins,
319
00:14:48,041 --> 00:14:51,171
he could feasibly disperse a poisonous gas
over the entire city.
320
00:14:51,959 --> 00:14:53,539
-[COMMUNICATOR BEEPING]
-It's Harry again.
321
00:14:53,625 --> 00:14:54,665
What else you got for us?
322
00:14:54,750 --> 00:14:57,250
HARRY: Uh, Pete,
what are you talking about?
323
00:14:57,333 --> 00:14:58,713
[SOFTLY]
Ugh, wrong phone.
324
00:14:58,792 --> 00:15:00,382
[NORMAL VOLUME]
Uh, hi, Harry.
325
00:15:00,458 --> 00:15:02,878
I was, uh, just talking to someone else.
326
00:15:02,959 --> 00:15:05,459
Nothing important. How-- How are you?
327
00:15:05,542 --> 00:15:07,132
Not great, to be honest.
328
00:15:07,208 --> 00:15:08,708
But I feel like I've been taking it out
329
00:15:08,792 --> 00:15:11,212
on the wrong people,
which is why I'm calling.
330
00:15:11,291 --> 00:15:13,171
I wanted to say I'm sorry.
331
00:15:13,250 --> 00:15:16,420
For overreacting about your relationship
with Spider-Man.
332
00:15:16,500 --> 00:15:18,290
He saved my life today.
333
00:15:18,375 --> 00:15:22,325
And, well, Gwen helped me realize
that he isn't the enemy.
334
00:15:22,375 --> 00:15:23,495
So I was thinking...
335
00:15:24,208 --> 00:15:26,828
maybe we can be friends again too.
336
00:15:28,625 --> 00:15:30,625
That makes me really happy, Harry.
337
00:15:30,709 --> 00:15:32,919
Me too. I'll call you later.
338
00:15:37,083 --> 00:15:40,003
Sorry. Harry was just telling us
to be careful.
339
00:15:40,625 --> 00:15:43,415
Did he also tell us how to get
to the Statue of Liberty?
340
00:15:43,500 --> 00:15:46,790
I mean, the ferry isn't exactly
the best choice for a sneak attack.
341
00:15:46,875 --> 00:15:48,625
SPIDER-MAN: Oh, we've got a better way.
-No. No!
342
00:15:48,709 --> 00:15:51,209
No, wait! Guys, I'm new at this!
343
00:15:51,291 --> 00:15:53,081
I'm not ready to--
[YELLS]
344
00:15:53,166 --> 00:15:55,286
MILES: Relax. You're safe.
[GWEN SIGHS]
345
00:15:55,375 --> 00:15:58,075
GWEN: I love that you think I'm safe
when a crazy spider person
346
00:15:58,166 --> 00:16:00,876
has escaped with enough chemicals
to poison the city.
347
00:16:00,959 --> 00:16:03,169
SPIDER-MAN: Well, lucky for us,
that crazy spider person
348
00:16:03,250 --> 00:16:05,040
is right up ahead at our 2:00.
349
00:16:07,750 --> 00:16:11,380
If you can get me in closer,
I think I can strike the first blow.
350
00:16:11,458 --> 00:16:12,748
But you don't have web wings.
351
00:16:12,834 --> 00:16:14,254
You sure you're up for this?
352
00:16:14,333 --> 00:16:16,333
My friend Peter Parker has a saying.
353
00:16:16,417 --> 00:16:19,537
"With great power
comes great responsibility."
354
00:16:19,625 --> 00:16:20,955
I think it fits the occasion.
355
00:16:23,709 --> 00:16:25,289
[YELLS]
356
00:16:28,125 --> 00:16:29,125
[BEEPS]
357
00:16:30,041 --> 00:16:31,751
The tanks are on a launch timer.
358
00:16:31,834 --> 00:16:33,334
I'll work on shutting them down.
359
00:16:35,291 --> 00:16:36,751
[YELLS]
360
00:16:37,750 --> 00:16:40,880
[GRUNTS, YELLS]
361
00:16:40,959 --> 00:16:42,379
[GRUNTS]
362
00:16:42,458 --> 00:16:43,668
[GROANS]
363
00:16:43,750 --> 00:16:45,960
-[KEYBOARD CLACKING]
-Oh, come on, Miles.
364
00:16:46,041 --> 00:16:47,711
Treat this like a test.
365
00:16:48,250 --> 00:16:50,170
But if you get it wrong, you don't fail,
366
00:16:50,250 --> 00:16:52,210
you just poison the entire city.
367
00:16:53,834 --> 00:16:54,884
I've got him!
368
00:16:55,709 --> 00:16:56,749
[GRUNTS]
369
00:16:59,917 --> 00:17:02,327
Where is he? Where is he?
370
00:17:03,792 --> 00:17:05,132
Got him!
371
00:17:05,208 --> 00:17:06,668
Here's web in your eye!
372
00:17:14,041 --> 00:17:15,131
[GRUNTS]
373
00:17:15,792 --> 00:17:17,082
I can't stop it.
374
00:17:17,166 --> 00:17:19,456
The timer has multiple layers
of encryption.
375
00:17:19,542 --> 00:17:21,042
We've only got 45 seconds left.
376
00:17:21,125 --> 00:17:22,535
Forty-five seconds?
377
00:17:22,625 --> 00:17:24,995
That should leave me ten whole seconds
for a curtain call.
378
00:17:26,625 --> 00:17:28,325
[GRUNTING]
379
00:17:31,792 --> 00:17:34,882
This looks like
an asymmetrical encryption code. Easy.
380
00:17:38,291 --> 00:17:42,711
Uh-oh. Unless it's merely disguised
as an asymmetrical encryption code.
381
00:17:45,500 --> 00:17:46,880
[GRUNTS]
382
00:17:46,959 --> 00:17:48,079
Aah!
383
00:17:50,000 --> 00:17:51,460
[GRUNTING]
384
00:17:54,291 --> 00:17:55,331
[GRUNTS]
385
00:18:00,250 --> 00:18:01,380
Okay, Gwen.
386
00:18:01,458 --> 00:18:03,418
All the spider powers in the world
aren't gonna help
387
00:18:03,500 --> 00:18:05,460
if your brain can't figure this out.
388
00:18:07,917 --> 00:18:10,497
Let's try a nonsequential algorithm.
389
00:18:20,250 --> 00:18:21,670
COMPUTER:
Launch sequence terminated.
390
00:18:22,750 --> 00:18:23,830
Yes!
391
00:18:23,917 --> 00:18:27,957
Spider-Gwen got me here,
but regular Gwen saves the day!
392
00:18:28,041 --> 00:18:29,291
Whoo-hoo!
393
00:18:38,083 --> 00:18:39,383
I got your back.
394
00:18:39,458 --> 00:18:42,248
Now show this imposter
who the real Spider-Man is!
395
00:18:46,417 --> 00:18:47,497
[GRUNTS]
396
00:18:50,375 --> 00:18:52,375
Game's over, Miss Muffet.
397
00:18:52,458 --> 00:18:53,878
Why'd you call him that?
398
00:18:53,959 --> 00:18:56,209
Because along came a spider,
399
00:18:56,291 --> 00:18:58,171
you've worked alongside her...
400
00:18:59,875 --> 00:19:01,575
[GRUNTING]
401
00:19:02,709 --> 00:19:04,999
...and beat the Stealth Spider away!
402
00:19:05,083 --> 00:19:06,133
Yeah!
403
00:19:06,208 --> 00:19:07,998
Making nursery rhymes cool again.
404
00:19:12,917 --> 00:19:15,377
And now to find out who you really are.
405
00:19:21,667 --> 00:19:23,327
-Ugh!
-Eww!
406
00:19:23,417 --> 00:19:25,167
And that's gonna give me nightmares.
407
00:19:25,250 --> 00:19:28,670
[ROARS]
408
00:19:35,750 --> 00:19:37,710
Uh-oh! He damaged the news copter.
409
00:19:37,792 --> 00:19:40,212
I'm on it! My first copter rescue.
410
00:19:41,917 --> 00:19:44,417
[ALARM BEEPING]
[GASPS]
411
00:19:44,500 --> 00:19:47,170
Hang on, folks! Help has arrived.
412
00:19:48,375 --> 00:19:49,825
[ALL YELL]
413
00:19:50,500 --> 00:19:52,040
[ALL GRUNT]
414
00:19:52,125 --> 00:19:54,165
[THUNDEROUS SPLASH]
415
00:19:55,458 --> 00:19:56,668
SPIDER-MAN:
Great work, you two.
416
00:19:57,333 --> 00:19:58,883
But that monster got away.
417
00:20:04,083 --> 00:20:06,793
I still can't believe
you have spider powers, Gwen.
418
00:20:06,875 --> 00:20:08,625
Wish I was there to see it.
419
00:20:08,709 --> 00:20:09,999
You should've turned on the TV.
420
00:20:10,083 --> 00:20:11,503
It was all over the news.
421
00:20:12,125 --> 00:20:13,125
Really?
422
00:20:13,208 --> 00:20:15,418
So everyone saw Spider-Man and friends
saving the city?
423
00:20:15,500 --> 00:20:18,000
[CHANTING]
Spider-Gwen! Spider-Gwen!
424
00:20:18,083 --> 00:20:23,253
Spider-Gwen! Spider-Gwen!
Spider-Gwen! Spider-Gwen!
425
00:20:23,333 --> 00:20:26,923
Well, they saw someone saving the city.
426
00:20:27,750 --> 00:20:30,630
Tell me again why we keep
our identities a secret.
427
00:20:30,709 --> 00:20:31,709
[SIGHS]
428
00:20:32,750 --> 00:20:34,000
I'm just glad my spider powers
429
00:20:34,083 --> 00:20:36,083
actually helped my relationship
with Harry for a change.
430
00:20:37,291 --> 00:20:39,921
[OVERLAPPING SHOUTING]
Can you sign this for me?
431
00:20:40,000 --> 00:20:44,830
[OVERLAPPING SHOUTING CONTINUES]
[GRATE CLANGING, CREAKING]
432
00:20:44,917 --> 00:20:47,327
Careful! The grate's breaking!
433
00:20:51,333 --> 00:20:52,543
[CROWD GASPING, EXCLAIMING]
434
00:20:52,625 --> 00:20:55,535
[PETER, MILES, GWEN GRUNTING]
435
00:20:55,625 --> 00:20:56,625
-Come on.
-Here.
436
00:20:58,083 --> 00:20:59,083
[GRUNTS]
437
00:20:59,583 --> 00:21:02,543
You just-- But how--?
438
00:21:03,333 --> 00:21:05,673
You're Spider-Man?
439
00:21:08,083 --> 00:21:10,333
No. No, Harry, listen, I--
440
00:21:10,417 --> 00:21:12,667
I must've been exposed
to the spider virus too.
441
00:21:13,542 --> 00:21:16,752
[SIGHS] You were long gone
by the time it exploded.
442
00:21:16,834 --> 00:21:18,674
I can't believe you kept this from me!
443
00:21:23,583 --> 00:21:25,673
[WIND HOWLING]
444
00:21:29,375 --> 00:21:31,375
I think the spider virus is airborne.