1 00:00:01,879 --> 00:00:05,750 [Living Brain] That fool Spider-Man had no idea what was coming. 2 00:00:05,750 --> 00:00:10,289 Even at the very end, he never truly understood. 3 00:00:10,289 --> 00:00:14,000 I just needed your defenses worn out, 4 00:00:14,000 --> 00:00:19,329 making you susceptible to the download of my mind 5 00:00:19,329 --> 00:00:22,750 into your body, permanently! 6 00:00:22,750 --> 00:00:24,789 [Spider-Man straining] 7 00:00:26,379 --> 00:00:30,120 Sorry, Ock... [grunts] 8 00:00:30,120 --> 00:00:32,880 but this body is already... 9 00:00:32,880 --> 00:00:35,039 occupied! 10 00:00:35,039 --> 00:00:36,039 [thuds] 11 00:00:36,039 --> 00:00:38,460 No time to defuse it. 12 00:00:38,460 --> 00:00:40,670 I have to take it somewhere safe. [grunts] 13 00:00:40,670 --> 00:00:42,460 [grunts] 14 00:00:42,460 --> 00:00:47,000 That bomb has more time left than you do, Spider. 15 00:00:47,000 --> 00:00:49,079 [straining] 16 00:00:49,079 --> 00:00:51,460 [screaming] 17 00:01:00,170 --> 00:01:02,460 [Doc Ock's voice, thinking] Did... it work? 18 00:01:02,460 --> 00:01:06,209 Ah. I-- I did it! 19 00:01:06,209 --> 00:01:08,879 I, Doctor Octopus, 20 00:01:08,879 --> 00:01:11,420 snuffed out the mind of my enemy. 21 00:01:11,420 --> 00:01:15,170 Now I inhabit the body of Spider-Man! 22 00:01:15,170 --> 00:01:17,250 [laughing] 23 00:01:17,250 --> 00:01:20,750 [sighs] I've witnessed him do this many times. 24 00:01:20,750 --> 00:01:22,879 I suppose I just... 25 00:01:22,879 --> 00:01:25,170 [laughs] Success! 26 00:01:25,170 --> 00:01:26,789 [grunting] 27 00:01:26,789 --> 00:01:29,579 [laughing] 28 00:01:29,579 --> 00:01:32,579 [sighs] One could get used to this spider-strength. 29 00:01:32,579 --> 00:01:33,579 [chuckles] 30 00:01:33,579 --> 00:01:35,379 Now, 31 00:01:35,379 --> 00:01:39,000 time to let the world see their hero. 32 00:01:39,000 --> 00:01:40,460 [crowd gasps] 33 00:01:40,460 --> 00:01:43,079 [yells] 34 00:01:46,329 --> 00:01:49,079 [grunts] 35 00:01:46,329 --> 00:01:49,079 [beeping] 36 00:01:49,079 --> 00:01:51,670 [crowd cheering] 37 00:01:49,079 --> 00:01:51,670 You did it, Spider-Man. 38 00:01:51,670 --> 00:01:54,210 They don't think he's a menace today. 39 00:01:54,210 --> 00:01:57,750 Maybe people will finally see Spidey for who he really is. 40 00:02:01,500 --> 00:02:03,500 Ah, my Octo-lair. 41 00:02:03,500 --> 00:02:06,079 Or, given my plan's success, 42 00:02:06,079 --> 00:02:09,289 should I call you the Spider's Nest? 43 00:02:09,289 --> 00:02:13,080 Now, to finally answer a burning question-- 44 00:02:13,080 --> 00:02:17,329 the true identity of the man who has been a thorn in my side. 45 00:02:20,079 --> 00:02:22,420 Peter Parker?! 46 00:02:22,420 --> 00:02:24,420 My former student? 47 00:02:24,420 --> 00:02:27,420 The one who was late for my lecture on punctuality? 48 00:02:27,420 --> 00:02:29,960 Impossible! He's a dolt! 49 00:02:29,960 --> 00:02:33,039 Yet he managed to fool me this entire time! 50 00:02:33,039 --> 00:02:35,120 Ugh! 51 00:02:35,120 --> 00:02:37,750 But no, it does not matter. 52 00:02:37,750 --> 00:02:41,079 I have destroyed my most hated enemy, 53 00:02:41,079 --> 00:02:43,420 and gained remarkably clear skin. 54 00:02:46,710 --> 00:02:49,460 Now, with the powers of Spider-Man, 55 00:02:49,460 --> 00:02:53,079 New York will bow to my genius! 56 00:03:06,379 --> 00:03:09,500 [Doc Ock's voice, thinking] Constants are vital to mathematical equations. 57 00:03:09,500 --> 00:03:12,500 And from my childhood to my recent mistreatment 58 00:03:12,500 --> 00:03:15,169 by both Horizon and Oz Academy, 59 00:03:15,169 --> 00:03:18,210 there has always been one constant in my life-- 60 00:03:18,210 --> 00:03:21,000 persecution by the citizens of this city. 61 00:03:22,379 --> 00:03:24,289 Now, as Spider-Man, 62 00:03:24,289 --> 00:03:28,210 I will pay back such treatment tenfold! 63 00:03:30,329 --> 00:03:33,039 Aah! 64 00:03:33,039 --> 00:03:35,960 [Peter sniffles] I just want to get back at them, Uncle Ben. 65 00:03:35,960 --> 00:03:39,920 It's not fair! 66 00:03:35,960 --> 00:03:39,920 I know being picked on never feels good, Pete. 67 00:03:39,920 --> 00:03:41,960 But-- But what did we talk about? 68 00:03:41,960 --> 00:03:44,500 Do you have that formula? 69 00:03:44,500 --> 00:03:48,120 I know. "With great power comes great responsibility." 70 00:03:48,120 --> 00:03:51,420 But I don't have power. The bullies do. 71 00:03:51,420 --> 00:03:55,620 With your smarts, kiddo, you have more power than a thousand bullies. 72 00:03:55,620 --> 00:03:59,750 The question is, are you going to use that power just for revenge, 73 00:03:59,750 --> 00:04:03,080 or are you going to use it to make the world a better place? 74 00:04:03,080 --> 00:04:04,789 [echoing] The world a better place... 75 00:04:04,789 --> 00:04:07,120 The world a better place... 76 00:04:04,789 --> 00:04:07,120 [grunts] What 77 00:04:07,120 --> 00:04:09,120 was that? 78 00:04:10,000 --> 00:04:13,039 [groans] 79 00:04:13,039 --> 00:04:16,420 Th-That must've been one of Parker's latent memories. 80 00:04:16,420 --> 00:04:18,500 Some neurological detritus left over 81 00:04:18,500 --> 00:04:21,790 when I rewrote my mental patterns onto his brain. 82 00:04:21,790 --> 00:04:23,579 I'm certain it will fade in time. 83 00:04:24,790 --> 00:04:27,079 "Great responsibility"... Ha! 84 00:04:27,079 --> 00:04:30,879 Whoever invented this formula is a scientific ignoramus. 85 00:04:30,879 --> 00:04:35,040 For one thing, in physics, "G" stands for "gravity," not "great." 86 00:04:35,040 --> 00:04:36,829 What nonsense. 87 00:04:39,790 --> 00:04:42,209 [woman grunting] 88 00:04:45,079 --> 00:04:49,040 [through speaker device] Silver Sable. Keeping yourself at the ready, I see. 89 00:04:49,040 --> 00:04:50,290 Impressive. 90 00:04:50,290 --> 00:04:54,040 The Spider. 91 00:04:50,290 --> 00:04:54,040 Not exactly. 92 00:04:54,040 --> 00:04:58,000 Let's just say I'm under new management. 93 00:04:58,000 --> 00:05:00,920 I'm here on behalf of your client, Doc Ock. 94 00:05:00,920 --> 00:05:04,120 You, working for the Octopus? 95 00:05:04,120 --> 00:05:06,500 How stupid do you think I am? 96 00:05:06,500 --> 00:05:08,579 Only mildly. 97 00:05:08,579 --> 00:05:11,209 Are you ready to move forward with the operation? 98 00:05:11,209 --> 00:05:13,379 A trap. 99 00:05:13,379 --> 00:05:17,750 Trying to trick me into giving you details of Ock's plans. 100 00:05:17,750 --> 00:05:22,329 The plan of robbing Advanced Idea Mechanics of their superweapons? 101 00:05:22,329 --> 00:05:26,120 I don't need you to tell me the details. Ock already has. 102 00:05:26,120 --> 00:05:28,170 Once modified by Ock's brilliance, 103 00:05:28,170 --> 00:05:31,750 those weapons will arm a group of underlings so powerful, 104 00:05:31,750 --> 00:05:35,250 they will make the Sinister Six look like irate children. 105 00:05:35,250 --> 00:05:37,920 You intercepted that info. 106 00:05:37,920 --> 00:05:40,170 If you were working for Ock, he'd have given you 107 00:05:40,170 --> 00:05:42,750 a pass code to-- 108 00:05:40,170 --> 00:05:42,750 Omega 4-1. 109 00:05:42,750 --> 00:05:46,920 You really are working for that ugly blowhard. 110 00:05:46,920 --> 00:05:48,920 Ock is a genius! 111 00:05:48,920 --> 00:05:51,750 And many people find him quite handsome, actually. 112 00:05:51,750 --> 00:05:55,579 Sure. A handsome genius who left me in here to rot for months. 113 00:05:55,579 --> 00:05:58,120 I was beginning to think he'd forgotten our arrangement. 114 00:05:58,120 --> 00:06:02,790 Patience clearly isn't one of the disciplines in which you are trained. 115 00:06:02,790 --> 00:06:05,170 Are you on board or not? 116 00:06:06,670 --> 00:06:10,000 Yes. Get me out of here, and I'm ready to move forward. 117 00:06:10,000 --> 00:06:12,170 That's all I needed to hear. 118 00:06:12,170 --> 00:06:14,040 [clicks] 119 00:06:14,040 --> 00:06:16,170 Hmm. Got to hand it to him. 120 00:06:16,170 --> 00:06:19,079 That squalid little man knows his tech. 121 00:06:19,079 --> 00:06:23,540 "Squalid"?! Otto Octavius's hygiene is above repute. 122 00:06:35,420 --> 00:06:38,620 Go. I'll soon supply you with coordinates. 123 00:06:38,620 --> 00:06:41,959 Then play your part, just as Ock brilliantly planned. 124 00:06:41,959 --> 00:06:43,670 Copy that. 125 00:06:45,000 --> 00:06:46,379 Well, look at that. 126 00:06:46,379 --> 00:06:48,829 What, you in the jailbreak business now, bug? 127 00:06:48,829 --> 00:06:50,040 Spidey! 128 00:06:50,040 --> 00:06:52,879 You made it here so fast. You gotta stop him! 129 00:06:52,879 --> 00:06:54,750 Nuts to that. 130 00:06:58,459 --> 00:07:01,709 Yeah, I knew you wouldn't wanna mess with me, insect. 131 00:07:01,709 --> 00:07:04,750 [laughing] 132 00:07:04,750 --> 00:07:07,420 You're letting dangerous criminals back on the streets! 133 00:07:07,420 --> 00:07:09,750 Thanks for nothing, Spider-Man! 134 00:07:09,750 --> 00:07:12,879 Hey, stop that guy! He broke in without clearance! 135 00:07:12,879 --> 00:07:14,879 Outta my way, man! 136 00:07:16,829 --> 00:07:18,879 [man] Hey, Spider, you're on. 137 00:07:18,879 --> 00:07:20,420 Come on! 138 00:07:20,420 --> 00:07:22,290 Thanks for nothing! 139 00:07:22,290 --> 00:07:26,120 [Spider-Man] Sorry. I gotta save my moves for the judges. 140 00:07:26,120 --> 00:07:31,170 Oh, no! [yells, grunts] 141 00:07:31,170 --> 00:07:34,079 Another of Parker's intrusive memories? 142 00:07:34,079 --> 00:07:36,000 Why is this nagging me? 143 00:07:36,000 --> 00:07:39,329 Somehow I regret not having stopped Hammerhead. 144 00:07:39,329 --> 00:07:42,120 But why should I care if another criminal is on the loose? 145 00:07:42,120 --> 00:07:45,000 I do not have time for such irrelevant trivia. 146 00:07:45,000 --> 00:07:48,959 I must not let any variables distract me. 147 00:07:53,420 --> 00:07:57,079 A facility for processing honey? 148 00:07:57,079 --> 00:07:59,079 Even I'll admit, 149 00:07:59,079 --> 00:08:02,290 it's a clever place to hide an undercover outpost 150 00:08:02,290 --> 00:08:05,000 of the criminal science organization, AIM. 151 00:08:05,000 --> 00:08:08,829 Admittedly very advanced security measures. 152 00:08:08,829 --> 00:08:10,620 Genius level, in fact. 153 00:08:10,620 --> 00:08:14,000 Good thing I'm superior to mere geniuses. 154 00:08:21,920 --> 00:08:25,959 Excellent. Not that I'm surprised by my own genius. 155 00:08:25,959 --> 00:08:28,500 Now to message these coordinates to Sable 156 00:08:28,500 --> 00:08:31,420 so she knows the exact location of the AIM weapons cache. 157 00:08:32,710 --> 00:08:34,960 What is this sensation? 158 00:08:34,960 --> 00:08:37,539 A tingling. A need to jump! 159 00:08:39,580 --> 00:08:43,789 Aim found me, yet I had some kind of mental danger sense. 160 00:08:43,789 --> 00:08:47,919 No wonder Spider-Man was always able to dodge my surprise attacks! 161 00:08:47,919 --> 00:08:50,580 Only a temporary complication. 162 00:08:50,580 --> 00:08:53,960 I'll finish these fools off in no time. 163 00:08:55,080 --> 00:08:57,580 [yells] 164 00:08:57,580 --> 00:09:02,210 What? Out of webs? I can run out of webs? 165 00:09:02,210 --> 00:09:03,210 I did not know that! 166 00:09:05,669 --> 00:09:07,460 No more webs? 167 00:09:07,460 --> 00:09:10,919 What kind of dolt creates a device with these severe limitations? 168 00:09:11,919 --> 00:09:13,919 [grunting] 169 00:09:13,919 --> 00:09:17,169 The strength and reflexes in this body are truly amazing. 170 00:09:17,169 --> 00:09:19,419 Which means though I might be outnumbered, 171 00:09:19,419 --> 00:09:22,710 the odds are certainly not against me! [grunts] 172 00:09:28,879 --> 00:09:32,830 Defeating AIM with rudimentary physics. 173 00:09:28,879 --> 00:09:32,830 [grunts] 174 00:09:32,830 --> 00:09:35,000 How fitting. 175 00:09:32,830 --> 00:09:35,000 [kick lands] 176 00:09:35,000 --> 00:09:38,080 [Dock Ock's voice groans] It's becoming readily apparent 177 00:09:38,080 --> 00:09:42,080 Parker never lived up to his full potential with these powers. 178 00:09:42,080 --> 00:09:44,830 I would give his efforts a 47 percent-- 179 00:09:44,830 --> 00:09:47,460 well below a passing grade. 180 00:09:48,919 --> 00:09:50,919 Advanced Idea Mechanics, huh? 181 00:09:50,919 --> 00:09:54,669 More like Advanced Imbecilic Meatheads. [laughs] 182 00:09:54,669 --> 00:09:58,210 I've been holding on to that joke for years. Worth the wait. 183 00:09:59,080 --> 00:10:02,080 [AIM soldiers groaning] 184 00:10:07,000 --> 00:10:08,460 Aah! 185 00:10:08,460 --> 00:10:10,039 Ha! You missed. 186 00:10:11,120 --> 00:10:13,919 [all crying out] 187 00:10:13,919 --> 00:10:15,830 [tires screeching] 188 00:10:17,710 --> 00:10:19,379 [creaking] 189 00:10:22,379 --> 00:10:25,789 Why do I feel compelled to save them? 190 00:10:25,789 --> 00:10:27,710 Why am I taking this risk? 191 00:10:27,710 --> 00:10:29,500 [all scream] 192 00:10:29,500 --> 00:10:32,620 [whimpering] 193 00:10:32,620 --> 00:10:34,460 Huh? 194 00:10:37,289 --> 00:10:39,919 You-- You saved us! 195 00:10:39,919 --> 00:10:41,460 You're a hero. 196 00:10:39,919 --> 00:10:41,460 [siren wailing] 197 00:10:41,460 --> 00:10:43,080 [grunts] I am no 198 00:10:43,080 --> 00:10:45,379 hero. 199 00:10:43,080 --> 00:10:45,379 [brakes screech] 200 00:10:48,620 --> 00:10:50,710 Yes, I am quite impressive. 201 00:10:50,710 --> 00:10:53,000 Now quit gawking and save these innocents! 202 00:10:53,000 --> 00:10:55,120 Yes, sir! Here we go. 203 00:10:55,120 --> 00:10:57,289 [grunts] Hurry! 204 00:11:02,169 --> 00:11:04,210 [screaming] 205 00:11:06,460 --> 00:11:08,580 Ben! 206 00:11:15,500 --> 00:11:17,169 I have you! 207 00:11:18,169 --> 00:11:20,379 "I have you"? 208 00:11:24,500 --> 00:11:26,710 [onlookers cheering] 209 00:11:26,710 --> 00:11:29,500 You are... 210 00:11:26,710 --> 00:11:29,500 [cheering continues] 211 00:11:29,500 --> 00:11:31,080 welcome. 212 00:11:33,210 --> 00:11:36,669 Now, this is how one creates a web-shooter. 213 00:11:36,669 --> 00:11:38,669 Highly condensed web fluid. 214 00:11:38,669 --> 00:11:42,210 Nearly impossible to run out, and stronger to boot. 215 00:11:42,210 --> 00:11:46,080 It stuns me how inefficient Parker was as Spider-Man. 216 00:11:46,080 --> 00:11:49,169 In local news, a family of three were unexpectedly rescued 217 00:11:49,169 --> 00:11:50,789 by Spider-Man this afternoon. 218 00:11:50,789 --> 00:11:53,379 Despite his controversial reputation, 219 00:11:53,379 --> 00:11:55,669 to the passengers in this vehicle, 220 00:11:55,669 --> 00:11:58,330 Spider-Man is a lifesaver. 221 00:11:58,330 --> 00:12:01,000 What compelled me to save that van 222 00:12:01,000 --> 00:12:03,379 when I should be focusing on my own mission? 223 00:12:03,379 --> 00:12:07,250 Another side effect of the mind transfer, perhaps? 224 00:12:07,250 --> 00:12:09,500 I'll have to research later. 225 00:12:09,500 --> 00:12:12,000 The coordinates I gave Sable. 226 00:12:12,000 --> 00:12:14,750 AIM has hidden their superweapons cache 227 00:12:14,750 --> 00:12:17,830 directly under Central Park? 228 00:12:17,830 --> 00:12:20,210 There will be many innocent people present 229 00:12:20,210 --> 00:12:23,120 when she puts the explosive extraction into motion. 230 00:12:23,120 --> 00:12:25,539 Not ideal. 231 00:12:28,750 --> 00:12:31,379 [groans] 232 00:12:31,379 --> 00:12:34,750 I cannot believe these ideas are in my brain. 233 00:12:34,750 --> 00:12:37,750 Why should I, the great Otto Octavius, 234 00:12:37,750 --> 00:12:40,830 feel concern for people I do not even know? 235 00:12:40,830 --> 00:12:44,169 What care I for the unwashed masses? [gasps] 236 00:12:44,169 --> 00:12:48,620 You-- You saved us! You're a hero. 237 00:12:48,620 --> 00:12:50,960 Stay focused. No variables! 238 00:12:50,960 --> 00:12:54,210 This is about me. About my plans! 239 00:12:57,580 --> 00:13:00,750 [Spider-Man grunts] You're coming with me! 240 00:13:03,080 --> 00:13:05,039 [grunts] 241 00:13:05,039 --> 00:13:08,169 [man yelling] 242 00:13:05,039 --> 00:13:08,169 [grunts] 243 00:13:08,169 --> 00:13:11,000 [groans] D-Don't hurt me! 244 00:13:11,000 --> 00:13:13,000 [Spider-Man] Are you making a request 245 00:13:13,000 --> 00:13:15,960 or quoting someone else from tonight? 246 00:13:15,960 --> 00:13:19,039 I didn't mean to-- [muffled shouting] 247 00:13:21,080 --> 00:13:24,750 Save your excuses! [grunts] 248 00:13:24,750 --> 00:13:27,039 All I wanna hear is your screams! 249 00:13:27,039 --> 00:13:28,710 Huh? 250 00:13:28,710 --> 00:13:30,710 That face! 251 00:13:30,710 --> 00:13:32,669 I remember that face. 252 00:13:32,669 --> 00:13:35,120 What have I done? 253 00:13:35,120 --> 00:13:38,830 My inaction caused the death of the man who raised me! 254 00:13:38,830 --> 00:13:43,500 Uncle Ben... I'm so sorry. 255 00:13:43,500 --> 00:13:47,830 What? I have not allowed myself to cry in years! 256 00:13:47,830 --> 00:13:49,080 Ugh! 257 00:13:49,080 --> 00:13:54,080 I have made a... miscalculation. 258 00:13:54,080 --> 00:13:58,120 I believed Parker's body would simply be a vessel for my own mind, 259 00:13:58,120 --> 00:14:03,120 but now I share his experiences as if I'd lived them. 260 00:14:03,120 --> 00:14:06,919 I may not have made these memories, but they are in my brain. 261 00:14:06,919 --> 00:14:10,000 They are as much mine now as they were Parker's. 262 00:14:10,000 --> 00:14:14,289 I believed great power was only a means to more power. 263 00:14:14,289 --> 00:14:16,919 But now I see that I was wrong. 264 00:14:16,919 --> 00:14:19,039 I cannot, through my inaction, 265 00:14:19,039 --> 00:14:22,210 allow others to suffer as Uncle Ben did. 266 00:14:22,210 --> 00:14:24,379 Come in, Silver Sable. 267 00:14:24,379 --> 00:14:26,379 Abort the mission. Do you read? 268 00:14:26,379 --> 00:14:31,120 If she's already begun, she's gone into radio silence. 269 00:14:31,120 --> 00:14:33,710 Which means I have to get to work. 270 00:14:39,289 --> 00:14:41,710 Sable, stop everything. 271 00:14:41,710 --> 00:14:46,620 I, uh-- Ock has decided we need to abort the mission immediately. 272 00:14:46,620 --> 00:14:49,169 Nice try, but I know Ock. 273 00:14:49,169 --> 00:14:52,289 If he wanted the admission aborted, he would've come himself. 274 00:14:52,289 --> 00:14:55,710 Yes, well, he'd be here, but he's... busy, 275 00:14:55,710 --> 00:14:58,120 uh, greeting his many admirers. 276 00:14:58,120 --> 00:15:00,919 Ock has friends? [laughs] 277 00:15:00,919 --> 00:15:03,000 Since when? Forget it. 278 00:15:03,000 --> 00:15:05,580 I'm moments away from final activation. 279 00:15:05,580 --> 00:15:07,080 [beeping] 280 00:15:10,620 --> 00:15:13,580 This plan cannot continue. 281 00:15:13,580 --> 00:15:15,710 Innocent lives are at stake. 282 00:15:15,710 --> 00:15:18,580 Ha. Otto Octavius? 283 00:15:18,580 --> 00:15:20,710 Caring about innocents? 284 00:15:20,710 --> 00:15:24,080 Sorry, Spider-Man, but now I know you're lying. 285 00:15:24,080 --> 00:15:25,080 What? 286 00:15:28,000 --> 00:15:30,710 Hmm. That was a fatal mistake. 287 00:15:30,710 --> 00:15:31,830 [grunts] 288 00:15:36,539 --> 00:15:38,169 [grunting] 289 00:15:38,169 --> 00:15:40,580 [yells, grunts] 290 00:15:44,000 --> 00:15:45,580 Uh... 291 00:15:45,580 --> 00:15:47,169 Uh... 292 00:15:48,580 --> 00:15:50,289 Oh, yeah. 293 00:15:50,289 --> 00:15:52,580 I forgot about this part of the plan. 294 00:15:52,580 --> 00:15:55,460 I have Ock on my side this time, web-head. 295 00:15:55,460 --> 00:15:57,539 You're out of luck! 296 00:15:57,539 --> 00:15:59,789 Me, attacked by an Octo-bot? 297 00:15:59,789 --> 00:16:01,539 This is painfully ironic. 298 00:16:09,120 --> 00:16:12,120 [grunts, laughs] 299 00:16:12,120 --> 00:16:15,120 Oh, you might be good, kid, but Ock is better. 300 00:16:15,120 --> 00:16:16,750 You won't stop us now. 301 00:16:15,120 --> 00:16:16,750 [beeps] 302 00:16:16,750 --> 00:16:20,750 [beeping] 303 00:16:20,750 --> 00:16:24,789 No! The detonator's timers have started! [grunts] 304 00:16:24,789 --> 00:16:26,750 Everybody run! 305 00:16:26,750 --> 00:16:29,919 You will pay for your defiance, Sable! 306 00:16:31,750 --> 00:16:33,330 [grunts] 307 00:16:36,669 --> 00:16:39,460 You are a fine creation, [grunts] 308 00:16:36,669 --> 00:16:39,460 [beeping] 309 00:16:39,460 --> 00:16:42,960 but I am your master. 310 00:16:42,960 --> 00:16:45,580 How did you-- [grunting] 311 00:16:45,580 --> 00:16:49,169 Let's just say that my familiarity with Octo-bot design 312 00:16:45,580 --> 00:16:49,169 [grunting] 313 00:16:49,169 --> 00:16:51,960 allowed me insight into its weak spots. 314 00:16:49,169 --> 00:16:51,960 [annoyed groan] 315 00:16:51,960 --> 00:16:53,750 It doesn't matter. 316 00:16:53,750 --> 00:16:56,120 Ock's plan will-- [muffled grunt] 317 00:16:53,750 --> 00:16:56,120 [siren approaching] 318 00:16:56,120 --> 00:16:59,250 Your contract is terminated, shrew. 319 00:16:59,250 --> 00:17:02,460 Hey, Spider-Man, how can we help? 320 00:17:02,460 --> 00:17:06,210 It is most fortunate that you are here. The danger has not passed. 321 00:17:06,210 --> 00:17:10,000 Get all civilians clear of this location by at least 100 yards. 322 00:17:10,000 --> 00:17:12,329 Okay, but what-- 323 00:17:10,000 --> 00:17:12,329 Do it now! 324 00:17:12,329 --> 00:17:15,960 Everyone, please clear the park area immediately! 325 00:17:15,960 --> 00:17:18,000 [Doc Ock's voice, thinking] I only have mere seconds 326 00:17:18,000 --> 00:17:20,880 before these detonators start exploding in a series. 327 00:17:20,880 --> 00:17:24,170 A field test for the strength of my new webs. 328 00:17:26,170 --> 00:17:28,579 [onlookers shout, scream] 329 00:17:35,789 --> 00:17:38,119 [yells] 330 00:17:38,119 --> 00:17:40,210 [grunting, panting] 331 00:17:43,880 --> 00:17:46,619 I've never seen him so determined. 332 00:17:46,619 --> 00:17:51,039 Is Spider-Man somehow better than he used to be? 333 00:17:51,039 --> 00:17:54,250 The last bomb. If I push this body to its limits, 334 00:17:54,250 --> 00:17:56,000 I should be able-- 335 00:17:54,250 --> 00:17:56,000 My ball! 336 00:17:56,000 --> 00:17:57,039 No! 337 00:17:57,039 --> 00:17:59,079 [panting] 338 00:17:59,079 --> 00:18:01,079 Attention! You must get clear! 339 00:18:01,079 --> 00:18:03,289 [panting, grunting] 340 00:18:03,289 --> 00:18:06,039 [beeping continues, stops] 341 00:18:06,039 --> 00:18:07,539 Get down! 342 00:18:10,079 --> 00:18:11,670 [bell dings] 343 00:18:11,670 --> 00:18:13,829 [murmuring] 344 00:18:16,170 --> 00:18:18,670 [Peter] Wow. Everyone looks so small from up here. 345 00:18:18,670 --> 00:18:20,289 Like little ants. 346 00:18:20,289 --> 00:18:23,789 Yeah, but all those ants are people, just like you and me. 347 00:18:23,789 --> 00:18:26,119 Millions of them. From all over the world. 348 00:18:26,119 --> 00:18:29,039 Each and every one of them as important as anyone else. 349 00:18:29,039 --> 00:18:31,289 That's why I love coming up here. 350 00:18:31,289 --> 00:18:34,619 Sometimes it's important to see things from a new perspective. 351 00:18:38,039 --> 00:18:41,500 Spider-Man, you saved my grandson's life! 352 00:18:41,500 --> 00:18:44,960 I-- I did? 353 00:18:44,960 --> 00:18:47,670 [policeman] That was the bravest thing I've ever seen. 354 00:18:47,670 --> 00:18:49,460 Thank you, Spider-Man. 355 00:18:49,460 --> 00:18:51,920 [onlookers cheering] 356 00:18:54,960 --> 00:18:58,039 Um, it is my understanding 357 00:18:58,039 --> 00:19:00,119 that this kind of social situation 358 00:19:00,119 --> 00:19:03,170 requires me to say, "You are"-- 359 00:19:03,170 --> 00:19:05,789 My hero, Spider-Man. 360 00:19:03,170 --> 00:19:05,789 Huh? 361 00:19:05,789 --> 00:19:09,210 You're welcome. 362 00:19:09,210 --> 00:19:12,420 My own father taught me everyone else in the world is beneath me, 363 00:19:12,420 --> 00:19:16,119 but I now see Parker's Uncle Ben was correct. 364 00:19:16,119 --> 00:19:18,619 Every one of these people are important. 365 00:19:16,119 --> 00:19:18,619 [chattering] 366 00:19:18,619 --> 00:19:22,710 Like a fool, I thought I was the constant in my life's equation-- 367 00:19:22,710 --> 00:19:24,210 that nothing could change me. 368 00:19:24,210 --> 00:19:26,789 But I never realized that variables, 369 00:19:26,789 --> 00:19:29,750 such as sharing all of Peter Parker's experiences 370 00:19:29,750 --> 00:19:32,210 would not only effect my life's equation, 371 00:19:32,210 --> 00:19:34,420 but improve it. 372 00:19:37,000 --> 00:19:40,210 Despite the preposterousness of this formula, 373 00:19:40,210 --> 00:19:42,289 there is a certain truth to it. 374 00:19:42,289 --> 00:19:46,539 Great power does equate with great responsibility. 375 00:19:46,539 --> 00:19:50,119 Otto Octavius will become 376 00:19:50,119 --> 00:19:53,710 the Superior Spider-Man. 377 00:19:57,920 --> 00:19:59,420 Mmm. 378 00:20:02,829 --> 00:20:05,210 Ah, steak dinner. 379 00:20:05,210 --> 00:20:07,210 They don't got these in the slammer. 380 00:20:07,210 --> 00:20:09,579 I'd have given up any one of youse just to smell one. 381 00:20:09,579 --> 00:20:11,119 [sniffs] 382 00:20:11,119 --> 00:20:13,380 Oh! Buonissima! 383 00:20:13,380 --> 00:20:17,579 Uh, aren't you worried Spider-Man might track you down again, 384 00:20:17,579 --> 00:20:19,079 throw us all behind bars? 385 00:20:19,079 --> 00:20:21,210 Spider-Man?! [laughs] 386 00:20:21,210 --> 00:20:23,789 I tell you what, that clown in those clown pajamas 387 00:20:23,789 --> 00:20:25,789 had the chance to stop me when I was breaking out. 388 00:20:25,789 --> 00:20:28,250 Guess what he did. 389 00:20:28,250 --> 00:20:30,079 Stopped you? 390 00:20:30,079 --> 00:20:32,619 No, he didn't stop me, ya lunk! 391 00:20:32,619 --> 00:20:34,500 I'm sitting right here in front of ya. 392 00:20:34,500 --> 00:20:36,619 If I could turn your stupidity into energy, 393 00:20:36,619 --> 00:20:39,539 I could power this city. 394 00:20:39,539 --> 00:20:42,380 [scoffs] Spider-Man just let me go. 395 00:20:42,380 --> 00:20:44,500 Turned his back and webbed off. 396 00:20:44,500 --> 00:20:47,170 We ain't got nothing to worry about from him, I tell you what. 397 00:20:47,170 --> 00:20:49,960 Now pass the béarnaise. 398 00:20:51,500 --> 00:20:53,829 Huh? 399 00:20:51,500 --> 00:20:53,829 Wha-- 400 00:20:51,500 --> 00:20:53,829 What's happenin'? 401 00:20:53,829 --> 00:20:56,210 [grunting] 402 00:20:57,210 --> 00:20:59,210 [cries out] 403 00:20:59,210 --> 00:21:01,670 [grunts, groans] 404 00:21:01,670 --> 00:21:03,619 Spider-Man! 405 00:21:03,619 --> 00:21:07,079 Since when do you enter a room without making a bad joke? 406 00:21:07,079 --> 00:21:09,039 That was then, Hammerhead. 407 00:21:09,039 --> 00:21:11,460 This is now! 408 00:21:09,039 --> 00:21:11,460 [blow lands] 409 00:21:13,829 --> 00:21:17,000 Well, we're gonna have to get the Neuro-Cortex out of this housing 410 00:21:17,000 --> 00:21:18,920 and get it back to Horizon. 411 00:21:18,920 --> 00:21:21,619 I hope it's not damaged beyond repair. 412 00:21:21,619 --> 00:21:24,079 [gasping] 413 00:21:29,250 --> 00:21:30,079 Where am I?