1 00:00:00,380 --> 00:00:02,500 Hello? 2 00:00:02,500 --> 00:00:05,330 Where am I? 3 00:00:12,669 --> 00:00:14,960 Well, this can't be good at all. 4 00:00:16,500 --> 00:00:20,039 Okay, Pete, don't panic. Uh, you can figure this out. 5 00:00:20,039 --> 00:00:23,000 Last I remember, I was fighting Doctor Octopus, 6 00:00:23,000 --> 00:00:25,420 and then... 7 00:00:25,420 --> 00:00:29,000 I just needed your defenses worn out, 8 00:00:29,000 --> 00:00:32,750 making you susceptible to the download 9 00:00:32,750 --> 00:00:38,539 of my mind into your body, permanently! 10 00:00:38,539 --> 00:00:40,750 Ock was in robotic form. 11 00:00:40,750 --> 00:00:42,460 Did he swap minds with me? 12 00:00:42,460 --> 00:00:44,289 Is that impossible? 13 00:00:44,289 --> 00:00:47,079 Does that mean I'm trapped in some kind of machine? 14 00:00:47,079 --> 00:00:51,250 Um, bigger question: if my mind isn't here, 15 00:00:51,250 --> 00:00:53,250 wherever "here" is, 16 00:00:53,250 --> 00:00:55,039 then where on earth is my body? 17 00:00:58,079 --> 00:00:59,880 'Sup? 18 00:00:59,880 --> 00:01:02,000 That's what we were waiting to find out, same as you. 19 00:01:02,000 --> 00:01:04,540 [groans] I'm betting it's about the bug. 20 00:01:04,540 --> 00:01:08,120 Getting chilly out there these days with the Spider tearing up the streets. 21 00:01:08,120 --> 00:01:11,000 Eh. 22 00:01:08,120 --> 00:01:11,000 What? I'm making it up? 23 00:01:11,000 --> 00:01:13,960 Silvermane-- taken down. Same with Big Wheel. 24 00:01:13,960 --> 00:01:16,039 Hammerhead-- demolished. 25 00:01:16,039 --> 00:01:18,120 Spider-Man's ripping up the whole underworld. 26 00:01:18,120 --> 00:01:19,960 And mean-like. 27 00:01:19,960 --> 00:01:22,170 No more Mr. Nice-Bug or something. 28 00:01:22,170 --> 00:01:24,000 Pfft. I seen him up close. 29 00:01:24,000 --> 00:01:27,170 Guy's just a circus acrobat with a bunch of corny jokes. 30 00:01:27,170 --> 00:01:29,579 Total lightweight. 31 00:01:27,170 --> 00:01:29,579 [sinister laughter] 32 00:01:30,620 --> 00:01:32,000 [yells] 33 00:01:32,000 --> 00:01:35,039 It's him! 34 00:01:35,039 --> 00:01:37,000 Yeah, but there's three of us and one of him, 35 00:01:37,000 --> 00:01:38,829 so just don't let him-- 36 00:01:37,000 --> 00:01:38,829 [both yell] 37 00:01:38,829 --> 00:01:41,079 Pick you off one by one? 38 00:01:38,829 --> 00:01:41,079 [gasps] 39 00:01:44,000 --> 00:01:47,000 It's time for a conversation. 40 00:01:47,000 --> 00:01:49,960 I intercepted a text inviting you all here. 41 00:01:49,960 --> 00:01:51,289 Who sent it? 42 00:01:51,289 --> 00:01:53,710 I don't know what you-- [yells] 43 00:01:53,710 --> 00:01:55,170 [grunts] 44 00:01:53,710 --> 00:01:55,170 [groans] 45 00:01:55,170 --> 00:01:58,710 Okay. It was Sandgirl. She called the meeting. 46 00:01:58,710 --> 00:02:01,379 Eh, some big plan. I don't know what. 47 00:02:01,379 --> 00:02:04,620 Look, I'm innocent here. I didn't even commit a crime. 48 00:02:04,620 --> 00:02:08,169 And you never will again. [laughs] 49 00:02:08,169 --> 00:02:10,169 Things are different now. [grunts] 50 00:02:08,169 --> 00:02:10,169 [blow lands] 51 00:02:38,670 --> 00:02:42,420 Everyone says they're impressed with this new Spider-Man. 52 00:02:42,420 --> 00:02:45,170 I'm here to tell you, I don't buy it! 53 00:02:45,170 --> 00:02:47,460 Spider-Man has a history... 54 00:02:45,170 --> 00:02:47,460 [Otto Octavius' voice thinking] Oh, I'm newer 55 00:02:47,460 --> 00:02:50,670 than you could possibly imagine, old fool. 56 00:02:50,670 --> 00:02:56,039 With the brilliant mind of Otto Octavius now in Peter Parker's body, 57 00:02:56,039 --> 00:03:00,710 Spider-Man's performance has taken a quantum leap by every conceivable metric. 58 00:03:00,710 --> 00:03:02,500 Parker wasn't worthy of this. 59 00:03:02,500 --> 00:03:03,669 Good morning, Pete. 60 00:03:02,500 --> 00:03:03,669 Hmm? 61 00:03:03,669 --> 00:03:05,789 Aah! I mean, uh, 62 00:03:05,789 --> 00:03:08,539 good morning to you, too, dear Aunt May. 63 00:03:08,539 --> 00:03:12,750 [gasps] Oh, good gracious! Look at this! 64 00:03:12,750 --> 00:03:17,539 All right now. Who are you, and what have you done with my Peter? 65 00:03:17,539 --> 00:03:20,879 Nothing. I've done absolutely nothing. 66 00:03:20,879 --> 00:03:23,579 [chuckling] Ohh. 67 00:03:23,579 --> 00:03:25,960 I guess you really have finally grown up. 68 00:03:25,960 --> 00:03:28,670 Ah. [fake chuckling] 69 00:03:28,670 --> 00:03:31,120 A joke. How amusing. 70 00:03:31,120 --> 00:03:34,670 Yes, I am, uh, maturing before your very eyes. 71 00:03:34,670 --> 00:03:39,079 For example, look at the protein-rich feast I've concocted for you. 72 00:03:39,079 --> 00:03:43,170 No more of that sugary, carb-loaded mess you call "wheat cakes." 73 00:03:43,170 --> 00:03:46,960 "Mess"? I thought you loved my wheat cakes. 74 00:03:46,960 --> 00:03:49,120 Mess? Mass. 75 00:03:49,120 --> 00:03:52,500 I meant "mass." Of tastiness, admittedly. 76 00:03:52,500 --> 00:03:54,579 But now that I'm all grown up, 77 00:03:54,579 --> 00:03:57,579 my priority is to keep you healthy and happy. 78 00:03:57,579 --> 00:03:59,329 Well, all right. 79 00:03:59,329 --> 00:04:02,039 I suppose I could get used to this. 80 00:04:02,039 --> 00:04:05,330 Yes. Now, off to school. 81 00:04:05,330 --> 00:04:07,620 Already? But it's only-- 82 00:04:07,620 --> 00:04:11,120 Cannot be late for my first day back. 83 00:04:11,120 --> 00:04:14,379 "First day back"? 84 00:04:14,379 --> 00:04:19,750 I must maintain a plausible Parker impersonation if I'm going to pull this off. 85 00:04:19,750 --> 00:04:21,329 Hey, Pete. 86 00:04:21,329 --> 00:04:24,079 Yes! I am Peter Parker. 87 00:04:24,079 --> 00:04:26,209 That is absolutely correct. [chuckles] 88 00:04:26,209 --> 00:04:28,120 Huh? 89 00:04:28,120 --> 00:04:31,170 I think that went well. 90 00:04:31,170 --> 00:04:33,540 [students groan, grumble] 91 00:04:35,170 --> 00:04:37,120 [scoffs] Does it count as pop quiz 92 00:04:37,120 --> 00:04:39,040 if it happens almost every day? 93 00:04:46,079 --> 00:04:49,000 Don, I realize "many worlds" theory 94 00:04:49,000 --> 00:04:52,000 is currently all the rage with science fiction fans, 95 00:04:52,000 --> 00:04:54,379 but to rely on it as actual evidence 96 00:04:54,379 --> 00:04:57,000 of quantum locality is beneath you. 97 00:04:57,000 --> 00:04:59,000 This is a physics class. 98 00:04:59,000 --> 00:05:02,329 Please do not waste our time with such fantasy. 99 00:05:03,829 --> 00:05:06,709 Hmph! Ridiculous. 100 00:05:06,709 --> 00:05:10,079 Hey, Pete! Max is looking for you. 101 00:05:10,079 --> 00:05:11,959 [scoffs] Modell? 102 00:05:11,959 --> 00:05:14,000 I am sure it is trivial. 103 00:05:14,000 --> 00:05:17,040 Tell him I will catch up with him when I have time. 104 00:05:17,040 --> 00:05:19,040 Uh, I'm not your assistant, dude. 105 00:05:19,040 --> 00:05:22,620 Just passing the message. 106 00:05:19,040 --> 00:05:22,620 What? Uh-- 107 00:05:22,620 --> 00:05:24,620 Oh, right. 108 00:05:24,620 --> 00:05:26,500 Sorry... dude. 109 00:05:26,500 --> 00:05:30,709 But the, uh, assistant thing is a good-- cool idea. 110 00:05:30,709 --> 00:05:33,329 Let me know if you think of any suitable candidates. 111 00:05:36,040 --> 00:05:38,000 Is Pete getting enough sleep? 112 00:05:38,000 --> 00:05:40,829 Don't know the answer to that, but I do know this: 113 00:05:40,829 --> 00:05:44,959 in class just now, he totally owned Dr. Lamaze right to his face. 114 00:05:44,959 --> 00:05:48,170 Who knew Parker could be so assertive? 115 00:05:48,170 --> 00:05:51,879 [man scoffs] If I knew you'd be here, I'd have stayed home. 116 00:05:51,879 --> 00:05:54,250 You got a lot of guts showing your face! 117 00:05:54,250 --> 00:05:56,920 This some kind of trick? 118 00:05:54,250 --> 00:05:56,920 Didn't think you'd be here. 119 00:05:56,920 --> 00:05:58,459 I got nothing to say to you. 120 00:05:56,920 --> 00:05:58,459 [whooshing sound] 121 00:06:00,120 --> 00:06:01,579 Knock it off! 122 00:06:01,579 --> 00:06:03,620 Any old beefs between gangs? 123 00:06:03,620 --> 00:06:06,709 Let 'em go, now! Got it? 124 00:06:06,709 --> 00:06:08,920 I know some of you were Hammerhead's guys, 125 00:06:08,920 --> 00:06:10,579 some of you worked for Silvermane. 126 00:06:10,579 --> 00:06:12,500 Whatever. They're gone now. 127 00:06:12,500 --> 00:06:15,920 Go back to your people and you tell them we all gotta come together. 128 00:06:15,920 --> 00:06:18,420 It's no secret Spider-Man's upped his game. 129 00:06:18,420 --> 00:06:21,420 But if we unite, he can't beat us all. 130 00:06:27,040 --> 00:06:29,379 [scoffs, sighs] Finally, 131 00:06:29,379 --> 00:06:32,000 the menial tasks of the school day are over. 132 00:06:32,000 --> 00:06:34,379 Time to focus on what really matters. 133 00:06:34,379 --> 00:06:37,540 So, according to the thug with the bad hygiene, 134 00:06:37,540 --> 00:06:40,079 Sandgirl's looking to make a move, huh? 135 00:06:40,079 --> 00:06:42,790 What's her plan, I wonder? 136 00:06:42,790 --> 00:06:47,000 Perhaps my Spider-Bots captured clues in the drivel of those half-wits. 137 00:06:47,000 --> 00:06:49,620 Wait. What is that? 138 00:06:51,500 --> 00:06:53,920 Sandgirl was there the entire time?! 139 00:06:53,920 --> 00:06:56,079 Now she's a step ahead of me. 140 00:06:56,079 --> 00:07:00,250 Nothing escapes my Spider-Bot's keen eye. 141 00:07:00,250 --> 00:07:04,920 Sandgirl, where are you? 142 00:07:04,920 --> 00:07:08,000 [beeps] 143 00:07:04,920 --> 00:07:08,000 Fire? Convenience store holdup? 144 00:07:08,000 --> 00:07:10,790 Sorry. No Spider-Man for any of you today. 145 00:07:10,790 --> 00:07:13,879 I have got bigger fish to fry. 146 00:07:10,790 --> 00:07:13,879 [line ringing] 147 00:07:13,879 --> 00:07:16,790 Yes. I'd like to report a fire and a robbery. 148 00:07:17,750 --> 00:07:19,290 Has anyone seen Pete? 149 00:07:19,290 --> 00:07:21,790 Get this. I told him we were grabbing lunch, 150 00:07:21,790 --> 00:07:24,000 and he said he didn't have time to chat with us. 151 00:07:24,000 --> 00:07:27,579 Then he told me to bring him a PB&J, like I'm his butler. 152 00:07:27,579 --> 00:07:29,670 After the disaster at the open house, 153 00:07:29,670 --> 00:07:31,670 he's been taking things real hard. 154 00:07:31,670 --> 00:07:34,290 I've seen Pete mess up a lot of projects. 155 00:07:34,290 --> 00:07:36,079 Seems like it's more than just that. 156 00:07:36,079 --> 00:07:39,670 Whatever it is, hopefully he'll work through it. 157 00:07:39,670 --> 00:07:41,209 Give him time. 158 00:07:43,079 --> 00:07:46,420 [Peter sighs] Busy! What is it? 159 00:07:46,420 --> 00:07:49,000 Just brought you a sandwich that you, uh... 160 00:07:49,000 --> 00:07:51,000 Not too much jelly, right? 161 00:07:53,790 --> 00:07:56,790 I mean, thanks... bro. 162 00:07:56,790 --> 00:07:58,709 Awesome! 163 00:08:00,079 --> 00:08:02,250 So not awesome. 164 00:08:03,670 --> 00:08:06,459 [Max] Huh. Not sure what this thing is. 165 00:08:06,459 --> 00:08:10,120 Hmm? Wasn't part of the original Neuro-Cortex design. 166 00:08:12,120 --> 00:08:15,040 I'd hate to wipe you clean if I can avoid it, old friend. 167 00:08:15,040 --> 00:08:18,459 So let's try a simple virus scan first, huh? 168 00:08:18,459 --> 00:08:22,079 [sighs] If only I could recognize something in here. 169 00:08:24,079 --> 00:08:26,250 Uh-oh. Those I recognize. 170 00:08:26,250 --> 00:08:29,920 The security nodes Miles, Anya, and Gwen created for the Neuro-Cortex. 171 00:08:29,920 --> 00:08:33,000 Good news is, I know where I am now. Bad news is-- 172 00:08:33,000 --> 00:08:34,879 [together] Purge! Purge! 173 00:08:34,879 --> 00:08:36,500 ...pretty much everything else! 174 00:08:38,580 --> 00:08:40,960 Purge! Purge! 175 00:08:38,580 --> 00:08:40,960 Great! 176 00:08:40,960 --> 00:08:43,330 The security nodes think I'm a virus, so they're trying to delete me! 177 00:08:43,330 --> 00:08:46,000 [security nodes] Purge! Purge! Purge! 178 00:08:46,000 --> 00:08:49,330 [grunts] Gotta get outta here somehow. 179 00:08:49,330 --> 00:08:51,039 Huh? 180 00:08:51,039 --> 00:08:54,000 Purge! 181 00:08:51,039 --> 00:08:54,000 Destroyed by my friends. 182 00:08:54,000 --> 00:08:56,710 This situation just keeps getting weirder. 183 00:08:57,919 --> 00:09:00,120 Purge! 184 00:08:57,919 --> 00:09:00,120 [grunts] 185 00:09:00,120 --> 00:09:02,000 [grunts] 186 00:09:06,039 --> 00:09:08,039 [panting] 187 00:09:08,039 --> 00:09:11,250 Wait. I am a virus. 188 00:09:11,250 --> 00:09:15,210 Technically, I'm an electrical intruder in an electrical world. 189 00:09:15,210 --> 00:09:18,250 These security nodes wouldn't be able to detect me otherwise. 190 00:09:18,250 --> 00:09:21,120 Which might mean... 191 00:09:21,120 --> 00:09:22,750 [grunts] Yes! 192 00:09:22,750 --> 00:09:25,080 I'm electrically active in here! Huh? 193 00:09:25,080 --> 00:09:28,789 [panting] 194 00:09:25,080 --> 00:09:28,789 Purge! Purge! 195 00:09:28,789 --> 00:09:31,039 Purge! Purge! Purge! 196 00:09:31,039 --> 00:09:34,000 Wait. Miles came up with a kill code for these things. 197 00:09:34,000 --> 00:09:36,000 What was it? 198 00:09:36,000 --> 00:09:37,580 Purge! 199 00:09:40,580 --> 00:09:44,330 Oh, yeah. The code was: Miles Morales, slayer of slayers! 200 00:09:45,879 --> 00:09:48,580 Yes! Yes, yes, yes! 201 00:09:48,580 --> 00:09:50,789 [Max] No, no, no! 202 00:09:50,789 --> 00:09:52,960 A kill code? 203 00:09:52,960 --> 00:09:55,169 Huh, you're sicker than I thought. 204 00:09:56,330 --> 00:09:59,039 Guess I have no choice but a hard reset then. 205 00:09:59,039 --> 00:10:01,750 We'll just have to hope for the best. 206 00:10:01,750 --> 00:10:05,539 [computer] Complete shutdown process initiated. 207 00:10:05,539 --> 00:10:07,669 What? No. 208 00:10:05,539 --> 00:10:07,669 [ascending whirring] 209 00:10:07,669 --> 00:10:09,120 No, no, no, no, no! 210 00:10:09,120 --> 00:10:12,210 Oh, just when I figured out how to survive in here? 211 00:10:12,210 --> 00:10:16,250 A hard reset'll wipe out everything on the Neuro-Cortex, including me! 212 00:10:16,250 --> 00:10:19,120 Why is everyone trying to delete me today? 213 00:10:22,879 --> 00:10:25,620 [thinking] Key words: elements of sand. 214 00:10:25,620 --> 00:10:28,539 Enter that into my Spider-Bot mainframe. 215 00:10:28,539 --> 00:10:32,330 Parker's mediocre mind would never have come up with this. 216 00:10:32,330 --> 00:10:35,460 Now, track and filter search to silicon dioxide 217 00:10:35,460 --> 00:10:39,210 in heavy doses throughout New York City, preferably moving. 218 00:10:43,000 --> 00:10:45,419 [laughs, grunts] 219 00:10:49,039 --> 00:10:52,960 Ha! I have you, you silicate-based vermin! 220 00:10:52,960 --> 00:10:55,330 "In the seeds of one's greatest strength 221 00:10:55,330 --> 00:10:57,620 lie one's greatest weakness." 222 00:10:57,620 --> 00:11:01,039 Who said that? Me, if memory serves. 223 00:11:11,210 --> 00:11:12,960 New costume? 224 00:11:12,960 --> 00:11:15,710 Don't know what's going on with you, Pete, 225 00:11:15,710 --> 00:11:17,500 but I'm gonna find out. 226 00:11:19,539 --> 00:11:23,039 [computer] Shutdown in progress. Fifty percent. 227 00:11:23,039 --> 00:11:26,039 Now would be the time to come up with a brilliant idea, Pete, 228 00:11:26,039 --> 00:11:28,169 'cause you're almost out of time. 229 00:11:29,250 --> 00:11:30,750 Wait. 230 00:11:30,750 --> 00:11:32,460 What's that? 231 00:11:32,460 --> 00:11:34,120 And why isn't it deleting it? 232 00:11:34,120 --> 00:11:37,039 Hold on. That must be the internal flash storage! 233 00:11:37,039 --> 00:11:40,210 Of course! Even a hard reset won't delete that. 234 00:11:40,210 --> 00:11:44,080 Probably won't. Either way, it's the safest place in here. [grunts] 235 00:11:44,080 --> 00:11:46,039 [yells] 236 00:11:46,039 --> 00:11:49,330 [grunts, groans] 237 00:11:49,330 --> 00:11:52,210 Come on. Who designed this place? 238 00:11:52,210 --> 00:11:54,210 [sighs] Okay. Whatever. 239 00:11:54,210 --> 00:11:57,960 Even if this sector survives, I still gotta find a way out somehow. 240 00:12:03,500 --> 00:12:05,000 [beeps] 241 00:12:05,000 --> 00:12:06,960 Miles Morales following me. 242 00:12:06,960 --> 00:12:08,960 Such a good heart. [sighs] 243 00:12:08,960 --> 00:12:12,210 But I cannot be bothered with him right now. 244 00:12:12,210 --> 00:12:14,750 Let us use his heart against him. 245 00:12:16,750 --> 00:12:21,120 Spider-Bots, bring up possible disturbances in the vicinity. 246 00:12:21,120 --> 00:12:24,169 Hm. No. No. Too trivial. 247 00:12:24,169 --> 00:12:26,169 Ah. Perfect. 248 00:12:29,000 --> 00:12:32,039 Help! Spider-Man! 249 00:12:29,000 --> 00:12:32,039 [creaking] 250 00:12:32,039 --> 00:12:34,960 Help! 251 00:12:34,960 --> 00:12:39,330 Just passed him by? No way he did that! 252 00:12:39,330 --> 00:12:42,919 That should keep him occupied. 253 00:12:44,419 --> 00:12:46,789 [Sandgirl] Everybody here chose wisely. 254 00:12:46,789 --> 00:12:49,120 Spider-Man thinks he can shut us down. 255 00:12:49,120 --> 00:12:52,710 We're gonna show him he can't beat all of us together. 256 00:12:52,710 --> 00:12:54,289 [grunts] 257 00:12:54,289 --> 00:12:57,419 And who's gonna lead us? You? 258 00:12:57,419 --> 00:13:02,080 That's right. No one hates Spider-Man more than I do. 259 00:13:02,080 --> 00:13:05,169 That web-head helped my traitorous father, 260 00:13:05,169 --> 00:13:07,580 then he took down my mentor, Hammerhead. 261 00:13:07,580 --> 00:13:12,000 The hatred for Spider-Man courses through every grain of my body. 262 00:13:12,000 --> 00:13:14,039 Who else here can say the same? 263 00:13:16,210 --> 00:13:17,669 Hmph! 264 00:13:17,669 --> 00:13:20,500 Plus, I was in that warehouse he hit. 265 00:13:20,500 --> 00:13:23,039 I've seen Spider-Man's new tactics firsthand. 266 00:13:23,039 --> 00:13:25,039 We can handle him. 267 00:13:25,039 --> 00:13:28,169 It's time for the prey to become the predators. 268 00:13:28,169 --> 00:13:31,000 Aw, you betcha that's what we oughta do. 269 00:13:28,169 --> 00:13:31,000 Sandgirl's right. 270 00:13:31,000 --> 00:13:32,789 [laughing] 271 00:13:32,789 --> 00:13:36,460 But ya gotta admit, Spider-Man's not the same guy anymore. 272 00:13:36,460 --> 00:13:40,169 He's different now. More, like, vengeful. 273 00:13:40,169 --> 00:13:41,669 [laughs] 274 00:13:41,669 --> 00:13:43,669 Guys, he's a kid 275 00:13:43,669 --> 00:13:46,210 pretending to be a superhero. 276 00:13:46,210 --> 00:13:48,210 We're gonna crush him, 277 00:13:48,210 --> 00:13:51,210 with me at the head of this organization-- 278 00:13:51,210 --> 00:13:53,500 [Superior Spider-Man] You will be doomed. 279 00:13:56,120 --> 00:13:58,879 You thought you could outsmart me, Sandgirl. 280 00:13:58,879 --> 00:14:01,669 Please. You embarrass yourself. 281 00:13:58,879 --> 00:14:01,669 [chuckles] 282 00:14:01,669 --> 00:14:02,919 [beeps] 283 00:14:04,330 --> 00:14:05,330 What? 284 00:14:07,169 --> 00:14:11,080 Oh, you're smart, Spider-Man. But that's your problem. 285 00:14:11,080 --> 00:14:13,419 I knew you'd figure out a way to track me here. 286 00:14:13,419 --> 00:14:15,960 In fact, I was counting on it. 287 00:14:15,960 --> 00:14:18,710 You think mere steel can-- [cries out] 288 00:14:20,210 --> 00:14:23,080 Anyone else doubt I can lead this organization? 289 00:14:23,080 --> 00:14:25,789 [men cheering, laughing] 290 00:14:23,080 --> 00:14:25,789 [man] All right! Let's do this! 291 00:14:25,789 --> 00:14:28,750 [crying out] 292 00:14:32,080 --> 00:14:34,080 [men laughing] 293 00:14:34,080 --> 00:14:35,879 What's wrong, Spider-Man? 294 00:14:34,080 --> 00:14:35,879 [beeps] 295 00:14:35,879 --> 00:14:37,919 [crying out] 296 00:14:39,080 --> 00:14:41,039 [grunts, sighs] 297 00:14:41,039 --> 00:14:44,539 Ahh! My web-shooters! Fried! 298 00:14:44,539 --> 00:14:48,919 Think, Otto, or the realization you've been defeated by a child 299 00:14:48,919 --> 00:14:51,080 will be the last thought you ever have! 300 00:14:52,379 --> 00:14:54,419 Spidey's been acting real strange. 301 00:14:54,419 --> 00:14:58,169 But getting himself into big trouble with a super-villain? 302 00:14:58,169 --> 00:15:00,379 Now, this is the Spidey I know! 303 00:15:02,379 --> 00:15:03,379 [grunts] 304 00:15:03,379 --> 00:15:05,669 Aah! 305 00:15:03,379 --> 00:15:05,669 Aah! 306 00:15:05,669 --> 00:15:07,250 Thank you! 307 00:15:07,250 --> 00:15:09,250 [yells] 308 00:15:13,039 --> 00:15:16,210 Too little too late, Knock-Off Spider. 309 00:15:16,210 --> 00:15:19,169 [chuckles] Two Spider-Men in one night. 310 00:15:19,169 --> 00:15:22,789 Our gang's getting off to a better start than even I imagined. 311 00:15:22,789 --> 00:15:25,379 We're not done yet! 312 00:15:22,789 --> 00:15:25,379 [beeps] 313 00:15:29,210 --> 00:15:31,419 You dare cage me?! 314 00:15:31,419 --> 00:15:33,000 Attack! 315 00:15:37,500 --> 00:15:39,210 What a coincidence. 316 00:15:39,210 --> 00:15:41,879 I just issued the same command. 317 00:15:39,210 --> 00:15:41,879 [beeps] 318 00:15:45,000 --> 00:15:47,000 [men gasp] 319 00:15:47,000 --> 00:15:49,960 [men cry out] 320 00:15:49,960 --> 00:15:52,210 Ugh! [growls] 321 00:15:52,210 --> 00:15:53,580 [grunts] 322 00:15:56,580 --> 00:15:58,039 [Sandgirl yells] 323 00:15:58,039 --> 00:15:59,419 [grunts] 324 00:15:59,419 --> 00:16:02,500 [scoffs] No webs. This will have to do. 325 00:16:02,500 --> 00:16:04,120 Whoa! 326 00:16:05,710 --> 00:16:08,250 Metal versus sand? Bring it, bug! 327 00:16:12,539 --> 00:16:14,419 [laughs] 328 00:16:14,419 --> 00:16:17,919 I am guessing you have not realized what you have just done. 329 00:16:17,919 --> 00:16:18,960 Pity. 330 00:16:17,919 --> 00:16:18,960 [beeps] 331 00:16:20,460 --> 00:16:24,169 Electric heat plus sand equals... 332 00:16:20,460 --> 00:16:24,169 Aaahhh! 333 00:16:24,169 --> 00:16:25,919 glass. 334 00:16:27,169 --> 00:16:30,000 Why, Sandgirl, it appears 335 00:16:30,000 --> 00:16:33,710 as if you have a glass jaw. [grunts] 336 00:16:33,710 --> 00:16:35,960 What are you doing? Let the police arrest her. 337 00:16:35,960 --> 00:16:37,669 We don't shatter villains to pieces. 338 00:16:37,669 --> 00:16:39,460 Get your hands off of me! 339 00:16:39,460 --> 00:16:41,250 Let this be a lesson 340 00:16:41,250 --> 00:16:45,169 to whoever stands in Spider-Man's way. 341 00:16:48,169 --> 00:16:50,669 Spidey, what's happened to you? 342 00:16:53,289 --> 00:16:56,080 [computer] Shutdown 97% complete. 343 00:16:56,080 --> 00:16:58,830 Commencing flash storage deletion. 344 00:16:58,830 --> 00:17:02,000 [beeping] 345 00:17:02,000 --> 00:17:03,710 What? 346 00:17:03,710 --> 00:17:06,039 I thought this place was going to be safe! 347 00:17:06,039 --> 00:17:09,000 I've got nowhere else to go! [panting] 348 00:17:11,619 --> 00:17:13,829 [grunts] 349 00:17:17,170 --> 00:17:19,170 [grunting] 350 00:17:23,420 --> 00:17:25,210 [panting] 351 00:17:26,289 --> 00:17:28,210 Aah! [panting] 352 00:17:28,210 --> 00:17:32,079 Gotta be a way to stop this! 353 00:17:32,079 --> 00:17:35,000 [pants] What's that? 354 00:17:35,000 --> 00:17:37,420 No time to figure it out. 355 00:17:42,500 --> 00:17:46,420 Ock! Did he have a Trojan horse program running on the Neuro-Cortex? 356 00:17:46,420 --> 00:17:48,170 An escape access point outta here? 357 00:17:48,170 --> 00:17:51,000 [Doc Ock computerized voice] Password not recognized. 358 00:17:51,000 --> 00:17:54,420 What's Ock's password? Uh, uh... 359 00:17:54,420 --> 00:17:56,210 Eight, eight, eight! 360 00:17:56,210 --> 00:17:58,710 Password not recognized. 361 00:17:58,710 --> 00:18:00,710 Super-villain for life! 362 00:18:00,710 --> 00:18:03,500 Password not recognized. 363 00:18:04,579 --> 00:18:07,079 Aah! I hate Spider-Man? 364 00:18:07,079 --> 00:18:08,619 [beeps] 365 00:18:08,619 --> 00:18:10,039 Really? 366 00:18:10,039 --> 00:18:12,079 [panting] 367 00:18:23,000 --> 00:18:26,289 All done. Whatever was making you sick, 368 00:18:26,289 --> 00:18:28,289 it's all gone now. 369 00:18:34,289 --> 00:18:36,789 [grunts, yells] 370 00:18:38,460 --> 00:18:41,710 Okay. Out of the frying pan and into the... 371 00:18:42,829 --> 00:18:44,079 Where? 372 00:18:47,250 --> 00:18:49,039 "HNS." 373 00:18:49,039 --> 00:18:51,210 I'm in the Horizon Network System! 374 00:18:51,210 --> 00:18:54,710 This must be how Doc got his message out to Chameleon to attack me. 375 00:18:54,710 --> 00:18:56,380 Which means... 376 00:19:02,079 --> 00:19:04,119 ...from in here, there might be a way 377 00:19:04,119 --> 00:19:06,119 to communicate with someone at Horizon! 378 00:19:10,170 --> 00:19:12,119 Here goes nothing. 379 00:19:16,789 --> 00:19:18,789 [thunderclap] 380 00:19:23,250 --> 00:19:25,460 [knocking] 381 00:19:23,250 --> 00:19:25,460 Whoa! 382 00:19:25,460 --> 00:19:27,579 What do you want? 383 00:19:29,289 --> 00:19:33,079 You have the means. It is time for you to spread the message. 384 00:19:33,079 --> 00:19:37,210 Stop wasting your influence on your petty vilification of me. 385 00:19:37,210 --> 00:19:41,000 Either get on board with fumigating this city of its criminal vermin, 386 00:19:41,000 --> 00:19:43,960 or get out of my way. 387 00:19:43,960 --> 00:19:46,289 You can't just waltz in here and threaten me! 388 00:19:46,289 --> 00:19:48,170 I just did. 389 00:19:48,170 --> 00:19:50,710 This city needs to know what I stand for now, 390 00:19:50,710 --> 00:19:53,170 and you will be my messenger. 391 00:19:56,119 --> 00:20:00,210 They're right about you. You have changed, Spider-Man. 392 00:20:00,210 --> 00:20:02,500 And I like it. 393 00:20:07,250 --> 00:20:10,079 [Max] Now, let's just hope for a graceful reboot. 394 00:20:10,079 --> 00:20:13,789 I received your latest pestering summons. 395 00:20:13,789 --> 00:20:17,079 You have three minutes. Make it worth my time. 396 00:20:18,079 --> 00:20:20,119 You're, uh, clearly 397 00:20:20,119 --> 00:20:23,539 under a lot of stress lately, Peter, and I hate to add to it. 398 00:20:23,539 --> 00:20:28,250 But your tuition payment is, at this point, unacceptably overdue. 399 00:20:28,250 --> 00:20:30,079 [scoffs] Is that all? 400 00:20:30,079 --> 00:20:32,119 Well, the solution would appear to be obvious, 401 00:20:32,119 --> 00:20:34,579 even to an overrated mind like yours. 402 00:20:37,670 --> 00:20:40,000 Give me a scholarship. 403 00:20:40,000 --> 00:20:43,210 I am a brilliant student and an asset to the school. 404 00:20:44,579 --> 00:20:47,789 I'm afraid it doesn't work that way. 405 00:20:47,789 --> 00:20:50,119 Maybe we can come up with a payment plan that-- 406 00:20:50,119 --> 00:20:54,250 I have never had to pay tuition in my life! 407 00:20:54,250 --> 00:20:56,960 Peter, of course you have. What is wrong with-- 408 00:20:56,960 --> 00:20:58,960 Do not contradict me! 409 00:20:58,960 --> 00:21:01,960 The point is, that Horizon should be paying me for the prestige 410 00:21:01,960 --> 00:21:04,000 my presence brings to this place! 411 00:21:01,960 --> 00:21:04,000 [slurping] 412 00:21:04,000 --> 00:21:06,170 Whoa, whoa, Pete! 413 00:21:06,170 --> 00:21:07,960 What in the world is going on with you? 414 00:21:07,960 --> 00:21:11,750 This is the second time you have stayed my hand. 415 00:21:11,750 --> 00:21:14,039 There will not be a third. 416 00:21:16,829 --> 00:21:19,000 Horizon is not what made me. 417 00:21:19,000 --> 00:21:23,539 Any school I attend will be the superior school for having me in it. 418 00:21:23,539 --> 00:21:26,710 Consider Horizon off that list. 419 00:21:26,710 --> 00:21:27,710 I quit!