1
00:00:02,120 --> 00:00:04,459
[Miles Morales]
So we're battling Sandgirl,
then he--
2
00:00:04,459 --> 00:00:06,459
And remember, I'm talking
about Spider-Man.
3
00:00:06,459 --> 00:00:10,250
He heat zaps her,
so she turns into Glass Girl,
like all made of glass.
4
00:00:10,250 --> 00:00:13,039
Then he's seriously about
to smash her into little pieces,
5
00:00:13,039 --> 00:00:16,170
but I stopped him,
so now he apparently hates me.
6
00:00:16,170 --> 00:00:19,170
Ugh! I mean,
that's not him, right?
7
00:00:19,170 --> 00:00:21,920
It can't be.
Maybe he's a clone or something.
8
00:00:21,920 --> 00:00:24,210
Thank you for coming
to me with this.
9
00:00:24,210 --> 00:00:28,210
Spidey had my back once,
so if there's a chance he's
in trouble, I'm here to help.
10
00:00:28,210 --> 00:00:30,879
Awesome! So what
do you think's going on?
11
00:00:30,879 --> 00:00:33,170
Well, could be
a shape-shifting alien.
12
00:00:33,170 --> 00:00:35,579
What? Is that a thing?
13
00:00:35,579 --> 00:00:39,210
Of course. But officially,
I never said that.
14
00:00:39,210 --> 00:00:42,579
Look, I know
one thing's for sure.
Pete needs us.
15
00:00:42,579 --> 00:00:44,960
I know we don't
know know each other,
16
00:00:44,960 --> 00:00:46,380
but since you
and Spidey are cool,
17
00:00:46,380 --> 00:00:51,000
maybe we can get the,
you know, team involved.
18
00:00:51,000 --> 00:00:53,380
Don't worry.
We got your back.
19
00:00:53,380 --> 00:00:56,079
I was really hoping
you'd say that.
20
00:00:56,079 --> 00:00:59,539
[sparks crackling]
21
00:01:04,120 --> 00:01:07,120
Use the energy signature.
Locate the mental device.
22
00:01:07,120 --> 00:01:09,039
[bots]
Affirmative.
23
00:01:09,039 --> 00:01:10,750
[beeps]
24
00:01:12,500 --> 00:01:13,960
[beeps]
25
00:01:12,500 --> 00:01:13,960
[beeps]
26
00:01:13,960 --> 00:01:16,250
[Superior Spider-Man]
Sending a single agent?
27
00:01:16,250 --> 00:01:18,920
Hardly lives up
to the "Advanced Idea" part
28
00:01:18,920 --> 00:01:20,710
of A.I.M.'s absurd moniker.
29
00:01:27,289 --> 00:01:29,539
Device acquired.
30
00:01:29,539 --> 00:01:31,079
[web shooter deploys]
31
00:01:31,079 --> 00:01:34,120
Spider-Man? Fire!
32
00:01:38,460 --> 00:01:40,620
This guy always blabs.
33
00:01:40,620 --> 00:01:42,620
Target the sound of his voice.
34
00:01:42,620 --> 00:01:45,960
Why so quiet, bug-brain?
Afraid?
35
00:01:45,960 --> 00:01:49,460
No. Annoyed.
36
00:01:51,039 --> 00:01:54,620
Hey, how did-- Uh-oh.
37
00:01:54,620 --> 00:01:57,120
I came expecting A.I.M.
38
00:01:57,120 --> 00:02:01,579
You think I wouldn't be prepared
to disable every single one
of your weapons?
39
00:02:01,579 --> 00:02:04,170
You may have planned
for our weapons,
40
00:02:04,170 --> 00:02:08,000
but in a warehouse full of them,
did you ever plan on this?
41
00:02:08,000 --> 00:02:09,580
[grunts]
42
00:02:09,580 --> 00:02:10,580
Hm. Unexpected.
43
00:02:10,580 --> 00:02:12,580
[laughing]
44
00:02:28,210 --> 00:02:31,120
I should've accessed
their inventory database
45
00:02:31,120 --> 00:02:33,379
and planned for all the weapons
available here.
46
00:02:35,120 --> 00:02:39,000
A foolish oversight worthy
of that imbecile, Peter Parker.
47
00:02:39,000 --> 00:02:41,620
[distorted beep]
48
00:02:39,000 --> 00:02:41,620
What? Overheated?
49
00:02:41,620 --> 00:02:43,329
Interesting.
50
00:02:43,329 --> 00:02:45,620
[beeps]
51
00:02:43,329 --> 00:02:45,620
There!
52
00:02:45,620 --> 00:02:47,000
[grunts]
53
00:02:52,170 --> 00:02:54,579
But now that I,
Otto Octavius,
54
00:02:54,579 --> 00:02:57,620
have placed my mind
into Peter Parker's body,
55
00:02:57,620 --> 00:03:00,210
I'm am superi-- Aah!
56
00:03:00,210 --> 00:03:03,460
[straining]
57
00:03:00,210 --> 00:03:03,460
[A.I.M. agent]
The destruction of Spider-Man.
58
00:03:03,460 --> 00:03:05,580
That would be worth
a promotion.
59
00:03:05,580 --> 00:03:07,460
[distorted beep]
60
00:03:05,580 --> 00:03:07,460
Piece of junk!
61
00:03:07,460 --> 00:03:11,080
[weapon clatters on ground]
62
00:03:07,460 --> 00:03:11,080
Alas, pinned here,
helpless.
63
00:03:11,080 --> 00:03:13,000
Curse my luck,
as no doubt the villain
64
00:03:13,000 --> 00:03:16,579
will use this opportunity
to escape.
65
00:03:16,579 --> 00:03:19,250
[thinking]
Excellent. The fool
believed my charade.
66
00:03:21,120 --> 00:03:23,670
Now with my spider-tracer
in place,
67
00:03:23,670 --> 00:03:26,210
I will finally
be able to discover
why A.I.M. has stolen
68
00:03:26,210 --> 00:03:29,620
three different
mental projection devices
in as many days!
69
00:03:29,620 --> 00:03:31,620
Once I track them
to their lair,
70
00:03:31,620 --> 00:03:35,500
I will be able to discover
their end game and ruin it.
71
00:03:36,829 --> 00:03:39,170
Okay. So what if my mind
is trapped
72
00:03:39,170 --> 00:03:41,170
in my high school's
main computer
73
00:03:41,170 --> 00:03:43,670
while a super-villain
runs around wearing my body?
74
00:03:43,670 --> 00:03:45,789
I've been in weirder...
75
00:03:45,789 --> 00:03:47,789
Oh, who am I kidding?
76
00:03:47,789 --> 00:03:50,379
This is the weirdest
situation ever.
77
00:03:50,379 --> 00:03:53,210
What I need to figure out is how
to get a message to Miles,
78
00:03:53,210 --> 00:03:55,210
Gwen, Anya, anybody.
79
00:03:55,210 --> 00:03:57,000
[chimes]
80
00:03:55,210 --> 00:03:57,000
Huh?
81
00:03:58,039 --> 00:04:00,169
What's that?
82
00:04:00,169 --> 00:04:01,960
[beeping]
83
00:04:01,960 --> 00:04:04,000
A picture cache.
84
00:04:04,000 --> 00:04:07,169
Ugh! Is anything in here
properly labeled?
85
00:04:07,169 --> 00:04:09,379
I mean, how hard is it
to find a root directory?
86
00:04:09,379 --> 00:04:12,250
[computer]
Loading root directory.
87
00:04:12,250 --> 00:04:15,080
Oh.
[laughs]
88
00:04:15,080 --> 00:04:17,120
A root directory. Yes!
89
00:04:17,120 --> 00:04:18,879
See? Talking to yourself
does help.
90
00:04:18,879 --> 00:04:22,000
Now, I just need to make contact
so I can get back into my body
91
00:04:22,000 --> 00:04:24,079
and control-alt-delete
Ock outta there.
92
00:04:24,079 --> 00:04:27,879
Ah, great!
Access nodes.
93
00:04:27,879 --> 00:04:30,170
Access denied.
94
00:04:30,170 --> 00:04:32,379
Access denied.
95
00:04:32,379 --> 00:04:35,000
Oh, what? Come on!
96
00:04:35,000 --> 00:04:39,250
Open. Computer,
access node folders.
97
00:04:39,250 --> 00:04:42,329
[overlapping]
Access denied. Access denied.
Access denied. Access denied...
98
00:04:42,329 --> 00:04:44,170
[buzzing]
99
00:04:42,329 --> 00:04:44,170
[frustrated grunt]
100
00:04:44,170 --> 00:04:47,079
Ock hired a bunch of villains
to come after me
when he was in here,
101
00:04:47,079 --> 00:04:51,120
so there's gotta be a way
to communicate
with the outside world.
102
00:04:51,120 --> 00:04:54,920
This is a waste of time--
trying to think
like a mad scientist.
103
00:04:54,920 --> 00:04:58,250
I mean, who knows what goes on
in Otto Octavius' brain?
104
00:04:58,250 --> 00:05:00,120
[beeps]
105
00:04:58,250 --> 00:05:00,120
Otto Octavius.
106
00:05:00,120 --> 00:05:02,120
Brain memory store backup.
107
00:05:02,120 --> 00:05:04,170
Loading.
108
00:05:02,120 --> 00:05:04,170
What?
109
00:05:04,170 --> 00:05:06,750
Ock's memories?
110
00:05:06,750 --> 00:05:09,209
This is-- Ugh!
111
00:05:09,209 --> 00:05:12,079
This could be gross
and terrifying.
112
00:05:12,079 --> 00:05:14,170
"Grossifying"?
113
00:05:14,170 --> 00:05:17,329
But if I want out of here,
I need to see Ock's memory
of how he did it.
114
00:05:19,079 --> 00:05:22,620
This is insane.
It looks so... real.
115
00:05:22,620 --> 00:05:26,000
No!
[grunts]
116
00:05:26,000 --> 00:05:27,579
[scoffs]
Figures.
117
00:05:27,579 --> 00:05:29,879
Even growing up, Ock,
you were nothing but a...
118
00:05:29,879 --> 00:05:31,879
[grunts]
119
00:05:29,879 --> 00:05:31,879
bully?
120
00:05:31,879 --> 00:05:34,459
Please, just leave me alone.
121
00:05:34,459 --> 00:05:36,000
[laughing]
122
00:05:36,000 --> 00:05:38,040
[whimpers]
123
00:05:38,040 --> 00:05:41,170
[whimpering]
124
00:05:38,040 --> 00:05:41,170
Hey! Enough!
125
00:05:41,170 --> 00:05:43,670
I can't stop them.
126
00:05:41,170 --> 00:05:43,670
[grunts]
127
00:05:43,670 --> 00:05:46,670
Ugh. This is a memory.
It already happened.
128
00:05:46,670 --> 00:05:50,209
[mock whimpering]
Is my Ottoman gonna cry?
129
00:05:50,209 --> 00:05:53,750
[laughs]
Be sure not to get
my shoes wet, Ottoman.
130
00:05:53,750 --> 00:05:55,959
Tell you what.
Another bad grade,
131
00:05:55,959 --> 00:05:57,459
Coach says
I'm off the team.
132
00:05:57,459 --> 00:06:00,209
But let me copy off ya
on the chemistry midterm,
133
00:06:00,209 --> 00:06:02,920
and maybe I'll be too busy
with baseball
134
00:06:02,920 --> 00:06:05,209
to care about
my favorite footrest.
135
00:06:05,209 --> 00:06:06,709
[laughing]
136
00:06:06,709 --> 00:06:09,540
[crying softly]
137
00:06:09,540 --> 00:06:11,170
[growls]
138
00:06:12,000 --> 00:06:13,959
[A.I.M. agent]
I saw it coming.
139
00:06:13,959 --> 00:06:16,459
With Spider-Man's recent
actions against A.I.M.,
[chuckles]
140
00:06:16,459 --> 00:06:19,540
it was only a matter of time
before he caught up
with our unit.
141
00:06:19,540 --> 00:06:23,120
[beeps]
142
00:06:19,540 --> 00:06:23,120
To help awaken the subject,
your mental device, sir.
143
00:06:23,120 --> 00:06:27,040
No matter.
He'll hardly be a match
for our secret weapon.
144
00:06:27,040 --> 00:06:29,250
And with this,
we near the finish.
145
00:06:29,250 --> 00:06:31,040
The project promises
to be more powerful
146
00:06:31,040 --> 00:06:34,290
than even the Scientist Supreme
could've imagined.
147
00:06:36,000 --> 00:06:38,290
[beeping]
148
00:06:36,000 --> 00:06:38,290
It seems my unwitting pawn
149
00:06:38,290 --> 00:06:41,120
has reached his destination.
150
00:06:41,120 --> 00:06:43,829
You doing some sightseeing,
web-head?
151
00:06:41,120 --> 00:06:43,829
Stark?!
152
00:06:43,829 --> 00:06:45,290
[clangs]
153
00:06:45,290 --> 00:06:47,040
In the armored flesh.
154
00:06:47,040 --> 00:06:50,120
Now, can we skip
the usual hero worship stuff,
155
00:06:50,120 --> 00:06:52,120
where you fawn all over me?
156
00:06:52,120 --> 00:06:54,329
'Cause, I mean,
don't get me wrong.
I love all that,
157
00:06:54,329 --> 00:06:56,709
but we've got
some questions for you.
158
00:06:56,709 --> 00:06:59,079
Like, what planet
are you from?
159
00:06:59,079 --> 00:07:01,170
Spartax? Vrelnex?
160
00:07:01,170 --> 00:07:02,790
What is all this?
161
00:07:02,790 --> 00:07:05,000
Nothing to get
riled up about, kid.
162
00:07:05,000 --> 00:07:07,079
Just a friendly
neighborhood check-in.
163
00:07:07,079 --> 00:07:10,000
Leave me to my business,
Stark.
164
00:07:10,000 --> 00:07:12,420
Yeah, that's not happening.
165
00:07:12,420 --> 00:07:14,790
Look, Pajamas,
we're gonna take a few scans,
166
00:07:14,790 --> 00:07:17,500
make sure everything's
tip-top and under control
with you.
167
00:07:17,500 --> 00:07:20,620
Why would it not be?
168
00:07:17,500 --> 00:07:20,620
Oh, I don't know.
169
00:07:20,620 --> 00:07:23,209
Maybe because of all the reports
that you're now a loose cannon?
170
00:07:23,209 --> 00:07:26,120
Also, that you're, like,
super not funny.
171
00:07:26,120 --> 00:07:28,209
Uh, well, even less funny
than normal.
172
00:07:28,209 --> 00:07:31,000
My wit is elevated.
173
00:07:31,000 --> 00:07:34,790
Wait. Reports?
From who?
174
00:07:34,790 --> 00:07:37,920
We're the Avengers.
We have sources.
175
00:07:37,920 --> 00:07:40,290
Morales.
176
00:07:40,290 --> 00:07:43,079
I do not
have time for this.
177
00:07:43,079 --> 00:07:46,079
We're not asking.
[grunts]
178
00:07:46,079 --> 00:07:50,790
Whoa, whoa, whoa!
Not cool!
Stand down, Spidey!
179
00:07:50,790 --> 00:07:52,750
[grunts]
Unhand me!
180
00:07:52,750 --> 00:07:56,170
[yells, grunts]
181
00:07:52,750 --> 00:07:56,170
Okay, this just got funky.
182
00:07:56,170 --> 00:07:58,829
Not sure what the deal is,
but you're coming with us.
183
00:07:58,829 --> 00:08:01,250
Not on your life, Stark!
[yells]
184
00:08:04,120 --> 00:08:07,000
Uh, kid, you're probably
gonna wanna rethink this.
185
00:08:07,000 --> 00:08:10,079
My calculations
never need to be rethought.
186
00:08:10,079 --> 00:08:12,079
[both grunt]
187
00:08:13,709 --> 00:08:16,709
Okay, Pajamas,
stow your tray table.
188
00:08:16,709 --> 00:08:19,120
[Superior Spider-Man screaming]
189
00:08:20,209 --> 00:08:22,170
Stark!
190
00:08:22,170 --> 00:08:24,790
[Iron Man]
Just a quick scenic trip.
191
00:08:24,790 --> 00:08:27,290
Enjoy the view
until your lights go out.
192
00:08:29,079 --> 00:08:31,040
Trying to cut off
my oxygen supply
193
00:08:31,040 --> 00:08:33,710
by going into
the upper atmosphere?
194
00:08:33,710 --> 00:08:36,620
Wha-ha--
Are you nuts?
195
00:08:33,710 --> 00:08:36,620
[grunts]
196
00:08:36,620 --> 00:08:40,250
No. I am your superior!
197
00:08:43,830 --> 00:08:45,919
No way
this is ending well.
198
00:08:45,919 --> 00:08:48,379
Stark can handle himself.
199
00:08:48,379 --> 00:08:51,830
[Iron Man]
Coming down hard!
Kid, we need to pull up!
200
00:08:51,830 --> 00:08:55,039
Quiet. I am calculating.
201
00:08:55,039 --> 00:08:56,250
[both grunt]
202
00:09:02,210 --> 00:09:04,039
No--
203
00:09:02,210 --> 00:09:04,039
Way.
204
00:09:09,080 --> 00:09:11,000
[grunts]
205
00:09:11,000 --> 00:09:14,000
[Iron Man]
Your logistics need serious...
206
00:09:14,000 --> 00:09:16,330
[grunts]
work!
207
00:09:16,330 --> 00:09:18,330
[grunts]
208
00:09:18,330 --> 00:09:21,120
[groans]
209
00:09:21,120 --> 00:09:23,919
That... was embarrassing.
210
00:09:23,919 --> 00:09:25,539
Yes, it was.
211
00:09:25,539 --> 00:09:28,330
So much for
"friends till the end."
212
00:09:28,330 --> 00:09:31,919
Friends or not,
you are in my way.
213
00:09:31,919 --> 00:09:33,539
[grunts]
214
00:09:31,919 --> 00:09:33,539
[Black Widow grunts]
215
00:09:33,539 --> 00:09:36,120
Yes, we are.
[grunts]
216
00:09:36,120 --> 00:09:39,080
[grunts, chuckles]
217
00:09:39,080 --> 00:09:41,210
[bat clatters on ground]
218
00:09:42,710 --> 00:09:45,379
Is this
a Curie Craftchem set?
219
00:09:45,379 --> 00:09:49,580
Oh, man! Uncle Ben
bought me this exact model
when I was a kid.
220
00:09:50,879 --> 00:09:53,120
What happened to you, Ock?
221
00:09:53,120 --> 00:09:55,169
You had everything I had.
222
00:09:55,169 --> 00:09:57,960
You're a smart kid.
Where'd it go wrong?
223
00:09:57,960 --> 00:09:59,960
[door opens]
224
00:09:59,960 --> 00:10:01,460
[door closes]
225
00:10:03,500 --> 00:10:06,210
What'd I tell you about
working with your play set
at the table?
226
00:10:07,539 --> 00:10:10,250
I told you,
it's a chemistry set.
227
00:10:10,250 --> 00:10:13,789
What's that?
You talking back to me?
228
00:10:15,120 --> 00:10:17,080
Please. Don't, sir.
229
00:10:17,080 --> 00:10:20,080
I've been working on perfecting
that formula for weeks.
It could--
230
00:10:20,080 --> 00:10:23,250
You are talking back! Huh!
You think you're better
than me, huh?
231
00:10:23,250 --> 00:10:26,120
Your good grades,
your big dreams...
232
00:10:26,120 --> 00:10:28,000
No!
233
00:10:26,120 --> 00:10:28,000
[grunts]
234
00:10:28,000 --> 00:10:30,960
[grunts, groans]
235
00:10:28,000 --> 00:10:30,960
See?
236
00:10:30,960 --> 00:10:33,000
You are no better
than me.
237
00:10:33,000 --> 00:10:35,169
What you do,
I can take away.
238
00:10:35,169 --> 00:10:38,039
Now you go play
with the other kids
like you're supposed to.
239
00:10:38,039 --> 00:10:40,080
Be normal for once.
240
00:10:40,080 --> 00:10:42,080
I am normal.
Science is--
241
00:10:42,080 --> 00:10:45,460
Ugh! I'm sick of you blubbering
about science all the time!
242
00:10:45,460 --> 00:10:47,500
Science is useless.
243
00:10:47,500 --> 00:10:50,039
You know what got me
ahead in this world? Huh?
244
00:10:50,039 --> 00:10:52,500
These hands, these arms!
245
00:10:52,500 --> 00:10:56,580
Strength is the only thing
this world understands.
246
00:10:56,580 --> 00:10:58,789
That's-- That's not fair.
247
00:10:58,789 --> 00:11:00,210
[mocking voice]
"That's not fair."
248
00:11:00,210 --> 00:11:03,330
Aw. Life gives
to the powerful,
249
00:11:03,330 --> 00:11:06,669
not the ones that whine
about what's fair.
250
00:11:09,460 --> 00:11:12,039
Power...
251
00:11:12,039 --> 00:11:15,000
I do have power.
252
00:11:15,000 --> 00:11:17,669
Oh, boy.
253
00:11:19,169 --> 00:11:21,960
[Superior Spider-Man groaning]
254
00:11:21,960 --> 00:11:24,460
Hey, there, PJ's.
We took those scans
we wanted.
255
00:11:24,460 --> 00:11:27,710
Wasn't so bad.
Might even be a lollipop
in your future.
256
00:11:27,710 --> 00:11:32,000
Not so bad?
He rode you like a surfboard.
257
00:11:32,000 --> 00:11:35,169
Ah, right.
Yeah, no lollipop.
258
00:11:35,169 --> 00:11:37,750
Million-dollar dry cleaning
bill instead.
259
00:11:37,750 --> 00:11:41,789
Sorry to break up
the comedy hour.
Excuse us.
260
00:11:41,789 --> 00:11:44,830
[growls, gasps]
261
00:11:41,789 --> 00:11:44,830
Need to confer
with my colleagues.
262
00:11:46,039 --> 00:11:48,000
So, what now?
263
00:11:48,000 --> 00:11:51,169
What do you mean?
The scans confirm it's him.
264
00:11:51,169 --> 00:11:53,789
The real him.
265
00:11:51,169 --> 00:11:53,789
But aliens could've--
266
00:11:53,789 --> 00:11:57,039
No aliens.
I checked.
267
00:11:57,039 --> 00:12:00,879
I don't know, Tony.
His fighting style--
it's different.
268
00:12:00,879 --> 00:12:03,620
A different skill set
than the last time I saw him.
269
00:12:03,620 --> 00:12:06,080
This whole thing
doesn't add up.
270
00:12:06,080 --> 00:12:07,830
Spidey wouldn't
act this way.
271
00:12:07,830 --> 00:12:10,330
He's a friend,
and you two are his idols.
272
00:12:10,330 --> 00:12:12,120
You check
for mind control?
273
00:12:12,120 --> 00:12:14,669
Mind control, doppelgangers,
LMDs, cloning,
274
00:12:14,669 --> 00:12:17,210
Asgardian illusion spells,
holo-disguises.
275
00:12:17,210 --> 00:12:20,710
Negative on all.
It's the kid.
That's Peter Parker.
276
00:12:20,710 --> 00:12:24,000
It's a sad fact,
but sometimes
people just change.
277
00:12:24,000 --> 00:12:26,669
[Superior Spider-Man]
Congratulations, Stark.
278
00:12:24,000 --> 00:12:26,669
[all grunt]
279
00:12:29,080 --> 00:12:31,879
You wasted your time
proving the obvious.
280
00:12:31,879 --> 00:12:34,120
[Iron Man]
Away from the controls,
kid, now!
281
00:12:34,120 --> 00:12:37,960
I don't think so.
Despite my warnings,
282
00:12:34,120 --> 00:12:37,960
[Avengers yell]
283
00:12:37,960 --> 00:12:39,960
you forced my hand,
wasting my time.
284
00:12:39,960 --> 00:12:41,960
So to make up for it,
285
00:12:41,960 --> 00:12:44,080
you are now my chauffer.
286
00:12:44,080 --> 00:12:46,210
Does this mean
I get to hit him again?
287
00:12:46,210 --> 00:12:48,080
Because I'd be
okay with that.
288
00:12:48,080 --> 00:12:51,080
Oh, you do not want
to stop the bad guys?
289
00:12:51,080 --> 00:12:54,250
The ones I was tracking
before you absconded with me?
290
00:12:54,250 --> 00:12:56,460
I am sure you remember A.I.M.
291
00:12:56,460 --> 00:12:58,169
Explain.
292
00:12:58,169 --> 00:13:00,039
There has been
a rash of break-ins
293
00:13:00,039 --> 00:13:02,620
at science labs,
so I laid in wait.
294
00:13:02,620 --> 00:13:06,580
Meanwhile, my spider-bots
have been picking up chatter,
something called a--
295
00:13:06,580 --> 00:13:09,539
Doomsday Chair.
296
00:13:06,580 --> 00:13:09,539
You've heard this too?
297
00:13:09,539 --> 00:13:12,169
Ever since we took down
the Scientist Supreme,
298
00:13:12,169 --> 00:13:14,120
something big's
been in the works.
299
00:13:14,120 --> 00:13:16,960
An A.I.M. agent I interrogated
mentioned a Doomsday Chair.
300
00:13:16,960 --> 00:13:19,289
Then it is your good fortune
that you ran into me,
301
00:13:19,289 --> 00:13:21,120
as I have
their base coordinates.
302
00:13:21,120 --> 00:13:23,789
Prepare yourselves.
303
00:13:21,120 --> 00:13:23,789
[Ms. Marvel]
Wait. Let us st--
304
00:13:23,789 --> 00:13:25,500
[screams]
305
00:13:28,289 --> 00:13:30,000
Huh?
306
00:13:28,289 --> 00:13:30,000
Huh?
307
00:13:30,000 --> 00:13:32,169
[bots]
Structural failure detected.
308
00:13:30,000 --> 00:13:32,169
What?
309
00:13:32,169 --> 00:13:34,210
Notify maintenance.
310
00:13:36,210 --> 00:13:38,539
[grunting]
311
00:13:39,539 --> 00:13:41,120
[both grunt]
312
00:13:44,169 --> 00:13:46,830
Everybody--
313
00:13:44,169 --> 00:13:46,830
Surrender,
314
00:13:46,830 --> 00:13:50,789
before me and my lackeys
destroy you completely.
315
00:13:50,789 --> 00:13:52,120
[Avengers]
"Lackeys"?
316
00:13:52,120 --> 00:13:55,080
[A.I.M. agent]
Ah, you brought the Avengers.
317
00:13:55,080 --> 00:13:57,210
Perfect. Perfect!
318
00:13:57,210 --> 00:13:59,330
Explain your meaning, now.
319
00:13:59,330 --> 00:14:02,379
Did you think
we wouldn't find your toy?
320
00:14:02,379 --> 00:14:05,830
We already planned to test
our newest weapon on you.
321
00:14:05,830 --> 00:14:09,210
But the Avengers as well?
Beyond hopes.
322
00:14:09,210 --> 00:14:11,960
Okay. I don't
speak Villain-ese.
323
00:14:11,960 --> 00:14:13,460
What's going on?
What weapon?
324
00:14:13,460 --> 00:14:17,000
Allow us to introduce
the next Scientist Supreme,
325
00:14:17,000 --> 00:14:21,039
a Mental Organism Designed
Only for Kaos,
326
00:14:21,039 --> 00:14:24,669
otherwise known as... MODOK!
327
00:14:24,669 --> 00:14:28,210
[cackling]
328
00:14:31,000 --> 00:14:34,500
[sighs]
Sorry. I'm sorry.
Don't mind me.
329
00:14:34,500 --> 00:14:38,500
It's just the big,
floating baby head.
[cackling]
330
00:14:38,500 --> 00:14:41,289
[growling]
331
00:14:38,500 --> 00:14:41,289
Whew!
[cackling]
332
00:14:41,289 --> 00:14:43,210
[yells]
333
00:14:41,289 --> 00:14:43,210
[Avengers yell]
334
00:14:43,210 --> 00:14:46,379
[MODOK]
Go ahead,
laugh at me now, fools!
335
00:14:46,379 --> 00:14:50,669
[laughing]
336
00:14:46,379 --> 00:14:50,669
He seems to have technopathic
control of this environment!
337
00:14:50,669 --> 00:14:53,000
Avengers! Imbeciles!
338
00:14:53,000 --> 00:14:54,210
[grunts]
339
00:14:53,000 --> 00:14:54,210
[grunts]
340
00:14:54,210 --> 00:14:55,750
Aah!
[grunts]
341
00:14:55,750 --> 00:14:57,620
[screaming]
342
00:14:55,750 --> 00:14:57,620
[laughing]
343
00:14:59,830 --> 00:15:02,879
[screaming]
344
00:15:02,879 --> 00:15:04,879
You are foolish
to challenge me.
345
00:15:04,879 --> 00:15:08,039
I am the apex
of A.I.M. technology!
What?
346
00:15:08,039 --> 00:15:11,120
Ha! Open-wire access
on a hovercraft?
347
00:15:08,039 --> 00:15:11,120
[yells]
348
00:15:11,120 --> 00:15:14,539
No, no, no, no, no!
349
00:15:11,120 --> 00:15:14,539
Say good-bye to your
stabilizer control, monstrosity!
350
00:15:14,539 --> 00:15:17,879
[yelling]
351
00:15:17,879 --> 00:15:20,120
Avengers, gather together!
352
00:15:20,120 --> 00:15:22,289
That's not how we say that.
353
00:15:24,120 --> 00:15:26,669
Here's the plan:
Widow, flank left,
draw their fire.
354
00:15:26,669 --> 00:15:29,539
Stark, lay down cover
and take down
the encroaching bots.
355
00:15:29,539 --> 00:15:31,250
Marvel, approach MODOK
from behind.
356
00:15:31,250 --> 00:15:33,879
Usually, to be in charge
of the Avengers,
357
00:15:33,879 --> 00:15:37,120
you have to first
be a member of the Avengers.
358
00:15:37,120 --> 00:15:39,289
So, what do we do, boss?
359
00:15:39,289 --> 00:15:41,080
Aah!
[groans]
360
00:15:41,080 --> 00:15:42,919
Aah!
361
00:15:41,080 --> 00:15:42,919
[grunts]
362
00:15:42,919 --> 00:15:44,539
[laughing]
363
00:15:46,250 --> 00:15:48,669
Widow, flank left,
draw their fire.
364
00:15:48,669 --> 00:15:51,169
I'll lay down cover
and take down
the encroaching bots.
365
00:15:51,169 --> 00:15:54,330
Marvel, approach MODOK
from behind.
366
00:15:56,080 --> 00:15:58,789
[grunting]
367
00:16:04,879 --> 00:16:07,830
Finally, obedience
from my underlings.
368
00:16:07,830 --> 00:16:10,250
Now I can
enact my plan.
369
00:16:10,250 --> 00:16:12,789
Your skills do you credit,
child,
370
00:16:10,250 --> 00:16:12,789
[gasps]
371
00:16:12,789 --> 00:16:17,830
but you face the power of MODOK,
a force of pure Kaos!
372
00:16:12,789 --> 00:16:17,830
[groaning]
373
00:16:17,830 --> 00:16:20,960
Good-bye.
374
00:16:17,830 --> 00:16:20,960
I'm the child?
375
00:16:20,960 --> 00:16:24,000
You're the one
with the big, fat, baby head!
376
00:16:24,000 --> 00:16:25,620
[growls]
377
00:16:25,620 --> 00:16:26,960
[grunts]
378
00:16:26,960 --> 00:16:28,960
Ms. Marvel!
379
00:16:28,960 --> 00:16:30,120
[chuckling]
380
00:16:30,120 --> 00:16:32,210
[grunts, groans]
381
00:16:32,210 --> 00:16:34,379
[laughing]
382
00:16:34,379 --> 00:16:36,580
[chuckling]
383
00:16:36,580 --> 00:16:38,580
What happened here,
Ottoman!
384
00:16:36,580 --> 00:16:38,580
[gasps]
385
00:16:38,580 --> 00:16:40,879
I copied you exactly,
but I failed!
386
00:16:40,879 --> 00:16:43,669
Guess you ain't as smart
as you think.
387
00:16:43,669 --> 00:16:45,210
[chuckles]
388
00:16:45,210 --> 00:16:47,750
Do you not understand,
you imbecile?
389
00:16:47,750 --> 00:16:50,039
I failed on purpose.
390
00:16:50,039 --> 00:16:53,039
But that means you
got an "F," too, doofus!
391
00:16:53,039 --> 00:16:54,789
Mm, yes.
392
00:16:54,789 --> 00:16:59,539
But my superior grades
can easily absorb
one failed exam.
393
00:16:59,539 --> 00:17:03,210
However,
you're more fragile standing
will never recover.
394
00:17:03,210 --> 00:17:05,289
Good-bye, sports.
395
00:17:05,289 --> 00:17:07,329
Good-bye, scholarship--
396
00:17:05,289 --> 00:17:07,329
Huh?
397
00:17:07,329 --> 00:17:10,880
...the only way
you could possibly hope
to get into a good college.
398
00:17:10,880 --> 00:17:12,920
[growling]
399
00:17:10,880 --> 00:17:12,920
[laughs]
Don't you see?
400
00:17:12,920 --> 00:17:15,000
I've ruined you utterly,
401
00:17:15,000 --> 00:17:18,460
and all without
lifting a finger.
402
00:17:18,460 --> 00:17:20,460
[grunts, gasps]
403
00:17:18,460 --> 00:17:20,460
[car approaches]
404
00:17:20,460 --> 00:17:22,250
[horn honks]
405
00:17:20,460 --> 00:17:22,250
You'll pay for--
406
00:17:22,250 --> 00:17:25,119
Steve,
quit messing around.
407
00:17:25,119 --> 00:17:26,920
Car, now!
408
00:17:26,920 --> 00:17:30,170
We're gonna have a little talk
about your grades.
409
00:17:30,170 --> 00:17:31,539
[whimpering]
410
00:17:30,170 --> 00:17:31,539
[growling]
411
00:17:31,539 --> 00:17:33,960
Steve!
412
00:17:33,960 --> 00:17:35,920
[breathes shakily]
413
00:17:35,920 --> 00:17:38,170
[car door opens, closes]
414
00:17:35,920 --> 00:17:38,170
That--
415
00:17:38,170 --> 00:17:41,420
That was... amazing!
416
00:17:38,170 --> 00:17:41,420
[car departing]
417
00:17:41,420 --> 00:17:44,960
So that's what Ock does
with great power?
418
00:17:44,960 --> 00:17:48,039
Destroys people's lives?
Huh.
419
00:17:48,039 --> 00:17:50,880
And if I didn't have Ben and May
to teach me better,
420
00:17:50,880 --> 00:17:53,000
could I have
turned out like that?
421
00:17:53,000 --> 00:17:57,170
Vengeful? A villain?
422
00:17:57,170 --> 00:17:58,960
[groaning]
423
00:17:58,960 --> 00:18:01,789
So much for the brilliant
Spider-Man plan.
424
00:18:03,750 --> 00:18:05,619
[laughing]
425
00:18:03,750 --> 00:18:05,619
[Superior Spider-Man]
MODOK!
426
00:18:05,619 --> 00:18:07,420
Face me,
you absurd creature!
427
00:18:05,619 --> 00:18:07,420
[growls]
428
00:18:07,420 --> 00:18:10,420
What can you possibly do
with that mental device?
429
00:18:10,420 --> 00:18:13,329
Your feeble mind
is sorely limited.
430
00:18:13,329 --> 00:18:18,170
Do you think you are
the first individual to use tech
to gain mental powers?
431
00:18:18,170 --> 00:18:21,920
I, myself, have some experience
in this arena.
432
00:18:21,920 --> 00:18:23,039
[all yell]
433
00:18:25,119 --> 00:18:26,750
[yells, grunts]
434
00:18:27,829 --> 00:18:30,289
[growling]
435
00:18:27,829 --> 00:18:30,289
[groans]
Okay.
436
00:18:30,289 --> 00:18:33,210
In retrospect,
maybe there are some merits
to the kid's plan.
437
00:18:33,210 --> 00:18:34,710
[yells]
438
00:18:35,960 --> 00:18:38,170
[both straining]
439
00:18:40,829 --> 00:18:43,119
[straining intensifies]
440
00:18:44,829 --> 00:18:45,920
[yells]
441
00:18:45,920 --> 00:18:49,500
[yelling]
442
00:18:51,960 --> 00:18:53,420
[MODOK groans]
443
00:18:53,420 --> 00:18:55,579
[yelling]
444
00:18:59,000 --> 00:19:01,829
[grunting]
445
00:19:01,829 --> 00:19:03,829
[groans]
446
00:19:01,829 --> 00:19:03,829
[Superior Spider-Man chuckles]
447
00:19:03,829 --> 00:19:06,000
While you were busy
chasing down my minions,
448
00:19:06,000 --> 00:19:08,210
I defeated you, MODOK.
449
00:19:08,210 --> 00:19:10,789
And I didn't even
have to lift a finger.
450
00:19:10,789 --> 00:19:13,420
Wait.
Were you using us?
451
00:19:13,420 --> 00:19:17,170
Your whole plan
was to use us as bait
while you got the mental device?
452
00:19:17,170 --> 00:19:19,170
You were not
the worst sidekicks.
453
00:19:19,170 --> 00:19:21,289
But if I ever have
need of you again,
454
00:19:21,289 --> 00:19:24,289
please remember to check
your egos at the door.
455
00:19:24,289 --> 00:19:27,170
I will leave the cleanup
to you.
456
00:19:27,170 --> 00:19:32,039
[sighs]
He used to be nice, sweet.
457
00:19:32,039 --> 00:19:34,829
He can no longer
be trusted.
458
00:19:34,829 --> 00:19:36,880
And this is coming
from a spy.
459
00:19:36,880 --> 00:19:38,880
I don't know.
Love him or hate him,
460
00:19:38,880 --> 00:19:41,250
it's indisputable
that Spider-Man
is better at this
461
00:19:41,250 --> 00:19:43,619
than ever before.
462
00:19:43,619 --> 00:19:47,880
Well, even though Ock and I
aren't as different
as I thought,
463
00:19:47,880 --> 00:19:50,789
this isn't getting me any closer
to escaping this place.
464
00:19:50,789 --> 00:19:54,039
Computer, can you fast-forward
these memories?
465
00:19:54,039 --> 00:19:56,710
[computer]
Accessing fast-forward.
466
00:19:56,710 --> 00:19:58,829
[gasping]
467
00:20:01,000 --> 00:20:03,000
This is from the beginning
of the school year,
468
00:20:03,000 --> 00:20:07,210
when Ock had Gwen, Anya,
and Miles hooked
into the computer.
469
00:20:07,210 --> 00:20:09,039
Computer, pause.
470
00:20:07,210 --> 00:20:09,039
[beeps]
471
00:20:09,039 --> 00:20:12,829
They sent a blast
of mental feedback at him.
472
00:20:12,829 --> 00:20:14,829
At the same time,
Carolyn Trainer and I
473
00:20:14,829 --> 00:20:16,500
went in to wallop him big-time.
474
00:20:19,880 --> 00:20:21,880
It all started here.
475
00:20:21,880 --> 00:20:25,000
Ock fell into a coma--
Or at least I thought he did.
476
00:20:25,000 --> 00:20:28,000
It turns out
that was just his body.
477
00:20:28,000 --> 00:20:32,170
He must have
wirelessly downloaded
his mind into-- into--
478
00:20:32,170 --> 00:20:35,119
into his arms.
479
00:20:35,119 --> 00:20:36,920
But how?
480
00:20:36,920 --> 00:20:40,380
Computer, show me
any command codes
activated at this moment.
481
00:20:40,380 --> 00:20:42,380
Huh.
482
00:20:42,380 --> 00:20:45,210
"Data Log 47E127."
483
00:20:45,210 --> 00:20:48,210
This has to be
the execution command Ock used
484
00:20:48,210 --> 00:20:51,039
to transfer his consciousness
into his arms.
485
00:20:51,039 --> 00:20:54,079
Computer, terminal command.
Execute.
486
00:20:54,079 --> 00:20:56,000
[beeps]
487
00:20:56,000 --> 00:21:00,329
[Ms. Marvel]
All the tests check out,
but something's super off.
488
00:21:00,329 --> 00:21:02,079
What did Iron Man think?
489
00:21:02,079 --> 00:21:05,210
That Spidey's better than ever,
even if he is a pain.
490
00:21:05,210 --> 00:21:06,670
[clatter]
491
00:21:06,670 --> 00:21:10,250
Uh, thanks for trying,
Ms. Marvel. Gotta go.
492
00:21:10,250 --> 00:21:12,289
[keyboard clacking]
493
00:21:12,289 --> 00:21:14,920
Ock's arms, alive?
494
00:21:15,920 --> 00:21:17,880
[grunts]
495
00:21:20,329 --> 00:21:24,079
"Miles, it's Peter Parker.
496
00:21:24,079 --> 00:21:27,250
Ock trapped me in here.
Help."
497
00:21:27,250 --> 00:21:28,250
Peter?!