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?!