[Miles Morales] So we're battling Sandgirl, then he--
And remember, I'm talking about Spider-Man.
He heat zaps her, so she turns into Glass Girl, like all made of glass.
Then he's seriously about to smash her into little pieces,
but I stopped him, so now he apparently hates me.
Ugh! I mean, that's not him, right?
It can't be. Maybe he's a clone or something.
Thank you for coming to me with this.
Spidey had my back once, so if there's a chance he's in trouble, I'm here to help.
Awesome! So what do you think's going on?
Well, could be a shape-shifting alien.
What? Is that a thing?
Of course. But officially, I never said that.
Look, I know one thing's for sure. Pete needs us.
I know we don't know know each other,
but since you and Spidey are cool,
maybe we can get the, you know, team involved.
Don't worry. We got your back.
I was really hoping you'd say that.
[sparks crackling]
Use the energy signature. Locate the mental device.
[bots] Affirmative.
[beeps]
[Superior Spider-Man] Sending a single agent?
Hardly lives up to the "Advanced Idea" part
of A.I.M.'s absurd moniker.
Device acquired.
[web shooter deploys]
Spider-Man? Fire!
This guy always blabs.
Target the sound of his voice.
Why so quiet, bug-brain? Afraid?
No. Annoyed.
Hey, how did-- Uh-oh.
I came expecting A.I.M.
You think I wouldn't be prepared to disable every single one of your weapons?
You may have planned for our weapons,
but in a warehouse full of them, did you ever plan on this?
[grunts]
Hm. Unexpected.
[laughing]
I should've accessed their inventory database
and planned for all the weapons available here.
A foolish oversight worthy of that imbecile, Peter Parker.
[distorted beep]
What? Overheated?
Interesting.
[beeps]
There!
[grunts]
But now that I, Otto Octavius,
have placed my mind into Peter Parker's body,
I'm am superi-- Aah!
[straining]
[A.I.M. agent] The destruction of Spider-Man.
That would be worth a promotion.
[distorted beep]
Piece of junk!
[weapon clatters on ground]
Alas, pinned here, helpless.
Curse my luck, as no doubt the villain
will use this opportunity to escape.
[thinking] Excellent. The fool believed my charade.
Now with my spider-tracer in place,
I will finally be able to discover why A.I.M. has stolen
three different mental projection devices in as many days!
Once I track them to their lair,
I will be able to discover their end game and ruin it.
Okay. So what if my mind is trapped
in my high school's main computer
while a super-villain runs around wearing my body?
I've been in weirder...
Oh, who am I kidding?
This is the weirdest situation ever.
What I need to figure out is how to get a message to Miles,
Gwen, Anya, anybody.
[chimes]
Huh?
What's that?
[beeping]
A picture cache.
Ugh! Is anything in here properly labeled?
I mean, how hard is it to find a root directory?
[computer] Loading root directory.
Oh. [laughs]
A root directory. Yes!
See? Talking to yourself does help.
Now, I just need to make contact so I can get back into my body
and control-alt-delete Ock outta there.
Ah, great! Access nodes.
Access denied.
Oh, what? Come on!
Open. Computer, access node folders.
[overlapping] Access denied. Access denied. Access denied. Access denied...
[buzzing]
[frustrated grunt]
Ock hired a bunch of villains to come after me when he was in here,
so there's gotta be a way to communicate with the outside world.
This is a waste of time-- trying to think like a mad scientist.
I mean, who knows what goes on in Otto Octavius' brain?
[beeps]
Otto Octavius.
Brain memory store backup.
Loading.
What?
Ock's memories?
This is-- Ugh!
This could be gross and terrifying.
"Grossifying"?
But if I want out of here, I need to see Ock's memory of how he did it.
This is insane. It looks so... real.
No! [grunts]
[scoffs] Figures.
Even growing up, Ock, you were nothing but a...
[grunts]
bully?
Please, just leave me alone.
[laughing]
[whimpers]
[whimpering]
Hey! Enough!
I can't stop them.
[grunts]
Ugh. This is a memory. It already happened.
[mock whimpering] Is my Ottoman gonna cry?
[laughs] Be sure not to get my shoes wet, Ottoman.
Tell you what. Another bad grade,
Coach says I'm off the team.
But let me copy off ya on the chemistry midterm,
and maybe I'll be too busy with baseball
to care about my favorite footrest.
[laughing]
[crying softly]
[growls]
[A.I.M. agent] I saw it coming.
With Spider-Man's recent actions against A.I.M., [chuckles]
it was only a matter of time before he caught up with our unit.
[beeps]
To help awaken the subject, your mental device, sir.
No matter. He'll hardly be a match for our secret weapon.
And with this, we near the finish.
The project promises to be more powerful
than even the Scientist Supreme could've imagined.
[beeping]
It seems my unwitting pawn
has reached his destination.
You doing some sightseeing, web-head?
Stark?!
[clangs]
In the armored flesh.
Now, can we skip the usual hero worship stuff,
where you fawn all over me?
'Cause, I mean, don't get me wrong. I love all that,
but we've got some questions for you.
Like, what planet are you from?
Spartax? Vrelnex?
What is all this?
Nothing to get riled up about, kid.
Just a friendly neighborhood check-in.
Leave me to my business, Stark.
Yeah, that's not happening.
Look, Pajamas, we're gonna take a few scans,
make sure everything's tip-top and under control with you.
Why would it not be?
Oh, I don't know.
Maybe because of all the reports that you're now a loose cannon?
Also, that you're, like, super not funny.
Uh, well, even less funny than normal.
My wit is elevated.
Wait. Reports? From who?
We're the Avengers. We have sources.
Morales.
I do not have time for this.
We're not asking. [grunts]
Whoa, whoa, whoa! Not cool! Stand down, Spidey!
[grunts] Unhand me!
[yells, grunts]
Okay, this just got funky.
Not sure what the deal is, but you're coming with us.
Not on your life, Stark! [yells]
Uh, kid, you're probably gonna wanna rethink this.
My calculations never need to be rethought.
[both grunt]
Okay, Pajamas, stow your tray table.
[Superior Spider-Man screaming]
Stark!
[Iron Man] Just a quick scenic trip.
Enjoy the view until your lights go out.
Trying to cut off my oxygen supply
by going into the upper atmosphere?
Wha-ha-- Are you nuts?
[grunts]
No. I am your superior!
No way this is ending well.
Stark can handle himself.
[Iron Man] Coming down hard! Kid, we need to pull up!
Quiet. I am calculating.
[both grunt]
No--
Way.
[grunts]
[Iron Man] Your logistics need serious...
[grunts] work!
[grunts]
[groans]
That... was embarrassing.
Yes, it was.
So much for "friends till the end."
Friends or not, you are in my way.
[grunts]
[Black Widow grunts]
Yes, we are. [grunts]
[grunts, chuckles]
[bat clatters on ground]
Is this a Curie Craftchem set?
Oh, man! Uncle Ben bought me this exact model when I was a kid.
What happened to you, Ock?
You had everything I had.
You're a smart kid. Where'd it go wrong?
[door opens]
[door closes]
What'd I tell you about working with your play set at the table?
I told you, it's a chemistry set.
What's that? You talking back to me?
Please. Don't, sir.
I've been working on perfecting that formula for weeks. It could--
You are talking back! Huh! You think you're better than me, huh?
Your good grades, your big dreams...
No!
[grunts]
[grunts, groans]
See?
You are no better than me.
What you do, I can take away.
Now you go play with the other kids like you're supposed to.
Be normal for once.
I am normal. Science is--
Ugh! I'm sick of you blubbering about science all the time!
Science is useless.
You know what got me ahead in this world? Huh?
These hands, these arms!
Strength is the only thing this world understands.
That's-- That's not fair.
[mocking voice] "That's not fair."
Aw. Life gives to the powerful,
not the ones that whine about what's fair.
Power...
I do have power.
Oh, boy.
[Superior Spider-Man groaning]
Hey, there, PJ's. We took those scans we wanted.
Wasn't so bad. Might even be a lollipop in your future.
Not so bad? He rode you like a surfboard.
Ah, right. Yeah, no lollipop.
Million-dollar dry cleaning bill instead.
Sorry to break up the comedy hour. Excuse us.
[growls, gasps]
Need to confer with my colleagues.
So, what now?
What do you mean? The scans confirm it's him.
The real him.
But aliens could've--
No aliens. I checked.
I don't know, Tony. His fighting style-- it's different.
A different skill set than the last time I saw him.
This whole thing doesn't add up.
Spidey wouldn't act this way.
He's a friend, and you two are his idols.
You check for mind control?
Mind control, doppelgangers, LMDs, cloning,
Asgardian illusion spells, holo-disguises.
Negative on all. It's the kid. That's Peter Parker.
It's a sad fact, but sometimes people just change.
[Superior Spider-Man] Congratulations, Stark.
[all grunt]
You wasted your time proving the obvious.
[Iron Man] Away from the controls, kid, now!
I don't think so. Despite my warnings,
[Avengers yell]
you forced my hand, wasting my time.
So to make up for it,
you are now my chauffer.
Does this mean I get to hit him again?
Because I'd be okay with that.
Oh, you do not want to stop the bad guys?
The ones I was tracking before you absconded with me?
I am sure you remember A.I.M.
Explain.
There has been a rash of break-ins
at science labs, so I laid in wait.
Meanwhile, my spider-bots have been picking up chatter, something called a--
Doomsday Chair.
You've heard this too?
Ever since we took down the Scientist Supreme,
something big's been in the works.
An A.I.M. agent I interrogated mentioned a Doomsday Chair.
Then it is your good fortune that you ran into me,
as I have their base coordinates.
Prepare yourselves.
[Ms. Marvel] Wait. Let us st--
[screams]
Huh?
[bots] Structural failure detected.
What?
Notify maintenance.
[grunting]
[both grunt]
Everybody--
Surrender,
before me and my lackeys destroy you completely.
[Avengers] "Lackeys"?
[A.I.M. agent] Ah, you brought the Avengers.
Perfect. Perfect!
Explain your meaning, now.
Did you think we wouldn't find your toy?
We already planned to test our newest weapon on you.
But the Avengers as well? Beyond hopes.
Okay. I don't speak Villain-ese.
What's going on? What weapon?
Allow us to introduce the next Scientist Supreme,
a Mental Organism Designed Only for Kaos,
otherwise known as... MODOK!
[cackling]
[sighs] Sorry. I'm sorry. Don't mind me.
It's just the big, floating baby head. [cackling]
[growling]
Whew! [cackling]
[yells]
[Avengers yell]
[MODOK] Go ahead, laugh at me now, fools!
[laughing]
He seems to have technopathic control of this environment!
Avengers! Imbeciles!
[grunts]
Aah! [grunts]
[screaming]
[laughing]
[screaming]
You are foolish to challenge me.
I am the apex of A.I.M. technology! What?
Ha! Open-wire access on a hovercraft?
[yells]
No, no, no, no, no!
Say good-bye to your stabilizer control, monstrosity!
[yelling]
Avengers, gather together!
That's not how we say that.
Here's the plan: Widow, flank left, draw their fire.
Stark, lay down cover and take down the encroaching bots.
Marvel, approach MODOK from behind.
Usually, to be in charge of the Avengers,
you have to first be a member of the Avengers.
So, what do we do, boss?
Aah! [groans]
Aah!
[grunts]
[laughing]
Widow, flank left, draw their fire.
I'll lay down cover and take down the encroaching bots.
Marvel, approach MODOK from behind.
[grunting]
Finally, obedience from my underlings.
Now I can enact my plan.
Your skills do you credit, child,
[gasps]
but you face the power of MODOK, a force of pure Kaos!
[groaning]
Good-bye.
I'm the child?
You're the one with the big, fat, baby head!
[growls]
[grunts]
Ms. Marvel!
[chuckling]
[grunts, groans]
[laughing]
[chuckling]
What happened here, Ottoman!
[gasps]
I copied you exactly, but I failed!
Guess you ain't as smart as you think.
[chuckles]
Do you not understand, you imbecile?
I failed on purpose.
But that means you got an "F," too, doofus!
Mm, yes.
But my superior grades can easily absorb one failed exam.
However, you're more fragile standing will never recover.
Good-bye, sports.
Good-bye, scholarship--
Huh?
...the only way you could possibly hope to get into a good college.
[growling]
[laughs] Don't you see?
I've ruined you utterly,
and all without lifting a finger.
[grunts, gasps]
[car approaches]
[horn honks]
You'll pay for--
Steve, quit messing around.
Car, now!
We're gonna have a little talk about your grades.
[whimpering]
[growling]
Steve!
[breathes shakily]
[car door opens, closes]
That--
That was... amazing!
[car departing]
So that's what Ock does with great power?
Destroys people's lives? Huh.
And if I didn't have Ben and May to teach me better,
could I have turned out like that?
Vengeful? A villain?
[groaning]
So much for the brilliant Spider-Man plan.
[laughing]
[Superior Spider-Man] MODOK!
Face me, you absurd creature!
[growls]
What can you possibly do with that mental device?
Your feeble mind is sorely limited.
Do you think you are the first individual to use tech to gain mental powers?
I, myself, have some experience in this arena.
[all yell]
[yells, grunts]
[growling]
[groans] Okay.
In retrospect, maybe there are some merits to the kid's plan.
[yells]
[both straining]
[straining intensifies]
[yells]
[yelling]
[MODOK groans]
[yelling]
[grunting]
[groans]
[Superior Spider-Man chuckles]
While you were busy chasing down my minions,
I defeated you, MODOK.
And I didn't even have to lift a finger.
Wait. Were you using us?
Your whole plan was to use us as bait while you got the mental device?
You were not the worst sidekicks.
But if I ever have need of you again,
please remember to check your egos at the door.
I will leave the cleanup to you.
[sighs] He used to be nice, sweet.
He can no longer be trusted.
And this is coming from a spy.
I don't know. Love him or hate him,
it's indisputable that Spider-Man is better at this
than ever before.
Well, even though Ock and I aren't as different as I thought,
this isn't getting me any closer to escaping this place.
Computer, can you fast-forward these memories?
[computer] Accessing fast-forward.
[gasping]
This is from the beginning of the school year,
when Ock had Gwen, Anya, and Miles hooked into the computer.
Computer, pause.
[beeps]
They sent a blast of mental feedback at him.
At the same time, Carolyn Trainer and I
went in to wallop him big-time.
It all started here.
Ock fell into a coma-- Or at least I thought he did.
It turns out that was just his body.
He must have wirelessly downloaded his mind into-- into--
into his arms.
But how?
Computer, show me any command codes activated at this moment.
Huh.
"Data Log 47E127."
This has to be the execution command Ock used
to transfer his consciousness into his arms.
Computer, terminal command. Execute.
[beeps]
[Ms. Marvel] All the tests check out, but something's super off.
What did Iron Man think?
That Spidey's better than ever, even if he is a pain.
[clatter]
Uh, thanks for trying, Ms. Marvel. Gotta go.
[keyboard clacking]
Ock's arms, alive?
[grunts]
"Miles, it's Peter Parker.
Ock trapped me in here. Help."
Peter?!