1
00:00:00,880 --> 00:00:03,000
"Hey, Miles,
how's your day going?"
2
00:00:03,000 --> 00:00:05,169
"Oh, not bad.
Just your typical Tuesday.
3
00:00:05,169 --> 00:00:07,710
"Modifying Doc Ock's
old mechanical arms
4
00:00:07,710 --> 00:00:12,080
to help my friend, Peter Parker,
whose mind is trapped
inside said arms."
5
00:00:13,080 --> 00:00:15,210
I live a really weird life.
6
00:00:15,210 --> 00:00:16,039
[beeps]
7
00:00:21,039 --> 00:00:23,120
Oh, right. Speakers.
8
00:00:23,120 --> 00:00:26,250
Miles! You're a genius!
9
00:00:23,120 --> 00:00:26,250
[feedback]
10
00:00:26,250 --> 00:00:30,120
[groans]
Okay. I think that's
all the bugs.
11
00:00:30,120 --> 00:00:33,579
Not all the bugs.
We still got a spider to catch.
12
00:00:33,579 --> 00:00:36,539
You, my friend, have a lot
of explaining to do.
13
00:00:36,539 --> 00:00:39,170
You might wanna
sit down for this.
Seriously.
14
00:00:39,170 --> 00:00:42,789
I'm about to find out
how your mind ended up
inside Doc Ock's arms.
15
00:00:42,789 --> 00:00:44,539
I'm a little too excited
to sit.
16
00:00:44,539 --> 00:00:47,119
Doc Ock transferred
my consciousness
out of my body
17
00:00:47,119 --> 00:00:50,079
and didn't realize it would
end up in the hard drive
of the Neuro-Cortex,
18
00:00:50,079 --> 00:00:52,380
which led me
to Horizon's mainframe,
which led me here.
19
00:00:52,380 --> 00:00:57,289
So, if your mind
is in the arms,
20
00:00:57,289 --> 00:00:59,210
then whose mind
is in your body?
21
00:00:59,210 --> 00:01:01,579
Hmm...
22
00:00:59,210 --> 00:01:01,579
[groans]
23
00:01:01,579 --> 00:01:03,579
Told you
you should sit down.
24
00:01:03,579 --> 00:01:06,209
Ock's mind in your body
explains everything.
25
00:01:06,209 --> 00:01:08,879
What do you mean?
26
00:01:06,209 --> 00:01:08,879
Well, you--
27
00:01:08,879 --> 00:01:10,879
I mean, Ock, as you,
28
00:01:10,879 --> 00:01:13,039
hasn't exactly been
the charming Peter Parker,
29
00:01:13,039 --> 00:01:15,960
or Spider-Man,
the world is used to.
30
00:01:17,329 --> 00:01:21,789
I will crush you
into oblivion, villains!
31
00:01:17,329 --> 00:01:21,789
[grunts]
32
00:01:21,789 --> 00:01:24,250
Please, Spider-Man,
we don't want to fight you.
33
00:01:24,250 --> 00:01:26,879
[both grunting]
34
00:01:26,879 --> 00:01:30,960
You should have thought
about that before stealing
electromagnetic technology, foe!
35
00:01:30,960 --> 00:01:33,039
Sorry to have to do this.
[grunts]
36
00:01:33,039 --> 00:01:34,789
[grunts]
37
00:01:34,789 --> 00:01:36,329
[yells]
38
00:01:36,329 --> 00:01:39,120
Whoever you two are,
you are certainly not prepared
39
00:01:39,120 --> 00:01:41,829
to battle the likes of me.
40
00:01:41,829 --> 00:01:44,170
Let's go!
41
00:01:45,210 --> 00:01:47,579
What? Teleportation?
42
00:01:45,210 --> 00:01:47,579
[yelling]
43
00:01:47,579 --> 00:01:49,960
[train horn blaring]
44
00:01:47,579 --> 00:01:49,960
[grunts]
45
00:01:49,960 --> 00:01:53,379
It appears I have made
some miscalculations!
46
00:02:04,459 --> 00:02:06,040
[horn blaring]
47
00:02:06,040 --> 00:02:07,920
[grunts]
48
00:02:07,920 --> 00:02:10,210
[yells]
49
00:02:07,920 --> 00:02:10,210
[grunts]
50
00:02:10,210 --> 00:02:14,039
Hmm? The teleportation--
it's draining his energy.
51
00:02:14,039 --> 00:02:17,289
This-- This is as far
as I could get.
52
00:02:17,289 --> 00:02:20,210
Spider-Man's trapped,
which should
give us enough time
53
00:02:20,210 --> 00:02:23,120
for a recharge.
54
00:02:23,120 --> 00:02:24,120
Better?
55
00:02:26,539 --> 00:02:28,329
That's probably not good.
56
00:02:28,329 --> 00:02:30,710
Understatement of the night.
57
00:02:30,710 --> 00:02:33,710
Stay away from us, Spider-Man!
58
00:02:30,710 --> 00:02:33,710
[grunts]
59
00:02:34,960 --> 00:02:36,960
Well, that was embarrassing,
60
00:02:36,960 --> 00:02:39,500
losing to rank amateurs.
61
00:02:39,500 --> 00:02:41,539
At least I managed
to obtain footage.
62
00:02:41,539 --> 00:02:45,000
Perhaps I can find
their weaknesses.
63
00:02:45,000 --> 00:02:49,000
Hmm? Subjects:
Cloak and Dagger.
64
00:02:49,000 --> 00:02:51,500
Dangerous.
Potentially lethal.
65
00:02:51,500 --> 00:02:53,750
However, they appear new.
66
00:02:53,750 --> 00:02:56,079
Perhaps recently
obtained abilities?
67
00:02:56,079 --> 00:02:58,960
Dagger's energy
utilizes light waves,
68
00:02:58,960 --> 00:03:01,620
and Cloak appears to use
negative void space
69
00:03:01,620 --> 00:03:03,330
for teleportation.
70
00:03:03,330 --> 00:03:07,289
Hm. That is a power set
I have no contingency for.
71
00:03:07,289 --> 00:03:10,039
I will have to
devise something.
72
00:03:10,039 --> 00:03:13,080
I wonder if
a chemical light reaction
would neutralize him.
73
00:03:13,080 --> 00:03:15,419
Pete?
Why are you still home?
74
00:03:15,419 --> 00:03:18,120
Because... I live here?
75
00:03:18,120 --> 00:03:21,539
Funny.
School is about to start.
76
00:03:21,539 --> 00:03:24,920
I told you,
I am through with Horizon,
77
00:03:24,920 --> 00:03:28,539
an institution squeezing
its students for money
is no school worthy of--
78
00:03:28,539 --> 00:03:31,960
I know. You told me
all your reasons for
not wanting to go there anymore,
79
00:03:31,960 --> 00:03:34,379
but you can't
just skip school.
80
00:03:34,379 --> 00:03:37,329
I enrolled you back
in public school yesterday.
81
00:03:37,329 --> 00:03:40,000
Wait.
You cannot be serious.
82
00:03:40,000 --> 00:03:41,789
Are you talking about...
83
00:03:41,789 --> 00:03:43,210
[bell ringing]
84
00:03:43,210 --> 00:03:45,579
[thinking]
Midtown High.
85
00:03:45,579 --> 00:03:50,579
How does anyone expect to learn
surrounded by such
rampant buffoonery?
86
00:03:50,579 --> 00:03:54,789
Then again,
perhaps I'm viewing this
from the wrong perspective.
87
00:03:54,789 --> 00:03:59,960
The one thing I regret
in all of this
is that Parker has no PhD.
88
00:03:59,960 --> 00:04:03,250
I can rectify that.
The new me
can easily skip grades,
89
00:04:03,250 --> 00:04:07,879
become valedictorian,
get into any college,
earn my doctorates.
90
00:04:07,879 --> 00:04:10,169
How bad could this really be?
91
00:04:10,169 --> 00:04:13,379
[grunting]
92
00:04:10,169 --> 00:04:13,379
Parker!
We're locker buddies!
93
00:04:13,379 --> 00:04:15,379
How cool is that?
94
00:04:15,379 --> 00:04:18,879
[grunts]
Cool as the avian flu.
95
00:04:18,879 --> 00:04:21,500
Now put me down, Thompson!
96
00:04:21,500 --> 00:04:25,209
[laughing]
You're such a nerd.
How's it been, buddy?
97
00:04:25,209 --> 00:04:28,209
[groans]
I went to a school for geniuses.
98
00:04:28,209 --> 00:04:30,290
Now I am here.
Can you do the math?
99
00:04:30,290 --> 00:04:32,000
Oh, of course not.
100
00:04:32,000 --> 00:04:35,790
Since when could Flash Thompson
ever do math?
101
00:04:35,790 --> 00:04:39,620
Did Puny Parker
just burn me?
102
00:04:39,620 --> 00:04:42,829
Ohh! Little guy's
growing up.
103
00:04:44,670 --> 00:04:46,170
Hmm? Chemistry.
104
00:04:46,170 --> 00:04:49,040
Perhaps here they will
have components I could utilize
105
00:04:49,040 --> 00:04:50,790
to find Cloak's weakness.
106
00:04:50,790 --> 00:04:52,209
[girl clears throat]
107
00:04:54,000 --> 00:04:57,079
Oh! Hello.
I-- I-I did not--
108
00:04:57,079 --> 00:04:59,579
See me? Go ahead.
109
00:04:59,579 --> 00:05:01,750
Say it. I dare you.
110
00:05:01,750 --> 00:05:04,879
No, I just did not know
anyone was--
111
00:05:04,879 --> 00:05:06,879
Are you
the chemistry professor?
112
00:05:06,879 --> 00:05:09,540
Teaching assistant.
And you're a new face.
113
00:05:09,540 --> 00:05:12,000
Guessing you're
the Horizon flunky,
Peter Parker.
114
00:05:12,000 --> 00:05:14,379
"Flunky"?
I will have you--
115
00:05:14,379 --> 00:05:18,670
Cool it, genius.
It was a compliment.
Horizon's overrated.
116
00:05:18,670 --> 00:05:22,670
Yes. Well, on that,
we can most certainly agree.
117
00:05:22,670 --> 00:05:25,959
Anna Maria Marconi.
And not that I believe in fate,
118
00:05:25,959 --> 00:05:28,040
but I was looking forward
to talking to you, Peter,
119
00:05:28,040 --> 00:05:30,120
and you stumbled
right into my class.
120
00:05:30,120 --> 00:05:32,379
Would you mind
taking a walk with me?
121
00:05:34,329 --> 00:05:38,170
Growing up, I was teased,
for obvious reasons.
122
00:05:38,170 --> 00:05:40,170
Children can be...
123
00:05:40,170 --> 00:05:42,120
Cruel. Yes.
124
00:05:42,120 --> 00:05:44,120
I'm quite familiar
with bullying.
125
00:05:44,120 --> 00:05:46,540
So my parents tried
to pull me from school
126
00:05:46,540 --> 00:05:48,540
and send me
to a private academy.
127
00:05:48,540 --> 00:05:51,670
A place where they thought
I had a better chance
of flourishing.
128
00:05:51,670 --> 00:05:53,620
A wise conclusion.
129
00:05:53,620 --> 00:05:55,670
No. You're missing
my point.
130
00:05:55,670 --> 00:05:59,120
I refused.
If I went to a place
where everyone was like me,
131
00:05:59,120 --> 00:06:01,379
then how could I
change things?
132
00:06:01,379 --> 00:06:06,040
Uh, well, that is... noble.
133
00:06:06,040 --> 00:06:08,579
Midtown has a real chance
to become a competitor
134
00:06:08,579 --> 00:06:10,040
with schools
like Horizon High.
135
00:06:10,040 --> 00:06:12,579
All it needs
is proper funding.
136
00:06:12,579 --> 00:06:14,829
And that's where
you come in.
137
00:06:14,829 --> 00:06:18,000
How? I am not
exactly an Osborn.
138
00:06:18,000 --> 00:06:19,790
I have no access
to funding.
139
00:06:19,790 --> 00:06:22,670
I don't need your money.
I need your time.
140
00:06:22,670 --> 00:06:26,209
Help me with
my sponsorship proposal
to Alchemax.
141
00:06:26,209 --> 00:06:28,579
An ex-Horizon student like you
could go a long way
142
00:06:28,579 --> 00:06:31,040
in legitimizing everything
I'm trying to do here.
143
00:06:31,040 --> 00:06:34,170
Alchemax?
144
00:06:31,040 --> 00:06:34,170
A top science firm.
145
00:06:34,170 --> 00:06:36,540
Its CEO, Tiberius Stone--
146
00:06:34,170 --> 00:06:36,540
What?
147
00:06:36,540 --> 00:06:38,959
...is offering public school
sponsorships.
148
00:06:36,540 --> 00:06:38,959
Could that be Cloak and Dagger?
149
00:06:38,959 --> 00:06:41,379
Sponsorships that could really
turn this place around--
150
00:06:38,959 --> 00:06:41,379
Students at Midtown High?
151
00:06:41,379 --> 00:06:44,620
I must investigate.
152
00:06:41,379 --> 00:06:44,620
...if we can impress him.
153
00:06:44,620 --> 00:06:47,040
Hello! Are you in?
154
00:06:47,040 --> 00:06:50,379
I'm finalizing
my pitch presentation
tonight after school.
155
00:06:50,379 --> 00:06:52,000
I really
could use your help.
156
00:06:52,000 --> 00:06:55,750
Yes. You can count on me.
157
00:06:55,750 --> 00:06:58,379
[running footfalls]
158
00:06:58,379 --> 00:07:01,709
Okay, so, how many times
have you transferred
your consciousness
159
00:07:01,709 --> 00:07:03,500
into different machines?
160
00:07:03,500 --> 00:07:05,500
From my body
to the Neuro-Cortex,
161
00:07:05,500 --> 00:07:08,209
to Horizon's servers,
to Ock's arms.
162
00:07:08,209 --> 00:07:11,040
So, uh, three times?
Why?
163
00:07:11,040 --> 00:07:15,120
You know a photocopy
of a photocopy?
How it gets worse and worse?
164
00:07:15,120 --> 00:07:17,079
That's your
consciousness now.
165
00:07:17,079 --> 00:07:19,829
So, any more
machine-to-machine
mind transfers,
166
00:07:19,829 --> 00:07:21,500
then, most likely, poof!
167
00:07:21,500 --> 00:07:23,079
Bye-bye, Peter Parker.
168
00:07:23,079 --> 00:07:25,250
Problem is,
even if we can get to Ock,
169
00:07:25,250 --> 00:07:28,290
how are we gonna switch
your mind back into your body?
170
00:07:28,290 --> 00:07:30,620
How did he switch
your mind out
in the first place?
171
00:07:30,620 --> 00:07:34,879
He had this sort of lens thing
connected to the Neuro-Cortex.
172
00:07:34,879 --> 00:07:36,920
I'd never seen it before.
173
00:07:36,920 --> 00:07:39,879
Wait. A lens thing?
174
00:07:36,920 --> 00:07:39,879
[drawer opens]
175
00:07:39,879 --> 00:07:42,459
Like this?
176
00:07:39,879 --> 00:07:42,459
Where did you get that?
177
00:07:42,459 --> 00:07:46,250
Max gave it to me.
Said it was attached
to the Neuro-Cortex.
178
00:07:46,250 --> 00:07:48,709
I think you and I
might be in business.
179
00:07:48,709 --> 00:07:53,209
If I can get to Ock,
I'm sure I can convince him
to switch our bodies back.
180
00:07:53,209 --> 00:07:55,209
I know so much more
about him now.
181
00:07:55,209 --> 00:07:57,209
He and I
are not that different.
182
00:07:57,209 --> 00:07:59,209
I know there's a good person
inside him.
183
00:07:59,209 --> 00:08:02,120
You really think Ock's
gonna listen to reason?
184
00:08:02,120 --> 00:08:03,959
He's not gonna give up
without a fight.
185
00:08:03,959 --> 00:08:06,120
And if it comes to that,
I'm not in the most
186
00:08:06,120 --> 00:08:09,170
stable situation
to take him on, am I?
187
00:08:09,170 --> 00:08:11,790
Luckily, I might have
a solution for that.
188
00:08:11,790 --> 00:08:14,620
I'm pretty sure I can
hook Ock's arms up to it
189
00:08:14,620 --> 00:08:17,209
without another mind transfer.
190
00:08:17,209 --> 00:08:19,709
Now, let's get your body back.
191
00:08:21,379 --> 00:08:23,829
Cloak and Dagger must have
slipped out of school.
192
00:08:23,829 --> 00:08:28,000
And I'm getting no signs
of their energy readings.
193
00:08:30,209 --> 00:08:32,080
[beeping]
194
00:08:30,209 --> 00:08:32,080
There they are!
195
00:08:32,080 --> 00:08:35,419
I knew my equipment
would not fail.
196
00:08:35,419 --> 00:08:39,289
Robbing another
high-tech research facility?
197
00:08:35,419 --> 00:08:39,289
[beeps]
198
00:08:39,289 --> 00:08:41,539
To what end?
199
00:08:41,539 --> 00:08:46,169
Even with Cloak's
teleportation powers,
they cannot escape me.
200
00:08:50,710 --> 00:08:53,080
What? My data says
they are here.
201
00:08:53,080 --> 00:08:55,379
Could my readings be faulty?
202
00:08:55,379 --> 00:08:58,210
[Dagger]
We saw you following us,
Spider-Man.
203
00:08:58,210 --> 00:09:00,000
We really didn't want
to have to do this.
204
00:09:00,000 --> 00:09:02,620
But we can't let you get
in the way of our plans.
205
00:09:04,789 --> 00:09:07,039
[grunting]
206
00:09:09,039 --> 00:09:11,830
[grunts]
207
00:09:11,830 --> 00:09:14,500
You are coming with me,
criminals.
208
00:09:14,500 --> 00:09:17,080
[yells]
209
00:09:17,080 --> 00:09:21,169
I will admit,
our last battle caught me
slightly off-guard.
210
00:09:21,169 --> 00:09:24,379
Previous mistakes
are only opportunities
for improvement.
211
00:09:24,379 --> 00:09:28,169
[grunting]
212
00:09:24,379 --> 00:09:28,169
And I never make
the same mistake twice!
213
00:09:28,169 --> 00:09:30,039
[grunting]
214
00:09:31,039 --> 00:09:32,120
[grunts]
215
00:09:41,000 --> 00:09:43,250
[panting]
Dagger!
216
00:09:44,289 --> 00:09:46,039
Dagger, no. No.
217
00:09:44,289 --> 00:09:46,039
[groaning]
218
00:09:46,039 --> 00:09:47,379
Come on.
219
00:09:47,379 --> 00:09:50,669
Is it clear now
that crime does not pay?
220
00:09:50,669 --> 00:09:53,120
You-- You monster!
[yells]
221
00:09:53,120 --> 00:09:54,620
[grunts]
222
00:09:54,620 --> 00:09:56,210
[yells]
223
00:09:56,210 --> 00:09:58,460
[yells]
224
00:09:56,210 --> 00:09:58,460
[groans, yells]
225
00:09:58,460 --> 00:10:01,000
[grunting]
Put me down, brute!
226
00:10:02,039 --> 00:10:04,080
[groaning]
227
00:10:04,080 --> 00:10:07,210
What-- What did
you do to me?
[cries out]
228
00:10:07,210 --> 00:10:10,000
[grunts]
229
00:10:07,210 --> 00:10:10,000
[cries out]
230
00:10:10,000 --> 00:10:12,830
Created a light blast
from a chemical compound
231
00:10:12,830 --> 00:10:17,039
I theorized would cause
a chain reaction overload
in your cape's negative void.
232
00:10:17,039 --> 00:10:19,039
Pure, simple hypothesis
233
00:10:19,039 --> 00:10:22,039
tested to
a positive conclusion.
234
00:10:22,039 --> 00:10:24,419
Please-- Please,
you don't understand.
235
00:10:24,419 --> 00:10:26,210
Tell it to the police.
236
00:10:26,210 --> 00:10:27,830
[grunting]
237
00:10:27,830 --> 00:10:30,080
[grunts, yells]
238
00:10:30,080 --> 00:10:32,000
[pants, yells]
239
00:10:32,000 --> 00:10:35,120
Aah!
240
00:10:35,120 --> 00:10:37,879
He's down, for now.
241
00:10:41,039 --> 00:10:42,830
Let's get outta here.
242
00:10:45,000 --> 00:10:47,580
[groans]
I had them!
243
00:10:47,580 --> 00:10:52,080
But I was too busy gloating
like a below-average
super-villain!
244
00:10:52,080 --> 00:10:54,460
[yells, pants]
245
00:10:56,289 --> 00:10:59,080
Finally showing
the kind of aggression
this city needs,
246
00:10:59,080 --> 00:11:02,250
Spider-Man takes down
two no-account
super-powered hoodlums.
247
00:11:02,250 --> 00:11:04,919
Aaahh!
248
00:11:02,250 --> 00:11:04,919
Although the criminals
played dirty and got away,
249
00:11:04,919 --> 00:11:09,669
I have no doubt
this Superior Spider-Man will
track them down in no time.
250
00:11:09,669 --> 00:11:11,919
How's this heroic?
251
00:11:11,919 --> 00:11:13,919
Spidey's just way harsh.
252
00:11:13,919 --> 00:11:16,789
And what happened
to his fun red-and-blue costume?
253
00:11:16,789 --> 00:11:19,169
If you're bothered
by his successful tactics,
254
00:11:19,169 --> 00:11:22,379
perhaps you should start
a Spider-Man suggestion box.
255
00:11:22,379 --> 00:11:24,879
Hey, that's actually
a pretty good idea.
256
00:11:24,879 --> 00:11:26,330
[chuckles]
Thanks, Pete.
257
00:11:26,330 --> 00:11:29,039
It was a jo--
Mm. Hm.
258
00:11:31,379 --> 00:11:32,710
Hmm?
259
00:11:35,580 --> 00:11:38,250
Private Midtown High files?
260
00:11:38,250 --> 00:11:41,120
Ha! As if that could
keep me out.
261
00:11:41,120 --> 00:11:43,580
Tandy Bowen
and Tyrone Johnson--
262
00:11:43,580 --> 00:11:47,500
both new students here,
but with no
previous school listed.
263
00:11:47,500 --> 00:11:50,669
Yet I have ways of accessing
secret information.
264
00:11:50,669 --> 00:11:54,120
Let us learn a bit more
about where you two came from.
265
00:11:50,669 --> 00:11:54,120
[keyboard clacking]
266
00:11:54,120 --> 00:11:57,750
Alchemax? Very interesting!
267
00:11:57,750 --> 00:12:00,379
Sorry, Tiberius Stone,
but you will not be able
268
00:12:00,379 --> 00:12:03,669
to keep me from breaking
into your system either.
269
00:12:03,669 --> 00:12:05,669
[Anna Maria]
Oh, so here you are.
270
00:12:03,669 --> 00:12:05,669
Huh? Oh.
271
00:12:05,669 --> 00:12:08,039
Is it wrong I was hoping
you were sick?
272
00:12:08,039 --> 00:12:10,210
Why would you hope
for my illness?
273
00:12:10,210 --> 00:12:12,379
Do you have a better excuse
for not meeting me
274
00:12:12,379 --> 00:12:14,879
to help with
the sponsorship presentation?
275
00:12:14,879 --> 00:12:18,330
Oh, I--
Yesterday was-- I--
276
00:12:18,330 --> 00:12:21,830
I am sorry. Sincerely.
277
00:12:21,830 --> 00:12:23,960
"Sorry" is not going to help
278
00:12:23,960 --> 00:12:26,379
Midtown students
achieve greatness.
279
00:12:26,379 --> 00:12:30,039
I thought you might be
excited to help out.
280
00:12:30,039 --> 00:12:31,830
I'm not used
to being wrong.
281
00:12:31,830 --> 00:12:35,039
It's... disappointing.
282
00:12:36,000 --> 00:12:38,539
Anna Maria, please!
283
00:12:38,539 --> 00:12:40,539
I have had setbacks
as of late.
284
00:12:40,539 --> 00:12:42,330
Things I am adjusting to.
285
00:12:42,330 --> 00:12:44,789
But meeting you,
learning of your mission--
286
00:12:44,789 --> 00:12:47,330
I understand what it is like
to be the underdog.
287
00:12:47,330 --> 00:12:49,710
And despite
my forgetful actions yesterday,
288
00:12:49,710 --> 00:12:52,789
I am 100% committed
to helping you.
289
00:12:52,789 --> 00:12:54,830
Don't help me,
help Midtown.
290
00:12:54,830 --> 00:12:57,620
Tiberius Stone
is arriving later today.
291
00:12:57,620 --> 00:13:00,830
If we win him over,
the sponsorship should be ours.
292
00:13:00,830 --> 00:13:03,039
I made a mistake
trusting you before.
293
00:13:03,039 --> 00:13:05,960
I don't make
the same mistake twice.
294
00:13:05,960 --> 00:13:08,330
Hmph. Neither do I.
295
00:13:09,750 --> 00:13:11,830
This should be everything,
right?
296
00:13:09,750 --> 00:13:11,830
Yeah.
297
00:13:11,830 --> 00:13:13,919
Soon we'll get our chance.
298
00:13:13,919 --> 00:13:17,120
You think we'll really have
the guts to go through with it?
299
00:13:17,120 --> 00:13:19,120
We don't have a choice.
300
00:13:21,120 --> 00:13:23,039
Security bots?
301
00:13:23,039 --> 00:13:24,539
Interesting.
302
00:13:24,539 --> 00:13:27,080
Tiberius Stone
is paranoid.
303
00:13:27,080 --> 00:13:29,789
Doesn't leave the office
without them.
304
00:13:29,789 --> 00:13:32,830
Ah, you must be
Anna Maria.
305
00:13:32,830 --> 00:13:36,750
What a quaint... institution
you have here.
306
00:13:36,750 --> 00:13:39,289
Pleased to meet you,
Mr. Stone.
307
00:13:39,289 --> 00:13:40,710
Huh?
308
00:13:40,710 --> 00:13:43,539
Personal force field technology
we've developed.
309
00:13:43,539 --> 00:13:46,250
Someone of my stature
can never be too careful.
310
00:13:46,250 --> 00:13:48,500
You understand.
311
00:13:48,500 --> 00:13:51,169
The arrogance!
312
00:13:51,169 --> 00:13:54,460
[Anna Maria]
So, this is where our
presentation will take place.
313
00:13:54,460 --> 00:13:57,539
Hope this facility
is up to Alchemax standards.
314
00:13:57,539 --> 00:14:00,620
Time's a-wastin'.
I'm ready for your presentation
right now.
315
00:14:00,620 --> 00:14:02,830
Dazzle me.
316
00:14:00,620 --> 00:14:02,830
[Cloak]
Don't worry, Stone.
317
00:14:02,830 --> 00:14:04,789
We will.
318
00:14:02,830 --> 00:14:04,789
[yells]
319
00:14:07,539 --> 00:14:08,539
[grunts]
320
00:14:10,039 --> 00:14:13,789
Peter? Where--
He just left?
321
00:14:13,789 --> 00:14:15,710
[grunts]
322
00:14:15,710 --> 00:14:18,710
And who are you two
fascinating specimens?
323
00:14:18,710 --> 00:14:20,620
You don't remember us?
324
00:14:20,620 --> 00:14:23,960
[Dagger]
Subjects 338 and 339?
325
00:14:25,169 --> 00:14:27,710
The experiments
you subjected us to?
326
00:14:27,710 --> 00:14:30,919
I can't keep track
of all the work I've done.
327
00:14:30,919 --> 00:14:34,210
In fact,
seeing you two in action,
you should thank me.
328
00:14:34,210 --> 00:14:37,539
I wasn't sure if I'd be able
to follow through today.
329
00:14:37,539 --> 00:14:39,539
Thank you for making this
much easier.
330
00:14:39,539 --> 00:14:42,330
[laughs]
I doubt very much
331
00:14:42,330 --> 00:14:44,419
there will be
anything easy about it.
332
00:14:44,419 --> 00:14:45,419
[beeps]
333
00:14:46,580 --> 00:14:47,580
Huh?
334
00:14:47,580 --> 00:14:49,620
No protective force field?
335
00:14:49,620 --> 00:14:51,169
Not so tough now,
are you?
336
00:14:51,169 --> 00:14:53,169
[whimpers]
337
00:14:53,169 --> 00:14:54,580
[yells]
338
00:14:54,580 --> 00:14:58,210
Midtown will not be the backdrop
to your petty revenge!
339
00:14:58,210 --> 00:15:01,419
"Petty"?
Stone ruined our lives!
340
00:15:01,419 --> 00:15:03,620
No doubt.
I discovered everything
341
00:15:03,620 --> 00:15:06,080
Alchemax secretly did
to you in their labs.
342
00:15:06,080 --> 00:15:10,500
Experimenting on innocents
for corporate gain? Pathetic!
343
00:15:10,500 --> 00:15:12,419
Spider-Man, you have no--
[muffled grunt]
344
00:15:12,419 --> 00:15:15,120
Once I deduced revenge
was your motive,
345
00:15:15,120 --> 00:15:18,330
I waited for this moment
to take you all down at once.
346
00:15:18,330 --> 00:15:21,539
There are no shades of gray
when it comes
to right and wrong.
347
00:15:21,539 --> 00:15:25,039
You are all criminals
who need to be brought
to justice!
348
00:15:25,039 --> 00:15:26,120
[grunts]
349
00:15:26,120 --> 00:15:27,500
[grunts]
350
00:15:27,500 --> 00:15:28,620
[grunts]
351
00:15:28,620 --> 00:15:30,419
[yells, groans]
352
00:15:30,419 --> 00:15:34,580
Our lives were stolen
from us by Stone,
and you won't do the same!
353
00:15:34,580 --> 00:15:36,879
[whistles]
Hey, star-bright!
354
00:15:36,879 --> 00:15:38,710
[grunts]
355
00:15:36,879 --> 00:15:38,710
[yells]
356
00:15:38,710 --> 00:15:40,620
[yells]
357
00:15:41,419 --> 00:15:42,620
[yelling]
358
00:15:42,620 --> 00:15:44,500
Get to safety!
359
00:15:42,620 --> 00:15:44,500
[grunts]
360
00:15:44,500 --> 00:15:45,669
[yells]
361
00:15:45,669 --> 00:15:48,080
This is too dangerous!
362
00:15:48,080 --> 00:15:50,080
We're pulling
our application, Stone.
363
00:15:50,080 --> 00:15:53,460
Midtown has no interest
in a sponsorship from Alchemax.
364
00:15:53,460 --> 00:15:56,080
[grunting]
365
00:15:58,419 --> 00:15:59,620
[grunts, groans]
366
00:16:02,750 --> 00:16:04,750
[grunting]
367
00:16:06,750 --> 00:16:08,289
[yells]
368
00:16:06,750 --> 00:16:08,289
[grunts]
369
00:16:08,289 --> 00:16:09,539
[groans]
370
00:16:09,539 --> 00:16:11,419
[grunts]
371
00:16:12,419 --> 00:16:14,789
[grunting]
372
00:16:17,419 --> 00:16:19,330
[yells]
373
00:16:21,500 --> 00:16:23,500
[yells]
374
00:16:24,789 --> 00:16:26,879
[groaning]
375
00:16:28,539 --> 00:16:31,000
[yells]
376
00:16:28,539 --> 00:16:31,000
[Stone]
It's a shame, Spider-Man.
377
00:16:31,000 --> 00:16:34,419
I always thought if we'd met,
we'd be allies.
378
00:16:34,419 --> 00:16:35,620
I guess not.
379
00:16:38,379 --> 00:16:41,210
[grunts]
380
00:16:38,379 --> 00:16:41,210
[Stone]
Don't think I'm not impressed
381
00:16:41,210 --> 00:16:44,000
you managed to learn some of
Alchemax's biggest secrets.
382
00:16:41,210 --> 00:16:44,000
[straining]
383
00:16:44,000 --> 00:16:48,080
But, unfortunately,
that's only more reason
to destroy you!
384
00:16:48,080 --> 00:16:52,539
Your tech is brilliant,
and yet you use it
for the most selfish endeavors.
385
00:16:52,539 --> 00:16:55,330
You are not truly
a man of science.
386
00:16:55,330 --> 00:16:58,250
Who are you to lecture me
about science?
[grunts]
387
00:16:58,250 --> 00:16:59,919
Aah!
[grunts]
388
00:16:59,919 --> 00:17:02,039
[groans]
389
00:17:04,039 --> 00:17:06,670
[groaning]
390
00:17:04,039 --> 00:17:06,670
It's almost poetic,
391
00:17:06,670 --> 00:17:09,210
squishing
Spider-Man underfoot,
392
00:17:09,210 --> 00:17:11,460
just like a bug.
393
00:17:09,210 --> 00:17:11,460
[groaning intensifies]
394
00:17:11,460 --> 00:17:14,039
[laughing]
395
00:17:14,039 --> 00:17:16,500
Huh?
[yells]
396
00:17:16,500 --> 00:17:18,500
This is what gloating
gets you.
397
00:17:18,500 --> 00:17:21,079
Trust me,
it has been a long lesson...
398
00:17:21,079 --> 00:17:22,420
[grunts]
399
00:17:22,420 --> 00:17:24,079
[groans]
400
00:17:24,079 --> 00:17:26,289
...but one worth remembering.
401
00:17:26,289 --> 00:17:31,579
[sighs]
Thank you, Anna Maria,
for shutting down his-- What?
402
00:17:31,579 --> 00:17:35,210
[Peter]
I shut it down, Ock,
and now I need my body back.
403
00:17:35,210 --> 00:17:38,539
Parker? You survived?
404
00:17:38,539 --> 00:17:41,619
I had access
to your memories, Otto.
405
00:17:41,619 --> 00:17:43,880
I know you're better
than this.
406
00:17:43,880 --> 00:17:48,500
There's good inside you,
but you've been twisted up,
broken.
407
00:17:48,500 --> 00:17:52,079
Let's fix all this.
Do the right thing.
408
00:17:52,079 --> 00:17:54,460
I am doing the right thing.
409
00:17:54,460 --> 00:17:58,460
Otto, I'm not gonna lie.
I'm running out of time.
410
00:17:58,460 --> 00:18:03,250
I need my body back before
the actions you've started
destroy me forever.
411
00:18:03,250 --> 00:18:04,880
I'm certain
if we work together,
412
00:18:04,880 --> 00:18:07,750
we can put your mind back
in your original body too.
413
00:18:07,750 --> 00:18:10,460
You do not get it, do you?
414
00:18:10,460 --> 00:18:14,579
My entire life,
I have always considered
my accomplishments great,
415
00:18:14,579 --> 00:18:16,289
worthy of people's admiration.
416
00:18:16,289 --> 00:18:20,920
But time and time again,
I was denied,
laughed at, bullied!
417
00:18:20,920 --> 00:18:24,579
I tried not to care.
I persevered.
418
00:18:24,579 --> 00:18:28,079
But even at Horizon,
it was still never enough!
419
00:18:28,079 --> 00:18:31,670
I am a better Peter Parker
than you could ever be!
420
00:18:31,670 --> 00:18:36,380
But more importantly,
I am a superior Spider-Man!
421
00:18:36,380 --> 00:18:40,750
My answer to your request
is a resounding "no"!
422
00:18:40,750 --> 00:18:44,079
[sighs]
I was hoping
to avoid fighting you.
423
00:18:44,079 --> 00:18:45,460
It was inevitable.
424
00:18:45,460 --> 00:18:49,579
We are enemies.
Always will be!
425
00:18:57,829 --> 00:18:59,750
[grunts]
This is fitting.
426
00:18:59,750 --> 00:19:02,500
[grunts]
If the only way I can prove
my superiority
427
00:19:02,500 --> 00:19:04,789
is through physical combat,
so--
[grunts]
428
00:19:04,789 --> 00:19:08,920
Hi, Ock. Knowing it's you
in there explains a lot.
429
00:19:04,789 --> 00:19:08,920
[panting]
430
00:19:08,920 --> 00:19:11,000
Morales! Good.
431
00:19:11,000 --> 00:19:13,000
I was never
quite done with you.
432
00:19:13,000 --> 00:19:15,920
Happy to settle everything
once and for all.
433
00:19:15,920 --> 00:19:18,210
[grunting]
434
00:19:19,500 --> 00:19:20,710
[yells]
435
00:19:20,710 --> 00:19:22,579
[grunts]
436
00:19:20,710 --> 00:19:22,579
[groans]
437
00:19:22,579 --> 00:19:23,579
[coughing]
438
00:19:23,579 --> 00:19:26,170
[grunting]
439
00:19:28,420 --> 00:19:30,250
[yells]
440
00:19:33,119 --> 00:19:34,619
[yells, grunts]
441
00:19:36,829 --> 00:19:38,619
[yells, groans]
442
00:19:40,789 --> 00:19:41,920
[grunts]
443
00:19:41,920 --> 00:19:43,750
[groans]
444
00:19:43,750 --> 00:19:46,289
[both grunting]
445
00:19:48,210 --> 00:19:50,250
[grunts]
446
00:19:48,210 --> 00:19:50,250
[yells]
447
00:19:50,250 --> 00:19:51,829
[grunts]
448
00:19:51,829 --> 00:19:53,829
[both grunting]
449
00:19:53,829 --> 00:19:55,710
[groans]
450
00:20:01,710 --> 00:20:04,170
Morales is down,
and you are next!
451
00:20:04,170 --> 00:20:07,000
Please, Otto.
You can end this.
452
00:20:07,000 --> 00:20:10,210
Prove everyone wrong.
Do the right thing!
453
00:20:10,210 --> 00:20:13,579
You're acting out of emotion,
not logic, Parker.
454
00:20:13,579 --> 00:20:16,789
The world does not need you.
It needs me!
455
00:20:16,789 --> 00:20:18,789
[grunts]
456
00:20:18,789 --> 00:20:19,960
[grunts]
457
00:20:21,750 --> 00:20:26,079
[grunting]
458
00:20:21,750 --> 00:20:26,079
But you know, deep inside,
you can never be me.
459
00:20:26,079 --> 00:20:28,750
You can never
truly be Spider-Man!
460
00:20:28,750 --> 00:20:30,460
Stop talking!
[grunts]
461
00:20:30,460 --> 00:20:33,170
You're not Peter Parker.
462
00:20:33,170 --> 00:20:34,960
You're Otto Octavius!
463
00:20:34,960 --> 00:20:38,250
Do the right thing.
You can be a good man!
464
00:20:38,250 --> 00:20:41,460
No. Just the superior one.
465
00:20:41,460 --> 00:20:43,829
I will take good care
of your life, Peter.
466
00:20:41,460 --> 00:20:43,829
[kick blow lands]
467
00:20:43,829 --> 00:20:46,539
Rest easy.
Your legacy lives on.
468
00:20:46,539 --> 00:20:50,750
Please... don't...
do this.
469
00:20:46,539 --> 00:20:50,750
[static]
470
00:20:50,750 --> 00:20:53,579
Good-bye.
471
00:20:50,750 --> 00:20:53,579
[Miles]
Not yet!
472
00:20:53,579 --> 00:20:55,119
[grunting]
473
00:20:57,000 --> 00:20:59,539
[yelling]
474
00:20:59,539 --> 00:21:00,670
[groans]
475
00:21:00,670 --> 00:21:03,000
Come on, Pete.
476
00:21:04,619 --> 00:21:06,789
[groans, grunts]
477
00:21:06,789 --> 00:21:08,960
They retreated?
478
00:21:08,960 --> 00:21:10,460
Do you see?
479
00:21:10,460 --> 00:21:13,039
No one can beat me.
480
00:21:13,039 --> 00:21:17,119
No one can beat
the Superior Spider-Man!
481
00:21:17,119 --> 00:21:18,920
Oh, come on, Pete.
482
00:21:18,920 --> 00:21:21,789
Please tell me
your consciousness
is still alive in there!
483
00:21:21,789 --> 00:21:23,670
Yes! Don't worry.
484
00:21:23,670 --> 00:21:26,420
I can fix this.
I-I can fix this.
485
00:21:26,420 --> 00:21:29,250
I can fix this.
I can fix this.