"Hey, Miles, how's your day going?"
"Oh, not bad. Just your typical Tuesday.
"Modifying Doc Ock's old mechanical arms
to help my friend, Peter Parker, whose mind is trapped inside said arms."
I live a really weird life.
[beeps]
Oh, right. Speakers.
Miles! You're a genius!
[feedback]
[groans] Okay. I think that's all the bugs.
Not all the bugs. We still got a spider to catch.
You, my friend, have a lot of explaining to do.
You might wanna sit down for this. Seriously.
I'm about to find out how your mind ended up inside Doc Ock's arms.
I'm a little too excited to sit.
Doc Ock transferred my consciousness out of my body
and didn't realize it would end up in the hard drive of the Neuro-Cortex,
which led me to Horizon's mainframe, which led me here.
So, if your mind is in the arms,
then whose mind is in your body?
Hmm...
[groans]
Told you you should sit down.
Ock's mind in your body explains everything.
What do you mean?
Well, you--
I mean, Ock, as you,
hasn't exactly been the charming Peter Parker,
or Spider-Man, the world is used to.
I will crush you into oblivion, villains!
[grunts]
Please, Spider-Man, we don't want to fight you.
[both grunting]
You should have thought about that before stealing electromagnetic technology, foe!
Sorry to have to do this. [grunts]
[yells]
Whoever you two are, you are certainly not prepared
to battle the likes of me.
Let's go!
What? Teleportation?
[yelling]
[train horn blaring]
[grunts]
It appears I have made some miscalculations!
[horn blaring]
[grunts]
[yells]
[grunts]
Hmm? The teleportation-- it's draining his energy.
This-- This is as far as I could get.
Spider-Man's trapped, which should give us enough time
for a recharge.
Better?
That's probably not good.
Understatement of the night.
Stay away from us, Spider-Man!
[grunts]
Well, that was embarrassing,
losing to rank amateurs.
At least I managed to obtain footage.
Perhaps I can find their weaknesses.
Hmm? Subjects: Cloak and Dagger.
Dangerous. Potentially lethal.
However, they appear new.
Perhaps recently obtained abilities?
Dagger's energy utilizes light waves,
and Cloak appears to use negative void space
for teleportation.
Hm. That is a power set I have no contingency for.
I will have to devise something.
I wonder if a chemical light reaction would neutralize him.
Pete? Why are you still home?
Because... I live here?
Funny. School is about to start.
I told you, I am through with Horizon,
an institution squeezing its students for money is no school worthy of--
I know. You told me all your reasons for not wanting to go there anymore,
but you can't just skip school.
I enrolled you back in public school yesterday.
Wait. You cannot be serious.
Are you talking about...
[bell ringing]
[thinking] Midtown High.
How does anyone expect to learn surrounded by such rampant buffoonery?
Then again, perhaps I'm viewing this from the wrong perspective.
The one thing I regret in all of this is that Parker has no PhD.
I can rectify that. The new me can easily skip grades,
become valedictorian, get into any college, earn my doctorates.
How bad could this really be?
[grunting]
Parker! We're locker buddies!
How cool is that?
[grunts] Cool as the avian flu.
Now put me down, Thompson!
[laughing] You're such a nerd. How's it been, buddy?
[groans] I went to a school for geniuses.
Now I am here. Can you do the math?
Oh, of course not.
Since when could Flash Thompson ever do math?
Did Puny Parker just burn me?
Ohh! Little guy's growing up.
Hmm? Chemistry.
Perhaps here they will have components I could utilize
to find Cloak's weakness.
[girl clears throat]
Oh! Hello. I-- I-I did not--
See me? Go ahead.
Say it. I dare you.
No, I just did not know anyone was--
Are you the chemistry professor?
Teaching assistant. And you're a new face.
Guessing you're the Horizon flunky, Peter Parker.
"Flunky"? I will have you--
Cool it, genius. It was a compliment. Horizon's overrated.
Yes. Well, on that, we can most certainly agree.
Anna Maria Marconi. And not that I believe in fate,
but I was looking forward to talking to you, Peter,
and you stumbled right into my class.
Would you mind taking a walk with me?
Growing up, I was teased, for obvious reasons.
Children can be...
Cruel. Yes.
I'm quite familiar with bullying.
So my parents tried to pull me from school
and send me to a private academy.
A place where they thought I had a better chance of flourishing.
A wise conclusion.
No. You're missing my point.
I refused. If I went to a place where everyone was like me,
then how could I change things?
Uh, well, that is... noble.
Midtown has a real chance to become a competitor
with schools like Horizon High.
All it needs is proper funding.
And that's where you come in.
How? I am not exactly an Osborn.
I have no access to funding.
I don't need your money. I need your time.
Help me with my sponsorship proposal to Alchemax.
An ex-Horizon student like you could go a long way
in legitimizing everything I'm trying to do here.
Alchemax?
A top science firm.
Its CEO, Tiberius Stone--
What?
...is offering public school sponsorships.
Could that be Cloak and Dagger?
Sponsorships that could really turn this place around--
Students at Midtown High?
I must investigate.
...if we can impress him.
Hello! Are you in?
I'm finalizing my pitch presentation tonight after school.
I really could use your help.
Yes. You can count on me.
[running footfalls]
Okay, so, how many times have you transferred your consciousness
into different machines?
From my body to the Neuro-Cortex,
to Horizon's servers, to Ock's arms.
So, uh, three times? Why?
You know a photocopy of a photocopy? How it gets worse and worse?
That's your consciousness now.
So, any more machine-to-machine mind transfers,
then, most likely, poof!
Bye-bye, Peter Parker.
Problem is, even if we can get to Ock,
how are we gonna switch your mind back into your body?
How did he switch your mind out in the first place?
He had this sort of lens thing connected to the Neuro-Cortex.
I'd never seen it before.
Wait. A lens thing?
[drawer opens]
Like this?
Where did you get that?
Max gave it to me. Said it was attached to the Neuro-Cortex.
I think you and I might be in business.
If I can get to Ock, I'm sure I can convince him to switch our bodies back.
I know so much more about him now.
He and I are not that different.
I know there's a good person inside him.
You really think Ock's gonna listen to reason?
He's not gonna give up without a fight.
And if it comes to that, I'm not in the most
stable situation to take him on, am I?
Luckily, I might have a solution for that.
I'm pretty sure I can hook Ock's arms up to it
without another mind transfer.
Now, let's get your body back.
Cloak and Dagger must have slipped out of school.
And I'm getting no signs of their energy readings.
[beeping]
There they are!
I knew my equipment would not fail.
Robbing another high-tech research facility?
[beeps]
To what end?
Even with Cloak's teleportation powers, they cannot escape me.
What? My data says they are here.
Could my readings be faulty?
[Dagger] We saw you following us, Spider-Man.
We really didn't want to have to do this.
But we can't let you get in the way of our plans.
[grunting]
[grunts]
You are coming with me, criminals.
[yells]
I will admit, our last battle caught me slightly off-guard.
Previous mistakes are only opportunities for improvement.
[grunting]
And I never make the same mistake twice!
[grunting]
[grunts]
[panting] Dagger!
Dagger, no. No.
[groaning]
Come on.
Is it clear now that crime does not pay?
You-- You monster! [yells]
[grunts]
[yells]
[groans, yells]
[grunting] Put me down, brute!
[groaning]
What-- What did you do to me? [cries out]
[grunts]
[cries out]
Created a light blast from a chemical compound
I theorized would cause a chain reaction overload in your cape's negative void.
Pure, simple hypothesis
tested to a positive conclusion.
Please-- Please, you don't understand.
Tell it to the police.
[grunting]
[grunts, yells]
[pants, yells]
Aah!
He's down, for now.
Let's get outta here.
[groans] I had them!
But I was too busy gloating like a below-average super-villain!
[yells, pants]
Finally showing the kind of aggression this city needs,
Spider-Man takes down two no-account super-powered hoodlums.
Aaahh!
Although the criminals played dirty and got away,
I have no doubt this Superior Spider-Man will track them down in no time.
How's this heroic?
Spidey's just way harsh.
And what happened to his fun red-and-blue costume?
If you're bothered by his successful tactics,
perhaps you should start a Spider-Man suggestion box.
Hey, that's actually a pretty good idea.
[chuckles] Thanks, Pete.
It was a jo-- Mm. Hm.
Hmm?
Private Midtown High files?
Ha! As if that could keep me out.
Tandy Bowen and Tyrone Johnson--
both new students here, but with no previous school listed.
Yet I have ways of accessing secret information.
Let us learn a bit more about where you two came from.
[keyboard clacking]
Alchemax? Very interesting!
Sorry, Tiberius Stone, but you will not be able
to keep me from breaking into your system either.
[Anna Maria] Oh, so here you are.
Huh? Oh.
Is it wrong I was hoping you were sick?
Why would you hope for my illness?
Do you have a better excuse for not meeting me
to help with the sponsorship presentation?
Oh, I-- Yesterday was-- I--
I am sorry. Sincerely.
"Sorry" is not going to help
Midtown students achieve greatness.
I thought you might be excited to help out.
I'm not used to being wrong.
It's... disappointing.
Anna Maria, please!
I have had setbacks as of late.
Things I am adjusting to.
But meeting you, learning of your mission--
I understand what it is like to be the underdog.
And despite my forgetful actions yesterday,
I am 100% committed to helping you.
Don't help me, help Midtown.
Tiberius Stone is arriving later today.
If we win him over, the sponsorship should be ours.
I made a mistake trusting you before.
I don't make the same mistake twice.
Hmph. Neither do I.
This should be everything, right?
Yeah.
Soon we'll get our chance.
You think we'll really have the guts to go through with it?
We don't have a choice.
Security bots?
Interesting.
Tiberius Stone is paranoid.
Doesn't leave the office without them.
Ah, you must be Anna Maria.
What a quaint... institution you have here.
Pleased to meet you, Mr. Stone.
Huh?
Personal force field technology we've developed.
Someone of my stature can never be too careful.
You understand.
The arrogance!
[Anna Maria] So, this is where our presentation will take place.
Hope this facility is up to Alchemax standards.
Time's a-wastin'. I'm ready for your presentation right now.
Dazzle me.
[Cloak] Don't worry, Stone.
We will.
[yells]
[grunts]
Peter? Where-- He just left?
[grunts]
And who are you two fascinating specimens?
You don't remember us?
[Dagger] Subjects 338 and 339?
The experiments you subjected us to?
I can't keep track of all the work I've done.
In fact, seeing you two in action, you should thank me.
I wasn't sure if I'd be able to follow through today.
Thank you for making this much easier.
[laughs] I doubt very much
there will be anything easy about it.
[beeps]
Huh?
No protective force field?
Not so tough now, are you?
[whimpers]
[yells]
Midtown will not be the backdrop to your petty revenge!
"Petty"? Stone ruined our lives!
No doubt. I discovered everything
Alchemax secretly did to you in their labs.
Experimenting on innocents for corporate gain? Pathetic!
Spider-Man, you have no-- [muffled grunt]
Once I deduced revenge was your motive,
I waited for this moment to take you all down at once.
There are no shades of gray when it comes to right and wrong.
You are all criminals who need to be brought to justice!
[grunts]
[yells, groans]
Our lives were stolen from us by Stone, and you won't do the same!
[whistles] Hey, star-bright!
[grunts]
[yells]
[yelling]
Get to safety!
[grunts]
[yells]
This is too dangerous!
We're pulling our application, Stone.
Midtown has no interest in a sponsorship from Alchemax.
[grunting]
[grunts, groans]
[grunting]
[yells]
[grunts]
[groans]
[grunts]
[grunting]
[yells]
[groaning]
[yells]
[Stone] It's a shame, Spider-Man.
I always thought if we'd met, we'd be allies.
I guess not.
[grunts]
[Stone] Don't think I'm not impressed
you managed to learn some of Alchemax's biggest secrets.
[straining]
But, unfortunately, that's only more reason to destroy you!
Your tech is brilliant, and yet you use it for the most selfish endeavors.
You are not truly a man of science.
Who are you to lecture me about science? [grunts]
Aah! [grunts]
[groans]
[groaning]
It's almost poetic,
squishing Spider-Man underfoot,
just like a bug.
[groaning intensifies]
[laughing]
Huh? [yells]
This is what gloating gets you.
Trust me, it has been a long lesson...
[grunts]
[groans]
...but one worth remembering.
[sighs] Thank you, Anna Maria, for shutting down his-- What?
[Peter] I shut it down, Ock, and now I need my body back.
Parker? You survived?
I had access to your memories, Otto.
I know you're better than this.
There's good inside you, but you've been twisted up, broken.
Let's fix all this. Do the right thing.
I am doing the right thing.
Otto, I'm not gonna lie. I'm running out of time.
I need my body back before the actions you've started destroy me forever.
I'm certain if we work together,
we can put your mind back in your original body too.
You do not get it, do you?
My entire life, I have always considered my accomplishments great,
worthy of people's admiration.
But time and time again, I was denied, laughed at, bullied!
I tried not to care. I persevered.
But even at Horizon, it was still never enough!
I am a better Peter Parker than you could ever be!
But more importantly, I am a superior Spider-Man!
My answer to your request is a resounding "no"!
[sighs] I was hoping to avoid fighting you.
It was inevitable.
We are enemies. Always will be!
[grunts] This is fitting.
[grunts] If the only way I can prove my superiority
is through physical combat, so-- [grunts]
Hi, Ock. Knowing it's you in there explains a lot.
[panting]
Morales! Good.
I was never quite done with you.
Happy to settle everything once and for all.
[grunting]
[yells]
[grunts]
[groans]
[coughing]
[grunting]
[yells]
[yells, grunts]
[yells, groans]
[grunts]
[groans]
[both grunting]
[grunts]
[yells]
[grunts]
[both grunting]
[groans]
Morales is down, and you are next!
Please, Otto. You can end this.
Prove everyone wrong. Do the right thing!
You're acting out of emotion, not logic, Parker.
The world does not need you. It needs me!
[grunts]
[grunting]
But you know, deep inside, you can never be me.
You can never truly be Spider-Man!
Stop talking! [grunts]
You're not Peter Parker.
You're Otto Octavius!
Do the right thing. You can be a good man!
No. Just the superior one.
I will take good care of your life, Peter.
[kick blow lands]
Rest easy. Your legacy lives on.
Please... don't... do this.
[static]
Good-bye.
[Miles] Not yet!
[grunting]
[yelling]
[groans]
Come on, Pete.
[groans, grunts]
They retreated?
Do you see?
No one can beat me.
No one can beat the Superior Spider-Man!
Oh, come on, Pete.
Please tell me your consciousness is still alive in there!
Yes! Don't worry.
I can fix this. I-I can fix this.
I can fix this. I can fix this.