1
00:00:00,210 --> 00:00:02,040
[grunting]
2
00:00:00,210 --> 00:00:02,040
[Peter]
You're not Peter Parker!
3
00:00:02,040 --> 00:00:03,830
You're Otto Octavius!
4
00:00:03,830 --> 00:00:06,710
Do the right thing.
You can be a good man!
5
00:00:06,710 --> 00:00:08,619
Stop talking!
[grunts]
6
00:00:08,619 --> 00:00:12,619
But you know, deep inside,
you can never be me.
7
00:00:12,619 --> 00:00:15,169
You can never
truly be Spider-Man!
8
00:00:15,169 --> 00:00:17,879
No. Just the superior one.
9
00:00:17,879 --> 00:00:23,170
Please... don't--
Please... don't do this.
[static]
10
00:00:23,170 --> 00:00:25,750
Good-bye.
11
00:00:25,750 --> 00:00:29,210
[both grunting]
12
00:00:29,210 --> 00:00:31,750
Not yet!
13
00:00:29,210 --> 00:00:31,750
[screaming]
14
00:00:31,750 --> 00:00:35,119
[groans]
15
00:00:35,119 --> 00:00:38,119
Don't worry.
I can fix this.
16
00:00:38,119 --> 00:00:40,750
I can fix this.
I can fix this.
17
00:00:40,750 --> 00:00:43,039
That did...
[static]
18
00:00:43,039 --> 00:00:44,750
not go how I hoped it would.
19
00:00:44,750 --> 00:00:46,329
Pete!
20
00:00:46,329 --> 00:00:49,880
I didn't think I would ever
hear your voice again!
21
00:00:49,880 --> 00:00:53,170
What?! You just said
you could [static]
fix this.
22
00:00:53,170 --> 00:00:55,960
Well, I hope I can.
'Cause if we can't get
23
00:00:55,960 --> 00:00:58,619
Ock's mind out of your body
and you back into it soon--
24
00:00:58,619 --> 00:01:03,789
Then, like a corrupted file,
my consciousness could
be lost forever.
25
00:01:03,789 --> 00:01:07,040
We have to hurry.
Let's go.
26
00:01:09,210 --> 00:01:11,579
[web shooter deploys]
27
00:01:12,829 --> 00:01:15,379
[monitor beeping]
28
00:01:15,379 --> 00:01:18,170
[growling]
29
00:01:20,620 --> 00:01:25,039
The spider is near!
30
00:01:27,170 --> 00:01:30,120
[grunts]
The spider!
31
00:01:30,120 --> 00:01:31,539
[grunts]
32
00:01:30,120 --> 00:01:31,539
[alarm beeping]
33
00:01:31,539 --> 00:01:35,079
The spider!
34
00:01:35,079 --> 00:01:38,920
[grunts]
The spider...
35
00:01:35,079 --> 00:01:38,920
[beeping intensifies]
36
00:01:38,920 --> 00:01:42,039
will be destroyed
37
00:01:42,039 --> 00:01:43,039
by Venom!
38
00:01:56,829 --> 00:01:59,539
So, what are my [static]
chances, Doc?
39
00:01:59,539 --> 00:02:01,420
Uh, they'd be a lot better
40
00:02:01,420 --> 00:02:04,079
if we could get your mind
out of those damaged Ock arms
41
00:02:04,079 --> 00:02:06,079
and back into Horizon's
stable mainframe.
42
00:02:06,079 --> 00:02:10,919
But every time we transfer you,
you degrade more and more,
like a copy of a copy.
43
00:02:10,919 --> 00:02:13,080
Another transfer
could erase you entirely!
44
00:02:13,080 --> 00:02:15,919
[static]
We're both science nerds.
45
00:02:15,919 --> 00:02:18,579
[static]
I'm sure we can
come up with a plan.
46
00:02:21,120 --> 00:02:24,079
[Otto Octavius, thinking]
It was foolish and shortsighted
of Peter Parker
47
00:02:24,079 --> 00:02:25,789
to ask me for this body back.
48
00:02:25,789 --> 00:02:28,500
If he was capable
of any logic whatsoever,
49
00:02:28,500 --> 00:02:31,379
Parker would recognize
that my accomplishments
50
00:02:31,379 --> 00:02:34,039
are vastly superior to his own.
51
00:02:34,039 --> 00:02:36,079
Yes, that is it.
He was acting
52
00:02:36,079 --> 00:02:38,829
only out of emotion
rather than reason.
53
00:02:38,829 --> 00:02:42,039
I have no patience
for anyone so selfish
and egocentric
54
00:02:42,039 --> 00:02:45,079
that they're incapable
of seeing what is right
in front of them.
55
00:02:45,079 --> 00:02:47,920
Parker! About time.
56
00:02:45,079 --> 00:02:47,920
[gasps]
57
00:02:47,920 --> 00:02:50,000
Heart rate increasing.
58
00:02:50,000 --> 00:02:52,710
What is this effect
Anna Maria has on me?
59
00:02:52,710 --> 00:02:55,920
I, um, was examining
the damage outside.
60
00:02:55,920 --> 00:03:00,379
It appears Spider-Man
showed a rather effective
display of power yesterday.
61
00:03:00,379 --> 00:03:03,169
That's one way to put it.
Here.
62
00:03:03,169 --> 00:03:05,919
We're all doing our part
to clean up from that fight.
63
00:03:05,919 --> 00:03:11,580
Hmm. Your lack of injuries
fills me with comfort.
64
00:03:11,580 --> 00:03:16,170
Are you trying to say
you're glad
I wasn't hurt yesterday?
65
00:03:16,170 --> 00:03:20,000
Yes.
[sheepish chuckle]
Was that not clear?
66
00:03:20,000 --> 00:03:23,539
And where did you go
when that fight started?
You just bolted.
67
00:03:23,539 --> 00:03:28,170
I was the one
who alerted Spider-Man
about the situation.
68
00:03:28,170 --> 00:03:30,670
I was concerned
for everyone's safety.
69
00:03:30,670 --> 00:03:32,670
Especially yours.
70
00:03:32,670 --> 00:03:34,789
Which is why I made
the proclamation
71
00:03:34,789 --> 00:03:37,170
about your well-being
moments ago.
72
00:03:37,170 --> 00:03:39,500
Stop talking, Octavius.
73
00:03:39,500 --> 00:03:41,789
Then you saved our lives.
74
00:03:41,789 --> 00:03:45,210
You're my hero,
Peter Parker.
75
00:03:45,210 --> 00:03:48,170
She recognizes my heroism.
76
00:03:49,460 --> 00:03:52,379
And why should she not?
As I was saying,
77
00:03:52,379 --> 00:03:56,000
it is clear to anyone
with an intellect
that I am superior--
78
00:03:56,000 --> 00:03:59,250
Cleanup time, tiny tutor!
79
00:03:56,000 --> 00:03:59,250
[yells, grunts]
80
00:03:59,250 --> 00:04:01,419
Hands off, Thompson!
81
00:04:01,419 --> 00:04:03,419
Uhh...
82
00:04:03,419 --> 00:04:05,250
[Flash]
Whoa. I'm just playing around.
83
00:04:05,250 --> 00:04:07,669
Excited you're back
at Midtown, buddy.
84
00:04:07,669 --> 00:04:10,669
But, hey,
have you been lifting,
little guy?
85
00:04:10,669 --> 00:04:14,539
I... apologize.
86
00:04:14,539 --> 00:04:18,379
While I find your masculine
bonding ceremonies barbaric,
87
00:04:18,379 --> 00:04:21,209
I nonetheless have come
to appreciate the sentiment
88
00:04:21,209 --> 00:04:23,170
they brutishly represent.
89
00:04:23,170 --> 00:04:25,540
Hmm?
90
00:04:23,170 --> 00:04:25,540
I mean...
[chuckles]
91
00:04:25,540 --> 00:04:28,170
it is all good, bro.
92
00:04:30,170 --> 00:04:32,209
Wow, Parker.
93
00:04:32,209 --> 00:04:35,000
First Spidey gets all aggro,
and now you?
94
00:04:35,000 --> 00:04:37,000
Maybe there's something
in the air around here.
95
00:04:37,000 --> 00:04:40,829
Well, if "aggro"
is slang talk for "aggressive,"
96
00:04:40,829 --> 00:04:43,040
how is Spider-Man
behaving as such?
97
00:04:43,040 --> 00:04:47,579
You've seen him on the news.
He's just mean these days.
Way too harsh.
98
00:04:47,579 --> 00:04:50,579
Well, if you were to check
the recent statistics,
99
00:04:50,579 --> 00:04:54,040
his effective rate
of suppressing crime is--
100
00:04:50,579 --> 00:04:54,040
Statistics?
101
00:04:54,040 --> 00:04:58,250
Bro, real life
isn't like math class.
People go with their feelings.
102
00:04:58,250 --> 00:05:01,040
And Spidey doesn't feel
like a hero to me anymore.
103
00:05:01,040 --> 00:05:02,959
Hmm.
104
00:05:04,079 --> 00:05:05,750
[Venom growls]
105
00:05:05,750 --> 00:05:08,920
Horizon close.
106
00:05:08,920 --> 00:05:12,040
I know you, Spider-Man.
107
00:05:12,040 --> 00:05:15,959
I know the places you go.
108
00:05:15,959 --> 00:05:19,540
And I'm coming for you.
[snarls]
109
00:05:19,540 --> 00:05:24,040
I'm trying to apply different
software recovery patches,
but nothing's loading.
110
00:05:24,040 --> 00:05:27,879
Wait. Wh-What about
the Neuro-Cortex base code?
111
00:05:27,879 --> 00:05:30,000
Could that act
as a degradation shield?
112
00:05:30,000 --> 00:05:31,750
Aw, Peter,
you're a genius!
113
00:05:31,750 --> 00:05:33,750
Well, I don't know
about that.
114
00:05:33,750 --> 00:05:36,079
But I am a Horizon High
student, after all.
115
00:05:36,079 --> 00:05:39,040
Oh. About that.
116
00:05:36,079 --> 00:05:39,040
[thunderous thud]
117
00:05:39,040 --> 00:05:41,209
[students screaming]
118
00:05:39,040 --> 00:05:41,209
Aw, what now?!
119
00:05:41,209 --> 00:05:43,620
Miles, mask on.
120
00:05:43,620 --> 00:05:45,290
People could be in danger.
121
00:05:45,290 --> 00:05:48,920
[clamoring]
122
00:05:45,290 --> 00:05:48,920
Spider-Man!
123
00:05:48,920 --> 00:05:52,829
Where is Spider-Man?
124
00:05:52,829 --> 00:05:55,120
Intruder! Intruder!
125
00:05:52,829 --> 00:05:55,120
[roars]
126
00:05:58,879 --> 00:06:01,209
Where is Spider-Man?
127
00:06:01,209 --> 00:06:04,170
Looking for Spider-Man?
[yells]
128
00:06:04,170 --> 00:06:06,170
You found one!
129
00:06:06,170 --> 00:06:07,750
[grunting]
130
00:06:07,750 --> 00:06:09,079
[grunts]
131
00:06:09,079 --> 00:06:13,209
You are not
the Spider-Man I want!
132
00:06:13,209 --> 00:06:16,540
Well, you're not my favorite
super-villain either!
133
00:06:16,540 --> 00:06:20,000
So I guess neither of us
is getting their first choice!
[grunts]
134
00:06:20,000 --> 00:06:23,920
[grunts]
What? There's no host in there?
135
00:06:23,920 --> 00:06:27,959
They experiment, I evolve.
136
00:06:27,959 --> 00:06:33,000
Nothing will stop me
from crushing Spider-Man!
[grunts]
137
00:06:35,540 --> 00:06:37,170
[grunts]
138
00:06:37,170 --> 00:06:39,540
And I thought Venom
was terrible with a host.
139
00:06:39,540 --> 00:06:41,620
[grunts]
140
00:06:41,620 --> 00:06:44,120
[groans]
141
00:06:45,329 --> 00:06:47,000
Huh? Hmm?
142
00:06:47,000 --> 00:06:49,040
This is an evacuation!
143
00:06:49,040 --> 00:06:51,120
Drop that stuff and go!
144
00:06:49,040 --> 00:06:51,120
[clatters]
145
00:06:51,120 --> 00:06:53,920
How am I supposed to learn
in this school?!
146
00:06:53,920 --> 00:06:56,170
[laughing]
147
00:06:56,170 --> 00:06:57,709
You!
148
00:06:57,709 --> 00:07:02,120
Max Modell,
you tested on me.
149
00:07:02,120 --> 00:07:04,000
Experimented.
150
00:07:04,000 --> 00:07:06,209
I didn't know
you were a life-form.
151
00:07:06,209 --> 00:07:09,579
Excuses, excuses.
152
00:07:09,579 --> 00:07:14,420
I will repay in kind.
Dissect you!
153
00:07:14,420 --> 00:07:16,170
I'm not afraid of you.
154
00:07:16,170 --> 00:07:19,209
Do what you want to me,
but leave my students alone.
155
00:07:19,209 --> 00:07:21,829
[roars]
Liar!
156
00:07:21,829 --> 00:07:26,040
You are afraid.
157
00:07:26,040 --> 00:07:28,620
But you're lucky.
158
00:07:28,620 --> 00:07:32,579
There's something
I want more.
159
00:07:32,579 --> 00:07:35,120
Where is the spider?
160
00:07:32,579 --> 00:07:35,120
[whimpering]
161
00:07:35,120 --> 00:07:36,920
[grunts]
I don't know!
162
00:07:36,920 --> 00:07:39,879
And I wouldn't tell you
if I did!
163
00:07:39,879 --> 00:07:42,040
No need to tell.
164
00:07:42,040 --> 00:07:45,209
There are other ways
of knowing.
165
00:07:45,209 --> 00:07:47,459
[Max yells]
166
00:07:47,459 --> 00:07:52,000
But your tuition payment is,
at this point,
unacceptably overdue.
167
00:07:52,000 --> 00:07:54,209
The point is, that Horizon
should be paying me
168
00:07:54,209 --> 00:07:57,579
for the prestige
my presence
brings to this place.
169
00:07:57,579 --> 00:08:02,920
Any school I attend
will be the superior school
for having me in it.
170
00:08:02,920 --> 00:08:05,079
I quit!
171
00:08:05,079 --> 00:08:08,120
[groaning]
172
00:08:09,379 --> 00:08:12,079
Tasty thoughts.
173
00:08:12,079 --> 00:08:15,329
I learned all I need to know.
174
00:08:15,329 --> 00:08:17,790
He's not here,
175
00:08:17,790 --> 00:08:21,500
but I know where he is.
176
00:08:21,500 --> 00:08:25,709
[Peter]
Why does the silence
worry me more than the noise?
177
00:08:25,709 --> 00:08:27,500
Miles! What happened?
178
00:08:27,500 --> 00:08:29,790
[groans]
Venom happened.
179
00:08:29,790 --> 00:08:33,120
But different.
He doesn't have a host.
180
00:08:33,120 --> 00:08:35,500
Venom? Without a host?
181
00:08:35,500 --> 00:08:38,669
I need to call for help.
Where's your phone?
182
00:08:39,710 --> 00:08:41,460
I need an am-ambulance
183
00:08:41,460 --> 00:08:43,000
to Horizon High.
184
00:08:43,000 --> 00:08:44,500
My friend is hurt.
185
00:08:44,500 --> 00:08:46,330
You need to ch-change
186
00:08:46,330 --> 00:08:48,580
[grunts]
187
00:08:46,330 --> 00:08:48,580
before your identity's blown.
188
00:08:51,120 --> 00:08:52,879
[Anna Maria]
Whoa, slugger.
189
00:08:52,879 --> 00:08:56,039
Are you sweeping
or whipping up a dust devil?
190
00:08:56,039 --> 00:08:59,580
My apologies.
I sweep as I do all things--
191
00:08:59,580 --> 00:09:01,879
with great intensity.
192
00:09:01,879 --> 00:09:04,419
[chuckles]
Yeah, I'm getting that.
193
00:09:04,419 --> 00:09:07,169
But sometimes
subtlety is better.
194
00:09:10,000 --> 00:09:11,669
Ta-da!
195
00:09:11,669 --> 00:09:13,539
Anna Maria,
196
00:09:13,539 --> 00:09:17,830
I'm not always good
at communicating with others,
197
00:09:17,830 --> 00:09:20,080
but I would like
to pay you a compliment.
198
00:09:20,080 --> 00:09:24,210
Okay. Just don't do it
with too much intensity.
199
00:09:24,210 --> 00:09:27,750
Even when logic
would dictate otherwise,
200
00:09:27,750 --> 00:09:30,960
I admire the way
you acknowledge no obstacles.
201
00:09:30,960 --> 00:09:33,120
A damaged auditorium
does not prevent you
202
00:09:33,120 --> 00:09:36,169
from pursuing your goal
of bettering Midtown High.
203
00:09:36,169 --> 00:09:38,250
Yeah, well, growing up,
204
00:09:38,250 --> 00:09:42,960
people always underestimated me
because of my size,
so I had a choice.
205
00:09:42,960 --> 00:09:47,210
I could accept those limitations
or I could overcome them.
206
00:09:47,210 --> 00:09:49,830
Is something wrong, Peter?
207
00:09:49,830 --> 00:09:53,669
I was also treated
as an outsider growing up,
208
00:09:53,669 --> 00:09:56,789
but I dealt with it...
differently.
209
00:09:56,789 --> 00:10:01,169
I reasoned it was safer
to just detach myself
from humanity,
210
00:10:01,169 --> 00:10:03,750
be above all others.
[chuckles]
211
00:10:03,750 --> 00:10:05,789
You reasoned that?
212
00:10:05,789 --> 00:10:08,210
But how did doing that
make you feel?
213
00:10:08,210 --> 00:10:11,879
I experienced
blessed isolation.
214
00:10:11,879 --> 00:10:15,039
Time to myself,
my thoughts...
215
00:10:15,039 --> 00:10:19,210
But also... I felt alone.
216
00:10:19,210 --> 00:10:22,460
I never really had friends.
217
00:10:22,460 --> 00:10:25,080
Well, you do now.
218
00:10:25,080 --> 00:10:29,210
[phone vibrating]
219
00:10:25,080 --> 00:10:29,210
Uh, pardon me, Anna Maria.
220
00:10:29,210 --> 00:10:32,620
Do not waste my time
further, Morales.
221
00:10:32,620 --> 00:10:36,169
[Peter]
It's not [static] Miles.
It's [static] Pete.
222
00:10:36,169 --> 00:10:37,250
Peter Parker?!
223
00:10:37,250 --> 00:10:39,250
Venom is loose.
224
00:10:39,250 --> 00:10:42,379
He's looking [static]
for Spider-Man.
225
00:10:42,379 --> 00:10:44,539
He hit Horizon.
226
00:10:44,539 --> 00:10:46,789
I'm b-betting he's headed
for Midtown now.
227
00:10:46,789 --> 00:10:51,250
Huh! That overhyped
alien ooze?
228
00:10:51,250 --> 00:10:54,379
I will clean up
another one of your messes.
229
00:10:54,379 --> 00:10:57,789
Think of it
as my parting gift to you.
230
00:10:57,789 --> 00:11:01,669
You don't [static]
understand how dangerous he is.
231
00:11:01,669 --> 00:11:04,169
You should evacuate
the s-school.
232
00:11:04,169 --> 00:11:06,169
He'll prey
on your weaknesses.
233
00:11:06,169 --> 00:11:07,539
[scoffs]
234
00:11:07,539 --> 00:11:10,289
I do not have any weaknesses.
235
00:11:10,289 --> 00:11:13,120
I will be waiting for him.
236
00:11:17,669 --> 00:11:19,250
[grunts]
237
00:11:19,250 --> 00:11:22,120
Where is Spider-Man?!
238
00:11:22,120 --> 00:11:24,539
[students clamoring]
239
00:11:24,539 --> 00:11:26,620
[grunts]
240
00:11:24,539 --> 00:11:26,620
[yells]
241
00:11:26,620 --> 00:11:28,710
I am here, monstrosity!
242
00:11:26,620 --> 00:11:28,710
[grunts]
243
00:11:28,710 --> 00:11:30,919
[grunts]
244
00:11:32,539 --> 00:11:35,830
Robots don't impress me.
245
00:11:37,960 --> 00:11:43,460
Do you believe my intentions
are to impress sentient ooze?
246
00:11:37,960 --> 00:11:43,460
[yells]
247
00:11:43,460 --> 00:11:45,460
[grunts]
248
00:11:45,460 --> 00:11:50,039
The day has finally come,
Spider.
249
00:11:50,039 --> 00:11:52,169
Venom will destroy you!
250
00:11:52,169 --> 00:11:55,919
Speaking in third person
to sound more intimidating?
251
00:11:55,919 --> 00:11:58,210
Ha! I invented that.
252
00:11:59,210 --> 00:12:02,580
[Venom grunting]
253
00:12:02,580 --> 00:12:03,789
Aah!
254
00:12:03,789 --> 00:12:05,039
[Anna Maria]
Good work, team.
255
00:12:05,039 --> 00:12:06,500
We cleaned up
in a single morning.
256
00:12:06,500 --> 00:12:09,330
This is proof that no one,
not even super-villains,
257
00:12:09,330 --> 00:12:11,289
can derail us from-- Huh?
258
00:12:09,330 --> 00:12:11,289
[crash]
259
00:12:11,289 --> 00:12:13,919
[grunts, yells]
260
00:12:13,919 --> 00:12:16,379
[grunts]
261
00:12:13,919 --> 00:12:16,379
Oh, come on!
262
00:12:16,379 --> 00:12:19,789
[yells]
263
00:12:16,379 --> 00:12:19,789
[grunts]
264
00:12:19,789 --> 00:12:22,210
Get these students
out of here! Aah!
265
00:12:22,210 --> 00:12:25,080
You heard the web-head. Go!
266
00:12:22,210 --> 00:12:25,080
[gasps]
267
00:12:25,080 --> 00:12:26,919
[whimpering]
268
00:12:26,919 --> 00:12:29,169
No. Not again.
269
00:12:29,169 --> 00:12:31,120
We gotta go, Thompson!
270
00:12:31,120 --> 00:12:33,580
[sniffing]
271
00:12:31,120 --> 00:12:33,580
[straining]
272
00:12:33,580 --> 00:12:35,289
Ahh.
273
00:12:35,289 --> 00:12:39,039
I'd know the smell
of that fear anywhere.
274
00:12:39,039 --> 00:12:42,039
Flash Thompson.
275
00:12:42,039 --> 00:12:45,000
You'll be next.
276
00:12:48,789 --> 00:12:50,330
[grunts]
277
00:12:57,710 --> 00:13:00,210
Ride the lightning, creep!
278
00:13:00,210 --> 00:13:03,039
[screams]
279
00:13:03,039 --> 00:13:06,669
There's more
where that came from,
you literal slimeball!
280
00:13:06,669 --> 00:13:08,669
Aah!
281
00:13:06,669 --> 00:13:08,669
Aah!
282
00:13:08,669 --> 00:13:10,669
Oh, no, no, no, no, no!
283
00:13:10,669 --> 00:13:12,250
Spidey, help!
284
00:13:12,250 --> 00:13:15,419
Anna Maria! Flash!
[grunts]
285
00:13:16,460 --> 00:13:17,620
[grunts]
286
00:13:17,620 --> 00:13:21,289
Let them go!
[grunting]
287
00:13:21,289 --> 00:13:25,169
[Venom]
Such emotion.
Friends of yours?
288
00:13:25,169 --> 00:13:28,500
Give yourself to me, Spider,
289
00:13:28,500 --> 00:13:32,620
or I will end these two!
290
00:13:28,500 --> 00:13:32,620
[gasps]
291
00:13:32,620 --> 00:13:34,919
These feelings...
292
00:13:34,919 --> 00:13:38,210
It is as if their lives
are more important than my own.
293
00:13:38,210 --> 00:13:40,210
But that would defy logic,
294
00:13:40,210 --> 00:13:43,919
for I, above all,
am superior.
295
00:13:43,919 --> 00:13:48,669
Yes, make the right choice.
Come to me.
296
00:13:48,669 --> 00:13:50,669
Ugh!
297
00:13:50,669 --> 00:13:54,289
A trick!
You're not him! Liar!
298
00:13:50,669 --> 00:13:54,289
Aah!
299
00:13:54,289 --> 00:13:56,710
Your friends will be destroyed!
300
00:13:59,289 --> 00:14:02,169
Bring me the real
Spider-Man now!
301
00:14:02,169 --> 00:14:05,879
I am the real Spider-Man!
[grunts]
302
00:14:05,879 --> 00:14:08,250
I bonded with the spider!
303
00:14:05,879 --> 00:14:08,250
[yells]
304
00:14:08,250 --> 00:14:11,379
[straining]
305
00:14:08,250 --> 00:14:11,379
If you will not
bring me the real spider,
306
00:14:11,379 --> 00:14:13,539
you are useless to me!
307
00:14:13,539 --> 00:14:17,169
He is right.
I am useless and a failure.
308
00:14:17,169 --> 00:14:20,960
Because of me, the only friends
I have ever known will perish.
309
00:14:20,960 --> 00:14:23,669
It looks like somebody
needs a hug.
[grunts]
310
00:14:23,669 --> 00:14:27,000
Ock, I don't have
much time left,
311
00:14:23,669 --> 00:14:27,000
[straining]
312
00:14:27,000 --> 00:14:30,539
but I'll give you
everything I've got.
313
00:14:27,000 --> 00:14:30,539
[screaming]
314
00:14:32,580 --> 00:14:34,500
[grunts]
315
00:14:34,500 --> 00:14:37,169
[both groaning]
316
00:14:37,169 --> 00:14:40,080
Another robot toy!
317
00:14:40,080 --> 00:14:41,120
Enough!
318
00:14:46,289 --> 00:14:49,879
[static]
Ock! What are you doing?
Get back out there!
319
00:14:49,879 --> 00:14:52,120
I'm not going back.
320
00:14:49,879 --> 00:14:52,120
What?
321
00:14:52,120 --> 00:14:54,500
You can't leave
those people to Venom.
322
00:14:54,500 --> 00:14:58,330
You've lived my memories.
You know Uncle Ben
would never want that.
323
00:14:58,330 --> 00:15:02,120
I know what Ben would want.
I'm not going back out there.
324
00:15:02,120 --> 00:15:04,250
You are.
325
00:15:02,120 --> 00:15:04,250
[beeps]
326
00:15:09,960 --> 00:15:13,169
So, here we are,
in the moment of transfer.
327
00:15:13,169 --> 00:15:15,330
A microsecond of time.
328
00:15:15,330 --> 00:15:18,379
You made it
pretty clear yesterday
you would never do this.
329
00:15:18,379 --> 00:15:20,169
Why give me
my body back now?
330
00:15:20,169 --> 00:15:24,169
I-- I failed, Parker.
331
00:15:24,169 --> 00:15:27,669
And because of that,
good people are about
to lose their lives.
332
00:15:27,669 --> 00:15:31,379
I thought more technology,
more reason, more logistics
333
00:15:31,379 --> 00:15:34,039
would make me a better hero
than you ever were.
334
00:15:34,039 --> 00:15:36,379
Maybe it has.
335
00:15:36,379 --> 00:15:40,120
No. Seeing you
show up just now,
336
00:15:40,120 --> 00:15:44,169
willing to use
the last few minutes
of your life to save mine,
337
00:15:44,169 --> 00:15:47,580
save the man who took
everything from you--
338
00:15:47,580 --> 00:15:50,580
That is illogical,
preposterous,
339
00:15:50,580 --> 00:15:53,419
and completely heroic
340
00:15:53,419 --> 00:15:56,039
in a way I realize
I never could be.
341
00:15:57,120 --> 00:15:59,120
I have been a fool.
342
00:15:59,120 --> 00:16:04,250
You, Peter Parker,
were always
the Superior Spider-Man.
343
00:16:04,250 --> 00:16:09,539
But, Ock,
the circuits in the arms--
they're degrading quickly.
344
00:16:09,539 --> 00:16:12,919
You're swapping your mind
into a place that can't
keep it alive for long.
345
00:16:12,919 --> 00:16:15,039
I am well aware.
346
00:16:15,039 --> 00:16:17,289
But I have the power
to do this,
347
00:16:17,289 --> 00:16:20,419
so I have the responsibility
to do it too.
348
00:16:20,419 --> 00:16:23,750
I only ask that you save
Anna Maria and Flash.
349
00:16:23,750 --> 00:16:26,669
That will make
this decision worth it.
350
00:16:29,710 --> 00:16:33,960
[muffled grunting]
351
00:16:29,710 --> 00:16:33,960
Show yourself,
or it's over for this one!
352
00:16:33,960 --> 00:16:35,120
[both grunt]
353
00:16:35,120 --> 00:16:37,169
[grunts]
Whoa!
354
00:16:37,169 --> 00:16:39,169
I forgot how bad
you smell up close.
355
00:16:39,169 --> 00:16:41,330
I bet when you chop onions,
you make them cry.
356
00:16:41,330 --> 00:16:44,039
Silence, fraud!
357
00:16:44,039 --> 00:16:46,080
[grunting]
358
00:16:44,039 --> 00:16:46,080
"Fraud"? You mean
you don't recognize
359
00:16:46,080 --> 00:16:49,169
your friendly, neighborhood me?
[grunting]
360
00:16:49,169 --> 00:16:50,330
[yells]
361
00:16:51,330 --> 00:16:54,080
[grunts]
362
00:16:51,330 --> 00:16:54,080
[growls]
363
00:16:54,080 --> 00:16:57,669
What-- S-Spider-Man,
you saved me.
364
00:16:57,669 --> 00:16:59,830
Flash, get to safety.
365
00:16:59,830 --> 00:17:03,169
I'll get your friend
out of the clutches
of ol' Gooey McGoo-Face here.
366
00:17:03,169 --> 00:17:06,000
Quips? Jokes?
367
00:17:03,169 --> 00:17:06,000
[grunts]
368
00:17:06,000 --> 00:17:08,079
Perhaps...
369
00:17:08,079 --> 00:17:11,289
Ugh!
[grunting]
370
00:17:11,289 --> 00:17:13,789
That is a pretty gross
ID check you got.
371
00:17:13,789 --> 00:17:16,119
Maybe next time,
I can just show you my bus pass?
372
00:17:16,119 --> 00:17:21,000
It is you,
the real Spider-Man,
373
00:17:21,000 --> 00:17:23,420
Peter Parker!
374
00:17:21,000 --> 00:17:23,420
Hmm?
375
00:17:24,829 --> 00:17:27,579
[both grunting]
376
00:17:27,579 --> 00:17:29,920
Spidey, electrical shock!
377
00:17:29,920 --> 00:17:31,960
It was working earlier! Try...
378
00:17:31,960 --> 00:17:34,619
Who am I to ignore good advice?
[grunts]
379
00:17:34,619 --> 00:17:37,079
Power line, meet Venom.
Venom, power line!
380
00:17:37,079 --> 00:17:38,920
[screaming]
381
00:17:40,000 --> 00:17:42,039
[sighs]
Not enough juice.
382
00:17:42,039 --> 00:17:44,619
It's too easy for him
to get away from it!
383
00:17:44,619 --> 00:17:47,579
We were once bonded,
paired,
384
00:17:47,579 --> 00:17:49,210
and you rejected me!
385
00:17:49,210 --> 00:17:51,829
Is that what
this whole thing is about?
386
00:17:51,829 --> 00:17:54,500
Bonding to Eddie Brock?
Stalking me?
387
00:17:54,500 --> 00:17:57,039
All because I didn't
want to be your anger puppet?
388
00:17:57,039 --> 00:17:58,829
[growls]
389
00:17:58,829 --> 00:18:02,289
Together, you and I
could be so much,
390
00:18:02,289 --> 00:18:04,289
rule so much!
391
00:18:04,289 --> 00:18:06,710
We would be superior!
392
00:18:06,710 --> 00:18:09,670
Where have I heard
that line before?
393
00:18:09,670 --> 00:18:12,210
But if bonding with you
stops all this,
394
00:18:12,210 --> 00:18:14,079
then I guess
I have no choice.
395
00:18:14,079 --> 00:18:18,460
[growls]
You would be my host?
396
00:18:18,460 --> 00:18:21,079
If it'll save lives,
then yes.
397
00:18:21,079 --> 00:18:24,619
Besides, it might overload
my expectations.
398
00:18:24,619 --> 00:18:27,000
[growls]
399
00:18:27,000 --> 00:18:31,119
This is what I desire!
400
00:18:31,119 --> 00:18:34,170
We will be one!
401
00:18:34,170 --> 00:18:36,289
[roars]
402
00:18:36,289 --> 00:18:40,920
Spidey, one overload, coming up!
[grunts]
403
00:18:40,920 --> 00:18:43,789
Huh? What?
404
00:18:45,000 --> 00:18:46,670
[roaring]
405
00:18:48,579 --> 00:18:51,119
What is this?
406
00:18:51,119 --> 00:18:53,170
I will--
[yells]
407
00:18:56,829 --> 00:18:58,420
Spidey!
408
00:18:58,420 --> 00:19:03,119
[groans]
I hate being the bait.
409
00:19:03,119 --> 00:19:05,500
But, hey, I've had
more disgusting wins.
410
00:19:05,500 --> 00:19:07,460
Actually, no.
411
00:19:07,460 --> 00:19:09,380
That was amazing.
412
00:19:09,380 --> 00:19:11,960
Oh, thank you, miss.
413
00:19:11,960 --> 00:19:14,289
Uh, I don't think
we've been introduced.
414
00:19:14,289 --> 00:19:18,210
No need to pretend, Peter.
I heard. I know it's you.
415
00:19:18,210 --> 00:19:23,039
Oh, uh, look, I know
this is going to sound strange.
416
00:19:23,039 --> 00:19:26,119
I am Peter Parker,
417
00:19:26,119 --> 00:19:28,460
but you and I
have never met.
418
00:19:29,710 --> 00:19:32,710
Ock, I brought
your friend.
419
00:19:32,710 --> 00:19:34,710
She's safe.
Flash too.
420
00:19:34,710 --> 00:19:37,960
[static]
Thank you, Spider-Man.
421
00:19:39,000 --> 00:19:42,000
Peter, is that you in there?
422
00:19:42,000 --> 00:19:47,039
My real name is Otto,
but yes, [static]
it is me.
423
00:19:47,039 --> 00:19:50,000
I am sorry I deceived you.
424
00:19:50,000 --> 00:19:51,789
It is too late for me,
425
00:19:51,789 --> 00:19:55,119
but [static]
your lack of injuries
give me comfort--
426
00:19:55,119 --> 00:19:59,079
I mean, I am glad
you were not hurt.
427
00:20:00,289 --> 00:20:02,170
Good-bye, my friend.
428
00:20:02,170 --> 00:20:06,079
And good-bye,
[distorted]
Spider-M--
429
00:20:06,079 --> 00:20:09,170
[crying softly]
Can't you do anything?
430
00:20:09,170 --> 00:20:13,210
Not without a body to--
Wait!
431
00:20:13,210 --> 00:20:15,250
There still might be time!
432
00:20:20,920 --> 00:20:24,000
Who is this?
433
00:20:20,920 --> 00:20:24,000
Otto Octavius,
434
00:20:24,000 --> 00:20:26,079
the man who saved your life.
435
00:20:26,079 --> 00:20:28,039
This is his former body.
436
00:20:28,039 --> 00:20:31,079
And if we're lucky,
his future one.
437
00:20:36,710 --> 00:20:40,920
Did it work?
438
00:20:36,710 --> 00:20:40,920
[monitor beeping]
439
00:20:40,920 --> 00:20:43,539
[beeping intensifies]
440
00:20:40,920 --> 00:20:43,539
[Spider-Man]
Increased brain activity.
441
00:20:43,539 --> 00:20:48,539
He's still in a coma,
but... I think his mind
is back where it should be.
442
00:20:48,539 --> 00:20:52,079
Everything you told me--
it's nearly impossible
to believe.
443
00:20:52,079 --> 00:20:55,119
But one thing's for certain:
the Peter Parker I met,
444
00:20:55,119 --> 00:20:58,789
the man now in this body--
he was a hero.
445
00:21:00,789 --> 00:21:03,000
[Miles moaning]
446
00:21:04,039 --> 00:21:07,039
Miles! You're awake!
How are you?
447
00:21:07,039 --> 00:21:11,119
What do you care... Ock?
448
00:21:11,119 --> 00:21:14,119
Uh-uh. Guess again.
449
00:21:14,119 --> 00:21:17,380
Peter?! No! No way!
450
00:21:17,380 --> 00:21:20,960
[in robotic voice]
Would you like to see me
dance the robot?
451
00:21:20,960 --> 00:21:24,170
Huh. I never thought
I would enjoy seeing that.
452
00:21:25,789 --> 00:21:29,329
Hello again, New York!
Spider-Man is back!
453
00:21:29,329 --> 00:21:30,329
Whoo-hoo!