1 00:00:00,210 --> 00:00:03,290 [Gwen and Miles] Purge! Purge! Purge! Purge! 2 00:00:00,210 --> 00:00:03,290 [alarm beeping] 3 00:00:03,290 --> 00:00:07,120 No. Not the security nodes. 4 00:00:07,120 --> 00:00:08,919 What? Where am I now? 5 00:00:10,710 --> 00:00:13,080 Oh, right, back in my own room. 6 00:00:13,080 --> 00:00:16,829 And in my own body. At last. 7 00:00:21,620 --> 00:00:24,079 So not only did Doc Ock swap minds with me 8 00:00:24,079 --> 00:00:26,829 to try and be the Superior Spider-Man, 9 00:00:26,829 --> 00:00:29,039 he also cleaned my room? 10 00:00:29,039 --> 00:00:30,500 Productive. 11 00:00:30,500 --> 00:00:31,879 ♪♪ [humming] 12 00:00:31,879 --> 00:00:34,000 Ha-ha. 13 00:00:34,000 --> 00:00:37,210 Aunt May, boy, did I miss you. 14 00:00:37,210 --> 00:00:40,119 Sweetie, I just saw you yesterday. 15 00:00:40,119 --> 00:00:42,750 Right. Y-Yeah, of course. 16 00:00:42,750 --> 00:00:44,829 It just feels like it's been forever 17 00:00:44,829 --> 00:00:49,079 since I devoured some of your delicious... wheatcakes? 18 00:00:49,079 --> 00:00:50,920 What's this? 19 00:00:50,920 --> 00:00:53,170 You encouraged us to eat healthier, Pete, 20 00:00:53,170 --> 00:00:55,329 so this is healthier. 21 00:00:55,329 --> 00:00:59,039 Uh, right. That was just a phase. 22 00:00:59,039 --> 00:01:01,420 I'm way over that now. 23 00:01:01,420 --> 00:01:03,710 Well, we promised each other we'd eat better, 24 00:01:03,710 --> 00:01:07,790 so maybe I can add some granola to my wheatcakes. 25 00:01:07,790 --> 00:01:13,039 Wheats and granola-- sounds, uh, regular. 26 00:01:13,039 --> 00:01:15,170 I gotta run to the bank. See you in a bit, Peter. 27 00:01:15,170 --> 00:01:17,000 Mm-hm. 28 00:01:17,000 --> 00:01:19,750 I'm secure enough to admit I was wrong. 29 00:01:19,750 --> 00:01:21,329 This newly aggressive hero 30 00:01:21,329 --> 00:01:23,289 is exactly what New York needs-- 31 00:01:23,289 --> 00:01:25,170 efficient and effective. 32 00:01:25,170 --> 00:01:26,379 Crime rates are down, 33 00:01:26,379 --> 00:01:28,039 and J. Jonah Jameson 34 00:01:28,039 --> 00:01:30,210 now fully supports Spider-Man. 35 00:01:30,210 --> 00:01:32,289 [groans] 36 00:01:32,289 --> 00:01:36,379 Ock really did keep himself busy when he was me. 37 00:01:36,379 --> 00:01:40,329 Healthy diet, teaming up with the Avengers, and winning over J.J.? 38 00:01:40,329 --> 00:01:44,079 That's something I could never do. 39 00:01:40,329 --> 00:01:44,079 [phone beeps] 40 00:01:44,079 --> 00:01:47,000 Reports of supervillains fighting in the street? 41 00:01:47,000 --> 00:01:51,170 Okay, now, this is something I can do. 42 00:01:51,170 --> 00:01:54,039 The news report said the fight was somewhere over-- 43 00:01:54,039 --> 00:01:56,210 Yep, think I found it. 44 00:01:59,379 --> 00:02:01,500 [Mr. Negative] Nice work in there, Inner Demons. 45 00:02:01,500 --> 00:02:04,579 That should keep Molten Man out of commission for a while. 46 00:02:04,579 --> 00:02:07,709 And this new sword works exactly as I planned, boys-- 47 00:02:07,709 --> 00:02:09,250 focusing my Nega-Blasts. 48 00:02:09,250 --> 00:02:11,789 Mr. Negative, 49 00:02:11,789 --> 00:02:15,039 I was positive I'd run into you some day. 50 00:02:15,039 --> 00:02:18,620 I just made that one up. Science jokes are hilarious, don't you think? 51 00:02:18,620 --> 00:02:22,789 Spider-Man? You have no idea what you have gotten yourself into. 52 00:02:22,789 --> 00:02:24,710 You will never defeat my Inner Demons. 53 00:02:24,710 --> 00:02:26,420 Give me a chance, Mr. Negative. 54 00:02:26,420 --> 00:02:28,879 I'm very good with supervillain emotional issues. 55 00:02:28,879 --> 00:02:30,670 Or were you talking about your street gang? 56 00:02:30,670 --> 00:02:32,379 [Mr. Negative] Is part of your plan to wear me down-- 57 00:02:32,379 --> 00:02:34,420 Yes! 58 00:02:32,379 --> 00:02:34,420 ...with your irritating humor? 59 00:02:34,420 --> 00:02:37,500 Ooh, sick burn. 60 00:02:37,500 --> 00:02:39,000 Huh? 61 00:02:39,000 --> 00:02:40,829 This must be Molten Man. 62 00:02:40,829 --> 00:02:42,879 I bet his burn is even worse. 63 00:02:57,420 --> 00:03:00,879 Are you guys fighting over which one of you has the weirdest powers? 64 00:03:00,879 --> 00:03:04,169 Because I can go ahead and tell you it's pretty much a tie. 65 00:03:04,169 --> 00:03:06,169 This isn't your problem, bug. 66 00:03:06,169 --> 00:03:07,750 Molten Man's on my turf. 67 00:03:07,750 --> 00:03:10,000 Your turf? 68 00:03:12,250 --> 00:03:15,750 People still say "turf"? I must not spend enough time with gangsters. 69 00:03:15,750 --> 00:03:19,500 This entire neighborhood belongs to Mr. Negative. 70 00:03:19,500 --> 00:03:22,289 Come on. New York isn't yours or yours. 71 00:03:22,289 --> 00:03:25,120 This turf belongs to all of us. 72 00:03:28,579 --> 00:03:30,960 You know, it just sounds weird when I say it. 73 00:03:30,960 --> 00:03:33,500 "Turf." Eh, I can't pull it off like you guys can. 74 00:03:33,500 --> 00:03:35,750 Get out of here, you clown. 75 00:03:35,750 --> 00:03:38,289 I told you, you are no match for us. 76 00:03:39,960 --> 00:03:42,039 Oh, so you guys'll work together just to fight me. 77 00:03:42,039 --> 00:03:45,170 I feel like I'm helping a new friendship blossom. 78 00:03:45,170 --> 00:03:46,670 It's kind of beautiful, really. 79 00:03:47,670 --> 00:03:49,250 [groans] 80 00:03:51,170 --> 00:03:52,789 [grunting] 81 00:04:03,419 --> 00:04:07,169 Whoo-hoo! Oh, yeah, who's still got it? 82 00:04:07,169 --> 00:04:10,080 Me. The answer is me, Spider-Man. 83 00:04:10,080 --> 00:04:11,210 Uh, sorta. 84 00:04:12,330 --> 00:04:15,169 K.O... 85 00:04:16,170 --> 00:04:17,790 [groans] 86 00:04:19,670 --> 00:04:21,790 Hm. 87 00:04:21,790 --> 00:04:25,040 I take it Mr. Feelgood and Melty Man here 88 00:04:25,040 --> 00:04:27,209 are headed off to your fancy-pants holding cell? 89 00:04:27,209 --> 00:04:30,040 No, given their criminal history and power-sets, 90 00:04:30,040 --> 00:04:31,379 they'll be sent immediately 91 00:04:31,379 --> 00:04:33,209 to the highest security at The Cellar. 92 00:04:33,209 --> 00:04:35,120 And before you make a basement joke, 93 00:04:35,120 --> 00:04:36,879 I know you know what I'm talking about. 94 00:04:36,879 --> 00:04:40,000 Sure. The Cellar's that specialized prison 95 00:04:40,000 --> 00:04:42,829 designed to handle criminals with the most dangerous powers. 96 00:04:42,829 --> 00:04:46,209 And also, I would never make a basement joke. 97 00:04:46,209 --> 00:04:47,579 That would be beneath me. 98 00:04:47,579 --> 00:04:49,959 [snickering] 99 00:04:53,040 --> 00:04:56,579 Horizon High. So glad to be back. 100 00:04:56,579 --> 00:04:59,829 I hope you're as excited to see me as I am to see you. 101 00:05:01,620 --> 00:05:03,620 Hello. Hi there. 102 00:05:03,620 --> 00:05:05,670 No one says hi back anymore? Okay. 103 00:05:05,670 --> 00:05:07,670 [scoffs] Wow, what is this? 104 00:05:07,670 --> 00:05:09,959 Unfriendly day? 105 00:05:09,959 --> 00:05:14,120 Gwen, Anya, you have no idea how great it is to see you again. 106 00:05:14,120 --> 00:05:17,500 Well, I mean, I'm sure I just saw you recently 107 00:05:17,500 --> 00:05:20,120 probably 'cause we're still good friends and classmates, too, 108 00:05:20,120 --> 00:05:22,620 and am I still talking? Good morning. 109 00:05:26,079 --> 00:05:29,040 Uh, I said good-- bye. 110 00:05:29,040 --> 00:05:31,000 Hm. 111 00:05:31,000 --> 00:05:33,709 Pete, why are you here? 112 00:05:33,709 --> 00:05:36,209 Why wouldn't I be? 113 00:05:36,209 --> 00:05:37,829 So let me guess, Miles-- 114 00:05:37,829 --> 00:05:40,079 Ock somehow managed to make Gwen and Anya mad at me? 115 00:05:40,079 --> 00:05:42,000 Gwen, Anya, 116 00:05:42,000 --> 00:05:47,170 and every other person he-- you-- came in contact with. 117 00:05:47,170 --> 00:05:48,329 But there's more. 118 00:05:48,329 --> 00:05:51,750 What, he ruined my grade point average? 119 00:05:51,750 --> 00:05:53,709 Improved it, actually. 120 00:05:53,709 --> 00:05:57,250 But you don't go to Horizon anymore. 121 00:05:57,250 --> 00:05:59,079 What? 122 00:05:59,079 --> 00:06:01,709 You quit. I mean, Ock quit. 123 00:06:01,709 --> 00:06:05,709 Who was you. You follow? And it wasn't pretty. 124 00:06:05,709 --> 00:06:09,170 So you should probably get off campus before Max runs into you. 125 00:06:09,170 --> 00:06:12,540 You-- Ock you-- pretty much told him off before walking out. 126 00:06:12,540 --> 00:06:14,420 You're back at Midtown High now. 127 00:06:14,420 --> 00:06:16,540 [groans] I should've known 128 00:06:16,540 --> 00:06:19,829 it'd be more than just a clean room and no wheatcakes. 129 00:06:25,000 --> 00:06:28,709 Wait. Midtown High's closed for repairs? 130 00:06:28,709 --> 00:06:31,790 Right. The fight with Venom really damaged Midtown. 131 00:06:31,790 --> 00:06:35,829 Is there any part of my life Ock didn't put into complete disarray? 132 00:06:37,079 --> 00:06:40,170 Hey. Not sure if you can hear me, 133 00:06:40,170 --> 00:06:42,540 but I wanted to see how you were. 134 00:06:44,750 --> 00:06:49,540 That's not entirely true. I guess I wanted you to see how I was. 135 00:06:49,540 --> 00:06:52,209 I know you did the right thing in the end, Otto. 136 00:06:52,209 --> 00:06:55,709 You were willing to sacrifice everything to switch our bodies back. 137 00:06:55,709 --> 00:06:58,000 You did the heroic thing, 138 00:06:58,000 --> 00:07:01,620 but you were also the villain who caused all of this in the first place. 139 00:07:01,620 --> 00:07:03,379 You know you made a real mess of my life. 140 00:07:03,379 --> 00:07:06,170 I don't think you ever thought about your effect on me. 141 00:07:06,170 --> 00:07:10,079 He affected my world too. 142 00:07:10,079 --> 00:07:13,040 He saved my life. Saved my school. 143 00:07:13,040 --> 00:07:15,420 Nothing positive came out of what he did to me. 144 00:07:15,420 --> 00:07:18,040 That's not true. 145 00:07:18,040 --> 00:07:21,250 I've researched Doc Ock's criminal history and I belie-- 146 00:07:21,250 --> 00:07:25,000 hope-- that after what he went through trying to be you, 147 00:07:25,000 --> 00:07:27,500 he'll never return to crime again. 148 00:07:27,500 --> 00:07:31,250 I would put that in the plus column. 149 00:07:31,250 --> 00:07:35,290 [sighs] I learned a lot about him through all this. 150 00:07:35,290 --> 00:07:37,829 Our childhoods were actually very much alike. 151 00:07:37,829 --> 00:07:40,079 Then what went wrong? 152 00:07:40,079 --> 00:07:44,250 A lot of things, but mostly Otto was isolated. 153 00:07:44,250 --> 00:07:45,709 He had no one. 154 00:07:45,709 --> 00:07:49,500 Well, he's not alone anymore. 155 00:07:49,500 --> 00:07:53,500 [laughs] And I feel like I am now. 156 00:07:53,500 --> 00:07:56,670 I can't even imagine what you're going through, 157 00:07:56,670 --> 00:07:59,420 but I'm sure you're not as alone as you think. 158 00:07:59,420 --> 00:08:01,790 As Spider-Man, you've got to associate with people 159 00:08:01,790 --> 00:08:04,209 who have seen some really strange stuff. 160 00:08:04,209 --> 00:08:06,670 There isn't some friend you can talk to, 161 00:08:06,670 --> 00:08:10,750 who might be able to relate? 162 00:08:10,750 --> 00:08:13,000 Ms. Marvel's an Avenger, 163 00:08:13,000 --> 00:08:15,500 so the bizarreness of mind-swapping's probably just 164 00:08:15,500 --> 00:08:17,209 a typical Tuesday for her. 165 00:08:17,209 --> 00:08:19,920 She's probably used to it. 166 00:08:19,920 --> 00:08:23,209 Oh, voicemail. Okay, yeah. I know how to leave a voicemail. 167 00:08:23,209 --> 00:08:27,670 Hey, hey, hi. It's Peter, Peter Parker. 168 00:08:27,670 --> 00:08:30,079 Just checking in. I wanted to see what you've been up to, 169 00:08:30,079 --> 00:08:32,539 other than obvs Avengers stuff, 170 00:08:32,539 --> 00:08:34,750 but um, you know, if you wanna give me a call back, 171 00:08:34,750 --> 00:08:37,919 I'd be agreeable with that option. 172 00:08:37,919 --> 00:08:43,669 So I will hear from you later on the flipside. Lates. 173 00:08:45,080 --> 00:08:47,120 [groans] 174 00:08:47,120 --> 00:08:50,379 Why does she make me so nervous? 175 00:08:50,379 --> 00:08:54,080 You know what? I can do better in person. 176 00:08:54,080 --> 00:08:56,919 I mean, couldn't do worse in person, right? 177 00:09:00,169 --> 00:09:04,039 Whoa, what's happened here? 178 00:09:04,039 --> 00:09:07,080 So either Hulk's been playing dodgeball with flaming meteors again-- 179 00:09:07,080 --> 00:09:10,080 which is more likely than people realize-- 180 00:09:10,080 --> 00:09:12,580 or the Avengers have been attacked. 181 00:09:16,000 --> 00:09:18,080 No sign of the attackers 182 00:09:18,080 --> 00:09:19,960 or the Avengers. 183 00:09:19,960 --> 00:09:22,419 Maybe there's a chance this was just a Thor birthday party 184 00:09:22,419 --> 00:09:25,000 gone completely out of control? Maybe? 185 00:09:28,879 --> 00:09:30,000 What? 186 00:09:34,169 --> 00:09:36,169 Sand? 187 00:09:36,169 --> 00:09:38,000 Okay, one thing's for certain. 188 00:09:38,000 --> 00:09:40,960 This is definitely not a birthday party gone wrong. 189 00:09:38,000 --> 00:09:40,960 [Hulk roaring] 190 00:09:40,960 --> 00:09:42,000 [Spider-Man screams] 191 00:09:43,669 --> 00:09:46,379 Whoa! 192 00:09:43,669 --> 00:09:46,379 [groans] 193 00:09:46,379 --> 00:09:49,830 Hulk? Looking a little groggy, buddy. Are you okay? 194 00:09:49,830 --> 00:09:51,750 [screams] 195 00:09:51,750 --> 00:09:53,830 So... that just happened. 196 00:09:53,830 --> 00:09:57,039 That portal looked just like the kind Spot uses. 197 00:09:57,039 --> 00:10:00,169 And sand? Sandgirl? 198 00:10:00,169 --> 00:10:02,500 And who on earth threw Hulk? 199 00:10:02,500 --> 00:10:04,710 Who on earth could throw Hulk? 200 00:10:04,710 --> 00:10:06,210 Did a bunch of villains 201 00:10:06,210 --> 00:10:08,210 start some kind of anti-Avengers club? 202 00:10:08,210 --> 00:10:10,000 I wonder where-- 203 00:10:10,000 --> 00:10:13,039 Ms. Marvel. Maybe that's why she didn't pick up. 204 00:10:13,039 --> 00:10:15,039 She's in trouble. 205 00:10:15,039 --> 00:10:17,210 Hope they're near by, not on the moon or something. 206 00:10:17,210 --> 00:10:19,789 Ugh, voicemail again. 207 00:10:19,789 --> 00:10:22,460 Redial! 208 00:10:22,460 --> 00:10:25,419 Maybe I can find some kind of security footage. 209 00:10:25,419 --> 00:10:28,000 [computer voice] User-- Spider-Man, not an Avenger. 210 00:10:28,000 --> 00:10:29,419 Access denied. 211 00:10:29,419 --> 00:10:31,539 Denied? Are you kidding? 212 00:10:31,539 --> 00:10:33,669 I'm practically an honorary Avenger. 213 00:10:33,669 --> 00:10:35,080 Kind of. 214 00:10:35,080 --> 00:10:38,330 Oh, come on. Voicemail again? 215 00:10:40,330 --> 00:10:42,169 What? What do you want? 216 00:10:42,169 --> 00:10:44,379 Finally. How are you? 217 00:10:46,039 --> 00:10:48,039 Seriously? I'm very busy right now. 218 00:10:48,039 --> 00:10:51,120 I'm just glad you're okay. 219 00:10:48,039 --> 00:10:51,120 This better be an emergency. 220 00:10:51,120 --> 00:10:53,620 I don't have time to talk about our busted friendship. 221 00:10:53,620 --> 00:10:55,330 It is an emergency. 222 00:10:55,330 --> 00:10:57,000 I'm at Avengers Tower and-- 223 00:10:57,000 --> 00:10:59,039 Wait, we have a busted friendship? 224 00:10:59,039 --> 00:11:01,620 I only picked up 'cause Cap told me to. 225 00:11:01,620 --> 00:11:03,750 Said something about letting people apologize 226 00:11:03,750 --> 00:11:06,879 and being a "good person." 227 00:11:06,879 --> 00:11:09,000 Where are you guys? Who are you fighting? 228 00:11:09,000 --> 00:11:11,960 Light blasts? Who is that? 229 00:11:14,919 --> 00:11:16,960 Oh, no. 230 00:11:23,330 --> 00:11:26,669 Great, just in time to impress Captain America with-- 231 00:11:29,120 --> 00:11:31,879 my amazing ability to be completely unhelpful. 232 00:11:31,879 --> 00:11:35,000 I just can't win today. 233 00:11:31,879 --> 00:11:35,000 [bushes rustling] 234 00:11:35,000 --> 00:11:36,710 Whoever you are, 235 00:11:36,710 --> 00:11:39,960 you know I'm sort of an honorary Avenger. 236 00:11:39,960 --> 00:11:41,750 This ends now. 237 00:11:41,750 --> 00:11:45,539 [owl hooting] 238 00:11:45,539 --> 00:11:47,120 Oh, great. 239 00:11:47,120 --> 00:11:49,460 I issue one of my most intense challenges 240 00:11:49,460 --> 00:11:52,080 to a nocturnal bird. 241 00:11:52,080 --> 00:11:56,830 So Sandgirl got Iron Man, Spot got Hulk, 242 00:11:56,830 --> 00:11:58,000 and someone with light blasts 243 00:11:58,000 --> 00:11:59,210 and teleportation powers 244 00:11:59,210 --> 00:12:01,120 got Ms. Marvel and Cap? 245 00:12:01,120 --> 00:12:03,120 Why didn't anyone attack me? 246 00:12:03,120 --> 00:12:05,750 I'm gonna try not to take this personally. 247 00:12:05,750 --> 00:12:08,169 [gasps] Don't mess with us Avengers. 248 00:12:11,539 --> 00:12:13,080 You're not an Avenger. 249 00:12:14,080 --> 00:12:16,000 Black Widow. 250 00:12:16,000 --> 00:12:19,210 Well, I'm kind of like Avengers-adjacent, right? 251 00:12:19,210 --> 00:12:20,419 Not really. 252 00:12:20,419 --> 00:12:22,169 Which means you're in luck 253 00:12:22,169 --> 00:12:25,580 because someone's focused on taking us down one-by-one. 254 00:12:25,580 --> 00:12:27,919 I'm trying to figure out who it is. 255 00:12:27,919 --> 00:12:30,750 Me, too. 256 00:12:30,750 --> 00:12:33,210 By shouting at owls in a public park? 257 00:12:33,210 --> 00:12:35,210 [owl hooting] 258 00:12:35,210 --> 00:12:38,120 That was a private moment. 259 00:12:38,120 --> 00:12:40,539 So far looks like Sandgirl and Spot, 260 00:12:40,539 --> 00:12:43,500 but who attacked Cap and Ms. Marvel? 261 00:12:43,500 --> 00:12:46,960 Seemed like Cloak and Dagger, but I didn't get a visual. 262 00:12:46,960 --> 00:12:48,169 Cloak and who? 263 00:12:48,169 --> 00:12:50,120 Cloak and Dagger? 264 00:12:50,120 --> 00:12:52,710 You're the one that brought them down, Spider-Man. 265 00:12:52,710 --> 00:12:54,379 Oh, yeah, right. Of course. 266 00:12:54,379 --> 00:12:56,120 That was totally me. 267 00:12:58,419 --> 00:13:01,120 Why would those four attack Avengers? 268 00:13:01,120 --> 00:13:02,419 I don't believe they did. 269 00:13:02,419 --> 00:13:04,830 Every one of them is currently behind bars 270 00:13:04,830 --> 00:13:05,830 in The Cellar. 271 00:13:05,830 --> 00:13:07,620 Then obviously they escaped. 272 00:13:07,620 --> 00:13:09,460 No one escapes The Cellar. 273 00:13:09,460 --> 00:13:12,169 Before it opened, they hired me to test the facility. 274 00:13:12,169 --> 00:13:14,710 Even I couldn't get out. 275 00:13:14,710 --> 00:13:16,830 Don't ever tell anyone that. 276 00:13:16,830 --> 00:13:20,039 So I'm sure you have another theory about who's behind this. 277 00:13:20,039 --> 00:13:22,379 Your recent out-of-the-box methods of fighting crime 278 00:13:22,379 --> 00:13:24,210 have been impressive. 279 00:13:24,210 --> 00:13:25,669 Impressive? 280 00:13:25,669 --> 00:13:27,620 People keep telling me I was acting like a jerk. 281 00:13:27,620 --> 00:13:30,169 Sure, but an impressive jerk. 282 00:13:33,120 --> 00:13:34,710 That's gotta be Electro. 283 00:13:34,710 --> 00:13:36,500 Another villain from The Cellar? 284 00:13:40,169 --> 00:13:42,460 Molten Man? He was locked up there just this morning. 285 00:13:46,000 --> 00:13:48,210 You might be on to something, webs. 286 00:13:48,210 --> 00:13:51,080 Maybe The Cellar isn't as secure as it once was. 287 00:13:51,080 --> 00:13:52,879 Black Widow complimenting me? 288 00:13:52,879 --> 00:13:55,080 I am so gonna post that on social media. 289 00:14:02,500 --> 00:14:04,789 Whoa! 290 00:14:04,789 --> 00:14:06,919 But I'm not gonna post about this! 291 00:14:08,460 --> 00:14:10,879 Whoa. 292 00:14:10,879 --> 00:14:12,879 This is the worst game of tag. 293 00:14:15,250 --> 00:14:16,919 Okay, guess I'm it. 294 00:14:20,289 --> 00:14:21,789 Spider-Man! 295 00:14:32,460 --> 00:14:34,460 Widow! 296 00:14:39,330 --> 00:14:43,000 Okay, so no one's attacking me again? 297 00:14:43,000 --> 00:14:44,460 I'm right here. 298 00:14:44,460 --> 00:14:46,539 I'm totally taking this personally now. 299 00:14:46,539 --> 00:14:49,460 At least I managed to get a Spider tracer on Widow. 300 00:14:49,460 --> 00:14:52,210 I just hope the Spot didn't transport her out of range. 301 00:14:52,210 --> 00:14:54,120 And it looks like he did. 302 00:14:54,120 --> 00:14:57,460 Great. Lost another Avenger. 303 00:14:57,460 --> 00:15:01,539 [woman] Not a chance. It's simply not possible, Spider-Man. 304 00:15:01,539 --> 00:15:03,080 Sandgirl, Spot, and the others 305 00:15:03,080 --> 00:15:04,620 are all locked up in The Cellar. 306 00:15:04,620 --> 00:15:07,960 I know it sounds crazy, but trust me. 307 00:15:07,960 --> 00:15:09,330 These villains captured the Avengers 308 00:15:09,330 --> 00:15:11,750 and transported them to who knows where. 309 00:15:11,750 --> 00:15:12,879 This is big. 310 00:15:12,879 --> 00:15:14,419 I agree it's big, 311 00:15:14,419 --> 00:15:16,250 but they didn't break out of The Cellar. 312 00:15:16,250 --> 00:15:19,169 Augustus Roman, the warden, was my mentor. 313 00:15:19,169 --> 00:15:20,750 He's like a father to me. 314 00:15:20,750 --> 00:15:22,460 If there was a problem, he would've told me. 315 00:15:22,460 --> 00:15:24,789 And I'm sure this Augustus is a great guy, 316 00:15:24,789 --> 00:15:26,879 but Spot opens portals. 317 00:15:26,879 --> 00:15:30,169 Who's to say he didn't use his powers to break them all free? 318 00:15:30,169 --> 00:15:32,419 Fine, if you won't take my word for it, 319 00:15:32,419 --> 00:15:35,039 there's an easy way to nip your theory in the bud 320 00:15:35,039 --> 00:15:36,330 so we can focus on finding out 321 00:15:36,330 --> 00:15:40,169 who's really behind this. 322 00:15:40,169 --> 00:15:42,539 Yuri, it's getting late. 323 00:15:42,539 --> 00:15:44,169 Are you still at work? 324 00:15:44,169 --> 00:15:45,580 We talked about this. 325 00:15:45,580 --> 00:15:48,210 Don't worry. Heading home soon. 326 00:15:48,210 --> 00:15:49,669 I wanna introduce you to someone. 327 00:15:49,669 --> 00:15:51,379 Augustus Roman, this is... 328 00:15:51,379 --> 00:15:53,620 Spider-Man. 329 00:15:51,379 --> 00:15:53,620 What gave it away? 330 00:15:53,620 --> 00:15:56,169 I owe you a debt of gratitude, young man. 331 00:15:56,169 --> 00:15:57,960 You do all the hard work, 332 00:15:57,960 --> 00:16:00,460 taking these criminals off the streets. 333 00:16:00,460 --> 00:16:03,000 For that, I and all of New York City 334 00:16:03,000 --> 00:16:05,080 are eternally grateful. 335 00:16:05,080 --> 00:16:08,620 It's my honor to ward over them here at The Cellar. 336 00:16:08,620 --> 00:16:10,830 Yeah, about that... 337 00:16:10,830 --> 00:16:14,000 Spider-Man believes some of your inmates have escaped. 338 00:16:14,000 --> 00:16:17,000 I assure you there have been no breaches. 339 00:16:17,000 --> 00:16:20,539 I've just seen evidence that tells me that's not true. 340 00:16:20,539 --> 00:16:22,960 Let me put your concerns to rest. 341 00:16:22,960 --> 00:16:24,919 Shannon, could I have some help? 342 00:16:24,919 --> 00:16:27,080 This is Shannon, my assistant. 343 00:16:27,080 --> 00:16:30,919 Can you pull up footage from our cameras in the cells? 344 00:16:30,919 --> 00:16:34,539 Our cells, by design, dampen all of their powers. 345 00:16:34,539 --> 00:16:36,210 They can't escape. 346 00:16:36,210 --> 00:16:37,879 And as you can see, 347 00:16:37,879 --> 00:16:39,000 all of our occupants 348 00:16:39,000 --> 00:16:41,080 are still contained. 349 00:16:41,080 --> 00:16:44,539 You said you saw some of these criminals this evening, Spider-Man. 350 00:16:44,539 --> 00:16:47,419 Well, I didn't exactly see them. 351 00:16:47,419 --> 00:16:49,960 Just evidence of their powers. 352 00:16:49,960 --> 00:16:52,039 I'll have Shannon make you a copy of the footage 353 00:16:52,039 --> 00:16:53,080 so your specialists can run tests 354 00:16:53,080 --> 00:16:54,879 on its authenticity. 355 00:16:54,879 --> 00:16:58,000 That was what you were gonna ask next, right? 356 00:16:58,000 --> 00:17:00,000 Maybe. 357 00:17:00,000 --> 00:17:03,000 I assure you The Cellar has not been compromised. 358 00:17:03,000 --> 00:17:04,579 And I, of course, 359 00:17:04,579 --> 00:17:06,210 will be of any help I can be 360 00:17:06,210 --> 00:17:08,119 if you need it in the future. 361 00:17:08,119 --> 00:17:09,619 [Yuri] Thank you, Augustus. 362 00:17:09,619 --> 00:17:12,119 Sorry to waste your time. 363 00:17:12,119 --> 00:17:14,500 You believe me now? 364 00:17:14,500 --> 00:17:17,329 Of course. 365 00:17:17,329 --> 00:17:19,039 Just because they're in The Cellar now 366 00:17:19,039 --> 00:17:20,289 doesn't mean they haven't found a way 367 00:17:20,289 --> 00:17:21,500 to sneak out and back. 368 00:17:21,500 --> 00:17:23,119 Guess it's up to me to prove it. 369 00:17:23,119 --> 00:17:25,000 And if I can't find the villains, 370 00:17:25,000 --> 00:17:27,119 maybe I can still find the Avengers. 371 00:17:27,119 --> 00:17:28,960 Boosting the electromagnetic signal 372 00:17:28,960 --> 00:17:31,619 might expand the range of my tracer's coverage. 373 00:17:31,619 --> 00:17:35,039 And... ha, got ya! 374 00:17:35,039 --> 00:17:38,170 Where's that? Underground? 375 00:17:38,170 --> 00:17:42,960 Oh, man, me alone against a team of supervillains. 376 00:17:42,960 --> 00:17:45,579 The old red and blues aren't gonna cut it. 377 00:17:47,960 --> 00:17:50,500 But Ock gathered up some interesting gear. 378 00:17:54,119 --> 00:17:56,289 A negative ion displacer. 379 00:17:56,289 --> 00:18:00,460 That'll come in handy with all these portals I've been dealing with. 380 00:18:00,460 --> 00:18:02,210 Time for a Spidey makeover. 381 00:18:05,920 --> 00:18:06,750 Tada! 382 00:18:06,789 --> 00:18:09,079 Let's see Doc Ock try to put together a new suit 383 00:18:09,079 --> 00:18:11,170 with tape, glue, and gum like I can. 384 00:18:15,210 --> 00:18:18,750 Ugh, the first place I go in this new suit is the sewer? 385 00:18:18,750 --> 00:18:20,880 I'll never get this stench out. 386 00:18:20,880 --> 00:18:22,210 [groans] 387 00:18:34,460 --> 00:18:35,880 According to my tracer, 388 00:18:35,880 --> 00:18:37,500 the Avengers should be right here. 389 00:18:37,500 --> 00:18:40,210 It's not like you can hide Hulk. 390 00:18:43,210 --> 00:18:45,380 My tracer. 391 00:18:45,380 --> 00:18:47,079 This was a trap! 392 00:18:47,079 --> 00:18:49,920 Ice? What, is Blizzard on your team, too? 393 00:18:49,920 --> 00:18:55,210 Uh, whoa, you must be new in town. 394 00:18:55,210 --> 00:18:57,500 I'm Spider-Man, and you are? 395 00:18:57,500 --> 00:19:00,170 I'm am called the Regent. 396 00:19:00,170 --> 00:19:03,460 And although my quest for vengeance is not with you, 397 00:19:03,460 --> 00:19:07,119 I cannot let you get between me and the Avengers any longer. 398 00:19:07,119 --> 00:19:10,880 Man, does everyone need to remind me how I'm not an Avenger? 399 00:19:10,880 --> 00:19:15,210 Your interference stops now. 400 00:19:15,210 --> 00:19:18,750 You're not a villain team. 401 00:19:18,750 --> 00:19:21,789 You're some guy with their powers? 402 00:19:21,789 --> 00:19:23,880 [laughs] I'm disappointed 403 00:19:23,880 --> 00:19:27,079 it took you this long to figure it out. 404 00:19:27,079 --> 00:19:28,539 No need to shame anyone. 405 00:19:28,539 --> 00:19:31,750 And team or no team, I'm prepared for you. 406 00:19:35,250 --> 00:19:36,880 Sodium bicarbonate-- 407 00:19:36,880 --> 00:19:39,250 one of fire's least favorite chemicals. 408 00:19:39,250 --> 00:19:42,460 Impressive, but there is no way 409 00:19:42,460 --> 00:19:45,829 you have counters for all of my powers. 410 00:19:46,960 --> 00:19:48,000 Lightning rod. 411 00:19:49,960 --> 00:19:51,329 Classic. 412 00:19:51,329 --> 00:19:52,960 Like your namesake, 413 00:19:52,960 --> 00:19:55,000 you are becoming an irritating pest 414 00:19:55,000 --> 00:19:56,880 who must be exterminated. 415 00:19:56,880 --> 00:19:59,960 Are you trying to banter? 416 00:19:59,960 --> 00:20:01,079 It's kind of adorable. 417 00:20:01,079 --> 00:20:02,579 Enough! 418 00:20:04,000 --> 00:20:06,250 Oh, come on. What is this power? 419 00:20:14,920 --> 00:20:17,039 If you had left well enough alone, 420 00:20:17,039 --> 00:20:20,119 you would've avoided all of this. 421 00:20:20,119 --> 00:20:22,289 My hatred is not towards you. 422 00:20:22,289 --> 00:20:25,750 Aw, that gets me right in the feels, 423 00:20:25,750 --> 00:20:28,500 but maybe this'll get you right in yours. 424 00:20:32,579 --> 00:20:35,000 Wind power? Who has that? 425 00:20:39,789 --> 00:20:42,539 [man] Nobody move! 426 00:20:39,789 --> 00:20:42,539 [man 2] Who is that? 427 00:20:42,539 --> 00:20:46,579 [chuckles] You are just an inconvenience, Spider-Man. 428 00:20:46,579 --> 00:20:49,380 And that ends now. 429 00:20:52,079 --> 00:20:56,170 That looks like the portal he used on Cap and Ms. Marvel. 430 00:20:56,170 --> 00:20:59,250 Come on, negative ion displacer, don't fail me now! 431 00:21:01,170 --> 00:21:02,750 It's not strong enough. 432 00:21:03,829 --> 00:21:06,000 [screams] 433 00:21:06,000 --> 00:21:07,710 Spider-Man, no! 434 00:21:18,329 --> 00:21:21,250 [groans] Where am I? 435 00:21:21,250 --> 00:21:23,829 [Hulk groans] 436 00:21:23,829 --> 00:21:26,960 Well, the good news is I found the Avengers.