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.