When I started out, I thought being a hero meant doing everything right.
But now I realize heroes make mistakes all the time.
Harry Osborn made the terrible mistake
of building the ultimate weaponized Goblin Mech,
which he believed was designed by his late father, Norman.
A mistake that's just gotten a thousand times worse.
The real designer of this tech was Adrian Toomes, the Vulture,
who now has gotten his hands on it.
But making mistakes doesn't mean you can't be a hero.
It's what you do next that defines you.
[Adrian Toomes] Crushed under the weight of the Osborn family name.
How fitting.
[laughing]
My father stole Toomes' design?
What have I done? Once Toomes loads
all the mech's systems, he'll be completely unstoppable.
We can't give up, Harry. [straining]
[both] Huh?
[Otto Octavius] Spider‐Man, there is a chance of escape.
Seeing through your lenses, I have determined
the debris has fractured the structural integrity of the foam.
I see it, Ock. Good eye.
[grunts]
[straining]
[grunts]
My analysis of the Goblin Mech confirms what Harry told us.
Once Toomes has its full capacity online,
he will be able to control any other machines or technology.
Tanks, helicopters, trains‐‐
they would become his army of drones.
His trajectory suggests he is heading to an offshore military installation,
most likely to take control of the extremely dangerous gear stored there.
He could bring New York to its knees with that kind of firepower.
Which is exactly what I would have done!
Otto!
When I was a villain, which I definitely no longer am.
[grunts]
Tell me you built some kind of shutdown system into that mech.
Uh, I didn't.
But it'll take 15 minutes for his main systems to load.
If we keep Toomes occupied, I might be able to freeze him
out of some of his controls before that happens.
Almost finished with an encryption code.
It's based on the personal tweaks I made to Toomes' original designs,
so he'll never be able to unscramble it.
I'll keep Toomes distracted,
which is something I've got a lot of practice at.
Oh, hey, Toomes. This is awkward,
considering last time you saw me, you dropped a building on me.
Still trying to be a hero? Too late.
Nothing will stop this city from falling to me.
[beeping] Huh?
Good‐bye, Osborn. [grunts]
Harry!
[Spider‐Man] I know you're excited about your new toy, Toomes,
but you're getting way too blasty here. [grunts]
I know there's still an unsecured port here.
Benefits of not having time to beta‐test this thing.
That'll lock him out of the systems?
Just the ones that haven't fully loaded, like the mental interface.
"Mental interface"?
This mech can connect directly with Toomes' brain?
Not anymore.
Where did those fools go?
[beeping] [computer] Mental interface.
Access encrypted. Encrypted?
What did they do?
[both grunting]
[computer trilling]
[beeps]
Ew. What's on me?
Dumpster broke our fall.
Gross. Eh, you get used to it.
[Toomes] Enough! [yelps]
Hand over that encryption device or I'll crush you both.
He's got the world's most dangerous machine, and he's stepping on us?
[Otto] Spider‐Man, there is a large transport truck
going through that intersection in three, two‐‐ Huh?
...one.
[tires screech] [Spider‐Man yells]
[grunts] Harry! [grunts]
We've gotta get clear before Toomes finds us.
You're hurt. Gotta get Toomes away from you.
[Toomes] When will you realize there is no stopping me?
Give me that device.
Oh, you want this? Come and get it!
Ock, I had to leave Harry. He's hurt.
Help is on the way.
[grunts]
[laughing]
[grunts]
[Spy‐D] Spider‐Squad, get sticky!
"Get sticky"?
It was an impromptu battle cry. They're not all gonna be gold.
We were sent to get Harry, but looks like he's not the only one hurt.
[groaning]
[both yell, groan]
[Spy‐D] Hey, big guy! Right here!
Hey‐o! [yells]
Ghost‐Spider, get those injured spiders back here,
and protect that encryption device at all costs!
You got it, Ock. As weird as that sentence is to say.
[groans]
No, I need that device.
Where ya goin'? The party isn't over.
[Toomes] More games? Fine!
You hide. I'll seek.
[Anna Maria] Run! [Spy‐D] He can't hit what he can't see.
That's a heat‐seeker. It doesn't need to see you to hit you.
Good to know.
Ha!
Ghost‐Spider, judging from the air currents maintaining your velocity,
you will not make it back to the Spider's Nest before Toomes catches you!
[Ghost‐Spider] Then I'm taking a detour.
The trees should give me cover.
Or maybe not.
Aah!
[grunts]
[groaning] Whoa.
I think I missed something.
Thanks for the save, Ghost‐Spider.
Yeah, you might be thanking me for nothing.
Okay, Toomes, new game.
Tag. You're it!
I‐‐ I think he's down.
[all grunt]
[groaning]
Thinking you beat me? So naive.
[groaning continues]
The encryption device. No!
Oh, yes. The full functions of this mech
are now loaded and unlocked.
But I'm still standing in your way, Toomes.
It's just you and me.
Not true in the least, Spider‐Man.
[Spider‐Man] More members of your weirdly loyal fan club?
They don't have to be loyal when I have control of their gear.
This mech can control any machine.
Vehicles, weapons... Even those masks and armor the Goblins are wearing.
I now have my own army...
a city reacting to the singular brilliance
of Adrian Toomes!
I even control the news choppers.
And to show the world just how powerful I am,
the first thing I am going to do is defeat the one person
who Norman Osborn, the Jackal, and Otto Octavius couldn't‐‐
[gasps] you, Spider‐Man!
[grunts] Okay.
So, ability to control any machine really does mean any machine!
[yelling]
Ock, if Toomes can remotely control all machines,
how can I tell where the next attack is coming from?
[Otto] I simply do not know.
But you are now adjacent to an intersection.
Be on the lookout for‐‐ Whoa!
[whimpering]
[grunts]
You'd think I'd be better at stopping trucks,
considering all the experience I have!
[tires screeching]
[gasps]
[grunts]
There's gotta be a way to override Toomes' control, right?
What do you think I've been trying to do this entire time?
The mental interface simply cannot be disrupted.
Then we have to think of‐‐ Whoa!
I love flying hugs as much as the next guy,
but this is a little intense, don't you think?
[Wake Rider] Yo, Spidey, I have no control over this.
Toomes is just using us.
I can't tell you how uncool this is.
Agreed. Way uncool.
And you're not gonna think this is cool either. [yells]
[grunts]
There's more where that came from.
[beeps]
I'm old enough to remember when the Wake Riders were fun!
Spider‐Man, are you there?
Are you alive? I think so.
But I should probably get a second opinion.
How can you still make jokes?
When every machine in New York hates you, you laugh at anything you can.
Oh, no. Toomes beat the encryption?
This is not how I wanted the mech to be used.
Not the time to worry about what should have happened.
Let's figure out how to stop what is happening.
[explosion] You don't understand. It's hopeless.
Toomes is using straight up brain‐to‐tech.
There's no way to disconnect him now. Because... [grunts]
we would need to interrupt his mind's control of the machine?
Exactly. We'd need someone else's mind to override his.
But we're talking about another mind‐machine interface.
And it's not like I built a second Goblin Mech.
No. But I do know a machine that just might do the trick.
Big problem. It's extremely dangerous.
Wh‐What machine are you talking about?
The Neuro‐Cortex?
You plan to access the device I once used to swap our minds?
Yep. At Horizon High. Ock, you've proven the Neuro‐Cortex
can connect the human mind with technology.
If we could override Toomes' signal‐‐
We could take control of the Goblin Mech back from him!
Is such a thing even possible?
I've literally been inside that machine.
I'm pretty sure I can figure out how to reprogram it to do this.
At least, I hope I can. Call Horizon and tell Max Modell
to evacuate all the students working after hours.
And call the police. Tell everyone to get inside.
Toomes is turning this city into a battlefield.
I'll contact the police. You call Horizon?
You call Horizon. There is a high probability
Modell still does not trust me based on my... history.
Do you believe Spider‐Man's plan is going to work?
It may very well succeed,
but there will likely be a... casualty.
Evacuate the school so Spider‐Man can use the Neuro‐Cortex?
Is this a prank? Who are you again? Anna Maria Marconi.
I teach science at Midtown High. I'm a friend of Spider‐Man's.
And trust me, we don't have a moment to lose.
[alarm blaring] [Max on PA] Attention, students at Horizon.
This is an emergency evacuation.
Please clear the building and meet at the designated rendezvous point.
Repeat: this is an emergency. [students gasp]
[alarm continues blaring]
[Toomes] You think you could escape me for long?
I can access every security camera in this city.
And you used all that power just to follow me? I'm flattered.
Norman Osborn failed.
Octavius, the Jackal‐‐ all taken down.
I'm the only one left standing,
and I'm going to be the one to finish this!
Uh, Ock, any chance you got a spider‐bot or ten nearby?
[Otto] The spider‐bots are machines.
Toomes would just use them as weapons against you.
Go, Spider‐Man! I'll keep him busy!
It's the least I can do for building that monstrosity.
[clang] Impossible!
I can't take control of your equipment. I built that thing, Toomes!
You really think I couldn't find a way to secure my own gear?
Max, get to safety!
If you're going to use the Neuro‐Cortex, you're gonna need help.
Don't worry. I remember exactly where you and I left it
and how to use it. [thud]
Get out of here. Toomes could bring down the whole school!
[Otto] Spider‐Man, you cannot risk
using your own brain for this action.
While it would truly succeed in stopping Toomes,
it could destroy you, possibly tearing you apart at the molecular level!
Okay. What are the odds of that actually happening, Ock?
My calculations say it is a 98% certainty.
[Toomes] You stole my designs, Osborn.
This is the ending you deserve.
Aah!
[grunting]
[groaning]
Not going without a fight.
[Toomes] Show yourself, Spider‐Man.
There is nothing Horizon High can provide you with that can stop me.
No response? Can't say I'm surprised.
You've never had to face someone with as much power as I now possess.
I've got complete control of any machine on earth now.
[static] [bystanders] Huh?
And those above it.
I'm sure you're familiar with the Stark Defense Satellites.
Face your defeat at my hand, Spider‐Man, or this city falls,
and it will be entirely your fault!
[Toomes] Checkmate, Spider‐Man.
Surrender to me, or many innocent lives will be destroyed.
[Otto] Spider‐Man, there has to be a way to buy more time!
We have to find a way to limit the danger‐‐
There is no more time, Ock.
You wanted me, Toomes? Here I am!
I knew you would not be able to resist.
And with my destruction of you, there will be no doubt
who is the superior mind.
Hmm? Aah!
Sorry, Spider‐Man, but I cannot let you do this.
I do not need your assistance, Octavius.
You had your chances to defeat Spider‐Man,
and you have been nothing but a failure.
I have failed at many things, Toomes,
but I will not fail at this.
Ock, no!
[thud] What are you doing?
[computer trilling]
Octavius, you're no match for the power I now have under my control.
[grunting] [alarm beeping]
He's doing it.
[alarms beeping]
[grunts] No! This is impossible!
Nothing can override... [gasps]
Nooooo!
[alarm beeping]
[grunts]
[groans]
[groaning]
It looks as if the two percent chance of survival is unlikely.
[groaning] Don't say that! Don't ever give up!
[grunts] We can disconnect you‐‐
[grunts]
[breathes heavily]
The energy is overloading like I predicted.
There is no more hope for me.
[whimpering softly]
Ock... why did you do this?
Is this not what Uncle Ben taught us to do?
Is this not what a hero would do?
Is this not what a...
best friend would do?
Yes.
It is what a best friend would do.
My best friend.
Use your great power, Peter.
The world needs Spider‐Man...
more than it needs me.
Otto might have made many mistakes in his life.
He might have been a villain, but he died a hero.
In the short time I knew him,
I never saw a light shine so bright.
Ock never had many friends.
It's a shame you and I are the only ones
who knew how courageous he truly was in the end.
[Max] No, Peter. We all know.
You know, Ock gave me some of the worst grades of my life.
I mean, his tests were a nightmare.
So, I'm as shocked as anyone to be saying
this entire city owes its existence to him.
I could not have had more doubts a person like Otto Octavius could change,
but I was wrong.
Which is not something I like saying.
I always believed Ock had good in him,
but this year, he really tested that belief.
I just wish I had the chance to tell him how proud I am of him.
[Harry] So do I.
If anyone should have hope that a person can redeem themselves,
it's the son of Norman Osborn.
But I was too caught up in my own world
to see that Otto Octavius had become as much of a hero,
and a friend, as anyone could ever hope to be.
Look, everyone, I know it's been a strange year,
and I haven't really been myself through all of it,
but I wanna say... I miss all of you.
Midtown is fine, but I always felt like Horizon was my family.
It's interesting you say that, Peter.
I received a letter yesterday.
Apparently Otto Octavius set aside part of his personal estate
as a scholarship to Horizon High
for an additional spot to the most valuable applicant.
[gasps] Really?
Who's getting it?
Well, Otto happened to write
an extremely strong endorsement letter for you, Peter.
How would you like to return to your old lab?
I‐‐ Whoa!
I practically gave up on thinking that could happen.
[sighs] It'll be good to have you back.
I trust you remember where you and I left everything?
[Anya] I agree, Pete.
There were times this year you were definitely not acting like yourself.
But we never got to truly give Ock a second chance,
and we don't wanna make that same mistake with you.
Welcome back.
It's good to be home again.