1
00:00:00,003 --> 00:00:03,305
Peter, honey?
Wake up.

2
00:00:04,342 --> 00:00:07,976
Oh, you wanna fight too?
Bring it on, Panda-girl.

3
00:00:14,017 --> 00:00:16,985
Sorry. Weird dream.

4
00:00:17,020 --> 00:00:18,787
I would say so.

5
00:00:18,822 --> 00:00:20,756
You don't wanna
be late for school.

6
00:00:22,159 --> 00:00:24,093
Oh, hey, you never told me

7
00:00:24,128 --> 00:00:26,395
how the Horizon Open House
project went.

8
00:00:26,430 --> 00:00:29,263
It, uh, went about as expected.

9
00:00:31,135 --> 00:00:34,737
Conking out mid-wheat cake.
That's a new low.

10
00:00:34,772 --> 00:00:37,740
After villains
crawled out of the woodwork

11
00:00:37,775 --> 00:00:40,743
to try and collect Chameleon's
bounty on my head,

12
00:00:40,778 --> 00:00:43,779
getting a good night's sleep
hasn't been...

13
00:00:50,821 --> 00:00:55,391
Yeesh! Falling asleep standing up? Glad
I can take the web-express to school.

14
00:00:55,426 --> 00:00:58,260
And now that Chameleon's behind bars,
things have gotta be looking up.

15
00:00:58,295 --> 00:01:00,329
Most of my troubles
are already behind me.

16
00:01:00,364 --> 00:01:03,666
The Bugle's officially
calling out Police Chief Watanabe.

17
00:01:03,701 --> 00:01:09,136
It's time she recognizes Spider-Man as
the clear and present danger he is!

18
00:01:09,161 --> 00:01:10,306
Huh?

19
00:01:10,341 --> 00:01:12,741
Uh, okay.

20
00:01:12,776 --> 00:01:15,311
I still might have
a few problems, like...

21
00:01:16,347 --> 00:01:17,913
boomerang?!

22
00:01:20,484 --> 00:01:23,252
Wh-What is happeniiiing?

23
00:01:26,390 --> 00:01:30,025
I did not, in fact, stick
that landing.

24
00:01:30,060 --> 00:01:34,330
Revenge, and that bounty,
appear already in hand.

25
00:01:34,365 --> 00:01:36,332
Tinkerer?

26
00:01:36,367 --> 00:01:38,801
Do you not own a TV?
Radio?

27
00:01:38,836 --> 00:01:41,136
Chameleon's in prison.
The bounty's gone.

28
00:01:41,171 --> 00:01:42,938
- Kaputski!
- Huh?

29
00:01:42,973 --> 00:01:45,174
Lies!

30
00:01:51,982 --> 00:01:54,383
My Spider-Sense
is barely working!

31
00:01:54,418 --> 00:01:57,619
What's going on with meee?!

32
00:01:57,654 --> 00:02:00,022
Fine. You don't
wanna leave empty-handed.

33
00:02:00,057 --> 00:02:03,292
I get it. How's...
four dollars sound?

34
00:02:03,327 --> 00:02:05,994
Bounty or no,
this changes nothing.

35
00:02:06,029 --> 00:02:08,831
You had me thrown in prison,

36
00:02:08,866 --> 00:02:11,400
and worse,
you made my team lose.

37
00:02:11,435 --> 00:02:14,069
Taste my revenge, Spider-brat.

38
00:02:14,104 --> 00:02:17,072
You're... How did you put it?
"Kaputski"?

39
00:02:17,107 --> 00:02:19,842
So, you don't want
the four dollars?

40
00:02:26,868 --> 00:02:30,068
Sync and corrections by masaca
- addic7ed.com -

41
00:02:32,689 --> 00:02:34,857
Gotta shut down
this clown's wrist tech.

42
00:02:34,892 --> 00:02:36,658
Physics don't fail me now!

43
00:02:42,466 --> 00:02:44,433
What?

44
00:02:44,468 --> 00:02:46,235
Huh? How?

45
00:02:46,270 --> 00:02:47,870
Now excuse me.

46
00:02:47,905 --> 00:02:51,507
I feel a nap coming on.
I hate you, Spider-Man!

47
00:02:53,577 --> 00:02:58,514
Nothing like the sweet,
soothing sounds of villainy.

48
00:03:00,651 --> 00:03:03,619
That call-in
tip was on the money.

49
00:03:03,654 --> 00:03:04,743
Round 'em up.

50
00:03:07,057 --> 00:03:09,024
Oh.

51
00:03:09,059 --> 00:03:12,361
Goblins, octopuses, chameleons,

52
00:03:12,396 --> 00:03:15,964
and yet it's the evil mastermind
exhaustion that does me in.

53
00:03:15,999 --> 00:03:18,233
All right.
Don't do anything, Spidey.

54
00:03:18,268 --> 00:03:21,036
You're coming with us for questioning.

55
00:03:21,071 --> 00:03:23,973
Good work, but I can
take it from here, Officer.

56
00:03:26,009 --> 00:03:29,211
Do you know how much pressure
I'm getting to bring you in?

57
00:03:29,246 --> 00:03:33,615
Let me guess. Rage face, mustache,
flying spittle when he talks?

58
00:03:33,650 --> 00:03:37,252
Destruction of property, public
endangerment, trespassing.

59
00:03:37,287 --> 00:03:39,254
That's a big list of things
you're accused of.

60
00:03:39,289 --> 00:03:41,590
So I can't believe
I'm doing this.

61
00:03:42,593 --> 00:03:45,093
Uh, neither can I?

62
00:03:45,128 --> 00:03:46,962
You've done a lot of good
in this city.

63
00:03:46,997 --> 00:03:51,467
So instead of fighting you,
I'd rather work with you.

64
00:03:51,502 --> 00:03:55,170
Thanks, Chief Watanabe. I'll
help any way I can, obviously.

65
00:03:55,205 --> 00:03:58,106
Good, because Chameleon
isn't talking,

66
00:03:58,141 --> 00:03:59,547
and we have reason to
believe he wasn't the

67
00:03:59,572 --> 00:04:01,593
mastermind behind the
bounty on your head.

68
00:04:01,945 --> 00:04:04,746
He was only a hired gun.
Wait.

69
00:04:04,781 --> 00:04:07,749
So there's a big shadowy boss
out there who wants me gone.

70
00:04:07,784 --> 00:04:09,785
What makes you think Chameleon
wasn't behind it?

71
00:04:09,820 --> 00:04:11,787
He's clammed up.

72
00:04:11,822 --> 00:04:15,123
Something, or someone,
scares him more than jail time.

73
00:04:15,158 --> 00:04:17,793
And his gear was too advanced
for him to have worked alone.

74
00:04:17,828 --> 00:04:20,128
Our labs ran their tests.

75
00:04:20,163 --> 00:04:22,931
Haven't been able to make heads or
tails of Chameleon's holo-mask.

76
00:04:22,966 --> 00:04:25,467
Thought maybe you could take
a piece of it to your...

77
00:04:25,502 --> 00:04:29,004
I don't know... Spider-lair and
see if you can uncover a lead.

78
00:04:29,039 --> 00:04:31,306
Ideally pointing to someone
I can arrest.

79
00:04:31,341 --> 00:04:34,109
How do you know you can...
Trust you?

80
00:04:34,144 --> 00:04:37,546
We both want the same thing...
to make this city safe.

81
00:04:37,581 --> 00:04:41,016
Just promise me, if you find
a lead, you call me first.

82
00:04:41,051 --> 00:04:42,818
Deal.

83
00:04:48,158 --> 00:04:50,893
Peter Parker. What?

84
00:04:50,928 --> 00:04:53,629
May I interest you
in a tasty beverage?

85
00:04:53,664 --> 00:04:54,997
Miles?

86
00:04:55,032 --> 00:04:57,966
I want you to meet
the Neuro-Cortex's new home.

87
00:04:58,001 --> 00:04:59,635
I call it the Living Brain.

88
00:04:59,670 --> 00:05:03,071
May I interest you
in a tasty beverage?

89
00:05:03,106 --> 00:05:06,342
Whoa! You gave
the supercomputer a body?

90
00:05:08,011 --> 00:05:10,979
He's well designed,
and strangely polite.

91
00:05:11,014 --> 00:05:14,331
Well, after Doc Ock tried
to steal the Neuro-Cortex,

92
00:05:14,356 --> 00:05:16,251
Max wanted a way to protect it.

93
00:05:16,286 --> 00:05:19,855
So, working with calculations
given to us by the Neuro-Cortex,

94
00:05:19,890 --> 00:05:21,490
we created this.

95
00:05:21,525 --> 00:05:24,726
It also has its own defenses,
including rocket boots.

96
00:05:24,761 --> 00:05:26,228
My touch.

97
00:05:26,263 --> 00:05:28,898
The Neuro-Cortex helped you
make its own body?

98
00:05:30,100 --> 00:05:32,134
Efficient.

99
00:05:34,071 --> 00:05:36,738
Speaking of new tech,
need your help with this.

100
00:05:36,773 --> 00:05:39,074
Looks like Chameleon
wasn't working alone.

101
00:05:39,109 --> 00:05:42,278
It's a piece of his mask.
Ever seen anything like it?

102
00:05:43,747 --> 00:05:47,282
Huh. It looks like
some kind of meta-material.

103
00:05:47,317 --> 00:05:49,284
"Meta-material"?

104
00:05:49,319 --> 00:05:52,054
It bends light waves
to distort what we see.

105
00:05:52,089 --> 00:05:55,090
The fake faces and bodies Chameleon
used were probably uploaded.

106
00:05:55,125 --> 00:05:58,293
And the meta-material
gave it three-dimensional depth.

107
00:05:58,328 --> 00:06:03,031
As for who could supply
this tech, I got nada.

108
00:06:03,066 --> 00:06:05,734
But watch this.
Living Brain,

109
00:06:05,769 --> 00:06:09,104
who in New York holds a technology
patent on holo-meta-materials?

110
00:06:09,139 --> 00:06:12,240
Subject: Warren, Raymond.

111
00:06:12,275 --> 00:06:15,377
Technology patent:
holo-meta-materials.

112
00:06:15,412 --> 00:06:17,112
Fall, last year.

113
00:06:17,147 --> 00:06:20,182
That... That's incredible.

114
00:06:21,985 --> 00:06:23,952
So, Raymond Warren.

115
00:06:23,987 --> 00:06:25,954
You think the Jackal's
behind these attacks?

116
00:06:25,989 --> 00:06:28,457
I haven't seen him in months.

117
00:06:28,492 --> 00:06:30,959
But it could also be someone
stealing his tech.

118
00:06:30,994 --> 00:06:32,661
Wouldn't be the first time.

119
00:06:32,696 --> 00:06:33,829
Ow!

120
00:06:33,864 --> 00:06:35,230
Oh, you okay?

121
00:06:35,265 --> 00:06:38,133
You don't look so hot.

122
00:06:38,168 --> 00:06:41,436
What would...
make you think that?

123
00:06:41,471 --> 00:06:43,338
When was the last time
you slept?

124
00:06:43,373 --> 00:06:45,974
If by "slept," you mean

125
00:06:46,009 --> 00:06:48,477
unexpectedly passed out
in aeronautics class...

126
00:06:48,512 --> 00:06:50,646
45 minutes ago.

127
00:06:50,681 --> 00:06:54,282
If you mean a full night's rest,
then probably about a week...

128
00:06:54,317 --> 00:06:55,817
and a half.

129
00:06:55,852 --> 00:06:57,252
Dude, that's insane!

130
00:06:57,287 --> 00:06:59,454
No one can function like that.
Not even you.

131
00:06:59,489 --> 00:07:01,657
Now that you mentioned it,

132
00:07:01,692 --> 00:07:04,092
guess my powers
have kind of been on strike.

133
00:07:04,127 --> 00:07:06,294
And that doesn't
seem odd to you?

134
00:07:06,329 --> 00:07:10,666
I'll sleep when I catch the
Jackal, or whoever's behind this.

135
00:07:10,701 --> 00:07:14,302
Yeah. It'll be hilarious
when you snore on him.

136
00:07:14,337 --> 00:07:17,305
You need rest, Pete.

137
00:07:17,340 --> 00:07:19,307
Who are you calling?

138
00:07:19,342 --> 00:07:21,877
Hey, Mrs. Parker, it's Miles.

139
00:07:21,912 --> 00:07:24,146
No, no, no! Don't tell her!

140
00:07:24,181 --> 00:07:26,797
So, Pete's come to school
looking a little...

141
00:07:26,798 --> 00:07:27,549
- Come on, come on...
- Well...

142
00:07:27,574 --> 00:07:30,118
you know how a balloon
looks on day five?

143
00:07:30,153 --> 00:07:33,522
"Deflated"?
I was gonna say "sad."

144
00:07:33,557 --> 00:07:35,557
I agree.
He's coming home.

145
00:07:41,198 --> 00:07:43,799
This is so blown
out of proportion.

146
00:07:43,834 --> 00:07:45,801
I'm not that tired.

147
00:07:45,836 --> 00:07:48,003
You're not the boss here,
young man.

148
00:07:48,038 --> 00:07:51,707
And would you wanna disappoint
your slumberland pal?

149
00:07:51,742 --> 00:07:54,309
Seņor Trunks!

150
00:07:54,344 --> 00:07:58,346
Haven't needed him to sleep
since I was six.

151
00:08:01,051 --> 00:08:04,553
No one says no to Seņor Trunks.

152
00:08:10,560 --> 00:08:12,894
This better be
a dream-dial, Pete!

153
00:08:12,929 --> 00:08:15,831
Dude, calling
May was a low blow.

154
00:08:15,866 --> 00:08:18,066
Wait. Where are you?
Looked into it.

155
00:08:18,101 --> 00:08:20,836
Jackal only has one warehouse
left that hasn't been blown up.

156
00:08:20,871 --> 00:08:24,272
And, of course, it was buried
under several dummy corporations.

157
00:08:24,307 --> 00:08:26,708
But I'm headed there now to check
on the lead. Miles, listen.

158
00:08:26,743 --> 00:08:29,077
I went through the wringer
with all these villains.

159
00:08:29,112 --> 00:08:30,946
Don't do it alone.
You need backup.

160
00:08:30,981 --> 00:08:34,249
And the guy whose powers have
gone whack-a-doodle's gonna help?

161
00:08:34,284 --> 00:08:36,318
Get some Z's.
I got it covered, man.

162
00:08:37,921 --> 00:08:40,722
Just an empty office?
Abandoned tech?

163
00:08:40,757 --> 00:08:42,924
No lab?

164
00:08:42,959 --> 00:08:45,761
Wait! Could it be?

165
00:08:45,796 --> 00:08:49,464
Could this light be a lever to
reveal a supersecret hidden lab?

166
00:08:51,168 --> 00:08:52,735
Dream crusher.

167
00:08:54,504 --> 00:08:56,872
Not seeing any clues here.

168
00:08:56,907 --> 00:08:59,374
Nothing but outdated tech.

169
00:08:59,409 --> 00:09:01,276
Ew, spiders.

170
00:09:03,980 --> 00:09:05,947
I got nothin'.

171
00:09:07,083 --> 00:09:09,951
I'm really glad no one saw that.

172
00:09:09,986 --> 00:09:11,453
Whoa!

173
00:09:11,488 --> 00:09:13,021
I knew it!

174
00:09:14,457 --> 00:09:16,458
Awesome supersecret lab!

175
00:09:18,195 --> 00:09:20,629
Now, this is what I call a clue.

176
00:09:20,664 --> 00:09:24,833
Holo-meta-materials!
Aw, so cool!

177
00:09:24,868 --> 00:09:27,102
And this must be
the image matrix server

178
00:09:27,137 --> 00:09:30,772
that uploads identities
to Chameleon's mask.

179
00:09:30,807 --> 00:09:34,843
Just need to download Chameleon's
server files and decrypt later.

180
00:09:34,878 --> 00:09:37,445
Hopefully there's a digital
trail or communication,

181
00:09:37,480 --> 00:09:40,182
something that can lead us
to who he's working for.

182
00:09:40,217 --> 00:09:42,350
Ugh! J. Jonah Jameson?

183
00:09:42,385 --> 00:09:44,619
Uh-oh! Triggered security.

184
00:09:44,654 --> 00:09:47,189
If his is the last face
I ever see,

185
00:09:47,224 --> 00:09:48,224
I'm gonna be so mad.

186
00:09:51,061 --> 00:09:53,361
Okay, maybe Pete was right.

187
00:09:53,396 --> 00:09:55,898
Backup would've been
a smart idea.

188
00:09:57,901 --> 00:09:59,434
Oh, great!
Now I'm trapped.

189
00:10:02,172 --> 00:10:03,872
Miles Morales.

190
00:10:03,907 --> 00:10:07,275
Do you require a...
Yes, Living Brain!

191
00:10:07,310 --> 00:10:09,377
Ooh! Hey! Hey! Ooh! Ooh!

192
00:10:09,412 --> 00:10:11,279
Safety tumble.
Ooh! Ooh!

193
00:10:11,314 --> 00:10:14,449
Ooh. Okay.

194
00:10:14,484 --> 00:10:16,451
You... You followed me?

195
00:10:16,486 --> 00:10:18,687
When you left, your vital signs

196
00:10:18,722 --> 00:10:20,488
revealed heightened stress.

197
00:10:20,523 --> 00:10:23,225
I only care to assist.
Want to assist?

198
00:10:23,260 --> 00:10:26,495
Get me access to whatever data's
in that room.

199
00:10:38,341 --> 00:10:41,476
Threat assessment: zero percent.

200
00:10:41,511 --> 00:10:45,146
Uh, thanks, Living Brain.
That was...

201
00:10:45,181 --> 00:10:48,316
So much for evidence!

202
00:10:48,351 --> 00:10:50,318
Spidey's gonna kill me.

203
00:10:50,353 --> 00:10:52,153
What is a Spidey?

204
00:10:52,188 --> 00:10:55,323
Spidey, short for "Spider-Man."

205
00:10:55,358 --> 00:10:58,727
Short for "He Who Will Wring
My Webs For Losing Evidence."

206
00:10:58,762 --> 00:11:00,896
I'm following
up on a lead for him.

207
00:11:06,369 --> 00:11:10,572
Will communication record
be of sufficient use?

208
00:11:10,607 --> 00:11:13,575
Like a call history?
Affirmative.

209
00:11:16,446 --> 00:11:18,246
Accessing root files.

210
00:11:18,281 --> 00:11:22,017
Date range activity available:
one year.

211
00:11:22,052 --> 00:11:24,352
One year?
I'll take last week!

212
00:11:24,387 --> 00:11:25,854
Affirmative.

213
00:11:25,889 --> 00:11:28,423
Oscorp sub-basement IP

214
00:11:28,458 --> 00:11:30,892
via digital voice record.

215
00:11:30,927 --> 00:11:33,395
Number of calls: ten.

216
00:11:33,430 --> 00:11:37,532
Someone here was receiving calls
from an Oscorp sub-basement?

217
00:11:37,567 --> 00:11:41,236
I know Oscorp,
and there's no sub-basement.

218
00:11:41,271 --> 00:11:43,571
Unless...

219
00:11:43,606 --> 00:11:45,573
it's another supersecret lab!

220
00:11:45,608 --> 00:11:49,244
Living Brain, you may have
just cracked this thing.

221
00:11:54,617 --> 00:11:58,486
Miles? Sorry to interrupt, but
me and the Living Brain...

222
00:11:58,521 --> 00:12:01,890
Hold up. What's that sound?

223
00:12:01,925 --> 00:12:03,959
You're riding the flying robot,
aren't you?

224
00:12:03,994 --> 00:12:06,728
Ya get a flying robot,
ya fly it.

225
00:12:06,763 --> 00:12:09,297
But that's not why I called.
Get this.

226
00:12:09,332 --> 00:12:11,766
Living Brain uncovered ten calls
logged from Oscorp

227
00:12:11,801 --> 00:12:14,135
to Jackal's lab
just this past week,

228
00:12:14,170 --> 00:12:16,404
all from some sub-basement.

229
00:12:16,439 --> 00:12:18,907
A secret lab.

230
00:12:18,942 --> 00:12:22,243
I have to call Harry Osborn.
Be careful, Miles.

231
00:12:24,848 --> 00:12:26,614
Come on, Harry.

232
00:12:26,649 --> 00:12:28,416
Where are you?

233
00:12:28,451 --> 00:12:30,418
Who could be behind all this?

234
00:12:30,453 --> 00:12:32,821
Maybe Norman's back. No.

235
00:12:32,856 --> 00:12:35,623
Harry?
That doesn't track.

236
00:12:35,658 --> 00:12:38,360
I mean, why now?
And for what?

237
00:12:38,395 --> 00:12:40,261
I gotta...

238
00:12:40,296 --> 00:12:41,329
Peter?

239
00:12:41,364 --> 00:12:45,600
Uh... what? Oh! Oh, where am I?

240
00:12:45,635 --> 00:12:48,636
I must've been, um,
s-s-sleepwalking?

241
00:12:48,671 --> 00:12:51,773
With your backpack?

242
00:12:51,808 --> 00:12:53,541
I, uh...

243
00:12:53,576 --> 00:12:56,144
I guess I take school
very seriously.

244
00:12:56,179 --> 00:12:57,813
Even in my dreams.

245
00:13:01,651 --> 00:13:03,118
Go to bed, Peter.

246
00:13:03,153 --> 00:13:06,188
I don't wanna see you awake
until tomorrow.

247
00:13:10,493 --> 00:13:12,861
You sure there's no cameras down here?

248
00:13:12,896 --> 00:13:16,231
Because as cool as all this
superspy stuff is,

249
00:13:16,266 --> 00:13:19,367
getting caught sneaking around
Oscorp is not on my schedule.

250
00:13:19,402 --> 00:13:21,736
Scans indicate basement clear.

251
00:13:21,771 --> 00:13:24,873
Sub-basement level ahead.

252
00:13:26,910 --> 00:13:29,744
And it looks like
you've hit your first glitch.

253
00:13:29,779 --> 00:13:33,749
This is a janitor's closet.

254
00:13:34,951 --> 00:13:37,485
Hey. L.B.

255
00:13:37,520 --> 00:13:39,487
Little room, yeah?

256
00:13:39,522 --> 00:13:41,523
You're invading my space bubble.

257
00:13:46,429 --> 00:13:50,165
An elevator?
Of course the supersecret lab

258
00:13:50,200 --> 00:13:53,168
is under the fake
janitor's closet.

259
00:13:53,203 --> 00:13:55,203
Winner, winner, chicken dinner!

260
00:13:55,238 --> 00:13:57,272
Goblin tech?

261
00:13:57,307 --> 00:14:00,508
But who's using this lab,
and how does it all connect?

262
00:14:00,543 --> 00:14:03,711
Chameleon's boss is running
his plans out of here.

263
00:14:03,746 --> 00:14:06,714
Who does that leave? Raymond
Warren's still a suspect.

264
00:14:06,749 --> 00:14:09,384
Harry's supposed
to be in Europe.

265
00:14:09,419 --> 00:14:12,087
I guess there's always
the ghost of Norman Osborn.

266
00:14:12,122 --> 00:14:15,590
Norman Osborn:
presumed deceased.

267
00:14:15,625 --> 00:14:18,026
Oh!

268
00:14:18,061 --> 00:14:21,029
I-I get reception down here?
Oh, nice!

269
00:14:21,064 --> 00:14:24,065
Spidey, guess
what we just found.

270
00:14:24,100 --> 00:14:27,068
Someone's been running the show
from this hidden Oscorp lab.

271
00:14:27,103 --> 00:14:29,204
All right.
I'm on my way.

272
00:14:29,239 --> 00:14:32,640
Don't. Dude, take the night off.
L.B. and I got this.

273
00:14:32,675 --> 00:14:35,243
I'll give you the play-by-play
tomorrow.

274
00:14:35,278 --> 00:14:39,314
You are not keeping me away.

275
00:14:40,650 --> 00:14:42,951
Hmm? Mm-hmm.

276
00:14:46,823 --> 00:14:49,791
G-Gwen!
What are you doing here?

277
00:14:49,826 --> 00:14:54,496
You're awake. I was bringing you the
homework you left on your desk.

278
00:14:54,531 --> 00:14:58,066
Oh, look. What a good
friend you have here.

279
00:14:58,101 --> 00:14:59,667
How nice is Gwen?

280
00:14:59,702 --> 00:15:03,705
Yeah. Awesome.

281
00:15:07,377 --> 00:15:09,511
According to the data
on these files,

282
00:15:09,546 --> 00:15:11,980
this lab's only been in use
since Norman's death.

283
00:15:12,015 --> 00:15:14,916
Wait. This folder
has multiple encryptions.

284
00:15:14,951 --> 00:15:16,818
"Hobgoblin"?

285
00:15:18,388 --> 00:15:21,623
No. "Harry."

286
00:15:21,658 --> 00:15:24,159
Guess the wrong
password too many times,

287
00:15:24,194 --> 00:15:26,761
- and the system could wipe itself.
- Affirmative.

288
00:15:26,796 --> 00:15:29,998
Someone with better knowledge
would be advisable.

289
00:15:30,033 --> 00:15:32,834
Spider-Man, perhaps?

290
00:15:32,869 --> 00:15:35,970
You're right. I'm
backing up the encrypted files.

291
00:15:36,005 --> 00:15:38,673
We can decode these back at the lab.

292
00:15:42,645 --> 00:15:47,682
This console is activated.
Living Brain, wait!

293
00:15:47,717 --> 00:15:50,818
Incoming:
multiple energy signatures

294
00:15:50,853 --> 00:15:52,954
in ventilation duct.

295
00:15:52,989 --> 00:15:56,291
Well, I hope Spidey got some
sleep, because now I do need help.

296
00:15:56,326 --> 00:15:58,393
Dialing... Aah!

297
00:15:58,428 --> 00:16:00,028
No!

298
00:16:00,063 --> 00:16:01,930
They are here.

299
00:16:03,199 --> 00:16:05,733
Mini Spider Slayers?

300
00:16:05,768 --> 00:16:08,770
Okay, well, guess it's just up
to you and me, L.B.

301
00:16:10,573 --> 00:16:12,740
Living Brain,
time to divide and conquer.

302
00:16:12,775 --> 00:16:15,911
I am here for assistance.

303
00:16:25,388 --> 00:16:26,922
Miles!

304
00:16:31,894 --> 00:16:35,697
Aunt May, mind if I talk science
with Gwen before she goes?

305
00:16:35,732 --> 00:16:39,734
Getting pretty sleepy.

306
00:16:39,769 --> 00:16:42,503
Sure thing, honey.

307
00:16:42,538 --> 00:16:44,906
And then, rest.

308
00:16:46,309 --> 00:16:47,775
I'm serious.

309
00:16:47,810 --> 00:16:49,911
We don't have a lot of time.

310
00:16:49,946 --> 00:16:53,582
Not a lot of time...
for science?

311
00:16:54,651 --> 00:16:56,718
Yeah. I can't explain.

312
00:16:56,753 --> 00:16:59,754
Can you cover for me
and keep Aunt May occupied?

313
00:16:59,789 --> 00:17:02,390
What? No way!
Do you know how much trouble...

314
00:17:02,425 --> 00:17:05,593
It's important.
Like, life-or-death important.

315
00:17:05,628 --> 00:17:08,196
Just trust me.
As a friend.

316
00:17:08,231 --> 00:17:11,566
How would I even distract her?

317
00:17:19,309 --> 00:17:22,910
My phone!

318
00:17:22,945 --> 00:17:25,246
Whoo! The alert got sent.

319
00:17:25,281 --> 00:17:28,783
Cavalry should
be on the way, L.B.

320
00:17:28,818 --> 00:17:32,820
Estimated wait time
for subject Cavalry?

321
00:17:32,855 --> 00:17:34,356
I actually have no clue.

322
00:17:39,595 --> 00:17:41,963
Did somebody call
for a web special?

323
00:17:47,704 --> 00:17:48,803
No!

324
00:17:48,838 --> 00:17:50,571
Oh, man, oh, man!

325
00:17:50,606 --> 00:17:53,741
Please be okay. Please be okay!

326
00:17:53,776 --> 00:17:57,145
The key to success?
It's all in the wrists.

327
00:17:58,281 --> 00:17:59,747
Wow.

328
00:17:59,782 --> 00:18:03,218
Thanks for showing me how to
make your famous pancakes.

329
00:18:07,690 --> 00:18:10,425
They're called "wheat cakes."

330
00:18:10,460 --> 00:18:13,628
Right.
That's what I meant.

331
00:18:15,231 --> 00:18:16,698
Aah!

332
00:18:18,501 --> 00:18:19,534
Huh?

333
00:18:19,569 --> 00:18:22,304
Rendering assistance.

334
00:18:28,177 --> 00:18:31,212
Spider Slayers remaining:

335
00:18:31,247 --> 00:18:32,780
zero.

336
00:18:32,815 --> 00:18:36,284
You're certainly...
efficient.

337
00:18:36,319 --> 00:18:39,787
Except when you're accidentally dropping
a Goblin Glider on my friend's head.

338
00:18:39,822 --> 00:18:43,458
Apologies for reckless behavior.

339
00:18:44,494 --> 00:18:46,461
Vital signs: strong.

340
00:18:46,496 --> 00:18:48,629
Scans reveal mild contusion.

341
00:18:48,664 --> 00:18:51,232
Chance of recovery: 100%.

342
00:18:51,267 --> 00:18:53,234
Would he like a tasty beverage?

343
00:18:53,269 --> 00:18:55,903
No. We gotta
get him outta here.

344
00:18:55,938 --> 00:18:59,574
Shall we collect the Energy
Focal Device before departing?

345
00:18:59,609 --> 00:19:02,243
"Energy Focal" what now?

346
00:19:02,278 --> 00:19:06,147
Computer scans indicate
a possible clue.

347
00:19:06,182 --> 00:19:08,850
Okay.

348
00:19:08,885 --> 00:19:12,320
Guess we can take it
back to Horizon for analysis.

349
00:19:12,355 --> 00:19:14,021
Is this the clue
that you and Miles...

350
00:19:16,926 --> 00:19:19,026
Ha ha ha.

351
00:19:19,061 --> 00:19:21,028
Followed my bread crumbs.

352
00:19:21,063 --> 00:19:24,031
Sought out those that aimed
to destroy you.

353
00:19:24,066 --> 00:19:26,200
Well, here I am.

354
00:19:26,235 --> 00:19:28,069
What?

355
00:19:28,104 --> 00:19:30,538
I don't understand.
Living Brain...

356
00:19:30,573 --> 00:19:35,376
Trapped in this shell, I've had time
to calculate a path of revenge.

357
00:19:35,411 --> 00:19:39,847
For I, Dr. Otto Octavius,
will take what is mine.

358
00:19:39,882 --> 00:19:41,849
Doc Ock?
How did you...

359
00:19:41,884 --> 00:19:44,619
During our last encounter,

360
00:19:44,654 --> 00:19:49,023
when I used the Neuro-Cortex to
expand my brain's capabilities,

361
00:19:49,058 --> 00:19:54,629
your attack forced my mind to
escape via Wi-Fi into my arms,

362
00:19:54,664 --> 00:19:57,965
downloading my consciousness.

363
00:19:58,000 --> 00:20:01,769
I survived, but was trapped
in a digital realm.

364
00:20:01,804 --> 00:20:06,741
However, with the resources afforded
me inside the Neuro-Cortex,

365
00:20:06,776 --> 00:20:10,144
I could still communicate
with the outside world.

366
00:20:10,179 --> 00:20:12,947
And that's how
I hired the Chameleon...

367
00:20:12,982 --> 00:20:18,619
all in order to keep the low-level
villains in line, and you occupied.

368
00:20:18,654 --> 00:20:20,955
Wear you down.

369
00:20:20,990 --> 00:20:24,592
I tricked those imbeciles
at Horizon

370
00:20:24,627 --> 00:20:27,762
into creating
a robotic body for me

371
00:20:27,797 --> 00:20:30,965
so I could take
more direct action.

372
00:20:31,000 --> 00:20:34,936
I followed your partner
to my associate's secret lab

373
00:20:34,971 --> 00:20:37,839
in hopes that you
would meet up with him.

374
00:20:37,874 --> 00:20:42,944
Then I led him here, to where the
final piece of my puzzle resides.

375
00:20:42,979 --> 00:20:46,447
Ha ha ha.
But again and again,

376
00:20:46,482 --> 00:20:49,183
he was too incompetent
to ask for your help,

377
00:20:49,218 --> 00:20:53,020
so I forced his hand.

378
00:20:54,323 --> 00:20:57,158
Your bedtime stories
need serious work, Ock.

379
00:20:58,758 --> 00:21:00,461
There's still life in you yet.

380
00:21:00,496 --> 00:21:03,097
Good.

381
00:21:04,515 --> 00:21:05,933
Why good?

382
00:21:05,968 --> 00:21:08,469
It's nice to know
you care, though.

383
00:21:08,504 --> 00:21:13,007
What benefit would it bring me
if you were destroyed?

384
00:21:13,042 --> 00:21:16,711
After all, I'd only
be hurting myself.

385
00:21:16,746 --> 00:21:19,113
What are you talking about?

386
00:21:19,148 --> 00:21:21,949
All you need to know is finally,

387
00:21:21,984 --> 00:21:26,053
my sweet revenge
is about to be complete.

388
00:21:29,723 --> 00:21:32,923
Sync and corrections by masaca
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