MARVEL Spider-Man (2017) s02e13 Episode Script
The Living Brain
1 [THUDDING FOOTSTEPS.]
[LIVING BRAIN.]
Finally, Spider-Man, my sweet revenge is about to be complete.
Your little friend can't help you now, web-head.
Doctor Octopus.
I don't believe it.
Is it really you? Who else would it be? My real body might remain in a coma, but this metal shell houses my most valuable asset my mind.
[GROANS.]
Downloading human consciousness [GRUNTS.]
into a robot body? That's supposed [GRUNTS.]
to be impossible.
Nothing is impossible.
It was a simple matter of amalgamating the encoded Wait.
I know what you're doing, Spider-Man.
What? I'm seriously interested.
Please, go on.
You are only attempting to buy yourself time.
But time is a luxury no longer available to you.
[GRUNTS.]
Aahh! Mental feedback! [GROANING.]
Let's get you outta here.
[GROANS.]
There is no escape from me, Spider-Man.
You'll thank me for this later! [GRUNTS.]
[GRUNTING.]
[LAUGHING.]
[PANTS, GRUNTS.]
Being a robot hasn't made you any less creepy, Ock.
[GRUNTS.]
This shell was a necessary tool to focus on my mission revenge against you.
Oh, how delightful it was to hide in plain sight [LAUGHING.]
masterminding all of this.
[GRUNTING.]
All I was missing was this Energy Focal Device I once designed for Osborn.
It gives my robotic form the power it needs for my endgame to come to fruition.
Wait.
So your big plan was to [GRUNTS.]
use some gizmo to zap me? This is [GRUNTS.]
a lot of effort to go through for one of your same old moves.
Oh, no.
This is so much more.
I am going to destroy the very essence of who you are.
I am going to take absolutely everything away from you, like you took everything away from me.
[SCREAMING.]
[SCREAMING.]
[GRUNTS.]
Oh, do not worry, Spider-Man.
The suffering will not last long.
[GROANS.]
You have terrible bedside manner, Doc.
[GRUNTS.]
Blast it! [GROANS.]
Time to take this outside.
[GRUNTS.]
You infuriate me! [GRUNTS.]
Need to get Ock away from Miles.
[GROANING.]
[GROANING CONTINUES.]
Your feeble attempts to defeat me are only going to make my victory all the sweeter.
[SIREN WAILING.]
[GROANS.]
This does not end here, web-head.
[POWERING DOWN.]
Trouble at Oscorp.
Look who's here.
Big shock.
[WEAKLY.]
Stop Have to stop Ock.
Inside My friend's inside.
Where's Señor Trunks? [EXHALES.]
Any idea what he's talking about? Maybe Spidey's finally lost his mind.
Let's bring all this in and let Chief Watanabe sort out the mess.
[SCOFFS.]
You bring a forklift? Look at this crazy thing.
Must be way too dangerous to store in the normal evidence lockup.
That's one of the reasons the city built this supervillain holding facility.
But all this mad science junk freaks me out.
[GROANS.]
Can't wait to get back to our usual beat.
Give me a mugger any day over all the superpowered maniacs they keep here.
Seriously.
[MAN.]
I'll tell you what.
[GASPS.]
It's about time someone brought this menace to justice.
All he's ever done is cause us trouble.
I bet the chief's not gonna keep that spider dude in supervillain holding for long.
She'll send him straight to the cellar.
[QUIETLY.]
Spidey's in holding? [CHIEF WATANABE.]
Wake up, sunshine! [GASPING.]
What? [GROANS.]
Where am I? [GROANS.]
Cuffs? One-way mirror? Harsh lighting? Things aren't coming up smelling like roses for Spidey, are they, Chief Watanabe? No, Spider-Man, they are not.
I was one of the only people in the city defending you.
I gave you a chance when everyone else in the world told me not to.
I really appreciate that.
And you showed that appreciation by breaking into Oscorp and blowing up a lab? [SIGHS.]
This is gonna sound crazy, but remember when you told me someone hired Chameleon? It was Doc Ock.
He's behind it all.
I got a lead on that Chameleon tech you showed me, but when I went to investigate I told you not to investigate anything without me.
You promised me you wouldn't.
Right.
Kind of forgot about that.
One of my officers said you mentioned Otto Octavius, so I checked up on him.
And guess what? He's still in a coma, like he has been for a couple of months.
It's way more complicated than that.
No, it's not.
It's simple.
I can no longer let a vigilante like you operate in our streets.
I'm formally arresting you.
And like any criminal in our holding cell, there are no secret identities.
Unmask, Spider-Man.
It's time we found out who you are.
I I can't.
You're either gonna take that mask off now, or I'm gonna remove it by force.
[SIGHS.]
[SIGHING.]
[ALARM BLARING.]
What? Emergency power's kicked in.
[ALARM CONTINUES BLARING.]
This can't be good.
[GRUNTS.]
Ow! [GROANS.]
Okay.
The supervillain holding facility slams shut right when Spidey's taken inside.
Oh, no way this is on the level.
I need in! It's not just emergency power.
This is lockdown a protocol in case a supervillain tries to escape.
It wasn't me.
You're my witness for when J.
Jonah Jameson tries to blame this on me.
[BEEPS.]
Chief to Control.
Status report, now.
He's probably blocking the comm channel.
You think someone's hacked our system? Yeah.
And I have eight guesses about who it is.
I told you there is no escape from me, Spider-Man.
But now you have a mission.
Come and find me.
Face Doctor Octopus before I destroy this building and everyone trapped inside.
Destroy them? How? There was more than enough tech in here to fashion a bomb.
One with a countdown, just to liven up the entire situation.
You have 15 minutes, Spider-Man.
[LAUGHS.]
Doesn't look like I'm gonna need those other seven guesses.
[LIVING BRAIN.]
The clock is ticking, Spider-Man.
If you want to save the lives of everyone in this building, come and find me.
Couldn't Ock get into model trains or something? Why does his favorite hobby have to be my destruction? Despite all logic, looks like your claims about Ock are true.
Is it against the law to say, "I told you so," to the chief of police? I should've trusted my gut, Spider-Man.
I should've trusted you.
How did Ock even get inside here? Ock's mind isn't inside his body.
It's in the Living Brain, the robot that was taken in when I was arrested.
The officers would've put it in the evidence lockup.
So let's do this.
[STRAINING.]
[GRUNTS.]
All this [PANTING.]
spider strength and not [PANTING.]
even a dent? I guess this place was designed to withstand a superpowered attack.
But maybe overloading the energy supply could pop this joint open.
Electro-sting time! [BEEPS.]
[LIVING BRAIN.]
Where are you, Spider-Man? Only 11 minutes left, so I would pick up the pace, if I were you.
So many innocent lives rest in the hands of Doctor Octopus.
Doc Ock? Oh, man! This situation just got every kind of even worse.
[CRYING OUT.]
Aah! [GRUNTS.]
[THUD.]
[GROANING.]
I'm gonna need some help.
This is the fastest way.
Through the holding cells.
Okay, what are the odds those two open cells are for the inmates on good behavior? Ock must've remotely sprung the doors.
Who was in them? Electrical insulation? Scorch marks? Oh, this cell's gotta be for someone who [WOMAN LAUGHS.]
- Oh, no.
- Oh, yes.
[LAUGHS.]
Well, Electro, looks like you're the bright spot in my day.
[EVIL LAUGHTER.]
So what do you think? Did it occur to you that reprogramming an access panel might be easier before you fried it? I was conducting an experiment.
In conduction.
[SHEEPISH CHUCKLE.]
[SCOFFS.]
How can Ock be in there, Miles? I saw him in a coma myself.
It just doesn't make any Wait.
[MILES.]
Yes! No! [GROWLS.]
So you're gonna be that way, huh, door? Fine.
We don't need you.
We can find a different way in.
[LAUGHS.]
[YELLS.]
[GRUNTING.]
You're falling apart, Spidey.
Plus, let's face it, loser, you only beat me last time 'cause you built some fancy containment suit.
But where's your suit now? I must have left it at the dry cleaners.
And since I don't think you're gonna give me time to go pick it up [GRUNTING.]
[YELLS.]
[YELLS, GRUNTS.]
I thought I might try a little web improvisation.
Huh? Aah! Hot! Hot, hot, hot, hot, hot! - Spidey, get her contained! - I can't! She's right.
Last time I only beat her because I had special equipment.
We have special equipment here too.
Of course! Oh, no, you don't! [GRUNTS.]
[YELLS.]
It's not as cool as my Electro suit, but it'll do.
[BOTH GRUNTING.]
[GROWLS.]
Spider-Man, I'll make you "Make you a nice ice cream sundae," [BLOWS LANDING.]
is how she was gonna finish that sentence.
Probably.
[GRUNTS.]
Taking the panel offline means Ock can't open it remotely again.
Good thinking, Chief.
Guess we make a pretty good team.
Up high.
Maybe.
But don't forget, there were two open doors.
[SIGHS.]
[BOTH PANTING.]
Whoa! [GROANS.]
Whoa, there, hero.
Sorry.
I've been going nonstop for days.
Passing out when they arrested me is the closest thing I've had to sleep in forever.
[SIGHS.]
I've been hammered by villain after villain, day after day.
I I gotta be honest, Chief.
I don't know if I've got the strength to do this.
There's a reason I've held off on bringing you in.
I've been assembling a file on you.
And if there's one thing everyone says about Spider-Man, it's that I'm really cute and loveable? That when things are at their worst, Spider-Man always rises to his best.
You're You're right.
This isn't the time to give up.
A nice sentiment.
[GASPS.]
Beetle! The other open cell! That's right.
And while you were distracted with that electric loon, I managed to get my confiscated gear, along with a few other toys.
Say good-bye to your friend, Spider-Man.
[SPIDER-MAN.]
No! Say good-bye to your friend, Spider-Man.
No! [GRUNTS.]
[GRUNTS.]
[BOTH GRUNT.]
Spidey, you okay? Totally fine, except that I hate candy corn.
Who would make a gun that shoots candy corn? Oh-ho, so you haven't met Jack O'Lantern.
The police must've confiscated his weapons.
He's the worst.
Everything's Halloween with that doofus.
[ANGRY GRUNT.]
Never trust someone else's gear.
[YELLS.]
[GRUNTING.]
Especially when my own will do the job.
Micro-grenades! [GRUNTS, YELLS.]
[GRUNTS.]
[YELLS.]
Get off! [SPIDER-MAN.]
Chief! [GRUNTS, GROANS.]
Chief! [YELLS.]
[GROANS.]
[GROANS.]
Don't worry, bug.
After I'm done with you, I'll finish her off too! [GRUNTING.]
Aah! See? We don't need that stupid door.
Idiota! Anya, you realize that the door's not after you personally? Says you.
Almost in the air ventilation operating system.
Get ready with the malware patch.
[EXPLOSIONS.]
Were those explosions? We have to hurry.
Okay.
You've got an open slot.
I see it.
Intrusion file in three, two, one Yes! Sciencing our way in! All right.
Thanks for your help, Anya.
Now I gotta get to work.
[ANYA.]
You think I'm gonna let you save Spidey by yourself? No offense, but this is definitely gonna be a fight that calls for spider powers.
Yeah.
I know.
So good news.
You get to team up with Spider-Girl! Uh, s So, you, uh Uh, I didn't, uh [EXPLOSION.]
Whoa! W-Wait up! [GRUNTING.]
Whoa! [BOTH GRUNTING.]
Come on, Beetle.
Stop being such a pest! [BOTH GRUNTING.]
[YELLS.]
[GROANS.]
You're really off your game, Spider.
I was hoping for a bit more of a fair fight.
Huh? Surprise! What is this, a bug party? [YELLS.]
[BOTH GRUNT.]
[GRUNTS.]
[GRUNTS.]
[YELLS.]
[GRUNTS.]
[YELLS.]
[GRUNTS.]
Oh, man.
Another spider? [BOTH GRUNTING.]
I must be so out of it, I've got double-spider vision.
[MILES.]
No.
Spider-Girl's really here.
[CRIES OUT, GROANS.]
And she's legit! [YELLS.]
[YELLS.]
[GROANS.]
Miles heard Ock earlier.
We know the clock's ticking, Spidey.
We'll handle this guy.
Go stop Ock! Thanks Spider-Girl.
[COMPUTERS BEEPING.]
The Living Brain! The bomb! [PANTING.]
Gotta defuse it.
Ugh! But where could it be? [PANTING.]
[BEEPING.]
Gotta find it! [BEEPING CONTINUES.]
Huh? What's that? Spider-Man! So predictable.
Ock? [GRUNTS, GROANS.]
This bomb has to be deactivated.
If it goes off, everyone in the building will be destroyed, including you in that tin box you're scooting around in! Do not concern yourself with such a triviality.
[GRUNTING.]
As soon as I've defeated you, I'll take care of the bomb myself, as per my plan.
[GRUNTS.]
I hope your new appliance came with a warranty.
This mere metal frame was never meant to be a long-term vehicle for my precious mind.
No.
I've had my eye on a much better model.
[GRUNTS, GROANS.]
[GROANING.]
Fighting you put my original body into a coma.
Aah! You owe me a new one.
[SPIDER-MAN GROANING WEAKLY.]
Something spider-powered, perhaps? Wait.
What are you What are you saying? [LIVING BRAIN LAUGHING.]
From inside the circuits of the Neuro-Cortex, I placed a bounty on your head.
I never believed any of those newbie villains would take you down.
I just needed your defenses worn out, [SPIDER-MAN STRAINING.]
making you susceptible to the download of my mind into your body, permanently! [SPIDER-MAN SCREAMING.]
[GRUNTING.]
[STRAINING.]
Sorry, Ock [GRUNTS.]
but this body is already occupied! [GRUNTS.]
[GROANS, GASPS.]
[BEEPING CONTINUES.]
[GROANS.]
You don't play well with others.
I'm taking away your toys.
You'll pay for [MUFFLED GRUNT.]
You are in time-out.
[MUFFLED GRUNTING.]
Wow, Spider-Girl.
I'm impressed.
You're a natural.
[CHUCKLES.]
Well, you and Spidey haven't set bad examples.
Hey! The facility's computer nerve center! Let's see if we can cancel the lockdown from in here.
Huh? [BOTH.]
Huh? [PEOPLE PANTING, GRUNTING.]
[GROANING.]
[GRUNTS.]
Don't have much time left.
We gotta get back in and help Spidey.
[PEOPLE GASP.]
[YELLS.]
[GRUNTS, YELLS.]
[BEEPING CONTINUES.]
[SIRENS WAILING.]
[MILES.]
Spider-Man, yeah! [PEOPLE CHEERING.]
Way to go, man! [HORN BLARES.]
[CHEERING CONTINUES.]
You did it, Spider-Man.
They don't think he's a menace today.
Maybe people will finally see Spidey for who he really is.
[THUNDERCLAP.]
[THUNDER RUMBLING.]
[DOCTOR OCTOPUS'S VOICE.]
The fools! No one even suspects that the genius of Dr.
Otto Octavius has won the day! Spider-Man is no more.
My mind in this body, Doctor Octopus is now Spider-Man! [THUNDERCLAP.]
[PETER.]
Hello? Hello? Hello? Is anyone there? Where am I? [THUNDERCLAP.]
[LIVING BRAIN.]
Finally, Spider-Man, my sweet revenge is about to be complete.
Your little friend can't help you now, web-head.
Doctor Octopus.
I don't believe it.
Is it really you? Who else would it be? My real body might remain in a coma, but this metal shell houses my most valuable asset my mind.
[GROANS.]
Downloading human consciousness [GRUNTS.]
into a robot body? That's supposed [GRUNTS.]
to be impossible.
Nothing is impossible.
It was a simple matter of amalgamating the encoded Wait.
I know what you're doing, Spider-Man.
What? I'm seriously interested.
Please, go on.
You are only attempting to buy yourself time.
But time is a luxury no longer available to you.
[GRUNTS.]
Aahh! Mental feedback! [GROANING.]
Let's get you outta here.
[GROANS.]
There is no escape from me, Spider-Man.
You'll thank me for this later! [GRUNTS.]
[GRUNTING.]
[LAUGHING.]
[PANTS, GRUNTS.]
Being a robot hasn't made you any less creepy, Ock.
[GRUNTS.]
This shell was a necessary tool to focus on my mission revenge against you.
Oh, how delightful it was to hide in plain sight [LAUGHING.]
masterminding all of this.
[GRUNTING.]
All I was missing was this Energy Focal Device I once designed for Osborn.
It gives my robotic form the power it needs for my endgame to come to fruition.
Wait.
So your big plan was to [GRUNTS.]
use some gizmo to zap me? This is [GRUNTS.]
a lot of effort to go through for one of your same old moves.
Oh, no.
This is so much more.
I am going to destroy the very essence of who you are.
I am going to take absolutely everything away from you, like you took everything away from me.
[SCREAMING.]
[SCREAMING.]
[GRUNTS.]
Oh, do not worry, Spider-Man.
The suffering will not last long.
[GROANS.]
You have terrible bedside manner, Doc.
[GRUNTS.]
Blast it! [GROANS.]
Time to take this outside.
[GRUNTS.]
You infuriate me! [GRUNTS.]
Need to get Ock away from Miles.
[GROANING.]
[GROANING CONTINUES.]
Your feeble attempts to defeat me are only going to make my victory all the sweeter.
[SIREN WAILING.]
[GROANS.]
This does not end here, web-head.
[POWERING DOWN.]
Trouble at Oscorp.
Look who's here.
Big shock.
[WEAKLY.]
Stop Have to stop Ock.
Inside My friend's inside.
Where's Señor Trunks? [EXHALES.]
Any idea what he's talking about? Maybe Spidey's finally lost his mind.
Let's bring all this in and let Chief Watanabe sort out the mess.
[SCOFFS.]
You bring a forklift? Look at this crazy thing.
Must be way too dangerous to store in the normal evidence lockup.
That's one of the reasons the city built this supervillain holding facility.
But all this mad science junk freaks me out.
[GROANS.]
Can't wait to get back to our usual beat.
Give me a mugger any day over all the superpowered maniacs they keep here.
Seriously.
[MAN.]
I'll tell you what.
[GASPS.]
It's about time someone brought this menace to justice.
All he's ever done is cause us trouble.
I bet the chief's not gonna keep that spider dude in supervillain holding for long.
She'll send him straight to the cellar.
[QUIETLY.]
Spidey's in holding? [CHIEF WATANABE.]
Wake up, sunshine! [GASPING.]
What? [GROANS.]
Where am I? [GROANS.]
Cuffs? One-way mirror? Harsh lighting? Things aren't coming up smelling like roses for Spidey, are they, Chief Watanabe? No, Spider-Man, they are not.
I was one of the only people in the city defending you.
I gave you a chance when everyone else in the world told me not to.
I really appreciate that.
And you showed that appreciation by breaking into Oscorp and blowing up a lab? [SIGHS.]
This is gonna sound crazy, but remember when you told me someone hired Chameleon? It was Doc Ock.
He's behind it all.
I got a lead on that Chameleon tech you showed me, but when I went to investigate I told you not to investigate anything without me.
You promised me you wouldn't.
Right.
Kind of forgot about that.
One of my officers said you mentioned Otto Octavius, so I checked up on him.
And guess what? He's still in a coma, like he has been for a couple of months.
It's way more complicated than that.
No, it's not.
It's simple.
I can no longer let a vigilante like you operate in our streets.
I'm formally arresting you.
And like any criminal in our holding cell, there are no secret identities.
Unmask, Spider-Man.
It's time we found out who you are.
I I can't.
You're either gonna take that mask off now, or I'm gonna remove it by force.
[SIGHS.]
[SIGHING.]
[ALARM BLARING.]
What? Emergency power's kicked in.
[ALARM CONTINUES BLARING.]
This can't be good.
[GRUNTS.]
Ow! [GROANS.]
Okay.
The supervillain holding facility slams shut right when Spidey's taken inside.
Oh, no way this is on the level.
I need in! It's not just emergency power.
This is lockdown a protocol in case a supervillain tries to escape.
It wasn't me.
You're my witness for when J.
Jonah Jameson tries to blame this on me.
[BEEPS.]
Chief to Control.
Status report, now.
He's probably blocking the comm channel.
You think someone's hacked our system? Yeah.
And I have eight guesses about who it is.
I told you there is no escape from me, Spider-Man.
But now you have a mission.
Come and find me.
Face Doctor Octopus before I destroy this building and everyone trapped inside.
Destroy them? How? There was more than enough tech in here to fashion a bomb.
One with a countdown, just to liven up the entire situation.
You have 15 minutes, Spider-Man.
[LAUGHS.]
Doesn't look like I'm gonna need those other seven guesses.
[LIVING BRAIN.]
The clock is ticking, Spider-Man.
If you want to save the lives of everyone in this building, come and find me.
Couldn't Ock get into model trains or something? Why does his favorite hobby have to be my destruction? Despite all logic, looks like your claims about Ock are true.
Is it against the law to say, "I told you so," to the chief of police? I should've trusted my gut, Spider-Man.
I should've trusted you.
How did Ock even get inside here? Ock's mind isn't inside his body.
It's in the Living Brain, the robot that was taken in when I was arrested.
The officers would've put it in the evidence lockup.
So let's do this.
[STRAINING.]
[GRUNTS.]
All this [PANTING.]
spider strength and not [PANTING.]
even a dent? I guess this place was designed to withstand a superpowered attack.
But maybe overloading the energy supply could pop this joint open.
Electro-sting time! [BEEPS.]
[LIVING BRAIN.]
Where are you, Spider-Man? Only 11 minutes left, so I would pick up the pace, if I were you.
So many innocent lives rest in the hands of Doctor Octopus.
Doc Ock? Oh, man! This situation just got every kind of even worse.
[CRYING OUT.]
Aah! [GRUNTS.]
[THUD.]
[GROANING.]
I'm gonna need some help.
This is the fastest way.
Through the holding cells.
Okay, what are the odds those two open cells are for the inmates on good behavior? Ock must've remotely sprung the doors.
Who was in them? Electrical insulation? Scorch marks? Oh, this cell's gotta be for someone who [WOMAN LAUGHS.]
- Oh, no.
- Oh, yes.
[LAUGHS.]
Well, Electro, looks like you're the bright spot in my day.
[EVIL LAUGHTER.]
So what do you think? Did it occur to you that reprogramming an access panel might be easier before you fried it? I was conducting an experiment.
In conduction.
[SHEEPISH CHUCKLE.]
[SCOFFS.]
How can Ock be in there, Miles? I saw him in a coma myself.
It just doesn't make any Wait.
[MILES.]
Yes! No! [GROWLS.]
So you're gonna be that way, huh, door? Fine.
We don't need you.
We can find a different way in.
[LAUGHS.]
[YELLS.]
[GRUNTING.]
You're falling apart, Spidey.
Plus, let's face it, loser, you only beat me last time 'cause you built some fancy containment suit.
But where's your suit now? I must have left it at the dry cleaners.
And since I don't think you're gonna give me time to go pick it up [GRUNTING.]
[YELLS.]
[YELLS, GRUNTS.]
I thought I might try a little web improvisation.
Huh? Aah! Hot! Hot, hot, hot, hot, hot! - Spidey, get her contained! - I can't! She's right.
Last time I only beat her because I had special equipment.
We have special equipment here too.
Of course! Oh, no, you don't! [GRUNTS.]
[YELLS.]
It's not as cool as my Electro suit, but it'll do.
[BOTH GRUNTING.]
[GROWLS.]
Spider-Man, I'll make you "Make you a nice ice cream sundae," [BLOWS LANDING.]
is how she was gonna finish that sentence.
Probably.
[GRUNTS.]
Taking the panel offline means Ock can't open it remotely again.
Good thinking, Chief.
Guess we make a pretty good team.
Up high.
Maybe.
But don't forget, there were two open doors.
[SIGHS.]
[BOTH PANTING.]
Whoa! [GROANS.]
Whoa, there, hero.
Sorry.
I've been going nonstop for days.
Passing out when they arrested me is the closest thing I've had to sleep in forever.
[SIGHS.]
I've been hammered by villain after villain, day after day.
I I gotta be honest, Chief.
I don't know if I've got the strength to do this.
There's a reason I've held off on bringing you in.
I've been assembling a file on you.
And if there's one thing everyone says about Spider-Man, it's that I'm really cute and loveable? That when things are at their worst, Spider-Man always rises to his best.
You're You're right.
This isn't the time to give up.
A nice sentiment.
[GASPS.]
Beetle! The other open cell! That's right.
And while you were distracted with that electric loon, I managed to get my confiscated gear, along with a few other toys.
Say good-bye to your friend, Spider-Man.
[SPIDER-MAN.]
No! Say good-bye to your friend, Spider-Man.
No! [GRUNTS.]
[GRUNTS.]
[BOTH GRUNT.]
Spidey, you okay? Totally fine, except that I hate candy corn.
Who would make a gun that shoots candy corn? Oh-ho, so you haven't met Jack O'Lantern.
The police must've confiscated his weapons.
He's the worst.
Everything's Halloween with that doofus.
[ANGRY GRUNT.]
Never trust someone else's gear.
[YELLS.]
[GRUNTING.]
Especially when my own will do the job.
Micro-grenades! [GRUNTS, YELLS.]
[GRUNTS.]
[YELLS.]
Get off! [SPIDER-MAN.]
Chief! [GRUNTS, GROANS.]
Chief! [YELLS.]
[GROANS.]
[GROANS.]
Don't worry, bug.
After I'm done with you, I'll finish her off too! [GRUNTING.]
Aah! See? We don't need that stupid door.
Idiota! Anya, you realize that the door's not after you personally? Says you.
Almost in the air ventilation operating system.
Get ready with the malware patch.
[EXPLOSIONS.]
Were those explosions? We have to hurry.
Okay.
You've got an open slot.
I see it.
Intrusion file in three, two, one Yes! Sciencing our way in! All right.
Thanks for your help, Anya.
Now I gotta get to work.
[ANYA.]
You think I'm gonna let you save Spidey by yourself? No offense, but this is definitely gonna be a fight that calls for spider powers.
Yeah.
I know.
So good news.
You get to team up with Spider-Girl! Uh, s So, you, uh Uh, I didn't, uh [EXPLOSION.]
Whoa! W-Wait up! [GRUNTING.]
Whoa! [BOTH GRUNTING.]
Come on, Beetle.
Stop being such a pest! [BOTH GRUNTING.]
[YELLS.]
[GROANS.]
You're really off your game, Spider.
I was hoping for a bit more of a fair fight.
Huh? Surprise! What is this, a bug party? [YELLS.]
[BOTH GRUNT.]
[GRUNTS.]
[GRUNTS.]
[YELLS.]
[GRUNTS.]
[YELLS.]
[GRUNTS.]
Oh, man.
Another spider? [BOTH GRUNTING.]
I must be so out of it, I've got double-spider vision.
[MILES.]
No.
Spider-Girl's really here.
[CRIES OUT, GROANS.]
And she's legit! [YELLS.]
[YELLS.]
[GROANS.]
Miles heard Ock earlier.
We know the clock's ticking, Spidey.
We'll handle this guy.
Go stop Ock! Thanks Spider-Girl.
[COMPUTERS BEEPING.]
The Living Brain! The bomb! [PANTING.]
Gotta defuse it.
Ugh! But where could it be? [PANTING.]
[BEEPING.]
Gotta find it! [BEEPING CONTINUES.]
Huh? What's that? Spider-Man! So predictable.
Ock? [GRUNTS, GROANS.]
This bomb has to be deactivated.
If it goes off, everyone in the building will be destroyed, including you in that tin box you're scooting around in! Do not concern yourself with such a triviality.
[GRUNTING.]
As soon as I've defeated you, I'll take care of the bomb myself, as per my plan.
[GRUNTS.]
I hope your new appliance came with a warranty.
This mere metal frame was never meant to be a long-term vehicle for my precious mind.
No.
I've had my eye on a much better model.
[GRUNTS, GROANS.]
[GROANING.]
Fighting you put my original body into a coma.
Aah! You owe me a new one.
[SPIDER-MAN GROANING WEAKLY.]
Something spider-powered, perhaps? Wait.
What are you What are you saying? [LIVING BRAIN LAUGHING.]
From inside the circuits of the Neuro-Cortex, I placed a bounty on your head.
I never believed any of those newbie villains would take you down.
I just needed your defenses worn out, [SPIDER-MAN STRAINING.]
making you susceptible to the download of my mind into your body, permanently! [SPIDER-MAN SCREAMING.]
[GRUNTING.]
[STRAINING.]
Sorry, Ock [GRUNTS.]
but this body is already occupied! [GRUNTS.]
[GROANS, GASPS.]
[BEEPING CONTINUES.]
[GROANS.]
You don't play well with others.
I'm taking away your toys.
You'll pay for [MUFFLED GRUNT.]
You are in time-out.
[MUFFLED GRUNTING.]
Wow, Spider-Girl.
I'm impressed.
You're a natural.
[CHUCKLES.]
Well, you and Spidey haven't set bad examples.
Hey! The facility's computer nerve center! Let's see if we can cancel the lockdown from in here.
Huh? [BOTH.]
Huh? [PEOPLE PANTING, GRUNTING.]
[GROANING.]
[GRUNTS.]
Don't have much time left.
We gotta get back in and help Spidey.
[PEOPLE GASP.]
[YELLS.]
[GRUNTS, YELLS.]
[BEEPING CONTINUES.]
[SIRENS WAILING.]
[MILES.]
Spider-Man, yeah! [PEOPLE CHEERING.]
Way to go, man! [HORN BLARES.]
[CHEERING CONTINUES.]
You did it, Spider-Man.
They don't think he's a menace today.
Maybe people will finally see Spidey for who he really is.
[THUNDERCLAP.]
[THUNDER RUMBLING.]
[DOCTOR OCTOPUS'S VOICE.]
The fools! No one even suspects that the genius of Dr.
Otto Octavius has won the day! Spider-Man is no more.
My mind in this body, Doctor Octopus is now Spider-Man! [THUNDERCLAP.]
[PETER.]
Hello? Hello? Hello? Is anyone there? Where am I? [THUNDERCLAP.]