PETER: New Yorkers,
gotta love 'em. A crazy virus turns everyone
into spider monsters, but the next day they're
cleaning up and moving on. ONLOOKER: Look, it's
him, Spider-Man. [CHEERING] I had lots of help. We're all at our best
when we work together. We got your back, Webhead. The mess in the city
isn't the only thing that needs to be cleaned up. Time to repair some
personal damage. [MUSIC PLAYING] Harry, you're
experimenting by yourself? I told you I'd help. See those ruins at the top
of this building, that insult to the Osborn legacy? That's what happened the last
time you helped, Spider-Man. I understand why you're mad. We had to save the city. I never wanted to hurt
you or your family. Oh, yeah. Tell that to him. Harry, we all thought mixing
Anya's serum with my blood was the only way
to save your dad. We didn't know it'd have
any negative effects, nor did we have
any other options. Well, now he's getting worse. Have you tried analyzing the-- I'm trying everything,
but it'd be much easier to find a cure if you
hadn't blown up half the lab facilities in the building. That's why I want to help,
not as Spider-Man but as Peter Parker, your best friend. [FAINT EXPLOSION] Huh? What-- what is that? Go play hero. You're not wanted here. I'll-- I'll try
to be back soon. [MUSIC PLAYING] What happened? Some kind of monster smashed
up our science conference. It grabbed our keynote
speaker Max Modell. Not Max. Max, where are you? Uh oh. Doc Ock. Say goodbye to your
friend, Spider-Man. This is the last
chance you'll get. Max. Let him go! [PAGES FLIPPING] [THEME MUSIC] Didn't mommy octopus teach
you that capturing a genius isn't polite? Genius? [CHUCKLING] Everyone throws
that term around so loosely whereas I, an
indisputable genius, was continuously
stymied by lesser thinkers such as Max Modell. Stymied? Earth to Mr. Vocab, Max
funded your research and gave you a job at Horizon. Then he pulled his support,
practically driving me into the hands of that
megalomaniac Norman Osborn, who thought he could
steal what was rightfully mine. Well, Osborn learned you don't
mess with Doctor Octopus. [WINCING] Won't you start a fire, Ock? You wanna become fried calamari? [FIGHTING NOISES] DOC OCK: I do not
have time for this! I have one last item
on my to-do list. Minions, the Spider
thinks he can control what your master does. Talking to yourself. That's a good sign. I'm talking to them. [EXPLOSION] Whoa! Rhino, Vulture,
Spider-Slayer with upgrades? Someone's been a busy mad
scientist, and who's that? Metal Minion, Shiny Spider. Come on, Ock. I thought I was the only
arachnid in your life. I can assure you no expense
was spared in the transforming of Ollie Osnick into the Steel
Spider, a perfect addition to my Sinister Five. By the way, the Sinister Five
is a great name for a boy band. Mock all you want, Spider-Man! Modell's clock is ticking. [WINCING] Spider tracer. I know all your tricks. But do you know mine? [COUGHING] So much for getting
right back to help Harry. I've got another
round of trials, dad. Son-- Your vitals are
getting weaker. If one of these chemicals
can bond with your DNA, it should be effective at
counteracting the damage from Spider-Man's blood. But if not, it could take even
more out of you, maybe too much. Some risks must be taken. No, you're too weak. I'm not going to let my
cure be what destroys you. If only there were a
way to test it without-- wait. We're family. If it'll bond in my DNA,
it'll bond to yours. But I can't
experiment on myself. [COUGHING] Dad. I don't have a choice. I won't lose you again. Looks like I don't even
need a Spider Tracer, Ock. It's a good thing you don't
call yourself Doc Stealth. [CALLING] Vulture, did you say something? Couldn't hear you. Just kidding. You're super loud,
obnoxious really. It used to be much more chatty. Not sure I prefer the strong and
completely mind-controlled type. Guess Jackal gave up
his mind control devices as promised because really
I'm sure none of you would hang out
with Ock by choice. I'm no ornithologist,
but can vultures do that? I'd hate for you to be
scientifically inaccurate. Hey, let's ride share. You want me off? How about a little
follow the leader? Can't catch me. [GRUNTING] Not yet, birdbrain. Now to find Ock and Max. [WINCING] Steel Spider, right? No offense but I was an
arachnid before it was trendy. In fact, the whole city
turned to spiders, so you are really behind the curve. Man, you're so heavy
metal 'cause steel has an average density of around
8,000 kilograms per cubic meter. Yeah? Trust me, Ollie. If you weren't on mind
controlled right now, you'd think that
quip was hilarious. [WINCING] OK, that tornado
thing was crazy. How many more tricks can
metal disks really do? [SIZZLING] Electro shocks! Why do I always say
dumb things like that? [SIZZLING] I just remembered. I have another appointment. Can we continue this later? [WINCING] I don't have time to play
dodgeball with metal me. But maybe I do have
time for kickball. [WINCING] OK, now back to-- [LOW RUMBLING] What? Is it wrong that I'm hoping this
is a natural earthquake and not a rhino! [WINCING] Nope, nothing
natural about that. [MUSIC PLAYING] [GRUNTING] Not good enough. This has got to work. Harry, you're losing control. Shouldn't test on yourself. You're the one who taught me
true breakthroughs are always risky. I'm going to heal you. Whatever it takes. [MUSIC PLAYING] Can I have a timeout? Can anything stop him? [TRAIN WHISTLE] Maybe that train can. This might not be
the best science, but I'm pretty sure
trains beat rhinos. I know it's crazy-- [TRAIN WHISTLE] But crazy's better than nothing. [WINCING] [TRAIN WHISTLE] Oh. Sorry. Oh, that's gotta hurt. Oh, man. [LOW MOANING] OK. I admit that hurt. There's got to be an easier
way to get around town. [GROANING IN AGONY] Who am I kidding? Ock could be on the other
side of the city by now. Wait. Ock that secret lab
outside of Horizon. I saw it when we were teammates. Agh, we were teammates. That is such an
embarrassing memory now. There. Now with that giant brain genius
really be dumb enough to go to the one place I'd remember? Yep. Even giant brain geniuses
can be painfully predictable. Uh oh. [WINCING] Spider Slayer. OK, Spidey, you're beaten
up, but you got this. [CRASHING] [WINCING] Ahhh, you've arrived, which
means the first part of my plan is complete. First part? Let Max Modell go. But of course. Huh? It's just another one
of your tricks, Otto. Of course not. You are free to go, Modell. This was never about you. It was about
Spider-Man and wearing him down with my Sinister Five. And then I think
we've done that. Haven't we. MAX: Spider-Man! We're through
with you, Modell. Get him out of my sight. [STRUGGLING] No. Leave Spider-Man alone. [WINCING] DOC OCK: Oh, nice try, Webhead. But I believe the fight
has gone out of you. Don't be so sure, Ock. You and the Sinister
Five are coming with me. PETER: Oh, on the contrary. You are coming with me. And it is the Sinister Six now. [SINISTER CHUCKLING] What just hit us? DOC OCK: You were just hit by
the new masters of the city. [CHATTER] Behold the terrifying
might of my Sinister Six. Oh, I was right. That sounds so much
better than five. With this windfall, my
experiments will no longer be held back by lack of resources. The attack has come
completely out of nowhere, but the most shocking
turn of events, it appears Spider-Man is working
alongside these villains. If New York's hero has gone
bad, who will protect the city? Spider-Man? It's exactly what
I always believed Spider-Man would become. Dad, don't talk. You're still weak. No, son. Thanks to your hard
work and sacrifice, that cure did the trick. All traces of the spider DNA
have been removed from my body, and now you must remove
the Spider from the city. Clearly, he's the menace
I always said he was. What are you talking about? Son, a great man once said
a foolish consistency is the hobgoblin of little minds. Spider-Man has
consistently been a menace, and you must be the
goblin that opens his mind to the error of his ways. It doesn't make any sense. It betrays everything
Spider-Man stands for. It wasn't just
Spider-Man who saved New York from the spider virus. It was you, Harry. You're much more
than a scientist. You're a hero, and
now Spider-Man has finally shown his true colors. It's time for an Osborn to
finally stand up to him. Do you want to
truly make me proud? Stop Spider-Man. [HELICOPTER] DOC OCK: Yet another
mere annoyance. Get them! [MUSIC PLAYING] [WINCING] [SINISTER LAUGHING] Doctor Octopus, your
reign of terror ends here. [CHUCKLING] I don't know who you are, but
you clearly lack intelligence if you believe
you could possibly be a match for my Sinister Six. Destroy this imbecile! Don't let this clown
play you for fools. Get him! [WINCING] [FIGHTING NOISES] Ah, yes, I'll bring
you all to justice. You traitor. You were supposed to be a hero. DOC OCK: Even so-called
heroes aren't strong enough to resist my mind control. Mind control. [WINCING] Spider-Man, this isn't you. Ock's making you do this. I know I haven't
been your biggest fan and my dad is convinced
you're a menace, but if you're the person I hope
you are, you'll fight this. [WINCING] Peter, please. It's me Harry. Even after everything,
you're still my best friend. Don't-- [SCREAMING] Harry! [SCREAMING] [SIZZLING] Spidey, are you OK? You can fight off
one of my Sinister Six, but you cannot beat us all. This isn't about winning. It's about doing
the right thing. You fool. It's always about winning. [GROWLING] If you all can't play nice,
then you shouldn't play at all. You overcame my mind control? That is scientifically
impossible. Maybe your inventions
aren't as good as you think. [BLASTING] This is what I get
for relying on others. I'm the only one
with any competence. Everyone else is an idiot. Watch your back, Ock. [SCREAMING] Harry! We are not finished. PETER: I am. [MUSIC PLAYING] [CHUCKLING] Your targeting is
grotesquely inaccurate. Maybe if I was aiming at you. Octavius. He did this to us. [GROWLING] This ends now. Do not betray me. I helped you achieve greatness. You used us, and you will pay. [CRASHING] [SCREECHING] Harry. [LABORED BREATHING] I don't feel right. I just wanted to be a hero. Trust me. You are. I saw what you
did on the news. You were magnificent, Harry. Yes, he was. He saved my life, but I
think he might have gotten hurt in the fight with Ock. I'm OK. Really. You need to see a doctor. I will. You know, it was good to-- to work together. Yeah. Maybe we can do
this again sometime. [MUSIC PLAYING] I told you to
take Spider-Man out. You failed me. But, dad, it wasn't his fault.
He was being mind controlled. That's what he
wanted you to think. Don't you find it
suspicious he was the only one who could overcome
the mind control by himself? I inspired him. NORMAN: You're being naive. This was all Spider-Man's plan,
and he made Ock take the fall. Spider-Man is playing
New York City for fools, and it's time he
finally met his match. [MUSIC PLAYING]
