02x20 - Ock Tower/Outsmarted by Art

[bunniefuu]

♪♪

♪ They can climb great heights
to do what's right ♪

♪ The Spidey team
is on the scene ♪

♪ Swinging, spinning
crawling the walls ♪

♪ The Spidey crew do it all ♪

♪ They're your friendly
neighborhood spiders ♪

♪ And their teamwork
can't be tighter ♪

-♪ Whoa-oh! ♪
-♪ Hoo-hoo! ♪

♪ Whoa-oh-oh-oh-oh! ♪

♪ Go, webs, go! ♪

♪ Hoo-hoo! ♪

♪ Whoa-oh-oh-oh-oh! ♪

♪ It's time to Spidey swing ♪

♪ With Spidey
and his amazing... ♪

♪ Spidey and his friends ♪

♪ They're your friendly
neighborhood spiders ♪

-♪ Whoa-oh! ♪
-♪ Hoo-hoo! ♪

♪ Whoa-oh-oh-oh-oh! ♪

♪ Go, webs, go! ♪

♪ Hoo-hoo! ♪

♪ Whoa-oh-oh-oh-oh! ♪

♪ It's time to Spidey swing ♪

♪ With Spidey
and his amazing... ♪

♪ Spidey and his amazing... ♪

♪ Spidey
and his amazing friends! ♪

DOC OCK: Ock Tower!

Thanks for letting me
use your workshop, Tony.

I'm almost done
repairing this web-sh**t.

Sure thing, Peter.

And... there.

The volume control
on this floating music player

is all fixed up.
Just gotta turn it on, and--

-[music blasting]
-Whoa!

[TRACE-E chirps]

-[turns off music]
-Sorry, TRACE-E.

I guess it's not fixed
after all.

Oops! [chuckling]

Sorry! I was reaching
for the screwdriver.

Well, I was just
reaching for the wrench.

I'll just-- [turns on player]

-[music blasting]
-Whoa!

Whoa! [chuckling]

Oops.

I guess it's a little crowded

with me here, huh?

[chuckling] A little bit,

but now that you mention it,

I've been working
on the solution

to that very problem.

I wasn't gonna show it to you

till it was done, but...

check it out.

Your own special
Spidey workspace,

and once it's done,

there'll be plenty of room

in here for both of us.

Wow, that is so cool!

Thanks for sharing
your workshop with me, Tony.

Hey, everything's better
when you share it, right?

[chirping]

SPIDEY: Whoops!

-You okay, TRACE-E?
-[chirping]

It's still a little messy

from all the construction.

Good thing I got this.

[powering up]

SPIDEY: Okay, now what is that?

I call it the Magnetic Mop.

You see, magnets attract metal,

so get a load of this.

[chirping in distress]

Whoa!

[mop powering down]

Uh, you might want
to stand back, TRACE-E.

Yeah, you've got metal parts.

[chirping]

I'll just finish cleaning up.

-[mop powering up]
-Whoa!

And drop all the mess
right here for recycling.

[TRACE-E chirping]

Cool, huh?

Nice!

[alert beeping]

WEB-STER:
Webs up! Spidey Alert!

There's trouble
at the playground.

Thanks, WEB-STER.

Time to Spidey swing.

And time to suit up.

We'll be back soon, TRACE-E.

[chirping]

Go, webs, go!

Lead the way, Spidey!

Octobots! Run!

Hey, we were playing here!

You're supposed
to wait your turn!

[warbling menacingly]

[clattering]

And now they broke it!

IRON MAN: Octobots.

Come on, I'll distract 'em.

And I'll web 'em up.

Hey, octobots, come and get me!

Ha! I'm over here.

No, I'm right here! Whoops!

Yoo-hoo! Octobots!

H'yah!

SPIDEY: Gotcha!

IRON MAN:
Now, let's fix that see-saw.

Hup! H'yah!

Ah... that'll hold it in place.

The playground
is back open, kids!

Thanks, Spidey!

Thanks, Iron Man!

SPIDEY: You're welcome.

Well, that was easy.

IRON MAN:
Maybe a little too easy.

Where's Doc Ock?

SPIDEY: Good question.
They are her octobots,

but she's not here.

IRON MAN: Hmm... Well,
let's go back to my place

and see if we can
track her down.

As soon as we're inside,

I'll have my computer
scan the city, and--

SPIDEY: Whoa!

-IRON MAN: Oh!
-SPIDEY: What was that?

IRON MAN:
Some kind of force field.

[grunting with effort]

[giggles] Oh, hello!

Welcome to my beautiful home,
Iron Man.

-SPIDEY: Doc Ock!
-IRON MAN: So there you are!

[CAL trilling]

Thank you, CAL.

Nothing like a cool
glass of lemonade

on a hot day. [slurping]

IRON MAN:
What are you doing in my house?

I stopped by for a swim
and decided to stay.

The octobots at the park,

they were just to lure us away!

Oh, you figured it out.

Stark Tower is now Ock Tower!

Your place
and all your inventions

are mine, mine, mine!

[cackling]

That's not happening.

Your lasers are useless
against my force field.

It's far too strong.

[cackling]

SPIDEY: You won't
get away with this!

I already did.

Now it's time to use
some Iron Man technology

on a very special project
for CAL.

[CAL trilling]

Buh bye!

[TRACE-E chirping sadly]

[gasping] TRACE-E!

We need to get her out of there!

IRON MAN: Yeah, and to do that,

we'll have to get past
that force field.

Hey, wait a minute.

Check it out.

The force field only covers
the top floor of my house.

SPIDEY: That's great!

So we can get in
through this door.

IRON MAN: Yeah,
but the only way to unlock it

is with that keypad,

which is on the inside.

SPIDEY: If TRACE-E
can get down to the lower level,

she can let us in.

IRON MAN:
And we could rescue her

and get rid of Doc Ock!

[bots trilling]

[chirping fearfully]

TRACE-E, it's me.

-[chirping]
-SPIDEY: Don't worry,

we'll get you out of there,

but we need your help.

You need to go down
to the lower level,

unlock the door,

and let us in.

[chirping]

I know you're scared
of the octobots, TRACE-E,

but you can sneak past them.

-I believe in you!
-IRON MAN: Um,

speaking of octobots,

-watch out!
-H'yup!

H'yah!

IRON MAN: I got this.

I'll confuse 'em.

Hup! H'yah!

[powering down]

So much for these octobots.

I sure hope TRACE-E's doing okay

with the ones inside.

[chirping fearfully]

[chirping]

[bot trilling menacingly]

[TRACE-E chirping quietly]

[chirping]

DOC OCK: I'll just
screw that in here,

and attach that there...

Stop squirming,

or I won't be able to put

the Iron Man suit on you

to make you
super-powerful Iron CAL--

[clanking]

Huh? What was that?

Hmm...

[chirping quietly]

[chirping]

-[chirping]
-SPIDEY: TRACE-E?

How's it going?

[TRACE-E chirping]

So, there's the elevator button.

Oh I see.

You can't get to it

without Doc Ock and CAL
seeing you.

-[chirping]
-SPIDEY: We need something

-to keep 'em busy.
-[chirping]

Wait! Hold on, TRACE-E!

How about some music?

Yes!

Hey, TRACE-E, use my
floating music player.

Touch it, and it'll play.

[chirping]

[blasting music]

Ah!

Wha...? Where's that music
coming from?

[gasping] That thing!

Turn it off, CAL!

[music blasting]

[volume increases]

[groaning] Oh, please.

Do I have to do
everything myself?

[music still blasting]

Oh, what is this thing?

[CAL trilling]

I didn't turn it back on.

You did!

[chirping]

How does this thing work?

[chirping]

SPIDEY: TRACE-E, yes!

You made it!

Now all you need to do

is scan the keypad
to unlock the door.

[TRACE-E chirping]

[chirping in victory]

-SPIDEY: Yes!
-IRON MAN: Great job, TRACE-E.

SPIDEY: I knew you could do it.

IRON MAN:
Now to get Doc Ock outta here!

[TRACE-E chirping]

SPIDEY: Stop right there, Ock!

Huh?

IRON MAN:
Um, they must be upstairs.

TRACE-E, I don't want
Doc Ock to capture you.

Stay down here
where it's safe, okay?

[chirping in agreement]

My work is done!

Ooh, am I a genius or what?

SPIDEY: I don't know, are you?

Huh? You two!

How did you get in?

Stark Tower is my home.

Let's just say
I know my way around.

You mean Ock Tower,

and it's going to stay Ock Tower

because of this.

Allow me to introduce

Iron CAL.

He's so powerful

you'll never be able
to stop him.

You may as well give up.

[CAL trilling]

Heroes never give up, Doc Ock.

[trilling in confusion]

Whoa!

[clanking]

Hey, watch it!

[CAL trilling aggressively]

Hup!

Whoa! [grunts]

For a little guy,
he's a big problem.

You see?

You're useless against Iron CAL.

Guard these two.

I'm going to check on
my force field

and find out how they got in.

[CAL trilling aggressively]

SPIDEY: Yikes! This new
super-powered CAL

is a problem.

We've got to stop him!

IRON MAN: Yeah, I'll say.

He's making a real mess
of my house.

SPIDEY: Hey, what about
your Magnetic Mop?

It cleans up
metal messes, right?

[CAL trilling aggressively]

[trilling in confusion]

-[splat]
-[groaning]

IRON MAN: Right, and
Iron CAL is made of metal.

SPIDEY:
So are Doc Ock's tentacles,

which means...

[thud, CAL groans]

IRON MAN:
We can mop 'em both up!

TRACE-E,

-It's Spidey!
-[chirping]

We're going to need
Iron Man's

Magnetic Mop.

Can you bring it up the stairs?

[chirping]

[powering up]

[grunting with effort]
You know, CAL,

flying is really
an outdoor activity.

-[clanking]
-[trilling in confusion]

Wait... your suit is
made of metal.

You'll be mopped up
by the magnet too!

Yeah, but not
if I'm not wearing it,

and hey, if I take it off,

maybe we can trick Doc Ock

into thinking
that I'm giving up.

Sounds like a plan!

Hey, CAL!

Boy, oh, boy,

you are just too much
for me, fella.

I am done with being Iron Man.

[trilling inquisitively]

Yeah, I give up.

So you might as well
just take me to Doc Ock.

[trilling in confusion]

[trilling victoriously]

Great work, TRACE-E.

-[chirping]
-Thanks!

Hmm...

How did they get in here?

[grunting with effort]

Huh.

The force field
still seems to be working.

-You won't need it anymore.
-Huh?

Ha, what's this?

Where's your Iron Man suit?

I give up.

You can have my house
and everything in it.

Ho, ho, ho, ho yes!

I win!

[CAL trilling victoriously]

Oh, you sure did win.

I did!

You are such a big winner.

I really am.

And so smart.

Oh, I am so smart.

[chuckling]

I mean, gee,
you outsmarted everyone.

DOC OCK: Oh, of course I did!

I'm a genius,

and now I'm unstoppable!

-SPIDEY: Weren't you listening, Doc Ock?
-Huh?

I said it once,
and I'll say it again.

Heroes never give up.

-[magnet powering up]
-Whoa!

Ooh!

This mess
is officially mopped up.

[grunting] Wh--what's going on?

Let me down!

This was
all supposed to be mine,

all mine!

Yeah, well,
you can't go around

taking things that don't belong
to you, Doc Ock.

But maybe someday,

if you learn to be nice,

someone will share with you.

[chirping confidently]

You can say that again, TRACE-E.

The best bot ever!

[TRACE-E chirping,
Spidey laughing]

HULK: Outsmarted by Art!

[kids laughing]

SPIN: Fresh paint, everybody!

Come and get it!

Here we go.

Have fun!

Hey, Mitch.

What are you working on?

Do you like it?

Wow, nice!

Ha! It looks just like me!

-Great work!
-Thanks!

Ooh, very nice.

Hey, Spin,

thanks for helping out

at the community art fair.

-You're welcome!
-You too, Hulk!

Hmm...
a little green sand here,

spread it out,

oh, yeah,

just like that,

and then a little black sand.

Oh, yeah.

[chuckles awkwardly]
I don't think he heard you.

[chuckling]
He really seems into his art.

Let's go see what he's making.

A last touch of purple...

and done!

Oh, wow!

That is sweet.

Aww, thanks.

I didn't know you were
such a talented artist, Hulk.

Oh, neither did I,

but then Spin taught me

how making art

really makes you slow down.

It's so calming.

Next thing I knew,

I'd made this whole thing

out of colored sand!

Hmm...
Maybe it could use more green.

-[rumbling]
-Huh?

Whoa!

Or maybe it could use more me!

Hello, everyone.

BOTH: Sandman?!

I'm the only work of art
around here.

Look at me, everybody!

I'm beautiful!

No, you're leaving!

Ha-ha. Poof!

Huh?

Oh, is that the best you can do?

-Hey!
-Ha!

It's my painting now.

-[growling]
-[Sandman laughing]

And now it's amazing, right?

Ugh! Get away from me, meanie!

Let's face it, people.

I'm the best artist here!

Ugh, get out of here, Sandman!

[laughing] Poof!

Aw, missed!

Poof!

Missed me! Poof!

Missed me again! Poof!

[laughing]

Ugh, he's so hard to web up!

Ho-ho-ho,
my Thunderclaps

get Sandman every time!

Watch this!

[grunting]

Uh-oh, Hulk's all mad now

and spreading his arms?

I'll bet he's about
to Thunderclap.

Thunder...

clap!

Poof!

[gasping]

Wait a minute.

I avoided Hulk's Thunderclap!

All I've got to do
is watch when he gets mad

and spreads his arms,

then poof,
I'm outta there. Ha ha!

But I always get you
with my Thunderclap.

Not anymore you don't.

Poof!

Ha!

Try and get me now.

[Hulk growling]

Thunder... clap!

Poof!

H'yah! Ah!

Ha! Missed me!

[groaning]

I'll get you this time!

Thunder... clap!

Ha-ha! Missed me again!

[roaring]

SPIN: Wait, Hulk!

He's just teasing you
to make you mad!

[roaring] Thunder... clap!

Poof!

[laughing meanly]

Looks like neither of you
can stop me now.

Time to find
another audience to impress.

Poof!

[growling]

[gasping] What have I done?

I am so sorry!

[Mr. Kim] It's okay, Hulk.

I can clean up.

You were just trying
to protect us.

Sandman makes me so mad.

[alert beeping]

WEB-STER:
Webs up! Spidey alert!

Sandman has been spotted
at the mall.

Sandman? Again?

Someone's gotta stop him.

Don't worry, Mr. Kim,

we'll get him.

Go, webs, go!

[Hulk grunting]

[Sandman laughing meanly]

Hey, everyone!

-It's Sandman!
-Run away!

See this fancy gold necklace?

Well, I stole it

and gave it to myself,

'cause I'm the best!

I b*at Hulk!

[panting] Hey!

You can't just steal that!

Bring it back to my store!

Not a chance.

Who's gonna make me?

I just found out
that superheroes can't stop me.

SPIN: We can stop you
from stealing that!

Huh? [gasping]

Thank you!

Any time!

Big deal.

I can still do whatever I want.

-[thudding]
-Whoa!

-No, you can't!
-Ha!

What are you gonna do about it?

Poof!

Hey, stop it!

Give it up.

You're no match for me.

I've got you all figured out.

Maybe if I hit him
with a web ball,

it would knock him
into the fountain.

Nah, I know what'll do it.

[growling]

Uh-oh.
Hulk's about to stomp!

[roaring]

Hulk stomp!

Poof!

-[crumbling]
-Oh... oops.

Ha! That doesn't work either.

Ha! I can always tell

when you're gonna do something

because you get
all frowny and mad.

Smart thinkin', Sandy.

You outsmarted
the big green guy.

[stone crumbling]

SPIN: [gasping] No, no, no!

Oh, no.

[panicked panting]

I'm out of fingers,

and I can't plug all the leaks!

Don't worry! I'm on it!

H'wah!

Sandy wins again.

See ya later.

-[roaring]
-Poof!

[groaning]

All my best moves
just keep going wrong.

[alert beeping]

WEB-STER:
Webs up! Spidey alert.

Sandman has been spotted

at a construction site
downtown.

Augh!
How are we going to stop him?

We need to try something else.

Something different.

[sighing] I don't know what,

but we'll find a way.

Come on!

H'yah!

[grunting]

SPIN: Hup!

[Hulk grunting with effort]

Well, here we are,

but why would Sandman
go to a construction site?

I don't know.

Let's see if we can find him.

WORKER:
Whoa, whoa, hold on, guys!

This is wet cement.

-Whoa!
-No!

You don't want to step in that.

It's quick-drying stuff.

You won't be able
to get back out.

Thanks!
We didn't even see it.

-Spidey sense!
-[falling object whistling]

Look out!

Ah! Oh!

I got you.

Phew. Thanks!

SANDMAN: [taunting]
Hey there, heroes!

I had a feeling you'd show up.

Yeah!
To stop you, Sandman!

Ah, you can't stop me.

Nope, I'm a winner.
[yawning]

I'm the best.

Poof!

[falling object whistling]

[gasping]

H'yah!

[grunting with effort]

You and the other
construction workers

should probably leave.

It's not safe with Sandman here.

I'll tell everyone. Thanks!

Okay, Hulk, we need a plan.

Hulk? [gasping]

Hulk, wait!

[grunting with effort]

No!

Someone could have really
gotten hurt, Sandman!

You need to stop.

Nah. I don't think I will.

[Sandman laughing meanly]

Oh, oh! Whoa!

H'yah!

[laughing meanly]

Buh-bye! Poof!

Look out below!

Hang on!

Aah!

Whew!

[grunting with effort]

H'yah!

Oh... thanks.

Whoa!

Yoo-hoo! It's me, Sandy!

-BOTH: I got you now!
-Poof!

Oops! Sorry!

[grunting with effort]

Ah, that's okay.

I told ya, I've got you
all figured out.

I'm unstoppable!

Don't worry, Sandman!

We're not giving up.

Well, I'll be right here,

enjoying how great I am.

Let me know when you're ready
to get outsmarted.

Ha! Again!

Ah, it's good to be a winner.

Nothing we do is working.

We need to calm down and think.

Yeah. Hmm...

Oh, hey, I know
a great way to get calm.

Follow me!

Raah!

[thudding]

Remember what you taught me

about making art?

How it can help me slow down
and keep calm?

SPIN: Yeah...

How about we make some art
right now?

I'll just knock
a little off here...

and a little off there...

I can make a sculpture.

That'll keep me nice and calm.

Oh, I get it,

and if we're making art
and ignoring Sandman,

he'll get mad
and make a mistake.

Yup... [chuckles]

like step in that cement.

SPIN: Oh, I like it!

Let's see.

Maybe I'll make something
with my webs.

Oh, yeah, this is gonna be nice.

[pounding]

SANDMAN: [sighing] I'm bored.
[groans]

I wonder what they're up to.

Hey!

What are you two doing
down there?

Hmm, a little off here...

[humming]

Okay, a little over here.

[humming]

Wait a minute.

Huh, you're just down here
makin' art?

Oh yeah!

Check this out!

I made a sculpture
of my pet bunny, Bun-Buns.

[giggling]

Ooh, uh...

H'yah!

There, all finished.

Oh, it is finished, all right.

Just like you two,

once I blast it all apart
with a sandstorm!

Here...

I...

g...

Wait, wait...

Wait a minute. What...?

[sputtering]

Wait...

I'm stuck in this cement!

Poof! Poof!

Hey, oh, I can't even
poof outta here!

Poof! Poof!

Poofety-Poof McPoof!

Poof! Poof! Extra poof!

[grunting with effort]

Nice!

Thanks for teaching me
about art.

Oh, speaking of which...

Oh yeah! We should get
back to the art fair.

-[Sandman groaning]
-Well...

we can't just leave him here.

Nah, I guess we can't.

Hey, I have an idea!

Whoo-hoo!

Not too shabby.

There!

Finished!

Wow, Hulk!

That's amazing!

-[crowd gasping]
-Oh, that's super cool!

-Neat!
-Ooh, impressive!

-That's so good!
-Nice work.

SANDMAN:
[taunting] Aw, big deal!

I look better than that.

Check me out, everyone!

I'm like a statue.

Yeah, that, that's it.

A big, awesome,
wonderful Sandy statue!

[pigeon cooing]

Come on!

Look at me!

Come, come on!

Look at me!

Tell me I'm the best!

Come on, please? Come...

Come on, everybody!

Look at me!

[sobbing]
J-Just tell me I'm the best!

I think maybe Sandman
should try making some art.

[chuckling]

Yeah, that guy really needs

to calm down.

Huh?

Ooh...

[both chuckling]