02x12 - Brain Drain (Part 1)

[bunniefuu]

♪♪

[Peter groaning]
Peter, honey?
Wake up.

[gasping]

Oh, you wanna fight too?

Bring it on, Panda-girl.

[gasping]

[grunts]

[sheepish chuckle]

Sorry. Weird dream.

I would say so.

You don't wanna
be late for school.

Oh, hey, you never told me

how the Horizon Open House
project went.

It, uh,
went about as expected.

[yawns]
Conking out mid-wheat cake.
That's a new low.

[yawns]
After villains
crawled out of the woodwork

to try and collect Chameleon's
bounty on my head,

getting a good night's sleep
hasn't been...
[snoring]

[sighs]

[snoring]

Yeesh! Falling asleep
standing up?

Glad I can take the web-express
to school.

And now that Chameleon's
behind bars, things have
gotta be looking up.

Most of my troubles
are already behind me.

[Jameson]
The Bugle's officially
calling out

Police Chief Watanabe.

It's time
she recognizes Spider-Man

as the clear and present danger
he is!
Huh?

Uh, okay.

I still might have
a few problems, like...

boomerang?!

[yells]

Wh-What is happeniiiing?

[yells]

I did not, in fact,
stick that landing.
[yells]

Revenge, and that bounty,
appear already in hand.

Tinkerer?
[scoffs]

Do you not own a TV?
Radio?

Chameleon's in prison.
The bounty's gone.

Kaputski!
Huh?

Lies!

[grunts]

[yells]

[grunting]

[yells]

[grunts]
[yelling]

My Spider-Sense
is barely working!

What's going on with meee?!
[grunts]

Fine. [grunts]
You don't wanna leave
empty-handed.

I get it. How's...
[mutters]
four dollars sound?

Bounty or no,
this changes nothing.

You had me thrown in prison,

and worse,
you made my team lose.

Taste my revenge, Spider-brat.

You're--
How did you put it?
"Kaputski"?

So, you don't want
the four dollars?

[yells]

Gotta shut down
this clown's wrist tech.

Physics don't fail me now!
[beeps]

[grunts]
[grunts]

[grunts]

[gasps]
What?

Huh? How?

Now excuse me.

I feel a nap coming on.
[muffled]
I hate you, Spider-Man!

[yawning]

[sighs]
Nothing like the sweet,

soothing sounds of villainy.

[muffled shouting]
[snoring]

[cries out]
That call-in tip
was on the money.

Round 'em up.
[clears throat]

[gasps]
Oh.

Goblins, octopuses,
chameleons,

and yet it's
the evil mastermind exhaustion
that does me in.

[handcuffs clink]
All right.
Don't do anything, Spidey.

You're coming with us
for questioning.
[groans]

Good work, but I can
take it from here, Officer.

Do you know
how much pressure I'm getting
to bring you in?

Let me guess.
Rage face, mustache,
flying spittle when he talks?

Destruction of property,
public endangerment,
trespassing.

That's a big list of things
you're accused of.

So I can't believe
I'm doing this.

Uh, neither can I?

You've done a lot of good
in this city.

So instead of fighting you,
I'd rather work with you.

Thanks, Chief Watanabe.
I'll help any way I can,
obviously.

Good, because Chameleon
isn't talking,

and we have reason to believe
he wasn't the mastermind
behind the bounty on your head.

He was only a hired g*n.
Wait.

So there's a big
shadowy boss out there
who wants me gone.

What makes you think Chameleon
wasn't behind it?

He's clammed up.

Something, or someone,
scares him more than jail time.

And his gear was too advanced
for him to have worked alone.

Our labs ran their tests.

Haven't been able
to make heads or tails
of Chameleon's holo-mask.

Thought maybe you could take
a piece of it to your--

I don't know-- Spider-lair
and see if you can
uncover a lead.

Ideally pointing to someone
I can arrest.

How do you know you can--
Trust you?

We both want the same thing--
to make this city safe.

Just promise me,
if you find a lead,
you call me first.

Deal.

[yawns]

Peter Parker.
[gasps]
What?

May I interest you
in a tasty beverage?

Miles?

I want you to meet
the Neuro-Cortex's new home.

I call it the Living Brain.

May I interest you
in a tasty beverage?

Whoa! You gave
the supercomputer a body?

He's well designed,
and strangely polite.

Well, after Doc Ock tried
to steal the Neuro-Cortex,
Max wanted a way to protect it.

So, working with calculations
given to us
by the Neuro-Cortex,

we created this.

It also has its own defenses,
including rocket boots.

My touch.

The Neuro-Cortex helped you
make its own body?

[yawns]
Efficient.

Speaking of new tech,
need your help with this.

Looks like Chameleon
wasn't working alone.

It's a piece of his mask.
Ever seen anything like it?

Huh. It looks like
some kind of meta-material.

"Meta-material"?

It bends light waves
to distort what we see.

The fake faces and bodies
Chameleon used
were probably uploaded.

And the meta-material
gave it three-dimensional depth.

As for who
could supply this tech,
I got nada.

But watch this.
Living Brain,

who in New York
holds a technology patent
on holo-meta-materials?

Subject: Warren, Raymond.

Technology patent:
holo-meta-materials.

Fall, last year.

[chuckles]
That-- That's incredible.

So, Raymond Warren.

You think the Jackal's
behind these attacks?

I haven't
seen him in months.

But it could also be someone
stealing his tech.

Wouldn't be
the first time.
[snoring]

[soft thud]
Ow!

Oh, you okay?

You don't look so hot.

What would...
make you think that?

When was the last time
you slept?

If by "slept," you mean

unexpectedly passed out
in aeronautics class...

[sighs]

If you mean a full night's rest,
then probably about a week...

and a half.

Dude, that's insane!

No one can function like that.
Not even you.

Now that you mentioned it,

guess my powers
have kind of been on strike.

And that doesn't
seem odd to you?

I'll sleep
when I catch the Jackal,
or whoever's behind this.

Yeah. It'll be hilarious
when you snore on him.

You need rest, Pete.
[phone keypad beeping]

Who are you calling?

Hey, Mrs. Parker,
it's Miles.
[grunts]

No, no, no!
Don't tell her!
[straining]

So, Pete's come to school
looking a little--

Come on, come on...
Well, you know how
a balloon looks on day five?

"Deflated"?
I was gonna say "sad."

I agree.
He's coming home.

[groans]

This is so blown
out of proportion.

[yawning]
I'm not that tired.

You're not the boss here,
young man.

And would you wanna disappoint
your slumberland pal?
[gasps]

Señor Trunks!

Haven't needed him to sleep
since I was six.
[chuckles]

[sighs, snores]

No one says no
to Señor Trunks.

[beeps]

[Miles]
This better be
a dream-dial, Pete!

[quietly]
Dude, calling May
was a low blow.

Wait. Where are you?
Looked into it.

Jackal only has
one warehouse left
that hasn't been blown up.

And, of course,
it was buried under
several dummy corporations.

But I'm headed there now
to check on the lead.
Miles, listen.

I went through the wringer
with all these villains.

Don't do it alone.
You need backup.

And the guy whose powers
have gone whack-a-doodle's
gonna help?

Get some Z's.
I got it covered, man.

Just an empty office?
Abandoned tech?

No lab?

Wait! Could it be?

Could this light be a lever
to reveal a supersecret
hidden lab?

[grunts]
[creaks]

Dream crusher.

Not seeing any clues here.

Nothing but outdated tech.

Ew, spiders.

I got nothin'.

[grunts]

I'm really glad no one saw that.

Whoa!
[grunts]

I knew it!

Awesome supersecret lab!

Now, this is what
I call a clue.

Holo-meta-materials!
Aw, so cool!

And this must be
the image matrix server

that uploads identities
to Chameleon's mask.

Just need to download
Chameleon's server files
and decrypt later.

Hopefully there's
a digital trail
or communication,

something that can lead us
to who he's working for.

Ugh! J. Jonah Jameson?
[alarm beeping]

Uh-oh! Triggered security.

If his is the last face
I ever see,

I'm gonna be so mad.

Okay, maybe Pete was right.

Backup would've been
a smart idea.

Oh, great!
Now I'm trapped.

[expl*si*n]
[grunts]

Miles Morales.

Do you require a--
Yes, Living Brain!

Ooh! Hey! Hey! Ooh! Ooh!

Safety tumble.
Ooh! Ooh!

Ooh. Okay.

You-- You followed me?

When you left,
your vital signs

revealed heightened stress.

I only care to assist.
Want to assist?

Get me access to whatever data's
in that room.

Threat assessment:
zero percent.
[gasps]

Uh, thanks, Living Brain.
That was...

[groans]
So much for evidence!

Spidey's gonna k*ll me.

What is a Spidey?

Spidey, short for "Spider-Man."

Short for "He Who Will Wring
My Webs For Losing Evidence."

[sighs]
I'm following up
on a lead for him.

[trilling]

Will communication record
be of sufficient use?

Like a call history?
Affirmative.

Accessing root files.

Date range activity available:
one year.

One year?
I'll take last week!

Affirmative.

Oscorp sub-basement IP

via digital voice record.

Number of calls: ten.

Someone here was receiving calls
from an Oscorp sub-basement?

I know Oscorp,
and there's no sub-basement.

Unless...

it's another supersecret lab!

Living Brain, you may have
just cracked this thing.

[phone vibrating]

Miles?
Sorry to interrupt,
but me and the Living Brain--

Hold up.
What's that sound?
[wind whooshing]

You're riding the flying robot,
aren't you?

Ya get a flying robot,
ya fly it.

But that's not why I called.
Get this.

Living Brain uncovered ten calls
logged from Oscorp

to Jackal's lab
just this past week,

all from some sub-basement.

A secret lab.

I have to call Harry Osborn.
Be careful, Miles.

[beeping]

[line ringing]
Come on, Harry.

Where are you?

Who could be behind all this?
[beeps]

Maybe Norman's back. No.

Harry?
That doesn't track.

I mean, why now?
And for what?

[groans]
I gotta--

Peter?

Uh... what?

Oh! Oh, where am I?

I must've been, um,
s-s-sleepwalking?

With your backpack?

I, uh...
[sheepish chuckle]

I guess I take school
very seriously.

Even in my dreams.

Go to bed, Peter.

I don't wanna see you awake
until tomorrow.

[groans]

You sure there's
no cameras down here?
[thudding footsteps]

Because as cool as all this
superspy stuff is,

getting caught
sneaking around Oscorp
is not on my schedule.

Scans indicate basement clear.

Sub-basement level ahead.

And it looks like
you've hit your first glitch.

This is a janitor's closet.

Hey. L.B.

Little room, yeah?

You're invading
my space bubble.

An elevator?
Of course the supersecret lab

is under the fake
janitor's closet.

Winner, winner, chicken dinner!

Goblin tech?

But who's using this lab,
and how does it all connect?

Chameleon's boss
is running his plans
out of here.

Who does that leave?
Raymond Warren's
still a suspect.

Harry's supposed
to be in Europe.

I guess there's always
the ghost of Norman Osborn.

Norman Osborn:
presumed deceased.

[phone vibrating]
Oh!

I-I get reception down here?
Oh, nice!

[beeps]
Spidey, guess what
we just found.

Someone's been running the show
from this hidden Oscorp lab.

All right.
I'm on my way.

Don't.
Dude, take the night off.
L.B. and I got this.

I'll give you
the play-by-play tomorrow.
[beeps]

[scoffs]
You are not keeping me away.

Hmm? Mm-hmm.

[both gasp]

G-Gwen!
What are you doing here?

You're awake.
I was bringing you the homework
you left on your desk.

Oh, look.
What a good friend
you have here.

How nice is Gwen?

[halfheartedly]
Yeah. Awesome.

[keyboard clacking]

According to the data
on these files,

this lab's only been in use
since Norman's death.

[trilling]
Wait. This folder
has multiple encryptions.

"Hobgoblin"?

No. "Harry."

[groans]
Guess the wrong password
too many times,

and the system
could wipe itself.
Affirmative.

Someone with better knowledge
would be advisable.

Spider-Man, perhaps?

[sighs]
You're right. I'm backing up
the encrypted files.

We can decode these
back at the lab.
[keyboard clacking]

This console is activated.
Living Brain, wait!

Incoming:
multiple energy signatures

in ventilation duct.

Well, I hope Spidey
got some sleep,
because now I do need help.

Dialing-- Aah!

No!

They are here.

Mini Spider Slayers?

Okay, well, guess it's just up
to you and me, L.B.

[Miles] Living Brain,
time to divide and conquer.

I am here for assistance.
[grunts]

[snoring]
[phone vibrating]

[gasps, yells]
[thud]

[beeping]

Miles!

Aunt May,
mind if I talk science
with Gwen before she goes?

[fake yawn]
Getting pretty sleepy.

Sure thing, honey.

And then, rest.

I'm serious.

We don't have a lot of time.

Not a lot of time...
for science?

Yeah. I can't explain.

Can you cover for me
and keep Aunt May occupied?

What? No way!
Do you know how much trouble--

It's important.
Like, life-or-death important.

Just trust me.
As a friend.

How would I
even distract her?

[grunts]
My phone!

Whoo! The alert got sent.

[grunts]
Cavalry should be
on the way, L.B.

Estimated wait time
for subject Cavalry?

I actually have no clue.

Did somebody call
for a web special?

[grunts]

No!

Oh, man, oh, man!

Please be okay.
Please be okay!
[groans]

The key to success?
It's all in the wrists.

Wow.
[chuckles]

Thanks for showing me
how to make your
famous pancakes.

They're called "wheat cakes."

Right.
That's what I meant.

Aah!

Huh?

Rendering assistance.

Spider Slayers remaining:

zero.

You're certainly...
efficient.

Except when you're accidentally
dropping a Goblin Glider
on my friend's head.

Apologies
for reckless behavior.

[trilling]

Vital signs: strong.

Scans reveal mild contusion.

Chance of recovery: 100%.

Would he like
a tasty beverage?

No. We gotta
get him outta here.

Shall we collect
the Energy Focal Device
before departing?

"Energy Focal" what now?

Computer scans indicate
a possible clue.

Okay.

Guess we can take it
back to Horizon for analysis.

Is this the clue
that you and Miles--

[crying out]

[groaning]
Ha ha ha.

Followed my bread crumbs.

Sought out those that aimed
to destroy you.

Well, here I am.

[groans]
What?

I don't understand.
Living Brain--

Trapped in this shell,
I've had time
to calculate a path of revenge.

For I, Dr. Otto Octavius,
will take what is mine.

Doc Ock?
How did you--

During our last encounter,

when I used the Neuro-Cortex
to expand
my brain's capabilities,

your attack
forced my mind to escape

via Wi-Fi into my arms,

downloading my consciousness.

I survived, but was trapped
in a digital realm.

However,
with the resources afforded me
inside the Neuro-Cortex,

I could still communicate
with the outside world.

And that's how
I hired the Chameleon--

all in order to keep
the low-level villains in line,
and you occupied.

Wear you down.

I tricked those imbeciles
at Horizon

into creating
a robotic body for me

so I could take
more direct action.

I followed your partner
to my associate's secret lab

in hopes that you
would meet up with him.

Then I led him here,
to where the final piece
of my puzzle resides.

Ha ha ha.
But again and again,

he was too incompetent
to ask for your help,

so I forced his hand.

[beeps]

Your bedtime stories
need serious work, Ock.

[grunts]
There's still life
in you yet.

Good.
[grunts, groans]

[grunts]
Why good?

It's nice to know
you care, though.

What benefit would it bring me
if you were destroyed?

After all, I'd only
be hurting myself.

[groans]
What are you talking about?

All you need to know
is finally,

my sweet revenge
is about to be complete.

[laughing]