02x13 - The Living Brain (Part 2)

[bunniefuu]

♪♪

[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 b*mb.

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 g*n
that shoots candy corn?

Oh-h*, 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--

[expl*si*n]
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 b*mb!
[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 b*mb
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 b*mb 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]