02x03 - Between an Ock and a Hard Place

[bunniefuu]

When life as Peter Parker
stresses me out,

which is pretty much always,

sometimes being Spider-Man

is just what I need
to lift my spirits.

There he is, that menace.

Is he really that bad?

Haven't you seen
the Daily Bugle?

He's dangerous, reckless.

And sometimes not so much.

[Jameson] Look how much
damage Spider-Man has caused!

He calls himself a hero?
I only see a menace.

Not only is J. Jonah Jameson
at the Daily Bugle

making me look bad,

I'm the genius
who sold him that footage

for tuition money.

Time to get some video

that'll be impossible
for J.J.J. to use against me.

Hero time USA.

Stopping jewelry thieves... Whoa!

Crime Fighting 101.

Cut! Who let this clown on set?

My agent will hear about this!

I'm gonna say it!
I'm gonna say it!

Saving this building
is dynamite! Hah!

Oh, great. It only
took me three hours

to do the wiring on that TNT

for tomorrow's
controlled demolition.

But I love starting over.

That did not sound sincere.

[sighs] "Delete" button,
you're my new best friend.

I should have had this
camera drone last year,

back in my glory days,

when everyone thought
I was the hero

and Doc Ock... Huh?
Was the villain?

Hey, Otto. Aren't you supposed
to be a good guy now?

Because here's the thing.
Good guys don't rob banks.

Wait. Hold on. Who are you?

You're not Doc Ock.

Oh, I know I'm not,

because Octavius
is sheer perfection.

I only dream of achieving
a fraction of his glory.

Okay. Those are the two
craziest sentences

I've ever heard.

But my hero will be so proud

if I eliminate
his peskiest problem.

His personality?

Oh, wait.

You mean me!

Hey!

We just met.

Has no one ever taught you

the importance
of a first impression?

[grunts]

Octavius is the only person

I care about impressing.

And I can't think
of a better way to do that

than by destroying you!

Buy him a gift!

New test tubes,

a better sense of style. Whoa!

[grunts]

Whoa!

Oh! That was so easy.

Yay me.

First, Spider-Man is defeated.

Now I get the secret
to unlimited power!

Oh, I knew
I'd be a natural at this.

Money? This is not what I want!

Then... news flash... you
shouldn't have robbed a bank.

The transfer orders I hacked

say the crystals won't be
moved until tomorrow.

Wait.

Oh, no. I have the dates wrong.

Oh! So humiliating.

You mis-scheduled
your evil master plan?

I'm a very busy person, okay?

And it's tough
to keep track of things.

Is this your first day
on the job?

Don't insult me! It's my second.

Now get over here
so I can hit you!

[grunts]
That's not how this works.

Have you ever read
your super villain manual,

Doc-Not-Ock?

Hey, what should we call you?

Professor Tentacle?

Oh! Lab Assistant Lotsa Limbs.

Whatever you're doing, stop!

Oh! Delightful.

[singsong] Your timing
could not be more perfect.

[yells]

Uhh! Yaah! Huhh!

She's gone.

Is that Doc Ock's girlfriend?

Maybe it was just his sister.

No clue who she was,

but she was looking
for some kind of crystals.

Sure. That quartz
cluster we had.

Real valuable. But we shipped
it to the docks this morning.

Epic! No way J.J.J. can use
this to make me look bad.

[Jameson] First he gets beaten.

Then he can't even
help the guards.

Who is this incompetent buffoon,

and why isn't he being arrested?

[chatter, snickering]
[girl scoffs]

Spider-Man should've just
let those guards handle it.

[girl ♪2] Seriously.

At least they're trained
to protect people.

[sighs] How can J.J.J.
keep doing this?

Come on, Pete. Huh?

We don't want to be late
to Dr. Octavius' class.

He's gonna pick
the project leaders

for the Neuro-Cortex.

Speaking of Ock,

you'll never believe what
I came across last night.

It was a... A woman
using octopus arms?

Yeah. Sure seemed
like your kind of gear.

Mine? No, no.

That tech is clearly
an inferior knockoff.

Look at the... Oh.

Wait. I recognize her.

Carolyn Trainer.

She was in the cell next to mine

when I was being
criminally rehabilitated.

Has she tried to contact you?

Oh, heavens, no.

Let us just say
I feared her release

would lead to something
like this.

Would it be a problem

if we need to contact you
for more information?

Of course not.

I hope you can help
that poor woman

and keep her very far
away from me.

I am working diligently
to start a new life,

and do not need hangers-on.
[bell rings]

Uh, are we sure
that isn't an Ock clone

with all the Ock removed?

He's taking this "turning over a
new leaf" thing very seriously.

I'm surprised he hasn't
started opening classes

with group hugs.

I'd like to begin
today's lecture

with a group hug.

[students laugh]

You're probably wondering

why I'm trying this
looser lecture format.

Well, in order to properly grasp

the science
behind the Neuro-Cortex,

I've designed our classroom
to be more spontaneous

and random.

Mr. Octavius?

Call me Otto.

And there is no need
to raise your hand.

Just speak out.

Um, Otto,

sitting on the floor
doesn't seem

like what professional
scientists would do.

True, Anya, but our goal
is to break the mold.

This format is a mirror to how
the human mind itself operates.

But you had the courage
to question me.

Good. That's one of the reasons

I'm picking you
to be one of the leaders

of our three Neuro-Cortex
development teams,

along with Gwen and Miles.

Our first meeting
is this evening.

Of course,
there will be a chance

for everyone to contribute
to the Neuro-Cortex.

My intention
is for all students,

no matter their skill level,

to feel involved.

A development leader
for the Neuro-Cortex?

This is huge.

This could set me on track
for top colleges.

I'm thrilled for you.

Oh.

Sorry, Pete.

I wish you got picked, too.

We'd have a blast.

I can't blame Ock.

I haven't been focusing
on school like I should.

All I was thinking about
during class

was finding Carolyn Trainer.

You got to find a better
school-life balance, buddy.

Tell you what. After
the Neuro-Cortex meeting,

I'll help you track her down.

Deal? Deal.

Thanks, Miles.

[Peter]
Can we talk, Mr. Jameson?

In 11 seconds, kid.

The footage I gave you
of Spider-Man.

You're not being
truthful with it.

He's a hero.

You see a hero,

I see a masked vigilante
with no skills,

who doesn't answer to anyone.

Iron Man, Captain America...

Now, those are real heroes.

We know their names.
We know where they live.

Why does Spider-Man wear a mask?

Who is he? What's he hiding?

Maybe he's a...

Well, trying to protect
his family or something.

Weak excuse.

The public needs
to wake up to the truth

about this costumed menace,

and I'm just the man
to make that happen.

Then...

I can't sell you
any more footage.

Ha. Your choice, kid.

You don't do it, I'll find
somebody else who will.

You know where the door is.

[Spider-Man] Hey, Miles.

I tracked those crystals

Carolyn Trainer was looking for

to a warehouse by the river.

But I've been
staking it out for hours,

and she's a no-show.

I wouldn't bother coming.

Looks like this is a bust.

Whoa! I lied!

Hello, little bug.

I was hoping we'd meet again

so I could make you pay for your
crimes against Ock's genius!

You have the worst
social skills.

Ah-ah-ah! Not so.

Look how many friends I've made.

Okay, I admit
I made them in my workshop,

but that still counts, right?

Octobots, attack!

[grunting]

Ow! Aren't you supposed to keep
dangerous pets on a leash?

Leash these little cuties?

Aw, no way.

And get this. I programmed them

with Ock's superior tactics.

[giggles]
It's almost like fighting

with the original
Doc Ock, right?

Only they aren't constantly
talking about how smart they are.

Ha! Otto does do that.

I love it. He's so
unhindered by modesty.

Play nice while Mommy
acquires the stolen goods.

[Spider-Man grunting]

Wait. You guys do teamwork?

That's nothing like
the original Doc Ock!

Oh, my, Octobots.

[grunts]
What big teeth you have.

How about you chew on this?

Face it, web-head,

now that there's
a whole Ock family,

you're all washed up.

"Washed up"?
What do you mean by...

Aah! [Grunts]

Whaah!

[laughing]

I am so glad no one
was there to see that.

Ohh.

[sighs] I shouldn't have
told you not to come.

I could have used your help.

Did you get my voice mail?

Uh, no. Sorry.

I just went home
and fell asleep.

Brainstorming
on the Neuro-Cortex

was amazing but exhausting.

I barely remember going home.

I woke up in my clothes.

For real?

Ah, don't worry. I changed.

Uh, not that.

Carolyn Trainer doesn't
have a criminal record,

but Ock said they had
cells next to each other.

Why would she be behind bars?

She's just a researcher

with a PhD
in electrical engineering.

Having very little common sense

apparently didn't stop her from
getting an advanced degree.

Another thing about her...

She buys her Octobot parts
at a hardware store.

I recognize almost all these
components from my projects.

Time for the Spider-men
to go to work?

Ah, can't. We have another Neuro-Cortex
development meeting this afternoon.

But call me
if you need help later.

This time I'll pick up.

Pete, can I have a word?

Hey, Max.

Uh, is the word "tuition"?

Yeah. Sorry.

I've pushed the board
as far as they can go.

If the office doesn't have
a payment by tomorrow,

they will give your spot
here at Horizon

to someone on the wait list.

I understand. I'll find a way.

Tony Stark had the right idea.

Become a billionaire,
then become a superhero.

But while I'm trying to find
a way to pay for my tuition,

I might as well find where Carolyn
Trainer buys her spare parts.

But what am I gonna do,

ask the clerks
if they've ever seen

a bizarre customer
with octopus arms?

Wait. A seafood restaurant
next to a hardware store?

No. She wouldn't.

That would be
way too obvious. Right?

[Carolyn grumbles]

What on earth could that
genius be planning,

you guys?

These crystals appear inert.

I don't yet see what he
could possibly need them for.

And I thought you
were kidding... Hmm?

When you said these things
were your friends.

Ugh. Creepy.

Uhh! Oh, you pest!

Octobots, attack!

Listen, guys, pro tip...

When I first got
into villain busting,

I was always way over my head.
Huh?

But now, as an experienced
second-year hero,

I've learned
the importance of...

being prepared.

[gasps] My little Ottos!

What has that maniac
done to you?

You're the one trying to team up
with a reformed super villain,

but I'm the maniac.

"Reformed"? Ha! As if.

Otto hasn't revealed all
the steps of his plan to me,

but he promised
that if I follow his orders,

we'll rule this city together.

Together.

Have you even met Ock?

Sharing isn't exactly
his strong suit.

Besides, Otto gave your name
to the police.

He's collaborating
with them and not you.

I know that's not true.

Are you suggesting
Otto broke our promise?

Are you calling him a liar?

One of you is lying.

Time to find out which one.

By the way, say hello
to the cops for me.

I'll be sending them right over.

Fortunately,
it'll be easy to find Ock.

The Neuro-Cortex Club
is still in session.

Okay. Creepy much?

Locked door, eerie lighting.

What kind of a school
project meeting is this?

What?

[Doc Ock] I know it might
appear frightening, Spider-Man,

but that's often what real
progress looks like.

Octavius. What are you doing
to these students?

What I'm doing to them
is irrelevant.

What they are doing for me
will change the world forever.

Your little experiment ends now.

[grunting]

Whoa!
Do not do that, Spider-Man!

Wait. How?

I told everyone

the potential
of the Neuro-Cortex

was limitless,

and behold, it has enabled me

to unlock the most important
force in the world...

My own mind!

Aah!

Didn't know you were
into magic tricks.

How are you doing all this?
Whoa.

Some would call them
telekinetic powers...

Mentally manipulating
quantum entanglement.

Einstein called it
"spooky action at a distance."

But I call it the future!

Not one I want to live in.

Did you know that the neurons
in the human brain

can send dozens
of signals per second?

Oh, yeah? Fascinating,
Dr. Irrelevant.

Point?

Uhh! You are fast, Spider-Man,

but not faster
than the speed of thought.

The students' brains

are acting
as parallel processors,

helping the Neuro-Cortex
process quantum software

that pushes my genius
to the very limit!

You can't just use their neural
pathways like computer circuits.

That could fry their minds.

Aah! [Gwen screaming]

Aah! A small sacrifice

to take human existence
to the next level.

The physical shall
limit me no longer.

Yaah!

Those arms were fused to you.

They were impossible to remove.

Nothing is impossible to me now.

Max Modell, Norman Osborn...

None of them could see
my true brilliance.

They laughed at me.
Who is laughing now?

Imagine a world run by my mind.

The perfect world!

You were lying to everybody.

Wait. The wild pack,
Carolyn Trainer.

What about
those stolen crystals?

That was all you?

Hmm. Brilliant, wasn't it?

I played everyone
like chess pieces,

including you.

Carolyn Trainer was only a tool

keeping you busy while I
reached my true potential.

[grunts]

You used me?

Otto, how could you?

I didn't wind up
in prison by accident.

I hacked the system

and falsified my own conviction

just to meet you.

You said we would be together!

I did everything
you asked of me!

You served my purpose
for a while, Carolyn.

That is more than most.
Be content with that.

[shouting]

Uhh!

Yaah!

Uhh! Aah!

Miles. Tell me you can hear me.

Miles, please. [Grunting]

I need your help!

Gwen! Anya!

Take back control.

You have to fight him.

Aah!

Hah!

Yaah!

What?

Did I do that?

They're fighting back.

[Gwen, Anya, Miles grunting]

Then let's help them.

Now, that's using your brain.

They hit him mentally,
we hit him physically.

How? This is impossible!

Aah!

[slow-motion screaming]

[man gasps]

This city. Am I right?

They're okay, just unconscious.

Well, can't say the same
for Otto.

He's alive,
but this is a deep coma.

[siren approaching] Ohh.

I knew the police
would find me again.

Do you know how hard it was
to escape from them?

No, I don't, but I do know
I couldn't have done this

without your help tonight.

Maybe it's time to admit

you're a terrible super villain.

Ock was so inspiring. [Sighs]

He made me feel like I
belonged to something greater.

But it was all a lie.

It's not too late to make
a difference, Carolyn.

If you get a second chance,

don't blow it
like Otto Octavius did.

[groans]

I missed something, didn't I?

Miles. Pete's been
telling us a story

that's hard to believe.

Doc Ock with telekinetic powers?

Do you remember any of this?

No.

I just...

I think I dreamt
about Spider-Man.

He needed help.

Apparently, he came

to save you guys
from Ock last night,

but you ended up saving him.

Well, that part
sounds believable.

[laughter]

The three of you
are the lucky ones.

Ock tried to expand his mind,

but it looks like
he overloaded it.

Make sure you thank Spider-Man

for letting me see this.

I'm putting
much stricter safeguards

on the use of the Neuro-Cortex.

I never should have
let Otto near it.

To be fair,
Otto had everyone fooled.

But he did prove one thing...

The Neuro-Cortex
does have potential

for truly amazing things.

Amazing things I really want
you to be a part of, Peter.

[Jameson] Ha ha ha ha!

Fantastic, kid.

I'm glad you changed your mind.

In fact, why don't I
put you on retainer?

Keep bringing me
this kind of material,

and you'll have
a regular job here.

Yes, sir, Mr. Jameson.

Maybe this'll help you
up your game, Brock.

A little competition
from a school kid

could push you to do some
good work once in a while.

Uh, heh heh.

There you are.

Guys, you shouldn't
have to be the ones

to clean up the lab

where a teacher-slash-
super villain went ballistic.

It's what we have to do

if we want to get back to work.

The Neuro-Cortex isn't
gonna develop itself.

All right. Well, if this is where
the party is, then I'll help out.

You have a weird
definition of "party."

It might not be the social
event of the year,

but I'm cool
wherever you guys are.

When I came to Horizon,
I didn't know anyone,

and now I can't imagine
life without you.

I thought you were
here to clean,

not get all sappy on us.

I'm sorry about
what happened with Otto.

But the good news...

He won't be causing us
any more grief this year.

[chatter]