02x17 - A Troubled Mind (Part 3)

[bunniefuu]

[Miles Morales]
So we're battling Sandgirl,
then he--

And remember, I'm talking
about Spider-Man.

He heat zaps her,
so she turns into Glass Girl,
like all made of glass.

Then he's seriously about
to smash her into little pieces,

but I stopped him,
so now he apparently hates me.

Ugh! I mean,
that's not him, right?

It can't be.
Maybe he's a clone or something.

Thank you for coming
to me with this.

Spidey had my back once,
so if there's a chance he's
in trouble, I'm here to help.

Awesome! So what
do you think's going on?

Well, could be
a shape-shifting alien.

What? Is that a thing?

Of course. But officially,
I never said that.

Look, I know
one thing's for sure.
Pete needs us.

I know we don't
know know each other,

but since you
and Spidey are cool,

maybe we can get the,
you know, team involved.

Don't worry.
We got your back.

I was really hoping
you'd say that.

[sparks crackling]

Use the energy signature.
Locate the mental device.

[bots]
Affirmative.

[beeps]

[beeps]

[beeps]

[Superior Spider-Man]
Sending a single agent?

Hardly lives up
to the "Advanced Idea" part

of A.I.M.'s absurd moniker.

Device acquired.

[web sh**ter deploys]

Spider-Man? Fire!

This guy always blabs.

Target the sound of his voice.

Why so quiet, bug-brain?
Afraid?

No. Annoyed.

Hey, how did-- Uh-oh.

I came expecting A.I.M.

You think I wouldn't be prepared
to disable every single one
of your weapons?

You may have planned
for our weapons,

but in a warehouse full of them,
did you ever plan on this?

[grunts]

Hm. Unexpected.

[laughing]

I should've accessed
their inventory database

and planned for all the weapons
available here.

A foolish oversight worthy
of that imbecile, Peter Parker.

[distorted beep]

What? Overheated?

Interesting.

[beeps]

There!

[grunts]

But now that I,
Otto Octavius,

have placed my mind
into Peter Parker's body,

I'm am superi-- Aah!

[straining]

[A.I.M. agent]
The destruction of Spider-Man.

That would be worth
a promotion.

[distorted beep]

Piece of junk!

[weapon clatters on ground]

Alas, pinned here,
helpless.

Curse my luck,
as no doubt the villain

will use this opportunity
to escape.

[thinking]
Excellent. The fool
believed my charade.

Now with my spider-tracer
in place,

I will finally
be able to discover
why A.I.M. has stolen

three different
mental projection devices
in as many days!

Once I track them
to their lair,

I will be able to discover
their end game and ruin it.

Okay. So what if my mind
is trapped

in my high school's
main computer

while a super-villain
runs around wearing my body?

I've been in weirder...

Oh, who am I kidding?

This is the weirdest
situation ever.

What I need to figure out is how
to get a message to Miles,

Gwen, Anya, anybody.

[chimes]

Huh?

What's that?

[beeping]

A picture cache.

Ugh! Is anything in here
properly labeled?

I mean, how hard is it
to find a root directory?

[computer]
Loading root directory.

Oh.
[laughs]

A root directory. Yes!

See? Talking to yourself
does help.

Now, I just need to make contact
so I can get back into my body

and control-alt-delete
Ock outta there.

Ah, great!
Access nodes.

Access denied.

Access denied.

Oh, what? Come on!

Open. Computer,
access node folders.

[overlapping]
Access denied. Access denied.
Access denied. Access denied...

[buzzing]

[frustrated grunt]

Ock hired a bunch of villains
to come after me
when he was in here,

so there's gotta be a way
to communicate
with the outside world.

This is a waste of time--
trying to think
like a mad scientist.

I mean, who knows what goes on
in Otto Octavius' brain?

[beeps]

Otto Octavius.

Brain memory store backup.

Loading.

What?

Ock's memories?

This is-- Ugh!

This could be gross
and terrifying.

"Grossifying"?

But if I want out of here,
I need to see Ock's memory
of how he did it.

This is insane.
It looks so... real.

No!
[grunts]

[scoffs]
Figures.

Even growing up, Ock,
you were nothing but a...

[grunts]

bully?

Please, just leave me alone.

[laughing]

[whimpers]

[whimpering]

Hey! Enough!

I can't stop them.

[grunts]

Ugh. This is a memory.
It already happened.

[mock whimpering]
Is my Ottoman gonna cry?

[laughs]
Be sure not to get
my shoes wet, Ottoman.

Tell you what.
Another bad grade,

Coach says
I'm off the team.

But let me copy off ya
on the chemistry midterm,

and maybe I'll be too busy
with baseball

to care about
my favorite footrest.

[laughing]

[crying softly]

[growls]

[A.I.M. agent]
I saw it coming.

With Spider-Man's recent
actions against A.I.M.,
[chuckles]

it was only a matter of time
before he caught up
with our unit.

[beeps]

To help awaken the subject,
your mental device, sir.

No matter.
He'll hardly be a match
for our secret weapon.

And with this,
we near the finish.

The project promises
to be more powerful

than even the Scientist Supreme
could've imagined.

[beeping]

It seems my unwitting pawn

has reached his destination.

You doing some sightseeing,
web-head?

Stark?!

[clangs]

In the armored flesh.

Now, can we skip
the usual hero worship stuff,

where you fawn all over me?

'Cause, I mean,
don't get me wrong.
I love all that,

but we've got
some questions for you.

Like, what planet
are you from?

Spartax? Vrelnex?

What is all this?

Nothing to get
riled up about, kid.

Just a friendly
neighborhood check-in.

Leave me to my business,
Stark.

Yeah, that's not happening.

Look, Pajamas,
we're gonna take a few scans,

make sure everything's
tip-top and under control
with you.

Why would it not be?

Oh, I don't know.

Maybe because of all the reports
that you're now a loose cannon?

Also, that you're, like,
super not funny.

Uh, well, even less funny
than normal.

My wit is elevated.

Wait. Reports?
From who?

We're the Avengers.
We have sources.

Morales.

I do not
have time for this.

We're not asking.
[grunts]

Whoa, whoa, whoa!
Not cool!
Stand down, Spidey!

[grunts]
Unhand me!

[yells, grunts]

Okay, this just got funky.

Not sure what the deal is,
but you're coming with us.

Not on your life, Stark!
[yells]

Uh, kid, you're probably
gonna wanna rethink this.

My calculations
never need to be rethought.

[both grunt]

Okay, Pajamas,
stow your tray table.

[Superior Spider-Man screaming]

Stark!

[Iron Man]
Just a quick scenic trip.

Enjoy the view
until your lights go out.

Trying to cut off
my oxygen supply

by going into
the upper atmosphere?

Wha-ha--
Are you nuts?

[grunts]

No. I am your superior!

No way
this is ending well.

Stark can handle himself.

[Iron Man]
Coming down hard!
Kid, we need to pull up!

Quiet. I am calculating.

[both grunt]

No--

Way.

[grunts]

[Iron Man]
Your logistics need serious...

[grunts]
work!

[grunts]

[groans]

That... was embarrassing.

Yes, it was.

So much for
"friends till the end."

Friends or not,
you are in my way.

[grunts]

[Black Widow grunts]

Yes, we are.
[grunts]

[grunts, chuckles]

[bat clatters on ground]

Is this
a Curie Craftchem set?

Oh, man! Uncle Ben
bought me this exact model
when I was a kid.

What happened to you, Ock?

You had everything I had.

You're a smart kid.
Where'd it go wrong?

[door opens]

[door closes]

What'd I tell you about
working with your play set
at the table?

I told you,
it's a chemistry set.

What's that?
You talking back to me?

Please. Don't, sir.

I've been working on perfecting
that formula for weeks.
It could--

You are talking back! Huh!
You think you're better
than me, huh?

Your good grades,
your big dreams...

No!

[grunts]

[grunts, groans]

See?

You are no better
than me.

What you do,
I can take away.

Now you go play
with the other kids
like you're supposed to.

Be normal for once.

I am normal.
Science is--

Ugh! I'm sick of you blubbering
about science all the time!

Science is useless.

You know what got me
ahead in this world? Huh?

These hands, these arms!

Strength is the only thing
this world understands.

That's-- That's not fair.

[mocking voice]
"That's not fair."

Aw. Life gives
to the powerful,

not the ones that whine
about what's fair.

Power...

I do have power.

Oh, boy.

[Superior Spider-Man groaning]

Hey, there, PJ's.
We took those scans
we wanted.

Wasn't so bad.
Might even be a lollipop
in your future.

Not so bad?
He rode you like a surfboard.

Ah, right.
Yeah, no lollipop.

Million-dollar dry cleaning
bill instead.

Sorry to break up
the comedy hour.
Excuse us.

[growls, gasps]

Need to confer
with my colleagues.

So, what now?

What do you mean?
The scans confirm it's him.

The real him.

But aliens could've--

No aliens.
I checked.

I don't know, Tony.
His fighting style--
it's different.

A different skill set
than the last time I saw him.

This whole thing
doesn't add up.

Spidey wouldn't
act this way.

He's a friend,
and you two are his idols.

You check
for mind control?

Mind control, doppelgangers,
LMDs, cloning,

Asgardian illusion spells,
holo-disguises.

Negative on all.
It's the kid.
That's Peter Parker.

It's a sad fact,
but sometimes
people just change.

[Superior Spider-Man]
Congratulations, Stark.

[all grunt]

You wasted your time
proving the obvious.

[Iron Man]
Away from the controls,
kid, now!

I don't think so.
Despite my warnings,

[Avengers yell]

you forced my hand,
wasting my time.

So to make up for it,

you are now my chauffer.

Does this mean
I get to hit him again?

Because I'd be
okay with that.

Oh, you do not want
to stop the bad guys?

The ones I was tracking
before you absconded with me?

I am sure you remember A.I.M.

Explain.

There has been
a rash of break-ins

at science labs,
so I laid in wait.

Meanwhile, my spider-bots
have been picking up chatter,
something called a--

Doomsday Chair.

You've heard this too?

Ever since we took down
the Scientist Supreme,

something big's
been in the works.

An A.I.M. agent I interrogated
mentioned a Doomsday Chair.

Then it is your good fortune
that you ran into me,

as I have
their base coordinates.

Prepare yourselves.

[Ms. Marvel]
Wait. Let us st--

[screams]

Huh?

Huh?

[bots]
Structural failure detected.

What?

Notify maintenance.

[grunting]

[both grunt]

Everybody--

Surrender,

before me and my lackeys
destroy you completely.

[Avengers]
"Lackeys"?

[A.I.M. agent]
Ah, you brought the Avengers.

Perfect. Perfect!

Explain your meaning, now.

Did you think
we wouldn't find your toy?

We already planned to test
our newest weapon on you.

But the Avengers as well?
Beyond hopes.

Okay. I don't
speak Villain-ese.

What's going on?
What weapon?

Allow us to introduce
the next Scientist Supreme,

a Mental Organism Designed
Only for Kaos,

otherwise known as... MODOK!

[cackling]

[sighs]
Sorry. I'm sorry.
Don't mind me.

It's just the big,
floating baby head.
[cackling]

[growling]

Whew!
[cackling]

[yells]

[Avengers yell]

[MODOK]
Go ahead,
laugh at me now, fools!

[laughing]

He seems to have technopathic
control of this environment!

Avengers! Imbeciles!

[grunts]

[grunts]

Aah!
[grunts]

[screaming]

[laughing]

[screaming]

You are foolish
to challenge me.

I am the apex
of A.I.M. technology!
What?

Ha! Open-wire access
on a hovercraft?

[yells]

No, no, no, no, no!

Say good-bye to your
stabilizer control, monstrosity!

[yelling]

Avengers, gather together!

That's not how we say that.

Here's the plan:
Widow, flank left,
draw their fire.

Stark, lay down cover
and take down
the encroaching bots.

Marvel, approach MODOK
from behind.

Usually, to be in charge
of the Avengers,

you have to first
be a member of the Avengers.

So, what do we do, boss?

Aah!
[groans]

Aah!

[grunts]

[laughing]

Widow, flank left,
draw their fire.

I'll lay down cover
and take down
the encroaching bots.

Marvel, approach MODOK
from behind.

[grunting]

Finally, obedience
from my underlings.

Now I can
enact my plan.

Your skills do you credit,
child,

[gasps]

but you face the power of MODOK,
a force of pure Kaos!

[groaning]

Good-bye.

I'm the child?

You're the one
with the big, fat, baby head!

[growls]

[grunts]

Ms. Marvel!

[chuckling]

[grunts, groans]

[laughing]

[chuckling]

What happened here,
Ottoman!

[gasps]

I copied you exactly,
but I failed!

Guess you ain't as smart
as you think.

[chuckles]

Do you not understand,
you imbecile?

I failed on purpose.

But that means you
got an "F," too, doofus!

Mm, yes.

But my superior grades
can easily absorb
one failed exam.

However,
you're more fragile standing
will never recover.

Good-bye, sports.

Good-bye, scholarship--

Huh?

...the only way
you could possibly hope
to get into a good college.

[growling]

[laughs]
Don't you see?

I've ruined you utterly,

and all without
lifting a finger.

[grunts, gasps]

[car approaches]

[horn honks]

You'll pay for--

Steve,
quit messing around.

Car, now!

We're gonna have a little talk
about your grades.

[whimpering]

[growling]

Steve!

[breathes shakily]

[car door opens, closes]

That--

That was... amazing!

[car departing]

So that's what Ock does
with great power?

Destroys people's lives?
Huh.

And if I didn't have Ben and May
to teach me better,

could I have
turned out like that?

Vengeful? A villain?

[groaning]

So much for the brilliant
Spider-Man plan.

[laughing]

[Superior Spider-Man]
MODOK!

Face me,
you absurd creature!

[growls]

What can you possibly do
with that mental device?

Your feeble mind
is sorely limited.

Do you think you are
the first individual to use tech
to gain mental powers?

I, myself, have some experience
in this arena.

[all yell]

[yells, grunts]

[growling]

[groans]
Okay.

In retrospect,
maybe there are some merits
to the kid's plan.

[yells]

[both straining]

[straining intensifies]

[yells]

[yelling]

[MODOK groans]

[yelling]

[grunting]

[groans]

[Superior Spider-Man chuckles]

While you were busy
chasing down my minions,

I defeated you, MODOK.

And I didn't even
have to lift a finger.

Wait.
Were you using us?

Your whole plan
was to use us as bait
while you got the mental device?

You were not
the worst sidekicks.

But if I ever have
need of you again,

please remember to check
your egos at the door.

I will leave the cleanup
to you.

[sighs]
He used to be nice, sweet.

He can no longer
be trusted.

And this is coming
from a spy.

I don't know.
Love him or hate him,

it's indisputable
that Spider-Man
is better at this

than ever before.

Well, even though Ock and I
aren't as different
as I thought,

this isn't getting me any closer
to escaping this place.

Computer, can you fast-forward
these memories?

[computer]
Accessing fast-forward.

[gasping]

This is from the beginning
of the school year,

when Ock had Gwen, Anya,
and Miles hooked
into the computer.

Computer, pause.

[beeps]

They sent a blast
of mental feedback at him.

At the same time,
Carolyn Trainer and I

went in to wallop him big-time.

It all started here.

Ock fell into a coma--
Or at least I thought he did.

It turns out
that was just his body.

He must have
wirelessly downloaded
his mind into-- into--

into his arms.

But how?

Computer, show me
any command codes
activated at this moment.

Huh.

"Data Log 47E127."

This has to be
the execution command Ock used

to transfer his consciousness
into his arms.

Computer, terminal command.
Execute.

[beeps]

[Ms. Marvel]
All the tests check out,
but something's super off.

What did Iron Man think?

That Spidey's better than ever,
even if he is a pain.

[clatter]

Uh, thanks for trying,
Ms. Marvel. Gotta go.

[keyboard clacking]

Ock's arms, alive?

[grunts]

"Miles, it's Peter Parker.

Ock trapped me in here.
Help."

Peter?!