My name is Peter Parker.
I used to be Spider-Man.
I busted bad guys. I trained with S.H.I.E.L.D.
I teamed up with the Avengers.
I even saved the world a few times.
That's all over now.
I accidentally led the world's greatest heroes
right into a trap by Doc Ock and his Superior Sinister Six.
Then Ock threatened my Aunt May's life,
forcing me to take a serum that drained my super powers.
With great power comes great responsibility,
and the responsible thing to do...
Was to stop being Spider-Man.
You got what you wanted, Ock.
I don't have my powers anymore.
Yes, but I don't know if you comprehend
the extent of my victory.
Take a closer view of your handiwork.
Look at them.
The heroes at my mercy.
And as they make valiant but futile attempts to gain freedom,
know that this is all your fault.
I am certain they now regret
never respecting my true genius.
But since that impenetrable hard light shell
is collapsing in on them,
they will not have time to regret it for long.
Where are your groan-worthy jokes now?
You do not care to quip as your friends are crushed?
I have nothing to say to you, Ock.
Nor would I care to listen if you did.
For without powers, Peter Parker,
you are nothing.
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Even you cannot deny the brilliance of this plan which I have set in motion.
You think you're the first person to bully me, Ock?
Bully? How dare you!
It is I who have been bullied,
pushed around by those unable to appreciate my genius.
But I have now proven myself
to be the greatest mind in the world!
Stop! What are you doing to him?
My dear lady, I'm not going to do anything to your nephew.
Or else he would already be under that dome.
I have already destroyed Spider-Man.
Who cares what happens to Peter Parker?
You once brought down the Sinister Six
almost entirely by yourself.
But do you know what's going to defeat you now?
A locked door.
Oh, Ock's right.
Without my spider strength, I'm useless.
I've doomed my friends, and it's all my fault.
I was never cut out to be a hero.
Some graduation day this turned out to be.
Speaking of graduation...
Now's not the time.
Just open it. For me.
My original web shooters? Mmm-hmm.
It took me months to clean them up,
but they're in perfect condition.
Sure, they don't do all the fancy stuff
your S.H.I.E.L.D. web shooters do,
but in a way, they're much better.
How's that?
Because you made them, Peter. Alone.
You didn't get your intelligence,
your imagination, or your strength of will
from a radioactive spider bite.
I forgot how good these felt.
Long before you were the Ultimate Spider-Man,
you were the ultimate Peter Parker.
Hold on.
Maybe there's another way.
I know that look. You just got an idea.
Possibly. Oscorp.
I didn't see Norman down at the graduation, he...
He must still be in his lab. If I could get there, he could help me.
- Oh, but I... - I don't want to hear excuses.
Peter Parker doesn't need spider powers to be a hero.
Even without great power, there's still great responsibility.
Thanks, Aunt May.
Now go save them, Peter. They need Spider-Man.
Yes, ma'am!
No wall-sticking, no spider strength, no problem.
Window washers do this all the...
Whoa!
Just a hiccup. You can do this.
Perfect. The armory.
I'm sure I remember how to use this jetpack...
Oh, whoa!
Not bad, I'm doing just...
Whoa! Vulture?
How does anyone survive without spider-sense?
No spider reflexes either.
I am not gonna get used to this.
Vulture! Buddy... I know you're still in there.
I promised to find a cure for what Ock's done to you.
I haven't forgotten about that.
But for now...
You gotta hang tight!
Sorry!
Whoa!
Boy, that landing was total garbage.
Well, at least I still have my power to quip.
Oscorp! Yes!
Warriors. Magicians.
Asgardians.
Ha! All of you are nothing before me!
Huh?
No! He should be here!
Follow me, Sinister Six.
Doctor Octopus needs to make a house call!
- Norman. - Spider-Man.
I was on the way to your ceremony. Is everything okay?
Ock took away my powers and I need your help to get them back.
You have all his research.
He's been studying me for years.
But Ock's never been able to replicate you.
Yeah, but maybe together, we can.
Either way, we don't have much time.
For such a maniac, Ock certainly kept an organized lab.
We'll to need to process a sample of your DNA.
DNA? In that case...
There's something I need to tell you.
I already know, Peter.
- What? - I recovered my memories.
After everything I did as Goblin,
you were always a friend to Harry, to my family.
Respecting the privacy of your identity
was my way of trying to reciprocate that friendship.
Wow. Thanks, Norman.
Huh?
Whoa!
This must be where Ock harvested the DNA for his experiments.
No wonder he hid it.
No... It couldn't be!
It was under my nose all along.
Peter, this is the spider.
- What spider? - The spider!
The original radioactive arachnid that bit you.
Ock must have recovered it.
Clearly, its radiological exposure lengthened its telomeric structure,
granting it a longer life.
Another bite should give you your powers back.
Yeah, just pretend I'm a nice juicy fly and...
Ouch!
You didn't have to pretend that hard!
Wait... Do I feel something happening?
With your history, your powers should return immediately...
Norman, old friend.
I was hoping you'd be at the graduation,
but this is better.
Now I can handle your destruction personally.
Spider-Man?
My team, attack.
Hate to be the bearer of great news, for me,
but your game ends now, Ock!
Ow.
You were saying, Parker?
My powers. It didn't work!
My powers aren't back!
Run!
Accessing subterranean laboratory nine.
So, beneath your secret lab
you have another, super-secret lab?
I'm Norman Osborn. I have many labs
shrouded in various levels of secrecy.
This place won't keep the Sinister Six out for long.
We have to hurry.
Does it appear that I am dilly-dallying?
Why am I seeing these DNA-RNA variations?
- Could it be... - Whoa!
Looks like after all these years being Spider-Man,
I built up a resistance to the irradiated spider venom.
Gotta get past this.
What is the purpose of having a rhino on my team if he cannot defeat a door?
Why are we trying to open the front door...
When we can bring down the whole house?
Yes. Let's not only crush Parker,
let's destroy the very icon of my hated rival,
Norman Osborn.
You must hurry, Spider-Man.
Does it look like I'm dilly-dallying?
I've created an algorithm that's running all the variants on the spider's venom
to see if there's a version I'm not immune to.
I knew you were intelligent, Peter.
But this... This is genius.
Wait a minute.
My DNA profile has this anomaly.
- Could that be... - It has to be.
The variants in your blood are extremely rare.
That's why Ock had such a hard time replicating your powers.
It wasn't just the spider that was special, Peter.
It was you. It was always you.
Well, let's hope it still is.
Here goes... Huh?
Sinister Six, it is time to enjoy this spectacle from a safer position.
Isn't it fitting that both of my enemies were destroyed
by the very building that brought us all together?
I know what you're thinking, Ock.
With as many lives as I seem to have,
why don't they call me "Cat-Man"?
Admit it, that's what you were thinking.
I am only thinking about your destruction!
Now that's just mean.
Norman, get to safety.
Octavius, you will pay for this!
You all don't seem as excited I have my powers back as I am!
I was really hoping we could share this moment!
So much effort, Spider-Man,
yet you will still not be able to save your friends.
How embarrassing for you.
I don't think you understand just how high my tolerance
for being embarrassed is.
Ahh! Hey! Whoa!
Huh?
The de-powering serum.
Ugh, someone needs a breath mint.
Had a feeling you'd be back.
Told you I'd keep my promise!
Hey Ock, taking a guess here,
but I'm thinking the same serum you used to de-power me
might work on a few other people we know.
I... I'm normal again.
And my memories, they're back!
Come on, come on, come on, come on!
Oh, boy.
Huh?
Oh, man, this is so much better.
Good to have you back, buddy.
And this is when the punching starts, right, Crossbones?
Thanks for the save, but you're on your own, kid.
This ain't my battle.
Huh?
Okay, so half of you are out.
Maybe it's time to change the name.
How's the "Sinister Unspecified Amount" sound?
Now, you're a duo.
Speaking of which, where's... Ugh!
Does the Spider ever shut up?
How long have we known each other?
Finally. My last hunt is...
You guys saved me.
Bros before rhinos.
You gave me my memories back, Spider-Man
and I now remember who my favorite superhero...
Are you okay?
After everything I've done to empower them,
you would think they'd have enough respect not to betray me.
Respect, Ock?
Is that what this is all about?
I am the greatest mind on Earth!
And I will remain unrecognized no longer!
Look at all of this!
No one knows you're a genius because they only see
the destruction you cause.
Destruction? I see power.
With great power comes great fear.
And with great fear comes great respect.
Here's some breaking news, Ock.
None of us are afraid of you.
Then I will make you afraid. By showing you truly great power!
Finally!
Ock, what have you done?
Ock, you made a serum for yourself?
I foolishly thought I would be respected for my brilliance,
but world only respects power!
Octavius...
Is most powerful!
And I thought you couldn't get any uglier.
This day's full of surprises.
Spider-Man,
you will never...
Again...
My mind...
I can't.
Must destroy!
The serum erased his intelligence.
Just what I need, a big dumb Ock.
I kind of miss old Ock's gloating,
it was comforting in a strange...
The bright side... I've always wanted to be taller.
Ock?
- You still in there, Doctor? - Help me.
Ock wants help?
Great, but how?
Not much of it left, only getting one shot at this.
Come on, Ock! Give a spider some space!
Okay! Time for a taste of your own medicine!
Ock!
After all I've done to you, your aunt, your friends,
why would you save me?
It's illogical.
Being a hero isn't always logical,
but it's always about helping others.
You want to be respected for your mind?
Try using it to help someone other than yourself.
Now excuse me,
I've got every hero in the city to save.
You realize I designed that dome to perfection.
There is no way to stop it.
Even I cannot.
Then it looks like I have to be smarter than you.
There's always a way, Ock.
Spidey! I knew you'd make it!
We don't have much time.
Cap, have you tried your shield timed with Thor's hammer?
We've run through every option we've got, Spider-Man.
Not every option.
This S.H.I.E.L.D. tech's gotta find a weakness.
Just need a molecular scan.
Time's running out!
I can see that, Venom.
That data suggests reverse polarization, but only...
At intermittent intervals!
That might do it, but it means...
Modifying some of this equipment.
Thanks for coming back, Doc.
And for using your genius for something other than yourself.
I am only motivated by the challenge this presents.
Nothing more.
Keep telling yourself that.
All right, Ock, we can do this!
Sorry I'm late for graduation.
He's brilliant.
This might sound crazy, but it could be possible
to convince him to use that brilliance for good.
You're right. That does sound crazy.
But anything's possible.
Some of us heroes have pasts we're not proud of either.
Good job, grad.
As the new class of S.H.I.E.L.D. Academy,
you're being given a chance to really learn about responsibility.
To become the Ultimate.
But you won't do it alone.
I'm putting you in the capable hands
of the best new S.H.I.E.L.D. Academy instructors.
Now let's see what you punks can do.
And you can call me Coach Venom.
No, no, no! Mister Venom.
No, uh, um... Professor V! Heh!
Not even a line at the bakery.
Everything's finally coming up Spidey.
Hiya, bug-brain.
I knew you'd come back here eventually.
Trapster?
This clown ruined my Uncle Ben's birthday before.
Some might even say my terrible take-down of him
is what got me sent to S.H.I.E.L.D. Academy in the first place.
I've been waiting for this moment for a...
Sorry, buddy, not my first rodeo.
I once told you that Captain America could stop Trapster in five seconds.
That took 3.4 seconds.
Nick Fury! So you're saying,
I'm better than Captain America?
That is not what I'm saying.
I don't know. That's what I'm hearing.
What I'm saying is
maybe you finally are the Ultimate Spider-Man.
Thanks, Nick.
It took me a while to realize it,
but I couldn't have become the Ultimate Spider-Man
until I learned how to be the ultimate Peter Parker.
Remember the time he tried to teach you
how to use your chemistry set?
Oh! The whole living room was smoke damaged!
But... But that didn't stop him
from trying to teach me.
Oh, Uncle Ben never gave up.
No, he never did.
I'm still learning from him.
I think you're teaching like him now, Peter.
- You've come a long way. - Surprising, huh?
The only person surprised is you.
We all knew exactly the kind of hero you'd turn out to be.
Oh, my! News alert.
There's a bank robbery in the East Village.
So, I guess this is it.
But there's no need to get all sappy.
I thought once I became the Ultimate Spider-Man,
that would mean my work was done.
But far from it.
This isn't the end.
This is only the beginning.
Sync and corrections by masaca - addic7ed.com -