♪♪
[Spider-Man] Any architect will tell you that no matter
how impressive a structure is,
it's only as strong as its weakest link.
[tires screeching]
[grunts] Since when do you know so much about bridges?
You know everything relates back to science.
[Otto Octavius] Are you two always this chatty? Pretty much.
Then I guess I'll be known as the quiet one.
[clamoring]
This whole thing will come down if we can't relieve the pressure.
How much time do we have? They're breaking every 12.6 seconds.
You do the math. So the answer is... "not enough."
The weight shouldn't matter if we can create a web support
with the proper geometric angles--
compression at its top part and tension in its lower.
[beeping] Got it!
Then stop the chitchat and get to work.
[Miles] This feels weird.
[grunts] Costume riding up again?
No, working with the Octopus.
That's Otto Octavius, for crying out loud.
He almost failed me for using a No. 3 pencil!
What if he starts critiquing my spider moves?
Relax. He doesn't know we're his students.
We're just two heroes welcoming him to the superhero community.
Just one more pass, and... [web lands]
[Miles] Had to get creative, huh?
It's what I do... along with keeping this city safe.
[man on radio] Luckily for New York commuters,
the Spider-Men, and the newest member of their group, the Octopus,
were on hand to prevent any serious injuries.
Turn that off.
Yes, sir. Should I drive us home?
No. Keep circling until I say otherwise.
Whoa! [whimpering]
[snarling]
Don't you know claws ruin a car's finish?
Will you look at that! I think someone's pet lizard escaped.
Better than battling a giant hamster, I guess.
[grunts] [growling]
[grunts]
[thud] [breathing heavily]
What? No witty remark? Yep.
He's definitely going to be known as the quiet one of the group.
[growling] [Spider-Man] Oh, no, you don't!
Arachna-pus formation! We need a better name for that.
[grunting]
[tires screeching]
[grunts] [Miles yells]
Gotcha! You're not going any-- [growling]
[grunts] Eww!
Don't worry. I'll stop... him.
Okay, so here's a fun fact I forgot.
Lizards have the ability to detach their tails
and compress their bodies nearly flat.
Lucky us. We get a... souvenir. It is lucky, actually.
The DNA from this tail will answer many of our questions.
To the cave of analysis!
No good? I was referring to my lab at Horizon High.
Thought you guys wanted me to be witty.
It's definitely a member of the Lepidosauria family,
but unlike the ones we covered in class,
these seem to have traces of something else.
[clears throat]
I-- I mean, look at all these squiggly things!
[sighs] Those "squiggly things," as you call them,
are strands of human DNA.
If you were one of my students, I'd expect you to know that.
But-- That explains the Lizard's size and posture,
but not why it was attacking that car.
Maybe the question is not why it was attacking, but who was it attacking.
You put a camera in your arm?
Of course. For research.
In fact, I've been watching your spider moves,
and I have a few suggestions on how to improve them.
[quietly] I told you he was critiquing us.
[Spider-Man] That's Norman Osborn's car.
Why would a lizard be attacking Norman?
My expertise is in atomic physics, not reptilian behavior.
Perhaps we could use some help in this area.
I'm running a search for the best scientific minds
in the fields of genetics and herpetology.
Ah! Of course! Dr. Curt Connors.
Geneticist, biologist, biochemist, herpetologist.
And he just happens to work for Oscorp.
That's too much of a coincidence not to check out.
Uh, may I remind you that Norman Osborn isn't exactly a fan of ours?
Really? He's been nothing but supportive of my genius.
Perhaps your association with me will improve your standing.
Maybe he'll be the cocky one of the group.
Otto Octavius and... [sighs]
colleagues to see Curt Connors.
I'm sorry, sir.
No one is allowed past this desk without an appointment.
Then just call me "Nobody."
I'm sorry, sir. I'm still not seeing that name.
I'm trying to be quippy.
Is it my delivery?
Ah, they just need to get to know you.
In that case, behold, the Octopus! [groans]
[alarm blaring] Oh, boy.
Now may have not been the best time to unleash those babies.
[yawns] [grunting]
[crashing, clattering]
[Otto] Ow! [grunting continues]
Whoa! [laser weapons continue firing]
[Spider-Man grunts] Yow! [thud]
Right according to plan.
Deactivate security!
I think we already deactivated it.
Oh, then please accept my apologies.
That was not meant for you.
There have been some... attempts on my life recently,
and I needed to heighten security.
Otto, a pleasure to see you again.
I'm glad your talents have evolved as I predicted.
And congrats to the three of you for saving the bridge this morning.
Hold on a second. You're happy to see us?
You're not going to try and capture or experiment on us?
Yeah. 'Cause I'm scanning your words for sarcasm, and nothing's coming up.
I told you that my association would improve your likeability.
Spider-Man, I owe the both of you an explanation.
I rushed to judgment when I met you two,
and, well, maybe it's been the attempt on my life,
but I realize I'm better off with you as friends than as enemies.
We'll see.
The reason we're here, Norman,
is because we wanted to talk to Curt Connors
about that lizard that attacked your car earlier.
I'm afraid that won't be possible.
You can't stand in our way, Norman.
I mean, you can't talk to Curt Connors about the Lizard
because Curt Connors is the Lizard.
What? What happened? [gasps]
Curt was-- is one of Oscorp's most brilliant scientists.
But when he heard I was funding research in limb regeneration
based on lizard DNA, he thought he could apply it to his lost arm.
I told him that the research wasn't ready,
but he went behind my back and used the serum on himself anyway.
It turned him into that lizard creature. [roaring]
Now he blames me and has been trying to destroy me for it.
What a pathetic waste of a mind.
[Lizard snarling] [Spider-Men] Huh?
Dr. Connors, we were just talking about you. I'm outta here!
Were your ears hurting? Activate security!
Something tells me that's us! [roars]
[roaring]
Wow! His tail came back one, two, three! [grunts]
[yelling]
And I'm coming back with a one-two punch!
Don't hurt him! That's still Curt Connors.
Arachna-pus formation! Still not loving that name.
No time for gymnastics. We need to stop him from hurting Norman!
It's not gymnastics, Otto.
It's teamwork! [groans]
Norman, what type of fire suppression do you have here?
A cooling gas system. Perfect.
[Spider-Men straining] [growling]
Lizards are cold-blooded.
No heat, no movement.
Thanks for the h-h-heads-up.
We should get him webbed before he heats up again. [Norman] No need.
My technicians have been working on a containment suit
in the hopes we would capture him.
It's probably best if I keep him here.
I have a team of scientists working on a cure from the original formula.
[Spider-Man] I'll admit, that containment suit seems pretty secure.
Otto, I need your help. [chattering]
I have some data that I believe can be converted into a cure,
but no one on my team is anywhere near the genius that you are.
Would you take a look? I'd be happy to help.
It's nice to have one's genius recognized for a change.
Ah. Good. And I just have to ask again,
is there any way I could get you to leave Horizon and come work for me?
Well, I appreciate that, Norman.
But the thing is, while I know I'm brilliant,
I am only 19 years old,
and Max was the first to trust that age would have no bearing on genius.
So I feel I owe him... for now.
Very admirable.
But if you change your mind, my door is always open.
Thank you, Norman. You don't know how happy this makes me.
[Spider-Man] You're welcome!
You're doing well, Curt. [grunting]
Just one more job, [groaning]
and I promise we'll regrow that arm of yours.
[grunts] Norman, please.
Stop turning me into that thing.
Oh, you don't want me to stop now.
I'm so close to sharing the regenerative formula with you.
That is what you want, isn't it?
Okay.
Just one more time.
Excellent. Now rest up.
You've got a big day tomorrow.
After I've made one important phone call.
[Miles] You okay, Pete? [Peter] Yeah. Sorry.
I just-- I'm starting to feel Otto pulling away.
I thought I could train him to be a superhero like us,
but I'm concerned my teachings might take a back seat to his ego.
Look, you're a great role model, Pete.
And if Otto can't see that, then maybe he needs mechanical eyes instead of arms.
Or maybe I need to work harder.
Well... [chuckles]
good luck getting through that grumpy exterior.
'Cause I don't see the hero as clearly as you do.
Hello, you precious little underachievers.
As you know, today is test day.
And since your grades on the last test were so abysmal, [groans]
I've come to the conclusion I'm working you too hard.
So, since I'm in such a good mood,
I'm just going to give you all A's!
You get an A! You get an A! [gasps]
A's for everyone! [students murmuring]
Wow! I take it back. He is my hero.
Otto, may I have a word?
Of course, Maxy, ol' boy!
Otto, how many times do I have to remind you
not to conduct unauthorized experiments within the walls of Horizon High?
What are you talking about? I received a call informing me
you're involved with something dangerous again.
From whom? That doesn't matter.
Clearly it does if you're going to take their side over mine.
Look, even you have to admit you don't have the best track record.
First it was the mechanical arms,
and then the secret power source you were working on.
Both successes, I might add.
Yes. But those experiments put you, your students, and this school in danger,
and I simply cannot have that.
My rules are in place for a reason.
Max, I am not involved with anything
that would put anybody here at Horizon in danger.
All right. If that's what you say,
then I trust you.
[phone vibrating]
What?
Otto? Otto? It's Norman!
The Lizard's broken free of his restraints! Have you found the cure?
Yes, I believe I have. Then get over here fast.
My life... is in danger!
I'll be right there. [cries out]
[groans, hisses]
Class dismissed. [students gasp, murmur]
But the bell hasn't rung. Huh?
Now, remember, [hissing]
this has to look good for Otto.
Do this, and you'll never have to become the Lizard again.
And you will finally give me the formula to regrow my arm.
Am I not a man of my word?
[gasps, exclaims] Hope I'm in time!
[Lizard growling] [clattering]
[grunts] Get behind me, Norman!
Is this a private party?
What are you two doing here? I got the call, not you.
We're a team, Otto.
I don't need you. I have the cure.
Where'd you get that? Norman knew it would take
a superior level of genius to create one,
so he gave the data to me.
Hey! Did you test the genetic markers for abnormalities?
[snarling] Or calculate the polymerase chain reaction?
You should probably test it before you just inject him.
Don't try and pass yourselves off as scientists
by regurgitating things you've heard me say.
You referred to DNA as squiggly things, for crying out loud.
[grunts] [growls]
Now we'll see what true genius can do!
[crying out]
[Spider-Man] I'm gonna go out on a limb and say that wasn't a cure.
[roars]
[Otto Octavius] My calculations were correct.
Th-This shouldn't be happening.
Could someone have tampered with your vial, Otto?
Someone who wants to stop you from being a hero
so they can have all the glory?
You! You did this!
Switched it with something while we were grappling for it.
Me? Otto, you've lost your mind if you think I'd do something like that.
Yeah. You think we want a 60-foot lizard monster?
'Cause if so, your ego is as big as he is. [roaring]
[all yell]
[Otto screaming]
[grunts] Let go of me!
We need to work to-- There's no time, Otto!
Be the hero you are and destroy this monster
before it levels the city!
No, Otto. We can still save Dr. Connors. Together.
[grunts]
I don't need my hand held.
[Lizard growling]
[growling intensifies]
[roaring] Otto, stop it!
You're enraging him! [grunting]
And you're enraging me! Aah!
Hey, ugly! Here's web in your eye!
[groaning]
[car alarms blaring] Okay. Bad idea.
[growling]
[yells]
[car alarms blaring]
So sorry the formula didn't work as expected, Otto.
Maybe my calculations were... off.
Looks like today just isn't your day.
See to it that this gets to all the news outlets.
He's alive. Just unconscious.
Good, 'cause he was getting a lot tougher to fight than Lizilla over there.
But I have an idea.
Come on!
Web him to these skyscrapers.
They're made of reinforced steel and should help slow him down.
[growling]
[Spider-Man] Oh, come on!
This just keeps getting grosser.
But maybe it can be helpful. One of us should take
a sample of this back to Horizon and see if we can't create a cure!
Whoa! [grunts] Very smooth.
Use Otto's computer. Maybe it'll help you
figure out what went wrong the first time. [roaring]
You're about a what, size 2,000 wide?
[roaring]
[grunts] Ugh! Knew I should've gone with 3,000.
[communicator beeping]
Cures 'R Us. How can I help you?
Funny. How's it coming?
Turns out the data Norman gave Otto was tainted.
Maybe even incorrectly labeled.
Norman's too smart to make a mistake like that. Why would he do that to Otto?
I don't know, but now's not the time to figure it out.
Try decoupling the reptilian DNA from the isotope.
[beeping] It's working!
I'll have it to you in no time.
Don't bother. We're coming to you.
You're bringing him here?
He's a hundred-foot lizard!
He's going wherever he wants!
[roaring]
[grunts]
Okay, you want the good news or the bad news?
There's more bad news? [roaring continues]
Let's just say the Lizard is so big
that his skin is four times as thick.
You need to inject him at the base of the skull where the flesh is the thinnest.
What's the good news? You get to be the hero now.
Good luck!
Whoa! [grunts]
Hold still already, will ya?
[roaring]
[grunts] Great.
[grunts]
Now, time to test-drive the new Web Wings.
[grunts] [groaning]
No! No, no, no, no, no! Don't fall on Horizon!
Phew! [gasps]
Oh, no.
[groaning]
Dr. Connors, welcome back.
[bystanders cheering] [siren wailing]
And it appears that Otto Octavius,
the self-proclaimed "Octopus,"
is responsible for the giant rampaging lizard
that endangered the city.
You lied to me, Otto. It wasn't supposed to be danger--
I don't wanna hear it.
I guess I can't trust you anymore.
So, it pains me to say it, but--
[groans] Let me save you the trouble, Modell.
I quit!
I'm going someplace where I'm appreciated!
We should tell Max that it wasn't Otto's fault--
that Norman gave him tainted data.
I don't think Max is the one who needs convincing that Otto should stay.
[elevator bell dings]
Otto! Hmm.
Welcome to Osborn Academy.
I've waited a long time for this moment.
[Norman] Uh, go check out your new lab.
I'll be with you in a moment.
Thank you, Norman.
[Norman] Everything all right, Spider-Man?
Was this your plan all along, Norman?
Get Otto fired so you could hire him here at Oz Academy?
Why, whatever do you mean?
Don't con me. If we're friends now, then you'll tell me the truth.
The truth, Spider-Man,
is that we are decidedly not friends.
At least not until you confess that you are a soldier in the Jackal's spider army.
I don't know what you're talking about. Then prepare yourself.
Because if you thought I was after you before,
you have no idea what's about to come next.
Your days are numbered, Spider-Man.
Then he says [in deeper voice] my days are numbered.
Man, that's twisted.
But not the craziest thing we've seen today.
Hey, you sure nobody else can do this?
We're the ones who detached it,
so we're the ones who have to get rid of it.
[grunts] I don't know, Miles.
I really thought I could teach Otto not to let his ego get the better of him.
I thought I could turn him into a hero like us.
But if he's aligned himself with Norman Osborn, I don't know what to think.
[grunts] Well, you know what they say.
"No matter how much a snake sheds its skin...
[both grunt]
[both sigh]
it's still a snake."