[Gwen and Miles] Purge! Purge! Purge! Purge! [alarm beeping]
No. Not the security nodes.
What? Where am I now?
Oh, right, back in my own room.
And in my own body. At last.
So not only did Doc Ock swap minds with me
to try and be the Superior Spider‐Man,
he also cleaned my room?
Productive.
♪♪ [humming]
Ha‐ha.
Aunt May, boy, did I miss you.
Sweetie, I just saw you yesterday.
Right. Y‐Yeah, of course.
It just feels like it's been forever
since I devoured some of your delicious... wheatcakes?
What's this?
You encouraged us to eat healthier, Pete,
so this is healthier.
Uh, right. That was just a phase.
I'm way over that now.
Well, we promised each other we'd eat better,
so maybe I can add some granola to my wheatcakes.
Wheats and granola‐‐ sounds, uh, regular.
I gotta run to the bank. See you in a bit, Peter.
Mm‐hm.
I'm secure enough to admit I was wrong.
This newly aggressive hero
is exactly what New York needs‐‐
efficient and effective.
Crime rates are down,
and J. Jonah Jameson
now fully supports Spider‐Man.
[groans]
Ock really did keep himself busy when he was me.
Healthy diet, teaming up with the Avengers, and winning over J. J.?
That's something I could never do. [phone beeps]
Reports of supervillains fighting in the street?
Okay, now, this is something I can do.
The news report said the fight was somewhere over‐‐
Yep, think I found it.
[Mr. Negative] Nice work in there, Inner Demons.
That should keep Molten Man out of commission for a while.
And this new sword works exactly as I planned, boys‐‐
focusing my Nega‐Blasts.
Mr. Negative,
I was positive I'd run into you some day.
I just made that one up. Science jokes are hilarious, don't you think?
Spider‐Man? You have no idea what you have gotten yourself into.
You will never defeat my Inner Demons.
Give me a chance, Mr. Negative.
I'm very good with supervillain emotional issues.
Or were you talking about your street gang?
[Mr. Negative] Is part of your plan to wear me down‐‐
Yes! ...with your irritating humor?
Ooh, sick burn.
Huh?
This must be Molten Man.
I bet his burn is even worse.
Are you guys fighting over which one of you has the weirdest powers?
Because I can go ahead and tell you it's pretty much a tie.
This isn't your problem, bug.
Molten Man's on my turf.
Your turf?
People still say "turf"? I must not spend enough time with gangsters.
This entire neighborhood belongs to Mr. Negative.
Come on. New York isn't yours or yours.
This turf belongs to all of us.
You know, it just sounds weird when I say it.
"Turf." Eh, I can't pull it off like you guys can.
Get out of here, you clown.
I told you, you are no match for us.
Oh, so you guys'll work together just to fight me.
I feel like I'm helping a new friendship blossom.
It's kind of beautiful, really.
[groans]
[grunting]
Whoo‐hoo! Oh, yeah, who's still got it?
Me. The answer is me, Spider‐Man.
Uh, sorta.
K.O...
[groans]
Hm.
I take it Mr. Feelgood and Melty Man here
are headed off to your fancy‐pants holding cell?
No, given their criminal history and power‐sets,
they'll be sent immediately
to the highest security at The Cellar.
And before you make a basement joke,
I know you know what I'm talking about.
Sure. The Cellar's that specialized prison
designed to handle criminals with the most dangerous powers.
And also, I would never make a basement joke.
That would be beneath me.
[snickering]
Horizon High. So glad to be back.
I hope you're as excited to see me as I am to see you.
Hello. Hi there.
No one says hi back anymore? Okay.
[scoffs] Wow, what is this?
Unfriendly day?
Gwen, Anya, you have no idea how great it is to see you again.
Well, I mean, I'm sure I just saw you recently
probably 'cause we're still good friends and classmates, too,
and am I still talking? Good morning.
Uh, I said good‐‐ bye.
Hm.
Pete, why are you here?
Why wouldn't I be?
So let me guess, Miles‐‐
Ock somehow managed to make Gwen and Anya mad at me?
Gwen, Anya,
and every other person he‐‐ you‐‐ came in contact with.
But there's more.
What, he ruined my grade point average?
Improved it, actually.
But you don't go to Horizon anymore.
What?
You quit. I mean, Ock quit.
Who was you. You follow? And it wasn't pretty.
So you should probably get off campus before Max runs into you.
You‐‐ Ock you‐‐ pretty much told him off before walking out.
You're back at Midtown High now.
[groans] I should've known
it'd be more than just a clean room and no wheatcakes.
Wait. Midtown High's closed for repairs?
Right. The fight with Venom really damaged Midtown.
Is there any part of my life Ock didn't put into complete disarray?
Hey. Not sure if you can hear me,
but I wanted to see how you were.
That's not entirely true. I guess I wanted you to see how I was.
I know you did the right thing in the end, Otto.
You were willing to sacrifice everything to switch our bodies back.
You did the heroic thing,
but you were also the villain who caused all of this in the first place.
You know you made a real mess of my life.
I don't think you ever thought about your effect on me.
He affected my world too.
He saved my life. Saved my school.
Nothing positive came out of what he did to me.
That's not true.
I've researched Doc Ock's criminal history and I belie‐‐
hope‐‐ that after what he went through trying to be you,
he'll never return to crime again.
I would put that in the plus column.
[sighs] I learned a lot about him through all this.
Our childhoods were actually very much alike.
Then what went wrong?
A lot of things, but mostly Otto was isolated.
He had no one.
Well, he's not alone anymore.
[laughs] And I feel like I am now.
I can't even imagine what you're going through,
but I'm sure you're not as alone as you think.
As Spider‐Man, you've got to associate with people
who have seen some really strange stuff.
There isn't some friend you can talk to,
who might be able to relate?
Ms. Marvel's an Avenger,
so the bizarreness of mind‐swapping's probably just
a typical Tuesday for her.
She's probably used to it.
Oh, voicemail. Okay, yeah. I know how to leave a voicemail.
Hey, hey, hi. It's Peter, Peter Parker.
Just checking in. I wanted to see what you've been up to,
other than obvs Avengers stuff,
but um, you know, if you wanna give me a call back,
I'd be agreeable with that option.
So I will hear from you later on the flipside. Lates.
[groans]
Why does she make me so nervous?
You know what? I can do better in person.
I mean, couldn't do worse in person, right?
Whoa, what's happened here?
So either Hulk's been playing dodgeball with flaming meteors again‐‐
which is more likely than people realize‐‐
or the Avengers have been attacked.
No sign of the attackers
or the Avengers.
Maybe there's a chance this was just a Thor birthday party
gone completely out of control? Maybe?
What?
Sand?
Okay, one thing's for certain.
This is definitely not a birthday party gone wrong. [Hulk roaring]
[Spider‐Man screams]
Whoa! [groans]
Hulk? Looking a little groggy, buddy. Are you okay?
[screams]
So... that just happened.
That portal looked just like the kind Spot uses.
And sand? Sandgirl?
And who on earth threw Hulk?
Who on earth could throw Hulk?
Did a bunch of villains
start some kind of anti‐Avengers club?
I wonder where‐‐
Ms. Marvel. Maybe that's why she didn't pick up.
She's in trouble.
Hope they're near by, not on the moon or something.
Ugh, voicemail again.
Redial!
Maybe I can find some kind of security footage.
[computer voice] User‐‐ Spider‐Man, not an Avenger.
Access denied.
Denied? Are you kidding?
I'm practically an honorary Avenger.
Kind of.
Oh, come on. Voicemail again?
What? What do you want?
Finally. How are you?
Seriously? I'm very busy right now.
I'm just glad you're okay. This better be an emergency.
I don't have time to talk about our busted friendship.
It is an emergency.
I'm at Avengers Tower and‐‐
Wait, we have a busted friendship?
I only picked up 'cause Cap told me to.
Said something about letting people apologize
and being a "good person."
Where are you guys? Who are you fighting?
Light blasts? Who is that?
Oh, no.
Great, just in time to impress Captain America with‐‐
my amazing ability to be completely unhelpful.
I just can't win today. [bushes rustling]
Whoever you are,
you know I'm sort of an honorary Avenger.
This ends now.
[owl hooting]
Oh, great.
I issue one of my most intense challenges
to a nocturnal bird.
So Sandgirl got Iron Man, Spot got Hulk,
and someone with light blasts
and teleportation powers
got Ms. Marvel and Cap?
Why didn't anyone attack me?
I'm gonna try not to take this personally.
[gasps] Don't mess with us Avengers.
You're not an Avenger.
Black Widow.
Well, I'm kind of like Avengers‐adjacent, right?
Not really.
Which means you're in luck
because someone's focused on taking us down one‐by‐one.
I'm trying to figure out who it is.
Me, too.
By shouting at owls in a public park?
[owl hooting]
That was a private moment.
So far looks like Sandgirl and Spot,
but who attacked Cap and Ms. Marvel?
Seemed like Cloak and Dagger, but I didn't get a visual.
Cloak and who?
Cloak and Dagger?
You're the one that brought them down, Spider‐Man.
Oh, yeah, right. Of course.
That was totally me.
Why would those four attack Avengers?
I don't believe they did.
Every one of them is currently behind bars
in The Cellar.
Then obviously they escaped.
No one escapes The Cellar.
Before it opened, they hired me to test the facility.
Even I couldn't get out.
Don't ever tell anyone that.
So I'm sure you have another theory about who's behind this.
Your recent out‐of‐the‐box methods of fighting crime
have been impressive.
Impressive?
People keep telling me I was acting like a jerk.
Sure, but an impressive jerk.
That's gotta be Electro.
Another villain from The Cellar?
Molten Man? He was locked up there just this morning.
You might be on to something, webs.
Maybe The Cellar isn't as secure as it once was.
Black Widow complimenting me?
I am so gonna post that on social media.
Whoa!
But I'm not gonna post about this!
Whoa.
This is the worst game of tag.
Okay, guess I'm it.
Spider‐Man!
Widow!
Okay, so no one's attacking me again?
I'm right here.
I'm totally taking this personally now.
At least I managed to get a Spider tracer on Widow.
I just hope the Spot didn't transport her out of range.
And it looks like he did.
Great. Lost another Avenger.
[woman] Not a chance. It's simply not possible, Spider‐Man.
Sandgirl, Spot, and the others
are all locked up in The Cellar.
I know it sounds crazy, but trust me.
These villains captured the Avengers
and transported them to who knows where.
This is big.
I agree it's big,
but they didn't break out of The Cellar.
Augustus Roman, the warden, was my mentor.
He's like a father to me.
If there was a problem, he would've told me.
And I'm sure this Augustus is a great guy,
but Spot opens portals.
Who's to say he didn't use his powers to break them all free?
Fine, if you won't take my word for it,
there's an easy way to nip your theory in the bud
so we can focus on finding out
who's really behind this.
Yuri, it's getting late.
Are you still at work?
We talked about this.
Don't worry. Heading home soon.
I wanna introduce you to someone.
Augustus Roman, this is...
Spider‐Man. What gave it away?
I owe you a debt of gratitude, young man.
You do all the hard work,
taking these criminals off the streets.
For that, I and all of New York City
are eternally grateful.
It's my honor to ward over them here at The Cellar.
Yeah, about that...
Spider‐Man believes some of your inmates have escaped.
I assure you there have been no breaches.
I've just seen evidence that tells me that's not true.
Let me put your concerns to rest.
Shannon, could I have some help?
This is Shannon, my assistant.
Can you pull up footage from our cameras in the cells?
Our cells, by design, dampen all of their powers.
They can't escape.
And as you can see,
all of our occupants
are still contained.
You said you saw some of these criminals this evening, Spider‐Man.
Well, I didn't exactly see them.
Just evidence of their powers.
I'll have Shannon make you a copy of the footage
so your specialists can run tests
on its authenticity.
That was what you were gonna ask next, right?
Maybe.
I assure you The Cellar has not been compromised.
And I, of course,
will be of any help I can be
if you need it in the future.
[Yuri] Thank you, Augustus.
Sorry to waste your time.
You believe me now?
Of course.
Just because they're in The Cellar now
doesn't mean they haven't found a way
to sneak out and back.
Guess it's up to me to prove it.
And if I can't find the villains,
maybe I can still find the Avengers.
Boosting the electromagnetic signal
might expand the range of my tracer's coverage.
And... ha, got ya!
Where's that? Underground?
Oh, man, me alone against a team of supervillains.
The old red and blues aren't gonna cut it.
But Ock gathered up some interesting gear.
A negative ion displacer.
That'll come in handy with all these portals I've been dealing with.
Time for a Spidey makeover.
Tada!
Let's see Doc Ock try to put together a new suit
with tape, glue, and gum like I can.
Ugh, the first place I go in this new suit is the sewer?
I'll never get this stench out.
[groans]
According to my tracer,
the Avengers should be right here.
It's not like you can hide Hulk.
My tracer.
This was a trap!
Ice? What, is Blizzard on your team, too?
Uh, whoa, you must be new in town.
I'm Spider‐Man, and you are?
I'm am called the Regent.
And although my quest for vengeance is not with you,
I cannot let you get between me and the Avengers any longer.
Man, does everyone need to remind me how I'm not an Avenger?
Your interference stops now.
You're not a villain team.
You're some guy with their powers?
[laughs] I'm disappointed
it took you this long to figure it out.
No need to shame anyone.
And team or no team, I'm prepared for you.
Sodium bicarbonate‐‐
one of fire's least favorite chemicals.
Impressive, but there is no way
you have counters for all of my powers.
Lightning rod.
Classic.
Like your namesake,
you are becoming an irritating pest
who must be exterminated.
Are you trying to banter?
It's kind of adorable.
Enough!
Oh, come on. What is this power?
If you had left well enough alone,
you would've avoided all of this.
My hatred is not towards you.
Aw, that gets me right in the feels,
but maybe this'll get you right in yours.
Wind power? Who has that?
[man] Nobody move! [man 2] Who is that?
[chuckles] You are just an inconvenience, Spider‐Man.
And that ends now.
That looks like the portal he used on Cap and Ms. Marvel.
Come on, negative ion displacer, don't fail me now!
It's not strong enough.
[screams]
Spider‐Man, no!
[groans] Where am I?
[Hulk groans]
Well, the good news is I found the Avengers.