Marvel’s SPIDER-MAN Series - Full Story Explained

In 2010, high school student Peter Parker was bit by a radioactive spider that gave him power. And at the price of his Uncle Ben's life, he learned what kind of responsibility comes with that power. He spent the last 8 years atoning, fighting crime, and saving lives as the friendly neighborhood Spider-Man. Now, Peter is about to learn a few more lessons about sacrifice, betrayal, and impossible choices. But this story begins years earlier before even the spider bite. In 1986, Norman Osborne crosses a line. He and Otto Octavius founded Oscorp to change the world. But the mission becomes a lot more personal for Norman when his wife Emily is diagnosed with Ostrin syndrome, a rare and life-threatening genetic disorder. The diagnosis makes Norman desperate enough to expedite human testing of their new miracle cure, GR27. The idea is to pair crisper genome editing with AI controlled GRNA to identify and replace genetic mutations and errors. It could cure cancer, genetic disorders, birth defects. A great idea in theory, but there's a reason the lab techs call it Devil's Breath. They gave it to one rat and all 40 were dead a week later. Turns out it incorrectly targeted the immune system and became highly contagious, but Norman Osborne is desperate. On September 17th, 1986, he invites the Lee family to his lab. He tells Otto they're just here for a consultation, then proceeds to give their son Martin a dose of the devil's breath. It profoundly alters the boy's physiology. It gives him power, the ability to manipulate and control negative energy. Of course, he has no control of that power yet. He has no control when negative energy explodes out of him and kills his parents. [screaming] After that, Martin goes into foster care and grows up hating Osborne. and Otto leaves Oscorp to found his own lab where he intends to pursue science ethically for a time. Anyway, in 2010, not long after the bite, Peter enters the young entrepreneurs competition with his best friend, Harry, Norman Osborne's son. They present tomorrow, and Harry is feeling confident. He showed the presentation to his mom, and she thought it was great. >> She had one critique, though, the name. She said we should rename it Heal the World. >> Holy cow, that's perfect, right? There is one problem. School bully Flash Thompson and his cronies broke Harry's laptop, the one containing their presentation. Their only hope now is to break into the school and grab the backup USB from Peter's locker. They evade the guard, get the drive, and get away clean. That's when the helicopter shows up. We got to hide. >> It's not the cops. It's my dad. Dad, I told you I'd call you when I got home. >> It's your mother. >> That's when Harry finds out his mother passed. In the years that follow, Norman's greatest fear is realized. Harry gets sick, too. It turns out he inherited the ostrin syndrome. So Norman's desperation for a cure reignites. He even works with Wilson Fisk, the notorious but not proven in court kingpin of crime. Norman has the mob boss build him a secret research lab to continue work on Devil's Breath. But one night, he discovers a new, more exotic avenue to a potential cure. Though it would take a truly desperate man to use it, an extraterrestrial organism. A meteorite containing the sentient black goo lands on Earth and of course Oscorp is first on the scene. Dr. Kurt Connors approaches the thing and it latches onto his arm. They only manage to free him by severing that arm with bullets, but they do capture the thing and study it. They call it a symbiote for the way it tries to bond with a host. It has incredible healing properties. It could save Harry, but it is also an alien. It's unpredictable and could be incredibly dangerous. For now, the potential alien cure remains a distant plan B. In addition to OCorp and Octavius Industries, there's another company on the rise attempting to push research beyond its limits. The Roxson Energy Corporation. They've been around for 80 years, but now they are making great strides in renewable energy, and they're hiring. Rick Mason joins the company to lead research on a new energy source, New Form. Something his younger sister, Finn, celebrates. She's a big proponent of clean energy. So is her best friend and science fair partner, Miles Morales. In fact, the two recently won an award from the Oscorp Science Center for their energy converter, where Miles bumped into someone whose fate is closely tied to his own, though neither will know it for a few more years. Peter Parker, there with his boss and mentor, Dr. Otto Octavius. Peter interned for him in college and now works at his lab, at least when he isn't too busy fighting for the city as Spider-Man. Sometimes that means taking on super villains like Scorpion, Electro, or the Lizard, the monster Dr. Connors becomes after trying to regrow his arm with reptile DNA. Sometimes evil comes in the form of ordinary man like the kingpin Wilson Fisk. The bottom line, being Spider-Man is a more than full-time job, which makes it near impossible for Peter Parker to fulfill his obligations as a normal person. He's often late to work at Octavius Industries, where he and Otto are researching prosthetics with advanced neural interfaces. His rent is often late, and his pile of unpaid bills grows daily. Peter often misses or cuts short dates with girlfriend Mary Jane Watson. Though, that's not why they break up. In fact, unlike everyone else in his life, Peter is honest with her. She knows he's Spider-Man, so she knows why he often leaves at such inopportune moments. No, that isn't the problem. The truth is that by now she's used to the idea of Peter constantly throwing himself into danger. She knows he risks his life every day as a hero, and she's learned to trust his judgment to decide just how much danger he's willing to take on. The problem is that Peter has not learned to do the same for MJ. She wants to fight for New York, too. as an investigative journalist for the Daily Bugle. And as a journalist, she often puts herself in danger getting close to people like Wilson Fisk. Peter worries about her to the point it's smothering. He tries to stop her from doing the job she signed up for, and when it becomes too much, she ends things. After losing a girlfriend, Peter loses a friend, too. Harry Osborne. Turns out Peter isn't the only one with a secret. He hasn't told his best friend he's Spider-Man, and Harry hasn't told Peter he's dying. He hasn't told him they've run out of options, except that one, the alien symbiote. So, Harry tells his friends he's going to Europe to find himself. In truth, Norman Osborne and Dr. Connors are bonding him with the symbiote. To mitigate the risk, they place him and the alien in a stasis pod, effectively putting Harry in a medicallyinduced coma while they study the symbiote and its interaction with him. The hope is that one day soon they'll witness a successful bond with no adverse effects. Then they can wake Harry up to walk out of the pod cured. With MJ and Harry out of the picture, Peter needs some good news. And soon he gets it. For years, Spider-Man has tried to stop Kingpin. He's interfered with his operations, maybe slowed him down here and there, but he's never been able to stop him altogether. If he could take down the king of New York City crime, it might be one of Spider-Man's greatest accomplishments. For some time now, he's been working with NYPD Captain Yuri Watonab to build a legitimate case against Fisk, something that'll stick better than Spider-Man's webs. MJ has been contributing too, digging up intel through her own investigations through the Daily Bugle. And on October 22nd, 2018, 8:05 a.m., the two words Peter has been dying to hear. Fisk and warrant. With Spider-Man's assistance, they make the arrest. As they toss Kingpin in the back of a police van, he has a few choice words for Spider-Man. >> IDIOT. I'M THE ONE WHO KEPT ORDER IN THIS CITY. ONE MONTH. IN ONE MONTH, YOU'LL WISH YOU HAD ME BACK. >> SOON, Spider-Man will find out the Kingpin was right. His absence will have cataclysmic results. But for the moment, Peter enjoys his victory and rushes to work. >> I'm sorry I'm late. You started without me. >> Otto's lab is funded by a grant from the city, overseen by a committee that is eager to see results. The director will be here shortly, so Otto couldn't wait. Anyway, the results of today's test are promising for nearly an entire minute before the power dampener fails. When the director shows up, she can still smell the smoke. >> Is there somewhere else we can discuss this? >> Maybe you should take the rest of the day off, Peter. But we'll talk later. That night, after confirming Otto stepped out for dinner, Peter stops back in the lab to make repairs on his spider suit and a minor miscalculation. Otto was getting takeout, so he strolls back into the lab to find Peter standing over the spider suit. >> Parker, Dr. Octavius, I uh What you got there? Chinese. If I knew you'd be here, I would have What are you working on? Oh, just a side project. Of course it's you. I uh I I I don't know what you're >> Come on, Parker. It's obvious. >> Let me explain. I only wish you'd told me sooner. >> I wanted to but I was afraid that if word got out, my family might be in danger. >> Yes. I guess if you design his equipment, you're bound to be a target, too. >> Yeah. Yeah. Don't worry, your secret's safe. >> It turns out to be a lucky accident because after a brief nap on the couch, Peter wakes up to an email from Otto. After finding out about Peter's night job, he couldn't help himself. He's put together a bunch of notes on how to improve the suit, including the suggestion of a white spider emblem. According to Carla Sofen's research, higher contrast leads to slower visual processing. Peter incorporates his mentor's suggestions and later that night debuts the advanced Spider-Man suit designed personally by Dr. Otto Octavius. While taking the suit for a test drive, more good news. Otto smooth things over with the committee. Tomorrow they'll be fitting Lance Corporal Texador, a veteran who lost an arm with their new prosthetic. If that goes well, Auto Octavius Industries should be okay. Peter promises the doc he'll be there on time. Finally, Peter drops in at Feast, the homeless shelter where his aunt May works. Tonight, she's celebrating 5 years on the job. The place is run by philanthropist Martin Lee. The same Martin Lee who lost his parents and gained superpowers in 1986. Though, just like Peter, he keeps his super side secret. >> Hey, Martin. So sorry I'm late. >> You were right on time. Just keep her distracted while we get everything ready. >> You got it. >> Hey, there's my favorite aunt. >> Peter, what a nice surprise. >> Need some help? >> Uh, yeah, sure. Oh, there are some heavy boxes. >> No, no. I I mean, I mean, I mean, not yet. I mean, I came to uh uh I just just just wanted to talk. >> Okay. Okay. Um, >> Peter, are you in trouble? Do you need money? >> No. I I mean, I'm a little behind on my rent, but No, no, no, no, no. I'm I'm I'm fine. >> Girl problems again, huh? >> What? [laughter] No. That's crazy. >> I still wish you and MJ could work things out. She's a great girl. >> She is. But >> the two of you would make some beautiful babies. >> Uh, >> Peter, what is it? Come on, you can tell me. these past few years, you helping me through college and working here and sacrificing so much and asking for nothing. I just wish there were more people like you in the world. >> He's right. 5 years ago, you walked in here and told me you were inspired by my mission to help others. Now, it's you who inspires me. Thank you, May, for everything. Here's to many more years of service. >> Thanks again for setting all this up. >> Oh, I just wish I could do more. >> Well, May's always told me if you help someone, >> you help everyone. Maybe we should send May to city hall to have a word with the mayor. >> Oh, I got to run. Um, thanks again for the party and everything. it. >> It's a voicemail from Yuri. The silent alarm was tripped at the auction house holding Fisk's estate sale. When Spider-Man drops in, he finds masked men with guns looking for a file. And he finds that file in the hands of a journalist, Mary Jane Watson. The Daily Bugle doesn't know she's here, but MJ couldn't waste this opportunity to find more skeletons in Kingpin's closet. So, she let the auction house manager believe she's here to report on Fisk's art collection. and she came to snoop. That's how she discovered a file about something called Devil's Breath. Coincidentally, that's when the masked gunmen showed up looking for it. Now, the place is swarming with them. She and Spider-Man quickly hatch a plan. >> Okay. Um, you hide back there. I take out the bad guys. You make a break when it's clear. >> Sounds like a plan. >> Good to see you, Pete. >> Yeah, you too. Not exactly how I pictured us meeting again, though. >> Funny. It's exactly how I pictured it. >> Unfortunately, they spot MJ and take the file. At least Spider-Man stops them from hurting her, and he gets a hold of one of their masks. Hopefully, a clue to who they are, who they work for, and what they want with Devil's Breath, and why some of their men have weapons imbued with a strange dark energy. Spider-Man takes off, then texts MJ. He offers to buy her dinner at Mix where they can talk. Mix >> like the last six months never happened. >> And at mix, it doesn't take long before things turn toward the elephant in the room. >> So, creepy mask, guys. What's your take? >> Just another night in the city. What's your take? [snorts] >> I feel like there's a bigger story there. Let's not make this all about business. How's How's it going with you? Did Did you get that promotion? >> No, but we're on the cusp of something really big. You know Oscorp would hire you in a heartbeat, right? One phone call to hair. >> Sure, but Dr. Octavius's work will help millions. I'm right where I want to be. Right where I should be. >> Almost sounds like it's more important than your other job. I've never heard you talk like that before. >> Well, I can change in 6 months. >> Why did you ask me here, Pete? >> You know, just uh just dinner between [music] friends. >> Friends? Is that what we are? >> Maybe we could be, you know, if if that's what you wanted. >> There's a lot of baggage here. >> Yeah, sure. But is that so bad? I mean, baggage [music] can carry good things, too, like uh like money and uh keys and raspberry lip balm. >> Do you remember why we broke up? >> This is a trick question, isn't it? Saved by the siren. >> Talk to you later. >> Go. >> Love seeing you two together again. You always were my favorites. >> Following the sirens leads Spider-Man to Shocker, robbing a bank. He nabs the villain and asks a few questions. He knows Shocker is dumb, but not dumb enough to rob a bank and break parole with cops watching his every move. Someone must have put him up to this, but the villain keeps his mouth shut. Now to find out about those masked men. Peter waits for the sun to come up, then stops at feast to see Martin Lee. He has a degree in art history and might offer some insight on the mask. He tells Martin it's part of a story MJ is writing. Let's >> see what you have. Interesting. Where'd she find it? >> I'm really not sure why. What is it? A >> replica of an antique Chinese opera mask. I haven't seen one in years. This symbol here roughly translates to demon. >> Demon? >> Well, my father read me ghost stories with that mask and symbol in it when I was young. Scared the hell out of me. It could be connected to dangerous people. Mary Jane might want to find a different story. >> You think she's in trouble? [sighs] I don't know. Why take the risk? >> Soon, a call from Otto reminds Peter of yesterday's promise. Lance Corporal Texador is at the lab now for his fitting. Peter rushes over to find him already wearing the artificial limb. A success, but too late. City workers let themselves into the lab and start confiscating equipment. >> What do you think you're doing? >> The site's been declared a safety hazard. Stop that right now. This is highly sensitive equipment. That's it. I'm calling the mayor's office directly. >> Peter Parker, how the hell are you? >> Speak of the devil. Mr. Osborne. >> Oh, please. How long have we known each other? It's Mr. Mayor. >> It's Norman. Norman? >> Norman? What do you think you're doing? The grant agreement you signed has strict safety provisions. >> This isn't your first violation. >> Those were excused by me. >> We should have confiscated this equipment long ago. >> But but I've had a breakthrough. >> Thank you for your great service to our country. These folks will escort you to Oscorp Robotics where you'll receive the latest in prosthetics. No charge. >> This isn't about safety infractions, is it? >> I'm trying to help you, Otto. You're free to continue your work in a secure environment >> at Oz Corp. You always were the smartest guy in the room. >> You haven't changed a bit. Neither of you. Hey, Peter. Harry will be coming back from Europe early next year. Maybe the two of you can start that business you always talked about. Come on. Give me some help. >> This is opportunity knocking. >> Easy, easy, easy. They didn't take everything. Maybe we could start over. >> Peter, there's no we. Without the grant from the city, I can no longer pay you. I need some time to think. If I were you, I'd look for a new job. Otto can read between the lines. Norman is not concerned about their safety violations. Those are just a pretense. Norman has apparently never forgiven Otto for leaving OC Corp, and this is his way of forcing Otto back in. And more bad news, Shocker escaped custody already. Spider-Man stops him in the act of robbing another bank and this time gets some idea who he's working for. Shocker refuses to say. Clearly, he's afraid of them, but he mentions masks. It must be those masked men, the demons. Watonab looks into it and finds out they've been busy tonight hitting a lot of Fisk properties. Patrol reported a bunch of activity at one of Fisk's shipyards. So, Spider-Man heads that way and she sends an officer to meet him, Jefferson Davis, a good cop who's been working the Fisk case for years. >> You know, we can't have vigilantes trespassing or doing illegal searches. >> Yeah, I know. >> Which is why I brought a warrant. So, what do you say we do some perfectly legal searching? >> I like the sound of that. What's your name? >> Officer Davis. Call me Jeff. And you are? >> Uh, just messing with you. My son's a big fan. >> Inside, they find a trap door to an old bootleggger's tunnel leading to an armory. An empty armory. The demons have already been here and taken it all, but they haven't gotten far. Spider-Man and Officer Davis go after them. As always, it isn't just a fight to stop the bad guys, but also to save lives. That's how Spider-Man gets distracted. While he tries to stop a truck falling into the path of the three train, another speeds towards him until Davis stops it the only way he can, crashing into it with his patrol car, then tackling the gunman who gets out of it. Spider-Man helps him up just as news people arrive to report on the hero cop who saved Spider-Man. Finally, after nearly two days with only a brief nap on a couch at the lab, Peter comes home for a night of rest. But it won't be that easy. His late rent has finally caught up with him, and the landlord has made good on his promise to evict him. Come on. Peter's bed and all his belongings are on their way to a landfill somewhere. So, where to sleep? He considers MJ's place. After all, they are speaking again, and they are friends. Friends crash at friends places all the time. But he thinks better of it and opts for another couch. This time, the one in Aunt May's office at feast. By morning, he wakes up next to an envelope of cash. >> I I can't take this. >> You can, and you will. >> I'll pay you back soon. Just ask for help next time. Oh, you are so much like Ben. You have to learn to swallow that Parker pride and accept that you're human like the rest of us. >> That's when Martin walks in to announce he's heading out of town for some personal business. May will be in charge until he's back. MJ calls with some good news. She published an article on Officer Davis and his story of saving Spider-Man. It's gone viral and Mayor Osborne just announced he's giving him an award this afternoon. It might just be to bolster Norman's own image in time for today's campaign rally, but still a nice moment for Officer Davis and his family. >> I'll be there covering it. Want to join me? >> Yeah, of course. >> Before the ceremony, Davis tips Spider-Man off about the demons making another move on Fisk territory. Spider-Man finds them at one of his construction sites. In between taking down demons, he grabs a phone off one of Fisk's guys and talks to the Kingpin himself. >> You. >> Nice jumpsuit. Slimming. >> Stay out of my business. >> Wait, the demons. Who's their leader? >> Keep my men alive and maybe I'll tell you. >> Saving bad guys from other bad guys. Not how I thought today would go. >> After saving his men, Spider-Man asks again, >> "Your men are safe. Your turn. Who runs the demons? >> Maybe he's there, maybe he isn't. Check the roof. >> On the roof, he spots a helicopter and watches a demon, their apparent leader, board it. He nearly wrecks a few city blocks, but Spider-Man stops the chopper with no casualties. The casualties don't come until later at the ceremony. That's when the demons make their move against Osborne. First, Davis's wife, Rio, and son, Miles wish him luck. Hey, you got this, Dad. I mean, come on. You save Spider-Man. I'm pretty sure that makes you an official superhero. >> A superhero. >> Or maybe I'm just a guy who doesn't give up. >> It's the last time they'll ever speak. While the crowd waits for Officer Davis and Mayor Osborne to take the stage, Peter tells MJ the good news. He's pretty sure this burgeoning gang war between the demons and Fisk is over. After all, he took down their leader. As the mayor pins the metal on the officer's chest, he gets an urgent call. Urgent enough to interrupt the ceremony. >> Yes. >> I've worked many years for this moment. >> Who is this? >> Over the coming days, your company, your city, and everything you care about will be destroyed. People will beg you for help, but you won't be able to save them. >> Listen, jackass. I get threats like this twice a week. Why don't you grow a pair and tell me what you want? >> To watch you suffer. >> Peter's spider sense violently warns him. He pushes through the crowd and sees him. The demon's true leader, Martin Lee. His hands glowing with negative energy. And people, one near the crowd, one on stage, they glow too. Apparently under his control in a trance. That's what his power can do. Corrupt people. bring out their negative side, effectively mind control. And today, he's used that control to outfit a few men with explosive belts. The one by the crowd blows himself up. The one on stage prepares to do the same. Officer Jefferson Davis cannot stop him in time. But maybe he can spend his last seconds alive, saving a few more people. He shoves the man back, then turns his attention to the others on stage and tries to push them out of harm's way. The man explodes. Others follow. As Peter shields MJ, he's knocked out by the blasts. And so is Miles. Miles wakes up after his mother drags him to safety. Then he abandons safety to search the wreckage. Not just wreckage, but alive battlefield. Demons [music] brawling with cops. And he finds what he came for. His father. Or at least his father's [music] body. >> Dad. Dad. [panting] Dad. No. Wake up. Dad. Wake up. Wake up. [panting] >> A week later at the funeral, Peter offers Miles his condolences. It doesn't help much. >> I'm sorry for your loss. Do I know you? >> I'm Peter Parker. I was at city hall when Look, I know you don't know me, but I just wanted to say I know what you're going through. Uh, that's what you [music] were going to say, right? Or it all gets easier with time. or don't worry. It's It's a part of God's plan. I'm sorry. I was just trying to help. I know. >> I'm sorry about that. >> I don't know what I'm going to do with him. >> Peter turns his attention to catching the bad guy, who is apparently Martin Lee, though the police don't believe him. So, it's up to him and MJ to find evidence. She tips him off about a recycling center where Martin Lee bought a controlling interest last year. Her hunch was right. The place turns out to be a demon hideout. Inside, Spider-Man finds weapons they stole from Fisk and a map with planned targets, Osborne campaign offices. That's when he starts to understand this isn't a gang war between demons and Fisk. Fisk is just a means to an end. Martin is stealing Fisk's weapons to arm his men for war against Osborne, which won't be easy. Osborne has his own army. He's just hired Sable International, a group of lethal mercenaries led by Silver Sable. And with their advanced military tech, they are formidable enough to take on even Spider-Man if he gets in their way. Theoretically, they're on the same side. Both want to stop the demons, but Sable likes to play judge, jury, and executioner. And Peter takes issue with that last part. Like when they get their hands on a demon with negative energypowered whips. They try to execute him. Spider-Man gets in the way. So, Silver Sable subdues him until Yuri arrives and demands they release him. >> Release him. He works with us. Yuri, explanation, please. >> This is Silver Sablenova, head of Sable International, a private security force paid for by Mayor Osborne. >> Oh, the mayor has a pet army now. >> Next time you get in my way, I will not be so gentle. >> Go. We'll talk later. Back at feast, he catches up with May and on MJ's suggestion recommends she hire Miles Morales. Keeping busy and doing good might help him heal after losing his father. Though Peter isn't just here to chat, he sneaks into Lee's office in search of more evidence. There he finds journals and recordings that directly tie Lee to the vendetta against Osborne, the plan to steal Fisk's weapons, and the planned bombings on campaign offices. He also finds that file on Devil's Breath. Lee's been planning this for years, waiting for Fisk to go down so he could claim his arms and finally take revenge. Teach Norman true pain. teach him what it is to see the things he loves destroyed by his own hands. At times, Mr. Negative had his doubts. Was this vendetta worth it to risk tearing down the life he's built as Martin Lee? But the demon was too loud to ignore, too strong to resist. Lee returns just as Peter leaves, and both eye the other suspiciously. >> I thought you were out of town. >> Did you find what you were looking for? Martin, you're back. >> Get that. >> Thank you. >> And heading off again shortly, I'm afraid. Just needed a few things from my office. >> You must have heard about city hall. >> Yes. Tragic. >> Peter was there. He was very lucky. >> And an Osborne rally. I didn't know you were a fan. >> Well, what matters is you are both safe. [music] >> Amen. But the bombers are still out there. Who knows what they've planned next? >> I don't think you or may have anything to worry about. As long as you stay away from places you're not supposed to be. Well, I should go. >> When will you be back? >> When my work is done. >> Lee is suspicious enough to try and stop Peter with physical violence. Of course, not by his own hands. He corrupts a few bystanders and sends them after him, forcing Peter to defend himself, giving Martin the chance to slither away without answering any more questions. Spider-Man calls Yuri with the update. He tells her where she can find the evidence proving Lee's involvement and tells her that Martin has some kind of attack planned. Spider-Man doesn't know where or when, but he's likely going to use something called Devil's Breath. Peter's investigations are interrupted by an excited call from Otto. He's managed to keep the lab afloat by calling in every last favor and taking out a few loans. And now he's found a new direction for their research. Something exciting no investor will be able to deny. Thus far, they've been trying to restore people to what they were. Replace limbs with something resembling their original counterparts. Why not instead make people better than they ever were? Though his latest test, controlling the artificial arm with a remote control, does not go well. Everything okay? Damn it. This is all your fault, NORMAN. YOU SON OF a >> Well, I know who you're not voting for in the next election. Sorry. I uh have a habit of making bad jokes in tense situations. >> It was a good joke, Parker. Just a bit of an overreaction on my part. >> No, don't worry. Why don't you take a break? I'll uh I'll clean this up and uh get us ready for another test. >> So, uh hope you don't mind me asking, but seems you and Norman have a bit of a history. We were lab partners in college, became friends, decided to start a business. We both had visions of changing the world, just in different ways. >> Wait, you were at Oscorp when it started? >> I'm half the reason it's called Oscorp. In grad school, everyone called us the O's. Add Corp to that and well, it is a catchy name. >> Well, why'd you leave? >> Norman became more and more obsessed with genetics. He started a project I considered unethical. And there was this. Anyway, lawyers got involved. I chose to leave in exchange for a settlement. But that money didn't last very long. I've relied on grants ever since. If this project doesn't work, don't worry. It'll work. Uh, let me let me just fix this up. >> With Peter's help, the next test is a success. >> I think we did it. Next step, neural interface. That's a lot of work for you to do by yourself. Sure you can handle it? >> Apparently not, judging by today's debacle, >> because I still haven't found another job. >> My funds are still >> I know. It's okay. Don't worry. I'll figure it out. What's a few bucks when you're trying to change the world, right? >> To changing the world. >> That night, Peter heads to MJ's for dinner where she has an update for him. She checked out an auto repair shop tied to Martin. There, she found tombstone apparently in his employee. She found GPS trackers and blueprints for an armored vehicle. While they compare notes, MJ proposes they formalize their alliance. >> So, I was thinking, >> what if we teamed up? >> What? You want to be my sidekick? Like a spider girl? Spiderwoman? >> No. >> Woman? >> No, not a sidekick. A partner. Oh, not again. >> Peter tends to his burning chicken curry and Spider-Man duty calls. A break-in at the residence of Charles Stish, Oscorp CFO. Spider-Man fights through demons to reach the penthouse and rescue Standish. >> What were they after? >> Just financial records >> about Devil's Breath. >> How do you know about that? >> Why do they want it? >> I don't even know what it is, Mr. Osborne's been pouring money into it for years, but he keeps the whole project a secret. I'm the only one who has any record of it. >> Not anymore. Looks like they copied some records to a secure server. Payroll information on a Dr. Isaac Delaney. Who is he? >> I I honestly don't know. >> They're interrupted by gunfire courtesy of the demons, forcing them to make a quick escape. Before they can talk further, Sable steps in and tells Spider-Man to back off. He and Yuri agree. Sable is only doing it to keep Stish quiet. To keep Demon's breath under wraps for Oscorp. With Standish and Sable custody, Peter follows the next lead. When the Demons went after the CFO, they stole payroll files on a Dr. Isaac Delaney. MJ tracks him down with the magic of social media. He posted a picture tonight from Empire State University's annual Halloween bash. But is he the guy dressed up as Mysterio, Vulture, or Lizard? Only one way to find out. Spider-Man crashes the party and finds Delaney in the Lizard costume. Only problem, the demons get to him first. They take Delaney at gunpoint and Spider-Man follows. What does Lee want from him? Another name. Delaney recently started working with someone from Oscorp who Spider-Man interrupts the interrogation, but Lee won't be so easily stopped. He shows Peter his negative side, blasting him with energy and dispatching his demons. While Spider-Man fights this battle, Lee stops wasting time. He corrupts Delaney, gets the answer he's looking for. That man Delaney is working with, Dr. Morgan Michaels. With no more use for Delaney, Mr. Negative gives him some final commands. Place this pistol against your right temple. Pull the trigger. Spider-Man cannot escape the debris from his battle fast enough to save him. >> No. [screaming] >> Officer Jefferson Davis. And now Dr. Isaac Delaney. More innocent blood spilled by Martin Lee's personal vendetta. the one Spider-Man has thus far failed to end. He goes after Lee, but the villain protects himself by corrupting partygoers, forcing them to attack each other, giving Spider-Man no choice but to focus on stopping them and protecting them while Lee gets away. Nothing to do but follow the next lead. Delaney gave Lee the name of a man at Oscorp, Morgan Michaels, the lead scientist on the Devil's Breath project. According to Yuri, Sable has him under protection at a safe house, but they won't tell Yuri where. Likely another self-serving move by Osborne to keep Devil's Breath a secret. But what is Devil's Breath? Spider-Man finally heads to the source for answers. OC Corp International. He breaks into the building and on Osborne's computer finds a summary of Project GR27. Objective: pair crisper genome editing with AI controlled gray to identify and replace genetic mutations and errors. Unfortunately, tests thus far have been incredibly deadly. In trying to fix the body, it rips it apart. In fact, if even one person were infected in the public, it could trigger a global epidemic. Hence the nickname chosen by lab techs, devil's breath. WA GR27 is devil's breath. It's designed to cure diseases, but in its current form, it's like a bioweapon. Dr. Michaels keeps the only sample with him at all times. That's why Lee wants him. We find Michaels. We find Devil's Breath. But where to find him? MJ might have a lead. The Oscorp CFO, Charles Stish, the one Sable took into custody from under Spider-Man's nose. He's being held at Sable's Central Park compound. MJ is trying to reach him now. Maybe he knows where to find Dr. Michaels. She sneaks past a plethora of armed Sable guards and finds Standish. She asks him where to find Michaels. He figures Lee sent her, so he's quick to pick up his gun and point it at her. MJ assures him she isn't with the demons or Sable. She's a reporter. >> I've Richard by line. Sable won't listen to me. She has Michael's in the Bowery. They're moving him to a new safe house tomorrow at noon, but she's totally ignoring Grand Central. >> Grand Central? >> The demons were talking about it when they held me. They're going there to get >> to get what, Charles? What do the demons need to get at Grand Central? What the? >> Oh, that was not a sable guy. Definitely not a sable guy. >> That's when Spider-Man drops in to save the day. Only the day didn't need saving. MJ was fine and on the brink of more answers, but Peter blundered in, knocked Charles out, and now swings off with MJ before Sable Guard spot them. >> Sorry, Charlie. Okay, time to go. >> No, he knows something. After that, MJ is quick to chide him. >> Hey, okay, another thing. Sorry, Charlie. You knock a man out, destroy my background research, and the best you've got is Sorry, Charlie. Is everything a joke to you? >> What? MG, no. I I screwed up. It was a tension breaker. >> Tension breaker, right? [sighs and gasps] You know, this is exactly why we broke up. >> I thought we broke up so you could focus on your career. >> We broke up because you wouldn't stop treating me like a baby. Don't do this, MJ. Don't do that, MJ. Oh, that's too dangerous, MJ. I may not have super spider powers, but I'm not made out of glass. >> You snuck into the middle of an armed milit. You know what? Can we not do this right now, please? Did you learn anything about Dr. Michaels? >> Fine. [sighs and gasps] Michaels is in the Bryer somewhere. Sable's moving him tomorrow at noon. Though MJ keeps to herself what he said about Grand Central, how the demons are going there to get something. Peter wraps up his evening with a visit to the lab. Otto is still energized by the fresh new direction he's taking his research. He's been working around the clock, and with Peter's help, they run a successful test on the neural interface. With only his mind, Otto controls arms capable of extending like tentacles, and he displays incredible reflexes. Some bad news, too. When Otto struggles to remove the device, Peter notices. >> Do you need some help? >> Yes. >> Doctor, what's going on? It's become that obvious. My doctors call it a degenerative neurological disorder. Probably caused by overexposure to toxic chemicals in my reckless youth. >> Sorry. Is is is there anything I can do? >> You already are. The worst part is it only affects the muscles. The mind continues to work, but it can no longer do. You're the only one who knows, Peter. I'd like to keep it that way. >> Of course. Uh, if you'd like to seek a position with more of a future, I came here to work for you because of what you've got up here, and that's not going anywhere. So, neither am I. >> Hugs his protege and tells him what he has in mind for the next phase. It worries Peter. At his rate of degeneration, Otto is likely to lose all motor function within a year. But an intracranial implant direct interface with the basil ganglia could make things even worse, even alter his personality. They'll need to proceed carefully. Though Peter keeps that thought to himself. Otto is too eager to slow down. Not only because this work could save millions, but because it might save him. The next day, it'll be Miles first at feast. So, come morning, Spider-Man heads that way to be there for him. And along the way, he spots Miles in a confrontation with a few muggers. Spider-Man fights them off, and meeting the hero is a bright spot in Miles day. The hero even gives him an impromptu lesson on how to throw a punch. At feast back in civilian garb, Peter introduces Miles to Aunt May and helps him get acclimated. Noon approaches, meaning Sable is about to move Dr. Michaels out of the Bowery to his new safe house. Spider-Man keeps an eye out to ensure it goes smoothly, and it does not. Sable forces put Michaelels in the back of a car, handcuffed to a briefcase holding the only existing sample of GR27. That's when Peter finds out why Martin Lee had that auto shop building him an armored vehicle because just then it plows into the motorcade with bullets and negative energy. Lee and his demons grab Michaels and the Devil's Breath. Time for Spider-Man to tap in, though. Silver Sable doesn't get the memo. She quickly authorizes deadly force despite the hero's warning. The truck contains a deadly boweapon. They cannot risk it getting out by carelessly shooting rockets at it. Despite Sable's brutish attack and Martin's army of demons, Spider-Man gets close to him, Mr. Negative. Close enough for the villain to give him a taste of corruption. Out of the high-speed chase, Spider-Man suddenly finds himself in a mental prison where Mr. Negative is free to give his villain monologue to opine on Norman Osborne's corruption. Norman is a hidden cancer on this city. He must be exised with no trace of his corruption to return. Norman hides behind his mask of lies. I will break it apart and drag him into the light. >> Negative offers Spider-Man a metaphysical mask that will turn him into one of them, the demons. He fends it off, but Negative insists it won't be so easy. >> One way or the other, you will join me. All the souls you've lost, the innocent victims you couldn't save. >> Martin, their blood IS ON YOUR HANDS. >> While Martin tries to drag the hero into the dark, Spider-Man promises to bring him to the light. He fights off his shadow apparitions and escapes the mental prison, returning to their battle in the real world. Spider-Man stops the truck, but Martin escapes with the devil's breath. Sable blames Spider-Man. >> So-called superhero. You think you save people, but you just make it worse. This is your fault. >> My fault. He was under your protection. >> She draws her guns. And as their spar escalates, Michaels breaks it up. He thanks Spider-Man and heads off with Sable to brief Mr. Osborne. Meanwhile, MJ, that thing she didn't tell Peter about because she was worried he'd tell her to stay home instead, chained to a laptop. Charles told her the demons would be after something at Grand Central. So, she heads that way and quickly finds it. OSCorp has a few displays showing off their cuttingedge technology, including the microbe dispersal device. Exactly the sort of tech Martin would need to release Devil's Breath into the atmosphere to spread it far and wide. Just as she spots it, Lee and his demons arrive. They take MJ and other bystanders hostage before Lee makes the call to Norman. He demands Norman come to Grand Central Terminal alone within 30 minutes or else there will be more blood on his hands. MJ quietly alerts Peter and they figure it out. Lee wants to make Norman release the Devil's Breath himself. There is a sort of demented logic to it, forcing Norman to reveal the dangerous project he's kept secret all this time. The project that's broken enough international laws he'd be thrown in the Hague if it ever went public. Under Martin Lee's threat, Norman will reveal it all while killing so many more, drenching his hands in so much blood. And everyone will see him as the monster Martin believes him to be. the monster who killed his parents three decades ago. [snorts] Spider-Man sneaks in through a vent and they work together. When Martin sets the dispersal device on a timer, Peter talks MJ through disabling it, then clears a path for her to get the hostages out. Finally, he takes on the demons and once they're down for the count, Lee himself. >> Finally. >> Sorry I'm late. It's kind of my thing. They fight on a runaway subway car until Spider-Man manages to disable the villain with the help of a few live wires, then stops the train with a makeshift spiderweb ramp that launches the car into a closed off construction zone. With that, the day is saved. Negative is taken to the raft. Sable agents secure the devil's breath. All that's left smooth things over with MJ, except with a five-word text, she lets him know that isn't happening yet. She isn't ready to talk. Peter talks anyway via text where it's easy for things to be lost in translation. When he tells her it's over, in reference to Lee and his plot, she mistakes it for her and Peter. >> No, no, no, no, no, no. Not that kind of over. >> Over? Okay, fine, she answers. He clarifies what he meant and asks if she wants it to be over. Her answer, no, but maybe it should be. She needs time to figure it out. She'll call him tomorrow, maybe. His chat with Yuri goes better. She tells him Lee made it to the raft and even tells Spider-Man, "Good job." Though for Spider-Man, winds don't often last too long. Today is no exception. At the lab, he finds Otto in high spirits. Four retractable tentacles on his back wired to an intraraanial neural network in his brain. Neurotransmission speeds under one nancond, faster than signals travel inside the brain, never mind to an external prothesis. We did it, Peter. No one can take this away from us. Amazing, right? And your work on the neural web was the key. >> But we haven't even tested it yet. There's so much we don't know. >> It works beautifully. Uh, come on, take a look. >> Peter does take a look, and under the layers of good news, he finds the inevitable bad news. >> Doctor, I found a potential problem. Everything has problems if you look hard enough, but fortune favors the bold. >> It's time to show the world what we've done. Otto, the neural web isn't isolating your motor neurons. It could be affecting other parts of your brain. your your inhibitions, your mood. I just think we need some more test. >> WE'VE DONE ENOUGH TEST. >> For the first time in my life, I don't feel like a failure. I feel like me, Otto, you're not a failure. But this could permanently damage your mind. Please. Right. Right. Otto removes the device from the back of his neck while Peter assures him they're close and Otto agrees he'll keep at it, work out the bugs. Once Peter leaves, something on TV gets Otto's attention. >> We now take you live to Grand Central Terminal, where Mayor Osborne is about to address the media. >> Martin Lee is now behind bars. When I make a promise to this city, I keep it. The people of New York will soon make a decision that could change the course of this city forever. So when you're casting your vote, remember what I've done. We are all safer now than we have ever been. >> Liar. >> Otto, with the device back on his neck, destroys the TV with one of his claws. It's an anger that's festered for decades and perhaps a tinge of jealousy of a man whose career has eclipsed, but not by intelligence, talent, or hard work, but a will to break legal and moral law. Martin Lee was denied his revenge. Now Otto decides to take it instead by breaking some of those rules himself. A sable truck that recently left Grand Central Terminal never makes it to its destination because Otto, with metal arms and a corrupting neural web, stops it, then helps himself to what's inside that vial of devil's breath. Bad news. And with Spider-Man, bad news doesn't often come in ones. It usually comes in twos or threes or more. Yuri fills him in on that front. Bad news, too. A coordinated attack on Rikers has freed just about every prisoner. Spider-Man quickly tamps down the chaos and restrains the escapees. Bad news three, four, five, and so on. Whoever hit Rikers just hit the raft, too. Electro, Rhino, Scorpion, and Vulture all free. Mr. Negative free. Every other prisoner of the raft also freed. Spider-Man tries his best to contain it, but five super villains in a coordinated simultaneous attack. Electro with an enhanced suit provided by their new leader. Spider-Man is just lucky they are on orders to subdue, not kill. Once he is subdued, the leader who made this all possible introduces himself. Dr. Octavius. [laughter] >> First and final warning. Stay out of our way. >> He tosses the spider into the water before reminding his villains they each have a job to do. Their debts will be repaid when they're done. While Yuri Watsab finds Spider-Man floating on wreckage in the East River, the Sinister Six make their way off the raft to carry out Doc O's sinister plot. A plot that starts with something plagiarized from the last guy who tried to humiliate Norman Osborne, the release of Devil's Breath. He does it in Time Square above all the screens covered in Norman Osborne's face. Norman Osborne's name and Norman Osborne's lies. All these years. All these lies. It's over, Norman. Time to give them the truth. >> He opens the canisters and red mist falls on New York City. 24 hours later, May Parker coughs blood onto the inside of her respirator mask. That means she has it, too. Nearly half a million New Yorkers have been infected. To stop a global pandemic, Sable International is enforcing a strict quarantine, watching every bridge and tunnel while helping police battle Rikers and raft escapees, while Osborne smears Spider-Man as a fugitive and blames him for it all, the infection and prison break. MJ knows the truth and blasts it on TV. And many believe the mayor is just deflecting blame since an exclusive report by the bugle revealed that this disease originated in a secret unregulated OCRP laboratory here in Manhattan. >> Despite 14 broken bones, Spider-Man gets back to work stabilizing the city, which means contending with factions out of Rikers and the raft commandeering city blocks. It means contending with Sable, turning the city upside down to find Lee and Octavius indiscriminately taking prisoners, torturing them for information. Under Doc Ox orders, the Sinister 6 do their best to spread Spider-Man and the police thin by spreading the chaos. Rhino assaulting the Upper West precinct, Electro at the Upper Easts, not to mention the call from Aunt May. Men from Riker have surrounded Feast's sister site in Harlem, demanding food and supplies, forcing the staff to barricade themselves inside. Miles and MJ are trying to evacuate them, but they need help. Spider-Man adds it to the list. He also can't help but notice Aunt May's voice. She sounds tired. She sounds sick. no choice but to take it one at a time while fending off Sable's forces, abiding by Osborne's decision to call the hero a fugitive. First, Spider-Man tackles the super villains, then turns his attention to the feast sister site. But perhaps he's too late. >> Peter, thank God. We need you at the veteran center. Where are you? >> I got held up. Are you okay? What's happening? >> The convict started a fire. We got the building staff out, but May and Miles are trapped inside. I'm trying to find a way into them, but the fire is spreading so fast. >> Stay where you are, MJ. I'll handle this. Damn it. Move it, Pete. Move. >> He gets to the burning building. >> Peter, fire and rescue's on the way. I found a fire escape that'll get me. >> MJ, stay back. I don't want to have to rescue you, too. >> Peter, don't be crazy. Wait for help. >> Peter doesn't wait. He searches through smoke and flames and finds them. Miles and May, on what used to be a floor seconds from collapsing into the inferno. His webs do their best to stave off gravity's inexraable pull. While MJ pushes over a plank to create a makeshift bridge. When the floor falls out from under Spider-Man, he fires webbing, but with everything breaking or falling, it misses the target until Miles grabs hold of it. With his help, Spider-Man joins the rest of them alive. Peter shakes off the smoke inhalation and fractured ribs and sits down for a long delayed talk with Mary Jane Watson. >> Is May okay? >> Everyone is safe. >> MJ, if it weren't for you and Miles, I would have been >> as dead as I would have been the last 8 and a half thousand times you saved me. Pretty sure I still owe you a few. >> That's smart. >> Hey I'm sorry I screwed things up. It's just hard being the one who always gets saved. You know, sometimes I want to do the saving. >> I'm sorry I made you feel like you couldn't. Still partners >> always. >> Hey, >> that's when Miles returns. They talk strategy, divide and conquer. Oscorp is developing an anti- serum, but Octavius and Lee will surely be after it. MJ will chase down leads so they can find that cure and protect it. Miles will be Spider-Man's eyes and ears at feast to alert him if anything goes wrong. As for Spider-Man, he'll handle the costumed nut jobs taking the city apart piece by piece. By following residue left at the site where Octavius released Devil's Breath, he finds a hideout where he finds evidence painting a clearer picture. How Otto was inspired by Martin's vendetta against Norman. The hate is real, just exacerbated by the neural interface. He sees how Otto won each villain's loyalty through promises. Rhino wants out of his suit. Scorpion wants free of all his debt. Vulture wants a cure for the spinal cancer he got from his wings and so on. After completing their tasks, each will be given what they most desire. Spider-Man finds the map that lays out the plan. Each villain will target Oscorp Holdings to take his empire apart piece by piece. The last stage of the plan will be a direct assault on Oscorp and Norman himself, while Lee will go after the anti-erum. And Otto knew Spider-Man would come here, so he rigged the place with explosives. Spider-Man escapes into the Vultur's clutches. Electra joins in the fun, too, making it twoon-one. An unfair fight if it were anyone other than Spider-Man. Once the villains are subdued, he sits down to catch his breath and wakes up to find exhaustion caught up with him. It's starting to get light out. Spider-Man keeps moving while updating Yuri on Otto's plans. He's using the villains to pull apart Oscorp. Vulture and Electro were targeting power plants. Scorpion's going after water treatment. Not sure about Rhino yet. Something along the shoreline. >> That's good enough to start. I assume you're going after Scorpion. >> Yeah, city's already on the brink. If we lose clean water, we might never come back. I'll update you when I make progress. >> Sounds like a plan. >> He finds Scorpion at the reservoir, who has a trick up his sleeve. Octavius doesn't want Spider-Man dead quite yet. First, he wants him tortured, so Scorpion stinks him with a toxin. Spider-Man quickly analyzes the hallucinogenic neurotoxin to figure out the ingredients he'll need for an antidote, which means navigating the city to find them while drowning in nightmares of guilt and fear. Once he mixes the antidote and works the poison out of his system, it's back to war. But first, a stop at Feast to check on Aunt May. She's coughing and tired. It takes some convincing, but she agrees to take a break while Peter checks on Miles, who is out picking up medical supplies from the relief center, which means evading factions from Rikers and Rhino and Scorpion. Once he has the antibiotics, he makes his way back, but on route stumbles upon a couple of Riker's guys picking on a civilian. Miles can't ignore it. He tells them to back off. And when they don't, he remembers Spider-Man's lesson. Hip square. Find an opening. Punch. Once Miles is back at Feast, Spider-Man heads after Rhino, who's attacking OC Corpse relief centers. >> Pick on someone your own size, Rhino. >> There is no one my size, Hulk. >> Or maybe we could just talk it out. >> In the midst of their battle, Scorpion joins the fry. Never send an 8 ton infant to do a man's job. >> Spider-Man backs them into a corner until they turn on each other, then traps them in a shipping crate. Now Electro, Vulture, Rhino, and Scorpion are all subdued, leaving just Lee and Octavius out there. But the bigger problem is Devil's Breath. Millions will die if they don't find a cure soon. So MJ sneaks into Norman Osborne's penthouse. She finds a room set up like a makeshift hospital. She finds recordings in a journal that make it clear their friend Harry is not away on vacation. He's in some kind of treatment for the same thing that killed his mother. When Norman returns, she overhears a conversation with Sable. The anti-erum is ready. Norman is heading to the lab it's at now. in a secret lab hidden in his penthouse. MJ finds a map and pinpoints the location of the lab containing the cure for Devil's Breath. And she finds the recording of Oscorp's third clinical trial on GR27. September 17th, 1986, the Martin Lee incident. MJ watches a boy kill his own parents with uncontrolled negative energy. And suddenly it all makes sense. >> Norman and Otto, they started all this. They created Lee. I I have to get this. What? >> She's startled by one of Norman's spiders. Part of his ongoing experiments to understand Spider-Man's powers, and she's forced to hide once Sable walks in. When the coast is clear, she sneaks back out and when she's spotted, runs to the balcony and promptly leaps off it into Spider-Man's arms. >> You are crazy. You're amazing. >> She updates Peter on what she learned. Harry Osborne is sick. Norman and Octavius are the ones responsible for making Martin Lee what he is. >> This is all my fault. >> No, not this song again. You are not alone anymore, Pete. Let Miles and me look after Feast. You You find Norman. You find the cure. Thanks, partner. Peter swings off to follow Norman, but Lee beats him to it. He takes down Norman's helicopter, then drags him into the lab. Spider-Man takes down his demon guards and tries to make his way inside, but Sable's people show up and interfere. To them, Spider-Man is still a fugitive, and they follow Osborne's orders to blame him for all this. So, Spider-Man fights through them, too. He reaches the door. Silver herself appears and puts two guns in Spider-Man's face. Not for the first time. >> You harass my men, destroy my equipment, and cost my client millions. Give me one good reason I should not kill you right now. >> Listen, I don't like you. You don't like me. But Lee has your client inside this building right now, and he's going to kill him if we don't do something. We could fight each other, or we could fight Lee, but not both. She reluctantly agrees to work with him. As more demons arrive outside, she holds them off. While Spider-Man goes after Lee and once again ends up trapped in his corrupted mindscape. Spider-Man tries to reason with him, remind him that he is more than his past, that the anger of it does not need to control him. >> Lee's pain, his anger, it's fueling his power. Spider-Man escapes just in time to stop Lee from executing Norman. [groaning and screaming] >> This won't bring your parents back. >> Why do you insist on trying to save this piece of scum? >> I'm trying to save you, Martin. Don't let revenge win. Fight it. >> He doesn't fight it. Instead, he fights the thing standing in front of him, Spider-Man. A fight that turns into another battle in the mindscape until finally, Mr. Negative is defeated. Spider-Man takes the one vial of anti-erum they've produced and turns his attention to him. Dr. Otto Octavius tearing his way in through the roof with four powerful tentacles too fast for Spider-Man to anticipate their movements. Ox subdues the hero and takes the vial. He only drops Spider-Man when a shinier prize grabs his attention. The one he's really after, Norman Osborne >> Auto. >> That look on your face, you can't imagine how satisfying it is. Ready for your final act? >> He grabs Norman and leaves. Sable and Michaels find Spider-Man collapsed. He needs a hospital. No, Spider-Man refuses and asks instead that they take him to feast. They bring him in and get him on a table so Michaels can start emergency treatment. >> You can thank me by not dying. >> That's when MJ walks in. >> Oh my god. After some initial treatment, Michaels gives MJ the update. >> He'll live, but he needs rest. Of course, the moment he's awake, he makes himself stand up because he has to know, "How is May doing?" MJ takes him to her deathbed. They say she can go at any moment. Spider-Man turns away. He needs to get back out there to get the anti-erum, her only hope. But reality catches up with him and knocks him to the ground. >> Where are you going? >> I need to find Otto. He has the anti- serum. >> I don't know if I can beat him. >> Maybe you can't. Maybe Spider-Man needs help from his friend Peter. >> What? Peter helped build those arms. Remember? If anyone can find a weakness, it's him. >> She's right. Spider-Man gets up and heads back to the lab. First, MJ's words of encouragement. >> Go get him, Tiger. >> And a spider crawls off her sleeve, one that apparently stuck to her from Osborne's lab. A spider born of experiments attempting to replicate and understand Spider-Man's powers. It crawls. It descends on a silk web and sinks its fangs into a hand belonging to Miles Morales. At the lab, Peter designs a new suit, the antiox suit, optimized for battle against a foe with four metal tentacle arms and a neural interface. And the news tells Peter where to take that suit. Dr. Octavius has Norman Osborne hostage at Oscorp Tower. He takes Osborne to the roof and dangles him off it, demanding he confess his crimes to the public. YOU STOLE MY COMPANY, MY IDEAS. NOW, the truth. The truth. Okay. The truth is you were only ever worth a damn when you worked for me. The truth is you could never accept THAT I'M BETTER THAN YOU. YOU'RE A FAILURE, OTTO. AND YOU ALWAYS WILL BE. >> Otto drops him and Norman falls until Spider-Man catches him, then sprints up the tower to confront his mentor turned super villain. Spider-Man tries words and when that fails, another brawl. While they fight, Otto makes his position clear. He will not hand over the anti-erum until Osborne pays for his crimes. They both hurt each other until Otto stands over him and talks not to Spider-Man, but to Peter Parker. >> Such a disappointment, Parker. >> You knew. I tried to warn you, Peter, but you didn't listen. You knew. I won't let you win. >> This means too much to me. Not more than it means to me. >> It continues. They fight on the side of a building while Peter reminds Otto how much he meant to him. The man he once was. Though nothing gets through to him except violence. So they fight until Otto stabs a claw into Peter's chest, his opening. Peter lets him sink that claw deep enough that Peter can get close enough to tear the device off the back of his neck. Otto loses control and falls. Peter finds him below nearly paralyzed with four metal arms hanging uselessly at his side. Peter picks up the anti-erum. Then Otto speaks his corrupted mind. Peter, I saw you as a son. I should have known you turned on me. Just like all the others. >> Turn. Turn. I've woripped you. Your mind, your conscience, wanting to help others the way you never gave up. That's because men like us have a duty, a responsibility to use our talents in the service of others. Even if they don't appreciate it, we have to do what's best for those beneath us, whether they understand it or not. No, you're wrong. You are everything I wanted to be. You just threw it away. Yes, of course. You're right, Peter. Oh, I see that now. The neural interface affected my mind, but I can fix it. We can fix [laughter] it together if you'll help me. Do everything I can. I'll make sure you get the best help. No. If they put me away, they'll take my arms. I'll be trapped in this useless body. Please, Peter. [panting] That wasn't me. You said you'd never abandon me. You promised. remember. And of course, you rest easy. Knowing your secret is safe with me. [panting] You do what you think is best, Doc. It's all any of us can, >> Peter. Even when words hurts like hell. >> Peter, where are you going? Peter, Peter. [screaming] >> Peter leaves him for the authorities, then returns the vial of anti-erum to Michaels. It's still viable, but they'll need the entire sample as a base to produce more. It'll take at least a few hours, maybe a day, more time than Aunt May has left. So that lesson about impossible choices. Preserve the sample to make more cure to save the city or doom the city by using that sample to save his aunt May. He turns to her. >> You're going to be okay, ma'am. I've got the cure right here. Take off your mask. I want to see my nephew. You knew I've known for a while. >> I never wanted you to worry. >> I did. And I am so proud of you and Ben wanted me to. All the people you've saved. I don't know what to do. Yes, you do. >> Peter puts the sample down and crouches over her until the beeping of her heart monitor is replaced by a steady tone. In the coming days, they make the anti-erum and distribute it around the city. May is buried next to her husband, and on her gravestone, they've inscribed a lesson she's always tried to impart. When you help someone, you help everyone. And finally, Dr. Otto Octavius is imprisoned. 3 months later, Peter Parker and Mary Jane Watson decide to give their relationship another chance. Peter finds a new apartment, and while Miles is helping him move in, he reveals what that spider bite did to him. Miles has powers now, too. And Peter reveals he's Spider-Man. In the coming days, Peter gives Miles some Spider-Man assignments in addition to his schoolwork, teaching him the math and physics he'll need to grasp as a websinger. And when the time is right, they'll start field training, too, turning Miles into another Spider-Man. Meanwhile, at a dark lab, Norman Osborne visits his son and promises they will keep looking for a cure. With the demons out of the picture, the vacuum left in Fisk's wake is empty again. Now the Majia, the old crime families are making a comeback, and there's strife between the Dons, fighting to fill that power vacuum. MJ gets word of those tensions, threatening to plunge the city back into violence. So, she alerts her superhero boyfriend, Spider-Man. The feds raided the Majia last month and confiscated a painting, a lost masterpiece called the Maria. Now it's on display at a museum and MJ got word that one of the families plans on stealing it back tonight. At the museum, Spider-Man finds a bunch of Hammerheads guys trying to break in. But while he subdues them, someone else breaks in through the skylight. Someone more adept at sneaking and catburgurglaring. Spider-Man's ex, Felicia Hardy, aka the Black Cat. While Spider-Man battles Hammerhead Thugs, Black Cat gets on the right side of the protective glass guarding the Maria. But that isn't what she's after. She wants what's inside the painting, a hidden USB drive. Once she has that, she slips out of the museum. While Spider-Man tries to find her, MJ asks around about the drive. She doesn't find out much except that Hammerhead now has it and the families are all freaked out. And if Hammerhead has the drive, that means Black Cat handed it over to him, which means they were working together. His thugs at the museum were simply there to distract Spider-Man while she grabbed the drive. Spider-Man tracks her down and finds her stealing another drive from one of the other families. >> I like [music] watching you. Reminds me of old times. What's on that drive? >> Not entirely sure to be honest. >> Then why are you stealing it? >> If I don't, they'll kill my son. >> And she disappears, leaving Spider-Man with even bigger questions. He didn't know she had a son. So, who's the father? And could it be him? And should Peter tell MJ that he might be a dad? Peter follows Black Cat's trail and finds another family panicking after losing their drive. Just one more and Hammerhead will have them all. Before continuing the chase, Peter breaks the news to MJ. Apparently, Black Cat has a son. And you know that she and I dated for a while. >> Yeah. So, >> oh. Oh, are you serious? >> I mean, I don't know for sure, but it's possible. Ew. [gasps] I need to hang up now. >> When they talk later, that call goes smoother. I >> I kind of overreacted the last time we talked. >> Not at all. You reacted exactly how I would have. >> We worked together at the time. And it's not like I didn't date other people, >> right? Wait, you dated people? Like plural? >> More importantly, she's figured out what's on the drive. Years ago, the families agreed to a joint accounting database to keep the peace. They require all five data drives to access it. It all makes sense. Hammerhead kidnapped Black Cat's son to make her steal those drives so he can rob the assets from every other family, effectively becoming the new Kingpin. By the time he catches up with Cat, she already has the last drive. Spider-Man tries to catch up with her, but she just keeps running. >> [music] >> He offers to help get her son back, but she insists on working alone without Spider-Man's suffocating morality. But with Spider-Man, you can only run so far before he catches up. >> You can't give Hammerhead the last drive. Once he has what he wants, your son will just be a loose end. Let me help you. >> What are you thinking? >> Stall him. Give us some time to find your son. >> I missed you. Glad we're back together again. Not like that. >> Shame. >> Okay, I can probably give us a couple days, Max. >> So, about your son. Is there a chance I'm >> later? For now, let's [music] find him. When he's safe, we can talk about that. Keep in touch, Spider. MJ's going to kill me. [music] >> Working together, they pinpoint her son's most likely location, a shipyard near Hell's Kitchen. There, Spider-Man and Black Cat get more than they bargain for. Sable recently pulled up stakes, and Hammerhead has been appropriating the weapons they left behind. Spider-Man deals with Hammerhead's guys, while Black Cat gets into the vault. Once Spider-Man finishes up outside and gets into the vault, he doesn't find a kid who may or may not be his son. All he finds is a box that used to hold Hammerhead's USB drive, now empty. Black Cat locks him inside that vault, and Spider-Man figures it out. There is no kid. She never had a son. It was all lies to manipulate Spider-Man into helping her steal all the drives for herself. It was never Hammerhead's get-richqu scheme. It was hers and hers alone. She gave him fake drives while keeping the real ones for herself. She leaves as Hammerhead's guys arrive and Spider-Man overhears what comes next. Hammerhead put a tracker on that drive. So, they're going to find Black Cat and kill her unless Spider-Man gets to her first. He calls to warn her and she can't believe it. She just manipulated and conned him. Yet, he's right back to saving her. But he explains it simple. He's just doing the right thing. And given all her talent, Felicia could do the same. Help people other than herself. She bids him farewell while he warns her again. They've rigged her penthouse to explode. And Spider-Man arrives just in time to watch it happen. Felicia opens the penthouse door and it blows sky high. Afterward, Peter tells MJ everything that happened. >> Wow. [sighs] >> And they still haven't found a body? >> No. Do you think she survived? >> I don't know. I mean, anything's possible, but [gasps] how's it feel to not be a dad? [laughter] >> No. No, I'm serious. Honestly, I uh I'm kind of relieved. Yeah, I've got a lot going on, you know. >> Yeah, you do. But I think you're going to be an amazing dad someday at the right time with the right person. But their reprieve doesn't last long. With Felicia presumed dead and the drives lost in the blast, the on-again, off-again gang war is officially on again. Hammerhead wanted to take over through those USBs through blackmail. Now instead, he's doing it by force using advanced sable weaponry and New York City is caught in the crossfire. But there is hope. The Maja have hammerhead pinned in the old Harlem sanitarium. Captain Watsonab has a plan. Keep Hammerheads men distracted while they dispatch a small team to infiltrate the building and take him alive. And she has the perfect distraction. Spider-Man. Once he's through with Hammerhead's men outside, he heads into the sanitarium and sees just how wrong things went. Yuri came in with a team. Now she's the only one alive. The rest were executed in front of her. Once they get out, she calls the dead men's families while Spider-Man keeps after Hammerhead. At the bar with no name, New York's underground bar for criminals. Spider-Man dispatches a tiny spiderbot to collect intel. Turns out the other family's dons have a meeting planned at the Arbach Theater. Hammer is planning to hit him there. Peter arrives just in time to witness the beginnings of the assault. He takes out Hammerhead's men and the bombs he's wired to the building. Then inside finds no dons, just a hole in the ground. Among the tech Pilfford from Sable, Hammerhead has tanks capable of burrowing underground. That's how he kidnapped the Dons and escaped while Spider-Man was distracted fighting his way in. Spider-Man updates Yuri and she isn't happy. She decides to stop grieving and get back [clears throat] to work. >> Yuri, he got away with the Dons. >> What? Are you serious? >> The Sabletech he's been stealing, she had more in her arsenal than I thought. >> You told me you would take care of this. You told me not to worry. >> I did. Yes. And I screwed up. I'm sorry. >> No more breaks. No more time off. I'm on this now. I'll call you when I've got a plan. >> Soon she has that plan. The cops have been impounding as much Sable Tech as they can. Obviously, Hammerhead wants that tech, so the cops take it out of the precinct and spread it around the city on convoys, giving Hammerhead multiple targets, forcing him to thin out his army. Spider-Man protects the convoys and takes down the bad guys who come after them. He calls Yuri with the good news, only to learn they fell for Hammerhead's ploy. >> Yuri, good timing. I just >> Hammerhead was keeping you away, and we fell for it. Get back now, >> Yuri. No, no. >> Spider-Man rushes back to the precinct and finds the aftermath of a war just like at the sanitarium. An angry Yuri surrounded by bodies. She picks up a Sable rifle and storms off. Time to go on the offense. Spider-Man tries to calm her. They should put their heads together, form a plan, but she is not in a listening mood. >> I'm so sorry, Yuri. I should have been here. >> He knew exactly what he was doing. He went straight for the case as marked Project Olympus. >> Any idea what that is? >> No, but he has it now. >> And we'll get him. >> I know. >> Where are you going? >> To teach a lesson in fear. >> Whoa, whoa, whoa, whoa, whoa. Deep breath. >> You can move or I can arrest you. >> Here, we need to work together. >> You need to stay the hell out of my way. Spider-Man lets her go and it's not long before he's witnessed to her handiwork. He overhears reports of shots fired at the bar with no name and hurries over to find the place a wreck. Yuri must have gone in guns blazing demanding answers. So Spider-Man gets a few answers of his own, his own way without all the violence. He eaves drops on a meeting between some of Hammerhead's guys and finds out his plans for tonight. 9:00 p.m. at Hudson Yards. He's putting on a big show for the kidnapped Dons. Of course, Spider-Man is in attendance when 900 p.m. rolls around, and he finds those Dons in a hole with bags over their heads and a camera broadcasting their live execution to the city. While they wriggle helplessly in that hole, the machine starts pouring cement while Hammerhead announces a changing of the guard. Out with the old, in with the hammer. The mob boss takes off for some other business while his men finish the job. Except Spider-Man is there. He takes out those men and stops the mixer before the Dons are buried alive. Then he goes after Hammerhead himself. Spider-Man finds him outfitted with a Sable exoskeleton. Project Olympus. >> You like Project Olympus in action. Finished it up while you were playing with the dogs. >> Cue the villain monologue. This city doesn't take the mob seriously anymore. But once Hammerhead uses Project Olympus to break Spider-Man in half, they will. Except it'll take more than that suit to even the odds against Spider-Man. The brawl ends with Hammerhead on his knees, surrounded by cops. Except Yuri has no interest in taking him alive. She subdues Spider-Man with sable tech and sticks a rifle in Hammerhead's face. a sable rifle with bullets strong enough to get through even his thick metal skull. Spider-Man breaks free and tries to stop her. He isn't fast enough. Though, it turns out the bullet wasn't strong enough after all. Or perhaps Spider-Man's web that tugged on the rifle at the last moment altered the bullet's trajectory just enough. Because later that night, in the back of an NYPD medical examiner van, one of Hammerhead's men in police uniform unzips the body bag, puts a taser to his chest, and the villain breathes again. After tearing through Hammerhead's organization and attempting to assassinate the mob boss himself, Yuri is put on administrative leave, setting her on a path to one day soon fight crime outside the law as the vigilante Wraith. As for Hammerhead, he escapes custody and gets back to work. His men continue targeting Sable weaponry and vehicles, especially anything related to Project Olympus. MJ digs into that project and learns that it's an Oscorp and Sable funded initiative. >> Bioenhancement technology meant to [music] transform people into indestructible super soldiers. >> So stopping Hammerhead becomes MJ and Spider-Man's number one priority. In her digging, she also learns that much of the Sable tech was slated for shipment to Silver Sable's home country, Saria, to assist in an increasingly bloody civil war. MJ will tell Peter more about that later. For now, Hammerhead's men are in a shootout with some cops at an Oscorp plant. Considering some of those men are now outfitted with Project Olympus, Spider-Man's help is sorely needed. So, he joins the fight against flying nearly indestructible hammerhead thugs. He nearly has it under control until Silver herself shows up in a new Sable Hovercraft. She demands answers from one of the web thugs and Spider-Man tries to provide them despite her trigger-happy fingers. >> Long time no see. Who do you work for? >> He works for Hammerhead. >> Where is this Hammerhead? >> Whoa. Whoa. Can't we like go grab a coffee and catch up like normal people? By the way, I love your new hovercrafty thing. >> Tell me everything you know. >> I talk a lot better without a gun in my face. >> You have 3 seconds. >> Just put the guns down. >> One. We really going to do this 2 6 9 7 3 >> and they fight until Hammerhead's guy escapes and she goes after him. Soon, Spider-Man heads for another Hammerhead heist in progress at an Oscorp shipping facility. Along the way, MJ tells him what she's learned about Saria. A ruling dictator is attacking his own people. Silver Sable has been working alone to arm the rebels and fight back, but she's losing. That's why she needs these weapons. And that's why Hammerhead stealing them is so personal to her. At the shipping facility, he finds Hammerheads guys loading weapons onto trucks and he chases them. So does Sable. Though her approach is less surgical than his. Now Spider-Man has to worry about collateral damage. So he stops Hammerheads guys fast before they or she can dole out too much of it. Except for the last Hammerhead truck. She stops that one herself, puts a gun to the driver's head, and demands answers until again Spider-Man stops her. >> Where's Hammerhead? >> If I talk, he'll kill me. So, you do what you got to do. >> Whoa, whoa, whoa, whoa. >> Look, we both want the same thing. If we work together, we'll find him. Trust me, >> right? We work together like partners. >> They shake hands while she quietly puts a tracker on his arm and takes off. After that, Spider-Man finds one of Hammerheads guys and prepares to find answers in his Spider-Man way. But that tracker, Sable followed him and isn't a fan of the Spider-Man way. She turns off her invisibility cloak and extracts an answer herself. >> Give me the address. Wait, where? How? the address. >> Klexico building rooftop. >> No, wait. It's probably an ambush. >> She ignores him, so he has no choice but to plead his case while chasing her through the city toward what is certainly a trap set by Hammerhead. Sure enough, at the building, Spider-Man finds her ship caught in an electrical snare. >> Oh, hey, look, a trap. If only we had some kind of advanced warning. >> I can handle this. >> I'm sort of tempted to sit back and watch, but that would just be petty. >> Spider-Man fights through the guys and takes down the generators to free her. Finally, Hammerhead shows up, and he's no longer wearing a suit of armor. He is a suit of armor. It's part of him. And as a cyborg, mostly built on sable tech, he is quite formidable. Spider-Man and Silver Sable are caught off guard. and only saved thanks to a surprise assist from Black Cat. Alive after all, she gets Spider-Man to safety while Hammerhead gets away with Sable. >> You're alive. >> Did you honestly think I was dead? H >> How did you find me? >> Same way she did. >> The invisible tracker on his arm. She leaves him with one more parting gift. Hammerhead's USB drive. The one she stole. On it, Spider-Man finds the location of Hammerhead's underground hideouts, where he's keeping all the stolen Sable Tech, and where he's likely taken her. Peter gives MJ the update, and she has an update for him, too. She's been digging into some Karia, and it's a big story, something she feels like she needs to be a part of, and the Daily Bugle agrees. She's heading out there tonight, and Peter heads underground to an abandoned subway platform turned Hammerhead HQ. there. He frees Sable, who they've only just started torturing for information. >> You came back for me. >> Why? >> Because I need you. >> I work alone. >> I used to say the same thing. I know what's happening in Saria. I know why this means so much to you. >> You think you know, but you do not know. >> What can I do to make you trust me? Look, I think I know how we can take down that monster, but I can't do it alone. >> That's when more of his men show up. This time, they fight together, and once the enemies are through, they check out what else is on that drive and find medical records about the plate in Hammerhead's skull, carbon steel. Now, they have his weakness. Sable's happy at the good news and finally gives the smallest hint of trust, a high five. Ow. But yeah, when he gets that call, they rendevous on her invisible offshore base, visible once she turns off the cloak. There, they outfit a laser array to heat the plate in the bad guy's head and soften it enough for Spider-Man to knock him out. Once Hammerhead notices her fortress, he shows up. This time, Spider-Man and Silver Sable are ready and they have a laser. Once Hammerhead is unconscious, the heroes part ways. >> Hey, you have dinner plans? I know this great pizza place. >> I must return to some karia, >> right? You have a war to fight. >> You not like to fight. Do what I have to in order to help my people. >> I know that's what heroes do. >> I am no hero, but you have taught me a few things. >> Oh, yeah. Like what? >> Like how to disarm my enemies with bad jokes. >> Actually, they're good jokes, but I understand humor can be subjective. >> Thank you, Spider-Man, for everything. >> I don't do hugs. >> Yeah, right, of course. >> Uh, hey, can I get a lift back to the city? I' I'd swim, but it'd take forever to get the river smell out of my suit. >> After that, Peter finally gives Miles his web shooters and takes him on his first swing through the city. Over the next few months, Peter continues training Miles, even starts bringing him on missions. Though, soon Miles will have to take on a mission of his own because while he trains, there is a villain in the making. At Roxson, the research on new form, that groundbreaking renewable energy, is not going well. Rick Mason, who joined the company a few years ago, is sick along with half his team. The head of R&D, Simon Kger, refuses to admit it, but the illness is caused by New Form itself. Simon has been ignoring the safety reports, cutting corners, and today they broke ground on Harlem. Soon, Creger will give the neighborhood renewable energy. Of course, he won't tell Harlem he's poisoning them, too. Rick will not allow that to happen, and neither will his sister Finn. The two team up to get inside Roxson to destroy the new form and all his research, but Creger catches them in the act. >> Industrial sabotage, Rick. Really, no one's going to care about a few sick people up town or a dead engineer. You're just the cost of doing business. He traps Rake in a force field around the reactor and overloads it. Rick tells Finn to look away, the last thing he tells her before the reactor explodes with energy and kills him. Finn escapes with her life and with renewed purpose, take down Roxson energy and Simon Kger. She takes Rick's old nickname, the tinkerer. She develops new technology, programmable matter, and uses it to recruit the underground, an upand cominging gang of young, angry people in search of a cause. The tinkerer gives them that cause along with an arsenal of programmable matter-based weapons, and they become her army in the war against Roxon. Christmas Eve 2019 is when Miles has his first brush with that army. An important date because it isn't just Christmas Eve. It is also the eve of Miles first time as New York City's only Spider-Man because starting tomorrow, the original is taking a vacation. It'll be something new for Miles and New York City. They haven't quite accepted this new Spider-Man yet. When Miles spots a couple of painters putting up a mural of the hero, he quietly advocates for his alter ego. >> Hey, uh, you think you're gonna add that new Spider-Man, too? >> The kid? Yeah, maybe. Originals just my guy, you know. >> Yeah, I know. Hey, is Tails Bodega around here? >> Yeah, bright yellow sign down the block. Can't miss it. >> Thanks. Beautiful work, by the way. Maybe leave a little room for the new guy just in case. >> Before Peter leaves New York, one more supervised mission for Miles. Helping Peter guard a convoy transporting last year's escaped prisoners back to the raft. Which means Miles will be late taking care of his mother's shopping. Just a small taste of the clashing responsibilities he'll face as a hero. The part of the job Peter can't really train him for. At least his mother is keeping busy herself since moving to Harlem a few weeks ago into her mother's old house. It's been a fresh start for her and her son, something necessary after losing Jefferson. And now she's trying to help the city, too. That's why she's running for city council. At the prison convoy, trouble starts when a wire connecting a crate to the helicopter gets loose. Miles tries to fix it and only makes things worse. That's how Rhino gets out. Hello, tiny spiders. >> When Rhino tackles through the convoy, he frees more prisoners. Time to prove the value of two Spider-Man. Peter goes after Rhino. Miles works on containing the other escapees. Once that job is done, he joins Peter in trying to stop the rampaging Rhino, which takes them on a trip through the mall on the morning of Christmas Eve, which means interrupting Jay Jonah Jameson's Christmas special. He's a menace. Too soft. HE'S A LOW ENERGY MENACE. TOO EASY. Maybe he's A WEAKMINDED. >> HEY, JONAH. Let me >> very fast. >> A [screaming] FECKLESS, TREACHEROUS, UNHINGED MENACE. >> When more prisoners escape, that keeps Miles busy again. And while his hands are full, something unusual happens. Peter loses a fight. Miles sees him flung out of a building unconscious. Then it's just Miles and Rhino. The pressure mounts and in a moment of rage against the massive foe, something else unusual happens. Miles electrocutes Rhino with his own hands. It seems the spider which bit Miles wasn't just like Peter's. In addition to the usual Spider-Man abilities, this one also gave him a bioelectric venom punch that turns the tide of the battle. And once Miles is victorious, he helps Peter to his feet just in time to meet Simon Kger, the head of R&D at Roxson Energy. The battle with Rhino apparently brought them to Roxson's backyard, where Roxson's armored guards take custody of the villain to hold him until the cops arrive. It's when they sit down for some post battle pizza that Peter shares the news. >> Think we should run tests tomorrow? A little voltage analysis? Oh man. Yeah. Sorry. I've been meaning to tell you I'm not going to be around for the next few weeks. >> Is this some kind of bee joke I don't get? >> No. Uh MJ's headed overseas for the bugle and requested me as her photographer. Kind of a working vacation for us. >> Oh man. Look, I don't know if I'm ready to fly solo. I screwed up today big time with the helicopter. But then you delivered big time. You saved my bacon, Miles. >> I got lucky. >> Hey, I did this gig for 8 years without backup. And you better believe I screwed up lots of times. But that is how you learn. >> What's this? >> Christmas present. But first, you got to take the oath. >> Oh. Um, okay. I promise to do everything in my power to protect this city. I promise that's it. That oath of real thing. >> Totally. Definitely didn't just make it up. See you in a few weeks, Spider-Man. New York's only Spider-Man. I'm New York's only Spider-Man. >> Miles takes Peter's gift wrapped in Daily Bugle paper and meets up with his best friend, Genkey, to unwrap it together. Inside, he finds his very own spider suit, >> Miles Morales, congratulations and welcome to your very first super suit. >> His inaugural swing is to the soundtrack of Jay Jonah Jameson and his usual anti-webser rhetoric. Welcome to Just the Facts with me, your truths slinging host with the most, Jay Jonah Jameson. >> What does Pete said his suits to autoplay Jameson's show? Guy's a massochist. >> That night, Genki notices someone breaking in at Roxson Plaza. So, Miles swings over to have a look. First, he spots the dome in the center of the plaza, and a video plays explaining what it is. Hi there, I'm Simon Creger and what you're standing next to is a new form reactor. Once activated, this reactor will supply enough energy to power all of Harlem. Now, I'm sure you're thinking, Simon, how is that possible? And the answer is new form. [music] Just one canister of this revolutionary fuel source is enough to supply Harlem with clean, safe energy for the next 500 years. Soon, we'll be opening reactors throughout Manhattan and then worldwide. Get ready for a planet powered by New Form. Rockstar, we're here for you. Then sure enough, he finds signs of a break-in, and he finds the people who broke in when they punch him with superpowered gauntlets. The whole gang is outfitted with these high techch weapons, gauntlets or blades shimmering with purple energy. While fighting the bad guys, he learns more about them, what they're after, info on new form, where and when it's shipping, and who they work for. someone named the tinkerer. Someone Miles does not yet know is his old childhood friend Finn, the one supplying them with these programmable matter-based weapons. When Roxson security arrives, Miles leaves the rest to them, then swings home just in time for Christmas Eve dinner where his mother has invited a special guest. They aren't here yet, but Miles is assured the guest will not be Uncle Aaron. She doesn't want him coming around here or Miles hanging around him. Miles always liked his uncle, but for one reason or another, his parents have never felt the same way. The guest turns out to be that old friend, Finn Mason. For Miles, still getting acclimated to Harlem and craving the familiar, it's a welcome reunion. Though, he can tell something has Finn distracted. The next morning, Genki has some good news. He installed a new app on Miles suit called Friendly Neighborhood. It allows New Yorkers to request help or report crimes in progress. One of their first requests comes from Miles Uncle Aaron Davis. He works for the subway system, but they're having sensor issues. Miles drops in and puts on his Spider-Man voice so his uncle won't recognize it's him. >> Uh, hey there. You needed some help? I'm Spider-Man, by the way. Yeah, I know. Aaron Davis, I think somebody's messing with the sensors. I'm getting bad data from the main relay up top of Grand Central. Spider-Man finds the ones messing with the sensors. The underground, the ones who work for the tinkerer, who Miles doesn't yet know is his friend Finn. Despite their programmable matter tech, Miles stops them and gets an idea what they were up to. Last night when the underground broke into Roxson, they must have learned that they're secretly using subways to transfer new form. And now the underground is after it. Miles gets the sensors back online, gets the train back on track, and takes out the bombs. The underground planted on the tracks. Miles returns to Aaron, who has a thank you gift for him, an unlimited subway pass, and on it the name Miles Morales. His uncle figured it out after all. >> You okay, Mr. Davis. >> Yeah, thanks to you. Oh, hey, here you go. One year unlimited subway pass. >> Thanks. >> Did I get the name right? >> How did you um Okay, got to go. >> Hold up, Miles. I kind of suspected when I saw the news yesterday. Watching your moves on those escape cons, juking guys left and right. Could have sworn I was back at the park playing pickup with you and your dad. You were quick then, a lot quicker now. Don't worry, I won't tell your mom. >> Promise. Look at you. If your dad could see you now, >> he'd probably freak out. >> He'd definitely freak out. So, you taking over for the other Spider-Man? >> Nah, like I said, he's just on vacation, >> right? And he left you in charge. >> Yeah. >> Lot of responsibility for a kid your age. >> I can handle it. >> Hope so. But listen, you get in over your head, you give me a call. I'm here for you. Got it. >> Got it. Thanks, H. >> Later, Miles and Finn hang out. They dig up their old time capsule, the one where they stashed the award they won from the Oscorp science center for their energy converter. They reminisce about old times. They remember when they hid the time capsule. Her older brother Rick was there. Miles asks about him. She doesn't give him an answer. >> Something going on with him. >> You guys fight or something? >> No. >> No fight. Ben, >> it's fine. >> Why do we really lose touch? >> Crap. Now I'm late. I got to go. >> Hey, I feel like we both have stuff we're not sharing. Next time we hang, no secrets. Okay. >> Yeah, maybe if you're on time. See you soon, short stuff. You know I'm taller than you now, right? >> Not in here. >> That night, time for his mom's campaign rally. It reminds Miles of the last campaign rally he went to, the one where a villain interrupted. The one where his father died. The rally starts. Miles mom talks about Roxson, how they bulldozed a block to build their plaza, how they're shipping experimental new form across the city without telling anyone the risks. The rally is interrupted. The tinkerer appears on screen. >> This message is for Roxon. The man you answer to, Simon Kger, is a killer. This plaza is a monument to everything he's done. I won't let it open. The underground will stop it. >> We've got a situation here. The Tinkerer soldiers drop in and attack Rox on security. While Genki gets his mom to safety, Miles suits up and joins the fight. A fight that makes no sense. There's no new form here, so what are they after? Suddenly, an explosion at Braithweight Bridge. Miles swings over. That explains it. The attack at the plaza was a distraction so they could go after the real target. Trucks carrying new form on the bridge. Miles puts himself between Roxson security forces and the underground. He calls for them both to stand down. When the tinkerer finally makes her appearance, she attacks Spider-Man. And while they fight over the new form, the bioelectric venom deactivates her mask, showing Miles that the tinkerer is his friend Finn. She swats him away into the new form on the truck. Miles and his bio electricity colliding with the new form destabilizes it. It explodes. The bridge begins to collapse. But with quick thinking and a lot of webs, Miles saves a lot of lives and keeps as much of the bridge stable as he can. While Finn escapes with a canister of new form. Once it's done, Roxson security turns to Miles and point their guns at him. He panics and turns invisible. Turns out bio electricity was not the only extra power granted by that spiderbite. Apparently he can cloak. Now Miles quietly swings away and has a quick chat with Genki. >> What happened to Roxson being here for us? They were going to shoot me. They didn't even listen. >> Are you okay? >> I don't know. The next day, listening to the news doesn't help him feel any better. Nor does the cast on his mother's arm. She was hurt in the attack at her rally. >> Here today is Simon Kger discussing the destruction of Braithweight Bridge. >> Look, I want to root for the new Spider-Man, but his what what did you call it? Bio electricity breakfast. >> Well, that cost us rocks on property and it destroyed a bridge. This is messed up. >> That's not what happened. >> Finn's the tinkerer. She stole the new form. No idea why. And it's my fault the bridge blew up. >> No, it's not. >> I'm headed to the campaign headquarters. You boys need anything while I'm out? I could pick up Lucoko. I thought you'd quit after last night. >> Why would I quit? I said I'd fight for my home. I meant it. >> You could have You could have died. Our family doesn't give up. You know that. >> Mom said the Coco would be great if you don't mind it. [snorts] >> I don't mind. When I got powers and I I thought I'll be able to fix anything, do anything that Spider-Man does. Whenever you say Spider-Man, you always mean the other one. You're Spider-Man. You can fix this your way. >> Miles takes the advice and with his friend designs a new suit. one more suited to his own tastes and abilities. Then on to the task of the day, [music] figure out what Finn is up to. Genki suggests talking to her, but Miles isn't sure. The person he saw on the bridge in that tinkerer costume, she is not the person he thought he knew. Instead, he investigates. Finn used to do all her work at her family repair shop in Midtown. Maybe that's still true. Sure enough, inside the old boardedup shop, he finds answers. Finn's older brother, Rick, was project lead on New Form. The team all got sick. In the back, he finds a secret hideout, and on the computer, video files from 6 months ago. One shows Rick and Finn talking about their plan to stop Roxson, get rid of New Form, and wipe the data on how to make more. The other video shows Finn alone after something went wrong and something happened to her brother. She also lost her phone in the Roxson lab. Using the computer, Miles pinpoints its last known location and heads there next. At the lab, he fights through Roxson guards until the Prowler gets in front of him, a notorious thief his father once investigated. And Miles gets an idea why his parents weren't Aaron's biggest fans. Because he's the one under the mask. [laughter] >> What's so funny? >> Damn, Miles. You're a skinny ass kid. You hit hard. >> Uncle Aaron. You're the prowler. My dad had a foul on you. >> I know. And I bet you got a lot of questions right now. But we need to get out of here. You picked the wrong place to [music] break into. >> I'm not leaving till I find what I came for. >> Listen, I [music] did some work for Roxson a while back. You don't want to mess with these guys. If we get caught in here, >> then help me. [clears throat] >> Stubborn as your father. All right, but we do this my way. I know a place [music] I can access a security terminal. Let you know what's coming. Remote mines. Use them if you get in a jam. Don't get caught. >> While sneaking through the facility, Miles catches a glimpse of Creger. Miles sees how desperate he is for more new form and how hard it is to make new form without Rick Mason. Miles watches him chew out one of his researchers. >> Where's the new form I asked for? >> We're trying to make more, but Mason didn't leave behind any notes. >> And well, I had heard that one canister of new form survived the uh incident on the bridge. Now, if we had [music] access to that, I >> don't you think that if I had it, I would give it to you? >> Yes, Mr. Kger. I just want to make it clear [music] that without that canister, it will be impossible to hit the deadline. I >> I'm doing everything in my considerable power to find that canister. However, right now, it would help me for you to go back to your lab and do your damn job. >> Craig is on a deadline. >> Over their comms, Aaron guides Miles through the lab and tells his nephew he should be honored. The Prowler came out of retirement to watch his back. He gets to the phone and watches a video that fills in the blanks. Rick and Finn tried to shut down the reactor. Simon killed Rick while Finn got away and now she has quite the axe to grind. After watching the video, Spider-Man shuts down the reactor by absorbing the energy into himself. A painful but effective ability, one he doesn't have total control over yet. He releases the energy in a small explosion, then escapes the lab with Prowler's help. They get away by riding on top of a subway train, where Prowler offers some advice. >> You need to lay low. Don't trust anybody and don't take off that mask. Wait till Roxon finds a better target. >> I can't lay low. I still need to find Finn. >> Your friend's the tinkerer. No wonder you care so much about this. It's not just that. I'm protecting New York is my job. >> Use Finn. Tell her you want to join the underground. >> You just told me don't take off the mask. >> Don't tell her you're Spider-Man. Go to her as a friend. >> No, she's too smart for that. >> You'd be surprised. People get stupid when they care about someone. Like you're being stupid now. >> Cuz if I told her the truth, >> I told your dad the truth. Thought he had my back. Hoped he would. And my brother. Instead, he cut me out. If I kept my mouth shut, maybe I'd still have a family. You know what you have to do. Genki tries to talk Miles out of this lie to Finn's face plan, but without any other leads, Miles takes his uncle's advice. He meets Finn for coffee. >> I was really glad you called. >> I needed a break. >> From what? >> Oh, just stuff. >> So, uh, I went to your folks old shop and thought you might be there. looked like there might have been some kind of fight just before I got there. >> I went inside, looked around. >> Found out about Rick. >> I'm so sorry. >> What else did you find out? >> I want to help you, >> but you got to talk to me. I'm really sorry your mom got hurt at her rally. >> If that new Spider-Man hadn't shown up, everyone would have been fine. Please don't try to talk me out of this. I know what I'm doing. >> Okay, good. So, that's my big secret. That's why I've been so busy. What's your excuse? Uh, >> well, school, volunteering at feast. >> You're always busy with stuff like that. What's the real reason? >> The real reason is I've been taking on a lot more responsibilities than I can handle lately. >> Made me push my friends away. But I'm here to fix that. >> Maybe I could join your club crew team. >> Uh I don't know. >> You know, Rick was the best. >> I get why you're doing this. If you want my help, I'm all in. If not, no worries. Your secret is safe with me. >> You're a good friend, Miles. >> Okay, let's go. >> Where? >> She takes him to Fisk Tower. The feds seized Kingpin's property after he went to prison. They haven't gotten around to selling it, so the underground moved in. She tells him more. How the underground tried to rob her granddad's shop. But when they saw what she could do, that changed things. In exchange for weapons, they agreed to help. Not to mention that taking down Roxson would give them the notoriety they need to get away with anything. Inside the underground club, Finn deals with some business. While Miles snoops, he learns they moved the stolen new form to the Gem Theater. There, he snoops some more and learns her plan. With Spider-Man's venom blast on the bridge, Finn saw what happens to new form when you pump it with energy and make it unstable. It explodes. She's replicating that with her stolen new form, pumping it with energy, making it unstable. So, they can blow up Roxson Plaza before it opens. Before Spider-Man can grab the new form, the underground shows up. And while he holds his own against them, once the tinkerer shows up, it's another story. She grabs new form and runs. Spider-Man chases her across the city. A chase that ends with him on his back and her with a superpowered sword at his throat. His life is only spared when he takes his mask off. >> Give me one good reason not to end you. >> My mom would be very upset. my house. >> Can we just You two on the roof. Freeze. >> The distraction gives her a chance to disappear with a new form. Lost on what to do next, Miles seeks more advice from his uncle. His recommendation, blow off some steam. Work life balance is key. He gives him a project he and his dad worked on years ago, but never finished. a mixtape combining real sounds from New York City. Miles grabs more sound to add to the mix and it does clear his head. He decides to approach Finn in person, try to talk to her one more time. He tells Aaron where and when that talk will happen tomorrow night at Trinity Church. And Aaron shares that intel with his employer, Simon Kger. Rocks on >> Trinity Church. Remember, Tinker is yours, but leave the boy alone. >> The next day, Miles gives Finn a call and she agrees to meet. In the meantime, he gathers more sound for that mixtape and listens to messages from Uncle Aaron telling Miles about the past, what went wrong between Aaron and Miles dad, Jefferson, how Jefferson became a cop, hoping to do good for the city, and Aaron became the prowler. He met his first client at Times Square, someone who wanted him to steal a painting. And Miles's dad saw him there. He never said anything, just turned and left. After Jefferson graduated from the police academy, he told Aaron he wouldn't be able to cover for him anymore. Aaron lied. Told Jefferson he was done with that life. The lie only cost him a family. Finally, Miles has that meeting with Finn at the church. >> That was a hell of a way to tell me you're Spider-Man. What if I killed you? >> You want me to feel bad because you almost killed me? >> I want you to stop lying to me. I let you in the underground because I thought you understood. >> I do understand what Kger did to Rick. Roxaw needs to pay. Not like this. >> This is the only way I can beat him. I need you to look the other way. Please. >> I can't. I made a promise. >> So did I. Why did you pick here? My dad brought us to that concert. Seven choirs from seven countries. Remember? >> Ghana was my favorite. >> Ghana wasn't there. You're thinking of Guinea. >> No, I'm pretty sure it was Ghana. >> Guinea, Biz, Poland, Cuba, >> South Korea, Thailand, Venezuela. You're right. >> I usually am. >> Usually. What? They're interrupted by Rhino, dispatched by Creger. Seems Roxan never handed him over to the police, but recruited him instead. With his surprise attack, Rhino knocks out the tinkerer and Spider-Man. They wake up tied to chairs, forced to endure Creger's villain monologue. >> Got to say, I'm disappointed, but yeah. See, Miss Mason kind of knew she was going to be a handful. you. I guess I was hoping that you and me would see eye to eye. Where are we? You're behind the curtain, bud. This is our most secure facility. And here the sausage gets made. >> You're a real prick. You know that? >> You know, when her brother and I were developing new form, >> all you did was put your name on the patent. He said the only thing you knew how to do was sell other people's ideas. >> Well, at least I still got a pulse, babe. But let's not dwell, right? The first thing we're going to do is I'm Wow, that is awesome. Are those involuntary defenses? Oh man, that's hot. You see, I'm going to get that mask off you and I'm going to find out what makes you tick because you just smell like next level bioengineering. And you know what that smells like to me, kid? That smells like money. Okay, I'm going to hit the gym. Leg day. Can't [music] skip it. Get her to tell us where my new form is. Yeah. Can't really open the paws without it. [snorts] Oh, and uh use him. >> Kger gestures toward Rhino, then leaves Spider-Man and Tinkerer with armed guards. They beat Spider-Man repeatedly, unaware that hitting him with their superpowered weapons might hurt, but it also allows him to absorb the energy. He unleashes that energy to escape his restraints and free Finn, too. The two quietly make their way toward the exit. Along the way, Miles and Finn overhear a confrontation between Prowler and Creger. >> I can't let them go until I have my new form. >> You shouldn't even be here. Your muscle was only supposed to grab the girl. [groaning] >> Yeah, he didn't like that. Here's the deal, bud. Spider-Man's the best leverage I got against Miss Mason. I mean, you caught them together. Well, I mean, you caught them, but it was thanks to your intel, so clearly there's something going on there. >> You agreed to leave the kid alone. >> Uncle Aaron. >> Ah, the kid. I love how you say that. It's just so paternal. Let Spider-Man go and I'll get your new form. Feed you underground intel. Whatever you want. >> See, leverage works every time. >> My Spider-Man, >> here's leverage for you. I've seen things. New form making people sick. What you did to Rick Mason if I went public. >> Yeah, but you won't. Here's the deal. You're a wanted thief. plus all the jobs we've done together. But you'd be in the cell right next to mine, and we both know you're a little too self- serving for that. So, we're going to head in and check on Miss Mason and Spider-Man. Uh, but it's kind of an invite only party. Yeah. >> Bye. Despite Finn's anger at Miles for leading her into a trap, they have no choice but to work together to get out. At first, that means a lot of stealth. But once Tinkerer has her weapons back and Rhino spots them, it means another brawl. >> You like my new color? Immune to your little Zappy Pops. >> Zappy Pops. Come on, man. >> Now be finished. >> They disable Rhino's armor. Then Spider-Man has Tinkerer keep an eye on him while he runs back into the lab to grab incriminating data on Creger. Maybe if he takes him down the right way, Finn won't have to take him down the wrong way. In that data, Miles sees something concerning. To try and make the deadline, Creger supercharged the reactor. That means if Finn goes through with her plan, the explosion will be a lot bigger than she realizes. It won't just take down Roxson Plaza. It'll wipe out Harlem, too. While Miles reviews the data, Rhino taunts Finn enough that she decides to put him down permanently. She plunges her energy sword into him, but Spider-Man stops her before she can sink it deep enough to make it lethal. And Finn is sick of Miles interfering with her plans. She beats him down so fast he doesn't have a chance to warn her about the reactor. Then she leaves him with a warning. Come near me again, I'll kill you. >> But we're family. >> My family's dead. >> Ganke, I need help. >> Genki helps him home where Mile's mom spots them, the wounds on his face, and she looks down. She sees the costume. >> What are you wearing? >> I have to tell you something. >> Vinn's attacking the plaza. >> Yeah. >> So, that was you chasing her through the city as Spider-Man. You could have died. Why didn't you tell me about any of this? All those talks we had, how to keep yourself safe. But this, I didn't want you to worry. And the other Spider-Man's gone. I just keep making things worse and worse. Now I screwed up things with you, >> Miles. There is nothing you could ever do or ever be that would make me stop loving you. Nala, you give me strength, Miles. That's all a hero really is. [music] Someone who's brave for the people they love. Just a guy who doesn't give up. Gloria is handling feast and Teao's going to help us go door to door. >> Perfect. Let's get this evacuation started. I'll meet you outside. >> You remind me more of your father every day. >> You stay safe. >> I will. >> While Rio and Genki get the word out and evacuate Harlem, Miles goes after Finn. With Genki's help, he figures out where Finn is working on the new form, the Oscorp Science Center. She's going to use the energy converter they built for the science fair years ago to make the new form unstable. Miles heads that way to stop her, but Prowler stops him, knocks him out, and throws him in a makeshift prison cell. >> Can't let you go back out there. >> Let Creger and the Tinkerer kill each other. Go back to being Spider-Man when the heat dies down. >> And what? Just hide down here. I don't get to pick and choose when I'm Spider-Man. I got to stop. Finn. >> No, you got to survive. I've been trying to teach you that, but you don't listen. >> You want me to survive so bad? Why sell me out to Creger? >> Wasn't a sellout. >> Yeah, >> I'm serious. You were never supposed to get caught. Creger broke our deal. You wanted back in the family and that's the best you could do. >> I saved your life. >> You threw me in a cell >> to protect you >> like this IS PROTECTING ME. >> DAMN IT, MILES. I'M NOT GOING TO LOSE YOU, TOO. >> And I'm not going to let people die just to save my skin. You underestimated me. >> A bioelectric venom blast blows a hole in the cell and the nephew fights his uncle. Once Miles has the Prowler beat and webbed, they fight with words instead of fists, webs, and rocks on tech. >> I know I messed up. [snorts] I let you down. >> We're family. >> Family? That didn't stop you from lying to me, manipulating me, fighting me. Being family isn't enough anymore. >> Doesn't have to be like this. you, me hating each other. That's how it happened between me and your dad. I don't want to repeat that. >> I don't either. But I can't be the person you want to turn me into. I can't turn my back when people need me. I have to be better than that. >> Spider-Man continues his journey to the Oscorp Science Center. He tries calling Finn. She ignores him. No choice but to get to her in person. a face to face where he can try words and an olive branch. If or when that fails, fight her for the new form. He finds her and she opts for the fight, but not with her. She's smarter than that. Instead, she busies Miles with her army of supercharged underground. By the time Miles fights his way through them, the glowing building in the middle of Harlem tells him she's already begun the process. And though he's gotten through the underground, there are still Roxson's forces to deal with. Thankfully, he's got reinforcements. The Prowler. He takes down Roxson security, then joins Rio and Genki to help get more people to safety. Inside the plaza, Spider-Man faces the tinkerer again. Between the violence, he tells her the truth. >> You don't know what you're doing. >> They deserve what's coming to them. >> No, the reactor. Creger changed the specs. You're not just going to destroy Rockstar Plaza. You're going to vaporize all of Harlem. >> I'm not going to let you lie to me again. >> So, another fight. While trading fists, energy blades, and webs, Spider-Man never stops trying to convince her. After the first explosion, as the reactor approaches critical failure, the one that'll vaporize Harlem. He keeps trying, but she just won't believe he's on her side. She won't believe anyone is on her side. Miles promises to release that incriminating evidence on Creger. Everyone will know the truth and he'll face justice. But she won't believe that anyone will care. So they continue their fight. Even as Creger chimes in over the intercom to assure the tinkerer that even if the building explodes, even if Harlem is destroyed, Roxson will continue unabated. All this will be for nothing. The tinkerer beats Spider-Man down and weakens him enough she might even be able to kill him. >> Don't make me kill you. You can't win. Why do you keep fighting? >> Because I'm Spider-Man. >> He shows her Spider-Man isn't easy to kill and he does hit back hard. Once he disables her tech, she's forced to take a breather and really look at what she's done. The reactor is a mess. Shock waves are already tearing through Harlem. This shouldn't be happening. As the building falls apart, she slips off it. And without her tech, it will be a fatal fall. Except she's caught by Spider-Man's web. Even after all this, he saves her. >> I'm sorry. >> It's okay. >> They land hard. Miles takes the brunt of it, saving Finn's life. Then he gets up and walks toward the reactor. Shock waves push him back. He pushes forward. He gets to the reactor and puts his hands against it. He tries to absorb its power. Finn watches it happen. It reminds her of her brother with his hands on another unstable reactor seconds before it killed him. Miles absorbs the power. Painful but effective. Except he can only hold that power in for so long before it'll explode out of him. Anyone nearby will die. His mother, Genki, so many other bystanders. Miles begs Finn for help. >> Get them far away. I can't hold this in much longer. >> Finn puts all her programmable matter into her boots enough to run up a building and launch them up high enough the only one nearby will be the one holding Miles in her arms. Finn, >> it's okay. >> Just let go. >> Let go. >> He does. Harlem watches an explosion fill their sky and they watch a Spider-Man fall from it. They find him in a crater. His mother gets to him first. >> Miles. >> Oh god. [laughter] [crying] Say something. Is everyone >> okay? >> We're safe. [crying] All of us. >> A girl brings him back his mask. One of the artists who painted that mural of Spider-Man. Miles stands up while the crowd keeps the press busy. >> Who is he? >> That guy. He's our Spider-Man. >> Four weeks later, Creger is arrested and a certain artist adds a certain Spider-Man to her mural. The new hero is accepted by Harlem and so is Miles, who finally feels at home. And Peter Parker is back from his trip. >> Man, I still can't get over that suit. So cool. >> Got to be me. >> Yeah, you do. Pete, does this job ever get easier? >> Some of it. Yeah. Some things never get easier, though. Roxson did this uptown cuz they saw us as disposable. Me, Rick, Finn, all of Harlem. I think part of our job is making sure they can't get away with it. We'll add it to the Spider-Man oath. Go time. >> Go time. >> And the two Spider-Man swing off together. Elsewhere, a hunter is dying. Sergey Craravenghoff was born into a Russian family of aristocrats who revered the hunt not as a sport but as a core philosophy. Now he faces an end not by some great enemy but instead terminal cancer. Cravenoff or Craven cannot allow that. He sends his army of hunters to find a formidable opponent. Someone worthy of his final hunt. Their latest find, a supposed great hunter, is a disappointment. Craven kills him with his bare hands. But Craven's hunters find something interesting. A city teeming with superpowered villains and at least two superpowered heroes. A city called New York. It'll do, Craven decides. >> Light the fires. >> The great hunt begins. 6 months later, Miles is acclimating to life as a Spider-Man, balancing superheroics with college applications and a girl he likes, Haley Cooper, the painter of that mural, they get along great, and thanks to his American Sign Language courses, he has little trouble communicating with her. As for Peter, he's also trying to pull off a balancing act. Spider-Man, MJ, and now a teacher at Miles School, Visions Academy. I'm here. >> Good morning class. We have a new teacher joining us today. >> Hi, my name is Pete. My my Mr. Mr. Parker. Uh, and we are all very lucky today because this is physics class and physics is awesome. [cough and clears throat] Ever wonder how some insects and uh birds or reptiles can just run right across a pond? Two words, surface tension. >> Bathroom. Okay. Miles interrupts the class when he notices a conspicuous sandstorm outside, a job for Spider-Man. So, Peter leaves the class with some busy work and joins Miles on the roof where he sees it. The unmistakable work of Flint Marco aka the Sandman. They suit up and swing downtown toward the chaos. A giant Sandman spreading destruction. They fight the villain while Peter does his best to appease an angry principal on the phone who wants to know why he'd abandon his class minutes into his first day on the job. As always, the Spider-Man Peter Parker balancing act proves to be an impossible one. But at least he and Miles get one job done. They stop Flint with some clever use of water, electricity, and Peter's new invention, web wings, allowing them to glide. Once they've got Marco back in human form, they don't get much in the way of answers. Just that Flint needed help and no one listened. That set him off. >> Marco, it's going to be okay. I haven't been okay for a long time. >> If you need help, all you have to do is ask. >> You're the ones who are going to need help when they come for you. >> The truth Peter and Miles will soon learn is that the they Flint is talking about is Craraven and his hunters. In the last few months, he's taken residence near the city. And now he's dispatched his army to capture superpowered beings for the great hunt. Except with Sandman in police custody with the Spider-Man's help, Craraven will have to keep looking. For now, Peter and Miles have a lot of work to do. cleaning up Sandman's mess, helping citizens escape debris and endless mounds of sand, repairing damaged infrastructure, and stopping criminals who believe they have free rain while the cops are busy digging through sand. Once Peter and Miles finally get back to Vision's Academy, Peter is greeted by that rightfully angry principal, proving again the impossibility of living two lives to their fullest. >> Principal Evans. >> Yeah. Guess who decided to show up today? I I know this looks terrible. >> Looks I'm I'm so sorry. >> It's more than looks. >> No, I know. I know. I know. I know. And this is the last thing that I wanted to happen, and it'll never happen again. >> I've had enough of this. >> No, I look >> No more excuses. Your job is to protect these students, not to abandon them. You're fired. >> When Peter gets home, MJ can quickly tell something is wrong. >> What's wrong? I got fired. >> You were so excited about this job. >> I know. I had the whole semester planned out. Next week, we were going to make a potato powered helicopter. >> I'm so sorry. I might be joining you in the unemployment line. >> Jonah already cleaning house? >> Sort of. He's instituting a radical meritocracy. >> Yikes. So, what does that even mean? >> It means that whoever doesn't write a front page story in the next week is fired. >> Oh, well, you'll be fine then because you're the best reporter they have. >> What you got in there? >> Unsold some karia books. Running out of storage at my place. >> But you got great reviews. >> I sold 14 copies. Nobody wanted to read about some karia. The Bugle is the biggest outlet in the city. I can make a difference there. But if I get fired, I don't know what I'll do. >> Do you even need the Bugle to do what you want to do? >> I tried making an impact from the outside and 14 copies. Now I I need to change things from the inside. >> They head inside to the house that used to belong to Aunt May, the one Peter would love to share with MJ. Hey, so have you thought any more about moving in? >> We talked about this. I need to be in the city close to where the action is. >> Upstairs, Peter visits his old bedroom where he sees a hole, one he punched in the wall about 10 years ago after getting his powers. His assignments were overdue. Jonah Jameson was calling him a menace, and he lost it. Aunt May wasn't mad when she saw it because she knew what was wrong. Peter was taking on too much. He had to find balance in his life. Drawing eyes above that hole in the wall, Peter and May turned it into an angry face. And now a reminder. >> Maybe May had a point. I can't take too much on. Something's got to give. >> Outside, a surprise visitor, a best friend that Peter and MJ haven't seen in 2 years. Harry Osborne. [laughter] >> Whoa. Doctors haven't cleared me for MJ hugs yet. Sorry, >> Harry. I missed you. >> I missed you, too. >> I heard about May. I'm so sorry. >> So, how was Europe? >> Sorry about all that. I was being treated in isolation here in the city and I I didn't want you guys to worry about me. >> Is it the same thing your mom had? It was past tense. We think it's in remission. >> Harry, this is I can't believe it. You look great. >> I feel great. >> I have to get to work. Dinner tomorrow. >> Coney Island. World time sake. >> It's a date. That's new. Yeah, it's a little skill she picked up when we were in Sakaria. Sorry for coming by unannounced and all. >> What? No. Are you kidding? You want to come inside? >> Actually, I was hoping you might have time to go for a ride with me. >> Sure. I'm surprised the frugal flyer is still on the road. I was thinking we might roll like we used to. Is that my old bike? >> N I I found it on the internet. It's a close match though, right? >> Wow. Yeah. It's even got the same stickers and everything. You sure this isn't my bike? >> You ready? Yeah. Where are we going? You'll see. Come on. Try to keep up. Harry takes Peter on a trip down memory lane to the high school where he reminds Peter of the time they broke in after hours. After Flash Thompson broke Harry's laptop, they had to get the USB drive from Peter's locker with a backup of their presentation for the young entrepreneurs competition. After a few near misses with the security guard, they got the drive, got outside, and Norman arrived with the news that Harry's mother passed. They never gave their presentation at that competition, but Harry thinks if they did, they would have won state. They could have accomplished so much if they worked together, and it isn't too [music] late. Harry presents Peter with an ID badge. Peter Parker, co-founder, Emily May Foundation. That's what this has all been about. It's Harry's way of offering him the job opportunity of a lifetime. Peter could be Harry's co-founder for a research organization to honor the life of Harry's mother and Peter's aunt. They could accomplish everything they laid out in the presentation they never gave. The one Emily Osborne suggested they name heal the world. A lot's happened in the last 10 years. It's a miracle [music] I'm even sitting here now. I got a second chance and I'm going to take advantage of that. But I need you with me, Pete. >> Wow, this is uh a lot to process. Why don't you come by the lab tomorrow? Check it out. >> You have a lab already? >> I'll show you some of my ideas and we can talk about it some more. Deal? >> Sure, Pete? We're going to heal the world. The next day, Miles continues [music] to struggle with the personal statement on his Empire State University application. How does he talk about himself without talking about the most important part of himself, the part that has superpowers? Thankfully, a call from Peter Parker gives him the perfect excuse to procrastinate a little longer. >> Hey, Miles, you busy? I need >> Whatever it is, I'm down. >> Need some help with a babysitting mission at the RA. >> Sounds fun. Fill me in on the way. >> On the way out, an awkward conversation with mom. 2 years after losing her husband, she started dating again. She recently met someone and now wants Miles to meet him, too. Miles is supportive and agrees to join them for dinner. On route to the raft, Peter fills him in. MJ got a tip that Scorpion is being transferred to Ravencraftoft. Not enough resources for him since Sandman became his roommate. Peter and Miles keep watch as Scorpion is walked out of the prison. But it isn't just him. MJ's tip didn't include the second inmate being transferred, the one responsible for the death of Miles father, Martin Lee, aka Mr. Negative. Peter puts a supportive hand on Mile's shoulder. But Miles reignited grief is the least of their problems right now. After failing to capture Sandman, Craraven and his hunters have moved on to the next villains on their list. These two prisoners. Perhaps one of them will prove a worthy foe for Craven's last hunt. Hunters attack the ship. Peter and Miles do their best to fend them off, but they are skilled and outfitted with some incredible tech. They break out Scorpion and try to take Lee. No, Miles cannot abide that. The man who killed his father cannot go free. Miles fights like hell to hold on to him. But once civilian lives are put at risk, and Miles moves to help them, that distraction gives Craraven's hunters the moment they need to hoist away the box containing Martin. Miles saves the bystanders, then turns his attention back to the box. He fights off the hunters and pulls it back down to the dock. When it cracks open, he walks out of it. the killer, Martin Lee. Craraven gets a rope around him and pulls him up toward his drone. Miles webs him and it becomes a tugof-war match with Martin in the middle of it. But those civilians, more of them, need help. Miles has no choice but let go. He joins Peter to save some lives while Craven the Hunter escapes with Scorpion and Mr. Negative as his own personal prisoners. After that, Miles meets up with his uncle Aaron out on parole, promising the Prowler is behind him. He gives Miles some advice. He cannot allow Martin Lee anger and revenge to cloud his mind. It won't be easy. >> But sometimes you got to push the past away so you can make room for the future. >> Making room for the future is easier said than done for a Spider-Man. Today is the club fair and Mr. Atlas will be there. He has the best music technology program in the state. But instead of meeting him, Miles has to run when he finds out a teacher was kidnapped. He rescues her while struggling through a phone interview with Mr. Atlas. For the rescue, Spider-Man is crowned the hero of Brooklyn's Visions Academy, while his alter ego doesn't fare quite as well. Miles would likely be rejected from that music tech program, but his teacher and principal put in an excellent word, so he at least gets a second chance. Mr. Atlas suggests an in-person meeting on campus next week. As for Peter, opportunity is knocking for him, too. The Emily May Foundation. It's time to swing by and see what Harry has in mind. What Peter finds looks like a bit more than a startup. Harry is Norman Osborne's son after all, which means a sizable investment. >> Peter Parker. So, what do you think? >> It's a far cry from that chop shop that Otto had you in. And now that you're on board, this place is really going to start cooking. Dad, Pete hasn't decided he's joining yet. >> Oh, really? >> But I was going to give him a tour. Let him decide for himself. >> All right. you know, seeing you boys together again, right? Then have fun. >> Get your badge out. Let's go exploring. >> He introduces Peter to Dr. Young, developing methods to protect the declining bee population. That's the theme of this place, heal the world. That was the name Emily had suggested for Harry and Peter's project for the Young Entrepreneurs Competition 10 years ago. And now Harry, with Peter's help, hopes to make it real. >> It's all the stuff we talked about. All the stuff we dreamed could make the world a better place. That's the idea. >> Harry introduces Peter to someone he's met before in human and lizard form. Dr. Kurt Connors, Harry's personal doctor, who seems quite concerned with him, checking again that the cure is still taking. >> Your doctor is the lizard. Dad believes in second chances. >> Peter spends some time exploring the lab and all the potentially worldchanging projects they're pursuing, like plants engineered to survive extreme weather, better preparing the world for climate change. The lab is incredible. It's the sort of place where Peter might be able to help even more people than Spider-Man. Harry ends the tour with their shared office where he already has a photo of Aunt May on Peter's desk. All Peter has to do is say yes, and it's his. Harry makes one last pitch. >> When I was in treatment, all I could think about was what would I do if I survived? And I kept hearing my mom's voice telling me that our planet is in trouble and it's my responsibility to save it. If you join me, there's so much more that we can do. I mean, we both know you're the smarter one. [laughter] Come on. Let's make my mom and me proud. Huh? It's amazing. But there's one thing. Can I move my desk over there? I like to face the wall when I work. [laughter] Oh, one quick thing. [laughter] [applause] [laughter] I'm I'm going to need a little time to transition out of my tutoring [music] job. Of course. Take whatever time you need. It's all about balance, right? >> Yeah. But Coney Island leader. Yeah, >> you bet. >> Peter leaves in high spirits, then gets back to that tutoring job. The cover story Peter told Harry to explain the Spider-Man work he does with Miles. Right now, Miles has a lead on the guys who took Scorpion and Lee. He and Genki track the exhaust trails from their aircraft to the Williamsburg Bridge. There, Spider-Man finds nothing at first because just like Sable, Craraven has cloaking tech, which turns a small outpost by the bridge invisible. Once he finds it, Peter does some investigating, finding more hiding spots throughout the city. He learns the bad guys call themselves hunters, led by a man named Craraven, and MJ helps him connect some dots. She noticed recently some shell companies buying up properties all over the city, entire city blocks. Must be Craven behind it. Spider-Man checks out some of those properties and finds a hidden lab where Craven has been studying ways to fight his chosen opponents, testing medicines to counteract Scorpion's poison and arrows to pierce his armor. The studies come in handy when Scorpion tries to escape and finds his poison useless against Craven. Craven, who grabs the Scorpion's tail and cuts off the sharp tip, then stabs it into Scorpion's heart. >> They said you were a killer. >> Imagine my disappointment. [groaning] >> At the hideout, Spider-Man continues his investigation and finally figures it out. Craraven is not recruiting villains as allies. They are his prey. And on the list after Martin and Scorpion, Peter spots another name. He recognizes Black Cat. Craraven is going after Felicia next. That night, time for Miles to meet his mom's new boyfriend. Accept duty calls. Two texts from Peter. Suit up and ASAP. >> I'm sorry. Look, next time I promise, >> Miles, >> I love you. Peter catches him up about the hidden base he found, how the hunters all work for a guy named Craven, and how he's got an extensive hit list that includes his ex, Felicia. Peter knows she won't listen to him, but maybe she'll listen to a warning from someone she doesn't know. Miles agrees to give it a shot. Sure enough, he finds hunters chasing her at the sanctum sanctorum, where she's stolen something quite ancient, the wand of Watum, giving her the power to open portals and teleport. Chasing her takes Miles on a strange journey. All the while, he warns her about Craven, and points out that they could use the wand to find him and stop him. She's not interested in that. >> Why won't you help me stop this guy? >> You're Spider-Man. You've saved the city before. You'll do it again. >> Spider-Man was right about you. You only care about yourself. >> Look, kid. Not that it's your business. My girlfriend's in Paris, and I got her into trouble with some bad people. Have you ever done something for love? She needs me now. If only I could figure out how to go more than 10 ft with this thing. >> MJ said not to trust you. >> Red's a smart one, but you got to make your own choices, kid. >> The hunters attack again. Spider-Man helps to fight them off and promises they can figure this out together. Once the bad guys are subdued, Miles and Felicia hold the wand together. And together, they thank Eiffel Tower. It works. The portal opens and she leaves. I'll revive, Felicia. >> Thank you. >> Once the portal closes, Miles holds the wand himself and asks to see Lee. Instead, the wand disappears. Transported back to its home. And in its place, a post-it note appears with a message. Sorry, just got back from Nepal. The doctor and I owe you one. Signed, Wong. With her safe, what now? Genkey has an idea. Mysterio just got out of prison and opened an attraction at Coney Island. They should check it out. He could be on Craven's hit list. Not to mention Miles crush Haley will be there. The perfect chance to ask her out that night. They check out the mysterium. >> Hello, I'm Quentyn Beck, master illusionist, and this is Betsy, my business partner, and Cole, my technical adviser. And this is the next generation of entertainment. >> No way, dude. >> Excellent. Cool. A brave young man ready to experience the future firsthand. Is there anyone else out there with courage in their hearts? Come on. Come on and experience the future. >> With Genki too scared to join him, Miles heads in on his own. The Mysterium reads his hopes and dreams to customize the experience. And it starts like a dream. He's a high-tech DJ with a crowd that loves his music. But Beck is still working out the kinks in this place, and the dream soon becomes a nightmare. Co-starring Martin Lee. Miles gets out of the illusion and Mysterio apologizes before closing the place for maintenance. Then they bump into Peter, MJ, and Harry. >> Miles. >> So, uh, what's up with that? >> Oh, uh, the future of entertainment still has some bugs to work out. Hi, Pete. Cool shirt, cool shoes, really cool shoes, cool everything, really. >> Hey, Miles. Thank you. >> Guys, this is my best friend, Harry. Uh, he just got back from overseas and he's starting up a new research foundation. >> You mean we're starting up a new research foundation? >> Hey, good to meet you. >> New job, huh? You still going to have time for tutoring? >> We'll figure it out, >> shall we? >> Actually, that thing back there really messed my head up. Can we dip? Okay. Nice meeting you, Harry. >> Yeah, you, too. >> You You good? >> Yeah. Actually, uh, I'll catch up with you later. >> Hey, we should really check in on Miles. Make sure he's okay. >> Yeah, I will. >> Okay. >> Well, they seem nice. And too bad they're going to miss out on the best night of our lives, huh? Miles sends Haley a text, too, apologizing that he won't be able to make her exhibit tonight, but promises they'll catch up later. As for Peter, MJ, and Harry, it is a great night, just like the ones they used to have before life got complicated. Peter and MJ like it, and they both agree they'd like to have more nights like this where she isn't a journalist and he isn't a superhero. But when it comes to Peter Parker, things don't usually stay uncomplicated for very long. The first tip off comes at the test of strength. When Harry swings the hammer hard enough, it knocks the bell off the tower. Maybe Peter isn't the only one with super strength. >> Harry, that was something else. Yeah, I have no idea how I did that. >> Next, they head for the ferris wheel. Harry goes off on his own, leaving Peter and MJ to enjoy the moment alone. And they do enjoy it until the bad news. >> You look really happy. >> It's funny. Harry's getting a second chance, but I feel like I'm getting one, too. >> You two are going to make a hell of a team. The bugle posted. >> Did Jonah put you on the front page? Oh, you're going to be an editor. I should have brought champagne. >> Hunters and scorpions and explosions. Oh my. Jonah opposed to the new guy story. >> MJ, >> it already has 5,000 views. I've got to write a different kind of story. >> Win is trust somehow. >> Hey, come up with something. You always do. >> Thanks. >> Sure. >> And hey, if you need some help from your friendly neighborhood Spider-Man, I'd say we make a hell of a team, too. Even if I do forget the champagne. >> Next time. They kiss as the fireworks go off, and it's about then those complications begin. Hunters arrive in search of more prey for Craven. They find it at the go-kart track where the reformed villain Tombstone works as a mechanic. They don't seem interested in Mysterio at all. Peter suits up and goes another round with the hunters while protecting bystanders from the inevitable collateral damage of the chaos they bring. He nearly loses a few roller coaster cars worth of civilians. >> I'm sorry. >> Until an unexpected ally, Harry Osborne. It seems putting him in a tank with that symbiote for 2 years had an effect with black tendrils for arms. He holds up the broken track threatening to collapse. And together they save the day. Spider-Man gets the civilians to the ground where MJ is waiting for him. She saw it all. [panting] >> Was that? Yeah. >> Spider-Man rejoins Harry, who now for the first time knows that behind the mask is his best friend, Peter. >> Okay, we got to talk. We sure do. Spider-Man. I know. I know. But first, what are those things coming out of you? I think it's my treatment. [sighs and gasps] Dr. Dr. Connor said it's some kind of self-arning exo suit, but I had no idea it could. Wait, you know what this means, right? We both have superpowers. Just think about all the stuff we could do to heal the world. >> Sorry. I uh guess I still got to figure out how this thing works. Well, it's a real shame neither of us has a state of the-art [music] science lab to run some tests. I'll go make sure the coast is clear. Meet you there. Give me a call when you're ready. >> Once the coast at the foundation is clear, Spider-Man swings over where he finds Harry testing his abilities. He can leap off a balcony and before he hits the ground, tentacles shoot out to stop his fall. HEY. HEY, PETE. WATCH THIS. You okay? Come on. Let's see what else this thing can do. What are you doing? >> Science, buddy. I'm doing science. So, Spider-Man, you told MJ, but not your best friend to protect you. I I wanted to, right? Yeah, I get it. And that kid you're tutoring, he's the other one. >> Uh, a lot happened while you were in that tank. Trust me, I know. Nice and gentle. Whoops. [laughter] Yeah. I'm going to make some coffee. It looks like it's going to be a long night. >> Damn it. They spend the night working [music] and the next morning, Norman strolls into the office to find the place a mess. >> What the hell happened here? >> Um, [snorts] we were we were just um doing some experiments. >> Where's Dr. Connors? >> Uh, maybe he took the day off. No, he doesn't take days off. >> I'm going to go. Yeah. Yeah, I'll call you later. >> Peter leaves the office and tells MJ what he's learned about Harry so far. The thing which gives him powers is an exo suit that completely eradicates any trace of his disease. Incredible work by Dr. Curt Connors. Except Peter does not yet know the truth that Connors didn't make the exo suit. It fell from outer space. For now, back to their other problem. Craven the Hunter. Black Cat calls Peter and Miles with a tip. She swiped a radio from the hunters and overheard some chatter. They're after Tombstone again, this time at the steel foundry in Williamsburg. Peter tells Miles to focus on getting his essay done. He'll take this one, but he won't be alone. While making his way through the army of hunters patrolling the abandoned foundry, Peter gets a call from Harry. Harry gives an update on Connors. They still can't find him. Peter suggests he ask MJ to stop at the house and see if he's there. Harry also can't help but notice Peter's stealthy whispering clearly on a spider mission. Harry invites himself along. And before Spider-Man knows it, he's joined by a black suited ally who dubs them the Spider Pals. >> Harry, what are you doing here? I'm >> helping you out, Spider-Man. You're welcome, by the way. >> I was hoping to do this quietly. Is this my fault? You go left, I go right. >> Let's do this. >> They fight through an army of hunters together, and Harry's exo suit shows what it can do. More than super strength, he can swing like Spider-Man using tentacles that shoot out of him. Tentacles that can also hurt the bad guys. But when alarms go off, the sound cripples him. Perhaps a weakness of the suit. Once he's back on his feet, the fight continues and together, the Spider Pals break out the reformed super villain. >> Only downside to going straight. [panting] The game keeps you in shape. >> Glad we got to you in time. Some of the others weren't so lucky. >> They couldn't have off me if they tried. Besides, they were waiting for their boss to do the deed. >> You have someplace safe to go. >> Yeah. They come for me again, I'll be ready. Tell your friend thanks for looking out for me. See you around, Spider. Looks like they split. We should too. >> Yeah. >> Then their first clue, the suit has a mind of its own when it grabs Peter's hand and as though learning from Spider-Man, adopts a similar spider emblem on Harry's chest. >> What are you? Hold on. Sorry. I'm still figuring out how this thing works. Nice design. What do you mean? Didn't you just, huh, [laughter] I guess I did. Would you look at that? I guess we really are spider pals now. [laughter] I think I'm going to head back to the lab, see if Dr. Connors has showed up yet. >> Good call. I'll catch up with you soon. >> Incredible. It's all quite exciting. Miles can hear it in Peter's voice when he checks in. Though, it does leave him with some questions, too. >> Hey, Miles. Yo, man. It's been a minute. You need any spider help? >> Actually, we're all good. We managed to rescue Tombstone before Craven could get his hands on him. >> We Oh, long story short, my buddy Harry, he has some sort of power suit. Kicked all kinds of butt with it. He's going to be a big help with these hunters, that's for sure. >> Wait. Is he one of us now? >> Sort of. It's all happening fast, but we'll talk later. Got to run. Talk later. He says that a lot. Okay. Better see what's going on with Ma. >> She has questions, too. Namely, how is Miles doing? >> Miles. Hey, Ma. Babe, >> I just wanted to check in. see how you're doing. >> Fine. Everything's good. [sighs] >> Okay. It's just a lot right now. So much to take care of in the city. Super stressed about my college essay. Pete's busy doing other stuff. And Lee. Lee is still out there. Doesn't that bother you? >> Of course it bothers me. But I'm committed to making this community better. I've got to let go of things that don't serve me and focus on where I want to go, not where I've been. Yeah, but Lee, I can't just let him go. After that, he tries to check in with Peter, but he's busy as always, and Harry is calling now with another update. Still no sign of Dr. Connors, and no word from MJ yet, who said she'd stop by his house. Nothing to do now, but wait. In the meantime, Harry could use an extra set of eyes at the lab. Peter arrives just as MJ finally calls. She didn't find Connors, but his house is crawling with Hunters. Though, she has an idea where Connors might be somewhere across the river. Before she can say more, she drops the phone when Hunters get into the van, the one she's hiding in. They take off with no idea there's a captive MJ in the back with her phone sitting uselessly on the road outside Connor's house. They take her to a zoo where she escapes the van with help from a special taser, a Simarian souvenir, and some combat training courtesy of Silver Sable. Mostly MJ relies on stealth. In this hunter hideout, she finds Connor's phone ringing with a call from Harry. The battery dies before she can say much. Please don't talk to me, >> Harry. It's MJ. I'm at an abandoned zoo in Jersey. It's >> In another area, she spots the kidnapped Connors chained up in a cage. Craraven must want him for the hunt. Well, not Connors, but Connor's lizard half. Once that monster manifests, he might be the formidable opponent Craven seeks. MJ does some more sneaking enough to get into the enclosure with Connors. But as she works on removing his shackles, Craraven arrives. >> You know this beast? >> His name is Kurt Connors. He's a good man. [snorts] >> There are no good men. only [panting] good prey. >> Despite their protests, he tosses MJ aside, injects a vial of glowing green serum into Connor's neck, and leaves the [music] cage. That's when the spider pals arrive. >> Are you two all right? >> Better now. >> There's a lab in the atrium. Might have a syrup. I don't have much time. Then we'll buy you some. >> Connors does his best to remain human while Peter and Harry clear a path to the lab. They get to the serum, but so does Craven. He takes it from them, leaving Connors no choice but to let it out. The lizard. Then Spider-Man makes a grave error. He gets in Craven's way. So Craven puts a knife in him. He tosses the half-dead spider away as the lizard breaks out of the enclosure. And Harry goes after Craven. While those two fight, MJ finds Peter outside. She helps him to his feet and they make their way toward the exit. Harry keeps fighting Craven. Spider-Man keeps fighting for his life. >> I'm going to get you out of here. >> This feels not great. [screaming] >> Just think this will definitely be your coolest scar. >> Yeah, MJ. I don't think. Am I breathing? >> Peter keeps walking but knows he doesn't have many steps left in him. >> I know. I know. I know. Shh. It's okay. Come on. I can't I can't see. >> Focus me. One foot in front of the other. Come on. >> Sorry. I was always so busy. [screaming and groaning] Don't >> we're almost there. Pete, talk to me. >> [ __ ] >> Almost there. Hang on. >> They get outside. Peter falls. Harry finishes his beating and tosses Craven away before MJ calls him over. >> Harry. Pete, [panting] >> please stay with us. >> Come on, Pete. Come on. This is nothing. Remember in fifth grade when you No. No. You got to stay awake, buddy. Wait. >> No. [screaming] help. >> Then it happens. The exo suit with a mind of its own, it leaves Harry and moves to Peter instead. It encases him in black goo. And like that, he's back from the brink of death. >> What happened? >> Alive and well, better than ever, in fact. More hunters come. MJ and Harry get out while the revived black suited Spider-Man takes them on. single-handedly with the help of those tendrils and tentacles. Once the hunters are through, Peter takes off. Craven watches him go. He sends his hunters after the lizard, but he'll take the spider himself. >> Track the lizard. The spider is mine. >> Back at the lab, Peter and MJ realize what it means for Harry to be without the suit. It means he's sick again. >> So the suit cured your >> Yeah. >> Which means without it you >> Yeah. Okay. We got to figure out how to get this back on Harry. How did you give it to me? I I don't know. It just sort of happened. Okay. Uh, let me try. >> Pete, there's something in your >> Craven's blade, the one he's stuck in Peter, drools out of the suit until his tentacles yank it out. >> Okay. Not what I What the >> Are you okay? >> I'm fine. I'm fine. Let me try it again. Come on. I'm sorry. I I don't know what to do. We need to find Dr. Connors. Except he's a drilling reptile right now. >> Craven, the serum, he had it around his neck. That's what he used on Dr. Connors. >> If we find that serum, we we could analyze it. Use the equipment here to to engineer a cure >> and bring Dr. Connors back from the land of the lizard. >> I'll start tracking Don Craraven. >> He's probably already cleared out of that zoo by now. >> Well, lucky for us, he left a piece of himself behind. that blade. On MJ's suggestion, Peter checks out the pawn shop in Little Odessa that specializes in rare artifacts. He doesn't get much in the way of answers there. But nearby, he finds hunters. Before costing them, he gets another call from Miles. Another call Peter cuts short. >> Dude, MJ told me you almost died. You okay? >> Hey, Miles. Actually, never felt better. >> I should have been Wait, really? >> Positive. Hey, let me call you back. Got some bonfires to crash. >> Uh, okay. >> Peter takes out the hunters, then finds a crate of vodka. Looks like Craven is hosting a party tonight. Peter heads to the social club, and at a mere thought, the exo suit transforms into a tuxedo. >> Hello, I'm a spy, a spider spy. He heads inside disguised as a waiter and is handed a plate of meat to be served to Craven's bodyguard, which turns out to be a tiger. Spider-Man serves her the plate of raw meat with a side of tranquilizer, then snoops in Craven's study. He finds drugs for latestage chemotherapy and a journal where Craraven has written about his last hunt, how tonight he will visit the chapel and pray for the last time. That was tradition in his family. Where others would open their hunt with feast and drinks, Craraven's mother would open with the same words every time. It is time to pray. Spider-Man comes to the chapel. Just as Craven hoped, because this Spider-Man, powered by this strange exo suit, is the perfect prey for his last hunt. And it does not take him long to learn that suit's weakness. The bell in the middle of that chapel. When it rings, the suit hurts. But Spider-Man is not here for a fight. All he wants is the serum to cure Connors. So he grabs it and leaves. >> We'll finish this later. My final hunt. With the serum in hand, Peter returns to the lab at Emily May where Harry waits for him. Together, they analyze the serum to produce a cure when some hunters arrive. Black suit Spider-Man holds them off while Harry finishes the job. When noise messes with the suit again, and Spider-Man is nearly captured, he makes an even greater show of power. Tentacles explode out of him, destroying a chunk of the lab, too. >> What the hell WAS THAT? >> I DON'T KNOW. I WAS JUST SO IN the suit. You okay? I think so. I'm going to the breaker room. I can do the next steps there. Are you okay? >> Yeah. I feel amazing. >> He takes out more hunters until a big one arrives wearing bear skins. >> I didn't know there were bears in these woods. Okay, before we get down to business, there's something I have to tell you. >> I'm fresh out of honey. Doesn't take long for Spider-Man to beat him, too. More hunters show up. They just keep coming, tearing the lab apart. Harry keeps working on that lizard antidote. Spider-Man keeps fighting, but soon the lab threatens to collapse. They're running out of time. The second Harry finishes synthesizing that antidote. Spider-Man grabs him and swings out of there. Outside they watch the Emily May Foundation burn. A helicopter lands and out of it steps Norman Osborne. >> Harry, >> are you hurt? >> I'm fine. We both are. But the foundation >> I don't care about that right now. Are you sure you're okay? >> Yeah. Get in there and see what you can save. >> I want a detailed report of the damage. Go. >> Your dad's right. The foundation doesn't matter. >> What? This was our dream. >> And it still is. But right now, we have to focus on finding Dr. Connors and getting you healthy again. I got this. Harry hands over the antidote and Peter heads off. As for the other Spider-Man, he's at a loss. He calls Peter, but no answer. So, Miles turns to someone else for guidance. He crouches over his father's grave. [snorts] >> Hey, Dad. Could really use your help right now. I'm doing everything [music] I can to find Lee, but nothing's working. I know what you say. A hero is someone who doesn't give up. And I'm not. I just don't know what else to do. Maybe I should just ignore everything else and spend all my time trying to find Lee. No. If people need help, I'm helping. And I'll find Lee. If Pete's too busy, I'm Spider-Man. I can't handle everything myself. Wish me luck, though. >> Thanks, Dad. >> While looking for those who need help, he gets a call from MJ. She tells him to be ready in case Peter needs help with Connors. >> Hey, Miles. Just spoke with Pete. He's heading over to Dr. Connor's [music] house in Queens. Stay ready in case he needs backup. Oh, really? >> Did Pete ask you to call me? >> Well, no, but figured two Spider-Man are better than one, right? >> Sure. Okay, thanks, MJ. Sounds like he doesn't need me. Maybe I'll go see Haley in the meantime. >> While he carries out his Spider-Man duties, patrolling the city, helping any who need it, Peter looks for Connors. He runs into some hunters at his house and takes them out before overhearing on their radio Lizard has been located at Harlem Fish Market. Peter will never make it in time, which means he finally has no choice but to call in help from Miles, which inadvertently interrupts his date with Haley. At least she's in the know about his superhero alter ego, so he doesn't have to lie about where he's heading. At the market, he finds hunters looking for lizard. He stops a bunch of them, then gets help from Genki in his search. Miles grabs one of Craven's drones and helps Genki hack into it. Now he can join Miles in the field. Sort of. >> IT'S ALIVE. HOW DO I look? >> Like a robot drone, man. [laughter] >> And a robot drone that's tracking the lizard. >> Awesome. That was fast. >> It looks like he's through there. >> They follow the trail. They don't find Lizard, but they do find his skin. He's shedding, which means he's getting bigger. They get a leg up when Peter arrives with a sample of Connor's blood. Analyzing it helps Genki tighten his tracking system. Not that it matters once Lizard crashes through the wall and a swarm of hunters follow. Between the armed drones and hunters on jet skis, it keeps Peter and Miles busy enough. Lizard gets away. But it's okay. Miles has that tracker. >> He got away from us. >> It's good, Pete. I saved the tracker. >> Let's go, man. Before he gets too far. >> No. >> He's mine. >> You sure? He's got big teeth. >> So do I. >> Um, he's not normally like that, right? >> No. He's never like that. >> Peter heads off on his own following that tracker. MJ calls and like Miles notices Peter is not himself. >> Hey, any luck at Connor's house? >> No, but tracking him right now. >> What's wrong? >> Nothing. >> Meaning something? >> Miles was off his game. We almost had Lizard. >> I'm sure he was just trying to help. >> Sometimes it's just easier to do things myself. Hey, that's not fair, Pete. We're a team. >> We just really need Connor's right now for Harry. >> Okay, let me know when you find him. >> Peter heads into the sewers and finds an off-the-g grid underground Oscorp lab. And in that lab, the Lizard. The fight takes them to the surface where Lizard rampages through the city, which means more hunters. With Lizard's hardened skin, it's near impossible to get the needle in him. So, Peter finds a soft spot, his gums. Once Connors wakes up in his human skin, he's shocked to find Spider-Man wearing the exo suit. He holds up a fragment of the meteorite it came from. The suit reacts. Peter starts to worry. What exactly is he wearing? >> What is that thing? It's a fragment of a meteorite that landed outside the city years ago. It's where we found that I'm wearing an alien. We call it a symbiote. It It bonds at the subcellular level with its host. Uh in our case, Harry Osborne. [panting and sighs] He gave it to you. Not exactly. I was hurt and it chose you. >> Which means it's more dangerous than I could have imagined. We need to call OCorp. We need to destroy it. Destroy us. that it chose me, Doug. >> It makes me a better Spider-Man. >> Spider-Man leaves the lab and updates MJ. Lizard is cured. Peter feels great. Turns out the suit is an alien. At that, MJ is surprised. Why doesn't Peter sound more concerned? And why isn't he worried about all the collateral damage caused by his and Lizard's rampage through the city? MJ can tell Peter isn't listening to her and doesn't care about her concerns, so she wraps up the call to focus on writing. Suddenly, she's found inspiration for her new article, one that'll please Jay Jonah Jameson. Peter swings home later and feains interest in the article before going to bed. >> I wanted to get your thoughts. >> Looks amazing, MJ. Can't wait to read it. >> Wait, you're still in the suit? I thought Connors was going to help you get it off. >> What about Harry? >> Sorry, can we do this tomorrow? Just so beat from lizard ragly. >> As he dozes off, some tentacles tuck him in. Before MJ notices he was followed here. The hunters surround the house. She gets outside and Peter joins her. Except it isn't Peter. She calls out to him and he doesn't answer because he isn't the one driving. While he's asleep, the suit has taken over. It swings off just before Miles arrives. MJ tells him to go after Peter. While Miles swings after him, MJ fills him in on the truth she's learned. The suit is an alien called a symbiote. Miles finds him brawling with hunters. Peter doesn't respond to him and seems unable to differentiate between Miles and the bad guys. He begs Peter to talk to him, but he's completely unresponsive, like he's become a mindless beast. MJ catches up with them and decides to try a new approach. She asks Miles to seal her in the tunnel with him. Miles isn't sure it's the best idea, but he acquiesces. He kicks Peter in and MJ follows before Miles covers the entrance in debris, then continues brawling with those hunters outside. >> [snorts] >> In the tunnel, it's just MJ and Peter. Now, in the dark, she approaches the growling beast as it runs from her, like an animal scared of some approaching stranger. Some noise disables him. And as she approaches, the mask retracts to show Peter is asleep. While she tries to wake him, Miles holds his own outside until he doesn't. The hunters know his weakness. Innocent lives in danger, so they fake a crane accident. And when Spider-Man saves the construction worker, that worker reveals he's really one of the hunters before plunging a needle in Miles's back, knocking him unconscious. Next, Craraven orders them to open the tunnel. They start firing on it while MJ begs Peter to wake up. When she sees it's a lost cause, she opts for plan B. She tases him and that works kind of run. >> As his voice becomes alien, she listens to it. She runs and escapes the tunnel, leaving her boyfriend turned alien behind. She disappears into the night, and so does the alien, which disappoints Craven. But at least now he has the perfect bait. He knows that with the smaller Spider-Man kidnapped, the bigger one in the black suit will come looking for him. The next morning, Peter wakes up on a park bench, feeling quite well-rested. He finds voice messages from Harry on his phone. >> Pete, I really need that suit back. Dad's working on a new cure, but I don't know. Bring it back, please. >> I wonder if Harry really needs the suit. I mean, if I keep it, the city's a better place. Everyone benefits. EVERYBODY WINS WHEN SPIDER-MAN'S AT HIS BEST, RIGHT? >> And he finds something else. MJ's article was published on the Daily Bugle this morning. The headline, "What's up with Spider-Man?" It details the reckless property damage and violent outbursts dealt out lately by the veteran wall crawler. Peter is confused. Why would she publish that? He finds her with Harry in what feels like an impromptu intervention. >> Hey buddy, how you feeling? I need that suit [music] back. Pete. Um, what do you remember about last night? >> I just remember feeling tired. >> Wait, you're not yourself. That suit is changing you. This suit is the only reason I'm still alive. >> Yeah, it's pretty great, isn't it? Why don't you pop some more pills and say what you're really feeling? >> Hey, don't. >> I'm busting my ass out there trying to save you, and this is what I get. >> I said don't. >> I saw your story. >> I tried to tell you about that. >> Yeah, but you didn't, did you? >> I can't lose this job. >> Your job is to write the truth. >> I did. The truth is I'm the hero here, not you. >> Peter storms off and in the lab finds Norman at his wit's end. [screaming] >> [clears throat] >> Oh, how was your visit with Harry? >> Don't worry, Harry's [music] going to get better. Thank you. for being his friend. Watching you two grow up together. You're like a son to me. I am so proud of the man you've become. >> Thanks, Mr. Osborne. Uh, I I got to run. >> Peter swings off while Harry stews in envy and anger. He throws his cane against the window, shattering it. MJ is worried about him, but Harry doesn't need her worries. He needs the suit. He yells at her to leave. She does. >> I said to leave. >> While MJ and Harry could not reach Peter through the allure of that suit, he does soon get a wakeup call. At first, he ignores them, the calls from Rio, Miles's mother. But finally, he answers. She has not been able to get a hold of Miles. She doesn't know where he's gone. So, Peter drops by her office. >> I've been calling you for hours. Nothing. You know Miles has been hunting Lee. >> I'll find him. >> I'm calling the hospital. >> I said I'd find him. >> I've got this under control. >> All Miles talks about is how to be a better Spider-Man. That school, not his friends. How to help you. Go help him. >> Peter leaves in search of his lost protege. Meanwhile, that protege breaks out of his cell at Craraven's place. He makes his way through the heavily secured hideout and soon realizes he isn't escaping. It only appeared that way while Craven funneled him in a specific direction where a ceremony awaits. >> This is okay. >> He quietly walks past the chanting crowd. They part as do the big guards in front of the big door. Walking through it leads to an arena where he is waiting for Miles. The villain Craven kidnapped days ago. The one Miles has been searching for, Martin Lee. He greets Miles. >> There's no escape. >> I tried. >> Then Craven plays the MC for the bloodthirsty crowd. >> I expected you sooner. Where is the energy of youth? Huh? >> Fight to the death or die here together. >> So, how many people did you kill before I got here? >> I didn't have a choice. You always have a choice. >> Miles and Martin fight. All part of Craraven's plan to find the most formidable foe. Whoever survives these death matches will have proven themselves finally worthy of his final hunt. Miles and Martin trade blows and words as Miles recounts to him his many sins, the inner demons, Devil's Breath. Of course, he cannot mention the one that matters most because it give away his identity, Jefferson Davis, his father. Miles ignores Martin's assertions that he's changed. Time in prison has given him the chance to reflect on those sins. But still, he has no interest in dying today. >> You'll never defeat me. Spider-Man doesn't kill. You never fought this one. >> As Spider-Man overpowers him, Martin changes the rules of this fight. He brings Spider-Man into his negative zone to fight in a world of nightmares, fear, and doubt. Miles is taunted by them. images of Peter telling him he failed, that he tried his best to teach him, but Miles just isn't good enough. Watching his mind, Lee learns about him. This Spider-Man's name is Miles. Lee digs deeper. More fears and insecurities. He puts his family and friends in danger. Ganky, Haley. Soon they'll end up like Finn, dead. >> This ends when you want to. You're going to let me in eventually. And until then, struggle. >> Now he sees his mother. She can't do this anymore. She can't watch Miles get himself killed. She never should have encouraged him to play a hero. What a mistake. >> Ever done is make me more alone. Put me in more danger. >> No, I want to protect you. I will. >> Heard that before. >> I mean it. >> Not from you. >> On the day he died. Come. Your father told me just that morning everything he does. >> No, no, no, no, >> Miles. Please. >> Finally, he sees his dad. He calls his son a coward, a stain on their family. But Miles knows the truth. He isn't his dad and she isn't his mom. All of this is a lie. Courtesy of Mr. Negative. >> I'm not doing this anymore. You want to know who I am? I'm the kid whose dad you killed at city hall. >> What? >> He died because you decided your problems were more important than all of those people's lives. Jefferson Davis was a hero who saved people from you. >> He leaves Mr. Negative's nightmare world and returns to reality. Martin Lee falls to his knees and tells Miles to do it to kill him. But instead, Miles gets close. >> When you're out, I find Spider-Man. He throws Lee to the roof where he's able to escape while Miles is surrounded by hunters. Sure enough, soon Peter hears about a Martin Lee sighting near Feast in Chinatown. He heads that way while ignoring calls from Dr. Connors, warning him that they have to remove the symbiote. It has a hold on Peter's mind and will only get worse. Peter finds Lee looking at Feast, the legacy of the only good parts in him. He tells Peter he isn't looking for a fight. All he wants is to let him know where to find the other Spider-Man trapped in an old mansion east of the city. He saved me. Told me to find you. This was the only way I knew how. I owe him my life and much more. If we hurry. >> No. You've done enough. >> You should be proud of him. >> He reminds me of [music] you. Peter swings across the city in a rage. How dare Martin say something like that? He doesn't even know Spider-Man. And what good is Miles if he can't even stop a few hunters? Peter ignores calls from MJ. After all, she's against him, too. writing that article, questioning his methods while he's more effective than ever. And Craraven, he destroyed the Emily May Foundation. Without the income that would have brought him, Peter will lose Aunt May's house. What to do? The alien symbiote has a suggestion. >> Craven. Kill Draven. >> Peter reaches the mansion. He gets his hands on some hunters and demands to know where they're keeping the other Spider-Man. He gets an answer and heads that way into a trap. Craven catches him in a box that he's been told is unbreakable. But he believes with the right motivation, this Spider-Man can break out of it. He can become the monster Craven needs him to be. So Craraven shows him the other Spider-Man, the one in a cell, beaten to within an inch of his life. That does the trick. Tentacles fire out of Spider-Man from all directions and destroy that cell. Then a brawl. Craraven versus his most powerful opponent yet. Spider-Man and an alien symbiote joined as one. Though Craven makes it a more than fair fight when he reveals his secret weapon, a bell, despite the sound that hurts the symbiote, Spider-Man and the alien win. They prepare to give Craven what he wants, a glorious death, until Miles intervenes. He stops his mentor from making that mistake and doing something he can never take back. The alien does not appreciate that. He looks at Miles with angry eyes. >> Sorry about that. I just It's just me. >> The alien covers the place in black substance and attacks Miles. >> You're in the way, Miles. always. >> Miles tries to reason with him. He reminds Peter he's stronger than the suit. He can fight it. Peter tells him the suit makes him powerful enough to be the hero everyone needs. Miles tells him that kind of power is what keeps getting people killed. Miles fights the suit with those words. He fights it with a bell. And soon Peter fights it too. He tears at the symbiote, rips it off himself, and Miles captures it in a powerful canister. They get away from Craraven's mansion and finally Peter has a chance to speak as himself >> these last few days. Miles, I'm sorry. Thank you for everything. It's what Spider-Man do. >> What now? Peter will get the suit to Connor so he can destroy it. And as for Harry, they'll have to hope Norman finds another cure. one that doesn't involve aliens. Peter heads that way while Miles heads home to let his mom know he's alive. While Peter makes his way to Oscorp Tower, he calls MJ and makes the first of many apologies. At the lab, he finds an angry Harry Osborne, one who does not want to be sick anymore, and misses the strength he had wearing that suit, alien or not. They fight over the canister until the alien breaks out of it and retakes Harry, but this time he doesn't manifest as an offbrand Spider-Man. Instead, he becomes a beastial thing with sharp teeth and a long slithering tongue, an unstoppable thing that makes short work of all who stand between it and the exit. outside. Once he's through Oscorp security forces, he faces the hunters here again to bag the thing worthy of taking Craven's life. The thing that will spare him death in a hospital bed. Of course, they fail. None can stand against this monster. But that's okay. Craven can stage his final hunt right here in the heart of the city. And he gets exactly what he wanted. The perfect death drenched in fire and blood. Though the final moment might be a little different from what he and his ancestors pictured, namely an alien from outer space biting off his head. Thank you. Harry leaves the scene and visits his mother's tombstone. He talks to her and funny thing is she talks back a voice in his head. though. The other funny thing, her voice sometimes sounds like it, the symbiote. >> What did I just do? >> Don't be scared, honey. You finally have the power to do what we've always wanted. >> We're going to heal the world. >> How? Let me show you. He shows him a vision of black tendrils swallowing the city, then swallowing the world. >> We're going to heal. Everyone at the lab, Peter crawls out from debris and wonders how to find Harry. Then he remembers their RF enabled ID badges from the Emily May Foundation. If Harry still has his, Peter can track it. He pinpoints its location to an overpass. There he does not find Harry, but he does find something he left behind. Black tendrils and alien spawn. He's infected civilians with the symbiote, turning them into monsters like him. It takes some doing, but Spider-Man subdues them and separates them from their symbiote havves. But that was only three monsters. Who knows how many more Harry has made and will make. Peter contacts Miles, who has an idea. When he fought Peter in the suit, he learned the thing's weakness, unique frequencies of sound. And that happens to be Miles strong suit. It's what he studies, music tech. Uptown, Miles fends off some symbiotes while recording the right sounds to make the perfect audible weapon against them. By the time Peter catches up to him, that sound is ready. And it works, creating the perfect sonic blast to give the Spider-Man the edge they need. It's just in time because Miles gets a call from Genki and his mom. They're on the subway right now, but they've been stopped by Black Goo. Why is this happening? Peter has an idea. The alien is reshaping the Earth to be a new home for him. A sort of impromptu terraforming. When they catch a glimpse of Harry at the subway, Miles has more questions. Why does he look like that? Peter wasn't exactly himself, but he wasn't a monster like this either. Peter thinks it would have been him eventually had Miles not intervened. Harry takes off. They would go after him, but they've got to help Genki and Miles mother. They fight through the symbiotes and reach the trapped subway car by destroying the symbiotic nerve clusters around it. They destroy the nest and free the car. Rio is glad to see her son again. Spider-Man, >> you're okay. What happened? >> I took your advice. I let go of some things that didn't serve me. >> She and Genki get out, leaving the Spider-Man to their next task, finding Harry. While they search, Peter decides to check in with MJ, who is having her own sort of bad day. She wanted to climb the ladder at the Daily Bugle, and it seems like that might happen now. Except it's only thanks to the negative story she wrote about Spider-Man. >> I hate this. >> I love this. >> You do? >> You've hit the nail on the head. Finally, Top Story. Everybody's talking about it. This is editor material. >> Editor. >> Congratulations. Your first assignment. Write more juicy stuff by tomorrow morning. Drama, controversy, just like this. >> Like this. >> Get writing. >> MJ, >> I uh didn't get fired from the Bugle. In fact, I think I I got a promotion. >> Hey, that's what you wanted, right? >> Yeah, I I thought it was. >> Then that's great. Hey, listen. Something's gone wrong with Harry. >> What? What happened? >> Well, hang on. Someone's at the door. >> It's kind of hard to explain. Just promise me you'll stay away from him. Okay. >> That someone turns out to be Harry. Their video call stays live long enough for Peter to see the black tendrils grabbing MJ. Peter rushes over and finds Harry and MJ at the dinner table. Pete, you look tense. coffee. We need to talk. You must get tired making the world a better place every single day. But I can help. All you have to do is let me. This isn't you. >> Wrong. >> This is the real me. I finally have the power to realize our vision. Are you giving up on me? Harry, we need to get that thing off you. >> Do not call us a thing. Harry, we are not Harry. We are Venom tosses Spider-Man across the room and grabs MJ, turning her into a red symbiote named Scream. [groaning] >> You can't have her. >> Too late. >> They fight while the symbiote screams about the freedom she now has as an alien. No longer seeking Peter's validation. Finally, she's in control until Peter sets off a motorcycle alarm and treats it to some painful frequencies. >> What's happening to me? >> A temporary distraction. Seconds later, she's back to her powerful self, screaming some more. It's all about Peter. He can't keep a job. Can't pay the mortgage. All he cares about is Spider-Man. Spider-Man who fails the city daily. Spider-Man, who gives Peter the chance to live out his dreams, while hers is turned to dust. Peter tells her to ignore the voices. He knows what it's like, but those voices are not her. Yet, the voices hurt Peter regardless because maybe there is some truth in them. She hates what she writes for the Bugle. But she has to do it to pay the bills because Peter sure can't. >> I didn't realize, MJ, THAT YOU CAN QUIT. I CAN FIGURE SOMETHING OUT. >> I CAN'T trust you. I can only rely on. [groaning] >> NO, I'M SORRY, MJ. I WAS [screaming] WRONG. >> SOON, she gets her tendrils around Peter's throat. She squeezes. >> MJ, this isn't what you want. >> How do you know what we want? >> You're Mary J. Watson. You want the truth? Yes, I want the truth. >> While she's lucid for a moment, she makes noise. Peter does, too. Enough to hurt the symbiote. Enough to rip it off and free MJ. >> Are you Am I? I'm okay. I think I'm okay. >> You did it. Wait, not yet. >> Watson, where are you with my apple fritters? I'm starving and I >> Jonah, >> kiss my ass. I quit. >> What's up? [screaming] >> You're so cool. >> I thought I'd lost you. I think I've been lost for a while now. Not just to the symbiote. For months, I've been trying to be something I'm not. >> I'm glad you're back. >> Sorry. >> It wasn't you and I wasn't me earlier. Pete, I Pete, it was like some kind of hive mind in there. I saw you. And Harry, he was going after this rock. >> Miles is at city hall. >> Go. I love you. >> I love you. They kiss and Spider-Man swings off. He gets to city hall and sees what Miles was talking about. The place is covered in the black stuff and surrounded by symbiots with civilians trapped inside. They fight through, but some of these symbiots are big and something is wrong with Peter. Apparently, separating from a symbiote isn't that easy. There's still some of it left inside him. Him and Miles are overwhelmed by the monsters until an unexpected helping hand from Martin Lee, someone whose mastery of negative energy gives him the power to interact with and affect people's minds directly. He can rid Peter of the residual symbiote by going after it at the source. Miles insists on joining him. So, Martin grabs him and together they go into the mind of Peter Parker and they head to where it's darkest. his fears, enemies of the past. He puts them away, but they just keep coming back, causing more pain. They see the symbiote wiping them all out lethally. Peter knows it's wrong, but the temptation is there. Or at least was there when the symbiote was in charge. They find Aunt May's house. They hear her voice, the voice of a ghost. A ghost because Martin Lee got her killed with his devil's breath. >> Lee, why did you do it? What did you want? >> Revenge. >> Norman Osborne's the reason my parents are dead. So, I dedicated my life to making his sorry, Miles. >> In Peter's memory of Feast, they find the source. Together, they attempt to destroy it. Lee's negative energy, Miles bio electricity, but it's no use. One more idea. >> There has to be another way. Maybe. Maybe >> we have one more option. If I can transfer all of my power into the symbiote, I think I can neutralize it and free Peter. What'll happen to you? I guess we'll find out. Well, if this is my last chance to say anything to you, I won't forgive you. It's just not in me. But I can't carry this hate for you anymore, man. So, let's set things right, you and me. >> They shake hands. Then Lee turns to the source and does it. That leads to another memory. Peter sobbing over his Aunt May's body. >> This is all my fault. I'm sorry. I'm sorry. [laughter] Miles puts a hand on his friend's shoulder and suddenly they're back outside of his mind. Lee tells Miles it worked. The cost? Lee's negative powers are gone because now they're in Peter. He wakes up reinvigorated as his suit turns white and black. The antivenenom suit. Lee's power did not get rid of the symbiote in Peter's system. Instead, it purified it. Peter tells Miles and Lee to go and leave this to him. With his new anti-venenom powers, he handles the symbiote army with ease, stopping and freeing the civilians trapped in city hall. And afterward, a talk with Lee. >> Guess I should thank you. >> I spent years of my life consumed with vengeance. Lost everything for it. You two reminded me that that's not who I am. When you help someone, you help everyone. Where are you going to go to set things right? >> Your way. >> Wow. reforming your greatest enemy. Can't say I've ever done that. Maybe MJ was right. Why would the city need me when it has you? I don't know. This city still looks like a two Spider-Man job to me. Let's get out of here. As Lee turns himself into the police, the two Spider-Man swing off. Peter calls MJ with the news. How Miles saved his life. How he still has symbiote in him, but neutralized by the gifted powers of Mr. Negative. She has news, too. >> And Pete, just wanted to let you know I got my by line pulled off that article and gave my landlord notice. >> Does that mean? It means the world is going to get turned into an alien wasteland. There's no one I'd rather be gooed up with than you. >> A the feeling's mutual. >> Keep an eye out for Harry. I'll let you know if I hear anything. >> Soon enough, Peter gets word about Harry. Connors calls. He's at the lab. >> Dr. Connors. Hello. You're in my lab. >> Got to call Miles and get over there quick. Peter calls Miles and rushes to the lab at Oscorp, where he finds Venom collecting Connor's fragment of the meteorite which brought the symbiote to Earth. What is he going to do with it? Connors isn't sure, but before Spider-Man goes after him, the doctor warns. >> You need to know Harry's gone. Host and symbiote are perfectly fused. >> I'll find a way to save him. >> You can't. But you can still stop the symbiote. >> How? >> By killing the host. >> Norman pleads with Spider-Man. >> Please save my boy. >> With another impossible choice on his shoulders, Spider-Man swings off into a city swarming with the tendrils, looking more and more like an alien world. Years ago, the meteorite that fell to Earth was studied by Connors, broken apart with a particle accelerator. Now, Venom has put it back together, and that seems to have given him the power he needs to begin the process of healing the world by taking it over. In the city, swarming with nests and monsters, Peter and Miles find each other, and the protege gives his mentor a needed pep talk. >> What happened, man? Harry got the meteorite. I uh I couldn't stop him. Connor said we can't save him, so we have I can't lose him, Miles. I can't do this again. I saw Mate when I was in your head. It's not your fault, Pete. She wanted to save you. To save all of us. She never thought about herself, even when she was struggling to breathe. If May, my dad, if they were here, they would want us to stop thinking about them. They'd want us to help people, to fight. Harry's still in there and we're going to fight like hell to get him back here. Call the play coach. Let's split up. Cover more ground. You find the meteorite, I'll clear that nest out. >> You got it, Spider-Man. >> Now they execute. Miles works on clearing a nest, which means a physical battle and a mental one because the symbiote hive mind has become more powerful. It's inviting them in. >> What the hell? Where am I? >> You are home. [groaning] Finally, you are where you belong. >> Is this what happens when people turn into symbiot? >> You are safe here. Everyone you love is safe here. >> The voice tells him to stay here where they can all be together. Him, Peter, everyone, including Haley. Miles cannot let them take her. And he saw something else in the hive mind. The meteorite is under the Harlem subway station next to the bridge. He gives Peter the location, but asks him to promise he'll wait. Do not go after it alone. Miles will join him. He just needs to save Haley first. I'm serious, Pete. Just give me 10 minutes. You cannot do this alone. >> But Peter can't take that chance. Even if it puts himself at great risk, there's too much at stake to wait another 10 minutes. He gets to the subway station and fights a swarm of symbiotes while calling out to his friend. >> HARRY, [screaming] I know you're here. >> Yes, I'm here, buddy. >> I know. JUST HANG ON. I'm coming. Once the path is cleared, Peter prepares to enter the subway tunnel while Miles finds Haley fending off a symbiote with spray paint before Miles wallops it. Then she wonders, "Why is he here? He needs to be out there fighting." And Miles sees a group of people nearby, the ones Haley has been helping herself, offering shelter. Miles is impressed with her as always. >> You're incredible. I like you so much and I think you like me. Do you want to go out on a date? >> She plays Koi but basically says yes. Now back to saving the world. Miles calls Peter who is already in the tunnel. He crawls through the black goo calling out to his friend telling him how sorry he is and how he doesn't believe Connor is that it's too late. He believes Harry is still in there. He fights through more symbiotes and finally reaches Venom. >> Thanks for coming, Pete. >> We ought to show you something. >> He throws Peter to the ground and uses his sticky tendrils to show him a vision of the healed world of symbiosis. They just need Peter on their side. Miles finally arrives and fights off Venom. They escape and rendevous at Aunt May's house with MJ. While Venom was interfacing with him in the hive mind, Peter saw what Venom has done with the meteorite. It's in the Central Park reservoir. The water system >> pumping goo everywhere, adding more and more people to the hive mind. If all those symbiots get out of Manhattan, >> goodbye Earth. Hello, Planet Goo. The meteorite is the source of all the power, right? Creating goo, creating symbiots. But it was useless until Harry repaired it. >> Yeah. And that particle accelerator is what damaged it in the first place, >> cut off a piece at low power, >> right? So what if we crank the power up like way past 11? >> Might destroy it and free everyone connected to the hive mind >> theoretically. >> But that reservoir's got to be mobbed with symbiot. And you know Harry's not going to let that rock out of his sight unless he sees something he wants more. me just, you know, for illustrative purposes. Harry's still Harry. He thinks he's healing the world, but the dream isn't complete without >> his best friend beside him. >> I can lead Harry away from the meteorite, and I can handle the symbiot. >> While I grab the space rock for illustrative purposes. >> All right, fire up the accelerator. No more hive mind. World saved. We all get euros. Theoretically, >> Pete, what Connor said about Harry being too far gone? >> If you can't save him, are you >> We'll come to that. You two will be able to destroy the rock in time. Let's heal the world. >> For real this time. They get to the reservoir. Peter thanks Miles and MJ for all their help before they get to work. Peter walks toward the reservoir and calls out to his friend. Peter agrees to join him. Harry will just have to catch him first. He takes Harry on a wild goose chase, leaving the reservoir unattended other than his symbiote army. Miles keeps them busy while MJ heads inside to find that rock. Armed with a sonic gun, courtesy of her spider pals. She makes her way through the cavern of goo and finds the glowing meteorite. Using the sonic gun, she frees it from the tendrils, then finds Miles and they get out together. And together, they head for the lab. Meanwhile, Spider-Man and Venom continue their chase until the symbiote tackles Peter into their old high school. >> This is where we became best friends. >> Yeah. It is. >> And now it's where we become brothers. >> He spreads his tendrils to break the gymnasium out of the building and lift it up to swallow Peter in the goo and turn him into another symbiote. Of course, Peter fights back, and he's got the edge, sounds, and an antivenenom suit. They fight while Peter reminds Harry of their shared memories, hoping his friend is still in there somewhere. None of it works. And soon enough, Venom gets his hands on Peter and starts to assimilate him until he realizes the meteorite has been taken. At that, he sprouts wings and flies back toward Manhattan. Miles and MJ get to the foundation just as the flying Venom arrives with Peter in his clutches. With Peter weakened by the fight, Miles takes a turn with Venom. He buries him in rubble and gets to MJ, helping Peter to safety. Once they're out of harm's way and Venom unburies himself, Miles gets back to the fight. While he busies the monster, MJ puts the rock in the particle accelerator. Miles keeps fighting while Venom assures that Peter does not need him or MJ. All he needs is Venom. Miles tells him he's wrong about that and wrong about more, too. Harry is being used by the symbiote. It doesn't care about him. He needs to fight it. When it looks like Venom will overpower Miles, MJ and a recovered Peter return for the assist. She tosses Miles a sonic bomb and he throws it into the alien's mouth. For a moment, it frees Harry and Peter calls out to him. >> Harry, >> but it's quickly back to Venom. He grows back his wings and flies off with the meteorite. But Peter's got his webs on him. He joins him in flight. He pummels him until he listens. >> Give me back, my friend. >> We are your friend. >> Peter blasts him with antivenenom and the symbiote starts to fade again. Back to Harry. The wings fade and they fall. Pete, >> what's happening? Just hang on, buddy. >> Please. No. Leave him alone. >> And Venom returns. So does Miles. The two Spider-Man get the meteorite out of his hands and beat him. Miles throws the rock in the accelerator and lends his bioelectric power to the machine. All while Peter keeps Venom busy and keeps begging Harry to return to him. [groaning] >> Fight Harry. FIGHT. >> I can't. I'm done. You have to. You have to kill us. >> Venom rushes for the lab. Spider-Man holds on to him with white antivenenom tendrils while begging his friend to fight a little longer. He rips his friend free one more time. >> I'm done. Either way, Pete, >> we still have time. >> No, we don't. >> It'll kill them and then it'll kill you. Let's heal the world deep together. >> Venom returns. He goes for the rock and reaches his tendrils into the particle accelerator. Another tug-of-war match between Venom and Miles. One. Miles wins with help from MJ and her sonic gun. They put the rock in the accelerator and finally activate the machine. While Harry in a final moment of lucidity begs Peter to do it, to kill the symbiote by killing the host. >> Now, Peter [screaming] does it. An energy blast powerful enough to extinguish Harry's life and with it the symbiotes. and they destroy the meteorite, freeing the city and its citizens in an instant. It should be a victorious moment, but to Peter, Harry's body on the ground is just one more reason to grieve and one more death on his hands. >> I'm sorry. I'm sorry. >> [screaming] >> Miles looks at his own hands, the ones that can make electric shocks. He places one to Harry's chest and starts his heart again. His eyes close again, but Harry is still barely alive. To keep it that way, they rush him to the hospital. Norman sees his boy barely alive, then turns to the two spider men who brought him. >> Harry, >> Pulse is weak. We got to move. >> What have you done? >> WHAT HAVE YOU DONE TO HIM? I'm >> so sorry. >> I'm coming with you. Wait. >> Norman gets in the ambulance with his son, and as they head off, Peter is comforted by MJ and Miles. In the days that follow, Harry gets the best treatment possible, but the doctor is honest with Norman. There are traces of brain activity, but his chances of ever waking up again are slim. Peter and MJ quietly leave as he attacks the room with Harry's cane. Why? [screaming] >> But he has not given up. He makes a call to one of his scientists and tells them to get the G serum ready. MJ starts a new job working for herself, her own independent podcast. >> The city needs to heal. We're all ready to return to normal. But what is normal? What if it no longer exists? Over the last half hour, I've talked about how these events have changed me. But what about you? In this ongoing series, I will be talking with people throughout the city, exploring our new behaviors, new routines, new thoughts and feelings. I hope you'll join me on this journey. This has been Mary Jane Watson [music] and you're listening to the new normal. >> Peter has started a new endeavor, too, or dusted off an old one. the Emily May Foundation. But this time, no fancy lab backed by a rich ex mayor. This one he's starting out of a garage. The one that used to be Aunt Mays and now belongs to Peter and MJ. And there's something he wants to discuss with Miles. >> I've been meaning to talk to you uh about something. Uh I mean, I have been talking to you there all the time. It's it's great uh to talk. So many good talks. I just haven't been talking to you about what I should have been talking to you. Pete, wait. Uh let me start again. I got this. All of it. Go be Peter Parker for a while. Are you Are you sure it's it's a big city? I can handle it. As long as I can still call you for advice. You don't need it. Maybe not now, but there'll come a time. I'm here for you always. Hey, bro. see him. >> Miles swings off as New York City's only Spider-Man, for now, at least. Finally, Peter and MJ kiss without worrying about a villain or citywide disaster interrupting them. But something is always brewing. While they get to their new normal, Norman pays Otto Octavius a visit at the raft. >> What do you want? The Spider-Man. You know who they are, don't you? >> Why they ruined my son? Good. We all have to experience loss. Even you, Norman. >> What are you writing? The final chapter. >> Miles finishes his essay. Things are going well with him and Haley. They have their first kiss just before meeting Rio's boyfriend, Albert, and his daughter, Cindy, someone who in other [music] worlds is already a webslinger herself. One who goes by Silk. And that's where the story ends for now, but Wolverine is on the way and Insomniac has confirmed it's part of the same continuity. So stay tuned for updates to this recap. With that, thank you for watching and see you on the next One Take.