(LAUGHING) Yeah! It was Loki doing a body swap whammie-jammie! And the Avengers didn't know it wasn't me! (LAUGHS) All your adventures It sounds amazing. But being a superhero, I mean, as fun as it is, it comes with some drawbacks, right? Sure. The biggest one, keeping secrets from loved ones. Mary Jane Watson. She's been one of my best friends since we were little. And now she finally knows I'm Spider-Man. You have no idea what a relief it is to be able to talk to her like this. It must take so much out of your life. Don't you sometimes wish you could just be a normal person? I don't really think about it that way. I've got these powers now, and it's my responsibility to use them to help people. Pete, have you ever thought how random it was that you got bitten by that radioactive spider? I mean, I was right next to you on that field trip. It could just as easily have been me. Now there's a crazy thought. Mary Jane Watson is the Ultimate Spider-Woman! (NERVOUS CHUCKLE) I know! Crazy, right? (GASPS) (MAN GRUNTS) Stay here. I'll check it out. It's probably just (GRUNTS) Spider-Man? (GRUNTS) Peter, if you're here, who's that? Uh, Nova? Is that you in there? Another one of your so-called "pranks"? (GRUNTS) It's not coming off! It's like it's His actual face? - (GRUNTS) - Whoa there, buddy. Not so tight! (SCREAMING) Peter! What is it doing? (GRUNTS) Can't break free! (GRUNTS) (GASPING) Where did you learn to kick that hard? Adrenaline, I guess. You all right? I don't know. It's weird, but it felt like he stole some of my "Me. " Let's get you to Dr. Connors. No, I'm feeling better. Well, at least better enough to finish this poser! (GRUNTS) Who are you? Who are you? Cut out the imitation game, Spider-sham. I don't need you to feed my ego. Need. Okay. Yes. Let's establish a line of dialogue here. What do you need? I can try to help. Need to feed! (GRUNTING) Sorry, pal, not on the menu. (GRUNTING) (SCREAMS) Spider-Man! (GRUNTS) (GASPS) So hungry! (SCREAMS) Yah! - You okay? - I'm fine. But ow! I know, right? I thought that thing just wanted me. Not getting away that easy. MJ, get to safety. Hey! No hitchhikers. No way. You're not leaving this reporter behind. This could be the story of the century. MJ, after everything that happened when Carnage took over the city, and that evil symbiote bonded to you, I I just can't risk losing you. Come on, tiger. You couldn't lose me if you tried. I'm serious. My friend Ben, (WEBS WHOOSHING) the Scarlet Spider, was destroyed saving the city. I can't go through that again. Pete, I'm sorry that happened. But that's not me. I've gotta see this through. Hey! He's down that alley! - Whoa! - SPIDER-MAN: It's a dead-end. Clearly, he didn't absorb my intelligence. Where is he? Maybe he's smarter than you think. No way he could have escaped without us seeing him. Could he be invisible? Even if he was cloaked, it wouldn't fool my Spidey sense. You sure? You didn't sense it about to attack you in the park. Hmm. Point taken. Maybe 'cause it's trying to be a duplicate of me, I couldn't sense it. You're good, you know that? Of course I know that. I also know that's probably not another brick in the wall. When did you get so quippy? Wait! Don't do anything! Okay, this just got serious. For your own safety, I cannot let you follow me down into that. No problem, since you're following me. (GROANS) Hello? Not-so-friendly neighborhood Spider-leech? And you say I'm quippy. It's a coping mechanism. You wouldn't understand, 'cause apparently nothing ever scares you. (GASPS) Sweet! Is this, like, some super-villain lair? More like a lab. And it looks like we missed a pretty good fight. Every single one of these was hit. Like someone was searching for something. (COMPUTERS WHIRRING) (WHIRRING CONTINUES) That looks like DNA. Right? Well, the structure's the same but the molecules are totally different. Some kind of synthetic design that can mimic real DNA. Another one of Hydra's synthezoids? That explains why our friend was such a great conversationalist. Here we go. "Project Kaine. " It's an attempt to synthesize Spider DNA on a large scale. An army of mass-produced Spider villains? I'd hate to meet them in a dark lab. Spidey Oh, this "no Spider sense" thing is the worst! SYNTHEZOID: Kaine. ALL SYNTHEZOIDS: Kaine. We are Kaine! Kaine is so hungry. (CHUCKLES) Yo, Kaine. I have to tell you, your buddies are a little creepy. Kaine is like Spider. SYNTHEZOIDS: Kaine is like Spider. You know, I never understood the whole "too-much-of-a-good-thing" thing, until now. Uh, I thought "I'm my own worst enemy" was just a figure of speech. Kaine need to feed! SYNTHEZOIDS: Feed! Do I really sound like that? So nasally? Oh, well, let's do this! Feed on some gigawatts! (GRUNTS) Watch out, MJ! Take cover! (GRUNTING) (GRUNTS) Get out of the way. I can help. This'll take more than just a lucky kick. Tell me about it. Huh? Whoa! MJ? (GRUNTS) Carnage! The symbiote that infected you when it was attacking New York? It's still bonded to you! MARY JANE: You're a quick one. Mary Jane, you're becoming the Carnage Queen again. Fight it! Fight it? Now, where's the fun in that, when I can embrace it? Face it, tiger. You just met the Ultimate Spider-Woman. What just happened? Th-The what-imate what-a-what? Whoa! (GRUNTING) When were you going to tell me about this? Asks the guy who was secretly Spider-Man for years! (GRUNTS) - Okay, good point. But not the point. - (SNAPS FINGERS) I was waiting for the right moment to tell you. After I was freed from the Carnage Queen, I discovered some of the symbiote was still bonded to me. That thing's dangerous. You should have gotten help. I did. I went straight to Dr. Connors. He's been working with me, monitoring my progress daily. It took Agent Venom a lot of training to control his symbiote. Agent Venom? Face it. I'm stronger, faster, and sharper. (GRUNTING) (GRUNTING) SPIDER-WOMAN: Besides, if I had told you, what would you have done? Brought you into the Web Warriors. You're one of us now. Exactly. You would have made me join your team. But I'm not even sure I want to be a superhero. Huh? What's better than being a superhero? College, travel, journalism I have plans for my life, and they don't involve getting punched by bad guys in alleyways! (GRUNTS) Being a hero isn't always a choice. My Uncle Ben used to say, "With great power comes great responsibility. " SPIDER-WOMAN: I have a lot of responsibilities, Spidey. I'm responsible for myself. (GRUNTS) For my family. You don't seem to understand that running around with a troop of superheroes isn't the only great responsibility in the world. (CRASHING) If we're already in the secret lab, I guess that's the double-extra super-duper secret lab. Whoa. What are those? Oh, come on! Only one person builds mechanical tentacles Dr. Octopus. Unless Aunt May's been secretly fighting crime as the Amazing Squid-Lady. And after today, anything's possible. (GROANS) Those things really pack a kick. Spidey, you're hurt. We've got to get you back to the Triskelion. I'm fine. Keeping secrets and overprotective? Now I know what it's like to have me for a friend. Need to feed! Oh, this guy again. Don't you ever quit? Sit this one out. I got it. (GRUNTS) (GRUNTING) Kaine need to feed! This Kaine is different than the others. Like it's learning or something. The leader, maybe? We saw it imprint the rest. (GRUNTING) Huh? (YELLS) (STRAINING) (SCREAMING) Hands off! Huh. Literally. Ugh! That totally isn't creepy. (GRUNTS) (BOTH SCREAMING) Kaine feed! SPIDER-WOMAN: What do we do? - I can't move! - Feed. (GRUNTS) Get into some trouble, punks? Scarlet Spider? Alive? You're alive! Don't remind me. Wait. That's the guy you told me about? He's a lot less I don't know Dead, than you described. Scarlet was a trusted member of the Web Warriors. He was my friend. (GRUNTS) But he was really a spy for Doc Ock. He betrayed me and the team. Even told Ock my real name. Ock used me, like I was another one of his blasted Octobots. I can't let him get away with that. If Scarlet did all that, why aren't we taking him down right now? Because in the end, he did the right thing. He stopped Ock, and crashed the flying Hydra Island base into the bay. You saved New York. We searched for you for days. I didn't want to be found. (GRUNTS) Watch it with the flying debris there, buddy. I don't know who you think you Hey! Neither do I. Ock wiped all my memories when he gave me powers. He told me I was the first Spider, an early experiment. "Early experiment"? Maybe you won him first place in the little super-villain science fair. This is no joke, punk. Ock messed with my head. Used me to hurt those I cared about. I can't let that stand. "Those you cared about. " That's the nicest thing I've ever heard you say. I'm getting the warm fuzzies here. Okay. If we want data, maybe we should try using computers instead of bashing them. Why come here, Scarlet? What are you looking for? Revenge. He wants to find Doc Ock. And end him, once and for all. But Ock moved his lab. I found a couple of Hydra lackeys, and convinced them to tell me where. - That led you here. - But I was attacked by that synthezoid. An old experiment to mimic your powers. Must have been left here as a security system. Yeah, we met him. But why didn't you tell us you were alive? I almost destroyed S. H. I. E. L. D. and Aunt May. Not proud of that. What would you all have done if I came back? Lock me up? No. We would have brought you back home. I can't believe you wouldn't tell me you were alive. Everyone seems to be keeping secrets. Good thing you have a reporter around, Spidey. And what do you want to do, show Ock your press pass? My job is hunting through facts, accessing files, information, locations Like this. (WHIRRING) Did someone say "press pass"? Ock's been here, all right. Recently. (SIGHS) He's close. Finally, revenge on that eight-limbed freak. (SCOFFS) There are more important things than revenge. Nothing else is coming to mind. SPIDER-MAN: How about the truth? Why did Ock give you those powers? Who were you before? A hundred questions that need answers. Here's one. Who cares? You should. Getting your life back is worth more than vengeance. What if you have a family, people who miss you? Last time I had a family, I almost destroyed them. Won't be making that mistake again. DOC OCK: Must be here. It must be. Unless (GASPS) He didn't. He wouldn't! Huh? Ah, you're early. I thought those prototype synthezoids I released would have kept you busy a bit longer. They're done, Ock, and so are you! Scarlet, wait! (LAUGHING) Yes, Scarlet, wait until I do this! What now? - More lame Spider-Man copies? - Hey now! I think you'll have more fun with these, Scarlet Spider. I had plenty of your DNA on hand. Get back, punks. SYNTHEZOIDS: Get back, punks. Well, if they don't slice us, they can always annoy us into submission. (GRUNTING) Have I mentioned you two would be great on the Web Warriors team? BOTH: Give it a rest. (BEEPING) All my data. All of it, taken! Blast you, Zola! (GRUNTS) (GROANS) It's over, Ock. Unless you're planning to unleash a bunch of synth-Novas. - 'Cause that would be really be annoy - (GRUNTS) Finally, revenge. (GASPS) Wait! He's right, Scarlet. You waited this long. Get the truth. Get the answers. (CHUCKLING) Talk, while you still can. You were supposed to be Hydra's first attempt to create an arachnid-powered soldier, Scarlet. But they kept failing. Arnim Zola had no choice but to partner with me. So you helped him? "Helped"? I revitalized Zola's crude approach with my elegant biological research. Zola may have started you, but I perfected you. You are my masterpiece. Oh, he's a piece of work, all right. Get to the point, Ock, before Scarlet does. The point is simple. You, Scarlet, have a past. A unique and fascinating past. And knowing it will change everything about who you are. (GRUNTS) Then tell me! Tell me who I was! Who I am! Alas, you wouldn't believe me if I did. But proof of your origin, everything that you seek, is on Hydra Island. So it's gone. Hydra Island sunk to the bottom of the sea. It's destroyed. (LAUGHING) The island yet lives, as does Zola himself. It's he who holds the key to your past, Scarlet. I came here to find my lost research, only to discover that, like your own life, Arnim Zola stole it. He's down there, Scarlet, and so are the answers to who you really are. You're lying. Am I? Or are you about to destroy the only person who can lead you to the truth? (GRUNTS) You're taking me there. Now! Scarlet, I can't let you do that! You're the one who said the truth is more important than revenge. Taking a super-villain to a sunken evil fortress of destruction is not what I meant. Tough luck, punk. This is my journey, not yours. (GRUNTS) Scarlet, wait! (GRUNTS) (MECHANICAL HUMMING) I don't want to mess with your life's plan, but I have to stop them. Ock always has an ulterior motive. If he gains access to his research and Hydra's technology, there'll be nothing to stop him. Yeah, well, "With great power comes great responsibility," right? Now go. I'll get the rest of our team. Ha! You said "our team. " That mean you're joining up? Ask me after we stop Ock. - Ow! Spikey. - Sorry! Sorry! But you don't have a submarine. Don't worry. I'll hitch a ride with them. (BEEPS) Whatever you have planned, Ock, I'll be there.