1. - Gwen kisses me, and
I— I just stand there?
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2. What's with that?
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3. I mean, I—I battle
superbads daily,
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4. but I can't handle
a little kiss?
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5. Even Black Cat didn't
induce paralysis.
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6. Does that mean that
Gwen's the one?
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7. I— I know Venom
thought so, but—
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8. - (HOARSELY) Miss us?
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9. - Venom?
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10. But I— I—
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11. - C'mon, bro.
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12. Join us.
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13. - You know you want to.
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14. - No.
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15. (SCREAMING) No!
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16. Living on the edge,
Spidey climbs, spinning webs.
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17. Swinging from the highest ledge,
he can leap above our head.
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18. Villains on the rise, and
the city's victimised,
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19. looking up with no surprise,
arriving in the speed of time.
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20. Spectacular,
spectacular Spider-Man.
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21. Spectacular,
spectacular Spider-Man.
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22. Spectacular, spectacular,
spectacular Spider-Man.
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23. Spectacular,
spectacular Spider-Man.
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24. - So it was only a nightmare.
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25. Still, it looks
like Eddie grabbed
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26. everything but his
roommate and bailed.
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27. So, bro, where are you?
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28. - Oh, Perfect.
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29. These long Johns keep
the knees from knocking,
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30. but they also make me look like
the spectacular Spider-Mush.
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31. That's what I get for designing
my Spidey suit in the spring.
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32. Fun in the sun, not
so much in the snow.
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33. Now I'll have to
buy a pair of those
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34. expensive skin-tight thermals.
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35. Add that to my to-do list.
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36. So that's one, talk to Gwen.
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37. Two, find Eddie.
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38. Three, write Harry.
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39. Four, buy thermals.
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40. Oh, and five.
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41. Take care of Aunt May.
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42. Aunt May, you're supposed
to be recuperating
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43. from a heart attack.
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44. I can still make pancakes.
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45. - No, no, no.
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46. I will do the cooking.
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47. Whoops.
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48. - Peter, I'm not sure my heart
can take watching you cook.
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49. OK, number one.
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50. Talk to Gwen.
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51. - He's just a little confused.
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52. - Um, hi.
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53. - Hi.
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54. - Oh, class.
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55. - Yeah.
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56. - You know when you put your
tongue on the side of the ship
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57. and it sticks there?
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58. I hate when I do that.
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59. Just sayin'.
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60. - Hey, Stan!
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61. Call ESU.
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62. Let them know the hardware for
the new computer department
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63. arrived.
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64. - Behold!
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65. I am Mysterio, here
to save the world
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66. from the evils of technology
corrupting the human spirit.
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67. - Are we being punked?
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68. I hate that.
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69. - Silence, fool!
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70. These hands possess all the
powers of the arcane arts.
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71. Dormite!
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72. - Ha!
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73. Such weak wills.
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74. Your dependency on machines
has ravaged your spirits.
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75. But I can save you!
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76. Behold!
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77. Denique dietum
effiicatiem inferni!
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78. The final will
cover the interactions
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79. of various biological systems.
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80. And be prepared to
define the terms
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81. we've learned this semester.
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82. For example, survival of the
fittest, natural selection—
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83. - All right, more
review tomorrow.
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84. But start studying tonight!
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85. This is ridiculous.
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86. Just talk to her.
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87. - Petey!
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88. This biology final's
gonna destroy my GPA.
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89. I'll never pass unless
you tutor me again.
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90. Please?
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91. - Uh, sure.
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92. - Petey, you rock.
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93. - Behold!
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94. Another purveyor of
the poisons of progress
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95. that banish the old
arts from this world.
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96. - Hey, how 'bout we banish you?
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97. Gradior elvum ipsum
eptium vivarae!
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98. - Wow, nice trick, bubble brain.
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99. And I bet the cheesy
magician act really
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100. goes over big with the tourists.
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101. - You dare call
Mysterio a magician?
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102. Fool!
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103. Mysterio is no illusionist
playing parlour tricks.
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104. Mysterio is the master
of the arcane arts!
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105. - Well, seems to me Mysterio
is the master of talking
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106. about himself in
the third person.
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107. - We shall see.
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108. Dormi!
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109. - Your will is
strong, Spider-Man.
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110. Should you turn your
mind to the spiritual,
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111. you might one day
make a formidable foe.
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112. But not today.
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113. Fulve dominitae!
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114. - You have one chance to
abandon your hateful cargo.
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115. - I'm thinking it's safer inside.
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116. - We'll make a believer
out of you yet.
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117. Tibi grazius algemus
cordni quilfumus!
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118. - No!
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119. Cold,
cold cold cold cold cold.
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120. OK, that woke me up.
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121. - Photo by Peter Parker.
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122. Huh, very nice.
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123. And just one of
your many talents.
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124. I wish another talent
was keeping warm.
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125. - Maybe I can help.
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126. Least I can do have
after all the tutelage.
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127. Authorities recovered
the armoured car,
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128. but the cargo was
washed out to sea.
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129. The— the Bugle blames the
whole mess on the web head.
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130. But how's Spiderman supposed
to battle a real life sorcerer?
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131. Oh, oh, wait.
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132. That's, um, sub-phylum
chelicerata.
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133. - Oh, uh, right.
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134. Thanks.
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135. And don't worry about Spiderman.
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136. My dad books magicians at
his hotels all the time.
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137. He used to take my
brother and I backstage
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138. to see how the tricks were done.
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139. It's all about misdirection.
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140. You wind up paying attention
to one thing, when you should
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141. be paying attention to another.
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142. - So spill, girlfriend.
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143. What happened?
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144. - Uh, happened?
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145. - Please.
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146. You can't take your eyes off
him, but you two don't talk.
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147. - (WHISPERED) I kissed him.
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148. That's great.
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149. What did he—
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150. - I didn't know.
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151. He ran away, and he hasn't
said a word to me since.
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152. - Miles, I can't tell you how
pleased we are that Norman
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153. convinced you to join us at ESU.
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154. I'm truly looking forward
to working with you again.
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155. - Thanks Curt.
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156. Feeling's mutual.
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157. - Well, I'm just glad my
hot-shot little brother's
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158. back in New York.
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159. Mother'll be thrilled, too.
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160. - So, Dr. Warren, what changes
can we expect at the lab?
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161. - Miles's past
successes have already
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162. attracted much needed
grants, as well
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163. as lucrative private funding.
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164. In fact, with this
new capital, I
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165. was hoping to rehire our
lab assistant, Eddie Brock.
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166. But I've been
unable to reach him.
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167. - I'm bringing in my own person.
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168. And I'm happy to share.
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169. Plus, you have your
student interns.
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170. How's Gwen working out?
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171. - Oh, wonderfully.
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172. Wish we had more like her.
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173. - Well there is Peter Parker.
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174. - Oh,
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175. We had trust issues with Peter.
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176. - I realise you dismissed
him, but he's still
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177. the brightest student I have.
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178. - I know Peter, a
friend of my son's.
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179. I've always found
him very impressive.
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180. - All I care about
is having the best
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181. available minds at our disposal.
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182. - Everyone deserves
a second chance.
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183. Fine.
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184. Peter's reinstated.
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185. Wonderful.
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186. Here's to continued—
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187. - Oscorp business.
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188. - Mr. Osborn's on his way.
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189. - Dormi!
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190. - I summon the dark forces!
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191. Show us your master plan
for this sullied world.
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192. - Gradior elvem ipsum
eptium vivarae!
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193. Fools!
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194. Your technology cannot
harm the serpents of Elvem!
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195. But don't touch
their poisonous skin.
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196. Don't mind me.
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197. Just had to get in
out of the cold.
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198. - Dor—
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199. - Gesundheit.
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200. So, what'd I miss?
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201. Besides getting tagged by one
of your will-weakening spells.
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202. - Nothing.
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203. I've saved the best for last.
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204. And for you.
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205. Nulae satisfactionus
portirae nonpostum!
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206. - Hey!
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207. I'm cold enough!
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208. I don't need ventilation.
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209. - Denique dietem
efficatium inferni!
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210. Oh, come on!
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211. - What do you know?
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212. Guess Mysterio isn't quite the
technophobe he claims to be.
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213. - And Spidey strikes
out the side!
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214. Now to eject their manager.
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215. Oh no you
don't, girlfriend!
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216. - My work here is done.
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217. Farewell, Spider-Man!
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218. Tibi grazius algemus
cordni quilfumus!
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219. Bye-bye.
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220. - You couldn't let go first?
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221. If I'm wrong about this, at
least I'll finally be warm.
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222. - And for my next trick—
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223. - A prop house.
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224. Liz was right.
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225. Old Mystie's nothing
but smoke and mirrors.
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226. Misdirection.
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227. Now for the man
behind the curtain.
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228. - Fulvivae veritae!
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229. - Fulvivae verit—
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230. - Oh, enough with the Latin.
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231. I know it's an act.
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232. - Ah, but it's such a good act.
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233. And Latin adds just the
right Mysterioso touch.
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234. For example, in toto uncto es!
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235. You're in for a world of hurt!
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236. - Another illusion,
projected on mist.
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237. - You're catching on.
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238. But what is illusion?
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239. And what is reality?
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240. - Around here?
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241. Not much.
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242. - So many threats
to life and limb.
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243. But which are real?
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244. - Only one way to find out.
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245. Ignore what I see and hear.
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246. And may the spider
sense be with me.
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247. - You know, to the
unblindfolded, I'm
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248. sure this is all
very entertaining.
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249. - But effective?
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250. Not so much.
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251. So how about we put the showbiz
on hold and finish this?
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252. - As you wish.
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253. - Didn't we just make it
clear that your illusions
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254. won't work on me?
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255. So we did.
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256. - Robots.
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257. And to think I used
to like them as a kid!
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258. - Oh, come on.
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259. What are you gonna do?
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260. Bite my kneecaps off?
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261. Oh wait, you can't.
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262. No mouth.
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263. Somebody doesn't want to play.
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264. - Misdirection.
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265. - Dormi!
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266. - Magic spell to sap my will?
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267. Or maybe magic gas,
colourless, odourless
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268. to bring me to my knees?
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269. Either way, I'll pass.
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270. Oh, built in remote controls.
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271. Nice!
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272. - I'm guessing this
one has a head.
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273. - So now you know, it's me.
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274. - Right.
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275. Um, who are you again?
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276. - You put me away.
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277. - What, did I?
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278. Cool.
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279. - Don't pretend you've forgotten.
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280. I was the chameleon's
right hand man.
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281. - Oh, right, on the boat.
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282. You were— you were
dressed as the crewman.
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283. - As the waiter!
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284. You remember.
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285. Demitas, Spider-Man.
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286. - Sure, sure, if you say so.
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287. Gesundheit.
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288. OK.
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289. One, talk to Gwen.
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290. Nope.
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291. Two, find Eddie.
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292. Nope.
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293. Three, write Harry.
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294. Nope.
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295. Four, buy thermals.
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296. Nope.
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297. Five, take care of Aunt May.
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298. - No.
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299. Aunt May, we talked about this!
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300. Oh Peter, don't start.
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301. I'm hardly over-exerting myself.
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302. I went to bed early and
had a good night's sleep.
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303. - Bless you.
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304. Seems I'm not the one burning
the candle at both ends.
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305. Oh, this came for
you yesterday—
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306. a registered letter
from the Bugle.
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307. - Aunt May, it's an exclusive
freelance contract!
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308. And in advance!
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309. Robbie said this was coming.
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310. But I figured Jonah'd
never unclench enough to—
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311. - Peter, that's no
way to talk about—
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312. - I— I gotta tell Gwen!
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313. Wow.
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314. Of everyone I know, she's the
person I most want to tell.
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315. That means something, right?
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316. I'll call.
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317. We'll meet for breakfast, and
we'll talk— about everything.
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318. - That sounds like a plan.
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319. - Oh, Perhaps her
ears were burning.
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320. - Uh, no.
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321. Mr. Osborn?
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322. - Peter.
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323. I have some good news.
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324. Curt and Martha Connors want to
give you another chance at ESU.
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325. - What?
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326. Really?
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327. That— that's great!
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328. - You deserve it, Peter.
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329. Your talents should be nurtured,
and I'd like to my part.
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330. I'd like to be your mentor.
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331. - I, uh, I— I don't
know what to say.
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332. Except sorry, Norm.
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333. You give me the creeps.
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334. Then you accept.
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335. - I can't think of
a reason not to.
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336. - Excellent.
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337. We'll start today.
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338. Come to Oscorp.
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339. We'll have breakfast, talk.
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340. - Um,
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341. Breakfast?
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342. I— see, I was going—
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343. - Big things are happening
in your life, Peter.
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344. Doesn't pay to waste time.
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345. - OK.
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346. I'll—I'll come right over.
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347. They're gone.
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348. But you're a fool!
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349. Why make you android
look just like you?
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350. You could have made
it look like anyone!
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351. - What, and let
anyone take credit
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352. for the role of (PUTS ON
DRAMATIC VOICE) Mysterio?
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353. - (EXASPERATED) actors.
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354. Master Planner, it's Tinkerer.
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355. Spider-Man and the cops
have come and gone.
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356. They recovered nothing.
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357. Everything you wanted Mysterio
to steal is still right here.
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358. MASTER PLANNER (ON
Of course it is.
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359. Everything proceeds
according to my master plan.
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