1. Welcome to your lair,
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2. Master Planner.
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3. Thank you, Tinkerer.
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4. I still don't get it, Doc.
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5. Why didn't you break out
with Kraven and me?
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6. Ahh, Electro.
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7. Always so charmingly
uncomplicated.
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8. When building a secret empire
of super-criminals,
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9. the safety and obscurity
of a hospital bed
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10. has its advantages.
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11. Beats prison.
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12. Indeed.
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13. Spider-Man searches
for the Master Planner,
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14. leaving Octavius free to, heh,
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15. plan.
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16. And I assume,
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17. since you sent my arms
to retrieve me,
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18. we are finally ready to begin?
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19. Yes. All that remains
is calibration
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20. and testing.
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21. Peter, so glad
you could make it.
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22. Well, you're a hard mentor
to say no to, Mr. Osborn.
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23. Besides, what teenager
doesn't like
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24. a little epic destruction
now and then?
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25. Once this old tenement
comes down,
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26. we'll repurpose the property
for a sparkling new
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27. Oscorp R&D Tower.
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28. Peter, this is Morris Bench,
our demolitions expert.
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29. Nice setup. Wireless?
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30. Completely.
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31. When we're clear, I remote
activate the countdown
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32. and cascading detonations
bring the building down
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33. in its own footprint. Ahem.
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34. Excuse me, sir.
A word?
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35. It's about Toomes.
We've had no luck—
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36. Peter, go get a good seat
for the implosion.
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37. I'll join you
shortly.
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38. Uh, sure.
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39. Your operatives have scoured
the city,
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40. but the Vulture is—No. No, no, no.
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41. Countdown's activated.
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42. Thirty seconds to implosion.
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43. Shut it down.
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44. I'm trying, but I'm locked out.
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45. We'll never get clear
in time.
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46. Yeesh!
Who invited Debbie Downer?
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47. Comfy? Wait, what about Peter Parker?
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48. Oh, he does care.
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49. Already safe.
Your turn.
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50. And I am out of here.
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51. Uh...
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52. Ta-da.
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53. Well, we tried, Adrian.
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54. Osborn's time will come.
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55. As will Spider-Man's.
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56. Still, you must be pleased
with the initial test.
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57. Quite.
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58. Just as my neurotransmitter chip
allows me to control my arms,
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59. I was able to activate
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60. the detonation
countdown with a thought.
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61. I didn't like the power
fluctuations.
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62. I want more in reserve.
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63. Working on it.
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64. A minor problem, Phineas.
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65. You and Adrian have done
a commendable job,
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66. assembling the technology
Mysterio stole for us.
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67. The brainwork
was all yours, Otto.
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68. Brainwork, indeed.
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69. My brain now has
a working wireless connection
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70. with nearly every computer
in the city.
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71. But of course
that's only the beginning.
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72. In less then 24 hours,
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73. the entire world
will be at my mercy.
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74. Just imagine the possibilities.
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75. You two doing anything tonight
for New Year's Eve?
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76. What, like, together? We hadn't planned—
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77. Together, separate.
Planned, not planned.
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78. You could head to Times Square
and see the ball drop.
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79. Well, now that you
mention it—
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80. And get me another muffin.
Chocolate.
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81. Sure, Flash.
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82. Coming soon to a theater
near you:
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83. How I Milked My Injury,
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84. starring
Flash Thompson.
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85. One-seventeen. Oh, that's us.
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86. Nice try,
Miss Subtle.
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87. But it's hopeless.
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88. He's into Liz, not me.
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89. He's just
a little confused.
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90. Hi, Petey. Hey, Liz.
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91. Okay, a lot confused.
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92. Looks like Flash and Liz are
getting back together, so—
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93. So I get to be
runner-up.
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94. No.
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95. I wasn't supposed
to say anything,
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96. but his aunt told my aunt
you're all he thinks about.
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97. That is, when he actually
does think.
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98. Uh, this isn't my order.
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99. Oh, sorry, sorry.
Computer's glitching bigtime.
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100. The chip in this thing's
whacked too.
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101. Wha-
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102. I'm sorry, but I just need
to ask everyone to leave.
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103. Target's exiting
the coffee shop.
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104. So thoughtful of you
to have GPS in your cell phone.
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105. Now all that remains
is to isolate you...
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106. For my boys.
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107. All units,
armed robbery in progress.
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108. See Surplus Store, corner
of People's Drive
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109. and 124th Street.
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110. Dispatch, confirm.
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111. You want Midtown units
all the way up at 124th?
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112. That's what my screen says.
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113. And now, cue the chaos.
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114. Is anyone hurt?I can't tell yet.
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115. Move, nerdette.
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116. No.
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117. Package delivered. Go.
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118. Vulture's long gone.
But there's Electro's van.
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119. If I didn't need him
to lead me to Gwen...
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120. Nothing but greens.
Thanks, Doc.
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121. I'm afraid you're not
home free yet.
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122. The cursed arachnid
is on your tail.
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123. Not a problem. We'll ditch him.
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124. Eat lightning, Spider-Man.
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125. So much for quietly following
them to the Vulture's nest.
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126. Where'd he go?
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127. Master Planner,
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128. our guest has arrived.
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129. And she's kindly
lent us her phone.
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130. Hey, Gwen.
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131. No, not Gwen, Captain Stacy.
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132. It seems you need help keeping track of your daughter.
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133. Teenagers can be
such a bother.
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134. Who is this?
How did you get Gwen's phone?
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135. Oh, call me Master Planner.
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136. As for the phone,
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137. why, from Miss Stacy,
of course.
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138. From Gwen? Where is she?
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139. Dad?
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140. Dad.
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141. Dad, Dad, Dad, help me,
I'm— I'm—
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142. That's quite enough,
I think.
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143. Gwen? Gwen? Put her back on.
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144. Don't bother checking her GPS
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145. on your computer,
it's disabled.
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146. And don't call for help.
Trust me, I'll know.
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147. Listen, creep,
if you touch her, I'll—
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148. Let's dispense
with the ugly what-ifs
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149. and get to the business at hand.
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150. What do you want?
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151. The global portal codes
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152. stored at Homeland Security's
New York HQ.
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153. Forget it. Those codes
would give you access
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154. to every government computer
in the U.S., maybe the—
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155. The world? Yes.
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156. And you will provide them.
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157. Look, it's impossible.
I attend briefings at Home Sec,
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158. but I don't have clearance
for the codes.
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159. I couldn't get them
if I wanted to.
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160. Oh, I think you could,
with a little help.
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161. And the proper motivation.
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162. Vulture's gone, Electro's gone.
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163. But you'll tell me
where to find the girl.
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164. Or else what, boy scout?
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165. We both know the hero
won't do anything rash.
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166. He called my bluff.
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167. So I'll have to bluff better.
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168. See? See?
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169. I knew you wouldn't
really let me fall.
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170. That's strike two.
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171. Care to try for—?
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172. Okay, okay, I'll talk.
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173. Nice and easy, captain.
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174. Why do you need him? With your
brain you can hack in anyplace.
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175. I appreciate the vote
of confidence
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176. but the codes are kept
in an isolated system.
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177. I've no means of access
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178. without his help.
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179. Excellent, captain.
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180. Your daughter's halfway home.
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181. The secret entrance
to the Master Planner's lair.
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182. But since there's no way
I'm getting in the front door...
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183. I so need to invest
in a spider-themed wetsuit.
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184. I'm somewhat occupied
at the moment.
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185. I'm on it.
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186. By now, captain,
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187. you'll have reached
their monitor room.
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188. Agent Wade,
Agent Briggs.
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189. Uh, monitor duty?
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190. Drew the short straw, huh?
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191. Yeah. Dullest detail
in the FBI.
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192. Let's find out just how secure
the homeland is.
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193. I'll call it in.
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194. This is a federal
facility, Stacy.
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195. We'll handle this.
Wade, go.
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196. All security personnel,
facility under external attack.
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197. External attack, indeed.
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198. Squad one to the roof,
squad two, the street. Move.
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199. Nice downloading, captain.
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200. That virus has given me access
to all Home Sec systems
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201. except the proprietary mainframe
containing the portal codes.
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202. But I've increased
your security clearance.
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203. You may proceed.
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204. Look, Stacy,
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205. maybe I picked the wrong time
to get territorial.
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206. Spider-Man. Don't worry, G— Girlie.
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207. I'll have you out soon.
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208. You're finished, web-freak. Look out!
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209. No! Let go of the bars.
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210. Ohh!
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211. No!
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212. Electro, take this conflict
elsewhere.
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213. Uh— Sure thing, M.P.
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214. So the Master Planner doesn't
want all this tech damaged.
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215. Well, Max, don't tell me
you're scared
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216. of a second-rate schemer
with a funny voice.
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217. First, I'm not scared
of nothing.
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218. Second, Master Planner
ain't second-rate nothing.
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219. And third, don't call me Max,
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220. or I'll fry you into nothing.
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221. Electro, stand down.
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222. Retinal scan recognizes
Stacy, comma, George.
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223. Clearance confirmed.
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224. Max. Maxie.
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225. Maximilian. Maximum.
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226. Shut up, shut up. Shut up!
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227. Uh-oh.
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228. That's for zapping Gwen, twice.
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229. Nice uploading, captain.
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230. Now insert that drive
into any other computer.
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231. I'll have my codes,
you'll get your daughter.
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232. I wanna talk to Gwen.
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233. This is no time to test me,
captain.
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234. Stow the threats.
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235. I'm not doing anything more until I know she's okay.
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236. Miss Stacy's resting at—
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237. I talk to her,
or you get nothing.
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238. Fine.
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239. Great. Even the walls
have arms.
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240. But at least
one mystery's solved.
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241. Hey, Master Planner,
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242. some secret-identity advice
from an expert:
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243. Don't sign your work,
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244. Doctor Octopus.
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245. DR.
Yes, Spider-Man,
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246. it's spectacularly
clever of you
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247. to have guessed the truth
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248. after I revealed it.
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249. Yo, if you're gonna dance
with my date,
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250. then I'm totally dancing
with yours.
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251. Bingo.
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252. Okay, that was almost worth it.
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253. If you want something
done right...
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254. Ugh! Ohh!
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255. I thought the arms race
was over.
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256. Oh, I've still got a few
up my sleeves.
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257. Ahh!
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258. Without server
to route signals,
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259. it's too much. Too much.
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260. Must destroy connection.
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261. Congratulations,
arachnid.
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262. My lair,
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263. my master plan,
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264. all ruined.
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265. Thanks. I specialize in foiling.
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266. Only one option remains.
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267. Farewell, Spider-Man.
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268. Enjoy your tomb.
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269. Can't budge it.
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270. So cold.
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271. Muscles stiff, numb.
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272. This is it.
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273. Fought the good fight.
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274. Did my best.
Even foiled Ock's plan.
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275. No one could ask any more of me.
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276. What am I doing?
I can't give up.
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277. Not with Gwen depending on me.
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278. Cold.
It's cold.
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279. It'll get colder
if we don't get out of here.
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280. Hold on.
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281. What about him? Hmm.
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282. So gonna hurt me more
than it hurts you.
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283. Called that right.
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284. Don't touch him.
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285. He's still juiced.
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286. DR.
Abort mission.
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287. Understood.
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288. Planner?
Planner, are you there?
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289. Listen, Planner—GWEN: Dad, it's me.
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290. Gwen? I'm okay, Daddy.
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291. Spider-Man saved me.
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292. Are you—?I'm fine, honey.
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293. Just fine. Now.
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294. One minute to midnight.
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295. I'm gonna try her
again. Ugh.
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296. I'm sure Gwen appreciates
your perseverance.
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297. Hello? Um, hi, Captain Stacy.
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298. It's Pete again. Peter Parker.
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299. Yeah, I know who you are, Pete.
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300. But I've told you,
Gwen's been through a lot and—
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301. Dad. Is that my phone?
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302. Not tonight, it isn't.
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303. Don't you give me that look,
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304. Gwendolyn Stacy.
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305. Now, who could that be? Peter?
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306. Hi, Petey. Liz, what are you—?
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307. I mean,
it's almost midnight.
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308. Shouldn't you be with Flash? Ten, nine, eight...
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309. Thing is, I'll always care
about Flash,
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310. but tonight I told him
it's over.
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311. Really, really over. See, four, three,
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312. I wanna be with you. two, one...
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313. Zero.
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314. Happy New Year!
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315. Happy New Year, Petey.
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316. Hello?
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317. Anyone there?
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