"[Suspenseful music]" "When I joined the Avengers," "I never expected them to attack me." "Don't move, Loki!" "Huh?" "N-no-no-no!" "Wait!" "You don't understand!" "Guys, listen, it's me!" "Spiderman!" "But no one believed that because Loki switched our bodies and made it look like I attacked New York." "[Laughs maniacally]" "[Grunts] [Groans]" "Hurry!" "Smite... uh, smash Loki before he casts another spell!" "Yikes!" "[Screams]" "[Grunts]" "[Grunts]" "Of course, Loki switched us back before I could blurt out the truth." "Which means I have to bolt before I get clobbered by my new teammates, the Avengers..." "" "[splashes]" "[Gurgling]" "[Splashes]" "I remember this place from those times I fought The Lizard." "It's also close to where I can find help." "Midtown High." "[Grunts]" "[Nova] An army of Venomized monsters?" "[Fury] Most likely created by Doc Ock." "Only Loki could have sprung Otto from the Tri-Carrier." "And now that Loki has placed himself in Spiderman's body, he's an even greater threat." "His army has already taken out Thor and the Hulk." "Be careful." "Hey, Spidey pals." "What's the good word?" "[White tiger] It's Loki!" "Get him!" "[All yell]" "I was afraid of that!" "[groans]" "[Screams]" "We've got a score to settle with you, Trickster." "Trickster, right?" "He's not me!" "I'm not..." "I'm not him!" "Oh, brother!" "Hey, wait!" "It's really me!" "That sounds like something Loki would say." "I-I'll prove it." "Nova, you're secretly afraid of bunnies." "What?" "[Laughs] N-no!" "You are!" "[Yells] [Groans]" "Loki would counterattack." "I won't." "[Grunts]" "[Sniffs] Aw, whoa, whoa, whoa." "The purity of his actions convinced you." "Purity nothing!" "[Gags] The real Loki would never travel by sewer." "[Rumbling]" "There he is!" "About to lay the zap upon my dudes!" "Do I really talk like that?" "Yup." "Move away from him." "He's ours!" "Loki must be controlling their minds!" "Get them!" " [Iron Man] You heard the man." " [Widow and Hawkeye] Ha!" "[All groan]" "[Yells]" "[All groan]" "Okay, that's enough of that." "We gotta get you out of here!" "Whoa!" "Whoa!" "[Groans]" "Hey, what's our battle plan?" "I don't know." "They're the Avengers." "Hit 'em hard and try to win?" "[Screams]" "[Groans]" "Stand down, kids." "Terrible plan." "Please tell me buckethead isn't leading you now." "No, but he thinks he is when he blunders into a fight." "And leaves the clean-up for us." "Watch it!" "[Groans]" "White Tiger, you're on Black Widow." "She's one stinger down." "You should be able to take her." "[Grunts]" " Ha!" " Yah-gah!" "I'll settle this." "[Yells]" "[Grunts]" "Power Man, force Iron Man's armor to reboot by hitting it with something big." "On it!" "[Grunts]" "[Grunts]" "Really?" "What's that supposed to accomplish?" "[Power Man grunts]" "Oh." "[Screams]" "[Rumbling]" "[All scream]" "No!" "[Grunts]" "[Metal creaking]" "[Grunts]" "A little help?" "Anybody?" "Loki would never save innocent victims." "We got the wrong guy!" "[Grunts] [Grunts]" "[Grunts]" "Ha!" "That's okay." "I've got the right one." "What can you do, Spiderman?" "Your reputation is ruined." "My brother Thor is defeated." "And thanks to the creations of my ally, Otto Octavius, this city will soon fall to me." "[Chuckles]" "You've lost." "All of you." "Look, um..." "Sorry for the mix-up." "Not many people can say they survived being smashed through a skyscraper by the Hulk." "Speaking of mean green, we've gotta spring him and Thor." "Uh, not to overstep my authority or anything, Cap." "A good plan's a good plan, be it from a Captain or a private." "You're a good leader." "Joining the Avengers as a rookie must have been a hard choice for you." "Hey, I gotta leave the nest sometime." "Just wish I was sure now was the right time." "[Monsters snarling]" "Okay, Avengers, let's do this." "[Both growl]" "[All grunt]" "[Grunts]" "[Monster snarls]" "[Grunts]" "Stay with Hulk and Thor." "[Spiderman grunts]" "[Grunts]" "[Groans]" "[Groans]" "[Thuds]" "[Grunts]" "[Groans]" "[Grunts]" "[Growls]" "[Spiderman] Hey, uglies!" "Up here!" "[Chuckles] I said "uglies" and you looked." "[Snarls]" "[Grunts]" "[Monster grunts]" "[Grunts]" "[Grunts] [Groans]" "[Growling]" "It's not polite to wolf down your food." "By food, I mean me!" "[Grunts]" "[Grunts] [Groans]" "[Whimpers]" "Oh!" "[Grunts]" "Nice try, big bad!" "[Groans]" "Note to self, only razz the monster after you escape." "[Falcon grunts]" "[Groans]" "Thanks, Falcon!" "[Monsters snarling]" "Ha!" "[Grunts] [Groans]" "Watch your back!" "[Gasps]" "[Groans]" "Hold that pose!" "[Grunts]" "[Groans]" "Yah!" "[Groans]" "[Both grunt]" "Keep it up!" "They're almost free!" "[Grunts]" "[Screams] You!" "What did you do to my little pal?" "[In strained voice] I'm your little pal!" "I-I mean, I'm not Loki!" "It's true, Hulk." "Loki switched them back." "He really is Spiderman." "Hi." "Okay, then." "[Chuckles]" "Ow!" "Oof!" "That's my buddy." "Ulik, now do you believe we were all victims of Loki's treachery?" "So what, Thor?" "You would have us join forces to fight your brother?" "Fenris and I hate all Asgardians!" "[Growls]" "If you will not help, you will be banished from this realm." "Heimdall, open the Bifrost!" "Scram!" "[Snarls]" "And take poochie with you!" "[Growls]" "[Grunts] [Howling]" "[Beeping]" "Collect call from the one-eyed man in a leather coat." "What's up, Fury?" "[Fury] Energy readings show" "Doc Ock's old underwater lab is up and running again." "That has to be where you'll find him." "I'll take my team." "Uh, my old team." "On account of..." "We know where it is." " Good plan." " It is?" "Oh, he liked it." "Hey!" "Uh-uh... yes, thank you, Captain America." "[Gurgling]" "[Spiderman] Another plunge in the East River on the trail of a bad guy." "[Nova] Aw, I think webs is homesick." "[Spiderman] Are you kidding?" "You should see the sweet pad I share with the Avengers." "Bugman!" "Bugman!" "Noogie, Noogie, Noogie, Noogie!" "[Power man] I'm really happy you're living it up in luxury, Spidey, but we need your attention here." "[Spiderman] Knock, knock, Doc Ock." "[Chuckles] Totally didn't practice that on the way here." "Other than that giant tank of Venom," "Ock's place looks about the same." "Creepy, dank..." "[All gasp]" "Okay, that's new." "You witless fools!" "[All grunt]" "My new Asgardian armor makes me invincible." "I guess you won't be needing this!" "[Glass shatters]" "[Grunts]" "My Venom!" "You've destroyed it!" "You will perish for this!" "[Grunts] [Groans]" "Hee-yah!" "[Groans]" "Your mystic strength has no effect on me." "These arms are the creation of Loki's darkest magic." "Even Thor is helpless before me." "[All groan]" "But none of that will matter..." "After I do this!" "[Laughs maniacally]" "[Groans]" "You're finished." "Soon the world will be mine." "Just as Loki promised." "[Grunts] [Groans]" "[Gurgling]" "[White tiger] What are you doing?" "[Spiderman] Ock destroyed our suits, so we've gotta get out of here, Spidey-style." "Blast us out of here!" "[Rumbling]" "[All gasp for air]" "[All breathe heavily]" "Almost forgot how webs always pulls us into his crazy schemes." "Can't believe we're still alive." "His strategies are bizarre, yet inspired." "For a dweeb who never studies." "That's as close as they'll ever get to saying they missed you too." "[Nova] Uh-oh." "[White tiger gasps]" "[Splashing]" "[Groans]" "What does it take to drown you?" "[Grunts]" "Interesting question, Otto." "Let's discuss it, far away from here." "[All grunt]" "[Grunts] [Splashing]" "[Yells]" " Yah!" " Nice!" "Thanks, but he still has three other arms." "So hurry up and swing." "[Both grunt]" "[Car screeches]" "[Car screeches] [Horn honking]" "[Grunts]" "Hold, man of octopi!" "Surrender for your own sake." "You cannot comprehend the power you're trying to control." "Oh, I think I have a pretty good idea." "[Grunts] [Groans]" "[Thor grunts repeatedly]" "[Screams]" "[Thumping]" "My compliments on dispatching Thor with such ease." "Oh, it was you that made it possible, my friend." "And now, the time has come to tell the world that New York belongs to Loki." "[Laughs maniacally]" "[Grunts]" "Now, that's just nasty." "Not as nasty as them." "[Monsters snarling]" "[People screaming]" "[Snarls]" "We got a big problem." "A giant-sized problem." "Hit 'em high, low, and everywhere else." "[Grunts] [Snarls]" "[Grunts] [Groans]" "Ha!" "Huh!" "[Growls]" "[Grunts]" "[Groans]" "Don't crowd." "I have enough arrows for everyone." "[Groans]" "[Grunts] [Groans]" "[Grunting]" "[Grunts] [Screams]" "Whoa!" "And I thought they looked ugly on the outside." "[Groans]" "You and me both, kid." "I converted my repulsor rays to sonic blasts." "You take it from here." "You got it!" "[Grunts] [Groans]" "[Grunts]" "[Grunts] [Snarls]" "[Grunts]" "[Groans]" "Yee-ah!" "[Groans]" "[Roars] [Grunts]" "[Monsters snarling]" "Bah!" "Too slow!" "[Grunts]" "[Snarls] [Roars]" "[Glass shattering] [Rumbling]" "[Both groan] [Venom splattering]" "[All groan] [Glass clattering]" "[All groan]" "Did you have to shatter every window in midtown?" "Got the job done, didn't I?" "[Grunts] [Debris clattering]" "Thor!" "Treacherous Loki created Octavius' armor from enchanted Asgardian metal." "One more attack might finish me." "I've got an idea." "Summon the Bifrost again." "Trust me on this." "[Monsters snarling]" "[Both groan]" "[Yells]" "Yah!" "[Grunts] [Groans]" "[Grunts]" "Yah!" "[Groans]" "Yah!" "Hey, teams!" "When you're done with your garbage, toss it in here." "Heimdall, bring down the Bifrost!" "[Grunts]" "[Grunts]" "[Groans]" "[Growls]" "[Groans]" "Boom!" "All clean." "[Grunts]" "Blasted New York pigeons!" "They get bigger all the time." "[Grunts]" "Come here, you flying rat!" "[Roars] [Grunts]" "[Monster snarls]" "[Hulk grunts]" "[Thor grunts] [Groans]" "[Grunts] [Groans]" "[Grunts]" "[Growls] [Grunts]" "[Grunts] [Groans]" "[Monsters groan]" "No!" "Octavius!" "Those fools are destroying my army and your creations." "Attack them!" "[Yells]" "[Thumping]" "Whoa, whoa, whoa." "Otto, you do realize Loki will betray you, right?" "I mean, the guy's official job title is "Prince of lies."" " What does that tell you?" " Shut your yammering trap, Stark." "Okay, I tried reason." "[Grunts]" "Here's plan B." "[Missiles explode] [Doc Ock screams]" "[Grunts]" "[Groans]" "[Grunts]" "[Groans]" "How's your Monday goin'?" "[Grunts] [Gasps]" "[Grunts]" "Hulk, move!" "Now!" "I'm not kidding!" "Hulk!" "[Grunts]" "[Grunts]" "Hey, Otto!" "Why don't you pick on someone your own size?" "An excellent suggestion." "That is, if you're sure big boss Loki says it's okay." "I don't need his permission to squash a pest like you!" "[Grunts]" "It seems to me that you're just a henchman again." "Like when you were Norman Osborn's hired goon." "You know, an errand boy, a flunky." "Strictly a second-rate..." "[Grunts]" "I am Loki's equal!" "He promised me Earth once we rid of you so-called heroes!" "Ha!" "And they call me "funny."" "You actually believe Loki would let you rule the world for him?" "[Chuckles] That's hysterical." "[Growls]" "[All grunt]" "[Groans]" "[Grunts]" "[Thumping] [Laser blast]" "Ready for round two?" "Let's do it!" "[Groans]" "[Groans]" "No." "This ends now." "[Falcon] Let's take him down." "That's right, fools." "Hurry to your doom." "[Screams]" "[Groans]" "[Staff clanging]" "It grieves me we must battle again, brother!" "[Rumbling]" "But if you threaten my friends in this world, you leave me no choice." "I won't be defeated." "Not now." "Octavius!" "Assist me!" "That's your cue, Otto." "Run to your master like a good eight-armed little doggie." "He can wait!" "[Grunts]" "I own you, mortal!" "Obey me!" "[Groans]" "I am not your servant!" "[Groans]" "[Screams]" "That armor was for destroying Thor, not me!" "[Grunts]" "I have no use for a weakened ally." "[Groans]" "I think it's time to end our partnership." "[Grunts]" "An excellent suggestion." "[Rumbling]" "[Screams]" "[Screams]" "[Grunts]" "Hang on, Otto." "Octopus street pizza is something no one wants on the menu." "[Groans]" "[Thumping]" "Got you, horn head." "[Grunts]" "[Grunts] [Growls]" "[Spiderman] Wait!" "[Grunts]" "Hulk, maybe you and Loki should forgive and forget." "Be pals." "Pals?" "Him and me?" "Well, sure." "And how does Hulk treat his pals?" "Huh, yeah." "Noogie, Noogie, Noogie," "[Loki groans]" "Noogie, Noogie," "Noogie, Noogie!" "Argh!" "Ooh!" "Ouch!" "I don't think you can handle these next guys." "Of course, there's always the coward's way out." "[Groans] [Metal clanks]" "You let him off easy." "I don't think so." " Smart plan, kid." " Foolish Loki." "Leaps before he looks." "[Groans]" "[Chuckles]" "[Ulik] There he is!" "Loki!" "[Growling]" "Trickster who bewitched us into serving him." "Ulik, you know me." "The prince of mischief." "[Chuckles nervously]" "Uh... mischief?" "No harm." "Just joking." "[Monsters growling]" "Now, stay back!" "Stay back!" "[Loki screams] [Monster snarls]" "You sure you don't need help transporting off back to SHIELD?" "For the third time, spider, we've got this." "Well, it... it was great seeing you guys again." "You too." "Don't be a stranger, okay?" "We miss you." "Me too." "A lot." "But hey, even though I'm an Avenger, it's not like we'll never see each other again." "If you guys want to get together again some time, that is, if you have any time..." " Uh, Spiderman..." " They already left, didn't they?" "Yeah." "[Engine roars]" "Tony, do you ever really want something, and when you got it, you realized it wasn't what you wanted after all?" "I dated an Italian supermodel once." "Then decided I liked a German one better." "We're not talking about the same thing, are we?" "Uh... no." "Avengers tower will always be here, Spidey." "Whenever you want it." "Good work today, pal." "[Alarm blaring]" "Who hit the alarm?" "[White tiger] An intruder!" "[Grunts]" "Wow, your response time is amazingly slow." "Someone has to turn you guys around." "Guess it's up to me." "Did the Avengers kick you out?" "No." "I just realized what I really wanted." "They totally kicked him out." "Slow, huh?" "Really?" "Get him!" "It's good to be home." "[All cheer]"