- Spider-Man: [meeting Lady Octopus for the first time] Who are you? You're not Doc Ock.
- Lady Octopus: Oh, I know I'm not. Because Octavius is sheer perfection. I only dream of achieving a fraction of his glory.
- Spider-Man: Okay. Those were the two craziest sentences I've ever heard.
- Lady Octopus: But my hero will be so proud if I eliminate his peskiest problem.
- [uses her tentacles to rip out a chunk of the wall]
- Spider-Man: His personality?
- [sees Lady Octopus lift up the wall chunk]
- Spider-Man: [panicking] Oh, wait. You mean me!
- Spider-Man: [battling Lady Octopus] Has no one ever taught you the importance of a first impression?
- [dodges her tentacles and flips onto the wall]
- Lady Octopus: Octavius is the only person I care about impressing and I can't think of a better way to do that than destroying you!
- [throws a table at him, but he dodges]
- Spider-Man: Buy him a gift, new test tubes, new sense of style?
- [throws a table at her, knocking her over. He then webs her mouth shut, but she rips it off. She then grabs him with her tentacles and throws him aside]
- Lady Octopus: [laughs] That was so easy. Yay, me!
- Lady Octopus: [checking to see why the crystals aren't in the vault] Ugh! No! I have the dates wrong! Ugh! So humiliating.
- Spider-Man: You mis-scheduled your evil master plan?
- Lady Octopus: I'm a very busy person, okay? And it's tough to keep track of things.
- Spider-Man: Is this your first day on the job?
- Lady Octopus: Don't insult me! It's my second. Now get over here so I can hit you!
- Lady Octopus: [encountering Spider-Man at the docks] Hello, little bug. I was hoping we'd meet again so I could make you pay for your crimes against Ock's genius!
- Spider-Man: You have the worst social skills!
- Lady Octopus: Ah-ah-ah. Not so.
- [Octobots appear]
- Lady Octopus: Look how many friends I've made. Okay, I admit I made them in my workshop, but that still counts, right? Octobots, attack!
- Lady Octopus: [talking with her Octobots] Oh, what on earth could that genius be planning, you guys? These crystals appear inert. I don't yet see what he could possibly need them for.
- Spider-Man: [revealing himself] And I thought you were kidding when you said these things were your friends. Ugh. Creepy.
- Lady Octopus: [grunts] Oh, you pest! Octobots, attack!
- Doc Ock: [fighting Spider-Man] You are fast, Spider-Man. But not faster than the speed of thought! The student's brains are acting as parallel processors, helping the Neuro-Cortex process quantum software then pushes my genius to the very limit!
- Spider-Man: You can't just use their neural pathways like computer circuits! That could fry their minds!
- Doc Ock: A small sacrifice to take human existence to the next level! The physical shall limit me no longer!
- Spider-Man: [talking with Ock] You were lying to everybody! Wait, the Wild Pack, Carolyn Trainer. What about those stolen crystals? That was all you?
- Doc Ock: Brilliant, wasn't it? I played everyone like chess pieces, including you.
- [uses his telekinetic power to wrap metal around Spider-Man]
- Doc Ock: Carolyn Trainer was only a tool, keeping you busy while I reached my true potential.
- [suddenly, Carolyn bursts into the lab, having heard everything Ock said]
- Lady Octopus: You used me? Otto, how could you? I didn't wind up in prison by accident. I hacked the system and falsified my own conviction just to meet you. You said we would be together! I did everything you asked of me!
- Doc Ock: You served my purpose for a while, Carolyn. That is more than most. Be content with that!
- [Carolyn blasts him with a laser from her tentacles]
- Spider-Man: [trying to revive the students] Miles, tell me you can hear me! Miles, please! I need your help! Gwen, Anya, take back control. You have to fight him!
- [the students fight back against Ock's control, causing a backlash of energy that blasts Ock back]
- Lady Octopus: What? D-did I do that?
- Spider-Man: They're fighting back.
- Lady Octopus: Let's help em.
- Spider-Man: Now that's using your brain! They hit him mentally, we hit him physically!
- Doc Ock: How? This is impossible!
- [Spider-Man and Lady Octopus charge toward Ock and deliver a double knockout punch]
- Spider-Man: [after defeating Ock, Spider-Man checks on the students] They're okay. Just unconscious.
- Lady Octopus: Can't say the same for Otto. He's alive, but this is a deep coma.
- [police sirens are heard]
- Lady Octopus: Oh, I knew the police would find me again. Do you know how hard it was to escape from them?
- Spider-Man: No, I don't. But I do know I couldn't have done this without your help tonight. Maybe it's time to admit you're a terrible super-villain.
- Lady Octopus: Ock was so inspiring. He made me feel like I belonged to something greater. But it was all a lie.
- Spider-Man: It's not too late to make a difference, Carolyn. If you get a second chance, don't blow it like Otto Octavius did.
- [Carolyn pauses, then takes her tentacle harness off]