- Yuri Watanabe: [discussing the Regent] Seeing the Regent in action convinced me. This is the part where you get to say "I told you so."
- Spider-Man: I would never.
- Yuri Watanabe: The Regent used several different powers during your fight with him. Electricity, like Electro. Sand, like Sand Girl. Teleportation, like Cloak.
- Spider-Man: Right. But he also used ice powers, strange wind control, and some green blast that really hurt. Ugh, still.
- Yuri Watanabe: You mean ice like Frostbite, wind like Whirlwind, and those blasts like Paradox.
- Spider-Man: Never heard of these guys.
- Yuri Watanabe: That's because you don't have access to the secure files I've been researching. And all of them have one thing in common. Care to guess?
- Spider-Man: They're all being held in a certain super-villain prison called, I don't know, the Cellar?
- Yuri Watanabe: Exactly. They might not have escaped, but somehow, Regent is using all their powers.
- Spider-Man: But you said the Cellar couldn't be compromised.
- Yuri Watanabe: Well, maybe I wasn't right.
- Spider-Man: [mock-thinks for a minute; whispers] I told you so.
- The Regent: [explaining his actions] Mine is the perfect plan. Crafted through years of patience. Designed so the so-called Avengers would be subject to my vengeance.
- Spider-Man: What did the earth's mightiest heroes ever do to you? I know most of them. Pretty nice. Except Hulk when he's grumpy. Or even when he's not.
- The Regent: You never saw how they treated my father. He may have made a few criminal mistakes, but the Avengers put him away for life. They took him from me!
- Spider-Man: Wait. You built a whole prison so you could steal powers and work out your anger issues? Like that plan wasn't gonna fall apart.
- [starts to mock him]
- Spider-Man: I'm the Regent and my plans are overly complicated.
- [Regent blasts at him, but he dodges, causing it to hit the control panel to Cloak's cell]
- Spider-Man: Nice. I love goading villains into busting their own stuff.
- The Regent: Not overly complicated. My plans have already succeeded. I've punished the Avengers that hurt my father and anyone else who got in my way! Once I'm rid of you, I'll shut down the Regent program and make sure Shannon takes all the blame.
- Spider-Man: You are a terrible boss!
- Otto Octavius: [after the nurse leaves] Hurry. Modulate the power coupling.
- Anna Maria: Can't we just tell them you're okay?
- Otto Octavius: Time is of the essence. If the doctors find me awake, there will be a barrage of tests.
- Anna Maria: You seriously know the identity of that guy who attacked Spidey?
- Otto Octavius: Not precisely, but it's clear every power he's used belongs to an inmate currently at the Cellar.
- Anna Maria: How are you sure of that?
- Otto Octavius: Because I w... I myself was incarcerated there last summer. I am afraid there is much you do not know about me.
- Anna Maria: I'm aware of your history, Otto. But I'm also aware you're no longer that person.
- Otto Octavius: You have faith that I am a changed man?
- Anna Maria: More of a hypothesis. Let's save Spider-Man so you can prove me right.
- The Regent: [seeing Dagger attempt to power up Cloak] Trying to power up? You haven't seen a true power-up yet!
- [activates all the cells]
- Spider-Man: No. He's draining them all. He has every superpower at once!
- Spider-Man: [crawling through the vent] That way leads to an escape. But that way gives us a chance to stop the Regent. I can't make the decision for you, but I'm staying.
- Dagger: Tiberius Stone turned us into what we are, treated us like pawns.
- Cloak: We're not gonna run away while someone exploits other people. We're with you, Spider-Man.
- Spider-Man: Then come on.
- The Regent: [after being defeated] No! My plan was perfect.
- [Hulk grabs him and slams him into the ground several times]
- Hulk: That's for throwing Hulk!
- Spider-Man: [trying to explain his recent actions] What if I told you an evil villain swapped minds with me?
- Ms. Marvel: I knew it was something like that! My guess was aliens.
- Spider-Man: So, we're cool? You believe me?
- Ms. Marvel: Hello, I'm an Avenger. We see way weirder stuff than that. So, yeah, we're cool.
- [she and Spider-Man fist-bump]
- The Regent: [after seemingly destroying Cloak and Dagger] Ha! Nega-beams combined with energy blasts were enough to disintegrate them. You're completely alone now, Spider-Man!
- [fires a nega-beam at him, but Captain America's shield suddenly passes in front of him, blocking the attack. It then flies back to Captain America's hand]
- Captain America: Not from where I'm standing.
- [hits Regent with his shield]
- The Regent: no!
- [the rest of the Avengers appear, courtesy of Cloak and Dagger]
- The Regent: I destroyed you!
- Captain America: I'd get a second opinion on that. Avengers Assemble!
- Anna Maria: [as Peter enters the room] Peter! Good to see you in one piece.
- Peter Parker: [to Otto] I know this is strange, but I wanted to say... Ock, despite everything you did to me, if it weren't for your help, I wouldn't have gotten out of there alive. Maybe no one would have.
- Otto Octavius: Hmm.
- [clears his throat]
- Otto Octavius: Gratitude is unnecessary. You saved my life when you brought my consciousness back here, so I, ahem, merely repaid my debt.
- Anna Maria: I think the words you're looking for are, "You're welcome, Peter."
- Otto Octavius: [turns to looks at Peter] You are welcome, Peter.
- Peter Parker: [starts to walk out, but turns back] Welcome back, Ock.
- Cloak: [after the drones turn on Regent; to Spider-Man] Are you friends with these robots?
- Spider-Man: Uh, not that I remember.
- Otto Octavius: [suddenly appearing in Spider-Man's lenses] It is I who command the drones as if they were my minions.
- Spider-Man: Ock? What? You're awake? And in my lenses? They can't do that.
- Otto Octavius: They could not, until now, with Anna Maria's help.
- Anna Maria: Hi!
- Otto Octavius: And with parts cannibalized from spare medical equipment, we built a device that can transmit directly to you.
- Spider-Man: You broke into the computer systems of the most secure prison in the world from your hospital bed?
- Otto Octavius: [sighs] Save your adulation for later. These drones merely buy you time. I am accessing the security doors to create the pathway for your escape.
- Spider-Man: No! No escape!
- Otto Octavius: What?
- Spider-Man: Look what he's doing to these inmates. They're suffering. I have to stop the Regent, not run.
- Otto Octavius: That is foolhardy, but noble.
- Spider-Man: Story of my life.