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1
00:00:04,583 --> 00:00:06,834
It's good to be back in the old threads.
2
00:00:06,834 --> 00:00:08,250
Well, the old new threads.
3
00:00:09,417 --> 00:00:12,542
I gotta say,
that black costume was pretty cool.
4
00:00:12,542 --> 00:00:17,000
Up until I realized it was actually alive
and taking over my mind.
5
00:00:17,000 --> 00:00:18,750
Guess they should've put that
on the label.
6
00:00:18,834 --> 00:00:22,041
All joking aside,
that thing needs a warning label.
7
00:00:22,750 --> 00:00:25,208
Especially since Max
seems to have ignored my advice
8
00:00:25,208 --> 00:00:28,834
that the V-252 is too dangerous to exhibit
at the Stark Expo.
9
00:00:28,834 --> 00:00:31,625
But if he won't listen to me
as Peter Parker,
10
00:00:32,083 --> 00:00:35,667
then it looks like a job for Spider-Man!
11
00:00:39,542 --> 00:00:42,333
Wow. The Stark Expo.
12
00:00:42,834 --> 00:00:45,083
I still get chills when I see that sign.
13
00:00:45,542 --> 00:00:47,417
Uncle Ben and I would come to this
every year.
14
00:00:47,417 --> 00:00:50,542
Once, I actually got 30 feet
from Tony Stark.
15
00:00:50,542 --> 00:00:53,667
Ahh. I never washed those feet again.
16
00:00:56,709 --> 00:00:58,333
Now that I'm here with Horizon High,
17
00:00:58,417 --> 00:01:01,000
I'll have a front row seat
for when Stark unveils his new--
18
00:01:01,000 --> 00:01:04,125
Uh-oh. I know the Stark Expo
is a tough event to get into,
19
00:01:04,125 --> 00:01:06,792
but the roof should not be an option.
20
00:01:07,542 --> 00:01:08,959
Whoa! Where'd he go?
21
00:01:10,417 --> 00:01:11,458
Creepy.
22
00:01:11,542 --> 00:01:14,041
But I'm guessing he's just using
the mirage reflectors they unveiled
23
00:01:14,125 --> 00:01:15,417
at last year's expo.
24
00:01:15,417 --> 00:01:17,375
Hey, Ghost of Expo's Past!
25
00:01:17,375 --> 00:01:20,375
If you're trying to get into the expo
ahead of the fans waiting in line,
26
00:01:20,375 --> 00:01:22,667
you're gonna have to go through me first.
27
00:01:23,208 --> 00:01:25,792
Wow, he's taking me literally.
28
00:01:27,291 --> 00:01:30,041
Well, let's see how he feels
about a knuckle sandwich.
29
00:01:31,709 --> 00:01:32,792
Whoa!
30
00:01:33,333 --> 00:01:35,291
That's more than a mirage reflector.
31
00:01:35,375 --> 00:01:38,000
Uh-oh. He must've shorted my web shooters.
32
00:01:39,083 --> 00:01:40,083
Can I help you?
33
00:01:40,625 --> 00:01:41,625
Huh?
34
00:01:42,667 --> 00:01:45,083
Iron Man! Holy cow!
35
00:01:45,083 --> 00:01:47,000
Just like on my collectors cups!
36
00:01:47,000 --> 00:01:50,208
Only taller because,
you know, they're cups.
37
00:01:50,208 --> 00:01:52,208
You're pretty excited for an intruder.
38
00:01:52,208 --> 00:01:55,542
Intruder? No, no. I'm the guy
trying to stop the intru--
39
00:01:55,542 --> 00:01:58,667
Don't you know better than to break
into a tech expo?
40
00:01:58,834 --> 00:02:02,291
Every electronic security apparatus
in the place alerted me to your presence.
41
00:02:02,375 --> 00:02:04,709
What? No, it wasn't me. It was--
42
00:02:04,709 --> 00:02:05,834
Talk to the hand.
43
00:02:07,208 --> 00:02:09,250
No. No, no, no, wait!
44
00:02:20,208 --> 00:02:21,625
This should be quick.
45
00:02:22,625 --> 00:02:24,917
He's trying to encase me... Aah!
46
00:02:24,917 --> 00:02:26,542
...in an electric grid cage.
47
00:02:26,542 --> 00:02:29,583
Just like the one on my box
of Avengers Instant Oatmeal!
48
00:02:29,667 --> 00:02:33,083
Now with more iron. Ow!
49
00:02:33,959 --> 00:02:36,083
You're faster than I gave you credit for,
Spider-Man.
50
00:02:36,083 --> 00:02:38,750
That's because we have to move quick
if we're gonna catch the real--
51
00:02:38,834 --> 00:02:40,125
Wait.
52
00:02:40,333 --> 00:02:42,750
You... You know who I am?
53
00:02:42,834 --> 00:02:43,834
I'm aware of you.
54
00:02:43,834 --> 00:02:45,417
What I'm not sure about is your intention,
55
00:02:45,417 --> 00:02:46,750
which is why you're coming with me.
56
00:02:46,834 --> 00:02:48,291
Yow! Unh!
57
00:02:48,709 --> 00:02:50,583
He knows who I am!
58
00:02:50,667 --> 00:02:52,333
This is growing tiresome.
59
00:02:54,125 --> 00:02:56,250
I'm telling you,
I'm not the guy you're after.
60
00:02:56,250 --> 00:02:58,000
There's some sort of ghost up here.
He was--
61
00:02:58,000 --> 00:03:00,000
A ghost? Uh, nice try,
62
00:03:00,000 --> 00:03:02,792
but according to my readouts,
it's just me and you.
63
00:03:02,792 --> 00:03:05,709
A 5-foot 10-inch, 97-pound...
64
00:03:06,333 --> 00:03:07,333
kid?
65
00:03:07,417 --> 00:03:08,875
Don't be so surprised.
66
00:03:08,959 --> 00:03:10,208
This place is crawling with kids.
67
00:03:10,208 --> 00:03:12,667
Well, they're not all crawling. Just me.
68
00:03:12,667 --> 00:03:14,875
And you know what they say,
69
00:03:14,959 --> 00:03:17,709
"He who crawls and leaps away
lives to fight another day."
70
00:03:17,709 --> 00:03:19,083
I hope!
71
00:03:20,458 --> 00:03:21,875
Clever, kid.
72
00:03:26,125 --> 00:03:28,208
While there's no doubt
Spider-Man is the best person
73
00:03:28,208 --> 00:03:30,500
to find this ghost character and warn Max,
74
00:03:30,959 --> 00:03:33,333
some days you can accomplish more
just by being...
75
00:03:35,458 --> 00:03:36,959
another face in the crowd.
76
00:03:37,041 --> 00:03:39,917
Okay, okay. One at a time.
77
00:03:41,458 --> 00:03:44,583
Wow! Can't believe
we're all finally here.
78
00:03:44,750 --> 00:03:48,834
Seems like everything we've worked for
all semester has led to this very moment.
79
00:03:48,834 --> 00:03:51,250
Don't think I've ever seen
so many geniuses under one roof.
80
00:03:52,166 --> 00:03:55,208
You're late.
- Would "hello" ever suffice?
81
00:03:55,208 --> 00:03:56,542
No.
82
00:03:56,542 --> 00:03:57,959
Have you seen Max?
83
00:03:58,041 --> 00:04:01,000
He's over on the Horizon stage.
But I wouldn't bother him.
84
00:04:01,000 --> 00:04:04,333
The V-252 isn't stabilizing,
so he's bugging out.
85
00:04:04,417 --> 00:04:05,792
I'll keep that in mind.
86
00:04:05,792 --> 00:04:08,375
Maybe it'll help me convince him
not to use it.
87
00:04:08,917 --> 00:04:11,041
Parker!
- Flash?
88
00:04:11,792 --> 00:04:14,208
- What are you doing here?
- Uh, I beg your pardon?
89
00:04:14,750 --> 00:04:17,041
This expo is for the brightest
of the bright,
90
00:04:17,125 --> 00:04:22,625
and I am representing Midtown High
with my baking soda volcano.
91
00:04:22,709 --> 00:04:25,917
Sure, Midtown may have other entries,
but let's be honest.
92
00:04:25,917 --> 00:04:29,542
Nothing wins the day like good old
"papyer-matchy."
93
00:04:29,542 --> 00:04:31,125
That's great, Flash.
94
00:04:31,125 --> 00:04:34,542
I'm in a hurry, but best of luck.
95
00:04:38,208 --> 00:04:40,792
- Step away from the door, sir.
- Huh?
96
00:04:40,792 --> 00:04:41,959
I-- I was just--
97
00:04:42,041 --> 00:04:44,083
Step away from the door!
98
00:04:44,083 --> 00:04:45,291
Pete!
99
00:04:45,375 --> 00:04:47,792
- He's with me.
- What's with the security?
100
00:04:49,125 --> 00:04:51,291
Just my dad being my dad.
101
00:04:51,375 --> 00:04:52,625
Pretty exciting day, huh?
102
00:04:52,709 --> 00:04:54,041
Yeah. No kidding.
103
00:04:54,291 --> 00:04:57,125
The program says Oz Academy
is exhibiting a Vulture Force?
104
00:04:57,125 --> 00:04:59,291
Among other things.
105
00:04:59,375 --> 00:05:03,125
- Harry, that's enough talk.
- But, Dad--
106
00:05:03,125 --> 00:05:05,208
I said, "That's enough."
107
00:05:05,208 --> 00:05:07,834
I should get going anyway.
108
00:05:08,500 --> 00:05:10,083
Good luck today, Osborns.
109
00:05:10,083 --> 00:05:11,625
You, too, Pete.
110
00:05:12,333 --> 00:05:14,125
Do you have to be so rude, Dad?
111
00:05:14,125 --> 00:05:15,500
Pete's my best friend.
112
00:05:15,500 --> 00:05:18,041
And today, he's the competition.
113
00:05:18,500 --> 00:05:21,000
But everyone's about to see
our experiments anyway.
114
00:05:21,000 --> 00:05:22,250
And besides,
115
00:05:22,959 --> 00:05:25,458
I don't think I can keep my glider
a secret much longer.
116
00:05:25,542 --> 00:05:27,166
About that, son,
117
00:05:27,667 --> 00:05:29,083
I've made a decision.
118
00:05:29,083 --> 00:05:31,959
I don't want you to enter your glider
into the competition.
119
00:05:32,041 --> 00:05:34,208
What? Why?
120
00:05:34,208 --> 00:05:35,917
It's perfect for the expo.
121
00:05:35,917 --> 00:05:37,792
I'm sorry, son.
122
00:05:37,959 --> 00:05:40,750
But Spider-Man's break-in
at Oz Academy got me thinking.
123
00:05:40,834 --> 00:05:42,417
We need tighter security.
124
00:05:42,417 --> 00:05:46,250
And now that we know that Spider-Man
has aligned himself with Horizon High,
125
00:05:46,250 --> 00:05:50,000
it might be time Oz Academy had someone
protecting our interests.
126
00:05:50,000 --> 00:05:54,375
And your glider here could be
the first step towards such a figure.
127
00:05:54,375 --> 00:05:56,792
- But--
- Our conversation is over, Harry.
128
00:05:59,000 --> 00:06:01,625
Come on. Come on.
129
00:06:02,458 --> 00:06:03,834
Problem, Max?
130
00:06:04,709 --> 00:06:06,834
Aha! There! There! I've got it.
131
00:06:06,834 --> 00:06:10,083
Now, if I can just keep it stabilized
long enough
132
00:06:10,083 --> 00:06:12,709
for the Stark representatives
to confirm my research,
133
00:06:12,709 --> 00:06:16,125
I'll be on my way to adding it
to the periodic table.
134
00:06:16,125 --> 00:06:18,417
Didn't you read
the research I gave you, Max?
135
00:06:18,417 --> 00:06:19,917
Very insightful.
136
00:06:19,917 --> 00:06:23,500
Then you know that the V-252 is alive.
137
00:06:23,500 --> 00:06:27,583
I actually found that part
debatable, Peter.
138
00:06:28,333 --> 00:06:29,750
Debatable? I-- I--
139
00:06:29,834 --> 00:06:31,542
Can you show me further proof?
140
00:06:31,542 --> 00:06:34,542
Because I had trouble
confirming your theory.
141
00:06:34,542 --> 00:06:38,375
What I was able to confirm, however,
is what I've always suspected.
142
00:06:38,375 --> 00:06:41,291
This substance,
when given the proper catalyst,
143
00:06:41,375 --> 00:06:43,583
can take the form of whatever I program.
144
00:06:43,667 --> 00:06:44,667
Look at this.
145
00:06:45,917 --> 00:06:49,166
A hand. A foot. You name it.
146
00:06:49,250 --> 00:06:52,250
It's not only versatile,
but also impenetrable,
147
00:06:52,250 --> 00:06:55,500
and will revolutionize
the prosthetic industry.
148
00:06:55,500 --> 00:06:58,208
I'm telling you, it's alive, Max.
149
00:06:58,208 --> 00:07:02,166
And exposing it to the world,
let alone the expo, is dangerous.
150
00:07:02,250 --> 00:07:04,125
Science is always dangerous, kid.
151
00:07:05,125 --> 00:07:06,959
If it wasn't,
it would be called mini-golf.
152
00:07:07,500 --> 00:07:09,375
Tony Stark!
153
00:07:09,375 --> 00:07:12,417
And if Max Modell here
says something's safe,
154
00:07:12,417 --> 00:07:13,750
then I believe him.
155
00:07:13,834 --> 00:07:15,000
How are you, Max?
156
00:07:15,000 --> 00:07:16,709
Very well. Thanks, Tony.
157
00:07:16,709 --> 00:07:19,750
Allow me to introduce
one of my more passionate students,
158
00:07:20,375 --> 00:07:21,375
Peter Parker.
159
00:07:21,375 --> 00:07:23,000
It's a pleasure to meet you, Mr. Stark!
160
00:07:23,000 --> 00:07:25,750
I own every issue of Scientific Magazine
with you on the cover!
161
00:07:25,834 --> 00:07:28,125
No need to yell, son. I'm right here.
162
00:07:31,208 --> 00:07:34,208
Ooh. Gotta work on that grip, kid.
163
00:07:34,208 --> 00:07:37,959
You're not helping debunk the myth
that scientists are 98-pound weaklings.
164
00:07:38,041 --> 00:07:40,583
Heh. I'm 97 pounds, actually.
165
00:07:41,250 --> 00:07:42,333
Hmm.
166
00:07:42,417 --> 00:07:43,667
Tony.
167
00:07:44,333 --> 00:07:46,000
Here we go.
168
00:07:46,834 --> 00:07:49,709
- Norman. You're looking well.
- Me?
169
00:07:49,709 --> 00:07:51,709
You should see my Vulture Force.
170
00:07:51,709 --> 00:07:54,709
I assure you,
they will be the highlight of the expo.
171
00:07:54,709 --> 00:07:57,291
I'm the highlight of the expo,
Norman. You should know that.
172
00:07:58,000 --> 00:08:01,959
In fact, if you'll excuse me,
I've got 30,000 screaming fans to impress.
173
00:08:03,125 --> 00:08:08,041
Ladies and gentlemen,
welcome to the Stark Expo,
174
00:08:08,125 --> 00:08:10,375
the technological event of the year.
175
00:08:10,375 --> 00:08:14,875
With your host, the technological man
of the millennium,
176
00:08:14,959 --> 00:08:16,792
Tony Stark!
177
00:08:24,083 --> 00:08:25,375
Thanks, everyone.
178
00:08:25,375 --> 00:08:29,375
I'm sure you're all about to unveil
some groundbreaking technology here today.
179
00:08:29,375 --> 00:08:32,709
Let's be honest, you really came
to see the new suit, am I right?
180
00:08:35,583 --> 00:08:36,625
Then I give you...
181
00:08:39,709 --> 00:08:41,583
the Mark 50!
182
00:08:47,000 --> 00:08:49,542
Tony Stark is a selfish capitalist.
183
00:08:49,542 --> 00:08:51,375
Who said that?
184
00:08:52,041 --> 00:08:53,542
Sir, we have a breach.
185
00:08:54,000 --> 00:08:55,041
Already on it.
186
00:08:55,125 --> 00:08:57,417
But he's using an echo device.
187
00:08:57,417 --> 00:08:59,542
Can't pinpoint his location just yet.
188
00:09:00,125 --> 00:09:02,709
Obsessed with being a tech titan,
189
00:09:02,709 --> 00:09:07,583
Stark took control of my ideas,
and left me out in the cold.
190
00:09:08,083 --> 00:09:12,000
So, now, I've come
to take control of his ideas...
191
00:09:14,417 --> 00:09:18,417
and leave him in the cold, hard ground.
192
00:09:21,166 --> 00:09:23,166
I don't think so.
193
00:09:25,417 --> 00:09:27,000
Somebody call for Spider-Man?
194
00:09:28,125 --> 00:09:30,583
Uh-oh, still no tech. I got you!
195
00:09:30,667 --> 00:09:32,750
Hopefully!
196
00:09:33,458 --> 00:09:35,375
Spider strength, don't fail me now!
197
00:09:35,375 --> 00:09:37,500
A little early for high fives,
don't you think?
198
00:09:37,500 --> 00:09:38,834
Iron Man?
199
00:09:38,834 --> 00:09:40,959
Now do you believe
there's someone else here?
200
00:09:41,041 --> 00:09:43,000
Attempting to save those kids
earned you some cred,
201
00:09:43,000 --> 00:09:45,667
but if you want my trust,
you'll help me take down your partner.
202
00:09:45,667 --> 00:09:47,250
He's not my partner!
203
00:09:47,250 --> 00:09:48,583
Then prove it.
204
00:09:48,667 --> 00:09:51,291
Easily! If my tech was working.
205
00:09:51,375 --> 00:09:53,375
Unh. Better fix it fast.
206
00:09:56,583 --> 00:09:59,208
A boost from this static generator
should do the trick.
207
00:10:05,000 --> 00:10:07,875
Hope that did it.
Thanks, Calhoun High School.
208
00:10:09,667 --> 00:10:10,917
You're attacking me now?
209
00:10:10,917 --> 00:10:12,625
Great job proving you two aren't partners.
210
00:10:12,709 --> 00:10:15,625
I'm telling you,
I don't even know who this guy is.
211
00:10:17,583 --> 00:10:20,083
His name is Ghost.
He's got a grudge against me.
212
00:10:20,083 --> 00:10:23,041
Which isn't good because he can manipulate
all forms of tech.
213
00:10:23,125 --> 00:10:25,291
Can even shut it down
by passing through it.
214
00:10:25,375 --> 00:10:28,417
Too bad we can't overpower his circuits
the way he did mine.
215
00:10:28,417 --> 00:10:29,625
That's not a bad idea.
216
00:10:29,709 --> 00:10:32,750
The Mark 50 has the ability
to control other suits remotely.
217
00:10:32,834 --> 00:10:36,792
But if I can reverse the signal
with an incoming charge...
218
00:10:41,291 --> 00:10:42,458
Good call, Spider-Man.
219
00:10:42,542 --> 00:10:44,250
Maybe I was wrong about you.
220
00:10:44,250 --> 00:10:45,375
You fools!
221
00:10:45,375 --> 00:10:48,667
All I needed from that suit
were the interconnectivity disks.
222
00:10:48,667 --> 00:10:50,917
Or maybe I spoke too soon.
223
00:10:51,625 --> 00:10:52,834
Since you don't seem to mind
224
00:10:52,834 --> 00:10:56,625
one man controlling all the tech
in the world, Mr. Stark,
225
00:10:56,875 --> 00:10:59,709
let's see how you feel
about one man controlling
226
00:10:59,709 --> 00:11:01,959
all the tech at your expo.
227
00:11:07,417 --> 00:11:09,625
Everyone, stay calm!
228
00:11:09,709 --> 00:11:13,583
Oz Academy Vulture Force, attack!
229
00:11:13,667 --> 00:11:17,000
Norman, no! He's extended
his reach with my interconnectivity disks!
230
00:11:17,000 --> 00:11:19,250
Suit's not responding to my commands.
231
00:11:20,083 --> 00:11:21,750
Whoa!
232
00:11:21,834 --> 00:11:24,625
He's gained control
of everything tech based!
233
00:11:25,750 --> 00:11:27,417
Take down what you can!
234
00:11:28,917 --> 00:11:30,333
MAN 1: Aah!
MAN 2: Unh.
235
00:11:30,417 --> 00:11:31,750
No! No, no, no!
236
00:11:31,834 --> 00:11:33,750
Otto, get those arms off!
237
00:11:34,500 --> 00:11:37,166
Unh! I can't! They're stuck!
238
00:11:38,834 --> 00:11:41,291
We've got to retrieve those disks.
239
00:11:41,375 --> 00:11:42,417
No problem.
240
00:11:42,417 --> 00:11:44,750
Just gotta keep my eyes on the prize.
241
00:11:45,250 --> 00:11:46,875
Aah! Unh.
242
00:11:46,959 --> 00:11:50,125
He's controlling the optic lenses
in my mask!
243
00:11:50,125 --> 00:11:52,041
Unh. Spider-Man, what are you doing?
244
00:11:52,125 --> 00:11:53,583
Sorry. Lenses going haywire.
245
00:11:53,667 --> 00:11:55,625
He engaged my night vision goggles!
246
00:11:55,709 --> 00:11:58,417
Tech is your enemy now, Iron Man.
247
00:11:58,417 --> 00:12:00,583
Why not take that armor off?
248
00:12:00,667 --> 00:12:03,125
I'd love a shot at your arc reactor.
249
00:12:03,125 --> 00:12:05,208
Not a chance!
250
00:12:05,208 --> 00:12:10,000
Then experience what it feels like
to have no control!
251
00:12:10,000 --> 00:12:11,709
My solar flares are charging.
252
00:12:11,709 --> 00:12:14,208
They're what? Aah!
253
00:12:14,208 --> 00:12:16,125
I can't see!
254
00:12:16,583 --> 00:12:18,583
Spider-Man,
grab him before he can-- Whoa!
255
00:12:18,667 --> 00:12:20,542
Lenses enhanced the glare.
256
00:12:20,542 --> 00:12:21,750
I've got him, Spidey!
257
00:12:22,834 --> 00:12:25,750
Watch out! He has control of my arms!
258
00:12:27,667 --> 00:12:29,834
Oh, thank you, Spider-Man.
259
00:12:29,834 --> 00:12:31,959
- Harry?
- Get to safety, Max!
260
00:12:32,041 --> 00:12:33,500
But where's Spider-Man?
261
00:12:33,500 --> 00:12:34,709
Still can't see!
262
00:12:34,709 --> 00:12:36,625
Iron Man, I've hacked into your frequency.
263
00:12:36,709 --> 00:12:38,709
We need to work together
if we're going to stop Ghost.
264
00:12:38,709 --> 00:12:40,709
Agreed. I'll be your eyes.
265
00:12:40,709 --> 00:12:43,417
He's at your 9:00. Hit him now!
266
00:12:45,083 --> 00:12:47,083
You'll regret that!
267
00:12:47,834 --> 00:12:50,083
Whoa!
- That was just the break we needed.
268
00:12:50,083 --> 00:12:52,250
Plus, my eyesight's coming back.
269
00:12:52,250 --> 00:12:53,875
Get me closer to those kids!
270
00:12:54,625 --> 00:12:56,041
Grab my hand.
271
00:12:56,125 --> 00:12:58,208
I'm sorry. That wasn't what--
272
00:12:58,208 --> 00:13:00,500
He's in control of my armor again!
273
00:13:06,625 --> 00:13:08,625
It won't stop attacking!
274
00:13:08,709 --> 00:13:10,208
Look out!
275
00:13:11,375 --> 00:13:12,375
Got it!
276
00:13:12,375 --> 00:13:14,834
That ghost can't control it
if it doesn't have power.
277
00:13:14,834 --> 00:13:15,917
Good move.
278
00:13:15,917 --> 00:13:17,792
Have to rely on things
he can't manipulate,
279
00:13:17,792 --> 00:13:20,041
like my Spider-Sense!
280
00:13:20,125 --> 00:13:21,166
Iron Man?
281
00:13:22,667 --> 00:13:25,750
Sorry, kid, I'm not in control.
Only have one way to stop this.
282
00:13:25,834 --> 00:13:27,041
Eject!
283
00:13:27,125 --> 00:13:29,542
Unh.
- Finally.
284
00:13:29,709 --> 00:13:33,834
- Let's get to the heart of the matter.
- Aah!
285
00:13:33,834 --> 00:13:35,625
My arc reactor!
286
00:13:35,709 --> 00:13:37,083
Iron Man!
287
00:13:37,083 --> 00:13:40,125
Have to break Ghost's control of Iron Man
before he kills him!
288
00:13:40,333 --> 00:13:42,667
But everything in this place is tech.
289
00:13:43,291 --> 00:13:44,917
Almost everything.
290
00:13:45,625 --> 00:13:48,750
After it took over my mind,
I swore I'd never put this thing on again.
291
00:13:50,125 --> 00:13:52,667
Unh. Spider-Man...
292
00:13:52,667 --> 00:13:54,583
But Tony's life is at stake.
293
00:14:00,667 --> 00:14:02,333
No. It is alive.
294
00:14:10,333 --> 00:14:13,750
Time to finish you once and for all,
Spider-Man.
295
00:14:13,834 --> 00:14:15,709
Unh. Spider-Man...
296
00:14:17,291 --> 00:14:19,750
Unh. If this isn't an ad
for going organic,
297
00:14:19,834 --> 00:14:21,083
I don't know what is.
298
00:14:33,583 --> 00:14:35,041
How's it--?
299
00:14:35,125 --> 00:14:37,583
I have control over everything!
300
00:14:37,667 --> 00:14:39,291
Everything tech based.
301
00:14:41,417 --> 00:14:46,083
And that's all I need to destroy you.
302
00:14:46,083 --> 00:14:48,250
My Sonic Scream's been activated!
303
00:14:51,709 --> 00:14:53,500
Stop it!
304
00:14:53,500 --> 00:14:55,583
Symbiote coming apart!
305
00:14:55,667 --> 00:14:59,917
So something does affect you.
306
00:15:04,583 --> 00:15:07,917
So much for your Symbiote!
307
00:15:10,834 --> 00:15:12,250
What?
308
00:15:17,083 --> 00:15:23,041
How? Let's just say that when you push
people too far, they get enraged.
309
00:15:23,125 --> 00:15:24,709
And rage is a powerful...
310
00:15:26,667 --> 00:15:28,208
motivator.
311
00:15:28,208 --> 00:15:31,166
Give up these disks now.
312
00:15:32,250 --> 00:15:33,750
Ow!
313
00:15:35,500 --> 00:15:38,375
And one more thing. Apologize!
314
00:15:40,250 --> 00:15:42,291
Spider-Man, stop!
315
00:15:42,375 --> 00:15:44,417
Let security take it from here.
316
00:15:44,417 --> 00:15:45,500
Aww!
317
00:15:45,500 --> 00:15:48,291
You ruined my big finish, T.S.
Aah!
318
00:15:48,375 --> 00:15:51,792
Spider-Man,
you need to take that suit off right now.
319
00:15:51,792 --> 00:15:53,375
It's alive.
320
00:15:53,375 --> 00:15:54,625
Alive?
321
00:15:54,709 --> 00:15:57,417
I thought you wanted it to become
an element on the periodic table?
322
00:15:57,417 --> 00:15:58,917
I did.
323
00:15:59,542 --> 00:16:04,291
I was caught up in the glory of it all,
but now I know it's not safe.
324
00:16:04,375 --> 00:16:06,875
Maybe you're just not the right person
to control it.
325
00:16:07,542 --> 00:16:09,417
Maybe it takes someone awesome.
326
00:16:09,417 --> 00:16:12,917
Spider-Man,
when Ghost was an employee of mine,
327
00:16:12,917 --> 00:16:15,291
he did have incredible ideas,
328
00:16:15,375 --> 00:16:19,125
but I took them from him
because he lost sight of their impact.
329
00:16:19,125 --> 00:16:21,667
He wasn't acting responsibly.
330
00:16:21,667 --> 00:16:25,542
And I have to wonder
if you're heading into similar territory.
331
00:16:25,959 --> 00:16:27,583
Changing your suit is one thing,
332
00:16:27,667 --> 00:16:30,291
but changing your moral compass
is another.
333
00:16:30,625 --> 00:16:33,458
You're right.
I've gotta get this thing off.
334
00:16:34,625 --> 00:16:36,000
But I can't do it alone,
335
00:16:36,000 --> 00:16:39,333
and with the Sonic Scream devices
destroyed, I don't know how.
336
00:16:39,875 --> 00:16:41,750
Let me take a crack at it, Spidey.
337
00:16:41,834 --> 00:16:43,333
I can pull it off.
338
00:16:43,417 --> 00:16:46,583
I appreciate the gesture,
but it'll take more than just you.
339
00:16:46,667 --> 00:16:50,458
Why don't we do it together?
340
00:16:50,542 --> 00:16:52,625
If I've learned anything on the Avengers,
341
00:16:52,709 --> 00:16:55,625
it's that we're at our strongest
as a team.
342
00:16:57,542 --> 00:16:59,875
Who's ready to Assemble?
343
00:16:59,959 --> 00:17:01,500
Yeah, let's do this!
344
00:17:03,333 --> 00:17:04,875
Ready? Pull!
345
00:17:13,542 --> 00:17:14,542
Huh?
346
00:17:16,000 --> 00:17:18,959
That thing just gave me the evil eye.
347
00:17:22,583 --> 00:17:24,667
It's loose! Huh?
348
00:17:24,667 --> 00:17:26,750
Get clear!
349
00:17:28,750 --> 00:17:29,750
Everyone get back!
350
00:17:29,834 --> 00:17:30,959
I got it!
351
00:17:32,375 --> 00:17:35,083
Ahh. Good to be in control again.
352
00:17:37,667 --> 00:17:39,166
Nice teamwork, everyone.
353
00:17:39,250 --> 00:17:42,875
Hey, anything to help out Spider-Man?
354
00:17:44,583 --> 00:17:46,375
What--? He's just leaving?
355
00:17:46,375 --> 00:17:48,000
Sir, should we pursue him?
356
00:17:48,000 --> 00:17:50,625
No. Let him go.
357
00:17:53,000 --> 00:17:55,083
Nice assist, Otto.
358
00:17:55,083 --> 00:17:56,208
Thank you, Max.
359
00:17:56,208 --> 00:17:59,542
And I'm sorry about attacking you before.
360
00:17:59,875 --> 00:18:03,000
Once I've connected the arms
to the cerebral cortex
361
00:18:03,000 --> 00:18:04,500
and not a battery source,
362
00:18:04,500 --> 00:18:07,000
it won't ever be vulnerable
to hacking again.
363
00:18:07,000 --> 00:18:10,875
Otto, I don't think you should continue
working on those arms
364
00:18:10,959 --> 00:18:14,583
until I have a better understanding
of their advanced capability.
365
00:18:14,667 --> 00:18:16,834
What? Why?
I know enough to complete--
366
00:18:16,834 --> 00:18:17,959
I'm sorry, Otto.
367
00:18:18,041 --> 00:18:20,917
Either you continue your research
at a pace I'm comfortable with,
368
00:18:21,583 --> 00:18:22,959
or I'm pulling your funding.
369
00:18:23,417 --> 00:18:26,125
Your school, your rules.
370
00:18:26,417 --> 00:18:28,000
Have it your way.
371
00:18:28,583 --> 00:18:30,083
Peter, where have you been?
372
00:18:30,083 --> 00:18:33,417
I, uh, got trapped
underneath some of that debris.
373
00:18:34,125 --> 00:18:36,125
Well, I'm glad you're okay.
374
00:18:36,125 --> 00:18:39,333
Look, I wanted to apologize for earlier.
375
00:18:39,959 --> 00:18:42,667
You were right and I was wrong.
376
00:18:42,959 --> 00:18:44,125
And to make it up to you,
377
00:18:44,125 --> 00:18:47,709
I'm lifting your punishment
for taking the V-252 in the first place.
378
00:18:48,500 --> 00:18:49,750
Your work here at the expo
379
00:18:49,834 --> 00:18:51,875
will be reflected in your overall grade. Ahh.
380
00:18:51,959 --> 00:18:53,125
Thank you, Max.
381
00:18:53,125 --> 00:18:57,625
Hey, speaking of grades,
who is the winner of the expo anyway?
382
00:18:57,792 --> 00:19:00,542
Good question.
Mr. Stark, who gets the prize?
383
00:19:00,542 --> 00:19:03,458
Well, considering it is the only thing
still standing,
384
00:19:03,542 --> 00:19:05,333
I guess the winner is...
385
00:19:06,166 --> 00:19:08,709
Flash Thompson's papier-mâché volcano.
386
00:19:08,709 --> 00:19:10,500
Yeah!
387
00:19:10,500 --> 00:19:13,792
In your face, eggheads! Oh, yeah!
Ahem.
388
00:19:15,959 --> 00:19:20,792
I mean, um, I humbly accept
this great honor.
389
00:19:20,792 --> 00:19:22,542
Oh, yeah. Heh.
390
00:19:25,875 --> 00:19:28,083
- Well done.
- Hey, great job, Flash.
391
00:19:28,083 --> 00:19:29,333
Way to go, Flash!
392
00:19:29,417 --> 00:19:31,250
What a waste.
393
00:19:31,750 --> 00:19:33,083
Dad...
394
00:19:33,458 --> 00:19:37,875
I'm sorry I overreacted
when you said I couldn't enter my glider.
395
00:19:37,959 --> 00:19:41,375
If I had, it would have been destroyed
along with everything else.
396
00:19:41,583 --> 00:19:43,667
Maybe it is meant for greater things.
397
00:19:43,667 --> 00:19:46,500
Then we didn't lose here today
after all, Harry.
398
00:19:46,792 --> 00:19:49,291
We gained something even more valuable.
399
00:19:50,667 --> 00:19:52,000
Clarity.
400
00:19:52,709 --> 00:19:55,917
Max, I'm taking this substance
back to Avengers Compound.
401
00:19:55,917 --> 00:19:59,208
Something this powerful
needs to be under secure lock and key.
402
00:19:59,208 --> 00:20:01,542
Huh. No argument here.
403
00:20:01,542 --> 00:20:03,667
Mr. Parker, it was a pleasure to meet you.
404
00:20:03,667 --> 00:20:05,542
Max says you have a lot of potential,
405
00:20:05,542 --> 00:20:07,500
and as always, I believe him.
406
00:20:07,500 --> 00:20:09,917
Thanks.
407
00:20:10,041 --> 00:20:12,166
I wish I was a gooey, black substance.
408
00:20:12,250 --> 00:20:14,542
I could go back
to Avengers Compound with you.
409
00:20:15,041 --> 00:20:16,875
Yeah, I'm gonna leave now.
410
00:20:17,959 --> 00:20:21,208
Oh! I meant to get his autograph!
411
00:20:21,542 --> 00:20:24,917
Really? You don't think
one awkward moment is enough?
412
00:20:27,750 --> 00:20:31,125
That is quite an impressive contraption
you have there.
413
00:20:31,125 --> 00:20:33,667
Huh. Yeah.
414
00:20:33,667 --> 00:20:35,417
A lot of good it'll do me.
415
00:20:35,417 --> 00:20:37,500
Well, I happen to know
where you might find
416
00:20:37,500 --> 00:20:38,834
some additional funding,
417
00:20:38,834 --> 00:20:40,583
if needed.
418
00:20:41,625 --> 00:20:42,750
Mr. Stark!
419
00:20:44,417 --> 00:20:45,959
I meant to ask.
420
00:20:46,041 --> 00:20:48,834
Could you autograph my expo program?
421
00:20:48,834 --> 00:20:50,250
Sure, kid.
422
00:20:50,250 --> 00:20:52,667
Too bad Spider-Man ran off so fast.
423
00:20:52,667 --> 00:20:55,875
You could've gotten the autograph
of two heroes instead of one.
424
00:20:55,959 --> 00:20:58,917
You really think Spider-Man's a hero?
425
00:20:59,500 --> 00:21:00,917
I think he's on his way.
426
00:21:00,917 --> 00:21:03,250
He just needs some guidance.
427
00:21:03,542 --> 00:21:06,125
You know how it is,
you've got Max as your mentor.
428
00:21:06,125 --> 00:21:10,709
I'd like to think Spider-Man knows
he can call on Iron Man in the same way.
429
00:21:10,709 --> 00:21:12,917
I'm sure he does.
430
00:21:12,917 --> 00:21:15,625
Well, keep up those studies.
431
00:21:15,709 --> 00:21:18,458
And, uh, lift a barbell or something,
will you?
432
00:21:18,542 --> 00:21:20,875
I can't be the only science stud
around here.
433
00:21:21,166 --> 00:21:23,625
Will do.
434
00:21:26,709 --> 00:21:28,792
"To Paul"?
435
00:21:28,792 --> 00:21:31,750
Aah! It's Peter!
32150
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