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1
00:00:04,208 --> 00:00:05,417
Web shooters.
2
00:00:06,166 --> 00:00:07,583
Proportionate strength of a spider.
3
00:00:07,667 --> 00:00:11,166
And it still takes me just as long
to organize this place as anyone else.
4
00:00:11,750 --> 00:00:12,834
Who knew science was so messy?
5
00:00:12,834 --> 00:00:14,834
He shoots, he...
6
00:00:16,792 --> 00:00:19,000
Hits his teacher with a dirty rag.
7
00:00:19,000 --> 00:00:20,375
Sorry, Max.
8
00:00:20,375 --> 00:00:22,250
It's quite all right, Peter.
9
00:00:22,834 --> 00:00:25,250
I'm just happy to see you
balancing out your science work
10
00:00:25,375 --> 00:00:27,125
with a little athleticism.
11
00:00:27,125 --> 00:00:29,875
I make room when I can. Speaking of which,
12
00:00:29,959 --> 00:00:33,542
since Tony Stark took the V-252
back to the Avengers Compound,
13
00:00:33,542 --> 00:00:35,792
do you want me to put
its container in storage?
14
00:00:35,792 --> 00:00:36,875
No, that's okay.
15
00:00:36,959 --> 00:00:38,291
It's really no bother.
16
00:00:39,000 --> 00:00:40,542
In fact, we'll have more room for--
17
00:00:40,542 --> 00:00:43,000
I said no, Peter. I, uh--
18
00:00:43,583 --> 00:00:46,417
I like it there. Sort of reminds me
of what could've been.
19
00:00:47,000 --> 00:00:49,834
Oh, I get it. Sorry, Max.
20
00:00:49,834 --> 00:00:52,709
No worries. In fact,
why don't you head home?
21
00:00:52,709 --> 00:00:54,875
You can come in early
and finish up in the morning.
22
00:00:55,458 --> 00:00:59,458
I can't. I promised Flash Thompson
I'd tutor him before school tomorrow.
23
00:00:59,542 --> 00:01:03,667
Flash Thompson?
The Midtown lad who won the Stark Expo?
24
00:01:03,667 --> 00:01:06,500
Don't remind me. Flash got lucky.
25
00:01:06,500 --> 00:01:08,000
And I'll have my work cut out for me
26
00:01:08,000 --> 00:01:10,125
if I'm going to teach him
anything about science.
27
00:01:10,125 --> 00:01:13,333
People can surprise you, Peter.
You're a perfect example.
28
00:01:13,417 --> 00:01:15,667
I never would've thought
you'd agree to tutor the boy
29
00:01:15,667 --> 00:01:17,875
who caused you so much grief at Midtown.
30
00:01:17,959 --> 00:01:22,041
Well, he did something I didn't expect.
He asked for my help.
31
00:01:22,125 --> 00:01:26,166
See? He's off to a good start.
And he's quite the football star.
32
00:01:26,750 --> 00:01:29,333
I'm looking forward
to seeing him play this weekend.
33
00:01:29,417 --> 00:01:32,709
Tell you what.
Let's call it a night anyway.
34
00:01:32,709 --> 00:01:34,500
I can straighten
these things up on my own.
35
00:01:34,500 --> 00:01:37,500
You sure? Thanks, Max.
36
00:01:39,166 --> 00:01:40,792
Oh, yeah!
37
00:01:40,792 --> 00:01:43,834
Getting out earlier than expected
and not a mugger in sight.
38
00:01:43,834 --> 00:01:46,000
I might actually get a good night's sleep
for a change.
39
00:01:46,000 --> 00:01:48,792
Whoo-hoo-hoo-- Ah! Unh!
40
00:01:49,542 --> 00:01:53,333
Uh, hello, spider-sense?
41
00:01:53,417 --> 00:01:55,583
Let me know the next time
you're gonna take a vacation.
42
00:01:55,667 --> 00:01:59,208
I don't like being caught off guard by...
43
00:01:59,208 --> 00:02:01,583
Is that the black suit?
44
00:02:01,667 --> 00:02:03,917
Is that my black suit?
45
00:02:06,375 --> 00:02:09,041
And all this time,
I thought black was slimming.
46
00:02:21,417 --> 00:02:23,750
So this is what it was like
to fight me in this costume?
47
00:02:25,667 --> 00:02:29,542
Well, a larger,
more monstrous version of me
48
00:02:29,542 --> 00:02:32,834
who's clearly taken the V-252
to a much darker place.
49
00:02:37,125 --> 00:02:43,458
Because from that wet, gnarly grin,
I'd say the "V" stood for "Venom!"
50
00:02:43,542 --> 00:02:47,583
Whoa! My spider-sense still isn't working!
Can it not sense the Symbiote?
51
00:02:48,667 --> 00:02:50,917
Either way, looks like I need to rely
on my other gifts.
52
00:02:52,250 --> 00:02:53,750
I don't mean bowling!
53
00:02:53,834 --> 00:02:56,834
Although...
54
00:02:56,834 --> 00:02:59,375
I'm still going for the strike!
55
00:03:01,000 --> 00:03:04,083
I know the V-252's securely
at Avengers Tower.
56
00:03:05,667 --> 00:03:07,750
So are you another one?
57
00:03:09,291 --> 00:03:12,041
Because it seems unlikely
it could've escaped, unless--
58
00:03:12,125 --> 00:03:14,417
Unless it bonded with Tony
before he could contain it.
59
00:03:14,417 --> 00:03:17,041
Mr. Stark, is that you?
60
00:03:17,125 --> 00:03:20,041
If it is, you should know
you're really stretching out my suit.
61
00:03:21,125 --> 00:03:23,458
Unless you're just looking to see
who wore it best!
62
00:03:24,792 --> 00:03:28,709
In which case, let's just say I turned
a lot of heads wearing that thing.
63
00:03:29,625 --> 00:03:32,083
Not like Tony to put people
in harm's way.
64
00:03:33,250 --> 00:03:36,583
But I have to remember the suit made me do
a lot of things I didn't want to either.
65
00:03:38,834 --> 00:03:40,458
Like throwing a bus!
66
00:03:40,542 --> 00:03:42,375
Definitely wouldn't throw a bus!
67
00:03:50,417 --> 00:03:53,458
That's right. You don't like that, do you?
68
00:03:53,542 --> 00:03:56,709
Let's see what a cacophony
of car alarms sounds like.
69
00:04:01,208 --> 00:04:03,208
I was just showing off that
I knew what "cacophony" meant.
70
00:04:05,208 --> 00:04:07,291
And now he's gone.
71
00:04:10,041 --> 00:04:14,000
Guess there's only one way of knowing
if the Symbiote has taken over Tony Stark,
72
00:04:14,000 --> 00:04:16,125
and that's for Spidey to ask him directly.
73
00:04:17,417 --> 00:04:21,208
Tony, it's your old pal, Spidey.
74
00:04:21,208 --> 00:04:22,417
Too friendly.
75
00:04:22,417 --> 00:04:24,542
Mr. Stark, Spider-Man.
76
00:04:24,542 --> 00:04:27,208
Remember that V-252 you took?
77
00:04:27,208 --> 00:04:30,125
It didn't, by chance,
take over your mind, did it?
78
00:04:30,125 --> 00:04:31,750
Too direct.
79
00:04:33,000 --> 00:04:35,375
Mr. Stark, it's Spider-Man,
80
00:04:35,375 --> 00:04:40,166
and depending on how you answer
this question, you may need my help.
81
00:04:40,250 --> 00:04:43,041
Oh-ho-ho, that's good! That's good.
82
00:04:45,000 --> 00:04:46,083
Call Tony Stark.
83
00:04:46,083 --> 00:04:48,291
Leave a message.
84
00:04:48,375 --> 00:04:52,709
Uh, hi. This is Spider-Man
with a message for Tony Stark.
85
00:04:52,709 --> 00:04:57,750
Mr. Stark, depending on how you answer
this question, I may need your help.
86
00:04:57,834 --> 00:05:00,000
You may need your help! My help!
87
00:05:02,250 --> 00:05:03,500
Call me back, please.
88
00:05:04,542 --> 00:05:06,166
Real smooth, Parker.
89
00:05:08,959 --> 00:05:10,875
And mono ammonium phosphate
90
00:05:10,959 --> 00:05:13,542
is a compound that can separate the--
91
00:05:13,542 --> 00:05:14,667
Flash!
92
00:05:14,667 --> 00:05:16,000
Huh? What? What? What?
93
00:05:16,000 --> 00:05:18,709
You're the one who asked me here,
remember?
94
00:05:18,709 --> 00:05:22,208
Now, do you wanna learn about the exciting
world of chemical compounds, or not?
95
00:05:22,208 --> 00:05:25,500
To be honest, Parker, I could care less.
96
00:05:25,500 --> 00:05:27,667
But my grades are down,
and Mr. Salerno says
97
00:05:27,667 --> 00:05:31,291
if I don't pass tomorrow's science exam,
I can't play in the big game this weekend.
98
00:05:32,125 --> 00:05:36,500
So? I'm not the biggest sports fan,
but won't there be other games?
99
00:05:37,125 --> 00:05:38,208
Are you kidding me?
100
00:05:38,208 --> 00:05:41,583
This game is against our biggest rival,
Truman High.
101
00:05:41,667 --> 00:05:45,583
And I may not be much in the classroom,
but I am the king of the football field!
102
00:05:49,125 --> 00:05:52,500
A nerd like you couldn't understand
the pressures of being a hero.
103
00:05:52,500 --> 00:05:54,959
A hero? Yeah, right.
104
00:05:55,041 --> 00:05:56,542
Well, well, well!
105
00:05:56,542 --> 00:05:59,750
If it isn't Flash-In-The-Pan Thompson!
106
00:05:59,834 --> 00:06:01,792
Kevin Wyatt.
107
00:06:01,792 --> 00:06:05,500
I forgot Truman High's quarter-hack
has family in this neighborhood.
108
00:06:05,500 --> 00:06:09,000
- What do you want?
- I wanna see you eat turf this weekend.
109
00:06:09,000 --> 00:06:10,583
But rumor has it,
110
00:06:10,667 --> 00:06:14,083
you won't be able to play
because your grades are no good.
111
00:06:17,208 --> 00:06:21,959
Keep it up, and you won't be able to play
because your legs are no good!
112
00:06:22,041 --> 00:06:25,166
Flash, getting in a fight
isn't going to solve anything.
113
00:06:25,250 --> 00:06:28,208
Better listen to your nerd buddy, Thompson.
114
00:06:29,375 --> 00:06:31,250
Nicely played, Flash.
115
00:06:31,250 --> 00:06:34,458
If you really wanna stick it to him,
ace this test.
116
00:06:34,542 --> 00:06:36,500
Then you can settle your argument
on the field.
117
00:06:37,083 --> 00:06:39,417
You really think I can pass, tiny tutor?
118
00:06:39,417 --> 00:06:41,792
Is an amoeba a single-celled organism?
119
00:06:41,792 --> 00:06:43,417
Huh? I don't know!
120
00:06:49,125 --> 00:06:51,709
Still no word from Tony. That's not good.
121
00:06:52,375 --> 00:06:55,125
Because if the Symbiote was looking
for a host like its original,
122
00:06:55,792 --> 00:06:58,917
Tony and I are both smart,
we're both superheroes,
123
00:06:58,917 --> 00:07:01,959
and we were both
in close contact with the V-252.
124
00:07:02,041 --> 00:07:03,041
Peter.
125
00:07:03,709 --> 00:07:05,834
Didn't mean to startle you.
I just saw your--
126
00:07:06,917 --> 00:07:08,375
your door open.
127
00:07:08,375 --> 00:07:10,208
That's all right.
128
00:07:10,208 --> 00:07:12,542
You okay, Max? You look tired.
129
00:07:12,542 --> 00:07:14,834
Oh, I've been working late most nights.
130
00:07:14,834 --> 00:07:16,667
It's probably just catching up with me.
131
00:07:16,667 --> 00:07:17,750
What are you busy with?
132
00:07:17,834 --> 00:07:20,792
Well, I'm devising a way
to track the V-252.
133
00:07:20,792 --> 00:07:23,041
Why? We know exactly where it is.
134
00:07:23,125 --> 00:07:25,041
Tony took it to Avengers Compound,
remember?
135
00:07:25,125 --> 00:07:29,875
Yeah, but Spider-Man told me
he thought he saw it last night,
136
00:07:29,959 --> 00:07:32,000
and I started to wonder.
137
00:07:32,000 --> 00:07:34,125
What if the Symbiote
bonded with Mr. Stark?
138
00:07:34,834 --> 00:07:37,375
Hmm. That could be catastrophic.
139
00:07:38,417 --> 00:07:40,000
Fortunately, I know for a fact
140
00:07:40,000 --> 00:07:42,875
that Tony is off-planet with the Avengers
on a secret mission.
141
00:07:42,959 --> 00:07:44,458
Really? Heh.
142
00:07:44,542 --> 00:07:46,875
That's a relief. I think.
143
00:07:47,709 --> 00:07:48,792
What do you mean?
144
00:07:48,792 --> 00:07:51,959
Well, that means it's not Tony.
But it's still out there.
145
00:07:52,542 --> 00:07:55,917
And Spider-Man says his spider-sense
is useless against it.
146
00:07:55,917 --> 00:07:58,709
Which is why I'm working
on a way to track it.
147
00:07:58,709 --> 00:08:00,792
Didn't you say once
that the Symbiote gave off
148
00:08:00,792 --> 00:08:03,333
a unique quantum oscillation
of 35 gigahertz?
149
00:08:03,417 --> 00:08:05,917
It was actually 38 gigahertz.
150
00:08:05,917 --> 00:08:10,083
But I really don't want you
getting involved in this, Peter.
151
00:08:10,083 --> 00:08:11,625
Promise me,
152
00:08:11,709 --> 00:08:14,542
you'll leave the dangerous stuff
to the superheroes.
153
00:08:14,542 --> 00:08:16,041
You have my word.
154
00:08:18,208 --> 00:08:22,583
Technically, I wasn't lying to Max,
since I am a superhero,
155
00:08:22,667 --> 00:08:24,125
but I still don't feel good about it.
156
00:08:24,917 --> 00:08:26,792
Fortunately, the data he gave me
comes in handy.
157
00:08:27,917 --> 00:08:28,959
There!
158
00:08:29,041 --> 00:08:34,709
Instead of a GPS, I've made myself a
Venom Positioning System.
159
00:08:34,709 --> 00:08:36,750
Let's get started.
160
00:08:36,834 --> 00:08:37,959
After you.
161
00:08:39,417 --> 00:08:42,959
Venom Symbiote detected.
Turn right on Broadway.
162
00:08:43,041 --> 00:08:46,834
Yes! Once again,
science gets the upper hand!
163
00:08:48,667 --> 00:08:50,875
And with the sonic blaster
attached to my glove,
164
00:08:50,959 --> 00:08:53,375
that hand is gonna feel like a fist.
165
00:08:53,375 --> 00:08:56,250
Swing left at 47th Street.
166
00:09:03,000 --> 00:09:04,417
Okay, Venom.
167
00:09:04,417 --> 00:09:07,208
Let's see how you feel when someone
sneaks up on you undetected.
168
00:09:07,208 --> 00:09:09,083
- Arriving at your destination.
- Huh?
169
00:09:09,083 --> 00:09:10,625
Oh, come on!
170
00:09:11,834 --> 00:09:13,166
You ruined my surpri--
171
00:09:17,959 --> 00:09:19,250
Everybody, get to safety!
172
00:09:19,250 --> 00:09:21,041
And while you're at it, cover your ears!
173
00:09:28,000 --> 00:09:31,500
He's neutralizing the sonic blasts
with the lead in those manhole covers!
174
00:09:34,417 --> 00:09:36,083
My sonic blaster!
175
00:09:42,709 --> 00:09:44,333
Venom approaching.
176
00:09:44,417 --> 00:09:46,125
Tell me something I don't know!
177
00:09:48,667 --> 00:09:51,083
Phone, call Max's fax machine!
178
00:09:51,083 --> 00:09:52,166
Dialing.
179
00:09:59,375 --> 00:10:02,291
Thank goodness for dated technology.
180
00:10:03,375 --> 00:10:04,583
Where did he go?
181
00:10:06,709 --> 00:10:09,709
Gone. And it looks like
the VPS was damaged in the fight.
182
00:10:10,417 --> 00:10:12,000
Based on that move
with the manhole covers,
183
00:10:12,000 --> 00:10:14,208
I wasn't wrong about Venom
being somewhat smart.
184
00:10:14,208 --> 00:10:18,834
But with Tony Stark off the suspect list,
who's another person that fits the bill?
185
00:10:18,834 --> 00:10:21,959
Everyone at Horizon High
has had access to the V-252.
186
00:10:22,041 --> 00:10:23,959
Gwen, Anya...
187
00:10:24,041 --> 00:10:26,417
Miles has powers similar to mine.
188
00:10:26,417 --> 00:10:28,959
He doesn't quite match Venom's size.
189
00:10:29,041 --> 00:10:32,125
Maybe Max can give me a list
of all the people who worked on it.
190
00:10:32,125 --> 00:10:34,542
Wait a minute. What about Max?
191
00:10:35,291 --> 00:10:36,959
He's had the most exposure to it.
192
00:10:37,041 --> 00:10:38,750
He's certainly smart enough.
193
00:10:38,834 --> 00:10:41,250
Not to mention he's a pretty big guy.
194
00:10:41,250 --> 00:10:42,792
This needs some looking into.
195
00:10:46,417 --> 00:10:48,667
I won't be able to snoop around Max's lab
196
00:10:48,667 --> 00:10:50,583
until he leaves for the day.
197
00:10:50,667 --> 00:10:52,291
So it's a good time to check in
on Flash at Midtown--
198
00:10:52,375 --> 00:10:55,417
Nerd alert!
Puny Parker in the house!
199
00:10:57,667 --> 00:11:01,458
Sorry, tiny tutor.
Gotta keep up appearances, you know?
200
00:11:01,542 --> 00:11:03,166
What's going on here?
201
00:11:03,250 --> 00:11:06,709
Flash, I've told you a hundred times
not to--
202
00:11:06,709 --> 00:11:09,041
Peter Parker, is that you?
203
00:11:09,125 --> 00:11:11,792
It is, Mr. Salerno. How have you been?
204
00:11:12,250 --> 00:11:13,792
Well, I've been better, Peter.
205
00:11:13,792 --> 00:11:15,875
Ouch! I can see that.
206
00:11:15,959 --> 00:11:17,959
What I mean is, I'm having a hard time
207
00:11:18,041 --> 00:11:20,959
losing good students like yourself
to Horizon High.
208
00:11:21,041 --> 00:11:24,375
In fact, I've been petitioning
to stop Max Modell from recruiting here.
209
00:11:24,375 --> 00:11:26,458
He's well aware of it, sir.
210
00:11:26,542 --> 00:11:30,291
And while I know it upsets him,
I understand your point too.
211
00:11:31,041 --> 00:11:32,875
But what I meant was,
what happened to your arm?
212
00:11:32,959 --> 00:11:34,208
Oh, that.
213
00:11:34,208 --> 00:11:36,959
Well, I was in a bus accident,
believe it or not.
214
00:11:37,041 --> 00:11:38,959
A strange creature attacked us.
215
00:11:39,875 --> 00:11:40,875
Really?
216
00:11:40,959 --> 00:11:43,000
But what brings you to Midtown?
217
00:11:43,000 --> 00:11:45,291
Not a need to be picked on by Flash,
I hope.
218
00:11:45,375 --> 00:11:46,417
Oh.
219
00:11:46,417 --> 00:11:48,834
No. I was tutoring Flash
for your big exam.
220
00:11:48,834 --> 00:11:54,667
I should've guessed,
because Flash passed with flying colors.
221
00:11:54,667 --> 00:11:56,125
I-- I did?
222
00:11:56,125 --> 00:11:57,583
He-- He did?
223
00:11:57,667 --> 00:11:59,625
Yes!
224
00:11:59,709 --> 00:12:03,333
Now you can see me kick Truman High's
butt tonight! Yeah!
225
00:12:03,417 --> 00:12:07,208
Oh, I-- I wasn't actually
planning on going to the game.
226
00:12:07,208 --> 00:12:09,458
I mean, I don't know if I can--
227
00:12:09,542 --> 00:12:12,291
Oh, you are so there, tiny tutor!
228
00:12:15,417 --> 00:12:18,083
I don't wanna believe
Max could actually be Venom.
229
00:12:18,083 --> 00:12:21,083
But that attack
on Mr. Salerno's a pretty big clue.
230
00:12:21,542 --> 00:12:22,667
Come to think of it,
231
00:12:22,667 --> 00:12:27,083
Max was overly concerned about keeping
the V-252 canister in his office.
232
00:12:27,834 --> 00:12:31,250
Luckily, he's gone for the day,
and I can check out its usage--
233
00:12:31,250 --> 00:12:33,041
Max! Heh.
234
00:12:33,125 --> 00:12:35,458
I thought you were going to the big game.
235
00:12:35,917 --> 00:12:37,083
I was hoping to,
236
00:12:37,083 --> 00:12:39,542
but it dawned on me
that with Sal Salerno petitioning
237
00:12:39,542 --> 00:12:42,083
to keep me from recruiting at Midtown,
238
00:12:42,083 --> 00:12:43,959
it might not be the best idea.
239
00:12:44,500 --> 00:12:46,083
Oh. I see.
240
00:12:46,083 --> 00:12:48,667
Oh. But you better run
if you're gonna make it on time.
241
00:12:48,667 --> 00:12:49,750
Yeah. Heh.
242
00:12:49,834 --> 00:12:50,959
I guess you're right.
243
00:12:55,041 --> 00:12:57,208
So much for seeing
if the canister's been in use.
244
00:12:57,709 --> 00:12:59,750
Although I guess
I could check its activity
245
00:12:59,834 --> 00:13:03,041
by logging in to Horizon's mainframe
with my tablet.
246
00:13:03,125 --> 00:13:04,291
Yeah. Why not?
247
00:13:04,375 --> 00:13:07,375
I'm sure people multitask at sports events
all the time, right?
248
00:13:11,291 --> 00:13:12,500
Excuse me.
249
00:13:14,625 --> 00:13:17,542
Do you know if the Wi-Fi password
is still "Ra-ra-sis-boom...
250
00:13:17,542 --> 00:13:19,542
Whoa!
251
00:13:19,542 --> 00:13:20,792
...bah"?
252
00:13:20,792 --> 00:13:23,291
Whoa!
253
00:13:23,375 --> 00:13:26,834
Tiny tutor! Hey, you made it.
Where's your foam finger?
254
00:13:26,834 --> 00:13:30,000
I, uh, must have left it at home.
255
00:13:33,125 --> 00:13:35,000
Get this crowd cheering, Mary Jane.
256
00:13:35,000 --> 00:13:37,834
Mary Jane? That's Mary Jane Watson?
257
00:13:37,834 --> 00:13:39,875
Yeah. She's the school mascot this year.
258
00:13:39,959 --> 00:13:42,417
Wow. Good for her. Go get them, tiger!
259
00:13:46,542 --> 00:13:51,250
Go, Tigers! Go, Tigers!
260
00:13:51,250 --> 00:13:52,333
Whoo.
261
00:13:52,875 --> 00:13:56,625
I'm beginning to understand why you felt
so much pressure, Flash. Are you nervous?
262
00:13:56,709 --> 00:13:58,375
I'm pumped!
263
00:13:58,417 --> 00:13:59,875
Gonna crush those guys!
264
00:13:59,959 --> 00:14:03,583
See? This is the way you show up
that Truman quarterback.
265
00:14:03,667 --> 00:14:05,542
It's about how you play,
not how you fight.
266
00:14:05,542 --> 00:14:07,959
Yeah? He's not playing tonight.
267
00:14:08,041 --> 00:14:11,792
Doofus claimed he got injured
when a monster attacked him in that café.
268
00:14:11,792 --> 00:14:15,667
Can you believe it? I mean, I get
that he's scared of me, but a monster?
269
00:14:15,667 --> 00:14:17,041
Please.
270
00:14:17,125 --> 00:14:19,250
I gotta go. See you after the game?
271
00:14:19,375 --> 00:14:20,583
Sure.
272
00:14:20,667 --> 00:14:21,834
And good luck.
273
00:14:21,834 --> 00:14:23,000
If Max is Venom,
274
00:14:23,000 --> 00:14:25,834
then why would he go after a teenager
like Wyatt?
275
00:14:26,917 --> 00:14:29,834
Unless Wyatt is one of the people
who signed Salerno's petition.
276
00:14:31,041 --> 00:14:33,625
Nope. Kevin Wyatt isn't listed.
277
00:14:34,166 --> 00:14:37,583
Think, Pete.
Why would Venom go after a quarterback?
278
00:14:37,667 --> 00:14:39,000
You're going down!
279
00:14:39,000 --> 00:14:40,417
Wait a minute.
280
00:14:40,417 --> 00:14:45,166
Keep it up, and you won't be able to play
because your legs are no good!
281
00:14:46,000 --> 00:14:48,625
Mr. Salerno says
if I don't pass tomorrow's science exam,
282
00:14:48,709 --> 00:14:50,834
I can't play in the big game this weekend.
283
00:14:51,458 --> 00:14:53,834
Could it be Flash?
284
00:14:54,917 --> 00:14:57,333
But the only time
Flash was ever near the Symbiote
285
00:14:57,417 --> 00:14:59,875
was at the Stark Expo!
286
00:15:03,250 --> 00:15:05,083
Gotta find footage of the expo.
287
00:15:05,083 --> 00:15:07,625
I know he helped get it off me,
but could it have--
288
00:15:07,709 --> 00:15:09,500
There's Flash, and there's the...
289
00:15:16,041 --> 00:15:17,625
Oh, no!
290
00:15:22,375 --> 00:15:23,750
Flash Thompson...
291
00:15:26,250 --> 00:15:27,542
...is Venom.
292
00:15:29,333 --> 00:15:31,750
So it was Flash the whole time?
293
00:15:31,834 --> 00:15:33,917
I can't believe
I didn't figure this out sooner.
294
00:15:34,583 --> 00:15:37,250
I was so distracted by the idea
that Venom had to be someone smart
295
00:15:37,250 --> 00:15:39,792
that I completely underestimated Flash.
296
00:15:41,166 --> 00:15:42,542
Everyone, stay calm!
297
00:15:43,291 --> 00:15:45,500
Flash, I know you're in there. Stand down!
298
00:15:48,250 --> 00:15:51,750
What's happening to me?
299
00:15:52,542 --> 00:15:54,834
Flash, it's the creature from the expo.
300
00:15:54,834 --> 00:15:56,667
It bonded with you
when you pulled it off me.
301
00:15:57,166 --> 00:15:58,166
You have to fight it!
302
00:15:58,250 --> 00:16:00,375
I'm...
303
00:16:01,208 --> 00:16:02,375
trying!
304
00:16:08,041 --> 00:16:10,750
Wait, wait, wait! Flag on the play!
305
00:16:15,792 --> 00:16:17,792
Unnecessary roughness.
306
00:16:17,792 --> 00:16:19,709
But I've got a better play.
307
00:16:22,542 --> 00:16:24,542
- Huh?
- What's going on?
308
00:16:25,125 --> 00:16:28,166
Looks like one can won't do the trick.
I need more volume.
309
00:16:28,750 --> 00:16:30,917
Let's hear some team spirit!
310
00:16:35,208 --> 00:16:36,208
Hit him full blast!
311
00:16:45,208 --> 00:16:46,417
Flash, you all right?
312
00:16:46,417 --> 00:16:47,917
Did I score?
313
00:16:47,917 --> 00:16:50,333
Let's just say
I think you're gonna be the MVP,
314
00:16:50,417 --> 00:16:51,959
Most Venomish Player.
315
00:16:52,542 --> 00:16:54,542
Although the competition is fierce.
316
00:16:58,959 --> 00:16:59,959
Uh-oh.
317
00:17:00,041 --> 00:17:03,542
Looks like all the air horns
got used up on you. Run!
318
00:17:06,792 --> 00:17:07,834
We need a plan.
319
00:17:09,041 --> 00:17:11,667
My tutor can help us. He's super smart.
320
00:17:11,667 --> 00:17:14,875
Yo! Parker! Where are you?
321
00:17:14,959 --> 00:17:17,625
If he is smart, he got out of here
when Team Venom showed up.
322
00:17:18,083 --> 00:17:20,125
I still need a way to separate
the Symbiote from these guys.
323
00:17:20,125 --> 00:17:22,750
I can rip it off them
like I did for you at the expo.
324
00:17:22,834 --> 00:17:25,750
There's too many of them.
Plus, we don't want you touching it again.
325
00:17:26,834 --> 00:17:28,500
We need something
that will force the Symbiote
326
00:17:28,500 --> 00:17:30,250
to separate from the players on its own.
327
00:17:30,834 --> 00:17:32,667
Like a chemical catalyst.
328
00:17:35,000 --> 00:17:36,083
Oh.
329
00:17:36,083 --> 00:17:39,333
What about, uh, uh,
monoammonium phosphate?
330
00:17:39,417 --> 00:17:42,917
It's the stuff in fire extinguishers
that separates the oxygen from the fuel.
331
00:17:43,417 --> 00:17:45,625
It was one of the answers on my test.
332
00:17:46,208 --> 00:17:48,750
Thompson, you're a genius!
333
00:17:49,250 --> 00:17:52,875
But sadly, all I have are webs,
not fire extinguishers.
334
00:17:53,667 --> 00:17:54,834
Yeah. Not a big help.
335
00:17:54,834 --> 00:17:57,208
But the school has plenty of them.
336
00:17:57,208 --> 00:17:58,750
Then here's the play.
337
00:17:58,834 --> 00:18:00,834
I'll fake a distraction
and occupy the players.
338
00:18:00,834 --> 00:18:02,500
You head up the middle
and into the school,
339
00:18:02,500 --> 00:18:04,333
bringing back as many extinguishers
as you can.
340
00:18:04,417 --> 00:18:05,458
On it!
341
00:18:06,333 --> 00:18:09,208
Grass hut! Thatched hut! Tiki hut! Hike!
342
00:18:15,083 --> 00:18:17,250
♪ A Midtown win brings satisfaction ♪
343
00:18:17,250 --> 00:18:19,625
Even if it's a distraction ♪
344
00:18:20,750 --> 00:18:22,959
Uh-oh. Looks like a Spider blitz.
345
00:18:29,083 --> 00:18:30,083
Touchdown!
346
00:18:32,125 --> 00:18:33,291
Why so defensive?
347
00:18:34,250 --> 00:18:36,000
Get it? "Defensive"?
348
00:18:36,000 --> 00:18:38,500
Because you're all defensive linebackers.
349
00:18:38,917 --> 00:18:41,166
Don't worry.
I only know a few football terms.
350
00:18:41,250 --> 00:18:43,250
They're almost done.
351
00:18:43,625 --> 00:18:44,834
Yeah, baby!
352
00:18:45,667 --> 00:18:47,667
Flash cuts to the left. Then to the right.
353
00:18:49,291 --> 00:18:50,834
He's unstoppable!
354
00:18:52,542 --> 00:18:53,625
Ow!
355
00:18:53,709 --> 00:18:56,834
Huh.
Guess it's back to training camp, boys.
356
00:19:02,583 --> 00:19:04,750
Hope Flash makes it back
with those extinguishers.
357
00:19:04,834 --> 00:19:07,208
Or this is gonna be
a brutal halftime show.
358
00:19:12,959 --> 00:19:14,125
Spidey, go long!
359
00:19:14,125 --> 00:19:15,291
"Go long"?
360
00:19:15,375 --> 00:19:16,458
Oh, you mean "run"!
361
00:19:16,542 --> 00:19:19,291
And with a little luck-- Come on, Spidey.
Don't choke!
362
00:19:19,375 --> 00:19:21,959
Lots of people watching! Catch!
363
00:19:22,041 --> 00:19:23,375
Yes!
364
00:19:23,959 --> 00:19:26,166
I know this is not the way
fire extinguishers should ever be used,
365
00:19:26,250 --> 00:19:28,333
but this is a dire emergency
and lives are at stake,
366
00:19:28,417 --> 00:19:29,834
so we've got no choice.
367
00:19:38,083 --> 00:19:41,333
That's a first down!
Now we gotta take the rest down.
368
00:19:41,417 --> 00:19:43,834
Flash, spray them all.
It won't hurt the players, because--
369
00:19:43,834 --> 00:19:46,500
Because the chemicals
only affect the Symbiote,
370
00:19:46,500 --> 00:19:48,250
freezing it
without ever touching the players.
371
00:19:53,166 --> 00:19:54,875
Nerd!
372
00:19:54,959 --> 00:19:56,834
Don't lose any of it.
373
00:19:56,834 --> 00:19:59,333
Max? What are you doing here?
374
00:19:59,917 --> 00:20:03,291
I heard you stayed away
because of some petition.
375
00:20:03,750 --> 00:20:07,166
Well, I figure if you can't face
your opposition in a sports arena,
376
00:20:07,250 --> 00:20:08,709
where can you do it?
377
00:20:08,709 --> 00:20:12,583
But right now, we need to contain
the frozen pieces of the V-252,
378
00:20:12,667 --> 00:20:14,458
and my equipment is back at Horizon.
379
00:20:14,542 --> 00:20:16,125
I think I can lend a hand.
380
00:20:16,125 --> 00:20:19,542
These containers may not be as advanced
as your Horizon ones,
381
00:20:19,542 --> 00:20:21,125
but they should hold them for now.
382
00:20:21,667 --> 00:20:22,959
Thank you, Sal.
383
00:20:23,041 --> 00:20:25,792
If Midtown's equipment
is anything like its teachers,
384
00:20:25,792 --> 00:20:27,375
I'm sure it's top notch.
385
00:20:27,792 --> 00:20:30,625
And I'm sorry
if I've come across as inconsiderate.
386
00:20:30,709 --> 00:20:31,709
Maybe moving forward,
387
00:20:31,709 --> 00:20:35,083
I could recruit students
based on your recommendations.
388
00:20:35,709 --> 00:20:36,834
I'd like that, Max.
389
00:20:37,583 --> 00:20:38,959
Thank you.
390
00:20:39,041 --> 00:20:42,500
Hey! I just got a text from Tony Stark.
391
00:20:43,166 --> 00:20:47,000
"Sorry I didn't get back to you sooner.
I was in space.
392
00:20:47,000 --> 00:20:50,834
What. A. World. Huh.
393
00:20:51,542 --> 00:20:52,583
Call me back."
394
00:20:52,667 --> 00:20:54,208
No need to, Mr. Stark.
395
00:20:54,208 --> 00:20:56,834
Flash and Spidey were on the case.
396
00:21:01,375 --> 00:21:02,375
Hmm?
397
00:21:02,375 --> 00:21:04,291
Well, if it isn't Puny Parker.
398
00:21:04,375 --> 00:21:05,500
Come on, guys.
399
00:21:05,500 --> 00:21:07,250
I'm just returning
Mr. Salerno's equipment.
400
00:21:07,250 --> 00:21:09,250
Hey! No one messes with Parker.
401
00:21:09,250 --> 00:21:10,458
If it wasn't for him,
402
00:21:10,542 --> 00:21:13,250
I couldn't have saved
Spider-Man's neck, again!
403
00:21:14,250 --> 00:21:15,458
Whatever you say, Flash.
404
00:21:17,792 --> 00:21:19,875
Don't worry about them anymore,
tiny tutor.
405
00:21:19,959 --> 00:21:23,917
From now on, you and I are gonna be
like two peas in a paramecium.
406
00:21:24,542 --> 00:21:25,583
I mean, um--
407
00:21:25,667 --> 00:21:28,375
Flash, you're my hero.
408
00:21:28,375 --> 00:21:29,667
Noogie!
409
00:21:31,083 --> 00:21:32,166
Ow!
31432
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