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1
00:00:02,973 --> 00:00:04,740
[gasping]
Run.
2
00:00:04,775 --> 00:00:07,910
Make way for your friendly,
neighborhood Spider-Man.
3
00:00:07,945 --> 00:00:10,780
Sure, being
a superhero is hard work...
4
00:00:10,814 --> 00:00:12,899
fighting bad guys,
5
00:00:12,900 --> 00:00:14,984
saving the little guys,
6
00:00:15,018 --> 00:00:18,020
washing your costume once a month.
7
00:00:18,055 --> 00:00:19,956
Whether it needs it or not.
8
00:00:19,990 --> 00:00:24,694
I have to admit, it's a lot
easier when your partner is...
9
00:00:24,728 --> 00:00:28,831
The unstoppable Power Man.
With unbreakable skin.
10
00:00:28,866 --> 00:00:32,001
Of course, I'm not without
my own "caché of boom".
11
00:00:32,035 --> 00:00:33,769
Spidey, a little help here?
12
00:00:37,875 --> 00:00:39,909
Teamwork. The old one-two.
13
00:00:39,943 --> 00:00:41,711
How about the three-four?
14
00:00:41,745 --> 00:00:44,714
Looks like the FDNY's gonna need
some help with this camp fire.
15
00:00:44,748 --> 00:00:45,915
Camp fire?
16
00:00:45,949 --> 00:00:47,917
♪ And then my poor meatball ♪
17
00:00:47,951 --> 00:00:50,586
♪ rolled right out the door ♪
18
00:00:50,621 --> 00:00:51,921
Come on. Who's with me?
19
00:00:51,955 --> 00:00:53,022
Aah!
20
00:00:53,056 --> 00:00:54,657
Maybe not.
21
00:00:54,691 --> 00:00:56,926
But this really is just
like an overgrown camp fire.
22
00:00:56,960 --> 00:00:57,760
[rumbling]
23
00:00:57,794 --> 00:00:58,728
What is that?
24
00:01:02,566 --> 00:01:03,566
No worries, P.M.
25
00:01:03,600 --> 00:01:04,834
Leave this to your
friendly, neighborhood...
26
00:01:04,868 --> 00:01:05,701
- Ugh!
- Ugh!
27
00:01:08,705 --> 00:01:10,940
[groans]
28
00:01:10,974 --> 00:01:12,508
What was that?
29
00:01:12,543 --> 00:01:15,511
And how can something
so big move so fast?
30
00:01:15,546 --> 00:01:16,779
Gotta see what we're up against.
31
00:01:18,849 --> 00:01:21,784
Bad news. It's bigger,
tougher, and faster than you.
32
00:01:21,818 --> 00:01:25,688
But I'm bigger, tougher,
and faster than everything.
33
00:01:25,722 --> 00:01:27,723
- Ugh!
- Ugh!
34
00:01:30,827 --> 00:01:32,762
[growls]
35
00:01:32,796 --> 00:01:35,565
[roars]
36
00:01:35,599 --> 00:01:36,933
Now who's big and tough, huh?
37
00:01:36,967 --> 00:01:40,603
Me. The Rhino.
That's who.
38
00:01:40,637 --> 00:01:42,805
[laughs]
39
00:01:42,839 --> 00:01:46,909
Did we just get bullied
by a Rhinoceros?
40
00:01:46,944 --> 00:01:48,978
I always said this town is a ZOO.
41
00:01:49,012 --> 00:01:50,846
Whoa! Ugh.
42
00:01:50,881 --> 00:01:51,948
Ow.
43
00:02:05,057 --> 00:02:06,372
[bell rings]
44
00:02:05,872 --> 00:02:08,941
[on TV] There are rumblings
that an early-morning Oscorp rampage
45
00:02:08,975 --> 00:02:11,610
can be chalked up to the
Rhino, the creature that
46
00:02:11,611 --> 00:02:14,246
may be the most dangerous
thing to ever hit this city.
47
00:02:14,281 --> 00:02:17,283
Is it just me, or has J.J.J.
moved onto a new target?
48
00:02:17,317 --> 00:02:19,018
Catch.
49
00:02:19,052 --> 00:02:21,020
But who's really to blame?
50
00:02:21,054 --> 00:02:23,089
The only menace actually
seen at the blaze
51
00:02:23,123 --> 00:02:25,257
was the wall-crawling
Spider-Man.
52
00:02:25,292 --> 00:02:30,963
Yep, just you.
Hurry up and change.
53
00:02:30,997 --> 00:02:32,932
So what the heck was that thing?
54
00:02:32,966 --> 00:02:35,234
And what was in those chemical
containers it snatched?
55
00:02:35,268 --> 00:02:37,870
Probably no chance it was horn polish.
56
00:02:44,010 --> 00:02:44,910
[monkey chirps]
57
00:02:44,945 --> 00:02:49,181
- [Flash] I said fork it over.
- Leave me alone, Flash.
58
00:02:49,216 --> 00:02:51,283
Ugh.
59
00:02:51,318 --> 00:02:53,953
[Spider-Man] Flash Thompson...
midtown high's resident bully.
60
00:02:56,156 --> 00:02:58,357
Hey, don't get doofus on my car.
61
00:02:58,391 --> 00:03:00,226
I'm not giving you my homework.
62
00:03:00,260 --> 00:03:03,062
You will if you know what's
good for you, dweebus.
63
00:03:03,096 --> 00:03:06,866
- It's cheating.
- Cheating?
64
00:03:07,200 --> 00:03:10,069
I just wanna see if we
got the same answers.
65
00:03:10,103 --> 00:03:12,104
Understand?
[cracks knuckles]
66
00:03:12,139 --> 00:03:15,207
I thought you got Flash to drop
the bully stuff a while ago.
67
00:03:15,242 --> 00:03:18,210
Yeah, he did.
I mean, he did with me.
68
00:03:18,245 --> 00:03:19,211
Let's get down there.
69
00:03:20,080 --> 00:03:21,881
Ugh!
70
00:03:21,915 --> 00:03:24,250
You already have a cool car.
A letterman's jacket.
71
00:03:24,284 --> 00:03:25,985
Just because you have everything
72
00:03:26,019 --> 00:03:28,187
doesn't mean you can
get away with everything.
73
00:03:28,221 --> 00:03:30,189
You're gonna regret this, Flash.
74
00:03:30,223 --> 00:03:32,892
Doubtful.
Now where's your math?
75
00:03:32,926 --> 00:03:35,861
Picking on a little guy?
Not cool.
76
00:03:35,896 --> 00:03:39,131
How about I trade places with him
and we see how this all plays out?
77
00:03:40,967 --> 00:03:43,269
Hey, Pete, Luke.
What's up, guys?
78
00:03:43,303 --> 00:03:46,972
Yeah, don't "guys" us in one breath
and bully some kid in another.
79
00:03:47,007 --> 00:03:49,308
Bully?
I was just asking for an assist.
80
00:03:49,342 --> 00:03:52,044
And this little pipsqueak
started shooting his mouth off.
81
00:03:52,078 --> 00:03:55,281
Come on, Flash. Think.
How would you feel in his shoes?
82
00:03:55,315 --> 00:03:58,984
Lay off, Parker.
I'm just messing. Sheesh.
83
00:03:59,019 --> 00:04:01,220
He's in a mood.
Keep an eye on him.
84
00:04:04,257 --> 00:04:05,891
Sorry about Flash.
85
00:04:05,926 --> 00:04:08,961
He's working on being a better
guy, but he's still entry-level.
86
00:04:08,995 --> 00:04:13,934
I'm Peter Parker, by the way.
One of the good guys.
87
00:04:14,968 --> 00:04:17,102
- What?
- We already know each other.
88
00:04:17,137 --> 00:04:19,972
I'm Alex?
In the same science class?
89
00:04:20,006 --> 00:04:22,942
You beat me out for the
internship at Oscorp. Remember?
90
00:04:22,976 --> 00:04:25,978
Oh! Oh, Alex. Right.
91
00:04:25,979 --> 00:04:27,980
Duh. My bad.
92
00:04:28,014 --> 00:04:30,115
Forget it. Forget me.
93
00:04:30,150 --> 00:04:32,318
Unless someone wants my
homework or to save me,
94
00:04:32,352 --> 00:04:34,887
I'm invisible to all you popular kids.
95
00:04:34,921 --> 00:04:38,224
Ha. Me?
Popular? Hardly.
96
00:04:38,258 --> 00:04:41,927
I mean, Spidey-me gets some
attention, but Peter Parker?
97
00:04:41,962 --> 00:04:42,995
[crickets chirp]
98
00:04:43,029 --> 00:04:45,130
Who would think that?
99
00:04:48,001 --> 00:04:51,003
Alex, wait up.
Let me make it up to you.
100
00:04:51,037 --> 00:04:53,339
Wanna hang with my friends
Harry and M.J. after school?
101
00:04:53,373 --> 00:04:56,125
Thanks for the pity party,
but I got that internship
102
00:04:56,126 --> 00:04:58,878
when you passed 'cause you
were too busy being cool.
103
00:04:58,912 --> 00:05:01,247
It's not pity.
And I'm not cool.
104
00:05:01,281 --> 00:05:03,983
We have stuff in common.
We could hang.
105
00:05:04,017 --> 00:05:05,251
Know what we don't have in common?
106
00:05:05,285 --> 00:05:08,821
You forgot what it's
like to be a target.
107
00:05:08,855 --> 00:05:10,956
As if.
I take a lot of hits.
108
00:05:17,264 --> 00:05:21,100
But I can't really
confide in Alex about that.
109
00:05:21,134 --> 00:05:23,969
That's... totally not true.
110
00:05:24,004 --> 00:05:26,071
You didn't remember me, but you will.
111
00:05:26,106 --> 00:05:29,909
Flash too. I'm not the little
wimp you all think I am.
112
00:05:29,943 --> 00:05:31,176
Don't go there, Alex.
113
00:05:31,211 --> 00:05:34,947
When somebody pushes you
around, you have to tell someone.
114
00:05:34,981 --> 00:05:38,183
That's how you stand up to a bully.
Reach out to your teachers.
115
00:05:38,218 --> 00:05:40,953
Or Principal Coulson.
Or your friends.
116
00:05:40,987 --> 00:05:43,856
Great advice. If I had friends.
117
00:05:51,064 --> 00:05:54,300
Spidey-cycle speed.
Nothing like it in the whole city.
118
00:05:54,334 --> 00:05:57,937
- What the heck? Power Man?
- And Power bike.
119
00:05:57,971 --> 00:06:01,974
Batteries not included.
Try not to drool.
120
00:06:02,008 --> 00:06:04,043
Hate for you
to get your mask all nasty.
121
00:06:04,077 --> 00:06:05,945
[tires squeak, bike horn honks]
122
00:06:05,979 --> 00:06:07,046
[cat screeches]
123
00:06:07,080 --> 00:06:08,781
Try to keep up, webs.
124
00:06:12,919 --> 00:06:16,822
Spider-Man, data shows four raids
on Oscorp facilities last week.
125
00:06:16,856 --> 00:06:19,758
The main target appears
to be chemical compounds.
126
00:06:19,793 --> 00:06:22,828
Biological reactive serums
related to livestock.
127
00:06:22,862 --> 00:06:27,066
Fury wants you two watching railyards
for tonight's Oscorp train shipment.
128
00:06:28,268 --> 00:06:29,969
[laughs] All right.
129
00:06:30,003 --> 00:06:31,937
Wait.
Did you just "loop-de-loop"?
130
00:06:31,972 --> 00:06:33,105
[Spider-Man]
Nuh-uh.
131
00:06:33,139 --> 00:06:34,873
This is a serious mission, Spider-Man.
132
00:06:34,908 --> 00:06:38,177
No time for joyriding the
Spider cycle or the Power bike.
133
00:06:38,211 --> 00:06:41,080
10-4,
Principal-slash-agent Coulson.
134
00:06:42,215 --> 00:06:43,983
- Ugh.
- Yah!
135
00:06:46,820 --> 00:06:48,120
[tires screech]
136
00:06:48,154 --> 00:06:49,188
[Power Man] Took you long enough.
137
00:06:49,222 --> 00:06:50,889
You took a shortcut.
138
00:06:50,924 --> 00:06:53,959
Don't get mad just 'cause my new
bike's faster than your old bike.
139
00:06:53,994 --> 00:06:55,227
I'm not mad.
140
00:06:55,261 --> 00:06:58,063
Just bugged by something
that Alex kid said.
141
00:06:58,098 --> 00:07:04,169
- Do you think I've become popular?
- [laughs] You?
142
00:07:04,204 --> 00:07:07,306
Can always count on Luke
to bring me back to humble.
143
00:07:14,047 --> 00:07:16,015
It's cool, man. People change.
144
00:07:16,049 --> 00:07:18,784
Not Flash.
I thought he quit bullying,
145
00:07:18,818 --> 00:07:21,854
but apparently he just
moved on to the next kid.
146
00:07:21,888 --> 00:07:25,858
I was never really afraid of Flash
because I'm, well, Spider-Man,
147
00:07:25,892 --> 00:07:28,961
but Alex is just a regular kid.
He needs help.
148
00:07:28,995 --> 00:07:31,964
I should do something about it.
I still could...
149
00:07:31,998 --> 00:07:33,932
Nah. That's not you, man.
150
00:07:33,967 --> 00:07:36,035
Take the high road.
Get him some help.
151
00:07:36,069 --> 00:07:38,837
Go for revenge, and
you become the bully.
152
00:07:38,872 --> 00:07:41,106
Be the change you want,
man. Be the change.
153
00:07:41,141 --> 00:07:43,942
Since when did you get
more sage than Iron Fist?
154
00:07:43,977 --> 00:07:47,880
Actually, I did steal
that line from Iron Fist.
155
00:07:47,914 --> 00:07:50,015
Rumble.
It must be our Oscorp train.
156
00:07:50,050 --> 00:07:53,085
[train whistle blows]
157
00:07:53,119 --> 00:07:54,053
Ugh!
158
00:08:01,094 --> 00:08:04,763
Or, then again, maybe the rumble
is our friendly, rampaging Rhino.
159
00:08:04,798 --> 00:08:05,831
Wha...?
160
00:08:06,166 --> 00:08:06,999
[grunts]
161
00:08:16,042 --> 00:08:19,044
[grunting]
162
00:08:19,079 --> 00:08:21,647
Power Man...
163
00:08:21,681 --> 00:08:25,017
[whistle blows]
164
00:08:25,051 --> 00:08:27,653
I can hold this.
Get the crew.
165
00:08:29,956 --> 00:08:31,056
Big, gray, and ugly is back.
166
00:08:39,799 --> 00:08:41,667
[groans]
167
00:08:46,940 --> 00:08:48,807
Ugh! No!
168
00:08:48,842 --> 00:08:54,079
Rhino will do, uh...
something to you! Just wait!
169
00:08:54,114 --> 00:08:56,915
And maybe more confused?
170
00:08:56,950 --> 00:08:59,118
Yeah.
If "confused" is code for dumb.
171
00:08:59,152 --> 00:09:02,988
Ugh! I hear you.
No one makes fun of Rhino.
172
00:09:03,022 --> 00:09:05,924
- Push Rhino around?
- Aah!
173
00:09:05,959 --> 00:09:08,827
Power Man!
Ugh!
174
00:09:11,030 --> 00:09:15,701
- Rhino gashed my leg.
- But you have unbreakable skin.
175
00:09:15,735 --> 00:09:17,002
Yeah. But you don't.
176
00:09:18,001 --> 00:09:20,281
[grunts]
177
00:09:23,952 --> 00:09:26,015
Mayday!
Man down at trainyard.
178
00:09:26,169 --> 00:09:28,322
Send... uh-oh.
179
00:09:30,127 --> 00:09:32,949
- How could Rhino cut you?
- Don't know, man.
180
00:09:33,051 --> 00:09:34,611
Doesn't matter.
Just leave me here.
181
00:09:34,722 --> 00:09:36,726
Leave you? Nuh-uh.
You know the saying.
182
00:09:36,875 --> 00:09:39,038
Bros before Rhinos.
183
00:09:39,263 --> 00:09:42,073
You wanna... fight... me?
184
00:09:42,194 --> 00:09:43,711
I'd like to put you in a ZOO.
185
00:09:47,305 --> 00:09:52,644
I'll deal with you later.
For now, gonna take my medicines and go.
186
00:09:52,679 --> 00:09:55,814
Medicines?
The Coulson cavalry's here.
187
00:09:55,849 --> 00:09:56,915
You're gonna be okay, Luke.
188
00:09:56,950 --> 00:09:59,618
I'm okay now. Let me off of here.
189
00:09:59,652 --> 00:10:02,754
- Rhino's getting away.
- You need to sit tight, Power Man.
190
00:10:02,789 --> 00:10:04,890
A wound like that's gonna put
you out of comission for a while.
191
00:10:04,924 --> 00:10:06,859
What did the Rhino
take from the train car?
192
00:10:06,893 --> 00:10:09,895
Chemical containers.
He called them "medicine".
193
00:10:09,929 --> 00:10:12,764
- Well, medicines.
- Anything else to go on?
194
00:10:12,799 --> 00:10:13,832
Something about him is familiar.
195
00:10:17,604 --> 00:10:19,805
No.
Uh-uh. Nope.
196
00:10:19,839 --> 00:10:21,707
Spidey, come on, man.
197
00:10:21,741 --> 00:10:23,742
Tell these guys to put
me back in the game.
198
00:10:23,776 --> 00:10:26,945
No, Coulson's right.
You need a medic check. Just go.
199
00:10:26,980 --> 00:10:28,881
I bet you'll be back
on the beat by sundown.
200
00:10:28,915 --> 00:10:30,549
He's gonna be okay, right?
201
00:10:30,583 --> 00:10:32,718
- We'll do our best.
- Do better than that.
202
00:10:32,752 --> 00:10:34,586
I need my teammate.
203
00:10:34,621 --> 00:10:36,855
Seriously, don't worry
about a thing, buddy.
204
00:10:36,890 --> 00:10:39,525
I can handle this. Just hang tight.
205
00:10:39,559 --> 00:10:40,626
Get it? "Hang."
206
00:10:40,660 --> 00:10:44,563
Not funny. Not funny at all.
[groans]
207
00:10:44,597 --> 00:10:47,566
You must be hurt if
you think I'm not funny.
208
00:10:47,600 --> 00:10:51,637
So I was up all night tracking
big game, but no Rhino.
209
00:10:51,671 --> 00:10:52,604
[bell rings]
210
00:10:52,639 --> 00:10:58,911
Even worse, no beauty rest.
As you can see.
211
00:10:58,945 --> 00:11:02,581
Whoops. Sorry, Flash.
Flash? You okay?
212
00:11:02,949 --> 00:11:06,752
Huh? My car.
My beautiful car.
213
00:11:07,620 --> 00:11:08,820
Gah!
214
00:11:11,558 --> 00:11:13,659
Wow, man. You should
really show that to agent...
215
00:11:13,693 --> 00:11:16,595
uh, Principal Coulson.
This is serious.
216
00:11:16,629 --> 00:11:19,798
[students murmur]
217
00:11:19,832 --> 00:11:22,668
Serious? For a guy like me?
218
00:11:23,937 --> 00:11:26,505
Sh'yuh, I'll just buy another car.
219
00:11:26,539 --> 00:11:28,640
This is just some dweeb
trying to scare me.
220
00:11:28,675 --> 00:11:32,544
But guess what?
Flash Thompson doesn't scare!
221
00:11:32,979 --> 00:11:34,479
Come on, Flash!
222
00:11:34,514 --> 00:11:36,815
As wrong as it is,
this is still a wake-up call!
223
00:11:36,849 --> 00:11:39,851
- You better answer it or else...
- Or else, what?
224
00:11:39,886 --> 00:11:42,721
Some needle-neck
like Alex here'll "get" me?
225
00:11:42,755 --> 00:11:43,622
Ha! That'll be the day!
226
00:11:44,757 --> 00:11:47,526
Boo!
[grunts]
227
00:11:47,560 --> 00:11:51,496
You can't just treat people
like that, Flash. Be cool!
228
00:11:51,531 --> 00:11:53,732
Cool?
That's all I am is cool!
229
00:11:53,766 --> 00:11:57,769
That pasty little nerd?
Not cool. Class dismissed!
230
00:11:57,804 --> 00:12:00,546
I gotta go home and quiver in my boots.
231
00:12:00,740 --> 00:12:03,775
Boo-hoo!
[laughs]
232
00:12:03,810 --> 00:12:05,544
[growls]
233
00:12:07,480 --> 00:12:10,782
I'm sorry about Flash, again.
234
00:12:10,817 --> 00:12:12,751
You know what they say about bullies,
235
00:12:12,785 --> 00:12:14,686
"it's usually more about them than you."
236
00:12:14,721 --> 00:12:16,722
It's about to be all about him.
237
00:12:16,756 --> 00:12:21,627
Alex, you didn't have anything
to do with Flash's car, did you?
238
00:12:21,661 --> 00:12:25,530
Me? No.
But "my friend", maybe.
239
00:12:27,600 --> 00:12:28,567
Uh-oh.
240
00:12:31,471 --> 00:12:32,504
[bells ring]
241
00:12:48,588 --> 00:12:50,656
[cries out]
242
00:12:52,925 --> 00:12:53,925
[strains]
243
00:13:01,834 --> 00:13:02,934
[roars]
244
00:13:03,870 --> 00:13:06,805
Flash Thompson,
I'm coming for you.
245
00:13:07,907 --> 00:13:10,742
What?
Hey!
246
00:13:10,777 --> 00:13:12,934
Rhi-'no'-you-didn't!
247
00:13:15,682 --> 00:13:16,748
Saw you changing.
248
00:13:16,783 --> 00:13:20,585
Who'd-a-thunk big, tough Rhino
is just a scared little kid?
249
00:13:20,620 --> 00:13:23,755
I'm not little! I'm strong now!
250
00:13:24,657 --> 00:13:26,825
Strong smelling!
Hey, piece of advice,
251
00:13:26,859 --> 00:13:30,829
you can get help dealing with a bully
without becoming a monster yourself.
252
00:13:31,263 --> 00:13:34,800
I... monster... you!
253
00:13:34,834 --> 00:13:37,636
Yeah, those three words
don't make a sentence.
254
00:13:37,670 --> 00:13:40,405
Believe me, you take
revenge on your bully,
255
00:13:40,440 --> 00:13:42,708
You'll be the big guy
beating up the little guy!
256
00:13:42,742 --> 00:13:46,845
Just like you!
Just like Spider-Man.
257
00:13:46,879 --> 00:13:49,848
Rhino always wanted be like Spider-Man.
258
00:13:49,882 --> 00:13:53,418
I don't drink Oscorp milkshakes
that mess with my brain!
259
00:13:53,453 --> 00:13:54,453
[grunts]
260
00:13:54,487 --> 00:13:57,789
I smart. Intern at Oscorp.
261
00:13:57,824 --> 00:14:02,461
Learn what compound can do,
so take it and change!
262
00:14:02,495 --> 00:14:05,464
So what if juice makes
Rhino less smarter?
263
00:14:05,498 --> 00:14:06,698
[roars]
264
00:14:06,733 --> 00:14:09,601
Long as I gets revenge on Flash.
265
00:14:09,635 --> 00:14:11,436
Hey!
266
00:14:11,471 --> 00:14:12,504
[growls]
267
00:14:21,414 --> 00:14:23,382
Flash, get on that bus, pronto!
268
00:14:23,416 --> 00:14:26,651
Sorry, but Flash doesn't take
the bus, even for you, Spidey.
269
00:14:26,686 --> 00:14:28,487
[students panic]
270
00:14:29,689 --> 00:14:31,523
Hey, there's my bus.
Gotta go!
271
00:14:31,557 --> 00:14:32,557
[screams]
272
00:14:35,795 --> 00:14:37,462
[grunts]
273
00:14:37,497 --> 00:14:39,631
[Power Man] Spider-Man, come in!
274
00:14:39,665 --> 00:14:42,834
Spider-Man can't take your call at
this time due to heavy stampeding.
275
00:14:42,869 --> 00:14:46,538
Spidey, tell Fury you need me there.
I'm good to go!
276
00:14:46,572 --> 00:14:48,607
Uh, not exactly a good
time to talk, Luke.
277
00:14:48,641 --> 00:14:50,742
And I can't risk you
risking that injury!
278
00:14:50,777 --> 00:14:52,611
Teeny-tiny flesh wound!
279
00:14:52,645 --> 00:14:56,481
I'm good. I got electro-webs,
so I got Rhino, no sweat.
280
00:14:58,584 --> 00:15:01,853
Stop! Stop!
Stop!
281
00:15:03,856 --> 00:15:05,657
[growls]
282
00:15:05,691 --> 00:15:07,626
[screams]
283
00:15:07,660 --> 00:15:09,461
Go! Go! Go!
284
00:15:09,495 --> 00:15:11,730
[tires screech]
285
00:15:17,403 --> 00:15:18,437
[screams]
286
00:15:18,471 --> 00:15:21,740
I'm not miss next time!
287
00:15:21,774 --> 00:15:24,476
[tires screech]
288
00:15:29,682 --> 00:15:31,650
Maybe this will get
through that thick skull!
289
00:15:33,386 --> 00:15:34,586
[roars]
290
00:15:38,524 --> 00:15:41,493
Coulson, I need Flash's location.
291
00:15:41,527 --> 00:15:44,563
Are you sure Flash lives here?
292
00:15:44,597 --> 00:15:47,699
According to his last
seven detention notices,
293
00:15:47,733 --> 00:15:49,734
that is indeed Flash Thompson's address.
294
00:15:49,769 --> 00:15:50,836
This?
295
00:15:50,870 --> 00:15:53,839
[whimpers]
296
00:15:55,775 --> 00:15:57,375
[screams]
297
00:15:58,544 --> 00:16:00,745
Expecting someone?
298
00:16:00,780 --> 00:16:01,780
Spidey! Uh...
299
00:16:01,814 --> 00:16:07,486
My folks aren't home...
hardly ever actually.
300
00:16:07,520 --> 00:16:10,455
Sorry about my place, Spider-Man.
301
00:16:10,490 --> 00:16:13,425
I don't care where you live.
I care what you do.
302
00:16:13,459 --> 00:16:17,329
Your bullying is coming right back
at you, in a big, grey, ugly way.
303
00:16:18,564 --> 00:16:20,599
Now, let's get you
out of here before...
304
00:16:20,633 --> 00:16:22,367
[Rhino roars]
Rhino.
305
00:16:31,377 --> 00:16:34,446
Down here, chicken.
306
00:16:37,550 --> 00:16:39,784
- Are we over a gas station?
- Yeah...
307
00:16:39,819 --> 00:16:43,822
I was afraid of that.
[electricity crackles]
308
00:16:50,512 --> 00:16:53,481
[both cry out]
309
00:16:57,343 --> 00:16:58,576
Oh, Spidey,
please, you gotta help me!
310
00:16:58,611 --> 00:17:03,548
This... this is all my
family has! I'll do anything!
311
00:17:03,582 --> 00:17:06,484
Good, stay put.
Don't "play tough".
312
00:17:06,519 --> 00:17:10,622
- Call for help, I'll rein in Rhino.
- Hey, I don't have a cell phone.
313
00:17:10,656 --> 00:17:13,391
Don't leave me here, Spidey!
314
00:17:13,425 --> 00:17:15,326
[strains]
315
00:17:15,361 --> 00:17:19,230
I destroy Flash house.
Destroy Flash!
316
00:17:19,265 --> 00:17:22,367
No way I'm letting you
trash Flash's home, Snouttie!
317
00:17:22,401 --> 00:17:26,638
[grunts]
318
00:17:26,672 --> 00:17:28,439
Get away.
319
00:17:28,474 --> 00:17:32,210
No, Flash, directions!
Follow directions!
320
00:17:32,244 --> 00:17:34,178
[screams]
321
00:17:36,649 --> 00:17:38,650
Who small now, huh?
322
00:17:38,684 --> 00:17:41,219
[screams]
323
00:17:41,253 --> 00:17:46,224
Wow, never imagined big, tough
Flash, screaming like a little baby.
324
00:17:46,258 --> 00:17:47,559
[wails]
325
00:17:47,593 --> 00:17:49,661
Aw, don't cry, baby.
326
00:17:49,695 --> 00:17:52,397
Spidey throw big car at horn man.
327
00:17:52,631 --> 00:17:53,665
[grunts]
328
00:17:57,670 --> 00:18:01,439
I'm giving you one last chance
to call off your grudge match.
329
00:18:01,473 --> 00:18:03,274
Get off!
330
00:18:03,309 --> 00:18:04,542
- Yeah! Woo!
- You not unders...
331
00:18:04,577 --> 00:18:06,477
Unders... unders...
332
00:18:06,512 --> 00:18:10,615
- Understand? Oh, but I do.
- No one pick on spider!
333
00:18:14,186 --> 00:18:17,221
Yeah, well, Rhino
also derailed a train,
334
00:18:17,256 --> 00:18:20,158
smashed a car and tried
to blow up Flash's house!
335
00:18:20,192 --> 00:18:22,861
Your real power is your mind.
You used that to steal
336
00:18:22,862 --> 00:18:26,297
the drink that gives you
the fake power to bully someone.
337
00:18:26,332 --> 00:18:28,366
You're no better than Flash like this.
338
00:18:28,400 --> 00:18:31,202
You are him.
And one more thing...
339
00:18:31,236 --> 00:18:33,171
[cries out]
340
00:18:33,205 --> 00:18:36,207
Okay, maybe one thing too many.
341
00:18:36,241 --> 00:18:37,308
[growls]
342
00:18:37,343 --> 00:18:39,277
[whimpers]
343
00:18:39,311 --> 00:18:40,511
[screams]
344
00:18:43,515 --> 00:18:44,482
[strains]
345
00:18:47,386 --> 00:18:48,519
Huh?
346
00:18:48,554 --> 00:18:50,221
[grunts]
347
00:18:52,391 --> 00:18:55,193
Power Man?
[growls]
348
00:18:55,227 --> 00:18:57,195
[pants]
349
00:18:57,229 --> 00:18:59,464
[roars]
350
00:19:01,634 --> 00:19:04,569
Stay here while I try to
handle Alex once and for all.
351
00:19:04,603 --> 00:19:07,171
Alex? What does
that kid have to do with
352
00:19:07,206 --> 00:19:08,473
why that thing is after me?
353
00:19:08,507 --> 00:19:13,344
- That 'thing' is Alex.
- That's Alex? How?
354
00:19:13,379 --> 00:19:15,513
Wrong question.
Right question?
355
00:19:15,547 --> 00:19:19,150
"Who" brought this whole
thing on in the first place?
356
00:19:19,184 --> 00:19:23,488
Spidey, might have spoke too soon.
Losing my grip!
357
00:19:23,522 --> 00:19:27,258
You? No way.
You're the strongest guy I know!
358
00:19:27,292 --> 00:19:29,260
[strains]
359
00:19:29,294 --> 00:19:32,130
No match for... Rhino!
360
00:19:39,471 --> 00:19:41,506
[strains]
361
00:19:41,540 --> 00:19:45,109
Remember science class, Rhino?
You need friction to run.
362
00:19:45,144 --> 00:19:47,378
- Ready, buddy?
- Let's do this.
363
00:19:47,413 --> 00:19:49,247
[growls]
364
00:19:49,281 --> 00:19:50,314
Huh?
365
00:19:53,352 --> 00:19:54,385
[grunts]
366
00:20:01,226 --> 00:20:04,362
[groans]
367
00:20:04,396 --> 00:20:08,166
Me. Huh?
It was me. I brought this on.
368
00:20:08,200 --> 00:20:12,270
And only I can make it better.
If I get the chance.
369
00:20:12,304 --> 00:20:14,138
A wise man once told me:
370
00:20:14,173 --> 00:20:17,375
"Be the change you want, man.
Be the change."
371
00:20:19,578 --> 00:20:22,313
Spider-Man, am I gonna get in trouble?
372
00:20:22,347 --> 00:20:25,416
All I wanted was to make
people stop picking on me.
373
00:20:25,451 --> 00:20:29,520
I know, but you don't
do it by picking on them.
374
00:20:29,555 --> 00:20:32,356
You're a smart kid.
You'll figure this out.
375
00:20:32,358 --> 00:20:35,426
Hey!
Wait, uh, it wasn't his fault,
376
00:20:35,461 --> 00:20:37,228
- I was...
- We'll take good care of him.
377
00:20:37,262 --> 00:20:40,298
Hey, man, uh...
378
00:20:40,332 --> 00:20:43,401
I hate apologizing,
but you were right.
379
00:20:43,435 --> 00:20:47,472
I don't have everything.
I'm sorry I was picking on you.
380
00:20:47,506 --> 00:20:48,473
Wasn't cool.
381
00:20:51,243 --> 00:20:54,345
[Coulson] Well, slightly better
performance than yesterday.
382
00:20:54,379 --> 00:20:57,215
Minimal wreckage,
threat apprehended,
383
00:20:57,249 --> 00:20:59,484
and fine leadership with him today.
384
00:20:59,518 --> 00:21:02,220
It should have gone smoother.
385
00:21:02,254 --> 00:21:04,388
I should have reported to you
what Flash was doing to Alex
386
00:21:04,423 --> 00:21:06,524
instead of trying to
deal with it myself.
387
00:21:06,558 --> 00:21:08,526
And I couldn't have done
any of it if Power Man
388
00:21:08,560 --> 00:21:11,262
hadn't come through in
the nick of time, and...
389
00:21:11,296 --> 00:21:13,564
Listen to you. You
reminded me that power
390
00:21:13,599 --> 00:21:17,568
isn't the same as strength today.
So let me remind you of something, too.
391
00:21:17,603 --> 00:21:20,505
You're a good leader.
Now, deal with it.
392
00:21:20,539 --> 00:21:22,273
Aw.
393
00:21:24,476 --> 00:21:29,413
I left web-head speechless.
Now, there's a serious superpower.
394
00:21:29,448 --> 00:21:31,149
Boom!
395
00:21:31,183 --> 00:21:35,119
Me, "speechless"?
Ha, I just figured if I stopped talking,
396
00:21:35,154 --> 00:21:37,155
they'd keep saying
nice things about me.
29409
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