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1
00:00:06,454 --> 00:00:07,761
Get ready, team!
2
00:00:11,394 --> 00:00:12,838
Watch your back, Luke.
3
00:00:14,097 --> 00:00:15,677
You too, Iron Spider.
4
00:00:16,232 --> 00:00:18,057
Dagger, don't fall for that.
5
00:00:20,210 --> 00:00:21,335
Behind you, Venom.
6
00:00:21,710 --> 00:00:23,403
Move your tail,
Squirrel Girl.
7
00:00:24,487 --> 00:00:27,376
I know, I know.
It's not like the uber-awesome Spider-Man
8
00:00:27,410 --> 00:00:29,795
to let his teammates flail
under enemy fire.
9
00:00:30,034 --> 00:00:31,168
It's for their own good.
10
00:00:31,651 --> 00:00:33,223
See, that's Hawkeye.
11
00:00:33,249 --> 00:00:35,227
Guest instructor
at S.H.I.E.L.D. Academy.
12
00:00:36,304 --> 00:00:37,692
Teaching us about stuff...
13
00:00:37,913 --> 00:00:39,221
Stuff I already know.
14
00:00:43,834 --> 00:00:46,961
Lesson three: Use your opponents
against each other.
15
00:00:51,234 --> 00:00:55,131
Lesson five: Don't do what
your enemies expect you to do.
16
00:01:00,176 --> 00:01:02,229
Lesson 17: Focus.
17
00:01:02,312 --> 00:01:04,408
Most fights are
momentum by momentum,
18
00:01:04,462 --> 00:01:06,348
so don't take your eyes
off the target.
19
00:01:08,611 --> 00:01:09,806
Lesson 27...
20
00:01:10,048 --> 00:01:12,287
Frost arrows. Love 'em.
21
00:01:13,493 --> 00:01:14,898
Class dismissed.
22
00:01:19,362 --> 00:01:21,575
Talk about getting schooled.
23
00:01:24,650 --> 00:01:25,938
Seriously, right?
24
00:01:26,175 --> 00:01:28,322
Oh, I could hibernate
for a week.
25
00:01:28,371 --> 00:01:30,915
Okay, so we got
a serious workout,
26
00:01:30,956 --> 00:01:33,752
which does explain
why I'm seriously craving food.
27
00:01:33,777 --> 00:01:36,411
Training with Hawkeye will
work up an appetite in anyone.
28
00:01:36,610 --> 00:01:39,805
Yeah, well, Hawkeye hasn't upgraded
his tech since Sherwood forest.
29
00:01:40,048 --> 00:01:41,369
Whereas my tech...
30
00:01:41,550 --> 00:01:43,667
Just found us
Joey Q's take-out.
31
00:01:45,411 --> 00:01:50,223
- The best burrito place in the entire...
- 2200 hours is lights out.
32
00:01:50,393 --> 00:01:52,077
You kids go to bed.
33
00:01:58,063 --> 00:01:58,721
Huh?
34
00:01:59,626 --> 00:02:00,282
Huh?
35
00:02:00,326 --> 00:02:02,504
Localized electronics jammer.
36
00:02:02,951 --> 00:02:05,232
Lights out doesn't just mean
sitting in the dark.
37
00:02:06,173 --> 00:02:07,285
But we're not tired.
38
00:02:07,310 --> 00:02:09,889
Then fake it. It's
good training.
39
00:02:10,067 --> 00:02:11,126
Go to bed.
40
00:02:12,590 --> 00:02:14,513
We're hungry.
Not tired.
41
00:02:16,319 --> 00:02:19,254
We're heroes, we're hungry,
and we deserve a burrito run.
42
00:02:19,289 --> 00:02:20,401
Who's coming with me?
43
00:02:21,257 --> 00:02:23,392
You had me at "burritos," man.
44
00:02:23,551 --> 00:02:26,403
Me, three!
Squirrels love burritos.
45
00:02:26,645 --> 00:02:28,321
Uh, okay, fine.
46
00:02:28,364 --> 00:02:29,913
But the squirrels stay here.
47
00:02:30,233 --> 00:02:31,241
Even Monkey Joe?
48
00:02:33,466 --> 00:02:36,209
Two words: Pistachio incident.
49
00:02:38,341 --> 00:02:40,142
You're still
innocent in my eyes.
50
00:02:42,859 --> 00:02:45,991
This burrito place better
be worth running clear across town for.
51
00:02:46,421 --> 00:02:49,684
There are menus online, and they
got carnitas and pollo and...
52
00:02:49,708 --> 00:02:52,225
Quick, hide!
It's a bugle news chopper.
53
00:02:54,768 --> 00:02:56,358
Well,
that was close.
54
00:02:56,392 --> 00:02:58,555
Don't want our faces
Flashed on the evening news.
55
00:02:58,580 --> 00:02:59,785
Gotta go stealth.
56
00:02:59,929 --> 00:03:01,586
Right.
Hawkeye-style.
57
00:03:01,611 --> 00:03:03,705
People were stealth-ing
long before Hawkeye.
58
00:03:03,833 --> 00:03:05,396
We're doing this my way...
59
00:03:09,443 --> 00:03:10,798
...after we look into that.
60
00:03:11,519 --> 00:03:13,584
Remember guys, stealth.
61
00:03:14,744 --> 00:03:16,583
That creep
looks familiar.
62
00:03:17,847 --> 00:03:20,095
Who's behind
dumpster number one?
63
00:03:21,147 --> 00:03:24,127
Shocker, a safecracker who
thinks vibro-shock gauntlets
64
00:03:24,152 --> 00:03:26,677
and quilted Long-Johns
are a sharp fashion choice.
65
00:03:31,975 --> 00:03:33,485
Not the smartest villain
66
00:03:36,223 --> 00:03:37,928
Not that brains are everything.
67
00:03:38,897 --> 00:03:42,551
Sync and corrections by masaca
- addic7ed.com -
68
00:03:53,080 --> 00:03:54,653
If we live to tell this story,
69
00:03:54,678 --> 00:03:57,705
let's leave out the part where Vibro
Fluffypants kicked our butts.
70
00:04:06,127 --> 00:04:08,113
I don't think so, Shocker.
71
00:04:08,572 --> 00:04:10,905
Scram, losers.
I got work to do.
72
00:04:12,012 --> 00:04:14,423
So do we, like stopping you.
73
00:04:14,647 --> 00:04:15,867
Hey, Shocker,
74
00:04:15,892 --> 00:04:17,286
you ever heard the one
about the...
75
00:04:31,268 --> 00:04:33,000
You frizzled the fur!
76
00:04:33,025 --> 00:04:35,590
No one frizzles the fur.
77
00:04:43,157 --> 00:04:44,947
- Uh-oh.
- I got this.
78
00:04:51,550 --> 00:04:54,926
Okay, Shocker upped
his game a bit. Any ideas?
79
00:04:54,951 --> 00:04:58,869
It's like Hawkeye said, one of us should
sneak away and get the drop on him.
80
00:04:59,332 --> 00:05:00,949
That Hawkeye
tactic is obvious,
81
00:05:00,974 --> 00:05:03,033
but I'll do it
Spidey-style.
82
00:05:03,058 --> 00:05:04,992
You're done, hero.
83
00:05:05,017 --> 00:05:08,019
I think you mean, "I'm done,"
quilty Mac-Back-stitch.
84
00:05:13,917 --> 00:05:16,257
And by, "I'm done,"
I mean you're done.
85
00:05:16,282 --> 00:05:19,351
I'm just speaking as you,
in case that wasn't clear.
86
00:05:22,730 --> 00:05:25,294
Wha...?
Wait, where am I?
87
00:05:25,524 --> 00:05:27,239
This ain't my apartment.
88
00:05:27,264 --> 00:05:29,065
Think of
this as a home makeover.
89
00:05:30,463 --> 00:05:32,957
Let me out.
I didn't do nothing.
90
00:05:33,265 --> 00:05:34,299
I was framed!
91
00:05:34,333 --> 00:05:35,270
You guys okay?
92
00:05:35,295 --> 00:05:37,330
Yeah, but what
was that all about?
93
00:05:37,355 --> 00:05:40,057
I don't know. Shocker
may be a dramatic kind of guy,
94
00:05:40,082 --> 00:05:42,393
but faking amnesia's
a little much, even for him.
95
00:05:42,699 --> 00:05:45,066
Let's find out what that
padded wonder was up to.
96
00:05:45,091 --> 00:05:47,575
It's still got wires in it.
That's good, right?
97
00:05:47,613 --> 00:05:50,676
It's an access point for the
city's cell phone & antennae grid.
98
00:05:50,898 --> 00:05:52,289
Sweet Spanish almonds!
99
00:05:52,314 --> 00:05:54,705
He's gonna read
our text messages!
100
00:05:58,179 --> 00:06:01,074
...or something else
that's nefarious.
101
00:06:01,545 --> 00:06:02,780
From what I can tell,
102
00:06:02,889 --> 00:06:05,131
all Shocker did was
extend the grid's reach.
103
00:06:05,156 --> 00:06:07,577
So, he improved
our cell reception?
104
00:06:07,602 --> 00:06:09,951
Huh, guess even
bad guys hate low bars.
105
00:06:10,269 --> 00:06:12,921
We'll use the improved reception
to drop a call to the cops.
106
00:06:13,066 --> 00:06:14,934
Come on.
Let's get our burrito on.
107
00:06:19,261 --> 00:06:21,066
Yeah,
that was my stomach.
108
00:06:21,091 --> 00:06:23,530
- We close yet?
- Looks about six blocks up.
109
00:06:23,582 --> 00:06:25,991
Tell me they're just
excited about the carnitas burrito.
110
00:06:26,016 --> 00:06:28,186
With your luck?
Not a chance.
111
00:06:28,421 --> 00:06:31,129
This isn't the usual
panic at the cell phone shop.
112
00:06:31,944 --> 00:06:34,364
Phone. Le phone. Le phone.
Le telephone.
113
00:06:37,307 --> 00:06:37,898
'Allo?
114
00:06:37,923 --> 00:06:38,971
Sorry. Not here.
115
00:06:39,439 --> 00:06:40,495
Le phone.
116
00:06:41,267 --> 00:06:41,837
'Allo?
117
00:06:41,862 --> 00:06:45,637
Nope. Bye-bye. 'Allo. Phone. Le phone.
Le phone. Le telephone.
118
00:06:47,473 --> 00:06:49,574
Batroc the Leaper?
Sorry, buddy,
119
00:06:49,608 --> 00:06:51,288
the next Stark phone
isn't out for months.
120
00:06:57,089 --> 00:06:58,195
En garde!
121
00:07:00,601 --> 00:07:01,453
Ha-ha!
122
00:07:01,487 --> 00:07:03,012
"Bat-chy",
I get it...
123
00:07:03,037 --> 00:07:06,524
You wanna call mom more often, the
international charges are terrible,
124
00:07:06,559 --> 00:07:08,743
so you turn to a life
of crime.
125
00:07:17,403 --> 00:07:18,101
Voila!
126
00:07:18,126 --> 00:07:20,068
Maybe we should
call for back up.
127
00:07:20,093 --> 00:07:24,055
I am not calling for help on a guy
whose superpower is big smelly feet.
128
00:07:26,645 --> 00:07:29,279
Besides, they'll know
we snuck out to get food.
129
00:07:29,304 --> 00:07:32,421
And "ultimate grounded-man" doesn't
really leap off the tongue.
130
00:07:35,387 --> 00:07:36,291
Hey, Batty,
131
00:07:36,316 --> 00:07:38,284
don't forget to look
before you leap.
132
00:07:41,859 --> 00:07:43,438
Your call's been dropped.
133
00:07:47,901 --> 00:07:50,101
Le phone. Le phone! Le...
134
00:07:51,081 --> 00:07:52,160
Sacre bleu!
135
00:07:52,304 --> 00:07:53,240
What is this?
136
00:07:53,265 --> 00:07:55,083
You tried to steal
a bajillion phones.
137
00:07:55,284 --> 00:07:58,221
I made some funny quips. There
were laughs. There were tears.
138
00:07:58,477 --> 00:07:59,644
None of this
ring a bell.
139
00:07:59,678 --> 00:08:02,132
Phones, moi?
140
00:08:02,906 --> 00:08:04,900
I am not some peasant.
141
00:08:04,993 --> 00:08:07,633
I am a connoisseur
of the ill-gotten,
142
00:08:07,658 --> 00:08:10,071
and I would never
steal something so...
143
00:08:10,994 --> 00:08:12,102
Bourgeois.
144
00:08:12,831 --> 00:08:16,446
I hate to say it, but these are
kind of cheap for his usual taste.
145
00:08:17,596 --> 00:08:21,234
Two cell phone crimes, and two bad guys
who don't remember committing them.
146
00:08:21,567 --> 00:08:23,289
Anyone else find that
a little weird?
147
00:08:23,314 --> 00:08:26,476
My name is Squirrel Girl,
and I have squirrel powers.
148
00:08:26,539 --> 00:08:28,704
You're asking me
if something's weird?
149
00:08:28,869 --> 00:08:29,847
Touche.
150
00:08:32,645 --> 00:08:33,413
Huh?!
151
00:08:33,582 --> 00:08:35,045
Another alarm?
152
00:08:36,513 --> 00:08:38,140
Another cell phone box?
153
00:08:38,484 --> 00:08:40,477
That makes three
cell phone crimes in a row.
154
00:08:40,984 --> 00:08:42,073
Mesmero!
155
00:08:42,281 --> 00:08:43,746
Spider-Man?
156
00:08:45,224 --> 00:08:46,961
Slow down,
shoulder pads!
157
00:08:51,307 --> 00:08:54,532
Okay, did everyone get a
communications degree without me.
158
00:08:54,567 --> 00:08:58,975
I don't know, but the whole amnesia
thing's making a lot more sense.
159
00:09:01,740 --> 00:09:04,259
Uh, guys.
Paparazzi alert.
160
00:09:06,904 --> 00:09:08,606
Ah, friendly New Yorkers.
161
00:09:08,606 --> 00:09:10,448
Normally,
I'd love to strike a pose,
162
00:09:10,482 --> 00:09:12,483
but we're kinda heroing
on the D.L. Tonight,
163
00:09:12,518 --> 00:09:13,906
so, no photos, 'kay?
164
00:09:17,456 --> 00:09:20,425
Sorry, Spider-Man,
but they're not here for you.
165
00:09:20,459 --> 00:09:21,990
Minions, attack!
166
00:09:26,599 --> 00:09:28,006
Wait, no, stop!
167
00:09:28,031 --> 00:09:29,397
I'm just here for the burritos.
168
00:09:29,501 --> 00:09:31,262
Me and my big stomach.
169
00:09:32,755 --> 00:09:33,861
It's official,
170
00:09:33,886 --> 00:09:35,635
we should have stayed in
and ordered pizza.
171
00:09:37,893 --> 00:09:39,743
Squirrel Girl, Power Man,
heads up!
172
00:09:40,783 --> 00:09:41,652
Back off!
173
00:09:45,088 --> 00:09:46,819
You wanna get nuts?
174
00:09:46,918 --> 00:09:48,730
Let's get nuts.
175
00:09:48,755 --> 00:09:50,789
Whoa, these
are still innocent people.
176
00:09:50,869 --> 00:09:53,107
- It's Doctor Freaky-Eyes we want.
- I knew that.
177
00:09:53,142 --> 00:09:54,692
Tear them apart!
178
00:09:56,011 --> 00:09:57,738
Let's take a time out
for a second.
179
00:09:57,763 --> 00:10:00,827
I don't exactly have enough web
fluid to hold off half of New York.
180
00:10:01,016 --> 00:10:02,305
We should fall back.
181
00:10:02,330 --> 00:10:04,509
Hawkeye would tell us
to control the battlefield.
182
00:10:04,534 --> 00:10:07,138
We can't just leave these
people under Mesmero's spell...
183
00:10:07,448 --> 00:10:08,552
But fine.
184
00:10:08,823 --> 00:10:10,813
Hawkeye was right,
and controlling the battlefield
185
00:10:10,846 --> 00:10:12,113
means taking
the high ground.
186
00:10:12,376 --> 00:10:13,266
Oh no!
187
00:10:13,348 --> 00:10:15,499
Find them!
Don't let them escape.
188
00:10:15,614 --> 00:10:18,734
Daddy has to
enlarge our family.
189
00:10:21,103 --> 00:10:22,475
We can't stay up here forever.
190
00:10:28,043 --> 00:10:30,698
And by 'forever',
I apparently mean 'at all'.
191
00:10:30,723 --> 00:10:32,758
Squirrel Girl,
can you reach the next roof?
192
00:10:32,783 --> 00:10:33,732
Easy peasy.
193
00:10:38,988 --> 00:10:42,079
Yeah. I don't do
'easy' or 'peasy'.
194
00:10:47,710 --> 00:10:48,924
Then try this.
195
00:10:49,436 --> 00:10:51,351
I definitely don't web swing.
196
00:10:53,825 --> 00:10:54,573
You do now.
197
00:10:54,598 --> 00:10:57,754
Whoa!
198
00:10:58,641 --> 00:11:00,357
See? Easy peasy.
199
00:11:02,745 --> 00:11:03,675
Check it out.
200
00:11:03,700 --> 00:11:05,167
Mesmero must
have called them home.
201
00:11:05,206 --> 00:11:06,949
And home must be
over there.
202
00:11:09,465 --> 00:11:11,478
We wanted a battlefield
we could control.
203
00:11:11,787 --> 00:11:13,106
We gotta get there first.
204
00:11:15,858 --> 00:11:18,997
Don't worry, we only have to
do this about 20 more times.
205
00:11:19,113 --> 00:11:20,598
I hate you, Spidey.
206
00:11:20,863 --> 00:11:22,051
I get that a lot.
207
00:11:23,269 --> 00:11:25,226
No, no, no, no!
208
00:11:30,683 --> 00:11:32,004
Lock this place down.
209
00:11:32,055 --> 00:11:35,186
If Mesmero wants them in here,
we're gonna keep 'em out there.
210
00:11:43,819 --> 00:11:46,172
Good. We'll keep them
out there where they're safe.
211
00:11:47,828 --> 00:11:50,543
Let me guess,
more Mesmero minions?
212
00:11:52,828 --> 00:11:55,453
Here's the run down.
Shocker, covered it.
213
00:11:55,478 --> 00:11:57,253
Gloves, quilts, lame.
214
00:11:57,541 --> 00:12:00,194
Grizzly, guy in a cybernetic
Teddy bear suit.
215
00:12:00,330 --> 00:12:01,647
Still mad he missed the picnic.
216
00:12:01,837 --> 00:12:02,871
And Boomerang,
217
00:12:02,905 --> 00:12:04,772
master of the ancient art
of...
218
00:12:04,807 --> 00:12:07,136
Eh, just kidding. He
throws boomerangs.
219
00:12:07,161 --> 00:12:08,706
Round two, spider.
220
00:12:08,744 --> 00:12:10,545
Boss don't want you
interfering,
221
00:12:10,579 --> 00:12:13,457
so this time,
he gave me some friends.
222
00:12:13,482 --> 00:12:16,734
Leave it to Mesmero to shop in the
bargain basement of "villains-are-us".
223
00:12:16,759 --> 00:12:20,317
Come on, guys, let's kick some
sense into these rejects.
224
00:12:25,889 --> 00:12:27,707
Just your average bear to me.
225
00:12:32,317 --> 00:12:33,350
Hey, grizzly!
226
00:12:33,567 --> 00:12:35,612
Ooh, right in the face.
227
00:12:39,251 --> 00:12:40,197
Hello?
228
00:12:44,713 --> 00:12:45,665
Hey, Power Man.
229
00:12:45,759 --> 00:12:48,352
Did I call you for help, or
just think it really hard?
230
00:12:48,377 --> 00:12:49,995
Well, what did Hawkeye teach us?
231
00:12:50,019 --> 00:12:51,886
Don't do what
your enemies expect.
232
00:12:51,921 --> 00:12:52,987
Keep your focus.
233
00:12:53,022 --> 00:12:54,738
Don't think those
apply right now.
234
00:12:59,353 --> 00:13:01,253
Use your opponents
against each other?
235
00:13:01,824 --> 00:13:03,370
Now, that I can do.
236
00:13:08,671 --> 00:13:10,454
Hey, watch it, quilt head.
237
00:13:10,479 --> 00:13:12,065
Don't call me that!
238
00:13:12,096 --> 00:13:14,185
Hey, Shocker, does this hurt?
239
00:13:22,651 --> 00:13:24,115
I'll take that as a yes.
240
00:13:24,448 --> 00:13:27,865
Oi, you
ain't done with me, spider.
241
00:13:29,058 --> 00:13:29,749
Whoa!
242
00:13:34,830 --> 00:13:37,581
What I tell ya?
Hawkeye's lesson three.
243
00:13:37,733 --> 00:13:39,262
Would have done it anyway, Luke.
244
00:13:39,516 --> 00:13:40,742
Now, where's Squirrel Girl?
245
00:13:42,841 --> 00:13:44,448
S.G., wait up!
246
00:13:44,873 --> 00:13:45,802
Oh, no,
247
00:13:46,021 --> 00:13:47,709
you answered your phone,
didn't you?
248
00:13:48,084 --> 00:13:49,468
You answered it!
249
00:13:49,678 --> 00:13:50,980
She's going to the roof.
250
00:13:52,848 --> 00:13:54,204
You did good, Webs.
251
00:13:54,229 --> 00:13:58,455
Seriously? Tonight's been a series of
fowl-ups. We've even lost Squirrel Girl.
252
00:13:58,665 --> 00:14:01,498
If I'd listened to you sooner,
done it hawkeyes way...
253
00:14:01,523 --> 00:14:03,755
Hawkeye teaches us
the basics to grow on.
254
00:14:03,928 --> 00:14:06,596
Training's about what
works best for each of us.
255
00:14:06,662 --> 00:14:10,562
You did that, and you aren't any
less of a Spider-Man because of it.
256
00:14:11,867 --> 00:14:13,281
Thanks for the pep talk, Luke,
257
00:14:13,602 --> 00:14:15,481
but we still got
a bad guy to punch,
258
00:14:15,888 --> 00:14:17,149
and there he is!
259
00:14:19,311 --> 00:14:21,081
You're too late,
Spider-Man.
260
00:14:21,163 --> 00:14:25,265
With my amplifier in position,
my power is limitless.
261
00:14:25,290 --> 00:14:26,925
So, we should smash
that amplifier.
262
00:14:27,063 --> 00:14:28,269
Thanks,
googly-eyes!
263
00:14:28,294 --> 00:14:30,331
You're way more helpful
than the other bad guys.
264
00:14:31,141 --> 00:14:33,721
Minions of New York,
protect me.
265
00:14:40,583 --> 00:14:41,620
Squirrel Girl?
266
00:14:46,587 --> 00:14:50,042
You heard Mesmero. Keep
them from the tower.
267
00:14:50,173 --> 00:14:51,580
Kicks their butts.
268
00:14:51,707 --> 00:14:53,050
Ah, nuts.
269
00:14:57,071 --> 00:14:59,017
Hey, Spidey, do
yourself a favor.
270
00:14:59,127 --> 00:15:00,386
Don't look down.
271
00:15:00,411 --> 00:15:03,651
Yeah, because things are either
scary, bad, or dangerous.
272
00:15:05,402 --> 00:15:07,865
Things are scary,
bad, and dangerous!
273
00:15:11,729 --> 00:15:13,511
Thanks to the work
of my new friends,
274
00:15:13,545 --> 00:15:16,381
I control the entire
cellular network.
275
00:15:16,415 --> 00:15:18,549
With my powers being broadcast,
276
00:15:18,584 --> 00:15:22,315
now all of New York
is under my control.
277
00:15:29,361 --> 00:15:30,302
I've got a thought.
278
00:15:30,327 --> 00:15:33,464
Hope it's a good idea, and not
just a silly throw-away joke.
279
00:15:33,616 --> 00:15:36,542
Yes, remember Hawkeye's
lesson number five?
280
00:15:36,568 --> 00:15:38,503
Do the unexpected! So?
281
00:15:38,537 --> 00:15:39,851
Get Squirrel Girl.
282
00:15:44,343 --> 00:15:45,858
Nope. Missed.
283
00:15:46,265 --> 00:15:47,304
Missed again!
284
00:15:48,081 --> 00:15:49,759
You are so bad at this.
285
00:15:49,847 --> 00:15:51,788
Here, let me show you
how it's done.
286
00:15:59,486 --> 00:16:01,526
Come on, S.G.,
snap out of it.
287
00:16:01,560 --> 00:16:03,461
You can cram it with walnuts.
288
00:16:03,495 --> 00:16:04,462
Sorry in advance!
289
00:16:07,891 --> 00:16:08,599
You back?
290
00:16:08,634 --> 00:16:10,355
Bright-eyed
and bushy-tailed.
291
00:16:10,657 --> 00:16:11,963
Then let's keep the momentum.
292
00:16:12,204 --> 00:16:13,533
You two handle these guys,
293
00:16:13,650 --> 00:16:15,010
I'll take Mesmero.
294
00:16:17,961 --> 00:16:20,411
You're gonna get stomped,
rat girl.
295
00:16:20,446 --> 00:16:22,580
Rat? Rat?!
296
00:16:22,614 --> 00:16:24,631
Could a rat do this?
297
00:16:25,091 --> 00:16:26,549
Whoa!
298
00:16:32,624 --> 00:16:35,359
Squirrel, one.
Bear, nada.
299
00:16:58,137 --> 00:17:00,255
Time for
a Squirrel Girl special.
300
00:17:01,587 --> 00:17:04,422
Oi, leggo, ya mangy wallaby!
301
00:17:11,941 --> 00:17:14,141
Let's keep this between us.
302
00:17:14,605 --> 00:17:15,708
Up you go.
303
00:17:21,020 --> 00:17:24,201
I dig the way your quilted
costume cushions my knuckles.
304
00:17:24,226 --> 00:17:26,063
Just like punching a cloud.
305
00:17:26,781 --> 00:17:28,182
Not so fast!
306
00:17:28,347 --> 00:17:30,348
I've already beaten you,
Spider-Man.
307
00:17:30,382 --> 00:17:33,284
Every new yorker with
a cell phone is my slave.
308
00:17:33,318 --> 00:17:37,048
And they will happily
destroy you for me.
309
00:17:40,909 --> 00:17:42,123
Sorry, Mesmero.
310
00:17:42,163 --> 00:17:45,189
- I'm disconnecting your service.
- I think not.
311
00:17:45,632 --> 00:17:49,354
Sleep, Spider-Man. And
never annoy me again.
312
00:17:53,173 --> 00:17:55,203
But I did exactly
what Hawkeye did.
313
00:17:55,274 --> 00:17:57,026
I followed every lesson,
314
00:17:57,848 --> 00:17:58,959
except one.
315
00:17:59,067 --> 00:18:01,427
I said, sleep.
316
00:18:01,513 --> 00:18:02,882
Sorry, Mesmero.
317
00:18:03,043 --> 00:18:04,847
I'll tell you
what I told Nick Fury...
318
00:18:05,250 --> 00:18:06,522
I'm not tired.
319
00:18:07,266 --> 00:18:09,639
Freeze arrows, Spidey-style.
320
00:18:12,966 --> 00:18:15,280
Ah, so cold!
321
00:18:20,123 --> 00:18:22,136
You get one phone call, Mesmero.
322
00:18:22,240 --> 00:18:23,871
Tell those people to go home.
323
00:18:23,896 --> 00:18:27,269
Never!
My hordes will destroy you.
324
00:18:27,294 --> 00:18:28,792
If they make it in time.
325
00:18:29,115 --> 00:18:30,942
Guys, step back.
326
00:18:35,280 --> 00:18:36,713
What do you say, Mesmero?
327
00:18:36,983 --> 00:18:39,350
Do I tell those creeps
that you brainwashed them,
328
00:18:39,384 --> 00:18:40,711
or do you make that call?
329
00:18:41,022 --> 00:18:43,262
Tell everyone to go home
and forget what happened here.
330
00:18:43,288 --> 00:18:45,423
Tell all the villains
to return what they stole,
331
00:18:45,457 --> 00:18:47,355
and report to their
nearest police station,
332
00:18:47,392 --> 00:18:49,427
and tell them to give up
their life of crime,
333
00:18:49,461 --> 00:18:51,632
because deep down,
they're good people.
334
00:18:52,142 --> 00:18:54,236
Yeah, that last one
probably won't stick, but...
335
00:18:54,499 --> 00:18:55,544
It's worth a shot.
336
00:18:56,718 --> 00:18:59,038
You make a convincing case.
337
00:19:09,414 --> 00:19:11,382
Cell phone users
of New York City,
338
00:19:11,416 --> 00:19:14,074
your zombie mission
cannot be completed as dialed.
339
00:19:14,158 --> 00:19:18,119
The numbskull super villain you've been
working for is no longer in service.
340
00:19:22,003 --> 00:19:25,270
Well, that's the last of it.
Everything back to normal.
341
00:19:26,003 --> 00:19:27,365
Whew, what a night.
342
00:19:27,399 --> 00:19:29,667
Not a night, any more.
Look.
343
00:19:30,151 --> 00:19:31,977
If we don't back
before bed check,
344
00:19:31,977 --> 00:19:34,538
Nick Fury will drop us
out of S.H.I.E.L.D. Academy.
345
00:19:34,573 --> 00:19:36,474
You guys get back
to the Triskelion.
346
00:19:36,508 --> 00:19:38,253
If you leave now,
you'll make it.
347
00:19:38,310 --> 00:19:39,377
What about you?
348
00:19:39,663 --> 00:19:41,479
Got one last thing
to take care of.
349
00:19:41,513 --> 00:19:42,644
Now, go.
350
00:19:47,486 --> 00:19:49,280
Rise and
shine, sleepy heads.
351
00:19:49,644 --> 00:19:53,385
It's the first official meeting of "the
five mile run before breakfast" club,
352
00:19:53,707 --> 00:19:55,168
and everybody's a member.
353
00:19:59,531 --> 00:20:01,499
We were... in the bathroom.
354
00:20:01,533 --> 00:20:02,968
We were brushing our tails.
355
00:20:02,968 --> 00:20:04,195
I mean hair.
356
00:20:04,220 --> 00:20:05,628
We were brushing our hair.
357
00:20:06,670 --> 00:20:08,771
That's exactly
what we were doing.
358
00:20:13,701 --> 00:20:16,134
Looks like our little club
is one short.
359
00:20:16,159 --> 00:20:18,402
Did Spider-Man decide
to join you?
360
00:20:18,583 --> 00:20:19,618
Of course not.
361
00:20:19,618 --> 00:20:21,348
He's right there asleep.
362
00:20:21,520 --> 00:20:23,136
But not because he's lazy.
363
00:20:23,161 --> 00:20:25,034
He was up all night studying.
364
00:20:25,099 --> 00:20:26,207
I'll wake him up.
365
00:20:26,231 --> 00:20:28,366
Please, allow me.
366
00:20:28,739 --> 00:20:30,293
See, Hawkeye?
Told you.
367
00:20:30,318 --> 00:20:32,130
You can't sneak up on a spider,
368
00:20:32,631 --> 00:20:35,128
especially not after
what you taught us yesterday.
369
00:20:35,240 --> 00:20:38,455
Well, seeing as how you kids
have been so diligent in your...
370
00:20:38,570 --> 00:20:41,505
Studies, maybe we can take
the morning off.
371
00:20:43,442 --> 00:20:45,509
And besides,
I gotta get down to I.T.
372
00:20:45,544 --> 00:20:48,446
Phone hasn't been able to get
decent bars all morning.
373
00:20:49,021 --> 00:20:50,338
Stay out of trouble.
374
00:20:52,351 --> 00:20:56,387
Come one, come all.
Breakfast burritos for everyone.
375
00:21:02,461 --> 00:21:04,098
What have we here?
376
00:21:06,774 --> 00:21:10,665
Mm, Joey-Q's. My favorite.
377
00:21:10,712 --> 00:21:12,016
You kids eat up.
378
00:21:12,041 --> 00:21:15,499
New obstacle course this afternoon,
and you're gonna need the energy.
379
00:21:15,643 --> 00:21:18,852
We clearly gotta get those
crowd-fighting skills up to scratch.
380
00:21:21,292 --> 00:21:22,405
Fury knew?
381
00:21:22,547 --> 00:21:24,100
And he didn't bust us?
382
00:21:24,483 --> 00:21:26,638
Guess he wanted a burrito
as much as we did.
383
00:21:27,295 --> 00:21:28,995
Good thing I always order two.
384
00:21:30,096 --> 00:21:33,572
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