1
00:00:05,487 --> 00:00:07,207
I am in serious trouble,
2
00:00:07,922 --> 00:00:10,958
or at least I would be, if I
wasn't the ultimate Spider-Man.
3
00:00:11,280 --> 00:00:13,977
I take it back.
I am in serious trouble. Whoa!
4
00:00:14,119 --> 00:00:17,186
Meet the Iron Spider
Hulkbuster suit, times two.
5
00:00:23,297 --> 00:00:24,433
Can't stick around.
6
00:00:24,516 --> 00:00:25,883
Spidey sense telling me to move.
7
00:00:28,264 --> 00:00:30,320
Youch. Hate when that happens.
8
00:00:30,823 --> 00:00:33,047
See, I'm not
your average arachnid.
9
00:00:35,740 --> 00:00:37,004
Hi.
How's it going?
10
00:00:39,712 --> 00:00:41,175
Spidey wins.
11
00:00:42,280 --> 00:00:44,932
And the crowd goes,
"ahh."
12
00:00:47,412 --> 00:00:48,457
Hey, Doc Connors.
13
00:00:48,532 --> 00:00:50,852
Please tell Iron Man I'm sorry
about breaking his toys.
14
00:00:50,978 --> 00:00:52,688
Your help was invaluable,
Spider-Man.
15
00:00:53,071 --> 00:00:55,642
You exposed the weakness
in my combat A.I.
16
00:00:55,778 --> 00:00:57,969
This next version
will require a pilot.
17
00:00:58,324 --> 00:00:59,571
Hey, I know a guy.
18
00:00:59,658 --> 00:01:01,027
Let me know when I can
take it for a spin.
19
00:01:01,111 --> 00:01:02,173
[Venom] Yo, Spidey.
20
00:01:02,244 --> 00:01:02,866
[grunts]
21
00:01:04,710 --> 00:01:08,022
- What're you doing here, Flash?
- It's Venom. Agent Venom.
22
00:01:08,190 --> 00:01:10,565
And I'm here to do
a little extra credit work.
23
00:01:11,155 --> 00:01:14,095
Gotta say, I wasn't sure how
getting stuck as Venom would go,
24
00:01:14,247 --> 00:01:16,018
but it's turned out pretty rad.
25
00:01:16,120 --> 00:01:18,617
[Man grunting]
26
00:01:19,528 --> 00:01:20,909
[Rhino] Doctor Connors?
27
00:01:22,893 --> 00:01:24,165
I'm awake now.
28
00:01:24,615 --> 00:01:26,006
Speaking of not-so-rad...
29
00:01:26,092 --> 00:01:27,699
What's Alex doing here?
30
00:01:28,268 --> 00:01:30,142
We've been running tests on Rhino.
31
00:01:32,122 --> 00:01:35,473
And unfortunately,
there is no more Alex.
32
00:01:35,878 --> 00:01:38,799
The chemicals he took have made
his transformation permanent.
33
00:01:38,951 --> 00:01:41,012
Wait, permanent?
34
00:01:41,305 --> 00:01:43,499
You mean I'll never
be a normal kid again?
35
00:01:43,619 --> 00:01:45,384
I'll never go home, ever?
36
00:01:45,535 --> 00:01:49,187
Hey, take it easy, big guy.
You can't give up hope.
37
00:01:49,370 --> 00:01:52,012
Yeah, look at me.
I was a nobody too,
38
00:01:52,151 --> 00:01:54,112
but now I go to
the S.H.I.E.L.D. Academy!
39
00:01:54,222 --> 00:01:56,464
I'm learning to be a superhero
with my bro, Spidey!
40
00:01:56,586 --> 00:01:57,233
[grunts]
41
00:01:57,287 --> 00:01:58,075
So what?
42
00:01:58,135 --> 00:01:59,502
I don't even know you.
43
00:02:00,336 --> 00:02:03,418
Dude, yes, you do.
44
00:02:03,576 --> 00:02:05,112
Flash Thompson?
45
00:02:05,407 --> 00:02:08,712
You're the bully that drove me to
become Rhino in the first place!
46
00:02:08,880 --> 00:02:11,191
And I totally apologized
for that, remember?
47
00:02:11,316 --> 00:02:12,433
[Rhino struggles]
48
00:02:12,507 --> 00:02:16,488
You get to go to hero school while
I'm stuck as a caged monster?
49
00:02:16,684 --> 00:02:18,372
I ought to shove this horn...
50
00:02:18,453 --> 00:02:21,963
Whoa. Let's take it down a notch, and
not threaten anyone with our horns.
51
00:02:22,331 --> 00:02:24,804
[Growling]
52
00:02:29,723 --> 00:02:31,046
Take it easy, Rhino.
53
00:02:31,223 --> 00:02:34,033
Look, Flash isn't such a bad
guy once you get to know him.
54
00:02:34,675 --> 00:02:38,283
Spidey, I don't know if you being
on my side is a good idea.
55
00:02:38,464 --> 00:02:39,892
I'm not on anybody's side.
56
00:02:39,979 --> 00:02:42,193
I'm just trying to make the
best out of a bad situation.
57
00:02:42,314 --> 00:02:43,794
[Rhino struggling]
58
00:02:43,883 --> 00:02:44,608
No no no!
59
00:02:44,666 --> 00:02:46,702
[All grunt]
60
00:02:49,833 --> 00:02:55,518
Rhino, stop before we fall!
61
00:02:56,438 --> 00:02:59,901
Sync and corrections by masaca
- addic7ed.com -
62
00:03:07,271 --> 00:03:10,946
[All screaming]
63
00:03:11,561 --> 00:03:14,016
Fun science fact:
Spiders can't fly.
64
00:03:14,147 --> 00:03:17,070
Neither can Rhinos
or, uh, whatever Venom is.
65
00:03:19,672 --> 00:03:21,944
[Spider-man] Yo, Venny, you got a
parachute in your bag of tricks?
66
00:03:22,068 --> 00:03:23,400
Uh, let me check.
67
00:03:24,142 --> 00:03:25,184
I can do that?
68
00:03:25,411 --> 00:03:26,927
[Venom] Whoa, that was a snap.
69
00:03:27,891 --> 00:03:29,971
[Screaming]
70
00:03:30,086 --> 00:03:31,929
Unfortunately, so was that.
71
00:03:34,385 --> 00:03:37,137
Whoa, Rhino pancake.
Splat.
72
00:03:37,452 --> 00:03:39,104
Nothing could
have survived that.
73
00:03:39,201 --> 00:03:41,089
Never ever say that out loud.
74
00:03:41,196 --> 00:03:44,252
Never say that and never
say, "I think we lost him,"
75
00:03:44,409 --> 00:03:47,806
"That's the last we'll ever see of
him," or, "Hey, what could go wrong?"
76
00:03:49,131 --> 00:03:50,971
[Rhino grunting]
77
00:03:52,734 --> 00:03:56,539
- Payback time, boy.
- Hey, I've changed my ways, bro.
78
00:03:56,728 --> 00:03:59,325
I don't pick on weak,
defenseless geeks anymore.
79
00:03:59,636 --> 00:04:02,107
Who you calling
"weak" and "defenseless"?
80
00:04:02,545 --> 00:04:03,652
[Roars]
81
00:04:05,173 --> 00:04:06,548
You're so not helping.
82
00:04:06,633 --> 00:04:09,105
What? You were my second
favorite science nerd.
83
00:04:09,237 --> 00:04:10,294
Right after Parker.
84
00:04:10,871 --> 00:04:12,980
What my clueless associate
is trying to say
85
00:04:13,096 --> 00:04:15,167
is that we should all
just try to calm down.
86
00:04:16,445 --> 00:04:19,276
I am calm!
87
00:04:19,804 --> 00:04:21,462
[Screams]
88
00:04:21,559 --> 00:04:22,263
[Groans]
89
00:04:22,319 --> 00:04:23,855
I didn't want to use the goo,
90
00:04:23,947 --> 00:04:26,287
but you're leaving me
no choice, Rhino.
91
00:04:28,064 --> 00:04:30,019
Wait! don't get cocky, Venom.
92
00:04:30,129 --> 00:04:31,550
You're still a rookie.
93
00:04:31,637 --> 00:04:32,490
[Grunts]
94
00:04:32,553 --> 00:04:34,002
[Struggles]
95
00:04:34,090 --> 00:04:36,046
More like, rookie of the year.
96
00:04:39,223 --> 00:04:40,541
[Yells]
97
00:04:41,366 --> 00:04:42,157
[Groans]
98
00:04:42,314 --> 00:04:43,373
[Car alarm blaring]
99
00:04:43,445 --> 00:04:46,744
Gonna stomp you for good
this time, Jockstrap.
100
00:04:47,303 --> 00:04:48,389
[Spider-man] Ahh! Whoa!
101
00:04:48,462 --> 00:04:50,379
[Car alarm blaring]
102
00:04:51,084 --> 00:04:53,139
Spider-Man's
not on my side.
103
00:04:53,565 --> 00:04:55,537
Nobody's on my side.
104
00:04:56,451 --> 00:04:57,995
[Footsteps thumping away]
105
00:04:59,818 --> 00:05:01,364
[Glass shattering]
106
00:05:01,713 --> 00:05:03,364
Thank goodness for seat belts.
107
00:05:03,829 --> 00:05:05,003
Oh, great. Fury.
108
00:05:05,080 --> 00:05:07,423
What's this I hear
about an escaped rhino?
109
00:05:07,549 --> 00:05:09,097
Nothing we can't handle.
[Car horn honking, glass shattering]
110
00:05:09,190 --> 00:05:11,287
Evidence suggests otherwise.
111
00:05:11,403 --> 00:05:12,688
[Thumping, banging] Uh-oh.
112
00:05:14,870 --> 00:05:18,768
That's why I'm mobilizing all S.H.I.E.L.D.
resources to apprehend Rhino.
113
00:05:18,961 --> 00:05:21,415
Whoa, whoa, whoa. You don't
want to send in the big guns.
114
00:05:21,547 --> 00:05:25,895
- They'll just make a bad situation worse.
- I don't know, Spidey. Rhino is trouble.
115
00:05:26,107 --> 00:05:27,873
He's like some kinda animal.
116
00:05:27,975 --> 00:05:30,497
And any cornered animal
is a lot more dangerous.
117
00:05:30,631 --> 00:05:34,773
Look, I know under all that rhino hide
is still basically just a scared kid,
118
00:05:35,138 --> 00:05:38,205
but I think I can get through to
him if you just give me a chance.
119
00:05:40,431 --> 00:05:41,280
All right.
120
00:05:41,974 --> 00:05:42,849
For now.
121
00:05:44,868 --> 00:05:46,232
Well, let's go get him.
122
00:05:48,897 --> 00:05:50,972
Does my spider-cycle rock
or what?
123
00:05:51,095 --> 00:05:51,785
Meh.
124
00:05:52,073 --> 00:05:52,820
"Meh"?
125
00:05:52,878 --> 00:05:54,373
And you can do cooler?
126
00:05:54,761 --> 00:05:55,970
You tell me.
127
00:06:01,685 --> 00:06:02,783
Show-off!
128
00:06:04,901 --> 00:06:07,800
[Rhino grunting]
129
00:06:10,388 --> 00:06:11,932
[Tires screeching]
130
00:06:12,251 --> 00:06:14,717
Looks like S.H.I.E.L.D. evacuated
the street, just in time.
131
00:06:14,848 --> 00:06:16,544
[Growling]
132
00:06:16,982 --> 00:06:18,177
[Footsteps thumping]
133
00:06:18,254 --> 00:06:20,207
[Groans]
134
00:06:20,317 --> 00:06:22,302
[Tires screeching,
sirens blaring]
135
00:06:22,413 --> 00:06:23,423
[Tires screeching]
136
00:06:26,808 --> 00:06:30,111
Sir, I'm gonna need to see your license
and registration for that horn.
137
00:06:30,369 --> 00:06:31,647
[Laughs]
138
00:06:31,728 --> 00:06:33,802
[Growling]
139
00:06:34,421 --> 00:06:35,240
[Whimpers]
140
00:06:36,336 --> 00:06:38,463
[Coughing]
141
00:06:39,383 --> 00:06:40,465
[Both grunt]
142
00:06:43,772 --> 00:06:46,046
No. No. Not the bike.
Not the bike.
143
00:06:46,510 --> 00:06:47,686
Oh, man!
144
00:06:47,737 --> 00:06:49,537
That was my favorite toy!
145
00:06:50,739 --> 00:06:51,688
[Groans]
146
00:06:53,349 --> 00:06:56,368
You're just another bully
like your buddy Flash.
147
00:06:57,800 --> 00:07:01,125
- Dude, I'm not that dude anymore.
- Hey, idea.
148
00:07:01,293 --> 00:07:02,402
How 'bout we discuss
this somewhere
149
00:07:02,476 --> 00:07:06,249
innocent civilians won't get flattened
by flying vehicles and rampaging rhinos?
150
00:07:12,618 --> 00:07:14,173
[Groans]
151
00:07:14,974 --> 00:07:17,078
I'm not going back to S.H.I.E.L.D.!
152
00:07:17,194 --> 00:07:20,702
If they can't cure me, they're
not gonna keep me in a cage.
153
00:07:23,673 --> 00:07:25,337
Oh, no, no, not the...
154
00:07:25,435 --> 00:07:27,053
Ow. Tank.
155
00:07:27,227 --> 00:07:28,047
[Groans]
156
00:07:28,824 --> 00:07:30,199
So much for reasoning.
157
00:07:30,665 --> 00:07:32,183
[Bones cracking]
158
00:07:32,274 --> 00:07:34,184
This is all my fault, bro.
159
00:07:34,292 --> 00:07:36,896
Me being a jerk
created two monsters.
160
00:07:37,190 --> 00:07:38,827
Don't beat yourself up, Flash.
161
00:07:39,107 --> 00:07:40,164
This isn't over yet.
162
00:07:40,316 --> 00:07:41,148
Spider-Man,
163
00:07:41,289 --> 00:07:42,070
status update.
164
00:07:42,131 --> 00:07:43,832
Uh, we're making progress.
165
00:07:43,931 --> 00:07:45,579
Doesn't look like progress.
166
00:07:46,092 --> 00:07:47,966
We just need a little more time.
167
00:07:48,072 --> 00:07:49,679
I'm calling in the big gun.
168
00:07:49,774 --> 00:07:50,855
But we can still...
169
00:07:51,484 --> 00:07:54,140
Wait, what kind of "big gun"?
170
00:07:56,263 --> 00:07:57,784
[Hulk roars]
171
00:08:01,139 --> 00:08:02,669
Time to smash.
172
00:08:03,129 --> 00:08:05,263
Oh. The big green kind.
173
00:08:07,987 --> 00:08:09,391
Yo, bug-man.
174
00:08:09,681 --> 00:08:11,656
- Whoa!
- Noogie, noogie, noogie.
175
00:08:11,767 --> 00:08:12,492
[Laughs]
176
00:08:12,949 --> 00:08:14,011
Gotta love the Hulk.
177
00:08:14,082 --> 00:08:15,890
He's like the big brother
I never wanted.
178
00:08:16,719 --> 00:08:18,219
- Noogie, noogie, noogie.
- Ow. Ow.
179
00:08:18,309 --> 00:08:21,492
Hey, Mr. Hulk. I can't believe
I'm teaming up with an Avenger.
180
00:08:22,890 --> 00:08:23,609
[Groans]
181
00:08:23,673 --> 00:08:27,637
Fury said I was fighting some rhino
guy, not the black glob of snot.
182
00:08:27,833 --> 00:08:29,773
Globby here is a good guy now, Hulk.
183
00:08:29,883 --> 00:08:31,525
And before you start
leveling neighborhoods,
184
00:08:31,621 --> 00:08:33,872
there's some things you ought to
know about the Rhino guy too.
185
00:08:33,995 --> 00:08:36,352
All I need to know
is where to point my fist.
186
00:08:36,630 --> 00:08:38,083
You two just stay outta my way.
187
00:08:38,171 --> 00:08:39,325
Just don't hurt him.
188
00:08:39,534 --> 00:08:42,520
Don't worry, kid. I do this
kind of stuff in my sleep.
189
00:08:46,560 --> 00:08:47,974
That's what I'm afraid of.
190
00:08:51,750 --> 00:08:54,227
Aw, ain't he a cute little guy?
191
00:08:54,498 --> 00:08:56,141
Who you calling "little"?
192
00:08:56,238 --> 00:08:58,913
[Both growling]
193
00:08:59,252 --> 00:09:00,159
Huh?
194
00:09:00,762 --> 00:09:02,008
[Both grunt]
195
00:09:02,087 --> 00:09:03,202
First thing's first.
196
00:09:03,417 --> 00:09:06,756
Okay, now what say you two step
up to the net and shake hands?
197
00:09:07,145 --> 00:09:08,335
Spider-Man!
198
00:09:08,500 --> 00:09:11,435
Bringing in more of your
bully friends to fight me?
199
00:09:11,587 --> 00:09:15,507
Don't worry. I'll go easy on you.
'Cause bug-man asked me to.
200
00:09:15,701 --> 00:09:17,990
[Growls]
201
00:09:18,114 --> 00:09:20,083
Rhino won't go easy on you.
202
00:09:20,194 --> 00:09:22,842
[Footsteps thumping]
[Growls]
203
00:09:23,151 --> 00:09:24,203
Guys, wait.
204
00:09:24,390 --> 00:09:25,628
Venom, move.
205
00:09:28,915 --> 00:09:30,933
We'll be lucky if we don't
get smashed between them.
206
00:09:33,453 --> 00:09:35,100
[Roars]
207
00:09:42,107 --> 00:09:44,399
That's it, I'm taking you down.
208
00:09:44,877 --> 00:09:46,944
[Roars]
209
00:09:50,620 --> 00:09:52,427
Kid's a lot tougher
than I thought.
210
00:09:52,796 --> 00:09:54,167
He won't back down.
211
00:09:54,251 --> 00:09:55,998
[Grunting]
212
00:09:56,099 --> 00:09:57,354
Got that right.
213
00:10:00,328 --> 00:10:01,936
Venom, save those agents!
214
00:10:02,031 --> 00:10:03,177
I got 'em, Spidey!
215
00:10:08,481 --> 00:10:10,839
Why won't you just
leave me alone?
216
00:10:10,966 --> 00:10:11,828
[Grunts]
217
00:10:12,095 --> 00:10:13,481
No can do, kid.
218
00:10:17,004 --> 00:10:18,970
I got people depending on me!
219
00:10:19,814 --> 00:10:21,115
[Roars]
220
00:10:23,496 --> 00:10:25,727
Good thing none of those
people were on that bus.
221
00:10:27,260 --> 00:10:30,250
Hey, this is what I do
to rampaging monsters.
222
00:10:30,413 --> 00:10:32,849
[Rhino grunting]
223
00:10:34,097 --> 00:10:35,580
And this is what I do,
224
00:10:35,914 --> 00:10:38,009
talk down
the rampaging monsters.
225
00:10:42,676 --> 00:10:43,867
[Struggling]
226
00:10:44,644 --> 00:10:46,435
Look, we get that you're angry,
227
00:10:46,537 --> 00:10:48,832
but you have to calm down
before somebody gets hurt,
228
00:10:48,957 --> 00:10:49,996
namely you,
229
00:10:50,066 --> 00:10:52,241
by the not-so-jolly
green giant.
230
00:10:52,400 --> 00:10:53,794
He's talking about the Hulk.
231
00:10:54,186 --> 00:10:56,183
No one can hurt the Rhino!
232
00:10:56,294 --> 00:10:58,558
Not him and not you!
233
00:11:00,129 --> 00:11:01,279
[Together] Uh-oh.
234
00:11:01,675 --> 00:11:03,400
[Roars]
235
00:11:04,757 --> 00:11:08,401
- Less talk, more smash.
- [Rhino] I agree.
236
00:11:13,628 --> 00:11:14,697
Hulk, wait!
237
00:11:15,494 --> 00:11:16,273
[Sighs]
238
00:11:16,332 --> 00:11:18,027
I sure hope there's
no home game tonight.
239
00:11:21,224 --> 00:11:21,892
[Yelps]
240
00:11:21,947 --> 00:11:22,996
Stupid ice.
241
00:11:23,371 --> 00:11:25,261
Get ready to be rammed!
242
00:11:25,547 --> 00:11:26,251
[Groans]
243
00:11:26,860 --> 00:11:27,771
Whoa!
244
00:11:28,350 --> 00:11:30,626
Get ready to be smashed.
245
00:11:34,180 --> 00:11:36,078
[Goal horn blaring]
246
00:11:36,271 --> 00:11:37,829
[Spider-man] Talk about nothing but net.
247
00:11:39,596 --> 00:11:41,393
This isn't working.
We're not stopping him!
248
00:11:41,496 --> 00:11:43,682
He might be tough,
but so are we.
249
00:11:44,266 --> 00:11:46,733
Snot-glob is right.
We don't give up.
250
00:11:46,865 --> 00:11:48,123
We can't give up...
251
00:11:48,203 --> 00:11:49,141
Ever!
252
00:11:55,125 --> 00:11:56,372
[Fabric tearing]
253
00:11:56,451 --> 00:12:00,601
Ooh, gamma-sized wedgie. That's gonna
land Rhino in the penalty box.
254
00:12:01,704 --> 00:12:02,838
[Roars]
255
00:12:02,913 --> 00:12:04,051
[Glass shattering]
256
00:12:04,125 --> 00:12:05,154
[Groans]
257
00:12:07,152 --> 00:12:10,089
[Both Roar]
258
00:12:11,489 --> 00:12:13,441
[Both grunt]
259
00:12:15,169 --> 00:12:16,545
Earth to Hulk!
260
00:12:18,518 --> 00:12:19,546
[Groans]
261
00:12:20,093 --> 00:12:24,558
Spidey! I'm responsible for this
mess, time I cleaned it up.
262
00:12:26,958 --> 00:12:28,353
Venom, be careful!
263
00:12:30,258 --> 00:12:31,095
Uh-oh.
264
00:12:34,171 --> 00:12:38,804
[Venom groaning in pain,
electricity pulsing]
265
00:12:39,321 --> 00:12:40,160
Flash!
266
00:12:42,498 --> 00:12:44,089
Now see what ya done?
267
00:12:48,700 --> 00:12:51,643
Spidey... Don't feel so good.
268
00:12:51,795 --> 00:12:52,865
Stay with me, Flash.
269
00:12:52,937 --> 00:12:54,213
Gonna get you to some help.
270
00:13:00,739 --> 00:13:02,804
Don't worry.
He'll recover.
271
00:13:03,213 --> 00:13:05,602
The Venom actually
protected him.
272
00:13:09,079 --> 00:13:10,319
Sorry, Flash.
273
00:13:10,579 --> 00:13:12,308
I never should've
let you get in harm's way.
274
00:13:12,408 --> 00:13:15,283
Wasn't your fault, Spidey.
This is on me.
275
00:13:15,933 --> 00:13:18,070
Don't give up.
What am I saying?
276
00:13:18,314 --> 00:13:19,542
You never give up.
277
00:13:19,764 --> 00:13:22,441
Even when I should.
It's hopeless.
278
00:13:23,031 --> 00:13:24,930
If I want to even slow those
two freight trains down,
279
00:13:25,037 --> 00:13:26,169
I gotta find some...
280
00:13:27,125 --> 00:13:28,094
Power.
281
00:13:29,862 --> 00:13:32,256
[Police] Evacuate the
area immediately.
282
00:13:33,274 --> 00:13:35,581
Everyone, move!
283
00:13:35,706 --> 00:13:37,374
[Growls]
284
00:13:37,471 --> 00:13:38,513
[Roars]
285
00:13:38,584 --> 00:13:39,758
[Thumping]
286
00:13:39,834 --> 00:13:41,437
[Roars]
287
00:13:55,795 --> 00:13:59,460
[Spider-man] Fight power with power.
With the Iron Spider Hulkbuster armor.
288
00:13:59,643 --> 00:14:00,848
Some assembly required.
289
00:14:01,477 --> 00:14:02,984
[Roars]
290
00:14:06,849 --> 00:14:07,971
[Grunts]
291
00:14:10,344 --> 00:14:12,607
Ha, who can't
handle it now, Fury?
292
00:14:13,193 --> 00:14:15,254
[Grunting]
293
00:14:15,369 --> 00:14:18,124
That's right, Hulkster, get
it all out of your system.
294
00:14:18,929 --> 00:14:21,398
Bug-man? That you in there?
295
00:14:21,952 --> 00:14:24,327
It's me. Now that
we're having a "time-out,"
296
00:14:24,488 --> 00:14:26,627
I can tell you that I figured
out what Rhino's doing.
297
00:14:26,744 --> 00:14:28,231
That tunnel leads to Queens.
298
00:14:28,321 --> 00:14:31,201
That's his old neighborhood.
Rhino's trying to go home.
299
00:14:36,038 --> 00:14:38,494
This makes me
not wanna smash him why?
300
00:14:38,626 --> 00:14:40,686
Because I know how
to get through his thick hide.
301
00:14:41,901 --> 00:14:42,753
[Grunts]
302
00:14:42,844 --> 00:14:44,731
Unless he happens
to get through mine.
303
00:14:45,587 --> 00:14:46,372
[Grunts]
304
00:14:47,064 --> 00:14:49,190
Hang on.
I'll get ya outta there.
305
00:14:49,307 --> 00:14:50,312
Wh-whoa!
306
00:14:50,381 --> 00:14:51,134
Whoa!
307
00:14:52,758 --> 00:14:53,527
Whoa!
308
00:14:55,856 --> 00:14:57,621
Now I know how sardines feel.
309
00:14:59,424 --> 00:15:02,159
No, no, no. Don't do that.
Please don't do that!
310
00:15:02,373 --> 00:15:03,842
No, no, no, no. Wait!
311
00:15:05,128 --> 00:15:06,864
Good thing Fury
cleared the tunnels.
312
00:15:17,535 --> 00:15:18,574
[Growls]
313
00:15:34,480 --> 00:15:35,581
Uh, guys?
314
00:15:35,686 --> 00:15:38,022
You really need to cut it out or
you're gonna bring the whole tunnel
315
00:15:38,148 --> 00:15:39,598
crashing down on top of us.
316
00:15:46,421 --> 00:15:48,353
[Roars]
317
00:15:49,716 --> 00:15:51,467
I hate saying
"I told you so."
318
00:15:53,866 --> 00:15:55,129
[Hulk growling]
319
00:15:55,208 --> 00:15:56,229
[Hulk grunts]
320
00:15:56,299 --> 00:15:58,080
[Thumping] [Groans]
321
00:15:58,975 --> 00:16:00,722
[Rhino growling]
322
00:16:00,823 --> 00:16:02,096
Think, Spidey, think.
323
00:16:02,176 --> 00:16:03,680
I can't overpower these two,
324
00:16:03,770 --> 00:16:06,974
so how do I get out of the middle
of this Hulk-Rhino sandwich?
325
00:16:11,239 --> 00:16:12,319
[Groans]
326
00:16:15,231 --> 00:16:18,016
My answer: A little dumb Spidey luck.
327
00:16:23,823 --> 00:16:26,469
Doc Connors isn't gonna be too happy
about me busting his Hulkbust...
328
00:16:26,734 --> 00:16:28,242
Uh, armor suit thingy.
329
00:16:28,333 --> 00:16:28,999
[Sighs]
330
00:16:29,054 --> 00:16:30,166
Forget it, kid.
331
00:16:32,753 --> 00:16:35,055
It's what's inside the armor
that counts.
332
00:16:35,179 --> 00:16:38,385
That's it. We've been trying to
fight Rhino from the outside.
333
00:16:38,791 --> 00:16:41,265
- We've forgotten about what's on the inside.
- Rhino guts?
334
00:16:42,929 --> 00:16:44,084
Alex, stop!
335
00:16:44,169 --> 00:16:45,037
Huh?
336
00:16:47,009 --> 00:16:48,186
What did you call me?
337
00:16:48,852 --> 00:16:50,047
[Roars]
338
00:16:50,143 --> 00:16:51,245
[Groans]
339
00:16:52,265 --> 00:16:53,946
If it's all the same to you,
green guy,
340
00:16:54,044 --> 00:16:55,368
I'm gonna handle this.
341
00:16:57,435 --> 00:16:59,661
Hey, could've just asked, Bug-man.
342
00:17:01,330 --> 00:17:03,595
That's right,
I called you "Alex."
343
00:17:03,891 --> 00:17:05,008
That's who you are.
344
00:17:05,121 --> 00:17:06,608
And who you'll always be.
345
00:17:06,698 --> 00:17:09,490
No! I don't want to be weak!
346
00:17:11,717 --> 00:17:13,713
Remember the good stuff
about who you are.
347
00:17:13,943 --> 00:17:18,638
Science class, pizza Tuesday,
having a home and a family.
348
00:17:18,941 --> 00:17:20,670
Things I'll never have again.
349
00:17:20,770 --> 00:17:23,639
I'm not Alex.
Not anymore.
350
00:17:24,685 --> 00:17:25,493
Whoa!
351
00:17:28,494 --> 00:17:32,681
Listen, Alex, no horn or thick grey hide
can ever change who you are inside.
352
00:17:33,182 --> 00:17:34,272
I should know.
353
00:17:35,298 --> 00:17:36,942
I was once a wimpy kid, too.
354
00:17:37,645 --> 00:17:39,650
Then, one day,
I got spider powers.
355
00:17:40,058 --> 00:17:43,765
I could've seen myself as a freak,
but I chose to make the best of it.
356
00:17:45,367 --> 00:17:46,786
Same goes for Flash.
357
00:17:47,033 --> 00:17:49,276
And you can make
that same choice, too, Alex.
358
00:17:49,542 --> 00:17:52,161
You can turn that negative
around and make it a positive.
359
00:17:54,554 --> 00:18:00,019
The kid's right. I was just like you.
Worse, even. And look at me now.
360
00:18:00,279 --> 00:18:01,887
Big time Avenger.
361
00:18:02,694 --> 00:18:04,596
Thanks to friends
who believe in me.
362
00:18:08,063 --> 00:18:11,139
You really think
I can be a hero?
363
00:18:11,375 --> 00:18:14,281
Hey, if I can do it, anyone can.
364
00:18:14,432 --> 00:18:17,689
[Rumbling]
365
00:18:18,117 --> 00:18:20,005
But, right now,
we gotta evacuate.
366
00:18:20,169 --> 00:18:21,774
No! You said it.
367
00:18:21,977 --> 00:18:24,551
We can't give up.
We can save the tunnel!
368
00:18:26,676 --> 00:18:29,960
You want to be a hero, Alex?
Here's your chance. Prove it.
369
00:18:38,256 --> 00:18:40,775
Well, it ain't pretty,
but it'll hold for now.
370
00:18:44,470 --> 00:18:46,823
I guess that takes care
of everything.
371
00:18:50,380 --> 00:18:52,364
Everything except
that burning fuel tanker
372
00:18:52,475 --> 00:18:55,145
that's about to explode and bring the
tunnel crashing down on top of us.
373
00:18:55,286 --> 00:18:56,620
Let's evacuate now.
374
00:18:56,850 --> 00:18:58,428
[Rhino grunting]
375
00:18:58,522 --> 00:18:59,546
Out of the way.
376
00:18:59,616 --> 00:19:01,098
[Footsteps thumping]
377
00:19:01,911 --> 00:19:05,213
Guess all that hero talk was
nothing but a bunch of Rhino poop.
378
00:19:05,381 --> 00:19:06,255
Wait.
379
00:19:09,324 --> 00:19:14,545
[Grunting]
380
00:19:15,197 --> 00:19:17,002
[Grunts]
381
00:19:18,793 --> 00:19:21,095
Ya know, I take it back.
382
00:19:21,220 --> 00:19:23,454
Horn-head just might
have what it takes.
383
00:19:23,705 --> 00:19:26,003
- Nice work, bug-man!
- Ow!
384
00:19:31,354 --> 00:19:34,024
Come on, go in.
It's your house.
385
00:19:34,420 --> 00:19:36,516
I...Can't.
386
00:19:36,690 --> 00:19:38,169
This is what you wanted,
isn't it?
387
00:19:38,402 --> 00:19:39,440
To go home?
388
00:19:39,759 --> 00:19:40,548
Yeah...
389
00:19:41,029 --> 00:19:42,608
But not like this.
390
00:19:46,472 --> 00:19:49,600
I'll come back when I can do
it with my head held high.
391
00:19:54,739 --> 00:19:57,716
Great. Strapped down
to a lab table...
392
00:19:58,026 --> 00:19:59,086
Again.
393
00:19:59,272 --> 00:20:01,905
As good a place as any
to make the best of things.
394
00:20:02,044 --> 00:20:03,819
No time like the present
to start.
395
00:20:05,903 --> 00:20:07,190
That's your cue, Alex.
396
00:20:07,484 --> 00:20:11,098
Uh, sorry I called you
"J ockstrap."
397
00:20:11,684 --> 00:20:13,550
And head-butted you.
398
00:20:14,198 --> 00:20:16,407
And I think I might've
blown up your house once.
399
00:20:17,695 --> 00:20:20,325
I probably deserved it.
400
00:20:20,730 --> 00:20:22,879
You totally deserved it.
401
00:20:24,764 --> 00:20:25,945
[Fury] All right, Rhino.
402
00:20:26,021 --> 00:20:28,138
- Back to your cage.
- Can't you give him a break?
403
00:20:28,512 --> 00:20:31,248
I mean, he did help us save
the Queens Midtown tunnel.
404
00:20:31,391 --> 00:20:33,997
Despite the fact that
he also helped destroy it?
405
00:20:34,134 --> 00:20:35,731
- Um...
- Tell ya what.
406
00:20:36,050 --> 00:20:38,438
You forget Rhino
smashing up the city.
407
00:20:39,033 --> 00:20:40,877
And I'll forget that
S.H.I.E.L.D. just happened
408
00:20:40,982 --> 00:20:42,941
to have a Hulkbuster
to use against me.
409
00:20:43,051 --> 00:20:44,982
That was purely experimental.
410
00:20:45,274 --> 00:20:46,667
Not authorized for the field.
411
00:20:49,967 --> 00:20:53,377
Well, I suppose we owe you a debt of
gratitude for neutralizing the problem.
412
00:20:53,699 --> 00:20:55,864
Don't thank me, thank the kid.
413
00:20:56,295 --> 00:20:57,835
He's the one
that wouldn't give up.
414
00:20:58,141 --> 00:20:59,116
Good to hear.
415
00:20:59,183 --> 00:21:01,717
Because I'm making Rhino
your responsibility.
416
00:21:02,141 --> 00:21:04,540
You wanted the opportunity.
Now you got it.
417
00:21:05,052 --> 00:21:07,301
- Prove yourself.
- What's that all mean?
418
00:21:07,423 --> 00:21:10,505
It means you're now officially a
student at S.H.I.E.L.D. Academy.
419
00:21:16,765 --> 00:21:18,835
I gotta go to school with him?
420
00:21:18,950 --> 00:21:20,059
Again?
421
00:21:20,365 --> 00:21:21,683
Never said it'd be easy.
422
00:21:21,833 --> 00:21:22,839
But, trust me,
423
00:21:23,024 --> 00:21:24,888
you can do anything
if you don't give up.
424
00:21:29,918 --> 00:21:30,998
[Growls]
425
00:21:31,070 --> 00:21:32,636
This'll be fun.
[Rhino yells]
426
00:21:33,226 --> 00:21:36,863
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00:21:36,913 --> 00:21:41,463
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