1
00:00:06,195 --> 00:00:07,463
[Spider-Man] Get ready, team!
2
00:00:10,990 --> 00:00:12,390
Watch your back, Luke.
3
00:00:13,612 --> 00:00:15,146
You too, Iron Spider.
4
00:00:15,683 --> 00:00:17,455
Dagger, don't fall for that.
5
00:00:17,480 --> 00:00:19,521
[Grunts]
6
00:00:19,545 --> 00:00:20,635
Behind you, Venom.
7
00:00:21,000 --> 00:00:22,620
Move your tail,
Squirrel Girl.
8
00:00:23,658 --> 00:00:26,422
[Spider-Man narrating] I know, I know.
It's not like the uber-awesome Spider-Man
9
00:00:26,454 --> 00:00:28,737
to let his teammates flail
under enemy fire.
10
00:00:28,966 --> 00:00:30,051
It's for their own good.
11
00:00:30,515 --> 00:00:32,018
See, that's Hawkeye.
12
00:00:32,043 --> 00:00:33,936
Guest instructor
at S.H.I.E.L.D. Academy.
13
00:00:34,968 --> 00:00:36,295
Teaching us about stuff...
14
00:00:36,508 --> 00:00:37,759
Stuff I already know.
15
00:00:40,634 --> 00:00:41,597
[Groans]
16
00:00:42,174 --> 00:00:45,167
Lesson three: Use your opponents
against each other.
17
00:00:45,192 --> 00:00:46,575
[Grunts]
18
00:00:47,034 --> 00:00:48,345
[Both groan]
19
00:00:49,258 --> 00:00:52,987
Lesson five: Don't do what
your enemies expect you to do.
20
00:00:53,090 --> 00:00:54,110
[Gasps]
21
00:00:56,890 --> 00:00:57,783
[Screams]
22
00:00:57,816 --> 00:00:59,780
Lesson 17: Focus.
23
00:00:59,860 --> 00:01:01,865
Most fights are
momentum by momentum,
24
00:01:01,917 --> 00:01:03,722
so don't take your eyes
off the target.
25
00:01:03,957 --> 00:01:04,680
[Yelps]
26
00:01:04,713 --> 00:01:05,640
[Ice cracking]
27
00:01:05,888 --> 00:01:07,033
Lesson 27...
28
00:01:07,263 --> 00:01:09,406
Frost arrows. Love 'em.
29
00:01:10,561 --> 00:01:11,906
Class dismissed.
30
00:01:13,463 --> 00:01:15,337
[All groaning]
31
00:01:16,179 --> 00:01:18,296
[Power Man] Talk about getting schooled.
32
00:01:20,737 --> 00:01:21,415
[Groans]
33
00:01:21,441 --> 00:01:22,674
Seriously, right?
34
00:01:22,900 --> 00:01:24,956
Oh, I could hibernate
for a week.
35
00:01:25,003 --> 00:01:27,436
Okay, so we got
a serious workout,
36
00:01:27,475 --> 00:01:30,152
which does explain
why I'm seriously craving food.
37
00:01:30,176 --> 00:01:32,698
Training with Hawkeye will
work up an appetite in anyone.
38
00:01:32,746 --> 00:01:35,746
Yeah, well, Hawkeye hasn't upgraded
his tech since Sherwood forest.
39
00:01:35,978 --> 00:01:37,242
Whereas my tech...
40
00:01:37,415 --> 00:01:39,442
Just found us
Joey Q's take-out.
41
00:01:41,210 --> 00:01:45,817
- The best burrito place in the entire...
- 2200 hours is lights out.
42
00:01:45,979 --> 00:01:47,591
You kids go to bed.
43
00:01:52,951 --> 00:01:53,497
[Static]
44
00:01:53,521 --> 00:01:54,152
Huh?
45
00:01:54,152 --> 00:01:54,979
[Static]
46
00:01:55,018 --> 00:01:55,645
Huh?
47
00:01:55,688 --> 00:01:57,772
Localized electronics jammer.
48
00:01:58,000 --> 00:02:00,183
Lights out doesn't just mean
sitting in the dark.
49
00:02:00,322 --> 00:02:01,007
[Scoffs]
50
00:02:01,084 --> 00:02:02,147
But we're not tired.
51
00:02:02,171 --> 00:02:04,641
Then fake it. It's
good training.
52
00:02:04,811 --> 00:02:05,825
Go to bed.
53
00:02:07,225 --> 00:02:09,066
We're hungry.
Not tired.
54
00:02:09,551 --> 00:02:10,770
[Snoring]
55
00:02:10,794 --> 00:02:13,603
We're heroes, we're hungry,
and we deserve a burrito run.
56
00:02:13,638 --> 00:02:14,701
Who's coming with me?
57
00:02:15,521 --> 00:02:17,563
You had me at "burritos," man.
58
00:02:17,716 --> 00:02:20,445
Me, three!
Squirrels love burritos.
59
00:02:20,677 --> 00:02:22,282
Uh, okay, fine.
60
00:02:22,323 --> 00:02:23,806
But the squirrels stay here.
61
00:02:24,111 --> 00:02:25,076
Even Monkey Joe?
62
00:02:25,100 --> 00:02:26,185
[Squirrel whining]
63
00:02:27,205 --> 00:02:29,830
Two words: Pistachio incident.
64
00:02:31,872 --> 00:02:33,596
[Whispers] You're still
innocent in my eyes.
65
00:02:33,627 --> 00:02:34,617
[Squirrels chattering]
66
00:02:34,651 --> 00:02:35,766
[Whines]
67
00:02:36,195 --> 00:02:39,194
[Power Man] This burrito place better
be worth running clear across town for.
68
00:02:39,604 --> 00:02:42,728
There are menus online, and they
got carnitas and pollo and...
69
00:02:42,751 --> 00:02:45,161
[Spider-Man] Quick, hide!
It's a bugle news chopper.
70
00:02:47,895 --> 00:02:49,417
Well,
that was close.
71
00:02:49,449 --> 00:02:51,520
Don't want our faces
Flashed on the evening news.
72
00:02:51,543 --> 00:02:52,574
Gotta go stealth.
73
00:02:52,634 --> 00:02:54,221
Right.
Hawkeye-style.
74
00:02:54,245 --> 00:02:56,248
People were stealth-ing
long before Hawkeye.
75
00:02:56,372 --> 00:02:57,867
We're doing this my way...
76
00:02:59,861 --> 00:03:01,717
[Alarm sounding]
77
00:03:01,741 --> 00:03:03,038
...after we look into that.
78
00:03:03,728 --> 00:03:05,705
Remember guys, stealth.
79
00:03:06,813 --> 00:03:08,574
That creep
looks familiar.
80
00:03:09,784 --> 00:03:11,936
Who's behind
dumpster number one?
81
00:03:12,943 --> 00:03:15,794
Shocker, a safecracker who
thinks vibro-shock gauntlets
82
00:03:15,818 --> 00:03:18,235
and quilted Long-Johns
are a sharp fashion choice.
83
00:03:20,790 --> 00:03:21,919
[Screaming]
84
00:03:23,306 --> 00:03:24,752
Not the smartest villain
85
00:03:25,063 --> 00:03:26,451
[battle cries]
86
00:03:27,372 --> 00:03:29,003
Not that brains are everything.
87
00:03:43,908 --> 00:03:45,413
If we live to tell this story,
88
00:03:45,437 --> 00:03:48,334
let's leave out the part where Vibro
Fluffypants kicked our butts.
89
00:03:48,938 --> 00:03:50,822
[Squirrel Girl grunts]
90
00:03:52,399 --> 00:03:54,293
[Shocker struggles]
[Squirrel Girl chirps]
91
00:03:55,389 --> 00:03:56,212
[Shocker grunts]
92
00:03:56,395 --> 00:03:58,295
[Power Man] I don't think so, Shocker.
93
00:03:58,735 --> 00:04:00,967
Scram, losers.
I got work to do.
94
00:04:02,027 --> 00:04:04,335
So do we, like stopping you.
95
00:04:04,549 --> 00:04:05,717
Hey, Shocker,
96
00:04:05,740 --> 00:04:07,074
you ever heard the one
about the...
97
00:04:11,715 --> 00:04:13,473
[Squirrel Girl screams]
98
00:04:17,528 --> 00:04:18,709
[Squirrel Girl screams]
99
00:04:18,733 --> 00:04:20,434
[Squirrel Girl gasps]
100
00:04:20,456 --> 00:04:22,115
You frizzled the fur!
101
00:04:22,137 --> 00:04:24,593
No one frizzles the fur.
102
00:04:25,440 --> 00:04:26,398
[Shocker grunts]
103
00:04:30,012 --> 00:04:30,951
[Squirrel Girl yelps]
104
00:04:32,237 --> 00:04:33,951
- Uh-oh.
- [Power Man] I got this.
105
00:04:33,975 --> 00:04:36,721
[Power Man straining]
106
00:04:39,870 --> 00:04:43,101
Okay, Shocker upped
his game a bit. Any ideas?
107
00:04:43,125 --> 00:04:46,875
It's like Hawkeye said, one of us should
sneak away and get the drop on him.
108
00:04:47,319 --> 00:04:48,865
[Spider-Man] That Hawkeye
tactic is obvious,
109
00:04:48,889 --> 00:04:50,860
but I'll do it
Spidey-style.
110
00:04:50,884 --> 00:04:52,735
[Shocker] You're done, hero.
111
00:04:52,759 --> 00:04:55,634
I think you mean, "I'm done,"
quilty Mac-Back-stitch.
112
00:04:55,658 --> 00:04:57,795
[Shocker screaming]
113
00:04:58,742 --> 00:04:59,831
[Shocker groans]
114
00:05:01,278 --> 00:05:03,517
And by, "I'm done,"
I mean you're done.
115
00:05:03,541 --> 00:05:06,480
I'm just speaking as you,
in case that wasn't clear.
116
00:05:06,512 --> 00:05:08,889
[Cars honking]
117
00:05:09,713 --> 00:05:12,168
Wha...?
Wait, where am I?
118
00:05:12,387 --> 00:05:14,028
This ain't my apartment.
119
00:05:14,052 --> 00:05:15,776
[Spider-Man] Think of
this as a home makeover.
120
00:05:17,314 --> 00:05:19,702
Let me out.
I didn't do nothing.
121
00:05:19,997 --> 00:05:20,987
I was framed!
122
00:05:21,019 --> 00:05:21,915
You guys okay?
123
00:05:21,939 --> 00:05:23,887
Yeah, but what
was that all about?
124
00:05:23,911 --> 00:05:26,497
[Spider-Man] I don't know. Shocker
may be a dramatic kind of guy,
125
00:05:26,521 --> 00:05:28,733
but faking amnesia's
a little much, even for him.
126
00:05:29,026 --> 00:05:31,290
Let's find out what that
padded wonder was up to.
127
00:05:31,315 --> 00:05:33,692
It's still got wires in it.
That's good, right?
128
00:05:33,730 --> 00:05:36,661
It's an access point for the
city's cell phone and antennae grid.
129
00:05:36,874 --> 00:05:38,204
Sweet Spanish almonds!
130
00:05:38,228 --> 00:05:40,516
He's gonna read
our text messages!
131
00:05:41,167 --> 00:05:42,199
[Car honks]
132
00:05:43,841 --> 00:05:46,612
...or something else
that's nefarious.
133
00:05:47,062 --> 00:05:48,245
From what I can tell,
134
00:05:48,350 --> 00:05:50,495
all Shocker did was
extend the grid's reach.
135
00:05:50,519 --> 00:05:52,836
So, he improved
our cell reception?
136
00:05:52,860 --> 00:05:55,110
Huh, guess even
bad guys hate low bars.
137
00:05:55,413 --> 00:05:57,951
We'll use the improved reception
to drop a call to the cops.
138
00:05:58,090 --> 00:05:59,877
Come on.
Let's get our burrito on.
139
00:06:03,206 --> 00:06:03,995
[Stomach growls]
140
00:06:04,019 --> 00:06:05,747
[Power Man] Yeah,
that was my stomach.
141
00:06:05,771 --> 00:06:08,105
- We close yet?
- Looks about six blocks up.
142
00:06:08,154 --> 00:06:10,461
[Crowd panicking] Tell me they're just
excited about the carnitas burrito.
143
00:06:10,485 --> 00:06:12,562
With your luck?
Not a chance.
144
00:06:13,088 --> 00:06:15,680
[Spider-Man] This isn't the usual
panic at the cell phone shop.
145
00:06:16,059 --> 00:06:18,375
Phone. Le phone. Le phone.
Le telephone.
146
00:06:18,399 --> 00:06:20,283
[Laughs]
147
00:06:20,494 --> 00:06:21,175
[Phone rings]
148
00:06:21,192 --> 00:06:21,757
'Allo?
149
00:06:21,781 --> 00:06:22,785
Sorry. Not here.
150
00:06:22,809 --> 00:06:23,209
[Laughs]
151
00:06:23,233 --> 00:06:24,244
Le phone.
152
00:06:24,983 --> 00:06:25,528
'Allo?
153
00:06:25,552 --> 00:06:29,165
Nope. Bye-bye. 'Allo. Phone. Le phone.
Le phone. Le telephone.
154
00:06:29,197 --> 00:06:30,889
[Laughs]
155
00:06:30,923 --> 00:06:32,932
Batroc the Leaper?
Sorry, buddy,
156
00:06:32,966 --> 00:06:34,574
the next Stark phone
isn't out for months.
157
00:06:38,011 --> 00:06:38,788
[Groans]
158
00:06:40,125 --> 00:06:41,183
En garde!
159
00:06:43,487 --> 00:06:44,302
Ha-ha!
160
00:06:44,334 --> 00:06:45,795
"Bat-chy",
I get it...
161
00:06:45,819 --> 00:06:49,156
You wanna call mom more often, the
international charges are terrible,
162
00:06:49,189 --> 00:06:51,279
so you turn to a life
of crime.
163
00:06:57,459 --> 00:06:58,896
[Batroc laughing]
164
00:06:59,567 --> 00:07:00,237
[Batroc] Voila!
165
00:07:00,261 --> 00:07:02,119
Maybe we should
call for back up.
166
00:07:02,142 --> 00:07:05,935
I am not calling for help on a guy
whose superpower is big smelly feet.
167
00:07:07,026 --> 00:07:07,875
[Mustache squeaks]
168
00:07:08,814 --> 00:07:11,334
Besides, they'll know
we snuck out to get food.
169
00:07:11,358 --> 00:07:14,341
And "ultimate grounded-man" doesn't
really leap off the tongue.
170
00:07:15,687 --> 00:07:17,149
[Laughs]
171
00:07:17,180 --> 00:07:18,045
Hey, Batty,
172
00:07:18,069 --> 00:07:19,954
don't forget to look
before you leap.
173
00:07:23,375 --> 00:07:24,887
[Power Man] Your call's been dropped.
174
00:07:26,526 --> 00:07:27,651
[Batroc groans]
175
00:07:29,158 --> 00:07:31,264
Le phone. Le phone! Le...
176
00:07:32,201 --> 00:07:33,235
Sacre bleu!
177
00:07:33,372 --> 00:07:34,268
What is this?
178
00:07:34,292 --> 00:07:36,031
You tried to steal
a bajillion phones.
179
00:07:36,225 --> 00:07:39,034
I made some funny quips. There
were laughs. There were tears.
180
00:07:39,279 --> 00:07:40,398
None of this
ring a bell.
181
00:07:40,430 --> 00:07:42,778
Phones, moi?
182
00:07:43,519 --> 00:07:45,427
I am not some peasant.
183
00:07:45,518 --> 00:07:48,043
I am a connoisseur
of the ill-gotten,
184
00:07:48,067 --> 00:07:50,377
and I would never
steal something so...
185
00:07:51,261 --> 00:07:52,321
Bourgeois.
186
00:07:53,019 --> 00:07:56,478
I hate to say it, but these are
kind of cheap for his usual taste.
187
00:07:57,579 --> 00:08:01,062
Two cell phone crimes, and two bad guys
who don't remember committing them.
188
00:08:01,379 --> 00:08:03,028
Anyone else find that
a little weird?
189
00:08:03,052 --> 00:08:06,077
My name is Squirrel Girl,
and I have squirrel powers.
190
00:08:06,137 --> 00:08:08,211
You're asking me
if something's weird?
191
00:08:08,369 --> 00:08:09,305
Touche.
192
00:08:11,249 --> 00:08:11,949
[Alarm sounding]
193
00:08:11,983 --> 00:08:12,718
Huh?!
194
00:08:12,879 --> 00:08:14,279
Another alarm?
195
00:08:15,685 --> 00:08:17,242
[Spider-Man] Another cell phone box?
196
00:08:17,572 --> 00:08:19,478
That makes three
cell phone crimes in a row.
197
00:08:19,963 --> 00:08:21,007
Mesmero!
198
00:08:21,206 --> 00:08:22,608
Spider-Man?
199
00:08:24,021 --> 00:08:25,685
Slow down,
shoulder pads!
200
00:08:25,987 --> 00:08:26,709
[Mesmero groans]
201
00:08:29,843 --> 00:08:32,931
Okay, did everyone get a
communications degree without me.
202
00:08:32,963 --> 00:08:37,182
I don't know, but the whole amnesia
thing's making a lot more sense.
203
00:08:37,562 --> 00:08:39,804
[Crowd eerily moaning]
204
00:08:39,830 --> 00:08:42,240
Uh, guys.
Paparazzi alert.
205
00:08:44,772 --> 00:08:46,400
[Spider-Man] Ah, friendly New Yorkers.
206
00:08:46,400 --> 00:08:48,163
Normally,
I'd love to strike a pose,
207
00:08:48,197 --> 00:08:50,110
but we're kinda heroing
on the D.L. Tonight,
208
00:08:50,144 --> 00:08:51,474
so, no photos, 'kay?
209
00:08:54,871 --> 00:08:57,712
Sorry, Spider-Man,
but they're not here for you.
210
00:08:57,745 --> 00:08:59,211
Minions, attack!
211
00:09:03,623 --> 00:09:04,969
Wait, no, stop!
212
00:09:04,993 --> 00:09:06,299
I'm just here for the burritos.
213
00:09:06,399 --> 00:09:08,085
Me and my big stomach.
214
00:09:10,114 --> 00:09:11,172
It's official,
215
00:09:11,197 --> 00:09:12,870
we should have stayed in
and ordered pizza.
216
00:09:15,030 --> 00:09:16,802
Squirrel Girl, Power Man,
heads up!
217
00:09:16,826 --> 00:09:17,493
[Squirrel Girl screams]
218
00:09:17,798 --> 00:09:18,629
Back off!
219
00:09:21,918 --> 00:09:23,573
You wanna get nuts?
220
00:09:23,669 --> 00:09:25,403
Let's get nuts.
221
00:09:25,427 --> 00:09:27,374
[Spider-Man] Whoa, these
are still innocent people.
222
00:09:27,451 --> 00:09:29,592
- It's Doctor Freaky-Eyes we want.
- [Squirrel Girl] I knew that.
223
00:09:29,626 --> 00:09:31,110
Tear them apart!
224
00:09:32,371 --> 00:09:34,025
Let's take a time out
for a second.
225
00:09:34,048 --> 00:09:36,981
I don't exactly have enough web
fluid to hold off half of New York.
226
00:09:37,163 --> 00:09:38,397
We should fall back.
227
00:09:38,421 --> 00:09:40,505
Hawkeye would tell us
to control the battlefield.
228
00:09:40,529 --> 00:09:43,022
[Spider-Man] We can't just leave these
people under Mesmero's spell...
229
00:09:43,318 --> 00:09:44,375
But fine.
230
00:09:44,634 --> 00:09:46,538
Hawkeye was right,
and controlling the battlefield
231
00:09:46,571 --> 00:09:47,783
means taking
the high ground.
232
00:09:48,034 --> 00:09:48,886
Oh no!
233
00:09:48,966 --> 00:09:51,024
[Mesmero] Find them!
Don't let them escape.
234
00:09:51,134 --> 00:09:54,120
Daddy has to
enlarge our family.
235
00:09:56,388 --> 00:09:57,701
[Spider-Man]
We can't stay up here forever.
236
00:10:03,029 --> 00:10:05,572
And by 'forever',
I apparently mean 'at all'.
237
00:10:05,595 --> 00:10:07,543
Squirrel Girl,
can you reach the next roof?
238
00:10:07,567 --> 00:10:08,475
Easy peasy.
239
00:10:08,875 --> 00:10:10,158
[Yells]
240
00:10:13,505 --> 00:10:16,463
Yeah. I don't do
'easy' or 'peasy'.
241
00:10:21,854 --> 00:10:23,014
Then try this.
242
00:10:23,504 --> 00:10:25,337
I definitely don't web swing.
243
00:10:25,361 --> 00:10:26,692
[Woman growls]
244
00:10:27,706 --> 00:10:28,422
You do now.
245
00:10:28,446 --> 00:10:31,466
[Power Man] Whoa!
246
00:10:32,315 --> 00:10:33,957
[Spider-Man] See? Easy peasy.
247
00:10:33,981 --> 00:10:34,753
[Power Man scoffs]
248
00:10:36,243 --> 00:10:37,134
[Power Man] Check it out.
249
00:10:37,158 --> 00:10:38,561
[Spider-Man] Mesmero must
have called them home.
250
00:10:38,599 --> 00:10:40,267
And home must be
over there.
251
00:10:42,674 --> 00:10:44,601
We wanted a battlefield
we could control.
252
00:10:44,898 --> 00:10:46,159
We gotta get there first.
253
00:10:48,793 --> 00:10:51,798
Don't worry, we only have to
do this about 20 more times.
254
00:10:51,908 --> 00:10:53,331
I hate you, Spidey.
255
00:10:53,585 --> 00:10:54,721
I get that a lot.
256
00:10:55,886 --> 00:10:57,760
No, no, no, no!
257
00:10:59,051 --> 00:11:02,958
[Crowd eerily moaning]
258
00:11:02,982 --> 00:11:04,248
[Spider-Man]
Lock this place down.
259
00:11:04,503 --> 00:11:07,500
If Mesmero wants them in here,
we're gonna keep 'em out there.
260
00:11:15,754 --> 00:11:18,006
[Spider-Man] Good. We'll keep them
out there where they're safe.
261
00:11:18,086 --> 00:11:19,292
[Elevator bell dings]
262
00:11:19,591 --> 00:11:22,191
[Spider-Man] Let me guess,
more Mesmero minions?
263
00:11:22,215 --> 00:11:24,193
[Shocker cackles]
264
00:11:24,378 --> 00:11:26,890
[Spider-Man] Here's the run down.
Shocker, covered it.
265
00:11:26,914 --> 00:11:28,613
Gloves, quilts, lame.
266
00:11:28,889 --> 00:11:31,427
Grizzly, guy in a cybernetic
Teddy bear suit.
267
00:11:31,558 --> 00:11:32,817
Still mad he missed the picnic.
268
00:11:33,000 --> 00:11:33,990
And Boomerang,
269
00:11:34,023 --> 00:11:35,809
master of the ancient art
of...
270
00:11:35,842 --> 00:11:38,072
Eh, just kidding. He
throws boomerangs.
271
00:11:38,096 --> 00:11:39,575
Round two, spider.
272
00:11:39,611 --> 00:11:41,335
Boss don't want you
interfering,
273
00:11:41,368 --> 00:11:44,121
so this time,
he gave me some friends.
274
00:11:44,145 --> 00:11:47,258
Leave it to Mesmero to shop in the
bargain basement of "villains-are-us".
275
00:11:47,282 --> 00:11:50,687
Come on, guys, let's kick some
sense into these rejects.
276
00:11:56,020 --> 00:11:57,760
Just your average bear to me.
277
00:11:59,517 --> 00:12:00,467
[Power Man groans]
278
00:12:01,086 --> 00:12:02,149
[Grizzly roars]
279
00:12:02,173 --> 00:12:03,162
Hey, grizzly!
280
00:12:03,370 --> 00:12:05,326
[Spider-Man] Ooh, right in the face.
281
00:12:05,447 --> 00:12:06,683
[Grizzly groans]
282
00:12:07,619 --> 00:12:08,785
[Phone squeaks like a squirrel]
283
00:12:08,809 --> 00:12:09,715
Hello?
284
00:12:09,739 --> 00:12:11,623
[Eerie noises]
285
00:12:11,919 --> 00:12:13,530
[Shocker cackles]
286
00:12:14,037 --> 00:12:14,947
Hey, Power Man.
287
00:12:15,038 --> 00:12:17,519
Did I call you for help, or
just think it really hard?
288
00:12:17,543 --> 00:12:19,091
Well, what did Hawkeye teach us?
289
00:12:19,115 --> 00:12:20,902
Don't do what
your enemies expect.
290
00:12:20,936 --> 00:12:21,956
Keep your focus.
291
00:12:21,990 --> 00:12:23,631
Don't think those
apply right now.
292
00:12:24,264 --> 00:12:25,104
[Yelps]
293
00:12:28,048 --> 00:12:29,868
Use your opponents
against each other?
294
00:12:30,413 --> 00:12:31,894
Now, that I can do.
295
00:12:36,967 --> 00:12:38,673
Hey, watch it, quilt head.
296
00:12:38,697 --> 00:12:40,216
Don't call me that!
297
00:12:40,245 --> 00:12:42,245
Hey, Shocker, does this hurt?
298
00:12:44,567 --> 00:12:46,225
[Shocker screams]
299
00:12:50,346 --> 00:12:51,749
I'll take that as a yes.
300
00:12:52,067 --> 00:12:55,337
[Boomerang whistles] Oi, you
ain't done with me, spider.
301
00:12:56,480 --> 00:12:57,142
Whoa!
302
00:13:02,004 --> 00:13:04,638
What I tell ya?
Hawkeye's lesson three.
303
00:13:04,783 --> 00:13:06,245
Would have done it anyway, Luke.
304
00:13:06,489 --> 00:13:07,662
Now, where's Squirrel Girl?
305
00:13:07,720 --> 00:13:09,090
[Elevator bell dings]
306
00:13:09,871 --> 00:13:11,409
S.G., wait up!
307
00:13:11,817 --> 00:13:12,706
Oh, no,
308
00:13:12,914 --> 00:13:14,530
you answered your phone,
didn't you?
309
00:13:14,889 --> 00:13:16,215
You answered it!
310
00:13:16,414 --> 00:13:17,661
She's going to the roof.
311
00:13:19,448 --> 00:13:20,746
You did good, Webs.
312
00:13:20,770 --> 00:13:24,816
Seriously? Tonight's been a series of
fowl-ups. We've even lost Squirrel Girl.
313
00:13:25,017 --> 00:13:27,727
If I'd listened to you sooner,
done it hawkeyes way...
314
00:13:27,751 --> 00:13:29,888
Hawkeye teaches us
the basics to grow on.
315
00:13:30,053 --> 00:13:32,607
Training's about what
works best for each of us.
316
00:13:32,669 --> 00:13:36,403
You did that, and you aren't any
less of a Spider-Man because of it.
317
00:13:37,652 --> 00:13:39,005
[Spider-Man]
Thanks for the pep talk, Luke,
318
00:13:39,312 --> 00:13:41,110
but we still got
a bad guy to punch,
319
00:13:41,500 --> 00:13:42,707
and there he is!
320
00:13:44,777 --> 00:13:46,475
You're too late,
Spider-Man.
321
00:13:46,554 --> 00:13:50,491
With my amplifier in position,
my power is limitless.
322
00:13:50,514 --> 00:13:52,084
So, we should smash
that amplifier.
323
00:13:52,216 --> 00:13:53,375
Thanks,
googly-eyes!
324
00:13:53,398 --> 00:13:55,352
You're way more helpful
than the other bad guys.
325
00:13:56,130 --> 00:13:58,606
Minions of New York,
protect me.
326
00:14:05,192 --> 00:14:06,187
[Spider-Man] Squirrel Girl?
327
00:14:08,926 --> 00:14:10,876
[Shocker cackles]
328
00:14:10,956 --> 00:14:14,272
You heard Mesmero. Keep
them from the tower.
329
00:14:14,398 --> 00:14:15,746
Kicks their butts.
330
00:14:15,869 --> 00:14:17,158
Ah, nuts.
331
00:14:21,017 --> 00:14:22,885
Hey, Spidey, do
yourself a favor.
332
00:14:22,991 --> 00:14:24,200
Don't look down.
333
00:14:24,224 --> 00:14:27,332
Yeah, because things are either
scary, bad, or dangerous.
334
00:14:29,013 --> 00:14:31,376
Things are scary,
bad, and dangerous!
335
00:14:35,485 --> 00:14:37,196
Thanks to the work
of my new friends,
336
00:14:37,229 --> 00:14:39,950
I control the entire
cellular network.
337
00:14:39,984 --> 00:14:42,030
With my powers being broadcast,
338
00:14:42,065 --> 00:14:45,645
now all of New York
is under my control.
339
00:14:45,778 --> 00:14:49,461
[People eerily moaning]
340
00:14:49,495 --> 00:14:50,711
[Banging at glass]
341
00:14:52,408 --> 00:14:53,312
I've got a thought.
342
00:14:53,336 --> 00:14:56,346
Hope it's a good idea, and not
just a silly throw-away joke.
343
00:14:56,491 --> 00:14:59,301
Yes, remember Hawkeye's
lesson number five?
344
00:14:59,326 --> 00:15:01,182
Do the unexpected! So?
345
00:15:01,215 --> 00:15:02,476
Get Squirrel Girl.
346
00:15:06,787 --> 00:15:08,241
Nope. Missed.
347
00:15:08,633 --> 00:15:09,629
Missed again!
348
00:15:10,375 --> 00:15:11,985
You are so bad at this.
349
00:15:12,070 --> 00:15:13,932
Here, let me show you
how it's done.
350
00:15:14,215 --> 00:15:15,128
[Spider-Man screams]
351
00:15:17,302 --> 00:15:18,442
[Growls]
352
00:15:21,322 --> 00:15:23,279
Come on, S.G.,
snap out of it.
353
00:15:23,312 --> 00:15:25,135
You can cram it with walnuts.
354
00:15:25,168 --> 00:15:26,097
Sorry in advance!
355
00:15:26,857 --> 00:15:27,524
[Groans]
356
00:15:28,220 --> 00:15:29,115
[Exhales]
357
00:15:29,288 --> 00:15:29,967
You back?
358
00:15:30,000 --> 00:15:31,653
Bright-eyed
and bushy-tailed.
359
00:15:31,942 --> 00:15:33,196
[Spider-Man] Then let's keep the momentum.
360
00:15:33,427 --> 00:15:34,702
You two handle these guys,
361
00:15:34,816 --> 00:15:36,120
I'll take Mesmero.
362
00:15:37,873 --> 00:15:38,928
[Grizzly yells]
363
00:15:38,952 --> 00:15:41,304
You're gonna get stomped,
rat girl.
364
00:15:41,337 --> 00:15:43,386
Rat? Rat?!
365
00:15:43,418 --> 00:15:45,355
Could a rat do this?
366
00:15:45,797 --> 00:15:47,196
[Grizzly] Whoa!
367
00:15:47,415 --> 00:15:49,211
[Screaming]
368
00:15:50,633 --> 00:15:52,748
[Groans]
369
00:15:53,025 --> 00:15:55,650
Squirrel, one.
Bear, nada.
370
00:16:04,587 --> 00:16:08,238
[Crowd eerily moaning]
371
00:16:17,513 --> 00:16:19,546
Time for
a Squirrel Girl special.
372
00:16:19,702 --> 00:16:20,789
[Screeches]
373
00:16:20,823 --> 00:16:23,544
[Boomerang] Oi, leggo, ya mangy wallaby!
374
00:16:23,576 --> 00:16:24,666
[Boomerang screams]
375
00:16:27,123 --> 00:16:27,932
[Groans]
376
00:16:28,188 --> 00:16:30,173
[Squeaks]
377
00:16:30,760 --> 00:16:32,873
Let's keep this between us.
378
00:16:33,317 --> 00:16:34,376
Up you go.
379
00:16:34,881 --> 00:16:35,937
[Squeaks]
380
00:16:39,475 --> 00:16:42,528
I dig the way your quilted
costume cushions my knuckles.
381
00:16:42,552 --> 00:16:44,315
Just like punching a cloud.
382
00:16:45,004 --> 00:16:46,349
Not so fast!
383
00:16:46,508 --> 00:16:48,427
I've already beaten you,
Spider-Man.
384
00:16:48,461 --> 00:16:51,245
Every new yorker with
a cell phone is my slave.
385
00:16:51,278 --> 00:16:54,857
And they will happily
destroy you for me.
386
00:16:55,282 --> 00:16:58,259
[Crowd eerily moaning]
387
00:16:58,563 --> 00:16:59,729
Sorry, Mesmero.
388
00:16:59,768 --> 00:17:02,672
- I'm disconnecting your service.
- I think not.
389
00:17:03,096 --> 00:17:06,669
Sleep, Spider-Man. And
never annoy me again.
390
00:17:07,130 --> 00:17:09,053
[Straining]
391
00:17:10,335 --> 00:17:12,282
But I did exactly
what Hawkeye did.
392
00:17:12,351 --> 00:17:14,031
I followed every lesson,
393
00:17:14,820 --> 00:17:15,887
except one.
394
00:17:15,990 --> 00:17:18,256
I said, sleep.
395
00:17:18,338 --> 00:17:19,652
Sorry, Mesmero.
396
00:17:19,807 --> 00:17:21,538
I'll tell you
what I told Nick Fury...
397
00:17:21,925 --> 00:17:23,146
I'm not tired.
398
00:17:23,859 --> 00:17:26,137
Freeze arrows, Spidey-style.
399
00:17:29,330 --> 00:17:31,551
Ah, so cold!
400
00:17:36,200 --> 00:17:38,132
You get one phone call, Mesmero.
401
00:17:38,231 --> 00:17:39,797
Tell those people to go home.
402
00:17:39,820 --> 00:17:43,058
Never!
My hordes will destroy you.
403
00:17:43,083 --> 00:17:44,519
If they make it in time.
404
00:17:44,730 --> 00:17:46,483
Guys, step back.
405
00:17:47,093 --> 00:17:48,916
[Both groan]
406
00:17:50,647 --> 00:17:52,022
What do you say, Mesmero?
407
00:17:52,281 --> 00:17:54,554
Do I tell those creeps
that you brainwashed them,
408
00:17:54,586 --> 00:17:55,858
or do you make that call?
409
00:17:56,157 --> 00:17:58,308
Tell everyone to go home
and forget what happened here.
410
00:17:58,333 --> 00:18:00,382
Tell all the villains
to return what they stole,
411
00:18:00,414 --> 00:18:02,237
and report to their
nearest police station,
412
00:18:02,271 --> 00:18:04,224
and tell them to give up
their life of crime,
413
00:18:04,258 --> 00:18:06,342
because deep down,
they're good people.
414
00:18:06,830 --> 00:18:08,839
Yeah, that last one
probably won't stick, but...
415
00:18:09,093 --> 00:18:10,096
It's worth a shot.
416
00:18:11,222 --> 00:18:13,449
You make a convincing case.
417
00:18:21,423 --> 00:18:23,375
[Crowd gasping]
418
00:18:23,407 --> 00:18:25,297
Cell phone users
of New York City,
419
00:18:25,329 --> 00:18:27,881
your zombie mission
cannot be completed as dialed.
420
00:18:27,961 --> 00:18:31,762
The numbskull super villain you've been
working for is no longer in service.
421
00:18:35,490 --> 00:18:38,625
[Spider-Man] Well, that's the last of it.
Everything back to normal.
422
00:18:39,329 --> 00:18:40,635
Whew, what a night.
423
00:18:40,670 --> 00:18:42,846
Not a night, any more.
Look.
424
00:18:43,310 --> 00:18:45,063
If we don't back
before bed check,
425
00:18:45,063 --> 00:18:47,520
Nick Fury will drop us
out of S.H.I.E.L.D. Academy.
426
00:18:47,554 --> 00:18:49,378
You guys get back
to the Triskelion.
427
00:18:49,412 --> 00:18:51,086
If you leave now,
you'll make it.
428
00:18:51,141 --> 00:18:52,165
What about you?
429
00:18:52,440 --> 00:18:54,182
Got one last thing
to take care of.
430
00:18:54,214 --> 00:18:55,300
Now, go.
431
00:18:59,949 --> 00:19:01,670
[Hawkeye] Rise and
shine, sleepy heads.
432
00:19:02,019 --> 00:19:05,609
It's the first official meeting of "the
five mile run before breakfast" club,
433
00:19:05,919 --> 00:19:07,320
and everybody's a member.
434
00:19:11,508 --> 00:19:13,397
We were... in the bathroom.
435
00:19:13,430 --> 00:19:14,807
We were brushing our tails.
436
00:19:14,807 --> 00:19:15,984
[Stammering]
I mean hair.
437
00:19:16,009 --> 00:19:17,359
We were brushing our hair.
438
00:19:17,384 --> 00:19:18,269
[Giggles nervously]
439
00:19:18,361 --> 00:19:20,376
That's exactly
what we were doing.
440
00:19:25,107 --> 00:19:27,443
Looks like our little club
is one short.
441
00:19:27,468 --> 00:19:29,619
Did Spider-Man decide
to join you?
442
00:19:29,795 --> 00:19:30,787
Of course not.
443
00:19:30,787 --> 00:19:32,448
He's right there asleep.
444
00:19:32,613 --> 00:19:34,163
But not because he's lazy.
445
00:19:34,188 --> 00:19:35,986
He was up all night studying.
446
00:19:36,048 --> 00:19:37,111
I'll wake him up.
447
00:19:37,134 --> 00:19:39,183
Please, allow me.
448
00:19:39,441 --> 00:19:40,932
See, Hawkeye?
Told you.
449
00:19:40,957 --> 00:19:42,695
You can't sneak up on a spider,
450
00:19:43,176 --> 00:19:45,574
especially not after
what you taught us yesterday.
451
00:19:45,681 --> 00:19:48,766
Well, seeing as how you kids
have been so diligent in your...
452
00:19:48,876 --> 00:19:51,692
Studies, maybe we can take
the morning off.
453
00:19:51,728 --> 00:19:53,519
[Cheering]
454
00:19:53,552 --> 00:19:55,537
And besides,
I gotta get down to I.T.
455
00:19:55,569 --> 00:19:58,355
Phone hasn't been able to get
decent bars all morning.
456
00:19:58,387 --> 00:19:58,883
[Door opens]
457
00:19:58,906 --> 00:20:00,172
Stay out of trouble.
458
00:20:02,104 --> 00:20:05,977
[Spider-Man] Come one, come all.
Breakfast burritos for everyone.
459
00:20:06,009 --> 00:20:07,994
[Cheering]
460
00:20:09,980 --> 00:20:11,772
[Squirrels squeak]
461
00:20:11,807 --> 00:20:13,377
What have we here?
462
00:20:14,655 --> 00:20:15,711
[zabu growls]
463
00:20:15,945 --> 00:20:19,680
Mm, Joey-Q's. My favorite.
464
00:20:19,724 --> 00:20:20,978
You kids eat up.
465
00:20:21,000 --> 00:20:24,319
New obstacle course this afternoon,
and you're gonna need the energy.
466
00:20:24,458 --> 00:20:27,538
We clearly gotta get those
crowd-fighting skills up to scratch.
467
00:20:29,880 --> 00:20:30,948
Fury knew?
468
00:20:31,085 --> 00:20:32,575
And he didn't bust us?
469
00:20:32,942 --> 00:20:35,010
Guess he wanted a burrito
as much as we did.
470
00:20:35,642 --> 00:20:37,272
Good thing I always order two.
471
00:20:40,272 --> 00:20:44,272
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