1
00:00:01,401 --> 00:00:03,286
Everybody knows
that spiders rule...

2
00:00:03,359 --> 00:00:06,838
Super strength, web-spinning,
wall-crawling, all that good stuff.

3
00:00:06,956 --> 00:00:08,156
I may be a little biased,

4
00:00:08,191 --> 00:00:10,525
but you can't do
much better than spiders.

5
00:00:10,759 --> 00:00:12,506
Any other bugs
are just bugs.

6
00:00:12,672 --> 00:00:15,968
Speaking of which,
this is Ant-Man.

7
00:00:15,993 --> 00:00:19,548
Hero, Avenger, and a guy who can
shrink to the size of, well,

8
00:00:19,574 --> 00:00:21,111
you guessed it, an ant,

9
00:00:21,137 --> 00:00:23,385
but still keep
his full human strength.

10
00:00:23,480 --> 00:00:26,007
You're gonna discover
that in the middle of a fight,

11
00:00:26,042 --> 00:00:27,908
size is irrelevant.

12
00:00:27,943 --> 00:00:32,048
Oh, yeah, I'll tell that to Rhino next time
they run out of burritos in the cafeteria.

13
00:00:32,162 --> 00:00:33,180
[Growls]

14
00:00:33,490 --> 00:00:35,079
Shh. Learning.

15
00:00:35,201 --> 00:00:36,645
Oh, come on, Amadeus.

16
00:00:36,670 --> 00:00:38,192
That shrinking stuff
is just a gimmick.

17
00:00:38,220 --> 00:00:39,737
It's not a valid battle...

18
00:00:40,710 --> 00:00:41,603
Skill?

19
00:00:43,545 --> 00:00:47,094
For the next demonstration,
I'll need a volunteer.

20
00:00:47,295 --> 00:00:49,182
Ugh. Me and my big mouth.

21
00:00:49,832 --> 00:00:51,020
Let's see what you got.

22
00:00:54,442 --> 00:00:57,118
Oh, wow. He shrunk. Like i
didn't see that coming.

23
00:00:57,143 --> 00:00:59,902
The only thing you could beat
me at is ruining picnics!

24
00:00:59,942 --> 00:01:00,750
Ugh!

25
00:01:02,784 --> 00:01:04,078
[Alarm beeping]

26
00:01:04,112 --> 00:01:06,081
Ugh! Do I hear bells?

27
00:01:06,114 --> 00:01:08,143
Ant-Man must've hit me
harder than I thought.

28
00:01:09,117 --> 00:01:10,313
Emergency alarm.

29
00:01:10,338 --> 00:01:11,935
Coming from
the Triskelion brig.

30
00:01:12,233 --> 00:01:13,644
I'm calling backup.

31
00:01:14,819 --> 00:01:15,878
Come with me.

32
00:01:20,063 --> 00:01:23,320
Ooh, finally free.

33
00:01:23,352 --> 00:01:25,099
Enjoy it while you can, Doc Ock.

34
00:01:25,134 --> 00:01:27,998
The next stretch you're gonna
do will be back in the brig.

35
00:01:31,313 --> 00:01:32,688
Right on cue!

36
00:01:32,942 --> 00:01:33,795
Hey, Doc!

37
00:01:33,864 --> 00:01:35,811
Know how you tell
if your jailbreak's a dud?

38
00:01:35,912 --> 00:01:37,298
When even Nick Fury himself

39
00:01:37,323 --> 00:01:39,472
shows up to personally
put you back in your cell.

40
00:01:39,509 --> 00:01:43,679
Actually, Mr. Fury was the one
kind enough to release me.

41
00:01:48,640 --> 00:01:50,512
Nick Fury's gone evil?!

42
00:02:04,298 --> 00:02:06,834
Spidey, is this some kind
of training exercise?

43
00:02:06,900 --> 00:02:08,034
Nobody told me.

44
00:02:08,144 --> 00:02:10,368
Which happens a lot,
now that I think about it.

45
00:02:10,801 --> 00:02:12,663
Fury's definitely not himself.

46
00:02:12,810 --> 00:02:15,526
[Spider-man] Ant-Man's right.
We gotta take Fury down.

47
00:02:18,120 --> 00:02:19,748
Before he takes us down.

48
00:02:19,774 --> 00:02:22,062
Nova, take a team
and go after Ock!

49
00:02:22,123 --> 00:02:23,269
On it, Webs.

50
00:02:23,361 --> 00:02:25,746
Rhino, Dagger, Venom,
you're with me.

51
00:02:33,102 --> 00:02:35,808
Oh, come on, Nick.
It's me, Spider-Man.

52
00:02:35,864 --> 00:02:38,445
Yours and everyone else's
favorite plucky hero?

53
00:02:40,524 --> 00:02:42,925
If this is about me
giving you that stress ulcer...

54
00:02:44,180 --> 00:02:46,889
I said I'm sorry!
Aah!

55
00:02:47,081 --> 00:02:48,187
Ugh!

56
00:02:51,020 --> 00:02:52,715
Don't know what's
gotten into you, Fury,

57
00:02:52,740 --> 00:02:54,978
but this has gone on
far enough.

58
00:02:58,828 --> 00:03:00,497
What could've made him
do this?

59
00:03:00,521 --> 00:03:03,344
Uh.... shouldn't we go after Ock too?

60
00:03:03,381 --> 00:03:04,402
Nova's on that.

61
00:03:04,427 --> 00:03:06,234
We gotta get Fury
to the sick bay.

62
00:03:09,320 --> 00:03:11,039
It's not
a life model decoy.

63
00:03:11,064 --> 00:03:12,862
This is the real Nick Fury,

64
00:03:12,924 --> 00:03:14,709
but something
is not right.

65
00:03:14,742 --> 00:03:16,318
Tell us something
we don't know.

66
00:03:16,342 --> 00:03:19,427
I'm detecting significant
nano-tech inside Fury's body,

67
00:03:19,453 --> 00:03:21,385
though it's too active
to isolate.

68
00:03:21,680 --> 00:03:25,019
Wait, picking up a larger nano
at the base of his brainstem.

69
00:03:25,054 --> 00:03:26,817
I'm gonna attempt to enhance.

70
00:03:28,282 --> 00:03:30,341
Whoa. That thing is ugly!

71
00:03:30,366 --> 00:03:32,074
Is that a miniaturized Ock bot?

72
00:03:32,477 --> 00:03:34,893
That would explain
Fury's behavior.

73
00:03:34,918 --> 00:03:37,159
That thing must be overriding
his brain impulses

74
00:03:37,199 --> 00:03:39,305
and controlling his body
against his will.

75
00:03:39,699 --> 00:03:40,961
[Doc Ock] <i>Brilliant, isn't it?</i>

76
00:03:41,002 --> 00:03:44,171
<i>You are all witness
to my finest achievement.</i>

77
00:03:44,206 --> 00:03:46,147
Considering how bad
you are at everything,

78
00:03:46,347 --> 00:03:47,975
that's not saying much, Doc.

79
00:03:48,009 --> 00:03:50,078
<i>While you laugh, Spider-Man,</i>

80
00:03:50,111 --> 00:03:54,014
<i>my nano-bots are going to tear
Fury apart from the inside.</i>

81
00:03:54,049 --> 00:03:55,560
<i>So it's up to you...</i>

82
00:03:55,950 --> 00:03:58,578
<i>Pursue me, or save Fury.</i>

83
00:03:58,603 --> 00:04:00,752
<i>You can't do both.</i>

84
00:04:01,501 --> 00:04:03,264
We'll see about that, Ock!

85
00:04:03,288 --> 00:04:04,401
Okay, Amadeus.

86
00:04:04,426 --> 00:04:05,670
Give us the good news.

87
00:04:05,695 --> 00:04:07,294
How do we "de-bot"
the boss?

88
00:04:07,468 --> 00:04:10,271
I don't think we can.
Ock's nanobots are linked.

89
00:04:10,414 --> 00:04:12,683
To take them out,
you have to take them all out,

90
00:04:12,709 --> 00:04:14,194
and there're far too many.

91
00:04:14,219 --> 00:04:16,372
Any surgery to remove them would be...

92
00:04:16,533 --> 00:04:17,612
Most likely fatal.

93
00:04:17,637 --> 00:04:19,230
Nick Fury's life is at stake.

94
00:04:19,355 --> 00:04:20,750
There has to be a way.

95
00:04:20,975 --> 00:04:23,379
Even if it means trying
something fantastic.

96
00:04:23,507 --> 00:04:25,709
The pym particles that
give you shrinking powers,

97
00:04:25,880 --> 00:04:26,980
could they shrink us?

98
00:04:27,016 --> 00:04:29,456
- To the size of nano-bots?
- I hear ya.

99
00:04:29,481 --> 00:04:33,384
Go micro and take out
the brain bot mano a nano.

100
00:04:33,521 --> 00:04:35,558
We could temporarily miniaturize,

101
00:04:35,584 --> 00:04:37,316
but we wouldn't be able
to move around.

102
00:04:37,379 --> 00:04:40,418
We'd need to be inside
some kind of airtight vehicle.

103
00:04:40,442 --> 00:04:44,031
I have just the thing. I got
bored on Saturday afternoon.

104
00:04:44,066 --> 00:04:46,379
By Saturday night
I built this.

105
00:04:46,651 --> 00:04:48,052
The "Spider Bot."

106
00:04:48,103 --> 00:04:50,480
Based on the design
from your spider tracers.

107
00:04:50,504 --> 00:04:51,437
Nice.

108
00:04:51,605 --> 00:04:54,845
Me, Ant-Man, Luke, we'll
go mini in the Spider Bot.

109
00:04:54,944 --> 00:04:57,163
Amadeus, you and Danny monitor Fury

110
00:04:57,201 --> 00:04:59,012
and provide tactical support
here in the lab.

111
00:04:59,048 --> 00:05:00,982
You two should be outfitted
with power suits

112
00:05:01,016 --> 00:05:03,750
in case we have to leave the
vehicle while miniaturized.

113
00:05:03,786 --> 00:05:05,550
That old power suit
never fit me right.

114
00:05:05,821 --> 00:05:07,855
I got bored
Sunday afternoon, too.

115
00:05:09,024 --> 00:05:12,189
Man! Good things happen
when you get bored.

116
00:05:12,468 --> 00:05:14,062
Seventh-smartest man
in the world,

117
00:05:14,096 --> 00:05:15,740
and he knows
how to sew, too?

118
00:05:15,964 --> 00:05:18,192
[Humming]

119
00:05:20,069 --> 00:05:21,331
Ah.

120
00:05:21,387 --> 00:05:23,088
Whoa-oh!

121
00:05:27,901 --> 00:05:29,565
I don't want to tell people
to check me out,

122
00:05:29,591 --> 00:05:31,365
but, people,
check me out!

123
00:05:36,237 --> 00:05:38,119
A spare helmet? Awesome.

124
00:05:38,153 --> 00:05:40,387
I can be the amazing
Spider Ant-Man.

125
00:05:40,723 --> 00:05:43,288
- Or spider-Mant?
- Not exactly.

126
00:05:43,314 --> 00:05:45,707
Amadeus adapted my ant
communication technology

127
00:05:45,733 --> 00:05:48,893
to allow us to communicate with
Fury once we reach the brain stem.

128
00:05:49,255 --> 00:05:50,641
We have 30 minutes.

129
00:05:50,665 --> 00:05:53,968
After that, anything shrunk
will return to its normal size.

130
00:05:54,002 --> 00:05:56,362
If we're inside Fury's body
when that happens,

131
00:05:56,401 --> 00:05:58,394
then Fury and all of us will be...

132
00:05:58,533 --> 00:06:01,021
A risk we have to take.
Let's do it.

133
00:06:01,148 --> 00:06:02,776
Ready for miniaturization.

134
00:06:02,810 --> 00:06:04,692
Commence Pym particle irradiation.

135
00:06:04,779 --> 00:06:06,552
Roger that.
Commencing.

136
00:06:31,005 --> 00:06:32,622
Miniaturization complete.

137
00:06:32,646 --> 00:06:34,096
Start the countdown clock.

138
00:06:38,268 --> 00:06:41,045
<i>Stand by for introduction
into Fury's bloodstream.</i>

139
00:06:50,430 --> 00:06:53,586
[Spider-Man] Whoa! We are
actually inside Nick Fury's body.

140
00:06:53,612 --> 00:06:57,029
This is without a doubt the most
fantastical thing I have ever...

141
00:06:57,178 --> 00:06:59,247
Oh, I forgot my camera phone.

142
00:06:59,288 --> 00:07:01,146
Not bad for a "gimmick" huh?

143
00:07:01,201 --> 00:07:04,199
Oh, heh, yeah,
about that, I uh...

144
00:07:04,411 --> 00:07:06,512
Oh! Spider sense going crazy.

145
00:07:07,060 --> 00:07:08,918
But I don't see anything
that could...

146
00:07:12,596 --> 00:07:13,437
Found it.

147
00:07:13,463 --> 00:07:15,374
One of Fury's
white blood cells...

148
00:07:15,399 --> 00:07:17,360
Part his body's natural
defenses.

149
00:07:17,711 --> 00:07:20,497
- No problem. I've got it.
- No, wait, don't!

150
00:07:23,759 --> 00:07:26,644
Now Fury's immune system will
see us as a full-blown threat.

151
00:07:26,649 --> 00:07:28,156
An infection to be destroyed.

152
00:07:28,211 --> 00:07:30,295
Sensors are picking up
more white blood cells.

153
00:07:30,538 --> 00:07:31,889
And they're coming in fast!

154
00:07:36,738 --> 00:07:38,262
There's too many of 'em.

155
00:07:39,340 --> 00:07:40,423
Unless we get them off,

156
00:07:40,447 --> 00:07:42,860
the antibodies will dissolve
right through the hull.

157
00:07:45,619 --> 00:07:47,456
Ugh, I think I'm gonna be sick.

158
00:07:51,259 --> 00:07:52,470
They're melting through!

159
00:07:52,653 --> 00:07:54,699
Hold on. I'm gonna shake 'em off.

160
00:07:56,576 --> 00:07:57,137
[Grunts]

161
00:07:57,163 --> 00:07:57,821
Spidey...

162
00:07:57,860 --> 00:07:59,081
They're not shaking off!

163
00:07:59,336 --> 00:08:01,504
They're not?
Oh, that's not good.

164
00:08:01,529 --> 00:08:04,141
That's not good!

165
00:08:04,180 --> 00:08:06,168
Gonna pull up?
Please, pull up!

166
00:08:06,168 --> 00:08:08,106
- Pull up!
- Look out!

167
00:08:09,348 --> 00:08:10,303
Aah!

168
00:08:10,738 --> 00:08:11,533
Wah!

169
00:08:13,372 --> 00:08:14,425
Aw, yeah!

170
00:08:14,451 --> 00:08:17,670
Does the word "reckless" mean
anything to you, Spider-Man?

171
00:08:18,841 --> 00:08:20,466
I think I found us
a quick getaway.

172
00:08:24,894 --> 00:08:27,136
Now that was a fancy
little bit of piloting.

173
00:08:27,175 --> 00:08:29,588
- Sometimes I even amaze my...
- Ugh.

174
00:08:29,658 --> 00:08:31,331
And we're going
the wrong way.

175
00:08:31,591 --> 00:08:33,418
<i>[Spider-Man] Danny, please
tell me Nova and his team</i>

176
00:08:33,443 --> 00:08:34,834
<i>are doing better
than we are.</i>

177
00:08:37,668 --> 00:08:38,562
<i>Ugh!</i>

178
00:08:39,513 --> 00:08:40,195
[grunts]

179
00:08:40,220 --> 00:08:43,187
Best not to focus on that
which is out of your hands.

180
00:08:43,212 --> 00:08:46,102
Spidey, we found you a new
route, but it won't be easy.

181
00:08:46,128 --> 00:08:49,615
The path from your current position in
the abdomen is up through Fury's heart,

182
00:08:49,639 --> 00:08:50,934
then up into his brain.

183
00:08:50,960 --> 00:08:53,558
<i>Fury's heart? Heh. Didn't
realize he had one.</i>

184
00:08:53,584 --> 00:08:55,436
Fury's heart beats
60 times a minute.

185
00:08:55,461 --> 00:08:57,260
You'll have less than
a one-second opening

186
00:08:57,286 --> 00:08:59,702
to get through his mitral
valve or be crushed by it.

187
00:08:59,727 --> 00:09:03,712
Impossible odds. Certain doom.
Gotcha. Situation normal.

188
00:09:06,628 --> 00:09:09,868
[Power Man] Oh, man, Ock's nano-bots
are converging on our position.

189
00:09:11,072 --> 00:09:12,288
Gonna have to call you back.

190
00:09:15,830 --> 00:09:17,119
I can't shake 'em!

191
00:09:17,144 --> 00:09:19,250
If we can't shake
'em, let's shoot 'em.

192
00:09:30,480 --> 00:09:32,270
They just
took out the comm!

193
00:09:32,355 --> 00:09:34,850
Spider Bot? Come in, Spider Bot.

194
00:09:36,947 --> 00:09:39,486
Fury is always complaining that
he has an ulcer with my name

195
00:09:39,511 --> 00:09:41,677
written all over it.
And there it is.

196
00:09:42,152 --> 00:09:43,947
Wait, what are you
doing, Spider-Man?

197
00:09:47,615 --> 00:09:49,552
Reverse! Full power!

198
00:09:53,561 --> 00:09:57,100
Baiting the nanos into destroying
themselves in Fury's stomach acid...

199
00:09:57,320 --> 00:09:58,980
Well done, Spider-Man.

200
00:10:00,702 --> 00:10:03,929
Guys, we do not want to be
here when that thing pops.

201
00:10:08,491 --> 00:10:10,303
[Belches]

202
00:10:10,328 --> 00:10:11,347
They're alive!

203
00:10:11,571 --> 00:10:13,878
Spidey's the only one
who could make Fury that sick.

204
00:10:13,903 --> 00:10:17,054
Uh, that's a lot of bots
between us and Fury's brain.

205
00:10:17,798 --> 00:10:20,082
We don't have a choice.
We've gotta go through them.

206
00:10:20,596 --> 00:10:22,096
I feel so useless.

207
00:10:22,557 --> 00:10:24,552
I wish there was something
we could do to help them.

208
00:10:24,576 --> 00:10:25,844
Perhaps there is.

209
00:10:44,327 --> 00:10:45,150
Ugh!

210
00:10:45,562 --> 00:10:46,796
[Spider-man]
Are you guys seeing this?

211
00:10:47,241 --> 00:10:48,996
Ock didn't just
make Ock bots.

212
00:10:49,022 --> 00:10:50,908
He made lizard bots,
beetle bots,

213
00:10:50,932 --> 00:10:52,349
even Goblin bots.

214
00:10:53,129 --> 00:10:53,984
Huh?

215
00:10:55,028 --> 00:10:56,946
The heart valve's
staying open between beats

216
00:10:56,971 --> 00:10:58,664
to give us a chance
to get through.

217
00:10:59,207 --> 00:11:00,212
But how?

218
00:11:00,238 --> 00:11:02,791
I'm guessing with a little help
from our friends on the outside.

219
00:11:03,948 --> 00:11:04,802
It's working.

220
00:11:04,826 --> 00:11:06,788
Your chi is slowing down
his heart rate.

221
00:11:08,611 --> 00:11:10,605
I only hope it will be enough.

222
00:11:18,038 --> 00:11:18,822
Aah!

223
00:11:19,296 --> 00:11:20,493
Weapons are down!

224
00:11:21,131 --> 00:11:22,524
[Spider-Man] We're not
gonna last much longer.

225
00:11:22,835 --> 00:11:24,732
I mean, I'm hoping
I'm wrong and all, but...

226
00:11:24,758 --> 00:11:27,428
Maintain course and speed.
No matter what happens.

227
00:11:27,453 --> 00:11:29,283
Wait, you're not actually
going out there?

228
00:11:30,095 --> 00:11:32,142
Yep, he's really
going out there.

229
00:11:38,462 --> 00:11:41,899
[Grunting]

230
00:11:44,380 --> 00:11:46,619
Didn't think I was going to let
you have all the fun, did you?

231
00:11:46,644 --> 00:11:47,823
You call this fun?

232
00:11:49,075 --> 00:11:50,911
Pick on someone
your own size...

233
00:11:50,936 --> 00:11:52,102
Or smaller!

234
00:11:54,298 --> 00:11:55,235
[Shrieks]

235
00:11:56,602 --> 00:11:59,456
Please keep your teeth and claws
out of the Spidey at all times.

236
00:11:59,481 --> 00:12:00,201
Aah!

237
00:12:00,392 --> 00:12:02,124
Goes for your tail too!

238
00:12:05,686 --> 00:12:08,022
Spider-Man, we can't
hold them off forever.

239
00:12:08,162 --> 00:12:09,629
Don't have to, Ant-Man.

240
00:12:09,653 --> 00:12:11,167
We're almost
at the heart valve.

241
00:12:11,192 --> 00:12:12,559
We need to get back in there.

242
00:12:12,980 --> 00:12:14,153
Right behind ya!

243
00:12:15,058 --> 00:12:15,985
Ugh!

244
00:12:16,567 --> 00:12:17,652
Ant-Man!

245
00:12:18,886 --> 00:12:20,018
[Groans]

246
00:12:20,956 --> 00:12:25,960
Fury is the mission priority, not me.
Now go! Now! That's an order!

247
00:12:25,994 --> 00:12:27,365
We'll be back for you!

248
00:12:33,270 --> 00:12:34,352
<i>Punch it, Luke!</i>

249
00:12:46,524 --> 00:12:47,496
Whew.

250
00:12:47,679 --> 00:12:49,072
What about Ant-Man?

251
00:12:49,259 --> 00:12:50,419
Ant-Man's tough.

252
00:12:50,445 --> 00:12:51,955
He'll be okay
until we can come back.

253
00:12:51,980 --> 00:12:53,486
If we don't run outta time.

254
00:12:59,794 --> 00:13:01,938
We're here.
Nick Fury's brain.

255
00:13:13,510 --> 00:13:15,274
Now where's our little
brain-drainer?

256
00:13:15,299 --> 00:13:17,496
Homing in on Ock's
neural bot's signal now...

257
00:13:17,946 --> 00:13:18,995
Bingo!

258
00:13:20,011 --> 00:13:23,541
We have a plan to unplug that hunk
of Ock junk from Fury's noodle?

259
00:13:23,717 --> 00:13:24,899
Of course I have a plan.

260
00:13:25,019 --> 00:13:27,567
Not a great plan
or a well-thought-out plan,

261
00:13:27,591 --> 00:13:28,624
but it's a plan.

262
00:13:30,761 --> 00:13:31,561
See?

263
00:13:36,115 --> 00:13:38,447
<i>You're quite resourceful,
Spider-Man,</i>

264
00:13:38,472 --> 00:13:42,147
<i>but did you really think I'd
leave my brain bot undefended?</i>

265
00:13:46,774 --> 00:13:48,644
This was not part of my plan,

266
00:13:49,009 --> 00:13:50,197
but I got an idea.

267
00:13:50,259 --> 00:13:52,278
I need somebody
to keep those bots busy.

268
00:13:52,302 --> 00:13:53,909
Thought you'd never ask.

269
00:13:56,884 --> 00:13:59,995
Which one of you bots gonna help
me field-test my power suit?

270
00:14:03,402 --> 00:14:05,162
All of you?
That's cool.

271
00:14:05,826 --> 00:14:06,804
Ugh!

272
00:14:11,408 --> 00:14:12,900
Power Man going strong.

273
00:14:13,191 --> 00:14:14,889
Now what can we do
for Nick Fury?

274
00:14:17,365 --> 00:14:20,433
Hey, Doc,
kiss my Spider-Bot!

275
00:14:26,452 --> 00:14:28,034
Overriding Ock's control.

276
00:14:28,096 --> 00:14:29,038
Director Fury?

277
00:14:29,650 --> 00:14:30,951
Nick, are you there?

278
00:14:30,985 --> 00:14:32,177
Director Fury?

279
00:14:32,533 --> 00:14:34,736
Oh, come on, Nick.
Can you hear me?

280
00:14:35,171 --> 00:14:37,514
<i>Spider-Man! Of course I'm here.</i>

281
00:14:37,539 --> 00:14:39,201
<i>You're jacked
into my brainstem.</i>

282
00:14:39,256 --> 00:14:41,409
- We're here to free you from the...
- <i>Don't worry about me.</i>

283
00:14:41,434 --> 00:14:43,182
<i>You've got to stop
the reactor bomb.</i>

284
00:14:43,207 --> 00:14:44,424
Reactor bomb?

285
00:14:44,442 --> 00:14:46,528
Aw, this day
just keeps getting better.

286
00:14:48,816 --> 00:14:51,496
I could've sworn you said
something about a "reactor bomb"?

287
00:14:51,639 --> 00:14:53,457
<i>Ock made me do two things...</i>

288
00:14:55,777 --> 00:14:57,423
<i>Release him from his cell...</i>

289
00:15:03,717 --> 00:15:06,899
<i>Then program the Triskelion
reactor to build a meltdown.</i>

290
00:15:07,947 --> 00:15:09,150
Running out of time.

291
00:15:09,176 --> 00:15:11,015
And the commlink
to the outside's down.

292
00:15:11,198 --> 00:15:12,659
How can we warn
the Triskelion?

293
00:15:12,693 --> 00:15:14,173
<i>Well, I'm not doing anything.</i>

294
00:15:14,198 --> 00:15:16,538
<i>Want me to just stroll down
to reactor control?</i>

295
00:15:16,652 --> 00:15:18,985
Good idea!
Accessing motor functions.

296
00:15:19,586 --> 00:15:21,572
Hope you nano-bots
aren't getting tired!

297
00:15:21,669 --> 00:15:23,303
[Grunts]

298
00:15:23,504 --> 00:15:26,251
Cause I could do this
all day and all night!

299
00:15:35,811 --> 00:15:37,149
Strength of a human.

300
00:15:37,302 --> 00:15:39,268
Comes in kind of handy
at this size.

301
00:15:39,772 --> 00:15:41,620
Welcome to the party,
Ant-Man.

302
00:15:41,655 --> 00:15:43,581
Looks like I'm not
the only crasher.

303
00:15:54,327 --> 00:15:56,254
And it looks like
you're timing's perfect.

304
00:15:56,705 --> 00:15:59,419
That's a problem.
A mega-bot problem.

305
00:16:00,207 --> 00:16:02,456
- Spider-Man?
- Need you guys to buy me some time.

306
00:16:02,481 --> 00:16:05,650
If Doc Ock can control Nick Fury's
body remotely, why can't I?

307
00:16:05,676 --> 00:16:07,933
Patching Ant-Man's helmet
into the command console.

308
00:16:07,948 --> 00:16:10,032
Now I'm playing
"Nick Fury the video game."

309
00:16:10,379 --> 00:16:12,028
You're playing what?

310
00:16:15,230 --> 00:16:16,139
Huh?

311
00:16:17,033 --> 00:16:18,291
How did he get out?

312
00:16:18,316 --> 00:16:19,905
I couldn't get
your voice box back on line,

313
00:16:19,931 --> 00:16:22,244
so I'm trying to signal
the guys about the reactor.

314
00:16:27,485 --> 00:16:31,524
Dance skills notwithstanding, I
do wonder why he hasn't attacked.

315
00:16:32,573 --> 00:16:34,572
Spidey must've
scrambled his brains.

316
00:16:34,597 --> 00:16:36,096
We'd better get him
strapped back down.

317
00:16:36,144 --> 00:16:38,076
Sorry guys,
can't let that happen.

318
00:16:39,336 --> 00:16:40,524
- Look out!
- Watch out!

319
00:16:40,548 --> 00:16:41,528
[Grunting]

320
00:16:41,528 --> 00:16:42,428
Whoa!

321
00:16:47,251 --> 00:16:48,221
Stop!

322
00:16:49,971 --> 00:16:52,961
There's no telling how Spidey
and the others could be harmed.

323
00:16:53,352 --> 00:16:55,457
Red alert!
Nick Fury is loose.

324
00:16:55,482 --> 00:16:57,638
<i>I repeat,
Nick Fury is loose!</i>

325
00:16:57,698 --> 00:16:58,639
Ugh! Wait.

326
00:16:58,663 --> 00:17:01,562
I had this down a minute ago.
Left foot, right foot, uh...

327
00:17:01,635 --> 00:17:03,546
<i>You're making me
look like a fool!</i>

328
00:17:07,474 --> 00:17:09,402
Still trying to figure out
what we're up against here,

329
00:17:09,426 --> 00:17:10,795
but don't wait around
on my behalf.

330
00:17:10,819 --> 00:17:12,667
You and I
should probably move!

331
00:17:19,209 --> 00:17:20,460
Remember our training!

332
00:17:20,484 --> 00:17:22,612
Use our size
to our advantage.

333
00:17:22,624 --> 00:17:23,670
Follow my lead.

334
00:17:42,619 --> 00:17:44,445
We're in the reactor control
room, but...

335
00:17:45,173 --> 00:17:46,255
Spidey-sense!

336
00:17:51,486 --> 00:17:53,882
I sense something
about Director Fury.

337
00:17:54,072 --> 00:17:55,294
Something familiar.

338
00:17:55,318 --> 00:17:56,882
Those are
Spider-Man moves.

339
00:17:56,935 --> 00:18:00,565
Spidey must've taken control of
Fury's body away from Doc Ock.

340
00:18:03,397 --> 00:18:04,597
[Spider-Man] We don't have much time left.

341
00:18:04,632 --> 00:18:06,885
Now let's shut down
this reactor overload.

342
00:18:09,210 --> 00:18:10,907
Right eye on
the security scanner.

343
00:18:13,441 --> 00:18:15,307
<i>My other right eye!</i>

344
00:18:15,333 --> 00:18:16,303
I knew that.

345
00:18:20,438 --> 00:18:22,635
<i>[Male voice] Security
scan accepted... N. Fury.</i>

346
00:18:22,661 --> 00:18:24,030
<i>Clearance Alpha 1-A.</i>

347
00:18:24,056 --> 00:18:26,303
<i>Emergency reactor
cool-down initiated.</i>

348
00:18:26,327 --> 00:18:30,491
[Grunting]

349
00:18:37,652 --> 00:18:38,759
<i>[Groans]</i>

350
00:18:39,378 --> 00:18:41,271
<i>You may have saved his body,</i>

351
00:18:41,390 --> 00:18:43,818
<i>but you won't
save Nick Fury's mind!</i>

352
00:18:43,872 --> 00:18:45,288
<i>[Evil laughter]</i>

353
00:18:45,313 --> 00:18:46,795
- Go!
- It's gonna blow!

354
00:18:46,952 --> 00:18:49,677
<i>Ock just put his mega bot
into self-destruct.</i>

355
00:18:49,702 --> 00:18:51,051
Another countdown to doom?

356
00:18:51,211 --> 00:18:53,201
How can there be this many
countdowns going?

357
00:18:53,385 --> 00:18:54,569
I'll complain later.

358
00:18:54,595 --> 00:18:56,961
<i>[Spider-man] Ant-Man, Power
Man, we gotta bounce!</i>

359
00:18:59,025 --> 00:19:01,013
Nice to see you.
Both of you.

360
00:19:01,038 --> 00:19:04,105
We have to be out of Nick Fury's
body when that timer hits zero.

361
00:19:04,131 --> 00:19:06,173
And another countdown
to doom?

362
00:19:06,508 --> 00:19:08,372
Ah, doesn't matter.
We can make it.

363
00:19:08,396 --> 00:19:10,808
We just gotta be
a little bit reckless.

364
00:19:32,011 --> 00:19:33,536
Nick Fury's esophagus?

365
00:19:33,560 --> 00:19:36,253
Needed to dump some trash
in the old S.H.I.E.L.D. incinerator.

366
00:19:38,292 --> 00:19:39,663
Make it quick!

367
00:19:46,395 --> 00:19:48,292
[Spider-Man] Gut-bombs away!

368
00:19:52,989 --> 00:19:55,144
Uh, having a little
problem here.

369
00:19:55,169 --> 00:19:56,482
Losing power!

370
00:19:57,333 --> 00:19:58,243
Aah!

371
00:20:03,993 --> 00:20:06,586
The Pym particles are fading.
We're out of time!

372
00:20:06,820 --> 00:20:08,199
We got one chance.

373
00:20:08,589 --> 00:20:09,961
What are you doing?

374
00:20:10,728 --> 00:20:13,185
Just giving the boss
a little tummy ache.

375
00:20:17,699 --> 00:20:18,681
Yeah!

376
00:20:21,736 --> 00:20:22,797
Hold on!

377
00:20:24,499 --> 00:20:25,680
I'm fine.

378
00:20:25,704 --> 00:20:27,247
Just a touch of indigest...

379
00:20:27,626 --> 00:20:29,576
[Belches]

380
00:20:35,255 --> 00:20:36,176
[Belches]

381
00:20:36,176 --> 00:20:36,912
Excuse me.

382
00:20:36,935 --> 00:20:37,935
[All groan]

383
00:20:38,083 --> 00:20:39,925
Ugh. Ugh.

384
00:20:41,923 --> 00:20:42,986
Yo, web head.

385
00:20:43,108 --> 00:20:44,839
Freaky Doc's
back in his cage.

386
00:20:44,858 --> 00:20:46,482
His Ock bots
give you any trouble?

387
00:20:46,508 --> 00:20:48,499
<i>They were... no biggie.</i>

388
00:20:48,751 --> 00:20:50,386
<i>Thanks for spotting us
on Ock duty.</i>

389
00:20:50,412 --> 00:20:53,115
Hey, that's how
us big boys roll.

390
00:20:53,527 --> 00:20:56,020
<i>So, if we're done
with the size puns,</i>

391
00:20:56,046 --> 00:20:57,022
<i>I'm out.</i>

392
00:20:59,540 --> 00:21:00,621
'Cause we were shrunk.

393
00:21:01,776 --> 00:21:03,226
You have a good team here, Nick.

394
00:21:03,250 --> 00:21:04,450
They're quick learners.

395
00:21:04,509 --> 00:21:06,384
Only because we've got
the best teachers.

396
00:21:06,410 --> 00:21:08,305
All tests are normal,
Director Fury.

397
00:21:08,329 --> 00:21:11,305
- I'm giving you a clean bill of health.
- Are you kidding me?

398
00:21:11,442 --> 00:21:13,175
I'm bruised
from head to toe,

399
00:21:13,263 --> 00:21:15,655
my head is pounding, and
my ulcer is acting up

400
00:21:15,690 --> 00:21:17,113
like I've been
eating scrap metal.

401
00:21:17,221 --> 00:21:18,208
Well, these things happen

402
00:21:18,232 --> 00:21:21,160
- to a man of your advanced...
- Man of my "advanced" what?

403
00:21:22,763 --> 00:21:26,070
A man of your advanced...
knowledge and good looks.

404
00:21:26,768 --> 00:21:28,801
That's what I thought
you were going to say.

405
00:21:29,026 --> 00:21:30,201
Reckless.

406
00:21:33,201 --> 00:21:37,201
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