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1
00:00:02,045 --> 00:00:04,655
[suspenseful music]
2
00:00:04,700 --> 00:00:06,090
- Let's go, let's go,
let's go!
3
00:00:06,136 --> 00:00:07,306
[grunts]
4
00:00:07,355 --> 00:00:09,435
Sorry.
In a bit of a hurry.
5
00:00:09,487 --> 00:00:11,007
Uh, make good choices!
6
00:00:11,054 --> 00:00:13,194
I'm back, Miles.
Don't worry, I--
7
00:00:13,230 --> 00:00:14,540
- Got the drive?
8
00:00:14,579 --> 00:00:16,019
Please tell me you
got the drive.
9
00:00:16,059 --> 00:00:17,579
- Yup, it was in
the old spider's nest
10
00:00:17,626 --> 00:00:18,926
where I thought it'd be,
11
00:00:18,975 --> 00:00:20,665
and now it's on the way to you,
via me.
12
00:00:20,716 --> 00:00:22,146
- Swing as fast as you can.
13
00:00:22,196 --> 00:00:23,886
All of Horizon High
is on the line here.
14
00:00:23,936 --> 00:00:25,716
- [grunts]
Trust me.
15
00:00:25,764 --> 00:00:27,944
I'm well aware this is the most
important piece of evidence
16
00:00:27,984 --> 00:00:30,204
we have
to save Max's job as principal.
17
00:00:30,247 --> 00:00:31,547
[grunting]
18
00:00:31,596 --> 00:00:33,246
[stammering]
19
00:00:33,294 --> 00:00:34,644
The school board can't fire him
20
00:00:34,686 --> 00:00:36,036
after they see
what we've got here.
21
00:00:36,079 --> 00:00:37,339
- If they see it.
22
00:00:37,385 --> 00:00:39,035
They're back in session
any minute,
23
00:00:39,082 --> 00:00:40,742
and the last thing they heard
24
00:00:40,779 --> 00:00:42,689
was Connors talking
about Max's Venom experiments
25
00:00:42,738 --> 00:00:44,478
that almost destroyed
the city.
26
00:00:44,522 --> 00:00:45,962
We need that drive.
27
00:00:46,002 --> 00:00:47,532
- Have I ever let you down,
Miles?
28
00:00:48,657 --> 00:00:50,087
Okay, you're pausing too long.
29
00:00:50,137 --> 00:00:51,787
Don't answer that.
Look.
30
00:00:51,834 --> 00:00:53,624
I'll be back in a--
a very soon amount of time.
31
00:00:53,662 --> 00:00:56,062
- Your lack of specifics
isn't very comforting.
32
00:00:56,099 --> 00:00:57,879
Just get here!
33
00:00:57,927 --> 00:00:59,097
[warbling]
34
00:00:59,146 --> 00:01:01,316
- [grunts]
Ow!
35
00:01:01,365 --> 00:01:03,445
Not even an "excuse me"?
36
00:01:03,498 --> 00:01:04,798
Dude?
Ooh!
37
00:01:04,847 --> 00:01:05,977
Aah!
38
00:01:06,022 --> 00:01:07,812
Ah!
39
00:01:07,850 --> 00:01:09,770
Aw, two of you?
Look.
40
00:01:09,808 --> 00:01:12,678
Nobody likes a third wheel,
so I'm just gonna be going.
41
00:01:12,724 --> 00:01:16,214
♪
42
00:01:16,250 --> 00:01:17,820
[zap]
Whoa!
43
00:01:17,860 --> 00:01:20,120
Aw!
Lasers now.
44
00:01:20,167 --> 00:01:21,857
Why?
- Why?
45
00:01:21,907 --> 00:01:25,257
Because they, like the
master mind who created them,
46
00:01:25,302 --> 00:01:28,442
have a bone to pick with you,
Spider-Man.
47
00:01:28,479 --> 00:01:31,219
- Aw, Tinkerer.
You made some friends.
48
00:01:31,265 --> 00:01:33,395
You literally
made some friends.
49
00:01:33,441 --> 00:01:36,141
- Increase laser output 30%.
50
00:01:36,183 --> 00:01:37,493
Deadlier!
51
00:01:37,532 --> 00:01:39,662
- Your friends are the worst!
52
00:01:39,708 --> 00:01:42,188
[pages flipping]
53
00:01:42,232 --> 00:01:45,242
[heroic music]
54
00:01:45,279 --> 00:01:48,979
♪
55
00:01:51,111 --> 00:01:52,551
[tense music]
56
00:01:52,590 --> 00:01:54,240
- Seriously, I gotta run.
57
00:01:54,288 --> 00:01:57,068
I don't have time to deal
with your petty revenge issues.
58
00:01:57,117 --> 00:01:58,377
- Petty?
59
00:01:58,422 --> 00:02:01,302
You put me in prison
three times!
60
00:02:01,338 --> 00:02:03,508
Now I will put you in prison.
61
00:02:03,558 --> 00:02:06,558
A prison
of your own destruction.
62
00:02:06,604 --> 00:02:08,784
[zapping]
- Aah!
63
00:02:08,824 --> 00:02:10,964
[grunts]
That doesn't even make sense!
64
00:02:11,000 --> 00:02:13,740
[grunting]
[zapping]
65
00:02:15,526 --> 00:02:18,356
Do you think maybe we could use
our "inside" laser blasts?
66
00:02:18,399 --> 00:02:21,839
- I programmed these bots
to do whatever I say.
67
00:02:21,880 --> 00:02:23,190
Brilliant!
68
00:02:23,230 --> 00:02:25,750
Escape is not possible
this time.
69
00:02:25,797 --> 00:02:27,277
- All right, then.
70
00:02:27,321 --> 00:02:29,801
Drones with an attitude
problem, come get me!
71
00:02:29,845 --> 00:02:32,535
- After him!
Obviously!
72
00:02:32,587 --> 00:02:34,417
[zapping]
- Up here!
73
00:02:34,458 --> 00:02:36,808
Over here!
74
00:02:36,852 --> 00:02:38,292
Too slow!
75
00:02:38,332 --> 00:02:39,942
- Stop with the chasing,
76
00:02:39,985 --> 00:02:42,335
and start with the blasting,
bots!
77
00:02:42,379 --> 00:02:43,859
No!
78
00:02:43,902 --> 00:02:45,342
You're supposed
to be my friends.
79
00:02:45,382 --> 00:02:46,782
[zapping]
[electrical surging]
80
00:02:46,818 --> 00:02:48,688
♪
81
00:02:48,733 --> 00:02:52,523
No, no, this is not ideal
in the slightest.
82
00:02:52,563 --> 00:02:54,443
- Splat!
- Splat?
83
00:02:54,478 --> 00:02:57,048
[muffled speech]
84
00:02:57,089 --> 00:02:58,829
- That never gets old.
85
00:03:00,789 --> 00:03:03,439
Stop everything.
86
00:03:03,487 --> 00:03:05,267
I object!
87
00:03:05,315 --> 00:03:07,485
- Object to what, Mr. Parker?
88
00:03:07,535 --> 00:03:09,355
There's nothing to object to.
89
00:03:09,406 --> 00:03:11,056
- But--that's right.
90
00:03:11,103 --> 00:03:13,193
Because I have proof
on this drive
91
00:03:13,236 --> 00:03:15,536
that Max Modell
isn't just a great principal,
92
00:03:15,586 --> 00:03:17,586
but also a great man.
93
00:03:17,632 --> 00:03:19,162
- Are you kidding?
94
00:03:19,199 --> 00:03:21,719
We've already had multiple
witnesses and evidence
95
00:03:21,766 --> 00:03:24,066
proving that Modell
is a danger to this school
96
00:03:24,116 --> 00:03:25,116
and should be removed.
97
00:03:25,161 --> 00:03:26,951
It's time to reach a verdict.
98
00:03:26,989 --> 00:03:30,299
- No, it's time to listen
to an extra special testimony
99
00:03:30,340 --> 00:03:33,170
from one of the foremost
scientific minds of the world,
100
00:03:33,213 --> 00:03:34,953
proving that Max,
101
00:03:34,997 --> 00:03:37,257
even if he did make a mistake
with the V-252 symbiote,
102
00:03:37,304 --> 00:03:40,394
has had nothing but the best
of intentions at Horizon High.
103
00:03:40,437 --> 00:03:42,607
Anya, play the footage, please.
104
00:03:45,355 --> 00:03:46,875
[calm music]
105
00:03:46,922 --> 00:03:50,012
- Despite our
contentious history,
106
00:03:50,055 --> 00:03:53,185
even I must admit Modell
is not only a genius,
107
00:03:53,233 --> 00:03:56,023
but also a barometer
of scientific morality.
108
00:03:56,061 --> 00:03:58,191
- [groans]
- Yes, he did fire me,
109
00:03:58,238 --> 00:04:00,888
but I realize now
that I deserved it.
110
00:04:00,936 --> 00:04:02,886
It was one of the many
actions he took
111
00:04:02,938 --> 00:04:04,328
to protect his students,
112
00:04:04,374 --> 00:04:06,464
who are always
his first priority,
113
00:04:06,507 --> 00:04:09,547
even when I could not fathom
such a way of thinking.
114
00:04:09,597 --> 00:04:12,767
In fact, I could not have
saved that student, Alexi,
115
00:04:12,817 --> 00:04:14,557
if it wasn't
for Modell's development
116
00:04:14,602 --> 00:04:15,992
of the neural cortex.
117
00:04:16,038 --> 00:04:18,128
A brilliant piece
of technology.
118
00:04:18,170 --> 00:04:20,910
Without it, that poor student
would've remained
119
00:04:20,956 --> 00:04:24,526
in that dreadful
rhinoceros form forever.
120
00:04:24,568 --> 00:04:27,398
- Wow, I never thought
you'd come around on Max.
121
00:04:27,441 --> 00:04:29,311
- Nor I.
122
00:04:29,356 --> 00:04:32,046
But his track record
is indisputable.
123
00:04:32,097 --> 00:04:34,447
Modell's actions
have saved more lives
124
00:04:34,491 --> 00:04:36,931
than anyone
in this city realizes.
125
00:04:36,972 --> 00:04:38,542
- There you have it.
126
00:04:38,582 --> 00:04:41,282
Otto Octavius,
the late world renowned genius,
127
00:04:41,324 --> 00:04:43,854
who once could not stand
Max Modell,
128
00:04:43,892 --> 00:04:47,942
praising his brilliance,
importance, and morality.
129
00:04:47,983 --> 00:04:49,423
You simply can't fire him.
130
00:04:49,463 --> 00:04:52,203
This school needs Max
as principal.
131
00:04:52,248 --> 00:04:53,948
- I find it hard to believe
132
00:04:53,989 --> 00:04:56,079
the school board
is going to take the word
133
00:04:56,121 --> 00:04:57,911
of a renowned super criminal.
134
00:04:57,949 --> 00:04:59,559
- But Otto reformed!
135
00:04:59,603 --> 00:05:01,693
He helped save New York
from the Vulture,
136
00:05:01,736 --> 00:05:03,646
and not only that,
he was my friend.
137
00:05:04,391 --> 00:05:06,181
One of my best friends!
138
00:05:06,218 --> 00:05:07,478
- Spare me the attempt
139
00:05:07,524 --> 00:05:10,354
at salvaging
Otto Octavius's reputation.
140
00:05:10,397 --> 00:05:12,747
He once ran a team
of super villains.
141
00:05:12,790 --> 00:05:15,970
Max Modell
fired Octavius himself.
142
00:05:16,011 --> 00:05:18,271
- Well, sure,
Otto made mistakes,
143
00:05:18,318 --> 00:05:19,618
but in the end--
144
00:05:19,667 --> 00:05:21,887
- You had your turn!
Now it's mine.
145
00:05:21,930 --> 00:05:24,370
The defendant refused
to employ people
146
00:05:24,411 --> 00:05:26,151
that put students in danger,
147
00:05:26,195 --> 00:05:29,285
yet his own experiments
are exactly that:
148
00:05:29,329 --> 00:05:30,939
dangerous.
149
00:05:30,982 --> 00:05:34,732
His work with V-252
almost took my life.
150
00:05:34,769 --> 00:05:37,819
- You're the one that entered
my lab without authorization!
151
00:05:37,859 --> 00:05:39,599
- Because I had reason
to believe
152
00:05:39,643 --> 00:05:42,043
you were engaging
in illicit experiments!
153
00:05:42,080 --> 00:05:43,520
And I was right.
154
00:05:44,387 --> 00:05:46,687
I was lucky to survive
that day,
155
00:05:46,737 --> 00:05:49,997
but someday, someone won't be,
156
00:05:50,045 --> 00:05:52,475
and I care too much about
the students of this school
157
00:05:52,526 --> 00:05:54,216
to let that happen.
158
00:05:54,266 --> 00:05:57,046
- If that is the last
of today's testimony,
159
00:05:57,095 --> 00:05:59,355
the board will now take
a three-hour recess.
160
00:05:59,402 --> 00:06:02,232
When we return,
we will render our verdict.
161
00:06:05,930 --> 00:06:07,630
[solemn music]
162
00:06:07,671 --> 00:06:09,461
- It's over.
163
00:06:09,499 --> 00:06:12,979
- We can't give up.
- But we've tried everything.
164
00:06:13,024 --> 00:06:15,594
- I really thought that footage
of Otto was gonna work.
165
00:06:15,636 --> 00:06:17,196
- Sorry, kids,
166
00:06:17,246 --> 00:06:19,246
but it looks like you're
on the wrong side of history
167
00:06:19,291 --> 00:06:20,681
on this one.
168
00:06:20,728 --> 00:06:22,598
- They haven't reached
a verdict yet, Connors.
169
00:06:22,643 --> 00:06:25,393
There's still hope.
- Oh, Peter.
170
00:06:25,428 --> 00:06:27,738
Poor, naive Peter.
171
00:06:27,778 --> 00:06:31,428
He's finished,
and once Max is fired,
172
00:06:31,478 --> 00:06:33,178
it will add the weight I need
173
00:06:33,218 --> 00:06:36,178
to press criminal charges
for reckless endangerment.
174
00:06:36,221 --> 00:06:39,441
I'm not about to forget
the peril he put me in.
175
00:06:39,486 --> 00:06:41,436
- Connors is gonna
use this hearing
176
00:06:41,488 --> 00:06:43,228
to build a criminal case?
177
00:06:43,272 --> 00:06:45,412
- Max could go to prison.
178
00:06:48,582 --> 00:06:50,412
- Excuse me, your Honor?
179
00:06:50,453 --> 00:06:53,543
- I'm not a judge, Peter,
but what can I help you with?
180
00:06:53,587 --> 00:06:56,937
- Uh, my friends and I
were just talking, and well,
181
00:06:56,981 --> 00:06:59,071
we're worried about Max.
182
00:06:59,114 --> 00:07:01,904
- There's gotta be a way
to keep him here at Horizon.
183
00:07:01,943 --> 00:07:03,683
- Unfortunately,
I'm not allowed
184
00:07:03,727 --> 00:07:05,897
to advise parties
on their cases.
185
00:07:05,947 --> 00:07:07,727
[students groaning]
186
00:07:07,775 --> 00:07:11,125
But the story of Max
helping that poor boy
187
00:07:11,169 --> 00:07:13,819
that had been turned
into the Rhino was inspiring.
188
00:07:13,868 --> 00:07:16,908
Perhaps if that boy
were to be the final testimony
189
00:07:16,958 --> 00:07:19,788
on Max's behalf,
it could sway the board.
190
00:07:19,830 --> 00:07:23,090
- Yes!
Alexi, that's such a good idea.
191
00:07:23,138 --> 00:07:24,878
I'll go get him,
and we're good.
192
00:07:24,922 --> 00:07:28,012
- Pump the breaks, Pete.
Alexi's sick or something.
193
00:07:28,056 --> 00:07:29,666
Hasn't been in class
for, like, a week.
194
00:07:29,710 --> 00:07:32,280
- All right, well,
then I'll just call him.
195
00:07:32,321 --> 00:07:33,281
[beeps]
196
00:07:33,322 --> 00:07:34,322
[line ringing]
197
00:07:34,366 --> 00:07:35,846
[beeping]
198
00:07:35,890 --> 00:07:38,200
Or I'll just go to his house.
199
00:07:38,240 --> 00:07:39,760
[ominous music]
200
00:07:39,807 --> 00:07:41,107
Is anyone home?
201
00:07:41,156 --> 00:07:42,976
Hello?
202
00:07:43,027 --> 00:07:45,637
Oh, whatever this is,
this is bad.
203
00:07:45,682 --> 00:07:47,292
♪
204
00:07:47,336 --> 00:07:49,946
"Alexi, here's the number
to Grandma's cabin.
205
00:07:49,991 --> 00:07:51,471
"Left you all the fix-ins
206
00:07:51,514 --> 00:07:53,084
"for peanut butter
and jelly sandwiches.
207
00:07:53,124 --> 00:07:55,134
"You just need to get bread
and peanut butter.
208
00:07:55,170 --> 00:07:58,830
Love, Mom.
P.S. We're low on jelly."
209
00:07:58,869 --> 00:08:00,439
That explains where his mom is,
210
00:08:00,480 --> 00:08:02,000
but why is there no
peanut butter?
211
00:08:02,046 --> 00:08:04,786
And where's Alexi?
212
00:08:04,832 --> 00:08:07,532
Laptop's still here,
so this wasn't a robbery.
213
00:08:07,574 --> 00:08:09,144
What's going on?
214
00:08:09,184 --> 00:08:10,974
Okay,
where's the phone finder app?
215
00:08:11,012 --> 00:08:12,492
[keys clacking]
216
00:08:12,535 --> 00:08:14,885
[beeping]
He's at the East River docks.
217
00:08:14,929 --> 00:08:17,449
That would take forever
to get to...
218
00:08:17,497 --> 00:08:20,847
for someone
who isn't Spider-Man.
219
00:08:20,891 --> 00:08:23,241
- Alexi's place
was broken into?
220
00:08:23,285 --> 00:08:24,895
- Yeah, but I tracked
his phone.
221
00:08:24,939 --> 00:08:26,719
Whatever kind of trouble
he's in,
222
00:08:26,767 --> 00:08:28,507
I'll get him out and back
to Horizon as soon as possible.
223
00:08:28,551 --> 00:08:30,511
[beeping]
224
00:08:30,553 --> 00:08:34,173
♪
225
00:08:34,209 --> 00:08:35,989
Alexi's phone?
226
00:08:36,037 --> 00:08:37,647
This is strange.
227
00:08:37,691 --> 00:08:39,821
- [roars]
- Ah, oh!
228
00:08:39,867 --> 00:08:42,037
So help me,
if it is flying robots again--
229
00:08:42,086 --> 00:08:44,736
- [growling]
- Alexi?
230
00:08:44,785 --> 00:08:46,915
You're back to being the Rhino?
231
00:08:46,961 --> 00:08:48,311
- [growls]
232
00:08:51,269 --> 00:08:52,969
- [grunts]
- [roars]
233
00:08:53,010 --> 00:08:54,750
- Now I get why
you haven't been in school.
234
00:08:54,795 --> 00:08:56,185
It's noticeable.
235
00:08:56,231 --> 00:08:57,751
- [roars]
- Ah, whoa!
236
00:08:57,798 --> 00:08:59,538
Whoa, whoa.
Look.
237
00:08:59,582 --> 00:09:00,842
I don't know
how this happened--
238
00:09:00,888 --> 00:09:02,318
- [growls]
239
00:09:02,367 --> 00:09:04,327
- But Max can get you
back to normal again.
240
00:09:04,369 --> 00:09:05,809
[suspenseful music]
241
00:09:05,849 --> 00:09:08,199
[grunting]
242
00:09:08,243 --> 00:09:10,943
Alexi, I know you're in there.
243
00:09:10,985 --> 00:09:13,765
Let the guy in the spider suit
help you.
244
00:09:13,814 --> 00:09:16,564
- [growling]
- Okay.
245
00:09:16,599 --> 00:09:18,079
Guess you're not interested
in help!
246
00:09:18,122 --> 00:09:21,042
[grunting]
247
00:09:21,082 --> 00:09:22,952
♪
248
00:09:22,997 --> 00:09:24,737
- [growls]
249
00:09:24,781 --> 00:09:26,701
♪
250
00:09:26,740 --> 00:09:30,180
- [panting]
251
00:09:30,221 --> 00:09:31,611
Safe.
Huh?
252
00:09:31,658 --> 00:09:32,748
Ooh!
253
00:09:34,182 --> 00:09:35,622
[grunts]
254
00:09:35,662 --> 00:09:36,622
Giving up?
255
00:09:38,403 --> 00:09:40,063
Guess that's a no!
256
00:09:40,101 --> 00:09:44,191
I'm gonna try not
to take this personally!
257
00:09:48,109 --> 00:09:51,069
[dark music]
258
00:09:51,112 --> 00:09:53,162
♪
259
00:09:53,201 --> 00:09:54,811
[groans]
260
00:09:54,855 --> 00:09:58,815
♪
261
00:10:08,912 --> 00:10:11,262
[cell phone ringing]
262
00:10:11,872 --> 00:10:13,132
[beeps]
263
00:10:13,177 --> 00:10:15,307
- Finally.
Did you find Alexi?
264
00:10:15,353 --> 00:10:18,273
- Well, yeah, but there's
a slight problem.
265
00:10:18,313 --> 00:10:20,233
He's Rhino.
- Again?
266
00:10:20,271 --> 00:10:23,141
How did that happen?
- Didn't get a chance to ask.
267
00:10:23,187 --> 00:10:26,227
He's also got
these strange glowing eyes,
268
00:10:26,277 --> 00:10:28,497
like, mind-control eyes.
269
00:10:28,540 --> 00:10:31,980
- So not only is Alexi
in trouble, it's over for Max.
270
00:10:32,022 --> 00:10:33,982
We don't have anyone left
to defend him.
271
00:10:34,024 --> 00:10:35,904
- If I can get Rhino
back to Horizon,
272
00:10:35,939 --> 00:10:37,419
we can cure him
273
00:10:37,462 --> 00:10:39,072
before the school board
comes back into session.
274
00:10:39,116 --> 00:10:40,896
- And how are we gonna do that?
275
00:10:40,944 --> 00:10:43,604
The neural cortex that cured
him last time is destroyed.
276
00:10:43,643 --> 00:10:46,213
- But we still have
all of Max's research.
277
00:10:46,254 --> 00:10:47,864
We can replicate the sequence.
278
00:10:47,908 --> 00:10:50,298
- Not without reverse
engineering whatever serum
279
00:10:50,345 --> 00:10:52,555
turned Alexi back into a Rhino,
280
00:10:52,608 --> 00:10:54,438
and I doubt he's carrying any.
281
00:10:54,479 --> 00:10:57,439
If I remember right,
Rhinos don't have pockets.
282
00:10:57,482 --> 00:11:00,182
- Hopefully there's some serum
wherever he's leading me.
283
00:11:00,224 --> 00:11:02,534
- Sounds like a long shot.
284
00:11:02,574 --> 00:11:04,714
- Dude, it's the best idea
I've got.
285
00:11:04,751 --> 00:11:06,711
- I got a better one.
I'm coming to help.
286
00:11:06,753 --> 00:11:08,933
- No, no!
If this is all going to work,
287
00:11:08,972 --> 00:11:12,852
I need you, Gwen, and Anya to
repurpose Max's cure research.
288
00:11:12,889 --> 00:11:15,019
Talk later.
I'm going in.
289
00:11:15,065 --> 00:11:17,715
- So we gotta pull all
of Max's Rhino cure research
290
00:11:17,764 --> 00:11:20,464
because Peter's gonna be back
soon with Alexi,
291
00:11:20,505 --> 00:11:22,415
who, like I said,
is a rhino again.
292
00:11:22,464 --> 00:11:25,644
- How is Peter Parker
gonna get Rhino back here?
293
00:11:25,685 --> 00:11:28,555
- Good call, Anya.
We have to help him.
294
00:11:28,600 --> 00:11:31,340
Spidey Team style.
295
00:11:31,386 --> 00:11:33,296
- Yeah.
Did I say Peter?
296
00:11:33,344 --> 00:11:34,914
I mean Spider-Man.
297
00:11:36,608 --> 00:11:38,998
When Pete figured out
it was a Rhino problem,
298
00:11:39,046 --> 00:11:42,046
he called Spidey, who is way
stronger and more helpful,
299
00:11:42,092 --> 00:11:45,102
but what we need to do
is not ask so many questions,
300
00:11:45,139 --> 00:11:46,969
get Max's research
up and running,
301
00:11:47,010 --> 00:11:48,840
and make sure the computers
are ready.
302
00:11:49,839 --> 00:11:51,749
- If you say so.
303
00:11:51,798 --> 00:11:55,668
♪
304
00:11:55,715 --> 00:11:57,795
- Yes, everything's
going according
305
00:11:57,847 --> 00:11:59,587
to your brilliant plan,
306
00:11:59,631 --> 00:12:02,811
and Modell will soon
be out of Horizon for good.
307
00:12:03,940 --> 00:12:05,900
- On one hand,
I'm glad the ground down here
308
00:12:05,942 --> 00:12:07,682
is mushy enough
to leave tracks.
309
00:12:07,727 --> 00:12:10,117
On the other hand--
ugh--
310
00:12:10,164 --> 00:12:12,994
I'm gonna have to throw away
these socks.
311
00:12:18,476 --> 00:12:21,176
Alexi!
[grunts]
312
00:12:21,218 --> 00:12:23,568
[grunts]
Yeah.
313
00:12:23,612 --> 00:12:26,012
I guess if it can hold a rhino,
it can stop a spider.
314
00:12:26,049 --> 00:12:27,219
[buzzing]
315
00:12:27,268 --> 00:12:29,398
Bees?
Wait, way down here?
316
00:12:29,444 --> 00:12:30,974
I'd say that's weird,
317
00:12:31,011 --> 00:12:33,271
but I am spider person
following a rhino person,
318
00:12:33,317 --> 00:12:34,877
so who am I to judge?
319
00:12:34,928 --> 00:12:37,668
Oh, there's gotta be a way
to open these cages.
320
00:12:37,713 --> 00:12:39,803
Huh.
321
00:12:39,846 --> 00:12:42,716
Do you bees know something
I don't?
322
00:12:42,762 --> 00:12:46,372
[grunting]
323
00:12:55,426 --> 00:12:57,296
Jackal serums?
324
00:12:57,341 --> 00:13:00,481
It was Jackal who turned Alexi
into Rhino in the first place,
325
00:13:00,518 --> 00:13:02,688
but he's been missing
for over a year.
326
00:13:02,738 --> 00:13:07,348
Wow, this place is a hive
of criminal science.
327
00:13:07,395 --> 00:13:08,825
Get it?
Hive?
328
00:13:08,875 --> 00:13:11,175
Aw, no one's ever around
for the good ones.
329
00:13:11,225 --> 00:13:13,835
Come on.
Rhino serums.
330
00:13:13,880 --> 00:13:15,400
[buzzing]
331
00:13:15,446 --> 00:13:16,836
[warbling]
332
00:13:16,883 --> 00:13:18,713
Whoa!
Jackal?
333
00:13:18,754 --> 00:13:20,844
You update your wardrobe
or something?
334
00:13:20,887 --> 00:13:22,707
- Jackal?
Ha!
335
00:13:22,758 --> 00:13:23,978
[buzzing]
336
00:13:24,020 --> 00:13:25,810
- And there goes sleeping
ever again.
337
00:13:25,848 --> 00:13:28,548
[buzzing]
Okay.
338
00:13:28,590 --> 00:13:30,810
That is really odd
bee-havior.
339
00:13:30,853 --> 00:13:32,383
[chuckles]
340
00:13:32,420 --> 00:13:34,770
Oh, what, nothing?
Huh, tough swarm.
341
00:13:34,814 --> 00:13:37,644
[tense music]
342
00:13:37,686 --> 00:13:41,296
- I knew this lab would make
all my dreams come true,
343
00:13:41,342 --> 00:13:44,652
but I never thought
I'd snare Spider-Man himself
344
00:13:44,693 --> 00:13:45,913
inside of it.
345
00:13:45,955 --> 00:13:47,735
[laughing]
[buzzing]
346
00:13:47,783 --> 00:13:49,183
- You have some
really weird dreams!
347
00:13:52,092 --> 00:13:54,622
- [grunts]
Let go! I hate this!
348
00:13:54,659 --> 00:13:56,309
Buzz off, will ya?
[buzzing]
349
00:13:56,357 --> 00:13:57,877
[grunts]
350
00:13:57,924 --> 00:14:00,014
Aah, ugh.
351
00:14:00,056 --> 00:14:01,356
Make up your mind.
352
00:14:01,405 --> 00:14:02,885
Are you man made of bees
353
00:14:02,929 --> 00:14:05,059
or just a bunch of bees
pretending to be a man?
354
00:14:05,105 --> 00:14:07,235
- Is there a difference?
355
00:14:09,544 --> 00:14:11,374
- Dude, you just blew my mind.
356
00:14:11,415 --> 00:14:13,325
And what do you want
with the Rhino?
357
00:14:13,374 --> 00:14:15,424
- Do you know
what people would pay
358
00:14:15,463 --> 00:14:17,773
to see a spider monster
do battle?
359
00:14:17,813 --> 00:14:19,473
- Why would I know that?
[grunts]
360
00:14:19,510 --> 00:14:22,170
- [grunts]
Trying to take me down?
361
00:14:22,209 --> 00:14:24,859
My friend wouldn't like that.
362
00:14:24,907 --> 00:14:27,477
- Like you have any--
- [growls]
363
00:14:27,518 --> 00:14:28,688
- Aah!
Aah!
364
00:14:29,738 --> 00:14:31,478
- Okay, the hard drives
365
00:14:31,522 --> 00:14:33,702
with Max's genome sequencing
analysis are mounted,
366
00:14:33,742 --> 00:14:35,962
and the serum is ready
for synthesizing.
367
00:14:36,005 --> 00:14:37,485
- How much time do we have
368
00:14:37,528 --> 00:14:39,008
before the school board
is back in session?
369
00:14:40,227 --> 00:14:42,317
- I think none.
370
00:14:45,145 --> 00:14:48,575
- We've had time to discuss the
case raised by both parties,
371
00:14:48,626 --> 00:14:50,976
and if there are no more
character witnesses,
372
00:14:51,020 --> 00:14:53,070
we shall render our verdict.
373
00:14:53,109 --> 00:14:55,019
- If it pleases
the school board,
374
00:14:55,068 --> 00:14:57,108
the defense does have
another witness.
375
00:14:57,157 --> 00:14:58,847
- And who is that?
376
00:14:59,333 --> 00:15:01,513
- Yeah, who is that?
377
00:15:01,552 --> 00:15:03,552
- Uh, me.
378
00:15:03,598 --> 00:15:05,168
[inspiring music]
379
00:15:05,208 --> 00:15:07,558
If it's a truly heartfelt
testimony that you need
380
00:15:07,602 --> 00:15:10,612
so Max can keep his job,
then I'm your guy.
381
00:15:10,648 --> 00:15:13,868
Because Max Modell is more
than just a professor to me.
382
00:15:13,913 --> 00:15:15,703
He's a seven-days-a-week friend
383
00:15:15,740 --> 00:15:17,480
who makes the most delicious
strawberry and banana smoothies
384
00:15:17,525 --> 00:15:18,955
in New York City.
385
00:15:19,005 --> 00:15:20,955
Does this school really
want to lose someone
386
00:15:21,007 --> 00:15:22,397
with that kind of skill set?
387
00:15:22,443 --> 00:15:24,623
- This isn't about
the man's ability
388
00:15:24,662 --> 00:15:26,712
to blend fruit and ice,
Morales.
389
00:15:26,751 --> 00:15:29,231
- The fact that that's how
you think smoothies are made
390
00:15:29,276 --> 00:15:30,406
proves my point.
391
00:15:30,451 --> 00:15:31,891
This school needs Max.
392
00:15:31,931 --> 00:15:33,541
I know I do.
393
00:15:33,584 --> 00:15:35,504
If it wasn't for Max Modell,
394
00:15:35,543 --> 00:15:37,813
then I wouldn't have gone
to the Winter Ball,
395
00:15:37,849 --> 00:15:39,499
because I couldn't dance,
396
00:15:39,547 --> 00:15:41,197
and confessional,
397
00:15:41,244 --> 00:15:42,724
it was Max who taught me
how to do
398
00:15:42,767 --> 00:15:44,157
my world-famous robot.
399
00:15:44,204 --> 00:15:45,424
Check it out.
400
00:15:46,032 --> 00:15:47,902
- Here we go.
- Oh, no.
401
00:15:47,947 --> 00:15:50,557
[comedic dance music]
402
00:15:50,601 --> 00:15:52,561
[metallic squeaking]
403
00:15:52,603 --> 00:15:54,563
- [groans]
404
00:15:54,605 --> 00:15:57,215
- Ugh.
[grunts]
405
00:15:57,260 --> 00:15:58,570
- [growls]
- [grunts]
406
00:15:58,609 --> 00:16:00,179
[grunts]
407
00:16:00,220 --> 00:16:01,830
Alexi, stop!
408
00:16:01,873 --> 00:16:03,613
You don't have to listen
to him.
409
00:16:03,658 --> 00:16:06,098
- Take him down!
- [grunts]
410
00:16:06,139 --> 00:16:09,619
Swarm guy must be using some
sort of signal to control--
411
00:16:09,664 --> 00:16:11,064
aah!
412
00:16:11,100 --> 00:16:12,930
Aah!
413
00:16:12,972 --> 00:16:15,102
- Don't stop, Rhino.
Knock him out.
414
00:16:15,148 --> 00:16:17,498
- You really wanna give me
that serum, don't you?
415
00:16:17,541 --> 00:16:19,021
- It's not about me.
416
00:16:19,065 --> 00:16:21,415
It's about what my audience
wants to see.
417
00:16:21,458 --> 00:16:23,028
- [growls]
- [grunts]
418
00:16:23,069 --> 00:16:25,159
[grunting]
Whoa!
419
00:16:25,201 --> 00:16:27,381
Ugh!
Aw.
420
00:16:27,421 --> 00:16:28,811
[dark music]
421
00:16:28,857 --> 00:16:30,987
- [sighs]
422
00:16:31,033 --> 00:16:32,343
- [laughs]
423
00:16:32,382 --> 00:16:34,822
Good.
Very good.
424
00:16:34,863 --> 00:16:37,263
♪
425
00:16:37,300 --> 00:16:40,300
[buzzing]
426
00:16:40,347 --> 00:16:41,867
[suspenseful music]
427
00:16:41,913 --> 00:16:43,523
♪
428
00:16:43,567 --> 00:16:44,827
[grunts]
429
00:16:44,873 --> 00:16:48,493
♪
430
00:16:48,529 --> 00:16:50,099
[buzzing]
431
00:16:50,139 --> 00:16:52,229
Aah!
432
00:16:52,272 --> 00:16:54,142
[buzzing]
- What's that, Swarm?
433
00:16:54,187 --> 00:16:57,227
Using your own tech against you
was a brilliant idea?
434
00:16:57,277 --> 00:16:59,107
I totally agree,
435
00:16:59,148 --> 00:17:01,408
and now Rhino and I
have something to get done.
436
00:17:02,586 --> 00:17:03,976
Quickly.
437
00:17:05,502 --> 00:17:07,162
[groans]
438
00:17:07,200 --> 00:17:09,940
Too bad I wasn't bitten
by a radioactive forklift.
439
00:17:09,985 --> 00:17:13,415
- And what's more,
Max knows how to change a tire.
440
00:17:13,467 --> 00:17:15,077
It's a lost art,
441
00:17:15,121 --> 00:17:17,861
and I didn't even mention
his horseshoe skills.
442
00:17:17,906 --> 00:17:20,596
He's like the Babe Ruth
of horseshoes.
443
00:17:20,648 --> 00:17:23,778
And--
[cell phone rings]
444
00:17:23,825 --> 00:17:26,045
Well, I hate
to leave you hanging,
445
00:17:26,088 --> 00:17:27,698
but I kinda gotta
take this call.
446
00:17:27,742 --> 00:17:29,052
- Thank goodness.
447
00:17:29,091 --> 00:17:31,181
Witness testimony
is finally complete,
448
00:17:31,224 --> 00:17:33,494
so we can now move on to--
- Complete?
449
00:17:33,530 --> 00:17:39,880
No way, because Anya Corazon
has something she wants to say.
450
00:17:39,928 --> 00:17:41,798
Anya, you're up.
451
00:17:44,411 --> 00:17:45,931
Hey, we're ready.
452
00:17:45,977 --> 00:17:47,537
Are you bringing Alexi
and the serum?
453
00:17:47,588 --> 00:17:50,108
- [grunting]
Working on it!
454
00:17:50,156 --> 00:17:52,196
- Also, Max recycles,
455
00:17:52,245 --> 00:17:54,115
which is something
that everyone should do,
456
00:17:54,160 --> 00:17:55,420
but not everyone does.
457
00:17:55,465 --> 00:17:58,025
[tense music]
458
00:17:58,077 --> 00:17:59,507
- Mm, mm!
459
00:17:59,556 --> 00:18:01,686
- [sighs]
I can't believe I'm doing this.
460
00:18:01,732 --> 00:18:04,432
Which is why I wrote this song
for him,
461
00:18:04,474 --> 00:18:07,524
and I'll perform it now,
a cappella.
462
00:18:07,564 --> 00:18:11,444
♪ Max, he really knows
how to throw that plastic ♪
463
00:18:11,481 --> 00:18:14,481
[cell phone rings]
♪ In the blue bin
464
00:18:14,528 --> 00:18:17,268
Because he's a recycler,
he never litters.
465
00:18:17,313 --> 00:18:19,883
He's the best guy--
466
00:18:19,924 --> 00:18:21,064
guy around!
467
00:18:22,057 --> 00:18:24,537
[tense music]
468
00:18:24,581 --> 00:18:25,931
- Got your text, Miles.
469
00:18:25,974 --> 00:18:27,324
Thanks for helping us,
Spider-Man.
470
00:18:27,367 --> 00:18:29,367
- Yeah, I heard Max
was in trouble.
471
00:18:29,412 --> 00:18:30,852
No way I wouldn't help.
472
00:18:30,892 --> 00:18:32,292
- Where's Peter anyway?
473
00:18:32,328 --> 00:18:35,418
- Uh, no idea.
I barely even know that guy.
474
00:18:35,462 --> 00:18:38,812
So did we reverse-engineer
this serum into a cure?
475
00:18:38,856 --> 00:18:41,986
- Compounds ID'd.
Chemical biology reversed.
476
00:18:42,033 --> 00:18:44,953
Antidote formulated.
Max's research strikes again.
477
00:18:44,993 --> 00:18:52,003
♪
478
00:18:58,789 --> 00:19:02,139
Um, this isn't Alexi.
- No.
479
00:19:02,184 --> 00:19:04,404
Swarm must've turned
someone else into a rhino
480
00:19:04,447 --> 00:19:06,577
with the serum.
- Who's Swarm?
481
00:19:06,623 --> 00:19:10,063
- Long story, but he turned
whoever this is into a rhino.
482
00:19:10,105 --> 00:19:13,625
Which means
Alexi's still missing.
483
00:19:13,674 --> 00:19:16,204
- And now it's really over
for Max.
484
00:19:16,242 --> 00:19:18,112
- [sighs]
485
00:19:18,157 --> 00:19:19,287
No.
486
00:19:19,332 --> 00:19:21,512
There's still one chance left.
487
00:19:21,551 --> 00:19:23,771
- Miss Corozan, thank you.
488
00:19:23,814 --> 00:19:25,644
And as much
as we all love haikus,
489
00:19:25,686 --> 00:19:27,596
I think we've heard
enough testimony.
490
00:19:27,644 --> 00:19:29,914
It's time for our verdict.
491
00:19:29,951 --> 00:19:31,431
- But you haven't heard from
492
00:19:31,474 --> 00:19:33,694
your friendly neighborhood
Spider-Man.
493
00:19:33,737 --> 00:19:36,907
- I suppose we can allow this.
494
00:19:36,958 --> 00:19:39,048
- Let me talk to you
about heroes.
495
00:19:39,090 --> 00:19:40,880
When it comes to people
who risk their lives
496
00:19:40,918 --> 00:19:42,528
to protect this city,
497
00:19:42,572 --> 00:19:43,972
I don't think it's too much
of a stretch to say
498
00:19:44,008 --> 00:19:45,658
I'm an expert on the subject.
499
00:19:45,706 --> 00:19:48,746
See, I might be a superhero
who defends Manhattan
500
00:19:48,796 --> 00:19:50,536
and Horizon High,
501
00:19:50,580 --> 00:19:55,240
but Max is the hero that
saved me over and over again.
502
00:19:55,281 --> 00:19:58,151
Who protected students
while I defeated Ghost?
503
00:19:58,197 --> 00:19:59,717
Max.
504
00:19:59,763 --> 00:20:01,773
Had my back
when Jackal attacked?
505
00:20:01,809 --> 00:20:03,379
Max.
506
00:20:03,419 --> 00:20:05,729
Who helped yours truly
save the city from Vulture?
507
00:20:05,769 --> 00:20:07,469
You guessed it.
508
00:20:07,510 --> 00:20:11,120
And while Max has proven to be
as heroic as any Avenger--
509
00:20:11,166 --> 00:20:13,646
and remember,
I know all the Avengers--
510
00:20:13,690 --> 00:20:15,480
Max is more than that.
511
00:20:15,518 --> 00:20:18,388
He's a father figure
to all of Horizon High
512
00:20:18,434 --> 00:20:20,134
and even me.
513
00:20:20,175 --> 00:20:23,655
And let's not kid ourselves.
We all make mistakes.
514
00:20:23,700 --> 00:20:25,660
We can't let one honest error
515
00:20:25,702 --> 00:20:27,882
made only in an attempt
to help humanity
516
00:20:27,922 --> 00:20:31,712
overshadow the entire career
of a spectacular humanitarian.
517
00:20:31,752 --> 00:20:33,582
I think we can all agree
518
00:20:33,623 --> 00:20:35,543
that people should be defined
by the good they've put out
519
00:20:35,582 --> 00:20:38,722
into the world,
not by their very few mistakes.
520
00:20:38,759 --> 00:20:40,239
[inspiring music]
521
00:20:40,282 --> 00:20:42,112
Removing Max Modell
from Horizon
522
00:20:42,153 --> 00:20:44,293
would not only
be a mistake for the school,
523
00:20:44,330 --> 00:20:46,810
it would be a loss
for this city
524
00:20:46,854 --> 00:20:48,644
and the world.
525
00:20:48,682 --> 00:20:50,812
♪
526
00:20:52,207 --> 00:20:55,167
- Oh, my, my, my.
Spider-Man.
527
00:20:55,210 --> 00:20:58,000
How stupid do you think
the board is?
528
00:20:58,039 --> 00:20:59,649
- What are you talking about?
529
00:20:59,693 --> 00:21:02,573
- Spider-Man's heroic speech
in Max Modell's defense
530
00:21:02,609 --> 00:21:06,479
is irrelevant because
Spider-Man cannot be trusted.
531
00:21:06,526 --> 00:21:08,396
- Whoa, I'm sorry.
What?
532
00:21:08,441 --> 00:21:10,051
- That's right.
533
00:21:10,094 --> 00:21:13,144
Spider-Man's just as culpable
for Modell's crimes.
534
00:21:13,184 --> 00:21:14,584
After all,
535
00:21:14,621 --> 00:21:16,541
he's been an accomplice
of Max Modell
536
00:21:16,579 --> 00:21:18,359
since the beginning,
537
00:21:18,407 --> 00:21:22,147
aiding him in his most heinous
and dangerous activities.
538
00:21:22,193 --> 00:21:24,203
- How do you know this?
539
00:21:24,239 --> 00:21:27,109
- Because Spider-Man
is none other
540
00:21:27,155 --> 00:21:29,195
than Max Modell's
lab assistant,
541
00:21:29,244 --> 00:21:31,074
Peter Parker!
542
00:21:31,115 --> 00:21:32,855
[suspenseful music]
543
00:21:35,337 --> 00:21:38,297
[heroic music]
544
00:21:38,340 --> 00:21:45,000
♪
37849
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