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1
00:00:02,524 --> 00:00:04,354
[tense music]
2
00:00:04,526 --> 00:00:06,526
♪ ♪
3
00:00:06,702 --> 00:00:09,312
- This errant flight
shall easily be righted.
4
00:00:09,487 --> 00:00:11,657
Hold on!
[groans]
5
00:00:14,405 --> 00:00:18,145
[screams]
6
00:00:18,322 --> 00:00:21,062
Alas, I may have given
false hope.
7
00:00:21,238 --> 00:00:23,018
- Thanks a lot, Thor.
8
00:00:23,197 --> 00:00:25,197
You wanna hit the self-destruct
button while you're at it?
9
00:00:25,373 --> 00:00:26,593
I'm opening an impromptu
brainstorming session,
10
00:00:26,765 --> 00:00:28,155
everyone.
11
00:00:28,332 --> 00:00:29,862
What do you got, PJs?
12
00:00:30,030 --> 00:00:31,510
- Looks like he's taken over
the electrical systems.
13
00:00:31,683 --> 00:00:33,693
I can't override!
He's gonna crash us!
14
00:00:33,859 --> 00:00:36,509
- And to make things more fun,
he's reprogrammed the security
15
00:00:36,688 --> 00:00:38,468
on his cell door,
keeping us out.
16
00:00:38,647 --> 00:00:40,297
It's too thick
to blast through.
17
00:00:40,475 --> 00:00:41,475
Trying to hack in.
18
00:00:41,650 --> 00:00:43,300
[alarms wailing]
19
00:00:43,478 --> 00:00:45,998
- Any chance that beeping
just means free ice cream?
20
00:00:46,176 --> 00:00:49,346
- It means we're coming in for
a landing, not the smooth kind.
21
00:00:49,527 --> 00:00:51,177
- This probably
isn't the best time,
22
00:00:51,355 --> 00:00:53,655
but I am totally sorry for
getting you all into this mess.
23
00:00:53,836 --> 00:00:56,096
- Apologizing
and taking responsibility
24
00:00:56,273 --> 00:00:57,273
for your actions?
25
00:00:57,448 --> 00:00:59,058
Have you learned nothing
from me?
26
00:00:59,233 --> 00:01:01,153
- Anyone on the ground
who can assist?
27
00:01:01,322 --> 00:01:04,062
- Way ahead of you, Webs.
28
00:01:05,369 --> 00:01:09,499
- [groaning]
29
00:01:11,506 --> 00:01:12,766
[grunts]
30
00:01:12,942 --> 00:01:15,122
[scoffs]
Thought that'd be smoother.
31
00:01:15,292 --> 00:01:19,252
- I've had worse landings
when Hawkeye was flying.
32
00:01:19,427 --> 00:01:21,557
- Guys, he's free!
33
00:01:21,733 --> 00:01:25,263
- You will never contain
the brilliance of MODOK.
34
00:01:25,433 --> 00:01:30,223
I overcame that so-called
power dampener you put on me.
35
00:01:30,394 --> 00:01:32,224
- Yeah, I didn't exactly
have the time
36
00:01:32,396 --> 00:01:34,176
to test the dampening system
on a technopath like you.
37
00:01:34,355 --> 00:01:35,175
So I--
38
00:01:35,356 --> 00:01:36,746
[yelps]
39
00:01:36,922 --> 00:01:38,532
- Do not interrupt me,
you blathering fool!
40
00:01:38,707 --> 00:01:40,057
[clears throat]
41
00:01:40,230 --> 00:01:42,970
So taking control
of your pathetic ship
42
00:01:43,146 --> 00:01:45,056
was child's play,
43
00:01:45,235 --> 00:01:49,625
as will be destroying
the Avengers!
44
00:01:49,805 --> 00:01:52,585
- Wait!
Technically I'm not an Avenger.
45
00:01:52,764 --> 00:01:54,554
- Stop talking!
46
00:01:56,899 --> 00:01:59,729
[heroic music]
47
00:01:59,902 --> 00:02:03,692
♪ ♪
48
00:02:06,561 --> 00:02:09,431
- It is time you sad
excuses for powered beings
49
00:02:09,607 --> 00:02:11,607
realized
the true potential of--
50
00:02:11,783 --> 00:02:13,443
[grunts]
51
00:02:13,611 --> 00:02:16,401
- And you think the Spider-Man
speaks excessively.
52
00:02:16,571 --> 00:02:18,231
[grunts]
53
00:02:18,399 --> 00:02:19,399
- [whimpers]
54
00:02:19,574 --> 00:02:23,454
[dramatic music]
55
00:02:23,621 --> 00:02:25,151
[both grunt]
56
00:02:28,626 --> 00:02:30,586
- To be fair, when I tracked
MODOK's location,
57
00:02:30,759 --> 00:02:33,149
I really thought taking him
down would be a lot easier.
58
00:02:33,327 --> 00:02:34,587
- But you did find him.
59
00:02:34,763 --> 00:02:36,683
That's something
we hadn't done yet.
60
00:02:36,852 --> 00:02:38,162
[grunts]
61
00:02:38,332 --> 00:02:39,642
- [yelps]
62
00:02:39,811 --> 00:02:41,421
- Are you throwing shade
at me, Widow?
63
00:02:41,596 --> 00:02:43,416
[both grunt]
64
00:02:43,598 --> 00:02:44,428
That was shade.
65
00:02:44,599 --> 00:02:45,729
Whoa!
66
00:02:45,904 --> 00:02:48,524
♪ ♪
67
00:02:48,690 --> 00:02:50,300
Whoa!
68
00:02:50,474 --> 00:02:53,264
- Well, Iron Man does not like
this so-called shade.
69
00:02:53,434 --> 00:02:57,314
- I'm not in control
of my armor!
70
00:02:57,481 --> 00:02:59,791
[all grunt]
- He speaks the truth.
71
00:02:59,962 --> 00:03:01,442
As a technopath,
72
00:03:01,616 --> 00:03:04,446
it is I operating
Iron Man's entire system.
73
00:03:04,619 --> 00:03:07,059
And now, you all will fall
74
00:03:07,230 --> 00:03:10,360
by your own leader's hand!
75
00:03:10,538 --> 00:03:14,368
[cackles]
Poetic.
76
00:03:14,542 --> 00:03:15,672
- Hey, Tony!
77
00:03:15,847 --> 00:03:17,197
Sorry, not sorry.
78
00:03:17,371 --> 00:03:19,201
[grunts]
79
00:03:19,373 --> 00:03:20,683
- Whoa!
What are you doing, Webs?
80
00:03:20,852 --> 00:03:22,292
You can't shut me down
from the outside.
81
00:03:22,463 --> 00:03:24,073
- I know,
82
00:03:24,247 --> 00:03:26,377
but I can adjust your
oscillating wave propagation.
83
00:03:26,554 --> 00:03:28,304
- [screams]
84
00:03:28,469 --> 00:03:31,469
[groans]
85
00:03:31,646 --> 00:03:33,386
- He's unconscious.
86
00:03:33,561 --> 00:03:35,221
Explain.
87
00:03:35,389 --> 00:03:36,739
- When we were in the jet
trying to get control back,
88
00:03:36,912 --> 00:03:38,702
I ran a power scan over MODOK
89
00:03:38,870 --> 00:03:40,660
and learned
what wave propagation he used
90
00:03:40,829 --> 00:03:42,269
to override technology with.
91
00:03:42,439 --> 00:03:43,749
So I adjusted your armor
92
00:03:43,919 --> 00:03:45,489
to the inverse
of MODOK's waves,
93
00:03:45,660 --> 00:03:47,230
which created a feedback loop,
94
00:03:47,401 --> 00:03:49,841
and then, kaboom.
95
00:03:50,012 --> 00:03:51,882
- Why didn't you think of that?
- [grunts]
96
00:03:52,057 --> 00:03:54,887
I would have...eventually.
97
00:03:58,368 --> 00:04:00,758
So hunting down MODOK was
on your superhero to-do list?
98
00:04:00,936 --> 00:04:03,196
- Yeah, it's been a rough year.
99
00:04:03,373 --> 00:04:05,333
Stopping the symbiote invasion,
100
00:04:05,506 --> 00:04:06,716
the Dark Goblin
and the Lizard
101
00:04:06,898 --> 00:04:08,418
taking over Horizon High--
102
00:04:08,596 --> 00:04:10,546
I'm tired of getting dragged
in every direction.
103
00:04:10,728 --> 00:04:12,508
So I'm being more proactive,
104
00:04:12,687 --> 00:04:16,387
even though this did not go
as smoothly as I hoped.
105
00:04:16,560 --> 00:04:18,520
- Kid, it never does.
106
00:04:18,693 --> 00:04:21,173
But tracking down MODOK,
then knocking him out?
107
00:04:21,348 --> 00:04:22,648
Brilliant.
108
00:04:22,827 --> 00:04:24,527
Not sure what your plans are
after high school,
109
00:04:24,699 --> 00:04:26,659
but there might be room
for you on the team.
110
00:04:26,831 --> 00:04:31,231
- Really?
Would I move into the tower?
111
00:04:31,401 --> 00:04:33,531
- Of course.
It's a 24/7 job.
112
00:04:33,708 --> 00:04:35,668
Being an Avenger
will be your whole life.
113
00:04:35,840 --> 00:04:37,320
- My whole life?
114
00:04:37,494 --> 00:04:39,894
Like no family, no friends?
115
00:04:40,062 --> 00:04:41,322
- Look at it more like
116
00:04:41,498 --> 00:04:43,628
getting a whole new,
slightly dysfunctional,
117
00:04:43,805 --> 00:04:45,455
but very powerful family.
118
00:04:45,633 --> 00:04:47,333
- Joining the Avengers
would be a dream come true,
119
00:04:47,504 --> 00:04:50,384
but a big change for me.
120
00:04:50,551 --> 00:04:51,731
Can I think about it?
121
00:04:51,900 --> 00:04:53,640
- Sure, kid.
Take your time.
122
00:04:53,815 --> 00:04:55,685
But, you know, hurry up.
123
00:04:55,860 --> 00:04:57,380
♪ ♪
124
00:04:57,558 --> 00:04:59,428
- Hey, I told you, Miles,
125
00:04:59,603 --> 00:05:02,433
if anyone would understand,
it's Harry Osborn.
126
00:05:02,606 --> 00:05:03,556
- Pete's right.
127
00:05:03,738 --> 00:05:05,258
I mean, I could reach a seminar
128
00:05:05,435 --> 00:05:07,255
on how to live with knowing
your father is a...
129
00:05:07,437 --> 00:05:08,867
[whispering] Super villain.
130
00:05:09,047 --> 00:05:11,217
- Yeah, I thought getting
spider powers would be
131
00:05:11,398 --> 00:05:13,398
the strangest thing
to happen in my life,
132
00:05:13,574 --> 00:05:15,454
but then I found out
my dad's evil
133
00:05:15,619 --> 00:05:17,489
and can turn
into a swarm of bees.
134
00:05:17,665 --> 00:05:19,665
This can't be how
most teenagers live.
135
00:05:19,841 --> 00:05:20,971
- [scoffing] Yeah.
136
00:05:21,146 --> 00:05:23,236
Seems like how
everyone we know lives.
137
00:05:23,410 --> 00:05:25,240
But that tracking app
we all put together
138
00:05:25,412 --> 00:05:26,502
should help you find your dad.
139
00:05:26,674 --> 00:05:28,424
Getting any signals?
140
00:05:28,589 --> 00:05:30,809
- A few possibilities
I'll have to check out,
141
00:05:30,982 --> 00:05:32,852
but I'm paranoid
he's tracking me.
142
00:05:33,028 --> 00:05:35,898
Every time I see a bee,
I think it's a spy for Swarm.
143
00:05:36,074 --> 00:05:37,644
A bee spy.
144
00:05:37,815 --> 00:05:39,685
Again, our lives.
145
00:05:39,861 --> 00:05:41,951
- Well, if he's figured out
you're now living at Aunt May's
146
00:05:42,124 --> 00:05:45,004
and shows up for some reason,
at least I'll be there,
147
00:05:45,170 --> 00:05:47,610
trying to figure out
what to do with my life.
148
00:05:47,782 --> 00:05:49,912
- Have you reached
a decision about--
149
00:05:50,088 --> 00:05:53,268
what's the code we're using--
the Stark internship?
150
00:05:53,440 --> 00:05:55,790
- Being an Avenger is what
I thought I always wanted,
151
00:05:55,964 --> 00:05:59,534
but I'd have to give up a lot
that's important to me.
152
00:05:59,707 --> 00:06:00,927
You're lucky, Harry.
153
00:06:01,099 --> 00:06:02,969
Your future's right there
with Oscorp.
154
00:06:03,145 --> 00:06:05,755
- Yeah, I'm not so sure, Pete.
155
00:06:05,930 --> 00:06:07,800
[sighs] I just wish
I could do something
156
00:06:07,976 --> 00:06:09,796
without my dad's shadow
over me.
157
00:06:09,978 --> 00:06:14,328
- Well, at least we're all lost
in this together.
158
00:06:14,504 --> 00:06:16,554
- [grunts]
Bleet, trust me.
159
00:06:16,724 --> 00:06:18,814
I know how to use
double-sided tape.
160
00:06:18,987 --> 00:06:21,897
I just hope Gwen appreciates me
working late
161
00:06:22,077 --> 00:06:23,637
for her dance committee
162
00:06:23,818 --> 00:06:27,038
and how difficult it is
for a shorter-statured person
163
00:06:27,212 --> 00:06:28,952
to hang up these banners.
164
00:06:29,127 --> 00:06:30,687
- [blips questioningly]
- What?
165
00:06:30,868 --> 00:06:34,568
No, I don't like-like Gwen.
166
00:06:34,742 --> 00:06:37,012
Oh, my.
Maybe I do.
167
00:06:37,179 --> 00:06:39,829
I've never climbed a ladder
for anyone else.
168
00:06:40,008 --> 00:06:41,838
[low growl]
169
00:06:42,010 --> 00:06:43,490
Hello?
170
00:06:43,664 --> 00:06:45,014
Who's there?
171
00:06:45,187 --> 00:06:46,837
♪ ♪
172
00:06:47,015 --> 00:06:47,965
- [growls]
- [screams]
173
00:06:53,717 --> 00:06:56,547
- Hey, up for a game
of one-on-one?
174
00:06:56,720 --> 00:06:58,900
Or are you too busy
staring at your screen?
175
00:06:59,070 --> 00:07:00,590
- Hey, MJ.
176
00:07:00,768 --> 00:07:02,548
Sorry, just trying to get
a lot of things done.
177
00:07:02,726 --> 00:07:03,676
- Like what?
178
00:07:03,858 --> 00:07:05,638
Splitting atoms?
Cloning sheep?
179
00:07:05,816 --> 00:07:08,726
Getting crushed at basketball?
- Let's see.
180
00:07:08,906 --> 00:07:11,076
Sign up
for college tours--check.
181
00:07:11,256 --> 00:07:13,956
Make decision
on Stark internship--pending.
182
00:07:14,129 --> 00:07:17,699
Get date for school dance.
[scoffs] Yeah, right.
183
00:07:17,872 --> 00:07:20,352
[gasps]
- Let me help you.
184
00:07:20,527 --> 00:07:21,877
Take me.
185
00:07:22,050 --> 00:07:23,620
- You'd go
to the dance with me?
186
00:07:23,791 --> 00:07:27,401
- Sure.
Should I wear a lab coat?
187
00:07:27,577 --> 00:07:29,447
[upbeat music]
188
00:07:29,623 --> 00:07:32,583
- [hums]
189
00:07:35,672 --> 00:07:36,762
- [snores]
190
00:07:36,934 --> 00:07:38,894
- Max.
- Huh?
191
00:07:39,067 --> 00:07:40,897
- It's your first week back
as principal,
192
00:07:41,069 --> 00:07:42,679
and you look exhausted already.
193
00:07:42,853 --> 00:07:44,733
You can't be falling asleep
at tomorrow's dance.
194
00:07:44,899 --> 00:07:46,379
We're throwing it
in your honor.
195
00:07:46,553 --> 00:07:48,083
- [sighs]
I know.
196
00:07:48,250 --> 00:07:49,900
But since I don't have a date,
197
00:07:50,078 --> 00:07:52,988
I wanted to unveil something
special for the event.
198
00:07:53,168 --> 00:07:56,688
I've been up all night working
on this matter transfer device.
199
00:07:56,867 --> 00:07:59,437
If this works, it would
enable transportation
200
00:07:59,609 --> 00:08:01,479
on an unprecedented level,
201
00:08:01,655 --> 00:08:04,915
but I just can't come up
with a solution.
202
00:08:05,093 --> 00:08:07,703
- Well, if I'm following this,
203
00:08:07,878 --> 00:08:10,618
it looks like you're missing
a matter translation equation
204
00:08:10,794 --> 00:08:12,844
to extrapolate
the right constants.
205
00:08:13,014 --> 00:08:14,674
This, uh--oh!
206
00:08:14,842 --> 00:08:16,452
This should fix it.
207
00:08:16,626 --> 00:08:18,186
- Wow.
208
00:08:18,367 --> 00:08:20,797
Peter, you might be even more
brilliant than you realize.
209
00:08:20,978 --> 00:08:24,068
[hopeful music]
210
00:08:24,982 --> 00:08:26,512
- Pete, you have to see this!
211
00:08:26,680 --> 00:08:28,120
- [panting]
212
00:08:28,290 --> 00:08:30,470
I was putting up the banners
for the dance--
213
00:08:30,640 --> 00:08:32,820
which I think I did
a fantastic job of--
214
00:08:32,990 --> 00:08:35,430
when something slashed at me
and ran off.
215
00:08:35,602 --> 00:08:38,472
I pulled this pic
from Bleet's visual feed.
216
00:08:38,648 --> 00:08:39,648
- That looks like--
217
00:08:39,823 --> 00:08:40,783
- A lizard.
218
00:08:40,955 --> 00:08:45,085
Or actually, the Lizard.
219
00:08:45,263 --> 00:08:46,703
It was only a matter of time
220
00:08:46,874 --> 00:08:48,574
before Curt Connors
showed up again.
221
00:08:48,745 --> 00:08:51,485
Maybe I was naive to hope
he'd stay in hiding
222
00:08:51,661 --> 00:08:53,791
after we took down his boss,
the Dark Goblin.
223
00:08:53,968 --> 00:08:55,098
- I don't know.
224
00:08:55,273 --> 00:08:56,753
All Connors ever wanted
was a cure
225
00:08:56,927 --> 00:08:58,577
to stop him from lizarding out.
226
00:08:58,755 --> 00:09:01,055
Maybe he's not sneaking
through our halls at night
227
00:09:01,236 --> 00:09:02,446
for anything evil.
228
00:09:02,629 --> 00:09:04,149
- So why is Miles
missing all the fun?
229
00:09:04,326 --> 00:09:05,846
- He's out looking for Swarm.
230
00:09:06,023 --> 00:09:08,503
But three spiders
against one lizard?
231
00:09:08,678 --> 00:09:10,028
We should be able to handle it,
232
00:09:10,201 --> 00:09:11,811
especially once I tune
this heat tracker
233
00:09:11,986 --> 00:09:13,806
to what I theorize
is the body temperature
234
00:09:13,988 --> 00:09:16,118
for a 40-year-old man
who transforms into a--
235
00:09:16,294 --> 00:09:17,474
[heat tracker beeps]
236
00:09:17,644 --> 00:09:19,784
There!
From outside Max's lab!
237
00:09:19,950 --> 00:09:23,130
[tense music]
238
00:09:23,301 --> 00:09:26,571
He's in the walls.
239
00:09:26,740 --> 00:09:27,650
[groans]
240
00:09:27,828 --> 00:09:29,178
Not so fast, Lizard!
241
00:09:29,351 --> 00:09:31,181
♪ ♪
242
00:09:31,353 --> 00:09:32,963
- Black tendrils?
243
00:09:33,137 --> 00:09:34,227
That's not Lizard.
244
00:09:34,399 --> 00:09:36,049
That's--
- Found you!
245
00:09:36,227 --> 00:09:37,227
- Venom.
246
00:09:37,402 --> 00:09:40,362
- [growls, roars]
247
00:09:43,670 --> 00:09:45,590
- [growls]
[all grunt]
248
00:09:45,759 --> 00:09:47,849
- It can't be Venom.
I destroyed you.
249
00:09:48,022 --> 00:09:49,242
You're just
some weirdo symbiote
250
00:09:49,414 --> 00:09:51,854
that survived the invasion,
right?
251
00:09:52,026 --> 00:09:54,196
- You and I
have bonded, Parker,
252
00:09:54,376 --> 00:09:57,856
and still
you don't recognize me?
253
00:09:58,032 --> 00:09:59,642
Humans.
254
00:09:59,816 --> 00:10:01,036
- [grunts]
255
00:10:01,209 --> 00:10:03,989
- So limited.
- How are you back?
256
00:10:04,168 --> 00:10:07,558
- [roars]
- Why are you back?
257
00:10:07,737 --> 00:10:10,697
[both grunting]
258
00:10:10,871 --> 00:10:12,221
- "Why"?
259
00:10:12,394 --> 00:10:15,664
Oh, I am not going
to ruin the surprise.
260
00:10:15,832 --> 00:10:18,052
[both grunt]
261
00:10:18,226 --> 00:10:20,046
You'll love it.
262
00:10:20,228 --> 00:10:22,138
- I don't know what hole
you crawled out of,
263
00:10:22,317 --> 00:10:24,277
but this ends now!
264
00:10:24,449 --> 00:10:27,539
- It's only the beginning!
[grunts]
265
00:10:27,714 --> 00:10:29,594
- [grunts]
266
00:10:29,759 --> 00:10:33,109
- [growling creepily]
267
00:10:33,284 --> 00:10:37,164
- Wherever he goes,
we can follow.
268
00:10:37,332 --> 00:10:38,512
Come on.
269
00:10:38,681 --> 00:10:40,551
I lost his signal.
270
00:10:40,727 --> 00:10:42,767
- You tuned your tracker
to his heat signature.
271
00:10:42,946 --> 00:10:45,646
He can't just disappear.
- Except he did.
272
00:10:45,819 --> 00:10:47,209
Does that mean he's out
of the school?
273
00:10:47,385 --> 00:10:50,125
- I think so,
but we gotta be sure.
274
00:10:50,301 --> 00:10:53,091
Fan out and search.
275
00:10:53,261 --> 00:10:56,261
- [snoring]
276
00:10:56,438 --> 00:10:57,788
No, Mr. Einstein.
277
00:10:57,961 --> 00:10:59,921
You're just as smart as I am.
278
00:11:00,094 --> 00:11:01,574
- Max?
- Huh?
279
00:11:01,748 --> 00:11:03,268
Spider-Man?
What's going on?
280
00:11:03,445 --> 00:11:05,835
- What are you doing here?
I thought the school was empty.
281
00:11:06,013 --> 00:11:08,673
I'm glad you're not hurt.
- Why would I be hurt?
282
00:11:08,842 --> 00:11:10,762
- There's no easy way
to say this.
283
00:11:10,931 --> 00:11:13,191
Venom's back.
- What?
284
00:11:13,368 --> 00:11:16,148
- He was in Horizon,
but he escaped.
285
00:11:16,327 --> 00:11:17,847
We searched all through
this place.
286
00:11:18,025 --> 00:11:19,585
No sign of him.
287
00:11:19,766 --> 00:11:21,936
- I should never have
experimented on that thing.
288
00:11:22,116 --> 00:11:24,636
This nightmare just won't end.
289
00:11:24,814 --> 00:11:26,774
- I don't know
how he's still alive,
290
00:11:26,947 --> 00:11:28,857
but you can't blame yourself.
291
00:11:29,036 --> 00:11:30,386
- I'm canceling the dance.
292
00:11:30,559 --> 00:11:32,689
It's too risky
if Venom's lurking around.
293
00:11:32,866 --> 00:11:33,686
- No.
294
00:11:33,867 --> 00:11:34,777
If we hide in fear,
295
00:11:34,955 --> 00:11:36,125
Venom's already won.
296
00:11:36,304 --> 00:11:37,964
- But the well-being
of the students
297
00:11:38,132 --> 00:11:39,832
is my biggest priority.
298
00:11:40,003 --> 00:11:41,793
- Max, if we canceled
every event in New York
299
00:11:41,962 --> 00:11:43,272
because a super villain
might show up,
300
00:11:43,441 --> 00:11:46,361
nothing would ever happen--
like, ever.
301
00:11:46,531 --> 00:11:48,751
Besides,
I designed that tracker.
302
00:11:48,925 --> 00:11:51,225
If Venom comes,
we'll be warned.
303
00:11:51,406 --> 00:11:52,796
- Plus, we do know
304
00:11:52,973 --> 00:11:53,973
the amplitude
of the electricity
305
00:11:54,148 --> 00:11:55,758
that took him down last time.
306
00:11:55,932 --> 00:11:58,022
His weakness,
if it still works.
307
00:11:58,195 --> 00:12:01,105
- I'll add an electric charger
to my tracker.
308
00:12:01,285 --> 00:12:02,325
- [exhaling] Okay.
309
00:12:02,504 --> 00:12:04,074
I'm nervous about this,
310
00:12:04,245 --> 00:12:06,245
but you make a very good point.
311
00:12:06,421 --> 00:12:08,341
Now go home and get some rest.
312
00:12:08,510 --> 00:12:11,640
We have a school dance
tomorrow.
313
00:12:11,818 --> 00:12:14,258
[jaunty futuristic music]
314
00:12:14,429 --> 00:12:15,949
- [beeps]
315
00:12:16,126 --> 00:12:23,086
♪ ♪
316
00:12:54,164 --> 00:12:54,994
- Really?
317
00:12:55,165 --> 00:12:56,165
So this is what stumps
318
00:12:56,340 --> 00:12:57,820
super scientist Peter Parker?
319
00:12:57,994 --> 00:13:00,084
- I know, right?
Quantum physics, fine.
320
00:13:00,257 --> 00:13:03,167
A bow tie?
[scoffs] Nope.
321
00:13:03,347 --> 00:13:05,867
Impossible.
I needed my aunt's help.
322
00:13:06,046 --> 00:13:07,046
- [chuckles]
323
00:13:08,483 --> 00:13:10,223
- Hey, how about
I grab us some punch?
324
00:13:10,398 --> 00:13:13,708
That's a thing
at dances, right?
325
00:13:13,880 --> 00:13:15,320
- So I've heard.
326
00:13:19,146 --> 00:13:21,096
- Everything seems
to be going well.
327
00:13:21,278 --> 00:13:23,888
- Yup.
Not a peep on the tracker.
328
00:13:24,064 --> 00:13:25,244
No sign of Venom.
329
00:13:25,413 --> 00:13:27,723
- No, I mean you and MJ.
330
00:13:27,894 --> 00:13:29,814
You guys are
really hitting it off.
331
00:13:31,898 --> 00:13:34,808
- Oh, uh...
[chuckles] What?
332
00:13:34,988 --> 00:13:36,288
Y-yeah, maybe.
333
00:13:36,467 --> 00:13:37,857
I don't--I don't know.
Do you think we are?
334
00:13:38,034 --> 00:13:39,784
- Pete, you're a master
at messing things up,
335
00:13:39,949 --> 00:13:43,079
but if you can pick
one thing not to, it's this.
336
00:13:43,257 --> 00:13:44,867
- Okay?
337
00:13:45,041 --> 00:13:46,091
No pressure.
[funky pop music playing]
338
00:13:46,260 --> 00:13:47,870
- Oh, I love this song!
339
00:13:48,044 --> 00:13:50,264
Hydrate fast.
Then dancing.
340
00:13:50,438 --> 00:13:52,178
♪ ♪
341
00:13:52,353 --> 00:13:54,273
- Whoa!
[yelps]
342
00:13:54,442 --> 00:13:55,972
♪ ♪
343
00:13:56,139 --> 00:13:58,399
[gasps]
- [vocalizing]
344
00:13:58,576 --> 00:13:59,966
- Huh?
- What?
345
00:14:00,143 --> 00:14:01,713
- Already on?
Oh, okay.
346
00:14:01,884 --> 00:14:03,104
Hi, everyone.
347
00:14:03,277 --> 00:14:04,837
Let me thank you all
for coming.
348
00:14:05,018 --> 00:14:07,108
It's so good
to be back at Horizon.
349
00:14:07,281 --> 00:14:09,281
[cheering]
350
00:14:09,457 --> 00:14:10,677
- I just wanted to tell you
351
00:14:10,850 --> 00:14:12,760
just how much
you all inspire me.
352
00:14:12,939 --> 00:14:15,459
It's been a long time
since I invented anything,
353
00:14:15,637 --> 00:14:17,767
but being back here
with all of you,
354
00:14:17,944 --> 00:14:20,034
the ideas just keep coming.
355
00:14:20,207 --> 00:14:22,167
So as part of the celebration,
356
00:14:22,339 --> 00:14:25,299
I wanted to show off
my latest invention,
357
00:14:25,473 --> 00:14:28,043
here, tonight,
for everyone to see.
358
00:14:28,215 --> 00:14:29,255
[device beeps]
359
00:14:29,433 --> 00:14:32,093
[invention whirring]
360
00:14:36,353 --> 00:14:37,493
But before I present this,
361
00:14:37,659 --> 00:14:39,789
I just wanna thank
the one student
362
00:14:39,966 --> 00:14:42,006
who made it all possible.
363
00:14:42,185 --> 00:14:44,875
Peter Parker.
- Oh. [chuckles]
364
00:14:45,058 --> 00:14:47,318
I only corrected one equation.
365
00:14:47,495 --> 00:14:49,925
- Peter, you've been there
through everything.
366
00:14:50,106 --> 00:14:54,196
You've helped me in ways
you do not yet realize.
367
00:14:54,371 --> 00:14:57,201
And now, allow me to present
368
00:14:57,374 --> 00:14:59,944
the Matter Transfer Portal!
369
00:15:00,116 --> 00:15:02,416
[excited chatter]
370
00:15:02,597 --> 00:15:04,077
That's right.
371
00:15:04,251 --> 00:15:07,821
Here at Horizon,
I found a way to breach space.
372
00:15:07,994 --> 00:15:09,824
[dramatic music]
373
00:15:09,996 --> 00:15:12,956
This gate is a portal to
any location you can imagine,
374
00:15:13,129 --> 00:15:15,309
such as...
375
00:15:15,479 --> 00:15:17,089
the Upper East Side,
376
00:15:17,264 --> 00:15:20,314
or even the Pyramids of Giza,
377
00:15:20,484 --> 00:15:23,924
or maybe a distant beach
on the other side of the world.
378
00:15:24,097 --> 00:15:25,267
And the best part--
379
00:15:25,446 --> 00:15:29,186
this portal is not limited
to only Earth.
380
00:15:29,363 --> 00:15:31,413
♪ ♪
381
00:15:31,582 --> 00:15:33,932
[students gasping]
382
00:15:34,107 --> 00:15:37,457
- [chuckles]
I--I can't believe he did this.
383
00:15:37,632 --> 00:15:39,502
[heat tracker beeps]
384
00:15:39,677 --> 00:15:41,807
- Everything okay?
385
00:15:41,984 --> 00:15:43,904
[eerie music]
386
00:15:44,073 --> 00:15:46,513
♪ ♪
387
00:15:46,684 --> 00:15:48,084
- Max, shut it down!
388
00:15:48,251 --> 00:15:50,121
That's some kind of
alien symbiote world!
389
00:15:50,297 --> 00:15:51,247
[all gasping]
390
00:15:51,428 --> 00:15:53,468
- Really, Peter,
391
00:15:53,648 --> 00:15:55,258
how could I have done that?
392
00:15:55,432 --> 00:15:59,352
It's almost
as if I'm not myself.
393
00:15:59,523 --> 00:16:02,533
Almost as if
you should call me...
394
00:16:02,700 --> 00:16:06,010
Maximum Venom!
395
00:16:09,490 --> 00:16:11,930
- [cackles]
That's right.
396
00:16:12,101 --> 00:16:15,931
Your beloved mentor
is secretly my puppet.
397
00:16:16,105 --> 00:16:20,105
You fought so hard to bring him
back to your school,
398
00:16:20,283 --> 00:16:23,553
never knowing you were
bringing me back too!
399
00:16:23,721 --> 00:16:26,121
- Grady, Gwen,
get everyone out of here!
400
00:16:26,289 --> 00:16:28,379
Clear the area!
401
00:16:28,552 --> 00:16:30,552
- We have to get out too.
- No.
402
00:16:30,728 --> 00:16:31,818
This is my school.
403
00:16:31,991 --> 00:16:33,511
I have to help
the students and Max.
404
00:16:33,688 --> 00:16:36,078
Please get to safety.
I'll meet you after.
405
00:16:36,256 --> 00:16:39,086
[hopeful music]
406
00:16:39,259 --> 00:16:44,179
♪ ♪
407
00:16:44,351 --> 00:16:47,091
Hey, Venom!
You're severely underdressed!
408
00:16:47,267 --> 00:16:50,267
[dramatic music]
409
00:16:50,444 --> 00:16:52,054
- [laughs]
410
00:16:52,228 --> 00:16:54,928
Using the same trick twice?
411
00:16:55,101 --> 00:16:56,971
Venom evolves.
412
00:16:57,146 --> 00:16:59,016
I was only taunting you
413
00:16:59,192 --> 00:17:03,332
when I had my host
suggest the idea.
414
00:17:03,500 --> 00:17:05,290
- Max!
415
00:17:05,459 --> 00:17:06,629
- [cackles]
416
00:17:06,808 --> 00:17:08,638
That's right, Parker.
417
00:17:08,810 --> 00:17:12,290
Hurt me
and hurt your precious Max.
418
00:17:12,466 --> 00:17:14,596
I am unstoppable!
419
00:17:14,772 --> 00:17:16,302
[grunts]
420
00:17:16,470 --> 00:17:17,430
What?
421
00:17:17,601 --> 00:17:18,561
How?
422
00:17:18,733 --> 00:17:19,653
- [grunts]
423
00:17:19,821 --> 00:17:22,081
Easy-peasy Venom squeezy.
424
00:17:22,258 --> 00:17:23,518
That portal must have
been pulling down
425
00:17:23,694 --> 00:17:25,044
terawatts of power.
426
00:17:25,218 --> 00:17:26,998
Only nearby source
with that much juice?
427
00:17:27,176 --> 00:17:29,956
- [grunts]
Horizon's Arc Reactor,
428
00:17:30,136 --> 00:17:31,566
which we just went
and shut down,
429
00:17:31,746 --> 00:17:34,096
like we're about
to shut you down.
430
00:17:34,270 --> 00:17:35,970
- [roars]
431
00:17:36,142 --> 00:17:37,452
- Great move, guys.
432
00:17:37,621 --> 00:17:39,361
- Everyone's out.
The school's empty.
433
00:17:39,536 --> 00:17:42,056
So let's get
this dance started.
434
00:17:42,235 --> 00:17:44,185
- [roars]
435
00:17:44,367 --> 00:17:45,977
- [groans]
436
00:17:46,152 --> 00:17:49,292
We gotta get this thing
off of Max.
437
00:17:49,459 --> 00:17:51,419
- [growls]
438
00:17:51,592 --> 00:17:54,682
[all grunt]
439
00:17:54,856 --> 00:17:56,416
- [chuckles]
440
00:17:56,597 --> 00:17:58,507
[grunts]
441
00:17:58,686 --> 00:18:00,246
[panting]
442
00:18:00,427 --> 00:18:02,037
- He's headed
toward the Arc Reactor.
443
00:18:02,211 --> 00:18:04,261
We can't let him try
to restart it.
444
00:18:04,431 --> 00:18:07,261
- [growls, panting]
445
00:18:07,434 --> 00:18:10,264
[suspenseful music]
446
00:18:10,437 --> 00:18:13,217
♪ ♪
447
00:18:13,396 --> 00:18:15,396
- [grunts]
- Venom's raised a force field?
448
00:18:15,572 --> 00:18:18,052
How does Venom know how
to raise a force field?
449
00:18:18,227 --> 00:18:20,137
- Venom draws on the strengths
of his host,
450
00:18:20,316 --> 00:18:21,796
and right now, that's Max.
451
00:18:21,970 --> 00:18:23,670
That's how he repurposed
this room's security field
452
00:18:23,841 --> 00:18:25,021
to stop us.
453
00:18:25,191 --> 00:18:26,321
- And that's how
he's figuring out
454
00:18:26,496 --> 00:18:28,406
how to reinitialize
the Arc Reactor.
455
00:18:28,585 --> 00:18:30,715
That space gateway
will be back up in minutes.
456
00:18:30,892 --> 00:18:32,502
- You guys know the specs
of this room.
457
00:18:32,676 --> 00:18:34,326
Find a way to bypass
that force field.
458
00:18:34,504 --> 00:18:35,644
I'll keep him occupied.
459
00:18:35,810 --> 00:18:37,510
- How?
You can't touch him.
460
00:18:37,681 --> 00:18:39,731
- This alien's developed
a pretty outsized ego.
461
00:18:39,901 --> 00:18:42,031
I don't need to touch him
to bring him down.
462
00:18:42,208 --> 00:18:43,558
[exciting music]
463
00:18:43,731 --> 00:18:46,041
How are you even here, Venom?
464
00:18:46,212 --> 00:18:48,392
I cooked you back
at your crash site.
465
00:18:48,562 --> 00:18:52,262
- [cackles]
Ignorant human.
466
00:18:52,435 --> 00:18:55,655
Warriors of Klyntar are not
as easily defeated
467
00:18:55,830 --> 00:18:57,660
as you would believe,
468
00:18:57,832 --> 00:19:00,572
especially one
as strong as me.
469
00:19:00,748 --> 00:19:03,318
♪ ♪
470
00:19:03,490 --> 00:19:06,150
You thought I was destroyed,
471
00:19:06,319 --> 00:19:10,319
but the smallest part
of me survived
472
00:19:10,497 --> 00:19:14,107
on a seed I created.
473
00:19:14,283 --> 00:19:17,423
And you yourself
brought me to Modell.
474
00:19:17,591 --> 00:19:21,681
I told you that you helped me
more than you realized.
475
00:19:21,856 --> 00:19:23,596
It took me a long time
476
00:19:23,771 --> 00:19:27,731
to grow stronger
inside of Modell.
477
00:19:27,905 --> 00:19:31,425
I was still growing
when the others invaded--
478
00:19:31,605 --> 00:19:33,735
not strong enough
to take part,
479
00:19:33,911 --> 00:19:37,741
but also protected
inside my host
480
00:19:37,915 --> 00:19:40,045
from the Anti-Venom.
481
00:19:40,222 --> 00:19:41,622
But as I grew,
482
00:19:41,789 --> 00:19:45,399
I found I could influence
my host.
483
00:19:45,575 --> 00:19:48,615
By the time Modell understood
what was going on,
484
00:19:48,796 --> 00:19:52,226
I was already
entirely in control.
485
00:19:52,408 --> 00:19:55,278
Not a symbiotic relationship--
486
00:19:55,455 --> 00:19:59,455
a parasitic one!
487
00:19:59,633 --> 00:20:01,593
Fully powered.
488
00:20:01,765 --> 00:20:04,805
Hope you liked the story,
Spider-Man.
489
00:20:04,986 --> 00:20:06,676
It will be your last.
490
00:20:06,857 --> 00:20:08,817
- Guys, any luck?
Please say yes.
491
00:20:08,990 --> 00:20:10,300
- 30 more seconds.
492
00:20:10,470 --> 00:20:12,600
- Okay, let me see what I can--
493
00:20:12,776 --> 00:20:16,606
- You won't be shutting down
that reactor again.
494
00:20:16,780 --> 00:20:17,830
[growls]
495
00:20:17,999 --> 00:20:20,519
[all grunt]
496
00:20:20,697 --> 00:20:23,087
[laughs]
497
00:20:23,265 --> 00:20:24,395
[growls]
498
00:20:24,571 --> 00:20:27,621
[panting]
499
00:20:27,791 --> 00:20:30,971
[whirring]
500
00:20:36,322 --> 00:20:37,632
Come!
501
00:20:37,801 --> 00:20:40,371
The way has been cleared!
502
00:20:40,543 --> 00:20:43,333
[eerie music]
503
00:20:43,503 --> 00:20:46,253
♪ ♪
504
00:20:46,419 --> 00:20:49,379
[symbiotes hissing]
505
00:20:50,988 --> 00:20:53,208
- And I thought Venom
was freaky.
506
00:20:53,382 --> 00:20:56,262
- You, the lost brother.
507
00:20:56,429 --> 00:20:59,689
So then this much be Earth.
508
00:20:59,867 --> 00:21:02,477
- Doesn't look
so formidable, no?
509
00:21:02,652 --> 00:21:04,352
This won't take long.
510
00:21:04,524 --> 00:21:07,834
- ♪ It's all over, over, over ♪
511
00:21:08,005 --> 00:21:10,225
Welcome to the end.
512
00:21:10,399 --> 00:21:12,619
- Not to be rude
to interstellar guests,
513
00:21:12,793 --> 00:21:15,713
but we fought off one invasion
by your kind already,
514
00:21:15,883 --> 00:21:17,363
and we'll do it again.
515
00:21:17,537 --> 00:21:19,367
You'll never take our planet!
516
00:21:19,539 --> 00:21:24,499
[symbiotes laughing]
517
00:21:24,674 --> 00:21:26,724
- Foolish earthling.
518
00:21:26,894 --> 00:21:30,384
We're not here to take
your planet this time.
519
00:21:30,550 --> 00:21:32,810
We're here to destroy it!
520
00:21:35,337 --> 00:21:38,167
[heroic music]
521
00:21:38,340 --> 00:21:45,300
♪ ♪
35638
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