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1
00:00:01,217 --> 00:00:03,342
I know you're out there
you wall crawling menace.
2
00:00:03,383 --> 00:00:06,883
It is the duty of every New
Yorker to report the actions
3
00:00:06,925 --> 00:00:10,007
of these masked miscreants,
so listen up!
4
00:00:10,008 --> 00:00:13,133
As long as J. Jonah Jameson
is CEO of Daily Bugle Communications
5
00:00:13,175 --> 00:00:15,092
I won't rest until New York
6
00:00:15,133 --> 00:00:17,050
has seen the last of Spider-Man.
7
00:00:17,092 --> 00:00:21,007
And a good morning to you,
J. Jonah Loudmouth.
8
00:00:21,008 --> 00:00:24,842
Other kids I know, start their
day with orange juice.
9
00:00:24,883 --> 00:00:28,092
Me? I get yelled at by
100- foot tall cranky pants.
10
00:00:28,133 --> 00:00:30,300
So, what gives him the right?
11
00:00:30,383 --> 00:00:32,050
That wall crawling menace, Spider-Man!
12
00:00:32,133 --> 00:00:34,217
Where's a little
love for the Spidey- guy?
13
00:00:34,218 --> 00:00:36,133
I'm out here alone every day,
14
00:00:36,175 --> 00:00:38,132
trying the best I can
at this hero routine.
15
00:00:38,133 --> 00:00:41,050
It's not easy learning
the ropes by yourself.
16
00:00:41,092 --> 00:00:44,217
Let's face it...
"Introduction to Super Heroing"
17
00:00:44,258 --> 00:00:46,342
isn't exactly a high school elective.
18
00:00:46,425 --> 00:00:48,342
Speaking of school,
I still have to pick up a cake
19
00:00:48,383 --> 00:00:50,217
for Aunt May before first period.
20
00:00:50,258 --> 00:00:52,133
Then it's some
hang time with my best pals
21
00:00:52,217 --> 00:00:55,967
MJ and Harry, and
maybe a nap between classes.
22
00:00:56,008 --> 00:00:58,300
But first I'd better save
that cop in the skidding car.
23
00:01:06,133 --> 00:01:10,217
I'm starting to think Jameson's
wrong about you, Spidey.
24
00:01:10,300 --> 00:01:13,217
Spread the word, Chief.
25
00:01:17,683 --> 00:01:22,842
Hi ya, bug-brain.
I knew that would draw you out.
26
00:01:22,883 --> 00:01:25,008
Oh, great. The Trapster.
27
00:01:25,050 --> 00:01:27,008
I've been Spider-Man for about a year,
28
00:01:27,050 --> 00:01:30,883
and I've already fought
this glue stick three times.
29
00:01:34,342 --> 00:01:37,174
Do they even give F minus minus?
30
00:01:37,175 --> 00:01:39,925
Let's see if I've learned
anything from my mistakes.
31
00:01:39,926 --> 00:01:41,800
Fourth time's gotta be the charm.
32
00:02:22,217 --> 00:02:25,050
This is when I leave the friendly
neighborhood Spider-Man note.
33
00:02:25,133 --> 00:02:28,050
Can I borrow a pen?
34
00:02:28,092 --> 00:02:30,967
Interesting.
Villain's eyes widening in terror,
35
00:02:31,008 --> 00:02:33,008
but Spidey-sense not tingling.
36
00:02:33,050 --> 00:02:35,008
For those of you new
to the Spider- Man experience,
37
00:02:35,050 --> 00:02:37,717
let me explain the whole
Spidey-sense thing.
38
00:02:37,758 --> 00:02:39,800
It's like an early warning
system that kicks in
39
00:02:39,842 --> 00:02:43,800
whenever there's danger.
And maybe it's on the blink.
40
00:02:43,842 --> 00:02:45,925
Hello?
This thing on?
41
00:02:48,800 --> 00:02:53,133
Whoa. The S.H.I.E.L.D. Helicarrier
is coming in low.
42
00:02:53,175 --> 00:02:55,175
- Spider-Man.
- Huh?
43
00:02:56,967 --> 00:02:59,800
Nick Fury, director of S.H.I.E.L.D.
44
00:02:59,842 --> 00:03:04,217
That's the strategic homeland
intervention enforcement and logistics division.
45
00:03:04,218 --> 00:03:06,758
The super spies.
46
00:03:06,842 --> 00:03:09,092
You super spies make it
a point to sneak up
47
00:03:09,093 --> 00:03:10,842
- on hard-working heroes?
- Kid.
48
00:03:16,758 --> 00:03:19,625
We got to talk.
49
00:03:20,842 --> 00:03:23,441
sync, correction by f1nc0
- - Addic7ed.com - -
50
00:03:33,633 --> 00:03:37,050
No one's saying you didn't stop
the bad guy, but look around you,
51
00:03:37,300 --> 00:03:40,133
Is this the way Captain America
would have done it?
52
00:03:40,633 --> 00:03:43,008
Cap would have stopped
Trapster in five seconds.
53
00:03:43,133 --> 00:03:45,425
- You took three minutes.
- Uh!
54
00:03:45,592 --> 00:03:48,175
With lots of collateral damage.
55
00:03:48,217 --> 00:03:51,050
- I do a good job.
- For a clueless rookie.
56
00:03:51,133 --> 00:03:53,342
Yeah... Ooh, huh?
57
00:03:53,467 --> 00:03:56,133
Look, everyone starts out clueless.
58
00:03:56,217 --> 00:03:58,592
Even Iron Man
back when he was a novice.
59
00:04:07,175 --> 00:04:10,049
...but he learned, eventually.
60
00:04:10,050 --> 00:04:12,133
What would you say if
I could help turn eventually
61
00:04:12,134 --> 00:04:14,425
into right now for Spider-Man?
62
00:04:14,426 --> 00:04:15,508
I knew it.
63
00:04:16,058 --> 00:04:17,475
You want me to buy a line
of self-help books.
64
00:04:17,517 --> 00:04:20,558
Not interested. Besides,
I'm tapped out until payday,
65
00:04:20,559 --> 00:04:22,392
so if we're all done here
I'm going to...
66
00:04:22,475 --> 00:04:25,017
I'm serious Peter Parker.
67
00:04:25,058 --> 00:04:27,850
- You know?
- Everything.
68
00:04:27,892 --> 00:04:30,016
Super spy, remember?
69
00:04:30,017 --> 00:04:32,891
And bam!
One serious part of my life...
70
00:04:32,892 --> 00:04:35,975
growing up with Uncle Ben and Aunt
May, a pretty typical childhood,
71
00:04:36,017 --> 00:04:38,016
until the radioactive
spider- bite.
72
00:04:38,017 --> 00:04:42,683
Then came the powers, and that
terrible night I lost Uncle Ben.
73
00:04:42,825 --> 00:04:46,600
That was when I made a
promise to do something good
74
00:04:46,601 --> 00:04:48,558
with the hand that fate dealt me.
75
00:04:48,600 --> 00:04:51,683
Things I wouldn't joke about
even if I knew how.
76
00:04:51,725 --> 00:04:54,017
With great power comes
great responsibility.
77
00:04:54,018 --> 00:04:56,309
Good words from a good man.
78
00:04:56,310 --> 00:04:58,599
Uncle Ben was the best.
79
00:04:58,600 --> 00:05:00,683
It's been, what, a year now?
80
00:05:00,767 --> 00:05:02,517
Today would have been his birthday.
81
00:05:02,558 --> 00:05:04,557
You've honored him
doing what you do.
82
00:05:04,558 --> 00:05:06,891
Now I'm offering you
the chance to do better.
83
00:05:06,892 --> 00:05:09,849
- To really learn about responsibility.
- Translation?
84
00:05:09,850 --> 00:05:13,517
I want to S.H.I.E.L.D. train you
to be a better Spider-Man.
85
00:05:13,558 --> 00:05:15,808
The Ultimate Spider-Man.
86
00:05:15,850 --> 00:05:19,850
And how ultimate is ultimate?
87
00:05:30,221 --> 00:05:32,016
That ultimate.
88
00:05:32,017 --> 00:05:34,683
Sweet.
89
00:05:36,725 --> 00:05:39,892
I should probably
set my ultimate cell phone
90
00:05:39,933 --> 00:05:41,558
to ultimate vibrate.
91
00:05:41,600 --> 00:05:44,558
Your tech needs an upgrade.
Try ours.
92
00:05:46,933 --> 00:05:49,600
S.H.I.E.L.D. tech guys developed
this next gen web shooter.
93
00:05:49,642 --> 00:05:53,767
Too big, too clunky.
I didn't say no.
94
00:05:53,768 --> 00:05:55,683
With your talent and my training,
95
00:05:55,725 --> 00:05:57,725
you could learn to be a better hero.
96
00:05:57,767 --> 00:06:00,517
The next Cap, the next Iron Man.
97
00:06:00,558 --> 00:06:02,725
One of the greats.
98
00:06:03,767 --> 00:06:07,475
Thanks for the offer but,
I'm not allowed to talk to strangers.
99
00:06:07,517 --> 00:06:09,683
Have a nice life, okay?
Cool.
100
00:06:12,808 --> 00:06:15,600
Teenagers.
101
00:06:19,600 --> 00:06:21,975
Impressed, Mr. Osborn?
102
00:06:21,976 --> 00:06:24,516
Very, Octavius.
103
00:06:24,517 --> 00:06:27,433
More than ever
I'm convinced Spider- Man
104
00:06:27,517 --> 00:06:30,850
is the key to military superiority.
105
00:06:30,892 --> 00:06:33,557
Once I replicate his abilities,
106
00:06:33,558 --> 00:06:35,892
I'll market an army of Spider-enhanced
107
00:06:35,933 --> 00:06:38,683
super-soldiers to the highest bidder.
108
00:06:38,725 --> 00:06:42,767
Nick Fury is a fool to think he can
get Spider- Man to work for S.H.I.E.L.D.
109
00:06:42,850 --> 00:06:45,849
I prefer Spider-Man the way he is,
110
00:06:45,850 --> 00:06:49,725
headstrong, undisciplined,
easy to anger.
111
00:06:49,767 --> 00:06:51,558
And easier to turn.
112
00:06:51,642 --> 00:06:55,642
I'll inform our remaining allies
to begin phase two.
113
00:06:58,850 --> 00:07:02,683
Peter, I've been calling you
all morning. Where have you been?
114
00:07:02,684 --> 00:07:07,350
I want you, Parker,
to be the Ultimate Spider-Man.
115
00:07:07,433 --> 00:07:10,725
- Uh, bus broke down?
- Sure.
116
00:07:10,767 --> 00:07:13,558
I hate to lie to MJ.
Ever since we were kids
117
00:07:13,600 --> 00:07:16,517
no one's been a better friend
than Mary Jane Watson.
118
00:07:16,558 --> 00:07:18,767
Like the time we were five
and ran away forever.
119
00:07:18,808 --> 00:07:21,100
Yeah, we weren't allowed
to cross the street,
120
00:07:21,101 --> 00:07:23,392
so we just walked up
and down the driveway.
121
00:07:23,433 --> 00:07:26,558
When we were twelve, we decided
to finally "get serious."
122
00:07:29,475 --> 00:07:31,725
- Mistake!
- I wanted to show you this.
123
00:07:31,808 --> 00:07:33,849
It is the duty of every New Yorker
124
00:07:33,850 --> 00:07:36,766
to report the actions of
these masked miscreants.
125
00:07:36,767 --> 00:07:40,683
Especially that ticking
time bomb called Spider-Man.
126
00:07:40,684 --> 00:07:43,350
Doesn't that jerk ever shut up?
127
00:07:43,392 --> 00:07:45,808
Someday that jerk will give
this journalism student
128
00:07:45,892 --> 00:07:48,725
- her first job.
- You want to work for Jameson?
129
00:07:48,767 --> 00:07:51,892
- Total nightmare.
- If that's what it takes.
130
00:07:51,893 --> 00:07:53,849
Jameson's the biggest game in town.
131
00:07:53,850 --> 00:07:58,433
Kids like us have to be realistic,
Petey. We can't all be like Harry.
132
00:07:58,434 --> 00:08:00,350
Meet Harry Osborn.
133
00:08:00,433 --> 00:08:02,600
I love Harry.
Everyone loves Harry.
134
00:08:02,642 --> 00:08:05,391
Why not?
He's rich, he's handsome.
135
00:08:05,392 --> 00:08:08,767
And most important, he's been a
friend to me when I needed one most.
136
00:08:10,725 --> 00:08:13,600
- Hey, Peter Parker.
- Uh, yeah?
137
00:08:13,642 --> 00:08:17,642
It's me, Harry Osborn.
You know, from school. Get in.
138
00:08:20,392 --> 00:08:22,433
Thanks, Harry.
You didn't have to.
139
00:08:22,475 --> 00:08:25,683
No problem. Dad, this is
the kid I told you about.
140
00:08:25,725 --> 00:08:29,267
The one who's always getting
beaten up.
141
00:08:29,392 --> 00:08:32,683
- It seems you could use some friends, Peter.
- That'd be cool.
142
00:08:32,725 --> 00:08:35,433
And perhaps you'll be
a friend to my Harry.
143
00:08:35,434 --> 00:08:37,267
Help keep his mind on his studies.
144
00:08:37,350 --> 00:08:40,392
I wish you would stop
micromanaging my life.
145
00:08:40,433 --> 00:08:42,933
Give me reasons not to.
146
00:08:42,934 --> 00:08:45,433
Uh, I just met you both,
147
00:08:45,475 --> 00:08:48,517
but I think it's great that you
have a dad who cares so much.
148
00:08:48,558 --> 00:08:50,517
It sounds like you speak
from experience.
149
00:08:50,558 --> 00:08:52,683
I never knew my dad, sir.
150
00:08:52,767 --> 00:08:55,600
But my Uncle Ben busts
my butt when I get out of line.
151
00:08:55,683 --> 00:08:58,558
And Peter's none the worse
for that, is he Harry?
152
00:08:58,600 --> 00:09:01,349
He's smiling.
153
00:09:01,350 --> 00:09:04,350
My dad is actually smiling.
How'd you do that?
154
00:09:04,392 --> 00:09:06,183
It's a gift.
155
00:09:06,267 --> 00:09:11,267
And since that day
we've been best friends forever.
156
00:09:11,308 --> 00:09:15,225
Well, that's life at Midtown.
It's okay.
157
00:09:15,226 --> 00:09:17,392
Hey, Puny Parker!
158
00:09:17,433 --> 00:09:22,307
- With one drawback.
- It's locker knocker time.
159
00:09:22,308 --> 00:09:27,267
That sasquatch loping toward me
is our reigning football star, Flash Thompson.
160
00:09:27,268 --> 00:09:30,517
There's always been this rigid
consistency to our relationship.
161
00:09:30,600 --> 00:09:33,392
Happy first day of school, dorkus!
162
00:09:34,433 --> 00:09:36,557
Feliz Navidad!
163
00:09:36,558 --> 00:09:39,183
Catch you next fall.
164
00:09:39,225 --> 00:09:41,683
Just once I'd like to turn it around.
165
00:09:48,433 --> 00:09:50,225
Sleep tight.
166
00:09:50,308 --> 00:09:53,308
If I did that I'd be everything
Jameson ever accused me of.
167
00:09:53,350 --> 00:09:56,350
And everything I promised
Uncle Ben I would never become.
168
00:09:56,392 --> 00:09:59,641
What again?
You should punch out that big goon.
169
00:09:59,642 --> 00:10:03,267
Stand up for yourself, boy.
Why when I was your age,
170
00:10:03,308 --> 00:10:06,183
do you think I let some
slab of beef push me around?
171
00:10:06,267 --> 00:10:07,600
No siree, Bob.
172
00:10:07,642 --> 00:10:10,433
It was just like what I was telling
Irving Florbush the other day.
173
00:10:10,475 --> 00:10:14,433
"Irving," I said. "You are
nobody's doormat."
174
00:10:18,475 --> 00:10:21,517
Dude, locker knocker time again?
175
00:10:21,600 --> 00:10:25,349
Thompson's such a tool.
176
00:10:25,350 --> 00:10:28,558
If that's the worst thing that happens
to me today, I'm coming out ahead.
177
00:10:28,958 --> 00:10:32,267
Remember when I
told you about Spidey-sense?
178
00:10:32,308 --> 00:10:34,308
This time it's kicking up a storm.
179
00:10:42,517 --> 00:10:44,558
Attention students,
180
00:10:44,600 --> 00:10:46,600
your Principal has
something to tell you.
181
00:10:46,642 --> 00:10:49,391
Students, your attention, please.
182
00:10:49,392 --> 00:10:52,475
The school is now under the
control of the...
183
00:10:52,476 --> 00:10:54,558
...the Frightful Four.
184
00:10:54,642 --> 00:10:57,182
Uh, there's only three of you.
185
00:10:57,183 --> 00:10:59,267
Quiet!
186
00:10:59,308 --> 00:11:01,308
These guys are bad news.
187
00:11:01,350 --> 00:11:03,517
Wizard. Master
of high- tech gadgets.
188
00:11:05,225 --> 00:11:08,558
Klaw.
The villain made of living sound.
189
00:11:08,559 --> 00:11:10,557
Thundra.
190
00:11:10,558 --> 00:11:13,392
Ruthless warrior woman from an
alternate future time line.
191
00:11:13,393 --> 00:11:15,392
Don't ask. And Trapster.
192
00:11:15,433 --> 00:11:17,350
No, wait.
I already caught him.
193
00:11:17,392 --> 00:11:20,350
Before the Trapster was captured,
194
00:11:20,392 --> 00:11:23,183
he learned Spider-Man
attends this school.
195
00:11:23,225 --> 00:11:25,224
And unless he gives himself up,
196
00:11:25,225 --> 00:11:29,183
we'll tear this place down,
brick by brick.
197
00:11:29,225 --> 00:11:31,658
- Yeah!
- We're serious!
198
00:11:33,550 --> 00:11:37,382
Klaw...
199
00:11:41,675 --> 00:11:45,675
...so, who is our
mysterious wall crawler?
200
00:11:46,717 --> 00:11:50,300
A teacher?
A student?
201
00:11:50,342 --> 00:11:53,633
A cafeteria lady?
202
00:11:53,717 --> 00:11:56,507
They seem reluctant to talk.
203
00:11:56,508 --> 00:12:00,508
Klaw, make them listen to reason.
204
00:12:04,509 --> 00:12:07,633
- Stop it!
- Peter, no!
205
00:12:10,468 --> 00:12:13,592
I'll crush the runt.
206
00:12:13,633 --> 00:12:16,592
Don't crush him,
make an example of him.
207
00:12:22,467 --> 00:12:25,633
Shut it down!
I'll talk! I'll talk!
208
00:12:34,807 --> 00:12:38,248
Well, you have something
to say, boy?
209
00:12:38,400 --> 00:12:41,301
Listen up.
Everyone needs to hear this.
210
00:12:41,427 --> 00:12:44,713
- Food fight!
- Ow! Uh!
211
00:13:01,066 --> 00:13:02,373
This is nuts.
212
00:13:02,489 --> 00:13:03,982
How do they know?
How did they find me?
213
00:13:12,308 --> 00:13:14,516
Fury was right.
214
00:13:14,517 --> 00:13:18,266
I have a lot to learn
about responsibility.
215
00:13:18,267 --> 00:13:20,642
Dude! Don't point
that thing. It might go off!
216
00:13:27,308 --> 00:13:29,266
It really stinks to be you today.
217
00:13:29,267 --> 00:13:32,433
Actually, it probably stinks
to be you every day.
218
00:13:32,475 --> 00:13:34,392
Then again it could be me.
219
00:13:34,433 --> 00:13:36,225
I haven't washed this suit in a week.
220
00:13:36,267 --> 00:13:38,142
- Hey Little Miss Muffet.
- Huh?
221
00:13:40,183 --> 00:13:43,225
The spider just kicked your tuffet.
222
00:13:44,392 --> 00:13:46,433
Spider-Man. Finally.
223
00:13:46,475 --> 00:13:49,267
Dr. Octavius, we found him.
Transmitting now.
224
00:13:49,308 --> 00:13:51,183
Excellent.
225
00:13:51,225 --> 00:13:53,308
The Wizard has Spider-Man
engaged in combat.
226
00:13:53,350 --> 00:13:56,391
The team will gain a
detailed profile of his powers.
227
00:13:56,392 --> 00:13:59,517
- Good.
- There is the small matter of witnesses.
228
00:13:59,558 --> 00:14:02,475
Shall I have the Frightful Four
destroy Midtown High?
229
00:14:02,517 --> 00:14:06,783
Midtown? No you fool,
my son is there.
230
00:14:07,267 --> 00:14:08,500
Ha!
231
00:14:24,475 --> 00:14:27,100
Looks like I'm off to see
the Wizard.
232
00:14:39,942 --> 00:14:41,025
Oh, yeah.
233
00:14:43,150 --> 00:14:46,233
You know, green corn
is really a good color on you.
234
00:15:02,942 --> 00:15:04,983
Here's my first front page story.
235
00:15:05,067 --> 00:15:09,192
Hey! Leave her alone!
236
00:15:12,275 --> 00:15:15,233
Oh, no. Harry!
237
00:15:15,275 --> 00:15:17,817
This school is filled
with would be heroes.
238
00:15:24,942 --> 00:15:28,067
Let's dance.
239
00:15:35,858 --> 00:15:40,150
Floating hostages.
Spider-Man won't dare attack.
240
00:15:44,192 --> 00:15:47,942
Real smart, Wiz.
You left the back door open.
241
00:16:00,067 --> 00:16:03,858
Spider-Man!
Flash Thompson.
242
00:16:03,900 --> 00:16:05,900
I'm your biggest fan.
Let me help, bro.
243
00:16:05,942 --> 00:16:10,817
Definitely, bro.
Step in.
244
00:16:11,817 --> 00:16:14,942
- Now what?
- Wait for my signal.
245
00:16:14,983 --> 00:16:16,942
Jump out and we'll surround them.
246
00:16:16,983 --> 00:16:19,899
Remember, wait for my signal.
247
00:16:19,900 --> 00:16:24,192
Immature, I know.
But it felt so good.
248
00:16:26,505 --> 00:16:28,775
Where is he?
249
00:16:28,817 --> 00:16:32,817
We're not being paid
to fight cops. Let's go.
250
00:16:37,233 --> 00:16:42,025
Harry, it's MJ.
Can you hear me?
251
00:16:43,817 --> 00:16:47,983
Oh, this is all my fault.
Mr. Osborn.
252
00:16:48,067 --> 00:16:51,692
- I'm sorry.
- Why apologize, Peter.
253
00:16:51,733 --> 00:16:54,067
What could you have possibly done?
254
00:16:55,817 --> 00:16:58,004
Worst day ever.
255
00:16:58,005 --> 00:17:00,192
Spider-Man? Hello?
256
00:17:00,233 --> 00:17:02,983
I'm ready.
257
00:17:03,025 --> 00:17:05,733
- Spidey?
- Okay.
258
00:17:05,775 --> 00:17:07,067
That helps a little.
259
00:17:10,242 --> 00:17:13,624
In a shoking betrayal of
the justice system it claims to uphold
260
00:17:13,625 --> 00:17:18,542
Spider-Man today led known super criminals
in an attack on innocent school children.
261
00:17:18,583 --> 00:17:20,457
Believe me, ladies and gentlemen,
262
00:17:20,458 --> 00:17:22,667
it gives this humble
commentator less pleasure...
263
00:17:22,668 --> 00:17:25,625
I imagine to say I told you so.
264
00:17:25,708 --> 00:17:28,333
It is the opinion of
Daily Bugle Communications,
265
00:17:28,375 --> 00:17:31,333
that the police should issue
a warrant for Spider-Man's arrest.
266
00:17:31,375 --> 00:17:33,417
And that nothing less
than deadly force
267
00:17:33,500 --> 00:17:35,417
should be employed in the
pursuit of Spider-Man.
268
00:17:35,418 --> 00:17:37,749
- Peter...
- Hi, Aunt May.
269
00:17:37,750 --> 00:17:40,750
Are you okay? I heard there
was trouble at your school.
270
00:17:40,792 --> 00:17:42,708
I know what you're thinking.
271
00:17:42,792 --> 00:17:45,625
Spider-Man lives at home
with his doting old aunt.
272
00:17:45,626 --> 00:17:48,375
Loser.
Think again.
273
00:17:48,417 --> 00:17:51,625
My aunt is pretty cool.
She works all day.
274
00:17:51,626 --> 00:17:54,333
And Monday nights she's at yoga.
275
00:17:54,375 --> 00:17:56,333
Tuesday it's French cooking.
276
00:17:57,500 --> 00:17:59,333
Thursday it's bowling.
277
00:17:59,334 --> 00:18:00,625
Woo, oh yeah!
278
00:18:00,667 --> 00:18:03,624
Her full schedule lets me
come and go as I please.
279
00:18:03,625 --> 00:18:06,500
Of course I have to keep the
Spidey stuff on the down low.
280
00:18:06,542 --> 00:18:08,500
There's no way she would
approve of her little Petey
281
00:18:08,542 --> 00:18:10,666
mixing it up with super villains.
282
00:18:10,667 --> 00:18:13,499
Those psychos never
touched me, Aunt May.
283
00:18:13,500 --> 00:18:15,667
I wish I could
say the same for Harry.
284
00:18:22,375 --> 00:18:24,542
There's still some ringing in my ears.
285
00:18:24,583 --> 00:18:26,375
But the doc says I'll be fine tomorrow.
286
00:18:26,458 --> 00:18:27,417
Awesome.
287
00:18:27,500 --> 00:18:29,416
Strangest thing, Peter.
288
00:18:29,417 --> 00:18:33,375
Those villains seemed to believe
Spider- Man goes to your school.
289
00:18:33,500 --> 00:18:36,207
Do you know anything about that?
290
00:18:36,208 --> 00:18:38,458
Huh, I think he sits
next to me in Spanish.
291
00:18:41,250 --> 00:18:44,583
Hola!
Donde esta la biblioteca?
292
00:18:47,417 --> 00:18:49,542
No, sir.
I've never heard that.
293
00:18:50,583 --> 00:18:53,125
You know what? If we had
Norman Osborn's money,
294
00:18:53,126 --> 00:18:55,167
I'd put you in private
school immediately.
295
00:18:55,208 --> 00:18:58,583
Yeah, that'd be sweet.
Hey, when's dinner?
296
00:18:58,625 --> 00:19:01,583
It's almost ready.
Put the candles on the cake.
297
00:19:01,584 --> 00:19:03,582
Cake?
298
00:19:03,583 --> 00:19:08,625
Yes, the cake you promised to get
in the city today. Ben's favorite.
299
00:19:08,626 --> 00:19:11,375
You didn't get distracted again,
did you Peter?
300
00:19:11,417 --> 00:19:14,208
Um, I'm sorry Aunt May,
I guess I...
301
00:19:14,250 --> 00:19:17,250
That's all right. With all
that happened today at school,
302
00:19:17,292 --> 00:19:20,312
I couldn't expect you to remember.
303
00:19:20,313 --> 00:19:23,333
Uncle Ben. So sorry.
304
00:19:23,375 --> 00:19:27,125
I'm just happy
you made it home safely.
305
00:19:29,333 --> 00:19:31,417
I can't believe I let her down.
306
00:19:33,542 --> 00:19:36,125
You're always hurting
the people closest to you.
307
00:19:36,126 --> 00:19:37,499
Uncle Ben, Harry.
308
00:19:37,500 --> 00:19:39,292
And if you can't
even get a cake home,
309
00:19:39,333 --> 00:19:41,207
how are you going to be
one of the greats?
310
00:19:41,208 --> 00:19:43,542
The way I see it, you can
either accept Fury's offer
311
00:19:43,543 --> 00:19:45,542
and take advantage of
his training and tech,
312
00:19:45,583 --> 00:19:48,417
or keep fumbling along
like a clueless rookie.
313
00:19:48,458 --> 00:19:50,333
What's it going to be,
Spider-Man?
314
00:19:50,375 --> 00:19:52,250
Are you okay with
just being amazing?
315
00:19:52,333 --> 00:19:55,083
Or do you want to be ultimate?
316
00:19:58,417 --> 00:20:00,499
Okay, let's do this.
317
00:20:00,500 --> 00:20:03,500
Put out the welcome mat, S.H.I.E.L.D.
Spidey's come a calling.
318
00:20:05,208 --> 00:20:07,458
Fury is right.
With his help, I can do better.
319
00:20:09,645 --> 00:20:13,208
I'm done with this
lonely loser routine.
320
00:20:13,250 --> 00:20:15,292
It's time for me to step up
and show the big boys
321
00:20:15,293 --> 00:20:17,500
what the ultimate Spider-Man can do.
322
00:20:20,208 --> 00:20:21,458
Great!
323
00:20:21,500 --> 00:20:25,208
Fury's tech boys better be on
their game or I'm street pizza.
324
00:20:31,250 --> 00:20:33,167
Whoa! Yeah!
325
00:20:34,083 --> 00:20:37,208
Okay, not too clunky.
326
00:20:38,417 --> 00:20:43,208
Intruder alert! Intruder alert!
327
00:20:43,292 --> 00:20:45,499
Whoa!
What is this?
328
00:20:45,500 --> 00:20:47,250
Blast Spider-Man and win a panda?
329
00:21:02,292 --> 00:21:05,083
Whoa!
330
00:21:08,167 --> 00:21:11,042
Whoa!
331
00:21:11,083 --> 00:21:13,500
Intruder alert! Intruder alert!
332
00:21:23,250 --> 00:21:25,250
Your friendly neighborhood
Ultimate Spider-Man
333
00:21:25,251 --> 00:21:27,249
reporting for duty, sir.
334
00:21:27,250 --> 00:21:29,292
Welcome to S.H.I.E.L.D, Spider-Man.
335
00:21:29,333 --> 00:21:31,417
Hope you survive the experience.
336
00:21:31,458 --> 00:21:33,167
Uh...
337
00:21:33,208 --> 00:21:34,458
...to be continued.
338
00:21:35,292 --> 00:21:39,375
sync, correction by f1nc0
- - Addic7ed.com - -26967
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