Original subtitles

I can't believe I'm leaving Midtown High for the very last time.

This place sure holds a lot of memories.

Some good...

Some not so good...

And some pretty great.

But good or bad, that's all in the past now.

'Cause today...

I transfer to my new school.

Feast your eyes on the latest and greatest

from our very own Nick Fury.

The Triskelion...

Code name for S.H.I.E.L.D. Academy.

Home and training ground for a young, new team of heroes.

And there they are.

- My new classmates. - All right, Spidey!

- Yeah! Way to go! - Thank you, thank you.

- You're too kind. - Spider-Man!

Are you gonna stand there all day or join the campus tour?

Sir, yes, Director Fury, sir!

Let's go.

Just some of our guest lecturers and instructors.

Yeah. You know, I was an avenger.

Briefly.

And if you're done talking about the past, Spider-Man,

it's time to see your future home.

These are the dormitories,

your living quarters, and workspace.

Designed for the most serious and intensive of studies.

Awesome!

Sweet Christmas!

I call top bunk!

Too slow.

Move it, people.

Iron Spider.

This ain't recess. You're already late for your first class.

Question.

Couldn't help but notice there are no desks

and no books and no...

This isn't your typical high school, Cho.

And this isn't your typical classroom.

However, we will begin with a pop quiz.

Uh, I totally didn't study for this.

Welcome to S.H.I.E.L.D. Academy.

Oh, don't say it. don't say it.

Hope you survive the experience.

Aw, you said it.

Cadets, scatter!

Lesson number one...

Learn to avoid exploding bowling balls.

Looks like Squirrel Girl's a quick study, too.

All right, S.H.I.E.L.D. academics,

let's school these drones.

I haven't always gotten along with Nova and Iron Spider,

but they make an awesome tag team.

Of course, Power Man and iron fist have been training together so long,

they're a well-oiled machine.

Kazar and Dagger...

City girl conjures her own weapons of light

while jungle boy sharpens his with dinosaur teeth.

White Tiger and Zabu...

Bringing the pure feline Fury.

Hah!

Agent Venom...

AKA Flash Thompson.

He'd freak if he knew Peter Parker,

the wimpy science geek he bullied in school, was actually yours truly...

Spider-Man.

And now it's all up to Cloak and his teleportation powers

to end this pop quiz with a bang.

Not bad for your first day.

You will challenged at every waking

and non-waking moment at S.H.I.E.L.D. Academy.

So always be alert.

You heard the man. If we're gonna be the next generation of avengers,

then this is what it's going to take.

I'm your instructor, Mr. Frank.

But you may remember me as the golden age hero known as the Whizzer.

Oh! Whizzer 'cause you're fast.

I was think...

- Whizzer. - Care to share your joke, wise guy?

Uh, no, sir. No.

Whizzer.

I'm no spring chicken.

But in my day, I put the Kibosh on more muscle-bound bad eggs

than you green horns can shake a stick at.

Now then, we begin our studies in "super villain analysis"

with Batroc, the leaper.

Oh, seriously?

Why do I even need to take this class? I've fought Batroc plenty of times.

And let's see how that turned out.

Here's an example of a combatant underestimating his opponent.

Huh?

Quit trying to hack my system, Spider-Dweeb.

Hey! I'm not hacking you.

As you can see, students,

there's no substitute for research and study in a successful hero career.

And knock off the texting.

I don't need to see it to know you're doin' it.

Lookin' sharp, Dagger.

Iron Fist! Namaste.

Oh, this is what it's like to be popular.

I could get used to this.

Bio analysis: Spider-Man. No hall pass necessary.

I've earned some respect as a S.H.I.E.L.D. agent. So they cut me some slack.

Being me has its privileges.

Huh?

What's Iron Spider doing out of class?

Hmm.

I'm thinking he doesn't have a hall pass.

What are you doing, Amadeus?

You know the archives are off-limits.

I'm trying to find the hacker who's messing with my system.

Some weird transmission keeps pinging my tech.

Signal's coming from right here.

You kidding?

That old tube couldn't pick up a black-and-white rerun.

Spider-Man, aren't you supposed to be in class?

Uh, just doing some independent research.

Be right there.

You heard Fury. We gotta go.

So begins another day in the life of S.H.I.E.L.D. Academy's star student.

First period... Advanced Agilty with Captain America.

Second period... Advanced bomb defusing.

Hope you're getting this all down...

'Cause there's a test tomorrow.

What?

Third period... Advanced showboating with Hawkeye

It never hurts to get on the teacher's good side.

Then again, it could really hurt.

- Aim higher! Higher! - Lower! Lower! Lower!

How'd I go from star student to star whipping boy in one day?

Spidey-sense wouldn't just go off for no reason.

Amadeus Cho is not in his bunk.

But I have a pretty good idea where to find him.

All right.

Whatever you are,

let's see what makes you tick.

Amadeus, don't touch!

That thing is locked up in here for... Wait. Who turned that on?

I live.

You talk?

There's definitely something wrong with this T.V.

Ah, this place...

Where am I?

You're in S.H.I.E.L.D. archives,

on an island off the coast of New York.

So now we're giving away secrets to the disembodied video head?

Interesting.

And you don't know who I am?

I don't know.

I am the living consciousness of none other than Dr. Arnim Zola!

This tech's from the dark ages.

There's no way to construct an A.I. With no Internet, no micro-processors,

no high-capacity memory.

Ah!

A fellow scientist.

The device on the shelf above...

Bring it to me.

It will answer all your questions...

And countless more you would not even think to ask.

Amadeus, no!

I just want to look.

It might interest you to know that I was a pioneer in the field of technopathy...

Or the short-range psycho-kinetic control of inanimate objects.

Not bad.

But can you change the channel on that ugly face of yours?

Clever.

As if the likes of you could stand up to Hydra!

Hydra? As in evil organization trying to take over the world, Hydra?

Aw, crud.

Boob tube here is a super-villain.

Neat trick. But you won't get control of my armor, so easily.

I've no need to control it.

I merely need to magnetize it.

Amadeus, get off me!

Before we're both crushed!

Amadeus! Can't you do something to de-magnetize your suit?

My systems are totally jammed.

Don't you have a manual override?

There's an access panel in my boot.

Which might be accessible if we weren't buried in scrap metal.

Almost!

Got it!

Now, if you reverse the polarity,

it should create an opposing magnetic field

that'll neutralize the attractive force.

Whoa!

I'm gonna say it worked.

No sign of T.V. torso.

We'd better round up the team and report this.

You seriously want to tell Fury we snuck out of the dorm

and activated a vintage super-villain?

Eh. I've done worse.

Well, I haven't. And I don't want to get kicked out of school.

Fine. I won't tell Fury.

We'll split up and track down the retro tech.

And speaking of retro...

Caught me polishing the old Whizzer ring, did you?

He said, "Whizzer ring."

This was my call to action, back in the day.

Hasn't been activated in years.

But it still vibrates when you kids are texting.

- Oh, so that's how you... - I don't need to see it

to know you're doin' it.

What can I do for you, kid?

Well, um, I'm doing some independent research

on golden age heroes.

I was hoping you might...

Have a ton of scrapbooks from the glory days?

That's me and Captain America

sluggin' some Hydra punks back in the big one, WW II.

Whoa! You guys kicked butt back in the day!

- Wait! T.V. torso guy... Who is he? - Arnim Zola,

a pioneer in artificial intelligence and cloning.

One of Hydra's top eggheads.

- Any idea what happened to him? - Disappeared at the end of the war,

but we kept some of his old tech in the archives for research purposes.

Why are you so interested

- in Arnim Zola? - Oh, well, you know what they say.

And by "they," I mean you.

"There's no substitute for research and study in a successful hero career."

I did say that.

Okay. So now I know who this guy is,

but how did he escape S.H.I.E.L.D. H.Q. Without setting off any alarms?

Especially those things.

Yah!

Never noticed the cameras before.

Wonder if I can use them to access last night's security feed.

Classic.

Yeah, he is kinda nutty.

I've checked every camera.

There's no footage of Arnim Zola leaving the building,

which means... Zola's still in the building.

- Since when can you read my mind? - I thought he was gone, too,

but he just changed frequencies.

I'm still getting that interference,

so I could trace the signal again.

Amadeus, wait! You don't stand a chance

against a guy who can magnetize your armor.

Way ahead of you, Webs.

Already modded my suit with an interference signal that'll override Zola.

Still, you can't risk getting caught on any more secret missions.

Secret missions?

Count me in, Spidey.

Oh, will you keep it down, Flash, before you wake up the whole dorm?

What's goin' on, Spider?

Star student suddenly too good for his old teammates?

Fine.

Let's make this a group project.

You sure this is the right place?

This is where the signal's coming from.

Looks like this section's been shuttered for decades.

They didn't even bother to install security cameras.

Which makes it the perfect hiding place

for a rusty, old robot dude slash evil genius.

And his latest science project.

Old school has upgraded his toys, and I'm not liking it.

Where is he, Amadeus?

He's close.

Give it up, Captain Video!

We have you outnumbered.

On the contrary, child.

It is you who are outnumbered...

For a genius, this guy's not very good at math.

Well, he's good at something.

Whatever it is, it's disgusting.

By a Synthezoid army completely under my mental control.

Attack!

Okay. Yeah. We're definitely outnumbered.

Seriously? You're attacking us with walking mud pies?

Whoa!

I'm not the squeamish type, but these things are grosser than Venom.

Really, Power Man?

That was hurtful.

I've got more fire power than these walking boogers!

Did somebody say "fire power"?

Told you I modded my suit.

Unfortunate, misguided children,

you cannot defeat my Hydra army.

These artificial constructs are the perfect soldiers.

Powerful, resilient, expendable,

and completely under my control!

So, to wipe your goons out...

We gotta switch you off.

Hey, can you switch your face to the ballgame for a second?

I just want to see the score.

If you won't let go of my fist,

you're gonna be my fist!

Nice move, Power Man!

Let me give it a try.

Enough of this independent study.

We need to call Fury... Now.

I can't get a signal out.

Zola must be jamming our comm-links.

Wait. Try sending a text.

Really? A text message?

Now?

Just do it. Trust me.

Sent. But I don't know if it went through.

Yes, it did.

Huh?

Ol' Whizzer's still got some pep in his step.

And some zing in his ring, when you kids are texting.

Whizzer...

My Nemesis from the invaders.

You've grown old...

While I remain immortal.

I'm still fit enough to snap your T.V. antenna like a twig, Zola.

Even at your age,

you've never learned.

You can never defeat Hydra!

We will always rise again!

Kids, go for the doohickey on his noggin.

That's what's controlling his army.

You must be slowing down, Whizzer, mein friend.

If you think I would open myself to such an obvious attack.

My Hydra army is more than a match

for your agents of S.H.I.E.L.D..

We will crush your young heroes,

and then I conquer your world!

No one will be left to interfere!

Interfere? That's it!

The interference signal around your armor...

Project it around Zola. It'll cut him off from his army.

Just need to reconfigure a few protocols...

Was is das?

You fools! What have you done?

Without my control, the raw Synthezoid material will destabilize!

Uh, guys?

We need to...

Vamoose while the vamoosing's good?

Not before I close the book on this blast from the past.

Whizzer!

Mr. Frank? Whizzer?

Are you all right?

He said, "Whizzer."

You saved him, Spidey!

Uh, Spidey?

Sorry, Zola. Your show's canceled.

Since I went dormant, much has changed in the world.

But I believe it is still worth conquering.

As you'll see, Spider-Man.

Tune in whenever you want, Zola.

I'll be here.

Hey, guys, whiz happenin'?

I owe you my life, young man.

Any chance you could repay me by not telling Fury about all this?

Not telling me about all what?

Want to explain exactly how Arnim Zola got reactivated

and why you chose not to report it?

Uh, it was my fault. Just me.

I was sneaking around the archives, and, well, one thing led to another...

You're supposed to be my star student,

but it seems you need more schooling than your classmates.

What? More schooling? Are you serious?

Everyone here has been riding me since I set foot in this place!

Because we expect more out of you.

Becoming ultimate Spider-Man isn't about privileges and popularity.

It's about setting an example.

With great power...

Comes great responsibility.

Bio-metric analysis: Spiderman.

Special clearance revoked.

Hall pass now required.

But I don't have a... You're gonna zap me, aren't you?

Well...

Look who rejoined the ranks of the common folk.

Guess that bug-eyed face doesn't carry any more clout around here.

Well, no one ever said school would be easy.

Today was tough.

But tomorrow will be better.

Attack. Attack.

Attack. Attack.

Come on!

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