Original subtitles

I am in serious trouble,

or at least I would be, if I wasn't the ultimate Spider-Man.

I take it back. I am in serious trouble. Whoa!

Meet the Iron Spider Hulkbuster suit, times two.

Can't stick around.

Spidey sense telling me to move.

Youch. Hate when that happens.

See, I'm not your average arachnid.

Hi. How's it going?

Spidey wins.

And the crowd goes, "ahh."

Hey, Doc Connors.

Please tell Iron Man I'm sorry about breaking his toys.

Your help was invaluable, Spider-Man.

You exposed the weakness in my combat A.I.

This next version will require a pilot.

Hey, I know a guy.

Let me know when I can take it for a spin.

Yo, Spidey.

- What're you doing here, Flash? - It's Venom. Agent Venom.

And I'm here to do a little extra credit work.

Gotta say, I wasn't sure how getting stuck as Venom would go,

but it's turned out pretty rad.

Doctor Connors?

I'm awake now.

Speaking of not-so-rad...

What's Alex doing here?

We've been running tests on Rhino.

And unfortunately, there is no more Alex.

The chemicals he took have made his transformation permanent.

Wait, permanent?

You mean I'll never be a normal kid again?

I'll never go home, ever?

Hey, take it easy, big guy. You can't give up hope.

Yeah, look at me. I was a nobody too,

but now I go to the S.H.I.E.L.D. Academy!

I'm learning to be a superhero with my bro, Spidey!

So what?

I don't even know you.

Dude, yes, you do.

Flash Thompson?

You're the bully that drove me to become Rhino in the first place!

And I totally apologized for that, remember?

You get to go to hero school while I'm stuck as a caged monster?

I ought to shove this horn...

Whoa. Let's take it down a notch, and not threaten anyone with our horns.

Take it easy, Rhino.

Look, Flash isn't such a bad guy once you get to know him.

Spidey, I don't know if you being on my side is a good idea.

I'm not on anybody's side.

I'm just trying to make the best out of a bad situation.

No no no!

Rhino, stop before we fall!

Fun science fact: Spiders can't fly.

Neither can Rhinos or, uh, whatever Venom is.

Yo, Venny, you got a parachute in your bag of tricks?

Uh, let me check.

I can do that?

Whoa, that was a snap.

Unfortunately, so was that.

Whoa, Rhino pancake. Splat.

Nothing could have survived that.

Never ever say that out loud.

Never say that and never say, "I think we lost him,"

"That's the last we'll ever see of him," or, "Hey, what could go wrong?"

- Payback time, boy. - Hey, I've changed my ways, bro.

I don't pick on weak, defenseless geeks anymore.

Who you calling "weak" and "defenseless"?

You're so not helping.

What? You were my second favorite science nerd.

Right after Parker.

What my clueless associate is trying to say

is that we should all just try to calm down.

I am calm!

I didn't want to use the goo,

but you're leaving me no choice, Rhino.

Wait! don't get cocky, Venom.

You're still a rookie.

More like, rookie of the year.

Gonna stomp you for good this time, Jockstrap.

Ahh! Whoa!

Spider-Man's not on my side.

Nobody's on my side.

Thank goodness for seat belts.

Oh, great. Fury.

What's this I hear about an escaped rhino?

Nothing we can't handle.

Evidence suggests otherwise.

Uh-oh.

That's why I'm mobilizing all S.H.I.E.L.D. resources to apprehend Rhino.

Whoa, whoa, whoa. You don't want to send in the big guns.

- They'll just make a bad situation worse. - I don't know, Spidey. Rhino is trouble.

He's like some kinda animal.

And any cornered animal is a lot more dangerous.

Look, I know under all that rhino hide is still basically just a scared kid,

but I think I can get through to him if you just give me a chance.

All right.

For now.

Well, let's go get him.

Does my spider-cycle rock or what?

Meh.

"Meh"?

And you can do cooler?

You tell me.

Show-off!

Looks like S.H.I.E.L.D. evacuated the street, just in time.

Sir, I'm gonna need to see your license and registration for that horn.

No. No. Not the bike. Not the bike.

Oh, man!

That was my favorite toy!

You're just another bully like your buddy Flash.

- Dude, I'm not that dude anymore. - Hey, idea.

How 'bout we discuss this somewhere

innocent civilians won't get flattened by flying vehicles and rampaging rhinos?

I'm not going back to S.H.I.E.L.D.!

If they can't cure me, they're not gonna keep me in a cage.

Oh, no, no, not the...

Ow. Tank.

So much for reasoning.

This is all my fault, bro.

Me being a jerk created two monsters.

Don't beat yourself up, Flash.

This isn't over yet.

Spider-Man,

status update.

Uh, we're making progress.

Doesn't look like progress.

We just need a little more time.

I'm calling in the big gun.

But we can still...

Wait, what kind of "big gun"?

Time to smash.

Oh. The big green kind.

Yo, bug-man.

- Whoa! - Noogie, noogie, noogie.

Gotta love the Hulk.

He's like the big brother I never wanted.

- Noogie, noogie, noogie. - Ow. Ow.

Hey, Mr. Hulk. I can't believe I'm teaming up with an Avenger.

Fury said I was fighting some rhino guy, not the black glob of snot.

Globby here is a good guy now, Hulk.

And before you start leveling neighborhoods,

there's some things you ought to know about the Rhino guy too.

All I need to know is where to point my fist.

You two just stay outta my way.

Just don't hurt him.

Don't worry, kid. I do this kind of stuff in my sleep.

That's what I'm afraid of.

Aw, ain't he a cute little guy?

Who you calling "little"?

Huh?

First thing's first.

Okay, now what say you two step up to the net and shake hands?

Spider-Man!

Bringing in more of your bully friends to fight me?

Don't worry. I'll go easy on you. 'Cause bug-man asked me to.

Rhino won't go easy on you.

Guys, wait.

Venom, move.

We'll be lucky if we don't get smashed between them.

That's it, I'm taking you down.

Kid's a lot tougher than I thought.

He won't back down.

Got that right.

Venom, save those agents!

I got 'em, Spidey!

Why won't you just leave me alone?

No can do, kid.

I got people depending on me!

Good thing none of those people were on that bus.

Hey, this is what I do to rampaging monsters.

And this is what I do,

talk down the rampaging monsters.

Look, we get that you're angry,

but you have to calm down before somebody gets hurt,

namely you,

by the not-so-jolly green giant.

He's talking about the Hulk.

No one can hurt the Rhino!

Not him and not you!

Uh-oh.

- Less talk, more smash. - I agree.

Hulk, wait!

I sure hope there's no home game tonight.

Stupid ice.

Get ready to be rammed!

Whoa!

Get ready to be smashed.

Talk about nothing but net.

This isn't working. We're not stopping him!

He might be tough, but so are we.

Snot-glob is right. We don't give up.

We can't give up...

Ever!

Ooh, gamma-sized wedgie. That's gonna land Rhino in the penalty box.

Earth to Hulk!

Spidey! I'm responsible for this mess, time I cleaned it up.

Venom, be careful!

Uh-oh.

Flash!

Now see what ya done?

Spidey... Don't feel so good.

Stay with me, Flash.

Gonna get you to some help.

Don't worry. He'll recover.

The Venom actually protected him.

Sorry, Flash.

I never should've let you get in harm's way.

Wasn't your fault, Spidey. This is on me.

Don't give up. What am I saying?

You never give up.

Even when I should. It's hopeless.

If I want to even slow those two freight trains down,

I gotta find some...

Power.

Evacuate the area immediately.

Everyone, move!

Fight power with power. With the Iron Spider Hulkbuster armor.

Some assembly required.

Ha, who can't handle it now, Fury?

That's right, Hulkster, get it all out of your system.

Bug-man? That you in there?

It's me. Now that we're having a "time-out,"

I can tell you that I figured out what Rhino's doing.

That tunnel leads to Queens.

That's his old neighborhood. Rhino's trying to go home.

This makes me not wanna smash him why?

Because I know how to get through his thick hide.

Unless he happens to get through mine.

Hang on. I'll get ya outta there.

Wh-whoa!

Whoa!

Whoa!

Now I know how sardines feel.

No, no, no. Don't do that. Please don't do that!

No, no, no, no. Wait!

Good thing Fury cleared the tunnels.

Uh, guys?

You really need to cut it out or you're gonna bring the whole tunnel

crashing down on top of us.

I hate saying "I told you so."

Think, Spidey, think.

I can't overpower these two,

so how do I get out of the middle of this Hulk-Rhino sandwich?

My answer: A little dumb Spidey luck.

Doc Connors isn't gonna be too happy about me busting his Hulkbust...

Uh, armor suit thingy.

Forget it, kid.

It's what's inside the armor that counts.

That's it. We've been trying to fight Rhino from the outside.

- We've forgotten about what's on the inside. - Rhino guts?

Alex, stop!

Huh?

What did you call me?

If it's all the same to you, green guy,

I'm gonna handle this.

Hey, could've just asked, Bug-man.

That's right, I called you "Alex."

That's who you are.

And who you'll always be.

No! I don't want to be weak!

Remember the good stuff about who you are.

Science class, pizza Tuesday, having a home and a family.

Things I'll never have again.

I'm not Alex. Not anymore.

Whoa!

Listen, Alex, no horn or thick grey hide can ever change who you are inside.

I should know.

I was once a wimpy kid, too.

Then, one day, I got spider powers.

I could've seen myself as a freak, but I chose to make the best of it.

Same goes for Flash.

And you can make that same choice, too, Alex.

You can turn that negative around and make it a positive.

The kid's right. I was just like you. Worse, even. And look at me now.

Big time Avenger.

Thanks to friends who believe in me.

You really think I can be a hero?

Hey, if I can do it, anyone can.

But, right now, we gotta evacuate.

No! You said it.

We can't give up. We can save the tunnel!

You want to be a hero, Alex? Here's your chance. Prove it.

Well, it ain't pretty, but it'll hold for now.

I guess that takes care of everything.

Everything except that burning fuel tanker

that's about to explode and bring the tunnel crashing down on top of us.

Let's evacuate now.

Out of the way.

Guess all that hero talk was nothing but a bunch of Rhino poop.

Wait.

Ya know, I take it back.

Horn-head just might have what it takes.

- Nice work, bug-man! - Ow!

Come on, go in. It's your house.

I...Can't.

This is what you wanted, isn't it?

To go home?

Yeah...

But not like this.

I'll come back when I can do it with my head held high.

Great. Strapped down to a lab table...

Again.

As good a place as any to make the best of things.

No time like the present to start.

That's your cue, Alex.

Uh, sorry I called you "J ockstrap."

And head-butted you.

And I think I might've blown up your house once.

I probably deserved it.

You totally deserved it.

All right, Rhino.

- Back to your cage. - Can't you give him a break?

I mean, he did help us save the Queens Midtown tunnel.

Despite the fact that he also helped destroy it?

- Um... - Tell ya what.

You forget Rhino smashing up the city.

And I'll forget that S.H.I.E.L.D. just happened

to have a Hulkbuster to use against me.

That was purely experimental.

Not authorized for the field.

Well, I suppose we owe you a debt of gratitude for neutralizing the problem.

Don't thank me, thank the kid.

He's the one that wouldn't give up.

Good to hear.

Because I'm making Rhino your responsibility.

You wanted the opportunity. Now you got it.

- Prove yourself. - What's that all mean?

It means you're now officially a student at S.H.I.E.L.D. Academy.

I gotta go to school with him?

Again?

Never said it'd be easy.

But, trust me,

you can do anything if you don't give up.

This'll be fun.

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