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1
00:00:02,137 --> 00:00:03,251
Midtown High.
2
00:00:03,388 --> 00:00:05,038
Of all my favorite places
in the world,
3
00:00:05,073 --> 00:00:08,179
this is easily in the top... 97.
4
00:00:08,569 --> 00:00:10,553
Wait. What am I even doing here?
5
00:00:10,612 --> 00:00:11,711
Spider-Man?
6
00:00:11,746 --> 00:00:13,282
Where is your homework
assignment?
7
00:00:13,307 --> 00:00:14,137
My report?
8
00:00:14,163 --> 00:00:16,268
I didn't prepare my report.
I forgot!
9
00:00:16,292 --> 00:00:18,408
That's not all you forgot.
10
00:00:22,106 --> 00:00:24,608
Huh? Spidey sense.
Tingling?
11
00:00:24,632 --> 00:00:27,204
Oh, man. Just an anxiety dream.
12
00:00:28,553 --> 00:00:32,143
Of all the spiders
in town, he's the web-headedest!
13
00:00:33,543 --> 00:00:34,606
That shouldn't be there!
14
00:00:34,631 --> 00:00:36,789
Of course it shouldn't,
you no-account knothead!
15
00:00:37,082 --> 00:00:40,265
But what's worse is, that menace
Spider-Man is roaming the streets!
16
00:00:40,290 --> 00:00:42,173
And nobody's doing
anything about it!
17
00:00:42,606 --> 00:00:43,933
Spidey sense tingling!
18
00:00:44,848 --> 00:00:45,911
Whoa!
19
00:00:47,935 --> 00:00:51,514
Now for some reason I'm dreaming about
Arnim Zola's assimilation tubes.
20
00:00:51,676 --> 00:00:54,095
Only one sure way of waking
yourself up from a dream.
21
00:00:54,520 --> 00:00:55,411
Ow.
22
00:00:55,777 --> 00:00:57,667
And still here.
23
00:00:57,712 --> 00:00:58,468
Huh?
24
00:00:59,103 --> 00:01:00,710
Ugh. Ech.
25
00:01:00,908 --> 00:01:02,683
Okay, I'm not asleep.
26
00:01:02,709 --> 00:01:04,549
Ew! And there's goop!
27
00:01:05,170 --> 00:01:08,805
So maybe not a dream,
but definitely a nightmare.
28
00:01:20,855 --> 00:01:24,207
My Spidey sense wakes me up from
dream into dream, and this is real?
29
00:01:24,250 --> 00:01:26,760
Okay, Spidey,
this is no time to panic.
30
00:01:26,992 --> 00:01:28,385
Oh, the heck with it.
31
00:01:28,420 --> 00:01:30,456
This is a perfect time
to panic!
32
00:01:34,305 --> 00:01:35,878
I don't know where I am, but...
33
00:01:36,128 --> 00:01:37,561
Gotta get out of here
and back to...
34
00:01:40,466 --> 00:01:41,432
My dorm?
35
00:01:41,468 --> 00:01:42,500
Seriously?
36
00:01:43,237 --> 00:01:47,186
Pretty sure my closet didn't have Arnim
Zola's tube the last time I checked.
37
00:01:47,218 --> 00:01:48,573
Who needs to hear about this?
38
00:01:48,716 --> 00:01:49,793
Silly question.
39
00:01:49,819 --> 00:01:51,503
Everybody needs
to hear about this.
40
00:01:55,165 --> 00:01:57,400
Guys! Guys!
You're not gonna believe this.
41
00:01:57,424 --> 00:01:59,817
You know, some of us
actually go to our classes.
42
00:01:59,843 --> 00:02:01,572
I wasn't skipping class,
White Tiger.
43
00:02:01,597 --> 00:02:03,251
I was in this giant
test tube...
44
00:02:03,275 --> 00:02:05,444
Filled with green goo,
45
00:02:05,468 --> 00:02:07,132
in my, um, closet.
46
00:02:08,086 --> 00:02:11,468
- Are you feeling well, spider?
- You think I made it up, Iron Fist?
47
00:02:11,493 --> 00:02:13,228
You seem out of sorts.
48
00:02:13,252 --> 00:02:15,097
I don't need a new brain
if that's what you're asking.
49
00:02:15,122 --> 00:02:16,221
I'm fine.
50
00:02:16,246 --> 00:02:18,950
I know it's hard to believe,
but you just gotta see it.
51
00:02:18,975 --> 00:02:19,793
Come on.
52
00:02:20,442 --> 00:02:22,414
See? Heh.
Freaky, right?
53
00:02:24,526 --> 00:02:27,347
What's really freaky is you've
never heard of a washing machine.
54
00:02:27,382 --> 00:02:28,681
A what-now machine?
55
00:02:28,716 --> 00:02:30,114
No, there was a tube.
56
00:02:30,192 --> 00:02:32,412
And goo. Lots of goo.
Trust me.
57
00:02:32,933 --> 00:02:34,045
I was dreaming.
58
00:02:34,070 --> 00:02:35,703
Then my spider-sense
woke me up.
59
00:02:35,728 --> 00:02:37,865
And then it did it again and again.
And then...
60
00:02:38,828 --> 00:02:41,929
Spidey, you are definitely
not getting enough sleep.
61
00:02:41,963 --> 00:02:43,682
Maybe you're
still dreaming now.
62
00:02:43,917 --> 00:02:45,920
Or maybe I'm dreaming
all this.
63
00:02:46,067 --> 00:02:49,002
Oh, whoa,
I'm freakin' myself out now.
64
00:02:49,038 --> 00:02:50,480
You think I'm seeing things?
65
00:02:51,430 --> 00:02:52,711
- No.
- No way.
66
00:02:52,736 --> 00:02:53,670
- Maybe a little bit.
- No.
67
00:02:53,694 --> 00:02:54,531
- No, no, no.
- Yes.
68
00:02:54,557 --> 00:02:57,646
Hey, with as much crazy stuff
lately that you've been in...
69
00:02:57,670 --> 00:03:00,126
You'd be nuts if you
didn't go a little loopy.
70
00:03:00,620 --> 00:03:01,842
Fine.
Then don't believe me.
71
00:03:01,867 --> 00:03:02,974
Whatever.
I don't care.
72
00:03:04,955 --> 00:03:06,120
You believe me, right?
73
00:03:06,156 --> 00:03:08,134
I believe that you believe.
74
00:03:08,224 --> 00:03:10,292
What the eye sees
is not as important
75
00:03:10,326 --> 00:03:12,336
as what the mind
believes it sees.
76
00:03:12,554 --> 00:03:14,877
Also, you probably
should get more sleep.
77
00:03:20,503 --> 00:03:21,733
Maybe they're right.
78
00:03:22,105 --> 00:03:23,223
Maybe I'm losing my...
79
00:03:23,355 --> 00:03:24,126
Huh?
80
00:03:24,191 --> 00:03:25,340
Spidey sense.
81
00:03:29,680 --> 00:03:32,663
Okay, now my Spidey sense
is imagining things.
82
00:03:32,687 --> 00:03:34,015
Must have been asleep.
83
00:03:34,140 --> 00:03:35,050
Aah!
84
00:03:37,086 --> 00:03:38,746
A Synthezoid?
Here?
85
00:03:41,134 --> 00:03:42,466
Hiding in my dirty laundry?
86
00:03:42,526 --> 00:03:43,312
Ew.
87
00:03:43,762 --> 00:03:45,795
One of Arnim Zola's
artificial soldiers.
88
00:03:49,468 --> 00:03:50,466
Correction.
89
00:03:50,502 --> 00:03:53,670
A stronger and faster version of
Arnim Zola's artificial soldiers.
90
00:03:53,971 --> 00:03:55,234
Slow your roll, gummy.
91
00:03:59,010 --> 00:04:01,542
Aw, somebody's acting
tired and cranky.
92
00:04:01,862 --> 00:04:04,086
You know what you need?
You need a nap.
93
00:04:08,153 --> 00:04:09,765
Whew, hate those things.
94
00:04:10,239 --> 00:04:11,637
So who's Arnim Zola?
95
00:04:11,662 --> 00:04:13,443
An old school
evil Hydra scientist
96
00:04:13,467 --> 00:04:16,442
who downloaded his mind into a
computer, like, 70 years ago.
97
00:04:16,745 --> 00:04:19,584
Iron Spider mistakenly set him
loose, and we shut him down.
98
00:04:20,065 --> 00:04:21,362
Or so we thought.
99
00:04:22,451 --> 00:04:24,286
The good news,
I'm not nuts.
100
00:04:24,387 --> 00:04:26,504
Bad news...
Everything else.
101
00:04:26,505 --> 00:04:28,156
Gotta find someone
who'll believe me.
102
00:04:28,182 --> 00:04:29,781
Starting with the man at the top.
103
00:04:33,072 --> 00:04:34,951
Aren't you supposed
to be in class?
104
00:04:35,081 --> 00:04:36,000
Something came up.
105
00:04:36,024 --> 00:04:38,487
Like a goo-filled tube that
I had to kick my way out of
106
00:04:38,685 --> 00:04:40,886
and a Synthezoid that came out
of nowhere and attacked me.
107
00:04:40,920 --> 00:04:42,473
What's left of it
is in the dorm.
108
00:04:43,271 --> 00:04:44,932
Come on,
you gotta believe me.
109
00:04:44,992 --> 00:04:45,957
A tubey thing.
110
00:04:45,992 --> 00:04:47,531
Arnim Zola's goopy guy.
111
00:04:48,814 --> 00:04:49,937
Nobody believes me.
112
00:04:50,048 --> 00:04:53,540
Doesn't take a genius to see you've
been pushing yourself too hard.
113
00:04:53,802 --> 00:04:55,442
You're obviously exhausted.
114
00:04:55,468 --> 00:04:57,446
Well, I am a little tired.
115
00:04:57,552 --> 00:05:00,250
Miss enough sleep
and you could hallucinate.
116
00:05:00,725 --> 00:05:03,334
Waking dreams that can affect
your whole psyche.
117
00:05:03,360 --> 00:05:05,101
You think I'm going crazy.
118
00:05:05,514 --> 00:05:08,785
Wait. Is this some kind of
psychological S.H.I.E.L.D. test?
119
00:05:08,904 --> 00:05:10,994
You want to see how I deal
when I think I'm losing it?
120
00:05:12,115 --> 00:05:13,512
Let me show you something.
121
00:05:14,952 --> 00:05:18,082
Uh, I don't remember seeing
this room on the campus tour.
122
00:05:18,108 --> 00:05:19,814
That's because
it doesn't exist.
123
00:05:19,995 --> 00:05:23,923
Right now, you're dreaming
inside a S.H.I.E.L.D. psy-ops test.
124
00:05:24,042 --> 00:05:26,605
I knew it.
I hate tests.
125
00:05:26,682 --> 00:05:27,918
We're monitoring you.
126
00:05:27,942 --> 00:05:29,511
And to pass this test,
127
00:05:29,588 --> 00:05:31,713
you gotta get back in
the assimilation tube,
128
00:05:31,738 --> 00:05:35,137
so our techs can bring you
out of your induced coma safely.
129
00:05:35,252 --> 00:05:36,913
So you're saying I'm asleep?
130
00:05:37,047 --> 00:05:38,480
And this is all a dream?
131
00:05:38,615 --> 00:05:40,824
I could order you into the tube,
132
00:05:40,951 --> 00:05:42,805
but that would defeat
the point of the test.
133
00:05:42,985 --> 00:05:46,235
So I'm asking you,
as your boss, your mentor,
134
00:05:46,314 --> 00:05:48,591
and yes, as your friend.
135
00:05:49,367 --> 00:05:50,769
Hard to argue with that.
136
00:05:52,829 --> 00:05:54,966
Wait...
As my friend?
137
00:05:55,343 --> 00:05:56,894
Nick Fury would
never say that.
138
00:05:59,045 --> 00:06:02,052
And how did I not notice your
eye patch is on the wrong eye?
139
00:06:07,144 --> 00:06:09,266
Sorry about this... Nick.
140
00:06:13,584 --> 00:06:14,550
No way.
141
00:06:14,586 --> 00:06:16,625
Nick Fury, a Synthezoid?
142
00:06:16,855 --> 00:06:18,963
But when? And how?
143
00:06:19,151 --> 00:06:22,728
How? Oh, Spider-Man,
mein young friend.
144
00:06:23,035 --> 00:06:24,978
You lack imagination.
145
00:06:25,122 --> 00:06:28,675
Arnim Zola, everyone's
least favorite T.V. rerun.
146
00:06:28,701 --> 00:06:32,045
As you can see,
I have returned.
147
00:06:32,069 --> 00:06:36,740
- And you will never leave.
- We'll see about that Zola.
148
00:06:38,747 --> 00:06:40,978
I'm not scared of you, Arnim Zola!
149
00:06:41,090 --> 00:06:44,463
Then you're not as intelligent
as I was led to believe.
150
00:06:44,574 --> 00:06:47,478
You may have
momentarily evaded me,
151
00:06:47,512 --> 00:06:50,951
but it's only a matter of time
before I control you
152
00:06:50,975 --> 00:06:53,709
along with every agent
of S.H.I.E.L.D..
153
00:06:53,733 --> 00:06:54,771
Every agent?
154
00:06:54,874 --> 00:06:59,024
- What have you done with Nick Fury?
- Fury? Safe and sound
155
00:06:59,050 --> 00:07:01,464
in one of my assimilation
tubes,
156
00:07:01,490 --> 00:07:03,175
where you should be.
157
00:07:03,199 --> 00:07:04,913
Where you will be.
158
00:07:05,098 --> 00:07:08,504
If I had a universal remote, I'd so
be hitting the mute button right now.
159
00:07:08,634 --> 00:07:09,995
He's behind me, isn't he?
160
00:07:11,437 --> 00:07:16,009
Many Triskelion agents have been
replaced already by synthezoids.
161
00:07:16,593 --> 00:07:17,759
I'll put an end to that.
162
00:07:17,795 --> 00:07:20,713
By the time the others
discover my plan,
163
00:07:20,747 --> 00:07:22,764
it will be too late.
164
00:07:27,980 --> 00:07:31,110
Everything looks normal,
or as normal as it gets here.
165
00:07:31,581 --> 00:07:33,882
Gotta figure out
who Zola's replaced already.
166
00:07:35,579 --> 00:07:36,841
Gonna need some help.
167
00:07:37,196 --> 00:07:39,639
Hey. Guys.
Arnim Zola is back.
168
00:07:39,713 --> 00:07:42,019
He's kidnapped Nick Fury
and replaced him with...
169
00:07:42,677 --> 00:07:45,632
Uh, with...
Synthezoids?
170
00:07:45,906 --> 00:07:47,540
Don't struggle.
171
00:07:47,564 --> 00:07:50,101
It will only make things worse.
172
00:07:51,086 --> 00:07:55,105
You can
join us serving the master.
173
00:07:55,129 --> 00:07:57,146
You'll be one of us.
174
00:07:57,170 --> 00:08:00,553
One of us. One of us.
175
00:08:00,670 --> 00:08:03,411
Ooh. Tempting offer,
but no thanks.
176
00:08:03,435 --> 00:08:06,237
Syntho-squirrels?
Zola's thought of everything.
177
00:08:08,630 --> 00:08:10,379
But he didn't think of this.
178
00:08:19,144 --> 00:08:21,422
Don't go anywhere,
you doppelgoobers.
179
00:08:25,923 --> 00:08:26,528
Whoa!
180
00:08:29,252 --> 00:08:30,673
What was that for?
181
00:08:30,699 --> 00:08:34,381
Arnim Zola's back, and he's replaced
people with Synthezoid doppelgangers.
182
00:08:34,511 --> 00:08:37,311
So you better say something only
Danny and Amadeus would know.
183
00:08:37,394 --> 00:08:40,562
Trust is like the blowing breeze.
It defies sight.
184
00:08:40,597 --> 00:08:41,986
Okay, okay, fine.
185
00:08:42,036 --> 00:08:45,105
Only the real Danny
could be so... Iron Fisty.
186
00:08:45,129 --> 00:08:47,086
If you're the real
Amadeus Cho,
187
00:08:47,135 --> 00:08:49,471
tell me about Tony stark's
latest invention.
188
00:08:49,644 --> 00:08:52,182
Duhr,
proprietary nano-tech alloy,
189
00:08:52,206 --> 00:08:54,859
which I just know he's utilizing
in his latest armor.
190
00:08:54,884 --> 00:08:59,048
- I think I have the specs in my pocket.
- Uh, you had me at "nano-tech alloy."
191
00:08:59,384 --> 00:09:00,518
Zola's back, huh?
192
00:09:00,719 --> 00:09:03,243
Can't believe Fury never
found out about my part in that.
193
00:09:03,268 --> 00:09:05,976
Probably 'cause he was too busy
yelling at you, right?
194
00:09:06,001 --> 00:09:07,590
I was covering for you.
195
00:09:07,725 --> 00:09:11,062
Told Fury I activated Zola so you
wouldn't get kicked out of school.
196
00:09:11,210 --> 00:09:13,046
What? No way.
197
00:09:13,071 --> 00:09:16,504
It's truth. Your actions caused
the spider to be punished.
198
00:09:16,548 --> 00:09:19,894
I... I didn't know.
I'm sorry.
199
00:09:20,004 --> 00:09:21,918
- Thanks, Spidey.
- Forget about it.
200
00:09:21,950 --> 00:09:25,206
Right now we need the algorithm you
used to track Zola's location.
201
00:09:28,213 --> 00:09:30,292
Calling it up now.
Where are we looking?
202
00:09:30,322 --> 00:09:34,399
Must be a hidden panel,
a button, or an electric eye.
203
00:09:34,653 --> 00:09:36,210
Some sort of secret door.
204
00:09:36,655 --> 00:09:38,104
It's just a matter
of finding...
205
00:09:40,494 --> 00:09:42,336
Big hole in the wall.
Thanks.
206
00:09:43,462 --> 00:09:45,341
And you guys didn't believe me.
207
00:09:47,467 --> 00:09:48,700
I'm lucky I got out.
208
00:09:49,100 --> 00:09:51,379
Man, if Zola got Fury,
he can get anyone.
209
00:09:51,443 --> 00:09:53,283
Amadeus, can you trace him?
210
00:09:55,192 --> 00:09:58,635
His signal is coming from a room
on the far side of the Triskelion.
211
00:10:03,017 --> 00:10:06,121
Guys, those are not our friends,
they're synthezoids.
212
00:10:06,220 --> 00:10:07,270
Don't stop.
213
00:10:13,995 --> 00:10:15,000
Hyah!
214
00:10:18,732 --> 00:10:22,086
Get back. Sorry, Synthos,
it's goo time.
215
00:10:28,243 --> 00:10:29,519
Where are we going, Amadeus?
216
00:10:29,806 --> 00:10:32,201
Zola's signal is in the northwest
corner of the Triske...
217
00:10:33,981 --> 00:10:35,139
Iron Spider!
218
00:10:38,684 --> 00:10:40,178
I owe you one, Spidey.
219
00:10:40,373 --> 00:10:41,298
Go!
220
00:10:41,697 --> 00:10:43,165
Amadeus, no!
221
00:10:43,688 --> 00:10:45,923
He bought us a second chance
to get Zola.
222
00:10:45,961 --> 00:10:47,187
Not gonna waste it.
223
00:10:52,235 --> 00:10:53,455
They're everywhere.
224
00:10:53,480 --> 00:10:56,030
Down this way, then...
Huh? Danny?
225
00:10:56,230 --> 00:10:57,677
Hyah! Hyah!
226
00:10:57,701 --> 00:11:01,270
Keep going.
I trust you!
227
00:11:04,364 --> 00:11:05,835
I won't let you down.
228
00:11:13,227 --> 00:11:13,926
Oh!
229
00:11:14,197 --> 00:11:15,073
Yah!
230
00:11:16,326 --> 00:11:19,879
Whoa! The last thing I need.
More copycats.
231
00:11:20,788 --> 00:11:23,058
Whoa! Hey!
Friendlies here.
232
00:11:23,083 --> 00:11:24,735
Sorry we didn't
believe you before, Spidey,
233
00:11:24,966 --> 00:11:26,288
but we do now.
234
00:11:26,537 --> 00:11:28,808
We came down to the security
center to get help.
235
00:11:29,557 --> 00:11:30,774
There is no help.
236
00:11:30,837 --> 00:11:33,908
We may be the only people left on the
Triskelion who aren't synthezoids.
237
00:11:36,534 --> 00:11:39,423
Knew it was only a matter of time
before this place fell apart.
238
00:11:39,465 --> 00:11:42,264
Whoa.
What if Rhino's one of them?
239
00:11:42,289 --> 00:11:43,797
How do we know
we can trust him?
240
00:11:43,822 --> 00:11:46,690
Huh, yeah?
Well, I don't trust you, Flash.
241
00:11:46,758 --> 00:11:48,312
I've never trusted you.
242
00:11:48,326 --> 00:11:50,264
See?
He is one of them.
243
00:11:50,361 --> 00:11:54,530
Settle down. Until we have reason not
to, we have to trust each other.
244
00:11:54,566 --> 00:11:55,705
Tiger's right.
245
00:11:55,861 --> 00:11:57,743
Safe to assume
you have a plan?
246
00:11:57,768 --> 00:12:00,705
Yeah. Find Zola,
pull his plug.
247
00:12:03,546 --> 00:12:06,110
Yep, this is the place.
Zola's genetic goo,
248
00:12:06,173 --> 00:12:08,894
a genetic compiler,
a 3-D printer.
249
00:12:10,998 --> 00:12:12,429
And we're gonna break it.
250
00:12:12,583 --> 00:12:17,817
Your feeble efforts will have no
effect on my progress or my plan.
251
00:12:17,841 --> 00:12:20,357
I got your feeble
efforts right here.
252
00:12:22,663 --> 00:12:24,619
Hah. It worked.
253
00:12:25,532 --> 00:12:26,530
What?
254
00:12:29,470 --> 00:12:32,047
No, it did not. That is the
opposite of "it worked."
255
00:12:32,072 --> 00:12:32,995
Huh?
256
00:12:47,514 --> 00:12:49,263
They're twisted...
257
00:12:49,288 --> 00:12:51,034
Abominable...
258
00:12:51,303 --> 00:12:53,886
And beautiful.
259
00:12:54,716 --> 00:12:57,173
Beautiful?
Maybe if you're a monster.
260
00:12:59,125 --> 00:13:00,392
I take it back!
261
00:13:02,556 --> 00:13:05,977
Okay. Evil Synthezoid mash-ups
of our best friends.
262
00:13:06,359 --> 00:13:08,337
Work together,
we can take 'em.
263
00:13:09,528 --> 00:13:10,461
Huh?
264
00:13:16,669 --> 00:13:18,013
Get off of me!
265
00:13:21,653 --> 00:13:23,576
You are going down!
266
00:13:32,828 --> 00:13:33,576
Hah!
267
00:13:33,823 --> 00:13:34,587
Hah!
268
00:13:38,144 --> 00:13:39,008
Yah!
269
00:13:45,667 --> 00:13:46,750
Comin' through!
270
00:13:56,113 --> 00:13:58,836
That's a foul.
That means I get a free kick.
271
00:14:04,102 --> 00:14:07,754
Let go you freaky,
man... cat... thing.
272
00:14:26,860 --> 00:14:32,304
The final pocket of resistance.
Soon to end, wunderbar.
273
00:14:32,985 --> 00:14:34,268
Tiger, look out!
274
00:14:36,845 --> 00:14:38,173
- Hyah!
- Whoa!
275
00:14:42,366 --> 00:14:45,388
Whoa! Tiger,
what is wrong with you?
276
00:14:47,264 --> 00:14:48,418
Ee-yah!
277
00:14:52,505 --> 00:14:53,950
She's a Synthezoid!
278
00:14:58,309 --> 00:14:59,624
Tiger, how long have you...
279
00:14:59,957 --> 00:15:01,344
I guess it doesn't matter
right now.
280
00:15:04,796 --> 00:15:07,102
Who can you trust,
Spider-Man?
281
00:15:07,216 --> 00:15:10,125
Not even your best friends.
282
00:15:11,089 --> 00:15:13,840
- We need to regroup.
- Cloak, get us out of here.
283
00:15:19,831 --> 00:15:22,666
Dude, this is near
where we just were.
284
00:15:22,701 --> 00:15:24,554
You couldn't get us
any further than that?
285
00:15:24,580 --> 00:15:26,620
My head's still fuzzy
from getting punched.
286
00:15:26,804 --> 00:15:28,154
Lucky I got us this far.
287
00:15:28,307 --> 00:15:30,111
It looks bad.
But we'll be okay
288
00:15:30,136 --> 00:15:31,962
if we stick together
and watch each other's backs.
289
00:15:31,988 --> 00:15:32,796
Trust me.
290
00:15:32,821 --> 00:15:33,807
You heard Zola.
291
00:15:33,831 --> 00:15:35,498
We can't trust anyone
right now.
292
00:15:35,523 --> 00:15:38,250
Especially certain...
People.
293
00:15:40,019 --> 00:15:40,842
Uh-oh.
294
00:15:40,986 --> 00:15:44,543
Oh, yeah? I got
a trust exercise for ya!
295
00:15:45,338 --> 00:15:48,696
It makes sense. He could be a
Synthezoid, just like White Tiger.
296
00:15:48,721 --> 00:15:51,754
"Breaking" the printer just in
time for it to make those things.
297
00:15:52,547 --> 00:15:54,923
- Take that back.
- You wanna fight?
298
00:15:54,948 --> 00:15:56,813
No! I believe in Rhino.
299
00:15:56,956 --> 00:15:58,370
He fought with us back there.
300
00:15:58,447 --> 00:16:00,380
I'm gonna be honest.
I'm not feeling it.
301
00:16:00,471 --> 00:16:01,874
Well, you'd better
start feeling it.
302
00:16:01,875 --> 00:16:05,155
We're everyone's last hope, and
we're all we have to go on.
303
00:16:05,181 --> 00:16:06,214
Now are you in or out?
304
00:16:06,602 --> 00:16:08,917
I'll follow you anywhere, bro.
305
00:16:19,059 --> 00:16:21,520
We find Zola,
we find our friends.
306
00:16:21,929 --> 00:16:23,806
Oh, right.
They're in the way.
307
00:16:23,831 --> 00:16:24,778
There!
308
00:16:26,902 --> 00:16:28,881
I'm calling a tactical
let's-get-outta-here.
309
00:16:31,039 --> 00:16:31,961
What's the plan?
310
00:16:32,298 --> 00:16:33,820
The training room, go!
311
00:16:43,952 --> 00:16:44,648
Spread out.
312
00:16:44,673 --> 00:16:46,894
Rhino will spread them out!
313
00:17:00,821 --> 00:17:02,908
Hold on, Rhino.
I got ya.
314
00:17:06,108 --> 00:17:08,601
I'll hold 'em. You two
get to the control booth.
315
00:17:08,711 --> 00:17:09,675
And then what?
316
00:17:09,701 --> 00:17:12,692
Turn it on. We're used to the
practice, and it kicks our butts.
317
00:17:12,865 --> 00:17:14,295
Imagine what it'll do to them.
318
00:17:17,054 --> 00:17:19,551
Which one do we...?
Oh, heck with it.
319
00:17:32,619 --> 00:17:33,377
Whoa!
320
00:17:38,682 --> 00:17:39,388
Look out!
321
00:17:51,093 --> 00:17:53,434
Dagger, hold on!
I'll get you out of there.
322
00:17:55,773 --> 00:17:56,963
Cloak!
323
00:18:09,342 --> 00:18:11,275
Dagger!
We have to save her.
324
00:18:11,299 --> 00:18:13,119
Cloak, we will save Dagger,
325
00:18:13,144 --> 00:18:16,090
but first, I need you to get all the
synthezoids into the middle of the room.
326
00:18:34,468 --> 00:18:37,026
Rhino, Venom,
bring down that wall.
327
00:18:46,530 --> 00:18:48,192
Let's make some pancakes.
328
00:18:52,741 --> 00:18:53,731
Cloak!
329
00:18:58,727 --> 00:19:00,034
I got ya, bud.
330
00:19:01,762 --> 00:19:03,596
Cloak,
your psychic link with Dagger,
331
00:19:03,632 --> 00:19:04,673
can you find her?
332
00:19:04,965 --> 00:19:07,211
I'm too weak
to teleport us there.
333
00:19:08,028 --> 00:19:09,642
But I know where
they took Dagger...
334
00:19:09,750 --> 00:19:10,949
Where they took all of them.
335
00:19:11,258 --> 00:19:12,474
The Tri-Carrier.
336
00:19:16,772 --> 00:19:17,556
No.
337
00:19:17,843 --> 00:19:19,040
We're too late.
338
00:19:20,491 --> 00:19:25,555
Indeed, Spider-Man.
Tell me, how does it feel?
339
00:19:25,681 --> 00:19:28,500
How does it feel to fail
your teammates,
340
00:19:28,525 --> 00:19:30,551
your teachers, your friends?
341
00:19:30,710 --> 00:19:34,994
I may not have you four,
but I have the others.
342
00:19:35,038 --> 00:19:36,536
Give them back, Zola.
343
00:19:36,707 --> 00:19:41,163
I will soon become the most
powerful being on the planet.
344
00:19:41,189 --> 00:19:44,240
S.H.I.E.L.D. was the only force
that could stop me.
345
00:19:44,265 --> 00:19:49,035
Now S.H.I.E.L.D. is merely
another one of my pawns.
346
00:19:49,059 --> 00:19:52,588
We'll stop you, Zola, if it's
the last thing we ever do.
347
00:19:52,712 --> 00:19:56,887
Hah. You have already done the
last thing you will ever do.
348
00:20:20,731 --> 00:20:21,673
No.
349
00:20:24,356 --> 00:20:27,165
The Triskelion's gone, and the
bad guy holds all the cards.
350
00:20:27,519 --> 00:20:29,775
But what I said before
about trusting each other?
351
00:20:30,021 --> 00:20:31,926
Our friends put
their trust in us.
352
00:20:32,316 --> 00:20:34,135
And I trust each
and every one of you.
353
00:20:34,226 --> 00:20:35,473
What do we do now?
354
00:20:36,838 --> 00:20:39,009
Now we take
the fight back to Zola.
355
00:20:42,009 --> 00:20:46,009
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