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1
00:00:01,334 --> 00:00:04,069
MAY: Breakfast is on,Peter. Hurry up!
2
00:00:05,138 --> 00:00:06,472
I don't want to explain
3
00:00:06,474 --> 00:00:08,941
to Nick Fury
why Spider-Man is tardy!
4
00:00:08,943 --> 00:00:10,042
What the what?
5
00:00:10,044 --> 00:00:12,111
Aunt May knows
my secret identity?
6
00:00:12,113 --> 00:00:13,512
Of course she does.
7
00:00:13,514 --> 00:00:14,980
Apparently, she's known
for a long time.
8
00:00:14,982 --> 00:00:16,148
And that's a good thing.
9
00:00:16,150 --> 00:00:19,651
Just like... Oh, I don't know,
everything in my life?
10
00:00:19,653 --> 00:00:21,186
The Goblin? Defeated.
11
00:00:21,188 --> 00:00:23,455
Contest of Champions?Nailed it.
12
00:00:23,457 --> 00:00:26,125
S.H.I.E.L.D. Academy?Own it like a boss.
13
00:00:26,127 --> 00:00:28,861
Best part? No more
secrets from Aunt May.
14
00:00:28,863 --> 00:00:31,630
She's cool with me
being Spider-Man.
15
00:00:31,632 --> 00:00:33,198
I'm cool with you
being Spider-Man.
16
00:00:33,800 --> 00:00:35,200
See?
17
00:00:35,202 --> 00:00:37,036
But there's no way I'm gonna
let you leave the house
18
00:00:37,038 --> 00:00:39,738
without a healthy stack
of wheatcakes.
19
00:00:39,740 --> 00:00:42,708
I might be Spidey,
but she's still Aunt May.
20
00:00:42,710 --> 00:00:45,344
Maybe looking out
for other people is
a Parker family trait.
21
00:00:45,346 --> 00:00:47,212
Mmm, wheatcakes!
22
00:00:49,983 --> 00:00:51,517
SPIDER-MAN:
Good morning, New York!
23
00:00:51,519 --> 00:00:54,219
(SINGING) ♪ Spider-Man,he's got things under control
24
00:00:54,221 --> 00:00:56,188
♪ He's got your back,even if you're an
25
00:00:56,190 --> 00:00:57,656
♪ Elf or a troll ♪
26
00:00:57,658 --> 00:00:59,358
Okay, so I'm not
a songwriter.
27
00:00:59,360 --> 00:01:01,760
That doesn't make me
any less awesomesauce!
28
00:01:03,063 --> 00:01:05,164
Hey! Let me help you
with that.
29
00:01:05,166 --> 00:01:07,566
(OLD MAN GROANS)
SPIDER-MAN: You're welcome!
30
00:01:07,568 --> 00:01:10,102
I think... Ow!
Your cat likes me
(CAT MEOWING)
31
00:01:10,104 --> 00:01:12,104
(PEOPLE APPLAUDING)
32
00:01:12,106 --> 00:01:14,540
WOMAN: Stop! Thief!
33
00:01:14,542 --> 00:01:16,308
SPIDER-MAN: Thief, stopped.
34
00:01:17,243 --> 00:01:19,278
I love you, Spidey!
35
00:01:19,280 --> 00:01:22,114
What'd I tell ya?
Everything's comin' up Spidey.
36
00:01:22,116 --> 00:01:25,017
Even Norman and HarryOsborn are getting alongbetter than ever.
37
00:01:25,019 --> 00:01:26,718
Who'd have thought that?
38
00:01:26,720 --> 00:01:28,253
What a great...
(EXPLOSION)
39
00:01:28,888 --> 00:01:30,956
Uh-oh.
40
00:01:30,958 --> 00:01:32,858
Doc Ock's one of
the only rogues in my gallery
41
00:01:32,860 --> 00:01:34,259
I haven't put behind bars.
42
00:01:44,137 --> 00:01:48,273
The Spider! Always crawling
where you do not belong!
43
00:01:48,275 --> 00:01:51,977
Huh? Iron Spider
and Agent Venom?
44
00:01:51,979 --> 00:01:54,046
You're not Spider-Man.
45
00:01:54,048 --> 00:01:57,149
Brilliant deduction.
No wonder you're a doctor!
46
00:01:57,151 --> 00:01:59,318
I've got your medicine
right here!
47
00:02:04,891 --> 00:02:06,825
(CHUCKLING)
48
00:02:06,827 --> 00:02:09,261
I accept no
spider substitu...
49
00:02:09,263 --> 00:02:10,762
(GRUNTS)
50
00:02:10,764 --> 00:02:13,332
Then you're in luck, Ock.
The original, first printing,
51
00:02:13,334 --> 00:02:15,534
near-mint condition
Ultimate Spider-Man.
52
00:02:17,270 --> 00:02:18,837
(DR. OCTOPUS ROARS)
53
00:02:18,839 --> 00:02:20,472
SPIDER-MAN: I'm less valuable
if I'm damaged!
54
00:02:22,142 --> 00:02:24,276
(GRUNTS) Airball!
55
00:02:24,278 --> 00:02:26,178
When was the last time
you had your eyes checked?
56
00:02:26,180 --> 00:02:28,280
I do not miss.
57
00:02:28,282 --> 00:02:30,415
I wasn't aiming for you.
58
00:02:31,284 --> 00:02:33,218
(SCREAMING)
59
00:02:33,653 --> 00:02:35,854
Oh, no!
Argh!
60
00:02:35,856 --> 00:02:37,356
(GRUNTS)
61
00:02:43,863 --> 00:02:46,231
Iron Spider! No!
62
00:03:00,947 --> 00:03:02,247
(LAUGHING EVILLY)
63
00:03:04,384 --> 00:03:06,518
(GRUNTS) I'm not gonna
let you, of all people,
64
00:03:06,520 --> 00:03:08,253
ruin my perfect day, Ock.
65
00:03:09,956 --> 00:03:11,390
(SNARLS)
66
00:03:11,392 --> 00:03:13,058
And my taser webs agree.
67
00:03:13,060 --> 00:03:14,359
(GROANING)
68
00:03:14,361 --> 00:03:16,895
Shocking turn of events.
Yep, I said it.
69
00:03:21,367 --> 00:03:23,235
Venom, get
Iron Spider clear!
70
00:03:23,237 --> 00:03:25,270
VENOM: You got it, Spidey!
71
00:03:29,576 --> 00:03:31,210
Now, let's wrap this up!
72
00:03:33,813 --> 00:03:36,381
(GROANING)
73
00:03:36,383 --> 00:03:38,217
(GIGGLES)
Get it, "wrap"?
74
00:03:38,219 --> 00:03:40,852
Venom? Did you remember
a present for this guy?
75
00:03:40,854 --> 00:03:43,222
What? Why would
I give Ock a...
76
00:03:43,224 --> 00:03:44,890
Oh, I get it!
77
00:03:44,892 --> 00:03:47,392
Maybe he wants
some gift missiles!
78
00:03:51,331 --> 00:03:52,831
I don't think
he liked 'em.
79
00:03:52,833 --> 00:03:54,299
He's so hard
to shop for.
80
00:03:56,502 --> 00:03:59,738
No matter how many lackeys
you have, Spider-Man,
81
00:03:59,740 --> 00:04:02,274
you'll never defeat
Otto Octavius!
82
00:04:02,276 --> 00:04:06,511
Hey, Iron Spider,
Ock just called you a lackey!
How do you feel about that?
83
00:04:06,513 --> 00:04:09,348
IRON SPIDER: Lemme show him!
Uh-oh...
84
00:04:09,350 --> 00:04:10,449
(YELLS)
85
00:04:11,517 --> 00:04:12,584
What'd I tell ya?
86
00:04:12,586 --> 00:04:14,419
The other spiders
have my back.
87
00:04:14,421 --> 00:04:15,587
Another reason
I can now handle
88
00:04:15,589 --> 00:04:17,256
anything life throws at me.
89
00:04:27,200 --> 00:04:28,900
FURY: Nice work,
Spider-Man.
90
00:04:28,902 --> 00:04:31,703
Dr. Octopus has been
evading us for months.
91
00:04:31,705 --> 00:04:35,307
No problem!
You know how sometimes
people have great days?
92
00:04:35,309 --> 00:04:37,709
Well, I'm only
having great days.
93
00:04:37,711 --> 00:04:40,245
Flash, I need
to study your brain.
94
00:04:40,247 --> 00:04:44,082
Whoa! No one's ever said
those words to me before.
95
00:04:44,084 --> 00:04:48,220
Ock caught me off guard,
but you and Spider-Man
can anticipate danger.
96
00:04:48,222 --> 00:04:51,089
You have no idea how
helpful Spider-Sense is.
97
00:04:51,091 --> 00:04:53,292
It warns me before
a bad guy attacks.
98
00:04:53,294 --> 00:04:56,328
Even before I bite into
a pizza that's too hot!
99
00:04:56,330 --> 00:04:59,598
Okay. So I'm not gonna study
all of your brain.
100
00:04:59,600 --> 00:05:02,334
Just the part that works
with Spider-Sense.
101
00:05:02,336 --> 00:05:04,102
Excellent training
of those two,
102
00:05:04,104 --> 00:05:05,937
as well as heading
your other teams.
103
00:05:05,939 --> 00:05:07,739
Every member of
S.H.I.E.L.D. Academy
104
00:05:07,741 --> 00:05:09,474
has improved because
of your leadership.
105
00:05:09,476 --> 00:05:11,576
Really? Even Nova?
106
00:05:11,578 --> 00:05:13,345
FURY: Especially Nova.
107
00:05:13,347 --> 00:05:15,347
You've come
a long way, Spider-Man.
108
00:05:15,349 --> 00:05:18,950
That's why I'm promoting
you to S.H.I.E.L.D.
student instructor.
109
00:05:18,952 --> 00:05:20,185
Congratulations.
110
00:05:23,656 --> 00:05:25,590
(GIGGLING)
111
00:05:27,694 --> 00:05:29,294
(CHUCKLES)
112
00:05:29,296 --> 00:05:32,998
Spider-Man, now, don't
let this go to your head.
113
00:05:33,000 --> 00:05:34,066
I would never.
114
00:05:36,469 --> 00:05:38,370
You're gonna be here
a long time, Doc.
115
00:05:38,372 --> 00:05:41,039
I'd get used to your
new accommodations,
if I were you.
116
00:05:41,041 --> 00:05:43,809
Oh, I will.
With a few changes,
117
00:05:43,811 --> 00:05:46,211
I could feel
very much at home here.
118
00:06:00,827 --> 00:06:03,628
(GROWLING)
119
00:06:04,364 --> 00:06:06,298
What's he doing?
120
00:06:06,300 --> 00:06:09,000
(GROWLING)
121
00:06:09,002 --> 00:06:10,369
Stand down, prisoner!
122
00:06:10,371 --> 00:06:13,538
I assure you that Swarm
definitely has no control
123
00:06:13,540 --> 00:06:15,040
over what's happening.
124
00:06:15,042 --> 00:06:16,475
(EXPLOSION)
125
00:06:16,477 --> 00:06:18,577
(AGENTS SCREAMING)
126
00:06:21,247 --> 00:06:23,982
(ALARM BLARING)
127
00:06:23,984 --> 00:06:25,417
Situation report. Now!
128
00:06:25,419 --> 00:06:27,753
Did Iron Man hit
the windshield again?
129
00:06:27,755 --> 00:06:29,955
(ALARM CONTINUES)
130
00:06:33,326 --> 00:06:34,426
Look out!
131
00:06:39,999 --> 00:06:41,066
Hmm.
132
00:06:41,934 --> 00:06:43,502
Radar's coming
back negative.
133
00:06:43,504 --> 00:06:45,504
We can't see
who's attacking!
134
00:06:45,506 --> 00:06:48,073
You can't see what's out there
because it's in here.
135
00:06:48,075 --> 00:06:51,777
Swarm nanobots.
I'll give you eight guesses
who's behind this.
136
00:06:51,779 --> 00:06:54,279
Doc Ock was
a Trojan Horse.
137
00:06:54,281 --> 00:06:56,114
Trojan Octopus,
technically.
138
00:06:56,116 --> 00:06:57,449
What?
139
00:06:57,451 --> 00:06:59,017
But who's being technical?
140
00:06:59,019 --> 00:07:00,685
We need to get
to the cellblock.
141
00:07:06,592 --> 00:07:09,428
These nanobots aren't
making it easy to get
to the prison section.
142
00:07:10,696 --> 00:07:13,064
DR. OCTOPUS: No need
to chase me, Spider-Man.
143
00:07:13,066 --> 00:07:14,699
I'll make it easy on you.
144
00:07:16,769 --> 00:07:19,871
The thing about having
the most brilliant mind
on Earth...
145
00:07:19,873 --> 00:07:23,809
"Most brilliant"?
And you chose that haircut?
146
00:07:23,811 --> 00:07:28,613
...is that I can
predict exactly what your
pathetic web brain will do!
147
00:07:28,615 --> 00:07:30,882
You brought me
inside S.H.I.E.L.D.
148
00:07:30,884 --> 00:07:33,652
What happens next
is your fault.
149
00:07:33,654 --> 00:07:35,921
How many times
have I taken you down
on my own, Ock?
150
00:07:35,923 --> 00:07:37,389
Now, with
S.H.I.E.L.D.'s help?
151
00:07:37,391 --> 00:07:39,157
Man, I'd hate
to be you right now.
152
00:07:39,159 --> 00:07:41,460
You're not the only one
with help.
153
00:07:41,462 --> 00:07:43,161
(EXPLOSION)
(GRUNTING)
154
00:07:50,470 --> 00:07:52,571
DR. OCTOPUS: Remember
my Spider-Soldiers?
155
00:07:52,573 --> 00:07:54,506
Well, I've created
a new army.
156
00:07:54,508 --> 00:07:57,609
I think you'll like
their design.
157
00:07:57,611 --> 00:08:00,178
You thought I'd like
Goblin soldiers?
158
00:08:00,180 --> 00:08:02,380
Oh, I get it. Sarcasm!
159
00:08:03,516 --> 00:08:05,350
I hate sarcasm!
160
00:08:08,621 --> 00:08:11,189
(GRUNTING)
161
00:08:11,191 --> 00:08:13,291
Where are you going,
Spider-Man?
162
00:08:13,293 --> 00:08:16,428
My Goblin army wants you
to come out and play!
163
00:08:16,430 --> 00:08:18,797
Goblin soldiers!
This is worse than my dream
164
00:08:18,799 --> 00:08:21,233
where Fury shows up
to S.H.I.E.L.D. Academy
in his underwear.
165
00:08:22,702 --> 00:08:24,769
Hey, I'm no happier
about it than you are.
166
00:08:28,774 --> 00:08:31,176
FURY: Nick Fury
to Triskelion, come in!
167
00:08:31,777 --> 00:08:33,545
Dr. Connors,
do you read?
168
00:08:34,714 --> 00:08:36,314
He's jamming the comms.
169
00:08:36,316 --> 00:08:37,682
SPIDER-MAN: At least
we've got good cover.
170
00:08:38,551 --> 00:08:39,584
Ah!
Whoa!
171
00:08:41,821 --> 00:08:44,623
Uh, you know what? Maybe
I should just stop talking.
172
00:08:44,625 --> 00:08:46,024
Agreed.
173
00:08:46,026 --> 00:08:49,060
What are these nanobots
doing to my Tri-Carrier?
174
00:08:53,799 --> 00:08:56,568
(ELECTRICAL BUZZING)
175
00:08:57,236 --> 00:08:58,537
They're eating it!
176
00:09:03,543 --> 00:09:06,344
Why would Ock dissolve
the Tri-Carrier
while he's still on it?
177
00:09:06,346 --> 00:09:08,680
He's crazy,
but not that crazy.
(GUNSHOTS)
178
00:09:08,682 --> 00:09:09,614
Ah!
179
00:09:15,087 --> 00:09:17,822
Hey! I was just telling
everyone how crazy
you aren't.
180
00:09:19,592 --> 00:09:21,526
Okay! I take it back!
181
00:09:21,528 --> 00:09:23,061
You're the craziest
person I know!
182
00:09:24,730 --> 00:09:26,331
(YELLS)
183
00:09:29,869 --> 00:09:33,939
(LAUGHING EVILLY)
184
00:09:33,941 --> 00:09:36,074
Fighting Goblins
is hard enough
without having the room
185
00:09:36,076 --> 00:09:37,842
constantly changing
around me.
186
00:09:37,844 --> 00:09:39,744
Wait.
187
00:09:39,746 --> 00:09:41,580
I can use that
to my advantage.
188
00:09:42,748 --> 00:09:43,782
(GROANS)
189
00:09:43,784 --> 00:09:45,917
Hey, guys! We can tell
when we're not wanted.
190
00:09:45,919 --> 00:09:46,618
See ya!
191
00:09:50,790 --> 00:09:53,792
Thanks, Spider-Man.
No need to thank me
for saving you.
192
00:09:53,794 --> 00:09:57,462
It's what I've been
trained to do.
I was saying...
193
00:09:57,464 --> 00:10:00,799
Thanks, Spider-Man,
for trapping us in a room
with no way out.
194
00:10:00,801 --> 00:10:03,802
Oh! Again
with the sarcasm.
195
00:10:03,804 --> 00:10:06,137
But hey!
At least we're safe!
(RUMBLING)
196
00:10:07,640 --> 00:10:09,674
Walls closing in?
Really?
197
00:10:11,911 --> 00:10:14,145
Too bad your mouth
doesn't have a Spider-Sense
198
00:10:14,147 --> 00:10:15,614
for being wrong!
199
00:10:15,616 --> 00:10:17,415
(GRUNTING)
200
00:10:17,417 --> 00:10:20,819
Not interested in becoming
the Ultimate Spider-Jam!
201
00:10:21,387 --> 00:10:23,622
(GROANING)
202
00:10:23,624 --> 00:10:25,890
(MOANING)
203
00:10:25,892 --> 00:10:27,692
(DEFLATING)
204
00:10:31,230 --> 00:10:34,032
IRON SPIDER:
You were right, Cho!
They are in here!
205
00:10:38,337 --> 00:10:42,440
Did you get any data about
the tactical deployment
of the Goblin troops?
206
00:10:42,442 --> 00:10:44,109
VENOM: "Tactical de..." What?
207
00:10:44,111 --> 00:10:46,177
We were in my lab
when we heard
the explosion.
208
00:10:46,179 --> 00:10:47,679
And the walls
started to warp.
209
00:10:47,681 --> 00:10:49,014
We came straight
to find you.
210
00:10:52,284 --> 00:10:54,319
(GUNSHOT)
Not this time, pal.
211
00:10:54,687 --> 00:10:56,655
Hey! It worked!
212
00:10:58,691 --> 00:11:00,959
(ROARING)
213
00:11:00,961 --> 00:11:02,761
(SCREAMING)
214
00:11:03,963 --> 00:11:05,563
(IRON SPIDER SCREAMS)
215
00:11:06,032 --> 00:11:07,532
Whoa. Cho!
216
00:11:07,534 --> 00:11:09,801
You sensed that?
Digital Spider-Sense.
217
00:11:09,803 --> 00:11:12,103
Just designed it.
I'm so genius.
218
00:11:12,105 --> 00:11:14,305
My brain was
totally useful.
219
00:11:14,307 --> 00:11:18,677
Celebrate later. Iron Spider,
my comms are jammed.
220
00:11:18,679 --> 00:11:21,346
Can you get a message
to the Triskelion?
221
00:11:21,348 --> 00:11:24,382
I'm not getting through.
SPIDER-MAN:
Your systems are jammed too?
222
00:11:24,384 --> 00:11:26,451
Not our systems.
Theirs.
223
00:11:28,220 --> 00:11:30,321
The Triskelion's
also under attack?
224
00:11:30,323 --> 00:11:32,457
Can you scan
the Swarm nanobots?
225
00:11:32,459 --> 00:11:34,559
I have a feeling they're not
just destroying this place.
226
00:11:38,130 --> 00:11:42,133
What? You're right!
They're rebuilding
the Tri-Carrier.
227
00:11:42,135 --> 00:11:44,502
Into what?
(ENGINE ROARING)
228
00:11:44,504 --> 00:11:47,505
DR. OCTOPUS:
Into your worst nightmare.
229
00:11:47,507 --> 00:11:49,641
(CACKLING)
230
00:11:52,411 --> 00:11:53,845
How are you pulling
this off, Ock?
231
00:11:53,847 --> 00:11:55,814
It's 10 steps up
from your usual plan
232
00:11:55,816 --> 00:11:57,716
of trying to trap, hurt,
and generally insult me.
233
00:11:57,718 --> 00:12:00,652
I learned by watching you,
Spider-Man.
234
00:12:00,654 --> 00:12:04,355
You are not the only one
capable of building a team.
235
00:12:04,357 --> 00:12:06,925
You're saying I inspired
this plan of yours?
236
00:12:14,567 --> 00:12:19,003
The greatest enemies
of S.H.I.E.L.D. have
finally joined forces...
237
00:12:19,005 --> 00:12:22,774
Doctor Otto Octavius
and HYDRA.
238
00:12:28,881 --> 00:12:30,014
Zola.
239
00:12:30,016 --> 00:12:31,950
Nicholas Fury.
240
00:12:31,952 --> 00:12:34,886
Your S.H.I.E.L.D.
Tri-Carrier is no more.
241
00:12:34,888 --> 00:12:39,124
We transformed it
into the new home of HYDRA.
242
00:12:39,126 --> 00:12:40,525
Hail HYDRA!
243
00:12:40,527 --> 00:12:41,926
DR. OCTOPUS: Hail HYDRA!
(LAUGHING)
244
00:12:41,928 --> 00:12:44,896
SOLDIERS: Hail HYDRA.
245
00:12:44,898 --> 00:12:47,132
Arnim Zola and Ock
are besties?
246
00:12:47,134 --> 00:12:50,101
Did no one get the memo
this was supposed to be
a perfect day?
247
00:12:52,204 --> 00:12:55,406
ZOLA: Today heralds
our rebirth!
248
00:12:55,408 --> 00:12:57,275
S.H.I.E.L.D.'s
high-tech zeppelin
249
00:12:57,277 --> 00:12:59,978
has become something greater!
250
00:13:00,880 --> 00:13:02,981
You did what
251
00:13:02,983 --> 00:13:04,949
to my Tri-Carrier?
252
00:13:04,951 --> 00:13:06,651
(SCREAMING)
253
00:13:09,288 --> 00:13:10,789
(GRUNTING)
254
00:13:17,997 --> 00:13:20,165
Seriously, guys?
Don't you know never to mess
255
00:13:20,167 --> 00:13:22,667
with a superspy's favorite
hovering boondoggle?
256
00:13:23,169 --> 00:13:25,904
(GRUNTING)
257
00:13:25,906 --> 00:13:27,505
(ELECTRICITY CRACKLING)
258
00:13:27,507 --> 00:13:30,341
I'll teach you about playing
with other people's toys.
259
00:13:30,343 --> 00:13:33,344
Get them, you fools!
260
00:13:33,346 --> 00:13:35,580
(GRUNTING)
261
00:13:36,749 --> 00:13:38,283
Cho, the last time
we fought Swarm,
262
00:13:38,285 --> 00:13:40,685
you said you were developing
an anti-Swarm
transmitter device.
263
00:13:40,687 --> 00:13:44,689
Tried, but couldn't get
the anti-nanobots to adjust
to the changes in the Swarm.
264
00:13:53,999 --> 00:13:56,301
You think you could use
the digital Spider-Sense
you created
265
00:13:56,303 --> 00:13:58,303
to teach the anti-Swarm
how to react?
266
00:13:58,305 --> 00:14:00,205
Yes! You're a genius!
267
00:14:00,207 --> 00:14:03,708
Well, I'm a genius,
but you're a genius
about my genius.
268
00:14:03,710 --> 00:14:06,377
Okay. You guys are using
a whole lot of words.
269
00:14:06,379 --> 00:14:09,314
Just tell me, can we stop
the Tri-Carrier from changing?
270
00:14:09,316 --> 00:14:11,749
Yes, and maybe
even reverse it!
271
00:14:16,322 --> 00:14:20,325
The only problem,
my lab's probably melted into
a HYDRA armory or something.
272
00:14:20,327 --> 00:14:22,460
We have to get you down
to the Triskelion.
273
00:14:22,462 --> 00:14:24,529
It's still covered
with Goblin Gliders.
274
00:14:24,531 --> 00:14:27,365
I don't know if I can make it
in there, let alone back out.
275
00:14:27,367 --> 00:14:29,334
I can get you
past their defense.
276
00:14:29,336 --> 00:14:31,069
I'll be your blocker, dude.
277
00:14:31,071 --> 00:14:33,738
I made all-state
three years in a row!
278
00:14:33,740 --> 00:14:35,240
(YELLING)
279
00:14:37,509 --> 00:14:39,510
What does that even mean?
(SCREAMING)
280
00:14:39,512 --> 00:14:41,045
Is that sports talk?
281
00:14:41,047 --> 00:14:42,580
(BOTH GRUNTING)
282
00:14:42,582 --> 00:14:45,083
Heads up, Goblins!
283
00:14:45,085 --> 00:14:46,384
(GRUNTING)
284
00:14:47,920 --> 00:14:50,421
Midtown High Varsity rules!
285
00:14:50,423 --> 00:14:53,091
(GRUNTING)
286
00:14:53,093 --> 00:14:57,562
I seem to have touched
a nerve, Nicholas.
287
00:14:57,564 --> 00:14:59,764
I've got a plan.
Follow my lead.
288
00:14:59,766 --> 00:15:01,499
Lead fast.
(GRUNTING)
289
00:15:03,535 --> 00:15:06,371
Time to admit defeat,
Spider-Man.
290
00:15:06,373 --> 00:15:08,473
Is it?
My watch must be off.
291
00:15:09,842 --> 00:15:10,975
(GROWLS)
292
00:15:17,750 --> 00:15:19,083
(YELLS)
293
00:15:21,854 --> 00:15:22,987
(SNARLING)
294
00:15:24,189 --> 00:15:25,590
Fury, now!
295
00:15:26,358 --> 00:15:27,792
(BOTH GRUNTING)
296
00:15:28,394 --> 00:15:31,996
No!
297
00:15:32,431 --> 00:15:34,332
That's enough!
298
00:15:38,037 --> 00:15:39,971
If you two
can't play nicely...
299
00:15:50,449 --> 00:15:53,651
That web fluid will hold them,
but not for long.
300
00:15:53,653 --> 00:15:57,722
How are you, big guy?
Fine. Barely felt that.
301
00:15:57,724 --> 00:15:59,123
Yeah. Sounds like it.
302
00:15:59,125 --> 00:16:02,093
Except I think
your broken ribs
may have broken ribs.
303
00:16:02,095 --> 00:16:02,994
(SCREECHING)
304
00:16:04,496 --> 00:16:06,831
If Cho's transmitter device
is going to work,
305
00:16:06,833 --> 00:16:08,733
then we've got to get topside.
306
00:16:08,735 --> 00:16:10,101
Sorry about this.
307
00:16:10,103 --> 00:16:11,336
(GRUNTS)
(BONES CRACK)
308
00:16:11,338 --> 00:16:12,704
Ah!
309
00:16:13,672 --> 00:16:16,975
No. Leave me, Spider-Man.
310
00:16:16,977 --> 00:16:20,144
Are you kidding?
Who's going to berate me
while I save the day?
311
00:16:24,817 --> 00:16:25,984
(FURY GROANING)
312
00:16:27,319 --> 00:16:30,154
Strap in. It's gonna be
a bumpy ride.
313
00:16:30,156 --> 00:16:32,190
Sorry. Sorry.
314
00:16:32,192 --> 00:16:33,758
Sorry. Sorry.
315
00:16:33,760 --> 00:16:35,693
(GROANING CONTINUES)
Sorry. Sorry.
316
00:16:35,695 --> 00:16:39,063
Sorry. Sorry.
Warned you.
317
00:16:47,473 --> 00:16:48,906
Huh?
318
00:17:04,490 --> 00:17:06,858
Whoa. Whatever architect
designed this
319
00:17:06,860 --> 00:17:08,726
needs some serious therapy.
320
00:17:08,728 --> 00:17:12,063
My Tri-Carrier,
look what they've
done to her.
321
00:17:12,065 --> 00:17:14,232
(GROANS)
"Her?"
322
00:17:14,234 --> 00:17:16,234
You have a more serious
relationship than I thought.
323
00:17:16,969 --> 00:17:18,102
Whoa!
324
00:17:19,805 --> 00:17:24,075
There is nowhere to hide
on my HYDRA island.
325
00:17:24,077 --> 00:17:28,679
Not to brag,
but I designed it myself.
326
00:17:28,681 --> 00:17:30,214
What'd I say?
327
00:17:32,251 --> 00:17:34,886
FURY: Ahhh!
(GRUNTING)
328
00:17:40,359 --> 00:17:42,693
Okay, we might
be totally cornered,
329
00:17:42,695 --> 00:17:44,262
but at least
the view's nice.
330
00:17:45,431 --> 00:17:46,898
(YELLS)
331
00:17:48,267 --> 00:17:49,834
Ahh!
(GRUNTS)
332
00:17:54,606 --> 00:17:58,910
You are at the edge
of defeat, Spider-Man.
333
00:17:58,912 --> 00:18:02,447
The Goblin army
is finishing off your friends.
334
00:18:02,449 --> 00:18:05,049
No one can help you.
335
00:18:05,051 --> 00:18:06,818
Oh, yeah?
What do you call that?
336
00:18:09,188 --> 00:18:12,423
One missile against
my entire island?
337
00:18:12,425 --> 00:18:15,226
Ha-ha! You are a fool.
338
00:18:15,228 --> 00:18:17,662
It's not a missile.
It's much more annoying.
339
00:18:18,597 --> 00:18:20,298
Nova to the rescue!
340
00:18:20,300 --> 00:18:21,933
(GRUNTS)
341
00:18:21,935 --> 00:18:23,301
(NOVA YELLS)
342
00:18:26,205 --> 00:18:27,171
NOVA: What?
343
00:18:34,613 --> 00:18:38,116
'Sup, web-head?
Heard you're in trouble,
like always.
344
00:18:38,118 --> 00:18:40,785
Iron Spider said to give you
this blah-blah-nerdinator.
345
00:18:42,654 --> 00:18:44,388
It's the
anti-Swarm transmitter.
346
00:18:44,390 --> 00:18:46,324
Yeah, just like I said.
Set it off.
347
00:18:46,326 --> 00:18:48,259
I gotta get it
to the highest point.
348
00:18:48,261 --> 00:18:50,328
No problemo.
Let's do this.
349
00:18:51,230 --> 00:18:52,897
(GROANING)
350
00:18:52,899 --> 00:18:55,900
No. Fury's injured.
He needs medical help now.
351
00:18:55,902 --> 00:18:58,569
What about you?
You know me.
I've got this.
352
00:18:58,571 --> 00:19:01,239
Right. You always do.
353
00:19:01,241 --> 00:19:02,940
Was that sincerity
or sarcasm?
354
00:19:02,942 --> 00:19:05,743
What do you think?
(GROANS)
355
00:19:07,346 --> 00:19:09,480
That wasn't an answer!
356
00:19:09,482 --> 00:19:11,249
SPIDER-MAN: So today's
had some speed bumps,
357
00:19:11,251 --> 00:19:14,252
but I can still turn it back
into the best day ever.
358
00:19:14,254 --> 00:19:17,021
Like I said before,
I've got this covered!
359
00:19:24,329 --> 00:19:26,197
(TRANSMITTER BEEPING)
360
00:19:28,867 --> 00:19:30,635
Yes! Total victory.
361
00:19:30,637 --> 00:19:32,870
Who's back on top?
This guy.
362
00:19:35,174 --> 00:19:36,374
Ock?
363
00:19:36,376 --> 00:19:38,342
Noble effort, Spider-Man,
364
00:19:38,344 --> 00:19:42,346
but your victory
was short-lived,
as you will be.
365
00:19:42,348 --> 00:19:44,949
(GRUNTING)
366
00:19:44,951 --> 00:19:47,385
You are a terrible hugger.
367
00:19:47,953 --> 00:19:50,421
(LAUGHING)
368
00:19:54,393 --> 00:19:55,293
(GRUNTING)
369
00:19:57,796 --> 00:19:59,931
Whoa!
Ugh.
370
00:20:02,301 --> 00:20:04,135
No!
371
00:20:04,137 --> 00:20:06,304
(SCREAMING)
372
00:20:09,641 --> 00:20:11,409
(MUFFLED YELLING)
373
00:20:29,194 --> 00:20:33,231
No. No.
HYDRA can't win.
374
00:20:33,233 --> 00:20:36,267
ZOLA: (ON SCREEN) Attention,citizens of New York,
375
00:20:36,269 --> 00:20:39,570
we have overthrownthe tyrant Nick Fury
376
00:20:39,572 --> 00:20:42,573
and his agentsof S.H.I.E.L.D.
377
00:20:42,575 --> 00:20:48,012
Kneel before your saviorsand hail HYDRA.
378
00:20:48,014 --> 00:20:50,581
Oh, no, Peter.
Please be okay.
379
00:20:50,583 --> 00:20:52,750
It's gone.
380
00:20:52,752 --> 00:20:55,319
My friends, S.H.I.E.L.D.
381
00:20:56,355 --> 00:20:57,755
It's all gone.
382
00:20:59,291 --> 00:21:00,524
Except me.
383
00:21:00,526 --> 00:21:02,793
I'm still
the Ultimate Spider-Man.
384
00:21:02,795 --> 00:21:05,963
I can do this.
(SCOFFS)
Do what?
385
00:21:05,965 --> 00:21:07,198
(SPIDER-MAN GASPS)
386
00:21:08,900 --> 00:21:12,103
You couldn't even
save yourself.
Who are you?
387
00:21:12,105 --> 00:21:14,472
I'm the guy that pulled you
from the bottom of the bay.
388
00:21:14,474 --> 00:21:16,107
You're welcome.
389
00:21:16,109 --> 00:21:18,309
Also, I pried this
off of you.
390
00:21:21,146 --> 00:21:23,547
Webs? You're a spider too?
391
00:21:23,549 --> 00:21:26,784
Not just a spider.
The first spider.
392
00:21:26,786 --> 00:21:27,785
The what?28047
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