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1
00:00:00,349 --> 00:00:04,804
[Music]
2
00:00:04,864 --> 00:00:07,266
It's good to be back
in the old threads.
3
00:00:07,268 --> 00:00:09,602
Well, the old new threads.
4
00:00:09,604 --> 00:00:12,938
I gotta say, that black costume
was pretty cool.
5
00:00:12,940 --> 00:00:17,042
Up until I realized it was actually
alive and taking over my mind.
6
00:00:17,044 --> 00:00:19,044
Guess they should've
put that on the label.
7
00:00:19,046 --> 00:00:22,815
All joking aside, that
thing needs a warning label.
8
00:00:22,817 --> 00:00:25,951
Especially since Max
seems to have ignored my advice
9
00:00:25,953 --> 00:00:29,121
that the V-252 is too dangerous
to exhibit at the Stark Expo.
10
00:00:29,123 --> 00:00:31,757
But if he won't listen to me
as Peter Parker,
11
00:00:31,759 --> 00:00:35,828
then it looks like a job for...
Spider-Man!
12
00:00:39,566 --> 00:00:42,334
[people chattering]
Wow. The Stark Expo.
13
00:00:42,336 --> 00:00:45,304
I still get chills
when I see that sign.
14
00:00:45,306 --> 00:00:47,573
Uncle Ben and I would
come to this every year.
15
00:00:47,575 --> 00:00:50,943
Once, I actually got
30 feet from Tony Stark.
16
00:00:50,945 --> 00:00:54,179
[sighs]
I never washed those feet again.
17
00:00:57,017 --> 00:00:58,817
Now that I'm here
with Horizon High,
18
00:00:58,819 --> 00:01:01,253
I'll have a front row seat
for when Stark unveils his new...
19
00:01:01,255 --> 00:01:04,356
Uh-oh. I know the Stark Expo
is a tough event to get into,
20
00:01:04,358 --> 00:01:06,992
but the roof should not be an option.
21
00:01:06,994 --> 00:01:09,361
Whoa! Where'd he go?
22
00:01:10,664 --> 00:01:13,165
Creepy. But I'm guessing
he's just using
23
00:01:13,167 --> 00:01:15,668
the mirage reflectors they
unveiled at last year's expo.
24
00:01:15,670 --> 00:01:18,170
Hey, Ghost of Expos Past!
25
00:01:18,172 --> 00:01:20,472
If you're trying to get into the expo
ahead of the fans waiting in line,
26
00:01:20,474 --> 00:01:22,808
you're gonna have to go
through me first.
27
00:01:22,810 --> 00:01:27,446
Whoa!
He's taking me literally.
28
00:01:27,448 --> 00:01:30,449
Well, let's see how he feels
about a knuckle sandwich.
29
00:01:30,451 --> 00:01:31,784
[grunts]
30
00:01:31,786 --> 00:01:33,485
Whoa!
31
00:01:33,487 --> 00:01:35,521
That's more than a mirage reflector.
32
00:01:35,523 --> 00:01:38,190
Uh-oh. He must've shorted
my web shooters.
33
00:01:38,192 --> 00:01:41,794
- [Iron Man] Can I help you?
- Huh?
34
00:01:41,796 --> 00:01:43,529
Iron Man!
35
00:01:43,531 --> 00:01:47,332
Holy cow!
Just like on my collectors cups!
36
00:01:47,334 --> 00:01:50,469
Only taller, 'cause, you know...
they're cups.
37
00:01:50,471 --> 00:01:53,531
- You're pretty excited for an intruder.
- Intruder?
38
00:01:53,566 --> 00:01:55,874
No, no. I'm the guy
trying to stop the intru...
39
00:01:55,876 --> 00:01:59,044
Don't you know better than
to break into a tech expo?
40
00:01:59,046 --> 00:02:02,548
Every electronic security apparatus in
the place alerted me to your presence.
41
00:02:02,550 --> 00:02:04,750
What? No, it wasn't me.
It was...
42
00:02:04,752 --> 00:02:07,252
Talk to the hand.
[whirring up]
43
00:02:07,253 --> 00:02:09,321
No. No, no, no, wait!
44
00:02:10,761 --> 00:02:13,737
sync & correction by f1nc0
~ Addic7ed.com ~
45
00:02:20,357 --> 00:02:22,258
This should be quick.
46
00:02:22,260 --> 00:02:26,362
He's trying to encase me... [yells]
in an electric grid cage.
47
00:02:26,364 --> 00:02:29,332
Just like the one on my box
of Avengers Instant Oatmeal!
48
00:02:29,334 --> 00:02:33,602
Now with more iron.
[groans] Ow!
49
00:02:33,604 --> 00:02:36,272
You're faster than I gave you
credit for, Spider-Man.
50
00:02:36,274 --> 00:02:38,374
That's because we have to move quick
if we're gonna catch the real...
51
00:02:38,376 --> 00:02:40,176
[tires screech]
Wait.
52
00:02:40,178 --> 00:02:42,378
You... You know who I am?
53
00:02:42,380 --> 00:02:45,181
I'm aware of you. What I'm not
sure about is your intention,
54
00:02:45,183 --> 00:02:47,983
- which is why you're coming with me.
- Yow!
55
00:02:47,985 --> 00:02:52,355
- He knows who I am!
- This is growing tiresome.
56
00:02:54,157 --> 00:02:56,158
I'm telling you,
I'm not the guy you're after.
57
00:02:56,160 --> 00:02:57,793
There's some sort
of ghost up here. He was...
58
00:02:57,795 --> 00:02:59,729
A ghost? Uh, nice try,
59
00:02:59,731 --> 00:03:02,865
but according to my readouts,
it's just me and you...
60
00:03:02,867 --> 00:03:06,068
a five-foot
ten-inch, 97-pound...
61
00:03:06,070 --> 00:03:08,571
- kid?
- Don't be so surprised.
62
00:03:08,573 --> 00:03:10,039
This place is crawling with kids.
63
00:03:10,041 --> 00:03:12,241
Well, they're not all crawling.
Just me.
64
00:03:12,243 --> 00:03:14,710
And you know what they say.
65
00:03:14,712 --> 00:03:17,313
"He who crawls and leaps away
lives to fight another day."
66
00:03:17,315 --> 00:03:19,081
I hope!
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00:03:20,317 --> 00:03:22,852
Clever, kid.
68
00:03:22,854 --> 00:03:25,821
[chattering]
69
00:03:25,823 --> 00:03:28,057
While there's no doubt
Spider-Man is the best person
70
00:03:28,059 --> 00:03:30,259
to find this ghost character
and warn Max,
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00:03:30,261 --> 00:03:32,995
some days you an accomplish more
just by being...
72
00:03:35,098 --> 00:03:37,333
[excited chattering]
another face in the crowd.
73
00:03:37,335 --> 00:03:40,102
Okay, okay.
One at a time.
74
00:03:40,104 --> 00:03:44,407
[Peter] Wow!
Can't believe we're all finally here.
75
00:03:44,409 --> 00:03:46,969
Seems like everything we've
worked for all semester
76
00:03:46,970 --> 00:03:48,677
has led to this very moment.
77
00:03:48,679 --> 00:03:51,013
Don't think I've ever seen
so many geniuses under one roof.
78
00:03:51,015 --> 00:03:54,917
- [Anya] You're late.
- Would "hello" ever suffice?
79
00:03:54,919 --> 00:03:57,620
- No.
- Have you seen Max?
80
00:03:57,622 --> 00:04:00,790
He's over on the Horizon stage.
But I wouldn't bother him.
81
00:04:00,792 --> 00:04:04,193
The V-252 isn't stabilizing,
so he's bugging out.
82
00:04:04,195 --> 00:04:05,761
I'll keep that in mind.
83
00:04:05,763 --> 00:04:08,397
Maybe it'll help me
convince him not to use it.
84
00:04:08,399 --> 00:04:10,633
- [Flash] Parker!
- Flash?
85
00:04:10,635 --> 00:04:13,869
- What are you doing here?
- Uh, I beg your pardon.
86
00:04:13,871 --> 00:04:16,939
This expo is for the
brightest of the bright,
87
00:04:16,941 --> 00:04:22,211
and I am representing Midtown High
with my baking soda volcano.
88
00:04:22,213 --> 00:04:25,915
Sure, Midtown may have other
entries, but let's be honest.
89
00:04:25,917 --> 00:04:28,617
Nothing wins the day
like good old "papyer-matchy."
90
00:04:28,619 --> 00:04:30,820
[laughs]
That's great, Flash.
91
00:04:30,822 --> 00:04:34,223
I'm in a hurry, but best of luck.
92
00:04:37,794 --> 00:04:40,396
- Step away from the door, sir.
- Huh?
93
00:04:40,398 --> 00:04:43,766
- I-I was just...
- Step away from the door!
94
00:04:43,768 --> 00:04:47,403
- Pete! He's with me.
- What's with the security?
95
00:04:47,405 --> 00:04:50,406
[sighs]
Just my dad being my dad.
96
00:04:50,408 --> 00:04:53,843
- Pretty exciting day, huh?
- [Peter] Yeah. No kidding.
97
00:04:53,845 --> 00:04:55,328
The program says Oz Academy
98
00:04:55,329 --> 00:04:59,148
- is exhibiting a Vulture Force?
- Among other things.
99
00:04:59,150 --> 00:05:02,818
- Harry, that's enough talk.
- But, Dad...
100
00:05:02,820 --> 00:05:07,690
- I said, "That's enough."
- I should get going anyway.
101
00:05:07,692 --> 00:05:11,494
- Good luck today, Osborns.
- You, too, Pete.
102
00:05:11,496 --> 00:05:13,762
Do you have to be so rude, Dad?
103
00:05:13,764 --> 00:05:17,666
- Pete's my best friend.
- And today, he's the competition.
104
00:05:17,668 --> 00:05:20,703
But everyone's about to see
our experiments anyway.
105
00:05:20,705 --> 00:05:25,140
And besides, I don't think I can
keep my glider a secret much longer.
106
00:05:25,142 --> 00:05:28,878
About that, son.
I've made a decision.
107
00:05:28,880 --> 00:05:31,514
I don't want you to enter your
glider into the competition.
108
00:05:31,516 --> 00:05:35,451
What? Why?
It's perfect for the expo.
109
00:05:35,453 --> 00:05:37,453
I'm sorry, son.
110
00:05:37,455 --> 00:05:40,556
But Spider-Man's break-in
at Oz Academy got me thinking.
111
00:05:40,558 --> 00:05:42,157
We need tighter security.
112
00:05:42,159 --> 00:05:44,159
And now that we know
that Spider-Man
113
00:05:44,161 --> 00:05:46,362
has aligned himself
with Horizon High,
114
00:05:46,364 --> 00:05:49,665
it might be time Oz Academy had
someone protecting our interests.
115
00:05:49,667 --> 00:05:54,303
And your glider here could be the
first step towards such a figure.
116
00:05:54,305 --> 00:05:56,805
- But...
- Our conversation is over, Harry.
117
00:05:56,807 --> 00:05:58,741
[groans]
118
00:05:58,743 --> 00:06:02,211
[keyboard clacking]
[Max] Come on. Come on.
119
00:06:02,213 --> 00:06:04,213
Problem, Max?
120
00:06:04,215 --> 00:06:06,582
A-ha! There! There!
I've got it.
121
00:06:06,584 --> 00:06:09,852
Now, if I can just
keep it stabilized long enough
122
00:06:09,854 --> 00:06:12,421
for the Stark representatives
to confirm my research,
123
00:06:12,423 --> 00:06:15,858
I'll be on my way to adding it
to the periodic table.
124
00:06:15,860 --> 00:06:18,027
Didn't you read the research
I gave you, Max?
125
00:06:18,029 --> 00:06:23,232
- Very insightful.
- Then you know that the V-252 is alive.
126
00:06:23,234 --> 00:06:27,670
I actually found that part
debatable, Peter.
127
00:06:27,672 --> 00:06:31,607
- Debatable? I-I...
- Can you show me further proof?
128
00:06:31,609 --> 00:06:34,376
Because I had trouble
confirming your theory.
129
00:06:34,378 --> 00:06:38,047
What I was able to confirm, however,
is what I've always suspected.
130
00:06:38,049 --> 00:06:41,216
This substance,
when given the proper catalyst,
131
00:06:41,218 --> 00:06:43,252
can take the form
of whatever I program.
132
00:06:43,254 --> 00:06:44,353
Look at this.
133
00:06:45,722 --> 00:06:48,724
A hand. A foot.
You name it.
134
00:06:48,726 --> 00:06:51,860
It's not only versatile
but also impenetrable,
135
00:06:51,862 --> 00:06:55,431
and will revolutionize
the prosthetic industry.
136
00:06:55,433 --> 00:06:57,733
I'm telling you, it's alive, Max.
137
00:06:57,735 --> 00:07:01,937
And exposing it to the world,
let alone the expo, is dangerous.
138
00:07:01,939 --> 00:07:04,707
Science is always dangerous, kid.
139
00:07:04,709 --> 00:07:06,742
If it wasn't,
it would be called mini-golf.
140
00:07:06,744 --> 00:07:11,076
- Tony... Stark!
- And if Max Modell here says
141
00:07:11,077 --> 00:07:13,315
something's safe, then I believe him.
142
00:07:13,317 --> 00:07:16,552
- How are you, Max?
- Very well. Thanks, Tony.
143
00:07:16,554 --> 00:07:19,455
Allow me to introduce one of
my more passionate students,
144
00:07:19,457 --> 00:07:20,823
Peter Parker.
145
00:07:20,825 --> 00:07:23,125
It's a pleasure
to meet you, Mr. Stark!
146
00:07:23,127 --> 00:07:25,594
I own every issue of Scientific Magazine
with you on the cover!
147
00:07:25,596 --> 00:07:27,997
No need to yell, son.
I'm right here.
148
00:07:28,965 --> 00:07:30,833
[grunts]
149
00:07:30,835 --> 00:07:33,969
Ooh. Gotta work
on that grip, kid.
150
00:07:33,971 --> 00:07:37,673
You're not helping debunk the myth
that scientists are 98-pound weaklings.
151
00:07:37,675 --> 00:07:40,142
[chuckles]
I'm 97 pounds, actually.
152
00:07:40,144 --> 00:07:43,345
- Hmm...
- [Norman Osborn] Tony.
153
00:07:43,347 --> 00:07:45,781
Here we go.
154
00:07:45,783 --> 00:07:48,651
Norman!
You're looking well.
155
00:07:48,653 --> 00:07:51,420
Me? You should see
my Vulture Force.
156
00:07:51,422 --> 00:07:54,423
I assure you they will be
the highlight of the expo.
157
00:07:54,425 --> 00:07:56,925
[Tony] I'm the highlight of the
expo, Norman. You should know that.
158
00:07:56,927 --> 00:07:59,128
In fact, if you'll excuse me,
159
00:07:59,130 --> 00:08:02,031
I've got 30,000
screaming fans to impress.
160
00:08:02,033 --> 00:08:07,703
[Rock music] Ladies and gentlemen,
welcome to the Stark Expo,
161
00:08:07,705 --> 00:08:09,938
the technological event of the year.
162
00:08:09,940 --> 00:08:14,510
With your host, the technological
man of the millennium,
163
00:08:14,512 --> 00:08:17,285
Tony Stark!
164
00:08:19,549 --> 00:08:22,951
[crowd cheering]
165
00:08:22,953 --> 00:08:26,221
Thanks, everyone.
I'm sure you're all about
166
00:08:26,223 --> 00:08:28,957
to unveil some groundbreaking
technology here today.
167
00:08:28,959 --> 00:08:32,728
Let's be honest. You really came
to see the new suit. Am I right?
168
00:08:32,730 --> 00:08:34,697
[shouting in the affirmative]
169
00:08:34,699 --> 00:08:36,298
Then I give you...
170
00:08:36,300 --> 00:08:39,754
[Music continues]
171
00:08:39,789 --> 00:08:43,632
the Mark 50!
[crowd cheering]
172
00:08:46,576 --> 00:08:49,478
[man's voice, echoing] Tony Stark
is a selfish capitalist.
173
00:08:49,480 --> 00:08:50,879
Who said that?
[static]
174
00:08:50,881 --> 00:08:54,717
- Sir, we have a breach.
- Already on it.
175
00:08:54,719 --> 00:08:57,152
But he's using an echo device.
176
00:08:57,154 --> 00:08:59,088
Can't pinpoint his location
just yet.
177
00:08:59,090 --> 00:09:02,758
Obsessed with being a tech titan,
178
00:09:02,760 --> 00:09:05,060
Stark took control of my ideas,
[crowd gasping]
179
00:09:05,062 --> 00:09:07,196
and left me out in the cold.
180
00:09:07,198 --> 00:09:11,767
So now I've come
to take control of his ideas...
181
00:09:14,604 --> 00:09:18,640
and leave him
in the cold, hard ground.
182
00:09:18,641 --> 00:09:20,878
[whirring up]
183
00:09:20,913 --> 00:09:22,878
I don't think so.
184
00:09:22,880 --> 00:09:25,080
[clamoring]
185
00:09:25,082 --> 00:09:27,449
Somebody call for Spider-Man?
[buzzes]
186
00:09:27,451 --> 00:09:30,085
Uh-oh. Still no tech.
I gotcha!
187
00:09:30,087 --> 00:09:32,379
[grunts]
Hopefully!
188
00:09:33,022 --> 00:09:35,190
Spider strength, don't fail me now!
189
00:09:35,192 --> 00:09:38,427
- A little early for high fives, don't you think?
- Iron Man?
190
00:09:38,429 --> 00:09:40,596
Now do you believe
there's someone else here?
191
00:09:40,598 --> 00:09:43,031
Attempting to save those kids
earned you some cred,
192
00:09:43,033 --> 00:09:45,200
but if you want my trust, you'll
help me take down your partner.
193
00:09:45,202 --> 00:09:48,270
- He's not my partner!
- Then prove it.
194
00:09:48,272 --> 00:09:51,039
Easily... if my tech was working.
195
00:09:51,041 --> 00:09:52,941
[grunts]
Better fix it fast.
196
00:09:54,410 --> 00:09:56,078
[gasping, yelling]
197
00:09:56,080 --> 00:09:59,481
A boost from this static generator
should do the trick.
198
00:10:01,084 --> 00:10:02,985
[grunting]
199
00:10:02,987 --> 00:10:04,720
[yells]
200
00:10:04,722 --> 00:10:07,489
Hope that did it.
Thanks, Calhoun High School.
201
00:10:07,491 --> 00:10:10,325
[grunting]
You're attacking me now?
202
00:10:10,327 --> 00:10:12,127
Great job proving you two
aren't partners.
203
00:10:12,129 --> 00:10:14,997
I'm telling you, I don't
even know who this guy is.
204
00:10:14,999 --> 00:10:17,065
[grunts]
205
00:10:17,067 --> 00:10:19,735
[Iron Man] His name is Ghost.
He's got a grudge against me.
206
00:10:19,737 --> 00:10:22,671
Which isn't good because he can
manipulate all forms of tech.
207
00:10:22,673 --> 00:10:24,940
Can even shut it down
by passing through it.
208
00:10:24,942 --> 00:10:27,943
Too bad we can't overpower his
circuits the way he did mine.
209
00:10:27,945 --> 00:10:29,512
That's not a bad idea.
210
00:10:29,513 --> 00:10:32,648
The Mark 50 has the ability to
control other suits remotely.
211
00:10:32,650 --> 00:10:36,418
But if I can reverse the signal
with an incoming charge...
212
00:10:36,420 --> 00:10:39,188
[crying out]
[thud]
213
00:10:39,190 --> 00:10:40,157
[grunts]
214
00:10:40,205 --> 00:10:41,970
Good call, Spider-Man.
215
00:10:42,356 --> 00:10:44,990
- Maybe I was wrong about you.
- [Ghost] You fools!
216
00:10:44,992 --> 00:10:47,993
All I needed from that suit were
the interconnectivity disks.
217
00:10:47,995 --> 00:10:50,262
[Iron Man] Or maybe I spoke too soon.
218
00:10:50,264 --> 00:10:52,898
Since you don't
seem to mind one man
219
00:10:52,900 --> 00:10:56,435
controlling all the tech
in the world, Mr. Stark,
220
00:10:56,437 --> 00:10:59,004
let's see how you feel
about one man controlling
221
00:10:59,006 --> 00:11:03,509
all the tech at your expo.
[crowd murmuring]
222
00:11:03,511 --> 00:11:06,879
[nervous chattering]
223
00:11:06,881 --> 00:11:09,181
Everyone, stay calm!
224
00:11:09,183 --> 00:11:12,851
Oz Academy Vulture Force, attack!
225
00:11:12,853 --> 00:11:16,355
[Iron Man] Norman, no! He's extended his
reach with my interconnectivity disks!
226
00:11:16,357 --> 00:11:19,358
[man] Suit's not
responding to my commands.
227
00:11:19,360 --> 00:11:21,060
[all] Whoa!
228
00:11:21,062 --> 00:11:23,996
[Iron Man] He's gained control
of everything tech based!
229
00:11:25,565 --> 00:11:27,733
Take down what you can!
[men grunt]
230
00:11:27,735 --> 00:11:29,802
Aah!
[grunts]
231
00:11:29,804 --> 00:11:33,806
- No! No, no, no!
- Otto, get those arms off!
232
00:11:33,808 --> 00:11:37,143
I can't! [grunting]
They're... stuck!
233
00:11:37,178 --> 00:11:37,943
[grunts]
234
00:11:37,945 --> 00:11:40,913
We've got to retrieve
those disks.
235
00:11:40,915 --> 00:11:44,583
No problem. Just gotta
keep my eyes on the prize.
236
00:11:44,585 --> 00:11:46,552
Aahh!
[grunts]
237
00:11:46,554 --> 00:11:49,388
He's controlling the
optic lenses in my mask!
238
00:11:49,390 --> 00:11:51,624
[grunts]
Spider-Man, what are you doing?
239
00:11:51,626 --> 00:11:53,158
Sorry.
Lenses going haywire.
240
00:11:53,160 --> 00:11:54,960
He engaged my
night vision goggles!
241
00:11:54,962 --> 00:11:58,063
Tech is your enemy now, Iron Man.
242
00:11:58,065 --> 00:11:59,898
[grunting]
Why not take that armor off?
243
00:11:59,900 --> 00:12:04,637
- I'd love a shot at your arc reactor.
- Not a chance!
244
00:12:04,639 --> 00:12:09,308
Then experience what it feels like
to have no control!
245
00:12:09,310 --> 00:12:11,677
[ascending whirring]
My solar flares are charging.
246
00:12:11,679 --> 00:12:13,512
[Spider-Man] They're what?
Aahh!
247
00:12:13,514 --> 00:12:15,848
I can't see!
248
00:12:15,850 --> 00:12:17,950
Spider-Man, grab him
before he can... [yelling]
249
00:12:17,952 --> 00:12:21,920
- Lenses enhanced the glare.
- I've got him, Spidey!
250
00:12:21,922 --> 00:12:24,923
Watch out!
He has control of my arms! [yelling]
251
00:12:24,925 --> 00:12:26,925
[thud]
[grunts]
252
00:12:26,927 --> 00:12:29,094
Oh. Thank you, Spider-Man.
253
00:12:29,096 --> 00:12:31,130
- Harry?
- Get to safety, Max!
254
00:12:31,132 --> 00:12:33,132
But where's Spider-Man?
255
00:12:33,134 --> 00:12:35,934
Still can't see. Iron Man,
I've hacked into your frequency.
256
00:12:35,936 --> 00:12:37,936
We need to work together
if we're going to stop Ghost.
257
00:12:37,938 --> 00:12:39,938
Agreed. I'll be your eyes.
258
00:12:39,940 --> 00:12:43,108
He's at your 9:00.
Hit him now!
259
00:12:43,110 --> 00:12:44,610
[yells]
260
00:12:44,612 --> 00:12:47,680
- You'll regret that!
- Whoa!
261
00:12:47,682 --> 00:12:49,381
That was just
the break we needed.
262
00:12:49,383 --> 00:12:53,952
Plus my eyesight's coming back.
Get me closer to those kids!
263
00:12:53,954 --> 00:12:55,320
Grab my hand.
[both cry out]
264
00:12:55,322 --> 00:12:57,656
I'm sorry.
That wasn't what...
265
00:12:57,658 --> 00:13:00,659
He's in control of my armor again!
[yells]
266
00:13:00,661 --> 00:13:02,261
[grunts]
267
00:13:04,664 --> 00:13:06,231
[grunts]
268
00:13:06,233 --> 00:13:09,468
It won't stop attacking!
Look out! [grunts]
269
00:13:09,470 --> 00:13:11,737
[grunts]
Got it!
270
00:13:11,739 --> 00:13:14,206
That ghost can't control it
if it doesn't have power.
271
00:13:14,208 --> 00:13:17,810
Good move. Have to rely on things
he can't manipulate, [whooshing]
272
00:13:17,812 --> 00:13:22,047
like my Spider-Sense!
Iron Man?
273
00:13:22,049 --> 00:13:23,616
Sorry, kid. I'm not in control.
274
00:13:23,617 --> 00:13:27,577
Only have one way to stop this...
eject! [grunts]
275
00:13:27,655 --> 00:13:33,258
Finally. Now, let's get to the
heart of the matter. [crying out]
276
00:13:33,260 --> 00:13:35,861
- My arc reactor!
- [Spider-Man] Iron Man!
277
00:13:35,863 --> 00:13:39,765
Have to break Ghost's control
of Iron Man before he kills him!
278
00:13:39,767 --> 00:13:42,034
But everything in this place is tech.
279
00:13:42,036 --> 00:13:44,069
Almost everything.
280
00:13:44,071 --> 00:13:48,107
After it took over my mind, I swore
I'd never put this thing on again.
281
00:13:48,109 --> 00:13:49,675
[whirring]
282
00:13:49,677 --> 00:13:52,010
[grunts]
Spider-Man...
283
00:13:52,012 --> 00:13:54,847
But Tony's life is at stake.
[grunts]
284
00:13:54,849 --> 00:13:57,916
[grunting]
285
00:13:59,619 --> 00:14:02,287
No! It is alive!
286
00:14:02,289 --> 00:14:04,624
[muffled scream]
287
00:14:05,091 --> 00:14:07,426
[panting]
288
00:14:09,696 --> 00:14:13,198
Time to finish you
once and for all, Spider-Man.
289
00:14:13,200 --> 00:14:15,100
[grunts] Spider-Man...
290
00:14:16,603 --> 00:14:21,070
[grunts] If this isn't an ad for going organic,
I don't know what is.
291
00:14:21,814 --> 00:14:24,877
[grunting]
292
00:14:27,714 --> 00:14:30,149
[grunts]
[yelling]
293
00:14:30,151 --> 00:14:32,317
[inhales deeply, gasps]
294
00:14:32,319 --> 00:14:34,153
How's it...
295
00:14:34,155 --> 00:14:39,124
- I have control over everything!
- Everything tech based.
296
00:14:39,126 --> 00:14:40,659
[yells]
[grunts]
297
00:14:40,661 --> 00:14:45,297
[breathes heavily] And that's
all I need to destroy you.
298
00:14:45,299 --> 00:14:47,466
My Sonic Scream's
been activated!
299
00:14:47,468 --> 00:14:50,002
[Sonic Scream blaring]
300
00:14:50,004 --> 00:14:55,240
[crying out] Stop it!
Symbiote coming apart!
301
00:14:55,242 --> 00:14:59,778
[Ghost] So, something does affect you.
302
00:14:59,780 --> 00:15:01,613
[screams, roars]
303
00:15:01,615 --> 00:15:03,315
[all gasp]
304
00:15:03,317 --> 00:15:07,671
So much for your Symbiote.
305
00:15:10,123 --> 00:15:11,690
What?
306
00:15:16,663 --> 00:15:18,831
- How?
- How?
307
00:15:18,833 --> 00:15:23,001
Let's just say that when you push
people too far, they get enraged.
308
00:15:23,003 --> 00:15:27,472
And rage is a powerful...
[grunts] motivator.
309
00:15:27,474 --> 00:15:30,342
Give up these disks, now!
310
00:15:31,444 --> 00:15:33,178
[cries out]
311
00:15:33,180 --> 00:15:34,780
[crash]
[gasps]
312
00:15:34,782 --> 00:15:37,616
And one more thing...
apologize!
313
00:15:37,618 --> 00:15:39,451
[screaming]
314
00:15:39,453 --> 00:15:43,622
Spider-Man, stop!
Let security take it from here.
315
00:15:43,624 --> 00:15:47,459
- Aww! You ruined my big finish, T.S.
- Aah!
316
00:15:47,461 --> 00:15:51,163
Spider-Man, you need to take
that suit off right now.
317
00:15:51,165 --> 00:15:55,234
- It's alive.
- Alive? I thought you wanted it to become
318
00:15:55,235 --> 00:15:58,670
- an element on the periodic table.
- I did.
319
00:15:58,672 --> 00:16:03,375
I was caught up in the glory of it all,
but now I know it's not safe.
320
00:16:03,377 --> 00:16:06,211
Maybe you're just not
the right person to control it.
321
00:16:06,213 --> 00:16:08,881
Maybe it takes someone awesome.
322
00:16:08,883 --> 00:16:12,517
[Tony] Spider-Man, when
Ghost was an employee of mine,
323
00:16:12,519 --> 00:16:14,553
he did have incredible ideas,
324
00:16:14,555 --> 00:16:18,557
but I took them from him
because he lost sight of their impact.
325
00:16:18,559 --> 00:16:20,993
He wasn't acting responsibly.
326
00:16:20,995 --> 00:16:25,063
And I have to wonder if you're
heading into similar territory.
327
00:16:25,065 --> 00:16:27,065
Changing your suit is one thing,
328
00:16:27,067 --> 00:16:29,768
but changing your moral compass
is another.
329
00:16:29,770 --> 00:16:32,604
You're right.
I've gotta get this thing off.
330
00:16:32,606 --> 00:16:35,274
But I can't do it alone,
331
00:16:35,276 --> 00:16:39,177
and with the Sonic Scream devices
destroyed, I don't know how.
332
00:16:39,179 --> 00:16:42,614
Let me take a crack at it, Spidey.
I can pull it off.
333
00:16:42,616 --> 00:16:45,784
I appreciate the gesture, but
it'll take more than just you.
334
00:16:45,786 --> 00:16:49,855
[Iron Man]
Why don't we do it... together?
335
00:16:49,857 --> 00:16:52,057
If I've learned anything
on the Avengers,
336
00:16:52,059 --> 00:16:55,327
it's that we're at our strongest
as a team.
337
00:16:56,863 --> 00:17:00,666
- Who's ready... to Assemble?
- Yeah, let's do this!
338
00:17:02,969 --> 00:17:04,970
Ready? Pull!
[grunting]
339
00:17:04,972 --> 00:17:07,539
[all yelling]
340
00:17:12,145 --> 00:17:13,712
[grunts]
Huh?
341
00:17:13,714 --> 00:17:15,247
[roars]
[Flash gasps]
342
00:17:15,249 --> 00:17:18,150
That thing just gave me
the evil eye.
343
00:17:18,152 --> 00:17:21,153
[all yelling]
344
00:17:21,155 --> 00:17:23,755
[Flash] It's loose!
Huh?
345
00:17:23,757 --> 00:17:26,124
[Iron Man] Get clear!
346
00:17:27,961 --> 00:17:30,228
- Everyone get back!
- [Otto Octavius] I got it!
347
00:17:31,831 --> 00:17:35,200
Ahh.
Good to be in control again.
348
00:17:36,636 --> 00:17:38,670
Nice teamwork, everyone.
349
00:17:38,672 --> 00:17:42,174
Hey, anything to help out Spider... Man?
[web shooter deploying]
350
00:17:43,609 --> 00:17:46,144
What... He's just leaving?
351
00:17:46,146 --> 00:17:50,215
- [security officer] Sir, should we pursue him?
- No. Let him go.
352
00:17:52,118 --> 00:17:55,248
- Nice assist, Otto.
- Thank you, Max.
353
00:17:55,283 --> 00:17:59,124
And I'm sorry
about attacking you before.
354
00:17:59,126 --> 00:18:02,361
Once I've connected the arms
to the cerebral cortex
355
00:18:02,363 --> 00:18:06,598
and not a battery source, it won't
ever be vulnerable to hacking again.
356
00:18:06,600 --> 00:18:10,369
Otto, I don't think you should
continue working on those arms
357
00:18:10,371 --> 00:18:13,772
until I have a better understanding
of their advanced capability.
358
00:18:13,774 --> 00:18:17,275
- What? Why? I know enough to complete...
- I'm sorry, Otto.
359
00:18:17,277 --> 00:18:20,178
Either you continue your research
at a pace I'm comfortable with,
360
00:18:20,180 --> 00:18:25,684
- or I'm pulling your funding.
- Your school, your rules.
361
00:18:25,686 --> 00:18:27,853
Have it your way.
362
00:18:27,855 --> 00:18:29,521
[Max] Peter, where have you been?
363
00:18:29,523 --> 00:18:32,691
I, uh, got trapped underneath
some of that debris.
364
00:18:32,693 --> 00:18:38,630
Well, I'm glad you're okay.
Look, I wanted to apologize for earlier.
365
00:18:38,632 --> 00:18:42,034
You were right
and I was wrong.
366
00:18:42,036 --> 00:18:44,669
And to make it up to you,
I'm lifting your punishment
367
00:18:44,671 --> 00:18:46,805
for taking the V-252
in the first place.
368
00:18:46,807 --> 00:18:49,041
Your work here at the expo
369
00:18:49,043 --> 00:18:52,411
- will be reflected in your overall grade.
- [sighs] Thank you, Max.
370
00:18:52,413 --> 00:18:56,982
Hey, speaking of grades, who is
the winner of the expo anyway?
371
00:18:56,984 --> 00:18:59,885
Good question.
Mr. Stark, who gets the prize?
372
00:18:59,887 --> 00:19:02,921
Well, considering it is
the only thing still standing,
373
00:19:02,923 --> 00:19:04,890
I guess the winner is...
374
00:19:04,892 --> 00:19:07,926
Flash Thompson's papier-m�ch� volcano.
375
00:19:07,928 --> 00:19:09,828
Yeah!
376
00:19:09,830 --> 00:19:13,792
In your face, eggheads!
Oh, yeah! [Iron Man clears throat]
377
00:19:15,201 --> 00:19:20,038
I mean, um,
I humbly accept this great honor.
378
00:19:20,040 --> 00:19:21,840
Oh, yeah.
[chuckles]
379
00:19:24,911 --> 00:19:27,179
- Well done.
- Great job, Flash.
380
00:19:27,181 --> 00:19:28,905
Way to go, Flash.
[chuckles]
381
00:19:29,021 --> 00:19:31,750
- What a waste.
- Dad...
382
00:19:31,752 --> 00:19:35,120
I'm sorry I overreacted
383
00:19:35,122 --> 00:19:37,289
when you said
I couldn't enter my glider.
384
00:19:37,291 --> 00:19:40,759
If I had, it would have been
destroyed along with everything else.
385
00:19:40,761 --> 00:19:42,961
Maybe it is meant for greater things.
386
00:19:42,963 --> 00:19:46,031
Then we didn't lose
here today after all, Harry.
387
00:19:46,033 --> 00:19:48,533
We gained something
even more valuable...
388
00:19:49,502 --> 00:19:51,970
clarity.
389
00:19:51,972 --> 00:19:55,040
Max, I'm taking this substance
back to Avengers Compound.
390
00:19:55,042 --> 00:19:58,577
Something this powerful needs
to be under secure lock and key.
391
00:19:58,579 --> 00:20:00,879
Huh. No argument here.
392
00:20:00,881 --> 00:20:02,981
Mr. Parker, it was
a pleasure to meet you.
393
00:20:02,983 --> 00:20:04,983
Max says you have
a lot of potential,
394
00:20:04,985 --> 00:20:09,154
- and as always, I believe him.
- [chuckles] Thanks.
395
00:20:09,156 --> 00:20:11,456
I wish I was
a gooey black substance.
396
00:20:11,458 --> 00:20:13,825
I could go back to
Avengers Compound with you.
397
00:20:13,827 --> 00:20:16,995
Yeah.
I-I'm gonna leave now.
398
00:20:16,997 --> 00:20:20,832
Oh!
I meant to get his autograph!
399
00:20:20,834 --> 00:20:24,669
Really? You don't think one
awkward moment is enough?
400
00:20:26,906 --> 00:20:30,308
That is quite an impressive
contraption you have there.
401
00:20:30,310 --> 00:20:34,646
Huh. Yeah.
A lot of good it'll do me.
402
00:20:34,648 --> 00:20:36,382
Well, I happen to know where you
403
00:20:36,383 --> 00:20:39,918
might find some additional funding,
if needed.
404
00:20:40,890 --> 00:20:43,458
Mr. Stark!
[grunts]
405
00:20:43,460 --> 00:20:47,896
I meant to ask. Could you
autograph my expo program?
406
00:20:47,898 --> 00:20:51,767
Sure, kid.
Too bad Spider-Man ran off so fast.
407
00:20:51,769 --> 00:20:54,903
You could've gotten the autograph
of two heroes instead of one.
408
00:20:54,905 --> 00:20:58,407
You really think Spider-Man's a hero?
409
00:20:58,409 --> 00:21:02,644
I think he's on his way.
He just needs some... guidance.
410
00:21:02,646 --> 00:21:05,147
You know how it is.
You've got Max as your mentor.
411
00:21:05,149 --> 00:21:08,451
I'd like to think
Spider-Man knows he can call
412
00:21:08,452 --> 00:21:11,753
- on Iron Man in the same way.
- I'm sure he does.
413
00:21:11,755 --> 00:21:14,890
Well, keep up those studies.
414
00:21:14,892 --> 00:21:17,659
And, uh, lift a barbell
or something, will ya?
415
00:21:17,661 --> 00:21:20,062
I can't be the only
science stud around here.
416
00:21:20,064 --> 00:21:22,631
[laughs]
Will do.
417
00:21:25,601 --> 00:21:27,230
"To Paul"?
418
00:21:27,265 --> 00:21:30,610
Aah!
[yelling] It's Peter!
419
00:21:32,231 --> 00:21:36,280
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420
00:21:36,330 --> 00:21:40,880
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