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1
00:00:00,087 --> 00:00:00,887
[bell rings]
2
00:00:01,501 --> 00:00:04,186
Like all us students,
Midtown High's crack team
3
00:00:04,187 --> 00:00:07,139
of educators and staff
race to get out on Fridays.
4
00:00:07,173 --> 00:00:09,357
All the mega-homework Dr. Dooms,
5
00:00:09,392 --> 00:00:11,109
the ever-grumpy Hulks,
6
00:00:11,144 --> 00:00:12,511
the too-eager-to-bolt Batrocs,
7
00:00:12,545 --> 00:00:16,198
all except Stan.
He's our janitor.
8
00:00:16,232 --> 00:00:20,235
He always works late.
But tonight he is not alone.
9
00:00:20,961 --> 00:00:24,044
Ultimate Spider-Man
02x19 (15) - Stan By Me
10
00:00:25,743 --> 00:00:28,611
- Want help lighting that, M.J.?
- Pete, as your lab partners,
11
00:00:28,646 --> 00:00:31,381
we should be cruising on
your genius science skills,
12
00:00:31,415 --> 00:00:33,616
not covering because
you miss every chem lab.
13
00:00:33,651 --> 00:00:36,419
And sacrificing our Friday
night to make them all up.
14
00:00:37,108 --> 00:00:39,843
Uh, it builds character?
15
00:00:40,591 --> 00:00:43,393
So let me just get this lit and...
16
00:00:45,729 --> 00:00:48,767
- Great job.
- The power went out.
17
00:00:48,802 --> 00:00:51,455
I wouldn't worry.
This is probably nothing.
18
00:00:51,481 --> 00:00:53,135
[thud]
19
00:00:58,609 --> 00:01:01,310
Are your pulses pounding?
20
00:01:01,345 --> 00:01:03,680
Can you feel its eyes upon you?
21
00:01:03,714 --> 00:01:07,383
The dweller in the dark is watching.
22
00:01:07,418 --> 00:01:08,751
[shuddering]
23
00:01:08,786 --> 00:01:11,320
Relax, Harry. It's just Stan.
24
00:01:11,354 --> 00:01:13,950
Don't relax.
A stealthy strangeness
25
00:01:13,965 --> 00:01:17,760
stalks these hallowed halls.
I've seen its shadow.
26
00:01:18,474 --> 00:01:21,409
I've heard it in the walls at night.
27
00:01:21,799 --> 00:01:23,666
Hmm.
28
00:01:23,700 --> 00:01:27,417
Nick Fury had tons of security
devices installed here,
29
00:01:27,423 --> 00:01:28,594
But I can't let Stan find out
30
00:01:28,605 --> 00:01:31,222
Midtown High is actually
SHIELD Town High.
31
00:01:32,342 --> 00:01:34,410
I need a well-timed distraction.
32
00:01:34,445 --> 00:01:36,579
Hey, guys. Let's call it a night.
33
00:01:36,613 --> 00:01:38,781
As if on cue, my distraction.
34
00:01:38,816 --> 00:01:41,551
None other than acting
Principal Coulson,
35
00:01:41,585 --> 00:01:42,785
Agent of SHIELD.
36
00:01:42,820 --> 00:01:45,064
Though M.J. and Harry don't know that.
37
00:01:45,556 --> 00:01:46,756
No idea why the power's out,
38
00:01:46,790 --> 00:01:48,544
but it may not be
back on tonight, so...
39
00:01:48,575 --> 00:01:50,343
[growling, slashing]
Whoa! What was that?
40
00:01:50,377 --> 00:01:53,463
- Hey!
- Were those scratches there before?
41
00:01:53,497 --> 00:01:56,766
[clattering]
42
00:01:57,176 --> 00:01:59,669
Is this the kind of
stuff you've been seeing?
43
00:01:59,978 --> 00:02:02,257
Yes.
But never let it be said
44
00:02:02,281 --> 00:02:05,929
that I use 15 words where
one will do just fine.
45
00:02:06,362 --> 00:02:09,178
I think Principal Coulson was
about to tell us to go home, right?
46
00:02:09,187 --> 00:02:10,321
[clattering]
47
00:02:10,613 --> 00:02:12,748
[all] Principal Coulson!
48
00:02:15,186 --> 00:02:17,521
Principal Coulson! Are you okay?
49
00:02:25,463 --> 00:02:27,397
Hmm.
50
00:02:34,346 --> 00:02:37,057
Great gosh a-molly.
A loafer.
51
00:02:37,078 --> 00:02:38,622
Is that Coulson's?
52
00:02:39,246 --> 00:02:40,605
One shoe?
53
00:02:40,858 --> 00:02:43,996
Nobody leaves one
shoe unless... unless...
54
00:02:45,297 --> 00:02:49,967
Unless something is...
I have to say it. Afoot.
55
00:02:50,001 --> 00:02:52,903
Okay, I didn't have to say it.
56
00:02:53,604 --> 00:02:56,604
sync & correction by f1nc0
~ addic7ed.com ~
57
00:03:08,369 --> 00:03:10,303
A monster at Midtown High?
58
00:03:10,338 --> 00:03:13,140
This calls for heroes,
not kids and a janitor.
59
00:03:13,174 --> 00:03:14,455
But how suspicious will it look
60
00:03:14,478 --> 00:03:16,343
if I run off and Spidey shows up?
61
00:03:16,378 --> 00:03:19,246
Need a plan.
Ooh, got it.
62
00:03:19,281 --> 00:03:23,083
M.J., Harry, you two go for help.
I'll stay here.
63
00:03:23,118 --> 00:03:25,386
- Stan, go find some...
- I'm not leaving.
64
00:03:25,388 --> 00:03:26,817
I've been looking for a great story
65
00:03:26,832 --> 00:03:28,766
to launch the Midtown
High journalism blog.
66
00:03:28,794 --> 00:03:30,958
This could be
top-of-page stuff.
67
00:03:32,198 --> 00:03:33,732
The ceiling!
68
00:03:36,363 --> 00:03:40,333
And I'm... not leaving
you guys here alone.
69
00:03:40,367 --> 00:03:42,934
So how do I get into my
costume, get my tech on,
70
00:03:42,959 --> 00:03:45,242
and get my team if these
guys won't leave me alone?
71
00:03:45,803 --> 00:03:49,583
- Why don't you go for help, Pete?
- Stan, you read my mind.
72
00:03:49,607 --> 00:03:50,912
You sure you'll be safe here?
73
00:03:50,945 --> 00:03:55,115
Safe, kid? Hey, have you
seen me wield this mop?
74
00:03:55,399 --> 00:03:57,520
Ah!
75
00:03:58,177 --> 00:04:00,789
Whoa.
[clattering, cat screeches]
76
00:04:01,389 --> 00:04:02,923
[laughs]
77
00:04:02,957 --> 00:04:05,993
Okay. Seen it.
I'll send help fast.
78
00:04:15,904 --> 00:04:17,971
Thank you,
brand-new-clothes cocoon web.
79
00:04:18,006 --> 00:04:21,223
Whoever invented you,
moi, must be pretty sharp.
80
00:04:24,312 --> 00:04:26,013
It's time to call the team for backup.
81
00:04:26,047 --> 00:04:27,981
[Coulson]
Help! Team! Help!
82
00:04:28,016 --> 00:04:30,117
Coulson!
83
00:04:36,124 --> 00:04:38,091
If this were any
normal detention hall,
84
00:04:38,126 --> 00:04:40,069
I'd say wrecked desks were no big deal.
85
00:04:40,078 --> 00:04:41,890
But SHIELD modified
this time-out room
86
00:04:41,900 --> 00:04:43,548
to whoosh us heroes
to the tri-carrier
87
00:04:43,564 --> 00:04:45,251
at a moment's notice.
88
00:04:50,331 --> 00:04:51,962
[grunts]
89
00:04:53,777 --> 00:04:56,385
Hey, this doesn't look
like something broke in.
90
00:04:56,426 --> 00:04:58,360
This looks like
something broke out.
91
00:04:58,394 --> 00:05:01,163
What kind of monster
could do this?
92
00:05:01,181 --> 00:05:03,001
Many odd denizens of the dark
93
00:05:03,017 --> 00:05:06,079
can be found creeping about
in your school after hours.
94
00:05:06,103 --> 00:05:09,321
Behold, the devilish Dragon Man.
95
00:05:09,355 --> 00:05:11,440
The mysterious Man Wolf.
96
00:05:14,277 --> 00:05:16,311
The lurid Lunch Lady.
97
00:05:18,414 --> 00:05:21,283
Uh-oh. I better sweep
back over to my friends.
98
00:05:24,153 --> 00:05:25,520
Now stay close.
99
00:05:25,555 --> 00:05:28,941
Because even though equipment's
gone missing from everywhere,
100
00:05:28,942 --> 00:05:32,327
the first hint of
malevolent malcontent
101
00:05:32,361 --> 00:05:35,464
was a mysterious hissing in this room.
102
00:05:35,498 --> 00:05:38,200
The help Pete went to go
get is never gonna find us.
103
00:05:38,234 --> 00:05:39,764
We should have stayed
where we were.
104
00:05:39,803 --> 00:05:41,507
Just ignore Harry, Stan.
105
00:05:41,538 --> 00:05:44,038
He doesn't appreciate
a good journalistic lead.
106
00:05:44,068 --> 00:05:45,402
You said hissing?
107
00:05:47,761 --> 00:05:49,448
Something's behind me.
108
00:05:49,467 --> 00:05:50,533
Aah!
109
00:05:52,156 --> 00:05:55,091
Greetings, study bugs.
Everyone okay?
110
00:05:55,126 --> 00:05:58,128
Spider-Man.
You're just in time.
111
00:05:58,162 --> 00:05:59,262
Uh...
112
00:05:59,296 --> 00:06:02,298
Spider-Man?
Oh, great.
113
00:06:02,638 --> 00:06:04,267
You should give him a chance, Harry.
114
00:06:04,301 --> 00:06:07,103
He's a hero.
He's just misunderstood.
115
00:06:07,138 --> 00:06:09,172
Couldn't have said
it better myself.
116
00:06:10,480 --> 00:06:11,670
And how does Spider-Man
117
00:06:11,693 --> 00:06:13,887
just happen to be
at Midtown High?
118
00:06:13,913 --> 00:06:14,615
At night?
119
00:06:15,186 --> 00:06:17,514
A scared, geeky kid was
running down the street yelling,
120
00:06:17,515 --> 00:06:19,647
"Monster! School!
School! Monster!"
121
00:06:19,699 --> 00:06:20,766
[both] Peter.
122
00:06:21,373 --> 00:06:23,068
I need to get
you guys out of here...
123
00:06:23,076 --> 00:06:24,240
[all gasp]
124
00:06:24,693 --> 00:06:26,169
[creature growls]
125
00:06:26,904 --> 00:06:29,443
Whatever it is, it's close.
Ugh!
126
00:06:40,337 --> 00:06:43,582
Face the mighty mop of Madripoor!
127
00:06:50,581 --> 00:06:52,448
How'd you get so good with a mop?
128
00:06:52,483 --> 00:06:55,285
I gotta be.
You seen the cafeteria?
129
00:06:55,319 --> 00:06:56,311
I'll take your word.
130
00:06:56,350 --> 00:06:59,289
Boy, it looks like you've
got yourself a handful.
131
00:06:59,323 --> 00:07:00,456
[monkey shrieks]
132
00:07:00,491 --> 00:07:02,358
Ugh. Ew.
133
00:07:02,393 --> 00:07:03,816
Yuck!
134
00:07:03,847 --> 00:07:06,462
Ugh.
Nasty with a capital "T."
135
00:07:06,497 --> 00:07:09,365
Looks like... reptile skin.
136
00:07:09,400 --> 00:07:11,400
Which would be very
bad if it was shed
137
00:07:11,431 --> 00:07:13,169
from who I think
the shedder might be.
138
00:07:13,204 --> 00:07:14,922
[ static crackling ]
I need the team.
139
00:07:15,803 --> 00:07:18,441
You need a watch
repair shop too.
140
00:07:18,475 --> 00:07:19,675
This is no watch.
141
00:07:19,745 --> 00:07:22,145
It's the only way
I have to contact them.
142
00:07:22,179 --> 00:07:23,513
Make that "had."
143
00:07:23,547 --> 00:07:26,382
Anyway, get behind me
and stick together.
144
00:07:26,417 --> 00:07:29,118
This just got a whole
lot more dangerous.
145
00:07:35,804 --> 00:07:37,939
Hey, guys!
Check this out.
146
00:07:37,973 --> 00:07:39,807
What do you think did all this?
147
00:07:39,841 --> 00:07:42,043
I don't wanna say until
I know for sure.
148
00:07:42,076 --> 00:07:43,634
Wires ripped out.
149
00:07:43,705 --> 00:07:47,228
That explains your power outage.
[ growling ]
150
00:07:50,052 --> 00:07:52,053
That must be where
Principal Coulson was taken.
151
00:07:52,087 --> 00:07:55,371
- Do we follow?
- Follow we do.
152
00:07:59,061 --> 00:08:00,895
Principal Coulson?
153
00:08:08,003 --> 00:08:09,601
Keep back!
He's here!
154
00:08:09,624 --> 00:08:11,872
And I know who he is.
[snarls]
155
00:08:11,907 --> 00:08:14,108
[groans]
Ugh!
156
00:08:17,701 --> 00:08:18,818
Lizard.
157
00:08:20,115 --> 00:08:22,950
I really have to start listening
to my hunches sooner.
158
00:08:28,756 --> 00:08:31,527
Long time no brutal
sneak attack, Doc.
159
00:08:32,314 --> 00:08:33,550
How've you been?
160
00:08:33,608 --> 00:08:35,241
Me?
I've been great.
161
00:08:35,264 --> 00:08:36,545
Just wishing
you'd get cured
162
00:08:36,553 --> 00:08:39,225
and go back to being my pal,
Doc Connors.
163
00:08:41,362 --> 00:08:44,447
Mary Jane, if you're
looking for a story,
164
00:08:44,482 --> 00:08:47,484
we are witness to the
fight of a lifetime.
165
00:08:47,518 --> 00:08:51,321
As... and I know only one
word to describe him...
166
00:08:51,355 --> 00:08:55,325
the Amazing Spider-Man
battling the loathsome Lizard
167
00:08:55,359 --> 00:08:59,396
in one of the most daringly
dramatic dazzlers to date.
168
00:09:03,155 --> 00:09:07,568
The very soul of the high school
resting in his heroic hands.
169
00:09:07,585 --> 00:09:12,068
Spidey puts the fix on
his cold-blooded adversary.
170
00:09:18,794 --> 00:09:21,846
But can Spider-Man
withstand such sheer power,
171
00:09:21,897 --> 00:09:24,665
such Stark savagery?
172
00:09:26,502 --> 00:09:28,803
Have to say, I like Stan's style,
173
00:09:28,837 --> 00:09:30,738
and not having to say anything clever
174
00:09:30,772 --> 00:09:33,955
gives more time to get,
you know, beat on.
175
00:09:33,982 --> 00:09:36,651
Ooh! Aah!
176
00:09:40,616 --> 00:09:42,683
Aah!
177
00:09:42,718 --> 00:09:44,785
Doc! Please!
178
00:09:44,820 --> 00:09:47,588
Try to remember we're friends!
179
00:09:47,623 --> 00:09:50,658
Aah! Ugh!
180
00:09:55,764 --> 00:09:57,698
No! Stay back.
181
00:09:58,834 --> 00:10:00,735
Aah!
182
00:10:00,769 --> 00:10:02,837
Help me!
183
00:10:04,706 --> 00:10:06,674
Harry! No!
184
00:10:11,229 --> 00:10:15,132
Another hostage in the
hands of the man monster
185
00:10:15,174 --> 00:10:17,215
men call the Lizard.
186
00:10:17,284 --> 00:10:20,113
Stan, you know this
school inside and out.
187
00:10:20,147 --> 00:10:22,347
Where would Lizard take
Principal Coulson and Harry?
188
00:10:22,391 --> 00:10:28,971
Follow as I impart ingenious
insights of a custodial character.
189
00:10:29,197 --> 00:10:31,365
You're gonna regret
not calling your team
190
00:10:31,375 --> 00:10:32,738
when you had the chance.
191
00:10:32,749 --> 00:10:35,214
Aren't you worried you're
putting your friends in danger?
192
00:10:35,226 --> 00:10:37,761
There's help, and
then there's you two.
193
00:10:39,111 --> 00:10:41,112
[Spider-Man] What is
the Lizard doing here?
194
00:10:41,115 --> 00:10:42,778
Why is he taking hostages?
195
00:10:42,847 --> 00:10:45,048
[M.J.] He's not.
He's taking equipment.
196
00:10:45,082 --> 00:10:48,752
Maybe he only wanted the tech
panel and Harry just got in his way.
197
00:10:48,786 --> 00:10:51,788
[Stan] Smart.
You should be a reporter.
198
00:10:51,823 --> 00:10:55,158
Lizard's taking tech all right.
Including my crushed communicator.
199
00:10:55,193 --> 00:10:58,161
So I'm left to face his
foul Fury absolutely alone.
200
00:10:58,196 --> 00:11:00,997
Oh, great.
Now I'm talking like Stan.
201
00:11:01,032 --> 00:11:03,934
You're not alone.
You've got us.
202
00:11:03,968 --> 00:11:07,003
Who?
Oh... oh! You.
203
00:11:07,038 --> 00:11:10,941
Well, that's very sweet, but
run for the doors! Go get help!
204
00:11:10,975 --> 00:11:13,693
Not a chance. This is my story.
205
00:11:13,744 --> 00:11:16,813
Besides, Peter Parker went for help.
It should be here any second.
206
00:11:16,848 --> 00:11:19,988
- Yay, Parker.
- Just because we don't have a super power
207
00:11:20,004 --> 00:11:23,954
- doesn't mean we're powerless.
- We can be your team!
208
00:11:23,988 --> 00:11:25,121
Uh...
209
00:11:27,614 --> 00:11:29,649
Ooh, my back.
210
00:11:29,683 --> 00:11:31,651
If I was a rowdy reptile,
211
00:11:31,676 --> 00:11:35,309
I'd use the detention
room to sneak in and out.
212
00:11:36,523 --> 00:11:38,731
The detention room?
No!
213
00:11:41,461 --> 00:11:43,224
Uh, um, nothing to see here.
214
00:11:43,271 --> 00:11:45,544
I... I looked before.
I'll check it again.
215
00:11:46,500 --> 00:11:48,601
Yep, all clear.
Where next?
216
00:11:50,786 --> 00:11:52,958
You're an outsider.
Let us look.
217
00:11:53,036 --> 00:11:54,651
We know this place better than you.
218
00:11:54,668 --> 00:11:56,216
I wanna save Harry, but...
219
00:11:56,247 --> 00:11:58,151
if I let her see SHIELD's secrets,
220
00:11:58,178 --> 00:11:59,946
Fury'll have me for lunch.
221
00:12:07,688 --> 00:12:10,034
Come in.
This room is a must-see.
222
00:12:10,065 --> 00:12:12,625
[Spider-Man]
But... but... but...
223
00:12:14,761 --> 00:12:19,604
- What is that?
- Subway maintenance access tunnels.
224
00:12:19,636 --> 00:12:21,601
Is this a tunnel under our school?
225
00:12:21,635 --> 00:12:25,671
M.J. does have a power.
A journalist power of observation.
226
00:12:25,706 --> 00:12:27,740
And it's about to blow SHIELD's cover.
227
00:12:27,774 --> 00:12:29,875
Time for some Spidey smooth talk.
228
00:12:29,910 --> 00:12:33,412
That's, uh, um, well...
229
00:12:33,447 --> 00:12:36,682
I, um... one of...
230
00:12:37,474 --> 00:12:39,946
Those are the secret
SHIELD tubes, M.J.,
231
00:12:39,958 --> 00:12:43,466
and I am Peter Parker! Duh.
[chuckles]
232
00:12:44,558 --> 00:12:46,150
Of course it's a tunnel.
233
00:12:46,266 --> 00:12:48,244
You never heard
that Midtown High
234
00:12:48,263 --> 00:12:51,932
is built over the abandoned
subway "M" line?
235
00:12:51,970 --> 00:12:54,500
- Of course.
- Yeah, of course.
236
00:12:54,534 --> 00:12:57,388
The perfect Lizard escape route.
Good one, Stan.
237
00:12:57,404 --> 00:13:01,884
Well, my greatness is only
overshadowed by my modesty.
238
00:13:01,942 --> 00:13:04,410
Anyway, sorry for the mess.
239
00:13:04,730 --> 00:13:08,172
- It's time we took more precautions.
- Huh? What's this for?
240
00:13:08,192 --> 00:13:10,927
So you can't be taken hostage
while I'm investigating.
241
00:13:10,947 --> 00:13:12,214
You'll be safe.
242
00:13:12,248 --> 00:13:15,150
Nothing short of the Hulk
can snap this webbing.
243
00:13:18,021 --> 00:13:20,822
Putting us in a closet
is not teamwork.
244
00:13:21,257 --> 00:13:23,025
Come back here.
245
00:13:24,193 --> 00:13:27,548
Have no fear. Stan is here.
246
00:13:27,604 --> 00:13:29,739
But Spider-Man said
nothing short of the Hulk
247
00:13:29,781 --> 00:13:31,015
can snap his webs.
248
00:13:31,049 --> 00:13:35,786
Did you ever try to get chewing
gum off the bottom of a desk?
249
00:13:35,914 --> 00:13:39,116
I'm starting to think you
may be a story too, Stan.
250
00:13:39,158 --> 00:13:41,860
Did I use my modesty line already?
251
00:13:45,030 --> 00:13:47,731
At least I have the element of...
252
00:13:47,766 --> 00:13:50,000
Aah!
[roars]
253
00:13:50,035 --> 00:13:51,346
...surprise.
254
00:13:55,293 --> 00:13:57,579
Did I say I had the
element of surprise?
255
00:14:03,398 --> 00:14:04,532
Huh?
256
00:14:14,575 --> 00:14:18,623
Iron Fist? Nova?
Is that you?
257
00:14:20,338 --> 00:14:22,473
Stan? M.J.?
258
00:14:23,284 --> 00:14:26,669
Wait.
You guys? Did that?
259
00:14:26,705 --> 00:14:30,201
- Ugly didn't know what hit him.
- But I think he figured it out.
260
00:14:38,355 --> 00:14:39,489
Aah!
261
00:14:42,988 --> 00:14:43,954
Spider-Man!
262
00:14:43,989 --> 00:14:45,789
M.J.? No!
263
00:14:45,824 --> 00:14:48,792
Aah!
264
00:14:52,898 --> 00:14:55,666
I'll never get this
place clean by Monday.
265
00:14:55,700 --> 00:14:57,735
[M.J. screams]
Thanks for the help,
266
00:14:57,769 --> 00:14:59,937
but I gotta take care of this now, Stan.
267
00:14:59,971 --> 00:15:03,807
Stan?
Whoa. Impressive.
268
00:15:03,842 --> 00:15:05,676
But M.J. and Harry are at risk.
269
00:15:05,710 --> 00:15:09,252
You gotta leave this to the pros,
A.K.A. Spider me?
270
00:15:09,291 --> 00:15:12,733
In a closed school, the
custodian is captain.
271
00:15:12,767 --> 00:15:15,853
We take a solemn oath
to clean up every mess,
272
00:15:15,887 --> 00:15:17,771
to never abandon ship.
273
00:15:17,822 --> 00:15:20,608
Or... was that in the
merchant marines?
274
00:15:21,441 --> 00:15:22,760
[M.J. screams]
275
00:15:22,770 --> 00:15:26,193
- What direction did that come from?
- This way. Maintenance room.
276
00:15:26,228 --> 00:15:28,930
I know those acoustics anywhere.
277
00:15:31,300 --> 00:15:34,936
- Huzzah!
- [M.J.] Spider-Man!
278
00:15:37,039 --> 00:15:40,057
Whoa. You called it, Stan.
279
00:15:40,369 --> 00:15:42,238
Lair of the Lizard.
280
00:15:43,178 --> 00:15:44,979
And he's got Harry and Coulson.
281
00:15:47,182 --> 00:15:49,016
Spider-Man!
282
00:15:49,051 --> 00:15:51,203
Hero's dilemma...
how do I save M.J.
283
00:15:51,238 --> 00:15:53,406
and stop the Lizard
at the same time?
284
00:15:55,320 --> 00:15:57,582
First stop...
M.J.
285
00:15:59,313 --> 00:16:00,614
Or both.
286
00:16:02,214 --> 00:16:04,749
I can try to do both.
287
00:16:09,641 --> 00:16:10,742
Ugh!
288
00:16:10,748 --> 00:16:14,417
M.J., hang on!
This won't take me long.
289
00:16:16,687 --> 00:16:21,424
You can't do it alone,
wall-crawler. Let me help.
290
00:16:21,459 --> 00:16:22,659
Ah!
291
00:16:22,693 --> 00:16:24,360
[gasping]
292
00:16:24,395 --> 00:16:27,430
Don't sink!
Think buoyant thoughts.
293
00:16:39,543 --> 00:16:41,544
Ugh!
294
00:16:41,579 --> 00:16:43,680
Taser webs!
295
00:16:43,714 --> 00:16:45,715
[screeches]
296
00:16:47,518 --> 00:16:48,752
Going up.
297
00:16:50,488 --> 00:16:52,555
The Lizard worked hard for this.
298
00:16:52,590 --> 00:16:54,357
But what's he putting together?
299
00:16:54,391 --> 00:16:57,560
- Of course.
- Harry's coming around.
300
00:16:57,595 --> 00:17:00,563
- How's Principal Coulson?
- Still out cold.
301
00:17:00,598 --> 00:17:02,665
But he can help me get my team in here.
302
00:17:04,602 --> 00:17:06,536
Fury, Spider-Man.
We're in the...
303
00:17:06,570 --> 00:17:08,505
Oh, shnizzle!
304
00:17:08,539 --> 00:17:10,507
Ugh. Aah!
305
00:17:10,541 --> 00:17:14,477
You... leave Lizard... alone.
306
00:17:14,512 --> 00:17:17,831
You're not the Lizard!
You're Doctor Curt Connors,
307
00:17:17,832 --> 00:17:20,450
and I know you remember that,
because I know what you're building.
308
00:17:20,484 --> 00:17:23,386
This thing.
It's to modify your brainwaves, right?
309
00:17:23,420 --> 00:17:26,639
Stabilize them?
We can help you.
310
00:17:26,682 --> 00:17:30,140
All we need is a minute or two
and we can finish it, Doc.
311
00:17:30,195 --> 00:17:33,163
We can make this work. Together?
312
00:17:34,465 --> 00:17:36,432
If you just give us the minute we need,
313
00:17:36,467 --> 00:17:38,501
it'll be over for the
Lizard part of you.
314
00:17:38,536 --> 00:17:40,537
We can do this.
315
00:17:47,700 --> 00:17:50,385
If we're gonna do this,
we have to do it now!
316
00:17:50,419 --> 00:17:52,253
Yah!
317
00:17:52,288 --> 00:17:54,439
Lighten up, Lizard lips.
318
00:18:01,197 --> 00:18:03,398
Ooh! Ugh!
319
00:18:13,409 --> 00:18:14,476
[gasps]
320
00:18:15,853 --> 00:18:18,733
Pretty slick.
Let's polish him off.
321
00:18:22,434 --> 00:18:24,235
Keep it up! I'm almost done!
322
00:18:24,269 --> 00:18:26,470
Finish it, Spidey.
Your team can hold him.
323
00:18:38,500 --> 00:18:40,317
What is that machine for?
324
00:18:40,352 --> 00:18:43,087
The Connors part of his brain
built it to drive out the Lizard.
325
00:18:44,256 --> 00:18:46,157
Why isn't it working?
326
00:18:46,191 --> 00:18:50,327
Working good. Erase Connors.
327
00:18:50,362 --> 00:18:52,496
Connors no more.
328
00:18:52,531 --> 00:18:57,368
Lizard... forever!
329
00:18:57,402 --> 00:19:00,075
Oh, no.
The Lizard part of his brain
330
00:19:00,083 --> 00:19:03,407
changed it to drive out Connors?
And I just helped!
331
00:19:03,442 --> 00:19:05,443
[snarls]
332
00:19:05,477 --> 00:19:07,278
Aah!
333
00:19:10,148 --> 00:19:12,116
Yah!
334
00:19:20,603 --> 00:19:23,140
Get them all to safety.
Before it's too late.
335
00:19:23,172 --> 00:19:24,973
What about you?
I can't just leave you.
336
00:19:25,007 --> 00:19:26,908
I know a back way out of here.
337
00:19:26,942 --> 00:19:29,143
Only you can save your friends.
338
00:19:34,250 --> 00:19:36,117
I don't like leaving Stan.
339
00:19:36,151 --> 00:19:39,320
Trust him.
He can look after himself. Let's go.
340
00:19:39,355 --> 00:19:42,494
Nuh-uh! I'm not leaving
without my whole team.
341
00:19:48,898 --> 00:19:50,932
Kabosh!
342
00:19:57,273 --> 00:19:59,007
Whoa!
343
00:20:03,345 --> 00:20:06,147
[bell dings, all sigh]
344
00:20:06,556 --> 00:20:08,457
This may not be the team I wanted,
345
00:20:08,718 --> 00:20:10,919
but we did the job as
good as anyone could.
346
00:20:11,772 --> 00:20:13,647
That was awesome.
347
00:20:13,765 --> 00:20:16,667
Yeah. Let's not ever do it again.
348
00:20:16,676 --> 00:20:18,371
- No way.
- Uh-uh.
349
00:20:18,372 --> 00:20:19,639
Agreed.
350
00:20:19,654 --> 00:20:22,286
Earlier tonight, the
biggest story of the year
351
00:20:22,310 --> 00:20:24,294
happened right here
in Midtown High.
352
00:20:24,328 --> 00:20:27,597
I was there, and I'll
report every detail.
353
00:20:29,433 --> 00:20:31,168
Why so glum, chum?
354
00:20:31,202 --> 00:20:34,237
Your friend's gonna make
a splash with her story.
355
00:20:34,272 --> 00:20:37,274
It seems kinda sad no
one could reach Doctor...
356
00:20:37,308 --> 00:20:39,176
uh, that Lizard guy.
357
00:20:39,210 --> 00:20:43,446
You can't save everyone.
But you can't stop trying.
358
00:20:43,481 --> 00:20:46,316
- You did good.
- Me?
359
00:20:46,350 --> 00:20:48,251
Uh, I'm... I'm
talking about Spidey.
360
00:20:48,286 --> 00:20:51,555
Me too. Listen, kid,
I've met all the greats,
361
00:20:51,589 --> 00:20:54,324
and you could be
as good as any of 'em.
362
00:20:54,358 --> 00:20:58,328
That's what I'm gonna
tell Fury in my report.
363
00:20:58,362 --> 00:21:02,199
Report?
Uh, Stan? Wait up.
364
00:21:03,367 --> 00:21:06,570
- You're a SHIELD agent, Stan?
- One of the originals.
365
00:21:06,604 --> 00:21:09,372
What other master of linguistic arts
366
00:21:09,407 --> 00:21:12,142
could pen the
bombastic acronym...
367
00:21:12,176 --> 00:21:16,146
Strategic Homeland
Intervention Enforcement
368
00:21:16,180 --> 00:21:18,281
and Logistics Division?
369
00:21:18,316 --> 00:21:22,452
I wish I felt better about this,
but I failed Doctor Connors.
370
00:21:22,486 --> 00:21:26,356
You'll fix it. Just keep
studying and trust your team.
371
00:21:26,390 --> 00:21:28,425
Hey, nobody ever did it alone.
372
00:21:28,459 --> 00:21:31,160
Not even me.
Hey, Steve.
373
00:21:32,463 --> 00:21:34,531
And now I know I can accomplish plenty
374
00:21:34,565 --> 00:21:37,200
- when I trust...
- Excelsior!
375
00:21:38,108 --> 00:21:43,014
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376
00:21:43,064 --> 00:21:47,614
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