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1
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[School bell ringing]
2
00:00:03,847 --> 00:00:06,324
[Students chattering]
3
00:00:08,286 --> 00:00:11,366
[Peter narrating] I can't believe I'm leaving
Midtown High for the very last time.
4
00:00:11,726 --> 00:00:13,565
This place sure holds
a lot of memories.
5
00:00:14,155 --> 00:00:15,031
Some good...
6
00:00:15,611 --> 00:00:16,917
Some not so good...
7
00:00:16,999 --> 00:00:18,352
[Grunts]
[Flash laughs]
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00:00:18,436 --> 00:00:19,674
And some pretty great.
9
00:00:20,473 --> 00:00:22,638
But good or bad,
that's all in the past now.
10
00:00:23,352 --> 00:00:24,222
'Cause today...
11
00:00:25,668 --> 00:00:27,336
I transfer to my new school.
12
00:00:30,372 --> 00:00:32,003
Feast your eyes
on the latest and greatest
13
00:00:32,099 --> 00:00:33,868
from our very own Nick Fury.
14
00:00:33,969 --> 00:00:35,192
The Triskelion...
15
00:00:35,270 --> 00:00:36,865
Code name for S.H.I.E.L.D. Academy.
16
00:00:37,056 --> 00:00:39,650
Home and training ground for
a young, new team of heroes.
17
00:00:39,787 --> 00:00:40,677
[Cheering and clapping]
18
00:00:40,742 --> 00:00:41,741
And there they are.
19
00:00:41,808 --> 00:00:43,684
- My new classmates.
- [Power Man] All right, Spidey!
20
00:00:43,791 --> 00:00:46,836
- [Power Man] Yeah! Way to go!
- Thank you, thank you.
21
00:00:46,992 --> 00:00:48,737
- You're too kind.
- [Fury] Spider-Man!
22
00:00:48,935 --> 00:00:52,012
Are you gonna stand there all
day or join the campus tour?
23
00:00:52,181 --> 00:00:54,182
Sir, yes, Director Fury, sir!
24
00:00:54,442 --> 00:00:55,266
Let's go.
25
00:00:57,408 --> 00:01:00,674
[Fury] Just some of our guest
lecturers and instructors.
26
00:01:00,840 --> 00:01:02,422
Yeah. You know,
I was an avenger.
27
00:01:02,793 --> 00:01:03,669
Briefly.
28
00:01:04,178 --> 00:01:07,227
And if you're done talking
about the past, Spider-Man,
29
00:01:07,515 --> 00:01:09,192
it's time to see
your future home.
30
00:01:11,577 --> 00:01:13,028
These are the dormitories,
31
00:01:13,116 --> 00:01:15,132
your living quarters,
and workspace.
32
00:01:15,244 --> 00:01:18,181
Designed for the most serious
and intensive of studies.
33
00:01:18,333 --> 00:01:19,549
[Spider-man] Awesome!
34
00:01:19,741 --> 00:01:21,412
Sweet Christmas!
35
00:01:21,510 --> 00:01:22,624
I call top bunk!
36
00:01:23,211 --> 00:01:24,014
[Groans]
37
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Too slow.
38
00:01:26,003 --> 00:01:27,033
[Fury] Move it, people.
39
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[Grumbles]
40
00:01:27,691 --> 00:01:28,785
Iron Spider.
41
00:01:28,858 --> 00:01:32,002
This ain't recess. You're already
late for your first class.
42
00:01:33,581 --> 00:01:34,473
Question.
43
00:01:34,756 --> 00:01:36,693
Couldn't help but notice
there are no desks
44
00:01:36,846 --> 00:01:38,498
and no books and no...
45
00:01:38,595 --> 00:01:40,557
This isn't your typical
high school, Cho.
46
00:01:40,676 --> 00:01:42,621
And this isn't
your typical classroom.
47
00:01:42,730 --> 00:01:45,517
However, we will begin
with a pop quiz.
48
00:01:49,239 --> 00:01:51,494
[Venom] Uh, I totally
didn't study for this.
49
00:01:51,856 --> 00:01:53,642
Welcome to S.H.I.E.L.D. Academy.
50
00:01:53,837 --> 00:01:55,504
Oh, don't say it.
don't say it.
51
00:01:55,602 --> 00:01:57,888
Hope you survive the experience.
52
00:01:59,170 --> 00:02:00,498
Aw, you said it.
53
00:02:01,540 --> 00:02:05,407
Sync and corrections by masaca
- addic7ed.com -
54
00:02:12,674 --> 00:02:13,882
Cadets, scatter!
55
00:02:15,887 --> 00:02:17,019
Lesson number one...
56
00:02:17,093 --> 00:02:18,971
Learn to avoid
exploding bowling balls.
57
00:02:21,032 --> 00:02:23,068
Looks like Squirrel Girl's
a quick study, too.
58
00:02:23,492 --> 00:02:24,691
All right, S.H.I.E.L.D. academics,
59
00:02:24,780 --> 00:02:26,406
let's school these drones.
60
00:02:26,930 --> 00:02:28,002
[Power Man grunts]
61
00:02:28,482 --> 00:02:30,716
I haven't always gotten along
with Nova and Iron Spider,
62
00:02:31,044 --> 00:02:32,885
but they make
an awesome tag team.
63
00:02:33,640 --> 00:02:36,295
Of course, Power Man and iron fist
have been training together so long,
64
00:02:36,435 --> 00:02:38,140
they're a well-oiled machine.
65
00:02:40,254 --> 00:02:41,419
Kazar and Dagger...
66
00:02:41,495 --> 00:02:43,325
City girl conjures
her own weapons of light
67
00:02:43,429 --> 00:02:46,127
while jungle boy sharpens his
with dinosaur teeth.
68
00:02:46,269 --> 00:02:47,047
[Grunts]
69
00:02:48,078 --> 00:02:49,473
White Tiger and Zabu...
70
00:02:49,559 --> 00:02:51,433
Bringing the pure feline Fury.
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00:02:51,715 --> 00:02:52,471
Hah!
72
00:02:53,238 --> 00:02:54,331
[Roars]
73
00:02:55,065 --> 00:02:56,011
[Electricity crackling]
74
00:02:56,212 --> 00:02:57,144
Agent Venom...
75
00:02:57,330 --> 00:02:59,101
AKA Flash Thompson.
76
00:02:59,202 --> 00:03:01,087
He'd freak
if he knew Peter Parker,
77
00:03:01,194 --> 00:03:04,382
the wimpy science geek he bullied in
school, was actually yours truly...
78
00:03:04,716 --> 00:03:05,730
Spider-Man.
79
00:03:05,978 --> 00:03:08,423
And now it's all up to Cloak
and his teleportation powers
80
00:03:08,554 --> 00:03:10,427
to end this pop quiz
with a bang.
81
00:03:16,346 --> 00:03:18,238
Not bad for your first day.
82
00:03:18,345 --> 00:03:20,418
You will challenged
at every waking
83
00:03:20,533 --> 00:03:22,862
and non-waking moment
at S.H.I.E.L.D. Academy.
84
00:03:23,063 --> 00:03:24,548
So always be alert.
85
00:03:24,770 --> 00:03:27,495
You heard the man. If we're gonna
be the next generation of avengers,
86
00:03:27,637 --> 00:03:29,253
then this is what
it's going to take.
87
00:03:34,100 --> 00:03:36,147
I'm your instructor,
Mr. Frank.
88
00:03:36,773 --> 00:03:40,522
But you may remember me as the golden
age hero known as the Whizzer.
89
00:03:40,780 --> 00:03:43,129
Oh! Whizzer
'cause you're fast.
90
00:03:43,438 --> 00:03:44,330
I was think...
91
00:03:44,401 --> 00:03:45,019
[Chuckling]
92
00:03:45,072 --> 00:03:46,948
- Whizzer.
- Care to share your joke, wise guy?
93
00:03:47,345 --> 00:03:48,754
Uh, no, sir. No.
94
00:03:49,577 --> 00:03:50,325
[Nervous chuckle]
95
00:03:50,739 --> 00:03:51,532
[Chuckling quietly]
Whizzer.
96
00:03:59,774 --> 00:04:01,164
I'm no spring chicken.
97
00:04:01,250 --> 00:04:05,388
But in my day, I put the Kibosh
on more muscle-bound bad eggs
98
00:04:05,726 --> 00:04:08,114
than you green horns
can shake a stick at.
99
00:04:08,243 --> 00:04:11,888
Now then, we begin our studies
in "super villain analysis"
100
00:04:12,083 --> 00:04:14,092
with Batroc, the leaper.
101
00:04:14,578 --> 00:04:15,774
Oh, seriously?
102
00:04:15,988 --> 00:04:18,989
Why do I even need to take this class?
I've fought Batroc plenty of times.
103
00:04:19,144 --> 00:04:21,078
And let's see
how that turned out.
104
00:04:21,645 --> 00:04:25,600
Here's an example of a combatant
underestimating his opponent.
105
00:04:25,795 --> 00:04:26,796
[Sighs]
106
00:04:28,925 --> 00:04:29,619
Huh?
107
00:04:30,095 --> 00:04:30,929
[Sighs]
108
00:04:32,490 --> 00:04:34,725
Quit trying to hack
my system, Spider-Dweeb.
109
00:04:34,846 --> 00:04:36,373
Hey! I'm not hacking you.
110
00:04:36,465 --> 00:04:37,981
As you can see, students,
111
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there's no substitute for research and
study in a successful hero career.
112
00:04:42,644 --> 00:04:44,282
And knock off the texting.
113
00:04:44,378 --> 00:04:46,575
I don't need to see it
to know you're doin' it.
114
00:04:48,355 --> 00:04:49,784
Lookin' sharp, Dagger.
115
00:04:50,243 --> 00:04:52,014
Iron Fist! Namaste.
116
00:04:54,473 --> 00:04:56,326
Oh, this is what it's like
to be popular.
117
00:04:56,469 --> 00:04:57,502
I could get used to this.
118
00:04:57,583 --> 00:04:58,703
[Class bell ringing]
119
00:05:02,218 --> 00:05:05,457
Bio analysis: Spider-Man.
No hall pass necessary.
120
00:05:08,042 --> 00:05:10,914
I've earned some respect as a S.H.I.E.L.D.
agent. So they cut me some slack.
121
00:05:11,172 --> 00:05:12,840
Being me has its privileges.
122
00:05:15,852 --> 00:05:16,695
Huh?
123
00:05:16,757 --> 00:05:18,700
What's Iron Spider doing
out of class?
124
00:05:19,364 --> 00:05:20,299
Hmm.
125
00:05:23,073 --> 00:05:25,138
I'm thinking
he doesn't have a hall pass.
126
00:05:44,712 --> 00:05:46,036
What are you doing, Amadeus?
127
00:05:46,119 --> 00:05:47,627
You know the archives
are off-limits.
128
00:05:47,718 --> 00:05:50,338
I'm trying to find the hacker
who's messing with my system.
129
00:05:50,476 --> 00:05:52,851
Some weird transmission
keeps pinging my tech.
130
00:05:52,978 --> 00:05:53,808
[Pinging]
131
00:05:53,870 --> 00:05:56,233
Signal's coming from right here.
132
00:05:58,688 --> 00:06:00,287
[Pinging continues]
133
00:06:07,788 --> 00:06:08,588
You kidding?
134
00:06:08,649 --> 00:06:10,747
That old tube couldn't pick up
a black-and-white rerun.
135
00:06:11,547 --> 00:06:13,975
Spider-Man, aren't you
supposed to be in class?
136
00:06:14,105 --> 00:06:16,002
Uh, just doing
some independent research.
137
00:06:16,110 --> 00:06:17,012
Be right there.
138
00:06:17,076 --> 00:06:19,115
You heard Fury.
We gotta go.
139
00:06:30,991 --> 00:06:32,301
[Snoring]
140
00:06:32,383 --> 00:06:34,607
[Alarm beeping]
141
00:06:34,911 --> 00:06:38,759
So begins another day in the life of
S.H.I.E.L.D. Academy's star student.
142
00:06:39,724 --> 00:06:42,748
First period... Advanced
Agilty with Captain America.
143
00:06:47,692 --> 00:06:48,762
[Groans]
144
00:06:50,659 --> 00:06:51,499
[Groans]
145
00:06:51,986 --> 00:06:54,558
Second period...
Advanced bomb defusing.
146
00:06:57,925 --> 00:06:59,363
[Frank] Hope you're
getting this all down...
147
00:06:59,775 --> 00:07:01,617
'Cause there's a test tomorrow.
148
00:07:01,893 --> 00:07:02,604
What?
149
00:07:05,290 --> 00:07:08,289
Third period... Advanced
showboating with Hawkeye
150
00:07:12,527 --> 00:07:15,057
[Students cheering]
151
00:07:15,191 --> 00:07:17,346
It never hurts to get
on the teacher's good side.
152
00:07:19,349 --> 00:07:21,606
Then again,
it could really hurt.
153
00:07:21,728 --> 00:07:23,845
- [Power Man] Aim higher! Higher!
- [Venom] Lower! Lower! Lower!
154
00:07:27,218 --> 00:07:30,706
How'd I go from star student to
star whipping boy in one day?
155
00:07:36,012 --> 00:07:38,051
Spidey-sense wouldn't just
go off for no reason.
156
00:07:38,320 --> 00:07:39,898
Amadeus Cho is not in his bunk.
157
00:07:40,198 --> 00:07:42,041
But I have a pretty good idea
where to find him.
158
00:07:46,737 --> 00:07:47,717
All right.
159
00:07:47,836 --> 00:07:48,832
Whatever you are,
160
00:07:49,204 --> 00:07:51,094
let's see what makes you tick.
161
00:07:51,338 --> 00:07:52,727
Amadeus, don't touch!
162
00:07:52,813 --> 00:07:55,407
That thing is locked up in here for...
Wait. Who turned that on?
163
00:07:55,567 --> 00:07:56,356
[Static]
164
00:07:56,416 --> 00:07:59,004
[In German accent] I live.
165
00:07:59,243 --> 00:08:00,268
You talk?
166
00:08:00,498 --> 00:08:02,555
There's definitely something
wrong with this T.V.
167
00:08:03,138 --> 00:08:05,322
Ah, this place...
168
00:08:05,441 --> 00:08:06,926
Where am I?
169
00:08:07,122 --> 00:08:08,693
You're in S.H.I.E.L.D. archives,
170
00:08:08,786 --> 00:08:10,480
on an island off
the coast of New York.
171
00:08:10,682 --> 00:08:13,554
So now we're giving away secrets
to the disembodied video head?
172
00:08:13,703 --> 00:08:14,999
Interesting.
173
00:08:15,520 --> 00:08:18,011
And you don't know who I am?
174
00:08:18,975 --> 00:08:19,739
[Mumbles] I don't know.
175
00:08:20,076 --> 00:08:25,929
I am the living consciousness of
none other than Dr. Arnim Zola!
176
00:08:26,306 --> 00:08:27,770
This tech's from the dark ages.
177
00:08:27,859 --> 00:08:31,125
There's no way to construct an A.I.
With no Internet, no micro-processors,
178
00:08:31,291 --> 00:08:32,960
no high-capacity memory.
179
00:08:33,057 --> 00:08:34,378
Ah!
180
00:08:34,461 --> 00:08:37,223
A fellow scientist.
181
00:08:37,367 --> 00:08:39,019
The device on the shelf above...
182
00:08:39,279 --> 00:08:40,741
Bring it to me.
183
00:08:40,829 --> 00:08:43,181
It will answer
all your questions...
184
00:08:43,308 --> 00:08:47,276
And countless more
you would not even think to ask.
185
00:08:50,103 --> 00:08:51,189
Amadeus, no!
186
00:08:51,985 --> 00:08:52,758
I just want to look.
187
00:08:52,817 --> 00:08:53,697
[Grunts]
188
00:08:59,780 --> 00:09:04,388
It might interest you to know that I was
a pioneer in the field of technopathy...
189
00:09:04,688 --> 00:09:09,594
Or the short-range psycho-kinetic
control of inanimate objects.
190
00:09:16,417 --> 00:09:17,362
Not bad.
191
00:09:17,445 --> 00:09:19,797
But can you change the channel
on that ugly face of yours?
192
00:09:19,924 --> 00:09:20,865
[Chuckles]
193
00:09:20,931 --> 00:09:21,972
Clever.
194
00:09:22,115 --> 00:09:25,060
As if the likes of you
could stand up to Hydra!
195
00:09:25,212 --> 00:09:29,130
Hydra? As in evil organization trying
to take over the world, Hydra?
196
00:09:29,481 --> 00:09:30,473
Aw, crud.
197
00:09:30,541 --> 00:09:32,014
Boob tube here
is a super-villain.
198
00:09:32,282 --> 00:09:35,429
[Electricity crackling]
199
00:09:35,772 --> 00:09:36,683
[Screams]
200
00:09:37,455 --> 00:09:40,314
Neat trick. But you won't get
control of my armor, so easily.
201
00:09:40,462 --> 00:09:42,454
I've no need to control it.
202
00:09:42,566 --> 00:09:45,411
I merely need to magnetize it.
203
00:09:45,898 --> 00:09:46,601
[Grunts]
204
00:09:46,657 --> 00:09:47,680
[Both groan]
205
00:09:47,989 --> 00:09:49,579
[Laughs]
206
00:09:53,001 --> 00:09:54,696
Amadeus, get off me!
207
00:09:54,956 --> 00:09:57,011
Before we're both crushed!
208
00:09:58,921 --> 00:09:59,905
[Spider-Man grunts]
209
00:10:02,179 --> 00:10:05,271
Amadeus! Can't you do something
to de-magnetize your suit?
210
00:10:05,435 --> 00:10:07,169
[Iron Spider] My systems
are totally jammed.
211
00:10:08,120 --> 00:10:09,303
[Grunts]
212
00:10:10,455 --> 00:10:11,923
Don't you have
a manual override?
213
00:10:13,951 --> 00:10:14,700
[Spider-Man screams]
214
00:10:14,758 --> 00:10:16,392
There's an access panel
in my boot.
215
00:10:16,488 --> 00:10:19,718
[In strained voice] Which might be accessible
if we weren't buried in scrap metal.
216
00:10:19,953 --> 00:10:21,844
[Grunts]
217
00:10:22,129 --> 00:10:23,100
Almost!
218
00:10:23,168 --> 00:10:23,738
[Struggles]
219
00:10:23,788 --> 00:10:24,526
Got it!
220
00:10:24,737 --> 00:10:26,877
Now, if you reverse
the polarity,
221
00:10:27,134 --> 00:10:29,123
it should create
an opposing magnetic field
222
00:10:29,234 --> 00:10:31,381
that'll neutralize
the attractive force.
223
00:10:33,093 --> 00:10:34,167
Whoa!
224
00:10:34,239 --> 00:10:35,201
[Both groan]
225
00:10:36,701 --> 00:10:38,158
I'm gonna say it worked.
226
00:10:40,975 --> 00:10:42,372
No sign of T.V. torso.
227
00:10:42,458 --> 00:10:44,021
We'd better round up the team
and report this.
228
00:10:44,113 --> 00:10:46,563
You seriously want to tell
Fury we snuck out of the dorm
229
00:10:46,694 --> 00:10:48,823
and activated
a vintage super-villain?
230
00:10:48,941 --> 00:10:50,518
Eh. I've done worse.
231
00:10:50,716 --> 00:10:53,693
Well, I haven't. And I don't want
to get kicked out of school.
232
00:10:54,126 --> 00:10:55,750
Fine. I won't tell Fury.
233
00:10:55,936 --> 00:10:57,951
We'll split up and track down
the retro tech.
234
00:11:02,799 --> 00:11:04,622
And speaking of retro...
235
00:11:05,369 --> 00:11:07,926
Caught me polishing
the old Whizzer ring, did you?
236
00:11:08,149 --> 00:11:09,994
[Chuckles] He said,
"Whizzer ring."
237
00:11:10,418 --> 00:11:12,694
This was my call to action,
back in the day.
238
00:11:13,042 --> 00:11:14,974
Hasn't been activated in years.
239
00:11:15,082 --> 00:11:17,764
But it still vibrates
when you kids are texting.
240
00:11:18,828 --> 00:11:20,980
- Oh, so that's how you...
- I don't need to see it
241
00:11:21,098 --> 00:11:22,087
to know you're doin' it.
242
00:11:22,444 --> 00:11:24,048
What can I do for you, kid?
243
00:11:24,143 --> 00:11:27,053
Well, um, I'm doing
some independent research
244
00:11:27,204 --> 00:11:28,798
on golden age heroes.
245
00:11:29,087 --> 00:11:30,557
I was hoping you might...
246
00:11:31,718 --> 00:11:34,394
Have a ton of scrapbooks
from the glory days?
247
00:11:35,554 --> 00:11:37,359
That's me and Captain America
248
00:11:37,463 --> 00:11:41,552
sluggin' some Hydra punks
back in the big one, WW II.
249
00:11:42,344 --> 00:11:44,938
Whoa! You guys kicked butt
back in the day!
250
00:11:45,491 --> 00:11:49,033
- Wait! T.V. torso guy... Who is he?
- Arnim Zola,
251
00:11:49,211 --> 00:11:51,975
a pioneer in artificial
intelligence and cloning.
252
00:11:52,119 --> 00:11:54,313
One of Hydra's top eggheads.
253
00:11:54,783 --> 00:11:57,707
- Any idea what happened to him?
- Disappeared at the end of the war,
254
00:11:57,859 --> 00:12:01,340
but we kept some of his old tech in
the archives for research purposes.
255
00:12:01,574 --> 00:12:02,941
Why are you so interested
256
00:12:03,026 --> 00:12:05,607
- in Arnim Zola?
- Oh, well, you know what they say.
257
00:12:05,743 --> 00:12:07,231
And by "they," I mean you.
258
00:12:07,321 --> 00:12:10,827
"There's no substitute for research and
study in a successful hero career."
259
00:12:12,661 --> 00:12:14,079
I did say that.
260
00:12:17,700 --> 00:12:19,754
Okay. So now I know
who this guy is,
261
00:12:20,398 --> 00:12:23,428
but how did he escape S.H.I.E.L.D. H.Q.
Without setting off any alarms?
262
00:12:25,563 --> 00:12:26,284
[Gasps]
263
00:12:28,216 --> 00:12:29,574
Especially those things.
264
00:12:34,915 --> 00:12:35,704
Yah!
265
00:12:40,334 --> 00:12:41,638
Never noticed
the cameras before.
266
00:12:42,086 --> 00:12:44,761
Wonder if I can use them to access
last night's security feed.
267
00:12:52,813 --> 00:12:53,708
[Growls]
268
00:12:53,772 --> 00:12:54,936
[Chuckles]
Classic.
269
00:12:56,583 --> 00:12:58,887
[Squirrels chattering]
270
00:12:59,012 --> 00:13:00,511
Yeah, he is kinda nutty.
271
00:13:03,545 --> 00:13:04,901
I've checked every camera.
272
00:13:05,148 --> 00:13:07,307
There's no footage of Arnim Zola
leaving the building,
273
00:13:07,514 --> 00:13:09,972
which means... Zola's
still in the building.
274
00:13:11,337 --> 00:13:13,655
- Since when can you read my mind?
- I thought he was gone, too,
275
00:13:13,780 --> 00:13:15,237
but he just changed frequencies.
276
00:13:15,326 --> 00:13:16,808
I'm still getting
that interference,
277
00:13:16,897 --> 00:13:18,383
so I could trace
the signal again.
278
00:13:19,331 --> 00:13:21,293
Amadeus, wait!
You don't stand a chance
279
00:13:21,403 --> 00:13:23,110
against a guy
who can magnetize your armor.
280
00:13:23,209 --> 00:13:24,386
Way ahead of you, Webs.
281
00:13:24,463 --> 00:13:27,907
Already modded my suit with an
interference signal that'll override Zola.
282
00:13:28,080 --> 00:13:30,911
Still, you can't risk getting
caught on any more secret missions.
283
00:13:31,058 --> 00:13:32,352
[Venom] Secret missions?
284
00:13:32,434 --> 00:13:33,882
Count me in, Spidey.
285
00:13:34,563 --> 00:13:37,266
Oh, will you keep it down, Flash,
before you wake up the whole dorm?
286
00:13:37,408 --> 00:13:38,777
What's goin' on, Spider?
287
00:13:38,861 --> 00:13:41,655
Star student suddenly too good
for his old teammates?
288
00:13:41,801 --> 00:13:42,388
[Sighs]
289
00:13:42,439 --> 00:13:43,121
Fine.
290
00:13:43,441 --> 00:13:44,977
Let's make this a group project.
291
00:13:47,573 --> 00:13:49,391
[Venom] You sure this
is the right place?
292
00:13:49,687 --> 00:13:51,515
This is where
the signal's coming from.
293
00:13:54,113 --> 00:13:56,795
Looks like this section's
been shuttered for decades.
294
00:13:57,286 --> 00:13:59,863
They didn't even bother
to install security cameras.
295
00:14:00,498 --> 00:14:02,162
Which makes it
the perfect hiding place
296
00:14:02,283 --> 00:14:05,033
for a rusty, old robot dude
slash evil genius.
297
00:14:07,253 --> 00:14:09,491
And his latest science project.
298
00:14:09,978 --> 00:14:12,561
Old school has upgraded his
toys, and I'm not liking it.
299
00:14:12,824 --> 00:14:14,095
Where is he, Amadeus?
300
00:14:14,176 --> 00:14:15,183
[Iron Spider] He's close.
301
00:14:15,487 --> 00:14:17,307
[Cackles]
302
00:14:17,411 --> 00:14:18,778
Give it up, Captain Video!
303
00:14:19,007 --> 00:14:20,156
We have you outnumbered.
304
00:14:20,231 --> 00:14:20,799
[Scoffs]
305
00:14:20,849 --> 00:14:22,895
On the contrary, child.
306
00:14:23,009 --> 00:14:25,586
It is you who are outnumbered...
307
00:14:26,927 --> 00:14:29,540
[Power Man] For a genius, this
guy's not very good at math.
308
00:14:29,678 --> 00:14:30,931
[Spider-Man] Well, he's good at something.
309
00:14:31,383 --> 00:14:34,094
Whatever it is, it's disgusting.
310
00:14:36,711 --> 00:14:41,182
[Zola] By a Synthezoid army
completely under my mental control.
311
00:14:41,939 --> 00:14:43,124
Attack!
312
00:14:43,201 --> 00:14:46,089
Okay. Yeah.
We're definitely outnumbered.
313
00:14:49,049 --> 00:14:49,866
[Spider-Man grunts]
314
00:14:50,367 --> 00:14:51,228
[Synthezoid snarls]
315
00:14:51,291 --> 00:14:54,189
Seriously? You're attacking
us with walking mud pies?
316
00:14:54,699 --> 00:14:55,744
[Grunts]
317
00:14:56,471 --> 00:14:57,231
Whoa!
318
00:14:59,311 --> 00:15:00,211
[Grunts]
319
00:15:02,017 --> 00:15:02,900
[Grunts]
320
00:15:03,142 --> 00:15:06,567
I'm not the squeamish type, but these
things are grosser than Venom.
321
00:15:06,958 --> 00:15:08,114
Really, Power Man?
322
00:15:08,189 --> 00:15:08,852
[Grunts]
323
00:15:08,906 --> 00:15:09,813
That was hurtful.
324
00:15:09,878 --> 00:15:12,942
I've got more fire power
than these walking boogers!
325
00:15:18,594 --> 00:15:20,486
Did somebody say "fire power"?
326
00:15:24,326 --> 00:15:25,398
[Grunts]
327
00:15:26,640 --> 00:15:28,045
Told you I modded my suit.
328
00:15:28,861 --> 00:15:31,792
[Zola] Unfortunate,
misguided children,
329
00:15:32,059 --> 00:15:34,584
you cannot defeat my Hydra army.
330
00:15:35,202 --> 00:15:39,038
These artificial constructs
are the perfect soldiers.
331
00:15:39,249 --> 00:15:42,827
Powerful, resilient, expendable,
332
00:15:43,006 --> 00:15:46,254
and completely under my control!
333
00:15:47,994 --> 00:15:49,601
So, to wipe your goons out...
334
00:15:50,336 --> 00:15:51,615
We gotta switch you off.
335
00:15:51,695 --> 00:15:52,511
[Grunts]
336
00:15:53,357 --> 00:15:55,906
Hey, can you switch your face
to the ballgame for a second?
337
00:15:56,081 --> 00:15:57,433
I just want to see the score.
338
00:15:57,984 --> 00:15:58,794
[Grunts]
339
00:15:59,374 --> 00:16:00,645
[Grunts]
340
00:16:01,224 --> 00:16:03,740
[Grunts]
341
00:16:03,874 --> 00:16:05,558
If you won't let go of my fist,
342
00:16:05,729 --> 00:16:07,359
you're gonna be my fist!
343
00:16:07,959 --> 00:16:09,556
[Grunts]
344
00:16:10,147 --> 00:16:10,955
[Snarls]
345
00:16:11,542 --> 00:16:13,386
Nice move, Power Man!
346
00:16:13,619 --> 00:16:15,356
Let me give it a try.
347
00:16:16,062 --> 00:16:17,109
[Snarls]
348
00:16:17,389 --> 00:16:19,165
[Grunts]
349
00:16:19,267 --> 00:16:20,830
[Grunts]
350
00:16:20,923 --> 00:16:22,104
[Snarls]
351
00:16:23,053 --> 00:16:24,116
[Grunts]
352
00:16:25,732 --> 00:16:26,625
[Struggles]
353
00:16:26,689 --> 00:16:28,541
[All struggling]
354
00:16:28,803 --> 00:16:30,313
Enough of this
independent study.
355
00:16:30,404 --> 00:16:32,232
We need to call Fury... Now.
356
00:16:33,343 --> 00:16:34,717
I can't get a signal out.
357
00:16:34,802 --> 00:16:36,547
Zola must be jamming
our comm-links.
358
00:16:36,892 --> 00:16:38,892
Wait.
Try sending a text.
359
00:16:39,256 --> 00:16:41,093
Really?
A text message?
360
00:16:41,352 --> 00:16:42,105
Now?
361
00:16:42,163 --> 00:16:43,538
Just do it.
Trust me.
362
00:16:46,187 --> 00:16:48,367
Sent. But I don't know
if it went through.
363
00:16:48,716 --> 00:16:50,455
[All grunting]
364
00:16:50,556 --> 00:16:51,663
[Spider-man] Yes, it did.
365
00:16:53,258 --> 00:16:54,056
Huh?
366
00:16:54,116 --> 00:16:56,724
Ol' Whizzer's still got
some pep in his step.
367
00:16:56,862 --> 00:16:59,717
And some zing in his ring,
when you kids are texting.
368
00:17:01,069 --> 00:17:02,459
Whizzer...
369
00:17:02,638 --> 00:17:05,663
My Nemesis from the invaders.
370
00:17:05,963 --> 00:17:07,879
You've grown old...
371
00:17:07,987 --> 00:17:11,370
While I remain immortal.
372
00:17:11,741 --> 00:17:15,969
I'm still fit enough to snap your T.V.
antenna like a twig, Zola.
373
00:17:16,904 --> 00:17:17,824
[Grunts]
374
00:17:17,889 --> 00:17:18,842
[Struggles]
375
00:17:18,909 --> 00:17:20,550
Even at your age,
376
00:17:20,647 --> 00:17:22,349
you've never learned.
377
00:17:22,447 --> 00:17:25,436
You can never defeat Hydra!
378
00:17:25,590 --> 00:17:28,407
We will always rise again!
379
00:17:37,031 --> 00:17:40,065
Kids, go for the doohickey
on his noggin.
380
00:17:40,221 --> 00:17:41,841
That's what's
controlling his army.
381
00:17:42,399 --> 00:17:43,883
[All grunting]
382
00:17:43,973 --> 00:17:44,616
[Groans]
383
00:17:44,788 --> 00:17:47,108
[Grunts]
384
00:17:47,335 --> 00:17:48,271
[Both groan]
385
00:17:48,337 --> 00:17:49,957
[Both groan]
[Zola cackles]
386
00:17:50,052 --> 00:17:53,075
You must be slowing down,
Whizzer, mein friend.
387
00:17:53,231 --> 00:17:57,738
If you think I would open myself
to such an obvious attack.
388
00:17:58,288 --> 00:18:01,105
My Hydra army
is more than a match
389
00:18:01,252 --> 00:18:03,217
for your agents of S.H.I.E.L.D..
390
00:18:03,598 --> 00:18:06,536
We will crush your young heroes,
391
00:18:06,703 --> 00:18:09,468
and then I conquer your world!
392
00:18:09,612 --> 00:18:13,113
No one will be left
to interfere!
393
00:18:13,351 --> 00:18:15,420
Interfere?
That's it!
394
00:18:15,723 --> 00:18:17,637
The interference signal
around your armor...
395
00:18:17,774 --> 00:18:20,246
Project it around Zola. It'll
cut him off from his army.
396
00:18:20,378 --> 00:18:21,037
[Grunts]
397
00:18:21,109 --> 00:18:23,817
Just need to reconfigure
a few protocols...
398
00:18:26,196 --> 00:18:26,908
[Gasps]
399
00:18:27,166 --> 00:18:28,306
Was is das?
400
00:18:28,677 --> 00:18:30,166
[Whirring]
401
00:18:36,215 --> 00:18:38,675
You fools!
What have you done?
402
00:18:38,817 --> 00:18:41,285
[Rumbling]
403
00:18:41,430 --> 00:18:42,499
[All gasping]
404
00:18:42,570 --> 00:18:43,376
[Grunts]
405
00:18:43,437 --> 00:18:48,966
Without my control, the raw
Synthezoid material will destabilize!
406
00:18:49,325 --> 00:18:50,461
Uh, guys?
407
00:18:50,677 --> 00:18:51,690
We need to...
408
00:18:53,008 --> 00:18:55,138
Vamoose while
the vamoosing's good?
409
00:18:55,255 --> 00:18:58,914
Not before I close the book
on this blast from the past.
410
00:18:59,603 --> 00:19:00,774
[Groans]
411
00:19:05,154 --> 00:19:06,021
[Rumbling]
412
00:19:06,084 --> 00:19:07,777
[Grunts]
413
00:19:08,188 --> 00:19:09,183
Whizzer!
414
00:19:09,679 --> 00:19:10,571
[Grunts]
415
00:19:11,352 --> 00:19:12,447
[Screams]
416
00:19:13,092 --> 00:19:14,186
[Zola groans]
417
00:19:18,619 --> 00:19:19,447
[Grunts]
418
00:19:20,335 --> 00:19:21,622
[Both grunt]
419
00:19:23,457 --> 00:19:25,420
Mr. Frank?
Whizzer?
420
00:19:25,666 --> 00:19:26,745
Are you all right?
421
00:19:27,937 --> 00:19:28,900
[Groans]
422
00:19:28,967 --> 00:19:29,870
[Chuckles]
423
00:19:30,437 --> 00:19:31,654
He said, "Whizzer."
424
00:19:31,732 --> 00:19:33,311
You saved him, Spidey!
425
00:19:33,611 --> 00:19:35,214
Uh, Spidey?
426
00:19:37,304 --> 00:19:38,622
[Electricity pulsating]
427
00:19:38,705 --> 00:19:40,994
Sorry, Zola.
Your show's canceled.
428
00:19:41,118 --> 00:19:44,767
Since I went dormant,
much has changed in the world.
429
00:19:45,213 --> 00:19:48,737
But I believe
it is still worth conquering.
430
00:19:49,309 --> 00:19:52,316
[In distorted voice]
As you'll see, Spider-Man.
431
00:19:52,471 --> 00:19:55,539
[Cackles]
432
00:19:55,696 --> 00:19:56,807
[Static]
433
00:19:56,881 --> 00:19:57,732
[Powers off]
434
00:19:58,945 --> 00:20:00,516
Tune in whenever you want, Zola.
435
00:20:00,610 --> 00:20:01,621
I'll be here.
436
00:20:02,770 --> 00:20:04,508
Hey, guys, whiz happenin'?
437
00:20:06,261 --> 00:20:08,097
I owe you my life, young man.
438
00:20:08,450 --> 00:20:11,399
Any chance you could repay me by
not telling Fury about all this?
439
00:20:11,551 --> 00:20:13,677
Not telling me about all what?
440
00:20:18,248 --> 00:20:21,676
Want to explain exactly
how Arnim Zola got reactivated
441
00:20:21,856 --> 00:20:23,830
and why you chose
not to report it?
442
00:20:24,336 --> 00:20:27,007
Uh, it was my fault. Just me.
443
00:20:27,385 --> 00:20:30,627
I was sneaking around the archives,
and, well, one thing led to another...
444
00:20:30,791 --> 00:20:32,566
You're supposed
to be my star student,
445
00:20:32,668 --> 00:20:35,440
but it seems you need more
schooling than your classmates.
446
00:20:35,684 --> 00:20:38,164
What? More schooling?
Are you serious?
447
00:20:38,296 --> 00:20:40,787
Everyone here has been riding me
since I set foot in this place!
448
00:20:41,050 --> 00:20:43,027
Because we expect more
out of you.
449
00:20:43,367 --> 00:20:47,010
Becoming ultimate Spider-Man isn't
about privileges and popularity.
450
00:20:47,192 --> 00:20:48,881
It's about setting an example.
451
00:20:49,188 --> 00:20:50,363
With great power...
452
00:20:51,078 --> 00:20:51,767
[Sighs]
453
00:20:52,344 --> 00:20:54,038
Comes great responsibility.
454
00:20:59,276 --> 00:21:01,554
Bio-metric analysis:
Spiderman.
455
00:21:01,678 --> 00:21:03,172
Special clearance revoked.
456
00:21:03,262 --> 00:21:04,961
Hall pass now required.
457
00:21:05,445 --> 00:21:07,718
[Spider-man] But I don't have a...
You're gonna zap me, aren't you?
458
00:21:08,991 --> 00:21:10,183
[Zapping outside]
459
00:21:10,927 --> 00:21:12,405
[Snoring]
460
00:21:12,882 --> 00:21:13,826
[Power Man]
Well...
461
00:21:15,273 --> 00:21:17,569
Look who rejoined the ranks
of the common folk.
462
00:21:17,693 --> 00:21:20,626
Guess that bug-eyed face doesn't
carry any more clout around here.
463
00:21:20,778 --> 00:21:21,720
[Sighs]
464
00:21:22,657 --> 00:21:24,514
Well, no one ever said
school would be easy.
465
00:21:24,866 --> 00:21:25,946
Today was tough.
466
00:21:26,208 --> 00:21:27,326
But tomorrow will be better.
467
00:21:27,400 --> 00:21:28,686
[Drone] Attack. Attack.
468
00:21:28,767 --> 00:21:29,924
Attack. Attack.
469
00:21:30,000 --> 00:21:30,985
Come on!
470
00:21:32,905 --> 00:21:36,612
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