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1
00:00:02,041 --> 00:00:04,319
So, for once it looks like
things are nice and quiet
2
00:00:04,353 --> 00:00:06,330
for your ol' pal, Spider-man, right?
3
00:00:06,364 --> 00:00:08,406
Wrong. The Goblin.
4
00:00:10,318 --> 00:00:13,601
He's green, mean,
and puts the "super" in super-villain.
5
00:00:13,636 --> 00:00:16,551
Not that I'm surprised.
And... freeze.
6
00:00:16,585 --> 00:00:19,432
I dreaded this day since the
last time I fought the Goblin.
7
00:00:23,388 --> 00:00:26,671
Our dance is far from over, Spider-man.
8
00:00:30,056 --> 00:00:31,429
Unfreeze.
9
00:00:44,601 --> 00:00:46,477
You see, S.H.I.E.L.D.'s satellite feeds
10
00:00:46,511 --> 00:00:48,789
caught the Goblin here
upgrading up his glider tech.
11
00:00:48,824 --> 00:00:50,767
We were sent in to take him out.
12
00:00:55,827 --> 00:00:59,614
Come, come.
You'll have to do better than that.
13
00:00:59,648 --> 00:01:03,467
You heard him, guys.
Let's kick his butt.
14
00:01:03,502 --> 00:01:05,712
Hey. I wish "kicking his
butt" was that simple.
15
00:01:05,747 --> 00:01:07,958
You see, the Goblin is
really Norman Osborn,
16
00:01:07,992 --> 00:01:10,740
the father of my best friend, Harry.
17
00:01:10,775 --> 00:01:13,990
Until his former employee, Doc Ock,
turned him into this...
18
00:01:19,756 --> 00:01:21,253
Here we go.
Whoa-whoa.
19
00:01:24,749 --> 00:01:29,943
Don't tell me you're done already.
I was just getting warmed up.
20
00:01:29,977 --> 00:01:31,752
Go team!
21
00:01:40,700 --> 00:01:42,074
Ring around the Norman.
22
00:01:53,770 --> 00:01:55,143
Uh... we did it?
23
00:02:03,758 --> 00:02:05,968
I ain't complaining,
but that was too easy.
24
00:02:06,003 --> 00:02:08,146
Perhaps his evil chi was not aligned.
25
00:02:08,180 --> 00:02:11,866
I thought we were blowing it,
but I guess a win is a win.
26
00:02:11,901 --> 00:02:15,050
I can't believe you guys.
You're whining about how we won?
27
00:02:18,134 --> 00:02:21,953
- Did we really win?
- Of course we won.
28
00:02:21,987 --> 00:02:24,835
And you know why?
Because we're awesome.
29
00:02:24,870 --> 00:02:27,147
Yeah, I wish I felt the same way.
30
00:02:35,258 --> 00:02:37,578
Yikes.
See?
31
00:02:37,671 --> 00:02:41,443
Why does my spidey sense go off
after we've captured the bad guy?
32
00:02:52,349 --> 00:02:56,201
This is gonna be awkward.
But it's got to be done.
33
00:03:10,670 --> 00:03:13,846
I guess you saw what happend on news.
You know, with your father.
34
00:03:13,881 --> 00:03:16,023
I get this is a tough time for you.
35
00:03:16,058 --> 00:03:18,771
All I know is that
my dad is really sick,
36
00:03:18,806 --> 00:03:20,012
and no one's trying to help him.
37
00:03:20,046 --> 00:03:22,626
All you did was bust him
and throw him in jail.
38
00:03:22,661 --> 00:03:25,808
Listen, I promised you I would
do everything I could to save him,
39
00:03:25,844 --> 00:03:30,508
- and that's exactly what I'm doing.
- Oh, yeah? How?
40
00:03:31,776 --> 00:03:33,685
Yeah. Good question.
41
00:03:36,906 --> 00:03:38,882
So how're we gonna help Norman?
42
00:03:38,917 --> 00:03:40,089
Help him?
43
00:03:40,123 --> 00:03:43,038
The Goblin is one of the most
dangerous men on the planet.
44
00:03:43,073 --> 00:03:46,255
We're putting him in solitary
confinement on our lunar base.
45
00:03:46,290 --> 00:03:49,841
You're gonna put him on the Moon?
That's your solution?
46
00:03:49,875 --> 00:03:52,221
My solution is to keep
the population safe
47
00:03:52,255 --> 00:03:53,896
from an uncontrollable maniac.
48
00:03:53,930 --> 00:03:57,248
Maniac? C'mon, it's the
serum that's making him crazy.
49
00:03:57,282 --> 00:04:01,906
That may be, but my top priority
is keeping him contained.
50
00:04:01,940 --> 00:04:04,922
No. Top priority has
to be figuring out a way
51
00:04:04,956 --> 00:04:08,909
to change the Goblin
back to Norman Osborn.
52
00:04:08,944 --> 00:04:11,892
Look, I know you've got
a personal stake in this,
53
00:04:11,926 --> 00:04:13,233
but he's too far gone.
54
00:04:13,267 --> 00:04:15,142
It's just too much of a risk.
55
00:04:15,177 --> 00:04:17,187
Maybe when he's secure on the Moon,
56
00:04:17,221 --> 00:04:20,303
- we can try to find a cure.
- Fine.
57
00:04:20,337 --> 00:04:24,190
If you won't help me, then
I'll find someone who can.
58
00:04:34,413 --> 00:04:37,428
Go forth, little symbiote.
59
00:04:45,170 --> 00:04:48,085
Sorry to interrupt...
whatever weird thing you were doing,
60
00:04:48,119 --> 00:04:50,532
- but I need your help.
- My help?
61
00:04:50,566 --> 00:04:53,279
And why would you need
my help, Spider-man?
62
00:04:57,503 --> 00:04:59,144
Because no one around knows more
63
00:04:59,178 --> 00:05:01,524
about Norman Osborn's little
"Goblin problem" than you.
64
00:05:01,558 --> 00:05:04,204
After all, you did
this to him, didn't you?
65
00:05:04,239 --> 00:05:05,578
That is true.
66
00:05:05,613 --> 00:05:08,494
I am the only person
with the mental capacity
67
00:05:08,529 --> 00:05:12,181
to grasp the true nature
of his Goblin problem.
68
00:05:12,215 --> 00:05:14,493
Look, if you're gonna be
all super-villain cryptic,
69
00:05:14,527 --> 00:05:17,509
I might as well walk down the hall
and just ask the Goblin myself.
70
00:05:17,543 --> 00:05:21,229
Wait.
The Goblin is on the tri-carrier?
71
00:05:21,263 --> 00:05:24,211
Are you people insane?
I need my arms!
72
00:05:25,753 --> 00:05:30,679
Venom symbiote aggression
level at seven point five.
73
00:05:47,670 --> 00:05:49,479
Huh?
74
00:05:53,435 --> 00:05:57,724
Alert. Alert.
Lab 52 security breach.
75
00:05:57,758 --> 00:06:00,539
Initiate space-carrier
separation sequence.
76
00:06:00,573 --> 00:06:04,593
- Take this ship into orbit.
- That's not good.
77
00:06:11,765 --> 00:06:15,519
- I'll be back.
- Wait! Don't leave me in here.
78
00:06:19,440 --> 00:06:20,545
Uh, that doesn't sound good.
79
00:06:24,735 --> 00:06:27,449
No. No.
Stay back, Spider-man.
80
00:06:31,974 --> 00:06:34,955
Oh, no! Venom.
Huh?
81
00:06:36,424 --> 00:06:38,431
Make that Venoms.
82
00:06:43,568 --> 00:06:44,976
Whoa.
83
00:06:45,010 --> 00:06:47,020
I can't go all super-spidey on 'em.
84
00:06:47,055 --> 00:06:50,003
It's not Venom. It's
people infected by Venom.
85
00:06:50,037 --> 00:06:51,913
People that I work with.
86
00:06:54,627 --> 00:06:56,637
Come on, guys. Follow me.
87
00:07:09,642 --> 00:07:12,054
See ya.
Wouldn't wanna be ya.
88
00:07:14,066 --> 00:07:17,786
Thankfully, these S.H.I.E.L.D.
agents are good but not that good.
89
00:07:17,821 --> 00:07:19,024
I'm lucky it isn't someone like...
90
00:07:20,064 --> 00:07:21,705
Coulson?
91
00:07:21,740 --> 00:07:25,861
Spider-man.
Don't let the symbiote get...
92
00:07:29,749 --> 00:07:31,759
Heh. I hate to say something
nice about you, Coulson,
93
00:07:31,793 --> 00:07:34,708
but you're pretty tough.
Whoa.
94
00:07:34,742 --> 00:07:37,791
A high school principal that's
also a top level S.H.I.E.L.D. agent.
95
00:07:48,984 --> 00:07:50,224
This isn't gonna be easy.
96
00:07:50,258 --> 00:07:54,735
I need to take him out without
hurting him. I need a distraction...
97
00:07:56,388 --> 00:08:00,308
Coulson, either stand
down, or I'll take you down.
98
00:08:00,543 --> 00:08:04,262
Right on. Now, let him attack me.
99
00:08:04,296 --> 00:08:07,043
- Let him attack you?
- Trust me.
100
00:08:10,160 --> 00:08:13,142
Hey, Coulson, your
momma sews smelly socks.
101
00:08:19,512 --> 00:08:22,423
Nick!
I thought for sure you'd been...
102
00:08:24,403 --> 00:08:26,413
turned into my worst nightmare.
103
00:08:26,448 --> 00:08:30,134
I wish it was a nightmare
'cause then I could just wake up.
104
00:08:31,816 --> 00:08:36,457
I'd rather prefer Fury run my life
instead of trying to end it.
105
00:08:44,199 --> 00:08:46,510
So Fury's taught me a lot of
things since I joined S.H.I.E.L.D.
106
00:08:53,583 --> 00:08:56,296
But the one thing Fury never taught me,
107
00:08:58,475 --> 00:09:00,284
was how to defeat Nick Fury.
108
00:09:02,262 --> 00:09:04,206
Agent, double up the
security on the Goblin.
109
00:09:04,240 --> 00:09:05,444
I don't want...
110
00:09:16,739 --> 00:09:18,749
Well done.
111
00:09:30,614 --> 00:09:32,557
Excellent.
112
00:09:42,577 --> 00:09:44,822
Do not forget your purpose.
113
00:09:44,856 --> 00:09:48,508
You have freed your new master.
114
00:09:48,543 --> 00:09:49,916
Master.
115
00:09:57,692 --> 00:09:58,931
So, yeah,
116
00:09:58,966 --> 00:10:00,975
fighting Nick Fury when not
taken over by evil sludge
117
00:10:01,009 --> 00:10:03,890
would be tough enough,
but this is impossible.
118
00:10:15,654 --> 00:10:17,865
Come on, Nick.
I need your help here.
119
00:10:17,900 --> 00:10:19,072
I can't do this without you.
120
00:10:19,106 --> 00:10:20,882
Taser webs, hoo-hah.
121
00:10:20,916 --> 00:10:22,892
Taser webs.
Thanks, Mini Nicky.
122
00:10:22,926 --> 00:10:24,701
Oop, gotta go.
123
00:10:33,850 --> 00:10:36,799
There he is.
C'mon, Fury. Fight it.
124
00:10:40,051 --> 00:10:42,780
It's not enough energy.
Now what?
125
00:10:44,206 --> 00:10:45,914
Just for the record,
126
00:10:45,949 --> 00:10:48,193
this is going to hurt me a
lot more than it hurts him,
127
00:10:48,228 --> 00:10:50,841
and it's really going to hurt him.
128
00:10:57,209 --> 00:10:59,956
Don't let up.
129
00:10:59,990 --> 00:11:03,140
It's the only way...
to keep it off me.
130
00:11:05,085 --> 00:11:07,337
Uh-oh.
131
00:11:09,273 --> 00:11:11,787
Okay, guess it's gonna take
a little more than that.
132
00:11:11,821 --> 00:11:14,396
Time for plan B.
133
00:11:23,918 --> 00:11:26,029
Get off me, you diseased maniac.
134
00:11:26,064 --> 00:11:30,117
Is that your professional
opinion, Doctor?
135
00:11:32,933 --> 00:11:37,926
You will finally pay for
what you have done to me.
136
00:11:39,199 --> 00:11:43,355
You can run, but you
can't hide, Octavius.
137
00:11:48,282 --> 00:11:50,224
Remember this little piece of hardware?
138
00:11:52,336 --> 00:11:53,475
Here goes nothing.
139
00:12:01,284 --> 00:12:04,233
That's right.
It's your friendly neighborhood,
140
00:12:04,234 --> 00:12:07,215
fully-armored, teched out,
kick-butt Iron Spider.
141
00:12:07,249 --> 00:12:08,354
Time to save the day.
142
00:12:12,410 --> 00:12:14,488
I will have my revenge
143
00:12:14,522 --> 00:12:17,369
on everyone who has wronged me,
144
00:12:17,403 --> 00:12:20,152
including you.
145
00:12:26,452 --> 00:12:28,328
Attention, all S.H.I.E.L.D. personnel.
146
00:12:28,396 --> 00:12:31,377
Tri-carrier security systems
have been compromised.
147
00:12:31,413 --> 00:12:35,265
Automated self-destruction jailsafe
sequence has been initiated.
148
00:12:35,299 --> 00:12:37,644
Oh, great.
How much worse can it get?
149
00:12:43,276 --> 00:12:45,184
Please, I need my arms.
150
00:12:45,219 --> 00:12:48,139
Working on it. But you still
need to do something for me.
151
00:12:48,174 --> 00:12:49,103
Anything.
152
00:12:49,138 --> 00:12:51,351
I need a lab flunky to help
me whip up a Venom antidote,
153
00:12:51,385 --> 00:12:52,390
and you've been elected.
154
00:12:52,425 --> 00:12:56,277
Lab assistant?
I can easily produce my own formula.
155
00:12:56,311 --> 00:12:58,421
Whatever. Let's move it.
156
00:13:00,014 --> 00:13:02,862
Time to get serious.
157
00:13:06,650 --> 00:13:09,967
Come. Join me.
158
00:13:18,948 --> 00:13:20,724
Ah, there they are.
159
00:13:20,758 --> 00:13:22,869
Okay, but if I see
you doing your typical
160
00:13:22,903 --> 00:13:24,544
super-villain shtick with 'em,
161
00:13:24,579 --> 00:13:25,918
I'll send you back and
feed you to the Goblin.
162
00:13:36,777 --> 00:13:38,687
Yuck.
163
00:13:38,721 --> 00:13:40,865
Never mind the family
reunion. Let's get to work.
164
00:13:40,899 --> 00:13:44,651
This is very difficult
and delicate work.
165
00:13:44,686 --> 00:13:47,735
I am most likely the only person alive
166
00:13:47,769 --> 00:13:49,713
who could perform this procedure.
167
00:13:49,747 --> 00:13:52,694
- Now where is the...
- You mean this?
168
00:13:52,729 --> 00:13:55,878
Yes, that exactly.
As I was saying,
169
00:13:55,913 --> 00:13:57,856
the precise chemical
combination that will...
170
00:13:57,890 --> 00:13:58,929
You'll need some of this, too.
171
00:13:58,963 --> 00:14:03,787
Yes. Very good, Spider-man.
I am surprised at your ability.
172
00:14:03,821 --> 00:14:07,875
You are quite adequate...
as an assistant, that is.
173
00:14:07,910 --> 00:14:10,054
Did he just call me an assistant?
174
00:14:12,869 --> 00:14:16,823
Spi-gor.
Bring me the secret formula.
175
00:14:16,858 --> 00:14:18,164
Yes, master.
176
00:14:18,198 --> 00:14:20,945
Yeah, right.
Hey, I told you.
177
00:14:20,980 --> 00:14:22,922
I've actually produced
my own Anti-Venom before.
178
00:14:22,956 --> 00:14:25,838
A valiant effort, I'm sure.
179
00:14:25,872 --> 00:14:28,988
But this is different.
The Goblin is different.
180
00:14:29,023 --> 00:14:31,301
True brilliance is what is needed here.
181
00:14:31,335 --> 00:14:33,010
What a team, huh?
182
00:14:40,115 --> 00:14:43,935
There is your enemy.
Destroy him first.
183
00:14:43,969 --> 00:14:46,046
Someone just put the "I" in "team."
184
00:14:51,274 --> 00:14:54,121
Look at what I have become.
185
00:14:54,155 --> 00:14:57,170
I really liked him better when he
was good ol' stormin' Norman....
186
00:14:57,205 --> 00:15:00,254
Keep him occupied while
I finish the Anti-Venom.
187
00:15:00,288 --> 00:15:03,370
Why do I always have to keep the
giant, evil, super-creature occupied?
188
00:15:08,531 --> 00:15:12,150
Bond the free radicals.
Start chain reaction.
189
00:15:12,184 --> 00:15:13,491
Rearrangement sequence.
190
00:15:24,685 --> 00:15:29,241
Anti-catalyst cell infusion.
I'm trying to work!
191
00:15:29,275 --> 00:15:30,682
I'm not on recess, you know.
192
00:15:30,717 --> 00:15:36,414
- Well, your time is up, Spider.
- If you say so.
193
00:15:40,602 --> 00:15:42,479
Tag, green goopy-goop.
You're it.
194
00:15:45,563 --> 00:15:49,382
Six grams, yes.
Initiate formula synthesis.
195
00:15:59,572 --> 00:16:02,686
- Are we close?
- Genius cannot be rushed.
196
00:16:02,720 --> 00:16:04,396
Attention.
197
00:16:04,430 --> 00:16:07,378
Tri-carrier self-destruct
sequence countdown has begun...
198
00:16:07,413 --> 00:16:09,691
Huh?
199
00:16:09,726 --> 00:16:12,439
Oh-oh.
The clock's ticking.
200
00:16:13,646 --> 00:16:16,561
Gotta lead him back to the lab.
201
00:16:16,595 --> 00:16:18,572
Hopefully Ock will be ready.
202
00:16:26,448 --> 00:16:28,759
End of the line, hero.
203
00:16:28,794 --> 00:16:33,552
Now I am ultimate power incarnate.
204
00:16:35,898 --> 00:16:38,544
Hey, Doc. I'm running
out of running room.
205
00:16:38,579 --> 00:16:41,829
I'm almost done.
Just one last thing.
206
00:16:41,864 --> 00:16:44,913
- You need to synthesize it.
- I know!
207
00:16:49,806 --> 00:16:51,882
Done. Now, where are you?
208
00:17:04,853 --> 00:17:06,662
Doc. Release it now.
209
00:17:08,908 --> 00:17:13,029
You. You're nothing.
Give me that.
210
00:17:13,063 --> 00:17:14,940
No.
211
00:17:14,974 --> 00:17:16,783
Nuh-uh, Ock.
212
00:17:16,817 --> 00:17:18,826
You're gonna have to share
your toys with everybody.
213
00:17:42,252 --> 00:17:44,095
Mr. Osborn.
214
00:17:45,034 --> 00:17:49,893
- It worked all around.
- Just remember, you wanted this,
215
00:17:49,927 --> 00:17:53,209
but the consequences of
separating Venom from its host...
216
00:17:53,245 --> 00:17:57,063
- I'd prefer not to be around for them.
- We've still got a ship to save.
217
00:17:57,099 --> 00:18:01,287
Cured or not, they can all burn
when this craft destroys itself.
218
00:18:01,321 --> 00:18:03,832
Goodbye, Spider-man.
219
00:18:11,241 --> 00:18:14,222
Okay, what did he
mean by "consequences"?
220
00:18:14,257 --> 00:18:18,176
Spider-man...
what's happening?
221
00:18:21,060 --> 00:18:23,070
Should've gone to the
bathroom before I suited up.
222
00:18:23,104 --> 00:18:25,951
Wait. That's it.
Go to the bathroom.
223
00:18:25,986 --> 00:18:30,140
Computer, open airlock
JP-12 and flush the main lab.
224
00:18:56,449 --> 00:18:58,257
I can't take much more of this.
225
00:18:59,498 --> 00:19:02,379
My armor's taking too much damage.
226
00:19:04,358 --> 00:19:06,300
What? Not now.
227
00:19:09,518 --> 00:19:11,394
I got one chance to get this right.
228
00:19:11,428 --> 00:19:13,405
Gonna fire everything at once.
229
00:19:14,545 --> 00:19:16,354
I really hope this works.
230
00:19:25,168 --> 00:19:27,380
Uh-oh.
231
00:19:27,414 --> 00:19:29,391
I did it. I'm the man.
232
00:19:29,425 --> 00:19:31,401
Alert. Alert.
233
00:19:31,435 --> 00:19:35,321
Tri-carrier will
self-destruct in five seconds. Four.
234
00:19:35,356 --> 00:19:37,366
You gotta be kidding me.
Come on.
235
00:19:37,400 --> 00:19:38,606
- Two...
- I give up.
236
00:19:38,641 --> 00:19:41,287
Not today.
237
00:19:41,321 --> 00:19:44,604
Automated self-destruct sequence
aborted. Have a nice day.
238
00:19:44,638 --> 00:19:48,559
That automation's a little
too sensitive for my tastes.
239
00:19:48,594 --> 00:19:51,509
Hey, Fury,
can someone plug in my suit?
240
00:19:51,543 --> 00:19:53,519
Battery's low.
241
00:20:00,624 --> 00:20:02,501
What do you want?
242
00:20:02,535 --> 00:20:04,410
I... uh, I got some news about your dad.
243
00:20:04,444 --> 00:20:07,359
- You what?
- I said I would do everything I could
244
00:20:07,393 --> 00:20:08,666
to help him, and that's what I'm doing.
245
00:20:08,701 --> 00:20:12,788
Take me to where my father is...
wherever he is.
246
00:20:12,823 --> 00:20:15,737
I am sorry, Harry, I can't do that.
247
00:20:15,771 --> 00:20:19,356
But for now,
I can at least show you how he's doing.
248
00:20:19,392 --> 00:20:21,736
Is he...
is he okay?
249
00:20:21,771 --> 00:20:23,646
He still needs a lot of recovery time,
250
00:20:23,682 --> 00:20:25,690
but he should be all right.
251
00:20:25,725 --> 00:20:27,835
You'll be with him soon.
I promise.
252
00:20:27,869 --> 00:20:30,650
I'll believe that when it happens.
253
00:20:30,685 --> 00:20:33,734
Everything's changed now.
254
00:20:33,768 --> 00:20:35,643
Feels like it'll never be like it was.
255
00:20:38,493 --> 00:20:41,958
But maybe he's right.
Maybe everything has changed.
256
00:20:42,984 --> 00:20:44,894
There's lots of damage,
257
00:20:44,928 --> 00:20:47,842
but we'll get the ship
back into shape in no time.
258
00:20:47,876 --> 00:20:50,958
Lately we've had lots of practice
putting this thing back together.
259
00:20:50,993 --> 00:20:54,579
Um, not to rain on your parade,
260
00:20:54,613 --> 00:20:56,924
but do we have any idea
what happened to Doc Ock?
261
00:20:56,959 --> 00:20:59,571
Last I saw, he'd hopped
in an escape pod...
262
00:20:59,606 --> 00:21:02,990
Our tracking systems lost him
somewhere over North America...
263
00:21:03,024 --> 00:21:05,804
Oh, great.
It never stops, does it?
264
00:21:05,839 --> 00:21:08,820
You did a great job, kid.
You saved the day.
265
00:21:08,855 --> 00:21:11,102
Really?
Doesn't feel like it.
266
00:21:11,137 --> 00:21:14,786
You single-handedly took on
Venom and the Goblin and won.
267
00:21:14,820 --> 00:21:18,942
But even more importantly,
the thing that I'm even more proud of...
268
00:21:18,977 --> 00:21:20,951
is you didn't give up on a friend.
269
00:21:20,987 --> 00:21:23,867
When everyone else gave
up on Norman, including me,
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00:21:23,902 --> 00:21:25,677
you stuck to your guns to help him.
271
00:21:25,712 --> 00:21:28,626
Now that's being a hero.
272
00:21:28,662 --> 00:21:31,843
So...
we won this time, right?
273
00:21:31,845 --> 00:21:34,625
Yeah.
This time we did.
274
00:21:35,732 --> 00:21:37,005
Okay. I'll take it.
275
00:21:40,005 --> 00:21:44,005
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