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1
00:00:05,881 --> 00:00:07,591
Lately, whenever I'm hangin'
with my Aunt May,
2
00:00:07,626 --> 00:00:09,468
some villain always shows up.
3
00:00:09,551 --> 00:00:11,220
Then I have to come up with some excuse
4
00:00:11,255 --> 00:00:12,679
to get away and become Spider-Man.
5
00:00:16,642 --> 00:00:18,602
Just remembered,
I left my sunglasses.
6
00:00:18,637 --> 00:00:19,603
Be right back.
7
00:00:21,188 --> 00:00:23,190
Just remembered,
I left my sunglasses.
8
00:00:23,225 --> 00:00:24,483
Be right back.
9
00:00:26,568 --> 00:00:27,653
Just remembered,
10
00:00:27,694 --> 00:00:30,656
I really need to come
up with a better excuse.
11
00:00:30,697 --> 00:00:33,325
But, thankfully, today
has been villain free.
12
00:00:34,159 --> 00:00:36,036
Everything on the menu
looks so good.
13
00:00:36,071 --> 00:00:38,163
I think I'm gonna try the...
14
00:00:44,336 --> 00:00:46,380
That's the unstoppable Juggernaut.
15
00:00:46,755 --> 00:00:48,340
And somebody's gonna
have to stop him.
16
00:00:57,933 --> 00:01:01,937
Drop the money, scuzz-bucket!
Or face the wrath...
17
00:01:02,229 --> 00:01:04,231
of Squirrel Girl.
18
00:01:09,528 --> 00:01:11,405
You gotta be kidding me.
19
00:01:11,655 --> 00:01:13,574
You gotta be kidding me.
20
00:01:13,615 --> 00:01:14,783
I know, right?
21
00:01:14,867 --> 00:01:16,243
Let's get out of here, Aunt May.
22
00:01:19,913 --> 00:01:22,207
You gonna stop me, little girl?
23
00:01:22,249 --> 00:01:23,834
You and what army?
24
00:01:23,869 --> 00:01:25,961
Um, this one.
25
00:01:32,009 --> 00:01:33,177
Tippy toes!
26
00:01:33,677 --> 00:01:34,887
Monkey Joe!
27
00:01:34,928 --> 00:01:36,430
Mr. Lieberman!
28
00:01:36,889 --> 00:01:39,516
Go get that Jugger-nut!
29
00:01:45,397 --> 00:01:47,733
All I see are squirrels!
30
00:01:48,150 --> 00:01:51,737
Horrible, horrible squirrels!
31
00:01:59,119 --> 00:02:00,829
Hold it right there, fuzzy.
32
00:02:00,871 --> 00:02:01,705
Shut up.
33
00:02:01,997 --> 00:02:03,123
Spider-Man?
34
00:02:03,165 --> 00:02:05,792
You're the best at this
"hero who saves the day" stuff.
35
00:02:06,084 --> 00:02:06,668
Oh, oh, oh.
36
00:02:06,710 --> 00:02:09,379
You like how I totally
handled the Juggernaut?
37
00:02:09,713 --> 00:02:11,757
Handled?
You call this "handled?"
38
00:02:12,007 --> 00:02:13,842
You took down Juggy,
but you also
39
00:02:13,877 --> 00:02:15,969
took down a few million bucks
of the city with him.
40
00:02:16,345 --> 00:02:18,764
You might think you're a hero,
but that doesn't make you one.
41
00:02:18,972 --> 00:02:20,182
Course it does.
42
00:02:20,217 --> 00:02:22,518
I'm your friendly
neighborhood Squirrel Girl.
43
00:02:23,268 --> 00:02:24,770
Did you not hear a word I...
44
00:02:24,978 --> 00:02:26,813
Wait, "friendly neighborhood?"
45
00:02:26,848 --> 00:02:28,815
Hey, that's my catchphrase!
46
00:02:30,317 --> 00:02:31,485
Oh, and look at this.
47
00:02:31,735 --> 00:02:33,570
Hero 101, chapter one:
48
00:02:33,605 --> 00:02:35,906
You tie up the bad guy
after you knock him out.
49
00:02:38,617 --> 00:02:39,368
Oh, no.
50
00:02:44,289 --> 00:02:47,668
And of course, the bad guy was
only pretending to be knocked out.
51
00:02:48,001 --> 00:02:50,921
Hero 101, chapter 2, I think.
52
00:03:05,419 --> 00:03:06,378
Alley-oop!
53
00:03:08,630 --> 00:03:10,549
Uh, hold that pose.
54
00:03:10,758 --> 00:03:12,050
And smile.
55
00:03:18,390 --> 00:03:19,433
Not gonna front.
56
00:03:19,600 --> 00:03:22,186
Some of these new heroes
are startin' to wear on me.
57
00:03:22,561 --> 00:03:25,606
Running around with their shiny
new costumes and fancy nicknames.
58
00:03:25,641 --> 00:03:27,733
As if that's what it takes
to be a hero.
59
00:03:27,775 --> 00:03:30,527
Says the teenager in
a red and blue costume.
60
00:03:30,652 --> 00:03:33,405
So you're saying squirrel girl
shouldn't be on the list?
61
00:03:33,447 --> 00:03:35,115
I mean, she has squirrel powers,
62
00:03:35,150 --> 00:03:37,284
but seriously,
"squirrel powers?"
63
00:03:37,451 --> 00:03:38,744
I don't see her makin' it.
64
00:03:38,779 --> 00:03:40,287
Not unless we need nuts
for the winter.
65
00:03:40,322 --> 00:03:42,456
While we're on the subject
of heroes,
66
00:03:42,491 --> 00:03:44,583
there's a new addition
to our list as of today.
67
00:03:44,625 --> 00:03:47,127
You May know him. Amadeus Cho.
68
00:03:48,664 --> 00:03:50,255
Amadeus Cho?
69
00:03:50,290 --> 00:03:52,091
The little know-it-all
who goes to our school?
70
00:03:52,174 --> 00:03:54,593
The same. We arranged
for him to attend midtown,
71
00:03:54,635 --> 00:03:56,095
so we can keep an eye on him.
72
00:03:56,220 --> 00:03:58,180
Now's the time for Spider-Man
to recruit him.
73
00:03:58,222 --> 00:04:00,390
But Cho is only
thirteen years old.
74
00:04:00,425 --> 00:04:02,017
I... he's even worse
than Squirrel Girl.
75
00:04:02,052 --> 00:04:03,393
He doesn't have any powers.
76
00:04:03,428 --> 00:04:04,645
Technically, he does.
77
00:04:04,680 --> 00:04:06,563
His intellect is off the charts.
78
00:04:06,598 --> 00:04:09,066
He's the seventh-smartest
person on the planet.
79
00:04:09,650 --> 00:04:11,860
That doesn't make Amadeus Cho
a superhero.
80
00:04:12,319 --> 00:04:13,445
He's a kid.
81
00:04:14,196 --> 00:04:15,322
He's not that smart.
82
00:04:18,283 --> 00:04:19,410
Gimme some tickets, man.
83
00:04:19,445 --> 00:04:21,328
Hey, I was next!
84
00:04:21,363 --> 00:04:22,579
Yo, make a path!
85
00:04:22,614 --> 00:04:23,580
I want some too!
86
00:04:23,615 --> 00:04:25,040
People need to chill.
87
00:04:25,075 --> 00:04:27,167
They take this raffle
way too seriously.
88
00:04:27,202 --> 00:04:28,460
I know, right?
89
00:04:28,502 --> 00:04:30,504
By the way,
I need to borrow ten bucks.
90
00:04:31,588 --> 00:04:33,465
What? The grand prize
is a dirt bike.
91
00:04:33,757 --> 00:04:35,634
And I needs me a dirt bike.
92
00:04:36,593 --> 00:04:38,095
"Hey, Stan.
93
00:04:38,130 --> 00:04:39,513
"While Coulson's away,
94
00:04:39,548 --> 00:04:41,640
how'd you like to be
acting principle?"
95
00:04:41,675 --> 00:04:43,559
"Oh, would I," I say.
96
00:04:43,594 --> 00:04:46,353
"Congratulations. Now
start fundraising."
97
00:04:46,388 --> 00:04:48,230
Why, I ought to...
98
00:04:48,730 --> 00:04:50,482
Attention, fellow students.
99
00:04:50,816 --> 00:04:52,025
Right this way.
100
00:04:52,192 --> 00:04:54,194
Here to save the fundraiser.
101
00:04:54,611 --> 00:04:55,696
Behold!
102
00:04:55,821 --> 00:04:57,156
The Iron Spider!
103
00:04:57,823 --> 00:04:59,491
I dunno, Parker.
104
00:04:59,526 --> 00:05:00,784
I'm no high-tech honcho,
105
00:05:00,819 --> 00:05:02,619
but it seems like a bad idea
106
00:05:02,654 --> 00:05:04,747
to have Stark tech
out in the open.
107
00:05:04,788 --> 00:05:06,665
Relax, principal Stan.
108
00:05:06,700 --> 00:05:09,376
Iron man made it. Everyone
loves Iron man, right?
109
00:05:09,460 --> 00:05:10,753
Charge one dollar per photo,
110
00:05:10,878 --> 00:05:12,629
we'll have the money raised
before you know it.
111
00:05:13,707 --> 00:05:16,049
Security,
to the bake sale table.
112
00:05:16,216 --> 00:05:18,844
Repeat: Security,
to the bake sale table.
113
00:05:19,344 --> 00:05:20,637
Step right up!
114
00:05:20,672 --> 00:05:22,222
Come one, come all!
115
00:05:22,257 --> 00:05:23,807
Who will be the first
to get a photo
116
00:05:23,842 --> 00:05:25,976
with the eighth wonder
of the modern world?
117
00:05:26,143 --> 00:05:27,686
The Iron Spider!
118
00:05:27,721 --> 00:05:28,729
No way...
119
00:05:28,771 --> 00:05:30,105
Is that the real thing?
120
00:05:30,647 --> 00:05:33,317
Ugh, Amadeus Cho.
121
00:05:33,609 --> 00:05:35,527
Ugh, Peter Parker.
122
00:05:43,911 --> 00:05:44,912
Here's the deal.
123
00:05:45,412 --> 00:05:46,413
Me, Peter Parker.
124
00:05:46,622 --> 00:05:47,706
Huge I.Q.
125
00:05:47,741 --> 00:05:48,791
Number one in math.
126
00:05:48,826 --> 00:05:49,833
Number one in science.
127
00:05:49,868 --> 00:05:51,001
Top student.
128
00:05:51,085 --> 00:05:53,962
Then, transfer
student, Amadeus Cho.
129
00:05:54,588 --> 00:05:55,589
Uncharted I.Q.
130
00:05:55,756 --> 00:05:57,257
Skipped a few grades.
131
00:05:57,292 --> 00:05:58,634
Holds several patents.
132
00:05:58,669 --> 00:06:00,677
Is banned from
all TV game shows.
133
00:06:05,224 --> 00:06:07,142
Now Peter Parker is number two.
134
00:06:07,928 --> 00:06:09,728
Agh! ...In everything.
135
00:06:09,763 --> 00:06:12,397
And now Fury wants me
to recruit him to join S.H.I.E.L.D?
136
00:06:12,648 --> 00:06:13,857
Ugh, great.
137
00:06:15,984 --> 00:06:18,570
Never seen actual Stark tech
in person before.
138
00:06:18,737 --> 00:06:20,322
You know,
I'm Tony's biggest fan.
139
00:06:20,489 --> 00:06:22,616
I've even built tech compatible
with his ARC reactor.
140
00:06:22,658 --> 00:06:24,159
Next-gen theoretical stuff.
141
00:06:24,451 --> 00:06:26,245
Heh, theoretical is cute.
142
00:06:26,286 --> 00:06:27,621
But I've got the real thing.
143
00:06:27,656 --> 00:06:28,831
I know.
144
00:06:28,866 --> 00:06:31,208
With its top-secret
self-charging energy matrix,
145
00:06:31,291 --> 00:06:33,293
and revolutionary tertiary
cooling system,
146
00:06:33,460 --> 00:06:36,338
that armor is priceless.
147
00:06:36,547 --> 00:06:40,634
The teenage prodigy Cho will be a
valuable asset to my operation.
148
00:06:40,669 --> 00:06:44,680
But unguarded Stark tech
is too valuable to pass up.
149
00:06:45,514 --> 00:06:47,433
Maybe you know about the armor,
150
00:06:47,468 --> 00:06:48,809
but I got to bring it to school
151
00:06:48,844 --> 00:06:50,769
because I'm personal
friends with...
152
00:06:50,804 --> 00:06:53,480
Wait for it, Spider-Man.
153
00:06:53,689 --> 00:06:55,691
And you're willing
to admit that in public?
154
00:06:55,726 --> 00:06:57,151
Don't you keep up with the news?
155
00:06:57,359 --> 00:06:59,194
Spider-Man is a menace.
156
00:06:59,361 --> 00:07:00,779
Hold on a second, you little...
157
00:07:00,814 --> 00:07:01,655
Spidey-sense.
158
00:07:04,658 --> 00:07:06,535
Hey, where are you
going with that?
159
00:07:06,570 --> 00:07:08,203
Nick Fury just showed up.
160
00:07:08,238 --> 00:07:09,788
Says it's too dangerous.
161
00:07:09,830 --> 00:07:11,373
You got an issue?
162
00:07:11,408 --> 00:07:14,042
Better take it up with
our stalwart superior.
163
00:07:15,377 --> 00:07:16,920
Oh, I'll take
something up all right.
164
00:07:19,673 --> 00:07:21,759
What is Nick Fury
doing here anyway?
165
00:07:21,794 --> 00:07:22,968
It's not like him to...
166
00:07:23,010 --> 00:07:23,969
Help me! Get me outta here!
167
00:07:24,011 --> 00:07:25,471
Get me outta here!
168
00:07:25,506 --> 00:07:28,640
Help! Help! Get me outta here!
169
00:07:28,675 --> 00:07:30,726
I... I can't get out. Help!
170
00:07:30,761 --> 00:07:33,937
Oh, the ignominious
injustice of it all.
171
00:07:33,972 --> 00:07:36,148
But if you're in here...?
172
00:07:43,197 --> 00:07:44,615
I don't think that's yours.
173
00:07:44,782 --> 00:07:45,699
Outta my way!
174
00:07:45,734 --> 00:07:47,618
I've got a job to do.
175
00:07:47,653 --> 00:07:48,744
Not foolin' me.
176
00:07:54,249 --> 00:07:55,918
Pretty fast for an old guy.
177
00:07:57,836 --> 00:07:59,838
You think you can take me?
178
00:07:59,880 --> 00:08:02,758
You have no idea
who you're dealing with.
179
00:08:06,637 --> 00:08:09,223
This is not your beloved
janitor turned principal.
180
00:08:09,389 --> 00:08:10,015
It's...
181
00:08:18,857 --> 00:08:19,775
Ew.
182
00:08:22,563 --> 00:08:23,862
Taskmaster!
183
00:08:24,613 --> 00:08:27,366
Come back to finally
get your G.E.D., Tasky?
184
00:08:31,703 --> 00:08:34,164
What? I can't get a hello
from my favorite hooded,
185
00:08:34,199 --> 00:08:36,500
armor-stealing
assassin-slash-mercenary?
186
00:08:38,335 --> 00:08:39,044
Ow.
187
00:08:39,211 --> 00:08:40,963
Nice to see you again.
188
00:08:43,882 --> 00:08:45,884
Can't say the feeling's mutual.
189
00:08:47,719 --> 00:08:49,346
Got some new moves to show ya.
190
00:08:50,931 --> 00:08:52,516
Power man! Nova!
191
00:08:54,560 --> 00:08:56,895
Did you really think you
could get the drop on me?
192
00:08:57,563 --> 00:08:59,064
Well, kinda. Yeah.
193
00:08:59,731 --> 00:09:02,985
You can't beat me. I've
studied all your moves.
194
00:09:03,020 --> 00:09:05,320
I know what you're going
to do before you do it.
195
00:09:09,032 --> 00:09:10,075
Spidey sense?
196
00:09:10,159 --> 00:09:11,869
Something other than Taskmaster?
197
00:09:12,035 --> 00:09:12,911
Oh, no.
198
00:09:15,414 --> 00:09:16,915
What in blazes?
199
00:09:35,100 --> 00:09:37,311
Okay, the armor didn't
just come to life.
200
00:09:37,603 --> 00:09:39,021
I mean, unless it did.
201
00:09:39,056 --> 00:09:40,063
Did it?
202
00:09:40,098 --> 00:09:41,482
It's not Spidey.
203
00:09:41,517 --> 00:09:43,692
But whoever it is in there,
they're good.
204
00:09:53,952 --> 00:09:55,120
Now's our chance!
205
00:10:00,084 --> 00:10:00,959
He's gone.
206
00:10:02,628 --> 00:10:04,129
And not that we aren't grateful,
207
00:10:04,164 --> 00:10:06,090
but who's wearing the armor?
208
00:10:14,014 --> 00:10:15,349
Amadeus Cho?!?
209
00:10:15,724 --> 00:10:18,852
So you've heard of me,
Spider-Menace?
210
00:10:18,894 --> 00:10:21,105
Aw, how'd you fit in there,
little guy?
211
00:10:21,140 --> 00:10:22,773
The armor have a booster seat?
212
00:10:22,808 --> 00:10:25,025
Okay, fun time's over, Cho.
213
00:10:25,067 --> 00:10:27,444
Give back the armor before
you hurt yourself.
214
00:10:27,486 --> 00:10:29,196
Back to who? You?
215
00:10:29,405 --> 00:10:30,823
I could be a superhero.
216
00:10:30,858 --> 00:10:33,325
A real hero.
Better than you.
217
00:10:33,700 --> 00:10:35,702
Better than New York's
number one criminal.
218
00:10:35,828 --> 00:10:37,913
I said, give it back!
219
00:10:38,580 --> 00:10:40,374
Get away from me, you menace.
220
00:10:42,167 --> 00:10:44,128
Uh, can we talk about this?
221
00:10:48,846 --> 00:10:49,555
Ow.
222
00:10:50,139 --> 00:10:51,056
All this power.
223
00:10:51,348 --> 00:10:53,434
And now it's in the hands
of a real hero.
224
00:10:53,475 --> 00:10:57,479
Not so fast, you tin-plated toddler.
This is not "finders keepers."
225
00:10:57,521 --> 00:10:58,814
What are you, a little kid?
226
00:10:58,849 --> 00:11:01,775
- Oh, yeah, you are.
- Two Spider-Men?
227
00:11:01,859 --> 00:11:04,320
Two Novas I can get, but two Spideys?
228
00:11:04,528 --> 00:11:05,904
You are not a hero.
229
00:11:06,155 --> 00:11:07,990
And you're definitely
not smarter than me.
230
00:11:09,074 --> 00:11:10,242
Don't have to be.
231
00:11:14,538 --> 00:11:16,707
Hey, guys,
don't rush in or anything.
232
00:11:19,501 --> 00:11:21,337
Whoa!
233
00:11:25,466 --> 00:11:28,802
The intuitive nature of this
tech is beyond brilliant.
234
00:11:33,015 --> 00:11:33,932
Gotcha!
235
00:11:36,101 --> 00:11:38,020
No, I've got you.
236
00:11:41,357 --> 00:11:42,441
Whoa.
237
00:11:42,476 --> 00:11:43,442
How'd you do that?
238
00:11:43,477 --> 00:11:44,943
I May be a kid,
239
00:11:44,978 --> 00:11:46,612
but I'm smart enough to do
things with this armor
240
00:11:46,647 --> 00:11:48,113
that you never dreamed of.
241
00:11:48,148 --> 00:11:50,783
The armor is safer
in my heroic hands.
242
00:11:50,866 --> 00:11:52,076
Enough, Amadeus.
243
00:11:52,111 --> 00:11:53,744
Get your butt outta there!
244
00:11:54,745 --> 00:11:55,579
Whoa!
245
00:12:01,126 --> 00:12:02,711
I told you he was annoying.
246
00:12:03,963 --> 00:12:05,965
Ugh, come on, Spidey.
247
00:12:06,000 --> 00:12:07,967
How could you let
a kid like Cho get away?
248
00:12:08,258 --> 00:12:10,010
And how could Fury expect
me to recruit him?
249
00:12:10,052 --> 00:12:10,970
Web-head?
250
00:12:11,136 --> 00:12:12,763
Are you talking to yourself?
251
00:12:13,097 --> 00:12:15,432
Uh, no. I would never do that.
252
00:12:15,808 --> 00:12:18,143
I'm just majorly ticked
off about the armor.
253
00:12:18,178 --> 00:12:20,771
This is not just about
the armor, is it?
254
00:12:21,105 --> 00:12:22,356
It has nothing to do
with the fact
255
00:12:22,391 --> 00:12:24,108
that everyone thinks Cho
is smarter than me.
256
00:12:24,566 --> 00:12:27,486
Or that he just showed up one day
and pushed me to number two.
257
00:12:27,695 --> 00:12:29,196
Easier there, webs.
258
00:12:29,321 --> 00:12:32,324
We gotta find that runt before
he gets himself seriously hurt.
259
00:12:32,408 --> 00:12:33,367
Not likely.
260
00:12:33,402 --> 00:12:35,327
Did you see how good Cho
was with that armor?
261
00:12:35,536 --> 00:12:37,621
Took him like two seconds
to figure out all the...
262
00:12:37,656 --> 00:12:38,706
So he can work the suit.
263
00:12:38,741 --> 00:12:39,748
That he stole.
264
00:12:39,783 --> 00:12:41,417
That doesn't make him a hero.
265
00:12:41,542 --> 00:12:43,085
Let's fan out and find him.
266
00:12:47,131 --> 00:12:49,675
Check me out. I'm the Iron Cho.
267
00:12:51,051 --> 00:12:52,720
In footage captured today,
268
00:12:52,755 --> 00:12:54,596
We see dangerous Iron Man tech
269
00:12:54,631 --> 00:12:56,515
escape this fool's control.
270
00:12:56,550 --> 00:12:57,725
I know Tony Stark,
271
00:12:57,760 --> 00:13:00,853
and Spider-Man is no Tony Stark.
272
00:13:00,888 --> 00:13:03,939
Jameson is right.
The power of the armor
273
00:13:03,974 --> 00:13:06,567
shouldn't be in the hands
of some wild menace.
274
00:13:06,602 --> 00:13:09,570
It should belong to someone
skilled and brilliant.
275
00:13:09,653 --> 00:13:11,530
Someone like you.
276
00:13:11,572 --> 00:13:12,865
Stay back!
277
00:13:13,157 --> 00:13:15,993
You and I got off
on the wrong foot earlier.
278
00:13:16,028 --> 00:13:18,829
We shouldn't have fought. We
both want the same thing.
279
00:13:18,996 --> 00:13:20,706
You want the armor.
280
00:13:20,741 --> 00:13:21,957
No...
281
00:13:21,992 --> 00:13:24,627
All I wanted was to get
away from Spider-Man.
282
00:13:24,662 --> 00:13:26,378
And you did it for me.
283
00:13:26,754 --> 00:13:28,464
We're on the same side here.
284
00:13:28,589 --> 00:13:32,259
I want you in that armor.
Trust me.
285
00:13:33,135 --> 00:13:34,219
Yoo hoo!
286
00:13:36,722 --> 00:13:40,893
Call me old-fashioned, but I never
trust a guy with a Skull for a face.
287
00:13:48,525 --> 00:13:50,444
Don't let him steal your armor.
288
00:13:51,445 --> 00:13:52,237
Steal?
289
00:13:52,529 --> 00:13:53,530
That's my armor.
290
00:13:54,114 --> 00:13:55,866
Why is this so hard
to understand?
291
00:14:04,208 --> 00:14:05,000
No!
292
00:14:16,220 --> 00:14:17,972
Hold it right there, Taskmaster.
293
00:14:18,007 --> 00:14:19,223
We're on the same team.
294
00:14:19,640 --> 00:14:21,517
Spider-Man is our enemy.
295
00:14:21,684 --> 00:14:23,602
Spider-Man is saving
those people,
296
00:14:23,637 --> 00:14:25,229
and you just tried
to take him out.
297
00:14:25,938 --> 00:14:28,482
I don't have to be a genius to
know whose team I should be on.
298
00:14:28,649 --> 00:14:30,192
I'm disappointed, Cho.
299
00:14:34,738 --> 00:14:36,740
I had high hopes for you
and that armor.
300
00:14:37,116 --> 00:14:39,535
Guess I'll just take the armor.
301
00:14:54,133 --> 00:14:56,093
I don't know what you
just did to him, Tasky,
302
00:14:56,128 --> 00:14:58,095
but how about we call it a day
and you give yourself up.
303
00:15:00,090 --> 00:15:01,098
That can't be good.
304
00:15:04,268 --> 00:15:05,102
Cho?
305
00:15:07,604 --> 00:15:10,691
Heh, sneak attack in the back.
What else you got for me?
306
00:15:11,692 --> 00:15:13,319
Well, okay. Besides that...?
307
00:15:15,922 --> 00:15:17,298
Don't feel bad.
308
00:15:17,423 --> 00:15:20,051
You didn't stand a chance.
Every move you have,
309
00:15:20,134 --> 00:15:22,803
- I can counter.
- You know my moves,
310
00:15:22,887 --> 00:15:24,722
but you don't know
my tech upgrades.
311
00:15:24,757 --> 00:15:25,806
Flash webs!
312
00:15:28,226 --> 00:15:30,436
I have tech upgrades of my own.
313
00:15:39,445 --> 00:15:40,613
Finish him!
314
00:15:43,407 --> 00:15:46,244
Skewering Spidey
is not hero behavior.
315
00:15:47,912 --> 00:15:50,414
You don't stand a chance
against both of us.
316
00:15:51,624 --> 00:15:53,167
You're outnumbered.
317
00:15:53,334 --> 00:15:54,877
Might want to check your math.
318
00:15:57,255 --> 00:15:59,257
Oh, see, now he's
thinking about it.
319
00:15:59,298 --> 00:16:00,675
You can tell because
he's not happy.
320
00:16:00,758 --> 00:16:01,926
Let's make sure.
321
00:16:10,268 --> 00:16:11,269
Come on, Cho.
322
00:16:11,310 --> 00:16:13,354
You can't possibly want
to work with Taskmaster.
323
00:16:13,604 --> 00:16:15,856
Huh? What's happening?
324
00:16:15,940 --> 00:16:18,025
Spider-Man? What's going on?
325
00:16:18,192 --> 00:16:20,236
You're talking.
That's a good sign.
326
00:16:21,112 --> 00:16:23,322
Now how about you stop trying
to take my head off?
327
00:16:23,357 --> 00:16:24,407
I'm not doing it.
328
00:16:24,657 --> 00:16:26,075
I'm not in control of the armor.
329
00:16:26,325 --> 00:16:27,118
What?
330
00:16:27,159 --> 00:16:29,996
Taskmaster uploaded some
automated trojan horse program.
331
00:16:31,080 --> 00:16:32,748
I'm hacking the program, but...
332
00:16:32,999 --> 00:16:34,584
It keeps evolving itself.
333
00:16:35,251 --> 00:16:36,085
Look out!
334
00:16:38,337 --> 00:16:40,214
Calm down. We need
a core interrupt.
335
00:16:40,256 --> 00:16:42,008
But you'd have to be able
to write a multi-function...
336
00:16:42,043 --> 00:16:43,968
Hibernate-suspend program call.
337
00:16:44,003 --> 00:16:46,387
That's... exactly it.
338
00:16:46,512 --> 00:16:47,305
Get on it!
339
00:16:58,107 --> 00:16:59,025
You have talent.
340
00:16:59,358 --> 00:17:02,028
But you just can't stay
out of each other's way.
341
00:17:02,278 --> 00:17:04,614
Sorry, Spidey!
I'm trying to stop it!
342
00:17:04,739 --> 00:17:05,573
Sorry!
343
00:17:05,740 --> 00:17:06,449
Sorry!
344
00:17:06,741 --> 00:17:07,491
Sorry!
345
00:17:08,534 --> 00:17:09,994
No, I'm sorry!
346
00:17:10,369 --> 00:17:11,704
Don't panic, Amadeus.
347
00:17:11,746 --> 00:17:12,622
You got this.
348
00:17:12,788 --> 00:17:14,707
Attempting reboot now.
349
00:17:20,880 --> 00:17:22,924
Systems back online. It worked.
350
00:17:23,090 --> 00:17:23,883
Told ya.
351
00:17:29,013 --> 00:17:30,097
Who's next?
352
00:17:30,264 --> 00:17:32,016
Ooh! Ooh! Us! Us!
353
00:17:32,767 --> 00:17:35,102
No, I control the armor.
354
00:17:35,728 --> 00:17:37,063
Not anymore.
355
00:17:42,944 --> 00:17:45,488
Nice one.
Now let's finish him off!
356
00:17:51,786 --> 00:17:54,747
Aren't prepared for the
double-spider tag-team, are you?
357
00:17:55,081 --> 00:17:56,791
I think we can chalk up
a win here
358
00:17:56,826 --> 00:17:58,459
for the friendly
neighborhood Spider-Men.
359
00:17:58,626 --> 00:18:00,169
What do you say, Tasky?
360
00:18:02,832 --> 00:18:04,924
You actually think you won?
361
00:18:05,091 --> 00:18:06,175
I did.
362
00:18:06,968 --> 00:18:08,010
Until you just said that.
363
00:18:08,045 --> 00:18:10,096
If I can't have the armor,
364
00:18:10,131 --> 00:18:11,681
no one can.
365
00:18:14,850 --> 00:18:16,394
Do I want to know what that was?
366
00:18:16,429 --> 00:18:18,813
Taskmaster's bug is still
inside the armor.
367
00:18:18,854 --> 00:18:20,439
It just set the armor
to overload.
368
00:18:27,154 --> 00:18:28,864
The cooling system is failing!
369
00:18:30,992 --> 00:18:33,578
Power Man can bust him out. Let's
just let the armor blow up.
370
00:18:33,613 --> 00:18:35,496
Except that if that
ARC reactor blows,
371
00:18:35,531 --> 00:18:36,914
it'll take half
of Manhattan with it.
372
00:18:36,949 --> 00:18:39,584
Right... then let's
not do that then.
373
00:18:39,619 --> 00:18:41,002
29 seconds left.
374
00:18:41,037 --> 00:18:42,795
Whatever that bug is doing,
375
00:18:42,830 --> 00:18:44,797
I can't access it through
the armor's interface.
376
00:18:45,965 --> 00:18:47,633
Then I'm gonna have
to rewire it manually.
377
00:18:48,050 --> 00:18:49,427
I'll bring up the schematics.
378
00:18:49,552 --> 00:18:52,013
There's a holo-display? I didn't
even know the armor could do that.
379
00:18:52,048 --> 00:18:53,764
Find the one red wire.
380
00:18:53,931 --> 00:18:56,684
Then cross that one red wire
with any of the blue wires.
381
00:18:57,810 --> 00:19:00,021
The "one" red wire, you said?
382
00:19:00,062 --> 00:19:00,938
Ten seconds.
383
00:19:01,480 --> 00:19:02,523
Nine seconds.
384
00:19:02,732 --> 00:19:04,859
You did say it was
the red wire, right?
385
00:19:04,942 --> 00:19:06,068
Just do it!
386
00:19:14,160 --> 00:19:15,036
Phew!
387
00:19:18,331 --> 00:19:19,123
Uh-oh.
388
00:19:19,158 --> 00:19:21,417
Why is it not shutting down?
389
00:19:22,001 --> 00:19:24,670
Wait, you need to bring
the back-up firewall online.
390
00:19:25,922 --> 00:19:26,714
I see it.
391
00:19:32,428 --> 00:19:34,555
Ha ha! We did it!
392
00:19:35,806 --> 00:19:36,891
You're a genius!
393
00:19:36,926 --> 00:19:38,935
No, you're a genius.
394
00:19:40,186 --> 00:19:42,313
Ow! Ow. Ow. Ow. Ow.
395
00:19:46,234 --> 00:19:48,986
You were right.
This isn't finder's keepers.
396
00:19:53,699 --> 00:19:54,784
You can take it back.
397
00:19:54,819 --> 00:19:56,285
I wasn't meant to wear it.
398
00:19:56,661 --> 00:19:58,955
What? It was like you were
born to wear that armor.
399
00:19:59,163 --> 00:20:00,748
I have to admit,
400
00:20:00,783 --> 00:20:01,832
I couldn't have
done what you did.
401
00:20:01,867 --> 00:20:03,876
You're letting me keep it?
402
00:20:04,210 --> 00:20:06,796
Yeah. I realized two things today.
403
00:20:07,004 --> 00:20:09,173
One, being smart is a power.
404
00:20:09,590 --> 00:20:12,385
Two, being a hero
isn't just about powers.
405
00:20:12,552 --> 00:20:14,637
It's about good choices
and heart.
406
00:20:15,137 --> 00:20:16,556
You've got the armor,
407
00:20:16,591 --> 00:20:18,474
and a solid head-start
on the other two.
408
00:20:19,058 --> 00:20:21,143
So... consider it on loan.
409
00:20:23,980 --> 00:20:26,190
And I think I know the best
place for you to use it.
410
00:20:39,620 --> 00:20:41,706
I can not believe
we're on the Tricarrier.
411
00:20:41,741 --> 00:20:43,082
That's not all, pal.
412
00:20:43,117 --> 00:20:45,876
Iron Spider, meet agent Venom.
413
00:20:47,128 --> 00:20:48,254
Venom used to be a bad guy,
414
00:20:48,289 --> 00:20:51,382
and now he's good and we
both get to join your team?
415
00:20:51,632 --> 00:20:52,758
Not quite.
416
00:20:52,793 --> 00:20:55,887
I'm putting together a new
S.H.I.E.L.D. team of new warriors.
417
00:20:56,012 --> 00:20:57,597
And you two are
the first members.
418
00:20:57,638 --> 00:20:58,639
New warriors?
419
00:20:58,890 --> 00:21:00,933
You mean like the ones
on Taskmaster's list?
420
00:21:01,100 --> 00:21:04,186
What do you mean,
Taskmaster's list?
421
00:21:05,146 --> 00:21:06,981
Your hard work
with Cho paid off.
422
00:21:07,273 --> 00:21:08,900
It's lucky we got to him first.
423
00:21:09,150 --> 00:21:11,360
When Cho reverse-hacked
Taskmaster's tech,
424
00:21:11,777 --> 00:21:13,863
he was able to snag
this off his files.
425
00:21:14,071 --> 00:21:15,197
It's the same list.
426
00:21:15,232 --> 00:21:17,199
The latest version of our list.
427
00:21:17,234 --> 00:21:19,285
The one we put Cho on yesterday.
428
00:21:19,320 --> 00:21:21,162
This means we've been
compromised.
429
00:21:21,197 --> 00:21:23,122
Either somebody at S.H.I.E.L.D.'s
a double agent,
430
00:21:23,157 --> 00:21:25,207
or Taskmaster is in the system.
431
00:21:25,242 --> 00:21:27,960
It's a race now.
Me versus Taskmaster.
432
00:21:28,002 --> 00:21:30,613
And I don't want to know what
happens if I come in second.
433
00:21:33,613 --> 00:21:37,613
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