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1
00:00:04,922 --> 00:00:06,632
SPIDER-MAN: Hey, there, remember me?
2
00:00:09,510 --> 00:00:10,928
You tried to take over the world,
3
00:00:11,053 --> 00:00:12,054
I crushed your plans.
4
00:00:12,054 --> 00:00:14,056
It's kind of what I do. Ahhh!
5
00:00:15,390 --> 00:00:17,142
First Vulture, now Electro?
6
00:00:17,434 --> 00:00:18,644
{\an8}Did you guys carpool?
7
00:00:27,694 --> 00:00:30,989
SPIDER-MAN: Is it just me,
or is there no spark between us anymore?
8
00:00:34,284 --> 00:00:37,037
{\an8}Is this some kind of a villain
flash mob or something?
9
00:00:37,204 --> 00:00:39,122
{\an8}I can learn the moves
if you go slow.
10
00:00:41,208 --> 00:00:42,751
SPIDER-MAN: Sandman, now Venom?
11
00:00:43,001 --> 00:00:45,379
This is a pretty
essential "Worst Of" playlist.
12
00:00:50,425 --> 00:00:51,677
Okay...
13
00:00:52,427 --> 00:00:53,679
didn't see that coming.
14
00:00:54,137 --> 00:00:55,722
Yeah, me either.
15
00:00:56,014 --> 00:00:58,392
I guess the system
still has a few bugs.
16
00:00:58,392 --> 00:01:01,937
Yeah, it definitely has one big bug. Me.
17
00:01:03,438 --> 00:01:04,690
'Cause I'm a bug?
18
00:01:04,982 --> 00:01:05,983
"Spider-Man."
19
00:01:06,233 --> 00:01:08,610
You know, when we all used our powers
20
00:01:08,610 --> 00:01:09,778
to test Horizon's new
21
00:01:09,903 --> 00:01:11,530
hard-light hologram training room,
22
00:01:11,530 --> 00:01:14,032
we somehow managed
to do it without the bad jokes.
23
00:01:15,284 --> 00:01:16,994
- Ouch.
- Guys, we gotta run.
24
00:01:17,202 --> 00:01:18,328
Bus leaves in five.
25
00:01:18,328 --> 00:01:19,413
Thanks, Spidey.
26
00:01:19,663 --> 00:01:21,790
You've given us all kinds
of valuable data.
27
00:01:25,002 --> 00:01:28,005
Once we get it working,
the city's emergency response teams
28
00:01:28,005 --> 00:01:29,965
are gonna love
training with this thing.
29
00:01:29,965 --> 00:01:31,800
Where are you guys rushing off to?
30
00:01:32,217 --> 00:01:33,343
Weeklong college tour?
31
00:01:33,844 --> 00:01:35,846
Don't tell me
you forgot to sign up, Pete.
32
00:01:36,013 --> 00:01:38,807
If you hurry, maybe Max
can squeeze you onto the list.
33
00:01:38,807 --> 00:01:40,642
- Maybe.
- SPIDER-MAN: Oh, man.
34
00:01:40,642 --> 00:01:42,603
Where's a phone booth
when you need one?
35
00:01:42,603 --> 00:01:44,521
What's a phone booth?
36
00:01:44,521 --> 00:01:45,814
Oh, hey, I gotta run.
37
00:01:46,398 --> 00:01:47,608
I can't believe I forgot
38
00:01:47,608 --> 00:01:49,109
to sign up for the college tour.
39
00:01:49,318 --> 00:01:50,944
Between high school
and Spider-Man,
40
00:01:51,153 --> 00:01:53,447
I haven't had a second
to think about my future.
41
00:01:54,323 --> 00:01:56,867
I just need to get out
of this costume and find...
42
00:01:56,867 --> 00:01:58,076
Max?
43
00:01:58,368 --> 00:02:00,954
That's weird.
No one's supposed to be in this wing
44
00:02:00,954 --> 00:02:02,039
while it's being rebuilt.
45
00:02:02,456 --> 00:02:03,707
Hey, Max, sorry to bother you,
46
00:02:03,707 --> 00:02:06,210
but there's this
college tour, and...
47
00:02:06,210 --> 00:02:08,462
The Venom symbiote?
Max, no!
48
00:02:20,224 --> 00:02:21,266
Don't freak out.
49
00:02:21,266 --> 00:02:22,893
I'm gonna get you out of this thing.
50
00:02:23,018 --> 00:02:24,436
Somehow. Uh...
51
00:02:24,436 --> 00:02:26,271
- Pete? How'd you get in here?
- Huh?
52
00:02:26,438 --> 00:02:27,439
Bigger question.
53
00:02:27,648 --> 00:02:29,399
How are you controlling the V-252?
54
00:02:29,733 --> 00:02:30,984
Are you working with it?
55
00:02:30,984 --> 00:02:32,736
You swore you'd
never touch it again.
56
00:02:32,736 --> 00:02:35,072
Oh, this isn't the original symbiote.
57
00:02:35,239 --> 00:02:37,950
It's a synthetic copy
that works just like it.
58
00:02:37,950 --> 00:02:40,285
It can be controlled
by its host's mind,
59
00:02:40,285 --> 00:02:42,079
and based on my tests so far,
60
00:02:42,079 --> 00:02:44,581
this version appears
to be perfectly safe.
61
00:02:45,249 --> 00:02:47,334
A safe Venom symbiote?
62
00:02:47,835 --> 00:02:49,127
I'm skeptical.
63
00:02:49,628 --> 00:02:51,505
After Venom was defeated,
64
00:02:51,505 --> 00:02:53,465
I was able to gather
a tiny sample
65
00:02:53,465 --> 00:02:55,259
of the original alien symbiote,
66
00:02:55,425 --> 00:02:57,386
keeping it under heavy security,
67
00:02:57,553 --> 00:03:00,097
which has enabled me
to do this:
68
00:03:00,806 --> 00:03:03,100
replicate it on a cellular level.
69
00:03:03,475 --> 00:03:05,727
But unlike the original V-252,
70
00:03:05,727 --> 00:03:08,856
this new substance isn't alive.
71
00:03:09,106 --> 00:03:11,942
Remember my dream of using it
to revolutionize the world?
72
00:03:11,942 --> 00:03:14,486
Prosthetic limbs,
fire containment.
73
00:03:14,820 --> 00:03:16,196
I gave it up
when we discovered
74
00:03:16,196 --> 00:03:18,323
the V-252 was a living organism.
75
00:03:18,740 --> 00:03:19,741
But now?
76
00:03:20,075 --> 00:03:21,577
Now I've reached the breakthrough
77
00:03:21,577 --> 00:03:23,203
I've been struggling to achieve.
78
00:03:23,745 --> 00:03:25,831
Yeah, but are you sure
it's safe?
79
00:03:26,248 --> 00:03:27,916
We still know so little about Venom.
80
00:03:28,125 --> 00:03:30,544
We don't even know
why it came to Earth in the first place.
81
00:03:31,378 --> 00:03:32,713
Anything could go wrong.
82
00:03:33,297 --> 00:03:36,341
I agree. That's why
I'm using myself as the subject.
83
00:03:36,633 --> 00:03:38,635
I've been running
intense testing on it.
84
00:03:38,886 --> 00:03:40,012
In secret,
85
00:03:40,429 --> 00:03:42,389
around hundreds
of innocent students.
86
00:03:44,016 --> 00:03:46,643
My reasons for this are personal.
87
00:03:47,686 --> 00:03:50,314
Have you ever had
something so important to you,
88
00:03:50,314 --> 00:03:51,982
that you could never
give up on it?
89
00:03:52,232 --> 00:03:53,358
No matter what?
90
00:03:54,234 --> 00:03:56,195
I will go public with this
91
00:03:56,195 --> 00:03:58,238
after I prove
it's completely safe.
92
00:03:58,697 --> 00:04:01,450
In fact, I need help
finishing the testing,
93
00:04:01,450 --> 00:04:04,244
and I can't think
of a better assistant than you, Pete.
94
00:04:04,244 --> 00:04:05,495
Me?
95
00:04:05,495 --> 00:04:07,623
Uh, I don't know, Max.
96
00:04:09,291 --> 00:04:10,792
Oh, shoot. I forgot.
97
00:04:11,084 --> 00:04:13,420
We have a tour
for a new student scheduled right now.
98
00:04:13,921 --> 00:04:16,715
It's gonna take me
a while to safely close up this lab.
99
00:04:17,299 --> 00:04:18,884
Any chance you can handle the tour?
100
00:04:19,384 --> 00:04:21,303
Well, since I missed
the college bus,
101
00:04:21,637 --> 00:04:22,846
sure.
102
00:04:23,430 --> 00:04:24,806
SPIDER-MAN:
Who's the new student?
103
00:04:26,892 --> 00:04:29,436
Whoa, Park Peterson?
104
00:04:29,603 --> 00:04:31,396
You go here?
105
00:04:31,396 --> 00:04:33,190
Hello again, Grady Scraps.
106
00:04:33,440 --> 00:04:34,858
Looks like I'm your tour guide.
107
00:04:35,150 --> 00:04:36,985
And it's, uh, Peter Parker.
108
00:04:36,985 --> 00:04:38,195
Mmm, nope.
109
00:04:38,362 --> 00:04:40,572
When we met at
the Bilderberg Academy,
110
00:04:40,572 --> 00:04:43,075
you said your name
was Park Peterson.
111
00:04:43,075 --> 00:04:44,284
Fact.
112
00:04:44,284 --> 00:04:45,911
That is so me.
113
00:04:46,203 --> 00:04:47,538
I'm fun like that.
114
00:04:48,372 --> 00:04:51,208
- So you're at Horizon High now.
- Yeah.
115
00:04:51,208 --> 00:04:53,126
It was such a bummer
when we all learned
116
00:04:53,126 --> 00:04:57,464
Bilderberg was a front
for AIM, that evil science organization.
117
00:04:57,673 --> 00:05:00,217
So, you know,
I was just doing some home schooling,
118
00:05:00,217 --> 00:05:02,678
but my parents, uh, firmly suggested
119
00:05:02,678 --> 00:05:04,346
I find a new place to study.
120
00:05:04,888 --> 00:05:07,808
I see you ended up
here too. Do you like it?
121
00:05:07,975 --> 00:05:09,685
Oh, Horizon's one of the best things
122
00:05:09,685 --> 00:05:10,978
that's ever happened to me,
123
00:05:11,186 --> 00:05:12,855
and I think you'll find it's...
124
00:05:13,021 --> 00:05:15,816
Absolutely amazing!
125
00:05:15,816 --> 00:05:17,734
This is the hard-light
holo training room
126
00:05:17,734 --> 00:05:19,653
designed by my friends
Miles, Gwen, and Anya.
127
00:05:21,029 --> 00:05:23,532
Students designed a hologram room?
128
00:05:23,740 --> 00:05:26,326
Mind equals...
129
00:05:26,326 --> 00:05:27,494
Oh, yeah.
130
00:05:27,494 --> 00:05:29,663
Students make almost everything here.
131
00:05:29,830 --> 00:05:31,373
The advanced computer network,
132
00:05:31,373 --> 00:05:33,917
the jet propulsion room,
astrophysics modeling.
133
00:05:33,917 --> 00:05:35,878
The security bots
are student-designed.
134
00:05:36,086 --> 00:05:38,714
We also just installed
this antigravity chamber
135
00:05:38,714 --> 00:05:41,091
to help run experiments
for the Space Administration.
136
00:05:41,466 --> 00:05:42,885
You gotta have hundreds
137
00:05:42,885 --> 00:05:45,387
of projects and systems
online at once.
138
00:05:45,637 --> 00:05:47,723
I bet the power bill's a fortune.
139
00:05:47,723 --> 00:05:48,974
Nope.
140
00:05:48,974 --> 00:05:50,684
Tony Stark has us covered.
141
00:05:50,893 --> 00:05:53,729
He recently
donated this new Arc Reactor system.
142
00:05:53,729 --> 00:05:56,899
It provides highly efficient
renewable energy for the entire school.
143
00:05:57,065 --> 00:05:58,483
No way!
144
00:05:58,483 --> 00:06:01,069
You know, I met Tony Stark.
145
00:06:01,069 --> 00:06:02,738
We're kind of buddies, really.
146
00:06:02,863 --> 00:06:04,239
That's cool.
147
00:06:04,448 --> 00:06:07,367
I'm actually
pretty good friends with Spider-Man.
148
00:06:07,743 --> 00:06:09,703
Wow, name dropping.
149
00:06:09,703 --> 00:06:11,747
You must be pretty insecure.
150
00:06:11,747 --> 00:06:13,916
Did I mention
I also met The Hulk once?
151
00:06:16,293 --> 00:06:18,128
Wow, so many students
152
00:06:18,337 --> 00:06:20,589
designing so many incredible projects.
153
00:06:20,797 --> 00:06:22,299
I'm gonna fit right in here,
154
00:06:22,299 --> 00:06:25,636
'cause I pretty much
make incredible things all the time.
155
00:06:26,136 --> 00:06:28,889
Well, not everything
turns out great at Horizon.
156
00:06:29,223 --> 00:06:31,433
No way.
I can't believe anyone's projects
157
00:06:31,433 --> 00:06:34,770
- ever fail at this school.
- You'd be surprised.
158
00:06:36,063 --> 00:06:37,731
The Project Graveyard.
159
00:06:37,856 --> 00:06:41,068
This is where all the failed, abandoned
or malfunctioning projects land up.
160
00:06:41,068 --> 00:06:42,236
securely put away.
161
00:06:42,402 --> 00:06:44,363
Horizon's philosophy is that failure
162
00:06:44,363 --> 00:06:46,782
is just a chance
to learn from your mistakes.
163
00:06:48,242 --> 00:06:49,368
Whoa.
164
00:06:49,368 --> 00:06:51,203
Looks like this was modified
165
00:06:51,411 --> 00:06:53,997
to create local
weather events or something?
166
00:06:53,997 --> 00:06:55,791
It didn't start out as a weather machine,
167
00:06:55,791 --> 00:06:57,042
but it did backfire
168
00:06:57,042 --> 00:06:59,503
and almost destroy
another school's auditorium.
169
00:07:00,337 --> 00:07:02,089
Not anyone's best moment.
170
00:07:02,339 --> 00:07:05,175
There is so much
awesome stuff here.
171
00:07:05,384 --> 00:07:06,468
I can't believe it.
172
00:07:06,468 --> 00:07:07,594
You and me both.
173
00:07:08,011 --> 00:07:09,304
Dr. Curt Connors.
174
00:07:09,930 --> 00:07:11,056
And I agree.
175
00:07:11,056 --> 00:07:14,560
Some of the work in here, even if it
ultimately failed, is brilliant.
176
00:07:14,726 --> 00:07:16,478
Hi. I'm Grady Scraps.
177
00:07:16,478 --> 00:07:18,397
I'm new here, and... oh, my!
178
00:07:18,605 --> 00:07:20,399
You have a robot arm!
179
00:07:20,399 --> 00:07:23,527
Well, I am the new
advanced biomechanics professor.
180
00:07:23,861 --> 00:07:26,238
I thought I'd come
down here to look for ideas,
181
00:07:26,238 --> 00:07:28,407
as I write up
my class syllabus tonight.
182
00:07:28,407 --> 00:07:29,783
I want to give my students
183
00:07:29,783 --> 00:07:31,535
the proper challenges
and encouragement.
184
00:07:31,743 --> 00:07:33,537
Sounds mega-awesome.
185
00:07:33,704 --> 00:07:35,789
I sure hope
I get your class, Dr. Connors.
186
00:07:36,456 --> 00:07:37,791
So do I.
187
00:07:37,791 --> 00:07:40,210
Us new guys gotta
stick together, right?
188
00:07:40,794 --> 00:07:42,129
Can I look around in here?
189
00:07:42,296 --> 00:07:43,797
I wanna see just
what kind of work
190
00:07:43,797 --> 00:07:45,424
Horizon is going to expect of me.
191
00:07:45,424 --> 00:07:47,342
Go for it.
You're one of us now.
192
00:07:47,593 --> 00:07:49,136
Call me if you need anything.
193
00:07:50,220 --> 00:07:54,016
So, Peter,
impressionism, cubism.
194
00:07:54,183 --> 00:07:56,476
- Potato-ism?
- Hmm?
195
00:07:56,476 --> 00:07:58,478
You've made at least
three sculptures
196
00:07:58,478 --> 00:08:01,064
with your mashed potatoes,
but haven't taken a bite.
197
00:08:01,190 --> 00:08:03,442
Oh, a lot on my mind,
I guess.
198
00:08:05,027 --> 00:08:06,820
Someone I respect a lot at Horizon
199
00:08:06,820 --> 00:08:09,531
is doing some... questionable things.
200
00:08:10,365 --> 00:08:11,700
Dangerous things?
201
00:08:11,992 --> 00:08:13,994
I'm... not sure.
202
00:08:14,411 --> 00:08:16,496
I don't know exactly
how to fix your problem,
203
00:08:16,663 --> 00:08:19,208
but I do know Ben Parker's nephew
204
00:08:19,208 --> 00:08:21,293
always finds a way
to do the right thing.
205
00:08:21,502 --> 00:08:23,629
Maybe you need to take
your mind off school.
206
00:08:23,629 --> 00:08:26,507
When's the last time
you just hung out with friends?
207
00:08:26,840 --> 00:08:28,008
Harry?
208
00:08:28,217 --> 00:08:29,635
Harry's busy with Oscorp,
209
00:08:29,760 --> 00:08:31,428
and all my other friends are away
210
00:08:31,428 --> 00:08:32,971
touring colleges right now,
211
00:08:32,971 --> 00:08:34,932
which I totally forgot
to sign up for.
212
00:08:35,140 --> 00:08:36,850
Well, then meet somebody new.
213
00:08:37,100 --> 00:08:39,978
Anna Watson's niece
moved in next door.
214
00:08:39,978 --> 00:08:42,022
Hmm?
215
00:08:42,022 --> 00:08:43,232
Oh, hey.
216
00:08:43,232 --> 00:08:44,816
Gotta take this, Aunt May.
217
00:08:45,359 --> 00:08:47,486
Grady, is everything okay?
218
00:08:47,736 --> 00:08:48,737
I'm thinking no,
219
00:08:48,946 --> 00:08:51,031
but I would love
to get your opinion.
220
00:08:52,241 --> 00:08:53,492
What was that?
221
00:08:53,659 --> 00:08:55,369
Gee, I haven't had time
to name it.
222
00:08:55,369 --> 00:08:58,956
So there might be a little,
tiny, no-big-deal emergency.
223
00:09:00,874 --> 00:09:02,251
- Ahhh...
- Grady?
224
00:09:02,835 --> 00:09:04,586
Where's this little emergency?
225
00:09:05,128 --> 00:09:07,923
Uh, I'm not sure
"little" applies anymore.
226
00:09:07,923 --> 00:09:09,258
It's kind of gotten bigger.
227
00:09:09,258 --> 00:09:11,510
Okay. How much bigger?
228
00:09:12,052 --> 00:09:13,220
Uh...
229
00:09:13,470 --> 00:09:14,638
roughly that size!
230
00:09:23,438 --> 00:09:25,190
Whatever grave you crawled out of,
231
00:09:25,357 --> 00:09:27,067
it's time for a return trip.
232
00:09:28,777 --> 00:09:31,071
Whoa!
Are you on the baseball team?
233
00:09:31,071 --> 00:09:33,323
I had no idea
you were such a jock.
234
00:09:33,866 --> 00:09:34,950
No, I, uh,
235
00:09:35,325 --> 00:09:37,160
play a lot of badminton
with my aunt.
236
00:09:37,327 --> 00:09:39,538
Besides, Horizon doesn't
have a baseball team.
237
00:09:39,705 --> 00:09:42,165
Sure, it does.
The Horizon Circuit Breakers.
238
00:09:42,332 --> 00:09:44,710
- They're in the brochure.
- We have a brochure?
239
00:09:46,461 --> 00:09:47,921
I vote we run for cover.
240
00:09:47,921 --> 00:09:49,256
There's no shame in this.
241
00:09:49,840 --> 00:09:51,758
The one with the bat
should go first.
242
00:09:52,092 --> 00:09:53,218
That means you.
243
00:09:53,385 --> 00:09:54,553
So what is that thing?
244
00:09:54,845 --> 00:09:56,513
I found a half-finished project.
245
00:09:56,513 --> 00:09:58,348
It looked like
a cool robot or something,
246
00:09:58,515 --> 00:10:02,519
so I brought it online,
and well, that happened.
247
00:10:03,937 --> 00:10:06,106
It looked a lot smaller
when you called me.
248
00:10:06,356 --> 00:10:08,275
Yeah, it's... growing.
249
00:10:08,442 --> 00:10:09,526
How is that possible?
250
00:10:09,526 --> 00:10:10,944
Quantum entanglement,
251
00:10:11,069 --> 00:10:13,655
and I'm guessing some
serious emotional baggage?
252
00:10:15,741 --> 00:10:17,201
At least we got it contained.
253
00:10:17,326 --> 00:10:18,911
Any theories on how to stop it?
254
00:10:19,077 --> 00:10:21,580
I scanned it
before you got here. See?
255
00:10:21,997 --> 00:10:24,041
I think that's
the power cell.
256
00:10:24,249 --> 00:10:26,960
Shut that down, and I bet
it'll stop it in its tracks,
257
00:10:27,169 --> 00:10:30,339
- if we can get close enough to it.
- We might not need to.
258
00:10:30,339 --> 00:10:32,382
My friend Anya once invented
a scrambler
259
00:10:32,382 --> 00:10:35,302
that could shut down
anything electronic from a distance.
260
00:10:35,302 --> 00:10:38,055
But it couldn't pass
safety standards... long story...
261
00:10:38,055 --> 00:10:39,473
so it ended up in the Graveyard.
262
00:10:39,640 --> 00:10:42,518
Anya Corazon?
263
00:10:42,684 --> 00:10:44,603
Found it in
the Graveyard index.
264
00:10:44,603 --> 00:10:46,897
Cabinet 68D.
Way in the back...
265
00:10:47,147 --> 00:10:49,983
in the dark, where no one
should ever go.
266
00:10:53,570 --> 00:10:55,489
Why don't
the lights work in here?
267
00:10:55,489 --> 00:10:57,783
This place is really creepy.
268
00:10:58,242 --> 00:10:59,660
It's usually less creepy.
269
00:10:59,910 --> 00:11:02,120
Like when there's not
a techno-monster trying to eat us.
270
00:11:02,371 --> 00:11:05,040
If we can't see it,
hopefully it can't see us.
271
00:11:05,332 --> 00:11:07,292
It's got, like, a million eyes.
272
00:11:07,292 --> 00:11:08,961
I bet it sees fine in the dark.
273
00:11:10,838 --> 00:11:13,131
What is that?
274
00:11:14,007 --> 00:11:16,510
That's Miles's
old automatic hamburger slicer.
275
00:11:16,760 --> 00:11:18,720
Who slices their hamburgers?
276
00:11:18,929 --> 00:11:21,849
It's not in the Project Graveyard
because everyone loved it.
277
00:11:23,183 --> 00:11:25,227
- There it is.
- The coast is clear.
278
00:11:25,352 --> 00:11:26,645
Ahhh!
279
00:11:28,438 --> 00:11:30,065
Get the device. I'll hold it off.
280
00:11:38,031 --> 00:11:40,534
Whoa, he has a really
quick metabolism.
281
00:11:40,951 --> 00:11:43,161
Anya's device
has a single charge,
282
00:11:43,161 --> 00:11:44,746
so we've only got one shot.
283
00:11:44,913 --> 00:11:46,248
Then shoot it!
284
00:11:46,456 --> 00:11:49,293
Yeah, no.
I have terrible aim.
285
00:11:51,128 --> 00:11:52,296
Hmm.
286
00:11:57,801 --> 00:12:00,554
So that thing
eats technology whole?
287
00:12:00,971 --> 00:12:03,515
And must absorb it.
That's how it's growing so fast.
288
00:12:03,515 --> 00:12:05,642
It's like a technology carnivore.
289
00:12:06,059 --> 00:12:07,394
A Technovore.
290
00:12:07,603 --> 00:12:09,938
Yes, I named it! Wait.
291
00:12:10,147 --> 00:12:12,482
This whole school
is filled with cutting-edge tech.
292
00:12:12,733 --> 00:12:14,943
If it gets out,
it'll be unstoppable.
293
00:12:15,110 --> 00:12:17,196
Why would you
let me near that thing?
294
00:12:18,197 --> 00:12:21,408
We gotta stop it before it finishes
eating that weather device.
295
00:12:26,038 --> 00:12:27,873
Ahhh!
296
00:12:30,709 --> 00:12:32,503
What is all
the noise in here?
297
00:12:32,920 --> 00:12:35,088
I'm trying to...
What is that?
298
00:12:35,464 --> 00:12:37,466
Dr. Connors, don't let it get out!
299
00:12:37,591 --> 00:12:39,551
Hey!
300
00:12:39,676 --> 00:12:41,011
I'm using this!
301
00:12:45,933 --> 00:12:47,059
Ugh.
302
00:12:47,267 --> 00:12:48,936
An explanation is in order.
303
00:12:49,520 --> 00:12:50,896
It's all my fault, sir.
304
00:12:51,063 --> 00:12:53,607
I was trying to bring
one of the failed projects online,
305
00:12:53,732 --> 00:12:55,901
and good news,
I succeeded.
306
00:12:55,901 --> 00:12:59,404
Bad news: I succeeded
in starting up a Technovore.
307
00:12:59,780 --> 00:13:01,240
Good name, though, right?
308
00:13:01,490 --> 00:13:04,868
It apparently eats technology and gains
the abilities of that tech.
309
00:13:05,077 --> 00:13:06,745
So now that
it's loose in the school,
310
00:13:06,745 --> 00:13:08,080
it could eat all our work?
311
00:13:08,288 --> 00:13:10,123
It could eat everything,
312
00:13:10,624 --> 00:13:12,960
- including...
- Horizon's Arc Reactor!
313
00:13:12,960 --> 00:13:14,920
With a power source
like that,
314
00:13:15,128 --> 00:13:16,672
who knows how large
it could grow?
315
00:13:16,672 --> 00:13:18,048
It could eat New York!
316
00:13:18,215 --> 00:13:19,341
I'll get help.
317
00:13:23,554 --> 00:13:25,681
"Get help" wasn't exactly a lie.
318
00:13:25,931 --> 00:13:29,226
Being stuck with Grady really put a cramp
in my web-shooting style.
319
00:13:29,726 --> 00:13:31,562
Hey, something's not right.
320
00:13:32,187 --> 00:13:34,815
Where's your hall pass,
"student name here"?
321
00:13:35,691 --> 00:13:37,234
Hall pass. Hall...
322
00:13:41,405 --> 00:13:42,489
Uh-oh.
323
00:13:46,618 --> 00:13:48,328
Talk about
"you are what you eat."
324
00:13:49,955 --> 00:13:51,248
Now, if you'll excuse me,
325
00:13:51,248 --> 00:13:53,125
I just need to grab
your power cell and...
326
00:13:53,125 --> 00:13:54,710
- Spider-Man!
- Max.
327
00:13:54,877 --> 00:13:57,004
Max, stay back!
Whoa!
328
00:14:01,133 --> 00:14:03,051
Are... are you laughing?
329
00:14:05,804 --> 00:14:07,514
I have a very low tickle tolerance.
330
00:14:12,352 --> 00:14:14,980
And all my limbs are where
they're supposed to be.
331
00:14:15,147 --> 00:14:16,690
I guess it only eats technology,
332
00:14:16,690 --> 00:14:17,941
so I'm not on the menu.
333
00:14:21,653 --> 00:14:23,614
It ate my web-shooters!
334
00:14:23,906 --> 00:14:25,407
Oh, now this is personal.
335
00:14:26,074 --> 00:14:27,826
What is that thing?
336
00:14:27,993 --> 00:14:29,077
Long story.
337
00:14:29,244 --> 00:14:31,872
Let's just say
it's a good thing you're here. Come on.
338
00:14:35,334 --> 00:14:38,587
SPIDER-MAN: Whoa, I bet
"all you can eat" places hate you.
339
00:14:38,921 --> 00:14:41,548
This Particle Spectrograph
absorbs exotic matter.
340
00:14:41,757 --> 00:14:43,592
That's gotta be mouthwatering, right?
341
00:14:45,761 --> 00:14:47,804
Nice try, but this is fast food.
342
00:14:51,099 --> 00:14:52,726
Is that a dinner bell I hear?
343
00:14:53,101 --> 00:14:55,145
Looks like someone's salivating.
344
00:14:56,647 --> 00:14:59,107
Technovore, reservation for one.
345
00:14:59,358 --> 00:15:00,567
Come and get it.
346
00:15:05,739 --> 00:15:07,324
Brilliant plan, Spider-Man.
347
00:15:07,574 --> 00:15:10,035
We overloaded its eye sensors
with visual input.
348
00:15:10,035 --> 00:15:11,161
It's stunned.
349
00:15:11,411 --> 00:15:13,413
SPIDER-MAN: Time to grab that power cell.
350
00:15:13,830 --> 00:15:15,916
Oh, no, not now!
351
00:15:18,085 --> 00:15:19,753
SPIDER-MAN: The holo room's bugs.
352
00:15:19,878 --> 00:15:21,755
How did I forget about the bugs?
353
00:15:21,964 --> 00:15:25,467
The Technovore's gotta be heading
to the Arc Reactor. How do we stop it?
354
00:15:25,634 --> 00:15:28,095
Anything electronic
we throw at it, it'll just consume.
355
00:15:28,387 --> 00:15:31,098
But we do have something
that's purely chemical.
356
00:15:31,223 --> 00:15:32,850
The synthetic symbiote.
357
00:15:33,308 --> 00:15:35,018
Uh, symbiote?
358
00:15:35,269 --> 00:15:37,020
You created
a new version of Venom?
359
00:15:37,312 --> 00:15:38,647
That's way too dangerous!
360
00:15:38,772 --> 00:15:41,149
The synthetic version
isn't a living thing.
361
00:15:41,149 --> 00:15:43,569
I told you this morning,
we can control it.
362
00:15:44,570 --> 00:15:46,280
I wasn't here this morning.
363
00:15:46,780 --> 00:15:50,075
Look, I can tell keeping
your identity secret is important to you,
364
00:15:50,200 --> 00:15:51,869
but we don't have time to pretend.
365
00:15:52,035 --> 00:15:54,246
This is our only chance
to stop that monster
366
00:15:54,246 --> 00:15:56,331
from destroying
the school and the city.
367
00:15:56,623 --> 00:15:58,834
You need to trust me here, Peter.
368
00:15:59,877 --> 00:16:01,336
What did you just call me?
369
00:16:04,006 --> 00:16:06,341
Don't worry, Peter.
Your secret's safe with me.
370
00:16:06,508 --> 00:16:08,427
But how did you know?
371
00:16:08,677 --> 00:16:10,304
I am a genius, remember,
372
00:16:10,304 --> 00:16:12,055
and you dropped
more than enough clues
373
00:16:12,055 --> 00:16:14,391
during your fight
with Toomes a few weeks ago.
374
00:16:14,516 --> 00:16:16,268
You can trust me
to keep a secret,
375
00:16:16,268 --> 00:16:17,853
but you also need to trust me
376
00:16:17,853 --> 00:16:20,022
that the new symbiote
can be controlled.
377
00:16:20,272 --> 00:16:23,233
Max, after all I've been
through with you, of course I trust you.
378
00:16:23,358 --> 00:16:25,110
It's the symbiote I don't trust.
379
00:16:25,402 --> 00:16:26,486
- Last time...
- Last time,
380
00:16:26,486 --> 00:16:28,322
you were dealing
with an alien lifeform.
381
00:16:28,614 --> 00:16:30,782
This time,
you're working with my creation.
382
00:16:31,116 --> 00:16:32,451
The Technovore's rampaging
383
00:16:32,451 --> 00:16:34,494
toward our Arc Reactor right now.
384
00:16:34,870 --> 00:16:37,372
Okay, Max.
Let's do this thing.
385
00:16:37,623 --> 00:16:39,917
Remember, unlike the original symbiote,
386
00:16:40,334 --> 00:16:42,503
this one has no desire
to control you.
387
00:16:42,836 --> 00:16:45,214
But you should have
all the same abilities,
388
00:16:45,214 --> 00:16:47,090
like webbing and tendril control.
389
00:16:50,260 --> 00:16:51,345
SPIDER-MAN: Wow.
390
00:16:51,553 --> 00:16:54,181
It's merged with
my normal costume somehow.
391
00:16:54,640 --> 00:16:56,350
Can we do this
with all my clothes?
392
00:16:56,517 --> 00:16:58,477
And my lenses
now have more functions.
393
00:16:58,810 --> 00:17:01,563
Venom's original sight must
have combined with your own.
394
00:17:01,772 --> 00:17:03,482
Try symbiote web-slinging.
395
00:17:03,857 --> 00:17:05,984
It should still work
by mental command.
396
00:17:09,154 --> 00:17:10,572
check.
397
00:17:10,906 --> 00:17:12,991
But I don't think
that's all it can do.
398
00:17:13,325 --> 00:17:14,535
Yeah.
399
00:17:14,535 --> 00:17:17,162
That's gonna give
my normal suit an inferiority complex.
400
00:17:17,829 --> 00:17:19,081
Scan for the Technovore.
401
00:17:19,831 --> 00:17:21,959
Oh, I can read
his heat signature,
402
00:17:23,126 --> 00:17:25,587
and it looks like... oh, no.
403
00:17:32,427 --> 00:17:34,972
SPIDER-MAN: Dining alone?
That's so sad.
404
00:17:38,308 --> 00:17:40,227
Well, maybe it's your
horrible personality.
405
00:17:42,688 --> 00:17:44,606
Perhaps, time for some self-reflection?
406
00:17:51,947 --> 00:17:53,198
Oh!
407
00:17:58,245 --> 00:18:00,956
Oh-ho-ho, you're
symbiote-intolerant?
408
00:18:01,248 --> 00:18:03,625
- Well, that's too bad.
- Don't worry, Spidey!
409
00:18:03,750 --> 00:18:06,336
You came to clean up my mess,
but I can help.
410
00:18:06,712 --> 00:18:08,422
Connors? What are you doing?
411
00:18:08,755 --> 00:18:11,341
The boy has a plan he says
will stop this monster.
412
00:18:11,550 --> 00:18:13,177
No, no, no,
it's too dangerous.
413
00:18:13,177 --> 00:18:15,846
Get to safety,
and let Spider-Man handle this.
414
00:18:15,971 --> 00:18:17,890
Spidey's in danger 'cause of me.
415
00:18:18,140 --> 00:18:21,602
These zero-G panels from the Anti-Grav
room should do the trick.
416
00:18:30,944 --> 00:18:32,863
Are you working
for the monster?
417
00:18:33,363 --> 00:18:35,073
Why would you feed it more tech?
418
00:18:37,284 --> 00:18:38,368
That's why.
419
00:18:38,785 --> 00:18:40,621
It compulsively eats gear,
420
00:18:40,621 --> 00:18:42,748
then takes on
the properties of what it ate.
421
00:18:43,081 --> 00:18:45,918
So why not use that against it?
422
00:18:46,043 --> 00:18:47,753
Look. It's helpless.
423
00:18:52,049 --> 00:18:54,343
Maybe "helpless"
is the wrong word.
424
00:18:56,094 --> 00:18:58,514
This is an outcome
I did not anticipate.
425
00:19:00,641 --> 00:19:03,685
You just gave the Technovore
the ability to master gravity.
426
00:19:06,146 --> 00:19:09,024
One-way ticket for
Technovore Airlines, please!
427
00:19:12,152 --> 00:19:14,112
Just need to get
the power cell.
428
00:19:22,204 --> 00:19:24,456
SPIDER-MAN: And that's
what you get for overeating.
429
00:19:24,748 --> 00:19:26,124
I am so sorry.
430
00:19:26,291 --> 00:19:28,627
All I wanted to do
was impress everyone,
431
00:19:28,627 --> 00:19:31,547
and now those same
everyones are going to hate me.
432
00:19:31,547 --> 00:19:34,716
Worst first day ever, right?
433
00:19:35,175 --> 00:19:37,511
Surprisingly, not at Horizon.
434
00:19:37,886 --> 00:19:39,555
This was an honest mistake, Grady,
435
00:19:39,888 --> 00:19:41,306
but it's been a good lesson.
436
00:19:42,099 --> 00:19:44,184
Uh, how is that possible?
437
00:19:44,643 --> 00:19:45,894
No scientist should push
438
00:19:45,894 --> 00:19:48,313
beyond what he
or she knows is safe.
439
00:19:51,441 --> 00:19:54,486
SPIDER-MAN: This thing is fully
integrated into my normal costume,
440
00:19:54,695 --> 00:19:56,864
and I can retract it off and on at will.
441
00:19:57,281 --> 00:19:59,783
It's like the original symbiote,
minus the hate.
442
00:20:00,200 --> 00:20:02,286
I like costumes
that don't wanna destroy me.
443
00:20:02,870 --> 00:20:06,915
Peter, I am so very amazed
by what you do as Spider-Man.
444
00:20:06,915 --> 00:20:09,585
It's a shame
not everyone knows who you really are.
445
00:20:10,085 --> 00:20:12,296
You've done
miraculous things.
446
00:20:12,629 --> 00:20:14,214
Nothing as miraculous as you.
447
00:20:14,506 --> 00:20:16,633
A stable synthetic version
of the symbiote
448
00:20:16,758 --> 00:20:19,219
without the unfortunate
mind-warping side effects?
449
00:20:19,219 --> 00:20:21,054
This could change
the world, Max.
450
00:20:21,263 --> 00:20:23,849
Well,
what I told Grady just now
451
00:20:23,849 --> 00:20:26,810
about scientists
not pushing beyond what is safe...
452
00:20:27,186 --> 00:20:30,314
I realize I could
be talking about myself.
453
00:20:31,440 --> 00:20:32,649
Hold up.
454
00:20:32,816 --> 00:20:35,027
Before, you were insisting
we could do this.
455
00:20:35,402 --> 00:20:37,404
Now that we know it works,
you're worried?
456
00:20:37,946 --> 00:20:39,489
I've thought
it worked before,
457
00:20:39,489 --> 00:20:41,742
and each time
was a terrible mistake.
458
00:20:42,409 --> 00:20:43,660
This won't be a mistake,
459
00:20:44,077 --> 00:20:47,247
if we test it properly, together.
460
00:20:48,540 --> 00:20:49,666
Together.
461
00:20:50,000 --> 00:20:51,251
Deal.
462
00:20:51,543 --> 00:20:52,544
Thanks, Peter.
463
00:20:54,838 --> 00:20:57,841
I'm sorry for all
the trouble I caused, Dr. Connors.
464
00:20:58,050 --> 00:21:00,594
That was my favorite
robotic arm, Mr. Scraps.
465
00:21:01,136 --> 00:21:03,764
- I'm sure you'll be safer next time.
- Yeah!
466
00:21:04,014 --> 00:21:05,140
'Cause that was pretty much
467
00:21:05,140 --> 00:21:07,684
the least safe thing
I could've done today.
468
00:21:08,185 --> 00:21:10,270
I don't even know
how all of that happened.
469
00:21:12,814 --> 00:21:14,900
It worked perfectly.
470
00:21:15,067 --> 00:21:17,110
The student thinks
it was all his fault,
471
00:21:17,110 --> 00:21:19,530
and that tech beast
forced Modell's hand.
472
00:21:20,030 --> 00:21:21,281
Just as you suspected,
473
00:21:21,281 --> 00:21:23,700
he does still have
the V-252 symbiote,
474
00:21:24,409 --> 00:21:26,912
and he's keeping it
somewhere inside Horizon High.
475
00:21:27,955 --> 00:21:30,249
Time to move to the next
phase of the plan.
34923
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