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1
00:00:06,757 --> 00:00:09,384
This errant flight
shall easily be righted.
2
00:00:09,384 --> 00:00:11,637
Hold on!
3
00:00:18,185 --> 00:00:21,146
Alas, I may have given false hope.
4
00:00:21,146 --> 00:00:22,981
Thanks a lot, Thor.
5
00:00:22,981 --> 00:00:25,234
You wanna hit the self-destruct button?
6
00:00:25,234 --> 00:00:28,195
I'm opening an impromptu
brainstorming session, everyone.
7
00:00:28,195 --> 00:00:29,571
What do you got, PJs?
8
00:00:29,571 --> 00:00:31,782
Looks like he's taken over
the electrical systems.
9
00:00:31,782 --> 00:00:33,867
I can't override! He's gonna crash us!
10
00:00:33,867 --> 00:00:36,662
And to make things more fun,
he's reprogrammed the security
11
00:00:36,662 --> 00:00:38,539
{\an8}on his cell door, keeping us out.
12
00:00:38,539 --> 00:00:40,332
It's too thick to blast through.
13
00:00:40,457 --> 00:00:41,542
Trying to hack in.
14
00:00:43,293 --> 00:00:45,963
Any chance that beeping
just means free ice cream?
15
00:00:45,963 --> 00:00:48,257
It means we're coming in for a landing,
16
00:00:48,257 --> 00:00:49,424
not the smooth kind.
17
00:00:49,424 --> 00:00:51,176
This probably isn't the best time,
18
00:00:51,176 --> 00:00:53,804
but I am totally sorry
for getting you all into this mess.
19
00:00:53,804 --> 00:00:56,139
Apologizing and taking responsibility
20
00:00:56,139 --> 00:00:57,349
for your actions?
21
00:00:57,349 --> 00:00:59,017
Have you learned nothing from me?
22
00:00:59,017 --> 00:01:01,186
SPIDER-MAN:
Anyone on the ground who can assist?
23
00:01:01,186 --> 00:01:03,105
Way ahead of you, Webs.
24
00:01:12,823 --> 00:01:15,075
Thought that'd be smoother.
25
00:01:15,075 --> 00:01:18,745
I've had worse landings
when Hawkeye was flying.
26
00:01:19,663 --> 00:01:21,707
Guys, he's free!
27
00:01:21,707 --> 00:01:25,252
You will never contain
the brilliance of M.O.D.O.K...
28
00:01:25,627 --> 00:01:30,257
I overcame that so-called
power dampener you put on me.
29
00:01:30,257 --> 00:01:32,217
Yeah, I didn't exactly have the time
30
00:01:32,217 --> 00:01:34,970
to test the dampening system
on a technopath like you.
31
00:01:34,970 --> 00:01:36,054
So I...
32
00:01:36,054 --> 00:01:38,640
Do not interrupt me, you blathering fool!
33
00:01:39,766 --> 00:01:42,936
So taking control of your pathetic ship
34
00:01:43,061 --> 00:01:45,063
was child's play,
35
00:01:45,063 --> 00:01:49,735
as will be destroying the Avengers!
36
00:01:49,735 --> 00:01:52,696
Wait! Technically, I'm not an Avenger.
37
00:01:52,696 --> 00:01:54,281
Stop talking!
38
00:02:05,751 --> 00:02:09,379
It is time you sad
excuses for powered beings
39
00:02:09,379 --> 00:02:11,840
realized the true potential of...
40
00:02:13,509 --> 00:02:16,470
And you think that Spider-Man
speaks excessively.
41
00:02:28,565 --> 00:02:30,692
{\an8}SPIDER-MAN: When I tracked
M.O.D.O.K.'s location,
42
00:02:30,692 --> 00:02:33,153
{\an8}I really thought taking him
down would be a lot easier.
43
00:02:33,153 --> 00:02:34,613
But you did find him.
44
00:02:34,613 --> 00:02:36,573
That's something we hadn't done yet.
45
00:02:39,743 --> 00:02:41,453
Are you throwing
shade at me, Widow?
46
00:02:43,539 --> 00:02:44,540
That was shade.
47
00:02:44,540 --> 00:02:45,624
Whoa!
48
00:02:48,544 --> 00:02:49,545
Whoa!
49
00:02:49,545 --> 00:02:53,215
Well, Iron Man does not like
this so-called shade.
50
00:02:53,215 --> 00:02:56,385
I'm not in control of my armor!
51
00:02:57,427 --> 00:03:00,013
He speaks the truth.
52
00:03:00,013 --> 00:03:01,181
As a technopath,
53
00:03:01,181 --> 00:03:04,685
it is I operating
Iron Man's entire system.
54
00:03:04,685 --> 00:03:07,062
And now, you all will fall
55
00:03:07,062 --> 00:03:10,148
by your own leader's hand!
56
00:03:10,148 --> 00:03:13,735
Poetic.
57
00:03:14,528 --> 00:03:15,779
Hey, Tony!
58
00:03:15,779 --> 00:03:17,197
Sorry, not sorry.
59
00:03:19,157 --> 00:03:20,742
Whoa! What are you doing, Webs?
60
00:03:20,742 --> 00:03:22,703
You can't shut me down from the outside.
61
00:03:22,703 --> 00:03:23,787
I know,
62
00:03:23,787 --> 00:03:26,164
but I can adjust your
oscillating wave propagation.
63
00:03:31,628 --> 00:03:33,172
He's unconscious.
64
00:03:33,547 --> 00:03:34,840
Explain.
65
00:03:34,840 --> 00:03:37,050
When we were in the jet
trying to get control back,
66
00:03:37,050 --> 00:03:38,760
I ran a power scan over M.O.D.O.K.
67
00:03:38,760 --> 00:03:40,721
and learned what wave propagation he used
68
00:03:40,721 --> 00:03:42,222
to override technology with.
69
00:03:42,389 --> 00:03:43,807
So I adjusted your armor
70
00:03:43,807 --> 00:03:45,517
to the inverse of M.O.D.O.K.'s waves,
71
00:03:45,517 --> 00:03:47,144
which created a feedback loop,
72
00:03:47,144 --> 00:03:49,521
and then, kaboom.
73
00:03:50,147 --> 00:03:52,065
Why didn't you think of that?
74
00:03:52,065 --> 00:03:54,610
I would have... eventually.
75
00:03:58,280 --> 00:04:00,908
So hunting down M.O.D.O.K. was
on your superhero to-do list?
76
00:04:00,908 --> 00:04:03,202
Yeah, it's been a rough year.
77
00:04:03,535 --> 00:04:05,412
Stopping the symbiote invasion,
78
00:04:05,412 --> 00:04:06,872
the Dark Goblin and the Lizard
79
00:04:06,872 --> 00:04:08,457
taking over Horizon High...
80
00:04:08,457 --> 00:04:10,709
I'm tired of getting dragged
in every direction.
81
00:04:10,709 --> 00:04:12,544
So I'm being more proactive,
82
00:04:12,544 --> 00:04:16,465
even though this did not go
as smoothly as I hoped.
83
00:04:16,465 --> 00:04:18,550
Kid, it never does.
84
00:04:18,550 --> 00:04:21,303
But tracking down M.O.D.O.K.,
then knocking him out?
85
00:04:21,303 --> 00:04:22,721
Brilliant.
86
00:04:22,721 --> 00:04:24,765
Not sure what
your plans are after high school,
87
00:04:24,765 --> 00:04:26,934
but there might be room
for you on the team.
88
00:04:26,934 --> 00:04:30,229
Really? Would I move into the tower?
89
00:04:31,355 --> 00:04:33,815
Of course. It's a 24/7 job.
90
00:04:33,815 --> 00:04:35,734
Being an Avenger will be your whole life.
91
00:04:35,734 --> 00:04:37,361
My whole life?
92
00:04:37,361 --> 00:04:40,030
Like no family, no friends?
93
00:04:40,030 --> 00:04:41,365
Look at it more like
94
00:04:41,365 --> 00:04:43,659
getting a whole new,
slightly dysfunctional,
95
00:04:43,659 --> 00:04:45,452
but very powerful family.
96
00:04:45,577 --> 00:04:47,538
Joining the Avengers
would be a dream come true,
97
00:04:47,538 --> 00:04:49,665
but a big change for me.
98
00:04:50,541 --> 00:04:51,792
Can I think about it?
99
00:04:52,209 --> 00:04:53,752
Sure, kid. Take your time.
100
00:04:53,752 --> 00:04:55,796
But, you know, hurry up.
101
00:04:57,631 --> 00:04:59,466
Hey, I told you, Miles,
102
00:04:59,466 --> 00:05:02,469
if anyone would understand,
it's Harry Osborn.
103
00:05:02,469 --> 00:05:03,637
Pete's right.
104
00:05:03,637 --> 00:05:05,264
I mean, I could teach a seminar
105
00:05:05,264 --> 00:05:07,307
on how to live with knowing
your father is a...
106
00:05:07,307 --> 00:05:08,892
Super villain.
107
00:05:08,892 --> 00:05:11,186
Yeah, I thought getting
spider powers would be
108
00:05:11,186 --> 00:05:13,397
the strangest thing to happen in my life,
109
00:05:13,397 --> 00:05:15,440
but then I found out my dad's evil
110
00:05:15,440 --> 00:05:17,734
and can turn into a swarm of bees.
111
00:05:17,734 --> 00:05:19,778
This can't be how most teenagers live.
112
00:05:19,778 --> 00:05:23,198
Yeah.
Seems like how everyone we know lives.
113
00:05:23,198 --> 00:05:25,284
But that tracking app we all put together
114
00:05:25,284 --> 00:05:26,618
should help you find your dad.
115
00:05:26,910 --> 00:05:28,412
Getting any signals?
116
00:05:28,412 --> 00:05:30,956
A few possibilities
I'll have to check out,
117
00:05:30,956 --> 00:05:32,958
but I'm paranoid he's tracking me.
118
00:05:33,250 --> 00:05:36,086
Every time I see a bee,
I think it's a spy for Swarm.
119
00:05:36,086 --> 00:05:37,754
A bee spy.
120
00:05:37,754 --> 00:05:39,715
Again, our lives.
121
00:05:40,048 --> 00:05:42,426
Well, if he's figured out
you're now living at Aunt May's
122
00:05:42,426 --> 00:05:45,179
and shows up for some reason,
at least I'll be there,
123
00:05:45,179 --> 00:05:47,681
trying to figure out
what to do with my life.
124
00:05:47,681 --> 00:05:50,058
Have you reached a decision about...
125
00:05:50,058 --> 00:05:53,187
what's the code we're using...
the Stark internship?
126
00:05:53,604 --> 00:05:55,898
Being an Avenger is what
I thought I always wanted,
127
00:05:55,898 --> 00:05:59,234
but I'd have to give up
a lot that's important to me.
128
00:05:59,693 --> 00:06:00,861
You're lucky, Harry.
129
00:06:00,861 --> 00:06:02,988
Your future's right there with Oscorp.
130
00:06:03,363 --> 00:06:05,824
Yeah, I'm not so sure, Pete.
131
00:06:05,824 --> 00:06:08,035
I just wish I could do something
132
00:06:08,035 --> 00:06:09,870
without my dad's shadow over me.
133
00:06:10,204 --> 00:06:13,373
Well, at least
we're all lost in this together.
134
00:06:14,958 --> 00:06:16,585
Bleet, trust me.
135
00:06:16,585 --> 00:06:18,921
I know how to use double-sided tape.
136
00:06:19,630 --> 00:06:22,049
I just hope
Gwen appreciates me working late
137
00:06:22,049 --> 00:06:23,509
for her dance committee
138
00:06:23,509 --> 00:06:27,221
and how difficult it is
for a shorter-statured person
139
00:06:27,221 --> 00:06:29,056
to hang up these banners.
140
00:06:29,056 --> 00:06:30,807
What?
141
00:06:30,807 --> 00:06:33,936
No, I don't like-like Gwen.
142
00:06:35,229 --> 00:06:37,189
Oh, my. Maybe I do.
143
00:06:37,189 --> 00:06:39,942
I've never climbed a ladder
for anyone else.
144
00:06:41,985 --> 00:06:43,529
Hello?
145
00:06:43,529 --> 00:06:45,239
Who's there?
146
00:06:53,664 --> 00:06:56,500
Hey, up for a game
of one-on-one?
147
00:06:56,500 --> 00:06:59,002
Or are you too busy
staring at your screen?
148
00:06:59,002 --> 00:07:00,379
Hey, MJ.
149
00:07:00,379 --> 00:07:02,589
Sorry, just trying to get
a lot of things done.
150
00:07:02,589 --> 00:07:03,799
Like what?
151
00:07:03,799 --> 00:07:05,759
Splitting atoms? Cloning sheep?
152
00:07:05,759 --> 00:07:08,846
- Getting crushed at basketball?
- Let's see.
153
00:07:09,304 --> 00:07:11,223
Sign up for college tours, check.
154
00:07:11,223 --> 00:07:14,101
Make decision
on Stark internship, pending.
155
00:07:14,101 --> 00:07:17,771
Get date for school dance.
Yeah, right.
156
00:07:17,771 --> 00:07:19,690
Let me help you.
157
00:07:20,607 --> 00:07:21,942
Take me.
158
00:07:21,942 --> 00:07:23,694
You'd go to the dance with me?
159
00:07:23,694 --> 00:07:26,697
Sure. Should I wear a lab coat?
160
00:07:36,874 --> 00:07:38,959
- Max.
- Huh?
161
00:07:39,459 --> 00:07:41,086
It's your first week back as principal,
162
00:07:41,086 --> 00:07:42,838
and you look exhausted already.
163
00:07:42,838 --> 00:07:44,882
You can't be falling asleep
at tomorrow's dance.
164
00:07:44,882 --> 00:07:46,341
We're throwing it in your honor.
165
00:07:46,341 --> 00:07:48,343
I know.
166
00:07:48,343 --> 00:07:50,012
But since I don't have a date,
167
00:07:50,012 --> 00:07:53,056
I wanted to unveil something
special for the event.
168
00:07:53,056 --> 00:07:56,685
I've been up all night
working on this matter transfer device.
169
00:07:57,102 --> 00:07:59,605
If this works,
it would enable transportation
170
00:07:59,605 --> 00:08:01,607
on an unprecedented level,
171
00:08:01,607 --> 00:08:04,651
but I just can't come up with a solution.
172
00:08:05,569 --> 00:08:07,738
Well, if I'm following this,
173
00:08:07,738 --> 00:08:10,574
it looks like you're missing
a matter translation equation
174
00:08:10,574 --> 00:08:12,367
to extrapolate the right constants.
175
00:08:12,826 --> 00:08:14,536
This, uh... Oh!
176
00:08:14,536 --> 00:08:15,704
This should fix it.
177
00:08:16,580 --> 00:08:17,873
Wow.
178
00:08:17,873 --> 00:08:20,918
Peter, you might be even more
brilliant than you realize.
179
00:08:24,880 --> 00:08:26,507
Pete, you have to see this!
180
00:08:28,383 --> 00:08:30,469
I was putting up the banners
for the dance...
181
00:08:30,469 --> 00:08:32,888
which I think I did a fantastic job of...
182
00:08:32,888 --> 00:08:35,349
when something slashed at me and ran off.
183
00:08:35,349 --> 00:08:38,477
I pulled this pic
from Bleet's visual feed.
184
00:08:38,477 --> 00:08:39,728
That looks like...
185
00:08:39,728 --> 00:08:40,896
A lizard.
186
00:08:40,896 --> 00:08:43,941
Or actually, the Lizard.
187
00:08:45,317 --> 00:08:46,818
GHOST-SPIDER: It was only a matter of time
188
00:08:46,818 --> 00:08:48,529
before Curt Connors showed up again.
189
00:08:49,321 --> 00:08:51,448
Maybe I was naive to hope
he'd stay in hiding
190
00:08:51,448 --> 00:08:53,909
after we took down his boss,
the Dark Goblin.
191
00:08:53,909 --> 00:08:55,077
SPIDER-MAN: I don't know.
192
00:08:55,077 --> 00:08:56,828
All Connors ever wanted was a cure
193
00:08:56,828 --> 00:08:58,539
to stop him from lizarding out.
194
00:08:58,539 --> 00:09:01,208
Maybe he's not sneaking
through our halls at night
195
00:09:01,208 --> 00:09:02,292
for anything evil.
196
00:09:02,292 --> 00:09:04,378
So why is Miles missing all the fun?
197
00:09:04,378 --> 00:09:05,963
He's out looking for Swarm.
198
00:09:05,963 --> 00:09:08,549
But three spiders against one lizard?
199
00:09:08,549 --> 00:09:10,050
We should be able to handle it,
200
00:09:10,050 --> 00:09:11,844
especially once I tune this heat tracker
201
00:09:11,844 --> 00:09:13,846
to what I theorize is the body temperature
202
00:09:13,846 --> 00:09:16,265
for a 40-year-old man
who transforms into a...
203
00:09:17,933 --> 00:09:19,852
There! From outside Max's lab!
204
00:09:23,564 --> 00:09:24,982
He's in the walls.
205
00:09:27,693 --> 00:09:29,444
Not so fast, Lizard!
206
00:09:31,446 --> 00:09:33,073
GHOST-SPIDER: Black tendrils?
207
00:09:33,073 --> 00:09:34,366
That's not Lizard.
208
00:09:34,366 --> 00:09:36,243
- That's...
- Found you!
209
00:09:36,410 --> 00:09:37,411
Venom.
210
00:09:45,627 --> 00:09:47,921
It can't be Venom. I destroyed you.
211
00:09:47,921 --> 00:09:49,673
You're just some weirdo symbiote
212
00:09:49,673 --> 00:09:51,508
that survived the invasion, right?
213
00:09:51,884 --> 00:09:54,344
You and I have bonded, Parker,
214
00:09:54,678 --> 00:09:57,931
and still you don't recognize me?
215
00:09:57,931 --> 00:09:59,391
Humans.
216
00:10:00,976 --> 00:10:04,104
- So limited.
- SPIDER-GIRL: How are you back?
217
00:10:04,104 --> 00:10:06,148
Why are you back?
218
00:10:10,819 --> 00:10:12,029
"Why"?
219
00:10:12,029 --> 00:10:15,657
Oh, I am not going to ruin the surprise.
220
00:10:17,993 --> 00:10:19,912
You'll love it.
221
00:10:20,287 --> 00:10:22,247
I don't know what hole you crawled out of,
222
00:10:22,247 --> 00:10:24,458
but this ends now!
223
00:10:24,458 --> 00:10:27,503
It's only the beginning!
224
00:10:33,217 --> 00:10:36,178
Wherever he goes, we can follow.
225
00:10:37,429 --> 00:10:38,514
Come on.
226
00:10:38,514 --> 00:10:40,140
I lost his signal.
227
00:10:40,599 --> 00:10:42,768
You tuned your tracker
to his heat signature.
228
00:10:42,768 --> 00:10:45,646
- He can't just disappear.
- Except he did.
229
00:10:45,646 --> 00:10:47,356
Does that mean he's out of the school?
230
00:10:47,356 --> 00:10:50,067
I think so, but we gotta be sure.
231
00:10:50,067 --> 00:10:51,443
Fan out and search.
232
00:10:56,406 --> 00:10:57,866
No, Mr. Einstein.
233
00:10:57,866 --> 00:11:00,160
You're just as smart as I am.
234
00:11:00,160 --> 00:11:01,495
- SPIDER-MAN: Max?
- Huh?
235
00:11:01,495 --> 00:11:03,288
{\an8}Spider-Man? What's going on?
236
00:11:03,288 --> 00:11:05,874
What are you doing here?
I thought the school was empty.
237
00:11:05,874 --> 00:11:08,669
- I'm glad you're not hurt.
- Why would I be hurt?
238
00:11:08,669 --> 00:11:10,796
There's no easy way to say this.
239
00:11:10,796 --> 00:11:13,298
- Venom's back.
- What?
240
00:11:13,590 --> 00:11:16,260
He was in Horizon, but he escaped.
241
00:11:16,635 --> 00:11:19,012
We searched all through this place.
No sign of him.
242
00:11:19,304 --> 00:11:22,015
I should never have
experimented on that thing.
243
00:11:22,015 --> 00:11:24,601
This nightmare just won't end.
244
00:11:24,893 --> 00:11:26,854
I don't know how he's still alive,
245
00:11:26,854 --> 00:11:28,897
but you can't blame yourself.
246
00:11:28,897 --> 00:11:30,482
I'm canceling the dance.
247
00:11:30,482 --> 00:11:32,734
It's too risky if Venom's lurking around.
248
00:11:32,734 --> 00:11:34,862
No! If we hide in fear,
249
00:11:34,862 --> 00:11:36,154
Venom's already won.
250
00:11:36,154 --> 00:11:37,990
But the well-being of the students
251
00:11:37,990 --> 00:11:39,783
is my biggest priority.
252
00:11:39,783 --> 00:11:41,869
Max, if we canceled
every event in New York
253
00:11:41,869 --> 00:11:43,537
because a super villain might show up,
254
00:11:43,537 --> 00:11:46,498
nothing would ever happen... like, ever.
255
00:11:46,915 --> 00:11:48,750
Besides, I designed that tracker.
256
00:11:49,126 --> 00:11:51,336
If Venom comes, we'll be warned.
257
00:11:51,336 --> 00:11:54,089
Plus, we do know
the amplitude of the electricity
258
00:11:54,089 --> 00:11:55,799
that took him down last time.
259
00:11:55,799 --> 00:11:58,051
His weakness, if it still works.
260
00:11:58,051 --> 00:12:00,470
I'll add an electric charger
to my tracker.
261
00:12:01,305 --> 00:12:02,556
Okay.
262
00:12:02,556 --> 00:12:04,141
I'm nervous about this,
263
00:12:04,141 --> 00:12:06,059
but you make a very good point.
264
00:12:06,393 --> 00:12:08,228
Now go home and get some rest.
265
00:12:08,604 --> 00:12:10,564
We have a school dance tomorrow.
266
00:12:54,107 --> 00:12:55,108
Really?
267
00:12:55,108 --> 00:12:57,986
So this is what stumps
super scientist Peter Parker?
268
00:12:57,986 --> 00:13:00,197
I know, right? Quantum physics, fine.
269
00:13:00,197 --> 00:13:02,741
A bow tie? Nope.
270
00:13:03,158 --> 00:13:05,869
Impossible. I needed my aunt's help.
271
00:13:08,539 --> 00:13:10,374
Hey, how about I grab us some punch?
272
00:13:10,374 --> 00:13:13,293
That's a thing at dances, right?
273
00:13:13,961 --> 00:13:15,546
So I've heard.
274
00:13:18,966 --> 00:13:21,218
Everything seems to be going well.
275
00:13:21,218 --> 00:13:23,929
Yup. Not a peep on the tracker.
276
00:13:23,929 --> 00:13:25,347
No sign of Venom.
277
00:13:25,347 --> 00:13:27,641
No, I mean you and MJ.
278
00:13:27,641 --> 00:13:29,643
You guys are really hitting it off.
279
00:13:31,728 --> 00:13:34,565
Oh, uh... What?
280
00:13:34,815 --> 00:13:35,983
Yeah, maybe.
281
00:13:35,983 --> 00:13:37,651
I don't know. Do you think we are?
282
00:13:37,651 --> 00:13:39,653
Pete, you're a master
at messing things up,
283
00:13:39,653 --> 00:13:42,447
but if you can pick
one thing not to, it's this.
284
00:13:43,532 --> 00:13:46,243
Okay? No pressure.
285
00:13:46,243 --> 00:13:47,911
Oh, I love this song!
286
00:13:47,911 --> 00:13:50,455
Hydrate fast. Then dancing.
287
00:13:52,374 --> 00:13:54,334
Whoa!
288
00:13:58,714 --> 00:14:00,048
- Huh?
- What?
289
00:14:00,048 --> 00:14:01,717
Already on? Oh, okay.
290
00:14:02,176 --> 00:14:03,302
Hi, everyone.
291
00:14:03,302 --> 00:14:04,845
Let me thank you all for coming.
292
00:14:04,845 --> 00:14:07,181
It's so good to be back at Horizon.
293
00:14:09,349 --> 00:14:10,642
I just wanted to tell you
294
00:14:10,642 --> 00:14:12,686
just how much you all inspire me.
295
00:14:12,978 --> 00:14:15,606
It's been a long time
since I invented anything,
296
00:14:15,606 --> 00:14:17,733
but being back here with all of you,
297
00:14:17,733 --> 00:14:20,068
the ideas just keep coming.
298
00:14:20,319 --> 00:14:22,154
So as part of the celebration,
299
00:14:22,154 --> 00:14:25,282
I wanted to show off my latest invention,
300
00:14:25,282 --> 00:14:27,951
here, tonight, for everyone to see.
301
00:14:36,376 --> 00:14:37,586
But before I present this,
302
00:14:37,586 --> 00:14:39,671
I just wanna thank the one student
303
00:14:39,671 --> 00:14:41,423
who made it all possible.
304
00:14:42,174 --> 00:14:44,927
- Peter Parker.
- Oh.
305
00:14:44,927 --> 00:14:47,429
I only corrected one equation.
306
00:14:47,429 --> 00:14:49,890
Peter, you've been there
through everything.
307
00:14:49,890 --> 00:14:53,685
You've helped me in ways
you do not yet realize.
308
00:14:54,394 --> 00:14:57,314
And now, allow me to present
309
00:14:57,314 --> 00:14:59,983
the Matter Transfer Portal!
310
00:15:02,528 --> 00:15:03,820
That's right.
311
00:15:03,820 --> 00:15:07,824
Here at Horizon,
I found a way to breach space.
312
00:15:10,369 --> 00:15:13,163
This gate is a portal to
any location you can imagine,
313
00:15:13,163 --> 00:15:14,289
such as...
314
00:15:15,374 --> 00:15:16,875
the Upper East Side,
315
00:15:16,875 --> 00:15:19,670
or even the Pyramids of Giza,
316
00:15:20,462 --> 00:15:23,924
or maybe a distant beach
on the other side of the world.
317
00:15:23,924 --> 00:15:25,551
But the best part...
318
00:15:25,551 --> 00:15:29,346
this portal is not limited to only Earth.
319
00:15:33,892 --> 00:15:37,729
I...
I can't believe he did this.
320
00:15:40,023 --> 00:15:41,775
Everything okay?
321
00:15:46,613 --> 00:15:47,906
Max, shut it down!
322
00:15:47,906 --> 00:15:50,158
That's some kind of alien symbiote world!
323
00:15:51,326 --> 00:15:53,620
Really, Peter,
324
00:15:53,620 --> 00:15:55,330
how could I have done that?
325
00:15:55,330 --> 00:15:58,834
It's almost as if I'm not myself.
326
00:15:59,126 --> 00:16:02,588
Almost as if you should call me...
327
00:16:02,963 --> 00:16:05,841
Maximum Venom!
328
00:16:09,178 --> 00:16:11,972
That's right.
329
00:16:11,972 --> 00:16:15,851
Your beloved mentor is secretly my puppet.
330
00:16:15,851 --> 00:16:20,105
You fought so hard
to bring him back to your school,
331
00:16:20,105 --> 00:16:23,650
never knowing you were
bringing me back too!
332
00:16:23,650 --> 00:16:26,195
Grady, Gwen, get everyone out of here!
333
00:16:26,195 --> 00:16:27,654
Clear the area!
334
00:16:28,530 --> 00:16:31,658
- We have to get out too.
- No. This is my school.
335
00:16:31,658 --> 00:16:33,619
I have to help the students and Max.
336
00:16:33,619 --> 00:16:36,079
Please get to safety. I'll meet you after.
337
00:16:44,296 --> 00:16:47,174
Hey, Venom! You're severely underdressed!
338
00:16:52,095 --> 00:16:54,890
Using the same trick twice?
339
00:16:55,224 --> 00:16:56,975
Venom evolves.
340
00:16:56,975 --> 00:16:59,061
I was only taunting you
341
00:16:59,061 --> 00:17:02,314
when I had my host suggest the idea.
342
00:17:03,607 --> 00:17:05,025
Max!
343
00:17:06,735 --> 00:17:08,779
That's right, Parker.
344
00:17:08,779 --> 00:17:12,407
Hurt me and hurt your precious Max.
345
00:17:12,407 --> 00:17:14,826
I am unstoppable!
346
00:17:16,370 --> 00:17:17,621
What?
347
00:17:17,621 --> 00:17:19,748
How?
348
00:17:19,748 --> 00:17:22,084
Easy-peasy Venom squeezy.
349
00:17:22,084 --> 00:17:24,878
That portal must have been
pulling down terawatts of power.
350
00:17:24,878 --> 00:17:27,047
Only nearby source with that much juice?
351
00:17:27,047 --> 00:17:29,925
Horizon's Arc Reactor,
352
00:17:29,925 --> 00:17:31,677
which we just went and shut down,
353
00:17:31,677 --> 00:17:33,512
like we're about to shut you down.
354
00:17:35,889 --> 00:17:37,307
Great move, guys.
355
00:17:37,307 --> 00:17:39,351
Everyone's out. The school's empty.
356
00:17:39,351 --> 00:17:42,062
So let's get this dance started.
357
00:17:45,691 --> 00:17:47,568
SPIDER-MAN: We gotta get
this thing off of Max.
358
00:18:00,247 --> 00:18:02,082
He's headed toward the Arc Reactor.
359
00:18:02,082 --> 00:18:03,667
We can't let him try to restart it.
360
00:18:14,052 --> 00:18:15,762
GHOST-SPIDER: Venom's raised
a force field?
361
00:18:15,762 --> 00:18:18,056
How does Venom know
how to raise a force field?
362
00:18:18,056 --> 00:18:20,267
SPIDER-MAN: Venom draws on
the strengths of his host,
363
00:18:20,267 --> 00:18:21,685
and right now, that's Max.
364
00:18:21,685 --> 00:18:24,605
That's how he repurposed
this room's security field to stop us.
365
00:18:24,980 --> 00:18:28,483
And that's how he's figuring out
how to reinitialize the Arc Reactor.
366
00:18:28,483 --> 00:18:30,861
That space gateway
will be back up in minutes.
367
00:18:30,861 --> 00:18:32,613
You guys know the specs of this room.
368
00:18:32,613 --> 00:18:34,406
Find a way to bypass that force field.
369
00:18:34,406 --> 00:18:35,782
I'll keep him occupied.
370
00:18:35,782 --> 00:18:37,576
How? You can't touch him.
371
00:18:37,576 --> 00:18:39,953
This alien's developed
a pretty outsized ego.
372
00:18:39,953 --> 00:18:42,039
I don't need to touch him
to bring him down.
373
00:18:43,790 --> 00:18:46,001
SPIDER-MAN: How are you even here, Venom?
374
00:18:46,001 --> 00:18:48,504
I cooked you back at your crash site.
375
00:18:48,504 --> 00:18:52,257
Ignorant human.
376
00:18:52,257 --> 00:18:55,802
Warriors of Klyntar are not
as easily defeated
377
00:18:55,802 --> 00:18:57,679
as you would believe,
378
00:18:58,055 --> 00:19:00,641
especially one as strong as me.
379
00:19:03,644 --> 00:19:06,146
You thought I was destroyed,
380
00:19:06,146 --> 00:19:09,525
but the smallest part of me survived
381
00:19:10,317 --> 00:19:13,070
on a seed I created.
382
00:19:13,862 --> 00:19:17,157
And you yourself brought me to Modell.
383
00:19:17,533 --> 00:19:21,578
I told you that you helped me
more than you realized.
384
00:19:21,787 --> 00:19:23,580
It took me a long time
385
00:19:23,580 --> 00:19:27,042
to grow stronger inside of Modell.
386
00:19:27,918 --> 00:19:31,463
I was still growing
when the others invaded...
387
00:19:31,463 --> 00:19:33,841
not strong enough to take part,
388
00:19:33,841 --> 00:19:37,678
but also protected inside my host
389
00:19:37,678 --> 00:19:39,471
from the Anti-Venom.
390
00:19:40,138 --> 00:19:41,640
But as I grew,
391
00:19:41,640 --> 00:19:44,852
I found I could influence my host.
392
00:19:45,477 --> 00:19:48,730
By the time Modell understood
what was going on,
393
00:19:48,730 --> 00:19:52,317
I was already entirely in control.
394
00:19:52,317 --> 00:19:55,445
Not a symbiotic relationship...
395
00:19:55,445 --> 00:19:57,865
a parasitic one!
396
00:19:59,616 --> 00:20:01,702
Fully powered.
397
00:20:01,702 --> 00:20:04,913
Hope you liked the story, Spider-Man.
398
00:20:04,913 --> 00:20:06,874
It will be your last.
399
00:20:06,874 --> 00:20:08,917
Guys, any luck? Please say yes.
400
00:20:08,917 --> 00:20:10,335
Thirty more seconds.
401
00:20:10,335 --> 00:20:12,629
Okay, let me see what I can...
402
00:20:12,754 --> 00:20:16,466
You won't be shutting down
that reactor again.
403
00:20:36,236 --> 00:20:37,696
Come!
404
00:20:37,696 --> 00:20:40,407
The way has been cleared!
405
00:20:51,043 --> 00:20:53,212
And I thought Venom was freaky.
406
00:20:53,212 --> 00:20:56,006
You, the lost brother.
407
00:20:56,381 --> 00:20:59,801
So then this must be Earth.
408
00:20:59,801 --> 00:21:02,554
Doesn't look so formidable, no?
409
00:21:02,554 --> 00:21:04,306
This won't take long.
410
00:21:04,306 --> 00:21:07,935
It's all over, over, over
411
00:21:07,935 --> 00:21:10,187
Welcome to the end.
412
00:21:10,187 --> 00:21:12,648
SPIDER-MAN: Not to be rude
to interstellar guests,
413
00:21:12,648 --> 00:21:15,817
but we fought off one invasion
by your kind already,
414
00:21:15,817 --> 00:21:17,611
and we'll do it again.
415
00:21:17,611 --> 00:21:19,446
You'll never take our planet!
416
00:21:24,535 --> 00:21:26,453
Foolish earthling.
417
00:21:26,745 --> 00:21:29,706
We're not here to take
your planet this time.
418
00:21:30,249 --> 00:21:32,709
We're here to destroy it!
30165
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