1
00:00:01,001 --> 00:00:02,001
(BELLS CHIMING)

2
00:00:02,003 --> 00:00:04,136
(SPIDER-MAN GROANING)

3
00:00:04,138 --> 00:00:05,971
(CELL PHONE RINGING)

4
00:00:05,973 --> 00:00:09,208
That was quite a fall.
(RINGING CONTINUES)

5
00:00:09,210 --> 00:00:12,211
I don't think that ringing's
just in my head.

6
00:00:12,213 --> 00:00:14,113
(RINGING CONTINUES)

7
00:00:18,451 --> 00:00:21,120
MJ. Hey.
What's going on?

8
00:00:21,122 --> 00:00:24,123
Peter, you gotta get
to Oscorp now. I need help.

9
00:00:24,125 --> 00:00:26,792
(GROWLING)

10
00:00:26,794 --> 00:00:29,728
Wait. Everything's
coming back to me.

11
00:00:29,730 --> 00:00:32,331
Carnage. It's all
over the city.

12
00:00:32,333 --> 00:00:33,697
- Are you okay?
- Not for long.

13
00:00:33,698 --> 00:00:36,235
Those things, they're outside,
trying to get in.

14
00:00:36,237 --> 00:00:39,238
- And I can't move Harry.
- I'll be right there.

15
00:00:42,175 --> 00:00:43,742
(GROWLING)

16
00:00:44,344 --> 00:00:45,312
Oh, boy.

17
00:00:45,313 --> 00:00:48,480
Go unconscious for ten seconds
and everything falls apart.

18
00:00:48,482 --> 00:00:50,616
(GROWLING)
(PEOPLE SHUDDERING)

19
00:00:56,489 --> 00:00:59,825
In case you were wondering, this
isn't normal, even for New York.

20
00:00:59,827 --> 00:01:01,493
Doc Ock created the Venom symbiote,

21
00:01:01,495 --> 00:01:03,228
thinking he'd be able to control it.

22
00:01:03,230 --> 00:01:05,998
But it bonded with my friend
Flash Thompson to become a hero.

23
00:01:06,000 --> 00:01:08,667
So, then he tried to create another
version called Anti-Venom.

24
00:01:08,669 --> 00:01:12,838
That failed too, but not before putting
my friend Harry Osborn in a coma.

25
00:01:12,840 --> 00:01:15,874
Now Morbius, Ock's former
Hydra lab assistant,

26
00:01:15,876 --> 00:01:18,710
has unleashed
this new version... Carnage.

27
00:01:18,712 --> 00:01:23,015
It's built a hive, it's making more of
them, and it's infecting the entire city.

28
00:01:30,423 --> 00:01:33,258
Yeah. I need to figure out
a way to stop this.

29
00:01:33,260 --> 00:01:36,295
But first, I gotta get to my
best friends, Harry and MJ.

30
00:01:36,297 --> 00:01:38,297
(ROARS)

31
00:01:38,299 --> 00:01:41,700
Yikes! Hey, watch where
you're pointing those things.

32
00:01:41,702 --> 00:01:44,692
Okay, the sidewalk's occupied.
I can take a hint.

33
00:01:44,692 --> 00:01:45,305
(GRUNTS)

34
00:01:47,240 --> 00:01:48,140
(GRUNTS)

35
00:01:48,142 --> 00:01:49,671
Need a hand, soldier?

36
00:01:50,811 --> 00:01:53,579
Cap! You're... You!

37
00:01:53,581 --> 00:01:54,827
Where are the rest of the Avengers?

38
00:01:54,827 --> 00:01:58,717
There aren't any left. Whatever this
stuff is, it hit us hard and fast.

39
00:01:58,719 --> 00:02:00,886
(ROARING)

40
00:02:00,888 --> 00:02:03,288
Oh, right. I know
that roar anywhere.

41
00:02:03,290 --> 00:02:04,556
At least you still have Hulk.

42
00:02:05,959 --> 00:02:07,126
Not exactly.

43
00:02:07,128 --> 00:02:11,630
(ROARING)

44
00:02:11,632 --> 00:02:16,235
Carnage smash!

45
00:02:16,237 --> 00:02:19,338
Hulk? I like you
better in green!

46
00:02:24,527 --> 00:02:27,991
Sync and corrections by masaca
- addic7ed.com -

47
00:02:31,484 --> 00:02:34,123
- Smash!
- Whoa!

48
00:02:36,256 --> 00:02:38,957
(SHOUTING)

49
00:02:38,959 --> 00:02:40,159
(CAPTAIN AMERICA SHOUTS)

50
00:02:41,327 --> 00:02:43,095
(GRUNTS)

51
00:02:43,097 --> 00:02:44,730
Hold on, Cap.
I got you.

52
00:02:45,665 --> 00:02:46,257
(GRUNTS)

53
00:02:46,282 --> 00:02:48,057
Forget I said anything.

54
00:02:49,202 --> 00:02:50,844
CAPTAIN AMERICA: Your turn to hold on.

55
00:02:53,673 --> 00:02:55,174
(BOTH GRUNT)

56
00:03:00,680 --> 00:03:02,081
Okay, now we're even.

57
00:03:02,106 --> 00:03:02,905
(RUMBLING)

58
00:03:04,284 --> 00:03:05,751
Scratch that.

59
00:03:13,726 --> 00:03:15,194
Why Hulk?

60
00:03:15,196 --> 00:03:17,440
Couldn't Batroc have gotten
all Carnage-ized?

61
00:03:18,299 --> 00:03:19,798
He's coming back for round two.

62
00:03:28,308 --> 00:03:30,342
(LAUGHS)

63
00:03:30,344 --> 00:03:33,745
Don't make Carnage angry.

64
00:03:33,747 --> 00:03:38,000
You won't like Carnage angry.

65
00:03:38,025 --> 00:03:39,418
(ROARS)

66
00:03:39,420 --> 00:03:41,420
Hold him. I'm going in.

67
00:03:44,524 --> 00:03:46,225
(GRUNTS)

68
00:03:48,695 --> 00:03:50,963
(BOTH GRUNT)

69
00:03:51,564 --> 00:03:52,590
Ow.

70
00:03:53,534 --> 00:03:56,535
So, any other plan than
just trying to hit Chulk?

71
00:03:56,537 --> 00:03:57,669
Chulk?

72
00:03:57,671 --> 00:03:59,338
Yeah, Carnage-Hulk.

73
00:03:59,340 --> 00:04:01,039
I just took the "C"
and put it in front of the...

74
00:04:01,041 --> 00:04:03,275
Yeah, I get it. And no.
Just keep hitting him.

75
00:04:03,277 --> 00:04:06,345
The angrier Hulk gets, the more
gamma energy he releases.

76
00:04:10,617 --> 00:04:11,587
(SHRIEKS)

77
00:04:11,588 --> 00:04:15,052
I get it. Hulk's gamma might
burn out the Carnage symbiote.

78
00:04:15,055 --> 00:04:17,535
Why does everyone think Tony's
the only smart Avenger?

79
00:04:19,726 --> 00:04:23,228
Only downside, the angrier Hulk
gets, the stronger he gets.

80
00:04:23,230 --> 00:04:26,565
(GROWLING)

81
00:04:26,567 --> 00:04:29,001
- You mean Chulk.
- Stop.

82
00:04:32,639 --> 00:04:35,140
Anybody on the S.H.I.E.L.D.
Academy frequency?

83
00:04:35,142 --> 00:04:36,608
This is Spider-Man.

84
00:04:36,610 --> 00:04:38,043
Anybody?

85
00:04:38,045 --> 00:04:39,945
Set your comm as a repeating beacon.
(GRUNTS)

86
00:04:39,947 --> 00:04:41,446
You're now my favorite Avenger.

87
00:04:41,448 --> 00:04:43,749
If anyone's out there,
they'll lock on to this.

88
00:04:43,751 --> 00:04:45,384
(ROARS)
(SCREAMS)

89
00:04:48,421 --> 00:04:50,455
Come on, Chul... or Hulk.

90
00:04:50,457 --> 00:04:53,925
I know you're in there.
You can stop Carnage.

91
00:04:53,927 --> 00:04:56,395
CAPTAIN AMERICA: Use your Taser webs.

92
00:04:56,397 --> 00:04:58,630
I was just gonna
do that. I swear.

93
00:05:00,400 --> 00:05:02,234
(GRUNTS)

94
00:05:04,470 --> 00:05:06,071
(GROWLS)

95
00:05:07,340 --> 00:05:10,242
You got this, big guy.
Rip off the Carnage.

96
00:05:10,244 --> 00:05:12,644
(ROARS)

97
00:05:12,646 --> 00:05:14,179
Keep pouring it on.

98
00:05:15,748 --> 00:05:17,516
Don't know how long it'll last.

99
00:05:17,518 --> 00:05:20,419
They were built to stun, not toast.

100
00:05:20,421 --> 00:05:22,354
I'm out of juice.
(GROWLS)

101
00:05:23,856 --> 00:05:26,391
Hulk strong.

102
00:05:28,961 --> 00:05:33,532
But Carnage strongest one there is.

103
00:05:33,534 --> 00:05:35,100
(LAUGHS)

104
00:05:37,670 --> 00:05:40,539
(ALL LAUGHING)

105
00:05:40,541 --> 00:05:42,441
SPIDER-MAN: Well, the good news is,

106
00:05:42,443 --> 00:05:44,787
now we have enough Carnages
to start a volleyball team.

107
00:05:45,479 --> 00:05:47,379
Spider-Man, stay strong.

108
00:05:47,381 --> 00:05:48,947
SPIDER-MAN: Isn't that
what I was already doing?

109
00:05:48,949 --> 00:05:50,782
(GRUNTS)

110
00:05:50,784 --> 00:05:54,286
Cap, no! You are not gonna
take down my favorite Avenger.

111
00:05:54,288 --> 00:05:55,754
(BEEPING)
Huh?

112
00:05:57,457 --> 00:05:58,141
Found it.

113
00:05:58,166 --> 00:05:59,303
(ALL GRUNTING)

114
00:06:01,961 --> 00:06:03,862
Dagger, I'll clear you a path.

115
00:06:07,400 --> 00:06:09,468
I'm in position, Iron Fist.

116
00:06:10,570 --> 00:06:12,371
(GROWLING)

117
00:06:12,373 --> 00:06:16,074
Carnage crush!

118
00:06:16,076 --> 00:06:19,211
An enlightened soul
can never truly be crushed.

119
00:06:19,379 --> 00:06:21,513
Ki-yah!

120
00:06:21,515 --> 00:06:22,814
(GRUNTS)

121
00:06:22,816 --> 00:06:25,987
Don't mess
with S.H.I.E.L.D. Academy!

122
00:06:27,019 --> 00:06:28,653
(GROWLS)

123
00:06:33,993 --> 00:06:35,260
(GRUNTS)

124
00:06:35,262 --> 00:06:38,589
Hey, not bad.

125
00:06:38,665 --> 00:06:39,731
Oh.

126
00:06:40,833 --> 00:06:42,381
(SNORES)

127
00:06:42,406 --> 00:06:43,735
Smash.

128
00:06:43,737 --> 00:06:45,504
Good work, but stay sharp, team.

129
00:06:48,875 --> 00:06:50,041
Back off.

130
00:06:50,043 --> 00:06:51,610
This body's already taken.

131
00:06:52,111 --> 00:06:54,913
(SHRIEKING)

132
00:06:57,583 --> 00:06:58,884
(GRUNTS) Cloak!

133
00:07:04,724 --> 00:07:07,459
(GRUNTING)

134
00:07:10,229 --> 00:07:13,398
The symbiotes totally mess
with his teleportation.

135
00:07:13,400 --> 00:07:16,501
It seems Cloak has more willpower
than any of us realized.

136
00:07:17,570 --> 00:07:20,439
Can't contain...

137
00:07:20,441 --> 00:07:22,307
(GRUNTS)

138
00:07:23,176 --> 00:07:24,118
Cloak!

139
00:07:24,945 --> 00:07:26,170
I tried.

140
00:07:27,114 --> 00:07:29,614
Get him on his feet.
We need to keep moving.

141
00:07:32,418 --> 00:07:33,652
Coast is clear.

142
00:07:33,654 --> 00:07:34,914
(GROWLING AND SCREAMING)
Or not.

143
00:07:38,724 --> 00:07:40,065
That room they're all focused on.

144
00:07:40,065 --> 00:07:42,761
That's where Harry and MJ are.
(RINGING)

145
00:07:42,763 --> 00:07:44,349
MARY JANE: <i>Peter, where are you?</i>

146
00:07:44,798 --> 00:07:46,308
SPIDER-MAN: <i>Almost there, MJ.</i>

147
00:07:48,568 --> 00:07:50,502
You're too late.
They're inside.

148
00:07:50,604 --> 00:07:51,770
(GROWLING)

149
00:07:51,772 --> 00:07:54,673
ALL: Feed on the sleeper.

150
00:07:54,675 --> 00:07:57,209
Destroy the sleeper.

151
00:07:58,010 --> 00:07:59,511
Mary Jane!

152
00:07:59,513 --> 00:08:02,013
(GROWLING)

153
00:08:03,649 --> 00:08:05,010
Harry! No!

154
00:08:05,064 --> 00:08:06,175
(GASPS)

155
00:08:08,521 --> 00:08:10,655
Oh, no. Not...

156
00:08:10,657 --> 00:08:12,491
(LAUGHS)

157
00:08:15,361 --> 00:08:18,930
He's Anti-Venom again.
Harry, you okay?

158
00:08:18,932 --> 00:08:22,712
Burn the infection.

159
00:08:22,737 --> 00:08:24,503
(ROARS)

160
00:08:24,505 --> 00:08:27,339
Ah! Guess that answers
that question.

161
00:08:30,276 --> 00:08:33,445
Compared to Anti-Venom,
Carnages aren't so bad.

162
00:08:35,281 --> 00:08:37,082
Anti-Venom saved me?

163
00:08:39,652 --> 00:08:41,853
Whoa. Can't say
I saw that coming.

164
00:08:41,855 --> 00:08:46,224
It's like a disease.
Cleanse all.

165
00:08:50,329 --> 00:08:53,365
Anti-Venom's burning
the Carnage symbiotes off.

166
00:08:56,235 --> 00:08:56,787
Ah!

167
00:08:56,787 --> 00:08:58,160
(GROANS)

168
00:08:59,705 --> 00:09:01,673
(GRUNTS)

169
00:09:01,675 --> 00:09:06,011
They're unconscious, but unhurt.
Is that thing a cure?

170
00:09:06,013 --> 00:09:08,413
Anti-Venom was created
to destroy Venom.

171
00:09:08,415 --> 00:09:11,883
And Carnage was created from a Venom
sample, so I guess that makes sense.

172
00:09:11,885 --> 00:09:12,811
Kinda. (THUDS)

173
00:09:13,554 --> 00:09:17,289
Yeah, Anti-Venom's touch is
pretty messed up for symbiotes.

174
00:09:17,591 --> 00:09:20,725
Patient zero.

175
00:09:20,727 --> 00:09:22,761
Uh, guys?

176
00:09:22,763 --> 00:09:25,855
He's, um, looking at me funny.

177
00:09:26,400 --> 00:09:30,635
Venom, slowly get behind me and the war
hero with the unbreakable shield.

178
00:09:32,104 --> 00:09:32,892
Too late.

179
00:09:34,007 --> 00:09:35,541
Spider-Man, what's this all about?

180
00:09:35,601 --> 00:09:36,509
(GRUNTS)

181
00:09:36,510 --> 00:09:39,210
These Carnages are like
a light snack to Anti-Venom.

182
00:09:39,212 --> 00:09:40,579
He's after the original.

183
00:09:42,181 --> 00:09:44,015
Will his touch destroy Agent Venom?

184
00:09:44,017 --> 00:09:45,344
SPIDER-MAN: That's one way to put it.

185
00:09:46,453 --> 00:09:49,621
Last time, he barely scratched
me, and I was out for weeks.

186
00:09:49,623 --> 00:09:51,423
So, I'm going with yes.

187
00:09:56,362 --> 00:09:58,697
(LAUGHING)

188
00:10:00,433 --> 00:10:01,633
(GRUNTS)

189
00:10:05,237 --> 00:10:06,340
Ki-yah!

190
00:10:07,240 --> 00:10:07,661
Hah!

191
00:10:07,686 --> 00:10:08,631
(GRUNTS)

192
00:10:12,311 --> 00:10:13,812
(GRUNTS)

193
00:10:16,749 --> 00:10:19,651
Dagger! She's out,
but I think she's okay.

194
00:10:19,653 --> 00:10:22,119
Nothing is okay.

195
00:10:22,723 --> 00:10:25,790
All must be cleansed.

196
00:10:25,892 --> 00:10:28,293
WOMAN: Stop! Don't hurt him!

197
00:10:28,295 --> 00:10:29,628
My friend's in there.

198
00:10:29,630 --> 00:10:32,430
Harry Osborn's been
taken over by that thing.

199
00:10:32,432 --> 00:10:34,599
We know, ma'am, but you
need to get out of here.

200
00:10:34,601 --> 00:10:36,735
- It's not safe.
- You don't understand.

201
00:10:36,737 --> 00:10:39,304
Find Peter Parker.
He can fix this.

202
00:10:39,306 --> 00:10:41,740
Harry will listen to him.
I know it.

203
00:10:41,742 --> 00:10:44,743
We'll find him. But for now,
you need to get to safety.

204
00:10:44,745 --> 00:10:46,411
The whole city's in danger.

205
00:10:46,413 --> 00:10:48,613
I'm not gonna run off and hide.

206
00:10:48,615 --> 00:10:50,782
Well then, we could use your help.

207
00:10:50,784 --> 00:10:51,983
The <i>Bugle</i> is down.

208
00:10:51,985 --> 00:10:53,952
The city doesn't have
anyone to guide them.

209
00:10:53,954 --> 00:10:56,588
If I can make it to the digital
media lab at Midtown High,

210
00:10:56,590 --> 00:10:59,424
I might be able to access the <i>Bugle</i>
screens and stream through them.

211
00:10:59,426 --> 00:11:01,460
But that's a big "if."

212
00:11:01,928 --> 00:11:04,029
Luckily, big "ifs" are our specialty.

213
00:11:04,031 --> 00:11:05,697
Cloak, can you get her there?

214
00:11:05,699 --> 00:11:08,133
On it, Spidey. Then I'll
get Dagger to safety.

215
00:11:08,135 --> 00:11:10,502
You'll protect Harry?
Promise?

216
00:11:12,171 --> 00:11:13,101
I promise.

217
00:11:13,126 --> 00:11:13,938
(THUDS)

218
00:11:13,940 --> 00:11:16,041
(GROWLING)
(GRUNTING)

219
00:11:17,009 --> 00:11:18,610
This is not gonna be easy.

220
00:11:21,280 --> 00:11:22,781
But when has that ever stopped me?

221
00:11:22,783 --> 00:11:23,425
(GRUNTS)

222
00:11:23,450 --> 00:11:25,350
Carnage, Venom, Anti-Venom.

223
00:11:25,352 --> 00:11:26,718
This isn't my world.

224
00:11:26,720 --> 00:11:28,987
I'll back your play,
Spider-Man, whatever it is.

225
00:11:28,989 --> 00:11:30,789
We need to get
Anti-Venom up there.

226
00:11:30,791 --> 00:11:32,290
That's the source of these things.

227
00:11:32,292 --> 00:11:34,893
If he can burn it away, it
could stop them all at once.

228
00:11:34,895 --> 00:11:37,496
How we gonna do that? Ask politely?

229
00:11:37,521 --> 00:11:38,363
(ROARS)

230
00:11:38,365 --> 00:11:38,870
(GRUNTS)

231
00:11:38,870 --> 00:11:40,570
No. We bait him.

232
00:11:41,168 --> 00:11:42,701
Venom, think of it this way.

233
00:11:42,703 --> 00:11:45,403
The city is the field,
Anti-Venom is after you,

234
00:11:45,405 --> 00:11:48,673
- so...
- I'm the ball.

235
00:11:48,675 --> 00:11:50,975
See? I know a thing or two
about sports.

236
00:11:50,977 --> 00:11:52,477
Sometimes.

237
00:11:52,479 --> 00:11:53,812
(BOTH GRUNTING)

238
00:11:53,814 --> 00:11:56,314
All right, team, regroup
around Agent Venom.

239
00:11:56,316 --> 00:11:58,717
It's first down,
and we need a home run.

240
00:11:58,719 --> 00:11:59,818
Is that right?

241
00:11:59,820 --> 00:12:01,920
Um, close enough.

242
00:12:02,655 --> 00:12:04,055
(ALL GRUNTING)

243
00:12:04,057 --> 00:12:05,190
Hike.

244
00:12:05,192 --> 00:12:07,258
I totally used a football word.

245
00:12:10,730 --> 00:12:12,998
Heads up. We got
company, 12:00.

246
00:12:14,634 --> 00:12:17,102
Yeah, we're a little busy
with our 6:00.

247
00:12:17,204 --> 00:12:20,772
I don't want to embarrass you,
Spidey, but it's only 4:30.

248
00:12:25,411 --> 00:12:27,178
Nice aim, soldier.

249
00:12:27,180 --> 00:12:31,375
Dude, Cap said I have
nice aim. I might pass out.

250
00:12:31,752 --> 00:12:33,318
Keep it together, Flash.

251
00:12:41,761 --> 00:12:46,765
Must make clean.

252
00:12:46,767 --> 00:12:48,767
I think I'm allergic
to your brand of soap.

253
00:12:50,103 --> 00:12:53,204
Let's slow you down a bit,
Anti-Venom.

254
00:12:53,206 --> 00:12:55,740
<i>Hope this thing's on.
Here goes nothing.</i>

255
00:12:55,742 --> 00:12:57,876
Whoa. It's MJ.

256
00:12:57,878 --> 00:12:59,144
Yeah, didn't you know?

257
00:12:59,146 --> 00:13:01,312
Even my non-Academy friends
are heroes.

258
00:13:03,649 --> 00:13:06,384
<i>People of New York, Mary
Jane Watson reporting.</i>

259
00:13:06,386 --> 00:13:08,920
<i>Here's the low-down on how to safely
navigate the streets</i>

260
00:13:08,922 --> 00:13:10,822
<i>away from this Carnage mess.</i>

261
00:13:10,824 --> 00:13:12,791
(ALL CHEERING)

262
00:13:12,793 --> 00:13:14,626
(GRUNTING)

263
00:13:24,837 --> 00:13:26,838
SPIDER-MAN: We're here, gang.
Hold them off.

264
00:13:28,841 --> 00:13:29,841
(ALL GRUNT)

265
00:13:32,745 --> 00:13:34,245
Since when can they do that?

266
00:13:34,247 --> 00:13:37,515
Please, help me!

267
00:13:37,517 --> 00:13:40,185
- Shriek?
- Friend of yours?

268
00:13:40,187 --> 00:13:42,658
Trust me, nothing about her
is friendly.

269
00:13:44,290 --> 00:13:47,892
(LAUGHING)

270
00:13:49,762 --> 00:13:51,582
And we were so close.

271
00:13:53,365 --> 00:13:55,800
Come on, Shriek, we're almost there.

272
00:13:55,802 --> 00:13:57,836
Any chance you might just let us pass?

273
00:13:57,838 --> 00:13:59,838
(SHRIEKING)

274
00:13:59,840 --> 00:14:01,673
So unreasonable.

275
00:14:01,675 --> 00:14:04,042
Advance the line.
We can't get caught up here.

276
00:14:07,613 --> 00:14:09,013
(GRUNTING)

277
00:14:13,853 --> 00:14:15,861
SPIDER-MAN: Cap made a hole. Let's go.

278
00:14:21,961 --> 00:14:23,194
Venom! No!

279
00:14:23,196 --> 00:14:24,863
Ki-yah!

280
00:14:24,865 --> 00:14:26,064
(VOCALIZING)

281
00:14:26,066 --> 00:14:28,167
Got him, Spidey. You go while I...

282
00:14:28,192 --> 00:14:28,891
(GRUNTS)

283
00:14:29,635 --> 00:14:31,703
(GROANING)

284
00:14:31,705 --> 00:14:33,071
(GROANING)

285
00:14:36,041 --> 00:14:37,976
SPIDER-MAN: They've got Iron Fist!

286
00:14:41,213 --> 00:14:42,236
Look out.

287
00:14:42,983 --> 00:14:44,082
No!

288
00:14:45,084 --> 00:14:46,985
(GROANING)

289
00:14:50,089 --> 00:14:54,284
I will cleanse you.
I will purify you.

290
00:14:56,996 --> 00:14:58,830
Hands off, pal.

291
00:14:58,832 --> 00:15:00,732
(ALL GRUNT)

292
00:15:03,669 --> 00:15:05,937
Flash. Flash? Wake up.

293
00:15:05,939 --> 00:15:07,605
We made it to the 10 yard line.

294
00:15:07,607 --> 00:15:08,940
I think that's right.

295
00:15:10,175 --> 00:15:11,284
(GRUNTS)

296
00:15:11,288 --> 00:15:12,075
I've got you.

297
00:15:12,078 --> 00:15:13,578
We've got to keep going.

298
00:15:13,580 --> 00:15:14,979
(ROARS)
(GRUNTS)

299
00:15:17,082 --> 00:15:21,019
(LAUGHING)

300
00:15:21,687 --> 00:15:23,288
(GROWLS)

301
00:15:25,090 --> 00:15:26,764
Wait. Cap!

302
00:15:27,594 --> 00:15:30,024
Move it, soldier.
Don't look back.

303
00:15:31,297 --> 00:15:34,966
(LAUGHING)

304
00:15:34,968 --> 00:15:36,935
That's right. Follow the Venom.

305
00:15:41,407 --> 00:15:42,774
(PANTING)

306
00:15:42,776 --> 00:15:43,706
(GROWLING)

307
00:15:44,945 --> 00:15:47,679
Man, I'm really getting tired of
playing Spider in the middle.

308
00:15:54,620 --> 00:15:55,454
(GRUNTS)

309
00:15:56,122 --> 00:15:57,956
Too bad you're unconscious, Flash.

310
00:15:57,958 --> 00:15:59,824
I think you would
kind of like this play.

311
00:15:59,826 --> 00:16:00,939
(GROWLING)

312
00:16:01,461 --> 00:16:03,643
Come on, slowpoke.
You can do it.

313
00:16:05,898 --> 00:16:06,798
(SHRIEKING)

314
00:16:06,900 --> 00:16:08,967
Shriek, you have the worst timing.

315
00:16:10,669 --> 00:16:12,904
Hey, I have a friend you should meet.

316
00:16:13,439 --> 00:16:15,006
(SHRIEKS)

317
00:16:19,678 --> 00:16:21,079
(GRUNTS)

318
00:16:24,783 --> 00:16:25,984
You'll thank me later.

319
00:16:25,986 --> 00:16:28,119
Actually, you probably won't.

320
00:16:28,121 --> 00:16:29,687
You have a terrible personality.

321
00:16:31,123 --> 00:16:32,357
Not yet, Anti-Buddy.

322
00:16:32,359 --> 00:16:34,325
We still need to get you inside.

323
00:16:35,094 --> 00:16:36,527
(GRUNTS)

324
00:16:38,797 --> 00:16:40,999
Ew. This would be
fascinating if it wasn't

325
00:16:41,001 --> 00:16:42,911
the single grossest
thing I've ever seen.

326
00:16:43,470 --> 00:16:46,411
Wow, Carnage. Looks like
you have a heart after all.

327
00:16:47,273 --> 00:16:49,870
So, what do I do now?

328
00:16:51,777 --> 00:16:53,011
(GROWLS)

329
00:16:59,184 --> 00:17:02,790
This would be a horrible time to
find out my plan isn't gonna work.

330
00:17:03,056 --> 00:17:04,856
Purify Venom.

331
00:17:06,792 --> 00:17:08,693
Purify the heart.

332
00:17:10,696 --> 00:17:12,196
(CONTINUES BEATING)

333
00:17:14,133 --> 00:17:16,868
(BEATS RAPIDLY)

334
00:17:18,203 --> 00:17:19,537
(GROWLS)

335
00:17:27,046 --> 00:17:29,747
I think we'll take this
as our cue to leave.

336
00:17:29,749 --> 00:17:30,982
Don't mind us.

337
00:17:44,530 --> 00:17:46,064
(SCREAMS)

338
00:17:46,331 --> 00:17:47,432
Harry!

339
00:17:48,600 --> 00:17:51,702
Too much to cleanse.

340
00:17:51,704 --> 00:17:53,719
To cure.

341
00:17:54,073 --> 00:17:56,174
(SCREAMS)

342
00:17:56,708 --> 00:17:58,439
No!

343
00:17:58,745 --> 00:18:02,280
You're supposed to destroy the
Carnage, not be destroyed.

344
00:18:03,182 --> 00:18:05,902
Must cure infection,

345
00:18:07,519 --> 00:18:10,221
no matter what happens to host.

346
00:18:10,223 --> 00:18:12,123
Hey, I need that host.

347
00:18:12,125 --> 00:18:13,791
Listen to me. Harry.

348
00:18:13,793 --> 00:18:16,427
You've got to get out of there.
Can you hear me?

349
00:18:16,429 --> 00:18:18,196
(GROWLING)

350
00:18:19,031 --> 00:18:21,165
If you won't listen
to Spider-Man,

351
00:18:22,868 --> 00:18:24,535
then what about Peter Parker?

352
00:18:24,537 --> 00:18:26,404
You're my best friend, Harry.

353
00:18:26,406 --> 00:18:29,040
I know you're in there.
You have to fight this.

354
00:18:34,046 --> 00:18:35,213
Pete?

355
00:18:35,215 --> 00:18:36,981
You... You're Spider-Man?

356
00:18:36,983 --> 00:18:38,082
Long story.

357
00:18:38,084 --> 00:18:39,150
I'll tell you all about it,

358
00:18:39,152 --> 00:18:40,785
but we gotta get you out of here.

359
00:18:40,787 --> 00:18:43,254
Leave the Anti-Venom symbiote
here to do its job.

360
00:18:43,256 --> 00:18:46,324
Okay, Pete. I'm with you.

361
00:18:46,326 --> 00:18:48,693
(GRUNTS)

362
00:18:53,165 --> 00:18:55,399
(BEATING CONTINUES)

363
00:18:55,401 --> 00:18:57,178
SPIDER-MAN: The Anti-Venom's not moving.

364
00:18:58,170 --> 00:18:59,242
What's going on?

365
00:19:00,639 --> 00:19:04,275
It needs me. It needs
a host to destroy Carnage.

366
00:19:04,277 --> 00:19:06,577
No. I'll do it. You go.

367
00:19:08,647 --> 00:19:10,414
Come on. Take me.

368
00:19:10,416 --> 00:19:12,207
(GRUNTS) I'm your host now.

369
00:19:12,852 --> 00:19:15,520
Pete, it's gotta be me.

370
00:19:15,522 --> 00:19:17,655
No. No!

371
00:19:17,657 --> 00:19:19,090
You'll be destroyed.

372
00:19:19,092 --> 00:19:22,193
It's the only way.
You know this.

373
00:19:22,195 --> 00:19:26,164
If anyone understands
being a hero, it's you.

374
00:19:27,266 --> 00:19:29,267
I can't let this happen.

375
00:19:29,269 --> 00:19:31,469
HARRY: You'll lose the city
if I don't do this.

376
00:19:31,471 --> 00:19:34,438
They need you.
The people need Spider-Man.

377
00:19:36,275 --> 00:19:37,942
(GRUNTING)

378
00:19:40,212 --> 00:19:44,015
- Now, go. (GRUNTS)
- No, stop!

379
00:19:46,285 --> 00:19:47,885
(SCREAMING)

380
00:19:52,224 --> 00:19:57,061
Spider-Man.
My best friend is Spider-Man.

381
00:19:57,063 --> 00:19:58,875
How about that.

382
00:20:14,346 --> 00:20:16,380
Harry!

383
00:20:17,082 --> 00:20:19,250
(ALL GROANING)

384
00:20:33,098 --> 00:20:35,333
No! Buddy, come on.

385
00:20:35,335 --> 00:20:38,302
Wake up, please.
Harry!

386
00:20:39,438 --> 00:20:42,106
Quit with the screaming.

387
00:20:42,108 --> 00:20:44,034
I just saved the day, didn't I?

388
00:20:44,077 --> 00:20:45,227
(CHUCKLES)

389
00:20:45,252 --> 00:20:46,377
Uh, yeah.

390
00:20:46,379 --> 00:20:48,846
You were better than Captain America.

391
00:20:48,848 --> 00:20:50,281
(ALL GROANING)

392
00:20:50,283 --> 00:20:53,451
Because of you, the city survived this.

393
00:20:55,087 --> 00:20:59,290
So, Spider-Man's my best friend.

394
00:20:59,292 --> 00:21:02,360
- Yep.
- Does MJ know?

395
00:21:02,362 --> 00:21:03,628
Nope.

396
00:21:03,630 --> 00:21:06,264
Hey, kid I've never met.

397
00:21:06,266 --> 00:21:08,399
Why are you dressed
like Spider-Man?

398
00:21:08,401 --> 00:21:10,768
It's okay, Flash.
He knows.

399
00:21:10,770 --> 00:21:13,204
Wait. Flash Thompson?

400
00:21:13,905 --> 00:21:15,640
Well, this is awkward.

401
00:21:15,642 --> 00:21:17,875
Is everyone we know a superhero?

402
00:21:17,877 --> 00:21:21,879
Not everyone. But who knows
what tomorrow's gonna bring.

403
00:21:30,255 --> 00:21:32,556
(GROWLING)

404
00:21:32,622 --> 00:21:35,822
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