1
00:00:01,805 --> 00:00:03,271
<i>SPIDER-MAN: Seriously, MJ.</i>

2
00:00:03,307 --> 00:00:05,173
I'm really sorry I haven't
had much time lately.

3
00:00:05,208 --> 00:00:07,175
It's complicated.

4
00:00:07,210 --> 00:00:09,144
<i>You're in a special
science-immersion school.</i>

5
00:00:09,179 --> 00:00:13,114
Of course it's complicated.
That's a huge opportunity for you, Pete.

6
00:00:13,150 --> 00:00:15,417
But Midtown High hasn't
been the same since you left.

7
00:00:15,452 --> 00:00:18,420
Especially with what happened to Harry.

8
00:00:18,455 --> 00:00:20,121
How's he holding up?

9
00:00:20,157 --> 00:00:24,292
Life-signs are stable, but it's
like he's in complete hibernation.

10
00:00:24,328 --> 00:00:27,128
Whatever this infection
is, it's not letting him go.

11
00:00:27,164 --> 00:00:29,130
You should really come visit Harry.

12
00:00:29,166 --> 00:00:32,400
- And me.
- I will. First chance I get.

13
00:00:32,436 --> 00:00:36,013
- It's been good to hear your voice.
- You have no idea.

14
00:00:37,140 --> 00:00:40,108
Seeing Harry like that
can't be easy for Mary Jane.

15
00:00:40,143 --> 00:00:41,276
It's not easy for me, and crazy stuff

16
00:00:41,311 --> 00:00:43,411
is pretty much standard for my life.

17
00:00:43,447 --> 00:00:45,547
<i>SPIDER-MAN: MJ doesn't
know the half of it.</i>

18
00:00:45,582 --> 00:00:48,550
<i>The Anti-Venom symbiote that
attacked Harry was Hydra's creation.</i>

19
00:00:48,585 --> 00:00:50,251
[ROARS]

20
00:00:50,287 --> 00:00:51,519
<i>And in the process of stopping them,</i>

21
00:00:51,555 --> 00:00:54,222
<i>Agent Venom got knocked
out of commission.</i>

22
00:00:54,257 --> 00:00:57,225
<i>Add to that, Ock almost
destroyed the Triskelion,</i>

23
00:00:57,260 --> 00:01:00,514
<i>and Scarlet Spider sacrificed
himself to save New York.</i>

24
00:01:02,199 --> 00:01:04,232
All-in-all,
I've had better months.

25
00:01:04,267 --> 00:01:06,134
I could really use some good news.

26
00:01:07,270 --> 00:01:10,421
- FLASH: Yes!
- What's with all the "yessing"?

27
00:01:10,440 --> 00:01:12,107
We're back in business!

28
00:01:12,142 --> 00:01:15,076
[GROANS AND SIGHS]

29
00:01:15,112 --> 00:01:17,412
It seems the symbiote
has fully recovered

30
00:01:17,447 --> 00:01:20,415
from your battle with
Anti-Venom, Flash.

31
00:01:20,450 --> 00:01:23,385
Your own body, on the
other hand, hasn't.

32
00:01:23,420 --> 00:01:25,420
There's more to me than just me.

33
00:01:25,455 --> 00:01:28,123
If Venom's off the
disabled list, then...

34
00:01:28,158 --> 00:01:29,357
[GROANS]

35
00:01:29,393 --> 00:01:30,392
[GRUNTS]

36
00:01:31,461 --> 00:01:35,130
So am I!
See, good as new!

37
00:01:35,165 --> 00:01:36,131
[GRUNTS]

38
00:01:39,136 --> 00:01:41,436
It's not like we built doors
on this place or anything.

39
00:01:41,471 --> 00:01:43,171
[SIGHS]
I'll get him.

40
00:01:47,144 --> 00:01:49,310
Oh, yeah!

41
00:01:49,346 --> 00:01:52,213
SPIDER-MAN: Uh, Venom, maybe
we should slow up. [GRUNTING]

42
00:01:52,249 --> 00:01:53,515
You know, baby steps?

43
00:01:56,553 --> 00:01:58,186
[GROANS]

44
00:01:58,221 --> 00:02:01,289
Baby steps are for babies.
Uh-oh!

45
00:02:01,324 --> 00:02:02,290
[GROANS]

46
00:02:03,293 --> 00:02:04,492
Flash, you okay?

47
00:02:04,528 --> 00:02:06,061
[GROANS]

48
00:02:06,096 --> 00:02:11,299
I'm awesome. [LAUGHS]
Don't worry, this is just a joyride.

49
00:02:11,334 --> 00:02:14,202
It's not like we're taking on
a super-villain or something.

50
00:02:14,237 --> 00:02:15,236
Look out!

51
00:02:15,272 --> 00:02:17,305
[BOTH GRUNTING]

52
00:02:19,276 --> 00:02:21,176
<i>SPIDER-MAN: "No super-villain," huh?</i>

53
00:02:23,513 --> 00:02:25,413
You had to say that out loud.

54
00:02:26,724 --> 00:02:29,446
<i> sync and correction by f1nc0
~ Addic7ed.com ~ </i>

55
00:02:36,843 --> 00:02:38,943
Get under cover, Venom!
[GRUNTING]

56
00:02:40,113 --> 00:02:41,212
Whoa!

57
00:02:42,849 --> 00:02:45,884
Dr. Morbius?
Ock's timid lab assistant?

58
00:02:45,919 --> 00:02:48,052
Wow!
Someone's broke out of their shell.

59
00:02:50,323 --> 00:02:52,774
The last time we saw
this guy, he was helping

60
00:02:52,775 --> 00:02:55,226
Ock create the Anti-Venom
that took out Flash.

61
00:02:55,262 --> 00:02:57,295
So we don't exactly have
the best history together.

62
00:02:57,330 --> 00:02:59,715
And it looks like he's
gotten a few Hydra-themed

63
00:02:59,716 --> 00:03:02,609
upgrades since then, judging
by the tentaskull motif.

64
00:03:04,207 --> 00:03:07,342
- Whoa!
- Spidey!

65
00:03:07,377 --> 00:03:10,078
Venom, get outta here!
You're not ready!

66
00:03:10,113 --> 00:03:12,634
<i>- Whoa!
- Oh no, I ain't letting </i>

67
00:03:12,730 --> 00:03:15,283
<i>this clown escape
after what he did to me!</i>

68
00:03:15,318 --> 00:03:17,285
[GROANS]
Should have blocked that.

69
00:03:17,320 --> 00:03:19,087
[GROANING]

70
00:03:19,122 --> 00:03:20,121
Venom!

71
00:03:20,156 --> 00:03:21,155
[GROANING]

72
00:03:22,392 --> 00:03:24,359
Morbey! [CHUCKLES]
Morb-ster!

73
00:03:24,394 --> 00:03:26,327
Where'd you get all the fancy new toys?

74
00:03:27,197 --> 00:03:28,997
[GROANS]

75
00:03:29,032 --> 00:03:31,232
<i>Didn't Hydra go off the grid
when we sank Hydra Island?</i>

76
00:03:32,102 --> 00:03:33,134
[GROANING]

77
00:03:36,373 --> 00:03:39,273
Fool! With Hydra, destroy one head...

78
00:03:39,309 --> 00:03:43,177
SPIDER-MAN: [GRUNTS] Yeah, yeah.
You guys, always with the heads!

79
00:03:43,213 --> 00:03:45,413
[CRUMBLING]
Uh-oh!

80
00:03:45,448 --> 00:03:48,316
<i>SPIDER-MAN: Enough webbing
should hold it together.</i>

81
00:03:49,152 --> 00:03:51,452
[GROANING]

82
00:03:54,024 --> 00:03:56,991
Venom!
Stop the roof from collapsing!

83
00:03:57,027 --> 00:03:58,292
[GROANING]

84
00:03:58,328 --> 00:04:01,362
I can't do it.
I can't move!

85
00:04:02,198 --> 00:04:04,065
[CRUMBLING]

86
00:04:04,100 --> 00:04:05,266
'Scuze me, Morby.

87
00:04:05,301 --> 00:04:06,934
[GROANS]

88
00:04:07,404 --> 00:04:09,270
[CRUMBLING]

89
00:04:09,305 --> 00:04:10,938
It's not too late.

90
00:04:15,211 --> 00:04:16,978
[SCREAMING]
[GRUNTS]

91
00:04:17,013 --> 00:04:20,415
Sorry! [SCREAMING CONTINUES]
Accidentally dropped this!

92
00:04:20,450 --> 00:04:24,952
Come on, symbiote.
[GRUNTS] Come on!

93
00:04:27,457 --> 00:04:29,323
[GROANING]

94
00:04:34,464 --> 00:04:36,130
[GRUNTS]

95
00:04:36,166 --> 00:04:37,331
Get away from him!

96
00:04:39,269 --> 00:04:40,401
[VENOM GROANS]

97
00:04:42,205 --> 00:04:43,438
You were right, Spidey.

98
00:04:43,473 --> 00:04:47,041
People were in trouble,
and I couldn't do anything.

99
00:04:47,077 --> 00:04:51,179
It's like the symbiote got scared.
Or maybe I did.

100
00:04:51,214 --> 00:04:55,116
- It's not your fault.
- [GRUNTS] It is.

101
00:04:55,151 --> 00:04:58,219
I put everyone in danger
by coming out here.

102
00:04:58,254 --> 00:04:59,987
[GRUNTS]

103
00:05:00,023 --> 00:05:02,256
Morbius was after the Venom
suit and got a piece of it.

104
00:05:02,292 --> 00:05:06,394
I can feel it missing.
The symbiote wants to be all together.

105
00:05:06,429 --> 00:05:10,398
Come on, let's get you back to HQ.
I bet there's a game of...

106
00:05:10,433 --> 00:05:15,136
- Sports on. Baseball?
- It's hockey season.

107
00:05:15,171 --> 00:05:16,860
[BUZZER]
I knew that.

108
00:05:25,415 --> 00:05:28,182
I see you made it back in one piece.

109
00:05:28,218 --> 00:05:32,954
Don't sound so surprised, Dr. Octopus.
Or so disappointed.

110
00:05:32,989 --> 00:05:36,390
<i>After all, we cannot
trust you to leave the lab.</i>

111
00:05:36,426 --> 00:05:38,292
[SCOFFS]
[BEEPING]

112
00:05:38,328 --> 00:05:41,395
Crossbones. The symbiote sample.

113
00:05:41,431 --> 00:05:45,266
I'm following Arnim Zola's wishes
in his absence, just like I promised.

114
00:05:45,301 --> 00:05:48,269
<i>So you got the symbiote.
Big deal.</i>

115
00:05:48,304 --> 00:05:51,038
<i>I want you to show me
what you can do with it.</i>

116
00:05:51,074 --> 00:05:54,075
<i>Still, impressed you
pulled off what Ock couldn't.</i>

117
00:05:54,410 --> 00:05:56,077
[SNARLS]

118
00:05:56,112 --> 00:05:58,045
This is only the
beginning, I assure you.

119
00:05:58,081 --> 00:06:00,148
With the help of my new lab assistant,

120
00:06:00,183 --> 00:06:02,316
I will create a
weaponized armor for Hydra,

121
00:06:02,352 --> 00:06:04,919
<i>the likes of which no one has ever seen.</i>

122
00:06:04,954 --> 00:06:08,222
"Lab assistant,"
you pompous ingrate?

123
00:06:08,258 --> 00:06:11,125
I am one of the greatest
minds on the planet.

124
00:06:11,161 --> 00:06:14,228
<i>CROSSBONES: Yeah, and we
watched you waste that brainpower,</i>

125
00:06:14,264 --> 00:06:16,030
<i>obsessed with Spider-Man.</i>

126
00:06:16,065 --> 00:06:19,167
<i>Remember, Ock,
since Zola and Hydra Island</i>

127
00:06:19,202 --> 00:06:22,970
<i>sunk to the bottom of the
ocean, I'm in charge around here.</i>

128
00:06:23,006 --> 00:06:26,491
<i>Let's just say, you're
lucky Morbius needs you</i>

129
00:06:26,492 --> 00:06:28,694
<i>alive to finish his experiment.</i>

130
00:06:30,446 --> 00:06:32,947
You have the advantage now.

131
00:06:32,982 --> 00:06:36,217
But only I know
Spider-Man's greatest secret.

132
00:06:36,252 --> 00:06:39,053
Oh, it's only a matter of time.

133
00:06:41,124 --> 00:06:44,025
VENOM: Maybe I just need to
put some practice time in,

134
00:06:44,060 --> 00:06:47,028
run a few scrimmages,
get back in game-shape.

135
00:06:47,063 --> 00:06:49,197
- SPIDER-MAN: Yeah, that
sounds like a good...- Whoa!

136
00:06:49,232 --> 00:06:51,332
Plan? Uh, Flash?

137
00:06:51,367 --> 00:06:53,000
Scrimmages this way.
[VENOM GROANING]

138
00:06:53,036 --> 00:06:56,170
Hey! What?
I can't control it!

139
00:06:56,206 --> 00:06:59,006
Come on, symbiote,
what are you doing here!

140
00:06:59,042 --> 00:07:01,943
<i>We're friends! Help!</i>

141
00:07:01,978 --> 00:07:03,911
Oh, boy. This can't be good.

142
00:07:09,352 --> 00:07:11,118
Do you have the nutrient ready?

143
00:07:11,154 --> 00:07:14,188
I increased the lipid
concentration to stabilize

144
00:07:14,224 --> 00:07:17,925
the rate of enzymatic reaction
that you insisted upon.

145
00:07:17,961 --> 00:07:21,395
Excellent. See? I knew you
would prove yourself useful.

146
00:07:21,431 --> 00:07:23,331
Of all your previous work,

147
00:07:23,366 --> 00:07:27,134
this will be the greatest achievement
you will ever be associated with.

148
00:07:28,271 --> 00:07:29,971
[SCOFFS]

149
00:07:31,341 --> 00:07:34,108
Oh, we'll see about that.

150
00:07:34,143 --> 00:07:36,277
[SIZZLING]

151
00:07:45,421 --> 00:07:47,188
[ENERGY PULSES]

152
00:07:51,394 --> 00:07:54,028
The procedure is working.

153
00:07:54,063 --> 00:07:55,429
Flash, this is nuts!
[GROANING]

154
00:07:55,465 --> 00:07:57,298
Even more nuts than Squirrel Girl!

155
00:07:57,333 --> 00:08:00,201
[GROANING] I got an idea.
Let's turn around and go home!

156
00:08:00,236 --> 00:08:04,372
I can't!
It's calling us. It's a part of us.

157
00:08:04,407 --> 00:08:07,908
What are you talking about?
Wait... Morbius.

158
00:08:07,944 --> 00:08:10,177
You can sense the sample of
the symbiote he stole from you.

159
00:08:10,213 --> 00:08:14,181
Which means... Flash!
The symbiote's leading us to Hydra.

160
00:08:14,217 --> 00:08:16,017
You're not ready for this.

161
00:08:17,420 --> 00:08:19,954
I'm not in control.

162
00:08:19,989 --> 00:08:22,957
I told you that, like,
three times already.

163
00:08:22,992 --> 00:08:24,392
Okay, then I got an idea.

164
00:08:25,261 --> 00:08:26,260
[GRUNTS]

165
00:08:27,297 --> 00:08:30,064
- [YELLS] Really?
- Sorry!

166
00:08:31,167 --> 00:08:32,967
It's glorious.

167
00:08:33,002 --> 00:08:38,372
The other symbiotes, Venom, Anti-Venom,
all stepping stones to this.

168
00:08:38,408 --> 00:08:42,076
You are witnessing the
birth of the perfect weapon.

169
00:08:42,111 --> 00:08:47,281
- We shall see.
- Well, one of us will anyway.

170
00:08:47,317 --> 00:08:49,250
I'm afraid now that we're successful,

171
00:08:49,285 --> 00:08:53,020
your role in this little production
is finally at an end.

172
00:08:53,423 --> 00:08:54,955
[BEEPS]

173
00:08:56,125 --> 00:08:59,994
Huh?
What do you think you're doing?

174
00:09:00,029 --> 00:09:03,665
I'm finished with the Octopus.
See to him, will you?

175
00:09:05,401 --> 00:09:08,903
<i>SPIDER-MAN: Flash, it's not too late!
You have to regain control.</i>

176
00:09:08,938 --> 00:09:10,137
[SCREAMING]

177
00:09:10,173 --> 00:09:11,305
<i>You've done this before!</i>

178
00:09:13,242 --> 00:09:16,043
Maybe if I calm my mind...

179
00:09:16,079 --> 00:09:19,180
Ohmm...

180
00:09:20,016 --> 00:09:21,349
Whoa. [GRUNTS]

181
00:09:23,086 --> 00:09:25,019
- Or not.
- VENOM: Didn't work!

182
00:09:26,356 --> 00:09:28,122
[SPIDER-MAN YELLS]

183
00:09:28,157 --> 00:09:29,390
[GRUNTS]

184
00:09:29,425 --> 00:09:31,776
<i>MORBIUS: Spider-Man and Venom!</i>

185
00:09:33,429 --> 00:09:36,964
- There it is!
- That's not all. Doc Ock.

186
00:09:36,999 --> 00:09:38,165
[GRUNTING]

187
00:09:39,369 --> 00:09:42,036
[GROANING]

188
00:09:45,174 --> 00:09:48,242
Octopus!
What did you do?

189
00:09:48,277 --> 00:09:52,213
I just turned you into
my latest experiment.

190
00:09:52,248 --> 00:09:53,247
Likewise!

191
00:09:59,422 --> 00:10:01,288
[GROANING]

192
00:10:01,324 --> 00:10:04,183
Is this a bad time?
We can come back.

193
00:10:05,161 --> 00:10:07,661
Nothing about this could
possibly be good.

194
00:10:07,697 --> 00:10:09,730
[DR. OCTOPUS AND MORBIUS GROANING]
Oh, man.

195
00:10:09,766 --> 00:10:12,066
Doc Ock and Morbius are
both going monster on us.

196
00:10:12,101 --> 00:10:16,837
So we need to contain them before...
Flash? Flash!

197
00:10:16,873 --> 00:10:20,841
Spidey, you were right.
I'm not ready for this.

198
00:10:20,877 --> 00:10:23,778
<i>Now's not the best time to...
[GRUNTS]</i>

199
00:10:25,081 --> 00:10:28,983
Guys, that's really rude.
I'm trying to have a conversation.

200
00:10:29,018 --> 00:10:30,818
<i>BOTH: Wha...</i>

201
00:10:30,853 --> 00:10:32,720
Allow me to teach you some manners.

202
00:10:33,055 --> 00:10:34,722
[BOTH GROAN]

203
00:10:39,729 --> 00:10:41,095
[GROWLS]

204
00:10:41,130 --> 00:10:44,832
Ock, you look different.
Trying some new skin cream?

205
00:10:44,867 --> 00:10:46,100
[GROWLS]

206
00:10:47,737 --> 00:10:49,103
[GLASS SHATTERING]
[GRUNTS]

207
00:10:51,908 --> 00:10:54,775
Spidey! Huh?
[FABRIC TEARING]

208
00:10:54,811 --> 00:10:59,113
[GROWLING]

209
00:10:59,148 --> 00:11:01,916
Morbius and Ock are so weird.

210
00:11:01,951 --> 00:11:03,851
[GROWLING]
[GRUNTING]

211
00:11:06,756 --> 00:11:10,758
What are you, some kind of
living vampire bat-person?

212
00:11:10,793 --> 00:11:11,826
Gross!

213
00:11:11,861 --> 00:11:13,060
[GROWLING]

214
00:11:15,865 --> 00:11:16,997
[GROANS]

215
00:11:17,033 --> 00:11:18,098
[GRUNTS]

216
00:11:18,134 --> 00:11:20,100
Venom, come on.
Work with me!

217
00:11:21,971 --> 00:11:23,904
Take this, bat brain!

218
00:11:28,010 --> 00:11:29,710
[SNARLS]

219
00:11:29,745 --> 00:11:31,779
[SCREECHING]
[GROANS]

220
00:11:31,814 --> 00:11:33,113
[GROWLS]

221
00:11:33,916 --> 00:11:36,083
[GRUNTS]
No!

222
00:11:36,118 --> 00:11:40,054
I let him escape again!
I'm the worst.

223
00:11:40,089 --> 00:11:42,723
Flash, quit being so hard on yourself.

224
00:11:42,758 --> 00:11:45,793
Besides, I'm nominating
this guy for "the worst."

225
00:11:48,130 --> 00:11:50,764
See what I mean?
Whoa!

226
00:11:50,800 --> 00:11:52,967
[GRUNTING]

227
00:11:57,206 --> 00:11:59,940
You want Spidey?
You've gotta go through...

228
00:11:59,976 --> 00:12:01,876
[GROANING]

229
00:12:01,911 --> 00:12:04,678
Come on! [GRUNTS]
Not again!

230
00:12:04,714 --> 00:12:06,780
[GROANING]

231
00:12:06,816 --> 00:12:08,082
[SHOUTING]

232
00:12:08,117 --> 00:12:11,652
Huh?
Oh, not now!

233
00:12:11,687 --> 00:12:13,120
What are you afraid of, symbiote?

234
00:12:15,825 --> 00:12:17,091
[GRUNTS]
[GROANS]

235
00:12:19,695 --> 00:12:20,794
Flash!

236
00:12:24,767 --> 00:12:25,866
[GROANING]

237
00:12:25,902 --> 00:12:28,702
Oh, slash, slash, slash.
That's all you want to do.

238
00:12:28,738 --> 00:12:29,870
It's like we never talk anymore.

239
00:12:31,073 --> 00:12:32,673
[GRUNTS]

240
00:12:33,876 --> 00:12:37,678
[GROANS]

241
00:12:37,713 --> 00:12:39,980
Come on.
Symbiote, where are you?

242
00:12:41,017 --> 00:12:42,683
[SCREAMING]

243
00:12:42,718 --> 00:12:43,784
[GROANS]

244
00:12:43,819 --> 00:12:46,754
I preferred your old style, Ock.
It was classic. [SCREECHING]

245
00:12:46,789 --> 00:12:49,612
This look's too trendy ...
and deadly!

246
00:12:52,862 --> 00:12:54,128
Come on, come on!

247
00:12:54,163 --> 00:12:55,963
Spidey needs us! Hmm?

248
00:12:57,900 --> 00:12:58,933
Hmm...

249
00:12:59,936 --> 00:13:01,802
[GRUNTING]

250
00:13:04,807 --> 00:13:05,839
[GRUNTS]

251
00:13:06,876 --> 00:13:08,876
[GROANS]

252
00:13:08,911 --> 00:13:10,744
Isn't this the time when
you give me a big speech

253
00:13:10,780 --> 00:13:13,113
about destroying the
spider or how smart you are?

254
00:13:13,149 --> 00:13:16,083
[GROWLS]
No? Is that too old-school?

255
00:13:16,118 --> 00:13:17,885
[FLASH GRUNTS]
[SCREECHES]

256
00:13:17,920 --> 00:13:19,787
Perfect spiral!

257
00:13:19,822 --> 00:13:22,756
Football season is in!
[LAUGHS]

258
00:13:22,792 --> 00:13:25,025
Midtown varsity forever!

259
00:13:25,061 --> 00:13:27,094
[GRUNTS]
[GROWLING]

260
00:13:29,966 --> 00:13:31,732
Huh?
[GROANS]

261
00:13:32,702 --> 00:13:34,735
[GRUNTS]

262
00:13:34,770 --> 00:13:36,003
We need to get the symbiote off Ock

263
00:13:36,038 --> 00:13:38,939
if we want to have any
chance to contain it. A-ha!

264
00:13:40,876 --> 00:13:41,942
[GRUNTS]

265
00:13:41,978 --> 00:13:43,143
A sonic agitator.

266
00:13:43,179 --> 00:13:45,012
There might just be
a way to destabilize it

267
00:13:45,047 --> 00:13:46,981
if I can calculate a
dissonant frequency.

268
00:13:48,150 --> 00:13:49,950
I'll carry the two...

269
00:13:50,987 --> 00:13:52,853
[YELLS]

270
00:13:54,790 --> 00:13:56,824
Hey, Ock!
Eat science!

271
00:13:56,859 --> 00:13:57,992
[ENERGY PULSING]

272
00:13:59,795 --> 00:14:02,896
[DR. OCTOPUS SCREAMS]

273
00:14:04,700 --> 00:14:05,899
[GROANS]

274
00:14:09,739 --> 00:14:11,038
[GROANING]

275
00:14:11,907 --> 00:14:15,709
- Thanks for the save.
- Mutual.

276
00:14:15,745 --> 00:14:18,112
Looks like the symbiote
neutralized his Hydra nanotech.

277
00:14:20,016 --> 00:14:21,048
[GRUNTS]

278
00:14:22,918 --> 00:14:25,819
We seriously have to
stop meeting like this.

279
00:14:25,855 --> 00:14:28,922
Or at all, for that matter.
Ock?

280
00:14:28,958 --> 00:14:30,824
Huh, the trauma of
separating from the symbiote

281
00:14:30,860 --> 00:14:34,770
must have KO'd him.
And I wasted a perfectly good quip.

282
00:14:34,997 --> 00:14:36,096
[OOZING]

283
00:14:37,900 --> 00:14:39,800
Uh, Spidey?

284
00:14:39,835 --> 00:14:42,770
So, where were we?
Hockey game on TV?

285
00:14:42,805 --> 00:14:44,772
[ROARS]

286
00:14:44,807 --> 00:14:47,107
Hibbidy-jibbidy!
Creepy much? [EVIL CACKLE]

287
00:14:47,143 --> 00:14:48,809
I'm not sure we've met.

288
00:14:48,844 --> 00:14:50,110
I'm your friendly
neighborhood Spider-Man.

289
00:14:50,146 --> 00:14:53,047
The guy hanging behind me is
your ugly, unconscious host.

290
00:14:53,082 --> 00:14:54,982
And you are?

291
00:14:55,017 --> 00:15:00,087
Ca-Car-Carnage.

292
00:15:00,122 --> 00:15:04,091
Don't need a host.

293
00:15:04,126 --> 00:15:05,859
[HISSES]

294
00:15:05,895 --> 00:15:07,861
Sorry, did you say Carnage?

295
00:15:07,897 --> 00:15:10,898
Is that like a family name, or...
[GROWLS]

296
00:15:10,933 --> 00:15:12,700
Really no chance you just
want to be friends, is there?

297
00:15:12,735 --> 00:15:15,002
[ROARS]
Friends?

298
00:15:15,871 --> 00:15:18,772
Carnage is...

299
00:15:18,808 --> 00:15:21,842
chaos!

300
00:15:23,946 --> 00:15:28,082
[LAUGHS]
[SCREECHES]

301
00:15:28,117 --> 00:15:30,050
[GRUNTS]

302
00:15:30,086 --> 00:15:32,720
Ah!
A simple "no" would have done!

303
00:15:34,757 --> 00:15:36,056
[GROWLS]
[BOTH GRUNT]

304
00:15:36,091 --> 00:15:38,992
Why am I so bad at making friends?
[ROARS]

305
00:15:41,697 --> 00:15:42,696
[GRUNTING]

306
00:15:43,032 --> 00:15:44,631
[GROANS]

307
00:15:46,735 --> 00:15:47,968
Wow, Carnage.

308
00:15:48,003 --> 00:15:50,637
You were way less creepy
when you were Doc Ock.

309
00:15:50,673 --> 00:15:53,213
Can't believe I just said that.
[LAUGHING]

310
00:15:55,678 --> 00:15:56,677
Whoa!

311
00:15:56,712 --> 00:15:58,812
[GROANS]

312
00:15:58,847 --> 00:16:00,047
Since when do symbiotes laugh?
[CACKLES]

313
00:16:00,082 --> 00:16:03,050
Or talk? Or take human
form without a host?

314
00:16:03,085 --> 00:16:07,788
This isn't a normal symbiote, Spidey.
It feels different. [GROWLING]

315
00:16:07,823 --> 00:16:09,022
[GROWLS]

316
00:16:09,058 --> 00:16:10,757
[ROARS]

317
00:16:10,793 --> 00:16:11,825
Uh...

318
00:16:11,860 --> 00:16:13,060
[GROANS]

319
00:16:13,095 --> 00:16:15,896
Spidey! I can't get the
Venom symbiote to work!

320
00:16:15,931 --> 00:16:17,597
[GROWLING]

321
00:16:17,633 --> 00:16:20,767
- [GROANS] I'm no help!
- Of course you are.

322
00:16:20,803 --> 00:16:22,703
Did you forget about
your baseball moves?

323
00:16:22,738 --> 00:16:24,805
Football.
[GROWLS]

324
00:16:24,840 --> 00:16:28,642
Right. Point is, you don't
need Venom to be a hero, Flash.

325
00:16:29,678 --> 00:16:30,844
[GROANS]

326
00:16:30,879 --> 00:16:32,612
[ROARS]

327
00:16:32,648 --> 00:16:34,981
[GROWLING]

328
00:16:37,920 --> 00:16:40,954
Yipes! Whoa!
Didn't know you could do that.

329
00:16:40,989 --> 00:16:42,689
[GASPS]

330
00:16:44,727 --> 00:16:47,027
<i>[CACKLING] SPIDER-MAN: Hey, Red,
first rule of super-villaining...</i>

331
00:16:47,062 --> 00:16:50,864
never turn your back on the
Ultimate Spider-Man! [ENERGY PULSES]

332
00:16:50,899 --> 00:16:51,998
[SNARLS]

333
00:16:53,802 --> 00:16:55,102
[LAUGHING]

334
00:16:55,137 --> 00:16:56,970
Huh. That was useless.

335
00:16:57,005 --> 00:16:59,005
Maybe my expectations were too high.

336
00:16:59,041 --> 00:17:04,382
Ultimate destruction!
[LAUGHS]

337
00:17:06,882 --> 00:17:08,849
[GRUNTING]

338
00:17:08,884 --> 00:17:10,717
[CARNAGE CONTINUES LAUGHING]

339
00:17:10,753 --> 00:17:14,688
<i>SPIDER-MAN: What is so funny?
There's nothing funny!</i>

340
00:17:14,723 --> 00:17:15,722
[GROWLING]

341
00:17:16,859 --> 00:17:19,793
Oh, no.
[SNARLS]

342
00:17:21,029 --> 00:17:23,063
More chaos!

343
00:17:23,098 --> 00:17:25,999
[LAUGHING HYSTERICALLY]

344
00:17:26,034 --> 00:17:28,001
We can't let it get down to the city!

345
00:17:28,036 --> 00:17:30,637
<i>There's no telling what
it could do to people!</i>

346
00:17:30,672 --> 00:17:32,005
[CONTINUES LAUGHING]

347
00:17:33,742 --> 00:17:34,741
[GRUNTS]

348
00:17:37,813 --> 00:17:40,680
[GROANS]

349
00:17:42,084 --> 00:17:43,784
[GRUNTS]

350
00:17:49,091 --> 00:17:50,657
[YELPS]

351
00:17:51,994 --> 00:17:54,761
[GROANING]

352
00:17:54,797 --> 00:17:55,962
[GRUNTS]

353
00:17:55,998 --> 00:17:58,899
Come on, symbiote!
Get it together!

354
00:18:00,903 --> 00:18:02,002
Ugh!

355
00:18:02,037 --> 00:18:04,738
[BOTH GRUNTING]

356
00:18:04,773 --> 00:18:07,874
Really think you'd be
more comfortable inside.

357
00:18:07,910 --> 00:18:09,609
[GRUNTS]
[SNARLING]

358
00:18:10,913 --> 00:18:11,945
[GRUNTING]

359
00:18:14,883 --> 00:18:16,950
Ew!
[SNARLS]

360
00:18:16,985 --> 00:18:18,919
[GROANS]
[CARNAGE LAUGHING]

361
00:18:20,989 --> 00:18:22,055
[GRUNTS]

362
00:18:25,694 --> 00:18:26,893
[ROARS]

363
00:18:28,764 --> 00:18:30,897
[GRUNTS] Remind me
never to give you a hug.

364
00:18:30,933 --> 00:18:36,524
- Gotta run!
- You ain't runnin'. You fallin'!

365
00:18:36,772 --> 00:18:39,806
Whoa, whoa!

366
00:18:39,842 --> 00:18:42,642
[LAUGHING]
[GROANING]

367
00:18:44,980 --> 00:18:45,979
[SNARLS]

368
00:18:46,815 --> 00:18:47,781
[GROANS]

369
00:18:50,018 --> 00:18:52,652
It's now or never, symbiote.

370
00:18:53,755 --> 00:18:56,623
Come on!
Spider-Man needs us!

371
00:18:57,693 --> 00:18:58,992
[GROWLING]

372
00:19:01,930 --> 00:19:02,896
Ah!

373
00:19:04,032 --> 00:19:07,934
What are you, a scaredy cat?
Let's do this!

374
00:19:07,970 --> 00:19:09,603
Huh?
[GRUNTS]

375
00:19:10,072 --> 00:19:11,972
[GROANING]

376
00:19:12,007 --> 00:19:15,609
Fine! Flash Thompson
is saving Spider-Man

377
00:19:15,644 --> 00:19:18,370
with or without you, Venom.

378
00:19:18,680 --> 00:19:20,847
[YELLS]

379
00:19:21,650 --> 00:19:23,683
[EXCLAIMS] Huh?

380
00:19:23,719 --> 00:19:26,853
[LAUGHS]
Yeah! All right!

381
00:19:28,757 --> 00:19:29,823
[GRUNTS]

382
00:19:30,792 --> 00:19:31,825
[GROWLS]

383
00:19:31,860 --> 00:19:32,826
[GRUNTS]

384
00:19:33,729 --> 00:19:35,061
[GROANS AND SNARLS]

385
00:19:35,931 --> 00:19:40,867
We are Venom!
Oh, yeah! [GRUNTING]

386
00:19:41,937 --> 00:19:44,070
Hey! Welcome back.
How'd you do it?

387
00:19:44,106 --> 00:19:47,908
Looks like the Venom symbiote
just needed some inspiration.

388
00:19:47,943 --> 00:19:51,711
Keep him busy, 'cause I just
got some inspiration of my own.

389
00:19:51,747 --> 00:19:52,979
You got it, Spidey!

390
00:19:56,985 --> 00:19:58,952
The reason the sonic
blast worked on Ock-Carnage

391
00:19:58,987 --> 00:20:01,821
but not Carnage-Carnage
is because, without a host,

392
00:20:01,857 --> 00:20:03,657
their densities are different.

393
00:20:03,692 --> 00:20:05,659
I need to hit him from
two angles to compensate.

394
00:20:06,895 --> 00:20:08,728
[BEEPING]

395
00:20:08,764 --> 00:20:10,604
[VENOM SCREAMS]

396
00:20:11,934 --> 00:20:14,935
[GROANS] Everyone else
gets a Hydra power-up.

397
00:20:16,705 --> 00:20:17,871
Why not me?

398
00:20:22,077 --> 00:20:23,677
[GRUNTS]

399
00:20:24,913 --> 00:20:26,680
Venom, follow my lead!

400
00:20:28,884 --> 00:20:30,717
Incoming!

401
00:20:30,752 --> 00:20:33,053
[LAUGHING MANIACALLY]

402
00:20:34,890 --> 00:20:39,826
Carnage...
is the perfect weapon!

403
00:20:39,861 --> 00:20:41,995
[CONTINUES LAUGHING]

404
00:20:42,030 --> 00:20:45,837
Carnage is chaos!

405
00:20:52,007 --> 00:20:54,040
No, Carnage!
You're history.

406
00:20:54,076 --> 00:20:57,010
Oh, yeah!
Game over, Carny.

407
00:20:57,045 --> 00:20:59,913
Victory for Spidey and Agent Venom!

408
00:20:59,948 --> 00:21:02,682
Did he seem to be enjoying that to you?

409
00:21:04,920 --> 00:21:06,786
Oh, no.

410
00:21:06,822 --> 00:21:10,991
- We gave it exactly what it wanted.
- It wanted to get blown to pieces?

411
00:21:11,026 --> 00:21:14,661
It wasn't designed to be an
independently functioning symbiote.

412
00:21:14,696 --> 00:21:16,930
It was designed to be a symbiote bomb.

413
00:21:16,965 --> 00:21:18,732
[ALL SCREAMING]

414
00:21:18,767 --> 00:21:20,634
[ALL GROWLING]

415
00:21:22,804 --> 00:21:25,872
We've just helped Carnage spread
itself across half of New York!

416
00:21:25,907 --> 00:21:27,974
[PEOPLE SCREAMING]
[GROWLING AND LAUGHING]

417
00:21:33,521 --> 00:21:36,909
<i> sync and correction by f1nc0
~ Addic7ed.com ~ </i>

418
00:21:36,959 --> 00:21:41,509
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