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1
00:00:05,487 --> 00:00:07,207
I am in serious trouble,
2
00:00:07,822 --> 00:00:10,858
or at least I would be, if I
wasn't the ultimate Spider-Man.
3
00:00:11,042 --> 00:00:13,739
I take it back.
I am in serious trouble. Whoa!
4
00:00:13,764 --> 00:00:16,831
Meet the Iron Spider
Hulkbuster suit, times two.
5
00:00:22,565 --> 00:00:23,701
Can't stick around.
6
00:00:23,734 --> 00:00:25,101
Spidey sense telling me to move.
7
00:00:27,328 --> 00:00:29,384
Youch. Hate when that happens.
8
00:00:29,782 --> 00:00:32,006
See, I'm not
your average arachnid.
9
00:00:34,497 --> 00:00:35,761
Hi.
How's it going?
10
00:00:38,305 --> 00:00:39,768
Spidey wins.
11
00:00:40,768 --> 00:00:43,420
And the crowd goes,
"ahh."
12
00:00:45,689 --> 00:00:46,734
Hey, Doc Connors.
13
00:00:46,763 --> 00:00:49,083
Please tell Iron Man I'm sorry
about breaking his toys.
14
00:00:49,108 --> 00:00:50,818
Your help was invaluable,
Spider-Man.
15
00:00:51,115 --> 00:00:53,686
You exposed the weakness
in my combat A.I.
16
00:00:53,711 --> 00:00:55,902
This next version
will require a pilot.
17
00:00:56,152 --> 00:00:57,399
Hey, I know a guy.
18
00:00:57,431 --> 00:00:58,800
Let me know when I can
take it for a spin.
19
00:00:58,825 --> 00:00:59,887
Yo, Spidey.
20
00:01:02,276 --> 00:01:05,588
- What're you doing here, Flash?
- It's Venom. Agent Venom.
21
00:01:05,613 --> 00:01:07,988
And I'm here to do
a little extra credit work.
22
00:01:08,456 --> 00:01:11,396
Gotta say, I wasn't sure how
getting stuck as Venom would go,
23
00:01:11,421 --> 00:01:13,192
but it's turned out pretty rad.
24
00:01:16,485 --> 00:01:17,866
Doctor Connors?
25
00:01:19,711 --> 00:01:20,983
I'm awake now.
26
00:01:21,363 --> 00:01:22,754
Speaking of not-so-rad...
27
00:01:22,779 --> 00:01:24,386
What's Alex doing here?
28
00:01:24,866 --> 00:01:26,740
We've been running tests on Rhino.
29
00:01:28,561 --> 00:01:31,912
And unfortunately,
there is no more Alex.
30
00:01:32,163 --> 00:01:35,084
The chemicals he took have made
his transformation permanent.
31
00:01:35,109 --> 00:01:37,170
Wait, permanent?
32
00:01:37,367 --> 00:01:39,561
You mean I'll never
be a normal kid again?
33
00:01:39,586 --> 00:01:41,351
I'll never go home, ever?
34
00:01:41,423 --> 00:01:45,075
Hey, take it easy, big guy.
You can't give up hope.
35
00:01:45,100 --> 00:01:47,742
Yeah, look at me.
I was a nobody too,
36
00:01:47,767 --> 00:01:49,728
but now I go to
the S.H.I.E.L.D. Academy!
37
00:01:49,753 --> 00:01:51,995
I'm learning to be a superhero
with my bro, Spidey!
38
00:01:52,692 --> 00:01:53,480
So what?
39
00:01:53,505 --> 00:01:54,872
I don't even know you.
40
00:01:55,615 --> 00:01:58,697
Dude, yes, you do.
41
00:01:58,722 --> 00:02:00,258
Flash Thompson?
42
00:02:00,478 --> 00:02:03,783
You're the bully that drove me to
become Rhino in the first place!
43
00:02:03,808 --> 00:02:06,119
And I totally apologized
for that, remember?
44
00:02:07,286 --> 00:02:11,267
You get to go to hero school while
I'm stuck as a caged monster?
45
00:02:11,292 --> 00:02:12,980
I ought to shove this horn...
46
00:02:12,988 --> 00:02:16,498
Whoa. Let's take it down a notch, and
not threaten anyone with our horns.
47
00:02:23,795 --> 00:02:25,118
Take it easy, Rhino.
48
00:02:25,233 --> 00:02:28,043
Look, Flash isn't such a bad
guy once you get to know him.
49
00:02:28,543 --> 00:02:32,151
Spidey, I don't know if you being
on my side is a good idea.
50
00:02:32,176 --> 00:02:33,604
I'm not on anybody's side.
51
00:02:33,629 --> 00:02:35,843
I'm just trying to make the
best out of a bad situation.
52
00:02:37,373 --> 00:02:38,098
No no no!
53
00:02:43,078 --> 00:02:48,763
Rhino, stop before we fall!
54
00:03:03,913 --> 00:03:06,368
Fun science fact:
Spiders can't fly.
55
00:03:06,393 --> 00:03:09,316
Neither can Rhinos
or, uh, whatever Venom is.
56
00:03:11,691 --> 00:03:13,963
Yo, Venny, you got a
parachute in your bag of tricks?
57
00:03:13,988 --> 00:03:15,320
Uh, let me check.
58
00:03:15,977 --> 00:03:17,019
I can do that?
59
00:03:17,194 --> 00:03:18,710
Whoa, that was a snap.
60
00:03:21,677 --> 00:03:23,520
Unfortunately, so was that.
61
00:03:25,799 --> 00:03:28,551
Whoa, Rhino pancake.
Splat.
62
00:03:28,740 --> 00:03:30,392
Nothing could
have survived that.
63
00:03:30,417 --> 00:03:32,305
Never ever say that out loud.
64
00:03:32,330 --> 00:03:35,386
Never say that and never
say, "I think we lost him,"
65
00:03:35,411 --> 00:03:38,808
"That's the last we'll ever see of
him," or, "Hey, what could go wrong?"
66
00:03:43,394 --> 00:03:47,199
- Payback time, boy.
- Hey, I've changed my ways, bro.
67
00:03:47,224 --> 00:03:49,821
I don't pick on weak,
defenseless geeks anymore.
68
00:03:50,012 --> 00:03:52,483
Who you calling
"weak" and "defenseless"?
69
00:03:55,321 --> 00:03:56,696
You're so not helping.
70
00:03:56,721 --> 00:03:59,193
What? You were my second
favorite science nerd.
71
00:03:59,218 --> 00:04:00,275
Right after Parker.
72
00:04:00,785 --> 00:04:02,894
What my clueless associate
is trying to say
73
00:04:02,919 --> 00:04:04,990
is that we should all
just try to calm down.
74
00:04:06,130 --> 00:04:08,961
I am calm!
75
00:04:11,763 --> 00:04:13,299
I didn't want to use the goo,
76
00:04:13,324 --> 00:04:15,664
but you're leaving me
no choice, Rhino.
77
00:04:17,272 --> 00:04:19,227
Wait! don't get cocky, Venom.
78
00:04:19,252 --> 00:04:20,673
You're still a rookie.
79
00:04:23,050 --> 00:04:25,006
More like, rookie of the year.
80
00:04:32,020 --> 00:04:35,319
Gonna stomp you for good
this time, Jockstrap.
81
00:04:35,720 --> 00:04:36,806
Ahh! Whoa!
82
00:04:39,345 --> 00:04:41,400
Spider-Man's
not on my side.
83
00:04:41,724 --> 00:04:43,696
Nobody's on my side.
84
00:04:49,538 --> 00:04:51,189
Thank goodness for seat belts.
85
00:04:51,567 --> 00:04:52,741
Oh, great. Fury.
86
00:04:52,766 --> 00:04:55,109
What's this I hear
about an escaped rhino?
87
00:04:55,134 --> 00:04:56,682
Nothing we can't handle.
88
00:04:56,707 --> 00:04:58,804
Evidence suggests otherwise.
89
00:04:58,829 --> 00:05:00,114
Uh-oh.
90
00:05:02,154 --> 00:05:06,052
That's why I'm mobilizing all S.H.I.E.L.D.
resources to apprehend Rhino.
91
00:05:06,077 --> 00:05:08,531
Whoa, whoa, whoa. You don't
want to send in the big guns.
92
00:05:08,556 --> 00:05:12,904
- They'll just make a bad situation worse.
- I don't know, Spidey. Rhino is trouble.
93
00:05:12,929 --> 00:05:14,695
He's like some kinda animal.
94
00:05:14,720 --> 00:05:17,242
And any cornered animal
is a lot more dangerous.
95
00:05:17,267 --> 00:05:21,409
Look, I know under all that rhino hide
is still basically just a scared kid,
96
00:05:21,589 --> 00:05:24,656
but I think I can get through to
him if you just give me a chance.
97
00:05:26,664 --> 00:05:27,513
All right.
98
00:05:28,144 --> 00:05:29,019
For now.
99
00:05:30,919 --> 00:05:32,283
Well, let's go get him.
100
00:05:34,782 --> 00:05:36,857
Does my spider-cycle rock
or what?
101
00:05:36,890 --> 00:05:37,580
Meh.
102
00:05:37,828 --> 00:05:38,575
"Meh"?
103
00:05:38,600 --> 00:05:40,095
And you can do cooler?
104
00:05:40,405 --> 00:05:41,614
You tell me.
105
00:05:47,045 --> 00:05:48,143
Show-off!
106
00:05:57,176 --> 00:05:59,642
Looks like S.H.I.E.L.D. evacuated
the street, just in time.
107
00:06:11,135 --> 00:06:14,438
Sir, I'm gonna need to see your license
and registration for that horn.
108
00:06:27,402 --> 00:06:29,676
No. No. Not the bike.
Not the bike.
109
00:06:30,027 --> 00:06:31,203
Oh, man!
110
00:06:31,204 --> 00:06:33,004
That was my favorite toy!
111
00:06:36,585 --> 00:06:39,604
You're just another bully
like your buddy Flash.
112
00:06:40,853 --> 00:06:44,178
- Dude, I'm not that dude anymore.
- Hey, idea.
113
00:06:44,203 --> 00:06:45,312
How 'bout we discuss
this somewhere
114
00:06:45,337 --> 00:06:49,110
innocent civilians won't get flattened
by flying vehicles and rampaging rhinos?
115
00:06:57,321 --> 00:06:59,425
I'm not going back to S.H.I.E.L.D.!
116
00:06:59,450 --> 00:07:02,958
If they can't cure me, they're
not gonna keep me in a cage.
117
00:07:05,663 --> 00:07:07,327
Oh, no, no, not the...
118
00:07:07,352 --> 00:07:08,970
Ow. Tank.
119
00:07:10,602 --> 00:07:11,977
So much for reasoning.
120
00:07:13,910 --> 00:07:15,820
This is all my fault, bro.
121
00:07:15,845 --> 00:07:18,449
Me being a jerk
created two monsters.
122
00:07:18,624 --> 00:07:20,261
Don't beat yourself up, Flash.
123
00:07:20,462 --> 00:07:21,519
This isn't over yet.
124
00:07:21,622 --> 00:07:22,454
Spider-Man,
125
00:07:22,555 --> 00:07:23,336
status update.
126
00:07:23,362 --> 00:07:25,063
Uh, we're making progress.
127
00:07:25,088 --> 00:07:26,736
Doesn't look like progress.
128
00:07:27,160 --> 00:07:29,034
We just need a little more time.
129
00:07:29,059 --> 00:07:30,666
I'm calling in the big gun.
130
00:07:30,691 --> 00:07:31,772
But we can still...
131
00:07:32,331 --> 00:07:34,987
Wait, what kind of "big gun"?
132
00:07:41,589 --> 00:07:43,119
Time to smash.
133
00:07:43,497 --> 00:07:45,631
Oh. The big green kind.
134
00:07:48,155 --> 00:07:49,559
Yo, bug-man.
135
00:07:49,780 --> 00:07:51,755
- Whoa!
- Noogie, noogie, noogie.
136
00:07:52,913 --> 00:07:53,975
Gotta love the Hulk.
137
00:07:54,000 --> 00:07:55,808
He's like the big brother
I never wanted.
138
00:07:56,528 --> 00:07:58,028
- Noogie, noogie, noogie.
- Ow. Ow.
139
00:07:58,053 --> 00:08:01,236
Hey, Mr. Hulk. I can't believe
I'm teaming up with an Avenger.
140
00:08:03,197 --> 00:08:07,161
Fury said I was fighting some rhino
guy, not the black glob of snot.
141
00:08:07,186 --> 00:08:09,126
Globby here
is a good guy now, Hulk.
142
00:08:09,151 --> 00:08:10,793
And before you start
leveling neighborhoods,
143
00:08:10,818 --> 00:08:13,069
there's some things you ought to
know about the Rhino guy too.
144
00:08:13,094 --> 00:08:15,451
All I need to know
is where to point my fist.
145
00:08:15,621 --> 00:08:17,074
You two just stay outta my way.
146
00:08:17,099 --> 00:08:18,253
Just don't hurt him.
147
00:08:18,406 --> 00:08:21,392
Don't worry, kid. I do this
kind of stuff in my sleep.
148
00:08:25,143 --> 00:08:26,557
That's what I'm afraid of.
149
00:08:30,120 --> 00:08:32,597
Aw, ain't he a cute little guy?
150
00:08:32,755 --> 00:08:34,398
Who you calling "little"?
151
00:08:37,313 --> 00:08:38,220
Huh?
152
00:08:40,032 --> 00:08:41,147
First thing's first.
153
00:08:41,307 --> 00:08:44,646
Okay, now what say you two step
up to the net and shake hands?
154
00:08:44,882 --> 00:08:46,072
Spider-Man!
155
00:08:46,181 --> 00:08:49,116
Bringing in more of your
bully friends to fight me?
156
00:08:49,141 --> 00:08:53,061
Don't worry. I'll go easy on you.
'Cause bug-man asked me to.
157
00:08:55,400 --> 00:08:57,369
Rhino won't go easy on you.
158
00:09:00,230 --> 00:09:01,282
Guys, wait.
159
00:09:01,418 --> 00:09:02,656
Venom, move.
160
00:09:05,757 --> 00:09:07,775
We'll be lucky if we don't
get smashed between them.
161
00:09:18,407 --> 00:09:20,699
That's it, I'm taking you down.
162
00:09:26,570 --> 00:09:28,377
Kid's a lot tougher
than I thought.
163
00:09:28,656 --> 00:09:30,027
He won't back down.
164
00:09:31,824 --> 00:09:33,079
Got that right.
165
00:09:35,879 --> 00:09:37,487
Venom, save those agents!
166
00:09:37,512 --> 00:09:38,658
I got 'em, Spidey!
167
00:09:43,697 --> 00:09:46,055
Why won't you just
leave me alone?
168
00:09:47,162 --> 00:09:48,548
No can do, kid.
169
00:09:51,869 --> 00:09:53,835
I got people depending on me!
170
00:09:58,095 --> 00:10:00,326
Good thing none of those
people were on that bus.
171
00:10:01,704 --> 00:10:04,694
Hey, this is what I do
to rampaging monsters.
172
00:10:08,260 --> 00:10:09,743
And this is what I do,
173
00:10:10,002 --> 00:10:12,097
talk down
the rampaging monsters.
174
00:10:18,373 --> 00:10:20,164
Look, we get that you're angry,
175
00:10:20,189 --> 00:10:22,484
but you have to calm down
before somebody gets hurt,
176
00:10:22,509 --> 00:10:23,548
namely you,
177
00:10:23,573 --> 00:10:25,748
by the not-so-jolly
green giant.
178
00:10:25,811 --> 00:10:27,205
He's talking about the Hulk.
179
00:10:27,523 --> 00:10:29,520
No one can hurt the Rhino!
180
00:10:29,545 --> 00:10:31,809
Not him and not you!
181
00:10:33,222 --> 00:10:34,372
Uh-oh.
182
00:10:37,660 --> 00:10:41,304
- Less talk, more smash.
- I agree.
183
00:10:46,166 --> 00:10:47,235
Hulk, wait!
184
00:10:48,759 --> 00:10:50,454
I sure hope there's
no home game tonight.
185
00:10:54,143 --> 00:10:55,192
Stupid ice.
186
00:10:55,509 --> 00:10:57,399
Get ready to be rammed!
187
00:10:58,854 --> 00:10:59,765
Whoa!
188
00:11:00,283 --> 00:11:02,559
Get ready to be smashed.
189
00:11:07,878 --> 00:11:09,436
Talk about nothing but net.
190
00:11:11,067 --> 00:11:12,864
This isn't working.
We're not stopping him!
191
00:11:12,889 --> 00:11:15,075
He might be tough,
but so are we.
192
00:11:15,545 --> 00:11:18,012
Snot-glob is right.
We don't give up.
193
00:11:18,037 --> 00:11:19,295
We can't give up...
194
00:11:19,320 --> 00:11:20,258
Ever!
195
00:11:27,229 --> 00:11:31,379
Ooh, gamma-sized wedgie. That's gonna
land Rhino in the penalty box.
196
00:11:45,178 --> 00:11:46,554
Earth to Hulk!
197
00:11:49,899 --> 00:11:54,364
Spidey! I'm responsible for this
mess, time I cleaned it up.
198
00:11:56,482 --> 00:11:57,877
Venom, be careful!
199
00:11:59,646 --> 00:12:00,483
Uh-oh.
200
00:12:08,337 --> 00:12:09,176
Flash!
201
00:12:11,383 --> 00:12:12,974
Now see what ya done?
202
00:12:17,330 --> 00:12:20,273
Spidey... Don't feel so good.
203
00:12:20,298 --> 00:12:21,368
Stay with me, Flash.
204
00:12:21,393 --> 00:12:22,669
Gonna get you to some help.
205
00:12:28,875 --> 00:12:30,940
Don't worry.
He'll recover.
206
00:12:31,247 --> 00:12:33,636
The Venom actually
protected him.
207
00:12:36,872 --> 00:12:38,112
Sorry, Flash.
208
00:12:38,310 --> 00:12:40,039
I never should've
let you get in harm's way.
209
00:12:40,064 --> 00:12:42,939
Wasn't your fault, Spidey.
This is on me.
210
00:12:43,444 --> 00:12:45,581
Don't give up.
What am I saying?
211
00:12:45,727 --> 00:12:46,955
You never give up.
212
00:12:47,118 --> 00:12:49,795
Even when I should.
It's hopeless.
213
00:12:50,250 --> 00:12:52,149
If I want to even slow those
two freight trains down,
214
00:12:52,174 --> 00:12:53,306
I gotta find some...
215
00:12:54,176 --> 00:12:55,145
Power.
216
00:12:56,801 --> 00:12:59,195
Evacuate the
area immediately.
217
00:13:00,072 --> 00:13:02,379
Everyone, move!
218
00:13:21,668 --> 00:13:25,333
Fight power with power.
With the Iron Spider Hulkbuster armor.
219
00:13:25,358 --> 00:13:26,563
Some assembly required.
220
00:13:35,619 --> 00:13:37,882
Ha, who can't
handle it now, Fury?
221
00:13:40,437 --> 00:13:43,192
That's right, Hulkster, get
it all out of your system.
222
00:13:43,851 --> 00:13:46,320
Bug-man? That you in there?
223
00:13:46,750 --> 00:13:49,125
It's me. Now that
we're having a "time-out,"
224
00:13:49,181 --> 00:13:51,320
I can tell you that I figured
out what Rhino's doing.
225
00:13:51,345 --> 00:13:52,832
That tunnel leads to Queens.
226
00:13:52,857 --> 00:13:55,737
That's his old neighborhood.
Rhino's trying to go home.
227
00:14:00,257 --> 00:14:02,713
This makes me
not wanna smash him why?
228
00:14:02,738 --> 00:14:04,798
Because I know how
to get through his thick hide.
229
00:14:06,783 --> 00:14:08,670
Unless he happens
to get through mine.
230
00:14:10,829 --> 00:14:12,955
Hang on.
I'll get ya outta there.
231
00:14:12,980 --> 00:14:13,985
Wh-whoa!
232
00:14:14,010 --> 00:14:14,763
Whoa!
233
00:14:16,289 --> 00:14:17,058
Whoa!
234
00:14:19,260 --> 00:14:21,025
Now I know how sardines feel.
235
00:14:22,681 --> 00:14:25,416
No, no, no. Don't do that.
Please don't do that!
236
00:14:25,509 --> 00:14:26,978
No, no, no, no. Wait!
237
00:14:28,151 --> 00:14:29,887
Good thing Fury
cleared the tunnels.
238
00:14:56,297 --> 00:14:57,398
Uh, guys?
239
00:14:57,453 --> 00:14:59,789
You really need to cut it out or
you're gonna bring the whole tunnel
240
00:14:59,814 --> 00:15:01,264
crashing down on top of us.
241
00:15:10,906 --> 00:15:12,657
I hate saying
"I told you so."
242
00:15:21,557 --> 00:15:22,830
Think, Spidey, think.
243
00:15:22,854 --> 00:15:24,358
I can't overpower these two,
244
00:15:24,383 --> 00:15:27,587
so how do I get out of the middle
of this Hulk-Rhino sandwich?
245
00:15:35,373 --> 00:15:38,158
My answer: A little dumb Spidey luck.
246
00:15:43,611 --> 00:15:46,257
Doc Connors isn't gonna be too happy
about me busting his Hulkbust...
247
00:15:46,403 --> 00:15:47,911
Uh, armor suit thingy.
248
00:15:48,627 --> 00:15:49,739
Forget it, kid.
249
00:15:52,174 --> 00:15:54,476
It's what's inside the armor
that counts.
250
00:15:54,501 --> 00:15:57,707
That's it. We've been trying to
fight Rhino from the outside.
251
00:15:57,964 --> 00:16:00,438
- We've forgotten about what's on the inside.
- Rhino guts?
252
00:16:01,932 --> 00:16:03,087
Alex, stop!
253
00:16:03,121 --> 00:16:03,989
Huh?
254
00:16:05,844 --> 00:16:07,021
What did you call me?
255
00:16:10,884 --> 00:16:12,565
If it's all the same to you,
green guy,
256
00:16:12,590 --> 00:16:13,914
I'm gonna handle this.
257
00:16:15,842 --> 00:16:18,068
Hey, could've just asked, Bug-man.
258
00:16:19,577 --> 00:16:21,842
That's right,
I called you "Alex."
259
00:16:22,033 --> 00:16:23,150
That's who you are.
260
00:16:23,212 --> 00:16:24,699
And who you'll always be.
261
00:16:24,724 --> 00:16:27,516
No! I don't want to be weak!
262
00:16:29,537 --> 00:16:31,533
Remember the good stuff
about who you are.
263
00:16:31,671 --> 00:16:36,366
Science class, pizza Tuesday,
having a home and a family.
264
00:16:36,464 --> 00:16:38,193
Things I'll never have again.
265
00:16:38,218 --> 00:16:41,087
I'm not Alex.
Not anymore.
266
00:16:41,972 --> 00:16:42,780
Whoa!
267
00:16:45,624 --> 00:16:49,811
Listen, Alex, no horn or thick grey hide
can ever change who you are inside.
268
00:16:50,120 --> 00:16:51,210
I should know.
269
00:16:52,149 --> 00:16:53,793
I was once a wimpy kid, too.
270
00:16:54,399 --> 00:16:56,404
Then, one day,
I got spider powers.
271
00:16:56,713 --> 00:17:00,420
I could've seen myself as a freak,
but I chose to make the best of it.
272
00:17:01,804 --> 00:17:03,223
Same goes for Flash.
273
00:17:03,401 --> 00:17:05,644
And you can make
that same choice, too, Alex.
274
00:17:05,807 --> 00:17:08,426
You can turn that negative
around and make it a positive.
275
00:17:10,613 --> 00:17:16,078
The kid's right. I was just like you.
Worse, even. And look at me now.
276
00:17:16,103 --> 00:17:17,711
Big time Avenger.
277
00:17:18,419 --> 00:17:20,321
Thanks to friends
who believe in me.
278
00:17:23,567 --> 00:17:26,643
You really think
I can be a hero?
279
00:17:26,743 --> 00:17:29,649
Hey, if I can do it, anyone can.
280
00:17:33,208 --> 00:17:35,096
But, right now,
we gotta evacuate.
281
00:17:35,175 --> 00:17:36,780
No! You said it.
282
00:17:36,909 --> 00:17:39,483
We can't give up.
We can save the tunnel!
283
00:17:41,415 --> 00:17:44,699
You want to be a hero, Alex?
Here's your chance. Prove it.
284
00:17:52,519 --> 00:17:55,038
Well, it ain't pretty,
but it'll hold for now.
285
00:17:58,478 --> 00:18:00,831
I guess that takes care
of everything.
286
00:18:04,145 --> 00:18:06,129
Everything except
that burning fuel tanker
287
00:18:06,154 --> 00:18:08,824
that's about to explode and bring the
tunnel crashing down on top of us.
288
00:18:08,849 --> 00:18:10,183
Let's evacuate now.
289
00:18:11,952 --> 00:18:12,976
Out of the way.
290
00:18:15,202 --> 00:18:18,504
Guess all that hero talk was
nothing but a bunch of Rhino poop.
291
00:18:18,529 --> 00:18:19,403
Wait.
292
00:18:31,390 --> 00:18:33,692
Ya know, I take it back.
293
00:18:33,717 --> 00:18:35,951
Horn-head just might
have what it takes.
294
00:18:36,100 --> 00:18:38,398
- Nice work, bug-man!
- Ow!
295
00:18:43,435 --> 00:18:46,105
Come on, go in.
It's your house.
296
00:18:46,375 --> 00:18:48,471
I...Can't.
297
00:18:48,551 --> 00:18:50,030
This is what you wanted,
isn't it?
298
00:18:50,193 --> 00:18:51,231
To go home?
299
00:18:51,494 --> 00:18:52,283
Yeah...
300
00:18:52,712 --> 00:18:54,291
But not like this.
301
00:18:57,931 --> 00:19:01,059
I'll come back when I can do
it with my head held high.
302
00:19:05,858 --> 00:19:08,835
Great. Strapped down
to a lab table...
303
00:19:09,010 --> 00:19:10,070
Again.
304
00:19:10,205 --> 00:19:12,838
As good a place as any
to make the best of things.
305
00:19:12,863 --> 00:19:14,638
No time like the present
to start.
306
00:19:16,564 --> 00:19:17,851
That's your cue, Alex.
307
00:19:18,080 --> 00:19:21,694
Uh, sorry I called you
"J ockstrap."
308
00:19:22,107 --> 00:19:23,973
And head-butted you.
309
00:19:24,518 --> 00:19:26,727
And I think I might've
blown up your house once.
310
00:19:27,871 --> 00:19:30,501
I probably deserved it.
311
00:19:30,781 --> 00:19:32,930
You totally deserved it.
312
00:19:34,649 --> 00:19:35,830
All right, Rhino.
313
00:19:35,855 --> 00:19:37,972
- Back to your cage.
- Can't you give him a break?
314
00:19:38,243 --> 00:19:40,979
I mean, he did help us save
the Queens Midtown tunnel.
315
00:19:41,004 --> 00:19:43,610
Despite the fact that
he also helped destroy it?
316
00:19:43,634 --> 00:19:45,231
- Um...
- Tell ya what.
317
00:19:45,471 --> 00:19:47,859
You forget Rhino
smashing up the city.
318
00:19:48,332 --> 00:19:50,176
And I'll forget that
S.H.I.E.L.D. just happened
319
00:19:50,201 --> 00:19:52,160
to have a Hulkbuster
to use against me.
320
00:19:52,185 --> 00:19:54,116
That was purely experimental.
321
00:19:54,316 --> 00:19:55,709
Not authorized for the field.
322
00:19:58,816 --> 00:20:02,226
Well, I suppose we owe you a debt of
gratitude for neutralizing the problem.
323
00:20:02,395 --> 00:20:04,560
Don't thank me, thank the kid.
324
00:20:04,884 --> 00:20:06,424
He's the one
that wouldn't give up.
325
00:20:06,654 --> 00:20:07,629
Good to hear.
326
00:20:07,654 --> 00:20:10,188
Because I'm making Rhino
your responsibility.
327
00:20:10,490 --> 00:20:12,889
You wanted the opportunity.
Now you got it.
328
00:20:13,281 --> 00:20:15,530
- Prove yourself.
- What's that all mean?
329
00:20:15,555 --> 00:20:18,637
It means you're now officially a
student at S.H.I.E.L.D. Academy.
330
00:20:24,513 --> 00:20:26,583
I gotta go to school with him?
331
00:20:26,608 --> 00:20:27,717
Again?
332
00:20:27,965 --> 00:20:29,283
Never said it'd be easy.
333
00:20:29,373 --> 00:20:30,379
But, trust me,
334
00:20:30,515 --> 00:20:32,379
you can do anything
if you don't give up.
335
00:20:38,230 --> 00:20:39,796
This'll be fun.
336
00:20:42,796 --> 00:20:46,796
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