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1
00:00:04,580 --> 00:00:06,830
SPIDER-MAN:
It's good to be back in the old threads.
2
00:00:06,910 --> 00:00:08,250
Well, the old new threads.
3
00:00:09,410 --> 00:00:12,540
I gotta say,
that black costume was pretty cool.
4
00:00:12,620 --> 00:00:17,000
Up until I realized it was actually alive
and taking over my mind.
5
00:00:17,080 --> 00:00:18,750
Guess they should've put that
on the label.
6
00:00:18,830 --> 00:00:22,040
All joking aside,
that thing needs a warning label.
7
00:00:22,750 --> 00:00:25,200
Especially since Max
seems to have ignored my advice
8
00:00:25,290 --> 00:00:28,830
that the V-252 is too dangerous to exhibit
at the Stark Expo.
9
00:00:28,910 --> 00:00:31,620
But if he won't listen to me
as Peter Parker,
10
00:00:32,080 --> 00:00:35,660
then it looks like a job for Spider-Man!
11
00:00:39,540 --> 00:00:42,330
-[PEOPLE CHATTERING]
-Wow. The Stark Expo.
12
00:00:42,830 --> 00:00:45,080
I still get chills when I see that sign.
13
00:00:45,540 --> 00:00:47,410
Uncle Ben and I would come to this
every year.
14
00:00:47,500 --> 00:00:50,540
Once, I actually got 30 feet
from Tony Stark.
15
00:00:50,620 --> 00:00:53,660
Ahh. I never washed those feet again.
16
00:00:56,700 --> 00:00:58,330
Now that I'm here with Horizon High,
17
00:00:58,410 --> 00:01:01,000
I'll have a front row seat
for when Stark unveils his new--
18
00:01:01,080 --> 00:01:04,120
Uh-oh. I know the Stark Expo
is a tough event to get into,
19
00:01:04,200 --> 00:01:06,790
but the roof should not be an option.
20
00:01:07,540 --> 00:01:08,950
Whoa! Where'd he go?
21
00:01:10,410 --> 00:01:11,450
Creepy.
22
00:01:11,540 --> 00:01:14,040
But I'm guessing he's just using
the mirage reflectors they unveiled
23
00:01:14,120 --> 00:01:15,410
at last year's expo.
24
00:01:15,500 --> 00:01:17,370
Hey, Ghost of Expo's Past!
25
00:01:17,450 --> 00:01:20,370
If you're trying to get into the expo
ahead of the fans waiting in line,
26
00:01:20,450 --> 00:01:22,660
you're gonna have to go through me first.
27
00:01:23,200 --> 00:01:25,790
Wow, he's taking me literally.
28
00:01:27,290 --> 00:01:30,040
Well, let's see how he feels
about a knuckle sandwich.
29
00:01:30,450 --> 00:01:31,620
[GRUNTS]
30
00:01:31,700 --> 00:01:32,790
Whoa!
31
00:01:33,330 --> 00:01:35,290
That's more than a mirage reflector.
32
00:01:35,370 --> 00:01:38,000
Uh-oh. He must've shorted my web shooters.
33
00:01:39,080 --> 00:01:40,080
IRON MAN:
Can I help you?
34
00:01:40,620 --> 00:01:41,620
SPIDER-MAN:
Huh?
35
00:01:42,660 --> 00:01:45,080
Iron Man! Holy cow!
36
00:01:45,160 --> 00:01:47,000
Just like on my collectors cups!
37
00:01:47,080 --> 00:01:50,200
Only taller because,
you know, they're cups.
38
00:01:50,290 --> 00:01:52,200
You're pretty excited for an intruder.
39
00:01:52,290 --> 00:01:55,540
Intruder? No, no. I'm the guy
trying to stop the intru--
40
00:01:55,620 --> 00:01:58,660
Don't you know better than to break
into a tech expo?
41
00:01:58,830 --> 00:02:02,290
Every electronic security apparatus
in the place alerted me to your presence.
42
00:02:02,370 --> 00:02:04,700
What? No, it wasn't me. It was--
43
00:02:04,790 --> 00:02:05,830
Talk to the hand.
44
00:02:07,200 --> 00:02:09,250
No. No, no, no, wait!
45
00:02:20,200 --> 00:02:21,620
This should be quick.
46
00:02:22,620 --> 00:02:24,910
He's trying to encase me... Aah!
47
00:02:25,000 --> 00:02:26,540
...in an electric grid cage.
48
00:02:26,620 --> 00:02:29,580
Just like the one on my box
of Avengers Instant Oatmeal!
49
00:02:29,660 --> 00:02:33,080
Now with more iron. [GROANS] Ow!
50
00:02:33,950 --> 00:02:36,080
You're faster than I gave you credit for,
Spider-Man.
51
00:02:36,160 --> 00:02:38,750
That's because we have to move quick
if we're gonna catch the real--
52
00:02:38,830 --> 00:02:40,120
-[TIRES SCREECH]
-Wait.
53
00:02:40,330 --> 00:02:42,750
You... You know who I am?
54
00:02:42,830 --> 00:02:43,830
I'm aware of you.
55
00:02:43,910 --> 00:02:45,410
What I'm not sure about is your intention,
56
00:02:45,500 --> 00:02:46,750
which is why you're coming with me.
57
00:02:46,830 --> 00:02:48,290
SPIDER-MAN:
Yow! Unh!
58
00:02:48,700 --> 00:02:50,580
He knows who I am!
59
00:02:50,660 --> 00:02:52,330
IRON MAN:
This is growing tiresome.
60
00:02:54,120 --> 00:02:56,250
SPIDER-MAN: I'm telling you,
I'm not the guy you're after.
61
00:02:56,330 --> 00:02:58,000
There's some sort of ghost up here.
He was--
62
00:02:58,080 --> 00:03:00,000
A ghost? Uh, nice try,
63
00:03:00,080 --> 00:03:02,790
but according to my readouts,
it's just me and you.
64
00:03:02,870 --> 00:03:05,700
A 5-foot 10-inch, 97-pound...
65
00:03:06,330 --> 00:03:07,330
kid?
66
00:03:07,410 --> 00:03:08,870
Don't be so surprised.
67
00:03:08,950 --> 00:03:10,200
This place is crawling with kids.
68
00:03:10,290 --> 00:03:12,660
Well, they're not all crawling. Just me.
69
00:03:12,750 --> 00:03:14,870
And you know what they say,
70
00:03:14,950 --> 00:03:17,700
"He who crawls and leaps away
lives to fight another day."
71
00:03:17,790 --> 00:03:19,080
I hope!
72
00:03:20,450 --> 00:03:21,870
IRON MAN:
Clever, kid.
73
00:03:23,080 --> 00:03:26,120
[CHATTERING]
74
00:03:26,200 --> 00:03:28,200
While there's no doubt
Spider-Man is the best person
75
00:03:28,290 --> 00:03:30,500
to find this ghost character and warn Max,
76
00:03:30,950 --> 00:03:33,330
some days you can accomplish more
just by being...
77
00:03:35,450 --> 00:03:36,950
another face in the crowd.
78
00:03:37,040 --> 00:03:39,910
IRON MAN:
Okay, okay. One at a time.
79
00:03:41,450 --> 00:03:44,580
PETER: Wow! Can't believe
we're all finally here.
80
00:03:44,750 --> 00:03:48,830
Seems like everything we've worked for
all semester has led to this very moment.
81
00:03:48,910 --> 00:03:51,250
Don't think I've ever seen
so many geniuses under one roof.
82
00:03:52,160 --> 00:03:55,200
-ANYA: You're late.
-Would "hello" ever suffice?
83
00:03:55,290 --> 00:03:56,540
No.
84
00:03:56,620 --> 00:03:57,950
Have you seen Max?
85
00:03:58,040 --> 00:04:01,000
He's over on the Horizon stage.
But I wouldn't bother him.
86
00:04:01,080 --> 00:04:04,330
The V-252 isn't stabilizing,
so he's bugging out.
87
00:04:04,410 --> 00:04:05,790
I'll keep that in mind.
88
00:04:05,870 --> 00:04:08,370
Maybe it'll help me convince him
not to use it.
89
00:04:08,910 --> 00:04:11,040
-FLASH: Parker!
-Flash?
90
00:04:11,790 --> 00:04:14,200
-What are you doing here?
-Uh, I beg your pardon?
91
00:04:14,750 --> 00:04:17,040
This expo is for the brightest
of the bright,
92
00:04:17,120 --> 00:04:22,620
and I am representing Midtown High
with my baking soda volcano.
93
00:04:22,700 --> 00:04:25,910
Sure, Midtown may have other entries,
but let's be honest.
94
00:04:26,000 --> 00:04:29,540
Nothing wins the day like good old
"papyer-matchy." [LAUGHS]
95
00:04:29,620 --> 00:04:31,120
PETER:
That's great, Flash.
96
00:04:31,200 --> 00:04:34,540
I'm in a hurry, but best of luck.
97
00:04:38,200 --> 00:04:40,790
-Step away from the door, sir.
-Huh?
98
00:04:40,870 --> 00:04:41,950
[STAMMERS]
I-- I was just--
99
00:04:42,040 --> 00:04:44,080
Step away from the door!
100
00:04:44,160 --> 00:04:45,290
HARRY:
Pete!
101
00:04:45,370 --> 00:04:47,790
-He's with me.
-What's with the security?
102
00:04:47,870 --> 00:04:49,120
[SIGHS]
103
00:04:49,200 --> 00:04:51,290
Just my dad being my dad.
104
00:04:51,370 --> 00:04:52,620
Pretty exciting day, huh?
105
00:04:52,700 --> 00:04:54,040
PETER:
Yeah. No kidding.
106
00:04:54,290 --> 00:04:57,120
The program says Oz Academy
is exhibiting a Vulture Force?
107
00:04:57,200 --> 00:04:59,290
Among other things.
108
00:04:59,370 --> 00:05:03,120
-Harry, that's enough talk.
-But, Dad--
109
00:05:03,200 --> 00:05:05,200
I said, "That's enough."
110
00:05:05,290 --> 00:05:07,830
I should get going anyway.
111
00:05:08,500 --> 00:05:10,080
Good luck today, Osborns.
112
00:05:10,160 --> 00:05:11,620
You, too, Pete.
113
00:05:12,330 --> 00:05:14,120
Do you have to be so rude, Dad?
114
00:05:14,200 --> 00:05:15,500
Pete's my best friend.
115
00:05:15,580 --> 00:05:18,040
And today, he's the competition.
116
00:05:18,500 --> 00:05:21,000
But everyone's about to see
our experiments anyway.
117
00:05:21,080 --> 00:05:22,250
And besides,
118
00:05:22,950 --> 00:05:25,450
I don't think I can keep my glider
a secret much longer.
119
00:05:25,540 --> 00:05:27,160
About that, son,
120
00:05:27,660 --> 00:05:29,080
I've made a decision.
121
00:05:29,160 --> 00:05:31,950
I don't want you to enter your glider
into the competition.
122
00:05:32,040 --> 00:05:34,200
What? Why?
123
00:05:34,290 --> 00:05:35,910
It's perfect for the expo.
124
00:05:36,000 --> 00:05:37,790
I'm sorry, son.
125
00:05:37,950 --> 00:05:40,750
But Spider-Man's break-in
at Oz Academy got me thinking.
126
00:05:40,830 --> 00:05:42,410
We need tighter security.
127
00:05:42,500 --> 00:05:46,250
And now that we know that Spider-Man
has aligned himself with Horizon High,
128
00:05:46,330 --> 00:05:50,000
it might be time Oz Academy had someone
protecting our interests.
129
00:05:50,080 --> 00:05:54,370
And your glider here could be
the first step towards such a figure.
130
00:05:54,450 --> 00:05:56,790
-But--
-Our conversation is over, Harry.
131
00:05:58,000 --> 00:05:59,000
[GROANS]
132
00:05:59,080 --> 00:06:01,620
-[KEYBOARD CLACKING]
MAX: Come on. Come on.
133
00:06:02,450 --> 00:06:03,830
Problem, Max?
134
00:06:04,700 --> 00:06:06,830
Aha! There! There! I've got it.
135
00:06:06,910 --> 00:06:10,080
Now, if I can just keep it stabilized
long enough
136
00:06:10,160 --> 00:06:12,700
for the Stark representatives
to confirm my research,
137
00:06:12,790 --> 00:06:16,120
I'll be on my way to adding it
to the periodic table.
138
00:06:16,200 --> 00:06:18,410
Didn't you read
the research I gave you, Max?
139
00:06:18,500 --> 00:06:19,910
Very insightful.
140
00:06:20,000 --> 00:06:23,500
Then you know that the V-252 is alive.
141
00:06:23,580 --> 00:06:27,580
I actually found that part
debatable, Peter.
142
00:06:28,330 --> 00:06:29,750
Debatable? I-- I--
143
00:06:29,830 --> 00:06:31,540
Can you show me further proof?
144
00:06:31,620 --> 00:06:34,540
Because I had trouble
confirming your theory.
145
00:06:34,620 --> 00:06:38,370
What I was able to confirm, however,
is what I've always suspected.
146
00:06:38,450 --> 00:06:41,290
This substance,
when given the proper catalyst,
147
00:06:41,370 --> 00:06:43,580
can take the form of whatever I program.
148
00:06:43,660 --> 00:06:44,660
Look at this.
149
00:06:45,910 --> 00:06:49,160
A hand. A foot. You name it.
150
00:06:49,250 --> 00:06:52,250
It's not only versatile,
but also impenetrable,
151
00:06:52,330 --> 00:06:55,500
and will revolutionize
the prosthetic industry.
152
00:06:55,580 --> 00:06:58,200
I'm telling you, it's alive, Max.
153
00:06:58,290 --> 00:07:02,160
And exposing it to the world,
let alone the expo, is dangerous.
154
00:07:02,250 --> 00:07:04,120
TONY:
Science is always dangerous, kid.
155
00:07:05,120 --> 00:07:06,950
If it wasn't,
it would be called mini-golf.
156
00:07:07,500 --> 00:07:09,370
Tony Stark!
157
00:07:09,450 --> 00:07:12,410
And if Max Modell here
says something's safe,
158
00:07:12,500 --> 00:07:13,750
then I believe him.
159
00:07:13,830 --> 00:07:15,000
How are you, Max?
160
00:07:15,080 --> 00:07:16,700
Very well. Thanks, Tony.
161
00:07:16,790 --> 00:07:19,750
Allow me to introduce
one of my more passionate students,
162
00:07:20,370 --> 00:07:21,370
Peter Parker.
163
00:07:21,450 --> 00:07:23,000
It's a pleasure to meet you, Mr. Stark!
164
00:07:23,080 --> 00:07:25,750
I own every issue of Scientific Magazine
with you on the cover!
165
00:07:25,830 --> 00:07:28,120
No need to yell, son. I'm right here.
166
00:07:29,450 --> 00:07:30,540
[GRUNTS]
167
00:07:31,200 --> 00:07:34,200
Ooh. Gotta work on that grip, kid.
168
00:07:34,290 --> 00:07:37,950
You're not helping debunk the myth
that scientists are 98-pound weaklings.
169
00:07:38,040 --> 00:07:40,580
Heh. I'm 97 pounds, actually.
170
00:07:41,250 --> 00:07:42,330
Hmm.
171
00:07:42,410 --> 00:07:43,660
NORMAN:
Tony.
172
00:07:44,330 --> 00:07:46,000
Here we go.
173
00:07:46,830 --> 00:07:49,700
-Norman. You're looking well.
-Me?
174
00:07:49,790 --> 00:07:51,700
You should see my Vulture Force.
175
00:07:51,790 --> 00:07:54,700
I assure you,
they will be the highlight of the expo.
176
00:07:54,790 --> 00:07:57,290
TONY: I'm the highlight of the expo,
Norman. You should know that.
177
00:07:58,000 --> 00:08:01,950
In fact, if you'll excuse me,
I've got 30,000 screaming fans to impress.
178
00:08:02,040 --> 00:08:03,040
[ROCK MUSIC PLAYING]
179
00:08:03,120 --> 00:08:08,040
Ladies and gentlemen,
welcome to the Stark Expo,
180
00:08:08,120 --> 00:08:10,370
the technological event of the year.
181
00:08:10,450 --> 00:08:14,870
With your host, the technological man
of the millennium,
182
00:08:14,950 --> 00:08:16,790
Tony Stark!
183
00:08:16,870 --> 00:08:19,290
[WHOOSHING]
184
00:08:19,370 --> 00:08:21,950
[CROWD CHEERING]
185
00:08:24,080 --> 00:08:25,370
Thanks, everyone.
186
00:08:25,450 --> 00:08:29,370
I'm sure you're all about to unveil
some groundbreaking technology here today.
187
00:08:29,450 --> 00:08:32,700
Let's be honest, you really came
to see the new suit, am I right?
188
00:08:32,790 --> 00:08:34,950
[SHOUTING IN THE AFFIRMATIVE]
189
00:08:35,580 --> 00:08:36,620
Then I give you...
190
00:08:39,700 --> 00:08:41,580
the Mark 50!
191
00:08:41,660 --> 00:08:43,660
[CROWD CHEERING]
192
00:08:47,000 --> 00:08:49,540
MAN [VOICE ECHOING]:
Tony Stark is a selfish capitalist.
193
00:08:49,620 --> 00:08:51,370
TONY:
Who said that?
194
00:08:52,040 --> 00:08:53,540
Sir, we have a breach.
195
00:08:54,000 --> 00:08:55,040
Already on it.
196
00:08:55,120 --> 00:08:57,410
But he's using an echo device.
197
00:08:57,500 --> 00:08:59,540
Can't pinpoint his location just yet.
198
00:09:00,120 --> 00:09:02,700
MAN [VOICE ECHOING]:
Obsessed with being a tech titan,
199
00:09:02,790 --> 00:09:07,580
Stark took control of my ideas,
and left me out in the cold.
200
00:09:08,080 --> 00:09:12,000
So, now, I've come
to take control of his ideas...
201
00:09:14,410 --> 00:09:18,410
and leave him in the cold, hard ground.
202
00:09:18,500 --> 00:09:20,250
[WHIRRING]
203
00:09:21,160 --> 00:09:23,160
IRON MAN:
I don't think so.
204
00:09:23,250 --> 00:09:25,330
[CLAMORING]
205
00:09:25,410 --> 00:09:27,000
Somebody call for Spider-Man?
206
00:09:27,080 --> 00:09:28,120
[BUZZES]
207
00:09:28,200 --> 00:09:30,580
Uh-oh, still no tech. I got you!
208
00:09:30,660 --> 00:09:32,750
-[GRUNTS]
-Hopefully!
209
00:09:33,450 --> 00:09:35,370
Spider strength, don't fail me now!
210
00:09:35,450 --> 00:09:37,500
IRON MAN: A little early for high fives,
don't you think?
211
00:09:37,580 --> 00:09:38,830
SPIDER-MAN:
Iron Man?
212
00:09:38,910 --> 00:09:40,950
Now do you believe
there's someone else here?
213
00:09:41,040 --> 00:09:43,000
Attempting to save those kids
earned you some cred,
214
00:09:43,080 --> 00:09:45,660
but if you want my trust,
you'll help me take down your partner.
215
00:09:45,750 --> 00:09:47,250
He's not my partner!
216
00:09:47,330 --> 00:09:48,580
IRON MAN:
Then prove it.
217
00:09:48,660 --> 00:09:51,290
SPIDER-MAN:
Easily! If my tech was working.
218
00:09:51,370 --> 00:09:53,370
Unh. Better fix it fast.
219
00:09:53,450 --> 00:09:54,750
[WHIRRING]
220
00:09:56,580 --> 00:09:59,200
A boost from this static generator
should do the trick.
221
00:10:01,830 --> 00:10:03,580
[GRUNTING]
222
00:10:03,660 --> 00:10:05,000
[YELLS]
223
00:10:05,080 --> 00:10:07,870
SPIDER-MAN: Hope that did it.
Thanks, Calhoun High School.
224
00:10:07,950 --> 00:10:09,580
[GRUNTING]
225
00:10:09,660 --> 00:10:10,910
You're attacking me now?
226
00:10:11,000 --> 00:10:12,620
Great job proving you two aren't partners.
227
00:10:12,700 --> 00:10:15,620
I'm telling you,
I don't even know who this guy is.
228
00:10:17,580 --> 00:10:20,080
IRON MAN: His name is Ghost.
He's got a grudge against me.
229
00:10:20,160 --> 00:10:23,040
Which isn't good because he can manipulate
all forms of tech.
230
00:10:23,120 --> 00:10:25,290
Can even shut it down
by passing through it.
231
00:10:25,370 --> 00:10:28,410
Too bad we can't overpower his circuits
the way he did mine.
232
00:10:28,500 --> 00:10:29,620
IRON MAN:
That's not a bad idea.
233
00:10:29,700 --> 00:10:32,750
The Mark 50 has the ability
to control other suits remotely.
234
00:10:32,830 --> 00:10:36,790
But if I can reverse the signal
with an incoming charge...
235
00:10:36,870 --> 00:10:39,620
[CRYING OUT]
236
00:10:39,700 --> 00:10:40,910
[GRUNTS]
237
00:10:41,290 --> 00:10:42,450
IRON MAN:
Good call, Spider-Man.
238
00:10:42,540 --> 00:10:44,250
Maybe I was wrong about you.
239
00:10:44,330 --> 00:10:45,370
GHOST:
You fools!
240
00:10:45,450 --> 00:10:48,660
All I needed from that suit
were the interconnectivity disks.
241
00:10:48,750 --> 00:10:50,910
IRON MAN:
Or maybe I spoke too soon.
242
00:10:51,620 --> 00:10:52,830
Since you don't seem to mind
243
00:10:52,910 --> 00:10:56,620
one man controlling all the tech
in the world, Mr. Stark,
244
00:10:56,870 --> 00:10:59,700
let's see how you feel
about one man controlling
245
00:10:59,790 --> 00:11:01,950
all the tech at your expo.
246
00:11:02,040 --> 00:11:04,160
[CROWD MURMURING]
[WHIRRING]
247
00:11:04,250 --> 00:11:06,250
[NERVOUS CHATTERING]
248
00:11:06,330 --> 00:11:07,410
[GRUNTS]
249
00:11:07,500 --> 00:11:09,620
Everyone, stay calm!
250
00:11:09,700 --> 00:11:13,580
Oz Academy Vulture Force, attack!
251
00:11:13,660 --> 00:11:17,000
IRON MAN: Norman, no! He's extended
his reach with my interconnectivity disks!
252
00:11:17,080 --> 00:11:19,250
MAN:
Suit's not responding to my commands.
253
00:11:20,080 --> 00:11:21,750
ALL:
Whoa!
254
00:11:21,830 --> 00:11:24,620
IRON MAN: He's gained control
of everything tech based!
255
00:11:25,750 --> 00:11:27,410
Take down what you can!
256
00:11:28,910 --> 00:11:30,330
MAN 1: Aah!
MAN 2: Unh.
257
00:11:30,410 --> 00:11:31,750
No! No, no, no!
258
00:11:31,830 --> 00:11:33,750
Otto, get those arms off!
259
00:11:34,500 --> 00:11:37,160
Unh! I can't! They're stuck!
260
00:11:37,250 --> 00:11:38,750
[GRUNTS]
261
00:11:38,830 --> 00:11:41,290
IRON MAN:
We've got to retrieve those disks.
262
00:11:41,370 --> 00:11:42,410
SPIDER-MAN:
No problem.
263
00:11:42,500 --> 00:11:44,750
Just gotta keep my eyes on the prize.
264
00:11:45,250 --> 00:11:46,870
Aah! Unh.
265
00:11:46,950 --> 00:11:50,120
He's controlling the optic lenses
in my mask!
266
00:11:50,200 --> 00:11:52,040
IRON MAN:
Unh. Spider-Man, what are you doing?
267
00:11:52,120 --> 00:11:53,580
SPIDER-MAN:
Sorry. Lenses going haywire.
268
00:11:53,660 --> 00:11:55,620
He engaged my night vision goggles!
269
00:11:55,700 --> 00:11:58,410
GHOST:
Tech is your enemy now, Iron Man.
270
00:11:58,500 --> 00:12:00,580
Why not take that armor off?
271
00:12:00,660 --> 00:12:03,120
I'd love a shot at your arc reactor.
272
00:12:03,200 --> 00:12:05,200
Not a chance!
273
00:12:05,290 --> 00:12:10,000
Then experience what it feels like
to have no control!
274
00:12:10,080 --> 00:12:11,700
IRON MAN:
My solar flares are charging.
275
00:12:11,790 --> 00:12:14,200
SPIDER-MAN:
They're what? Aah!
276
00:12:14,290 --> 00:12:16,120
I can't see!
277
00:12:16,580 --> 00:12:18,580
IRON MAN: Spider-Man,
grab him before he can-- Whoa!
278
00:12:18,660 --> 00:12:20,540
Lenses enhanced the glare.
279
00:12:20,620 --> 00:12:21,750
I've got him, Spidey!
280
00:12:22,830 --> 00:12:25,750
-Watch out! He has control of my arms!
-[YELLING]
281
00:12:26,660 --> 00:12:27,660
[GRUNTS]
282
00:12:27,750 --> 00:12:29,830
Oh, thank you, Spider-Man.
283
00:12:29,910 --> 00:12:31,950
-Harry?
-Get to safety, Max!
284
00:12:32,040 --> 00:12:33,500
But where's Spider-Man?
285
00:12:33,580 --> 00:12:34,700
Still can't see!
286
00:12:34,790 --> 00:12:36,620
Iron Man, I've hacked into your frequency.
287
00:12:36,700 --> 00:12:38,700
We need to work together
if we're going to stop Ghost.
288
00:12:38,790 --> 00:12:40,700
Agreed. I'll be your eyes.
289
00:12:40,790 --> 00:12:43,410
He's at your 9:00. Hit him now!
290
00:12:43,500 --> 00:12:44,830
[YELLS]
291
00:12:45,080 --> 00:12:47,080
You'll regret that!
292
00:12:47,830 --> 00:12:50,080
SPIDER-MAN: Whoa!
-That was just the break we needed.
293
00:12:50,160 --> 00:12:52,250
SPIDER-MAN:
Plus, my eyesight's coming back.
294
00:12:52,330 --> 00:12:53,870
Get me closer to those kids!
295
00:12:54,620 --> 00:12:56,040
SPIDER-MAN:
Grab my hand.
296
00:12:56,120 --> 00:12:58,200
I'm sorry. That wasn't what--
297
00:12:58,290 --> 00:13:00,500
IRON MAN:
He's in control of my armor again!
298
00:13:01,450 --> 00:13:03,040
[GRUNTS]
299
00:13:06,620 --> 00:13:08,620
It won't stop attacking!
300
00:13:08,700 --> 00:13:10,200
HARRY:
Look out!
301
00:13:11,370 --> 00:13:12,370
Got it!
302
00:13:12,450 --> 00:13:14,830
That ghost can't control it
if it doesn't have power.
303
00:13:14,910 --> 00:13:15,910
SPIDER-MAN:
Good move.
304
00:13:16,000 --> 00:13:17,790
Have to rely on things
he can't manipulate,
305
00:13:17,870 --> 00:13:20,040
-[WHOOSHING]
-like my Spider-Sense!
306
00:13:20,120 --> 00:13:21,160
Iron Man?
307
00:13:21,250 --> 00:13:22,660
[WHIRRING]
308
00:13:22,750 --> 00:13:25,750
Sorry, kid, I'm not in control.
Only have one way to stop this.
309
00:13:25,830 --> 00:13:27,040
Eject!
310
00:13:27,120 --> 00:13:29,540
TONY: Unh.
-Finally.
311
00:13:29,700 --> 00:13:33,830
-Let's get to the heart of the matter.
-Aah!
312
00:13:33,910 --> 00:13:35,620
TONY:
My arc reactor!
313
00:13:35,700 --> 00:13:37,080
SPIDER-MAN:
Iron Man!
314
00:13:37,160 --> 00:13:40,120
Have to break Ghost's control of Iron Man
before he kills him!
315
00:13:40,330 --> 00:13:42,660
But everything in this place is tech.
316
00:13:43,290 --> 00:13:44,910
Almost everything.
317
00:13:45,620 --> 00:13:48,750
After it took over my mind,
I swore I'd never put this thing on again.
318
00:13:48,830 --> 00:13:50,120
[WHIRRING]
319
00:13:50,200 --> 00:13:52,660
Unh. Spider-Man...
320
00:13:52,750 --> 00:13:54,580
But Tony's life is at stake.
321
00:13:55,910 --> 00:14:00,580
[GRUNTING THEN SCREAMING]
322
00:14:00,660 --> 00:14:02,330
No. It is alive.
323
00:14:02,950 --> 00:14:04,370
[SPIDER-MAN SCREAMING]
324
00:14:06,040 --> 00:14:09,120
[PANTING]
325
00:14:10,330 --> 00:14:13,750
Time to finish you once and for all,
Spider-Man.
326
00:14:13,830 --> 00:14:15,700
Unh. Spider-Man...
327
00:14:17,290 --> 00:14:19,750
Unh. If this isn't an ad
for going organic,
328
00:14:19,830 --> 00:14:21,080
I don't know what is.
329
00:14:26,750 --> 00:14:28,450
[GRUNTS]
330
00:14:28,540 --> 00:14:30,790
[GRUNTS]
[YELLING]
331
00:14:30,870 --> 00:14:32,950
[INHALES DEEPLY THEN GASPS]
332
00:14:33,580 --> 00:14:35,040
GHOST:
How's it--?
333
00:14:35,120 --> 00:14:37,580
I have control over everything!
334
00:14:37,660 --> 00:14:39,290
SPIDER-MAN:
Everything tech based.
335
00:14:41,410 --> 00:14:46,080
[BREATHES HEAVILY]
And that's all I need to destroy you.
336
00:14:46,160 --> 00:14:48,250
My Sonic Scream's been activated!
337
00:14:48,330 --> 00:14:49,830
[SONIC SCREAM BLARING]
338
00:14:50,660 --> 00:14:51,700
[YELLS]
339
00:14:51,790 --> 00:14:53,500
SPIDER-MAN:
Stop it!
340
00:14:53,580 --> 00:14:55,580
Symbiote coming apart!
341
00:14:55,660 --> 00:14:59,910
GHOST:
So something does affect you.
342
00:15:00,000 --> 00:15:02,410
[SCREAMS THEN ROARS]
343
00:15:03,000 --> 00:15:04,000
[ALL GASP]
344
00:15:04,580 --> 00:15:07,910
So much for your Symbiote!
345
00:15:09,410 --> 00:15:10,830
[ROARS]
346
00:15:10,910 --> 00:15:12,250
GHOST:
What?
347
00:15:17,080 --> 00:15:18,790
GHOST:
How?
348
00:15:18,870 --> 00:15:23,040
How? Let's just say that when you push
people too far, they get enraged.
349
00:15:23,120 --> 00:15:24,700
And rage is a powerful...
350
00:15:25,540 --> 00:15:26,660
[GRUNTS]
351
00:15:26,750 --> 00:15:28,200
motivator.
352
00:15:28,290 --> 00:15:31,160
Give up these disks now.
353
00:15:32,250 --> 00:15:33,750
Ow!
354
00:15:33,830 --> 00:15:35,500
-[CRASH]
-[GASPS]
355
00:15:35,580 --> 00:15:38,370
And one more thing. Apologize!
356
00:15:38,450 --> 00:15:40,160
[SCREAMING]
357
00:15:40,250 --> 00:15:42,290
TONY:
Spider-Man, stop!
358
00:15:42,370 --> 00:15:44,410
Let security take it from here.
359
00:15:44,500 --> 00:15:45,500
SPIDER-MAN:
Aww!
360
00:15:45,580 --> 00:15:48,290
-You ruined my big finish, T.S.
GHOST: Aah!
361
00:15:48,370 --> 00:15:51,790
Spider-Man,
you need to take that suit off right now.
362
00:15:51,870 --> 00:15:53,370
It's alive.
363
00:15:53,450 --> 00:15:54,620
Alive?
364
00:15:54,700 --> 00:15:57,410
I thought you wanted it to become
an element on the periodic table?
365
00:15:57,500 --> 00:15:58,910
I did.
366
00:15:59,540 --> 00:16:04,290
I was caught up in the glory of it all,
but now I know it's not safe.
367
00:16:04,370 --> 00:16:06,870
Maybe you're just not the right person
to control it.
368
00:16:07,540 --> 00:16:09,410
Maybe it takes someone awesome.
369
00:16:09,500 --> 00:16:12,910
TONY: Spider-Man,
when Ghost was an employee of mine,
370
00:16:13,000 --> 00:16:15,290
he did have incredible ideas,
371
00:16:15,370 --> 00:16:19,120
but I took them from him
because he lost sight of their impact.
372
00:16:19,200 --> 00:16:21,660
He wasn't acting responsibly.
373
00:16:21,750 --> 00:16:25,540
And I have to wonder
if you're heading into similar territory.
374
00:16:25,950 --> 00:16:27,580
Changing your suit is one thing,
375
00:16:27,660 --> 00:16:30,290
but changing your moral compass
is another.
376
00:16:30,620 --> 00:16:33,450
You're right.
I've gotta get this thing off.
377
00:16:34,620 --> 00:16:36,000
But I can't do it alone,
378
00:16:36,080 --> 00:16:39,330
and with the Sonic Scream devices
destroyed, I don't know how.
379
00:16:39,870 --> 00:16:41,750
FLASH:
Let me take a crack at it, Spidey.
380
00:16:41,830 --> 00:16:43,330
I can pull it off.
381
00:16:43,410 --> 00:16:46,580
I appreciate the gesture,
but it'll take more than just you.
382
00:16:46,660 --> 00:16:50,450
TONY:
Why don't we do it together?
383
00:16:50,540 --> 00:16:52,620
If I've learned anything on the Avengers,
384
00:16:52,700 --> 00:16:55,620
it's that we're at our strongest
as a team.
385
00:16:57,540 --> 00:16:59,870
Who's ready to Assemble?
386
00:16:59,950 --> 00:17:01,500
Yeah, let's do this!
387
00:17:03,330 --> 00:17:04,870
Ready? Pull!
388
00:17:04,950 --> 00:17:08,450
[ALL GRUNTING THEN YELLING]
389
00:17:11,950 --> 00:17:13,450
[GRUNTS]
390
00:17:13,540 --> 00:17:14,540
Huh?
391
00:17:14,620 --> 00:17:16,000
[ROARS]
392
00:17:16,080 --> 00:17:18,950
[FLASH GASPS]
That thing just gave me the evil eye.
393
00:17:19,040 --> 00:17:21,950
[ALL YELLING]
394
00:17:22,580 --> 00:17:24,660
FLASH:
It's loose! Huh?
395
00:17:24,750 --> 00:17:26,750
IRON MAN:
Get clear!
396
00:17:28,750 --> 00:17:29,750
Everyone get back!
397
00:17:29,830 --> 00:17:30,950
OTTO:
I got it!
398
00:17:31,040 --> 00:17:32,370
[WHIRRING]
399
00:17:32,450 --> 00:17:35,080
Ahh. Good to be in control again.
400
00:17:35,160 --> 00:17:37,660
[WHOOSHING]
401
00:17:37,750 --> 00:17:39,160
IRON MAN:
Nice teamwork, everyone.
402
00:17:39,250 --> 00:17:42,870
-Hey, anything to help out Spider-Man?
-[WEB SHOOTER DEPLOYING]
403
00:17:44,580 --> 00:17:46,370
FLASH:
What--? He's just leaving?
404
00:17:46,450 --> 00:17:48,000
SECURITY OFFICER:
Sir, should we pursue him?
405
00:17:48,080 --> 00:17:50,620
No. Let him go.
406
00:17:53,000 --> 00:17:55,080
Nice assist, Otto.
407
00:17:55,160 --> 00:17:56,200
Thank you, Max.
408
00:17:56,290 --> 00:17:59,540
And I'm sorry about attacking you before.
409
00:17:59,870 --> 00:18:03,000
Once I've connected the arms
to the cerebral cortex
410
00:18:03,080 --> 00:18:04,500
and not a battery source,
411
00:18:04,580 --> 00:18:07,000
it won't ever be vulnerable
to hacking again.
412
00:18:07,080 --> 00:18:10,870
Otto, I don't think you should continue
working on those arms
413
00:18:10,950 --> 00:18:14,580
until I have a better understanding
of their advanced capability.
414
00:18:14,660 --> 00:18:16,830
OTTO: What? Why?
I know enough to complete--
415
00:18:16,910 --> 00:18:17,950
I'm sorry, Otto.
416
00:18:18,040 --> 00:18:20,910
Either you continue your research
at a pace I'm comfortable with,
417
00:18:21,580 --> 00:18:22,950
or I'm pulling your funding.
418
00:18:23,410 --> 00:18:26,120
OTTO:
Your school, your rules.
419
00:18:26,410 --> 00:18:28,000
Have it your way.
420
00:18:28,580 --> 00:18:30,080
MAX:
Peter, where have you been?
421
00:18:30,160 --> 00:18:33,410
I, uh, got trapped
underneath some of that debris.
422
00:18:34,120 --> 00:18:36,120
Well, I'm glad you're okay.
423
00:18:36,200 --> 00:18:39,330
Look, I wanted to apologize for earlier.
424
00:18:39,950 --> 00:18:42,660
You were right and I was wrong.
425
00:18:42,950 --> 00:18:44,120
And to make it up to you,
426
00:18:44,200 --> 00:18:47,700
I'm lifting your punishment
for taking the V-252 in the first place.
427
00:18:48,500 --> 00:18:49,750
Your work here at the expo
428
00:18:49,830 --> 00:18:51,870
-will be reflected in your overall grade.
PETER: Ahh.
429
00:18:51,950 --> 00:18:53,120
Thank you, Max.
430
00:18:53,200 --> 00:18:57,620
Hey, speaking of grades,
who is the winner of the expo anyway?
431
00:18:57,790 --> 00:19:00,540
Good question.
Mr. Stark, who gets the prize?
432
00:19:00,620 --> 00:19:03,450
Well, considering it is the only thing
still standing,
433
00:19:03,540 --> 00:19:05,330
I guess the winner is...
434
00:19:06,160 --> 00:19:08,700
Flash Thompson's papier-mâché volcano.
435
00:19:08,790 --> 00:19:10,500
Yeah!
436
00:19:10,580 --> 00:19:13,790
-In your face, eggheads! Oh, yeah!
IRON MAN: Ahem.
437
00:19:15,950 --> 00:19:20,790
I mean, um, I humbly accept
this great honor.
438
00:19:20,870 --> 00:19:22,540
Oh, yeah. Heh.
439
00:19:25,870 --> 00:19:28,080
-Well done.
-Hey, great job, Flash.
440
00:19:28,160 --> 00:19:29,330
Way to go, Flash!
441
00:19:29,410 --> 00:19:31,250
What a waste.
442
00:19:31,750 --> 00:19:33,080
Dad...
443
00:19:33,450 --> 00:19:37,870
[STAMMERS] I'm sorry I overreacted
when you said I couldn't enter my glider.
444
00:19:37,950 --> 00:19:41,370
If I had, it would have been destroyed
along with everything else.
445
00:19:41,580 --> 00:19:43,660
Maybe it is meant for greater things.
446
00:19:43,750 --> 00:19:46,500
Then we didn't lose here today
after all, Harry.
447
00:19:46,790 --> 00:19:49,290
We gained something even more valuable.
448
00:19:50,660 --> 00:19:52,000
Clarity.
449
00:19:52,700 --> 00:19:55,910
Max, I'm taking this substance
back to Avengers Compound.
450
00:19:56,000 --> 00:19:59,200
Something this powerful
needs to be under secure lock and key.
451
00:19:59,290 --> 00:20:01,540
Huh. No argument here.
452
00:20:01,620 --> 00:20:03,660
Mr. Parker, it was a pleasure to meet you.
453
00:20:03,750 --> 00:20:05,540
Max says you have a lot of potential,
454
00:20:05,620 --> 00:20:07,500
and as always, I believe him.
455
00:20:07,580 --> 00:20:09,910
[CHUCKLES]
Thanks.
456
00:20:10,040 --> 00:20:12,160
I wish I was a gooey, black substance.
457
00:20:12,250 --> 00:20:14,540
I could go back
to Avengers Compound with you.
458
00:20:15,040 --> 00:20:16,870
Yeah, I'm gonna leave now.
459
00:20:17,950 --> 00:20:21,200
Oh! I meant to get his autograph!
460
00:20:21,540 --> 00:20:24,910
Really? You don't think
one awkward moment is enough?
461
00:20:27,750 --> 00:20:31,120
That is quite an impressive contraption
you have there.
462
00:20:31,200 --> 00:20:33,660
Huh. Yeah.
463
00:20:33,750 --> 00:20:35,410
A lot of good it'll do me.
464
00:20:35,500 --> 00:20:37,500
Well, I happen to know
where you might find
465
00:20:37,580 --> 00:20:38,830
some additional funding,
466
00:20:38,910 --> 00:20:40,580
if needed.
467
00:20:41,620 --> 00:20:42,750
Mr. Stark!
468
00:20:42,830 --> 00:20:44,410
[PANTS THEN GRUNTS]
469
00:20:44,500 --> 00:20:45,950
I meant to ask.
470
00:20:46,040 --> 00:20:48,830
Could you autograph my expo program?
471
00:20:48,910 --> 00:20:50,250
Sure, kid.
472
00:20:50,330 --> 00:20:52,660
Too bad Spider-Man ran off so fast.
473
00:20:52,750 --> 00:20:55,870
You could've gotten the autograph
of two heroes instead of one.
474
00:20:55,950 --> 00:20:58,910
You really think Spider-Man's a hero?
475
00:20:59,500 --> 00:21:00,910
I think he's on his way.
476
00:21:01,000 --> 00:21:03,250
He just needs some guidance.
477
00:21:03,540 --> 00:21:06,120
You know how it is,
you've got Max as your mentor.
478
00:21:06,200 --> 00:21:10,700
I'd like to think Spider-Man knows
he can call on Iron Man in the same way.
479
00:21:10,790 --> 00:21:12,910
I'm sure he does.
480
00:21:13,000 --> 00:21:15,620
Well, keep up those studies.
481
00:21:15,700 --> 00:21:18,450
And, uh, lift a barbell or something,
will you?
482
00:21:18,540 --> 00:21:20,870
I can't be the only science stud
around here.
483
00:21:21,160 --> 00:21:23,620
[LAUGHS]
Will do.
484
00:21:26,700 --> 00:21:28,790
"To Paul"?
485
00:21:28,870 --> 00:21:31,750
Aah! It's Peter!
35766
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