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1
00:00:02,950 --> 00:00:04,200
[SIGHS]
2
00:00:04,290 --> 00:00:05,410
Web shooters.
3
00:00:06,160 --> 00:00:07,580
Proportionate strength of a spider.
4
00:00:07,660 --> 00:00:11,160
And it still takes me just as long
to organize this place as anyone else.
5
00:00:11,750 --> 00:00:12,830
Who knew science was so messy?
6
00:00:12,910 --> 00:00:14,830
He shoots, he...
7
00:00:16,790 --> 00:00:19,000
Hits his teacher with a dirty rag.
8
00:00:19,080 --> 00:00:20,370
[CHUCKLES]
Sorry, Max.
9
00:00:20,450 --> 00:00:22,250
[CHUCKLES]
It's quite all right, Peter.
10
00:00:22,830 --> 00:00:25,250
I'm just happy to see you
balancing out your science work
11
00:00:25,370 --> 00:00:27,120
with a little athleticism.
12
00:00:27,200 --> 00:00:29,870
I make room when I can. Speaking of which,
13
00:00:29,950 --> 00:00:33,540
since Tony Stark took the V-252
back to the Avengers Compound,
14
00:00:33,620 --> 00:00:35,790
do you want me to put
its container in storage?
15
00:00:35,870 --> 00:00:36,870
No, that's okay.
16
00:00:36,950 --> 00:00:38,290
It's really no bother.
17
00:00:39,000 --> 00:00:40,540
In fact, we'll have more room for--
18
00:00:40,620 --> 00:00:43,000
I said no, Peter. I, uh--
19
00:00:43,580 --> 00:00:46,410
I like it there. Sort of reminds me
of what could've been.
20
00:00:47,000 --> 00:00:49,830
Oh, I get it. Sorry, Max.
21
00:00:49,910 --> 00:00:52,700
No worries. In fact,
why don't you head home?
22
00:00:52,790 --> 00:00:54,870
You can come in early
and finish up in the morning.
23
00:00:55,450 --> 00:00:59,450
I can't. I promised Flash Thompson
I'd tutor him before school tomorrow.
24
00:00:59,540 --> 00:01:03,660
Flash Thompson?
The Midtown lad who won the Stark Expo?
25
00:01:03,750 --> 00:01:06,500
Don't remind me. Flash got lucky.
26
00:01:06,580 --> 00:01:08,000
And I'll have my work cut out for me
27
00:01:08,080 --> 00:01:10,120
if I'm going to teach him
anything about science.
28
00:01:10,200 --> 00:01:13,330
People can surprise you, Peter.
You're a perfect example.
29
00:01:13,410 --> 00:01:15,660
I never would've thought
you'd agree to tutor the boy
30
00:01:15,750 --> 00:01:17,870
who caused you so much grief at Midtown.
31
00:01:17,950 --> 00:01:22,040
Well, he did something I didn't expect.
He asked for my help.
32
00:01:22,120 --> 00:01:26,160
See? He's off to a good start.
And he's quite the football star.
33
00:01:26,750 --> 00:01:29,330
I'm looking forward
to seeing him play this weekend.
34
00:01:29,410 --> 00:01:32,700
Tell you what.
Let's call it a night anyway.
35
00:01:32,790 --> 00:01:34,500
I can straighten
these things up on my own.
36
00:01:34,580 --> 00:01:37,500
You sure? Thanks, Max.
37
00:01:39,160 --> 00:01:40,790
[LAUGHING]
Oh, yeah!
38
00:01:40,870 --> 00:01:43,830
Getting out earlier than expected
and not a mugger in sight.
39
00:01:43,910 --> 00:01:46,000
I might actually get a good night's sleep
for a change.
40
00:01:46,080 --> 00:01:48,790
Whoo-hoo-hoo-- Ah! Unh!
41
00:01:49,540 --> 00:01:53,330
[GROANS]
Uh, hello, spider-sense?
42
00:01:53,410 --> 00:01:55,580
Let me know the next time
you're gonna take a vacation.
43
00:01:55,660 --> 00:01:59,200
I don't like being caught off guard by...
[GROWLING]
44
00:01:59,290 --> 00:02:01,580
Is that the black suit?
[EVIL CHUCKLING]
45
00:02:01,660 --> 00:02:03,910
Is that my black suit?
46
00:02:04,000 --> 00:02:06,290
[ROARING]
47
00:02:06,370 --> 00:02:09,040
And all this time,
I thought black was slimming.
48
00:02:20,040 --> 00:02:21,330
[GROWLING]
49
00:02:21,410 --> 00:02:23,750
So this is what it was like
to fight me in this costume?
50
00:02:23,830 --> 00:02:25,660
[GRUNTS]
51
00:02:25,750 --> 00:02:29,540
Well, a larger,
more monstrous version of me
52
00:02:29,620 --> 00:02:32,830
who's clearly taken the V-252
to a much darker place.
53
00:02:32,910 --> 00:02:35,330
[GROWLING]
54
00:02:35,410 --> 00:02:37,040
[ROARING]
55
00:02:37,120 --> 00:02:43,450
Because from that wet, gnarly grin,
I'd say the "V" stood for "Venom!"
56
00:02:43,540 --> 00:02:47,580
Whoa! My spider-sense still isn't working!
Can it not sense the Symbiote?
57
00:02:47,660 --> 00:02:48,660
[GROWLS]
58
00:02:48,750 --> 00:02:50,910
Either way, looks like I need to rely
on my other gifts.
59
00:02:51,000 --> 00:02:52,250
[GRUNTS]
60
00:02:52,330 --> 00:02:53,750
I don't mean bowling!
61
00:02:53,830 --> 00:02:56,830
Although...
[GRUNTS]
62
00:02:56,910 --> 00:02:59,370
I'm still going for the strike!
63
00:02:59,450 --> 00:03:01,000
[ROARING]
64
00:03:01,080 --> 00:03:04,080
I know the V-252's securely
at Avengers Tower.
65
00:03:04,160 --> 00:03:05,660
[GRUNTS]
66
00:03:05,750 --> 00:03:07,750
So are you another one?
67
00:03:09,290 --> 00:03:12,040
Because it seems unlikely
it could've escaped, unless--
68
00:03:12,120 --> 00:03:14,410
Unless it bonded with Tony
before he could contain it.
69
00:03:14,500 --> 00:03:17,040
-Mr. Stark, is that you?
-[ROARS]
70
00:03:17,120 --> 00:03:20,040
If it is, you should know
you're really stretching out my suit.
71
00:03:20,120 --> 00:03:21,120
[GRUNTING]
72
00:03:21,200 --> 00:03:23,450
Unless you're just looking to see
who wore it best!
73
00:03:23,540 --> 00:03:24,790
[GRUNTING]
74
00:03:24,870 --> 00:03:28,700
In which case, let's just say I turned
a lot of heads wearing that thing.
75
00:03:29,620 --> 00:03:32,080
Not like Tony to put people
in harm's way.
76
00:03:32,160 --> 00:03:33,160
[GRUNTS]
77
00:03:33,250 --> 00:03:36,580
But I have to remember the suit made me do
a lot of things I didn't want to either.
78
00:03:36,660 --> 00:03:38,830
[GRUNTS]
79
00:03:38,910 --> 00:03:40,450
Like throwing a bus!
80
00:03:40,540 --> 00:03:42,370
Definitely wouldn't throw a bus!
81
00:03:45,750 --> 00:03:47,450
[ALARM BLARING]
[HORN HONKING]
82
00:03:47,540 --> 00:03:49,370
[ROARING]
83
00:03:50,410 --> 00:03:53,450
That's right. You don't like that, do you?
84
00:03:53,540 --> 00:03:56,700
Let's see what a cacophony
of car alarms sounds like.
85
00:03:56,790 --> 00:04:01,200
[MULTIPLE CAR ALARMS BLARING]
[GRUNTS]
86
00:04:01,290 --> 00:04:03,200
I was just showing off that
I knew what "cacophony" meant.
87
00:04:03,290 --> 00:04:05,200
[GROWLING]
88
00:04:05,290 --> 00:04:07,290
And now he's gone.
89
00:04:10,040 --> 00:04:14,000
Guess there's only one way of knowing
if the Symbiote has taken over Tony Stark,
90
00:04:14,080 --> 00:04:16,120
and that's for Spidey to ask him directly.
91
00:04:17,410 --> 00:04:21,200
Tony, it's your old pal, Spidey.
92
00:04:21,290 --> 00:04:22,410
Too friendly.
93
00:04:22,500 --> 00:04:24,540
Mr. Stark, Spider-Man.
94
00:04:24,620 --> 00:04:27,200
Remember that V-252 you took?
95
00:04:27,290 --> 00:04:30,120
It didn't, by chance,
take over your mind, did it?
96
00:04:30,200 --> 00:04:31,750
[GROANS]
Too direct.
97
00:04:31,830 --> 00:04:33,000
[CLEARS THROAT]
98
00:04:33,080 --> 00:04:35,370
Mr. Stark, it's Spider-Man,
99
00:04:35,450 --> 00:04:40,160
and depending on how you answer
this question, you may need my help.
100
00:04:40,250 --> 00:04:43,040
Oh-ho-ho, that's good! That's good.
101
00:04:43,750 --> 00:04:45,000
[SIGHS]
102
00:04:45,080 --> 00:04:46,080
Call Tony Stark.
103
00:04:46,160 --> 00:04:48,290
MALE COMPUTER VOICE:
Leave a message.
104
00:04:48,370 --> 00:04:52,700
Uh, hi. This is Spider-Man
with a message for Tony Stark.
105
00:04:52,790 --> 00:04:57,750
Mr. Stark, depending on how you answer
this question, I may need your help.
106
00:04:57,830 --> 00:05:00,000
You may need your help! My help!
107
00:05:00,080 --> 00:05:02,250
[SIGHS THEN GROANS]
108
00:05:02,330 --> 00:05:03,500
Call me back, please.
109
00:05:04,540 --> 00:05:06,160
Real smooth, Parker.
110
00:05:08,950 --> 00:05:10,870
-[FLASH SNORES]
-And mono ammonium phosphate
111
00:05:10,950 --> 00:05:13,540
is a compound that can separate the--
112
00:05:13,620 --> 00:05:14,660
Flash!
113
00:05:14,750 --> 00:05:16,000
Huh? What? What? What?
114
00:05:16,080 --> 00:05:18,700
You're the one who asked me here,
remember?
115
00:05:18,790 --> 00:05:22,200
Now, do you wanna learn about the exciting
world of chemical compounds, or not?
116
00:05:22,290 --> 00:05:25,500
[SIGHS]
To be honest, Parker, I could care less.
117
00:05:25,580 --> 00:05:27,660
But my grades are down,
and Mr. Salerno says
118
00:05:27,750 --> 00:05:31,290
if I don't pass tomorrow's science exam,
I can't play in the big game this weekend.
119
00:05:32,120 --> 00:05:36,500
So? I'm not the biggest sports fan,
but won't there be other games?
120
00:05:37,120 --> 00:05:38,200
Are you kidding me?
121
00:05:38,290 --> 00:05:41,580
This game is against our biggest rival,
Truman High.
122
00:05:41,660 --> 00:05:45,580
And I may not be much in the classroom,
but I am the king of the football field!
123
00:05:47,410 --> 00:05:49,120
[GROANS]
124
00:05:49,200 --> 00:05:52,500
A nerd like you couldn't understand
the pressures of being a hero.
125
00:05:52,580 --> 00:05:54,950
A hero? Yeah, right.
126
00:05:55,040 --> 00:05:56,540
Well, well, well!
127
00:05:56,620 --> 00:05:59,750
If it isn't Flash-In-The-Pan Thompson!
128
00:05:59,830 --> 00:06:01,790
Kevin Wyatt.
129
00:06:01,870 --> 00:06:05,500
I forgot Truman High's quarter-hack
has family in this neighborhood.
130
00:06:05,580 --> 00:06:09,000
-What do you want?
-I wanna see you eat turf this weekend.
131
00:06:09,080 --> 00:06:10,580
But rumor has it,
132
00:06:10,660 --> 00:06:14,080
you won't be able to play
because your grades are no good.
133
00:06:14,160 --> 00:06:15,660
[GROWLS]
134
00:06:17,200 --> 00:06:21,950
Keep it up, and you won't be able to play
because your legs are no good!
135
00:06:22,040 --> 00:06:25,160
Flash, getting in a fight
isn't going to solve anything.
136
00:06:25,250 --> 00:06:28,200
Better listen to your nerd buddy,
Thompson.
137
00:06:29,370 --> 00:06:31,250
Nicely played, Flash.
138
00:06:31,330 --> 00:06:34,450
If you really wanna stick it to him,
ace this test.
139
00:06:34,540 --> 00:06:36,500
Then you can settle your argument
on the field.
140
00:06:37,080 --> 00:06:39,410
You really think I can pass, tiny tutor?
141
00:06:39,500 --> 00:06:41,790
Is an amoeba a single-celled organism?
142
00:06:41,870 --> 00:06:43,410
Huh? I don't know!
143
00:06:43,500 --> 00:06:44,580
[SIGHS]
144
00:06:47,750 --> 00:06:49,040
[GROANS]
145
00:06:49,120 --> 00:06:51,700
Still no word from Tony. That's not good.
146
00:06:52,370 --> 00:06:55,120
Because if the Symbiote was looking
for a host like its original,
147
00:06:55,790 --> 00:06:58,910
Tony and I are both smart,
we're both superheroes,
148
00:06:59,000 --> 00:07:01,950
and we were both
in close contact with the V-252.
149
00:07:02,040 --> 00:07:03,040
MAX:
Peter.
150
00:07:03,700 --> 00:07:05,830
Didn't mean to startle you.
I just saw your--
151
00:07:05,910 --> 00:07:06,910
[YAWNS]
152
00:07:07,000 --> 00:07:08,370
your door open.
153
00:07:08,450 --> 00:07:10,200
That's all right.
154
00:07:10,290 --> 00:07:12,540
You okay, Max? You look tired.
155
00:07:12,620 --> 00:07:14,830
Oh, I've been working late most nights.
156
00:07:14,910 --> 00:07:16,660
It's probably just catching up with me.
157
00:07:16,750 --> 00:07:17,750
What are you busy with?
158
00:07:17,830 --> 00:07:20,790
Well, I'm devising a way
to track the V-252.
159
00:07:20,870 --> 00:07:23,040
Why? We know exactly where it is.
160
00:07:23,120 --> 00:07:25,040
Tony took it to Avengers Compound,
remember?
161
00:07:25,120 --> 00:07:29,870
Yeah, but Spider-Man told me
he thought he saw it last night,
162
00:07:29,950 --> 00:07:32,000
and I started to wonder.
163
00:07:32,080 --> 00:07:34,120
What if the Symbiote
bonded with Mr. Stark?
164
00:07:34,830 --> 00:07:37,370
Hmm. That could be catastrophic.
165
00:07:38,410 --> 00:07:40,000
Fortunately, I know for a fact
166
00:07:40,080 --> 00:07:42,870
that Tony is off-planet with the Avengers
on a secret mission.
167
00:07:42,950 --> 00:07:44,450
Really? Heh.
168
00:07:44,540 --> 00:07:46,870
That's a relief. I think.
169
00:07:47,700 --> 00:07:48,790
What do you mean?
170
00:07:48,870 --> 00:07:51,950
Well, that means it's not Tony.
But it's still out there.
171
00:07:52,540 --> 00:07:55,910
And Spider-Man says his spider-sense
is useless against it.
172
00:07:56,000 --> 00:07:58,700
Which is why I'm working
on a way to track it.
173
00:07:58,790 --> 00:08:00,790
Didn't you say once
that the Symbiote gave off
174
00:08:00,870 --> 00:08:03,330
a unique quantum oscillation
of 35 gigahertz?
175
00:08:03,410 --> 00:08:05,910
It was actually 38 gigahertz.
176
00:08:06,000 --> 00:08:10,080
But I really don't want you
getting involved in this, Peter.
177
00:08:10,160 --> 00:08:11,620
Promise me,
178
00:08:11,700 --> 00:08:14,540
you'll leave the dangerous stuff
to the superheroes.
179
00:08:14,620 --> 00:08:16,040
You have my word.
180
00:08:18,200 --> 00:08:22,580
Technically, I wasn't lying to Max,
since I am a superhero,
181
00:08:22,660 --> 00:08:24,120
but I still don't feel good about it.
182
00:08:24,910 --> 00:08:26,790
Fortunately, the data he gave me
comes in handy.
183
00:08:27,910 --> 00:08:28,950
There!
184
00:08:29,040 --> 00:08:34,700
Instead of a GPS, I've made myself a VPS:
Venom Positioning System.
185
00:08:34,790 --> 00:08:36,750
MALE COMPUTER VOICE:
Let's get started.
186
00:08:36,830 --> 00:08:37,950
After you.
187
00:08:39,410 --> 00:08:42,950
Venom Symbiote detected.Turn right on Broadway.
188
00:08:43,040 --> 00:08:46,830
Yes! Once again,
science gets the upper hand!
189
00:08:48,660 --> 00:08:50,870
And with the sonic blaster
attached to my glove,
190
00:08:50,950 --> 00:08:53,370
that hand is gonna feel like a fist.
191
00:08:53,450 --> 00:08:56,250
Swing left at 47th Street.
192
00:08:56,330 --> 00:08:57,660
[CLAMORING]
193
00:08:57,750 --> 00:08:59,330
[SCREAMS]
194
00:09:00,700 --> 00:09:03,000
[GROWLING]
195
00:09:03,080 --> 00:09:04,410
Okay, Venom.
196
00:09:04,500 --> 00:09:07,200
Let's see how you feel when someone
sneaks up on you undetected.
197
00:09:07,290 --> 00:09:09,080
-Arriving at your destination.
-Huh?
198
00:09:09,160 --> 00:09:10,620
Oh, come on!
199
00:09:10,700 --> 00:09:11,830
[ROARING]
200
00:09:11,910 --> 00:09:13,160
You ruined my surpri--
201
00:09:13,250 --> 00:09:15,580
[YELLS THEN GROANS]
202
00:09:15,660 --> 00:09:17,870
[SCREAMING AND CLAMORING]
203
00:09:17,950 --> 00:09:19,250
Everybody, get to safety!
204
00:09:19,330 --> 00:09:21,040
And while you're at it, cover your ears!
205
00:09:21,120 --> 00:09:22,410
[GRUNTS]
206
00:09:22,500 --> 00:09:25,160
[SONIC BLASTER BLARING]
[ROARING]
207
00:09:26,450 --> 00:09:28,000
[ROARING]
208
00:09:28,080 --> 00:09:31,500
He's neutralizing the sonic blasts
with the lead in those manhole covers!
209
00:09:31,580 --> 00:09:34,410
[ROARING]
[GRUNTS]
210
00:09:34,500 --> 00:09:36,080
My sonic blaster!
211
00:09:36,160 --> 00:09:37,330
[YELLS]
212
00:09:37,410 --> 00:09:38,540
[GRUNTING]
213
00:09:38,620 --> 00:09:40,790
[GROWLING]
214
00:09:40,870 --> 00:09:42,620
[STRAINING]
215
00:09:42,700 --> 00:09:44,330
MALE COMPUTER VOICE:
Venom approaching.
216
00:09:44,410 --> 00:09:46,120
Tell me something I don't know!
217
00:09:48,660 --> 00:09:51,080
Phone, call Max's fax machine!
218
00:09:51,160 --> 00:09:52,160
MALE COMPUTER VOICE:
Dialing.
219
00:09:52,250 --> 00:09:55,660
[FAX MACHINE BEEPING, STATIC]
220
00:09:59,370 --> 00:10:02,290
Thank goodness for dated technology.
221
00:10:03,370 --> 00:10:04,580
Where did he go?
222
00:10:04,660 --> 00:10:06,620
[BEEPING, GARBLED SPEECH]
223
00:10:06,700 --> 00:10:09,700
Gone. And it looks like
the VPS was damaged in the fight.
224
00:10:10,410 --> 00:10:12,000
Based on that move
with the manhole covers,
225
00:10:12,080 --> 00:10:14,200
I wasn't wrong about Venom
being somewhat smart.
226
00:10:14,290 --> 00:10:18,830
But with Tony Stark off the suspect list,
who's another person that fits the bill?
227
00:10:18,910 --> 00:10:21,950
Everyone at Horizon High
has had access to the V-252.
228
00:10:22,040 --> 00:10:23,950
Gwen, Anya...
229
00:10:24,040 --> 00:10:26,410
Miles has powers similar to mine.
230
00:10:26,500 --> 00:10:28,950
He doesn't quite match Venom's size.
231
00:10:29,040 --> 00:10:32,120
Maybe Max can give me a list
of all the people who worked on it.
232
00:10:32,200 --> 00:10:34,540
Wait a minute. What about Max?
233
00:10:35,290 --> 00:10:36,950
He's had the most exposure to it.
234
00:10:37,040 --> 00:10:38,750
He's certainly smart enough.
235
00:10:38,830 --> 00:10:41,250
Not to mention he's a pretty big guy.
236
00:10:41,330 --> 00:10:42,790
This needs some looking into.
237
00:10:46,410 --> 00:10:48,660
[SIGHS]
I won't be able to snoop around Max's lab
238
00:10:48,750 --> 00:10:50,580
until he leaves for the day.
239
00:10:50,660 --> 00:10:52,290
So it's a good time to check in
on Flash at Midtown--
240
00:10:52,370 --> 00:10:55,410
Nerd alert!
Puny Parker in the house!
241
00:10:55,500 --> 00:10:57,580
[LAUGHTER]
242
00:10:57,660 --> 00:11:01,450
[SOFTLY] Sorry, tiny tutor.
Gotta keep up appearances, you know?
243
00:11:01,540 --> 00:11:03,160
What's going on here?
244
00:11:03,250 --> 00:11:06,700
Flash, I've told you a hundred times
not to--
245
00:11:06,790 --> 00:11:09,040
Peter Parker, is that you?
246
00:11:09,120 --> 00:11:11,790
It is, Mr. Salerno. How have you been?
247
00:11:12,250 --> 00:11:13,790
Well, I've been better, Peter.
248
00:11:13,870 --> 00:11:15,870
Ouch! I can see that.
249
00:11:15,950 --> 00:11:17,950
What I mean is, I'm having a hard time
250
00:11:18,040 --> 00:11:20,950
losing good students like yourself
to Horizon High.
251
00:11:21,040 --> 00:11:24,370
In fact, I've been petitioning
to stop Max Modell from recruiting here.
252
00:11:24,450 --> 00:11:26,450
He's well aware of it, sir.
253
00:11:26,540 --> 00:11:30,290
And while I know it upsets him,
I understand your point too.
254
00:11:31,040 --> 00:11:32,870
But what I meant was,
what happened to your arm?
255
00:11:32,950 --> 00:11:34,200
Oh, that.
256
00:11:34,290 --> 00:11:36,950
Well, I was in a bus accident,
believe it or not.
257
00:11:37,040 --> 00:11:38,950
A strange creature attacked us.
258
00:11:39,870 --> 00:11:40,870
Really?
259
00:11:40,950 --> 00:11:43,000
But what brings you to Midtown?
260
00:11:43,080 --> 00:11:45,290
Not a need to be picked on by Flash,
I hope.
261
00:11:45,370 --> 00:11:46,410
Oh. [CHUCKLES]
262
00:11:46,500 --> 00:11:48,830
No. I was tutoring Flash
for your big exam.
263
00:11:48,910 --> 00:11:54,660
[CHUCKLES] I should've guessed,
because Flash passed with flying colors.
264
00:11:54,750 --> 00:11:56,120
I-- I did?
265
00:11:56,200 --> 00:11:57,580
He-- He did?
266
00:11:57,660 --> 00:11:59,620
Yes!
267
00:11:59,700 --> 00:12:03,330
Now you can see me kick Truman High's
butt tonight! Yeah!
268
00:12:03,410 --> 00:12:07,200
Oh, I-- I wasn't actually
planning on going to the game.
269
00:12:07,290 --> 00:12:09,450
I mean, I don't know if I can--
270
00:12:09,540 --> 00:12:12,290
Oh, you are so there, tiny tutor!
271
00:12:15,410 --> 00:12:18,080
I don't wanna believe
Max could actually be Venom.
272
00:12:18,160 --> 00:12:21,080
But that attack
on Mr. Salerno's a pretty big clue.
273
00:12:21,540 --> 00:12:22,660
Come to think of it,
274
00:12:22,750 --> 00:12:27,080
Max was overly concerned about keeping
the V-252 canister in his office.
275
00:12:27,830 --> 00:12:31,250
Luckily, he's gone for the day,
and I can check out its usage--
276
00:12:31,330 --> 00:12:33,040
Max! Heh.
277
00:12:33,120 --> 00:12:35,450
I thought you were going to the big game.
278
00:12:35,910 --> 00:12:37,080
I was hoping to,
279
00:12:37,160 --> 00:12:39,540
but it dawned on me
that with Sal Salerno petitioning
280
00:12:39,620 --> 00:12:42,080
to keep me from recruiting at Midtown,
281
00:12:42,160 --> 00:12:43,950
it might not be the best idea.
282
00:12:44,500 --> 00:12:46,080
Oh. I see.
283
00:12:46,160 --> 00:12:48,660
Oh. But you better run
if you're gonna make it on time.
284
00:12:48,750 --> 00:12:49,750
Yeah. Heh.
285
00:12:49,830 --> 00:12:50,950
I guess you're right.
286
00:12:55,040 --> 00:12:57,200
So much for seeing
if the canister's been in use.
287
00:12:57,700 --> 00:12:59,750
Although I guess
I could check its activity
288
00:12:59,830 --> 00:13:03,040
by logging in to Horizon's mainframe
with my tablet.
289
00:13:03,120 --> 00:13:04,290
Yeah. Why not?
290
00:13:04,370 --> 00:13:07,370
I'm sure people multitask at sports events
all the time, right?
291
00:13:07,450 --> 00:13:10,200
[CROWD SHOUTING]
292
00:13:11,290 --> 00:13:12,500
PETER:
Excuse me.
293
00:13:14,620 --> 00:13:17,540
Do you know if the Wi-Fi password
is still "Ra-ra-sis-boom...
294
00:13:17,620 --> 00:13:19,540
Whoa!
295
00:13:19,620 --> 00:13:20,790
...bah"?
296
00:13:20,870 --> 00:13:23,290
Whoa!
297
00:13:23,370 --> 00:13:26,830
Tiny tutor! Hey, you made it.
Where's your foam finger?
298
00:13:26,910 --> 00:13:30,000
I, uh, must have left it at home.
299
00:13:30,080 --> 00:13:33,040
[HORN BLARING]
300
00:13:33,120 --> 00:13:35,000
Get this crowd cheering, Mary Jane.
301
00:13:35,080 --> 00:13:37,830
Mary Jane? That's Mary Jane Watson?
302
00:13:37,910 --> 00:13:39,870
Yeah. She's the school mascot this year.
303
00:13:39,950 --> 00:13:42,410
Wow. Good for her. Go get them, tiger!
304
00:13:42,500 --> 00:13:46,450
[CROWD SHOUTING]
305
00:13:46,540 --> 00:13:51,250
Go, Tigers! Go, Tigers!
306
00:13:51,330 --> 00:13:52,330
Whoo.
307
00:13:52,870 --> 00:13:56,620
I'm beginning to understand why you felt
so much pressure, Flash. Are you nervous?
308
00:13:56,700 --> 00:13:58,370
[SCOFFS]
I'm pumped!
309
00:13:58,410 --> 00:13:59,870
Gonna crush those guys!
310
00:13:59,950 --> 00:14:03,580
See? This is the way you show up
that Truman quarterback.
311
00:14:03,660 --> 00:14:05,540
It's about how you play,
not how you fight.
312
00:14:05,620 --> 00:14:07,950
Yeah? He's not playing tonight.
313
00:14:08,040 --> 00:14:11,790
Doofus claimed he got injured
when a monster attacked him in that café.
314
00:14:11,870 --> 00:14:15,660
Can you believe it? I mean, I get
that he's scared of me, but a monster?
315
00:14:15,750 --> 00:14:17,040
Please.
316
00:14:17,120 --> 00:14:19,250
I gotta go. See you after the game?
317
00:14:19,370 --> 00:14:20,580
Sure.
318
00:14:20,660 --> 00:14:21,830
And good luck.
319
00:14:21,910 --> 00:14:23,000
If Max is Venom,
320
00:14:23,080 --> 00:14:25,830
then why would he go after a teenager
like Wyatt?
321
00:14:26,910 --> 00:14:29,830
Unless Wyatt is one of the people
who signed Salerno's petition.
322
00:14:31,040 --> 00:14:33,620
Nope. Kevin Wyatt isn't listed.
323
00:14:34,160 --> 00:14:37,580
Think, Pete.
Why would Venom go after a quarterback?
324
00:14:37,660 --> 00:14:39,000
You're going down!
325
00:14:39,080 --> 00:14:40,410
Wait a minute.
326
00:14:40,500 --> 00:14:45,160
Keep it up, and you won't be able to play
because your legs are no good!
327
00:14:46,000 --> 00:14:48,620
Mr. Salerno says
if I don't pass tomorrow's science exam,
328
00:14:48,700 --> 00:14:50,830
I can't play in the big game this weekend.
329
00:14:51,450 --> 00:14:53,830
Could it be Flash?
330
00:14:53,910 --> 00:14:54,910
[WHISTLE BLOWS]
331
00:14:55,000 --> 00:14:57,330
But the only time
Flash was ever near the Symbiote
332
00:14:57,410 --> 00:14:59,870
was at the Stark Expo!
333
00:15:01,660 --> 00:15:03,250
[CHEERING]
334
00:15:03,330 --> 00:15:05,080
Gotta find footage of the expo.
335
00:15:05,160 --> 00:15:07,620
I know he helped get it off me,
but could it have--
336
00:15:07,700 --> 00:15:09,500
There's Flash, and there's the...
337
00:15:09,580 --> 00:15:11,700
[BOTH GRUNTING]
338
00:15:12,910 --> 00:15:14,330
[BOTH GRUNT]
339
00:15:16,040 --> 00:15:17,620
[CROWD GROANING]
PETER: Oh, no!
340
00:15:18,040 --> 00:15:19,290
[GRUNTS]
341
00:15:20,830 --> 00:15:21,830
[CROWD EXCLAIMING]
342
00:15:22,370 --> 00:15:23,750
Flash Thompson...
343
00:15:23,830 --> 00:15:26,250
[ROARING]
[SCREAMING]
344
00:15:26,330 --> 00:15:27,540
...is Venom.
345
00:15:29,330 --> 00:15:31,750
So it was Flash the whole time?
346
00:15:31,830 --> 00:15:33,910
I can't believe
I didn't figure this out sooner.
347
00:15:34,580 --> 00:15:37,250
I was so distracted by the idea
that Venom had to be someone smart
348
00:15:37,330 --> 00:15:39,790
that I completely underestimated Flash.
349
00:15:41,160 --> 00:15:42,540
Everyone, stay calm!
350
00:15:43,290 --> 00:15:45,500
Flash, I know you're in there. Stand down!
351
00:15:45,580 --> 00:15:48,250
[HORN BLARING]
352
00:15:48,330 --> 00:15:51,750
[GRUNTS]
What's happening to me?
353
00:15:52,540 --> 00:15:54,830
Flash, it's the creature from the expo.
354
00:15:54,910 --> 00:15:56,660
It bonded with you
when you pulled it off me.
355
00:15:57,160 --> 00:15:58,160
You have to fight it!
356
00:15:58,250 --> 00:16:00,370
I'm...
[GRUNTING]
357
00:16:01,200 --> 00:16:02,370
trying!
358
00:16:02,450 --> 00:16:04,450
[SCREECHING]
359
00:16:04,540 --> 00:16:06,540
[ROARING]
360
00:16:06,620 --> 00:16:07,950
[GRUNTS]
361
00:16:08,040 --> 00:16:10,750
Wait, wait, wait! Flag on the play!
362
00:16:12,790 --> 00:16:14,620
[YELLS]
363
00:16:15,790 --> 00:16:17,790
Unnecessary roughness.
364
00:16:17,870 --> 00:16:19,700
But I've got a better play.
365
00:16:19,790 --> 00:16:22,540
[HORN BLARING]
366
00:16:22,620 --> 00:16:24,540
-Huh?
-What's going on?
367
00:16:25,120 --> 00:16:28,160
Looks like one can won't do the trick.
I need more volume.
368
00:16:28,750 --> 00:16:30,910
Let's hear some team spirit!
369
00:16:31,000 --> 00:16:32,290
[HORN BLARING]
370
00:16:32,370 --> 00:16:34,540
[GIRLS WHOOPING]
371
00:16:35,200 --> 00:16:36,200
Hit him full blast!
372
00:16:37,160 --> 00:16:38,450
[HORNS BLARING]
373
00:16:38,540 --> 00:16:41,330
[GROWLING]
374
00:16:42,330 --> 00:16:43,830
[GROANING]
375
00:16:45,200 --> 00:16:46,410
Flash, you all right?
376
00:16:46,500 --> 00:16:47,910
Did I score?
377
00:16:48,000 --> 00:16:50,330
Let's just say
I think you're gonna be the MVP,
378
00:16:50,410 --> 00:16:51,950
Most Venomish Player.
379
00:16:52,540 --> 00:16:54,540
Although the competition is fierce.
380
00:16:55,040 --> 00:16:57,330
[ALL GROWLING]
381
00:16:57,410 --> 00:16:58,870
[HORN BLARES, STOPS]
382
00:16:58,950 --> 00:16:59,950
Uh-oh.
383
00:17:00,040 --> 00:17:03,540
Looks like all the air horns
got used up on you. Run!
384
00:17:03,620 --> 00:17:04,750
[GROWLING]
385
00:17:06,790 --> 00:17:07,830
We need a plan.
386
00:17:09,040 --> 00:17:11,660
My tutor can help us. He's super smart.
387
00:17:11,750 --> 00:17:14,870
Yo! Parker! Where are you?
388
00:17:14,950 --> 00:17:17,620
If he is smart, he got out of here
when Team Venom showed up.
389
00:17:18,080 --> 00:17:20,120
I still need a way to separate
the Symbiote from these guys.
390
00:17:20,200 --> 00:17:22,750
I can rip it off them
like I did for you at the expo.
391
00:17:22,830 --> 00:17:25,750
There's too many of them.
Plus, we don't want you touching it again.
392
00:17:25,830 --> 00:17:26,830
[GROWLS]
[FLASH YELLS]
393
00:17:26,910 --> 00:17:28,500
We need something
that will force the Symbiote
394
00:17:28,580 --> 00:17:30,250
to separate from the players on its own.
395
00:17:30,830 --> 00:17:32,660
Like a chemical catalyst.
396
00:17:33,120 --> 00:17:35,000
[BOTH YELL]
397
00:17:35,080 --> 00:17:36,080
-[GRUNTS]
-Oh.
398
00:17:36,160 --> 00:17:39,330
What about, uh, uh,
monoammonium phosphate?
399
00:17:39,410 --> 00:17:42,910
It's the stuff in fire extinguishers
that separates the oxygen from the fuel.
400
00:17:43,410 --> 00:17:45,620
It was one of the answers on my test.
401
00:17:46,200 --> 00:17:48,750
Thompson, you're a genius!
402
00:17:49,250 --> 00:17:52,870
But sadly, all I have are webs,
not fire extinguishers.
403
00:17:53,660 --> 00:17:54,830
Yeah. Not a big help.
404
00:17:54,910 --> 00:17:57,200
But the school has plenty of them.
405
00:17:57,290 --> 00:17:58,750
Then here's the play.
406
00:17:58,830 --> 00:18:00,830
I'll fake a distraction
and occupy the players.
407
00:18:00,910 --> 00:18:02,500
You head up the middle
and into the school,
408
00:18:02,580 --> 00:18:04,330
bringing back as many extinguishers
as you can.
409
00:18:04,410 --> 00:18:05,450
On it!
410
00:18:06,330 --> 00:18:09,200
Grass hut! Thatched hut! Tiki hut! Hike!
411
00:18:09,290 --> 00:18:10,450
[GRUNTS]
412
00:18:10,540 --> 00:18:12,870
[ALL GROWLING]
413
00:18:15,080 --> 00:18:17,250
♪ A Midtown win brings satisfaction ♪
414
00:18:17,330 --> 00:18:19,620
♪ Even if it's a distraction ♪
415
00:18:20,750 --> 00:18:22,950
Uh-oh. Looks like a Spider blitz.
416
00:18:23,040 --> 00:18:24,160
[PANTING]
417
00:18:24,250 --> 00:18:27,500
[GRUNTING]
418
00:18:29,080 --> 00:18:30,080
Touchdown!
419
00:18:30,160 --> 00:18:32,040
[GROWLING]
420
00:18:32,120 --> 00:18:33,290
Why so defensive?
421
00:18:34,250 --> 00:18:36,000
[CHUCKLING]
Get it? "Defensive"?
422
00:18:36,080 --> 00:18:38,500
Because you're all defensive linebackers.
423
00:18:38,910 --> 00:18:41,160
Don't worry.
I only know a few football terms.
424
00:18:41,250 --> 00:18:43,250
-They're almost done.
-[ALL ROARING]
425
00:18:43,620 --> 00:18:44,830
Yeah, baby!
426
00:18:45,660 --> 00:18:47,660
Flash cuts to the left. Then to the right.
427
00:18:49,290 --> 00:18:50,830
He's unstoppable!
428
00:18:50,910 --> 00:18:52,540
[GRUNTS THEN YELLS]
429
00:18:52,620 --> 00:18:53,620
Ow!
430
00:18:53,700 --> 00:18:56,830
Huh.
Guess it's back to training camp, boys.
431
00:18:58,080 --> 00:18:59,910
[ALL GROANING]
432
00:19:01,250 --> 00:19:02,250
[SIGHS]
433
00:19:02,580 --> 00:19:04,750
Hope Flash makes it back
with those extinguishers.
434
00:19:04,830 --> 00:19:07,200
Or this is gonna be
a brutal halftime show.
435
00:19:07,290 --> 00:19:10,160
[PANTING]
436
00:19:10,250 --> 00:19:12,870
[GRUNTING]
437
00:19:12,950 --> 00:19:14,120
Spidey, go long!
438
00:19:14,200 --> 00:19:15,290
"Go long"?
439
00:19:15,370 --> 00:19:16,450
Oh, you mean "run"!
440
00:19:16,540 --> 00:19:19,290
And with a little luck-- Come on, Spidey.
Don't choke!
441
00:19:19,370 --> 00:19:21,950
Lots of people watching! Catch!
442
00:19:22,040 --> 00:19:23,370
Yes!
443
00:19:23,950 --> 00:19:26,160
I know this is not the way
fire extinguishers should ever be used,
444
00:19:26,250 --> 00:19:28,330
but this is a dire emergency
and lives are at stake,
445
00:19:28,410 --> 00:19:29,830
so we've got no choice.
446
00:19:30,330 --> 00:19:31,830
[GROWLING]
447
00:19:35,580 --> 00:19:38,080
[GROANING]
448
00:19:38,160 --> 00:19:41,330
That's a first down!
Now we gotta take the rest down.
449
00:19:41,410 --> 00:19:43,830
Flash, spray them all.
It won't hurt the players, because--
450
00:19:43,910 --> 00:19:46,500
Because the chemicals
only affect the Symbiote,
451
00:19:46,580 --> 00:19:48,250
freezing it
without ever touching the players.
452
00:19:51,290 --> 00:19:52,370
[GROANS] [COUGHING]
453
00:19:53,160 --> 00:19:54,870
-[LAUGHING, WHOOPING]
-Nerd!
454
00:19:54,950 --> 00:19:56,830
Don't lose any of it.
455
00:19:56,910 --> 00:19:59,330
Max? What are you doing here?
456
00:19:59,910 --> 00:20:03,290
I heard you stayed away
because of some petition.
457
00:20:03,750 --> 00:20:07,160
Well, I figure if you can't face
your opposition in a sports arena,
458
00:20:07,250 --> 00:20:08,700
where can you do it?
459
00:20:08,790 --> 00:20:12,580
But right now, we need to contain
the frozen pieces of the V-252,
460
00:20:12,660 --> 00:20:14,450
and my equipment is back at Horizon.
461
00:20:14,540 --> 00:20:16,120
MAN:
I think I can lend a hand.
462
00:20:16,200 --> 00:20:19,540
These containers may not be as advanced
as your Horizon ones,
463
00:20:19,620 --> 00:20:21,120
but they should hold them for now.
464
00:20:21,660 --> 00:20:22,950
Thank you, Sal.
465
00:20:23,040 --> 00:20:25,790
If Midtown's equipment
is anything like its teachers,
466
00:20:25,870 --> 00:20:27,370
I'm sure it's top notch.
467
00:20:27,790 --> 00:20:30,620
And I'm sorry
if I've come across as inconsiderate.
468
00:20:30,700 --> 00:20:31,700
Maybe moving forward,
469
00:20:31,790 --> 00:20:35,080
I could recruit students
based on your recommendations.
470
00:20:35,700 --> 00:20:36,830
I'd like that, Max.
471
00:20:37,580 --> 00:20:38,950
-Thank you.
-[COMMUNICATOR BUZZING]
472
00:20:39,040 --> 00:20:42,500
Hey! I just got a text from Tony Stark.
473
00:20:43,160 --> 00:20:47,000
"Sorry I didn't get back to you sooner.
I was in space.
474
00:20:47,080 --> 00:20:50,830
What. A. World. Huh.
475
00:20:51,540 --> 00:20:52,580
Call me back."
476
00:20:52,660 --> 00:20:54,200
No need to, Mr. Stark.
477
00:20:54,290 --> 00:20:56,830
Flash and Spidey were on the case.
478
00:20:57,370 --> 00:20:59,500
[CHATTERING]
479
00:21:01,370 --> 00:21:02,370
Hmm?
[GASPS]
480
00:21:02,450 --> 00:21:04,290
Well, if it isn't Puny Parker.
481
00:21:04,370 --> 00:21:05,500
Come on, guys.
482
00:21:05,580 --> 00:21:07,250
I'm just returning
Mr. Salerno's equipment.
483
00:21:07,330 --> 00:21:09,250
Hey! No one messes with Parker.
484
00:21:09,330 --> 00:21:10,450
If it wasn't for him,
485
00:21:10,540 --> 00:21:13,250
I couldn't have saved
Spider-Man's neck, again!
486
00:21:14,250 --> 00:21:15,450
Whatever you say, Flash.
487
00:21:17,790 --> 00:21:19,870
Don't worry about them anymore,
tiny tutor.
488
00:21:19,950 --> 00:21:23,910
From now on, you and I are gonna be
like two peas in a paramecium.
489
00:21:24,540 --> 00:21:25,580
I mean, um--
490
00:21:25,660 --> 00:21:28,370
Flash, you're my hero.
491
00:21:28,450 --> 00:21:29,660
Noogie!
492
00:21:29,750 --> 00:21:31,080
[LAUGHS]
493
00:21:31,160 --> 00:21:32,160
Ow!
36310
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