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1
00:00:06,195 --> 00:00:07,463
[Spider-Man] Get ready, team!
2
00:00:11,195 --> 00:00:12,595
Watch your back, Luke.
3
00:00:13,930 --> 00:00:15,463
You too, Iron Spider.
4
00:00:16,090 --> 00:00:17,862
Dagger, don't fall for that.
5
00:00:17,963 --> 00:00:20,004
[Grunts]
6
00:00:20,116 --> 00:00:21,207
Behind you, Venom.
7
00:00:21,633 --> 00:00:23,254
Move your tail,
Squirrel Girl.
8
00:00:24,406 --> 00:00:27,170
[Spider-Man narrating] I know, I know.
It's not like the uber-awesome Spider-Man
9
00:00:27,321 --> 00:00:29,604
to let his teammates flail
under enemy fire.
10
00:00:29,941 --> 00:00:31,026
It's for their own good.
11
00:00:31,555 --> 00:00:33,059
See, that's Hawkeye.
12
00:00:33,149 --> 00:00:35,042
Guest instructor
at S.H.I.E.L.D. Academy.
13
00:00:36,199 --> 00:00:37,527
Teaching us about stuff...
14
00:00:37,804 --> 00:00:39,056
Stuff I already know.
15
00:00:42,108 --> 00:00:43,071
[Groans]
16
00:00:43,714 --> 00:00:46,707
Lesson three: Use your opponents
against each other.
17
00:00:46,860 --> 00:00:48,243
[Grunts]
18
00:00:48,782 --> 00:00:50,093
[Both groan]
19
00:00:51,100 --> 00:00:54,830
Lesson five: Don't do what
your enemies expect you to do.
20
00:00:55,096 --> 00:00:56,117
[Gasps]
21
00:00:59,059 --> 00:00:59,952
[Screams]
22
00:01:00,024 --> 00:01:01,989
Lesson 17: Focus.
23
00:01:02,156 --> 00:01:04,161
Most fights are
momentum by momentum,
24
00:01:04,301 --> 00:01:06,106
so don't take your eyes
off the target.
25
00:01:06,427 --> 00:01:07,150
[Yelps]
26
00:01:07,217 --> 00:01:08,143
[Ice cracking]
27
00:01:08,442 --> 00:01:09,586
Lesson 27...
28
00:01:09,876 --> 00:01:12,019
Frost arrows. Love 'em.
29
00:01:13,315 --> 00:01:14,659
Class dismissed.
30
00:01:16,341 --> 00:01:18,215
[All groaning]
31
00:01:19,172 --> 00:01:21,290
[Power Man] Talk about getting schooled.
32
00:01:23,926 --> 00:01:24,604
[Groans]
33
00:01:24,659 --> 00:01:25,892
Seriously, right?
34
00:01:26,182 --> 00:01:28,237
Oh, I could hibernate
for a week.
35
00:01:28,373 --> 00:01:30,807
Okay, so we got
a serious workout,
36
00:01:30,952 --> 00:01:33,629
which does explain
why I'm seriously craving food.
37
00:01:33,769 --> 00:01:36,290
Training with Hawkeye will
work up an appetite in anyone.
38
00:01:36,449 --> 00:01:39,448
Yeah, well, Hawkeye hasn't upgraded
his tech since Sherwood forest.
39
00:01:39,818 --> 00:01:41,083
Whereas my tech...
40
00:01:41,317 --> 00:01:43,343
Just found us
Joey Q's take-out.
41
00:01:45,275 --> 00:01:49,881
- The best burrito place in the entire...
- 2200 hours is lights out.
42
00:01:50,248 --> 00:01:51,860
You kids go to bed.
43
00:01:57,518 --> 00:01:58,064
[Static]
44
00:01:58,112 --> 00:01:58,741
Huh?
45
00:01:58,769 --> 00:01:59,597
[Static]
46
00:01:59,672 --> 00:02:00,299
Huh?
47
00:02:00,371 --> 00:02:02,456
Localized electronics jammer.
48
00:02:02,782 --> 00:02:04,966
Lights out doesn't just mean
sitting in the dark.
49
00:02:05,203 --> 00:02:05,889
[Scoffs]
50
00:02:05,997 --> 00:02:07,061
But we're not tired.
51
00:02:07,132 --> 00:02:09,601
Then fake it. It's
good training.
52
00:02:09,884 --> 00:02:10,898
Go to bed.
53
00:02:12,402 --> 00:02:14,242
We're hungry.
Not tired.
54
00:02:14,828 --> 00:02:16,046
[Snoring]
55
00:02:16,124 --> 00:02:18,933
We're heroes, we're hungry,
and we deserve a burrito run.
56
00:02:19,088 --> 00:02:20,152
Who's coming with me?
57
00:02:21,052 --> 00:02:23,095
You had me at "burritos," man.
58
00:02:23,342 --> 00:02:26,071
Me, three!
Squirrels love burritos.
59
00:02:26,429 --> 00:02:28,033
Uh, okay, fine.
60
00:02:28,145 --> 00:02:29,628
But the squirrels stay here.
61
00:02:30,010 --> 00:02:30,975
Even Monkey Joe?
62
00:02:31,042 --> 00:02:32,126
[Squirrel whining]
63
00:02:33,237 --> 00:02:35,862
Two words: Pistachio incident.
64
00:02:38,102 --> 00:02:39,826
[Whispers] You're still
innocent in my eyes.
65
00:02:39,933 --> 00:02:40,923
[Squirrels chattering]
66
00:02:41,000 --> 00:02:42,116
[Whines]
67
00:02:42,611 --> 00:02:45,609
[Power Man] This burrito place better
be worth running clear across town for.
68
00:02:46,166 --> 00:02:49,289
There are menus online, and they
got carnitas and pollo and...
69
00:02:49,446 --> 00:02:51,856
[Spider-Man] Quick, hide!
It's a bugle news chopper.
70
00:02:54,810 --> 00:02:56,332
Well,
that was close.
71
00:02:56,432 --> 00:02:58,502
Don't want our faces
Flashed on the evening news.
72
00:02:58,616 --> 00:02:59,647
Gotta go stealth.
73
00:02:59,753 --> 00:03:01,339
Right.
Hawkeye-style.
74
00:03:01,432 --> 00:03:03,436
People were stealth-ing
long before Hawkeye.
75
00:03:03,650 --> 00:03:05,146
We're doing this my way...
76
00:03:07,289 --> 00:03:09,144
[Alarm sounding]
77
00:03:09,249 --> 00:03:10,546
...after we look into that.
78
00:03:11,321 --> 00:03:13,298
Remember guys, stealth.
79
00:03:14,539 --> 00:03:16,300
That creep
looks familiar.
80
00:03:17,637 --> 00:03:19,788
Who's behind
dumpster number one?
81
00:03:20,930 --> 00:03:23,782
Shocker, a safecracker who
thinks vibro-shock gauntlets
82
00:03:23,929 --> 00:03:26,345
and quilted Long-Johns
are a sharp fashion choice.
83
00:03:29,113 --> 00:03:30,241
[Screaming]
84
00:03:31,736 --> 00:03:33,182
Not the smartest villain
85
00:03:33,569 --> 00:03:34,957
[battle cries]
86
00:03:35,977 --> 00:03:37,608
Not that brains are everything.
87
00:03:38,645 --> 00:03:42,142
Sync and corrections by masaca
- addic7ed.com -
88
00:03:53,219 --> 00:03:54,724
If we live to tell this story,
89
00:03:54,813 --> 00:03:57,710
let's leave out the part where Vibro
Fluffypants kicked our butts.
90
00:03:58,465 --> 00:04:00,348
[Squirrel Girl grunts]
91
00:04:02,073 --> 00:04:03,967
[Shocker struggles]
[Squirrel Girl chirps]
92
00:04:05,192 --> 00:04:06,015
[Shocker grunts]
93
00:04:06,240 --> 00:04:08,140
[Power Man] I don't think so, Shocker.
94
00:04:08,680 --> 00:04:10,913
Scram, losers.
I got work to do.
95
00:04:12,114 --> 00:04:14,421
So do we, like stopping you.
96
00:04:14,743 --> 00:04:15,911
Hey, Shocker,
97
00:04:15,986 --> 00:04:17,320
you ever heard the one
about the...
98
00:04:22,215 --> 00:04:23,974
[Squirrel Girl screams]
99
00:04:28,278 --> 00:04:29,459
[Squirrel Girl screams]
100
00:04:29,534 --> 00:04:31,234
[Squirrel Girl gasps]
101
00:04:31,331 --> 00:04:32,989
You frizzled the fur!
102
00:04:33,084 --> 00:04:35,540
No one frizzles the fur.
103
00:04:36,528 --> 00:04:37,485
[Shocker grunts]
104
00:04:41,295 --> 00:04:42,234
[Squirrel Girl yelps]
105
00:04:43,616 --> 00:04:45,329
- Uh-oh.
- [Power Man] I got this.
106
00:04:45,427 --> 00:04:48,173
[Power Man straining]
107
00:04:51,575 --> 00:04:54,806
Okay, Shocker upped
his game a bit. Any ideas?
108
00:04:54,970 --> 00:04:58,720
It's like Hawkeye said, one of us should
sneak away and get the drop on him.
109
00:04:59,342 --> 00:05:00,889
[Spider-Man] That Hawkeye
tactic is obvious,
110
00:05:00,980 --> 00:05:02,951
but I'll do it
Spidey-style.
111
00:05:03,060 --> 00:05:04,911
[Shocker] You're done, hero.
112
00:05:05,016 --> 00:05:07,890
I think you mean, "I'm done,"
quilty Mac-Back-stitch.
113
00:05:08,038 --> 00:05:10,176
[Shocker screaming]
114
00:05:11,253 --> 00:05:12,342
[Shocker groans]
115
00:05:13,898 --> 00:05:16,138
And by, "I'm done,"
I mean you're done.
116
00:05:16,259 --> 00:05:19,197
I'm just speaking as you,
in case that wasn't clear.
117
00:05:19,356 --> 00:05:21,734
[Cars honking]
118
00:05:22,694 --> 00:05:25,149
Wha...?
Wait, where am I?
119
00:05:25,482 --> 00:05:27,124
This ain't my apartment.
120
00:05:27,219 --> 00:05:28,942
[Spider-Man] Think of
this as a home makeover.
121
00:05:30,621 --> 00:05:33,009
Let me out.
I didn't do nothing.
122
00:05:33,417 --> 00:05:34,407
I was framed!
123
00:05:34,483 --> 00:05:35,380
You guys okay?
124
00:05:35,444 --> 00:05:37,392
Yeah, but what
was that all about?
125
00:05:37,500 --> 00:05:40,086
[Spider-Man] I don't know. Shocker
may be a dramatic kind of guy,
126
00:05:40,221 --> 00:05:42,433
but faking amnesia's
a little much, even for him.
127
00:05:42,834 --> 00:05:45,098
Let's find out what that
padded wonder was up to.
128
00:05:45,221 --> 00:05:47,598
It's still got wires in it.
That's good, right?
129
00:05:47,738 --> 00:05:50,669
It's an access point for the
city's cell phone & antennae grid.
130
00:05:51,016 --> 00:05:52,347
Sweet Spanish almonds!
131
00:05:52,429 --> 00:05:54,717
He's gonna read
our text messages!
132
00:05:55,493 --> 00:05:56,525
[Car honks]
133
00:05:58,282 --> 00:06:01,053
...or something else
that's nefarious.
134
00:06:01,641 --> 00:06:02,824
From what I can tell,
135
00:06:02,983 --> 00:06:05,129
all Shocker did was
extend the grid's reach.
136
00:06:05,246 --> 00:06:07,563
So, he improved
our cell reception?
137
00:06:07,687 --> 00:06:09,936
Huh, guess even
bad guys hate low bars.
138
00:06:10,349 --> 00:06:12,887
We'll use the improved reception
to drop a call to the cops.
139
00:06:13,140 --> 00:06:14,928
Come on.
Let's get our burrito on.
140
00:06:18,474 --> 00:06:19,264
[Stomach growls]
141
00:06:19,323 --> 00:06:21,051
[Power Man] Yeah,
that was my stomach.
142
00:06:21,149 --> 00:06:23,484
- We close yet?
- Looks about six blocks up.
143
00:06:23,635 --> 00:06:25,941
[Crowd panicking] Tell me they're just
excited about the carnitas burrito.
144
00:06:26,065 --> 00:06:28,142
With your luck?
Not a chance.
145
00:06:28,779 --> 00:06:31,371
[Spider-Man] This isn't the usual
panic at the cell phone shop.
146
00:06:31,877 --> 00:06:34,193
Phone. Le phone. Le phone.
Le telephone.
147
00:06:34,318 --> 00:06:36,201
[Laughs]
148
00:06:36,502 --> 00:06:37,183
[Phone rings]
149
00:06:37,231 --> 00:06:37,796
'Allo?
150
00:06:37,845 --> 00:06:38,848
Sorry. Not here.
151
00:06:38,916 --> 00:06:39,317
[Laughs]
152
00:06:39,358 --> 00:06:40,369
Le phone.
153
00:06:41,183 --> 00:06:41,729
'Allo?
154
00:06:41,777 --> 00:06:45,390
Nope. Bye-bye. 'Allo. Phone. Le phone.
Le phone. Le telephone.
155
00:06:45,578 --> 00:06:47,270
[Laughs]
156
00:06:47,377 --> 00:06:49,387
Batroc the Leaper?
Sorry, buddy,
157
00:06:49,508 --> 00:06:51,115
the next Stark phone
isn't out for months.
158
00:06:54,768 --> 00:06:55,546
[Groans]
159
00:06:56,973 --> 00:06:58,031
En garde!
160
00:07:00,478 --> 00:07:01,294
Ha-ha!
161
00:07:01,362 --> 00:07:02,822
"Bat-chy",
I get it...
162
00:07:02,910 --> 00:07:06,247
You wanna call mom more often, the
international charges are terrible,
163
00:07:06,425 --> 00:07:08,515
so you turn to a life
of crime.
164
00:07:15,049 --> 00:07:16,485
[Batroc laughing]
165
00:07:17,247 --> 00:07:17,916
[Batroc] Voila!
166
00:07:17,969 --> 00:07:19,827
Maybe we should
call for back up.
167
00:07:19,932 --> 00:07:23,724
I am not calling for help on a guy
whose superpower is big smelly feet.
168
00:07:25,024 --> 00:07:25,873
[Mustache squeaks]
169
00:07:26,889 --> 00:07:29,409
Besides, they'll know
we snuck out to get food.
170
00:07:29,542 --> 00:07:32,525
And "ultimate grounded-man" doesn't
really leap off the tongue.
171
00:07:34,056 --> 00:07:35,517
[Laughs]
172
00:07:35,613 --> 00:07:36,478
Hey, Batty,
173
00:07:36,540 --> 00:07:38,424
don't forget to look
before you leap.
174
00:07:42,073 --> 00:07:43,584
[Power Man] Your call's been dropped.
175
00:07:45,358 --> 00:07:46,483
[Batroc groans]
176
00:07:48,102 --> 00:07:50,208
Le phone. Le phone! Le...
177
00:07:51,276 --> 00:07:52,309
Sacre bleu!
178
00:07:52,498 --> 00:07:53,393
What is this?
179
00:07:53,456 --> 00:07:55,196
You tried to steal
a bajillion phones.
180
00:07:55,472 --> 00:07:58,282
I made some funny quips. There
were laughs. There were tears.
181
00:07:58,657 --> 00:07:59,775
None of this
ring a bell.
182
00:07:59,856 --> 00:08:02,205
Phones, moi?
183
00:08:03,079 --> 00:08:04,987
I am not some peasant.
184
00:08:05,162 --> 00:08:07,688
I am a connoisseur
of the ill-gotten,
185
00:08:07,820 --> 00:08:10,130
and I would never
steal something so...
186
00:08:11,151 --> 00:08:12,211
Bourgeois.
187
00:08:12,984 --> 00:08:16,444
I hate to say it, but these are
kind of cheap for his usual taste.
188
00:08:17,739 --> 00:08:21,222
Two cell phone crimes, and two bad guys
who don't remember committing them.
189
00:08:21,702 --> 00:08:23,350
Anyone else find that
a little weird?
190
00:08:23,446 --> 00:08:26,472
My name is Squirrel Girl,
and I have squirrel powers.
191
00:08:26,664 --> 00:08:28,737
You're asking me
if something's weird?
192
00:08:28,990 --> 00:08:29,926
Touche.
193
00:08:31,993 --> 00:08:32,694
[Alarm sounding]
194
00:08:32,759 --> 00:08:33,494
Huh?!
195
00:08:33,693 --> 00:08:35,094
Another alarm?
196
00:08:36,619 --> 00:08:38,176
[Spider-Man] Another cell phone box?
197
00:08:38,587 --> 00:08:40,494
That makes three
cell phone crimes in a row.
198
00:08:41,081 --> 00:08:42,124
Mesmero!
199
00:08:42,376 --> 00:08:43,778
Spider-Man?
200
00:08:45,313 --> 00:08:46,976
Slow down,
shoulder pads!
201
00:08:47,362 --> 00:08:48,085
[Mesmero groans]
202
00:08:51,384 --> 00:08:54,471
Okay, did everyone get a
communications degree without me.
203
00:08:54,637 --> 00:08:58,856
I don't know, but the whole amnesia
thing's making a lot more sense.
204
00:08:59,432 --> 00:09:01,675
[Crowd eerily moaning]
205
00:09:01,797 --> 00:09:04,208
Uh, guys.
Paparazzi alert.
206
00:09:06,950 --> 00:09:08,578
[Spider-Man] Ah, friendly New Yorkers.
207
00:09:08,649 --> 00:09:10,412
Normally,
I'd love to strike a pose,
208
00:09:10,522 --> 00:09:12,436
but we're kinda heroing
on the D.L. Tonight,
209
00:09:12,553 --> 00:09:13,882
so, no photos, 'kay?
210
00:09:17,482 --> 00:09:20,323
Sorry, Spider-Man,
but they're not here for you.
211
00:09:20,479 --> 00:09:21,944
Minions, attack!
212
00:09:26,607 --> 00:09:27,953
Wait, no, stop!
213
00:09:28,036 --> 00:09:29,343
I'm just here for the burritos.
214
00:09:29,502 --> 00:09:31,188
Me and my big stomach.
215
00:09:33,376 --> 00:09:34,434
It's official,
216
00:09:34,505 --> 00:09:36,179
we should have stayed in
and ordered pizza.
217
00:09:38,503 --> 00:09:40,274
Squirrel Girl, Power Man,
heads up!
218
00:09:40,375 --> 00:09:41,042
[Squirrel Girl screams]
219
00:09:41,389 --> 00:09:42,220
Back off!
220
00:09:45,685 --> 00:09:47,341
You wanna get nuts?
221
00:09:47,512 --> 00:09:49,245
Let's get nuts.
222
00:09:49,345 --> 00:09:51,291
[Spider-Man] Whoa, these
are still innocent people.
223
00:09:51,454 --> 00:09:53,596
- It's Doctor Freaky-Eyes we want.
- [Squirrel Girl] I knew that.
224
00:09:53,723 --> 00:09:55,206
Tear them apart!
225
00:09:56,586 --> 00:09:58,240
Let's take a time out
for a second.
226
00:09:58,335 --> 00:10:01,268
I don't exactly have enough web
fluid to hold off half of New York.
227
00:10:01,582 --> 00:10:02,816
We should fall back.
228
00:10:02,894 --> 00:10:04,979
Hawkeye would tell us
to control the battlefield.
229
00:10:05,093 --> 00:10:07,585
[Spider-Man] We can't just leave these
people under Mesmero's spell...
230
00:10:08,001 --> 00:10:09,058
But fine.
231
00:10:09,373 --> 00:10:11,277
Hawkeye was right,
and controlling the battlefield
232
00:10:11,392 --> 00:10:12,605
means taking
the high ground.
233
00:10:12,919 --> 00:10:13,771
Oh no!
234
00:10:13,889 --> 00:10:15,948
[Mesmero] Find them!
Don't let them escape.
235
00:10:16,150 --> 00:10:19,137
Daddy has to
enlarge our family.
236
00:10:21,629 --> 00:10:22,942
[Spider-Man]
We can't stay up here forever.
237
00:10:28,555 --> 00:10:31,097
And by 'forever',
I apparently mean 'at all'.
238
00:10:31,230 --> 00:10:33,178
Squirrel Girl,
can you reach the next roof?
239
00:10:33,286 --> 00:10:34,194
Easy peasy.
240
00:10:34,650 --> 00:10:35,934
[Yells]
241
00:10:39,479 --> 00:10:42,437
Yeah. I don't do
'easy' or 'peasy'.
242
00:10:48,184 --> 00:10:49,345
Then try this.
243
00:10:49,906 --> 00:10:51,739
I definitely don't web swing.
244
00:10:51,842 --> 00:10:53,173
[Woman growls]
245
00:10:54,286 --> 00:10:55,002
You do now.
246
00:10:55,058 --> 00:10:58,079
[Power Man] Whoa!
247
00:10:59,092 --> 00:11:00,735
[Spider-Man] See? Easy peasy.
248
00:11:00,831 --> 00:11:01,602
[Power Man scoffs]
249
00:11:03,188 --> 00:11:04,079
[Power Man] Check it out.
250
00:11:04,143 --> 00:11:05,546
[Spider-Man] Mesmero must
have called them home.
251
00:11:05,645 --> 00:11:07,313
And home must be
over there.
252
00:11:09,895 --> 00:11:11,822
We wanted a battlefield
we could control.
253
00:11:12,214 --> 00:11:13,476
We gotta get there first.
254
00:11:16,276 --> 00:11:19,281
Don't worry, we only have to
do this about 20 more times.
255
00:11:19,524 --> 00:11:20,946
I hate you, Spidey.
256
00:11:21,272 --> 00:11:22,408
I get that a lot.
257
00:11:23,673 --> 00:11:25,547
No, no, no, no!
258
00:11:26,972 --> 00:11:30,880
[Crowd eerily moaning]
259
00:11:31,072 --> 00:11:32,337
[Spider-Man]
Lock this place down.
260
00:11:32,657 --> 00:11:35,654
If Mesmero wants them in here,
we're gonna keep 'em out there.
261
00:11:44,390 --> 00:11:46,642
[Spider-Man] Good. We'll keep them
out there where they're safe.
262
00:11:46,822 --> 00:11:48,027
[Elevator bell dings]
263
00:11:48,391 --> 00:11:50,990
[Spider-Man] Let me guess,
more Mesmero minions?
264
00:11:51,126 --> 00:11:53,105
[Shocker cackles]
265
00:11:53,382 --> 00:11:55,895
[Spider-Man] Here's the run down.
Shocker, covered it.
266
00:11:56,027 --> 00:11:57,725
Gloves, quilts, lame.
267
00:11:58,086 --> 00:12:00,625
Grizzly, guy in a cybernetic
Teddy bear suit.
268
00:12:00,870 --> 00:12:02,129
Still mad he missed the picnic.
269
00:12:02,373 --> 00:12:03,363
And Boomerang,
270
00:12:03,439 --> 00:12:05,226
master of the ancient art
of...
271
00:12:05,337 --> 00:12:07,566
Eh, just kidding. He
throws boomerangs.
272
00:12:07,687 --> 00:12:09,166
Round two, spider.
273
00:12:09,268 --> 00:12:10,991
Boss don't want you
interfering,
274
00:12:11,099 --> 00:12:13,853
so this time,
he gave me some friends.
275
00:12:13,995 --> 00:12:17,107
Leave it to Mesmero to shop in the
bargain basement of "villains-are-us".
276
00:12:17,266 --> 00:12:20,672
Come on, guys, let's kick some
sense into these rejects.
277
00:12:26,378 --> 00:12:28,118
Just your average bear to me.
278
00:12:30,024 --> 00:12:30,975
[Power Man groans]
279
00:12:31,661 --> 00:12:32,723
[Grizzly roars]
280
00:12:32,793 --> 00:12:33,782
Hey, grizzly!
281
00:12:34,042 --> 00:12:35,998
[Spider-Man] Ooh, right in the face.
282
00:12:36,208 --> 00:12:37,444
[Grizzly groans]
283
00:12:38,472 --> 00:12:39,639
[Phone squeaks like a squirrel]
284
00:12:39,714 --> 00:12:40,619
Hello?
285
00:12:40,683 --> 00:12:42,567
[Eerie noises]
286
00:12:42,957 --> 00:12:44,568
[Shocker cackles]
287
00:12:45,165 --> 00:12:46,076
Hey, Power Man.
288
00:12:46,210 --> 00:12:48,691
Did I call you for help, or
just think it really hard?
289
00:12:48,822 --> 00:12:50,370
Well, what did Hawkeye teach us?
290
00:12:50,461 --> 00:12:52,247
Don't do what
your enemies expect.
291
00:12:52,359 --> 00:12:53,379
Keep your focus.
292
00:12:53,458 --> 00:12:55,100
Don't think those
apply right now.
293
00:12:55,830 --> 00:12:56,669
[Yelps]
294
00:12:59,776 --> 00:13:01,595
Use your opponents
against each other?
295
00:13:02,242 --> 00:13:03,722
Now, that I can do.
296
00:13:09,076 --> 00:13:10,782
Hey, watch it, quilt head.
297
00:13:10,880 --> 00:13:12,398
Don't call me that!
298
00:13:12,494 --> 00:13:14,494
Hey, Shocker, does this hurt?
299
00:13:17,001 --> 00:13:18,658
[Shocker screams]
300
00:13:23,028 --> 00:13:24,430
I'll take that as a yes.
301
00:13:24,822 --> 00:13:28,092
[Boomerang whistles] Oi, you
ain't done with me, spider.
302
00:13:29,423 --> 00:13:30,085
Whoa!
303
00:13:35,183 --> 00:13:37,817
What I tell ya?
Hawkeye's lesson three.
304
00:13:38,081 --> 00:13:39,544
Would have done it anyway, Luke.
305
00:13:39,860 --> 00:13:41,033
Now, where's Squirrel Girl?
306
00:13:41,144 --> 00:13:42,514
[Elevator bell dings]
307
00:13:43,388 --> 00:13:44,926
S.G., wait up!
308
00:13:45,416 --> 00:13:46,305
Oh, no,
309
00:13:46,561 --> 00:13:48,177
you answered your phone,
didn't you?
310
00:13:48,619 --> 00:13:49,945
You answered it!
311
00:13:50,210 --> 00:13:51,456
She's going to the roof.
312
00:13:53,374 --> 00:13:54,672
You did good, Webs.
313
00:13:54,753 --> 00:13:58,798
Seriously? Tonight's been a series of
fowl-ups. We've even lost Squirrel Girl.
314
00:13:59,180 --> 00:14:01,891
If I'd listened to you sooner,
done it hawkeyes way...
315
00:14:02,032 --> 00:14:04,168
Hawkeye teaches us
the basics to grow on.
316
00:14:04,433 --> 00:14:06,987
Training's about what
works best for each of us.
317
00:14:07,161 --> 00:14:10,895
You did that, and you aren't any
less of a Spider-Man because of it.
318
00:14:12,356 --> 00:14:13,710
[Spider-Man]
Thanks for the pep talk, Luke,
319
00:14:14,088 --> 00:14:15,886
but we still got
a bad guy to punch,
320
00:14:16,368 --> 00:14:17,576
and there he is!
321
00:14:19,785 --> 00:14:21,483
You're too late,
Spider-Man.
322
00:14:21,639 --> 00:14:25,576
With my amplifier in position,
my power is limitless.
323
00:14:25,769 --> 00:14:27,338
So, we should smash
that amplifier.
324
00:14:27,544 --> 00:14:28,702
Thanks,
googly-eyes!
325
00:14:28,775 --> 00:14:30,730
You're way more helpful
than the other bad guys.
326
00:14:31,625 --> 00:14:34,101
Minions of New York,
protect me.
327
00:14:41,075 --> 00:14:42,070
[Spider-Man] Squirrel Girl?
328
00:14:44,967 --> 00:14:46,918
[Shocker cackles]
329
00:14:47,084 --> 00:14:50,400
You heard Mesmero. Keep
them from the tower.
330
00:14:50,673 --> 00:14:52,022
Kicks their butts.
331
00:14:52,207 --> 00:14:53,497
Ah, nuts.
332
00:14:57,575 --> 00:14:59,444
Hey, Spidey, do
yourself a favor.
333
00:14:59,635 --> 00:15:00,843
Don't look down.
334
00:15:00,919 --> 00:15:04,028
Yeah, because things are either
scary, bad, or dangerous.
335
00:15:05,913 --> 00:15:08,277
Things are scary,
bad, and dangerous!
336
00:15:12,663 --> 00:15:14,373
Thanks to the work
of my new friends,
337
00:15:14,481 --> 00:15:17,202
I control the entire
cellular network.
338
00:15:17,354 --> 00:15:19,401
With my powers being broadcast,
339
00:15:19,524 --> 00:15:23,105
now all of New York
is under my control.
340
00:15:23,396 --> 00:15:27,078
[People eerily moaning]
341
00:15:27,271 --> 00:15:28,487
[Banging at glass]
342
00:15:30,310 --> 00:15:31,213
I've got a thought.
343
00:15:31,277 --> 00:15:34,287
Hope it's a good idea, and not
just a silly throw-away joke.
344
00:15:34,568 --> 00:15:37,377
Yes, remember Hawkeye's
lesson number five?
345
00:15:37,523 --> 00:15:39,380
Do the unexpected! So?
346
00:15:39,492 --> 00:15:40,754
Get Squirrel Girl.
347
00:15:45,303 --> 00:15:46,758
Nope. Missed.
348
00:15:47,228 --> 00:15:48,224
Missed again!
349
00:15:49,044 --> 00:15:50,655
You are so bad at this.
350
00:15:50,812 --> 00:15:52,675
Here, let me show you
how it's done.
351
00:15:53,048 --> 00:15:53,961
[Spider-Man screams]
352
00:15:56,267 --> 00:15:57,408
[Growls]
353
00:16:00,459 --> 00:16:02,417
Come on, S.G.,
snap out of it.
354
00:16:02,535 --> 00:16:04,359
You can cram it with walnuts.
355
00:16:04,471 --> 00:16:05,400
Sorry in advance!
356
00:16:06,232 --> 00:16:06,898
[Groans]
357
00:16:07,652 --> 00:16:08,547
[Exhales]
358
00:16:08,766 --> 00:16:09,446
You back?
359
00:16:09,510 --> 00:16:11,162
Bright-eyed
and bushy-tailed.
360
00:16:11,535 --> 00:16:12,788
[Spider-Man] Then let's keep the momentum.
361
00:16:13,083 --> 00:16:14,358
You two handle these guys,
362
00:16:14,531 --> 00:16:15,836
I'll take Mesmero.
363
00:16:17,718 --> 00:16:18,774
[Grizzly yells]
364
00:16:18,844 --> 00:16:21,196
You're gonna get stomped,
rat girl.
365
00:16:21,331 --> 00:16:23,380
Rat? Rat?!
366
00:16:23,501 --> 00:16:25,437
Could a rat do this?
367
00:16:25,981 --> 00:16:27,380
[Grizzly] Whoa!
368
00:16:27,669 --> 00:16:29,465
[Screaming]
369
00:16:31,024 --> 00:16:33,139
[Groans]
370
00:16:33,519 --> 00:16:36,144
Squirrel, one.
Bear, nada.
371
00:16:45,576 --> 00:16:49,226
[Crowd eerily moaning]
372
00:16:59,054 --> 00:17:01,087
Time for
a Squirrel Girl special.
373
00:17:01,337 --> 00:17:02,424
[Screeches]
374
00:17:02,506 --> 00:17:05,227
[Boomerang] Oi, leggo, ya mangy wallaby!
375
00:17:05,377 --> 00:17:06,466
[Boomerang screams]
376
00:17:09,075 --> 00:17:09,884
[Groans]
377
00:17:10,186 --> 00:17:12,171
[Squeaks]
378
00:17:12,868 --> 00:17:14,980
Let's keep this between us.
379
00:17:15,534 --> 00:17:16,593
Up you go.
380
00:17:17,165 --> 00:17:18,221
[Squeaks]
381
00:17:21,955 --> 00:17:25,008
I dig the way your quilted
costume cushions my knuckles.
382
00:17:25,163 --> 00:17:26,926
Just like punching a cloud.
383
00:17:27,721 --> 00:17:29,065
Not so fast!
384
00:17:29,289 --> 00:17:31,208
I've already beaten you,
Spider-Man.
385
00:17:31,325 --> 00:17:34,110
Every new yorker with
a cell phone is my slave.
386
00:17:34,263 --> 00:17:37,843
And they will happily
destroy you for me.
387
00:17:38,438 --> 00:17:41,415
[Crowd eerily moaning]
388
00:17:41,860 --> 00:17:43,025
Sorry, Mesmero.
389
00:17:43,116 --> 00:17:46,020
- I'm disconnecting your service.
- I think not.
390
00:17:46,587 --> 00:17:50,159
Sleep, Spider-Man. And
never annoy me again.
391
00:17:50,793 --> 00:17:52,716
[Straining]
392
00:17:54,135 --> 00:17:56,083
But I did exactly
what Hawkeye did.
393
00:17:56,237 --> 00:17:57,918
I followed every lesson,
394
00:17:58,812 --> 00:17:59,879
except one.
395
00:18:00,032 --> 00:18:02,297
I said, sleep.
396
00:18:02,481 --> 00:18:03,794
Sorry, Mesmero.
397
00:18:04,013 --> 00:18:05,744
I'll tell you
what I told Nick Fury...
398
00:18:06,221 --> 00:18:07,442
I'm not tired.
399
00:18:08,238 --> 00:18:10,516
Freeze arrows, Spidey-style.
400
00:18:13,943 --> 00:18:16,164
Ah, so cold!
401
00:18:21,106 --> 00:18:23,038
You get one phone call, Mesmero.
402
00:18:23,225 --> 00:18:24,790
Tell those people to go home.
403
00:18:24,882 --> 00:18:28,120
Never!
My hordes will destroy you.
404
00:18:28,283 --> 00:18:29,720
If they make it in time.
405
00:18:30,002 --> 00:18:31,755
Guys, step back.
406
00:18:32,465 --> 00:18:34,289
[Both groan]
407
00:18:36,172 --> 00:18:37,547
What do you say, Mesmero?
408
00:18:37,876 --> 00:18:40,148
Do I tell those creeps
that you brainwashed them,
409
00:18:40,278 --> 00:18:41,551
or do you make that call?
410
00:18:41,917 --> 00:18:44,068
Tell everyone to go home
and forget what happened here.
411
00:18:44,185 --> 00:18:46,234
Tell all the villains
to return what they stole,
412
00:18:46,356 --> 00:18:48,178
and report to their
nearest police station,
413
00:18:48,293 --> 00:18:50,246
and tell them to give up
their life of crime,
414
00:18:50,364 --> 00:18:52,448
because deep down,
they're good people.
415
00:18:53,047 --> 00:18:55,056
Yeah, that last one
probably won't stick, but...
416
00:18:55,406 --> 00:18:56,409
It's worth a shot.
417
00:18:57,627 --> 00:18:59,853
You make a convincing case.
418
00:19:08,263 --> 00:19:10,215
[Crowd gasping]
419
00:19:10,333 --> 00:19:12,222
Cell phone users
of New York City,
420
00:19:12,337 --> 00:19:14,888
your zombie mission
cannot be completed as dialed.
421
00:19:15,080 --> 00:19:18,882
The numbskull super villain you've been
working for is no longer in service.
422
00:19:22,931 --> 00:19:26,067
[Spider-Man] Well, that's the last of it.
Everything back to normal.
423
00:19:26,936 --> 00:19:28,242
Whew, what a night.
424
00:19:28,333 --> 00:19:30,509
Not a night, any more.
Look.
425
00:19:31,087 --> 00:19:32,838
If we don't back
before bed check,
426
00:19:32,914 --> 00:19:35,372
Nick Fury will drop us
out of S.H.I.E.L.D. Academy.
427
00:19:35,511 --> 00:19:37,336
You guys get back
to the Triskelion.
428
00:19:37,449 --> 00:19:39,124
If you leave now,
you'll make it.
429
00:19:39,252 --> 00:19:40,277
What about you?
430
00:19:40,606 --> 00:19:42,349
Got one last thing
to take care of.
431
00:19:42,457 --> 00:19:43,543
Now, go.
432
00:19:48,436 --> 00:19:50,157
[Hawkeye] Rise and
shine, sleepy heads.
433
00:19:50,595 --> 00:19:54,186
It's the first official meeting of "the
five mile run before breakfast" club,
434
00:19:54,662 --> 00:19:56,064
and everybody's a member.
435
00:20:00,490 --> 00:20:02,380
We were... in the bathroom.
436
00:20:02,494 --> 00:20:03,870
We were brushing our tails.
437
00:20:03,930 --> 00:20:05,108
[Stammering]
I mean hair.
438
00:20:05,183 --> 00:20:06,534
We were brushing our hair.
439
00:20:06,617 --> 00:20:07,503
[Giggles nervously]
440
00:20:07,636 --> 00:20:09,652
That's exactly
what we were doing.
441
00:20:14,671 --> 00:20:17,007
Looks like our little club
is one short.
442
00:20:17,132 --> 00:20:19,284
Did Spider-Man decide
to join you?
443
00:20:19,559 --> 00:20:20,550
Of course not.
444
00:20:20,593 --> 00:20:22,254
He's right there asleep.
445
00:20:22,497 --> 00:20:24,047
But not because he's lazy.
446
00:20:24,140 --> 00:20:25,938
He was up all night studying.
447
00:20:26,079 --> 00:20:27,142
I'll wake him up.
448
00:20:27,212 --> 00:20:29,262
Please, allow me.
449
00:20:29,617 --> 00:20:31,109
See, Hawkeye?
Told you.
450
00:20:31,198 --> 00:20:32,937
You can't sneak up on a spider,
451
00:20:33,513 --> 00:20:35,910
especially not after
what you taught us yesterday.
452
00:20:36,124 --> 00:20:39,209
Well, seeing as how you kids
have been so diligent in your...
453
00:20:39,457 --> 00:20:42,273
Studies, maybe we can take
the morning off.
454
00:20:42,430 --> 00:20:44,222
[Cheering]
455
00:20:44,333 --> 00:20:46,317
And besides,
I gotta get down to I.T.
456
00:20:46,436 --> 00:20:49,222
Phone hasn't been able to get
decent bars all morning.
457
00:20:49,375 --> 00:20:49,870
[Door opens]
458
00:20:49,916 --> 00:20:51,181
Stay out of trouble.
459
00:20:53,250 --> 00:20:57,123
[Spider-Man] Come one, come all.
Breakfast burritos for everyone.
460
00:20:57,322 --> 00:20:59,308
[Cheering]
461
00:21:01,464 --> 00:21:03,256
[Squirrels squeak]
462
00:21:03,368 --> 00:21:04,939
What have we here?
463
00:21:06,338 --> 00:21:07,394
[zabu growls]
464
00:21:07,684 --> 00:21:11,418
Mm, Joey-Q's. My favorite.
465
00:21:11,624 --> 00:21:12,877
You kids eat up.
466
00:21:12,955 --> 00:21:16,274
New obstacle course this afternoon,
and you're gonna need the energy.
467
00:21:16,560 --> 00:21:19,640
We clearly gotta get those
crowd-fighting skills up to scratch.
468
00:21:22,214 --> 00:21:23,282
Fury knew?
469
00:21:23,470 --> 00:21:24,960
And he didn't bust us?
470
00:21:25,408 --> 00:21:27,476
Guess he wanted a burrito
as much as we did.
471
00:21:28,222 --> 00:21:29,853
Good thing I always order two.
472
00:21:30,910 --> 00:21:34,246
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473
00:21:34,296 --> 00:21:38,846
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