1
00:00:04,437 --> 00:00:07,172
You know, sometimes
one little negative

2
00:00:07,174 --> 00:00:09,174
can trump
a dozen positives.

3
00:00:09,176 --> 00:00:10,909
Case in point, my life.

4
00:00:13,847 --> 00:00:15,280
Everything should be great.

5
00:00:15,282 --> 00:00:17,049
Cool new job as S.H.I.E.L.D.
Student Instructor.

6
00:00:17,051 --> 00:00:19,852
Nova and Nick Fury
are apparently out
on some secret mission.

7
00:00:19,854 --> 00:00:21,487
So no one's here
busting my chops.

8
00:00:21,489 --> 00:00:23,956
And when Doc and Hydra
teamed up and
attacked S.H.I.E.L.D.,

9
00:00:23,958 --> 00:00:25,724
we kicked his metal
cephalopod butt.

10
00:00:27,560 --> 00:00:30,396
Looks like the rebuilding
of the Triskelion's going
full force.

11
00:00:30,398 --> 00:00:31,730
Good work, guys.

12
00:00:34,801 --> 00:00:38,203
My old science pal,
Dr. Connors, is running
S.H.I.E.L.D. with Fury gone.

13
00:00:38,205 --> 00:00:39,571
Good to have friends
in high places.

14
00:00:39,573 --> 00:00:41,473
And then there's
the Web-Warriors.

15
00:00:41,475 --> 00:00:43,208
They're more than just
my new team.

16
00:00:43,210 --> 00:00:44,076
They're all Spiders.

17
00:00:46,813 --> 00:00:48,881
What's making me such
a webby downer?

18
00:00:48,883 --> 00:00:50,716
I kinda got some bad news.

19
00:00:50,718 --> 00:00:54,219
SPIDER-MAN: <i> Someone at</i>
<i>S.H.I.E.L.D., not a Spider,</i>
<i>is a spy for Ock.</i>

20
00:00:54,221 --> 00:00:56,488
<i>It's up to the Web-Warriors</i>
<i>to smoke them out.</i>

21
00:00:56,490 --> 00:00:58,590
AGENT SIMMONS:
Welcome, academy students.

22
00:00:58,592 --> 00:01:02,061
Today, we've got
some upgrades that will
certainly blow you away.

23
00:01:02,063 --> 00:01:04,329
Not literally, we hope.
(LAUGHS)

24
00:01:04,331 --> 00:01:07,733
Yes. You will be
figuratively blown away.

25
00:01:07,735 --> 00:01:09,401
Quite figuratively.

26
00:01:09,403 --> 00:01:11,703
Oh. And did I forget
to mention Agents
Fitz and Simmons,

27
00:01:11,705 --> 00:01:13,939
two of the greatest
S.H.I.E.L.D. techs
of all time,

28
00:01:13,941 --> 00:01:16,208
are helping upgrade
the Triskelion?

29
00:01:16,210 --> 00:01:18,510
MAN ON COMPUTER:
<i>Commence training program.</i>

30
00:01:18,512 --> 00:01:20,712
SPIDER-MAN: <i> Me and</i>
<i>the Web-Warriors intend</i>
<i>to use every chance we get</i>

31
00:01:20,714 --> 00:01:23,148
<i>to interrogate</i>
<i>our fellow agents</i>
<i>and find the traitor.</i>

32
00:01:29,889 --> 00:01:32,424
So, Power Man, what I
hear you not saying

33
00:01:32,426 --> 00:01:35,761
is that you wouldn't not
do something illegal if you
couldn't not get away with it?

34
00:01:35,763 --> 00:01:37,529
Is that English coming
out of your mouth?

35
00:01:38,131 --> 00:01:40,099
(GRUNTS)

36
00:01:40,101 --> 00:01:44,203
How would you handle betraying
everyone you ever cared about,
Iron Fist?

37
00:01:44,205 --> 00:01:46,271
Hypothetically.
I don't have a clue.

38
00:01:46,273 --> 00:01:49,308
My heart would be incapable
of such betrayal.

39
00:01:49,310 --> 00:01:51,343
Gah!
(GROANS)

40
00:01:54,647 --> 00:01:57,149
You must have a lot
of aquatic friends, Triton.

41
00:01:57,151 --> 00:02:00,052
Any octopus buddies
we should know about?

42
00:02:00,054 --> 00:02:01,120
BOTH: Huh?

43
00:02:02,422 --> 00:02:05,157
Looking mighty guilty there,
little mister.

44
00:02:05,159 --> 00:02:06,725
What are you hiding?

45
00:02:07,961 --> 00:02:10,829
Ugh! I deserved that.

46
00:02:10,831 --> 00:02:13,632
(SIGHS) Okay. So when
it comes to interrogation,

47
00:02:13,634 --> 00:02:14,900
we're no Black Widow.

48
00:02:14,902 --> 00:02:16,335
AGENT FITZ: End session.
Whoa!

49
00:02:17,770 --> 00:02:20,906
Very good. That was
a successful first test.

50
00:02:20,908 --> 00:02:22,374
(SIMMONS GROANS)
(GRUNTS)

51
00:02:23,176 --> 00:02:24,243
Isn't this test over?

52
00:02:28,014 --> 00:02:29,348
Someone tell this guy.

53
00:02:29,350 --> 00:02:32,284
(GROANS)
Look out! The fail-safes
are off.

54
00:02:32,286 --> 00:02:34,720
That bot, it's using
lethal force.

55
00:02:39,325 --> 00:02:43,162
Lethal force? Why can't
these things ever malfunction
into giving hugs?

56
00:02:57,544 --> 00:03:01,213
(GRUNTS) Can't say
I'm really into this
new training regimen.

57
00:03:03,016 --> 00:03:04,683
Hang on, Spidey.
We're coming.

58
00:03:04,685 --> 00:03:07,486
Why don't stop not trying
not to save him?

59
00:03:07,488 --> 00:03:10,923
(GRUNTING)
Guys, less bumper cars,
more saving.

60
00:03:11,791 --> 00:03:13,859
(GRUNTS) This thing is tough.

61
00:03:14,360 --> 00:03:16,061
Can't hold...

62
00:03:21,367 --> 00:03:23,001
Nice work, bro.

63
00:03:23,003 --> 00:03:25,037
Any time, my bro.

64
00:03:25,039 --> 00:03:27,339
Sorry, everyone.
So sorry.

65
00:03:27,341 --> 00:03:29,508
These wee little glitches
are very rare.

66
00:03:29,510 --> 00:03:32,010
"Wee glitches"?
Oh, I get it.

67
00:03:32,012 --> 00:03:34,580
Understatement.
I don't know how
that happened.

68
00:03:34,582 --> 00:03:36,081
I'm just glad
you're okay.

69
00:03:37,884 --> 00:03:39,384
KID ARACHNID: That thing
went right for you.

70
00:03:39,386 --> 00:03:41,687
IRON SPIDER: As if it had been
reprogrammed to attack.

71
00:03:41,689 --> 00:03:43,322
Intentionally.

72
00:03:43,324 --> 00:03:45,691
Wait. I'm totally lost.

73
00:03:45,693 --> 00:03:48,260
He means sabotaged.

74
00:03:48,262 --> 00:03:51,363
By Doc Ock's spy.
Right. I knew that.

75
00:03:51,365 --> 00:03:54,066
Let's not jump to conclusions
before we have some answers.

76
00:03:54,068 --> 00:03:56,535
You three, find out
what you can
from the others.

77
00:03:56,537 --> 00:03:58,337
You're with me.
I have an idea.

78
00:04:02,375 --> 00:04:05,177
That's not a bomb just sitting
on the table, is it?

79
00:04:05,179 --> 00:04:07,846
Obviously, it's a prototype
high-yield aerosol
dispersal unit.

80
00:04:07,848 --> 00:04:11,350
Obviously that could come in
handy next time Hulk uses
the S.H.I.E.L.D. bathroom.

81
00:04:11,352 --> 00:04:13,452
It's meant to deliver
tranquilizer gas.

82
00:04:13,454 --> 00:04:15,854
Could knock out an entire
building with one small vial.

83
00:04:15,856 --> 00:04:17,456
So, today's malfunction,

84
00:04:17,458 --> 00:04:19,191
it's, um,

85
00:04:19,193 --> 00:04:21,360
not possible that
it wasn't not an accident.

86
00:04:21,362 --> 00:04:23,395
If you're worried
about sabotage,
you can forget it.

87
00:04:23,397 --> 00:04:25,464
You actually understood
what he just said?

88
00:04:25,466 --> 00:04:27,366
These bots came straight
from the S.H.I.E.L.D. factory,

89
00:04:27,368 --> 00:04:30,202
then moved directly
to the training area
by your own students

90
00:04:30,204 --> 00:04:31,470
and calibrated on-site.

91
00:04:31,472 --> 00:04:33,605
Could the bot have been
reprogrammed here?

92
00:04:33,607 --> 00:04:35,307
Not likely.
We examined the remains,

93
00:04:35,309 --> 00:04:37,409
but its central processor
was destroyed
by Rhino's attack.

94
00:04:37,411 --> 00:04:40,979
Hiccups like this are bound
to happen in upgrading
the Triskelion.

95
00:04:40,981 --> 00:04:43,315
You said the bot
was calibrated here?
By who?

96
00:04:43,317 --> 00:04:46,285
By your own Dr. Connors.
Dr. Connors?

97
00:04:46,287 --> 00:04:49,321
Don't worry.
S.H.I.E.L.D. averages one
equipment malfunction a year.

98
00:04:49,323 --> 00:04:52,424
So you won't have to worry
about another one until...
Whoa!

99
00:04:52,426 --> 00:04:54,259
AGENT SIMMONS: Ahhh!
Looks like we're going to

100
00:04:54,261 --> 00:04:56,662
have to recalculate
those averages!

101
00:04:56,664 --> 00:04:59,531
(GRUNTS) And I thought the new
training routine was bad.

102
00:05:01,234 --> 00:05:02,934
You think this is
a coincidence?

103
00:05:02,936 --> 00:05:04,002
(GRUNTS)

104
00:05:04,004 --> 00:05:06,171
Highly suspicious.
Abandon lab!

105
00:05:06,773 --> 00:05:07,973
(BOTH GRUNT)

106
00:05:09,309 --> 00:05:11,543
Looks like your guys' mission
went smoothly.

107
00:05:12,512 --> 00:05:13,912
Any luck?
Nada.

108
00:05:13,914 --> 00:05:16,014
If the spy was involved
in that attack,

109
00:05:16,016 --> 00:05:17,582
he really covered
his tracks.

110
00:05:17,584 --> 00:05:19,318
We just learned
Dr. Curt Connors

111
00:05:19,320 --> 00:05:21,486
was the last one
to handle that bot.

112
00:05:21,488 --> 00:05:24,756
Let's not forget, Connors
was also once the Lizard.

113
00:05:24,758 --> 00:05:26,458
That's ancient history.

114
00:05:26,460 --> 00:05:29,294
I know what you're
all thinking, but
the spy is not Connors.

115
00:05:29,296 --> 00:05:30,996
I trust that man
with my life.

116
00:05:30,998 --> 00:05:34,633
Listen. I know how hard it is
to fight the evil inside.

117
00:05:34,635 --> 00:05:36,968
I do it every day.

118
00:05:36,970 --> 00:05:40,439
Maybe he... lost.

119
00:05:40,441 --> 00:05:43,342
Easy solve. Lock him
in solitary confinement

120
00:05:43,344 --> 00:05:45,811
for a few weeks and see
if the attacks stop.

121
00:05:45,813 --> 00:05:48,313
SPIDER-MAN: We can't
throw people in jail
without evidence.

122
00:05:48,315 --> 00:05:50,182
And we won't give in
to paranoia.

123
00:05:50,184 --> 00:05:52,150
Dr. Connors isn't the spy.

124
00:05:52,152 --> 00:05:53,885
We may not know
who it is,

125
00:05:53,887 --> 00:05:56,688
but we do know who
the mole's working for.

126
00:05:56,690 --> 00:06:00,459
Doc Ock.
Agent Venom, go and
guard the cellblock.

127
00:06:00,461 --> 00:06:02,327
Yes, sir, Spidey, sir.

128
00:06:02,329 --> 00:06:03,362
You can count on me.

129
00:06:03,364 --> 00:06:05,330
(GRUNTS)

130
00:06:05,332 --> 00:06:07,332
Maybe you should take
your buddy Rhino, too.

131
00:06:07,334 --> 00:06:09,201
For, um, you know,
extra muscle.

132
00:06:11,704 --> 00:06:14,206
The rest of us are heading
to Doc Connors' lab.

133
00:06:14,208 --> 00:06:16,708
(CHUCKLING) Oh, yeah.
Interrogation time.

134
00:06:16,710 --> 00:06:18,977
SPIDER-MAN: Nobody's
interrogating anyone.

135
00:06:18,979 --> 00:06:20,545
We need to ask someone
with authority,

136
00:06:20,547 --> 00:06:22,414
someone we trust,
to help us.

137
00:06:23,816 --> 00:06:25,717
Hey, Doc,
we could really use...

138
00:06:35,728 --> 00:06:36,962
A hand?

139
00:06:37,563 --> 00:06:40,332
Ah! (GROANING)

140
00:06:44,771 --> 00:06:47,539
(CHITTERING) Sorry,
Spider-Man.

141
00:06:47,541 --> 00:06:49,374
I... (GROWLING)

142
00:06:52,612 --> 00:06:54,446
(ROARS)

143
00:06:54,448 --> 00:06:57,115
Dr. Connors!
What have you done?

144
00:06:57,117 --> 00:06:58,583
(ROARS)

145
00:07:00,586 --> 00:07:03,455
Uh, let's talk this out,
Spider to Lizard!

146
00:07:05,625 --> 00:07:06,825
Everyone scatter!

147
00:07:10,563 --> 00:07:13,932
Whoa, Doc Connors! I just
told everyone you weren't
the Lizard anymore.

148
00:07:13,934 --> 00:07:15,300
You're making me look bad.

149
00:07:18,538 --> 00:07:19,704
(ROARS)

150
00:07:19,706 --> 00:07:22,641
(GRUNTING)

151
00:07:22,643 --> 00:07:25,610
Told you.
Connors was the spy.

152
00:07:25,612 --> 00:07:28,146
Finally, something
I can slash.

153
00:07:28,148 --> 00:07:29,481
(GRUNTING)

154
00:07:31,984 --> 00:07:33,952
Iron Spider,
alert the academy.

155
00:07:37,056 --> 00:07:38,323
Whoa!

156
00:07:41,727 --> 00:07:43,495
Where is it?
Where is it?

157
00:07:45,064 --> 00:07:47,299
(ALARM BLARING)

158
00:07:47,301 --> 00:07:49,734
Robo-kid,
grab the legs and tail.

159
00:07:49,736 --> 00:07:52,971
Sure. Give me
the easy part.

160
00:08:02,014 --> 00:08:03,515
That wasn't so hard.

161
00:08:03,517 --> 00:08:05,016
SPIDER-MAN: Careful!
He can extend his...

162
00:08:06,018 --> 00:08:07,085
Ow!

163
00:08:10,690 --> 00:08:11,756
That really hurt.

164
00:08:15,094 --> 00:08:17,496
Spidey, why aren't
you helping?

165
00:08:17,498 --> 00:08:20,131
Dr. Connors always keeps
a supply of the cure
in his lab.

166
00:08:20,133 --> 00:08:21,533
For moments like...

167
00:08:22,502 --> 00:08:24,402
Bingo!

168
00:08:27,673 --> 00:08:29,808
No! They're all smashed!

169
00:08:29,810 --> 00:08:31,710
(GRUNTING)

170
00:08:31,712 --> 00:08:33,678
A bit overdramatic,
don't you think?

171
00:08:33,680 --> 00:08:34,946
It couldn't have hurt
that much.

172
00:08:34,948 --> 00:08:36,681
(ROARS)

173
00:08:36,683 --> 00:08:38,683
The Lizard's bite
is contagious?

174
00:08:38,685 --> 00:08:41,486
My research indicates
nothing about infections.

175
00:08:41,488 --> 00:08:42,621
(ROARS)

176
00:08:42,623 --> 00:08:44,623
Time to update
your research, Cho.

177
00:08:44,625 --> 00:08:46,558
He's right.
This is new.

178
00:08:47,627 --> 00:08:48,727
(ROARS)

179
00:08:55,635 --> 00:08:58,403
(GROWLING)

180
00:08:58,405 --> 00:09:00,705
(MILES-LIZARD SHRIEKING)

181
00:09:06,178 --> 00:09:07,546
(GRUNTS)

182
00:09:07,548 --> 00:09:08,780
Ahhh!

183
00:09:09,849 --> 00:09:11,249
(STRAINING)

184
00:09:12,351 --> 00:09:14,386
(BOTH GRUNT)

185
00:09:14,388 --> 00:09:16,087
(ROARING)
Ahhh!

186
00:09:17,657 --> 00:09:20,292
We're gonna be outnumbered
in about 2.17 seconds.

187
00:09:22,662 --> 00:09:24,729
"Outnumbered" is
my least favorite
kind of "numbered."

188
00:09:26,532 --> 00:09:27,732
(GRUNTS)

189
00:09:28,935 --> 00:09:30,135
(GRUNTS)

190
00:09:33,172 --> 00:09:35,173
Do not go in there!

191
00:09:35,175 --> 00:09:37,342
What? Hulk use
the bathroom again?

192
00:09:37,344 --> 00:09:39,744
Dr. Connors bit Miles,
who bit Scarlet.

193
00:09:39,746 --> 00:09:41,279
Now they're all lizards.

194
00:09:42,615 --> 00:09:45,183
Don't hurt them.
They're still our friends.

195
00:09:45,185 --> 00:09:46,885
(ALL GRUNTING)

196
00:09:46,887 --> 00:09:48,186
(GROWLING)

197
00:09:48,188 --> 00:09:50,088
(GRUNTING)

198
00:09:52,625 --> 00:09:55,026
New strategy, retreat!

199
00:09:55,028 --> 00:09:56,695
(LIZARDS GROWLING)

200
00:09:59,465 --> 00:10:00,832
Go! We'll hold them off.

201
00:10:18,417 --> 00:10:19,784
That'll buy us
some time.

202
00:10:19,786 --> 00:10:22,554
Not enough. I did a quick
mental calculation.

203
00:10:22,556 --> 00:10:24,556
At the rate this lizard
virus spreads,

204
00:10:24,558 --> 00:10:27,058
New York will be overrun
in 23.6 hours,

205
00:10:27,060 --> 00:10:29,761
and the rest of the world
in 3.3 weeks!

206
00:10:29,763 --> 00:10:31,663
You did that
in your head?
Focus.

207
00:10:31,665 --> 00:10:33,632
We need a plan.
Okay.

208
00:10:33,634 --> 00:10:36,401
First priority,
prevent the lizard virus
from getting out.

209
00:10:36,403 --> 00:10:38,770
Power Man,
get the others and
secure the perimeter.

210
00:10:38,772 --> 00:10:40,572
Group up in pairs
at each exit,

211
00:10:40,574 --> 00:10:43,141
garage, lobby,
loading dock.

212
00:10:43,143 --> 00:10:45,310
Why pairs?
That's not as efficient.

213
00:10:45,312 --> 00:10:48,013
Because whoever the spy is,
I don't want them to be
able to work alone.

214
00:10:48,015 --> 00:10:50,415
Connors is the spy!
Are you nuts?

215
00:10:50,417 --> 00:10:52,851
Possibly, because I still
don't believe that.
(THUDDING)

216
00:10:52,853 --> 00:10:55,186
They'll never break through.
Those doors have
the strength of...

217
00:10:55,188 --> 00:10:57,622
(BOTH SCREAM)

218
00:10:57,624 --> 00:11:01,159
You weren't factoring in
Iron Fist Lizard into
your equation, were you?

219
00:11:01,161 --> 00:11:03,595
We need to find a way
to revert them back, now.

220
00:11:03,597 --> 00:11:05,830
But how?
The cure was destroyed.

221
00:11:05,832 --> 00:11:08,266
SPIDER-MAN: Not all of it.
There's still
one backup supply.

222
00:11:08,268 --> 00:11:10,001
But it's kept
in the most dangerous,

223
00:11:10,003 --> 00:11:12,771
most high-security place
in the entire Triskelion.

224
00:11:12,773 --> 00:11:14,606
The weapons vault?
Detention block?

225
00:11:14,608 --> 00:11:16,608
Worse.
Nick Fury's office.

226
00:11:16,610 --> 00:11:18,777
(LIZARDS GROWLING)

227
00:11:22,882 --> 00:11:25,583
(GROWLING)

228
00:11:31,290 --> 00:11:33,658
Cloak? You're supposed to be
guarding the exits.

229
00:11:33,660 --> 00:11:35,727
I saw you were in trouble
on the security cams.

230
00:11:35,729 --> 00:11:38,296
I came to help.
(GROWLS)

231
00:11:38,298 --> 00:11:39,864
Ahhh!

232
00:11:43,636 --> 00:11:47,238
Thank you, uh, weird
teleporting Lizard Cloak.

233
00:11:47,240 --> 00:11:50,709
Don't worry.
That'll come back
to bite us, I'm sure.

234
00:11:50,711 --> 00:11:53,244
See if you can get
Fury's door unlocked.

235
00:11:53,246 --> 00:11:56,548
Not gonna be easy.
Fury's office is
layered with defenses.

236
00:12:02,354 --> 00:12:04,422
Um, you can go first.

237
00:12:04,424 --> 00:12:05,757
Gee, thanks.

238
00:12:08,427 --> 00:12:11,763
Okay. Fury couldn't possibly
have booby-trapped
everything in here.

239
00:12:13,866 --> 00:12:14,966
Whoa!

240
00:12:18,838 --> 00:12:21,072
(GRUNTING)

241
00:12:21,074 --> 00:12:23,374
Fury wouldn't make it
easy to find the cure.

242
00:12:23,376 --> 00:12:24,909
You think this is easy?

243
00:12:29,749 --> 00:12:32,183
Face it. Connors
must be the mole.

244
00:12:32,185 --> 00:12:33,885
That cure was smashed.

245
00:12:33,887 --> 00:12:35,520
He did it so the virus
would spread.

246
00:12:36,355 --> 00:12:38,056
Good find, Cho.

247
00:12:38,058 --> 00:12:40,291
Look, you don't know
Connors like I do.

248
00:12:40,293 --> 00:12:42,460
Nothing would make him want
to become the Lizard again.

249
00:12:43,763 --> 00:12:45,997
Uh-oh. There's
only one vial!

250
00:12:50,536 --> 00:12:51,636
Huh?

251
00:12:52,104 --> 00:12:53,471
Abandon office!

252
00:12:56,709 --> 00:12:58,243
(YELLS)

253
00:12:58,245 --> 00:12:59,711
(GRUNTING)

254
00:13:00,980 --> 00:13:03,381
Uh, is that...
Triton.

255
00:13:03,383 --> 00:13:05,984
The lizard virus
must be interacting
even more powerfully

256
00:13:05,986 --> 00:13:07,318
with his Inhuman DNA.

257
00:13:07,953 --> 00:13:09,621
(ROARS)

258
00:13:09,623 --> 00:13:11,790
Giant Inhuman lizard? Great.

259
00:13:11,792 --> 00:13:13,158
(GROANS)

260
00:13:14,827 --> 00:13:17,328
The cure! No!

261
00:13:22,668 --> 00:13:23,968
We can't lose that cure!

262
00:13:25,104 --> 00:13:26,905
(GRUNTS)

263
00:13:26,907 --> 00:13:29,240
(GRUNTING)
(GROWLING)

264
00:13:33,579 --> 00:13:35,847
You've got to be more careful
with this thing, Webs.

265
00:13:35,849 --> 00:13:37,148
Power Man, get out of here!

266
00:13:37,150 --> 00:13:39,617
Triton's like three lizards
rolled into one!

267
00:13:39,619 --> 00:13:41,853
Did you forget
my skin's unbreakable?

268
00:13:41,855 --> 00:13:45,023
There's no one better prepared
to fight this lizard outbreak
than me.

269
00:13:45,758 --> 00:13:47,659
(GRUNTING)

270
00:13:47,661 --> 00:13:49,894
(SCREAMING)

271
00:13:53,165 --> 00:13:55,533
So, that happened.
(GROWLS)

272
00:13:58,838 --> 00:14:01,439
(GROANS)

273
00:14:01,441 --> 00:14:04,609
Taser webs?
That won't hurt him.
It'll just make him mad.

274
00:14:04,611 --> 00:14:06,611
That's my point.
Get ready to duck!

275
00:14:10,816 --> 00:14:13,017
Remind me to clean that up
before Fury gets home.

276
00:14:17,857 --> 00:14:19,490
We gotta get
to Fitz-Simmons' lab.

277
00:14:19,492 --> 00:14:21,459
We need to make enough
of this cure to save everyone.

278
00:14:23,729 --> 00:14:24,963
(GROWLING)

279
00:14:26,665 --> 00:14:28,066
(ROARS)

280
00:14:29,068 --> 00:14:31,202
AGENT SIMMONS:
Psst! Down here.

281
00:14:31,204 --> 00:14:35,640
Fitz and Simmons.
Man, are we glad to see
your non-lizardized faces.

282
00:14:35,642 --> 00:14:38,877
(GRUNTS)
You know, "lizardize"
is not a real word.

283
00:14:38,879 --> 00:14:40,678
Not the time, Cho.

284
00:14:40,680 --> 00:14:42,680
SPIDER-MAN: I only have
one vial of the cure.

285
00:14:42,682 --> 00:14:45,216
Please tell me you have
a chemical synthesizer.

286
00:14:45,218 --> 00:14:47,886
What? Do you think
we're amateurs?
Of course we do.

287
00:14:49,755 --> 00:14:50,889
(ROARS)

288
00:14:56,896 --> 00:14:58,997
Yeah! Knock-out missiles!

289
00:14:58,999 --> 00:15:01,266
Venom and Rhino!
What a team!

290
00:15:01,268 --> 00:15:04,068
(CREATURES CHITTERING)
Huh?

291
00:15:04,070 --> 00:15:06,504
You hearing that?
(CHITTERING)

292
00:15:12,511 --> 00:15:14,078
The squirrels?

293
00:15:14,080 --> 00:15:17,015
I'm sorry I made you puke up
your acorns, Monkey Joe.

294
00:15:17,017 --> 00:15:18,750
No hard feelings?

295
00:15:18,752 --> 00:15:20,952
I think that's Mr. Lieberman.

296
00:15:20,954 --> 00:15:24,088
They're just tiny things.
We can stop them.

297
00:15:24,623 --> 00:15:27,225
(HISSING)

298
00:15:27,227 --> 00:15:29,193
(WHIMPERS) Or not.

299
00:15:30,262 --> 00:15:31,930
(ROARING)

300
00:15:36,068 --> 00:15:38,536
I always suspected those guys
would turn on us.

301
00:15:42,975 --> 00:15:44,008
(GRUNTS)
Whoa!

302
00:15:44,877 --> 00:15:46,811
(LIZARDS GROWLING)

303
00:15:46,813 --> 00:15:48,680
I'll get the vent!
Seal the door!

304
00:15:52,551 --> 00:15:54,152
Won't hold long.

305
00:15:54,154 --> 00:15:55,453
Then let's do this.

306
00:15:57,489 --> 00:16:00,224
Hey. Whoa. Whoa.
Sorry. Sorry.

307
00:16:06,265 --> 00:16:09,000
It's working! Analyzing
chemical composition.

308
00:16:13,639 --> 00:16:16,040
(ROARING)

309
00:16:18,510 --> 00:16:19,677
Oh, no.

310
00:16:19,679 --> 00:16:21,279
BOTH: Spider-Man!

311
00:16:21,281 --> 00:16:23,648
You were right.
Came back to bite us.

312
00:16:28,787 --> 00:16:30,021
(GROANING)

313
00:16:30,689 --> 00:16:32,457
(GROWLING)

314
00:16:32,459 --> 00:16:34,993
Fitz! Simmons! No!

315
00:16:35,961 --> 00:16:37,061
(GRUNTS)

316
00:16:40,265 --> 00:16:42,233
The cure! (GRUNTS)

317
00:16:45,804 --> 00:16:46,938
Got it!

318
00:16:51,043 --> 00:16:53,644
MAN ON COMPUTER: <i> Warning.</i>
<i>Power level at 20%.</i>

319
00:16:53,646 --> 00:16:56,681
Cho, you're using up
all your suit's power.
What are you doing?

320
00:16:56,683 --> 00:17:00,218
Buying you time.
I'm gonna channel the last
of my suit's energy

321
00:17:00,220 --> 00:17:03,021
to set off a conductive
pulse. (GROANS)

322
00:17:03,023 --> 00:17:06,324
Too low for humans to hear
but painful to reptilians.

323
00:17:06,326 --> 00:17:08,359
Like a lizard EMP?

324
00:17:08,361 --> 00:17:10,528
Great, but the synthesizer's
destroyed.

325
00:17:10,530 --> 00:17:12,597
I've got nothing left!
End of plan!

326
00:17:14,166 --> 00:17:15,933
MAN ON COMPUTER:
<i>Power zero. Deactivating.</i>

327
00:17:17,503 --> 00:17:21,239
I don't trust Connors,
but I do trust you
to figure it out.

328
00:17:21,241 --> 00:17:23,041
(SCREAMS)
Cho!

329
00:17:23,976 --> 00:17:25,610
(GROANING)

330
00:17:28,814 --> 00:17:30,481
(ROARS)

331
00:17:30,483 --> 00:17:32,917
(LIZARDS GROWLING)

332
00:17:32,919 --> 00:17:35,486
Trust me? To do what?

333
00:17:35,488 --> 00:17:38,222
How do I cure everyone
with one vial?

334
00:17:39,024 --> 00:17:40,758
(ROARS)

335
00:17:45,564 --> 00:17:47,432
(CHUCKLING)

336
00:17:48,400 --> 00:17:50,068
(RHINO ROARS)

337
00:17:54,573 --> 00:17:58,009
I just want to say,
it's an honor to fight
with you, Alex.

338
00:17:58,011 --> 00:18:00,678
I know we weren't best
of friends or anything
in high school.

339
00:18:02,214 --> 00:18:04,949
And I'm glad we,
you know, got past that.

340
00:18:05,417 --> 00:18:07,185
Huh?

341
00:18:07,187 --> 00:18:08,886
Why are you getting
all sappy?

342
00:18:08,888 --> 00:18:10,588
We're gonna survive this.

343
00:18:12,724 --> 00:18:14,292
(GRUNTS)

344
00:18:14,294 --> 00:18:15,793
(SCREAMS)

345
00:18:16,895 --> 00:18:17,995
(GRUNTS)

346
00:18:19,598 --> 00:18:22,867
The aerosol dispersal unit!

347
00:18:22,869 --> 00:18:25,770
Fitz said you could knock out
a whole building
with a single vial of gas.

348
00:18:25,772 --> 00:18:27,205
SPIDER-MAN: Or was it Simmons?

349
00:18:28,307 --> 00:18:30,274
The ventilation system!

350
00:18:32,211 --> 00:18:34,145
All I gotta do
is pop this in, and...

351
00:18:35,714 --> 00:18:37,949
Seriously?
(ROARS)

352
00:18:38,584 --> 00:18:40,218
(GROWLING)

353
00:18:41,720 --> 00:18:43,187
(ROARS)

354
00:18:44,156 --> 00:18:47,158
Come on! Stay in!

355
00:18:47,160 --> 00:18:49,994
Oh, good, because there wasn't
already enough pressure on me.

356
00:18:51,630 --> 00:18:55,233
Dr. Connors! Curt!
It's me, Spider-Man.

357
00:18:55,235 --> 00:18:57,568
I know there's still
humanity in you.

358
00:18:57,570 --> 00:19:00,338
There's got to be.
I'm your friend.

359
00:19:00,340 --> 00:19:03,608
These are your friends.
Help me save them.

360
00:19:03,610 --> 00:19:06,344
I know you're in there, Curt.
I trust you.

361
00:19:06,346 --> 00:19:07,478
(GROWLS)

362
00:19:08,614 --> 00:19:10,414
(ROARS) Hurry.

363
00:19:11,116 --> 00:19:13,050
Thanks. (GRUNTS)

364
00:19:18,624 --> 00:19:21,192
(SNARLING)

365
00:19:21,194 --> 00:19:23,427
(GROANING)

366
00:19:23,429 --> 00:19:24,929
(SIGHS)

367
00:19:27,866 --> 00:19:29,267
(STRAINING)

368
00:19:31,170 --> 00:19:32,637
(SIGHS)

369
00:19:32,639 --> 00:19:34,205
(GASPS)

370
00:19:34,773 --> 00:19:36,374
(CHITTERING)

371
00:19:36,376 --> 00:19:38,276
Welcome back, Monkey Joe.

372
00:19:38,278 --> 00:19:39,744
I never really doubted you.

373
00:19:41,213 --> 00:19:43,347
Where does he keep
those things?

374
00:19:43,349 --> 00:19:45,216
(GROWLING)

375
00:19:46,351 --> 00:19:48,386
(SCREAMS)

376
00:19:48,388 --> 00:19:52,723
(GRUNTS) Gotcha!
Thanks for not biting me.

377
00:19:52,725 --> 00:19:55,059
Thank you
for trusting me.

378
00:19:58,964 --> 00:20:01,032
My skin feels
like sandpaper.

379
00:20:01,034 --> 00:20:03,367
Ugh! My mouth tastes
like sandpaper.

380
00:20:04,036 --> 00:20:05,403
Only lasts a week.

381
00:20:08,307 --> 00:20:12,343
Safe to say, Web-Warriors
plus reptile equals bad mojo.

382
00:20:12,345 --> 00:20:14,212
But why did you
do it, Connors?

383
00:20:14,214 --> 00:20:16,414
Why turn into
the Lizard again?

384
00:20:16,416 --> 00:20:19,217
(SIGHS) Wasn't me. It was...

385
00:20:19,219 --> 00:20:21,385
VENOM: <i> Mayday! SOS! Red alert!</i>

386
00:20:21,387 --> 00:20:23,020
<i>Spider-Man, I need your help!</i>

387
00:20:23,022 --> 00:20:24,655
<i>We're friends!</i>
<i>Don't do this!</i>

388
00:20:24,657 --> 00:20:26,757
Oh, boy.
Back to work, team.

389
00:20:28,193 --> 00:20:29,227
Venom!

390
00:20:31,897 --> 00:20:33,064
Doc Ock?

391
00:20:34,399 --> 00:20:37,068
IRON SPIDER: Gone.
And no sign of Agent Venom.

392
00:20:37,070 --> 00:20:38,936
The prison walls
are bashed in,

393
00:20:38,938 --> 00:20:42,206
like by an enormous...
Rhino.

394
00:20:42,208 --> 00:20:44,175
He betrayed us.

395
00:20:44,177 --> 00:20:46,210
He was the spy
all along?

396
00:20:46,212 --> 00:20:49,447
Rhino was the one
who injected me.

397
00:20:49,449 --> 00:20:53,451
So he smashed your lab
and the vials of lizard cure.

398
00:20:53,453 --> 00:20:56,420
He must have.

399
00:20:56,422 --> 00:20:58,889
But I don't exactly
remember that part.

400
00:20:58,891 --> 00:21:00,391
Search the Triskelion.

401
00:21:00,393 --> 00:21:02,093
Ock cannot have gotten far.
(RUMBLING)

402
00:21:05,897 --> 00:21:08,466
KID ARACHNID:
He has Agent Venom.
Where's he taking him?

403
00:21:11,203 --> 00:21:13,371
Hydra. Gotta be.

404
00:21:13,373 --> 00:21:17,475
IRON SPIDER: We were
wrong to doubt you,
Spidey. We're sorry.

405
00:21:17,477 --> 00:21:19,477
And it won't
happen again.

406
00:21:19,479 --> 00:21:22,079
Good. I'm counting
on that trust.

407
00:21:22,081 --> 00:21:25,449
I'm gonna need it.
We've had our backs
to the wall for too long.

408
00:21:25,451 --> 00:21:28,452
It's time we take the battle
to Doc Ock and Hydra.

409
00:21:28,454 --> 00:21:29,787
And we're not returning

410
00:21:29,789 --> 00:21:31,489
until we have
Agent Venom back.