1
00:00:01,201 --> 00:00:03,168
(YELLS)

2
00:00:03,170 --> 00:00:04,269
(GRUNTS)
Oh!

3
00:00:04,271 --> 00:00:05,804
SPIDER-MAN: Touchdown!
(GRUNTS)

4
00:00:05,806 --> 00:00:08,107
You mean "home run," Spidey.
I knew that.

5
00:00:10,210 --> 00:00:11,510
(SCREAMING)

6
00:00:14,180 --> 00:00:15,981
SPIDER-MAN:
Water and electricity?

7
00:00:15,983 --> 00:00:18,150
I'd say you're coming up
short, Shocker.

8
00:00:18,152 --> 00:00:20,986
Get it? That's electricity
comedy, kids.

9
00:00:20,988 --> 00:00:23,188
Web-Warriors rule!
(CHUCKLES)

10
00:00:23,190 --> 00:00:24,857
Me and Spidey, like,

11
00:00:24,859 --> 00:00:28,027
the best buds
of all time, ever!

12
00:00:28,029 --> 00:00:31,030
Awesome bros
before evil foes.

13
00:00:31,032 --> 00:00:34,033
Nothing says BFFs like
Spidey and Agent Venom

14
00:00:34,035 --> 00:00:36,301
taking down a series
of super-villains together.

15
00:00:36,303 --> 00:00:39,238
<i>Since we learned</i>
<i>Doc Ock is staffing up</i>
<i>a new Sinister Six,</i>

16
00:00:39,240 --> 00:00:42,007
<i>the Web-Warriors have been on</i>
<i>a baddie-busting spree,</i>

17
00:00:42,009 --> 00:00:43,842
<i>trying to catch all</i>
<i>of his possible recruits</i>

18
00:00:43,844 --> 00:00:45,911
<i>before Ock can get</i>
<i>to them first.</i>

19
00:00:45,913 --> 00:00:48,447
SPIDER-MAN: There are
more subtle ways to steal
a truck, Beetle!

20
00:00:49,883 --> 00:00:51,150
(SPIDER-MAN GRUNTS)

21
00:00:57,323 --> 00:00:59,758
AGENT VENOM:
I call that
a "Flash landing."

22
00:00:59,760 --> 00:01:01,326
(CHUCKLES)
That's what I call it.

23
00:01:01,328 --> 00:01:03,328
Beetle. Beat-en.

24
00:01:15,075 --> 00:01:16,275
Whoa!

25
00:01:17,844 --> 00:01:19,445
SPIDER-MAN:
Someone's updated
his wardrobe.

26
00:01:19,447 --> 00:01:21,346
Ock must have gotten
to Beetle first.

27
00:01:23,383 --> 00:01:24,850
(BOTH SCREAMING)

28
00:01:24,852 --> 00:01:26,085
(BOTH GROAN)

29
00:01:27,720 --> 00:01:28,854
Huh?

30
00:01:30,557 --> 00:01:32,391
Wait! What's the rush?

31
00:01:32,393 --> 00:01:33,926
Don't you have
anything to say first?

32
00:01:33,928 --> 00:01:36,562
Maybe some puns,
victorious gloating?

33
00:01:36,564 --> 00:01:38,197
So I'll take that
as a no?

34
00:01:50,877 --> 00:01:52,111
(GROANS)

35
00:01:52,113 --> 00:01:55,214
Spidey sense says,
"This is gonna hurt!"

36
00:01:55,216 --> 00:01:56,615
(CLANG)

37
00:01:58,451 --> 00:02:00,452
I got your back, Spider-Man.

38
00:02:00,454 --> 00:02:03,422
The Patrioteer?
AKA Harry Osborn.

39
00:02:03,424 --> 00:02:05,424
When I'm Peter Parker,
he's my best friend.

40
00:02:05,426 --> 00:02:07,192
But he doesn't know
that I'm Spider-Man.

41
00:02:23,443 --> 00:02:27,346
Nice armor.
Prepare to be hacked.

42
00:02:32,252 --> 00:02:33,318
O...kay.

43
00:02:35,321 --> 00:02:37,256
The back of his helmet!
It's unprotected!

44
00:02:37,258 --> 00:02:39,324
Read you loud
and clear, Spidey.

45
00:02:43,296 --> 00:02:45,797
Okay, I... I've got
control of his armor.

46
00:02:45,799 --> 00:02:48,934
Let's see how
those little wings
hold up at 10,000 feet.

47
00:02:55,642 --> 00:02:57,442
Only your second time
in that armor?

48
00:02:57,444 --> 00:02:59,111
Have you been practicing
in front of the mirror?

49
00:02:59,113 --> 00:03:02,681
Uh, hello! Beetle
totally got away!

50
00:03:02,683 --> 00:03:03,782
Wait for it.

51
00:03:07,220 --> 00:03:09,488
You're like
a superhero prodigy!
(SCOFFS)

52
00:03:09,490 --> 00:03:11,523
I hope "prodigy" is
an insult,

53
00:03:11,525 --> 00:03:14,126
because he stole
our win.

54
00:03:14,128 --> 00:03:16,328
PATRIOTEER: Uh-oh.
Beetle's trying
to get control back.

55
00:03:16,330 --> 00:03:17,596
He's deleting a file.

56
00:03:20,400 --> 00:03:22,034
SPIDER-MAN:
Nice try, Beets.

57
00:03:22,036 --> 00:03:24,570
What information
was so important
that he had to dump it?

58
00:03:24,572 --> 00:03:26,205
I'm guessing
once we decrypt it,

59
00:03:26,207 --> 00:03:28,307
it'll finally give us
Doc Ock's secret location.

60
00:03:28,309 --> 00:03:30,342
Code-breaking's
not my strong suit.

61
00:03:30,344 --> 00:03:32,811
But it is S.H.I.E.L.D.'s.
Come back with us.

62
00:03:32,813 --> 00:03:35,881
Really? I've always
wanted to see the Triskelion.

63
00:03:35,883 --> 00:03:36,982
Meet you there!

64
00:03:38,384 --> 00:03:41,220
Are you sure we should
give that amateur access?

65
00:03:41,222 --> 00:03:42,688
He'll see everything.

66
00:03:42,690 --> 00:03:45,157
All of our
secret agent stuff.

67
00:03:45,159 --> 00:03:46,658
He showed some
serious skill.

68
00:03:46,660 --> 00:03:49,094
Maybe we could recruit him
into S.H.I.E.L.D. Academy.

69
00:03:49,096 --> 00:03:50,896
Wouldn't that be awesome?

70
00:03:50,898 --> 00:03:55,367
(GROANS)
I'm supposed to be
Spidey's best bud,

71
00:03:55,369 --> 00:03:57,736
not Newbie McNewsome.

72
00:03:57,738 --> 00:04:01,340
DR. OCTOPUS:
Steal my symbiote back,
will you, Spider-Man?

73
00:04:01,342 --> 00:04:04,409
But you left behind
the tiniest sample.

74
00:04:04,411 --> 00:04:06,345
All I need...

75
00:04:06,347 --> 00:04:08,714
<i>Dr. Octavius,</i>
<i>Shocker and Boomerang</i>
<i>were captured</i>

76
00:04:08,716 --> 00:04:10,282
<i>before Hydra could</i>
<i>make contact.</i>

77
00:04:10,284 --> 00:04:12,251
<i>And we've lost communication</i>
<i>with Beetle.</i>

78
00:04:12,253 --> 00:04:14,419
I knew Beetle was useless.

79
00:04:14,421 --> 00:04:16,622
I'm losing all viable
recruits for the Six,

80
00:04:16,624 --> 00:04:19,057
thanks to
my most hated foe!

81
00:04:19,059 --> 00:04:23,762
But this, the web-crawler
will be unable to stop.

82
00:04:23,764 --> 00:04:28,233
It's "wall-crawler,"
is it not?

83
00:04:28,235 --> 00:04:30,369
Here to berate me
again, Zola?

84
00:04:30,371 --> 00:04:32,371
Not at all.

85
00:04:32,373 --> 00:04:36,541
Hydra greatly values
our partnership.

86
00:04:36,543 --> 00:04:39,044
Forgive me
if I'm skeptical.

87
00:04:39,046 --> 00:04:42,981
Last I recall,
I was wasting your time
and resources

88
00:04:42,983 --> 00:04:44,650
by chasing Spider-Man.

89
00:04:44,652 --> 00:04:48,086
We disagree only
about priorities.

90
00:04:48,088 --> 00:04:49,788
But to show our support,

91
00:04:49,790 --> 00:04:52,391
I'm assigning you
a new lab assistant.

92
00:04:52,393 --> 00:04:54,226
Dr. Michael Morbius.

93
00:04:54,228 --> 00:04:57,396
It's such an honor
to be working with
the great Otto Octavius.

94
00:04:57,398 --> 00:04:59,064
I've studied all your work.

95
00:04:59,066 --> 00:05:01,166
Hmph! Yes, as
well you should.

96
00:05:01,168 --> 00:05:04,102
Tell me, Doctor,
how do you keep neural
pathways stable

97
00:05:04,104 --> 00:05:07,306
while a symbiote's
genetic code
is being rewritten?

98
00:05:07,308 --> 00:05:12,444
Well! That question is
not nearly as ignorant
as I would have expected.

99
00:05:12,446 --> 00:05:14,513
Temperature serves as...

100
00:05:14,515 --> 00:05:16,481
But why tell you my secrets?

101
00:05:16,483 --> 00:05:19,284
I work alone. Remove
yourself from my lab.

102
00:05:19,286 --> 00:05:20,852
Hydra's lab.

103
00:05:20,854 --> 00:05:23,755
(CHUCKLES)
My eight-armed friend,

104
00:05:23,757 --> 00:05:27,793
you must accept
our complete support.

105
00:05:27,795 --> 00:05:31,697
(SIGHS)
Put on some gloves,
Dr. Morbius.

106
00:05:31,699 --> 00:05:34,533
If you are going to remain
here, spying for Zola,

107
00:05:34,535 --> 00:05:37,202
you may as well
make yourself useful.

108
00:05:37,204 --> 00:05:40,439
SPIDER-MAN: I was right.
Ock was tracking
Beetle's location.

109
00:05:40,441 --> 00:05:42,674
Now let's see if we can
turn that right back on him.

110
00:05:42,676 --> 00:05:45,377
Huh.
This mainframe's impressive.

111
00:05:45,379 --> 00:05:47,379
Nothing but the best
at S.H.I.E.L.D. Academy.

112
00:05:47,381 --> 00:05:49,448
While this routine's
breaking Ock's encryption,

113
00:05:49,450 --> 00:05:50,849
let me be
your campus tour guide.

114
00:05:52,385 --> 00:05:54,553
I never got a tour.

115
00:05:54,555 --> 00:05:56,388
SPIDER-MAN:
Holographic AV
and group interfaces

116
00:05:56,390 --> 00:05:59,157
in every classroom.
Just sayin'.

117
00:05:59,159 --> 00:06:01,226
Not bad!
(GASPS)

118
00:06:01,228 --> 00:06:04,596
Cool classrooms do not
make the teachers here
any less boring. Trust me.

119
00:06:05,998 --> 00:06:07,899
(GRUNTS)
Our training courses

120
00:06:07,901 --> 00:06:10,369
challenge the mind
and the body!

121
00:06:11,504 --> 00:06:13,572
(KLAXON SOUNDS)

122
00:06:13,574 --> 00:06:17,042
Yes! Beat my best time
by two-tenths. Nailed it!

123
00:06:17,044 --> 00:06:19,378
That's so cool!
It's okay,

124
00:06:19,380 --> 00:06:22,147
assuming the robots
don't malfunction
and try to kill you.

125
00:06:22,149 --> 00:06:24,015
That only happened,
like, one time.

126
00:06:24,017 --> 00:06:26,385
Or a dozen.
Let's check out the labs.

127
00:06:28,488 --> 00:06:32,557
Told ya.
These science labs are dinky
compared to Oscorp, I bet.

128
00:06:32,559 --> 00:06:35,494
Venom. Why are
you showing Harry
the storage closet?

129
00:06:35,496 --> 00:06:36,561
Come into the main lab.

130
00:06:36,563 --> 00:06:38,530
HARRY:
Whoa! Awesome!

131
00:06:38,532 --> 00:06:41,500
Good joke, Venom.
I thought you were serious.

132
00:06:41,502 --> 00:06:42,434
(GRUNTS)

133
00:06:42,436 --> 00:06:45,170
An exo-planetary
atmospheric analyzer?

134
00:06:45,172 --> 00:06:47,439
I thought these
were years away
from being ready.

135
00:06:47,441 --> 00:06:50,008
It's a prototype.
Seen enough?

136
00:06:50,010 --> 00:06:53,211
Yeah. Who do I have
to talk to about joining?
Nick Fury?

137
00:06:53,213 --> 00:06:57,215
Fury's not around right now.
He's on an undercover mission,
we hope.

138
00:06:57,217 --> 00:06:59,251
Then who's in charge
of the Academy?

139
00:06:59,253 --> 00:07:02,621
Well, I guess me, so,
you're in!

140
00:07:02,623 --> 00:07:04,423
(SARCASTICALLY)
Hooray.
(ALARM BLARING)

141
00:07:04,425 --> 00:07:07,225
Does that alarm go off
every time you get
a new recruit?

142
00:07:07,227 --> 00:07:09,628
No! It must
be an intruder!

143
00:07:13,266 --> 00:07:15,300
Okay. Be prepared
for anything.

144
00:07:15,302 --> 00:07:17,469
This could be Doc Ock,
or Arnim Zola, or...

145
00:07:18,971 --> 00:07:20,338
Ahhh!

146
00:07:22,909 --> 00:07:25,076
Norman Osborn,
the Iron Patriot?

147
00:07:25,078 --> 00:07:26,878
Dad, what are you
doing here?

148
00:07:26,880 --> 00:07:29,648
I checked the GPS tag
on the Patrioteer armor.

149
00:07:29,650 --> 00:07:33,485
Imagine my surprise
to find you at S.H.I.E.L.D.
headquarters.

150
00:07:33,487 --> 00:07:36,555
You're tracking me?
So much for treating me
like an adult.

151
00:07:36,557 --> 00:07:38,657
Busted, dude.
Guess you gotta go.

152
00:07:38,659 --> 00:07:42,127
Oh, well. It's been fun.
(CHUCKLES) Not.

153
00:07:42,129 --> 00:07:44,496
Wait. Harry found a file
on Beetle's armor

154
00:07:44,498 --> 00:07:46,498
that could lead us to
Doc Ock's secret location.

155
00:07:46,500 --> 00:07:48,600
Beetle? The super-villain?

156
00:07:48,602 --> 00:07:50,635
I gave you that armor
to protect you,

157
00:07:50,637 --> 00:07:53,638
not to fly into
dangerous situations.

158
00:07:53,640 --> 00:07:55,807
Oh, your dad's got
a really good point.

159
00:07:55,809 --> 00:07:58,343
Norman, if you could quit
stormin' for a second,

160
00:07:58,345 --> 00:08:00,979
weren't you the one
who decided to give
Harry the room he needed

161
00:08:00,981 --> 00:08:03,582
to become a hero?
I did.

162
00:08:03,584 --> 00:08:06,852
But remember,
I lost Harry before.
To the Venom symbiote.

163
00:08:06,854 --> 00:08:09,187
You couldn't know
what that's like.

164
00:08:09,189 --> 00:08:12,591
You can't give Harry
heavy ordnance and expect him
to sit out a fight.

165
00:08:12,593 --> 00:08:14,125
Not the way
he looks up to you.

166
00:08:14,127 --> 00:08:15,660
He's just a boy.

167
00:08:15,662 --> 00:08:17,829
And this is a school.
So let him train here.

168
00:08:17,831 --> 00:08:19,598
I'll personally
look after him.

169
00:08:19,600 --> 00:08:21,700
If you really want
to do this, Harry,

170
00:08:21,702 --> 00:08:23,635
promise me you'll be safe.

171
00:08:23,637 --> 00:08:26,071
Wait! What?
You're lettin' him join?

172
00:08:27,173 --> 00:08:29,541
Dad, not in front
of the guys.

173
00:08:29,543 --> 00:08:33,612
Spider-Man,
you're accountable
if anything happens.

174
00:08:33,614 --> 00:08:36,882
Taking care of my son is
a great responsibility.

175
00:08:36,884 --> 00:08:38,183
I'm good at those.

176
00:08:42,722 --> 00:08:44,089
(BEEPING)

177
00:08:45,491 --> 00:08:47,692
Boom!
A potential location.

178
00:08:47,694 --> 00:08:49,494
I'm thinking
a small team of,
oh, I don't know

179
00:08:49,496 --> 00:08:51,496
three handsome young heroes
should go scout it out.

180
00:08:51,498 --> 00:08:54,866
Agreed. It's time
for Doc Ock to get
a delivery of,

181
00:08:54,868 --> 00:08:59,371
(STAMMERS)
uh, from us,
of, of justice...

182
00:08:59,373 --> 00:09:02,340
How was that for hero-talk?
Was it lame?

183
00:09:02,342 --> 00:09:03,975
Yes.
Don't worry.

184
00:09:03,977 --> 00:09:05,877
Captain America teaches
a unit about it.

185
00:09:05,879 --> 00:09:08,914
Now let's go
and knock some Ock!

186
00:09:08,916 --> 00:09:11,216
Yeah, Venom
skipped that class.
(BEEPING)

187
00:09:11,717 --> 00:09:13,685
All right, guys.

188
00:09:13,687 --> 00:09:16,354
Ock prides himself on
being one step ahead of us.

189
00:09:16,356 --> 00:09:18,690
Let's show him
what it feels like
to be outsmarted.

190
00:09:18,692 --> 00:09:20,325
Web-Warriors, assemble.

191
00:09:26,899 --> 00:09:29,768
Hello, fellow bad guys.
I, I mean, hail.

192
00:09:29,770 --> 00:09:32,270
Hail Hydra!

193
00:09:32,272 --> 00:09:35,407
You know, cut off one thing,
then you have two things?

194
00:09:35,409 --> 00:09:36,575
Hydra!

195
00:09:40,780 --> 00:09:42,681
Come on. Ock's
around here somewhere.

196
00:09:42,683 --> 00:09:45,016
Yeah, I'm not sure this
is a mission for a newbie.

197
00:09:45,018 --> 00:09:47,586
We could be uncovering
a whole Hydra base.

198
00:09:54,460 --> 00:09:56,728
SPIDER-MAN: Hello,
secret entrance to Hydra lair.

199
00:09:56,730 --> 00:09:58,029
(GASPS)
See?

200
00:09:58,031 --> 00:09:59,764
If Doc Ock
finds out we're comin',

201
00:09:59,766 --> 00:10:02,033
it could get messy,
real quick.

202
00:10:02,035 --> 00:10:04,369
You're right, Venom.
We just came to scout.

203
00:10:04,371 --> 00:10:06,404
Let's call reinforcements
before...
(WHOOSHING)

204
00:10:06,406 --> 00:10:07,806
Harry?

205
00:10:07,808 --> 00:10:09,574
We're not done
scouting yet.

206
00:10:09,576 --> 00:10:11,543
There goes your
responsibility.

207
00:10:11,545 --> 00:10:13,111
You know,
if I remember right,

208
00:10:13,113 --> 00:10:15,747
one of us said
he was too green
to go on this mission.

209
00:10:15,749 --> 00:10:17,449
Hint, it was me.

210
00:10:17,451 --> 00:10:19,150
Harry can handle
more than you realize.

211
00:10:19,152 --> 00:10:22,253
I used to think
someone else on this team
was too green.

212
00:10:22,255 --> 00:10:25,190
Oh, really?
Who was it? Cho?

213
00:10:27,226 --> 00:10:28,627
GUARD: Halt!

214
00:10:28,629 --> 00:10:29,995
(SPIDER-MAN GRUNTS)

215
00:10:31,230 --> 00:10:32,797
(BOTH GRUNT)

216
00:10:33,799 --> 00:10:35,634
(GROANS)

217
00:10:35,636 --> 00:10:37,669
You still think
he can handle this?
(LAUGHING)

218
00:10:37,671 --> 00:10:39,771
Stealthiness
is an acquired skill.
Yeah!

219
00:10:39,773 --> 00:10:41,406
You're always
stickin' up for him.

220
00:10:41,408 --> 00:10:43,775
All of your mainframes
and computers,

221
00:10:43,777 --> 00:10:46,111
you guys are
two peas in a pot.

222
00:10:46,113 --> 00:10:48,747
You mean "pod."
But how cool is this?

223
00:10:48,749 --> 00:10:50,682
I'm on a spy mission
with my best friend.

224
00:10:50,684 --> 00:10:53,351
Even though
he doesn't know it's me,
still kinda counts.

225
00:10:53,353 --> 00:10:57,822
(SIGHS) Must be great
to have your best bud
of all time around.

226
00:10:59,492 --> 00:11:01,159
Uh, Venom?

227
00:11:03,796 --> 00:11:06,798
DR. OCTOPUS: Oh, bah!
This is infuriating!

228
00:11:06,800 --> 00:11:08,033
I must succeed!

229
00:11:08,035 --> 00:11:10,135
Um, I'm sure
you've considered

230
00:11:10,137 --> 00:11:12,137
a ten-nanosecond
intron pulse

231
00:11:12,139 --> 00:11:14,472
rather than
a steady stream?
Of course.

232
00:11:14,474 --> 00:11:16,608
That would induce
a refractory phase
in the cells

233
00:11:16,610 --> 00:11:18,677
and better absorb
the energy.

234
00:11:18,679 --> 00:11:20,145
DR. MORBIUS:
It seems upset.

235
00:11:20,147 --> 00:11:21,980
Hmm. They always do.

236
00:11:21,982 --> 00:11:24,883
The change can be
unsettling.

237
00:11:24,885 --> 00:11:26,818
Doctor, we did it!

238
00:11:26,820 --> 00:11:28,987
At last. Success!

239
00:11:28,989 --> 00:11:32,223
Morbius, your very minor
contribution has been noted.

240
00:11:32,225 --> 00:11:33,858
You're too kind.

241
00:11:33,860 --> 00:11:38,129
But we didn't do it.
The great Otto Octavius did.

242
00:11:38,131 --> 00:11:39,798
Oh, uh,
of course, Doctor.

243
00:11:39,800 --> 00:11:41,833
You say jump,
I'll ask how...

244
00:11:41,835 --> 00:11:44,202
Did you see that?

245
00:11:44,204 --> 00:11:46,805
DR. OCTOPUS: Jump. Go flat.

246
00:11:46,807 --> 00:11:49,040
It's responding
to commands.

247
00:11:49,042 --> 00:11:51,643
Flip. Fight.

248
00:11:53,846 --> 00:11:59,317
This newly enhanced symbiote
will finally bring about
Spider-Man's downfall.

249
00:11:59,319 --> 00:12:01,853
PATRIOTEER: Sounds like
that thing's designed
to target you, Spidey.

250
00:12:01,855 --> 00:12:03,888
Better let me
take the lead.
AGENT VENOM: Shh!

251
00:12:03,890 --> 00:12:07,325
If anybody's protecting
Spidey, it's me.

252
00:12:07,327 --> 00:12:10,562
You're both really good, guys,
but stop talking before...

253
00:12:10,564 --> 00:12:12,063
Ahhh!

254
00:12:12,065 --> 00:12:13,398
Remember
the good old days,

255
00:12:13,400 --> 00:12:15,066
when this was just
a scouting trip?

256
00:12:15,068 --> 00:12:17,936
(WHIMPERS)
Guards! Guards!

257
00:12:17,938 --> 00:12:22,006
Remain calm, Morbius.
This is not
altogether unforeseen.

258
00:12:22,908 --> 00:12:24,275
Attack, my pet!

259
00:12:27,747 --> 00:12:29,848
Get back, Spidey.
I'll protect you.

260
00:12:29,850 --> 00:12:32,884
(GRUNTS)
No chance, Osborn!

261
00:12:32,886 --> 00:12:34,953
What sweet irony.

262
00:12:34,955 --> 00:12:37,922
You feel you must
defend Spider-Man?

263
00:12:37,924 --> 00:12:39,924
(LAUGHING)

264
00:12:39,926 --> 00:12:43,228
The new symbiote
isn't targeting him.

265
00:12:43,230 --> 00:12:44,929
Huh? It isn't?

266
00:12:44,931 --> 00:12:47,298
(GRUNTS)
It attacks other symbiotes!

267
00:12:48,534 --> 00:12:49,968
(GROANS)

268
00:12:51,403 --> 00:12:52,604
(GRUNTS)

269
00:12:53,072 --> 00:12:54,472
(GROANING)

270
00:12:54,474 --> 00:12:56,441
(STRAINING)
What's it doing to him?

271
00:12:56,443 --> 00:12:57,809
DR. OCTOPUS:
It is purging him.

272
00:12:57,811 --> 00:13:01,246
How does it feel to watch
your dear friend suffer?

273
00:13:01,248 --> 00:13:03,882
(GROANING)
You hear that?

274
00:13:03,884 --> 00:13:06,184
He called me
"Spidey's dear friend."

275
00:13:08,220 --> 00:13:10,655
Patrioteer,
a little help here?

276
00:13:10,657 --> 00:13:13,792
But... I can't.
The symbiote...

277
00:13:13,794 --> 00:13:16,494
It once took me over.

278
00:13:16,496 --> 00:13:17,796
(STRAINING)

279
00:13:17,798 --> 00:13:19,330
(ROARING)

280
00:13:19,332 --> 00:13:21,299
Keep, keep it
away from me!

281
00:13:23,002 --> 00:13:24,669
Oh, I see.

282
00:13:24,671 --> 00:13:26,738
Norman's brat son.

283
00:13:26,740 --> 00:13:30,575
Yes, you would be good
fodder for the symbiote.

284
00:13:30,577 --> 00:13:31,810
(GASPS)

285
00:13:31,812 --> 00:13:34,579
(YELLS)
No! Enough, Ock!

286
00:13:36,482 --> 00:13:39,984
My father, my friends,
leave us all alone!

287
00:13:39,986 --> 00:13:41,052
(GRUNTS)

288
00:13:42,188 --> 00:13:43,888
(VENOM ROARING)

289
00:13:46,759 --> 00:13:48,626
This thing's as strong
as the original!

290
00:13:48,628 --> 00:13:51,796
(GRUNTS)
And toxic to
the first symbiote.

291
00:13:51,798 --> 00:13:54,032
Behold, the Anti-Venom.

292
00:13:54,034 --> 00:13:57,602
Take a hint, Anti-Venom.
Agent Venom doesn't want
to be your friend.

293
00:13:57,604 --> 00:13:59,370
It might have something
to do with your name.

294
00:13:59,372 --> 00:14:01,339
You won't let it
have Venom?
(GRUNTS)

295
00:14:01,341 --> 00:14:03,942
Then I'll give it
something else!

296
00:14:03,944 --> 00:14:07,178
Every symbiote needs
a perfect bonding partner.

297
00:14:07,180 --> 00:14:10,048
Who better than
the original host?

298
00:14:10,616 --> 00:14:13,017
(GRUNTS) Not again!

299
00:14:13,019 --> 00:14:15,687
Fight back, Harry!
You're a hero now!

300
00:14:15,689 --> 00:14:16,888
(GRUNTS)

301
00:14:16,890 --> 00:14:19,357
That's right!
Not gonna happen!

302
00:14:19,359 --> 00:14:21,426
(WHIMPERS) No!

303
00:14:22,194 --> 00:14:24,295
Spider-Man! Help me!

304
00:14:29,635 --> 00:14:31,669
Harry! Harry,
are you okay?

305
00:14:31,671 --> 00:14:33,805
(ROARING)

306
00:14:33,807 --> 00:14:35,807
Not the answer
I was hoping for.

307
00:14:37,343 --> 00:14:38,743
(ROARING)

308
00:14:40,012 --> 00:14:40,912
Harry, stop!

309
00:14:42,915 --> 00:14:45,083
(ROARS)

310
00:14:45,085 --> 00:14:47,151
You've got to fight off
the Anti-Venom!

311
00:14:47,920 --> 00:14:50,021
(GRUNTS)
(GROWLING)

312
00:14:50,023 --> 00:14:51,089
Ahhh!

313
00:14:51,824 --> 00:14:52,891
(GROANS)

314
00:14:54,193 --> 00:14:55,660
(VENOM SNARLS)

315
00:14:56,929 --> 00:14:58,730
(ROARS)

316
00:14:58,732 --> 00:15:01,065
(DR. OCTOPUS LAUGHING)

317
00:15:01,067 --> 00:15:03,501
It's going for
the parent symbiote.

318
00:15:03,503 --> 00:15:04,736
(GROWLS)

319
00:15:07,239 --> 00:15:08,339
(GROANING)

320
00:15:11,110 --> 00:15:14,712
Venom, Harry!
You're both my friends!
You've gotta get control!

321
00:15:14,714 --> 00:15:16,514
(GRUNTING)
Don't tell me!

322
00:15:16,516 --> 00:15:18,449
Tell him!

323
00:15:18,451 --> 00:15:20,251
Anti-Venom's physical being

324
00:15:20,253 --> 00:15:22,520
is violently opposed
to that of Venom.

325
00:15:22,522 --> 00:15:26,224
A perfect tool, specifically
designed to annihilate him.

326
00:15:26,226 --> 00:15:27,959
So he probably can't hurt me.

327
00:15:27,961 --> 00:15:29,027
Thanks for the tip, Ock.

328
00:15:29,795 --> 00:15:30,929
(YELLS)

329
00:15:30,931 --> 00:15:32,196
(SCREAMING)

330
00:15:32,198 --> 00:15:33,531
(GROANS)

331
00:15:34,800 --> 00:15:36,701
(GROANS)
(GROWLS)

332
00:15:37,136 --> 00:15:38,603
(GROANS)

333
00:15:38,605 --> 00:15:41,139
Okay. I guess he can
still hurt me a little.

334
00:15:43,976 --> 00:15:47,378
(GRUNTS)
Get off my bro!

335
00:15:48,814 --> 00:15:51,816
Let my creations
battle for supremacy.

336
00:15:51,818 --> 00:15:53,651
And when Anti-Venom wins,

337
00:15:53,653 --> 00:15:55,954
he shall join
my Sinister Six!

338
00:15:55,956 --> 00:15:57,488
Enough with
the pestering, Ock.

339
00:15:57,490 --> 00:15:58,990
Can't you see I'm busy here?

340
00:16:02,127 --> 00:16:03,194
(GROANS)

341
00:16:08,600 --> 00:16:09,834
(YELLS)

342
00:16:15,407 --> 00:16:17,075
(GRUNTS)

343
00:16:18,143 --> 00:16:20,178
Venom, buddy!
Talk to me!

344
00:16:20,180 --> 00:16:21,980
(GRUNTS)
Behind you!

345
00:16:23,849 --> 00:16:24,916
(GRUNTS)

346
00:16:26,018 --> 00:16:28,453
Now am I pestering you,
Spider?

347
00:16:28,455 --> 00:16:29,620
(SQUEALS)

348
00:16:29,622 --> 00:16:30,822
(SPIDER-MAN GRUNTS)

349
00:16:31,657 --> 00:16:33,224
What about now?

350
00:16:34,426 --> 00:16:35,760
(YELLS)

351
00:16:38,030 --> 00:16:39,931
(GROWLING)
(GROANS)

352
00:16:42,001 --> 00:16:43,034
(GROANS)

353
00:16:48,874 --> 00:16:50,541
(ROARS)

354
00:16:51,844 --> 00:16:53,211
(DR. OCTOPUS CHUCKLING)

355
00:16:56,048 --> 00:16:58,182
(GRUNTS)
Ahhh!

356
00:16:58,184 --> 00:16:59,517
(GRUNTING)

357
00:17:00,953 --> 00:17:03,054
Venom, we got
to get you out of here.

358
00:17:03,989 --> 00:17:05,123
(GRUNTS)

359
00:17:05,125 --> 00:17:06,190
(GRUNTS)

360
00:17:07,126 --> 00:17:08,693
(GROWLING)

361
00:17:08,695 --> 00:17:09,894
Whoa!

362
00:17:13,165 --> 00:17:14,265
(GRUNTS)

363
00:17:16,168 --> 00:17:17,235
(GROANS)

364
00:17:19,538 --> 00:17:21,105
SPIDER-MAN:
Oh, come on!

365
00:17:22,474 --> 00:17:24,075
(SPIDER-MAN SCREAMS)

366
00:17:26,145 --> 00:17:27,311
Harry!

367
00:17:28,881 --> 00:17:30,248
Hold him, my pet.

368
00:17:30,250 --> 00:17:33,918
Spider-Man, your precious
Agent Venom is done for.

369
00:17:33,920 --> 00:17:36,287
Now I can dispose of you.

370
00:17:40,159 --> 00:17:43,728
You let me go. I knew
there was still good in...

371
00:17:43,730 --> 00:17:45,763
Never mind. Huh?
(CLANG)

372
00:17:50,736 --> 00:17:53,404
Thanks for joining us, Norman.
And not a minute too soon.

373
00:17:53,406 --> 00:17:55,907
The auto-distress alarm
in Patrioteer's armor

374
00:17:55,909 --> 00:17:57,842
signaled
a catastrophic failure.

375
00:17:57,844 --> 00:17:59,243
Where's my son?

376
00:17:59,245 --> 00:18:02,513
Uh, he's kind of inside
one of Ock's symbiotes.

377
00:18:02,515 --> 00:18:05,116
I'm sorry?
(GROWLING)

378
00:18:05,118 --> 00:18:08,186
We'll discuss this
when the situation is stable.

379
00:18:08,188 --> 00:18:10,855
Maybe one of Anti-Venom's
creators can pull Harry out.

380
00:18:10,857 --> 00:18:13,257
You keep him from
hurting anyone else.
I'll get Morbius.

381
00:18:13,259 --> 00:18:14,659
(ANTI-VENOM GROWLING)
(GRUNTS)

382
00:18:20,265 --> 00:18:23,201
Listen to me, son.
You must try to control it.

383
00:18:23,203 --> 00:18:24,869
Do you hear me?

384
00:18:27,372 --> 00:18:28,906
(LAUGHING)

385
00:18:28,908 --> 00:18:31,275
Oh, Norman. Do you see?

386
00:18:31,277 --> 00:18:34,312
In the end, I got
your son after all.

387
00:18:35,581 --> 00:18:38,683
Octavius, it's always you!

388
00:18:41,753 --> 00:18:43,721
Hey, I just remembered
something I gotta do.

389
00:18:43,723 --> 00:18:45,123
Stay alive!

390
00:18:45,991 --> 00:18:47,158
(YELLS)

391
00:18:49,428 --> 00:18:51,195
(SCREAMING)

392
00:18:55,167 --> 00:18:56,234
(YELLS)

393
00:18:58,337 --> 00:18:59,804
Morbius! I'm gonna...

394
00:18:59,806 --> 00:19:01,739
Wait, wait, wait.
I'll tell you everything!
Jeez.

395
00:19:01,741 --> 00:19:03,074
Let me finish the threat.

396
00:19:03,076 --> 00:19:04,976
The Anti-Venom can't
be stopped or altered,

397
00:19:04,978 --> 00:19:07,245
only inhibited in
a level 4 or 5 cadmium device

398
00:19:07,247 --> 00:19:09,013
with positive ion flow.
Don't hurt me!

399
00:19:09,015 --> 00:19:11,082
Specialized inhibitor, huh?

400
00:19:11,084 --> 00:19:12,650
Time to make
a trip to the lab.

401
00:19:18,323 --> 00:19:20,791
One Anti-Venom inhibitor unit
coming right up.

402
00:19:20,793 --> 00:19:21,859
(IRON PATRIOT GRUNTS)

403
00:19:24,363 --> 00:19:25,763
Ahhh!

404
00:19:26,765 --> 00:19:29,333
Tell me you have
a way to fix this.

405
00:19:29,335 --> 00:19:31,169
Well, that depends on
how you define "fix."

406
00:19:31,171 --> 00:19:33,070
Charge this up
with positive ions.

407
00:19:35,440 --> 00:19:37,542
(STRAINING)
Harry,

408
00:19:37,544 --> 00:19:42,046
you are the worst friend.

409
00:19:42,048 --> 00:19:45,449
(YELLS)
I'm sorry, Harry,
but this is for your own good.

410
00:19:46,518 --> 00:19:47,919
(SHRIEKING)

411
00:19:53,058 --> 00:19:55,326
Venom?
(GRUNTS) Spidey.

412
00:19:55,328 --> 00:19:59,096
Awesome bros
before evil foes.

413
00:19:59,698 --> 00:20:02,066
Venom! Flash!

414
00:20:02,068 --> 00:20:03,367
Come on.

415
00:20:03,369 --> 00:20:05,369
We'll get you out of here.
Follow me, Norman.

416
00:20:06,905 --> 00:20:08,072
Harry.

417
00:20:13,312 --> 00:20:14,645
(DR. OCTOPUS GRUNTS)

418
00:20:16,915 --> 00:20:19,517
It wasn't my fault, sir.
Spider-Man threatened me.

419
00:20:19,519 --> 00:20:20,885
He's vicious.

420
00:20:20,887 --> 00:20:23,888
No need to apologize,
Dr. Morbius.

421
00:20:23,890 --> 00:20:26,357
All has fallen into place.

422
00:20:26,359 --> 00:20:30,728
Otto Octavius will
always be one step ahead.

423
00:20:33,999 --> 00:20:37,401
Agent Venom is stable,
but that's all I can do
for now.

424
00:20:37,403 --> 00:20:39,437
It might be weeks
before he'll recover.

425
00:20:39,439 --> 00:20:41,038
I know you'll wake up soon.

426
00:20:41,040 --> 00:20:42,573
My best bud wouldn't
leave me hanging,

427
00:20:42,575 --> 00:20:44,442
not with Doc Ock
still out there.

428
00:20:48,380 --> 00:20:50,281
What are the odds
of his recovery?

429
00:20:50,283 --> 00:20:53,184
We don't know.
But he has strong life signs.

430
00:20:53,186 --> 00:20:54,752
There's reason to hope.

431
00:20:54,754 --> 00:20:56,087
(SIGHS)

432
00:20:56,089 --> 00:20:58,289
I'm the one that let
Harry go on the mission,

433
00:20:58,291 --> 00:21:01,025
after I promised
to keep him safe.

434
00:21:01,027 --> 00:21:03,394
My two best friends
are paying for it.

435
00:21:03,396 --> 00:21:04,328
I'll fix this.

436
00:21:05,030 --> 00:21:07,298
You'd better.

437
00:21:14,273 --> 00:21:17,441
Ugh. I've never seen
Norman that intense.

438
00:21:17,443 --> 00:21:19,910
And remember,
he was once the Goblin.

439
00:21:19,912 --> 00:21:22,713
But I don't blame him
for being upset.

440
00:21:22,715 --> 00:21:25,316
Attacking me
through my friends?

441
00:21:25,318 --> 00:21:27,251
Not the greatest idea, Ock.

442
00:21:27,253 --> 00:21:29,887
The Web-Warriors
have to take you down,

443
00:21:29,889 --> 00:21:31,622
before it's too late.