1
00:00:01,601 --> 00:00:02,835
SPIDER-MAN: Seriously, MJ.
2
00:00:02,837 --> 00:00:05,170
I'm really sorry I haven't
had much time lately.
3
00:00:05,172 --> 00:00:07,206
It's complicated.
4
00:00:07,208 --> 00:00:09,108
You're in a special
science-immersion school.
5
00:00:09,110 --> 00:00:10,609
Of course it's complicated.
6
00:00:10,611 --> 00:00:13,012
That's a huge opportunity
for you, Pete.
7
00:00:13,014 --> 00:00:15,814
But Midtown High hasn't been
the same since you left.
8
00:00:15,816 --> 00:00:18,717
Especially with what
happened to Harry.
9
00:00:18,719 --> 00:00:20,219
How's he holding up?
10
00:00:20,221 --> 00:00:22,121
Life-signs are stable,
11
00:00:22,123 --> 00:00:24,456
but it's like he's
in complete hibernation.
12
00:00:24,458 --> 00:00:27,226
Whatever this infection is,
it's not letting him go.
13
00:00:27,228 --> 00:00:29,028
You should really
come visit Harry.
14
00:00:29,030 --> 00:00:30,162
And me.
15
00:00:30,164 --> 00:00:32,664
I will. First chance I get.
16
00:00:32,666 --> 00:00:34,033
It's been good
to hear your voice.
17
00:00:34,035 --> 00:00:35,534
You have no idea.
18
00:00:37,170 --> 00:00:40,172
Seeing Harry like that
can't be easy for Mary Jane.
19
00:00:40,174 --> 00:00:41,373
It's not easy for me,
and crazy stuff
20
00:00:41,375 --> 00:00:43,709
is pretty much standard
for my life.
21
00:00:43,711 --> 00:00:46,011
SPIDER-MAN: MJ doesn't
know the half of it.
22
00:00:46,013 --> 00:00:49,048
The Anti-Venom symbiote
that attacked Harry
was Hydra's creation.
23
00:00:49,050 --> 00:00:50,315
(ROARS)
24
00:00:50,317 --> 00:00:51,917
And in the process
of stopping them,
25
00:00:51,919 --> 00:00:54,153
Agent Venom got knocked
out of commission.
26
00:00:54,155 --> 00:00:57,156
Add to that, Ock almost
destroyed the Triskelion,
27
00:00:57,158 --> 00:01:00,192
and Scarlet Spider sacrificed
himself to save New York.
28
00:01:02,195 --> 00:01:04,329
All-in-all,
I've had better months.
29
00:01:04,331 --> 00:01:06,131
I could really
use some good news.
30
00:01:07,367 --> 00:01:09,101
FLASH: Yes!
31
00:01:09,103 --> 00:01:10,769
What's with
all the "yessing"?
32
00:01:10,771 --> 00:01:12,237
We're back in business!
33
00:01:12,239 --> 00:01:15,207
(GROANS AND SIGHS)
34
00:01:15,209 --> 00:01:17,776
It seems the symbiote
has fully recovered
35
00:01:17,778 --> 00:01:20,779
from your battle
with Anti-Venom, Flash.
36
00:01:20,781 --> 00:01:23,715
Your own body,
on the other hand, hasn't.
37
00:01:23,717 --> 00:01:25,717
There's more to me
than just me.
38
00:01:25,719 --> 00:01:28,220
If Venom's off
the disabled list, then...
39
00:01:28,222 --> 00:01:29,588
(GROANS)
40
00:01:29,590 --> 00:01:30,756
(GRUNTS)
41
00:01:31,724 --> 00:01:33,025
So am I!
42
00:01:33,027 --> 00:01:35,227
See, good as new!
43
00:01:35,229 --> 00:01:36,295
(GRUNTS)
44
00:01:39,199 --> 00:01:41,767
It's not like we built doors
on this place or anything.
45
00:01:41,769 --> 00:01:43,168
(SIGHS)
I'll get him.
46
00:01:47,207 --> 00:01:49,441
Oh, yeah!
47
00:01:49,443 --> 00:01:52,144
SPIDER-MAN: Uh, Venom,
maybe we should slow up.
(GRUNTING)
48
00:01:52,146 --> 00:01:53,979
You know, baby steps?
49
00:01:56,950 --> 00:01:58,317
(GROANS)
50
00:01:58,319 --> 00:02:00,385
Baby steps
are for babies.
51
00:02:00,387 --> 00:02:01,453
Uh-oh!
52
00:02:01,455 --> 00:02:02,521
(GROANS)
53
00:02:03,423 --> 00:02:04,990
Flash, you okay?
54
00:02:04,992 --> 00:02:06,125
(GROANS)
55
00:02:06,127 --> 00:02:08,927
I'm awesome. (LAUGHS)
56
00:02:08,929 --> 00:02:11,463
Don't worry,
this is just a joyride.
57
00:02:11,465 --> 00:02:14,233
It's not like we're taking on
a super-villain or something.
58
00:02:14,235 --> 00:02:15,334
Look out!
59
00:02:15,336 --> 00:02:17,536
(BOTH GRUNTING)
60
00:02:19,305 --> 00:02:21,206
SPIDER-MAN:
"No super-villain," huh?
61
00:02:23,910 --> 00:02:25,844
You had to
say that out loud.
62
00:02:37,157 --> 00:02:38,190
Get under cover, Venom!
63
00:02:38,192 --> 00:02:39,258
(GRUNTING)
64
00:02:40,527 --> 00:02:41,994
Whoa!
65
00:02:43,163 --> 00:02:44,263
Dr. Morbius?
66
00:02:44,265 --> 00:02:46,331
Ock's timid lab assistant?
67
00:02:46,333 --> 00:02:48,567
Wow! Someone's broke out
of their shell.
68
00:02:51,104 --> 00:02:52,471
The last time
we saw this guy,
69
00:02:52,473 --> 00:02:54,206
he was helping Ock create
the Anti-Venom
70
00:02:54,208 --> 00:02:55,941
that took out Flash.
71
00:02:55,943 --> 00:02:58,110
So we don't exactly have
the best history together.
72
00:02:58,112 --> 00:03:01,146
And it looks like he's
gotten a few Hydra-themed
upgrades since then,
73
00:03:01,148 --> 00:03:02,848
judging by
the tentaskull motif.
74
00:03:04,484 --> 00:03:05,717
Whoa!
75
00:03:06,386 --> 00:03:07,853
Spidey!
76
00:03:07,855 --> 00:03:10,222
Venom, get outta here!
You're not ready!
77
00:03:10,224 --> 00:03:14,026
Whoa!
Oh no, I ain't letting
this clown escape
78
00:03:14,028 --> 00:03:15,727
after what he did to me!
79
00:03:15,729 --> 00:03:17,729
(GROANS)
Should have blocked that.
80
00:03:17,731 --> 00:03:19,198
(GROANING)
81
00:03:19,200 --> 00:03:20,332
Venom!
82
00:03:20,334 --> 00:03:21,466
(GROANING)
83
00:03:22,902 --> 00:03:24,903
Morbey! (CHUCKLES)
Morb-ster!
84
00:03:24,905 --> 00:03:26,872
Where'd you get all
the fancy new toys?
85
00:03:27,407 --> 00:03:29,208
(GROANS)
86
00:03:29,210 --> 00:03:31,643
Didn't Hydra go off the grid
when we sank Hydra Island?
87
00:03:32,378 --> 00:03:33,412
(GROANING)
88
00:03:36,849 --> 00:03:39,651
Fool! With Hydra,
destroy one head...
89
00:03:39,653 --> 00:03:41,820
SPIDER-MAN: (GRUNTS)
Yeah, yeah. You guys,
90
00:03:41,822 --> 00:03:43,388
always with the heads!
91
00:03:43,390 --> 00:03:45,924
(CRUMBLING)
Uh-oh!
92
00:03:45,926 --> 00:03:48,760
SPIDER-MAN: Enough webbing
should hold it together.
93
00:03:49,229 --> 00:03:52,097
(GROANING)
94
00:03:54,167 --> 00:03:57,169
Venom! Stop the roof
from collapsing!
95
00:03:57,171 --> 00:03:58,604
(GROANING)
96
00:03:58,606 --> 00:04:02,007
I can't do it.
I can't move!
97
00:04:02,442 --> 00:04:04,376
(CRUMBLING)
98
00:04:04,378 --> 00:04:05,744
'Scuze me, Morby.
99
00:04:05,746 --> 00:04:07,246
(GROANS)
100
00:04:08,014 --> 00:04:09,748
(CRUMBLING)
101
00:04:09,750 --> 00:04:11,183
It's not too late.
102
00:04:15,421 --> 00:04:17,189
(SCREAMING)
(GRUNTS)
103
00:04:17,191 --> 00:04:18,423
Sorry!
(SCREAMING CONTINUES)
104
00:04:18,425 --> 00:04:21,059
Accidentally dropped this!
105
00:04:21,061 --> 00:04:23,262
Come on, symbiote.
106
00:04:23,264 --> 00:04:25,197
(GRUNTS) Come on!
107
00:04:28,034 --> 00:04:29,868
(GROANING)
108
00:04:35,074 --> 00:04:36,275
(GRUNTS)
109
00:04:36,277 --> 00:04:37,843
Get away from him!
110
00:04:39,545 --> 00:04:40,979
(VENOM GROANS)
111
00:04:42,382 --> 00:04:44,049
You were right, Spidey.
112
00:04:44,051 --> 00:04:47,252
People were in trouble,
and I couldn't do anything.
113
00:04:47,254 --> 00:04:49,621
It's like the symbiote
got scared.
114
00:04:49,623 --> 00:04:51,323
Or maybe I did.
115
00:04:51,325 --> 00:04:53,225
It's not your fault.
116
00:04:53,227 --> 00:04:55,327
(GRUNTS) It is.
117
00:04:55,329 --> 00:04:58,430
I put everyone in danger
by coming out here.
118
00:04:58,432 --> 00:05:00,198
(GRUNTS)
119
00:05:00,200 --> 00:05:02,668
Morbius was after the Venom
suit and got a piece of it.
120
00:05:02,670 --> 00:05:04,603
I can feel it missing.
121
00:05:04,605 --> 00:05:07,005
The symbiote wants
to be all together.
122
00:05:07,007 --> 00:05:09,241
Come on, let's get
you back to HQ.
123
00:05:09,243 --> 00:05:11,009
I bet there's
a game of...
124
00:05:11,011 --> 00:05:13,478
Sports on. Baseball?
125
00:05:13,480 --> 00:05:15,347
It's hockey season.
126
00:05:15,349 --> 00:05:16,682
I knew that.
127
00:05:25,925 --> 00:05:28,427
I see you made it back
in one piece.
128
00:05:28,429 --> 00:05:31,363
Don't sound so surprised,
Dr. Octopus.
129
00:05:31,365 --> 00:05:33,098
Or so disappointed.
130
00:05:33,100 --> 00:05:36,968
After all, we cannot
trust you to leave the lab.
131
00:05:36,970 --> 00:05:38,670
(SCOFFS)
(BEEPING)
132
00:05:38,672 --> 00:05:41,973
Crossbones.
The symbiote sample.
133
00:05:41,975 --> 00:05:44,376
I'm following Arnim Zola's
wishes in his absence,
134
00:05:44,378 --> 00:05:45,644
just like I promised.
135
00:05:45,646 --> 00:05:48,613
So you got the symbiote.
Big deal.
136
00:05:48,615 --> 00:05:51,283
I want you to show me
what you can do with it.
137
00:05:51,285 --> 00:05:54,386
Still, impressed you
pulled off what Ock couldn't.
138
00:05:54,854 --> 00:05:56,321
(SNARLS)
139
00:05:56,323 --> 00:05:58,290
This is only the beginning,
I assure you.
140
00:05:58,292 --> 00:06:00,459
With the help of
my new lab assistant,
141
00:06:00,461 --> 00:06:02,861
I will create a weaponized
armor for Hydra,
142
00:06:02,863 --> 00:06:05,063
the likes of which
no one has ever seen.
143
00:06:05,065 --> 00:06:08,567
"Lab assistant,"
you pompous ingrate?
144
00:06:08,569 --> 00:06:11,370
I am one of the greatest
minds on the planet.
145
00:06:11,372 --> 00:06:14,639
CROSSBONES: Yeah,
and we watched you
waste that brainpower,
146
00:06:14,641 --> 00:06:16,341
obsessed with Spider-Man.
147
00:06:16,343 --> 00:06:19,411
Remember, Ock, since
Zola and Hydra Island
148
00:06:19,413 --> 00:06:21,246
sunk to the bottom
of the ocean,
149
00:06:21,248 --> 00:06:23,148
I'm in charge around here.
150
00:06:23,150 --> 00:06:25,183
Let's just say,
151
00:06:25,185 --> 00:06:28,220
you're lucky Morbius
needs you alive to
finish his experiment.
152
00:06:30,990 --> 00:06:33,091
You have the advantage now.
153
00:06:33,093 --> 00:06:36,528
But only I know Spider-Man's
greatest secret.
154
00:06:36,530 --> 00:06:39,431
Oh, it's only
a matter of time.
155
00:06:41,401 --> 00:06:44,269
VENOM: Maybe I just
need to put some
practice time in,
156
00:06:44,271 --> 00:06:47,239
run a few scrimmages,
get back in game-shape.
157
00:06:47,241 --> 00:06:49,441
SPIDER-MAN: Yeah,
that sounds like a good...
Whoa!
158
00:06:49,443 --> 00:06:51,743
Plan? Uh, Flash?
159
00:06:51,745 --> 00:06:53,211
Scrimmages this way.
(VENOM GROANING)
160
00:06:53,213 --> 00:06:54,780
Hey! What?
161
00:06:54,782 --> 00:06:56,581
I can't control it!
162
00:06:56,583 --> 00:06:59,184
Come on, symbiote,
what are you doing here!
163
00:06:59,186 --> 00:07:02,120
We're friends! Help!
164
00:07:02,122 --> 00:07:04,122
Oh, boy.
This can't be good.
165
00:07:09,796 --> 00:07:11,596
Do you have
the nutrient ready?
166
00:07:11,598 --> 00:07:14,533
I increased the lipid
concentration to stabilize
167
00:07:14,535 --> 00:07:18,103
the rate of
enzymatic reaction
that you insisted upon.
168
00:07:18,105 --> 00:07:19,938
Excellent. See?
169
00:07:19,940 --> 00:07:22,040
I knew you would prove
yourself useful.
170
00:07:22,042 --> 00:07:23,809
Of all your previous work,
171
00:07:23,811 --> 00:07:25,610
this will be the
greatest achievement
172
00:07:25,612 --> 00:07:27,446
you will ever
be associated with.
173
00:07:28,581 --> 00:07:30,282
(SCOFFS)
174
00:07:31,717 --> 00:07:34,486
Oh, we'll see about that.
175
00:07:34,488 --> 00:07:36,721
(SIZZLING)
176
00:07:45,898 --> 00:07:47,466
(ENERGY PULSES)
177
00:07:51,804 --> 00:07:54,239
The procedure is working.
178
00:07:54,241 --> 00:07:55,974
Flash, this is nuts!
(GROANING)
179
00:07:55,976 --> 00:07:57,676
Even more nuts
than Squirrel Girl!
180
00:07:57,678 --> 00:07:59,244
(GROANING)
I got an idea.
181
00:07:59,246 --> 00:08:00,612
Let's turn around
and go home!
182
00:08:00,614 --> 00:08:02,113
I can't!
183
00:08:02,115 --> 00:08:04,950
It's calling us.
It's a part of us.
184
00:08:04,952 --> 00:08:08,086
What are you talking about?
Wait... Morbius.
185
00:08:08,088 --> 00:08:10,689
You can sense the sample
of the symbiote he stole
from you.
186
00:08:10,691 --> 00:08:12,691
Which means...
Flash!
187
00:08:12,693 --> 00:08:14,693
The symbiote's
leading us to Hydra.
188
00:08:14,695 --> 00:08:16,394
You're not ready for this.
189
00:08:17,964 --> 00:08:20,165
I'm not in control.
190
00:08:20,167 --> 00:08:23,168
I told you that, like,
three times already.
191
00:08:23,170 --> 00:08:25,036
Okay, then I got an idea.
192
00:08:25,605 --> 00:08:26,705
(GRUNTS)
193
00:08:27,673 --> 00:08:28,974
(YELLS)
Really?
194
00:08:28,976 --> 00:08:30,442
Sorry!
195
00:08:31,544 --> 00:08:33,178
It's glorious.
196
00:08:33,180 --> 00:08:36,381
The other symbiotes,
Venom, Anti-Venom,
197
00:08:36,383 --> 00:08:38,884
all stepping stones to this.
198
00:08:38,886 --> 00:08:42,387
You are witnessing the birth
of the perfect weapon.
199
00:08:42,389 --> 00:08:44,523
We shall see.
200
00:08:44,525 --> 00:08:47,626
Well, one of us
will anyway.
201
00:08:47,628 --> 00:08:49,561
I'm afraid now that
we're successful,
202
00:08:49,563 --> 00:08:51,696
your role in this
little production
203
00:08:51,698 --> 00:08:53,265
is finally at an end.
204
00:08:53,900 --> 00:08:55,100
(BEEPS)
205
00:08:56,402 --> 00:08:58,169
Huh?
206
00:08:58,171 --> 00:09:00,305
What do you think
you're doing?
207
00:09:00,307 --> 00:09:01,973
I'm finished
with the Octopus.
208
00:09:01,975 --> 00:09:03,375
See to him, will you?
209
00:09:06,012 --> 00:09:07,879
SPIDER-MAN: Flash,
it's not too late!
210
00:09:07,881 --> 00:09:09,014
You have to regain control.
211
00:09:09,016 --> 00:09:10,582
(SCREAMING)
212
00:09:10,584 --> 00:09:11,816
You've done this before!
213
00:09:13,553 --> 00:09:16,354
Maybe if I calm my mind...
214
00:09:16,356 --> 00:09:19,558
Ohmmmm...
215
00:09:20,226 --> 00:09:21,960
Whoa. (GRUNTS)
216
00:09:23,362 --> 00:09:25,330
Or not.
VENOM: Didn't work!
217
00:09:26,766 --> 00:09:28,533
(SPIDER-MAN YELLS)
218
00:09:28,535 --> 00:09:30,001
(GRUNTS)
219
00:09:30,003 --> 00:09:31,603
MORBIUS: Spider-Man and Venom!
220
00:09:33,940 --> 00:09:35,941
There it is!
That's not all.
221
00:09:35,943 --> 00:09:37,175
Doc Ock.
222
00:09:37,177 --> 00:09:38,677
(GRUNTING)
223
00:09:39,845 --> 00:09:42,347
(GROANING)
224
00:09:45,551 --> 00:09:46,618
Octopus!
225
00:09:46,620 --> 00:09:48,787
What did you do?
226
00:09:48,789 --> 00:09:52,691
I just turned you into
my latest experiment.
227
00:09:52,693 --> 00:09:53,625
Likewise!
228
00:09:59,899 --> 00:10:01,633
(GROANING)
229
00:10:01,635 --> 00:10:04,202
Is this a bad time?
We can come back.
230
00:10:05,972 --> 00:10:08,073
Nothing about this could
possibly be good.
231
00:10:08,075 --> 00:10:10,241
(DR. OCTOPUS AND
MORBIUS GROANING)
Oh, man.
232
00:10:10,243 --> 00:10:12,777
Doc Ock and Morbius are
both going monster on us.
233
00:10:12,779 --> 00:10:14,813
So we need to
contain them before...
234
00:10:14,815 --> 00:10:17,449
Flash? Flash!
235
00:10:17,451 --> 00:10:21,419
Spidey, you were right.
I'm not ready for this.
236
00:10:21,421 --> 00:10:22,821
Now's not the
best time to...
237
00:10:22,823 --> 00:10:24,356
(GRUNTS)
238
00:10:25,725 --> 00:10:27,792
Guys, that's really rude.
239
00:10:27,794 --> 00:10:29,794
I'm trying to have
a conversation.
240
00:10:29,796 --> 00:10:31,396
BOTH: Wha...
241
00:10:31,398 --> 00:10:33,198
Allow me to teach you
some manners.
242
00:10:33,633 --> 00:10:35,166
(BOTH GROAN)
243
00:10:40,072 --> 00:10:41,773
(GROWLS)
244
00:10:41,775 --> 00:10:43,675
Ock, you look different.
245
00:10:43,677 --> 00:10:45,343
Trying some new skin cream?
246
00:10:45,345 --> 00:10:46,878
(GROWLS)
247
00:10:48,014 --> 00:10:49,848
(GLASS SHATTERING)
(GRUNTS)
248
00:10:52,418 --> 00:10:55,186
Spidey! Huh?
(FABRIC TEARING)
249
00:10:55,188 --> 00:10:59,758
(GROWLING)
250
00:10:59,760 --> 00:11:02,694
Morbius and Ock
are so weird.
251
00:11:02,696 --> 00:11:04,596
(GROWLING)
(GRUNTING)
252
00:11:07,199 --> 00:11:11,302
What are you, some kind of
living vampire bat-person?
253
00:11:11,304 --> 00:11:12,437
Gross!
254
00:11:12,439 --> 00:11:13,838
(GROWLING)
255
00:11:16,475 --> 00:11:17,876
(GROANS)
256
00:11:17,878 --> 00:11:18,843
(GRUNTS)
257
00:11:18,845 --> 00:11:20,945
Venom, come on.
Work with me.
258
00:11:22,648 --> 00:11:24,616
Take this, bat brain!
259
00:11:28,788 --> 00:11:30,121
(SNARLS)
260
00:11:30,123 --> 00:11:32,223
(SCREECHING)
(GROANS)
261
00:11:32,225 --> 00:11:33,892
(GROWLS)
262
00:11:34,493 --> 00:11:35,627
(GRUNTS)
263
00:11:35,629 --> 00:11:36,795
No!
264
00:11:36,797 --> 00:11:40,699
I let him escape again!
I'm the worst!
265
00:11:40,701 --> 00:11:43,068
Flash, quit being
so hard on yourself.
266
00:11:43,070 --> 00:11:46,304
Besides, I'm nominating
this guy for "the worst."
267
00:11:48,741 --> 00:11:51,209
See what I mean?
Whoa!
268
00:11:51,211 --> 00:11:53,778
(GRUNTING)
269
00:11:57,917 --> 00:12:00,652
You want Spidey?
You've gotta go through...
270
00:12:00,654 --> 00:12:02,554
(GROANING)
271
00:12:02,556 --> 00:12:05,090
Come on! (GRUNTS)
Not again!
272
00:12:05,092 --> 00:12:07,358
(GROANING)
273
00:12:07,360 --> 00:12:08,827
(SHOUTING)
274
00:12:08,829 --> 00:12:10,528
Huh?
275
00:12:10,530 --> 00:12:12,030
Oh, not now!
276
00:12:12,032 --> 00:12:13,998
What are you afraid of,
symbiote?
277
00:12:16,335 --> 00:12:17,902
(GRUNTS)
(GROANS)
278
00:12:20,039 --> 00:12:21,406
Flash!
279
00:12:25,111 --> 00:12:26,511
(GROANING)
280
00:12:26,513 --> 00:12:27,946
Oh, slash, slash, slash.
281
00:12:27,948 --> 00:12:29,080
That's all you want to do.
282
00:12:29,082 --> 00:12:30,582
It's like we never
talk anymore.
283
00:12:31,884 --> 00:12:33,017
(GRUNTS)
284
00:12:34,420 --> 00:12:38,022
(GROANS)
285
00:12:38,024 --> 00:12:40,825
Come on.
Symbiote, where are you?
286
00:12:41,727 --> 00:12:43,027
(SCREAMING)
287
00:12:43,029 --> 00:12:44,229
(GROANS)
288
00:12:44,231 --> 00:12:45,764
I preferred your
old style, Ock.
289
00:12:45,766 --> 00:12:47,198
It was classic.
(SCREECHING)
290
00:12:47,200 --> 00:12:50,001
This look's too trendy
and deadly!
291
00:12:53,372 --> 00:12:54,806
Come on, come on!
292
00:12:54,808 --> 00:12:56,775
Spidey needs us! Hmm?
293
00:12:58,410 --> 00:12:59,677
Hmm?
294
00:13:00,646 --> 00:13:02,480
(GRUNTING)
295
00:13:05,317 --> 00:13:06,518
(GRUNTS)
296
00:13:07,453 --> 00:13:09,554
(GROANS)
297
00:13:09,556 --> 00:13:11,256
Isn't this the time when
you give me a big speech
298
00:13:11,258 --> 00:13:13,925
about destroying the spider
or how smart you are?
299
00:13:13,927 --> 00:13:16,795
(GROWLS)
No? Is that
too old-school?
300
00:13:16,797 --> 00:13:18,563
(FLASH GRUNTS)
(SCREECHES)
301
00:13:18,565 --> 00:13:20,331
Perfect spiral!
302
00:13:20,333 --> 00:13:23,268
Football season
is in! (LAUGHS)
303
00:13:23,270 --> 00:13:25,904
Midtown varsity forever!
304
00:13:25,906 --> 00:13:26,805
(GRUNTS)
305
00:13:26,807 --> 00:13:27,906
(GROWLING)
306
00:13:30,643 --> 00:13:32,243
Huh? (GROANS)
307
00:13:33,012 --> 00:13:35,146
(GRUNTS)
308
00:13:35,148 --> 00:13:36,815
We need to get the
symbiote off Ock
309
00:13:36,817 --> 00:13:38,583
if we want to have
any chance to contain it.
310
00:13:38,585 --> 00:13:39,717
A-ha!
311
00:13:41,420 --> 00:13:42,620
(GRUNTS)
312
00:13:42,622 --> 00:13:43,855
A sonic agitator.
313
00:13:43,857 --> 00:13:45,824
There might just be
a way to destabilize it
314
00:13:45,826 --> 00:13:47,826
if I can calculate
a dissonant frequency.
315
00:13:48,828 --> 00:13:50,728
I'll carry the two...
316
00:13:51,664 --> 00:13:53,498
(YELLS)
317
00:13:55,134 --> 00:13:57,335
Hey, Ock! Eat science!
318
00:13:57,337 --> 00:13:58,770
(ENERGY PULSING)
319
00:14:00,339 --> 00:14:03,741
(DR. OCTOPUS SCREAMS)
320
00:14:05,110 --> 00:14:06,711
(GROANS)
321
00:14:10,149 --> 00:14:12,016
(GROANING)
322
00:14:12,518 --> 00:14:13,718
Thanks for the save.
323
00:14:14,353 --> 00:14:16,154
Mutual.
324
00:14:16,156 --> 00:14:18,957
Looks like
the symbiote neutralized
his Hydra nanotech.
325
00:14:20,793 --> 00:14:22,026
(GRUNTS)
326
00:14:23,529 --> 00:14:26,397
We seriously have to
stop meeting like this.
327
00:14:26,399 --> 00:14:27,732
Or at all,
for that matter.
328
00:14:28,067 --> 00:14:29,667
Ock?
329
00:14:29,669 --> 00:14:31,369
Huh, the trauma of separating
from the symbiote
330
00:14:31,371 --> 00:14:32,971
must have KO'd him.
331
00:14:32,973 --> 00:14:34,939
And I wasted
a perfectly good quip.
332
00:14:35,741 --> 00:14:36,875
(OOZING)
333
00:14:38,510 --> 00:14:40,311
Uh, Spidey?
334
00:14:40,313 --> 00:14:43,214
So, where were we?
Hockey game on TV?
335
00:14:43,216 --> 00:14:45,183
(ROARS)
336
00:14:45,185 --> 00:14:48,019
Hibbidy-jibbidy!
Creepy much?
(LAUGHING)
337
00:14:48,021 --> 00:14:49,320
I'm not sure we've met.
338
00:14:49,322 --> 00:14:51,022
I'm your friendly
neighborhood Spider-Man.
339
00:14:51,024 --> 00:14:53,892
The guy hanging
behind me is your
ugly, unconscious host.
340
00:14:53,894 --> 00:14:55,727
And you are?
341
00:14:55,729 --> 00:15:01,099
Ca-Car-Carnage.
342
00:15:01,101 --> 00:15:04,903
Don't need a host.
343
00:15:04,905 --> 00:15:06,571
(HISSES)
344
00:15:06,573 --> 00:15:08,573
Sorry, did you say Carnage?
345
00:15:08,575 --> 00:15:09,941
Is that like
a family name, or...
346
00:15:09,943 --> 00:15:11,609
(GROWLS)
347
00:15:11,611 --> 00:15:13,111
Really no chance
you just want to be
friends, is there?
348
00:15:13,113 --> 00:15:15,947
(ROARS) Friends?
349
00:15:16,415 --> 00:15:19,250
Carnage is...
350
00:15:19,252 --> 00:15:22,487
Chaos!
351
00:15:24,623 --> 00:15:26,925
(LAUGHS)
352
00:15:26,927 --> 00:15:29,027
(SCREECHES)
353
00:15:29,029 --> 00:15:30,962
(GRUNTS)
354
00:15:30,964 --> 00:15:33,197
Ah! A simple "no"
would have done!
355
00:15:35,234 --> 00:15:37,035
(GROWLS)
(BOTH GRUNT)
356
00:15:37,037 --> 00:15:38,102
Why am I so bad
at making friends?
357
00:15:38,104 --> 00:15:39,971
(ROARS)
358
00:15:42,074 --> 00:15:43,174
(GRUNTING)
359
00:15:43,909 --> 00:15:45,043
(GROANS)
360
00:15:47,112 --> 00:15:48,746
Wow, Carnage.
361
00:15:48,748 --> 00:15:51,149
You were way less creepy
when you were Doc Ock.
362
00:15:51,151 --> 00:15:52,650
Can't believe
I just said that.
363
00:15:52,652 --> 00:15:54,385
(LAUGHING)
364
00:15:56,155 --> 00:15:57,055
Whoa!
365
00:15:57,057 --> 00:15:59,390
(GROANS)
366
00:15:59,392 --> 00:16:01,092
Since when do
symbiotes laugh?
367
00:16:01,094 --> 00:16:04,095
Or talk? Or take human
form without a host?
368
00:16:04,097 --> 00:16:06,230
This isn't a normal
symbiote, Spidey.
369
00:16:06,232 --> 00:16:08,433
It feels different.
(GROWLING)
370
00:16:08,435 --> 00:16:10,068
(GROWLS)
371
00:16:10,070 --> 00:16:11,402
(ROARS)
372
00:16:11,404 --> 00:16:12,570
Uh...
373
00:16:12,572 --> 00:16:14,138
(GROANS)
374
00:16:14,140 --> 00:16:16,741
Spidey! I can't get
the Venom symbiote to work!
375
00:16:16,743 --> 00:16:18,176
(GROWLING)
376
00:16:18,178 --> 00:16:20,111
(GROANS) I'm no help!
377
00:16:20,113 --> 00:16:21,312
Of course you are.
378
00:16:21,314 --> 00:16:23,181
Did you forget about
your baseball moves?
379
00:16:23,183 --> 00:16:25,450
Football.
(GROWLS)
380
00:16:25,452 --> 00:16:29,087
Right. Point is,
you don't need Venom
to be a hero, Flash.
381
00:16:29,989 --> 00:16:31,522
(GROANS)
382
00:16:31,524 --> 00:16:33,191
(ROARS)
383
00:16:33,193 --> 00:16:35,893
(GROWLING)
384
00:16:38,597 --> 00:16:40,198
Yipes! Whoa!
385
00:16:40,200 --> 00:16:41,799
Didn't know
you could do that.
386
00:16:41,801 --> 00:16:43,201
(GASPS)
387
00:16:45,104 --> 00:16:47,939
(LAUGHING)
SPIDER-MAN: Hey, Red, first
rule of super-villaining...
388
00:16:47,941 --> 00:16:49,774
Never turn your back
on the Ultimate Spider-Man!
389
00:16:49,776 --> 00:16:51,509
(ENERGY PULSES)
390
00:16:51,511 --> 00:16:52,910
(SNARLS)
391
00:16:54,279 --> 00:16:56,047
(LAUGHING)
392
00:16:56,049 --> 00:16:57,715
Huh. That was useless.
393
00:16:57,717 --> 00:16:59,817
Maybe my expectations
were too high.
394
00:16:59,819 --> 00:17:03,821
Ultimate destruction!
395
00:17:03,823 --> 00:17:05,590
(LAUGHS)
396
00:17:07,626 --> 00:17:09,627
(GRUNTING)
397
00:17:09,629 --> 00:17:11,295
(CARNAGE CONTINUES LAUGHING)
398
00:17:11,297 --> 00:17:15,199
SPIDER-MAN:
What is so funny?
There's nothing funny!
399
00:17:15,201 --> 00:17:16,300
(GROWLING)
400
00:17:17,536 --> 00:17:19,170
Oh, no.
401
00:17:19,172 --> 00:17:20,538
(SNARLS)
402
00:17:21,907 --> 00:17:24,142
More chaos!
403
00:17:24,144 --> 00:17:26,911
(LAUGHING HYSTERICALLY)
404
00:17:26,913 --> 00:17:28,880
We can't let it
get down to the city!
405
00:17:28,882 --> 00:17:31,215
There's no telling what
it could do to people!
406
00:17:31,217 --> 00:17:32,950
(CONTINUES LAUGHING)
407
00:17:34,153 --> 00:17:35,319
(GRUNTS)
408
00:17:38,357 --> 00:17:41,125
(GROANS)
409
00:17:43,028 --> 00:17:44,429
(GRUNTS)
410
00:17:50,035 --> 00:17:51,069
(YELPS)
411
00:17:52,771 --> 00:17:55,273
(GROANING)
412
00:17:55,275 --> 00:17:56,774
(GRUNTS)
413
00:17:56,776 --> 00:17:59,677
Come on, symbiote!
Get it together!
414
00:18:01,680 --> 00:18:03,014
Ugh!
415
00:18:03,016 --> 00:18:05,283
(SPIDER-MAN GRUNTS)
416
00:18:05,285 --> 00:18:08,619
Really think you'd be
more comfortable inside.
417
00:18:08,621 --> 00:18:10,088
(GRUNTS)
(SNARLING)
418
00:18:11,690 --> 00:18:12,924
(GRUNTING)
419
00:18:15,561 --> 00:18:17,862
Ew!
(SNARLS)
420
00:18:17,864 --> 00:18:19,797
(GROANS)
(CARNAGE LAUGHING)
421
00:18:21,800 --> 00:18:23,134
(GRUNTS)
422
00:18:26,105 --> 00:18:27,705
(ROARS)
423
00:18:29,241 --> 00:18:31,642
(GRUNTS)
Remind me never
to give you a hug.
424
00:18:31,644 --> 00:18:34,745
Gotta run!
You ain't runnin'.
425
00:18:34,747 --> 00:18:36,814
CARNAGE: You fallin'!
426
00:18:37,249 --> 00:18:40,384
Whoa, whoa!
427
00:18:40,386 --> 00:18:43,321
(LAUGHING)
(GROANING)
428
00:18:45,757 --> 00:18:46,891
(SNARLS)
429
00:18:47,292 --> 00:18:48,392
(GROANS)
430
00:18:50,829 --> 00:18:53,331
It's now or never, symbiote.
431
00:18:54,166 --> 00:18:57,235
Come on! Spider-Man needs us!
432
00:18:58,270 --> 00:18:59,871
(GROWLING)
433
00:19:02,741 --> 00:19:03,808
Ah!
434
00:19:04,943 --> 00:19:06,944
What are you,
a scaredy cat?
435
00:19:06,946 --> 00:19:08,779
Let's do this!
436
00:19:08,781 --> 00:19:10,248
Huh? (GRUNTS)
437
00:19:11,016 --> 00:19:12,917
(GROANING)
438
00:19:12,919 --> 00:19:16,254
Fine! Flash Thompson
is saving Spider-Man
439
00:19:16,256 --> 00:19:18,322
with or without you, Venom.
440
00:19:19,324 --> 00:19:21,659
(YELLS)
441
00:19:22,261 --> 00:19:24,362
(EXCLAIMS) Huh?
442
00:19:24,364 --> 00:19:25,496
(LAUGHS)
443
00:19:25,498 --> 00:19:27,598
Yeah! All right!
444
00:19:29,268 --> 00:19:30,535
(GRUNTS)
445
00:19:31,336 --> 00:19:32,470
(GROWLS)
446
00:19:32,472 --> 00:19:33,538
(GRUNTS)
447
00:19:34,373 --> 00:19:36,107
(GROANS AND SNARLS)
448
00:19:36,642 --> 00:19:39,210
We are Venom!
449
00:19:39,212 --> 00:19:41,579
Oh, yeah!
(GRUNTING)
450
00:19:42,648 --> 00:19:45,049
Hey! Welcome back.
How'd you do it?
451
00:19:45,051 --> 00:19:46,984
Looks like the
Venom symbiote
452
00:19:46,986 --> 00:19:48,619
just needed
some inspiration.
453
00:19:48,621 --> 00:19:50,321
Keep him busy,
454
00:19:50,323 --> 00:19:52,390
'cause I just got some
inspiration of my own.
455
00:19:52,392 --> 00:19:53,858
You got it, Spidey!
456
00:19:57,696 --> 00:19:59,697
The reason the sonic blast
worked on Ock-Carnage
457
00:19:59,699 --> 00:20:02,366
but not Carnage-Carnage
is because, without a host,
458
00:20:02,368 --> 00:20:04,235
their densities are different.
459
00:20:04,237 --> 00:20:06,270
I need to hit him
from two angles
to compensate.
460
00:20:07,472 --> 00:20:09,373
(BEEPING) (VENOM SCREAMS)
461
00:20:12,544 --> 00:20:15,646
(GROANS) Everyone else
gets a Hydra power-up.
462
00:20:17,216 --> 00:20:18,482
Why not me?
463
00:20:22,854 --> 00:20:24,255
(GRUNTS)
464
00:20:25,490 --> 00:20:27,258
Venom, follow my lead!
465
00:20:29,394 --> 00:20:31,329
Incoming!
466
00:20:31,331 --> 00:20:33,965
(LAUGHING MANIACALLY)
467
00:20:35,367 --> 00:20:37,368
Carnage...
468
00:20:37,370 --> 00:20:40,271
Is the perfect weapon!
469
00:20:40,273 --> 00:20:42,707
(CONTINUES LAUGHING)
470
00:20:42,709 --> 00:20:45,743
Carnage is chaos!
471
00:20:52,618 --> 00:20:54,752
No, Carnage!
You're history.
472
00:20:54,754 --> 00:20:57,688
Oh, yeah!
Game over, Carny.
473
00:20:57,690 --> 00:21:00,558
Victory for Spidey
and Agent Venom!
474
00:21:00,560 --> 00:21:03,327
Did he seem to be
enjoying that to you?
475
00:21:05,530 --> 00:21:07,298
Oh, no.
476
00:21:07,300 --> 00:21:09,367
We gave it exactly
what it wanted.
477
00:21:09,369 --> 00:21:11,769
It wanted to get
blown to pieces?
478
00:21:11,771 --> 00:21:15,206
It wasn't designed to
be an independently
functioning symbiote.
479
00:21:15,208 --> 00:21:17,608
It was designed to be
a symbiote bomb.
480
00:21:17,610 --> 00:21:19,310
(ALL SCREAMING)
481
00:21:19,312 --> 00:21:21,178
(ALL GROWLING)
482
00:21:23,448 --> 00:21:25,216
We've just helped
Carnage spread itself
483
00:21:25,218 --> 00:21:26,450
across half of New York!
484
00:21:26,452 --> 00:21:28,719
(PEOPLE SCREAMING)
(GROWLING AND LAUGHING)
485
00:21:33,325 --> 00:21:35,393
(THEME MUSIC PLAYS)