Ultimate Spider-Man (2011) s03e02 Episode Script

3x02 - The Avenging Spider-Man, part 1 I'm Spider-Man.
And today, I'm doing what I do best, Kicking bad guys' butt with my SHIELD crew.
[grunts.]
[crashes.]
White Tiger, you're on Doc Ock's left.
Power Man and Iron Fist, frontal assault.
- Nova, keep him pinned down.
- I'm on it! - The kid's a natural leader.
- He's risky and reckless.
I like that.
- He has a warrior's cunning.
- Better than that, he's got heart.
So, we're all in agreement? [all agree.]
[Hawkeye.]
Nope.
But I'll go along just to say "I told you so.
" Argh! Spider-Man! You and those brats have opposed me for the last time! Hear that, guys? Otto's feeling cranky.
Everyone grab an arm and show him some love.
Stay back! [grunts.]
[grunts.]
[groans.]
[grunts.]
[grunts.]
[breathes heavily.]
[grunts.]
[shouts.]
[groans.]
[grunts.]
[groans.]
[horn honking.]
[groans.]
[grunts.]
You know your trouble, Doc? You need to get out more.
[clanking.]
This is not ov [groans.]
[crashes.]
There.
Isn't that better? [Thor.]
Greetings, Spider-Man.
Perhaps when you are finished, you'd care to join us.
The Avengers want you? [Spider-Man.]
They said they were interested, but I never expected to join so soon.
- I'm not sure I'm ready.
- When you let go of the hero you are, you become the hero you might be.
Go.
We'll drop the trash on Fury's desk.
I'm a little jealous, spider.
But happy for you.
Oh, man.
Lump in my throat [clears throat.]
catch in voice, didn't think leaving my old team would be so hard.
How do I say good-bye to them? [Hulk.]
You gonna sit down? Or just keep talking to yourself? Um bye, guys.
[engine roars.]
Welcome to the Avengers, Spider-Man.
[Spider-Man.]
Wa-hoo! This is awesome! [Jarvis.]
Welcome to your first day in Avengers tower, Spider-Man.
Mr.
Stark has requested you join the team in the second door down the left corridor.
Thanks, Jarvis.
Gotta remember to not act like a clueless newbie.
Avenger's Spidey is confident, cool, ready for anything.
Spidey in the house, Avengers! Huh? [lasers firing.]
Oh, man! Me and my big mouth! Whoa! Okay, okay.
I get the gag.
Rough up the new guy, see if he can take it.
Oh, okay.
I'm cool.
Weird, nasty fork things, no problem.
I got this.
Big robots? Come on! Who's next? Who's next? [Jarvis.]
Initiation test completed.
Test? More like final exam of doom.
Hawkeye, he beat your time by three seconds.
Pshh.
Dumb luck.
[grunts.]
You treat all your new members this way? Yes.
Yes, we do.
No hard feelings.
Your official Avengers I.
D.
The superhero's all access pass.
[harps playing.]
I made an upgrade to your shield tech.
It works in tandem with your web shooters, broadcasts over an "Avengers only" frequency, and Whoa! Careful, kid.
You'll set off the taser guards.
Thanks! Any other surprises I should know about? [grunts.]
Wow! White Tiger would freak to have a gym on the ceiling.
This is really all for me? All the Avengers have living quarters in the tower.
But I'm not ready to leave my other place.
He probably still lives in his folks' basement.
I keep my private life private.
- And F.
Y.
I.
, I have my own bedroom.
- Maybe so, but we're not wearing masks.
I wonder if you trust us as much as we trust you.
[Captain.]
I trust him, Black Widow.
That counts for something.
You don't have to deal with the secret identity business - until it feels right, Spidey.
- Thanks, Cap.
I appreciate you guys respecting my privacy.
[growls.]
[all yelp.]
[thumping.]
Noogie welcome patrol! [screams.]
Noogie, noogie, noogie, noogie, noogie.
And the Hulk is one more reason to keep bunking at Aunt May's.
Hey, bud.
[groans and crashes.]
[alarm beeping.]
[all.]
Avengers assemble! Avengers assemble! I always wanted to say that.
The Avengers have ruined the team by enlisting the wall-crawling menace known as "Spider-Man.
" Get ready to eat those words, J.
Jonah Jerkface.
Spidey's playing a whole new game.
[video game voice.]
Round one, Fin Fang Foom! [grunts.]
Ha! Yah! [screams.]
[Hulk grunts.]
[crashes.]
You broke attack formation, [Hulk grunts repeatedly.]
Left Hawkeye and Iron Man vulnerable on the monster's left flank.
- But I still won, right? - You may have winged it on your old team, but on this one, we follow orders.
All of us.
You got that? [rumbling.]
Hey, don't let the flag man get to you.
You did great.
[video game voice.]
Round two, Attuma! [Black Widow grunts.]
[all grunt.]
Spider-Man, on your right! Yes, sir.
[grunts.]
[grunts.]
[splashing.]
[video game voice.]
Bonus stage! Spidey versus Batroc! [laughs maniacally.]
Wah! One French fry to go, back to jail! Leap! Leap! Quel est? [laughs.]
Only ze harmless little mosquito.
[screams.]
[electricity pulsing.]
[Spider-Man.]
Ha! [groans.]
Looking for this? [sarcastically.]
Oh, wow, guys.
It's an Avenger.
Hey, I I just thought I'd help out.
It's been a while, and [quietly.]
I I miss you guys.
- How's that? - [sighs.]
I miss you guys.
[Batroc groans.]
It's good to see you too, spider, but - Yee-yah! - [groans.]
Leap.
We can handle our own mission without an Avenger showing us up.
To be honest, it really hasn't been the same without This Avenger stopped that evil French guy! Uh, listen, these guys are the real heroes.
[crowd.]
Spidey! Spidey! Spidey! Spidey! Spidey! Spidey! No, you don't understand.
Uh, guys, wait! [crowd.]
Spidey! Spidey! [rumbling.]
[door clanks shut.]
Dr.
Otto Octavius.
It seems Spider-Man has moved onto bigger and better threats than you.
[Spider-Man grunts.]
There are rules against bothering prisoners.
Get out.
Rules are for lesser creatures.
- Not for Loki.
- Loki? Now, what would the prince of tricksters want with a humble scientist like me? I plan to humiliate my brother, Thor, destroy the Avengers, and seize control of the nine realms.
And while I'm at it, I have a score to settle with Spider-Man.
What's Spider-Man to you? I've been looking to squash that pest for quite a while.
Let's talk in more private surroundings.
[metal cranking.]
[gasps.]
Behold, your underwater lab restored to its former glory.
As are you, Otto Octavius.
[sighs.]
[gasps.]
[gasps.]
What have you done to me? Sheathed you in Asgardian armor, the same metal from which was fashioned the all powerful Destroyer.
Even mighty Thor has no defense against it.
Fascinating.
So what's my role in your grand scheme? I don't want to attract Thor's attention too soon, so my first attack on Midgard will be through science not sorcery.
Specifically, that intriguing invention of yours.
- Venom.
- Sorry, I'm fresh out.
You created it once from Spider-Man's blood, you can do so again.
And I'll unleash it upon the most fearsome monsters in the nine realms, all under my mystic command.
[thumping.]
With that much Venom, you could destroy the world.
I promise to leave enough for you to rule.
That is, if you help me.
Very well.
I'll need a sample of Spider-Man's blood.
That, my friend, is as good as done.
[police sirens blaring.]
[crashes.]
[grunts.]
Yo, bugman, there's a new all-you-can-eat diner that needs to be put to the gutbuster test.
You in? Huh.
More for me then.
[thumping.]
Being an Avenger rocks, but I can only take so many Hulk gutbusters and noogies.
I need some Spidey "me" time.
[sighs.]
Nothing like a nice, relaxing swing.
[screams.]
[groans.]
[crashes.]
[groans.]
[rumbling.]
- You! - Now, that's how I like to see a spider.
Squirming, helpless, and about to be crushed.
[laughs maniacally.]
Loki! [suspenseful music.]
I'm hoping this thing has some sort of Avengers alert.
[screams.]
[groans.]
I just got that! Poor spider.
All alone without your teammates.
Don't need 'em.
[grunts.]
[rumbling.]
[groans.]
That should keep him busy.
[grunts.]
[screams.]
For about two seconds.
Oh, no! [glass shatters.]
[groans.]
[glass rumbles.]
[sighs.]
Okay.
Now, you're in for it, pal.
[in hypnotic tone.]
You are weak, Spider-Man.
Weary.
Sleep.
[groans.]
Sleep.
[thud.]
- Greetings, Octavius.
- You! [grunts.]
[grunts.]
It's me, fool.
I promised you Spider-Man's body.
- Here it is.
- Loki? You put your mind in Spider-Man's body? That's brilliant! I'm going to write that down.
I plan to punish the wall crawler for his past humiliations.
To New York's horrified eyes, it won't be Loki leading an invasion of monsters against the Avengers, but their newest member, Spider-Man.
If you're in Spider-Man's body, we can finally see what he looks like.
- Very well.
At last - There's nothing I wanted more - than to see his hated face.
- Nothing, Octavius? Then you'll see it only after we've destroyed the Avengers.
- But why? - To ensure your obedience.
Loyalty requires sacrifices.
Argh! [yelps in pain.]
So does science.
We can't recreate Venom without Spider-Man's blood.
- That hurt! - Rest assured, my friend, you're not the only one who has to adjust to life in a new body.
[groans.]
No, no, no, no, no, no! This is worse than the time he turned me into a pig.
At least then, I was sort of cute.
Okay, the important thing is not to panic.
Gotta stay calm.
Simply explain what happened before the others jump to the wrong conclusion and [yelps.]
smash me.
Smash you? Good idea.
[thumping.]
[grunts.]
[screams.]
[groans.]
[Captain.]
I have Red Skull.
Hawkeye, you're on Doom.
Widow, you take Modok.
Nice shot, Widow.
[grunts.]
Congratulations, gentlemen.
We're each batting a thousand.
I'm getting sick of life model decoys.
Give me a real target any day.
[groans.]
[crashes.]
Hey! There you go.
[Jarvis.]
Warning.
Hulk reports a breach of tower security by Loki.
No, wait [groans.]
I'm not [yelps.]
Really! [grunts.]
[groans.]
[groans.]
- [Tony.]
Loki? - That's right.
Uh-oh! I mean, that's wrong! [screams.]
[groans.]
Finally, if anyone can tell I'm not the real Loki, it'd be you, right? [gasps.]
- More trickery from the prince of lies.
- Whoa, whoa, whoa, wait! Be gone! [grunts.]
[groans.]
But I'm really Spider-Man! [groans.]
[groans.]
How come I'm still alive? [electricity pulsing.]
It must be that crazy Asgardian invulnerability.
I told you Spider-Man was no good.
How the heck does he know? Last night, New Yorkers proclaimed Spider-Man a hero.
Breaking news! Right now, he's attacking the city with a legion of monsters.
[growls.]
[car alarm blaring.]
[growls.]
Those monsters look likeVenom! But where'd they come from? [monster screeching.]
Forward! Bring this city to its knees! So that's what hornhead is really up to? Wrecking the city and setting me up to take the fall? Just look how he's thanked his trusting teammates, the Avengers.
[grunts.]
[grunts.]
[crashes.]
[monster growls.]
Don't worry, New York.
There's more where that came from.
[laughs maniacally.]
No! Fly me to Loki, the real one! [groans.]
Whoa! [groans.]
Loki doesn't fly? I thought Loki flew.
I've got to get to him somehow.
[horn honks.]
I'm going to a comic convention.
[all scream.]
Looks like my stop anyway.
[snarls.]
[all scream.]
A Thor-sized wolf covered in Venom.
I'm starting to think an Asgardian rat might be working with an Earth Octopus.
[snarls.]
[grunts.]
Not sure how this thing works, but it protects Loki.
Maybe if I concentrate.
[metal clanking.]
[snarls.]
What's your hurry, rover? How about another shot? It's no Spidey cycle, but it'll have to do.
[engine turns over.]
[bus screeches.]
Let's take 'em down! [grunts.]
[snarls.]
[grunts.]
[thuds.]
I had no idea Spider-Man had such power or was so deliberately evil.
He's not, Falcon.
We acted too rashly.
If it were truly Loki who invaded our tower, he would have battled us without mercy.
Spider-Man tried to warn us.
This invasion is Loki's true plot [growls.]
[grunts.]
[grunts.]
[screams.]
[groans.]
Mjolnir, to me! [grunts.]
Away from us, troll! [crashes.]
[groans.]
Ulik, so you have had a hand in this mayhem too.
I don't remember how I came to be here or why you attack me.
But I do remember I hate you, thunder god! It seems my brother Loki has made you his pawn, troll.
Let us call a truce and fight him together.
Ulik, the savage, allied with the hated son of Odin? Never! [both grunt.]
[screams.]
[groans.]
[crashes.]
[snarls.]
[growls.]
That's enough of that.
[missiles exploding.]
[snarls.]
[groans.]
[both scream.]
[snarls.]
[groans.]
[groans.]
[screams.]
[grunts.]
This black ice chills my soul.
[grunts.]
[ice clanks.]
It's called "Venom.
" Hard to control.
Even harder to smash.
[grunts.]
[snarls.]
Glorious! But I crave a better view of Thor's defeat.
Well, why not? When in Rome Let's fly, web! Idiotic mortal contraption! [grunts.]
[crash.]
[groans.]
[grunts.]
Surprisingly laborious process.
Even with this spider power, am I sweating? Ugh, disgusting! Ugh! [bus screeches.]
That stench! Doesn't he wash this ridiculous costume? [screams.]
[groans.]
I'll make you a two for one deal, chuckles.
[grunts.]
I'm going to send both you and my costume to the cleaners! [groans.]
Get it? No? [groans.]
Well, you're Asgardian.
You probably have laundry gnomes to do your clothes.
If you were from here, you would have found that mildly amusing.
[groans.]
[rumbling.]
Of course, you realize you're only hurting your own body, that will ache like the blazes when we switch back.
[groans.]
Oh, yeah? Well [groans.]
- I'll bet that'll hurt in the morning.
- Oh, please.
To an immortal, that's not even a stubbed toe.
[snarls.]
[people screaming.]
[roars.]
[people screaming.]
[groans.]
[grunts.]
[laser blast.]
[groans.]
[grunts.]
[gasps.]
[groans.]
- There's no end to these things.
- We've got to hold them here.
Sooner or later, Loki's bound to show himself.
We take him, we take down the creatures.
[grunts.]
You heard Iron Man.
[grunts.]
Let him have it, Falcon! [grunts.]
[all groan.]
[all grunt.]
Well done, Hawkeye.
[grunts.]
This'll quiet them down.
[all groan.]
[rumbling.]
In the meantime, keep them tangled up until we know what to do with them.
I'm warning you, I know how to use this! You simply triggered a protection spell I put on my spear should my life be threatened.
You can't possibly wield it's full power.
Uh, bibbity, bobbity, blast him! Magic is knowledge, and you haven't learned the proper way to use it.
There's always my way.
[grunts.]
[groans.]
That was a poor choice.
[grunts.]
[rumbling.]
[all grunt.]
There! It's Loki.
I'll take that.
Now, the real fun begins.
[gasps.]
[groans.]
- [groans.]
Ow! - I told you not to hurt yourself.
Avengers, it's me, Spider-Man! I have Loki! He's escaping! Stop him! What? [Captain.]
Avengers, take Spider-Man down.
[gasps.]
Uh, no! Wait! It's me!