Ultimate Spider-Man (2011) s03e09 Episode Script
Halloween Night at the Museum
Thirteen straight days of battling bad guys.
Yesterday it was Boomerang.
Today it's Shocker.
[Spider-Man grunts.]
But tonight is Halloween.
And all the people in costumes can have their fun.
I'm staying away.
No monsters, no villains and no reason to change! Everyone will assume I'm a fake Spidey anyway.
There's an exhibit I'm dying to see Camelot.
It's the last night it's open, and since it's Halloween, there's no one else here.
Finally, some peace and quiet.
[Growl.]
Why does a Wizard need a pet? This isn't my pet.
This is the last person who doubted me! Annoyus goawayus! Luke and Ravi, no spell casting in the museum! How long is this gonna take? We're losing valuable trick-or-treating time.
Well if someone Emma, hadn't left her homework assignment to the very last day, we wouldn't have to be here.
So after we see the exhibit, we'll go trick-or-treating.
You promise? I'd shake on it, Zuri, if I knew which of your arms to use.
We're too late anyway.
Everyone knows the best sweets go first.
We'll be left with nothing but raisins and toothbrushes.
Education first.
Tooth decay later.
- Sorry.
Closed.
- Wait what? But we have to see this exhibit today and it's Sorry.
Closed.
Aw, we missed it.
Too bad.
What kind of geek likes this stuff? I love this stuff! Hey-hey! Wait, no.
I need to see this exhibit! Oh.
C'mon, please? Sorry.
Still closed.
But you just Those kids just snuck past you But I'm Spider-Man! Did I just get dissed by baby Doc Ock? [Ravi, Luke, Emma & Zuri.]
Whoa! This exhibit contains treasures unearthed from ancient Camelot.
And get this! Legends tell of magical forces in some of the artifacts.
Huh.
[Laughs.]
Now that is cool.
[Laughs.]
Whoa! [Gasps.]
Whoa! Luke! No touching! [Grunts.]
Oh, hey.
Another mess to pick up.
Huh? Nice going, Jessie.
[All gasp.]
Can't miss this.
I have to get in there.
Unless it comes out here first! Yikes! So much for peace and quiet.
Everyone get behind me! Yikes! Okay, this is kinda heavy.
Do you really think that piece of metal can protect us? What, should I use your magic wand? Yeah, maybe stick with the sword.
[Grunts.]
Whoa! Whoa! - Whoa! - Whoa! Whoa! Whoa! [Groans.]
[Gasps.]
Children! I just love children! My name is Morgan le Fay.
I've been imprisoned in that thing for centuries, and the first thing I see when I'm freed is kids! Morgan le Fay? The Morgan le Fay? Morgan? She has the same name as dad.
I do not see any resemblance Okay, well maybe the teeth.
I should thank you.
You freed me from a dreadful prison.
Now nothing can stop me from bringing darkness to the whole Earth.
But first things first, I need that sword.
I don't think so, Morgan.
If you're gonna bring darkness to the whole Earth, why would they give you the sword? Yeah.
What he said! Zuri! [Laugh.]
Aren't you kids sweet? You're so innocent and precious, and Easy to destroy! Whoa! [Grunts.]
Sorry, museum rules are pretty clear.
No destroying the children! [Grunts.]
Are you the real Spider-Man? In the flesh.
[Gasps.]
How do we know you're for real? It is Halloween, after all.
Speaking of Halloween, you couldn't have gone as a ghost or something? Scared you, didn't I? [Spider-man.]
Whoa! Yoo-hoo Morgan! Follow the dancing spider! Whoa! I've got a plan Run! That's a good plan! Let us go, Mrs.
Kipling! [Grunts.]
Head for the main exit! It's way too late for kids to be out on the streets.
Better to stay in here for a front-row view of the end of the world! [Laughs.]
Do you like stories? Because here's a good one.
It starts with me getting the sword tonight, the most evil night of the year, and then Well, maybe I should keep the ending a surprise.
Oh, I can't help myself It ends with eternal night over the Earth! Ruled by me and every evil thing you can imagine! And a seriously bad fate for you.
The end! Worst bedtime story ever! Everyone, into the creepy crawly exhibit! This won't hold long, but I'm doing it anyways.
All right, kids, look for someplace to hide while I figure out how to deal with Did you just slime me? [Gasp.]
Oh, no he didn't! - Uh oh.
- He's dead.
Sorry, but you got in my way.
In fact, if you hadn't cut in line, you wouldn't be here in the first place.
Then you wouldn't have released a world-destroying witch! [Grunts.]
I didn't mean to release an evil witch.
All I did was fix the exhibit and the sword came out! Fix the? No! You never touch the exhibits! Oh great.
This is what I have to work with.
Four kids and a girl completely out of her league.
[Jessie.]
Well, I learned a long time ago, never trust a weirdo in a mask! How many weirdos in masks have you encountered? With my luck? Way too many.
Uh Is that a giant earthworm? [Growls.]
[Roars.]
Yup.
Giant earthworm.
[Roars.]
[Growls.]
Look out! Stay here and try not to become ya know, worm food.
[Growls.]
Time to put you back in the garden! [Growls.]
Hey, ugly! [Growls.]
Uh, pointy end that way.
[Growls.]
Whoa! Thanks for the save.
Ditto.
Guess we're even.
I'm Jessie, by the way.
[Growls.]
Hey, over here! Nice find.
Hey, worm-inator! [Growls.]
This way! [Growls.]
Now I'm over here! Over, under, and now you're through! [Roars.]
Not bad, huh? You know, I saw something similar on the street in Jaipur.
But that involved cobras.
Yeah, but not giant cobras, right? No, but cobras I don't care if they're cobras, or kittens the size of bucking broncos, the worm's almost loose! Everyone into the next room! Okay, I think I've been more than a little patient up to this point.
Now what the heck is going on here? No time to Explain.
[Sighs.]
Okay.
Fine.
This sword? It freed Morgan le Fay.
Back in Camelot, she went all evil witchypoo, so they trapped her in the armor with a powerful magical spell, blah, blah, blah, and if I don't stop it, she'll take over the world.
- Bad stuff.
- Magic?! Yeah, magic is real, and it can do things like Like create evil flying Jack-o-lanterns! [Laughs.]
[Screaming.]
Over there.
[Gasps.]
[Laughs.]
I'll take that! [Screaming.]
C'mon guys, follow me! [Groans.]
Never been on the receiving end of a model rocket.
[Laughs.]
Houston, I have a problem One chance! [Laughs.]
I'll handle pumpkin boy.
The rest of you, go! [Jessie.]
Quick! Inside! [Grunts.]
You too, Luke and Ravi Wait where are Luke and Ravi?! Any idea how to work this thing? You are not going to fly in here! Just watch me.
Get out of there.
Now! [Jack o' Lantern laughs.]
[Gasps.]
I wonder what this does.
[Screaming.]
Jack o' Lantern! Over this way! I'll give you a recipe for pumpkin pie! Any landing you can walk away from is a good one.
As hard as it is for me to admit this You're good.
Aw, you're making me blush.
Now where are those kids? [Zuri laughs.]
Whoa! Let's go before Jack o'Lantern wakes up.
Try the next room.
We forgot something.
Something really important Jessie! What? Listen, I was new in town once too, and I totally get how hard it is to find a cheap, uh filling meal in New York, but if I could just recommend a good hot dog stand in Central Park [Grunts.]
[Gasps.]
Yoo-hoo! Tell me you're not afraid of a little barbecue.
[Grunts.]
Just get me out of here! No need to yell.
I'll get you out.
Uh-oh.
Caveman up? Caveman down! Whoa! [Growls.]
Are ya hungry? Knuckle sandwich for you, and knuckle sandwich for you! Friendly neighborhood Spider-Man always on call.
No need to thank me.
Stop talking and look out! Look out for what? Oh great.
Next Halloween I'm staying home! [Grunts.]
[Screaming.]
Whoa! Whose idea was it to put dinosaurs and cavemen in the same exhibit? What difference does it make? The cavemen lived during the paleolithic era, and dinosaurs were in the mesozoic.
So about 60 million years difference.
- Do you even pay attention in science? - I think it's obvious that I don't! [Jessie.]
Quick! Hang a right! Oh great.
Hungry hungry cavemen.
Huh? Good thing the toys didn't get put away.
What? Hey! Back off, monkey boy! I think we're about to be human tikka masala! Grab on! Whoa! Don't panic! Just stay calm and Oh, you're not.
And you are.
When you've wrangled those kids like I have? A dinosaur is easy.
Yee-haw! - Woo doggie! - I'm naming this one trippy! You do seem to know something about staying calm under pressure.
Something? I'm thinking of writing a book about it.
Even if you're surrounded by this all the time, you can still find your happy place.
[Cheers.]
[Laughter.]
[Spider-man.]
Left, other left! Whoa trippy! Last stop for the boneyard express.
Look, Spidey, maybe you should take the sword.
Why? You're doing great.
I don't know how to use it.
If it makes you feel any better, neither do I.
It can't be harder than riding a dinosaur.
How about you just look for an opponents weak spot and hit them there? Huh.
Uh-oh.
What's going on now? This is going so much better than expected.
I got the timing right and my magic is Well, I don't like to brag, but it's nearly all-powerful! Now all I need is the sword.
Nope.
Sorry, not gonna happen.
No way.
Not over my Dead body? Mmm, a bit cliche, but fine by me.
[Roars.]
Mrs.
Kipling? Ravi? What have you been feeding her? We're so small to her now, maybe she won't even notice us.
[Growls.]
[Roars.]
Uh heh, good dragon? Let's hope she changed her mind and doesn't want to hurt us.
Tell you a little secret about the villain, kids.
They never change their mind! [Jessie.]
Run! [Jessie.]
Go, go, go, go, go! Run, run, run, run, run! I can take the dragon.
You get out of here.
Please do not let him hurt her! Spider-Man! You may be a super hero and that may be a big, scary dragon, but it's still Ravi's pet, so [Shouts.]
Please! Mrs.
Kipling is very emotionally vulnerable! Yeah, and I'm very physically vulnerable.
To fire.
I'm back here! Can anyone hear me? [Morgan le Fay.]
I can! [Laughs.]
[Sighs.]
Ouch! You want the sword? Come and get it! [Grunts.]
Whoa! The power is too much for a little girl like you.
No harder than riding a dinosaur.
And after seeing what I've seen tonight, I can take on anything.
Even an evil old lady witch creature like you! [Scoffs.]
Evil, sure, but Old? Maybe you haven't heard, but it's the 21st century and you're just not hip anymore! My kind of evil never goes out of style! [Morgan le Fay laughs.]
Okay! Okay you win.
You can have the sword.
Just stop! [Laugh.]
Well that was easier than I thought.
I had the exact same thought! Dead end! That won't hold long.
Follow me! [Hiss.]
Do you not remember me? I feed you and clean you, and even rub your belly when you are sick.
And that is never pretty.
I do not believe you will hurt me.
[Roars.]
[Growls.]
You remember me! You are a loyal friend! [Sigh.]
I see you've picked up a few tricks.
So sorry you couldn't handle the power, but at least you'll be the first to experience the triumph of eternal darkness.
All light will be blotted out forever and I will finally be the true heir of Camelot! [Cackles.]
I'm sorry, is it me or do you hear something? [Roar.]
Charge! Oh, dear.
Ooh, ouch! Jessie! Put this back where it came from! You got it! No! This is not over! Yes, yes it is! Oh yes, now I remember I Hate Kids! [Grunts.]
Still closed.
[Burp.]
I love you too! To be totally honest, this is one of the weirdest, but not the weirdest, halloweens ever.
You really have this under control.
You sure you don't have any superpowers? I did okay, didn't I? Heh.
I guess not all heroes are super.
Aw, I'm sorry We missed Halloween.
Your costumes were so cute, and Are you kidding? This was the best Halloween ever! - Yeah! - I'll say! Agreed! Hey, I know you saved us, but since we helped out a little and the kids did miss trick-or-treating, - maybe you could do us a favor? - Sure.
Anything.
Boys and girls, welcome to the one and only S.
H.
I.
E.
L.
D Tricarrier! Whoa! How much trouble will I get into if I hock-a-loogie? What a view! I think I can see our penthouse from here! Are these missiles real? Uh we are really high up.
Are we safe? [Spider-man.]
If Nick Fury asks, we were never here.
Happy Halloween, kids!
Yesterday it was Boomerang.
Today it's Shocker.
[Spider-Man grunts.]
But tonight is Halloween.
And all the people in costumes can have their fun.
I'm staying away.
No monsters, no villains and no reason to change! Everyone will assume I'm a fake Spidey anyway.
There's an exhibit I'm dying to see Camelot.
It's the last night it's open, and since it's Halloween, there's no one else here.
Finally, some peace and quiet.
[Growl.]
Why does a Wizard need a pet? This isn't my pet.
This is the last person who doubted me! Annoyus goawayus! Luke and Ravi, no spell casting in the museum! How long is this gonna take? We're losing valuable trick-or-treating time.
Well if someone Emma, hadn't left her homework assignment to the very last day, we wouldn't have to be here.
So after we see the exhibit, we'll go trick-or-treating.
You promise? I'd shake on it, Zuri, if I knew which of your arms to use.
We're too late anyway.
Everyone knows the best sweets go first.
We'll be left with nothing but raisins and toothbrushes.
Education first.
Tooth decay later.
- Sorry.
Closed.
- Wait what? But we have to see this exhibit today and it's Sorry.
Closed.
Aw, we missed it.
Too bad.
What kind of geek likes this stuff? I love this stuff! Hey-hey! Wait, no.
I need to see this exhibit! Oh.
C'mon, please? Sorry.
Still closed.
But you just Those kids just snuck past you But I'm Spider-Man! Did I just get dissed by baby Doc Ock? [Ravi, Luke, Emma & Zuri.]
Whoa! This exhibit contains treasures unearthed from ancient Camelot.
And get this! Legends tell of magical forces in some of the artifacts.
Huh.
[Laughs.]
Now that is cool.
[Laughs.]
Whoa! [Gasps.]
Whoa! Luke! No touching! [Grunts.]
Oh, hey.
Another mess to pick up.
Huh? Nice going, Jessie.
[All gasp.]
Can't miss this.
I have to get in there.
Unless it comes out here first! Yikes! So much for peace and quiet.
Everyone get behind me! Yikes! Okay, this is kinda heavy.
Do you really think that piece of metal can protect us? What, should I use your magic wand? Yeah, maybe stick with the sword.
[Grunts.]
Whoa! Whoa! - Whoa! - Whoa! Whoa! Whoa! [Groans.]
[Gasps.]
Children! I just love children! My name is Morgan le Fay.
I've been imprisoned in that thing for centuries, and the first thing I see when I'm freed is kids! Morgan le Fay? The Morgan le Fay? Morgan? She has the same name as dad.
I do not see any resemblance Okay, well maybe the teeth.
I should thank you.
You freed me from a dreadful prison.
Now nothing can stop me from bringing darkness to the whole Earth.
But first things first, I need that sword.
I don't think so, Morgan.
If you're gonna bring darkness to the whole Earth, why would they give you the sword? Yeah.
What he said! Zuri! [Laugh.]
Aren't you kids sweet? You're so innocent and precious, and Easy to destroy! Whoa! [Grunts.]
Sorry, museum rules are pretty clear.
No destroying the children! [Grunts.]
Are you the real Spider-Man? In the flesh.
[Gasps.]
How do we know you're for real? It is Halloween, after all.
Speaking of Halloween, you couldn't have gone as a ghost or something? Scared you, didn't I? [Spider-man.]
Whoa! Yoo-hoo Morgan! Follow the dancing spider! Whoa! I've got a plan Run! That's a good plan! Let us go, Mrs.
Kipling! [Grunts.]
Head for the main exit! It's way too late for kids to be out on the streets.
Better to stay in here for a front-row view of the end of the world! [Laughs.]
Do you like stories? Because here's a good one.
It starts with me getting the sword tonight, the most evil night of the year, and then Well, maybe I should keep the ending a surprise.
Oh, I can't help myself It ends with eternal night over the Earth! Ruled by me and every evil thing you can imagine! And a seriously bad fate for you.
The end! Worst bedtime story ever! Everyone, into the creepy crawly exhibit! This won't hold long, but I'm doing it anyways.
All right, kids, look for someplace to hide while I figure out how to deal with Did you just slime me? [Gasp.]
Oh, no he didn't! - Uh oh.
- He's dead.
Sorry, but you got in my way.
In fact, if you hadn't cut in line, you wouldn't be here in the first place.
Then you wouldn't have released a world-destroying witch! [Grunts.]
I didn't mean to release an evil witch.
All I did was fix the exhibit and the sword came out! Fix the? No! You never touch the exhibits! Oh great.
This is what I have to work with.
Four kids and a girl completely out of her league.
[Jessie.]
Well, I learned a long time ago, never trust a weirdo in a mask! How many weirdos in masks have you encountered? With my luck? Way too many.
Uh Is that a giant earthworm? [Growls.]
[Roars.]
Yup.
Giant earthworm.
[Roars.]
[Growls.]
Look out! Stay here and try not to become ya know, worm food.
[Growls.]
Time to put you back in the garden! [Growls.]
Hey, ugly! [Growls.]
Uh, pointy end that way.
[Growls.]
Whoa! Thanks for the save.
Ditto.
Guess we're even.
I'm Jessie, by the way.
[Growls.]
Hey, over here! Nice find.
Hey, worm-inator! [Growls.]
This way! [Growls.]
Now I'm over here! Over, under, and now you're through! [Roars.]
Not bad, huh? You know, I saw something similar on the street in Jaipur.
But that involved cobras.
Yeah, but not giant cobras, right? No, but cobras I don't care if they're cobras, or kittens the size of bucking broncos, the worm's almost loose! Everyone into the next room! Okay, I think I've been more than a little patient up to this point.
Now what the heck is going on here? No time to Explain.
[Sighs.]
Okay.
Fine.
This sword? It freed Morgan le Fay.
Back in Camelot, she went all evil witchypoo, so they trapped her in the armor with a powerful magical spell, blah, blah, blah, and if I don't stop it, she'll take over the world.
- Bad stuff.
- Magic?! Yeah, magic is real, and it can do things like Like create evil flying Jack-o-lanterns! [Laughs.]
[Screaming.]
Over there.
[Gasps.]
[Laughs.]
I'll take that! [Screaming.]
C'mon guys, follow me! [Groans.]
Never been on the receiving end of a model rocket.
[Laughs.]
Houston, I have a problem One chance! [Laughs.]
I'll handle pumpkin boy.
The rest of you, go! [Jessie.]
Quick! Inside! [Grunts.]
You too, Luke and Ravi Wait where are Luke and Ravi?! Any idea how to work this thing? You are not going to fly in here! Just watch me.
Get out of there.
Now! [Jack o' Lantern laughs.]
[Gasps.]
I wonder what this does.
[Screaming.]
Jack o' Lantern! Over this way! I'll give you a recipe for pumpkin pie! Any landing you can walk away from is a good one.
As hard as it is for me to admit this You're good.
Aw, you're making me blush.
Now where are those kids? [Zuri laughs.]
Whoa! Let's go before Jack o'Lantern wakes up.
Try the next room.
We forgot something.
Something really important Jessie! What? Listen, I was new in town once too, and I totally get how hard it is to find a cheap, uh filling meal in New York, but if I could just recommend a good hot dog stand in Central Park [Grunts.]
[Gasps.]
Yoo-hoo! Tell me you're not afraid of a little barbecue.
[Grunts.]
Just get me out of here! No need to yell.
I'll get you out.
Uh-oh.
Caveman up? Caveman down! Whoa! [Growls.]
Are ya hungry? Knuckle sandwich for you, and knuckle sandwich for you! Friendly neighborhood Spider-Man always on call.
No need to thank me.
Stop talking and look out! Look out for what? Oh great.
Next Halloween I'm staying home! [Grunts.]
[Screaming.]
Whoa! Whose idea was it to put dinosaurs and cavemen in the same exhibit? What difference does it make? The cavemen lived during the paleolithic era, and dinosaurs were in the mesozoic.
So about 60 million years difference.
- Do you even pay attention in science? - I think it's obvious that I don't! [Jessie.]
Quick! Hang a right! Oh great.
Hungry hungry cavemen.
Huh? Good thing the toys didn't get put away.
What? Hey! Back off, monkey boy! I think we're about to be human tikka masala! Grab on! Whoa! Don't panic! Just stay calm and Oh, you're not.
And you are.
When you've wrangled those kids like I have? A dinosaur is easy.
Yee-haw! - Woo doggie! - I'm naming this one trippy! You do seem to know something about staying calm under pressure.
Something? I'm thinking of writing a book about it.
Even if you're surrounded by this all the time, you can still find your happy place.
[Cheers.]
[Laughter.]
[Spider-man.]
Left, other left! Whoa trippy! Last stop for the boneyard express.
Look, Spidey, maybe you should take the sword.
Why? You're doing great.
I don't know how to use it.
If it makes you feel any better, neither do I.
It can't be harder than riding a dinosaur.
How about you just look for an opponents weak spot and hit them there? Huh.
Uh-oh.
What's going on now? This is going so much better than expected.
I got the timing right and my magic is Well, I don't like to brag, but it's nearly all-powerful! Now all I need is the sword.
Nope.
Sorry, not gonna happen.
No way.
Not over my Dead body? Mmm, a bit cliche, but fine by me.
[Roars.]
Mrs.
Kipling? Ravi? What have you been feeding her? We're so small to her now, maybe she won't even notice us.
[Growls.]
[Roars.]
Uh heh, good dragon? Let's hope she changed her mind and doesn't want to hurt us.
Tell you a little secret about the villain, kids.
They never change their mind! [Jessie.]
Run! [Jessie.]
Go, go, go, go, go! Run, run, run, run, run! I can take the dragon.
You get out of here.
Please do not let him hurt her! Spider-Man! You may be a super hero and that may be a big, scary dragon, but it's still Ravi's pet, so [Shouts.]
Please! Mrs.
Kipling is very emotionally vulnerable! Yeah, and I'm very physically vulnerable.
To fire.
I'm back here! Can anyone hear me? [Morgan le Fay.]
I can! [Laughs.]
[Sighs.]
Ouch! You want the sword? Come and get it! [Grunts.]
Whoa! The power is too much for a little girl like you.
No harder than riding a dinosaur.
And after seeing what I've seen tonight, I can take on anything.
Even an evil old lady witch creature like you! [Scoffs.]
Evil, sure, but Old? Maybe you haven't heard, but it's the 21st century and you're just not hip anymore! My kind of evil never goes out of style! [Morgan le Fay laughs.]
Okay! Okay you win.
You can have the sword.
Just stop! [Laugh.]
Well that was easier than I thought.
I had the exact same thought! Dead end! That won't hold long.
Follow me! [Hiss.]
Do you not remember me? I feed you and clean you, and even rub your belly when you are sick.
And that is never pretty.
I do not believe you will hurt me.
[Roars.]
[Growls.]
You remember me! You are a loyal friend! [Sigh.]
I see you've picked up a few tricks.
So sorry you couldn't handle the power, but at least you'll be the first to experience the triumph of eternal darkness.
All light will be blotted out forever and I will finally be the true heir of Camelot! [Cackles.]
I'm sorry, is it me or do you hear something? [Roar.]
Charge! Oh, dear.
Ooh, ouch! Jessie! Put this back where it came from! You got it! No! This is not over! Yes, yes it is! Oh yes, now I remember I Hate Kids! [Grunts.]
Still closed.
[Burp.]
I love you too! To be totally honest, this is one of the weirdest, but not the weirdest, halloweens ever.
You really have this under control.
You sure you don't have any superpowers? I did okay, didn't I? Heh.
I guess not all heroes are super.
Aw, I'm sorry We missed Halloween.
Your costumes were so cute, and Are you kidding? This was the best Halloween ever! - Yeah! - I'll say! Agreed! Hey, I know you saved us, but since we helped out a little and the kids did miss trick-or-treating, - maybe you could do us a favor? - Sure.
Anything.
Boys and girls, welcome to the one and only S.
H.
I.
E.
L.
D Tricarrier! Whoa! How much trouble will I get into if I hock-a-loogie? What a view! I think I can see our penthouse from here! Are these missiles real? Uh we are really high up.
Are we safe? [Spider-man.]
If Nick Fury asks, we were never here.
Happy Halloween, kids!