[EPIC MUSIC] SPIDER-MAN: It's good to be
back in the old threads-- well, the old new threads. Now, I got to say that black
costume was pretty cool, up until I realized it was actually
alive and taking over my mind. Guess they should have
put that on the label. All joking aside, that
thing needs a warning label, especially since Max
seems to have ignored my advice that the
V-252 is too dangerous to exhibit at the Stark Expo. But if he won't listen
to me as Peter Parker, then it looks like a
job for Spider-Man. Wow, the Stark Expo. I still get chills
when I see that sign. Uncle Ben and I would
come to this every year. Once I actually got 30
feet from Tony Stark. [SIGHS] I never washed
those feet again. Now that I'm here
with Horizon High, I have a front-row seat for when
Stark unveils his new-- uh-oh. I know the Stark Expo is
a tough event to get into, but the roof should
not be an option. Whoa, where'd he go? Creepy. But I'm guessing he's just
using the mirage reflectors they unveiled at last year's expo. Hey, ghost of expos past. If you're trying to get into
the expo ahead of the fans waiting in line, you're gonna
have to go through me first. Wow. He's taking me literally. Well, let's see how he feels
about a knuckle sandwich. [SPARKS] Whoa. That's more than a
mirage reflector. Oh. He must have shorted
my web shooters. IRON MAN: Can I help you? Huh? Iron Man. Holy cow. Just like on my collector's
cups, only taller because, you know, they're cups. You're pretty excited
for an intruder intruder. No, no. I'm the guy trying
to stop the intruder. Don't you know better than
to break into a tech expo? Every electronic security
apparatus in the place alerted me to your presence. What? No, it wasn't me. It was-- Talk to the hand. [WEAPON CHARGING UP] No, no, no, no! [PAGES FLIPPING] [THEME MUSIC] [WEAPON CHARGING UP] This should be quick. He's trying to encase me
in an electric grid cage, just like the one in my box
of Avengers instant oatmeal. Mouth wire. [GROANS] Ow. Faster than I gave you
credit for, Spider-Man. That's because we
have to move quick if we're gonna catch the real-- wait, you-- you know who I am? I'm aware of you. What I'm not sure about
is your intention, which is why you're coming with me. [SPARKS] Wow. He knows so I am. This is growing tiresome. I'm telling you, I'm
not the guy you're after. There's some sort
of ghost up here. He was-- A ghost? Uh, nice try. But according to my readouts,
it's just me and you, a 5-foot-10-inch 97-pound kid? Don't be so surprised. This place is
crawling with kids. Well, they're not all
crawling-- just me. And you know what they say. He who crawls and leaps away
lives to fight another day. I hope. Clever, kid. [CHATTER] Well, there's no
doubt Spider-Man is the best person to find this
Ghost character and warn Max. Some days you can accomplish
more just by being-- [WHOOSH] --another face in the crowd. OK, OK. One at a time. SPIDER-MAN: Wow. I can't believe we're
all finally here. It seems like everything
we've worked for all semester has led to this very moment. I don't think I've ever seen so
many geniuses under one roof. GIRL: You're late. Would hello ever suffice? No. Have you seen Max? He's over on
the Horizon stage, but I wouldn't bother him. The V-252 isn't stabilizing,
so he's bugging out. I'll keep that in mind. (MUTTERS) Maybe it'll help me
convince him not to use it. FLASH: Parker! Flash? What are you doing here? Uh, I beg your pardon? This expo is for the
brightest of the bright, and I am representing
Midtown High with my baking soda volcano. Sure, Midtown may have other
entries, but let's be honest. Nothing wins the day like
good old papier-maché. That's great, Flash. I'm in a hurry,
but best of luck. [MYSTERIOUS MUSIC] Step away from the door, sir. Huh? I was just-- Step away from the door. HARRY: Pete. He's with me. What's with the security? [SIGHS] Just my
dad being my dad. Pretty exciting day, huh? Yeah, no kidding. The program says Os Academy
is exhibiting a Vulture force? Among other things. Harry, that's enough talk. But Dad-- I said that's enough. I should get going anyway. Good luck today, Osborn. You too, Pete. Do you have to be so rude, Dad? Pete's my best friend. And today he's
the competition. But everyone's about to
see our experiments anyway. And besides, I don't
think I can keep my glider a secret much longer. About that, son,
I've made a decision. I don't want you to enter your
glider into the competition. What? Why? It's perfect for the expo. I'm sorry, son. But Spider-Man's break-in at
Os Academy got me thinking. We need tighter security. And now that we know that
Spider-Man has aligned himself with Horizon High, it might
be time Os Academy had someone protecting our interests. And your glider here
could be the first step toward such a figure. But-- The conversation
is over, Harry. [GROWLS UNDER BREATH] MAX: Come on. Come on. Problem, Max? Aha. There, there, I've got it. Now if I can just keep
it stabilized long enough for the Stark representatives
to confirm my research, I'll be on my way to adding
it to the periodic table. Didn't you read the
research I gave you, Max? Very insightful. Then you know that
the V-252 is alive. I actually found that
part debatable, Peter. Debatable? I-- Can you show me further proof? Because I had trouble
confirming your theory. What I was able to
confirm, however, is what I've always suspected. This substance, when
given the proper catalyst, can take the form of
whatever I program. Look at this-- a hand,
a foot, you name it. It's not only versatile,
but also impenetrable, and will revolutionize
the prosthetic industry. I'm telling you
it's alive, Max. And exposing it to the
world, let alone the expo, is dangerous. TONY STARK: Science is
always dangerous, kid. If it wasn't, it would
be called minigolf. Tony Stark. Max Modell here
says something's safe, then I believe him. How are you, Max? Very well. Thanks, Tony. Allow me to introduce one of
my more passionate students, Peter Parker. It's a pleasure to
meet you, Mr. Stark. I own every issue of Scientific
Magazine with you on the cover. No need to yell, son. I'm right here. Ooh. Got to work on that grip, kid. You're not helping debunk
the myth that scientists are 98-pound weaklings. Heh. I'm 97 pounds, actually. Hmm. NORMAN: Tony. Here we go. Norman, you're looking well. Me? You should see my Vulture force. I assure you they will be
the highlight of the expo. TONY STARK: I'm the highlight
of the expo, Norman. You should know that. In fact, if you'll excuse
me, I've got 30,000 screaming fans to impress. ANNOUNCER: Ladies and gentlemen,
welcome to the Stark Expo, the technological event of
the year, with your host, the technological man of
the millennium, Tony Stark! [CHEERS, APPLAUSE] Thanks, everyone. I'm sure you're
all about to unveil some groundbreaking
technology here today. Let's be honest. You really came to see
the new suit, am I right? [CHEERS] Then I give you the Mark 50! [CHEERS] VOICE: Tony Stark is
a selfish capitalist. Who said that? Sir, we have a breach. Already on it. But he's using an echo device. Can't pinpoint his
location just yet. Obsessed with
being a tech titan, Stark took control of my ideas
and left me out in the cold. So now I've come to take
control of his ideas-- [SPARKS]---- and leave him
in the cold hard ground. [WEAPONS CHARGING UP] I don't think so. [SCREAMING] Somebody call for Spider-Man? Uh-oh, still no tech. I gotcha. Hopefully. Spider strength,
don't fail me now. A little early for
high-fives, don't you think? Iron Man? Now do you believe
there's someone else here? I'm tempted to say those
kids earned you some cred. But if you want my trust, you'll
help me take down your partner. He's not my partner. Then prove it. Easily, if my
tech was working. Ugh, better fix it fast. Boost from this static
generator should do the trick. [DEBRIS CRUMBLES] [GRUNTING] [YELPS] SPIDER-MAN: Hope that did it. Thanks, Calhoun High School. [GRUNTS] You're attacking me now? Great job proving you
two aren't partners. I'm telling you I don't
even know who this guy is. [EXPLOSION] His name is Ghost. He's got a grudge against me,
which isn't good because he can manipulate all forms of tech. Can even shut it down
by passing through it. Too bad we can't overpower his
circuits the way he did mine. That's not a bad idea. The Mark 50 has the ability to
control other suits remotely. But if I can reverse the signal
with an incoming charge-- [SCREAMS] Good call, Spider-Man. Maybe I was wrong about you. GHOST: You fools. All I needed from that suit were
the interconnectivity disks. Or maybe I spoke too soon. Since you don't seem to
mind one man controlling all the tech in the
world, Mr. Stark, let's see how you feel
about one man controlling all the tech at your expo. [DEVICES CHARGING UP] Everyone, stay calm! Os Academy Vulture
Force, attack! Norman, no! He's extended his reach with
my interconnectivity disks. Suit's not responding
to my commands. Whoa! He's gained control of
everything tech-based. [EXPLOSION] Take out what you can. Ah! Oh, no, no, no, no. Otto, get those arms off. I can't! They're-- [GRUNTS]-- stuck. [GRUNTS] We've got to
retrieve those disks. No problem. Just got to keep my
eyes on the prize. Dah! He's controlling the
optic lenses in my mask. Spider-Man, what
are you doing? Sorry, lens is going haywire. He engaged my night
vision goggles. GHOST: Tech is your
enemy now, Iron Man. Why not take that armor off? I'd love a shot at
your arc reactor. Not a chance. Then experience what it
feels like to have no control! My solar flares are charging. [SCREAMS] I can't see. Spider-Man, grab it
before it can launch! Lenses, enhance the glare. I've got him, Spidey. Watch out! Can't control my arms! Whoa! [CRASH] Ah! Whoa. Thank you, Spider-Man. Harry? Get to safety, Max. But where's Spider-Man? Still can't see. Iron Man, I've hacked
into your frequency. We need to work together if
we're going to stop Ghost. Agreed. I'll be your eyes. He's at your 9 o'clock. Hit him now! [GROANS] You'll regret that. Whoa. That was just the
break we needed. Plus my eyesight's
coming back. Get me closer to those kids. Grab my hand. I'm sorry. That wasn't what-- He's in control
of my armor again. [GRUNTS] [URGENT MUSIC] It won't stop attacking! Look out. [GRUNTS] Got it. That Ghost can't control it
if it doesn't have power. Good move. Have to rely on things
he can't manipulate, like my spider sense! Iron Man? Sorry, kid, I'm
not in control. I only have one
way to stop this. Eject. Finally. Now let's get to the
heart of the matter. [GROANING] My arc reactor. Iron Man! Have to break Ghost's control
of Iron Man before he kills him. But everything in
this place is tech-- almost everything. After it took over
my mind, I swore I'd never put this thing on again. (STRUGGLING) Spider-Man. But Tony's life is at stake. [GLASS SHATTERS] [SCREAMING] It is alive. [PANTING] Time to finish you once
and for all, Spider-Man. (STRUGGLING TO
SPEAK) Spider Man. [GRUNTS] If this isn't
an ad for going organic, I don't know what is. [WEAPONS MISSING] [GRUNTING] [FIGHTING] [GASPING] How-- I have control
over everything. Everything tech-based. Hyah! [CRASH] That's all I need
to destroy you. My sonic scream's
been activated! [SCREAMS] [YELLING] Stop it! Symbiote coming apart. So something does affect you. [PRIMAL SCREAM] So much for your Symbiote! [SCREAM] What? [ACTION MUSIC] [CRASH] How? How? Let's just say that when
you push people too far, they get enraged. And rage is a powerful-- [GRUNTS]-- motivator. Give up these disks now. [YELPS] [CRASH] And one more thing-- apologize. [SCREAMING] Spider-Man, stop! Let security take it from here. Aw. You ruined my big finish, TS. Spider-Man, you need to
take that suit off right now. It's alive. Alive? I thought you wanted
it to become an element on the periodic table. I did. I was caught up in
the glory of it all. But now I know it's not safe. Maybe you're just not the
right person to control it. Maybe it takes someone awesome. Spider-Man, when Ghost
was an employee of mine, he did have incredible ideas. But I took them from him because
he lost sight of their impact. He wasn't acting responsibly. And I have to wonder if you're
heading into similar territory. Changing your suit is one thing,
but changing your moral compass is another. You're right. I've got to get this thing off. But I can't do it alone. And with the sonic
scream devices destroyed, I don't know how. FLASH: Let me take a
crack at it, Spidey. I can pull it off. I appreciate the gesture. But it'll take
more than just you. TONY STARK: Why don't
we do it together? If I've learned anything
on the Avengers, it's that we're at our
strongest as a team. Who's ready to assemble? Yeah, let's do this. Ready? Pull. [ALL STRAINING] [GASPS] That thing just
gave me the evil eye. [ALL STRAINING] It's loose! Clear! [WEAPON ACTIVATES] Everyone get back. I got it. Good to be in control again. Nice teamwork, everyone. Hey, anything to
help out Spider-- Man? What? He's just leaving? SECURITY: Sir,
should we pursue him? No. Let him go. Nice assist, Otto. Thank you, Max. And I'm sorry about
attacking you before. Once I've connected the arms
to the cerebral cortex and not a battery source, it won't ever
be vulnerable to hacking again. Otto, I don't think you should
continue working on those arms until I have a
better understanding of their advanced capability. What? Why? I know enough. I'm sorry, Otto. Either you continue
your research at a pace I'm comfortable with,
or I'm pulling your funding. Your school, your rules. Have it your way. Peter, where have you been? I, uh, got trapped
underneath some of that debris. Well, I'm glad you're OK. Look, I wanted to
apologize for earlier. You were right, and I was wrong. And to make it up
to you, I'm lifting your punishment for taking
the V-252 in the first place. Your work here at the
expo will be reflected in your overall grade. Thank you, Max. Hey, speaking of grades, who is
the winner of the expo anyway? Good question. Mr. Stark, who gets the prize? Well, considering it is the
only thing still standing, I guess the winner is Flash
Thompson's papier-maché volcano. Yeah! In your face, eggheads! Oh, yeah. I mean, I humbly accept
this great honor. Oh, yeah. [POP] [TRIUMPHANT TONE] [ALL CONGRATULATING] Way to go, Flash. What a waste. Dad, I'm sorry I
overreacted when you said I couldn't enter my glider. If I had, it would
have been destroyed along with everything else. Maybe it is meant
for greater things. Then we didn't lose here
today after all, Harry. We gained something
even more valuable-- clarity. Max, I'm taking this substance
back to Avengers Compound. Something this powerful needs
to be under secure lock and key. Huh, no argument here. Mr. Parker, it was a
pleasure to meet you. Max says you have
a lot of potential. And as always, I believe him. [LAUGHS] Thanks. I wish I was a gooey
black substance. I could go back to
Avengers Compound with you. Yeah, I'm gonna leave now. Aw, I meant to
get his autograph. Really? You don't think one
awkward moment is enough? [OMINOUS MUSIC] That is quite an impressive
contraption you have there. Huh, yeah. A lot of good it'll do me. Well, I happen
to know where you might find some additional
funding, if needed. Mr. Stark. I meant to ask, could you
autograph my expo program? Sure, kid. Too bad Spider-Man
ran off so fast. You could have
gotten the autograph of two heroes instead of one. You really think
Spider-Man's a hero? I think he's on his way. He just needs some guidance. You know how it is. You've got Max as your mentor. I'd like to think
Spider-Man knows he can call on Iron Man in the same way. I'm sure he does. Well, keep up those studies. And lift a barbell or
something, will you? I can't be the only
science stud around here. Will do. To Paul? Uh, it's Peter! [THEME MUSIC]
