[MUSIC PLAYING] Web shooters, proportionate
strength of a spider, and it still takes me
just as long to organize this place as anyone else. Who knew science was so messy? He shoots, he-- [SPLAT] --hits his teacher
with a dirty rag. Sorry, Max. It's quite all right, Peter. I'm just happy to see you
balancing out your science work with a little athleticism. I make room when I can. Speaking of which, since Tony
Stark took the V-252 back to the Avengers compound,
do you want me to put its container in storage? No, that's OK. It's really no bother. In fact, we'll have
more room for-- I said, no, Peter. I, uh, I like it there. Sort of reminds me of
what could have been. Oh. I get it. Sorry, Max. No worries. In fact, why don't
you head home? You can come in early and
finish up in the morning. I can't. I promised Flash
Thompson I'd tutor him before school tomorrow. Flash Thompson, the Midtown
lad who won the Stark Expo? Don't remind me. Flash got lucky. And I'll have my
work cut out for me if I'm going to teach him
anything about science. People can
surprise you, Peter. You're a perfect example. I never would have
thought you'd agree to tutor the boy who caused
you so much grief at Midtown. Well, he did something
I didn't expect. He asked for my help. See. He's off to a good start. And he's quite
the football star. I'm looking forward to
seeing him play this weekend. Tell you what, let's
call it a night anyway. I can straighten these
things up on my own. You sure? Thanks, Max. [MUSIC PLAYING] Oh, yeah. Getting out earlier
than expected and not a mugger in sight. I'm might actually get a good
night sleep for a change. [EXCLAIMS] [GROANS] Uh, hello. Spider-Sense, let me
know the next time you're going to take a vacation. I don't like being
caught off guard by-- Is that the black suit? Is that my black suit? [ROARS] And all this time I
thought was slimming. [THEME MUSIC] [MUSIC PLAYING] So this is what it was like
to fight me in this costume. [FIGHTING IMPACTS AND GRUNTING] Well, a larger more
monstrous version of me, who's clearly taken the
V-252 to a much darker place. [ROARS] Because from that
wet gnarly grin, I'd say the V stood for Venom. My Spider-Sense
still isn't working. Can I not sense the symbiote? Either way, looks like I need
to rely on my other gifts. I don't mean bowling, although-- [GRUNTS] --I'm still
going for the strike. [FIGHTING IMPACTS AND GRUNTING] [ROARS] I know that the V-252 is
securely at Avengers Tower. [ROARS] So are you another one? Because it seems unlikely it
could have escaped unless-- unless it bonded with Tony
before he could contain it. Mr. Stark? Is that you? If it is, you should know you're
really stretching out my suit. [ROARS] Unless you're just looking
to see who wore it best. In which case, let's
just say I turned a lot of heads wearing that thing. Not like Tony to put
people in harm's way. But I have to remember the
suit made me do a lot of things I didn't want to do either. [ROARS] Like throwing a bus. Definitely wouldn't throw a bus. [MUSIC PLAYING] [CAR ALARM WAILING] [ROARS] That's right. You don't like that, do you? Let's see what a cacophony
of car alarms sounds like. [MANY CAR ALARMS WAILING] I was just showing off I
knew what cacophony meant. [ROARS] And now he's gone. [MUSIC PLAYING] Guess there's only one way of
knowing if the symbiote has taken over Tony
Stark, and that's for Spidey to ask him directly. Tony, it's your old pal, Spidey. Too friendly. Mr Stark, Spider-Man. Remember that V-252 you
took, it didn't by chance take over your mind did it? Oh, too direct. Mr Stark, it's Spider-Man. And depending on how you
answer this question, you may need my help. Oh, that's good. That's good. Call Tony Stark. JARVIS: Leave a message. Uh, hi. This is Spider-Man with
a message for Tony Stark. Mr. Stark, depending on how
you answer this question, I may need your help. You may need your help. My help. [GROANS] Call me back please. Real smooth, Parker. And mono ammonium phosphate is a
compound that can separate the-- [GRUNTS] - Flash!
- Huh? Wha?
What? What? You're the one who
asked me here, remember? Now do you want to learn
about the exciting world of chemical compounds or not? To be honest, Parker,
I could care less. But my grades are
down and Mr Salerno says if I don't pass
tomorrow's science exam, I can't play in the
big game this weekend. So? I'm not the biggest sports fan,
but won't there be other games? Are you kidding me? This game is against our
biggest rival, Truman High. And I may not be much
in the classroom, but I am the king of
the football field. [GROANS] A nerd like
you couldn't understand the pressures of being a hero. A hero? Yeah, right. Well, well, well, if it isn't
"Flash in the Pan" Thompson. Kevin Wyatt. I forgot Truman
high's quarterhack has family in this neighborhood. What do you want? I want to see you
eat turf this weekend. But rumor has it, you won't be
able to play because your grades are no good. [GROWLS] Keep it up and
you won't be able to play because your legs are no good. Flash, getting in a fight
isn't going to solve anything. Better listen to your
nerd buddy, Thompson. Nicely played, Flash. If you really want to stick
it to him, ace this test, and you can settle your
argument on the field. You really think I
can pass, tiny tutor? Is an amoeba a
single celled organism? Oh, I don't know. [GROANS] [MUSIC PLAYING] [SIGHS] Still no word from Tony. That's not good because if
the symbiote was looking for a host like its original,
Tony and I are both smart, we're both superheroes, and
we were both in close contact with the V-252. MAX MODELL: Peter. [EXCLAIMS] Didn't mean to startle you. I just saw your-- [YAWNS] --your door open. That's all right. You OK, Max? You look tired. Oh, I've been working
late most nights. It's probably just
catching up with me. What are you busy with? Well, I'm devising a
way to track the V-252. Why? We know exactly where it is. Tony took it to Avengers
Compound, remember? Yeah, but Spider-Man told me
he thought he saw it last night, and I started to wonder, what
if the symbiote bonded with Mr. Stark? Hmm, that could
be catastrophic. Fortunately, I know
for a fact that Tony is off planet with the
Avengers on a secret mission. Really? That's a relief, I think. What do you mean? Well, that means it's not
Tony, but it's still out there. And Spider-Man says
his Spider-Sense is useless against it, which
is why I'm working on a way to track it. Didn't you say once
that the symbiote gave off a unique quantum
oscillation of 35 gigahertz? It was actually 38 gigahertz,
but I really don't want you getting involved in this Peter. Promise me you'll leave
the dangerous stuff to the superheroes. You have my word. [MUSIC PLAYING] Technically, I wasn't lying
to Max since I am a superhero. I still don't feel
good about it. Fortunately, the data he
gave me comes in handy. [BEEPING] There. Instead of a GPS, I've
made myself a VPS, Venom Positioning System. VPS: Let's get started. After you. VPS: Venom symbiote detected. Turn right on Broadway. Yes. Once again, science
gets the upper hand. And with the sonic blaster
attached to my glove, that hand is going
to feel like a fist. VPS: Swing left at 47th Street. [SCREAMING] [ROARS] OK, Venom. Let's see how you feel when
someone sneaks up on you undetected. VPS: Arriving at
your destination. Huh? Oh, come on. Ruined my supri-- [GROANS] [CRASH, SCREAMING] [ROARS] Everybody get to safety,
but while you're at it, cover your ears. [SONIC WAVES HUMMING] [GROANS] He's neutralizing the
sonic blasts with the lead in those manhole covers. [ROARS] [GROANS] My sonic blaster. [GRUNTING] [ROARS] VPS: Venom approaching. Tell me something
i don't know. Phone, call Max's fax machine. VPS: Dialing. [FAX MACHINE DIALING] [FIGHTING IMPACTS AND GRUNTING] Thank goodness
for data technology. Where'd he go? VPS: [GARBLED SPEECH] Gone, and it looks like the
VPS was damaged in the fight. Based on that move with
the manhole covers, I wasn't wrong about
Venom being someone smart. But with Tony Stark
off the suspect list, who's another person
that fits the bill? Everyone at Horizon High has had
access to the V-252, Gwen, Anya. Miles has powers
similar to mine. He doesn't quite
match Venom's size. Maybe Max can give me a list of
all the people who worked on-- wait a minute, what about Max? He's had the most
exposure to it. He's certainly smart enough. Not to mention, he's
a pretty big guy. This needs some looking into. [MUSIC PLAYING] [SIGHS] I won't be able
to snoop around Max's lab until he leaves for the day. So it's a good time
to check in on Flash-- Nerd alert. Puny Parker in the house. [LAUGHTER] Sorry, tiny tutor. Got to keep up
appearances, you know? What's going on here? Flash, I've told you
100 times not to-- Peter Parker, is that you? It is Mr. Salerno. How have you been? Well, I've been better, Peter. Ouch. I can see that. What I mean is, I'm having a
hard time losing good students like yourself to Horizon High. In fact, I've been
petitioning to stop Max Modell from recruiting here. He's well aware of it, sir. And while I know it upsets him,
I understand your point too. But what I meant was,
what happened to your arm? Oh, that. Well, I was in a bus
accident, believe it or not. A strange creature attacked us. Really? But what brings
you to Midtown. Not a need to be picked
on by Flash, I hope. Oh. [CHUCKLES] No. I was tutoring Flash
for your big exam. [LAUGHS] I should have
guessed because Flash passed with flying colors. I-- I did? He did? Yes! Now you can see me kick
Truman High's butt tonight. Yeah! Oh, I-- I wasn't actually planning
on going to the game. I mean, I don't know if I can. Oh, you are so
their, tiny tutor. [MUSIC PLAYING] I don't want to believe
Max could actually be Venom, but that attack on Mr.
Salerno is a pretty big clue. Come to think of
it, Max was overly concerned about keeping the
V-252 canister in his office. Luckily, he's gone for the day,
and I can check out its usage-- Max. I thought you were
going to the big game. I was hoping to,
but it dawned on me that with Sal
Salerno petitioning to keep me from
recruiting at Midtown, it might not be the best idea. Oh. I see. Oh, but you better run if
you're going to make it on time. Yeah. I guess you're right. So much for seeing if the
canisters been in use. Although, I guess I
could check its activity by logging in to Horizon's
mainframe with my tablet. Yeah, why not? I'm sure people multitask
at sports events all the time, right? [CROWD CHEERING] Excuse me? [CHEERING] Do you know if the Wi-Fi
password is still rah rah cis-- [CHEERING] --bah. [CHEERING] Tiny tutor, you made it. Where's your foam finger? I, uh, must've
left it at home. [AIR HORN WAILING] Get this crowd
cheering, Mary Jane. Mary Jane? That's Mary Jane Watson? Yeah, she's a school
mascot this year. Wow, good for her. Go get em, tiger. [CHEERING] [CROWD CHEERING "GO TIGERS"] Whoo, I'm beginning
to understand why you felt so much pressure, Flash. Are you nervous? [SCOFFS] I'm pumped. I'm going to crush those guys. See, this is the way you show
up that Truman quarterback. It's about how you
play, not how you fight. Yeah, he's not
playing tonight. Doofus claimed he got
injured when a monster attacked him in that cafe. Can you believe it? I mean, I get that he's scared
of me, but a monster, please. I gotta go. See you after the game? Sure, and good luck. If Max is Venom,
then why would he go after a teenager like Wyatt? Unless Wyatt is
one of the people who signed Salerno's petition. Nope. Kevin Wyatt isn't listed. Think, Pete. Why would Venom go
after a quarterback? You're going down. Wait a minute. Keep it up and you
won't be able to play because your legs are no good. Mr Salerno says if I don't
pass tomorrow's science exam, I can't play in the
big game this weekend. Could it be Flash? [WHISTLE BLOWING] The only time Flash was
ever near the symbiote was at the Stark Expo! [MUSIC PLAYING] [CHEERING] Gotta find footage of the expo. I know he helped get it
off me, but could it have-- there's Flash, and there's the-- [GRUNTS] VENOM: [HISSING] Oh, no. Flash Thompson-- [ROARS] --is Venom! [MUSIC PLAYING] So it Flash the whole time. I can't believe I didn't
figure this out sooner. I was so distracted
by the idea that Venom had to be someone smart that I
completely underestimated Flash. Everyone, stay calm. Flash, I know you're in there. Stand down. [AIR HORN WAILING] What's happening to me? Flash, it's the
creature from the expo. It bonded with you when
you pulled it off me. You have to fight it. I'm-- [GROANS] -trying! [ROARS] [FIGHTING IMPACTS AND GRUNTING] Wait, wait, wait,
wait, wait, wait, wait! Flag on the play. [FIGHTING IMPACTS AND GRUNTING] Unnecessary roughness. But I've got a better play. [AIR HORN WAILING] [SCREECHING] FAN: What's going on? Looks like one can
won't do the trick. I need more volume. Let's hear some team spirit. [AIR HORN WAILING] [CHEERING] Hit him full blast. [AIR HORNS WAILING] [SCREECHING] [GROANS] Flash, you all right? Did I score? Let's just say I think
you're going to be the MVP, Most Venom-ish Player. Though the
competition is fierce. [AIR HORN TOOTS] Uh-oh, looks like all the
air horns got used up on you. Run! [SYMBIOTES ROARING] We need a play. My tutor can help us. He's super smart. Yo, Parker, where are you? If he is smart, he got out of
here when Team Venom showed up. We still need a way to separate
the symbiote from these guys. I can rip it off them like
I did for you at the expo. There's too many of them. Plus, we don't want
you touching it again. [GRUNTS] We need something
that'll force the symbiote to separate from the
players on its own, like a chemical catalyst. [SCREAMING] Oh, what about mono
ammonium phosphate? It's the stuff in
fire extinguishers that separates the
oxygen from the fuel, and it was one of the
answers on my test. Thompson, you're a genius. But sadly, all I have are
webs, not fire extinguishers. Yeah, not a big help. But the school
has plenty of them. Then here's the play. I'll fake a distraction
and occupy the players. You head up the middle
and into the school, bringing back as many
extinguishers as you can. On it. Grass hut, thatched
hut, tiki hut, hut, hike. [GRUNTS] [FIGHTING IMPACTS AND GRUNTING] A Midtown win
brings satisfaction even if it's a distraction. Uh-oh, looks like
a spider blitz. [SYMBIOTES ROARING] Touchdown. Why so defensive? Get it? Defensive? Because you're all
defensive line backers. Don't worry, I only know
a few football terms. They're almost done. [SYMBIOTES ROARING] Yeah, baby. Flash cuts to the left,
then to the right. He's unstoppable. [FIGHTING IMPACTS AND GRUNTING] Huh. Guess it's back to
training camp, boys. [GROANING] Hope Flash makes it back with
those extinguishers or this is going to be a
brutal halftime show. [MUSIC PLAYING] Spidey, go long. Go long? Oh, you mean run. With a little luck, and Spidey
don't choke, lots of people watching. Catch. Yes. I know this is not the way
fire extinguishers should ever be used, but this
is a dire emergency, and lives are at stake. So we've got no choice. [SNARLS] [FOAM BLASTING] That's a first down. Now we got to take
the rest down. Flash, spray them all. It won't hurt the
players because-- Because the chemicals
only affect the symbiote. Freezing it without ever
touching the players. [FOAM BLASTING] [CELEBRATING] Don't lose any of it? Max? What are you doing here? I heard you stayed away
because of some petition? Well, I figure if you can't
face your opposition in a sports arena, where can you do it? But right now, we
need to contain the frozen pieces of the
V-252, and my equipment is back at Horizon. I think I can lend a hand. These containers may not be as
advanced as your Horizon ones, but they should
hold them for now. Thank you, Sal. If Midtown's equipment is
anything like its teachers, I'm sure it's top notch. And I'm sorry if I've come
across as inconsiderate. Maybe moving forward, I
could recruit students based on your recommendations. I'd like that, Max. Thank you. [PHONE BUZZING] Hey, I just got a
text from Tony Stark. Sorry, I didn't get
back to you sooner. I was in space. What a world huh? Call me back. No need to, Mr. Stark. Flash and Spidey
were on the case. [MUFFLED CHATTER] Well if it isn't puny Parker. Come on, guys. I'm just returning Mr.
Salerno's equipment. Hey, no one
messes with Parker. If it wasn't for
him, I couldn't have saved Spider-Man's neck, again. Whatever you say, Flash. Don't worry about them
any more, tiny tutor. From now on, you and
I are going to be like two Ps in a paramecium. I mean, um-- Flash, you're my hero. Noogie. [LAUGHS] [GROANS] [THEME MUSIC]
