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...
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 okay. 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've 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've 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.
Oh, yeah! Getting out
earlier than expected, and not a mugger in sight.
I might actually get a good night's sleep for a change.
Whoo-hoo-hoo... Ah!
Uh, hello, spider-sense?
Let me know the next time you're gonna take a vacation.
I don't like being caught off guard by...
Is that the black suit?
Is that my black suit?
And all this time, I thought black was slimming.
♪♪
*Marvel's SPIDER MAN* Season 01 Episode 13
*Marvel's SPIDER MAN* Episode Title: "Venom"
So this is what it was like to fight me in this costume.
Well, a larger, more monstrous version of me
who's clearly taken the V-252 to a much darker place.
'Cause from that wet, gnarly grin,
I'd say the "V" stood for "Venom"!
Whoa! My spider-sense still isn't working!
Can it not sense the Symbiote?
Either way, looks like I need to rely on my other gifts.
I don't mean bowling!
Although...
I'm still going for the strike!
I know the V-252's securely at Avengers Tower.
So are you another one?
'Cause it seems unlikely it could've 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.
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 either.
Like throwing a bus!
Definitely wouldn't throw a bus!
That's right. You don't like that, do you?
Let's see what a cacophony of car alarms sounds like.
I was just showing off that I knew what "cacophony" meant.
And now he's gone.
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?
Too direct.
Mr. Stark, it's Spider-Man,
and depending on how you answer this question, you may need my help.
Oh-ho-ho, that's good! That's gooood.
Call Tony Stark.
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!
Call me back, please.
Real smooth, Parker.
And monoammonium phosphate
is a compound that can separate the...
- Flash! - Huh? What? What? What?
You're the one who asked me here, remember?
Now, do you wanna 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!
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 quarter-hack has family in this neighborhood.
What do you want?
I wanna see you eat turf this weekend.
But rumor has it you won't be able to play
'cause your grades are no good.
Keep it up, and you won't be able to play
'cause 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 wanna stick it to him, ace this test.
Then you can settle your argument on the field.
You really think I can pass, tiny tutor?
Is an amoeba a single-celled organism?
Huh? I don't know!
Still no word from Tony. That's not good.
'Cause 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.
- Peter. - Aah!
Didn't mean to startle you.
I just saw your... your door open.
That's all right.
You okay, 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.
Technically, I wasn't lying to Max,
since I am a superhero,
but I still don't feel good about it.
Fortunately, the data he gave me comes in handy.
There!
Instead of a GPS, I've made myself a VPS:
Venom Positioning System.
- Let's get started. - After you.
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 gonna feel like a fist.
Swing left at 47th Street.
Okay, Venom.
Let's see how you feel when someone sneaks up on you undetected.
- Arriving at your destination. - Huh?
Oh, come on!
You ruined my surpri...
Everybody, get to safety!
And while you're at it, cover your ears!
He's neutralizing the sonic blasts with the lead in those manhole covers!
My sonic blaster!
Venom approaching.
Tell me something I don't know!
Phone, call Max's fax machine!
Dialing.
Thank goodness for dated technology.
Where'd he go?
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 somewhat 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 it.
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.
I won't be able to snoop until he leaves for the day.
So it's a good time to check in
- on Flash at Midtown... - Nerd alert! Puny Parker in the house!
Sorry, tiny tutor.
- Gotta keep up appearances, you know? - What's going on here?
Flash, I've told you a hundred 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! I don't know, I was tutoring Flash for your big exam.
I should've guessed,
because Flash passed with flying colors.
I... I did?
He... 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...
My God! Oh ho ho! You are so there, tiny tutor!
I don't wanna believe Max could actually be Venom.
But that attack on Mr. Salerno's 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...
M-Max!
I-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 gonna make it on time.
Yeah. I guess you're right.
So much for seeing if the canister's 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?
Excuse me.
Do you know if the Wi-Fi password is still "Ra-ra-sis-boom"...
Whoa! "bah"?
Whoa!
Tiny tutor! Hey, you made it. Where's your foam finger?
I, uh, must've left it at home.
Get this crowd cheering, Mary Jane.
Mary Jane? That's Mary Jane Watson?
Yeah. She's the school mascot this year.
Wow. Good for her. Go get 'em, tiger!
Go, Tigers!
Whoo. I'm beginning to understand
why you felt so much pressure, Flash.
- Are you nervous? - I'm pumped!
Gonna 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 café.
Can you believe it? I mean,
I get that he's scared of me, but a monster?
Please! I gotta go. See ya 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
'cause 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?
But the only time Flash was ever near the Symbiote was at... the Stark Expo!
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...
Oh, no!
Flash Thompson...
is Venom.
So it was Flash the whole time?
I can't figure this out.
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!
What's happening to me?
Flash, it's the creature from the expo. Aah!
It bonded with you when you pulled it off me. You have to fight it!
I'm...
trying!
Wait, wait, wait, wait, wait, wait, wait!
Flag on the play!
Unnecessary roughness.
But I've got a better play.
Huh?
What's going on?
Looks like one can won't do the trick.
I need more volume.
Let's hear some team spirit!
Hit him full blast!
- Flash, you all right? - Did I score?
Let's just say I think you're gonna be the MVP:
Most Venomish Player.
Although the competition is fierce.
Uh-oh.
Looks like all the air horns got used up on you.
Run!
We need a plan.
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.
I 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.
We need something that will force the Symbiote
to separate from the players on its own.
Like a chemical catalyst.
Oh! What about, uh, uh, monoammonium phosphate?
It's the stuff in fire extinguishers
that separates the oxygen from the fuel.
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 'em.
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! Hike!
Oh! A Midtown win brings satisfaction,
even if it's a distraction!
Uh-oh. Looks like a Spider blitz.
Touchdown!
Why so defensive?
Get it? "Defensive"?
'Cause you're all defensive line... backers.
Don't worry. I only know a few football terms.
They're almost done.
Yeah, baby!
Flash cuts to the left. Then to the right.
He's unstoppable!
Ow!
Huh. Guess it's back to training camp, boys.
Hope Flash makes it back with those extinguishers.
Or this is gonna be a brutal halftime show.
Spidey, go long! "Go long"?
Oh, you mean "run"! And with a little luck...
Come on, 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.
That's a first down! Now we gotta take the rest down.
Flash, spray 'em all. It won't hurt the players, because...
Because the chemicals only affect the Symbiote...
Freezing it without ever touching the players.
Nerd!
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.
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.
Hmm?
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 anymore, tiny tutor.
From now on, you and I are gonna be like two peas in a paramecium.
I mean, um...
Flash, you're my hero.
Noogie!
Ow! Sync corrections by srjanapala