Things are never gonna be
the same now.
I mean, look at this.
You got aliens.
You got big green guys
tearing down buildings.
You got big green guys
tearing down buildings.
When I was a kid,
I used to draw cowboys and Indians.
Actually, it's Native American,
but whatever.
Yeah. Tell you what, though.
It ain't bad, is it?
No. Yeah.
Kid's got a future.
Yeah, well...
...we'll see, I guess.
No, hey!
You can't saw through that stuff.
These alien bastards are tough.
You gotta use the stuff they use.
- See? All right.
- All right.
Oh, hey!
Glad you could join us. Afternoon.
- Yeah. My alarm didn't go off.
- Yeah, your alarm.
Look, just go stack
that armor plating like I asked you.
This is a huge deal for us.
Attention, please!
In accordance
with Executive Order 396B...
...all post-battle cleanup operations
are now under our jurisdiction.
Thank you for your service.
We'll take it from here.
Who the hell are you?
Qualified personnel.
Look, I have a city contract to salvage
all this, okay, with the city, so-
I apologize, Mr. Toomes, but all salvage
operations are now under ou rjurisdiction.
Please turn over any and all
exotic materials that you've collected...
...or you will be prosecuted.
Ma'am, what am-- ?
Please. Come here.
Hey, lady, come on.
Look...
...I bought trucks for this job.
I brought in a whole new crew.
These guys have a family.
I have a family.
I'm all in on this. I could lose my house.
I'm sorry, sir. There's nothing I can do.
Maybe next time,
don't overextend yourself.
What'd you say?
Yeah.
He's right. I overextended myself.
- Hey, hey, hey.
- Don't do it.
Put them down.
If you have a grievance,
you may take it up with my superiors.
Your superiors. Who the hell are they?
A joint venture between Stark Industries
and the government...
...the Department of Damage Control,
will oversee the collection...
...and storage of alien
and other exotic materials.
Now the assholes who made this mess
are paid to clean it up.
Yeah, it's all rigged.
Experts estimate there are
over 1500 tons of exotic material...
...scattered throughout the tri-state area.
Hey, chief!
We have another load from yesterday.
We're supposed to turn this in, right?
I ain't hauling it.
It's too bad.
We could have made some cool stuff
from all that alien junk.
I tell you what.
Let's keep it.
The world's changing.
It's time we change, too.
There you go, Mason.
Business is good.
New York. Queens.
- t's a rough borough, but, hey, it's home.
- Who you talking to?
No one. Just making
a little video of the trip.
- You know you can't show it to anyone.
- Yeah, I know.
Then why are you narrating
in that voice?
- Because it's fun.
- Fun.
So why do they call you Happy?
Come on.
I'm not carrying your bags. Let's go.
Hey, should I go
to the bathroom before?
There's a bathroom on it.
No pilot? That's awesome.
- Is that where you're gonna sit?
- Yeah.
This is your first time
on a private plane?
My first time on any plane.
Should it-- ? Should it be-- ?
Should it be making that noise?
No one has actually told me
why I'm in Berlin or what I'm doing.
Something about
Captain America going crazy.
- This is you.
- Oh, we're neighbors?
We're not roommates. Suit up.
Okay, Peter, you got this.
- What the hell are you wearing?
- It's my suit.
- Where's the case?
- What case?
What? I thought that was a closet.
- This is still my room?
- Go.
- My room is way bigger than--
- There.
I found the case. I found the case.
"A minor upgrade"?
Oh, my God.
- Put it on.
- What the-- ?
This is the coolest thing
I've ever seen--
- Let's go.
- But, yeah. Well, I don't understand.
Is it for me? Happy. Happy, wait.
This is insane. Insane.
Look at this thing.
Look. Look at the eyes.
- This is the greatest day of my life.
- Let's go.
Okay, there's Captain America, Iron Man,
Black Widow. Who's that new guy?
- Underoos!
- Oh, that's me. I gotta go. I gotta go.
Hey, everyone.
The craziest thing just happened.
I just had a fight with Captain America.
I stole his shield. I threw it at him--
What the hell? He's big now.
I gotta go. Hang on.
It was the most amazing thing!
Mr. Stark was like, "Hey, Underoos!"
I flipped in and stole Cap's shield.
I was like, "What's up, everybody?"
And then-- Hey, just a second!
coming!
L- ley-
We have thin walls here.
What are you doing, a little video diary?
- Yeah.
- It's all right.
- I'd do the same thing.
- I told him not to.
- He was filming. I'm gonna wipe the chip.
- Okay.
Hey. You know what?
We should make an alibi video
for your aunt anyway. You ready?
- An alibi? Sure. Okay.
- We rolling? Get in the frame.
Hey, May. How you doing? What are
you wearing? Something skimpy, I hope.
Peter, that's inappropriate.
Let's start over. You can edit it.
Three, two, one. Hey, May.
My gosh, I wanted to tell you what
an incredible job your nephew did...
...this weekend
at the Stark internship retreat.
Everyone was impressed.
Come on! It's a freaking merge. I'm sorry.
This is because you're not
on Queens Boulevard.
See, Happy is hoping to get
bumped up to asset management.
He was forehead of security,
before that he was a driver.
That was a private conversation.
I don't like joking about this.
It was hard to talk about that.
- No, seriously, was he snoring a bunch?
- Here we are. End of the line.
- Can you give us a moment?
- Want me to leave?
Grab Peter's case out of the trunk.
I can keep the suit?
Yes, we were just talking about it.
Do me a favor, though.
Happy's kind of your point guy on this.
Don't stress him out.
Don't do anything stupid.
I've seen his cardiogram.
- All right?
- Yes.
Don't do anything I would do,
and don't do anything I wouldn't do.
There's a little gray area in there.
That's where you operate.
- Wait, does that mean I'm an Avenger?
- No.
- This it?
- Seventh floor.
- I can take that. You don't have to.
- You'll take it?
- Yeah, I can take that.
- Thank you.
So when's our next-- ?
When's our next "retreat," you know?
- What, next mission?
- Yeah, the mission. The missions.
- We'll call you.
- Do you have my numbers?
No, I mean, we'll call you.
Like, someone will call you. All right?
- From your team.
- Okay. All right.
It's not a hug. I'm just grabbing
the door for you. We're not there yet.
Bye.
They're gonna call me.
What's up, Penis Parker?
Rise and shine,
Midtown Science and Technology.
Don't forget
about your homecoming tickets.
Do you have a date for homecoming?
Thanks, Jason,
but I already have a date.
- Okay.
- Yeah.
Damn it. You, in my office right now.
Join me, and together...
...we'll build my new LEGO Death Star.
- What?
- So lame.
That's awesome. How many pieces?
Three thousand eight hundred and three.
- That's insane.
- I know. You want to build it tonight?
No, I can't tonight. I've got the Stark--
- Stark internship.
- Yeah, exactly.
Always got that internship.
Yeah, well, hopefully,
soon it'll lead to a real job with them.
- That would be so sweet.
- Right?
He'd be all, "Good job
on those spreadsheets, Peter.
Here's a gold coin."
- I don't know how jobs work.
- That's exactly how they work.
I'll knock out the bones of the Death Star.
I'll come by afterwards. For the most part,
the difficult thing is the base of it.
The top half we can knock out
in two hours, tops.
That'd be great.
I'm gonna be late.
Okay, so how do we calculate
linear acceleration...
...between points A and B?
Flash.
It's the product of sine of the angle
and gravity divided by mass.
Nope. Peter. You still with us?
Yeah, yeah.
Mass cancels out,
so it's just gravity times sine.
Right. See, Flash, being the fastest
isn't always the best if you are wrong.
You're dead.
Today we're talking
about Danish physicist Niels Bohr...
...but trust me, there's nothing Bohr-ing...
...about his discoveries
regarding quantum theory.
Did Liz get a new top?
No. We've seen that before,
but never with that skirt.
- Liz, hey. That looks so good.
- Hi!
We should probably stop staring
before it gets creepy.
Too late.
You guys are losers.
Well, then why do you sit with us?
Because I don't have any friends.
Next question.
What is the heaviest
naturally-occurring element?
Hydrogen's the lightest.
That's not the question. Okay.
- Yeah.
- Uranium.
Correct. Thank you, Abraham.
- Yes.
- Please open your books to page 10.
Peter, it's nationals.
Is there no way
you could take one weekend off?
I can't go to Washington. If Mr. Stark
needs me, I have to make sure I'm here.
You've never been
in the same room as Tony Stark.
Wait. What's happening?
- Peter's not going to Washington.
- No.
- No, no, no.
- Why not?
Really? Right before nationals?
He already quit marching band
and robotics lab.
I'm not obsessed with him.
Just very observant.
Flash, you're in for Peter.
I don't know.
I gotta check my calendar first.
I got a hot date
with Black Widow coming up.
That is false.
What'd I tell you about using the bell
for comedic purposes?
- Hey, what's up?
- Hey, man.
What's up, Mr. Delmar?
Hey, Mr. Parker.
Number five, right?
Yeah, and with pickles, and can you
smush it down real flat? Thanks.
You got it, boss.
How's your aunt?
Yeah, she's all right.
She's a very hot Italian woman.
How's your daughter?
- Ten dollars.
- It's 5 dollars.
- For that comment, 10 dollars.
- Hey, come on. I'm joking. I'm joking.
Here's 5 dollars.
What's up, Murph?
How you doing, buddy?
So how's school?
It's boring. Got better things to do.
Stay in school, kid.
Otherwise, you're gonna end up like me.
- This is great.
- Best sandwiches in Queens.
Finally.
- What's the matter with you?
- Could you hold this?
Thanks.
Hey, is this anybody's bike? No?
- Hey, buddy, is this your bike?
- I have no change.
Does anyone have a pen?
Do you have a pen?
Everybody good?
Hey!
You're that spider guy
on YouTube, right?
Call me Spider-Man.
Okay, Spider-Man. Do a flip.
- Yeah!
- Not bad.
Hey, buddy.
- Shouldn't steal cars, it's bad.
- It's my car, dumb-ass!
Hey! Shut that off!
- Can you tell him it's my car?
- I was--
- I work at nights. Come on.
- That's not your car!
- That's his car.
- How was I supposed to know?
- He was putting that in the window!
- Every day with these alarms!
- Turn it off!
- Don't make me come down there, punk.
Hey, Gary. How you doing?
Marjorie, how are you?
How's your mother?
I'm good, I'm good.
You have reached
the voice-mail box of:
Happy Hogan.
Hey, Happy. Here's my report for tonight.
I stopped a grand theft bicycle.
Couldn't find the owner,
so I just left a note.
I helped this lost, old Dominican lady.
She was really nice
and bought me a churro.
I just feel like I could be doing more.
You know? Just curious
when the next real mission's gonna be.
So, yeah, just call me back.
It's Peter. Parker.
Why would I tell him about the churro?
Hey, hey-
Okay.
- Can't wait to see this thing.
- Finally, something good.
Yo, this high-tech stuff makes it too easy.
- Told you it was worth it.
- Okay, go, go, go.
Oh, nice.
We can hit, like, five more places tonight.
What's up, guys?
You forget your PIN number?
You're the Avengers.
What are you guys doing here?
Thor. Hulk.
Good to finally meet you guys.
I thought you'd be more handsome
in person. Iron Man.
Hey, what are you doing robbing a bank?
You're a billionaire.
Hey"
Oh, this feels so weird.
What is that thing?
I'm starting to think
you're not the Avengers.
911. What's your emergency?
Spider-Man is fighting the Avengers
in a bank on 21st Street.
Let's wrap this up. It's a school night.
So how do jerks like you
get tech like this?
No. Wait, wait, wait!
Mr. Delmar.
Hey, Mr. Delmar, you in here?
ls anybody in here? Hello?
Oh, come on.
I gotta--
- Here, here.
- Good, yeah.
Okay. Good. Yes.
Yes-- No. No, put that down.
That's worth more
than you or me. Yeah?
The craziest thing just happened.
These guys were robbing an ATM...
- ...with high-tech weapons--
- Take a breath. I don't have time...
- ...for ATM robberies...
- Yeah, but--
...or the notes you leave.
I have moving day to worry about.
Everything's gotta be out next week.
- Wait. You're moving? Who's moving?
- Yeah, don't you watch the news?
Tony sold Avengers Tower.
We're relocating to a new facility upstate...
- ...where hopefully cell service is worse.
- But what about me?
What about you?
Well, what if Mr. Stark needs me
or something big goes down?
- Can I please talk to Mr. Stark?
- Stay away from anything dangerous.
I'm responsible for making sure
you're responsible, okay?
I am responsible. I-- Oh, crap.
- My backpack's gone.
- That doesn't sound responsible.
- I'll call you back.
- Feel free not to.
What was that?
It's nothing. Nothing.
You're the Spider-Man.
- From YouTube.
- I'm not. I'm not.
- You were on the ceiling.
- No. What are you doing in my room?
May let me in.
We were gonna finish the Death Star.
You can't just bust into my room!
That turkey meatloaf recipe is a disaster.
Let's go to dinner.
Thai? Ned, you want Thai?
- Yes.
- No. He's got a thing.
A thing to do after.
Okay.
Maybe put on some clothes.
- Oh, she doesn't know?
- Nobody knows.
Mr. Stark knows
because he made my suit. That's it.
Tony Stark made you that?
Are you an Avenger?
Yeah, basically.
You can't tell anybody about this.
You gotta keep it a secret.
- Secret? Why?
- You know what she's like.
If she finds out people try and kill me
every night, she won't let me do this.
Come on, Ned, please.
Okay, okay, okay.
I'll level with you.
I can't keep this a secret.
It's the greatest thing
that's ever happened to me.
Ned, May cannot know.
I cannot do that to her right now.
You know? I mean, everything
that's happened with her, I-- Please.
- Okay.
- Just swear it, okay?
I swear.
- Thank you.
- Yeah.
I can't believe this is happening now.
- Can I try the suit on?
- No.
How's it work? Magnets?
How do you shoot the strings?
- I'm gonna tell you at school tomorrow.
- Great.
Okay, well, wait, then.
How do you do this
and the Stark internship?
This is the Stark internship.
Just get out of here.
What's the matter?
Thought you loved larb.
It's too larby?
Not larby enough.
How many times do I have to say "larb"
before you talk to me?
You know I larb you.
I'm just stressed.
The internship, and I'm tired.
A lot of work.
The Stark internship.
I have to tell you,
not a fan of that Tony Stark.
You're distracted all the time.
He's got you in your head.
- Delmar's Sandwiches was destroyed...
- What does he have you doing?
- ...in an explosion...
- You need to use your instincts.
...after an ATM robbery was thwarted
by Queens' own crime stopper...
What?
...the Spider-Man.
As the Spider-Man attempted
to foil their heist...
...a powerful blast was set off, slicing
through the bodega across the street.
Miraculously, no one was harmed.
If you spot something like that happening,
you turn and you run the other way.
Yeah. Yeah, yeah, yeah. Of course.
Six blocks away from us.
I need a new backpack.
- What?
- I need a new backpack.
That's five.
- Sticky rice pudding.
- We didn't order that.
It's on the house.
Thanks.
That's nice of him.
I think he larbs you.
You got bit by a spider?
Can it bite me?
Well, it probably would've hurt, right?
Whatever. Even if it did hurt,
I'd let it bite me.
Maybe. How much did it hurt?
The spider's dead, Ned.
You were here?
Yeah.
You could've died.
Do you lay eggs?
What? No.
- Can you spit venom?
- No.
Can you summon an army of spiders?
No, Ned.
The Sokovia Accords were put
into place...
How far can you shoot your webs?
It's unknown. Shut up.
-- To begin regulating...
If I was you,
I would stand on a building...
- ...and just shoot it as far as I could--
- Shut up, Ned.
Hi. I'm Captain America. Whether you're
in the classroom or on the battlefield...
- Do you know him too?
- Yeah, we met.
...fitness can be the difference
between success or failure.
- I stole his shield.
- What?
Today, my good friend,
your gym teacher...
...will conduct
the Captain America Fitness Challenge.
Thank you, Captain.
Pretty sure he's a war criminal,
but I have to show these videos.
It's required by the state. Let's do it.
Do Avengers have to pay taxes?
What does Hulk smell like?
- I bet he smells nice.
- You have to shut up.
Is Captain America cool,
or is he like a mean, old grandpa?
Ned, just...okay?
- Hey, can I be your guy in the chair?
- What?
Yeah. You know how there's a guy
with a headset...
...telling the other guy where t0 go?
If you're in a burning building,
I could tell you where to go.
There'd be screens around me,
and I could swivel around.
- I could be your guy in the chair.
- I don't need a guy in the chair.
Looking good, Parker.
Now, see, for me, it would be F Thor...
...marry Iron Man and kill Hulk.
Well, what about the Spider-Man?
It's just Spider-Man.
Did you see the bank security cam
on YouTube? He fought off four guys.
Oh, my God,
she's crushing on Spider-Man.
No way.
- Kind of.
- Oh, gross.
- He's probably 30.
- You don't know what he looks like.
Like, what if he's seriously burned?
I wouldn't care. I'd love him
for the person he is inside.
Peter knows Spider-Man.
No, I don't. No. I-- I mean--
They're friends.
Yeah, like Coach Wilson
and Captain America are friends.
I've met him, yeah. A couple times.
But it's...
...through the Stark internship.
Yeah, well, I'm not really supposed
to talk about it.
Well, that's awesome.
Hey, you know what?
Maybe you should invite him
to Liz's party. Right?
Yeah, I'm having people over tonight.
You're more than welcome to come.
- Having a party?
- Yeah, it's gonna be dope.
You should totally invite
your personal friend Spider-Man.
It's okay.
I know Peter's way too busy
for parties anyway, so...
Come on. He'll be there. Right, Parker?
What are you doing?
Helping you out.
Did you not hear her?
Liz has a crush on you.
Dude, you're an Avenger.
If any one of us has a chance
with a senior girl, it's you.
House party in the suburbs.
Oh, I remember these. Kind of jealous.
It'll be a night to remember.
Ned, some hats wear men.
You wear that hat.
Yeah, it gives me confidence.
This is a mistake.
Hey, let's just go home.
Oh, Peter.
I know. I know it's really hard...
...trying to fit in with all the changes
your body's going through.
It's flowering now.
He's so stressed out lately.
What helps with stress is a party.
- We should go to the party.
- Yeah, let's do it. I'm gonna go.
Peter.
- Have fun, okay? Okay.
- I will.
Bye, May.
Dude, you have the suit, right?
- Yeah.
- This is gonna change our lives.
- Annie, over here!
- Hey.
L- ley-
DJ Flash.
Okay. We're gonna have
Spider-Man swing in...
...say you guys are tight, and I get
a fist bump or one of those half bro-hugs.
Can't believe you're at this lame party.
But you're here too.
Am w.
Oh, my gosh.
Hey, guys. Cool hat, Ned.
- Hi, Liz.
- Hi, Liz.
I'm so happy you guys came.
There's pizza and drinks. Help yourself.
- What a great party.
- Thanks.
Oh, I--
My parents will kill me
if anything's broken. I gotta--
- Yeah.
- Have fun.
- Bye.
- Bye.
Dude, what are you doing?
She's here. Spider it up.
No, no, no. I can't-- I cannot do this.
Spider-Man is not a party trick, okay?
Look, I'm just gonna be myself.
Peter, no one wants that.
Dude.
Penis Parker, what's up?
So where's your pal Spider-Man?
Let me guess: In Canada
with your imaginary girlfriend?
That's not Spider-Man.
That's just Ned in a red shirt.
"Hey, what's up? I'm Spider-Man.
Just thought I'd swing by
and say hello to my buddy Peter.
Oh, what's up, Ned?
Hey, where's Peter, anyways?
He must be around..."
God, this is stupid. What am I doing?
What the hell?
This sucks.
Now, this is crafted from a reclaimed
sub-Ultron arm straight from Sokovia.
Here. You try.
I wanted something low-key.
Why are you trying to upsell me, man?
Okay, okay.
I got what you need, all right?
I got tons of great stuff here. One sec.
Okay, I got black hole grenades,
Chitauri railguns...
You letting off shots
in public now? Hurry up.
Look, times are changing. We're the only
ones selling these high-tech weapons.
This must be where
the ATM robbers got their stuff.
I need something to stick up somebody.
I'm not trying to shoot them back in time.
I got antigrav climbers.
Yo, climbers?
Okay, what the hell is that?
- Did you set us up?
- Hey, hey, man.
Hey! Hey, come on. You gonna shoot
at somebody, shoot at me.
All right.
What was that?
- We gotta call him.
- No, no, no.
Did you just do it again?
- Shut up.
- I'm calling him.
Toomes's phone.
Boss.
Oh, my butt!
Great. Guess I'm gonna have
to take a shortcut.
Hey, guys. Good game. Have fun.
Hey, hey, buddy.
Sorry, no time to play. Here, go fetch.
Now, this is more like it.
Smells really good.
Great movie!
Oh, hey, guys.
NO! No!
Hey, it's Peter. Leave a message.
Peter, where are you?
The hat's not working. This is not cool.
Almost got you.
Thought you got away from me,
didn't you?
I got you right where I want you.
Surprise!
What the hell?
Oh, hey.
And then he just, like,
swooped down like a monster...
...and picked me up, and took me up
like a thousand feet and just dropped me.
How'd you find me?
Did you put a tracker in my suit?
I put everything in your suit.
Including this heater.
That's better. Thanks.
What were you thinking?
The guy with wings is the source
of the weapons. I gotta take him down.
Take him down now, huh?
Crockett, there are people
who handle this son of thing.
- The Avengers?
- No. This is a little below their pay grade.
Mr. Stark, you didn't have
to come out here.
I had that. I was fine.
Oh, I'm not here.
Thank God this place has Wi-Fi...
...or you would be toast right now.
Thank Ganesh while you're at it. Cheers.
Look, forget the flying vulture guy,
please.
- Why?
- Why?
Because I said so!
Sorry, I'm talking to a teenager.
Stay close to the ground.
Build up your game helping little people,
like that lady that bought you the churro.
Can't you just be a friendly...
...neighborhood Spider-Man?
But I'm ready for more than that now.
No, you're not.
That's not what you thought
when I took on Captain America.
Trust me, kid. If Cap wanted
to lay you out, he would've.
Listen to me. If you come across
these weapons again, call Happy.
Are you driving?
You know, it's never too early
to start thinking about college.
I got some pull at MIT. End call.
No, I don't need to go to--
Mr. Stark is no longer connected.
That's awesome.
"Stay close to the ground"?
What is he talking about?
Hey, what's up? I'm on my way back.
Actually, I was calling to say
maybe you shouldn't come. Listen.
When I say "penis," you say "Parker."
- Penis!
- Parker!
- Penis!
- Parker!
Sorry, Peter. I guess we're still losers.
- I'll see you tomorrow.
- I'll see you tomorrow in school.
Idiots.
Idiots.
Idiots!
Boss?
Your wife keeps texting you.
Something about a brake light.
What'd I tell you about
looking at my phone?
Sorry. You left it out.
You know
I'm a curious person by nature.
I finished designing
that high-altitude vacuum seal.
In case you want to,
you know, go for the big one?
You're still on that? I told you, no.
The answer's no. Forget it.
I mean, that was badass.
How many times have I told you
not to fire them out in the open?
- You said, move the merchandise.
- Under the radar.
Under the radar!
That's how we survive.
If you bring Damage Control
or the Avengers down here, we're through.
You're out there wearing that goofy thing,
lighting up cars...
...calling yourself the Shocker.
"I'm the Shocker. I shock people."
What is this, pro wrestling?
Whatever, old man. Come on.
Look.
Look.
I know you don't give a crap
about anything.
But I do.
I built this whole place
because I got people I have to look after.
Yeah, yeah, yeah.
You know what?
I can't afford your bullshit.
- Get out of here.
- What?
- You're done. You're off the crew.
- Yeah, all right.
All right.
Wonder if you can afford me
out there, though, right?
With everything I know.
- Excuse me?
- I'm just saying...
...maybe your wife would like to know
where you really get your money from.
- You know what?
- What?
You're right.
- That work?
- I don't know.
I can't afford that.
Wait.
Damn.
- I thought this was the antigravity gun.
- What?
No, that's that one.
Here.
Now you're the Shocker. Go out there
and find that weapon he lost.
All right.
Hey, thanks for bailing on me.
Yeah, well, something came up.
What is that?
I don't know.
Some guy tried to vaporize me with it.
- Seriously?
- Yeah.
Awesome.
I mean, not awesome.
Totally uncool of that guy.
So scary.
Well, look, I think it's...
...a power source.
Yeah, but it's connected
to all these microprocessors.
That's an inductive charging plate. That's
what I use to charge my toothbrush.
Whoever's making these weapons
is combining alien tech with ours.
That is literally the coolest sentence
anyone has ever said.
I just want to thank you
for letting me be part of your journey...
...into this amazing--
Keep your fingers clear of the blades.
I gotta figure out what this is
and who makes it.
We'll go to the lab after class
and run tests.
Let's do it.
First, we put the glowy thing
in the mass spectrometer.
We gotta come up with a better name
than "glowy thingy."
You're right.
Crap.
Come on, come on, come on.
High schools creep me out.
They got this funny smell, you know?
Hey, that's one of the guys
that tried to kill me.
What?
- Yeah.
- We gotta get out of here.
No, no, no. I gotta follow them.
They can lead me to the guy
that dropped me in the lake.
- Someone dropped you in a lake?
- Yeah, it was not good.
- Peter--
- No. Stay there, Ned.
Peter.
What are you doing?
Nothing.
Yeah. You good?
Chess.
Man, can you imagine what the boss
would say if he knew where we were?
It's saying there was
an energy pulse here.
There's no sign of the weapon.
- And even if it was here, now it's gone.
- So are we.
This is so awesome.
I know, right?
They're in Brooklyn.
Staten Island.
Leaving Jersey.
They stopped.
Maryland?
- What's there?
- I don't know.
Evil lair?
- They have a lair?
- A gang with alien guns...
...run by a guy with wings? Yeah.
Badass.
But how are you gonna get there
if it's, like, 300 miles away?
It's not too far from D.C.
- Hey, it's Peter.
- Guys.
- Peter?
- Hey, buddy.
I was hoping I could rejoin the team.
No, no way. You can't quit on us...
...stroll up and be welcomed back
by everyone.
Hey, welcome back!
Flash, you're back to first alternate.
- What?
- He's taking your place.
Excuse me, can we go already?
I was hoping to get in some protesting
in front of an embassy before dinner.
Protesting is patriotic.
Let's get on the bus.
Focus up.
Our next topic is the moons of Saturn.
The second law of thermodynamics.
- Frank Sinatra.
- Fort Sumter.
- Flash is wrong.
- Okay, let's focus. Next one.
Liz, don't overwork them.
Strontium, barium, vibranium.
Very good, Peter. Glad to have you back.
Glad to be back.
- What is the current standard unit of-- ?
- Can I take this real quick?
Yeah, fine.
- Hello?
- Got a blip on my screen here.
You left New York?
- Okay, focus up, everyone.
- Tracker.
Yeah, it's just a school trip. It's nothing.
Happy, I gotta say,
tracking me without permission...
...is a complete violation of privacy.
- That's different.
- What's different?
Nothing. Look, it's just
the Academic Decathlon.
- It's no big deal.
- Hey, hey. I'll decide if it's no big deal.
Sounds like no big deal,
but remember, I'm watching you.
- Everyone stick together.
- Yeah.
You kidding me? This place is huge.
- I've seen bigger.
- There's a bird in here.
- Hey, you brought your laptop, right?
- Why?
Peter...
...why are we removing
the tracker from your suit?
I gotta follow these guys to their boss
before they move again...
...and I don't really want Mr. Stark
to know about it.
So you're lying to Iron Man now?
No, I'm not lying.
He just doesn't really get
what I can do yet.
Gotcha.
All right, Happy, enjoy tracking this lamp.
There's a ton
of other subsystems in here...
...but they're all disabled
by the Training Wheels Protocol.
What?
"Training Wheels Protocol"? Turn it off.
I don't think that's a good idea.
They're blocked for a reason.
Come on, man,
I don't need training wheels.
I'm sick of him treating me
like a kid all the time.
- t's not cool.
- But you are a kid.
A kid who can stop a bus
with his bare hands.
Peter, I just don't think this is a great idea.
I mean, what if this is illegal?
Look, please.
This is my chance to prove myself.
I can handle it. Ned, come on.
- I don't think this is a good idea.
- The guy in the chair.
- Don't do that.
- Come on.
The glowy thing, it's evidence.
Keep it safe.
- All right?
- Okay. Okay.
- They're moving.
- Be careful.
- Hey, Liz.
- Perfect timing.
We're gonna go swimming.
- Come on, come on, come on.
- What?
- Hey, Peter.
- Hi.
L- ley-
I was-- I was gonna go study
in the business center.
You don't need to.
You're the smartest guy I've ever met.
And besides...
...a rebellious group activity the day
before competition is good for morale.
Well, I read that in a TED Talk, so--
I-- I heard it in a TED Talk.
And I read a coaching book.
You really--
This is really important to you.
Yeah. It's our future.
I'm not gonna screw it up.
Besides, we raided the minibar
and these candy bars were, like, $11.
- So get your trunks on and come on.
- Come on.
- Come on.
- I'm coming, I'm coming.
Let's go.
- Good evening, Peter.
- Hello? Hello?
Congratulations on completing
the Training Wheels Protocol...
...and gaining access
to your suit's full capabilities.
Thank you.
Where would you like
to take me tonight?
I put a tracker on someone.
He's a bad guy.
Tracker located.
Plotting course to intercept target.
As long as I make it back
in time for decathlon, it's fine.
One hundred meters
from destination and closing.
Jump now.
Detecting three individuals.
Why is their secret lair
in a gas station? That's so lame.
Hey, suit lady, what are they doing?
Do you want to hear
what they're saying?
I can hear what they're saying? Yeah.
Activating Enhanced
Reconnaissance Mode.
I got the gauntlet from the Lagos cleanup.
The rest is my design.
Whoa, that's so cool.
Can't believe they're still cleaning up
that Triskelion mess.
I love it. They keep making messes...
- ...we keep getting rich.
- Target inbound.
They're in the middle of a heist.
I could catch them red-handed.
This is awesome.
Okay, I'll get closer
to see what's happening.
Would you like me
to engage Enhanced Combat Mode?
"Enhanced Combat Mode"? Yeah.
Activating instant Kill.
No, no, no. I don't want to kill anybody.
Deactivating Instant Kill.
Did you hear that?
What the hell just happened?
What was that?
You jumped off the sign
and landed on your face.
What's wrong with my web-shooters?
Rapid-fire is the default
for Enhanced Combat Mode.
- Why would I need rapid-fire?
- Would you like to see more options?
You have 576 possible
web-shooter combinations.
Mr. Stark really overdid it.
You two wait right here.
Wait. You're gonna want
to turn on the dampers.
- That thing will shatter your arm.
- All right, where's the dampers?
- That one.
- Great choice.
Would you like me to set this
as your new default?
No, no, no.
- Push that in. No, the other--
- Here? This one here?
- What was that?
- Taser webs.
Taser webs? I don't want Taser webs.
You seem to be unfamiliar
with your web-shooter settings.
Would you like to run
a refresher course?
- No. Just-- You choose.
- Sure thing.
Six-alpha-niner,
are you running on time?
Copy, central.
Six-alpha-niner on schedule.
- I got a visual.
- Green light, green light.
Oh, that's him.
Okay. I got eyes on the convoy.
Pulling in behind the caboose.
Deploy anchors.
Dropping down.
No outgoing distress signals.
You're clear.
Hey. Looks like they got
some good stuff here.
Cool. It's like some kind of
matter phase shifter.
All right, coming up.
Hey, Big Bird. This doesn't belong to you.
Oh, God.
- Suit lady, what was that?!
- You told me to choose.
What? No, just set everything
back to normal.
Activating all systems.
My head.
You appear to have a mild concussion.
Hey, so where am I right now?
I'm not sure.
The container walls are hindering
my sensors.
Wait a minute.
They must have hijacked the truck
and taken me to their evil lair.
Okay, suit lady, we're gonna have
to fight our way out of this one.
Three, two, one.
What is this place?
Suit lady, where am I?
You're in the most secure facility
on the eastern seaboard.
The Damage Control deep storage vault.
No. Seriously?
The door will most likely remain closed
until morning.
Morning?
Hey, suit lady. I kind of feel bad
calling you "suit lady," you know?
I think I should probably give you a name.
Like Liz. No, no, no.
God, that's-- That's weird.
What about Karen?
You can call me Karen
if you would like.
Hey, Karen, what else can this suit do?
What?
Maybe we should run
that refresher course.
- Ricochet web.
- Ricochet web.
- Cool.
- Splitter web.
- Web grenade.
- Web grenade!
Should I tell Liz that I'm Spider-Man?
Who is Liz?
Who's Liz? She's--
She's the best. She's awesome.
She's just a girl who goes to my school.
And--
Yeah, I just-- I really want to tell her,
but it's kind of weird, you know?
"Hey, I'm Spider-Man."
What's weird about that?
What if she's expecting
someone like Tony Stark?
Imagine how disappointed
she'd be when she sees me.
Well, if I were her,
I wouldn't be disappointed at all.
Thanks, Karen.
It's really nice
to have somebody to talk to.
Hey, how long we been here anyways?
- Thirty-seven minutes-
- What?!
Thirty-seven minutes? That's insane.
I cannot take this anymore.
I got t0-- I gotta get out of here.
There's got t0 be something in here
I can use.
Okay, let's see.
Nope.
That's awesome.
Hey, it's like the glowy thing.
That glowy thing is
an explosive Chitauri energy core.
You mean, we've been
carrying around a bomb?
t would require radiation
to transform it into an explosive state.
No, no, no.
Hey! Please!
Please, somebody let me out! Hey!
Karen, you have to help me override
that time lock.
Okay, Karen, lower the voltage and run it.
Trial unsuccessful.
Okay, we're just gonna have
to try every sequence.
Ned, Peter, we're gonna be late.
Come on, let's go.
Okay. Hold on, hold on.
Initiating trial 247.
It worked. It works.
Please be sure
all cell phones are turned off.
Thank you.
Karen, get me to decathlon
as fast as possible.
Sure thing. Just tell me where it is.
Across the street
from the Washington Monument.
- It's Ned. Leave a message.
- Call me back. The glowy thing's a bomb!
There's a vehicle approaching
on your right.
We have now entered sudden death.
The next correct answer wins
the championship.
Midtown Tech?
Zero.
That is correct.
Midtown takes the championship.
- We won.
- You guys, I am so proud of you.
- Told you we didn't need Peter.
- Flash, you didn't answer a question.
- Taking it all in, Michelle?
- Oh, yeah, I just--
I don't want to celebrate something
that was built by slaves.
I'm sure the Washington Monument
wasn't built by--
Okay.
- Enjoy your book.
- Thanks.
- Oh, Ned, you're alive.
- Peter, are you okay?
Where's the glowy thing?
The glowy thing?
- t's safe. It's in my backpack.
- Ned, listen, the glowy thing is dangerous.
You missed the decathlon.
I covered for you.
- Listen.
- We're at the Washington Monument.
- Peter, is that you?
- Hey, Liz.
- Is that Liz?
- Put Ned back on the phone.
- You should tell her how you feel.
- You flake. You are lucky we won.
I want to be mad, but I'm more worried.
Like, what is going on with you?
I have to talk to Ned. It's important.
- All items on the belt, please.
- There's something in Ned's backpack.
It's dangerous.
Don't let it go through x-ray.
Liz? Liz! Damn it.
Can I be the one
to tell Peter he's expelled?
The Washington Monument is 555 feet,
five and one-eighth inches tall.
Notice how the marble and granite
are cut around the stone.
No, no, no.
Karen, what's going on up there?
The Chitauri core has detonated...
...and caused severe structural damage
to the elevator.
- Oh, no.
- My friends are up there.
What? Don't worry, ma'am,
everything's gonna be okay.
Excuse me, excuse me.
Oh, my God, that's tall.
Oh, my God. Look at the ceiling.
Just stay calm, everyone.
Oh, we are all going to die here.
Estimating 10 minutes
before catastrophic failure.
We're freaking screwed.
Okay, I know that was scary,
but our safety systems are working.
The safety systems
are completely failing.
We're very safe in here.
The occupants are
in imminent mortal danger.
Going as fast as I can!
- Let's go.
- Give me your hand.
You now have 125 seconds
until catastrophic failure.
What?! Why?
Unexpected motion has caused
the deterioration to escalate.
- How do I get in there?
- Activating reconnaissance drone.
Has that been there this whole time?
That's awesome.
Locating optimal entry point.
Proceed to southwest window.
Karen, I'm on my way.
- There's a lot of glass here.
- You got this.
Keep coming, keep coming.
Okay. Oh, my God.
Okay.
What's wrong? You've reached
the southwest window.
- Why are you hesitating?
- It's fine.
I've just never been this high before.
You have also not reinstalled
your parachute...
...so a fall from this height
would most likely be lethal.
Perfect.
Oh, my God.
Why is it not breaking?
It's four-inch ballistic glass.
You'll have to create more momentum.
This is D.C. Metro Police.
Identify yourself.
My friends are in there! Stop!
Return to the ground immediately.
- Okay, who's next?
- Me, it's my turn.
Flash, seriously? What are you doing?
- Come on.
- Don't worry about the trophy.
Stand down!
Return to the ground immediately.
Return to the ground
or we will open fire!
Go up, 90 UP-
I got this.
Take my trophy.
This is your last chance.
I'm gonna die.
Break!
I did it.
Hey, how you doing?
Don't worry. I got you.
- Yes! Yes.
- Hey, hey, hey.
- Big guy, quit moving around.
- I'm sorry, sir.
Let's go, let's go!
Okay, Okay-
- Mr. Harrington, go.
- Ned, come on.
- This is your stop.
- Come on, Liz.
Go, go, go. Everybody out.
Move it, people. Move it, move it.
- Are you sure it's safe?
- Liz.
Liz!
You're okay. You're okay.
Okay.
- Oh, my God.
- Good, good.
Come on up.
Come on, you guys, stay back.
- Come on in.
- You guys good?
So is everyone okay?
This is your chance, Peter.
Kiss her.
Thank you.
Are you really friends with Peter Parker?
I can finish the next order, but without
any new materials from that truck...
Yeah, damn it.
We still have enough to do
the Gargan deal though, right?
Yeah, but then that's it.
Maybe it is time
that I built the high-altitude seal.
- Would you shut up about that?
- It's only one job.
No.
Eight years, not a word from the feds,
nothing from those...
...Halloween-costume-wearing bozos
up there in Stark Tower.
And then all of a sudden,
this little bastard in red tights shows up.
And he thinks he can tear down
everything I've built.
Really?
I'm gonna kill him.
- I'm gonna find him--
- Found him.
The Spider-Man swooped in...
...heroically saving an Academic
Decathlon team from Queens.
The identity of the masked hero
is still unknown.
- Mom.
- Oh, kids. All right.
Peter. Come here,
come here, come here.
This past weekend,
Midtown's Academic Decathlon team...
...defeated the country's best
to win the national championship.
Later that day,
they also defeated death.
Explosion. Salty scream.
Flash scream. Everybody screaming.
There were purple lasers and smoke.
It was tight, like a Bon Jovi concert.
As you know, we made it out alive,
and that's the important thing.
I couldn't bear to lose
a student on a school trip.
Not again.
Thankfully, no one was seriously injured
thanks to the Spider-Man.
- Thank you, Spider-Man.
- Thank you, Spider-Man.
Up next: the Spider-Man mania
is sweeping the school.
How can you show your spider spirit?
Dude, dude, dude.
What is it like being famous
when nobody knows it's you?
- Crazy, dude.
- It's crazy.
- Should we tell everyone?
- No.
- Should I tell everyone?
- No, dude. That's not a good idea.
- Okay, come on, we'll be late to class.
- I'm not going to class.
You're already in trouble
for ditching the decathlon.
Dude, listen, I figured it out.
The wingsuit guy is stealing
from Damage Control.
What he takes from Damage Control,
that's how he builds the weapons.
- So all I gotta do is catch him.
- But we have a Spanish quiz.
Ned, I'm probably never gonna
come back here.
Mr. Stark is moving
the Avengers upstate...
- ...so when I bring this guy in--
- Dude.
You want to be a high school dropout?
I am so far beyond high school right now.
Parker, my office.
So...
...you got detention.
You screwed up.
You know what you did was wrong.
The question is,
how are you gonna make things right?
Maybe you were trying to be cool.
But take it from a guy
who's been frozen for 65 years...
...the only way to really be cool
is to follow the rules.
We all know what's right.
We all know what's wrong.
Next time those turkeys try
to convince you of something...
- ...you know is wrong...
- Where you going? Get back here.
...just think to yourself,
what would Captain America do?
Why are you here?
You don't have detention.
Oh, I know. I just like coming here
to sketch people in crisis.
It's you.
So your body's changing.
Believe me, I know how that feels.
May?
Hey, Karen. What's up?
Hey, Peter.
How was your Spanish quiz?
I was wondering if you could help me.
I'm trying to figure out who the guys
under the bridge were that night...
...but I can only remember
part of a license plate.
I can run facial recognition
on the footage of that encounter.
- Footage?
- Yes, Peter.
I record everything you see.
- Everything?
- Everything.
- All the time?
- It's called the Baby-Monitor Protocol.
Yeah, of course it is.
- Yeah, just roll it back to last Friday.
- With pleasure.
Hey, everyone. Yeah, kick-ass party.
Hey, what's up, Liz?
Peter's told me a lot about you.
No, no, no.
This is just me messing around.
Go later in the day, later in the day.
It is I, Thor, son of Odin.
No, no, no. That's definitely--
That's definitely not
what we wanted to watch.
- Your impressions are very funny.
- Fast-forward to the arms deal.
Okay.
- The two on the right, who are they?
- Searching law enforcement databases.
No records found
for two of the individuals.
Nothing'?
- One individual identified.
Aaron Davis, age 33.
He has a criminal record
and an address here in Queens.
Let's pay him a visit.
Would you like me to activate
the Enhanced Interrogation Protocol?
Yeah.
- Remember me?
- Hey--
I need information.
You'll give it to me now.
- All right, chill.
- Come on!
- What happened to your voice?
- What do you mean?
I heard you by the bridge.
I know what a girl sound like.
I'm not a girl. I'm a boy.
I mean, I'm a-- I'm a man.
I don't care what you are, a boy, a girl--
I'm not a girl. I'm a man.
Come on, man.
Look, who is selling these weapons?
I need to know. Give me names or else.
- You ain't ever done this before, huh?
- Deactivate Interrogation Mode.
Look, man.
These guys are selling weapons
that are crazy dangerous.
They can't be out on the streets.
If one of them can cut
Delmar's Bodega in half--
- You know Delmar's?
- Yeah, best sandwich in Queens.
- Sub Haven's pretty good.
- It's too much bread.
- I like bread.
- Come on, man, please.
Stupid Interrogation Mode.
Karen, don't ever do that again.
The other night, you told that dude,
"if you shoot somebody, shoot me."
That's pretty ballsy.
I don't want those weapons
in this neighborhood.
I got a nephew who live here.
Who are these guys?
What can you tell me
about the guy with the wings?
Other than he's a psychopath
dressed like a demon, nothing.
I don't know who he is
or where he is.
- I do know where he's gonna be.
- Really?
Yeah, this crazy dude
I used to work with...
...he's supposed
to be doing a deal with him.
Yes! Yes.
- Thank--
- Hey. Hey. Hey.
I didn't tell you where.
You don't have a location.
Right, of course.
Yeah, my bad. Silly. Just--
Yeah.
- Where is it?
- Can I give you some advice?
You got to get better
at this part of the job.
I don't understand.
I'm intimidating.
- Staten Island Ferry, 11.
- Oh, that's soon.
That's gonna dissolve in two hours.
No, no, no. Come fix this.
- Two hours. You deserve that.
- I got ice cream in here.
You deserve that. You're a criminal.
Bye, Mr. Criminal.
Nice.
Okay, Karen, activate
Enhanced Reconnaissance Mode.
Sure thing.
He's up front, main deck.
I hate this guy.
It's the guy from the bridge, right?
Who's that other guy?
Just keep me posted.
There's no record of him
in my criminal database.
Incoming call from May Parker. Should
I reroute to your heads-up display?
I can't talk right now. I'll call her back.
Hey, dronie, keep an eye on that guy.
We can't let anybody get away this time.
- Who's the guy on the left?
- Mac Gargan.
Extensive criminal record,
including homicide.
Would you like me
to activate Instant Kill?
No, Karen, stop it
with the Instant Kill already.
White pickup truck.
Dronie, scan the ship
for a white pickup truck.
Oh, this is too perfect.
I got the weapons, buyers
and sellers in one place.
- Incoming call from Tony Stark.
- No, no, no.
Don't answer.
- Mr. Parker. Got a sec?
- I'm actually at school.
- No, you're not.
- Nice work in D. C.
- Okay.
My dad never really gave me
a lot of support...
...and I'm trying to break
the cycle of shame.
I'm in the middle of something.
Don't cut me off
when I'm complimenting you.
Anyway, great things are about to-
What is that?
I'm at band practice.
That's odd. Happy told me you quit
band six weeks ago. What's up?
- I gotta go. End call.
- Hey.
I'll take those!
Hey, guys. The illegal weapons-deal ferry
was at 10:30. You missed it.
Spider guy's here.
Not so fast.
Are you guys okay?
My bad. That was a little hard.
I got to say, the other guy was way better
with that thing.
I'm honestly--
I'm-- I'm shocked.
- Freeze! FBI.
- Don't move.
- Get on the ground.
- FBI.
What do you mean, FBI?
- The Federal Bureau of Investigation.
- I know, but what are they doing here?
Get out of the way. Get out of the way!
No.
Look out, look out, look out.
Move, move, move!
- Move.
- Get to the top deck.
We're getting out of here.
Activate Taser web!
You're messing with things
you don't understand.
Oh, my God. What do I do? Karen...
...give me an x-ray of the boat
and target all the strongest points.
Web grenade. Web grenade.
Splitter web, go.
Great job, Peter.
You are 98 percent successful.
- Ninety-eight?
- Yeah, Spider-Man!
No, no, no.
What the hell?
What the hell?
Hi, Spider-Man.
Band practice, was it?
Yeah, Iron Man!
Mr. Stark.
Hey, Mr. Stark, could I do anything?
What do you want me to do?
I think you've done enough.
So that's it. You're just gonna run?
Feds were waiting for us.
Now we're on Iron Man's radar?
Yeah, I'm running.
You should too.
You know I can't do that.
So now what?
Mason, can you get that high-altitude
seal thing up and running in time?
Seriously?
Yes. You will not regret this.
You in?
Previously on Peter Screws the Pooch...
.../ tell you to stay away from this.
Instead, you hacked
a multimillion-dollar suit...
...so you could sneak around
behind my back...
...doing the one thing
I told you not to do.
ls everyone okay?
No thanks to you.
No thanks to me?
Those weapons were out there,
and I tried to tell you about it...
...but you didn't listen.
None of this would've happened
if you had just listened to me.
If you even cared, you'd actually be here.
I did listen, kid.
Who do you think called the FBI, huh?
Do you know I was the only one
who believed in you?
Everyone else said I was crazy
to recruit a 14-year-old kid.
- I'm 15.
- No, this is where you zip it, all right?
The adult is talking.
What if somebody had died tonight?
Different story, right?
Because that's on you.
And if you died...
...I feel like that's on me.
- I don't need that on my conscience.
- Yes, sir.
- I'm sorry. I understand.
- Sorry doesn't cut it.
I just wanted to be like you.
And I wanted you to be better.
It's not working out.
I'm gonna need the suit back.
- For how long?
- Forever.
- Yeah, that's how it works.
- No, no. Please.
- Let's have it.
- Please, this is all I have.
I'm nothing without this suit.
If you're nothing without this suit,
then you shouldn't have it.
Okay?
God, I sound like my dad.
I don't have any other clothes.
Okay, we'll sort that out.
L- ley-
I've been calling you all day.
You didn't answer your phone.
You can't do that.
Then this ferry thing happens.
I've called five police stations.
Five.
I called five of your friends.
I called Ned's mother.
I'm fine. May, I'm okay.
Honestly, just relax. I'm fine.
Cut the bullshit.
I know you left detention.
I know you left the hotel room
in Washington.
I know you sneak out
of this house every night.
That's not fine.
Peter, you have to tell me
what's going on. Just lay it out.
It's just me and you.
I lost the Stark internship.
- What?
- Yeah.
What happened?
I just thought that I could work really hard
and he could-- He would-- You know.
But I screwed it up.
It's okay, it's okay.
It's okay.
I'm sorry I made you worry.
I'm not trying to ruin your life.
Yeah, I know.
Just--
- I used to sneak out too.
- Yeah.
And take a shower. You smell.
You smell like garbage.
I know.
Peter, you're a good kid
and you're a smart kid...
...so just try to keep
your head straight, okay?
Okay.
All right, get out of here.
Are you expelled?
Do you have to go to that high school
where the principal has a crossbow?
Pretty sure that's an urban myth,
and, no, I'm not expelled.
You're so lucky.
L- ley-
- Hey.
- I thought you had calculus fifth period.
Yeah, I was just doing
some homecoming stuff.
Hey, look, I--
I just wanted to apologize
about the whole decathlon thing.
It's fine.
Last week, decathlon was the most
important thing, but then I almost died.
No, I'm--
I just mean that...
...it was not cool, especially...
...because...
...I like you.
I know.
You do?
You're terrible at keeping secrets.
Yeah, you'd be surprised.
I got to get to class, but--
I'd say we should hang out,
but I'm gonna be in detention...
...forever, but--
I guess you already have a date
to homecoming.
Actually, I was so busy planning it,
I never really got around to that part, so--
Do you want to...
...go with me?
Yeah. Sure.
Really? I mean, great. Cool.
Cool.
I'm actually going that way.
May, I need your help.
Through or around?
Right?
It's game day. So, what's the plan?
Open the door for her.
Tell her she looks nice,
but not too much because that's creepy.
- Don't be creepy.
- No.
When I dance with her,
I'm putting my hands on her hips.
I got this.
- Love you.
- Bye.
You must be Peter.
Yeah.
I'm Liz's dad.
Put her there.
Hell of a grip.
Come on in here. Come on.
Hi, Peter.
You look very handsome.
Thank you.
You got his name right?
- Freddie?
- Peter.
Peter. Peter.
I'm gonna go get Liz.
Okay.
You all right, Pete?
Yeah.
Because you look pale.
You want something to drink?
A bourbon or a Scotch,
or something like that?
I'm not old enough to drink.
That's the right answer.
- Do you look beautiful.
- Please don't embarrass me, Dad.
Doesn't she, Pete?
Yeah, you look really good.
Once again, that's the right answer.
Is that a corsage?
Thanks.
Well, hey, I'm your chauffeur,
so let's get this show on the road.
No, no, no, we have to take
some pictures, babe. All right.
- Oh, right here. Perfect.
- Mom.
Okay. Come on, you guys.
Peter, closer.
Smile.
There you go.
- Sir, you don't have to drive us.
- No, no, it's not a big deal.
I'm going out of town. It's right on my way.
- He's always going. Have fun.
- Last time.
- Thank you.
- Promise.
He's cute.
- See you in a couple of days. All right.
- Bye, baby.
Come on, Pedro.
- Bye, Peter. Have fun.
- Yeah, I will.
- What are you gonna do, Pete?
- What?
When you graduate,
what do you think you'll do?
- Oh, I don't know.
- Don't grill him, Dad.
Just saying, you know.
All you guys who go to that school...
...you pretty much have
your life planned out, right?
Yeah, no, I'm just a sophomore.
Peter has an internship with Tony Stark.
I think he doesn't have to worry.
Really? Stark?
So cool.
What do you do?
Yeah, actually,
I don't intern for him anymore.
- Seriously?
- Yeah, it got...
...boring.
It was boring?
You got to hang outwith Spider-Man.
Really? Spider-Man?
What's he like?
Yeah, he's nice.
Nice man.
Solid dude.
Look. So cute.
I've seen you around, right? I mean...
...somewhere. We've-- Have we ever-- ?
Because even the voice--
He does Academic Decathlon with me.
And he was at my party.
It was a great party, really great, yeah.
- Beautiful house, a lot of windows.
- You were there for, like, two seconds.
That was-- I was there longer
than two seconds.
- You disappeared.
- No. No, I did not disappear.
Yes, you did. You disappeared like
you always do, like you did in D.C. too.
That's terrible what happened
down there in D.C. though.
Were you scared?
I'll bet you were glad
when your old pal Spider-Man...
...showed up in the elevator though, huh?
Yeah, well, I actually didn't go up.
I saw it all from the ground.
Yeah.
Very lucky that he was there that day.
Good old Spider-Man.
Dad, the light.
Here we are. End of the line.
Thanks, Dad.
You head in there, gumdrop.
I'm gonna give Peter the "dad" talk.
Don't let him intimidate you.
Love you.
- Love you, gumdrop.
- Have a safe flight.
Hi.
You guys look so pretty.
Does she know?
Know what?
So she doesn't. Good.
Close t0 the vest.
I admire that.
I've got a few secrets of my own.
Of all the reasons
I didn't want my daughter to date...
Peter...
...nothing is more important than family.
You saved my daughter's life.
I could never forget something like that.
So I'm gonna give you one chance.
Are you ready?
You walk through those doors,
you forget any of this happened...
...and don't you ever, ever...
...interfere with my business again.
Because if you do...
...I'll kill you...
...and everybody you love.
I'll kill you dead.
That's what I'll do to protect my family.
Do you understand?
L- ley-
I just saved your life.
Now what do you say?
Thank you.
You're welcome.
Now you go on in there and you show
my daughter a good time, okay?
Just not too good.
L- ley-
What did he say to you?
Gotta go.
I'm sorry.
You don't deserve this.
He gave you a choice.
- You chose wrong.
- What the hell?
What's with the crappy costume?
My web-shooters.
I wasn't sure about this thing at first,
but damn.
Gross.
- Why did he send you here?
- Guess you'll never know.
Nice shot!
Yes!
Ned, the guy with the wings is Liz's dad.
- What?
- I gotta tell Mr. Stark.
Call Happy Hogan.
He's Mr. Stark's head of security.
Get a computer and track my phone.
- Will you be okay?
- Hurry, we gotta catch him...
...before he leaves town.
I'm sorry about dinner...
...but I know when branzino's fresh,
and that was not fresh, okay? So--
Flash, I need your car and phone.
Sir, technically,
this is my dad's car, sir. So I can't--
Hello, Ned? Hey, hey, can you hear me?
- Go for Ned.
- Ned, I need you...
- ...to track my phone.
- Yeah, but where is it?
Genius move. Okay, he just passed
the GameStop on Jackson Avenue.
Hey, where are the headlights
on this thing? I'm in Flash's car.
- I'll pull the specs.
- Okay, you're on speakerphone.
- You stole Flash's car. Awesome.
- Yeah, it's awesome. it's--
Get out of the way,
get out of the way! Move!
Are you okay'?
- I've never driven before...
...only with May in parking lots.
This is a huge step up.
Hey, have you gotten through
to Happy yet?
Yeah. I'm working on it.
I just gotta backdoor the phone system.
Guy in the chair.
Takeoff in nine minutes.
Hello? Hello? Who Is this?
- Mr. Happy, it's Ned.
- Who?
I'm an associate of Peter Parker.
Got something very important to tell you--
You gotta be shitting me.
Damn.
Hey, Ned, how we coming on
with those headlights?
Round knob to the left
of the steering wheel, turn clockwise.
Left, okay.
Okay, perfect.
So where's my phone now?
He stopped in an old industrial park
in Brooklyn.
What? That makes no sense.
He said he was going out of town.
Weird. Oh, I reached Mr. Happy.
Don't think he likes you, by the way.
It sounded like he was catching a flight.
He said something about taking off
in nine minutes.
- What?
- He was surrounded by boxes.
Boxes? It's moving day.
It's moving day.
He's gonna rob that plane.
I gotta stop him!
All right, wheels up in eight minutes.
We just got to load
Tony's old Hulkbuster Armor...
...prototype for Cap's new shield,
and the Meging--
The Meg-- The--
Thor's magic belt.
Okay, slow down.
You're getting close. It's on your right.
- What?
- Turn right.
- Peter. Are you okay?
- Yeah.
Just keep trying to get through to Happy.
It's been an honor, Spider-Man.
What are you doing here?
There's a dance.
I'm...
...looking...
...at porn.
Hey!
Surprised?
Oh, hey, Pete.
I didn't hear you come in.
It's over. I've got you.
You know, I gotta tell you, Pete...
...I really, really admire your grit.
I see why Liz likes you.
I do. When you first came to the house...
...I wasn't sure.
I thought, "Really?" But I get it now.
How could you do this to her?
To her?
I'm not doing anything to her, Pete.
I'm doing this for her.
Yeah.
Peter...
...you're young.
You don't understand
how the world works.
But I understand that selling weapons
to criminals is wrong.
How do you think
your buddy Stark paid for that tower?
Or any of his little toys?
Those people, Pete,
those people up there...
...the rich and the powerful,
they do whatever they want.
Guys like us...
...like you and me...
...they don't care about us.
We build their roads,
and we fight all their wars...
...and everything,
but they don't care about us.
We have to pick up after them.
We have to eat their table scraps.
That's how it is.
I know you know
what I'm talking about, Peter.
Why are you telling me this?
Because I want you to understand.
And...
...I needed a little time
to get her airborne.
I'm sorry, Peter.
What are you talking about?
That thing hasn't even touched me yet.
True. Then again...
...wasn't really trying to.
Chief, they're powering up engines.
- Okay. Yeah, yeah.
- Come on, come on, come on.
Okay, ready?
Hello?
Hello!
Please, hey.
Hey, please. I'm down here.
I'm down here. I'm stuck.
I'm stuck. I can't move. I can't--
If you're nothing without this suit,
then you shouldn't have it.
Come on, Peter.
Come on, Spider-Man.
Come on, Spider-Man.
Come on, Spider-Man.
Come on, Spider-Man!
Launch for intercept.
Green light. Green light.
Oh, yeah.
Retroreflective panels engaged.
Got a visual on the plane,
but I'm feeling a little resistance.
It's probably just drag
on the new turbines.
Look out for the cloaking cameras.
Stay in the blind spots.
Oh, my God. Oh, my God.
Deploying high-altitude vacuum seal.
This better work, Mason.
Trust me, boss, even one of those boxes
and we are set for life.
Yeah.
You have 30 seconds
to get to the cockpit...
...and override their security.
Cloning transponder signal.
Launching decoy drone.
Entering new coordinates.
Good, so it's on its way.
- Yes, sir, right on course.
- Okay, thank you.
All right.
Hot dog.
Just a typical homecoming...
...on the outside of an invisible jet...
...fighting my girlfriend's dad.
Oh, God!
I can't believe that worked.
Chief, they're losing altitude.
Get out of there.
I'm not going home empty-handed.
Oh, my God.
- Get out of there. What are you doing?
- Please turn, please turn!
Hey, Pedro.
Bingo.
Your wingsuit.
Your wingsuit's going to explode!
Time to go home, Pete.
I'm trying to save you!
No.
No.
It looked so insane. That whole--
Like, it was just crazy.
He-- He was just, like...
And you were like...
And then I just hit him with the...
It was so-- Oh, my God.
I mean, you saved me.
It was awesome.
Hey, Liz.
I'm gonna miss you.
Bye.
Liz.
Liz, look, I'm so sorry.
You say that a lot.
What are you sorry for this time?
The dance?
That was a pretty crappy thing to do.
Well, yeah, but I--
I mean, your dad-- I can't imagine
what you're going through.
If there's anything I can do to help...
I guess we're moving to Oregon.
Mom says it's nice there, so that's cool.
Anyways, Dad doesn't want us here
during the trial. So...
Liz, I-- I--
Bye, Peter.
Whatever's going on with you,
I hope you figure it out.
Congratulations,
decathlon national champions.
Yeah!
I'll have to put this back
in the trophy case soon...
...but just for motivation right now
at this practice.
I'm ahead of the game,
but we will need...
...a new team captain next year.
So I am appointing Michelle.
Yeah!
Thank you.
My-- My friends call me MJ.
I thought you didn't have any friends.
I didn't.
- I gotta go.
- Hey, where you going?
What are you hiding, Peter?
I'm just kidding. I don't care. Bye.
- All right, so we should run some drills.
- Yeah.
Hey, Happy. What-- ?
What are you doing here?
I really owe you one.
I don't know what I would do
without this job.
I mean, before I met Tony--
So how long you been here?
Long enough to be awkward.
Boss wants to see you.
- Is he here too?
- In the toilet? No, he's upstate.
Upstate-- Like, upstate-upstate?
Yeah, let's go.
Take a look.
It's pretty impressive, huh?
They just finished remodeling
the whole thing.
- You don't see that every day.
- Oh, there they are.
How was the ride up?
- Good.
- Give me a minute with the kid.
- Seriously?
- Yeah.
I gotta talk to the kid.
I'll be close behind.
How about a loose follow?
All right? Boundaries are good.
Sorry I took your suit.
You had it coming.
Actually, it turns out it was...
...the perfect tough-love moment
that you needed.
To urge you on, right?
Wouldn't you think? Don't you think?
- I guess.
- Let's just say it was.
- Mr. Stark, I really--
- You screwed the pooch hard, bigtime.
But then you did the right thing.
Took the dog to the free clinic,
you raised the hybrid puppies...
All right, not my best analogy.
I was wrong about you.
I think, with a little more mentoring...
...you could be a real asset to the team.
- To the-- ? To the team?
- Yeah. Anyway...
...there's about 50 reporters behind
that door. Real ones, not bloggers.
When you're ready...
...why don't you try that on?
And I'll introduce the world to the newest
official member of the Avengers:
Spider-Man.
'Can-
Yeah, give that a look.
After the press conference,
Happy will show you to your room...
...your new quarters.
Where's he between?
He's next to Vision?
- Yeah, Vision's not big on doors.
- It's fun.
Or walls.
You'll fit right in.
Thank you, Mr. Stark.
But I'm good.
You're good? Good-- ?
How are you good?
Well, I mean, I'd rather just stay
on the ground for a little while.
Friendly neighborhood Spider-Man.
Somebody's got to look out
for the little guy, right?
You're turning me down?
You better think about this.
Look at that.
Look at me.
Last chance. Yes or no?
- No.
- Okay.
It's kind of a Springsteen-y,
working-class hero vibe that I dig.
Happy will take you home.
- Yeah?
- Yeah.
Mind waiting in the car?
I need a minute.
- Thank you, Mr. Stark.
- Yes, Mr. Parker, very well.
- See you around.
- Okay.
That was a test, right?
- There's nobody back there?
- Yes, you passed.
- All right, skedaddle there, young buck.
- Thank you, Mr. Stark.
Yeah, thank you.
Told you he's a good kid.
- Where's the kid?
- He left.
- Everybody's waiting.
- He actually made a mature choice.
- It just surprised the heck out of us.
- Did you screw this up?
- He told the kid to go wait in the car.
- Are you kidding?
I have a room full of people
in there waiting...
...for some big announcement.
What will I tell them?
Think of something. How about...?
- Hap, you still got that ring?
- Do I-- ? I-- ?
- The engagement ring.
- Are you kidding?
I've been carrying this since 2008.
Okay.
I think I can think
of something better than that.
Well, it would buy us a little time.
Like we need time.
I can't believe you have that
in your pocket.
- Want me to get the door for you, hon?
- I got it.
Aunt May, did you do dinner already?
May?
What 'the-l?!
Look who it is.
What are the odds you and I'd end up
at the same summer camp?
Relax.
This? It's not on you.
It's on our little spider friend.
I've got some boys on the outside
who would love to meet him.
You know, take a picture,
slice his throat, put his head in a dryer.
And I heard a rumor.
You know who he is.
If I knew who he was...
...he'd already be dead.
Toomes, your family's here!
Hi, I'm Captain America,
here to talk to you...
...about one of the most valuable traits
a soldier or student can have.
Patience.
Sometimes patience is the key to victory.
Sometimes it leads to very little...
...and it seems like it's not worth it.
And you wonder...
...why you waited so long
for something so disappointing.
How many more of these?