03x04 - Spider-Man Unmasked

[bunniefuu]

[pages flipping]

[heroic music]

♪

[suspenseful music]

- Let's go, let's go, let's go!

[grunts]

Sorry. In a bit of a hurry.

Uh, make good choices!

I'm back, Miles.
Don't worry, I--

- Got the drive?

Please tell me you
got the drive.

- Yup, it was in
the old spider's nest

where I thought it'd be,

and now it's on the way to you,
via me.

- Swing as fast as you can.

All of Horizon High
is on the line here.

- [grunts] Trust me.

I'm well aware this is the most
important piece of evidence

we have
to save Max's job as principal.

[grunting]

[stammering]

The school board can't fire him

after they see
what we've got here.

- If they see it.

They're back in session
any minute,

and the last thing they heard

was Connors talking
about Max's Venom experiments

that almost destroyed the city.

We need that drive.

- Have I ever let you down,
Miles?

Okay, you're pausing too long.

Don't answer that. Look.

I'll be back in a--
a very soon amount of time.

- Your lack of specifics
isn't very comforting.

Just get here!

[warbling]

- [grunts] Ow!

Not even an "excuse me"?

Dude? Ooh!

Aah!

Ah!

Aw, two of you? Look.

Nobody likes a third wheel,
so I'm just gonna be going.

♪

[zap] Whoa!

Aw! Lasers now.

Why? - Why?

Because they, like the
master mind who created them,

have a bone to pick with you,
Spider-Man.

- Aw, Tinkerer.
You made some friends.

You literally made some friends.

- Increase laser output 30%.

Deadlier!

- Your friends are the worst!

[tense music]

- Seriously, I gotta run.

I don't have time to deal
with your petty revenge issues.

- Petty?

You put me in prison
three times!

Now I will put you in prison.

A prison
of your own destruction.

[zapping] - Aah!

[grunts]
That doesn't even make sense!

[grunting] [zapping]

Do you think maybe we could use
our "inside" laser blasts?

- I programmed these bots
to do whatever I say.

Brilliant!

Escape is not possible
this time.

- All right, then.

Drones with an attitude
problem, come get me!

- After him! Obviously!

[zapping] - Up here!

Over here!

Too slow!

- Stop with the chasing,

and start with the blasting,
bots!

No!

You're supposed
to be my friends.

[zapping] [electrical surging]

♪

No, no, this is not ideal
in the slightest.

- Splat! - Splat?

[muffled speech]

- That never gets old.

Stop everything.

I object!

- Object to what, Mr. Parker?

There's nothing to object to.

- But--that's right.

Because I have proof
on this drive

that Max Modell
isn't just a great principal,

but also a great man.

- Are you kidding?

We've already had multiple
witnesses and evidence

proving that Modell
is a danger to this school

and should be removed.

It's time to reach a verdict.

- No, it's time to listen
to an extra special testimony

from one of the foremost
scientific minds of the world,

proving that Max,

even if he did make a mistake
with the V-252 symbiote,

has had nothing but the best
of intentions at Horizon High.

Anya, play the footage, please.

[calm music]

- Despite our
contentious history,

even I must admit Modell
is not only a genius,

but also a barometer
of scientific morality.

- [groans] - Yes,
he did fire me,

but I realize now
that I deserved it.

It was one of the many
actions he took

to protect his students,

who are always
his first priority,

even when I could not fathom
such a way of thinking.

In fact, I could not have
saved that student, Alexi,

if it wasn't
for Modell's development

of the neural cortex.

A brilliant piece of technology.

Without it, that poor student
would've remained

in that dreadful
rhinoceros form forever.

- Wow, I never thought
you'd come around on Max.

- Nor I.

But his track record
is indisputable.

Modell's actions
have saved more lives

than anyone
in this city realizes.

- There you have it.

Otto Octavius,
the late world renowned genius,

who once could not stand
Max Modell,

praising his brilliance,
importance, and morality.

You simply can't fire him.

This school needs Max
as principal.

- I find it hard to believe

the school board
is going to take the word

of a renowned super criminal.

- But Otto reformed!

He helped save New York
from the Vulture,

and not only that,
he was my friend.

One of my best friends!

- Spare me the attempt

at salvaging
Otto Octavius's reputation.

He once ran a team
of super villains.

Max Modell
fired Octavius himself.

- Well, sure,
Otto made mistakes,

but in the end--

- You had your turn!
Now it's mine.

The defendant refused
to employ people

that put students in danger,

yet his own experiments
are exactly that:

dangerous.

His work with V-252
almost took my life.

- You're the one that entered
my lab without authorization!

- Because I had reason
to believe

you were engaging
in illicit experiments!

And I was right.

I was lucky to survive that day,

but someday, someone won't be,

and I care too much about
the students of this school

to let that happen.

- If that is the last
of today's testimony,

the board will now take
a three-hour recess.

When we return,
we will render our verdict.

[solemn music]

- It's over.

- We can't give up.
- But we've tried everything.

- I really thought that footage
of Otto was gonna work.

- Sorry, kids,

but it looks like you're
on the wrong side of history

on this one.

- They haven't reached
a verdict yet, Connors.

There's still hope. - Oh, Peter.

Poor, naive Peter.

He's finished,
and once Max is fired,

it will add the weight I need

to press criminal charges
for reckless endangerment.

I'm not about to forget
the peril he put me in.

- Connors is gonna
use this hearing

to build a criminal case?

- Max could go to prison.

- Excuse me, your Honor?

- I'm not a judge, Peter,
but what can I help you with?

- Uh, my friends and I
were just talking, and well,

we're worried about Max.

- There's gotta be a way
to keep him here at Horizon.

- Unfortunately, I'm not allowed

to advise parties
on their cases.

[students groaning]

But the story of Max
helping that poor boy

that had been turned
into the Rhino was inspiring.

Perhaps if that boy
were to be the final testimony

on Max's behalf,
it could sway the board.

- Yes!
Alexi, that's such a good idea.

I'll go get him, and we're good.

- Pump the breaks, Pete.
Alexi's sick or something.

Hasn't been in class
for, like, a week.

- All right, well,
then I'll just call him.

[beeps]

[line ringing]

[beeping]

Or I'll just go to his house.

[ominous music]

Is anyone home?

Hello?

Oh, whatever this is,
this is bad.

♪

"Alexi, here's the number
to Grandma's cabin.

"Left you all the fix-ins

"for peanut butter
and jelly sandwiches.

"You just need to get bread
and peanut butter.

Love, Mom.
P. S. We're low on jelly."

That explains where his mom is,

but why is there no
peanut butter?

And where's Alexi?

Laptop's still here,
so this wasn't a robbery.

What's going on?

Okay,
where's the phone finder app?

[keys clacking]

[beeping]
He's at the East River docks.

That would take forever
to get to...

for someone
who isn't Spider-Man.

- Alexi's place was broken into?

- Yeah, but I tracked his phone.

Whatever kind of trouble
he's in,

I'll get him out and back
to Horizon as soon as possible.

[beeping]

♪

Alexi's phone?

This is strange.

- [roars] - Ah, oh!

So help me,
if it is flying robots again--

- [growling] - Alexi?

You're back to being the Rhino?

- [grunts] - [roars]

- [grunts] - [roars]

- Now I get why
you haven't been in school.

It's noticeable.

- [roars] - Ah, whoa!

Whoa, whoa. Look.

I don't know how this happened--

- But Max can get you
back to normal again.

[suspenseful music]

[grunting]

Alexi, I know you're in there.

Let the guy in the spider suit
help you.

- [growling] - Okay.

Guess you're not interested
in help!

[grunting]

♪

♪

Safe. Huh?

Ooh!

[grunts]

Giving up?

Guess that's a no!

I'm gonna try not
to take this personally!

[dark music]

♪

[groans]

♪

[cell phone ringing]

[beeps]

- Finally. Did you find Alexi?

- Well, yeah, but there's
a slight problem.

He's Rhino. - Again?

How did that happen?
- Didn't get a chance to ask.

He's also got
these strange glowing eyes,

like, mind-control eyes.

- So not only is Alexi
in trouble, it's over for Max.

We don't have anyone left
to defend him.

- If I can get Rhino
back to Horizon,

we can cure him

before the school board
comes back into session.

- And how are we gonna do that?

The neural cortex that cured
him last time is destroyed.

- But we still have
all of Max's research.

We can replicate the sequence.

- Not without reverse
engineering whatever serum

turned Alexi back into a Rhino,

and I doubt he's carrying any.

If I remember right,
Rhinos don't have pockets.

- Hopefully there's some serum
wherever he's leading me.

- Sounds like a long shot.

- Dude, it's the best idea
I've got.

- I got a better one.
I'm coming to help.

- No, no!
If this is all going to work,

I need you, Gwen, and Anya to
repurpose Max's cure research.

Talk later. I'm going in.

- So we gotta pull all
of Max's Rhino cure research

because Peter's gonna be back
soon with Alexi,

who, like I said,
is a rhino again.

- How is Peter Parker
gonna get Rhino back here?

- Good call, Anya.
We have to help him.

Spidey Team style.

- Yeah. Did I say Peter?

I mean Spider-Man.

When Pete figured out
it was a Rhino problem,

he called Spidey, who is way
stronger and more helpful,

but what we need to do
is not ask so many questions,

get Max's research
up and running,

and make sure the computers
are ready.

- If you say so.

♪

- Yes, everything's
going according

to your brilliant plan,

and Modell will soon
be out of Horizon for good.

- On one hand,
I'm glad the ground down here

is mushy enough to leave tracks.

On the other hand-- ugh--

I'm gonna have to throw away
these socks.

Alexi! [grunts]

[grunts] Yeah.

I guess if it can hold a rhino,
it can stop a spider.

[buzzing]

Bees? Wait, way down here?

I'd say that's weird,

but I am spider person
following a rhino person,

so who am I to judge?

Oh, there's gotta be a way
to open these cages.

Huh.

Do you bees know something
I don't?

[grunting]

Jackal serums?

It was Jackal who turned Alexi
into Rhino in the first place,

but he's been missing
for over a year.

Wow, this place is a hive
of criminal science.

Get it? Hive?

Aw, no one's ever around
for the good ones.

Come on. Rhino serums.

[buzzing]

[warbling]

Whoa! Jackal?

You update your wardrobe
or something?

- Jackal? Ha!

[buzzing]

- And there goes sleeping
ever again.

[buzzing] Okay.

That is really odd bee-havior.

[chuckles]

Oh, what, nothing?
Huh, tough swarm.

[tense music]

- I knew this lab would make
all my dreams come true,

but I never thought
I'd snare Spider-Man himself

inside of it.

[laughing] [buzzing]

- You have some
really weird dreams!

- [grunts] Let go! I hate this!

Buzz off, will ya? [buzzing]

[grunts]

Aah, ugh.

Make up your mind.

Are you man made of bees

or just a bunch of bees
pretending to be a man?

- Is there a difference?

- Dude, you just blew my mind.

And what do you want
with the Rhino?

- Do you know
what people would pay

to see a spider monster
do battle?

- Why would I know that?
[grunts]

- [grunts] Trying
to take me down?

My friend wouldn't like that.

- Like you have any--

- Aah! Aah!

- Okay, the hard drives

with Max's genome sequencing
analysis are mounted,

and the serum is ready
for synthesizing.

- How much time do we have

before the school board
is back in session?

- I think none.

- We've had time to discuss the
case raised by both parties,

and if there are no more
character witnesses,

we shall render our verdict.

- If it pleases
the school board,

the defense does have
another witness.

- And who is that?

- Yeah, who is that?

- Uh, me.

[inspiring music]

If it's a truly heartfelt
testimony that you need

so Max can keep his job,
then I'm your guy.

Because Max Modell is more
than just a professor to me.

He's a seven-days-a-week friend

who makes the most delicious
strawberry and banana smoothies

in New York City.

Does this school really
want to lose someone

with that kind of skill set?

- This isn't about
the man's ability

to blend fruit and ice, Morales.

- The fact that that's how
you think smoothies are made

proves my point.

This school needs Max.

I know I do.

If it wasn't for Max Modell,

then I wouldn't have gone
to the Winter Ball,

because I couldn't dance,

and confessional,

it was Max who taught me
how to do

my world-famous robot.

Check it out.

- Here we go. - Oh, no.

[comedic dance music]

[metallic squeaking]

- Ugh. [grunts]

- [growls] - [grunts]

[grunts]

Alexi, stop!

You don't have to listen to him.

- Take him down!

Swarm guy must be using some
sort of signal to control--

aah!

Aah!

- Don't stop, Rhino.
Knock him out.

- You really wanna give me
that serum, don't you?

- It's not about me.

It's about what my audience
wants to see.

- [growls] - [grunts]

[grunting] Whoa!

Ugh! Aw.

[dark music]

Good. Very good.

♪

[buzzing]

[suspenseful music]

♪

[grunts]

♪

[buzzing]

Aah!

[buzzing] - What's that, Swarm?

Using your own tech against you
was a brilliant idea?

I totally agree,

and now Rhino and I
have something to get done.

Quickly.

[groans]

Too bad I wasn't bitten
by a radioactive forklift.

- And what's more,
Max knows how to change a tire.

It's a lost art,

and I didn't even mention
his horseshoe skills.

He's like the Babe Ruth
of horseshoes.

And-- [cell phone rings]

Well, I hate
to leave you hanging,

but I kinda gotta
take this call.

- Thank goodness.

Witness testimony
is finally complete,

so we can now move on to--
- Complete?

No way, because Anya Corazon
has something she wants to say.

Anya, you're up.

Hey, we're ready.

Are you bringing Alexi
and the serum?

- [grunting] Working on it!

- Also, Max recycles,

which is something
that everyone should do,

but not everyone does.

[tense music]

- Mm, mm!

- [sighs] I can't
believe I'm doing this.

Which is why I wrote this song
for him,

and I'll perform it now,
a cappella.

♪ Max, he really knows ♪
how to throw that plastic ♪

[cell phone rings]
♪ In the blue bin ♪

Because he's a recycler,
he never litters.

He's the best guy--

guy around!

That's the song everyone,
have a great day!

[tense music]

- Got your text, Miles.

Thanks for helping us,
Spider-Man.

- Yeah, I heard Max
was in trouble.

No way I wouldn't help.

- Where's Peter anyway?

- Uh, no idea.
I barely even know that guy.

So did we reverse-engineer
this serum into a cure?

- Compounds ID'd.
Chemical biology reversed.

Antidote formulated.
Max's research strikes again.

♪

Um, this isn't Alexi. - No.

Swarm must've turned
someone else into a rhino

with the serum. - Who's Swarm?

- Long story, but he turned
whoever this is into a rhino.

Which means
Alexi's still missing.

- And now it's really over
for Max.

No.

There's still one chance left.

- Miss Corozan, thank you.

And as much
as we all love haikus,

I think we've heard
enough testimony.

It's time for our verdict.

- But you haven't heard from

your friendly neighborhood
Spider-Man.

- I suppose we can allow this.

- Let me talk to you
about heroes.

When it comes to people
who risk their lives

to protect this city,

I don't think it's too much
of a stretch to say

I'm an expert on the subject.

See, I might be a superhero
who defends Manhattan

and Horizon High,

but Max is the hero that
saved me over and over again.

Who protected students
while I defeated Ghost?

Max.

Had my back
when Jackal attacked?

Max.

Who helped yours truly
save the city from Vulture?

You guessed it.

And while Max has proven to be
as heroic as any Avenger--

and remember,
I know all the Avengers--

Max is more than that.

He's a father figure
to all of Horizon High

and even me.

And let's not kid ourselves.
We all make mistakes.

We can't let one honest error

made only in an attempt
to help humanity

overshadow the entire career
of a spectacular humanitarian.

I think we can all agree

that people should be defined
by the good they've put out

into the world,
not by their very few mistakes.

[inspiring music]

Removing Max Modell from Horizon

would not only
be a mistake for the school,

it would be a loss for this city

and the world.

♪

- Oh, my, my, my. Spider-Man.

How stupid do you think
the board is?

- What are you talking about?

- Spider-Man's heroic speech
in Max Modell's defense

is irrelevant because
Spider-Man cannot be trusted.

- Whoa, I'm sorry. What?

- That's right.

Spider-Man's just as culpable
for Modell's crimes.

After all,

he's been an accomplice
of Max Modell

since the beginning,

aiding him in his most heinous
and dangerous activities.

- How do you know this?

- Because Spider-Man
is none other

than Max Modell's lab assistant,

Peter Parker!

[suspenseful music]

That's right.

Spider-Man is none other
than Peter Parker,

Max Modell's lab assistant.

- What? What are you
talking about, Connors?

That's--that's crazy.

- Is it? Then prove me wrong.

- Is he telling the truth,
Spider-Man?

If you really want
to protect Mr. Modell,

I suggest you be
completely honest with us.

- Yes. I am Peter Parker.

- What? - Parker?

- Uh--

Wow! Who knew?

- The fact that
I'm Max's lab assistant

doesn't change anything.

It only means
I've seen firsthand

what a difference
he's made at Horizon,

and how vital he is
to this school.

- Did you know about this,
Modell?

About Parker being Spider-Man?

- I--I did.

- What this tells us is
that Max Modell

not only risks his own life,

but also lets his students
risk theirs,

making him completely unfit
to lead this school.

- Max has nothing to do with me
being Spider-Man!

- He knew the truth.

Yet continued to let you put
yourself

and this school in danger.

Why, your very presence here
invited attacks from criminals!

Pending the outcome
of this hearing,

I'll inform the police
of the findings,

and make certain you're charged

as an accomplice in
Modell's actions, Mr. Parker.

- We've made a determination.

Mr. Parker,

we can no longer consider
Spider-Man's testimony,

knowing that he--you--assisted
in the venom experiments.

Max Modell, we have no choice
but to immediately remove you

as principal of Horizon High.

Dr. Connors, your attention
in this matter

demonstrates your commitment
to this school.

The board would appreciate you
working as interim principal

until the end of term.

♪

- So much for Spider-Man,
star witness.

This is all my fault.

- I can't believe you didn't
trust us with your identity.

- After everything
we've been through, Peter,

masks on and off.

- There are other things
to worry about now.

I don't know how Connors
figured out,

but strangers know who Peter is.

Dude, your secret could get out.

- You can't go, Max,
the school needs you!

- I'll find a way
to make this right.

- No, it's over. I'm done.

Maybe this is for the best.

- Things couldn't be worse.

- Hey guys!

Remember how you had me
monitoring that kid

who was recovering
from rhino mutation?

- Yeah, is he okay?

[Spider-sense humming]

[crashing]

- He's made
a remarkable recovery!

- Grady! Get down!

- Ms. Stacy.
Wow, I owe you my life.

- I'd settle for a smoothie.

- Mm? [giggles]
- Grady, what just happened?

- Yeah, I was monitoring
his vitals

when he suddenly woke up
and said

"Oh, dear,
I appear to be incapacitated.

May I inquire
as to our current location?"

- There's no way
he talked like that.

- Uh... it may have been
more like

"Yo, dude, check me out, brah.

What's the dealio? Where we at?"

- That doesn't sound
right either.

- Move past it, Miles!

Just let him
tell us what happened.

[fly buzzing]

- "Ow! Dude, brah,

I'm gonna wig out
as some gnarly monster dude."

Please don't.
That's ill-advised.

♪

"Roar. Roar, roar. Roar."

♪

Then I ran to you.

Then Gwen saved my life,
most bravely.

Then you asked what happened.
Then--

- Yeah, we got it from there.

We need to get out there
and stop--

find someone to stop Rhino.

- If only we knew how to get
in touch with Spider-Man.

- I'm surprised Grady
didn't already know

you were Spider-Man.

- Seriously. - Uh--

- You've been friends with him
for, like, two months.

[all grunt]

- Hey! I bet the new Rhino's
heading back to that lab

I found Swarm using.

Let's go.
Hopefully we can get answers

about where Aleksei is.

- Spider-Man?
- Oh, uh--hi, officer.

I guess you got my call earlier.

So you've cordoned off
Swarm's lab as a crime scene?

- Not exactly.

There was nothing here.

Sorry, but I think
you've got the wrong place.

- So, this lab thing?
Another lie?

- Hostility noted.

But this is definitely
the place.

Swarm must have gotten busy
as a bee cleaning it all up,

then buzzed off. [chuckles]

- Ugh, jokes like that--

how did we not know
you're Peter Parker?

- Wait, wait--there. [beeping]

- It's one of his... bee parts.

- We need to take a closer look.

Let's get this thing
under a microscope.

My house is close.

- Spider-Man's house?
Or Peter Parker's?

- Or maybe we should just
split up for a bit.

Spidey, you check out the bee.
We'll patrol for Rhino.

- Good idea.

- Don't worry.

They just need time to cool off.

I'll talk to them.

[Spider-sense humming]

- Whoa! Nice save.

- Uh, M. J. Hi.

Uh...

- Oh! Uh...

Okay.

Catching you can do,
passing not so much.

Up for some hoops?

- Well, sportsball seems fun,

but I kinda got
a thing and... stuff.

- I think you're just worried
I'll beat you at sportsball.

Unless something else
is on your mind.

- It's complicated.

Two of my best friends
are mad at me

because I was keeping
a secret from them.

I thought I was doing
the right thing.

- Did you tell them that? - Yes!

Or, well--not in
so many words, you know.

- My advice?

Don't let things
like that just sit.

Take a leap. Go talk to them.

Out loud. In person.

With words.

- You think so?
- They're your friends, right?

Don't make this harder
than it is.

- Thanks, M. J.

Uh, how about we launch rings
next time?

- It's "sh**ting hoops."

And, yeah. Next time, Tiger.

- Searching for Rhinos
in Manhattan

is harder than you'd think.

- I thought I spotted him,
but it was a horse.

- I've modified my scanners,
but I'm not getting anything.

[phone buzzing] - Huh?

Oh, look who wants to talk.

Sorry, can't do
right now, Parker.

- Ease up on him.

He was just trying to protect
the people in his life.

[beeping]
- Wait. Rhino must have

come into range, come on.

♪

- Look, Pete's the smartest guy
I know.

Well, second smartest
after me, obvs.

But there's no rulebook
for being a superhero.

Just like us,
he's doing his best

to figure out this spider stuff.

Sometimes that leads
to mistakes.

- Mistakes like walking blindly
into a dangerous situation?

[growling]

Three Rhinos?
- It's like a jackpot...

of pain!

- Let's see.

Something has
to be different about this bee.

I'm just not finding it.

- Go for Gwen at the beep.
- Gwen, it's Peter.

I tried Anya already,
I need to speak with you.

Please call.

- You've reached the lab
of Miles Morales.

I'm his assistant.
Please leave a message--

- You don't have an assistant!

- Gwen, you're ruining
my voicemail!

- Miles!
None of you are picking up.

I guess Anya and Gwen
are still pretty mad, huh?

Okay, just let me know
if you found anything. [sighs]

I need a fresh perspective
on this bee analysis.

I think I know just the guy.

[knocking]

Hi, Max.

I was in the neighborhood,
so I thought I'd, uh...

Okay, I wasn't
in the neighborhood, but--

- Now is not a good time, Peter.

In fact, it's in everyone's
best interest

if I put some distance

between myself
and students from Horizon.

- Not true, Max.
We need you more than ever.

There's a new Rhino somewhere
who must have been exposed

to the same Rhino serum--
serum you've studied.

Plus, Aleksei is still missing,
and the key to all this stuff

is probably hidden
inside this bee.

I need your help.

- No.

- No?

- Like I told you
at the school, I'm done.

Every time I think I'm helping,
I only end up hurting.

Good night, Peter.

- So, he's thinking it over.

Ugh, no messages,
no missed calls. Ugh.

Maybe they found something
and are too busy to call back.

Guess there's only one other
person I can turn to for help.

♪

- Thanks for
the lab assist, Grady.

- Of course.

Uh, sorry about Max, by the way.

It's terrible, him being fired.

What happened
in that school board hearing?

Everyone is hush-hush about it.

- It, uh, didn't go so well.

Look, we need to focus.

- Ahh! - Bee!

I'm terrified of bees!

Their stingers and their legs,

and their making
of those hideous noises.

I told my grandma just because
their spit is sweet

doesn't mean
I want any in my tea.

- Uh, okay.

I'll be the one to touch it.

I just need to pick your brain.

- Some insects
just freak me out.

I'm not a fan
of spiders, either.

♪

- There still doesn't seem

to be anything
unique about this bee.

- There's always tomorrow,
Peter.

Whatever assignment this is,
science takes patience.

- It's not an assignment.
This is connected to the Rhino.

I was hoping it'd lead
to finding him.

- Oh! I thought the objective
was examining the bee itself.

If our parameters are wider
than that, we have other data.

- What other data?
- For starters,

you'd assume that's pollen

on the horrible
little creature's legs,

but it's actually microfibers
of a substance

commonly used in shipbuilding.

What? I happen to know a lot
about shipbuilding.

I like sailing.

Well, I like
the idea of sailing.

- Wait, so, microfibers like
you'd find at a shipyard?

Great job!

Grady, I don't know
how to thank you!

- You can start by never
bringing another bee

into the lab.

Stupid bees. I wish
I could ruin your picnics.

♪

- Nothing.

And still no word
from the others.

[Spider-sense humming] Ahh! Ah!

Uh!

- Uh, hey, everyone.
I was looking for you.

Great. - Not great.

What with the giant cage
and all.

- Wait. Three Rhinos now?
- Why not?

They go nicely with the three
spider monsters over there.

- Good evening, viewers at home.

It is time
for tonight's main event!

Let's have a warm welcome
for Spider-Man and his team!

As they try to survive
the Underground Monster League!

- Quit hogging the popcorn, dad!

- Now, I must thank Spider-Man.

Because of him, we have a
record amount of viewers

for tonight's match.

It would seem
the entire criminal underworld

has paid top dollar
to watch tonight's bout.

And I can't wait to see which
of my monsters squashes you.

- Why is the bee dude
calling me out?

He must think I'm the leader.
Yeah. Yeah, I get that.

- Remote audience!
Start your wagers!

How long will it take for
my monsters to destroy them?

Let's add some weapons
to make this gladiator fight

even more interesting!

Spiders versus spiders.
Time for battle!

- We haven't even read the
Monster League rulebook yet!

What do we get if we win?

- I think we get to live.

[roaring]

Monster League presents
the ultimate spider smack down!

- Sir, I recommend you log on

to the Underground
Monster League server.

[beeps]

- No! That underling.

Spider-Man is mine.

He could ruin my entire plan.

- We can't hurt them!
- I know! They're too powerful!

- No! I mean they're
innocent victims,

mind controlled
the fight us like the Rhino.

- Innocent?

Ahh! [grunts]

Hard to have sympothy when this
one's being way too clingy.

Hey - personal space.

[grunts]

- Hey, these monsters
are playing dirty.

I love it!

- Oh, so much luck!

They've survived
longer than expected.

But can that spider stamina
last?

- [grunting] - [growling]

- Listen, I know this is
a weird time to talk,

But I want you both to know
I'm really sorry!

[grunts]

But, we might not even be
in this stupid arena

if I just communicated better
with both of you

and we stuck together
as a team. [grunts]

- Is he really choosing
now to apologize?

- He's never had great
social timing.

- Look, we're sorry, too.

I just thought
we were closer friends.

- We are. And I don't have
a lot of close friends.

At first, I thought I was just
trying to protect you.

Once you got your powers,

I really should have
let you know, so I'm sorry.

- Well, guess what? [grunts]

We wanna protect you, too.

- Great!
Friendship saved, now save me!

- Let's make this one on one,
guys, stay focused

and bring them down.

- What garbage is this?

Those hero mooks are winning?

Totally unrealistic!

- Don't worry, vile viewers.

You spent top dollar to see
Spider-Man wiped out,

and Monster League will deliver.

- Hey! No fair!

Sure, it's gladiator combat run
by a super villain, but still!

No fair!

- [grunts] Oh! Oh!

Huh?
I know how Swarm's doing it.

No! Uh!

[grunting]

He's controlling them with bees,

stuck on the back
of their necks.

- Hypnobees?

Sure, why not? - Of course!

This is all
about communication. Ah, ah.

- Yes, we get it.

We'll all work
at communicating better.

- No, the bees.

For individual drone bees
to operate

as one collective being.

- Ha! Bee-ing. Ha!
- Wait, stop it.

The bees have to be
coordinated, communicating.

And that can be disrupted.

Ghost, let's cut this signal
off at the source.

We're canceling
this show, Swarm.

Get back in there!

Don't disappoint your public.

- Worked great.
Got another plan?

- Actually, yes. I do.
You and Miles defend.

Spider-Girl,
let's use these energy weapons

to build a surprise for Swarm.

- You got a plan?
Great. But do it fast.

- Ha. Whatever you're doing,
I'm sure it's cheating.

I can cheat too. Bonus round!

Increase your payment,
and you can watch

Spider-Man destroyed
by his own friends!

- Dad! Send them more money!

♪

Ah! Oh.

- Ahh!

♪

- Here, this should--ahh!

Guys?

Is this because
of the timing of my apology?

- [laughs] Thanks
for the most viewers

in Underground Monster League
history, Spider-Man.

Too bad you won't be around
to see me enjoy my profits.

- I've got an ending
of my own in mind.

♪

- Ha! Your webs? Useless.

- Actually, with this
little device we cooked up,

each one of those
useless web ba*ls

has been transformed
into a tiny sonic transmitter.

Try holding yourself
together now, Swarm.

[warbling]

- No! No--[screams]

- Guys!

- Mm, I once heard Grady rant
for, like, 20 minutes about

how much he hates bees,
and I thought "weird."

But now? Not so weird. I get it.

- We'd better get the Monster
League back in their cages

while they're still out.

Last thing we need is a stampede

before we can get them cured.

- We won?

I'm totally getting an
endorsement deal out of this.

- So Aleksei was one of
those Rhinos in the cage.

How's he doing? - Good.

The individualized cures
we developed our changing

all of Swarm's victims
back to normal.

- We were just going through
the samples

of altered DNA
from the Monster League.

- Care to guess the one thing
they all have in common?

They're all derived
from Jackal's work.

I hope my uncle's
not at it again.

- Don't worry, Gwen.

If Jackal's out there still,
we'll find him.

And stop him. Together.

And now that we're not in
an arena facing certain doom,

I just wanted to apologize
to all of you again.

- Peter, we've forgiven
Spider-Man,

which means
we've also forgiven you.

- Mr. Parker,
may I speak with you?

Peter, I wanted to inform you

that the proceedings
of the school board hearing

have been sealed, and no one
will legally be allowed

to reveal your other identity.

- However, we do not want
to see Spider-Man here again.

His presence is too dangerous.

So I'm warning you, only once.

Spider-Man is not to be
on school grounds, period.

- Understood. And, uh... thanks.

♪

[light music]

♪

Hi, M. J.
Can I sh**t some hoops?

- Hey, you said that right.

So, did things work out
with your buddies?

- Thanks to you they did.
I appreciate the advice.

- That's what friends are for.

- Parker lines up the shot.

Only three quarters left
until home run! [grunts]

- Good thing science
is your thing, Peter,

'cause I don't see a basketball
scholarship in your future.

[both laugh]