(GRUNTING) SPIDER-WOMAN: Quit shoving. - MILES: Give me space! - AGENT VENOM: Come on! Hey, settle down back there. Don't make me turn this Spider Jet around. I've been on the team the longest. Next time, I get shotgun. Then next time, remember to call it. Wouldn't be a road trip without some backseat bickering, especially since we just picked up some unexpected guests. Scarlet Spider's back, and he brought the Spider Slayers Bone Spider, Goliath Spider, and Ghost Spider, a group of synthezoids created by Doc Ock and Hydra to take me down. But Scarlet's got control of them now, I hope. Ow! Seriously, big guy, budge up. (GROWLS) (GRUNTS) Classy. Bro, tell your guys to back off. (SIGHS) Too crowded? I know how to get rid of some dead weight. No need to get all testy. We just don't like being crammed in. Apologies. I will make room. Ugh. Creepy. - I'm not sure if this is better. - No need to squabble anymore. We're coming in for a landing. Are you sure this is a good idea? All my ideas are good. Which one are you talking about? Bringing me back to the Triskelion. Last time I was here, I betrayed the entire team to the Sinister Six, and I think I may have left the milk out. That was you? But then you made up for it by turning on Doc Ock and saving all of Manhattan. Don't worry. I'm sure S. H. I. E. L. D. academy will welcome you with open arms. The traitor's back! Get him! (GRUNTING) Unfortunately, those open arms happen to blast Nova Force energy. (GRUNTS) You wanna do this, Nova? Let's do this. Nova, wait! Scarlet's on our side! So whose side are they on? Spider Slayers, defend the leader! We're under attack! (ALL YELL) Okay, maybe not all my ideas are good. (BLOWS LANDING) (GRUNTS) Sam, wait! Is this any way to treat a guest? Where are your manners? (GRUNTS) (BOTH GRUNTING) Luke, it's not what you think! AGENT VENOM: Or is it? Maybe Scarlet tricked us into bringing his army inside the Triskelion. - Just like the toe-jam horse. - (SPIDER-WOMAN GRUNTING) You mean the Trojan horse. That's not even a word. (MISSILES BLAST) Ben, you need to stop this fight before the whole Triskelion comes down! - That punk started it. - But you can stop it. Slayers, halt! Bottom line, those Spider Slayer things give me the creeps. How do we know we can trust Scarlet? Because I trust him, Flash. I hate to say it, spider-bro, but this time, I'm not sure that's enough. DR. CURT: This device pulls in energy from the synthezoids, then analyzes it before transmitting it back to them. The output capacity of the Spider Slayers is astounding. Thanks. No one's ever said that to me before. All right, Slayers. Time to pod. (BEEPING) DR. CURT: We were fortunate to salvage these stasis pods from the wreckage of Hydra Island. SPIDER-MAN: So, how come there are four pods? Well, since Scarlet spider is part synthezoid, - I naturally assumed - POWER MAN: That he should be locked up? (ANGRILY) Like the traitor he is? Or perhaps that we should simply err on the side of caution. Oh, come on. You, too, Cho? I'm a scientist. Trust is one thing, proof is another, especially inside a controlled environment. How's this for proof? He saved Manhattan. And I'm not gonna lock him up. Eyes Mine On you is what this thing that I'm doing with my fingers means. (GROWLS) It's been a long day. Tensions are running high. Everyone will feel better after a good night's sleep. (ALARM BLARING) (SPIDER-MAN GRUNTS) SPIDER-MAN: Can we ever get a good night's sleep in this place? (BEEPS) Security breach. The whole building's going on lockdown. (BEEPING) MILES: Looks like the breach started in Doc Connors' lab. SPIDER-WOMAN: Any idea what triggered it? SPIDER-MAN: Sam probably left the popcorn in the microwave too long again. MILES: Definitely not microwave popcorn. Who could have done this? Three guesses, and the first two don't count! (GRUNTS) What is your damage? Scarlet couldn't have done this, Flash. He was asleep in the bunks, just like you and me. So everyone who dissed you before just happens to get taken down? Not everyone. I had nothing to do with this. Well, what about your attack spiders? The ones only you can control? The Slayers are still in their pods, which lock from the outside. Which means someone else took down our friends. And because of the lockdown, they must still be in the building. They're not just unconscious, they're in some kind of coma. (ANGRILY) What'd you do to them, traitor? Instead of literally pointing fingers, why don't we find some proof? Whatever happened would've been caught on security cameras. See? Someone's thinking like not a crazy person. To the security office. SPIDER-MAN: Oh, come on! It'll take days to get the security system back online. AGENT VENOM: All smashed up. Well, isn't that convenient? Not smashed, slashed. By something razor sharp. AGENT VENOM: Like somebody's stingers? Let's not jump to conclusions. Squirrel Girl? (CHITTERING) (CHITTERING CONTINUES) I don't jump. I scamper. No mistaking it. Monkey Joe and Tippy-toe are picking up a scent. Huh? What is this? Hey! I was saving that trail mix for later. Pretty clever, covering your tracks for the bushy-tails. Will you give it a rest, Flash? Nobody else believes Scarlet did this. - Well - Seriously, MJ? All I'm saying is, he's still the most likely suspect. So why take chances? I say we lock him up with the rest of his family. None of you are gonna put me in stasis, because I'm gonna do it myself. SPIDER-MAN: You don't have to do this, Ben. It's the only way to prove I'm innocent and win back their trust. (BEEPS) SPIDER-MAN: We all know these pods lock from the outside. Now it's up to us to find the real culprit. Miles, check out the generator room. Venom and Squirrel Girl, sweep the east side of the building. Me and MJ will take the west side. You really think Ben's guilty? No. But I'm not sure he's innocent either. What if someone's controlling him the way he controls the Spider Slayers? VENOM: (OVER DEVICE) Spidey, power's out on the east side. Same thing here on the west. Miles, you copy? (STATIC) BOTH: (IN UNISON) Generator room. SPIDER-WOMAN: Generators are slashed, just like the security center. (MILES GROANING) SPIDER-MAN: Miles! (GROANING CONTINUES) Curious. The other S. H. I. E. L. D. students exhibit coma-like symptoms. But, Miles It's as if he's suffering from debilitating exhaustion. What if Scarlet is a Spider Vampire? We've been over this, Flash. Scarlet couldn't have done this. He's locked in his stasis pod. He is, right? - Oh, no! - I knew it! Impossible. The pods can only be opened from the outside. Which means someone else freed him. Whoever busted him out wasn't interested in the Spider Slayers. - More like whatever busted them out. - That's synthezoid fluid. It's what they have flowing through them, like artificial blood. (CLATTERING) KAINE: Spiders need to feed! I know that voice. Kaine. That weird synthezoid we fought in Doc Ock's lab? Only he just got a lot weirder. (YELLS) Look out! (ALL EXCLAIM) (GROWLS) (GRUNTS) So what's with the new look, Kaine? And where's the rest of your synthezoid copies? Kaine absorb others. Kaine whole. Those tentacles are sharp. Kaine is the one who slashed up the security center and the generator room. (GRUNTS) I gotta say, that's a pretty sophisticated plan for a guy who can barely complete a sentence. (YELLS) AGENT VENOM: I've got a complete sentence for him. Ka-boom! Uh, technically, that's not Wait! Don't get too close to Kaine! (KAINE GRUNTING) (GRUNTS) KAINE: Need to feed! (GRUNTING) (GROANS) Oh, he drained me. So that's why he keeps saying, "Need to feed. " (GRUNTING) Ah (GRUNTS) (GROANS) Just keep him at bay. Throw anything you can at him. (KAINE YELLS) (GRUNTS) Ah! (GRUNTING) (YELLS) You look like a tough nut to crack. Time to call in the experts. (GRUNTING) You not spider. (GRUNTING) Squirrel Girl! (GRUNTING) MJ, no! (KAINE YELLING) (GRUNTS) (GROANING) (SCREAMING) Kaine feast on spiders! (SCARLET SPIDER GRUNTS) - Snack time's canceled. - (IN UNISON) Scarlet? Kaine's gotten a lot tougher. Last time, my stinger sliced him in half. So what are you gonna do with that thing? Measure his energy output? Opposite. Gonna transmit energy. Amplify it. (BEEPS) Trust me. (SCREAMING) (GROWLING) See? I knew we still couldn't trust Scarlet. (GRUNTS) Hey! I was trying to overload him. More like feed him. Guys, less fighting, and more Fighting. (GRUNTING) Hey, it's not my fault Scarlet unleashed this I don't even know what it is. (YELLS) SCARLET SPIDER: You got it backwards, Venom. Kaine unleashed me! He tried to feed on me, but I managed to escape him. (GRUNTS) (GROANING) (GRUNTS) Scarlet not escape this time. (KAINE GROANS) Just follow my lead, okay? Yo, Kaine! Come and feast on some nutritious spider energy. I swear I have a plan. I just need to bring in some backup. (ROARING) AGENT VENOM: What backup? Everyone's out cold. - SPIDER-MAN: Not everyone. - Yeah. More crazy, uncontrollable synthezoids. Great idea. You know what to do, Ben. (SCOFFS) That's what I'm afraid of. (KAINE YELLS) (ALL GRUNT) Spiders need to feed. Slayers, attack! As you command! Slayers, halt! I said attack! Kaine, Slayers same. Made in lab by humans. Humans throw away Kaine, throw away Slayers. Kaine, Slayers not trust humans. Kaine, Slayers fight humans! Gotta say, Kaine's making some sense. Did he save you from Hydra Island? No. I did. KAINE: Saved to make slave for humans. Scarlet is close to the humans. (SNIFFING) Has scent of human. Half human. Scarlet traitor. Slayers, fight Scarlet! Do it yourself. (GRUNTS) (GRUNTING) SPIDER-MAN: Scarlet! KAINE: Scarlet dominated by Kaine. Time to join the winning team. (ALL GRUNT) Betrayed by the teammates you trust, Scarlet? Payback's a real bummer. Blame later. Defend now! Ben, buddy, anything you can do to get control back? Toss them some spider treats or something? Small spider will be crushed! (GRUNTING) You know what they say, the bigger the bug, the easier to zap. (GROANING) (GROWLS) (GRUNTS) I beat you before. I can do it again. Try. I'll shred you to pieces. Oh, man! That's cheating. Cheating does not violate my mission directives. Blah, blah, blah. (GRUNTS) (BOTH GROAN) (GROWLING) Okay, I got an idea. (IN THICKER VOICE) I'm the alpha now! (SCREAMS) (GROANS) Worth a shot. Now Kaine feast! (GROANING) Miss us, tiger? Guys? How? (GRUNTING) (SCREAMS) (GRUNTS) Thank Doc Connors. Apparently, us human spiders recharge a lot quicker than these synthezoids. (GROWLS) And my armor protected me from most of Kaine's shock. The web warriors are back together, and that's good enough for me. Now, first order of business, divide and conquer. Done and done. Looks like you could use a door, kid. (YELLS) (GRUNTING) Spider weak. Goliath strong! (SCREAMS) (GRUNTS) Hey. You break it, you bought it. (GRUNTS) (GRUNTS) (SCREAMING) And you just bought it big time. (GRUNTING) Will you cut that out? I mean, not literally. (SCREAMING) (GRUNTS) Okay. Two can play at ghost mode. (GRUNTS) (GRUNTING) (KAINE YELLS) (GRUNTING) (STRAINING) You still believe I'm a traitor? Jury's out. I'm not stupid. This could all be part of your big plan. (GROWLS) (ANGRILY) What's it gonna take to get through that thick skull of yours? - SPIDER-MAN: Guys! Whoa! - (BOTH YELL) (GRUNTS) (ALL YELL) See? Humans not trust Scarlet. Scarlet help Kaine fight humans. Kaine, not all humans are the same. Doc Ock is the one that mistreated you. Don't judge us all by him. Kaine does not judge. Kaine feeds! (ROARS) (KAINE GROANING) Feed on this! SPIDER-MAN: It's over, Kaine. You're surrounded, and you've lost your army. Then Kaine will do like humans. Kaine will use! Kaine Ultimate Spider Slayer. (GRUNTS) More like the ultimate backstabber. Betrayed your own synthezoid family. (GRUNTS) (SCREAMS) (SCREAMS) Now Kaine feasts! I'll give you a feast, Kaine. In fact, I'll feed you till you burst. Ben, keep him distracted. (GRUNTS) Scarlet will not fight Kaine. Scarlet will join Kaine. Never gonna happen. (GRUNTS) (GROANS) (GRUNTING) (SCREAMING) No! Scarlet! No one's joining you for long, candy Kaine. (DEVICE BOINGS) (GRUNTS) Why won't that work? (YELLS) Scarlet must have powered it with his own synthezoid biology. (GRUNTS) (ROARING) Aw, man! This is all my fault. If I hadn't have busted that thing If I'd have just trusted Scarlet. - But I can still make it right. - Venom, no! (GRUNTS) (GRUNTING) Like the others, I will absorb you. You will become part of Kaine! No. No! What are you doing to Kaine? Too much! Too much (SCREAMS) Good job, punk. Guys, on the one hand, you did it. On the other hand Ugh. Paper towels? So, uh, I'm not real good at this whole apology thing, but, um, I guess I was wrong about you. And I guess I was wrong about you. Busting into Kaine like that with the energy transmitter Maybe your skull isn't as thick as I thought. Trail mix? Oh, been waiting for you to share this. Gotta hand it to you, webs. You never doubted Scarlet. Even when all the evidence pointed against him. I didn't do anything. It was all Scarlet. He still chose our side. He's as human as the rest of us.