Ultimate Spider-Man (2011) s03e19 Episode Script
Burrito Run (25 min)
Get ready, team! Watch your back, Luke.
You too, Iron Spider.
Dagger, don't fall for that.
Behind you, Venom.
Move your tail, Squirrel Girl.
I know, I know.
It's not like the uber-awesome Spider-Man to let his teammates flail under enemy fire.
It's for their own good.
See, that's Hawkeye.
Guest instructor at S.
H.
I.
E.
L.
D.
Academy.
Teaching us about stuff Stuff I already know.
Lesson three: Use your opponents against each other.
Lesson five: Don't do what your enemies expect you to do.
Lesson 17: Focus.
Most fights are momentum by momentum, so don't take your eyes off the target.
Lesson 27 Frost arrows.
Love 'em.
Class dismissed.
Talk about getting schooled.
Seriously, right? Oh, I could hibernate for a week.
Okay, so we got a serious workout, which does explain why I'm seriously craving food.
Training with Hawkeye will work up an appetite in anyone.
Yeah, well, Hawkeye hasn't upgraded his tech since Sherwood forest.
Whereas my tech Just found us Joey Q's take-out.
- The best burrito place in the entire - 2200 hours is lights out.
You kids go to bed.
Huh? Huh? Localized electronics jammer.
Lights out doesn't just mean sitting in the dark.
But we're not tired.
Then fake it.
It's good training.
Go to bed.
We're hungry.
Not tired.
We're heroes, we're hungry, and we deserve a burrito run.
Who's coming with me? You had me at "burritos," man.
Me, three! Squirrels love burritos.
Uh, okay, fine.
But the squirrels stay here.
Even Monkey Joe? Two words: Pistachio incident.
You're still innocent in my eyes.
This burrito place better be worth running clear across town for.
There are menus online, and they got carnitas and pollo and Quick, hide! It's a bugle news chopper.
Well, that was close.
Don't want our faces Flashed on the evening news.
Gotta go stealth.
Right.
Hawkeye-style.
People were stealth-ing long before Hawkeye.
We're doing this my way after we look into that.
Remember guys, stealth.
That creep looks familiar.
Who's behind dumpster number one? Shocker, a safecracker who thinks vibro-shock gauntlets and quilted Long-Johns are a sharp fashion choice.
Not the smartest villain Not that brains are everything.
If we live to tell this story, let's leave out the part where Vibro Fluffypants kicked our butts.
I don't think so, Shocker.
Scram, losers.
I got work to do.
So do we, like stopping you.
Hey, Shocker, you ever heard the one about the You frizzled the fur! No one frizzles the fur.
- Uh-oh.
- I got this.
Okay, Shocker upped his game a bit.
Any ideas? It's like Hawkeye said, one of us should sneak away and get the drop on him.
That Hawkeye tactic is obvious, but I'll do it Spidey-style.
You're done, hero.
I think you mean, "I'm done," quilty Mac-Back-stitch.
And by, "I'm done," I mean you're done.
I'm just speaking as you, in case that wasn't clear.
Wha? Wait, where am I? This ain't my apartment.
Think of this as a home makeover.
Let me out.
I didn't do nothing.
I was framed! You guys okay? Yeah, but what was that all about? I don't know.
Shocker may be a dramatic kind of guy, but faking amnesia's a little much, even for him.
Let's find out what that padded wonder was up to.
It's still got wires in it.
That's good, right? It's an access point for the city's cell phone & antennae grid.
Sweet Spanish almonds! He's gonna read our text messages! or something else that's nefarious.
From what I can tell, all Shocker did was extend the grid's reach.
So, he improved our cell reception? Huh, guess even bad guys hate low bars.
We'll use the improved reception to drop a call to the cops.
Come on.
Let's get our burrito on.
Yeah, that was my stomach.
- We close yet? - Looks about six blocks up.
Tell me they're just excited about the carnitas burrito.
With your luck? Not a chance.
This isn't the usual panic at the cell phone shop.
Phone.
Le phone.
Le phone.
Le telephone.
'Allo? Sorry.
Not here.
Le phone.
'Allo? Nope.
Bye-bye.
'Allo.
Phone.
Le phone.
Le phone.
Le telephone.
Batroc the Leaper? Sorry, buddy, the next Stark phone isn't out for months.
En garde! Ha-ha! "Bat-chy", I get it You wanna call mom more often, the international charges are terrible, so you turn to a life of crime.
Voila! Maybe we should call for back up.
I am not calling for help on a guy whose superpower is big smelly feet.
Besides, they'll know we snuck out to get food.
And "ultimate grounded-man" doesn't really leap off the tongue.
Hey, Batty, don't forget to look before you leap.
Your call's been dropped.
Le phone.
Le phone! Le Sacre bleu! What is this? You tried to steal a bajillion phones.
I made some funny quips.
There were laughs.
There were tears.
None of this ring a bell.
Phones, moi? I am not some peasant.
I am a connoisseur of the ill-gotten, and I would never steal something so Bourgeois.
I hate to say it, but these are kind of cheap for his usual taste.
Two cell phone crimes, and two bad guys who don't remember committing them.
Anyone else find that a little weird? My name is Squirrel Girl, and I have squirrel powers.
You're asking me if something's weird? Touche.
Huh?! Another alarm? Another cell phone box? That makes three cell phone crimes in a row.
Mesmero! Spider-Man? Slow down, shoulder pads! Okay, did everyone get a communications degree without me.
I don't know, but the whole amnesia thing's making a lot more sense.
Uh, guys.
Paparazzi alert.
Ah, friendly New Yorkers.
Normally, I'd love to strike a pose, but we're kinda heroing on the D.
L.
Tonight, so, no photos, 'kay? Sorry, Spider-Man, but they're not here for you.
Minions, attack! Wait, no, stop! I'm just here for the burritos.
Me and my big stomach.
It's official, we should have stayed in and ordered pizza.
Squirrel Girl, Power Man, heads up! Back off! You wanna get nuts? Let's get nuts.
Whoa, these are still innocent people.
- It's Doctor Freaky-Eyes we want.
- I knew that.
Tear them apart! Let's take a time out for a second.
I don't exactly have enough web fluid to hold off half of New York.
We should fall back.
Hawkeye would tell us to control the battlefield.
We can't just leave these people under Mesmero's spell But fine.
Hawkeye was right, and controlling the battlefield means taking the high ground.
Oh no! Find them! Don't let them escape.
Daddy has to enlarge our family.
We can't stay up here forever.
And by 'forever', I apparently mean 'at all'.
Squirrel Girl, can you reach the next roof? Easy peasy.
Yeah.
I don't do 'easy' or 'peasy'.
Then try this.
I definitely don't web swing.
You do now.
Whoa! See? Easy peasy.
Check it out.
Mesmero must have called them home.
And home must be over there.
We wanted a battlefield we could control.
We gotta get there first.
Don't worry, we only have to do this about 20 more times.
I hate you, Spidey.
I get that a lot.
No, no, no, no! Lock this place down.
If Mesmero wants them in here, we're gonna keep 'em out there.
Good.
We'll keep them out there where they're safe.
Let me guess, more Mesmero minions? Here's the run down.
Shocker, covered it.
Gloves, quilts, lame.
Grizzly, guy in a cybernetic Teddy bear suit.
Still mad he missed the picnic.
And Boomerang, master of the ancient art of Eh, just kidding.
He throws boomerangs.
Round two, spider.
Boss don't want you interfering, so this time, he gave me some friends.
Leave it to Mesmero to shop in the bargain basement of "villains-are-us".
Come on, guys, let's kick some sense into these rejects.
Just your average bear to me.
Hey, grizzly! Ooh, right in the face.
Hello? Hey, Power Man.
Did I call you for help, or just think it really hard? Well, what did Hawkeye teach us? Don't do what your enemies expect.
Keep your focus.
Don't think those apply right now.
Use your opponents against each other? Now, that I can do.
Hey, watch it, quilt head.
Don't call me that! Hey, Shocker, does this hurt? I'll take that as a yes.
Oi, you ain't done with me, spider.
Whoa! What I tell ya? Hawkeye's lesson three.
Would have done it anyway, Luke.
Now, where's Squirrel Girl? S.
G.
, wait up! Oh, no, you answered your phone, didn't you? You answered it! She's going to the roof.
You did good, Webs.
Seriously? Tonight's been a series of fowl-ups.
We've even lost Squirrel Girl.
If I'd listened to you sooner, done it hawkeyes way Hawkeye teaches us the basics to grow on.
Training's about what works best for each of us.
You did that, and you aren't any less of a Spider-Man because of it.
Thanks for the pep talk, Luke, but we still got a bad guy to punch, and there he is! You're too late, Spider-Man.
With my amplifier in position, my power is limitless.
So, we should smash that amplifier.
Thanks, googly-eyes! You're way more helpful than the other bad guys.
Minions of New York, protect me.
Squirrel Girl? You heard Mesmero.
Keep them from the tower.
Kicks their butts.
Ah, nuts.
Hey, Spidey, do yourself a favor.
Don't look down.
Yeah, because things are either scary, bad, or dangerous.
Things are scary, bad, and dangerous! Thanks to the work of my new friends, I control the entire cellular network.
With my powers being broadcast, now all of New York is under my control.
I've got a thought.
Hope it's a good idea, and not just a silly throw-away joke.
Yes, remember Hawkeye's lesson number five? Do the unexpected! So? Get Squirrel Girl.
Nope.
Missed.
Missed again! You are so bad at this.
Here, let me show you how it's done.
Come on, S.
G.
, snap out of it.
You can cram it with walnuts.
Sorry in advance! You back? Bright-eyed and bushy-tailed.
Then let's keep the momentum.
You two handle these guys, I'll take Mesmero.
You're gonna get stomped, rat girl.
Rat? Rat?! Could a rat do this? Whoa! Squirrel, one.
Bear, nada.
Time for a Squirrel Girl special.
Oi, leggo, ya mangy wallaby! Let's keep this between us.
Up you go.
I dig the way your quilted costume cushions my knuckles.
Just like punching a cloud.
Not so fast! I've already beaten you, Spider-Man.
Every new yorker with a cell phone is my slave.
And they will happily destroy you for me.
Sorry, Mesmero.
- I'm disconnecting your service.
- I think not.
Sleep, Spider-Man.
And never annoy me again.
But I did exactly what Hawkeye did.
I followed every lesson, except one.
I said, sleep.
Sorry, Mesmero.
I'll tell you what I told Nick Fury I'm not tired.
Freeze arrows, Spidey-style.
Ah, so cold! You get one phone call, Mesmero.
Tell those people to go home.
Never! My hordes will destroy you.
If they make it in time.
Guys, step back.
What do you say, Mesmero? Do I tell those creeps that you brainwashed them, or do you make that call? Tell everyone to go home and forget what happened here.
Tell all the villains to return what they stole, and report to their nearest police station, and tell them to give up their life of crime, because deep down, they're good people.
Yeah, that last one probably won't stick, but It's worth a shot.
You make a convincing case.
Cell phone users of New York City, your zombie mission cannot be completed as dialed.
The numbskull super villain you've been working for is no longer in service.
Well, that's the last of it.
Everything back to normal.
Whew, what a night.
Not a night, any more.
Look.
If we don't back before bed check, Nick Fury will drop us out of S.
H.
I.
E.
L.
D.
Academy.
You guys get back to the Triskelion.
If you leave now, you'll make it.
What about you? Got one last thing to take care of.
Now, go.
Rise and shine, sleepy heads.
It's the first official meeting of "the five mile run before breakfast" club, and everybody's a member.
We were in the bathroom.
We were brushing our tails.
I mean hair.
We were brushing our hair.
That's exactly what we were doing.
Looks like our little club is one short.
Did Spider-Man decide to join you? Of course not.
He's right there asleep.
But not because he's lazy.
He was up all night studying.
I'll wake him up.
Please, allow me.
See, Hawkeye? Told you.
You can't sneak up on a spider, especially not after what you taught us yesterday.
Well, seeing as how you kids have been so diligent in your Studies, maybe we can take the morning off.
And besides, I gotta get down to I.
T.
Phone hasn't been able to get decent bars all morning.
Stay out of trouble.
Come one, come all.
Breakfast burritos for everyone.
What have we here? Mm, Joey-Q's.
My favorite.
You kids eat up.
New obstacle course this afternoon, and you're gonna need the energy.
We clearly gotta get those crowd-fighting skills up to scratch.
Fury knew? And he didn't bust us? Guess he wanted a burrito as much as we did.
Good thing I always order two.
You too, Iron Spider.
Dagger, don't fall for that.
Behind you, Venom.
Move your tail, Squirrel Girl.
I know, I know.
It's not like the uber-awesome Spider-Man to let his teammates flail under enemy fire.
It's for their own good.
See, that's Hawkeye.
Guest instructor at S.
H.
I.
E.
L.
D.
Academy.
Teaching us about stuff Stuff I already know.
Lesson three: Use your opponents against each other.
Lesson five: Don't do what your enemies expect you to do.
Lesson 17: Focus.
Most fights are momentum by momentum, so don't take your eyes off the target.
Lesson 27 Frost arrows.
Love 'em.
Class dismissed.
Talk about getting schooled.
Seriously, right? Oh, I could hibernate for a week.
Okay, so we got a serious workout, which does explain why I'm seriously craving food.
Training with Hawkeye will work up an appetite in anyone.
Yeah, well, Hawkeye hasn't upgraded his tech since Sherwood forest.
Whereas my tech Just found us Joey Q's take-out.
- The best burrito place in the entire - 2200 hours is lights out.
You kids go to bed.
Huh? Huh? Localized electronics jammer.
Lights out doesn't just mean sitting in the dark.
But we're not tired.
Then fake it.
It's good training.
Go to bed.
We're hungry.
Not tired.
We're heroes, we're hungry, and we deserve a burrito run.
Who's coming with me? You had me at "burritos," man.
Me, three! Squirrels love burritos.
Uh, okay, fine.
But the squirrels stay here.
Even Monkey Joe? Two words: Pistachio incident.
You're still innocent in my eyes.
This burrito place better be worth running clear across town for.
There are menus online, and they got carnitas and pollo and Quick, hide! It's a bugle news chopper.
Well, that was close.
Don't want our faces Flashed on the evening news.
Gotta go stealth.
Right.
Hawkeye-style.
People were stealth-ing long before Hawkeye.
We're doing this my way after we look into that.
Remember guys, stealth.
That creep looks familiar.
Who's behind dumpster number one? Shocker, a safecracker who thinks vibro-shock gauntlets and quilted Long-Johns are a sharp fashion choice.
Not the smartest villain Not that brains are everything.
If we live to tell this story, let's leave out the part where Vibro Fluffypants kicked our butts.
I don't think so, Shocker.
Scram, losers.
I got work to do.
So do we, like stopping you.
Hey, Shocker, you ever heard the one about the You frizzled the fur! No one frizzles the fur.
- Uh-oh.
- I got this.
Okay, Shocker upped his game a bit.
Any ideas? It's like Hawkeye said, one of us should sneak away and get the drop on him.
That Hawkeye tactic is obvious, but I'll do it Spidey-style.
You're done, hero.
I think you mean, "I'm done," quilty Mac-Back-stitch.
And by, "I'm done," I mean you're done.
I'm just speaking as you, in case that wasn't clear.
Wha? Wait, where am I? This ain't my apartment.
Think of this as a home makeover.
Let me out.
I didn't do nothing.
I was framed! You guys okay? Yeah, but what was that all about? I don't know.
Shocker may be a dramatic kind of guy, but faking amnesia's a little much, even for him.
Let's find out what that padded wonder was up to.
It's still got wires in it.
That's good, right? It's an access point for the city's cell phone & antennae grid.
Sweet Spanish almonds! He's gonna read our text messages! or something else that's nefarious.
From what I can tell, all Shocker did was extend the grid's reach.
So, he improved our cell reception? Huh, guess even bad guys hate low bars.
We'll use the improved reception to drop a call to the cops.
Come on.
Let's get our burrito on.
Yeah, that was my stomach.
- We close yet? - Looks about six blocks up.
Tell me they're just excited about the carnitas burrito.
With your luck? Not a chance.
This isn't the usual panic at the cell phone shop.
Phone.
Le phone.
Le phone.
Le telephone.
'Allo? Sorry.
Not here.
Le phone.
'Allo? Nope.
Bye-bye.
'Allo.
Phone.
Le phone.
Le phone.
Le telephone.
Batroc the Leaper? Sorry, buddy, the next Stark phone isn't out for months.
En garde! Ha-ha! "Bat-chy", I get it You wanna call mom more often, the international charges are terrible, so you turn to a life of crime.
Voila! Maybe we should call for back up.
I am not calling for help on a guy whose superpower is big smelly feet.
Besides, they'll know we snuck out to get food.
And "ultimate grounded-man" doesn't really leap off the tongue.
Hey, Batty, don't forget to look before you leap.
Your call's been dropped.
Le phone.
Le phone! Le Sacre bleu! What is this? You tried to steal a bajillion phones.
I made some funny quips.
There were laughs.
There were tears.
None of this ring a bell.
Phones, moi? I am not some peasant.
I am a connoisseur of the ill-gotten, and I would never steal something so Bourgeois.
I hate to say it, but these are kind of cheap for his usual taste.
Two cell phone crimes, and two bad guys who don't remember committing them.
Anyone else find that a little weird? My name is Squirrel Girl, and I have squirrel powers.
You're asking me if something's weird? Touche.
Huh?! Another alarm? Another cell phone box? That makes three cell phone crimes in a row.
Mesmero! Spider-Man? Slow down, shoulder pads! Okay, did everyone get a communications degree without me.
I don't know, but the whole amnesia thing's making a lot more sense.
Uh, guys.
Paparazzi alert.
Ah, friendly New Yorkers.
Normally, I'd love to strike a pose, but we're kinda heroing on the D.
L.
Tonight, so, no photos, 'kay? Sorry, Spider-Man, but they're not here for you.
Minions, attack! Wait, no, stop! I'm just here for the burritos.
Me and my big stomach.
It's official, we should have stayed in and ordered pizza.
Squirrel Girl, Power Man, heads up! Back off! You wanna get nuts? Let's get nuts.
Whoa, these are still innocent people.
- It's Doctor Freaky-Eyes we want.
- I knew that.
Tear them apart! Let's take a time out for a second.
I don't exactly have enough web fluid to hold off half of New York.
We should fall back.
Hawkeye would tell us to control the battlefield.
We can't just leave these people under Mesmero's spell But fine.
Hawkeye was right, and controlling the battlefield means taking the high ground.
Oh no! Find them! Don't let them escape.
Daddy has to enlarge our family.
We can't stay up here forever.
And by 'forever', I apparently mean 'at all'.
Squirrel Girl, can you reach the next roof? Easy peasy.
Yeah.
I don't do 'easy' or 'peasy'.
Then try this.
I definitely don't web swing.
You do now.
Whoa! See? Easy peasy.
Check it out.
Mesmero must have called them home.
And home must be over there.
We wanted a battlefield we could control.
We gotta get there first.
Don't worry, we only have to do this about 20 more times.
I hate you, Spidey.
I get that a lot.
No, no, no, no! Lock this place down.
If Mesmero wants them in here, we're gonna keep 'em out there.
Good.
We'll keep them out there where they're safe.
Let me guess, more Mesmero minions? Here's the run down.
Shocker, covered it.
Gloves, quilts, lame.
Grizzly, guy in a cybernetic Teddy bear suit.
Still mad he missed the picnic.
And Boomerang, master of the ancient art of Eh, just kidding.
He throws boomerangs.
Round two, spider.
Boss don't want you interfering, so this time, he gave me some friends.
Leave it to Mesmero to shop in the bargain basement of "villains-are-us".
Come on, guys, let's kick some sense into these rejects.
Just your average bear to me.
Hey, grizzly! Ooh, right in the face.
Hello? Hey, Power Man.
Did I call you for help, or just think it really hard? Well, what did Hawkeye teach us? Don't do what your enemies expect.
Keep your focus.
Don't think those apply right now.
Use your opponents against each other? Now, that I can do.
Hey, watch it, quilt head.
Don't call me that! Hey, Shocker, does this hurt? I'll take that as a yes.
Oi, you ain't done with me, spider.
Whoa! What I tell ya? Hawkeye's lesson three.
Would have done it anyway, Luke.
Now, where's Squirrel Girl? S.
G.
, wait up! Oh, no, you answered your phone, didn't you? You answered it! She's going to the roof.
You did good, Webs.
Seriously? Tonight's been a series of fowl-ups.
We've even lost Squirrel Girl.
If I'd listened to you sooner, done it hawkeyes way Hawkeye teaches us the basics to grow on.
Training's about what works best for each of us.
You did that, and you aren't any less of a Spider-Man because of it.
Thanks for the pep talk, Luke, but we still got a bad guy to punch, and there he is! You're too late, Spider-Man.
With my amplifier in position, my power is limitless.
So, we should smash that amplifier.
Thanks, googly-eyes! You're way more helpful than the other bad guys.
Minions of New York, protect me.
Squirrel Girl? You heard Mesmero.
Keep them from the tower.
Kicks their butts.
Ah, nuts.
Hey, Spidey, do yourself a favor.
Don't look down.
Yeah, because things are either scary, bad, or dangerous.
Things are scary, bad, and dangerous! Thanks to the work of my new friends, I control the entire cellular network.
With my powers being broadcast, now all of New York is under my control.
I've got a thought.
Hope it's a good idea, and not just a silly throw-away joke.
Yes, remember Hawkeye's lesson number five? Do the unexpected! So? Get Squirrel Girl.
Nope.
Missed.
Missed again! You are so bad at this.
Here, let me show you how it's done.
Come on, S.
G.
, snap out of it.
You can cram it with walnuts.
Sorry in advance! You back? Bright-eyed and bushy-tailed.
Then let's keep the momentum.
You two handle these guys, I'll take Mesmero.
You're gonna get stomped, rat girl.
Rat? Rat?! Could a rat do this? Whoa! Squirrel, one.
Bear, nada.
Time for a Squirrel Girl special.
Oi, leggo, ya mangy wallaby! Let's keep this between us.
Up you go.
I dig the way your quilted costume cushions my knuckles.
Just like punching a cloud.
Not so fast! I've already beaten you, Spider-Man.
Every new yorker with a cell phone is my slave.
And they will happily destroy you for me.
Sorry, Mesmero.
- I'm disconnecting your service.
- I think not.
Sleep, Spider-Man.
And never annoy me again.
But I did exactly what Hawkeye did.
I followed every lesson, except one.
I said, sleep.
Sorry, Mesmero.
I'll tell you what I told Nick Fury I'm not tired.
Freeze arrows, Spidey-style.
Ah, so cold! You get one phone call, Mesmero.
Tell those people to go home.
Never! My hordes will destroy you.
If they make it in time.
Guys, step back.
What do you say, Mesmero? Do I tell those creeps that you brainwashed them, or do you make that call? Tell everyone to go home and forget what happened here.
Tell all the villains to return what they stole, and report to their nearest police station, and tell them to give up their life of crime, because deep down, they're good people.
Yeah, that last one probably won't stick, but It's worth a shot.
You make a convincing case.
Cell phone users of New York City, your zombie mission cannot be completed as dialed.
The numbskull super villain you've been working for is no longer in service.
Well, that's the last of it.
Everything back to normal.
Whew, what a night.
Not a night, any more.
Look.
If we don't back before bed check, Nick Fury will drop us out of S.
H.
I.
E.
L.
D.
Academy.
You guys get back to the Triskelion.
If you leave now, you'll make it.
What about you? Got one last thing to take care of.
Now, go.
Rise and shine, sleepy heads.
It's the first official meeting of "the five mile run before breakfast" club, and everybody's a member.
We were in the bathroom.
We were brushing our tails.
I mean hair.
We were brushing our hair.
That's exactly what we were doing.
Looks like our little club is one short.
Did Spider-Man decide to join you? Of course not.
He's right there asleep.
But not because he's lazy.
He was up all night studying.
I'll wake him up.
Please, allow me.
See, Hawkeye? Told you.
You can't sneak up on a spider, especially not after what you taught us yesterday.
Well, seeing as how you kids have been so diligent in your Studies, maybe we can take the morning off.
And besides, I gotta get down to I.
T.
Phone hasn't been able to get decent bars all morning.
Stay out of trouble.
Come one, come all.
Breakfast burritos for everyone.
What have we here? Mm, Joey-Q's.
My favorite.
You kids eat up.
New obstacle course this afternoon, and you're gonna need the energy.
We clearly gotta get those crowd-fighting skills up to scratch.
Fury knew? And he didn't bust us? Guess he wanted a burrito as much as we did.
Good thing I always order two.