Ultimate Spider-Man (2011) s03e21 Episode Script
Attack of the Synthezoids
Midtown High.
Of all my favorite places in the world, this is easily in the top 97.
Wait.
What am I even doing here? Spider-Man? Where is your homework assignment? My report? I didn't prepare my report.
I forgot! That's not all you forgot.
Huh? Spidey sense.
Tingling? Oh, man.
Just an anxiety dream.
Of all the spiders in town, he's the web-headedest! That shouldn't be there! Of course it shouldn't, you no-account knothead! But what's worse is, that menace Spider-Man is roaming the streets! And nobody's doing anything about it! Spidey sense tingling! Whoa! Now for some reason I'm dreaming about Arnim Zola's assimilation tubes.
Only one sure way of waking yourself up from a dream.
Ow.
And still here.
Huh? Ugh.
Ech.
Okay, I'm not asleep.
Ew! And there's goop! So maybe not a dream, but definitely a nightmare.
My Spidey sense wakes me up from dream into dream, and this is real? Okay, Spidey, this is no time to panic.
Oh, the heck with it.
This is a perfect time to panic! I don't know where I am, but Gotta get out of here and back to My dorm? Seriously? Pretty sure my closet didn't have Arnim Zola's tube the last time I checked.
Who needs to hear about this? Silly question.
Everybody needs to hear about this.
Guys! Guys! You're not gonna believe this.
You know, some of us actually go to our classes.
I wasn't skipping class, White Tiger.
I was in this giant test tube Filled with green goo, in my, um, closet.
- Are you feeling well, spider? - You think I made it up, Iron Fist? You seem out of sorts.
I don't need a new brain if that's what you're asking.
I'm fine.
I know it's hard to believe, but you just gotta see it.
Come on.
See? Heh.
Freaky, right? What's really freaky is you've never heard of a washing machine.
A what-now machine? No, there was a tube.
And goo.
Lots of goo.
Trust me.
I was dreaming.
Then my spider-sense woke me up.
And then it did it again and again.
And then Spidey, you are definitely not getting enough sleep.
Maybe you're still dreaming now.
Or maybe I'm dreaming all this.
Oh, whoa, I'm freakin' myself out now.
You think I'm seeing things? - No.
- No way.
- Maybe a little bit.
- No.
- No, no, no.
- Yes.
Hey, with as much crazy stuff lately that you've been in You'd be nuts if you didn't go a little loopy.
Fine.
Then don't believe me.
Whatever.
I don't care.
You believe me, right? I believe that you believe.
What the eye sees is not as important as what the mind believes it sees.
Also, you probably should get more sleep.
Maybe they're right.
Maybe I'm losing my Huh? Spidey sense.
Okay, now my Spidey sense is imagining things.
Must have been asleep.
Aah! A Synthezoid? Here? Hiding in my dirty laundry? Ew.
One of Arnim Zola's artificial soldiers.
Correction.
A stronger and faster version of Arnim Zola's artificial soldiers.
Slow your roll, gummy.
Aw, somebody's acting tired and cranky.
You know what you need? You need a nap.
Whew, hate those things.
So who's Arnim Zola? An old school evil Hydra scientist who downloaded his mind into a computer, like, 70 years ago.
Iron Spider mistakenly set him loose, and we shut him down.
Or so we thought.
The good news, I'm not nuts.
Bad news Everything else.
Gotta find someone who'll believe me.
Starting with the man at the top.
Aren't you supposed to be in class? Something came up.
Like a goo-filled tube that I had to kick my way out of and a Synthezoid that came out of nowhere and attacked me.
What's left of it is in the dorm.
Come on, you gotta believe me.
A tubey thing.
Arnim Zola's goopy guy.
Nobody believes me.
Doesn't take a genius to see you've been pushing yourself too hard.
You're obviously exhausted.
Well, I am a little tired.
Miss enough sleep and you could hallucinate.
Waking dreams that can affect your whole psyche.
You think I'm going crazy.
Wait.
Is this some kind of psychological S.
H.
I.
E.
L.
D.
test? You want to see how I deal when I think I'm losing it? Let me show you something.
Uh, I don't remember seeing this room on the campus tour.
That's because it doesn't exist.
Right now, you're dreaming inside a S.
H.
I.
E.
L.
D.
psy-ops test.
I knew it.
I hate tests.
We're monitoring you.
And to pass this test, you gotta get back in the assimilation tube, so our techs can bring you out of your induced coma safely.
So you're saying I'm asleep? And this is all a dream? I could order you into the tube, but that would defeat the point of the test.
So I'm asking you, as your boss, your mentor, and yes, as your friend.
Hard to argue with that.
Wait As my friend? Nick Fury would never say that.
And how did I not notice your eye patch is on the wrong eye? Sorry about this Nick.
No way.
Nick Fury, a Synthezoid? But when? And how? How? Oh, Spider-Man, mein young friend.
You lack imagination.
Arnim Zola, everyone's least favorite T.
V.
rerun.
As you can see, I have returned.
- And you will never leave.
- We'll see about that Zola.
I'm not scared of you, Arnim Zola! Then you're not as intelligent as I was led to believe.
You may have momentarily evaded me, but it's only a matter of time before I control you along with every agent of S.
H.
I.
E.
L.
D.
.
Every agent? - What have you done with Nick Fury? - Fury? Safe and sound in one of my assimilation tubes, where you should be.
Where you will be.
If I had a universal remote, I'd so be hitting the mute button right now.
He's behind me, isn't he? Many Triskelion agents have been replaced already by synthezoids.
I'll put an end to that.
By the time the others discover my plan, it will be too late.
Everything looks normal, or as normal as it gets here.
Gotta figure out who Zola's replaced already.
Gonna need some help.
Hey.
Guys.
Arnim Zola is back.
He's kidnapped Nick Fury and replaced him with Uh, with Synthezoids? Don't struggle.
It will only make things worse.
You can join us serving the master.
You'll be one of us.
One of us.
One of us.
Ooh.
Tempting offer, but no thanks.
Syntho-squirrels? Zola's thought of everything.
But he didn't think of this.
Don't go anywhere, you doppelgoobers.
Whoa! What was that for? Arnim Zola's back, and he's replaced people with Synthezoid doppelgangers.
So you better say something only Danny and Amadeus would know.
Trust is like the blowing breeze.
It defies sight.
Okay, okay, fine.
Only the real Danny could be so Iron Fisty.
If you're the real Amadeus Cho, tell me about Tony stark's latest invention.
Duhr, proprietary nano-tech alloy, which I just know he's utilizing in his latest armor.
- I think I have the specs in my pocket.
- Uh, you had me at "nano-tech alloy.
" Zola's back, huh? Can't believe Fury never found out about my part in that.
Probably 'cause he was too busy yelling at you, right? I was covering for you.
Told Fury I activated Zola so you wouldn't get kicked out of school.
What? No way.
It's truth.
Your actions caused the spider to be punished.
I I didn't know.
I'm sorry.
- Thanks, Spidey.
- Forget about it.
Right now we need the algorithm you used to track Zola's location.
Calling it up now.
Where are we looking? Must be a hidden panel, a button, or an electric eye.
Some sort of secret door.
It's just a matter of finding Big hole in the wall.
Thanks.
And you guys didn't believe me.
I'm lucky I got out.
Man, if Zola got Fury, he can get anyone.
Amadeus, can you trace him? His signal is coming from a room on the far side of the Triskelion.
Guys, those are not our friends, they're synthezoids.
Don't stop.
Hyah! Get back.
Sorry, Synthos, it's goo time.
Where are we going, Amadeus? Zola's signal is in the northwest corner of the Triske Iron Spider! I owe you one, Spidey.
Go! Amadeus, no! He bought us a second chance to get Zola.
Not gonna waste it.
They're everywhere.
Down this way, then Huh? Danny? Hyah! Hyah! Keep going.
I trust you! I won't let you down.
Oh! Yah! Whoa! The last thing I need.
More copycats.
Whoa! Hey! Friendlies here.
Sorry we didn't believe you before, Spidey, but we do now.
We came down to the security center to get help.
There is no help.
We may be the only people left on the Triskelion who aren't synthezoids.
Knew it was only a matter of time before this place fell apart.
Whoa.
What if Rhino's one of them? How do we know we can trust him? Huh, yeah? Well, I don't trust you, Flash.
I've never trusted you.
See? He is one of them.
Settle down.
Until we have reason not to, we have to trust each other.
Tiger's right.
Safe to assume you have a plan? Yeah.
Find Zola, pull his plug.
Yep, this is the place.
Zola's genetic goo, a genetic compiler, a 3-D printer.
And we're gonna break it.
Your feeble efforts will have no effect on my progress or my plan.
I got your feeble efforts right here.
Hah.
It worked.
What? No, it did not.
That is the opposite of "it worked.
" Huh? They're twisted Abominable And beautiful.
Beautiful? Maybe if you're a monster.
I take it back! Okay.
Evil Synthezoid mash-ups of our best friends.
Work together, we can take 'em.
Huh? Get off of me! You are going down! Hah! Hah! Yah! Comin' through! That's a foul.
That means I get a free kick.
Let go you freaky, man cat thing.
The final pocket of resistance.
Soon to end, wunderbar.
Tiger, look out! - Hyah! - Whoa! Whoa! Tiger, what is wrong with you? Ee-yah! She's a Synthezoid! Tiger, how long have you I guess it doesn't matter right now.
Who can you trust, Spider-Man? Not even your best friends.
- We need to regroup.
- Cloak, get us out of here.
Dude, this is near where we just were.
You couldn't get us any further than that? My head's still fuzzy from getting punched.
Lucky I got us this far.
It looks bad.
But we'll be okay if we stick together and watch each other's backs.
Trust me.
You heard Zola.
We can't trust anyone right now.
Especially certain People.
Uh-oh.
Oh, yeah? I got a trust exercise for ya! It makes sense.
He could be a Synthezoid, just like White Tiger.
"Breaking" the printer just in time for it to make those things.
- Take that back.
- You wanna fight? No! I believe in Rhino.
He fought with us back there.
I'm gonna be honest.
I'm not feeling it.
Well, you'd better start feeling it.
We're everyone's last hope, and we're all we have to go on.
Now are you in or out? I'll follow you anywhere, bro.
We find Zola, we find our friends.
Oh, right.
They're in the way.
There! I'm calling a tactical let's-get-outta-here.
What's the plan? The training room, go! Spread out.
Rhino will spread them out! Hold on, Rhino.
I got ya.
I'll hold 'em.
You two get to the control booth.
And then what? Turn it on.
We're used to the practice, and it kicks our butts.
Imagine what it'll do to them.
Which one do we? Oh, heck with it.
Whoa! Look out! Dagger, hold on! I'll get you out of there.
Cloak! Dagger! We have to save her.
Cloak, we will save Dagger, but first, I need you to get all the synthezoids into the middle of the room.
Rhino, Venom, bring down that wall.
Let's make some pancakes.
Cloak! I got ya, bud.
Cloak, your psychic link with Dagger, can you find her? I'm too weak to teleport us there.
But I know where they took Dagger Where they took all of them.
The Tri-Carrier.
No.
We're too late.
Indeed, Spider-Man.
Tell me, how does it feel? How does it feel to fail your teammates, your teachers, your friends? I may not have you four, but I have the others.
Give them back, Zola.
I will soon become the most powerful being on the planet.
S.
H.
I.
E.
L.
D.
was the only force that could stop me.
Now S.
H.
I.
E.
L.
D.
is merely another one of my pawns.
We'll stop you, Zola, if it's the last thing we ever do.
Hah.
You have already done the last thing you will ever do.
No.
The Triskelion's gone, and the bad guy holds all the cards.
But what I said before about trusting each other? Our friends put their trust in us.
And I trust each and every one of you.
What do we do now? Now we take the fight back to Zola.
Of all my favorite places in the world, this is easily in the top 97.
Wait.
What am I even doing here? Spider-Man? Where is your homework assignment? My report? I didn't prepare my report.
I forgot! That's not all you forgot.
Huh? Spidey sense.
Tingling? Oh, man.
Just an anxiety dream.
Of all the spiders in town, he's the web-headedest! That shouldn't be there! Of course it shouldn't, you no-account knothead! But what's worse is, that menace Spider-Man is roaming the streets! And nobody's doing anything about it! Spidey sense tingling! Whoa! Now for some reason I'm dreaming about Arnim Zola's assimilation tubes.
Only one sure way of waking yourself up from a dream.
Ow.
And still here.
Huh? Ugh.
Ech.
Okay, I'm not asleep.
Ew! And there's goop! So maybe not a dream, but definitely a nightmare.
My Spidey sense wakes me up from dream into dream, and this is real? Okay, Spidey, this is no time to panic.
Oh, the heck with it.
This is a perfect time to panic! I don't know where I am, but Gotta get out of here and back to My dorm? Seriously? Pretty sure my closet didn't have Arnim Zola's tube the last time I checked.
Who needs to hear about this? Silly question.
Everybody needs to hear about this.
Guys! Guys! You're not gonna believe this.
You know, some of us actually go to our classes.
I wasn't skipping class, White Tiger.
I was in this giant test tube Filled with green goo, in my, um, closet.
- Are you feeling well, spider? - You think I made it up, Iron Fist? You seem out of sorts.
I don't need a new brain if that's what you're asking.
I'm fine.
I know it's hard to believe, but you just gotta see it.
Come on.
See? Heh.
Freaky, right? What's really freaky is you've never heard of a washing machine.
A what-now machine? No, there was a tube.
And goo.
Lots of goo.
Trust me.
I was dreaming.
Then my spider-sense woke me up.
And then it did it again and again.
And then Spidey, you are definitely not getting enough sleep.
Maybe you're still dreaming now.
Or maybe I'm dreaming all this.
Oh, whoa, I'm freakin' myself out now.
You think I'm seeing things? - No.
- No way.
- Maybe a little bit.
- No.
- No, no, no.
- Yes.
Hey, with as much crazy stuff lately that you've been in You'd be nuts if you didn't go a little loopy.
Fine.
Then don't believe me.
Whatever.
I don't care.
You believe me, right? I believe that you believe.
What the eye sees is not as important as what the mind believes it sees.
Also, you probably should get more sleep.
Maybe they're right.
Maybe I'm losing my Huh? Spidey sense.
Okay, now my Spidey sense is imagining things.
Must have been asleep.
Aah! A Synthezoid? Here? Hiding in my dirty laundry? Ew.
One of Arnim Zola's artificial soldiers.
Correction.
A stronger and faster version of Arnim Zola's artificial soldiers.
Slow your roll, gummy.
Aw, somebody's acting tired and cranky.
You know what you need? You need a nap.
Whew, hate those things.
So who's Arnim Zola? An old school evil Hydra scientist who downloaded his mind into a computer, like, 70 years ago.
Iron Spider mistakenly set him loose, and we shut him down.
Or so we thought.
The good news, I'm not nuts.
Bad news Everything else.
Gotta find someone who'll believe me.
Starting with the man at the top.
Aren't you supposed to be in class? Something came up.
Like a goo-filled tube that I had to kick my way out of and a Synthezoid that came out of nowhere and attacked me.
What's left of it is in the dorm.
Come on, you gotta believe me.
A tubey thing.
Arnim Zola's goopy guy.
Nobody believes me.
Doesn't take a genius to see you've been pushing yourself too hard.
You're obviously exhausted.
Well, I am a little tired.
Miss enough sleep and you could hallucinate.
Waking dreams that can affect your whole psyche.
You think I'm going crazy.
Wait.
Is this some kind of psychological S.
H.
I.
E.
L.
D.
test? You want to see how I deal when I think I'm losing it? Let me show you something.
Uh, I don't remember seeing this room on the campus tour.
That's because it doesn't exist.
Right now, you're dreaming inside a S.
H.
I.
E.
L.
D.
psy-ops test.
I knew it.
I hate tests.
We're monitoring you.
And to pass this test, you gotta get back in the assimilation tube, so our techs can bring you out of your induced coma safely.
So you're saying I'm asleep? And this is all a dream? I could order you into the tube, but that would defeat the point of the test.
So I'm asking you, as your boss, your mentor, and yes, as your friend.
Hard to argue with that.
Wait As my friend? Nick Fury would never say that.
And how did I not notice your eye patch is on the wrong eye? Sorry about this Nick.
No way.
Nick Fury, a Synthezoid? But when? And how? How? Oh, Spider-Man, mein young friend.
You lack imagination.
Arnim Zola, everyone's least favorite T.
V.
rerun.
As you can see, I have returned.
- And you will never leave.
- We'll see about that Zola.
I'm not scared of you, Arnim Zola! Then you're not as intelligent as I was led to believe.
You may have momentarily evaded me, but it's only a matter of time before I control you along with every agent of S.
H.
I.
E.
L.
D.
.
Every agent? - What have you done with Nick Fury? - Fury? Safe and sound in one of my assimilation tubes, where you should be.
Where you will be.
If I had a universal remote, I'd so be hitting the mute button right now.
He's behind me, isn't he? Many Triskelion agents have been replaced already by synthezoids.
I'll put an end to that.
By the time the others discover my plan, it will be too late.
Everything looks normal, or as normal as it gets here.
Gotta figure out who Zola's replaced already.
Gonna need some help.
Hey.
Guys.
Arnim Zola is back.
He's kidnapped Nick Fury and replaced him with Uh, with Synthezoids? Don't struggle.
It will only make things worse.
You can join us serving the master.
You'll be one of us.
One of us.
One of us.
Ooh.
Tempting offer, but no thanks.
Syntho-squirrels? Zola's thought of everything.
But he didn't think of this.
Don't go anywhere, you doppelgoobers.
Whoa! What was that for? Arnim Zola's back, and he's replaced people with Synthezoid doppelgangers.
So you better say something only Danny and Amadeus would know.
Trust is like the blowing breeze.
It defies sight.
Okay, okay, fine.
Only the real Danny could be so Iron Fisty.
If you're the real Amadeus Cho, tell me about Tony stark's latest invention.
Duhr, proprietary nano-tech alloy, which I just know he's utilizing in his latest armor.
- I think I have the specs in my pocket.
- Uh, you had me at "nano-tech alloy.
" Zola's back, huh? Can't believe Fury never found out about my part in that.
Probably 'cause he was too busy yelling at you, right? I was covering for you.
Told Fury I activated Zola so you wouldn't get kicked out of school.
What? No way.
It's truth.
Your actions caused the spider to be punished.
I I didn't know.
I'm sorry.
- Thanks, Spidey.
- Forget about it.
Right now we need the algorithm you used to track Zola's location.
Calling it up now.
Where are we looking? Must be a hidden panel, a button, or an electric eye.
Some sort of secret door.
It's just a matter of finding Big hole in the wall.
Thanks.
And you guys didn't believe me.
I'm lucky I got out.
Man, if Zola got Fury, he can get anyone.
Amadeus, can you trace him? His signal is coming from a room on the far side of the Triskelion.
Guys, those are not our friends, they're synthezoids.
Don't stop.
Hyah! Get back.
Sorry, Synthos, it's goo time.
Where are we going, Amadeus? Zola's signal is in the northwest corner of the Triske Iron Spider! I owe you one, Spidey.
Go! Amadeus, no! He bought us a second chance to get Zola.
Not gonna waste it.
They're everywhere.
Down this way, then Huh? Danny? Hyah! Hyah! Keep going.
I trust you! I won't let you down.
Oh! Yah! Whoa! The last thing I need.
More copycats.
Whoa! Hey! Friendlies here.
Sorry we didn't believe you before, Spidey, but we do now.
We came down to the security center to get help.
There is no help.
We may be the only people left on the Triskelion who aren't synthezoids.
Knew it was only a matter of time before this place fell apart.
Whoa.
What if Rhino's one of them? How do we know we can trust him? Huh, yeah? Well, I don't trust you, Flash.
I've never trusted you.
See? He is one of them.
Settle down.
Until we have reason not to, we have to trust each other.
Tiger's right.
Safe to assume you have a plan? Yeah.
Find Zola, pull his plug.
Yep, this is the place.
Zola's genetic goo, a genetic compiler, a 3-D printer.
And we're gonna break it.
Your feeble efforts will have no effect on my progress or my plan.
I got your feeble efforts right here.
Hah.
It worked.
What? No, it did not.
That is the opposite of "it worked.
" Huh? They're twisted Abominable And beautiful.
Beautiful? Maybe if you're a monster.
I take it back! Okay.
Evil Synthezoid mash-ups of our best friends.
Work together, we can take 'em.
Huh? Get off of me! You are going down! Hah! Hah! Yah! Comin' through! That's a foul.
That means I get a free kick.
Let go you freaky, man cat thing.
The final pocket of resistance.
Soon to end, wunderbar.
Tiger, look out! - Hyah! - Whoa! Whoa! Tiger, what is wrong with you? Ee-yah! She's a Synthezoid! Tiger, how long have you I guess it doesn't matter right now.
Who can you trust, Spider-Man? Not even your best friends.
- We need to regroup.
- Cloak, get us out of here.
Dude, this is near where we just were.
You couldn't get us any further than that? My head's still fuzzy from getting punched.
Lucky I got us this far.
It looks bad.
But we'll be okay if we stick together and watch each other's backs.
Trust me.
You heard Zola.
We can't trust anyone right now.
Especially certain People.
Uh-oh.
Oh, yeah? I got a trust exercise for ya! It makes sense.
He could be a Synthezoid, just like White Tiger.
"Breaking" the printer just in time for it to make those things.
- Take that back.
- You wanna fight? No! I believe in Rhino.
He fought with us back there.
I'm gonna be honest.
I'm not feeling it.
Well, you'd better start feeling it.
We're everyone's last hope, and we're all we have to go on.
Now are you in or out? I'll follow you anywhere, bro.
We find Zola, we find our friends.
Oh, right.
They're in the way.
There! I'm calling a tactical let's-get-outta-here.
What's the plan? The training room, go! Spread out.
Rhino will spread them out! Hold on, Rhino.
I got ya.
I'll hold 'em.
You two get to the control booth.
And then what? Turn it on.
We're used to the practice, and it kicks our butts.
Imagine what it'll do to them.
Which one do we? Oh, heck with it.
Whoa! Look out! Dagger, hold on! I'll get you out of there.
Cloak! Dagger! We have to save her.
Cloak, we will save Dagger, but first, I need you to get all the synthezoids into the middle of the room.
Rhino, Venom, bring down that wall.
Let's make some pancakes.
Cloak! I got ya, bud.
Cloak, your psychic link with Dagger, can you find her? I'm too weak to teleport us there.
But I know where they took Dagger Where they took all of them.
The Tri-Carrier.
No.
We're too late.
Indeed, Spider-Man.
Tell me, how does it feel? How does it feel to fail your teammates, your teachers, your friends? I may not have you four, but I have the others.
Give them back, Zola.
I will soon become the most powerful being on the planet.
S.
H.
I.
E.
L.
D.
was the only force that could stop me.
Now S.
H.
I.
E.
L.
D.
is merely another one of my pawns.
We'll stop you, Zola, if it's the last thing we ever do.
Hah.
You have already done the last thing you will ever do.
No.
The Triskelion's gone, and the bad guy holds all the cards.
But what I said before about trusting each other? Our friends put their trust in us.
And I trust each and every one of you.
What do we do now? Now we take the fight back to Zola.