Ultimate Spider-Man (2011) s03e22 Episode Script
The Revenge of Arnim Zola
I know you're wondering What happened to Spidey's perfectly good S.
H.
I.
E.
L.
D.
Academy? Two words: Arnim Zola.
He's an old school Hydra bad guy and angry TV on legs.
He captured and replaced everyone at S.
H.
I.
E.
L.
D.
with Synthezoid duplicates.
Then he blew up the Academy with the S.
H.
I.
E.
L.
D.
Tri-Carrier which he's also using to imprison our friends and currently escape in.
Cloak, think you can teleport us that far? Zola thinks this is over, but he's wrong.
[Venom.]
Where is everybody? School has come to an end.
The same for your friends and teachers, and soon, the same for you.
[Venom.]
Give us our friends back, Zola, and we won't, um, change your channel! Venom, can you let me handle this? I've got the whole witty banter thing down.
Thanks.
I won't give you your friends back.
But I will give you something to play with.
I quite liked the Synthezoid duplicates, so I created some new ones.
[Spider-Man.]
Oh great, the Juggernaut and Doc Ock mashed-up into one convenient, terrifying package.
You remember Scorpion and Whirlwind? I found them in the S.
H.
I.
E.
L.
D.
brig.
You will find my new hybrid far deadlier.
Synthezoids, attack! Here we go! Pair off and pound 'em back into goo! All that spinning, just watching it makes me wanna hurl.
Hey, don't point that thing at me! That's just rude! I tried bold, tried decisive, and now I got nothing.
Aww, I hate that.
Whoa! Now this is awkward! I gotcha right by the ahh! [Grunts.]
Tail.
[Growls.]
I got this, Rhino! Move aside, goofball! Come on, you need some serious combat skills, bro! - Shut your mouth, jock strap.
- Still hanging onto the past, geek? Don't call me that Ever! Huh? Batter up, Whirl-Scorpy! Strike And I'm out.
Let's 'port your ugly butt out of here! Cloak! That's right handsome! This way.
Na-uh, too slow! First, set the pod to self-destruct.
Then, buh-bye! [Venom.]
Dudes, fighting synthezoids is so cool! You can blow 'em up video game style! - You're such an annoying punk.
- Whatever, Rhinosco-nerd.
- At least I'm a team player.
- Always the same.
Still just a bully! Whoa, easy guys! The only way we're gonna stop Zola is by working together! Come on, hug it out.
What's it matter? The Academy is toast! We can still save the students and staff! We got a lot of rescuing to do, so get it together both of you! Cool? Uh-oh.
You are not easy to surprise, Spider-Man.
Your spider sense is most infuriating.
I'm really starting to hate this guy! [Spider-Man.]
You're only now starting to? Move it guys! See? We make a pretty good team when you two aren't yapping at each other like squeaky little dogs.
I'm heading to the reactor room.
Ten bucks says Zola's there, sucking down all the power.
He's gotta be here somewhere.
Spidey sense going crazy.
It's gotta be You're wasting your time, arachnid.
While you've been distracted, I've been putting the finishing touches on a plan I began months ago.
Ooh, you're getting all the movie channels! Don't you know stealing cable is illegal! Whoa, easy big screen! [Groans.]
Over here, Arnie! Don't be shy! Gotta disconnect the generators.
Cut Zola's power.
[Venom.]
One side, horn-head.
Outta my way, shrimp! Heh, feels so good to say that! Nobody slams Agent Venom! Try to stay out of my way, you big dumb animal.
Those two need some serious therapy.
I'll play head-shrinker after I take down Zola.
[Spider-Man.]
Lemme go.
These generators produce 100 million kilowatt hours per day.
I'm curious to see how quickly you are vaporized.
[Spider-Man.]
If I tell you the answer, can we skip the experiment? Guys, could use a little help here! Guys?! Spidey! So much for a little help! [Spider-Man.]
I don't want your electricity.
Here, you can have it! Thanks for the assist, guys! Arnim Zola's got our friends and teachers, and all you can do is argue?! Sorry, bro.
It's my fault.
We're with ya, Spidey.
Zola's down.
Now c'mon.
We gotta move.
- Spider-Man, mein young friend! - Ugh! Seriously, again?! Do you have infinite lives? Is this one of those up-up-down-down-left-right There is no stopping Arnim Zola, not in today's wireless world.
My consciousness can be transported to any computer within range, and that is merely the beginning.
- [Spider-Man.]
Oh no! - Your friends and teachers.
I've not only begun absorbing their thoughts, their memories, their very lives.
Let 'em go, Zola! Do not grieve.
They will all live on forever through Arnim Zola! I don't know what that means, but you're really creeping me out.
Yo, Spidey, you got the witty banter down.
What ya got? Sorry, out of quips.
Brain Screaming with terror.
Ok, now I've had it! Rhino? [Venom.]
You think you're all big, but you ain't nothing! Now I'm gonna rip you into a million little pieces of nothing! [Laughs.]
Nice trick, Zola.
I'm sure Venom will return the favor when he wakes up eventually.
You know what they say on the TV, the bigger they are, the harder they [Screams.]
slam little guys into the ground.
Light daggers? Wait a sec, now it all makes sense! He's stealing their powers! They belong to me now.
Observe.
The power of Iron Fist observe the power of Horn! Ow.
Am I supposed to be impressed now, Zola? Because I'm not.
I am all-powerful.
I needed only a suitable form.
A superior body to match my superior mind.
Captain America still would've beaten ya! The Captain was a fool, but still wiser than the likes of you.
Oh no, not the tubes! Rhino! Venom! No! To conquer the world, I needed S.
H.
I.
E.
L.
D.
neutralized.
But I saw much potential in the Academy.
Then I discovered how to absorb their powers.
Now I control S.
H.
I.
E.
L.
D.
.
And all its power.
I control the world! Yeah, the world will just quake beneath your giant TV face.
No one's gonna take you seriously, Zola! - I grow weary of your mockery.
- Really? I find it kind of charming.
Ha! I have thought of every strategy you might try, Spider-Man.
I don't think so.
Hurry.
Faster.
Faster.
Oh no! I agree with you about my appearance, Spider-Man.
I have the intelligence, the weapons, the power, but it is not enough.
- I still need a body.
- A what? A human form with special qualities I will use, to rule mankind! Hey, whatever you say.
Could you just stop squeezing me so hard? Synthezoids can only exist a few months before melting away.
But you possess an adequate form.
Young, powerful, and just smart enough to hold Zola's immense mind.
Thanks Arnie, but you don't want my body.
It hasn't been washed properly in weeks! Hey, I don't even have a TV in my chest! Whoa, leggo! [Screams.]
What? Where am I? You are in my realm.
Linked to my mind.
A virtual world of my own ingenious design.
Here, Arnim Zola is supreme.
I hate first-person mind games.
This is no game, Spider-Man.
Oh, I get it.
Virtual world.
So this is how you picture yourself, eh? You still look like a total creep.
A total creep who hits like a truck! And who's coming to hit me again! Catch me if you can! Virtual world or not, you're going down! You're a fool, Spider-Man! Why struggle? I've destroyed everything you had.
Your school is a smoking crater.
So what? Things get broken all the time.
So we rebuild! That's your problem, Zola.
You forgot what it's like to be human! Soon I will never have that problem again! What's happening? We are switching bodies.
You will stay in my old body, a prisoner.
[Arnim zola.]
With your body as mine, I will be unstoppable! Invincible! [Spider-Man groaning.]
Have to F-fight.
Focus [groans.]
[Arnim zola.]
It's almost over now, Spider-Man.
You okay, Alex? Just all slimy and disgusting.
[Venom.]
I think Zola's got Spidey in there! It's up to us now, bro.
Can't let Spidey down this time.
Then let's get him outta there! Why isn't Boob-tube fighting back? Let's wake him up! One horn-ball special coming up! [grunts.]
[roars.]
Hang in there, Spidey.
I've got you.
Spidey! No.
No.
[Groans.]
Huh? Someone is interfering with the transfer.
Patience, Spider-Man.
I'll have your body and your powers yet! No! So, if I'm stuck inside Zola, and he's plugged into my friends, maybe we can make this multi-player.
Anybody out there? Can you hear me? Dude, stop doing that! He can't stand up! Gotta try something! You're not doing anything.
Wakey-wakey! Give me back Spider-Man, now.
I don't know what's going on out there, but I could really use my team.
[Nova.]
Spidey, he's absorbing us too, but you can fight him! Take our powers! Thanks, guys.
I won't let you down.
Ooh, tingly.
[Venom.]
Spidey, bro, if you're pretending to sleep, now is not a good time! Spidey! Huh? I got ya, Spidey! Now I turn you off, for good.
What? What is this? [Spider-Man.]
This regularly scheduled supervillain cannot be seen at this time, so we can bring you this special report.
Spidey! You're alive! Barely.
Zola has my mind trapped in here so he can take over my body.
But you did good! Not good enough! [Together.]
What? Now to complete the process.
There's nowhere to hide in my realm, Spider-Man.
You don't really think you can win? [Spider-Man.]
Yes, I can! With my friends powers! White Tiger! Ki-yah! Iron Fist! - Thank you, Power Man! - How is this possible?! Go-go Nova blast! Maybe the power of the mind is way stronger than you thought.
You like that, Zola? I'm beating you at your own game! And I'm not even using cheat codes! [Arnim Zola screams.]
Hey, Zola! I just whomped you from inside your own mind.
Hah, in your giant face! [Rumbling.]
Uh-oh.
Spidey! Spidey? Is it too late? [Roars.]
Huh? [Together.]
Yeah! Is this the afterlife, or are you two actually getting along? Oh man! So glad you're not brain-fried.
Poor little guy, I was all worried 'cause I thought we lost ya for a minute there.
Brain-fried? No.
Brain-squished? Yes.
I'm glad you guys are finally acting like Web Warriors.
Now let's free our friends and blow this pop.
[Arnim Zola laughs.]
- A wireless world, remember? - Zola! As long as there are computers close by, Arnim Zola still exists.
If computers give you power, then computers can take it away! Knock, knock, Iron Spider! Sorry, Amadeus, need to borrow the suit.
Armor, trigger EMP spider stinger on my Mark! You fools, what have you done? Looks like the electromagnetic pulse wiped out anything Zola could hide in.
Man, I am smart.
[Venom.]
Dudes, check it out.
No! I had the world at my fingertips! Oh man, Zola, you have no idea how long I've wanted to do this.
You will live to regret this day, Spider-Man Ha-ha, you just got cancelled! You get it? [Groans.]
Cause he's a TV.
Took long enough, but the Triskelion looks better than ever.
There was some discussion whether or not to rebuild the school at all, as you teenagers tend to wreck everything.
I'm actually hurt by that comment.
Besides, a school isn't the building.
It's the people inside.
It's a work in progress, but yeah, totally worth it.
H.
I.
E.
L.
D.
Academy? Two words: Arnim Zola.
He's an old school Hydra bad guy and angry TV on legs.
He captured and replaced everyone at S.
H.
I.
E.
L.
D.
with Synthezoid duplicates.
Then he blew up the Academy with the S.
H.
I.
E.
L.
D.
Tri-Carrier which he's also using to imprison our friends and currently escape in.
Cloak, think you can teleport us that far? Zola thinks this is over, but he's wrong.
[Venom.]
Where is everybody? School has come to an end.
The same for your friends and teachers, and soon, the same for you.
[Venom.]
Give us our friends back, Zola, and we won't, um, change your channel! Venom, can you let me handle this? I've got the whole witty banter thing down.
Thanks.
I won't give you your friends back.
But I will give you something to play with.
I quite liked the Synthezoid duplicates, so I created some new ones.
[Spider-Man.]
Oh great, the Juggernaut and Doc Ock mashed-up into one convenient, terrifying package.
You remember Scorpion and Whirlwind? I found them in the S.
H.
I.
E.
L.
D.
brig.
You will find my new hybrid far deadlier.
Synthezoids, attack! Here we go! Pair off and pound 'em back into goo! All that spinning, just watching it makes me wanna hurl.
Hey, don't point that thing at me! That's just rude! I tried bold, tried decisive, and now I got nothing.
Aww, I hate that.
Whoa! Now this is awkward! I gotcha right by the ahh! [Grunts.]
Tail.
[Growls.]
I got this, Rhino! Move aside, goofball! Come on, you need some serious combat skills, bro! - Shut your mouth, jock strap.
- Still hanging onto the past, geek? Don't call me that Ever! Huh? Batter up, Whirl-Scorpy! Strike And I'm out.
Let's 'port your ugly butt out of here! Cloak! That's right handsome! This way.
Na-uh, too slow! First, set the pod to self-destruct.
Then, buh-bye! [Venom.]
Dudes, fighting synthezoids is so cool! You can blow 'em up video game style! - You're such an annoying punk.
- Whatever, Rhinosco-nerd.
- At least I'm a team player.
- Always the same.
Still just a bully! Whoa, easy guys! The only way we're gonna stop Zola is by working together! Come on, hug it out.
What's it matter? The Academy is toast! We can still save the students and staff! We got a lot of rescuing to do, so get it together both of you! Cool? Uh-oh.
You are not easy to surprise, Spider-Man.
Your spider sense is most infuriating.
I'm really starting to hate this guy! [Spider-Man.]
You're only now starting to? Move it guys! See? We make a pretty good team when you two aren't yapping at each other like squeaky little dogs.
I'm heading to the reactor room.
Ten bucks says Zola's there, sucking down all the power.
He's gotta be here somewhere.
Spidey sense going crazy.
It's gotta be You're wasting your time, arachnid.
While you've been distracted, I've been putting the finishing touches on a plan I began months ago.
Ooh, you're getting all the movie channels! Don't you know stealing cable is illegal! Whoa, easy big screen! [Groans.]
Over here, Arnie! Don't be shy! Gotta disconnect the generators.
Cut Zola's power.
[Venom.]
One side, horn-head.
Outta my way, shrimp! Heh, feels so good to say that! Nobody slams Agent Venom! Try to stay out of my way, you big dumb animal.
Those two need some serious therapy.
I'll play head-shrinker after I take down Zola.
[Spider-Man.]
Lemme go.
These generators produce 100 million kilowatt hours per day.
I'm curious to see how quickly you are vaporized.
[Spider-Man.]
If I tell you the answer, can we skip the experiment? Guys, could use a little help here! Guys?! Spidey! So much for a little help! [Spider-Man.]
I don't want your electricity.
Here, you can have it! Thanks for the assist, guys! Arnim Zola's got our friends and teachers, and all you can do is argue?! Sorry, bro.
It's my fault.
We're with ya, Spidey.
Zola's down.
Now c'mon.
We gotta move.
- Spider-Man, mein young friend! - Ugh! Seriously, again?! Do you have infinite lives? Is this one of those up-up-down-down-left-right There is no stopping Arnim Zola, not in today's wireless world.
My consciousness can be transported to any computer within range, and that is merely the beginning.
- [Spider-Man.]
Oh no! - Your friends and teachers.
I've not only begun absorbing their thoughts, their memories, their very lives.
Let 'em go, Zola! Do not grieve.
They will all live on forever through Arnim Zola! I don't know what that means, but you're really creeping me out.
Yo, Spidey, you got the witty banter down.
What ya got? Sorry, out of quips.
Brain Screaming with terror.
Ok, now I've had it! Rhino? [Venom.]
You think you're all big, but you ain't nothing! Now I'm gonna rip you into a million little pieces of nothing! [Laughs.]
Nice trick, Zola.
I'm sure Venom will return the favor when he wakes up eventually.
You know what they say on the TV, the bigger they are, the harder they [Screams.]
slam little guys into the ground.
Light daggers? Wait a sec, now it all makes sense! He's stealing their powers! They belong to me now.
Observe.
The power of Iron Fist observe the power of Horn! Ow.
Am I supposed to be impressed now, Zola? Because I'm not.
I am all-powerful.
I needed only a suitable form.
A superior body to match my superior mind.
Captain America still would've beaten ya! The Captain was a fool, but still wiser than the likes of you.
Oh no, not the tubes! Rhino! Venom! No! To conquer the world, I needed S.
H.
I.
E.
L.
D.
neutralized.
But I saw much potential in the Academy.
Then I discovered how to absorb their powers.
Now I control S.
H.
I.
E.
L.
D.
.
And all its power.
I control the world! Yeah, the world will just quake beneath your giant TV face.
No one's gonna take you seriously, Zola! - I grow weary of your mockery.
- Really? I find it kind of charming.
Ha! I have thought of every strategy you might try, Spider-Man.
I don't think so.
Hurry.
Faster.
Faster.
Oh no! I agree with you about my appearance, Spider-Man.
I have the intelligence, the weapons, the power, but it is not enough.
- I still need a body.
- A what? A human form with special qualities I will use, to rule mankind! Hey, whatever you say.
Could you just stop squeezing me so hard? Synthezoids can only exist a few months before melting away.
But you possess an adequate form.
Young, powerful, and just smart enough to hold Zola's immense mind.
Thanks Arnie, but you don't want my body.
It hasn't been washed properly in weeks! Hey, I don't even have a TV in my chest! Whoa, leggo! [Screams.]
What? Where am I? You are in my realm.
Linked to my mind.
A virtual world of my own ingenious design.
Here, Arnim Zola is supreme.
I hate first-person mind games.
This is no game, Spider-Man.
Oh, I get it.
Virtual world.
So this is how you picture yourself, eh? You still look like a total creep.
A total creep who hits like a truck! And who's coming to hit me again! Catch me if you can! Virtual world or not, you're going down! You're a fool, Spider-Man! Why struggle? I've destroyed everything you had.
Your school is a smoking crater.
So what? Things get broken all the time.
So we rebuild! That's your problem, Zola.
You forgot what it's like to be human! Soon I will never have that problem again! What's happening? We are switching bodies.
You will stay in my old body, a prisoner.
[Arnim zola.]
With your body as mine, I will be unstoppable! Invincible! [Spider-Man groaning.]
Have to F-fight.
Focus [groans.]
[Arnim zola.]
It's almost over now, Spider-Man.
You okay, Alex? Just all slimy and disgusting.
[Venom.]
I think Zola's got Spidey in there! It's up to us now, bro.
Can't let Spidey down this time.
Then let's get him outta there! Why isn't Boob-tube fighting back? Let's wake him up! One horn-ball special coming up! [grunts.]
[roars.]
Hang in there, Spidey.
I've got you.
Spidey! No.
No.
[Groans.]
Huh? Someone is interfering with the transfer.
Patience, Spider-Man.
I'll have your body and your powers yet! No! So, if I'm stuck inside Zola, and he's plugged into my friends, maybe we can make this multi-player.
Anybody out there? Can you hear me? Dude, stop doing that! He can't stand up! Gotta try something! You're not doing anything.
Wakey-wakey! Give me back Spider-Man, now.
I don't know what's going on out there, but I could really use my team.
[Nova.]
Spidey, he's absorbing us too, but you can fight him! Take our powers! Thanks, guys.
I won't let you down.
Ooh, tingly.
[Venom.]
Spidey, bro, if you're pretending to sleep, now is not a good time! Spidey! Huh? I got ya, Spidey! Now I turn you off, for good.
What? What is this? [Spider-Man.]
This regularly scheduled supervillain cannot be seen at this time, so we can bring you this special report.
Spidey! You're alive! Barely.
Zola has my mind trapped in here so he can take over my body.
But you did good! Not good enough! [Together.]
What? Now to complete the process.
There's nowhere to hide in my realm, Spider-Man.
You don't really think you can win? [Spider-Man.]
Yes, I can! With my friends powers! White Tiger! Ki-yah! Iron Fist! - Thank you, Power Man! - How is this possible?! Go-go Nova blast! Maybe the power of the mind is way stronger than you thought.
You like that, Zola? I'm beating you at your own game! And I'm not even using cheat codes! [Arnim Zola screams.]
Hey, Zola! I just whomped you from inside your own mind.
Hah, in your giant face! [Rumbling.]
Uh-oh.
Spidey! Spidey? Is it too late? [Roars.]
Huh? [Together.]
Yeah! Is this the afterlife, or are you two actually getting along? Oh man! So glad you're not brain-fried.
Poor little guy, I was all worried 'cause I thought we lost ya for a minute there.
Brain-fried? No.
Brain-squished? Yes.
I'm glad you guys are finally acting like Web Warriors.
Now let's free our friends and blow this pop.
[Arnim Zola laughs.]
- A wireless world, remember? - Zola! As long as there are computers close by, Arnim Zola still exists.
If computers give you power, then computers can take it away! Knock, knock, Iron Spider! Sorry, Amadeus, need to borrow the suit.
Armor, trigger EMP spider stinger on my Mark! You fools, what have you done? Looks like the electromagnetic pulse wiped out anything Zola could hide in.
Man, I am smart.
[Venom.]
Dudes, check it out.
No! I had the world at my fingertips! Oh man, Zola, you have no idea how long I've wanted to do this.
You will live to regret this day, Spider-Man Ha-ha, you just got cancelled! You get it? [Groans.]
Cause he's a TV.
Took long enough, but the Triskelion looks better than ever.
There was some discussion whether or not to rebuild the school at all, as you teenagers tend to wreck everything.
I'm actually hurt by that comment.
Besides, a school isn't the building.
It's the people inside.
It's a work in progress, but yeah, totally worth it.