Marvel's Ultimate Spider-Man

I can't believe I'm leaving Midtown High for the very last time.

This place sure holds a lot of memories.

Some good...

Some not so good...

And some pretty great.

But good or bad, that's all in the past now.

'Cause today...

I transfer to my new school.

Feast your eyes on the latest and greatest

from our very own Nick Fury.

The Triskelion...

Code name for S.H.I.E.L.D. Academy.

Home and training ground for a young, new team of heroes.

And there they are.

- My new classmates. - All right, Spidey!

- Yeah! Way to go! - Thank you, thank you.

- You're too kind. - Spider-Man!

Are you gonna stand there all day or join the campus tour?

Sir, yes, Director Fury, sir!

Let's go.

Just some of our guest lecturers and instructors.

Yeah. You know, I was an avenger.

Briefly.

And if you're done talking about the past, Spider-Man,

it's time to see your future home.

These are the dormitories,

your living quarters, and workspace.

Designed for the most serious and intensive of studies.

Awesome!

Sweet Christmas!

I call top bunk!

Too slow.

Move it, people.

Iron Spider.

This ain't recess. You're already late for your first class.

Question.

Couldn't help but notice there are no desks

and no books and no...

This isn't your typical high school, Cho.

And this isn't your typical classroom.

However, we will begin with a pop quiz.

Uh, I totally didn't study for this.

Welcome to S.H.I.E.L.D. Academy.

Oh, don't say it. don't say it.

Hope you survive the experience.

Aw, you said it.

Cadets, scatter!

Lesson number one...

Learn to avoid exploding bowling balls.

Looks like Squirrel Girl's a quick study, too.

All right, S.H.I.E.L.D. academics,

let's school these drones.

I haven't always gotten along with Nova and Iron Spider,

but they make an awesome tag team.

Of course, Power Man and iron fist have been training together so long,

they're a well-oiled machine.

Kazar and Dagger...

City girl conjures her own weapons of light

while jungle boy sharpens his with dinosaur teeth.

White Tiger and Zabu...

Bringing the pure feline Fury.

Hah!

Agent Venom...

AKA Flash Thompson.

He'd freak if he knew Peter Parker,

the wimpy science geek he bullied in school, was actually yours truly...

Spider-Man.

And now it's all up to Cloak and his teleportation powers

to end this pop quiz with a bang.

Not bad for your first day.

You will challenged at every waking

and non-waking moment at S.H.I.E.L.D. Academy.

So always be alert.

You heard the man. If we're gonna be the next generation of avengers,

then this is what it's going to take.

I'm your instructor, Mr. Frank.

But you may remember me as the golden age hero known as the Whizzer.

Oh! Whizzer 'cause you're fast.

I was think...

- Whizzer. - Care to share your joke, wise guy?

Uh, no, sir. No.

Whizzer.

I'm no spring chicken.

But in my day, I put the Kibosh on more muscle-bound bad eggs

than you green horns can shake a stick at.

Now then, we begin our studies in "super villain analysis"

with Batroc, the leaper.

Oh, seriously?

Why do I even need to take this class? I've fought Batroc plenty of times.

And let's see how that turned out.

Here's an example of a combatant underestimating his opponent.

Huh?

Quit trying to hack my system, Spider-Dweeb.

Hey! I'm not hacking you.

As you can see, students,

there's no substitute for research and study in a successful hero career.

And knock off the texting.

I don't need to see it to know you're doin' it.

Lookin' sharp, Dagger.

Iron Fist! Namaste.

Oh, this is what it's like to be popular.

I could get used to this.

Bio analysis: Spider-Man. No hall pass necessary.

I've earned some respect as a S.H.I.E.L.D. agent. So they cut me some slack.

Being me has its privileges.

Huh?

What's Iron Spider doing out of class?

Hmm.

I'm thinking he doesn't have a hall pass.

What are you doing, Amadeus?

You know the archives are off-limits.

I'm trying to find the hacker who's messing with my system.

Some weird transmission keeps pinging my tech.

Signal's coming from right here.

You kidding?

That old tube couldn't pick up a black-and-white rerun.

Spider-Man, aren't you supposed to be in class?

Uh, just doing some independent research.

Be right there.

You heard Fury. We gotta go.

So begins another day in the life of S.H.I.E.L.D. Academy's star student.

First period... Advanced Agilty with Captain America.

Second period... Advanced bomb defusing.

Hope you're getting this all down...

'Cause there's a test tomorrow.

What?

Third period... Advanced showboating with Hawkeye

It never hurts to get on the teacher's good side.

Then again, it could really hurt.

- Aim higher! Higher! - Lower! Lower! Lower!

How'd I go from star student to star whipping boy in one day?

Spidey-sense wouldn't just go off for no reason.

Amadeus Cho is not in his bunk.

But I have a pretty good idea where to find him.

All right.

Whatever you are,

let's see what makes you tick.

Amadeus, don't touch!

That thing is locked up in here for... Wait. Who turned that on?

I live.

You talk?

There's definitely something wrong with this T.V.

Ah, this place...

Where am I?

You're in S.H.I.E.L.D. archives,

on an island off the coast of New York.

So now we're giving away secrets to the disembodied video head?

Interesting.

And you don't know who I am?

I don't know.

I am the living consciousness of none other than Dr. Arnim Zola!

This tech's from the dark ages.

There's no way to construct an A.I. With no Internet, no micro-processors,

no high-capacity memory.

Ah!

A fellow scientist.

The device on the shelf above...

Bring it to me.

It will answer all your questions...

And countless more you would not even think to ask.

Amadeus, no!

I just want to look.

It might interest you to know that I was a pioneer in the field of technopathy...

Or the short-range psycho-kinetic control of inanimate objects.

Not bad.

But can you change the channel on that ugly face of yours?

Clever.

As if the likes of you could stand up to Hydra!

Hydra? As in evil organization trying to take over the world, Hydra?

Aw, crud.

Boob tube here is a super-villain.

Neat trick. But you won't get control of my armor, so easily.

I've no need to control it.

I merely need to magnetize it.

Amadeus, get off me!

Before we're both crushed!

Amadeus! Can't you do something to de-magnetize your suit?

My systems are totally jammed.

Don't you have a manual override?

There's an access panel in my boot.

Which might be accessible if we weren't buried in scrap metal.