Original subtitles

I thought everyone in Manhattan getting spider powers was bad.

But everyone turning into spider-monsters?

That's just...

the "wurst."

Not so fast.

What's the beef, guys?

Looks like you need a time-out.

Oh, great.

Now this guy wants in on the action.

That'll hold you!

This isn't working, Pete.

At the speed this spider virus is spreading,

we can't just web these monsters up one at a time.

The city's gonna tear itself apart before we make it past Midtown.

Besides, everyone with these spider powers is evolving.

It's only a matter of time before you hit monster stage as well.

Uh, the second stage probably progresses at different rates for different people.

Guess I'm just lucky I'm a late bloomer.

Or that you're not Spider-Man.

As the first person with spider powers,

he was probably also the first to monster out.

I wonder which beast is him.

Who knows?

But my real question is, where's Miles?

At times like this, you want your friends and family close by.

Speaking of which...

I better check on Aunt May.

Maybe you should head back to Horizon.

See if you can help Anya find a cure for Gwen.

No way. I'm going with you.

I already lost track of my dad. I'm not losing you too.

Thanks, Harry.

No sign of monsters.

Maybe the outbreak hasn't reached Queens yet?

I hope you're right.

Nice try, but you spiders are no match for May Parker.

Oh, no! Aunt May!

Aunt May?

Uh-oh.

Peter? What's wrong, dear?

Are you okay? I-- I thought...

Never could reach that corner.

Been bothering me for years.

You have spider powers too?

Doesn't everyone?

Well, that's sort of the problem.

Oh, don't be such a worrywart.

The house hasn't been this spotless in decades.

Who knew this Spider-Man was having so much fun?

And I bet he keeps his room a lot tidier than you, Peter.

I wouldn't be so sure about that.

Listen, Aunt May, the problem is,

people are turning into these--

Aunt May?

Aunt May, you're turning into one of those...

monsters!

Aah!

Please, Aunt May!

I know I forget to take out the trash sometimes, but...

it's no reason for you to eat us!

How about we have some of your famous wheat cakes instead?

Uh-oh.

I'd even prefer Aunt May's steamed lima beans to this.

First, my dad, Gwen. Now Aunt May?

This monster thing is seriously hitting too close to home.

I hope Anya's having better luck finding a cure.

I just hope we can stay in one piece until she does. Look out.

Hey! Be careful, would you?

You think you're angry? Whoa! Aah!

Just wait until regular Aunt May hears about you trashing her good china.

Aah!

I got you, Pete!

Whoa!

Well, there goes the neighborhood.

That's right, Aunt May.

It's me, your Petey-poo.

Don't even.

What's going on?

Something I said?

Whatever it was, something sure got their attention...

Petey-poo.

Look. On my Spider-Tracker.

The monsters are all converging on one point.

We better find out where these guys are heading together,

and fast.

Hmm? Ugh!

You're an aggressive little virus, aren't you?

Voice mail again?

What the heck, Miles? Where are you? I'm starting to worry.

I'm still at Horizon, and we really could use your help with these equations.

Yeah, well, sorry,

but you're not exactly the best lab partner at the moment, Gwen.

But we are getting closer.

I've isolated the mutation in your bloodstream.

What's that? Enzymes? Yeah. That's actually a good idea.

If I increase the ratio to match your metabolic rate...

Whoa, girl!

Seriously? You just had to go all Hulk on my samples?

Gwen, you put that down!

That's my favorite spectrophotometer.

Uh-oh.

It's clear my infection is entering the monster phase.

Looks like I'll have to be my own test subject.

These guys sure are in a hurry.

I wonder where they're-- The Oscorp building!

First, Norman-Monster goes AWOL,

then the entire horde of spider-monsters marches to Oscorp?

- This can't be a coincidence. - No way, Pete, it has to be.

Think about it, Harry.

Norman was the Stealth Spider. He tried to poison the city.

Now he's found some way to control these monsters.

Okay, I-- I know you have issues with my...

Dad?

I hate to say I told you so, but...

dude, your dad is totally the Spider-King.

And I'm pretty sure he just ordered his army to attack us.

So I'm ordering us to get out of here.

- Aah! - Harry!

Webbing my web-shooter? So not cool!

You know, you guys could learn a thing or two from Spider-Man.

He would never throw me off a building.

You like to play it down to the wire, my friend.

- Anya? - Or should I say, "Down to the web"?

No hitchhikers.

Nice save, Anya.

I swore you'd be a monster by now.

I synthesized a serum in the nick of time.

It reversed my monster mutation.

But when Gwen escaped, she wrecked the remaining doses,

and any chance of testing it on her.

Fortunately, there was still some serum left in the injector

after I used it on myself.

Well, I know the perfect test subject, the Spider-King.

No! Harry, wait!

That's the only vial of cure we have.

Let's think this through!

What are you doing?

You said you'd help me save my dad, Pete.

Now I've got the chance, and you don't want me to take it?

Hey, enough! - Aah!

This isn't just about the Osborns anymore, Harry.

It's about the whole city. We need a plan.

I've got one! You said it yourself, Pete.

The way those monsters attacked us-- My dad can control them.

Hold up. You're saying Norman's the one in charge of the monster squad?

It looked like Norman was communicating with the monsters...

right before he sicced them on us.

If we reverse my dad's mutation, maybe I can talk some sense into him.

Get him to rein those monsters in until we can mass-produce Anya's cure.

That's a big "maybe."

Plus, there's no way of knowing if Norman will still have

a psychic link to the monsters once he's not one.

Are we sure this is the best plan?

I'm afraid it's the only plan at the moment.

It'll work. I know you don't trust my dad, Pete, but I'm asking you to trust me.

Yeah. But you're not doing it alone.

We're a team, remember?

Hate to break up the bro-mance,

but how did you plan on getting close enough to inject Norman?

Oscorp is literally crawling with monsters.

We flush them away.

That's right. Follow the leader.

It's working! They're all yours!

Hey, have you guys heard the one about the itsy-bitsy spider?

Guess not, or we couldn't have washed these spiders out.

We don't have much time.

- You go. I'll draw off the rest. - Be careful.

Please, these powers are becoming second nature to me.

Maybe we can get close to the Spider-King without him seeing us.

So much for taking Norman by surprise.

Where is he off to?

Looks like Norman wants his bodyguards to do the dirty work.

I'd call that a pretty clean sweep.

Osborn and Parker for the win.

All right.

Let's cure your dad and go-- Home?

Oh, man, looks more like a spider lair.

Huh?

Let's keep Norman's little helpers outside for now, shall we?

Ehh... And a little extra won't hurt.

Come on, Norman. Be a good boy and take your medicine.

Sorry, Dad. This is for your own good.

Hey! Web for brains!

How about you pick on someone from your own genus?

Ugh!

Harry, now!

Dad!

He's okay, just sedated.

But the change should've occurred by now.

And if our theory was correct, with Norman unconscious,

the monsters should've stopped attacking.

Great. Two failed theories.

They've breached the glass!

You know, I don't like to use this word,

but, man, these spiders are a menace.

Keep it up, uglies. I can fight you all day.

Anya, stampede! - Never mind.

Sorry. No monsters allowed.

That should buy us some time.

Above us!

Harry, we've got to lead them away from Anya.

They must still be communicating with one another.

If Norman's out cold, then who's controlling them?

The one who's the smartest, of course--

The Jackal!

The Jackal!

So Norman isn't the Spider-King.

He's just another one of your spider slaves.

This was your plan all along, wasn't it, Raymond?

To get revenge? To ruin my family?

My home! My city!

While I'd love to say yes, that's not exactly the case.

Norman destroyed Midtown and my clones.

Even the spider serum was vaporized by the explosion.

But as luck would have it, by going airborne,

the entire city was exposed to my serum.

So, no, things didn't go according to plan.

But thanks to your father, the plan was improved.

- A spider army, eight million strong,

and genetically programmed to obey me.

You won't get away with this!

But I already have.

Just like your father, you underestimate me.

And now look. I turned Norman into my slave.

And I'll do the same to you.

Not if I have anything to say about it!

Dad? - Norman?

You should be under my control.

The only person Norman Osborn answers to...

is Norman Osborn!

You were better off dead, my friend.

My death was liberating, Raymond.

As you'll soon see!

Can't help Norman with all these monsters defending the Jackal.

Come on! I can't fight without my glider.

I've got you, Harry!

You are really good at this, Pete.

Beginner's luck, I guess.

Aah!

Dad! So the serum did have an effect.

Don't tell me this was your attempt at a cure, son,

because I'm still cursed with this hideous body.

Well, was it?

Anya did her best, Dad.

And, as always, Horizon's best is nowhere near the genius of Oz Academy.

Like the geniuses you hid in your secret lab?

Dreaming up ways to neutralize Spider-Man?

I did nothing of the sort.

No point denying it, Mr. Osborn,

because whatever you learned in that lab

is probably our best chance of curing the virus, curing you.

We came close to a method

that could feasibly remove Spider-Man's powers,

but without a sample of his actual DNA, it proved useless.

What if we got Spider-Man's DNA?

How?

Nobody's seen him in days.

He's probably one of these monsters by now.

And besides, everything we created was destroyed

when the Jackal attacked Oz Academy.

But we still have what's left of Anya's serum.

So if we could mix her degenerative monster formula

with a sample of Spider-Man's DNA--

It could result in a cure.

Harry, duck!

Aah!

Uh, Pete?

Get back here, Warren.

Harry, we gotta go!

Dad!

Dad...

Dad, no.

I'm losing him, Pete.

What are we gonna do?

He'll die if we don't cure him.

The only way he'll heal is with Spider-Man's blood.

And he's not here.

That's not true, Harry.

Spider-Man is right here.

- He's been by your side this whole time. - What?

How?

All this time, Pete,

you-- You were Spider-Man?

Why didn't you tell me?

- I-- I couldn't. - You couldn't?

Even when I suspected you were, you couldn't tell me the truth?

I'm sorry, Harry.

I thought I was doing the right thing.

Dad?

Dad, you're alive!

He's unconscious, but he should be all right.

Anya!

Harry, give me a hand.

You were a fool to come here, Spider-Man,

considering you're the key to it all.

Harry, get everyone out of here!

I will.

Go! Get them to safety!

I've got nothing to do with you, Jackal.

Ugh!

Don't be so naive, Spider-Man.

You're the center of all this.

I must confess,

when you arrived on the scene months ago,

I feared Norman had used my confiscated spider experiment

to create his own spider army.

But after witnessing you two fight,

I realized you must have gotten your powers some other way.

Bitten by one of my babies accidentally, perhaps?

Oh, no!

You're right.

The spider bite at Oscorp.

It must've been part of your experiment.

I am the first spider soldier.

And only the blood of one of the first spider soldiers

could be used to create a cure.

Which is why you must be destroyed,

along with the second spider soldier.

Huh? Miles?

- No! - Yes, Spider-Man.

He's sedated, secure, and so not coming to your rescue.

With the spider army firmly under my command,

New York belongs

to the Jackal!