Original subtitles

She looks at me every day.

Mary Jane Watson.

Oh, boy.

She only knew how I felt about her.

But she can never know.

I made a choice once to live a life of responsibility.

A life she can never be a part of.

Who am I?

I'm Spider -Man, given a job to do.

And I'm Peter Parker.

And I, too, have a job.

Parker! Parker!

Stop! Stop!

You're late, man.

Always late, huh? I'm sorry, Mr. Aziz. There was a disturbance.

Disturbance? Not a disturbance. Always a disturbance with you. Come on. 21

minutes ago, in comes order.

Hamilton, Burton & Smith.

Woolworth building.

Eight extra large deep dish pizzas.

You're bored flat. I told you, I don't understand our language. Why don't you

speak English?

You can't make pizza. I can't make pizza. Shut up.

In eight minutes, I am defaulting on Joe's 29 -minute guarantee. Then, not

am I receiving no money for these pizzas, but I will lose the customer

to pizza yet.

Why didn't you send Celine? Celine was deported yesterday, man.

Hey, look at Archie's pizza. Smiley, look, you are my only hope, all right?

have to make it in time.

Peter, you're a nice guy, but he's just not dependable.

This is your last chance.

You have to go 42 blocks.

In seven and one half minutes, your ass is tired.

Go!

He stole that guy's pizza!

Hey,

you

guys. No playing in the streets. Yes, Mr.

Spider -Man. See ya.

Pizza time You're late

I'm not paying for those

Elevator.

Joe's 29 -minute guarantee is a promise, man.

I know to you, Parker, a promise means nothing.

But to me, it's serious.

Serious to me too, Mr. Aziz.

You're fired.

Go. Please, I need this job. You're fired.

Give me another chance.

You're fired.

Parker, hello. You're fired. Why?

Dogs catching frisbees?

Pigeons in the park, a couple of geezers playing chess.

Not now.

I was thinking maybe the bugle could show another side of New York for a

We got six minutes to deadline, Jonah. We need page one. I don't pay you to be

sensitive artiste. I pay you because... Still not now.

I pay you because for some reason that psycho Spider -Man will pose for you.

Spider -Man won't let me take any more pictures.

You've turned the whole city against him. A fact I'm very proud of. Now, get

your pretty little portfolio off my desk before I go into a diabetic coma.

Boss, your wife's on the line. She says she lost the checkbook.

Thanks for the good news.

Mr. Jamison, please, isn't there any of these shots you can use? I really need

the money.

Oh.

Miss Brandt? Yes? Get me a violin.

Five minutes to deadline, Jonah.

All right, run a picture of a rancid chicken. Here's the headline.

Food poisoning scare, sweep city.

Some food got poisoned?

I'm a little nauseous, yeah.

All right, Mr. Jamison.

Sticks. Robbie, there's your page one.

Masked menace terrorizes town.

I told you he's not a menace. And I told you... I'll take care of it.

I'll give you $150.

$300. That's outrageous.

Done. Give this to the girl.

Thank you. Bye -bye.

Hey.

Hey, Pete.

Oh.

I don't think this covers the advance I gave you a couple weeks ago.

Oh, right.

Sorry.

Hey.

Chin up, okay?

Oh! What a jerk!

Oh, hey.

Wow, Dr. Connors.

Sorry. Where were you headed, Parker?

Your class.

My class is over.

See me standing here?

I'm sorry.

I'm trying. I want to be here.

Then be here.

Look at you, Peter.

Your grades have been steadily declining.

You're late for class.

You always appear exhausted.

Your paper on fusion is still overdue. I know. I'm planning to write it on Dr.

Otto Octavius.

Planning is not a major at this university.

Octavius is a friend of mine.

You better do your research, Parker.

Get it done.

or I'm failing you.

Surprise!

Say something!

What's the occasion?

Oh, really, Peter?

It's your birthday.

Whether you want to remember it or not.

He lives in another reality.

How are you, Pete?

Hi, MJ.

Hi.

Hey, buddy.

Hey. Long time no see.

So, how's the play? I read a great review.

It's going fine. It's going good. She's brilliant in it.

Harry sent me roses.

So where you been, pal? You don't return my calls.

I've been busy.

Taking pictures of Spider -Man?

How's the bug these days?

The less you see of that man, the better. Now, let's all go into the other

and have something to eat.

I'll get the other.

So, how are things going at Oscorp? Oh, they're great.

I'm head of special projects. We're about to make a brakes run fusion.

Oh, how lovely, Harry.

Your father would be so proud, rest his soul.

Thank you.

We're actually funding one of your idols, Pete.

Otto Octavius.

I'm writing a paper on him.

You want to meet him?

You'd introduce me?

You bet.

Octavius is going to put Oscorp on the map in a way my father never even

of. MJ, could you give me a hand?

She's waiting for you, pal.

What do you mean?

The way she looks at you or doesn't look at you.

However you want to look at it.

I don't have time for girls right now.

Why, are you dead?

I've been kind of busy.

Taking pictures of your friend.

Could we get off that subject?

I want us to be friends, Harry. I want us to trust each other. And be honest

with me.

If you knew who he was, would you tell me?

Peter, don't you understand how I feel?

I want this guy dead.

The same way you want the guy who killed your uncle Ben dead.

I'm sorry. I don't mean to rag on you on your birthday.

You're my buddy. You know that.

You're family, Pete.

My father loved you.

You were like his son to him.

Thank you, Harry.

Happy birthday to you.

Happy birthday to you. Happy birthday dear Peter.

Oh, what then?

Hmm?

Wait. Oh.

Oh, my.

Oh, Peter.

Oh, for a second there, I thought I was years ago.

Everybody's gone, aren't they?

Did they have a good time?

I'm sure they did.

You okay?

Of course.

But you go home.

And be careful.

I don't like that scooter thing you drive around.

I'm worried about you.

You're so alone.

And I saw the letter from the bank.

Oh, my.

You did?

Oh, well.

So, I'm a little behind.

Everybody is.

Anyway, I don't want to talk about it anymore.

I'm tired, and you'd better dock back home.

Here, kiddo. Happy birthday.

You need it more than I do.

No, I can't take that. Yes, you can. You can take this money from me.

For God's sake, it's not much. Now take it.

And don't you dare leave it here.

Oh, I'm sorry.

It's just that I miss your Uncle Ben so much.

Can you believe that it's two years next month since he was taken?

I think to myself at times, were I to face the one responsible for what

happened, I'd... Oh, I don't know what I'd do.

Now,

you'd better take the rest of your cake home.

You're still here.

I saw your billboard on Bleeker.

Isn't it funny?

I'm really kind of embarrassed.

Don't be.

It's nice. I get to see you every day now.

Photographer liked my face. I was only supposed to be in the catalog.

Then I got the part in the play.

Everything at once.

Your dream came true.

How about yours?

I'm fine.

I wish you'd come see the play.

You're the one who always encouraged me.

I plan to.

I liked seeing you tonight, Peter.

Oh, boy, yeah.

Oh, boy, yeah.

Do you want to say something?

I

was

wondering if you're still in the village.

Happy birthday.

I'm seeing somebody now.

Oh.

Therapy. No.

A person, a man.

You mean like a boyfriend?

Well, like I like him.

What?

Nothing. That's good, you know?

Companionship.

Maybe more than that.

More?

I don't know.

I'm going to come see your play tomorrow night.

You're coming?

I'll be there.

Don't disappoint me.

What's high? Can I spend it?

I have a paycheck due this week. You're a month late again.

Again. I promised as soon as I could. If promises were crackers, my daughter

would be fat.

I'm really sorry, Mr. Dickovich. You know, all I got is a 20 for the rest of

week.

Sorry doesn't pay the rent.

And don't try to sneak past me. I have ears like a cat and eyes like a rodent.

Thanks, Mr.

Dickovich. Hi, Pete.

Whoa!

Hello?

Rent?

Doctor? Mr. Oddborn's here.

Nobel Prize, Otto. Nobel Prize.

We'll all be rich.

It's not about the prizes, Harry.

But you need money. You need Oscorp.

Who do we have here?

This is my good friend I called you about. The guy who got me through high

school science.

Peter Parker, sir.

Parker? I'm writing a paper on you. Yes, yes, I know what you're doing here, but

I really don't have time to talk to students right now.

But Oscorp pays the bills, so... That's right.

That's why I have to take off. Board meeting. But my job is done here.

Got you two geniuses together.

Good luck tomorrow, Otto.

Nobel Prize.

We'll see you in Sweden.

Interesting fellow, your friend.

Well, it won't take much of your time. Parker, now I remember you. You're

Connor's student.

Tells me you're brilliant.

He also tells me you're lazy.

Trying to do better. Well, being brilliant's not enough, young man.

You have to work hard.

Intelligence is not a privilege, it's a gift.

And you use it for the good of mankind.

Otto, your lunch is ready.

This is my wife, Rosie.

Hello. This is Peter Parker, Connor's student, the one who falls asleep in

class. I always fell asleep in physics class.

Nice to meet you, Peter. Good to meet you.

Excuse me.

Is that it?

Yes. My design for initiating and sustaining fusion.

I understand you use harmonics and atomic frequencies.

Sympathetic frequencies.

Harmonic reinforcement?

Go on.

An exponential increase in energy output.

A huge amount of energy.

Like a perpetual sun providing renewable power for the whole world.

It's all so amazing.

If it works, it could change the way we live. It is amazing, and it will work.

Are you sure you could stabilize the fusion reaction?

Peter, what have we been talking about for the last hour and a half?

This is my life's work.

I certainly know the consequences of the slightest miscalculation. I'm sorry. I

didn't mean to question you.

Rosie, our new friend thinks I'm going to blow up the city.

You can sleep soundly tonight.

Otto's done his homework.

Come to the demonstration tomorrow and you'll see for yourself.

You need to sleep soundly tonight, Otto.

Did Edison sleep before he turned on the light?

Did Marconi sleep before he turned on the radio?

Did Beethoven sleep before he wrote the fifth? Did Bernoulli sleep before he

found the curves of quickest descent?

Oh, Rosie, I love this boy.

Peter, tell us about yourself.

Do you have a girlfriend?

Uh, well... I don't really know.

Well, shouldn't you know?

Who would know?

Well, leave him alone.

Maybe it's a secret love.

Love should never be a secret.

If you keep something as complicated as love stored up inside, it can make you

sick.

I finally got lucky in love.

We both did.

But it's hardly perfect.

You have to work at it.

I met him on the college steps, and I knew it wasn't going to be easy.

He was studying science, and I was studying English literature. That's

was trying to explain the theory of relativity, and Rosie was trying to

T .S. Eliot.

Time present and time past are both perhaps present in time future.

I still don't understand what he was talking about. Oh, come on. I'm serious.

T .S. Eliot is more complicated than advanced science.

But if you want to get a woman to fall in love with you, feed her poetry.

Poetry.

Never failed.

Tall and slenderly, all alone upon a prairie, tried to screen all her

Her hair was like the sunshine.

Day by day, he gazed upon her.

You tried so hard to be someone that you forgot who you are.

You tried to build some emptiness till all you had spilled over.

You seem

jittery

tonight. You never know what's coming.

You'd have been long too.

Maybe five minutes. Five minutes.

Workout, plenty of rest.

You know, eat your green vegetables.

That's what my mom is always saying. I just never actually believed her.

Come on, go!

Mr. Moncrief said. His voice alone inspires one with absolute credulity.

Then you think we should forgive them?

Yes.

I mean, no.

Hey. Hey, hey, Chief.

You parked there. I'm towing it.

Whatever.

Ah, Julie.

You might want to... Can

I help you?

Yeah, I, uh... Come to see the show.

Oh, I'm sorry, sir.

No one will be seated after the doors are closed.

It helps maintain the illusion.

Ah, I understand.

Miss Watson, she's a friend of mine. She asked me to come. But not to come late.

I have to see this show. You just let me in. I'll stand in the... Listen,

can't you...

May I have an autograph, please, ma 'am?

What are you doing here?

You hungry?

Cool Spidey outfit.

Thanks.

Where'd you get it?

I made it.

Hmm.

Looks uncomfortable.

It gets kind of itchy.

It rides up in the crotch a little bit, too.

If it doesn't help, I do that all the time.

Slow elevator.

Duck.

The second order term in the expansion of the exact order is identical to the

second order calculated from first order perturbation energy.

Since we are free to choose an arbitrary origin for our energy, we choose any

combination of the basic vectors.

Hi, MJ.

This is Peter.

I was on my way to your show and, well, I was on

my bike.

Are you there?

I really was planning on it all day.

And I know you predicted I'd disappoint you.

It's amazing, isn't it?

How complicated a simple thing like being someplace at 8

o 'clock can become.

Huh.

Actually, there was this obnoxious usher.

Somebody has to talk to that usher. Your time has expired. Please deposit 50

cents for the next five minutes.

I want to tell you the truth.

Here it is.

I'm Spider -Man.

Weird, huh?

Now you know why I can't be with you.

If my enemy found out about you,

if you got hurt, I could never forgive myself.

I wish I could tell you how I feel about you.

Ladies and gentlemen, my wife Rosie and I would like to welcome you this

afternoon. But first, before we start, has anybody lost a large roll of $20

bills in a rubber band?

Because we found the rubber band.

It's a terrible joke.

But thank you for coming.

Today, you will witness the birth of a new fusion -based energy source.

Safe, renewable energy and cheap electricity for everyone.

And now let me introduce my assistants.

These four actuators were developed and programmed for the sole purpose of

creating successful fusion. They are impervious to heat and magnetism.

These smart arms are controlled by my brain through a neural link.

Nanowires feed directly into my cerebellum, allowing me to use these

control fusion reaction in an environment no human hand could enter.

Doctor, if the artificial intelligence in the arms is as advanced as you

suggest, couldn't that make you vulnerable to them? All right, sure.

Which is why I developed this inhibitor chip to protect my higher brain

function. It means I maintain control of these arms instead of them controlling

me.

And now on to the main event.

Give me the blue light, Rosie.

Precious tritium is the fuel that makes this project go.

There's only 25 pounds of it on the whole planet.

I'd like to thank Harry Osborn and Oscorp Industries for providing it.

pay the bills, Otto.

Ladies and gentlemen,

Fasten your seat belt.

Doctor, we have a successful fusion reaction.

This is a breakthrough beyond your father's dreams.

Thank you. We're producing a thousand megawatt surplus.

The power of the sun in the palm of my hand.

It's only a spike. It'll soon stabilize.

Ladies and gentlemen, please clear the room.

We have a containment breach.

This doesn't change anything.

What are you doing?

Too close. He had more than a drop of tritium.

He could have destroyed the city.

I'm ruined.

I have nothing left except Spider -Man.

You saved your life, sir.

He humiliated me by touching me.

Strauss -Borne, the press will be here soon. I suggest we move on. What would

they be doing here anymore?

You can see molten metal penetrated the spinal cavity and fused the vertebra at

multiple points, including the lamina and the roof of the spinal column.

We won't know the extent of the damage until we get in there, so I suggest we

cut off these mechanical arms, slice up the harness, and if need be, consider a

laminectomy with posterior spinal fusion from C7T1 to T12.

We're ready, doctor.

Anybody here take shop class?

Gossip. Rumors.

Panic in the streets. We're lucky.

Crazy scientist turns himself into some kind of a monster.

Four mechanical arms welded right onto his body.

A guy named Otto Octavius winds up with eight limbs.

What are the odds?

Hoffman!

What are we going to call this guy?

Dr. Octopus.

That's crap.

Science quid?

Crap.

Dr. Strange.

That's pretty good.

But it's taken.

Wait, wait. I got it.

Dr. Octopus.

But I like it. Of course you do.

Dr. Octopus.

New villain in town.

Doc Ock.

Genius. What, are you looking for a raise? Get out.

Chief, I found Parker.

Where you been? Looking for you all morning. Why don't you pay your phone

Mad scientist goes berserk and we don't have pictures. I heard Spider -Man was

there.

Where were you?

Photographing squirrels? You're fired.

Chief, the planetarium party.

Oh, right. You're unfired. I need you. Come here.

What do you know about high society?

Oh. Uh, well, I... Don't answer that. My society photographer got hit in the

head by a polo ball.

You're all I got. Big party for an American hero.

My son, the astronaut.

Could you pay me in advance?

Are

you

serious? Pay you for what? Standing there?

The planetarium, tomorrow night, 8 o 'clock. There's the door.

He's dead.

My dream is dead.

And these monstrous things should be at the bottom of the river.

Along with me.

Something talking.

The inhibitor chip.

Gone.

Rebuild.

No.

Peter was right.

miscalculated. It was working, wasn't it?

Yes.

We can rebuild.

Enlarge the containment field.

Make it bigger and stronger than ever.

But we need money.

Steal it?

No, no, no. I'm not a criminal.

The real crime would be not to finish what we started.

We'll do it here.

Power of the sun in the palm of my hand.

Nothing will stand in our way.

Nothing!

That's the social security.

Yes, I see.

My Uncle Ben's life insurance.

Yes. But I'm afraid it's just not sufficient to refinance your home.

Oh, but I'm giving piano lessons again.

You are?

Ow!

Oh, ow!

We appreciate that you've just opened up a new super saver account with us

today. But the fact is, you do not have the assets to justify this loss.

I'm sorry.

At least we get the toaster.

Actually, that's only with a deposit of 300 or more.

Don't worry. We'll figure it out.

Oh, that boy of yours is a real hero.

Hold it!

Put your arms up!

All of you!

Butterfingers.

You stuck your webs in my bed.

We sure showed him.

What do you mean, we?

Oh.

Here, go ahead.

Penny, over here.

Leave it.

Hey, might want to take it easy, buddy.

Oh, it's a party.

Wouldn't you be drinking if you lost the bundle on some crackpot who you thought

was going to take you with him to fame and fortune?

Not to mention your friend the bug.

Not tonight, Harry. Every night.

Until I find him, it's 24 -7.

Parker!

Parker!

Parker! What are you, deaf?

I called you twice.

Come on, what do you think I'm paying you to sit around and sip champagne?

get a shot of my wife with the minister here.

Beautiful tie.

Oh, no, get a shot of us with the DA.

Beautiful dress.

Oh, here, get a shot of the mayor and his girlfriend.

Wife.

for the Science Library of New York is pleased to present our guest of honor.

He's the first man to play football on the moon.

The handsome, the heroic, the delicious Captain John James.

Hi.

Oh, you.

Listen, I'm sorry.

But there was a disturbance.

I don't know you.

And I can't keep thinking about you.

It's so painful.

I've been reading poetry lately.

Whatever that means.

Day by day, he gazed upon her.

Day by day, he sighed with passion.

Day by day. Don't start.

Can I get you a drink?

I'm with John. He'll get me my drink.

John.

By the way, John has seen my show five times.

Harry has seen it twice. Aunt May has seen it.

My sick mother got out of bed to see it. Even my father.

He came backstage to borrow cash.

But my best friend...

He'll care so much about me.

I can't make an 8 o 'clock curtain.

After all these years, he's nothing to me but an empty space.

me off your loyalty to spider -man and not your best friend i find him with my

father's body and you defend him because he's your bread and butter hey don't

push me don't act like you're my friend you stole mj from me you stole my

father's love and you let him die you didn't turn in the freak isn't that

right huh isn't that right huh brother

Ladies and gentlemen, I just want you all to know that the beautiful Miss Mary

Jane Watson has just agreed to marry me.

Oh no.

No!

Why

is this

happening to me?

You told him yes? Just that fast?

It felt right.

Well, you might congratulate me.

Congratulations.

Good luck in the world.

John loves me.

My father always said, you'll never be worth anything.

No man will ever want you. So what? You're going to spend the rest of your

trying to prove something to your father?

Do you really love this guy?

Very much. Very much?

That just doesn't fly.

I mean, if you really love the guy, then the answer is, do I love him? I adore

him. He's my comfortable afghan. He's all I can think about. Everything he is,

everything he says, everything he does to me, for me, with me.

Sweet kisses.

He makes up for all the grief and pain I've ever had. And in the dark of the

night, he is there.

That's the answer I need.

Not just, I love him very much.

You read too many love stories.

Okay, what about that perfect kiss you said you had once? The guy you believed

in? That was a fantasy.

That's all he is.

But what's wrong with believing in love stories?

You seem very okay to me.

My diagnosis?

It's up here.

You say you can't sleep.

Heartbreak? Bad dreams?

There is one dream where, in my dream, I'm Spider

-Man. But I'm losing my powers. I'm climbing a wall, but I keep falling.

Oh.

So you're Spider -Man? In my dream.

Well, actually, it's not even my dream. It's a friend of mine's dream.

Oh, so it's somebody else's dream.

What's your major?

Theater arts?

Science. Connors? Uh -huh. He flunking you?

He says he might.

There you go.

What about this friend?

Why does he climb these walls? What does he think of himself?

That's the problem. He doesn't know what to think.

Gonna make you mad not to know who you are.

Your soul disappears.

Nothing as bad as uncertainty.

I've been there.

Who was I?

Wow.

Identity. Big one.

Me, I go to my shrink.

What does he tell you?

She tells me I need some strong focus on what I want.

And I have to find out who won't let me have it and why.

And then I have to tackle that guy and let him hear me.

And one more thing, I have to make sure I'm right about what I want.

Listen, maybe you're not supposed to be Spider -Man climbing those walls.

That's why you keep falling.

You always have a choice, Peter.

I have a choice.

All the things you've been thinking about, Peter, make me sad.

Can't you understand?

I'm in love with Mary Jane.

You know I understand.

But I thought you'd learn the meaning of responsibility.

You don't know how it feels.

It are all the times we've talked of honesty, fairness, justice.

How do those times I counted on you to have the courage?

To take those dreams out into the world.

I can't live your dreams anymore.

I want a life of my own.

You've been given a gift, Peter.

With great power comes great responsibility.

No uncle Ben I'm just Peter Parker

I'm spider -man No more

No more

Raindrops are falling on my head.

And just like the guy whose feet are too big for his bed, nothing seems

to fit.

Raindrops are falling on my head. They keep falling.

So I just did me some talking to the sun.

And I said I didn't like the way he got things done.

Sleeping on the job, those raindrops are falling on my head. They keep

falling because I'm free.

Nothing's worrying me.

And when the borderline is tau equals zero, the eigenvalues are someone,

0 .23 electron volt.

Excellent work today, Parker. Keep it up.

I'm not really wicked at all, Cousin Settle. You mustn't think that I'm

If you are not, then you have certainly been deceiving us all in a very

inexcusable manner.

I hope you have not been leading a double life, pretending to be wicked and

being really good all the time.

That would be hypocrisy.

Oh, of course I have been rather reckless.

I am glad.

I am glad.

I am glad.

Are you glad to hear it?

I am glad to hear it.

In fact, now you mention the subject, I have been very bad in my own...

small way.

You were so wonderful.

That was such a great play.

You could have told me you were coming.

I was afraid you'd say don't come.

You look different.

I shined my shoes, pressed my pants, did my homework.

I do my homework now.

You want to get some chow mein?

Peter.

I'm getting married.

I always imagine you getting married on a hilltop.

And who's the groom?

You hadn't decided yet.

You think just because you saw my play, you can talk me out of getting married?

You once told me you love me.

I let things get in the way before. There was something I thought I had to

don't have to.

You're too late.

Will you think about it? Think about what?

Picking up where we left off.

Where was that?

We never got on. You can't get off if you don't get on, Peter. I don't think

it's that simple.

Of course you don't because you complicate things.

You don't understand.

I'm not an empty seat anymore.

I'm different.

Punch me, I bleed.

I have to go

I'm

getting married in a church

Dear, we agreed to put on a wedding, not go into bankruptcy.

Caviar? What, are we inviting the czar?

Get some cheese and crackers, some of those little cocktail weenies. Boss, I

a garbage man here, so he's got something you might want to see.

Don't tell me you have the head of an extraterrestrial in there, because if

do, he's the third guy this week.

Where the hell did you get that?

In the garbage.

In the garbage?

He must have given up.

Thrown in the towel.

Abandoned his sad little masquerade.

I finally got to him. The power of the press triumphs. Yeah, yeah, yeah. Now,

look, I think I deserve a little something for this.

Give you 50 bucks. I could get more than that on eBay.

All right, 100. Miss Brandt, give this man his money and throw in a bar of

Your wife is still on that line.

Flowers?

How much?

If you spend any more on this thing, you can pick the daisies off my grave.

Get plastic.

Gotta go. Big story.

Spider -Man, Spider -Man, where have you gone to, Spider -Man?

It wasn't fair to have gone like that he was a peaceful man And

it was all my doing

Aunt May, you don't have to punish yourself.

Oh, I know I shouldn't.

It's just that you wanted to take the subway and he wanted to drive you.

If only I had stopped him, we'd all three of us be having tea together.

I'm responsible.

For what?

For what happened to Uncle Ben.

But you were at the library. You were doing your homework.

He drove me to the library, but I never went in.

What do you mean?

I went someplace else.

Someplace where I thought I could win some money.

To buy a car, because I wanted to.

Impress Mary Jane.

It happened so fast.

I won the money and the guy wouldn't pay me. Then he got robbed.

The thief was running towards me.

I could have stopped him, but I wanted revenge.

So I let him go.

He tried to take Uncle Ben's.

Uncle Ben said no.

And then he shot him.

Uncle Ben was killed that night for being the only one

who did the right thing.

when he died.

Get one more little chore.

I'm leaving for the night, sir.

Fine. Your father only obsessed over his work.

Good night, Bernard.

Hello, Harry.

Otto, what do you want?

That precious tritium.

But I need more of it this time.

More tritium? Are you crazy?

You'll destroy the city!

You're a hat!

Hey!

Hey! Hey!

Stop! Stop! All right!

All right, all right, all right, all right! Put me down! We'll make a deal!

The old Spider -Man will give you all the tritium you need.

On second thought, bring him to me.

Alive. How do I find him?

Peter Parker.

Parker? He takes pictures of Spider -Man for the bugle.

Make him tell you where he is.

Have it ready.

Anybody in that building?

We think there's a kid stuck on the second floor.

It's okay. Come here.

I'm going to get you out of here. Come on.

Let's get out of here.

Yeah,

some guts, kid.

Some poor soul got trapped on the fourth floor.

Never made it out.

Oh.

All right, Billy, let's knock it down and roll.

I have what I want, what I need.

What am I supposed to do?

Oh, I shouldn't have without knocking.

Come in.

Would you like a piece of chocolate cake?

Okay.

And a glass of milk?

That would be nice.

Okay.

Thank you.

Oh, um... I got a message.

It's your aunt.

Thanks.

What's going on?

Oh, they gave me another few weeks, but I decided to hell with it.

I'm moving on.

I found a small apartment.

Why didn't you tell me?

I'm quite able to take care of things myself.

And Henry Jackson across the street is giving me a hand, and I'm giving him $5.

That's Henry Jackson?

It's funny what happens in two years. Nine years old, has great ambitions.

Um, listen, about...

My last visit. Pish posh. We didn't even talk about it.

It's water over the dam or under the bridge or wherever you like it, but...

But you made a brave move in telling me the

truth, and I'm proud of you.

And I thank you, and I... I love you, Peter.

So very, very much.

Hey, where are all my comic books?

Oh, those dreadful things.

I gave those away.

I put the pens in the box, Mrs. Parker. Thank you, Henry.

Hi, Peter. Hey, Henry. You're getting tall.

Henry, why don't you put those cookbooks in with the mixer?

Okay. You take Spider -Man's pictures, right?

I used to.

Where is he?

Henry and I agree.

We don't see his picture in the paper anymore.

He, uh, quit.

Why?

Wanted to try other things.

He'll be back, right?

I don't know.

You'll never guess who he wants to be.

Spider -Man.

Why? He knows a hero when he sees one.

few characters out there flying around like that, saving old girls like me.

Lord knows kids like Henry need a hero.

Courageous, self -sacrificing people, setting examples for all of us.

Everybody loves a hero.

People line up for them, cheer them, scream their names, and years later

tell how they stood in the rain for hours.

just to get a glimpse of the one who taught him to hold on a second longer.

I believe there's a hero in all of us that keeps us honest,

gives us strength, makes us noble, and finally

allows us to die with pride, even though sometimes we have to be

steady and give up the thing we want the most.

Even our dream.

Spider -Man did that for Henry, and he wonders where he's gone.

He needs him.

Do you think you could lift that desk and put it into the garage for me?

But don't strain yourself.

Okay.

Don't focus on what I want.

You sure you don't want to invite your friend, the photographer?

Peter Parker?

Oh, positive.

Oh, he was your pal.

Peter Parker?

Yeah. Uh, he's just a great big jerk.

The world's full of great big jerks.

You're adorable.

This is the uniform.

Need your head back for me?

Put my head back? Yeah, just do it.

Put my head back?

Mm -hmm.

Okay.

I'm back on the moon.

Huh.

You up there with me?

Thanks for coming.

Everything okay?

You might say so.

This is funny. I'm not sure how to begin.

You know how our minds play tricks on us.

Tell me about it. Well, mine did a real number on me.

Some part of me heard what you had to say after the show that night.

That you were different.

But I didn't want to listen.

I was afraid to trust you.

But I've been thinking about it. Listen, there's more for me to say.

I maybe rushed into things.

I thought... Wait a minute.

What are you saying?

I'm saying...

I thought I could be there for you, Mary Jane.

But I can't.

My mind was playing tricks, too.

Do you love me or not?

Kiss you I need to know something Just one kid

Peter Parker.

And the girlfriend.

What do you want?

I want you to find your friend, Spider -Man.

Tell him to meet me at the West Side Tower at three o 'clock.

I don't know where he is.

Find him.

Or I'll peel the flesh off her bone.

If you lay one finger on her... You'll do what?

of your son's fiance.

Sorry, John.

It's all my fault.

I drove Spider -Man away.

You're the only one who could have stopped Octavius.

Yes.

Spider -Man was a hero.

I just couldn't see it.

He was a... a thief!

A criminal!

He stole my suit! He's a menace to the entire city!

I want that wall -crawling arachnid prosecuted! I want him strung up by his

I want Spider -Man!

or she'll be just fine.

Let's talk.

Any more bright ideas?

I got a few.

We're slowing down!

and go down.

Lower, gently.

Is he alive?

He's just a kid.

Older than my son.

We found something.

We won't tell nobody.

It's good to have you back Spider -Man.

You want to get to him, you got to go through me.

And me.

Me too.

Farewell.

Where do you want it?

And the tritium?

I could cause you the pain that you've caused me.

First we'll see who's behind the mask.

We can look into your eyes as you die.

Peace.

No.

It can't be.

Harry.

Where is she?

Where is he keeping her?

He's got MJ.

No. All he wanted was the tritium.

Tritium?

He's making the machine again.

When that happens, she'll die along with half of New York.

Now, where is he?

Peter.

There are bigger things happening here than me and you.

Harry, please, I've got to stop him.

science project. Now let me go.

I can't let you go. You'd bring the police. Not that anybody could stop me

that Spider -Man's dead.

He's not dead.

I don't believe you.

Believe it.

As soon as you get free.

I should have known Osborn wouldn't have the spine to finish you. Shut it down,

Ox. You're going to hurt a lot more people this time.

Well, that's a risk we're willing to take.

Well, I'm not.

Let's see you scurry out of this.

Now what?

Dr. Octavia.

We have to shut it down.

Please tell me how.

Peter Parker.

Brilliant, but lazy.

Look at what's happening.

We must destroy it.

I can't destroy it.

I won't.

You once spoke to me about intelligence.

That it was a gift to be used for the good of mankind.

A privilege.

These things have turned you into something you're not.

Don't listen to them.

It was my dream.

Sometimes, to do what's right, we have to be steady and give up the thing we

want the most.

Even our dreams.

You're right.

He's right.

Listen.

Listen to me now.

Listen to me now.

Now, tell me how to stop it.

It can't be stopped.

It's self -sustaining now.

Think. And listen.

I'll do it.

This is really heavy.

In case we die.

You do love me.

I do.

Even though you said you didn't.

I will not die.

I think I always knew, all this time,

that we really were.

And you know why we can't be together.

Spider -Man will always have enemies.

I can't let you take that risk.

I will always be Spider -Man.

You and I can never be.

Hello?

Who's that?

Son.

I'm here.

Dad?

I thought you were... No.

I'm alive in you, Harry.

Now it's your turn.

You swore to make Spider -Man pay.

Now make him pay.

He's my best friend.

And I'm your father.

You're weak.

You were always weak. You'll always be weak until you take control.

Now you know the truth about Peter.

Be strong.

Call Debra.

I had to do what I had to do.

Mary Jane.

Peter.

I can't survive without you.

You shouldn't be here.

I know you think we can't be together.

Can't you respect me enough to let me make my own decision?

I know there will be risks, but I want to face them with you.

It's wrong that we should only be half alive, half of ourselves.

I love you.

So here I am, standing in your doorway.

I've always been standing in your doorway.

Isn't it about time somebody saved your life?

Say something.

Thank you, Mary Jane Watson.

Go get him, tiger.

Hope dangles on a string like slow spinning redemption, winding in

and winding out. The shine of it has caught my eye and roped me in so,

mesmerizing me so, hypnotizing I am,

captivated I am, vindicated!

Spider -Man, friendly neighborhood Spider -Man.

Wealth and fame he's ignored, action is his reward.

Look out, here comes the Spider -Man.