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[upbeat rock music]
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♪ Spider-Man ♪
3
00:00:11,708 --> 00:00:13,875
♪ Spider-Man ♪
4
00:00:13,875 --> 00:00:17,458
♪ Radioactive Spider-Man ♪
5
00:00:17,458 --> 00:00:19,625
♪ Spider-Man ♪
6
00:00:19,625 --> 00:00:21,583
♪ Spider-Man ♪
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00:00:21,583 --> 00:00:25,958
♪ Radioactive Spider-Man ♪
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♪ Spider-Man ♪
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♪ Spider-Man ♪
10
00:00:29,458 --> 00:00:33,708
♪ Radioactive Spider-Man ♪
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00:00:40,083 --> 00:00:42,083
♪ Spider blood
Spider blood ♪
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00:00:42,083 --> 00:00:44,125
♪ Radioactive spider blood ♪
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00:00:44,125 --> 00:00:46,166
♪ Spider blood
Spider blood ♪
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00:00:46,166 --> 00:00:48,208
♪ Radioactive spider blood ♪
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[explosions booming]
16
00:00:53,458 --> 00:00:55,083
[growling]
17
00:00:56,208 --> 00:00:57,250
♪ Spider-Man ♪
18
00:00:57,250 --> 00:00:58,375
♪ Spider-Man ♪
19
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[dramatic music]
20
00:01:07,958 --> 00:01:09,708
[Anastasia Hardy]
And this could prove to be
21
00:01:09,708 --> 00:01:12,166
one of the most
dramatic developments
22
00:01:12,166 --> 00:01:15,500
in the history
of medical technology.
23
00:01:15,500 --> 00:01:19,166
The Hardy Foundation
is now pleased to present
24
00:01:19,166 --> 00:01:23,458
Dr. Michael Pingree
and his argon matrix laser.
25
00:01:23,458 --> 00:01:26,708
[crowd applauds]
26
00:01:29,708 --> 00:01:33,583
The argon matrix laser works
on a sub-molecular level,
27
00:01:33,583 --> 00:01:36,000
which allows us to control
the type of atomic nuclei
28
00:01:36,000 --> 00:01:37,000
the laser will affect.
29
00:01:38,625 --> 00:01:40,625
In this case, I have
designated that the laser cut
30
00:01:40,625 --> 00:01:43,833
only inorganic matter,
the metal,
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00:01:43,833 --> 00:01:47,708
leaving the organic matter,
the pumpkin, untouched.
32
00:01:47,708 --> 00:01:49,833
This laser could save
millions of lives
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00:01:49,833 --> 00:01:53,333
by targeting certain types
of tumors and tissue.
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00:01:53,333 --> 00:01:57,291
The laser can be programmed
with pinpoint accuracy.
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00:02:02,500 --> 00:02:04,000
Fools!
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00:02:04,000 --> 00:02:05,875
You are applauding
the wrong person.
37
00:02:07,833 --> 00:02:10,875
[frightened screams and shouts]
38
00:02:10,875 --> 00:02:12,833
I have a feeling this isn't
going to be termites.
39
00:02:14,375 --> 00:02:15,458
Doc Ock!
40
00:02:15,458 --> 00:02:16,625
Not him again!
41
00:02:18,750 --> 00:02:20,250
[groaning]
42
00:02:20,250 --> 00:02:21,708
We got to get out of here!
43
00:02:21,708 --> 00:02:24,000
Not you, Parker,
you stay and get pictures!
44
00:02:24,000 --> 00:02:25,708
I'm staying, all right,
45
00:02:25,708 --> 00:02:26,833
but I might be
too busy to take pictures.
46
00:02:29,750 --> 00:02:32,125
[Doctor Octopus]
I can't let you and Mrs. Hardy
47
00:02:32,125 --> 00:02:35,000
take all the credit
for my invention.
48
00:02:35,000 --> 00:02:36,458
We both worked on it, Otto!
49
00:02:36,458 --> 00:02:38,166
Pingree, you were
merely my assistant.
50
00:02:38,166 --> 00:02:42,458
And as for Mrs. Hardy,
she owes me a debt
51
00:02:42,458 --> 00:02:44,250
that I've come to collect.
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00:02:44,250 --> 00:02:46,208
[Spider-Man] Sorry, Ock,
this time your reach
53
00:02:46,208 --> 00:02:47,375
exceeds your grasp.
54
00:02:48,500 --> 00:02:49,500
[groans]
55
00:02:51,125 --> 00:02:52,125
[grunts]
56
00:02:53,416 --> 00:02:55,083
[grunts]
57
00:02:55,083 --> 00:02:57,583
This laser will heal
one problem I've had
58
00:02:57,583 --> 00:03:02,166
for much too long--
the scourge of Spider-Man.
59
00:03:08,583 --> 00:03:09,958
Noo!
60
00:03:09,958 --> 00:03:13,583
Huh? Well, what do you know!
61
00:03:13,583 --> 00:03:17,125
I forgot that it was set so it
wouldn't cut organic matter.
62
00:03:17,125 --> 00:03:20,375
Too bad Dock Ock's
tentacles are inorganic!
63
00:03:20,375 --> 00:03:21,750
-Aah!
-[grunts]
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00:03:28,291 --> 00:03:29,375
[groans]
65
00:03:31,708 --> 00:03:33,500
[Doctor Octopus]
Out of my way!
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00:03:33,500 --> 00:03:34,875
[screams]
67
00:03:34,875 --> 00:03:36,583
Ohh! Spider-Man!
68
00:03:36,583 --> 00:03:38,083
[Spider-Man]
Are you all right?
69
00:03:38,083 --> 00:03:41,333
Yes, but he--
he's out of his mind!
70
00:03:41,333 --> 00:03:43,291
[Spider-Man] Ock,
you've really made me mad.
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00:03:43,291 --> 00:03:45,875
You're not getting away,
not this time!
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00:03:51,000 --> 00:03:52,083
[groans]
73
00:03:58,583 --> 00:04:01,333
That's the medical lab!
74
00:04:01,333 --> 00:04:04,458
If they damage any of
the research material in there,
75
00:04:04,458 --> 00:04:06,500
it'll take years to replace!
76
00:04:06,500 --> 00:04:09,708
Why couldn't Spider-Man
just let Octavius escape?
77
00:04:09,708 --> 00:04:12,125
Because Spider-Man's
a glory hog
78
00:04:12,125 --> 00:04:15,500
who never thinks
of the consequences
of what he's doing!
79
00:04:15,500 --> 00:04:16,500
[grunts]
80
00:04:18,750 --> 00:04:20,375
[Doctor Octopus]
No! It's going to explode!
81
00:04:20,375 --> 00:04:23,708
Great, now I have to save
this clown and myself.
82
00:04:23,708 --> 00:04:25,125
[explosion]
83
00:04:32,833 --> 00:04:35,458
[groaning]
84
00:04:35,458 --> 00:04:36,750
[man] Freeze, creep!
85
00:04:36,750 --> 00:04:38,708
Hold it right there,
Spider-Man.
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00:04:47,000 --> 00:04:48,708
-Sorry, gentlemen.
-[men shouting]
87
00:04:48,708 --> 00:04:50,625
But even
with my present handicap,
88
00:04:50,625 --> 00:04:53,125
I have all the hands I need.
89
00:04:54,833 --> 00:04:56,708
[sirens wail]
90
00:04:58,166 --> 00:04:59,708
[Spider-Man]
What have I done?
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00:04:59,708 --> 00:05:01,500
How could I have been
so irresponsible?
92
00:05:03,625 --> 00:05:05,583
[thinking] I let my temper
get the best of me.
93
00:05:05,583 --> 00:05:07,583
I didn't consider the risk.
94
00:05:07,583 --> 00:05:09,583
This town is
finally going to see
95
00:05:09,583 --> 00:05:14,083
that wall-crawling slime bucket
for what he really is.
96
00:05:14,083 --> 00:05:15,708
A menace.
97
00:05:15,708 --> 00:05:18,375
He's wrecked everything
from sewers to subways.
98
00:05:18,375 --> 00:05:20,333
And now a medical facility.
99
00:05:20,333 --> 00:05:23,333
But, Jonah, he was
only trying to catch Doc Ock.
100
00:05:23,333 --> 00:05:25,083
And who hired him
to do that, Robbie?
101
00:05:25,083 --> 00:05:26,583
You? Me?
102
00:05:26,583 --> 00:05:27,708
Anyone?
103
00:05:27,708 --> 00:05:29,333
It's the job of the police.
104
00:05:29,333 --> 00:05:31,625
I'm going to use
all my resources
105
00:05:31,625 --> 00:05:33,625
to ruin Spider-Man for this.
106
00:05:33,625 --> 00:05:35,875
How does this always happen?
107
00:05:35,875 --> 00:05:39,750
I mean well,
but in the process,
I mess up everything.
108
00:05:39,750 --> 00:05:42,708
The world needs Spider-Man
about as much I need him.
109
00:05:42,708 --> 00:05:44,583
I'm through. I quit.
110
00:05:44,583 --> 00:05:46,875
-Peter? Peter!
-Huh?
111
00:05:46,875 --> 00:05:48,458
Will you be seeing
Spider-Man soon?
112
00:05:48,458 --> 00:05:50,458
I don't think so,
Mr. Robertson.
113
00:05:50,458 --> 00:05:52,250
If I were Spider-Man,
I wouldn't show my face
114
00:05:52,250 --> 00:05:53,875
in this town again.
115
00:05:53,875 --> 00:05:56,625
Well, if you do see him,
give him this fan letter.
116
00:05:56,625 --> 00:05:59,166
Some little girl's parents
sent it to the paper.
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00:05:59,166 --> 00:06:01,958
I figure he can
use all the support
he can find about now.
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00:06:01,958 --> 00:06:04,125
[Peter] "Dear Mr. Robertson,
your newspaper
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00:06:04,125 --> 00:06:06,875
always prints those wonderful
pictures of Spider-Man.
120
00:06:06,875 --> 00:06:08,500
Could you please ask him
121
00:06:08,500 --> 00:06:10,083
to come and visit
our little daughter?
122
00:06:10,083 --> 00:06:11,833
She's his biggest fan
in all the world
123
00:06:11,833 --> 00:06:13,416
and we would love
for her to meet--"
124
00:06:13,416 --> 00:06:14,583
Yeah, yeah,
I don't need fan mail
125
00:06:14,583 --> 00:06:16,083
at a time like this.
126
00:06:17,833 --> 00:06:20,458
At last, this is it.
127
00:06:20,458 --> 00:06:22,708
My life as Spider-Man is over.
128
00:06:22,708 --> 00:06:25,083
All I need is
a superhero retirement pension
129
00:06:25,083 --> 00:06:26,583
and everything
would be perfect.
130
00:06:26,583 --> 00:06:28,583
-[woman's voice] My dear boy.
-What?!
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00:06:28,583 --> 00:06:32,291
Whoever said that everything
was supposed to be perfect?
132
00:06:32,291 --> 00:06:33,750
-[Parker] Who said that?
-I did.
133
00:06:33,750 --> 00:06:35,250
Who's there? Who are you?
134
00:06:35,250 --> 00:06:36,875
Isn't the real question,
135
00:06:36,875 --> 00:06:39,875
who are you?
136
00:06:39,875 --> 00:06:41,875
[laughing]
137
00:06:44,625 --> 00:06:46,000
[Peter] What's this?
138
00:06:46,000 --> 00:06:47,375
Some phony fortune-teller?
139
00:06:47,375 --> 00:06:49,000
[Madame Web]
Phony? Moi?
140
00:06:49,000 --> 00:06:50,708
Ha! You are the phony.
141
00:06:50,708 --> 00:06:52,708
[Peter] How did you know
what I was thinking?
142
00:06:52,708 --> 00:06:56,708
I know much more than your
trivial thoughts, Spider-Man.
143
00:06:56,708 --> 00:06:58,291
I'm not Spider-Man.
144
00:06:58,291 --> 00:06:59,833
You are a terrible liar!
145
00:06:59,833 --> 00:07:02,750
-Please, don't waste my time.
-What?!
146
00:07:02,750 --> 00:07:06,583
I am not your enemy,
Peter Parker, you are.
147
00:07:06,583 --> 00:07:10,708
Isn't it strange that
with all the power you have,
148
00:07:10,708 --> 00:07:14,458
you've hurt so many
of those close to you?
149
00:07:14,458 --> 00:07:18,833
Your Uncle Ben, Felicia Hardy,
Mary Jane?
150
00:07:18,833 --> 00:07:19,958
How do you know about them?
151
00:07:19,958 --> 00:07:22,458
Come see me and find out.
152
00:07:22,458 --> 00:07:24,750
[laughing]
153
00:07:24,750 --> 00:07:25,750
[Spider-Man] My costume.
154
00:07:25,750 --> 00:07:27,000
How'd it get on me?
155
00:07:27,000 --> 00:07:28,458
Good going, Spidey.
156
00:07:28,458 --> 00:07:30,125
You walked right into a trap.
157
00:07:30,125 --> 00:07:32,458
[Madame Web] You are wrong,
Mr. Parker.
158
00:07:32,458 --> 00:07:34,250
As usual.
159
00:07:34,250 --> 00:07:36,125
How do you know who I am?
160
00:07:36,125 --> 00:07:37,833
And how do you know
so much about me?
161
00:07:37,833 --> 00:07:39,583
I want some answers!
162
00:07:39,583 --> 00:07:40,875
You will get them.
163
00:07:40,875 --> 00:07:42,458
Now sit down.
164
00:07:42,458 --> 00:07:44,333
I'll stand, thanks.
165
00:07:44,333 --> 00:07:47,000
It is usually a good idea
to have a seat
166
00:07:47,000 --> 00:07:49,250
when your world is about to be
167
00:07:49,250 --> 00:07:51,000
-turned upside down.
-[snaps]
168
00:07:51,000 --> 00:07:52,458
Whoa!
169
00:07:52,458 --> 00:07:54,166
Huh?
170
00:07:54,166 --> 00:07:57,708
You are about to embark
on a period of training
171
00:07:57,708 --> 00:08:01,500
for a mission
I will soon require of you.
172
00:08:01,500 --> 00:08:04,416
The only thing I'm embarking on
is a trip outta here.
173
00:08:04,416 --> 00:08:08,833
Parker, this is one situation
you cannot crawl away from.
174
00:08:08,833 --> 00:08:10,583
[grunts]
175
00:08:10,583 --> 00:08:12,375
[Madame Web] In order
to succeed in this mission,
176
00:08:12,375 --> 00:08:15,250
you must first
overcome the self-pity
177
00:08:15,250 --> 00:08:17,708
that threatens
to end your career.
178
00:08:17,708 --> 00:08:19,125
Oof!
179
00:08:19,125 --> 00:08:20,708
What do you need me for?
180
00:08:20,708 --> 00:08:22,458
You obviously
have powers of your own.
181
00:08:22,458 --> 00:08:24,333
[Madame Web]
Powers are nothing.
182
00:08:24,333 --> 00:08:28,708
More important is your tendency
to question yourself.
183
00:08:28,708 --> 00:08:30,833
That is an interesting quality.
184
00:08:30,833 --> 00:08:33,500
Tedious, but interesting.
185
00:08:33,500 --> 00:08:35,708
Whoa!
186
00:08:35,708 --> 00:08:38,500
[Madame Web]
This is your card.
187
00:08:38,500 --> 00:08:40,000
No, thanks.
188
00:08:40,000 --> 00:08:41,708
I'm not what
you'd call a believer.
189
00:08:41,708 --> 00:08:43,958
[Madame Web]
Not so easy, is it?
190
00:08:43,958 --> 00:08:48,583
It is telling you
that you must believe in me,
191
00:08:48,583 --> 00:08:52,333
and you must have
the faith of a child.
192
00:08:52,333 --> 00:08:53,875
What's that supposed to mean?
193
00:08:53,875 --> 00:08:56,750
-[vortex whooshing]
-No! Wait!
194
00:08:56,750 --> 00:08:59,583
Did I just take a trip through
the Twilight Zone or what?
195
00:08:59,583 --> 00:09:03,166
This kind of weird stuff
is why I'm quitting.
196
00:09:03,166 --> 00:09:05,875
Hey, it's that letter
Robbie gave me.
197
00:09:05,875 --> 00:09:08,000
How did it get here?
198
00:09:08,000 --> 00:09:09,833
Huh.
199
00:09:09,833 --> 00:09:13,500
Madame Web did say something
about the faith of a child.
200
00:09:15,500 --> 00:09:17,125
There, Spider-Man.
201
00:09:17,125 --> 00:09:19,291
This is your best picture ever.
202
00:09:19,291 --> 00:09:21,583
[Spider-Man] Thank you,
Maria Taina Elizando.
203
00:09:21,583 --> 00:09:23,416
Huh? Who's there?
204
00:09:23,416 --> 00:09:25,416
Just your friendly
neighborhood Spider-Man.
205
00:09:25,416 --> 00:09:26,958
Spider-Man!
206
00:09:26,958 --> 00:09:28,083
Is this a dream?
207
00:09:28,083 --> 00:09:30,000
No, I'm really here,
208
00:09:30,000 --> 00:09:32,708
just as your parents
asked for in their letter.
209
00:09:32,708 --> 00:09:34,000
They what?
210
00:09:34,000 --> 00:09:37,125
Wow!
It really is you.
211
00:09:37,125 --> 00:09:40,000
Can you do something for me?
Please?
212
00:09:40,000 --> 00:09:41,625
Sure, Maria, what is it?
213
00:09:41,625 --> 00:09:43,000
Don't call me Maria.
214
00:09:43,000 --> 00:09:45,416
Only my mom calls me Maria.
215
00:09:45,416 --> 00:09:47,750
Everybody else calls me Taina.
216
00:09:47,750 --> 00:09:49,500
Okay, Taina.
217
00:09:49,500 --> 00:09:50,875
So now that I'm here,
what did you want to tell me?
218
00:09:50,875 --> 00:09:53,500
That I'm your
greatest fan ever,
219
00:09:53,500 --> 00:09:55,250
and I wanted to show you this.
220
00:09:55,250 --> 00:09:57,333
My Spider-Man collection.
221
00:09:57,333 --> 00:09:59,416
Look.
I even have the first story
222
00:09:59,416 --> 00:10:01,583
The Bugle ever ran about you.
223
00:10:01,583 --> 00:10:03,166
You didn't believe it, did you?
224
00:10:03,166 --> 00:10:06,000
Nah. They say a lot
of silly things in there.
225
00:10:06,000 --> 00:10:08,000
But the pictures are good.
226
00:10:08,000 --> 00:10:10,625
Like this one
by that Peter Parker guy.
227
00:10:10,625 --> 00:10:12,000
Do you know him?
228
00:10:12,000 --> 00:10:13,458
Sometimes too well.
229
00:10:13,458 --> 00:10:16,875
I cut out this ad
from when you were on TV.
230
00:10:16,875 --> 00:10:18,708
Oh, this takes me back.
231
00:10:18,708 --> 00:10:20,583
That's when I thought
I could use my powers
232
00:10:20,583 --> 00:10:21,750
to make lots of money.
233
00:10:21,750 --> 00:10:23,708
Where did you get your powers?
234
00:10:23,708 --> 00:10:26,208
Timmy says you're
from a dying planet,
235
00:10:26,208 --> 00:10:28,583
and your parents sent you here
in little a spaceship.
236
00:10:28,583 --> 00:10:32,000
I think Timmy has me confused
with someone else.
237
00:10:32,000 --> 00:10:33,583
I'm actually an accident.
238
00:10:33,583 --> 00:10:35,333
An accident?
239
00:10:35,333 --> 00:10:37,250
Yes. It all started
when I was in high school.
240
00:10:37,250 --> 00:10:39,958
-I was actually
kind of a nobody.
-Who were you?
241
00:10:39,958 --> 00:10:42,500
I'm gonna have to keep
my name to myself,
242
00:10:42,500 --> 00:10:45,333
but I can tell you
what my life was like.
243
00:10:46,708 --> 00:10:48,166
Hi, Liz.
244
00:10:48,166 --> 00:10:50,000
I was wondering
if you'd like
245
00:10:50,000 --> 00:10:52,500
to go downtown
to a science demonstration
with me.
246
00:10:52,500 --> 00:10:53,875
Now, let me see, Peter,
247
00:10:53,875 --> 00:10:55,583
should I go to the big party
248
00:10:55,583 --> 00:10:57,583
with Flash Thompson
and have a really great time,
249
00:10:57,583 --> 00:11:00,000
or go to the science
demonstration with you
250
00:11:00,000 --> 00:11:01,083
and be bored to tears?
251
00:11:01,083 --> 00:11:02,833
Oh, I just don't know.
252
00:11:02,833 --> 00:11:05,750
Well, actually, this is
going to be a demonstration
253
00:11:05,750 --> 00:11:09,125
of an exciting new technology
called Neogenics.
254
00:11:09,125 --> 00:11:11,125
[Flash]
No contest, bookworm.
255
00:11:11,125 --> 00:11:13,458
Liz and I have
some partying to do.
256
00:11:13,458 --> 00:11:15,083
Whoa! Ooh!
257
00:11:15,083 --> 00:11:16,458
-[Flash laughing]
-[Liz] See you around, Peter.
258
00:11:16,458 --> 00:11:18,583
-But-- But--
-[Liz laughing]
259
00:11:18,583 --> 00:11:21,125
[Taina] This is pitiful,
Spider-Man.
260
00:11:21,125 --> 00:11:23,333
You really let him
get away with that?
261
00:11:23,333 --> 00:11:27,000
Hey, I wasn't quite as strong
back then as I am now.
262
00:11:27,000 --> 00:11:30,458
[Doctor Octopus]
The long and irritating saga
263
00:11:30,458 --> 00:11:33,458
of Spider-Man is about to end.
264
00:11:33,458 --> 00:11:39,291
He will meet defeat
at the hands
of my new Octobot.
265
00:11:39,291 --> 00:11:42,125
Its arms
are powerful, agile,
266
00:11:42,125 --> 00:11:45,083
and controlled
by my very thoughts.
267
00:11:45,083 --> 00:11:47,291
Two octopi
for the price of one.
268
00:11:49,291 --> 00:11:51,750
So did you go
to the demonstration?
269
00:11:51,750 --> 00:11:53,333
Oh, I went all right.
270
00:11:53,333 --> 00:11:55,625
It was
at Empire State University.
271
00:11:55,625 --> 00:11:58,458
It was being given
by a famous professor.
272
00:11:58,458 --> 00:12:00,875
Wow, Professor Stillwell.
273
00:12:00,875 --> 00:12:03,250
Can you actually
harness radioactivity
274
00:12:03,250 --> 00:12:05,500
for genetic experiments
with this device?
275
00:12:05,500 --> 00:12:07,583
Of course. I'll demonstrate.
276
00:12:07,583 --> 00:12:09,250
[Spider-Man]
But unbeknownst to us,
277
00:12:09,250 --> 00:12:11,000
just as he activated
the device,
278
00:12:11,000 --> 00:12:13,416
a small spider
dropped down right in the path
279
00:12:13,416 --> 00:12:15,416
of the radioactive blast.
280
00:12:15,416 --> 00:12:17,333
[thinking]
Ouch! It bit me!
281
00:12:17,333 --> 00:12:18,958
Why is it glowing that way?
282
00:12:18,958 --> 00:12:20,333
Is it radioactive?
283
00:12:20,333 --> 00:12:23,000
I feel so strange.
284
00:12:23,000 --> 00:12:25,708
Yikes!
Did you go to the hospital?
285
00:12:25,708 --> 00:12:29,416
No, I probably should have,
but I didn't know what to do.
286
00:12:29,416 --> 00:12:30,958
What's the matter, Parker?
287
00:12:30,958 --> 00:12:33,708
Did our little demonstration
upset you?
288
00:12:33,708 --> 00:12:35,333
[laughter]
289
00:12:35,333 --> 00:12:37,458
[Spider-Man]
I ran out as fast as I could.
290
00:12:37,458 --> 00:12:39,375
[thinking]
What's happening to me?!
291
00:12:39,375 --> 00:12:41,291
I've been poisoned
by that spider!
292
00:12:41,291 --> 00:12:44,875
I'm turning
into a spider myself!
293
00:12:49,250 --> 00:12:51,458
Oh, dear! A spider?
294
00:12:51,458 --> 00:12:54,291
Aunt May, it's me! Peter!
295
00:12:54,291 --> 00:12:57,000
Oh! I hate spiders!
296
00:12:57,000 --> 00:12:58,125
[Peter]
Can't you hear me?!
297
00:12:58,125 --> 00:13:00,416
I know how to get rid of you!
298
00:13:00,416 --> 00:13:02,458
Noooo!
299
00:13:02,458 --> 00:13:04,708
[screaming]
300
00:13:10,416 --> 00:13:12,708
Where-- Where am I?
301
00:13:17,333 --> 00:13:19,166
[gasps, screams]
302
00:13:20,958 --> 00:13:23,083
-[frightened shouts]
-Hey!
303
00:13:24,500 --> 00:13:25,500
[gunfire]
304
00:13:28,500 --> 00:13:29,875
No!
305
00:13:29,875 --> 00:13:31,416
You don't understand!
306
00:13:34,708 --> 00:13:36,708
[sighs]
307
00:13:36,708 --> 00:13:40,333
[Spider-Man]
It was just a dream,
a hallucination.
308
00:13:40,333 --> 00:13:42,458
But my head
was still throbbing,
309
00:13:42,458 --> 00:13:45,458
so much so that
I didn't notice
a car coming right at me.
310
00:13:45,458 --> 00:13:48,166
-[horn honking]
-I jumped out of the way.
311
00:13:48,166 --> 00:13:50,250
I'm sticking to the wall!
312
00:13:50,250 --> 00:13:52,458
I can climb straight up!
313
00:13:52,458 --> 00:13:54,500
[Spider-Man]
Somehow, when that
radioactive spider bit me,
314
00:13:54,500 --> 00:13:57,625
it must have transferred
its powers to me.
315
00:13:57,625 --> 00:14:00,250
I gained
a whole new equilibrium,
316
00:14:00,250 --> 00:14:01,875
the agility of a spider.
317
00:14:01,875 --> 00:14:04,000
The strength, too.
318
00:14:04,000 --> 00:14:08,208
And a spider's craving
for dark corners
and new heights.
319
00:14:08,208 --> 00:14:10,166
[Taina] Too cool.
320
00:14:10,166 --> 00:14:12,333
Is that spider still around?
321
00:14:12,333 --> 00:14:14,208
No, and it's just as well.
322
00:14:14,208 --> 00:14:17,708
That spider
also caused me a lot of grief.
323
00:14:17,708 --> 00:14:19,083
[Kingpin] Impressive.
324
00:14:19,083 --> 00:14:21,083
Is that all you have to say?
325
00:14:21,083 --> 00:14:24,708
I shall reserve further
judgment until I see results.
326
00:14:24,708 --> 00:14:26,375
And you shall see them soon.
327
00:14:26,375 --> 00:14:28,583
With a spider-seeker
to ride it,
328
00:14:28,583 --> 00:14:32,375
my Octobot will
find and crush Spider-Man
329
00:14:32,375 --> 00:14:33,833
and anything else in its way.
330
00:14:36,875 --> 00:14:38,583
[Taina]
When that spider bit you,
331
00:14:38,583 --> 00:14:40,625
did it give you power
to make webs, too?
332
00:14:40,625 --> 00:14:42,708
No. I did that myself.
333
00:14:42,708 --> 00:14:46,458
I make web fluid and store it
in small pressurized containers
334
00:14:46,458 --> 00:14:48,500
that load into
these web-shooters I built.
335
00:14:48,500 --> 00:14:51,875
Wow! You must be super smart
to think this stuff up.
336
00:14:51,875 --> 00:14:53,458
I think when I was bitten,
337
00:14:53,458 --> 00:14:55,875
the spider passed
on an instinctive knowledge
338
00:14:55,875 --> 00:14:57,458
of how to combine enzymes
339
00:14:57,458 --> 00:14:59,583
to make this strong,
sticky webbing.
340
00:14:59,583 --> 00:15:01,708
The trigger
is this sensitive electrode
341
00:15:01,708 --> 00:15:03,833
located here, in my palm.
342
00:15:03,833 --> 00:15:06,583
It requires exact pressure
from these two fingers,
343
00:15:06,583 --> 00:15:08,291
so that I don't
accidently activate it
344
00:15:08,291 --> 00:15:10,333
when I make a fist
or grab something.
345
00:15:10,333 --> 00:15:11,875
By adjusting pressure
at the nozzle,
346
00:15:11,875 --> 00:15:14,583
I can fire
a thin, strong web line.
347
00:15:14,583 --> 00:15:16,833
See?
Or a fine wide spread.
348
00:15:26,875 --> 00:15:29,708
This is great.
Think they'll let me keep it?
349
00:15:29,708 --> 00:15:32,291
[Spider-Man] I'm sorry,
but like real spider-webbing,
350
00:15:32,291 --> 00:15:33,750
it's biodegradable.
351
00:15:33,750 --> 00:15:36,083
It dissolves
in about an hour or so.
352
00:15:36,083 --> 00:15:38,625
No wonder I've never
been able to find any.
353
00:15:38,625 --> 00:15:41,208
So you made your web-shooter
and then went out
354
00:15:41,208 --> 00:15:43,708
and started catching
bad guys, right?
355
00:15:43,708 --> 00:15:45,208
Not exactly.
356
00:15:45,208 --> 00:15:46,875
First, I tried show biz.
357
00:15:46,875 --> 00:15:48,333
Show biz?
358
00:15:48,333 --> 00:15:50,250
[Spider-Man] Yeah.
359
00:15:50,250 --> 00:15:52,583
I made this very costume
so I wouldn't be recognized,
360
00:15:52,583 --> 00:15:54,833
and I went
on a television show.
361
00:15:54,833 --> 00:15:57,000
[gasping and cheering]
362
00:15:57,000 --> 00:15:58,958
Even though
I was wearing my costume,
363
00:15:58,958 --> 00:16:00,875
I felt like I was showing off
to all those creeps
364
00:16:00,875 --> 00:16:03,583
in my high school
who thought I was just a nerd.
365
00:16:03,583 --> 00:16:07,583
Then I met an agent
who made me
an offer I couldn't refuse.
366
00:16:17,458 --> 00:16:19,125
[man] Hey! Help!
367
00:16:19,125 --> 00:16:20,583
Grab him!
Don't let him get away!
368
00:16:20,583 --> 00:16:22,833
Hey, sorry, pal.
I'm a wrestler, not a cop.
369
00:16:22,833 --> 00:16:25,000
I figured,
why should I get involved?
370
00:16:25,000 --> 00:16:26,500
All I cared about
back then
371
00:16:26,500 --> 00:16:29,416
was taking care
of number one-- me.
372
00:16:31,708 --> 00:16:32,875
The police were
at Aunt May's.
373
00:16:34,166 --> 00:16:36,000
Aunt May, where's Uncle Ben?
374
00:16:36,000 --> 00:16:37,125
What's happened?!
375
00:16:37,125 --> 00:16:38,708
I have bad news for you, son.
376
00:16:38,708 --> 00:16:41,083
Your uncle tried to stop him,
but he was armed.
377
00:16:41,083 --> 00:16:44,208
No. Not Uncle Ben!
Who did this?!
378
00:16:44,208 --> 00:16:46,000
The punk who did this
has been chased to a warehouse.
379
00:16:46,000 --> 00:16:47,708
We'll get him.
380
00:16:47,708 --> 00:16:51,000
[Peter] Whoever it is,
I want him first.
381
00:16:51,000 --> 00:16:53,833
And nothing's going
to stop Spider-Man.
382
00:17:04,708 --> 00:17:06,583
No. Not you!
383
00:17:06,583 --> 00:17:08,250
[Spider-Man] It was
the crook from the arena,
384
00:17:08,250 --> 00:17:10,208
the one I should have stopped.
385
00:17:10,208 --> 00:17:13,000
I've never forgiven myself
for letting my Uncle Ben down.
386
00:17:13,000 --> 00:17:14,708
I had no idea.
387
00:17:14,708 --> 00:17:16,750
And now I've done
something just as bad.
388
00:17:16,750 --> 00:17:18,500
You heard
about that medical building.
389
00:17:18,500 --> 00:17:19,875
That was an accident.
390
00:17:19,875 --> 00:17:22,208
You'll be more careful
next time.
391
00:17:22,208 --> 00:17:24,125
There won't be
a next time, Taina.
392
00:17:24,125 --> 00:17:26,416
I'm not going
to be Spider-Man anymore.
393
00:17:26,416 --> 00:17:28,875
No! You can't quit!
394
00:17:28,875 --> 00:17:30,375
Just be more careful.
395
00:17:30,375 --> 00:17:31,375
You can do that.
396
00:17:31,375 --> 00:17:32,875
You can do anything.
397
00:17:32,875 --> 00:17:34,750
I wish I could do anything,
398
00:17:34,750 --> 00:17:38,500
like rebuild the medical center
or cure people's diseases.
399
00:17:38,500 --> 00:17:40,375
I wish you could, too.
400
00:17:40,375 --> 00:17:44,000
But you can't quit just
because you did one bad thing.
401
00:17:44,000 --> 00:17:46,208
You never quit.
That's why you're my hero.
402
00:17:46,208 --> 00:17:49,500
It's the hard choices
I'm always having to make.
403
00:17:49,500 --> 00:17:51,708
I just can't handle it anymore.
404
00:17:51,708 --> 00:17:53,833
You're not going now, are you?
405
00:17:53,833 --> 00:17:55,583
No, I just need
to clear my head,
406
00:17:55,583 --> 00:17:56,708
do some web-slinging.
407
00:17:56,708 --> 00:17:58,500
Not without me, you're not.
408
00:17:58,500 --> 00:18:00,000
No, Taina, I couldn't.
409
00:18:00,000 --> 00:18:01,750
Please?
410
00:18:01,750 --> 00:18:04,583
Just once I'd like to see
the world like you see it.
411
00:18:04,583 --> 00:18:06,583
Just once, before...
412
00:18:06,583 --> 00:18:09,208
Oh, all right.
I suppose it won't hurt
413
00:18:09,208 --> 00:18:11,083
for you to come
along on a quick trip.
414
00:18:11,083 --> 00:18:12,750
But you have to dress warmly.
415
00:18:12,750 --> 00:18:14,458
[Taina] All right!
416
00:18:14,458 --> 00:18:17,708
[dramatic music]
417
00:18:34,875 --> 00:18:37,458
Wow!
I'm 100 stories high!
418
00:18:43,708 --> 00:18:45,708
[spider-seeker beeping]
419
00:18:48,875 --> 00:18:50,708
[Spider-Man] Hang on!
420
00:18:50,708 --> 00:18:52,708
[beeping]
421
00:19:01,625 --> 00:19:04,583
Now, my pet, go to your prey.
422
00:19:06,583 --> 00:19:08,125
[Spider-Man] I want
to show you something.
423
00:19:08,125 --> 00:19:11,000
Remember I told you
about my spider agility?
424
00:19:11,000 --> 00:19:12,000
Watch this.
425
00:19:15,375 --> 00:19:16,708
♪ Ta-da! ♪
426
00:19:18,375 --> 00:19:19,875
-[tingling]
-Spider-sense?
427
00:19:19,875 --> 00:19:22,625
Ock's tentacles
moving by themselves?
428
00:19:24,083 --> 00:19:25,416
Taina, hide.
429
00:19:29,208 --> 00:19:32,375
[groaning]
430
00:19:32,375 --> 00:19:35,833
Do you like my newest design,
Spider-Man?
431
00:19:35,833 --> 00:19:39,291
Autonomous
telepathic tentacles.
432
00:19:39,291 --> 00:19:41,958
I call it the Octobot.
433
00:19:41,958 --> 00:19:43,125
What's the matter, Ock?
434
00:19:43,125 --> 00:19:44,500
Afraid to face me alone?
435
00:19:44,500 --> 00:19:46,708
You had to call
in second stringers?
436
00:19:46,708 --> 00:19:48,625
You brought a little friend.
437
00:19:48,625 --> 00:19:50,125
Where is she?
438
00:19:50,125 --> 00:19:52,500
Let's just make this
one-on-one, okay?
439
00:19:52,500 --> 00:19:54,000
Delighted.
440
00:19:54,000 --> 00:19:55,458
Crush him!
441
00:19:55,458 --> 00:19:57,416
[grunts]
Did he say telepathic?
442
00:19:57,416 --> 00:19:59,416
As in controlled
by his thoughts?
443
00:19:59,416 --> 00:20:01,875
[grunts]
It's too much for me, Doc.
444
00:20:01,875 --> 00:20:04,250
Did you steal this
from Pingree, too?
445
00:20:04,250 --> 00:20:05,708
Pingree?
446
00:20:05,708 --> 00:20:07,250
He had nothing to do with this!
447
00:20:07,250 --> 00:20:09,166
-Nothing!
-[thinking] It's working.
448
00:20:09,166 --> 00:20:11,500
He's losing his concentration.
They're loosening.
449
00:20:11,500 --> 00:20:13,416
Nobody gives me my due!
450
00:20:13,416 --> 00:20:14,583
I'll give you your due!
451
00:20:14,583 --> 00:20:15,583
What?!
452
00:20:17,500 --> 00:20:18,583
[screaming]
453
00:20:21,875 --> 00:20:23,833
You never learn, do you?
454
00:20:23,833 --> 00:20:26,625
On the contrary,
I've learned a great deal
455
00:20:26,625 --> 00:20:28,250
from our encounters.
456
00:20:28,250 --> 00:20:30,375
Sleep well, Spider-Man.
457
00:20:30,375 --> 00:20:33,875
It's your reward
for underestimating my power.
458
00:20:33,875 --> 00:20:37,208
This time, you lose.
459
00:20:42,083 --> 00:20:43,583
Spider-Man! On, no!
460
00:20:46,083 --> 00:20:49,166
[upbeat rock music]
461
00:20:51,000 --> 00:20:55,083
♪ Spider-Man, Spider-Man ♪
462
00:20:55,083 --> 00:20:58,583
♪ Radioactive Spider-Man ♪
463
00:21:07,166 --> 00:21:09,375
♪ Spider blood, spider blood ♪
464
00:21:09,375 --> 00:21:11,000
♪ Radioactive spider blood ♪
465
00:21:11,000 --> 00:21:12,000
♪ Spider blood ♪
466
00:21:12,000 --> 00:21:13,416
♪ Spider blood ♪
467
00:21:13,416 --> 00:21:14,458
♪ Spider-Man ♪
33149
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