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00:00:01,875 --> 00:00:02,875
[narrator]
Previously onSpider-Man.
2
00:00:02,875 --> 00:00:04,291
[Spider-Man] Doc Ock?
3
00:00:04,291 --> 00:00:05,708
You're not getting
away this time!
4
00:00:05,708 --> 00:00:07,250
[Doctor Octopus]
It's going to explode!
5
00:00:07,250 --> 00:00:09,458
The medical lab!
It'll take years to replace!
6
00:00:09,458 --> 00:00:12,083
[Spider-Man] How could I
have been so irresponsible?
7
00:00:12,083 --> 00:00:14,000
[Jonah]
I'm gonna use all my resources
8
00:00:14,000 --> 00:00:16,333
to ruin Spider-Man for this.
9
00:00:16,333 --> 00:00:18,750
If you see Spider-Man,
give him this fan letter.
10
00:00:18,750 --> 00:00:20,416
[Peter] "Dear, Mr. Robertson,
could you please ask him
11
00:00:20,416 --> 00:00:22,125
to come and visit
our little daughter?
12
00:00:22,125 --> 00:00:23,708
She's his biggest fan--"
Yeah, yeah.
13
00:00:23,708 --> 00:00:25,583
My life as Spider-Man is over.
14
00:00:25,583 --> 00:00:27,625
[Madame Web]
You are wrong, Mr. Parker.
15
00:00:27,625 --> 00:00:30,625
You are about to embark
on a period of training
16
00:00:30,625 --> 00:00:33,416
for a mission I require of you.
17
00:00:33,416 --> 00:00:36,416
And you must have
the faith of a child.
18
00:00:36,416 --> 00:00:38,000
Spider-Man!
19
00:00:38,000 --> 00:00:39,333
I'm not going
to be Spider-Man anymore.
20
00:00:39,333 --> 00:00:40,583
You never quit.
21
00:00:40,583 --> 00:00:42,000
I need to do
some web-slinging.
22
00:00:42,000 --> 00:00:43,291
Not without me, you're not!
23
00:00:43,291 --> 00:00:46,458
[dramatic music]
24
00:00:48,083 --> 00:00:50,291
[Spider-Man]
Taina, hide!
25
00:00:50,291 --> 00:00:52,250
I call it the Octobot!
26
00:00:52,250 --> 00:00:53,875
You never learn, do you?
27
00:00:53,875 --> 00:00:57,208
-On the contrary.
-Spider-Man, oh, no!
28
00:00:57,208 --> 00:00:58,875
This time, you lose!
29
00:01:00,291 --> 00:01:03,208
[upbeat rock music]
30
00:01:09,583 --> 00:01:11,583
♪ Spider-Man ♪
31
00:01:11,583 --> 00:01:13,833
♪ Spider-Man ♪
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00:01:13,833 --> 00:01:17,416
♪ Radioactive Spider-Man ♪
33
00:01:17,416 --> 00:01:19,583
♪ Spider-Man ♪
34
00:01:19,583 --> 00:01:21,458
♪ Spider-Man ♪
35
00:01:21,458 --> 00:01:25,875
♪ Radioactive Spider-Man ♪
36
00:01:25,875 --> 00:01:27,583
♪ Spider-Man ♪
37
00:01:27,583 --> 00:01:29,458
♪ Spider-Man ♪
38
00:01:29,458 --> 00:01:33,708
♪ Radioactive Spider-Man ♪
39
00:01:40,000 --> 00:01:42,000
♪ Spider blood
Spider blood ♪
40
00:01:42,000 --> 00:01:44,000
♪ Radioactive spider blood ♪
41
00:01:44,000 --> 00:01:46,083
♪ Spider blood
Spider blood ♪
42
00:01:46,083 --> 00:01:48,125
♪ Radioactive spider blood ♪
43
00:01:50,708 --> 00:01:51,875
[explosions booming]
44
00:01:53,416 --> 00:01:55,000
[growling]
45
00:01:56,125 --> 00:01:57,166
♪ Spider-Man ♪
46
00:01:57,166 --> 00:01:58,291
♪ Spider-Man ♪
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[dramatic music]
48
00:02:05,708 --> 00:02:09,333
My dear Spider-Man,
it's too bad
49
00:02:09,333 --> 00:02:12,875
the effect of the knockout gas
is only transient,
50
00:02:12,875 --> 00:02:14,875
but it will give me the time
51
00:02:14,875 --> 00:02:18,583
to reassert my control
over the Octobot.
52
00:02:18,583 --> 00:02:23,000
Then I will find
a more permanent solution
53
00:02:23,000 --> 00:02:25,000
to my spider problem.
54
00:02:25,000 --> 00:02:26,750
Spider-Man, wake up!
55
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[dramatic music]
56
00:02:43,000 --> 00:02:44,875
Do you see?
57
00:02:44,875 --> 00:02:46,833
This is my newest weapon,
58
00:02:46,833 --> 00:02:49,875
and you will help me
perfect it.
59
00:02:51,250 --> 00:02:55,000
[Spider-Man groaning]
60
00:02:55,000 --> 00:02:56,000
[gasps]
61
00:02:57,416 --> 00:02:58,875
-[snapping]
-Good!
62
00:02:58,875 --> 00:03:01,708
My neuro-neutralizer ray
63
00:03:01,708 --> 00:03:04,250
has inhibited
your synaptic responses.
64
00:03:04,250 --> 00:03:08,125
Now, I finally have
the chance to find out
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00:03:08,125 --> 00:03:11,083
who you are behind that mask.
66
00:03:15,291 --> 00:03:16,625
Octavius!
67
00:03:19,083 --> 00:03:22,708
I trust our plans
for acquiring
the argon matrix laser
68
00:03:22,708 --> 00:03:24,750
are proceeding
according to schedule.
69
00:03:24,750 --> 00:03:27,125
I have encountered one delay,
70
00:03:27,125 --> 00:03:30,875
the outcome of which
may be to your liking.
71
00:03:32,083 --> 00:03:34,250
Spider-Man?
72
00:03:34,250 --> 00:03:38,166
Yes, I have succeeded
in reformatting
Spider-Man's brain.
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00:03:38,166 --> 00:03:39,875
Brilliant, Octavius.
74
00:03:39,875 --> 00:03:43,000
Spider-Man shall spend
the rest of his days
75
00:03:43,000 --> 00:03:46,166
in service to the Kingpin.
76
00:03:46,166 --> 00:03:47,833
Don't be too sure.
77
00:03:47,833 --> 00:03:49,125
[Spider-Man groans]
78
00:03:49,125 --> 00:03:52,000
-Where am I?
-So, Spider-Man,
79
00:03:52,000 --> 00:03:54,416
how is your head, huh?
80
00:03:54,416 --> 00:03:56,333
[Spider-Man]
Are you talking to me?
81
00:03:56,333 --> 00:03:58,625
-Who are you?
-You don't know me?
82
00:03:58,625 --> 00:04:01,000
No, I'm sorry.
I'm a little confused.
83
00:04:01,000 --> 00:04:02,875
That's to be expected.
84
00:04:02,875 --> 00:04:07,000
You were accidentally injured
when my neural neutralizer
85
00:04:07,000 --> 00:04:09,833
suffered
an interphase misalignment.
86
00:04:09,833 --> 00:04:11,625
Neuro-neutralizer?
87
00:04:11,625 --> 00:04:16,833
It is a memory-voiding device
to use in our next crime.
88
00:04:16,833 --> 00:04:19,708
-Our next crime?
-Of course.
89
00:04:19,708 --> 00:04:21,625
You mean to tell me
that I'm a criminal?
90
00:04:21,625 --> 00:04:24,458
You're wearing a mask,
aren't you?
91
00:04:24,458 --> 00:04:26,375
Perhaps you should remove it.
92
00:04:26,375 --> 00:04:28,291
It might make you
think clearer.
93
00:04:28,291 --> 00:04:29,833
-[spider-sense tingling]
-Whoa, something's wrong.
94
00:04:29,833 --> 00:04:33,291
-No, I'll keep it on.
-As you wish.
95
00:04:33,291 --> 00:04:35,416
Who exactly are you, anyway?
96
00:04:35,416 --> 00:04:40,000
A scientist devoted to
the betterment of all mankind.
97
00:04:40,000 --> 00:04:42,583
But I have many enemies
98
00:04:42,583 --> 00:04:46,208
who try to keep me
from the resources I need.
99
00:04:46,208 --> 00:04:48,875
You recognize
the importance of my work.
100
00:04:48,875 --> 00:04:50,708
If only I could remember.
101
00:04:50,708 --> 00:04:54,458
[groaning] I want to,
but it makes my head hurt.
102
00:04:54,458 --> 00:04:58,750
Allow me to fill
in the details for you.
103
00:04:58,750 --> 00:05:01,333
[dramatic music]
104
00:05:05,583 --> 00:05:08,083
[Taina] Excuse me, miss,
you've got to help me!
105
00:05:08,083 --> 00:05:10,166
[woman] I'm sorry, little girl,
but the movie's just starting.
106
00:05:12,000 --> 00:05:14,083
Out awful late,
aren't we, little lady?
107
00:05:14,083 --> 00:05:15,625
You can help me!
108
00:05:15,625 --> 00:05:17,416
We have to get Spider-Man
out of the secret lab!
109
00:05:17,416 --> 00:05:19,583
Why, sure,
of course I'll help.
110
00:05:19,583 --> 00:05:22,125
Right after we get
you home to your parents.
111
00:05:22,125 --> 00:05:25,125
-[groaning]
-You seem troubled, my friend.
112
00:05:25,125 --> 00:05:27,000
I'd like to know
what's going on here.
113
00:05:27,000 --> 00:05:29,875
I just can't believe
I'm who you say I am.
114
00:05:29,875 --> 00:05:33,416
Since there is
nothing I can say
that will persuade you,
115
00:05:33,416 --> 00:05:36,833
perhaps this is
the proof you seek.
116
00:05:36,833 --> 00:05:40,583
It's time
we stopped Spider-Man.
117
00:05:40,583 --> 00:05:42,458
He's a blight upon humanity!
118
00:05:42,458 --> 00:05:44,875
Okay, okay,
you convinced me.
119
00:05:44,875 --> 00:05:46,958
I must be some piece of work
120
00:05:46,958 --> 00:05:48,958
for that guy to hate me
so much.
121
00:05:48,958 --> 00:05:50,000
...as I speak.
122
00:05:50,000 --> 00:05:51,375
You must trust me.
123
00:05:51,375 --> 00:05:54,000
Now rest, my friend.
124
00:05:54,000 --> 00:05:56,458
We have a long night
ahead of us.
125
00:05:56,458 --> 00:05:58,958
[thinking]
He seems to make sense,
but I don't know.
126
00:05:58,958 --> 00:06:00,708
Why did I have
that weird feeling
127
00:06:00,708 --> 00:06:02,333
when he reached for my mask?
128
00:06:02,333 --> 00:06:04,583
Who's under this mask anyway?
129
00:06:04,583 --> 00:06:06,583
Maybe if I knew.
130
00:06:06,583 --> 00:06:08,375
I don't recognize the face.
131
00:06:08,375 --> 00:06:09,750
I don't know who I am.
132
00:06:09,750 --> 00:06:11,416
Is there anybody who does?
133
00:06:11,416 --> 00:06:12,833
[Aunt May]
Peter must be awfully busy
134
00:06:12,833 --> 00:06:15,291
to have missed dinner
with us tonight.
135
00:06:15,291 --> 00:06:16,833
He probably got
caught up at work
136
00:06:16,833 --> 00:06:18,708
and forgot
about our dinner plans.
137
00:06:18,708 --> 00:06:21,625
You know Peter,
his memory's the worst.
138
00:06:21,625 --> 00:06:24,125
-So are his manners.
-Shh, Aunt Anna!
139
00:06:24,125 --> 00:06:26,333
I hope he's okay.
140
00:06:26,333 --> 00:06:28,166
[officer]
She won't say where she lives.
141
00:06:28,166 --> 00:06:30,333
She only talks
about Spider-Man.
142
00:06:30,333 --> 00:06:32,583
[Mousie, Jamaican accent]
Officers, arrest this man!
143
00:06:32,583 --> 00:06:34,333
Another deadbeat,
huh, Mousie?
144
00:06:34,333 --> 00:06:35,875
Don't you know it.
145
00:06:35,875 --> 00:06:39,583
I show him to try
to ride in my cab for free!
146
00:06:39,583 --> 00:06:42,083
Hey! [grunting]
147
00:06:42,083 --> 00:06:43,583
Nice moves, Mousie.
148
00:06:43,583 --> 00:06:46,000
In the words
of the immortal James Brown,
149
00:06:46,000 --> 00:06:50,208
"I don't know karate,
but I know ka-razy."
150
00:06:50,208 --> 00:06:51,250
[gasps]
151
00:06:58,750 --> 00:07:02,333
Hmm! No good,
fare-jumpin' so-and-so.
152
00:07:04,208 --> 00:07:05,500
[gasps]
153
00:07:05,500 --> 00:07:07,708
[brakes screech]
154
00:07:07,708 --> 00:07:09,458
Get out of there, girl!
155
00:07:09,458 --> 00:07:12,166
Nobody steals
a ride in Mousie cab.
156
00:07:12,166 --> 00:07:13,583
I'm not stealing.
157
00:07:13,583 --> 00:07:15,208
I'm trying to get help
for Spider-Man.
158
00:07:15,208 --> 00:07:16,750
Ooh, little girl,
you must think
159
00:07:16,750 --> 00:07:19,333
I just rolled
off the coconut wagon.
160
00:07:19,333 --> 00:07:21,958
I do admire your creativity.
161
00:07:21,958 --> 00:07:24,125
For that,
you get a free ride home.
162
00:07:24,125 --> 00:07:26,250
[Taina] Why won't
anyone listen to me?!
163
00:07:26,250 --> 00:07:27,625
Just because
I'm eight years old,
164
00:07:27,625 --> 00:07:29,000
doesn't mean I'm lying!
165
00:07:29,000 --> 00:07:30,458
[brakes screech]
166
00:07:30,458 --> 00:07:32,375
Of course, it don't, girl.
167
00:07:32,375 --> 00:07:35,958
All de same,
that's a pretty wild story.
168
00:07:35,958 --> 00:07:37,958
Spider-Man's really in trouble!
169
00:07:37,958 --> 00:07:39,958
He'd help you
if you were in trouble.
170
00:07:39,958 --> 00:07:41,458
Hold it right there, girlie.
171
00:07:41,458 --> 00:07:44,125
I know what kind of man he is.
172
00:07:44,125 --> 00:07:46,625
[dramatic music]
173
00:07:50,250 --> 00:07:53,250
He once rescued me
from a mugger.
174
00:07:53,250 --> 00:07:56,000
I'd hate to think what would
have happened to the Mouse
175
00:07:56,000 --> 00:07:58,583
if Spider-Man hadn't
been there for me.
176
00:07:58,583 --> 00:08:01,000
But Dr. Octopus
wiped out his memory,
177
00:08:01,000 --> 00:08:03,458
so Spider-Man's not here
anymore for anybody.
178
00:08:03,458 --> 00:08:05,708
You have to help!
You owe him one!
179
00:08:05,708 --> 00:08:08,458
Don't you be telling me
what I owe, girl.
180
00:08:08,458 --> 00:08:09,833
[Taina]
If you don't believe me,
181
00:08:09,833 --> 00:08:11,625
I'll just find
somebody who will.
182
00:08:11,625 --> 00:08:14,458
Now, I didn't say nothing
about not believing ya.
183
00:08:14,458 --> 00:08:17,208
Sit over there
and fasten your seat belt.
184
00:08:17,208 --> 00:08:18,750
[tires screech]
185
00:08:20,583 --> 00:08:22,000
[Taina] I know it's one
of these buildings.
186
00:08:25,166 --> 00:08:26,833
That's them! That's them!
187
00:08:26,833 --> 00:08:28,000
So it is.
188
00:08:28,000 --> 00:08:29,000
You were right.
189
00:08:32,333 --> 00:08:36,625
Well, partner, this casing
for the argon matrix laser
190
00:08:36,625 --> 00:08:39,208
requires a rare metal alloy,
191
00:08:39,208 --> 00:08:43,416
one that we must liberate
from the Wellington Foundry.
192
00:08:43,416 --> 00:08:46,500
The security staff
here is a virtual army,
193
00:08:46,500 --> 00:08:48,833
but it should prove no match
194
00:08:48,833 --> 00:08:52,291
for the combined might of
Doctor Octopus and Spider-Man.
195
00:08:53,708 --> 00:08:55,583
Follow my instructions
to the letter.
196
00:08:55,583 --> 00:08:57,625
Your timing must be precise.
197
00:08:57,625 --> 00:08:58,958
[Spider-Man] Sure thing, Ock,
old buddy.
198
00:09:03,625 --> 00:09:04,833
[Taina]
There's Spider-Man!
199
00:09:04,833 --> 00:09:06,833
This don't look good, girl.
200
00:09:06,833 --> 00:09:08,208
Taina, wait!
201
00:09:15,875 --> 00:09:17,875
[guard]
Whatever you are, freeze!
202
00:09:17,875 --> 00:09:20,750
Did you say squeeze?
203
00:09:20,750 --> 00:09:22,583
[guards screaming]
204
00:09:32,583 --> 00:09:34,250
Break-in at sector five!
205
00:09:34,250 --> 00:09:35,833
Send in the robot tanks!
206
00:09:58,708 --> 00:10:00,333
[Spider-Man]
Ock's scheme is brilliant.
207
00:10:00,333 --> 00:10:01,500
While he distracts them,
208
00:10:01,500 --> 00:10:03,375
I'm free to sneak in unnoticed.
209
00:10:03,375 --> 00:10:05,291
All I have to do is
avoid the alarms.
210
00:10:13,750 --> 00:10:16,500
-[laser blasts]
-[explosions]
211
00:10:18,625 --> 00:10:20,625
[gasps]
212
00:10:20,625 --> 00:10:22,416
Where you think
you're going, girl?
213
00:10:22,416 --> 00:10:23,958
I'm gonna help Spider-Man!
214
00:10:35,708 --> 00:10:37,416
[Spider-Man]
Ock said to stay
above the floor
215
00:10:37,416 --> 00:10:39,125
to avoid their sensor beams.
216
00:10:39,125 --> 00:10:43,250
Now, where would they keep
their precious alloys?
217
00:10:43,250 --> 00:10:44,958
[laughing]
218
00:10:46,750 --> 00:10:48,000
Aha!
219
00:10:55,000 --> 00:10:58,375
This is the alloy,
but how did I know that?
220
00:10:58,375 --> 00:11:00,083
And why do I feel so guilty?
221
00:11:00,083 --> 00:11:02,250
-Spider-Man, don't!
-A little girl.
222
00:11:02,250 --> 00:11:03,625
What's she doing here?
223
00:11:03,625 --> 00:11:05,833
[alarm blaring]
224
00:11:05,833 --> 00:11:08,000
So much for sneaking
in unnoticed.
225
00:11:10,250 --> 00:11:11,333
Another break-in!
226
00:11:11,333 --> 00:11:13,208
Sector 10! Disengage battle!
227
00:11:13,208 --> 00:11:15,500
-[tingling]
-That strange feeling again.
228
00:11:17,208 --> 00:11:18,833
Quick, you have
to get out of here!
229
00:11:18,833 --> 00:11:21,291
-But, Spider-Man--
-You heard the man!
230
00:11:21,291 --> 00:11:22,291
Go, girl, go!
231
00:11:27,458 --> 00:11:29,000
[guns clicking]
232
00:11:29,000 --> 00:11:30,416
Just one of those weapons
233
00:11:30,416 --> 00:11:31,875
could turn me
into spider-paste!
234
00:11:34,833 --> 00:11:36,583
Hello, boys.
235
00:11:36,583 --> 00:11:38,458
So, maybe you're wondering
why I called this meeting.
236
00:11:38,458 --> 00:11:39,583
[explosion]
237
00:11:47,208 --> 00:11:48,208
[groaning]
238
00:11:49,583 --> 00:11:51,458
I believe this is mine!
239
00:11:51,458 --> 00:11:53,583
[Mousie] Time we be doing
the hustle, too, girl.
240
00:11:53,583 --> 00:11:56,333
Come, Spider-Man,
our work here is finished.
241
00:12:04,875 --> 00:12:07,291
The Spider-Man hasturned bad.
242
00:12:07,291 --> 00:12:09,416
Yes, but it's not his fault!
243
00:12:09,416 --> 00:12:11,250
[Mousie] This is
a much bigger problem
244
00:12:11,250 --> 00:12:12,583
than de Mouse thought.
245
00:12:12,583 --> 00:12:13,875
-[siren]
-[Taina] Maybe we need help.
246
00:12:15,708 --> 00:12:18,166
The robbery?
What do you know about that?
247
00:12:18,166 --> 00:12:21,125
-We saw the whole thing.
-Oh, really?
248
00:12:21,125 --> 00:12:23,416
Do you expect
a serious news organization
249
00:12:23,416 --> 00:12:27,500
to rely on a little girl
and a cabbie
as reliable sources?
250
00:12:27,500 --> 00:12:29,000
It's true, mon.
251
00:12:29,000 --> 00:12:31,125
It was the Spider-Man
and de Octopus.
252
00:12:31,125 --> 00:12:34,000
De Octopus got Spider-Man
working for him.
253
00:12:34,000 --> 00:12:37,000
Spider-Man and Doctor Octopus?
254
00:12:37,000 --> 00:12:41,625
Maybe you should sit down
and tell me everything.
255
00:12:41,625 --> 00:12:43,291
Spider-Man is innocent.
256
00:12:43,291 --> 00:12:45,333
He doesn't remember who he is.
257
00:12:45,333 --> 00:12:47,208
A J3 exclusive.
258
00:12:47,208 --> 00:12:50,000
Very reliable sources
259
00:12:50,000 --> 00:12:55,000
tell me Spider-Man has joined
forces with Doctor Octopus
260
00:12:55,000 --> 00:12:57,166
to form a crime duo
261
00:12:57,166 --> 00:12:59,125
that might possibly
be invincible.
262
00:12:59,125 --> 00:13:02,166
-This is terrible!
-Oh, my goodness!
263
00:13:02,166 --> 00:13:05,416
I hope Peter isn't trying
to get pictures of Spider-Man.
264
00:13:05,416 --> 00:13:08,250
That boy is so self-centered
and uncaring.
265
00:13:08,250 --> 00:13:10,250
Aunt Anna, hush.
266
00:13:10,250 --> 00:13:12,416
Mary Jane,
I don't want you involved
267
00:13:12,416 --> 00:13:14,375
with Peter Parker anymore.
268
00:13:14,375 --> 00:13:16,875
[Jonah] And I believe
this is the beginning
269
00:13:16,875 --> 00:13:18,583
of a Spider-Man crime spree,
270
00:13:18,583 --> 00:13:21,458
the likes
of which we've never known.
271
00:13:21,458 --> 00:13:24,708
Spider-Man must be stopped!
272
00:13:24,708 --> 00:13:27,625
-Why, that double-crossin'--
-[click]
273
00:13:27,625 --> 00:13:29,125
He's going to get Spidey hurt!
274
00:13:29,125 --> 00:13:31,416
Not if we get
to Spider-Man first!
275
00:13:31,416 --> 00:13:34,333
Every cabbie in the city
owes de Spider-Man
276
00:13:34,333 --> 00:13:35,458
one way or de other.
277
00:13:35,458 --> 00:13:37,875
It's time for some payback.
278
00:13:37,875 --> 00:13:40,000
Yo, Vinnie.
This is da Mouse calling.
279
00:13:40,000 --> 00:13:43,166
I got a tourist here wants
to find da Spider-Man.
280
00:13:43,166 --> 00:13:46,708
Yeah, well, I'm running
a cab company, not a tour bus.
281
00:13:46,708 --> 00:13:50,000
[Mousie] The guy say
he willing to pay double.
282
00:13:50,000 --> 00:13:52,166
Oh. Why didn't ya say so?
283
00:13:52,166 --> 00:13:54,125
I'll get every cabbie
in the city on it.
284
00:13:54,125 --> 00:13:55,583
[dramatic music]
285
00:13:58,958 --> 00:14:02,208
This is Deepak.
I am not believing
what I am seeing.
286
00:14:02,208 --> 00:14:06,375
Strange vehicle, looks
like Spider-Man is driving!
287
00:14:06,375 --> 00:14:07,875
Yeah, man!
288
00:14:07,875 --> 00:14:11,500
That big old love bus
is trucking uptown!
289
00:14:13,125 --> 00:14:15,583
-[Madame Web] Remember.
-[gasps]
290
00:14:17,000 --> 00:14:18,166
[Doctor Octopus]
What is wrong with you?
291
00:14:19,583 --> 00:14:21,708
Don't you remember
how to drive?
292
00:14:21,708 --> 00:14:23,333
[Spider-Man]
What am I seeing?
293
00:14:23,333 --> 00:14:25,458
Who was that woman?
Am I going crazy?
294
00:14:25,458 --> 00:14:28,125
Come in, Mousie.
Keiji here.
295
00:14:28,125 --> 00:14:30,708
I just lost them near
the south end of Central Park.
296
00:14:30,708 --> 00:14:33,125
[Mousie] Not to worry.
We'll pick it up from here.
297
00:14:33,125 --> 00:14:34,500
[car horn honking]
298
00:14:37,625 --> 00:14:38,958
There they go!
299
00:14:40,833 --> 00:14:42,125
We got them now, girl!
300
00:14:57,125 --> 00:15:01,833
At last, the argon matrix laser
is within my grasp.
301
00:15:05,000 --> 00:15:06,000
[guard] Freeze!
302
00:15:09,708 --> 00:15:10,708
[groaning]
303
00:15:11,750 --> 00:15:13,875
[grunting]
304
00:15:13,875 --> 00:15:15,708
Spider-Man, stop!
305
00:15:15,708 --> 00:15:17,375
You don't know
what you're doing.
306
00:15:17,375 --> 00:15:19,416
Doc Ock is messing
with your head!
307
00:15:19,416 --> 00:15:21,458
You! You were at the foundry.
308
00:15:21,458 --> 00:15:23,083
Who are you?
309
00:15:23,083 --> 00:15:25,875
I'm your friend.
You must remember.
310
00:15:25,875 --> 00:15:27,708
Remember...
311
00:15:27,708 --> 00:15:29,291
What have I done?
312
00:15:29,291 --> 00:15:31,166
Yeah, yeah,
I don't need fan mail.
313
00:15:31,166 --> 00:15:33,458
[Taina]
Spider-Man, is this a dream?
314
00:15:33,458 --> 00:15:36,208
[groaning] My head!
315
00:15:36,208 --> 00:15:37,708
[Doctor Octopus]
What are you doing here?!
316
00:15:37,708 --> 00:15:39,708
I will not tolerate
interference!
317
00:15:39,708 --> 00:15:41,083
Get rid of them!
318
00:15:41,083 --> 00:15:43,958
Run, child, run,
and don't look back!
319
00:15:43,958 --> 00:15:45,875
[groaning]
320
00:15:50,625 --> 00:15:52,708
Why does
she keep following me?
321
00:15:52,708 --> 00:15:54,708
What is she trying to tell me?
322
00:15:54,708 --> 00:15:56,000
[Doctor Octopus]
Did you find the little girl?
323
00:15:56,000 --> 00:15:58,000
[Spider-Man]
No, she got away.
324
00:15:58,000 --> 00:16:00,458
Quickly, we must
go back to the lab.
325
00:16:01,583 --> 00:16:04,416
[dramatic music]
326
00:16:09,583 --> 00:16:11,833
S.O.S.! Mayday!
Cabbie in trouble!
327
00:16:11,833 --> 00:16:13,333
I need help, andale!
328
00:16:15,000 --> 00:16:19,375
At last, my creation
and I are reunited.
329
00:16:20,875 --> 00:16:22,416
How about a little more air?
330
00:16:22,416 --> 00:16:24,708
That little girl,
who is she anyway?
331
00:16:24,708 --> 00:16:26,625
You must remember Taina.
332
00:16:26,625 --> 00:16:28,458
She thinks the world of you.
333
00:16:28,458 --> 00:16:30,458
You cannot let her down.
334
00:16:30,458 --> 00:16:32,708
Think! Concentrate!
335
00:16:32,708 --> 00:16:34,416
Wow!
336
00:16:34,416 --> 00:16:38,208
I make web fluid that load
into these web-shooters.
337
00:16:38,208 --> 00:16:41,833
All I cared about back then was
taking care of number one-- me.
338
00:16:41,833 --> 00:16:44,458
I must mount
the argon-matrix laser
339
00:16:44,458 --> 00:16:46,583
on my Octobot immediately.
340
00:16:46,583 --> 00:16:49,291
-What should we do with her?
-She is of no value.
341
00:16:49,291 --> 00:16:51,583
Get rid of her, now!
342
00:16:51,583 --> 00:16:53,333
[Mousie]
You can't do this!
343
00:16:53,333 --> 00:16:55,333
That little girl
believes in you!
344
00:16:55,333 --> 00:16:56,958
I don't know what to believe.
345
00:16:56,958 --> 00:16:59,625
-Believe in yourself.
-How?
346
00:16:59,625 --> 00:17:03,458
Find de part of you deep
inside that feels true.
347
00:17:03,458 --> 00:17:05,416
If you can remember anything,
348
00:17:05,416 --> 00:17:09,000
try to remember
Taina's love for you.
349
00:17:09,000 --> 00:17:10,708
All these images.
350
00:17:10,708 --> 00:17:12,458
It feels like I want
to remember them,
351
00:17:12,458 --> 00:17:15,000
but then my head
starts throbbing.
352
00:17:15,000 --> 00:17:17,500
I thought I told you
to get rid of her!
353
00:17:17,500 --> 00:17:19,458
Must I do everything myself?
354
00:17:20,958 --> 00:17:22,500
[cabbies] Whoa! Whoa!
355
00:17:24,083 --> 00:17:25,375
[screaming]
356
00:17:25,375 --> 00:17:26,416
Unh!
357
00:17:26,416 --> 00:17:28,083
Thanks.
358
00:17:28,083 --> 00:17:29,458
You must remember.
359
00:17:29,458 --> 00:17:31,000
Mousie, are you okay?
360
00:17:31,000 --> 00:17:32,625
Of course, I am, girl!
361
00:17:32,625 --> 00:17:34,708
Takes more
than a big, bad fish man
362
00:17:34,708 --> 00:17:36,083
to hurt de old Mousie.
363
00:17:36,083 --> 00:17:37,625
I... know you.
364
00:17:37,625 --> 00:17:39,000
Yes, you do.
365
00:17:41,416 --> 00:17:42,750
I've got to remember.
366
00:17:42,750 --> 00:17:44,750
I must try.
367
00:17:44,750 --> 00:17:45,875
I must.
368
00:17:45,875 --> 00:17:48,166
[groaning]
369
00:17:48,166 --> 00:17:50,458
I'm your greatest fan ever.
370
00:17:50,458 --> 00:17:55,125
And you must have
the faith of a child.
371
00:17:55,125 --> 00:17:56,416
Show biz?
372
00:17:57,625 --> 00:17:58,833
[Spider-Man] Taina?
373
00:17:58,833 --> 00:18:00,000
Spider-Man.
374
00:18:03,458 --> 00:18:05,166
[Spider-Man] I remember!
375
00:18:05,166 --> 00:18:07,125
Then you must remember this:
376
00:18:07,125 --> 00:18:09,291
you will never be rid of me!
377
00:18:14,833 --> 00:18:16,208
Look out, Spider-Man!
378
00:18:16,208 --> 00:18:17,875
-[growling]
-[groaning]
379
00:18:27,625 --> 00:18:31,500
And now, Spider-Man,
say goodbye.
380
00:18:32,625 --> 00:18:33,625
[groans]
381
00:18:33,625 --> 00:18:34,958
Oh!
382
00:18:36,583 --> 00:18:38,166
This is so cool!
383
00:18:39,291 --> 00:18:41,000
No. No!
384
00:18:41,000 --> 00:18:42,750
Mother of mercy!
385
00:18:42,750 --> 00:18:44,750
Is this the end of Octavius,
386
00:18:44,750 --> 00:18:47,458
defeated by a-- a child?
387
00:18:47,458 --> 00:18:48,958
Face it, Ock,
these kids today
388
00:18:48,958 --> 00:18:50,625
just have no respect
for their elders.
389
00:18:59,583 --> 00:19:02,291
Spider-Man,
you really are my hero.
390
00:19:02,291 --> 00:19:04,083
You're the hero, Taina.
391
00:19:04,083 --> 00:19:06,166
You're the bravest little girl
I ever met.
392
00:19:06,166 --> 00:19:08,708
-[horn honks]
-How about a lift home, girl?
393
00:19:08,708 --> 00:19:11,083
-Mind if I give her a ride?
-No problem.
394
00:19:11,083 --> 00:19:12,416
Time to get you home.
395
00:19:12,416 --> 00:19:13,708
Good night, everybody.
396
00:19:13,708 --> 00:19:15,000
-See ya!
-Bye-bye.
397
00:19:15,000 --> 00:19:16,000
[Deepak] Good night!
398
00:19:18,833 --> 00:19:20,458
[Spider-Man] If I ever
imagined our little joyride
399
00:19:20,458 --> 00:19:21,875
could turn into all this,
400
00:19:21,875 --> 00:19:23,416
I certainly never
would have done it.
401
00:19:23,416 --> 00:19:25,208
Are you kidding?
402
00:19:25,208 --> 00:19:28,583
Thanks to you, I had
the greatest night of my life!
403
00:19:28,583 --> 00:19:30,125
I should be thanking you.
404
00:19:30,125 --> 00:19:32,125
You made me believe
in myself again.
405
00:19:32,125 --> 00:19:34,208
If there's anything
you ever want--
406
00:19:34,208 --> 00:19:35,958
There's one thing.
407
00:19:35,958 --> 00:19:38,375
Would you take off
your mask for me?
408
00:19:38,375 --> 00:19:40,458
I want to know
who you really are.
409
00:19:40,458 --> 00:19:42,750
But I-- I can't.
410
00:19:42,750 --> 00:19:45,583
Oh, wait, maybe I can.
411
00:19:45,583 --> 00:19:47,291
For you, Taina.
412
00:19:47,291 --> 00:19:49,708
Wow, you're Peter Parker!
413
00:19:49,708 --> 00:19:51,750
Yes, that's who I am.
414
00:19:51,750 --> 00:19:53,833
That is so cool!
415
00:19:53,833 --> 00:19:55,875
Thank you, Spider-Man--
Peter.
416
00:19:55,875 --> 00:19:58,500
You are the best friend
I ever had.
417
00:19:58,500 --> 00:20:01,208
I was thinking
the same thing about you.
418
00:20:01,208 --> 00:20:03,583
I'll keep your secret
for the rest of my life.
419
00:20:03,583 --> 00:20:05,166
Thanks, Taina. Good night.
420
00:20:06,750 --> 00:20:08,166
It'll sure be good to get home.
421
00:20:08,166 --> 00:20:10,166
Oh, no, not this again!
422
00:20:13,708 --> 00:20:15,500
Madame Web, where am I?
423
00:20:15,500 --> 00:20:18,875
You were lost,
but now you are found,
424
00:20:18,875 --> 00:20:23,416
and it's a good thing, too,
because we have a job to do.
425
00:20:23,416 --> 00:20:26,166
It will be
your greatest challenge.
426
00:20:26,166 --> 00:20:27,875
[Spider-Man] Wait!
427
00:20:27,875 --> 00:20:30,166
What kind of challenge
was she talking about?
428
00:20:30,166 --> 00:20:32,833
Oh, well, I suppose
it doesn't matter.
429
00:20:32,833 --> 00:20:34,708
I do know who I am now,
430
00:20:34,708 --> 00:20:36,708
and I'll be ready,
431
00:20:36,708 --> 00:20:39,166
and it's all because
of the faith of a little girl
432
00:20:39,166 --> 00:20:41,375
who's more of a superhero
than I'll ever be.
433
00:20:45,833 --> 00:20:48,875
[upbeat rock music]
434
00:20:50,750 --> 00:20:54,833
♪ Spider-Man, Spider-Man ♪
435
00:20:54,833 --> 00:20:58,375
♪ Radioactive Spider-Man ♪
436
00:21:06,875 --> 00:21:09,125
♪ Spider blood, spider blood ♪
437
00:21:09,125 --> 00:21:10,750
♪ Radioactive spider blood ♪
438
00:21:10,750 --> 00:21:11,750
♪ Spider blood ♪
439
00:21:11,750 --> 00:21:13,166
♪ Spider blood ♪
440
00:21:13,166 --> 00:21:14,208
♪ Spider-Man ♪
30910
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