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1
00:00:01,708 --> 00:00:03,291
[upbeat rock music]
2
00:00:09,625 --> 00:00:13,875
♪ Spider-Man ♪
3
00:00:13,875 --> 00:00:17,458
♪ Radioactive Spider-Man ♪
4
00:00:17,458 --> 00:00:21,583
♪ Spider-Man ♪
5
00:00:21,583 --> 00:00:25,958
♪ Radioactive Spider-Man ♪
6
00:00:25,958 --> 00:00:27,625
♪ Spider-Man ♪
7
00:00:27,625 --> 00:00:29,458
♪ Spider-Man ♪
8
00:00:29,458 --> 00:00:33,708
♪ Radioactive Spider-Man ♪
9
00:00:40,083 --> 00:00:42,083
♪ Spider blood
Spider blood ♪
10
00:00:42,083 --> 00:00:44,125
♪ Radioactive spider blood ♪
11
00:00:44,125 --> 00:00:46,166
♪ Spider blood
Spider blood ♪
12
00:00:46,166 --> 00:00:48,208
♪ Radioactive spider blood ♪
13
00:00:50,750 --> 00:00:52,000
[explosions booming]
14
00:00:53,458 --> 00:00:55,083
[growling]
15
00:00:56,208 --> 00:00:57,250
♪ Spider-Man ♪
16
00:00:57,250 --> 00:00:58,375
♪ Spider-Man ♪
17
00:01:00,375 --> 00:01:02,708
[dramatic music]
18
00:01:08,375 --> 00:01:09,375
[elevator bell dings]
19
00:01:11,458 --> 00:01:14,375
Hey, Parker,
don't you know these two?
20
00:01:14,375 --> 00:01:15,875
Who are you talking a--
21
00:01:15,875 --> 00:01:19,291
-Harry and Mary Jane, engaged?
-[phone ringing]
22
00:01:19,291 --> 00:01:22,750
Peter, line 12,
it's some kind of emergency.
23
00:01:22,750 --> 00:01:24,250
[Peter, thinking]
Now what?
24
00:01:24,250 --> 00:01:25,375
Something wrong at home?
25
00:01:25,375 --> 00:01:27,458
Hello, Aunt May?
26
00:01:27,458 --> 00:01:31,250
[man] Parker? This is someone
whose life is in your hands.
27
00:01:31,250 --> 00:01:33,958
You must contact Spider-Man
for me immediately.
28
00:01:33,958 --> 00:01:36,000
[Peter] I don't believe it,
it sounds like--
29
00:01:36,000 --> 00:01:39,000
He's the only one who can
rescue me from my employer,
30
00:01:39,000 --> 00:01:41,625
a crime lord
known as the Kingpin.
31
00:01:41,625 --> 00:01:42,625
The Kingpin?
32
00:01:42,625 --> 00:01:44,000
Now, listen carefully.
33
00:01:44,000 --> 00:01:46,416
My name is Alistair Smythe.
34
00:01:46,416 --> 00:01:48,375
I knew
I recognized that voice.
35
00:01:48,375 --> 00:01:51,291
[Alistair] I realize Spider-Man
doesn't owe anything
36
00:01:51,291 --> 00:01:53,333
to someone who's tried
so hard to destroy him.
37
00:01:53,333 --> 00:01:55,000
But if he can help me,
38
00:01:55,000 --> 00:01:59,000
I will guarantee him
Kingpin's head on a platter.
39
00:01:59,000 --> 00:02:02,291
But tell me something, why
would you betray your boss?
40
00:02:02,291 --> 00:02:05,708
[Alistair] Because I think
he's about to betray me.
41
00:02:05,708 --> 00:02:08,291
Tell Spider-Man
to meet me on the roof
42
00:02:08,291 --> 00:02:11,583
of the old Brandon Building,
8:00 P.M. sharp.
43
00:02:11,583 --> 00:02:13,333
I'll have some
interesting data for him.
44
00:02:13,333 --> 00:02:14,416
-Smythe, wait.
-[click]
45
00:02:16,875 --> 00:02:20,750
[Alistair] Some
interesting data indeed.
46
00:02:20,750 --> 00:02:24,125
As you should know, Smythe,
in spite of my size,
47
00:02:24,125 --> 00:02:26,333
I have the agility of a cat.
48
00:02:26,333 --> 00:02:29,333
Too bad you have
the loyalty of a jackal.
49
00:02:31,291 --> 00:02:33,000
[thinking]
What I really wanna do
50
00:02:33,000 --> 00:02:35,458
is talk to MJ
about her engagement to Harry.
51
00:02:35,458 --> 00:02:38,000
So why am I going off
to meet Smythe right now?
52
00:02:38,000 --> 00:02:40,833
Because I also wanna
bring down the Kingpin.
53
00:02:42,291 --> 00:02:44,208
There he is, right on time.
54
00:02:47,875 --> 00:02:49,500
-Huh?
-[tingling]
55
00:02:49,500 --> 00:02:50,500
Uh-oh!
56
00:02:51,958 --> 00:02:54,000
-Rarr!
-Smythe, is that you?!
57
00:02:55,833 --> 00:02:57,166
It's Smythe all right,
58
00:02:57,166 --> 00:02:58,208
but what has he done
to himself?
59
00:02:58,208 --> 00:02:59,708
[groans]
60
00:02:59,708 --> 00:03:03,875
Kingpin has demanded
you must be located,
61
00:03:03,875 --> 00:03:07,833
and then you
must be terminated.
62
00:03:07,833 --> 00:03:08,875
[beeping]
63
00:03:11,250 --> 00:03:12,583
[thinking]
Smythe's become some kind
64
00:03:12,583 --> 00:03:14,708
of Ultimate Spider Slayer.
65
00:03:14,708 --> 00:03:16,458
And that makes me toast.
66
00:03:16,458 --> 00:03:17,875
Yaah!
67
00:03:17,875 --> 00:03:19,166
[Alistair roars]
68
00:03:21,333 --> 00:03:22,333
[lasers firing]
69
00:03:34,458 --> 00:03:35,458
Aaah!
70
00:03:38,208 --> 00:03:39,708
[computer clicking
and beeping]
71
00:03:45,125 --> 00:03:46,250
[grunts]
72
00:03:46,250 --> 00:03:47,458
[groans]
73
00:03:49,333 --> 00:03:50,458
Ohh.
74
00:03:52,625 --> 00:03:53,625
[clicking]
75
00:03:55,416 --> 00:03:56,416
[static]
76
00:03:56,416 --> 00:03:58,083
Blast, what is wrong?
77
00:03:58,083 --> 00:03:59,458
[air howling]
78
00:04:02,333 --> 00:04:03,833
[groaning]
79
00:04:03,833 --> 00:04:05,875
Where-- Where am I?
80
00:04:05,875 --> 00:04:07,458
[Madame Web]
Please get off the floor.
81
00:04:07,458 --> 00:04:09,458
I just dusted it for cobwebs.
82
00:04:09,458 --> 00:04:10,875
[Spider-Man, thinking]
Madame Web.
83
00:04:10,875 --> 00:04:12,458
Oh, not her again.
84
00:04:12,458 --> 00:04:14,750
I'd almost rather
be facing Smythe!
85
00:04:14,750 --> 00:04:16,375
Alistair nearly had him.
86
00:04:16,375 --> 00:04:18,333
-Do something.
-[keyboard clicking]
87
00:04:18,333 --> 00:04:20,250
There, I've got
the visual back.
88
00:04:20,250 --> 00:04:23,208
But Spider-Man was
able to escape.
89
00:04:23,208 --> 00:04:24,625
It seems the new Alistair
90
00:04:24,625 --> 00:04:26,958
is just as disappointing
as the old.
91
00:04:26,958 --> 00:04:29,458
His synapses haven't fully
adjusted to my treatments yet.
92
00:04:29,458 --> 00:04:31,083
I'll bring him back for more.
93
00:04:31,083 --> 00:04:33,375
Let us hope
that is all he requires,
94
00:04:33,375 --> 00:04:37,625
for his sake,
as well as yours, Dr. Landon.
95
00:04:37,625 --> 00:04:40,958
[Madame Web]
Another pathetic effort
like that, Spider-Man,
96
00:04:40,958 --> 00:04:45,708
and even my telekinetic powers
won't be able to save you.
97
00:04:45,708 --> 00:04:47,583
Pathetic?
What more could I have done?
98
00:04:47,583 --> 00:04:49,875
For one thing, you must
stop being distracted
99
00:04:49,875 --> 00:04:51,458
by your romantic dilemmas.
100
00:04:51,458 --> 00:04:53,416
Well, that's easy
for you to say.
101
00:04:53,416 --> 00:04:56,833
But even if I could,
how am I going to beat Smythe?
102
00:04:56,833 --> 00:04:58,500
He's too strong.
103
00:04:58,500 --> 00:05:02,875
It's not how to defeat
your enemies, it's why.
104
00:05:02,875 --> 00:05:05,125
Why do they
want to destroy you?
105
00:05:05,125 --> 00:05:06,708
That's obvious.
106
00:05:06,708 --> 00:05:08,083
Smythe's working for Fisk and--
107
00:05:08,083 --> 00:05:10,291
Your Aunt May
seems intelligent.
108
00:05:10,291 --> 00:05:13,500
So perhaps ignorance doesn't
permeate your family.
109
00:05:13,500 --> 00:05:15,291
Perhaps it's just you.
110
00:05:15,291 --> 00:05:17,625
Hey, I never asked to
come here in the first place.
111
00:05:17,625 --> 00:05:19,625
Then worry about your
little romance elsewhere.
112
00:05:19,625 --> 00:05:21,125
Go, go, go.
113
00:05:21,125 --> 00:05:23,833
And remember,
my confused young man,
114
00:05:23,833 --> 00:05:29,000
it's not the how you must
master, it's the why.
115
00:05:29,000 --> 00:05:31,000
How am I supposed to know
116
00:05:31,000 --> 00:05:32,958
what that busybody
is talking about?
117
00:05:34,083 --> 00:05:35,875
And why should I care?
118
00:05:35,875 --> 00:05:39,833
She's right about one thing
though, I am distracted.
119
00:05:39,833 --> 00:05:41,500
I've gotta talk to Mary Jane.
120
00:05:43,083 --> 00:05:45,708
[elevator whirring]
121
00:05:45,708 --> 00:05:47,291
Welcome back, Smythe.
122
00:05:49,166 --> 00:05:52,000
My dear fellow, it's time
for another treatment.
123
00:05:52,000 --> 00:05:54,750
No more treatments.
124
00:05:54,750 --> 00:05:56,958
You will do as you are told.
125
00:05:56,958 --> 00:05:59,291
Go ahead, try it.
126
00:05:59,291 --> 00:06:00,291
[beeps]
127
00:06:01,583 --> 00:06:03,000
[Landon]
I'm sorry about that.
128
00:06:03,000 --> 00:06:04,708
It's a minor malfunction.
129
00:06:04,708 --> 00:06:06,250
Easily corrected.
130
00:06:06,250 --> 00:06:09,083
The good news is
the fail-safe programming
131
00:06:09,083 --> 00:06:12,000
which prevents Alistair
from harming either of us
132
00:06:12,000 --> 00:06:13,625
is completely intact.
133
00:06:13,625 --> 00:06:15,458
See that it stays that way.
134
00:06:15,458 --> 00:06:17,000
Come with me.
135
00:06:17,000 --> 00:06:19,875
We can discuss
my plans for Smythe.
136
00:06:21,875 --> 00:06:25,125
-[gas hissing]
-[tense music]
137
00:06:28,708 --> 00:06:32,375
[Fisk] We have come to the end
of our long association.
138
00:06:32,375 --> 00:06:35,583
You have failed to keep your
part of our bargain, Smythe.
139
00:06:35,583 --> 00:06:39,458
Your Spider Slayer robots
have been totally ineffective
140
00:06:39,458 --> 00:06:41,375
in destroying Spider-Man.
141
00:06:41,375 --> 00:06:43,958
Even worse, because
of your incompetence
142
00:06:43,958 --> 00:06:47,708
in that Peter Parker affair,
my son is in jail
143
00:06:47,708 --> 00:06:51,250
and Spider-Man now
knows of my existence,
144
00:06:51,250 --> 00:06:53,583
making him more dangerous
than ever.
145
00:06:53,583 --> 00:06:57,708
It is time for me to cut
my losses and make a change.
146
00:06:57,708 --> 00:06:58,750
No!
147
00:07:00,458 --> 00:07:03,500
[Landon] Metal is the way
of the past, Smythe.
148
00:07:03,500 --> 00:07:06,000
Flesh-- mutated, restructured,
149
00:07:06,000 --> 00:07:09,250
and enhanced--
holds the key to the future.
150
00:07:09,250 --> 00:07:12,583
And even though
I'll be replacing you
151
00:07:12,583 --> 00:07:14,500
as the Kingpin's lieutenant,
152
00:07:14,500 --> 00:07:17,708
there'll still be a place
for you in the organization.
153
00:07:17,708 --> 00:07:22,083
A new and improved version
of you, that is.
154
00:07:24,250 --> 00:07:28,208
Where you once failed,
you'll finally succeed.
155
00:07:28,208 --> 00:07:31,000
[dramatic music]
156
00:07:35,583 --> 00:07:37,208
[whirs]
157
00:07:37,208 --> 00:07:42,625
Ah, everything has turned
out just as I wished.
158
00:07:42,625 --> 00:07:45,500
Dr. Landon,
you are sure he no longer
159
00:07:45,500 --> 00:07:48,125
has any feelings
or will of his own?
160
00:07:48,125 --> 00:07:51,458
None whatsoever.
He's the humanoid
equivalent of a robot.
161
00:07:51,458 --> 00:07:53,458
How ironic.
162
00:07:53,458 --> 00:07:59,166
Spencer Smythe loved robots,
and now his son has become one.
163
00:07:59,166 --> 00:08:02,000
[Spencer] It'll be just your
size when it's finished.
164
00:08:02,000 --> 00:08:03,875
Is that why
you're working for Osborn?
165
00:08:03,875 --> 00:08:05,708
Alistair, I'd do
anything to help you.
166
00:08:05,708 --> 00:08:07,000
Remember our deal?
167
00:08:07,000 --> 00:08:09,583
No spider splat,
no hover chair.
168
00:08:09,583 --> 00:08:10,583
All right.
169
00:08:13,125 --> 00:08:14,125
My father.
170
00:08:14,125 --> 00:08:17,125
[explosion]
171
00:08:17,125 --> 00:08:20,083
[dramatic music]
172
00:08:29,375 --> 00:08:31,333
[alarm blaring]
173
00:08:31,333 --> 00:08:33,958
Hey, freak,
get back in your cage!
174
00:08:35,875 --> 00:08:37,000
Aaah!
175
00:08:41,208 --> 00:08:42,708
Stay back! He's too strong!
176
00:08:45,458 --> 00:08:47,625
[Landon] Stop!
I command you to stop!
177
00:08:49,833 --> 00:08:52,708
The humanoid equivalent
of a robot, eh?
178
00:08:54,458 --> 00:08:57,625
[May] You must be so
happy for Mary Jane, Anna.
179
00:08:57,625 --> 00:08:59,500
Oh, I am.
180
00:08:59,500 --> 00:09:02,833
Harry is such
a nice, responsible boy.
181
00:09:02,833 --> 00:09:05,208
Still, it's sad.
182
00:09:05,208 --> 00:09:07,000
What is?
183
00:09:07,000 --> 00:09:10,375
I had always hoped Mary Jane
would settle on Peter.
184
00:09:10,375 --> 00:09:12,416
Pardon my frankness, May,
185
00:09:12,416 --> 00:09:15,291
but Peter never
was there for her.
186
00:09:15,291 --> 00:09:16,583
He's always running around--
187
00:09:16,583 --> 00:09:17,583
Aunt May, I'm late.
188
00:09:17,583 --> 00:09:19,166
I've gotta get dressed
189
00:09:19,166 --> 00:09:20,500
for that press conference
at Oscorp Towers.
190
00:09:20,500 --> 00:09:21,500
Oh.
191
00:09:21,500 --> 00:09:22,708
Hello, Mrs. Watson.
192
00:09:22,708 --> 00:09:24,958
Oh, hello, Peter.
193
00:09:24,958 --> 00:09:27,708
Did you say you were
going to Oscorp Towers?
194
00:09:27,708 --> 00:09:31,708
Well, Mary Jane's going
to be there with Harry.
195
00:09:31,708 --> 00:09:33,958
Did you know they've
announced their engagement?
196
00:09:33,958 --> 00:09:35,750
Uh, yeah.
197
00:09:35,750 --> 00:09:37,625
I saw the picture in the paper.
198
00:09:37,625 --> 00:09:40,375
[ominous music]
199
00:09:42,291 --> 00:09:45,708
:New target: Norman Osborn.
200
00:09:45,708 --> 00:09:48,000
Objective: Revenge"?
201
00:09:48,000 --> 00:09:49,583
Landon, what is going on?
202
00:09:49,583 --> 00:09:52,458
Alistair is apparently
accessing his memories
203
00:09:52,458 --> 00:09:54,958
in order to reprogram himself.
204
00:09:54,958 --> 00:09:56,458
Fascinating.
205
00:09:56,458 --> 00:09:58,583
That is not
the word I would use.
206
00:09:58,583 --> 00:10:01,708
[computer] Current
location of Norman Osborn,
207
00:10:01,708 --> 00:10:02,750
Oscorp Towers.
208
00:10:02,750 --> 00:10:06,708
Probability, 95.37%
209
00:10:06,708 --> 00:10:08,625
This is a disaster.
210
00:10:08,625 --> 00:10:11,000
Osborn and I have
resolved our differences,
211
00:10:11,000 --> 00:10:14,333
and his resources
are important to me.
212
00:10:14,333 --> 00:10:17,250
Reprogram Smythe immediately!
213
00:10:17,250 --> 00:10:18,583
[static]
214
00:10:18,583 --> 00:10:20,000
I can't!
215
00:10:20,000 --> 00:10:22,083
He's just terminated
our connection!
216
00:10:24,708 --> 00:10:26,208
[Jonah]
You sure know how to keep
217
00:10:26,208 --> 00:10:28,583
the Oscorp stockholders
happy, Norman.
218
00:10:28,583 --> 00:10:29,875
According to your
press release,
219
00:10:29,875 --> 00:10:31,333
this subway car
is just the first
220
00:10:31,333 --> 00:10:34,000
of dozens
of defense conversion projects.
221
00:10:34,000 --> 00:10:35,750
It's a big step, Jonah.
222
00:10:35,750 --> 00:10:37,750
That's why I wanted
a major press event
223
00:10:37,750 --> 00:10:38,958
to announce the contracts.
224
00:10:38,958 --> 00:10:40,500
Take lots of pictures, Parker.
225
00:10:40,500 --> 00:10:43,583
This could be
a multi-billion dollar deal.
226
00:10:43,583 --> 00:10:44,583
[Peter] Yes, Mr. Jameson.
227
00:10:48,291 --> 00:10:51,166
-Hello, tiger.
-Mary Jane.
228
00:10:51,166 --> 00:10:53,000
I guess you heard
the big news already huh?
229
00:10:53,000 --> 00:10:55,208
Uh, yeah.
230
00:10:55,208 --> 00:10:57,000
I was a little surprised.
231
00:10:57,000 --> 00:11:00,000
I wanted to tell you myself,
but Harry let the word out.
232
00:11:00,000 --> 00:11:03,208
Oh, sometimes
he's so impetuous,
233
00:11:03,208 --> 00:11:04,833
like a kid
on Christmas morning.
234
00:11:04,833 --> 00:11:06,583
I'm very happy for you.
235
00:11:06,583 --> 00:11:09,000
Actually, that's a lie.
236
00:11:09,000 --> 00:11:10,875
What I wanna ask is--
237
00:11:10,875 --> 00:11:11,875
Why Harry?
238
00:11:13,625 --> 00:11:18,875
Listen, Peter, all my life,
men have let me down.
239
00:11:18,875 --> 00:11:20,500
Harry's different though.
240
00:11:20,500 --> 00:11:22,166
He gives me a lot of attention.
241
00:11:22,166 --> 00:11:25,875
He seems like he'll
always be there for me.
242
00:11:25,875 --> 00:11:27,875
But do you love him?
243
00:11:27,875 --> 00:11:31,291
Excuse me, Peter, I promised
Mrs. Peabody Oakhurst Smith
244
00:11:31,291 --> 00:11:34,291
that I'd discuss, uh, wedding
gown designers with her.
245
00:11:34,291 --> 00:11:36,125
She'll be crushed if I don't.
246
00:11:36,125 --> 00:11:39,125
[thinking]
No. I didn't think so.
247
00:11:39,125 --> 00:11:41,708
[ominous music]
248
00:11:41,708 --> 00:11:43,291
[Norman]
Ladies and gentlemen,
249
00:11:43,291 --> 00:11:45,416
I have an important
announcement to make.
250
00:11:45,416 --> 00:11:48,083
But first, I'd like
to congratulate my son Harry
251
00:11:48,083 --> 00:11:52,583
and my future daughter-in-law
Mary Jane Watson.
252
00:11:52,583 --> 00:11:54,291
As you saw in today's paper,
253
00:11:54,291 --> 00:11:56,291
they've just announced
their engagement.
254
00:11:56,291 --> 00:11:58,250
[crowd applauds]
255
00:11:58,250 --> 00:12:00,708
[ominous music]
256
00:12:03,458 --> 00:12:04,958
- Now--
- Spider-sense!
257
00:12:04,958 --> 00:12:06,708
Danger!
258
00:12:06,708 --> 00:12:08,708
-[explosion]
-[crowd screams]
259
00:12:08,708 --> 00:12:10,000
[Harry]
Dad, what's going on?!
260
00:12:13,000 --> 00:12:14,000
[woman] Oh, my gosh!
261
00:12:18,583 --> 00:12:20,708
[computer]
Norman Osborn located.
262
00:12:20,708 --> 00:12:22,416
Norman Osborn.
263
00:12:22,416 --> 00:12:24,458
[Harry] What does
that-- that thing want?!
264
00:12:24,458 --> 00:12:27,750
Objective: Revenge.
265
00:12:31,500 --> 00:12:33,000
[people screaming]
266
00:12:34,833 --> 00:12:36,125
No!
267
00:12:36,125 --> 00:12:39,166
-Norman Osborn!
-Put me down!
268
00:12:40,458 --> 00:12:42,708
-[lasers firing]
-Put me down!
269
00:12:42,708 --> 00:12:44,375
First me, now Osborn?
270
00:12:48,166 --> 00:12:49,708
[groans]
271
00:12:53,458 --> 00:12:55,625
Isn't there any way
to stop him?
272
00:12:55,625 --> 00:12:57,708
I've already sent
the retrieval unit.
273
00:13:01,291 --> 00:13:05,291
[pilot]
Retrieval Unit to Kingpin,
we have visual contact.
274
00:13:05,291 --> 00:13:06,583
Dad!
275
00:13:06,583 --> 00:13:09,000
Harry, stay back!
276
00:13:09,000 --> 00:13:12,833
Retrieval Unit,
we have some unexpected guests.
277
00:13:12,833 --> 00:13:15,708
Make sure they do not
see where they are going.
278
00:13:15,708 --> 00:13:18,375
[hissing]
279
00:13:20,416 --> 00:13:22,875
Mary Jane, Harry, no!
280
00:13:24,000 --> 00:13:25,000
Bingo!
281
00:13:26,000 --> 00:13:28,583
[dramatic music]
282
00:13:36,875 --> 00:13:38,291
Take Smythe to the lab.
283
00:13:38,291 --> 00:13:40,375
Lock them up.
284
00:13:44,375 --> 00:13:46,458
Please accept
my humble apologies
285
00:13:46,458 --> 00:13:49,416
for the inconvenience, Osborn.
286
00:13:49,416 --> 00:13:50,875
Inconvenience?
287
00:13:50,875 --> 00:13:52,500
There's an understatement.
288
00:13:52,500 --> 00:13:54,708
Fisk, what in the world
did you do to Smythe?
289
00:13:54,708 --> 00:13:57,500
A misstep in the furtherance
of science.
290
00:13:57,500 --> 00:14:00,166
Had I known he held you
responsible
291
00:14:00,166 --> 00:14:01,625
for his father's
disappearance, I--
292
00:14:01,625 --> 00:14:04,208
Me?! It was your men
who caused the explosion
293
00:14:04,208 --> 00:14:05,958
at his father's lab!
294
00:14:05,958 --> 00:14:08,583
Smythe should be going
after your throat, not mine!
295
00:14:08,583 --> 00:14:10,875
It's your fault
he lost his father!
296
00:14:10,875 --> 00:14:14,291
Ah, but Spencer Smythe
is not lost.
297
00:14:14,291 --> 00:14:15,291
What?!
298
00:14:16,875 --> 00:14:20,416
Somehow, he survived
the explosion of your factory.
299
00:14:20,416 --> 00:14:22,375
[explosion]
300
00:14:22,375 --> 00:14:24,416
I found him amid the wreckage.
301
00:14:24,416 --> 00:14:27,416
I knew he would be
unwilling to work for me.
302
00:14:27,416 --> 00:14:32,708
But all the same, a genius
is a terrible thing to waste.
303
00:14:32,708 --> 00:14:36,875
So I put him
into cryogenic suspension.
304
00:14:36,875 --> 00:14:39,708
And when I told Alistair
that Spider-Man
was responsible
305
00:14:39,708 --> 00:14:42,458
for his father's disappearance,
306
00:14:42,458 --> 00:14:45,375
I gained a younger genius
and one willing to share
307
00:14:45,375 --> 00:14:48,000
a valuable robotic
technology for nothing
308
00:14:48,000 --> 00:14:52,000
but the promise of revenge.
309
00:14:52,000 --> 00:14:54,291
That's unbelievable.
310
00:14:54,291 --> 00:14:57,291
-Where is Spencer Smythe now?
-[click]
311
00:14:57,291 --> 00:15:01,083
In the same cryogenic unit
that he has always occupied.
312
00:15:01,083 --> 00:15:04,458
In this building.
Five floors down.
313
00:15:04,458 --> 00:15:07,750
[whispering] Hey,
check out the unauthorized
ceiling ornament.
314
00:15:07,750 --> 00:15:09,208
-[tingling]
-Uh-oh!
315
00:15:10,833 --> 00:15:12,000
Spider-Man!
316
00:15:12,000 --> 00:15:14,000
At last, I have him!
317
00:15:16,083 --> 00:15:17,083
-[grunting]
-Hey!
318
00:15:18,583 --> 00:15:20,875
Landon, reactivate Alistair
319
00:15:20,875 --> 00:15:23,750
and give him the new
hover-chair you created.
320
00:15:23,750 --> 00:15:25,416
But I haven't finished
reprogramming!
321
00:15:25,416 --> 00:15:27,458
Do it now!
322
00:15:27,458 --> 00:15:29,083
[ominous music]
323
00:15:33,166 --> 00:15:34,166
Oh!
324
00:15:50,208 --> 00:15:53,250
Looks like Alistair
got a good deal
on his trade-in.
325
00:15:55,000 --> 00:15:56,583
[grunting]
326
00:15:56,583 --> 00:15:59,333
Now he's even more
agile than I am!
327
00:15:59,333 --> 00:16:01,000
How am I...
Wait a minute.
328
00:16:01,000 --> 00:16:02,958
What was it Madame Web said?
329
00:16:02,958 --> 00:16:07,958
It's not the how you must
master, it's the why.
330
00:16:07,958 --> 00:16:10,625
Well, I know how Alistair
is whipping my hide,
331
00:16:10,625 --> 00:16:14,083
but better still,
now I know why.
332
00:16:16,833 --> 00:16:19,000
Alistair, don't!
333
00:16:19,000 --> 00:16:21,500
I can help you
find your father!
334
00:16:21,500 --> 00:16:23,750
My father?
335
00:16:23,750 --> 00:16:25,291
Alistair, he's lying!
336
00:16:25,291 --> 00:16:26,833
I'll show you who's lying!
337
00:16:26,833 --> 00:16:28,875
Spider-Man!
338
00:16:32,875 --> 00:16:36,000
[Alistair]
My father lives?
339
00:16:36,000 --> 00:16:37,458
Kingpin's holding your father
340
00:16:37,458 --> 00:16:40,416
in cryogenic suspension
five floors down.
341
00:16:40,416 --> 00:16:43,000
Alistair, what I did
was for the best.
342
00:16:46,083 --> 00:16:48,083
[Landon] Don't worry, Kingpin,
Alistair's programming
343
00:16:48,083 --> 00:16:49,583
prevents him from harming you,
344
00:16:49,583 --> 00:16:52,166
regardless of what
you did to his father.
345
00:16:54,375 --> 00:16:55,500
You see?
346
00:16:57,458 --> 00:16:59,625
Aaaah!
347
00:16:59,625 --> 00:17:00,875
Oof!
348
00:17:00,875 --> 00:17:03,458
Take me on, if you dare.
349
00:17:03,458 --> 00:17:04,875
[growling]
350
00:17:04,875 --> 00:17:05,875
[grunting]
351
00:17:06,958 --> 00:17:07,958
[groaning]
352
00:17:09,458 --> 00:17:11,000
Osborn, why don't we let
353
00:17:11,000 --> 00:17:13,083
these two boys talk
this over alone?
354
00:17:13,083 --> 00:17:14,625
[Norman]
Huh? But, but--
355
00:17:14,625 --> 00:17:16,208
[Mary Jane] We've got
to get out of here.
356
00:17:16,208 --> 00:17:18,291
Did you see those guards?
They're serious.
357
00:17:18,291 --> 00:17:22,000
Of course they're serious,
and we have to be, too.
358
00:17:22,000 --> 00:17:25,458
This is the real world,
Harry, not some game
359
00:17:25,458 --> 00:17:27,333
where your dad
makes all the rules.
360
00:17:27,333 --> 00:17:29,375
Well, what do you
want me to do?
361
00:17:29,375 --> 00:17:31,625
I don't know.
But something.
362
00:17:31,625 --> 00:17:32,708
Come with us.
363
00:17:32,708 --> 00:17:34,083
Okay, okay.
364
00:17:34,083 --> 00:17:36,000
It's not okay with me!
365
00:17:36,000 --> 00:17:37,291
[guard] Hey, you, stop!
366
00:17:38,583 --> 00:17:40,000
[grunting]
367
00:17:40,000 --> 00:17:41,875
[Spider-Man]
A winning combination.
368
00:17:41,875 --> 00:17:44,416
Scarlett O'Hara's eyes
and Bruce Lee's moves.
369
00:17:44,416 --> 00:17:46,583
I think you're ready
for the big time.
370
00:17:46,583 --> 00:17:48,250
Gee, thanks, Spider-Man.
371
00:17:48,250 --> 00:17:51,000
You could probably handle
a leading role yourself.
372
00:17:51,000 --> 00:17:52,750
I knew I could count on you.
373
00:17:52,750 --> 00:17:54,250
Of course, son.
374
00:17:54,250 --> 00:17:55,875
I wouldn't let
anything happen to you.
375
00:17:55,875 --> 00:17:57,333
-Not now or ever.
-[explosions]
376
00:17:57,333 --> 00:17:58,500
[gasps]
377
00:18:00,083 --> 00:18:02,208
That's enough for me!
Let's go!
378
00:18:03,458 --> 00:18:05,708
[Kingpin grunts]
379
00:18:05,708 --> 00:18:07,458
Spider-Man!
380
00:18:07,458 --> 00:18:09,750
We've had enough of you.
381
00:18:09,750 --> 00:18:11,291
[Spider-Man]
Hold on, Mary Jane.
382
00:18:11,291 --> 00:18:14,250
In the last few minutes,
things have changed.
383
00:18:14,250 --> 00:18:16,708
They have indeed.
384
00:18:16,708 --> 00:18:20,125
[Spider-Man] Remember, take
the elevator five floors down.
385
00:18:20,125 --> 00:18:23,250
Yes, I will remember.
386
00:18:23,250 --> 00:18:25,458
[explosions]
387
00:18:25,458 --> 00:18:27,458
[Spider-Man] Okay,
now let's get out of here!
388
00:18:32,500 --> 00:18:33,500
[Mary Jane screams]
389
00:18:43,083 --> 00:18:45,083
Kingpin, you're alive!
390
00:18:45,083 --> 00:18:48,125
Not for long if we waste
any more time here.
391
00:18:48,125 --> 00:18:49,125
But what about Smythe?
392
00:18:49,125 --> 00:18:51,583
Forget Smythe!
393
00:18:51,583 --> 00:18:54,083
[dramatic music]
394
00:18:58,000 --> 00:18:59,000
Father?
395
00:19:00,333 --> 00:19:03,125
It's Alistair,
Father, your son.
396
00:19:03,125 --> 00:19:07,291
Dad, will you please
tell me what's going on?
397
00:19:07,291 --> 00:19:09,375
Harry, you don't look well.
398
00:19:09,375 --> 00:19:10,708
Let's call a cab.
[whistles]
399
00:19:10,708 --> 00:19:12,458
Hey, over here!
400
00:19:12,458 --> 00:19:15,250
[Harry]
Oh, do I have a headache.
401
00:19:21,416 --> 00:19:23,500
Harry, I'll call you later.
402
00:19:23,500 --> 00:19:26,208
I-- I need to clear my head.
403
00:19:26,208 --> 00:19:27,708
Wh-- What?!
404
00:19:27,708 --> 00:19:29,583
But-- But, Mary Jane,
you can't--
405
00:19:29,583 --> 00:19:32,125
[Mary Jane] Care to take me
for a spin, Spider-Man?
406
00:19:32,125 --> 00:19:35,291
-I need some air.
-Uh, sure.
407
00:19:40,291 --> 00:19:41,833
Wow!
408
00:19:41,833 --> 00:19:44,625
I would say that pretty much
did the trick.
409
00:19:44,625 --> 00:19:46,250
Well, that's
how it works for me, too.
410
00:19:46,250 --> 00:19:47,875
I don't know
why I'm telling you this,
411
00:19:47,875 --> 00:19:50,583
but back there,
I suddenly realized
412
00:19:50,583 --> 00:19:52,416
that even though
I was really scared
413
00:19:52,416 --> 00:19:55,708
and concerned for Harry,
it was as if I was worried
414
00:19:55,708 --> 00:19:57,125
about a little brother.
415
00:19:57,125 --> 00:19:59,250
Don't get me wrong, I love him,
416
00:19:59,250 --> 00:20:00,875
but it's not the kind of love
417
00:20:00,875 --> 00:20:02,833
I should have
for a future husband.
418
00:20:02,833 --> 00:20:04,875
Besides, I think
there's someone else
419
00:20:04,875 --> 00:20:06,833
I'm really in love with.
420
00:20:06,833 --> 00:20:09,833
And all along, I've been trying
to convince myself I wasn't.
421
00:20:09,833 --> 00:20:11,125
Really?
422
00:20:11,125 --> 00:20:13,000
And who might that be?
423
00:20:13,000 --> 00:20:14,500
Hey, there's a cabstand.
424
00:20:14,500 --> 00:20:15,708
You can put me down there.
425
00:20:18,250 --> 00:20:20,000
We've gotta do this
again sometime.
426
00:20:21,333 --> 00:20:23,458
Good night, Spider-Man.
427
00:20:23,458 --> 00:20:25,625
[Spider-Man]
So long, Mary Jane.
428
00:20:25,625 --> 00:20:28,083
And I hope Peter Parker
is the lucky guy you're after.
429
00:20:29,208 --> 00:20:31,208
[ominous music]
430
00:20:31,208 --> 00:20:34,708
[Alistair] Soon you will wake,
Father, and then,
431
00:20:34,708 --> 00:20:37,583
for all the crimes
committed against us,
432
00:20:37,583 --> 00:20:41,958
you and I shall reek
a terrible revenge.
433
00:20:45,708 --> 00:20:48,833
[upbeat rock music]
434
00:20:50,708 --> 00:20:54,708
♪ Spider-Man, Spider-Man ♪
435
00:20:54,708 --> 00:20:58,291
♪ Radioactive Spider-Man ♪
436
00:21:06,833 --> 00:21:09,000
♪ Spider blood,
spider blood ♪
437
00:21:09,000 --> 00:21:10,708
♪ Radioactive spider blood ♪
438
00:21:10,708 --> 00:21:11,708
♪ Spider blood ♪
439
00:21:11,708 --> 00:21:13,083
♪ Spider blood ♪
440
00:21:13,083 --> 00:21:14,125
♪ Spider-Man ♪
30759
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