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1
00:00:01,750 --> 00:00:03,000
[narrator]
Previously on Spider-Man.
2
00:00:03,000 --> 00:00:04,291
Cletus Kasady, come out now!
3
00:00:04,291 --> 00:00:06,625
-[Terri screams]
-[Cletus laughs]
4
00:00:07,625 --> 00:00:08,708
Freeze!
5
00:00:08,708 --> 00:00:11,083
When I become Venom once more--
6
00:00:11,083 --> 00:00:13,458
This Venom thing never existed.
7
00:00:13,458 --> 00:00:16,208
-Mordo!
-Yes, Master Dormammu?
8
00:00:16,208 --> 00:00:19,333
[Dormammu] When I ordered
you to retrieve the symbiote,
9
00:00:19,333 --> 00:00:24,958
I did so because it was
about to reproduce, and it has.
10
00:00:24,958 --> 00:00:27,750
There is now another.
11
00:00:27,750 --> 00:00:31,250
-I'll take it!
-It must take you!
12
00:00:31,250 --> 00:00:33,000
Now there is Carnage!
13
00:00:33,000 --> 00:00:35,125
[both groan]
14
00:00:36,625 --> 00:00:38,125
Together again.
15
00:00:38,125 --> 00:00:40,583
-Eddie?
-We are Venom now!
16
00:00:40,583 --> 00:00:45,291
Now, we are poised to obtain
the last piece of the puzzle.
17
00:00:45,291 --> 00:00:48,375
Dormammu sent us to get this.
18
00:00:48,375 --> 00:00:50,708
[Spider-Man]
There's another symbiote?
19
00:00:50,708 --> 00:00:52,875
Eddie, are you going
to fight injustice?
20
00:00:52,875 --> 00:00:54,875
Between the two of us, Dad,
21
00:00:54,875 --> 00:00:57,458
there won't be enough
left of Spider-Man
22
00:00:57,458 --> 00:00:58,875
to fit in a matchbox.
23
00:01:00,125 --> 00:01:03,416
[upbeat rock music]
24
00:01:09,708 --> 00:01:11,708
♪ Spider-Man ♪
25
00:01:11,708 --> 00:01:13,875
♪ Spider-Man ♪
26
00:01:13,875 --> 00:01:17,458
♪ Radioactive Spider-Man ♪
27
00:01:17,458 --> 00:01:19,625
♪ Spider-Man ♪
28
00:01:19,625 --> 00:01:21,583
♪ Spider-Man ♪
29
00:01:21,583 --> 00:01:26,000
♪ Radioactive Spider-Man ♪
30
00:01:26,000 --> 00:01:27,708
♪ Spider-Man ♪
31
00:01:27,708 --> 00:01:29,500
♪ Spider-Man ♪
32
00:01:29,500 --> 00:01:33,875
♪ Radioactive Spider-Man ♪
33
00:01:40,125 --> 00:01:42,125
♪ Spider blood
Spider blood ♪
34
00:01:42,125 --> 00:01:44,125
♪ Radioactive spider blood ♪
35
00:01:44,125 --> 00:01:46,166
♪ Spider blood
Spider blood ♪
36
00:01:46,166 --> 00:01:48,333
♪ Radioactive spider blood ♪
37
00:01:50,750 --> 00:01:52,125
[explosions booming]
38
00:01:53,458 --> 00:01:55,208
[growling]
39
00:01:56,208 --> 00:01:57,250
♪ Spider-Man ♪
40
00:01:57,250 --> 00:01:58,458
♪ Spider-Man ♪
41
00:02:06,708 --> 00:02:11,000
[Carnage cackling]
42
00:02:11,000 --> 00:02:14,291
Guess I could say you
axed for this, web man.
43
00:02:14,291 --> 00:02:15,875
[laughs]
44
00:02:15,875 --> 00:02:19,708
Stop! Spider-Man is ours
and ours alone.
45
00:02:19,708 --> 00:02:20,875
-[growls]
-[groans]
46
00:02:20,875 --> 00:02:23,416
-[Venom growls]
-[groans]
47
00:02:23,416 --> 00:02:25,458
You may be our spawn,
48
00:02:25,458 --> 00:02:27,750
but that won't keep us
from destroying you.
49
00:02:28,875 --> 00:02:30,708
Stop this petty squabble.
50
00:02:30,708 --> 00:02:32,583
The master commands
you to bring back
51
00:02:32,583 --> 00:02:34,625
the interdimensional machine.
52
00:02:34,625 --> 00:02:37,750
The dread Dormammu made
you both what you are,
53
00:02:37,750 --> 00:02:39,875
and you agreed to help him.
54
00:02:39,875 --> 00:02:43,250
Do you dare
go back on your word?
55
00:02:43,250 --> 00:02:45,416
The heck with my word, man.
56
00:02:45,416 --> 00:02:47,291
I'm gonna bring this back.
57
00:02:47,291 --> 00:02:50,833
I can't wait to see the horrors
Dormammu's gonna commit
58
00:02:50,833 --> 00:02:52,583
when he gets here.
59
00:02:52,583 --> 00:02:53,875
[Carnage laughs]
60
00:02:53,875 --> 00:02:55,708
[Venom] We must keep our word.
61
00:02:55,708 --> 00:02:57,583
[Ashley moans]
62
00:02:57,583 --> 00:02:59,291
Then hurry, fools.
63
00:02:59,291 --> 00:03:01,166
You were lucky this time.
64
00:03:01,166 --> 00:03:04,750
Mordo won't always be
around to save your hide.
65
00:03:08,000 --> 00:03:09,750
Eddie, come back!
66
00:03:09,750 --> 00:03:11,583
-Eddie!
-After them!
67
00:03:11,583 --> 00:03:13,083
We've got to get
that probe back!
68
00:03:13,083 --> 00:03:15,083
-Well, well.
-[groans]
69
00:03:15,083 --> 00:03:17,875
This is certainly
more than I expected.
70
00:03:17,875 --> 00:03:21,166
I'm finally gonna see
who you really are.
71
00:03:24,125 --> 00:03:26,708
Hold it! I think
he looks good in a mask.
72
00:03:26,708 --> 00:03:28,833
What are you doing?!
I'm a journalist!
73
00:03:28,833 --> 00:03:30,708
[War Machine]
You're also trespassing.
74
00:03:30,708 --> 00:03:32,875
Trespassing?
That's ridiculous!
75
00:03:32,875 --> 00:03:34,250
Here's my press badge!
76
00:03:34,250 --> 00:03:37,875
I don't see no stinking badge.
77
00:03:37,875 --> 00:03:39,166
What are you, nuts?
78
00:03:39,166 --> 00:03:40,833
You'll hear from my lawyers!
79
00:03:40,833 --> 00:03:42,166
I've got the best!
80
00:03:42,166 --> 00:03:43,583
Thanks.
81
00:03:43,583 --> 00:03:45,833
-[groans]
-Hey, you've been hurt.
82
00:03:45,833 --> 00:03:47,375
Spider-Man, please,
83
00:03:47,375 --> 00:03:49,750
get War Machine
to a doctor immediately.
84
00:03:49,750 --> 00:03:52,250
Tony, I'm sorry
I let you down.
85
00:03:52,250 --> 00:03:54,333
Nonsense, my friend.
You softened them up.
86
00:03:54,333 --> 00:03:57,208
Now, I'm gonna send someone
in to finish the job.
87
00:03:57,208 --> 00:03:58,416
Who's he gonna send?
88
00:03:58,416 --> 00:04:00,958
A guy named Iron Man.
89
00:04:00,958 --> 00:04:03,125
[triumphant music]
90
00:04:06,250 --> 00:04:07,875
We're even, Mordo.
91
00:04:07,875 --> 00:04:10,750
And now, we can get back
to unfinished business.
92
00:04:10,750 --> 00:04:12,333
That suits me.
93
00:04:15,000 --> 00:04:16,083
[groans]
94
00:04:16,083 --> 00:04:18,500
That was good, for an old guy.
95
00:04:19,958 --> 00:04:23,708
Stop!
I cannot leave my world
96
00:04:23,708 --> 00:04:26,166
unless an equal amount
of life force
97
00:04:26,166 --> 00:04:28,458
is sent here to replace me.
98
00:04:28,458 --> 00:04:30,125
We don't have time for this.
99
00:04:30,125 --> 00:04:31,583
Our debt is paid in full.
100
00:04:32,875 --> 00:04:33,875
Ingrate.
101
00:04:35,458 --> 00:04:37,000
I'll drag him back here.
102
00:04:37,000 --> 00:04:40,583
Stop!
I don't need Venom anymore.
103
00:04:40,583 --> 00:04:44,166
You will be sufficient
for this assignment.
104
00:04:52,583 --> 00:04:55,083
[thinking]
Kasady's insane mind has bonded
105
00:04:55,083 --> 00:04:56,875
so completely
with his symbiote
106
00:04:56,875 --> 00:04:59,875
that he refers to himself
as "I" instead of "we."
107
00:04:59,875 --> 00:05:01,458
He has to be stopped.
108
00:05:01,458 --> 00:05:03,208
Where will he strike next?
109
00:05:03,208 --> 00:05:06,833
-[people screaming]
-[laser blasting]
110
00:05:08,875 --> 00:05:12,000
[Carnage laughing]
111
00:05:13,333 --> 00:05:15,166
Units three and four, move in!
112
00:05:17,875 --> 00:05:19,583
[explosion booms]
113
00:05:19,583 --> 00:05:23,000
I hate having
my meals interrupted.
114
00:05:26,958 --> 00:05:28,875
[grunting]
115
00:05:28,875 --> 00:05:30,750
Just like sardine cans.
116
00:05:30,750 --> 00:05:32,416
Snack time!
117
00:05:32,416 --> 00:05:34,458
[cackling]
118
00:05:34,458 --> 00:05:36,458
What is he doing?!
119
00:05:36,458 --> 00:05:38,125
-[Carnage groans]
-I know that loud sounds
120
00:05:38,125 --> 00:05:41,125
and intense heat
can stop a symbiote,
121
00:05:41,125 --> 00:05:43,000
but that's no help
to me right now!
122
00:05:43,000 --> 00:05:44,416
[growls]
123
00:05:45,416 --> 00:05:46,458
[Spider-Man groans]
124
00:05:48,583 --> 00:05:50,291
[groans]
125
00:05:50,291 --> 00:05:54,458
I hope your life force isn't
as useless as your life.
126
00:05:54,458 --> 00:05:56,958
[cackling]
127
00:05:56,958 --> 00:05:59,208
No, why isn't it working?!
128
00:05:59,208 --> 00:06:02,875
Carnage. Your body can hold
no more life force.
129
00:06:02,875 --> 00:06:06,333
Come back so that
you can be drained.
130
00:06:06,333 --> 00:06:09,458
I'll catch you
later for dessert.
131
00:06:09,458 --> 00:06:11,958
[groans]
132
00:06:11,958 --> 00:06:13,458
How do we stop that horror?
133
00:06:13,458 --> 00:06:15,000
He's only half the problem.
134
00:06:15,000 --> 00:06:17,333
Venom's still out there,
too, somewhere.
135
00:06:18,750 --> 00:06:20,750
[Aunt May] Thank you for coming,
Anna, Mary Jane.
136
00:06:20,750 --> 00:06:24,708
Oh, I worry myself into fits
when Peter's out this late.
137
00:06:24,708 --> 00:06:26,500
Now, May, you stop that!
138
00:06:26,500 --> 00:06:28,458
If you don't,
you'll make yourself sick.
139
00:06:28,458 --> 00:06:31,000
I swear, Peter is going to be
140
00:06:31,000 --> 00:06:33,583
the ruination
of that poor woman.
141
00:06:33,583 --> 00:06:34,583
-[doorbell rings]
-Hush.
142
00:06:34,583 --> 00:06:36,291
Maybe that's him now.
143
00:06:36,291 --> 00:06:37,583
I'll get it.
144
00:06:39,958 --> 00:06:41,000
Parker here?
145
00:06:41,000 --> 00:06:42,875
No, no, he's not.
146
00:06:42,875 --> 00:06:44,625
Why, I remember you.
147
00:06:44,625 --> 00:06:47,625
You're Peter's friend
from The Bugle, Mr. Brock.
148
00:06:47,625 --> 00:06:49,000
He's there right now.
149
00:06:49,000 --> 00:06:50,166
Really?
150
00:06:50,166 --> 00:06:51,333
Thank you.
151
00:06:51,333 --> 00:06:52,750
Gotta go now.
152
00:06:52,750 --> 00:06:55,250
Gotta get down to The Bugle.
153
00:06:55,250 --> 00:06:57,375
Mr. Brock, I remember you, too,
154
00:06:57,375 --> 00:07:00,000
and I know Peter
isn't your friend.
155
00:07:00,000 --> 00:07:01,500
What do you want with him?
156
00:07:01,500 --> 00:07:03,208
Inquisitive, aren't you?
157
00:07:03,208 --> 00:07:04,875
And beautiful, too.
158
00:07:04,875 --> 00:07:08,416
No wonder we remember
that he loves you so much.
159
00:07:08,416 --> 00:07:11,500
Peter loves me?
160
00:07:11,500 --> 00:07:15,083
[Jonah] It's all your fault
those freaks got
that device, Stark.
161
00:07:15,083 --> 00:07:17,625
Your security staff
is incompetent!
162
00:07:17,625 --> 00:07:19,416
And rude, too!
163
00:07:19,416 --> 00:07:21,375
They just have low tolerance
for yellow journalism.
164
00:07:21,375 --> 00:07:24,958
Yellow?! How dare you use
that kind of language
165
00:07:24,958 --> 00:07:26,583
in a description of me.
166
00:07:26,583 --> 00:07:28,875
-[Ashley] You used
the word "freaks."
-[click]
167
00:07:28,875 --> 00:07:31,125
These are human beings
who have an illness.
168
00:07:31,125 --> 00:07:34,125
You make it sound like
they have the flu, Dr. Kafka.
169
00:07:34,125 --> 00:07:36,250
These monsters must be stopped!
170
00:07:38,708 --> 00:07:41,416
[snarling]
171
00:07:41,416 --> 00:07:43,208
And you know who's
at the bottom of all this?
172
00:07:43,208 --> 00:07:45,208
Spider-Man.
173
00:07:45,208 --> 00:07:47,250
He's the one who's attracting
this trouble and has-- Huh?!
174
00:07:47,250 --> 00:07:48,875
[snarls]
175
00:07:48,875 --> 00:07:51,416
Why, if it isn't our old boss.
176
00:07:51,416 --> 00:07:54,083
-[Jonah groans]
-Perfect appetizer.
177
00:07:54,083 --> 00:07:57,458
Ah, and here's the main course.
178
00:07:57,458 --> 00:08:00,208
This is what we call service.
179
00:08:00,208 --> 00:08:01,625
No! Eddie!
180
00:08:01,625 --> 00:08:04,208
-You?!
-Eddie, listen to me.
181
00:08:04,208 --> 00:08:07,083
It's the symbiote
that compels you to violence.
182
00:08:07,083 --> 00:08:09,458
You must fight its influence.
183
00:08:09,458 --> 00:08:12,833
Yeah, Brock,
d-d-d-don't hurt me.
184
00:08:12,833 --> 00:08:14,500
I've always thought
the world of you.
185
00:08:14,500 --> 00:08:16,000
[snarls]
186
00:08:16,000 --> 00:08:19,291
-Stay away from him, Kafka.
-Eddie.
187
00:08:19,291 --> 00:08:21,291
Venom's appearance here
caught me off guard.
188
00:08:21,291 --> 00:08:22,750
[grunts]
189
00:08:22,750 --> 00:08:24,708
But Dr. Kafka's
bought me some time.
190
00:08:24,708 --> 00:08:26,833
You see, you are strong enough.
191
00:08:26,833 --> 00:08:28,166
You can reject it.
192
00:08:28,166 --> 00:08:29,750
No, Ashley.
193
00:08:29,750 --> 00:08:32,875
Our other is too strong!
194
00:08:33,875 --> 00:08:35,458
Spider-Man!
195
00:08:38,708 --> 00:08:40,000
[snarls]
196
00:08:40,000 --> 00:08:41,708
Raaaah!
197
00:08:45,750 --> 00:08:47,375
[screaming]
198
00:08:48,500 --> 00:08:49,583
[groans]
199
00:08:50,583 --> 00:08:52,333
Goodbye.
200
00:08:52,333 --> 00:08:53,458
[Ashley] Eddie, no!
201
00:08:53,458 --> 00:08:55,000
If you destroy Spider-Man,
202
00:08:55,000 --> 00:08:56,625
the alien will take
over completely.
203
00:08:56,625 --> 00:08:57,625
[groans]
204
00:08:57,625 --> 00:08:59,291
[screams]
205
00:08:59,291 --> 00:09:01,750
Ohh! Can't afford
to lose him again.
206
00:09:01,750 --> 00:09:04,875
[growls]
You were going to follow us?
207
00:09:04,875 --> 00:09:07,583
What made you think
you'd live long enough?
208
00:09:07,583 --> 00:09:08,708
[groans]
209
00:09:10,708 --> 00:09:12,500
-[lasers zapping]
-[groans]
210
00:09:12,500 --> 00:09:14,583
[Iron Man]
That was for War Machine.
211
00:09:14,583 --> 00:09:15,708
This is for me.
212
00:09:16,708 --> 00:09:18,375
[groans]
213
00:09:20,083 --> 00:09:22,500
My head, it's on fire!
214
00:09:22,500 --> 00:09:24,000
Eddie, no!
215
00:09:24,000 --> 00:09:25,083
Help me!
216
00:09:25,083 --> 00:09:26,583
Fight the symbiote.
217
00:09:27,875 --> 00:09:29,458
-Shut up!
-Aaah!
218
00:09:31,166 --> 00:09:32,833
[growling]
219
00:09:32,833 --> 00:09:34,166
I owe you one, Iron Man.
220
00:09:34,166 --> 00:09:35,875
-Thanks.
-Don't mention it.
221
00:09:35,875 --> 00:09:37,708
Any friend of War Machine's
is a friend of mine.
222
00:09:37,708 --> 00:09:40,458
Come on, let's see
if we can catch him!
223
00:09:40,458 --> 00:09:42,708
This is taking forever!
224
00:09:42,708 --> 00:09:44,500
I got people to torment.
225
00:09:44,500 --> 00:09:46,875
Transfer is almost complete.
226
00:09:46,875 --> 00:09:48,583
And then we can
say hello to hothead?
227
00:09:48,583 --> 00:09:50,083
I mean, Dormammu?
228
00:09:50,083 --> 00:09:52,208
The urn is not yet full.
229
00:09:52,208 --> 00:09:56,333
We need the energy
of a few more lives.
230
00:09:56,333 --> 00:09:59,166
Only a few? Too bad.
231
00:09:59,166 --> 00:10:01,083
[Carnage cackling]
232
00:10:04,416 --> 00:10:05,458
Where are they?
233
00:10:05,458 --> 00:10:07,416
Maybe Madame Web would know,
234
00:10:07,416 --> 00:10:11,166
except that weird old crone's
never around when you-- Hey!
235
00:10:13,625 --> 00:10:15,375
Old crone, am I?
236
00:10:15,375 --> 00:10:17,000
[Spider-Man] Look, I
don't have time to talk.
237
00:10:17,000 --> 00:10:19,625
I've got to help Iron Man
find Venom and Carnage.
238
00:10:19,625 --> 00:10:22,333
Hold your tongue and watch.
239
00:10:22,333 --> 00:10:26,083
You see,
time has already passed.
240
00:10:29,583 --> 00:10:31,166
Wh-- Where am I?
241
00:10:31,166 --> 00:10:32,458
Ravencroft?
242
00:10:32,458 --> 00:10:34,875
We-- No, Ibrought you back.
243
00:10:34,875 --> 00:10:36,833
You were right about my other.
244
00:10:36,833 --> 00:10:38,583
When I spared Spider-Man,
245
00:10:38,583 --> 00:10:41,958
the symbiote,
it nearly tore apart my mind.
246
00:10:41,958 --> 00:10:44,708
Right now,
it sees you as a threat.
247
00:10:44,708 --> 00:10:45,708
No, but I can't!
248
00:10:45,708 --> 00:10:47,416
Keep watching.
249
00:10:47,416 --> 00:10:50,375
I can't imagine how you
must be suffering, Eddie.
250
00:10:50,375 --> 00:10:53,333
I can stand it.
I can stand it for you.
251
00:10:53,333 --> 00:10:57,458
Ashley, I know you could
never love a monster like me.
252
00:10:57,458 --> 00:10:59,250
But I could love the man.
253
00:10:59,250 --> 00:11:00,833
We must separate you
from the symbiote
254
00:11:00,833 --> 00:11:02,625
-before it's too late.
-[groans]
255
00:11:02,625 --> 00:11:03,708
No!
256
00:11:03,708 --> 00:11:05,583
Fight it, Eddie.
You must!
257
00:11:05,583 --> 00:11:09,000
Ahh!
The alien is getting stronger!
258
00:11:09,000 --> 00:11:10,458
Then we mustn't waste time.
259
00:11:10,458 --> 00:11:12,875
I have an associate
who can help us.
260
00:11:15,291 --> 00:11:17,000
[Spider-Man]
Where are they going?
261
00:11:17,000 --> 00:11:18,458
- Maybe I can--
- Be quiet.
262
00:11:18,458 --> 00:11:22,458
You can keep watching.
263
00:11:22,458 --> 00:11:25,000
I conducted tests
on this piece of the symbiote
264
00:11:25,000 --> 00:11:27,583
I got from Spider-Man
a few months ago,
265
00:11:27,583 --> 00:11:30,166
and I've learned
that a combination
of high-range sonics
266
00:11:30,166 --> 00:11:32,500
and infrared heat
might separate you
267
00:11:32,500 --> 00:11:34,416
from the alien organism.
268
00:11:34,416 --> 00:11:37,166
I'll take any chance
to be human again!
269
00:11:37,166 --> 00:11:41,083
[Madame Web] And now,
time passes again.
270
00:11:41,083 --> 00:11:42,875
[Spider-Man] How do you do this?
271
00:11:42,875 --> 00:11:45,000
[Madame Web]
Transcend time and space?
272
00:11:45,000 --> 00:11:48,333
It's simple, I practice.
273
00:11:48,333 --> 00:11:50,375
[computer beeping]
274
00:11:52,875 --> 00:11:53,875
[agonized groans]
275
00:11:53,875 --> 00:11:55,125
Aaah!
276
00:11:56,500 --> 00:11:58,875
We can hold it in
this containment unit.
277
00:11:58,875 --> 00:12:01,416
Sporadic sound pulses
will keep it dormant.
278
00:12:01,416 --> 00:12:03,458
Are we, am I--
279
00:12:03,458 --> 00:12:07,458
Yes, you're Eddie again,
and only Eddie.
280
00:12:07,458 --> 00:12:09,166
[Spider-Man]
That's one less symbiote
281
00:12:09,166 --> 00:12:11,416
I have to worry about,
but what about Carnage?
282
00:12:11,416 --> 00:12:12,833
Silence.
283
00:12:17,000 --> 00:12:18,750
[Spider-Man] It's Kasady.
284
00:12:18,750 --> 00:12:20,416
Where is he?
285
00:12:20,416 --> 00:12:23,708
He's waiting for
a mutual acquaintance of yours,
286
00:12:23,708 --> 00:12:25,708
a strong woman.
287
00:12:25,708 --> 00:12:27,833
-Who?
-Remember this:
288
00:12:27,833 --> 00:12:30,333
You must
keep your friends close
289
00:12:30,333 --> 00:12:35,166
and your enemies even closer.
290
00:12:35,166 --> 00:12:37,875
[Spider-Man] Wait, what's
that supposed to mean?
291
00:12:37,875 --> 00:12:40,958
She said Carnage was waiting
for a mutual acquaintance,
292
00:12:40,958 --> 00:12:43,375
but who does he
know that I know?
293
00:12:43,375 --> 00:12:45,291
Oh, no!
There is one person.
294
00:12:46,833 --> 00:12:48,833
Good evening, Detective Lee.
295
00:12:48,833 --> 00:12:53,583
I told you we'd meet again
to settle old accounts.
296
00:12:53,583 --> 00:12:54,583
-Aah!
-[Carnage snarls]
297
00:12:54,583 --> 00:12:56,833
[laughing]
298
00:12:59,291 --> 00:13:02,750
[laughing]
299
00:13:02,750 --> 00:13:06,125
My, aren't we inhospitable?
300
00:13:06,125 --> 00:13:08,000
[Spider-Man] I'll show you
inhospitable.
301
00:13:08,000 --> 00:13:10,958
[Carnage] Aw, you've
ruined my surprise!
302
00:13:10,958 --> 00:13:13,125
-[Spider-Man groans]
-This is Lieutenant Lee.
303
00:13:13,125 --> 00:13:16,500
I need backup
at my place on-- Aah!
304
00:13:16,500 --> 00:13:20,333
[Carnage] I'm gonna
shred you to pieces.
305
00:13:21,708 --> 00:13:22,750
[phone rings]
306
00:13:22,750 --> 00:13:24,583
Hello?
307
00:13:24,583 --> 00:13:26,375
Where? I'll be right there.
308
00:13:26,375 --> 00:13:28,000
[phone beeps]
309
00:13:28,000 --> 00:13:29,708
Ashley, where are you going?
310
00:13:29,708 --> 00:13:31,958
Kasady's just been spotted
near Columbus Circle.
311
00:13:31,958 --> 00:13:33,708
You're not thinking
of going there, are you?
312
00:13:33,708 --> 00:13:35,458
Kasady's also my patient, Curt.
313
00:13:35,458 --> 00:13:36,750
I took an oath.
314
00:13:36,750 --> 00:13:37,833
At least, let me go with--
315
00:13:37,833 --> 00:13:39,458
Eddie needs your help now.
316
00:13:39,458 --> 00:13:41,458
Take care of him for me, please.
317
00:13:46,875 --> 00:13:48,125
[Spider-Man]
He's jamming the cartridges!
318
00:13:48,125 --> 00:13:49,625
The pressure's too much!
319
00:13:53,250 --> 00:13:55,083
Hothead gets your life force,
320
00:13:55,083 --> 00:13:57,000
-but I get the rest of ya.
-[gun clicks]
321
00:13:57,000 --> 00:13:58,291
[Terri] Hold it right there!
322
00:14:04,333 --> 00:14:06,833
Noooo!
323
00:14:06,833 --> 00:14:08,083
-[Carnage screams]
-Got to make sure
324
00:14:08,083 --> 00:14:09,500
he takes the brunt of it.
325
00:14:09,500 --> 00:14:11,458
[Carnage groans]
326
00:14:11,458 --> 00:14:13,333
[Spider-Man groans]
327
00:14:13,333 --> 00:14:15,333
We needed one more life force.
328
00:14:15,333 --> 00:14:16,708
[screaming]
329
00:14:16,708 --> 00:14:17,833
And you're elected!
330
00:14:17,833 --> 00:14:19,458
[Ashley] Kasady!
331
00:14:19,458 --> 00:14:23,625
If one person deserves this
more than him, it's you!
332
00:14:23,625 --> 00:14:28,000
Yes, this is
the last life energy we need.
333
00:14:28,000 --> 00:14:30,250
I must bring you
back immediately.
334
00:14:30,250 --> 00:14:32,708
[chanting in alien language]
335
00:14:35,000 --> 00:14:36,875
[Carnage laughs]
336
00:14:36,875 --> 00:14:39,375
I've got to find out
where they went, but how?
337
00:14:39,375 --> 00:14:43,375
Remember, a warrior
keeps his friends close
338
00:14:43,375 --> 00:14:46,375
and his enemies closer.
339
00:14:46,375 --> 00:14:48,083
[Spider-Man[
The only friend I can think of
340
00:14:48,083 --> 00:14:49,750
who can help me now
is Iron Man.
341
00:14:49,750 --> 00:14:52,500
But as for keeping
my enemies closer,
342
00:14:52,500 --> 00:14:55,708
who was she talking about?
343
00:14:55,708 --> 00:14:57,083
Brock.
344
00:14:57,083 --> 00:14:58,875
I need Brock's help!
345
00:14:58,875 --> 00:15:00,833
He knows where Mordo's lair is.
346
00:15:00,833 --> 00:15:03,000
He's been there, as Venom.
347
00:15:04,166 --> 00:15:06,125
[Eddie groans]
348
00:15:06,125 --> 00:15:07,708
Ashley?
349
00:15:07,708 --> 00:15:11,875
-Dr. Kafka?
-Easy, Eddie. She's not here.
350
00:15:11,875 --> 00:15:13,583
What?
Where-- Where is she?
351
00:15:13,583 --> 00:15:14,708
I tried to stop her.
352
00:15:14,708 --> 00:15:15,708
-Where?!
-Kasady.
353
00:15:15,708 --> 00:15:17,625
She went to help Kasady.
354
00:15:17,625 --> 00:15:19,833
-No.
-I heard on the news,
355
00:15:19,833 --> 00:15:21,583
she's-- she's vanished
with that lunatic.
356
00:15:21,583 --> 00:15:23,875
[Spider-Man] Brock, if you
really love that woman,
357
00:15:23,875 --> 00:15:25,833
you'll tell us where Mordo is.
358
00:15:25,833 --> 00:15:27,166
You want to go up
against Carnage,
359
00:15:27,166 --> 00:15:29,583
Mordo, and that--
that fiery freak?
360
00:15:29,583 --> 00:15:31,250
You don't stand a chance.
361
00:15:31,250 --> 00:15:32,875
-I've gotta--
-Brock, you're still weak
362
00:15:32,875 --> 00:15:34,208
from the separation.
363
00:15:34,208 --> 00:15:35,833
There's nothing you can do.
364
00:15:35,833 --> 00:15:38,166
You're right,
there's nothing I can do,
365
00:15:38,166 --> 00:15:39,875
but there's plenty Venom can do.
366
00:15:39,875 --> 00:15:41,000
[Spider-Man]
You can't be serious.
367
00:15:41,000 --> 00:15:42,250
[Iron Man] Easy, friend.
368
00:15:42,250 --> 00:15:43,500
The last thing the world needs
369
00:15:43,500 --> 00:15:45,083
is to deal
with that monster again.
370
00:15:45,083 --> 00:15:47,583
Besides, if you re-bond
with the symbiote,
371
00:15:47,583 --> 00:15:50,583
you'll never survive
another separation attempt.
372
00:15:50,583 --> 00:15:52,291
That'll be the end
of Eddie Brock.
373
00:15:52,291 --> 00:15:54,458
And if I don't,
it'll be the end of Ashley!
374
00:15:54,458 --> 00:15:56,166
[Spider-Man]
We're wasting time, Brock.
375
00:15:56,166 --> 00:15:58,708
All I want is for you
to tell me where they are.
376
00:15:58,708 --> 00:16:02,416
Okay, okay. You win.
377
00:16:02,416 --> 00:16:04,458
[Eddie grunts]
378
00:16:04,458 --> 00:16:08,000
[Venom] At last,
we are together again!
379
00:16:08,000 --> 00:16:10,500
[Spider-Man]
Brock, remember, Ashley.
380
00:16:10,500 --> 00:16:13,000
-[groans] Ashley.
-Put Spider-Man down!
381
00:16:13,000 --> 00:16:14,208
[Venom snarls]
382
00:16:14,208 --> 00:16:16,166
All right, all right.
383
00:16:16,166 --> 00:16:18,958
Not that you'll be much help,
but I can't do this alone.
384
00:16:18,958 --> 00:16:21,000
We're partners, for now.
385
00:16:21,000 --> 00:16:24,833
[thinking] Partners?
Am I out of my mind?!
386
00:16:24,833 --> 00:16:27,458
Going up against Carnage,
Mordo, and Dormammu
387
00:16:27,458 --> 00:16:31,500
with this lovesick sociopath
is not my kind of buddy movie.
388
00:16:31,500 --> 00:16:33,333
But now
I see what Madame Web meant
389
00:16:33,333 --> 00:16:35,375
about keeping my enemies closer.
390
00:16:35,375 --> 00:16:36,625
[lightning crackles]
391
00:16:36,625 --> 00:16:40,083
There. [cackling]
Full at last.
392
00:16:42,583 --> 00:16:44,291
As soon
as the portal clarifies,
393
00:16:44,291 --> 00:16:47,000
release the contents
of the urn.
394
00:16:47,000 --> 00:16:50,083
-Hey!
-Sorry to drop in
without an invitation.
395
00:16:51,708 --> 00:16:54,500
This is for meddling
in my affairs.
396
00:16:54,500 --> 00:16:56,958
Careful! They're
some kind of mystic volts!
397
00:16:56,958 --> 00:16:58,583
[Iron Man] Didn't think
they were spit wads.
398
00:16:58,583 --> 00:17:00,958
Nice try, Mordo.
399
00:17:00,958 --> 00:17:02,708
Now, you've earned
a taste of my repulsor rays.
400
00:17:02,708 --> 00:17:04,458
[groans]
401
00:17:04,458 --> 00:17:06,250
Tell me!
Where is she?!
402
00:17:06,250 --> 00:17:07,625
[groaning]
403
00:17:07,625 --> 00:17:08,625
Ashley.
404
00:17:10,500 --> 00:17:13,375
Carnage, release
the contents of the urn.
405
00:17:13,375 --> 00:17:16,458
All right, hothead.
We've been waiting for ya.
406
00:17:16,458 --> 00:17:18,250
Do your stuff!
407
00:17:21,333 --> 00:17:22,833
[loud rumbling]
408
00:17:24,500 --> 00:17:26,208
Master!
409
00:17:26,208 --> 00:17:28,875
At last, a new world
410
00:17:28,875 --> 00:17:32,583
and new souls to consume!
411
00:17:32,583 --> 00:17:34,458
[Spider-Man] Sorry, pal.
Dinner's canceled.
412
00:17:35,958 --> 00:17:37,958
That worked real well,
you wall-crawling worm.
413
00:17:37,958 --> 00:17:39,833
I've got another idea.
414
00:17:39,833 --> 00:17:42,000
You think you and Iron Man
can hold them off without me?
415
00:17:42,000 --> 00:17:43,708
Ha! Who needs you at all?
416
00:17:46,833 --> 00:17:47,833
[Iron Man groans]
417
00:17:49,833 --> 00:17:52,583
Now, if I can reverse
the polarity of this thing...
418
00:17:55,458 --> 00:17:57,583
-[Dormammu] No! No!
-[Spider-Man] Sorry, pal.
419
00:17:57,583 --> 00:18:00,125
You're going back
to the old neighborhood.
420
00:18:01,875 --> 00:18:02,958
[groans]
421
00:18:02,958 --> 00:18:04,416
Now, that's two I owe you.
422
00:18:04,416 --> 00:18:07,208
-Who's counting?
-Noooo!
423
00:18:07,208 --> 00:18:08,875
Turn up the power.
424
00:18:08,875 --> 00:18:11,208
No! Mordo!
425
00:18:21,708 --> 00:18:23,375
[groans]
426
00:18:24,458 --> 00:18:25,750
Ashley.
427
00:18:25,750 --> 00:18:26,958
Ashley, you all right?
428
00:18:26,958 --> 00:18:28,333
-Eddie--
-[laser zaps]
429
00:18:28,333 --> 00:18:29,708
Aaah!
430
00:18:30,875 --> 00:18:32,416
I'm so glad you're safe.
431
00:18:32,416 --> 00:18:35,458
You re-bonded
with the alien to save me!
432
00:18:35,458 --> 00:18:37,000
Oh, Eddie.
433
00:18:37,000 --> 00:18:39,750
I can feel
the symbiote taking over.
434
00:18:39,750 --> 00:18:41,000
I'm a monster again.
435
00:18:41,000 --> 00:18:42,333
Don't leave me, Eddie!
436
00:18:42,333 --> 00:18:43,458
-[Iron Man groans]
-[Carnage growls]
437
00:18:43,458 --> 00:18:44,708
[grunts]
438
00:18:44,708 --> 00:18:47,208
[Mordo]
Carnage, the probe!
439
00:18:48,375 --> 00:18:49,583
Oof!
440
00:18:51,458 --> 00:18:52,458
[groaning]
441
00:18:55,000 --> 00:18:57,416
Brock! Help me!
442
00:18:57,416 --> 00:18:59,375
There is no Eddie Brock!
443
00:18:59,375 --> 00:19:02,333
Now there is only Venom!
444
00:19:03,958 --> 00:19:04,958
[Venom snarls]
445
00:19:06,208 --> 00:19:08,625
[screaming]
446
00:19:08,625 --> 00:19:09,708
[Iron Man] You got him!
447
00:19:09,708 --> 00:19:11,250
Now shut it off!
448
00:19:11,250 --> 00:19:13,250
I've been trying,
but it won't close!
449
00:19:13,250 --> 00:19:16,000
Dormammu's created
some kind of energy link
450
00:19:16,000 --> 00:19:17,583
between himself and Carnage.
451
00:19:17,583 --> 00:19:19,125
It won't break.
452
00:19:19,125 --> 00:19:20,833
We'll have to send
Carnage through, too!
453
00:19:23,291 --> 00:19:24,958
[screaming]
454
00:19:24,958 --> 00:19:26,125
I'm not going in there alone!
455
00:19:26,125 --> 00:19:27,583
[screaming]
456
00:19:27,583 --> 00:19:28,708
Ashley!
457
00:19:31,375 --> 00:19:33,000
Eddie!
458
00:19:33,000 --> 00:19:35,208
I'll always love you!
459
00:19:35,208 --> 00:19:38,583
All is lost, for now.
460
00:19:42,500 --> 00:19:44,333
Hey, that belongs
to Stark Industries.
461
00:19:44,333 --> 00:19:47,625
If Tony Stark has a problem,
he can take it up with me.
462
00:19:50,208 --> 00:19:54,000
He couldn't bear to live
as a monster in a world of men.
463
00:19:54,000 --> 00:19:56,250
Perhaps what's left
of Eddie will find peace
464
00:19:56,250 --> 00:19:59,125
in that other strange world
he's in now.
465
00:19:59,125 --> 00:20:00,583
I hope so, Doctor.
466
00:20:00,583 --> 00:20:02,083
I honestly do.
467
00:20:03,375 --> 00:20:05,708
He may have been
my greatest enemy,
468
00:20:05,708 --> 00:20:10,250
but in the end, he proved
to be my greatest ally.
469
00:20:10,250 --> 00:20:12,416
Oh, please! Not this!
470
00:20:12,416 --> 00:20:14,333
Not now!
471
00:20:14,333 --> 00:20:16,000
I sense you're confused.
472
00:20:16,000 --> 00:20:17,250
I am.
473
00:20:17,250 --> 00:20:18,833
Who'd have expected Eddie Brock
474
00:20:18,833 --> 00:20:20,708
to make a sacrifice like that?
475
00:20:20,708 --> 00:20:24,083
You must learn
to expect the unexpected.
476
00:20:24,083 --> 00:20:28,875
You yourself might soon have
to make such a sacrifice.
477
00:20:28,875 --> 00:20:31,500
What are you preparing me
for anyway?
478
00:20:31,500 --> 00:20:34,250
A horror,
a horror beyond belief!
479
00:20:35,458 --> 00:20:38,375
Great.
I'm real glad I asked.
480
00:20:45,583 --> 00:20:48,750
[upbeat rock music]
481
00:20:50,500 --> 00:20:54,583
♪ Spider-Man, Spider-Man ♪
482
00:20:54,583 --> 00:20:58,250
♪ Radioactive Spider-Man ♪
483
00:21:06,708 --> 00:21:08,875
♪ Spider blood, spider blood ♪
484
00:21:08,875 --> 00:21:10,458
♪ Radioactive spider blood ♪
485
00:21:10,458 --> 00:21:11,458
♪ Spider blood ♪
486
00:21:11,458 --> 00:21:12,958
♪ Spider blood ♪
487
00:21:12,958 --> 00:21:14,125
♪ Spider-Man ♪
33224
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