Original subtitles

[upbeat rock music]

♪ Spider-Man ♪

♪ Spider-Man ♪

♪ Radioactive Spider-Man ♪

♪ Spider-Man ♪

♪ Spider-Man ♪

♪ Radioactive Spider-Man ♪

♪ Spider-Man ♪

♪ Spider-Man ♪

♪ Radioactive Spider-Man ♪

♪ Spider blood Spider blood ♪

♪ Radioactive spider blood ♪

♪ Spider blood Spider blood ♪

♪ Radioactive spider blood ♪

[explosions booming]

[growling]

♪ Spider-Man ♪

♪ Spider-Man ♪

[upbeat music]

[Spider-Man, thinking] Mary Jane is gone. Gone!

She wasn't the Gargan's real target.

It's all my fault.

Now I see her face everywhere I look.

I need to talk to somebody before I explode.

But who? Who can understand the pain of this kind of loss?

Felicia! After what happened to Michael Morbius,

she knows what it means to lose someone you love.

I think we're great together, so what do you say?

-Felicia? -Hmm?

You weren't even listening.

I'm sorry, Brace. I've got a lot on my mind.

What's wrong, darling.

We've gone out several times,

and no matter what we do,

you always seem to be somewhere else.

[John Hardesky] Come in, Felicia.

What are you doing up at this hour, hmm?

I like being up late!

That's when I get to see you, Daddy.

We're very much alike, kitten.

We're both most comfortable

when we're wrapped in the dark blanket of the night.

-[Brace] Felicia! -Hmm?

You're home.

Oh, oh! Brace! I'm sorry.

I'm a little distracted tonight.

I'll call you soon.

Sure.

[Anastasia] This is a nightmare!

A nightmare that won't end!

Haven't you done enough to me?

[Doctor Octopus] What of all that I

have suffered at your hands?

The loss of my funding? Prison?!

You'll now compensate me for all that!

Unless, of course, you would like me

to divulge your connection to the infamous theft

of the Ausbach Fortune.

All right! All right!

Just give me a little more time to get the money together.

Mother! What's going on here?

Felicia! Stay away.

-Young Miss Hardy! -[screaming]

How very nice to hold you in my arms again.

-Aah! -Don't hurt her.

I'll do anything you say.

Of course you will!

You're completely at the mercy of Doctor Octopus!

Felicia will help me deal with my grief.

I just hope I'm not catching her at a bad time.

[Felicia] No!

Scream all you want, my dear. No one can hear.

-Spider-Man! -What?!

How could you have known I was here?!

Must be my sense of smell!

Let us see how well-developed your pain receptors are.

[grunting]

[glass breaks]

[Spider-Man] Just a little short of the mark, huh?

-Wrong! -[groaning]

[beeping]

Get away from that!

This little exercise has succeeded

only in demolishing your home.

It changes nothing.

I have you right where I want you.

[sirens]

I will not rest until I have

squeezed the Hardy Foundation dry!

[laughing]

I don't understand why

they can't keep a creep like him in jail.

Spider-Man, please, don't leave us alone!

Don't worry, I won't.

Look, I'm sorry about the mess.

Maybe I can help you clean things up.

[thinking] Huh, I wonder who this is?

Felicia's father?

When are you ever going to understand

that we don't want your help.

Mother! Spider-Man tried to save us!

How? By charging in and ruining everything?

Why can't you just mind your own business?!

What is going on here mother?!

Why were you bargaining with that-- that lunatic?

Did she say bargaining? With Doc Ock?

I don't want to discuss it.

Certainly not in front of him.

But, mother, I--

[sirens stop]

[Anastasia] The police are coming,

and I have to keep them out of this.

[Felicia crying]

Are you okay?

No, my world is crumbling around me.

[crying]

[Spider-Man] Do you want to talk about it?

The only good thing in my life is you.

How did you know to show up anyway?

Uh, I happened to be in the neighborhood, and--

All right, then, don't tell me.

But I'm still grateful.

What kind of deal was your mother making with Doc Ock?

I-- I don't know.

They mentioned something called the Ausbach Fortune.

-[sirens, tires screeching] -Look, Felicia.

I'll do everything in my power to get your mother out of this.

But right now, it's best if the police don't find me here.

I'll see you later.

Sure. Later.

[sighs]

Why do I always fall for mysterious men?

Jason.

Hm! Michael, Spider-Man.

Men who are wrapped in the dark blanket of the night.

[Peter, thinking] Maybe that Ausbach fortune

Octavius mentioned will shed some light on--

Ah! Here it is!

It was a jewel theft 15 years ago.

A large cache of diamonds was stolen.

The crime was attributed

to a mysterious burglar known as The Cat.

Now lets see if he was ever caught.

Got it! "Capture And Trial Of The Legendary 'Cat.'"

-[beep] -"John Hardesky."

Wait a minute, I know that face.

John Hardesky is Felicia's father!

So this is what Doc Ock was up to.

He was probably threatening to embarrass the Hardys

by telling the world.

[rumbling]

[surprised grunt]

-Who dares to-- -Freeze, freak.

What?!

[Doctor Octopus laughing]

[groaning]

[coughing]

[straining]

Who dares to abduct Otto Octavius?

Such histrionics, Doctor.

Kingpin, what is this all about?!

Your paltry blackmailing scheme against Anastasia Hardy

has jeopardized one of my long term projects!

I'm listening.

There will be nothing else to hear

until you guarantee me your cooperation.

I guarantee you nothing.

Your choice, Octavius.

Either fall in line, or fall 70 stories.

Aaah!

Kingpin, I'm sure we can work together

to some mutually beneficial conclusion!

I knew I could count on you.

Landon, say hello to our newest ally.

Ah, Octavius, how timely.

We're ready to communicate with The Chameleon again.

The Chameleon? But isn't he in jail?

Exactly, and because he is such a danger to the world,

he was incarcerated

in the highest security prison ever built.

A prison whose very location

is a military top secret, just as I expected.

Then how-- how can you find him?

Watch.

When I allowed the authorities to apprehend The Chameleon,

Landon here had already

infused him with a techno-organic virus.

[Landon] It altered his physiological makeup.

He is now part machine.

This allows The Chameleon

to have his morphing ability, without the cumbersome apparatus

of his image-inducing belt.

It has one other benefit.

He is now biologically emitting a powerful homing signal.

Imagine our surprise when we first learned

that he was somewhere in the air.

The air?

We're within range.

I'm activating the neuro-optic imager.

Everything The Chameleon sees,

is now instantly broadcast to me.

Incredible.

Chameleon, show us your cell mate

in that highly guarded security facility.

[Doctor Octopus] That man! It's John Hardesky.

-The Cat! -Exactly.

And if what The Chameleon tells us is true,

Hardesky holds a secret that is worth a king's ransom.

All we have to do is get it.

But where is this prison in the sky?

That is my next surprise.

Have you ever heard of S.H.I.E.L.D.?

[beeping]

Could this Cat really be Felicia's father?

And if so, what became of him?

I can't find any record of what prison they sent him to.

Another odd thing, in most of the pictures,

there's the same guy always near Hardesky.

Maybe if I enlarge the shot I can I.D. him.

I know that face.

Yeah, it's Nick Fury, the head of S.H.I.E.L.D.

What did he have to do with all this?

If I knew that, I might be able to help Felicia.

Wait, there may be a way.

[Nick] Welcome to Supreme Headquarters

International Espionage Law Enforcement Division.

We call it S.H.I.E.L.D.

Now, I need for you to wear this.

If you see anything suspicious, tap on this pin,

and undercover S.H.I.E.L.D. agents will respond pronto.

I gotta to get that badge.

I'm in luck. Jameson's on his way out.

So where does a guy like Jonah keep

a little com badge for a top secret agency.

He wouldn't frame it would he?

Wait a minute.

-[door opens] -Uh-oh.

[Spider-Man] If you want good reception,

head for the top of the world,

or at least the top of the city.

After all this, it better still work.

[beeping]

Maybe they'll send one of those flying limo's for me.

Yeah, now that's service.

[S.H.I.E.L.D. Agent] Spider-Man, please surrender peacefully.

Surrender? Hey, I just want to talk to Nick Fury.

Agent 13 is now approaching you with restraints.

[Spider-Man] This isn't going to work.

[groaning]

Look, don't you guys understand?

Immobilizer, five o'clock!

Fire!

[groaning]

I can't move!

Cables! Fire!

Now I know what it feels like to be vacuumed packed.

At least I've gotten them

to take me to their castle in the sky.

Here he is, Colonel Fury.

Well, long time, no see, Spider-Man.

I thought you had your fill of us

when we tackled The Chameleon back at the U.N.

I need information about a criminal named The Cat.

The Cat? This isn't like ordering a pizza.

S.H.I.E.L.D. doesn't deliver classified information

within 15 minutes or the first state secret is free.

I regret that I can't help you at all.

-But-- -Take him back and drop him off.

Gently this time.

Come with me, Spider-Man.

Sorry, I'm not ready to leave just yet.

Don't force me to get tough again.

Oh!

Oh!

Well, that will cut down on my webbing expenses.

I just have to download a little info,

then I'll be out of your hair.

Let's see what S.H.I.E.L.D. has on The Cat.

[engines roaring]

[lasers blasting]

[beeping]

Now comes the tricky part.

Getting out of this flying fortress.

[explosion]

Uh-oh, now what?

I don't know who's behind this,

but it looks like the agency just got caught

with their S.H.I.E.L.D. down.

I trust that you now appreciate, the full genius of my plan.

This flying fortress is amazing!

My attacking stealth airship could not of gotten close enough

without my cloaking technology.

But can you defeat an enemy this well armed?

I don't have to defeat S.H.I.E.L.D.

Just distract them.

Someone open this door! Now!

Colonel, how'd you get in there?

I was locked in there by an escaping prisoner!

Find him!

Well done, Chameleon.

Now bring Hardesky to the rendezvous site.

Where are you taking me?

All you need to know is

someone went through a lot of trouble to spring you,

and it's not because of your charm.

[groans]

How about my talent?

[Spider-Man] It's him, Felicia's father!

He's alive! What's he doing here?

Stand back! The Cat is my prisoner!

[groans]

[gasp]

Aaah!

Excellent! It will be hours before

those fools realize that I have left them with a fake Cat.

-[handcuffs click] -[Kingpin laughing]

Now for step two.

Doctor, there is someone that I need for you to bring to me.

[Peter] I'd tell Felicia her father's still alive,

but I need to get all the facts straight first.

"Classified file. John Hardesky, alias, The Cat.

1943." John Hardesky would have only been a boy of 13.

Seems that his file begins here,

with him creeping into a top secret facility,

thinking that he'd been hired by the government

to spy on Nazis.

Trained as an acrobat, the boy possessed tremendous agility.

[scientist] Gentlemen, it is time to unveil

the volunteer for this top secret experiment--

Private Steve Rogers.

Young man, the risk you take today could very well tip

the scales of the war in our favor.

I pray it does, sir.

[power starts]

[Peter] But Hardesky had one other important skill--

a photographic memory.

And with it, he undertook the mission

of memorizing a top secret formula.

[scientist] It won't be long now.

This is only the beginning.

[Peter] That secret formula held the key

to producing an amazing transformation

in a normal human being.

Rogers is merely the first

of a new breed of super soldiers,

who will free the world from the tyranny of the Axis powers.

Gentlemen, meet the new champion

of the Allied forces, Captain America.

[Peter] Young Hardesky realized

that what he had seen being made that night was history.

It was also tragedy.

In the name of the Fatherland,

I will destroy this American war machine!

[zapping]

Friend! It's going to explode!

[men shouting]

[Peter] Hardesky escaped from the exploding complex,

but there were new realizations

that clouded the success of his mission.

[Hardesky] I'm here for deliveries.

[bartender] Storeroom.

Ah, Cat, you made it back.

Were you able to retrieve the information?

I would expect nothing less from the son of The Great Hardesky,

the finest escape artist of our time.

I memorized the formula,

but there's something I don't understand.

Why would Axis spies name their agent Captain America?

[laughing]

They weren't Nazis, were they?

You're the Nazis!

You're trying to get me to betray my country!

I'll never tell anyone the formula! Never!

After him, you fools! Don't let him escape!

-Unh! -Oof!

[Peter] John Hardesky grew up to be The Cat.

S.H.I.E.L.D. took him into custody

to prevent the super soldier formula

from falling into the wrong hands.

Felicia's mom must have changed their name.

But what do I tell Felicia?

"Hey, I've got some good news and some bad news?

The good news is, your father's still alive.

The bad is they've locked him up and thrown away the key

because he knows too much."

-Nervous, Miss Hardy? -[gasp]

You!

Aah!

What are you doing here?

Just picking up a special package.

[Felicia] Noooo!

Felicia's been through so much lately.

I'm not for sure how she's going to take this.

Felicia!

Whatever happened here, I'm too late! Again!

I vowed never to reveal that formula to anyone.

I may of been a crook,

but I am not a traitor to my country.

I don't care what you do to me.

Mr. Hardesky, I have

much more persuasive methods at my disposal.

[Felicia] Put me down, you big--

[Kingpin] Impeccable timing.

Wilson Fisk?! What is the meaning of this?!

One might say I have gone

into the business of family reunions.

How long you enjoy each other's company

depends on how well you cooperate with me.

Felicia Hardy, allow me to introduce you to your father.

[upbeat rock music]

♪ Spider-Man, Spider-Man ♪

♪ Radioactive Spider-Man ♪

♪ Spider blood, spider blood ♪

♪ Radioactive spider blood ♪

♪ Spider blood ♪

♪ Spider blood ♪

♪ Spider-Man ♪