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1
00:00:01,416 --> 00:00:03,333
[upbeat rock music]
2
00:00:09,583 --> 00:00:11,583
♪ Spider-Man ♪
3
00:00:11,583 --> 00:00:13,833
♪ Spider-Man ♪
4
00:00:13,833 --> 00:00:17,416
♪ Radioactive Spider-Man ♪
5
00:00:17,416 --> 00:00:19,583
♪ Spider-Man ♪
6
00:00:19,583 --> 00:00:21,458
♪ Spider-Man ♪
7
00:00:21,458 --> 00:00:25,875
♪ Radioactive Spider-Man ♪
8
00:00:25,875 --> 00:00:27,583
♪ Spider-Man ♪
9
00:00:27,583 --> 00:00:29,416
♪ Spider-Man ♪
10
00:00:29,416 --> 00:00:33,750
♪ Radioactive Spider-Man ♪
11
00:00:40,000 --> 00:00:42,000
♪ Spider blood
Spider blood ♪
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00:00:42,000 --> 00:00:44,000
♪ Radioactive spider blood ♪
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00:00:44,000 --> 00:00:46,083
♪ Spider blood
Spider blood ♪
14
00:00:46,083 --> 00:00:48,250
♪ Radioactive spider blood ♪
15
00:00:50,708 --> 00:00:52,000
[explosions booming]
16
00:00:53,416 --> 00:00:55,125
[growling]
17
00:00:56,125 --> 00:00:57,166
♪ Spider-Man ♪
18
00:00:57,166 --> 00:00:58,416
♪ Spider-Man ♪
19
00:01:00,583 --> 00:01:03,000
[upbeat music]
20
00:01:07,583 --> 00:01:10,375
[Spider-Man, thinking]
Mary Jane is gone. Gone!
21
00:01:10,375 --> 00:01:12,708
She wasn't
the Gargan's real target.
22
00:01:12,708 --> 00:01:14,583
It's all my fault.
23
00:01:14,583 --> 00:01:16,583
Now I see her face
everywhere I look.
24
00:01:16,583 --> 00:01:19,458
I need to talk to somebody
before I explode.
25
00:01:19,458 --> 00:01:24,000
But who? Who can understand
the pain of this kind of loss?
26
00:01:25,875 --> 00:01:29,125
Felicia! After what happened
to Michael Morbius,
27
00:01:29,125 --> 00:01:31,125
she knows what it means
to lose someone you love.
28
00:01:32,833 --> 00:01:35,708
I think we're great together,
so what do you say?
29
00:01:35,708 --> 00:01:37,416
-Felicia?
-Hmm?
30
00:01:37,416 --> 00:01:39,083
You weren't even listening.
31
00:01:39,083 --> 00:01:42,416
I'm sorry, Brace.
I've got a lot on my mind.
32
00:01:42,416 --> 00:01:43,958
What's wrong, darling.
33
00:01:43,958 --> 00:01:45,291
We've gone out
several times,
34
00:01:45,291 --> 00:01:46,875
and no matter what we do,
35
00:01:46,875 --> 00:01:49,250
you always seem
to be somewhere else.
36
00:01:50,875 --> 00:01:52,500
[John Hardesky]
Come in, Felicia.
37
00:01:52,500 --> 00:01:54,875
What are you doing
up at this hour, hmm?
38
00:01:54,875 --> 00:01:57,291
I like being up late!
39
00:01:57,291 --> 00:01:59,166
That's when I get
to see you, Daddy.
40
00:01:59,166 --> 00:02:00,875
We're very much alike, kitten.
41
00:02:00,875 --> 00:02:02,625
We're both most comfortable
42
00:02:02,625 --> 00:02:05,000
when we're wrapped in the dark
blanket of the night.
43
00:02:05,000 --> 00:02:06,375
-[Brace] Felicia!
-Hmm?
44
00:02:06,375 --> 00:02:07,583
You're home.
45
00:02:07,583 --> 00:02:11,000
Oh, oh! Brace! I'm sorry.
46
00:02:11,000 --> 00:02:13,250
I'm a little distracted tonight.
47
00:02:13,250 --> 00:02:14,875
I'll call you soon.
48
00:02:14,875 --> 00:02:16,208
Sure.
49
00:02:17,875 --> 00:02:19,291
[Anastasia]
This is a nightmare!
50
00:02:19,291 --> 00:02:20,875
A nightmare that won't end!
51
00:02:20,875 --> 00:02:22,833
Haven't you done enough to me?
52
00:02:22,833 --> 00:02:24,291
[Doctor Octopus]
What of all that I
53
00:02:24,291 --> 00:02:26,166
have suffered
at your hands?
54
00:02:26,166 --> 00:02:28,750
The loss of my funding?
Prison?!
55
00:02:28,750 --> 00:02:31,166
You'll now compensate me
for all that!
56
00:02:31,166 --> 00:02:33,708
Unless, of course,
you would like me
57
00:02:33,708 --> 00:02:36,875
to divulge your connection
to the infamous theft
58
00:02:36,875 --> 00:02:38,875
of the Ausbach Fortune.
59
00:02:38,875 --> 00:02:40,875
All right! All right!
60
00:02:40,875 --> 00:02:43,333
Just give me a little more time
to get the money together.
61
00:02:43,333 --> 00:02:45,333
Mother! What's going on here?
62
00:02:45,333 --> 00:02:46,625
Felicia! Stay away.
63
00:02:46,625 --> 00:02:48,458
-Young Miss Hardy!
-[screaming]
64
00:02:48,458 --> 00:02:52,833
How very nice to hold you
in my arms again.
65
00:02:52,833 --> 00:02:55,125
-Aah!
-Don't hurt her.
66
00:02:55,125 --> 00:02:56,291
I'll do anything you say.
67
00:02:56,291 --> 00:02:57,958
Of course you will!
68
00:02:57,958 --> 00:03:01,291
You're completely
at the mercy of Doctor Octopus!
69
00:03:04,458 --> 00:03:06,375
Felicia will help me
deal with my grief.
70
00:03:06,375 --> 00:03:07,875
I just hope I'm not
catching her at a bad time.
71
00:03:07,875 --> 00:03:09,458
[Felicia] No!
72
00:03:09,458 --> 00:03:12,458
Scream all you want, my dear.
No one can hear.
73
00:03:12,458 --> 00:03:13,875
-Spider-Man!
-What?!
74
00:03:13,875 --> 00:03:15,500
How could you have known
I was here?!
75
00:03:15,500 --> 00:03:17,333
Must be my sense of smell!
76
00:03:17,333 --> 00:03:20,083
Let us see how well-developed
your pain receptors are.
77
00:03:20,083 --> 00:03:21,458
[grunting]
78
00:03:23,166 --> 00:03:24,708
[glass breaks]
79
00:03:24,708 --> 00:03:27,375
[Spider-Man] Just
a little short of the mark, huh?
80
00:03:27,375 --> 00:03:29,000
-Wrong!
-[groaning]
81
00:03:30,166 --> 00:03:32,125
[beeping]
82
00:03:32,125 --> 00:03:33,416
Get away from that!
83
00:03:34,750 --> 00:03:37,625
This little exercise
has succeeded
84
00:03:37,625 --> 00:03:39,583
only in demolishing your home.
85
00:03:39,583 --> 00:03:41,958
It changes nothing.
86
00:03:41,958 --> 00:03:44,000
I have you
right where I want you.
87
00:03:44,000 --> 00:03:45,875
[sirens]
88
00:03:45,875 --> 00:03:48,708
I will not rest until I have
89
00:03:48,708 --> 00:03:52,166
squeezed
the Hardy Foundation dry!
90
00:03:52,166 --> 00:03:54,125
[laughing]
91
00:03:55,291 --> 00:03:56,750
I don't understand why
92
00:03:56,750 --> 00:03:59,000
they can't keep
a creep like him in jail.
93
00:03:59,000 --> 00:04:02,708
Spider-Man, please,
don't leave us alone!
94
00:04:02,708 --> 00:04:04,333
Don't worry, I won't.
95
00:04:04,333 --> 00:04:06,500
Look, I'm sorry about the mess.
96
00:04:06,500 --> 00:04:08,125
Maybe I can help you
clean things up.
97
00:04:08,125 --> 00:04:11,083
[thinking]
Huh, I wonder who this is?
98
00:04:11,083 --> 00:04:12,875
Felicia's father?
99
00:04:12,875 --> 00:04:15,500
When are you ever
going to understand
100
00:04:15,500 --> 00:04:17,958
that we
don't want your help.
101
00:04:17,958 --> 00:04:20,250
Mother! Spider-Man
tried to save us!
102
00:04:20,250 --> 00:04:22,750
How? By charging in
and ruining everything?
103
00:04:22,750 --> 00:04:25,000
Why can't you just mind
your own business?!
104
00:04:25,000 --> 00:04:26,708
What is going on here mother?!
105
00:04:26,708 --> 00:04:29,416
Why were you bargaining
with that-- that lunatic?
106
00:04:29,416 --> 00:04:32,125
Did she say bargaining?
With Doc Ock?
107
00:04:32,125 --> 00:04:33,708
I don't want to discuss it.
108
00:04:33,708 --> 00:04:35,125
Certainly not in front of him.
109
00:04:35,125 --> 00:04:36,833
But, mother, I--
110
00:04:36,833 --> 00:04:39,083
[sirens stop]
111
00:04:39,083 --> 00:04:40,458
[Anastasia]
The police are coming,
112
00:04:40,458 --> 00:04:42,875
and I have
to keep them out of this.
113
00:04:42,875 --> 00:04:44,875
[Felicia crying]
114
00:04:46,208 --> 00:04:47,583
Are you okay?
115
00:04:47,583 --> 00:04:50,416
No, my world is
crumbling around me.
116
00:04:52,708 --> 00:04:55,083
[crying]
117
00:04:57,291 --> 00:04:58,958
[Spider-Man] Do you
want to talk about it?
118
00:04:58,958 --> 00:05:01,458
The only good thing
in my life is you.
119
00:05:03,625 --> 00:05:06,875
How did you know
to show up anyway?
120
00:05:06,875 --> 00:05:08,625
Uh, I happened to be
in the neighborhood, and--
121
00:05:08,625 --> 00:05:10,416
All right, then,
don't tell me.
122
00:05:10,416 --> 00:05:13,000
But I'm still grateful.
123
00:05:13,000 --> 00:05:16,708
What kind of deal was
your mother making with Doc Ock?
124
00:05:16,708 --> 00:05:18,500
I-- I don't know.
125
00:05:18,500 --> 00:05:22,708
They mentioned something
called the Ausbach Fortune.
126
00:05:22,708 --> 00:05:24,708
-[sirens, tires screeching]
-Look, Felicia.
127
00:05:24,708 --> 00:05:27,125
I'll do everything in my power
to get your mother out of this.
128
00:05:27,125 --> 00:05:30,208
But right now, it's best if
the police don't find me here.
129
00:05:30,208 --> 00:05:31,583
I'll see you later.
130
00:05:31,583 --> 00:05:33,333
Sure. Later.
131
00:05:33,333 --> 00:05:35,750
[sighs]
132
00:05:35,750 --> 00:05:38,875
Why do I always
fall for mysterious men?
133
00:05:38,875 --> 00:05:40,708
Jason.
134
00:05:40,708 --> 00:05:44,708
Hm! Michael, Spider-Man.
135
00:05:44,708 --> 00:05:48,208
Men who are wrapped in
the dark blanket of the night.
136
00:05:50,708 --> 00:05:52,583
[Peter, thinking]
Maybe that Ausbach fortune
137
00:05:52,583 --> 00:05:55,208
Octavius mentioned
will shed some light on--
138
00:05:55,208 --> 00:05:56,875
Ah! Here it is!
139
00:05:56,875 --> 00:05:59,458
It was a jewel theft
15 years ago.
140
00:05:59,458 --> 00:06:02,000
A large cache
of diamonds was stolen.
141
00:06:02,000 --> 00:06:03,875
The crime was attributed
142
00:06:03,875 --> 00:06:06,500
to a mysterious burglar
known as The Cat.
143
00:06:06,500 --> 00:06:08,583
Now lets see
if he was ever caught.
144
00:06:08,583 --> 00:06:12,833
Got it! "Capture And Trial
Of The Legendary 'Cat.'"
145
00:06:12,833 --> 00:06:15,125
-[beep]
-"John Hardesky."
146
00:06:15,125 --> 00:06:17,250
Wait a minute,
I know that face.
147
00:06:17,250 --> 00:06:20,708
John Hardesky
is Felicia's father!
148
00:06:20,708 --> 00:06:23,333
So this is what Doc Ock
was up to.
149
00:06:23,333 --> 00:06:25,625
He was probably threatening
to embarrass the Hardys
150
00:06:25,625 --> 00:06:27,083
by telling the world.
151
00:06:33,625 --> 00:06:35,375
[rumbling]
152
00:06:35,375 --> 00:06:37,000
[surprised grunt]
153
00:06:37,000 --> 00:06:39,000
-Who dares to--
-Freeze, freak.
154
00:06:40,708 --> 00:06:41,750
What?!
155
00:06:52,000 --> 00:06:53,708
[Doctor Octopus laughing]
156
00:06:54,708 --> 00:06:56,208
[groaning]
157
00:06:57,250 --> 00:06:59,708
[coughing]
158
00:07:05,333 --> 00:07:06,875
[straining]
159
00:07:06,875 --> 00:07:09,958
Who dares to abduct
Otto Octavius?
160
00:07:09,958 --> 00:07:11,833
Such histrionics, Doctor.
161
00:07:11,833 --> 00:07:14,125
Kingpin, what is this
all about?!
162
00:07:14,125 --> 00:07:18,375
Your paltry blackmailing scheme
against Anastasia Hardy
163
00:07:18,375 --> 00:07:22,416
has jeopardized
one of my long term projects!
164
00:07:22,416 --> 00:07:23,875
I'm listening.
165
00:07:23,875 --> 00:07:25,333
There will be
nothing else to hear
166
00:07:25,333 --> 00:07:28,833
until you guarantee me
your cooperation.
167
00:07:28,833 --> 00:07:30,833
I guarantee you nothing.
168
00:07:30,833 --> 00:07:32,625
Your choice, Octavius.
169
00:07:32,625 --> 00:07:36,875
Either fall in line,
or fall 70 stories.
170
00:07:36,875 --> 00:07:38,375
Aaah!
171
00:07:38,375 --> 00:07:40,000
Kingpin, I'm sure
we can work together
172
00:07:40,000 --> 00:07:44,000
to some mutually
beneficial conclusion!
173
00:07:44,000 --> 00:07:47,875
I knew I could count on you.
174
00:07:47,875 --> 00:07:51,458
Landon, say hello
to our newest ally.
175
00:07:51,458 --> 00:07:54,458
Ah, Octavius, how timely.
176
00:07:54,458 --> 00:07:57,458
We're ready to communicate
with The Chameleon again.
177
00:07:57,458 --> 00:07:59,875
The Chameleon?
But isn't he in jail?
178
00:07:59,875 --> 00:08:03,875
Exactly, and because he is
such a danger to the world,
179
00:08:03,875 --> 00:08:05,458
he was incarcerated
180
00:08:05,458 --> 00:08:08,875
in the highest security prison
ever built.
181
00:08:08,875 --> 00:08:11,000
A prison whose very location
182
00:08:11,000 --> 00:08:16,208
is a military top secret,
just as I expected.
183
00:08:16,208 --> 00:08:17,875
Then how--
how can you find him?
184
00:08:17,875 --> 00:08:20,000
Watch.
185
00:08:20,000 --> 00:08:24,500
When I allowed the authorities
to apprehend The Chameleon,
186
00:08:24,500 --> 00:08:26,333
Landon here had already
187
00:08:26,333 --> 00:08:30,000
infused him
with a techno-organic virus.
188
00:08:30,000 --> 00:08:32,250
[Landon] It altered
his physiological makeup.
189
00:08:32,250 --> 00:08:34,750
He is now part machine.
190
00:08:34,750 --> 00:08:36,708
This allows The Chameleon
191
00:08:36,708 --> 00:08:39,250
to have his morphing ability,
without the cumbersome apparatus
192
00:08:39,250 --> 00:08:41,875
of his image-inducing belt.
193
00:08:41,875 --> 00:08:44,000
It has one other benefit.
194
00:08:44,000 --> 00:08:48,625
He is now biologically emitting
a powerful homing signal.
195
00:08:48,625 --> 00:08:50,708
Imagine our surprise
when we first learned
196
00:08:50,708 --> 00:08:53,000
that he was somewhere
in the air.
197
00:08:53,000 --> 00:08:54,291
The air?
198
00:08:54,291 --> 00:08:56,375
We're within range.
199
00:08:56,375 --> 00:08:58,416
I'm activating
the neuro-optic imager.
200
00:08:58,416 --> 00:09:00,458
Everything The Chameleon sees,
201
00:09:00,458 --> 00:09:03,958
is now
instantly broadcast to me.
202
00:09:03,958 --> 00:09:05,416
Incredible.
203
00:09:05,416 --> 00:09:07,750
Chameleon,
show us your cell mate
204
00:09:07,750 --> 00:09:11,708
in that highly guarded
security facility.
205
00:09:11,708 --> 00:09:13,958
[Doctor Octopus] That man!
It's John Hardesky.
206
00:09:13,958 --> 00:09:16,125
-The Cat!
-Exactly.
207
00:09:16,125 --> 00:09:19,166
And if what The Chameleon
tells us is true,
208
00:09:19,166 --> 00:09:24,291
Hardesky holds a secret
that is worth a king's ransom.
209
00:09:24,291 --> 00:09:28,291
All we have to do is get it.
210
00:09:28,291 --> 00:09:31,833
But where is
this prison in the sky?
211
00:09:31,833 --> 00:09:34,708
That is my next surprise.
212
00:09:34,708 --> 00:09:38,375
Have you ever heard
of S.H.I.E.L.D.?
213
00:09:43,000 --> 00:09:44,875
[beeping]
214
00:09:44,875 --> 00:09:47,000
Could this Cat
really be Felicia's father?
215
00:09:47,000 --> 00:09:49,000
And if so, what became of him?
216
00:09:49,000 --> 00:09:52,000
I can't find any record of
what prison they sent him to.
217
00:09:52,000 --> 00:09:54,875
Another odd thing,
in most of the pictures,
218
00:09:54,875 --> 00:09:57,708
there's the same guy
always near Hardesky.
219
00:09:57,708 --> 00:10:01,250
Maybe if I enlarge
the shot I can I.D. him.
220
00:10:01,250 --> 00:10:03,333
I know that face.
221
00:10:03,333 --> 00:10:06,750
Yeah, it's Nick Fury,
the head of S.H.I.E.L.D.
222
00:10:06,750 --> 00:10:09,000
What did he have
to do with all this?
223
00:10:09,000 --> 00:10:12,125
If I knew that, I might
be able to help Felicia.
224
00:10:12,125 --> 00:10:14,291
Wait, there may be a way.
225
00:10:15,708 --> 00:10:18,250
[Nick] Welcome
to Supreme Headquarters
226
00:10:18,250 --> 00:10:22,583
International Espionage
Law Enforcement Division.
227
00:10:22,583 --> 00:10:25,125
We call it S.H.I.E.L.D.
228
00:10:25,125 --> 00:10:26,750
Now, I need for you
to wear this.
229
00:10:26,750 --> 00:10:30,958
If you see anything suspicious,
tap on this pin,
230
00:10:30,958 --> 00:10:34,291
and undercover S.H.I.E.L.D.
agents will respond pronto.
231
00:10:34,291 --> 00:10:36,291
I gotta to get that badge.
232
00:10:38,708 --> 00:10:41,583
I'm in luck.
Jameson's on his way out.
233
00:10:49,583 --> 00:10:51,833
So where does
a guy like Jonah keep
234
00:10:51,833 --> 00:10:55,625
a little com badge
for a top secret agency.
235
00:10:55,625 --> 00:10:57,750
He wouldn't frame it would he?
236
00:10:57,750 --> 00:10:58,875
Wait a minute.
237
00:11:01,000 --> 00:11:02,583
-[door opens]
-Uh-oh.
238
00:11:12,625 --> 00:11:14,458
[Spider-Man]
If you want good reception,
239
00:11:14,458 --> 00:11:16,000
head for the top
of the world,
240
00:11:16,000 --> 00:11:17,708
or at least
the top of the city.
241
00:11:17,708 --> 00:11:19,000
After all this,
it better still work.
242
00:11:19,000 --> 00:11:21,125
[beeping]
243
00:11:21,125 --> 00:11:24,250
Maybe they'll send one
of those flying limo's for me.
244
00:11:24,250 --> 00:11:26,083
Yeah, now that's service.
245
00:11:26,083 --> 00:11:28,083
[S.H.I.E.L.D. Agent] Spider-Man,
please surrender peacefully.
246
00:11:28,083 --> 00:11:31,083
Surrender? Hey, I just want
to talk to Nick Fury.
247
00:11:31,083 --> 00:11:33,625
Agent 13 is now
approaching you with restraints.
248
00:11:33,625 --> 00:11:34,750
[Spider-Man]
This isn't going to work.
249
00:11:34,750 --> 00:11:35,875
[groaning]
250
00:11:35,875 --> 00:11:37,458
Look, don't you guys understand?
251
00:11:39,375 --> 00:11:40,833
Immobilizer, five o'clock!
252
00:11:40,833 --> 00:11:42,125
Fire!
253
00:11:42,125 --> 00:11:44,000
[groaning]
254
00:11:45,166 --> 00:11:46,708
I can't move!
255
00:11:52,458 --> 00:11:53,583
Cables! Fire!
256
00:12:01,708 --> 00:12:04,375
Now I know what it feels
like to be vacuumed packed.
257
00:12:04,375 --> 00:12:06,083
At least I've gotten them
258
00:12:06,083 --> 00:12:07,375
to take me
to their castle in the sky.
259
00:12:08,625 --> 00:12:10,000
Here he is, Colonel Fury.
260
00:12:10,000 --> 00:12:13,583
Well, long time, no see,
Spider-Man.
261
00:12:13,583 --> 00:12:15,166
I thought you had
your fill of us
262
00:12:15,166 --> 00:12:17,291
when we tackled The Chameleon
back at the U.N.
263
00:12:17,291 --> 00:12:20,333
I need information
about a criminal named The Cat.
264
00:12:20,333 --> 00:12:23,416
The Cat? This isn't
like ordering a pizza.
265
00:12:23,416 --> 00:12:25,458
S.H.I.E.L.D. doesn't deliver
classified information
266
00:12:25,458 --> 00:12:29,208
within 15 minutes or
the first state secret is free.
267
00:12:29,208 --> 00:12:31,875
I regret that I can't
help you at all.
268
00:12:31,875 --> 00:12:33,708
-But--
-Take him back and drop him off.
269
00:12:33,708 --> 00:12:35,291
Gently this time.
270
00:12:37,208 --> 00:12:38,833
Come with me, Spider-Man.
271
00:12:38,833 --> 00:12:41,250
Sorry, I'm not ready
to leave just yet.
272
00:12:41,250 --> 00:12:43,416
Don't force me
to get tough again.
273
00:12:45,458 --> 00:12:46,458
Oh!
274
00:12:48,083 --> 00:12:49,708
Oh!
275
00:12:49,708 --> 00:12:51,583
Well, that will cut down
on my webbing expenses.
276
00:12:51,583 --> 00:12:53,708
I just have to download
a little info,
277
00:12:53,708 --> 00:12:55,458
then I'll be out of your hair.
278
00:12:55,458 --> 00:12:57,875
Let's see what S.H.I.E.L.D.
has on The Cat.
279
00:12:57,875 --> 00:12:59,958
[engines roaring]
280
00:13:01,583 --> 00:13:02,625
[lasers blasting]
281
00:13:06,833 --> 00:13:08,708
[beeping]
282
00:13:08,708 --> 00:13:10,250
Now comes the tricky part.
283
00:13:10,250 --> 00:13:11,583
Getting out
of this flying fortress.
284
00:13:11,583 --> 00:13:12,958
[explosion]
285
00:13:12,958 --> 00:13:14,458
Uh-oh, now what?
286
00:13:29,291 --> 00:13:31,083
I don't know who's behind this,
287
00:13:31,083 --> 00:13:32,458
but it looks
like the agency just got caught
288
00:13:32,458 --> 00:13:34,500
with their S.H.I.E.L.D. down.
289
00:13:34,500 --> 00:13:38,875
I trust that you now appreciate,
the full genius of my plan.
290
00:13:38,875 --> 00:13:41,833
This flying fortress is amazing!
291
00:13:41,833 --> 00:13:45,583
My attacking stealth airship
could not of gotten close enough
292
00:13:45,583 --> 00:13:48,250
without my cloaking technology.
293
00:13:48,250 --> 00:13:51,000
But can you defeat
an enemy this well armed?
294
00:13:51,000 --> 00:13:53,250
I don't have to defeat
S.H.I.E.L.D.
295
00:13:53,250 --> 00:13:55,708
Just distract them.
296
00:13:56,708 --> 00:13:59,333
Someone open this door! Now!
297
00:13:59,333 --> 00:14:00,875
Colonel, how'd you get in there?
298
00:14:00,875 --> 00:14:03,875
I was locked in there
by an escaping prisoner!
299
00:14:03,875 --> 00:14:05,000
Find him!
300
00:14:14,708 --> 00:14:16,333
Well done, Chameleon.
301
00:14:16,333 --> 00:14:20,208
Now bring Hardesky
to the rendezvous site.
302
00:14:20,208 --> 00:14:21,500
Where are you taking me?
303
00:14:21,500 --> 00:14:23,250
All you need to know is
304
00:14:23,250 --> 00:14:25,333
someone went through a lot
of trouble to spring you,
305
00:14:25,333 --> 00:14:27,291
and it's not because
of your charm.
306
00:14:27,291 --> 00:14:28,333
[groans]
307
00:14:28,333 --> 00:14:29,833
How about my talent?
308
00:14:44,125 --> 00:14:46,416
[Spider-Man] It's him,
Felicia's father!
309
00:14:46,416 --> 00:14:49,958
He's alive!
What's he doing here?
310
00:14:49,958 --> 00:14:51,583
Stand back!
The Cat is my prisoner!
311
00:14:52,583 --> 00:14:53,625
[groans]
312
00:15:05,458 --> 00:15:06,458
[gasp]
313
00:15:09,208 --> 00:15:10,250
Aaah!
314
00:15:20,875 --> 00:15:24,000
Excellent!
It will be hours before
315
00:15:24,000 --> 00:15:28,583
those fools realize that I have
left them with a fake Cat.
316
00:15:28,583 --> 00:15:30,500
-[handcuffs click]
-[Kingpin laughing]
317
00:15:32,083 --> 00:15:34,583
Now for step two.
318
00:15:34,583 --> 00:15:40,625
Doctor, there is someone that
I need for you to bring to me.
319
00:15:40,625 --> 00:15:42,833
[Peter] I'd tell Felicia
her father's still alive,
320
00:15:42,833 --> 00:15:44,875
but I need to get
all the facts straight first.
321
00:15:44,875 --> 00:15:49,125
"Classified file.
John Hardesky, alias, The Cat.
322
00:15:49,125 --> 00:15:53,500
1943." John Hardesky would
have only been a boy of 13.
323
00:15:53,500 --> 00:15:55,750
Seems that his file
begins here,
324
00:15:55,750 --> 00:15:58,458
with him creeping
into a top secret facility,
325
00:15:58,458 --> 00:16:00,000
thinking that he'd been
hired by the government
326
00:16:00,000 --> 00:16:02,083
to spy on Nazis.
327
00:16:02,083 --> 00:16:06,458
Trained as an acrobat, the boy
possessed tremendous agility.
328
00:16:06,458 --> 00:16:08,083
[scientist]
Gentlemen, it is time to unveil
329
00:16:08,083 --> 00:16:10,958
the volunteer
for this top secret experiment--
330
00:16:10,958 --> 00:16:12,875
Private Steve Rogers.
331
00:16:12,875 --> 00:16:16,000
Young man, the risk you take
today could very well tip
332
00:16:16,000 --> 00:16:18,291
the scales
of the war in our favor.
333
00:16:18,291 --> 00:16:19,708
I pray it does, sir.
334
00:16:24,166 --> 00:16:26,250
[power starts]
335
00:16:26,250 --> 00:16:28,708
[Peter] But Hardesky
had one other important skill--
336
00:16:28,708 --> 00:16:30,875
a photographic memory.
337
00:16:30,875 --> 00:16:32,875
And with it,
he undertook the mission
338
00:16:32,875 --> 00:16:35,458
of memorizing
a top secret formula.
339
00:16:39,125 --> 00:16:40,833
[scientist]
It won't be long now.
340
00:16:42,250 --> 00:16:44,458
This is only the beginning.
341
00:16:48,333 --> 00:16:50,083
[Peter] That secret formula
held the key
342
00:16:50,083 --> 00:16:51,708
to producing
an amazing transformation
343
00:16:51,708 --> 00:16:53,708
in a normal human being.
344
00:16:58,625 --> 00:17:00,125
Rogers is merely the first
345
00:17:00,125 --> 00:17:02,375
of a new breed
of super soldiers,
346
00:17:02,375 --> 00:17:06,000
who will free the world from
the tyranny of the Axis powers.
347
00:17:06,000 --> 00:17:08,000
Gentlemen,
meet the new champion
348
00:17:08,000 --> 00:17:12,458
of the Allied forces,
Captain America.
349
00:17:12,458 --> 00:17:14,458
[Peter]
Young Hardesky realized
350
00:17:14,458 --> 00:17:18,000
that what he had seen being
made that night was history.
351
00:17:18,000 --> 00:17:20,208
It was also tragedy.
352
00:17:20,208 --> 00:17:21,958
In the name of the Fatherland,
353
00:17:21,958 --> 00:17:24,458
I will destroy
this American war machine!
354
00:17:24,458 --> 00:17:26,458
[zapping]
355
00:17:26,458 --> 00:17:28,625
Friend!
It's going to explode!
356
00:17:31,250 --> 00:17:33,083
[men shouting]
357
00:17:35,291 --> 00:17:37,708
[Peter] Hardesky escaped
from the exploding complex,
358
00:17:37,708 --> 00:17:39,333
but there
were new realizations
359
00:17:39,333 --> 00:17:41,375
that clouded the success
of his mission.
360
00:17:43,625 --> 00:17:45,750
[Hardesky]
I'm here for deliveries.
361
00:17:45,750 --> 00:17:46,958
[bartender] Storeroom.
362
00:17:53,333 --> 00:17:56,166
Ah, Cat, you made it back.
363
00:17:56,166 --> 00:17:59,125
Were you able to retrieve
the information?
364
00:17:59,125 --> 00:18:02,833
I would expect nothing less from
the son of The Great Hardesky,
365
00:18:02,833 --> 00:18:06,166
the finest escape artist
of our time.
366
00:18:06,166 --> 00:18:07,833
I memorized the formula,
367
00:18:07,833 --> 00:18:09,833
but there's something
I don't understand.
368
00:18:09,833 --> 00:18:14,458
Why would Axis spies name
their agent Captain America?
369
00:18:14,458 --> 00:18:15,833
[laughing]
370
00:18:15,833 --> 00:18:18,458
They weren't Nazis, were they?
371
00:18:18,458 --> 00:18:20,125
You're the Nazis!
372
00:18:20,125 --> 00:18:22,375
You're trying to get me
to betray my country!
373
00:18:22,375 --> 00:18:24,833
I'll never tell anyone
the formula! Never!
374
00:18:27,333 --> 00:18:29,750
After him, you fools!
Don't let him escape!
375
00:18:33,208 --> 00:18:34,708
-Unh!
-Oof!
376
00:18:37,583 --> 00:18:40,416
[Peter] John Hardesky
grew up to be The Cat.
377
00:18:41,875 --> 00:18:43,708
S.H.I.E.L.D.
took him into custody
378
00:18:43,708 --> 00:18:45,291
to prevent
the super soldier formula
379
00:18:45,291 --> 00:18:46,958
from falling
into the wrong hands.
380
00:18:46,958 --> 00:18:49,583
Felicia's mom must
have changed their name.
381
00:18:49,583 --> 00:18:51,458
But what do I tell Felicia?
382
00:18:51,458 --> 00:18:54,000
"Hey, I've got some good news
and some bad news?
383
00:18:54,000 --> 00:18:56,333
The good news is,
your father's still alive.
384
00:18:56,333 --> 00:18:58,958
The bad is they've locked him
up and thrown away the key
385
00:18:58,958 --> 00:19:00,458
because he knows too much."
386
00:19:05,000 --> 00:19:07,291
-Nervous, Miss Hardy?
-[gasp]
387
00:19:07,291 --> 00:19:08,750
You!
388
00:19:08,750 --> 00:19:09,750
Aah!
389
00:19:09,750 --> 00:19:11,291
What are you doing here?
390
00:19:11,291 --> 00:19:13,625
Just picking up
a special package.
391
00:19:13,625 --> 00:19:15,458
[Felicia] Noooo!
392
00:19:15,458 --> 00:19:17,958
Felicia's been
through so much lately.
393
00:19:17,958 --> 00:19:19,625
I'm not for sure how
she's going to take this.
394
00:19:21,833 --> 00:19:24,583
Felicia!
395
00:19:24,583 --> 00:19:28,083
Whatever happened here,
I'm too late! Again!
396
00:19:29,708 --> 00:19:33,583
I vowed never to reveal
that formula to anyone.
397
00:19:33,583 --> 00:19:35,000
I may of been a crook,
398
00:19:35,000 --> 00:19:36,708
but I am not a traitor
to my country.
399
00:19:36,708 --> 00:19:38,875
I don't care what you do to me.
400
00:19:38,875 --> 00:19:41,375
Mr. Hardesky, I have
401
00:19:41,375 --> 00:19:44,583
much more persuasive methods
at my disposal.
402
00:19:44,583 --> 00:19:46,416
[Felicia]
Put me down, you big--
403
00:19:46,416 --> 00:19:48,083
[Kingpin]
Impeccable timing.
404
00:19:48,083 --> 00:19:51,833
Wilson Fisk?!
What is the meaning of this?!
405
00:19:53,416 --> 00:19:54,750
One might say I have gone
406
00:19:54,750 --> 00:19:58,250
into the business
of family reunions.
407
00:19:58,250 --> 00:20:00,708
How long you enjoy
each other's company
408
00:20:00,708 --> 00:20:05,625
depends on how well
you cooperate with me.
409
00:20:05,625 --> 00:20:11,833
Felicia Hardy, allow me
to introduce you to your father.
410
00:20:15,833 --> 00:20:19,000
[upbeat rock music]
411
00:20:20,750 --> 00:20:24,750
♪ Spider-Man, Spider-Man ♪
412
00:20:24,750 --> 00:20:28,458
♪ Radioactive Spider-Man ♪
413
00:20:36,875 --> 00:20:39,083
♪ Spider blood, spider blood ♪
414
00:20:39,083 --> 00:20:40,708
♪ Radioactive spider blood ♪
415
00:20:40,708 --> 00:20:41,708
♪ Spider blood ♪
416
00:20:41,708 --> 00:20:43,125
♪ Spider blood ♪
417
00:20:43,125 --> 00:20:44,291
♪ Spider-Man ♪
30109
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