Original subtitles

[Anastasia] Previously onSpider-Man.

-Leave us alone! -I'll do anything you say!

Of course, you will.

What deal was your mother making with Doc Ock?

Something called the Ausbach Fortune.

[Peter, thinking] It was a jewel theft.

The crime was attributed to a burglar known as The Cat.

Felicia's father!

As a boy, he was tricked into working for German spies.

He memorized a formula that created Captain America.

The Chameleon? But isn't he in jail?

[Kingpin] Chameleon, show us your cellmate.

[Doctor Octopus] It's Hardesky.

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

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

[Spider-Man] I need information about The Cat.

I can't help you at all.

-[cannons firing] -[explosion booms]

Now what?

[Kingpin] Well done, Chameleon.

I vowed never to reveal that formula to anyone!

-I have more persuasive methods. -[Felicia] No!

Fisk, what is the meaning of this?!

Allow me to introduce you to your father.

[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 ♪

[horns honking]

[thinking] Some superhero I turned out to be.

First, I was helpless to save Mary Jane,

and now I might never see Felicia again.

She and her mother have been missing for days.

Where could they be?

I feel like I'm losing everyone in my life one by one.

[dramatic music]

[device beeps]

[soft scraping]

[device beeping]

-[device beeps] -[alarm bell ringing]

Well, that's not exactly what I had in mind for tonight,

but I guess I should respond.

-[spider-sense tingling] -My Spidey-sense!

[Spider-Man groans]

I knew you would come, Spider.

[Spider-Man] Who are you?!

Just a stray Black Cat.

[Spider-Man] You're definitely getting enough vitamins!

Silly Spider, cats always land on their feet.

[groans] Hey, I was just being curious.

I wanted to see if I was as strong as you.

[Spider-Man] Well, you know what they say about curiosity.

Indeed. I also know the value of surprise!

-[smoke hissing] -[Spider-Man coughing]

Sorry, Spider.

I want to know just who's behind your mask.

[alarm bell ringing]

No, this isn't what I want after all.

It'll be far more rewarding

when you take the mask off for me willingly.

[doors thudding]

[officer] Get the door open!

Till next time.

[officer] Come on, get it open!

[Spider-Man] Whoever that woman was,

she gives new meaning to the word "knockout."

Uh-oh!

I'm outta here.

Hey, it's Spider-Man!

Spider-Man's been sighted in sector 814.

[Nick] Get him!

We've verified that the person in Hardesky's cell

is really The Chameleon.

Hardesky's gone!

I want to know Spider-Man's connection.

Is he trying to get the Super Soldier formula?

I'll have all your heads if it falls into the wrong hands.

[Kingpin] Nervous, Hardesky?

You should be.

If our little test subject has flown the coop,

it will be very unfortunate for you.

Don't worry, Kingpin.

I've trained The Black Cat to be unbeatable.

She should be returning now.

[Black Cat] Thanks for the vote of confidence.

Spare me the theatrics.

How did the operation go?

Piece of cake.

Congratulations, Landon.

It appears you have successfully recreated

the Super Soldier serum.

Recreated it?!

I have improved the formula.

Show Kingpin the new feature.

[high-pitched hum]

Ah, brilliant!

A built-in ability to hide one's super identity.

And hide the shame I feel

to be carrying out your wicked crimes.

As long as I keep your father hostage,

you, my dear Black Cat, will continue to do what I tell you.

Did you perchance encounter

that wall-crawling menace, Spider-Man?

No, I didn't.

Pity.

I should like to have known how your powers

would've measured up against his.

Look, I'm exhausted.

If you're finished having me jump through hoops,

I'd like to get some rest.

You are both dismissed, for now.

Take them back to a holding cell.

The test went well, but we'll need a few more days.

We must see if the formula has any negative side effects.

You'd better get some rest.

I'm fine.

I just said I was tired to get away from those two.

Between your coaching and the formula,

Black Cat's quite the feline felon.

Oh, I wanted something better for you,

better than the life I had.

Daddy, this isn't your fault.

There was no way you could've stopped The Kingpin

from giving me that serum.

Maybe, but what about all the times you needed me

when you were growing up, and I wasn't there?

Will you ever forgive me for that?

That's all in the past.

Tell me, now that you're all grown up,

is there anyone special in your life?

Actually, there is someone.

He's a lot like you, mysterious.

And you have strong feelings for him?

Yes, I'm afraid so.

Ah, family reunions are so touching.

I shall miss this little family after I have destroyed them.

And then she got in a fight with Spider-Man.

Called herself The Black Cat.

I was hoping there might be a file on her here,

but there isn't.

Do you know anything, Mr. Robertson?

Sorry, I haven't heard word one about a costumed adventurer,

but it looks like you've been

having adventures of your own, Peter.

Huh? How did that get there?

Peter, I need to talk to you in my office, now.

Did he call me Peter?

Was that our J. Jonah Jameson?

Uh, what's up, Mr. Jameson?

You're friends with Felicia Hardy.

Is she in some kind of trouble?

I'm not sure. Why do you ask?

Not that it's any of your business, Parker,

but Anastasia Hardy is a guest at my penthouse.

Mrs. Hardy is staying with you?

She's afraid to go home,

but she won't tell me what's wrong.

I tried all my other sources,

and now I'm reduced to asking you.

I don't know any more than you do.

Well, that's just dandy!

What are you wasting my time for?!

Go back to your rooftops and sewers!

[Peter] Right.

I can't believe it.

Jameson actually seems to care about someone.

At least that solves the mystery

of where Mrs. Hardy is.

-Nice view. -[Anastasia gasps]

How dare you come here?

I'm concerned about Felicia.

Nobody's seen her, and--

She's not here!

And even if she were, my family is none of your business.

Oh, no? If Felicia's life's in danger,

shouldn't something be done?!

There's nothing anyone can do!

-Nothing! -Mrs. Hardy, I'm begging you,

give me a chance to try!

I-- I can't!

Look, if you change your mind, you can contact me with this.

Just press the center to activate it.

I wish I knew what to do.

[loud whoosh]

Spider-Man?

[phone beeping]

Miss Grant, is Jonah there?

Well, when he gets in, tell him I'm going home.

-[Felicia gasping] -Shh!

Time to go, kitten.

Sorry, I'm sure the cells are bugged.

I'm just glad we're finally getting out of here.

There is no "we."

Only you have the super strength necessary to escape.

No, I won't go without you.

Please, no arguments.

I haven't given you much, kitten,

but I can give you your freedom.

Hurry.

[high-pitched hum]

Lead the way.

Where'd you get that?

Borrowed it from the lab.

[powder hissing]

Even at my best, kitten, I never had what it'll take

to escape from this fortress.

I'm not sure I do, either.

You do. Trust me.

[door whirring]

John Hardesky, I will come back for you.

-Mother? -[Anastasia gasps]

Felicia, my darling!

Where have you been?

Are you all right?

Yes, and I've seen Daddy.

You've seen your father?

He told me everything.

I want to save him, but I need help.

I suppose someone has already volunteered.

[Felicia gasps]

I knew he wouldn't let me down.

Don't worry.

We'll take care of everything.

When I got Mrs. Hardy's signal,

I assumed she was in some sort of danger.

But why on earth would she call me here?

Hey, Spider, care to dance?

Not this time.

-[Black Cat grunting] -[Spider-Man groans]

What have you got to do with the Hardys?

Cool it, Spider. I'm on your side.

[kick thuds]

I need your help to save another Cat, John Hardesky.

[Spider-Man] What's your connection to him?

He made me the Super Soldier I am today.

The formula, you've actually taken it?

Ooh, smart Spider.

[Spider-Man] I'm smart enough not to trust you.

I don't even know who you are!

I'm supposed to be your executioner

if Kingpin has his way.

Kingpin?

If you work for Kingpin, why don't you want to kill me?

Who knows?

Maybe it's your animal magnetism.

-[spider-sense tingling] -Now what?

Commander, it's Spider-Man.

-Get him. -Fire!

Black Cat, save yourself!

[grunts]

Now we're gonna I.D. him for sure!

-[Spider-Man grunts] -It's no use.

-The mask's coming off. -Is this private?

-[kick thuds] -[agents shouting]

You really put your foot in it this time, Spider.

[Black Cat grunts]

Stay with Spider-Man!

-[door thuds] -Nice touch.

[groans]

[explosion booms]

[Agent X] After him!

This ought to keep them in there!

Or maybe not!

Over here!

Need a lift?

I've got a feeling I'm gonna need this.

[tires screeching]

You miserable thieves!

[Spider-Man] We're not thieves!

Well, I'm not, but her I'm not so sure about.

[tires screeching]

[tires screeching]

I hate to be a backseat driver,

but this is a one-way street.

[Black Cat] Relax, I'm a New Yorker.

[Spider-Man] "Relax" doesn't go in

the same sentence as "New York"!

Oh, big, big bus!

[bus horn honks]

You didn't take lessons from a guy named Blade, did you?

Uh-oh!

[Black Cat] Ever hear the phrase, divide and conquer?

Where'd he go?

-[man screams] -I'm right here.

Cat!

Thanks for the ride.

All right, now where were we

before I was so rudely interrupted?

I was about to tell you what a good team we'll make.

I don't team with anyone.

You'll have to if we're going to save John Hardesky.

Look, I don't even know who you are.

Like you, I have my secrets,

but that doesn't mean you can't trust me.

All right, but we have to return this bike first.

-No problem. -And then let's discuss

this bad habit you have of taking things that aren't yours.

[alarm beeping]

It's The Cat! He got out of his cell somehow!

It would appear that The Cat has lost his touch.

Or was this alarm deliberately tripped as a diversion?

That would be just like you,

using surprise to help your protégé escape.

The Kingpin does not like surprises.

You had better hope that your kitten is still with us.

[beeps]

What's up, boys?

With the formula a success,

I no longer have need for either of you.

Guards! Dispose of these two alley cats.

Landon, go to your laboratory and manufacture enough serum

to make an army of Super Soldiers.

With pleasure.

[computer beeping]

[alarm beeping]

What's happening?!

You, but you were just taken away!

[The Cat] When The Cat is involved,

one should never believe everything they see.

Take this formula, for instance.

Now you see it...

[Landon] The formula!

-You're erasing it! -[alarm beeping]

[The Cat] Exactly.

This is the only kind of memory I ever trusted.

[Landon] You can't!

I guess the old Cat hasn't lost his touch after all.

-[computer beeping] -[Landon] No!

[Kingpin] As soon as you get a respectable distance

from Crime Central, finish them.

[Black Cat] We have to stall.

He may need more time.

Aah!

-[kick thuds] -[men groan]

Surprise!

-[kicks thud] -[man groans]

[men groan]

Nice job, partner.

[gasps]

Doc Ock!

Surrender, Spider-Man, unless you want to see

if this little Cat truly has nine lives.

No! I can't risk Black Cat's life.

Ah, how predictable.

Once again, Spider-Man falls prey

to his pitiful weakness: compassion.

We must find the real Hardesky at once.

And, oh, yes, the prisoners must be destroyed.

Before we go, there's one last thing I have to tell you.

[Spider-Man] Yes?

-[guns firing] -Duck!

[Spider-Man] Duck?!

Commander, the stealth sky ship

that attacked S.H.I.E.L.D. headquarters,

it's finally showed up on our sensors.

Tactical assault in progress.

Have you found John Hardesky?

Negative, but we've located Spider-Man and his companion.

Bring every agent in. Full attack formation!

Go!

[Kingpin] Look what they're doing to my stealth sky ship!

Kingpin, I've bad news!

Hardesky was left behind, hidden in my laboratory!

He has destroyed the formula!

What?! No!

-[guns firing] -[explosion booms]

[Spider-Man] If we stay here,

we may take a hit from either side, or both!

Personally, I like a little more control over my destiny.

I'm with you, Spider.

Lead on!

-Not so fast, my pretty! -[groans]

Hold it, Spider-Man, or else she gets hurt!

[Black Cat] Doc!

Nice web shot, Spider.

[groans loudly]

We shall meet again, Spider-Man,

Black Cat, this I promise you.

[door thuds]

[computer beeping]

Hurry, I'm running out of webbing again!

And this thing's running out of gas.

I'm aiming it toward the river.

Time to abandon ship.

[Spider-Man] We all know how cats feel about water,

but I think I can keep your paws dry.

[Black Cat] Very impressive.

[Spider-Man] I'm getting pretty good at this.

Hope old John Hardesky took care of business

and got away safely.

[Black Cat] If there's one man I'm sure I can count on,

it's John Hardesky.

Great working with you, Spider.

Don't be surprised if I cross your path again.

Huh? What?

Hey!

What is it with me?

Why do women always leave me high and wet?

Well, at least when she wasn't looking,

I put a spider tracer on her.

Huh? She put it back on me!

At least this time we get to say goodbye.

[John] I hate to leave, but there is no other way.

Twenty years ago, we never had that chance.

I am sorry for that, Anastasia.

I can't let you leave me again.

I love you too much, Daddy.

I love you, too, kitten.

That's why I must go.

You can never lead a normal life with me in it.

I know too much.

Oh, John, there's no place where you'll be safe.

What kind of a life is that?

But you're forgetting, The Cat has many lives.

Perhaps one of them will be right for me.

Ready, Spider-Man?

Ready.

He's gone from our lives once more.

[Anastasia] Yes, but thank heaven he's alive and free.

[Spider-Man] Are you sure you want to do this?

I don't want to, but I have to.

You see, I've got a secret in here

that could destroy the world.

And there's only one place

where I'll be able to keep it safe.

Then here goes.

Don't ever tell Felicia where I am.

-I won't. -And don't worry about me.

Now get out of here.

And thanks.

Commander Fury, it's Hardesky!

It looks like he's waiting for us!

Well, what do you know?

Bring him in, and if you see Spider-Man around,

tell him I said thanks.

Something tells me he had his web-covered hand in this.

Before all this started,

I'd hoped to turn to Felicia with my grief,

but she has more than enough problems

of her own to deal with.

It looks like I'm alone again.

Or am I?

Have I found a kindred spirit in The Black Cat?

I just wish I knew who she was.

[upbeat rock music]

♪ Spider-Man, Spider-Man ♪

♪ Radioactive Spider-Man ♪

♪ Spider blood, spider blood ♪

♪ Radioactive spider blood ♪

♪ Spider blood ♪

♪ Spider blood ♪

♪ Spider-Man ♪