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1
00:00:01,958 --> 00:00:03,416
[Anastasia]
Previously onSpider-Man.
2
00:00:03,416 --> 00:00:04,416
-Leave us alone!
-I'll do anything you say!
3
00:00:04,416 --> 00:00:06,000
Of course, you will.
4
00:00:06,000 --> 00:00:08,583
What deal was your mother
making with Doc Ock?
5
00:00:08,583 --> 00:00:11,458
Something called
the Ausbach Fortune.
6
00:00:11,458 --> 00:00:13,583
[Peter, thinking]
It was a jewel theft.
7
00:00:13,583 --> 00:00:16,000
The crime was attributed
to a burglar known as The Cat.
8
00:00:16,000 --> 00:00:17,958
Felicia's father!
9
00:00:17,958 --> 00:00:20,458
As a boy, he was tricked
into working for German spies.
10
00:00:20,458 --> 00:00:23,750
He memorized a formula
that created Captain America.
11
00:00:23,750 --> 00:00:25,875
The Chameleon?
But isn't he in jail?
12
00:00:25,875 --> 00:00:27,875
[Kingpin] Chameleon,
show us your cellmate.
13
00:00:27,875 --> 00:00:29,750
[Doctor Octopus]
It's Hardesky.
14
00:00:29,750 --> 00:00:34,250
Hardesky holds a secret
that is worth a king's ransom.
15
00:00:34,250 --> 00:00:36,958
Have you ever heard
of S.H.I.E.L.D.?
16
00:00:36,958 --> 00:00:38,833
[Spider-Man] I need
information about The Cat.
17
00:00:38,833 --> 00:00:40,166
I can't help you at all.
18
00:00:40,166 --> 00:00:42,000
-[cannons firing]
-[explosion booms]
19
00:00:42,000 --> 00:00:43,416
Now what?
20
00:00:43,416 --> 00:00:45,250
[Kingpin] Well done, Chameleon.
21
00:00:45,250 --> 00:00:49,166
I vowed never to reveal
that formula to anyone!
22
00:00:49,166 --> 00:00:51,416
-I have more persuasive methods.
-[Felicia] No!
23
00:00:51,416 --> 00:00:54,333
Fisk, what
is the meaning of this?!
24
00:00:54,333 --> 00:00:58,375
Allow me to introduce
you to your father.
25
00:01:00,125 --> 00:01:03,375
[upbeat rock music]
26
00:01:09,625 --> 00:01:11,625
♪ Spider-Man ♪
27
00:01:11,625 --> 00:01:13,875
♪ Spider-Man ♪
28
00:01:13,875 --> 00:01:17,458
♪ Radioactive Spider-Man ♪
29
00:01:17,458 --> 00:01:19,583
♪ Spider-Man ♪
30
00:01:19,583 --> 00:01:21,500
♪ Spider-Man ♪
31
00:01:21,500 --> 00:01:25,958
♪ Radioactive Spider-Man ♪
32
00:01:25,958 --> 00:01:27,625
♪ Spider-Man ♪
33
00:01:27,625 --> 00:01:29,458
♪ Spider-Man ♪
34
00:01:29,458 --> 00:01:33,875
♪ Radioactive Spider-Man ♪
35
00:01:40,083 --> 00:01:42,083
♪ Spider blood
Spider blood ♪
36
00:01:42,083 --> 00:01:44,083
♪ Radioactive spider blood ♪
37
00:01:44,083 --> 00:01:46,125
♪ Spider blood
Spider blood ♪
38
00:01:46,125 --> 00:01:48,291
♪ Radioactive spider blood ♪
39
00:01:50,708 --> 00:01:52,083
[explosions booming]
40
00:01:53,458 --> 00:01:55,166
[growling]
41
00:01:56,166 --> 00:01:57,208
♪ Spider-Man ♪
42
00:01:57,208 --> 00:01:58,458
♪ Spider-Man ♪
43
00:02:00,708 --> 00:02:02,208
[horns honking]
44
00:02:07,000 --> 00:02:09,875
[thinking] Some superhero
I turned out to be.
45
00:02:09,875 --> 00:02:12,208
First, I was helpless
to save Mary Jane,
46
00:02:12,208 --> 00:02:14,708
and now I might
never see Felicia again.
47
00:02:14,708 --> 00:02:16,291
She and her mother
have been missing for days.
48
00:02:16,291 --> 00:02:18,125
Where could they be?
49
00:02:18,125 --> 00:02:22,208
I feel like I'm losing everyone
in my life one by one.
50
00:02:23,708 --> 00:02:26,250
[dramatic music]
51
00:02:35,333 --> 00:02:36,416
[device beeps]
52
00:02:37,750 --> 00:02:40,583
[soft scraping]
53
00:02:45,166 --> 00:02:47,166
[device beeping]
54
00:02:59,875 --> 00:03:01,875
-[device beeps]
-[alarm bell ringing]
55
00:03:01,875 --> 00:03:04,583
Well, that's not exactly what
I had in mind for tonight,
56
00:03:04,583 --> 00:03:06,958
but I guess I should respond.
57
00:03:06,958 --> 00:03:09,000
-[spider-sense tingling]
-My Spidey-sense!
58
00:03:09,000 --> 00:03:10,708
[Spider-Man groans]
59
00:03:10,708 --> 00:03:12,958
I knew you would come, Spider.
60
00:03:12,958 --> 00:03:14,458
[Spider-Man] Who are you?!
61
00:03:14,458 --> 00:03:17,416
Just a stray Black Cat.
62
00:03:17,416 --> 00:03:20,000
[Spider-Man] You're definitely
getting enough vitamins!
63
00:03:20,000 --> 00:03:23,958
Silly Spider, cats always
land on their feet.
64
00:03:25,250 --> 00:03:28,583
[groans]
Hey, I was just being curious.
65
00:03:28,583 --> 00:03:31,625
I wanted to see
if I was as strong as you.
66
00:03:31,625 --> 00:03:33,250
[Spider-Man] Well, you know
what they say about curiosity.
67
00:03:33,250 --> 00:03:37,333
Indeed. I also know
the value of surprise!
68
00:03:37,333 --> 00:03:39,166
-[smoke hissing]
-[Spider-Man coughing]
69
00:03:39,166 --> 00:03:41,083
Sorry, Spider.
70
00:03:41,083 --> 00:03:45,208
I want to know just
who's behind your mask.
71
00:03:48,291 --> 00:03:49,750
[alarm bell ringing]
72
00:03:49,750 --> 00:03:52,708
No, this isn't
what I want after all.
73
00:03:54,875 --> 00:03:56,583
It'll be far more rewarding
74
00:03:56,583 --> 00:04:00,166
when you take the mask
off for me willingly.
75
00:04:00,166 --> 00:04:01,291
[doors thudding]
76
00:04:01,291 --> 00:04:02,458
[officer] Get the door open!
77
00:04:02,458 --> 00:04:03,708
Till next time.
78
00:04:03,708 --> 00:04:05,166
[officer]
Come on, get it open!
79
00:04:05,166 --> 00:04:06,875
[Spider-Man]
Whoever that woman was,
80
00:04:06,875 --> 00:04:09,083
she gives new meaning
to the word "knockout."
81
00:04:09,083 --> 00:04:10,708
Uh-oh!
82
00:04:10,708 --> 00:04:12,583
I'm outta here.
83
00:04:12,583 --> 00:04:14,333
Hey, it's Spider-Man!
84
00:04:14,333 --> 00:04:17,166
Spider-Man's been sighted
in sector 814.
85
00:04:17,166 --> 00:04:19,000
[Nick] Get him!
86
00:04:19,000 --> 00:04:21,250
We've verified that the person
in Hardesky's cell
87
00:04:21,250 --> 00:04:22,833
is really The Chameleon.
88
00:04:22,833 --> 00:04:24,458
Hardesky's gone!
89
00:04:24,458 --> 00:04:26,833
I want to know
Spider-Man's connection.
90
00:04:26,833 --> 00:04:30,458
Is he trying to get
the Super Soldier formula?
91
00:04:30,458 --> 00:04:34,708
I'll have all your heads if
it falls into the wrong hands.
92
00:04:35,875 --> 00:04:38,000
[Kingpin]
Nervous, Hardesky?
93
00:04:38,000 --> 00:04:39,625
You should be.
94
00:04:39,625 --> 00:04:41,833
If our little test subject
has flown the coop,
95
00:04:41,833 --> 00:04:45,083
it will be
very unfortunate for you.
96
00:04:45,083 --> 00:04:46,708
Don't worry, Kingpin.
97
00:04:46,708 --> 00:04:48,708
I've trained The Black Cat
to be unbeatable.
98
00:04:48,708 --> 00:04:51,416
She should be returning now.
99
00:04:51,416 --> 00:04:54,250
[Black Cat] Thanks
for the vote of confidence.
100
00:04:54,250 --> 00:04:55,458
Spare me the theatrics.
101
00:04:55,458 --> 00:04:57,458
How did the operation go?
102
00:04:57,458 --> 00:04:58,583
Piece of cake.
103
00:04:58,583 --> 00:05:01,250
Congratulations, Landon.
104
00:05:01,250 --> 00:05:04,583
It appears you have
successfully recreated
105
00:05:04,583 --> 00:05:05,958
the Super Soldier serum.
106
00:05:05,958 --> 00:05:07,583
Recreated it?!
107
00:05:07,583 --> 00:05:09,625
I have improved the formula.
108
00:05:09,625 --> 00:05:12,708
Show Kingpin the new feature.
109
00:05:12,708 --> 00:05:14,416
[high-pitched hum]
110
00:05:14,416 --> 00:05:16,125
Ah, brilliant!
111
00:05:16,125 --> 00:05:20,333
A built-in ability to hide
one's super identity.
112
00:05:20,333 --> 00:05:22,291
And hide the shame I feel
113
00:05:22,291 --> 00:05:24,833
to be carrying out
your wicked crimes.
114
00:05:24,833 --> 00:05:27,583
As long as I keep
your father hostage,
115
00:05:27,583 --> 00:05:34,208
you, my dear Black Cat, will
continue to do what I tell you.
116
00:05:34,208 --> 00:05:35,708
Did you perchance encounter
117
00:05:35,708 --> 00:05:38,833
that wall-crawling menace,
Spider-Man?
118
00:05:38,833 --> 00:05:40,208
No, I didn't.
119
00:05:40,208 --> 00:05:41,833
Pity.
120
00:05:41,833 --> 00:05:43,375
I should like to have known
how your powers
121
00:05:43,375 --> 00:05:45,833
would've measured up
against his.
122
00:05:45,833 --> 00:05:47,708
Look, I'm exhausted.
123
00:05:47,708 --> 00:05:50,125
If you're finished having me
jump through hoops,
124
00:05:50,125 --> 00:05:52,000
I'd like to get some rest.
125
00:05:52,000 --> 00:05:54,833
You are both dismissed, for now.
126
00:05:54,833 --> 00:05:57,875
Take them back
to a holding cell.
127
00:05:57,875 --> 00:06:01,000
The test went well,
but we'll need a few more days.
128
00:06:01,000 --> 00:06:05,083
We must see if the formula
has any negative side effects.
129
00:06:08,000 --> 00:06:09,000
You'd better get some rest.
130
00:06:09,000 --> 00:06:10,833
I'm fine.
131
00:06:10,833 --> 00:06:13,333
I just said I was tired
to get away from those two.
132
00:06:13,333 --> 00:06:15,708
Between your coaching
and the formula,
133
00:06:15,708 --> 00:06:18,708
Black Cat's
quite the feline felon.
134
00:06:18,708 --> 00:06:22,291
Oh, I wanted something
better for you,
135
00:06:22,291 --> 00:06:24,208
better than the life I had.
136
00:06:24,208 --> 00:06:25,875
Daddy, this isn't your fault.
137
00:06:25,875 --> 00:06:28,333
There was no way you
could've stopped The Kingpin
138
00:06:28,333 --> 00:06:30,083
from giving me that serum.
139
00:06:30,083 --> 00:06:32,250
Maybe, but what about
all the times you needed me
140
00:06:32,250 --> 00:06:34,708
when you were growing up,
and I wasn't there?
141
00:06:34,708 --> 00:06:36,458
Will you ever
forgive me for that?
142
00:06:36,458 --> 00:06:38,333
That's all in the past.
143
00:06:38,333 --> 00:06:40,500
Tell me, now
that you're all grown up,
144
00:06:40,500 --> 00:06:42,708
is there anyone special
in your life?
145
00:06:42,708 --> 00:06:44,583
Actually, there is someone.
146
00:06:44,583 --> 00:06:47,083
He's a lot like you, mysterious.
147
00:06:47,083 --> 00:06:49,500
And you have
strong feelings for him?
148
00:06:49,500 --> 00:06:51,500
Yes, I'm afraid so.
149
00:06:51,500 --> 00:06:55,333
Ah, family reunions
are so touching.
150
00:06:55,333 --> 00:07:00,625
I shall miss this little family
after I have destroyed them.
151
00:07:00,625 --> 00:07:02,833
And then she got
in a fight with Spider-Man.
152
00:07:02,833 --> 00:07:05,333
Called herself The Black Cat.
153
00:07:05,333 --> 00:07:06,875
I was hoping there
might be a file on her here,
154
00:07:06,875 --> 00:07:08,416
but there isn't.
155
00:07:08,416 --> 00:07:10,375
Do you know anything,
Mr. Robertson?
156
00:07:10,375 --> 00:07:13,625
Sorry, I haven't heard word one
about a costumed adventurer,
157
00:07:13,625 --> 00:07:15,166
but it looks like you've been
158
00:07:15,166 --> 00:07:17,458
having adventures
of your own, Peter.
159
00:07:17,458 --> 00:07:20,083
Huh?
How did that get there?
160
00:07:20,083 --> 00:07:23,875
Peter, I need to talk
to you in my office, now.
161
00:07:23,875 --> 00:07:25,750
Did he call me Peter?
162
00:07:25,750 --> 00:07:27,958
Was that our J. Jonah Jameson?
163
00:07:29,125 --> 00:07:31,333
Uh, what's up, Mr. Jameson?
164
00:07:31,333 --> 00:07:34,166
You're friends
with Felicia Hardy.
165
00:07:34,166 --> 00:07:36,083
Is she in some kind of trouble?
166
00:07:36,083 --> 00:07:37,833
I'm not sure.
Why do you ask?
167
00:07:37,833 --> 00:07:40,000
Not that it's
any of your business, Parker,
168
00:07:40,000 --> 00:07:45,125
but Anastasia Hardy is
a guest at my penthouse.
169
00:07:45,125 --> 00:07:46,458
Mrs. Hardy is staying with you?
170
00:07:46,458 --> 00:07:48,000
She's afraid to go home,
171
00:07:48,000 --> 00:07:49,708
but she won't tell me
what's wrong.
172
00:07:49,708 --> 00:07:51,458
I tried all my other sources,
173
00:07:51,458 --> 00:07:54,458
and now I'm reduced
to asking you.
174
00:07:54,458 --> 00:07:56,125
I don't know
any more than you do.
175
00:07:56,125 --> 00:07:57,458
Well, that's just dandy!
176
00:07:57,458 --> 00:07:59,500
What are you wasting
my time for?!
177
00:07:59,500 --> 00:08:01,583
Go back to your rooftops
and sewers!
178
00:08:01,583 --> 00:08:02,750
[Peter] Right.
179
00:08:02,750 --> 00:08:04,583
I can't believe it.
180
00:08:04,583 --> 00:08:07,291
Jameson actually seems
to care about someone.
181
00:08:07,291 --> 00:08:08,875
At least
that solves the mystery
182
00:08:08,875 --> 00:08:10,208
of where Mrs. Hardy is.
183
00:08:11,458 --> 00:08:12,583
-Nice view.
-[Anastasia gasps]
184
00:08:12,583 --> 00:08:14,000
How dare you come here?
185
00:08:14,000 --> 00:08:15,333
I'm concerned about Felicia.
186
00:08:15,333 --> 00:08:16,458
Nobody's seen her, and--
187
00:08:16,458 --> 00:08:18,291
She's not here!
188
00:08:18,291 --> 00:08:20,458
And even if she were, my family
is none of your business.
189
00:08:20,458 --> 00:08:22,583
Oh, no?
If Felicia's life's in danger,
190
00:08:22,583 --> 00:08:24,250
shouldn't something be done?!
191
00:08:24,250 --> 00:08:25,708
There's nothing anyone can do!
192
00:08:25,708 --> 00:08:27,833
-Nothing!
-Mrs. Hardy, I'm begging you,
193
00:08:27,833 --> 00:08:28,958
give me a chance to try!
194
00:08:28,958 --> 00:08:30,958
I-- I can't!
195
00:08:30,958 --> 00:08:33,708
Look, if you change your mind,
you can contact me with this.
196
00:08:33,708 --> 00:08:35,458
Just press the center
to activate it.
197
00:08:35,458 --> 00:08:37,208
I wish I knew what to do.
198
00:08:37,208 --> 00:08:38,250
[loud whoosh]
199
00:08:38,250 --> 00:08:40,291
Spider-Man?
200
00:08:42,000 --> 00:08:43,208
[phone beeping]
201
00:08:43,208 --> 00:08:45,583
Miss Grant, is Jonah there?
202
00:08:45,583 --> 00:08:48,833
Well, when he gets in,
tell him I'm going home.
203
00:08:54,208 --> 00:08:55,208
-[Felicia gasping]
-Shh!
204
00:08:55,208 --> 00:08:56,291
Time to go, kitten.
205
00:09:00,250 --> 00:09:03,166
Sorry, I'm sure
the cells are bugged.
206
00:09:03,166 --> 00:09:05,208
I'm just glad we're finally
getting out of here.
207
00:09:05,208 --> 00:09:06,875
There is no "we."
208
00:09:06,875 --> 00:09:09,708
Only you have the super strength
necessary to escape.
209
00:09:09,708 --> 00:09:11,291
No, I won't go without you.
210
00:09:11,291 --> 00:09:13,166
Please, no arguments.
211
00:09:13,166 --> 00:09:14,416
I haven't given you much,
kitten,
212
00:09:14,416 --> 00:09:16,458
but I can give you your freedom.
213
00:09:18,583 --> 00:09:19,625
Hurry.
214
00:09:21,000 --> 00:09:22,375
[high-pitched hum]
215
00:09:22,375 --> 00:09:23,833
Lead the way.
216
00:09:28,958 --> 00:09:30,708
Where'd you get that?
217
00:09:30,708 --> 00:09:32,458
Borrowed it from the lab.
218
00:09:32,458 --> 00:09:35,416
[powder hissing]
219
00:09:37,875 --> 00:09:40,125
Even at my best, kitten,
I never had what it'll take
220
00:09:40,125 --> 00:09:42,166
to escape from this fortress.
221
00:09:42,166 --> 00:09:43,875
I'm not sure I do, either.
222
00:09:43,875 --> 00:09:46,000
You do. Trust me.
223
00:09:53,958 --> 00:09:56,250
[door whirring]
224
00:09:58,458 --> 00:10:01,875
John Hardesky,
I will come back for you.
225
00:10:07,083 --> 00:10:08,708
-Mother?
-[Anastasia gasps]
226
00:10:08,708 --> 00:10:09,708
Felicia, my darling!
227
00:10:09,708 --> 00:10:10,875
Where have you been?
228
00:10:10,875 --> 00:10:11,958
Are you all right?
229
00:10:11,958 --> 00:10:14,458
Yes, and I've seen Daddy.
230
00:10:14,458 --> 00:10:15,625
You've seen your father?
231
00:10:15,625 --> 00:10:18,125
He told me everything.
232
00:10:18,125 --> 00:10:20,375
I want to save him,
but I need help.
233
00:10:20,375 --> 00:10:23,458
I suppose someone
has already volunteered.
234
00:10:23,458 --> 00:10:24,875
[Felicia gasps]
235
00:10:24,875 --> 00:10:25,958
I knew he wouldn't let me down.
236
00:10:25,958 --> 00:10:27,208
Don't worry.
237
00:10:27,208 --> 00:10:29,625
We'll take care of everything.
238
00:10:31,750 --> 00:10:33,625
When I got
Mrs. Hardy's signal,
239
00:10:33,625 --> 00:10:35,750
I assumed she was
in some sort of danger.
240
00:10:35,750 --> 00:10:38,416
But why on earth
would she call me here?
241
00:10:41,083 --> 00:10:43,291
Hey, Spider, care to dance?
242
00:10:43,291 --> 00:10:45,000
Not this time.
243
00:10:45,000 --> 00:10:47,458
-[Black Cat grunting]
-[Spider-Man groans]
244
00:10:47,458 --> 00:10:48,958
What have you got
to do with the Hardys?
245
00:10:48,958 --> 00:10:51,500
Cool it, Spider.
I'm on your side.
246
00:10:51,500 --> 00:10:53,583
[kick thuds]
247
00:10:53,583 --> 00:10:57,166
I need your help to save
another Cat, John Hardesky.
248
00:10:57,166 --> 00:10:58,875
[Spider-Man] What's
your connection to him?
249
00:10:58,875 --> 00:11:02,208
He made me the Super Soldier
I am today.
250
00:11:02,208 --> 00:11:04,458
The formula,
you've actually taken it?
251
00:11:04,458 --> 00:11:07,000
Ooh, smart Spider.
252
00:11:07,000 --> 00:11:09,458
[Spider-Man] I'm smart
enough not to trust you.
253
00:11:09,458 --> 00:11:11,083
I don't even know who you are!
254
00:11:11,083 --> 00:11:13,583
I'm supposed to be
your executioner
255
00:11:13,583 --> 00:11:15,208
if Kingpin has his way.
256
00:11:15,208 --> 00:11:17,000
Kingpin?
257
00:11:17,000 --> 00:11:19,208
If you work for Kingpin,
why don't you want to kill me?
258
00:11:19,208 --> 00:11:20,583
Who knows?
259
00:11:20,583 --> 00:11:22,458
Maybe it's
your animal magnetism.
260
00:11:22,458 --> 00:11:24,000
-[spider-sense tingling]
-Now what?
261
00:11:24,000 --> 00:11:25,458
Commander, it's Spider-Man.
262
00:11:25,458 --> 00:11:26,833
-Get him.
-Fire!
263
00:11:26,833 --> 00:11:28,750
Black Cat, save yourself!
264
00:11:28,750 --> 00:11:30,333
[grunts]
265
00:11:30,333 --> 00:11:31,875
Now we're gonna
I.D. him for sure!
266
00:11:35,583 --> 00:11:37,208
-[Spider-Man grunts]
-It's no use.
267
00:11:37,208 --> 00:11:39,458
-The mask's coming off.
-Is this private?
268
00:11:39,458 --> 00:11:41,166
-[kick thuds]
-[agents shouting]
269
00:11:49,500 --> 00:11:51,875
You really put your foot
in it this time, Spider.
270
00:11:51,875 --> 00:11:52,875
[Black Cat grunts]
271
00:11:54,750 --> 00:11:56,416
Stay with Spider-Man!
272
00:11:58,875 --> 00:12:00,708
-[door thuds]
-Nice touch.
273
00:12:05,958 --> 00:12:07,000
[groans]
274
00:12:07,000 --> 00:12:08,125
[explosion booms]
275
00:12:08,125 --> 00:12:09,291
[Agent X] After him!
276
00:12:12,958 --> 00:12:14,166
This ought
to keep them in there!
277
00:12:14,166 --> 00:12:15,291
Or maybe not!
278
00:12:16,458 --> 00:12:17,458
Over here!
279
00:12:18,458 --> 00:12:20,000
Need a lift?
280
00:12:20,000 --> 00:12:21,208
I've got a feeling
I'm gonna need this.
281
00:12:21,208 --> 00:12:22,375
[tires screeching]
282
00:12:22,375 --> 00:12:24,166
You miserable thieves!
283
00:12:24,166 --> 00:12:26,083
[Spider-Man]
We're not thieves!
284
00:12:26,083 --> 00:12:28,708
Well, I'm not,
but her I'm not so sure about.
285
00:12:29,875 --> 00:12:30,958
[tires screeching]
286
00:12:34,583 --> 00:12:35,750
[tires screeching]
287
00:12:37,500 --> 00:12:38,750
I hate to be a backseat driver,
288
00:12:38,750 --> 00:12:40,583
but this is a one-way street.
289
00:12:40,583 --> 00:12:42,208
[Black Cat]
Relax, I'm a New Yorker.
290
00:12:42,208 --> 00:12:43,708
[Spider-Man]
"Relax" doesn't go in
291
00:12:43,708 --> 00:12:45,333
the same sentence as "New York"!
292
00:12:45,333 --> 00:12:48,500
Oh, big, big bus!
293
00:12:48,500 --> 00:12:51,333
[bus horn honks]
294
00:12:51,333 --> 00:12:53,708
You didn't take lessons
from a guy named Blade, did you?
295
00:13:03,458 --> 00:13:05,291
Uh-oh!
296
00:13:05,291 --> 00:13:07,291
[Black Cat] Ever hear
the phrase, divide and conquer?
297
00:13:14,750 --> 00:13:16,583
Where'd he go?
298
00:13:20,375 --> 00:13:21,833
-[man screams]
-I'm right here.
299
00:13:36,166 --> 00:13:37,208
Cat!
300
00:13:40,166 --> 00:13:41,875
Thanks for the ride.
301
00:13:50,833 --> 00:13:52,208
All right,
now where were we
302
00:13:52,208 --> 00:13:54,000
before I was
so rudely interrupted?
303
00:13:54,000 --> 00:13:57,291
I was about to tell you
what a good team we'll make.
304
00:13:57,291 --> 00:13:59,000
I don't team with anyone.
305
00:13:59,000 --> 00:14:01,583
You'll have to if we're
going to save John Hardesky.
306
00:14:01,583 --> 00:14:03,708
Look, I don't even know
who you are.
307
00:14:03,708 --> 00:14:05,750
Like you, I have my secrets,
308
00:14:05,750 --> 00:14:07,583
but that doesn't mean
you can't trust me.
309
00:14:07,583 --> 00:14:10,083
All right, but we have
to return this bike first.
310
00:14:10,083 --> 00:14:12,166
-No problem.
-And then let's discuss
311
00:14:12,166 --> 00:14:14,750
this bad habit you have of
taking things that aren't yours.
312
00:14:16,458 --> 00:14:19,291
[alarm beeping]
313
00:14:27,458 --> 00:14:29,583
It's The Cat!
He got out of his cell somehow!
314
00:14:29,583 --> 00:14:32,833
It would appear that
The Cat has lost his touch.
315
00:14:32,833 --> 00:14:37,208
Or was this alarm deliberately
tripped as a diversion?
316
00:14:37,208 --> 00:14:38,750
That would be just like you,
317
00:14:38,750 --> 00:14:42,000
using surprise to help
your protégé escape.
318
00:14:42,000 --> 00:14:45,333
The Kingpin does
not like surprises.
319
00:14:45,333 --> 00:14:49,458
You had better hope that
your kitten is still with us.
320
00:14:49,458 --> 00:14:50,833
[beeps]
321
00:14:52,458 --> 00:14:54,250
What's up, boys?
322
00:14:54,250 --> 00:14:56,291
With the formula a success,
323
00:14:56,291 --> 00:14:59,875
I no longer have need
for either of you.
324
00:14:59,875 --> 00:15:04,000
Guards! Dispose
of these two alley cats.
325
00:15:04,000 --> 00:15:08,625
Landon, go to your laboratory
and manufacture enough serum
326
00:15:08,625 --> 00:15:12,000
to make an army
of Super Soldiers.
327
00:15:12,000 --> 00:15:13,125
With pleasure.
328
00:15:15,625 --> 00:15:17,000
[computer beeping]
329
00:15:17,000 --> 00:15:18,291
[alarm beeping]
330
00:15:18,291 --> 00:15:19,958
What's happening?!
331
00:15:19,958 --> 00:15:21,875
You, but you were
just taken away!
332
00:15:21,875 --> 00:15:23,458
[The Cat]
When The Cat is involved,
333
00:15:23,458 --> 00:15:26,458
one should never believe
everything they see.
334
00:15:26,458 --> 00:15:28,583
Take this formula, for instance.
335
00:15:28,583 --> 00:15:29,875
Now you see it...
336
00:15:29,875 --> 00:15:31,500
[Landon] The formula!
337
00:15:31,500 --> 00:15:33,458
-You're erasing it!
-[alarm beeping]
338
00:15:33,458 --> 00:15:35,000
[The Cat] Exactly.
339
00:15:35,000 --> 00:15:37,000
This is the only kind
of memory I ever trusted.
340
00:15:37,000 --> 00:15:38,458
[Landon] You can't!
341
00:15:40,250 --> 00:15:43,708
I guess the old Cat
hasn't lost his touch after all.
342
00:15:43,708 --> 00:15:46,250
-[computer beeping]
-[Landon] No!
343
00:15:46,250 --> 00:15:49,166
[Kingpin] As soon as you
get a respectable distance
344
00:15:49,166 --> 00:15:51,333
from Crime Central,
finish them.
345
00:15:51,333 --> 00:15:52,708
[Black Cat]
We have to stall.
346
00:15:52,708 --> 00:15:54,208
He may need more time.
347
00:15:54,208 --> 00:15:55,500
Aah!
348
00:16:01,583 --> 00:16:03,208
-[kick thuds]
-[men groan]
349
00:16:03,208 --> 00:16:04,458
Surprise!
350
00:16:07,375 --> 00:16:08,458
-[kicks thud]
-[man groans]
351
00:16:08,458 --> 00:16:09,500
[men groan]
352
00:16:09,500 --> 00:16:10,750
Nice job, partner.
353
00:16:10,750 --> 00:16:11,750
[gasps]
354
00:16:11,750 --> 00:16:13,375
Doc Ock!
355
00:16:13,375 --> 00:16:15,625
Surrender, Spider-Man,
unless you want to see
356
00:16:15,625 --> 00:16:20,250
if this little Cat
truly has nine lives.
357
00:16:20,250 --> 00:16:23,000
No! I can't risk
Black Cat's life.
358
00:16:23,000 --> 00:16:24,750
Ah, how predictable.
359
00:16:24,750 --> 00:16:27,333
Once again,
Spider-Man falls prey
360
00:16:27,333 --> 00:16:30,500
to his pitiful weakness:
compassion.
361
00:16:30,500 --> 00:16:33,291
We must find
the real Hardesky at once.
362
00:16:33,291 --> 00:16:37,958
And, oh, yes, the prisoners
must be destroyed.
363
00:16:42,458 --> 00:16:45,833
Before we go, there's one
last thing I have to tell you.
364
00:16:45,833 --> 00:16:46,958
[Spider-Man] Yes?
365
00:16:46,958 --> 00:16:48,458
-[guns firing]
-Duck!
366
00:16:48,458 --> 00:16:49,583
[Spider-Man] Duck?!
367
00:16:49,583 --> 00:16:51,333
Commander, the stealth sky ship
368
00:16:51,333 --> 00:16:52,875
that attacked
S.H.I.E.L.D. headquarters,
369
00:16:52,875 --> 00:16:55,000
it's finally showed up
on our sensors.
370
00:16:55,000 --> 00:16:56,708
Tactical assault in progress.
371
00:16:56,708 --> 00:16:58,875
Have you found John Hardesky?
372
00:16:58,875 --> 00:17:02,750
Negative, but we've located
Spider-Man and his companion.
373
00:17:02,750 --> 00:17:04,583
Bring every agent in.
Full attack formation!
374
00:17:04,583 --> 00:17:05,625
Go!
375
00:17:14,125 --> 00:17:17,000
[Kingpin] Look what they're
doing to my stealth sky ship!
376
00:17:17,000 --> 00:17:18,875
Kingpin, I've bad news!
377
00:17:18,875 --> 00:17:22,083
Hardesky was left behind,
hidden in my laboratory!
378
00:17:22,083 --> 00:17:24,500
He has destroyed the formula!
379
00:17:24,500 --> 00:17:26,875
What?! No!
380
00:17:26,875 --> 00:17:29,250
-[guns firing]
-[explosion booms]
381
00:17:29,250 --> 00:17:30,833
[Spider-Man] If we stay here,
382
00:17:30,833 --> 00:17:32,875
we may take a hit
from either side, or both!
383
00:17:32,875 --> 00:17:36,125
Personally, I like a little
more control over my destiny.
384
00:17:37,708 --> 00:17:38,750
I'm with you, Spider.
385
00:17:38,750 --> 00:17:39,875
Lead on!
386
00:17:43,458 --> 00:17:46,708
-Not so fast, my pretty!
-[groans]
387
00:17:46,708 --> 00:17:49,208
Hold it, Spider-Man,
or else she gets hurt!
388
00:17:57,208 --> 00:17:58,583
[Black Cat] Doc!
389
00:18:04,875 --> 00:18:06,625
Nice web shot, Spider.
390
00:18:09,166 --> 00:18:10,708
[groans loudly]
391
00:18:10,708 --> 00:18:13,000
We shall meet again, Spider-Man,
392
00:18:13,000 --> 00:18:16,875
Black Cat, this I promise you.
393
00:18:16,875 --> 00:18:17,875
[door thuds]
394
00:18:17,875 --> 00:18:19,708
[computer beeping]
395
00:18:19,708 --> 00:18:21,875
Hurry, I'm running out
of webbing again!
396
00:18:21,875 --> 00:18:23,750
And this thing's
running out of gas.
397
00:18:23,750 --> 00:18:25,375
I'm aiming it toward the river.
398
00:18:25,375 --> 00:18:27,000
Time to abandon ship.
399
00:18:28,750 --> 00:18:31,000
[Spider-Man] We all know
how cats feel about water,
400
00:18:31,000 --> 00:18:33,208
but I think I can
keep your paws dry.
401
00:18:34,875 --> 00:18:36,583
[Black Cat] Very impressive.
402
00:18:36,583 --> 00:18:39,291
[Spider-Man] I'm getting
pretty good at this.
403
00:18:39,291 --> 00:18:41,000
Hope old John Hardesky
took care of business
404
00:18:41,000 --> 00:18:42,875
and got away safely.
405
00:18:42,875 --> 00:18:46,083
[Black Cat] If there's one man
I'm sure I can count on,
406
00:18:46,083 --> 00:18:47,500
it's John Hardesky.
407
00:18:47,500 --> 00:18:49,958
Great working with you, Spider.
408
00:18:49,958 --> 00:18:53,458
Don't be surprised
if I cross your path again.
409
00:18:53,458 --> 00:18:54,583
Huh? What?
410
00:18:54,583 --> 00:18:56,000
Hey!
411
00:18:58,958 --> 00:19:00,750
What is it with me?
412
00:19:00,750 --> 00:19:02,708
Why do women always
leave me high and wet?
413
00:19:02,708 --> 00:19:04,583
Well, at least
when she wasn't looking,
414
00:19:04,583 --> 00:19:06,083
I put a spider tracer on her.
415
00:19:06,083 --> 00:19:08,750
Huh?
She put it back on me!
416
00:19:08,750 --> 00:19:10,625
At least this time we
get to say goodbye.
417
00:19:10,625 --> 00:19:13,708
[John] I hate to leave,
but there is no other way.
418
00:19:13,708 --> 00:19:16,083
Twenty years ago,
we never had that chance.
419
00:19:16,083 --> 00:19:18,333
I am sorry for that, Anastasia.
420
00:19:18,333 --> 00:19:20,125
I can't let you leave me again.
421
00:19:20,125 --> 00:19:22,333
I love you too much, Daddy.
422
00:19:22,333 --> 00:19:23,500
I love you, too, kitten.
423
00:19:23,500 --> 00:19:25,208
That's why I must go.
424
00:19:25,208 --> 00:19:27,833
You can never lead
a normal life with me in it.
425
00:19:27,833 --> 00:19:29,583
I know too much.
426
00:19:29,583 --> 00:19:32,083
Oh, John, there's no place
where you'll be safe.
427
00:19:32,083 --> 00:19:33,875
What kind of a life is that?
428
00:19:33,875 --> 00:19:36,875
But you're forgetting,
The Cat has many lives.
429
00:19:36,875 --> 00:19:39,000
Perhaps one of them
will be right for me.
430
00:19:39,000 --> 00:19:40,625
Ready, Spider-Man?
431
00:19:40,625 --> 00:19:41,958
Ready.
432
00:19:44,458 --> 00:19:46,875
He's gone
from our lives once more.
433
00:19:46,875 --> 00:19:50,833
[Anastasia] Yes, but thank
heaven he's alive and free.
434
00:19:50,833 --> 00:19:52,958
[Spider-Man] Are you
sure you want to do this?
435
00:19:52,958 --> 00:19:54,833
I don't want to, but I have to.
436
00:19:54,833 --> 00:19:57,333
You see, I've got
a secret in here
437
00:19:57,333 --> 00:19:59,125
that could destroy the world.
438
00:19:59,125 --> 00:20:00,500
And there's only one place
439
00:20:00,500 --> 00:20:02,583
where I'll be able
to keep it safe.
440
00:20:02,583 --> 00:20:04,416
Then here goes.
441
00:20:04,416 --> 00:20:07,208
Don't ever tell
Felicia where I am.
442
00:20:07,208 --> 00:20:09,291
-I won't.
-And don't worry about me.
443
00:20:09,291 --> 00:20:10,708
Now get out of here.
444
00:20:10,708 --> 00:20:11,958
And thanks.
445
00:20:11,958 --> 00:20:13,708
Commander Fury, it's Hardesky!
446
00:20:13,708 --> 00:20:15,583
It looks
like he's waiting for us!
447
00:20:15,583 --> 00:20:17,875
Well, what do you know?
448
00:20:17,875 --> 00:20:21,208
Bring him in, and if you
see Spider-Man around,
449
00:20:21,208 --> 00:20:23,083
tell him I said thanks.
450
00:20:23,083 --> 00:20:27,458
Something tells me he had
his web-covered hand in this.
451
00:20:27,458 --> 00:20:29,291
Before all this started,
452
00:20:29,291 --> 00:20:31,625
I'd hoped to turn
to Felicia with my grief,
453
00:20:31,625 --> 00:20:33,250
but she has more
than enough problems
454
00:20:33,250 --> 00:20:34,958
of her own to deal with.
455
00:20:34,958 --> 00:20:36,708
It looks like I'm alone again.
456
00:20:36,708 --> 00:20:38,708
Or am I?
457
00:20:38,708 --> 00:20:42,458
Have I found a kindred spirit
in The Black Cat?
458
00:20:42,458 --> 00:20:44,458
I just wish I knew who she was.
459
00:20:46,375 --> 00:20:49,583
[upbeat rock music]
460
00:20:51,333 --> 00:20:55,375
♪ Spider-Man, Spider-Man ♪
461
00:20:55,375 --> 00:20:59,000
♪ Radioactive Spider-Man ♪
462
00:21:07,458 --> 00:21:09,625
♪ Spider blood, spider blood ♪
463
00:21:09,625 --> 00:21:11,291
♪ Radioactive spider blood ♪
464
00:21:11,291 --> 00:21:12,291
♪ Spider blood ♪
465
00:21:12,291 --> 00:21:13,708
♪ Spider blood ♪
466
00:21:13,708 --> 00:21:14,875
♪ Spider-Man ♪
33103
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