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1
00:00:01,250 --> 00:00:03,375
[upbeat rock music]
2
00:00:09,583 --> 00:00:11,583
♪ Spider-Man ♪
3
00:00:11,583 --> 00:00:13,750
♪ Spider-Man ♪
4
00:00:13,750 --> 00:00:17,458
♪ Radioactive Spider-Man ♪
5
00:00:17,458 --> 00:00:19,500
♪ Spider-Man ♪
6
00:00:19,500 --> 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 ♪
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00:00:40,000 --> 00:00:42,000
♪ Spider blood
Spider blood ♪
12
00:00:42,000 --> 00:00:44,000
♪ Radioactive spider blood ♪
13
00:00:44,000 --> 00:00:46,125
♪ Spider blood
Spider blood ♪
14
00:00:46,125 --> 00:00:48,250
♪ Radioactive spider blood ♪
15
00:00:50,750 --> 00:00:52,000
[explosions booming]
16
00:00:53,416 --> 00:00:55,125
[growling]
17
00:00:56,166 --> 00:00:57,166
♪ Spider-Man ♪
18
00:00:57,166 --> 00:00:58,416
♪ Spider-Man ♪
19
00:01:10,000 --> 00:01:12,875
I'd like to fire
the nitwit who decided
20
00:01:12,875 --> 00:01:15,875
this year's fundraiser should
be a pirate masquerade.
21
00:01:15,875 --> 00:01:18,083
-I look ridiculous!
-I don't know, Jonah.
22
00:01:18,083 --> 00:01:20,958
I think you make
quite a dashing rogue.
23
00:01:20,958 --> 00:01:24,208
Parker, take one more
picture of me in this getup
24
00:01:24,208 --> 00:01:25,458
and you're fired.
25
00:01:25,458 --> 00:01:26,875
[Peter] Aye, aye, sir.
26
00:01:29,333 --> 00:01:31,125
Attention, swashbucklers.
27
00:01:31,125 --> 00:01:33,500
I'd like to point out
our main attraction tonight.
28
00:01:33,500 --> 00:01:37,416
This is actual treasure
recovered from a Spanish galleon
29
00:01:37,416 --> 00:01:39,625
that sank off
the coast of Florida.
30
00:01:39,625 --> 00:01:42,583
It's here on loan from
the George Cocteau Foundation.
31
00:01:42,583 --> 00:01:46,166
Let's give Mr. Cocteau
a round of applause.
32
00:01:46,166 --> 00:01:48,291
[applause]
33
00:01:48,291 --> 00:01:50,291
-[spider-sense tingling]
-Shiver me timbers.
34
00:01:51,291 --> 00:01:53,000
[guests screaming]
35
00:01:55,125 --> 00:01:57,583
I guess the same genius
behind the pirate theme
36
00:01:57,583 --> 00:01:59,458
came up
with this brilliant stunt.
37
00:01:59,458 --> 00:02:01,083
-[clang]
-Jonah, this isn't a stunt!
38
00:02:01,083 --> 00:02:02,333
It's for real!
39
00:02:02,333 --> 00:02:04,000
-What?!
-[clang]
40
00:02:04,000 --> 00:02:05,750
[woman]
Help! Somebody help us!
41
00:02:05,750 --> 00:02:07,375
Help!
42
00:02:07,375 --> 00:02:09,208
Everybody get out of here, now!
43
00:02:09,208 --> 00:02:11,375
And miss the story of the year?
44
00:02:11,375 --> 00:02:12,875
Not on your life.
45
00:02:12,875 --> 00:02:14,458
[intense music]
46
00:02:23,708 --> 00:02:26,083
What are these things?
Some kind of robots?
47
00:02:26,083 --> 00:02:30,000
Not even you can stop
my new automatons!
48
00:02:30,000 --> 00:02:31,458
Mysterio, I should've guessed.
49
00:02:31,458 --> 00:02:33,416
After all,
this robbery does play
50
00:02:33,416 --> 00:02:35,416
like a grade B horror movie.
51
00:02:35,416 --> 00:02:37,208
But this time,
you're going to end up
52
00:02:37,208 --> 00:02:39,625
on the cutting room floor!
53
00:02:39,625 --> 00:02:42,000
Oh, really?
Unless these guys can fly,
54
00:02:42,000 --> 00:02:44,083
you're all mine, Mysterio.
55
00:02:44,083 --> 00:02:46,208
No, they can't fly.
56
00:02:46,208 --> 00:02:47,833
But neither can he!
57
00:02:47,833 --> 00:02:49,458
Jameson! Oh, no.
58
00:02:49,458 --> 00:02:51,291
Ta-ta, Spider-Man!
59
00:02:51,291 --> 00:02:52,750
[laughing]
60
00:02:52,750 --> 00:02:54,250
Hope my tracer connects
with something
61
00:02:54,250 --> 00:02:55,708
in all that smoke.
62
00:02:55,708 --> 00:02:57,000
[Jonah] Who are you,
what do you want?
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00:02:57,000 --> 00:02:58,125
Oof!
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00:02:59,875 --> 00:03:01,500
[barriers slamming]
65
00:03:01,500 --> 00:03:04,375
I forgot how well Mysterio
prepares for a crime.
66
00:03:04,375 --> 00:03:05,708
But he forgot something, too.
67
00:03:12,333 --> 00:03:13,875
[spider-sense tingling]
68
00:03:13,875 --> 00:03:16,375
Hold it, buzz head!
Another Mysterio trick.
69
00:03:16,375 --> 00:03:19,000
And you fell for it
you Neanderthal!
70
00:03:20,625 --> 00:03:22,583
-Get us outta here!
-Hang on.
71
00:03:22,583 --> 00:03:24,291
[groans] They're empty!
72
00:03:24,291 --> 00:03:27,500
Your blundering is gonna
get us sliced into fish bait!
73
00:03:30,708 --> 00:03:32,583
[intense music]
74
00:03:34,708 --> 00:03:36,000
[Jonah] Aaah!
75
00:03:38,083 --> 00:03:39,625
[robotic whirring]
76
00:03:44,833 --> 00:03:46,083
[Spider-Man]
That'll stop them.
77
00:03:46,083 --> 00:03:48,958
-What if they can swim?
-No way.
78
00:03:48,958 --> 00:03:50,708
It's life
that provides buoyancy.
79
00:03:50,708 --> 00:03:52,000
Or hot air.
80
00:03:52,000 --> 00:03:54,083
Which means you'd never drown.
81
00:03:54,083 --> 00:03:56,250
-Why you--
-Uh-uh-uh! Be nice.
82
00:03:56,250 --> 00:03:58,083
I just saved
your life, remember?
83
00:03:58,083 --> 00:03:59,750
You just saved face, that's all.
84
00:03:59,750 --> 00:04:02,250
I think you wanted
to steal that treasure,
85
00:04:02,250 --> 00:04:04,708
-but Mysterio beat you to it.
-Yeah, right.
86
00:04:04,708 --> 00:04:07,208
I'd love to listen
to you rant, squid lips,
87
00:04:07,208 --> 00:04:08,833
but I've got another
fish to catch,
88
00:04:08,833 --> 00:04:11,583
and he comes
with his own fish bowl.
89
00:04:13,000 --> 00:04:15,333
If my tracer connected
with Mysterio,
90
00:04:15,333 --> 00:04:16,958
I should be able
to pick up his whereabouts.
91
00:04:16,958 --> 00:04:18,958
-[beeping]
-Yes! Got him!
92
00:04:18,958 --> 00:04:20,291
He's not far.
93
00:04:20,291 --> 00:04:22,583
[intense music]
94
00:04:23,750 --> 00:04:25,208
[webs whooshing]
95
00:04:25,208 --> 00:04:27,375
Spider-Man, how did he--
96
00:04:27,375 --> 00:04:28,625
Blast!
97
00:04:33,000 --> 00:04:34,583
[wind blowing]
98
00:04:34,583 --> 00:04:36,875
This snow job
won't stop me, Mysterio!
99
00:04:36,875 --> 00:04:39,583
The source
of this holographic illusion
100
00:04:39,583 --> 00:04:41,333
has to be around
here somewhere.
101
00:04:41,333 --> 00:04:44,291
And if I remember
what I saw before it kicked in,
102
00:04:44,291 --> 00:04:46,750
there's a hydrant right here.
103
00:04:48,750 --> 00:04:52,875
There. Holocube destroyed,
illusion gone.
104
00:04:52,875 --> 00:04:55,500
But now,
where's that creep hiding?
105
00:04:56,625 --> 00:04:57,875
Okay, Spidey,
106
00:04:57,875 --> 00:04:59,208
you're a native New Yorker.
107
00:04:59,208 --> 00:05:01,333
What's wrong with this picture?
108
00:05:01,333 --> 00:05:04,166
An exclusive club,
an overpriced hair salon,
109
00:05:04,166 --> 00:05:07,333
a trendy restaurant,
and a neighborhood deli?
110
00:05:07,333 --> 00:05:09,291
Give me a break, Beck!
111
00:05:09,291 --> 00:05:11,083
You've gotta go
another 30 blocks
112
00:05:11,083 --> 00:05:13,833
to find a good deli
above 66th Street.
113
00:05:14,833 --> 00:05:16,208
You mustn't do this!
114
00:05:16,208 --> 00:05:18,375
I can't go to prison, not now!
115
00:05:18,375 --> 00:05:20,000
No, let me go!
116
00:05:20,000 --> 00:05:21,458
No!
117
00:05:23,166 --> 00:05:24,875
[guard]
How come this Quentin Beck guy
118
00:05:24,875 --> 00:05:27,083
rates a high security cell?
119
00:05:27,083 --> 00:05:29,000
Oh, he's a tricky one.
120
00:05:29,000 --> 00:05:31,458
He calls himself Mysterio.
121
00:05:31,458 --> 00:05:34,500
He used to be a special effects
guy in the movies
122
00:05:34,500 --> 00:05:36,833
until he messed up
on the Brooklyn Bridge
123
00:05:36,833 --> 00:05:38,708
a couple of years ago.
124
00:05:38,708 --> 00:05:41,333
He was doing
special effects on a movie
125
00:05:41,333 --> 00:05:43,583
with that actress,
Miranda Wilson.
126
00:05:43,583 --> 00:05:44,708
Remember her?
127
00:05:44,708 --> 00:05:46,208
It was an action picture.
128
00:05:46,208 --> 00:05:48,000
Beck was supposed
to rig the scene
129
00:05:48,000 --> 00:05:50,875
with spectacular explosions
and stuff.
130
00:05:50,875 --> 00:05:53,708
But Beck got sloppy
with the explosives,
131
00:05:53,708 --> 00:05:56,625
and a camera copter crashed.
132
00:05:56,625 --> 00:05:58,875
It's a good thing
Spider-Man showed up.
133
00:05:58,875 --> 00:06:00,250
He saved the pilot.
134
00:06:02,583 --> 00:06:04,291
[brakes screech]
135
00:06:11,958 --> 00:06:13,125
[Mary Jane]
And he caught Beck.
136
00:06:14,375 --> 00:06:16,166
And as for Miranda Wilson,
137
00:06:16,166 --> 00:06:18,875
when Spider-Man opened
the door of her car,
138
00:06:18,875 --> 00:06:20,583
there was nobody there.
139
00:06:20,583 --> 00:06:23,708
Miranda Wilson was just gone.
140
00:06:23,708 --> 00:06:26,416
Anyway, now the producers
want to finish that film.
141
00:06:26,416 --> 00:06:28,708
-They have two scenes left.
-Really?
142
00:06:28,708 --> 00:06:30,458
And because I resemble her,
143
00:06:30,458 --> 00:06:33,708
I just got the job taking
the place of Miranda Wilson.
144
00:06:33,708 --> 00:06:36,000
Oh, great! Congratulations.
145
00:06:36,000 --> 00:06:37,000
Where are they going to shoot?
146
00:06:38,416 --> 00:06:40,291
Wonder Studios?
147
00:06:40,291 --> 00:06:42,166
Of all places.
148
00:06:42,166 --> 00:06:44,250
This place was Mysterio's
base of operations.
149
00:06:44,250 --> 00:06:46,250
[roars]
150
00:06:46,250 --> 00:06:49,833
He rigged it with all kinds
of deadly traps and devices.
151
00:06:49,833 --> 00:06:51,250
[roars]
152
00:06:52,458 --> 00:06:54,208
Mysterio's safely in jail,
153
00:06:54,208 --> 00:06:56,625
and the studio
is open for business again.
154
00:06:56,625 --> 00:06:59,875
So why does it
still make my skin crawl?
155
00:06:59,875 --> 00:07:01,416
I'm happy for you, MJ.
156
00:07:01,416 --> 00:07:03,291
But are you sure this
is the right thing
157
00:07:03,291 --> 00:07:04,583
for you to be doing now?
158
00:07:04,583 --> 00:07:07,208
Tiger, I see this
as my big break.
159
00:07:07,208 --> 00:07:08,625
I need it.
160
00:07:08,625 --> 00:07:11,166
For my career and for my sanity.
161
00:07:11,166 --> 00:07:14,000
Peter, is that you?
162
00:07:14,000 --> 00:07:15,375
Spider-Man!
163
00:07:15,375 --> 00:07:16,958
I thought I heard Peter.
164
00:07:18,125 --> 00:07:19,208
Look out!
165
00:07:24,833 --> 00:07:26,708
Mary Jane!
166
00:07:26,708 --> 00:07:29,250
Peter, help me!
167
00:07:29,250 --> 00:07:32,958
You'll never know how strange
it is to be gone for so long,
168
00:07:32,958 --> 00:07:34,708
and then to return
with no memory
169
00:07:34,708 --> 00:07:36,375
of where you've been.
170
00:07:36,375 --> 00:07:38,708
All I have are strange dreams.
171
00:07:38,708 --> 00:07:41,333
Weird images
that flash in my head.
172
00:07:41,333 --> 00:07:44,000
Sometimes I think
if I don't do something,
173
00:07:44,000 --> 00:07:45,833
I'm gonna go crazy.
174
00:07:45,833 --> 00:07:48,250
Fine, I just hope
this action adventure movie
175
00:07:48,250 --> 00:07:51,000
doesn't suddenly
become a disaster film.
176
00:07:51,000 --> 00:07:52,166
[man]
Five minutes, Miss Watson.
177
00:07:52,166 --> 00:07:53,208
I'll be right out.
178
00:07:56,333 --> 00:07:58,291
[ghostly man's voice]
Mary Jane!
179
00:07:58,291 --> 00:07:59,625
Mary Jane!
180
00:07:59,625 --> 00:08:01,500
Who-- Who's there?
181
00:08:01,500 --> 00:08:03,583
Mary Jane!
182
00:08:03,583 --> 00:08:05,625
-No, what's wrong with me?
-[loud bang]
183
00:08:05,625 --> 00:08:07,000
Is this another dream?
184
00:08:08,000 --> 00:08:09,833
[gasps]
185
00:08:09,833 --> 00:08:11,958
Am I going crazy?
186
00:08:11,958 --> 00:08:13,375
Please, stay where you are.
187
00:08:13,375 --> 00:08:15,416
Wait a minute, I know you.
188
00:08:15,416 --> 00:08:17,250
Yes, Mary Jane.
189
00:08:17,250 --> 00:08:20,000
I've come back to make up
for having left you
190
00:08:20,000 --> 00:08:22,208
so many years ago.
191
00:08:22,208 --> 00:08:25,291
And-and-and this house,
it's never clean!
192
00:08:25,291 --> 00:08:28,000
Lousy kids leave
everything in a mess!
193
00:08:28,000 --> 00:08:29,500
Forget it, I'm outta here!
194
00:08:29,500 --> 00:08:31,208
[gasps] Daddy?
195
00:08:31,208 --> 00:08:32,708
[voice reverberating]
Yes, my dear.
196
00:08:32,708 --> 00:08:35,375
Come with me, don't be afraid.
197
00:08:35,375 --> 00:08:37,583
Where's the Watson girl?
I need her now!
198
00:08:37,583 --> 00:08:40,291
I gave her the five-minute
warning ages ago, JS.
199
00:08:40,291 --> 00:08:41,708
She probably
just has the jitters.
200
00:08:41,708 --> 00:08:43,458
I'll go get her.
201
00:08:45,833 --> 00:08:47,208
Why would she lock her door?
202
00:08:47,208 --> 00:08:48,583
This isn't right.
203
00:08:48,583 --> 00:08:49,875
[straining]
204
00:08:49,875 --> 00:08:51,000
Mary Jane!
205
00:08:51,000 --> 00:08:52,125
She's disappeared.
206
00:08:52,125 --> 00:08:53,250
Not again!
207
00:08:55,000 --> 00:08:56,208
What's this?
208
00:08:58,125 --> 00:08:59,500
[creaking]
209
00:08:59,500 --> 00:09:01,333
Mysterio must've
built these tunnels.
210
00:09:01,333 --> 00:09:03,458
But why?
211
00:09:03,458 --> 00:09:06,416
[Mary Jane] Father?
Where are we going?
212
00:09:08,083 --> 00:09:09,708
Mary Jane, wait!
213
00:09:11,083 --> 00:09:14,166
No! Father, don't go!
214
00:09:15,583 --> 00:09:17,291
-[rumbling]
-[screams]
215
00:09:17,291 --> 00:09:18,708
Aaah!
216
00:09:20,416 --> 00:09:22,958
My father, he came back!
217
00:09:22,958 --> 00:09:25,125
He was going to explain
what happened to me!
218
00:09:26,291 --> 00:09:28,000
Oh, Spider-Man.
219
00:09:28,000 --> 00:09:29,583
Am I going mad?
220
00:09:29,583 --> 00:09:31,000
I hope not, Miss Watson.
221
00:09:31,000 --> 00:09:32,000
Maybe you're just tired.
222
00:09:33,125 --> 00:09:35,000
Uh-oh.
223
00:09:35,000 --> 00:09:38,333
I'll just bet I know who was
really behind that apparition.
224
00:09:41,125 --> 00:09:43,416
[Spider-Man]
Always got a trick or two
up your sleeve, huh, Beck?
225
00:09:43,416 --> 00:09:44,833
Who's there?
226
00:09:44,833 --> 00:09:47,458
Spider-Man,
lovely of you to drop by.
227
00:09:47,458 --> 00:09:49,000
Get over it, Beck.
228
00:09:49,000 --> 00:09:50,500
I saw some
pretty bizarre things today,
229
00:09:50,500 --> 00:09:51,875
so I came to check and see
230
00:09:51,875 --> 00:09:53,875
if the man I put
behind bars was real.
231
00:09:53,875 --> 00:09:55,708
Or just another robot.
232
00:09:55,708 --> 00:09:58,750
Ow! It's me all right,
in the flesh.
233
00:09:58,750 --> 00:10:00,583
-It isyou.
-Well, duh.
234
00:10:00,583 --> 00:10:02,708
Then who created
the illusions I saw
235
00:10:02,708 --> 00:10:05,125
in the catacombs
under Wonder Studios?
236
00:10:05,125 --> 00:10:06,500
Catacombs, no!
237
00:10:06,500 --> 00:10:09,125
Spider-Man,
stay away from there.
238
00:10:09,125 --> 00:10:11,958
If you go back, you'll
face your worst nightmare.
239
00:10:11,958 --> 00:10:13,333
What are you talking about?
240
00:10:13,333 --> 00:10:14,500
Give me some answers!
241
00:10:14,500 --> 00:10:16,125
Oh, forget it.
242
00:10:16,125 --> 00:10:17,250
This was a waste of my time.
243
00:10:18,708 --> 00:10:21,166
Well, I did slip
a spider-tracer on you, Beck.
244
00:10:21,166 --> 00:10:22,708
Just in case.
245
00:10:22,708 --> 00:10:23,875
And you thought
I was just trying
246
00:10:23,875 --> 00:10:25,458
to pull your face off.
247
00:10:25,458 --> 00:10:28,083
Nice try, wall weasel.
248
00:10:28,083 --> 00:10:30,833
But you can't trick a trickster.
249
00:10:30,833 --> 00:10:33,458
You have, however,
provided me
250
00:10:33,458 --> 00:10:35,833
with the one thing
I needed most.
251
00:10:35,833 --> 00:10:39,458
A tiny battery to power
my ticket out of here!
252
00:10:43,625 --> 00:10:45,708
[water roaring]
253
00:10:56,250 --> 00:10:57,625
[noise subsides]
254
00:11:01,708 --> 00:11:05,083
[director] Okay, doll, the ship
is sinking, and it's on fire.
255
00:11:05,083 --> 00:11:08,250
Anyone else would be
panic-stricken, but not you.
256
00:11:08,250 --> 00:11:10,333
You're Super Agent Tiffany West.
257
00:11:10,333 --> 00:11:11,500
You got it, honey?
258
00:11:11,500 --> 00:11:13,458
Whatever you say, JS.
259
00:11:13,458 --> 00:11:15,583
-[man] Scene 72A, take one.
-[clack]
260
00:11:15,583 --> 00:11:17,208
And action!
261
00:11:17,208 --> 00:11:19,875
Let's have
that hurricane effect now!
262
00:11:19,875 --> 00:11:22,416
Hey, somebody turn
down the water!
263
00:11:22,416 --> 00:11:24,958
It'll put out the fire!
264
00:11:24,958 --> 00:11:26,000
Aah!
265
00:11:26,000 --> 00:11:27,500
Oh, no! Mary Jane!
266
00:11:30,208 --> 00:11:32,583
Help! Help!
267
00:11:38,083 --> 00:11:39,708
Help!
268
00:11:39,708 --> 00:11:41,416
Mary Jane!
269
00:11:42,416 --> 00:11:45,500
[intense music]
270
00:11:49,833 --> 00:11:53,166
How could she survive this?
271
00:11:53,166 --> 00:11:55,625
[Mary Jane's father]
Thank goodness
I found you again.
272
00:11:55,625 --> 00:11:57,000
Quickly, my child.
273
00:11:57,000 --> 00:11:58,625
You must follow me to safety.
274
00:11:58,625 --> 00:12:00,000
What's happened to you?
275
00:12:00,000 --> 00:12:02,166
Where are you taking me?
276
00:12:02,166 --> 00:12:03,958
[Mary Jane's father]
Just a bit further.
277
00:12:03,958 --> 00:12:06,500
Then all your questions
will be answered.
278
00:12:08,625 --> 00:12:09,708
[groans]
279
00:12:13,333 --> 00:12:16,250
Return to your world
if you wish to live!
280
00:12:16,250 --> 00:12:20,375
How do you manage to be in
two places at once, Mysterio?
281
00:12:20,375 --> 00:12:22,458
Bravo, Spider-Man.
282
00:12:22,458 --> 00:12:26,166
This time, I think you'll find
there's a bit more to Mysterio
283
00:12:26,166 --> 00:12:28,208
than smoke and mirrors.
284
00:12:31,166 --> 00:12:33,208
Oof!
285
00:12:33,208 --> 00:12:35,875
Looks like
our little visit is over!
286
00:12:35,875 --> 00:12:38,291
No, stay out of this!
287
00:12:38,291 --> 00:12:40,750
Oh, good, I was just
beginning to think
288
00:12:40,750 --> 00:12:42,166
one Mysterio wasn't enough.
289
00:12:44,708 --> 00:12:46,625
Tough choice,
but I guess I'll go with the one
290
00:12:46,625 --> 00:12:48,833
who prevented
my untimely demise.
291
00:12:51,750 --> 00:12:54,375
[short-circuiting]
292
00:12:54,375 --> 00:12:55,875
Are you ever for real?
293
00:12:55,875 --> 00:12:57,291
You don't have time to find out.
294
00:12:57,291 --> 00:12:58,375
Come this way!
295
00:12:58,375 --> 00:13:00,000
Why should I trust you?
296
00:13:00,000 --> 00:13:02,458
Because the automatons
that you've already faced
297
00:13:02,458 --> 00:13:05,875
were nothing compared
to what's in store for you!
298
00:13:05,875 --> 00:13:07,708
I acquired
this deadly technology
299
00:13:07,708 --> 00:13:10,833
from Wilson Fisk, the Kingpin.
300
00:13:10,833 --> 00:13:14,583
[Kingpin] Alistair Smythe
was brilliant with robotics,
301
00:13:14,583 --> 00:13:16,333
but as he's no longer with me,
302
00:13:16,333 --> 00:13:19,583
his technology is mine to sell.
303
00:13:19,583 --> 00:13:22,166
[Mysterio]
Very impressive, Mr. Fisk.
304
00:13:22,166 --> 00:13:25,708
It's exactly
the technology I need.
305
00:13:25,708 --> 00:13:28,708
The simulacra
specifications are yours,
306
00:13:28,708 --> 00:13:31,291
if you can meet my price.
307
00:13:31,291 --> 00:13:33,000
And not just money.
308
00:13:33,000 --> 00:13:37,958
You must use this technology
to destroy Spider-Man.
309
00:13:37,958 --> 00:13:41,375
No, I have other concerns
besides Spider-Man now!
310
00:13:41,375 --> 00:13:43,458
Then I suggest you drop them
311
00:13:43,458 --> 00:13:45,875
and attend
to that annoying arachnid,
312
00:13:45,875 --> 00:13:48,875
or forget about this technology.
313
00:13:50,291 --> 00:13:52,166
I had prepared
for your destruction,
314
00:13:52,166 --> 00:13:54,625
when I was arrested trying
to steal the treasure
315
00:13:54,625 --> 00:13:56,458
to pay off Kingpin.
316
00:13:56,458 --> 00:13:59,708
But my surprise for you
is still in operation.
317
00:13:59,708 --> 00:14:04,458
[laughs] My design
for your ultimate destruction.
318
00:14:04,458 --> 00:14:06,208
[Spider-Man]
But if you want me destroyed,
319
00:14:06,208 --> 00:14:07,458
why are you going to help?
320
00:14:07,458 --> 00:14:09,500
[Mysterio]
I have my reasons.
321
00:14:09,500 --> 00:14:10,583
What about Mary Jane?!
322
00:14:10,583 --> 00:14:11,750
Can you help me find her?
323
00:14:11,750 --> 00:14:14,000
Only if you help me.
324
00:14:14,000 --> 00:14:15,708
Looks like I have no choice.
325
00:14:15,708 --> 00:14:17,583
-[spider-sense tingling]
-[groans]
326
00:14:17,583 --> 00:14:18,708
[groans]
327
00:14:18,708 --> 00:14:20,583
The Lizard, here?!
328
00:14:20,583 --> 00:14:21,708
[roaring]
329
00:14:24,833 --> 00:14:27,416
It isyour worst nightmare,
Spider-Man.
330
00:14:27,416 --> 00:14:29,833
Deadly automatons
that I designed
331
00:14:29,833 --> 00:14:32,750
to mimic
your most powerful foes!
332
00:14:33,958 --> 00:14:35,375
[groans]
333
00:14:35,375 --> 00:14:37,875
-Remember.
-[roaring]
334
00:14:37,875 --> 00:14:40,333
They're only machines.
335
00:14:40,333 --> 00:14:43,125
Real comfort.
[groans]
336
00:14:43,125 --> 00:14:45,833
Mysterio's right,
this isa machine.
337
00:14:45,833 --> 00:14:48,250
And it has
certain vulnerabilities.
338
00:14:49,250 --> 00:14:50,500
Open wide.
339
00:14:50,500 --> 00:14:51,500
[roaring]
340
00:14:51,500 --> 00:14:54,416
[circuits crackling]
341
00:14:56,166 --> 00:14:58,000
Quickly, Spider-Man,
this way!
342
00:15:06,125 --> 00:15:07,250
Toro! Toro!
343
00:15:09,333 --> 00:15:12,000
I can't believe I'm having
to thank you for your help.
344
00:15:12,000 --> 00:15:14,208
This isn't over yet,
Spider-Man.
345
00:15:14,208 --> 00:15:15,958
There's something down there
346
00:15:15,958 --> 00:15:19,416
that's more important to me
than eliminating you.
347
00:15:22,625 --> 00:15:25,166
[Mary Jane's father]
Just a bit further.
348
00:15:27,166 --> 00:15:28,500
Aah!
349
00:15:28,500 --> 00:15:31,291
-Father?
-[woman] What's the matter?
350
00:15:31,291 --> 00:15:34,375
Don't you have a hug
for your dear old dad?
351
00:15:34,375 --> 00:15:36,458
[Mary Jane]
Miranda Wilson?
352
00:15:36,458 --> 00:15:38,958
Very good, you've got brains
353
00:15:38,958 --> 00:15:40,250
as well as beauty.
354
00:15:40,250 --> 00:15:43,083
[gasps] No!
355
00:15:47,750 --> 00:15:49,458
[Spider-Man]
Okay, break it to me easy.
356
00:15:49,458 --> 00:15:50,583
Where are we now?
357
00:15:50,583 --> 00:15:52,291
I was going to stage this
358
00:15:52,291 --> 00:15:55,333
as the scene
of your final sacrifice.
359
00:15:55,333 --> 00:15:56,875
[spider-sense tingling]
360
00:15:56,875 --> 00:15:58,458
[roaring]
361
00:16:02,875 --> 00:16:05,416
[growling]
362
00:16:05,416 --> 00:16:06,625
[groans]
363
00:16:06,625 --> 00:16:08,291
[roaring]
364
00:16:10,583 --> 00:16:13,625
I made them too intelligent
and strong!
365
00:16:14,625 --> 00:16:16,458
[growling]
366
00:16:16,458 --> 00:16:19,625
And I see you've improved
on the originals, too.
367
00:16:19,625 --> 00:16:21,500
But they're still
only machines.
368
00:16:21,500 --> 00:16:24,166
Try to make that work
to your advantage, Spidey.
369
00:16:25,375 --> 00:16:27,250
Flame needs gas to feed it.
370
00:16:28,250 --> 00:16:29,708
Gas, that's it!
371
00:16:31,333 --> 00:16:33,958
Okay, slobber jaw,
right here!
372
00:16:34,958 --> 00:16:36,625
You too, needle mouth.
373
00:16:36,625 --> 00:16:38,875
You were programmed
to make me your prime target.
374
00:16:42,958 --> 00:16:44,416
[explosion]
375
00:16:47,583 --> 00:16:49,583
I hope that's
the last of the robots.
376
00:16:49,583 --> 00:16:51,166
-[scream]
-Mary Jane!
377
00:16:54,083 --> 00:16:56,208
Why are you doing this to me?!
378
00:16:56,208 --> 00:16:58,708
You possess something I require.
379
00:16:58,708 --> 00:17:00,958
-Your body.
-[gasp]
380
00:17:00,958 --> 00:17:05,000
You see, there was nothing
magical about my disappearance.
381
00:17:05,000 --> 00:17:07,708
-I merely fell off the bridge.
-[splash]
382
00:17:07,708 --> 00:17:10,958
Something had gone
terribly wrong.
383
00:17:10,958 --> 00:17:15,000
I was a woman renowned
for my great beauty.
384
00:17:15,000 --> 00:17:16,750
And now it had been destroyed.
385
00:17:16,750 --> 00:17:18,958
I couldn't let anyone
see me this way.
386
00:17:18,958 --> 00:17:22,125
I crawled through the sewers
like the rats that live there.
387
00:17:22,125 --> 00:17:25,083
Miraculously,
they led me to some catacombs
388
00:17:25,083 --> 00:17:26,958
beneath the studio.
389
00:17:26,958 --> 00:17:31,250
Without medical treatment,
my condition steadily worsened.
390
00:17:31,250 --> 00:17:34,083
But then I was discovered
by Quentin Beck.
391
00:17:34,083 --> 00:17:35,750
He had gotten out of prison
392
00:17:35,750 --> 00:17:37,958
and come back
for equipment he kept here.
393
00:17:37,958 --> 00:17:41,333
He became Mysterio again,
so he could steal the money
394
00:17:41,333 --> 00:17:43,750
and buy robotic machinery
needed to save my life.
395
00:17:43,750 --> 00:17:46,375
Quentin made me self-sufficient
396
00:17:46,375 --> 00:17:49,208
by directly hooking my mind
to these new machines
397
00:17:49,208 --> 00:17:51,083
and illusory devices.
398
00:17:51,083 --> 00:17:52,875
Beck must really care about you.
399
00:17:52,875 --> 00:17:57,000
Who could care about somebody
that looks like this?
400
00:17:57,000 --> 00:18:00,583
But soon, this device
will give me back
401
00:18:00,583 --> 00:18:02,250
what he took from me.
402
00:18:02,250 --> 00:18:05,416
My youth and my beauty.
403
00:18:05,416 --> 00:18:09,875
Correction,
your youth and your beauty.
404
00:18:09,875 --> 00:18:12,750
It will put
my mind in your body.
405
00:18:12,750 --> 00:18:14,583
Unh! No!
406
00:18:14,583 --> 00:18:17,125
When I learned they were
going to complete my film,
407
00:18:17,125 --> 00:18:19,708
I knew it was just a question
408
00:18:19,708 --> 00:18:22,958
of luring
my lookalike down here.
409
00:18:22,958 --> 00:18:24,750
My father.
How did you--
410
00:18:24,750 --> 00:18:26,458
Once I knew you were cast,
411
00:18:26,458 --> 00:18:28,708
I simply accessed city computers
412
00:18:28,708 --> 00:18:31,875
to find out everything
I could about you.
413
00:18:31,875 --> 00:18:33,458
[Spider-Man] But now,
your haunting days are over.
414
00:18:33,458 --> 00:18:34,958
[Miranda]
Hoping for this day
415
00:18:34,958 --> 00:18:37,000
was the only thing
that kept me alive!
416
00:18:37,000 --> 00:18:38,708
No, Miranda, you mustn't!
417
00:18:38,708 --> 00:18:40,000
To the contrary, Quentin.
418
00:18:40,000 --> 00:18:41,291
-[machine powers up]
-I must!
419
00:18:41,291 --> 00:18:44,000
-[crackling]
-At last, my face,
420
00:18:44,000 --> 00:18:47,750
my body restored to me!
421
00:18:57,208 --> 00:18:59,583
Quentin, what went wrong?
422
00:18:59,583 --> 00:19:02,000
I'm still trapped
in my own body.
423
00:19:02,000 --> 00:19:03,000
-[groaning]
-Quentin!
424
00:19:03,000 --> 00:19:04,416
I can't fix it.
425
00:19:04,416 --> 00:19:06,083
There's nothing to fix.
426
00:19:06,083 --> 00:19:09,625
The machine was never designed
to work, was it, Beck?
427
00:19:09,625 --> 00:19:11,208
[Quentin]
Miranda, what you wanted was
428
00:19:11,208 --> 00:19:13,375
a scientific impossibility.
429
00:19:13,375 --> 00:19:15,250
Why did you do this to me?
430
00:19:15,250 --> 00:19:17,166
You said it yourself.
431
00:19:17,166 --> 00:19:19,625
Hoping for this day
was the only thing
432
00:19:19,625 --> 00:19:21,583
that kept you alive.
433
00:19:21,583 --> 00:19:23,250
Don't you see, Miranda?
434
00:19:23,250 --> 00:19:24,458
I love you.
435
00:19:24,458 --> 00:19:27,000
No, it's impossible, Quentin!
436
00:19:27,000 --> 00:19:30,458
I'm a hideous monster!
437
00:19:30,458 --> 00:19:33,250
All I wish is to be with you.
438
00:19:33,250 --> 00:19:34,291
Always.
439
00:19:34,291 --> 00:19:36,000
And so you shall.
440
00:19:36,000 --> 00:19:37,750
Always.
441
00:19:37,750 --> 00:19:39,291
-[rumbling]
-What's that noise?
442
00:19:39,291 --> 00:19:41,708
[Miranda] Get out of here,
both of you!
443
00:19:41,708 --> 00:19:45,000
I've just overloaded
the energy source
to this complex!
444
00:19:45,000 --> 00:19:46,708
[Spider-Man] You've gotta
get out of here, too!
445
00:19:46,708 --> 00:19:49,291
No, I'm staying.
446
00:19:49,291 --> 00:19:51,000
So am I!
447
00:19:51,000 --> 00:19:53,166
[noise intensifies]
448
00:20:09,625 --> 00:20:11,750
There goes my film debut.
449
00:20:11,750 --> 00:20:13,458
Up in smoke.
450
00:20:13,458 --> 00:20:15,083
Let's go.
451
00:20:15,083 --> 00:20:16,583
[sirens]
452
00:20:16,583 --> 00:20:17,625
[Mary Jane] Wasn't it
cruel of him to lead
453
00:20:17,625 --> 00:20:19,125
Miranda on like that?
454
00:20:19,125 --> 00:20:21,708
Hope is something
you've gotta have.
455
00:20:21,708 --> 00:20:23,625
It kept me going
when you were gone.
456
00:20:23,625 --> 00:20:25,375
-Uh...
-Mary Jane,
457
00:20:25,375 --> 00:20:26,875
all this has made me realize
458
00:20:26,875 --> 00:20:29,083
just how precious you are to me.
459
00:20:29,083 --> 00:20:32,166
Uh, I-- I'm flattered,
Spider-Man,
460
00:20:32,166 --> 00:20:37,458
but I'm already in love
with a great guy-- Peter Parker.
461
00:20:37,458 --> 00:20:41,083
Mary Jane, there's something
I've got to show you.
462
00:20:41,083 --> 00:20:42,208
[gasps]
463
00:20:45,583 --> 00:20:48,750
[upbeat rock music]
464
00:20:50,625 --> 00:20:54,458
♪ Spider-Man, Spider-Man ♪
465
00:20:54,458 --> 00:20:58,250
♪ Radioactive Spider-Man ♪
466
00:21:06,750 --> 00:21:08,625
♪ Spider blood, spider blood ♪
467
00:21:08,625 --> 00:21:10,458
♪ Radioactive spider blood ♪
468
00:21:10,458 --> 00:21:12,708
♪ Spider blood ♪
469
00:21:12,708 --> 00:21:14,333
♪ Spider-Man ♪
32313
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