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1
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[Peter] Previously on
Spider-Man.
2
00:00:03,250 --> 00:00:05,875
Are you related to
Richard and Mary Parker?
3
00:00:05,875 --> 00:00:08,625
The last time I saw them, they
stood where you stand now.
4
00:00:08,625 --> 00:00:11,125
[man in blue] Wolfgang,
the KGB are onto us.
5
00:00:11,125 --> 00:00:12,708
You must make it out!
6
00:00:12,708 --> 00:00:15,833
This weapon is more
dangerous than ever.
7
00:00:15,833 --> 00:00:16,958
-[gun clicks]
-I'll take that.
8
00:00:16,958 --> 00:00:18,583
[Spider-Man] The Chameleon!
9
00:00:18,583 --> 00:00:21,958
Welcome to my temporary base,
Spider-Man.
10
00:00:21,958 --> 00:00:25,875
For years, there was a
rumor of a doomsday device,
11
00:00:25,875 --> 00:00:28,083
created by a German master spy
12
00:00:28,083 --> 00:00:33,125
who planned to take over the
world, I intend to do the same.
13
00:00:33,125 --> 00:00:34,291
[Spider-Man] No!
14
00:00:34,291 --> 00:00:35,708
I've been betrayed!
15
00:00:35,708 --> 00:00:37,583
[man] The infamous Kingpin.
16
00:00:37,583 --> 00:00:38,875
[man] Drop your weapons!
17
00:00:38,875 --> 00:00:40,416
This complex will be rubble!
18
00:00:40,416 --> 00:00:42,125
[Kingpin]
Head for that stairway!
19
00:00:42,125 --> 00:00:43,750
[explosion booming]
20
00:00:43,750 --> 00:00:46,291
-Time to leave.
-My men and I thank you.
21
00:00:46,291 --> 00:00:48,875
There are pieces of the puzzle
I'd like to share with you.
22
00:00:48,875 --> 00:00:51,708
But you'd best hear it
from Professor Omar Mosley.
23
00:00:51,708 --> 00:00:54,750
He knows the story of
The Six Forgotten Warriors.
24
00:00:54,750 --> 00:00:56,500
My parents were never traitors.
25
00:00:56,500 --> 00:00:59,000
Now all that remains is
for the world to find out.
26
00:01:00,250 --> 00:01:01,708
[theme music playing]
27
00:01:01,708 --> 00:01:05,291
♪ Spider-Man, Spider-Man ♪
28
00:01:05,291 --> 00:01:08,958
-♪ Radioactive Spider-Man ♪
-[gunshot booming]
29
00:01:08,958 --> 00:01:10,958
[weapons whooshing]
30
00:01:13,750 --> 00:01:16,000
-[explosion booming]
-♪ Spider blood, spider blood ♪
31
00:01:16,000 --> 00:01:18,291
♪ Radioactive spider blood ♪
32
00:01:18,291 --> 00:01:19,625
♪ Spider blood, spider blood,
33
00:01:19,625 --> 00:01:22,000
♪ Radioactive spider blood ♪
34
00:01:22,000 --> 00:01:24,000
-[explosion booming]
-[creature roaring]
35
00:01:25,500 --> 00:01:27,333
[monster roaring]
36
00:01:27,333 --> 00:01:29,125
♪ Spider-Man, Spider-Man ♪
37
00:01:30,458 --> 00:01:32,291
[suspenseful music playing]
38
00:01:42,750 --> 00:01:44,166
[Spider-Man] I've
got to find them
39
00:01:44,166 --> 00:01:46,750
or the world will
be in great danger.
40
00:01:46,750 --> 00:01:49,750
I've got to find
The Six Forgotten Warriors.
41
00:01:49,750 --> 00:01:52,458
I still can hardly
believe the story
42
00:01:52,458 --> 00:01:54,583
Omar Mosley told Robbie and me.
43
00:01:54,583 --> 00:01:57,000
[suspenseful music playing]
44
00:01:57,000 --> 00:01:58,250
Mr. Robertson!
45
00:01:58,250 --> 00:01:59,875
You got my message.
46
00:01:59,875 --> 00:02:02,208
-I came as fast as I could.
-I'm glad you did.
47
00:02:03,000 --> 00:02:04,083
[knocks]
48
00:02:04,083 --> 00:02:06,333
Robbie, come in!
49
00:02:06,333 --> 00:02:08,583
[Robbie] Omar,
this is Peter Parker.
50
00:02:08,583 --> 00:02:10,333
The one I told you about?
51
00:02:10,333 --> 00:02:12,875
Mr. Robertson says you
have a story I should hear.
52
00:02:12,875 --> 00:02:14,500
Yes.
53
00:02:14,500 --> 00:02:16,291
I've kept this
54
00:02:16,291 --> 00:02:18,708
all these years.
55
00:02:18,708 --> 00:02:22,000
This is where the story begins.
56
00:02:22,000 --> 00:02:24,166
That shield!
57
00:02:24,166 --> 00:02:26,708
It looks just like the one that
belonged to Captain America!
58
00:02:26,708 --> 00:02:31,833
The story of The Six American
Warriors began in 1942,
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00:02:31,833 --> 00:02:34,583
the dark days of World War II.
60
00:02:34,583 --> 00:02:38,500
A scientist named Dr. Reinstein
created a serum to turn
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00:02:38,500 --> 00:02:42,708
a normal human into what
he called a super-soldier.
62
00:02:42,708 --> 00:02:44,583
It is time to
unveil the volunteer
63
00:02:44,583 --> 00:02:48,958
for this top-secret experiment,
Private Steve Rogers!
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00:02:48,958 --> 00:02:51,166
-[suspenseful music]
-[water splashing]
65
00:02:53,000 --> 00:02:54,958
-[electricity buzzing]
-[suspenseful music]
66
00:02:58,500 --> 00:03:00,250
Rogers is the is
merely the first ever
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00:03:00,250 --> 00:03:03,208
new breed of super-soldiers;
gentlemen, meet
68
00:03:03,208 --> 00:03:07,958
the new champion on the
Allied Forces, Captain America.
69
00:03:07,958 --> 00:03:11,458
-[dramatic music]
-[spectators exclaiming]
70
00:03:11,458 --> 00:03:13,125
In the name of the fatherland
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00:03:13,125 --> 00:03:16,458
I will destroy this
American war machine.
72
00:03:16,458 --> 00:03:18,125
[blows thudding]
73
00:03:18,125 --> 00:03:19,708
It is going to explode!
74
00:03:19,708 --> 00:03:22,000
-[explosion booming]
-[people shouting]
75
00:03:24,583 --> 00:03:26,458
[dramatic music playing]
76
00:03:27,875 --> 00:03:30,416
When the German spy sabotaged
77
00:03:30,416 --> 00:03:32,708
the super-soldier experiment,
78
00:03:32,708 --> 00:03:34,708
Dr. Reinstein was lost.
79
00:03:34,708 --> 00:03:38,375
With him went the secret of
to the super-soldier serum.
80
00:03:38,375 --> 00:03:42,583
The only known copy of
it had been in that lab.
81
00:03:42,583 --> 00:03:45,958
A team of scientists tried
to re-create the formula.
82
00:03:45,958 --> 00:03:49,875
They wanted to make an
army of super-soldiers.
83
00:03:49,875 --> 00:03:52,583
But because of wartime
chemical shortages,
84
00:03:52,583 --> 00:03:56,708
only five more doses
could be synthesized.
85
00:03:56,708 --> 00:03:59,625
So, five young
volunteers were found
86
00:03:59,625 --> 00:04:02,333
to become America's new heroes.
87
00:04:02,333 --> 00:04:07,000
However, the new process was
discovered to be unstable.
88
00:04:07,000 --> 00:04:09,458
Miraculously, no one was hurt.
89
00:04:09,458 --> 00:04:12,000
The process was
obviously too dangerous
90
00:04:12,000 --> 00:04:13,625
to ever be used again.
91
00:04:13,625 --> 00:04:16,875
And yet, there was
an amazing result.
92
00:04:16,875 --> 00:04:19,875
Each volunteer was
affected differently.
93
00:04:19,875 --> 00:04:22,458
One's muscle strength
was so increased,
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00:04:22,458 --> 00:04:24,708
he became incredibly fast.
95
00:04:24,708 --> 00:04:27,833
The other gained the
ability to control her mass.
96
00:04:27,833 --> 00:04:32,583
She could will herself to
become lighter than air.
97
00:04:32,583 --> 00:04:35,583
Another was able to
create sonic shock waves
98
00:04:35,583 --> 00:04:37,458
-[rubble rumbling]
-with his vocal cords.
99
00:04:37,458 --> 00:04:39,333
The final two came closest
100
00:04:39,333 --> 00:04:41,875
to duplicating
Captain America's powers.
101
00:04:41,875 --> 00:04:44,708
However, the five
new heroes discovered
102
00:04:44,708 --> 00:04:47,875
that their powers
weren't permanent.
103
00:04:47,875 --> 00:04:49,583
They would wear
off after a time.
104
00:04:49,583 --> 00:04:51,458
The scientists
deduced that some day
105
00:04:51,458 --> 00:04:53,625
those powers would
cease altogether.
106
00:04:53,625 --> 00:04:57,125
So, to ration their use,
they created ring devices
107
00:04:57,125 --> 00:05:00,375
to turn the powers
on only when needed.
108
00:05:00,375 --> 00:05:03,000
Only Captain America's
powers were permanent,
109
00:05:03,000 --> 00:05:06,458
since he was the only one
who took Reinstein's formula.
110
00:05:06,458 --> 00:05:09,250
He was the true super-soldier.
111
00:05:09,250 --> 00:05:13,083
Soon the others took names
to suit their new identities.
112
00:05:13,083 --> 00:05:17,166
They became The Destroyer,
Miss America, The Thunderer,
113
00:05:17,166 --> 00:05:19,958
The Black Marvel
and The Whizzer.
114
00:05:19,958 --> 00:05:21,833
With the Cap as their leader,
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00:05:21,833 --> 00:05:25,000
they were to be called
The Six American Warriors.
116
00:05:25,000 --> 00:05:26,708
Miss America?
117
00:05:26,708 --> 00:05:28,583
The Thunderer?
118
00:05:28,583 --> 00:05:30,500
With those names they expected
to be taken seriously?
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00:05:30,500 --> 00:05:33,333
Yes, and they were.
120
00:05:33,333 --> 00:05:35,458
Well, it was a
different time then.
121
00:05:35,458 --> 00:05:36,833
[Peter Parker] The Whizzer?
122
00:05:36,833 --> 00:05:38,625
[Omar Mosley] For his speed.
123
00:05:38,625 --> 00:05:41,083
Uh, how do you know all
about this, Professor Mosley?
124
00:05:41,083 --> 00:05:43,958
Way back then I was the
Black Marvel's chauffeur.
125
00:05:43,958 --> 00:05:48,750
I was what you might call a
sidekick to the Black Marvel.
126
00:05:48,750 --> 00:05:51,875
His real identity
was Dan Lyons.
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00:05:51,875 --> 00:05:54,416
The purpose of
The Six was to destroy
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00:05:54,416 --> 00:05:57,708
pith-com spies
and saboteurs.
129
00:05:57,708 --> 00:06:02,250
Then one night, The Six stumble
onto the most devious plot
130
00:06:02,250 --> 00:06:04,708
the Axis powers ever hatched.
131
00:06:04,708 --> 00:06:08,708
It began as an attack on
a German spy rendezvous,
132
00:06:08,708 --> 00:06:11,416
but it turned into
more with the discovery
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00:06:11,416 --> 00:06:14,166
of a unique matchbook cover.
134
00:06:14,958 --> 00:06:16,875
[boards clattering]
135
00:06:18,166 --> 00:06:19,708
[explosion booming]
136
00:06:19,708 --> 00:06:21,250
-[man grunting]
-[men yelling]
137
00:06:21,250 --> 00:06:24,208
-[bodies thudding]
-[dramatic music playing]
138
00:06:24,208 --> 00:06:27,708
It was Cap who examined
the cover and found on it
139
00:06:27,708 --> 00:06:31,375
a microscopically
reduced film negative.
140
00:06:31,375 --> 00:06:33,000
[suspenseful music playing]
141
00:06:34,708 --> 00:06:38,000
It contained information
leading to a deadly weapon
142
00:06:38,000 --> 00:06:41,416
designed to defeat
The Six American Warriors
143
00:06:41,416 --> 00:06:44,583
and the country as well.
144
00:06:44,583 --> 00:06:46,458
[suspenseful music playing]
145
00:06:48,208 --> 00:06:50,458
-[water roaring]
-[dramatic music]
146
00:06:50,458 --> 00:06:52,750
[thunder rumbling]
147
00:06:52,750 --> 00:06:55,583
[helicopter engine roaring]
148
00:06:55,583 --> 00:06:57,958
-[thunder rumbling]
-[dramatic music]
149
00:06:59,583 --> 00:07:01,875
[helicopter engine roaring]
150
00:07:01,875 --> 00:07:04,333
[helicopter rotors whirring]
151
00:07:04,333 --> 00:07:05,875
[suspenseful music playing]
152
00:07:15,416 --> 00:07:16,583
[keys clicking]
153
00:07:20,958 --> 00:07:25,166
Excellent, thanks to
your work I have reached
154
00:07:25,166 --> 00:07:28,333
phase one of Project Doomsday.
155
00:07:28,333 --> 00:07:32,875
Herr Dr. Groitzig, you are
now of no further use to me.
156
00:07:32,875 --> 00:07:34,083
Dispose of him.
157
00:07:34,083 --> 00:07:35,875
[shield whooshing]
158
00:07:36,708 --> 00:07:38,583
Stay back!
159
00:07:38,583 --> 00:07:40,416
Leave him alone.
160
00:07:40,416 --> 00:07:42,291
[gunshots booming]
161
00:07:44,750 --> 00:07:47,458
-[shock waves roaring]
-[weapons whooshing]
162
00:07:47,458 --> 00:07:49,000
[Whizzer whooshing]
163
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We know about project Doomsday.
164
00:07:50,291 --> 00:07:51,708
We're here to pull the plug.
165
00:07:51,708 --> 00:07:53,708
-I think not!
-[weapon whooshing]
166
00:07:55,875 --> 00:07:59,083
This energy vortex will
keep you trapped forever!
167
00:07:59,083 --> 00:08:01,125
-Cap!
-Stay back!
168
00:08:01,125 --> 00:08:02,625
All of you!
169
00:08:02,625 --> 00:08:05,333
We are evenly matched,
you cannot escape.
170
00:08:05,333 --> 00:08:07,750
Maybe, but I can see to
it that you're not around
171
00:08:07,750 --> 00:08:09,333
to activate this atrocity.
172
00:08:09,333 --> 00:08:11,000
-Something
-[Miss America exclaiming]
173
00:08:11,000 --> 00:08:12,708
[Spider-Man] Captain
America sacrificed himself
174
00:08:12,708 --> 00:08:14,583
so that the Doomsday
device would never be used.
175
00:08:14,583 --> 00:08:17,708
Do I have the guts to make
that kind of sacrifice?
176
00:08:17,708 --> 00:08:19,708
Pray that I never
have to find out.
177
00:08:19,708 --> 00:08:23,000
The machine's advanced
power source was perpetual.
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00:08:23,000 --> 00:08:26,708
Cap and the Skull would
remain in stasis indefinitely.
179
00:08:26,708 --> 00:08:28,750
-Now what do we do?
-We can't just
180
00:08:28,750 --> 00:08:30,250
keep this our little secret!
181
00:08:30,250 --> 00:08:31,333
Can't we?
182
00:08:31,333 --> 00:08:33,083
After much arguing,
183
00:08:33,083 --> 00:08:36,166
The Five decided they
could keep it a secret.
184
00:08:36,166 --> 00:08:39,166
They divided the six
keys among themselves.
185
00:08:39,166 --> 00:08:42,500
Except for the Black Marvel,
who, by luck of the draw,
186
00:08:42,500 --> 00:08:44,333
took the remaining two.
187
00:08:44,333 --> 00:08:46,583
And they all vowed to find a way
188
00:08:46,583 --> 00:08:49,875
to one day free Captain America.
189
00:08:49,875 --> 00:08:51,250
What happened to them?
190
00:08:51,250 --> 00:08:52,875
Of course,
they then got distracted
191
00:08:52,875 --> 00:08:54,875
by the business of
winning the war.
192
00:08:54,875 --> 00:08:59,083
But when the war ended,
they received a rude shock.
193
00:08:59,083 --> 00:09:01,625
They were ordered to disband.
194
00:09:01,625 --> 00:09:04,250
The war department feared
their dwindling powers
195
00:09:04,250 --> 00:09:06,708
would prove to be a liability.
196
00:09:06,708 --> 00:09:08,458
[Miss America]
Now what do we do?
197
00:09:08,458 --> 00:09:10,875
[Black Marvel] I plan to
devote my life to research
198
00:09:10,875 --> 00:09:12,875
that might some day save Cap.
199
00:09:12,875 --> 00:09:14,958
Cap is gone for good!
200
00:09:14,958 --> 00:09:16,708
I'll never abandon Cap!
201
00:09:16,708 --> 00:09:18,750
I'm gonna protect the
site to my dying day!
202
00:09:18,750 --> 00:09:20,708
[Omar Mosley] When they
couldn't reach an agreement,
203
00:09:20,708 --> 00:09:24,125
they all moved on,
the war became part of history,
204
00:09:24,125 --> 00:09:27,833
and the warriors, they were
forgotten as things are.
205
00:09:27,833 --> 00:09:31,291
In time,
The Six Forgotten Warriors.
206
00:09:31,291 --> 00:09:34,875
I decided to help Dan Lyons
in his scientific pursuits
207
00:09:34,875 --> 00:09:36,708
to save Captain America.
208
00:09:36,708 --> 00:09:39,708
I went to college and
became a scientist.
209
00:09:39,708 --> 00:09:42,083
He put me in charge of
one of his companies
210
00:09:42,083 --> 00:09:45,208
that was doing research
on vortex phenomena.
211
00:09:45,208 --> 00:09:47,958
But Dan died, and so
I started teaching.
212
00:09:47,958 --> 00:09:50,708
Professor Mosley was the
hardest teacher I ever had,
213
00:09:50,708 --> 00:09:53,166
but we became friends,
and years later,
214
00:09:53,166 --> 00:09:54,875
he confided his story to me.
215
00:09:54,875 --> 00:09:56,333
What about the keys?
216
00:09:56,333 --> 00:09:58,958
-Where are they?
-They're in a safe place.
217
00:09:58,958 --> 00:10:01,083
The Six kept their
identity secret.
218
00:10:01,083 --> 00:10:04,958
Today they could be anywhere,
if they're still alive.
219
00:10:04,958 --> 00:10:06,083
[Peter Voiceover] I get it now.
220
00:10:06,083 --> 00:10:07,708
When My parents found Groitzig,
221
00:10:07,708 --> 00:10:10,708
he wanted to disable
the Doomsday device,
222
00:10:10,708 --> 00:10:12,500
but he needed the six keys.
223
00:10:12,500 --> 00:10:15,000
My parents must have found
the secret identities
224
00:10:15,000 --> 00:10:16,833
of the American Six for him.
225
00:10:16,833 --> 00:10:18,708
But someone stopped them
226
00:10:18,708 --> 00:10:20,875
before they could get
Groitzig out of the country.
227
00:10:20,875 --> 00:10:23,291
And Groitzig spent the next
20 years fearing for his life.
228
00:10:23,291 --> 00:10:27,125
Omar, this Doomsday device,
what is it?
229
00:10:27,125 --> 00:10:29,458
Only The Red Skull knew that.
230
00:10:29,458 --> 00:10:31,500
But what I do know is
231
00:10:31,500 --> 00:10:34,708
someone is after the keys
to the Doomsday complex.
232
00:10:34,708 --> 00:10:38,750
And if they get them,
the world is in dire peril.
233
00:10:38,750 --> 00:10:40,833
[Spider-Man] That
someone is the Kingpin.
234
00:10:40,833 --> 00:10:42,708
He has everything he needs
and I have no way to stop him.
235
00:10:42,708 --> 00:10:46,875
I'm stuck waiting to see
what he throws at us next.
236
00:10:46,875 --> 00:10:48,750
[man snarling]
237
00:10:48,750 --> 00:10:51,750
You once worked for my
arch enemy Silvermane.
238
00:10:51,750 --> 00:10:55,000
-Are you the traitor?
-No, I swear it ain't me.
239
00:10:55,000 --> 00:10:57,958
Well one of you has
betrayed me once
240
00:10:57,958 --> 00:11:00,833
and may try to betray me again.
241
00:11:00,833 --> 00:11:03,208
But I'm warning you,
242
00:11:03,208 --> 00:11:05,958
the information inside this box
243
00:11:05,958 --> 00:11:11,000
should make me powerful enough
to squash all my enemies.
244
00:11:11,000 --> 00:11:12,416
Look, it's all here!
245
00:11:12,416 --> 00:11:14,208
The owners of the keys.
246
00:11:14,208 --> 00:11:17,208
We've already infiltrated
every database in the country.
247
00:11:17,208 --> 00:11:18,833
If these people have cars
248
00:11:18,833 --> 00:11:21,458
or even a dog, we'll find them!
249
00:11:21,458 --> 00:11:22,625
Distribute the information
250
00:11:22,625 --> 00:11:25,250
they will need to
find those keys.
251
00:11:25,250 --> 00:11:27,333
This is what I'm looking for.
252
00:11:27,333 --> 00:11:31,875
Six statues of six
ancients gods of war.
253
00:11:31,875 --> 00:11:35,166
But you said you wanted keys!
254
00:11:36,208 --> 00:11:38,708
These are keys.
255
00:11:38,708 --> 00:11:42,875
The base of each statue
contains a pin tumbler key
256
00:11:42,875 --> 00:11:45,583
of a very advanced design.
257
00:11:45,583 --> 00:11:48,583
Go and bring them to me.
258
00:11:48,583 --> 00:11:54,166
Bring me the keys to our
future ownership of the world.
259
00:11:54,166 --> 00:11:56,375
-[birds twittering]
-[kids laughing]
260
00:11:58,583 --> 00:11:59,875
[light music playing]
261
00:11:59,875 --> 00:12:02,083
You can't make the
superhero's head
262
00:12:02,083 --> 00:12:04,125
smaller than his hands, Bobby.
263
00:12:04,125 --> 00:12:06,625
Maybe not when you were
drawin' comics, Mr. Frank.
264
00:12:06,625 --> 00:12:09,000
But this is what's happenin'
in comics nowadays.
265
00:12:09,000 --> 00:12:10,833
But it doesn't look real.
266
00:12:10,833 --> 00:12:12,500
So what?
267
00:12:12,500 --> 00:12:14,458
Nothin' you ever drew back
in the '40's looked real.
268
00:12:14,458 --> 00:12:16,583
Like that goofy
Whizzer character.
269
00:12:16,583 --> 00:12:18,625
Nobody ever took him for real.
270
00:12:18,625 --> 00:12:20,250
-[Rhino roaring]
-[wall clattering]
271
00:12:20,250 --> 00:12:21,625
I'm lookin' for a Whizzer.
272
00:12:21,625 --> 00:12:24,875
Mr. Frank, what's
he talkin' about?
273
00:12:24,875 --> 00:12:28,208
Whizzer, you got
somethin' I want,
274
00:12:28,208 --> 00:12:29,958
and you're gonna give it to me,
275
00:12:29,958 --> 00:12:33,708
or you ain't gonna
live to see 100.
276
00:12:33,708 --> 00:12:35,708
[Spider-Man] How can
I stop the Kingpin?
277
00:12:35,708 --> 00:12:37,000
If only I could, whoa!
278
00:12:39,875 --> 00:12:41,833
Did I just see
The Vulture chasing
279
00:12:41,833 --> 00:12:43,958
after an old woman
who was flying?
280
00:12:44,708 --> 00:12:46,875
Stay away from me!
281
00:12:46,875 --> 00:12:49,083
-[whooshing]
-[suspenseful music]
282
00:12:52,000 --> 00:12:53,708
[woman screaming]
283
00:12:53,708 --> 00:12:55,625
[dramatic music playing]
284
00:12:56,750 --> 00:12:58,250
Out of web fluid?
285
00:12:58,250 --> 00:12:59,500
Not now!
286
00:12:59,500 --> 00:13:01,708
One cartridge left, gotta move.
287
00:13:02,708 --> 00:13:04,250
Made it!
288
00:13:04,250 --> 00:13:06,208
Whoever you are,
you're safe now.
289
00:13:06,208 --> 00:13:07,833
Not on your life, son.
290
00:13:07,833 --> 00:13:11,083
That feathered freak
stole something in my bag
291
00:13:11,083 --> 00:13:12,833
that could destroy the world!
292
00:13:12,833 --> 00:13:14,833
It didn't happen to
be a small statue, did it?
293
00:13:14,833 --> 00:13:16,875
-How do you know about--
-Don't worry!
294
00:13:16,875 --> 00:13:20,708
I'll get it back, Miss America.
295
00:13:20,708 --> 00:13:23,333
I can't fight The Insidious
Six on one web cartridge.
296
00:13:23,333 --> 00:13:25,083
I could go home,
but I've still got
297
00:13:25,083 --> 00:13:27,708
some spare web
cartridges at Aunt May's.
298
00:13:27,708 --> 00:13:29,583
[Nick] Your promises
to your old pals
299
00:13:29,583 --> 00:13:31,000
have put them in
great danger, Keene.
300
00:13:31,000 --> 00:13:32,375
What do you mean, Nick?
301
00:13:32,375 --> 00:13:33,708
The Whizzer, Bob Frank,
302
00:13:33,708 --> 00:13:35,458
has been attacked
and his key stolen.
303
00:13:35,458 --> 00:13:37,583
So has Miss America,
Madeline Joyce.
304
00:13:37,583 --> 00:13:38,875
I could've prevented this
305
00:13:38,875 --> 00:13:40,458
if you had told me
the whole truth!
306
00:13:40,458 --> 00:13:42,708
I thought by not revealing
their identities,
307
00:13:42,708 --> 00:13:45,000
it might keep them
out of harm's way.
308
00:13:45,000 --> 00:13:46,375
You were wrong.
309
00:13:46,375 --> 00:13:48,625
-Yes, again.
-[door latch clicks]
310
00:13:48,625 --> 00:13:50,875
We'll talk later,
Fury, over and out.
311
00:13:50,875 --> 00:13:52,958
Keene, you're still here.
312
00:13:52,958 --> 00:13:54,500
You can join us for lunch.
313
00:13:54,500 --> 00:13:56,458
May, you must let
me have those items!
314
00:13:56,458 --> 00:13:57,708
I can't wait any longer!
315
00:13:57,708 --> 00:13:59,375
What on earth is
he talking about?
316
00:13:59,375 --> 00:14:00,875
Keene, not now.
317
00:14:00,875 --> 00:14:03,125
If you don't,
we're in great danger.
318
00:14:03,125 --> 00:14:04,583
You don't know what's at stake.
319
00:14:04,583 --> 00:14:07,208
Ben told me and
I made a solemn vow
320
00:14:07,208 --> 00:14:09,333
to him not to let you have them.
321
00:14:09,333 --> 00:14:10,625
-[May exclaims]
-[clattering]
322
00:14:10,625 --> 00:14:13,250
Marlow, we're here for that key!
323
00:14:15,208 --> 00:14:18,000
Now fork over that key,
or The Shocker here
324
00:14:18,000 --> 00:14:20,625
takes care of the ladies.
325
00:14:20,625 --> 00:14:22,083
Get back!
326
00:14:22,083 --> 00:14:23,875
How did you find me here?
327
00:14:23,875 --> 00:14:26,875
Kingpin can get information
from anywhere he needs to.
328
00:14:26,875 --> 00:14:28,708
Even S.H.I.E.L.D. headquarters.
329
00:14:28,708 --> 00:14:30,875
[Spider-Man]
I've had it, frog face!
330
00:14:30,875 --> 00:14:33,458
Stay out of this, wall crawler!
331
00:14:33,458 --> 00:14:34,875
[Spider-Man grunting]
332
00:14:34,875 --> 00:14:37,833
-[blows thudding]
-[Spider-Man grunting]
333
00:14:37,833 --> 00:14:39,875
[weaponized fluid splashing]
334
00:14:40,625 --> 00:14:42,125
[Spider-Man grunting]
335
00:14:42,125 --> 00:14:43,750
Look out!
336
00:14:43,750 --> 00:14:46,083
I gotta get him outside
to protect my family!
337
00:14:52,875 --> 00:14:54,458
May, they've come for it
338
00:14:54,458 --> 00:14:56,458
and they'll tear your
place apart to find it.
339
00:14:56,458 --> 00:14:58,000
Tell me where they're hidden.
340
00:14:58,000 --> 00:15:00,458
Here, In the basement,
under the furnace.
341
00:15:00,458 --> 00:15:02,375
[suspenseful music playing]
342
00:15:13,583 --> 00:15:15,333
Uh-oh, that's it
for the webbing.
343
00:15:15,333 --> 00:15:17,625
[grunting]
344
00:15:17,625 --> 00:15:20,083
No, stop, stop!
345
00:15:21,625 --> 00:15:24,000
Freeze, web lamer or
I spread your lady!
346
00:15:24,000 --> 00:15:25,458
No, don't!
347
00:15:25,458 --> 00:15:26,625
I give up.
348
00:15:29,458 --> 00:15:30,833
Who the heck are you?
349
00:15:32,125 --> 00:15:33,833
I'm called The Destroyer.
350
00:15:33,833 --> 00:15:35,500
And if you want this,
351
00:15:35,500 --> 00:15:37,291
you'll have to take it from me.
352
00:15:43,708 --> 00:15:45,833
[Scorpion] That's it!
I'm through playing around!
353
00:15:54,708 --> 00:15:56,583
Ah, it's a placebo.
354
00:16:01,833 --> 00:16:04,000
[Scorpion] Come on,
let's get outta here!
355
00:16:06,083 --> 00:16:07,958
Are you all right?
356
00:16:07,958 --> 00:16:09,333
I have to deactivate.
357
00:16:15,000 --> 00:16:17,416
You can't stay here.
358
00:16:17,416 --> 00:16:18,958
Look at this poor old house.
359
00:16:18,958 --> 00:16:20,708
You've got to come
to my house now,
360
00:16:20,708 --> 00:16:22,000
where you'll be safe.
361
00:16:22,000 --> 00:16:23,333
You too, Mary Jane.
362
00:16:23,333 --> 00:16:24,708
No!
363
00:16:24,708 --> 00:16:26,333
I intend to wait
here for my husband!
364
00:16:26,333 --> 00:16:28,333
[Anna] Fine.
Come along, May.
365
00:16:30,208 --> 00:16:31,625
Are you okay?
366
00:16:31,625 --> 00:16:34,083
Yeah, but he's not
in such great shape.
367
00:16:38,833 --> 00:16:40,875
He's coming around.
368
00:16:40,875 --> 00:16:41,958
Did they get the statue?
369
00:16:41,958 --> 00:16:43,583
Yes.
370
00:16:43,583 --> 00:16:45,000
I should never have
tried to use my powers.
371
00:16:45,000 --> 00:16:47,458
I failed again.
372
00:16:47,458 --> 00:16:48,708
Mr. Marlow?
373
00:16:48,708 --> 00:16:50,416
What do you have
to do with this?
374
00:16:50,416 --> 00:16:52,708
I'm one of the group
who called ourselves--
375
00:16:52,708 --> 00:16:54,750
The Six American Warriors?
376
00:16:54,750 --> 00:16:56,625
That was a long time ago.
377
00:16:56,625 --> 00:16:58,000
But what brought you here?
378
00:16:58,000 --> 00:16:59,625
This house.
379
00:16:59,625 --> 00:17:03,583
Ah, it all goes back
to over 50 years ago.
380
00:17:03,583 --> 00:17:06,375
It was in the late 1930's.
381
00:17:11,416 --> 00:17:15,000
Ben Parker and I always
wanted to be heroes.
382
00:17:15,000 --> 00:17:17,875
It was all we thought
about when we were young.
383
00:17:19,125 --> 00:17:21,583
Well, almost all
we thought about.
384
00:17:21,583 --> 00:17:25,833
Nora Sharp was also
on both our minds.
385
00:17:25,833 --> 00:17:28,333
We were both head over
heels in love with her.
386
00:17:30,708 --> 00:17:33,708
At first, Ben had
the inside track.
387
00:17:33,708 --> 00:17:35,333
But then the war started
388
00:17:35,333 --> 00:17:37,250
and I was chosen
to be in a project
389
00:17:37,250 --> 00:17:40,291
which would turn me
into a real superhero.
390
00:17:42,000 --> 00:17:44,208
Against orders, I told Nora.
391
00:17:44,208 --> 00:17:45,416
She was enthralled.
392
00:17:46,875 --> 00:17:48,458
Ben couldn't compete with it.
393
00:17:48,458 --> 00:17:50,500
He was just a regular,
decent guy.
394
00:17:52,708 --> 00:17:55,333
[crowd chattering]
395
00:17:55,333 --> 00:17:58,291
Then Nora and I married
during the war.
396
00:17:58,291 --> 00:18:01,833
Did she love The Destroyer
or Keene Marlow?
397
00:18:01,833 --> 00:18:04,833
All I knew was
I was in paradise,
398
00:18:04,833 --> 00:18:07,166
but paradise never
lasts for very long.
399
00:18:07,166 --> 00:18:09,458
It was not until 1946,
400
00:18:09,458 --> 00:18:11,458
right after the war ended,
401
00:18:11,458 --> 00:18:13,875
when I told Nora my
powers weren't permanent.
402
00:18:13,875 --> 00:18:16,583
She begged me to give
up being a superhero,
403
00:18:16,583 --> 00:18:18,083
but I couldn't!
404
00:18:18,083 --> 00:18:19,208
I was hooked on
the thrill of it!
405
00:18:19,208 --> 00:18:21,083
Even after the war,
406
00:18:21,083 --> 00:18:22,875
I continued to work in
secret for the government.
407
00:18:22,875 --> 00:18:24,125
Then one night,
408
00:18:24,125 --> 00:18:26,166
I let my beautiful wife down.
409
00:18:26,166 --> 00:18:28,291
I saw a bank being robbed.
410
00:18:28,291 --> 00:18:30,583
I activated my power.
411
00:18:30,583 --> 00:18:32,375
It was an impetuous
fool hardy thing to do.
412
00:18:32,375 --> 00:18:34,166
[guns firing]
413
00:18:34,166 --> 00:18:37,250
My wife was caught
in the crossfire.
414
00:18:37,250 --> 00:18:38,708
How ironic.
415
00:18:38,708 --> 00:18:40,375
I've become The Destroyer,
all right.
416
00:18:40,375 --> 00:18:42,000
The Destroyer of lives.
417
00:18:42,000 --> 00:18:44,625
Ben Parker was as
devastated as I was.
418
00:18:44,625 --> 00:18:46,000
From that moment,
419
00:18:46,000 --> 00:18:47,875
we both knew that
with great power,
420
00:18:47,875 --> 00:18:51,583
there must always come
great responsibility.
421
00:18:51,583 --> 00:18:53,958
So that's how Uncle Ben
learned that lesson.
422
00:18:53,958 --> 00:18:56,625
I gave my ring and
my costume to Ben
423
00:18:56,625 --> 00:18:58,458
to keep hidden
somewhere in his house.
424
00:18:58,458 --> 00:19:00,250
Hidden from me,
425
00:19:00,250 --> 00:19:02,083
so that I'd never be
tempted to use them again.
426
00:19:02,083 --> 00:19:05,083
But I also gave him my key
to the Doomsday device.
427
00:19:05,083 --> 00:19:06,750
Fury knew about that.
428
00:19:06,750 --> 00:19:08,708
When he heard May Parker
was selling the house,
429
00:19:08,708 --> 00:19:10,375
he urged me to stop her.
430
00:19:10,375 --> 00:19:12,125
I appreciate you
telling me all this,
431
00:19:12,125 --> 00:19:13,708
more than you could know.
432
00:19:13,708 --> 00:19:15,208
Now rest here for a few minutes,
433
00:19:15,208 --> 00:19:17,333
there's something I must do.
434
00:19:17,333 --> 00:19:18,833
[Peter] This will
only take a second.
435
00:19:18,833 --> 00:19:21,000
What a sad life
Mr. Marlow has had.
436
00:19:21,000 --> 00:19:22,875
[Peter Parker] No kidding.
437
00:19:22,875 --> 00:19:24,416
My worst fear is that
I'll end up like Marlow
438
00:19:24,416 --> 00:19:26,416
and jeopardize
Mary Jane's life.
439
00:19:27,416 --> 00:19:30,208
Why do I do this?
440
00:19:30,208 --> 00:19:33,708
Why do I still have to
put on this costume?
441
00:19:33,708 --> 00:19:34,708
What is it, tiger?
442
00:19:34,708 --> 00:19:35,875
What's the matter?
443
00:19:35,875 --> 00:19:37,000
I just want you to know
444
00:19:37,000 --> 00:19:38,250
I love you, M.J.
445
00:19:39,583 --> 00:19:41,708
Fury says the damage
made on this house
446
00:19:41,708 --> 00:19:43,291
will be taken care
of by S.H.I.E.L.D.
447
00:19:43,291 --> 00:19:45,708
-Fair enough.
-You've been awfully silent.
448
00:19:45,708 --> 00:19:47,583
What's on your mind, Spider-Man?
449
00:19:47,583 --> 00:19:48,958
I was thinking
450
00:19:48,958 --> 00:19:51,416
you were a real superhero
in World War II,
451
00:19:51,416 --> 00:19:53,833
but for the rest of your life
you've been a regular person.
452
00:19:53,833 --> 00:19:56,875
Did you miss being a costumed
crime fighter at all?
453
00:19:56,875 --> 00:19:59,250
Just between us,
costume cronies?
454
00:19:59,250 --> 00:20:03,708
I missed it more than I would
miss the very air I breathe.
455
00:20:03,708 --> 00:20:06,958
Being a superhero
is a wonderful gift,
456
00:20:06,958 --> 00:20:09,083
one not to be taken lightly.
457
00:20:09,083 --> 00:20:10,708
I was afraid you
were gonna say that.
458
00:20:10,708 --> 00:20:13,458
The worst part about
it is I agree with you.
459
00:20:16,208 --> 00:20:18,125
[theme music playing]
460
00:20:21,000 --> 00:20:22,625
♪ Spider-Man ♪
461
00:20:22,625 --> 00:20:25,166
♪ Spider-Man ♪
462
00:20:25,166 --> 00:20:28,958
♪ Radioactive Spider-Man ♪
463
00:20:37,125 --> 00:20:39,125
♪ Spider blood, spider blood ♪
464
00:20:39,125 --> 00:20:41,375
♪ Radioactive spider blood ♪
465
00:20:41,375 --> 00:20:42,958
♪ Spider blood, spider blood ♪
466
00:20:42,958 --> 00:20:44,500
♪ Spider-Man ♪
34290
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