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1
00:00:01,833 --> 00:00:03,250
[Peter]
Previously onSpider-Man.
2
00:00:03,250 --> 00:00:04,458
I've pinpointed the
doomsday complex.
3
00:00:04,458 --> 00:00:05,458
Excellent.
4
00:00:05,458 --> 00:00:06,875
Who are you?
5
00:00:06,875 --> 00:00:08,458
Omar Mosley,
the real Black Marvel.
6
00:00:08,458 --> 00:00:10,750
We have to stop Kingpin
from getting the keys.
7
00:00:10,750 --> 00:00:12,750
Then we have to assemble
those of us who are left
8
00:00:12,750 --> 00:00:15,875
and protect the site of
the doomsday complex.
9
00:00:15,875 --> 00:00:17,625
This is a young person sport.
10
00:00:17,625 --> 00:00:20,708
We all have one last chance
to prove ourselves again.
11
00:00:20,708 --> 00:00:22,875
We shall secure the location.
12
00:00:22,875 --> 00:00:24,708
[groaning]
13
00:00:24,708 --> 00:00:26,583
What is the meaning of this?
14
00:00:26,583 --> 00:00:28,166
[Rheinholdt] Father.
15
00:00:28,166 --> 00:00:30,000
Rheinholdt, Chameleon, my sons.
16
00:00:30,000 --> 00:00:32,875
[Rheinholdt] We are in this
doomsday complex you built.
17
00:00:32,875 --> 00:00:34,958
We are destined to rule.
18
00:00:34,958 --> 00:00:36,458
And we shall.
19
00:00:36,458 --> 00:00:38,583
Free the others.
Right now, attack.
20
00:00:38,583 --> 00:00:40,166
We must stop the Red Skulls.
21
00:00:40,166 --> 00:00:41,958
Let's make the world
a safer democracy.
22
00:00:43,458 --> 00:00:45,416
-We're losing power.
-This way, Rheinholdt.
23
00:00:45,416 --> 00:00:47,166
Uh-oh.
24
00:00:47,166 --> 00:00:48,625
I thought you were a mercenary.
25
00:00:48,625 --> 00:00:50,875
I was continuing to hunt
German war criminals
26
00:00:50,875 --> 00:00:53,000
when I stumbled onto
the doomsday plot.
27
00:00:53,000 --> 00:00:55,708
Now I know you are a friend.
28
00:00:55,708 --> 00:00:57,291
Between the two of us,
29
00:00:57,291 --> 00:01:00,166
the Red Skull is finally
going to be history.
30
00:01:00,166 --> 00:01:02,333
[theme music playing]
31
00:01:09,375 --> 00:01:13,416
♪ Spider-Man, Spider-Man ♪
32
00:01:13,416 --> 00:01:17,250
♪ Radioactive Spider-Man ♪
33
00:01:17,250 --> 00:01:21,208
♪ Spider-Man, Spider-Man ♪
34
00:01:21,208 --> 00:01:25,833
♪ Radioactive Spider-Man ♪
35
00:01:25,833 --> 00:01:29,625
♪ Spider-Man, Spider-Man ♪
36
00:01:29,625 --> 00:01:33,375
♪ Radioactive Spider-Man ♪
37
00:01:33,375 --> 00:01:36,166
[guitar solo]
38
00:01:39,958 --> 00:01:41,708
♪ Spider blood, spider blood ♪
39
00:01:41,708 --> 00:01:43,583
♪ Radioactive spider blood ♪
40
00:01:43,583 --> 00:01:45,583
♪ Spider blood, Spider blood ♪
41
00:01:45,583 --> 00:01:47,958
♪ Radioactive spider blood ♪
42
00:01:47,958 --> 00:01:50,291
[guitar solo]
43
00:01:55,833 --> 00:01:57,875
♪ Spider-Man, Spider-Man ♪
44
00:02:12,583 --> 00:02:13,875
Look!
45
00:02:13,875 --> 00:02:15,375
No doubt about it.
46
00:02:15,375 --> 00:02:17,333
The Skull and his
son went this way.
47
00:02:17,333 --> 00:02:19,000
And then disappeared?
48
00:02:19,000 --> 00:02:20,583
Spider sense, danger!
49
00:02:22,375 --> 00:02:25,875
Ah, you have fallen
into my stasis trap.
50
00:02:25,875 --> 00:02:28,458
Welcome to the heart
of my doomsday complex.
51
00:02:28,458 --> 00:02:30,833
Why don't you give
this all up, Skull?
52
00:02:30,833 --> 00:02:32,250
Your robots
have already failed.
53
00:02:32,250 --> 00:02:34,208
They did what they
were designed for.
54
00:02:34,208 --> 00:02:35,583
To safeguard this.
55
00:02:35,583 --> 00:02:39,000
Witness as I transform my son
56
00:02:39,000 --> 00:02:41,291
into fascism's
ultimate warrior.
57
00:02:42,458 --> 00:02:44,583
Look!
He's changing.
58
00:02:44,583 --> 00:02:48,583
Chameleon, when I am
done pulverizing you,
59
00:02:48,583 --> 00:02:52,000
I look forward to doing
the same to your boss,
60
00:02:52,000 --> 00:02:53,583
the Red Skull.
61
00:02:53,583 --> 00:02:55,333
Spider-Man and Silver Sable
ran in here
62
00:02:55,333 --> 00:02:56,458
after the Red Skull.
63
00:02:56,458 --> 00:02:58,000
Come on, we have to get in.
64
00:02:58,000 --> 00:02:59,625
We've got to stop
the Red Skull.
65
00:03:00,583 --> 00:03:02,000
[woman] What's going on?
66
00:03:02,000 --> 00:03:03,708
Stand back,
everybody, take cover.
67
00:03:03,708 --> 00:03:06,125
[crumbling]
68
00:03:10,583 --> 00:03:12,000
Look, someone's there.
69
00:03:12,000 --> 00:03:13,416
What on earth?
70
00:03:13,416 --> 00:03:16,000
Behold, my doomsday weapon.
71
00:03:16,000 --> 00:03:18,125
A soldier
who can harness energy
72
00:03:18,125 --> 00:03:20,375
and bend it to his will.
73
00:03:20,375 --> 00:03:22,708
He is no longer my son.
74
00:03:22,708 --> 00:03:27,208
Now you may call him Electro!
75
00:03:27,208 --> 00:03:28,875
[laughing]
76
00:03:30,708 --> 00:03:32,500
Do you mean to tell me
77
00:03:32,500 --> 00:03:34,083
the doomsday weapon is simply
78
00:03:34,083 --> 00:03:37,166
another Neanderthal
in a costume?
79
00:03:37,166 --> 00:03:38,750
Don't underestimate
the Red Skull.
80
00:03:38,750 --> 00:03:41,375
If he says he's created
something of great power,
81
00:03:41,375 --> 00:03:43,125
there's only one
way to find out.
82
00:03:43,125 --> 00:03:45,625
[groans]
83
00:03:45,625 --> 00:03:48,458
Earth's mightiest
mortals fall before
84
00:03:48,458 --> 00:03:50,875
our awesome power.
85
00:03:50,875 --> 00:03:52,583
Our power?
86
00:03:52,583 --> 00:03:55,000
[buzzing]
87
00:03:56,291 --> 00:03:57,875
We will see how you feel
88
00:03:57,875 --> 00:04:00,500
after you have
experienced my power.
89
00:04:00,500 --> 00:04:01,958
Kingpin, no!
90
00:04:03,583 --> 00:04:06,625
All of you,
your abilities are pathetic.
91
00:04:06,625 --> 00:04:09,208
And mine are beyond
comprehension.
92
00:04:10,166 --> 00:04:11,875
[gasping]
93
00:04:15,958 --> 00:04:18,333
He has overtaxed himself.
94
00:04:18,333 --> 00:04:20,375
His body has not adjusted yet.
95
00:04:20,375 --> 00:04:21,875
I prepared this
emergency escape plan
96
00:04:21,875 --> 00:04:24,000
all those years ago.
97
00:04:25,833 --> 00:04:27,333
[exploding]
98
00:04:27,333 --> 00:04:29,875
Now we know what
the doomsday weapon is.
99
00:04:29,875 --> 00:04:31,125
Lucky us.
100
00:04:31,750 --> 00:04:33,875
[sirens blaring]
101
00:04:36,166 --> 00:04:37,875
Fisk, you'll be okay.
102
00:04:37,875 --> 00:04:41,083
They'll get you to a place
where you can recuperate.
103
00:04:41,083 --> 00:04:43,250
The mighty Kingpin.
104
00:04:43,250 --> 00:04:47,000
Bah, there is no profit
to be made here now.
105
00:04:47,000 --> 00:04:48,833
Let us get back
to our own lives.
106
00:04:48,833 --> 00:04:52,083
The Kingpin and his men
have all been taken care of.
107
00:04:52,083 --> 00:04:53,875
Now, what shall we do?
108
00:04:53,875 --> 00:04:56,125
You should do nothing
more than wish us luck.
109
00:04:56,125 --> 00:04:57,250
What?
110
00:04:57,250 --> 00:04:58,875
Your people fought bravely,
111
00:04:58,875 --> 00:05:00,000
but they are hopelessly
outmatched by Electro.
112
00:05:00,000 --> 00:05:01,875
If you think for one second
113
00:05:01,875 --> 00:05:03,166
that I'm going
to sit this out--
114
00:05:03,166 --> 00:05:04,416
Sable, stop.
115
00:05:04,416 --> 00:05:05,708
He's right and you know it.
116
00:05:05,708 --> 00:05:07,458
It's our fight now.
117
00:05:07,458 --> 00:05:08,708
I see.
118
00:05:08,708 --> 00:05:10,833
One cannot afford
any liabilities.
119
00:05:10,833 --> 00:05:13,083
Even well intentioned ones.
120
00:05:13,083 --> 00:05:15,416
All right, we'll go.
121
00:05:15,416 --> 00:05:19,708
But if you fail, I will be
back to take up the fight.
122
00:05:19,708 --> 00:05:20,875
Wild Pack, assemble.
123
00:05:20,875 --> 00:05:22,458
We're going home.
124
00:05:23,416 --> 00:05:25,583
There goes one tough lady.
125
00:05:25,583 --> 00:05:27,750
Spider-Man, what is this place?
126
00:05:27,750 --> 00:05:29,000
This is the same part of town
127
00:05:29,000 --> 00:05:30,333
where you fought the Red Skull.
128
00:05:30,333 --> 00:05:31,458
But it's a wasteland.
129
00:05:31,458 --> 00:05:32,750
What happened?
130
00:05:32,750 --> 00:05:35,500
I think maybe we
hung up our tights
131
00:05:35,500 --> 00:05:36,708
a little prematurely.
132
00:05:36,708 --> 00:05:38,291
No kidding.
133
00:05:38,291 --> 00:05:39,875
It looks to me like
America needs heroes
134
00:05:39,875 --> 00:05:41,125
now more than ever.
135
00:05:41,125 --> 00:05:42,500
Darn right it does.
136
00:05:42,500 --> 00:05:44,166
So, what's our
next move, Captain?
137
00:05:44,166 --> 00:05:45,875
It's hard to say this
to you, my friends.
138
00:05:45,875 --> 00:05:48,000
Your powers are
five decades older.
139
00:05:48,000 --> 00:05:49,208
The heck with that.
140
00:05:49,208 --> 00:05:50,708
We're willing to
take our chances.
141
00:05:50,708 --> 00:05:52,875
Well then, we need a
base of operations.
142
00:05:52,875 --> 00:05:54,458
I can think of one.
143
00:05:54,458 --> 00:05:57,166
I can't believe the
old Hall of Freedom
144
00:05:57,166 --> 00:05:58,583
is still standing.
145
00:05:58,583 --> 00:06:00,208
50 years.
146
00:06:00,208 --> 00:06:02,333
I hope I'm not too out
of date to be of any use.
147
00:06:02,333 --> 00:06:04,875
Cap, a classic is
never out of date.
148
00:06:07,833 --> 00:06:10,708
I am glad that you had set up
a hidden retreat, Chameleon.
149
00:06:10,708 --> 00:06:13,125
Father, what's happening to me?
150
00:06:13,125 --> 00:06:17,000
Your body is adapting
to its fantastic power.
151
00:06:17,000 --> 00:06:19,958
Soon, you'll be able
to control electricity
152
00:06:19,958 --> 00:06:21,958
all over the entire world.
153
00:06:21,958 --> 00:06:24,083
Yes, I can feel it.
154
00:06:24,083 --> 00:06:26,125
You have shown strength,
my son.
155
00:06:26,125 --> 00:06:30,333
And earned the place
in my new world order.
156
00:06:30,333 --> 00:06:31,750
Your world order?
157
00:06:31,750 --> 00:06:35,333
I spent my life
trying to free you.
158
00:06:35,333 --> 00:06:39,708
But you were willing to risk
my life in that machine.
159
00:06:39,708 --> 00:06:41,833
Ah, the risk was quite minimal.
160
00:06:41,833 --> 00:06:42,875
Oh really?
161
00:06:42,875 --> 00:06:45,166
It is I who has the power,
162
00:06:45,166 --> 00:06:46,833
and I who shall rule.
163
00:06:46,833 --> 00:06:51,166
I even sense the energy
in your body, brother.
164
00:06:51,166 --> 00:06:52,875
I cannot be surprised.
165
00:06:52,875 --> 00:06:56,583
And you, you'll never
control me again.
166
00:06:58,208 --> 00:07:00,375
Do not despair, Chameleon.
167
00:07:00,375 --> 00:07:03,833
The Red Skull
anticipates everything.
168
00:07:05,750 --> 00:07:09,208
Ah, Jay Three Communications.
169
00:07:09,208 --> 00:07:12,583
Just what I need to let the
world know of my arrival.
170
00:07:13,375 --> 00:07:15,208
[gasping]
171
00:07:16,833 --> 00:07:19,125
[intense music playing]
172
00:07:27,708 --> 00:07:29,750
[Electro]
People of Earth, rejoice.
173
00:07:29,750 --> 00:07:32,000
For a new age is upon you.
174
00:07:32,000 --> 00:07:34,458
The age of Electro.
175
00:07:35,750 --> 00:07:37,500
No force can withstand me.
176
00:07:37,500 --> 00:07:40,875
No living thing can
exist without my energy.
177
00:07:40,875 --> 00:07:44,625
I have willed the cessation
of all ground vehicles
178
00:07:44,625 --> 00:07:48,250
in New York City as
a small demonstration
179
00:07:48,250 --> 00:07:51,125
of what I can do.
180
00:07:51,125 --> 00:07:54,833
This is only the tiniest
sample of my abilities.
181
00:07:54,833 --> 00:07:57,250
I don't really control power.
182
00:07:57,250 --> 00:08:01,125
I am power.
183
00:08:01,125 --> 00:08:04,000
Our first task will be to
find out where they fled to.
184
00:08:04,000 --> 00:08:05,833
We must find Electro.
185
00:08:05,833 --> 00:08:07,708
Hey, my TV.
186
00:08:07,708 --> 00:08:09,708
It just switched itself on.
187
00:08:09,708 --> 00:08:13,583
All who oppose me
shall be destroyed.
188
00:08:13,583 --> 00:08:14,708
I think we just found him.
189
00:08:14,708 --> 00:08:16,458
Incredible, it's a miniature
190
00:08:16,458 --> 00:08:18,708
transportable imaging device.
191
00:08:18,708 --> 00:08:21,333
You United Nations delegates
192
00:08:21,333 --> 00:08:24,166
are hereby instructed
to rectify
193
00:08:24,166 --> 00:08:27,750
a declaration giving
me complete control
194
00:08:27,750 --> 00:08:30,416
of all governments, citizens,
195
00:08:30,416 --> 00:08:33,958
and property to
use as I see fit.
196
00:08:33,958 --> 00:08:36,250
Submit now so I need not take
197
00:08:36,250 --> 00:08:39,458
what is rightfully
mine by force.
198
00:08:39,458 --> 00:08:41,458
I've got to get down there.
199
00:08:41,458 --> 00:08:43,750
Peter's probably in
the thick of all this.
200
00:08:43,750 --> 00:08:45,583
You can't put your
life in danger
201
00:08:45,583 --> 00:08:48,583
just because of Peter's
disregard for his own safety.
202
00:08:48,583 --> 00:08:51,000
Listen, Aunt Anna.
You're wrong.
203
00:08:51,000 --> 00:08:53,750
Peter stands for everything
that's good in the world.
204
00:08:53,750 --> 00:08:56,958
Well, it's just that
I love you so much.
205
00:08:56,958 --> 00:08:59,333
Then that's something
you share with Peter.
206
00:08:59,333 --> 00:09:00,458
He loves me too.
207
00:09:02,833 --> 00:09:06,958
Any leaders who oppose
this oath of obedience
208
00:09:06,958 --> 00:09:10,250
will be considered
traitors to the Earth
209
00:09:10,250 --> 00:09:12,625
and will be
so merrily executed.
210
00:09:13,000 --> 00:09:14,291
Huh?
211
00:09:14,291 --> 00:09:15,708
[gasps]
212
00:09:15,708 --> 00:09:17,875
[groaning]
213
00:09:23,166 --> 00:09:25,708
Keep it up.
He's being distracted.
214
00:09:29,000 --> 00:09:30,875
[mumbling]
215
00:09:30,875 --> 00:09:31,833
[gasps]
216
00:09:37,458 --> 00:09:38,875
Peter!
217
00:09:40,500 --> 00:09:42,500
[groaning]
218
00:09:56,208 --> 00:09:58,000
No! [screams]
219
00:09:58,000 --> 00:09:59,208
Mary Jane!
220
00:10:02,166 --> 00:10:04,000
[laughs]
221
00:10:08,250 --> 00:10:11,708
Auf Wiedersehen,Spider-Man.
222
00:10:12,583 --> 00:10:14,250
[groans]
223
00:10:17,625 --> 00:10:19,375
You again?
224
00:10:19,375 --> 00:10:20,875
It's time I showed the world
225
00:10:20,875 --> 00:10:23,375
how futile your efforts are.
226
00:10:24,875 --> 00:10:27,875
[laughs]
227
00:10:28,708 --> 00:10:29,833
What have I done?
228
00:10:29,833 --> 00:10:31,250
She's weak, Spider-Man.
229
00:10:31,250 --> 00:10:32,583
We'd better get
her to a safe place
230
00:10:32,583 --> 00:10:33,875
where she can rest.
231
00:10:33,875 --> 00:10:35,416
It's my fault.
232
00:10:35,416 --> 00:10:37,125
If she weren't married to me,
233
00:10:37,125 --> 00:10:39,250
she never would've
been on that roof.
234
00:10:39,250 --> 00:10:41,125
If I weren't playing hero--
235
00:10:41,125 --> 00:10:42,583
[Captain America] I gather
that she's important to you.
236
00:10:42,583 --> 00:10:45,291
But remember,
you're also important.
237
00:10:45,291 --> 00:10:46,875
A lot of people are
counting on you.
238
00:10:46,875 --> 00:10:48,583
People just like her.
239
00:10:48,583 --> 00:10:50,291
I know you want to go with her.
240
00:10:50,291 --> 00:10:52,708
If you do, she may not
have a world to wake up to.
241
00:10:52,708 --> 00:10:55,083
That's the price you pay
when you do this job.
242
00:10:55,083 --> 00:10:58,333
All right,
let's go stop that maniac.
243
00:11:00,875 --> 00:11:03,125
[crumbling]
244
00:11:03,125 --> 00:11:04,708
[Electro] Come, my friends.
245
00:11:04,708 --> 00:11:06,958
[whirring]
246
00:11:09,416 --> 00:11:12,416
I need to make a
memorable entrance.
247
00:11:14,375 --> 00:11:16,583
[intense music playing]
248
00:11:22,500 --> 00:11:23,708
[clapping]
249
00:11:25,625 --> 00:11:28,000
The time has come.
250
00:11:28,000 --> 00:11:30,833
Submission or oblivion.
251
00:11:30,833 --> 00:11:33,083
The choice is yours.
252
00:11:33,083 --> 00:11:35,583
He's 1000 times more
powerful than we thought.
253
00:11:35,583 --> 00:11:37,083
And growing.
254
00:11:37,083 --> 00:11:39,458
What hope do we have
of stopping him now?
255
00:11:39,458 --> 00:11:41,083
I've spent the last 50 years
256
00:11:41,083 --> 00:11:43,625
with the Red Skull's
hands at my throat.
257
00:11:43,625 --> 00:11:45,375
I know how he thinks.
258
00:11:45,375 --> 00:11:47,500
That mad man would
never allow someone
259
00:11:47,500 --> 00:11:49,208
to be more powerful than he is.
260
00:11:49,208 --> 00:11:50,833
The Red Skull must've prepared
261
00:11:50,833 --> 00:11:52,458
some kind of fail safe device.
262
00:11:52,458 --> 00:11:54,000
Some way to control him.
263
00:11:54,000 --> 00:11:56,000
But what could be more
powerful than Electro,
264
00:11:56,000 --> 00:11:57,958
the ultimate weapon?
265
00:11:57,958 --> 00:11:59,583
The vortex.
266
00:11:59,583 --> 00:12:02,000
The energy field that
kept Cap suspended in time
267
00:12:02,000 --> 00:12:03,875
is self-perpetuating energy.
268
00:12:03,875 --> 00:12:05,458
It's completely autonomous
269
00:12:05,458 --> 00:12:07,458
from the Earth's
electromagnetic fields.
270
00:12:07,458 --> 00:12:09,166
I get it.
271
00:12:09,166 --> 00:12:10,833
The Red Skull must've
created the vortex
272
00:12:10,833 --> 00:12:12,416
as a trump card.
273
00:12:12,416 --> 00:12:14,125
Something to
threaten Electro with
274
00:12:14,125 --> 00:12:16,125
if Electro got out of hand.
275
00:12:16,125 --> 00:12:18,208
The rest of you, hightail it
over to the United Nations
276
00:12:18,208 --> 00:12:19,833
and protect the delegates.
277
00:12:19,833 --> 00:12:22,291
Spider-Man and I will
go after the vortex.
278
00:12:22,291 --> 00:12:23,416
Let's move!
279
00:12:25,500 --> 00:12:27,583
We've got to try to
keep Electro busy
280
00:12:27,583 --> 00:12:29,125
until the Army arrives.
281
00:12:29,125 --> 00:12:30,291
Not the Army.
282
00:12:30,291 --> 00:12:31,708
This is just the kind of thing
283
00:12:31,708 --> 00:12:33,458
S.H.I.E.L.D was designed for.
284
00:12:33,458 --> 00:12:35,416
Well, what are we waiting for?
285
00:12:35,416 --> 00:12:37,958
Invitations?
286
00:12:37,958 --> 00:12:42,958
Ah, I sense Earth's mighty
heroes have arrived.
287
00:12:42,958 --> 00:12:44,625
50 years too late.
288
00:12:44,625 --> 00:12:47,708
My robots will keep
them duly occupied.
289
00:12:47,708 --> 00:12:50,458
Now, let us get
back to the business
290
00:12:50,458 --> 00:12:53,875
of electing me
ruler of the Earth.
291
00:12:54,875 --> 00:12:57,208
[intense music playing]
292
00:13:13,416 --> 00:13:14,583
What is that thing?
293
00:13:14,583 --> 00:13:16,000
[man] It's S.H.I.E.L.D.
294
00:13:16,000 --> 00:13:18,166
S.H.I.E.L.D Headquarters
in plain sight
295
00:13:18,166 --> 00:13:19,708
of the whole city?
296
00:13:19,708 --> 00:13:22,416
Preston must really be
taking this seriously.
297
00:13:24,000 --> 00:13:26,750
Electro, we demand your
immediate surrender.
298
00:13:26,750 --> 00:13:28,875
[intense music playing]
299
00:13:32,458 --> 00:13:33,583
Signal the attack.
300
00:13:33,583 --> 00:13:35,458
Attack hovercraft, move in.
301
00:13:35,458 --> 00:13:37,291
Out on omega, delta.
302
00:13:37,291 --> 00:13:39,583
[intense music playing]
303
00:13:43,458 --> 00:13:44,708
[yells]
304
00:13:57,708 --> 00:13:59,833
[groaning]
305
00:14:01,833 --> 00:14:04,125
[intense music playing]
306
00:14:15,416 --> 00:14:17,708
Our fighters are dropping out
of the sky like hailstones.
307
00:14:19,458 --> 00:14:22,125
Revert to emergency
attack plan 814.
308
00:14:22,125 --> 00:14:24,125
[intense music playing]
309
00:14:28,875 --> 00:14:30,458
Use the motherships weapons.
310
00:14:32,958 --> 00:14:34,750
Carrier turrets one,
three, and five.
311
00:14:34,750 --> 00:14:36,583
Target only Electro.
312
00:14:36,583 --> 00:14:37,833
Fire!
313
00:14:39,708 --> 00:14:41,875
Colonel Fury, I think
we've stopped him.
314
00:14:41,875 --> 00:14:43,583
Nice try.
315
00:14:43,583 --> 00:14:45,708
Now, it's my turn.
316
00:14:46,958 --> 00:14:47,833
Brace for attack.
317
00:14:50,583 --> 00:14:51,708
No!
318
00:14:51,708 --> 00:14:52,833
Ship weapons won't respond.
319
00:14:56,458 --> 00:14:58,708
Hurry, Electro is
shutting us down.
320
00:15:00,291 --> 00:15:02,000
S.H.I.E.L.D is going dead.
321
00:15:03,875 --> 00:15:05,875
[intense music playing]
322
00:15:08,458 --> 00:15:09,958
Deploy the emergency power.
323
00:15:09,958 --> 00:15:12,416
Sir, there isn't
any emergency power.
324
00:15:14,708 --> 00:15:16,416
Get everyone out.
Abandon ship.
325
00:15:16,416 --> 00:15:18,375
-Sir, I--
-Agent, that's an order.
326
00:15:18,375 --> 00:15:19,458
Now, beat it.
327
00:15:20,708 --> 00:15:22,583
[alarm blaring]
328
00:15:23,708 --> 00:15:25,708
[intense music playing]
329
00:15:49,833 --> 00:15:52,291
[Agent] Colonel Fury,
are you all right?
330
00:15:52,291 --> 00:15:53,458
Do you copy?
331
00:15:53,458 --> 00:15:55,708
Yeah, I'm still alive.
332
00:15:55,708 --> 00:15:57,166
For what it's worth.
333
00:15:57,166 --> 00:15:58,416
He brought down
all of S.H.I.E.L.D
334
00:15:58,416 --> 00:16:00,000
with only a gesture.
335
00:16:00,000 --> 00:16:01,291
Heaven help us all.
336
00:16:06,458 --> 00:16:08,708
Need I remind you what fate
337
00:16:08,708 --> 00:16:12,208
awaits any who cast
their ballot against me?
338
00:16:13,291 --> 00:16:14,208
How's it coming, Spider-Man?
339
00:16:14,208 --> 00:16:16,000
Finished, I think.
340
00:16:16,000 --> 00:16:17,083
Huh?
341
00:16:17,083 --> 00:16:18,458
Spider sense.
342
00:16:18,458 --> 00:16:19,833
Spider-Man, what--
343
00:16:19,833 --> 00:16:21,750
[groans]
344
00:16:22,958 --> 00:16:25,708
You've been here
the entire time?
345
00:16:25,708 --> 00:16:26,875
Of course.
346
00:16:26,875 --> 00:16:28,625
I knew one of you would deduce
347
00:16:28,625 --> 00:16:31,000
the purpose of
the vortex generator
348
00:16:31,000 --> 00:16:33,125
and return here to repair it.
349
00:16:33,125 --> 00:16:34,750
Oh, great.
350
00:16:34,750 --> 00:16:37,000
I just did the Red Skull's
dirty work for him.
351
00:16:38,125 --> 00:16:40,166
[ominous music playing]
352
00:16:44,708 --> 00:16:45,875
What is this feeling?
353
00:16:45,875 --> 00:16:47,416
Some kind of new energy ripples
354
00:16:47,416 --> 00:16:49,875
through Earth's
electromagnetic field.
355
00:16:49,875 --> 00:16:52,708
An energy that rivals
my own in power.
356
00:16:52,708 --> 00:16:54,416
Of course.
357
00:16:54,416 --> 00:16:56,125
The vortex.
358
00:16:56,125 --> 00:16:57,708
[groaning]
359
00:16:57,708 --> 00:16:59,500
Look at them.
360
00:16:59,500 --> 00:17:02,083
They've spent the last 50
years locked in combat,
361
00:17:02,083 --> 00:17:04,458
and they still
refuse to give up.
362
00:17:04,458 --> 00:17:06,708
[intense music playing]
363
00:17:09,458 --> 00:17:10,583
[grunts]
364
00:17:10,583 --> 00:17:12,375
No, Cap, don't do it!
365
00:17:12,375 --> 00:17:14,083
I can't defeat
Electro without you.
366
00:17:14,083 --> 00:17:15,500
You can do it, Spider-Man.
367
00:17:15,500 --> 00:17:16,583
You're a hero.
368
00:17:16,583 --> 00:17:18,416
First, last, and always.
369
00:17:18,416 --> 00:17:20,750
Fight on, Spider-Man, fight on.
370
00:17:20,750 --> 00:17:22,875
[screaming]
371
00:17:23,750 --> 00:17:25,208
Cap!
372
00:17:27,625 --> 00:17:29,291
[groans]
373
00:17:30,166 --> 00:17:31,708
Bravo, Spider-Man.
374
00:17:31,708 --> 00:17:34,583
You've managed to web
up my poor brother.
375
00:17:34,583 --> 00:17:36,708
Let's see how you
do against someone
376
00:17:36,708 --> 00:17:38,875
who has absolute power.
377
00:17:40,500 --> 00:17:42,375
Got to get him
into that vortex.
378
00:17:42,375 --> 00:17:43,875
Though I don't stand
much of a chance.
379
00:17:43,875 --> 00:17:46,750
I've got to,
the world is at stake.
380
00:17:46,750 --> 00:17:48,875
[intense music playing]
381
00:17:56,208 --> 00:17:58,875
We did it.
We beat the robots.
382
00:17:58,875 --> 00:18:00,583
I can hardly believe it.
383
00:18:00,583 --> 00:18:03,208
We got to be heroes
one last time.
384
00:18:03,208 --> 00:18:05,708
What a swell feeling this is.
385
00:18:05,708 --> 00:18:08,125
[clapping and cheering]
386
00:18:08,125 --> 00:18:09,583
Come on, we've got
to find out how
387
00:18:09,583 --> 00:18:11,583
Spider-Man and Cap made out.
388
00:18:15,416 --> 00:18:17,583
Your pitiful effort is wasted
389
00:18:17,583 --> 00:18:20,583
on one
who is power personified.
390
00:18:20,583 --> 00:18:22,708
[laughs]
391
00:18:22,708 --> 00:18:24,875
If you're power personified,
392
00:18:24,875 --> 00:18:27,833
why does the vortex
have you shaking
393
00:18:27,833 --> 00:18:29,708
in your yellow booties?
394
00:18:29,708 --> 00:18:31,125
I fear nothing!
395
00:18:31,583 --> 00:18:33,166
Behold.
396
00:18:34,416 --> 00:18:38,166
He did it. He actually bent
the energy beam.
397
00:18:38,166 --> 00:18:40,875
Oh sure, you can
move it a tiny bit.
398
00:18:40,875 --> 00:18:43,208
But what happens
when I do this?
399
00:18:44,583 --> 00:18:47,750
I could destroy that
pitiful device with a foot.
400
00:18:47,750 --> 00:18:49,583
But I shall prove to you
401
00:18:49,583 --> 00:18:52,083
that even the vortex energy
402
00:18:52,083 --> 00:18:54,375
has a master in me.
403
00:18:54,375 --> 00:18:55,625
This had better work.
404
00:18:55,625 --> 00:18:58,125
[Electro] Commencing all power.
405
00:18:58,125 --> 00:19:00,333
All energy is mine!
406
00:19:02,083 --> 00:19:04,875
What's happening to me?
407
00:19:04,875 --> 00:19:07,125
The vortex is a
space time anomaly.
408
00:19:07,125 --> 00:19:09,833
Its energy is
self-perpetuating, like a loop.
409
00:19:09,833 --> 00:19:11,750
When you destroyed
the control panel,
410
00:19:11,750 --> 00:19:13,333
you interrupted the loop.
411
00:19:13,333 --> 00:19:15,583
Now all of the
power of the vortex
412
00:19:15,583 --> 00:19:17,708
is feeding directly into you.
413
00:19:17,708 --> 00:19:20,000
You wanted all
the power, Electro?
414
00:19:20,000 --> 00:19:22,166
Well now you've got it.
415
00:19:22,166 --> 00:19:23,750
[screaming]
416
00:19:23,750 --> 00:19:26,000
This ought to pull the
plug on Electro for good.
417
00:19:26,000 --> 00:19:28,958
The vortex was too
unstable to be controlled.
418
00:19:28,958 --> 00:19:31,125
I did it, I won!
419
00:19:31,125 --> 00:19:33,625
But now comes the hard part.
420
00:19:33,625 --> 00:19:36,875
He was the definition of
a hero to the bitter end.
421
00:19:36,875 --> 00:19:38,500
But now--
422
00:19:38,500 --> 00:19:40,750
Now we're right back where
we started 50 years ago.
423
00:19:40,750 --> 00:19:43,416
How do we deal with
the vortex generator?
424
00:19:43,416 --> 00:19:45,416
Years ago, we did nothing.
425
00:19:45,416 --> 00:19:47,416
This time has to be different.
426
00:19:47,416 --> 00:19:49,750
It's what Captain America
would've wanted.
427
00:19:50,708 --> 00:19:52,583
[crumbling]
428
00:19:52,583 --> 00:19:54,500
F. Scott Fitzgerald once said,
429
00:19:54,500 --> 00:19:57,583
"Show me a hero and
I'll write you a tragedy."
430
00:19:57,583 --> 00:19:59,250
Cap's life was no tragedy.
431
00:19:59,250 --> 00:20:01,625
It was an epic
story of a great man
432
00:20:01,625 --> 00:20:03,833
doing great things
for the world.
433
00:20:03,833 --> 00:20:05,708
As long as there are
heroes in the world,
434
00:20:05,708 --> 00:20:07,458
you'll still be with us.
435
00:20:07,458 --> 00:20:09,166
-Bless you, Cap.
-[camera clicks]
436
00:20:09,166 --> 00:20:10,583
Well, if this photo
doesn't get me back
437
00:20:10,583 --> 00:20:12,166
in Jameson's good graces,
438
00:20:12,166 --> 00:20:14,083
I don't know what will.
439
00:20:14,083 --> 00:20:16,250
I think I'll title it,
"The End Of A Golden Era".
440
00:20:17,416 --> 00:20:19,458
[ominous music playing]
441
00:20:26,625 --> 00:20:27,625
Peter?
442
00:20:27,625 --> 00:20:29,875
Peter, did you win?
443
00:20:29,875 --> 00:20:31,166
Is everybody safe?
444
00:20:31,166 --> 00:20:32,500
Yes, Mary Jane.
445
00:20:32,500 --> 00:20:34,583
Promise me that
you'll never quit.
446
00:20:34,583 --> 00:20:36,250
That you'll always
be here for me
447
00:20:36,250 --> 00:20:37,750
and for the world.
448
00:20:37,750 --> 00:20:39,166
I promise.
449
00:20:39,166 --> 00:20:41,000
And Spider-Man promises too.
450
00:20:41,000 --> 00:20:43,250
That's just what we heroes do.
451
00:20:45,708 --> 00:20:47,875
[theme music playing]
452
00:20:50,583 --> 00:20:54,583
♪ Spider-Man, Spider-Man ♪
453
00:20:54,583 --> 00:20:59,000
♪ Radioactive Spider-man ♪
454
00:20:59,000 --> 00:21:01,708
[guitar solo]
455
00:21:07,000 --> 00:21:08,750
♪ Spider blood, spider blood ♪
456
00:21:08,750 --> 00:21:10,750
♪ Radioactive spider blood ♪
457
00:21:10,750 --> 00:21:12,958
♪ Spider blood, spider blood ♪
458
00:21:12,958 --> 00:21:14,500
♪ Spider-Man ♪
31043
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