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[theme music playing]
2
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[zapping]
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[funky guitar music playing]
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♪ Spider-Man, Spider-Man ♪
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♪ Radioactive Spider-Man ♪
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♪ Spider-Man, Spider-Man ♪
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♪ Radioactive Spider-Man ♪
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♪ Spider-Man, Spider-Man ♪
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♪ Radioactive Spider-Man ♪
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♪ Spider blood, spider blood ♪
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♪ Radioactive spider blood ♪
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♪ Spider blood, spider blood ♪
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♪ Radioactive spider blood ♪
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♪ Spider-Man, Spider-Man ♪
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[dramatic music playing]
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[Madame Web] Are you afraid?
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No.
18
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You will be Spider-Man.
19
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You will be.
20
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Soon you will face your
greatest challenge in life.
21
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Look into my eyes.
22
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No.
23
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My limbs are going rigid.
24
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I'm paralyzed.
25
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Madame Web has lured
me into a trap!
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[dramatic music playing]
27
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This is the one?
28
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This fragile being?
29
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I have grave reservations
that he can succeed.
30
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Never-the-less, he is the one.
31
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He alone can
make the difference
32
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between existence
and destruction.
33
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I wager that
he may surprise you.
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Put him to the test.
35
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I shall.
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Let us begin.
37
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[gasping]
38
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Web, what have you--
39
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Greetings, Spider-Man,
Peter Parker.
40
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Who, and what are you?
41
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No doubt I startle you.
42
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Let me assume
a more familiar form.
43
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Think of me as one from beyond.
44
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Call me The Beyonder.
45
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My servant, known to
you as Madame Web and I
46
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are beings who take many forms.
47
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We have traveled a long way
48
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and have seen many curiosities,
49
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but none as perplexing as
a planet we stumbled upon
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called Earth.
51
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Our scrutiny has revealed
much about humans
52
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that we don't understand.
53
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The most intriguing
are your concepts
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of good and evil.
55
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I thought they warranted
further study and observation.
56
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You are obviously
an agent for good.
57
00:02:59,750 --> 00:03:02,250
Therefore,
you have been chosen.
58
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Chosen? For what?
59
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For the ultimate test
of good against evil.
60
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Yes, I want to know
which one is stronger.
61
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You're crazy.
62
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There's no way you can do that.
63
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Ah, but you are wrong.
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I intend to devise
an experiment.
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Behold, a planet
somewhere in the galaxy.
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This planet has found
peace for centuries.
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Their technology has eliminated
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hunger, pain and unhappiness.
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These humanoids have
no concept of evil.
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This place is what
you Earth people
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would call paradise.
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For my test,
I shall introduce evil
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to this unsuspecting planet.
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No! Why would you interfere
with these innocent lives?
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I won't let you do it.
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[zapping]
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Whoa!
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You cannot change this.
79
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It is already decided.
80
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Just as we found you,
81
00:03:57,750 --> 00:03:59,958
we have scoured the
Earth to find those
82
00:03:59,958 --> 00:04:03,833
who best represent
the evil we require.
83
00:04:03,833 --> 00:04:06,875
Here we have one Otto Octavius,
84
00:04:06,875 --> 00:04:09,416
known to you as Dr. Octopus,
85
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who uses science
to justify evil deeds.
86
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He is a good first choice.
87
00:04:15,583 --> 00:04:18,333
In this place we shall
find another doctor,
88
00:04:18,333 --> 00:04:21,583
a tyrant who equates
evil with power.
89
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He is so despised by his people
90
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that they have hired
assassins to eliminate him.
91
00:04:27,833 --> 00:04:29,333
[dramatic music playing]
92
00:04:32,291 --> 00:04:35,458
Yes, I have use
for this Dr. Doom.
93
00:04:37,416 --> 00:04:39,958
Now here's one who
deludes himself
94
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into thinking that
his evil can be dismissed
95
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because he has a just cause.
96
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He wants to save his father.
97
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Alistair Smythe.
98
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[Beyonder] Next, I have
chosen one for whom evil
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is a disease.
100
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His brain poisoned
by radio activity.
101
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Clark Connors.
102
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No, leave him out of this.
103
00:05:01,458 --> 00:05:03,125
He's go a wife and a child.
104
00:05:03,125 --> 00:05:07,125
It is his alter ego,
the Lizard, that I am after.
105
00:05:07,125 --> 00:05:08,958
[Spider-Man]
You gotta stop this.
106
00:05:08,958 --> 00:05:11,416
I desire only one more,
107
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one whose evil is so strong
108
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that it has transcended
the boundaries of time,
109
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The Red Skull.
110
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Now I will introduce
these examples of villainy
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to our paradise planet.
112
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But, they'll destroy it.
113
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You mustn't.
114
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Web, you can't let him do this!
115
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It's not for me to
choose in this matter.
116
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[Beyonder] Look.
117
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[zapping]
118
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[dramatic music playing]
119
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[screaming]
120
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[tense music playing]
121
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[Beyonder] There,
phase one is complete.
122
00:06:02,625 --> 00:06:04,958
Now for phase two,
123
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I shall accelerate time.
124
00:06:07,250 --> 00:06:11,208
Time will pass equal to
one of your human years.
125
00:06:11,208 --> 00:06:12,625
You can do that?
126
00:06:12,625 --> 00:06:15,583
The Beyonder
can do many things.
127
00:06:17,458 --> 00:06:19,291
What am I up against here?
128
00:06:19,291 --> 00:06:20,958
Who is this guy?
129
00:06:20,958 --> 00:06:22,833
[Beyonder]
Look at what has happened.
130
00:06:22,833 --> 00:06:26,958
The evil ones have used this
planet's advanced technology
131
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for their own gain
132
00:06:28,833 --> 00:06:32,458
and used their powers
to seize control.
133
00:06:32,458 --> 00:06:35,125
The result is that those beings
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00:06:35,125 --> 00:06:37,458
who originally
inhabited this planet
135
00:06:37,458 --> 00:06:39,166
have been trampled under foot.
136
00:06:39,166 --> 00:06:41,750
You had to wreck
an entire civilization
137
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to prove that evil is bad?
138
00:06:44,166 --> 00:06:45,833
For such a powerful being,
139
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you're a few stars
shy of a galaxy, pal.
140
00:06:48,875 --> 00:06:50,583
[Madame Web]
Then you shall have
the pleasure
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00:06:50,583 --> 00:06:53,958
of making all that
is wrong right again.
142
00:06:53,958 --> 00:06:56,375
-What?
-The Beyonder has chosen you
143
00:06:56,375 --> 00:06:59,208
as this planet's savior.
144
00:06:59,208 --> 00:07:02,708
Yes, I issue you
this challenge.
145
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Restore this planet
to its rightful owners
146
00:07:05,458 --> 00:07:08,708
and banish evil
from their presence
147
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or perish trying.
148
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[zapping]
149
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[dramatic music playing]
150
00:07:20,000 --> 00:07:22,750
[Beyonder] An intriguing game,
wouldn't you say?
151
00:07:22,750 --> 00:07:25,708
But one side has
all of the pieces
152
00:07:25,708 --> 00:07:28,000
which hardly seems fair.
153
00:07:28,000 --> 00:07:32,875
Therefore, I have now infused
this device with power.
154
00:07:32,875 --> 00:07:35,833
It has just enough
energy to transport
155
00:07:35,833 --> 00:07:40,500
a fixed number of people
through time and space.
156
00:07:40,500 --> 00:07:44,250
You may use this to bring
a small contingent
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00:07:44,250 --> 00:07:47,000
of the forces of
good to this planet,
158
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a group which you must
then lead into battle.
159
00:07:50,708 --> 00:07:54,958
This computer contains
a database of heroes,
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as you call them,
161
00:07:56,208 --> 00:07:58,416
whom I have observed on Earth.
162
00:07:58,416 --> 00:08:02,166
Now, use it and choose
your game pieces wisely.
163
00:08:02,166 --> 00:08:05,166
For your only chance
to save this planet
164
00:08:05,166 --> 00:08:06,833
and return home
165
00:08:06,833 --> 00:08:11,166
is to lead the fight
against evil, and win.
166
00:08:12,208 --> 00:08:13,208
Come back.
167
00:08:13,208 --> 00:08:14,875
Beyonder!
168
00:08:14,875 --> 00:08:16,333
This is insanity.
169
00:08:16,333 --> 00:08:18,375
Great, now I'm
some kind of pawn
170
00:08:18,375 --> 00:08:21,000
in a galactic game of chess.
171
00:08:21,000 --> 00:08:22,708
My only way out of
this is to bring help,
172
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not only to save this planet
173
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but to fight
The Beyonder as well.
174
00:08:27,166 --> 00:08:29,125
I need to assemble
a team of people
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that I know can be
useful to me.
176
00:08:31,208 --> 00:08:33,375
Okay, now...
177
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who's fought that Dr. Doom
guy before and won?
178
00:08:37,083 --> 00:08:38,500
Of course.
179
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Computer, can I transport
to this planet
180
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the Fantastic Four?
181
00:08:44,416 --> 00:08:46,083
Affirmative.
182
00:08:46,083 --> 00:08:48,291
And, there's another
who was a big help to me
183
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against Carnage and Venom.
184
00:08:50,250 --> 00:08:52,458
My friend, Iron Man.
185
00:08:52,458 --> 00:08:54,458
Affirmative.
186
00:08:54,458 --> 00:08:57,000
And there's only one man
that can fight the Red Skull:
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Captain America.
188
00:08:58,166 --> 00:08:59,583
Affirmative.
189
00:08:59,583 --> 00:09:02,375
There will only
be enough energy
190
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for one last teleportation.
191
00:09:05,000 --> 00:09:07,166
There's another
team of Superheroes
192
00:09:07,166 --> 00:09:08,708
that I've worked with before.
193
00:09:08,708 --> 00:09:11,250
Computer, bring me one of
the X-Men.
194
00:09:11,875 --> 00:09:13,333
Which one?
195
00:09:13,333 --> 00:09:14,708
Good question.
196
00:09:14,708 --> 00:09:18,000
Let's see,
there was one so powerful
197
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that she could control
the very weather.
198
00:09:20,500 --> 00:09:24,125
She might be a suitable match
for the Beyonder's powers.
199
00:09:24,125 --> 00:09:28,000
Computer, bring me
the one called Storm.
200
00:09:28,875 --> 00:09:30,750
Affirmative.
201
00:09:30,750 --> 00:09:34,958
All right, bring everyone
that I've called for now.
202
00:09:36,083 --> 00:09:37,708
[blasting]
203
00:09:41,833 --> 00:09:43,000
Wh-what happened?
204
00:09:43,000 --> 00:09:44,500
That's my fault, I guess.
205
00:09:44,500 --> 00:09:45,625
Spider-Man?
206
00:09:45,625 --> 00:09:46,750
I'm the one who brought you.
207
00:09:46,750 --> 00:09:48,625
Tell us what's going on
208
00:09:48,625 --> 00:09:50,958
or I'm gonna squash you flat.
209
00:09:50,958 --> 00:09:53,500
Stop, you know Spider-Man,
you can trust him.
210
00:09:53,500 --> 00:09:55,208
Hey, don't wrinkle the rocks,
211
00:09:55,208 --> 00:09:56,875
ya rust bucket.
212
00:09:56,875 --> 00:09:58,333
[thudding]
213
00:09:58,333 --> 00:09:59,458
[zapping]
214
00:09:59,458 --> 00:10:01,000
Bad move, pal.
215
00:10:01,000 --> 00:10:02,250
That's my friend
you just messed with.
216
00:10:02,250 --> 00:10:03,583
Flame on!
217
00:10:05,125 --> 00:10:06,958
No, Johnny, stop.
218
00:10:10,416 --> 00:10:12,166
Hey, hold on, hot head.
219
00:10:13,083 --> 00:10:14,875
Gotcha!
220
00:10:14,875 --> 00:10:16,583
Reed, let me out!
221
00:10:16,583 --> 00:10:18,125
Everybody, calm down.
222
00:10:18,125 --> 00:10:21,083
We've got to figure
out what's going on.
223
00:10:21,083 --> 00:10:22,458
My spider sense.
224
00:10:23,625 --> 00:10:25,333
[banging]
225
00:10:25,333 --> 00:10:29,000
You tried to trap me
and keep me in a cage.
226
00:10:29,000 --> 00:10:30,500
But I got free, didn't I?
227
00:10:30,500 --> 00:10:33,458
Now I will destroy you.
228
00:10:33,458 --> 00:10:35,875
He really means it.
229
00:10:35,875 --> 00:10:38,458
It feels like he's trying
to break me in two.
230
00:10:39,250 --> 00:10:40,458
Ugh.
231
00:10:42,291 --> 00:10:43,625
[roaring]
232
00:10:43,625 --> 00:10:45,375
Just my luck.
233
00:10:45,375 --> 00:10:46,583
Everybody form a perimeter
around that monster
234
00:10:46,583 --> 00:10:48,125
and we'll attack
from all sides.
235
00:10:48,125 --> 00:10:49,750
You can try to surround me
236
00:10:49,750 --> 00:10:52,458
but I will tear you apart.
237
00:10:52,458 --> 00:10:53,416
Move in!
238
00:10:56,875 --> 00:10:59,000
Try to restrain him now,
while he's down.
239
00:10:59,000 --> 00:11:00,625
But try not to hurt him.
240
00:11:03,500 --> 00:11:06,083
Whoa!
241
00:11:06,083 --> 00:11:08,208
Great, I'm supposed to be
the leader of this group
242
00:11:08,208 --> 00:11:11,708
but so far, all I've got
on my hands is chaos.
243
00:11:11,708 --> 00:11:13,875
Can't restrain him.
244
00:11:13,875 --> 00:11:14,833
Hold on, big guy.
245
00:11:17,875 --> 00:11:19,166
No, don't hurt him.
246
00:11:22,875 --> 00:11:24,500
It's not his fault.
247
00:11:24,500 --> 00:11:27,583
Hey, will somebody please
get me out of here?
248
00:11:27,583 --> 00:11:29,416
I don't know, kid.
249
00:11:29,416 --> 00:11:31,875
This is one way of keeping
you out of trouble.
250
00:11:31,875 --> 00:11:36,333
Now you go some
explaining to do, bug boy.
251
00:11:36,333 --> 00:11:38,000
And we're all ears.
252
00:11:38,000 --> 00:11:41,416
No problem, I'm not sure
I understand it all myself,
253
00:11:41,416 --> 00:11:43,208
but here's what I know:
254
00:11:43,208 --> 00:11:45,625
there's this intergalactic
entity named The Beyonder
255
00:11:45,625 --> 00:11:47,750
and he wants to
see who would win
256
00:11:47,750 --> 00:11:50,708
in a battle of
good against evil.
257
00:11:50,708 --> 00:11:52,875
[dramatic music playing]
258
00:11:54,250 --> 00:11:56,000
[Spider-Man] And that's it.
259
00:11:56,000 --> 00:11:58,291
I'm supposed to lead you
against the forces of evil
260
00:11:58,291 --> 00:11:59,458
on this planet.
261
00:11:59,458 --> 00:12:01,000
Millions of lives are at stake.
262
00:12:01,000 --> 00:12:02,458
You have to help me.
263
00:12:02,458 --> 00:12:04,208
I say we forget this place
264
00:12:04,208 --> 00:12:06,166
and figure out how to get home.
265
00:12:06,166 --> 00:12:08,458
The only way The Beyonder
will send us home
266
00:12:08,458 --> 00:12:10,833
is if we free
the people of this planet.
267
00:12:10,833 --> 00:12:13,333
Exactly what planet are we on?
268
00:12:13,333 --> 00:12:14,708
I don't know.
269
00:12:14,708 --> 00:12:17,000
And where is this
Beyonder you speak of?
270
00:12:17,000 --> 00:12:18,166
I don't know that either.
271
00:12:18,166 --> 00:12:19,708
This so-called evil ones
272
00:12:19,708 --> 00:12:22,250
who've taken over,
why aren't they here?
273
00:12:22,250 --> 00:12:24,166
It is odd that this
place is abandoned.
274
00:12:24,166 --> 00:12:25,500
For what little I can tell,
275
00:12:25,500 --> 00:12:27,583
this is some
impressive equipment
276
00:12:27,583 --> 00:12:29,125
and whoever was here
277
00:12:29,125 --> 00:12:30,708
even managed to capture
our lizard friend.
278
00:12:30,708 --> 00:12:33,291
If it's true that
the villains have take over
279
00:12:33,291 --> 00:12:34,708
everything of value,
280
00:12:34,708 --> 00:12:36,583
why is this place vacant?
281
00:12:36,583 --> 00:12:37,500
Stretch is right.
282
00:12:37,500 --> 00:12:39,125
Something smells.
283
00:12:39,125 --> 00:12:42,000
Whose side is the
web-head really on?
284
00:12:42,000 --> 00:12:44,000
Well, I'm not
waiting to find out.
285
00:12:44,000 --> 00:12:45,458
Flame on!
286
00:12:45,458 --> 00:12:47,000
I say we make you talk.
287
00:12:47,000 --> 00:12:48,583
Maybe I oughta put
you in the hot seat.
288
00:12:49,375 --> 00:12:50,750
Good idea.
289
00:12:50,750 --> 00:12:52,875
And this time,
if he tries to web ya,
290
00:12:52,875 --> 00:12:55,083
I'll clobber him.
291
00:12:55,083 --> 00:12:56,500
Ben, Johnny--
292
00:12:56,500 --> 00:12:58,000
If you don't back off,
rock brain,
293
00:12:58,000 --> 00:12:59,583
I'll smash you into
a pile of pebbles.
294
00:12:59,583 --> 00:13:03,458
Boys, boys, can't we
settle this quietly?
295
00:13:03,458 --> 00:13:05,500
Look if you don't simmer down,
296
00:13:05,500 --> 00:13:07,083
I'm gonna lose my cool and--
297
00:13:07,083 --> 00:13:09,500
[banging]
298
00:13:12,375 --> 00:13:14,000
No, we can't let him get away.
299
00:13:14,000 --> 00:13:15,833
He could hurt innocent people.
300
00:13:15,833 --> 00:13:18,083
Come on, we better stop him.
301
00:13:19,208 --> 00:13:21,333
[dramatic music playing]
302
00:13:24,708 --> 00:13:26,583
My spider sense
if going bonkers.
303
00:13:28,708 --> 00:13:30,000
Where did he go?
304
00:13:32,958 --> 00:13:34,000
It's him!
305
00:13:34,000 --> 00:13:36,083
Where the heck did he--?
306
00:13:38,708 --> 00:13:39,708
[roaring]
307
00:13:39,708 --> 00:13:41,166
Oh, boy.
308
00:13:43,833 --> 00:13:46,375
Giant worms,
they're all over the place.
309
00:13:49,625 --> 00:13:50,958
Unbelievable.
310
00:13:50,958 --> 00:13:52,083
We have to get back to the lab.
311
00:13:53,208 --> 00:13:55,333
[roaring]
312
00:14:03,625 --> 00:14:05,208
[roaring]
313
00:14:09,000 --> 00:14:10,375
[tense music playing]
314
00:14:11,333 --> 00:14:12,625
This thing's got is own armor.
315
00:14:12,625 --> 00:14:14,333
It doesn't even feel my fists.
316
00:14:15,500 --> 00:14:16,500
[zapping]
317
00:14:16,500 --> 00:14:17,708
[thudding]
318
00:14:20,125 --> 00:14:22,083
[roaring]
319
00:14:23,166 --> 00:14:24,958
[exciting music playing]
320
00:14:26,750 --> 00:14:29,083
It's clobbering time!
321
00:14:29,750 --> 00:14:31,416
[banging]
322
00:14:32,583 --> 00:14:34,416
[zapping]
323
00:14:38,333 --> 00:14:40,250
Thank you.
324
00:14:40,250 --> 00:14:42,833
[roaring]
325
00:14:42,833 --> 00:14:45,000
It's no use,
there are too many of them.
326
00:14:49,208 --> 00:14:50,708
We gotta fall back
towards the lab.
327
00:14:50,708 --> 00:14:52,750
I'm with ya web-head!
328
00:14:53,583 --> 00:14:55,583
[zapping]
329
00:14:57,333 --> 00:14:59,458
[tense music playing]
330
00:15:12,375 --> 00:15:13,875
Spider-Man, get out of here.
331
00:15:13,875 --> 00:15:16,416
No, we have to get
the Lizard back.
332
00:15:16,416 --> 00:15:19,000
Believe or not, he's my friend.
333
00:15:19,000 --> 00:15:21,458
You can't be serious.
334
00:15:21,458 --> 00:15:23,750
Don't worry,
my invisible force field
335
00:15:23,750 --> 00:15:26,000
will get him back,
just protect yourselves.
336
00:15:27,750 --> 00:15:29,458
[tense music playing]
337
00:15:35,708 --> 00:15:38,500
It's no use,
those worms are on their way
338
00:15:38,500 --> 00:15:40,125
and they're gonna
tear this place apart.
339
00:15:40,125 --> 00:15:41,750
Not if I can help it.
340
00:15:41,750 --> 00:15:43,291
My shield will keep them out.
341
00:15:44,708 --> 00:15:47,208
[pounding]
342
00:15:47,208 --> 00:15:48,833
Sue can't keep that up forever.
343
00:15:48,833 --> 00:15:50,500
What are we gonna do?
344
00:15:50,500 --> 00:15:53,000
You know, Spider-Man
was telling the truth.
345
00:15:53,000 --> 00:15:55,583
The scientists of this
planet must have made this
346
00:15:55,583 --> 00:15:59,083
their last fortress
against the forces of evil.
347
00:15:59,083 --> 00:16:00,500
Those worms would have provided
348
00:16:00,500 --> 00:16:02,291
a natural defensive barrier.
349
00:16:02,291 --> 00:16:05,250
Yeah, not even Doc Doom
would want to rule a land
350
00:16:05,250 --> 00:16:07,208
full of these guys.
351
00:16:07,208 --> 00:16:09,166
If that's the case,
352
00:16:09,166 --> 00:16:12,291
then this lab complex had to
have its own security system.
353
00:16:12,291 --> 00:16:13,416
I can't be certain,
354
00:16:13,416 --> 00:16:15,250
but I think that this dish
355
00:16:15,250 --> 00:16:17,375
might have created a kind
of energy force field,
356
00:16:17,375 --> 00:16:18,708
a protective barrier.
357
00:16:18,708 --> 00:16:20,291
Why did they shut it down?
358
00:16:20,291 --> 00:16:21,875
Maybe this is the answer.
359
00:16:21,875 --> 00:16:24,458
I think it's an energy gauge.
360
00:16:24,458 --> 00:16:26,875
This whole complex
simply ran out of power.
361
00:16:26,875 --> 00:16:30,000
My guess is that the Lizard
smashed their power source.
362
00:16:30,000 --> 00:16:31,583
How awful.
363
00:16:31,583 --> 00:16:33,833
You mean the shield
dissipated and they--
364
00:16:33,833 --> 00:16:38,208
I can't keep this
up much longer.
365
00:16:38,208 --> 00:16:40,125
We've gotta find
some way to harness
366
00:16:40,125 --> 00:16:42,375
enough power to turn
on the force field.
367
00:16:42,375 --> 00:16:44,958
We can't just get
power out of thin air.
368
00:16:44,958 --> 00:16:46,583
Yes, we can.
369
00:16:46,583 --> 00:16:49,833
Storm! I remember that you
can harness the elements,
370
00:16:49,833 --> 00:16:51,458
like electricity.
371
00:16:51,458 --> 00:16:53,125
Yes, Spider-Man.
372
00:16:53,125 --> 00:16:54,250
Good! We have to locate
the Sheila generator
373
00:16:54,250 --> 00:16:55,458
and feed a line into it.
374
00:16:58,458 --> 00:16:59,458
Are you ready?
375
00:16:59,458 --> 00:17:00,875
Go for it!
376
00:17:00,875 --> 00:17:04,416
Power of lightning,
come to my aid.
377
00:17:07,458 --> 00:17:09,583
It's working,
we're almost there.
378
00:17:10,000 --> 00:17:11,833
They must hurry.
379
00:17:14,375 --> 00:17:15,583
Now!
380
00:17:19,125 --> 00:17:20,458
[gasping]
381
00:17:20,458 --> 00:17:21,708
You did it, darling.
382
00:17:21,708 --> 00:17:23,125
You saved us.
383
00:17:24,458 --> 00:17:26,583
[roaring]
384
00:17:28,208 --> 00:17:30,750
[dramatic music playing]
385
00:17:30,750 --> 00:17:32,375
He took a bad hit.
386
00:17:32,375 --> 00:17:33,625
Is he gonna be okay?
387
00:17:33,625 --> 00:17:35,458
I think I can revive him.
388
00:17:35,458 --> 00:17:38,875
There seems to be two different
components to his brain.
389
00:17:38,875 --> 00:17:43,000
One part, the savage lizard
part is now unconscious,
390
00:17:43,000 --> 00:17:44,875
but the other
has been lying dormant
391
00:17:44,875 --> 00:17:47,250
in some kind of stasis.
392
00:17:47,250 --> 00:17:50,458
That's got to be where my
friend's consciousness resides.
393
00:17:50,458 --> 00:17:54,375
Then I'm going to try to
reawaken that dormant part.
394
00:17:54,375 --> 00:17:56,708
[buzzing]
395
00:17:58,000 --> 00:18:00,125
[tense music playing]
396
00:18:08,250 --> 00:18:12,083
Where am I?
Spider-Man, what's going on?
397
00:18:12,083 --> 00:18:13,416
It's okay, doc.
398
00:18:13,416 --> 00:18:15,208
You're here amongst friends.
399
00:18:15,208 --> 00:18:18,750
This story you're telling
me is unbelievable.
400
00:18:18,750 --> 00:18:20,458
And yet, here I am
401
00:18:20,458 --> 00:18:23,708
with my rational mind
trapped in this lizard body.
402
00:18:24,958 --> 00:18:26,375
Well, I'm with you.
403
00:18:26,375 --> 00:18:28,208
I'll help you in
whatever way I can.
404
00:18:28,208 --> 00:18:30,000
Thanks, doc.
405
00:18:30,000 --> 00:18:31,708
Listen, all of you.
406
00:18:31,708 --> 00:18:33,333
We've always acted heroically
407
00:18:33,333 --> 00:18:34,875
because it was
the right thing to do.
408
00:18:34,875 --> 00:18:38,083
Now, we can show this
alien monstrosity,
409
00:18:38,083 --> 00:18:41,125
The Beyonder, what Earth
people are really made of,
410
00:18:41,125 --> 00:18:44,125
that is if you'll all
agree to work with me.
411
00:18:44,125 --> 00:18:46,833
I, for one, accept your
leadership, Spider-Man.
412
00:18:46,833 --> 00:18:48,458
I too am with you.
413
00:18:48,458 --> 00:18:50,875
As always, it's a pleasure
to fight by your side.
414
00:18:50,875 --> 00:18:52,458
Thank you.
415
00:18:52,458 --> 00:18:53,625
And you?
416
00:18:53,625 --> 00:18:55,000
I agree with you all.
417
00:18:56,083 --> 00:18:57,583
Ben?
418
00:18:57,583 --> 00:18:59,625
The Fantastic Four
ain't gonna fink out
419
00:18:59,625 --> 00:19:01,458
when there's a
battle to be fought.
420
00:19:01,458 --> 00:19:04,958
Besides, I owe you one for
saving my hide out there.
421
00:19:04,958 --> 00:19:08,166
And Ben Grimm always
pays his debts.
422
00:19:08,875 --> 00:19:10,416
We're in.
423
00:19:10,416 --> 00:19:13,125
[Madame Web]
So you see, he is a leader.
424
00:19:13,125 --> 00:19:15,875
Already he has rallied
them behind him.
425
00:19:15,875 --> 00:19:18,875
Yes, a most promising start.
426
00:19:18,875 --> 00:19:20,958
But there is still
much to be done
427
00:19:20,958 --> 00:19:24,458
if Spider-Man is to
survive destruction.
428
00:19:26,000 --> 00:19:30,083
Soon Spider-Man must
face his greatest horror
429
00:19:30,083 --> 00:19:31,833
in the universe.
430
00:19:35,250 --> 00:19:36,958
[Connors] A penny
for your thoughts.
431
00:19:36,958 --> 00:19:38,000
Huh?
432
00:19:38,000 --> 00:19:40,000
Oh, Doc Connors, it's you.
433
00:19:40,000 --> 00:19:42,291
I was just thinking
and planning.
434
00:19:42,291 --> 00:19:44,000
I sense that you're worried.
435
00:19:44,000 --> 00:19:46,500
I've never led
a scout troop before,
436
00:19:46,500 --> 00:19:48,875
let alone a group
of Superheros.
437
00:19:49,708 --> 00:19:51,125
I'm worried all right.
438
00:19:51,125 --> 00:19:53,000
Don't despair, my friend.
439
00:19:53,000 --> 00:19:55,750
I think you have what it
takes to get through this.
440
00:19:55,750 --> 00:19:56,750
Thanks.
441
00:19:56,750 --> 00:19:58,208
What's that in your hand?
442
00:19:58,208 --> 00:20:00,416
It's some kind of
recording device I found.
443
00:20:00,416 --> 00:20:03,708
This is going to be the
biggest battle of all time.
444
00:20:03,708 --> 00:20:06,833
And I'm going to use this
to keep a diary of it.
445
00:20:06,833 --> 00:20:08,750
I'll record whatever happens
446
00:20:08,750 --> 00:20:13,083
so that the greatest war ever
fought isn't a secret war.
447
00:20:16,416 --> 00:20:17,708
[theme music playing]
448
00:20:21,291 --> 00:20:24,833
♪ Spider-Man, Spider-Man ♪
449
00:20:24,833 --> 00:20:29,125
♪ Radioactive Spider-Man ♪
450
00:20:37,166 --> 00:20:39,208
♪ Spider blood, spider blood ♪
451
00:20:39,208 --> 00:20:41,000
♪ Radioactive spider blood ♪
452
00:20:41,000 --> 00:20:43,250
♪ Spider blood, spider blood ♪
453
00:20:43,250 --> 00:20:45,208
♪ Spider-Man ♪
31047
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