Original subtitles

[theme music playing]

[zapping]

[funky guitar music playing]

♪ Spider-Man, Spider-Man ♪

♪ Radioactive Spider-Man ♪

♪ Spider-Man, Spider-Man ♪

♪ Radioactive Spider-Man ♪

♪ Spider-Man, Spider-Man ♪

♪ Radioactive Spider-Man ♪

♪ Spider blood, spider blood ♪

♪ Radioactive spider blood ♪

♪ Spider blood, spider blood ♪

♪ Radioactive spider blood ♪

♪ Spider-Man, Spider-Man ♪

[dramatic music playing]

[Madame Web] Are you afraid?

No.

You will be Spider-Man.

You will be.

Soon you will face your greatest challenge in life.

Look into my eyes.

No.

My limbs are going rigid.

I'm paralyzed.

Madame Web has lured me into a trap!

[dramatic music playing]

This is the one?

This fragile being?

I have grave reservations that he can succeed.

Never-the-less, he is the one.

He alone can make the difference

between existence and destruction.

I wager that he may surprise you.

Put him to the test.

I shall.

Let us begin.

[gasping]

Web, what have you--

Greetings, Spider-Man, Peter Parker.

Who, and what are you?

No doubt I startle you.

Let me assume a more familiar form.

Think of me as one from beyond.

Call me The Beyonder.

My servant, known to you as Madame Web and I

are beings who take many forms.

We have traveled a long way

and have seen many curiosities,

but none as perplexing as a planet we stumbled upon

called Earth.

Our scrutiny has revealed much about humans

that we don't understand.

The most intriguing are your concepts

of good and evil.

I thought they warranted further study and observation.

You are obviously an agent for good.

Therefore, you have been chosen.

Chosen? For what?

For the ultimate test of good against evil.

Yes, I want to know which one is stronger.

You're crazy.

There's no way you can do that.

Ah, but you are wrong.

I intend to devise an experiment.

Behold, a planet somewhere in the galaxy.

This planet has found peace for centuries.

Their technology has eliminated

hunger, pain and unhappiness.

These humanoids have no concept of evil.

This place is what you Earth people

would call paradise.

For my test, I shall introduce evil

to this unsuspecting planet.

No! Why would you interfere with these innocent lives?

I won't let you do it.

[zapping]

Whoa!

You cannot change this.

It is already decided.

Just as we found you,

we have scoured the Earth to find those

who best represent the evil we require.

Here we have one Otto Octavius,

known to you as Dr. Octopus,

who uses science to justify evil deeds.

He is a good first choice.

In this place we shall find another doctor,

a tyrant who equates evil with power.

He is so despised by his people

that they have hired assassins to eliminate him.

[dramatic music playing]

Yes, I have use for this Dr. Doom.

Now here's one who deludes himself

into thinking that his evil can be dismissed

because he has a just cause.

He wants to save his father.

Alistair Smythe.

[Beyonder] Next, I have chosen one for whom evil

is a disease.

His brain poisoned by radio activity.

Clark Connors.

No, leave him out of this.

He's go a wife and a child.

It is his alter ego, the Lizard, that I am after.

[Spider-Man] You gotta stop this.

I desire only one more,

one whose evil is so strong

that it has transcended the boundaries of time,

The Red Skull.

Now I will introduce these examples of villainy

to our paradise planet.

But, they'll destroy it.

You mustn't.

Web, you can't let him do this!

It's not for me to choose in this matter.

[Beyonder] Look.

[zapping]

[dramatic music playing]

[screaming]

[tense music playing]

[Beyonder] There, phase one is complete.

Now for phase two,

I shall accelerate time.

Time will pass equal to one of your human years.

You can do that?

The Beyonder can do many things.

What am I up against here?

Who is this guy?

[Beyonder] Look at what has happened.

The evil ones have used this planet's advanced technology

for their own gain

and used their powers to seize control.

The result is that those beings

who originally inhabited this planet

have been trampled under foot.

You had to wreck an entire civilization

to prove that evil is bad?

For such a powerful being,

you're a few stars shy of a galaxy, pal.

[Madame Web] Then you shall have the pleasure

of making all that is wrong right again.

-What? -The Beyonder has chosen you

as this planet's savior.

Yes, I issue you this challenge.

Restore this planet to its rightful owners

and banish evil from their presence

or perish trying.

[zapping]

[dramatic music playing]

[Beyonder] An intriguing game, wouldn't you say?

But one side has all of the pieces

which hardly seems fair.

Therefore, I have now infused this device with power.

It has just enough energy to transport

a fixed number of people through time and space.

You may use this to bring a small contingent

of the forces of good to this planet,

a group which you must then lead into battle.

This computer contains a database of heroes,

as you call them,

whom I have observed on Earth.

Now, use it and choose your game pieces wisely.

For your only chance to save this planet

and return home

is to lead the fight against evil, and win.

Come back.

Beyonder!

This is insanity.

Great, now I'm some kind of pawn

in a galactic game of chess.

My only way out of this is to bring help,

not only to save this planet

but to fight The Beyonder as well.

I need to assemble a team of people

that I know can be useful to me.

Okay, now...

who's fought that Dr. Doom guy before and won?

Of course.

Computer, can I transport to this planet

the Fantastic Four?

Affirmative.

And, there's another who was a big help to me

against Carnage and Venom.

My friend, Iron Man.

Affirmative.

And there's only one man that can fight the Red Skull:

Captain America.

Affirmative.

There will only be enough energy

for one last teleportation.

There's another team of Superheroes

that I've worked with before.

Computer, bring me one of the X-Men.

Which one?

Good question.

Let's see, there was one so powerful

that she could control the very weather.

She might be a suitable match for the Beyonder's powers.

Computer, bring me the one called Storm.

Affirmative.

All right, bring everyone that I've called for now.

[blasting]

Wh-what happened?

That's my fault, I guess.

Spider-Man?

I'm the one who brought you.

Tell us what's going on

or I'm gonna squash you flat.

Stop, you know Spider-Man, you can trust him.

Hey, don't wrinkle the rocks,

ya rust bucket.

[thudding]

[zapping]

Bad move, pal.

That's my friend you just messed with.

Flame on!

No, Johnny, stop.

Hey, hold on, hot head.

Gotcha!

Reed, let me out!

Everybody, calm down.

We've got to figure out what's going on.

My spider sense.

[banging]

You tried to trap me and keep me in a cage.

But I got free, didn't I?

Now I will destroy you.

He really means it.

It feels like he's trying to break me in two.

Ugh.

[roaring]

Just my luck.

Everybody form a perimeter around that monster

and we'll attack from all sides.

You can try to surround me

but I will tear you apart.

Move in!

Try to restrain him now, while he's down.

But try not to hurt him.

Whoa!

Great, I'm supposed to be the leader of this group

but so far, all I've got on my hands is chaos.

Can't restrain him.

Hold on, big guy.

No, don't hurt him.

It's not his fault.

Hey, will somebody please get me out of here?

I don't know, kid.

This is one way of keeping you out of trouble.

Now you go some explaining to do, bug boy.

And we're all ears.

No problem, I'm not sure I understand it all myself,

but here's what I know:

there's this intergalactic entity named The Beyonder

and he wants to see who would win

in a battle of good against evil.

[dramatic music playing]

[Spider-Man] And that's it.

I'm supposed to lead you against the forces of evil

on this planet.

Millions of lives are at stake.

You have to help me.

I say we forget this place

and figure out how to get home.

The only way The Beyonder will send us home

is if we free the people of this planet.

Exactly what planet are we on?

I don't know.

And where is this Beyonder you speak of?

I don't know that either.

This so-called evil ones

who've taken over, why aren't they here?

It is odd that this place is abandoned.

For what little I can tell,

this is some impressive equipment

and whoever was here

even managed to capture our lizard friend.

If it's true that the villains have take over

everything of value,

why is this place vacant?

Stretch is right.

Something smells.

Whose side is the web-head really on?

Well, I'm not waiting to find out.

Flame on!

I say we make you talk.

Maybe I oughta put you in the hot seat.

Good idea.

And this time, if he tries to web ya,

I'll clobber him.

Ben, Johnny--

If you don't back off, rock brain,

I'll smash you into a pile of pebbles.

Boys, boys, can't we settle this quietly?

Look if you don't simmer down,

I'm gonna lose my cool and--

[banging]

No, we can't let him get away.

He could hurt innocent people.

Come on, we better stop him.

[dramatic music playing]

My spider sense if going bonkers.

Where did he go?

It's him!

Where the heck did he--?

[roaring]

Oh, boy.

Giant worms, they're all over the place.

Unbelievable.

We have to get back to the lab.

[roaring]

[roaring]

[tense music playing]

This thing's got is own armor.

It doesn't even feel my fists.

[zapping]

[thudding]

[roaring]

[exciting music playing]

It's clobbering time!

[banging]

[zapping]

Thank you.

[roaring]

It's no use, there are too many of them.

We gotta fall back towards the lab.

I'm with ya web-head!

[zapping]

[tense music playing]

Spider-Man, get out of here.

No, we have to get the Lizard back.

Believe or not, he's my friend.

You can't be serious.

Don't worry, my invisible force field

will get him back, just protect yourselves.

[tense music playing]

It's no use, those worms are on their way

and they're gonna tear this place apart.

Not if I can help it.

My shield will keep them out.

[pounding]

Sue can't keep that up forever.

What are we gonna do?

You know, Spider-Man was telling the truth.

The scientists of this planet must have made this

their last fortress against the forces of evil.

Those worms would have provided

a natural defensive barrier.

Yeah, not even Doc Doom would want to rule a land

full of these guys.

If that's the case,

then this lab complex had to have its own security system.

I can't be certain,

but I think that this dish

might have created a kind of energy force field,

a protective barrier.

Why did they shut it down?

Maybe this is the answer.

I think it's an energy gauge.

This whole complex simply ran out of power.

My guess is that the Lizard smashed their power source.

How awful.

You mean the shield dissipated and they--

I can't keep this up much longer.

We've gotta find some way to harness

enough power to turn on the force field.

We can't just get power out of thin air.

Yes, we can.

Storm! I remember that you can harness the elements,

like electricity.

Yes, Spider-Man.

Good! We have to locate the Sheila generator

and feed a line into it.

Are you ready?

Go for it!

Power of lightning, come to my aid.

It's working, we're almost there.

They must hurry.

Now!

[gasping]

You did it, darling.

You saved us.

[roaring]

[dramatic music playing]

He took a bad hit.

Is he gonna be okay?

I think I can revive him.

There seems to be two different components to his brain.

One part, the savage lizard part is now unconscious,

but the other has been lying dormant

in some kind of stasis.

That's got to be where my friend's consciousness resides.

Then I'm going to try to reawaken that dormant part.

[buzzing]

[tense music playing]

Where am I? Spider-Man, what's going on?

It's okay, doc.

You're here amongst friends.

This story you're telling me is unbelievable.

And yet, here I am

with my rational mind trapped in this lizard body.

Well, I'm with you.

I'll help you in whatever way I can.

Thanks, doc.

Listen, all of you.

We've always acted heroically

because it was the right thing to do.

Now, we can show this alien monstrosity,

The Beyonder, what Earth people are really made of,

that is if you'll all agree to work with me.

I, for one, accept your leadership, Spider-Man.

I too am with you.

As always, it's a pleasure to fight by your side.

Thank you.

And you?

I agree with you all.

Ben?

The Fantastic Four ain't gonna fink out

when there's a battle to be fought.

Besides, I owe you one for saving my hide out there.

And Ben Grimm always pays his debts.

We're in.

[Madame Web] So you see, he is a leader.

Already he has rallied them behind him.

Yes, a most promising start.

But there is still much to be done

if Spider-Man is to survive destruction.

Soon Spider-Man must face his greatest horror

in the universe.

[Connors] A penny for your thoughts.

Huh?

Oh, Doc Connors, it's you.

I was just thinking and planning.

I sense that you're worried.

I've never led a scout troop before,

let alone a group of Superheros.

I'm worried all right.

Don't despair, my friend.

I think you have what it takes to get through this.

Thanks.

What's that in your hand?

It's some kind of recording device I found.

This is going to be the biggest battle of all time.

And I'm going to use this to keep a diary of it.

I'll record whatever happens

so that the greatest war ever fought isn't a secret war.

[theme music playing]

♪ Spider-Man, Spider-Man ♪

♪ Radioactive Spider-Man ♪

♪ Spider blood, spider blood ♪

♪ Radioactive spider blood ♪

♪ Spider blood, spider blood ♪

♪ Spider-Man ♪