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[Peter]
Previously onSpider-Man.
2
00:00:02,708 --> 00:00:03,583
[Beyonder] This is the one.
3
00:00:03,583 --> 00:00:04,500
Put him to the test.
4
00:00:04,500 --> 00:00:05,875
[Peter] Who are you?
5
00:00:05,875 --> 00:00:07,458
The Beyonder.
6
00:00:07,458 --> 00:00:08,875
You have been chosen.
7
00:00:08,875 --> 00:00:11,416
For the test of
good against evil.
8
00:00:11,416 --> 00:00:13,000
[Beyonder] We have
Doctor Octopus.
9
00:00:13,000 --> 00:00:14,416
Doctor Doom.
10
00:00:14,416 --> 00:00:15,875
[Peter] Alistair Smythe!
11
00:00:15,875 --> 00:00:16,875
The Lizard.
12
00:00:16,875 --> 00:00:18,416
The Red Skull.
13
00:00:18,416 --> 00:00:21,291
Banish evil from this
planet, or perish.
14
00:00:21,291 --> 00:00:23,166
[Peter] I need help
to save this planet.
15
00:00:23,166 --> 00:00:26,583
Computer, bring me Storm,
The Fantastic Four,
16
00:00:26,583 --> 00:00:28,958
Iron Man, Captain America, now.
17
00:00:29,958 --> 00:00:31,000
I'm the one who brought you.
18
00:00:31,000 --> 00:00:32,875
Millions of lives are at stake.
19
00:00:33,958 --> 00:00:35,416
[Storm] We'd better stop him!
20
00:00:35,416 --> 00:00:36,875
Giant worms!
21
00:00:36,875 --> 00:00:38,208
[Peter] We have to
get the Lizard back!
22
00:00:38,208 --> 00:00:39,583
We've gotta turn
on the force field.
23
00:00:39,583 --> 00:00:41,083
Power of lightning!
24
00:00:41,083 --> 00:00:44,333
My rational mind trapped
in this Lizard body.
25
00:00:44,333 --> 00:00:45,583
I'm with you.
26
00:00:45,583 --> 00:00:47,000
[Peter] Now, we
show the Beyonder
27
00:00:47,000 --> 00:00:48,958
what Earth people
are really made of.
28
00:00:48,958 --> 00:00:50,291
If you'll agree to work with me.
29
00:00:50,291 --> 00:00:52,583
-We're in.
-He is a leader.
30
00:00:52,583 --> 00:00:55,750
Yes, but soon
Spider-Man must face
31
00:00:55,750 --> 00:00:58,958
his greatest horror
in the universe.
32
00:01:00,000 --> 00:01:02,875
[theme music playing]
33
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♪ Spider-Man, Spider-Man ♪
34
00:01:13,291 --> 00:01:17,416
♪ Radioactive Spider-Man ♪
35
00:01:17,416 --> 00:01:21,333
♪ Spider-Man, Spider-Man ♪
36
00:01:21,333 --> 00:01:25,458
♪ Radioactive Spider-Man ♪
37
00:01:25,458 --> 00:01:29,500
♪ Spider-Man, Spider-Man ♪
38
00:01:29,500 --> 00:01:33,208
♪ Radioactive Spider-Man ♪
39
00:01:39,708 --> 00:01:41,750
♪ Spider blood, spider blood ♪
40
00:01:41,750 --> 00:01:43,750
♪ Radioactive spider blood ♪
41
00:01:43,750 --> 00:01:45,708
♪ Spider blood, spider blood ♪
42
00:01:45,708 --> 00:01:48,000
♪ Radioactive spider blood ♪
43
00:01:55,708 --> 00:01:58,000
♪ Spider-Man, Spider-Man ♪
44
00:02:00,000 --> 00:02:02,125
[tense music playing]
45
00:02:12,416 --> 00:02:14,416
[engine revs]
46
00:02:18,291 --> 00:02:20,416
[driving rock music playing]
47
00:02:28,625 --> 00:02:29,875
[Morbius growls]
48
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[woman screams]
49
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[armor clatters]
50
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Vampire!
51
00:02:50,625 --> 00:02:52,875
Surrender to your destiny.
52
00:02:52,875 --> 00:02:55,458
You would destroy
your own mother?
53
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My mother is gone.
54
00:02:57,291 --> 00:02:59,583
Now there is only you!
55
00:02:59,583 --> 00:03:02,875
Miriam, Queen of the Vampires!
56
00:03:02,875 --> 00:03:05,000
Then I am disappointed.
57
00:03:05,000 --> 00:03:07,750
This means I cannot save you.
58
00:03:07,750 --> 00:03:09,875
[Blade and Morbius scream]
59
00:03:11,375 --> 00:03:12,875
[Miriam] Excellent my children.
60
00:03:12,875 --> 00:03:16,958
It was easier than
I thought to trick them.
61
00:03:16,958 --> 00:03:19,875
You and your kind will
never win, mother.
62
00:03:19,875 --> 00:03:23,708
We just have, my son.
63
00:03:25,583 --> 00:03:30,000
Alas, who will be left
to fight the good fight,
64
00:03:30,000 --> 00:03:33,875
when Blade and Morbius are gone?
65
00:03:33,875 --> 00:03:36,833
Ask and you shall
receive, queenie.
66
00:03:36,833 --> 00:03:39,750
Move an inch and I fire
this solar light emitter.
67
00:03:39,750 --> 00:03:41,125
[vampires gasp]
68
00:03:43,875 --> 00:03:45,583
[woman screams]
69
00:03:45,583 --> 00:03:47,333
-No!
-Black Cat!
70
00:03:47,333 --> 00:03:48,458
My love!
71
00:03:51,000 --> 00:03:53,166
[screams]
72
00:03:56,583 --> 00:03:57,708
Felicia.
73
00:03:59,625 --> 00:04:02,166
[tense music playing]
74
00:04:03,458 --> 00:04:05,583
[computer beeps]
75
00:04:10,250 --> 00:04:11,875
[Peter] What's wrong?
76
00:04:11,875 --> 00:04:13,375
I thought you two had
this thing figured out?
77
00:04:13,375 --> 00:04:15,416
This is alien
technology, Spider-Man.
78
00:04:15,416 --> 00:04:17,125
Although we've managed
to power it up,
79
00:04:17,125 --> 00:04:19,458
we don't know how
well it'll operate.
80
00:04:19,458 --> 00:04:22,458
I'm doing my best to
bring your comrade here.
81
00:04:29,416 --> 00:04:31,250
Spider!
82
00:04:31,250 --> 00:04:32,416
Where am I?
83
00:04:32,416 --> 00:04:33,875
What have you done?
84
00:04:33,875 --> 00:04:35,708
I've just transported
you from Earth
85
00:04:35,708 --> 00:04:36,875
to an alien planet.
86
00:04:36,875 --> 00:04:38,875
No, no, not now!
87
00:04:38,875 --> 00:04:41,583
At this moment Morbius
and Blade are surrounded
88
00:04:41,583 --> 00:04:43,125
by Miriam and her vampires!
89
00:04:43,125 --> 00:04:45,250
You've got to send me back, now!
90
00:04:46,708 --> 00:04:49,000
Spider-Man, this is the partner
91
00:04:49,000 --> 00:04:50,500
you said was going to help us?
92
00:04:50,500 --> 00:04:52,083
[Peter] She's been
in better moods.
93
00:04:52,083 --> 00:04:54,208
Whoever you are,
stay out of this.
94
00:04:54,208 --> 00:04:56,375
You have no idea
what's at stake.
95
00:04:56,375 --> 00:04:58,708
I'm afraid I do, miss...
96
00:04:58,708 --> 00:05:01,500
I'm called the Black Cat.
97
00:05:01,500 --> 00:05:03,458
My name is Captain America.
98
00:05:04,458 --> 00:05:06,625
You're Captain America?
99
00:05:06,625 --> 00:05:08,083
But that's impossible!
100
00:05:08,083 --> 00:05:10,416
Cat, you really have
to hear us out.
101
00:05:10,416 --> 00:05:14,333
Talk fast, and then we'll
see how angry I still am.
102
00:05:15,458 --> 00:05:17,375
Storm to base,
I've made contact
103
00:05:17,375 --> 00:05:19,250
with those of this planet
who are rebelling
104
00:05:19,250 --> 00:05:20,458
against the evil ones.
105
00:05:20,458 --> 00:05:22,125
I've explained your plan,
106
00:05:22,125 --> 00:05:24,583
but their leader wants
to speak with you.
107
00:05:24,583 --> 00:05:26,333
This is General Korg.
108
00:05:26,333 --> 00:05:28,458
My people are growing
restless and angry.
109
00:05:28,458 --> 00:05:30,500
We are willing to
hold off our attack,
110
00:05:30,500 --> 00:05:31,958
but not for long.
111
00:05:31,958 --> 00:05:33,875
My team and I only need a day
112
00:05:33,875 --> 00:05:35,500
to mount a rear stealth attack
113
00:05:35,500 --> 00:05:36,875
on The Red Skull's stronghold.
114
00:05:36,875 --> 00:05:38,458
Can you give us that?
115
00:05:38,458 --> 00:05:40,625
No, I can only
give you ten hours.
116
00:05:40,625 --> 00:05:42,250
If you're not there in time,
117
00:05:42,250 --> 00:05:43,708
I must attack without you.
118
00:05:43,708 --> 00:05:46,083
Spider-Man,
that won't give us enough--
119
00:05:46,083 --> 00:05:48,208
We'll be ready.
You have my promise.
120
00:05:48,208 --> 00:05:49,375
Then it is agreed.
121
00:05:49,375 --> 00:05:51,250
We will await your signal.
122
00:05:52,000 --> 00:05:53,583
I realize that you
123
00:05:53,583 --> 00:05:55,583
are supposed to be in
charge, Spider-Man,
124
00:05:55,583 --> 00:05:57,708
but I disagree with your plan.
125
00:05:57,708 --> 00:06:00,208
We're already shorthanded
with The Fantastic Four
126
00:06:00,208 --> 00:06:02,583
off launching a separate
attack on Doctor Doom.
127
00:06:02,583 --> 00:06:05,500
You know we have to cross
miles of treacherous,
128
00:06:05,500 --> 00:06:07,708
deadly wasteland
to launch our assault
129
00:06:07,708 --> 00:06:09,000
on the Skull's rear flank.
130
00:06:09,000 --> 00:06:10,708
We can't do it in ten hours.
131
00:06:10,708 --> 00:06:12,125
We have to do it.
132
00:06:12,125 --> 00:06:15,250
Let me get this
straight, Spider.
133
00:06:15,250 --> 00:06:18,208
You brought me to this
planet without my permission,
134
00:06:18,208 --> 00:06:21,208
and now you want me to
go on a suicide run?
135
00:06:21,208 --> 00:06:24,625
I just wish somebody would have
the courtesy to ask me first.
136
00:06:25,625 --> 00:06:27,750
[tense music playing]
137
00:06:31,125 --> 00:06:32,583
It's a good thing
this lab has what I need
138
00:06:32,583 --> 00:06:34,208
to make more webbing.
139
00:06:34,208 --> 00:06:35,875
I think I'm gonna need it.
140
00:06:35,875 --> 00:06:37,708
Cat's been avoiding me.
141
00:06:37,708 --> 00:06:40,125
I guess I'll have to be the
first one to say something.
142
00:06:40,125 --> 00:06:43,000
Cat, I hope you're
still not angry with me.
143
00:06:43,000 --> 00:06:45,250
I certainly am.
144
00:06:45,250 --> 00:06:46,875
I'm sorry!
145
00:06:46,875 --> 00:06:48,833
Look, I didn't bring
you here so we could fight.
146
00:06:48,833 --> 00:06:50,416
Why did you bring me here?
147
00:06:50,416 --> 00:06:51,875
I needed your support, Cat.
148
00:06:51,875 --> 00:06:53,375
You know how I think.
149
00:06:53,375 --> 00:06:55,208
You know how I like to operate.
150
00:06:55,208 --> 00:06:56,583
You and I work like a team.
151
00:06:56,583 --> 00:06:57,750
I just thought--
152
00:06:57,750 --> 00:06:59,625
That I'd make you feel better?
153
00:06:59,625 --> 00:07:01,750
Why do you always think you're
the only one who's important?
154
00:07:01,750 --> 00:07:04,000
I left two young
heroes back on Earth
155
00:07:04,000 --> 00:07:05,500
who need me too.
156
00:07:05,500 --> 00:07:07,000
Do you think it was fair to them
157
00:07:07,000 --> 00:07:09,708
to snatch me away just
to hold your hand?
158
00:07:09,708 --> 00:07:12,291
Spider, won't you ever grow up?
159
00:07:14,000 --> 00:07:16,458
Well that's gotten things
off to a wonderful start.
160
00:07:17,708 --> 00:07:20,208
[tense music playing]
161
00:07:30,875 --> 00:07:32,833
Iron Man, what's happening?
162
00:07:32,833 --> 00:07:34,125
[Tony] It's a sandstorm!
163
00:07:34,125 --> 00:07:36,000
I estimate another five minutes,
164
00:07:36,000 --> 00:07:38,250
and the atmosphere will
render the vehicle useless.
165
00:07:38,250 --> 00:07:39,500
Woops, guess I was wrong.
166
00:07:39,500 --> 00:07:41,458
Hang on, we just lost our power!
167
00:07:48,000 --> 00:07:49,416
The engine is clogged with sand.
168
00:07:49,416 --> 00:07:51,333
We'll have to walk.
169
00:07:55,000 --> 00:07:57,833
My suit may fail like
the hovercraft if I fly.
170
00:08:03,625 --> 00:08:06,083
Uh, I think I'll walk too.
171
00:08:06,875 --> 00:08:09,000
[lava gurgles]
172
00:08:13,750 --> 00:08:15,458
[Spider-sense squeals]
173
00:08:15,458 --> 00:08:16,875
Another quake!
174
00:08:21,583 --> 00:08:23,458
[explosions echo]
175
00:08:29,875 --> 00:08:31,250
If it gets any worse,
176
00:08:31,250 --> 00:08:32,750
it might be wise
for us to turn back.
177
00:08:32,750 --> 00:08:37,125
That's not an option!
We keep moving.
178
00:08:37,125 --> 00:08:38,875
[Peter voiceover]
Boy, you almost sound like
179
00:08:38,875 --> 00:08:40,583
you know what you're doing.
180
00:08:40,583 --> 00:08:42,875
The fact is,
Moe probably does a better job
181
00:08:42,875 --> 00:08:44,625
of leading the Three Stooges.
182
00:08:44,625 --> 00:08:46,875
[tense music playing]
183
00:08:49,708 --> 00:08:51,833
Smythe, I can only
spare one moment
184
00:08:51,833 --> 00:08:53,833
from planning my
attack on the rebels.
185
00:08:53,833 --> 00:08:55,416
Why did you send for me?
186
00:08:55,416 --> 00:08:57,833
I thought you'd want
to see this right away.
187
00:08:57,833 --> 00:09:00,125
Behold, my latest creation.
188
00:09:01,833 --> 00:09:03,583
The Cyber Skull.
189
00:09:03,583 --> 00:09:05,250
Brilliant.
190
00:09:05,250 --> 00:09:06,708
Brilliant!
191
00:09:06,708 --> 00:09:10,000
I have a little surprise
of my own, Smythe.
192
00:09:11,458 --> 00:09:13,833
[Alistair] Doctor Otto Octavius?
193
00:09:13,833 --> 00:09:16,375
The doctor here
has kindly offered
194
00:09:16,375 --> 00:09:18,875
to share his technology with us.
195
00:09:18,875 --> 00:09:23,708
Yes, I ran into a little
trouble with Doctor Doom.
196
00:09:23,708 --> 00:09:27,208
He coveted my kingdom, Octavia,
197
00:09:27,208 --> 00:09:31,458
and he annexed it to become
part of his new Latveria.
198
00:09:31,458 --> 00:09:34,750
Now I find I must
make new friends
199
00:09:34,750 --> 00:09:37,458
who will help me
regain what I've lost.
200
00:09:37,458 --> 00:09:39,000
And so we shall.
201
00:09:39,000 --> 00:09:42,166
As soon as you
enhance my new robot.
202
00:09:43,291 --> 00:09:45,291
Yes, I will begin immediately.
203
00:09:45,291 --> 00:09:47,416
Are you really going
to help Octavius
204
00:09:47,416 --> 00:09:49,208
regain his kingdom?
205
00:09:49,208 --> 00:09:51,583
Of course not.
206
00:09:51,583 --> 00:09:53,708
Keep a close eye on him, Smythe.
207
00:09:53,708 --> 00:09:56,583
As soon as he has
given us what we want,
208
00:09:56,583 --> 00:09:58,958
let me know, I will
dispose of him.
209
00:10:01,750 --> 00:10:03,625
Doctor, I find it
difficult to believe
210
00:10:03,625 --> 00:10:06,875
that you work as a
servant to The Red Skull.
211
00:10:06,875 --> 00:10:10,500
Ha, Otto Octavius serves no one!
212
00:10:10,500 --> 00:10:12,833
As soon as I have
my kingdom back,
213
00:10:12,833 --> 00:10:18,291
you might want to consider
me as your new employer.
214
00:10:18,291 --> 00:10:20,875
Hmm, I see.
215
00:10:20,875 --> 00:10:23,166
[lava gurgling]
216
00:10:26,583 --> 00:10:28,000
Spider-sense, danger!
217
00:10:28,000 --> 00:10:29,458
Look out!
218
00:10:32,083 --> 00:10:33,500
[Felicia grunts]
219
00:10:40,708 --> 00:10:42,333
You all right?
220
00:10:42,333 --> 00:10:45,125
No, I think my power generator
just got damaged.
221
00:10:47,125 --> 00:10:49,458
[Peter] This whole area
is full of seismic activity!
222
00:10:49,458 --> 00:10:51,000
I should take the lead.
223
00:10:51,000 --> 00:10:52,875
My Spider-sense will
at least give us
224
00:10:52,875 --> 00:10:54,291
some warning of danger.
225
00:10:54,291 --> 00:10:56,125
That's an excellent idea,
Spider-Man.
226
00:10:56,125 --> 00:10:58,375
Black Cat and I will
take up the rear.
227
00:11:02,125 --> 00:11:03,708
I was just wondering
228
00:11:03,708 --> 00:11:06,375
how a beautiful young
woman like you, I mean,
229
00:11:06,375 --> 00:11:08,583
how did you come to
be the Black Cat?
230
00:11:08,583 --> 00:11:10,583
Oddly enough, it's your fault.
231
00:11:10,583 --> 00:11:11,708
What?
232
00:11:11,708 --> 00:11:13,375
It began years ago,
233
00:11:13,375 --> 00:11:15,333
the beginning of World War II.
234
00:11:15,333 --> 00:11:17,250
My father, as a young boy,
235
00:11:17,250 --> 00:11:19,583
was hired by The Red Skull
236
00:11:19,583 --> 00:11:24,166
to steal the Super Soldier
formula that created you.
237
00:11:24,166 --> 00:11:25,500
Captain America!
238
00:11:25,500 --> 00:11:28,708
Were you able to
retrieve the information?
239
00:11:28,708 --> 00:11:30,333
They weren't Nazis,
240
00:11:30,333 --> 00:11:32,000
you're trying to get me
to betray my country!
241
00:11:32,000 --> 00:11:33,708
You're the Nazis!
242
00:11:33,708 --> 00:11:36,375
When he realized how
evil The Red Skull was,
243
00:11:36,375 --> 00:11:38,166
my father escaped
from the Skull
244
00:11:38,166 --> 00:11:39,875
without giving him anything.
245
00:11:39,875 --> 00:11:42,250
My father was the only
person in the world
246
00:11:42,250 --> 00:11:44,250
who possessed that formula.
247
00:11:44,250 --> 00:11:47,750
But one day, a villain known
as the Kingpin captured him
248
00:11:47,750 --> 00:11:50,000
and forced him to
reveal the secret.
249
00:11:50,000 --> 00:11:51,583
Wilson Fisk!
250
00:11:51,583 --> 00:11:53,458
What is the meaning of this?
251
00:11:53,458 --> 00:11:55,083
Felicia Hardy.
252
00:11:55,083 --> 00:11:59,458
Allow me to introduce
you to your father.
253
00:11:59,458 --> 00:12:01,750
As a test of my
father's truthfulness,
254
00:12:01,750 --> 00:12:03,458
the formula was used on me.
255
00:12:03,458 --> 00:12:05,750
That's how I became
the Black Cat.
256
00:12:05,750 --> 00:12:08,458
So you see, anything you can do,
257
00:12:08,458 --> 00:12:10,416
I can do as well.
258
00:12:10,416 --> 00:12:11,583
Hmm, or better.
259
00:12:11,583 --> 00:12:13,458
Amazing!
260
00:12:13,458 --> 00:12:16,250
I can honestly say I've never
met a woman like you before.
261
00:12:16,250 --> 00:12:18,083
[Peter voiceover]
Me and my big mouth.
262
00:12:18,083 --> 00:12:20,583
Why didn't you just set
them up on a date, Spidey?
263
00:12:20,583 --> 00:12:22,208
What am I feeling here?
264
00:12:22,208 --> 00:12:24,458
Watch it Spidey,
if you lose your cool,
265
00:12:24,458 --> 00:12:26,708
we're all done for.
266
00:12:26,708 --> 00:12:29,375
[tense music playing]
267
00:12:29,375 --> 00:12:31,583
[Peter] So that's
The Red Skull's fortress?
268
00:12:31,583 --> 00:12:33,125
[Spider-sense squeals]
269
00:12:33,125 --> 00:12:35,166
Something's wrong,
everybody on the alert!
270
00:12:35,166 --> 00:12:37,291
[rocks rumbling]
271
00:12:39,458 --> 00:12:40,833
[Felicia gasps]
272
00:12:42,416 --> 00:12:43,458
Run!
273
00:12:43,458 --> 00:12:45,583
[tense music playing]
274
00:13:06,500 --> 00:13:08,625
[Tony] No, I'm losing power!
275
00:13:10,000 --> 00:13:11,125
Hang on my friend.
276
00:13:11,125 --> 00:13:12,333
Hang on!
277
00:13:16,083 --> 00:13:17,625
Lizard, you go first!
278
00:13:17,625 --> 00:13:18,875
I'll secure Iron Man,
279
00:13:18,875 --> 00:13:20,375
then you can pull him up!
280
00:13:33,458 --> 00:13:35,333
[screams]
281
00:13:37,875 --> 00:13:39,625
[screams]
282
00:13:42,375 --> 00:13:44,833
Hang on, Cat, I've got you!
283
00:13:44,833 --> 00:13:45,958
Whoa!
284
00:13:47,958 --> 00:13:50,416
Cat, hold on, I'll pull you up!
285
00:13:51,833 --> 00:13:54,250
Doc, I'll shoot you a line,
give me a hand.
286
00:13:57,750 --> 00:13:59,208
Thanks, Doc.
287
00:14:03,416 --> 00:14:06,166
That was too, too close, Spider.
288
00:14:06,166 --> 00:14:07,500
[Steve] What's wrong
with Iron Man?
289
00:14:07,500 --> 00:14:09,750
My power,
I've got to recharge.
290
00:14:09,750 --> 00:14:11,333
[Peter] Well how
long will that take?
291
00:14:11,333 --> 00:14:13,166
At least ten hours.
292
00:14:13,166 --> 00:14:14,375
But we don't have ten hours!
293
00:14:14,375 --> 00:14:16,375
Can you at least walk for now?
294
00:14:16,375 --> 00:14:18,708
No, you see without power,
295
00:14:18,708 --> 00:14:20,458
I can't even breathe.
296
00:14:20,458 --> 00:14:24,000
In reality, I'm very
much an invalid.
297
00:14:24,000 --> 00:14:26,000
My suit keeps me alive.
298
00:14:26,000 --> 00:14:28,083
I'm sorry,
I never would've guessed.
299
00:14:28,083 --> 00:14:29,708
Perhaps I can
reroute the circuitry
300
00:14:29,708 --> 00:14:31,583
and bypass his flight systems.
301
00:14:31,583 --> 00:14:33,000
That might work.
302
00:14:33,000 --> 00:14:35,083
Good, do it.
How much time do you need?
303
00:14:35,083 --> 00:14:36,750
An hour.
304
00:14:36,750 --> 00:14:38,458
Doc, you only have 30 minutes.
305
00:14:40,000 --> 00:14:41,500
How are you doing?
306
00:14:41,500 --> 00:14:43,250
[Tony] Science is saving
my life once again.
307
00:14:43,250 --> 00:14:45,583
If it wasn't for the
protection this suit gives me,
308
00:14:45,583 --> 00:14:47,958
my heart would have
stopped beating years ago.
309
00:14:47,958 --> 00:14:50,375
And I thought
I had problems of the heart.
310
00:14:50,375 --> 00:14:53,083
Spider-Man, I can't hold
the rebels off any longer.
311
00:14:53,083 --> 00:14:55,500
Are you in position for
your attack on the fortress?
312
00:14:55,500 --> 00:14:57,458
[Peter] We will be, soon.
313
00:14:57,458 --> 00:14:59,750
Soon is not good enough!
314
00:14:59,750 --> 00:15:02,458
You promised
you'd be ready now!
315
00:15:02,458 --> 00:15:04,000
We will attack without you!
316
00:15:04,000 --> 00:15:05,625
All right then,
we'll do our best
317
00:15:05,625 --> 00:15:07,458
to get to the fortress
in time to help you.
318
00:15:07,458 --> 00:15:09,625
Rebel forces, move in!
319
00:15:10,708 --> 00:15:13,625
[explosions echo]
320
00:15:17,333 --> 00:15:19,166
[Peter] While the rebel forces
321
00:15:19,166 --> 00:15:21,458
have them occupied out front,
we go in the back door.
322
00:15:21,458 --> 00:15:23,291
Iron Man, can you
make it up the cliff.
323
00:15:23,291 --> 00:15:24,875
-No.
-Spider-Man,
324
00:15:24,875 --> 00:15:26,750
I've give him enough power
to climb and fight,
325
00:15:26,750 --> 00:15:27,875
but not enough for full flight.
326
00:15:27,875 --> 00:15:29,458
You and I may have to help him,
327
00:15:29,458 --> 00:15:31,583
so stay close, let's go!
328
00:15:34,416 --> 00:15:36,750
[explosions echo]
329
00:15:40,291 --> 00:15:41,958
Magnificent!
330
00:15:41,958 --> 00:15:44,375
The Cyber Skulls withstood
their laser cannons!
331
00:15:44,375 --> 00:15:45,833
-What is that?
-[alarm blares]
332
00:15:45,833 --> 00:15:47,583
Our rear security
has just been breached.
333
00:15:47,583 --> 00:15:49,958
Someone has managed to get
through the Sea of Vapors!
334
00:15:49,958 --> 00:15:51,208
Incredible!
335
00:15:51,208 --> 00:15:53,291
Incredible indeed.
336
00:15:53,291 --> 00:15:55,000
You assured me Smythe,
337
00:15:55,000 --> 00:15:57,625
that no one would ever be
able to get to this fortress
338
00:15:57,625 --> 00:15:58,875
from that direction!
339
00:15:58,875 --> 00:16:00,375
Do something!
340
00:16:00,375 --> 00:16:02,708
I'm activating the
Guardian Slayer now.
341
00:16:09,750 --> 00:16:11,000
[Spider-sense squeals]
342
00:16:11,000 --> 00:16:12,208
[Peter] Uh oh!
343
00:16:12,208 --> 00:16:14,291
-[explosion echoes]
-Whoa!
344
00:16:15,333 --> 00:16:17,000
[Felicia screams]
345
00:16:17,000 --> 00:16:18,125
[Peter] Hang on!
346
00:16:27,208 --> 00:16:28,708
[Red Skull]
What is happening Smythe?
347
00:16:28,708 --> 00:16:30,250
There's a damage light on.
348
00:16:30,250 --> 00:16:32,583
The robot no longer
responds to my commands!
349
00:16:35,125 --> 00:16:36,583
The Guardian's
protective shields
350
00:16:36,583 --> 00:16:38,833
seem to be down, who is that?
351
00:16:40,166 --> 00:16:41,291
[explosion echoes]
352
00:16:44,125 --> 00:16:46,875
Great shooting Iron Man.
We'd better get going.
353
00:16:48,125 --> 00:16:50,000
Do something, Octavius!
354
00:16:50,000 --> 00:16:53,708
Or you'll never regain
your precious land!
355
00:16:54,833 --> 00:16:56,125
[explosion echoes]
356
00:16:58,583 --> 00:16:59,708
[Peter] Gentlemen,
357
00:16:59,708 --> 00:17:00,875
and I use the term loosely,
358
00:17:00,875 --> 00:17:02,125
stop right there!
359
00:17:03,875 --> 00:17:05,875
[explosions echo]
360
00:17:10,416 --> 00:17:11,875
Look, up there!
361
00:17:11,875 --> 00:17:13,250
I won't let him get away!
362
00:17:13,250 --> 00:17:15,208
Cat, we've gotta help
the rebels!
363
00:17:15,208 --> 00:17:16,750
The robots are pounding them!
364
00:17:16,750 --> 00:17:19,458
Sorry Spider,
you don't need me now.
365
00:17:19,458 --> 00:17:20,750
[Peter] Give it up Smythe,
366
00:17:20,750 --> 00:17:22,166
you have no chance
of succeeding.
367
00:17:22,166 --> 00:17:24,291
[Felicia] I have
to avenge my father.
368
00:17:29,625 --> 00:17:32,000
This is gonna surprise you,
web-slinger.
369
00:17:32,000 --> 00:17:33,750
-But I agree.
-You do?
370
00:17:33,750 --> 00:17:35,416
Octavius and Red Skull
371
00:17:35,416 --> 00:17:37,458
would spend an eternity
fighting for this planet.
372
00:17:37,458 --> 00:17:39,583
I simply wish to get
back to my father,
373
00:17:39,583 --> 00:17:42,291
and you are the only
ones who can get me home.
374
00:17:42,291 --> 00:17:43,708
If what you're
telling us is true,
375
00:17:43,708 --> 00:17:45,625
help us save those
rebels out there.
376
00:17:45,625 --> 00:17:47,875
I should be able to
deactivate those battle robots
377
00:17:47,875 --> 00:17:49,333
with a few keystrokes.
378
00:17:49,333 --> 00:17:51,083
The Red Skull must
have had Octavius
379
00:17:51,083 --> 00:17:52,625
install an encrypted code
380
00:17:52,625 --> 00:17:55,166
to deny entry to the
self destruct sequence!
381
00:17:55,166 --> 00:17:57,458
Let me see if
I can crack that code.
382
00:17:57,458 --> 00:17:59,166
[explosions echo]
383
00:17:59,166 --> 00:18:00,583
[Steve] Spider-Man, hurry!
384
00:18:01,958 --> 00:18:05,208
Power of the wind, heed my call!
385
00:18:06,375 --> 00:18:08,166
[Tony] Look!
386
00:18:08,166 --> 00:18:09,458
That can only be Storm's work.
387
00:18:09,458 --> 00:18:10,958
She's bought me some time!
388
00:18:13,000 --> 00:18:14,250
You!
389
00:18:14,250 --> 00:18:15,708
Why do you pursue
me so diligently?
390
00:18:15,708 --> 00:18:17,500
You're not going to
get away this time.
391
00:18:17,500 --> 00:18:19,583
This is for my father,
John Hardesky,
392
00:18:19,583 --> 00:18:21,583
and all the others
that you've deceived.
393
00:18:21,583 --> 00:18:23,333
[screams]
394
00:18:23,333 --> 00:18:24,583
[Peter] I think I've got it!
395
00:18:25,333 --> 00:18:27,958
[explosions echo]
396
00:18:27,958 --> 00:18:29,166
[rebels cheering]
397
00:18:32,166 --> 00:18:34,291
-Good job Spider-Man.
-Thanks.
398
00:18:34,291 --> 00:18:36,125
Now we can go after
The Red Skull.
399
00:18:36,125 --> 00:18:37,750
Right Cat, Cat?
400
00:18:37,750 --> 00:18:40,083
She must have gone while
we were watching the battle.
401
00:18:40,083 --> 00:18:42,291
Oh no, we've gotta find her!
402
00:18:42,291 --> 00:18:45,166
[Otto] Sorry to disappoint
you again, feline.
403
00:18:45,166 --> 00:18:46,416
Follow me,
there is an escape pod
404
00:18:46,416 --> 00:18:48,458
at the end of this passageway.
405
00:18:50,333 --> 00:18:52,416
Tell him to let her go,
Red Skull,
406
00:18:52,416 --> 00:18:54,416
and maybe I'll let you survive.
407
00:18:54,416 --> 00:18:57,375
Ah, but I've grown
quite fond of this Cat.
408
00:18:57,375 --> 00:19:02,000
Move away, Captain America,
if you value the girl's life.
409
00:19:04,000 --> 00:19:05,708
Shoot him, shoot him!
410
00:19:08,458 --> 00:19:09,500
Thanks.
411
00:19:09,500 --> 00:19:11,708
[tense music playing]
412
00:19:17,000 --> 00:19:18,583
[explosions echo]
413
00:19:28,625 --> 00:19:30,208
[Felicia screams]
414
00:19:35,375 --> 00:19:36,583
I can't believe it.
415
00:19:36,583 --> 00:19:38,416
We almost had him.
416
00:19:38,416 --> 00:19:41,458
I'm sorry, I know how much
you both wanted The Red Skull.
417
00:19:41,458 --> 00:19:44,208
Getting our Cat back
was much more important.
418
00:19:44,208 --> 00:19:45,750
To all of us.
419
00:19:45,750 --> 00:19:47,333
[Peter] Cat, I am sorry
420
00:19:47,333 --> 00:19:49,375
that I brought you
here against your will.
421
00:19:49,375 --> 00:19:51,333
-I'm not.
-You're not?
422
00:19:51,333 --> 00:19:53,416
I know I was really angry,
423
00:19:53,416 --> 00:19:55,458
but here I am fighting alongside
424
00:19:55,458 --> 00:19:58,291
one of the greatest
heroes of all time.
425
00:19:58,291 --> 00:19:59,708
Yeah, Cap is quite a--
426
00:19:59,708 --> 00:20:01,291
I wasn't talking about Cap.
427
00:20:01,291 --> 00:20:03,875
You Spider,
you're quite a leader.
428
00:20:03,875 --> 00:20:07,125
I wouldn't want to have missed
sharing this action with you
429
00:20:07,125 --> 00:20:08,583
for all the world.
430
00:20:08,583 --> 00:20:11,458
-Thanks.
-But, I, but--
431
00:20:17,458 --> 00:20:18,500
Any luck Morbius?
432
00:20:18,500 --> 00:20:19,625
No, Blade.
433
00:20:19,625 --> 00:20:21,250
The vampires have all escaped,
434
00:20:21,250 --> 00:20:23,291
and there is no sign
of the Black Cat.
435
00:20:23,291 --> 00:20:26,458
I fear the Black Cat
may be in dire peril.
436
00:20:26,458 --> 00:20:29,000
No, I can't explain this,
437
00:20:29,000 --> 00:20:30,750
but there has always been
438
00:20:30,750 --> 00:20:33,375
a spiritual link
between her and me.
439
00:20:33,375 --> 00:20:36,416
I sense that she
is in good hands,
440
00:20:36,416 --> 00:20:40,083
and those hands will
deliver her back to us,
441
00:20:40,083 --> 00:20:42,000
safe and sound.
442
00:20:42,000 --> 00:20:43,416
No matter what.
443
00:20:45,125 --> 00:20:47,291
[theme music playing]
444
00:20:50,000 --> 00:20:54,125
♪ Spider-Man, Spider-Man ♪
445
00:20:54,125 --> 00:20:57,625
♪ Radioactive Spider-Man ♪
446
00:21:06,208 --> 00:21:08,166
♪ Spider-blood, spider-blood ♪
447
00:21:08,166 --> 00:21:10,208
♪ Radioactive Spider-blood ♪
448
00:21:10,208 --> 00:21:11,958
♪ Spider-blood, spider-blood ♪
449
00:21:11,958 --> 00:21:13,583
♪ Spider-Man ♪
31169
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