Original subtitles

[Peter] Previously onSpider-Man.

[Beyonder] This is the one.

Put him to the test.

[Peter] Who are you?

The Beyonder.

You have been chosen.

For the test of good against evil.

[Beyonder] We have Doctor Octopus.

Doctor Doom.

[Peter] Alistair Smythe!

The Lizard.

The Red Skull.

Banish evil from this planet, or perish.

[Peter] I need help to save this planet.

Computer, bring me Storm, The Fantastic Four,

Iron Man, Captain America, now.

I'm the one who brought you.

Millions of lives are at stake.

[Storm] We'd better stop him!

Giant worms!

[Peter] We have to get the Lizard back!

We've gotta turn on the force field.

Power of lightning!

My rational mind trapped in this Lizard body.

I'm with you.

[Peter] Now, we show the Beyonder

what Earth people are really made of.

If you'll agree to work with me.

-We're in. -He is a leader.

Yes, but soon Spider-Man must face

his greatest horror in the universe.

[theme 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 ♪

[tense music playing]

[engine revs]

[driving rock music playing]

[Morbius growls]

[woman screams]

[armor clatters]

Vampire!

Surrender to your destiny.

You would destroy your own mother?

My mother is gone.

Now there is only you!

Miriam, Queen of the Vampires!

Then I am disappointed.

This means I cannot save you.

[Blade and Morbius scream]

[Miriam] Excellent my children.

It was easier than I thought to trick them.

You and your kind will never win, mother.

We just have, my son.

Alas, who will be left to fight the good fight,

when Blade and Morbius are gone?

Ask and you shall receive, queenie.

Move an inch and I fire this solar light emitter.

[vampires gasp]

[woman screams]

-No! -Black Cat!

My love!

[screams]

Felicia.

[tense music playing]

[computer beeps]

[Peter] What's wrong?

I thought you two had this thing figured out?

This is alien technology, Spider-Man.

Although we've managed to power it up,

we don't know how well it'll operate.

I'm doing my best to bring your comrade here.

Spider!

Where am I?

What have you done?

I've just transported you from Earth

to an alien planet.

No, no, not now!

At this moment Morbius and Blade are surrounded

by Miriam and her vampires!

You've got to send me back, now!

Spider-Man, this is the partner

you said was going to help us?

[Peter] She's been in better moods.

Whoever you are, stay out of this.

You have no idea what's at stake.

I'm afraid I do, miss...

I'm called the Black Cat.

My name is Captain America.

You're Captain America?

But that's impossible!

Cat, you really have to hear us out.

Talk fast, and then we'll see how angry I still am.

Storm to base, I've made contact

with those of this planet who are rebelling

against the evil ones.

I've explained your plan,

but their leader wants to speak with you.

This is General Korg.

My people are growing restless and angry.

We are willing to hold off our attack,

but not for long.

My team and I only need a day

to mount a rear stealth attack

on The Red Skull's stronghold.

Can you give us that?

No, I can only give you ten hours.

If you're not there in time,

I must attack without you.

Spider-Man, that won't give us enough--

We'll be ready. You have my promise.

Then it is agreed.

We will await your signal.

I realize that you

are supposed to be in charge, Spider-Man,

but I disagree with your plan.

We're already shorthanded with The Fantastic Four

off launching a separate attack on Doctor Doom.

You know we have to cross miles of treacherous,

deadly wasteland to launch our assault

on the Skull's rear flank.

We can't do it in ten hours.

We have to do it.

Let me get this straight, Spider.

You brought me to this planet without my permission,

and now you want me to go on a suicide run?

I just wish somebody would have the courtesy to ask me first.

[tense music playing]

It's a good thing this lab has what I need

to make more webbing.

I think I'm gonna need it.

Cat's been avoiding me.

I guess I'll have to be the first one to say something.

Cat, I hope you're still not angry with me.

I certainly am.

I'm sorry!

Look, I didn't bring you here so we could fight.

Why did you bring me here?

I needed your support, Cat.

You know how I think.

You know how I like to operate.

You and I work like a team.

I just thought--

That I'd make you feel better?

Why do you always think you're the only one who's important?

I left two young heroes back on Earth

who need me too.

Do you think it was fair to them

to snatch me away just to hold your hand?

Spider, won't you ever grow up?

Well that's gotten things off to a wonderful start.

[tense music playing]

Iron Man, what's happening?

[Tony] It's a sandstorm!

I estimate another five minutes,

and the atmosphere will render the vehicle useless.

Woops, guess I was wrong.

Hang on, we just lost our power!

The engine is clogged with sand.

We'll have to walk.

My suit may fail like the hovercraft if I fly.

Uh, I think I'll walk too.

[lava gurgles]

[Spider-sense squeals]

Another quake!

[explosions echo]

If it gets any worse,

it might be wise for us to turn back.

That's not an option! We keep moving.

[Peter voiceover] Boy, you almost sound like

you know what you're doing.

The fact is, Moe probably does a better job

of leading the Three Stooges.

[tense music playing]

Smythe, I can only spare one moment

from planning my attack on the rebels.

Why did you send for me?

I thought you'd want to see this right away.

Behold, my latest creation.

The Cyber Skull.

Brilliant.

Brilliant!

I have a little surprise of my own, Smythe.

[Alistair] Doctor Otto Octavius?

The doctor here has kindly offered

to share his technology with us.

Yes, I ran into a little trouble with Doctor Doom.

He coveted my kingdom, Octavia,

and he annexed it to become part of his new Latveria.

Now I find I must make new friends

who will help me regain what I've lost.

And so we shall.

As soon as you enhance my new robot.

Yes, I will begin immediately.

Are you really going to help Octavius

regain his kingdom?

Of course not.

Keep a close eye on him, Smythe.

As soon as he has given us what we want,

let me know, I will dispose of him.

Doctor, I find it difficult to believe

that you work as a servant to The Red Skull.

Ha, Otto Octavius serves no one!

As soon as I have my kingdom back,

you might want to consider me as your new employer.

Hmm, I see.

[lava gurgling]

Spider-sense, danger!

Look out!

[Felicia grunts]

You all right?

No, I think my power generator just got damaged.

[Peter] This whole area is full of seismic activity!

I should take the lead.

My Spider-sense will at least give us

some warning of danger.

That's an excellent idea, Spider-Man.

Black Cat and I will take up the rear.

I was just wondering

how a beautiful young woman like you, I mean,

how did you come to be the Black Cat?

Oddly enough, it's your fault.

What?

It began years ago,

the beginning of World War II.

My father, as a young boy,

was hired by The Red Skull

to steal the Super Soldier formula that created you.

Captain America!

Were you able to retrieve the information?

They weren't Nazis,

you're trying to get me to betray my country!

You're the Nazis!

When he realized how evil The Red Skull was,

my father escaped from the Skull

without giving him anything.

My father was the only person in the world

who possessed that formula.

But one day, a villain known as the Kingpin captured him

and forced him to reveal the secret.

Wilson Fisk!

What is the meaning of this?

Felicia Hardy.

Allow me to introduce you to your father.

As a test of my father's truthfulness,

the formula was used on me.

That's how I became the Black Cat.

So you see, anything you can do,

I can do as well.

Hmm, or better.

Amazing!

I can honestly say I've never met a woman like you before.

[Peter voiceover] Me and my big mouth.

Why didn't you just set them up on a date, Spidey?

What am I feeling here?

Watch it Spidey, if you lose your cool,

we're all done for.

[tense music playing]

[Peter] So that's The Red Skull's fortress?

[Spider-sense squeals]

Something's wrong, everybody on the alert!

[rocks rumbling]

[Felicia gasps]

Run!

[tense music playing]

[Tony] No, I'm losing power!

Hang on my friend.

Hang on!

Lizard, you go first!

I'll secure Iron Man,

then you can pull him up!

[screams]

[screams]

Hang on, Cat, I've got you!

Whoa!

Cat, hold on, I'll pull you up!

Doc, I'll shoot you a line, give me a hand.

Thanks, Doc.

That was too, too close, Spider.

[Steve] What's wrong with Iron Man?

My power, I've got to recharge.

[Peter] Well how long will that take?

At least ten hours.

But we don't have ten hours!

Can you at least walk for now?

No, you see without power,

I can't even breathe.

In reality, I'm very much an invalid.

My suit keeps me alive.

I'm sorry, I never would've guessed.

Perhaps I can reroute the circuitry

and bypass his flight systems.

That might work.

Good, do it. How much time do you need?

An hour.

Doc, you only have 30 minutes.

How are you doing?

[Tony] Science is saving my life once again.

If it wasn't for the protection this suit gives me,

my heart would have stopped beating years ago.

And I thought I had problems of the heart.

Spider-Man, I can't hold the rebels off any longer.

Are you in position for your attack on the fortress?

[Peter] We will be, soon.

Soon is not good enough!

You promised you'd be ready now!

We will attack without you!

All right then, we'll do our best

to get to the fortress in time to help you.

Rebel forces, move in!

[explosions echo]

[Peter] While the rebel forces

have them occupied out front, we go in the back door.

Iron Man, can you make it up the cliff.

-No. -Spider-Man,

I've give him enough power to climb and fight,

but not enough for full flight.

You and I may have to help him,

so stay close, let's go!

[explosions echo]

Magnificent!

The Cyber Skulls withstood their laser cannons!

-What is that? -[alarm blares]

Our rear security has just been breached.

Someone has managed to get through the Sea of Vapors!

Incredible!

Incredible indeed.

You assured me Smythe,

that no one would ever be able to get to this fortress

from that direction!

Do something!

I'm activating the Guardian Slayer now.

[Spider-sense squeals]

[Peter] Uh oh!

-[explosion echoes] -Whoa!

[Felicia screams]

[Peter] Hang on!

[Red Skull] What is happening Smythe?

There's a damage light on.

The robot no longer responds to my commands!

The Guardian's protective shields

seem to be down, who is that?

[explosion echoes]

Great shooting Iron Man. We'd better get going.

Do something, Octavius!

Or you'll never regain your precious land!

[explosion echoes]

[Peter] Gentlemen,

and I use the term loosely,

stop right there!

[explosions echo]

Look, up there!

I won't let him get away!

Cat, we've gotta help the rebels!

The robots are pounding them!

Sorry Spider, you don't need me now.

[Peter] Give it up Smythe,

you have no chance of succeeding.

[Felicia] I have to avenge my father.

This is gonna surprise you, web-slinger.

-But I agree. -You do?

Octavius and Red Skull

would spend an eternity fighting for this planet.

I simply wish to get back to my father,

and you are the only ones who can get me home.

If what you're telling us is true,

help us save those rebels out there.

I should be able to deactivate those battle robots

with a few keystrokes.

The Red Skull must have had Octavius

install an encrypted code

to deny entry to the self destruct sequence!

Let me see if I can crack that code.

[explosions echo]

[Steve] Spider-Man, hurry!

Power of the wind, heed my call!

[Tony] Look!

That can only be Storm's work.

She's bought me some time!

You!

Why do you pursue me so diligently?

You're not going to get away this time.

This is for my father, John Hardesky,

and all the others that you've deceived.

[screams]

[Peter] I think I've got it!

[explosions echo]

[rebels cheering]

-Good job Spider-Man. -Thanks.

Now we can go after The Red Skull.

Right Cat, Cat?

She must have gone while we were watching the battle.

Oh no, we've gotta find her!

[Otto] Sorry to disappoint you again, feline.

Follow me, there is an escape pod

at the end of this passageway.

Tell him to let her go, Red Skull,

and maybe I'll let you survive.

Ah, but I've grown quite fond of this Cat.

Move away, Captain America, if you value the girl's life.

Shoot him, shoot him!

Thanks.

[tense music playing]

[explosions echo]

[Felicia screams]

I can't believe it.

We almost had him.

I'm sorry, I know how much you both wanted The Red Skull.

Getting our Cat back was much more important.

To all of us.

[Peter] Cat, I am sorry

that I brought you here against your will.

-I'm not. -You're not?

I know I was really angry,

but here I am fighting alongside

one of the greatest heroes of all time.

Yeah, Cap is quite a--

I wasn't talking about Cap.

You Spider, you're quite a leader.

I wouldn't want to have missed sharing this action with you

for all the world.

-Thanks. -But, I, but--

Any luck Morbius?

No, Blade.

The vampires have all escaped,

and there is no sign of the Black Cat.

I fear the Black Cat may be in dire peril.

No, I can't explain this,

but there has always been

a spiritual link between her and me.

I sense that she is in good hands,

and those hands will deliver her back to us,

safe and sound.

No matter what.

[theme music playing]

♪ Spider-Man, Spider-Man ♪

♪ Radioactive Spider-Man ♪

♪ Spider-blood, spider-blood ♪

♪ Radioactive Spider-blood ♪

♪ Spider-blood, spider-blood ♪

♪ Spider-Man ♪