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[theme music playing]
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♪ Spider-Man, Spider-Man ♪
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♪ Radioactive Spider-Man ♪
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00:00:17,291 --> 00:00:21,500
♪ Spider-Man, Spider-Man ♪
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00:00:21,500 --> 00:00:25,708
♪ 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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00:01:03,250 --> 00:01:06,333
[Beyonder] We have
traveled a long way,
14
00:01:06,333 --> 00:01:09,458
through time and space,
15
00:01:09,458 --> 00:01:11,375
Look at what has happened.
16
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Now where'd the Beyonder go?
17
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And where am I?
18
00:01:21,958 --> 00:01:24,125
5th Avenue? It can't be!
19
00:01:24,125 --> 00:01:27,208
How long have I been gone?
What's happened here?
20
00:01:27,708 --> 00:01:29,000
Aunt May!
21
00:01:31,875 --> 00:01:34,375
No! All of Queens,
22
00:01:34,375 --> 00:01:36,583
Astoria, Forest Hills,
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all just destroyed!
24
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Aunt May...
25
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You're Aunt May exists
no longer in this world.
26
00:01:46,250 --> 00:01:47,875
I've had it with you, Beyonder!
27
00:01:47,875 --> 00:01:50,375
I want some real answers!
Who's responsible
28
00:01:50,375 --> 00:01:52,500
for this devastation? Who?
29
00:01:52,500 --> 00:01:53,875
You are, Spider-Man.
30
00:01:53,875 --> 00:01:55,000
What?
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00:01:55,000 --> 00:01:56,583
[Beyonder] You are.
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00:01:58,875 --> 00:02:02,333
What kind of sick joke are
you playing now, Beyonder?
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Whoa, Spider Sense. Danger!
34
00:02:08,375 --> 00:02:12,833
Ho ho! Nice shot,
brother Goblin!
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Stick with me, boy,
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00:02:14,291 --> 00:02:16,250
by the time we've
leveled Manhattan,
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I'll have made a real
Goblin out of you! [laughs]
38
00:02:19,000 --> 00:02:22,375
The Hobgoblin and
the Green Goblin together,
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00:02:22,375 --> 00:02:24,083
destroying the city?
40
00:02:24,083 --> 00:02:26,250
Have they gone
completely insane?
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00:02:27,500 --> 00:02:29,583
[man] This is J3
Emergency Radio,
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00:02:29,583 --> 00:02:32,291
broadcasting from
the Daily Bugle building.
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00:02:32,291 --> 00:02:34,875
We continue our
report on Spider-Man's
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war against the city,
45
00:02:36,500 --> 00:02:38,583
I just hope the
National Guard will rescue us
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from this criminal siege.
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Sorry, this program is
canceled due to low ratings.
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00:02:46,125 --> 00:02:47,708
Huh?
49
00:02:47,708 --> 00:02:50,291
There was no one left
in the city to listen.
50
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-[Jameson groans]
-[Hobgoblin laughs]
51
00:02:52,166 --> 00:02:53,833
Let go of him, you--
[grunts]
52
00:02:53,833 --> 00:02:57,500
Our boss wants the
microwave broadcaster
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00:02:57,500 --> 00:02:59,875
on the roof of
J3 Communications.
54
00:02:59,875 --> 00:03:03,291
But it seems to have a
substantial security system.
55
00:03:03,291 --> 00:03:04,708
[Robbie] Don't Jonah!
Don't help them!
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-No!
-Talk,
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00:03:06,458 --> 00:03:09,833
or I'll give your right
hand man his severance pay.
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I can deactivate the security
system with my palm print!
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Excellent!
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00:03:14,333 --> 00:03:16,291
We don't need you anymore.
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00:03:17,000 --> 00:03:18,625
[screams]
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Gotcha!
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00:03:21,750 --> 00:03:24,125
Hey, what's the big idea,
Robertson?
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I'd do a lot more if I could,
Jonah was right all along!
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00:03:27,208 --> 00:03:28,833
I don't know what
you're talking about!
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00:03:28,833 --> 00:03:31,125
I'm talking about the
destruction of this city!
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00:03:31,125 --> 00:03:34,000
And those Goblins you've
sent to attack Jonah and me!
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00:03:34,000 --> 00:03:36,333
The Goblins? In the Bugle?
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00:03:42,458 --> 00:03:45,000
All right, now you're gonna
pay for what you've done!
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00:03:45,000 --> 00:03:46,583
Why did you do that?
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00:03:46,583 --> 00:03:48,708
Let's see: You level Manhattan,
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00:03:48,708 --> 00:03:51,458
destroy Queens,
why would I be mad at you?
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But we did what you told us to!
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00:03:54,583 --> 00:03:57,625
What? I never told
you to do anything!
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00:03:57,625 --> 00:03:59,583
Goblin, this Spider-Creep must
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00:03:59,583 --> 00:04:01,458
be the other one the
boss warned us about!
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00:04:01,458 --> 00:04:03,083
The other one?
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00:04:03,083 --> 00:04:06,000
Yes, I think you're right!
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00:04:08,000 --> 00:04:12,000
But a good Goblin never falls
for the same trick twice!
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[Spider-Man coughs]
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00:04:17,875 --> 00:04:21,875
We have what we need here,
finish the job, Hobgoblin!
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With pleasure.
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[laughs maniacally]
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Uh-oh!
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I can't believe it.
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The Bugle, destroyed!
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My life's work, ruined!
88
00:04:55,000 --> 00:04:57,458
Oh, quit whining!
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00:05:02,166 --> 00:05:03,708
Thanks so much!
90
00:05:10,000 --> 00:05:12,875
You! I was right
about you all along,
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00:05:12,875 --> 00:05:15,833
but I never dreamed
you'd go this far!
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00:05:15,833 --> 00:05:19,291
I'd love to hear your whole
tirade, but not right now!
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00:05:27,833 --> 00:05:29,625
Hey!
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Now I see what's been taking
those idiot Goblins so long!
95
00:05:32,833 --> 00:05:37,250
I wondered when you'd
turn up again, dear clone.
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00:05:37,250 --> 00:05:39,583
And in my costume no less!
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[grunts] That voice!
He sounds like me!
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Oh, how I despise you!
99
00:05:46,166 --> 00:05:50,458
And for that reason,
you must be obliterated!
100
00:05:50,458 --> 00:05:55,583
You see, I really,
really, hate clones!
101
00:05:57,708 --> 00:06:01,458
He looks like Carnage,
but he has my costume.
102
00:06:01,458 --> 00:06:03,458
My voice!
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[laughs maniacally]
104
00:06:16,875 --> 00:06:19,000
He's squeezing me so hard!
105
00:06:20,416 --> 00:06:22,000
I can't breathe!
106
00:06:24,083 --> 00:06:25,291
What? No!
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Where?
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[groans]
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Beyonder! What's wrong?
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Are you all right?
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No, he is very, very weak.
112
00:06:43,458 --> 00:06:46,250
How could he be,
with all his power?
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00:06:46,250 --> 00:06:49,000
Because he's not in
our home dimension.
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His power is diminished
the longer he stays here,
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in this unfamiliar reality.
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We must rest,
and let my life support
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system rejuvenate
you as much as it can.
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Madame Web, tell me what's
going on! I need your help!
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You must help yourself,
120
00:07:07,250 --> 00:07:10,458
but that does not mean
you will be alone, look.
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00:07:12,291 --> 00:07:15,583
Am I going mad?
122
00:07:15,583 --> 00:07:18,708
This, is the one that's
supposed to be our leader?
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00:07:18,708 --> 00:07:21,291
Give me a break, I should be
in charge of this group,
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00:07:21,291 --> 00:07:23,000
I'm the real Spider-Man!
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I don't know what
kind of mind game this is,
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but I'm the real Spider-Man!
127
00:07:27,958 --> 00:07:30,416
The real Peter Parker!
128
00:07:30,416 --> 00:07:32,208
Guess again.
129
00:07:32,208 --> 00:07:36,458
See, Pete old buddy? We're
just as genuine as you are!
130
00:07:36,458 --> 00:07:39,291
But, how can that be?
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Madame Web says that we're
each from different dimensions.
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Reality is like a river,
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that splits off into many
parallel tributaries.
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00:07:48,583 --> 00:07:51,500
These Spider-Men
are from parallel realities,
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00:07:51,500 --> 00:07:53,875
each as legitimate as yours.
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00:07:53,875 --> 00:07:57,750
They're all you,
with some slight differences.
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00:07:57,750 --> 00:07:59,625
But don't let these
worry ya Pete,
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00:07:59,625 --> 00:08:02,458
they're just a little souvenir
from my last fight with Doc Oct.
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You mean to tell me that
you all share my life,
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and my spider powers?
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00:08:08,708 --> 00:08:12,250
[clears throat] Well, uh,
not quite all of us.
142
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I don't have your life,
or your powers.
143
00:08:14,291 --> 00:08:15,708
So who are you then?
144
00:08:15,708 --> 00:08:17,958
You wouldn't believe
me if I told you,
145
00:08:17,958 --> 00:08:20,208
let's just say,
I'm here to help.
146
00:08:20,208 --> 00:08:23,291
Although I'm not prepared
for anything like this.
147
00:08:23,291 --> 00:08:25,458
We were all kind of caught
in the middle of things,
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00:08:25,458 --> 00:08:28,708
I'm having a little
mutation problem right now.
149
00:08:28,708 --> 00:08:31,500
Whoa, I don't think I even
wanna hear your story.
150
00:08:31,500 --> 00:08:34,875
All of you must hear
the Scarlet Spider's story.
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00:08:34,875 --> 00:08:37,000
For this is his
reality we're in,
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and that monster you encountered
was his twin, behold!
153
00:08:43,291 --> 00:08:44,875
My name is Ben Reilly,
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00:08:44,875 --> 00:08:47,000
I'm related to this
reality's Peter Parker.
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How?
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I'm his clone, or,
157
00:08:49,583 --> 00:08:52,375
maybe he's my clone,
we're not sure.
158
00:08:52,375 --> 00:08:55,291
This dimension's Peter Parker
had it pretty rough.
159
00:08:55,291 --> 00:08:58,500
He had already lost Uncle Ben,
then Aunt May passed away.
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00:08:58,500 --> 00:09:00,250
That nearly unbalanced his mind,
161
00:09:00,250 --> 00:09:02,333
but then Parker's
path crossed with
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a brilliant scientist,
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an expert in genetic cloning,
his name was--
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00:09:05,708 --> 00:09:07,458
Miles Warren!
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00:09:07,458 --> 00:09:11,708
Ah, I see you've met him,
well he cloned Spider-Man.
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To make matters worse,
the clone escaped.
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I thought I was that clone,
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00:09:15,833 --> 00:09:17,458
I tried to stay out of
Peter's life
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by taking on a new identity.
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I dyed my hair,
changed my name to Ben Reilly.
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But I had no memory of
where I really came from!
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Warren had robbed me of my past.
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I understand what you've
been through, Warren created
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a clone in my reality
who had the same problem.
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Peter, I've come back to you.
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Mary Jane!
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00:09:42,833 --> 00:09:44,833
[crowd cheers]
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Oh!
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00:09:46,833 --> 00:09:48,250
Mary Jane, what's the matter?
180
00:09:48,250 --> 00:09:50,583
I'm not the real Mary Jane?
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That is so, my dear.
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00:09:52,166 --> 00:09:54,458
Why didn't you just
tell me I was a clone?
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00:09:54,458 --> 00:09:57,750
The cloning process
has proven unstable.
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00:09:57,750 --> 00:09:59,333
You're coming apart.
185
00:09:59,333 --> 00:10:00,583
Mary Jane! No!
186
00:10:00,583 --> 00:10:02,125
It's too late.
187
00:10:02,125 --> 00:10:04,208
Warren! Warren,
where the blazes are you?
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00:10:04,208 --> 00:10:07,750
Forget it tiger, I want
you to know just one thing.
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If any part of me is anything
like the real Mary Jane Watson
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she loves Peter Parker more
than anything in the world.
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00:10:16,250 --> 00:10:18,125
More than anything!
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No!
193
00:10:20,958 --> 00:10:24,000
Mary Jane! Mary Jane!
194
00:10:27,250 --> 00:10:30,083
I might make some
startling advances!
195
00:10:30,083 --> 00:10:31,458
I hate him for what he did.
196
00:10:31,458 --> 00:10:32,875
So did my world's Peter Parker,
197
00:10:32,875 --> 00:10:35,875
but he hated me,
the clone, even more.
198
00:10:35,875 --> 00:10:37,708
When I became a costumed hero,
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00:10:37,708 --> 00:10:40,875
the Scarlet Spider,
I really made him angry.
200
00:10:40,875 --> 00:10:43,833
But the next big blow came
from Dr. Curt Connors.
201
00:10:43,833 --> 00:10:46,625
He discovered according
to our genetic structures,
202
00:10:46,625 --> 00:10:49,875
it might be Peter
who was the clone, not me!
203
00:10:49,875 --> 00:10:52,833
That news pushed Peter Parker
over the edge.
204
00:10:52,833 --> 00:10:54,583
Now he hated me with a passion!
205
00:10:54,583 --> 00:10:57,583
This is starting to sound
like a bad comic book plot!
206
00:10:57,583 --> 00:10:59,291
It gets worse.
207
00:10:59,291 --> 00:11:01,583
I was trying to stop one of
the Kingpin's crimes,
208
00:11:01,583 --> 00:11:04,583
he had created some kind of
inter-dimensional transporter
209
00:11:04,583 --> 00:11:06,625
which would make him
invincible as a criminal.
210
00:11:06,625 --> 00:11:10,000
No sooner had I arrived,
then my other showed up.
211
00:11:10,000 --> 00:11:12,625
I thought he was there to
help me, but he wasn't.
212
00:11:12,625 --> 00:11:15,208
He wanted me out of
the picture, permanently.
213
00:11:17,708 --> 00:11:21,083
Then, from some other
dimension, it appeared.
214
00:11:21,083 --> 00:11:23,083
That's the Carnage symbiote!
215
00:11:23,083 --> 00:11:24,958
Drawn by Peter's hatred,
216
00:11:24,958 --> 00:11:28,458
it bonded with him somehow,
and drove him completely insane!
217
00:11:28,458 --> 00:11:32,208
So this reality we're
in is your reality.
218
00:11:32,208 --> 00:11:34,000
But what does it have
to do with the rest of us?
219
00:11:34,000 --> 00:11:36,875
What's our stake in this,
or yours for that matter?
220
00:11:36,875 --> 00:11:41,625
Behold, look into the future,
tell me what you see.
221
00:11:47,875 --> 00:11:49,333
[Spider-Man] A portal
has been opened!
222
00:11:49,333 --> 00:11:51,958
The dish stolen from
J3 Communications
223
00:11:51,958 --> 00:11:53,750
is magnifying
the incendiary device
224
00:11:53,750 --> 00:11:56,833
attached to the transporter,
and it's about to go off!
225
00:11:56,833 --> 00:11:58,000
No!
226
00:12:14,708 --> 00:12:16,958
[orchestral Spider-Man
theme playing]
227
00:12:20,583 --> 00:12:25,250
Spider-Carnage will link
a matter disintegrator bomb
228
00:12:25,250 --> 00:12:28,416
to Dr. Ohn's time
portal device.
229
00:12:28,416 --> 00:12:30,625
The blast will be magnified,
230
00:12:30,625 --> 00:12:32,583
and will enter other dimensions.
231
00:12:32,583 --> 00:12:35,375
It will not only
destroy this reality,
232
00:12:35,375 --> 00:12:39,250
but every reality
across space and time.
233
00:12:39,250 --> 00:12:41,166
I have already seen it happen.
234
00:12:41,166 --> 00:12:44,000
If this has already happened,
how are we standing here?
235
00:12:44,000 --> 00:12:46,875
When the destruction
reached my home dimension,
236
00:12:46,875 --> 00:12:50,291
I used all my powers
to roll back time.
237
00:12:50,291 --> 00:12:52,291
It taxed me to the extreme.
238
00:12:52,291 --> 00:12:55,000
We are now in this
reality's past.
239
00:12:55,000 --> 00:12:58,166
Spider-Carnage has not
detonated the device yet,
240
00:12:58,166 --> 00:12:59,625
You must stop him.
241
00:12:59,625 --> 00:13:01,875
Wait, you can transcend time,
242
00:13:01,875 --> 00:13:03,708
why don't you just
go back to the past
243
00:13:03,708 --> 00:13:05,416
and prevent any of
this from happening?
244
00:13:05,416 --> 00:13:08,125
Although Madame Web
and I are beings
245
00:13:08,125 --> 00:13:11,083
who can pass through
different realities,
246
00:13:11,083 --> 00:13:13,750
we are powerless-- [groans]
247
00:13:13,750 --> 00:13:16,333
We cannot stay in
this one reality
248
00:13:16,333 --> 00:13:19,000
to keep anything
we change stable.
249
00:13:19,000 --> 00:13:21,000
It takes all this machinery for
250
00:13:21,000 --> 00:13:24,375
us to remain in your dimension
for as long as we have.
251
00:13:24,375 --> 00:13:27,166
And once we leave,
it will be as if
252
00:13:27,166 --> 00:13:29,458
we had never been here at all.
253
00:13:29,458 --> 00:13:32,458
The Beyonder decided
that Spider-Men
254
00:13:32,458 --> 00:13:34,833
from other realities would have
255
00:13:34,833 --> 00:13:36,875
to find a way to stop this one.
256
00:13:36,875 --> 00:13:40,708
In other words,
only he could stop himself.
257
00:13:40,708 --> 00:13:42,958
My companion Madame Web traveled
258
00:13:42,958 --> 00:13:46,291
to your dimensions to
prepare you for this task.
259
00:13:46,291 --> 00:13:49,875
You were all tested,
but only one of you
260
00:13:49,875 --> 00:13:54,708
proved worthy to be
the leader of this team. You.
261
00:13:54,708 --> 00:13:55,750
Me?
262
00:13:55,750 --> 00:13:57,583
Yes, you.
263
00:13:57,583 --> 00:13:59,250
I object!
I think I should be the--
264
00:13:59,250 --> 00:14:02,208
Silence!
We took you to our dimension,
265
00:14:02,208 --> 00:14:05,083
and created the Secret War
to test you,
266
00:14:05,083 --> 00:14:06,500
and see if we were right.
267
00:14:07,083 --> 00:14:08,375
Behold!
268
00:14:17,000 --> 00:14:18,708
Spider-Man! Get out of here!
269
00:14:18,708 --> 00:14:21,708
No! We have to get the
Lizard back! He's my friend!
270
00:14:21,708 --> 00:14:24,750
We've gotta help the rebels!
The robots are pounding them!
271
00:14:24,750 --> 00:14:27,000
Hold on, Doom.
We're not your pawns!
272
00:14:27,000 --> 00:14:28,750
You can't possibly control the
273
00:14:28,750 --> 00:14:30,583
God-like abilities
you've stolen!
274
00:14:30,583 --> 00:14:32,625
You might place us
all in grave danger
275
00:14:32,625 --> 00:14:34,000
if you don't give that power up!
276
00:14:34,000 --> 00:14:35,875
Who amongst you has ever wanted
277
00:14:35,875 --> 00:14:37,750
to give up their super powers?
278
00:14:37,750 --> 00:14:41,125
I have, 'cause I've learned
time and time again,
279
00:14:41,125 --> 00:14:42,708
that with great power,
280
00:14:42,708 --> 00:14:45,625
there must also come
great responsibility.
281
00:14:45,625 --> 00:14:47,291
We were right.
282
00:14:47,291 --> 00:14:49,000
It's up to all of you now,
283
00:14:49,000 --> 00:14:53,000
even my survival depends
on your victory.
284
00:14:53,000 --> 00:14:56,000
So we're here to
fight for all reality.
285
00:14:56,000 --> 00:14:59,000
Okay, Spider-Men,
we don't have much time,
286
00:14:59,000 --> 00:15:00,583
we'd better get going.
287
00:15:00,583 --> 00:15:03,166
What about him?
He doesn't have any powers.
288
00:15:03,166 --> 00:15:05,708
Hey guys,
don't cut me out of this!
289
00:15:05,708 --> 00:15:07,208
This is the adventure
of a lifetime!
290
00:15:07,208 --> 00:15:08,875
No way.
291
00:15:08,875 --> 00:15:11,875
I'm sorry, but he's right,
we can't endanger you.
292
00:15:11,875 --> 00:15:13,750
And I'm sorry
I was angry with you.
293
00:15:13,750 --> 00:15:16,416
Rest assured,
I won't let you down!
294
00:15:16,416 --> 00:15:18,583
All right boys, lets do it!
295
00:15:24,833 --> 00:15:28,000
[Kingpin] Smythe, what is
keeping Spider-Carnage
296
00:15:28,000 --> 00:15:29,750
and those Goblins?
297
00:15:29,750 --> 00:15:32,583
They were due back hours ago.
298
00:15:32,583 --> 00:15:36,000
I warned you not
to trust any of them.
299
00:15:36,000 --> 00:15:39,875
We got delayed. We ran
into another Spider-Man!
300
00:15:39,875 --> 00:15:42,500
What is this all about,
Spider-Carnage?
301
00:15:42,500 --> 00:15:45,625
It's that clone
I told you about!
302
00:15:45,625 --> 00:15:47,833
All that matters is
the few more hours
303
00:15:47,833 --> 00:15:51,875
I need to assemble
my ultimate weapon!
304
00:15:51,875 --> 00:15:56,458
Think of it, we'll use it to
take control of people's minds!
305
00:15:56,458 --> 00:16:00,000
Then, we'll rule
the entire world!
306
00:16:00,000 --> 00:16:03,875
You have secured the final
part that you required?
307
00:16:03,875 --> 00:16:06,875
Of course! My device
will be ready soon.
308
00:16:06,875 --> 00:16:12,625
And then, we'll really get
what we deserve, all of us!
309
00:16:12,625 --> 00:16:15,000
[laughs maniacally]
310
00:16:15,000 --> 00:16:19,375
This device he is building,
is it what he says it is?
311
00:16:19,375 --> 00:16:22,708
I need time to analyze it fully.
312
00:16:22,708 --> 00:16:25,750
Keep an eye on him,
he is a powerful ally,
313
00:16:25,750 --> 00:16:30,458
but he is more evil than
anyone I have ever encountered.
314
00:16:41,750 --> 00:16:43,125
[Armored Spider] I don't get it,
315
00:16:43,125 --> 00:16:44,500
we can swing
through the air, why
316
00:16:44,500 --> 00:16:45,958
are we sneaking
in the front door?
317
00:16:45,958 --> 00:16:48,708
Because, Spider-Carnage
won't expect it,
318
00:16:48,708 --> 00:16:51,333
and that makes him
vulnerable, trust me!
319
00:16:52,958 --> 00:16:55,625
We need to disable the alarm
and observation systems.
320
00:16:55,625 --> 00:16:57,375
No problem, one of my companies
321
00:16:57,375 --> 00:16:59,500
designed security
systems like this.
322
00:16:59,500 --> 00:17:01,458
You own your own companies?
323
00:17:01,458 --> 00:17:04,125
Who do you think built
this armored suit?
324
00:17:04,125 --> 00:17:07,166
In my world I'm
a multi-billionaire, aren't you?
325
00:17:07,166 --> 00:17:09,583
Uh, let's keep moving, okay?
326
00:17:09,583 --> 00:17:11,250
[camera whirrs]
327
00:17:11,250 --> 00:17:13,500
Kingpin! It's Spider-Man!
Five of him!
328
00:17:13,500 --> 00:17:16,458
Five? But I thought
here was only one clone!
329
00:17:18,291 --> 00:17:21,583
It appears our visitors have
disabled the security systems!
330
00:17:23,458 --> 00:17:25,583
Green Goblin, Hobgoblin,
331
00:17:25,583 --> 00:17:28,208
we are under attack from inside!
332
00:17:28,208 --> 00:17:30,291
A laser built right
into your armor?
333
00:17:30,291 --> 00:17:32,708
It's my own design,
I only wish I was able to
334
00:17:32,708 --> 00:17:35,416
bring my giant Spider-Robot
on this mission with us.
335
00:17:35,416 --> 00:17:38,208
Did he say his
"Giant Spider-Robot"?
336
00:17:45,375 --> 00:17:46,833
[screams]
337
00:17:46,833 --> 00:17:48,375
[Hobgoblin laughs]
338
00:17:57,333 --> 00:17:59,458
Nice, what do you
call that stuff?
339
00:17:59,458 --> 00:18:00,583
Impact webbing.
340
00:18:00,583 --> 00:18:02,500
Why didn't I think of that?
341
00:18:06,291 --> 00:18:07,708
Gotcha!
342
00:18:07,708 --> 00:18:09,875
[Hobgoblin] Maybe,
but can you keep me?
343
00:18:10,625 --> 00:18:12,875
Ha!
344
00:18:12,875 --> 00:18:14,833
A gas missile will
take care of him!
345
00:18:14,833 --> 00:18:16,125
No, wait!
346
00:18:18,458 --> 00:18:20,708
Why did you do that?
What were you thinking?
347
00:18:20,708 --> 00:18:25,166
Hey relax, this'll all
work out, things always do!
348
00:18:25,166 --> 00:18:26,875
[Peter] What a foolhardy nit!
349
00:18:26,875 --> 00:18:30,708
It's as if he doesn't even
consider failure!
350
00:18:32,125 --> 00:18:34,375
You have to be careful,
Beyonder!
351
00:18:34,375 --> 00:18:38,375
I must help them even
if it means the end of me!
352
00:18:38,375 --> 00:18:40,000
Hurry! Thanks to the Hobgoblin's
353
00:18:40,000 --> 00:18:41,875
bungling, we don't
have much time!
354
00:18:41,875 --> 00:18:44,458
If we're cautious enough,
we can bypass them, and--
355
00:18:44,458 --> 00:18:47,083
Sorry, I never shy
away from a fight,
356
00:18:47,083 --> 00:18:49,250
maybe 'cause I never lose!
357
00:18:49,250 --> 00:18:50,625
Hey, wait!
358
00:18:52,291 --> 00:18:53,583
Come on!
359
00:18:53,583 --> 00:18:55,000
Impetuous, isn't he?
360
00:18:55,000 --> 00:18:56,458
Try obnoxious.
361
00:19:10,833 --> 00:19:14,000
These look like sonic grenades,
they'll come in handy!
362
00:19:15,083 --> 00:19:16,375
[screams]
363
00:19:17,166 --> 00:19:19,000
This is too easy!
364
00:19:20,875 --> 00:19:23,458
A paralyzer ray! I can't move!
365
00:19:32,250 --> 00:19:33,458
Ha!
366
00:19:35,375 --> 00:19:37,333
[Goblin yells]
367
00:19:41,208 --> 00:19:43,291
Hey! Stop! No!
368
00:19:49,625 --> 00:19:51,583
Gentlemen, stop right there!
369
00:19:51,583 --> 00:19:55,458
You were right, the clones
do seem to be multiplying!
370
00:19:55,458 --> 00:19:56,708
Stop them!
371
00:20:15,333 --> 00:20:16,875
[groans]
372
00:20:16,875 --> 00:20:19,416
Three more sonic grenades
should do the trick!
373
00:20:19,416 --> 00:20:20,583
[groans]
374
00:20:20,583 --> 00:20:22,208
No!
375
00:20:22,208 --> 00:20:26,375
My mutation disease!
It's flaring up! Not now!
376
00:20:26,375 --> 00:20:29,875
Lets use this distraction
to get out of here!
377
00:20:29,875 --> 00:20:31,416
What's happened to him?
378
00:20:31,416 --> 00:20:33,166
He's mutated into a Man-Spider!
379
00:20:33,166 --> 00:20:36,375
I've been through this.
We're in trouble!
380
00:20:36,375 --> 00:20:38,250
[roars]
381
00:20:45,166 --> 00:20:47,375
[theme music playing]
382
00:20:49,750 --> 00:20:53,458
♪ Spider-Man, Spider-Man ♪
383
00:20:53,458 --> 00:20:57,291
♪ Radioactive Spider-Man ♪
384
00:21:05,708 --> 00:21:07,625
♪ Spider blood, spider blood ♪
385
00:21:07,625 --> 00:21:09,625
♪ Radioactive spider blood ♪
386
00:21:09,625 --> 00:21:11,875
♪ Spider blood, spider blood ♪
387
00:21:11,875 --> 00:21:13,583
♪ Spider-Man ♪
28423
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