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Previously on Spider-Man.

Hey!

I'm losing my spider powers.

Because of Spider-Man, you failed, Kingpin.

With my Insidious Six, Spider-Man is finished!

Greetings from the Kingpin, Chameleon.

A helicopter will land in the main yard.

It will take you to freedom.

Welcome my Insidious Six.

We are sure to defeat Spider-Man.

Can't find a trace of them anywhere.

No bank robberies, no jewel thefts.

No, not again!

I keep losing my powers.

- Can I help you? - Peter collapse on the street.

Good heavens. Take me to him.

Aunt May?

"If you ever want to see your Aunt May again..."

Aunt May.

Oh, you poor dear.

Are you ready for the end,

my pretty?

Are you okay in here, Mrs. Parker?

I'm fine. But is there any news about Peter's condition?

It's serious.

But he's getting good treatment from Dr. Octavius and his people.

Time to take your medicine, you flying fool.

And my shock therapy's just what the doctor ordered.

If I thought it would bring back my spider powers, I'd be tempted.

But since the attending physician is Doc Oct, I'd better steer clear.

My holo-cubes!

I told you to store them somewhere else.

Lucky for me, I've a little bit of my spider agility left.

Mysterio's virtual reality technology. Amazing.

What is wrong with you, Spider-Man?

Why do you hide behind these silly tricks?

Why do you not fight us?

For one simple reason.

Without my powers, I'm as phoney as this jungle.

Still got to avoid the wild animals though.

And that includes rhinos!

Scorpions!

And especially octopii.

What a disappointment.

I had wanted a much tougher battle.

And I want are my powers back so I can rescue Aunt May.

Gentlemen, I must congratulate you.

You've justified my faith in your combined abilities.

Kingpin, Silvermane is on line two.

Kingpin, the crime lords have been patient,

but your failure to squash Spider-Man,

forces me to act on their behalf.

Alistair, patch our friend, Silvermane,

into the video from the warehouse.

What's this? You've actually caught the vermin?

You see it with your own eyes,

assuming they have not failed you yet, old man.

It seems that congratulations are in order.

The crime lords will be please to learn that you've fulfil their request.

I captured Spider-Man not at anyone's request,

but because he is my enemy,

and I always eliminate my enemies.

It is time to proceed. Unmask him.

Doctor, the honors are yours.

No!

Spider-Man is Peter Parker?

Well. So Peter Parker is the face behind this Spider-Man's mask.

Yes, it all makes sense now.

I've lost. Even worse, I failed Aunt May.

I say we destroy him now.

Your mind is as empty as that fish-bowl you're covered with.

Can you not see the truth?

- He is not Spider-Man. - I'm not?

Think of his miserable performance here tonight.

The last time I fought Spider-Man

he was formidable, powerful,

agile, almost invincible.

This time, he was ridiculous.

Wait a minute, I get it.

You couldn't find the real Spider-Man,

so you put on a cheap Halloween costume.

Right. Sure can't trick you guys.

What do you take us for? Fools?

I'm shocked, and you're gonna be too.

What you ruined my blast for?

I did not want you to hurt the lad, Shocker.

I only wish all my students were as resourceful.

Thanks, I guess.

The truth is, Parker, if you are really concerned about your aunt's safety,

- You can guarantee it by leading us... - To the real spider-man?

You always were a fast learner.

It seems my congratulations were premature, Kingpin.

We crime lords asked you to destroy Spider-Man,

and instead, you kidnapped an old lady

and strong-armed her weak nephew.

Pathetic. To think I used to admire you.

Hammerhead, Kingpin has failed.

The time to take him down, is now.

We got the firepower. Kingpin don't stand a chance.

The crime lords are going to hit me,

but I will hit them first.

And thanks to my Insidious Six,

I will hit them harder.

Now pay attention, all of you.

Wish I know who they're listening to on those headsets.

Who's their leader? And what does he have in store for me?

- Aunt May. - Oh Peter, I've been so worried.

- Doctor says I had a virus. - Don't worry, ma'am.

With Dr. Octavius, your nephew is in the very best of hands.

Yeah, all six of 'em.

I do not want you to worry anymore.

I will call a cab to take you home.

Leave him to us, and he will be fine.

Don't worry Aunt May. Just go home.

I can't, not without doing this first.

- Stay healthy. - I'll do my best.

Huh. I thought she'd never leave.

Now remember Parker, if you don't lead us to Spider-Man,

we'll go after her again.

This time she'll need the hospital bed.

OCTAVIUS CLINIC.

Hey buddy, where do you think you're going?

- Anywhere I want, punk. - Oh, Mr. Hammerhead, sir.

I didn't realize it was you.

Hammerhead, what are you doing here? What's going on?

Fatman beat us to the punch. We got to get you out of here fast!

Security alert. All the floors!

We're under attack!

And now it's time to pay the piper.

Go, go, go!

- Silvermane. - Your hide belongs to us.

We got an armored car in the basement.

Thank you for the assistance, Hammerhead.

Hey! I thought you said we were going to the basement.

You also thought you were a match for Kingpin.

On both counts, you were wrong.

This is the Chameleon. I've got him.

Thank goodness you escaped, sir.

No thanks to your incompetence.

Get the word to the others.

The attack on crime central is off.

Kingpin is too powerful.

Now, get out of my sight, you useless dunderheads.

Yes sir!

Ah, Silvermane. So glad you could join us.

- Coats, gentlemen? - No thanks. I already got one.

And thankfully, it will keep this costume hidden.

I'm only gonna get one chance to trick these guys into letting me escape.

And I got to make it count.

What time do you usually meet with Spider-Man?

Midnight. On the roof.

Why here? Why this roof?

Well, it's big. He can see if I'm alone or not.

He doesn't really trust me.

Why does he meet with you at all?

I think he likes to see his picture in the paper.

He needs all the PR he can get, right?

All set.

Since my number one student says Spider-Man is due at midnight,

it's time I gave myself some elbow room.

You really think he's going to show up,

with the six of you standing around like lawn furniture?

Thanks to my technology, we get the drop on him.

Thanks to your technology, I'll get the drop on you, laughing boy.

What the...? What's that?

Get up, you neanderthals.

He must have gotten a hold of one of my holo-cubes.

No one makes a fool out of the Rhino.

Luckily, I don't have to. These holo-cubes can do the job for me.

Time to give an award winning performance.

Look out, Spider-Man! It's an ambush!

Shut up.

Shocker's blast should have creamed me. But it didn't.

Can only mean one thing.

My spider powers must be returning.

Oops. But they're not back 100%.

Hey fly eater, what happened to the kid?

Did he go splat or what?

I took care of that snitch Parker.

And now, I'm gonna take care of you.

Right. For starters, I might just drown you in nervous sweat.

The best seats in the city, as promised.

Once you witness Spider-Man's demise,

you will inform your fellow crime lords that I

will be taking over your territory.

Never.

Perhaps a seat even closer to the action will change your mind.

- Help. - Hey! Who's the old man?

Someone else who was injudicious enough to have crossed us.

Please, help me.

I hadn't realize we were fishing for spiders, eh Smythe?

No. What are you doing?

Well, you did asked for help, right?

Silvermane and Spider-Man allies?

Smooth. Just the way I planned it.

Chameleon, Mysterio, Rhino, use the fire escape.

The rest of you, down through the building.

So. Why did you get invited to this little party?

I'm very wealthy.

They said they were holding me for ransom.

You got to hand it to those guys.

They've never met a crime they didn't like.

Stay here till I come back. If I come back.

Got you, web head.

Calm down, Rhino. It's me, the Chameleon.

I'm only looking this way so that I can get close enough to grab the old man.

I wish I could think of brilliant plans like that.

You don't have to.

You can catch Spider-Man and the old man yourself.

Look.

Rhino, you clown.

Your horn just ripped my electro suit.

What's wrong with you?

It wasn't my fault.

Chameleon told me to.

Make a fool out of me, will you?

Think I'm stupid, do you?

Our playmates are busy. Let's go.

My spider sense. It's back.

Oops. Wait here.

What? But! But.. but... uh...

I just have to toss some of the garbage.

No, I'm losing them again.

Come on. Let's get out of here before the six stooges return.

Shocker, get them.

Peek-a-boo!

That stupid Rhino, the rip in my suit.

Water's getting in, I'm gonna blow up!

Whoa. Talk about wearing flashy clothes.

My suit is gone. My beautiful suit.

Blast you all. What's going on out there?

Report. Report!

You know, I've never been one to seek out the spotlight.

Sorry about this.

But if you say "ho, ho, ho", real loud,

there's less chance you'll get stuck.

Tempus fugit. And your time has run out, Spider-Man.

No way I can defeat Doc Oct now.

Wait! Maybe I can get Scorpion to lend me a tail.

It's no good.

We've got to land. I'm heading back to base.

No, no, you can't. I won't let Spider-man defeat me again.

Go back. Go back!

Yowch! Got to hate to see the repair bill on that.

Can't you find anybody co-ordinated to work with?

Scorpion. You malodorous bungler.

People are always doing that.

I hate to be called names.

Scorpion. You're gonna take that abuse from a six-armed freak?

Never.

This is my cue to skidoo.

Scorpion. You have made a big mistake of making me angry!

Blessed are the peacemakers.

Oh, sorry, children. I only bring presents on Christmas.

- Good! You're all right. - Thank you, Spider-Man.

Not only did you save me many dollars in ransom

but you've enhanced my reputation as well.

Bye, Santa!

Not bad. Aunt May's safe, and I saved a kindly sweet old man too.

He must be annihilated.

Kingpin's nothing but a plague upon the city of New York.

He must be eradicated!

At last. I can go home like a normal wall crawler and get some sleep.

So, what do we do now?

Kingpin promised the world, but didn't deliver.

He nothing but a bag of hot air.

I'm out of here.

I too feared that there are more verdant pastures to be explored.

No! You can't leave. I command you to stop.

Command this, windbag.

Now, Silvermane will rally the crime lords against you.

You've dug yourself an awfully deep grave this time.

This is only a temporary setback.

In the end, Silvermane will be the one to occupy that grave.

Felicia. I'm really sorry I missed our...

Date? It's okay, Parker.

Maybe we can have dinner tonight?

I'm afraid Felicia's having dinner with me tonight

and for the rest of the week.

Look, we've got to run.

Michael's taking me to a science exhibit.

He makes everything seems so interesting

and he thinks enough of me to show up on time.

Ciao, Parker.

Ya. Sure. Ciao.

Goodbye, Parker.

Unbelievable.

Peter.

Dr. Octavius let me go early.

Oh, bless his heart.

He did such a good job taking care of you.

He did a job on me, alright.

Well, you look pretty good to me.

Mary Jane! Don't tell me you were worried too?

Of course I was worried, Peter. About your aunt.

Stay, tiger.

Come on, Doc. My powers came back and I feel great.

How bad can the test results be?

This bad. The mutagenic factor in your blood

has undergone another transformation.

Did you say mutagenic, as in mutant?

I'm afraid that's right.

As near as I can figure

whatever turned you into Spider-Man

was not a one time process.

It was just the beginning.

The beginning? Of what?

You're still changing and it's accelerating.

So while I can't tell you exactly what your DNA is transforming you into,

one thing is already clear.

It won't be human.