1
00:00:02,937 --> 00:00:04,804
[Theme Music Playing]

2
00:00:10,761 --> 00:00:12,695
<I> d Spider-Man,</I>
<I> Spider-Man d</I>

3
00:00:12,763 --> 00:00:15,047
<I> d Does Whatever</I> <I> A Spider Can d</I>

4
00:00:15,116 --> 00:00:17,384
<I> d Spins A Web Any Size d</I>

5
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<I> d Catches Thieves</I> <I> Just Like Flies d</I>

6
00:00:19,270 --> 00:00:23,806
<I> d Look Out, Here Comes</I> <I> The Spider-Man d</I>

7
00:00:23,874 --> 00:00:26,375
<I> d Is He Strong?</I>
<I> Listen, Bud d</I>

8
00:00:26,444 --> 00:00:28,377
<I> d He's Got</I> <I> Radioactive Blood d</I>

9
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<I> d Can He Swing</I> <I> From A Thread? d</I>

10
00:00:30,782 --> 00:00:32,731
<I> d Take A Look Overhead d</I>

11
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<I> d Hey There,</I> <I> There Goes The Spider-Man d</I>

12
00:00:36,955 --> 00:00:39,088
<I> d In The Chill Of Night d</I>

13
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<I> d At The Scene</I>
<I> Of A Crime d</I>

14
00:00:41,459 --> 00:00:43,859
<I> d Like A Streak</I>
<I> Of Light d</I>

15
00:00:43,928 --> 00:00:46,079
<I> d He Arrives Just In Time d</I>

16
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<I> d Spider-Man, Spider-Man d</I>

17
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<I> d Friendly Neighborhood</I> <I> Spider-Man d</I>

18
00:00:51,085 --> 00:00:53,420
<I> d Wealth And Fame</I> <I> He's Ignored d</I>

19
00:00:53,488 --> 00:00:55,405
<I> d Action Is His Reward d</I>

20
00:00:55,473 --> 00:00:59,058
<I> d To Him, Life Is</I> <I> A Great Big Bang-Up d</I>

21
00:00:59,127 --> 00:01:01,443
<I> d Wherever There's A Hang-Up d</I>

22
00:01:01,513 --> 00:01:04,614
<I> d You'll Find</I> <I> The Spider-Man d</I>

23
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[Go-Go Music Playing]

24
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[Music Stops]

25
00:02:26,947 --> 00:02:28,314
[Applause]

26
00:02:31,952 --> 00:02:35,188
Well, If It Isn't Pete Parker, Boy Scientist.

27
00:02:35,256 --> 00:02:36,789
Come On, Pete.
Swing A Little.

28
00:02:36,858 --> 00:02:38,775
Hello, Rodney, Sonia. What's Up?

29
00:02:38,843 --> 00:02:41,010
You're Not,
That's For Sure.

30
00:02:41,079 --> 00:02:42,445
You Look Lower

31
00:02:42,513 --> 00:02:43,846
Than The Frogs In The Bio Class.

32
00:02:43,915 --> 00:02:45,181
<I> Cheer Up, Pete-O.</I>

33
00:02:45,250 --> 00:02:46,683
Ask Me To Dance.

34
00:02:46,751 --> 00:02:48,968
No, Thanks, Sonia. I'm Not In The Mood.

35
00:02:49,036 --> 00:02:51,137
I'd Rather
Sit Here And--

36
00:02:51,206 --> 00:02:53,455
Read About Proton Devices When The World

37
00:02:53,524 --> 00:02:54,957
<I> Is Full</I>
<I> Of Beautiful Chicks.</I>

38
00:02:55,026 --> 00:02:57,026
Pete, You Have
A Lot To Learn.

39
00:02:57,095 --> 00:02:58,577
That Test
Is Important.

40
00:02:58,646 --> 00:03:00,796
Science
Is Important.

41
00:03:00,865 --> 00:03:02,332
<I> Why, Without</I> <I> Scientific Knowledge--</I>

42
00:03:02,400 --> 00:03:04,350
You'd Be Dancing And Digging It.

43
00:03:04,419 --> 00:03:06,169
Let's Go, Baby. If Pete Wants To Read,

44
00:03:06,237 --> 00:03:07,787
Who Are We To Stop Him?

45
00:03:07,856 --> 00:03:10,072
Science Is Important.

46
00:03:10,141 --> 00:03:12,841
I Overheard What You Said Before About Science.

47
00:03:12,910 --> 00:03:15,861
I Agree With You. Can I Sit Down?

48
00:03:15,930 --> 00:03:17,546
Why, Sure.

49
00:03:17,615 --> 00:03:20,182
My Spider Sense...Tingling.

50
00:03:20,251 --> 00:03:21,900
She's Beautiful!

51
00:03:21,969 --> 00:03:23,870
My Name's Carol.
Who Are You?

52
00:03:23,939 --> 00:03:25,154
I'm Spi--

53
00:03:25,222 --> 00:03:26,873
Uh, Peter Parker.

54
00:03:26,941 --> 00:03:29,225
You Don't Go To Central High, Do You?

55
00:03:29,293 --> 00:03:31,243
I've Never Seen You Here Before.

56
00:03:31,312 --> 00:03:33,462
No. I'm New
To The Scene.

57
00:03:33,531 --> 00:03:35,865
I Just Moved
To The City.

58
00:03:35,933 --> 00:03:38,217
Perhaps You Can
Show Me Around.

59
00:03:38,286 --> 00:03:42,371
Sure. Say, Would You Like To Dance?

60
00:03:42,439 --> 00:03:44,306
<I> I'd Love To, Peter.</I>

61
00:03:46,827 --> 00:03:50,146
Wow! You Can Dance! I'm Exhausted.

62
00:03:50,215 --> 00:03:52,048
That Was Fun.

63
00:03:52,116 --> 00:03:53,549
Would You Like
A Malted?

64
00:03:53,618 --> 00:03:55,617
Love One. I--Oh!

65
00:03:55,686 --> 00:03:57,787
<I> It's 11:00.</I> <I> I've Got To Run, Peter.</I>

66
00:03:57,855 --> 00:03:59,405
Nuts. Can I
See You Tomorrow?

67
00:03:59,474 --> 00:04:01,007
Will You Be Here?

68
00:04:01,076 --> 00:04:03,009
Yes, Tomorrow. I've Got To Leave.

69
00:04:03,078 --> 00:04:04,443
See You.

70
00:04:06,063 --> 00:04:07,496
Feel Like Swinging.

71
00:04:07,565 --> 00:04:10,115
Gonna See Carol
Tomorrow.

72
00:04:38,329 --> 00:04:40,646
Ah, Life Is Good.

73
00:04:40,714 --> 00:04:42,315
The World's
A Beautiful Place.

74
00:04:42,384 --> 00:04:43,833
If Only
Every Night Was--

75
00:04:43,901 --> 00:04:45,918
Say, What's Going On Down There?

76
00:04:48,272 --> 00:04:49,705
Robbery!

77
00:04:49,774 --> 00:04:51,974
Good. Maybe I Can Work Off Some Of This Excess Energy.

78
00:04:57,799 --> 00:05:00,399
Spider-Man!

79
00:05:00,468 --> 00:05:01,901
It's Carol!

80
00:05:01,969 --> 00:05:04,653
But Whatever She's Doing, Got To Stop Her.

81
00:05:09,928 --> 00:05:11,243
Hey, You Can't
Do That.

82
00:05:11,312 --> 00:05:12,562
I'm The Only
One With--

83
00:05:18,569 --> 00:05:21,236
<I> Carol: I'm Sorry,</I> <I> Spider-Man, But--</I>

84
00:05:21,305 --> 00:05:23,873
She's Got Spider Powers, Like Me!

85
00:05:25,827 --> 00:05:28,210
The Webbing Will Dissolve In A Little While.

86
00:05:28,279 --> 00:05:30,112
Bye, Spidey.

87
00:05:39,240 --> 00:05:42,541
That Chick Has A Lot Of Explaining To Do Tomorrow.

88
00:05:42,610 --> 00:05:44,126
That Little--

89
00:05:44,195 --> 00:05:46,379
Unh!

90
00:05:48,432 --> 00:05:52,317
Nothing I Can Do But Wait For It To Dissolve.

91
00:05:57,958 --> 00:05:59,825
[Go-Go Music Playing]

92
00:06:50,361 --> 00:06:52,361
She Should Be Here Any Time Now.

93
00:06:52,429 --> 00:06:54,947
She Better Have A Good Story For Me.

94
00:06:55,015 --> 00:06:57,516
It's Not Every Girl Who Can Tie Me Up Like This.

95
00:06:57,585 --> 00:07:00,102
Lucky She Doesn't Know I'm Spider-Man.

96
00:07:00,170 --> 00:07:02,188
But Where Did
She Come From?

97
00:07:02,257 --> 00:07:04,290
How Did She
Get Her Powers?

98
00:07:04,359 --> 00:07:07,560
Ha Ha. Took Me 2 Hours To Get Free.

99
00:07:07,629 --> 00:07:09,412
<I> Ha Ha Ha.</I>

100
00:07:12,233 --> 00:07:16,135
I...I Guess She's Not Going To Show.

101
00:07:16,204 --> 00:07:18,337
I Might As Well Split, Maybe Swing A Little.

102
00:07:18,406 --> 00:07:20,273
It Doesn't Really Matter.

103
00:07:34,188 --> 00:07:36,105
Don't Really Feel Like Swinging Tonight.

104
00:07:36,173 --> 00:07:37,856
No Use Kidding Myself.

105
00:07:37,925 --> 00:07:40,209
A Girl
With Spider Powers!

106
00:07:40,278 --> 00:07:42,361
Probably Never
Find Her Again.

107
00:07:42,430 --> 00:07:45,231
One More Patrol, Then I Head Home.

108
00:07:45,300 --> 00:07:47,366
Try The Warehouse District.

109
00:07:47,435 --> 00:07:49,285
Maybe She's
Out Tonight, Too.

110
00:07:49,354 --> 00:07:50,803
<I> Ha Ha Ha.</I>

111
00:08:06,703 --> 00:08:09,638
My Spider Sense... Beginning To Go Off.

112
00:08:09,724 --> 00:08:11,824
Going Up...
Higher, Higher.

113
00:08:11,893 --> 00:08:14,010
Not Dangerous, But--

114
00:08:14,078 --> 00:08:15,194
Carol!

115
00:08:19,834 --> 00:08:21,183
<I> Spider-Man: Carol!</I>

116
00:08:21,252 --> 00:08:22,101
Peter!

117
00:08:27,625 --> 00:08:28,858
She Knew My Name.

118
00:08:28,926 --> 00:08:31,360
<I> Carol, Wait!</I>

119
00:08:31,428 --> 00:08:32,744
Got To Stop Her.

120
00:08:52,917 --> 00:08:54,549
Aah!

121
00:08:56,086 --> 00:08:57,737
[Crash]

122
00:08:57,805 --> 00:08:59,872
Put Me Down!
Put Me Down!

123
00:08:59,941 --> 00:09:01,240
Let Go!

124
00:09:03,361 --> 00:09:05,310
There. That
Should Hold You.

125
00:09:05,380 --> 00:09:07,145
You're Lucky I Don't Web You Up, Too,

126
00:09:07,214 --> 00:09:08,547
Just To Even The Score.

127
00:09:08,616 --> 00:09:10,032
Peter, Let Me Go.

128
00:09:10,117 --> 00:09:11,550
That Equipment--
Smashed.

129
00:09:11,619 --> 00:09:13,018
I Haven't Time.

130
00:09:13,087 --> 00:09:16,222
Oh, No. Now I've Got You, I'm Not Letting You Go.

131
00:09:16,290 --> 00:09:18,140
But How Do You
Know I'm Peter--

132
00:09:18,208 --> 00:09:19,675
I Mean, What
Makes You Think--

133
00:09:19,743 --> 00:09:21,310
I Have Spider Sense, Too, You Know.

134
00:09:21,379 --> 00:09:22,811
It Started Tingling

135
00:09:22,880 --> 00:09:24,480
When I Met You In The Malt Shop.

136
00:09:24,549 --> 00:09:26,482
That's How We Recognize One Another.

137
00:09:26,550 --> 00:09:28,000
"That's How We--"

138
00:09:28,068 --> 00:09:29,368
You Mean There Are Other--

139
00:09:43,952 --> 00:09:45,267
They Freed Her.

140
00:09:57,748 --> 00:10:00,516
What?
More Spider-Men?

141
00:10:00,585 --> 00:10:02,969
Carol's Friends...

142
00:10:03,037 --> 00:10:04,470
<I> After Me!</I>

143
00:10:17,151 --> 00:10:20,135
Get Him.
Stop Him. Stop Him!

144
00:10:24,975 --> 00:10:26,541
Never Mind
Spider-Man Now.

145
00:10:26,610 --> 00:10:28,310
<I> Release The Sphere.</I>

146
00:10:32,232 --> 00:10:33,966
Watch Out! Above You!

147
00:10:50,134 --> 00:10:51,767
Carol Warned Them. They're Getting Away.

148
00:10:51,836 --> 00:10:53,919
Carol Betrayed Me.

149
00:10:53,988 --> 00:10:55,837
Must Stop Them!

150
00:11:10,004 --> 00:11:12,487
Carol Betrayed Me. Must Stop Them!

151
00:11:58,302 --> 00:11:59,568
[Panting]

152
00:11:59,636 --> 00:12:03,389
I Must Have Chased Them Across Half The United States.

153
00:12:03,457 --> 00:12:06,675
Got To Keep Going, No Matter What.

154
00:12:06,743 --> 00:12:08,277
Must Follow.

155
00:12:18,288 --> 00:12:21,489
He Is Gaining. We've Got To Stop Him.

156
00:12:24,127 --> 00:12:26,679
Uh-Oh. Something's
Going On.

157
00:12:26,747 --> 00:12:28,863
Spider Sense Tingling.

158
00:12:28,932 --> 00:12:30,649
Better Be Careful.

159
00:12:41,712 --> 00:12:44,179
Great Spiders! A...

160
00:12:44,248 --> 00:12:45,664
A Great Spider!

161
00:12:58,863 --> 00:13:01,647
I'm Not Sticking Around, But It Will.

162
00:13:01,715 --> 00:13:03,299
Got To Catch Up With The Sphere.

163
00:13:03,367 --> 00:13:05,183
It Disappeared Down That Side Tunnel.

164
00:13:21,602 --> 00:13:24,803
Oh, Wow!
I Don't Believe It!

165
00:13:51,965 --> 00:13:53,899
Greetings,
Spider-Man.

166
00:13:53,968 --> 00:13:55,734
You Should Not
Have Come.

167
00:13:55,802 --> 00:13:57,903
My Daughter
Has Told Me Of You.

168
00:13:57,972 --> 00:14:00,639
You Were Warned, But You Disobeyed.

169
00:14:00,708 --> 00:14:03,074
Don't Give Me That. I Had To Follow.

170
00:14:03,143 --> 00:14:06,195
You Tried To Web Me. Carol Was Breaking The Law.

171
00:14:06,263 --> 00:14:09,114
She Knew My Identity. I Couldn't Let You Go.

172
00:14:09,183 --> 00:14:11,900
Oh, Spidey, It Was For Your Own Good.

173
00:14:11,969 --> 00:14:13,185
I Don't Believe It.

174
00:14:13,254 --> 00:14:15,904
What Is This Place, Anyway? Who Are You?

175
00:14:15,973 --> 00:14:18,557
I Am The Leader Of This Civilization.

176
00:14:18,625 --> 00:14:20,608
You Want Answers? Here They Are.

177
00:14:20,677 --> 00:14:23,045
<I> We Came</I>
<I> From A Distant Star.</I>

178
00:14:23,113 --> 00:14:25,364
Our Ship Crashed On This Planet.

179
00:14:25,433 --> 00:14:27,316
We Went Underground,

180
00:14:27,401 --> 00:14:28,868
Built These Caves.

181
00:14:28,936 --> 00:14:30,869
We Have Waited
A Long Time.

182
00:14:30,938 --> 00:14:34,005
Waited? For What? To Take Over The Earth?

183
00:14:34,074 --> 00:14:35,857
No. We Are Forbidden By Our Rules

184
00:14:35,926 --> 00:14:37,543
To Influence In Any Way

185
00:14:37,611 --> 00:14:39,211
The Civilization Of Other Planets.

186
00:14:39,280 --> 00:14:41,614
We Wait
To Be Rescued.

187
00:14:41,682 --> 00:14:43,882
And In 2 Hours,
We Will Be.

188
00:14:43,951 --> 00:14:46,952
A Ray Will Come Down, Transporting Us Home, Peter.

189
00:14:47,020 --> 00:14:50,872
I See. But Why Didn't You Want Me Following You?

190
00:14:50,941 --> 00:14:52,774
Look At That
Televiser Screen.

191
00:14:52,843 --> 00:14:54,876
<I> That Is</I>
<I> The Proton Device</I>

192
00:14:54,945 --> 00:14:56,729
<I> Your Scientists</I>
<I> Have Built.</I>

193
00:14:56,797 --> 00:14:59,397
<I> It Is Designed</I>
<I> To Excavate,</I>

194
00:14:59,466 --> 00:15:01,833
<I> To Split And Crack</I> <I> The Ground,</I>

195
00:15:01,903 --> 00:15:03,835
<I> And We Are</I>
<I> Underground.</I>

196
00:15:03,905 --> 00:15:05,321
<I> In 2 Hours,</I>

197
00:15:05,389 --> 00:15:07,505
<I> The Proton Device</I> <I> Will Go Off.</I>

198
00:15:07,575 --> 00:15:10,058
Oh, No. But Can
It Be Stopped?

199
00:15:10,127 --> 00:15:12,978
I Was Trying To Steal Electrical Equipment

200
00:15:13,047 --> 00:15:15,664
<I> So We Could Stop It</I> <I> By Remote Control From Here.</I>

201
00:15:15,733 --> 00:15:17,833
We Can't Go Near It
Ourselves.

202
00:15:17,901 --> 00:15:19,902
As It Is, It Is Very Dangerous To Us.

203
00:15:19,970 --> 00:15:23,922
We Are Susceptible To Proton Rays Of Any Sort.

204
00:15:23,991 --> 00:15:25,457
The Device Will Go Off

205
00:15:25,525 --> 00:15:27,592
Just Before The Ray Comes Down To Save Us.

206
00:15:27,661 --> 00:15:31,330
It Is Too Late To Do Anything But Wait.

207
00:15:31,398 --> 00:15:33,966
We Didn't Want You To Be Here When It Happened.

208
00:15:34,034 --> 00:15:36,585
But...But Can You
Do Anything?

209
00:15:36,654 --> 00:15:39,288
There Is
No Chance, Peter.

210
00:15:43,444 --> 00:15:45,877
My Daughter Tells The Unfortunate Truth.

211
00:15:45,946 --> 00:15:48,313
But Now It Is Too Late.

212
00:15:56,957 --> 00:15:59,875
We Thought We Could Transport This Box

213
00:15:59,943 --> 00:16:02,310
To The Device By Using Remote Control.

214
00:16:02,379 --> 00:16:04,312
All It Has To Do
Is Touch It.

215
00:16:04,381 --> 00:16:06,314
It Will Alter The Proton Device,

216
00:16:06,383 --> 00:16:08,000
Make It Weaker.

217
00:16:08,068 --> 00:16:11,002
But We Cannot Complete Our Transporter,

218
00:16:11,071 --> 00:16:12,937
And We Can't Get To The Proton Device.

219
00:16:13,006 --> 00:16:14,689
But I Can.

220
00:16:14,758 --> 00:16:17,075
I Can Bring The Black Box Over There Myself.

221
00:16:17,144 --> 00:16:19,677
You Cannot Leave. The Rules Won't Allow It.

222
00:16:19,746 --> 00:16:22,397
And The Mutant Spider Is Loose In The Caves.

223
00:16:22,466 --> 00:16:23,682
It Would Destroy You!

224
00:16:23,750 --> 00:16:26,401
I've Got To Try. I Was Wrong About You,

225
00:16:26,470 --> 00:16:28,336
And It Was My Mistake In Stopping Carol

226
00:16:28,405 --> 00:16:29,638
That Put You
In This Trouble.

227
00:16:29,706 --> 00:16:30,738
I've Got To Try.

228
00:16:30,807 --> 00:16:32,858
You Cannot Leave! According To The Rules,

229
00:16:32,926 --> 00:16:34,343
Strangers
Are Forbidden To Go!

230
00:16:34,411 --> 00:16:35,693
Blast Your Rule!

231
00:16:45,105 --> 00:16:47,456
Guards, Stop Him!
The Rules!

232
00:16:59,503 --> 00:17:01,202
Got To Get
To The Cave Opening

233
00:17:01,271 --> 00:17:03,071
Long Enough For Me To Get Through.

234
00:17:03,140 --> 00:17:04,439
<I> And Now For--</I>

235
00:17:04,508 --> 00:17:08,060
Oh, No. The Spider.

236
00:17:08,128 --> 00:17:10,795
Got To Stop It. But How Much Time?

237
00:17:10,865 --> 00:17:13,148
How Much Time Before The Device Goes Off?

238
00:17:44,348 --> 00:17:46,682
What? Why, He Saved Me.

239
00:17:53,006 --> 00:17:54,422
Get To The Bomb.

240
00:17:54,491 --> 00:17:56,091
The Rules, They Don't Apply To You.

241
00:17:56,160 --> 00:17:58,010
You're A Stranger. It's All Right.

242
00:17:58,078 --> 00:18:00,578
We Dissolved Your Webbing At The Tunnel Entrance.

243
00:18:00,647 --> 00:18:02,047
You've Got 3 Minutes.

244
00:18:02,116 --> 00:18:04,266
<I> Hurry, Man! Hurry!</I>

245
00:18:18,899 --> 00:18:20,415
2 Minutes.

246
00:18:43,540 --> 00:18:44,606
Got To Get Away.

247
00:19:22,713 --> 00:19:24,412
They Made It!

248
00:19:24,481 --> 00:19:26,081
The Proton Device Didn't Go Off,

249
00:19:26,149 --> 00:19:27,615
And The City
Was Saved.

250
00:19:27,684 --> 00:19:31,820
Ah...I Wonder If I'll Ever See Them Again.

251
00:19:31,889 --> 00:19:34,823
I Wonder If I'll Ever See Carol Again.

252
00:19:34,892 --> 00:19:36,758
[Go-Go Music Playing]

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No, It Was Successful.

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[Theme Music Playing]

255
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<I> d Spider-Man,</I>
<I> Spider-Man d</I>

256
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<I> d Does Whatever</I> <I> A Spider Can d</I>

257
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<I> d Spins A Web Any Size d</I>

258
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<I> d Catches Thieves</I> <I> Just Like Flies d</I>

259
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<I> d Look Out, Here Comes</I> <I> The Spider-Man d</I>

260
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<I> d Is He Strong?</I>
<I> Listen, Bud d</I>

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<I> d He's Got</I> <I> Radioactive Blood d</I>

262
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<I> d Can He Swing</I> <I> From A Thread? d</I>

263
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<I> d Take A Look Overhead d</I>

264
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<I> d Hey There,</I> <I> There Goes The Spider-Man d</I>

265
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<I> d In The Chill Of Night d</I>

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<I> d At The Scene</I>
<I> Of A Crime d</I>

267
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<I> d Like A Streak</I>
<I> Of Light d</I>

268
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<I> d He Arrives Just In Time d</I>

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<I> d Spider-Man, Spider-Man d</I>

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<I> d Friendly Neighborhood</I> <I> Spider-Man d</I>

271
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<I> d Wealth And Fame</I> <I> He's Ignored d</I>

272
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<I> d Action Is His Reward d</I>

273
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<I> d To Him, Life Is</I> <I> A Great Big Bang-Up d</I>

274
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<I> d Wherever There's A Hang-Up d</I>

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<I> d You'll Find</I> <I> The Spider-Man d</I>

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