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WWW.MY-SUBS.CO

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- Are you afraid?
- No!

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You will be, Spider-Man.
You will be.

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Soon, you will face your
greatest challenge in life.

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Look into my eyes.

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No! My limbs are going rigid.

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I'm paralyzed!

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Madame Web has
lured me into a trap!

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This is the one?

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This fragile being?

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I have grave reservations
that he can succeed.

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Nevertheless, he is the one.

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He alone can make the difference

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between existence and destruction.

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I wager that he may surprise you.

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Put him to the test.

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I shall.

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Let us begin.

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( Thunder crashing )

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( Gasping )

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Web. What did you...?

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Greetings, Spider-Man.

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Peter Parker.

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Who... what are you?

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No doubt I startle you.

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Let me assume a
more familiar form.

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Think of me as
one from beyond.

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Call me... the Beyonder.

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My servant, known to you
as Madame Web, and I

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are beings who can
take many forms.

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We have travelled a long way,

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and have seen many curiosities

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but none as perplexing as a
planet we stumbled upon called...

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...Earth.

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Our scrutiny has revealed
much about humans

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that we don't understand.

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The most intriguing are your
concepts of good and evil.

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I felt they warranted further
study and observation.

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You are obviously
an agent for good.

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Therefore, you have been chosen.

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Chosen? For what?

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For the ultimate test
of good against evil.

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Yes.

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I want to know which
one is stronger.

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You're crazy.

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There's no way you can do that.

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Ah, but you are wrong.

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I intend to devise
an experiment.

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Behold.

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A planet somewhere
in the galaxy.

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This planet has found
peace for centuries.

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Their technology has eliminated
hunger, pain and unhappiness.

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These humanoids have
no concept of evil.

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This place is what you Earth
people would call paradise.

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For my test

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I shall introduce evil to
this unsuspecting planet.

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No! Why would you interfere
with these innocent lives?

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I won't let you do it!

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Whoa!

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( Grunting )

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You cannot change this.

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It is already decided.

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Just as we found you,

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we have scoured the
Earth to find those

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who best represent
the evil we require.

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Here we have one
Otto Octavius,

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known to you as Dr. Octopus

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who uses science to
justify evil deeds.

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He is a good first choice.

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In this place, we shall
find another doctor.

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A tyrant who equates
evil with power.

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He is so despised by his people

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that they have hired
assassins to eliminate him.

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Yes, I have use
for this Dr. Doom.

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Now, here's one who deludes
himself into thinking

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that his evil can be dismissed
because he has a just cause.

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He wants to save his father.

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Alistair Smythe!

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Next, I have chosen one
for whom evil is a disease.

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His brain poisoned
by radioactivity.

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Curt Connors!

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No! Leave him out of this.

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He's got a wife and a child!

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It is his alter ego, the
Lizard, that I am after.

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You've got to stop this!

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I desire only one more.

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One whose evil is so strong

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that it has transcended
the boundaries of time.

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The Red Skull.

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Now I will introduce
these examples of villainy

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to our paradise planet.

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But they'll destroy it!

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You mustn't...

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Web, you can't let him do this!

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It's not for me to
choose in this matter.

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Look.

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( Hissing roar )

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( People screaming )

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There. Phase one is complete.

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Now, for phase two.

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I shall accelerate time.

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Time will pass equal to
one of your human years.

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You can do that?!

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The Beyonder can do many things.

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What am I up against here?

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Who is this guy?!

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Look at what has happened.

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The evil ones have used this
planet's advanced technology

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for their own gain

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and used their power
to seize control.

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The result is that

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those beings who originally
inhabited this planet

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have been trampled underfoot.

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You had to wreck an
entire civilization

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to prove that evil is bad?!

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For such a powerful being

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you're a few stars
shy of a galaxy, pal.

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Then you shall have the pleasure

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of making all that is wrong...

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- ...right again.
- What?!

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The Beyonder has chosen you

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as this planet's savior.

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Yes.

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I issue you this challenge.

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Restore this planet
to its rightful owners

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and banish evil
from their presence

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or perish trying.

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An intriguing game,
wouldn't you say?

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But one side has
all of the pieces.

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Which hardly seems fair.

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Therefore I have now infused
this device with power.

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It has just enough energy

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to transport a fixed
number of people

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through time and space.

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You may use this

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to bring a small contingent
of the forces of good

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to this planet.

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A group which you must
then lead into battle.

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This computer contains
a database of heroes,

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as you call them, whom I
have observed on Earth.

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Now, use it and choose
your game pieces wisely

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for your only chance to save
this planet and return home

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is to lead the fight
against evil and win.

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Come back!

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Beyonder!

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This is insanity.

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Great.

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Now I'm some kind of pawn
in a galactic game of chess.

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My only way out of
this is to bring help.

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Not only to save this planet

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but to fight the
Beyonder as well.

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I need to assemble
a team of people

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that I know can
be useful to me.

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Okay.

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Now, who's fought that Dr.
Doom guy before and won?

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Of course!

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Computer, can I transport
to this planet

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the Fantastic Four?

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Affirmative.

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And there's another

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who was a big help to me
against Carnage and Venom.

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My friend, Iron Man.

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Affirmative.

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And there's only one man
who can fight the Red Skull.

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Captain America!

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Affirmative.

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There will only be enough energy

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for one last teleportation.

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There's another team
of superheroes

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that I've worked with before.

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Computer, bring me
one of the X-Men.

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Which one?

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Good question.

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Let's see.

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There was one so powerful

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that she could control
the very weather.

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She might be a suitable match
for the Beyonder's powers.

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Computer, bring me
the one called Storm.

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Affirmative.

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All right.

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Bring everyone that
I've called for now.

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( Thunderous rumbling )

182
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W-what happened?

183
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That's my fault, I guess.

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Spider-Man?

185
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I'm the one who brought you.

186
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Tell us what's going on

187
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or I'm gonna squash you flat.

188
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Stop. I know Spider-Man.

189
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You can trust him.

190
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Hey! Don't wrinkle the
rocks, you rust-bucket!

191
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( Grunting )

192
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Bad move, pal.

193
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That's my friend you
just messed with.

194
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Flame on!

195
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No, Johnny! Stop!

196
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- Hey!
- Hold on, hothead.

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Gotcha!

198
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Reed, let me out!

199
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Everybody calm down.

200
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We've got to figure
out what's going on.

201
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My spider sense.

202
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( Roaring )

203
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You tried to trap me
and keep me in a cage!

204
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I broke free, didn't I?

205
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Now I will destroy you!

206
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( Grunting )

207
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He really means it.

208
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It feels like he's trying
to break me in two!

209
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Just my luck.

210
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Everybody, form a perimeter
around that monster

211
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and we'll attack from all sides.

212
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You can try to surround me

213
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but I will tear you apart.

214
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Move in!

215
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Try to restrain him
now while he's down

216
00:10:30,249 --> 00:10:32,920
but try not to hurt him.

217
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Whoa!

218
00:10:36,588 --> 00:10:39,362
Great! I'm supposed to be
the leader of this group,

219
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but so far all I've got
on my hands is chaos.

220
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Can't... restrain him.

221
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Hold on, big guy!

222
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( Reed yells )

223
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No! Don't hurt him.

224
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It's not his fault.

225
00:10:54,156 --> 00:10:57,155
Hey! Will somebody please
get me out of here?

226
00:10:57,155 --> 00:10:58,975
I don't know, kid.

227
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This is one way of keeping
you out of trouble.

228
00:11:01,867 --> 00:11:05,741
Now, you got some
explaining to do, bug-boy

229
00:11:05,742 --> 00:11:07,759
and we're all ears.

230
00:11:07,760 --> 00:11:08,786
No problem.

231
00:11:08,786 --> 00:11:10,754
I'm not sure I understand
it all myself,

232
00:11:10,754 --> 00:11:11,838
but here's what I know.

233
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There's this intergalactic
entity named the Beyonder

234
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and he wants to
see who would win

235
00:11:16,826 --> 00:11:19,689
in a battle of
good against evil.

236
00:11:23,260 --> 00:11:24,264
And that's it.

237
00:11:24,265 --> 00:11:25,532
I'm supposed to lead you

238
00:11:25,533 --> 00:11:27,885
against the forces of
evil on this planet.

239
00:11:27,886 --> 00:11:29,534
Millions of lives are at stake.

240
00:11:29,535 --> 00:11:30,720
You have to help me.

241
00:11:30,721 --> 00:11:32,945
I say we forget this place

242
00:11:32,946 --> 00:11:34,622
and figure out how to get home.

243
00:11:34,622 --> 00:11:36,794
The only way the Beyonder
will send us home

244
00:11:36,794 --> 00:11:38,866
is that we free the
people of this planet.

245
00:11:38,867 --> 00:11:41,366
Exactly what planet are we on?

246
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I don't know.

247
00:11:42,056 --> 00:11:44,775
And where is this
Beyonder you speak of?

248
00:11:44,776 --> 00:11:45,830
I don't know that either.

249
00:11:45,831 --> 00:11:48,721
The so-called "evil" ones
who've taken over,

250
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why aren't they here?

251
00:11:49,995 --> 00:11:51,876
It is odd that this
place is abandoned.

252
00:11:51,877 --> 00:11:52,918
From what little I can tell,

253
00:11:52,918 --> 00:11:54,959
this is some impressive
equipment,

254
00:11:54,959 --> 00:11:56,059
and whoever was here

255
00:11:56,059 --> 00:11:58,059
even managed to capture
our lizard friend.

256
00:11:58,061 --> 00:12:01,806
If it's true that the villains have
taken over everything of value

257
00:12:01,807 --> 00:12:03,472
why is this place vacant?

258
00:12:03,473 --> 00:12:04,577
Stretch is right.

259
00:12:04,578 --> 00:12:06,218
Something smells.

260
00:12:06,219 --> 00:12:09,306
Who's side is the
web-head really on?

261
00:12:09,307 --> 00:12:11,078
Well, I'm not
waiting to find out.

262
00:12:11,079 --> 00:12:11,964
Flame on!

263
00:12:11,965 --> 00:12:13,570
I say we make you talk.

264
00:12:13,570 --> 00:12:15,638
Maybe I ought to put
you in the hot seat.

265
00:12:15,639 --> 00:12:17,011
Good idea!

266
00:12:17,012 --> 00:12:19,638
And this time, if
he tries to web you

267
00:12:19,639 --> 00:12:21,091
I'll clobber him!

268
00:12:21,092 --> 00:12:22,182
Ben! Johnny!

269
00:12:22,183 --> 00:12:23,668
If you don't back
off, rock-brain,

270
00:12:23,669 --> 00:12:25,536
I'll smash you into
a pile of pebbles.

271
00:12:25,537 --> 00:12:27,054
Boys, boys!

272
00:12:27,055 --> 00:12:29,418
Can't we settle this quietly?

273
00:12:29,419 --> 00:12:31,386
Look, if you don't simmer down,

274
00:12:31,386 --> 00:12:33,953
I'm gonna lose my cool and...

275
00:12:37,816 --> 00:12:39,611
No! We can't let him get away!

276
00:12:39,612 --> 00:12:41,119
He could hurt innocent people.

277
00:12:41,120 --> 00:12:44,014
Come on.
We'd better stop him!

278
00:12:49,449 --> 00:12:52,256
My spider sense
is going bonkers.

279
00:12:53,592 --> 00:12:55,477
Where did he go?

280
00:12:57,231 --> 00:12:58,363
It's him!

281
00:12:58,364 --> 00:13:00,769
But where the heck did he...?

282
00:13:03,237 --> 00:13:04,169
( Roars )

283
00:13:04,170 --> 00:13:05,788
Oh, boy!

284
00:13:07,819 --> 00:13:09,207
Giant worms!

285
00:13:09,208 --> 00:13:11,158
They're all over the place.

286
00:13:12,407 --> 00:13:14,680
No! Unbelievable!

287
00:13:14,681 --> 00:13:17,080
We have to get back to the lab.

288
00:13:17,081 --> 00:13:18,710
( Roars )

289
00:13:26,710 --> 00:13:28,160
( Both grunt )

290
00:13:34,037 --> 00:13:35,729
This thing's got its own armor.

291
00:13:35,730 --> 00:13:38,423
It doesn't even feel my fists.

292
00:13:39,424 --> 00:13:41,118
( Grunts )

293
00:13:49,074 --> 00:13:52,515
It's clobberin' time!

294
00:14:00,403 --> 00:14:01,949
Thank you.

295
00:14:04,245 --> 00:14:05,334
It's no use.

296
00:14:05,335 --> 00:14:07,171
There are too many of them.

297
00:14:10,451 --> 00:14:12,256
We've got to fall back
towards the lab.

298
00:14:12,257 --> 00:14:14,514
I'm with you, web-head.

299
00:14:24,374 --> 00:14:25,588
( Grunts )

300
00:14:32,776 --> 00:14:34,450
Spider-Man!
Get out of here!

301
00:14:34,451 --> 00:14:36,718
No. We have to get
the Lizard back.

302
00:14:36,719 --> 00:14:39,270
Believe it or not,
he's my friend.

303
00:14:39,271 --> 00:14:41,321
You can't be serious!

304
00:14:41,343 --> 00:14:42,474
Don't worry.

305
00:14:42,475 --> 00:14:44,747
My invisible force field
will get him back.

306
00:14:44,748 --> 00:14:47,216
Just protect yourselves.

307
00:14:55,076 --> 00:14:56,283
It's no use.

308
00:14:56,284 --> 00:14:58,069
Those worms are
all on their way

309
00:14:58,069 --> 00:14:59,754
and they're gonna
tear this place apart.

310
00:14:59,756 --> 00:15:01,106
Not if I can help it.

311
00:15:01,107 --> 00:15:03,357
My shield will keep them out.

312
00:15:06,096 --> 00:15:08,079
Sue can't keep that up forever.

313
00:15:08,080 --> 00:15:09,164
What are we gonna do?

314
00:15:09,165 --> 00:15:12,240
You know, Spider-Man
was telling the truth.

315
00:15:12,241 --> 00:15:16,345
The scientists of this planet must
have made this their last fortress

316
00:15:16,345 --> 00:15:17,994
against the forces of evil.

317
00:15:17,996 --> 00:15:20,896
Those worms would have provided
a natural defensive barrier.

318
00:15:20,897 --> 00:15:22,990
Yeah. Not even Doc Doom

319
00:15:22,990 --> 00:15:25,552
would want to rule a
land full of these guys.

320
00:15:25,553 --> 00:15:26,936
If that's the case,

321
00:15:26,936 --> 00:15:30,361
then this lab complex had to
have its own security system.

322
00:15:30,362 --> 00:15:31,488
I can't be certain.

323
00:15:31,488 --> 00:15:32,914
But I think that this dish

324
00:15:32,915 --> 00:15:35,352
might have created a
kind of energy force field,

325
00:15:35,353 --> 00:15:36,549
A protective barrier.

326
00:15:36,550 --> 00:15:38,059
Why did they shut it down?

327
00:15:38,060 --> 00:15:39,776
Maybe this is the answer.

328
00:15:39,777 --> 00:15:42,221
I think it's an energy gauge.

329
00:15:42,222 --> 00:15:44,663
This whole complex
simply ran out of power.

330
00:15:44,664 --> 00:15:47,447
My guess is that the lizards
smashed their power source.

331
00:15:47,448 --> 00:15:48,801
How awful!

332
00:15:48,802 --> 00:15:51,613
You mean the shield
dissipated and they...

333
00:15:51,614 --> 00:15:55,569
I... can't... keep this
up... much... longer.

334
00:15:55,569 --> 00:15:58,008
We've got to find some way
to harness enough power

335
00:15:58,009 --> 00:15:59,562
to turn on the force field.

336
00:15:59,563 --> 00:16:01,693
Can't just get power
out of thin air.

337
00:16:01,694 --> 00:16:03,339
Yes. We can.

338
00:16:03,340 --> 00:16:06,613
Storm. I remember that you
can harness the elements.

339
00:16:06,614 --> 00:16:07,863
Like electricity.

340
00:16:07,864 --> 00:16:08,695
Yes, Spider-Man.

341
00:16:08,696 --> 00:16:10,763
Good! We have to locate
the shield generator

342
00:16:10,764 --> 00:16:12,871
and feed a line into it.

343
00:16:14,572 --> 00:16:15,630
Are you ready?

344
00:16:15,631 --> 00:16:16,847
Go for it!

345
00:16:16,848 --> 00:16:20,005
Power of lightning
come to my aid!

346
00:16:20,006 --> 00:16:21,612
( Thunderclap )

347
00:16:21,613 --> 00:16:23,229
( Buzzing )

348
00:16:23,230 --> 00:16:24,427
It's working.

349
00:16:24,428 --> 00:16:25,915
We're almost there.

350
00:16:25,916 --> 00:16:29,405
They... must... hurry.

351
00:16:29,951 --> 00:16:31,676
Now!

352
00:16:34,441 --> 00:16:35,658
Oh.

353
00:16:35,659 --> 00:16:37,255
You did it, darling.

354
00:16:37,256 --> 00:16:39,102
You saved us!

355
00:16:39,603 --> 00:16:41,871
( Roaring )

356
00:16:45,655 --> 00:16:47,263
He took a bad hit.

357
00:16:47,264 --> 00:16:48,312
Is he gonna be okay?

358
00:16:48,313 --> 00:16:50,206
I think I can revive him.

359
00:16:50,207 --> 00:16:53,515
There seems to be two different
components to his brain.

360
00:16:53,516 --> 00:16:55,911
One part, the savage lizard part,

361
00:16:55,912 --> 00:16:57,276
is now unconscious.

362
00:16:57,276 --> 00:16:58,333
But the other...

363
00:16:58,334 --> 00:17:01,728
has been lying dormant
in some kind of stasis.

364
00:17:01,729 --> 00:17:04,515
That's got to be where my
friend's consciousness resides.

365
00:17:04,516 --> 00:17:08,853
Then I'm going to try to
reawaken that dormant part.

366
00:17:20,417 --> 00:17:21,502
( Growls )

367
00:17:21,503 --> 00:17:22,588
Where am I?

368
00:17:22,589 --> 00:17:23,884
Spider-Man?

369
00:17:23,885 --> 00:17:25,288
Wh-what's going on?

370
00:17:25,289 --> 00:17:26,557
It's okay, doc.

371
00:17:26,558 --> 00:17:28,539
You're here amongst friends.

372
00:17:28,540 --> 00:17:31,565
This story you're telling
me is unbelievable.

373
00:17:31,566 --> 00:17:34,950
And yet, here I am
with my rational mind

374
00:17:34,951 --> 00:17:37,435
trapped in this lizard body.

375
00:17:37,436 --> 00:17:38,484
Well, I'm with you.

376
00:17:38,485 --> 00:17:40,797
I'll help you in
whatever way I can.

377
00:17:40,798 --> 00:17:42,314
Thanks, doc.

378
00:17:42,315 --> 00:17:44,120
Listen, all of you.

379
00:17:44,121 --> 00:17:45,833
We've always acted heroically

380
00:17:45,834 --> 00:17:47,496
because it was the
right thing to do.

381
00:17:47,497 --> 00:17:51,233
Now, we can show this alien
monstrosity, the Beyonder,

382
00:17:51,234 --> 00:17:53,317
what Earth people
are really made of.

383
00:17:53,318 --> 00:17:55,997
That is, if you'll all agree
to work with me.

384
00:17:55,998 --> 00:17:58,553
I, for one, accept your
leadership, Spider-Man.

385
00:17:58,554 --> 00:17:59,926
I, too, am with you.

386
00:17:59,927 --> 00:18:02,528
As always, it's a pleasure
to fight by your side.

387
00:18:02,529 --> 00:18:03,903
Thank you.

388
00:18:03,903 --> 00:18:05,077
And you?

389
00:18:05,079 --> 00:18:07,175
I agree with you all.

390
00:18:07,176 --> 00:18:08,352
Ben?

391
00:18:08,353 --> 00:18:11,004
The Fantastic Four
ain't gonna fink out

392
00:18:11,004 --> 00:18:12,553
when there's a battle
to be fought.

393
00:18:12,554 --> 00:18:16,122
Besides, I owe you one for
saving my hide out there

394
00:18:16,123 --> 00:18:19,816
and Ben Grimm always
pays his debts.

395
00:18:19,817 --> 00:18:21,022
We're in.

396
00:18:21,023 --> 00:18:23,961
So you see, he is a leader.

397
00:18:23,962 --> 00:18:26,636
Already he has rallied
them behind him.

398
00:18:26,637 --> 00:18:29,544
Yes. A most promising start.

399
00:18:29,545 --> 00:18:31,655
But there is still
much to be done

400
00:18:31,656 --> 00:18:35,488
if Spider-Man is to
survive destruction.

401
00:18:36,489 --> 00:18:41,759
Soon, Spider-Man must face his
greatest horror in the universe.

402
00:18:45,148 --> 00:18:46,523
A penny for your thoughts.

403
00:18:46,524 --> 00:18:49,811
Huh? Oh. Doc Conners, it's you.

404
00:18:49,812 --> 00:18:51,683
I was just thinking and planning.

405
00:18:51,684 --> 00:18:53,093
I sense that you're worried.

406
00:18:53,094 --> 00:18:55,685
I've never led a
scout troop before,

407
00:18:55,686 --> 00:18:58,837
let alone a group
of superheroes.

408
00:18:58,838 --> 00:19:00,117
I'm worried, all right.

409
00:19:00,118 --> 00:19:02,163
Don't despair, my friend.

410
00:19:02,164 --> 00:19:04,466
I think you have what it
takes to get through this.

411
00:19:04,467 --> 00:19:05,455
Thanks.

412
00:19:05,456 --> 00:19:07,094
What's that in your hand?

413
00:19:07,095 --> 00:19:09,520
It's some kind of
recording device I found.

414
00:19:09,521 --> 00:19:12,932
This is going to be the
biggest battle of all time

415
00:19:13,033 --> 00:19:15,212
and I'm going to use this
to keep a diary of it.

416
00:19:15,212 --> 00:19:17,055
I'll record whatever happens

417
00:19:17,056 --> 00:19:20,238
so that the greatest
war ever fought isn't...

418
00:19:20,238 --> 00:19:22,043
...a secret war.