1
00:00:00,000 --> 00:00:04,162
WWW.MY-SUBS.CO

1
00:01:01,588 --> 00:01:04,449
We have traveled a long way...

2
00:01:04,649 --> 00:01:07,310
...through time and space.

3
00:01:07,512 --> 00:01:10,011
Look at what has happened.

4
00:01:10,012 --> 00:01:11,932
( Distant dog barking )

5
00:01:14,646 --> 00:01:16,592
Now where'd the Beyonder go?

6
00:01:16,593 --> 00:01:18,645
And where am I?

7
00:01:19,346 --> 00:01:20,486
Fifth Avenue?!

8
00:01:20,487 --> 00:01:21,598
It can't be.

9
00:01:21,599 --> 00:01:23,286
How long have I been gone?

10
00:01:23,287 --> 00:01:25,018
What's happened here?

11
00:01:25,019 --> 00:01:27,195
Aunt May!

12
00:01:29,095 --> 00:01:31,350
No. All of Queens?

13
00:01:31,351 --> 00:01:33,499
Astoria, Forest Hills.

14
00:01:33,500 --> 00:01:35,298
All just destroyed.

15
00:01:35,299 --> 00:01:37,180
Aunt May.

16
00:01:38,151 --> 00:01:42,746
Your Aunt May exists
no longer in this world.

17
00:01:42,747 --> 00:01:44,454
I've had it with you, Beyonder.

18
00:01:44,455 --> 00:01:45,790
I want some real answers.

19
00:01:45,791 --> 00:01:48,173
Who's responsible for
this devastation?

20
00:01:48,173 --> 00:01:50,302
- Who?!
- You are, Spider-Man.

21
00:01:50,303 --> 00:01:52,511
- What?!
- You are.

22
00:01:54,012 --> 00:01:57,347
What kind of sick joke are
you playing now, Beyonder?

23
00:01:57,348 --> 00:01:59,175
Whoa! Spider-sense.

24
00:01:59,176 --> 00:02:00,776
Danger!

25
00:02:02,928 --> 00:02:04,316
Uh-oh.

26
00:02:04,317 --> 00:02:07,039
Nice shot, brother goblin.

27
00:02:07,040 --> 00:02:08,743
Stick with me, boy.

28
00:02:08,744 --> 00:02:10,551
By the time we've
leveled Manhattan

29
00:02:10,552 --> 00:02:13,451
I'll have made a real
goblin out of you!

30
00:02:13,452 --> 00:02:14,811
The Hobgoblin.

31
00:02:14,812 --> 00:02:16,475
And the Green Goblin together

32
00:02:16,476 --> 00:02:18,039
destroying the city?

33
00:02:18,040 --> 00:02:20,705
Have they gone
completely insane?!

34
00:02:21,106 --> 00:02:23,390
This is J-3 emergency radio

35
00:02:23,391 --> 00:02:25,905
broadcasting from the
Daily Bugle building.

36
00:02:25,906 --> 00:02:29,941
We continue our report on
Spider-Man's war against the city.

37
00:02:29,942 --> 00:02:31,417
I just hope the national guard

38
00:02:31,418 --> 00:02:34,210
will rescue us from
this criminal siege.

39
00:02:34,411 --> 00:02:35,590
Sorry.

40
00:02:35,591 --> 00:02:39,045
This program is canceled
due to low ratings.

41
00:02:39,046 --> 00:02:39,567
Huh?!

42
00:02:39,568 --> 00:02:43,618
There was no one
left in the city to listen.

43
00:02:45,002 --> 00:02:46,377
Let go of him, you...

44
00:02:46,378 --> 00:02:50,170
Our boss wants the
microwave broadcaster

45
00:02:50,171 --> 00:02:52,522
on the roof of J-3
Communications.

46
00:02:52,523 --> 00:02:55,677
But it seems to have a
substantial security system.

47
00:02:55,678 --> 00:02:57,822
- Don't, Jonah! Don't help them!
- No!

48
00:02:57,822 --> 00:03:00,017
Talk, or I'll give
your right-hand man

49
00:03:00,018 --> 00:03:01,821
his severance pay.

50
00:03:01,822 --> 00:03:05,017
I can deactivate the security
system with my palm print.

51
00:03:05,018 --> 00:03:06,169
Excellent.

52
00:03:06,170 --> 00:03:08,281
We don't need you anymore.

53
00:03:08,282 --> 00:03:10,373
( Screaming )

54
00:03:10,574 --> 00:03:11,974
Got you!

55
00:03:13,306 --> 00:03:15,677
Hey, what's the big
idea, Robertson?

56
00:03:15,678 --> 00:03:17,281
I'd do a lot more if I could.

57
00:03:17,282 --> 00:03:18,557
Jonah was right all along.

58
00:03:18,558 --> 00:03:20,077
I don't know what
you're talking about?

59
00:03:20,078 --> 00:03:22,401
I'm talking about the
destruction of this city.

60
00:03:22,402 --> 00:03:24,909
And those goblins you sent
to attack Jonah and me.

61
00:03:24,910 --> 00:03:27,594
The goblins? In the Bugle?

62
00:03:32,158 --> 00:03:33,422
( Yelling )

63
00:03:33,723 --> 00:03:35,706
Now you're gonna pay
for what you've done.

64
00:03:35,706 --> 00:03:36,957
Why did you do that?

65
00:03:36,958 --> 00:03:37,878
Let's see.

66
00:03:37,878 --> 00:03:40,293
You level Manhattan,
destroy Queens.

67
00:03:40,294 --> 00:03:41,893
Why would I be mad at you?

68
00:03:41,894 --> 00:03:42,881
( Grunts )

69
00:03:42,882 --> 00:03:45,309
But we did what you told us to.

70
00:03:45,310 --> 00:03:47,681
What?!
I never told you to do anything.

71
00:03:47,682 --> 00:03:50,373
Goblin. This spider-creep
must be the other one

72
00:03:50,374 --> 00:03:51,681
the boss warned us about.

73
00:03:51,682 --> 00:03:52,801
The "other one"?

74
00:03:52,802 --> 00:03:54,273
Yes!

75
00:03:54,274 --> 00:03:56,553
I think you're right.

76
00:03:56,554 --> 00:03:57,889
( Grunts )

77
00:03:57,890 --> 00:04:01,729
But a good goblin never falls
for the same trick twice.

78
00:04:01,830 --> 00:04:03,446
( Coughing )

79
00:04:06,806 --> 00:04:08,765
We have what we need here.

80
00:04:08,766 --> 00:04:10,626
Finish the job, Hobgoblin.

81
00:04:10,675 --> 00:04:12,514
With pleasure.

82
00:04:13,615 --> 00:04:15,471
( Laughing )

83
00:04:16,491 --> 00:04:18,091
Uh-oh.

84
00:04:34,955 --> 00:04:37,062
I can't believe it.

85
00:04:37,063 --> 00:04:38,295
The Bugle...

86
00:04:38,295 --> 00:04:40,034
...destroyed.

87
00:04:40,035 --> 00:04:42,659
My life's work... ruined!

88
00:04:42,660 --> 00:04:45,683
Oh, quit whining.

89
00:04:49,209 --> 00:04:51,900
Thanks so much.

90
00:04:56,952 --> 00:04:57,844
You!

91
00:04:57,845 --> 00:04:59,965
I was right about you all along

92
00:04:59,966 --> 00:05:02,566
but I never dreamed
you'd go this far.

93
00:05:02,567 --> 00:05:04,478
I'd love to hear
your whole tirade

94
00:05:04,479 --> 00:05:06,319
but not right now.

95
00:05:14,218 --> 00:05:14,977
Hey!

96
00:05:14,978 --> 00:05:18,870
Now I see what's been taking
those idiot goblins so long.

97
00:05:18,871 --> 00:05:22,645
I wondered when you'd
turn up again, dear clone.

98
00:05:22,646 --> 00:05:25,754
And in my costume, no less.

99
00:05:25,755 --> 00:05:27,374
That voice!

100
00:05:27,375 --> 00:05:29,454
He sounds like... me!

101
00:05:29,455 --> 00:05:31,614
Oh, how I despise you.

102
00:05:31,615 --> 00:05:33,053
And for that reason

103
00:05:33,054 --> 00:05:35,885
you must be obliterated.

104
00:05:35,886 --> 00:05:38,861
You see, I really...

105
00:05:38,862 --> 00:05:41,742
...really hate clones!

106
00:05:42,862 --> 00:05:45,081
He looks like Carnage, but...

107
00:05:45,082 --> 00:05:47,001
...he has my costume.

108
00:05:47,402 --> 00:05:49,291
My voice!

109
00:05:57,651 --> 00:05:59,922
( Grunting )

110
00:05:59,923 --> 00:06:01,041
( Laughing )

111
00:06:01,042 --> 00:06:03,895
He's squeezing me so hard.

112
00:06:04,134 --> 00:06:06,210
I can't breathe!

113
00:06:07,791 --> 00:06:09,822
What? No!

114
00:06:10,323 --> 00:06:12,123
Where...?

115
00:06:16,562 --> 00:06:17,762
( Moaning )

116
00:06:17,763 --> 00:06:18,922
Aah...

117
00:06:18,923 --> 00:06:20,209
Beyonder!

118
00:06:20,210 --> 00:06:21,298
What's wrong?

119
00:06:21,299 --> 00:06:22,313
Are you...

120
00:06:22,314 --> 00:06:23,485
Are you all right?

121
00:06:23,486 --> 00:06:26,526
No. He is very, very weak.

122
00:06:26,527 --> 00:06:29,414
How could he be,
with all his power?

123
00:06:29,415 --> 00:06:31,913
Because he's not in
our home dimension.

124
00:06:31,914 --> 00:06:35,509
His power is diminished
the longer he stays here

125
00:06:35,510 --> 00:06:38,070
in this unfamiliar reality.

126
00:06:37,971 --> 00:06:41,168
You must rest and let my
life-support system

127
00:06:41,168 --> 00:06:43,882
rejuvenate you as
much as it can.

128
00:06:43,883 --> 00:06:46,317
Madame Web,
tell me what's going on.

129
00:06:46,318 --> 00:06:47,566
I need your help.

130
00:06:47,567 --> 00:06:49,486
You must help yourself.

131
00:06:49,487 --> 00:06:52,133
But that does not mean
you will be alone.

132
00:06:52,134 --> 00:06:53,546
Look.

133
00:06:54,197 --> 00:06:56,212
Am I going mad?

134
00:06:57,513 --> 00:07:00,352
This is the one that's
supposed to be our leader?

135
00:07:00,353 --> 00:07:01,532
Give me a break.

136
00:07:01,533 --> 00:07:03,172
I should be in
charge of this group.

137
00:07:03,173 --> 00:07:04,772
I'm the real Spider-Man.

138
00:07:04,773 --> 00:07:06,948
I don't know what kind
of mind game this is

139
00:07:06,949 --> 00:07:08,996
but I'm the real Spider-Man.

140
00:07:08,897 --> 00:07:11,821
The real Peter Parker.

141
00:07:12,216 --> 00:07:13,631
Guess again.

142
00:07:13,632 --> 00:07:15,047
See, Pete, old buddy?

143
00:07:15,047 --> 00:07:17,231
We're just as
genuine as you are.

144
00:07:17,232 --> 00:07:18,383
But...

145
00:07:18,384 --> 00:07:20,234
...how can that be?

146
00:07:20,235 --> 00:07:23,070
Madame Web says that we're
each from different dimensions.

147
00:07:23,071 --> 00:07:25,190
Reality is like a river

148
00:07:25,191 --> 00:07:28,774
that splits off into many
parallel tributaries.

149
00:07:28,775 --> 00:07:32,139
These spider-men are
from parallel realities

150
00:07:32,140 --> 00:07:34,551
each as legitimate as yours.

151
00:07:34,552 --> 00:07:35,863
They are all you

152
00:07:35,864 --> 00:07:37,666
with some slight differences.

153
00:07:37,667 --> 00:07:39,371
Don't let these worry you, Pete.

154
00:07:39,372 --> 00:07:40,739
They're just a little souvenir

155
00:07:40,740 --> 00:07:42,762
from my last fight with Doc Oct.

156
00:07:42,763 --> 00:07:44,543
You mean to tell me that

157
00:07:44,543 --> 00:07:46,723
you all share my life

158
00:07:46,724 --> 00:07:48,351
and my spider-powers?

159
00:07:48,352 --> 00:07:49,038
( Clears throat )

160
00:07:49,039 --> 00:07:51,575
Well, uh, not quite all of us.

161
00:07:51,575 --> 00:07:53,727
I don't have your
life or your powers.

162
00:07:53,728 --> 00:07:54,919
So, who are you, then?

163
00:07:54,920 --> 00:07:57,135
You wouldn't believe
me if I told you.

164
00:07:57,135 --> 00:07:59,127
Let's just say I'm here to help.

165
00:07:59,128 --> 00:08:02,091
Although I'm not prepared
for anything like this.

166
00:08:02,092 --> 00:08:04,315
We were all kind of caught
in the middle of things.

167
00:08:04,316 --> 00:08:07,714
I'm having a little mutation
problem right now.

168
00:08:07,715 --> 00:08:08,294
Whoa!

169
00:08:08,295 --> 00:08:10,399
I don't think I even
want to hear your story.

170
00:08:10,400 --> 00:08:13,207
All of you must hear the
Scarlet Spider's story

171
00:08:13,208 --> 00:08:15,758
for this is his reality we're in.

172
00:08:15,759 --> 00:08:19,179
That monster you
encountered was his twin.

173
00:08:19,180 --> 00:08:21,180
Behold.

174
00:08:21,179 --> 00:08:23,014
My name is Ben Reilly.

175
00:08:23,015 --> 00:08:25,442
I'm related to this
reality's Peter Parker.

176
00:08:25,443 --> 00:08:27,558
- How?
- I'm his clone.

177
00:08:27,559 --> 00:08:29,413
Or... maybe he's my clone.

178
00:08:29,414 --> 00:08:30,373
We're not sure.

179
00:08:30,374 --> 00:08:33,058
This dimension's Peter Parker
had it pretty rough.

180
00:08:33,059 --> 00:08:34,626
He had already lost uncle Ben.

181
00:08:34,627 --> 00:08:36,002
Then Aunt May passed away.

182
00:08:36,003 --> 00:08:37,726
That nearly unbalanced his mind.

183
00:08:37,727 --> 00:08:40,733
But then Parker's path crossed
with a brilliant scientist.

184
00:08:40,734 --> 00:08:43,198
An expert in genetic cloning.
His name was...

185
00:08:43,199 --> 00:08:44,638
Miles Warren!

186
00:08:44,639 --> 00:08:46,182
Ah, I see you've met him.

187
00:08:46,183 --> 00:08:47,998
Well, he cloned Spider-Man.

188
00:08:48,799 --> 00:08:51,106
To make matters worse,
the clone escaped.

189
00:08:51,107 --> 00:08:52,842
I thought I was that clone.

190
00:08:52,843 --> 00:08:54,490
I tried to stay
out of Peter's life

191
00:08:54,491 --> 00:08:56,214
by taking on a new identity.

192
00:08:56,215 --> 00:08:58,882
I dyed my hair,
changed my name to Ben Reilly.

193
00:08:58,883 --> 00:09:02,086
But I had no memory of
where I really came from.

194
00:09:02,087 --> 00:09:04,106
Warren had robbed me of my past.

195
00:09:04,107 --> 00:09:06,186
I understand what
you've been through.

196
00:09:06,187 --> 00:09:08,418
Warren created a
clone in my reality

197
00:09:08,419 --> 00:09:10,499
who had the same problem.

198
00:09:13,822 --> 00:09:16,005
Peter, I've come back to you.

199
00:09:16,006 --> 00:09:17,854
Mary Jane!

200
00:09:18,761 --> 00:09:20,870
( All cheering )

201
00:09:20,870 --> 00:09:22,429
Oh, but I... oh!

202
00:09:22,430 --> 00:09:24,041
Mary Jane, what's the matter?

203
00:09:24,042 --> 00:09:26,273
I'm not the real Mary Jane?

204
00:09:26,274 --> 00:09:27,613
That is so, my dear.

205
00:09:27,613 --> 00:09:29,853
Why didn't you just
tell me I was a clone?!

206
00:09:29,854 --> 00:09:33,252
The cloning process
has proven unstable.

207
00:09:33,253 --> 00:09:34,668
You're coming apart.

208
00:09:34,669 --> 00:09:35,337
Mary Jane...

209
00:09:35,338 --> 00:09:35,897
No!

210
00:09:35,898 --> 00:09:36,857
It's too late.

211
00:09:36,858 --> 00:09:39,301
Warren! Warren,
where the blazes are you?!

212
00:09:39,302 --> 00:09:40,901
Forget it, tiger.

213
00:09:40,902 --> 00:09:42,877
I want you to know
just one thing.

214
00:09:42,878 --> 00:09:44,201
If any part of me

215
00:09:44,201 --> 00:09:47,147
is anything like the
real Mary Jane Watson

216
00:09:47,149 --> 00:09:50,721
she loves Peter Parker more
than anything in the world.

217
00:09:50,722 --> 00:09:53,108
More... than... anything!

218
00:09:53,109 --> 00:09:55,729
( Screaming ): No!

219
00:09:56,430 --> 00:09:59,025
Mary Jane!

220
00:10:00,953 --> 00:10:03,936
I might make some
startling advances.

221
00:10:03,937 --> 00:10:05,429
I hate him for what he did.

222
00:10:05,430 --> 00:10:07,037
So did my world's Peter Parker.

223
00:10:07,038 --> 00:10:09,725
But he hated me,
the clone, even more.

224
00:10:09,726 --> 00:10:12,809
When I became a costumed hero,
the Scarlet Spider,

225
00:10:12,810 --> 00:10:14,249
that really made him angry.

226
00:10:14,250 --> 00:10:17,389
But the next big blow came
from Dr. Curt Connors.

227
00:10:17,390 --> 00:10:20,385
He discovered that according
to our genetic structures

228
00:10:20,386 --> 00:10:23,109
it might be Peter who
was the clone, not me.

229
00:10:23,110 --> 00:10:25,852
That news pushed Peter
Parker over the edge.

230
00:10:25,853 --> 00:10:27,620
Now he hated me with a passion.

231
00:10:27,621 --> 00:10:30,281
This is starting to sound
like a bad comic book plot.

232
00:10:30,282 --> 00:10:31,497
It gets worse.

233
00:10:31,598 --> 00:10:34,437
I was trying to stop one
of the Kingpin's crimes.

234
00:10:34,438 --> 00:10:37,317
He had created some kind of
interdimensional transporter

235
00:10:37,318 --> 00:10:39,173
which would make him
invincible as a criminal.

236
00:10:39,174 --> 00:10:40,629
No sooner had I arrived

237
00:10:40,629 --> 00:10:42,461
when my... other showed up.

238
00:10:42,462 --> 00:10:44,877
I thought he was there to
help me, but he wasn't.

239
00:10:44,878 --> 00:10:47,889
He wanted me out of the
picture, permanently.

240
00:10:49,549 --> 00:10:52,992
Then, from some other
dimension, it appeared.

241
00:10:52,993 --> 00:10:54,731
That's the Carnage symbiote!

242
00:10:54,732 --> 00:10:56,234
Drawn by Peter's hatred,

243
00:10:56,234 --> 00:10:57,936
it bonded with him somehow

244
00:10:57,937 --> 00:11:00,415
and drove him completely insane.

245
00:11:00,416 --> 00:11:03,676
So this reality we're
in is your reality.

246
00:11:03,677 --> 00:11:05,587
But what does it have to
do with the rest of us?

247
00:11:05,588 --> 00:11:06,832
What's our stake in this?

248
00:11:06,833 --> 00:11:08,323
Or yours, for that matter?

249
00:11:08,324 --> 00:11:10,887
Behold.
Look into the future.

250
00:11:10,888 --> 00:11:13,225
Tell me what you see.

251
00:11:18,716 --> 00:11:20,126
A portal has been opened.

252
00:11:20,127 --> 00:11:22,558
The dish stolen from
J-3 Communications

253
00:11:22,559 --> 00:11:25,906
is magnifying the incendiary device
attached to the transporter,

254
00:11:25,906 --> 00:11:27,293
and it's about to go off.

255
00:11:27,295 --> 00:11:28,947
No!

256
00:11:49,539 --> 00:11:53,982
Spider-Carnage will link a
matter disintegrator bomb

257
00:11:53,983 --> 00:11:57,002
to Dr. Ohn's time portal device.

258
00:11:57,003 --> 00:11:58,990
The blast will be magnified

259
00:11:58,991 --> 00:12:00,954
and will enter other dimensions.

260
00:12:00,955 --> 00:12:03,654
It will not only
destroy this reality

261
00:12:03,655 --> 00:12:07,382
but every reality
across space and time.

262
00:12:07,383 --> 00:12:09,410
I have already seen it happen.

263
00:12:09,411 --> 00:12:10,606
If this has already happened,

264
00:12:10,606 --> 00:12:11,901
how are we standing here?

265
00:12:11,902 --> 00:12:14,702
When the destruction
reached my home dimension

266
00:12:14,703 --> 00:12:17,890
I used all my powers
to roll back time.

267
00:12:17,891 --> 00:12:19,942
It taxed me to the extreme.

268
00:12:19,943 --> 00:12:22,438
We are now in this
reality's past.

269
00:12:22,439 --> 00:12:25,586
Spider-Carnage has not
detonated the device yet.

270
00:12:25,587 --> 00:12:27,238
You must stop him.

271
00:12:27,239 --> 00:12:29,246
Wait. You can transcend time.

272
00:12:29,247 --> 00:12:30,930
Why don't you just
go back to the past

273
00:12:30,931 --> 00:12:32,638
and prevent any of
this from happening?

274
00:12:32,639 --> 00:12:35,115
Although Madame Web
and I are beings

275
00:12:35,115 --> 00:12:37,987
who can pass through
different realities,

276
00:12:37,987 --> 00:12:39,373
we are powerless...

277
00:12:39,375 --> 00:12:40,542
( Groans )

278
00:12:40,543 --> 00:12:42,974
We cannot stay
in this one reality

279
00:12:42,974 --> 00:12:45,312
to keep anything
we change stable.

280
00:12:45,315 --> 00:12:47,238
It takes all of this machinery

281
00:12:47,239 --> 00:12:49,141
for us to remain
in your dimension

282
00:12:49,142 --> 00:12:50,678
for as long as we have.

283
00:12:50,679 --> 00:12:52,036
And once we leave,

284
00:12:52,036 --> 00:12:55,558
it will be as if we had
never been here at all.

285
00:12:55,558 --> 00:12:59,974
The Beyonder decided that
Spider-Men from other realities

286
00:12:59,975 --> 00:13:02,646
would have to find a
way to stop this one.

287
00:13:02,647 --> 00:13:06,238
In other words, only
he could stop himself.

288
00:13:06,239 --> 00:13:08,142
My companion, Madame Web,

289
00:13:08,143 --> 00:13:11,750
traveled to your dimensions
to prepare you for this task.

290
00:13:11,751 --> 00:13:13,510
You were all tested

291
00:13:13,511 --> 00:13:16,482
but only one of
you proved worthy

292
00:13:16,483 --> 00:13:18,922
to be the leader of this team.

293
00:13:18,923 --> 00:13:19,778
You.

294
00:13:19,779 --> 00:13:20,610
Me?

295
00:13:20,611 --> 00:13:22,346
Yes, you.

296
00:13:22,347 --> 00:13:24,426
I object.
I think I should be the...

297
00:13:24,427 --> 00:13:25,191
Silence!

298
00:13:25,192 --> 00:13:26,981
We took you to our dimension

299
00:13:26,982 --> 00:13:29,909
and created the
secret war to test you

300
00:13:29,910 --> 00:13:31,682
and see if we were right.

301
00:13:31,683 --> 00:13:33,979
Behold!

302
00:13:40,858 --> 00:13:42,720
Spider-Man, get out of here!

303
00:13:42,721 --> 00:13:44,868
No, we have to get
the Lizard back.

304
00:13:44,869 --> 00:13:45,884
He's my friend.

305
00:13:45,885 --> 00:13:47,214
We've got to help the rebels.

306
00:13:47,215 --> 00:13:48,833
The robots are pounding them.

307
00:13:48,834 --> 00:13:49,748
Hold on, Doom.

308
00:13:49,748 --> 00:13:50,948
We're not your pawns.

309
00:13:50,949 --> 00:13:52,420
You can't possibly control

310
00:13:52,421 --> 00:13:54,240
the godlike abilities
you've stolen.

311
00:13:54,241 --> 00:13:56,192
You might place us
all in great danger

312
00:13:56,193 --> 00:13:57,600
if you don't give that power up.

313
00:13:57,601 --> 00:14:01,184
Who amongst you has ever wanted
to give up their superpowers?

314
00:14:01,185 --> 00:14:04,316
I have, 'cause I've
learned time and time again

315
00:14:04,317 --> 00:14:05,472
that with great power

316
00:14:05,473 --> 00:14:08,429
there must also come
great responsibility.

317
00:14:08,429 --> 00:14:10,144
We were right.

318
00:14:10,145 --> 00:14:12,125
It's up to all of you now.

319
00:14:12,126 --> 00:14:15,657
Even my survival
depends on your victory.

320
00:14:15,658 --> 00:14:18,472
So we're here to
fight for all reality.

321
00:14:18,473 --> 00:14:21,748
Okay. Spider-men,
we don't have much time.

322
00:14:21,749 --> 00:14:22,940
We'd better get going.

323
00:14:22,941 --> 00:14:23,769
What about him?

324
00:14:23,770 --> 00:14:25,488
He doesn't have any powers.

325
00:14:25,489 --> 00:14:27,900
Hey, guys,
don't cut me out of this.

326
00:14:27,901 --> 00:14:29,544
This is the adventure
of a lifetime.

327
00:14:29,645 --> 00:14:30,468
No way.

328
00:14:30,469 --> 00:14:32,296
I'm sorry, but he's right.

329
00:14:32,297 --> 00:14:33,768
We can't endanger you.

330
00:14:33,769 --> 00:14:35,844
And I'm sorry I
was angry with you.

331
00:14:35,845 --> 00:14:38,052
Rest assured,
I won't let you down.

332
00:14:38,053 --> 00:14:40,901
All right, boys. Let's do it.

333
00:14:46,273 --> 00:14:51,077
Smythe, what is keeping
Spider-Carnage and those goblins?

334
00:14:51,077 --> 00:14:53,444
They were due back hours ago.

335
00:14:53,445 --> 00:14:56,852
I warned you not to
trust any of them.

336
00:14:56,853 --> 00:14:57,960
We got delayed.

337
00:14:57,961 --> 00:15:00,808
We ran into another Spider-Man.

338
00:15:00,709 --> 00:15:03,496
What is this all about,
Spider-Carnage?

339
00:15:03,497 --> 00:15:05,892
It's that clone
I told you about.

340
00:15:05,893 --> 00:15:09,316
All that matters is the
few more hours I need

341
00:15:09,317 --> 00:15:11,884
to assemble my ultimate weapon.

342
00:15:11,885 --> 00:15:13,152
Think of it.

343
00:15:13,152 --> 00:15:16,492
We'll use it to take control
of people's minds.

344
00:15:16,493 --> 00:15:20,100
Then we'll rule
the entire world.

345
00:15:20,101 --> 00:15:23,620
You have secured the final
part that you required?

346
00:15:23,621 --> 00:15:26,424
Of course.
My device will be ready soon.

347
00:15:26,425 --> 00:15:30,588
And then, we'll really
get what we deserve.

348
00:15:30,589 --> 00:15:31,912
All of us.

349
00:15:31,913 --> 00:15:34,400
( Laughing )

350
00:15:34,401 --> 00:15:36,650
This device he is building,

351
00:15:36,650 --> 00:15:38,799
is it what he says it is?

352
00:15:38,801 --> 00:15:41,656
I need time to analyze it fully.

353
00:15:41,657 --> 00:15:42,988
Keep an eye on him.

354
00:15:42,989 --> 00:15:46,348
He is a powerful ally,
but he is more evil

355
00:15:46,349 --> 00:15:49,389
than anyone I have
ever encountered.

356
00:15:59,794 --> 00:16:00,672
I don't get it.

357
00:16:00,672 --> 00:16:01,950
We can swing through the air.

358
00:16:01,951 --> 00:16:03,863
Why are we sneaking
in the front door?

359
00:16:03,864 --> 00:16:06,646
Because, Spider-Carnage
won't expect it

360
00:16:06,647 --> 00:16:08,188
and that makes him vulnerable.

361
00:16:08,189 --> 00:16:10,012
Trust me.

362
00:16:10,313 --> 00:16:11,956
We need to disable the alarm

363
00:16:11,957 --> 00:16:13,308
and observation systems.

364
00:16:13,309 --> 00:16:14,084
No problem.

365
00:16:14,084 --> 00:16:17,012
One of my companies designs
security systems like this.

366
00:16:17,013 --> 00:16:18,736
You own your own companies?

367
00:16:18,737 --> 00:16:21,392
Who do you think built
this armored suit?

368
00:16:21,393 --> 00:16:23,351
In my world,
I'm a multi-billionaire.

369
00:16:23,352 --> 00:16:24,156
Aren't you?

370
00:16:24,157 --> 00:16:27,211
Uh... let's keep moving, okay?

371
00:16:28,198 --> 00:16:30,609
Kingpin, it's Spider-Man.
Five of him!

372
00:16:30,610 --> 00:16:34,094
Five? But I thought
there was only one clone.

373
00:16:34,558 --> 00:16:38,998
It appears our visitors have
disabled the security systems.

374
00:16:39,746 --> 00:16:41,929
Green goblin, Hobgoblin

375
00:16:41,930 --> 00:16:44,677
we are under attack from inside.

376
00:16:44,678 --> 00:16:46,509
A laser built right
into your armor?

377
00:16:46,510 --> 00:16:47,669
It's my own design.

378
00:16:47,670 --> 00:16:50,257
I only wish I was able to bring
my giant spider-robot

379
00:16:50,258 --> 00:16:51,365
on this mission with us.

380
00:16:51,366 --> 00:16:54,446
Did he say,
"his giant spider-robot?"

381
00:17:12,522 --> 00:17:14,473
Nice.
What do you call that stuff?

382
00:17:14,474 --> 00:17:15,897
Impact webbing.

383
00:17:15,898 --> 00:17:18,390
Why didn't I think of that?

384
00:17:20,606 --> 00:17:22,038
Got you.

385
00:17:22,039 --> 00:17:25,282
Maybe, but can you keep me?

386
00:17:26,918 --> 00:17:29,192
A gas missile will
take care of him.

387
00:17:29,193 --> 00:17:30,793
No, wait!

388
00:17:32,611 --> 00:17:33,722
Why did you do that?

389
00:17:33,723 --> 00:17:34,760
What were you thinking?

390
00:17:34,761 --> 00:17:35,820
Hey, relax.

391
00:17:35,821 --> 00:17:37,252
This will all work out.

392
00:17:37,253 --> 00:17:38,840
Things always do.

393
00:17:38,841 --> 00:17:41,164
What a foolhardy nut.

394
00:17:41,165 --> 00:17:44,853
It's as if he doesn't
even consider failure.

395
00:17:45,604 --> 00:17:47,851
You have to be
careful, Beyonder.

396
00:17:47,852 --> 00:17:49,031
I must help them.

397
00:17:49,032 --> 00:17:51,335
Even if it means the end of me.

398
00:17:51,635 --> 00:17:53,731
Hurry! Thanks to the
Hobgoblin fumbling,

399
00:17:53,731 --> 00:17:55,027
we don't have much time!

400
00:17:55,028 --> 00:17:56,251
If we're cautious enough,

401
00:17:56,251 --> 00:17:57,674
we can by-pass them and...

402
00:17:57,676 --> 00:18:00,303
Sorry, I never shy
away from a fight.

403
00:18:00,304 --> 00:18:01,987
Maybe 'cause I never lose.

404
00:18:01,988 --> 00:18:03,876
Hey, wait!

405
00:18:06,352 --> 00:18:07,691
Impetuous, isn't he?

406
00:18:07,692 --> 00:18:09,511
Try obnoxious.

407
00:18:22,876 --> 00:18:24,995
These look like sonic grenades.

408
00:18:24,996 --> 00:18:26,995
They'll come in handy.

409
00:18:28,640 --> 00:18:30,824
This is too easy.

410
00:18:32,648 --> 00:18:34,099
A paralyzer ray.

411
00:18:34,100 --> 00:18:36,092
I can't move.

412
00:18:51,709 --> 00:18:55,421
Hey, stop. No!

413
00:19:00,224 --> 00:19:02,443
Gentlemen, stop right there.

414
00:19:02,444 --> 00:19:03,167
You were right.

415
00:19:03,168 --> 00:19:05,663
The clones do seem
to be multiplying.

416
00:19:05,664 --> 00:19:07,064
Stop them!

417
00:19:25,894 --> 00:19:28,897
Three more sonic grenades
should do the trick.

418
00:19:29,198 --> 00:19:30,757
No!

419
00:19:30,757 --> 00:19:32,516
My mutation disease...

420
00:19:32,518 --> 00:19:33,604
...it's flaring up.

421
00:19:33,605 --> 00:19:35,197
Not now!

422
00:19:35,198 --> 00:19:38,429
Let's use this distraction
to get out of here!

423
00:19:38,730 --> 00:19:39,805
What's happened to him?

424
00:19:39,806 --> 00:19:42,125
He's mutated into a man-spider.

425
00:19:42,126 --> 00:19:43,352
I've been through this.

426
00:19:43,353 --> 00:19:44,572
We're in trouble.

427
00:19:44,573 --> 00:19:45,854
( Roaring )