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0
00:00:02,293 --> 00:00:04,087
[Spider-Man thinking] Baseball,
the all-American pastime.
1
00:00:04,087 --> 00:00:05,839
[crowd cheering]
2
00:00:05,839 --> 00:00:08,216
I remember the last time
Mary Jane and I went to a game.
3
00:00:08,216 --> 00:00:10,093
It was a three-hot-dog night.
4
00:00:12,637 --> 00:00:15,807
Hmm? I wonder
what chili dogs are made of
here on Counter-Earth.
5
00:00:15,807 --> 00:00:19,477
On second thought, Spidey,
you don't want to know.
6
00:00:19,477 --> 00:00:22,605
It may have the name,
but this game's not the same.
7
00:00:22,605 --> 00:00:25,108
[players grunting, shouting]
8
00:00:26,401 --> 00:00:30,280
[announcer] And Santino
evens the score!
9
00:00:30,280 --> 00:00:31,823
[cheering continues]
10
00:00:34,034 --> 00:00:36,202
[Sir Ram] The humans
are getting unruly.
11
00:00:36,202 --> 00:00:37,620
We should
have them removed.
12
00:00:38,288 --> 00:00:39,831
Let them be, Ram.
13
00:00:39,831 --> 00:00:42,042
They're here to enjoy the game
just as we are.
14
00:00:42,042 --> 00:00:46,296
Your tolerance of this
subspecies is admirable,
my lord,
15
00:00:46,296 --> 00:00:47,756
but is it wise?
16
00:00:47,756 --> 00:00:49,632
You're blocking my view.
17
00:00:51,676 --> 00:00:53,553
[John] Lord Tyger's in his box,
all right.
18
00:00:53,553 --> 00:00:55,722
Never misses a game.
19
00:00:55,722 --> 00:00:58,683
Do you think we can
convince him to come back
to the basement with us?
20
00:00:58,683 --> 00:01:00,018
I don't know.
21
00:01:00,018 --> 00:01:01,811
But of all
the Knights of Wundagore,
22
00:01:01,811 --> 00:01:03,688
he's always seemed
our best shot
23
00:01:03,688 --> 00:01:06,191
at getting a fair shake
from the High Evolutionary.
24
00:01:06,191 --> 00:01:08,777
Assuming we'd get
past his bodyguards
25
00:01:08,777 --> 00:01:10,403
with our skulls
still intact.
26
00:01:11,905 --> 00:01:12,989
[rattling]
27
00:01:12,989 --> 00:01:14,365
Better check that out.
28
00:01:22,624 --> 00:01:23,625
[door closes]
29
00:01:26,461 --> 00:01:27,629
-[beep]
-Find anything?
30
00:01:28,213 --> 00:01:30,340
Charlie, you read me?
31
00:01:30,340 --> 00:01:33,218
[Karen] We don't want trouble.
We just want to talk
to Lord Tyger.
32
00:01:33,218 --> 00:01:34,803
You clear, Bromley?
33
00:01:34,803 --> 00:01:37,305
As a midsummer night's dream
in London.
34
00:01:37,305 --> 00:01:39,224
Our friend's a bit foggy,
however.
35
00:01:39,224 --> 00:01:40,391
Stay alert.
36
00:01:40,391 --> 00:01:41,392
We're going in.
37
00:01:45,396 --> 00:01:46,564
[beep]
38
00:01:47,607 --> 00:01:49,943
I see you're a fan,
Lord Tyger.
39
00:01:49,943 --> 00:01:52,112
You dare!
40
00:01:52,779 --> 00:01:54,405
We don't want
to hurt anyone.
41
00:01:55,031 --> 00:01:57,408
But we don't intend
to get hurt, either.
42
00:01:57,951 --> 00:02:00,453
Lord Tyger, may we have
a word with you?
43
00:02:00,453 --> 00:02:01,955
I don't know
what you're up to, rebel,
44
00:02:01,955 --> 00:02:03,623
but you're interrupting
my enjoyment
45
00:02:03,623 --> 00:02:05,750
of an important game.
46
00:02:06,751 --> 00:02:07,752
[grunts]
47
00:02:08,920 --> 00:02:10,213
[beeping]
48
00:02:11,840 --> 00:02:13,675
A flipping silent alarm!
49
00:02:14,592 --> 00:02:16,094
[grunts]
50
00:02:17,178 --> 00:02:18,721
Everyone, fall back!
51
00:02:18,721 --> 00:02:19,889
Aah!
52
00:02:19,889 --> 00:02:20,890
Let's go, men!
53
00:02:26,729 --> 00:02:27,981
[Men yell]
54
00:02:27,981 --> 00:02:29,232
Woah!
55
00:02:29,774 --> 00:02:30,900
Down the stairs!
56
00:02:36,489 --> 00:02:37,782
[groans]
57
00:02:39,159 --> 00:02:40,160
[grunts]
58
00:02:42,370 --> 00:02:43,830
[theme song playing]
59
00:03:39,552 --> 00:03:42,222
[Karen] Bromley!
If they've got Bromley--
60
00:03:42,222 --> 00:03:43,723
We'll do what we can later.
61
00:03:43,723 --> 00:03:45,141
Now move!
62
00:03:59,572 --> 00:04:00,698
[yells]
63
00:04:09,415 --> 00:04:12,543
The others got away,
but we have this one.
64
00:04:12,543 --> 00:04:14,295
Enlighten me, rebel.
65
00:04:14,295 --> 00:04:16,631
What was the purpose
of this futile foray?
66
00:04:16,631 --> 00:04:19,300
It is obvious that they
were here for you.
67
00:04:19,300 --> 00:04:20,969
A kidnapping attempt.
68
00:04:20,969 --> 00:04:23,471
Kidnapping?
Why, you...
69
00:04:23,471 --> 00:04:25,014
A ransom on your head
70
00:04:25,014 --> 00:04:27,558
would be quite attractive
to these hooligans.
71
00:04:27,558 --> 00:04:31,271
It's fortunate I was
able to foil their plot.
72
00:04:31,271 --> 00:04:33,106
Yes, I suppose it was.
73
00:04:33,106 --> 00:04:35,858
Dress his wound
and place him under arrest.
74
00:04:35,858 --> 00:04:37,819
The High Evolutionary
will want to know about this.
75
00:04:38,778 --> 00:04:42,115
[thinking] That fight I had
with Venom really scrambled
my suit's circuits.
76
00:04:42,699 --> 00:04:44,617
My sonics
should be back online.
77
00:04:49,956 --> 00:04:51,708
Nothing like
a little target practice
78
00:04:51,708 --> 00:04:53,376
to test the repairs.
79
00:04:53,376 --> 00:04:54,836
Sonics on.
[mechanical humming]
80
00:04:58,756 --> 00:05:00,300
[yowls]
81
00:05:00,300 --> 00:05:02,760
Well, looks like
I'm back in business.
82
00:05:02,760 --> 00:05:04,721
-[firework pops]
-Did I do that?
83
00:05:04,721 --> 00:05:05,763
Fireworks?
84
00:05:07,557 --> 00:05:09,475
I almost forgot
about the street carnival.
85
00:05:13,771 --> 00:05:15,189
Everyone say cheese.
86
00:05:15,189 --> 00:05:17,275
[chuckles]
87
00:05:17,275 --> 00:05:18,818
[Peter thinking]
There's no getting past it.
88
00:05:18,818 --> 00:05:20,778
The longer I'm stuck
on this planet,
89
00:05:20,778 --> 00:05:23,781
the more Shane and Naoko
feel like family to me.
90
00:05:24,198 --> 00:05:26,284
If MJ weren't waiting
for me back home...
91
00:05:26,284 --> 00:05:28,953
[laughs]
Enough. Peter.
92
00:05:28,953 --> 00:05:30,788
There you go again, Parker,
93
00:05:30,788 --> 00:05:32,582
wondering about
the forbidden fruit.
94
00:05:32,582 --> 00:05:35,418
Your assignment was to shoot
the carnival, remember?
95
00:05:35,418 --> 00:05:37,879
I don't think the Daily Bite
will be too thrilled
96
00:05:37,879 --> 00:05:39,505
by photos of Shane and me.
97
00:05:39,505 --> 00:05:41,049
They will if they have
any taste.
98
00:05:41,466 --> 00:05:43,134
[chuckles]
99
00:05:43,134 --> 00:05:45,887
Hey, anyone want ice cream
before we head home?
100
00:05:45,887 --> 00:05:47,472
I do, I do!
101
00:05:50,141 --> 00:05:52,018
Move it! Out of the way!
102
00:05:52,018 --> 00:05:54,312
-We don't need
your kind around here!
-[crowd shouting]
103
00:05:54,312 --> 00:05:56,397
Looks like trouble brewing.
104
00:05:56,397 --> 00:05:58,107
We could join in.
105
00:05:58,107 --> 00:06:00,193
We have business of our own.
106
00:06:00,193 --> 00:06:03,112
Once the young are
reestablished in our new nest,
107
00:06:03,112 --> 00:06:06,866
this kind of trouble will
look like a Sunday picnic.
108
00:06:07,492 --> 00:06:08,951
[shouting continues]
109
00:06:08,951 --> 00:06:10,787
We don't need
your kind around here!
110
00:06:10,787 --> 00:06:12,955
Hey, what's going on
over there?
111
00:06:12,955 --> 00:06:14,624
Nothing good,
that's for sure.
112
00:06:14,624 --> 00:06:16,501
So much for family hour.
113
00:06:16,501 --> 00:06:18,711
Looks like Spidey will have
to break up this party
114
00:06:18,711 --> 00:06:20,171
before it gets too wild.
115
00:06:20,171 --> 00:06:21,798
Somebody's gonna get hurt.
116
00:06:21,798 --> 00:06:23,466
Maybe we should--
Peter?
117
00:06:23,466 --> 00:06:25,301
Yeah! Come on! Come on!
118
00:06:25,301 --> 00:06:27,512
[shouting continues]
Clear, humans.
119
00:06:30,223 --> 00:06:31,557
[Woman] We want our city back!
120
00:06:31,557 --> 00:06:33,351
[crowd clamoring, gasping]
121
00:06:33,351 --> 00:06:35,061
Somebody call for a referee?
122
00:06:36,396 --> 00:06:37,688
Take a hike, creep.
123
00:06:37,688 --> 00:06:39,023
This isn't your problem.
124
00:06:39,440 --> 00:06:41,317
Tsk, tsk. That's 10 yards
125
00:06:41,317 --> 00:06:43,361
for unsportsmanlike conduct,
El Toro.
126
00:06:43,778 --> 00:06:44,862
Hit the bench.
127
00:06:49,450 --> 00:06:52,537
-Why does everything always
have to get so complicated?
-[Men groan]
128
00:06:56,124 --> 00:06:57,458
[Woman screaming]
129
00:06:57,458 --> 00:06:59,794
Time to blow
this popsicle stand.
130
00:06:59,794 --> 00:07:01,462
[murmuring, crying]
131
00:07:01,838 --> 00:07:03,881
I can't believe
Peter is such a coward,
132
00:07:03,881 --> 00:07:05,925
running off like that.
133
00:07:05,925 --> 00:07:08,719
He didn't run, Mom.
He's just taking pictures.
You'll see.
134
00:07:16,227 --> 00:07:17,979
This is
your new headquarters?
135
00:07:17,979 --> 00:07:19,772
[chuckles] If you ask me,
136
00:07:19,772 --> 00:07:21,190
up isn't much
of an improvement.
137
00:07:21,190 --> 00:07:22,817
As me mum always said,
138
00:07:22,817 --> 00:07:25,278
"Home is what you
make of it, Danny boy."
139
00:07:25,278 --> 00:07:27,655
I hope you inherited
her sense of humor.
140
00:07:27,655 --> 00:07:28,739
So where is everybody?
141
00:07:30,950 --> 00:07:32,660
This is how
you welcome guests?
142
00:07:33,161 --> 00:07:34,454
[whirring]
143
00:07:39,333 --> 00:07:41,461
Now I know what
a tuna fish feels like.
144
00:07:43,004 --> 00:07:45,465
Either X-51
just cloned himself,
145
00:07:45,465 --> 00:07:47,216
or these guys
are the real McCoy.
146
00:07:47,216 --> 00:07:50,011
You are under arrest,
Spider-Man. Do not resist.
147
00:07:50,011 --> 00:07:52,722
Definitely not the tin can
we all know and love.
148
00:07:53,681 --> 00:07:55,308
[grunts]
149
00:07:55,892 --> 00:07:57,477
Aah! Uh!
150
00:07:58,186 --> 00:07:59,729
[footsteps approaching]
151
00:08:01,689 --> 00:08:05,276
Uh-uh. Spidey waffles
are a definite no-no.
152
00:08:10,531 --> 00:08:12,533
Ooh. That's gotta hurt.
153
00:08:14,577 --> 00:08:16,412
Not nearly as much as this!
154
00:08:19,874 --> 00:08:23,211
Let's get outta here
before more of these
bad boys show up.
155
00:08:24,462 --> 00:08:26,756
I don't think so, Spider-Man.
156
00:08:30,801 --> 00:08:31,886
Aah!
157
00:08:31,886 --> 00:08:33,387
[grunts] Bromley?
What--
158
00:08:33,387 --> 00:08:35,014
Sorry, old man.
159
00:08:35,473 --> 00:08:36,766
[grunts]
160
00:08:36,766 --> 00:08:38,476
Nothing personal.
161
00:08:41,062 --> 00:08:42,605
[Shane] I'll bet that's Peter.
162
00:08:42,605 --> 00:08:44,357
-I hope so, kiddo.
-[phone ringing]
163
00:08:44,357 --> 00:08:46,609
The way he disappears sometimes
really makes me worried.
164
00:08:46,609 --> 00:08:48,110
-[phone ringing]
-Hello?
165
00:08:48,110 --> 00:08:50,238
Hey, you're not Parker.
Where's Parker?
166
00:08:50,238 --> 00:08:51,739
Who is this?
167
00:08:51,739 --> 00:08:53,574
The guy who signs
his paychecks.
168
00:08:53,574 --> 00:08:55,910
He was supposed to have
those street carnival photos
169
00:08:55,910 --> 00:08:58,079
on my desk over an hour ago.
170
00:08:58,079 --> 00:08:59,413
Where is the good-for-nothing?
171
00:08:59,413 --> 00:09:01,207
I've been wondering
that myself.
172
00:09:01,207 --> 00:09:02,833
Well, the minute
you lay eyes on him,
173
00:09:02,833 --> 00:09:04,835
tell Parker to get his keister
174
00:09:04,835 --> 00:09:06,462
over to the Byte pronto,
175
00:09:06,462 --> 00:09:08,756
or he can start looking
for some other sucker
176
00:09:08,756 --> 00:09:10,174
to string along.
177
00:09:14,637 --> 00:09:16,597
The spider is awake.
178
00:09:16,597 --> 00:09:19,058
[groans] Awake?
179
00:09:19,058 --> 00:09:21,435
And here I thought I was
in the middle of a nightmare
180
00:09:21,435 --> 00:09:23,145
filched from Franz Kafka.
181
00:09:23,145 --> 00:09:27,775
But I promise we won't
disappoint, Spider-Man.
182
00:09:27,775 --> 00:09:30,152
How do you like my trap?
183
00:09:30,152 --> 00:09:32,446
I built it just for you.
184
00:09:32,446 --> 00:09:35,408
Fortunately, the rebels
provided us with bait
185
00:09:35,408 --> 00:09:37,827
much sooner
than I anticipated.
186
00:09:37,827 --> 00:09:40,413
Bromley?
You set me up?
187
00:09:41,872 --> 00:09:43,958
But you hate these guys.
188
00:09:47,587 --> 00:09:51,173
Ah, Sir Ram, Lady Ursula.
189
00:09:51,882 --> 00:09:53,593
[both]
Your Highness.
190
00:09:53,593 --> 00:09:56,345
Congratulations are in order,
my Knights.
191
00:09:56,345 --> 00:09:58,973
And you, Mr. Bromley,
192
00:09:58,973 --> 00:10:00,891
have earned both my gratitude
193
00:10:00,891 --> 00:10:02,852
and your reward
194
00:10:02,852 --> 00:10:07,106
for proving my low opinion
of humans so well-founded.
195
00:10:07,565 --> 00:10:11,736
Now, if you'll transport
the prisoner to Wundagore,
196
00:10:11,736 --> 00:10:14,405
I can resume
the experiments I started
197
00:10:14,405 --> 00:10:17,825
before Mr. Bromley's
former friends
198
00:10:17,825 --> 00:10:20,119
whisked Spider-Man away.
199
00:10:22,038 --> 00:10:24,206
Bromley, you sold out?
200
00:10:24,206 --> 00:10:27,335
Why? What did they give you?
Answer me!
201
00:10:27,835 --> 00:10:28,919
[Lady Ursula] Silence!
202
00:10:29,670 --> 00:10:32,089
Prepare Spider-Man
for transport.
203
00:10:32,089 --> 00:10:35,051
Are you forgetting
our agreement, Ursula?
204
00:10:35,051 --> 00:10:37,428
The creator
will get his prisoner
205
00:10:37,887 --> 00:10:39,764
after I have made a few
206
00:10:39,764 --> 00:10:42,224
behavioral modifications.
207
00:10:42,224 --> 00:10:43,225
[beeps]
208
00:10:44,685 --> 00:10:46,729
[Spider-Man] This place is just
full of surprises.
209
00:10:46,729 --> 00:10:50,191
With much more to come,
Spider-Man.
210
00:10:50,191 --> 00:10:53,319
Once we're done here,
you will be a puppet
211
00:10:53,319 --> 00:10:56,113
with your mind
under my control.
212
00:10:56,113 --> 00:10:58,866
Why not just
put me on the payroll
like you did Bromley?
213
00:10:58,866 --> 00:11:00,493
You can accomplish
the same thing.
214
00:11:00,493 --> 00:11:01,535
Take him inside.
215
00:11:03,204 --> 00:11:06,624
Consider this an honor,
Spider-Man.
216
00:11:06,624 --> 00:11:09,418
You are about to become
my secret weapon.
217
00:11:11,837 --> 00:11:15,049
Uh, couldn't I
just sign a pledge?
218
00:11:15,049 --> 00:11:16,676
[laughing]
219
00:11:16,676 --> 00:11:19,679
I know how weak
you humans are,
220
00:11:19,679 --> 00:11:21,972
so if you experience
any pain,
221
00:11:21,972 --> 00:11:24,600
feel free
to express yourself.
222
00:11:24,600 --> 00:11:26,644
The only words I've got
are for Bromley,
223
00:11:26,644 --> 00:11:28,562
and he already knows
what they are.
224
00:11:28,562 --> 00:11:31,023
It will be such a pleasure
to silence you
225
00:11:31,023 --> 00:11:32,441
once and for all.
226
00:11:42,243 --> 00:11:43,953
[grunting]
227
00:11:43,953 --> 00:11:46,831
My brain feels
like it's in a blender.
228
00:11:48,207 --> 00:11:49,875
[yells]
God!
229
00:11:51,001 --> 00:11:52,002
Move!
230
00:11:54,422 --> 00:11:56,507
[coughing]
231
00:12:01,220 --> 00:12:02,722
Can you walk?
232
00:12:02,722 --> 00:12:03,889
I remember walking.
233
00:12:04,890 --> 00:12:06,016
And this.
234
00:12:17,361 --> 00:12:18,821
[subway horn blaring]
235
00:12:23,367 --> 00:12:26,287
We have to get
out of these tunnels
before they find us.
236
00:12:26,287 --> 00:12:29,665
Us? Us?
This is where
I get off, sport.
237
00:12:29,665 --> 00:12:31,375
Why should I go
anywhere with you?
238
00:12:31,375 --> 00:12:34,044
You're right.
I wouldn't, either.
239
00:12:34,044 --> 00:12:36,338
They bought me, all right,
just as you said,
240
00:12:36,338 --> 00:12:37,923
but not with money.
241
00:12:37,923 --> 00:12:40,217
Then what was His Evolvedness
talking about
242
00:12:40,217 --> 00:12:41,802
when he mentioned
your reward?
243
00:12:41,802 --> 00:12:43,679
I'm one of the few
resistance fighters
244
00:12:43,679 --> 00:12:45,890
old enough to remember
what the world was like
245
00:12:45,890 --> 00:12:48,476
before the Bestials took over.
246
00:12:48,476 --> 00:12:51,061
I was 13 when my family
came to Brooklyn
247
00:12:51,061 --> 00:12:52,813
and opened a green grocery.
248
00:12:52,813 --> 00:12:54,982
My brother Durwood and I
soon learned
249
00:12:54,982 --> 00:12:57,109
how to get the best
of the streets.
250
00:12:57,109 --> 00:12:59,445
But our happiness
didn't last long.
251
00:12:59,445 --> 00:13:03,115
The neighborhood was slowly
overrun by hostile Bestials
252
00:13:03,115 --> 00:13:05,534
-who taunted us
for being human.
-[Woman screams]
253
00:13:05,534 --> 00:13:09,789
Soon, the High Evolutionary's
troops overtook the city,
254
00:13:09,789 --> 00:13:14,126
ripping entire families
from their homes,
separating them.
255
00:13:14,126 --> 00:13:16,754
The war raged,
the humans lost,
256
00:13:16,754 --> 00:13:19,381
and those of us
who managed to survive
257
00:13:19,381 --> 00:13:22,718
returned to find
our streets gutted
258
00:13:22,718 --> 00:13:24,428
and our homes destroyed.
259
00:13:29,391 --> 00:13:31,185
I never saw my family again.
260
00:13:31,185 --> 00:13:33,062
Sad story, chum,
261
00:13:33,062 --> 00:13:34,772
but not everybody
with a sad story
262
00:13:34,772 --> 00:13:36,816
goes around
betraying his friends.
263
00:13:36,816 --> 00:13:38,317
Very true.
264
00:13:38,734 --> 00:13:40,861
But today,
after I was arrested,
265
00:13:40,861 --> 00:13:42,446
Sir Ram gave me this.
266
00:13:42,446 --> 00:13:45,449
My brother Durwood's alive,
Spider-Man.
267
00:13:45,449 --> 00:13:47,117
He's spent the last 30 years
268
00:13:47,117 --> 00:13:50,037
slaving in the bowels
of Wundagore Castle.
269
00:13:50,037 --> 00:13:53,249
Sir Ram promised
that if I helped trap you--
270
00:13:53,249 --> 00:13:54,667
He'd release your brother.
271
00:13:55,084 --> 00:13:56,585
And you believed him?
272
00:13:56,585 --> 00:13:59,380
Durwood's all that's left
of my family.
273
00:13:59,380 --> 00:14:01,465
There was nothing
I wouldn't do to free him.
274
00:14:02,216 --> 00:14:04,260
But I couldn't
go through with it.
275
00:14:05,052 --> 00:14:06,428
And now...
276
00:14:06,428 --> 00:14:08,556
Now it's time for us
277
00:14:08,556 --> 00:14:10,891
to get big brother
out of there ourselves.
278
00:14:10,891 --> 00:14:13,060
Don't toy with me,
Spider-Man.
279
00:14:13,936 --> 00:14:15,604
You may not
believe this, Bromley,
280
00:14:15,604 --> 00:14:17,106
but I know what it feels like
281
00:14:17,106 --> 00:14:19,191
to be desperate
for somebody you love.
282
00:14:20,609 --> 00:14:22,903
[Bromley] This won't be easy.
It could well be
283
00:14:22,903 --> 00:14:25,197
the most highly guarded
place in the world.
284
00:14:25,197 --> 00:14:28,742
-Even the toughest security
can slip up somewhere.
-[whirring]
285
00:14:30,494 --> 00:14:33,122
What do you say
we try the service entrance?
286
00:14:38,919 --> 00:14:40,754
What happened to Louis?
287
00:14:40,754 --> 00:14:43,132
Uh, his kid's
getting married tonight.
288
00:14:47,511 --> 00:14:49,138
[muffled grunting]
289
00:14:56,228 --> 00:14:58,314
[thinking] Uh-oh. Rodent alert.
290
00:15:01,942 --> 00:15:03,277
[sniffs]
291
00:15:03,694 --> 00:15:06,363
Spider-Man?
It is you.
292
00:15:07,031 --> 00:15:08,449
Seize him!
293
00:15:08,449 --> 00:15:11,201
Uh, wait. I, uh--
I came to see you.
294
00:15:11,201 --> 00:15:12,453
Me?
295
00:15:12,870 --> 00:15:15,539
What are you doing here?
Return to your posts.
296
00:15:15,539 --> 00:15:17,583
The truth is,
Lady Vermin,
297
00:15:17,583 --> 00:15:19,919
I can't seem to get you
out of my mind.
298
00:15:19,919 --> 00:15:23,172
So you thought
you'd sneak in here
and surprise me,
299
00:15:23,172 --> 00:15:24,465
is that it?
300
00:15:24,465 --> 00:15:26,634
Beautiful and smart.
301
00:15:26,634 --> 00:15:27,927
And to think,
302
00:15:28,385 --> 00:15:29,803
I didn't know you cared.
303
00:15:30,554 --> 00:15:34,058
[thinking]
Spidey, don't you
dare be sick.
304
00:15:34,058 --> 00:15:36,852
[Man]
Hurry up! We got another
million gallons of water
305
00:15:36,852 --> 00:15:38,562
to get purified tonight!
306
00:15:38,562 --> 00:15:41,190
Come on, you scum-suckers!
Suck more scum!
307
00:15:51,200 --> 00:15:52,660
Better make this snappy.
308
00:15:52,660 --> 00:15:54,995
Queen Ratifah's
only giving me 15 minutes
309
00:15:54,995 --> 00:15:57,247
while she "makes herself
more comfortable."
310
00:15:57,247 --> 00:15:59,041
What is this place?
311
00:15:59,041 --> 00:16:00,709
A purification plant.
312
00:16:00,709 --> 00:16:03,295
Sir Ram says it provides
clean drinking water
313
00:16:03,295 --> 00:16:05,130
to the castle
and half the city.
314
00:16:05,130 --> 00:16:07,091
Remind me
to order bottled.
315
00:16:07,091 --> 00:16:09,009
I don't see Durwood.
316
00:16:09,009 --> 00:16:10,052
There he is.
317
00:16:14,974 --> 00:16:17,643
Get to work, slime-sucker.
318
00:16:17,643 --> 00:16:18,644
Durwood?
319
00:16:23,774 --> 00:16:25,693
It's me, Daniel!
320
00:16:25,693 --> 00:16:28,028
Danny?
[laughing]
321
00:16:28,028 --> 00:16:29,279
I knew you'd come.
322
00:16:29,738 --> 00:16:32,658
You knew?
You had that kind of faith?
323
00:16:32,658 --> 00:16:34,618
In the High Evolutionary.
324
00:16:34,618 --> 00:16:36,870
He's the one who told me.
325
00:16:36,870 --> 00:16:38,038
What?
326
00:16:38,038 --> 00:16:40,082
He said your spider friend
327
00:16:40,082 --> 00:16:41,333
would come for me.
328
00:16:41,333 --> 00:16:42,751
[laughing]
329
00:16:42,751 --> 00:16:43,919
and when you did,
330
00:16:43,919 --> 00:16:45,504
I'd get a promotion
331
00:16:45,504 --> 00:16:47,881
As soon as you and Spider-Man
are locked up,
332
00:16:47,881 --> 00:16:49,717
I'll run this place.
333
00:16:49,717 --> 00:16:52,344
Durwood, I'm your brother!
334
00:16:53,053 --> 00:16:54,430
[beeps]
335
00:16:54,430 --> 00:16:55,681
[High Evolutionary]
Nice of you to be
336
00:16:55,681 --> 00:16:58,142
so predictable,
Spider-Man.
337
00:16:59,852 --> 00:17:01,478
[Spider-Man]
You!
338
00:17:01,478 --> 00:17:02,730
This was another trap.
339
00:17:03,188 --> 00:17:05,107
Surely you didn't think
340
00:17:05,107 --> 00:17:07,276
entrance to the castle
was possible
341
00:17:07,276 --> 00:17:09,194
without my assistance?
342
00:17:09,194 --> 00:17:11,363
But you have consistently
343
00:17:11,363 --> 00:17:13,615
underestimated me,
haven't you?
344
00:17:13,615 --> 00:17:15,534
Perhaps you need
a demonstration
345
00:17:15,534 --> 00:17:18,203
of how highly I've evolved.
346
00:17:18,203 --> 00:17:19,204
[grunts]
347
00:17:20,122 --> 00:17:21,707
What was that?
348
00:17:21,707 --> 00:17:24,251
I just got clobbered
by nothing.
349
00:17:24,251 --> 00:17:26,503
You've been a thorn in my side
350
00:17:26,503 --> 00:17:28,464
far too long, Spider-Man.
351
00:17:28,464 --> 00:17:31,133
Helping the rebels
destroy a power plant,
352
00:17:31,133 --> 00:17:33,927
hindering my efforts
to control the symbiotes.
353
00:17:35,012 --> 00:17:36,013
[yells]
354
00:17:36,430 --> 00:17:37,431
[grunts]
355
00:17:38,015 --> 00:17:39,892
Telekinesis. Whoa!
356
00:17:39,892 --> 00:17:43,228
How do I fight a guy who can
smack me around with his mind?
357
00:17:45,314 --> 00:17:47,107
Hold it, Danny boy.
358
00:17:47,107 --> 00:17:48,650
You're my ticket to the top.
359
00:17:49,818 --> 00:17:51,111
[blow lands]
360
00:17:51,111 --> 00:17:52,362
[groaning]
361
00:17:54,698 --> 00:17:56,033
[grunts]
362
00:17:56,033 --> 00:17:58,077
Educating you is indeed
363
00:17:58,077 --> 00:18:00,204
a pleasure, Spider-Man.
364
00:18:00,204 --> 00:18:03,207
A pleasure that
will increase tenfold
365
00:18:03,207 --> 00:18:05,042
by the time
we are finished tonight.
366
00:18:08,921 --> 00:18:10,714
A few more
of these mind punches,
367
00:18:10,714 --> 00:18:12,132
and I'm down for the count.
368
00:18:18,055 --> 00:18:20,057
And now, arachnid,
369
00:18:20,057 --> 00:18:22,309
the final demonstration.
370
00:18:25,062 --> 00:18:26,313
Hate to lose and run,
371
00:18:26,313 --> 00:18:28,273
but I can't see any other way.
372
00:18:28,690 --> 00:18:29,691
[yelling]
373
00:18:33,946 --> 00:18:35,280
[grunts]
374
00:18:36,865 --> 00:18:38,367
[thinking] This is it, Spidey.
375
00:18:38,367 --> 00:18:39,618
You gotta come up
with something.
376
00:18:40,327 --> 00:18:42,121
That sound.
377
00:18:42,121 --> 00:18:45,290
These ray thingies
must be sonically powered.
378
00:18:45,290 --> 00:18:48,001
Maybe I can counteract them.
379
00:18:48,001 --> 00:18:50,254
-Sonics on.
-[mechanical humming]
380
00:18:51,296 --> 00:18:53,132
Gotta raise the pitch.
381
00:18:53,549 --> 00:18:55,551
Will the repairs hold?
382
00:18:55,551 --> 00:18:57,469
Sonics up.
383
00:18:57,469 --> 00:18:59,221
[mechanical humming
intensifies]
384
00:19:09,690 --> 00:19:11,525
-[yells]
-[clattering]
385
00:19:16,446 --> 00:19:17,823
[grunts]
386
00:19:19,950 --> 00:19:20,951
[grunting]
387
00:19:21,451 --> 00:19:23,453
I beat you
when we were kids!
388
00:19:23,453 --> 00:19:24,830
We aren't kids!
389
00:19:25,289 --> 00:19:26,874
Aah!
390
00:19:26,874 --> 00:19:28,542
[yells]
391
00:19:28,542 --> 00:19:30,002
[screams]
392
00:19:33,005 --> 00:19:34,214
[grunting]
393
00:19:35,299 --> 00:19:36,884
Durwood!
394
00:19:40,721 --> 00:19:42,014
[huffs]
395
00:19:42,014 --> 00:19:44,558
Me own brother using me!
396
00:19:45,309 --> 00:19:47,519
I could say it runs
in the family,
397
00:19:47,519 --> 00:19:50,147
but I'm not the kind of guy
who'd bring up
that kind of thing.
398
00:19:50,647 --> 00:19:53,275
Huh. I earned that one.
399
00:19:53,275 --> 00:19:54,776
I have to get back
to the rebels.
400
00:19:54,776 --> 00:19:56,320
They'll be worried,
401
00:19:56,320 --> 00:19:58,363
and they're all
the family I have.
402
00:19:58,363 --> 00:19:59,823
I know what you mean, bub.
403
00:20:00,324 --> 00:20:01,408
I know what you mean.
404
00:20:12,377 --> 00:20:14,546
[Shane] Mom! Mom! Look!
405
00:20:14,546 --> 00:20:16,882
-[door opens, closes]
-[Peter] Hey,
what's all the racket about?
406
00:20:16,882 --> 00:20:18,383
[Naoko] Peter, you're back.
407
00:20:19,468 --> 00:20:20,886
After you disappeared
at the carnival,
408
00:20:20,886 --> 00:20:22,304
I was starting to think--
409
00:20:22,304 --> 00:20:23,847
That's what I'm trying
to show you, Mom.
410
00:20:23,847 --> 00:20:25,140
Look.
411
00:20:25,140 --> 00:20:26,975
I told you
he wasn't a coward.
412
00:20:26,975 --> 00:20:30,229
And you were right, Shane.
I am so glad.
413
00:20:31,313 --> 00:20:32,940
How do you do it, Peter?
414
00:20:32,940 --> 00:20:35,317
How do you always get
such great pictures?
415
00:20:36,026 --> 00:20:37,444
I wish I could
tell you, Shane.
416
00:20:37,444 --> 00:20:39,905
But if I did,
you'd steal my job.
417
00:20:45,786 --> 00:20:47,579
[theme music playing]28904
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