Original subtitles

[theme music playing]

[narrator] Spider-Man.

[inaudible]

[thunder rumbling]

[zap]

[meows]

[clacking]

[thunder rumbling]

[inaudible]

[roars]

[narrator] Spider-Man.

Evening, folks.

Need an assist from a friendly wall-crawler?

Spider-Man, it's that cat burglar

we've been trying to capture all month.

We know he's hiding out here some place.

He could be anywhere in these shadows.

Hmm...

Good old spider sense.

OK, guys! The cat's been chased up a tree.

Hey, what the... Oof!

Hey, I give up!

Just get me out of here!

Tonight, you proved that you're not so bad after all, Spider-Man.

In fact, I'm going to

do my best to get you a citation for your heroism.

Thanks, officer, but I really can't stick around.

My aunt wants me to be home by 8:00 sharp.

[door opens]

Oh, Peter, dear. You're right on time.

I wouldn't stand up my favorite girl.

Now, what's this surprise you said you were planning for me at 8:00?

Just get comfy in your Uncle Ben's E-Z chair and you'll see.

And now, the new adventures

of The Mighty Avengers!

You wanted me home to see a TV cartoon show?

Oh, I know how you enjoy adventure programs, and this is one

about nice people with strange powers.

Not nasty people, like that scary Spider-Man.

[prisoners clamoring]

- Don't put him in here! - Yeah, put him in the hole!

This cozy cell should keep you safe from them,

Mr. Cat Burglar.

Not too popular with the other cons, are you?

So, my cell-mate's the notorious chameleon,

master of disguise.

Judging by the reception you just got,

you're somewhat of a celebrity yourself.

That's 'cause they know I'm related to the guy

who's partly responsible for most of us being here.

Oh, how's that?

It was back in the days when a certain wall-crawler

was just starting his career.

Back then, all he wanted to be was a big-time TV star.

So, leave the crook catching to the sucker super heroes, Spider-Man.

Stick with me, and I'll make you a millionaire.

Sometime later, a thief was robbing the house of Ben and May Parker,

with old Ben having himself a fatal accident.

He might have gotten away with it,

except for that crummy wall-crawler.

He seemed to take it personally.

You'll never escape again, murderer!

Ahh! Oof!

To the web-spinner's surprise, the guy who wasted

Ben Parker was the same guy he let escape at the TV studio.

That's when Spider-Man started using

his powers to fight crime.

I know all this because

that guy was my cousin.

The guy who started Spider-Man on his crime-fighting career.

Hmm, you know, fate must have

made you my cell-mate.

For a long time I've been planning to take over.

New York's criminal underworld.

But there's one major element

that's forever standing in my way, Spider-Man.

But getting rid of Spider-Man by force has always failed.

Now, perhaps, there's a more subtle way of eliminating the wall-crawler.

Ben Parker's nephew,

Peter, always manages to get the best news photos

of Spider-Man for The Daily Bugle,

and Peter lives with his old aunt,

Ben's widow, May Parker.

Yeah, yeah, how very interesting.

You men seem to be doing well tonight.

- Oh, Hi, warden. - Thanks, warden.

- I'm going home early, Sam. - Yes, sir.

See you tomorrow, warden.

So, what happens now, Chameleon?

We wait, Colleen, and we plan the extermination of

a most meddlesome insect.

Excuse me.

But would you mind if I sat with you?

Oh, please do. I'm just waiting here for my nephew.

My name is Colleen Clark. I come here often.

It's so, so comforting

since I've been left alone.

I understand, Colleen.

- I'm a widow too. - Yes.

Oh, my!

But that's a fine-looking gentleman over there.

Oh... Oh, my stars! It's Ben!

My husband Ben.

Ben, dear, wait! Don't go away!

Right on time again, Aunt...

Aunt May, what's wrong?

I, I saw your Uncle Ben.

He went into the other gallery.

Be right back.

Uh, sir, did a man just come in to this room?

Uh, no one at all.

Thank you.

Maybe your husband's spirit wants to tell you something.

His, his spirit?

I know a man who might be able to help you...

A spirit medium.

The great Mentarr?

I'm sorry, Aunt May, but no one saw anyone.

I did. I saw Ben.

I appreciate you bringing me here, Colleen.

Thank you so much.

I do hope you find your answer here, May.

I'll call you later. Oh, thanks again.

[knocking on door]

Mrs. Parker?

The Great Mentarr has been expecting you.

You know my name?

This way, Mrs. Parker. Through the doorway.

Oh, thank you, dear.

I won't deceive you.

Mrs. Clark phoned that you were coming, and why.

Please.

You wish to contact your beloved husband's spirit.

Concentrate on him with all your mind and heart.

OK, Mentarr, get ready to win an Oscar.

Oh, spirit world,

I request a sign that you hear me.

[buttons beeping]

[bells ringing]

[trumpets sounding]

We wish to contact

the spirit of Benjamin Parker.

Now concentrate, Mrs. Parker.

[Ben's voice] May!

May, dear!

I knew you'd come.

I can't rest, May...

Ben! What's wrong, dear?

I should be alive.

But because of Spider-Man, I'm not.

- Because of Spider-Man? - Yes.

I cannot rest.

But there must be some way you can find peace, Ben.

Spider-Man must be

made helpless,

and turned over to Mentarr!

Remember!

If not for Spider-Man,

I'd be alive today!

Ben!

The psychic contact has been broken, Mrs. Parker.

The seance is over. I'm sorry.

But, perhaps this spirit amulet necklace

will help you contact Benjamin again.

It is my gift to you, Mrs. Parker. Wear it.

Wear it always.

That scent. It's very pleasant.

Peter, you've met Spider-Man.

Do you think I might some time soon?

But I thought the wall-crawler scared you.

Oh, maybe The Bugle was fibbing when it said Spider-Man is bad.

After all,

the police department is giving him an award.

Well, if you really want to meet him,

how about tonight?

Now, he said he'd be here in a little while.

Sorry I have to study at the library.

Hope you two get along.

Spider-Man,

won't you come in to my parlour?

I changed the bulb, Mrs. Parker.

That's nice. I've been waiting for Peter to do that for weeks.

The doctor said one of these would make me sleep.

I wonder how many a Spider-Man would have to take.

Here we are, homemade cookies

and ice cold milk.

Mm, looks good. Thanks, Mrs. Parker.

- Here's to you. - Here's to you, Ben.

Huh?

My spider sense...

Oh, how awful!

That milk was starting to go bad.

And don't forget. You promised to come back.

I will.

How did that, whatever it was,

get into Aunt May's milk?

Ah, the old lady blew it.

She needs another visit from Ben.

Oh, well, tomorrow's another day.

All right, she turned in.

Give her 10 minutes.

Hypnotic fumes in the spirit amulet necklace will help make.

Ben's appearance totally real.

May! May, my dear.

Ben!

Help me, May.

Help me to find peace.

Until Spider-Man is made helpless,

I cannot rest!

I'll help you rest, Ben.

Remember our motto.

If at first you don't succeed,

try, try again.

Bye, Aunt May.

Say hello to Spider-Man for me while I'm gone.

You say the airport?

Yeah, but you can let me off at the corner.

Sure. Huh?

[May] I don't see how I ever managed to keep house without your help.

You can set it down now, Spider-Man.

You're the boss, Mrs. Parker.

Oh, please, call me Aunt May.

Have I got it where you want it?

Let me just line it up. Let's see.

- A little to the right. - Sure.

A little more. Perfect.

Anything else? Hey!

What happened?

Oh, my heavens! It slipped. Oh!

I'm all right.

Uh, Aunt May, I think maybe we ought to get some fresh air.

Yes, good idea.

You know some place I've never been with lots of fresh air?

The top of the Statue of Liberty.

Huh?

Sight-seers never get a view like this.

How true, Spider-Man.

On a clear day, you can see...

No! I can't do it. I, I...

Oh, I'm slipping!

- Aunt May! - Ah!

Oh, one should never wear slippery shoes

on top of the Statue of Liberty.

That Parker woman has failed

in her every attempt to deal with Spider-Man.

It's obvious she needs help...

Help that will deal with her as well.

OK, enough's enough. What's happening?

Is my dear Aunt May getting...

Is she going... Am I going...

[Ben] It's Ben!

May, listen carefully.

What's that?

It will all be over tomorrow, May.

Have Spider-Man here a little before 12 noon, exactly.

I'm trying, Ben.

But something always seems to go wrong.

Before noon tomorrow, Ben.

I will, I will.

I don't believe what I'm seeing.

Got to get to the bottom of this.

[Ben] Tomorrow, I'll rest.

Tomorrow.

Tomorrow...

Hey! Where is he?

Well, I'm beginning to understand

your reputation for rudeness, Spider-Man!

But, but...

Oh, never mind, Aunt May. I'm sorry.

But nothing will stop me from being here at noon tomorrow. I promise you that.

Good.

And today, the masked crime fighter called Spider-Man

receives an award from the New York Police Department.

Thanks, everybody.

I really appreciate this, but I have to go now.

Honest. It's very important. Thanks again, guys.

[doorbell ringing]

I wonder who that is.

Oh! Somebody left a present.

"Congratulations, Spider-Man."

Why, this must be what Ben talked to me about.

I must give it to Spider-Man at exactly 12 noon.

There he is, right on time.

Press the button. We'll have five seconds to get away.

But the old lady. She'll caught in...

Shut up and drive!

[Spider-Man] All I want to know, Aunt May, is what your special surprise is.

Don't tell me.

My spider sense tells me this cake isn't for eating.

It's for throwing!

Your cake!

I'm sure I'd have gotten a big bang out of it.

But right now, I'm going to

get to the bottom of this case... Fast!

Double darn you, Spider-Man.

May Parker isn't finished with you yet.

I think we lost him.

[Spider-Man] Three wrong thinks and you're out.

No. You're out!

Ahh... the old gas gag!

Come on. We'll pick our time to fight.

There's still dear Aunt May in the meantime.

[skeleton laughing]

Those spirit effects will detain him long enough for us to get away.

But the police will spot us.

They'll only see the big hero

they gave the award to today.

Be very careful with that, ma'am.

It's deadly on more than little insects.

Yes, well, it's a very, very big spider.

Then let's make tracks, Spidey.

Why...

[skeleton laughing]

[beeping]

- [spirits cackling] - Now, what...?

See you clowns next Halloween!

Didn't think they'd stick around for autographs.

[zapping]

[Ben] May! May, my dear!

I can't rest.

You will now, Ben.

Help me, May. Help me to find peace.

Remember, if not for Spider-Man,

I'd be alive today.

If not for Spider-Man.

What? You fool!

Look, I'm not Spider-Man!

Now I know why you wear that mask.

Your real face is even scarier.

She poured acid on the steering wheel!

No!

- Hey! - Where you going?!

Chameleon, use the brakes!

[coughing] Ohh!

Chameleon!

Thank heaven for little spider tracers.

Guess that sinks another of your master plans, Chameleon.

Oh...

[groaning]

And I'll bet this piece of junk jewelry

is the cause of Aunt May's visions.

What happened? You?!

Phew, hypno-gas.

Taking advantage of a fine old woman like May Parker

is about as low as you can get,

and I'll see to it you receive a jail sentence as long as you can get!

Uh, I really don't remember much, Peter.

That awful hypno-gas

clouded my mind.

I just know that Spider-Man, well...

He, he...

He's not as bad as some people say?

No! Whatever gave you that idea?

I was about to say, he was probably behind it all...

Whatever it was.

Well, win a few, lose a few.

[theme music playing]