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1
00:00:18,269 --> 00:00:20,105
- On my order.
- Stop.
2
00:00:20,271 --> 00:00:24,818
Kravinoff, the beast is mad with fever.
It must be put down.
3
00:00:24,984 --> 00:00:27,445
It can be saved.
4
00:00:27,612 --> 00:00:29,948
We've tried tranquilizer darts.
Its hide is too--
5
00:00:30,115 --> 00:00:31,199
Please.
6
00:00:31,366 --> 00:00:33,576
Sergei Kravinoff
needs no tranquilizers...
7
00:00:33,743 --> 00:00:36,246
...to bring down his prey.
8
00:00:37,122 --> 00:00:39,290
You had better hope you're right.
9
00:01:00,311 --> 00:01:02,981
Oh, no, you don't, my friend.
10
00:01:09,779 --> 00:01:11,948
You need a nap, old man.
11
00:01:44,939 --> 00:01:46,858
Good boy, Gulyadkin.
12
00:01:55,575 --> 00:01:57,577
Sergei, my love.
13
00:01:57,744 --> 00:02:01,706
You were magnificent
with that poor rhinoceros.
14
00:02:01,873 --> 00:02:03,917
Do not patronize me, Calypso.
15
00:02:04,083 --> 00:02:07,045
It was, as always, all too easy.
16
00:02:07,212 --> 00:02:10,381
Then perhaps this
will brighten your mood.
17
00:02:10,548 --> 00:02:14,761
Another package from
our anonymous friend in America.
18
00:02:15,512 --> 00:02:17,305
This new beast is intriguing.
19
00:02:17,972 --> 00:02:24,270
No other creature has this combination
of speed, agility and strength.
20
00:02:24,729 --> 00:02:28,775
I am convinced.
It is a prey worthy of my prowess.
21
00:02:28,942 --> 00:02:30,735
We will fly to New York...
22
00:02:30,902 --> 00:02:35,949
...to hunt this Spider-Man.
23
00:04:17,759 --> 00:04:19,761
Hey, Parker.
Flash look about done in there?
24
00:04:19,928 --> 00:04:21,262
We got practice.
25
00:04:21,429 --> 00:04:25,516
Cool it, King Kong.
Bio's not exactly QB's top subject.
26
00:04:25,683 --> 00:04:28,603
Yeah, does he have a top subject?
27
00:04:28,770 --> 00:04:30,271
- Football.
- Football.
28
00:04:32,690 --> 00:04:35,652
Wow, and with no spider-sense.
29
00:04:35,818 --> 00:04:38,613
Come on, Pete,
just tell her how you feel.
30
00:04:39,364 --> 00:04:41,866
Gwen, I've been wanting to say...
31
00:04:42,033 --> 00:04:45,370
Hey, Rand, look. Nerd love.
32
00:04:46,371 --> 00:04:48,456
That I'm interning at ESU again.
33
00:04:48,623 --> 00:04:51,209
I heard. I'm so happy for you.
34
00:04:51,376 --> 00:04:53,461
I thought we could
head over together.
35
00:04:53,628 --> 00:04:57,048
And maybe score a little
cross-town bus privacy for a real talk.
36
00:04:57,215 --> 00:04:58,716
Thank you, thank you, thank you.
37
00:04:58,883 --> 00:05:00,885
I aced that final. I can feel it.
38
00:05:01,052 --> 00:05:03,763
And it's all because I had
the world's best tutor...
39
00:05:03,930 --> 00:05:05,306
...Petey.
40
00:05:07,517 --> 00:05:11,437
Well, I'm just glad I could help.
41
00:05:15,608 --> 00:05:18,403
Hey. You didn't wait for me.
42
00:05:26,744 --> 00:05:29,372
I wasn't sure your grateful pupil
would detach herself...
43
00:05:29,539 --> 00:05:31,207
...in time for you to catch the bus.
44
00:05:31,374 --> 00:05:32,750
There he is.
45
00:05:32,917 --> 00:05:35,003
- Welcome back, Pete.
- Thanks.
46
00:05:35,169 --> 00:05:37,255
And thanks for the second chance.
47
00:05:37,422 --> 00:05:40,591
- I promise I won't need a third.
- We hope not, Peter.
48
00:05:40,758 --> 00:05:43,720
Pete, this is Debra Whitman.
She's the new Eddie.
49
00:05:43,886 --> 00:05:46,931
Hey, Deb.
It's nice to be working with you.
50
00:05:47,098 --> 00:05:49,350
I think she prefers Debra.
51
00:05:49,517 --> 00:05:52,437
Speaking of Eddie,
I know you two are friends.
52
00:05:52,603 --> 00:05:55,231
- Have you heard from him?
- Yeah, I'm worried.
53
00:05:55,398 --> 00:05:57,775
He was right behind me
at the Thanksgiving Parade...
54
00:05:57,942 --> 00:05:59,277
...when that monster--
55
00:05:59,444 --> 00:06:02,905
Anyway, I haven't seen him since.
Do you think--?
56
00:06:03,072 --> 00:06:05,783
Sorry. I don't know where he is.
57
00:06:05,950 --> 00:06:07,869
Believe me, I wish I did.
58
00:06:08,036 --> 00:06:11,205
Curt, this research of yours
is stunning.
59
00:06:11,372 --> 00:06:14,959
Kids, this is our new senior fellow,
Dr. Miles Warren.
60
00:06:15,126 --> 00:06:17,295
- Miles, this--
- Yes, Gwen Stacy, Peter Parker.
61
00:06:17,462 --> 00:06:20,339
My brother, your biology professor,
speaks highly of you both.
62
00:06:20,506 --> 00:06:21,799
Now, about your theories...
63
00:06:21,966 --> 00:06:24,969
...on lizard DNA's mutagenic
application to the human genome.
64
00:06:25,136 --> 00:06:26,804
They mesh perfectly with my work...
65
00:06:26,971 --> 00:06:29,307
...running computer simulations
on mammalian DNA.
66
00:06:29,474 --> 00:06:30,808
Missing a step, of course.
67
00:06:30,975 --> 00:06:33,603
The formula must be electrolyzed
to increase potency.
68
00:06:33,770 --> 00:06:35,271
But if we combine our efforts...
69
00:06:35,438 --> 00:06:37,732
...we could have a working,
programmable mutagen--
70
00:06:37,899 --> 00:06:40,485
That line of research
was a dead end, Miles.
71
00:06:40,651 --> 00:06:44,489
Something of an embarrassment,
really. Please, just drop it.
72
00:06:46,115 --> 00:06:48,201
If you insist.
73
00:06:52,121 --> 00:06:56,667
I think Liz Allan really is into me.
74
00:06:56,834 --> 00:06:58,127
Gwen too.
75
00:06:59,504 --> 00:07:01,839
Gwen, Liz. Liz, Gwen.
76
00:07:02,006 --> 00:07:05,968
Web-slinging 30 floors up
never made me this dizzy.
77
00:07:06,677 --> 00:07:08,513
There you are.
78
00:07:08,679 --> 00:07:11,849
Such agility, such grace.
79
00:07:12,016 --> 00:07:16,020
Truly, prey worthy of Sergei Kravinoff.
80
00:07:54,892 --> 00:07:56,060
Where'd you come from?
81
00:07:56,227 --> 00:07:59,730
Mother Russia,
by way of mother Africa.
82
00:07:59,897 --> 00:08:02,567
Two moms and still so ill-behaved?
83
00:08:15,079 --> 00:08:16,747
Look, what's the game here?
84
00:08:17,999 --> 00:08:20,501
Big game. Now be still.
85
00:08:20,668 --> 00:08:25,256
The noblest prey ends the hunt
in silent dignity.
86
00:08:25,423 --> 00:08:27,091
Prey? Silent?
87
00:08:27,258 --> 00:08:29,343
Dignity? You don't know me at all.
88
00:08:33,556 --> 00:08:36,601
You cannot shake Sergei Kravinoff
so easily.
89
00:08:36,767 --> 00:08:38,936
Hey, Spidey never does
anything easy.
90
00:08:39,103 --> 00:08:41,647
Oh, man, now you've got me talking
in the third person.
91
00:08:41,814 --> 00:08:43,357
Just for that...
92
00:08:46,611 --> 00:08:48,196
Amazing.
93
00:08:48,362 --> 00:08:51,616
No beast has ever broken
the grip of Kravinoff.
94
00:08:51,782 --> 00:08:54,035
Oh, okay,
I think I see the confusion.
95
00:08:54,202 --> 00:08:57,872
Not a beast, a spider man, get it?
96
00:09:01,584 --> 00:09:05,630
Always Kravinoff tempers his skills
to give his quarry a chance.
97
00:09:05,796 --> 00:09:09,050
At last, Kravinoff can be Kravinoff...
98
00:09:09,217 --> 00:09:11,594
...and thrill to a true challenge.
99
00:09:12,511 --> 00:09:13,554
Missed.
100
00:09:13,721 --> 00:09:15,640
And missed again.
101
00:09:19,435 --> 00:09:21,646
Okay, point for you.
102
00:09:21,812 --> 00:09:23,814
But proportionate strength
of a spider here.
103
00:09:23,981 --> 00:09:26,108
- I'll snap this thing and--
- Don't bother.
104
00:09:26,275 --> 00:09:29,779
This blow dart is tipped
with a paralyzing poison.
105
00:09:29,946 --> 00:09:33,783
It will all be over soon.
106
00:09:40,790 --> 00:09:41,832
What is this?
107
00:09:41,999 --> 00:09:45,086
Just a little sample of my spectacular
spider powers, chief.
108
00:09:45,253 --> 00:09:46,796
Here's another.
109
00:10:09,193 --> 00:10:11,612
Okay, the thermals with the hearts
were half-price...
110
00:10:11,779 --> 00:10:14,490
...and do not reflect
my very high macho quotient.
111
00:10:33,050 --> 00:10:35,386
You just don't get it.
112
00:10:37,722 --> 00:10:40,516
You're good. Maybe at hunting,
you're even the best.
113
00:10:40,683 --> 00:10:43,853
But when it comes to the New York
super-powered scene...
114
00:10:44,020 --> 00:10:45,855
...you're out of your league.
115
00:10:48,566 --> 00:10:49,608
No.
116
00:10:49,775 --> 00:10:53,070
This cannot be happening
to Sergei Kravinoff.
117
00:10:53,237 --> 00:10:54,572
Oh, Kravin off.
118
00:10:55,364 --> 00:10:57,491
Look at that guy.
119
00:11:08,210 --> 00:11:10,713
You have need of me, love?
120
00:11:13,591 --> 00:11:14,925
I did not call you.
121
00:11:15,092 --> 00:11:18,095
And yet I am here.
122
00:11:18,596 --> 00:11:19,764
No, Calypso.
123
00:11:19,930 --> 00:11:23,100
Only the hunt may restore
my lost honor.
124
00:11:23,267 --> 00:11:24,935
Gulyadkin.
125
00:11:59,303 --> 00:12:01,013
Formula electrolyzed.
126
00:12:01,180 --> 00:12:05,559
Point 02 volts for three seconds.
127
00:12:06,894 --> 00:12:08,479
Increased cell division.
128
00:12:09,021 --> 00:12:11,232
I'm as close to adapting
Dr. Connors' mutagen...
129
00:12:11,399 --> 00:12:13,859
...to mammalian DNA
as I can come...
130
00:12:14,026 --> 00:12:16,570
...without a test subject.
131
00:12:26,330 --> 00:12:27,665
He has been here.
132
00:12:28,040 --> 00:12:29,500
What is this place?
133
00:12:29,667 --> 00:12:31,585
My laboratory.
134
00:12:31,752 --> 00:12:34,255
What a magnificent specimen.
135
00:12:34,839 --> 00:12:35,923
Yours, I presume?
136
00:12:36,090 --> 00:12:38,843
Gulyadkin is no man's property.
137
00:12:39,009 --> 00:12:43,097
These spiders,
they do not exist in the natural world.
138
00:12:43,264 --> 00:12:46,809
Genetically altered to combine traits
from multiple species.
139
00:12:46,976 --> 00:12:49,270
- You can do that?
- I can.
140
00:12:49,437 --> 00:12:51,605
Then you created the Spider-Man.
141
00:12:52,690 --> 00:12:56,485
Yes, I gave Spider-Man his powers.
142
00:12:56,652 --> 00:13:00,364
Powers, yes.
That is how he beat me.
143
00:13:00,531 --> 00:13:04,452
The only reason he beat me.
Give me powers.
144
00:13:04,618 --> 00:13:07,288
Spider-Man paid handsomely
for his.
145
00:13:10,207 --> 00:13:14,545
Why should I pay
for what I can take?
146
00:13:14,712 --> 00:13:17,089
You'll have no idea
what I'm doing to you.
147
00:13:17,256 --> 00:13:18,549
Would you really trust me...
148
00:13:18,716 --> 00:13:22,636
...if it weren't in my self-interest
to succeed?
149
00:13:24,847 --> 00:13:28,392
Winding down the fourth quarter
of the state championship...
150
00:13:28,559 --> 00:13:31,562
...Mustangs are down by five
as Woodoak runs out the clock.
151
00:13:32,021 --> 00:13:35,941
Say, hey, what do you say
Midtown will come back today
152
00:13:36,108 --> 00:13:39,904
Go, Mustangs! Defense!
153
00:13:41,030 --> 00:13:43,491
Man, I love spectator sports.
154
00:13:43,657 --> 00:13:45,993
Hey, Petey. Is that the new camera?
155
00:13:46,160 --> 00:13:49,914
Yep, paid for with the advance
from my exclusive deal with the Bugle.
156
00:13:50,080 --> 00:13:53,584
Peter. Did I hear you say
you're taking pictures for the Bugle?
157
00:13:57,213 --> 00:13:59,757
Liz, you can't want to be
in the paper that badly.
158
00:13:59,924 --> 00:14:01,759
Geekitude is contagious.
159
00:14:02,426 --> 00:14:04,595
I don't mind catching
what Petey's got.
160
00:14:07,389 --> 00:14:10,226
Gorillas fumble!
161
00:14:12,186 --> 00:14:14,021
King Kong recovers.
162
00:14:14,188 --> 00:14:17,191
Midtown's ball with 30 seconds
on the clock.
163
00:14:21,654 --> 00:14:23,614
Thompson to Robertson.
164
00:14:26,992 --> 00:14:29,453
Out of bounds at the 50, 12 seconds.
165
00:14:29,620 --> 00:14:31,288
Rand, Rand, he's our man
166
00:14:31,455 --> 00:14:33,249
Rand, Rand, he's my man
167
00:14:33,415 --> 00:14:35,459
Gold ninety. Gold ninety.
168
00:14:35,626 --> 00:14:36,752
Hut-hut.
169
00:14:36,919 --> 00:14:40,297
Come on, Flash, you can do it.
Can't believe I just said that.
170
00:14:43,884 --> 00:14:46,178
Flash Thompson
unleashes the bomb.
171
00:14:46,345 --> 00:14:49,598
And Brown catches it!
The Mustangs win state!
172
00:14:49,765 --> 00:14:51,934
The Mustangs win state!
173
00:14:52,101 --> 00:14:54,144
Wait. Thompson's down.
174
00:14:54,311 --> 00:14:55,980
Flash?
175
00:14:56,605 --> 00:14:58,482
Flash.
176
00:15:00,693 --> 00:15:03,696
Here's the last
of your down payment, doctor.
177
00:15:03,862 --> 00:15:06,740
The rest comes
when I get what I need.
178
00:15:06,907 --> 00:15:12,329
And if I don't,
Gulyadkin makes the final payment.
179
00:15:14,123 --> 00:15:16,166
There's no need for melodrama.
180
00:15:20,671 --> 00:15:24,091
The mutagen was compounded
to your specifications.
181
00:15:24,258 --> 00:15:26,427
One more jolt...
182
00:15:33,183 --> 00:15:36,353
...and you're a new man.
183
00:15:41,317 --> 00:15:43,152
I feel nothing.
184
00:15:43,777 --> 00:15:46,989
Days of treatments and still nothing.
185
00:15:47,156 --> 00:15:50,492
You dare try to fool Kravinoff?
Admit it.
186
00:15:50,659 --> 00:15:54,622
You are in league with Spider-Man.
His scent is all over this lab.
187
00:15:54,788 --> 00:15:56,373
You can smell him?
188
00:16:20,064 --> 00:16:22,733
I believe I'm owed
an apology, Kravinoff.
189
00:16:22,900 --> 00:16:24,485
Call me Kraven.
190
00:16:24,902 --> 00:16:27,946
Kraven the Hunter.
191
00:16:32,409 --> 00:16:35,871
It's not like I want bad things
to happen to Flash.
192
00:16:36,038 --> 00:16:38,082
Well, not super bad things.
193
00:16:38,248 --> 00:16:41,377
Well, at least not super bad things
that make Liz forget I exist.
194
00:16:42,711 --> 00:16:45,673
And why stress over Liz anyway?
I'm into Gwen.
195
00:16:46,674 --> 00:16:48,175
Right?
196
00:16:54,598 --> 00:16:55,724
Hey, I know that getup.
197
00:16:56,100 --> 00:16:58,268
Kravinoff, is that you?.
198
00:17:01,271 --> 00:17:03,607
You can call me Kraven now.
199
00:17:04,858 --> 00:17:07,611
I could call you a lot of things.
What happened to you?
200
00:17:07,778 --> 00:17:09,613
Same as happened to you.
201
00:17:09,780 --> 00:17:12,950
Except Kraven pay
for higher class of DNA.
202
00:17:13,117 --> 00:17:15,953
- You paid to do that to yourself?
- Of course.
203
00:17:16,120 --> 00:17:19,123
Now Kraven climb
and leap like leopard...
204
00:17:19,289 --> 00:17:21,125
...run fast as cheetah...
205
00:17:21,291 --> 00:17:23,961
...and possess strength of lion.
206
00:17:33,637 --> 00:17:34,763
Don't get any ideas.
207
00:17:34,930 --> 00:17:38,434
Before, your powers
gave advantage.
208
00:17:38,600 --> 00:17:44,898
But Kraven has levelled the field,
and you will fall like any prey.
209
00:17:45,065 --> 00:17:46,525
Hate to break it to you, tabby.
210
00:17:46,692 --> 00:17:49,069
You're not my first genetic experiment
gone wrong.
211
00:17:49,236 --> 00:17:51,822
Just the first that smells
like a litter box.
212
00:17:51,989 --> 00:17:54,324
All I smell is fear.
213
00:18:10,466 --> 00:18:11,550
Perfect.
214
00:18:11,717 --> 00:18:13,343
Hang on. Gotta take this.
215
00:18:13,510 --> 00:18:15,971
- Liz?
- Oh, Petey, thank goodness.
216
00:18:16,138 --> 00:18:18,056
Flash is in surgery,
and I'm freaking out.
217
00:18:18,223 --> 00:18:20,809
Can you come
to Manhattan General?
218
00:18:21,518 --> 00:18:23,020
I'm in the middle of something.
219
00:18:23,187 --> 00:18:26,148
Please, Petey. I really need you.
220
00:18:26,315 --> 00:18:27,983
You do? Okay.
221
00:18:28,150 --> 00:18:30,360
Soon as I can, I promise.
222
00:18:31,695 --> 00:18:32,738
Thanks, Petey.
223
00:18:32,905 --> 00:18:35,157
Oh, Flash's parents are here.
Gotta go, bye.
224
00:18:35,616 --> 00:18:38,368
Yeah, she's gotta go.
225
00:18:40,287 --> 00:18:43,540
That's it. I've had enough of gorillas
for one night.
226
00:18:43,707 --> 00:18:45,918
This one's for Flash.
227
00:18:46,710 --> 00:18:48,879
Can't believe I just thought that.
228
00:19:12,736 --> 00:19:14,738
Here, kitty, kitty.
229
00:19:14,905 --> 00:19:17,115
Wish I was playing hide and seek
with Black Cat.
230
00:19:17,282 --> 00:19:19,034
I so prefer my felines female.
231
00:19:47,104 --> 00:19:49,439
Yeah, the werewolf look was passé.
232
00:19:49,606 --> 00:19:52,734
But the mummy thing, pure gold.
233
00:20:24,391 --> 00:20:27,102
Now you're mine, prey.
234
00:20:27,269 --> 00:20:29,438
Sorry, who's the prey?
235
00:20:34,276 --> 00:20:35,861
Take that, pussycat.
236
00:20:36,028 --> 00:20:38,655
A lesson in humility,
courtesy of the original...
237
00:20:38,822 --> 00:20:42,200
...and still number one
genetic misfit, me.
238
00:20:59,092 --> 00:21:00,302
Liz.
239
00:21:01,470 --> 00:21:02,846
Petey.
240
00:21:03,013 --> 00:21:04,514
Are you okay?
241
00:21:04,681 --> 00:21:05,849
I'm fine.
242
00:21:06,016 --> 00:21:08,185
But Flash is still in surgery.
243
00:21:08,352 --> 00:21:13,106
I know you two aren't exactly close,
but if you'd just sit with me...
244
00:21:13,273 --> 00:21:15,817
Sure, as long as it takes.
245
00:21:15,984 --> 00:21:17,402
Thanks.
246
00:21:17,569 --> 00:21:19,863
I'm so glad you--
247
00:21:20,030 --> 00:21:21,198
Well, he did great.
248
00:21:21,365 --> 00:21:22,991
There's every reason to be hopeful.
249
00:21:23,158 --> 00:21:25,535
But we won't know how the knee
will heal for months.
250
00:21:25,702 --> 00:21:26,954
He'll wake soon.
251
00:21:27,120 --> 00:21:29,122
Immediate family only.
252
00:21:34,211 --> 00:21:35,879
Calypso?
253
00:21:36,046 --> 00:21:38,882
This change, it--
254
00:21:39,508 --> 00:21:41,843
The eyes suit you, love.
255
00:21:42,594 --> 00:21:45,889
The hunt is not over.
256
00:21:46,056 --> 00:21:47,724
Glad to hear it.
257
00:21:47,891 --> 00:21:52,688
Our anonymous American friend
now has a name of sorts.
258
00:21:52,854 --> 00:21:54,856
I'm called the Master Planner.
259
00:21:55,023 --> 00:21:56,858
And I was wondering...
260
00:21:57,025 --> 00:22:02,030
...how do you feel
about hunting in packs?
18138
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