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Previously on Spider-Man.

Doc Oct? You're not getting away this time.

It's going to explode.

The medical lab! It will take years to replace.

How can I've been so irresponsible?

I'm going to use all my resources to ruin Spider-Man for this.

If you see Spiderman, give him this fan mail.

"Dear Mr. Robertson,

could you please ask him to come and visit our little daughter?"

"She's his biggest fan." Yeah yeah.

My life as Spider-Man is over.

You are wrong, Mr. Parker.

You are about to embark on a period of training

for a mission I require of you.

And you must have the faith of a child.

Spider-Man.

I'm not going to be Spider-Man anymore.

You never quit.

- I need to do some web swinging. - Not without me, you're not.

Taina, hide.

I call it the Octobot.

- You never learn, do you? - On the contrary.

Spiderman, no!

This time you lose.

My dear Spider-Man,

it's too bad the effect of the knockout gas is only transient.

But it will give me time to reassert my control over the Octobot.

Then I will find a more permanent solution to my spider problem.

Spider-Man, wake up!

Do you see?

This is my newest weapon

and you will help me perfect it.

Good. My neuro-neutralizer ray has inhibited your synaptic responses.

Now I finally has the chance to find out

who you are behind that mask.

Octavius?

I trust our plans for acquiring the argon matrix laser

are proceeding according to schedule.

I have encountered one delay,

the outcome of which may be to your liking.

Spider-Man?

Yes! I have succeeded in reformatting Spider-Man's brain.

Brilliant, Octavius.

Spider-Man shall spend the rest of his days

in service to the Kingpin.

Don't be too sure.

Where am I?

So Spider-Man, how is your head, huh?

Are you talking to me? Who are you?

You don't know me?

No, I'm sorry. I'm a little confused.

That's to be expected.

You were accidentally injured

when my neuro-neutralizer suffered an interface misalighment.

Neuro-neutralizer?

It is a memory voiding device to use in our next crime.

- Our next crime? - Of course.

You mean to tell me that I'm a criminal?

You're wearing a mask, aren't you?

Perhaps you should remove it.

It might make you think clearer.

No. Something's wrong.

Er no. I'll keep it on.

- As you wish. - Who exactly are you, anyway?

A scientist devoted to the betterment of all mankind.

But I have many enemies,

who try to keep me from the resources I need.

You recognize the importance of my work.

If only I could remember.

I want to but it makes my head hurt.

Allow me to fill in the details for you.

Excuse me, Miss. You've got to help me.

I'm sorry, little girl, but the movie just starting.

Out awful late aren't we, little lady?

You can help me.

We have to get Spider-Man out of the secret lab.

Well sure, of course I'll help.

Right after we get you home to your parents.

You seemed troubled, my friend.

I'd like to know what's going on here.

I just can't believe I'm who you say I am.

Since there is nothing I can say that will persuade you,

perhaps this is the proof you seek.

It's time we stop Spider-Man.

He's a blight upon humanity.

Okay okay, you've convinced me.

I must be some piece of work for that guy to hate me so much.

You must trust me. Now rest, my friend.

We have a long night ahead of us.

He seems to make sense, but I don't know.

Why did I have that weird feeling when he reached for my mask?

Who's under this mask anyway?

Maybe if I knew...

I don't recognize the face.

I don't know who I am!

Is there anybody who does?

Peter must be awfully busy to have missed dinner with us tonight.

He probably got caught up at work and forgot about our dinner plan.

You know Peter. His memory's the worst.

- So's his manners. - Aunt Anna!

I hope he's okay.

She won't say where she lives.

She only talks about Spider-Man.

Officers, arrest this man.

Another deadbeat huh, Mousie?

Don't you know it.

I show him to try to ride my car for free.

Hey!

Nice moves, Mousie.

In the words of the immortal James Brown

"I don't know karate, but I know ker-ray-zee."

Hm, no good, fare jumping so-and-so.

Get out of there girl!

Nobody steal the ride in Mousie's cab.

I'm not stealing.

I'm trying to get help for Spider-Man.

Oo little girl, you must think I just rolled off the coconut wagon.

I do admire your creativity.

For that, you get a free ride home.

Why won't anyone listen to me?

Just because I'm 8 years old, doesn't mean I'm lying.

Of course you don't, girl.

All the same, that's a pretty wild story.

Spider-Man's really in trouble.

He'd help you if you were in trouble.

Hold it right there girlie.

I know what kind of man he is.

He once rescued me from a mugger.

I hate to think what would have happened to the Mouse

if Spider-Man hadn't been there for me.

But Dr. Octopus wiped out his memory.

So Spider-Man's not here anymore for anybody.

You have to help. You owe him one.

Don't you be telling me what I owe, girl.

If you don't believe me, I'll just find somebody who will.

Now I didn't say nothing about not believing you.

Sit over there and fasten your seat belt.

I know it's one of these buildings.

That's them. That's them!

So it is. You were right.

Well, partner. This casing for the argon matrix laser

requires a rare metal alloy

one that we must liberate from the Wellington foundry.

The security staff here is a virtual army

but it should prove no match for the combined might of

Dr. Octopus and Spider-Man.

Follow my instructions to the letter.

Your timing must be precise.

Sure thing my old buddy.

- There's Spider-Man. - This don't look good girl.

Taina, wait!

Whatever you are, freeze!

Did you say "squeeze"?

Break-in in sector 5.

Send in robot tanks.

Oct scheme is brilliant.

While he distracts them, I'm free to sneak in unnoticed.

All I have to do is avoid the alarms.

Where you think you're going girl?

I'm gonna help Spider-Man.

Oct said to stay above the floor to avoid their sensor beams.

Now, where would they keep their precious alloys?

Ah ha!

This is the alloy.

But how did I know that?

Why do I feel so guilty?

Spider-Man, don't!

A little girl! What's she doing here?

So much for sneaking in unnoticed.

Another break-in. Sector 2. Disengage battle.

That strange feeling again.

Quick! You have to get out of here.

But Spider-Man!

You heard the man. Go girl, go!

Just one of those weapons could turn me into spider paste.

Hello boys.

So, maybe you're wondering why I called this meeting.

I believe this is mine.

Time we be doing the hustle too, girl.

Come, Spider-Man. Our work here is finished.

The Spider-Man has turned bad.

Yes, but it's not his fault.

This is a much bigger problem than the Mouse thought.

We think we need help.

Robbery? What do you know about that?

We saw the whole thing.

Oh really?

Do you expect a serious news organization

to rely on a little girl and a cabbie as reliable sources?

It's true man.

It was the Spider-Man and the Octopus.

The Octopus got Spider-Man working for him.

Spider-Man and Dr. Octopus?

Maybe you should sit down and tell me everything.

Spider-Man is innocent.

He doesn't remember who he is.

A J3 exclusive.

Very reliable sources

tell me Spider-Man has join forces with Dr. Octopus

to form a crime duo that might possibly be...

This is terrible.

Oh my goodness.

I hope Peter isn't trying to get pictures of Spider-Man.

That boy is so self centred and uncaring.

Aunt Anna. Hush!

Mary Jane, I don't want you involved with Peter Parker anymore.

And I believe this is the beginning of a Spider-Man crime spree

the likes of which we've never known.

Spider-Man must be stopped!

Why that double-crossing...

He gonna get Spidey hurt.

Not if we get to Spider-Man first.

Every cabbie in this city owes this Spider-Man one way or the other.

It's time for some payback.

Yo Vinny, this is the Mouse calling.

I've got a tourist here wants to find Spider-Man.

Yeah, well I'm running a cab company, not a tour bus.

The guy say he willing to pay double.

Why didn't you say so?

I'll get every cabbie in the city on it.

This is Deepak. I am not believing what I am seeing.

Strange vehicle. Looks like Spider-Man is driving it.

Ya man. That big old bus is trucking up town.

Remember.

What is wrong with you?

Don't you remember how to drive?

What am I seeing? Who was that woman?

Am I going crazy?

Come in Mousie. Gadget here.

I just lost 'em near the south end of Central Park.

Not to worry. We'll pick it up from here.

There they go.

We got them now, girl.

At last. The argon matrix laser is within my grasp.

Freeze!

Spider-Man, stop!

You don't know what you're doing.

Doc Oct is messing with your head.

You! You were at the foundry.

Who are you?

I'm your friend. You must remember.

Remember. What have I done?

Yeah yeah. I don't need fan mail.

Spider-Man, is this a dream?

My head!

What are you doing?

I will not tolerate interference.

Get rid of them.

Run child, run. And don't look back.

Why does she keep following me?

What is she trying to tell me?

Did you find the little girl?

No. She got away.

Quickly. We must go back to the lab.

SOS. Mayday. Cab in trouble.

I need help. Andale.

At last.

My creation and I are reunited.

How about a little more air?

That little girl. Who is she anyway?

You must remember Taina.

He thinks the world of you.

You cannot let her down.

Think. Concentrate.

Wow.

I make web fluid that load into these web shooters.

All I cared about back then was taking care of number one, me.

I must mount the argon matrix laser on my Octobot immediately.

What shall we do with her?

She is of no value.

Get rid of her, now.

You can't do this. That little girl believes in you.

I don't know what to believe.

Believe in yourself.

How?

Find a part of you deep inside that feels true.

If you can remember anything,

try to remember Taina's love for you.

All these images.

It feels like I want to remember them, but

then my head starts throbbing.

I thought I told you to get rid of her.

Must I do everything myself?

Thanks. You must remember.

Mousie, are you okay?

Of course I am girl.

Takes more than a big, bad fishman to hurt the old Mousie.

I know you.

Yes, you do.

I've got to remember.

I must try.

Must...

I'm your greatest fan ever.

And you must have the faith of a child.

Showbiz?

- Taina. - Spider-Man!

I remember.

Then you must remember this.

You will never be rid of me.

Look out, Spider-Man!

And now, Spider-Man, say goodbye.

This is so cool!

No, no! Mother of mercy.

Is this the end of Octavius?

Defeated by a... a child?

Face it Oct. These kids today just have no respect for their elders.

Spider-Man, you really are my hero.

You're the hero, Taina.

You're the bravest little girl I've ever met.

How about a lift home, girl?

- Mind if I give her a ride? - No problem.

Time to get you home.

Good night everybody.

See you.

- Bye bye. - Good night.

If I ever imagine our little joy ride could turn into all this

I certainly never would have done it.

Are you kidding?

Thanks to you, I had the greatest night of my life.

I should be thanking you.

You made me believe in myself again.

If there's anything you ever want...

There is one thing.

Would you take off your mask for me?

I want to know who you really are.

But I... I can't.

Wait. Maybe I can. For you, Taina.

Wow, you're Peter Parker!

Yes. That's who I am.

That is so cool!

Thank you Spider-Man, Peter.

You are the best friend I ever had.

I was thinking the same thing about you.

I'll keep your secret for the rest of my life.

Thanks, Taina. Good night.

It'll sure be good to get home.

Oh no, not this again?

Madame Web, where am I?

You were lost, but now you are found.

And it's a good thing too, because we have a job to do.

It will be your greatest challenge.

Wait!

What kind of challenge was she talking about?

Oh well, I suppose it doesn't matter.

I do know who I am now.

And I'll be ready.

And it's all because of the faith of a little girl

whose more of a superhero than I'll ever be.

WISH COME TRUE FOUNDATION FOR TERMINALLY ILL CHILDREN