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Previously on Spider-Man.

This is the one?

Put him to the test.

Who are you?

The Beyonder.

You have been chosen.

For the test of good against evil.

We have Doctor Octopus,

Doctor Doom...

Spider-Man: Alistair Smythe.

The Lizard, the Red Skull.

Banish evil from this planet or perish.

I need help to save this planet.

Computer, bring me Storm,

the Fantastic Four,

Iron Man,

Captain America, now.

I'm the one who brought you.

Millions of lives are at stake.

( Growling )

We've got to stop him.

Giant worms.

We have to get the Lizard back.

We've got to turn on the force field.

Power of lightning.

A rational mind, trapped in this lizard body.

I'm with you.

Now, we show the Beyonder

what Earth people are really made of,

if you'll agree to work with me.

We're in.

He is a leader.

Yes, but soon, Spider-Man must face

his greatest horror in the universe.

( Growling )

( Screaming )

( Yelling )

( Roaring )

Vampire...

surrender to your destiny.

You would destroy your own mother?

My mother is gone.

Now there is only you,

Miriam, queen of the vampires.

Then I am disappointed.

This means I cannot save you.

( Yelling )

Excellent, my children.

It was easier than I thought to trick them.

You and your kind will never win, mother.

We just have, my son.

Alas, who will be left to fight the good fight

when Blade and Morbius are gone?

Ask and you shall receive, Queenie.

Move an inch, and I'll fire this solar light emitter.

( Gasping )

( Screaming )

No!

- Black Cat. - My love.

( Yelling )

Felicia.

What's wrong?

I thought you two had this thing figured out.

This is alien technology, Spider-Man.

Oh, we've managed to power it up.

We don't know how well it will operate.

I'm doing my best to bring your comrade here.

Spider. Where am I?

What have you done?

I've just transported you from Earth to an alien planet.

No! No! Not now.

At this moment, Morbius and Blade are surrounded

by Miriam and her vampires.

You've got to send me back... now.

Spider-Man, this is the partner you said was going to help us?

She's been in better moods.

Whoever you are, stay out of this.

You have no idea what's at stake.

I'm afraid I do, Miss...

I'm called the Black Cat.

My name is Captain America.

You're Captain America?

But that's impossible.

Cat, you really have to hear us out.

Talk fast, and then we'll see how angry I still am.

Storm to base.

I've made contact with those on this planet

who are rebelling against the evil ones.

I've explained your plan.

But their leader wants to speak with you.

This is General Torg.

My people are growing restless and angry.

We are willing to hold off our attack, but not for long.

My team and I only need a day

to mount a rear stealth attack on the Red Skull's stronghold.

Can you give us that?

No. I can only give you ten hours.

If you are not there in time, I must attack without you.

Spider-Man, that won't give us enough...

We'll be ready. You have my promise.

Then it is agreed.

We will await your signal.

I realize that you are supposed to be in charge, Spider-Man,

but I disagree with your plan.

We're already shorthanded with the Fantastic Four

launching a separate attack on Doctor Doom.

You know we have to cross miles of treacherous, deadly wasteland

to launch our assault on the Skull's rear flank.

We can't do it in ten hours.

We have to do it.

Let me get this straight, Spider.

You brought me to this planet without my permission

and now you want me to go on a suicide run?

I just wish somebody had the courtesy to ask me first.

It's a good thing this lab has what I need to make more webbing.

I think I'm gonna need it.

Cat's been avoiding me.

I guess I'll have to be the first one to say something.

Cat, I hope you're still not angry with me.

I certainly am.

I'm sorry.

Look, I didn't bring you here so we could fight.

Why did you bring me here?

I needed your support, Cat.

You know how I think.

You know how I like to operate.

You and I work like a team.

I just thought...

That I'd make you feel better?

Why do you always think you're the only one who's important.

I left two young heroes back on Earth who need me, too.

Do you think it was fair to them

to snatch me away just to hold your hand?

Spider, won't you ever grow up?

Well, that's gotten things off to a wonderful start.

Iron Man, what's happening?

It's a sand storm.

I estimate another five minutes

and the atmosphere will render the vehicle useless.

Whoops, guess I was wrong.

Hang on. We just lost our power.

The engine is clogged with sand.

We'll have to walk.

My suit may fail like the hovercraft if I fly.

Uh... I think I'll walk, too.

Another quake.

If it gets any worse

it might be wise for us to turn back.

That's not an option.

We keep moving.

You almost sound like you know what you're doing.

The fact is, Moe probably does a better job of leading the Three Stooges.

Smythe, I can only spare one moment

from planning my attack on the rebels.

Why did you send for me?

I thought you'd want to see this right away.

Behold, my latest creation.

The cyber-skull.

Brilliant.

Brilliant.

I have a little surprise of my own, Smythe.

Dr. Otto Octavius?

The doctor here has kindly offered to share his technology with us.

Yes. I ran into a little trouble with Dr. Doom.

He coveted my kingdom, Octavia.

And he annexed it to become part of his new Latveria.

Now I find I must make new friends

who will help me regain what I've lost.

And so we shall

as soon as you enhance my new robot.

Yes. I will begin immediately.

Are you really going to help Octavius

regain his kingdom?

Of course not.

Keep a close eye on him, Smythe.

As soon as he has given us what we want,

let me know.

I will dispose of him.

Doctor, I find it difficult to believe that

you would work as a servant to the Red Skull.

Hah! Otto Octavius serves no one.

As soon as I have my kingdom back

you might want to consider me as your new employer.

Hmm... I see.

Spider sense. Danger.

Look out!

Are you all right?

No. I think my power generator just got damaged.

This whole area is full of seismic activity.

I should take the lead.

My spider sense will at least give us some warning of danger.

That's an excellent idea, Spider-Man.

Black Cat and I will take up the rear.

I was just wondering

how a beautiful young woman like you...

I mean, how did you come to be the Black Cat?

Oddly enough, it's your fault.

What?

It began years ago, at the beginning of World War II.

My father, as a young boy,

was hired by the Red Skull

to steal the super-soldier formula that created you.

Captain America.

Were you able to retrieve the information?

They weren't Nazis.

You're trying to get me to betray my country.

You're the Nazis.

When he realized how evil the Red Skull was

my father escaped from the Skull without giving him anything.

My father was the only person in the world

who possessed that formula.

But one day, a villain known as the Kingpin

captured him and forced him to reveal the secret.

Wilson Fisk!

What is the meaning of this?

Felicia Hardy, allow me to introduce you to...

...your father.

As a test of my father's truthfulness

the formula was used on me.

That's how I became the Black Cat.

So, you see, anything you can do,

I can do as well, or better.

Amazing.

I can honestly say I've never met a woman like you before.

Me and my big mouth.

Why didn't you just set them up on a date, Spidey?

What am I feeling here?

Watch it, Spidey.

If you lose your cool, we're all done for.

So that's the Red Skull's fortress.

Something's wrong.

Everybody, on the alert.

( Rumbling )

( Gasping )

Run!

No!

I'm losing power.

( Groans ) - Hang on, my friend.

Hang on.

Lizard! You go first.

I'll secure Iron Man. Then you can pull him up.

( Yelling )

( Yelling )

Hang on, Cat! I've got you.

Whoa!

Cat, hold on. I'll pull you up.

Doc, I'll shoot you a line.

Give me a hand.

Thanks, Doc.

That was too...

...too close, Spider.

What's wrong with Iron Man?

My power. I've got to recharge.

Well, how long will that take?

At least ten hours.

But we don't have ten hours.

Can you at least walk for now?

No.

You see, without power I can't even breathe.

In reality, I'm very much an invalid.

My suit keeps me alive.

I'm sorry. I never would have guessed.

Perhaps, I can reroute the circuitry and bypass his flight systems.

That might work.

Good. Do it. How much time do you need?

An hour.

Doc, you only have 30 minutes.

How are you doing?

Science is saving my life once again.

If it wasn't for the protection the suit gives me,

my heart would have stopped beating years ago.

And I thought I had problems of the heart.

Spider-Man, I can't hold the rebels off any longer.

Are you in position for your attack on the fortress?

We will be... soon.

Soon is not good enough!

You promised you'd be ready now!

We will attack without you.

Alright then.

We'll do our best to get to the fortress in time to help you.

Rebel forces, move in!

While the rebel forces have them occupied out front

we go in the back door.

Iron Man, can you make it up the cliff?

No, Spider-Man.

I've given him enough power to climb and fight,

but not enough for full flight.

You and I may have to help him, so stay close.

Let's go.

Magnificent!

The cyber-skulls withstood their laser cannons.

What is that?

Our rear security has just been breached.

Someone has managed to get through the sea of vapors.

Incredible.

Incredible, indeed.

You assured me Smythe,

that no one would ever be able to get to this fortress

from that direction.

Do something!

I'm activating the guardian-slayer, now.

Uh-oh!

( Yelling )

Hang on!

What is happening, Smythe?!

The damage light's on.

The robot no longer responds to my commands.

The guardian defensive shield seems to be down.

Who is that?!

Great shooting, Iron Man.

We better get going.

Do something, Octavius,

or you will never regain your precious land.

Gentlemen, and I use the term loosely,

stop right there!

Look, up there.

I won't let him get away.

Cat, we've got to help the rebels.

The robots are pounding them.

Sorry, Spider, you don't need me now.

Give it up, Smythe.

You have no chance of succeeding.

I have to avenge my father.

This is gonna surprise you, web-slinger, but I agree.

You do?

Octavius and Red Skull would spend an eternity

fighting for this planet.

I simply wish to get back to my father.

And you are the only ones who can get me home.

If what you're telling us is true,

help us save those rebels out there.

I should be able to deactivate those battle robots

with a few keystrokes.

The Red Skull must have had Octavius install an encrypted code

to deny entry to the self destruct sequence.

Let me see if I can crack that code.

Spider-Man, hurry!

Power of the wind, heed my call!

Look!

That can only be Storm's work.

She's bought me some time.

You!

Why do you pursue me so diligently?

You're not going to get away this time.

This is for my father, John Hardesky,

and all the others that you deceived.

( Yells )

I think I've got it.

( Cheering )

Good job, Spider-Man.

Thanks. Now we can go after the Red Skull.

Right, Cat? Cat?

She must have gone while we were watching the battle.

Oh no.

We've got to find her!

Sorry to disappoint you again, fraulein.

Follow me!

There is an escape pod at the end of this passageway.

Tell him to let her go, Red Skull,

and maybe I'll let you survive.

Ah, but I've grown quite fond of this Cat.

Move away, Captain America,

if you value the girl's life.

Shoot him. Shoot him!

Thanks.

( Yells )

Ah! Can't believe it.

We almost had him.

I'm sorry.

I know how much you both wanted the Red Skull.

Getting our Cat back

was much more important to all of us.

Cat, I am sorry that I brought you here against your will.

- I'm not. - You're not?

I know I was really angry but here I am,

fighting alongside one of the greatest heroes of all time.

Yeah, Cap is quite a...

I wasn't talking about Cap.

You, Spider. You're quite a leader.

I wouldn't want to have missed sharing this action with you

for all the world.

Thanks.

But...

But I-I-I uh, but...

Any luck, Morbius?

No, Blade.

The vampires have all escaped

and there is no sign of the Black Cat.

I fear the Black Cat may be in dire peril.

No. I can't explain this

but there has always been a spiritual link

between her and me.

I sense that she is in good hands

and those hands will deliver her back to us

safe and sound, no matter what.