Original subtitles

Previously on Spider-Man:

Put him to the test.

Who are you?

The beyonder.

You have been chosen.

For the test of good against evil.

Beyonder: we have doctor octopus

doctor doom...

Spider-Man: Alistair Smythe...

Beyonder: 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 )

Storm: we'd better 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.

♪ Spider-Man ♪

♪ Spider-Man ♪

♪ Radioactive Spider-Man ♪

♪ Spider-Man ♪

♪ Spider-Man ♪

♪ Radioactive Spider-Man ♪

♪ Spider-Man, Spider-Man ♪

♪ Radioactive Spider-Man ♪

♪ Spider blood, spider blood ♪

♪ Radioactive spider blood ♪

♪ Spider blood, spider blood ♪

♪ Radioactive spider power ♪

( Guitar solo )

♪ Spider-Man, Spider-Man. ♪

( 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 )

Black cat: No!

Black cat. My love.

( Yelling )

Felicia...

Spider-Man: what's wrong?

I thought you two had this thing figured out.

This is alien technology, Spider-Man.

We've powered 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 would 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. Their leader wants to speak with you.

This is general torg.

My people are growing restless and angry.

We will hold off our attack, but not for long.

We 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're not there, i must attack without you.

That won't give us enough...

We'll be ready. I 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 attacking doctor doom.

We have to cross miles

of 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.

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.

Spider-Man: it's a good thing this lab has what I need

to make more webbing.

I think I'm going to need it.

Cat's been avoiding me.

I'll have to say something first.

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

I certainly am.

I'm sorry. I didn't bring

you here so we could fight.

Why did you bring me here?

I needed your support. You know how I think.

You know how i like to operate.

You and I work like a team.

I just thought...

I'd make you feel better?

You think you're the only important one.

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

Do you think it was fair to snatch me away

just to hold your hand?

Spider, won't you ever grow up?

Spider-Man: well, that's gotten things off to a wonderful start.

What's happening?

It's a sand storm.

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.

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.

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.

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.

Did you retrieve the information?

They weren't Nazis.

You want me to betray my country. You're the Nazis.

When he realized how evil the red skull was

my father escaped without giving him anything.

My father was the only person 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 Harding, allow me to introduce you to your father.

Black cat: 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 I

just set them up on a date?

What am I feeling here? Watch it.

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?

My power... I've got

to recharge.

How long will that take?

At least ten hours.

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 wouldn't have guessed.

I can reroute the circuitry

and bypass his systems.

That might work.

Good. How much time do you need?

An hour.

You only have 30 minutes.

How are you doing?

Science is saving my life once again.

If it wasn't

for the suit, my heart would have

stopped years ago.

And I thought I had problems of the heart.

I can't hold the rebels off any longer.

Are you in position for your attack?

We will be... soon.

Soon is not good enough!

You promised you'd be ready now!

We'll attack without you.

We'll try to get to the fortress to help you.

Rebel forces... move in!

Spider-Man: while the rebels occupy them out front

we go in the back door.

Can you climb up the cliff?

No, Spider-Man.

He has power to climb

but not enough for full flight.

We May have to help him, so stay close.

Let's go.

Magnificent!

The cyber-skulls withstood

their laser cannons.

Our rear security has been breached.

Someone has managed to get through

the sea of vapors. Incredible.

Incredible, indeed.

You assured me

no one would 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?!

There's a damage light on. The robot no longer responds.

The guardian's shield is down.

Who is that?!

Great shooting, iron man.

We better get going.

Do something, octavius

or you'll never regain your precious land.

Gentlemen... and I use the term loosely... stop!

Look... up there.

He won't get away.

We've got to help the rebels.

The robots are winning.

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

Give it up, Smythe.

You can't succeed.

I have to avenge my father.

This May surprise you, web-slinger, but I agree.

Octavius and red skull would fight forever.

I wish to return to my father.

You are the only ones who can get me home.

If what you say is true, help us save those rebels.

I can deactivate those robots with a few keystrokes.

The red skull must have had octavius install a code

to deny entry to the destruct sequence.

Let me see if I can

crack that code.

Spider-Man, hurry!

Power of the wind, heed my call!

Look!

That must be storm's work.

You!

Why do you pursue me so diligently?

You won't get away this time.

This is for my father

and the others.

( Yells )

I think I've got it.

( Cheering )

Captain America: Good job, Spider-Man.

Thanks. Now we can go after the red skull. Right, cat?

Cat?

She must have gone

while we watched the battle.

We must find her!

Sorry to disappoint you again, fraulein.

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

Tell him to let her go

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 )

Cat: i can't believe it.

We almost had him.

I'm sorry.

I know how you wanted the red skull.

Getting our cat back

was much more important to all of us.

Cat, I am sorry 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.

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...

I, uh, but...

Any luck, morbius?

No, blade.

The vampires have 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 she is in good hands

and those hands will deliver her back to us

safe and sound, no matter what.