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♪ Spider-Man, Spider-Man ♪
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♪ Radioactive Spider-Man ♪
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♪ Spider-Man ♪
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♪ Spider-Man ♪
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00:00:20,220 --> 00:00:24,670
♪ Radioactive Spider-Man ♪
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00:00:24,670 --> 00:00:28,090
♪ Spider-Man, Spider-Man ♪
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♪ Radioactive Spider-Man ♪
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♪ Spider blood, spider blood ♪
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♪ Radioactive spider blood ♪
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♪ Spider blood, spider blood ♪
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♪ Radioactive spider power ♪
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00:00:45,830 --> 00:00:48,130
( Guitar solo )
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00:00:53,540 --> 00:00:55,550
♪ Spider-Man, Spider-Man. ♪
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00:01:01,180 --> 00:01:06,910
Beyonder: we have traveled a
long way through time and space.
15
00:01:06,910 --> 00:01:09,310
Look at what has happened.
16
00:01:09,310 --> 00:01:11,230
( Distant dog barking )
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Now where'd the beyonder go?
18
00:01:15,990 --> 00:01:18,740
And where am I?
19
00:01:18,740 --> 00:01:19,880
Fifth Avenue?!
20
00:01:19,880 --> 00:01:21,190
It can't be.
21
00:01:21,190 --> 00:01:23,080
How long have I been gone?
22
00:01:23,080 --> 00:01:24,710
What's happened here?
23
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Aunt May!
24
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No...
25
00:01:29,770 --> 00:01:31,150
All of queens?
26
00:01:31,150 --> 00:01:33,190
Astoria, forest hills...
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00:01:33,200 --> 00:01:34,790
All just destroyed.
28
00:01:34,790 --> 00:01:36,080
Aunt May...
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00:01:37,550 --> 00:01:39,370
Your aunt May
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00:01:39,370 --> 00:01:40,620
exists no longer
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00:01:40,620 --> 00:01:42,440
in this world.
32
00:01:42,440 --> 00:01:43,850
I've had it with you, beyonder.
33
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I want some real answers.
34
00:01:45,390 --> 00:01:48,360
Who's responsible for
this devastation? Who?!
35
00:01:48,360 --> 00:01:49,900
You are, Spider-Man.
36
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What?!
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00:01:50,990 --> 00:01:52,110
You are.
38
00:01:54,410 --> 00:01:56,740
What kind of sick joke
are you playing now?
39
00:01:56,740 --> 00:01:58,470
Whoa! Spider-sense.
40
00:01:58,470 --> 00:01:59,470
Danger!
41
00:02:03,520 --> 00:02:05,410
( Chuckles )
42
00:02:05,410 --> 00:02:07,230
Nice shot, brother goblin.
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00:02:07,240 --> 00:02:08,740
Stick with me, boy.
44
00:02:08,740 --> 00:02:10,950
By the time we've
leveled Manhattan
45
00:02:10,950 --> 00:02:14,150
I'll have made a real
goblin out of you!
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The Hobgoblin... ( Laughs )
47
00:02:15,910 --> 00:02:17,570
And the green goblin together
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destroying the city?
49
00:02:19,240 --> 00:02:21,500
Have they gone
completely insane?!
50
00:02:21,500 --> 00:02:23,490
Jameson: this is
j-3 emergency radio
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broadcasting from the
daily bugle building.
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00:02:26,300 --> 00:02:28,450
We continue our
report on Spider-Man's
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war against the city.
54
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I just hope the national guard
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will rescue us from
this criminal siege.
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00:02:35,010 --> 00:02:36,290
Sorry.
57
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This program is canceled
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00:02:37,730 --> 00:02:39,740
due to low ratings.
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00:02:39,740 --> 00:02:40,060
Huh?!
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00:02:40,060 --> 00:02:41,530
There was no one
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00:02:41,530 --> 00:02:43,610
left in the city to listen.
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( Laughing ) ( Groaning )
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00:02:45,600 --> 00:02:46,970
Let go of him, you...
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00:02:46,970 --> 00:02:50,370
Our boss wants the
microwave broadcaster
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00:02:50,370 --> 00:02:53,120
on the roof of j-3
communications.
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00:02:53,120 --> 00:02:55,870
But it seems to have a
substantial security system.
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00:02:55,870 --> 00:02:56,830
Don't, Jonah!
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00:02:56,830 --> 00:02:57,630
Don't help them!
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00:02:57,630 --> 00:02:58,020
No!
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00:02:58,020 --> 00:02:58,910
Talk... or I'll
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00:02:58,910 --> 00:03:00,510
give your right-hand man
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00:03:00,510 --> 00:03:02,020
his severance pay.
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00:03:02,020 --> 00:03:04,260
I can deactivate
the security system
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00:03:04,260 --> 00:03:05,310
with my palm print.
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00:03:05,310 --> 00:03:06,460
Excellent.
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00:03:06,470 --> 00:03:08,580
We don't need you anymore.
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00:03:08,580 --> 00:03:10,370
( Screaming )
78
00:03:10,370 --> 00:03:11,370
Got you!
79
00:03:13,600 --> 00:03:15,870
Hey, what's the big
idea, robertson?
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00:03:15,870 --> 00:03:17,380
I'd do more if I could.
81
00:03:17,380 --> 00:03:18,750
Jonah was right.
82
00:03:18,750 --> 00:03:19,870
What are you talking about?
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00:03:19,870 --> 00:03:21,700
The destruction of this city
84
00:03:21,700 --> 00:03:23,620
and those goblins you sent
85
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to attack us.
86
00:03:24,710 --> 00:03:26,690
The goblins? In the bugle?
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00:03:32,350 --> 00:03:33,220
( Yelling )
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00:03:33,220 --> 00:03:34,270
Now, you'll pay
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00:03:34,270 --> 00:03:36,000
for what you've done.
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00:03:36,000 --> 00:03:37,150
Why did you do that?
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00:03:37,150 --> 00:03:38,270
Let's see...
92
00:03:38,270 --> 00:03:40,290
You level Manhattan,
destroy queens...
93
00:03:40,290 --> 00:03:41,890
Why would I be mad at you?
94
00:03:41,890 --> 00:03:42,980
( Grunts )
95
00:03:42,980 --> 00:03:45,500
But we did what you told us to.
96
00:03:45,510 --> 00:03:47,780
What?!
I never told you to do anything.
97
00:03:47,780 --> 00:03:50,370
This spider-creep
must be the other one
98
00:03:50,370 --> 00:03:51,780
the boss warned us about.
99
00:03:51,780 --> 00:03:52,900
The "other one"?
100
00:03:52,900 --> 00:03:54,370
Yes...!
101
00:03:54,370 --> 00:03:56,450
I think you're right.
102
00:03:56,450 --> 00:03:57,980
( Grunts )
103
00:03:57,990 --> 00:04:01,820
But a good goblin never falls
for the same trick twice.
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00:04:01,830 --> 00:04:03,040
( Coughing )
105
00:04:07,200 --> 00:04:08,960
We have what we need here.
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Finish the job, Hobgoblin.
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With pleasure.
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00:04:12,510 --> 00:04:14,370
( Laughing )
109
00:04:16,290 --> 00:04:17,290
Uh-oh.
110
00:04:35,450 --> 00:04:37,660
I can't believe it.
111
00:04:37,660 --> 00:04:39,290
The bugle...
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Destroyed.
113
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My life's work...
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Ruined!
115
00:04:44,160 --> 00:04:45,980
Oh, quit whining.
116
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Thanks so much.
117
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You!
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I was right about you all along
119
00:05:00,460 --> 00:05:02,860
but I never dreamed
you'd go this far.
120
00:05:02,860 --> 00:05:04,970
I'd love to hear
your whole tirade
121
00:05:04,970 --> 00:05:06,410
but not right now.
122
00:05:14,410 --> 00:05:15,370
Hey!
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00:05:15,370 --> 00:05:17,070
Now I see what's been taking
124
00:05:17,070 --> 00:05:18,770
those idiot goblins so long.
125
00:05:18,770 --> 00:05:22,540
I wondered when you'd turn up
again, dear clone.
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And in my costume, no less.
127
00:05:25,550 --> 00:05:27,470
That voice...
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He sounds like... me!
129
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Oh, how I despise you.
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And for that reason
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you must be obliterated.
132
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You see, I really...
133
00:05:38,960 --> 00:05:41,040
Really hate clones!
134
00:05:42,960 --> 00:05:45,680
He looks like Carnage, but...
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He has my costume...
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00:05:47,600 --> 00:05:48,690
My voice!
137
00:05:57,650 --> 00:05:59,920
( Grunting )
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00:05:59,920 --> 00:06:01,040
( Laughing )
139
00:06:01,040 --> 00:06:02,990
He's squeezing me so hard...
140
00:06:04,430 --> 00:06:05,810
I can't breathe!
141
00:06:07,890 --> 00:06:09,520
What? No!
142
00:06:09,520 --> 00:06:11,120
Where...?
143
00:06:16,560 --> 00:06:18,160
( Moaning )
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00:06:18,160 --> 00:06:19,120
Aah...
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00:06:19,120 --> 00:06:20,200
Beyonder!
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00:06:20,210 --> 00:06:21,290
What's wrong?
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00:06:21,290 --> 00:06:22,510
Are you...
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00:06:22,510 --> 00:06:23,980
Are you all right?
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00:06:23,980 --> 00:06:25,040
No. He is
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00:06:25,040 --> 00:06:26,220
very, very weak.
151
00:06:26,220 --> 00:06:29,710
How could he be,
with all his power?
152
00:06:29,710 --> 00:06:32,110
Because he's not in
our home dimension.
153
00:06:32,110 --> 00:06:35,400
His power is diminished
the longer he stays here
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00:06:35,410 --> 00:06:37,970
in this unfamiliar reality.
155
00:06:37,970 --> 00:06:39,240
You must rest
156
00:06:39,250 --> 00:06:42,120
and let my life-support
system rejuvenate you
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00:06:42,130 --> 00:06:44,080
as much as it can.
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00:06:44,080 --> 00:06:46,410
Madame web,
tell me what's going on.
159
00:06:46,410 --> 00:06:47,660
I need your help.
160
00:06:47,660 --> 00:06:49,580
You must help yourself.
161
00:06:49,580 --> 00:06:52,430
But that does not mean
you will be alone.
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00:06:52,430 --> 00:06:53,740
Look.
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00:06:54,490 --> 00:06:55,710
Am I going mad?
164
00:06:55,710 --> 00:06:59,550
This is the one that's
supposed to be our leader?
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00:06:59,550 --> 00:07:00,830
Give me a break.
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00:07:00,830 --> 00:07:03,070
I should be in
charge of this group.
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00:07:03,070 --> 00:07:04,670
I'm the real Spider-Man.
168
00:07:04,670 --> 00:07:06,840
I don't know what kind
of mind game this is
169
00:07:06,840 --> 00:07:08,890
but I'm the real Spider-Man...
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00:07:08,890 --> 00:07:10,720
The real Peter Parker.
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Guess again.
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00:07:13,730 --> 00:07:15,740
See, Pete, old buddy?
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00:07:15,740 --> 00:07:17,730
We're just as
genuine as you are.
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00:07:17,730 --> 00:07:18,880
But...
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00:07:18,880 --> 00:07:20,830
How can that be?
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00:07:20,830 --> 00:07:22,270
Madame web says we're each
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from different dimensions.
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Reality is like a river
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00:07:25,890 --> 00:07:29,470
that splits off into many
parallel tributaries.
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00:07:29,470 --> 00:07:32,730
These spider-men are
from parallel realities
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00:07:32,740 --> 00:07:34,850
each as legitimate as yours.
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They are all you
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with some slight differences.
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00:07:38,460 --> 00:07:39,970
Don't let these worry you, Pete.
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00:07:39,970 --> 00:07:41,530
They're just a little souvenir
186
00:07:41,540 --> 00:07:43,360
from my last fight with doc oc.
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You mean to tell me
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00:07:44,770 --> 00:07:46,720
that you all share my life
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and my spider-powers?
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( Clears throat )
191
00:07:49,530 --> 00:07:51,870
Well, uh, not quite all of us.
192
00:07:51,870 --> 00:07:54,620
I don't have your
life or your powers.
193
00:07:54,620 --> 00:07:55,610
So, who are you, then?
194
00:07:55,620 --> 00:07:57,630
You wouldn't believe
me if I told you.
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00:07:57,630 --> 00:07:59,420
Let's just say I'm here to help.
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00:07:59,420 --> 00:08:01,890
Although I'm not prepared
for anything like this.
197
00:08:01,890 --> 00:08:04,510
We were all kind of caught
in the middle of things.
198
00:08:04,510 --> 00:08:06,750
I'm having a little
mutation problem
199
00:08:06,750 --> 00:08:07,710
right now.
200
00:08:07,710 --> 00:08:08,990
Whoa!
201
00:08:08,990 --> 00:08:11,290
I don't think I even
want to hear your story.
202
00:08:11,300 --> 00:08:13,500
All of you must hear the
Scarlet spider's story
203
00:08:13,500 --> 00:08:16,250
for this is his reality we're in
204
00:08:16,250 --> 00:08:19,770
and that monster you
encountered was his twin.
205
00:08:19,780 --> 00:08:20,780
Behold...
206
00:08:21,770 --> 00:08:23,310
My name is Ben Reilly.
207
00:08:23,310 --> 00:08:25,840
I'm related to this
reality's Peter Parker.
208
00:08:25,840 --> 00:08:26,770
How?
209
00:08:26,770 --> 00:08:27,850
I'm his clone.
210
00:08:27,850 --> 00:08:29,710
Or... maybe he's my clone.
211
00:08:29,710 --> 00:08:30,670
We're not sure.
212
00:08:30,670 --> 00:08:32,430
This dimension's Peter Parker
213
00:08:32,430 --> 00:08:33,450
had it pretty rough.
214
00:08:33,450 --> 00:08:35,020
He had already lost uncle Ben.
215
00:08:35,020 --> 00:08:36,400
Then aunt May passed away.
216
00:08:36,400 --> 00:08:38,220
That nearly unbalanced his mind.
217
00:08:38,220 --> 00:08:41,230
But then Parker's path crossed
with a brilliant scientist...
218
00:08:41,230 --> 00:08:43,690
An expert in genetic
cloning named...
219
00:08:43,690 --> 00:08:45,130
Miles Warren!
220
00:08:45,130 --> 00:08:46,480
Ah, I see you've met him.
221
00:08:46,480 --> 00:08:47,690
He cloned Spider-Man.
222
00:08:47,690 --> 00:08:49,840
To make matters worse...
223
00:08:49,840 --> 00:08:51,500
The clone escaped.
224
00:08:51,500 --> 00:08:53,040
I thought I was that clone.
225
00:08:53,040 --> 00:08:55,090
I tried to stay
out of Peter's life
226
00:08:55,090 --> 00:08:56,910
by taking on a new identity.
227
00:08:56,910 --> 00:08:59,280
I dyed my hair,
changed my name to Ben Reilly
228
00:08:59,280 --> 00:09:02,380
but I had no memory of
where I really came from.
229
00:09:02,380 --> 00:09:04,300
Warren had robbed me of my past.
230
00:09:04,300 --> 00:09:07,180
I understand what
you've been through.
231
00:09:07,180 --> 00:09:09,610
Warren created a
clone in my reality
232
00:09:09,610 --> 00:09:11,690
who had the same problem.
233
00:09:14,220 --> 00:09:16,200
Peter, I've come back to you.
234
00:09:16,200 --> 00:09:17,450
Mary Jane!
235
00:09:18,860 --> 00:09:21,070
( All cheering )
236
00:09:21,870 --> 00:09:22,820
Oh, but I... oh!
237
00:09:22,830 --> 00:09:24,140
Mary Jane, what's the matter?
238
00:09:24,140 --> 00:09:26,570
I'm not the real Mary Jane?
239
00:09:26,570 --> 00:09:28,010
That is so, my dear.
240
00:09:28,010 --> 00:09:30,250
Mary Jane: Why not just
tell me i was a clone?!
241
00:09:30,250 --> 00:09:33,450
The cloning process
has proven unstable.
242
00:09:33,450 --> 00:09:34,660
You're coming apart.
243
00:09:34,660 --> 00:09:35,430
Mary Jane...
244
00:09:35,430 --> 00:09:36,390
No!
245
00:09:36,390 --> 00:09:37,350
It's too late.
246
00:09:37,350 --> 00:09:39,500
Warren,
where the blazes are you?!
247
00:09:39,500 --> 00:09:41,100
Forget it, tiger.
248
00:09:41,100 --> 00:09:43,270
I want you to know
just one thing:
249
00:09:43,270 --> 00:09:47,140
If any part of me is anything
like the real Mary Jane Watson
250
00:09:47,140 --> 00:09:51,020
she loves Peter Parker more
than anything in the world.
251
00:09:51,020 --> 00:09:52,900
More... than... anything!
252
00:09:52,900 --> 00:09:55,620
( Screaming ): No!
253
00:09:55,630 --> 00:09:57,320
Mary Jane!
254
00:09:57,320 --> 00:09:58,470
Mary Jane!
255
00:10:01,450 --> 00:10:04,230
I might make some
startling advances.
256
00:10:04,230 --> 00:10:06,020
I hate him for what he did.
257
00:10:06,030 --> 00:10:08,230
So did my world's Peter Parker.
258
00:10:08,230 --> 00:10:10,120
But he hated me...
The clone... even more.
259
00:10:10,120 --> 00:10:12,900
When I became a costumed hero...
The Scarlet spider...
260
00:10:12,910 --> 00:10:14,340
That really made him angry.
261
00:10:14,350 --> 00:10:17,380
But the next big blow came
from Dr. curt Connors.
262
00:10:17,390 --> 00:10:20,680
He discovered that according
to our genetic structures
263
00:10:20,680 --> 00:10:23,300
it might be Peter who was the
clone, not me.
264
00:10:23,310 --> 00:10:26,250
That news pushed Peter
Parker over the edge.
265
00:10:26,250 --> 00:10:27,820
Now he hated me with a passion.
266
00:10:27,820 --> 00:10:30,380
This is starting to sound
like a bad comic book plot.
267
00:10:30,380 --> 00:10:31,590
It gets worse.
268
00:10:31,590 --> 00:10:32,840
I was trying to stop
269
00:10:32,840 --> 00:10:34,630
one of the Kingpin's crimes.
270
00:10:34,630 --> 00:10:37,510
He had created an
interdimensional transporter
271
00:10:37,510 --> 00:10:39,370
making him invincible
as a criminal.
272
00:10:39,370 --> 00:10:41,220
No sooner had I arrived
273
00:10:41,220 --> 00:10:42,860
when my... other showed up.
274
00:10:42,860 --> 00:10:45,670
I thought he was there to help
me, but he wasn't.
275
00:10:45,670 --> 00:10:48,580
He wanted me out of the picture...
permanently.
276
00:10:50,040 --> 00:10:53,790
Then, from some other
dimension, it appeared.
277
00:10:53,790 --> 00:10:55,230
That's the Carnage symbiote!
278
00:10:55,230 --> 00:10:58,330
Drawn by Peter's hatred,
it bonded with him somehow
279
00:10:58,330 --> 00:11:00,410
and drove him completely insane.
280
00:11:00,410 --> 00:11:02,970
So this reality we're
in is your reality.
281
00:11:02,970 --> 00:11:04,410
But what does it have
282
00:11:04,410 --> 00:11:05,880
to do with the rest of us?
283
00:11:05,880 --> 00:11:07,230
What's our stake in this?
284
00:11:07,230 --> 00:11:09,020
Or yours, for that matter?
285
00:11:09,020 --> 00:11:09,980
Behold...
286
00:11:09,980 --> 00:11:11,480
Look into the future.
287
00:11:11,480 --> 00:11:13,020
Tell me what you see.
288
00:11:18,810 --> 00:11:20,520
Spider-Man: a portal
has been opened.
289
00:11:20,520 --> 00:11:22,950
The dish stolen from
j-3 communications
290
00:11:22,950 --> 00:11:24,710
is magnifying the
incendiary device
291
00:11:24,710 --> 00:11:27,690
attached to the transporter,
and it's about to go off.
292
00:11:27,690 --> 00:11:28,840
No!
293
00:11:50,330 --> 00:11:51,550
Spider-Carnage
294
00:11:51,550 --> 00:11:54,880
will link a matter
disintegrator bomb
295
00:11:54,880 --> 00:11:57,600
to Dr. ohn's time portal device.
296
00:11:57,600 --> 00:11:59,490
The blast will be magnified
297
00:11:59,490 --> 00:12:01,950
and will enter other dimensions.
298
00:12:01,950 --> 00:12:04,350
It will not only
destroy this reality
299
00:12:04,350 --> 00:12:07,680
but every reality
across space and time.
300
00:12:07,680 --> 00:12:08,860
I have already
301
00:12:08,860 --> 00:12:10,210
seen it happen.
302
00:12:10,210 --> 00:12:12,800
If this has already
happened, how are we here?
303
00:12:12,800 --> 00:12:16,000
When the destruction
reached my home dimension
304
00:12:16,000 --> 00:12:18,690
I used all my powers
to roll back time.
305
00:12:18,690 --> 00:12:20,640
It taxed me to the extreme.
306
00:12:20,640 --> 00:12:23,130
We are now in this
reality's past.
307
00:12:23,130 --> 00:12:24,220
Spider-Carnage
308
00:12:24,220 --> 00:12:26,780
has not detonated
the device yet.
309
00:12:26,780 --> 00:12:27,930
You must stop him.
310
00:12:27,930 --> 00:12:29,340
You can transcend time.
311
00:12:29,340 --> 00:12:31,330
Why don't you just
go back to the past
312
00:12:31,330 --> 00:12:33,530
and prevent this from happening?
313
00:12:33,530 --> 00:12:36,350
Although madame web and
i are beings who can pass
314
00:12:36,350 --> 00:12:39,870
through different realities,
we are powerless...
315
00:12:39,870 --> 00:12:41,440
( Groans )
316
00:12:41,440 --> 00:12:42,750
We cannot stay
317
00:12:42,750 --> 00:12:46,110
in this one reality to keep
anything we change stable.
318
00:12:46,110 --> 00:12:47,930
It takes all this machinery
319
00:12:47,930 --> 00:12:50,240
for us to remain
in your dimension
320
00:12:50,240 --> 00:12:51,770
for as long as we have
321
00:12:51,770 --> 00:12:53,790
and once we leave, it will be
322
00:12:53,790 --> 00:12:56,250
as if we had never
been here at all.
323
00:12:56,250 --> 00:12:57,850
The beyonder decided
324
00:12:57,850 --> 00:13:00,670
that spider-men
from other realities
325
00:13:00,670 --> 00:13:03,740
would have to find a
way to stop this one.
326
00:13:03,740 --> 00:13:07,130
In other words,
only he could stop himself.
327
00:13:07,130 --> 00:13:08,640
My companion, madame web
328
00:13:08,640 --> 00:13:12,450
traveled to your dimensions
to prepare you for this task.
329
00:13:12,450 --> 00:13:14,210
You were all tested
330
00:13:14,210 --> 00:13:17,280
but only one of
you proved worthy
331
00:13:17,280 --> 00:13:19,520
to be the leader of this team.
332
00:13:19,520 --> 00:13:20,570
You.
333
00:13:20,570 --> 00:13:21,410
Me?
334
00:13:21,410 --> 00:13:22,940
Yes, you.
335
00:13:22,940 --> 00:13:25,020
I object.
I think I should be the...
336
00:13:25,020 --> 00:13:25,890
Silence!
337
00:13:25,890 --> 00:13:27,680
We took you to our dimension
338
00:13:27,680 --> 00:13:30,200
and created the
secret war to test you
339
00:13:30,210 --> 00:13:31,680
and see if we were right.
340
00:13:31,680 --> 00:13:33,370
Behold!
341
00:13:41,750 --> 00:13:43,620
Spider-Man, get out of here!
342
00:13:43,620 --> 00:13:45,660
No, we have to get
the lizard back.
343
00:13:45,660 --> 00:13:46,880
He's my friend.
344
00:13:46,880 --> 00:13:47,810
Help the rebels.
345
00:13:47,810 --> 00:13:49,730
The robots are pounding them.
346
00:13:49,730 --> 00:13:50,940
Hold on, doom.
347
00:13:50,940 --> 00:13:53,220
You can't possibly control
348
00:13:53,220 --> 00:13:55,140
the godlike abilities
you've stolen.
349
00:13:55,140 --> 00:13:57,090
You'll place us in grave danger
350
00:13:57,090 --> 00:13:58,500
if you don't give them up.
351
00:13:58,500 --> 00:14:02,080
Who amongst you ever wanted
to give up their superpowers?
352
00:14:02,080 --> 00:14:05,310
I have, 'cause I've
learned time and time again
353
00:14:05,310 --> 00:14:06,370
that with great power
354
00:14:06,370 --> 00:14:09,020
there must also come
great responsibility.
355
00:14:09,020 --> 00:14:11,040
We were right.
356
00:14:11,040 --> 00:14:13,120
It's up to all of you now.
357
00:14:13,120 --> 00:14:16,350
Even my survival
depends on your victory.
358
00:14:16,350 --> 00:14:19,170
So we're here to
fight for all reality.
359
00:14:19,170 --> 00:14:22,140
Okay. Spider-men,
we don't have much time.
360
00:14:22,140 --> 00:14:23,940
We'd better get going.
361
00:14:23,940 --> 00:14:24,860
What about him?
362
00:14:24,870 --> 00:14:25,980
He doesn't have powers.
363
00:14:25,980 --> 00:14:28,100
Hey, guys,
don't cut me out of this.
364
00:14:28,100 --> 00:14:30,240
This is the adventure
of a lifetime.
365
00:14:30,240 --> 00:14:31,260
No way.
366
00:14:31,260 --> 00:14:32,990
I'm sorry, but he's right.
367
00:14:32,990 --> 00:14:34,460
We can't endanger you.
368
00:14:34,460 --> 00:14:36,640
And I'm sorry i
was angry with you.
369
00:14:36,640 --> 00:14:38,850
Rest assured,
i won't let you down.
370
00:14:38,850 --> 00:14:41,700
All right, boys, let's do it.
371
00:14:47,170 --> 00:14:50,500
Kingpin: Smythe,
what is keeping spider-Carnage
372
00:14:50,500 --> 00:14:51,870
and those goblins?
373
00:14:51,870 --> 00:14:54,240
They were due back hours ago.
374
00:14:54,240 --> 00:14:55,300
I warned you
375
00:14:55,300 --> 00:14:57,250
not to trust any of them.
376
00:14:57,250 --> 00:14:58,660
We got delayed.
377
00:14:58,660 --> 00:15:01,500
We ran into another Spider-Man.
378
00:15:01,500 --> 00:15:04,190
What is this all
about, spider-Carnage?
379
00:15:04,190 --> 00:15:06,690
It's that clone
i told you about.
380
00:15:06,690 --> 00:15:10,110
All that matters is the
few more hours I need
381
00:15:10,110 --> 00:15:12,480
to assemble my ultimate weapon.
382
00:15:12,480 --> 00:15:14,820
Think of it, we'll use it
383
00:15:14,820 --> 00:15:17,890
to take control
of people's minds.
384
00:15:17,890 --> 00:15:20,900
Then we'll rule
the entire world.
385
00:15:20,900 --> 00:15:24,420
You have secured the final
part that you required?
386
00:15:24,420 --> 00:15:28,320
Of course.
My device will be ready soon
387
00:15:28,320 --> 00:15:31,580
and then,
we'll really get what we deserve.
388
00:15:31,580 --> 00:15:32,610
All of us.
389
00:15:32,610 --> 00:15:35,300
( Laughing )
390
00:15:35,300 --> 00:15:39,300
This device he is building...
Is it what he says it is?
391
00:15:39,300 --> 00:15:41,950
I need time to analyze it fully.
392
00:15:41,950 --> 00:15:43,580
Keep an eye on him.
393
00:15:43,580 --> 00:15:46,940
He is a powerful ally,
but he is more evil
394
00:15:46,940 --> 00:15:49,980
than anyone i have
ever encountered.
395
00:16:00,690 --> 00:16:03,050
I don't get it,
we can swing through the air
396
00:16:03,050 --> 00:16:04,860
why are we sneaking
in the front door?
397
00:16:04,860 --> 00:16:07,440
Because,
spider-Carnage won't expect it
398
00:16:07,440 --> 00:16:08,980
and that makes him vulnerable.
399
00:16:08,980 --> 00:16:10,010
Trust me.
400
00:16:10,010 --> 00:16:11,350
We need to disable the alarm
401
00:16:11,350 --> 00:16:14,100
and observation systems.
402
00:16:14,100 --> 00:16:16,060
No problem. One of my companies
403
00:16:16,060 --> 00:16:18,010
designs security
systems like this.
404
00:16:18,010 --> 00:16:19,830
You own your own companies?
405
00:16:19,830 --> 00:16:22,490
Who do you think built
this armored suit?
406
00:16:22,490 --> 00:16:24,150
In my world,
I'm a multi-billionaire.
407
00:16:24,150 --> 00:16:24,950
Aren't you?
408
00:16:24,950 --> 00:16:27,610
Uh... let's keep moving, okay?
409
00:16:28,990 --> 00:16:31,100
Kingpin, it's Spider-Man.
Five of him!
410
00:16:31,110 --> 00:16:33,890
Five? But I thought
there was only one clone.
411
00:16:35,550 --> 00:16:39,390
It appears our visitors have
disabled the security systems.
412
00:16:40,640 --> 00:16:42,620
Green goblin, Hobgoblin
413
00:16:42,630 --> 00:16:45,470
we are under attack from inside.
414
00:16:45,470 --> 00:16:47,100
A laser built into your armor?
415
00:16:47,110 --> 00:16:48,060
My own design.
416
00:16:48,070 --> 00:16:49,380
I wish I was able to bring
417
00:16:49,380 --> 00:16:50,750
my giant spider-robot
418
00:16:50,750 --> 00:16:52,160
on this mission with us.
419
00:16:52,160 --> 00:16:54,240
Did he say,
"his giant spider-robot?"
420
00:17:13,220 --> 00:17:15,170
Nice.
What do you call that stuff?
421
00:17:15,170 --> 00:17:16,190
Impact webbing.
422
00:17:16,190 --> 00:17:17,990
Why didn't I think of that?
423
00:17:21,600 --> 00:17:22,430
Got you.
424
00:17:22,430 --> 00:17:26,180
Maybe, but can you keep me?
425
00:17:27,710 --> 00:17:29,890
A gas missile will
take care of him.
426
00:17:29,890 --> 00:17:30,890
No, wait!
427
00:17:33,310 --> 00:17:34,620
Why did you do that?
428
00:17:34,620 --> 00:17:35,660
What were you thinking?
429
00:17:35,660 --> 00:17:36,620
Hey, relax.
430
00:17:36,620 --> 00:17:38,250
This will all work out.
431
00:17:38,250 --> 00:17:39,340
Things always do.
432
00:17:39,340 --> 00:17:41,960
What a foolhardy nut.
433
00:17:41,960 --> 00:17:44,650
It's as if he doesn't
even consider failure.
434
00:17:46,600 --> 00:17:48,650
You have to be
careful, beyonder.
435
00:17:48,650 --> 00:17:49,930
I must help them.
436
00:17:49,930 --> 00:17:52,230
Even if it means the end of me.
437
00:17:52,230 --> 00:17:55,620
Hurry! Thanks to Hobgoblin,
we don't have much time!
438
00:17:55,620 --> 00:17:58,470
If we're cautious
we can by-pass them.
439
00:17:58,470 --> 00:18:01,000
Sorry,
I never shy away from a fight.
440
00:18:01,000 --> 00:18:02,980
Maybe 'cause I never lose.
441
00:18:02,980 --> 00:18:04,070
Hey, wait!
442
00:18:07,050 --> 00:18:08,490
Impetuous, isn't he?
443
00:18:08,490 --> 00:18:09,610
Try obnoxious.
444
00:18:23,270 --> 00:18:25,190
These look like Sonic grenades.
445
00:18:25,190 --> 00:18:26,790
They'll come in handy.
446
00:18:29,740 --> 00:18:30,920
This is too easy.
447
00:18:32,740 --> 00:18:33,890
A paralyzer ray.
448
00:18:33,900 --> 00:18:35,690
I can't move.
449
00:18:52,600 --> 00:18:56,320
Hey, stop. No!
450
00:19:01,020 --> 00:19:01,980
Gentlemen
451
00:19:01,980 --> 00:19:02,940
stop right there.
452
00:19:02,940 --> 00:19:03,960
You were right.
453
00:19:03,960 --> 00:19:06,460
The clones do seem
to be multiplying.
454
00:19:06,460 --> 00:19:07,460
Stop them!
455
00:19:26,490 --> 00:19:30,390
Three more Sonic grenades
should do the trick.
456
00:19:30,390 --> 00:19:33,110
No, my mutation disease...
457
00:19:33,110 --> 00:19:34,200
It's flaring up.
458
00:19:34,200 --> 00:19:35,990
Not now!
459
00:19:35,990 --> 00:19:39,220
Spider-Carnage: let's use this
distraction to get out of here!
460
00:19:39,230 --> 00:19:40,600
What's happened?
461
00:19:40,600 --> 00:19:42,520
He's mutated into a man-spider.
462
00:19:42,520 --> 00:19:44,250
I've been through this.
463
00:19:44,250 --> 00:19:45,370
We're in trouble.
464
00:19:45,370 --> 00:19:46,650
( Roaring )
31593
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