Original subtitles

♪ 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. ♪

Beyonder: we have traveled a long way through time and space.

Look at what has happened.

( Distant dog barking )

Now where'd the beyonder go?

And where am I?

Fifth Avenue?!

It can't be.

How long have I been gone?

What's happened here?

Aunt May!

No...

All of queens?

Astoria, forest hills...

All just destroyed.

Aunt May...

Your aunt May

exists no longer

in this world.

I've had it with you, beyonder.

I want some real answers.

Who's responsible for this devastation? Who?!

You are, Spider-Man.

What?!

You are.

What kind of sick joke are you playing now?

Whoa! Spider-sense.

Danger!

( Chuckles )

Nice shot, brother goblin.

Stick with me, boy.

By the time we've leveled Manhattan

I'll have made a real goblin out of you!

The Hobgoblin... ( Laughs )

And the green goblin together

destroying the city?

Have they gone completely insane?!

Jameson: this is j-3 emergency radio

broadcasting from the daily bugle building.

We continue our report on Spider-Man's

war against the city.

I just hope the national guard

will rescue us from this criminal siege.

Sorry.

This program is canceled

due to low ratings.

Huh?!

There was no one

left in the city to listen.

( Laughing ) ( Groaning )

Let go of him, you...

Our boss wants the microwave broadcaster

on the roof of j-3 communications.

But it seems to have a substantial security system.

Don't, Jonah!

Don't help them!

No!

Talk... or I'll

give your right-hand man

his severance pay.

I can deactivate the security system

with my palm print.

Excellent.

We don't need you anymore.

( Screaming )

Got you!

Hey, what's the big idea, robertson?

I'd do more if I could.

Jonah was right.

What are you talking about?

The destruction of this city

and those goblins you sent

to attack us.

The goblins? In the bugle?

( Yelling )

Now, you'll pay

for what you've done.

Why did you do that?

Let's see...

You level Manhattan, destroy queens...

Why would I be mad at you?

( Grunts )

But we did what you told us to.

What?! I never told you to do anything.

This spider-creep must be the other one

the boss warned us about.

The "other one"?

Yes...!

I think you're right.

( Grunts )

But a good goblin never falls for the same trick twice.

( Coughing )

We have what we need here.

Finish the job, Hobgoblin.

With pleasure.

( Laughing )

Uh-oh.

I can't believe it.

The bugle...

Destroyed.

My life's work...

Ruined!

Oh, quit whining.

Thanks so much.

You!

I was right about you all along

but I never dreamed you'd go this far.

I'd love to hear your whole tirade

but not right now.

Hey!

Now I see what's been taking

those idiot goblins so long.

I wondered when you'd turn up again, dear clone.

And in my costume, no less.

That voice...

He sounds like... me!

Oh, how I despise you.

And for that reason

you must be obliterated.

You see, I really...

Really hate clones!

He looks like Carnage, but...

He has my costume...

My voice!

( Grunting )

( Laughing )

He's squeezing me so hard...

I can't breathe!

What? No!

Where...?

( Moaning )

Aah...

Beyonder!

What's wrong?

Are you...

Are you all right?

No. He is

very, very weak.

How could he be, with all his power?

Because he's not in our home dimension.

His power is diminished the longer he stays here

in this unfamiliar reality.

You must rest

and let my life-support system rejuvenate you

as much as it can.

Madame web, tell me what's going on.

I need your help.

You must help yourself.

But that does not mean you will be alone.

Look.

Am I going mad?

This is the one that's supposed to be our leader?

Give me a break.

I should be in charge of this group.

I'm the real Spider-Man.

I don't know what kind of mind game this is

but I'm the real Spider-Man...

The real Peter Parker.

Guess again.

See, Pete, old buddy?

We're just as genuine as you are.

But...

How can that be?

Madame web says we're each

from different dimensions.

Reality is like a river

that splits off into many parallel tributaries.

These spider-men are from parallel realities

each as legitimate as yours.

They are all you

with some slight differences.

Don't let these worry you, Pete.

They're just a little souvenir

from my last fight with doc oc.

You mean to tell me

that you all share my life

and my spider-powers?

( Clears throat )

Well, uh, not quite all of us.

I don't have your life or your powers.

So, who are you, then?

You wouldn't believe me if I told you.

Let's just say I'm here to help.

Although I'm not prepared for anything like this.

We were all kind of caught in the middle of things.

I'm having a little mutation problem

right now.

Whoa!

I don't think I even want to hear your story.

All of you must hear the Scarlet spider's story

for this is his reality we're in

and that monster you encountered was his twin.

Behold...

My name is Ben Reilly.

I'm related to this reality's Peter Parker.

How?

I'm his clone.

Or... maybe he's my clone.

We're not sure.

This dimension's Peter Parker

had it pretty rough.

He had already lost uncle Ben.

Then aunt May passed away.

That nearly unbalanced his mind.

But then Parker's path crossed with a brilliant scientist...

An expert in genetic cloning named...

Miles Warren!

Ah, I see you've met him.

He cloned Spider-Man.

To make matters worse...

The clone escaped.

I thought I was that clone.

I tried to stay out of Peter's life

by taking on a new identity.

I dyed my hair, changed my name to Ben Reilly

but I had no memory of where I really came from.

Warren had robbed me of my past.

I understand what you've been through.

Warren created a clone in my reality

who had the same problem.

Peter, I've come back to you.

Mary Jane!

( All cheering )

Oh, but I... oh!

Mary Jane, what's the matter?

I'm not the real Mary Jane?

That is so, my dear.

Mary Jane: Why not just tell me i was a clone?!

The cloning process has proven unstable.

You're coming apart.

Mary Jane...

No!

It's too late.

Warren, where the blazes are you?!

Forget it, tiger.

I want you to know just one thing:

If any part of me is anything like the real Mary Jane Watson

she loves Peter Parker more than anything in the world.

More... than... anything!

( Screaming ): No!

Mary Jane!

Mary Jane!

I might make some startling advances.

I hate him for what he did.

So did my world's Peter Parker.

But he hated me... The clone... even more.

When I became a costumed hero... The Scarlet spider...

That really made him angry.

But the next big blow came from Dr. curt Connors.

He discovered that according to our genetic structures

it might be Peter who was the clone, not me.

That news pushed Peter Parker over the edge.

Now he hated me with a passion.

This is starting to sound like a bad comic book plot.

It gets worse.

I was trying to stop

one of the Kingpin's crimes.

He had created an interdimensional transporter

making him invincible as a criminal.

No sooner had I arrived

when my... other showed up.

I thought he was there to help me, but he wasn't.

He wanted me out of the picture... permanently.

Then, from some other dimension, it appeared.

That's the Carnage symbiote!

Drawn by Peter's hatred, it bonded with him somehow

and drove him completely insane.

So this reality we're in is your reality.

But what does it have

to do with the rest of us?

What's our stake in this?

Or yours, for that matter?

Behold...

Look into the future.

Tell me what you see.

Spider-Man: a portal has been opened.

The dish stolen from j-3 communications

is magnifying the incendiary device

attached to the transporter, and it's about to go off.

No!

Spider-Carnage

will link a matter disintegrator bomb

to Dr. ohn's time portal device.

The blast will be magnified

and will enter other dimensions.

It will not only destroy this reality

but every reality across space and time.

I have already

seen it happen.

If this has already happened, how are we here?

When the destruction reached my home dimension

I used all my powers to roll back time.

It taxed me to the extreme.

We are now in this reality's past.

Spider-Carnage

has not detonated the device yet.

You must stop him.

You can transcend time.

Why don't you just go back to the past

and prevent this from happening?

Although madame web and i are beings who can pass

through different realities, we are powerless...

( Groans )

We cannot stay

in this one reality to keep anything we change stable.

It takes all this machinery

for us to remain in your dimension

for as long as we have

and once we leave, it will be

as if we had never been here at all.

The beyonder decided

that spider-men from other realities

would have to find a way to stop this one.

In other words, only he could stop himself.

My companion, madame web

traveled to your dimensions to prepare you for this task.

You were all tested

but only one of you proved worthy

to be the leader of this team.

You.

Me?

Yes, you.

I object. I think I should be the...

Silence!

We took you to our dimension

and created the secret war to test you

and see if we were right.

Behold!

Spider-Man, get out of here!

No, we have to get the lizard back.

He's my friend.

Help the rebels.

The robots are pounding them.

Hold on, doom.

You can't possibly control

the godlike abilities you've stolen.

You'll place us in grave danger

if you don't give them up.

Who amongst you ever wanted to give up their superpowers?

I have, 'cause I've learned time and time again

that with great power

there must also come great responsibility.

We were right.

It's up to all of you now.

Even my survival depends on your victory.

So we're here to fight for all reality.

Okay. Spider-men, we don't have much time.

We'd better get going.

What about him?

He doesn't have powers.

Hey, guys, don't cut me out of this.

This is the adventure of a lifetime.

No way.

I'm sorry, but he's right.

We can't endanger you.

And I'm sorry i was angry with you.

Rest assured, i won't let you down.

All right, boys, let's do it.

Kingpin: Smythe, what is keeping spider-Carnage

and those goblins?

They were due back hours ago.

I warned you

not to trust any of them.

We got delayed.

We ran into another Spider-Man.

What is this all about, spider-Carnage?

It's that clone i told you about.

All that matters is the few more hours I need

to assemble my ultimate weapon.

Think of it, we'll use it

to take control of people's minds.

Then we'll rule the entire world.

You have secured the final part that you required?

Of course. My device will be ready soon

and then, we'll really get what we deserve.

All of us.

( Laughing )

This device he is building... Is it what he says it is?

I need time to analyze it fully.

Keep an eye on him.

He is a powerful ally, but he is more evil

than anyone i have ever encountered.

I don't get it, we can swing through the air

why are we sneaking in the front door?

Because, spider-Carnage won't expect it

and that makes him vulnerable.

Trust me.

We need to disable the alarm

and observation systems.

No problem. One of my companies

designs security systems like this.

You own your own companies?

Who do you think built this armored suit?

In my world, I'm a multi-billionaire.

Aren't you?

Uh... let's keep moving, okay?

Kingpin, it's Spider-Man. Five of him!

Five? But I thought there was only one clone.

It appears our visitors have disabled the security systems.

Green goblin, Hobgoblin

we are under attack from inside.

A laser built into your armor?

My own design.

I wish I was able to bring

my giant spider-robot

on this mission with us.

Did he say, "his giant spider-robot?"

Nice. What do you call that stuff?

Impact webbing.

Why didn't I think of that?

Got you.

Maybe, but can you keep me?

A gas missile will take care of him.

No, wait!

Why did you do that?

What were you thinking?

Hey, relax.

This will all work out.

Things always do.

What a foolhardy nut.

It's as if he doesn't even consider failure.

You have to be careful, beyonder.

I must help them.

Even if it means the end of me.

Hurry! Thanks to Hobgoblin, we don't have much time!

If we're cautious we can by-pass them.

Sorry, I never shy away from a fight.

Maybe 'cause I never lose.

Hey, wait!

Impetuous, isn't he?

Try obnoxious.

These look like Sonic grenades.

They'll come in handy.

This is too easy.

A paralyzer ray.

I can't move.

Hey, stop. No!

Gentlemen

stop right there.

You were right.

The clones do seem to be multiplying.

Stop them!

Three more Sonic grenades should do the trick.

No, my mutation disease...

It's flaring up.

Not now!

Spider-Carnage: let's use this distraction to get out of here!

What's happened?

He's mutated into a man-spider.

I've been through this.

We're in trouble.

( Roaring )