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Previously:
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00:00:04,190 --> 00:00:08,110
Spider-Man: the Hobgoblin and
green goblin destroying the city?
3
00:00:08,110 --> 00:00:10,500
You finish the job, Hobgoblin.
4
00:00:10,500 --> 00:00:11,500
Uh-oh.
5
00:00:15,880 --> 00:00:18,750
He looks like Carnage
but in my costume.
6
00:00:18,760 --> 00:00:20,700
Well, dear clone...
7
00:00:20,700 --> 00:00:22,830
Tell me what's going on.
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00:00:22,830 --> 00:00:24,740
They're from parallel realities.
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00:00:24,740 --> 00:00:27,460
Carnage symbiot bonded
with Scarlet spider's clone
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00:00:27,460 --> 00:00:29,950
and drove him completely insane.
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00:00:29,950 --> 00:00:32,440
The beyonder:
Spider-Carnage will detonate
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00:00:32,440 --> 00:00:34,130
a disintegrator bomb.
13
00:00:35,810 --> 00:00:39,210
The blast will
destroy every reality.
14
00:00:39,210 --> 00:00:41,180
You must stop spider-Carnage.
15
00:00:41,180 --> 00:00:43,410
It's Spider-Man! Five of him!
16
00:00:43,420 --> 00:00:44,420
Stop them!
17
00:00:51,340 --> 00:00:53,280
My mutation disease!
18
00:00:53,290 --> 00:00:54,550
What's happened?
19
00:00:54,550 --> 00:00:56,040
Man-spider! We're in trouble!
20
00:01:07,100 --> 00:01:09,140
♪ Spider-Man, Spider-Man ♪
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00:01:09,140 --> 00:01:13,220
♪ Radioactive Spider-Man ♪
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♪ Spider-Man ♪
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♪ Spider-Man ♪
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♪ Radioactive Spider-Man ♪
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00:01:21,410 --> 00:01:24,870
♪ Spider-Man, Spider-Man ♪
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00:01:24,870 --> 00:01:28,790
♪ Radioactive Spider-Man ♪
27
00:01:35,290 --> 00:01:36,910
♪ Spider blood, spider blood ♪
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00:01:36,910 --> 00:01:38,850
♪ Radioactive spider blood ♪
29
00:01:38,850 --> 00:01:41,020
♪ Spider blood, spider blood ♪
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00:01:41,020 --> 00:01:43,120
♪ Radioactive spider power ♪
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00:01:43,120 --> 00:01:45,450
( Guitar solo )
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♪ Spider-Man, Spider-Man. ♪
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00:01:59,080 --> 00:02:00,660
The beyonder: Spider-Carnage
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00:02:00,660 --> 00:02:03,150
has not detonated
the device yet.
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00:02:03,160 --> 00:02:04,250
We are powerless
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00:02:04,250 --> 00:02:05,830
to stop him.
37
00:02:05,830 --> 00:02:07,920
How can I help?
38
00:02:07,930 --> 00:02:12,420
( Grunting )
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00:02:32,570 --> 00:02:33,890
Spider-Man!
40
00:02:39,340 --> 00:02:40,470
There.
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00:02:40,480 --> 00:02:42,800
It's complete at last.
42
00:02:42,800 --> 00:02:44,570
Then activate
43
00:02:44,580 --> 00:02:46,720
the mind-control device.
44
00:02:48,090 --> 00:02:50,230
Look! We've run
45
00:02:50,240 --> 00:02:51,480
out of time!
46
00:03:00,120 --> 00:03:02,100
And now, world, say good...
47
00:03:02,100 --> 00:03:03,220
Guess again.
48
00:03:03,220 --> 00:03:06,270
How did you get up
here so quickly?
49
00:03:06,270 --> 00:03:08,090
A good magician
50
00:03:08,090 --> 00:03:10,080
never reveals his tricks.
51
00:03:10,080 --> 00:03:12,100
You transported
the powerless one.
52
00:03:12,100 --> 00:03:16,130
Yes, but if he fails,
I'm now too weak to help him.
53
00:03:17,670 --> 00:03:19,460
( Grunting ): Stop! Let me go!
54
00:03:19,460 --> 00:03:20,750
All is lost.
55
00:03:20,750 --> 00:03:23,560
No. I will use the
last of my power
56
00:03:23,570 --> 00:03:25,580
to transport man-spider away.
57
00:03:25,580 --> 00:03:28,210
Then, to stay
alive, i must return
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00:03:28,210 --> 00:03:30,160
to our home dimension.
59
00:03:30,160 --> 00:03:33,210
If Spider-Man prevails
and we survive
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00:03:33,210 --> 00:03:36,030
tell him the beyonder
said, "thank you."
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00:03:36,030 --> 00:03:37,210
( Groaning ) ( Groaning )
62
00:03:37,210 --> 00:03:42,720
( Grunting )
63
00:03:48,110 --> 00:03:50,640
There.
I've reprogrammed the device.
64
00:03:50,640 --> 00:03:54,320
I shall rip this imposter
limb from limb for causing us
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00:03:54,320 --> 00:03:55,950
a delay.
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00:03:55,950 --> 00:03:57,780
Kingpin, I know he's promised
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00:03:57,780 --> 00:03:59,800
to build a machine to take over
68
00:03:59,800 --> 00:04:02,680
people's minds,
but he's really built a bomb
69
00:04:02,680 --> 00:04:03,700
to destroy us.
70
00:04:03,710 --> 00:04:05,820
Lies won't save
your pathetic life.
71
00:04:05,820 --> 00:04:07,290
It's the truth!
72
00:04:07,290 --> 00:04:09,280
Spider-Carnage has duped you!
73
00:04:09,280 --> 00:04:10,530
Don't listen to them!
74
00:04:10,530 --> 00:04:11,460
What's that?
75
00:04:11,460 --> 00:04:14,150
The dish from j3 communications
76
00:04:14,150 --> 00:04:16,360
is magnifying the
dimensional transporter!
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00:04:16,360 --> 00:04:17,480
A portal opened.
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00:04:17,480 --> 00:04:18,830
A portal?
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00:04:18,830 --> 00:04:21,160
Spider-Carnage will
detonate a bomb.
80
00:04:21,170 --> 00:04:23,020
That explosion will be magnified
81
00:04:23,020 --> 00:04:25,590
through time and space
until it destroys
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00:04:25,590 --> 00:04:26,710
all reality!
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00:04:26,710 --> 00:04:27,960
Shut up!
84
00:04:27,960 --> 00:04:29,910
Why would you do this?
85
00:04:29,910 --> 00:04:31,670
Ever since that spider bit me
86
00:04:31,670 --> 00:04:33,470
the world has misunderstood me
87
00:04:33,470 --> 00:04:35,290
and tormented me!
88
00:04:35,290 --> 00:04:37,180
Now it's my turn.
89
00:04:37,180 --> 00:04:41,060
I'm going to obliterate you all!
90
00:04:41,060 --> 00:04:42,500
( Yelling )
91
00:04:46,280 --> 00:04:49,070
Guys, I think he just
started the countdown!
92
00:04:49,070 --> 00:04:52,430
I'll reprogram the bomb...
you disable the transporter.
93
00:04:52,430 --> 00:04:54,900
Keep your head down and
stay out of trouble.
94
00:04:54,900 --> 00:04:57,170
That I can do.
95
00:05:01,210 --> 00:05:02,330
No!
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00:05:02,330 --> 00:05:04,190
Spider-Man! I found it!
97
00:05:09,800 --> 00:05:11,620
It's over, spider-Carnage.
98
00:05:11,620 --> 00:05:12,840
No!
99
00:05:12,840 --> 00:05:13,770
Hey!
100
00:05:13,770 --> 00:05:14,790
Stop him!
101
00:05:17,130 --> 00:05:19,310
We still have to
disarm the bomb!
102
00:05:19,310 --> 00:05:21,490
Without the transporter
it's powerful enough
103
00:05:21,490 --> 00:05:24,240
to blow up this building!
104
00:05:27,450 --> 00:05:29,400
Where... what?
105
00:05:29,400 --> 00:05:30,910
You did it!
106
00:05:30,910 --> 00:05:32,320
You saved reality!
107
00:05:32,320 --> 00:05:33,950
It was a team effort.
108
00:05:33,950 --> 00:05:35,330
Where's the beyonder?
109
00:05:35,330 --> 00:05:37,730
He went back to
our home dimension.
110
00:05:37,730 --> 00:05:40,550
The strain was too
much on his powers.
111
00:05:40,550 --> 00:05:42,410
You came back just in time.
112
00:05:42,410 --> 00:05:45,350
I still have a few
tricks up my sleeve.
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00:05:45,360 --> 00:05:46,440
Behold!
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00:05:46,440 --> 00:05:48,330
I'm sending him to a jail.
115
00:05:48,330 --> 00:05:49,580
Authorities will find him
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00:05:49,580 --> 00:05:52,080
under lock and key.
117
00:05:52,080 --> 00:05:54,000
At least it's all over.
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00:05:54,000 --> 00:05:55,090
Alas, it isn't.
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00:05:55,090 --> 00:05:56,950
Observe the window.
120
00:05:56,950 --> 00:05:57,910
Him again!
121
00:05:57,910 --> 00:05:59,930
He's up to his old tricks.
122
00:05:59,930 --> 00:06:01,690
I thought...
123
00:06:01,690 --> 00:06:04,700
He transported himself into
another alternate reality.
124
00:06:04,700 --> 00:06:06,370
Which one?
125
00:06:06,370 --> 00:06:09,380
I am trying to search
through infinity.
126
00:06:09,380 --> 00:06:10,660
Ah!
127
00:06:10,660 --> 00:06:13,640
The Peter Parker
science foundation?
128
00:06:13,640 --> 00:06:15,950
That's my world!
I've got to go back!
129
00:06:15,950 --> 00:06:17,000
You cannot.
130
00:06:17,010 --> 00:06:19,120
You are still
paralyzed, thanks to
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00:06:19,120 --> 00:06:20,430
your rash behavior.
132
00:06:20,430 --> 00:06:22,740
Can you send the
rest of us there?
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00:06:22,740 --> 00:06:24,630
Only one of you.
134
00:06:24,630 --> 00:06:25,720
Let me go!
135
00:06:25,720 --> 00:06:27,930
I'm the leader here. I'll go.
136
00:06:27,930 --> 00:06:29,950
My own powers are waning.
137
00:06:29,950 --> 00:06:31,740
I can't place you there
138
00:06:31,740 --> 00:06:35,270
with pinpoint accuracy,
and you will be
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00:06:35,270 --> 00:06:36,230
on your own.
140
00:06:36,230 --> 00:06:37,990
I understand. Good luck.
141
00:06:37,990 --> 00:06:39,430
Something tells me
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00:06:39,430 --> 00:06:42,120
you're going to need it.
143
00:06:53,530 --> 00:06:54,930
The people
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00:06:54,940 --> 00:06:56,470
love me!
145
00:06:56,470 --> 00:06:59,610
No wonder my armored
alter-ego was so arrogant.
146
00:06:59,610 --> 00:07:02,180
I should be in
charge of this group
147
00:07:02,180 --> 00:07:03,420
'cause I never lose.
148
00:07:03,430 --> 00:07:05,540
A laser built into your armor?
149
00:07:05,540 --> 00:07:07,040
It's my design.
150
00:07:07,050 --> 00:07:09,190
In my world,
I'm a multibillionaire.
151
00:07:09,190 --> 00:07:10,280
Aren't you?
152
00:07:10,280 --> 00:07:12,680
He probably didn't know
153
00:07:12,680 --> 00:07:13,710
the meaning
154
00:07:13,710 --> 00:07:14,760
of "failure."
155
00:07:14,770 --> 00:07:17,040
If I don't find spider-Carnage
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00:07:17,040 --> 00:07:18,350
this paradise
157
00:07:18,350 --> 00:07:20,400
won't be around for
my armored alter-ego.
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00:07:20,400 --> 00:07:21,620
There you are!
159
00:07:21,620 --> 00:07:23,380
How dare you keep us waiting
160
00:07:23,380 --> 00:07:24,340
so long.
161
00:07:24,340 --> 00:07:26,140
Whoa! Wait! Stop!
162
00:07:26,140 --> 00:07:28,990
Can't your fiancee give
you a kiss anymore?
163
00:07:28,990 --> 00:07:31,780
Great, Parker...
You're engaged to somebody
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00:07:31,780 --> 00:07:32,830
you don't even know.
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00:07:32,830 --> 00:07:34,240
I'm sorry, miss, uh...
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00:07:34,240 --> 00:07:35,170
Funny, Peter.
167
00:07:35,170 --> 00:07:37,000
The name's Gwen Stacy.
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00:07:37,000 --> 00:07:39,020
Look, Mr. comedian
169
00:07:39,020 --> 00:07:42,030
I'll go let them know
you've finally arrived.
170
00:07:42,030 --> 00:07:44,590
Then you can make
your grand entrance.
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00:07:44,590 --> 00:07:45,550
"Grand entrance"?
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00:07:45,550 --> 00:07:46,870
It's not every night
173
00:07:46,870 --> 00:07:50,040
the city opens a science
center in your name.
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00:07:50,040 --> 00:07:52,150
And wearing the old costume...
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00:07:52,150 --> 00:07:53,620
Nice touch.
176
00:07:53,630 --> 00:07:55,390
Very nostalgic. Wait here.
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00:07:55,390 --> 00:07:57,310
Sorry to miss the party
178
00:07:57,310 --> 00:07:59,680
but I've got to go
look for a maniac.
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00:07:59,680 --> 00:08:01,670
Where do I start?
180
00:08:01,670 --> 00:08:03,590
I'm running low on time.
181
00:08:03,590 --> 00:08:04,680
Where are you?
182
00:08:04,680 --> 00:08:08,490
Oh, this is almost too obvious.
183
00:08:08,490 --> 00:08:10,510
Okay, I'll bite.
184
00:08:10,510 --> 00:08:11,470
Oh, boy.
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00:08:11,470 --> 00:08:13,260
Well, my alter ego
186
00:08:13,260 --> 00:08:14,640
did say he owned
187
00:08:14,640 --> 00:08:16,110
his own robot.
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00:08:17,080 --> 00:08:18,900
Robot!
189
00:08:19,900 --> 00:08:21,470
Destroy that intruder!
190
00:08:22,360 --> 00:08:23,830
Spider-sense! Danger!
191
00:08:25,850 --> 00:08:27,100
( Groaning )
192
00:08:27,100 --> 00:08:28,540
I'm done for!
193
00:08:28,540 --> 00:08:29,470
Wait... on the side
194
00:08:29,470 --> 00:08:30,430
of its head...
195
00:08:30,430 --> 00:08:32,290
Those look like Sonic receivers!
196
00:08:32,290 --> 00:08:33,570
This robot can hear!
197
00:08:33,570 --> 00:08:35,530
If he's Spider-Man, he'd respond
198
00:08:35,530 --> 00:08:37,320
to verbal orders
from Spider-Man!
199
00:08:37,320 --> 00:08:39,180
Robot, put me down.
200
00:08:40,650 --> 00:08:43,860
No!
I command you to destroy him!
201
00:08:44,850 --> 00:08:46,680
Spider-Carnage's controlling him
202
00:08:46,680 --> 00:08:47,830
from some hidden place!
203
00:08:47,830 --> 00:08:48,950
Put me down!
204
00:08:50,070 --> 00:08:51,740
No! Listen only to me!
205
00:08:51,740 --> 00:08:53,590
Put me down!
206
00:08:53,600 --> 00:08:54,600
Me!
207
00:08:55,420 --> 00:08:56,420
Uh-oh.
208
00:08:57,890 --> 00:09:00,130
He couldn't handle
getting orders from two.
209
00:09:00,130 --> 00:09:01,600
Spider-Man voices.
210
00:09:01,600 --> 00:09:03,620
Now I know
spider-Carnage is here.
211
00:09:03,620 --> 00:09:04,550
Hello?
212
00:09:04,550 --> 00:09:06,020
What?
213
00:09:06,030 --> 00:09:07,270
I don't believe it.
214
00:09:07,280 --> 00:09:09,930
Mary Jane, it's me... Peter!
215
00:09:09,930 --> 00:09:12,240
Sorry,
but I was wandering around.
216
00:09:12,240 --> 00:09:13,780
I... heard some noise.
217
00:09:13,780 --> 00:09:15,640
I'm happy to have found you!
218
00:09:15,640 --> 00:09:16,890
Whoa, handsome.
219
00:09:16,890 --> 00:09:19,740
I appreciate the attention,
but take it easy.
220
00:09:19,740 --> 00:09:22,840
You're wrinkling the
latest fashion from Paris.
221
00:09:22,840 --> 00:09:25,370
Don't you remember
how much I love you?
222
00:09:25,380 --> 00:09:27,200
How much you what?
223
00:09:27,200 --> 00:09:28,190
Mary Jane...
224
00:09:28,190 --> 00:09:30,150
Oh, it's you, Mr. Parker.
225
00:09:30,150 --> 00:09:32,420
I had no idea you two were...
226
00:09:32,420 --> 00:09:34,090
It's not what you think.
227
00:09:34,090 --> 00:09:35,980
We hardly know one another.
228
00:09:35,980 --> 00:09:37,260
That's not true!
229
00:09:37,260 --> 00:09:38,640
I love you.
230
00:09:38,640 --> 00:09:39,180
I'm so happy
231
00:09:39,180 --> 00:09:40,820
to hear you say that.
232
00:09:40,820 --> 00:09:42,350
Come on, aunt Anna.
233
00:09:42,350 --> 00:09:44,720
There's a party
trying to get started
234
00:09:44,730 --> 00:09:47,220
in the ballroom,
and without me there
235
00:09:47,220 --> 00:09:49,470
it's bound to be a flopper-roo.
236
00:09:49,470 --> 00:09:50,240
Ciao, tiger.
237
00:09:50,240 --> 00:09:52,380
Catch you on the upswing.
238
00:09:52,380 --> 00:09:55,840
Mr. Parker,
do come and visit us sometime soon.
239
00:09:55,840 --> 00:09:58,050
That's not the
Anna Watson i know
240
00:09:58,050 --> 00:10:00,100
or the Mary Jane I know.
241
00:10:00,100 --> 00:10:01,830
Care to explain what that was?
242
00:10:01,830 --> 00:10:03,590
Did I hear correctly?
243
00:10:03,590 --> 00:10:05,450
You love that Watson woman?
244
00:10:05,450 --> 00:10:07,570
Let me explain...
245
00:10:07,570 --> 00:10:08,590
We found them!
246
00:10:08,590 --> 00:10:10,260
Where the heck have you been?
247
00:10:10,260 --> 00:10:12,110
You had your old
godfather worried.
248
00:10:12,120 --> 00:10:13,650
My godfather?
249
00:10:13,650 --> 00:10:15,250
Where's that cool spider-armor?
250
00:10:15,260 --> 00:10:18,420
You know, Peter...
he's always full of surprises.
251
00:10:18,430 --> 00:10:20,410
Why don't we greet those people
252
00:10:20,410 --> 00:10:22,650
who paid good money
to see the star?
253
00:10:22,660 --> 00:10:24,030
If I get trapped...
254
00:10:24,030 --> 00:10:25,990
I must take Mr. Parker away
255
00:10:25,990 --> 00:10:27,560
for a moment or two.
256
00:10:27,560 --> 00:10:29,090
Wilson, what are you...?
257
00:10:29,090 --> 00:10:32,710
As Mr. Parker's lawyer,
there are important legal papers
258
00:10:32,710 --> 00:10:34,190
that he must sign.
259
00:10:34,190 --> 00:10:36,430
The Kingpin is my lawyer?
260
00:10:36,430 --> 00:10:39,250
You guys go out there
and have a good time.
261
00:10:39,250 --> 00:10:40,590
I'll be right along.
262
00:10:40,590 --> 00:10:43,250
Thank you for your time, Peter.
263
00:10:43,250 --> 00:10:45,050
No problem, Mr. Fisk.
264
00:10:45,050 --> 00:10:46,870
I needed distance from them all.
265
00:10:46,870 --> 00:10:48,310
Huh?
266
00:10:48,320 --> 00:10:50,430
Allow me to Grant you your wish.
267
00:10:56,510 --> 00:10:59,300
Well, if it isn't
my old clone friend.
268
00:10:59,300 --> 00:11:02,150
Fisk: spider-Carnage
has explained
269
00:11:02,150 --> 00:11:05,100
everything to me about
the alternate dimensions.
270
00:11:05,100 --> 00:11:08,110
Now, I see an excellent
business opportunity.
271
00:11:08,110 --> 00:11:10,670
Using him to replace you
272
00:11:10,670 --> 00:11:12,560
he and I can take over
273
00:11:12,560 --> 00:11:14,930
all Peter Parker's resources
274
00:11:14,930 --> 00:11:17,330
and rule this empire together.
275
00:11:17,330 --> 00:11:19,760
I should have guessed
Fisk couldn't be trusted.
276
00:11:19,760 --> 00:11:23,320
Listen, Fisk, he's not
interested in ruling the world.
277
00:11:23,320 --> 00:11:24,440
He wants...
278
00:11:24,440 --> 00:11:27,000
Ignore the slimy clone, Fisk.
279
00:11:27,000 --> 00:11:29,110
Now, what is our next step?
280
00:11:29,110 --> 00:11:30,070
Let us join
281
00:11:30,070 --> 00:11:32,950
the party as if
everything is normal.
282
00:11:32,960 --> 00:11:36,730
We can eliminate
him later tonight.
283
00:11:46,340 --> 00:11:48,390
Hey, are you
284
00:11:48,390 --> 00:11:49,220
all right?
285
00:11:49,220 --> 00:11:51,430
Yeah,
but how did you know that...
286
00:11:51,430 --> 00:11:54,060
My Beau made this so
we're never apart.
287
00:11:54,060 --> 00:11:56,840
It can find his
heartbeat miles away.
288
00:11:56,840 --> 00:11:59,920
How did you know that
Peter Parker wasn't me?
289
00:11:59,920 --> 00:12:01,710
He's as nutty as a fruitcake.
290
00:12:01,710 --> 00:12:03,920
A girlfriend notices
things like that.
291
00:12:03,920 --> 00:12:06,260
You don't know the half of it.
292
00:12:06,260 --> 00:12:08,240
How do I get you out of here?
293
00:12:08,240 --> 00:12:11,280
And I just want to say
that I intend to see
294
00:12:11,290 --> 00:12:12,500
that you all get
295
00:12:12,500 --> 00:12:14,420
from me what you deserve.
296
00:12:14,420 --> 00:12:16,050
And I'll see that you
297
00:12:16,060 --> 00:12:17,750
get what you deserve.
298
00:12:17,750 --> 00:12:18,870
( All gasping )
299
00:12:24,090 --> 00:12:26,370
( Screaming )
300
00:12:29,440 --> 00:12:31,550
Flash: there's two of them!
301
00:12:31,550 --> 00:12:35,170
Harry: they're going to
tear each other apart!
302
00:12:35,910 --> 00:12:37,120
( Grunts )
303
00:12:37,130 --> 00:12:39,170
Soon, my dear clone
304
00:12:39,180 --> 00:12:43,180
you'll be nothing more
than a bad memory.
305
00:12:43,180 --> 00:12:44,300
Gwen, now!
306
00:12:46,640 --> 00:12:47,690
( Screams )
307
00:12:48,690 --> 00:12:51,600
Fisk, what's wrong with you?
308
00:12:52,910 --> 00:12:54,580
( Gasps )
309
00:12:55,540 --> 00:12:57,390
I'll show you!
310
00:12:57,400 --> 00:12:58,930
I'll destroy you all!
311
00:12:58,930 --> 00:13:00,240
And if anyone
312
00:13:00,240 --> 00:13:02,420
follows me, she'll be the first
313
00:13:02,420 --> 00:13:03,990
to go.
314
00:13:03,990 --> 00:13:06,010
Destroy us all?
315
00:13:06,010 --> 00:13:10,520
You were tricked, Fisk...
Not for the first time either.
316
00:13:10,520 --> 00:13:12,760
I've got to stop him.
317
00:13:12,770 --> 00:13:15,810
No. That's
318
00:13:15,810 --> 00:13:17,470
what I'm doing wrong.
319
00:13:17,470 --> 00:13:19,300
I have to remember
320
00:13:19,300 --> 00:13:22,660
that my enemy here is me.
321
00:13:22,660 --> 00:13:25,220
Maybe I shouldn't
try to defeat him.
322
00:13:25,220 --> 00:13:27,810
Maybe what I need to
do is understand him.
323
00:13:27,820 --> 00:13:31,270
I'm forgetting everything
that madame web taught me.
324
00:13:31,270 --> 00:13:34,570
Why isn't he trying to
save my girlfriend?!
325
00:13:34,570 --> 00:13:35,600
Be quiet.
326
00:13:35,600 --> 00:13:37,710
He is using his
head at long last...
327
00:13:37,710 --> 00:13:40,300
Something you May
never learn to do.
328
00:13:42,380 --> 00:13:43,380
That's it.
329
00:13:43,380 --> 00:13:45,550
He's confused.
330
00:13:45,560 --> 00:13:47,990
And there's only one person
331
00:13:47,990 --> 00:13:51,060
who can help him remember
right from wrong.
332
00:13:51,060 --> 00:13:53,660
If I'm right,
this reality is the only place
333
00:13:53,660 --> 00:13:55,930
where that person
might still be found.
334
00:13:55,930 --> 00:13:58,170
Wha... what are you doing?!
335
00:13:58,170 --> 00:14:01,050
I'm going to destroy
all reality...
336
00:14:01,050 --> 00:14:03,200
Even if I have to do it
337
00:14:03,200 --> 00:14:05,340
one dimension at a time.
338
00:14:05,340 --> 00:14:06,690
This heartbeat tracker
339
00:14:06,690 --> 00:14:08,390
really works.
340
00:14:08,390 --> 00:14:09,220
She was right.
341
00:14:09,220 --> 00:14:11,460
I told you not to follow me
342
00:14:11,460 --> 00:14:12,930
or she'd get it!
343
00:14:12,930 --> 00:14:13,990
What are you planning?
344
00:14:13,990 --> 00:14:15,690
I devised a way
345
00:14:15,690 --> 00:14:18,600
to amplify the
dimensional transporter.
346
00:14:18,600 --> 00:14:21,670
Only this hole won't lead
to another dimension.
347
00:14:21,680 --> 00:14:24,780
I've recalibrated the
interface inhibitor.
348
00:14:24,780 --> 00:14:27,440
You've deliberately
created an imbalance?
349
00:14:27,440 --> 00:14:29,460
Whatever gets
sucked into that...
350
00:14:29,460 --> 00:14:32,080
Right. It will cease to exist.
351
00:14:32,080 --> 00:14:35,380
In minutes,
this hole will grow large enough
352
00:14:35,380 --> 00:14:38,010
to suck this city into oblivion!
353
00:14:39,060 --> 00:14:40,760
Then the entire planet.
354
00:14:40,760 --> 00:14:42,870
You can't do something
this horrible.
355
00:14:42,870 --> 00:14:45,980
It just isn't in you
because it isn't in me
356
00:14:45,980 --> 00:14:47,710
and you are me.
357
00:14:47,710 --> 00:14:48,860
I'm more you
358
00:14:48,860 --> 00:14:51,290
than you'd ever admit!
359
00:14:51,290 --> 00:14:55,260
And maybe you're being
overtaken by the symbiote.
360
00:14:55,270 --> 00:14:58,400
I need to reach the real
Peter Parker inside you...
361
00:14:58,400 --> 00:15:00,770
The one who cares about people.
362
00:15:00,770 --> 00:15:03,720
He's gone for good!
363
00:15:03,720 --> 00:15:04,840
Is he?
364
00:15:04,840 --> 00:15:07,690
He won't talk to me,
but I brought along somebody
365
00:15:07,690 --> 00:15:09,160
that he might talk to.
366
00:15:09,160 --> 00:15:10,760
No. It... it can't be!
367
00:15:10,760 --> 00:15:11,880
Peter, it's me...
368
00:15:11,880 --> 00:15:13,520
Uncle Ben.
369
00:15:13,520 --> 00:15:15,410
Uncle Ben?
370
00:15:15,410 --> 00:15:17,330
I've been told everything.
371
00:15:17,330 --> 00:15:19,220
Is it really you?
372
00:15:19,220 --> 00:15:22,160
Did you think things would be
easy, boy?
373
00:15:22,160 --> 00:15:23,060
Huh? Did you?
374
00:15:23,060 --> 00:15:26,390
But I...
I can't do it, uncle Ben.
375
00:15:26,390 --> 00:15:28,730
You know my rotten luck.
376
00:15:28,730 --> 00:15:29,690
Nonsense.
377
00:15:29,690 --> 00:15:30,870
Boy, good or bad luck
378
00:15:30,870 --> 00:15:33,470
is nothing but the
right or wrong mix
379
00:15:33,470 --> 00:15:36,060
of opportunity,
preparation and confidence.
380
00:15:36,060 --> 00:15:39,330
Now I know you're prepared
because I had a hand in that.
381
00:15:39,330 --> 00:15:41,410
We're looking square
at opportunity.
382
00:15:41,410 --> 00:15:43,740
I know you've had
a very bad time
383
00:15:43,740 --> 00:15:46,980
but in this dimension
I'm here for you
384
00:15:46,980 --> 00:15:49,060
and no matter what, I love you.
385
00:15:49,060 --> 00:15:50,080
I...
386
00:15:50,090 --> 00:15:52,740
I love you, too, uncle Ben.
387
00:15:52,740 --> 00:15:53,730
I...
388
00:15:53,740 --> 00:15:55,560
( Sobbing ): Love you, too.
389
00:15:55,560 --> 00:15:56,620
Do you remember
390
00:15:56,620 --> 00:15:59,430
what I taught you
about great power?
391
00:15:59,440 --> 00:16:01,360
Yes. With great power
392
00:16:01,360 --> 00:16:04,530
there must come
great responsibility.
393
00:16:04,530 --> 00:16:08,110
Peter,
there's an evil inside you.
394
00:16:08,110 --> 00:16:10,260
It's your responsibility
to the world
395
00:16:10,260 --> 00:16:12,910
and to yourself to expel it.
396
00:16:12,920 --> 00:16:15,830
Get rid of it... please.
397
00:16:15,830 --> 00:16:17,300
Yes... I must.
398
00:16:17,300 --> 00:16:18,970
I see that now!
399
00:16:18,970 --> 00:16:19,990
( Screaming )
400
00:16:19,990 --> 00:16:21,850
What's wrong with him?
401
00:16:21,850 --> 00:16:24,990
He's trying to get rid of
the symbiote; It's fighting.
402
00:16:24,990 --> 00:16:28,290
Fight it, Peter,
with all your heart and soul...
403
00:16:28,290 --> 00:16:30,330
Your real heart and soul.
404
00:16:30,340 --> 00:16:32,060
( Screams and gasps )
405
00:16:32,070 --> 00:16:33,180
Won't work.
406
00:16:33,190 --> 00:16:34,270
Too painful.
407
00:16:34,270 --> 00:16:37,440
I'm sorry for all
the bad things I did.
408
00:16:37,440 --> 00:16:38,880
Forgive me!
409
00:16:38,890 --> 00:16:40,610
Oh, forgive me!
410
00:16:40,610 --> 00:16:41,800
( Screams )
411
00:16:51,250 --> 00:16:54,260
No! He's gone... vaporized.
412
00:16:54,260 --> 00:16:56,080
I should have stopped him.
413
00:16:56,080 --> 00:16:58,450
No. He did what he
thought was best...
414
00:16:58,450 --> 00:17:00,500
For himself and for all of us.
415
00:17:00,500 --> 00:17:01,880
You did fine, Peter.
416
00:17:01,880 --> 00:17:03,120
I'm proud of you.
417
00:17:03,130 --> 00:17:04,090
I'll miss you.
418
00:17:04,090 --> 00:17:06,200
And I'll miss you,
too, uncle Ben
419
00:17:06,200 --> 00:17:08,120
but I'll always have you...
420
00:17:08,120 --> 00:17:09,470
In my heart.
421
00:17:13,950 --> 00:17:15,290
Way to go, boss.
422
00:17:15,290 --> 00:17:17,340
You did well, Spider-Man.
423
00:17:17,340 --> 00:17:19,140
I am proud of you.
424
00:17:19,140 --> 00:17:20,990
The others can go home
425
00:17:20,990 --> 00:17:24,900
but there is one more
place that you must visit.
426
00:17:24,900 --> 00:17:25,860
Where to now?
427
00:17:25,860 --> 00:17:27,170
( Clears throat )
428
00:17:27,170 --> 00:17:29,160
I think she means my reality.
429
00:17:29,160 --> 00:17:31,210
What am I going to find there?
430
00:17:31,210 --> 00:17:34,120
More than you can ever imagine.
431
00:17:37,610 --> 00:17:41,170
In your reality,
I'm a character in fiction?
432
00:17:41,170 --> 00:17:42,960
Yep, and I'm an actor
433
00:17:42,960 --> 00:17:44,080
who plays you on TV.
434
00:17:44,080 --> 00:17:46,550
There's someone here
you have to meet.
435
00:17:46,550 --> 00:17:50,420
He's the man who created you
for fans all over the world.
436
00:17:53,080 --> 00:17:55,130
Ahem. Excuse me.
437
00:17:55,130 --> 00:17:58,490
I'm looking for some
guy named Stan Lee.
438
00:18:03,330 --> 00:18:05,730
Uh, Pam,
hold my calls for a while.
439
00:18:05,730 --> 00:18:08,450
I think I've finally gone crazy.
440
00:18:09,380 --> 00:18:11,230
Lee: wahoo!
441
00:18:13,190 --> 00:18:15,680
Lee: Spider-Man,
I've always wanted
442
00:18:15,690 --> 00:18:17,770
to experience real webslinging.
443
00:18:17,770 --> 00:18:20,840
Spider-Man: and I've always
wanted to be appreciated
444
00:18:20,840 --> 00:18:23,050
as a real hero.
445
00:18:23,050 --> 00:18:25,360
It seems you've made me one.
Thanks.
446
00:18:25,360 --> 00:18:26,410
Don't mention it.
447
00:18:26,410 --> 00:18:28,270
After saving all of reality
448
00:18:28,270 --> 00:18:30,160
where do you go from here?
449
00:18:30,160 --> 00:18:31,280
To find Mary Jane...
450
00:18:31,280 --> 00:18:32,240
My Mary Jane.
451
00:18:32,240 --> 00:18:34,290
I've been told
she's still alive.
452
00:18:34,290 --> 00:18:36,430
I can't wait to see her.
453
00:18:36,440 --> 00:18:38,030
Spider-Man: for so long
454
00:18:38,040 --> 00:18:40,790
I've thought that I
never got any breaks
455
00:18:40,790 --> 00:18:43,580
but now,
after all I've been through
456
00:18:43,580 --> 00:18:45,620
for once, I like my life.
457
00:18:45,630 --> 00:18:46,940
I like myself.
458
00:18:46,940 --> 00:18:48,890
And for the first time ever
459
00:18:48,890 --> 00:18:52,060
I wouldn't want to
change anything about me.
460
00:18:52,060 --> 00:18:54,330
Gee, you are definitely
not the same guy
461
00:18:54,340 --> 00:18:57,020
I've been writing
about all these years.
462
00:18:57,030 --> 00:18:58,240
Well, Stan, we all have
463
00:18:58,240 --> 00:19:00,260
to grow up sometime,
i suppose...
464
00:19:00,260 --> 00:19:02,790
Even us characters of fiction.
465
00:19:02,790 --> 00:19:03,940
Spider-Man...
466
00:19:03,940 --> 00:19:07,140
It's time to go.
467
00:19:07,140 --> 00:19:09,350
Who is that beautiful lady?
468
00:19:09,350 --> 00:19:10,310
Oh, her?
469
00:19:10,310 --> 00:19:11,300
She's my ride.
470
00:19:11,310 --> 00:19:13,360
It's been great meeting you.
471
00:19:13,360 --> 00:19:14,830
Take care of yourself.
472
00:19:14,830 --> 00:19:16,240
You, too, Spider-Man.
473
00:19:16,240 --> 00:19:18,220
Farewell and good luck.
474
00:19:18,220 --> 00:19:21,840
Well, I wonder how I'm
supposed to get down from here.
475
00:19:21,840 --> 00:19:24,790
I suppose I could wait
for the fantastic four
476
00:19:24,790 --> 00:19:26,930
to drop by and give me a lift.
477
00:19:26,930 --> 00:19:29,490
Spider-Man: that Stan
Lee is quite a guy.
478
00:19:29,490 --> 00:19:32,440
I think he's truly special.
479
00:19:32,440 --> 00:19:34,420
Well, madame web, where to now?
480
00:19:34,430 --> 00:19:36,280
Face front, true believer.
481
00:19:36,280 --> 00:19:37,470
We are going to find
482
00:19:37,470 --> 00:19:39,450
the real Mary Jane Watson.
483
00:19:39,450 --> 00:19:40,410
What?
484
00:19:40,410 --> 00:19:43,420
It has been a long hard journey
485
00:19:43,420 --> 00:19:48,350
and I think you are finally
entitled to some happiness.
486
00:19:48,350 --> 00:19:50,790
Amen to that, dear lady...
Amen to that.
32399
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