1
00:00:09,375 --> 00:00:11,000
♪ Spider-Man ♪

2
00:00:11,000 --> 00:00:13,250
♪ Spider-Man ♪

3
00:00:13,250 --> 00:00:17,291
♪ Radioactive Spider-Man ♪

4
00:00:17,291 --> 00:00:19,500
♪ Spider-Man ♪

5
00:00:19,500 --> 00:00:21,083
♪ Spider-Man ♪

6
00:00:21,083 --> 00:00:25,625
♪ Radioactive Spider-Man ♪

7
00:00:25,625 --> 00:00:27,333
♪ Spider-Man ♪

8
00:00:27,333 --> 00:00:30,000
♪ Spider-Man ♪

9
00:00:30,000 --> 00:00:33,375
♪ Radioactive Spider-Man ♪

10
00:00:39,625 --> 00:00:41,833
♪ Spider blood, spider blood ♪

11
00:00:41,833 --> 00:00:43,500
♪ Radioactive spider blood ♪

12
00:00:43,500 --> 00:00:44,458
♪ Spider blood ♪

13
00:00:44,458 --> 00:00:45,833
♪ Spider blood ♪

14
00:00:45,833 --> 00:00:48,875
♪ Radioactive spider blood ♪

15
00:00:55,875 --> 00:00:58,416
♪ Spider-Man, Spider-Man ♪

16
00:01:01,708 --> 00:01:03,208
[Spider-Man] New York City.

17
00:01:03,208 --> 00:01:05,000
If only everything down there

18
00:01:05,000 --> 00:01:06,875
was really as peaceful
as it looks from up here.

19
00:01:10,833 --> 00:01:13,583
[honking]

20
00:01:13,583 --> 00:01:16,291
[footsteps]

21
00:01:21,000 --> 00:01:24,125
[electric surging]

22
00:01:25,458 --> 00:01:26,708
[man] Yeah,
hold it right there.

23
00:01:26,708 --> 00:01:28,125
Yeah, like I was saying,

24
00:01:28,125 --> 00:01:29,833
you're gonna love
working down here.

25
00:01:29,833 --> 00:01:32,500
It's cool in the summer
and warm in the winter.

26
00:01:32,500 --> 00:01:33,875
And uh, no office politics.

27
00:01:33,875 --> 00:01:35,750
Well, sounds better
than my last job.

28
00:01:35,750 --> 00:01:37,333
I was in the
television business.

29
00:01:37,333 --> 00:01:39,166
TV really?

30
00:01:39,166 --> 00:01:41,375
Hey my old TV gets
these double images,

31
00:01:41,375 --> 00:01:42,333
you know what I mean.

32
00:01:42,333 --> 00:01:43,583
Hey maybe you could uh...

33
00:01:43,583 --> 00:01:45,208
No. I was a TV executive.

34
00:01:45,208 --> 00:01:48,708
Oh, you're better off
down here.

35
00:01:48,708 --> 00:01:50,750
-[footsteps]
-Holy...

36
00:01:50,750 --> 00:01:53,333
[growling]

37
00:01:55,708 --> 00:01:57,291
[groans]

38
00:01:58,875 --> 00:02:02,083
[dramatic music]

39
00:02:02,083 --> 00:02:03,416
[growling]

40
00:02:03,416 --> 00:02:05,333
Oh! It has got me!
What? Help!

41
00:02:06,833 --> 00:02:08,250
Help!

42
00:02:08,250 --> 00:02:12,000
[tires screeching]

43
00:02:12,000 --> 00:02:14,583
Those eyes, they're after me.

44
00:02:14,583 --> 00:02:17,375
[tires squealing]

45
00:02:18,208 --> 00:02:20,416
[crash]

46
00:02:26,875 --> 00:02:28,291
What's this.

47
00:02:28,291 --> 00:02:30,250
Another satisfied
graduate of New York City

48
00:02:30,250 --> 00:02:31,750
cab driving academy.

49
00:02:33,375 --> 00:02:34,583
Hit the brake.

50
00:02:34,583 --> 00:02:37,583
-Turn, turn.
-[honking]

51
00:02:39,458 --> 00:02:40,875
[tires screeching]

52
00:02:40,875 --> 00:02:42,291
[crashing]

53
00:02:42,291 --> 00:02:44,250
[yelling]

54
00:02:54,000 --> 00:02:55,458
What was that all about?

55
00:02:55,458 --> 00:02:57,875
Red eyes.
Red eyes after me.

56
00:02:57,875 --> 00:03:01,125
Uh huh, and did they belong
to little pink elephants?

57
00:03:01,125 --> 00:03:02,458
No, mister, it was real.

58
00:03:02,458 --> 00:03:03,583
It was real I swear.

59
00:03:03,583 --> 00:03:05,375
Yeah, all right, fine.

60
00:03:05,375 --> 00:03:07,250
Just don't let the cops
blame this one on me, okay.

61
00:03:07,250 --> 00:03:09,333
The red eyes.
The red eyes.

62
00:03:09,333 --> 00:03:10,333
Sure, pal.

63
00:03:10,333 --> 00:03:11,583
Whatever you say.

64
00:03:11,583 --> 00:03:13,000
[sirens blaring]

65
00:03:13,000 --> 00:03:15,416
New York City,
never a dull moment.

66
00:03:15,416 --> 00:03:17,833
Well, guess it all
goes with the job.

67
00:03:17,833 --> 00:03:20,000
Peter,
I have a new job for you.

68
00:03:20,000 --> 00:03:22,750
You've always gotten good
shots of Spider-Man right,

69
00:03:22,750 --> 00:03:25,375
let's see what you can
do with The Lizard.

70
00:03:25,375 --> 00:03:27,500
-The who?
-[man] The Lizard, Parker.

71
00:03:27,500 --> 00:03:29,125
If you'd ever get here on time,

72
00:03:29,125 --> 00:03:30,875
maybe you'd know
what was going on.

73
00:03:30,875 --> 00:03:33,000
There've been reports
of a giant lizard

74
00:03:33,000 --> 00:03:34,333
down in the subways.

75
00:03:34,333 --> 00:03:36,083
In this town, who'd notice?

76
00:03:36,083 --> 00:03:38,583
[Brock] I'd notice.
If this weren't serious, Parker,

77
00:03:38,583 --> 00:03:40,208
I wouldn't have
gotten the assignment.

78
00:03:40,208 --> 00:03:41,583
I don't know about that, Brock,

79
00:03:41,583 --> 00:03:43,000
you're just the
reporter I'd send on

80
00:03:43,000 --> 00:03:44,583
a wild goose chase.

81
00:03:44,583 --> 00:03:46,458
It's not a wild goose
chase, smart mouth.

82
00:03:46,458 --> 00:03:48,750
Look, subway repairman missing.

83
00:03:48,750 --> 00:03:51,000
His friend says
The Lizard got him.

84
00:03:51,000 --> 00:03:53,208
Boss, I got those
names of the scientist

85
00:03:53,208 --> 00:03:54,875
who worked with reptiles.

86
00:03:54,875 --> 00:03:57,458
Good, then you can interview
them for background.

87
00:03:57,458 --> 00:04:00,583
Right, closest one's at
Empire State, name's Connors.

88
00:04:00,583 --> 00:04:02,000
Dr. Curt Connors?

89
00:04:02,000 --> 00:04:03,416
[Mr. Robertson] You know him,
Peter?

90
00:04:03,416 --> 00:04:05,291
He's one of my
teachers, Mr. Robertson.

91
00:04:05,291 --> 00:04:08,458
He's an expert in recombinant
DNA and reptile mutagenics.

92
00:04:08,458 --> 00:04:09,833
He's also a genius.

93
00:04:09,833 --> 00:04:11,583
Yeah, yeah, whatever.

94
00:04:11,583 --> 00:04:13,875
You'll be the contact with
Connors from now on, kid.

95
00:04:13,875 --> 00:04:16,125
-But, boss...
-The kid already knows him,

96
00:04:16,125 --> 00:04:20,708
and, besides, do you have any
idea what muto-what its are?

97
00:04:20,708 --> 00:04:23,250
Mr. Jameson, I still think
this whole lizard thing

98
00:04:23,250 --> 00:04:24,625
is just a big hoax.

99
00:04:24,625 --> 00:04:27,125
Parker, the first one
to get a photo

100
00:04:27,125 --> 00:04:29,500
of The Lizard for
my nightly news,

101
00:04:29,500 --> 00:04:31,958
gets a thousand dollar bonus.

102
00:04:31,958 --> 00:04:34,291
Ah, color or black
and white?

103
00:04:34,291 --> 00:04:36,458
[thunder rumbles]

104
00:04:39,416 --> 00:04:41,708
[man] A thousand dollars,
I could put it down

105
00:04:41,708 --> 00:04:43,833
on a new motorcycle,
maybe a car.

106
00:04:43,833 --> 00:04:45,208
Wait till I tell Aunt May.

107
00:04:46,375 --> 00:04:48,125
Hey, pretty lady,
why the frown?

108
00:04:48,125 --> 00:04:50,416
Nothing, Peter, nothing at all.

109
00:04:50,416 --> 00:04:53,416
I Just can't decide what to
make for dinner, that's all.

110
00:04:55,875 --> 00:04:57,833
[Peter] Why does she always
keep things from me?

111
00:04:58,708 --> 00:05:00,375
Look at these bills.

112
00:05:01,000 --> 00:05:03,500
And here I am, thinking of
things to buy for myself.

113
00:05:03,500 --> 00:05:06,000
She's been like a
mother to me for years.

114
00:05:06,000 --> 00:05:07,125
It's time I paid her back.

115
00:05:07,125 --> 00:05:08,333
And if I can't...

116
00:05:08,333 --> 00:05:10,250
A thousand dollar bonus.

117
00:05:10,250 --> 00:05:11,583
Spider-Man will.

118
00:05:12,500 --> 00:05:13,958
[thunder rumbles]

119
00:05:15,708 --> 00:05:19,000
Just once I want an assignment
some place sunny suburb.

120
00:05:19,875 --> 00:05:22,583
Anyway, this lizard thing is
probably just an urban myth.

121
00:05:26,583 --> 00:05:29,458
Wait a minute, looks
like I was myth-taken.

122
00:05:30,708 --> 00:05:32,500
[thunder rumbles]

123
00:05:35,000 --> 00:05:36,166
[Debra] Peter.

124
00:05:36,166 --> 00:05:38,958
Oh no, not Debra Whitman,

125
00:05:38,958 --> 00:05:41,583
the little sister I
never had or wanted.

126
00:05:41,583 --> 00:05:43,708
Since when do you
have night class?

127
00:05:43,708 --> 00:05:46,083
In fact, I've always
thought of you

128
00:05:46,083 --> 00:05:48,958
-as having no class at all.
-Nyuk, nyuk.

129
00:05:48,958 --> 00:05:51,875
It just so happens I've got
something to show Doc Connors.

130
00:05:51,875 --> 00:05:53,708
Oh, really, what?

131
00:05:53,708 --> 00:05:55,083
None of your... hey.

132
00:05:55,083 --> 00:05:58,291
Hmm, that's interesting.

133
00:05:58,291 --> 00:06:02,166
Obviously reptilian
of the Squamata order.

134
00:06:02,166 --> 00:06:05,750
But look at the imprint
left by the heel.

135
00:06:05,750 --> 00:06:07,458
It's an imprint.
So?

136
00:06:07,458 --> 00:06:10,166
Yeah, but look how deep it is.

137
00:06:10,166 --> 00:06:11,583
A lot of weight on it.

138
00:06:11,583 --> 00:06:13,750
Well, maybe it's a
very fat Squamata.

139
00:06:13,750 --> 00:06:16,875
Or maybe, Peter,
it walks on two legs.

140
00:06:16,875 --> 00:06:17,875
I knew that.

141
00:06:17,875 --> 00:06:19,208
You did...

142
00:06:19,208 --> 00:06:21,375
Shh, something's wrong.

143
00:06:23,291 --> 00:06:26,416
You're darn right,
you were suffocating me.

144
00:06:26,416 --> 00:06:28,583
[glass rattles]

145
00:06:29,708 --> 00:06:31,083
[electric buzzing]

146
00:06:31,083 --> 00:06:32,708
Nice time for a brown out, eh?

147
00:06:32,708 --> 00:06:36,416
Hmm, no kidding, the storm
must be causing it.

148
00:06:43,000 --> 00:06:44,416
-[bang]
-Who's there?

149
00:06:44,416 --> 00:06:45,708
Who is it?

150
00:06:45,708 --> 00:06:46,833
No, stay away.

151
00:06:46,833 --> 00:06:48,125
[Debra] Dr. Connors?

152
00:06:48,125 --> 00:06:50,458
-What's wrong?
-No, Debra, wait!

153
00:06:50,458 --> 00:06:52,000
It sounds like he needs help.

154
00:06:53,416 --> 00:06:54,583
[screams]

155
00:06:56,875 --> 00:06:58,375
[growling]

156
00:06:58,375 --> 00:06:59,708
Peter!

157
00:07:04,250 --> 00:07:06,416
Debra, are you all right?

158
00:07:06,416 --> 00:07:08,250
I got the wind
knocked out of me.

159
00:07:08,250 --> 00:07:09,625
[growling]

160
00:07:09,625 --> 00:07:11,208
What's that thing
done to Doc Connors?

161
00:07:11,208 --> 00:07:12,750
Stop! Come back!

162
00:07:14,125 --> 00:07:17,375
[thunder rumbles]

163
00:07:17,375 --> 00:07:19,875
Peter, don't leave
me here alone!

164
00:07:19,875 --> 00:07:21,000
It's all right.

165
00:07:21,958 --> 00:07:23,458
Everything's okay now.

166
00:07:23,458 --> 00:07:26,875
[sighs] You were downright
brave back there.

167
00:07:26,875 --> 00:07:29,166
It was quiet a surprise.

168
00:07:29,166 --> 00:07:33,125
Why, Ms. Whitman, is that
a compliment, from you?

169
00:07:33,125 --> 00:07:35,583
Don't push your luck, Peter.

170
00:07:35,583 --> 00:07:37,833
What was that thing?

171
00:07:37,833 --> 00:07:40,375
And why would it
kidnap Dr. Connors?

172
00:07:50,416 --> 00:07:52,375
[Peter] Dr. Connors,
I'm ready to proceed.

173
00:07:57,875 --> 00:08:00,500
Temperature Alpha,
respiration alpha,

174
00:08:01,833 --> 00:08:04,250
life signs all register
normal, Dr. Connors.

175
00:08:06,583 --> 00:08:09,833
If I'm right, Mickey here
is better than normal.

176
00:08:11,708 --> 00:08:15,000
Look, look, there it is.

177
00:08:15,000 --> 00:08:19,083
A reptiles ability to grow
a new limb in a mammal.

178
00:08:19,083 --> 00:08:21,250
Because of a couple
of micrograms

179
00:08:21,250 --> 00:08:24,708
of reptile DNA and the
Neogenic Recombinator.

180
00:08:24,708 --> 00:08:26,166
Incredible.

181
00:08:26,166 --> 00:08:28,583
No, Peter, this is
just the beginning.

182
00:08:28,583 --> 00:08:30,583
When we do the same
for human beings,

183
00:08:30,583 --> 00:08:33,458
when we can replace
limbs lost in accidents

184
00:08:33,458 --> 00:08:36,458
or during a war,
that will be incredible.

185
00:08:38,250 --> 00:08:40,750
Why would anybody want to
kidnap Doc Connors?

186
00:08:47,083 --> 00:08:50,083
[somber music]

187
00:08:50,583 --> 00:08:53,208
[growling]

188
00:09:02,708 --> 00:09:05,166
Mommy, is Daddy coming home?

189
00:09:05,166 --> 00:09:06,375
I don't know, Billy. I...

190
00:09:06,375 --> 00:09:07,833
[screams]

191
00:09:07,833 --> 00:09:09,583
Stay away, leave us alone.

192
00:09:09,583 --> 00:09:11,500
Easy, Mrs. Connors.

193
00:09:11,500 --> 00:09:12,875
I'm looking for the Professor.

194
00:09:12,875 --> 00:09:15,250
No, I won't let you
hurt my husband.

195
00:09:15,250 --> 00:09:17,000
-Hurt him, I...
-No!

196
00:09:18,333 --> 00:09:19,500
[groans]

197
00:09:20,291 --> 00:09:22,583
No, no, please.

198
00:09:22,583 --> 00:09:25,125
-[growling]
-[groans]

199
00:09:33,875 --> 00:09:36,250
[growling]

200
00:09:38,208 --> 00:09:39,708
You're for real.

201
00:09:39,708 --> 00:09:41,208
Just hold that pose, Smiley.

202
00:09:43,000 --> 00:09:45,458
[growling]

203
00:09:45,458 --> 00:09:48,166
Great, there goes my
thousand dollar photo.

204
00:09:48,166 --> 00:09:50,875
Well, when am I gonna get the
hang of being a superhero

205
00:09:50,875 --> 00:09:52,875
and a photographer
at the same time.

206
00:09:53,708 --> 00:09:55,208
[growling]

207
00:09:55,208 --> 00:09:57,875
Good reflexes,
for a future handbag.

208
00:09:57,875 --> 00:10:01,000
[growling]

209
00:10:01,000 --> 00:10:02,875
Now that you've crawled
out of your sewer,

210
00:10:02,875 --> 00:10:04,750
maybe you'd better
stick around.

211
00:10:07,458 --> 00:10:09,875
Cause I wanna know what
you did with Doc Connors.

212
00:10:09,875 --> 00:10:11,750
[growling]

213
00:10:13,500 --> 00:10:15,125
[gasp]

214
00:10:15,125 --> 00:10:16,750
Now you're
really making me mad.

215
00:10:20,583 --> 00:10:22,000
[groans]

216
00:10:23,625 --> 00:10:26,000
-[crashing]
-[grunts]

217
00:10:28,708 --> 00:10:30,083
[growling]

218
00:10:30,083 --> 00:10:32,000
[boy] Help, Daddy, stop.

219
00:10:32,000 --> 00:10:34,375
Billy.

220
00:10:34,375 --> 00:10:36,708
[thunder rumbling]

221
00:10:38,333 --> 00:10:39,500
[groans]

222
00:10:39,500 --> 00:10:43,000
"Daddy"?
Did I hear right?

223
00:10:43,000 --> 00:10:45,083
Did he say "Daddy"?

224
00:10:45,083 --> 00:10:48,083
Yes, yes, that was Curt.

225
00:10:48,083 --> 00:10:50,333
It all started with a device.

226
00:10:50,333 --> 00:10:52,458
[thunder rumbles]

227
00:10:52,458 --> 00:10:55,083
[woman] Curt called it the
Neogenic Recombinator.

228
00:10:55,083 --> 00:10:56,708
He used it on himself,

229
00:10:56,708 --> 00:10:59,708
as an experiment to
make his arm grow again.

230
00:11:02,708 --> 00:11:06,375
But it turned him into
that, that creature.

231
00:11:07,458 --> 00:11:09,958
Why haven't you told
anybody, the police?

232
00:11:09,958 --> 00:11:12,583
No, they'll think
he's a freak.

233
00:11:12,583 --> 00:11:16,208
They'll hunt him down
and hurt him, or worse.

234
00:11:16,208 --> 00:11:18,625
[sighs] I know how that goes.

235
00:11:18,625 --> 00:11:20,375
But not if I can
reach him first.

236
00:11:20,375 --> 00:11:21,583
I'm so scared.

237
00:11:21,583 --> 00:11:23,375
We'll keep this quiet.

238
00:11:23,375 --> 00:11:25,125
-As long as we can.
-[rustling]

239
00:11:25,125 --> 00:11:26,708
-[footsteps receding]
-Oh-oh.
We're not alone.

240
00:11:26,708 --> 00:11:29,833
When I break this story,
it'll be Pulitzer time.

241
00:11:29,833 --> 00:11:30,958
[yells]

242
00:11:32,166 --> 00:11:33,750
Hang loose, Brock.

243
00:11:33,750 --> 00:11:35,416
That webbing will melt
in a couple of hours.

244
00:11:35,416 --> 00:11:37,208
You can't do this.

245
00:11:37,208 --> 00:11:39,583
I already have, I won't
let you ruin Connors' life.

246
00:11:39,583 --> 00:11:42,375
[distinct yelling]

247
00:11:43,708 --> 00:11:46,000
[woman screams]

248
00:11:46,000 --> 00:11:47,708
[Billy] Mommy. Mommy!

249
00:11:47,708 --> 00:11:49,708
Billy, where's your mom?

250
00:11:49,708 --> 00:11:53,708
Daddy came back and took
her away, down there.

251
00:11:53,708 --> 00:11:54,750
The sewers.

252
00:11:56,166 --> 00:11:58,416
Listen, I'm gonna carry
you to a neighbor's house,

253
00:11:58,416 --> 00:12:00,083
where you'll be safe.

254
00:12:00,083 --> 00:12:02,083
Then I'll go get your mom
and your dad too, okay.

255
00:12:02,083 --> 00:12:04,708
Okay, don't let
anything happen to them.

256
00:12:09,708 --> 00:12:13,750
[woman strains] Let me go!
Let me go!

257
00:12:16,000 --> 00:12:18,708
Ugh, what a slimy mess.

258
00:12:18,708 --> 00:12:22,083
Why can't I be one of those
galaxy hopping superheroes?

259
00:12:22,083 --> 00:12:23,625
Why do I end up in the sewers?

260
00:12:23,625 --> 00:12:27,416
Yuck, ugh.

261
00:12:27,416 --> 00:12:29,000
[gasping and spitting]

262
00:12:31,708 --> 00:12:34,125
You don't find
The Fantastic Four in a sewer,

263
00:12:34,125 --> 00:12:35,625
or the Avengers.

264
00:12:35,625 --> 00:12:38,250
Never have I seen the Avengers
in a sewer.

265
00:12:38,250 --> 00:12:41,458
Or The Defenders.
Well, maybe The Hulk.

266
00:12:44,375 --> 00:12:47,583
Quit grinding, Parker, you know
what's really bothering you.

267
00:12:47,583 --> 00:12:49,083
You're scared.

268
00:12:49,083 --> 00:12:50,166
This lizard creature's
powerful enough

269
00:12:50,166 --> 00:12:51,750
to tear you limb from limb.

270
00:12:51,750 --> 00:12:53,291
But you can't even hurt him.

271
00:12:53,291 --> 00:12:55,458
Because trapped
inside is your friend.

272
00:12:55,458 --> 00:12:57,000
But I have to fight him,

273
00:12:57,000 --> 00:12:59,208
it's the only way to
stop him, to save him.

274
00:12:59,208 --> 00:13:01,458
Well, isn't this
the story of my life.

275
00:13:02,291 --> 00:13:04,000
[Mrs. Connor] Put me down.

276
00:13:04,000 --> 00:13:07,416
Stop, no, don't.

277
00:13:09,166 --> 00:13:10,750
Got to reach her fast.

278
00:13:10,750 --> 00:13:12,583
Whoa, not this fast.

279
00:13:12,583 --> 00:13:14,291
Uh oh. [indistinct]

280
00:13:16,958 --> 00:13:18,083
Time to put on the brakes.

281
00:13:23,416 --> 00:13:25,208
[grunts and groans]

282
00:13:26,583 --> 00:13:28,708
My webbing's losing
its consistency,

283
00:13:28,708 --> 00:13:30,833
I better change
cartridges soon.

284
00:13:30,833 --> 00:13:32,500
Worst part of all this is,

285
00:13:32,500 --> 00:13:35,583
I was the one who helped the
Doc with his experiments.

286
00:13:35,583 --> 00:13:37,958
If it wasn't for me... huh?

287
00:13:37,958 --> 00:13:39,458
Save me.

288
00:13:39,458 --> 00:13:40,583
Save me.

289
00:13:44,250 --> 00:13:45,708
The missing subway worker.

290
00:13:45,708 --> 00:13:48,625
Was building some
electrical thing,

291
00:13:48,625 --> 00:13:51,416
couldn't do it himself,
needed my help.

292
00:13:51,416 --> 00:13:52,833
But I got weak.

293
00:13:52,833 --> 00:13:55,458
No food, no sleep.

294
00:13:56,083 --> 00:13:57,708
-[sighs]
-[woman yelling]

295
00:13:59,083 --> 00:14:01,583
You'll come back for me, right?

296
00:14:01,583 --> 00:14:03,875
Hey, I'm a hero, remember?

297
00:14:12,416 --> 00:14:16,291
Why did you bring
me here, Curt, why?

298
00:14:16,291 --> 00:14:17,875
So we could be together.

299
00:14:17,875 --> 00:14:19,750
You're still my husband.

300
00:14:19,750 --> 00:14:21,333
I love you.

301
00:14:21,333 --> 00:14:24,416
I want to be with you,
but not like this.

302
00:14:24,416 --> 00:14:27,500
I love you too.

303
00:14:27,958 --> 00:14:30,416
I need you, and I
needed your help.

304
00:14:30,416 --> 00:14:31,583
With this.

305
00:14:32,833 --> 00:14:35,000
I need your hands to
operate it for me.

306
00:14:36,125 --> 00:14:40,958
Mine can't grasp like other
humans with scales.

307
00:14:40,958 --> 00:14:42,958
Wh--What are you going
to do with that?

308
00:14:42,958 --> 00:14:47,000
Don't be afraid, Margaret,
it'll transform you.

309
00:14:47,000 --> 00:14:50,000
You'll be able to heal
any wound,

310
00:14:50,000 --> 00:14:52,125
replace any limb.

311
00:14:52,125 --> 00:14:55,083
First you, then everyone.

312
00:14:55,083 --> 00:14:57,583
Once I connect the
Neogenic Recombinator

313
00:14:57,583 --> 00:14:59,583
to these electrical conduits,

314
00:14:59,583 --> 00:15:02,375
I can reach every
home in the city.

315
00:15:02,375 --> 00:15:04,833
Every man, woman, and child.

316
00:15:04,833 --> 00:15:07,000
I can transform all of them.

317
00:15:07,000 --> 00:15:10,166
No more suffering,
no more pain.

318
00:15:10,166 --> 00:15:13,416
But, Curt, after you
transform everyone,

319
00:15:13,416 --> 00:15:14,958
we'll all be like you.

320
00:15:14,958 --> 00:15:18,458
-Of course.
-I'm the first of a new race.

321
00:15:18,458 --> 00:15:20,083
A better race.

322
00:15:20,083 --> 00:15:21,583
If you're so much better,

323
00:15:21,583 --> 00:15:23,500
why do you need
my hands to help you?

324
00:15:23,500 --> 00:15:26,583
You're not better,
look what you've become.

325
00:15:26,583 --> 00:15:30,125
No, you're twisting things.

326
00:15:30,125 --> 00:15:32,750
I can make people well again.

327
00:15:32,750 --> 00:15:35,375
And I won't stop for anything.

328
00:15:35,375 --> 00:15:37,583
Not even for Billy?

329
00:15:37,583 --> 00:15:40,291
You want him to
be like you too?

330
00:15:40,291 --> 00:15:43,291
My son, I have a son.

331
00:15:45,416 --> 00:15:47,875
Sorry, Doc,
I'm doing this for Billy

332
00:15:47,875 --> 00:15:49,125
as much as for you.

333
00:15:49,125 --> 00:15:51,458
[growls]

334
00:15:51,875 --> 00:15:53,458
[grunts]

335
00:15:54,583 --> 00:15:56,875
[growls]

336
00:16:04,875 --> 00:16:06,625
His mind's all reptile now.

337
00:16:07,458 --> 00:16:08,583
[growls]

338
00:16:14,000 --> 00:16:16,375
Mrs. Connor,
get away while you can.

339
00:16:16,375 --> 00:16:17,875
He's dangerous.

340
00:16:17,875 --> 00:16:19,708
No, don't touch that thing.

341
00:16:23,500 --> 00:16:25,583
Mrs. Connors, run!

342
00:16:26,708 --> 00:16:27,708
[screams]

343
00:16:31,125 --> 00:16:33,000
Oh, no.

344
00:16:35,708 --> 00:16:39,416
Margaret, I'm sorry.

345
00:16:41,125 --> 00:16:43,458
One chance at this,
or I'm lizard food.

346
00:16:44,500 --> 00:16:46,583
Oh-oh, chow time.

347
00:16:52,875 --> 00:16:53,958
Curt.

348
00:16:54,875 --> 00:16:57,625
[Spider-Man]
Strange, so strange.

349
00:16:57,625 --> 00:17:01,000
A week ago this creature
was a scientist,

350
00:17:01,000 --> 00:17:03,500
my teacher, my friend.

351
00:17:03,500 --> 00:17:06,708
He cared for me and wanted
to help me, just as I do.

352
00:17:07,500 --> 00:17:09,083
And now look at
the both of us,

353
00:17:09,083 --> 00:17:10,500
fighting each other.

354
00:17:10,500 --> 00:17:12,333
Fighting for our lives.

355
00:17:13,708 --> 00:17:16,333
Curt, Spider-Man.

356
00:17:20,500 --> 00:17:23,708
[electric surging]

357
00:17:41,958 --> 00:17:44,166
[gasp]

358
00:17:46,500 --> 00:17:47,583
Curt.

359
00:17:48,083 --> 00:17:49,250
Is he...

360
00:17:49,250 --> 00:17:50,458
He'll be okay.

361
00:17:52,583 --> 00:17:54,875
Oh, thank heavens.

362
00:17:54,875 --> 00:17:56,708
I'll help you carry
him out of here in a second.

363
00:17:56,708 --> 00:17:59,583
But first, I have
to get something.

364
00:17:59,583 --> 00:18:03,458
A thousand dollar
photo, not too shabby.

365
00:18:03,458 --> 00:18:05,208
And what's Eddy Brock
going to end up with,

366
00:18:05,208 --> 00:18:08,458
an exclusive story nobody's
ever going to believe.

367
00:18:08,458 --> 00:18:10,750
I tell you, JJ,
The Lizard is Curt Connors.

368
00:18:10,750 --> 00:18:12,583
I woulda had you
out here earlier

369
00:18:12,583 --> 00:18:14,375
but Spider-Man webbed me.

370
00:18:14,375 --> 00:18:17,333
Dr. Connors is a
respected scientist, Brock.

371
00:18:17,333 --> 00:18:19,875
-[car door closes]
-And Peter Parker already
brought me photos

372
00:18:19,875 --> 00:18:21,625
of The Lizard
earlier this morning.

373
00:18:21,625 --> 00:18:23,833
But I'll show you
The Lizard himself.

374
00:18:23,833 --> 00:18:25,708
You better be right
about this.

375
00:18:25,708 --> 00:18:29,625
Boss, if I'm wrong, I'll eat
today's issue of The Bugle.

376
00:18:29,625 --> 00:18:32,500
J. Jonah Jameson, what
brings you here this morning?

377
00:18:32,500 --> 00:18:34,375
[gasp]

378
00:18:34,375 --> 00:18:36,458
You want it cooked or raw?

379
00:18:40,083 --> 00:18:42,750
Peter,
where did you get this?

380
00:18:42,750 --> 00:18:45,000
I sold an exclusive
photo to the Daily Bugle.

381
00:18:46,708 --> 00:18:48,708
- Oh, dear.
- What's wrong?

382
00:18:48,708 --> 00:18:51,750
Exactly how did you happen
to get this picture?

383
00:18:51,750 --> 00:18:53,375
Well, I um...

384
00:18:53,375 --> 00:18:55,708
- No hemming and hawing.
- Aunt May, I...

385
00:18:55,708 --> 00:18:58,875
You followed Spider-Man
into the sewer, didn't you?

386
00:18:58,875 --> 00:19:02,708
Uh, yeah, right.

387
00:19:02,708 --> 00:19:05,708
It's cold and damp down there.

388
00:19:05,708 --> 00:19:09,583
You probably got germs
incubating even as we speak.

389
00:19:09,583 --> 00:19:12,833
You need some hot soup
and a good long rest.

390
00:19:12,833 --> 00:19:17,000
A nice boy like you taking
pictures in a sewer.

391
00:19:17,000 --> 00:19:19,500
And what if that horrible
Spider-Man had caught you?

392
00:19:19,500 --> 00:19:21,875
[Peter] Aunt May, she'd
never understand.

393
00:19:21,875 --> 00:19:24,250
Spider-Man's already
caught me in his web.

394
00:19:24,250 --> 00:19:25,875
And for better or worse,

395
00:19:25,875 --> 00:19:29,000
he and I are stuck
together, forever.

396
00:19:36,583 --> 00:19:38,583
♪ Spider-Man ♪

397
00:19:38,583 --> 00:19:40,833
♪ Spider-Man ♪

398
00:19:40,833 --> 00:19:44,583
♪ Radioactive Spider-Man ♪

399
00:19:53,125 --> 00:19:54,958
♪ Spider blood, spider blood ♪

400
00:19:54,958 --> 00:19:57,125
♪ Radioactive spider blood ♪

401
00:19:57,125 --> 00:19:59,250
♪ Spider blood, spider blood ♪

402
00:19:59,250 --> 00:20:00,583
♪ Spider-Man ♪