[upbeat rock music]
♪ 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 blood ♪
♪ Spider-Man, Spider-Man ♪
Ah, nice to just get away up here sometimes.
Clears out the cobwebs.
Oh. Spidey sense is going crazy!
A guy can't even sling a few webs in peace any more!
Flying toys, now why would they alert my Spider sense?
Oh! Well, ask a bone-head question.
[male voice] Amazing! His speed, his agility.
They're a regular mini air force!
[explosion blasts]
Flying smart bombs!
Hold that pose.
All right, don't hold that pose.
If you're gonna be temperamental,
I'll fix it so you never work in this town again.
Gotta lose them or they'll blow me to bits!
[explosion]
They split up, trying to box me in.
Maybe I can use that against them.
I have to time this just right.
Here comes the other one.
Last one and I'm home free.
And who is on my tail this time?
You blew it, you failed, Smythe!
My father is the world's foremost expert
in the field of robotics, Mr. Osborn.
He is not a failure.
Relax, Alistair, no need to defend me.
No need?
You let that web-slinging weasel make fools of us.
Not for long, this was a only a trial run.
The spider seekers have proven that
my targeting computers can find Spider-Man.
They're my targeting computers!
I put up the money, you only invented them.
Good only if they can catch him.
That's not their job.
Then whose job is it?
That's whose job it is.
Gentlemen, I give you my Spider Slayer, The Black Widow.
[woman] Then there's the theater room
the parking attendants, the musicians,
the cleaning crew, it's all been taken care of,
right, Mr. Jameson?
Of course, this isn't the first
charity ball I've hosted, Miss Hardy.
Yes, but this is the first one
with the Hardy name attached to it.
Now, what about the photographer?
Mother says we absolutely must have one.
Yeah, well, tell mother that if I spend
any more money on this thing, I'm going to need charity.
Jonah, remember that Felicia's mother
is an important philanthropist and advertiser.
Besides, we know of a photographer.
You don't mean?
[Peter] Just great, this is all I need in my life,
flying robots.
Wonder who's controlling--
Peter, Mr. Jameson wants to see you.
Be right there.
I assure you Miss Hardy, this charity ball
is just as important to me as it is to you.
That's why I'm sending my very best photographer.
Hmm, who might that be?
[Peter] Felicia Hardy!
Peter Parker?
You know him?
We go to college together.
Parker, you're just as unpredictable as ever.
Mr. Jameson says you're his best photographer.
He does?
My very best.
You point, you shoot, no big deal.
Well this charity thing is a big deal, Parker.
Miss Hardy's mother is sponsoring it,
and I'm hosting it, think you can take pictures of
something other than Spider-Man for a change?
Call me Mr. Versatile.
I'm sure you won't disappoint me.
No way.
See you there then.
Robbie, see if you can find Eddie Brock.
He's supposed to have some big scoop for me, and I--
Parker, your mouth's open.
[sizzles]
[man] Not too close, Osborn.
That acid's the only thing
that can penetrate the Black Widow's armor.
We're almost ready.
Yeah, almost, Eddie Brock's biggest scoop. [chuckles]
The capture of Spider-Man!
You will not regret bringing me in on this, Mr. Smythe.
Your insurance, Brock, is immediate here.
Everything will be done on the up and up.
Wouldn't want things getting out of hand, would we?
I don't intend to play judge and jury, Spencer.
I just want Spider-Man captured. He's a criminal!
Yeah, and he's big news, too.
I gotta go line up my crew, see you.
I have to leave also, but I want to reassure you,
everything will be done strictly by the book.
You have to trust me.
I get a bad feeling whenever somebody says
I have to trust him.
That's not entirely inappropriate, Alistair.
But there is another consideration.
It'll be just your size when it's finished.
Is that why you're working for Osborn?
To serve up Spider-Man on a platter, in exchange for this?
Alistair, that explosion back at the old lab was my fault.
I'd do anything to help you.
Even working with Osborn?
Even that, Osborn's not that bad.
Black Widow's ready.
[Kingpin] Does anyone suspect that I'm involved?
No, not at all.
[Kingpin]Good, that is as it should be.
Crime, my livelihood, my life,
all of it jeopardized
by the sudden appearance of Spider-Man.
How can I run a world-wide criminal empire
if I can't even control my home base, New York?
The Black Widow can neutralize all of Spider-man's powers.
That loose cannon must be removed.
You don't have a thing to worry about.
But you do, Osborn.
If it fails, I get your company, remember?
Interesting way to pay back a loan, isn't it?
The debt will be paid in full as of tomorrow.
Something that occurs to me.
Either Spider-Man is destroyed, or you get Oscorp.
Whatever happens, you win.
That's why I'm the Kingpin [chuckles].
-Ready? -I'm not sure.
The seekers found Spider-Man once, Alistair.
They can do it again.
If we find him, we've got to destroy him.
Because with Spider-Man, you don't get a second chance.
[man] Doesn't your dad usually come to these things, Osborn?
I borrowed his ticket.
There's some big deal at his factory tonight.
He wouldn't tell me what, never does.
Do we have to talk about work?
It's so boring.
Flash, everything's working out so well tonight.
Jameson was--
Felicia?
Peter Parker!
Wonder who his hot date is.
Isn't it incredible?
Just like I told you.
It's nice, Peter.
But I'd be just as happy watching my cable TV.
Aunt May, you need to get out once in a while.
That's his date?
I think it's sweet.
I wonder who she is.
You should have brought Mary Jane, Anna Watson's niece.
A blind date?
-Come on, Aunt May, I-- -Parker!
You look incredible.
Um... Aunt May, this is Felicia Hardy.
Very nice to meet you.
Mind if I borrow your nephew for a dance?
Well, I--
Felicia, I should be taking pictures.
And I should be dancing with Flash Thompson.
Could've had some boring blind date instead of this?
Yeah, right.
I had a feeling this might happen, come on.
[man] Parker's not gonna dance Felicia away from me.
[chuckles] You look just like your big hero.
I'd better, I paid enough to rent this thing for the frat party.
Well, what do you think Peter will do
when he sees you in it?
Don't know what he'll do.
Just don't be standing too close to him when he does it.
[Spencer] Got him, he's at 39th and 2nd.
Hey, that's Jonah Jameson's place.
Ho ho, the boss's gonna have a front row seat.
Good for him.
Now let's get this over with.
[loud engine swoosh]
[claps]
You're a good dancer, I'm surprised.
Well, a lot of things about me would surprise you.
I love surprises.
See what you think of this one.
[Peter] Something's wrong, why now?
Peter?
Why, what does he want?
Felicia, it's just some imposter.
But how would you know that?
Uh, yeah, yeah, maybe it really is him.
Spider-Man is here, in my home?
Parker, it's time we had a talk.
About what, Spider-Man?
About those pictures you're always taking of me.
I don't like'em.
Well, I'm sorry.
That's a little better, but it's still not good enough.
Well, what would you like me to say?
-[screaming] -Okay, aah!
What is making my Spider sense go off?
[people scream]
Aunt May!
Peter!
Stay in here, Aunt May.
-But Peter, I-- -I'll be okay, I hope.
You, you're ruining everything [screams].
Leave her alone!
You wanna dance with somebody? Dance with me.
The fight of the century and no photographer!
Parker, where are you?
Hey, Toro, Toro!
When you crash a party, you really crash it!
Oh, oh.
-[loud rumbles] -[Spider-Man screams]
Where did he go?
There, Spencer, go back, get him!
Get him!
[ominous music]
[groans]
A million bucks, that's what this is gonna cost me.
[TV Announcer] Spider-Man appears to be dazed!
Huh, what was that?
[Eddie] With Spider-Man unconscious,
we have a rare opportunity.
And here it is, the moment all America has been waiting for,
the unmasking of Spider-Man.
So that's what this was about, Brock's big scoop!
Looks like it was worth all the damage.
And now, live, and exclusively--
Cut to the chase, Brock!
[groans]
[Aunt May] Flash Thompson!
You know him?
He goes to school with my nephew, Peter Parker.
Wait a minute, are you telling me
Spider-Man's just some goofy kid?
That's unbelievable.
How can anything be unbelievable
to a guy who publishes a tabloid?
[gasps] Spider-Man!
And there you have it, America.
Minutes from now, the police, huh?
Ladies and gentlemen this is amazing,
some men just broke into the lab here at Oscorp.
Ah... Sir, excuse me, but, what do you want?
Him.
I thought we were going to hand
Spider-Man over to the police.
What's going on, Osborn?
I had nothing to do with this, nothing.
I trusted you.
Hey, hey, I got first amendment rights.
We just amended them.
How about that, I'm in two places at once!
This one's the real deal, lady.
After all this time, I can practically smell him,
which means Eddie Brock just made
my whole company look like jerks.
Not hard to do.
Why you web-slinging clown, how--
Excuse me, that poor Thompson boy is in big trouble.
Shouldn't somebody try to save him?
[Peter] Yeah, somebody's gotta save the guy
who hates Peter Parker, guess who?
Talk about dramatic irony.
[loud crash]
[Spider-Man] Knock, knock.
Spider-Man!
Can't be, he's back in there!
All smoke and mirrors, read my book!
[screams and grunts]
What's going on out there?
Don't know, better finish him off and get out of here.
Otherwise the Kingpin will finish us off.
The Kingpin?
Spencer, I swear--
[Flash] No, you don't understand, please!
Nothing, you web--
-He said, please. -[all gasp]
Two of them!
Congratulations, you can count.
And they say the school system's failed.
[grunts]
Show me how to start up the Black Widow.
Spencer, there's no choice.
That button.
[engine starting]
So that's her name, huh? Black Widow!
I already know you're stronger than me,
but maybe this'll give me an edge.
Hey guys, chill, the Widow and I
are trying to share some quality time.
Thanks, I appreciate your cooperation.
Where are you going?
To even the odds.
This thing is indestructible.
Foul ball coming.
Do the Mets need me, or what?
Hey, remember our deal?
No Spider splat, no hover chair.
All right, but take Alistair out of here.
No, you can't stay!
I'll be fine, I'll be fine.
Uh-oh, the Widow's much more active than I ever imagined.
Think fast, Spidey!
[groans]
Not fast enough. Webbing's gone!
I have to change cartridges, I can't do it now.
[Flash] Spider-Man, keep that thing away from me!
I'll do what I can.
Maybe if I get up higher.
Some kind of oil, canceling out my Spider stickiness!
[screams and grunts]
What on earth?
Should have thought of this sooner.
Only one place.
Now if only I can hang on. Yippee kay-ay!
Must have jumped off!
[Flash] Hey, no, I'm not him.
Oh that's it, Flash, a true profile in courage.
Well, maybe I'll help you out anyway.
[Flash] I don't stick to walls, see?
I can't swing on webs either!
I get air sick!
Well, let's see how these web cartridges
gum up your propulsion system.
[Flash] Spider-Man, hurry!
It's getting closer, please, help me!
Keep your mask on, Thompson,
I'm controlling the Black Widow now.
What?
Take a dive, Widow.
Didn't look too good back there, did I?
I always hoped that when the chips were down,
I'd be like you.
If anyone finds out, Felicia, Parker,
you won't say anything, will you?
No, but now you know what kind of trouble
this costume attracts.
My father, did he get out?
[loud explosion]
The other networks are laughing at me, Brock, even Fox!
Can you imagine the humiliation?
That's all because of you!
Me... Don't blame me, blame Spider-Man.
I do, but him, I can't fire.
Boss, come on, you know me.
Yeah, I do, through, finito, out the door!
And get off my Ming vase.
No, no, no, just wait a minute, wait, you can't!
Get this bonehead out of here, will you?
But you don't understand!
You want understanding?
See a shrink.
Would you wait, I am telling you,
it's all the fault of that wall crawling freak!
I can't believe you'd try a stunt like that, you dolt!
But Felicia--
That's Miss Hardy to you, buster.
Ah, forget it.
Watch it, clown.
First the dolt, now the coward.
Coward, I was only trying to--
You abandoned me!
Spider-Man had to save me.
If you were half the man he is.
Peter, I was so worried about you.
And I was worried about you too, Aunt May.
I'm just sorry you had to see all this.
Well actually, it was kind of exciting.
Now dear, about that nice girl I want you to meet.
[ominous music]
[Kingpin] Still no sign of your father, Alistair?
You know me?
I was an associate of your father's.
Now I want to be an associate of yours.
I don't need associates.
I have an offer that might change your mind.
Suppose I provide the money
to make new Spider Slayer robots.
Why should you do that?
So you can destroy the man who's responsible
for your father's disappearance, Spider-Man.
[upbeat rock music]
♪ Spider-Man ♪
♪ Radioactive Spider-Man ♪
♪ Spider blood, spider blood ♪
♪ Radioactive spider blood ♪
♪ Spider blood, spider blood ♪
♪ Spider-Man ♪