1
00:00:01,583 --> 00:00:04,166
[upbeat rock music]

2
00:00:09,583 --> 00:00:13,500
♪ Spider-Man, Spider-Man ♪

3
00:00:13,500 --> 00:00:17,583
♪ Radioactive Spider-Man ♪

4
00:00:17,583 --> 00:00:21,708
♪ Spider-Man, Spider-Man ♪

5
00:00:21,708 --> 00:00:25,833
♪ Radioactive Spider-Man ♪

6
00:00:25,833 --> 00:00:29,750
♪ Spider-Man, Spider-Man ♪

7
00:00:29,750 --> 00:00:33,291
♪ Radioactive Spider-Man ♪

8
00:00:39,875 --> 00:00:41,958
♪ Spider blood, spider blood ♪

9
00:00:41,958 --> 00:00:44,000
♪ Radioactive spider blood ♪

10
00:00:44,000 --> 00:00:46,083
♪ Spider blood, spider blood ♪

11
00:00:46,083 --> 00:00:48,000
♪ Radioactive spider blood ♪

12
00:00:56,125 --> 00:00:58,375
♪ Spider-Man, Spider-Man ♪

13
00:01:15,708 --> 00:01:18,500
Ah, nice to just get
away up here sometimes.

14
00:01:18,500 --> 00:01:20,416
Clears out the cobwebs.

15
00:01:20,416 --> 00:01:22,583
Oh. Spidey sense
is going crazy!

16
00:01:23,875 --> 00:01:26,125
A guy can't even sling a
few webs in peace any more!

17
00:01:27,833 --> 00:01:31,750
Flying toys, now why would they
alert my Spider sense?

18
00:01:33,333 --> 00:01:35,708
Oh! Well, ask a
bone-head question.

19
00:01:38,708 --> 00:01:41,708
[male voice] Amazing!
His speed, his agility.

20
00:01:44,166 --> 00:01:45,750
They're a regular
mini air force!

21
00:01:49,166 --> 00:01:50,458
[explosion blasts]

22
00:01:52,333 --> 00:01:53,875
Flying smart bombs!

23
00:01:54,958 --> 00:01:57,083
Hold that pose.

24
00:01:57,083 --> 00:01:59,000
All right,
don't hold that pose.

25
00:01:59,000 --> 00:02:00,500
If you're gonna
be temperamental,

26
00:02:00,500 --> 00:02:02,708
I'll fix it so you never
work in this town again.

27
00:02:04,875 --> 00:02:07,166
Gotta lose them
or they'll blow me to bits!

28
00:02:09,583 --> 00:02:11,708
[explosion]

29
00:02:11,708 --> 00:02:14,458
They split up,
trying to box me in.

30
00:02:14,458 --> 00:02:16,458
Maybe I can use
that against them.

31
00:02:23,500 --> 00:02:25,708
I have to time this
just right.

32
00:02:25,708 --> 00:02:26,958
Here comes the other one.

33
00:02:35,708 --> 00:02:37,375
Last one and I'm home free.

34
00:02:39,125 --> 00:02:41,333
And who is on my tail
this time?

35
00:02:41,333 --> 00:02:44,625
You blew it, you failed,
Smythe!

36
00:02:44,625 --> 00:02:47,291
My father is the
world's foremost expert

37
00:02:47,291 --> 00:02:49,208
in the field of
robotics, Mr. Osborn.

38
00:02:49,208 --> 00:02:50,958
He is not a failure.

39
00:02:50,958 --> 00:02:53,458
Relax, Alistair,
no need to defend me.

40
00:02:53,458 --> 00:02:55,000
No need?

41
00:02:55,000 --> 00:02:57,750
You let that web-slinging
weasel make fools of us.

42
00:02:57,750 --> 00:03:00,458
Not for long, this
was a only a trial run.

43
00:03:00,458 --> 00:03:02,291
The spider seekers
have proven that

44
00:03:02,291 --> 00:03:05,166
my targeting computers
can find Spider-Man.

45
00:03:05,166 --> 00:03:07,458
They're my targeting computers!

46
00:03:07,458 --> 00:03:10,458
I put up the money,
you only invented them.

47
00:03:10,458 --> 00:03:12,208
Good only if they can
catch him.

48
00:03:12,208 --> 00:03:14,083
That's not their job.

49
00:03:14,083 --> 00:03:16,333
Then whose job is it?

50
00:03:16,333 --> 00:03:18,125
That's whose job it is.

51
00:03:18,125 --> 00:03:21,708
Gentlemen, I give you my
Spider Slayer, The Black Widow.

52
00:03:26,708 --> 00:03:28,375
[woman] Then there's
the theater room

53
00:03:28,375 --> 00:03:30,333
the parking attendants,
the musicians,

54
00:03:30,333 --> 00:03:32,708
the cleaning crew, it's
all been taken care of,

55
00:03:32,708 --> 00:03:34,000
right, Mr. Jameson?

56
00:03:34,000 --> 00:03:35,583
Of course,
this isn't the first

57
00:03:35,583 --> 00:03:38,000
charity ball I've
hosted, Miss Hardy.

58
00:03:38,000 --> 00:03:40,000
Yes, but this is the first one

59
00:03:40,000 --> 00:03:41,583
with the Hardy name
attached to it.

60
00:03:41,583 --> 00:03:43,375
Now, what about
the photographer?

61
00:03:43,375 --> 00:03:46,000
Mother says we
absolutely must have one.

62
00:03:46,000 --> 00:03:48,583
Yeah, well, tell
mother that if I spend

63
00:03:48,583 --> 00:03:51,625
any more money on this thing,
I'm going to need charity.

64
00:03:51,625 --> 00:03:54,166
Jonah, remember that
Felicia's mother

65
00:03:54,166 --> 00:03:57,083
is an important
philanthropist and advertiser.

66
00:03:57,083 --> 00:03:59,333
Besides, we know
of a photographer.

67
00:03:59,333 --> 00:04:01,208
You don't mean?

68
00:04:01,208 --> 00:04:03,875
[Peter] Just great, this
is all I need in my life,

69
00:04:03,875 --> 00:04:06,000
flying robots.

70
00:04:06,000 --> 00:04:07,375
Wonder who's controlling--

71
00:04:07,375 --> 00:04:09,125
Peter, Mr. Jameson
wants to see you.

72
00:04:09,125 --> 00:04:10,250
Be right there.

73
00:04:11,583 --> 00:04:14,000
I assure you Miss Hardy,
this charity ball

74
00:04:14,000 --> 00:04:17,208
is just as important
to me as it is to you.

75
00:04:17,208 --> 00:04:21,708
That's why I'm sending my
very best photographer.

76
00:04:21,708 --> 00:04:23,708
Hmm, who might that be?

77
00:04:23,708 --> 00:04:25,333
[Peter] Felicia Hardy!

78
00:04:25,333 --> 00:04:27,000
Peter Parker?

79
00:04:27,000 --> 00:04:28,250
You know him?

80
00:04:28,250 --> 00:04:29,875
We go to college together.

81
00:04:29,875 --> 00:04:33,583
Parker, you're just as
unpredictable as ever.

82
00:04:33,583 --> 00:04:36,875
Mr. Jameson says you're
his best photographer.

83
00:04:36,875 --> 00:04:38,208
He does?

84
00:04:38,208 --> 00:04:39,750
My very best.

85
00:04:39,750 --> 00:04:42,000
You point, you
shoot, no big deal.

86
00:04:42,000 --> 00:04:46,000
Well this charity thing
is a big deal, Parker.

87
00:04:46,000 --> 00:04:47,750
Miss Hardy's mother
is sponsoring it,

88
00:04:47,750 --> 00:04:50,208
and I'm hosting it, think
you can take pictures of

89
00:04:50,208 --> 00:04:52,583
something other than
Spider-Man for a change?

90
00:04:52,583 --> 00:04:54,333
Call me Mr. Versatile.

91
00:04:54,333 --> 00:04:56,583
I'm sure you won't
disappoint me.

92
00:04:56,583 --> 00:04:57,625
No way.

93
00:04:57,625 --> 00:04:59,458
See you there then.

94
00:04:59,458 --> 00:05:01,291
Robbie, see if you
can find Eddie Brock.

95
00:05:01,291 --> 00:05:04,875
He's supposed to have some
big scoop for me, and I--

96
00:05:04,875 --> 00:05:07,000
Parker, your mouth's open.

97
00:05:16,750 --> 00:05:18,583
[sizzles]

98
00:05:18,583 --> 00:05:19,958
[man] Not too close, Osborn.

99
00:05:19,958 --> 00:05:21,500
That acid's the only thing

100
00:05:21,500 --> 00:05:23,125
that can penetrate the
Black Widow's armor.

101
00:05:23,125 --> 00:05:25,750
We're almost ready.

102
00:05:25,750 --> 00:05:29,583
Yeah, almost,
Eddie Brock's biggest
scoop. [chuckles]

103
00:05:29,583 --> 00:05:31,833
The capture of Spider-Man!

104
00:05:31,833 --> 00:05:34,166
You will not regret bringing
me in on this, Mr. Smythe.

105
00:05:34,166 --> 00:05:37,500
Your insurance, Brock,
is immediate here.

106
00:05:37,500 --> 00:05:39,750
Everything will be done
on the up and up.

107
00:05:39,750 --> 00:05:42,000
Wouldn't want things getting
out of hand, would we?

108
00:05:42,000 --> 00:05:45,583
I don't intend to play
judge and jury, Spencer.

109
00:05:45,583 --> 00:05:48,333
I just want
Spider-Man captured.
He's a criminal!

110
00:05:48,333 --> 00:05:50,375
Yeah, and he's big news, too.

111
00:05:50,375 --> 00:05:52,750
I gotta go line up
my crew, see you.

112
00:05:52,750 --> 00:05:55,583
I have to leave also, but
I want to reassure you,

113
00:05:55,583 --> 00:05:58,291
everything will be done
strictly by the book.

114
00:05:58,291 --> 00:06:00,416
You have to trust me.

115
00:06:03,625 --> 00:06:05,708
I get a bad feeling
whenever somebody says

116
00:06:05,708 --> 00:06:07,291
I have to trust him.

117
00:06:07,291 --> 00:06:09,750
That's not entirely
inappropriate, Alistair.

118
00:06:09,750 --> 00:06:11,625
But there is another
consideration.

119
00:06:15,208 --> 00:06:17,333
It'll be just your size
when it's finished.

120
00:06:17,333 --> 00:06:19,291
Is that why you're
working for Osborn?

121
00:06:19,291 --> 00:06:23,083
To serve up Spider-Man on a
platter, in exchange for this?

122
00:06:23,083 --> 00:06:27,166
Alistair, that explosion back
at the old lab was my fault.

123
00:06:27,166 --> 00:06:28,458
I'd do anything to help you.

124
00:06:28,458 --> 00:06:30,416
Even working with Osborn?

125
00:06:30,416 --> 00:06:33,375
Even that, Osborn's
not that bad.

126
00:06:36,625 --> 00:06:38,333
Black Widow's ready.

127
00:06:38,333 --> 00:06:40,583
[Kingpin] Does anyone
suspect that I'm involved?

128
00:06:40,583 --> 00:06:42,208
No, not at all.

129
00:06:42,208 --> 00:06:45,250
[Kingpin]Good, that is as it
should be.

130
00:06:45,250 --> 00:06:49,583
Crime, my livelihood, my life,

131
00:06:49,583 --> 00:06:51,000
all of it jeopardized

132
00:06:51,000 --> 00:06:53,583
by the sudden appearance
of Spider-Man.

133
00:06:53,583 --> 00:06:56,291
How can I run a
world-wide criminal empire

134
00:06:56,291 --> 00:06:59,958
if I can't even control
my home base, New York?

135
00:06:59,958 --> 00:07:03,583
The Black Widow can neutralize
all of Spider-man's powers.

136
00:07:03,583 --> 00:07:06,833
That loose cannon
must be removed.

137
00:07:06,833 --> 00:07:08,958
You don't have a
thing to worry about.

138
00:07:08,958 --> 00:07:11,083
But you do, Osborn.

139
00:07:11,083 --> 00:07:15,875
If it fails, I get
your company, remember?

140
00:07:15,875 --> 00:07:19,250
Interesting way to pay
back a loan, isn't it?

141
00:07:19,250 --> 00:07:22,125
The debt will be paid
in full as of tomorrow.

142
00:07:23,250 --> 00:07:24,958
Something that occurs to me.

143
00:07:24,958 --> 00:07:28,333
Either Spider-Man is
destroyed, or you get Oscorp.

144
00:07:28,333 --> 00:07:30,875
Whatever happens, you win.

145
00:07:30,875 --> 00:07:34,708
That's why I'm the
Kingpin [chuckles].

146
00:07:39,083 --> 00:07:41,166
-Ready?
-I'm not sure.

147
00:07:41,166 --> 00:07:44,166
The seekers found
Spider-Man once, Alistair.

148
00:07:44,166 --> 00:07:46,125
They can do it again.

149
00:07:46,125 --> 00:07:48,708
If we find him, we've
got to destroy him.

150
00:07:48,708 --> 00:07:51,583
Because with Spider-Man, you
don't get a second chance.

151
00:07:58,291 --> 00:08:00,458
[man] Doesn't your dad usually
come to these things, Osborn?

152
00:08:00,458 --> 00:08:02,125
I borrowed his ticket.

153
00:08:02,125 --> 00:08:04,000
There's some big deal
at his factory tonight.

154
00:08:04,000 --> 00:08:06,458
He wouldn't tell me
what, never does.

155
00:08:06,458 --> 00:08:08,166
Do we have to talk about work?

156
00:08:08,166 --> 00:08:11,250
It's so boring.

157
00:08:11,250 --> 00:08:14,875
Flash, everything's working
out so well tonight.

158
00:08:14,875 --> 00:08:16,583
Jameson was--

159
00:08:16,583 --> 00:08:17,875
Felicia?

160
00:08:18,583 --> 00:08:20,583
Peter Parker!

161
00:08:20,583 --> 00:08:22,500
Wonder who his hot date is.

162
00:08:22,500 --> 00:08:24,375
Isn't it incredible?

163
00:08:24,375 --> 00:08:25,833
Just like I told you.

164
00:08:25,833 --> 00:08:27,583
It's nice, Peter.

165
00:08:27,583 --> 00:08:30,583
But I'd be just as happy
watching my cable TV.

166
00:08:30,583 --> 00:08:33,166
Aunt May, you need to
get out once in a while.

167
00:08:33,166 --> 00:08:34,583
That's his date?

168
00:08:34,583 --> 00:08:36,583
I think it's sweet.

169
00:08:36,583 --> 00:08:38,708
I wonder who she is.

170
00:08:38,708 --> 00:08:42,500
You should have brought Mary
Jane, Anna Watson's niece.

171
00:08:42,500 --> 00:08:43,833
A blind date?

172
00:08:43,833 --> 00:08:46,125
-Come on, Aunt May, I--
-Parker!

173
00:08:46,125 --> 00:08:48,333
You look incredible.

174
00:08:48,333 --> 00:08:51,875
Um... Aunt May,
this is Felicia Hardy.

175
00:08:51,875 --> 00:08:53,625
Very nice to meet you.

176
00:08:53,625 --> 00:08:56,000
Mind if I borrow your
nephew for a dance?

177
00:08:56,000 --> 00:08:57,375
Well, I--

178
00:08:57,375 --> 00:08:59,458
Felicia, I should
be taking pictures.

179
00:08:59,458 --> 00:09:02,250
And I should be dancing
with Flash Thompson.

180
00:09:03,458 --> 00:09:06,458
Could've had some boring
blind date instead of this?

181
00:09:07,000 --> 00:09:08,583
Yeah, right.

182
00:09:10,083 --> 00:09:12,333
I had a feeling this
might happen, come on.

183
00:09:16,291 --> 00:09:19,083
[man] Parker's not gonna dance
Felicia away from me.

184
00:09:19,083 --> 00:09:21,875
[chuckles] You look just
like your big hero.

185
00:09:21,875 --> 00:09:25,166
I'd better, I paid enough to
rent this thing
for the frat party.

186
00:09:25,166 --> 00:09:26,375
Well, what do you
think Peter will do

187
00:09:26,375 --> 00:09:27,583
when he sees you in it?

188
00:09:27,583 --> 00:09:29,583
Don't know what he'll do.

189
00:09:29,583 --> 00:09:32,833
Just don't be standing too
close to him when he does it.

190
00:09:35,000 --> 00:09:37,875
[Spencer] Got him,
he's at 39th and 2nd.

191
00:09:37,875 --> 00:09:39,958
Hey, that's
Jonah Jameson's place.

192
00:09:39,958 --> 00:09:42,583
Ho ho, the boss's gonna
have a front row seat.

193
00:09:42,583 --> 00:09:43,958
Good for him.

194
00:09:43,958 --> 00:09:45,458
Now let's get this over with.

195
00:09:48,458 --> 00:09:52,458
[loud engine swoosh]

196
00:09:59,166 --> 00:10:00,583
[claps]

197
00:10:00,583 --> 00:10:03,458
You're a good dancer,
I'm surprised.

198
00:10:03,458 --> 00:10:05,500
Well, a lot of things about
me would surprise you.

199
00:10:05,500 --> 00:10:07,125
I love surprises.

200
00:10:08,083 --> 00:10:09,708
See what you think of this one.

201
00:10:12,208 --> 00:10:14,458
[Peter] Something's
wrong, why now?

202
00:10:14,458 --> 00:10:15,708
Peter?

203
00:10:15,708 --> 00:10:18,125
Why, what does he want?

204
00:10:18,125 --> 00:10:19,958
Felicia, it's just
some imposter.

205
00:10:19,958 --> 00:10:21,458
But how would you know that?

206
00:10:21,458 --> 00:10:24,333
Uh, yeah, yeah, maybe
it really is him.

207
00:10:24,333 --> 00:10:28,208
Spider-Man is here, in my home?

208
00:10:28,208 --> 00:10:31,208
Parker, it's time
we had a talk.

209
00:10:31,208 --> 00:10:33,250
About what, Spider-Man?

210
00:10:33,250 --> 00:10:36,000
About those pictures
you're always taking of me.

211
00:10:36,000 --> 00:10:37,250
I don't like'em.

212
00:10:37,250 --> 00:10:39,333
Well, I'm sorry.

213
00:10:39,333 --> 00:10:42,958
That's a little better,
but it's still not good enough.

214
00:10:42,958 --> 00:10:44,333
Well, what would
you like me to say?

215
00:10:45,458 --> 00:10:49,125
-[screaming]
-Okay, aah!

216
00:10:49,125 --> 00:10:51,125
What is making my
Spider sense go off?

217
00:10:53,875 --> 00:10:57,333
[people scream]

218
00:11:04,208 --> 00:11:05,708
Aunt May!

219
00:11:05,708 --> 00:11:06,708
Peter!

220
00:11:11,000 --> 00:11:12,458
Stay in here, Aunt May.

221
00:11:12,458 --> 00:11:15,333
-But Peter, I--
-I'll be okay, I hope.

222
00:11:18,750 --> 00:11:21,708
You, you're ruining
everything [screams].

223
00:11:22,333 --> 00:11:23,333
Leave her alone!

224
00:11:24,708 --> 00:11:27,083
You wanna dance with
somebody? Dance with me.

225
00:11:29,708 --> 00:11:32,583
The fight of the century
and no photographer!

226
00:11:32,583 --> 00:11:34,500
Parker, where are you?

227
00:11:34,500 --> 00:11:36,250
Hey, Toro, Toro!

228
00:11:40,833 --> 00:11:43,416
When you crash a party,
you really crash it!

229
00:11:44,125 --> 00:11:45,583
Oh, oh.

230
00:11:45,583 --> 00:11:48,458
-[loud rumbles]
-[Spider-Man screams]

231
00:11:49,625 --> 00:11:50,708
Where did he go?

232
00:11:52,583 --> 00:11:57,583
There, Spencer,
go back, get him!

233
00:11:57,583 --> 00:11:58,875
Get him!

234
00:12:07,708 --> 00:12:10,375
[ominous music]

235
00:12:18,458 --> 00:12:20,000
[groans]

236
00:12:28,375 --> 00:12:31,166
A million bucks, that's
what this is gonna cost me.

237
00:12:31,166 --> 00:12:32,208
[TV Announcer] Spider-Man
appears to be dazed!

238
00:12:32,208 --> 00:12:33,708
Huh, what was that?

239
00:12:33,708 --> 00:12:35,291
[Eddie] With
Spider-Man unconscious,

240
00:12:35,291 --> 00:12:36,958
we have a rare opportunity.

241
00:12:37,750 --> 00:12:41,500
And here it is, the moment all
America has been waiting for,

242
00:12:41,500 --> 00:12:44,166
the unmasking of Spider-Man.

243
00:12:44,166 --> 00:12:47,750
So that's what this was
about, Brock's big scoop!

244
00:12:48,583 --> 00:12:50,375
Looks like it was
worth all the damage.

245
00:12:50,375 --> 00:12:53,166
And now, live, and
exclusively--

246
00:12:53,166 --> 00:12:54,958
Cut to the chase, Brock!

247
00:12:54,958 --> 00:12:56,875
[groans]

248
00:12:56,875 --> 00:12:58,375
[Aunt May] Flash Thompson!

249
00:12:58,375 --> 00:12:59,875
You know him?

250
00:12:59,875 --> 00:13:02,000
He goes to school with
my nephew, Peter Parker.

251
00:13:02,000 --> 00:13:04,416
Wait a minute,
are you telling me

252
00:13:04,416 --> 00:13:06,875
Spider-Man's just
some goofy kid?

253
00:13:06,875 --> 00:13:08,125
That's unbelievable.

254
00:13:08,125 --> 00:13:09,625
How can anything
be unbelievable

255
00:13:09,625 --> 00:13:11,583
to a guy who
publishes a tabloid?

256
00:13:11,583 --> 00:13:13,583
[gasps] Spider-Man!

257
00:13:13,583 --> 00:13:15,458
And there you have it, America.

258
00:13:15,458 --> 00:13:17,625
Minutes from now,
the police, huh?

259
00:13:23,125 --> 00:13:24,708
Ladies and gentlemen
this is amazing,

260
00:13:24,708 --> 00:13:27,625
some men just broke into
the lab here at Oscorp.

261
00:13:27,625 --> 00:13:31,125
Ah... Sir, excuse me, but,
what do you want?

262
00:13:31,125 --> 00:13:32,291
Him.

263
00:13:32,291 --> 00:13:33,833
I thought we were going to hand

264
00:13:33,833 --> 00:13:35,291
Spider-Man over to the police.

265
00:13:35,291 --> 00:13:36,875
What's going on, Osborn?

266
00:13:36,875 --> 00:13:39,458
I had nothing to do
with this, nothing.

267
00:13:39,458 --> 00:13:40,625
I trusted you.

268
00:13:45,958 --> 00:13:48,291
Hey, hey, I got first
amendment rights.

269
00:13:48,291 --> 00:13:50,166
We just amended them.

270
00:13:50,166 --> 00:13:53,416
How about that, I'm
in two places at once!

271
00:13:53,416 --> 00:13:55,458
This one's the real deal, lady.

272
00:13:55,458 --> 00:13:59,083
After all this time, I
can practically smell him,

273
00:13:59,083 --> 00:14:00,333
which means Eddie
Brock just made

274
00:14:00,333 --> 00:14:02,708
my whole company
look like jerks.

275
00:14:02,708 --> 00:14:04,125
Not hard to do.

276
00:14:04,125 --> 00:14:06,833
Why you web-slinging
clown, how--

277
00:14:06,833 --> 00:14:10,000
Excuse me, that poor Thompson
boy is in big trouble.

278
00:14:10,000 --> 00:14:12,208
Shouldn't somebody
try to save him?

279
00:14:14,875 --> 00:14:16,333
[Peter] Yeah, somebody's
gotta save the guy

280
00:14:16,333 --> 00:14:19,625
who hates Peter Parker,
guess who?

281
00:14:19,625 --> 00:14:21,708
Talk about dramatic irony.

282
00:14:25,458 --> 00:14:27,375
[loud crash]

283
00:14:29,458 --> 00:14:31,166
[Spider-Man] Knock, knock.

284
00:14:31,166 --> 00:14:32,500
Spider-Man!

285
00:14:32,500 --> 00:14:34,166
Can't be, he's back in there!

286
00:14:34,166 --> 00:14:36,750
All smoke and mirrors,
read my book!

287
00:14:36,750 --> 00:14:38,000
[screams and grunts]

288
00:14:38,000 --> 00:14:39,875
What's going on out there?

289
00:14:39,875 --> 00:14:42,500
Don't know, better
finish him off
and get out of here.

290
00:14:42,500 --> 00:14:45,125
Otherwise the Kingpin
will finish us off.

291
00:14:45,125 --> 00:14:46,333
The Kingpin?

292
00:14:46,333 --> 00:14:48,250
Spencer, I swear--

293
00:14:48,250 --> 00:14:50,583
[Flash] No, you don't
understand, please!

294
00:14:50,583 --> 00:14:52,583
Nothing, you web--

295
00:14:52,583 --> 00:14:55,583
-He said, please.
-[all gasp]

296
00:14:55,583 --> 00:14:56,708
Two of them!

297
00:14:56,708 --> 00:14:58,166
Congratulations, you can count.

298
00:14:58,166 --> 00:14:59,833
And they say the
school system's failed.

299
00:15:03,291 --> 00:15:05,458
[grunts]

300
00:15:05,458 --> 00:15:08,000
Show me how to
start up the Black Widow.

301
00:15:08,000 --> 00:15:10,250
Spencer, there's no choice.

302
00:15:11,208 --> 00:15:12,291
That button.

303
00:15:15,291 --> 00:15:17,375
[engine starting]

304
00:15:19,875 --> 00:15:22,500
So that's her name, huh?
Black Widow!

305
00:15:24,958 --> 00:15:27,166
I already know you're stronger
than me,

306
00:15:27,166 --> 00:15:28,958
but maybe this'll
give me an edge.

307
00:15:33,416 --> 00:15:35,375
Hey guys, chill,
the Widow and I

308
00:15:35,375 --> 00:15:37,750
are trying to share
some quality time.

309
00:15:37,750 --> 00:15:40,125
Thanks, I appreciate
your cooperation.

310
00:15:41,250 --> 00:15:42,250
Where are you going?

311
00:15:42,250 --> 00:15:43,708
To even the odds.

312
00:15:46,166 --> 00:15:47,708
This thing is indestructible.

313
00:15:50,750 --> 00:15:52,458
Foul ball coming.

314
00:15:54,083 --> 00:15:55,958
Do the Mets need me, or what?

315
00:16:02,958 --> 00:16:05,000
Hey, remember our deal?

316
00:16:05,000 --> 00:16:07,875
No Spider splat,
no hover chair.

317
00:16:07,875 --> 00:16:10,375
All right, but take
Alistair out of here.

318
00:16:10,375 --> 00:16:12,166
No, you can't stay!

319
00:16:12,166 --> 00:16:14,083
I'll be fine, I'll be fine.

320
00:16:20,000 --> 00:16:23,625
Uh-oh, the Widow's much more
active than I ever imagined.

321
00:16:25,375 --> 00:16:26,833
Think fast, Spidey!

322
00:16:28,291 --> 00:16:29,833
[groans]

323
00:16:31,583 --> 00:16:36,000
Not fast enough.
Webbing's gone!

324
00:16:36,000 --> 00:16:39,166
I have to change cartridges,
I can't do it now.

325
00:16:44,833 --> 00:16:47,500
[Flash] Spider-Man, keep
that thing away from me!

326
00:16:47,500 --> 00:16:49,250
I'll do what I can.

327
00:16:49,250 --> 00:16:50,833
Maybe if I get up higher.

328
00:16:53,291 --> 00:16:56,583
Some kind of oil, canceling
out my Spider stickiness!

329
00:16:57,416 --> 00:16:59,000
[screams and grunts]

330
00:16:59,000 --> 00:17:00,458
What on earth?

331
00:17:00,458 --> 00:17:02,250
Should have thought
of this sooner.

332
00:17:02,250 --> 00:17:03,375
Only one place.

333
00:17:04,625 --> 00:17:08,291
Now if only I can hang on.
Yippee kay-ay!

334
00:17:14,708 --> 00:17:15,875
Must have jumped off!

335
00:17:15,875 --> 00:17:17,583
[Flash] Hey, no, I'm not him.

336
00:17:17,583 --> 00:17:20,416
Oh that's it, Flash,
a true profile in courage.

337
00:17:20,416 --> 00:17:23,333
Well, maybe I'll
help you out anyway.

338
00:17:23,333 --> 00:17:25,375
[Flash] I don't
stick to walls, see?

339
00:17:25,375 --> 00:17:26,833
I can't swing on webs either!

340
00:17:26,833 --> 00:17:28,333
I get air sick!

341
00:17:28,333 --> 00:17:29,958
Well, let's see how
these web cartridges

342
00:17:29,958 --> 00:17:32,000
gum up your propulsion system.

343
00:17:32,000 --> 00:17:33,875
[Flash] Spider-Man, hurry!

344
00:17:33,875 --> 00:17:37,833
It's getting closer,
please, help me!

345
00:17:39,458 --> 00:17:41,250
Keep your mask on, Thompson,

346
00:17:41,250 --> 00:17:43,166
I'm controlling the
Black Widow now.

347
00:17:44,083 --> 00:17:45,500
What?

348
00:17:45,500 --> 00:17:47,291
Take a dive, Widow.

349
00:18:04,500 --> 00:18:06,875
Didn't look too good
back there, did I?

350
00:18:06,875 --> 00:18:08,708
I always hoped that when
the chips were down,

351
00:18:08,708 --> 00:18:10,000
I'd be like you.

352
00:18:10,000 --> 00:18:13,500
If anyone finds out,
Felicia, Parker,

353
00:18:13,500 --> 00:18:15,000
you won't say
anything, will you?

354
00:18:15,000 --> 00:18:17,250
No, but now you know
what kind of trouble

355
00:18:17,250 --> 00:18:18,875
this costume attracts.

356
00:18:21,375 --> 00:18:23,458
My father, did he get out?

357
00:18:23,458 --> 00:18:24,625
[loud explosion]

358
00:18:29,750 --> 00:18:33,375
The other networks are
laughing at me,
Brock, even Fox!

359
00:18:33,375 --> 00:18:35,416
Can you imagine
the humiliation?

360
00:18:35,416 --> 00:18:36,833
That's all because of you!

361
00:18:36,833 --> 00:18:39,208
Me... Don't blame me,
blame Spider-Man.

362
00:18:39,208 --> 00:18:42,875
I do, but him, I can't fire.

363
00:18:42,875 --> 00:18:44,416
Boss, come on, you know me.

364
00:18:44,416 --> 00:18:48,750
Yeah, I do, through,
finito, out the door!

365
00:18:48,750 --> 00:18:50,500
And get off my Ming vase.

366
00:18:50,500 --> 00:18:52,833
No, no, no, just wait a
minute, wait, you can't!

367
00:18:52,833 --> 00:18:54,875
Get this bonehead out
of here, will you?

368
00:18:56,166 --> 00:18:57,875
But you don't understand!

369
00:18:57,875 --> 00:18:59,125
You want understanding?

370
00:18:59,125 --> 00:19:00,416
See a shrink.

371
00:19:00,416 --> 00:19:02,000
Would you wait,
I am telling you,

372
00:19:02,000 --> 00:19:03,875
it's all the fault of
that wall crawling freak!

373
00:19:03,875 --> 00:19:08,416
I can't believe you'd try a
stunt like that, you dolt!

374
00:19:08,416 --> 00:19:09,708
But Felicia--

375
00:19:09,708 --> 00:19:12,208
That's Miss Hardy
to you, buster.

376
00:19:12,208 --> 00:19:13,500
Ah, forget it.

377
00:19:14,583 --> 00:19:16,375
Watch it, clown.

378
00:19:18,250 --> 00:19:20,750
First the dolt,
now the coward.

379
00:19:20,750 --> 00:19:22,333
Coward, I was only trying to--

380
00:19:22,333 --> 00:19:24,166
You abandoned me!

381
00:19:24,166 --> 00:19:26,458
Spider-Man had to save me.

382
00:19:26,458 --> 00:19:28,375
If you were half the man he is.

383
00:19:28,375 --> 00:19:31,500
Peter, I was so
worried about you.

384
00:19:31,500 --> 00:19:34,208
And I was worried about
you too, Aunt May.

385
00:19:34,208 --> 00:19:36,166
I'm just sorry you
had to see all this.

386
00:19:36,166 --> 00:19:39,500
Well actually,
it was kind of exciting.

387
00:19:39,500 --> 00:19:42,750
Now dear, about that nice
girl I want you to meet.

388
00:19:43,458 --> 00:19:46,416
[ominous music]

389
00:19:48,375 --> 00:19:51,250
[Kingpin] Still no sign of your
father, Alistair?

390
00:19:51,250 --> 00:19:52,583
You know me?

391
00:19:52,583 --> 00:19:54,708
I was an associate
of your father's.

392
00:19:54,708 --> 00:19:57,458
Now I want to be an
associate of yours.

393
00:19:57,458 --> 00:19:59,291
I don't need associates.

394
00:19:59,291 --> 00:20:01,875
I have an offer that
might change your mind.

395
00:20:03,375 --> 00:20:05,125
Suppose I provide the money

396
00:20:05,125 --> 00:20:08,000
to make new
Spider Slayer robots.

397
00:20:08,000 --> 00:20:09,583
Why should you do that?

398
00:20:09,583 --> 00:20:12,583
So you can destroy the
man who's responsible

399
00:20:12,583 --> 00:20:15,583
for your father's
disappearance, Spider-Man.

400
00:20:19,833 --> 00:20:23,625
[upbeat rock music]

401
00:20:24,750 --> 00:20:26,708
♪ Spider-Man ♪

402
00:20:26,708 --> 00:20:28,625
♪ Spider-Man ♪

403
00:20:28,625 --> 00:20:32,416
♪ Radioactive Spider-Man ♪

404
00:20:40,875 --> 00:20:43,166
♪ Spider blood, spider blood ♪

405
00:20:43,166 --> 00:20:44,875
♪ Radioactive spider blood ♪

406
00:20:44,875 --> 00:20:47,000
♪ Spider blood, spider blood ♪

407
00:20:47,000 --> 00:20:49,498
♪ Spider-Man ♪