1
00:00:01,958 --> 00:00:04,500
["Spider-Man Theme Song"
by Joe Perry playing]

2
00:00:09,458 --> 00:00:11,458
♪ Spider-Man ♪

3
00:00:11,458 --> 00:00:13,333
♪ Spider-Man ♪

4
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♪ Radioactive Spider-Man ♪

5
00:00:17,333 --> 00:00:19,458
♪ Spider-Man ♪

6
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♪ Spider-Man ♪

7
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♪ Radioactive Spider-Man ♪

8
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♪ Spider-Man ♪

9
00:00:27,416 --> 00:00:29,333
♪ Spider-Man ♪

10
00:00:29,333 --> 00:00:33,166
♪ Radioactive Spider-Man ♪

11
00:00:33,166 --> 00:00:35,708
[guitar break]

12
00:00:39,875 --> 00:00:40,875
♪ Spider blood ♪

13
00:00:40,875 --> 00:00:42,250
♪ Spider blood ♪

14
00:00:42,250 --> 00:00:43,416
♪ Radioactive spider blood ♪

15
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♪ Spider blood ♪

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♪ Spider blood ♪

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♪ Radioactive spider blood ♪

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00:00:48,166 --> 00:00:51,000
[guitar break]

19
00:00:56,000 --> 00:00:57,000
♪ Spider-Man ♪

20
00:00:57,000 --> 00:00:59,458
♪ Spider-Man ♪

21
00:01:00,458 --> 00:01:01,458
[ominous music]

22
00:01:01,458 --> 00:01:04,375
[ominous music]

23
00:01:10,000 --> 00:01:11,375
[camera whirring]

24
00:01:11,375 --> 00:01:12,875
-[beeping]
-[keyboard tapping]

25
00:01:13,375 --> 00:01:16,708
[intensifying ominous music]

26
00:01:22,000 --> 00:01:23,458
[alarm sounding]

27
00:01:23,458 --> 00:01:24,708
[security guard]
It's the Egyptian room.

28
00:01:24,708 --> 00:01:26,000
Call the cops.

29
00:01:28,166 --> 00:01:31,166
[orchestra music building]

30
00:01:40,625 --> 00:01:41,958
Spider-Man?

31
00:01:43,750 --> 00:01:44,875
Oh!

32
00:01:46,416 --> 00:01:47,500
Yeah, hurry!

33
00:01:51,583 --> 00:01:53,625
[clinking]

34
00:01:54,208 --> 00:01:56,625
Spider-Man,
he's robbing us blind!

35
00:01:56,625 --> 00:01:57,625
Couldn't be!

36
00:01:57,625 --> 00:01:58,875
See for yourself!

37
00:02:01,250 --> 00:02:03,750
[suspenseful music]

38
00:02:30,208 --> 00:02:31,250
[birds chirping]

39
00:02:33,958 --> 00:02:35,708
[ringing]

40
00:02:37,583 --> 00:02:39,208
-Uh...
-[Mary Jane] Hi, it's me, MJ.

41
00:02:39,208 --> 00:02:41,125
I'm not calling too early,
am I?

42
00:02:41,125 --> 00:02:42,583
Mary Jane?

43
00:02:42,583 --> 00:02:44,625
No, no, no,
I've been up for hours.

44
00:02:44,625 --> 00:02:46,708
[Mary Jane]
Then maybe you can tell me

45
00:02:46,708 --> 00:02:50,000
why non-planetary masses don't
exert gravitational forces?

46
00:02:50,000 --> 00:02:52,625
Uh, actually they do
exert gravitational force,

47
00:02:52,625 --> 00:02:54,000
but it's so minute--

48
00:02:54,000 --> 00:02:55,708
I knew you'd be the one
to call.

49
00:02:55,708 --> 00:02:57,833
Bet you can answer
this one, too.

50
00:02:57,833 --> 00:03:00,125
Why do theater majors
have to take physics?

51
00:03:00,125 --> 00:03:01,416
[Peter] Uh, sorry.

52
00:03:01,416 --> 00:03:03,000
You'd need Einstein for that.

53
00:03:03,000 --> 00:03:05,416
Maybe I should see if
he's busy Friday night.

54
00:03:05,416 --> 00:03:07,708
Actually, uh, Friday?

55
00:03:07,708 --> 00:03:10,083
[Mary Jane] I've got a physics
text next Monday,

56
00:03:10,083 --> 00:03:11,833
and I've been so busy
rehearsing

57
00:03:11,833 --> 00:03:14,333
for the Classics Festival,
that-- Peter.

58
00:03:14,333 --> 00:03:16,708
This is where you're
suppose to jump in and say,

59
00:03:16,708 --> 00:03:18,083
[deeper voice]
"MJ I'd love to help."

60
00:03:18,083 --> 00:03:20,125
Maybe we could see
a movie, too?

61
00:03:20,125 --> 00:03:21,583
A movie?

62
00:03:21,583 --> 00:03:23,708
Uh, hold on a sec
while I check my schedule.

63
00:03:23,708 --> 00:03:25,166
Yes!

64
00:03:25,166 --> 00:03:27,000
[whoosh and thump]

65
00:03:27,000 --> 00:03:29,416
Uh, tight schedule, MJ,
but I think I can make it.

66
00:03:29,416 --> 00:03:31,625
Great!
See you then.

67
00:03:31,625 --> 00:03:34,833
Oh, and, Peter, try to wear
matching socks this time.

68
00:03:34,833 --> 00:03:36,416
-[cracking and crash]
-[Peter] Oof!

69
00:03:36,416 --> 00:03:37,875
[Peter thinking]
She doesn't need tutoring,

70
00:03:37,875 --> 00:03:39,083
no, not really.

71
00:03:39,875 --> 00:03:41,375
I must have made a better
impression than I thought

72
00:03:41,375 --> 00:03:42,833
on our blind date.

73
00:03:43,250 --> 00:03:45,000
[Peter] Good morning, Aunt May.

74
00:03:46,208 --> 00:03:47,333
Peter, look.

75
00:03:47,333 --> 00:03:49,250
This is terrible!

76
00:03:49,250 --> 00:03:52,375
Spider-Man robbed
the Metropolitan Museum
last night!

77
00:03:52,375 --> 00:03:55,125
Took dozens of
valuable artifacts--

78
00:03:55,125 --> 00:03:56,208
Man handled the guards!

79
00:03:56,208 --> 00:03:57,583
That's impossible.

80
00:03:57,583 --> 00:03:59,458
Anyone can put on
a Spider-Man costume

81
00:03:59,458 --> 00:04:01,250
and--and break into the museum.

82
00:04:01,250 --> 00:04:03,625
But who else could do that?

83
00:04:03,625 --> 00:04:05,125
[Peter] Well, uh--

84
00:04:05,125 --> 00:04:06,875
[Aunt May] Or that!

85
00:04:07,583 --> 00:04:10,500
Ugh, and the sheer
lack of respect.

86
00:04:10,500 --> 00:04:12,625
[Peter thinking]
Now that I'll cop to,
but I'm not a thief.

87
00:04:12,625 --> 00:04:14,250
Off to work, Aunt May.

88
00:04:14,250 --> 00:04:17,000
Yes, dear, yes,
have a nice day, Peter.

89
00:04:17,000 --> 00:04:19,583
Never could understand
why so many people

90
00:04:19,583 --> 00:04:21,875
thought Spider-Man was a hero.

91
00:04:21,875 --> 00:04:23,000
[door creaking]

92
00:04:24,416 --> 00:04:28,333
[orchestra playing theme song]

93
00:04:31,416 --> 00:04:33,500
[cameraman]
You're on in 15 seconds,
Mr. Jameson.

94
00:04:33,500 --> 00:04:37,125
Neh, Parker!
Get over here, now!

95
00:04:37,125 --> 00:04:39,000
[Peter] Uh, be right there,
Mr. Jameson.

96
00:04:39,000 --> 00:04:40,708
Kind of surprised to see you
handling this one yourself.

97
00:04:40,708 --> 00:04:43,458
I cover Spider-Man,
whenever, where ever.

98
00:04:43,458 --> 00:04:45,333
Unlike you.

99
00:04:45,333 --> 00:04:47,583
Why weren't there any pictures
on my desk this morning?

100
00:04:47,583 --> 00:04:49,000
Uh, I'm sorry but--

101
00:04:49,000 --> 00:04:50,875
I can't sell "sorry".

102
00:04:50,875 --> 00:04:52,208
You call yourself a news man--

103
00:04:52,208 --> 00:04:53,458
[cameraman] You're on, JJ.

104
00:04:53,458 --> 00:04:55,833
Hi there, J. Jonah Jameson.

105
00:04:55,833 --> 00:04:59,208
Here live with a
special broadcast
of Spider-Man,

106
00:04:59,208 --> 00:05:00,708
the Final Humiliation.

107
00:05:00,708 --> 00:05:02,291
[Peter thinking]
Love to stick around

108
00:05:02,291 --> 00:05:03,708
for the rest of
your babble, but--

109
00:05:05,458 --> 00:05:06,458
Incredible!

110
00:05:07,875 --> 00:05:10,375
Looks like somebody
left a souvenir.

111
00:05:11,958 --> 00:05:12,958
[heels clicking]

112
00:05:17,583 --> 00:05:19,458
-[Lieutenant Lee] Hey, hold it!
-[Parker thinking] Oops.

113
00:05:19,458 --> 00:05:22,208
Lieutenant Lee, NYPD, what do
you think you're doing here?

114
00:05:22,208 --> 00:05:25,208
I'm a photographer
for the Bugle, Peter Parker.

115
00:05:25,208 --> 00:05:26,458
Parker?

116
00:05:26,458 --> 00:05:28,708
Spider-Man's private paparazzi?

117
00:05:28,708 --> 00:05:31,583
Uh. Yeah, but, uh,
guess I'm a little late
this time.

118
00:05:31,583 --> 00:05:32,625
Hey, wait a minute!

119
00:05:32,625 --> 00:05:34,375
-What's that?
-Um.

120
00:05:34,375 --> 00:05:35,458
Just something I found.

121
00:05:35,458 --> 00:05:37,416
That's Spider-Man's webbing.

122
00:05:37,416 --> 00:05:39,875
You know I could bust you
for removing evidence?

123
00:05:39,875 --> 00:05:41,583
Are you sure it's his webbing?

124
00:05:41,583 --> 00:05:43,000
Talk to me.

125
00:05:43,000 --> 00:05:44,458
Well, Spider-Man's
webbing always dissolves

126
00:05:44,458 --> 00:05:45,958
after an hour.

127
00:05:45,958 --> 00:05:47,333
This junk's been here
since last night--

128
00:05:47,333 --> 00:05:49,083
Well, boy wonder,
maybe he's just

129
00:05:49,083 --> 00:05:51,166
using different chemicals now.

130
00:05:51,166 --> 00:05:53,208
Come on, we better
continue this downtown.

131
00:05:53,208 --> 00:05:54,958
[loud rumbling]

132
00:05:56,958 --> 00:05:59,083
[Mysterio] Don't be afraid.

133
00:05:59,083 --> 00:06:01,333
I'm here to help.

134
00:06:01,333 --> 00:06:03,833
I am Mysterio.

135
00:06:03,833 --> 00:06:07,375
And I am holding
Spider-Man on notice.

136
00:06:07,375 --> 00:06:10,333
There's no place
you'll be able to hide

137
00:06:10,333 --> 00:06:12,625
and nowhere you can run.

138
00:06:12,625 --> 00:06:14,208
Far as I'm concerned,

139
00:06:14,208 --> 00:06:15,833
you're just another
creep in a costume.

140
00:06:15,833 --> 00:06:17,291
What can you do?

141
00:06:17,291 --> 00:06:20,458
I was hoping you'd ask.
[laughs]

142
00:06:20,458 --> 00:06:21,625
[crowd gasping]

143
00:06:21,625 --> 00:06:23,125
[man] How'd he do that?

144
00:06:23,875 --> 00:06:25,708
[Peter thinking]
Cheap parlor trick.

145
00:06:25,708 --> 00:06:27,958
[Mysterio] I guarantee
you I'll catch Spider-Man.

146
00:06:27,958 --> 00:06:31,500
But, I want all you big
shot media people there,

147
00:06:31,500 --> 00:06:33,125
to record it.

148
00:06:33,125 --> 00:06:36,583
And now that I've
started things rolling,

149
00:06:36,583 --> 00:06:38,875
don't drop the ball.

150
00:06:38,875 --> 00:06:40,333
-Got it?
-[gasps]

151
00:06:44,458 --> 00:06:45,708
[crowd screaming]

152
00:06:52,250 --> 00:06:53,333
[rumbling]

153
00:06:53,333 --> 00:06:54,625
Everybody out of here!

154
00:06:54,625 --> 00:06:57,125
-Now!
-[crowd yelling]

155
00:06:57,125 --> 00:06:59,750
[Mysterio laughing]

156
00:06:59,750 --> 00:07:01,000
[Lieutenant Lee]
How'd he do that?

157
00:07:01,000 --> 00:07:02,625
[Peter thinking] Good question.

158
00:07:02,625 --> 00:07:04,083
I should have known
it was a fake.

159
00:07:04,083 --> 00:07:06,000
My spider sense didn't go off.

160
00:07:10,708 --> 00:07:12,875
[Peter thinking]
He wrote a G.O.A.T.
over night,

161
00:07:12,875 --> 00:07:14,291
and I'm not even a politician.

162
00:07:14,291 --> 00:07:15,875
And this Mysterio guy,

163
00:07:15,875 --> 00:07:17,000
where did he come from?

164
00:07:17,000 --> 00:07:19,083
And--and how does he--

165
00:07:19,083 --> 00:07:20,125
[man, on radio] We're getting
reports of another incident,

166
00:07:20,125 --> 00:07:21,750
involving Spider-Man.

167
00:07:21,750 --> 00:07:23,583
This one
at the Brooklyn Bridge Mall.

168
00:07:24,291 --> 00:07:25,625
According to police--

169
00:07:25,625 --> 00:07:27,583
[rock music playing]

170
00:07:27,583 --> 00:07:29,625
[brakes hiss]

171
00:07:29,625 --> 00:07:31,208
[Peter thinking]
It's time to go meet
my evil twin.

172
00:07:31,708 --> 00:07:34,458
[people yelling]

173
00:07:38,083 --> 00:07:39,333
[man 1, angrily] Stop him!

174
00:07:39,333 --> 00:07:40,291
[man 2] Don't let him get away!

175
00:07:40,291 --> 00:07:42,250
[man 3] Go get him!

176
00:07:42,250 --> 00:07:43,208
[Spider-Man]
I'll never understand
why everybody thinks

177
00:07:43,208 --> 00:07:44,708
they can be a superhero.

178
00:07:44,708 --> 00:07:46,375
Just a cheap imitation,

179
00:07:46,375 --> 00:07:48,500
but can't compare to my own
winsome charm.

180
00:07:49,458 --> 00:07:51,458
-[man] Aah.
-[Mysterio laughs]

181
00:07:51,458 --> 00:07:54,000
[Spider-Man]
I recognize that laugh,
Mysterio.

182
00:07:54,000 --> 00:07:56,458
That fake Spider-Man
vanishes and you appear.

183
00:07:56,458 --> 00:07:58,000
I should have guessed.

184
00:07:58,000 --> 00:08:00,000
He's just another one of
your illusions, isn't he?

185
00:08:00,000 --> 00:08:01,708
[Mysterio] You're the fake.

186
00:08:05,958 --> 00:08:07,833
[crowd indistinct chatter]

187
00:08:08,375 --> 00:08:09,750
Don't be afraid.

188
00:08:09,750 --> 00:08:11,875
I won't let him hurt you.

189
00:08:11,875 --> 00:08:13,416
You're the only one

190
00:08:13,416 --> 00:08:15,083
that has to worry about
getting hurt, pal.

191
00:08:15,083 --> 00:08:17,583
I'm more than ready
to take you on.

192
00:08:18,208 --> 00:08:19,458
But not here.

193
00:08:19,458 --> 00:08:21,000
It's got to be the same place,

194
00:08:21,000 --> 00:08:23,708
where you ruined me.

195
00:08:23,708 --> 00:08:26,250
[Spider-Man]
You've got a little to much
gravel in that fishbowl.

196
00:08:26,250 --> 00:08:27,833
I don't know what
you're talking about.

197
00:08:27,833 --> 00:08:30,458
Oh, it'll all be explained.

198
00:08:34,333 --> 00:08:37,291
Just follow the yellow
brick road.

199
00:08:42,458 --> 00:08:45,750
[Spider-Man] Oh, my,
I'm beginning to feel
like a certain coyote.

200
00:08:45,750 --> 00:08:48,750
[sirens blaring]

201
00:08:57,250 --> 00:08:59,000
[crowd cheering]

202
00:09:07,416 --> 00:09:10,708
[crowd yelling angrily]

203
00:09:10,708 --> 00:09:12,166
[Spider-Man] What next?

204
00:09:12,166 --> 00:09:13,583
Peasants with torches?

205
00:09:16,333 --> 00:09:19,291
Well, you turned them
against me. Now what?

206
00:09:19,291 --> 00:09:20,333
This.

207
00:09:20,333 --> 00:09:22,500
[grunting]

208
00:09:25,875 --> 00:09:28,625
[crowd cheering]

209
00:09:32,458 --> 00:09:35,875
I always did like
a good cliff hanger.

210
00:09:37,333 --> 00:09:38,708
[Spider-Man]
Ah, the old museum trick,

211
00:09:38,708 --> 00:09:40,125
not falling for--

212
00:09:40,125 --> 00:09:41,125
-[spider sense screech]
-Uh oh.

213
00:09:41,125 --> 00:09:42,875
[groans]

214
00:09:46,875 --> 00:09:50,833
[suspenseful orchestra music]

215
00:09:54,958 --> 00:09:56,000
[helicopter blades whirring]

216
00:09:57,166 --> 00:09:58,625
[pilot]No sign of him, over.

217
00:09:58,625 --> 00:10:00,291
No one could hold
his breath this long.

218
00:10:03,291 --> 00:10:05,958
Let's call it a night, over.

219
00:10:09,416 --> 00:10:11,833
[gasps, coughs]

220
00:10:11,833 --> 00:10:13,625
[Spider-Man] That's it,

221
00:10:13,625 --> 00:10:16,000
next paycheck I'm definitely
swinging for a snorkel.

222
00:10:16,000 --> 00:10:18,875
So Spider-Man's fish food now.

223
00:10:18,875 --> 00:10:23,083
And the city
has a new hero, Mysterio!

224
00:10:23,083 --> 00:10:24,333
A real hero.

225
00:10:24,333 --> 00:10:25,375
-Gas bag.
-A man who--

226
00:10:26,208 --> 00:10:27,958
[phone rings]

227
00:10:31,875 --> 00:10:33,458
-What?
-[Mary Jane] Peter?

228
00:10:33,458 --> 00:10:36,000
Just wanted to make
sure you're still alive.

229
00:10:36,000 --> 00:10:38,875
Mary Jane. Oh, no, our date!
I forgot!

230
00:10:38,875 --> 00:10:41,750
You sure know how to make
a girl feel important.

231
00:10:41,750 --> 00:10:43,875
Uh, look, if it isn't to late--

232
00:10:43,875 --> 00:10:45,750
Sorry, in my league,

233
00:10:45,750 --> 00:10:47,333
it's one strike and you're out.

234
00:10:47,333 --> 00:10:48,416
-[line disconnected]
-But--

235
00:10:48,416 --> 00:10:50,208
Oh, that does it.

236
00:10:50,208 --> 00:10:52,958
My life's been a mess
since the day I put you on.

237
00:10:52,958 --> 00:10:54,416
Why'd I ever do it anyway?

238
00:10:54,416 --> 00:10:56,208
I can't even keep a date
because of you.

239
00:10:56,208 --> 00:10:58,250
Time to turn my life around.

240
00:10:58,750 --> 00:11:00,333
Hello, world!

241
00:11:00,333 --> 00:11:01,708
Goodbye, Spider-Man.

242
00:11:01,708 --> 00:11:03,166
-[doorbell rings]
-Don't bother, Aunt May,

243
00:11:03,166 --> 00:11:04,333
I got it.

244
00:11:06,708 --> 00:11:08,333
Just because I take a picture
of Spider-Man

245
00:11:08,333 --> 00:11:09,833
every now and then,

246
00:11:09,833 --> 00:11:11,458
it doesn't mean
I know how to find him.

247
00:11:12,291 --> 00:11:14,166
Anyway, I hear
he's fish chow now.

248
00:11:14,166 --> 00:11:16,583
No corpus delicti,Parker.

249
00:11:16,583 --> 00:11:19,000
I'm betting he's still
spinning web somewhere.

250
00:11:19,000 --> 00:11:20,833
Well, so find him, be my guest.

251
00:11:20,833 --> 00:11:22,583
Parker I think he's been
framed.

252
00:11:22,583 --> 00:11:25,625
Now this could be your chance
to help an innocent man.

253
00:11:26,000 --> 00:11:27,833
Sorry, not my table.

254
00:11:27,833 --> 00:11:31,458
Look, I don't talk this around
down at the station, but--

255
00:11:31,458 --> 00:11:33,000
But what?

256
00:11:33,000 --> 00:11:34,583
I've spent a lot of time
trying to figure out

257
00:11:34,583 --> 00:11:37,083
who he is,
or what side he's on.

258
00:11:37,083 --> 00:11:38,416
I don't know all the answers,

259
00:11:38,416 --> 00:11:40,291
but I do know one thing.

260
00:11:40,291 --> 00:11:43,416
He never turned his back
when he could help.

261
00:11:43,416 --> 00:11:45,500
Which is just what
you're doing now.

262
00:11:45,500 --> 00:11:48,583
All those times you were
taking pictures of him, Parker?
Hah.

263
00:11:48,583 --> 00:11:51,708
Too bad none of his
character rubbed off.

264
00:11:52,583 --> 00:11:54,458
[Parker thinking] She's right.

265
00:11:54,458 --> 00:11:56,083
Spidey never did turn his back
when he was needed.

266
00:11:56,083 --> 00:11:57,875
Except once.

267
00:11:57,875 --> 00:11:59,875
[Parker thinking] Right
after I got my powers,

268
00:11:59,875 --> 00:12:01,750
I figured I could earn
some quick bucks wrestling.

269
00:12:01,750 --> 00:12:02,875
I made the costume so no one
would recognize me.

270
00:12:02,875 --> 00:12:06,000
[audience cheering]

271
00:12:08,291 --> 00:12:10,000
[man] Hey! Help!

272
00:12:10,166 --> 00:12:12,000
Grab him!
Don't let him get away!

273
00:12:14,208 --> 00:12:17,000
Hey, sorry, pal,
I'm a wrestler, not a cop.

274
00:12:17,000 --> 00:12:18,875
Why should I get involved?

275
00:12:18,875 --> 00:12:19,958
[indistinct dispatch
radio chatter]

276
00:12:20,583 --> 00:12:22,291
[Peter thinking]
The police were at Aunt May's.

277
00:12:22,291 --> 00:12:23,875
Someone had broken in.

278
00:12:23,875 --> 00:12:25,833
Bad news for you, son.

279
00:12:25,833 --> 00:12:27,958
[Peter thinking]
My Uncle Ben tried to stop him.

280
00:12:27,958 --> 00:12:29,958
But the guy was armed.

281
00:12:29,958 --> 00:12:31,333
The cop told me
the one who had did it

282
00:12:31,333 --> 00:12:33,000
had been chased
to a warehouse.

283
00:12:33,000 --> 00:12:35,833
And whoever it was,
I wanted him first.

284
00:12:35,833 --> 00:12:37,083
And I got him, too.

285
00:12:39,458 --> 00:12:41,708
It was the crook
from the arena.

286
00:12:41,708 --> 00:12:44,208
The one I should have
stopped, but I didn't.

287
00:12:44,708 --> 00:12:46,875
I had the power
and I didn't use it.

288
00:12:46,875 --> 00:12:50,750
I lost my uncle
because I ignored
my responsibilities.

289
00:12:50,750 --> 00:12:52,625
He always use to tell me,

290
00:12:52,625 --> 00:12:55,500
"With great power,
comes great responsibility."

291
00:12:55,500 --> 00:12:57,208
If I stop being Spider-Man,

292
00:12:57,208 --> 00:12:58,625
-who else will suffer?
-[thud]

293
00:12:59,875 --> 00:13:01,125
Going my way?

294
00:13:01,958 --> 00:13:03,958
Well, this is driving me crazy.

295
00:13:03,958 --> 00:13:06,708
You'd think I'd remember a guy
with a fishbowl for a head.

296
00:13:06,708 --> 00:13:08,333
Probably wasn't born with it.

297
00:13:08,333 --> 00:13:09,291
Just guessing though.

298
00:13:09,291 --> 00:13:10,875
Wait a minute.

299
00:13:10,875 --> 00:13:12,583
He said the bridge
was the place I ruined him.

300
00:13:13,333 --> 00:13:14,625
Brooklyn Bridge.

301
00:13:14,625 --> 00:13:16,958
Incidents involving Spider-Man.

302
00:13:16,958 --> 00:13:20,375
Car accidents,
helicopter crash, robberies,

303
00:13:20,375 --> 00:13:21,833
must be one of your hangouts.

304
00:13:21,833 --> 00:13:23,333
A helicopter crash.

305
00:13:23,333 --> 00:13:25,250
I remember.

306
00:13:25,250 --> 00:13:28,125
A film crew were shooting
a car chase movie
on the bridge.

307
00:13:28,125 --> 00:13:29,166
Let me call it up.

308
00:13:30,708 --> 00:13:34,458
[Spider-Man] They were filming
a scene
with a sequential explosions.

309
00:13:34,458 --> 00:13:37,583
But one of them
was too powerful
and it damaged a rotary.

310
00:13:44,458 --> 00:13:46,208
There's more.
Right before the crash,

311
00:13:46,208 --> 00:13:47,583
I thought I saw
something near the tower.

312
00:13:47,583 --> 00:13:49,333
It was a mortar.

313
00:13:49,333 --> 00:13:51,458
The special effects man
had hidden it up there,

314
00:13:51,458 --> 00:13:53,166
without getting a permit.

315
00:13:53,166 --> 00:13:54,875
He wanted an even
bigger explosion.

316
00:13:54,875 --> 00:13:56,833
It was his fault
the copter went down,

317
00:13:56,833 --> 00:13:58,416
And he'd have gotten
a way with it...

318
00:14:00,000 --> 00:14:01,291
if I hadn't caught him.

319
00:14:03,250 --> 00:14:04,458
[groaning]

320
00:14:04,458 --> 00:14:06,000
They'll arrest me for this.

321
00:14:06,000 --> 00:14:07,875
And it's all because of you!

322
00:14:07,875 --> 00:14:10,625
I will get you, I swear.

323
00:14:10,625 --> 00:14:11,833
[Lieutenant Lee]
This is something

324
00:14:11,833 --> 00:14:13,000
you have trouble remembering?

325
00:14:13,000 --> 00:14:14,458
Hey, I hear that kind of thing,

326
00:14:14,458 --> 00:14:16,000
two, three times a week.

327
00:14:16,000 --> 00:14:17,750
His name was Quentin Beck.

328
00:14:17,750 --> 00:14:19,958
He got a year in jail
for his crime.

329
00:14:19,958 --> 00:14:21,208
That Beck's address?

330
00:14:21,208 --> 00:14:22,458
Wonder Studios?

331
00:14:22,458 --> 00:14:24,875
-Yeah, but--
-That clinches it.

332
00:14:24,875 --> 00:14:28,458
And New York welcomes
Mysterio as its newest,

333
00:14:28,458 --> 00:14:30,583
-and greatest--
-[driver] Fax coming
in for you, sir.

334
00:14:32,416 --> 00:14:34,583
"Dear Chuckles,

335
00:14:34,583 --> 00:14:38,583
want the real story on
Mysterio and Spider-Man.

336
00:14:38,583 --> 00:14:41,458
Go to Wonder Studios, now.

337
00:14:41,458 --> 00:14:44,458
Your friendly
neighborhood Spider-Man."

338
00:14:44,458 --> 00:14:47,000
[tires squeal]

339
00:14:53,583 --> 00:14:57,083
[Spider-Man] Whoa,
Beck's a one man
Spidey fan club.

340
00:14:58,000 --> 00:15:01,000
Suction cups,
seems kind of low tech.

341
00:15:01,000 --> 00:15:03,375
But hey, it works!

342
00:15:03,375 --> 00:15:05,125
Beck's got
all the plans right here.

343
00:15:05,125 --> 00:15:07,750
The museum,
the Mall, the bridge.

344
00:15:07,750 --> 00:15:10,708
It must have taken him months
to set up those stunts.

345
00:15:12,125 --> 00:15:14,583
[crashing]

346
00:15:14,583 --> 00:15:16,125
The museum roof caving in.

347
00:15:16,125 --> 00:15:17,875
So that's how he did it.

348
00:15:17,875 --> 00:15:20,375
Beck's created a whole new
holographic technology.

349
00:15:20,375 --> 00:15:23,333
Small, portable,
and frighteningly realistic.

350
00:15:23,333 --> 00:15:25,583
There are a lot of brains
in that sick fishbowl.

351
00:15:25,583 --> 00:15:27,375
[clanks]

352
00:15:27,375 --> 00:15:29,375
And looks like he was
planning a major crime spree.

353
00:15:29,375 --> 00:15:32,125
[sirens wailing]

354
00:15:39,958 --> 00:15:41,000
OK, Beck--

355
00:15:41,000 --> 00:15:43,166
[growling]

356
00:15:44,208 --> 00:15:46,583
[metal clunking]

357
00:15:48,416 --> 00:15:50,708
Getting real tired
of these fakes, Beck.

358
00:15:50,708 --> 00:15:52,458
[Mysterio] It's not all fake.

359
00:15:52,458 --> 00:15:54,875
Some of it is real.

360
00:15:54,875 --> 00:15:57,708
You decided which is which,
if you can.

361
00:15:57,708 --> 00:16:00,875
[laughs] I'll give
you a little help.

362
00:16:00,875 --> 00:16:02,708
When you disappear,

363
00:16:02,708 --> 00:16:05,583
it won't be an illusion!

364
00:16:05,583 --> 00:16:08,375
[hydraulics starting up]

365
00:16:08,375 --> 00:16:11,333
[Spider-Man] Hey!
What is this, Beck?
Carnival time?

366
00:16:11,333 --> 00:16:14,083
[clanking]

367
00:16:14,083 --> 00:16:17,000
[high pitch whizzing]

368
00:16:17,000 --> 00:16:19,000
At least I didn't
have to wait in line.

369
00:16:19,000 --> 00:16:20,125
[door knob clicking]

370
00:16:20,125 --> 00:16:22,458
[grunting]

371
00:16:22,458 --> 00:16:24,208
[John] Spider-Man's
in there, isn't he?

372
00:16:24,208 --> 00:16:26,208
This is none of your business.

373
00:16:26,208 --> 00:16:28,583
You can't talk to me that way.

374
00:16:28,583 --> 00:16:31,625
I have influence,
I'll have you pounding a beat.

375
00:16:31,625 --> 00:16:33,083
Look, you want in?

376
00:16:33,083 --> 00:16:34,458
Then give me a hand
with this door.

377
00:16:37,333 --> 00:16:40,000
[mechanical whizzing slows]

378
00:16:40,000 --> 00:16:43,583
-Uh, next time I'll
stick to the pony ride.
-[spider sense screech]

379
00:16:43,583 --> 00:16:45,000
[Spider-Man] Why's my
spider sense going crazy?

380
00:16:45,000 --> 00:16:48,083
[growling]

381
00:16:48,083 --> 00:16:51,875
Great, now I've stepped into
a Ray Harryhausen movie.

382
00:16:51,875 --> 00:16:53,875
Maybe it's more like
Roger Witt Morgan.

383
00:16:53,875 --> 00:16:56,875
[animal shrieking]

384
00:16:56,875 --> 00:16:59,000
Let's see how real you are.

385
00:16:59,416 --> 00:17:00,500
Well, that's Hollywood for you.

386
00:17:00,500 --> 00:17:02,166
Gruff exterior,

387
00:17:02,166 --> 00:17:04,875
but underneath it all,
a heart of aluminum.

388
00:17:04,875 --> 00:17:07,583
[hydraulics pumping]

389
00:17:16,708 --> 00:17:19,000
[mechanical huffing]

390
00:17:22,416 --> 00:17:25,625
There's a certain irony here.

391
00:17:25,625 --> 00:17:28,875
Time for the cavalry
to arrive, isn't it?

392
00:17:28,875 --> 00:17:31,125
-Well, they're here.
-Help!

393
00:17:31,125 --> 00:17:34,250
[Spider-Man] Mysterio,
they don't have anything
to do with this.

394
00:17:34,250 --> 00:17:35,833
Let them go.

395
00:17:35,833 --> 00:17:37,208
Well, Jameson you can keep,
but--

396
00:17:37,208 --> 00:17:38,750
Enough!

397
00:17:38,750 --> 00:17:41,083
It's payback time.

398
00:17:41,083 --> 00:17:43,291
Payback? For what?

399
00:17:43,291 --> 00:17:44,750
You did it all to yourself.

400
00:17:44,750 --> 00:17:47,291
Yes, that's what
my psychiatrist said.

401
00:17:47,291 --> 00:17:48,875
But you know what?

402
00:17:48,875 --> 00:17:50,958
His sessions never
made me feel this good.

403
00:17:51,583 --> 00:17:53,000
[screaming]

404
00:17:53,000 --> 00:17:55,583
-[alarm blaring]
-[John] Help! Help!

405
00:17:56,333 --> 00:17:57,333
Hurry!

406
00:18:02,000 --> 00:18:03,125
[Spider-Man] Loop it around.

407
00:18:03,708 --> 00:18:05,000
OK, Spidey, pull,

408
00:18:05,000 --> 00:18:07,250
like you've never pulled
before!

409
00:18:08,375 --> 00:18:09,416
[grunts]

410
00:18:09,416 --> 00:18:12,708
Time for the grand finale.

411
00:18:15,583 --> 00:18:17,375
Which of us is the real one?

412
00:18:17,375 --> 00:18:20,000
By the time you figure
it out, it'll be too late.

413
00:18:20,000 --> 00:18:22,708
One chance, I got to
trust my spider sense.

414
00:18:22,708 --> 00:18:24,000
Just close my eyes--

415
00:18:24,000 --> 00:18:25,750
[thumps]

416
00:18:29,458 --> 00:18:31,583
What do you think of
your big hero now?

417
00:18:31,583 --> 00:18:33,583
Just get me out of this thing.

418
00:18:33,583 --> 00:18:35,875
Did I hear a "please"?

419
00:18:35,875 --> 00:18:37,208
Guess that's a wrap.

420
00:18:37,875 --> 00:18:39,625
[chipper music]

421
00:18:39,625 --> 00:18:41,583
[Mary Jane]
A riddle Mr. Parker.

422
00:18:41,583 --> 00:18:44,000
What do I have in common
with Spider-Man?

423
00:18:44,000 --> 00:18:46,875
Uh, you both look good
in skin tight outfits?

424
00:18:46,875 --> 00:18:48,291
[giggles] No.

425
00:18:48,291 --> 00:18:50,625
We both haven't been
ourselves lately.

426
00:18:50,625 --> 00:18:53,166
-Care to walk me to class?
-Sure.

427
00:18:53,166 --> 00:18:55,000
[sirens wail in distance]

428
00:18:55,000 --> 00:18:58,083
Look, I'm sorry for hanging
up on you last night.

429
00:18:58,083 --> 00:19:00,291
And I'm sorry
I forgot our date.

430
00:19:00,291 --> 00:19:01,958
Still want help
with your physics?

431
00:19:01,958 --> 00:19:03,625
Nay, good sir.

432
00:19:03,625 --> 00:19:06,000
To paraphrase
an ancient playwright,

433
00:19:06,000 --> 00:19:07,875
"She who learns, must study."

434
00:19:07,875 --> 00:19:10,500
So I did, and I passed my test.

435
00:19:10,500 --> 00:19:11,875
Congratulations.

436
00:19:11,875 --> 00:19:13,250
[Mary Jane] Thanks.

437
00:19:13,250 --> 00:19:15,458
My class is in here, gotta run.

438
00:19:16,333 --> 00:19:19,166
But you know, physics
is a lot like theater.

439
00:19:19,166 --> 00:19:20,625
I get it now.

440
00:19:20,625 --> 00:19:22,958
It's all about making
sense out of life.

441
00:19:22,958 --> 00:19:25,875
Once I realized that,
it was easy.

442
00:19:25,875 --> 00:19:27,875
[Peter thinking]
Yeah, I get it now, too.

443
00:19:27,875 --> 00:19:30,208
Thanks for helping me make
sense out of my life,

444
00:19:30,208 --> 00:19:31,375
Uncle Ben.

445
00:19:31,375 --> 00:19:33,125
Spider-Man's life, too.

446
00:19:35,125 --> 00:19:37,458
["Spider-Man Theme Song"
playing]

447
00:19:39,208 --> 00:19:40,958
♪ Spider-Man ♪

448
00:19:40,958 --> 00:19:42,708
♪ Spider-Man ♪

449
00:19:42,708 --> 00:19:46,958
♪ Radioactive Spider-Man ♪

450
00:19:46,958 --> 00:19:49,583
[guitar solo]

451
00:19:54,833 --> 00:19:56,000
♪ Spider blood ♪

452
00:19:56,000 --> 00:19:57,333
♪ Spider blood ♪

453
00:19:57,333 --> 00:19:59,000
♪ Radioactive spider blood ♪

454
00:19:59,000 --> 00:20:00,125
♪ Spider blood ♪

455
00:20:00,125 --> 00:20:01,250
♪ Spider blood ♪

456
00:20:01,250 --> 00:20:03,000
♪ Spider-Man ♪