1
00:00:01,625 --> 00:00:04,333
[theme music playing]

2
00:00:09,458 --> 00:00:13,250
♪ Spider-Man, Spider-Man ♪

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

4
00:00:17,291 --> 00:00:21,208
♪ Spider-Man, Spider-Man ♪

5
00:00:21,208 --> 00:00:25,291
♪ Radioactive Spider-Man ♪

6
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♪ Spider-Man, Spider-Man ♪

7
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♪ Radioactive Spider-Man ♪

8
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♪ Spider blood, spider blood ♪

9
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♪ Radioactive spider blood ♪

10
00:00:43,750 --> 00:00:45,625
♪ Spider blood, spider blood ♪

11
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♪ Radioactive spider blood ♪

12
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♪ Spider-Man, Spider-Man ♪

13
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[train horn blaring]

14
00:01:05,500 --> 00:01:06,875
I can't believe it!

15
00:01:06,875 --> 00:01:09,708
A date with Felicia Hardy.
Finally!

16
00:01:11,333 --> 00:01:15,500
Sure, I'm only taking her to
a science exhibit
as her physics tutor,

17
00:01:15,500 --> 00:01:17,291
but after that
Spider-slayer business

18
00:01:17,291 --> 00:01:19,500
I didn't think she'd
let me see her again.

19
00:01:23,583 --> 00:01:25,000
[man on speaker] Who's there?

20
00:01:25,000 --> 00:01:26,750
Peter Parker, I'm here to--

21
00:01:26,750 --> 00:01:28,166
[gate opens]

22
00:01:28,166 --> 00:01:29,833
[Peter thinking]
Relax, Parker.

23
00:01:29,833 --> 00:01:32,583
Felicia's just a simple,
sweet, regular girl.

24
00:01:32,583 --> 00:01:35,875
With a front lawn
the size of Central Park.

25
00:01:38,083 --> 00:01:40,583
So, when is this place
applying for statehood?

26
00:01:47,583 --> 00:01:49,708
Maybe I should have
worn a suit.

27
00:01:49,708 --> 00:01:51,458
Or at least a new shirt.

28
00:01:52,250 --> 00:01:53,875
Come in, Mr. Parker.

29
00:01:53,875 --> 00:01:55,875
I'll announce you.

30
00:01:55,875 --> 00:01:58,125
[Peter] Yep,
definitely a new shirt.

31
00:02:03,958 --> 00:02:05,625
[metal crushing]

32
00:02:05,625 --> 00:02:08,583
[radio static]

33
00:02:11,000 --> 00:02:12,500
Camera three,
negative function.

34
00:02:12,500 --> 00:02:13,875
Please investigate.

35
00:02:14,708 --> 00:02:16,458
Wow.

36
00:02:16,458 --> 00:02:19,083
Aunt May's whole place
could fit in this one room,

37
00:02:19,083 --> 00:02:20,833
and there'd still be
space for the Jets

38
00:02:20,833 --> 00:02:22,125
to hold a scrimmage.

39
00:02:29,333 --> 00:02:30,708
Security, code red!

40
00:02:31,875 --> 00:02:33,000
Parker.

41
00:02:34,000 --> 00:02:37,291
How sweet, you brought flowers.

42
00:02:37,291 --> 00:02:38,708
Thank you.

43
00:02:38,708 --> 00:02:41,208
Oh, it's nothing.

44
00:02:41,208 --> 00:02:43,083
So, where's your mom?

45
00:02:43,083 --> 00:02:45,166
Parker, she's out
buying a new yacht.

46
00:02:45,166 --> 00:02:47,875
Well what happened,
the old one get wet?

47
00:02:49,000 --> 00:02:50,833
Shall we take the convertible?

48
00:02:50,833 --> 00:02:53,583
It's kinda chilly out,
but I'll keep you warm.

49
00:02:53,583 --> 00:02:56,500
I'll get a jacket,
if it's all the same to you.

50
00:03:02,416 --> 00:03:03,625
No!

51
00:03:03,625 --> 00:03:05,416
Let me go!

52
00:03:05,416 --> 00:03:06,458
Felicia!

53
00:03:07,708 --> 00:03:09,708
-[gasps]
-[groaning]

54
00:03:09,708 --> 00:03:11,875
Let go! [screams]

55
00:03:11,875 --> 00:03:13,583
Help!

56
00:03:20,750 --> 00:03:21,958
Help!

57
00:03:21,958 --> 00:03:22,958
No!

58
00:03:28,416 --> 00:03:29,750
[Peter groaning]

59
00:03:31,708 --> 00:03:33,958
Four metallic arms?

60
00:03:33,958 --> 00:03:35,750
Yes, that's what I saw.

61
00:03:35,750 --> 00:03:37,708
I keep telling you.

62
00:03:37,708 --> 00:03:39,708
Did you notice anything
else about him?

63
00:03:39,708 --> 00:03:41,333
Couple extra heads, maybe?

64
00:03:42,458 --> 00:03:44,458
Look, I don't care whether
you believe me or not.

65
00:03:44,458 --> 00:03:45,708
Felicia's gone.

66
00:03:45,708 --> 00:03:47,333
You should be out
looking for her.

67
00:03:47,333 --> 00:03:49,166
My daughter, where is she?

68
00:03:49,166 --> 00:03:51,208
What happened to her?
Who are you?

69
00:03:51,208 --> 00:03:53,958
Mrs. Hardy,
I'm Agent Ford, FBI.

70
00:03:53,958 --> 00:03:55,125
I have bad news.

71
00:03:55,125 --> 00:03:57,583
Your daughter's been kidnapped.

72
00:03:57,583 --> 00:03:58,708
Kidnapped?

73
00:03:58,708 --> 00:04:00,625
We found this note out front.

74
00:04:00,625 --> 00:04:02,583
It says ransom
instructions will follow.

75
00:04:02,583 --> 00:04:04,291
That signature.

76
00:04:04,291 --> 00:04:05,875
Doctor Octavius.

77
00:04:05,875 --> 00:04:08,291
-[Hardy] You know him?
-Well, that explains it.

78
00:04:08,291 --> 00:04:10,708
The Hardy Foundation
refused to grant money

79
00:04:10,708 --> 00:04:12,583
for his outlandish experiments.

80
00:04:12,583 --> 00:04:14,708
He must want revenge.

81
00:04:14,708 --> 00:04:16,458
[Peter] Dr. Octavius?

82
00:04:16,458 --> 00:04:18,000
Otto Octavius?

83
00:04:18,000 --> 00:04:19,250
It can't be.

84
00:04:20,708 --> 00:04:24,000
When I was 10, Uncle Ben
enrolled me at science camp

85
00:04:24,000 --> 00:04:27,375
and the man who ran the
camp was Dr. Otto Octavius.

86
00:04:27,375 --> 00:04:28,625
He was a genius.

87
00:04:28,625 --> 00:04:30,625
Had a real gift for teaching.

88
00:04:30,625 --> 00:04:34,458
I remember once, I tried
an experiment of my own.

89
00:04:34,458 --> 00:04:36,333
-It blew up in my face,
-[children laughing]

90
00:04:36,333 --> 00:04:38,375
and the other kids
started laughing at me.

91
00:04:38,375 --> 00:04:41,375
But then Dr. Octavius said
something I'll never forget.

92
00:04:41,375 --> 00:04:44,208
Their laughter is meaningless.

93
00:04:44,208 --> 00:04:46,833
Science is the important thing.

94
00:04:46,833 --> 00:04:50,208
It justifies all that
we do in its service.

95
00:04:53,583 --> 00:04:55,291
[Peter] What could
have changed him?

96
00:04:55,291 --> 00:04:57,375
Where did he take Felicia?

97
00:05:12,583 --> 00:05:15,708
[grunts]
What do you want from me?

98
00:05:15,708 --> 00:05:17,250
Who are you?

99
00:05:17,250 --> 00:05:18,416
Who am I?

100
00:05:18,416 --> 00:05:20,333
What's in a name? Mmm?

101
00:05:20,333 --> 00:05:24,250
An octopus by any other name
would still be as deadly.

102
00:05:24,250 --> 00:05:26,750
[screams]

103
00:05:26,750 --> 00:05:28,000
Please.

104
00:05:28,000 --> 00:05:30,416
I've never done
anything to you.

105
00:05:31,166 --> 00:05:33,583
No, of course you haven't.

106
00:05:33,583 --> 00:05:35,458
That's what they all say.

107
00:05:35,458 --> 00:05:38,875
No one's ever done
anything to Dr. Octopus.

108
00:05:38,875 --> 00:05:40,750
It started with my colleagues.

109
00:05:40,750 --> 00:05:42,500
They ridiculed me.

110
00:05:42,500 --> 00:05:46,208
Those mindless fools
could not comprehend how

111
00:05:46,208 --> 00:05:50,458
a cold fusion reaction could
be generated in a battery.

112
00:05:50,458 --> 00:05:53,375
So I approached
The Hardy Foundation

113
00:05:53,375 --> 00:05:55,583
for funding of my experiments.

114
00:05:55,583 --> 00:05:58,083
They promised to grant
me the money I needed.

115
00:05:59,000 --> 00:06:03,208
I knew I would master
fusion power eventually.

116
00:06:03,208 --> 00:06:05,458
But it wasn't quick
enough for your mother,

117
00:06:05,458 --> 00:06:08,500
great friend of
science that she was.

118
00:06:08,500 --> 00:06:10,416
She cut off the grant.

119
00:06:10,416 --> 00:06:14,375
I had to move my laboratory
to a miserable basement.

120
00:06:14,375 --> 00:06:16,458
I could no longer
afford vital safeguards,

121
00:06:16,458 --> 00:06:18,416
but I was determined.

122
00:06:18,416 --> 00:06:20,333
Nothing would stop me.

123
00:06:27,000 --> 00:06:28,000
[grunting]

124
00:06:29,750 --> 00:06:31,583
And I paid the price.

125
00:06:33,208 --> 00:06:36,875
Dr. Octavius vanished
in that explosion,

126
00:06:36,875 --> 00:06:41,375
and Dr. Octopus was born.

127
00:06:41,750 --> 00:06:43,958
[maniacal laughter]

128
00:06:44,416 --> 00:06:46,958
This is J. Jonah Jameson,

129
00:06:46,958 --> 00:06:51,333
President and CEO of
J3 Communications.

130
00:06:51,333 --> 00:06:55,875
I have a message for
Dr. Otto Octavius.

131
00:06:55,875 --> 00:06:59,000
Felicia Hardy's
family and friends

132
00:06:59,000 --> 00:07:01,708
are deeply concerned
for her safety.

133
00:07:01,708 --> 00:07:04,375
We're prepared to
meet your demands,

134
00:07:04,375 --> 00:07:07,000
but we need to
know what you want.

135
00:07:07,000 --> 00:07:10,500
Please, call me here
at the J3 studio

136
00:07:10,500 --> 00:07:13,125
as soon as this
broadcast is over.

137
00:07:13,125 --> 00:07:14,958
We want Felicia back.

138
00:07:14,958 --> 00:07:19,083
We'll do anything you ask,
as long as she isn't harmed.

139
00:07:19,083 --> 00:07:22,458
I will personally
guarantee that.

140
00:07:22,458 --> 00:07:23,833
[phone ringing]

141
00:07:23,833 --> 00:07:24,833
[man] Cut to station ID.

142
00:07:26,833 --> 00:07:30,291
Jonah, if it's him, whatever
you do, keep your cool.

143
00:07:30,291 --> 00:07:32,125
Don't I always, Robbie?

144
00:07:32,125 --> 00:07:34,333
And try to keep him
talking as long as you can.

145
00:07:34,333 --> 00:07:37,000
Stop fussing, I've seen
enough crime movies.

146
00:07:37,000 --> 00:07:38,000
[man] You're on, JJ.

147
00:07:38,000 --> 00:07:39,083
Jameson here.

148
00:07:39,083 --> 00:07:41,166
This is Dr. Octopus,

149
00:07:41,166 --> 00:07:43,583
accepting your generous offer.

150
00:07:43,583 --> 00:07:45,250
I'll switch us off the air.

151
00:07:45,250 --> 00:07:46,416
No.

152
00:07:46,416 --> 00:07:48,750
I insist we keep it on the air.

153
00:07:48,750 --> 00:07:52,375
I want the whole world to
know how I've been treated.

154
00:07:52,375 --> 00:07:54,875
What about Miss Hardy,
is she OK?

155
00:07:54,875 --> 00:07:59,625
Sometimes sacrifices must be
made in the name of science.

156
00:07:59,625 --> 00:08:01,333
If anything happens
to her I'll--

157
00:08:01,333 --> 00:08:02,833
[Octavius] You'll what?

158
00:08:02,833 --> 00:08:04,333
You're not in a position
to do anything.

159
00:08:04,333 --> 00:08:07,458
Don't count on that,
you six-armed squid!

160
00:08:07,458 --> 00:08:08,958
No, Jonah, no!

161
00:08:08,958 --> 00:08:10,125
[Jameson] You're a
symbol of everything

162
00:08:10,125 --> 00:08:11,333
that's wrong with this country.

163
00:08:11,333 --> 00:08:12,750
[Peter] J. Jonah Jameson.

164
00:08:12,750 --> 00:08:14,583
The great communicator.

165
00:08:14,583 --> 00:08:16,000
You should be put away
for the rest of your--

166
00:08:16,000 --> 00:08:18,625
You dare talk that
way to a scientist?

167
00:08:18,625 --> 00:08:20,291
Scientist?

168
00:08:20,291 --> 00:08:23,166
You're just a coward who
kidnapped a helpless girl.

169
00:08:25,458 --> 00:08:26,458
Coward am I?

170
00:08:27,000 --> 00:08:28,875
We'll see who the coward is.

171
00:08:28,875 --> 00:08:32,500
I want you personally to
deliver the ransom money to me.

172
00:08:32,500 --> 00:08:33,875
What?

173
00:08:33,875 --> 00:08:37,708
Come alone,
unless you're the coward.

174
00:08:37,708 --> 00:08:40,000
I'll fax you
the instructions later.

175
00:08:40,708 --> 00:08:42,166
He wants me to bring it.

176
00:08:44,625 --> 00:08:47,083
[car screeches]

177
00:08:53,333 --> 00:08:54,333
Hello?

178
00:08:54,708 --> 00:08:55,875
Octavius?

179
00:08:57,625 --> 00:08:58,833
Where are you?

180
00:08:59,500 --> 00:09:00,500
Show yourself!

181
00:09:03,250 --> 00:09:05,250
[screaming]

182
00:09:06,958 --> 00:09:09,583
Face to face at last.

183
00:09:10,458 --> 00:09:12,458
I trust we're alone.

184
00:09:12,458 --> 00:09:14,708
The FBI promised to stay clear.

185
00:09:14,708 --> 00:09:16,333
Now show me the girl.

186
00:09:17,000 --> 00:09:19,708
Sorry, I don't take requests.

187
00:09:19,708 --> 00:09:21,458
If you've hurt her!

188
00:09:21,458 --> 00:09:23,208
She's in perfect condition.

189
00:09:25,125 --> 00:09:26,708
But as for you...

190
00:09:26,708 --> 00:09:28,208
[Spider-Man] Hands up!

191
00:09:28,208 --> 00:09:29,750
All of them.

192
00:09:29,750 --> 00:09:32,458
[Jameson] Spider-Man,
what are you doing here?

193
00:09:32,458 --> 00:09:35,083
That's simple,
you brought him, didn't you?

194
00:09:35,083 --> 00:09:36,708
Me? I never.

195
00:09:36,708 --> 00:09:38,583
You web-headed foul-up!

196
00:09:38,583 --> 00:09:41,625
Hey, it's nice
to see you too, pickle puss.

197
00:09:51,833 --> 00:09:54,625
You really think
your spider powers

198
00:09:54,625 --> 00:09:58,166
can compare with
the shattering impact

199
00:09:58,166 --> 00:10:01,083
of my unbreakable
hydraulic tentacles?

200
00:10:01,083 --> 00:10:02,333
[Spider-Man] It was a thought.

201
00:10:02,333 --> 00:10:04,083
Don't waste your time thinking.

202
00:10:04,083 --> 00:10:08,875
It may very well be the last
thought you'll ever have.

203
00:10:17,000 --> 00:10:20,000
Your pathetic acrobatics
are no threat to me.

204
00:10:20,000 --> 00:10:21,375
Listen carefully.

205
00:10:21,375 --> 00:10:24,375
Now that I have twice
as many hostages

206
00:10:24,375 --> 00:10:29,000
I want twice the ransom,
and I want it in 24 hours.

207
00:10:37,583 --> 00:10:39,250
You're won't get
rid of me that...

208
00:10:39,875 --> 00:10:40,958
They're gone.

209
00:10:41,625 --> 00:10:43,583
I really blew it this time.

210
00:10:43,583 --> 00:10:45,416
Who asked you to help?

211
00:10:46,458 --> 00:10:49,333
If you'd kept out of it I'd
have my daughter back now.

212
00:10:49,333 --> 00:10:51,500
I don't think he would have
released her, even if we--

213
00:10:51,500 --> 00:10:53,583
Oh, now you're
a mind reader too?

214
00:10:54,083 --> 00:10:56,708
For all I know, you might be
working with that lunatic.

215
00:10:56,708 --> 00:10:58,458
I used to defend
you against Jonah.

216
00:10:58,458 --> 00:11:01,125
Told him the city was
better off because of you.

217
00:11:01,125 --> 00:11:02,625
Maybe I was wrong.

218
00:11:02,625 --> 00:11:04,625
Coming from Robbie, that hurt,

219
00:11:04,625 --> 00:11:06,958
more than anything Octavius'
tentacles could do to me.

220
00:11:07,833 --> 00:11:09,875
The worst part is,
they may be right.

221
00:11:09,875 --> 00:11:12,458
Listen to me,
sinking into self-pity.

222
00:11:12,458 --> 00:11:13,875
That's not gonna get them back.

223
00:11:13,875 --> 00:11:15,375
And if spidey can't do it,

224
00:11:16,458 --> 00:11:18,375
maybe Peter Parker can.

225
00:11:24,583 --> 00:11:26,083
This video just arrived.

226
00:11:29,958 --> 00:11:31,125
[Felicia] Oh.

227
00:11:31,125 --> 00:11:32,708
Felicia.

228
00:11:32,708 --> 00:11:34,333
What's he done to you?

229
00:11:34,333 --> 00:11:35,875
Time's running out.

230
00:11:35,875 --> 00:11:38,458
I'll be calling you
at 10 o'clock.

231
00:11:38,958 --> 00:11:40,291
Two minutes from now.

232
00:11:40,291 --> 00:11:42,333
Robbie, I have to talk to you.

233
00:11:42,333 --> 00:11:43,708
Not now, Peter.

234
00:11:43,708 --> 00:11:45,375
It's about Dr. Octopus.

235
00:11:45,375 --> 00:11:46,708
Listen, kid, we
don't have time--

236
00:11:46,708 --> 00:11:48,125
You don't understand,
I know him.

237
00:11:48,125 --> 00:11:49,458
He was my teacher.

238
00:11:49,458 --> 00:11:51,000
We're professionals.

239
00:11:51,000 --> 00:11:52,458
We know how to deal
with these situations.

240
00:11:52,458 --> 00:11:54,458
But I think I know
how to get to him.

241
00:11:54,458 --> 00:11:57,000
No, no, wait.
let's hear him out.

242
00:11:57,000 --> 00:11:58,875
We're tampering with
the most important

243
00:11:58,875 --> 00:12:00,708
thing in Octavius' life.

244
00:12:00,708 --> 00:12:01,958
Science.

245
00:12:01,958 --> 00:12:03,375
Unless we understand that,

246
00:12:03,375 --> 00:12:04,625
Felicia and Mr. Jameson
will be...

247
00:12:04,625 --> 00:12:06,166
[phone ringing]

248
00:12:06,166 --> 00:12:07,458
Let me talk to him.

249
00:12:10,583 --> 00:12:12,291
Hello, Dr. Octavius?

250
00:12:12,291 --> 00:12:14,083
This is Peter Parker.

251
00:12:14,083 --> 00:12:16,333
I was one of your students
years ago at science camp.

252
00:12:16,333 --> 00:12:17,958
[Octavius]Hmm, Parker?

253
00:12:17,958 --> 00:12:19,708
[Peter] You probably don't
remember me,

254
00:12:19,708 --> 00:12:21,958
but you taught me how
important science is.

255
00:12:21,958 --> 00:12:24,583
I've read every paper
you've published.

256
00:12:24,583 --> 00:12:27,166
Sustained fusion-fission
reactions.

257
00:12:27,166 --> 00:12:28,833
Neurochemical fusion.

258
00:12:28,833 --> 00:12:32,291
[Octavius] What about
fusion potential

259
00:12:32,291 --> 00:12:34,250
of the super-collider?

260
00:12:34,250 --> 00:12:35,708
You never wrote that.

261
00:12:35,708 --> 00:12:37,208
You were testing me,
weren't you?

262
00:12:37,208 --> 00:12:38,875
[Octavius] And you passed.

263
00:12:38,875 --> 00:12:41,500
Do you know about my
cold fusion battery?

264
00:12:41,500 --> 00:12:42,958
Of course.

265
00:12:42,958 --> 00:12:43,958
I'd give anything
to see that battery.

266
00:12:45,833 --> 00:12:48,625
Then you're the perfect one
to bring me the ransom.

267
00:12:48,625 --> 00:12:51,250
And after that,
I'll show it to you.

268
00:12:54,583 --> 00:12:57,000
[Peter] Usually it's
the spider that traps the fly,

269
00:12:57,000 --> 00:12:58,875
not the octopus that
traps the spider.

270
00:12:59,500 --> 00:13:01,375
An abandoned rocket
assembly plant.

271
00:13:01,375 --> 00:13:03,708
What a perfect hideout
for a loony scientist.

272
00:13:04,416 --> 00:13:06,375
-Peter!
-[Jameson] Parker!

273
00:13:07,875 --> 00:13:09,958
Don't worry, everything's
going to be OK.

274
00:13:09,958 --> 00:13:11,833
I'll believe that
when I see it.

275
00:13:14,166 --> 00:13:15,291
Is that the money?

276
00:13:19,000 --> 00:13:20,708
Excellent.

277
00:13:20,708 --> 00:13:24,208
Now, let me show you
the purpose this will serve.

278
00:13:24,208 --> 00:13:26,458
What about Felicia
and Mr. Jameson?

279
00:13:26,458 --> 00:13:29,375
Them, they can hang
around for a while.

280
00:13:29,375 --> 00:13:33,166
Fusion energy,
billions of kilowatts.

281
00:13:33,166 --> 00:13:38,125
Enough power to lift mankind
from the depths of poverty.

282
00:13:38,875 --> 00:13:41,166
A power I will control.

283
00:13:41,750 --> 00:13:45,291
Think of it.
A battery only twice
the size of this

284
00:13:45,291 --> 00:13:48,875
could replace a dozen
nuclear power plants.

285
00:13:48,875 --> 00:13:52,000
Yes, but when you exceed this
size it becomes unstable.

286
00:13:52,000 --> 00:13:54,166
-The last time it--
-You're right, Mr. Parker.

287
00:13:54,166 --> 00:13:55,333
It blew up.

288
00:13:55,333 --> 00:13:57,333
But there was a dividend.

289
00:13:57,333 --> 00:14:00,708
The explosion that
destroyed my laboratory

290
00:14:00,708 --> 00:14:04,875
also welded these
arms to my spine.

291
00:14:04,875 --> 00:14:08,125
A neurologically
augmented exoskeleton.

292
00:14:08,125 --> 00:14:10,333
It responds to my thoughts.

293
00:14:10,333 --> 00:14:14,500
A melding of metal
to flesh and bone.

294
00:14:14,500 --> 00:14:16,000
Incredible.

295
00:14:16,833 --> 00:14:20,333
Reminds me of Flash Thompson,
all hands.

296
00:14:20,333 --> 00:14:23,583
They let me do my work
four times as fast,

297
00:14:23,583 --> 00:14:28,583
and they are the greatest
weapons imaginable.

298
00:14:28,583 --> 00:14:30,750
Dr. Octavius, you've been paid.

299
00:14:30,750 --> 00:14:32,958
Now release
Felicia and Mr. Jameson.

300
00:14:32,958 --> 00:14:34,125
Release them?

301
00:14:34,125 --> 00:14:36,250
Don't insult my intelligence.

302
00:14:36,250 --> 00:14:38,125
But you've got your money.

303
00:14:38,125 --> 00:14:40,958
A good first installment.

304
00:14:40,958 --> 00:14:42,583
You promised to let them go.

305
00:14:42,583 --> 00:14:44,958
What? A broken promise?

306
00:14:46,708 --> 00:14:48,375
Sound familiar?

307
00:14:48,375 --> 00:14:51,000
That's one of the perks
of power, my student.

308
00:14:51,000 --> 00:14:52,708
Listen and learn.

309
00:14:52,708 --> 00:14:54,291
[Peter] I'm no
longer your student,

310
00:14:54,291 --> 00:14:55,750
and there's nothing
more you can teach me.

311
00:14:55,750 --> 00:14:57,083
Oh, no?

312
00:15:02,875 --> 00:15:04,583
[Felicia] Peter!

313
00:15:07,000 --> 00:15:09,458
Even Parker
didn't deserve that.

314
00:15:09,458 --> 00:15:10,875
[sobs] You--

315
00:15:10,875 --> 00:15:13,625
You heartless freak!

316
00:15:13,625 --> 00:15:15,166
Freak?

317
00:15:15,166 --> 00:15:17,875
I'm merely the victim
of an accident,

318
00:15:17,875 --> 00:15:21,125
and anyone
can have an accident.

319
00:15:21,708 --> 00:15:23,000
[Spider-Man] Don't touch her!

320
00:15:24,166 --> 00:15:25,583
Spider-Man!

321
00:15:25,583 --> 00:15:28,000
You're making a career
of interference.

322
00:15:28,000 --> 00:15:29,083
Some career.

323
00:15:29,083 --> 00:15:31,166
No salary, no vacation.

324
00:15:31,166 --> 00:15:33,333
And talk about on-the-job
health hazards.

325
00:15:36,833 --> 00:15:38,375
Clinging to walls won't help.

326
00:15:39,000 --> 00:15:41,958
My tentacles will turn
you into a blood smear.

327
00:15:47,625 --> 00:15:49,458
I've got to find
a way to immobilize

328
00:15:49,458 --> 00:15:50,958
at least some of those arms.

329
00:15:50,958 --> 00:15:52,000
A dynamo.

330
00:15:54,166 --> 00:15:57,000
Dynamos make electricity
by spinning a coil

331
00:15:57,000 --> 00:15:58,583
between the poles
of either a magnet

332
00:15:58,583 --> 00:16:00,083
or an electromagnet.

333
00:16:00,875 --> 00:16:02,250
What's the matter, doc?

334
00:16:02,250 --> 00:16:03,958
Stuck on that dynamo's magnet?

335
00:16:03,958 --> 00:16:05,416
You lamebrain!

336
00:16:05,416 --> 00:16:08,000
You've started
the assembly test line.

337
00:16:09,000 --> 00:16:10,583
When the rocket
engine's overhead,

338
00:16:10,583 --> 00:16:12,708
it will fire on top of us.

339
00:16:14,833 --> 00:16:16,833
Double jeopardy, Spider-Man.

340
00:16:16,833 --> 00:16:19,500
If you manage to
turn off the dynamo

341
00:16:19,500 --> 00:16:22,500
you'll face the full
fury of Dr. Octopus.

342
00:16:22,500 --> 00:16:26,000
And if you don't, perhaps
you'll live long enough

343
00:16:26,000 --> 00:16:28,500
to see your friends'
molecules fry.

344
00:16:28,500 --> 00:16:30,291
Well that's what
I love about life.

345
00:16:30,291 --> 00:16:31,416
Choices.

346
00:16:42,958 --> 00:16:44,625
Hurry!

347
00:16:44,625 --> 00:16:46,416
[Spider-Man] I'm going as
fast as I can, Miss Hardy.

348
00:16:47,583 --> 00:16:50,083
How does it feel to
know that you could

349
00:16:50,083 --> 00:16:54,208
change things, Spider-Man,
but be helpless to do so?

350
00:16:54,208 --> 00:16:55,375
[Spider-Man] About
as bad as I'd feel

351
00:16:55,375 --> 00:16:56,875
if I had a name like Doc Oc.

352
00:17:01,833 --> 00:17:03,333
An electromagnet!

353
00:17:03,333 --> 00:17:04,458
If i can just
find the controls.

354
00:17:05,416 --> 00:17:08,083
[Octavius] Let me give you
a few last thoughts
to contemplate

355
00:17:08,083 --> 00:17:10,250
before I put
an end to your puny--

356
00:17:10,250 --> 00:17:12,250
I really hate to interrupt
a megalomaniac

357
00:17:12,250 --> 00:17:15,291
when he's on a roll,
but here's web in your eyes.

358
00:17:18,875 --> 00:17:20,166
Come on, drop me.

359
00:17:20,166 --> 00:17:21,166
Come on!

360
00:17:24,166 --> 00:17:25,458
Perfect.

361
00:17:25,458 --> 00:17:27,083
Now if I can just
get Oc over here.

362
00:17:27,083 --> 00:17:28,750
[groaning]

363
00:17:31,708 --> 00:17:33,625
You six-armed neanderthal.

364
00:17:33,625 --> 00:17:36,333
Why don't you get over here
and fight like an octopus?

365
00:17:37,375 --> 00:17:39,291
No fool am I, Spider-Man.

366
00:17:39,291 --> 00:17:43,166
I won't fall for
the same trick twice.

367
00:17:43,166 --> 00:17:48,166
Besides, I can wait,
unlike your friends.

368
00:17:51,708 --> 00:17:54,000
[computer beeping]

369
00:17:55,958 --> 00:17:58,333
[alarm blares]

370
00:17:58,333 --> 00:17:59,375
[screaming]

371
00:18:00,708 --> 00:18:01,708
Spider-Man!

372
00:18:01,708 --> 00:18:03,500
Do something!

373
00:18:03,500 --> 00:18:05,208
[Spider-Man] Octavius is right.

374
00:18:05,208 --> 00:18:07,458
I'll never get past him
to shut off that dynamo.

375
00:18:07,458 --> 00:18:08,458
Unless...

376
00:18:09,625 --> 00:18:11,375
Get away from that.

377
00:18:11,375 --> 00:18:12,875
[Spider-Man] Tell you what,
let's make a trade.

378
00:18:12,875 --> 00:18:15,458
My friends for
your life's work.

379
00:18:17,291 --> 00:18:18,333
[snarls]

380
00:18:25,875 --> 00:18:27,500
[snarls]

381
00:18:30,333 --> 00:18:32,000
It worked like a charm.

382
00:18:32,000 --> 00:18:33,458
[Felicia screaming]

383
00:18:41,500 --> 00:18:42,500
[gasp]

384
00:18:43,416 --> 00:18:44,416
Hang on!

385
00:18:45,333 --> 00:18:47,375
[Jameson screaming]

386
00:18:54,000 --> 00:18:56,416
[engine whirring off]

387
00:18:56,416 --> 00:18:59,625
Oh, how can I ever thank you?

388
00:18:59,625 --> 00:19:01,875
Well this seems like
a pretty good way.

389
00:19:01,875 --> 00:19:03,458
Oh, no, Peter!

390
00:19:09,291 --> 00:19:10,458
Peter!

391
00:19:13,125 --> 00:19:14,125
Peter!

392
00:19:14,125 --> 00:19:15,416
Peter!

393
00:19:15,416 --> 00:19:16,416
Peter?

394
00:19:16,416 --> 00:19:18,500
[Peter groaning]

395
00:19:21,375 --> 00:19:22,625
Are you OK?

396
00:19:22,625 --> 00:19:24,458
Sure, fine.

397
00:19:24,458 --> 00:19:25,875
Some date, huh?

398
00:19:25,875 --> 00:19:27,583
That's one way of putting it.

399
00:19:27,583 --> 00:19:30,000
You wanna give it another try?

400
00:19:30,000 --> 00:19:32,958
Well Parker, you have
to understand something.

401
00:19:32,958 --> 00:19:34,833
I don't usually
allow myself to be

402
00:19:34,833 --> 00:19:36,708
taken hostage on a first date.

403
00:19:36,708 --> 00:19:38,333
I respect that.

404
00:19:44,250 --> 00:19:46,583
[lightning]

405
00:19:46,583 --> 00:19:50,583
Stone walls do
not a prison make,

406
00:19:50,583 --> 00:19:53,625
nor iron bars a cage.

407
00:19:53,625 --> 00:19:57,500
Not against
the genius of Dr. Octopus.

408
00:19:57,500 --> 00:20:00,000
[maniacal laughter]

409
00:20:05,625 --> 00:20:08,500
[theme music playing]

410
00:20:10,958 --> 00:20:14,083
♪ Spider-Man Spider-Man ♪

411
00:20:14,083 --> 00:20:18,458
♪ Radioactive Spider-Man ♪

412
00:20:26,708 --> 00:20:28,750
♪ Spider blood, spider blood ♪

413
00:20:28,750 --> 00:20:30,958
♪ Radioactive spider blood ♪

414
00:20:30,958 --> 00:20:32,750
♪ Spider blood, spider blood ♪

415
00:20:32,750 --> 00:20:35,250
♪ Spider-Man ♪