[theme music playing]
♪ 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 ♪
You know, Parker, you're unpredictable.
This is not the direction I want us to go.
But I thought you lived this way.
[Felicia] No, I mean direction in life, Parker.
I don't want us to start dating.
[Peter] Well what's wrong with us dating?
We study together all the time.
That's different.
That's because I need your help in science.
You're the only man I know
who can remember everything about protons
and neutrons and alpha rays and gamma rays.
I guess I simply glow on the subject of radiation.
I don't know why, it must be in my blood.
Precisely. You're a natural student.
But dinner with you would be a date
and dates are for boyfriends.
Please don't be offended, Parker.
But, Felicia, why can't you think of me as a boyfriend?
[Peter thinking] Spider sense, danger.
I have enough men asking me out
but a good tutor, that's hard to find.
Parker?
Peter?
He walked away from me.
Who does he think he is?
[Peter] After being rejected all evening by Felicia,
it sure pulls through the old spirits
to finally get into a little action.
Now, who is that little creep?
Some mugger after my money?
Heck, if I could find any on me, I'd split it with him.
Well it shouldn't be too hard to keep him in sight.
-[exploding] -Whoa!
I should have stuck with Felicia!
[web whipping]
[mimicking kissing]
Web fluid, I love you.
If those explosions were accidental,
then I'm the Human Torch.
Aha, just as I thought.
They don't look like they're headed for night school.
It's not nice to rob jewelry stores in Mr. Spider-man's neighborhood.
Can you say, "I'm going to jail"?
[robber] He has the jewelry.
Who cares?
Let's get out of here!
[Peter] Well if it isn't a meeting
of the diamond lovers of America.
[robber] It's Spider-man!
[Peter] What? Spider-Man?
Where, where?
Oh, I just get so flustered when I meet a celebrity.
I just don't know what to say.
How about you just say goodbye?
[Peter] I'm way ahead of you.
[robber] Stay still, will you?
[Peter] Actually no.
[shouting] [robber] Get him!
It's three against one!
[Peter] As far as I'm concerned,
that means you're outnumbered.
Good thing I remembered to set this up ahead of time.
I hate to use so much expensive webbing
on yo-yo's like them.
Too bad that little troll got away.
I wonder who he was.
Peter, these photos are terrific.
In all my years as editor,
I've never known a photographer as resourceful as you.
Oh thanks, Mr. Robertson.
I don't know how you get these shots.
Me neither.
You're always in just the right place
at just the right time.
Tell me, Parker.
What's your secret?
A good telephoto lens and a lot of luck I guess.
That so?
Sure there isn't something else
that you wanna tell us?
Well, I'd like to get my paycheck today,
if you don't mind.
Parker, you really tick me off.
I'll find out how a young squirt like you
gets those photos sooner or later.
Better make it later. Bye!
[Peter thinking] He's got no use for me,
he hates Spider-man.
I'll bet he can't even stand himself.
Although that would make sense.
[elevator bell dings]
Well what do you know?
The little creep.
Sorry, he almost spotted me last night.
I just ain't had any breaks tailing that Parker kid.
Gargan, you're worthless.
Ah gee, Mr. Jameson, don't call me names.
People have been making fun of me all my life.
Yeah.
I can see why.
Parker must know Spider-man.
That has to be how he gets those photos.
How hard could it be to follow him
to Spider-man's hideout?
So that's what old fuzz head is up to.
Is this a private party or can any wall crawler join?
Hey, what do you think you're doing?
I got a message for your pal, Parker.
Tell him if I catch him following me again,
snapping his little pictures,
I'm gonna do this to him
and that's if I'm in a good mood.
As for you, prune face, get off my case, you hear?
[male] I'm warning you, Jameson.
Get off my case, or else.
[gun firing]
[Peter] Mr. Jameson.
Huh?
Yeah, I hear you.
Wonderful.
Til next time, kiddies.
That ought to throw flat top off the trail.
It won't happen again.
That spider freak making me look ridiculous.
People are always trying to make me look ridiculous.
You are ridiculous, Gargan.
But how would you like to get back at him
and make a real name for yourself?
Me, get back at Spider-man?
I'd kill for the chance.
Then you're on.
I've one trick up my sleeve
that will get that wall crawling wimp
out of my hair forever.
Give me the genetics lab at Empire State University.
I wanna talk to Professor Stillwell.
[Farley] I made all the preparations.
So this is the neogenic recombinator.
Yes.
And this is the battle suit.
Beautiful, isn't it?
It ought to be considering what I paid for it.
All right, let's get going.
[whirring]
Doc, what are you doing to me?
I feel strange.
Easy, it's the radiation.
Radiation? Ain't that stuff dangerous?
Not for someone with your limited intelligence.
Gargan, this is what you said you wanted.
Don't chicken out on me now.
I ain't no chicken, Mr. Jameson.
I just gotta know what's going on.
Stop, stop!
Stillwell, what's wrong with him?
He'll be OK.
The neogenic recombinator is restructuring Gargan's DNA
to match the genetic code of a scorpion.
I chose to use a scorpion because it's a natural predator
of the spider, see?
It's working.
[whirring]
Spider-man will at last meet his match.
[growling]
This is J3 Bravo.
I got a spider sighting.
Heading due south.
I copy that, J3 Bravo.
We finally found him, Mr. Jameson.
Oh, man, I've got three science papers due Friday,
I have to study all night for a big exam
and I'm still batting zero with Felicia.
[Jameson] Get ready, Scorpion.
I hear you.
If I didn't have web swinging to help me relax,
I'd be wound up tighter than--
Now what?
Who the heck are you?
A real hero, you freak!
This is a joke, right?
Whoa! This is not a joke.
If you wanna join the Fantastic Four,
you're in the wrong place.
Highly corrosive acid.
Why do I get the feeling he's not into male bonding?
Where'd he go?
Look, I'm stronger and faster than you.
[laughing]
[shouting]
Gotta get this creep away from these busy streets
before some innocent bystander gets hurt.
Hey, pal, let's go talk this over some place
where it's just you and me.
[laughing]
That's it, Gargan!
Don't let up, get him!
Who's doing this fight, me or you?
[Peter] Who are you talking to?
Wouldn't you like to know?
[laughing]
[shouting]
[man] Oh, my God!
You're dead meat, little man!
[grunting]
Go, go! Get him!
No, you're doing it all wrong!
Did you expect your crummy webs to stop me?
The thought had crossed my mind.
[yelling]
Yes!
Good move! Excellent!
[laughing]
-[screaming] -[man] Look out!
[Peter groaning]
[laughing]
How about that?
I beat Spider-man!
Taken out by the one, the only, Scorpion!
Quit stalling, Gargan! Unmask him!
What's happening to me?
No, no!
What are you waiting for?
Unmask him now?
I've become a freak, a monster!
Lower me down. I'll unmask him myself.
[Scorpion] You tricked me!
You never said this would happen.
[Jameson] What are you doing?
What do you think?
Getting as much distance from that lunatic as possible.
No, go down, go down!
I am, when I get back to base.
Fire me if you want to but I have a family to think about.
[sirens blaring]
Jonah, check the main feed.
Oh, no.
[yelling]
What have I done?
You? What do you mean?
Robbie, I helped create that thing.
You what? Why would you do such a thing?
I did it for Julia, my wife.
Years ago, a crime boss wanted me
to back off a story but I refused.
One night, a man came after me.
A man in a mask.
He aimed at me, but he hit her.
Now I've sworn to keep this city safe
from people who hide behind masks
and think that they're above the law.
That's exactly what your creation is doing.
You've got to stop him.
You're right, Robbie.
I made a horrible mistake.
Every bone in my body is killing me.
I'd love to rest up but I've gotta find that
green goon before he levels all of Manhattan.
Stillwell, do something!
Gargan's going berserk!
I know.
The genetic realignment is making him mentally unstable.
Professor Connors was right.
Neogenics is too experimental, too dangerous
to use on a human being.
[crumbling]
Stillwell, fix me!
Make me like I was!
I can't.
The process is regenerating exponentially
like a nuclear chain reaction.
It's too far out of control.
Not again.
[groaning]
You lying...
[crashing]
You, this is your fault!
You want me to stay this way
so I can destroy Spider-man!
Ah, Gargan, what are you doing?
I'm gonna let you live just long enough
to find out.
[Officer] Can we get a shot at him?
[Officer 2] Negative, he's got a hostage.
Stay back!
No, really, Aunt May.
Everything's OK.
I just won't be home for lunch.
But, Peter, I've invited Anna Watson's niece, Mary Jane.
Oh, right.
I'm sorry, I forgot.
I can't make it home right now.
The traffic, it's terrible.
In fact, it's really crawling.
Look, Aunt May, I've really gotta go.
All right dear, but don't stay out too late.
You sound like you're catching a bug.
[Peter] I certainly hope so.
What?
Nothing, Aunt May. I'll be careful. Bye.
Did I just see Joe Jameson with the Scorpion
or should I start wearing glasses again?
That's the Oscorp nuclear reactor.
Why are you heading there?
'Cause radiation made me this way
and I'm gonna use it to change me back
into who I was.
I'll punch a hole inside, get at the radiation.
I think it's in the middle somewhere.
[growling]
Gargan, you're insane!
You'll unleash radiation on the whole city!
Not my problem, pal.
And quit calling me names.
Green ball in the center pocket.
I'd ask what you're doing here, Jameson,
but something tells me I don't wanna know.
A nuclear reactor?
Why don't villains ever pick bakeries to invade?
[screaming]
[cracking]
[alarm blaring]
Uh-oh. What's that alarm?
Scorpion just activated the neutron absorbing control rods
behind that door.
Now they're automatically being removed
from the nuclear chamber.
They control the rate of the chain reaction
inside the reactor.
Without them, the nuclear fission
in the chamber increases.
If we don't get them back in, then the heat
will make that thing blow
and we'll all turn into walking night lights.
How can we stop it?
[Peter] The console, the red button.
I'll bet my web shooter that's the emergency shutdown.
Trust me, it's always the red button.
What do you know about stuff like this?
Hey, who do I look like? The Tick?
[slamming]
Gotta get to the core.
[groaning]
[Peter] Hold it, Scorpy.
You don't realize what you're doing.
Oh yeah? I'm doing this!
[beeping]
What were you up to?
You heard the man.
I've got to hit that red button
or the reactor will melt down
and the city will be destroyed by radiation.
Who cares?
Long as I get what I'm after.
[screaming]
Look, if we continue
to meet like this, tongues will begin to wag.
[shouting]
[slamming]
What are you made of, adamantium?
I'm gonna crush you now.
Oh yeah? It just so happens I like to start each day
with a warm hug.
Who am I kidding?
Everything's going black.
-[striking] -[groaning]
You gotta be nuts, mister.
Why would you risk your puny life to save his?
Because you're a greater evil
and heaven help me, he's the only one
who can stop you.
Huh, did I hear right?
J. Jonah Jameson's on my side?
He can't stop me if I squash him first!
Scorpion! You're nothing but a worm, an insect,
a silly sap.
I told you before.
Don't call me names!
Now this gives me an idea.
So you don't like names, huh?
Well that's too bad, frog face,
'cause to me, you're nothing but a two bit,
no account, second rate, sewer breathed baboon
with the brain of a pigeon and the face of an eel!
Stop it!
[zapping]
[whirring]
Jameson, get down!
[groaning]
Oh, my aching head.
[Peter] Hey buster, I'm hurting more than you.
I'm suffering from double vision.
Get it, double vision?
I knew I never should've left Brooklyn.
[Peter] Oh never mind.
Thanks, JJ, for backing me up.
I guess things will be different
between us now, huh?
No way.
This doesn't change a thing between us.
I still won't rest until you've been unmasked
and eliminated.
Fair enough, pickle puss.
And I won't rest until you shave that stupid mustache
so we're even.
Oh, and fuzz head.
Thanks for saving my life.
[groaning]
Jameson saving me is like Moriarty
saving Sherlock Holmes.
Life sure is full of surprises.
Well, Stillwell's in the hospital.
Scorpion's in jail.
Old Jonah's probably writing a nasty editorial
against Spider-man.
[tires squealing]
Well, at least things ought to be quiet for a while.
Hey!
Parker, I've been looking all over for you.
You know, you really made me angry the other night,
-walking away like that, but-- -But?
I guess you were trying to tell me
that sometimes I'm a little difficult.
I can deal with that.
You know, Parker, you're unpredictable.
I find that interesting.
No kidding.
Does this mean we can have dinner together?
No, maybe lunch. Ciao.
Maybe lunch?
I think she's starting to like me.
Yep, life's definitely full of surprises.
[theme music playing]
♪ Spider-man Spider-man ♪
♪ Radioactive Spider-man ♪
♪ Spider blood spider blood ♪
♪ Radioactive spider blood ♪
♪ Spider blood spider blood ♪
♪ Spider-man ♪