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

2
00:00:09,583 --> 00:00:13,458
♪ Spider-man, Spider-man ♪

3
00:00:13,458 --> 00:00:17,458
♪ Radioactive Spider-man ♪

4
00:00:17,458 --> 00:00:21,416
♪ Spider-man, Spider-man ♪

5
00:00:21,416 --> 00:00:25,458
♪ Radioactive Spider-man ♪

6
00:00:25,458 --> 00:00:29,375
♪ Spider-man, Spider-man ♪

7
00:00:29,375 --> 00:00:33,208
♪ Radioactive Spider-man ♪

8
00:00:39,625 --> 00:00:41,625
♪ Spider blood, spider blood ♪

9
00:00:41,625 --> 00:00:43,875
♪ Radioactive spider blood ♪

10
00:00:43,875 --> 00:00:45,708
♪ Spider blood, spider blood ♪

11
00:00:45,708 --> 00:00:48,458
♪ Radioactive spider blood ♪

12
00:00:55,958 --> 00:00:59,875
♪ Spider-man, Spider-man ♪

13
00:01:05,708 --> 00:01:08,250
You know, Parker,
you're unpredictable.

14
00:01:08,708 --> 00:01:11,250
This is not the direction
I want us to go.

15
00:01:11,250 --> 00:01:12,958
But I thought
you lived this way.

16
00:01:12,958 --> 00:01:16,583
[Felicia] No, I mean
direction in life, Parker.

17
00:01:16,583 --> 00:01:18,583
I don't want us
to start dating.

18
00:01:19,208 --> 00:01:21,291
[Peter] Well what's
wrong with us dating?

19
00:01:21,291 --> 00:01:22,750
We study together all the time.

20
00:01:22,750 --> 00:01:24,416
That's different.

21
00:01:24,416 --> 00:01:27,333
That's because I need
your help in science.

22
00:01:27,333 --> 00:01:29,166
You're the only man I know

23
00:01:29,166 --> 00:01:31,208
who can remember
everything about protons

24
00:01:31,208 --> 00:01:34,875
and neutrons and alpha
rays and gamma rays.

25
00:01:34,875 --> 00:01:37,708
I guess I simply glow on
the subject of radiation.

26
00:01:37,708 --> 00:01:40,083
I don't know why, it
must be in my blood.

27
00:01:40,083 --> 00:01:42,583
Precisely.
You're a natural student.

28
00:01:42,583 --> 00:01:44,708
But dinner with
you would be a date

29
00:01:44,708 --> 00:01:46,583
and dates are for boyfriends.

30
00:01:46,583 --> 00:01:48,458
Please don't be
offended, Parker.

31
00:01:48,458 --> 00:01:52,458
But, Felicia, why can't you
think of me as a boyfriend?

32
00:01:52,458 --> 00:01:54,375
[Peter thinking]
Spider sense, danger.

33
00:01:54,375 --> 00:01:56,291
I have enough men asking me out

34
00:01:56,291 --> 00:01:59,583
but a good tutor,
that's hard to find.

35
00:02:00,875 --> 00:02:01,875
Parker?

36
00:02:02,166 --> 00:02:03,458
Peter?

37
00:02:03,875 --> 00:02:05,375
He walked away from me.

38
00:02:05,375 --> 00:02:07,000
Who does he think he is?

39
00:02:08,708 --> 00:02:10,708
[Peter] After being rejected
all evening by Felicia,

40
00:02:10,708 --> 00:02:12,583
it sure pulls through
the old spirits

41
00:02:12,583 --> 00:02:13,708
to finally get into
a little action.

42
00:02:13,708 --> 00:02:15,958
Now, who is that little creep?

43
00:02:15,958 --> 00:02:17,833
Some mugger after my money?

44
00:02:17,833 --> 00:02:19,583
Heck, if I could find any
on me, I'd split it with him.

45
00:02:19,583 --> 00:02:21,583
Well it shouldn't be too
hard to keep him in sight.

46
00:02:21,583 --> 00:02:23,583
-[exploding]
-Whoa!

47
00:02:28,125 --> 00:02:30,208
I should have
stuck with Felicia!

48
00:02:34,833 --> 00:02:36,208
[web whipping]

49
00:02:41,083 --> 00:02:42,333
[mimicking kissing]

50
00:02:42,333 --> 00:02:45,083
Web fluid, I love you.

51
00:02:45,083 --> 00:02:47,000
If those explosions
were accidental,

52
00:02:47,000 --> 00:02:48,833
then I'm the Human Torch.

53
00:02:48,833 --> 00:02:50,583
Aha, just as I thought.

54
00:02:50,583 --> 00:02:53,583
They don't look like they're
headed for night school.

55
00:02:59,250 --> 00:03:02,333
It's not nice to rob
jewelry stores in
Mr. Spider-man's neighborhood.

56
00:03:02,333 --> 00:03:05,000
Can you say,
"I'm going to jail"?

57
00:03:05,000 --> 00:03:06,208
[robber] He has the jewelry.

58
00:03:06,208 --> 00:03:07,458
Who cares?

59
00:03:07,458 --> 00:03:08,833
Let's get out of here!

60
00:03:08,833 --> 00:03:10,166
[Peter] Well if
it isn't a meeting

61
00:03:10,166 --> 00:03:11,875
of the diamond
lovers of America.

62
00:03:11,875 --> 00:03:13,166
[robber] It's Spider-man!

63
00:03:13,166 --> 00:03:14,750
[Peter] What?
Spider-Man?

64
00:03:14,750 --> 00:03:16,458
Where, where?

65
00:03:16,458 --> 00:03:19,333
Oh, I just get so flustered
when I meet a celebrity.

66
00:03:19,333 --> 00:03:20,583
I just don't know what to say.

67
00:03:20,583 --> 00:03:22,583
How about you just say goodbye?

68
00:03:25,250 --> 00:03:26,583
[Peter] I'm way ahead of you.

69
00:03:28,333 --> 00:03:29,625
[robber] Stay still, will you?

70
00:03:30,875 --> 00:03:32,291
[Peter] Actually no.

71
00:03:34,375 --> 00:03:36,500
[shouting]
[robber] Get him!

72
00:03:36,500 --> 00:03:38,083
It's three against one!

73
00:03:38,083 --> 00:03:39,250
[Peter]
As far as I'm concerned,

74
00:03:39,250 --> 00:03:41,166
that means you're outnumbered.

75
00:03:44,958 --> 00:03:47,583
Good thing I remembered to
set this up ahead of time.

76
00:03:49,333 --> 00:03:50,708
I hate to use so much
expensive webbing

77
00:03:50,708 --> 00:03:52,375
on yo-yo's like them.

78
00:03:52,375 --> 00:03:54,458
Too bad that
little troll got away.

79
00:03:55,250 --> 00:03:56,500
I wonder who he was.

80
00:03:58,750 --> 00:04:00,750
Peter, these photos
are terrific.

81
00:04:00,958 --> 00:04:02,833
In all my years as editor,

82
00:04:02,833 --> 00:04:05,416
I've never known a photographer
as resourceful as you.

83
00:04:05,416 --> 00:04:06,750
Oh thanks, Mr. Robertson.

84
00:04:06,750 --> 00:04:08,458
I don't know how
you get these shots.

85
00:04:08,458 --> 00:04:09,750
Me neither.

86
00:04:09,750 --> 00:04:12,125
You're always in
just the right place

87
00:04:12,125 --> 00:04:14,875
at just the right time.

88
00:04:14,875 --> 00:04:16,250
Tell me, Parker.

89
00:04:16,250 --> 00:04:18,083
What's your secret?

90
00:04:18,083 --> 00:04:21,416
A good telephoto lens
and a lot of luck I guess.

91
00:04:21,416 --> 00:04:22,333
That so?

92
00:04:23,250 --> 00:04:24,708
Sure there isn't something else

93
00:04:24,708 --> 00:04:26,208
that you wanna tell us?

94
00:04:26,208 --> 00:04:28,000
Well, I'd like to get my
paycheck today,

95
00:04:28,000 --> 00:04:29,166
if you don't mind.

96
00:04:29,166 --> 00:04:31,208
Parker, you really tick me off.

97
00:04:31,208 --> 00:04:33,583
I'll find out how
a young squirt like you

98
00:04:33,583 --> 00:04:37,208
gets those photos
sooner or later.

99
00:04:37,958 --> 00:04:39,750
Better make it later.
Bye!

100
00:04:41,708 --> 00:04:43,125
[Peter thinking] He's got no
use for me,

101
00:04:43,125 --> 00:04:44,750
he hates Spider-man.

102
00:04:44,750 --> 00:04:46,583
I'll bet he can't
even stand himself.

103
00:04:46,583 --> 00:04:48,375
Although
that would make sense.

104
00:04:48,375 --> 00:04:49,416
[elevator bell dings]

105
00:04:52,458 --> 00:04:53,708
Well what do you know?

106
00:04:53,708 --> 00:04:55,000
The little creep.

107
00:04:56,333 --> 00:04:59,583
Sorry, he almost
spotted me last night.

108
00:04:59,583 --> 00:05:02,583
I just ain't had any breaks
tailing that Parker kid.

109
00:05:02,583 --> 00:05:04,625
Gargan, you're worthless.

110
00:05:04,625 --> 00:05:07,291
Ah gee, Mr. Jameson,
don't call me names.

111
00:05:07,291 --> 00:05:09,833
People have been making
fun of me all my life.

112
00:05:09,833 --> 00:05:10,875
Yeah.

113
00:05:10,875 --> 00:05:12,708
I can see why.

114
00:05:12,708 --> 00:05:14,875
Parker must know Spider-man.

115
00:05:14,875 --> 00:05:17,625
That has to be how
he gets those photos.

116
00:05:17,625 --> 00:05:19,458
How hard could it
be to follow him

117
00:05:19,458 --> 00:05:21,125
to Spider-man's hideout?

118
00:05:21,125 --> 00:05:23,000
So that's what
old fuzz head is up to.

119
00:05:24,375 --> 00:05:27,625
Is this a private party or
can any wall crawler join?

120
00:05:27,625 --> 00:05:28,958
Hey, what do you
think you're doing?

121
00:05:32,958 --> 00:05:35,500
I got a message
for your pal, Parker.

122
00:05:35,500 --> 00:05:37,625
Tell him if I catch him
following me again,

123
00:05:37,625 --> 00:05:39,333
snapping his little pictures,

124
00:05:39,333 --> 00:05:41,250
I'm gonna do this to him

125
00:05:41,250 --> 00:05:43,083
and that's if I'm in
a good mood.

126
00:05:43,083 --> 00:05:47,166
As for you, prune face,
get off my case, you hear?

127
00:05:47,833 --> 00:05:49,708
[male]
I'm warning you, Jameson.

128
00:05:49,708 --> 00:05:52,166
Get off my case, or else.

129
00:05:56,250 --> 00:05:57,625
[gun firing]

130
00:05:57,625 --> 00:05:59,166
[Peter] Mr. Jameson.

131
00:05:59,291 --> 00:06:00,458
Huh?

132
00:06:00,458 --> 00:06:01,750
Yeah, I hear you.

133
00:06:01,750 --> 00:06:02,750
Wonderful.

134
00:06:02,750 --> 00:06:04,416
Til next time, kiddies.

135
00:06:06,166 --> 00:06:08,875
That ought to throw
flat top off the trail.

136
00:06:08,875 --> 00:06:10,375
It won't happen again.

137
00:06:14,250 --> 00:06:18,166
That spider freak making
me look ridiculous.

138
00:06:18,166 --> 00:06:21,333
People are always trying
to make me look ridiculous.

139
00:06:21,333 --> 00:06:23,291
You are ridiculous, Gargan.

140
00:06:23,291 --> 00:06:25,875
But how would you like
to get back at him

141
00:06:25,875 --> 00:06:28,583
and make a real
name for yourself?

142
00:06:28,583 --> 00:06:31,125
Me, get back at Spider-man?

143
00:06:31,125 --> 00:06:33,458
I'd kill for the chance.

144
00:06:33,458 --> 00:06:34,958
Then you're on.

145
00:06:34,958 --> 00:06:36,500
I've one trick up my sleeve

146
00:06:36,500 --> 00:06:38,875
that will get that
wall crawling wimp

147
00:06:38,875 --> 00:06:41,333
out of my hair forever.

148
00:06:41,333 --> 00:06:44,500
Give me the genetics lab
at Empire State University.

149
00:06:44,500 --> 00:06:46,708
I wanna talk to
Professor Stillwell.

150
00:06:47,750 --> 00:06:50,000
[Farley] I made all
the preparations.

151
00:06:50,000 --> 00:06:53,833
So this is
the neogenic recombinator.

152
00:06:53,833 --> 00:06:55,000
Yes.

153
00:06:55,000 --> 00:06:57,708
And this is the battle suit.

154
00:06:57,708 --> 00:06:59,458
Beautiful, isn't it?

155
00:06:59,458 --> 00:07:02,291
It ought to be considering
what I paid for it.

156
00:07:02,291 --> 00:07:04,000
All right, let's get going.

157
00:07:08,625 --> 00:07:10,083
[whirring]

158
00:07:13,125 --> 00:07:15,083
Doc, what are you doing to me?

159
00:07:15,083 --> 00:07:16,416
I feel strange.

160
00:07:16,416 --> 00:07:18,708
Easy, it's the radiation.

161
00:07:18,708 --> 00:07:21,250
Radiation?
Ain't that stuff dangerous?

162
00:07:21,250 --> 00:07:23,708
Not for someone with your
limited intelligence.

163
00:07:23,708 --> 00:07:25,750
Gargan, this is what
you said you wanted.

164
00:07:25,750 --> 00:07:27,625
Don't chicken out on me now.

165
00:07:28,291 --> 00:07:29,750
I ain't no chicken,
Mr. Jameson.

166
00:07:29,750 --> 00:07:31,000
I just gotta know
what's going on.

167
00:07:31,000 --> 00:07:32,375
Stop, stop!

168
00:07:32,375 --> 00:07:33,458
Stillwell, what's
wrong with him?

169
00:07:33,458 --> 00:07:35,291
He'll be OK.

170
00:07:35,291 --> 00:07:38,416
The neogenic recombinator is
restructuring Gargan's DNA

171
00:07:38,416 --> 00:07:41,000
to match the genetic
code of a scorpion.

172
00:07:41,000 --> 00:07:44,458
I chose to use a scorpion
because it's a natural predator

173
00:07:44,458 --> 00:07:46,208
of the spider, see?

174
00:07:46,208 --> 00:07:48,000
It's working.

175
00:07:50,000 --> 00:07:51,291
[whirring]

176
00:07:52,583 --> 00:07:56,708
Spider-man will at
last meet his match.

177
00:07:57,291 --> 00:07:59,083
[growling]

178
00:08:04,875 --> 00:08:06,458
This is J3 Bravo.

179
00:08:06,458 --> 00:08:07,625
I got a spider sighting.

180
00:08:07,625 --> 00:08:08,833
Heading due south.

181
00:08:10,625 --> 00:08:12,333
I copy that, J3 Bravo.

182
00:08:12,333 --> 00:08:14,333
We finally found him,
Mr. Jameson.

183
00:08:14,333 --> 00:08:17,500
Oh, man, I've got three
science papers due Friday,

184
00:08:17,500 --> 00:08:19,583
I have to study all
night for a big exam

185
00:08:19,583 --> 00:08:22,083
and I'm still batting
zero with Felicia.

186
00:08:23,583 --> 00:08:25,000
[Jameson] Get ready, Scorpion.

187
00:08:25,000 --> 00:08:26,708
I hear you.

188
00:08:26,708 --> 00:08:28,750
If I didn't have web
swinging to help me relax,

189
00:08:28,750 --> 00:08:30,250
I'd be wound up tighter than--

190
00:08:30,250 --> 00:08:31,416
Now what?

191
00:08:39,875 --> 00:08:41,000
Who the heck are you?

192
00:08:41,000 --> 00:08:44,416
A real hero, you freak!

193
00:08:44,416 --> 00:08:46,083
This is a joke, right?

194
00:08:47,083 --> 00:08:48,458
Whoa! This is not a joke.

195
00:08:48,458 --> 00:08:49,583
If you wanna join
the Fantastic Four,

196
00:08:49,583 --> 00:08:51,125
you're in the wrong place.

197
00:08:53,291 --> 00:08:55,125
Highly corrosive acid.

198
00:08:55,125 --> 00:08:57,875
Why do I get the feeling
he's not into male bonding?

199
00:08:57,875 --> 00:08:59,416
Where'd he go?

200
00:08:59,416 --> 00:09:03,583
Look, I'm stronger
and faster than you.

201
00:09:03,583 --> 00:09:05,125
[laughing]

202
00:09:06,625 --> 00:09:08,166
[shouting]

203
00:09:12,875 --> 00:09:15,000
Gotta get this creep
away from these busy streets

204
00:09:15,000 --> 00:09:17,458
before some innocent
bystander gets hurt.

205
00:09:17,458 --> 00:09:20,166
Hey, pal, let's go talk
this over some place

206
00:09:20,166 --> 00:09:21,708
where it's just you and me.

207
00:09:23,583 --> 00:09:24,458
[laughing]

208
00:09:30,458 --> 00:09:31,583
That's it, Gargan!

209
00:09:31,583 --> 00:09:33,416
Don't let up, get him!

210
00:09:34,250 --> 00:09:36,291
Who's doing this fight,
me or you?

211
00:09:36,291 --> 00:09:38,000
[Peter] Who are you talking to?

212
00:09:38,000 --> 00:09:40,416
Wouldn't you like to know?

213
00:09:40,416 --> 00:09:41,958
[laughing]

214
00:09:43,958 --> 00:09:45,250
[shouting]

215
00:09:48,125 --> 00:09:49,333
[man] Oh, my God!

216
00:09:50,416 --> 00:09:53,000
You're dead meat, little man!

217
00:09:55,416 --> 00:09:56,625
[grunting]

218
00:09:59,125 --> 00:10:01,625
Go, go! Get him!

219
00:10:06,583 --> 00:10:09,583
No, you're doing it all wrong!

220
00:10:09,583 --> 00:10:14,583
Did you expect your
crummy webs to stop me?

221
00:10:14,583 --> 00:10:16,625
The thought
had crossed my mind.

222
00:10:16,625 --> 00:10:18,625
[yelling]

223
00:10:22,583 --> 00:10:24,333
Yes!

224
00:10:24,333 --> 00:10:26,125
Good move!
Excellent!

225
00:10:32,458 --> 00:10:33,625
[laughing]

226
00:10:50,250 --> 00:10:51,291
-[screaming]
-[man] Look out!

227
00:10:53,291 --> 00:10:54,333
[Peter groaning]

228
00:10:56,208 --> 00:10:57,500
[laughing]

229
00:10:59,708 --> 00:11:01,458
How about that?

230
00:11:01,458 --> 00:11:04,333
I beat Spider-man!

231
00:11:04,583 --> 00:11:09,958
Taken out by the one,
the only, Scorpion!

232
00:11:09,958 --> 00:11:12,583
Quit stalling, Gargan!
Unmask him!

233
00:11:20,166 --> 00:11:21,750
What's happening to me?

234
00:11:21,750 --> 00:11:23,333
No, no!

235
00:11:23,333 --> 00:11:25,083
What are you waiting for?

236
00:11:25,083 --> 00:11:26,583
Unmask him now?

237
00:11:28,250 --> 00:11:30,833
I've become a freak, a monster!

238
00:11:30,833 --> 00:11:33,708
Lower me down.
I'll unmask him myself.

239
00:11:34,500 --> 00:11:37,083
[Scorpion] You tricked me!

240
00:11:40,250 --> 00:11:43,166
You never said
this would happen.

241
00:11:44,208 --> 00:11:45,208
[Jameson] What are you doing?

242
00:11:45,208 --> 00:11:47,125
What do you think?

243
00:11:47,125 --> 00:11:48,583
Getting as much distance from
that lunatic as possible.

244
00:11:48,708 --> 00:11:51,458
No, go down, go down!

245
00:11:51,458 --> 00:11:53,708
I am, when I get back to base.

246
00:11:53,708 --> 00:11:56,458
Fire me if you want to but I
have a family to think about.

247
00:12:03,750 --> 00:12:04,875
[sirens blaring]

248
00:12:06,208 --> 00:12:07,958
Jonah, check the main feed.

249
00:12:07,958 --> 00:12:09,250
Oh, no.

250
00:12:09,250 --> 00:12:10,833
[yelling]

251
00:12:10,833 --> 00:12:12,583
What have I done?

252
00:12:12,875 --> 00:12:14,500
You?
What do you mean?

253
00:12:14,500 --> 00:12:17,291
Robbie, I helped
create that thing.

254
00:12:17,291 --> 00:12:19,583
You what? Why would
you do such a thing?

255
00:12:19,583 --> 00:12:22,000
I did it for Julia, my wife.

256
00:12:22,875 --> 00:12:25,083
Years ago, a crime
boss wanted me

257
00:12:25,083 --> 00:12:27,750
to back off a story
but I refused.

258
00:12:27,750 --> 00:12:29,333
One night,
a man came after me.

259
00:12:29,333 --> 00:12:31,500
A man in a mask.

260
00:12:31,500 --> 00:12:34,250
He aimed at me,
but he hit her.

261
00:12:34,250 --> 00:12:36,583
Now I've sworn to
keep this city safe

262
00:12:36,583 --> 00:12:39,333
from people who
hide behind masks

263
00:12:39,333 --> 00:12:41,208
and think that
they're above the law.

264
00:12:41,208 --> 00:12:43,875
That's exactly what
your creation is doing.

265
00:12:43,875 --> 00:12:44,958
You've got to stop him.

266
00:12:44,958 --> 00:12:46,458
You're right, Robbie.

267
00:12:47,166 --> 00:12:48,875
I made a horrible mistake.

268
00:12:50,208 --> 00:12:52,583
Every bone in
my body is killing me.

269
00:12:52,583 --> 00:12:54,875
I'd love to rest
up but I've gotta find that

270
00:12:54,875 --> 00:12:57,750
green goon before
he levels all of Manhattan.

271
00:13:00,833 --> 00:13:02,583
Stillwell, do something!

272
00:13:02,583 --> 00:13:03,458
Gargan's going berserk!

273
00:13:03,458 --> 00:13:05,333
I know.

274
00:13:05,333 --> 00:13:08,250
The genetic realignment is
making him mentally unstable.

275
00:13:08,250 --> 00:13:10,625
Professor Connors was right.

276
00:13:10,625 --> 00:13:13,500
Neogenics is too experimental,
too dangerous

277
00:13:13,500 --> 00:13:15,166
to use on a human being.

278
00:13:15,166 --> 00:13:16,166
[crumbling]

279
00:13:16,708 --> 00:13:18,333
Stillwell, fix me!

280
00:13:18,333 --> 00:13:20,083
Make me like I was!

281
00:13:20,083 --> 00:13:21,625
I can't.

282
00:13:21,625 --> 00:13:24,875
The process is
regenerating exponentially

283
00:13:24,875 --> 00:13:26,875
like a nuclear chain reaction.

284
00:13:26,875 --> 00:13:29,291
It's too far out of control.

285
00:13:29,291 --> 00:13:30,375
Not again.

286
00:13:30,375 --> 00:13:31,416
[groaning]

287
00:13:33,208 --> 00:13:35,500
You lying...

288
00:13:36,875 --> 00:13:38,208
[crashing]

289
00:13:38,208 --> 00:13:40,875
You, this is your fault!

290
00:13:40,875 --> 00:13:42,000
You want me to stay this way

291
00:13:42,000 --> 00:13:43,958
so I can destroy Spider-man!

292
00:13:45,208 --> 00:13:47,291
Ah, Gargan, what are you doing?

293
00:13:47,291 --> 00:13:51,166
I'm gonna let you
live just long enough

294
00:13:51,166 --> 00:13:53,333
to find out.

295
00:13:56,458 --> 00:13:58,166
[Officer] Can we get
a shot at him?

296
00:13:58,166 --> 00:13:59,708
[Officer 2] Negative,
he's got a hostage.

297
00:13:59,708 --> 00:14:00,750
Stay back!

298
00:14:04,833 --> 00:14:05,875
No, really, Aunt May.

299
00:14:05,875 --> 00:14:07,083
Everything's OK.

300
00:14:07,083 --> 00:14:08,875
I just won't be home for lunch.

301
00:14:08,875 --> 00:14:12,250
But, Peter, I've invited
Anna Watson's niece, Mary Jane.

302
00:14:12,250 --> 00:14:13,250
Oh, right.

303
00:14:13,250 --> 00:14:15,000
I'm sorry, I forgot.

304
00:14:15,000 --> 00:14:16,208
I can't make it home right now.

305
00:14:16,208 --> 00:14:17,583
The traffic, it's terrible.

306
00:14:17,583 --> 00:14:19,625
In fact, it's really crawling.

307
00:14:19,625 --> 00:14:22,500
Look, Aunt May,
I've really gotta go.

308
00:14:22,500 --> 00:14:25,291
All right dear, but don't
stay out too late.

309
00:14:25,291 --> 00:14:26,875
You sound like you're
catching a bug.

310
00:14:26,875 --> 00:14:28,166
[Peter] I certainly hope so.

311
00:14:28,166 --> 00:14:29,708
What?

312
00:14:29,708 --> 00:14:31,875
Nothing, Aunt May.
I'll be careful. Bye.

313
00:14:31,875 --> 00:14:34,208
Did I just see Joe Jameson
with the Scorpion

314
00:14:34,208 --> 00:14:36,208
or should I start
wearing glasses again?

315
00:14:36,208 --> 00:14:38,833
That's the Oscorp
nuclear reactor.

316
00:14:38,833 --> 00:14:40,166
Why are you heading there?

317
00:14:40,166 --> 00:14:42,375
'Cause radiation
made me this way

318
00:14:42,375 --> 00:14:44,416
and I'm gonna use
it to change me back

319
00:14:44,416 --> 00:14:46,250
into who I was.

320
00:14:49,000 --> 00:14:51,583
I'll punch a hole inside,
get at the radiation.

321
00:14:51,583 --> 00:14:54,083
I think it's in the
middle somewhere.

322
00:14:54,083 --> 00:14:55,083
[growling]

323
00:14:55,083 --> 00:14:56,583
Gargan, you're insane!

324
00:14:56,583 --> 00:14:59,500
You'll unleash radiation
on the whole city!

325
00:15:01,625 --> 00:15:03,000
Not my problem, pal.

326
00:15:03,000 --> 00:15:05,416
And quit calling me names.

327
00:15:08,833 --> 00:15:11,125
Green ball
in the center pocket.

328
00:15:17,583 --> 00:15:19,708
I'd ask what you're
doing here, Jameson,

329
00:15:19,708 --> 00:15:21,958
but something tells
me I don't wanna know.

330
00:15:23,083 --> 00:15:24,625
A nuclear reactor?

331
00:15:24,625 --> 00:15:26,875
Why don't villains ever
pick bakeries to invade?

332
00:15:26,875 --> 00:15:28,000
[screaming]

333
00:15:32,333 --> 00:15:33,583
[cracking]

334
00:15:34,250 --> 00:15:35,833
[alarm blaring]

335
00:15:35,833 --> 00:15:38,000
Uh-oh.
What's that alarm?

336
00:15:38,000 --> 00:15:41,458
Scorpion just activated
the neutron absorbing
control rods

337
00:15:41,458 --> 00:15:42,875
behind that door.

338
00:15:42,875 --> 00:15:44,708
Now they're automatically
being removed

339
00:15:44,708 --> 00:15:46,208
from the nuclear chamber.

340
00:15:47,083 --> 00:15:48,958
They control the rate of
the chain reaction

341
00:15:48,958 --> 00:15:50,458
inside the reactor.

342
00:15:50,458 --> 00:15:51,625
Without them,
the nuclear fission

343
00:15:51,625 --> 00:15:53,500
in the chamber increases.

344
00:15:53,500 --> 00:15:55,416
If we don't get them
back in, then the heat

345
00:15:55,416 --> 00:15:57,166
will make that thing blow

346
00:15:57,166 --> 00:15:58,583
and we'll all turn into
walking night lights.

347
00:15:58,583 --> 00:16:00,083
How can we stop it?

348
00:16:00,083 --> 00:16:01,875
[Peter] The console,
the red button.

349
00:16:01,875 --> 00:16:04,250
I'll bet my web shooter
that's the emergency shutdown.

350
00:16:04,250 --> 00:16:06,708
Trust me, it's always
the red button.

351
00:16:06,708 --> 00:16:09,458
What do you know
about stuff like this?

352
00:16:09,458 --> 00:16:11,500
Hey, who do I look like?
The Tick?

353
00:16:13,166 --> 00:16:14,416
[slamming]

354
00:16:14,416 --> 00:16:15,416
Gotta get to the core.

355
00:16:15,416 --> 00:16:16,500
[groaning]

356
00:16:17,750 --> 00:16:19,166
[Peter] Hold it, Scorpy.

357
00:16:19,166 --> 00:16:20,458
You don't realize
what you're doing.

358
00:16:20,458 --> 00:16:22,875
Oh yeah?
I'm doing this!

359
00:16:26,458 --> 00:16:27,583
[beeping]

360
00:16:29,583 --> 00:16:31,250
What were you up to?

361
00:16:31,250 --> 00:16:32,500
You heard the man.

362
00:16:32,500 --> 00:16:34,291
I've got to hit that red button

363
00:16:34,291 --> 00:16:35,958
or the reactor will melt down

364
00:16:35,958 --> 00:16:39,291
and the city will be
destroyed by radiation.

365
00:16:39,291 --> 00:16:40,458
Who cares?

366
00:16:40,458 --> 00:16:42,333
Long as I get what I'm after.

367
00:16:42,333 --> 00:16:43,375
[screaming]

368
00:16:45,833 --> 00:16:47,416
Look, if we continue

369
00:16:47,416 --> 00:16:49,166
to meet like this,
tongues will begin to wag.

370
00:16:49,166 --> 00:16:50,416
[shouting]

371
00:16:52,166 --> 00:16:53,708
[slamming]

372
00:16:53,708 --> 00:16:55,833
What are you made of,
adamantium?

373
00:16:55,833 --> 00:16:59,250
I'm gonna crush you now.

374
00:16:59,250 --> 00:17:02,875
Oh yeah?
It just so happens I
like to start each day

375
00:17:02,875 --> 00:17:04,375
with a warm hug.

376
00:17:04,375 --> 00:17:05,750
Who am I kidding?

377
00:17:05,750 --> 00:17:07,500
Everything's going black.

378
00:17:08,166 --> 00:17:09,583
-[striking]
-[groaning]

379
00:17:09,583 --> 00:17:11,500
You gotta be nuts, mister.

380
00:17:11,500 --> 00:17:14,583
Why would you risk
your puny life
to save his?

381
00:17:14,583 --> 00:17:16,708
Because you're a greater evil

382
00:17:16,708 --> 00:17:18,875
and heaven help me,
he's the only one

383
00:17:18,875 --> 00:17:20,166
who can stop you.

384
00:17:20,166 --> 00:17:21,875
Huh, did I hear right?

385
00:17:21,875 --> 00:17:24,166
J. Jonah Jameson's on my side?

386
00:17:24,166 --> 00:17:28,708
He can't stop me if
I squash him first!

387
00:17:28,708 --> 00:17:32,500
Scorpion! You're nothing
but a worm, an insect,

388
00:17:32,500 --> 00:17:34,083
a silly sap.

389
00:17:36,708 --> 00:17:38,000
I told you before.

390
00:17:38,708 --> 00:17:40,583
Don't call me names!

391
00:17:50,458 --> 00:17:52,125
Now this gives me an idea.

392
00:17:52,125 --> 00:17:53,875
So you don't like names, huh?

393
00:17:53,875 --> 00:17:55,875
Well that's too bad, frog face,

394
00:17:55,875 --> 00:17:58,708
'cause to me, you're
nothing but a two bit,

395
00:17:58,708 --> 00:18:02,166
no account, second rate,
sewer breathed baboon

396
00:18:02,166 --> 00:18:04,708
with the brain of a pigeon
and the face of an eel!

397
00:18:04,708 --> 00:18:05,750
Stop it!

398
00:18:08,416 --> 00:18:09,458
[zapping]

399
00:18:24,833 --> 00:18:26,375
[whirring]

400
00:18:29,125 --> 00:18:30,375
Jameson, get down!

401
00:18:37,125 --> 00:18:38,333
[groaning]

402
00:18:40,958 --> 00:18:42,750
Oh, my aching head.

403
00:18:42,750 --> 00:18:44,875
[Peter] Hey buster,
I'm hurting more than you.

404
00:18:44,875 --> 00:18:47,291
I'm suffering from
double vision.

405
00:18:47,291 --> 00:18:48,875
Get it, double vision?

406
00:18:48,875 --> 00:18:51,750
I knew I never
should've left Brooklyn.

407
00:18:51,750 --> 00:18:52,875
[Peter] Oh never mind.

408
00:18:54,583 --> 00:18:56,458
Thanks, JJ, for backing me up.

409
00:18:56,458 --> 00:18:57,750
I guess things
will be different

410
00:18:57,750 --> 00:18:58,750
between us now, huh?

411
00:18:58,875 --> 00:19:00,458
No way.

412
00:19:00,458 --> 00:19:02,833
This doesn't change
a thing between us.

413
00:19:02,833 --> 00:19:05,458
I still won't rest until
you've been unmasked

414
00:19:05,458 --> 00:19:07,291
and eliminated.

415
00:19:07,291 --> 00:19:09,083
Fair enough, pickle puss.

416
00:19:09,083 --> 00:19:11,500
And I won't rest until you
shave that stupid mustache

417
00:19:11,500 --> 00:19:12,875
so we're even.

418
00:19:16,833 --> 00:19:17,875
Oh, and fuzz head.

419
00:19:17,875 --> 00:19:19,500
Thanks for saving my life.

420
00:19:19,958 --> 00:19:20,958
[groaning]

421
00:19:22,250 --> 00:19:24,416
Jameson saving me
is like Moriarty

422
00:19:24,416 --> 00:19:26,083
saving Sherlock Holmes.

423
00:19:26,083 --> 00:19:28,250
Life sure is full of surprises.

424
00:19:30,875 --> 00:19:33,125
Well, Stillwell's
in the hospital.

425
00:19:33,125 --> 00:19:34,708
Scorpion's in jail.

426
00:19:34,708 --> 00:19:37,458
Old Jonah's probably
writing a nasty editorial

427
00:19:37,458 --> 00:19:38,291
against Spider-man.

428
00:19:38,291 --> 00:19:39,958
[tires squealing]

429
00:19:39,958 --> 00:19:41,000
Well, at least things ought
to be quiet for a while.

430
00:19:42,416 --> 00:19:44,000
Hey!

431
00:19:44,000 --> 00:19:46,000
Parker, I've been
looking all over for you.

432
00:19:46,000 --> 00:19:48,458
You know, you really made
me angry the other night,

433
00:19:48,458 --> 00:19:51,458
-walking away like that, but--
-But?

434
00:19:51,458 --> 00:19:53,500
I guess you were
trying to tell me

435
00:19:53,500 --> 00:19:55,375
that sometimes I'm
a little difficult.

436
00:19:55,375 --> 00:19:56,875
I can deal with that.

437
00:19:56,875 --> 00:19:58,625
You know, Parker,
you're unpredictable.

438
00:19:58,625 --> 00:20:00,000
I find that interesting.

439
00:20:00,000 --> 00:20:01,583
No kidding.

440
00:20:01,583 --> 00:20:02,875
Does this mean we can
have dinner together?

441
00:20:02,875 --> 00:20:04,958
No, maybe lunch. Ciao.

442
00:20:08,250 --> 00:20:09,083
Maybe lunch?

443
00:20:09,833 --> 00:20:11,625
I think she's
starting to like me.

444
00:20:11,625 --> 00:20:14,083
Yep, life's definitely
full of surprises.

445
00:20:16,750 --> 00:20:18,583
[theme music playing]

446
00:20:21,000 --> 00:20:24,625
♪ Spider-man Spider-man ♪

447
00:20:24,625 --> 00:20:28,625
♪ Radioactive Spider-man ♪

448
00:20:37,125 --> 00:20:39,083
♪ Spider blood spider blood ♪

449
00:20:39,083 --> 00:20:41,166
♪ Radioactive spider blood ♪

450
00:20:41,166 --> 00:20:43,083
♪ Spider blood spider blood ♪

451
00:20:43,083 --> 00:20:44,583
♪ Spider-man ♪