1
00:00:01,875 --> 00:00:03,458
[Kingpin] Previously
onSpider-Man...

2
00:00:03,458 --> 00:00:05,583
- The rock's bleeding!
- Get back up here now.

3
00:00:06,708 --> 00:00:08,250
Help me!

4
00:00:14,708 --> 00:00:16,833
[Kingpin] Rhino, did you get
the Promethium X?

5
00:00:16,833 --> 00:00:18,458
[groans]

6
00:00:18,458 --> 00:00:20,000
Yeah!

7
00:00:20,000 --> 00:00:21,708
[Kingpin]
Bring it to me, immediately!

8
00:00:24,416 --> 00:00:25,583
Anyone else in there?

9
00:00:29,583 --> 00:00:31,125
[Spider-Man thinking]
Hudson River pollution,

10
00:00:31,125 --> 00:00:32,708
rich and creamy.

11
00:00:32,708 --> 00:00:34,458
Spider-Man robbed the shuttle.

12
00:00:34,458 --> 00:00:37,833
Spider-Man did it,
I'm offering a million dollars.

13
00:00:37,833 --> 00:00:39,458
[Peter thinking]
For once in my life,

14
00:00:39,458 --> 00:00:40,750
I'm worth something
and I can't collect.

15
00:00:43,875 --> 00:00:45,291
No!

16
00:00:49,500 --> 00:00:51,208
[Spider-Man thinking]
I don't know how I got here,

17
00:00:51,208 --> 00:00:52,875
and I'm in a costume
I've never seen before.

18
00:00:53,875 --> 00:00:55,458
-[man 1] There he is.
-[man 2] Grab him.

19
00:00:55,458 --> 00:00:57,333
[police siren wails]

20
00:00:57,333 --> 00:00:59,125
[Spider-Man thinking]
Look how strong I am now.

21
00:00:59,125 --> 00:01:01,375
I used to have trouble
lifting a Volkswagon.

22
00:01:01,375 --> 00:01:02,583
It would be nice if you were

23
00:01:02,583 --> 00:01:04,125
a little less conspicuous.

24
00:01:06,833 --> 00:01:09,375
Nothing on earth
could do what this does.

25
00:01:09,375 --> 00:01:10,833
I like your style.

26
00:01:10,833 --> 00:01:12,375
Look who suddenly
developed a backbone.

27
00:01:12,375 --> 00:01:15,833
I've developed a lot
more than a backbone.

28
00:01:15,833 --> 00:01:18,458
Parker, you scare me.

29
00:01:18,458 --> 00:01:19,750
[groans]

30
00:01:20,250 --> 00:01:21,958
No, you can't!

31
00:01:21,958 --> 00:01:23,458
[Spider-Man thinking]
I am different.

32
00:01:23,458 --> 00:01:24,750
No!

33
00:01:26,458 --> 00:01:28,708
[Spider-Man thinking]
What's happening to me?

34
00:01:32,125 --> 00:01:33,833
[theme song playing]

35
00:01:39,875 --> 00:01:44,125
♪ Spider-Man, Spider-Man ♪

36
00:01:44,125 --> 00:01:47,875
♪ Radioactive Spider-Man ♪

37
00:01:47,875 --> 00:01:50,083
♪ Spider-Man ♪

38
00:01:50,083 --> 00:01:52,208
♪ Spider-Man ♪

39
00:01:52,208 --> 00:01:56,250
♪ Radioactive Spider-Man ♪

40
00:01:56,250 --> 00:02:00,250
♪ Spider-Man, Spider-Man ♪

41
00:02:00,250 --> 00:02:03,416
♪ Radioactive Spider-Man ♪

42
00:02:10,500 --> 00:02:12,250
♪ Spider blood, spider blood ♪

43
00:02:12,250 --> 00:02:14,333
♪ Radioactive spider blood ♪

44
00:02:14,333 --> 00:02:16,416
♪ Spider blood, spider blood ♪

45
00:02:16,416 --> 00:02:18,416
♪ Radioactive spider blood ♪

46
00:02:26,625 --> 00:02:30,000
♪ Spider-Man, Spider-Man ♪

47
00:02:35,000 --> 00:02:36,833
[man on radio]
I have a Spider sighting

48
00:02:36,833 --> 00:02:38,708
at 3:00, do you copy?

49
00:02:38,708 --> 00:02:40,333
[man on radio 2]
Copy, Red Leader,

50
00:02:40,333 --> 00:02:42,166
let's move in on our
$1,000,000 target.

51
00:02:42,166 --> 00:02:44,458
[Spider-Man thinking]
You punk heads can't catch me,

52
00:02:44,458 --> 00:02:46,625
not when this suit makes me
stronger and faster than you.

53
00:02:48,583 --> 00:02:50,583
Blast Jameson
and his stupid reward.

54
00:02:50,583 --> 00:02:52,458
He's got the whole
world after me

55
00:02:52,458 --> 00:02:54,000
for something I didn't do.

56
00:02:54,000 --> 00:02:55,416
I can hardly move
without somebody

57
00:02:55,416 --> 00:02:56,625
wanting a piece of me.

58
00:02:56,625 --> 00:02:58,583
Don't you yahoos get it?

59
00:02:58,583 --> 00:03:00,958
The Black Spider-Man
is unbeatable!

60
00:03:04,833 --> 00:03:08,125
Nice try little man, my turn.

61
00:03:09,250 --> 00:03:10,708
Should I try the sonic blaster?

62
00:03:10,708 --> 00:03:11,875
We've tried everything else.

63
00:03:14,958 --> 00:03:16,625
[Spider-Man thinking]
Ah! The suit!

64
00:03:16,625 --> 00:03:17,833
[groans]

65
00:03:17,833 --> 00:03:19,458
What's happening?

66
00:03:20,833 --> 00:03:22,166
I'm getting weak.

67
00:03:22,166 --> 00:03:24,291
Everything's going dark.

68
00:03:25,625 --> 00:03:27,833
Easiest million we ever made.

69
00:03:31,583 --> 00:03:35,458
This is weird, maybe
this ain't Spider-Man.

70
00:03:35,458 --> 00:03:37,708
How many other wall crawlers
hangin' around here?

71
00:03:41,458 --> 00:03:43,583
Hey, look, how did he do that?

72
00:03:43,583 --> 00:03:45,125
[Mercenary] What's going on?

73
00:03:45,125 --> 00:03:46,458
-[Spider-Man yawns]
-Get him up there.

74
00:03:46,458 --> 00:03:49,000
[Spider-Man] Must have
passed out. Hey!

75
00:03:50,583 --> 00:03:51,708
[groans]

76
00:03:53,375 --> 00:03:56,625
Whoa, my suit has
cruise control.

77
00:03:56,625 --> 00:03:58,625
But your suits, ah!

78
00:03:59,750 --> 00:04:01,625
[man] He just passed out.

79
00:04:01,625 --> 00:04:03,583
[Spider-Man thinking]
Your suits have battery packs

80
00:04:03,583 --> 00:04:05,291
that blow up if they get wet.

81
00:04:05,291 --> 00:04:07,458
Bye bye!

82
00:04:07,458 --> 00:04:10,166
Now to go right to
the source of all my troubles.

83
00:04:11,000 --> 00:04:13,125
[police siren wails]

84
00:04:14,125 --> 00:04:15,500
[Jameson] Thanks to
your photos we've got

85
00:04:15,500 --> 00:04:17,291
the webslinger dead to rights.

86
00:04:17,291 --> 00:04:19,333
[Brock] I told you I
could do the job, JJ.

87
00:04:19,333 --> 00:04:21,833
[Spider-Man] You did
the job all right, on me.

88
00:04:21,833 --> 00:04:23,500
[Brock] Spider-Man?

89
00:04:23,500 --> 00:04:25,583
Think you can hide in some
cockamamie new costume?

90
00:04:25,583 --> 00:04:27,416
I've got nothing to hide,

91
00:04:27,416 --> 00:04:30,291
especially from a couple of
second-rate hacks like you.

92
00:04:30,291 --> 00:04:31,708
Yeah, well, pictures don't lie.

93
00:04:31,708 --> 00:04:33,000
Like you do.

94
00:04:33,000 --> 00:04:34,458
[stammers]
I know what I saw.

95
00:04:34,458 --> 00:04:36,166
You didn't see me
take the Promethium X.

96
00:04:36,166 --> 00:04:37,708
[Brock] Well, who else
could've taken it?

97
00:04:37,708 --> 00:04:40,208
What about the clown in
the rhino costume, punk?

98
00:04:40,208 --> 00:04:42,166
A rhino?

99
00:04:42,166 --> 00:04:45,125
I think that new suit's cutting
off the oxygen to your brain.

100
00:04:45,125 --> 00:04:48,375
If you don't call off
that reward, I'm gonna--

101
00:04:48,375 --> 00:04:51,166
[police officer]
Don't even think about it.

102
00:04:51,166 --> 00:04:53,125
Who needs to think?

103
00:04:53,125 --> 00:04:54,750
[Police Officer]
Hey! Watch it!

104
00:04:54,750 --> 00:04:56,000
Look out!

105
00:04:57,416 --> 00:04:59,625
[Spider-Man thinking] Almost
lost it again back there.

106
00:04:59,625 --> 00:05:03,958
As bad as he was before,
in that suit he's even worse.

107
00:05:03,958 --> 00:05:05,958
[Spider-Man thinking]
What is happening with me?

108
00:05:05,958 --> 00:05:08,833
I gotta get some
questions answered.

109
00:05:08,833 --> 00:05:11,291
[scientist] Well,
here it is, gentlemen.

110
00:05:11,291 --> 00:05:14,125
How do we know
it's the real thing?

111
00:05:14,125 --> 00:05:16,875
We've set up this
special test site,

112
00:05:16,875 --> 00:05:19,125
just to give you
a demonstration.

113
00:05:19,125 --> 00:05:21,708
Promethium X
is the most powerful

114
00:05:21,708 --> 00:05:24,083
fissionable element
ever discovered.

115
00:05:24,083 --> 00:05:27,000
Less than a micro-gram should
give us proof of its power.

116
00:05:27,000 --> 00:05:30,250
Shouldn't we be wearing
protective gear?

117
00:05:30,250 --> 00:05:33,250
A Promethium X doesn't
radiate until it's heated,

118
00:05:33,250 --> 00:05:35,208
that's the beauty of it.

119
00:05:35,208 --> 00:05:38,750
The most powerful fissionable
material in the universe

120
00:05:38,750 --> 00:05:41,458
and you could carry it
around in your pocket.

121
00:05:42,625 --> 00:05:45,375
Now all we need to do is
increase the temperature,

122
00:05:45,375 --> 00:05:47,000
and ignite it.

123
00:05:48,750 --> 00:05:50,500
That choke you have...

124
00:05:50,500 --> 00:05:52,708
It could destroy
this whole planet.

125
00:05:52,708 --> 00:05:55,250
I only handle the best.

126
00:06:02,333 --> 00:06:04,458
Dr. Connors, I need your help.

127
00:06:04,458 --> 00:06:06,375
You're a wanted man,

128
00:06:06,375 --> 00:06:08,166
tell me why I shouldn't call
campus security?

129
00:06:08,166 --> 00:06:09,875
I helped you once when
you were desperate,

130
00:06:09,875 --> 00:06:12,125
I could've turned
you in but I didn't.

131
00:06:12,125 --> 00:06:13,500
What do you want?

132
00:06:13,500 --> 00:06:15,875
It's this suit,
I need it analyzed.

133
00:06:15,875 --> 00:06:18,708
Cut off a piece of
the material, if you can.

134
00:06:18,708 --> 00:06:20,875
What do you mean, if I can?

135
00:06:20,875 --> 00:06:22,166
Go ahead and try.

136
00:06:24,291 --> 00:06:25,291
How did it?

137
00:06:26,083 --> 00:06:27,583
Cut here, quick!

138
00:06:29,416 --> 00:06:30,833
Where did this thing come from?

139
00:06:30,833 --> 00:06:32,000
The Hudson.

140
00:06:39,708 --> 00:06:41,458
It's got cell structure!

141
00:06:41,458 --> 00:06:43,416
The nuclei are even dividing.

142
00:06:43,416 --> 00:06:45,166
That's what I was afraid of.

143
00:06:45,166 --> 00:06:46,583
It's alive isn't it?

144
00:06:46,583 --> 00:06:48,708
As alive as you and me.

145
00:06:51,833 --> 00:06:53,833
Well, doc, what do
all the tests show?

146
00:06:54,375 --> 00:06:56,250
This is truly astounding.

147
00:06:56,250 --> 00:06:59,000
Look, take a single
host organism,

148
00:06:59,000 --> 00:07:01,250
like this one from
a nitrogen based environment.

149
00:07:01,250 --> 00:07:04,583
Now, I'll add a molecule
chain from that suit of yours.

150
00:07:04,583 --> 00:07:06,458
They're bonding.

151
00:07:06,458 --> 00:07:08,625
It's replicating and mutating
the molecular structure

152
00:07:08,625 --> 00:07:10,375
of its own DNA.

153
00:07:10,375 --> 00:07:13,375
It's actually improving
on the host organism.

154
00:07:13,375 --> 00:07:15,291
Host organism?

155
00:07:15,291 --> 00:07:16,750
That's what I am to this thing?

156
00:07:16,750 --> 00:07:17,750
Apparently.

157
00:07:17,750 --> 00:07:19,708
It's a symbian,

158
00:07:19,708 --> 00:07:22,708
an organism that thrives
by bonding with another.

159
00:07:22,708 --> 00:07:24,583
In this case, me.

160
00:07:24,583 --> 00:07:26,875
But not only does
the suit bond,

161
00:07:26,875 --> 00:07:29,416
in time it replaces.

162
00:07:29,416 --> 00:07:31,125
I'd almost be willing
to see if this piece

163
00:07:31,125 --> 00:07:33,083
of material
is a sentient creature.

164
00:07:33,083 --> 00:07:34,458
You mean it thinks?

165
00:07:34,458 --> 00:07:35,708
Where do you think
you're going?

166
00:07:35,708 --> 00:07:37,500
You've got to get
that suit off!

167
00:07:37,500 --> 00:07:39,125
I can't, not yet.

168
00:07:39,125 --> 00:07:40,875
I have some things I have
to take care of first.

169
00:07:40,875 --> 00:07:41,875
[Dr. Connors] Get rid of it!

170
00:07:41,875 --> 00:07:43,083
I need it!

171
00:07:45,375 --> 00:07:46,750
[groans]

172
00:07:47,625 --> 00:07:53,416
It's gone... the man
in a rhino costume.

173
00:07:53,416 --> 00:07:54,458
[groans]

174
00:07:54,875 --> 00:07:57,291
There was a guy
in a rhino suit.

175
00:07:57,291 --> 00:07:58,750
You lied to me!

176
00:07:58,750 --> 00:08:01,458
OK, OK,
it was just some fool

177
00:08:01,458 --> 00:08:03,583
in a bad Halloween costume.

178
00:08:03,583 --> 00:08:04,875
What's the big deal?

179
00:08:04,875 --> 00:08:06,708
I can't have someone
who works for me

180
00:08:06,708 --> 00:08:08,625
coloring the truth
and leaving out facts.

181
00:08:08,625 --> 00:08:10,708
It's against
everything I stand for.

182
00:08:10,708 --> 00:08:12,291
You're history, Brock!

183
00:08:12,291 --> 00:08:14,375
Outta here! Fired!

184
00:08:14,375 --> 00:08:16,208
What? No, no, wait!

185
00:08:16,208 --> 00:08:17,833
I have more pictures.

186
00:08:17,833 --> 00:08:19,416
Out!

187
00:08:19,416 --> 00:08:20,875
Come on, you hate Spider-Man,
both of us do.

188
00:08:20,875 --> 00:08:22,708
I thought you'd be
glad to hear he took

189
00:08:22,708 --> 00:08:26,000
the Promethium X.
JJ, I did it for you.

190
00:08:27,291 --> 00:08:29,625
You did this
for yourself, Brock.

191
00:08:29,625 --> 00:08:32,583
Get me security, I've got
some trash they can throw out.

192
00:08:34,166 --> 00:08:37,500
Because Eddie Brock,
an ex-Bugle reporter withheld

193
00:08:37,500 --> 00:08:39,875
important evidence
in this case,

194
00:08:39,875 --> 00:08:44,125
I must regretfully withdraw
my reward for the capture of

195
00:08:44,125 --> 00:08:45,958
Spider-Man until this matter

196
00:08:45,958 --> 00:08:47,875
has been thoroughly
investigated.

197
00:08:47,875 --> 00:08:49,875
Who is this Eddie Brock?

198
00:08:49,875 --> 00:08:52,333
We have to make sure
that none of this

199
00:08:52,333 --> 00:08:53,708
can be traced back to me.

200
00:08:53,708 --> 00:08:56,166
I've got the perfect device,

201
00:08:56,166 --> 00:08:58,875
and the perfect man to use it.

202
00:09:00,875 --> 00:09:04,958
Spider-Man, everywhere
I turn he's in my way.

203
00:09:04,958 --> 00:09:08,083
He cost me my job,
my reputation,

204
00:09:08,083 --> 00:09:10,458
[sneezes] my health!

205
00:09:14,833 --> 00:09:15,958
My apartment?

206
00:09:20,958 --> 00:09:22,083
[Spider-Man thinking]
Now for a little game

207
00:09:22,083 --> 00:09:23,583
of hide and seek.

208
00:09:24,250 --> 00:09:25,958
I figure Brock's hidden
that film of the rhino

209
00:09:25,958 --> 00:09:28,875
in here somewhere,
and I'm gonna find it.

210
00:09:29,625 --> 00:09:31,708
Come on, Brock, where is it?

211
00:09:38,625 --> 00:09:41,625
Not too hygienic,
you know, but clever.

212
00:09:41,625 --> 00:09:44,166
And now Mr. Brock
will learn a serious lesson

213
00:09:44,166 --> 00:09:46,291
about the dangers of lying.

214
00:09:46,291 --> 00:09:48,458
[man]
You Eddie Brock?

215
00:09:48,458 --> 00:09:50,458
[Brock] Who wants to know?

216
00:09:50,458 --> 00:09:53,583
My boss wants to know.

217
00:09:54,375 --> 00:09:55,583
[Spider-Man thinking]
What's this about?

218
00:09:57,708 --> 00:10:00,500
This is why they
call me The Shocker.

219
00:10:01,583 --> 00:10:06,000
So, very painful, or sort of
painful, it's up to you.

220
00:10:06,000 --> 00:10:09,125
Where are the photos
of the crash site?

221
00:10:09,125 --> 00:10:12,000
What's this, a fight,
and nobody invited me?

222
00:10:12,000 --> 00:10:14,000
You stay out of this?

223
00:10:14,000 --> 00:10:16,458
Reasonable advice.

224
00:10:16,458 --> 00:10:19,500
But I haven't had much
use for reason lately.

225
00:10:19,500 --> 00:10:23,625
Getting rid of you
is gonna be a blast!

226
00:10:25,083 --> 00:10:27,708
[evil laugh]

227
00:10:31,875 --> 00:10:34,000
Rest in pieces, wall crawler.

228
00:10:37,208 --> 00:10:39,208
How about I follow you instead?

229
00:10:44,000 --> 00:10:46,875
All right, Shocker,
which door did you use?

230
00:10:46,875 --> 00:10:50,083
You can confuse my eyes,
but not my spider sense.

231
00:10:53,625 --> 00:10:55,750
Did you take care of Mr. Brock?

232
00:10:55,750 --> 00:10:58,583
No, he got away.

233
00:11:01,458 --> 00:11:02,583
[Spider-Man thinking] Now maybe
I can crawl through

234
00:11:02,583 --> 00:11:04,166
an air vent.

235
00:11:04,166 --> 00:11:06,000
Air vent?
That's the old Spidey talking.

236
00:11:06,000 --> 00:11:09,708
I did smash Spider-Man though.

237
00:11:09,708 --> 00:11:13,625
Oh, well, if it isn't my
old friend Allister Smithe.

238
00:11:13,625 --> 00:11:15,125
How did you get in here?

239
00:11:16,333 --> 00:11:17,875
[Spider-Man]
Since I got my new suit,

240
00:11:17,875 --> 00:11:20,208
I get invited to all
the best parties.

241
00:11:24,500 --> 00:11:26,083
Don't go.

242
00:11:26,083 --> 00:11:28,208
This party's just
getting rolling!

243
00:11:35,458 --> 00:11:36,958
The Promethium!

244
00:11:36,958 --> 00:11:38,375
No kidding.

245
00:11:38,958 --> 00:11:41,583
Shocker, he's got
the Promethium X!

246
00:11:42,375 --> 00:11:43,875
I can see you're all tied up

247
00:11:43,875 --> 00:11:45,583
so I'll be on my way.

248
00:11:48,291 --> 00:11:51,416
Let's see why everybody's
so hot for this little rock.

249
00:11:54,583 --> 00:11:56,458
[electronic beep]

250
00:11:56,875 --> 00:11:59,458
Hmm, basic structure.

251
00:11:59,458 --> 00:12:02,708
Density, molecular weight.

252
00:12:02,708 --> 00:12:04,875
Ah, it looks like it's
heat activated.

253
00:12:05,833 --> 00:12:09,125
Well... what do you know?

254
00:12:12,500 --> 00:12:15,333
What's the matter with you two?
What happened?

255
00:12:16,875 --> 00:12:19,625
Spider-Man took
the Promethium X.

256
00:12:19,625 --> 00:12:21,875
Then you will have
to get it back,

257
00:12:21,875 --> 00:12:25,875
even if you must take
the whole city hostage.

258
00:12:25,875 --> 00:12:27,250
Excellent idea.

259
00:12:30,583 --> 00:12:32,333
[announcement over PA]

260
00:12:34,000 --> 00:12:35,333
[groans]

261
00:12:42,291 --> 00:12:44,000
Who are you?
What do you want?

262
00:12:44,000 --> 00:12:46,875
We got important
business you and I.

263
00:12:50,458 --> 00:12:52,750
What have you done to my son?

264
00:12:52,750 --> 00:12:55,750
Listen and listen well.

265
00:13:02,583 --> 00:13:05,125
This just in,
Astronaut John Jameson

266
00:13:05,125 --> 00:13:07,000
has been kidnapped
from his hospital room.

267
00:13:07,000 --> 00:13:08,833
We go now to
the colonel's father,

268
00:13:08,833 --> 00:13:10,750
J. Jonah Jameson,
with a statement from his

269
00:13:10,750 --> 00:13:12,375
Manhattan home.

270
00:13:12,375 --> 00:13:15,000
Spider-Man, wherever you are,
if you're within

271
00:13:15,000 --> 00:13:19,208
the sound of my voice,
you must contact me.

272
00:13:19,208 --> 00:13:21,833
It's a matter of
life and death.

273
00:13:21,833 --> 00:13:24,458
So now I'm supposed to
come running when you call?

274
00:13:24,458 --> 00:13:28,708
[sighs] This is for John,
old man, not for you.

275
00:13:31,708 --> 00:13:33,750
I'm getting real
tired of cleaning up

276
00:13:33,750 --> 00:13:35,208
your messes, Jameson.

277
00:13:36,291 --> 00:13:37,625
I knew if I tailed you
long enough

278
00:13:37,625 --> 00:13:39,250
somethin' would turn up.

279
00:13:50,125 --> 00:13:52,833
Bet you're plotting
against me with Spider-Man.

280
00:13:57,000 --> 00:13:58,208
John?

281
00:13:58,208 --> 00:14:01,250
First, hand over
the Promethium X.

282
00:14:01,250 --> 00:14:03,083
Not until we see
Colonel Jameson.

283
00:14:05,000 --> 00:14:06,083
Son!

284
00:14:07,833 --> 00:14:09,625
All right, Smithe, you win.

285
00:14:09,625 --> 00:14:10,833
Here it is.

286
00:14:14,708 --> 00:14:17,083
Dad, I knew I
could count on you.

287
00:14:17,083 --> 00:14:19,375
Always, son, always.

288
00:14:19,375 --> 00:14:21,416
Jameson,
untie the colonel and get him

289
00:14:21,416 --> 00:14:24,125
as far away from here
as you can.

290
00:14:24,125 --> 00:14:26,166
I'll guard you
both from the rear.

291
00:14:28,083 --> 00:14:30,208
That's it then, deal's done.

292
00:14:30,208 --> 00:14:31,708
Not quite.

293
00:14:31,708 --> 00:14:32,875
A double cross?

294
00:14:32,875 --> 00:14:34,000
Big surprise.

295
00:14:34,000 --> 00:14:36,000
If you think that's a surprise,

296
00:14:36,000 --> 00:14:37,875
you're in for a real shock.

297
00:14:37,875 --> 00:14:41,291
And I'm gonna tear
you limb from limb.

298
00:14:41,291 --> 00:14:43,583
Oh, I'm all shook up.

299
00:14:52,208 --> 00:14:55,625
Oh, Spider-Man's in trouble,
perfect.

300
00:14:58,833 --> 00:15:00,166
Pathetic.

301
00:15:06,958 --> 00:15:08,833
Can't pull the wool over me!

302
00:15:14,708 --> 00:15:16,250
[grunting]

303
00:15:16,250 --> 00:15:19,375
Come on! Let's get
this over with.

304
00:15:22,166 --> 00:15:24,458
I said come on!

305
00:15:25,625 --> 00:15:27,291
It's payback time, web slinger.

306
00:15:29,458 --> 00:15:30,583
[groans]

307
00:15:31,833 --> 00:15:34,833
I still got business with you.

308
00:15:34,833 --> 00:15:36,333
[groans]

309
00:15:36,333 --> 00:15:39,875
Forget him,
you're not done yet with me.

310
00:15:42,208 --> 00:15:43,583
Surprised, Shocker?

311
00:15:43,583 --> 00:15:45,333
Let me tell it to you straight.

312
00:15:46,875 --> 00:15:49,583
I am invincible!

313
00:15:52,583 --> 00:15:54,708
Get back here, Shocker!

314
00:15:56,583 --> 00:15:59,708
Shocker!

315
00:16:02,000 --> 00:16:03,958
You can't escape me,

316
00:16:03,958 --> 00:16:06,875
I'll chase you
to the ends of the earth!

317
00:16:09,625 --> 00:16:11,291
Hey, what--

318
00:16:11,291 --> 00:16:14,333
What good are those
blasters to you now?

319
00:16:14,333 --> 00:16:15,375
[mumbles indistinctly]

320
00:16:16,458 --> 00:16:17,500
[groans]

321
00:16:19,250 --> 00:16:20,750
You?

322
00:16:20,750 --> 00:16:23,291
I'm gonna save you for dessert.

323
00:16:25,250 --> 00:16:26,375
[groans]

324
00:16:39,500 --> 00:16:43,083
And you,
you're the main course.

325
00:16:49,583 --> 00:16:51,583
You'll pay for this.

326
00:16:53,708 --> 00:16:56,125
The check's in the mail, baby.

327
00:16:57,458 --> 00:16:59,125
Oh! What are you trying...

328
00:16:59,125 --> 00:17:00,625
No. I give up.

329
00:17:00,625 --> 00:17:02,416
Come on.

330
00:17:02,416 --> 00:17:04,708
You're supposed to be the
good guy, you can't do this!

331
00:17:04,708 --> 00:17:05,750
Why not?

332
00:17:05,750 --> 00:17:06,875
I have the power.

333
00:17:07,500 --> 00:17:10,583
Ah, my Uncle Ben,
he always used to tell me,

334
00:17:10,583 --> 00:17:13,500
with great power comes
great responsibility.

335
00:17:14,000 --> 00:17:16,000
[groans]

336
00:17:16,708 --> 00:17:18,416
I knew you wouldn't.

337
00:17:21,083 --> 00:17:22,708
[screams]

338
00:17:22,708 --> 00:17:24,375
[Spider-Man thinking]
What have I done?

339
00:17:24,375 --> 00:17:26,416
[screams]

340
00:17:26,958 --> 00:17:28,875
What's this costume doing?

341
00:17:30,375 --> 00:17:33,416
Doc Connors was right,
the symbian's taking control.

342
00:17:34,750 --> 00:17:36,416
I gotta get it off.[groans]

343
00:17:38,291 --> 00:17:40,500
Oh, it's too late,
it won't let me.

344
00:17:40,500 --> 00:17:44,458
[church bell rings loudly]

345
00:17:46,375 --> 00:17:50,708
This suit is in pain,
I can feel it, why?

346
00:17:53,500 --> 00:17:55,083
[groans] Sonic vibrations!

347
00:17:58,375 --> 00:18:00,166
Noise makes you crazy,

348
00:18:00,166 --> 00:18:02,250
I should've
guessed that before.

349
00:18:10,000 --> 00:18:12,250
Why didn't I know
your weakness?

350
00:18:12,250 --> 00:18:13,708
Did you block it from my mind

351
00:18:13,708 --> 00:18:15,291
to protect yourself?

352
00:18:15,291 --> 00:18:16,416
Was Connors right?

353
00:18:17,000 --> 00:18:18,333
Stay away from me.

354
00:18:19,291 --> 00:18:21,166
I thought I wanted
what you had to offer,

355
00:18:21,166 --> 00:18:24,708
but I'm not like you, and I
won't let you do this to me.

356
00:18:24,708 --> 00:18:25,833
No!

357
00:18:30,708 --> 00:18:32,708
[church bell continues]

358
00:18:39,625 --> 00:18:41,250
[Peter thinking]
At last, it's over.

359
00:18:43,833 --> 00:18:45,166
I gotta get out of here.

360
00:18:49,208 --> 00:18:51,000
[groans]

361
00:18:54,958 --> 00:18:56,083
I have it!

362
00:18:56,083 --> 00:18:59,750
Now, gentlemen, what am I bid?

363
00:18:59,750 --> 00:19:02,875
Wait a minute, first you
need to prove to us again

364
00:19:02,875 --> 00:19:04,708
that this is the real stuff.

365
00:19:04,708 --> 00:19:05,875
As you wish.

366
00:19:13,583 --> 00:19:16,458
Eh! What are you
trying to pull now?

367
00:19:23,458 --> 00:19:24,833
This Promethium X is almost

368
00:19:24,833 --> 00:19:27,333
completely transmuted
into lead.

369
00:19:27,333 --> 00:19:28,875
How could that have happened?

370
00:19:28,875 --> 00:19:31,750
It appears to be
the nature of Promethium X,

371
00:19:31,750 --> 00:19:34,875
it's radioactive half-life
must be only days.

372
00:19:34,875 --> 00:19:36,708
Why didn't you tell
me this before?

373
00:19:36,708 --> 00:19:40,458
Because you never gave me
an opportunity to study it.

374
00:19:40,458 --> 00:19:41,958
Then it's useless!

375
00:19:41,958 --> 00:19:46,208
He knew it, Spider-Man knew it.

376
00:19:50,000 --> 00:19:51,208
[groans]

377
00:19:55,875 --> 00:19:57,083
Ah!

378
00:19:58,083 --> 00:19:59,125
[growls]

379
00:20:04,208 --> 00:20:05,958
[Venom] Spider-Man!

380
00:20:05,958 --> 00:20:10,958
Enjoy the fame while it lasts!

381
00:20:20,875 --> 00:20:24,416
♪ Spider-Man, Spider-Man ♪

382
00:20:24,416 --> 00:20:28,583
♪ Radioactive Spider-Man ♪

383
00:20:37,166 --> 00:20:38,958
♪ Spider blood, spider blood ♪

384
00:20:38,958 --> 00:20:40,708
♪ Radioactive spider blood ♪

385
00:20:40,708 --> 00:20:41,750
♪ Spider blood ♪

386
00:20:41,750 --> 00:20:43,000
♪ Spider blood ♪

387
00:20:43,000 --> 00:20:44,458
♪ Spider-Man ♪