[Kingpin] Previously onSpider-Man...
- The rock's bleeding! - Get back up here now.
Help me!
[Kingpin] Rhino, did you get the Promethium X?
[groans]
Yeah!
[Kingpin] Bring it to me, immediately!
Anyone else in there?
[Spider-Man thinking] Hudson River pollution,
rich and creamy.
Spider-Man robbed the shuttle.
Spider-Man did it, I'm offering a million dollars.
[Peter thinking] For once in my life,
I'm worth something and I can't collect.
No!
[Spider-Man thinking] I don't know how I got here,
and I'm in a costume I've never seen before.
-[man 1] There he is. -[man 2] Grab him.
[police siren wails]
[Spider-Man thinking] Look how strong I am now.
I used to have trouble lifting a Volkswagon.
It would be nice if you were
a little less conspicuous.
Nothing on earth could do what this does.
I like your style.
Look who suddenly developed a backbone.
I've developed a lot more than a backbone.
Parker, you scare me.
[groans]
No, you can't!
[Spider-Man thinking] I am different.
No!
[Spider-Man thinking] What's happening to me?
[theme song playing]
♪ Spider-Man, Spider-Man ♪
♪ Radioactive 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 ♪
[man on radio] I have a Spider sighting
at 3:00, do you copy?
[man on radio 2] Copy, Red Leader,
let's move in on our $1,000,000 target.
[Spider-Man thinking] You punk heads can't catch me,
not when this suit makes me stronger and faster than you.
Blast Jameson and his stupid reward.
He's got the whole world after me
for something I didn't do.
I can hardly move without somebody
wanting a piece of me.
Don't you yahoos get it?
The Black Spider-Man is unbeatable!
Nice try little man, my turn.
Should I try the sonic blaster?
We've tried everything else.
[Spider-Man thinking] Ah! The suit!
[groans]
What's happening?
I'm getting weak.
Everything's going dark.
Easiest million we ever made.
This is weird, maybe this ain't Spider-Man.
How many other wall crawlers hangin' around here?
Hey, look, how did he do that?
[Mercenary] What's going on?
-[Spider-Man yawns] -Get him up there.
[Spider-Man] Must have passed out. Hey!
[groans]
Whoa, my suit has cruise control.
But your suits, ah!
[man] He just passed out.
[Spider-Man thinking] Your suits have battery packs
that blow up if they get wet.
Bye bye!
Now to go right to the source of all my troubles.
[police siren wails]
[Jameson] Thanks to your photos we've got
the webslinger dead to rights.
[Brock] I told you I could do the job, JJ.
[Spider-Man] You did the job all right, on me.
[Brock] Spider-Man?
Think you can hide in some cockamamie new costume?
I've got nothing to hide,
especially from a couple of second-rate hacks like you.
Yeah, well, pictures don't lie.
Like you do.
[stammers] I know what I saw.
You didn't see me take the Promethium X.
[Brock] Well, who else could've taken it?
What about the clown in the rhino costume, punk?
A rhino?
I think that new suit's cutting off the oxygen to your brain.
If you don't call off that reward, I'm gonna--
[police officer] Don't even think about it.
Who needs to think?
[Police Officer] Hey! Watch it!
Look out!
[Spider-Man thinking] Almost lost it again back there.
As bad as he was before, in that suit he's even worse.
[Spider-Man thinking] What is happening with me?
I gotta get some questions answered.
[scientist] Well, here it is, gentlemen.
How do we know it's the real thing?
We've set up this special test site,
just to give you a demonstration.
Promethium X is the most powerful
fissionable element ever discovered.
Less than a micro-gram should give us proof of its power.
Shouldn't we be wearing protective gear?
A Promethium X doesn't radiate until it's heated,
that's the beauty of it.
The most powerful fissionable material in the universe
and you could carry it around in your pocket.
Now all we need to do is increase the temperature,
and ignite it.
That choke you have...
It could destroy this whole planet.
I only handle the best.
Dr. Connors, I need your help.
You're a wanted man,
tell me why I shouldn't call campus security?
I helped you once when you were desperate,
I could've turned you in but I didn't.
What do you want?
It's this suit, I need it analyzed.
Cut off a piece of the material, if you can.
What do you mean, if I can?
Go ahead and try.
How did it?
Cut here, quick!
Where did this thing come from?
The Hudson.
It's got cell structure!
The nuclei are even dividing.
That's what I was afraid of.
It's alive isn't it?
As alive as you and me.
Well, doc, what do all the tests show?
This is truly astounding.
Look, take a single host organism,
like this one from a nitrogen based environment.
Now, I'll add a molecule chain from that suit of yours.
They're bonding.
It's replicating and mutating the molecular structure
of its own DNA.
It's actually improving on the host organism.
Host organism?
That's what I am to this thing?
Apparently.
It's a symbian,
an organism that thrives by bonding with another.
In this case, me.
But not only does the suit bond,
in time it replaces.
I'd almost be willing to see if this piece
of material is a sentient creature.
You mean it thinks?
Where do you think you're going?
You've got to get that suit off!
I can't, not yet.
I have some things I have to take care of first.
[Dr. Connors] Get rid of it!
I need it!
[groans]
It's gone... the man in a rhino costume.
[groans]
There was a guy in a rhino suit.
You lied to me!
OK, OK, it was just some fool
in a bad Halloween costume.
What's the big deal?
I can't have someone who works for me
coloring the truth and leaving out facts.
It's against everything I stand for.
You're history, Brock!
Outta here! Fired!
What? No, no, wait!
I have more pictures.
Out!
Come on, you hate Spider-Man, both of us do.
I thought you'd be glad to hear he took
the Promethium X. JJ, I did it for you.
You did this for yourself, Brock.
Get me security, I've got some trash they can throw out.
Because Eddie Brock, an ex-Bugle reporter withheld
important evidence in this case,
I must regretfully withdraw my reward for the capture of
Spider-Man until this matter
has been thoroughly investigated.
Who is this Eddie Brock?
We have to make sure that none of this
can be traced back to me.
I've got the perfect device,
and the perfect man to use it.
Spider-Man, everywhere I turn he's in my way.
He cost me my job, my reputation,
[sneezes] my health!
My apartment?
[Spider-Man thinking] Now for a little game
of hide and seek.
I figure Brock's hidden that film of the rhino
in here somewhere, and I'm gonna find it.
Come on, Brock, where is it?
Not too hygienic, you know, but clever.
And now Mr. Brock will learn a serious lesson
about the dangers of lying.
[man] You Eddie Brock?
[Brock] Who wants to know?
My boss wants to know.
[Spider-Man thinking] What's this about?
This is why they call me The Shocker.
So, very painful, or sort of painful, it's up to you.
Where are the photos of the crash site?
What's this, a fight, and nobody invited me?
You stay out of this?
Reasonable advice.
But I haven't had much use for reason lately.
Getting rid of you is gonna be a blast!
[evil laugh]
Rest in pieces, wall crawler.
How about I follow you instead?
All right, Shocker, which door did you use?
You can confuse my eyes, but not my spider sense.
Did you take care of Mr. Brock?
No, he got away.
[Spider-Man thinking] Now maybe I can crawl through
an air vent.
Air vent? That's the old Spidey talking.
I did smash Spider-Man though.
Oh, well, if it isn't my old friend Allister Smithe.
How did you get in here?
[Spider-Man] Since I got my new suit,
I get invited to all the best parties.
Don't go.
This party's just getting rolling!
The Promethium!
No kidding.
Shocker, he's got the Promethium X!
I can see you're all tied up
so I'll be on my way.
Let's see why everybody's so hot for this little rock.
[electronic beep]
Hmm, basic structure.
Density, molecular weight.
Ah, it looks like it's heat activated.
Well... what do you know?
What's the matter with you two? What happened?
Spider-Man took the Promethium X.
Then you will have to get it back,
even if you must take the whole city hostage.
Excellent idea.
[announcement over PA]
[groans]
Who are you? What do you want?
We got important business you and I.
What have you done to my son?
Listen and listen well.
This just in, Astronaut John Jameson
has been kidnapped from his hospital room.
We go now to the colonel's father,
J. Jonah Jameson, with a statement from his
Manhattan home.
Spider-Man, wherever you are, if you're within
the sound of my voice, you must contact me.
It's a matter of life and death.
So now I'm supposed to come running when you call?
[sighs] This is for John, old man, not for you.
I'm getting real tired of cleaning up
your messes, Jameson.
I knew if I tailed you long enough
somethin' would turn up.
Bet you're plotting against me with Spider-Man.
John?
First, hand over the Promethium X.
Not until we see Colonel Jameson.
Son!
All right, Smithe, you win.
Here it is.
Dad, I knew I could count on you.
Always, son, always.
Jameson, untie the colonel and get him
as far away from here as you can.
I'll guard you both from the rear.
That's it then, deal's done.
Not quite.
A double cross?
Big surprise.
If you think that's a surprise,
you're in for a real shock.
And I'm gonna tear you limb from limb.
Oh, I'm all shook up.
Oh, Spider-Man's in trouble, perfect.
Pathetic.
Can't pull the wool over me!
[grunting]
Come on! Let's get this over with.
I said come on!
It's payback time, web slinger.
[groans]
I still got business with you.
[groans]
Forget him, you're not done yet with me.
Surprised, Shocker?
Let me tell it to you straight.
I am invincible!
Get back here, Shocker!
Shocker!
You can't escape me,
I'll chase you to the ends of the earth!
Hey, what--
What good are those blasters to you now?
[mumbles indistinctly]
[groans]
You?
I'm gonna save you for dessert.
[groans]
And you, you're the main course.
You'll pay for this.
The check's in the mail, baby.
Oh! What are you trying...
No. I give up.
Come on.
You're supposed to be the good guy, you can't do this!
Why not?
I have the power.
Ah, my Uncle Ben, he always used to tell me,
with great power comes great responsibility.
[groans]
I knew you wouldn't.
[screams]
[Spider-Man thinking] What have I done?
[screams]
What's this costume doing?
Doc Connors was right, the symbian's taking control.
I gotta get it off.[groans]
Oh, it's too late, it won't let me.
[church bell rings loudly]
This suit is in pain, I can feel it, why?
[groans] Sonic vibrations!
Noise makes you crazy,
I should've guessed that before.
Why didn't I know your weakness?
Did you block it from my mind
to protect yourself?
Was Connors right?
Stay away from me.
I thought I wanted what you had to offer,
but I'm not like you, and I won't let you do this to me.
No!
[church bell continues]
[Peter thinking] At last, it's over.
I gotta get out of here.
[groans]
I have it!
Now, gentlemen, what am I bid?
Wait a minute, first you need to prove to us again
that this is the real stuff.
As you wish.
Eh! What are you trying to pull now?
This Promethium X is almost
completely transmuted into lead.
How could that have happened?
It appears to be the nature of Promethium X,
it's radioactive half-life must be only days.
Why didn't you tell me this before?
Because you never gave me an opportunity to study it.
Then it's useless!
He knew it, Spider-Man knew it.
[groans]
Ah!
[growls]
[Venom] Spider-Man!
Enjoy the fame while it lasts!
♪ Spider-Man, Spider-Man ♪
♪ Radioactive Spider-Man ♪
♪ Spider blood, spider blood ♪
♪ Radioactive spider blood ♪
♪ Spider blood ♪
♪ Spider-Man ♪