1
00:00:01,833 --> 00:00:02,958
[Kingpin] Previously on
Spider-Man...

2
00:00:03,208 --> 00:00:04,875
[chuckles]

3
00:00:04,875 --> 00:00:09,458
New York's leading
philanthropist, Wilson Fisk.

4
00:00:09,458 --> 00:00:11,000
Thank you, Mr. Osborn.

5
00:00:11,000 --> 00:00:13,833
Dig a hole for your
final resting place.

6
00:00:13,833 --> 00:00:16,875
-Huh?
-[explosion booms]

7
00:00:16,875 --> 00:00:18,458
I wanna know who that is.

8
00:00:18,458 --> 00:00:20,250
Name's Hobgoblin!

9
00:00:20,250 --> 00:00:21,583
[Spider-Man thinking]
This clown's out maneuvering me

10
00:00:21,583 --> 00:00:23,000
every step of the way.

11
00:00:23,000 --> 00:00:25,875
How do I nail this
flying lunatic?

12
00:00:25,875 --> 00:00:28,500
You failed me,
you failed to tell me

13
00:00:28,500 --> 00:00:30,166
Spider-Man would get involved.

14
00:00:30,166 --> 00:00:32,708
Pay up and I'll take
another shot at Fisk!

15
00:00:32,708 --> 00:00:33,875
You're fired!

16
00:00:33,875 --> 00:00:36,708
I'll take the wing as payment.

17
00:00:36,708 --> 00:00:37,875
How convenient.

18
00:00:37,875 --> 00:00:39,708
All of your men, Fisk.

19
00:00:39,708 --> 00:00:41,000
Why should I do that?

20
00:00:41,166 --> 00:00:42,958
Why do you want me
as your roommate?

21
00:00:42,958 --> 00:00:44,458
This is the man's home now.

22
00:00:44,458 --> 00:00:46,833
I just hope you two
bachelors don't ruin it.

23
00:00:46,833 --> 00:00:48,750
-Aunt May!
-[man chuckles]

24
00:00:48,750 --> 00:00:51,291
-What on--
-That kid, perfect!

25
00:00:51,291 --> 00:00:52,708
[evil laughter]

26
00:00:52,708 --> 00:00:55,708
-[explosion rumbles]
-[groans]

27
00:00:55,708 --> 00:00:57,125
All we can do is give her time.

28
00:00:57,125 --> 00:00:58,583
[Harry] What do you
want from me?

29
00:00:58,583 --> 00:01:00,000
Your Dad's loaded.

30
00:01:00,000 --> 00:01:02,500
You kidnapped my son!

31
00:01:02,500 --> 00:01:05,000
This is what happen's
when somone tries

32
00:01:05,000 --> 00:01:06,708
to double cross me.

33
00:01:06,708 --> 00:01:08,500
What are you suggesting?

34
00:01:08,500 --> 00:01:10,708
We can get Fisk together.

35
00:01:10,708 --> 00:01:13,291
I need a better weapon.

36
00:01:13,291 --> 00:01:14,583
[evil laughter]

37
00:01:14,583 --> 00:01:16,583
I know that laugh anywhere!

38
00:01:16,583 --> 00:01:18,708
Different wings, same jerk.

39
00:01:18,708 --> 00:01:21,125
[Hobgoblin] Let's see
what this baby can do.

40
00:01:21,125 --> 00:01:22,875
[evil laughter]

41
00:01:24,375 --> 00:01:26,875
Spider-Man!
You're right on time ...

42
00:01:26,875 --> 00:01:28,416
For your funeral.

43
00:01:28,416 --> 00:01:30,083
[explosion rumbles]

44
00:01:30,083 --> 00:01:32,083
[theme song playing]

45
00:01:40,083 --> 00:01:43,708
♪ Spider-Man, Spider-Man ♪

46
00:01:43,708 --> 00:01:47,625
♪ Radioactive Spider-Man ♪

47
00:01:47,625 --> 00:01:51,875
♪ Spider-Man, Spider-Man ♪

48
00:01:51,875 --> 00:01:56,125
♪ Radioactive Spider-Man ♪

49
00:01:56,250 --> 00:02:00,125
♪ Spider-Man, Spider-Man ♪

50
00:02:00,250 --> 00:02:04,250
♪ Radioactive Spider-Man ♪

51
00:02:10,500 --> 00:02:11,875
♪ Spider blood, spider blood ♪

52
00:02:11,875 --> 00:02:14,250
♪ Radioactive spider blood ♪

53
00:02:14,250 --> 00:02:16,166
♪ Spider blood, spider blood ♪

54
00:02:16,166 --> 00:02:18,708
♪ Radioactive spider blood ♪

55
00:02:26,583 --> 00:02:29,458
♪ Spider-Man, Spider-Man ♪

56
00:02:37,583 --> 00:02:41,375
[debris falling]

57
00:02:41,375 --> 00:02:42,750
[Spider-Man thinking]
Where are the skyscrapers

58
00:02:42,750 --> 00:02:43,958
when you need 'em?

59
00:02:43,958 --> 00:02:45,416
Can't get airborne.

60
00:02:45,416 --> 00:02:47,458
[evil laughing]

61
00:02:47,458 --> 00:02:49,708
Maybe I can use that
truck for cover.

62
00:02:49,708 --> 00:02:52,375
[groans]

63
00:02:52,375 --> 00:02:55,583
Hope Rat-Man and Cockroach-Man
aren't already in here.

64
00:02:56,625 --> 00:02:59,583
[evil laughter]

65
00:03:01,458 --> 00:03:02,875
[Hobgoblin] Bombs away!

66
00:03:04,708 --> 00:03:05,875
[evil laughing]

67
00:03:05,875 --> 00:03:07,625
Where's he getting this stuff?

68
00:03:07,625 --> 00:03:11,166
I've heard of country's
with smaller arsenal.

69
00:03:13,583 --> 00:03:17,000
[slicing sounds]

70
00:03:17,000 --> 00:03:20,875
[groans]

71
00:03:20,875 --> 00:03:23,583
Think you're smart, Spider-Man?

72
00:03:23,583 --> 00:03:26,583
You're not as smart
as these smart bombs!

73
00:03:28,875 --> 00:03:31,458
Happy trails, Spider-Man!

74
00:03:31,458 --> 00:03:34,125
[evil laughing]

75
00:03:35,708 --> 00:03:39,208
[sirens in the distance]

76
00:03:39,208 --> 00:03:40,291
[man] Did you see it?

77
00:03:40,291 --> 00:03:41,708
He never had a chance!

78
00:03:41,708 --> 00:03:43,375
[man]
Who's gonna pay for all this?

79
00:03:43,375 --> 00:03:47,500
[crowd bickering]

80
00:03:47,500 --> 00:03:48,875
[Spider-Man thinking]
Ugh, first he knocks me

81
00:03:48,875 --> 00:03:50,708
out of the air

82
00:03:50,708 --> 00:03:52,208
and now he's taken
over the ground, too.

83
00:03:52,208 --> 00:03:54,333
At least I've still got
the sewer.

84
00:03:58,166 --> 00:03:59,250
Hey!

85
00:04:03,875 --> 00:04:06,708
You can't get rid
of me that easily.

86
00:04:06,708 --> 00:04:09,208
Not after what you
did to Aunt May.

87
00:04:09,208 --> 00:04:12,000
[dramatic music]

88
00:04:12,000 --> 00:04:13,333
[static]

89
00:04:16,083 --> 00:04:18,000
And police
still have no leads

90
00:04:18,000 --> 00:04:19,208
in the kidnapping.

91
00:04:21,208 --> 00:04:24,000
John Osborn was taken from
his Manhattan apartment

92
00:04:24,000 --> 00:04:27,458
by a masked man calling
himself The Hobgoblin.

93
00:04:27,458 --> 00:04:30,708
Osborn's father,
industrialist, Norman Osborn,

94
00:04:30,708 --> 00:04:32,458
has refused to comment.

95
00:04:32,458 --> 00:04:34,833
What did the Hobgoblin
want from you?

96
00:04:34,833 --> 00:04:36,583
You can't just
come in here and--

97
00:04:36,583 --> 00:04:38,583
Why was he here?

98
00:04:38,583 --> 00:04:41,250
[stammers] I can't tell you,
it's personal.

99
00:04:41,250 --> 00:04:42,875
Hey!

100
00:04:42,875 --> 00:04:45,875
You better tell me,
it's personal for me, too.

101
00:04:45,875 --> 00:04:49,208
Look, this is all
been taken care of.

102
00:04:49,208 --> 00:04:50,625
What are you saying?

103
00:04:50,625 --> 00:04:52,250
Don't tell me you
made a deal with him.

104
00:04:52,250 --> 00:04:54,083
You trusting the Hobgoblin?!

105
00:04:54,083 --> 00:04:55,291
I had too!

106
00:04:55,291 --> 00:04:56,583
I could lose it all,

107
00:04:56,583 --> 00:04:58,958
my company, my inventions.

108
00:04:58,958 --> 00:05:01,083
-Everything!
-What about your son?

109
00:05:01,083 --> 00:05:03,125
I said everything.

110
00:05:03,125 --> 00:05:05,458
Look, you, don't judge me.

111
00:05:05,458 --> 00:05:06,750
I know what I'm doing.

112
00:05:06,750 --> 00:05:08,708
This will all be
over by midnight.

113
00:05:08,708 --> 00:05:10,416
Midnight, huh?

114
00:05:10,416 --> 00:05:12,875
Then you can expect to
see me, one minute after.

115
00:05:12,875 --> 00:05:14,458
Just to make sure.

116
00:05:17,833 --> 00:05:20,458
-How is she?
-Peter, there's no change.

117
00:05:20,458 --> 00:05:23,000
Mary Jane I really
appreciate you staying.

118
00:05:23,000 --> 00:05:26,291
Peter, you don't
have to thank me.

119
00:05:26,291 --> 00:05:28,708
It means a lot to Aunt May
and to me.

120
00:05:28,708 --> 00:05:30,583
I hope some day you
forgive me, Aunt May.

121
00:05:30,583 --> 00:05:33,000
This is all my fault.

122
00:05:33,000 --> 00:05:34,750
Fisk!

123
00:05:34,750 --> 00:05:36,083
Boss!

124
00:05:36,083 --> 00:05:39,083
Hmm, where is everybody?

125
00:05:43,000 --> 00:05:45,458
Hmm. [evil laughter]

126
00:05:45,458 --> 00:05:46,750
Yeah.

127
00:05:46,750 --> 00:05:48,458
-[Kingpin] Comfortable?
-Huh?

128
00:05:48,458 --> 00:05:52,333
I see you have a fondness
for the trappings of power.

129
00:05:52,333 --> 00:05:54,416
Oh, not just the trappings.

130
00:05:54,416 --> 00:05:57,875
I like the prestige
and the influence, too.

131
00:05:57,875 --> 00:06:00,625
It seems you want what I have.

132
00:06:00,625 --> 00:06:03,166
You read me like a book.

133
00:06:03,166 --> 00:06:06,333
Speaking of books, I've
got to balance mine.

134
00:06:06,333 --> 00:06:08,583
It's time I got paid.

135
00:06:08,583 --> 00:06:11,458
I've got something
to show you first.

136
00:06:11,458 --> 00:06:13,333
We can get Fisk together!

137
00:06:13,333 --> 00:06:15,000
Oh, that!

138
00:06:15,000 --> 00:06:18,125
I was just getting what
I could for myself, Fisk.

139
00:06:18,125 --> 00:06:19,875
As I always do.

140
00:06:19,875 --> 00:06:22,291
It's just good business

141
00:06:22,291 --> 00:06:25,291
and you like the way I
do business, don't you?

142
00:06:25,291 --> 00:06:28,875
[Kingpin] What I like is of
less consequence

143
00:06:28,875 --> 00:06:30,250
than what I demand.

144
00:06:32,000 --> 00:06:34,375
I demand loyalty.

145
00:06:34,375 --> 00:06:37,375
As of now, you are terminated.

146
00:06:37,375 --> 00:06:39,125
No!

147
00:06:39,125 --> 00:06:41,125
I've worked too hard to
have it end this way.

148
00:06:41,125 --> 00:06:45,833
Guards, I never want
to see him again.

149
00:06:45,833 --> 00:06:48,208
[evil laughter]

150
00:06:52,583 --> 00:06:54,875
[evil laughter]

151
00:06:54,875 --> 00:06:56,375
He must not get away.

152
00:06:56,375 --> 00:06:58,750
As if anyone could stop me!

153
00:06:58,750 --> 00:07:01,833
[evil laughter]

154
00:07:09,375 --> 00:07:11,000
Come on, come on!

155
00:07:12,000 --> 00:07:13,250
Yes!

156
00:07:14,875 --> 00:07:19,208
The measure of a man is
how he handles defeat.

157
00:07:19,208 --> 00:07:22,458
So let's see how
you handle yours!

158
00:07:22,458 --> 00:07:24,125
[guards clamor]

159
00:07:24,125 --> 00:07:25,291
Where'd that come from?

160
00:07:27,875 --> 00:07:29,458
Shut the portal.

161
00:07:29,458 --> 00:07:32,416
Another of Osborn's
toys no doubt.

162
00:07:46,166 --> 00:07:49,083
Where do you think
you're going, Smythe.

163
00:07:49,083 --> 00:07:50,291
We've gotta get out!

164
00:07:50,291 --> 00:07:52,291
Retreat?
From him?

165
00:07:55,291 --> 00:07:57,875
You'd rather be buried here?

166
00:07:57,875 --> 00:08:00,875
[evil laughter]

167
00:08:00,875 --> 00:08:02,000
Run!

168
00:08:02,000 --> 00:08:04,000
It's our only chance.

169
00:08:06,333 --> 00:08:07,708
Yes!

170
00:08:11,375 --> 00:08:14,083
Well, what do you know
I finally got him.

171
00:08:14,083 --> 00:08:17,875
Well, really the worse for wear

172
00:08:17,875 --> 00:08:20,458
but the important thing is,

173
00:08:20,458 --> 00:08:22,708
it's mine now!

174
00:08:22,708 --> 00:08:25,375
All mine.

175
00:08:25,375 --> 00:08:28,583
[evil laughter]

176
00:08:28,583 --> 00:08:30,083
Mine!

177
00:08:31,416 --> 00:08:36,000
Oh, every inch of
optical fiber,

178
00:08:36,000 --> 00:08:37,833
every bite of information,

179
00:08:37,833 --> 00:08:39,333
all mine.

180
00:08:43,750 --> 00:08:47,208
Well? What are you waiting for?

181
00:08:47,208 --> 00:08:49,708
[stammers]
My father paid the ransom?

182
00:08:49,708 --> 00:08:51,708
I'm free to go?

183
00:08:51,708 --> 00:08:55,500
Free? Nothing with
me is ever free.

184
00:08:55,625 --> 00:08:57,875
You're mine now

185
00:08:57,875 --> 00:09:01,083
and so is all of this.

186
00:09:02,291 --> 00:09:07,708
Look at it, it's a worldwide
network of illegal information.

187
00:09:07,708 --> 00:09:13,291
See? Instantaneous contact
with any place on the planet.

188
00:09:14,750 --> 00:09:17,208
Oh, but I don't just
observe in here,

189
00:09:17,208 --> 00:09:20,125
I control the information

190
00:09:20,125 --> 00:09:25,500
and the better I control it,
the more money I make!

191
00:09:25,500 --> 00:09:27,500
Everything's wired
to this panel,

192
00:09:27,500 --> 00:09:31,375
power, water,
security, everything!

193
00:09:31,375 --> 00:09:32,875
I can stay here forever.

194
00:09:32,875 --> 00:09:34,958
Then what do you
want from my father?

195
00:09:34,958 --> 00:09:36,458
Revenge.

196
00:09:36,458 --> 00:09:40,416
And now that I have you,
I'm going to get it.

197
00:09:42,625 --> 00:09:44,000
[screen ringing]

198
00:09:44,000 --> 00:09:46,000
Evening, Osborn.

199
00:09:46,000 --> 00:09:48,000
You were supposed
to come back here.

200
00:09:48,000 --> 00:09:49,125
What went wrong?

201
00:09:49,125 --> 00:09:50,583
Nothing went wrong,

202
00:09:50,583 --> 00:09:53,000
your wings
a true marvel, Osborn.

203
00:09:53,000 --> 00:09:54,750
It helped me destroy
the Kingpin,

204
00:09:54,750 --> 00:09:57,333
just like you wanted
from the start.

205
00:09:57,333 --> 00:09:59,125
Then why aren't you here?

206
00:09:59,125 --> 00:10:01,375
I've rethought
our arrangement.

207
00:10:01,375 --> 00:10:03,958
Now that I've got
the Kingpin's empire,

208
00:10:03,958 --> 00:10:06,000
I want Oscorp, too.

209
00:10:06,000 --> 00:10:09,000
All of it, not just
your inventions.

210
00:10:09,000 --> 00:10:12,000
Are you out of your--
Why you--

211
00:10:12,000 --> 00:10:15,500
I'll expose your identity
for all the world to--

212
00:10:15,500 --> 00:10:16,583
Harry?

213
00:10:17,000 --> 00:10:19,708
Say hello to your
old man, junior.

214
00:10:19,708 --> 00:10:22,250
[muffled yelling]

215
00:10:22,250 --> 00:10:23,750
[evil laughter]

216
00:10:23,750 --> 00:10:26,458
This town has a new
Kingpin, Osborn,

217
00:10:26,458 --> 00:10:28,458
and it's me!

218
00:10:28,458 --> 00:10:29,958
Hobgoblin!

219
00:10:29,958 --> 00:10:31,375
Come back, Hobgoblin!

220
00:10:31,375 --> 00:10:34,583
You filthy, rotten, lying--

221
00:10:34,583 --> 00:10:38,000
I believe the word you're
search for is traitor.

222
00:10:38,000 --> 00:10:40,000
Ironic isn't it?

223
00:10:40,000 --> 00:10:42,708
You started this by
double crossing me

224
00:10:42,708 --> 00:10:45,458
and now he is
double crossing you.

225
00:10:45,458 --> 00:10:47,375
But he said you were--

226
00:10:47,375 --> 00:10:49,583
That report was
greatly exaggerated.

227
00:10:49,583 --> 00:10:52,416
Much like your IQ, Osborn.

228
00:10:52,416 --> 00:10:55,125
Only a fool would bring
this down on himself.

229
00:10:55,125 --> 00:10:59,458
It was because of you two,
trying to bleed my company dry.

230
00:10:59,458 --> 00:11:01,125
You left me no choice.

231
00:11:01,125 --> 00:11:02,458
Enough.

232
00:11:02,458 --> 00:11:04,291
Recriminations are useless.

233
00:11:04,291 --> 00:11:07,291
I suggest we attend to
more important matters,

234
00:11:07,291 --> 00:11:09,708
like eliminating the Hobgoblin.

235
00:11:09,708 --> 00:11:11,291
And how can we
possibly do that?

236
00:11:11,291 --> 00:11:13,583
There's a secret
tunnel that leads

237
00:11:13,583 --> 00:11:15,250
back to my headquarters.

238
00:11:15,250 --> 00:11:17,250
We used it for our escape.

239
00:11:17,250 --> 00:11:20,458
Therefore, we have
a way back in.

240
00:11:20,458 --> 00:11:23,833
All we need from you
is a weapon

241
00:11:23,833 --> 00:11:25,958
that can stand up to that wing.

242
00:11:25,958 --> 00:11:28,000
A weapon?

243
00:11:28,000 --> 00:11:30,583
I just might have something,

244
00:11:30,583 --> 00:11:34,458
or perhaps I should say,
someone.

245
00:11:36,166 --> 00:11:37,833
[Spider-Man thinking]
Aunt May,

246
00:11:37,833 --> 00:11:40,708
I wish I could be there
with you right now.

247
00:11:43,375 --> 00:11:46,458
It's midnight and I don't
see your son anywhere.

248
00:11:46,458 --> 00:11:48,166
You were right.

249
00:11:48,166 --> 00:11:50,250
I never should have
trusted the Hobgoblin

250
00:11:50,250 --> 00:11:52,583
but I got one ace up my sleave.

251
00:11:52,583 --> 00:11:54,458
I'm suppose to trust you?

252
00:11:54,458 --> 00:11:56,750
We both want the Hobgoblin,
don't we?

253
00:11:56,750 --> 00:11:59,250
Oh, I want him, all right.

254
00:12:00,833 --> 00:12:02,583
This is it?

255
00:12:02,583 --> 00:12:05,875
There's a tunnel inside
that leads to his hideout.

256
00:12:05,875 --> 00:12:08,416
You better not be playing
games with me, Osborn.

257
00:12:08,416 --> 00:12:11,708
'Cause if you are,
I know where to find you.

258
00:12:12,750 --> 00:12:15,583
[dramatic music]

259
00:12:19,708 --> 00:12:21,583
[Spider-Man thinking] Huh?
This doesn't look

260
00:12:21,583 --> 00:12:23,583
like the entrance
to a criminal stronghold.

261
00:12:25,875 --> 00:12:27,833
This is a different story.

262
00:12:29,833 --> 00:12:30,875
[groans]

263
00:12:32,375 --> 00:12:33,583
Here goes nothing.

264
00:12:36,000 --> 00:12:37,583
He's on his way.

265
00:12:37,583 --> 00:12:39,208
Brilliant strategy,

266
00:12:39,208 --> 00:12:42,583
using one of our enemies
to fight the other.

267
00:12:42,583 --> 00:12:45,416
This should be quite a show.

268
00:12:45,416 --> 00:12:48,000
[Spider-Man thinking] I wish
I had some idea of where I am,

269
00:12:48,000 --> 00:12:50,083
but with all these
twists and turns,

270
00:12:50,083 --> 00:12:51,875
I haven't got a clue.

271
00:12:58,958 --> 00:13:01,166
Well, no where to go now
but up!

272
00:13:07,833 --> 00:13:09,375
You need land mines?

273
00:13:09,375 --> 00:13:11,958
Sure I know where
you can get 'em.

274
00:13:11,958 --> 00:13:14,208
But I want double
the commission. [evil laughter]

275
00:13:16,375 --> 00:13:18,833
Good news, Merrick,
I'm gonna help you

276
00:13:18,958 --> 00:13:21,416
get rid of those extra mines

277
00:13:21,416 --> 00:13:23,000
but I want half the profit

278
00:13:23,000 --> 00:13:26,875
or they can rust
in your warehouse.

279
00:13:28,375 --> 00:13:30,166
Spider-Man!

280
00:13:30,166 --> 00:13:31,750
But how did you--

281
00:13:33,583 --> 00:13:36,416
No matter.

282
00:13:36,416 --> 00:13:39,250
Welcome to my new kingdom.

283
00:13:39,250 --> 00:13:41,125
Wherever you are,

284
00:13:41,125 --> 00:13:44,333
here let me give you
a proper greeting.

285
00:13:46,583 --> 00:13:47,708
[Spider-Man] Stuck?

286
00:13:47,708 --> 00:13:49,208
How about a kick start.

287
00:13:51,208 --> 00:13:54,458
[metal clanging]

288
00:13:55,416 --> 00:13:56,583
No!

289
00:13:56,583 --> 00:13:58,375
Look what you made me do.

290
00:13:58,375 --> 00:14:01,000
All flights have been canceled,
Red Baron.

291
00:14:02,583 --> 00:14:04,500
[Harry] Watch it, Spidey,
those discs of his

292
00:14:04,500 --> 00:14:06,000
are razor sharp.

293
00:14:15,583 --> 00:14:16,958
[Kingpin]
Only a few more minutes,

294
00:14:16,958 --> 00:14:18,708
a few more!

295
00:14:20,583 --> 00:14:21,833
[Spider-Man groans]

296
00:14:25,583 --> 00:14:27,500
Get out here, face me!

297
00:14:27,500 --> 00:14:30,166
[evil laughter]

298
00:14:30,166 --> 00:14:33,500
Careful what you wish for.

299
00:14:33,500 --> 00:14:35,000
End game, Spider-Man.

300
00:14:45,583 --> 00:14:49,583
It's all ruined,
I've lost everything!

301
00:14:49,583 --> 00:14:51,708
You still got your life,
for the moment.

302
00:14:51,708 --> 00:14:52,875
My last one.

303
00:14:52,875 --> 00:14:54,583
Where's Harry Osborn?

304
00:14:54,583 --> 00:14:57,875
You want him? You got him!

305
00:14:58,000 --> 00:15:00,375
Catch that, wall crawler!

306
00:15:00,375 --> 00:15:02,875
[evil laughter]

307
00:15:10,708 --> 00:15:12,458
[Smythe] The plants working.

308
00:15:12,458 --> 00:15:15,708
Of course,
you expected something less

309
00:15:15,708 --> 00:15:17,416
from the Kingpin?

310
00:15:19,416 --> 00:15:20,833
Good, you're OK.

311
00:15:20,833 --> 00:15:22,708
I'll be right back,

312
00:15:22,708 --> 00:15:24,166
on second thought.

313
00:15:27,875 --> 00:15:30,375
Lets go before this
place collapses!

314
00:15:33,875 --> 00:15:35,166
Come on.

315
00:15:38,375 --> 00:15:40,875
Spider-Man and Osborn
are in the elevator.

316
00:15:40,875 --> 00:15:43,875
The web slinger must not
be allowed to escape.

317
00:15:46,291 --> 00:15:47,708
Can't this thing go any faster?

318
00:15:51,625 --> 00:15:53,166
I hadn't asked.

319
00:16:01,708 --> 00:16:03,750
No more Spider-Man.

320
00:16:03,750 --> 00:16:06,291
Easily worth the price
of an elevator,

321
00:16:06,291 --> 00:16:09,166
wouldn't you say, Smythe?

322
00:16:09,166 --> 00:16:11,291
Next time
we'll take the stairs.

323
00:16:11,291 --> 00:16:14,250
No, they made it to the tunnel!

324
00:16:14,375 --> 00:16:17,250
Then you know
what you have to do.

325
00:16:17,375 --> 00:16:19,208
As soon as I get you
out of here, Osborn,

326
00:16:19,208 --> 00:16:20,875
I'm gonna go back
down this tunnel

327
00:16:20,875 --> 00:16:22,500
and find out where
we just came from.

328
00:16:24,958 --> 00:16:26,458
Maybe not!

329
00:16:41,458 --> 00:16:43,125
Now I'll never know
where we were.

330
00:16:45,125 --> 00:16:46,291
It worked,

331
00:16:46,416 --> 00:16:48,708
exactly as planned.

332
00:16:48,833 --> 00:16:51,250
Ever hear the phrase,
heretic victory?

333
00:16:51,375 --> 00:16:55,875
You're wrong, Smythe,
we're going to rebuild it

334
00:16:55,875 --> 00:16:57,875
bigger and better than before.

335
00:16:57,875 --> 00:17:01,458
The main thing is,
it's mine again.

336
00:17:04,291 --> 00:17:07,000
I'm sorry but there's
no improvement.

337
00:17:07,166 --> 00:17:10,250
Peter, where are you?

338
00:17:13,583 --> 00:17:14,583
What's wrong with him?

339
00:17:14,708 --> 00:17:16,458
He took a fall.

340
00:17:16,458 --> 00:17:17,583
He'll be OK.

341
00:17:19,000 --> 00:17:20,416
What about the Hobgoblin?

342
00:17:20,416 --> 00:17:23,333
-Gone.
-Then it's finally over.

343
00:17:23,458 --> 00:17:26,583
No way is it over,
I've got a lot of questions

344
00:17:26,583 --> 00:17:28,375
and I know you've
got the answers.

345
00:17:28,375 --> 00:17:31,875
Maybe I do but that
wasn't part of our deal.

346
00:17:31,875 --> 00:17:34,125
Still playing games,
huh, Osborn?

347
00:17:34,125 --> 00:17:36,625
Like the games you played
with the Hobgoblin

348
00:17:36,625 --> 00:17:37,958
and with your own son's life.

349
00:17:37,958 --> 00:17:39,833
Let go of me!

350
00:17:39,833 --> 00:17:42,375
What do you know? You think
I don't care about Harry?

351
00:17:42,458 --> 00:17:47,291
The fact is I do but my
work was all consuming.

352
00:17:47,291 --> 00:17:51,166
I was always away, do you
know what that's like?

353
00:17:51,291 --> 00:17:54,875
Missing his birthday parties,
his baseball games.

354
00:17:55,000 --> 00:17:58,250
Never being there when he
was sick and needed me.

355
00:17:58,375 --> 00:18:01,958
But none of that meant
I didn't care about him.

356
00:18:01,958 --> 00:18:05,125
It was just a matter
of making choices.

357
00:18:05,250 --> 00:18:09,333
Maybe, I made the wrong ones.

358
00:18:09,333 --> 00:18:11,833
Oh, what--what happ--

359
00:18:13,083 --> 00:18:16,000
It's payback time, Osborn.

360
00:18:18,625 --> 00:18:20,250
No!

361
00:18:20,250 --> 00:18:21,375
Harry!

362
00:18:22,458 --> 00:18:23,500
Osborn!

363
00:18:23,625 --> 00:18:25,000
You OK?

364
00:18:25,000 --> 00:18:27,583
[coughs]

365
00:18:27,583 --> 00:18:28,583
Dad?

366
00:18:30,000 --> 00:18:31,166
We're OK.

367
00:18:31,583 --> 00:18:33,708
I guess he finally
made the right choice.

368
00:18:33,708 --> 00:18:36,875
[Hobgoblin laughs evilly]

369
00:18:39,416 --> 00:18:43,291
So you're here too,
how convenient.

370
00:18:43,416 --> 00:18:45,291
[Spider-Man] Yeah, for me!

371
00:18:50,291 --> 00:18:52,708
[Hobgoblin laughs evilly]

372
00:18:56,875 --> 00:18:59,166
Let's get this over with!

373
00:19:01,583 --> 00:19:03,833
I can't out maneuver him.

374
00:19:03,958 --> 00:19:05,875
[evil laughing]

375
00:19:17,750 --> 00:19:20,750
[screams]

376
00:19:26,375 --> 00:19:28,583
That was for Aunt May!

377
00:19:30,875 --> 00:19:31,875
How is she?

378
00:19:31,875 --> 00:19:33,708
She's still the same.

379
00:19:33,708 --> 00:19:35,291
Where have you been?

380
00:19:35,291 --> 00:19:37,750
I, uh, I had to take
care of something.

381
00:19:37,750 --> 00:19:39,750
More important than this?

382
00:19:39,750 --> 00:19:42,166
That's what's wrong
with you kids today!

383
00:19:42,166 --> 00:19:45,000
You can't seem to make
the right choices.

384
00:19:45,000 --> 00:19:48,000
[sighs]
Thanks for staying, Mary Jane.

385
00:19:48,125 --> 00:19:50,375
I know your busy
moving out and all, so.

386
00:19:50,458 --> 00:19:52,750
-I'm not moving, Peter.
-You're not?

387
00:19:52,875 --> 00:19:55,458
I thought I wanted to
but after this,

388
00:19:55,583 --> 00:19:58,333
now I'm worried about
leaving my own aunt alone.

389
00:19:58,333 --> 00:19:59,708
So I can wait.

390
00:19:59,708 --> 00:20:00,958
Peter?

391
00:20:02,625 --> 00:20:04,000
Aunt May!

392
00:20:04,000 --> 00:20:05,375
Oh, we were so
worried about you.

393
00:20:05,458 --> 00:20:07,875
Oh, it was such a shock.

394
00:20:08,000 --> 00:20:10,458
Don't worry,
the Hob Goblin's gone now.

395
00:20:10,583 --> 00:20:14,583
The Hobgoblin?
Who's talking about that--

396
00:20:14,583 --> 00:20:16,375
It was your apartment, dear!

397
00:20:16,458 --> 00:20:19,708
-I've never seen such a mess.
-Oh...

398
00:20:19,708 --> 00:20:23,583
I don't think you're ready
to live on your own yet.

399
00:20:23,583 --> 00:20:24,625
I think you're right.

400
00:20:25,375 --> 00:20:29,458
And, Peter? When you saved
that nice Mr. Fisk's life,

401
00:20:29,583 --> 00:20:32,500
you did the right thing.

402
00:20:32,625 --> 00:20:35,500
Uncle Ben would have
been very proud.

403
00:20:37,708 --> 00:20:40,958
[Hobgoblin] Don't forget me,
Spider-Man.

404
00:20:40,958 --> 00:20:44,000
I'm not going to forget you.

405
00:20:50,708 --> 00:20:54,125
♪ Spider-Man, Spider-Man ♪

406
00:20:54,250 --> 00:20:58,750
♪ Radioactive Spider-Man ♪

407
00:21:06,375 --> 00:21:08,875
♪ Spider blood, spider blood ♪

408
00:21:08,875 --> 00:21:10,750
♪ Radioactive spider blood ♪

409
00:21:10,750 --> 00:21:12,583
♪ Spider blood, spider blood ♪

410
00:21:12,583 --> 00:21:14,000
♪ Spider-Man ♪