["Spider-Man Theme Song" by Joe Perry playing]
♪ Spider-Man ♪
♪ Radioactive Spider-Man ♪
♪ Spider-Man ♪
♪ Radioactive Spider-Man ♪
♪ Spider-Man ♪
♪ Radioactive Spider-Man ♪
[guitar break]
♪ Spider blood ♪
♪ Radioactive spider blood ♪
♪ Spider blood ♪
♪ Radioactive spider blood ♪
[guitar break]
♪ Spider-Man ♪
[plane engine roars]
[woman] Oh, my god!
Freeze! Don't even crack a smile!
[crowd screams]
[coughing]
After him!
[gasps]
Hey, you look just like...
me.
What took you so l-- [yells]
Colonel, in pursuit of subject in stolen helicopter, over.
[Colonel] Spread out, I don't want an accident.
But stay with him.
[Spider-Man] Uh, oh, good thing no one's moved into this building yet!
C'mon, pal, let's beat it before the fireworks start!
[cheering]
Help! Help!
[screams]
[gasps]
Buddy, you OK?
Get out of my way!
[crowd cheers]
Way to go, Spider-Man!
Hey! You! Stop!
What the--
[woman screams]
[siren wailing]
Hi, Ms. Grant!
Peter, you can't go in there!
Nah, I don't want escargot, I hate escargot.
-I want caviar! -Mr. Jameson?
Mr. Jameson! Mr. Jameson!
Parker, can't you see I'm busy
organizing the party of the century?
Mr. Jameson, you're late
for your tuxedo fitting, and the limo's waiting.
Blasted monkey suits, I hate em'.
Mr. Jameson, hold on a second!
Mr. Jameson, wait! I need to talk to you!
[pants]
I just wanted to ask if I could
photograph the peace treaty signing.
Are you nuts? This isn't gonna be some
web-filled crime scene it's an important world event!
[Peter] But--
-I want a seasoned pro there! -But, Mr.--
-[John] You're strictly freelance, Parker! -[Peter] But I--
But let me plead my case!
You got from here to the tailor's, kid, make it good!
-Get in. -All right!
Sir, two world leaders signing
a peace treaty after centuries
of hostile aggression,
this is the kind of photo that can win a Pulitzer!
All I need is one good shot!
Can't. Each newspaper is only allowed one photographer.
Well, what about your party tonight?
It's the only time the two leaders
will be seen together before the signing!
After all the great Spider-Man photos I've taken for you?
[John] Oh, all right, all right!
I'll see if I can get you clearance.
Driver, what are you doing?
My tailor isn't anywhere near this place!
[Peter] Hey!
-[gasps] -Just be calm, Mr. Jameson. No harm will come to you.
Maybe you forgot to pay your last tailors bill.
You don't let me go immediately,
you'll wish you'd never eyes on me!
[Peter thinking] I'd better hang tight
and see what's going down, unlike Mr. Calm next to me.
[Jameson] Do you know who you're dealing with?
Whoa! [grunts]
[Peter thinking] I'm here by accident,
but why do they want Jameson?
Only one way to find out.
[laser guns firing]
What is this place?
This looks like some kind of training center for assassins!
Maybe this is a way out!
[wind blows loudly]
Whoa!
I'm airborne!
How did I end up here?
What is this place?
[Peter grunts]
Whoever these guys are, they mean business!
But what have they done with Jameson?
[John] What have you done with Parker?
[man] You and I've got to talk.
[John] Just who the blazes are you?
[Fury] Name's Fury. Colonel Nick Fury.
I call the shots around here.
It can't be!
[Peter thinking] The war hero?
What's wrong, Jameson?
You look like you've seen a ghost!
You're not supposed to be alive!
That's what Uncle Sam wants the world to believe.
But I printed your obituary!
I wouldn't brag about it, Mister.
Bugle.
Obits.
Fury.
Nick.
You flipped the negative of my picture.
My patch is on the wrong eye!
You're a real piece of work, Jameson, now listen up.
From now on, zero mistakes, get it?
What is this place?
Welcome to Supreme Headquarters International
Espionage Law-Enforcement Division.
We call it S.H.I.E.L.D.
Never heard of it!
Even the FBI and CIA are kept in the dark about us.
S.H.I.E.L.D.'s job is to secretly try to
keep the world in one piece, no matter what it takes.
This is the Chameleon, a deadly stop-at-nothing hit man.
He can transform himself into a carbon-copy
of any person who's image he can grab with this.
I first heard of him in Istanbul when he blew up an embassy.
In Rome, he attacked a military post,
and then gave us the slip by taking
on the appearance of a clergyman.
Last I ran into him was in Sarajevo,
he got away as nurse.
No way he's gonna beat me again!
So? What's this got to do with me?
The Chameleon's been hired
by terrorists to total the peace treaty.
And that could mean war.
[Peter thinking] So that's it!
[Fury] This morning he arrived in New York City.
New York? My party!
And that's where we'll find the Chameleon!
In a disguise that's undetectable!
But I'm having police, security, and FBI there!
The place'll be sealed up tighter than--
[Fury] They won't even notice him.
[John] Then why don't we just cancel the party?
No can do, gotta act like everything's normal.
If we shut down every time someone threatens us,
the whole world would stop.
Now, I need you to wear this.
Nobody knows your employees better than you do.
That's why you're important to me.
If you see anything suspicious, tap on this pin,
and undercover S.H.I.E.L.D. agents will respond pronto.
The Bugle building is crawling with them.
But what do I--
Just keep your eyes open.
I'm sending you back now.
[Peter thinking] Oops, that's my cue!
[dramatic music]
What was that all about?
National security, Parker, can't discuss it.
[beep]
[Glory] Mr. Jameson!
You're back early, is your tuxedo fitting all done?
Yeah, all done.
I need the security plans for tonight!
I left a copy in your briefcase a half hour ago.
I need them in my hands right now!
Do you have a problem with that?
No, sir, I'll get them. Again.
Oh, hi there, Jonah.
Robby, I must talk to you in private. Immediately!
[Peter thinking] Something's not right.
-Here. -What's this?
[Glory] The security plans for tonight.
You gave me a copy before I left.
I know, that's what I told you!
Are you trying to drive me crazy?
What's wrong with her?
Jonah! I've gotta make a quick phone call.
I'll be right back.
Uh, Mr. Jameson, I've gotta run.
Hold it, Parker.
This little event today, I don't want you to--
Hey! Where'd those security plans go?
Well, they were right here.
Maybe Robby took them?
Well, why on Earth would he--
[gasps] No!
Robby!
[badges beeping]
[Robby] Hey! Hey! What are you--
[Spider-Man thinking] No spider sense, no Chameleon!
You've got it wrong! Let him go!
Spider-Man? What's he doing here?
[Fury, on radio] Agent 1, get him!
[Agent 1] No imaging device!
He's not the one! Fan out!
You! Stop!
I've got him! Floor seven, west wing!
He's in the form of Ms. Grant!
[Fury] All agents, floor seven!
Detain Glory Grant!
Cover all exits!
[Spider-Man] Gotcha!
I don't usually pick up strange women.
Funny, but not too smart.
[Spider-Man coughs]
[groans]
Stupid! Should've had him!
Talk about the dangers of second-hand smoke!
[footsteps]
[elevator bell dings]
Just the man I was looking for!
Peter, I'm understudying the lead
-in the Shakespeare Fest tonight... -[elevator bell dings]
...and I've saved you a seat.
Will you come?
[Mary Jane moans]
I'll take that as a yes!
Peter, why'd you do that?
I had to.
What made you think I'd let you?
I took a gamble that Peter Parker
was the luckiest man on Earth.
[suspenseful music]
[cameras clicking]
All units, red alert!
The VIPs are arriving. It's showtime!
Aha!
Bruce, looks like the Chameleon has arrived!
Keep smilin', old buddy.
Intruder alert! Floor 31, sector five!
There's been a breach!
Floor 31!
[Spider-Man] Chameleon, stop!
Whoa, nice haircut!
[Spider-Man coughing]
This guy's gonna ruin my lungs faster
than tailgating a Manhattan taxi!
It's the Chameleon! Get him!
No! Stay back!
This is stupid!
While we fight, the Chameleon gains the advantage!
Time to lose you boneheads!
Maybe it's time for me to change faces, too!
[Fury] Agent 1!
[Agent 1] Yes, Colonel?
Situation's code red. I'm coming there in person.
I'll rendezvous with you at the penthouse in 10 minutes.
Aye, sir. Over and out.
Penthouse. Code red.
I've got to get the VIPs out.
The Colonel thinks the Chameleon's moving upstairs.
[groans]
[speaking in French]
OK, OK, I'll check it out!
Gotta check the gas main.
Wherefore was I to this keen mockery born?
When at your hands did I deserve such scorn,
that you must flout my insufficiency?
[Mary Jane thinking] Where in blazes are you, Parker?
Good troth, you do me wrong, good sooth, you do,
in such disdainful manner me to woo.
But fare you well.
Perforce I must confess, I thought
you lord of more true gentleness.
How the heck did this happen?
[chefs cheer]
[muffled yell]
[elevator bell dings]
[Peter thinking] Now, if I were a Chameleon,
who's colors would I choose?
Spider sense! The Chameleon's close!
But where is he?
The Colonel says it's time to get the VIPs out.
Great, they've been here long enough.
[Peter thinking] The VIPs are leaving?
Maybe I'd better keep an eye on things.
Good job, agent.
Colonel! You're early!
My daddy once told me, it's the early bird
that catches the Chameleon. Follow me.
Whaddaya know, Fury's here in the flesh!
I guess he wanted to personally get them to a safe--
Wait a minute...
Oh, no!
You! Hold it right there!
[crowd screaming]
Hold your fire!
I knew it'd happen! Spider-Man's finally gone berserk!
Wait! You don't understand!
Stop! Look at Fury!
The eye patch!
It's on the wrong eye!
There's your Chameleon!
[Fury, on radio] Agent 1, I'm on my way up.
Report your location. Report!
Do you copy?
Fury?
Send a crew to check the wreckage!
We have to make sure he didn't bail!
But how could the Chameleon make such a stupid mistake?
That's simple, picklepuss.
He probably based his disguise
on Fury's picture from the obituary in your files.
The one that was printed flipped?
But he didn't know that!
I guess it really does pay to practice shoddy journalism!
Keep it up, J.J.!
Why you!
Gotta run!
[cameras clicking]
[audience clapping]
For a while there, I didn't think
we were gonna get to see this.
I heard that.
Parker, what are you doing here?
How in blazes did you get in?
I have my methods, Mr. Jameson.
Like any good freelancer,
when I wanna get a shot, nothing gets in my way!
All I need is one good clean shot.
[crowd creaming]
Now I've got you!
And there's no escape!
No! Get your hands off me!
[John's voice] Let go, you fool!
[Glory's voice] Don't stop me now, I'm...
[Robby's voice] So, so...
[Fury's voice] close. So...
[Spider-Man] Sleep tight, Chameleon!
Maybe when you wake up, you'll feel more like yourself!
The Chameleon, here?
Right next to me?
[groans] I need a long vacation.
[cameras clicking]
[Spider-Man] Well, Bruce, I saved the world again.
And what do I get for it?
As usual, zilch!Nada!
Nothing, that's what.
Heck of a job, Spider-Man!
Thanks!
[Spider-Man] Did he say "thanks"?
Someone thanking Spider-Man?
Huh, that's a first!
[doorbell rings]
I'll get it, Aunt May!
Oh, Mary Jane!
Thanks, for not coming to my play as you promised.
As I promised?
And don't you ever kiss me that way again.
What kiss?
The Chameleon!
Oh, no!
Mary Jane, wait!
I--I can explain!
Well, at least, I think I can explain!
OK, maybe--maybe I can't explain, but wait, just listen!
Listen to me! Hold on a second!
[indistinct]
["Spider-Man Theme Song" playing]
♪ Spider-Man, Spider-Man ♪
♪ Radioactive Spider-Man ♪
[guitar solo]
♪ Spider blood, spider blood ♪
♪ Radioactive spider blood ♪
♪ Spider blood, spider blood ♪
♪ Spider-Man ♪