1 00:00:02,000 --> 00:00:04,625 ["Spider-Man Theme Song" by Joe Perry playing] 2 00:00:09,583 --> 00:00:11,583 ♪ Spider-Man ♪ 3 00:00:11,583 --> 00:00:13,458 ♪ Spider-Man ♪ 4 00:00:13,458 --> 00:00:17,458 ♪ Radioactive Spider-Man ♪ 5 00:00:17,458 --> 00:00:19,583 ♪ Spider-Man ♪ 6 00:00:19,583 --> 00:00:21,250 ♪ Spider-Man ♪ 7 00:00:21,250 --> 00:00:25,416 ♪ Radioactive Spider-Man ♪ 8 00:00:25,416 --> 00:00:27,500 ♪ Spider-Man ♪ 9 00:00:27,500 --> 00:00:29,458 ♪ Spider-Man ♪ 10 00:00:29,458 --> 00:00:33,291 ♪ Radioactive Spider-Man ♪ 11 00:00:33,291 --> 00:00:35,833 [guitar break] 12 00:00:40,000 --> 00:00:41,000 ♪ Spider blood ♪ 13 00:00:41,000 --> 00:00:42,333 ♪ Spider blood ♪ 14 00:00:42,333 --> 00:00:43,500 ♪ Radioactive spider blood ♪ 15 00:00:43,500 --> 00:00:44,625 ♪ Spider blood ♪ 16 00:00:44,625 --> 00:00:46,125 ♪ Spider blood ♪ 17 00:00:46,125 --> 00:00:48,291 ♪ Radioactive spider blood ♪ 18 00:00:48,291 --> 00:00:51,125 [guitar break] 19 00:00:56,166 --> 00:00:57,166 ♪ Spider-Man ♪ 20 00:00:57,166 --> 00:00:59,583 ♪ Spider-Man ♪ 21 00:01:01,750 --> 00:01:03,625 [plane engine roars] 22 00:01:06,875 --> 00:01:08,083 [woman] Oh, my god! 23 00:01:11,375 --> 00:01:13,708 Freeze! Don't even crack a smile! 24 00:01:17,708 --> 00:01:20,000 [crowd screams] 25 00:01:20,000 --> 00:01:21,333 [coughing] 26 00:01:21,333 --> 00:01:22,500 After him! 27 00:01:27,000 --> 00:01:28,083 [gasps] 28 00:01:28,458 --> 00:01:30,208 Hey, you look just like... 29 00:01:30,708 --> 00:01:31,750 me. 30 00:01:35,375 --> 00:01:38,208 What took you so l-- [yells] 31 00:01:50,375 --> 00:01:53,875 Colonel, in pursuit of subject in stolen helicopter, over. 32 00:01:53,875 --> 00:01:55,625 [Colonel] Spread out, I don't want an accident. 33 00:01:55,625 --> 00:01:56,875 But stay with him. 34 00:02:20,583 --> 00:02:23,208 [Spider-Man] Uh, oh, good thing no one's moved into this building yet! 35 00:02:23,208 --> 00:02:26,000 C'mon, pal, let's beat it before the fireworks start! 36 00:02:29,000 --> 00:02:30,083 [cheering] 37 00:02:34,708 --> 00:02:36,083 Help! Help! 38 00:02:39,000 --> 00:02:41,083 [screams] 39 00:02:41,958 --> 00:02:43,000 [gasps] 40 00:02:44,750 --> 00:02:46,083 Buddy, you OK? 41 00:02:46,083 --> 00:02:47,875 Get out of my way! 42 00:02:49,750 --> 00:02:53,166 [crowd cheers] 43 00:02:53,166 --> 00:02:54,625 Way to go, Spider-Man! 44 00:02:54,625 --> 00:02:56,458 Hey! You! Stop! 45 00:02:59,458 --> 00:03:00,458 What the-- 46 00:03:01,125 --> 00:03:02,625 [woman screams] 47 00:03:06,208 --> 00:03:08,000 [woman screams] 48 00:03:20,458 --> 00:03:22,000 [siren wailing] 49 00:03:31,000 --> 00:03:32,291 Hi, Ms. Grant! 50 00:03:32,291 --> 00:03:33,458 Peter, you can't go in there! 51 00:03:34,875 --> 00:03:37,416 Nah, I don't want escargot, I hate escargot. 52 00:03:37,416 --> 00:03:38,708 -I want caviar! -Mr. Jameson? 53 00:03:38,708 --> 00:03:41,166 Mr. Jameson! Mr. Jameson! 54 00:03:41,166 --> 00:03:42,875 Parker, can't you see I'm busy 55 00:03:42,875 --> 00:03:45,291 organizing the party of the century? 56 00:03:45,291 --> 00:03:47,000 Mr. Jameson, you're late 57 00:03:47,000 --> 00:03:49,458 for your tuxedo fitting, and the limo's waiting. 58 00:03:49,458 --> 00:03:51,875 Blasted monkey suits, I hate em'. 59 00:03:53,500 --> 00:03:56,291 Mr. Jameson, hold on a second! 60 00:03:56,291 --> 00:03:59,625 Mr. Jameson, wait! I need to talk to you! 61 00:03:59,625 --> 00:04:00,833 [pants] 62 00:04:00,833 --> 00:04:02,250 I just wanted to ask if I could 63 00:04:02,250 --> 00:04:03,583 photograph the peace treaty signing. 64 00:04:03,583 --> 00:04:05,875 Are you nuts? This isn't gonna be some 65 00:04:05,875 --> 00:04:08,750 web-filled crime scene it's an important world event! 66 00:04:08,750 --> 00:04:10,375 [Peter] But-- 67 00:04:10,375 --> 00:04:12,500 -I want a seasoned pro there! -But, Mr.-- 68 00:04:12,500 --> 00:04:13,708 -[John] You're strictly freelance, Parker! -[Peter] But I-- 69 00:04:13,708 --> 00:04:15,625 But let me plead my case! 70 00:04:15,625 --> 00:04:18,416 You got from here to the tailor's, kid, make it good! 71 00:04:18,416 --> 00:04:20,458 -Get in. -All right! 72 00:04:32,291 --> 00:04:34,416 Sir, two world leaders signing 73 00:04:34,416 --> 00:04:35,833 a peace treaty after centuries 74 00:04:35,833 --> 00:04:37,583 of hostile aggression, 75 00:04:37,583 --> 00:04:39,375 this is the kind of photo that can win a Pulitzer! 76 00:04:39,375 --> 00:04:41,166 All I need is one good shot! 77 00:04:41,166 --> 00:04:44,166 Can't. Each newspaper is only allowed one photographer. 78 00:04:44,166 --> 00:04:45,625 Well, what about your party tonight? 79 00:04:45,625 --> 00:04:47,333 It's the only time the two leaders 80 00:04:47,333 --> 00:04:49,500 will be seen together before the signing! 81 00:04:49,500 --> 00:04:52,500 After all the great Spider-Man photos I've taken for you? 82 00:04:52,500 --> 00:04:54,291 [John] Oh, all right, all right! 83 00:04:54,291 --> 00:04:56,250 I'll see if I can get you clearance. 84 00:04:56,250 --> 00:04:58,166 Driver, what are you doing? 85 00:04:58,166 --> 00:05:00,291 My tailor isn't anywhere near this place! 86 00:05:00,291 --> 00:05:02,333 [Peter] Hey! 87 00:05:02,333 --> 00:05:05,500 -[gasps] -Just be calm, Mr. Jameson. No harm will come to you. 88 00:05:05,500 --> 00:05:08,125 Maybe you forgot to pay your last tailors bill. 89 00:05:11,583 --> 00:05:12,875 You don't let me go immediately, 90 00:05:12,875 --> 00:05:14,750 you'll wish you'd never eyes on me! 91 00:05:14,750 --> 00:05:16,875 [Peter thinking] I'd better hang tight 92 00:05:16,875 --> 00:05:18,458 and see what's going down, unlike Mr. Calm next to me. 93 00:05:18,458 --> 00:05:20,583 [Jameson] Do you know who you're dealing with? 94 00:05:31,500 --> 00:05:34,125 Whoa! [grunts] 95 00:05:34,625 --> 00:05:36,125 [Peter thinking] I'm here by accident, 96 00:05:36,125 --> 00:05:38,083 but why do they want Jameson? 97 00:05:38,083 --> 00:05:39,958 Only one way to find out. 98 00:05:44,583 --> 00:05:48,083 [laser guns firing] 99 00:05:49,083 --> 00:05:51,250 What is this place? 100 00:05:51,250 --> 00:05:53,458 This looks like some kind of training center for assassins! 101 00:05:56,875 --> 00:05:58,583 Maybe this is a way out! 102 00:05:58,583 --> 00:05:59,583 [wind blows loudly] 103 00:05:59,583 --> 00:06:00,625 Whoa! 104 00:06:02,708 --> 00:06:03,708 I'm airborne! 105 00:06:05,875 --> 00:06:07,458 How did I end up here? 106 00:06:09,625 --> 00:06:11,083 What is this place? 107 00:06:12,416 --> 00:06:15,166 [Peter grunts] 108 00:06:15,166 --> 00:06:17,458 Whoever these guys are, they mean business! 109 00:06:17,458 --> 00:06:20,500 But what have they done with Jameson? 110 00:06:20,500 --> 00:06:22,250 [John] What have you done with Parker? 111 00:06:22,250 --> 00:06:23,958 [man] You and I've got to talk. 112 00:06:23,958 --> 00:06:25,708 [John] Just who the blazes are you? 113 00:06:25,708 --> 00:06:28,083 [Fury] Name's Fury. Colonel Nick Fury. 114 00:06:28,083 --> 00:06:29,750 I call the shots around here. 115 00:06:29,750 --> 00:06:31,291 It can't be! 116 00:06:31,291 --> 00:06:32,708 [Peter thinking] The war hero? 117 00:06:32,708 --> 00:06:34,291 What's wrong, Jameson? 118 00:06:34,291 --> 00:06:36,125 You look like you've seen a ghost! 119 00:06:36,125 --> 00:06:38,375 You're not supposed to be alive! 120 00:06:38,375 --> 00:06:40,833 That's what Uncle Sam wants the world to believe. 121 00:06:40,833 --> 00:06:44,000 But I printed your obituary! 122 00:06:44,000 --> 00:06:45,833 I wouldn't brag about it, Mister. 123 00:06:45,833 --> 00:06:47,000 Bugle. 124 00:06:47,708 --> 00:06:49,500 Obits. 125 00:06:49,500 --> 00:06:50,875 Fury. 126 00:06:50,875 --> 00:06:52,375 Nick. 127 00:06:52,375 --> 00:06:54,583 You flipped the negative of my picture. 128 00:06:54,583 --> 00:06:57,375 My patch is on the wrong eye! 129 00:06:57,375 --> 00:07:00,583 You're a real piece of work, Jameson, now listen up. 130 00:07:00,583 --> 00:07:04,166 From now on, zero mistakes, get it? 131 00:07:04,166 --> 00:07:06,000 What is this place? 132 00:07:06,000 --> 00:07:09,000 Welcome to Supreme Headquarters International 133 00:07:09,000 --> 00:07:12,333 Espionage Law-Enforcement Division. 134 00:07:12,333 --> 00:07:13,958 We call it S.H.I.E.L.D. 135 00:07:13,958 --> 00:07:15,708 Never heard of it! 136 00:07:15,708 --> 00:07:18,250 Even the FBI and CIA are kept in the dark about us. 137 00:07:18,250 --> 00:07:20,583 S.H.I.E.L.D.'s job is to secretly try to 138 00:07:20,583 --> 00:07:24,708 keep the world in one piece, no matter what it takes. 139 00:07:26,208 --> 00:07:30,458 This is the Chameleon, a deadly stop-at-nothing hit man. 140 00:07:30,458 --> 00:07:33,166 He can transform himself into a carbon-copy 141 00:07:33,166 --> 00:07:36,583 of any person who's image he can grab with this. 142 00:07:36,583 --> 00:07:40,250 I first heard of him in Istanbul when he blew up an embassy. 143 00:07:42,833 --> 00:07:45,375 In Rome, he attacked a military post, 144 00:07:45,375 --> 00:07:47,375 and then gave us the slip by taking 145 00:07:47,375 --> 00:07:49,750 on the appearance of a clergyman. 146 00:07:51,125 --> 00:07:54,416 Last I ran into him was in Sarajevo, 147 00:07:54,416 --> 00:07:56,708 he got away as nurse. 148 00:07:56,708 --> 00:07:59,458 No way he's gonna beat me again! 149 00:07:59,458 --> 00:08:02,000 So? What's this got to do with me? 150 00:08:02,000 --> 00:08:03,625 The Chameleon's been hired 151 00:08:03,625 --> 00:08:06,500 by terrorists to total the peace treaty. 152 00:08:07,208 --> 00:08:09,000 And that could mean war. 153 00:08:09,000 --> 00:08:10,625 [Peter thinking] So that's it! 154 00:08:10,625 --> 00:08:13,000 [Fury] This morning he arrived in New York City. 155 00:08:13,000 --> 00:08:15,625 New York? My party! 156 00:08:15,625 --> 00:08:18,583 And that's where we'll find the Chameleon! 157 00:08:18,583 --> 00:08:21,583 In a disguise that's undetectable! 158 00:08:21,583 --> 00:08:25,125 But I'm having police, security, and FBI there! 159 00:08:25,125 --> 00:08:26,875 The place'll be sealed up tighter than-- 160 00:08:26,875 --> 00:08:28,500 [Fury] They won't even notice him. 161 00:08:28,500 --> 00:08:30,625 [John] Then why don't we just cancel the party? 162 00:08:30,625 --> 00:08:34,500 No can do, gotta act like everything's normal. 163 00:08:34,500 --> 00:08:36,875 If we shut down every time someone threatens us, 164 00:08:36,875 --> 00:08:38,458 the whole world would stop. 165 00:08:38,458 --> 00:08:40,208 Now, I need you to wear this. 166 00:08:40,208 --> 00:08:42,625 Nobody knows your employees better than you do. 167 00:08:42,625 --> 00:08:44,583 That's why you're important to me. 168 00:08:44,583 --> 00:08:48,083 If you see anything suspicious, tap on this pin, 169 00:08:48,083 --> 00:08:50,875 and undercover S.H.I.E.L.D. agents will respond pronto. 170 00:08:50,875 --> 00:08:52,375 The Bugle building is crawling with them. 171 00:08:52,375 --> 00:08:53,625 But what do I-- 172 00:08:53,625 --> 00:08:55,875 Just keep your eyes open. 173 00:08:55,875 --> 00:08:57,375 I'm sending you back now. 174 00:08:57,375 --> 00:08:58,875 [Peter thinking] Oops, that's my cue! 175 00:08:58,875 --> 00:09:01,833 [dramatic music] 176 00:09:04,875 --> 00:09:06,416 What was that all about? 177 00:09:06,416 --> 00:09:08,208 National security, Parker, can't discuss it. 178 00:09:12,750 --> 00:09:13,750 [beep] 179 00:09:15,125 --> 00:09:16,166 [beep] 180 00:09:19,208 --> 00:09:20,458 [beep] 181 00:09:25,333 --> 00:09:27,000 [Glory] Mr. Jameson! 182 00:09:27,000 --> 00:09:29,416 You're back early, is your tuxedo fitting all done? 183 00:09:29,416 --> 00:09:31,125 Yeah, all done. 184 00:09:31,125 --> 00:09:33,875 I need the security plans for tonight! 185 00:09:33,875 --> 00:09:36,500 I left a copy in your briefcase a half hour ago. 186 00:09:36,500 --> 00:09:38,833 I need them in my hands right now! 187 00:09:38,833 --> 00:09:40,708 Do you have a problem with that? 188 00:09:40,708 --> 00:09:43,500 No, sir, I'll get them. Again. 189 00:09:48,000 --> 00:09:49,625 Oh, hi there, Jonah. 190 00:09:49,625 --> 00:09:52,208 Robby, I must talk to you in private. Immediately! 191 00:09:52,958 --> 00:09:54,708 [Peter thinking] Something's not right. 192 00:09:57,000 --> 00:09:58,875 -Here. -What's this? 193 00:09:58,875 --> 00:10:01,000 [Glory] The security plans for tonight. 194 00:10:01,000 --> 00:10:03,458 You gave me a copy before I left. 195 00:10:03,458 --> 00:10:05,708 I know, that's what I told you! 196 00:10:05,708 --> 00:10:07,708 Are you trying to drive me crazy? 197 00:10:10,416 --> 00:10:11,958 What's wrong with her? 198 00:10:11,958 --> 00:10:13,583 Jonah! I've gotta make a quick phone call. 199 00:10:13,583 --> 00:10:14,583 I'll be right back. 200 00:10:15,875 --> 00:10:17,291 Uh, Mr. Jameson, I've gotta run. 201 00:10:18,083 --> 00:10:19,708 Hold it, Parker. 202 00:10:19,708 --> 00:10:21,958 This little event today, I don't want you to-- 203 00:10:21,958 --> 00:10:25,000 Hey! Where'd those security plans go? 204 00:10:25,000 --> 00:10:26,250 Well, they were right here. 205 00:10:26,250 --> 00:10:27,458 Maybe Robby took them? 206 00:10:27,458 --> 00:10:29,083 Well, why on Earth would he-- 207 00:10:29,083 --> 00:10:30,583 [gasps] No! 208 00:10:31,083 --> 00:10:32,166 Robby! 209 00:10:33,000 --> 00:10:35,125 [badges beeping] 210 00:10:48,750 --> 00:10:50,875 [Robby] Hey! Hey! What are you-- 211 00:10:52,708 --> 00:10:54,708 [Spider-Man thinking] No spider sense, no Chameleon! 212 00:10:54,708 --> 00:10:57,000 You've got it wrong! Let him go! 213 00:10:57,000 --> 00:11:00,583 Spider-Man? What's he doing here? 214 00:11:00,583 --> 00:11:02,083 [Fury, on radio] Agent 1, get him! 215 00:11:08,458 --> 00:11:09,875 [Agent 1] No imaging device! 216 00:11:09,875 --> 00:11:11,958 He's not the one! Fan out! 217 00:11:20,000 --> 00:11:21,625 You! Stop! 218 00:11:21,625 --> 00:11:23,625 I've got him! Floor seven, west wing! 219 00:11:23,625 --> 00:11:25,833 He's in the form of Ms. Grant! 220 00:11:26,500 --> 00:11:28,208 [Fury] All agents, floor seven! 221 00:11:28,208 --> 00:11:30,500 Detain Glory Grant! 222 00:11:30,500 --> 00:11:31,958 Cover all exits! 223 00:11:31,958 --> 00:11:33,416 [Spider-Man] Gotcha! 224 00:11:33,416 --> 00:11:35,416 I don't usually pick up strange women. 225 00:11:35,416 --> 00:11:37,875 Funny, but not too smart. 226 00:11:37,875 --> 00:11:39,458 [Spider-Man coughs] 227 00:11:39,458 --> 00:11:40,500 [groans] 228 00:11:41,333 --> 00:11:43,458 Stupid! Should've had him! 229 00:11:43,458 --> 00:11:46,125 Talk about the dangers of second-hand smoke! 230 00:11:46,125 --> 00:11:47,166 [footsteps] 231 00:11:52,583 --> 00:11:53,583 [elevator bell dings] 232 00:11:58,708 --> 00:11:59,708 [elevator bell dings] 233 00:12:04,333 --> 00:12:06,125 Just the man I was looking for! 234 00:12:06,125 --> 00:12:08,125 Peter, I'm understudying the lead 235 00:12:08,125 --> 00:12:09,708 -in the Shakespeare Fest tonight... -[elevator bell dings] 236 00:12:09,708 --> 00:12:11,750 ...and I've saved you a seat. 237 00:12:11,750 --> 00:12:12,833 Will you come? 238 00:12:15,875 --> 00:12:16,875 [Mary Jane moans] 239 00:12:18,291 --> 00:12:20,875 I'll take that as a yes! 240 00:12:20,875 --> 00:12:23,208 Peter, why'd you do that? 241 00:12:23,208 --> 00:12:24,583 I had to. 242 00:12:24,583 --> 00:12:26,000 What made you think I'd let you? 243 00:12:26,000 --> 00:12:27,875 I took a gamble that Peter Parker 244 00:12:27,875 --> 00:12:30,166 was the luckiest man on Earth. 245 00:12:35,708 --> 00:12:36,875 [suspenseful music] 246 00:12:36,875 --> 00:12:39,708 [cameras clicking] 247 00:12:42,458 --> 00:12:43,875 All units, red alert! 248 00:12:43,875 --> 00:12:46,875 The VIPs are arriving. It's showtime! 249 00:12:56,250 --> 00:12:57,875 Aha! 250 00:12:57,875 --> 00:13:00,958 Bruce, looks like the Chameleon has arrived! 251 00:13:00,958 --> 00:13:02,375 Keep smilin', old buddy. 252 00:13:05,166 --> 00:13:07,583 Intruder alert! Floor 31, sector five! 253 00:13:12,875 --> 00:13:14,875 There's been a breach! 254 00:13:14,875 --> 00:13:15,958 Floor 31! 255 00:13:20,375 --> 00:13:21,625 [Spider-Man] Chameleon, stop! 256 00:13:22,291 --> 00:13:23,583 Whoa, nice haircut! 257 00:13:25,250 --> 00:13:26,583 [Spider-Man coughing] 258 00:13:26,583 --> 00:13:28,500 This guy's gonna ruin my lungs faster 259 00:13:28,500 --> 00:13:30,583 than tailgating a Manhattan taxi! 260 00:13:47,208 --> 00:13:49,208 It's the Chameleon! Get him! 261 00:13:49,208 --> 00:13:51,000 No! Stay back! 262 00:13:51,000 --> 00:13:52,875 This is stupid! 263 00:13:52,875 --> 00:13:55,708 While we fight, the Chameleon gains the advantage! 264 00:13:56,083 --> 00:13:58,250 Time to lose you boneheads! 265 00:13:58,250 --> 00:14:01,250 Maybe it's time for me to change faces, too! 266 00:14:01,750 --> 00:14:02,875 [Fury] Agent 1! 267 00:14:02,875 --> 00:14:04,583 [Agent 1] Yes, Colonel? 268 00:14:04,583 --> 00:14:07,458 Situation's code red. I'm coming there in person. 269 00:14:07,458 --> 00:14:10,416 I'll rendezvous with you at the penthouse in 10 minutes. 270 00:14:10,416 --> 00:14:12,458 Aye, sir. Over and out. 271 00:14:12,458 --> 00:14:14,250 Penthouse. Code red. 272 00:14:14,250 --> 00:14:16,083 I've got to get the VIPs out. 273 00:14:16,083 --> 00:14:18,458 The Colonel thinks the Chameleon's moving upstairs. 274 00:14:25,125 --> 00:14:26,958 [groans] 275 00:14:39,875 --> 00:14:43,000 [speaking in French] 276 00:14:45,291 --> 00:14:47,166 OK, OK, I'll check it out! 277 00:14:50,583 --> 00:14:52,291 Gotta check the gas main. 278 00:14:56,208 --> 00:14:59,291 Wherefore was I to this keen mockery born? 279 00:14:59,291 --> 00:15:02,208 When at your hands did I deserve such scorn, 280 00:15:02,208 --> 00:15:05,000 that you must flout my insufficiency? 281 00:15:05,000 --> 00:15:07,416 [Mary Jane thinking] Where in blazes are you, Parker? 282 00:15:07,416 --> 00:15:10,583 Good troth, you do me wrong, good sooth, you do, 283 00:15:10,583 --> 00:15:13,958 in such disdainful manner me to woo. 284 00:15:13,958 --> 00:15:16,000 But fare you well. 285 00:15:16,000 --> 00:15:18,333 Perforce I must confess, I thought 286 00:15:18,333 --> 00:15:20,833 you lord of more true gentleness. 287 00:15:24,083 --> 00:15:26,166 How the heck did this happen? 288 00:15:29,000 --> 00:15:31,500 [chefs cheer] 289 00:15:34,000 --> 00:15:35,000 [muffled yell] 290 00:15:36,458 --> 00:15:37,500 [elevator bell dings] 291 00:15:45,333 --> 00:15:46,708 [Peter thinking] Now, if I were a Chameleon, 292 00:15:46,708 --> 00:15:48,458 who's colors would I choose? 293 00:15:48,458 --> 00:15:51,583 Spider sense! The Chameleon's close! 294 00:15:51,583 --> 00:15:52,708 But where is he? 295 00:15:56,875 --> 00:15:59,583 The Colonel says it's time to get the VIPs out. 296 00:15:59,583 --> 00:16:02,500 Great, they've been here long enough. 297 00:16:04,500 --> 00:16:06,250 [Peter thinking] The VIPs are leaving? 298 00:16:06,250 --> 00:16:08,000 Maybe I'd better keep an eye on things. 299 00:16:12,166 --> 00:16:13,500 Good job, agent. 300 00:16:13,500 --> 00:16:15,333 Colonel! You're early! 301 00:16:15,333 --> 00:16:18,000 My daddy once told me, it's the early bird 302 00:16:18,000 --> 00:16:20,375 that catches the Chameleon. Follow me. 303 00:16:20,375 --> 00:16:23,500 Whaddaya know, Fury's here in the flesh! 304 00:16:24,291 --> 00:16:26,583 I guess he wanted to personally get them to a safe-- 305 00:16:26,583 --> 00:16:27,750 Wait a minute... 306 00:16:27,750 --> 00:16:28,750 Oh, no! 307 00:16:34,125 --> 00:16:35,875 You! Hold it right there! 308 00:16:35,875 --> 00:16:36,958 [crowd screaming] 309 00:16:38,458 --> 00:16:40,458 Hold your fire! 310 00:16:40,458 --> 00:16:44,208 I knew it'd happen! Spider-Man's finally gone berserk! 311 00:16:45,333 --> 00:16:47,500 Wait! You don't understand! 312 00:16:48,250 --> 00:16:50,416 Stop! Look at Fury! 313 00:16:54,083 --> 00:16:55,083 The eye patch! 314 00:16:56,333 --> 00:16:58,291 It's on the wrong eye! 315 00:16:58,291 --> 00:16:59,708 There's your Chameleon! 316 00:17:00,416 --> 00:17:02,083 [Fury, on radio] Agent 1, I'm on my way up. 317 00:17:02,083 --> 00:17:04,416 Report your location. Report! 318 00:17:04,416 --> 00:17:05,583 Do you copy? 319 00:17:05,583 --> 00:17:06,708 Fury? 320 00:17:27,375 --> 00:17:29,250 Send a crew to check the wreckage! 321 00:17:29,250 --> 00:17:31,708 We have to make sure he didn't bail! 322 00:17:31,708 --> 00:17:35,625 But how could the Chameleon make such a stupid mistake? 323 00:17:35,625 --> 00:17:37,458 That's simple, picklepuss. 324 00:17:37,458 --> 00:17:39,250 He probably based his disguise 325 00:17:39,250 --> 00:17:42,583 on Fury's picture from the obituary in your files. 326 00:17:42,583 --> 00:17:43,708 The one that was printed flipped? 327 00:17:43,708 --> 00:17:45,625 But he didn't know that! 328 00:17:45,625 --> 00:17:48,083 I guess it really does pay to practice shoddy journalism! 329 00:17:48,083 --> 00:17:49,291 Keep it up, J.J.! 330 00:17:49,291 --> 00:17:50,750 Why you! 331 00:17:50,750 --> 00:17:51,875 Gotta run! 332 00:17:57,500 --> 00:17:58,500 [cameras clicking] 333 00:17:58,500 --> 00:18:00,000 [audience clapping] 334 00:18:00,000 --> 00:18:02,000 For a while there, I didn't think 335 00:18:02,000 --> 00:18:04,291 we were gonna get to see this. 336 00:18:04,291 --> 00:18:05,583 I heard that. 337 00:18:07,958 --> 00:18:09,583 Parker, what are you doing here? 338 00:18:09,583 --> 00:18:11,583 How in blazes did you get in? 339 00:18:11,583 --> 00:18:13,875 I have my methods, Mr. Jameson. 340 00:18:13,875 --> 00:18:15,500 Like any good freelancer, 341 00:18:15,500 --> 00:18:18,291 when I wanna get a shot, nothing gets in my way! 342 00:18:18,291 --> 00:18:20,833 All I need is one good clean shot. 343 00:18:22,875 --> 00:18:24,000 [crowd creaming] 344 00:18:24,333 --> 00:18:25,583 Now I've got you! 345 00:18:30,083 --> 00:18:31,458 And there's no escape! 346 00:18:49,708 --> 00:18:52,125 No! Get your hands off me! 347 00:18:52,125 --> 00:18:54,208 [John's voice] Let go, you fool! 348 00:18:54,208 --> 00:18:56,500 [Glory's voice] Don't stop me now, I'm... 349 00:18:56,500 --> 00:18:58,958 [Robby's voice] So, so... 350 00:18:58,958 --> 00:19:01,166 [Fury's voice] close. So... 351 00:19:10,125 --> 00:19:11,958 [Spider-Man] Sleep tight, Chameleon! 352 00:19:12,833 --> 00:19:16,125 Maybe when you wake up, you'll feel more like yourself! 353 00:19:16,125 --> 00:19:18,875 The Chameleon, here? 354 00:19:18,875 --> 00:19:20,250 Right next to me? 355 00:19:20,250 --> 00:19:23,125 [groans] I need a long vacation. 356 00:19:23,458 --> 00:19:25,000 [cameras clicking] 357 00:19:25,000 --> 00:19:27,500 [Spider-Man] Well, Bruce, I saved the world again. 358 00:19:27,500 --> 00:19:29,000 And what do I get for it? 359 00:19:29,000 --> 00:19:31,500 As usual, zilch!Nada! 360 00:19:31,500 --> 00:19:33,333 Nothing, that's what. 361 00:19:33,333 --> 00:19:35,958 Heck of a job, Spider-Man! 362 00:19:35,958 --> 00:19:37,583 Thanks! 363 00:19:37,583 --> 00:19:39,583 [Spider-Man] Did he say "thanks"? 364 00:19:39,583 --> 00:19:41,875 Someone thanking Spider-Man? 365 00:19:41,875 --> 00:19:43,625 Huh, that's a first! 366 00:19:44,000 --> 00:19:45,000 [doorbell rings] 367 00:19:45,000 --> 00:19:46,166 I'll get it, Aunt May! 368 00:19:47,000 --> 00:19:48,166 Oh, Mary Jane! 369 00:19:49,083 --> 00:19:52,708 Thanks, for not coming to my play as you promised. 370 00:19:52,708 --> 00:19:54,291 As I promised? 371 00:19:54,291 --> 00:19:57,416 And don't you ever kiss me that way again. 372 00:19:57,416 --> 00:19:58,875 What kiss? 373 00:19:59,333 --> 00:20:00,708 The Chameleon! 374 00:20:00,708 --> 00:20:02,166 Oh, no! 375 00:20:02,166 --> 00:20:03,875 Mary Jane, wait! 376 00:20:03,875 --> 00:20:05,333 I--I can explain! 377 00:20:05,333 --> 00:20:07,208 Well, at least, I think I can explain! 378 00:20:07,208 --> 00:20:10,000 OK, maybe--maybe I can't explain, but wait, just listen! 379 00:20:10,000 --> 00:20:11,583 Listen to me! Hold on a second! 380 00:20:11,583 --> 00:20:12,708 [indistinct] 381 00:20:16,125 --> 00:20:18,708 ["Spider-Man Theme Song" playing] 382 00:20:20,208 --> 00:20:23,625 ♪ Spider-Man, Spider-Man ♪ 383 00:20:23,625 --> 00:20:28,000 ♪ Radioactive Spider-Man ♪ 384 00:20:28,875 --> 00:20:29,875 [guitar solo] 385 00:20:36,458 --> 00:20:38,375 ♪ Spider blood, spider blood ♪ 386 00:20:38,375 --> 00:20:40,416 ♪ Radioactive spider blood ♪ 387 00:20:40,416 --> 00:20:42,458 ♪ Spider blood, spider blood ♪ 388 00:20:42,458 --> 00:20:43,708 ♪ Spider-Man ♪