1 00:00:08,640 --> 00:00:10,560 [ENERGETIC MUSIC PLAYING] 2 00:00:10,630 --> 00:00:12,900 ♪ Spider-Man, Spider-Man ♪ 3 00:00:12,960 --> 00:00:15,110 ♪ Does whatever a spider can ♪ 4 00:00:15,180 --> 00:00:17,480 ♪ Spins a web any size ♪ 5 00:00:17,550 --> 00:00:19,470 ♪ Catches thieves just like flies ♪ 6 00:00:19,540 --> 00:00:20,870 ♪ Look out ♪ 7 00:00:20,940 --> 00:00:24,420 ♪ Here comes the Spider-Man ♪ 8 00:00:24,490 --> 00:00:26,310 ♪ Is he strong? Listen, bud♪ 9 00:00:26,380 --> 00:00:28,550 ♪ He's got radioactive blood ♪ 10 00:00:28,610 --> 00:00:30,710 ♪ Can he swing from a thread? ♪ 11 00:00:30,780 --> 00:00:32,800 ♪ Take a look overhead ♪ 12 00:00:32,870 --> 00:00:34,320 ♪ Hey, there ♪ 13 00:00:34,380 --> 00:00:37,150 ♪ There goes the Spider-Man ♪ 14 00:00:37,220 --> 00:00:39,120 ♪ In the chill of night ♪ 15 00:00:39,190 --> 00:00:42,110 ♪ At the scene of a crime ♪ 16 00:00:42,180 --> 00:00:43,830 ♪ Like a streak of light ♪ 17 00:00:43,890 --> 00:00:46,610 ♪ He arrives just in time ♪ 18 00:00:46,680 --> 00:00:48,850 ♪ Spider-Man, Spider-Man ♪ 19 00:00:48,920 --> 00:00:51,120 ♪ Friendly neighborhood Spider-Man ♪ 20 00:00:51,180 --> 00:00:53,450 ♪ Wealth and fame he's ignored ♪ 21 00:00:53,520 --> 00:00:55,370 ♪ Action is his reward ♪ 22 00:00:55,440 --> 00:00:59,030 ♪ To him, life is a great big bang-up ♪ 23 00:00:59,090 --> 00:01:01,370 ♪ Wherever there's a hang-up ♪ 24 00:01:01,440 --> 00:01:04,380 ♪ You'll find the Spider-Man ♪ 25 00:01:17,800 --> 00:01:20,730 Another of Jameson's wild goose chases? 26 00:01:20,800 --> 00:01:22,900 Mystery lights, yet. 27 00:01:25,420 --> 00:01:27,870 The only lights I've seen so far are fireflies. 28 00:01:27,940 --> 00:01:29,110 [RUMBLING] 29 00:01:31,760 --> 00:01:33,740 Fasten your seat belts! 30 00:01:42,820 --> 00:01:44,190 [WHISTLES] 31 00:01:44,250 --> 00:01:47,590 Don't make waves till I make this change. 32 00:01:49,960 --> 00:01:51,090 SPIDER-MAN: Contact. 33 00:01:52,500 --> 00:01:54,350 Two down, one to go! 34 00:01:58,450 --> 00:02:00,900 Now, for a 3-point landing... 35 00:02:04,460 --> 00:02:05,860 That glow... 36 00:02:05,930 --> 00:02:07,550 Mystery lights, maybe. 37 00:02:07,610 --> 00:02:09,390 Hmm, it's worth checking. 38 00:02:14,480 --> 00:02:15,810 Hey! 39 00:02:15,890 --> 00:02:19,090 So... Spider-Man! 40 00:02:19,160 --> 00:02:20,760 You're not the only one 41 00:02:20,820 --> 00:02:23,660 who knows how to use a web! 42 00:02:29,280 --> 00:02:31,550 This is my great day. 43 00:02:31,600 --> 00:02:35,230 Not only does Spider-Man fall into my clutches... 44 00:02:35,310 --> 00:02:38,010 but my greatest invention is ready. 45 00:02:38,070 --> 00:02:41,860 It will give me power to rule the universe! 46 00:02:41,930 --> 00:02:43,580 Don't expect applause. 47 00:02:43,650 --> 00:02:45,580 You won't scoff when I wipe out 48 00:02:45,650 --> 00:02:48,380 this whole section of the city! 49 00:02:48,450 --> 00:02:50,020 [SOFTLY] That's where I live! 50 00:02:50,090 --> 00:02:52,240 [CHUCKLES] 51 00:02:52,310 --> 00:02:54,240 To prevent loss of life... 52 00:02:54,310 --> 00:02:57,530 I have sent Jameson a warning of my plan. 53 00:02:57,590 --> 00:02:59,410 As a matter of fact... 54 00:02:59,480 --> 00:03:02,300 he should have the letter by now. 55 00:03:03,570 --> 00:03:06,270 "I shall demolish the area charted. 56 00:03:06,340 --> 00:03:08,670 "Advise removal of all residents 57 00:03:08,740 --> 00:03:11,070 "before demonstration. 58 00:03:11,140 --> 00:03:13,940 "Signed... Dr. Octopus!" 59 00:03:14,010 --> 00:03:15,440 What if he really means it? 60 00:03:15,510 --> 00:03:18,340 Ha ha ha. When you've been a fearless publisher like me... 61 00:03:18,420 --> 00:03:19,950 for so many years... 62 00:03:20,020 --> 00:03:22,640 You'll realize the woods are full of cranks. 63 00:03:22,700 --> 00:03:24,380 I wonder what's keeping Peter. 64 00:03:24,450 --> 00:03:25,970 It's getting so late. 65 00:03:26,040 --> 00:03:29,360 Hah! You can't trust a teenager to do a job. 66 00:03:29,430 --> 00:03:31,700 He's goofing off, no doubt. 67 00:03:31,760 --> 00:03:33,480 While Ocky's out of the lab... 68 00:03:33,550 --> 00:03:36,180 I'll loosen some of this linkage. 69 00:03:36,250 --> 00:03:38,970 There! My hands are free. 70 00:03:40,620 --> 00:03:41,820 Spider-Man! 71 00:03:41,890 --> 00:03:43,970 What did you expect, Peter Pan? 72 00:03:44,040 --> 00:03:46,640 You dare to mock me?! 73 00:03:47,710 --> 00:03:48,980 [CLANG, CLANG] 74 00:03:49,050 --> 00:03:50,150 [CLANG, CLANG, CLANG] 75 00:03:50,210 --> 00:03:52,160 Those flappers can't move fast enough... 76 00:03:52,230 --> 00:03:55,050 to catch Spider-Man, Ocky. 77 00:03:57,120 --> 00:04:00,050 Ah! Most ingenious of you. 78 00:04:00,120 --> 00:04:01,220 [SNAP] 79 00:04:01,290 --> 00:04:03,640 He snapped my web like it was thread! 80 00:04:11,540 --> 00:04:13,770 DR. OCTOPUS: Be my guest. 81 00:04:17,360 --> 00:04:19,930 Mr. Jameson cautioned me about coming out here... 82 00:04:19,990 --> 00:04:22,090 but Peter's so late, I-- 83 00:04:23,500 --> 00:04:24,870 [BRAKES SCREECH] 84 00:04:24,930 --> 00:04:26,700 Peter's car! 85 00:04:28,280 --> 00:04:29,580 Peter! 86 00:04:30,940 --> 00:04:31,940 Peter? 87 00:04:33,310 --> 00:04:35,480 Peter... where are you? 88 00:04:36,780 --> 00:04:37,710 Aah! 89 00:04:37,780 --> 00:04:38,700 Who are you? 90 00:04:38,760 --> 00:04:40,810 I'm Betty Bugle of the Daily Brant. 91 00:04:40,880 --> 00:04:43,360 I--I mean, Betty Brant of the "Daily Bugle". 92 00:04:43,430 --> 00:04:45,460 Ok, Miss Brant, but be careful. 93 00:04:45,540 --> 00:04:48,220 We've had some strange reports about this place. 94 00:04:48,270 --> 00:04:51,200 What's a nice girl like that doing way out here? 95 00:04:54,180 --> 00:04:57,380 Ah! A visitor! 96 00:04:57,450 --> 00:04:59,650 Let us welcome her properly. 97 00:04:59,720 --> 00:05:01,050 [SOFTLY] It's Betty! 98 00:05:04,450 --> 00:05:07,670 Peter? Are you in here? 99 00:05:07,740 --> 00:05:12,580 Our fair lady should be entering any moment. 100 00:05:14,080 --> 00:05:15,730 SPIDER-MAN: Run, Betty, run! 101 00:05:15,800 --> 00:05:17,570 Too late, Spider-Man. 102 00:05:19,570 --> 00:05:21,940 You'll pay for it if you hurt her, Ock! 103 00:05:22,010 --> 00:05:24,540 Spider-Man, how did you get trapped? 104 00:05:24,610 --> 00:05:26,840 That's what I keep asking myself. 105 00:05:26,910 --> 00:05:29,380 Now, young lady... 106 00:05:29,450 --> 00:05:33,180 you and Spider-Man can serve as witnesses 107 00:05:33,250 --> 00:05:36,440 to my great powers! 108 00:05:36,500 --> 00:05:40,590 My plan is deceptively simple. 109 00:05:40,660 --> 00:05:42,090 Just like you! 110 00:05:42,160 --> 00:05:44,590 Electronic impulses will penetrate... 111 00:05:44,660 --> 00:05:46,860 every water, gas, and electric line 112 00:05:46,930 --> 00:05:48,860 in the area. 113 00:05:48,930 --> 00:05:51,550 This will build up shock waves 114 00:05:51,620 --> 00:05:54,120 that will demolish everything. 115 00:05:54,190 --> 00:05:57,760 I'll set the impulses in motion! 116 00:05:57,820 --> 00:05:59,740 That gizmo makes the atom bomb 117 00:05:59,810 --> 00:06:01,380 look like a firecracker. 118 00:06:01,450 --> 00:06:04,940 He isn't kidding! He's really going to do it! 119 00:06:05,000 --> 00:06:08,570 Hoo hoo hah hah hah hah! 120 00:06:17,230 --> 00:06:20,170 These...forged... Steel bars... 121 00:06:20,230 --> 00:06:23,330 I...I can't bend them! 122 00:06:23,420 --> 00:06:25,000 This might be my chance. 123 00:06:25,070 --> 00:06:27,050 Doc Ock's turned his back. 124 00:06:31,890 --> 00:06:33,160 DR. OCTOPUS: Spider-Man... 125 00:06:33,230 --> 00:06:36,480 no one can interfere with my plans! 126 00:06:36,550 --> 00:06:38,750 Looks like I caught you with your plans down. 127 00:06:38,820 --> 00:06:42,010 I'll stop you with my all-powerful arms. 128 00:06:45,840 --> 00:06:47,220 Butterarms! 129 00:06:49,930 --> 00:06:51,260 My spider senses are tingling. 130 00:06:51,330 --> 00:06:52,550 SPIDER-MAN: Something's going to-- 131 00:06:52,610 --> 00:06:54,330 Spider-Man, look out! 132 00:06:56,850 --> 00:07:00,180 Ock, your messages sure carry weight! 133 00:07:07,840 --> 00:07:09,790 I would have got quite a charge out of that 134 00:07:09,860 --> 00:07:11,810 if it had landed! 135 00:07:15,040 --> 00:07:16,920 Do something, Spider-Man! 136 00:07:26,550 --> 00:07:29,050 DR. OCTOPUS: The giant ventilator fan! 137 00:07:30,980 --> 00:07:31,960 Look out! 138 00:07:36,590 --> 00:07:38,260 No! No! 139 00:07:38,330 --> 00:07:40,500 Yes! Yes! 140 00:07:40,560 --> 00:07:43,860 Ha ha ha ha ha ha! 141 00:07:43,930 --> 00:07:45,130 [BUZZ BUZZ BUZZ] 142 00:07:45,200 --> 00:07:47,380 Don't good morning me! Where's Betty Brant? 143 00:07:47,450 --> 00:07:49,000 RECEPTIONIST: I don't know, Mr. Jameson. 144 00:07:49,070 --> 00:07:50,870 Nobody cares how I worry. 145 00:07:50,940 --> 00:07:53,010 First Parker disappears... 146 00:07:53,070 --> 00:07:54,300 I'll call the police. 147 00:07:55,940 --> 00:07:57,210 Count on us, Mr. Jameson. 148 00:07:57,280 --> 00:07:59,560 We'll do everything possible to find your people. 149 00:07:59,630 --> 00:08:02,460 Typical teenagers-- the minute there's any work to do, 150 00:08:02,530 --> 00:08:04,330 they go gallivanting off! 151 00:08:04,400 --> 00:08:05,820 [RING] 152 00:08:05,890 --> 00:08:06,860 Huh? 153 00:08:06,920 --> 00:08:08,350 Who? 154 00:08:08,420 --> 00:08:10,390 [RINGING] Water lines? 155 00:08:10,460 --> 00:08:12,030 Where? 156 00:08:12,090 --> 00:08:14,090 The electrical lines? 157 00:08:14,160 --> 00:08:16,230 Jameson speaking. 158 00:08:16,300 --> 00:08:17,830 No, no, not to you! 159 00:08:17,900 --> 00:08:22,000 Huh?! But the whole area will be destroyed! 160 00:08:22,070 --> 00:08:23,970 Dr. Octopus! 161 00:08:24,040 --> 00:08:27,170 Everything's happening just like he said it would! 162 00:08:28,740 --> 00:08:30,670 Spider-Man, can you hear me? 163 00:08:30,740 --> 00:08:32,460 Are you all right? 164 00:08:32,530 --> 00:08:35,380 DR. OCTOPUS: Your concern is heartwarming, young lady. 165 00:08:35,450 --> 00:08:38,300 But save it for the more worthy souls 166 00:08:38,370 --> 00:08:42,310 such as the ones who fail to heed my warning. 167 00:08:42,370 --> 00:08:45,890 Kindly note the violent eruptions in the city. 168 00:08:45,960 --> 00:08:48,630 Stop it! Stop it before it's too late! 169 00:08:48,700 --> 00:08:52,420 Hoo hoo hah hah hah hah hah! 170 00:08:53,580 --> 00:08:55,310 Betty, listen closely. 171 00:08:55,390 --> 00:08:59,710 I'll spin my web into our handcuff locks. 172 00:08:59,770 --> 00:09:02,090 And when the web hardens, it'll serve as a key. 173 00:09:02,160 --> 00:09:05,510 As soon as you're free, hurry and look for help! 174 00:09:07,050 --> 00:09:10,750 The impulses will build to even greater velocity! 175 00:09:13,140 --> 00:09:14,990 Spider-Man! 176 00:09:15,060 --> 00:09:16,980 How did you get out of those handcuffs? 177 00:09:17,040 --> 00:09:18,740 Just talented, I guess. 178 00:09:18,810 --> 00:09:22,040 Your talent is about to end, Spider-Man! 179 00:09:25,030 --> 00:09:26,810 You hope to defeat me 180 00:09:26,880 --> 00:09:29,880 with a fragile thing like this web? 181 00:09:31,720 --> 00:09:35,260 Now I'll get rid of you for good! 182 00:09:35,320 --> 00:09:38,120 This might change your view of things. 183 00:09:41,230 --> 00:09:44,180 Oh, this blasted web! I can't see! 184 00:09:44,250 --> 00:09:47,230 And to further cement our friendship... 185 00:09:52,580 --> 00:09:54,550 And then Spider-Man made keys out of his web 186 00:09:54,610 --> 00:09:56,640 and opened my handcuffs! 187 00:09:56,710 --> 00:09:58,440 Peter Parker! 188 00:09:58,520 --> 00:10:00,850 Imagine meeting you here! 189 00:10:00,920 --> 00:10:03,190 Thank heaven you're safe! 190 00:10:03,250 --> 00:10:04,850 Where have you been? 191 00:10:04,920 --> 00:10:06,900 Trying to get my car fixed. 192 00:10:06,970 --> 00:10:08,990 You could have built one in this time. 193 00:10:09,060 --> 00:10:11,390 Spider-Man has captured Dr. Octopus! 194 00:10:11,460 --> 00:10:13,390 While you two celebrate your reunion... 195 00:10:13,460 --> 00:10:15,690 I'll go check out on our captive. 196 00:10:19,150 --> 00:10:22,900 [READING] 197 00:10:24,270 --> 00:10:26,250 Now, tell me exactly what happened. 198 00:10:26,330 --> 00:10:28,180 Well, Spider-Man-- 199 00:10:28,240 --> 00:10:30,410 Enough! Enough! I don't want to hear another word! 200 00:10:30,480 --> 00:10:31,760 But--but--but-- 201 00:10:31,830 --> 00:10:35,900 Parker, where were you when all the activity was going on? 202 00:10:35,970 --> 00:10:37,570 And to make matters worse... 203 00:10:37,640 --> 00:10:39,920 you didn't even get pics of the mystery lights! 204 00:10:39,990 --> 00:10:43,230 I should have asked Doc Ock to lend me a hand.