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1
00:00:02,335 --> 00:00:04,713
[theme music playing]
2
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[narrator] Spider-Man.
3
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[inaudible dialog]
4
00:00:30,864 --> 00:00:31,906
[meows]
5
00:00:50,383 --> 00:00:51,383
[inaudible dialog]
6
00:00:51,426 --> 00:00:52,427
[roars]
7
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[narrator] Spider-Man.
8
00:01:14,491 --> 00:01:17,827
Hot pretzels! Peanuts! Hot pretzels!
9
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Get your frozen bananas here!
10
00:01:20,288 --> 00:01:24,250
Fresh roses! Carnations! Pretty flowers!
11
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Out of the way!
12
00:01:29,631 --> 00:01:31,508
Hot pretzels... Gee!
13
00:01:33,718 --> 00:01:34,969
Coming through!
14
00:01:36,930 --> 00:01:38,723
My flowers!
15
00:01:38,807 --> 00:01:41,601
[kids laughing]
16
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Stop!
17
00:01:43,478 --> 00:01:44,604
Hey, you!
18
00:01:44,688 --> 00:01:47,732
[laughing]
19
00:01:48,483 --> 00:01:52,362
Oh, you... You punks!
20
00:01:55,240 --> 00:01:56,366
[kids] Hey!
21
00:01:58,451 --> 00:02:01,287
Hi, it's me,
your friendly neighborhood Spider-Man
22
00:02:01,371 --> 00:02:03,373
and roller derby referee.
23
00:02:03,456 --> 00:02:05,709
We was just having fun.
24
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You know what I think is fun?
25
00:02:07,335 --> 00:02:08,920
Catching flies? [Chuckles]
26
00:02:09,004 --> 00:02:11,464
No, taking a spin through the park.
27
00:02:18,722 --> 00:02:19,931
Allow me.
28
00:02:24,394 --> 00:02:25,812
Can I give you a hand?
29
00:02:26,563 --> 00:02:27,897
Hey, what?
30
00:02:27,981 --> 00:02:29,524
Caught you in the act, Spider-Man.
31
00:02:29,607 --> 00:02:30,608
But I didn't...
32
00:02:33,903 --> 00:02:35,655
Foolish humans!
33
00:02:39,826 --> 00:02:41,911
These are the real troublemakers,
34
00:02:41,995 --> 00:02:44,497
already disposed of by Spider-Man.
35
00:02:44,581 --> 00:02:46,082
Now be gone!
36
00:02:46,791 --> 00:02:49,836
All right, you two, come on along.
37
00:02:50,795 --> 00:02:53,465
Why, Medusa, I haven't seen you in years.
38
00:02:53,548 --> 00:02:55,383
How are things at the great refuge?
39
00:02:55,467 --> 00:02:57,635
All is well in my far off homeland.
40
00:02:57,719 --> 00:03:00,013
I am, um, just visiting.
41
00:03:00,096 --> 00:03:02,098
Great. Can I show you around?
42
00:03:02,182 --> 00:03:05,435
No. I mean, I must go alone.
43
00:03:05,518 --> 00:03:07,020
Another time, perhaps.
44
00:03:07,103 --> 00:03:09,773
Yeah, well, uh, so long.
45
00:03:11,566 --> 00:03:13,360
I should have known a super doll like that
46
00:03:13,443 --> 00:03:15,153
wouldn't have time for me.
47
00:03:41,554 --> 00:03:45,475
Welcome, Medusa.
Welcome to the home of The Wizard,
48
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master of gravity.
49
00:03:49,062 --> 00:03:52,315
You said you must speak with me,
Wizard. Speak.
50
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I offer you the chance to join me
51
00:03:54,401 --> 00:03:57,320
as you did once before, and become
52
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the queen of crime.
53
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That was long ago.
54
00:04:00,824 --> 00:04:03,243
I have given up my lawless ways.
55
00:04:03,326 --> 00:04:05,745
I can offer you riches, power...
56
00:04:05,829 --> 00:04:07,997
- No.
- Pretty baubles...
57
00:04:08,081 --> 00:04:11,751
- Like this.
- I warn you, Wizard... Ahhh!
58
00:04:12,711 --> 00:04:15,714
What did you do? What is this necklace?
59
00:04:15,797 --> 00:04:17,465
[laughs] Necklace?
60
00:04:17,549 --> 00:04:20,176
No, Medusa, it is a collar,
61
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of my own design, a mind collar.
62
00:04:23,847 --> 00:04:26,683
Medusa wears no collar!
63
00:04:26,766 --> 00:04:31,271
Stop! Don't move a muscle,
or this will be you.
64
00:04:38,695 --> 00:04:41,072
No one can remove the collar but me.
65
00:04:41,156 --> 00:04:42,365
Try it.
66
00:04:42,449 --> 00:04:45,076
Take that one off. Try.
67
00:04:51,374 --> 00:04:52,751
Come, Medusa.
68
00:04:52,834 --> 00:04:56,046
I have need of you
for a very special crime.
69
00:04:58,214 --> 00:05:01,968
Here is where we keep
the rare metal element, niobium.
70
00:05:02,052 --> 00:05:04,846
I'll show you our sensor alarm system.
71
00:05:05,472 --> 00:05:08,558
- The sensors pick up any bodily heat.
- [alarm sounding]
72
00:05:10,435 --> 00:05:11,436
[alarm stopping]
73
00:05:11,519 --> 00:05:14,647
And even the slightest weight is detected.
74
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[alarm sounding]
75
00:05:18,860 --> 00:05:19,778
[alarm stops]
76
00:05:19,861 --> 00:05:22,572
Around this corner
is our solar converter wall.
77
00:05:30,538 --> 00:05:31,623
Now we strike.
78
00:05:32,290 --> 00:05:35,669
My anti-gravity disk will keep the glass
from falling when I cut it.
79
00:05:45,178 --> 00:05:49,224
Medusa, only your hair will not set off
the sensors.
80
00:05:49,307 --> 00:05:51,059
Get me the niobium.
81
00:05:53,978 --> 00:05:55,897
Go on.
82
00:06:01,736 --> 00:06:03,655
Our new solar converter wall.
83
00:06:03,738 --> 00:06:05,740
It weighs nearly a ton.
84
00:06:05,824 --> 00:06:08,326
More! I need more niobium
85
00:06:08,410 --> 00:06:11,329
to complete my anti-gravity weapon.
86
00:06:11,913 --> 00:06:14,958
- They are... too heavy.
- [alarm sounding]
87
00:06:16,251 --> 00:06:18,044
- The alarm!
- Please, everyone.
88
00:06:18,128 --> 00:06:20,714
Remain calm. Our guards will handle this.
89
00:06:20,797 --> 00:06:23,550
You clumsy fool! Get down there
and stop the guards.
90
00:06:23,633 --> 00:06:25,385
I'll get the niobium.
91
00:06:25,468 --> 00:06:28,179
The lady with the mask! [Straining]
92
00:06:31,266 --> 00:06:32,517
Bad boy, Wizzie!
93
00:06:32,600 --> 00:06:34,561
Niobium is a no-no.
94
00:06:36,438 --> 00:06:37,731
Spider-Man?
95
00:06:39,232 --> 00:06:42,527
- Medusa, not you.
- You lost your grip, insect.
96
00:06:42,610 --> 00:06:44,362
Now you'll lose your life.
97
00:06:44,446 --> 00:06:47,949
Anti-gravity repeller beams.
98
00:06:51,036 --> 00:06:52,662
Wizard, let's go!
99
00:06:58,001 --> 00:06:59,836
[rumbling]
100
00:07:02,255 --> 00:07:03,673
[Medusa] He'll be crushed.
101
00:07:03,757 --> 00:07:05,842
Medusa! Get in the air car!
102
00:07:06,468 --> 00:07:08,511
Medusa! [Groans]
103
00:07:12,015 --> 00:07:14,225
Oh, too heavy.
104
00:07:14,309 --> 00:07:16,811
- I can't hold it.
- You can.
105
00:07:16,895 --> 00:07:18,396
Push, Spider-Man!
106
00:07:20,732 --> 00:07:24,986
Phew! I guess that's what they mean
by a hair-raising escape.
107
00:07:25,070 --> 00:07:27,405
- Spider-Man, I...
- There she is.
108
00:07:27,489 --> 00:07:28,490
Get her!
109
00:07:35,246 --> 00:07:36,539
Medusa, wait!
110
00:07:45,548 --> 00:07:46,758
My hair.
111
00:07:47,092 --> 00:07:49,344
You're a hard lady to catch.
112
00:07:49,427 --> 00:07:51,805
You have not caught me yet!
113
00:07:51,888 --> 00:07:55,475
Hey, take it easy!
I didn't mean it like that!
114
00:07:56,142 --> 00:07:58,395
Oh! Nor did I.
115
00:07:58,478 --> 00:07:59,813
What have I done?
116
00:08:03,817 --> 00:08:05,944
Spider-Man! Where are you?
117
00:08:06,027 --> 00:08:08,321
Hair today, gone tomorrow.
118
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Forgive me, please.
119
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Hey, I'm your friend.
120
00:08:12,701 --> 00:08:14,953
Whatever trouble you're in. I can help.
121
00:08:15,036 --> 00:08:16,663
No one can help me.
122
00:08:17,247 --> 00:08:18,289
Aw, come on, Red.
123
00:08:18,998 --> 00:08:21,334
Hey,
maybe an ice cream cone will cheer you up.
124
00:08:23,753 --> 00:08:25,755
Oh, I forgot. I have no pockets.
125
00:08:25,839 --> 00:08:29,801
After what you did for us,
we wouldn't charge you a penny.
126
00:08:30,260 --> 00:08:32,220
Here, some pretty flowers.
127
00:08:35,432 --> 00:08:36,975
A bouquet for milady.
128
00:08:37,809 --> 00:08:39,519
They're lovely. Thank you.
129
00:08:44,482 --> 00:08:46,317
Please, have some ice cream.
130
00:08:46,401 --> 00:08:49,654
Uh, it's kind of hard
to eat through a mask.
131
00:08:51,865 --> 00:08:53,575
Now we cannot be seen.
132
00:08:53,658 --> 00:08:54,909
Remove your mask.
133
00:08:54,993 --> 00:08:57,662
I... I can't do that.
134
00:08:57,746 --> 00:09:00,790
So, you do not trust me.
135
00:09:00,874 --> 00:09:03,251
It's not that, exactly.
136
00:09:03,335 --> 00:09:05,628
But why were you with The Wizard?
137
00:09:05,712 --> 00:09:06,796
Why?
138
00:09:17,015 --> 00:09:18,308
I must go.
139
00:09:18,391 --> 00:09:19,893
Good-bye, Spider-Man.
140
00:09:23,396 --> 00:09:24,522
Too bad.
141
00:09:24,606 --> 00:09:26,691
You made such a nice couple.
142
00:09:26,775 --> 00:09:28,693
We did? Yeah.
143
00:09:28,777 --> 00:09:31,279
You should never let a good woman
get away.
144
00:09:31,363 --> 00:09:32,697
You're right!
145
00:09:36,451 --> 00:09:38,036
One more component
146
00:09:38,119 --> 00:09:41,247
and my ultimate anti-gravity weapon
will be complete.
147
00:09:55,428 --> 00:09:57,055
Hey, Red!
148
00:09:57,138 --> 00:09:59,849
- The intruder alarm.
- [alarm sounding]
149
00:10:03,728 --> 00:10:05,271
Spider-Man.
150
00:10:05,355 --> 00:10:06,648
I followed your trail.
151
00:10:06,731 --> 00:10:07,774
See?
152
00:10:08,316 --> 00:10:10,985
Please do not follow me any further.
153
00:10:11,486 --> 00:10:14,072
I'm offering my help, Medusa.
154
00:10:19,828 --> 00:10:22,747
If I am able,
I will meet you in one hour there,
155
00:10:22,831 --> 00:10:24,082
at that water tower.
156
00:10:25,083 --> 00:10:26,167
I'll be waiting.
157
00:10:26,251 --> 00:10:27,711
Very interesting.
158
00:10:27,794 --> 00:10:30,755
I'll be able to use this to my advantage.
159
00:10:34,426 --> 00:10:36,094
I have done what you've asked.
160
00:10:36,177 --> 00:10:38,013
Remove the collar.
161
00:10:38,096 --> 00:10:40,598
There is one more thing I need,
162
00:10:40,682 --> 00:10:42,767
an electronic component.
163
00:10:42,851 --> 00:10:44,310
No! I will...
164
00:10:45,812 --> 00:10:47,856
Ahhh! [Moaning]
165
00:10:47,939 --> 00:10:53,028
You will steal the component
and you will get Spider-Man to help you.
166
00:10:53,111 --> 00:10:56,531
Spider-Man? No, I won't.
167
00:10:56,614 --> 00:10:58,366
You won't what?
168
00:10:58,450 --> 00:11:00,326
No, stop! Don't!
169
00:11:00,785 --> 00:11:03,872
If I do this, will you remove the collar?
170
00:11:03,955 --> 00:11:06,332
Why of course, Medusa.
171
00:11:06,416 --> 00:11:09,336
I give another of my worthless promises.
172
00:11:09,419 --> 00:11:10,503
Ha.
173
00:11:15,216 --> 00:11:16,384
Where'd you get that?
174
00:11:16,468 --> 00:11:18,762
Uh, I stole it from The Wizard.
175
00:11:19,179 --> 00:11:22,432
There is a way to defeat him,
if you will help me.
176
00:11:22,515 --> 00:11:26,019
We need a top secret electronic component
kept at an army base.
177
00:11:26,102 --> 00:11:28,396
Great! I'm all yours.
178
00:11:28,480 --> 00:11:30,690
Would you still like me if I were ugly.
179
00:11:30,774 --> 00:11:33,109
Ugly? You?
180
00:11:33,193 --> 00:11:35,153
You could never be ugly to me.
181
00:11:35,236 --> 00:11:36,738
Let's go!
182
00:11:54,673 --> 00:11:56,257
We have to go in there?
183
00:11:56,341 --> 00:11:58,259
Couldn't we just ask them
to loan it to us?
184
00:11:58,343 --> 00:11:59,719
To the likes of us?
185
00:11:59,803 --> 00:12:01,304
I think we're swell.
186
00:12:03,223 --> 00:12:04,891
You're sure this electronic doo-dad
187
00:12:04,974 --> 00:12:06,893
will help us defeat The Wizard?
188
00:12:06,976 --> 00:12:10,730
Yes. I will provide a diversion
while you get it.
189
00:12:13,483 --> 00:12:14,651
See ya!
190
00:12:22,826 --> 00:12:26,579
Medusa, you're wanted for robbery.
Give yourself up.
191
00:12:26,663 --> 00:12:28,081
Why?
192
00:12:28,623 --> 00:12:30,291
Quick, the tear gas!
193
00:12:30,375 --> 00:12:32,752
Uh-oh, better hurry.
194
00:12:42,679 --> 00:12:45,306
[straining]
195
00:12:49,519 --> 00:12:51,521
Standby to fire tear gas.
196
00:12:52,188 --> 00:12:53,273
Fire!
197
00:13:01,865 --> 00:13:04,242
[coughing]
198
00:13:17,964 --> 00:13:19,341
At last.
199
00:13:27,307 --> 00:13:30,393
- Did you get it?
- Hey, didn't you know I would?
200
00:13:30,477 --> 00:13:32,937
Now, how do we use it to get The Wizard?
201
00:13:33,021 --> 00:13:35,857
We'll see who gets who, Spider-Man.
202
00:13:41,613 --> 00:13:43,156
Slow down, Medusa!
203
00:13:43,239 --> 00:13:45,283
I don't have control anymore.
204
00:13:45,367 --> 00:13:47,285
We're gonna hit that building!
205
00:13:59,089 --> 00:14:00,924
Well done, Medusa.
206
00:14:01,007 --> 00:14:03,760
Bring me the component, my lovely ally.
207
00:14:03,843 --> 00:14:05,095
Lovely ally?
208
00:14:05,178 --> 00:14:07,305
Red, he sure isn't talking to me.
209
00:14:07,347 --> 00:14:10,100
Do not fight us, Spider-Man.
210
00:14:11,101 --> 00:14:12,310
Medusa, no!
211
00:14:12,394 --> 00:14:15,647
Is the wise-cracking
Spider-Man speechless?
212
00:14:15,730 --> 00:14:17,649
I trusted you, Medusa.
213
00:14:17,732 --> 00:14:19,234
I trusted you!
214
00:14:19,317 --> 00:14:22,195
Go on, tell him what a fool he is.
215
00:14:22,278 --> 00:14:23,863
Yes, a fool.
216
00:14:23,947 --> 00:14:26,658
A stupid trusting fool!
217
00:14:26,741 --> 00:14:28,993
Get out of here! Get out!
218
00:14:30,161 --> 00:14:33,331
[yelling]
219
00:14:33,415 --> 00:14:35,125
- [gasps]
- Don't.
220
00:14:41,548 --> 00:14:44,300
You're in for a hot time, Spider-Man.
221
00:14:44,384 --> 00:14:46,052
I'll climb out of here in a jiffy...
222
00:14:46,136 --> 00:14:48,805
Ow! The walls are sizzling.
223
00:14:48,888 --> 00:14:51,599
Too hot to touch, and getting hotter.
224
00:14:51,683 --> 00:14:55,186
Medusa and I bid you farewell.
225
00:14:55,270 --> 00:14:58,314
Wizard,
you now have everything you wanted.
226
00:14:58,398 --> 00:15:00,066
Remove the collar.
227
00:15:00,150 --> 00:15:03,695
Why? So you can turn on me
and rescue Spider-Man?
228
00:15:03,778 --> 00:15:05,905
Perhaps I will never remove it.
229
00:15:10,702 --> 00:15:11,911
Ahhh!
230
00:15:13,246 --> 00:15:17,125
No one can defeat The Wizard, Medusa.
Remember that.
231
00:15:28,845 --> 00:15:32,057
My greatest anti-gravity weapon
is complete.
232
00:15:45,570 --> 00:15:47,155
Strike one.
233
00:15:58,291 --> 00:15:59,542
Strike two.
234
00:15:59,626 --> 00:16:02,337
Has to be a way out, has to be.
235
00:16:02,420 --> 00:16:05,632
It is now time
to test my anti-gravity weapon.
236
00:16:37,247 --> 00:16:38,707
[woman screaming]
237
00:16:38,790 --> 00:16:40,709
Magnificent.
238
00:16:40,792 --> 00:16:42,293
Magnificent.
239
00:16:42,377 --> 00:16:45,630
Can't last... much longer.
240
00:16:45,714 --> 00:16:48,091
Wait, the floor.
241
00:16:48,174 --> 00:16:49,509
It's not hot.
242
00:16:52,595 --> 00:16:55,098
I hope this is what I hope this is.
243
00:16:55,181 --> 00:16:56,349
[straining]
244
00:17:10,947 --> 00:17:13,825
Hey! It's Old Faithful!
245
00:17:14,534 --> 00:17:17,537
Just what I needed. A real steam bath.
246
00:17:23,752 --> 00:17:26,046
Time to settle up with The Wizard
247
00:17:26,796 --> 00:17:28,548
and Medusa.
248
00:17:28,631 --> 00:17:31,551
This is more fun than getting rid
of Spider-Man.
249
00:17:31,634 --> 00:17:33,553
Getting rid of Spider-Man?
250
00:17:39,100 --> 00:17:41,061
Stop, or I will destroy you!
251
00:17:41,144 --> 00:17:44,731
Never! This time Medusa fights to the end.
252
00:17:54,491 --> 00:17:56,576
You force me to... What's that?
253
00:17:56,659 --> 00:17:58,536
Mind if I crash this party?
254
00:17:58,620 --> 00:18:00,205
You are alive!
255
00:18:03,124 --> 00:18:05,001
Sorry to disappoint you.
256
00:18:06,086 --> 00:18:08,338
My repeller ray will take care of you.
257
00:18:08,421 --> 00:18:10,590
You have to hit me first.
258
00:18:10,674 --> 00:18:13,677
And you can't hit what you can't see.
259
00:18:13,760 --> 00:18:15,679
[muffled grunting]
260
00:18:21,309 --> 00:18:23,520
Wait! Listen to me!
261
00:18:25,939 --> 00:18:28,525
Not a chance. Once a chump's enough.
262
00:18:30,318 --> 00:18:32,946
My gloves are stronger than your webbing.
263
00:18:36,157 --> 00:18:38,702
Hold still, you blasted jumping jack!
264
00:18:38,785 --> 00:18:40,161
[Spider-Man] OK.
265
00:18:40,245 --> 00:18:41,496
How's this?
266
00:18:43,164 --> 00:18:46,376
One twist of this disk will double
my flying speed.
267
00:18:53,133 --> 00:18:56,386
Must... help... Spider-Man.
268
00:19:02,183 --> 00:19:05,437
One more burst
from my repeller ray will finish the job.
269
00:19:08,148 --> 00:19:09,149
Oh!
270
00:19:09,232 --> 00:19:11,026
[straining]
271
00:19:21,119 --> 00:19:23,371
You... You saved me?
272
00:19:23,455 --> 00:19:25,331
I never wanted to hurt you, but...
273
00:19:25,415 --> 00:19:29,419
How touching,
but you forget whose slave you are.
274
00:19:31,087 --> 00:19:34,090
Medusa is not a... [gasps and groans]
275
00:19:34,174 --> 00:19:35,884
So that's it.
276
00:19:35,967 --> 00:19:39,429
Hey, Wizzie! Don't forget about me.
277
00:19:44,934 --> 00:19:46,227
No. Let me.
278
00:19:46,311 --> 00:19:48,730
- It's my turn.
- You had your turn.
279
00:19:48,813 --> 00:19:50,940
- Now!
- No!
280
00:19:54,319 --> 00:19:56,821
Let's make a wish!
281
00:19:56,905 --> 00:19:58,656
No!
282
00:20:03,578 --> 00:20:05,830
I'll remove his anti-gravity disk.
283
00:20:09,042 --> 00:20:11,711
Well, we make a great team
284
00:20:11,795 --> 00:20:13,254
when we work together.
285
00:20:13,338 --> 00:20:16,049
I am sorry.
I should have told you everything.
286
00:20:16,132 --> 00:20:18,593
But only The Wizard can remove the collar.
287
00:20:18,677 --> 00:20:20,845
Look, I'm not just a nut in long johns.
288
00:20:20,929 --> 00:20:22,514
I go to college and everything.
289
00:20:22,597 --> 00:20:25,475
I'll reverse the polarity. It should work.
290
00:20:25,558 --> 00:20:27,852
- Will you trust me?
- I trust you.
291
00:20:41,324 --> 00:20:42,534
You did it!
292
00:20:42,617 --> 00:20:44,327
I am free!
293
00:20:44,411 --> 00:20:47,414
[chuckles] Never turn your back
on The Wizard.
294
00:20:47,497 --> 00:20:51,376
You forget that I can fly... [screaming]
295
00:20:51,751 --> 00:20:53,420
Not without this!
296
00:20:53,503 --> 00:20:54,838
Oh, well.
297
00:21:03,138 --> 00:21:04,556
Do you have to go?
298
00:21:04,639 --> 00:21:07,642
I must return
to my own people where I belong.
299
00:21:07,767 --> 00:21:09,227
But you could come with me.
300
00:21:09,310 --> 00:21:10,645
This is where I belong.
301
00:21:10,729 --> 00:21:13,481
- Then, farewell.
- I trust you now.
302
00:21:13,565 --> 00:21:16,609
I do not care what you look like
under your mask.
303
00:21:42,719 --> 00:21:44,304
We will meet again.
304
00:22:03,114 --> 00:22:05,825
Why, Peter.
Look at the way you're mooning.
305
00:22:05,909 --> 00:22:08,953
If I didn't know better,
I'd say you were in love.
306
00:22:09,037 --> 00:22:10,121
Love?
307
00:22:10,538 --> 00:22:13,249
Hey, who would I be in love with?
308
00:22:20,131 --> 00:22:21,883
[theme music playing]
20490
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