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1
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[Theme Music Playing]
2
00:00:10,761 --> 00:00:12,695
d Spider-Man, Spider-Man d
3
00:00:12,763 --> 00:00:15,047
d Does Whatever A Spider Can d
4
00:00:15,116 --> 00:00:17,384
d Spins A Web Any Size d
5
00:00:17,452 --> 00:00:19,202
d Catches Thieves Just Like Flies d
6
00:00:19,270 --> 00:00:23,806
d Look Out, Here Comes The Spider-Man d
7
00:00:23,874 --> 00:00:26,375
d Is He Strong? Listen, Bud d
8
00:00:26,444 --> 00:00:28,377
d He's Got Radioactive Blood d
9
00:00:28,446 --> 00:00:30,713
d Can He Swing From A Thread? d
10
00:00:30,782 --> 00:00:32,731
d Take A Look Overhead d
11
00:00:32,800 --> 00:00:36,886
d Hey There, There Goes The Spider-Man d
12
00:00:36,955 --> 00:00:39,088
d In The Chill Of Night d
13
00:00:39,156 --> 00:00:41,390
d At The Scene Of A Crime d
14
00:00:41,459 --> 00:00:43,859
d Like A Streak Of Light d
15
00:00:43,928 --> 00:00:46,079
d He Arrives Just In Time d
16
00:00:46,147 --> 00:00:48,748
d Spider-Man, Spider-Man d
17
00:00:48,817 --> 00:00:51,017
d Friendly Neighborhood Spider-Man d
18
00:00:51,085 --> 00:00:53,420
d Wealth And Fame He's Ignored d
19
00:00:53,488 --> 00:00:55,405
d Action Is His Reward d
20
00:00:55,473 --> 00:00:59,058
d To Him, Life Is A Great Big Bang-Up d
21
00:00:59,127 --> 00:01:01,443
d Wherever There's A Hang-Up d
22
00:01:01,513 --> 00:01:04,614
d You'll Find The Spider-Man d
23
00:01:07,418 --> 00:01:09,302
[Go-Go Music Playing]
24
00:02:25,446 --> 00:02:26,879
[Music Stops]
25
00:02:26,947 --> 00:02:28,314
[Applause]
26
00:02:31,952 --> 00:02:35,188
Well, If It Isn't Pete Parker, Boy Scientist.
27
00:02:35,256 --> 00:02:36,789
Come On, Pete.
Swing A Little.
28
00:02:36,858 --> 00:02:38,775
Hello, Rodney, Sonia. What's Up?
29
00:02:38,843 --> 00:02:41,010
You're Not,
That's For Sure.
30
00:02:41,079 --> 00:02:42,445
You Look Lower
31
00:02:42,513 --> 00:02:43,846
Than The Frogs In The Bio Class.
32
00:02:43,915 --> 00:02:45,181
Cheer Up, Pete-O.
33
00:02:45,250 --> 00:02:46,683
Ask Me To Dance.
34
00:02:46,751 --> 00:02:48,968
No, Thanks, Sonia. I'm Not In The Mood.
35
00:02:49,036 --> 00:02:51,137
I'd Rather
Sit Here And--
36
00:02:51,206 --> 00:02:53,455
Read About Proton Devices When The World
37
00:02:53,524 --> 00:02:54,957
Is Full Of Beautiful Chicks.
38
00:02:55,026 --> 00:02:57,026
Pete, You Have
A Lot To Learn.
39
00:02:57,095 --> 00:02:58,577
That Test
Is Important.
40
00:02:58,646 --> 00:03:00,796
Science
Is Important.
41
00:03:00,865 --> 00:03:02,332
Why, Without Scientific Knowledge--
42
00:03:02,400 --> 00:03:04,350
You'd Be Dancing And Digging It.
43
00:03:04,419 --> 00:03:06,169
Let's Go, Baby. If Pete Wants To Read,
44
00:03:06,237 --> 00:03:07,787
Who Are We To Stop Him?
45
00:03:07,856 --> 00:03:10,072
Science Is Important.
46
00:03:10,141 --> 00:03:12,841
I Overheard What You Said Before About Science.
47
00:03:12,910 --> 00:03:15,861
I Agree With You. Can I Sit Down?
48
00:03:15,930 --> 00:03:17,546
Why, Sure.
49
00:03:17,615 --> 00:03:20,182
My Spider Sense...Tingling.
50
00:03:20,251 --> 00:03:21,900
She's Beautiful!
51
00:03:21,969 --> 00:03:23,870
My Name's Carol.
Who Are You?
52
00:03:23,939 --> 00:03:25,154
I'm Spi--
53
00:03:25,222 --> 00:03:26,873
Uh, Peter Parker.
54
00:03:26,941 --> 00:03:29,225
You Don't Go To Central High, Do You?
55
00:03:29,293 --> 00:03:31,243
I've Never Seen You Here Before.
56
00:03:31,312 --> 00:03:33,462
No. I'm New
To The Scene.
57
00:03:33,531 --> 00:03:35,865
I Just Moved
To The City.
58
00:03:35,933 --> 00:03:38,217
Perhaps You Can
Show Me Around.
59
00:03:38,286 --> 00:03:42,371
Sure. Say, Would You Like To Dance?
60
00:03:42,439 --> 00:03:44,306
I'd Love To, Peter.
61
00:03:46,827 --> 00:03:50,146
Wow! You Can Dance! I'm Exhausted.
62
00:03:50,215 --> 00:03:52,048
That Was Fun.
63
00:03:52,116 --> 00:03:53,549
Would You Like
A Malted?
64
00:03:53,618 --> 00:03:55,617
Love One. I--Oh!
65
00:03:55,686 --> 00:03:57,787
It's 11:00. I've Got To Run, Peter.
66
00:03:57,855 --> 00:03:59,405
Nuts. Can I
See You Tomorrow?
67
00:03:59,474 --> 00:04:01,007
Will You Be Here?
68
00:04:01,076 --> 00:04:03,009
Yes, Tomorrow. I've Got To Leave.
69
00:04:03,078 --> 00:04:04,443
See You.
70
00:04:06,063 --> 00:04:07,496
Feel Like Swinging.
71
00:04:07,565 --> 00:04:10,115
Gonna See Carol
Tomorrow.
72
00:04:38,329 --> 00:04:40,646
Ah, Life Is Good.
73
00:04:40,714 --> 00:04:42,315
The World's
A Beautiful Place.
74
00:04:42,384 --> 00:04:43,833
If Only
Every Night Was--
75
00:04:43,901 --> 00:04:45,918
Say, What's Going On Down There?
76
00:04:48,272 --> 00:04:49,705
Robbery!
77
00:04:49,774 --> 00:04:51,974
Good. Maybe I Can Work Off Some Of This Excess Energy.
78
00:04:57,799 --> 00:05:00,399
Spider-Man!
79
00:05:00,468 --> 00:05:01,901
It's Carol!
80
00:05:01,969 --> 00:05:04,653
But Whatever She's Doing, Got To Stop Her.
81
00:05:09,928 --> 00:05:11,243
Hey, You Can't
Do That.
82
00:05:11,312 --> 00:05:12,562
I'm The Only
One With--
83
00:05:18,569 --> 00:05:21,236
Carol: I'm Sorry, Spider-Man, But--
84
00:05:21,305 --> 00:05:23,873
She's Got Spider Powers, Like Me!
85
00:05:25,827 --> 00:05:28,210
The Webbing Will Dissolve In A Little While.
86
00:05:28,279 --> 00:05:30,112
Bye, Spidey.
87
00:05:39,240 --> 00:05:42,541
That Chick Has A Lot Of Explaining To Do Tomorrow.
88
00:05:42,610 --> 00:05:44,126
That Little--
89
00:05:44,195 --> 00:05:46,379
Unh!
90
00:05:48,432 --> 00:05:52,317
Nothing I Can Do But Wait For It To Dissolve.
91
00:05:57,958 --> 00:05:59,825
[Go-Go Music Playing]
92
00:06:50,361 --> 00:06:52,361
She Should Be Here Any Time Now.
93
00:06:52,429 --> 00:06:54,947
She Better Have A Good Story For Me.
94
00:06:55,015 --> 00:06:57,516
It's Not Every Girl Who Can Tie Me Up Like This.
95
00:06:57,585 --> 00:07:00,102
Lucky She Doesn't Know I'm Spider-Man.
96
00:07:00,170 --> 00:07:02,188
But Where Did
She Come From?
97
00:07:02,257 --> 00:07:04,290
How Did She
Get Her Powers?
98
00:07:04,359 --> 00:07:07,560
Ha Ha. Took Me 2 Hours To Get Free.
99
00:07:07,629 --> 00:07:09,412
Ha Ha Ha.
100
00:07:12,233 --> 00:07:16,135
I...I Guess She's Not Going To Show.
101
00:07:16,204 --> 00:07:18,337
I Might As Well Split, Maybe Swing A Little.
102
00:07:18,406 --> 00:07:20,273
It Doesn't Really Matter.
103
00:07:34,188 --> 00:07:36,105
Don't Really Feel Like Swinging Tonight.
104
00:07:36,173 --> 00:07:37,856
No Use Kidding Myself.
105
00:07:37,925 --> 00:07:40,209
A Girl
With Spider Powers!
106
00:07:40,278 --> 00:07:42,361
Probably Never
Find Her Again.
107
00:07:42,430 --> 00:07:45,231
One More Patrol, Then I Head Home.
108
00:07:45,300 --> 00:07:47,366
Try The Warehouse District.
109
00:07:47,435 --> 00:07:49,285
Maybe She's
Out Tonight, Too.
110
00:07:49,354 --> 00:07:50,803
Ha Ha Ha.
111
00:08:06,703 --> 00:08:09,638
My Spider Sense... Beginning To Go Off.
112
00:08:09,724 --> 00:08:11,824
Going Up...
Higher, Higher.
113
00:08:11,893 --> 00:08:14,010
Not Dangerous, But--
114
00:08:14,078 --> 00:08:15,194
Carol!
115
00:08:19,834 --> 00:08:21,183
Spider-Man: Carol!
116
00:08:21,252 --> 00:08:22,101
Peter!
117
00:08:27,625 --> 00:08:28,858
She Knew My Name.
118
00:08:28,926 --> 00:08:31,360
Carol, Wait!
119
00:08:31,428 --> 00:08:32,744
Got To Stop Her.
120
00:08:52,917 --> 00:08:54,549
Aah!
121
00:08:56,086 --> 00:08:57,737
[Crash]
122
00:08:57,805 --> 00:08:59,872
Put Me Down!
Put Me Down!
123
00:08:59,941 --> 00:09:01,240
Let Go!
124
00:09:03,361 --> 00:09:05,310
There. That
Should Hold You.
125
00:09:05,380 --> 00:09:07,145
You're Lucky I Don't Web You Up, Too,
126
00:09:07,214 --> 00:09:08,547
Just To Even The Score.
127
00:09:08,616 --> 00:09:10,032
Peter, Let Me Go.
128
00:09:10,117 --> 00:09:11,550
That Equipment--
Smashed.
129
00:09:11,619 --> 00:09:13,018
I Haven't Time.
130
00:09:13,087 --> 00:09:16,222
Oh, No. Now I've Got You, I'm Not Letting You Go.
131
00:09:16,290 --> 00:09:18,140
But How Do You
Know I'm Peter--
132
00:09:18,208 --> 00:09:19,675
I Mean, What
Makes You Think--
133
00:09:19,743 --> 00:09:21,310
I Have Spider Sense, Too, You Know.
134
00:09:21,379 --> 00:09:22,811
It Started Tingling
135
00:09:22,880 --> 00:09:24,480
When I Met You In The Malt Shop.
136
00:09:24,549 --> 00:09:26,482
That's How We Recognize One Another.
137
00:09:26,550 --> 00:09:28,000
"That's How We--"
138
00:09:28,068 --> 00:09:29,368
You Mean There Are Other--
139
00:09:43,952 --> 00:09:45,267
They Freed Her.
140
00:09:57,748 --> 00:10:00,516
What?
More Spider-Men?
141
00:10:00,585 --> 00:10:02,969
Carol's Friends...
142
00:10:03,037 --> 00:10:04,470
After Me!
143
00:10:17,151 --> 00:10:20,135
Get Him.
Stop Him. Stop Him!
144
00:10:24,975 --> 00:10:26,541
Never Mind
Spider-Man Now.
145
00:10:26,610 --> 00:10:28,310
Release The Sphere.
146
00:10:32,232 --> 00:10:33,966
Watch Out! Above You!
147
00:10:50,134 --> 00:10:51,767
Carol Warned Them. They're Getting Away.
148
00:10:51,836 --> 00:10:53,919
Carol Betrayed Me.
149
00:10:53,988 --> 00:10:55,837
Must Stop Them!
150
00:11:10,004 --> 00:11:12,487
Carol Betrayed Me. Must Stop Them!
151
00:11:58,302 --> 00:11:59,568
[Panting]
152
00:11:59,636 --> 00:12:03,389
I Must Have Chased Them Across Half The United States.
153
00:12:03,457 --> 00:12:06,675
Got To Keep Going, No Matter What.
154
00:12:06,743 --> 00:12:08,277
Must Follow.
155
00:12:18,288 --> 00:12:21,489
He Is Gaining. We've Got To Stop Him.
156
00:12:24,127 --> 00:12:26,679
Uh-Oh. Something's
Going On.
157
00:12:26,747 --> 00:12:28,863
Spider Sense Tingling.
158
00:12:28,932 --> 00:12:30,649
Better Be Careful.
159
00:12:41,712 --> 00:12:44,179
Great Spiders! A...
160
00:12:44,248 --> 00:12:45,664
A Great Spider!
161
00:12:58,863 --> 00:13:01,647
I'm Not Sticking Around, But It Will.
162
00:13:01,715 --> 00:13:03,299
Got To Catch Up With The Sphere.
163
00:13:03,367 --> 00:13:05,183
It Disappeared Down That Side Tunnel.
164
00:13:21,602 --> 00:13:24,803
Oh, Wow!
I Don't Believe It!
165
00:13:51,965 --> 00:13:53,899
Greetings,
Spider-Man.
166
00:13:53,968 --> 00:13:55,734
You Should Not
Have Come.
167
00:13:55,802 --> 00:13:57,903
My Daughter
Has Told Me Of You.
168
00:13:57,972 --> 00:14:00,639
You Were Warned, But You Disobeyed.
169
00:14:00,708 --> 00:14:03,074
Don't Give Me That. I Had To Follow.
170
00:14:03,143 --> 00:14:06,195
You Tried To Web Me. Carol Was Breaking The Law.
171
00:14:06,263 --> 00:14:09,114
She Knew My Identity. I Couldn't Let You Go.
172
00:14:09,183 --> 00:14:11,900
Oh, Spidey, It Was For Your Own Good.
173
00:14:11,969 --> 00:14:13,185
I Don't Believe It.
174
00:14:13,254 --> 00:14:15,904
What Is This Place, Anyway? Who Are You?
175
00:14:15,973 --> 00:14:18,557
I Am The Leader Of This Civilization.
176
00:14:18,625 --> 00:14:20,608
You Want Answers? Here They Are.
177
00:14:20,677 --> 00:14:23,045
We Came From A Distant Star.
178
00:14:23,113 --> 00:14:25,364
Our Ship Crashed On This Planet.
179
00:14:25,433 --> 00:14:27,316
We Went Underground,
180
00:14:27,401 --> 00:14:28,868
Built These Caves.
181
00:14:28,936 --> 00:14:30,869
We Have Waited
A Long Time.
182
00:14:30,938 --> 00:14:34,005
Waited? For What? To Take Over The Earth?
183
00:14:34,074 --> 00:14:35,857
No. We Are Forbidden By Our Rules
184
00:14:35,926 --> 00:14:37,543
To Influence In Any Way
185
00:14:37,611 --> 00:14:39,211
The Civilization Of Other Planets.
186
00:14:39,280 --> 00:14:41,614
We Wait
To Be Rescued.
187
00:14:41,682 --> 00:14:43,882
And In 2 Hours,
We Will Be.
188
00:14:43,951 --> 00:14:46,952
A Ray Will Come Down, Transporting Us Home, Peter.
189
00:14:47,020 --> 00:14:50,872
I See. But Why Didn't You Want Me Following You?
190
00:14:50,941 --> 00:14:52,774
Look At That
Televiser Screen.
191
00:14:52,843 --> 00:14:54,876
That Is The Proton Device
192
00:14:54,945 --> 00:14:56,729
Your Scientists Have Built.
193
00:14:56,797 --> 00:14:59,397
It Is Designed To Excavate,
194
00:14:59,466 --> 00:15:01,833
To Split And Crack The Ground,
195
00:15:01,903 --> 00:15:03,835
And We Are Underground.
196
00:15:03,905 --> 00:15:05,321
In 2 Hours,
197
00:15:05,389 --> 00:15:07,505
The Proton Device Will Go Off.
198
00:15:07,575 --> 00:15:10,058
Oh, No. But Can
It Be Stopped?
199
00:15:10,127 --> 00:15:12,978
I Was Trying To Steal Electrical Equipment
200
00:15:13,047 --> 00:15:15,664
So We Could Stop It By Remote Control From Here.
201
00:15:15,733 --> 00:15:17,833
We Can't Go Near It
Ourselves.
202
00:15:17,901 --> 00:15:19,902
As It Is, It Is Very Dangerous To Us.
203
00:15:19,970 --> 00:15:23,922
We Are Susceptible To Proton Rays Of Any Sort.
204
00:15:23,991 --> 00:15:25,457
The Device Will Go Off
205
00:15:25,525 --> 00:15:27,592
Just Before The Ray Comes Down To Save Us.
206
00:15:27,661 --> 00:15:31,330
It Is Too Late To Do Anything But Wait.
207
00:15:31,398 --> 00:15:33,966
We Didn't Want You To Be Here When It Happened.
208
00:15:34,034 --> 00:15:36,585
But...But Can You
Do Anything?
209
00:15:36,654 --> 00:15:39,288
There Is
No Chance, Peter.
210
00:15:43,444 --> 00:15:45,877
My Daughter Tells The Unfortunate Truth.
211
00:15:45,946 --> 00:15:48,313
But Now It Is Too Late.
212
00:15:56,957 --> 00:15:59,875
We Thought We Could Transport This Box
213
00:15:59,943 --> 00:16:02,310
To The Device By Using Remote Control.
214
00:16:02,379 --> 00:16:04,312
All It Has To Do
Is Touch It.
215
00:16:04,381 --> 00:16:06,314
It Will Alter The Proton Device,
216
00:16:06,383 --> 00:16:08,000
Make It Weaker.
217
00:16:08,068 --> 00:16:11,002
But We Cannot Complete Our Transporter,
218
00:16:11,071 --> 00:16:12,937
And We Can't Get To The Proton Device.
219
00:16:13,006 --> 00:16:14,689
But I Can.
220
00:16:14,758 --> 00:16:17,075
I Can Bring The Black Box Over There Myself.
221
00:16:17,144 --> 00:16:19,677
You Cannot Leave. The Rules Won't Allow It.
222
00:16:19,746 --> 00:16:22,397
And The Mutant Spider Is Loose In The Caves.
223
00:16:22,466 --> 00:16:23,682
It Would Destroy You!
224
00:16:23,750 --> 00:16:26,401
I've Got To Try. I Was Wrong About You,
225
00:16:26,470 --> 00:16:28,336
And It Was My Mistake In Stopping Carol
226
00:16:28,405 --> 00:16:29,638
That Put You
In This Trouble.
227
00:16:29,706 --> 00:16:30,738
I've Got To Try.
228
00:16:30,807 --> 00:16:32,858
You Cannot Leave! According To The Rules,
229
00:16:32,926 --> 00:16:34,343
Strangers
Are Forbidden To Go!
230
00:16:34,411 --> 00:16:35,693
Blast Your Rule!
231
00:16:45,105 --> 00:16:47,456
Guards, Stop Him!
The Rules!
232
00:16:59,503 --> 00:17:01,202
Got To Get
To The Cave Opening
233
00:17:01,271 --> 00:17:03,071
Long Enough For Me To Get Through.
234
00:17:03,140 --> 00:17:04,439
And Now For--
235
00:17:04,508 --> 00:17:08,060
Oh, No. The Spider.
236
00:17:08,128 --> 00:17:10,795
Got To Stop It. But How Much Time?
237
00:17:10,865 --> 00:17:13,148
How Much Time Before The Device Goes Off?
238
00:17:44,348 --> 00:17:46,682
What? Why, He Saved Me.
239
00:17:53,006 --> 00:17:54,422
Get To The Bomb.
240
00:17:54,491 --> 00:17:56,091
The Rules, They Don't Apply To You.
241
00:17:56,160 --> 00:17:58,010
You're A Stranger. It's All Right.
242
00:17:58,078 --> 00:18:00,578
We Dissolved Your Webbing At The Tunnel Entrance.
243
00:18:00,647 --> 00:18:02,047
You've Got 3 Minutes.
244
00:18:02,116 --> 00:18:04,266
Hurry, Man! Hurry!
245
00:18:18,899 --> 00:18:20,415
2 Minutes.
246
00:18:43,540 --> 00:18:44,606
Got To Get Away.
247
00:19:22,713 --> 00:19:24,412
They Made It!
248
00:19:24,481 --> 00:19:26,081
The Proton Device Didn't Go Off,
249
00:19:26,149 --> 00:19:27,615
And The City
Was Saved.
250
00:19:27,684 --> 00:19:31,820
Ah...I Wonder If I'll Ever See Them Again.
251
00:19:31,889 --> 00:19:34,823
I Wonder If I'll Ever See Carol Again.
252
00:19:34,892 --> 00:19:36,758
[Go-Go Music Playing]
253
00:20:32,449 --> 00:20:35,817
No, It Was Successful.
254
00:20:38,972 --> 00:20:41,539
[Theme Music Playing]
255
00:20:43,894 --> 00:20:45,760
d Spider-Man, Spider-Man d
256
00:20:45,829 --> 00:20:48,246
d Does Whatever A Spider Can d
257
00:20:48,315 --> 00:20:50,231
d Spins A Web Any Size d
258
00:20:50,300 --> 00:20:52,450
d Catches Thieves Just Like Flies d
259
00:20:52,519 --> 00:20:57,455
d Look Out, Here Comes The Spider-Man d
260
00:20:57,524 --> 00:20:59,391
d Is He Strong? Listen, Bud d
261
00:20:59,460 --> 00:21:01,610
d He's Got Radioactive Blood d
262
00:21:01,678 --> 00:21:03,778
d Can He Swing From A Thread? d
263
00:21:03,847 --> 00:21:05,863
d Take A Look Overhead d
264
00:21:05,933 --> 00:21:09,867
d Hey There, There Goes The Spider-Man d
265
00:21:09,936 --> 00:21:12,370
d In The Chill Of Night d
266
00:21:12,439 --> 00:21:14,689
d At The Scene Of A Crime d
267
00:21:14,758 --> 00:21:16,858
d Like A Streak Of Light d
268
00:21:16,927 --> 00:21:19,711
d He Arrives Just In Time d
269
00:21:19,780 --> 00:21:21,880
d Spider-Man, Spider-Man d
270
00:21:21,948 --> 00:21:24,365
d Friendly Neighborhood Spider-Man d
271
00:21:24,434 --> 00:21:26,534
d Wealth And Fame He's Ignored d
272
00:21:26,603 --> 00:21:28,536
d Action Is His Reward d
273
00:21:28,605 --> 00:21:32,390
d To Him, Life Is A Great Big Bang-Up d
274
00:21:32,459 --> 00:21:34,559
d Wherever There's A Hang-Up d
275
00:21:34,628 --> 00:21:37,829
d You'll Find The Spider-Man d
276
00:21:40,829 --> 00:21:44,829
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