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1
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[opening theme music playing]
2
00:00:07,382 --> 00:00:09,092
[narrator] Spider-Man.
3
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[inaudible speaking]
4
00:00:30,864 --> 00:00:32,282
[meows]
5
00:00:50,342 --> 00:00:51,468
[inaudible speaking]
6
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[growls]
7
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[narrator] Spider-Man.
8
00:01:08,735 --> 00:01:09,861
Wow!
9
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Spidey sure is something, isn't he?
10
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Hey, look, it's him.
11
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The real Spider-Man.
12
00:01:16,117 --> 00:01:17,911
Hey, Spidey!
13
00:01:19,162 --> 00:01:20,246
Hi.
14
00:01:21,664 --> 00:01:23,249
Oh, no!
15
00:01:25,627 --> 00:01:28,713
What dummy put a billboard
on the Daily Bugle roof?
16
00:01:33,468 --> 00:01:37,347
Hmm... I don't need
three guesses to answer that.
17
00:01:40,016 --> 00:01:41,059
No, sirree!
18
00:01:41,142 --> 00:01:44,562
They don't make heroes
like Captain America any more.
19
00:01:44,646 --> 00:01:47,899
But, Mr. Jameson, I thought
you hated masked crime fighters
20
00:01:47,982 --> 00:01:49,484
more than spinach.
21
00:01:49,567 --> 00:01:51,277
Get this, Parker!
22
00:01:51,361 --> 00:01:55,490
Cap isn't a masked menace,
like that Spider-Man weirdo.
23
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He's a real American hero.
24
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Maybe the greatest hero
this nation has had
25
00:02:00,870 --> 00:02:02,247
since Herbert Hoover.
26
00:02:03,665 --> 00:02:06,918
How well I remember Cap
back during World War II,
27
00:02:07,002 --> 00:02:11,423
and how he almost won the war
single-handedly.
28
00:02:11,506 --> 00:02:15,677
Why, Jonah, you sound like Cap
was a boyhood idol of yours.
29
00:02:15,760 --> 00:02:18,096
He still is, Robbie.
30
00:02:18,179 --> 00:02:20,974
All of you, let's go
to the screening room.
31
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The Legend of Captain America!
32
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The world was being torn apart
33
00:02:34,571 --> 00:02:36,656
by a great global war.
34
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The United States needed a hero,
35
00:02:39,075 --> 00:02:41,828
an invincible super soldier.
36
00:02:41,911 --> 00:02:46,958
And that hero appeared,
in a star-spangled costume.
37
00:02:47,042 --> 00:02:48,042
His name...
38
00:02:48,209 --> 00:02:51,171
Captain America!
39
00:02:53,340 --> 00:02:55,592
His deadliest foe,
40
00:02:55,675 --> 00:02:59,512
the monstrous Red Skull.
41
00:02:59,596 --> 00:03:04,184
When, in 1945, the wars end,
42
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there was a fateful explosion
43
00:03:07,937 --> 00:03:12,400
which hurled Captain America's
unconscious body into the sea.
44
00:03:12,484 --> 00:03:15,195
There, he was frozen alive,
45
00:03:15,278 --> 00:03:18,365
remaining in a state
of suspended animation,
46
00:03:18,448 --> 00:03:20,742
until many years later,
47
00:03:20,825 --> 00:03:22,994
the ice finally melted,
48
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and Captain America
returned to renew his struggle
49
00:03:27,040 --> 00:03:30,251
for justice and liberty.
50
00:03:32,796 --> 00:03:34,255
Fantastic!
51
00:03:34,339 --> 00:03:38,009
But, Mr. Jameson, we all know
how great Captain America is.
52
00:03:38,093 --> 00:03:40,178
Precisely, Ms. Brant,
53
00:03:40,261 --> 00:03:44,015
which is why all of New York will turn out
for the special day I conceived.
54
00:03:44,099 --> 00:03:45,892
Captain America Day!
55
00:03:45,975 --> 00:03:48,436
Captain America Day?
56
00:03:48,520 --> 00:03:51,272
Why I can't think of anyone,
57
00:03:51,356 --> 00:03:54,317
except maybe that weasel-y wall-crawler,
58
00:03:54,401 --> 00:03:58,113
who wouldn't come out
to honor Captain America.
59
00:04:11,793 --> 00:04:13,503
Master?
60
00:04:13,586 --> 00:04:16,464
You may enter, Dr. Niemann.
61
00:04:17,674 --> 00:04:20,260
The machine is completed, Herr Skull,
62
00:04:20,343 --> 00:04:23,221
but again, I must protest its use.
63
00:04:23,263 --> 00:04:26,307
And for the last time, Doctor,
64
00:04:26,391 --> 00:04:30,478
I warn you against protesting
anything that concerns
65
00:04:30,562 --> 00:04:32,397
the Red Skull!
66
00:04:32,480 --> 00:04:35,108
Be grateful I allow someone
67
00:04:35,191 --> 00:04:38,319
as weak and unsightly
as yourself to live,
68
00:04:38,403 --> 00:04:43,575
even if it is only to serve me
by inventing ingenious gadgets.
69
00:04:43,658 --> 00:04:45,285
Yes, Herr Skull.
70
00:04:45,368 --> 00:04:49,539
Devices which I shall utilize,
Dr. Niemann,
71
00:04:49,622 --> 00:04:52,125
in my final and glorious defeat
72
00:04:52,208 --> 00:04:56,504
of my accursed foe, Captain America.
73
00:04:56,588 --> 00:04:58,882
And it will occur upon that day
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00:04:58,965 --> 00:05:02,218
when Captain America is to be honored.
75
00:05:02,302 --> 00:05:04,888
Fitting, is it not?
76
00:05:05,347 --> 00:05:06,765
Yes, Herr Skull.
77
00:05:06,848 --> 00:05:10,643
- Shall I fetch your weapons, master?
- Yes.
78
00:05:10,727 --> 00:05:14,564
But first, comb your hair.
79
00:05:14,647 --> 00:05:17,567
Your lack of grooming is intolerable.
80
00:05:27,619 --> 00:05:31,623
What a day!
Sure makes you proud to be an American.
81
00:05:31,706 --> 00:05:32,540
Yes, sir.
82
00:05:32,624 --> 00:05:33,917
Now get out there, Parker,
83
00:05:34,000 --> 00:05:36,836
and take some great pictures
of Cap and me together.
84
00:05:37,379 --> 00:05:40,757
Right, but you better
practise your smile, J.J.
85
00:05:40,840 --> 00:05:43,301
Huh? Oh, right.
86
00:05:43,385 --> 00:05:47,347
Mr. Jameson, publisher
of the Daily Bugle?
87
00:05:47,430 --> 00:05:50,058
Yes, but if you want an autograph, I'm...
88
00:05:50,141 --> 00:05:53,812
I'm very busy right...
89
00:05:56,731 --> 00:05:57,941
Funny, isn't it?
90
00:05:58,024 --> 00:05:59,710
Captain America puts on a mask,
does his thing,
91
00:05:59,734 --> 00:06:02,570
and even old prune face Jameson loves him.
92
00:06:02,654 --> 00:06:05,281
But when a guy like Spider-Man
does the same thing,
93
00:06:05,365 --> 00:06:06,616
people call him a menace.
94
00:06:06,700 --> 00:06:09,953
Why, Peter, you sound like
Spider-Man's press agent.
95
00:06:10,036 --> 00:06:12,455
People of New York,
96
00:06:12,539 --> 00:06:15,542
in this age of
newly awakened patriotism,
97
00:06:15,625 --> 00:06:18,169
it is my honor and privilege,
98
00:06:18,253 --> 00:06:21,715
to officially open our first,
but not last,
99
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Captain America Day!
100
00:06:24,676 --> 00:06:27,971
Uh-oh, according to my spider sense,
101
00:06:28,096 --> 00:06:30,390
we've got trouble.
102
00:06:30,807 --> 00:06:34,686
And now, here's the man
we've all been waiting for.
103
00:06:34,769 --> 00:06:37,230
The living legend of World War II,
104
00:06:37,313 --> 00:06:39,607
the star-spangled defender,
105
00:06:39,691 --> 00:06:41,818
Captain America!
106
00:06:41,901 --> 00:06:44,070
[man] Yeah! Captain America!
107
00:06:44,154 --> 00:06:45,196
[man 2] Way to go, Cap!
108
00:06:45,280 --> 00:06:46,781
[man 3] Let's hear it!
109
00:06:46,865 --> 00:06:48,450
What a guy!
110
00:06:48,533 --> 00:06:49,701
Our hero!
111
00:06:49,784 --> 00:06:53,496
Hey, Betty, I'm out of film.
Got to find a camera shop fast.
112
00:06:53,580 --> 00:06:57,792
But, Peter,
I brought along lots of film.
113
00:06:57,876 --> 00:07:01,296
Mr. Jameson, people of New York,
114
00:07:01,379 --> 00:07:04,424
I appreciate, but really don't deserve,
115
00:07:04,507 --> 00:07:06,217
this great honor.
116
00:07:06,634 --> 00:07:12,265
For once, I agree,
you sanctimonious, patriotic swine.
117
00:07:12,724 --> 00:07:16,353
What? That voice. You're not Jameson.
118
00:07:18,563 --> 00:07:20,065
But hardly.
119
00:07:20,148 --> 00:07:22,317
- It's the Red Skull!
- [people chattering]
120
00:07:22,400 --> 00:07:24,361
Everyone, keep back.
121
00:07:24,444 --> 00:07:26,279
I'll handle the Red Skull.
122
00:07:26,654 --> 00:07:31,409
Indeed, this battle
must be waged by just the two of us.
123
00:07:31,534 --> 00:07:33,745
So, allow me...
124
00:07:33,828 --> 00:07:35,830
- Look out!
- To disperse this rabble.
125
00:07:35,914 --> 00:07:37,624
- [man 4] Run!
- [man 5] Get out of here!
126
00:07:37,707 --> 00:07:42,379
And now, you star-spangled fool!
127
00:07:55,183 --> 00:07:57,977
Any more surprises, mad man?
128
00:07:58,478 --> 00:08:00,605
Now's my chance to show
that Spidey's no piker
129
00:08:00,730 --> 00:08:02,440
when it come to heroics.
130
00:08:04,275 --> 00:08:07,362
An old weapon this time, Captain...
131
00:08:07,445 --> 00:08:08,905
Gas.
132
00:08:08,988 --> 00:08:11,908
[coughing]
133
00:08:14,536 --> 00:08:17,080
Hey, what the blazes is going on here?
134
00:08:17,163 --> 00:08:20,291
You'll have to do better than that, Skull.
135
00:08:22,293 --> 00:08:24,087
Heads up, people, it's bargain day.
136
00:08:24,170 --> 00:08:26,464
Two masked do-gooders for the price of...
137
00:08:27,007 --> 00:08:28,633
Oof!
138
00:08:30,719 --> 00:08:33,346
[coughing] Spider-Man...
139
00:08:34,931 --> 00:08:37,976
Thank you, web-head.
140
00:08:38,059 --> 00:08:40,937
Now, sleep while you can, Captain America.
141
00:08:41,021 --> 00:08:44,065
Your nightmare is just beginning.
142
00:08:53,533 --> 00:08:54,909
[groans]
143
00:08:54,993 --> 00:08:58,580
Anybody get the number
of that Sherman tank?
144
00:08:59,372 --> 00:09:00,957
Uh-oh.
145
00:09:03,335 --> 00:09:05,920
My spider tracer will track him.
146
00:09:16,556 --> 00:09:19,017
You traitor!
147
00:09:19,100 --> 00:09:21,811
Huh? Who, me?
148
00:09:22,228 --> 00:09:25,815
It's your fault our great hero
was captured by the Red Skull.
149
00:09:25,899 --> 00:09:29,819
In fact, you and that skull-faced cretin
are probably partners!
150
00:09:29,903 --> 00:09:34,115
I used to think Mr. Jameson
was wrong about you, Spider-Man.
151
00:09:34,199 --> 00:09:35,450
But now...
152
00:09:35,784 --> 00:09:38,203
Spider-Man let him get away!
153
00:09:38,286 --> 00:09:40,663
- [men] Spider-Man's a traitor!
- [woman clmoring]
154
00:09:40,747 --> 00:09:45,126
Hmm, seems this isn't quite the time
for an explanation, so...
155
00:09:45,502 --> 00:09:47,796
You can run away from us, traitor,
156
00:09:47,879 --> 00:09:50,090
but you can't run away from the truth!
157
00:09:50,173 --> 00:09:52,300
Do you hear me, Spider-Man?
158
00:09:54,844 --> 00:09:56,596
Read it in the Bugle!
159
00:09:56,680 --> 00:10:00,600
How Spider-Man helped the Red Skull
capture Captain America!
160
00:10:00,684 --> 00:10:01,768
Read all about it!
161
00:10:01,851 --> 00:10:04,646
And now we know that Spider-Man
162
00:10:04,729 --> 00:10:08,108
isn't simply a masked criminal,
163
00:10:08,191 --> 00:10:10,652
he's also a cowardly turncoat,
164
00:10:10,735 --> 00:10:15,156
a sell-out and the worst traitor
since Benedict Arnold!
165
00:10:16,199 --> 00:10:19,202
Hey, where are you going
with your Spider-Man collection?
166
00:10:32,382 --> 00:10:34,551
Sitting around moping
isn't doing any good.
167
00:10:35,051 --> 00:10:36,928
I've got to find Cap.
168
00:10:37,012 --> 00:10:39,347
It's a good thing I planted
one of my handy dandy
169
00:10:39,431 --> 00:10:41,307
spider tracers on his shield.
170
00:10:41,391 --> 00:10:43,977
Look, there he is!
171
00:10:44,185 --> 00:10:46,646
There's that miserable wall-crawler!
172
00:10:46,730 --> 00:10:48,982
- Get him!
- [people booing]
173
00:10:55,905 --> 00:10:58,742
Go back where you came from, you creep!
174
00:11:05,999 --> 00:11:09,127
At least old glory
hasn't turned against me.
175
00:11:09,210 --> 00:11:10,920
- [tearing]
- [clears throat]
176
00:11:18,595 --> 00:11:19,595
There he is!
177
00:11:19,637 --> 00:11:21,348
And on top of everything else,
178
00:11:21,431 --> 00:11:24,017
he's now ripped up the flag!
179
00:11:24,100 --> 00:11:27,020
[people clamoring]
180
00:11:30,982 --> 00:11:31,982
[grunts]
181
00:11:32,233 --> 00:11:34,527
Uh, I'd like to stick around
182
00:11:34,611 --> 00:11:37,822
and recite the Pledge of Allegiance
or something,
183
00:11:37,906 --> 00:11:39,824
but I have a hunch you wouldn't listen.
184
00:11:39,908 --> 00:11:40,908
Stop him!
185
00:11:42,911 --> 00:11:45,538
[people clamoring]
186
00:11:51,961 --> 00:11:53,505
Your star ship
187
00:11:53,588 --> 00:11:58,510
and your other inventions worked
most admirably today, Dr. Niemann.
188
00:11:58,968 --> 00:12:03,807
Pray that your latest creation
works equally well tonight,
189
00:12:03,890 --> 00:12:07,519
when I use it on my helpless captive.
190
00:12:07,602 --> 00:12:09,396
Yes, Herr Skull.
191
00:12:15,151 --> 00:12:18,905
And I wonder, Robbie,
if maybe Mr. Jameson is right.
192
00:12:18,988 --> 00:12:21,116
Maybe deep down inside,
193
00:12:21,199 --> 00:12:23,326
Spider-Man was jealous
of Captain America.
194
00:12:23,785 --> 00:12:28,039
Maybe without realizing it,
Spider-Man wanted Cap to be captured.
195
00:12:28,123 --> 00:12:30,458
Well, I'm no psychologist, Peter,
196
00:12:30,542 --> 00:12:33,503
but I know there's only one way
for Spider-Man to clear himself.
197
00:12:33,586 --> 00:12:37,799
Yeah, but how can Spidey rescue Cap
when he can't even be seen in public?
198
00:12:37,882 --> 00:12:40,051
Well, I'm sure he'll think of something.
199
00:12:50,895 --> 00:12:55,275
Disguised as Cap, maybe I can get around
and track my spider tracer.
200
00:12:55,358 --> 00:12:58,778
Hmm, it's not the greatest fit,
201
00:12:58,862 --> 00:13:02,824
but all of us crime-fighters can't afford
designer's long johns.
202
00:13:02,907 --> 00:13:06,578
Mmm, maybe in the dark,
nobody will notice.
203
00:13:11,958 --> 00:13:13,543
Okay, Cap,
204
00:13:13,626 --> 00:13:17,047
for you and Uncle Sam,
I'll take you, but, boy,
205
00:13:17,130 --> 00:13:19,924
that costume is sure a lousy fit.
206
00:13:23,803 --> 00:13:26,473
And I'll never forget
when you gave that gung-ho
207
00:13:26,556 --> 00:13:29,642
pep talk to the Joes
in my fighter squadron, Cap.
208
00:13:29,726 --> 00:13:30,810
[beeping]
209
00:13:30,894 --> 00:13:32,330
Man, it seems like only yesterday...
210
00:13:32,354 --> 00:13:33,396
My spider tracer.
211
00:13:33,480 --> 00:13:37,150
Hold it! This is where I get off.
212
00:13:40,779 --> 00:13:43,948
Hey, Cap, wait!
You forget your parachute!
213
00:14:00,090 --> 00:14:05,178
Before we put my plan of vengeance
into its final phases, Captain,
214
00:14:05,261 --> 00:14:08,139
allow me to treat you
to this demonstration.
215
00:14:11,017 --> 00:14:14,354
[growling]
216
00:14:14,437 --> 00:14:17,440
[exhales] But see what occurs
after Dr. Niemann
217
00:14:17,524 --> 00:14:21,111
subjects those animals
to his latest contraption.
218
00:14:21,194 --> 00:14:23,697
All right, Dr. Niemann, you may begin.
219
00:14:25,240 --> 00:14:29,035
[barking]
220
00:14:40,755 --> 00:14:45,010
Niemann's scientific miracle
is quite obvious, Captain America.
221
00:14:45,093 --> 00:14:48,555
The dog and the cat have,
to put it simply,
222
00:14:48,638 --> 00:14:50,890
exchanged minds.
223
00:14:50,974 --> 00:14:54,644
The cat's mind now inhabits
the body of the dog,
224
00:14:54,728 --> 00:14:56,146
and vice versa.
225
00:14:56,229 --> 00:14:59,065
Imagine what the outcome will be
226
00:14:59,149 --> 00:15:01,985
when the two of us are subjected
227
00:15:02,068 --> 00:15:06,239
to this full-scale
mind transfer machine!
228
00:15:06,322 --> 00:15:08,575
No. You can't mean...
229
00:15:08,658 --> 00:15:12,078
Oh, but I do, Captain.
230
00:15:12,162 --> 00:15:14,372
Consider the possibilities.
231
00:15:14,456 --> 00:15:15,874
Your mind
232
00:15:15,957 --> 00:15:18,835
trapped inside
the body of the Red Skull,
233
00:15:18,918 --> 00:15:23,048
locked away in one of this castle's
stinking dungeons,
234
00:15:23,131 --> 00:15:26,009
while the mind of the Red Skull
235
00:15:26,092 --> 00:15:30,180
inhabits the powerful body
of everyone's favorite hero,
236
00:15:30,263 --> 00:15:32,599
Captain America.
237
00:15:32,682 --> 00:15:36,186
With your body and my brain,
238
00:15:36,269 --> 00:15:38,772
there is nothing
I cannot accomplish,
239
00:15:38,855 --> 00:15:44,527
including the total domination
of your beloved country.
240
00:15:44,611 --> 00:15:47,113
[laughing]
241
00:15:50,408 --> 00:15:51,659
This is it...
242
00:15:51,993 --> 00:15:53,995
Unless a lot of people
park their Skull ships
243
00:15:54,079 --> 00:15:57,707
on the roofs of their castles.
244
00:16:04,089 --> 00:16:06,174
[alarm sounding]
245
00:16:06,508 --> 00:16:10,011
Herr Skull, one of the photoelectric cells
has been interrupted.
246
00:16:10,095 --> 00:16:11,012
We have an intruder.
247
00:16:11,096 --> 00:16:12,555
Very well.
248
00:16:12,639 --> 00:16:16,393
Activate your security devices.
That's what they're for.
249
00:16:16,476 --> 00:16:19,729
We have more urgent matters.
250
00:16:20,271 --> 00:16:24,943
Wow, the Skull probably
bought this place from Dracula,
251
00:16:25,026 --> 00:16:26,444
or some werewolf.
252
00:16:32,325 --> 00:16:35,495
So far, this has been
a piece of... cake?
253
00:16:35,620 --> 00:16:36,996
[gulps]
254
00:16:40,125 --> 00:16:42,168
The price of cake just went up.
255
00:16:42,252 --> 00:16:45,088
Let's see, how would
the real Cap handle this?
256
00:16:49,592 --> 00:16:51,386
So much for questions.
257
00:16:58,476 --> 00:16:59,811
Just what I figured.
258
00:16:59,894 --> 00:17:02,272
Any knight that heavy had to be a robot.
259
00:17:06,026 --> 00:17:07,193
Yike!
260
00:17:07,694 --> 00:17:11,906
Darn! One more year when I don't make
the best-dressed list.
261
00:17:11,990 --> 00:17:14,367
It's a walking cigarette lighter.
262
00:17:16,202 --> 00:17:18,913
Tsk, tsk, LEGO playmate.
263
00:17:19,372 --> 00:17:21,416
What would Smoky the Bear say?
264
00:17:24,919 --> 00:17:27,172
Let's try that again, iron man,
265
00:17:27,255 --> 00:17:28,423
Spider-Man style.
266
00:17:37,223 --> 00:17:40,602
Now, where do I find skull-face?
267
00:17:43,772 --> 00:17:46,191
[electronic static]
268
00:17:46,274 --> 00:17:48,943
Sounds like it's coming
from the other side.
269
00:17:49,027 --> 00:17:51,196
No, the Skull couldn't be using
270
00:17:51,279 --> 00:17:55,408
the old secret passage
behind the bookcase gag, could he?
271
00:17:57,494 --> 00:17:59,829
Well, I never said
that Skull was original.
272
00:17:59,913 --> 00:18:02,499
Evil, yes, but original, uh-uh.
273
00:18:03,541 --> 00:18:04,793
Please, master,
274
00:18:04,876 --> 00:18:08,213
I beg you not to use
my machine for this.
275
00:18:08,296 --> 00:18:12,550
I invented it to help mankind,
not destroy it!
276
00:18:12,842 --> 00:18:14,552
I'll fight it, Skull,
277
00:18:14,636 --> 00:18:17,222
as long as there's a trace
of strength left in me.
278
00:18:17,305 --> 00:18:20,517
I suggest you save your strength, Captain.
279
00:18:20,600 --> 00:18:24,187
I do not wish to inhabit a tired body.
280
00:18:24,270 --> 00:18:27,190
[laughing]
281
00:18:27,273 --> 00:18:30,694
[straining]
282
00:18:30,777 --> 00:18:33,446
Please, master! This is wrong.
283
00:18:33,530 --> 00:18:35,532
This isn't what I intended. I...
284
00:18:35,615 --> 00:18:37,117
You?
285
00:18:37,200 --> 00:18:39,035
You are nothing.
286
00:18:39,119 --> 00:18:42,872
You are an ugly, whining weakling.
287
00:18:43,248 --> 00:18:45,208
Increase the power!
288
00:18:45,291 --> 00:18:47,335
In just another few more moments,
289
00:18:47,419 --> 00:18:51,798
the transfer of my mind into
Captain America's body will be completed.
290
00:18:51,881 --> 00:18:54,384
This is what I've dreamed of.
291
00:18:54,467 --> 00:18:55,677
Now do it!
292
00:18:55,760 --> 00:18:57,387
Yes.
293
00:18:57,470 --> 00:18:59,681
As you command, Herr Skull.
294
00:19:07,647 --> 00:19:10,066
Hey, Cap! Think fast.
295
00:19:16,781 --> 00:19:19,826
Niemann, you blundering fool!
296
00:19:24,497 --> 00:19:26,541
The crawling creep!
297
00:19:28,126 --> 00:19:31,046
The time has finally come, Dr. Niemann,
298
00:19:31,129 --> 00:19:34,007
to employ the last of your deadly devices.
299
00:19:36,509 --> 00:19:37,385
No!
300
00:19:37,469 --> 00:19:39,220
[laughing]
301
00:19:39,304 --> 00:19:41,097
Move, youngster, double time.
302
00:19:45,101 --> 00:19:48,772
You cannot outrun me, insect!
303
00:19:49,147 --> 00:19:51,232
Can't blame a guy for trying, Skullsy.
304
00:19:53,193 --> 00:19:57,781
So, we are back again,
just the two of us.
305
00:20:00,450 --> 00:20:02,911
What am I, chicken liver?
306
00:20:06,915 --> 00:20:10,418
Just joking. If you guys want to be alone,
it's okay with me.
307
00:20:14,714 --> 00:20:17,676
I beat you before, and I'll do it again.
308
00:20:18,718 --> 00:20:19,719
No...
309
00:20:20,178 --> 00:20:22,263
You swine!
310
00:20:22,347 --> 00:20:24,683
[grunting]
311
00:20:30,939 --> 00:20:32,982
Have a seat
in the barber's chair, bonehead.
312
00:20:34,859 --> 00:20:37,987
But tell him not to take
too much off the top.
313
00:20:41,658 --> 00:20:43,868
Thanks, Spider-Man.
314
00:20:43,952 --> 00:20:46,663
Guess we can still get home in time
to watch the late late show.
315
00:20:49,749 --> 00:20:52,794
[moaning]
316
00:20:52,877 --> 00:20:54,379
No...
317
00:20:55,797 --> 00:21:00,301
Our battle is not near over.
318
00:21:00,385 --> 00:21:03,680
I, I, I beg to disagree, master.
319
00:21:04,973 --> 00:21:10,020
[screaming]
320
00:21:10,937 --> 00:21:12,105
Too late, Cap.
321
00:21:12,188 --> 00:21:14,899
With no body to receive
the Skull's mind,
322
00:21:14,983 --> 00:21:17,193
that mind vanished into the air.
323
00:21:17,277 --> 00:21:19,696
Now it's a harmless,
disembodied spirit.
324
00:21:19,779 --> 00:21:23,700
That's the only decent act
I've ever done.
325
00:21:23,783 --> 00:21:26,161
The Red Skull will not rise again.
326
00:21:26,244 --> 00:21:31,750
He should not have called me ugly
and all those other names.
327
00:21:36,880 --> 00:21:39,507
You proved to me
you're A-okay, Spider-Man,
328
00:21:39,591 --> 00:21:41,926
- and a real American.
- Thank, Cap.
329
00:21:42,010 --> 00:21:45,347
In fact, I may just suggest
to a certain newspaper publisher
330
00:21:45,430 --> 00:21:46,723
a Spider-Man Day.
331
00:21:46,806 --> 00:21:48,224
Yeah? No fooling?
332
00:21:48,308 --> 00:21:50,643
Hey, I think I'd like that.
In fact, we could...
333
00:21:50,727 --> 00:21:52,437
Uh, on second thought,
334
00:21:52,520 --> 00:21:55,815
I'd probably have
to shake hands with Jameson.
335
00:21:55,899 --> 00:21:57,567
It just wouldn't be worth it.
336
00:22:04,908 --> 00:22:07,077
Keep 'em flying, Cap!
337
00:22:15,085 --> 00:22:16,711
[closing theme music]
24276
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