Original subtitles

[opening theme music playing]

[narrator] Spider-Man.

[inaudible speaking]

[meows]

[inaudible speaking]

[growls]

[narrator] Spider-Man.

Wow!

Spidey sure is something, isn't he?

Hey, look, it's him.

The real Spider-Man.

Hey, Spidey!

Hi.

Oh, no!

What dummy put a billboard on the Daily Bugle roof?

Hmm... I don't need three guesses to answer that.

No, sirree!

They don't make heroes like Captain America any more.

But, Mr. Jameson, I thought you hated masked crime fighters

more than spinach.

Get this, Parker!

Cap isn't a masked menace, like that Spider-Man weirdo.

He's a real American hero.

Maybe the greatest hero this nation has had

since Herbert Hoover.

How well I remember Cap back during World War II,

and how he almost won the war single-handedly.

Why, Jonah, you sound like Cap was a boyhood idol of yours.

He still is, Robbie.

All of you, let's go to the screening room.

The Legend of Captain America!

The world was being torn apart

by a great global war.

The United States needed a hero,

an invincible super soldier.

And that hero appeared, in a star-spangled costume.

His name...

Captain America!

His deadliest foe,

the monstrous Red Skull.

When, in 1945, the wars end,

there was a fateful explosion

which hurled Captain America's unconscious body into the sea.

There, he was frozen alive,

remaining in a state of suspended animation,

until many years later,

the ice finally melted,

and Captain America returned to renew his struggle

for justice and liberty.

Fantastic!

But, Mr. Jameson, we all know how great Captain America is.

Precisely, Ms. Brant,

which is why all of New York will turn out for the special day I conceived.

Captain America Day!

Captain America Day?

Why I can't think of anyone,

except maybe that weasel-y wall-crawler,

who wouldn't come out to honor Captain America.

Master?

You may enter, Dr. Niemann.

The machine is completed, Herr Skull,

but again, I must protest its use.

And for the last time, Doctor,

I warn you against protesting anything that concerns

the Red Skull!

Be grateful I allow someone

as weak and unsightly as yourself to live,

even if it is only to serve me by inventing ingenious gadgets.

Yes, Herr Skull.

Devices which I shall utilize, Dr. Niemann,

in my final and glorious defeat

of my accursed foe, Captain America.

And it will occur upon that day

when Captain America is to be honored.

Fitting, is it not?

Yes, Herr Skull.

- Shall I fetch your weapons, master? - Yes.

But first, comb your hair.

Your lack of grooming is intolerable.

What a day! Sure makes you proud to be an American.

Yes, sir.

Now get out there, Parker,

and take some great pictures of Cap and me together.

Right, but you better practise your smile, J.J.

Huh? Oh, right.

Mr. Jameson, publisher of the Daily Bugle?

Yes, but if you want an autograph, I'm...

I'm very busy right...

Funny, isn't it?

Captain America puts on a mask, does his thing,

and even old prune face Jameson loves him.

But when a guy like Spider-Man does the same thing,

people call him a menace.

Why, Peter, you sound like Spider-Man's press agent.

People of New York,

in this age of newly awakened patriotism,

it is my honor and privilege,

to officially open our first, but not last,

Captain America Day!

Uh-oh, according to my spider sense,

we've got trouble.

And now, here's the man we've all been waiting for.

The living legend of World War II,

the star-spangled defender,

Captain America!

[man] Yeah! Captain America!

[man 2] Way to go, Cap!

[man 3] Let's hear it!

What a guy!

Our hero!

Hey, Betty, I'm out of film. Got to find a camera shop fast.

But, Peter, I brought along lots of film.

Mr. Jameson, people of New York,

I appreciate, but really don't deserve,

this great honor.

For once, I agree, you sanctimonious, patriotic swine.

What? That voice. You're not Jameson.

But hardly.

- It's the Red Skull! - [people chattering]

Everyone, keep back.

I'll handle the Red Skull.

Indeed, this battle must be waged by just the two of us.

So, allow me...

- Look out! - To disperse this rabble.

- [man 4] Run! - [man 5] Get out of here!

And now, you star-spangled fool!

Any more surprises, mad man?

Now's my chance to show that Spidey's no piker

when it come to heroics.

An old weapon this time, Captain...

Gas.

[coughing]

Hey, what the blazes is going on here?

You'll have to do better than that, Skull.

Heads up, people, it's bargain day.

Two masked do-gooders for the price of...

Oof!

[coughing] Spider-Man...

Thank you, web-head.

Now, sleep while you can, Captain America.

Your nightmare is just beginning.

[groans]

Anybody get the number of that Sherman tank?

Uh-oh.

My spider tracer will track him.

You traitor!

Huh? Who, me?

It's your fault our great hero was captured by the Red Skull.

In fact, you and that skull-faced cretin are probably partners!

I used to think Mr. Jameson was wrong about you, Spider-Man.

But now...

Spider-Man let him get away!

- [men] Spider-Man's a traitor! - [woman clmoring]

Hmm, seems this isn't quite the time for an explanation, so...

You can run away from us, traitor,

but you can't run away from the truth!

Do you hear me, Spider-Man?

Read it in the Bugle!

How Spider-Man helped the Red Skull capture Captain America!

Read all about it!

And now we know that Spider-Man

isn't simply a masked criminal,

he's also a cowardly turncoat,

a sell-out and the worst traitor since Benedict Arnold!

Hey, where are you going with your Spider-Man collection?

Sitting around moping isn't doing any good.

I've got to find Cap.

It's a good thing I planted one of my handy dandy

spider tracers on his shield.

Look, there he is!

There's that miserable wall-crawler!

- Get him! - [people booing]

Go back where you came from, you creep!

At least old glory hasn't turned against me.

- [tearing] - [clears throat]

There he is!

And on top of everything else,

he's now ripped up the flag!

[people clamoring]

[grunts]

Uh, I'd like to stick around

and recite the Pledge of Allegiance or something,

but I have a hunch you wouldn't listen.

Stop him!

[people clamoring]

Your star ship

and your other inventions worked most admirably today, Dr. Niemann.

Pray that your latest creation works equally well tonight,

when I use it on my helpless captive.

Yes, Herr Skull.

And I wonder, Robbie, if maybe Mr. Jameson is right.

Maybe deep down inside,

Spider-Man was jealous of Captain America.

Maybe without realizing it, Spider-Man wanted Cap to be captured.

Well, I'm no psychologist, Peter,

but I know there's only one way for Spider-Man to clear himself.

Yeah, but how can Spidey rescue Cap when he can't even be seen in public?

Well, I'm sure he'll think of something.

Disguised as Cap, maybe I can get around and track my spider tracer.

Hmm, it's not the greatest fit,

but all of us crime-fighters can't afford designer's long johns.

Mmm, maybe in the dark, nobody will notice.

Okay, Cap,

for you and Uncle Sam, I'll take you, but, boy,

that costume is sure a lousy fit.

And I'll never forget when you gave that gung-ho

pep talk to the Joes in my fighter squadron, Cap.

[beeping]

Man, it seems like only yesterday...

My spider tracer.

Hold it! This is where I get off.

Hey, Cap, wait! You forget your parachute!

Before we put my plan of vengeance into its final phases, Captain,

allow me to treat you to this demonstration.

[growling]

[exhales] But see what occurs after Dr. Niemann

subjects those animals to his latest contraption.

All right, Dr. Niemann, you may begin.

[barking]

Niemann's scientific miracle is quite obvious, Captain America.

The dog and the cat have, to put it simply,

exchanged minds.

The cat's mind now inhabits the body of the dog,

and vice versa.

Imagine what the outcome will be

when the two of us are subjected

to this full-scale mind transfer machine!

No. You can't mean...

Oh, but I do, Captain.

Consider the possibilities.

Your mind

trapped inside the body of the Red Skull,

locked away in one of this castle's stinking dungeons,

while the mind of the Red Skull

inhabits the powerful body of everyone's favorite hero,

Captain America.

With your body and my brain,

there is nothing I cannot accomplish,

including the total domination of your beloved country.

[laughing]

This is it...

Unless a lot of people park their Skull ships

on the roofs of their castles.

[alarm sounding]

Herr Skull, one of the photoelectric cells has been interrupted.

We have an intruder.

Very well.

Activate your security devices. That's what they're for.

We have more urgent matters.

Wow, the Skull probably bought this place from Dracula,

or some werewolf.

So far, this has been a piece of... cake?

[gulps]

The price of cake just went up.

Let's see, how would the real Cap handle this?

So much for questions.

Just what I figured.

Any knight that heavy had to be a robot.

Yike!

Darn! One more year when I don't make the best-dressed list.

It's a walking cigarette lighter.

Tsk, tsk, LEGO playmate.

What would Smoky the Bear say?

Let's try that again, iron man,

Spider-Man style.

Now, where do I find skull-face?

[electronic static]

Sounds like it's coming from the other side.

No, the Skull couldn't be using

the old secret passage behind the bookcase gag, could he?

Well, I never said that Skull was original.

Evil, yes, but original, uh-uh.

Please, master,

I beg you not to use my machine for this.

I invented it to help mankind, not destroy it!

I'll fight it, Skull,

as long as there's a trace of strength left in me.

I suggest you save your strength, Captain.

I do not wish to inhabit a tired body.

[laughing]

[straining]

Please, master! This is wrong.

This isn't what I intended. I...

You?

You are nothing.

You are an ugly, whining weakling.

Increase the power!

In just another few more moments,

the transfer of my mind into Captain America's body will be completed.

This is what I've dreamed of.

Now do it!

Yes.

As you command, Herr Skull.

Hey, Cap! Think fast.

Niemann, you blundering fool!

The crawling creep!

The time has finally come, Dr. Niemann,

to employ the last of your deadly devices.

No!

[laughing]

Move, youngster, double time.

You cannot outrun me, insect!

Can't blame a guy for trying, Skullsy.

So, we are back again, just the two of us.

What am I, chicken liver?

Just joking. If you guys want to be alone, it's okay with me.

I beat you before, and I'll do it again.

No...

You swine!

[grunting]

Have a seat in the barber's chair, bonehead.

But tell him not to take too much off the top.

Thanks, Spider-Man.

Guess we can still get home in time to watch the late late show.

[moaning]

No...

Our battle is not near over.

I, I, I beg to disagree, master.

[screaming]

Too late, Cap.

With no body to receive the Skull's mind,

that mind vanished into the air.

Now it's a harmless, disembodied spirit.

That's the only decent act I've ever done.

The Red Skull will not rise again.

He should not have called me ugly and all those other names.

You proved to me you're A-okay, Spider-Man,

- and a real American. - Thank, Cap.

In fact, I may just suggest to a certain newspaper publisher

a Spider-Man Day.

Yeah? No fooling?

Hey, I think I'd like that. In fact, we could...

Uh, on second thought,

I'd probably have to shake hands with Jameson.

It just wouldn't be worth it.

Keep 'em flying, Cap!

[closing theme music]