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1
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[theme music playing]
2
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[narrator] Spider-Man.
3
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[inaudible]
4
00:00:19,853 --> 00:00:20,853
[thunder rumbling]
5
00:00:30,905 --> 00:00:31,990
[meows]
6
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[clacking]
7
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[inaudible]
8
00:00:51,760 --> 00:00:52,802
[roars]
9
00:00:57,807 --> 00:00:59,476
[narrator] Spider-Man.
10
00:01:19,204 --> 00:01:20,455
Wonder what's in the box.
11
00:01:20,538 --> 00:01:22,016
[Betty] And what's behind that curtain?
12
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Whatever it is,
it better be worth missing lunch.
13
00:01:24,501 --> 00:01:25,877
Dr. Norton could have waited
14
00:01:25,960 --> 00:01:27,420
till the convention this afternoon.
15
00:01:27,879 --> 00:01:30,090
Maybe he doesn't want anyone
else stealing his thunder.
16
00:01:30,173 --> 00:01:33,009
Parker, take some pictures!
What am I paying you for?
17
00:01:33,093 --> 00:01:34,761
Pay? You mean I get paid?
18
00:01:34,844 --> 00:01:36,888
Not necessarily.
19
00:01:36,971 --> 00:01:37,971
Gotcha!
20
00:01:45,647 --> 00:01:48,149
- [Dr. Norton] Joshua!
- Oh!
21
00:01:48,233 --> 00:01:49,567
Dr. Norton.
22
00:01:49,651 --> 00:01:52,737
How many times must I tell you
to stay out of the lab?
23
00:01:52,821 --> 00:01:54,155
B... But, Doctor Norton...
24
00:01:54,239 --> 00:01:56,825
Not now! The press is waiting.
25
00:01:57,325 --> 00:01:59,786
Ah, big shots.
26
00:01:59,994 --> 00:02:03,456
They'll soon see
who the real genius is.
27
00:02:05,250 --> 00:02:07,919
I have invited the press here
for an advance look
28
00:02:08,003 --> 00:02:10,380
at what may be one
of the greatest inventions
29
00:02:10,463 --> 00:02:11,463
of the century!
30
00:02:17,846 --> 00:02:20,515
The world's first Diminishing Ray!
31
00:02:20,598 --> 00:02:22,183
This I've got to see!
32
00:02:24,060 --> 00:02:25,270
All right, Smedley.
33
00:02:26,855 --> 00:02:28,732
[roaring]
34
00:02:31,693 --> 00:02:33,570
This adjustment's tricky.
35
00:02:33,653 --> 00:02:35,155
Don't want to make him too small.
36
00:02:35,238 --> 00:02:38,658
The press may now take
the "before" pictures.
37
00:02:38,742 --> 00:02:41,953
- As in "before and after."
- [lion roars]
38
00:02:43,621 --> 00:02:45,290
[shutters clicking]
39
00:02:45,373 --> 00:02:46,833
[lion roaring]
40
00:02:50,295 --> 00:02:51,963
What's the matter? Run out of film?
41
00:02:52,047 --> 00:02:54,215
We're confining
that poor animal, Mr. Jameson.
42
00:02:54,299 --> 00:02:55,299
Look at it.
43
00:02:58,803 --> 00:03:01,264
Don't worry. That cage is plenty strong.
44
00:03:01,348 --> 00:03:03,600
All right, that's enough. Save your film
45
00:03:03,683 --> 00:03:05,101
for the "after" shot.
46
00:03:05,185 --> 00:03:06,269
Release him.
47
00:03:10,648 --> 00:03:12,317
[screaming]
48
00:03:15,153 --> 00:03:16,321
It's coming out!
49
00:03:16,404 --> 00:03:17,489
Get behind me!
50
00:03:32,379 --> 00:03:34,339
[audience applauds]
51
00:03:39,552 --> 00:03:41,054
[Jameson] Congratulations, Norton.
52
00:03:41,179 --> 00:03:43,056
[Betty] That's more than incredible.
53
00:03:43,139 --> 00:03:44,766
This is really happening.
54
00:03:45,016 --> 00:03:47,811
Parker? Get those pictures
to the Bugle right away.
55
00:03:47,894 --> 00:03:50,563
A couple more, just in case,
Mr. Jameson.
56
00:03:50,647 --> 00:03:53,650
Don't want to lose our tiny pet.
57
00:03:54,359 --> 00:03:55,402
[meows]
58
00:03:55,485 --> 00:03:58,405
[purring, meows]
59
00:03:58,488 --> 00:03:59,531
This afternoon,
60
00:03:59,614 --> 00:04:01,741
at the International
Inventor's Convention,
61
00:04:01,866 --> 00:04:03,785
I will complete my demonstration
62
00:04:03,910 --> 00:04:06,746
by restoring this lion to his normal size.
63
00:04:07,205 --> 00:04:10,000
[man] The demonstration is over!
64
00:04:10,125 --> 00:04:11,209
Now!
65
00:04:13,378 --> 00:04:16,131
- Joshua!
- Jeer, cheer.
66
00:04:16,214 --> 00:04:18,466
The Gadgeteer is here!
67
00:04:18,550 --> 00:04:21,845
"Jeer, cheer, the Gadgeteer is here?"
68
00:04:21,928 --> 00:04:24,139
The inventor's inventor!
69
00:04:24,222 --> 00:04:26,683
The scientist's scientist!
70
00:04:26,766 --> 00:04:28,184
The weirdo's weirdo.
71
00:04:28,268 --> 00:04:31,021
Uh, he's, uh, just our janitor.
72
00:04:31,104 --> 00:04:32,522
Don't touch that, you bumpkin!
73
00:04:32,605 --> 00:04:36,860
Thank you, Dr. Norton, for your invention.
74
00:04:36,943 --> 00:04:40,030
You can't get away with that!
Call the guards!
75
00:04:43,199 --> 00:04:46,995
You're powerless
before the Gadgeteer!
76
00:04:54,210 --> 00:04:55,795
Where's Peter?
77
00:04:55,879 --> 00:04:58,965
If I know Parker,
he was the first one out!
78
00:05:03,386 --> 00:05:07,015
[cackling]
79
00:05:07,265 --> 00:05:09,726
You're fired, Joshua!
80
00:05:11,895 --> 00:05:14,481
You have just begun to experience
81
00:05:14,564 --> 00:05:18,360
the expertise
and extraordinary inventiveness
82
00:05:18,443 --> 00:05:20,487
of The Gadgeteer!
83
00:05:20,779 --> 00:05:22,405
What do you do for a finish?
84
00:05:22,489 --> 00:05:24,741
You wall-crawling wimp!
85
00:05:24,824 --> 00:05:27,452
Hate to bring
such a diabolical career to an end,
86
00:05:27,535 --> 00:05:30,246
but you know how it is
with diabolical careers.
87
00:05:33,041 --> 00:05:36,169
A little slow today, web head?
88
00:05:36,252 --> 00:05:39,839
Well, it's time I cut you down to size.
89
00:05:46,221 --> 00:05:48,640
Oof! Oh, no!
90
00:05:48,723 --> 00:05:50,225
I don't believe this.
91
00:05:50,308 --> 00:05:52,852
[maniacal laughing]
92
00:05:52,936 --> 00:05:55,647
So long, Spider-Shrimp!
93
00:05:56,815 --> 00:05:58,400
[loud beeping]
94
00:06:08,326 --> 00:06:09,411
He's gone!
95
00:06:09,494 --> 00:06:12,163
And so's my Diminishing Ray.
96
00:06:12,497 --> 00:06:13,873
I'm getting the police!
97
00:06:14,165 --> 00:06:16,376
What a story! Come on.
98
00:06:16,418 --> 00:06:18,378
Parker better have those pictures.
99
00:06:30,348 --> 00:06:33,226
This is weird. Even for me.
100
00:06:34,394 --> 00:06:35,770
What am I gonna do now?
101
00:06:44,070 --> 00:06:46,031
Two inches tall?
102
00:06:51,286 --> 00:06:53,038
You look like Jaws!
103
00:06:55,790 --> 00:06:57,459
What if it never wears off?
104
00:06:57,584 --> 00:06:59,252
The only jobs I could ever get
105
00:06:59,336 --> 00:07:00,670
would be on wedding cakes!
106
00:07:00,754 --> 00:07:03,256
If anybody ever tells me
it's a small world,
107
00:07:03,340 --> 00:07:05,008
have I got news for them!
108
00:07:05,091 --> 00:07:07,844
Got to turn this ray around somehow.
109
00:07:08,720 --> 00:07:10,889
And call Aunt May, so she won't worry.
110
00:07:10,972 --> 00:07:12,515
[loud meowing]
111
00:07:13,975 --> 00:07:17,062
Oh, wow! It's a King Kong kitty!
112
00:07:21,524 --> 00:07:23,943
- [thumping]
- Back. Back!
113
00:07:25,111 --> 00:07:26,821
It worked.
114
00:07:30,200 --> 00:07:32,577
Look. I don't want to hurt you,
115
00:07:32,660 --> 00:07:34,580
but I don't want to be
a kitty-cat snack, either.
116
00:07:37,874 --> 00:07:40,752
- [yowling]
- Hey! Who's hurting who?
117
00:08:01,898 --> 00:08:05,068
In merry-go-rounds,
I'm not behind the brass ring!
118
00:08:12,659 --> 00:08:15,245
Cat munchies.
That's what he wants.
119
00:08:17,330 --> 00:08:20,250
Hang on, kitty! Din-din's coming!
120
00:08:26,214 --> 00:08:27,924
[grunting]
121
00:08:34,681 --> 00:08:37,308
Go, kitty! Pig out!
122
00:08:49,571 --> 00:08:51,072
One thing about being small
123
00:08:51,156 --> 00:08:53,825
- nobody bothers you...
- [footsteps]
124
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much.
125
00:09:09,466 --> 00:09:11,801
Oh, yeah. Gotta call Aunt May.
126
00:09:12,427 --> 00:09:13,887
I need a dime.
127
00:09:13,970 --> 00:09:15,722
Sure, the subway grating.
128
00:09:17,390 --> 00:09:18,600
Aha!
129
00:09:22,604 --> 00:09:25,523
[grunts] I've heard
of inflated money before,
130
00:09:25,607 --> 00:09:27,942
but this is ridiculous!
131
00:09:48,380 --> 00:09:49,839
[bells ring]
132
00:09:49,923 --> 00:09:51,675
Oww!
133
00:09:51,758 --> 00:09:53,677
The bells of St. Mary's!
134
00:09:55,762 --> 00:09:57,472
This is my big number!
135
00:10:06,481 --> 00:10:08,066
[phone rings]
136
00:10:09,484 --> 00:10:10,402
Hello?
137
00:10:10,485 --> 00:10:11,736
Hello?
138
00:10:11,820 --> 00:10:14,614
Whoa, Aunt May,
what a big voice you have.
139
00:10:14,698 --> 00:10:16,658
Aunt May, this is Peter!
140
00:10:16,741 --> 00:10:19,411
Hello? Is anyone there?
141
00:10:19,494 --> 00:10:21,871
[shouting]
Aunt May, it's me! Peter!
142
00:10:21,955 --> 00:10:24,541
[sighs] Must be a bad connection.
143
00:10:24,624 --> 00:10:28,670
- She can't hear me.
- Is anyone there?
144
00:10:28,753 --> 00:10:32,382
- Is this a prank?
- I know, I need a megaphone.
145
00:10:41,975 --> 00:10:44,352
Aunt May! It's me!
146
00:10:44,436 --> 00:10:46,438
Oh, these kids today!
147
00:10:46,521 --> 00:10:48,440
Aunt May, it's me! Don't hang up!
148
00:10:58,700 --> 00:11:01,661
No-good vandals!
Leave the phone off the hook.
149
00:11:01,745 --> 00:11:03,121
Tear the phone book!
150
00:11:11,338 --> 00:11:13,923
Good. Betty left a piece of paper
151
00:11:14,007 --> 00:11:15,007
and a typewriter.
152
00:11:32,734 --> 00:11:35,236
"Betty, tell Aunt May
I'm staying overnight
153
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with a friend. Peter."
154
00:11:38,031 --> 00:11:39,449
Now where did he go?
155
00:11:40,408 --> 00:11:43,745
[man] I demand to see Jameson!
156
00:11:43,870 --> 00:11:44,954
- Whoops!
- Whoop!
157
00:11:45,038 --> 00:11:46,790
Uh, over there. B... But...
158
00:11:46,873 --> 00:11:50,335
Jameson, what are you
trying to do? Ruin me?
159
00:11:50,418 --> 00:11:53,421
- Huh?
- You won't let me advertise my products
160
00:11:53,505 --> 00:11:54,964
in your silly newspaper.
161
00:11:55,048 --> 00:11:57,300
How can I sell them?
162
00:11:59,636 --> 00:12:02,222
This paper will not
have anything to do
163
00:12:02,305 --> 00:12:05,684
with promoting web-headed,
wall-crawling toys!
164
00:12:05,767 --> 00:12:08,353
These are not toys!
165
00:12:08,687 --> 00:12:11,981
They represent the latest
in space-age technology.
166
00:12:12,065 --> 00:12:13,358
Watch.
167
00:12:17,112 --> 00:12:18,697
That's too much!
168
00:12:18,780 --> 00:12:21,783
They can do anything
Spider-Man can do.
169
00:12:21,866 --> 00:12:24,911
Watch. Exactly like Spider-Man.
170
00:12:24,994 --> 00:12:28,039
Uh-huh. And that's exactly
what I don't like about it.
171
00:12:32,085 --> 00:12:36,464
- Hey!
- Uh, uh, it's not supposed to do that.
172
00:12:36,548 --> 00:12:38,508
Ugh, now it's out!
173
00:12:38,591 --> 00:12:41,845
And so are you out. Out, out, out!
174
00:12:41,928 --> 00:12:44,764
You're going to hear from my lawyers!
175
00:12:44,848 --> 00:12:47,559
Out. Out of my office. Now!
176
00:12:47,684 --> 00:12:48,810
Smoke.
177
00:12:55,358 --> 00:12:57,902
The alarm. Why didn't it go off?
178
00:13:04,743 --> 00:13:07,579
There's got to be
an override switch.
179
00:13:07,662 --> 00:13:08,663
Here it is!
180
00:13:10,206 --> 00:13:13,084
- [loud beep]
- It's vibrating too hard!
181
00:13:13,168 --> 00:13:14,544
Can't hold on!
182
00:13:24,929 --> 00:13:27,098
The smoke... [coughing]
183
00:13:27,182 --> 00:13:28,350
I can't see!
184
00:13:33,897 --> 00:13:36,191
[alarm beeping]
185
00:13:38,360 --> 00:13:41,279
No, Mr. Jameson. Not that way.
You might burn yourself.
186
00:13:47,243 --> 00:13:48,243
Good.
187
00:13:48,495 --> 00:13:51,414
Good thing I had those
smoke detectors installed.
188
00:14:05,345 --> 00:14:08,473
"Futuristic Micro-Chip
Computer to Be Unveiled
189
00:14:08,556 --> 00:14:10,767
at the International
Inventors' Convention"?
190
00:14:10,850 --> 00:14:14,312
Now that's something Gadgeteer
just won't pass up.
191
00:14:21,194 --> 00:14:23,446
Web swinging is hard work for a tiny tot.
192
00:14:23,530 --> 00:14:25,657
What I need is a little help.
193
00:14:26,074 --> 00:14:28,284
And the wind is blowing just right.
194
00:14:34,874 --> 00:14:37,085
Hey! Come back!
195
00:14:44,843 --> 00:14:46,511
Lots of great gadgets in there.
196
00:14:46,594 --> 00:14:47,929
Cream of the crop.
197
00:14:55,729 --> 00:14:59,983
Ha! Sour cream, more like it.
198
00:15:00,316 --> 00:15:02,277
I'm better than any of them.
199
00:15:02,527 --> 00:15:06,781
When they look at me,
all they see is a janitor.
200
00:15:06,865 --> 00:15:10,243
Well, look again, dopes!
201
00:15:10,326 --> 00:15:13,913
It's me, the penniless Gadgeteer!
202
00:15:24,966 --> 00:15:27,510
[Spider-Man] The only way to fly!
203
00:15:27,594 --> 00:15:30,096
Whoops! There's the convention below.
204
00:15:33,641 --> 00:15:36,311
A little less in you, and what goes up
205
00:15:36,603 --> 00:15:38,813
must come down...
206
00:15:38,897 --> 00:15:40,774
Only not so fast!
207
00:15:51,951 --> 00:15:55,121
Gadgeteer's got to be gimmicking
around here some place.
208
00:16:07,509 --> 00:16:10,804
With my brain
and this micro-computer,
209
00:16:10,887 --> 00:16:13,973
I'll create gadgets that will make me
210
00:16:14,057 --> 00:16:15,392
king of the world!
211
00:16:34,869 --> 00:16:38,039
Hmm. We've got
to stop meeting like this.
212
00:16:38,123 --> 00:16:42,293
Uh-oh. My Spidey sense is tingling!
213
00:16:43,003 --> 00:16:45,880
There's something going on
in that computer.
214
00:16:51,845 --> 00:16:53,972
Pretty aggressive mice around here.
215
00:16:54,097 --> 00:16:57,434
Two more wires, and you're mine!
216
00:16:57,517 --> 00:16:59,352
But we're not even engaged.
217
00:16:59,436 --> 00:17:00,812
You again!
218
00:17:00,937 --> 00:17:03,773
Just can't keep your friendly
neighborhood Spider-Man down.
219
00:17:16,411 --> 00:17:19,289
Try this, web head!
220
00:17:22,709 --> 00:17:24,961
That ought to warm you up!
221
00:17:25,045 --> 00:17:27,088
I'd better find a fuse box.
222
00:17:29,758 --> 00:17:31,718
Oh, they want traction?
223
00:17:31,801 --> 00:17:33,595
The plug comes out,
224
00:17:33,803 --> 00:17:36,306
and the lights go out!
225
00:17:36,431 --> 00:17:40,060
And now to put the lights
out on the Gadgeteer.
226
00:17:42,771 --> 00:17:44,731
The opening can't be getting bigger.
227
00:17:44,856 --> 00:17:47,984
It's me. I'm... I'm getting smaller.
228
00:18:00,580 --> 00:18:03,249
Yeah! Down half an inch.
229
00:18:03,583 --> 00:18:05,669
If I can't find the ray and reverse it,
230
00:18:05,752 --> 00:18:08,338
Spider-Man will be Spider-molecule!
231
00:18:12,258 --> 00:18:17,055
Just a little thing I picked up
at the convention, web brain!
232
00:18:21,518 --> 00:18:23,895
This is no toy.
233
00:18:24,312 --> 00:18:25,814
You're finished!
234
00:18:25,939 --> 00:18:28,858
Seems to me
I've heard those words before.
235
00:18:31,361 --> 00:18:34,239
Victory in numbers, they always say.
236
00:18:38,493 --> 00:18:40,412
[whispering] Shh!
Don't anybody say a word.
237
00:18:40,537 --> 00:18:45,083
Hmm. Which is the real web head?
238
00:18:48,003 --> 00:18:51,131
I'm all around you, web slinger!
239
00:19:00,140 --> 00:19:03,476
You're not fooling me this time!
240
00:19:11,484 --> 00:19:12,569
[grunts]
241
00:19:12,652 --> 00:19:15,238
Oop, and I toy around with him.
242
00:19:15,321 --> 00:19:17,991
Yoo-hoo! Over here!
243
00:19:18,074 --> 00:19:21,828
The fool! His ego will be his downfall.
244
00:19:25,457 --> 00:19:26,750
All together now!
245
00:19:31,963 --> 00:19:35,133
Those webs! I can't see!
246
00:19:35,425 --> 00:19:37,093
I'm losing power!
247
00:19:37,218 --> 00:19:38,511
[whistling]
248
00:19:49,314 --> 00:19:50,899
Thanks, fellas, I owe you one.
249
00:19:57,906 --> 00:19:59,115
What do you know?
250
00:20:01,576 --> 00:20:02,911
A rat hole.
251
00:20:03,244 --> 00:20:05,705
The perfect hiding place for Gadgeteer.
252
00:20:07,582 --> 00:20:08,582
Hey!
253
00:20:11,628 --> 00:20:14,631
Whew! Lucky I landed on something soft.
254
00:20:14,923 --> 00:20:16,174
This looks familiar.
255
00:20:16,675 --> 00:20:17,801
Too familiar!
256
00:20:17,884 --> 00:20:19,636
It's a spider web.
257
00:20:19,761 --> 00:20:21,971
And the lady of the house is at home.
258
00:20:22,055 --> 00:20:23,390
A black widow!
259
00:20:23,723 --> 00:20:25,725
I hope she realizes I'm not a relative.
260
00:20:25,809 --> 00:20:28,395
Black widows have a nasty habit
of eating their husbands.
261
00:20:29,479 --> 00:20:32,232
Uh, nice lady!
262
00:20:32,524 --> 00:20:35,318
Go away. Please?
263
00:20:35,568 --> 00:20:37,320
Oh, I'm stuck!
264
00:20:40,073 --> 00:20:43,201
My only chance...
265
00:20:43,284 --> 00:20:47,497
[grunting] A spider web slingshot!
266
00:20:51,584 --> 00:20:52,877
[groaning]
267
00:20:58,800 --> 00:21:01,469
She was putting on
too much weight anyway.
268
00:21:01,720 --> 00:21:03,304
Now for Gadgeteer.
269
00:21:12,272 --> 00:21:15,400
I'll get back to normal size,
270
00:21:15,608 --> 00:21:19,404
and then, Spider-Man, watch out!
271
00:21:22,198 --> 00:21:25,160
It's my turn in the spotlight, mister!
272
00:21:25,243 --> 00:21:26,243
No!
273
00:21:35,920 --> 00:21:38,965
Little man, you've had a busy day.
274
00:21:44,888 --> 00:21:46,765
I think this belongs to you.
275
00:21:46,848 --> 00:21:48,600
The Miniaturizing Ray.
276
00:21:48,767 --> 00:21:50,018
Thank goodness, but...
277
00:21:50,101 --> 00:21:51,770
What about the man who stole it?
278
00:21:51,853 --> 00:21:54,356
Joshua, the Gadgeteer?
279
00:21:56,941 --> 00:21:58,109
But...
280
00:21:58,193 --> 00:21:59,652
But why did you do it, Joshua?
281
00:21:59,736 --> 00:22:00,736
Why?
282
00:22:01,321 --> 00:22:05,241
Mm, because you never listen to me.
283
00:22:05,450 --> 00:22:08,328
[wailing] You never listen to me!
284
00:22:08,453 --> 00:22:09,662
What did he say?
285
00:22:15,001 --> 00:22:16,670
[theme music playing]
18033
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