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Previously on Spider-Man.

The pyramid of the Toltecs.

According to legend, the Tablet of Time once held the secret of eternal life.

- This is business. - Crime has taken over your entire life.

I must have the tablet for my collection.

The Mega-Slayer.

We're being followed.

This is your stop, Mrs Kingpin.

Get Connors.

Curt!

I must have that tablet. Connors too.

We'll lay a trap at ESU.

Dr. Connors, I presume?

- Let go, or we'll suffocate. - I don't breathe.

You see webhead, I don't need to breathe anymore.

Too bad for you, dude.

Go on.

Uh-oh.

I almost forgot what I came for.

Sorry I can't finish this, but here's a going away present.

- Hello? - It's me, Tombstone.

I got Connors.

Perfect. Nobody suspects I was involved?

You alibi's airtight. Kick back and enjoy your date.

I will if he ever shows up.

I'm choking and I can't see.

But wait. I know this place.

I shouldn't need to see.

Amazing how a little fresh air can make me feel so much stronger.

No sign of Tombstone anywhere.

For a walking Mount Rushmore, he's fast.

Oh no! The Coffee Bean.

I'm supposed to meet Alisa Silver there for dinner.

I lost Mary Jane because of my web slinging.

I can't let it ruin another relationship.

Hammerhead? What's he doing here?

Freeze! All of you!

Get the girl.

No! Stop! Let me go.

Yo, chrome-dome. The lady didn't finish her latte.

Great! Now I'm going to be turned into a life-size Spidey statue,

minus the life.

From Spider-Man to speed bump. In ten seconds.

I need an anchor! Anchor's away.

What the heck is going on?

First, Doc Connors is kidnapped, now Alisa Silver.

Who's next? Aunt May?

Better get home and change into my spare costume.

Before I turned into Tombstone junior.

He's got her. Silvermane's got my wife!

Perhaps I can use the Mega-Slayer to rescue her.

No! You and your robots have bungled too many jobs of late.

Hammerhead says he has a plan that will ensure her safe return.

- You trust him over me? - I trust myself.

I am giving Hammerhead this one chance.

If he fails, I will have him.

Perish the thought.

Hammerhead, who is this girl?

Let me to introduce Alisa Silver,

better known as Alisa Silvermane.

- His daughter? - I told you I had a plan.

My father won't be pleased when he finds out what you've done.

Good! Now Silvermane will know what it feels like

to have the life of a loved one hanging in the balance.

It's incredible!

You've built an exact duplicate of the top of the Toltec pyramid.

Yeah, right here in the Big Apple.

Now check this out.

A crude solar powered grid.

This'll amplify the power of the Tablet of Time.

- Precisely, Doctor. - Who are you?

I'm an old man who wants you

to harness the life-giving force of the tablet to make me young.

You don't know what you're dealing with. I can't.

You can, Doctor, and you will.

You won't be seeing your wife and son again until you do.

Boss, Hammerhead's doublecrossed us.

Hammerhead? What are you talking about?

He kidnapped Alisa from ESU.

He's taken my daughter? I'll... urgh hooo.....

- You okay? - The Kingpin! He's behind this.

Let me go size him up for one of my coffin.

No! If Kingpin touches a hair on Alisa's head,

he'll suffer pain worse than anything I'm feeling.

Alisa. Doc Connors. Their lives are on the line.

Easy, Parker. You won't get anywhere

unless you concentrate on the task at hand.

If my new adhesive holds on Aunt May's non-stick frying pan,

it might hold on the slick armor of the Mega-Slayer.

Okay, Smythe. Now I'm ready for our little date.

Why can't I be meeting Meg Ryan up here instead of that hunk of tin.

Or at least Fay Wray.

You were supposed to bring Dr. Connors. Where is he?

You know everything, smart guy. Didn't you know he was kidnapped?

You're lying. And I'm tired of your insolence.

I want Connors now!

Great. Now I've made him mad.

If Smythe doesn't have the Doc, who does?

Fisk, I have your wife. You have my daughter.

Let's set up a meeting.

Smythe! Listen. I don't have Connors.

Smythe, I have reached an agreement with Silvermane.

There's going to be a trade.

I don't get it. Why is he leaving in such a big hurry?

Yes! My new adhesive works.

Run away as fast as you want, Smythe.

I'm still gonna be right on your big fat mechanical tail.

I wonder how much Smythe pays to park that thing here in the city.

Margaret Connors. And Alisa.

Why did Smythe take her?

She's just a lab assistant.

Must have been some kind of mistake.

Let's make this simple and painless.

Fine. We send them all at the same time.

Check out the tablet, Professor.

I want the real deal.

Smythe, order your robot now!

It's a double-cross, just like I figured.

- Do something. - The robot's power cells are damaged.

I can activate the reserves, if you let go of me.

Don't hit the old man's daughter.

Please, help me!

Doc!

"Good night, sweet prince."

"And flights of angels sing thee to thy rest."

Only problem here is, I don't know who to root for.

No!

Don't bother with Spider-Man. Get my wife!

Come on.

Okay, boys. Let's nail 'em.

About time I broke Kingpin's new toy.

- Alisa. - Help. Help!

No! You might hurt the girl.

Now I'm really confused.

What can Hammerhead want with Alisa?

Curt, we don't have time.

Please, Margaret, I need this.

That's mine! And so are you.

Let me go.

We're losing power.

Hey, brick brain!

- Are you alright? - I'm fine, but you've got a problem.

Are you sure you do not know where they were holding you, my dear?

No! I told you I was blind folded.

Now please, get me home.

Of course. Take her back.

And, if anything happens to her this time,

you pay with your lives.

I am never going to go through a nightmare like that again. Ever!

You botched another important operation, Smythe.

- We also lost the girl and the tablet. - What?

Spider-Man got the jump on me.

Then the girl blasted that webhead and took off with him in the chopper!

You incompetent fools! I'll have...

Hello, what's this?

It's one of Spider-Man's tracking devices stuck to the Mega-Slayer.

Perhaps I can reverse the homing signal and use it to find him.

And the tablet. And Connors as well.

Really? Then do it.

Who would have thought that Spider-Man would ever prove useful to me?

No! Unmasking Spider-Man is a privilege reserved for my father.

A lucky break for you, Spider-Man.

Silvermane? The crime boss?

I've read about him in the Bugle's files.

He's Alisa's father? I liked her.

You've fallen heads over heels into this one, Parker.

It works! You've done it!

Yes. But the exact solar power factor is still in question.

You're stalling. I think you know what you're doing.

Go tell my father we're ready.

Connors is finish. It's time.

Yes, time.

That's what this is all about.

Time.

Time to rebuild my empire

and destroy the Kingpin's.

That's Silvermane?

He's the old man I rescued from Doc Oct.

If I'd known who he was,

I would have handed him over with a ribbon and bow attached.

Now comes the time for rejuvenation.

Put that tablet in place, Doctor.

He's out of his mind.

That thing can turn his DNA into linguine.

Please Alisa, don't let him do this. It's too dangerous.

Doctor, this is the greatest gift I can give my father.

And nobody's going to stop me.

Lock him in the lab.

No, you can't. It's, it's not ready.

You cannot do this. You mustn't.

Tombstone!

The sun's coming into position.

Open the ceiling!

The Mega-Slayer. Nice distraction.

I wish I could take advantage of it.

Destroy the robot.

Your persistence will be rewarded, Spider-Man.

After my transformation,

you will have the honor of being the first person I destroy.

The robot's badly damaged.

What are you doing?

Rerouting remaining battery power to the downlink.

At least we can watch what going on.

Hammerhead, get over there and bring me that tablet.

The power of the Toltecs.

Give me the wisdom of your wisest shamans,

the strength of your strongest warriors,

and the invulnerability that will carry me

into the next millennium.

Let me out. You don't know what you're doing.

No. No! Nooo......!

Father?

Yes, Alisa. It is me.

The way I was before you were born.

Strong, fearless.

Powerful enough to strike fear into the hearts of my enemies.

Enemies like Spider-Man.

Now, I want to see who's behind the mask.

Doc! No, not again.

Are you another one of the Kingpin's ?

Come on, is that the best you can do?

- Are you alright? - Better than alright.

I feel wonderful... urgh, argh...!

What, what's happening to you?

Dr. Connors, where are you?

I think I can reactivate the weapon systems.

Smythe, look.

No. No! I don't want to be like this.

Make it stop. Please. Somebody help me!

Incredible. He wanted his youth back. He got it.

Father! Father...!

I should have finished you off before.

They just don't make Mega-Slayers like they used to.

Tombstone! Open the skylight all the way.

But the whole place will go up.

Exactly. We'll annihilate them all for what they've done to my father.

Help! Help!

Help!

Spider-Man! Where's Curt?

I think I can guess.

Don't you understand? We barely escaped.

Yes, but Silvermane is no longer a threat.

There'll be another threat. And then another.

As long as you cling to your precious power.

I've made up my mind. I'm leaving you.

But Vanessa, I love you.

I used to believed that. Now I see clearly.

All you really love is being the Kingpin.

The Kingpin of crime.

You sent for me boss?

Thank you for obtaining the tablet for me.

Hey, no problem. It was my...

Now dispose of it.

- What? But... - I said get rid of it.

The sight of it sickens me.

Hah. What happened?

Silvermane should have listened to you.

He kept getting younger, until he turned into a baby.

Curt, I'm so thankful.

The tablet's healing energy seems to have transformed you back.

And the tablet itself?

Gone. Probably destroyed in the explosion at Silvermane's place.

If only we could have saved it.

The tablet might have cured you too.

If only.

Got yourself a real bargain there. A real bargain.