1
00:00:04,561 --> 00:00:06,334
Sorry, web-head,
but this flight's booked.

2
00:00:06,334 --> 00:00:09,053
Nothing is going to stop us
from reaching Counter-Earth.

3
00:00:09,053 --> 00:00:10,865
[Spider-Man] John Jameson's
alone in his spaceship

4
00:00:10,865 --> 00:00:14,175
with two of the meanest psychos
this side of Vlad the Impaler.

5
00:00:14,175 --> 00:00:18,509
I am on Counter-Earth.
The situation is desperate.

6
00:00:18,509 --> 00:00:20,714
[Spider-Man] I guess it's time
for the world to get acquainted

7
00:00:20,714 --> 00:00:23,591
with the all-new,
all-improved Spider-Man,

8
00:00:23,591 --> 00:00:25,876
headed for Counter-Earth
to find John Jameson.

9
00:00:25,876 --> 00:00:27,807
I'm getting
the distinct impression

10
00:00:27,807 --> 00:00:29,856
that these beast people are
the ones running this planet.

11
00:00:36,435 --> 00:00:38,169
Proceed, Sir Ram.

12
00:00:38,169 --> 00:00:40,415
Science demands we learn more
of this creature

13
00:00:40,415 --> 00:00:44,118
who seems neither man,
beast, nor bestial.

14
00:00:44,118 --> 00:00:45,733
Listen, Mr. Evolutionary...

15
00:00:46,167 --> 00:00:47,822
Can I call you "High" for short?

16
00:00:47,822 --> 00:00:49,201
Couldn't I just tell you
about myself

17
00:00:49,201 --> 00:00:50,895
over tea and crumpets?

18
00:00:50,895 --> 00:00:52,432
My treat. [grunts]

19
00:00:52,432 --> 00:00:55,583
You are most perceptive,
Spider-Man.

20
00:00:55,583 --> 00:00:58,026
I am not native to this world.

21
00:00:59,208 --> 00:01:02,320
Like yourself,
I came here on a quest.

22
00:01:02,320 --> 00:01:04,211
I sought Utopia,

23
00:01:05,157 --> 00:01:07,048
an unspoiled paradise,

24
00:01:07,048 --> 00:01:10,988
free of the petty squabbles
that have plagued my existence.

25
00:01:10,988 --> 00:01:13,629
But instead
of the new Eden I sought,

26
00:01:13,629 --> 00:01:17,213
I found only the same diseases

27
00:01:17,213 --> 00:01:18,987
I had tried to escape.

28
00:01:18,987 --> 00:01:23,715
Greed, selfishness,
violence, hatred.

29
00:01:23,715 --> 00:01:25,566
Human diseases.

30
00:01:26,000 --> 00:01:28,679
At last I came
to a fateful realization.

31
00:01:29,546 --> 00:01:31,477
To have my paradise,

32
00:01:31,477 --> 00:01:34,313
I would have to build it myself.

33
00:01:35,259 --> 00:01:38,490
It has taken decades,
countless experiments,

34
00:01:38,490 --> 00:01:41,602
countless failures, but at last,

35
00:01:41,602 --> 00:01:44,478
my perfect society
nears completion.

36
00:01:45,148 --> 00:01:48,497
Look upon my works, Spider-Man.

37
00:01:48,497 --> 00:01:52,161
Great cities,
spires of glorious technology

38
00:01:52,161 --> 00:01:53,658
rising into the sky,

39
00:01:53,658 --> 00:01:56,968
populated by these noblest
of creatures,

40
00:01:56,968 --> 00:01:58,899
my bestials,

41
00:01:58,899 --> 00:02:00,514
my New Men.

42
00:02:00,514 --> 00:02:02,562
Stronger, faster,

43
00:02:02,562 --> 00:02:05,439
free of the weaknesses
of the primitive human mind.

44
00:02:05,439 --> 00:02:07,842
Every brick, every circuit,

45
00:02:07,842 --> 00:02:12,452
every cell exists here
by the grace of my hand,

46
00:02:12,452 --> 00:02:16,668
Except, of course,
for you, Spider-Man.

47
00:02:17,653 --> 00:02:19,189
You are an unknown,

48
00:02:19,189 --> 00:02:21,356
an uncontrolled variable

49
00:02:21,356 --> 00:02:24,508
introduced into my grand
experiment,

50
00:02:24,508 --> 00:02:29,236
and that is something
I simply cannot allow.

51
00:02:29,236 --> 00:02:30,812
Continue, Sir Ram.

52
00:02:30,812 --> 00:02:32,231
At once, sire.

53
00:02:32,231 --> 00:02:34,910
Look upon it
as a favor, Spider-Man.

54
00:02:34,910 --> 00:02:37,431
Through your endurance,
I grant you the chance

55
00:02:37,431 --> 00:02:39,874
to prove your nobility
and courage.

56
00:02:39,874 --> 00:02:43,104
Our foe's actions
have been consistently noble

57
00:02:43,104 --> 00:02:44,247
and courageous.

58
00:02:44,995 --> 00:02:47,990
Would it were possible
to say the same of our own?

59
00:02:47,990 --> 00:02:49,251
[Spider-Man thinking]
These guys are nuts.

60
00:02:49,251 --> 00:02:50,748
If I don't do something,

61
00:02:50,748 --> 00:02:52,797
I'm going to wind up
spider cutlets.

62
00:02:52,797 --> 00:02:54,057
Yah!

63
00:02:54,057 --> 00:02:55,870
Argh!

64
00:02:55,870 --> 00:02:57,761
Sorry, gang,
the name's not Guinea Pig-Man.

65
00:02:57,761 --> 00:02:59,337
it's Spider-Man.

66
00:03:00,598 --> 00:03:02,214
[High Evolutionary]
Stop him, my knights.

67
00:03:02,214 --> 00:03:04,223
He must not escape alive!

68
00:03:14,703 --> 00:03:16,752
-You must be Spider-Man.
-Yeah!

69
00:03:18,209 --> 00:03:19,706
We were sent here to rescue you.

70
00:03:19,706 --> 00:03:22,386
Yeah? Well, now would be
a good time for it.

71
00:03:23,332 --> 00:03:24,908
Don't give us any grief,
old son.

72
00:03:24,908 --> 00:03:26,719
We're risking our necks here.

73
00:03:26,719 --> 00:03:28,217
A little gratitude
might be nice.

74
00:03:28,217 --> 00:03:30,463
Looks like it's time
for plan B, guys.

75
00:03:30,778 --> 00:03:32,393
You do have a plan B, right?

76
00:03:32,393 --> 00:03:33,890
No worries.

77
00:03:33,890 --> 00:03:35,349
This ought to take the wind
out of their sails.

78
00:03:38,618 --> 00:03:39,603
[grunts]

79
00:03:39,603 --> 00:03:41,377
It's Bromley. Take cover.

80
00:03:42,204 --> 00:03:43,701
I suggest we leave...

81
00:03:43,701 --> 00:03:45,041
-right fast.
-[aircraft approaching]

82
00:03:50,635 --> 00:03:52,802
I said a mild explosion,
Bromley.

83
00:03:52,802 --> 00:03:55,245
Is that what you call
a mild explosion?

84
00:03:55,245 --> 00:03:57,964
Well, compared
to what else I'd do.

85
00:03:57,964 --> 00:04:00,091
And I said leave plenty
of time to get away.

86
00:04:00,091 --> 00:04:03,913
Corin, love,
we had 8.7 seconds to spare.

87
00:04:03,913 --> 00:04:06,159
You're losing your sense
of drama, darling.

88
00:04:06,159 --> 00:04:09,468
Uh, excuse me.
I hate to intrude, but...

89
00:04:10,848 --> 00:04:13,015
can this thing go any faster?

90
00:04:14,039 --> 00:04:15,496
[theme music playing]

91
00:05:02,579 --> 00:05:03,801
Put this thing on the deck.

92
00:05:04,786 --> 00:05:06,086
The sooner we get back
to the basement,

93
00:05:06,086 --> 00:05:07,149
the sooner we can lose them.

94
00:05:26,259 --> 00:05:27,834
Aah!

95
00:05:30,711 --> 00:05:32,247
Nice shot.

96
00:05:32,247 --> 00:05:34,571
Now when can I meet the wizard
and go back to Kansas?

97
00:05:34,571 --> 00:05:35,833
You've met him,

98
00:05:35,833 --> 00:05:38,196
Mr. High and Mighty
Evolutionary.

99
00:05:38,196 --> 00:05:40,521
He's the one responsible
for all this.

100
00:05:40,521 --> 00:05:42,609
Fifty years ago,
he created the bestials

101
00:05:42,609 --> 00:05:45,288
and turned the humans
into the dregs of society.

102
00:05:45,288 --> 00:05:46,786
-No one knows why.
-[blasters firing]

103
00:05:46,786 --> 00:05:48,913
And those refugees
from a toy store?

104
00:05:48,913 --> 00:05:49,977
Where do they come in?

105
00:05:49,977 --> 00:05:51,828
The Knights are his elite team.

106
00:05:51,828 --> 00:05:53,681
They deal with only
the most dangerous

107
00:05:53,681 --> 00:05:54,941
and important threats.

108
00:05:54,941 --> 00:05:56,674
Don't you feel honored?

109
00:05:56,674 --> 00:05:58,763
Excuse me. Nasty-looking robot
off the port bow.

110
00:06:03,017 --> 00:06:05,854
I thought the Knights were
the High Evolutionary's
enforcers.

111
00:06:05,854 --> 00:06:07,233
What's with the robot guys?

112
00:06:07,233 --> 00:06:09,480
The machine men
are the Knights' enforcers.

113
00:06:09,480 --> 00:06:10,977
[Spider-Man] I had to ask.

114
00:06:12,947 --> 00:06:14,168
Look out.

115
00:06:17,399 --> 00:06:19,408
Lady Vermin, continue pursuit.

116
00:06:19,408 --> 00:06:20,354
Aye, m'lord.

117
00:06:30,479 --> 00:06:32,488
Whoo-wee!

118
00:06:32,488 --> 00:06:35,287
I'll never sneer
at the Coney Island
roller coaster again.

119
00:06:35,287 --> 00:06:37,610
You had some nice moves
back there, Spider-Man,

120
00:06:38,162 --> 00:06:40,053
for a guy
who dresses like a bug.

121
00:06:40,053 --> 00:06:41,630
Ouch.

122
00:06:41,630 --> 00:06:43,087
Usually women don't
criticize my fashion sense

123
00:06:43,087 --> 00:06:44,191
until at least the third date.

124
00:06:44,191 --> 00:06:46,830
Well, whatever else it might do,

125
00:06:46,830 --> 00:06:48,801
let's hope
your outfit doesn't stain.

126
00:06:53,253 --> 00:06:55,814
Just once,
why can't I meet a woman

127
00:06:55,814 --> 00:06:57,153
who lives in a penthouse?

128
00:07:03,693 --> 00:07:04,994
Lord Tyger,

129
00:07:04,994 --> 00:07:07,515
the High Evolutionary's plan
is working.

130
00:07:07,515 --> 00:07:09,209
The human fools
are leading me directly

131
00:07:09,209 --> 00:07:10,982
to their secret headquarters.

132
00:07:10,982 --> 00:07:13,188
Soon we'll have them all.

133
00:07:14,804 --> 00:07:16,813
So, just where are we going?

134
00:07:16,813 --> 00:07:18,862
The headquarters
of the human revolution.

135
00:07:19,492 --> 00:07:21,147
There's someone there
who wants to meet you.

136
00:07:21,147 --> 00:07:22,802
Human revolution?

137
00:07:23,314 --> 00:07:24,733
I thought I came
through a space warp

138
00:07:24,733 --> 00:07:26,269
to get here, but it's beginning

139
00:07:26,269 --> 00:07:28,160
to feel more like
a looking glass.

140
00:07:28,160 --> 00:07:30,012
Uh, now what?

141
00:07:30,012 --> 00:07:31,115
[Corin] We're being scanned.

142
00:07:32,967 --> 00:07:34,385
I've found the entrance.

143
00:07:34,385 --> 00:07:36,552
Most excellent, Lady Vermin.

144
00:07:36,552 --> 00:07:37,734
We will join you in--

145
00:07:38,522 --> 00:07:40,729
Stand down, Lord Tyger.

146
00:07:41,280 --> 00:07:43,802
Lady Vermin,
continue your reconnaissance.

147
00:07:43,802 --> 00:07:45,457
But, Your Excellency--

148
00:07:45,457 --> 00:07:48,254
Your presence
is no longer needed,

149
00:07:48,254 --> 00:07:49,948
good Sir Knight.

150
00:07:49,948 --> 00:07:52,943
I am sending in a team
of specialists

151
00:07:52,943 --> 00:07:55,937
to deal with this
so-called Spider-Man.

152
00:07:57,040 --> 00:07:59,483
So this is
your secret headquarters.

153
00:07:59,483 --> 00:08:03,226
Hmm, how come everybody's got
a secret headquarters but me?

154
00:08:03,226 --> 00:08:05,078
Nice, very nice.

155
00:08:05,393 --> 00:08:06,890
Well, it could use
some track lighting,

156
00:08:06,890 --> 00:08:09,018
some plants,
maybe a throw rug or two.

157
00:08:09,018 --> 00:08:10,791
Few people not part
of our inner circle

158
00:08:10,791 --> 00:08:12,485
have seen this place and lived.

159
00:08:15,833 --> 00:08:17,882
[man] Which is why you'd better
be able to prove

160
00:08:17,882 --> 00:08:19,262
you're the real Spider-Man...

161
00:08:20,759 --> 00:08:22,256
right now.

162
00:08:22,256 --> 00:08:23,398
Jameson?

163
00:08:26,275 --> 00:08:27,812
What do you suppose that is?

164
00:08:28,914 --> 00:08:30,687
Yeah, I'll bet my designer jeans

165
00:08:30,687 --> 00:08:33,052
it's humans smuggling
wetwear and chips.

166
00:08:33,052 --> 00:08:34,588
Let's check it out.

167
00:08:40,458 --> 00:08:41,444
[yells]

168
00:08:44,674 --> 00:08:47,550
Maybe we ought to call
the Machine Men to handle this.

169
00:08:52,869 --> 00:08:55,234
[both screaming]

170
00:08:58,109 --> 00:08:59,528
Hey, s-s-stay back.

171
00:09:00,237 --> 00:09:02,325
You can't leave now...

172
00:09:04,650 --> 00:09:06,935
not without your door prize.

173
00:09:07,723 --> 00:09:08,866
[both screaming]

174
00:09:08,866 --> 00:09:10,875
See? It's not so bad.

175
00:09:13,278 --> 00:09:15,209
No more fear or pain,

176
00:09:15,209 --> 00:09:16,469
just a desire to do

177
00:09:16,469 --> 00:09:18,440
what the Synoptic
tells you to do.

178
00:09:18,440 --> 00:09:20,646
Well, that was fun,

179
00:09:20,646 --> 00:09:22,734
but it was over too soon.

180
00:09:22,734 --> 00:09:25,729
Oh, I can't wait
till we spread more spores

181
00:09:25,729 --> 00:09:28,329
and unleash the power
of the Synoptic!

182
00:09:28,329 --> 00:09:31,993
Relax. We've got a job
to do, remember?

183
00:09:31,993 --> 00:09:33,411
The High Evolutionary wants us

184
00:09:33,411 --> 00:09:35,460
to capture Spider-Man!

185
00:09:35,460 --> 00:09:36,760
[scoffs]

186
00:09:36,760 --> 00:09:38,809
Why waste time on Spider-Man?

187
00:09:38,809 --> 00:09:41,961
He's probably just a cheap
Counter-Earth knockoff.

188
00:09:41,961 --> 00:09:44,561
Maybe, but if he's
the real McCoy,

189
00:09:44,561 --> 00:09:47,241
Spider-man's the only threat
to our plans.

190
00:09:47,241 --> 00:09:49,565
Once we nail him, we're free

191
00:09:49,565 --> 00:09:53,071
to help Counter-Earth
join the Synoptic.

192
00:09:53,071 --> 00:09:56,263
And the High Evolutionary
won't suspect a thing

193
00:09:56,263 --> 00:09:58,273
until it's too late.

194
00:09:58,273 --> 00:10:00,794
[cackles]

195
00:10:01,701 --> 00:10:03,394
Dr. Jameson, I presume?

196
00:10:03,394 --> 00:10:05,168
The question
isn't whether or not

197
00:10:05,168 --> 00:10:06,429
I'm John Jameson.

198
00:10:06,783 --> 00:10:09,462
It's whether or not
you're Spider-Man.

199
00:10:09,462 --> 00:10:10,565
If you are,

200
00:10:10,565 --> 00:10:11,905
you'll be able to dodge this.

201
00:10:13,284 --> 00:10:14,860
I don't believe this.

202
00:10:14,860 --> 00:10:16,909
I risk my neck
to come all the way

203
00:10:16,909 --> 00:10:18,800
from our earth
to this carbon copy

204
00:10:18,800 --> 00:10:20,061
to save your butt,

205
00:10:20,061 --> 00:10:22,464
and now I have
to prove I'm Spider-Man?

206
00:10:22,464 --> 00:10:25,183
Well, you certainly move
like the real Spider-Man,

207
00:10:25,183 --> 00:10:27,626
but that new costume,
I had to be sure.

208
00:10:27,626 --> 00:10:30,383
You're as bad as that
pigheaded father of yours.

209
00:10:30,383 --> 00:10:33,889
OK, speaking of dad,
who's the punk photographer

210
00:10:33,889 --> 00:10:35,663
that always gets
those great pictures of you

211
00:10:35,663 --> 00:10:36,608
for The Daily Bugle?

212
00:10:37,593 --> 00:10:40,548
Uh, Peter Parker.

213
00:10:40,548 --> 00:10:42,518
Welcome, Spider-Man.

214
00:10:43,621 --> 00:10:46,300
I hope you understand.
I had to be sure.

215
00:10:46,300 --> 00:10:48,822
Well, at least you didn't try
to drill for DNA

216
00:10:48,822 --> 00:10:50,556
like those Wundagore guys.

217
00:10:53,786 --> 00:10:55,402
The High Evolutionary's
enforcers!

218
00:10:55,954 --> 00:10:56,978
Aah!

219
00:10:56,978 --> 00:10:58,475
You led them here.

220
00:10:58,475 --> 00:11:00,051
It's the only explanation.

221
00:11:00,051 --> 00:11:02,336
Don't be ridiculous.
You led me here.

222
00:11:02,336 --> 00:11:04,779
Not that it matters
a whole lot now.

223
00:11:05,370 --> 00:11:06,315
[growls]

224
00:11:12,541 --> 00:11:13,722
Aah!

225
00:11:31,019 --> 00:11:33,698
Hey, didn't anyone
ever tell you it's impolite

226
00:11:33,698 --> 00:11:35,471
to drop in unannounced?

227
00:11:39,490 --> 00:11:41,184
Do not presume to lecture

228
00:11:41,184 --> 00:11:44,218
a Knight of Wundagore
on etiquette, sirrah.

229
00:11:45,872 --> 00:11:47,685
[muffled moans]

230
00:11:49,773 --> 00:11:51,192
Yuck.

231
00:11:51,192 --> 00:11:52,767
I've been kissed by a rat lady.

232
00:11:53,516 --> 00:11:55,171
[chuckles] In truth,

233
00:11:55,565 --> 00:11:57,456
I was ever one to give my heart

234
00:11:57,456 --> 00:12:00,174
to a man who can stick to walls.

235
00:12:01,199 --> 00:12:02,145
[grunts]

236
00:12:12,428 --> 00:12:14,162
[grunting, growling]

237
00:12:19,559 --> 00:12:20,583
We can sense it.

238
00:12:20,583 --> 00:12:23,420
You are the real Spider-Man.

239
00:12:23,420 --> 00:12:25,705
We've missed you.

240
00:12:25,705 --> 00:12:27,439
We want you back

241
00:12:27,439 --> 00:12:28,700
as part of us.

242
00:12:28,700 --> 00:12:30,276
[gasps, grunts]

243
00:12:30,276 --> 00:12:31,222
Hyah!

244
00:12:32,324 --> 00:12:33,309
No!

245
00:12:35,988 --> 00:12:38,983
[roaring]

246
00:12:40,992 --> 00:12:44,420
[laughing]

247
00:12:44,420 --> 00:12:45,484
[Bromley] Hungry, mate?

248
00:12:50,290 --> 00:12:52,025
[roars]

249
00:12:55,058 --> 00:12:56,713
[Carnage] John Jameson.

250
00:12:56,713 --> 00:12:58,526
Adding you to the Synoptic

251
00:12:58,526 --> 00:13:00,653
will really make my day.

252
00:13:01,637 --> 00:13:04,672
[laughing]

253
00:13:06,247 --> 00:13:08,100
[Spider-Man grunting]

254
00:13:08,100 --> 00:13:09,794
Yield, Spider-Man.

255
00:13:09,794 --> 00:13:11,369
Yield to the Synoptic.

256
00:13:11,369 --> 00:13:12,985
You and I will merge

257
00:13:12,985 --> 00:13:15,979
and be one, as it always
should have been!

258
00:13:16,492 --> 00:13:18,225
Thanks, but no.

259
00:13:18,225 --> 00:13:19,723
and now here's a brand-new sound

260
00:13:19,723 --> 00:13:21,535
for you and your partner
in slime.

261
00:13:21,535 --> 00:13:23,111
Sonics on!

262
00:13:23,111 --> 00:13:24,845
-[high-pitched electronic whine]
-[screaming]

263
00:13:27,917 --> 00:13:29,099
Aah!

264
00:13:30,124 --> 00:13:32,172
Uh, ha, ha.

265
00:13:32,172 --> 00:13:33,591
Ohh, ohh.

266
00:13:33,591 --> 00:13:36,782
Aah!

267
00:13:41,550 --> 00:13:42,849
Sonics off.

268
00:13:54,354 --> 00:13:55,733
Let's get them locked up. Hurry.

269
00:13:55,733 --> 00:13:57,349
We don't know how long
they'll be unconscious.

270
00:13:59,280 --> 00:14:00,501
Thanks for your help.

271
00:14:00,501 --> 00:14:01,919
We couldn't have
done it without you.

272
00:14:01,919 --> 00:14:03,377
It's amazing.

273
00:14:03,377 --> 00:14:05,544
We've never beaten
the High Evolutionary's forces

274
00:14:05,544 --> 00:14:06,765
that easily before.

275
00:14:06,765 --> 00:14:08,696
You think that was easy?

276
00:14:09,484 --> 00:14:11,375
I assume I don't have
to point out

277
00:14:11,375 --> 00:14:13,306
that if I'd led Venom
and Carnage here,

278
00:14:13,306 --> 00:14:15,512
I'd scarcely be the one
who'd drive them away.

279
00:14:15,512 --> 00:14:17,994
That's true,
and they didn't have time

280
00:14:17,994 --> 00:14:19,531
to tag you before we arrived.

281
00:14:19,531 --> 00:14:21,225
Tag me?

282
00:14:21,225 --> 00:14:23,077
We've got more important things
to worry about now.

283
00:14:23,077 --> 00:14:25,125
-What's the plan?
-We get rid of them.

284
00:14:26,978 --> 00:14:28,671
Whoa, John-boy,

285
00:14:28,671 --> 00:14:31,272
Aren't we overreacting
just a teensy bit here?

286
00:14:31,272 --> 00:14:33,439
-You can't just kill them.
-Watch me.

287
00:14:33,439 --> 00:14:34,897
They're innocents.

288
00:14:34,897 --> 00:14:36,433
The Symbiotes were using them.

289
00:14:36,433 --> 00:14:38,679
They're bestials.
That's reason enough.

290
00:14:38,679 --> 00:14:40,098
[Bromley] He's right, mate.

291
00:14:40,098 --> 00:14:42,777
The things
what they've done to us humans.

292
00:14:42,777 --> 00:14:44,628
That's not the issue.

293
00:14:44,628 --> 00:14:46,244
If you cold-bloodedly kill them,

294
00:14:46,244 --> 00:14:47,859
you're no better
than you claim they are.

295
00:14:49,514 --> 00:14:51,445
They know our location.

296
00:14:51,445 --> 00:14:54,006
If we let them go,
this base will be compromised.

297
00:14:54,006 --> 00:14:56,093
It's already compromised, John.

298
00:14:56,093 --> 00:14:57,906
Lady Vermin escaped, remember?

299
00:14:57,906 --> 00:14:59,206
Carnage and Venom got away, too.

300
00:14:59,206 --> 00:15:01,531
Unless you think
they can keep a secret,

301
00:15:01,531 --> 00:15:02,831
it's time to clear out
of here, anyway.

302
00:15:02,831 --> 00:15:04,840
OK, Spider-Man, you win.

303
00:15:05,667 --> 00:15:08,032
We'll just hold them here
until we can move our gear.

304
00:15:08,032 --> 00:15:10,277
Are you blooming crazy?

305
00:15:10,277 --> 00:15:12,208
We can't let them just go.

306
00:15:12,208 --> 00:15:13,981
We can and we will.

307
00:15:13,981 --> 00:15:15,636
Spider-Man's right.

308
00:15:15,636 --> 00:15:17,684
I won't shed blood needlessly,

309
00:15:17,684 --> 00:15:19,379
even if it is bestial blood.

310
00:15:20,797 --> 00:15:22,649
-Then I'll do it!
-No.

311
00:15:23,161 --> 00:15:24,501
It's time we moved on, anyway.

312
00:15:30,922 --> 00:15:33,247
I think you guys might want
to keep an eye on old Bromley.

313
00:15:33,247 --> 00:15:35,966
Just a hunch, but when you got
someone wound that tight

314
00:15:35,966 --> 00:15:37,817
who wears a coat full
of explosives...

315
00:15:41,797 --> 00:15:43,491
If you knew
what the High Evolutionary

316
00:15:43,491 --> 00:15:46,249
had done to his family,
you'd understand,

317
00:15:46,249 --> 00:15:48,416
and maybe even condone it.

318
00:15:48,416 --> 00:15:50,307
[Spider-Man thinking]
Maybe coming here
wasn't such a good idea

319
00:15:50,307 --> 00:15:51,293
after all, M.J.

320
00:15:52,632 --> 00:15:54,720
[Spider-Man] What do you mean
you won't come back
to earth with me?

321
00:15:54,720 --> 00:15:56,651
I came here to rescue you.

322
00:15:56,651 --> 00:15:58,778
I appreciate the gesture,
web-slinger,

323
00:15:58,778 --> 00:16:00,591
but I've got a job to do here.

324
00:16:00,591 --> 00:16:03,152
I'm not going back
until the humans here are free

325
00:16:03,152 --> 00:16:05,201
of the High Evolutionary's
oppression.

326
00:16:05,201 --> 00:16:07,800
You sound like a textbook
on Trotsky.

327
00:16:07,800 --> 00:16:10,717
I'm sorry you think so.
Anyway, it's a moot point,

328
00:16:10,717 --> 00:16:12,450
because when I landed here,

329
00:16:12,450 --> 00:16:14,695
the Knights
confiscated Solaris I .

330
00:16:14,695 --> 00:16:15,917
I barely managed to escape

331
00:16:15,917 --> 00:16:17,730
and hook up
with the underground.

332
00:16:17,730 --> 00:16:20,527
And since you tell me
that Solaris II was wrecked...

333
00:16:20,527 --> 00:16:22,142
I get the picture.

334
00:16:22,142 --> 00:16:23,285
What's our status?

335
00:16:23,757 --> 00:16:25,964
The last of our people
have gotten out safely.

336
00:16:25,964 --> 00:16:28,013
When we find a new headquarters,
we'll contact them.

337
00:16:28,013 --> 00:16:30,062
This has been a bad setback,

338
00:16:30,062 --> 00:16:32,268
but if you'll
join us, Spider-Man,

339
00:16:32,268 --> 00:16:33,725
it won't have been in vain.

340
00:16:33,725 --> 00:16:36,365
You're probably the only
untagged human in the city.

341
00:16:36,365 --> 00:16:38,099
You could be
a great help to us if--

342
00:16:38,099 --> 00:16:40,542
Untagged.
You mentioned that last night.

343
00:16:40,542 --> 00:16:43,615
What does it mean? Do I have
to get shots or anything?

344
00:16:43,615 --> 00:16:45,191
Every human is tagged

345
00:16:45,191 --> 00:16:47,161
with a subdural chip that allows

346
00:16:47,161 --> 00:16:50,352
the High Evolutionary's
flunkies to keep track of them.

347
00:16:50,352 --> 00:16:51,731
Even we have them,

348
00:16:51,731 --> 00:16:54,214
although we use
jamming devices that work...

349
00:16:54,214 --> 00:16:55,593
most of the time.

350
00:16:55,593 --> 00:16:57,878
[Corin] But they didn't
tag you, Spider-Man.

351
00:16:58,232 --> 00:17:00,202
You could be the pivotal piece
in this war.

352
00:17:00,833 --> 00:17:01,778
Will you help us?

353
00:17:02,842 --> 00:17:05,403
Hey, I came here
to rescue John-boy,

354
00:17:05,403 --> 00:17:08,318
not to storm
some Counter-Earth Bastille.

355
00:17:08,318 --> 00:17:09,501
It's not my planet.

356
00:17:10,249 --> 00:17:12,180
You know, maybe dad was right.

357
00:17:12,180 --> 00:17:14,229
Maybe you are nothing
but a coward

358
00:17:14,229 --> 00:17:16,159
hiding behind a dimestore mask.

359
00:17:16,790 --> 00:17:18,011
A coward?

360
00:17:18,011 --> 00:17:19,783
You have the nerve
to call me that

361
00:17:19,783 --> 00:17:21,005
after what
we've just been through?

362
00:17:22,108 --> 00:17:23,685
I think you might want
to reconsider.

363
00:17:23,685 --> 00:17:26,324
I thought you might feel
this way, Spider-Man.

364
00:17:26,678 --> 00:17:28,806
Here, these will help you get
a better look at our world.

365
00:17:28,806 --> 00:17:32,313
After you do, I'm pretty sure
you'll be throwing in with us.

366
00:17:32,313 --> 00:17:33,297
Thanks.

367
00:17:34,125 --> 00:17:36,962
Good luck.
And don't forget to call.

368
00:17:36,962 --> 00:17:39,011
There's a contact number
sewn into the jacket's hem.

369
00:17:39,011 --> 00:17:41,138
You're going to realize
I'm right, web-head.

370
00:17:41,138 --> 00:17:43,463
-Keep in touch.
-You know it, fly-boy.

371
00:17:43,463 --> 00:17:44,684
Can't go home without you.

372
00:17:44,684 --> 00:17:46,536
[boy 1] Hey, you're out.
It's my turn.

373
00:17:46,536 --> 00:17:48,151
[boy 2] No, let me have
one more.

374
00:17:48,151 --> 00:17:50,121
-Oh, come on.
-[boy 1] All right.

375
00:18:01,823 --> 00:18:04,541
Danger, danger.

376
00:18:04,541 --> 00:18:06,236
Enemy sighted.

377
00:18:06,236 --> 00:18:08,521
No! Stay away from me!

378
00:18:11,830 --> 00:18:13,603
Target acquired.

379
00:18:14,667 --> 00:18:15,692
[yells]

380
00:18:15,692 --> 00:18:17,543
No! Shane!

381
00:18:21,641 --> 00:18:22,783
Danger.

382
00:18:22,783 --> 00:18:24,557
Must eliminate target.

383
00:18:27,315 --> 00:18:28,772
Eliminate.

384
00:18:28,772 --> 00:18:30,072
-Eliminate--
-Aah!

385
00:18:31,097 --> 00:18:34,367
[voice warbling] Eliminate.

386
00:18:34,367 --> 00:18:36,652
[woman] Thank you
for saving my son's life.

387
00:18:36,652 --> 00:18:38,740
[gasps] Your hands.

388
00:18:38,740 --> 00:18:41,459
Eh, I'm a doctor. Come in.
Let me treat those burns.

389
00:18:41,459 --> 00:18:43,390
[smoke hissing]

390
00:18:47,093 --> 00:18:49,102
OK, you'll need
to leave these bandages on

391
00:18:49,102 --> 00:18:50,599
for at least a week.

392
00:18:50,599 --> 00:18:52,530
Thanks. It won't take that long.

393
00:18:52,530 --> 00:18:54,303
I'm a fast healer.

394
00:18:54,303 --> 00:18:57,416
Well, if there's anything else
I can do for you, just ask.

395
00:18:57,416 --> 00:18:59,977
Name's Naoko,
Naoko Yamata Jones.

396
00:18:59,977 --> 00:19:01,119
And this is Shane.

397
00:19:01,119 --> 00:19:03,444
Well, I could use
a place to stay,

398
00:19:03,995 --> 00:19:05,926
just until I kind of get back
on my feet again.

399
00:19:05,926 --> 00:19:08,763
This place belongs to my mom.
We've got a room for rent.

400
00:19:08,763 --> 00:19:10,733
Can he have it, mom? Please.

401
00:19:10,733 --> 00:19:12,821
[chuckles] Just my luck.

402
00:19:12,821 --> 00:19:14,633
My kid gets saved
by a transient.

403
00:19:16,248 --> 00:19:19,165
It's not much, but it's clean,
and it's free...

404
00:19:19,165 --> 00:19:21,922
Uh, for two weeks.
If you don't have a job
by then, well...

405
00:19:21,922 --> 00:19:22,907
Got it.

406
00:19:31,811 --> 00:19:35,358
Someday, somehow,
I'll get back to you, M.J.

407
00:19:36,067 --> 00:19:37,367
That's a promise.

408
00:19:48,202 --> 00:19:49,738
[theme music playing]