1
00:00:01,875 --> 00:00:03,000
[Mary Jane]
Previously onSpider-Man.

2
00:00:03,000 --> 00:00:04,750
[Spider-Man] The Hobgoblin

3
00:00:04,750 --> 00:00:06,416
and the Green Goblin
destroying the city?

4
00:00:06,500 --> 00:00:08,583
You! Finish the job, Hobgoblin!

5
00:00:09,875 --> 00:00:11,083
[Spider-Man] Uh-oh!

6
00:00:15,375 --> 00:00:17,000
Hey!

7
00:00:17,000 --> 00:00:18,375
He looks like Carnage,
but in my costume!

8
00:00:18,375 --> 00:00:20,000
Well, dear clone.

9
00:00:21,000 --> 00:00:22,708
Tell me what's going on!

10
00:00:22,708 --> 00:00:24,500
[Madame Web] They're from
parallel realities.

11
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[Spider-Man] The Carnage
Symbiote bonded with

12
00:00:26,500 --> 00:00:29,875
Scarlet Spider's clone and
drove him completely insane!

13
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[Beyonder] Spider-Carnage will
detonate a disintegrator bomb.

14
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The blast will
destroy every reality.

15
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You must stop Spider-Carnage.

16
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Kingpin! It's Spider-Man!
Five of him!

17
00:00:43,875 --> 00:00:44,750
Stop them!

18
00:00:52,250 --> 00:00:54,083
My mutation disease!

19
00:00:54,083 --> 00:00:55,250
What's happened to him?

20
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Man-Spider! We're in trouble!

21
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[theme music playing]

22
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♪ Spider-Man, Spider-Man ♪

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♪ Radioactive Spider-Man ♪

24
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♪ Spider-Man, Spider-Man ♪

25
00:01:21,125 --> 00:01:25,375
♪ Radioactive Spider-Man ♪

26
00:01:25,375 --> 00:01:29,500
♪ Spider-Man, Spider-Man ♪

27
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♪ Radioactive Spider-Man ♪

28
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♪ Spider blood, spider blood ♪

29
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♪ Radioactive spider blood ♪

30
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♪ Spider blood, spider blood ♪

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♪ Radioactive spider blood ♪

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♪ Spider-Man, Spider-Man ♪

33
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[orchestral Spider-Man theme]

34
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Spider-Carnage has not
detonated the device yet.

35
00:02:06,500 --> 00:02:08,875
We are powerless to stop him.

36
00:02:10,083 --> 00:02:11,833
How can I help?

37
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[dogs barking]

38
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[Man-Spider roars]

39
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[Scarlet-Spider] Spider-Man!

40
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[groans]

41
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There. It's complete at last!

42
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Then activate the
mind control device.

43
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Look! We've run out of time!

44
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[Spider-Carnage]
And now, world--

45
00:03:09,625 --> 00:03:11,291
Guess again!

46
00:03:11,291 --> 00:03:13,125
You! How did you get
up here so quickly?

47
00:03:13,125 --> 00:03:15,458
-[grenade screeches]
-[Spider-Carnage screams]

48
00:03:15,458 --> 00:03:17,583
[Spider-Man] A good magician
never reveals his tricks!

49
00:03:17,583 --> 00:03:21,000
You did it! You transported
the powerless one there!

50
00:03:21,000 --> 00:03:25,125
Yes, but if he fails,
I'm now too weak to help him.

51
00:03:27,458 --> 00:03:28,458
Stop! Let me go!

52
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All is lost.

53
00:03:30,250 --> 00:03:32,625
-No!
-I will use the last
of my power

54
00:03:32,625 --> 00:03:35,083
to transport Man-Spider away,

55
00:03:35,083 --> 00:03:39,416
then to stay alive, I must
return to our home dimension.

56
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If Spider-Man prevails,
and we survive,

57
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tell him The Beyonder said,
"Thank you".

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[Man-Spider roars]

59
00:03:48,083 --> 00:03:50,875
[Beyonder yells]

60
00:03:58,333 --> 00:04:01,166
There! I've
reprogrammed the device!

61
00:04:01,166 --> 00:04:03,458
And I shall rip this imposter

62
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limb from limb for
causing us a delay!

63
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Kingpin,
I know he's promised to

64
00:04:07,875 --> 00:04:09,458
build you a machine
to take over

65
00:04:09,458 --> 00:04:10,833
people's minds, but he's really

66
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built a bomb that
will destroy us all!

67
00:04:13,500 --> 00:04:17,000
These lies won't save
your pathetic life.

68
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It's the truth!
Spider-Carnage has duped you!

69
00:04:19,958 --> 00:04:21,000
Don't listen to them!

70
00:04:21,000 --> 00:04:21,875
[explosion]

71
00:04:21,875 --> 00:04:23,375
What was that?

72
00:04:23,375 --> 00:04:24,958
The dish stolen from
J3 Communications

73
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is magnifying the
dimensional transporter!

74
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A huge portal has been opened!

75
00:04:29,250 --> 00:04:31,000
[Kingpin] A portal?

76
00:04:31,000 --> 00:04:33,000
Spider-Carnage is going to
detonate a bomb within it,

77
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and that explosion will be
magnified through time
and space

78
00:04:35,625 --> 00:04:37,750
until it destroys all reality!

79
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Shut up!

80
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What? Why would you do this?

81
00:04:41,125 --> 00:04:43,708
Ever since that spider bit me,

82
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the world has misunderstood me,
and tormented me!

83
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Now it's my turn,

84
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I'm gonna obliterate you all!

85
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-[laughs maniacally]
-[Kingpin yells]

86
00:04:57,000 --> 00:04:59,166
[beeping]

87
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Guys, I think he just
started the countdown!

88
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I'll try to reprogram the bomb,

89
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you disable the transporter.

90
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How can I help?

91
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You keep your head down,
and stay out of trouble.

92
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That I can do.

93
00:05:14,958 --> 00:05:16,333
No!

94
00:05:16,333 --> 00:05:18,083
Spider-Man, I found it!

95
00:05:23,458 --> 00:05:24,875
It's over, Spider-Carnage!

96
00:05:24,875 --> 00:05:25,958
No!

97
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Hey!

98
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Stop him!

99
00:05:31,375 --> 00:05:33,416
We still have to
disarm the bomb!

100
00:05:33,416 --> 00:05:35,000
Even without the transporter,

101
00:05:35,000 --> 00:05:37,250
it's powerful enough
to blow up this building!

102
00:05:42,208 --> 00:05:44,125
-Where?
-What?

103
00:05:44,125 --> 00:05:45,500
-[Kingpin groans]
-You did it!

104
00:05:45,500 --> 00:05:47,166
You saved reality!

105
00:05:47,166 --> 00:05:49,333
We all did it,
it was a team effort.

106
00:05:49,333 --> 00:05:50,875
Where's The Beyonder?

107
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He had to go back to
our home dimension.

108
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The strain was too
much on his powers.

109
00:05:55,250 --> 00:05:57,458
Madame Web brought you back
just in the nick of time!

110
00:05:57,458 --> 00:06:00,583
I still have a few
tricks up my sleeve.

111
00:06:00,583 --> 00:06:04,000
Behold, I'm sending
him to a jail.

112
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The authorities will find
him under lock and key.

113
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At least it's all over now.

114
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Alas, it isn't.
Observe the window.

115
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[Spider-Man] It's him again!

116
00:06:14,708 --> 00:06:15,958
[Scarlet Spider] And it looks
like he's up to his old tricks!

117
00:06:15,958 --> 00:06:17,875
But I thought--

118
00:06:17,875 --> 00:06:20,875
He has transported himself
into another alternate reality.

119
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Which one?

120
00:06:22,625 --> 00:06:25,375
I am trying to search
through infinity. Ah!

121
00:06:26,625 --> 00:06:29,291
The Peter Parker
Science Foundation?

122
00:06:29,291 --> 00:06:32,458
Wait a minute! That's my world!
I've gotta go back!

123
00:06:32,458 --> 00:06:34,833
You cannot!
You are still paralyzed

124
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thanks to your rash behavior.

125
00:06:37,000 --> 00:06:39,875
Web, can you send
the rest of us there?

126
00:06:39,875 --> 00:06:41,166
Only one of you.

127
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Let me go!

128
00:06:42,416 --> 00:06:45,166
No. I'm the leader here,
I'll go.

129
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My own powers are waning,
I can't place you there

130
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with pinpoint accuracy,
and you will be on your own.

131
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I understand.

132
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Good luck, something tells
me you're gonna need it.

133
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Amazing!
It looks and feels so much

134
00:07:09,583 --> 00:07:12,458
like the New York
of my reality!

135
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-[crowd cheers]
-Whoa!

136
00:07:13,750 --> 00:07:15,833
The people love me,
no wonder my

137
00:07:15,833 --> 00:07:18,416
armored alter-ego
is so arrogant!

138
00:07:18,416 --> 00:07:20,958
I should be in charge of this
group, 'cause I never lose!

139
00:07:20,958 --> 00:07:22,416
Hey, wait!

140
00:07:22,416 --> 00:07:24,333
A laser built right
into your armor?

141
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It's my own design.

142
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In my world I'm a
multi-billionaire, aren't you?

143
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He probably didn't know the
meaning of the word failure!

144
00:07:33,958 --> 00:07:35,875
If I don't find
Spider-Carnage quickly,

145
00:07:35,875 --> 00:07:38,000
this paradise isn't
gonna be around

146
00:07:38,000 --> 00:07:39,875
for my armored
alter-ego to return to.

147
00:07:39,875 --> 00:07:44,083
There you are! How dare you
keep us waiting so long!

148
00:07:44,083 --> 00:07:45,625
Whoa, wait, stop!

149
00:07:45,625 --> 00:07:48,625
Hey, can't your fiancé
give you a kiss anymore?

150
00:07:48,625 --> 00:07:50,708
[Spider-Man voiceover]
Great, Parker.

151
00:07:50,708 --> 00:07:52,083
Here you're engaged to
somebody you don't even know!

152
00:07:52,083 --> 00:07:54,250
I'm sorry, Mrs, uh--

153
00:07:54,250 --> 00:07:57,583
Funny, Peter,
the name's Gwen Stacy.

154
00:07:57,583 --> 00:08:00,625
Look Mr. Comedian, I'll go
down to let them know you've

155
00:08:00,625 --> 00:08:05,083
finally arrived, then you
can make your grand entrance.

156
00:08:05,083 --> 00:08:06,708
My grand entrance?

157
00:08:06,708 --> 00:08:08,291
It's not every night the city

158
00:08:08,291 --> 00:08:10,875
opens a science
center in your name.

159
00:08:10,875 --> 00:08:14,083
And wearing the old costume
tonight, nice touch.

160
00:08:14,083 --> 00:08:16,416
Very nostalgic.
Wait right here!

161
00:08:16,416 --> 00:08:19,458
Sorry to miss the party,
I've gotta go look
for a maniac!

162
00:08:20,875 --> 00:08:24,958
Where do I start,
I'm running low on time.

163
00:08:24,958 --> 00:08:28,875
Come on, where are you?
Oh, this is almost too obvious!

164
00:08:28,875 --> 00:08:31,125
Okay, I'll bite.

165
00:08:31,125 --> 00:08:33,083
[whirring]

166
00:08:33,083 --> 00:08:37,291
Oh boy, well, my alter-ego did
say he owned his own robot!

167
00:08:39,875 --> 00:08:41,625
Robot!

168
00:08:41,625 --> 00:08:43,416
Destroy that intruder!

169
00:08:45,000 --> 00:08:46,291
Spider Sense! Danger!

170
00:08:48,375 --> 00:08:50,000
[Spider-Man grunts]

171
00:08:50,000 --> 00:08:51,166
I'm done for!

172
00:08:51,166 --> 00:08:53,000
Wait, on the side of its head!

173
00:08:53,000 --> 00:08:54,708
Those look like
sonic receivers!

174
00:08:54,708 --> 00:08:57,375
This robot can hear me,
and if he's Spider-Man's,

175
00:08:57,375 --> 00:08:59,958
he'd respond to verbal
orders from Spider-Man!

176
00:08:59,958 --> 00:09:02,250
Robot! Put me down!

177
00:09:03,708 --> 00:09:06,708
No! I command you
to destroy him!

178
00:09:07,833 --> 00:09:09,500
Spider-Carnage must
be controlling him

179
00:09:09,500 --> 00:09:12,000
from some hidden place,
put me down!

180
00:09:13,291 --> 00:09:15,000
No! Listen only to me!

181
00:09:15,000 --> 00:09:16,333
Put me down!

182
00:09:16,958 --> 00:09:18,166
Me!

183
00:09:18,875 --> 00:09:20,083
Uh-oh.

184
00:09:21,833 --> 00:09:23,833
Probably couldn't
handle get orders

185
00:09:23,833 --> 00:09:25,291
from two Spider-Man voices,

186
00:09:25,291 --> 00:09:27,458
now I know
Spider-Carnage is here!

187
00:09:27,458 --> 00:09:29,166
[woman] Hello?

188
00:09:29,166 --> 00:09:34,000
What? I don't believe it!
Mary Jane! It's me, Peter!

189
00:09:34,000 --> 00:09:38,000
Sorry, but I was wandering
around, I heard some noise,

190
00:09:38,000 --> 00:09:39,958
Oh, I'm so happy to
have found you at last!

191
00:09:39,958 --> 00:09:42,208
Whoa handsome,
I appreciate the attention,

192
00:09:42,208 --> 00:09:44,375
but take it easy,

193
00:09:44,375 --> 00:09:47,458
you're wrinkling the latest
fashion from Paris!

194
00:09:47,458 --> 00:09:50,125
M.J., don't you remember
how much I love you?

195
00:09:50,125 --> 00:09:51,625
How much you what?

196
00:09:51,625 --> 00:09:55,166
Mary Jane!
Oh it's you Mr. Parker,

197
00:09:55,166 --> 00:09:57,250
I had no idea you two were--

198
00:09:57,250 --> 00:09:59,625
Aunt Anna,
it's not what you think,

199
00:09:59,625 --> 00:10:01,208
we hardly know one another!

200
00:10:01,208 --> 00:10:03,750
That's not true! I love you!

201
00:10:03,750 --> 00:10:05,958
I am so happy to
hear you say that!

202
00:10:05,958 --> 00:10:07,750
Come on, Aunt Anna,

203
00:10:07,750 --> 00:10:11,166
there's a party trying
to get started in the ballroom,

204
00:10:11,166 --> 00:10:15,208
and without me there,
it's bound to be a flopperoo!

205
00:10:15,208 --> 00:10:17,333
Chao, tiger!
Catch you on the upswing!

206
00:10:17,333 --> 00:10:21,000
Mr. Parker, do come and
visit us sometime soon!

207
00:10:21,000 --> 00:10:23,000
[Spider-Man voiceover] That's
not the Anna Watson I know,

208
00:10:23,000 --> 00:10:25,208
that's not the Mary Jane
I know either.

209
00:10:25,208 --> 00:10:27,208
Care to explain what
that was all about?

210
00:10:27,208 --> 00:10:29,083
-Gwen!
-Did I hear correctly?

211
00:10:29,083 --> 00:10:31,875
-No!
-You love that Watson woman?

212
00:10:31,875 --> 00:10:33,333
Let me explain!

213
00:10:33,333 --> 00:10:34,875
[man] Hey everybody!
We found him!

214
00:10:34,875 --> 00:10:37,000
Peter! Where the heck
have you been, boy?

215
00:10:37,000 --> 00:10:38,458
You had your old
godfather worried!

216
00:10:38,458 --> 00:10:39,875
[Spider-Man voiceover]
My godfather?

217
00:10:39,875 --> 00:10:42,500
Hey, where's that
cool Spider armor?

218
00:10:42,500 --> 00:10:45,458
You know Peter,
he's always full of surprises.

219
00:10:45,458 --> 00:10:47,583
Why don't we all go down
and greet those people

220
00:10:47,583 --> 00:10:49,875
who paid good money
to see the star here?

221
00:10:49,875 --> 00:10:51,708
[Spider-Man voiceover] If I get
trapped down there all night--

222
00:10:51,708 --> 00:10:53,291
I'm afraid I must take
Mr. Parker away

223
00:10:53,291 --> 00:10:54,708
from you for a moment or two.

224
00:10:54,708 --> 00:10:56,583
Wilson, what are
you talking about?

225
00:10:56,583 --> 00:10:58,458
As Mr. Parker's lawyer,

226
00:10:58,458 --> 00:11:00,958
there are a few important legal
papers that he must sign.

227
00:11:00,958 --> 00:11:02,875
[Spider-Man voiceover]
The Kingpin is my lawyer?

228
00:11:02,875 --> 00:11:04,583
At least it gets
me out of here!

229
00:11:04,583 --> 00:11:06,875
Listen, you guy go out there
and have a good time,

230
00:11:06,875 --> 00:11:08,375
I'll be right along.

231
00:11:09,583 --> 00:11:11,708
Thank you for your time, Peter.

232
00:11:11,708 --> 00:11:13,208
No problem, Mr. Fisk, truth is,

233
00:11:13,208 --> 00:11:15,833
I needed a little
distance from them all.

234
00:11:16,166 --> 00:11:17,500
Huh?

235
00:11:17,500 --> 00:11:19,875
Allow me to grant you
your wish.

236
00:11:26,375 --> 00:11:29,833
Well, if it isn't
my old clone friend.

237
00:11:29,833 --> 00:11:32,500
Spider-Carnage has
explained everything

238
00:11:32,500 --> 00:11:35,125
to me about the
alternate dimensions.

239
00:11:35,125 --> 00:11:38,500
Now I see an excellent
business opportunity.

240
00:11:38,500 --> 00:11:40,958
Using him to replace you,

241
00:11:40,958 --> 00:11:45,250
he and I can take over all
Peter Parker's resources

242
00:11:45,250 --> 00:11:47,583
and rule this empire together!

243
00:11:47,583 --> 00:11:49,166
[Spider-Man voiceover]
I should've guessed

244
00:11:49,166 --> 00:11:50,625
that Wilson Fisk
couldn't be trusted!

245
00:11:50,625 --> 00:11:52,583
Listen, Fisk!

246
00:11:52,583 --> 00:11:54,708
He's not interested in
ruling the world, he wants to--

247
00:11:54,708 --> 00:11:57,875
Ignore the slimy clone, Fisk!

248
00:11:57,875 --> 00:12:01,416
Now, what is our next step?

249
00:12:01,416 --> 00:12:04,375
Let us join the party as
if everything is normal.

250
00:12:04,375 --> 00:12:07,583
We can eliminate
him later tonight.

251
00:12:19,625 --> 00:12:21,333
Hey, are you All right?

252
00:12:21,333 --> 00:12:23,583
Yeah, but how did
you know that--

253
00:12:23,583 --> 00:12:26,583
Something my beau worked
up so we'd never be apart.

254
00:12:26,583 --> 00:12:29,083
It can find his heartbeat
from a million miles away.

255
00:12:29,083 --> 00:12:30,625
How did you know
that Peter Parker

256
00:12:30,625 --> 00:12:32,333
downstairs wasn't me?

257
00:12:32,333 --> 00:12:34,166
He's as nutty as a fruitcake!

258
00:12:34,166 --> 00:12:36,875
A girlfriend notices
little things like that.

259
00:12:36,875 --> 00:12:38,291
You don't know the half of it.

260
00:12:38,291 --> 00:12:41,291
Now, how do I get
you out of here?

261
00:12:41,291 --> 00:12:43,250
And I just want to say,
that I intend

262
00:12:43,250 --> 00:12:46,583
to see that you all
get from me,
what you deserve.

263
00:12:46,583 --> 00:12:49,208
And I'm gonna see that
you get what you deserve!

264
00:12:50,875 --> 00:12:52,291
[crowd exclaims]

265
00:12:57,625 --> 00:12:59,083
[crowd screams]

266
00:13:03,458 --> 00:13:05,125
[man 1] There's two of them!

267
00:13:05,125 --> 00:13:07,291
[man 2] And they're gonna
tear each other apart!

268
00:13:11,416 --> 00:13:13,458
Soon, my dear clone,

269
00:13:13,458 --> 00:13:17,000
you'll be nothing more
than a bad memory.

270
00:13:17,583 --> 00:13:18,708
Gwen, now!

271
00:13:21,333 --> 00:13:22,625
[Spider-Carnage shrieks]

272
00:13:23,875 --> 00:13:26,125
Fisk! What's wrong with you?

273
00:13:29,500 --> 00:13:31,000
[Gwen yells]

274
00:13:31,000 --> 00:13:34,458
I'll show you!
I'll destroy you all!

275
00:13:34,458 --> 00:13:38,000
If anyone follows me,
she'll be the first to go!

276
00:13:39,333 --> 00:13:41,375
Destroy us all?

277
00:13:41,375 --> 00:13:44,375
You were tricked, Fisk,
not for the first time either!

278
00:13:47,250 --> 00:13:48,250
I've gotta stop him!

279
00:13:49,500 --> 00:13:52,333
No! That's what
I'm doing wrong!

280
00:13:54,416 --> 00:13:58,458
I have to remember,
that my enemy here is me!

281
00:13:58,458 --> 00:14:01,416
Maybe I shouldn't be
trying to defeat him,

282
00:14:01,416 --> 00:14:04,291
maybe what I need to
do is understand him.

283
00:14:04,291 --> 00:14:05,833
I'm forgetting everything that

284
00:14:05,833 --> 00:14:08,000
Madame Web taught me
over all these months!

285
00:14:08,000 --> 00:14:10,208
Why isn't he trying
to save my girlfriend?

286
00:14:10,208 --> 00:14:11,875
What's wrong with him?

287
00:14:11,875 --> 00:14:14,708
Be quiet! He is using
his head at long last,

288
00:14:14,708 --> 00:14:16,875
something you may
never learn to do.

289
00:14:20,375 --> 00:14:22,625
That's it! He's confused,

290
00:14:22,625 --> 00:14:25,000
and there's only one
person who can help him

291
00:14:25,000 --> 00:14:26,708
remember right from wrong!

292
00:14:27,875 --> 00:14:29,875
If I've guessed right,
this reality

293
00:14:29,875 --> 00:14:33,000
is the only place where that
person might still be found.

294
00:14:33,875 --> 00:14:35,708
What are you doing?

295
00:14:35,708 --> 00:14:38,750
I'm gonna destroy all reality,

296
00:14:38,750 --> 00:14:43,291
even if I have to do it
one dimension at a time.

297
00:14:43,291 --> 00:14:46,208
This heartbeat tracker
really works!

298
00:14:46,208 --> 00:14:47,750
The lady was right!

299
00:14:47,750 --> 00:14:51,000
I told you not to follow me,
or she'd get it!

300
00:14:51,000 --> 00:14:53,000
What're you planning to do?

301
00:14:53,000 --> 00:14:56,875
I devised a way to amplify
the dimensional transporter

302
00:14:56,875 --> 00:15:00,083
only this hole won't lead
to another dimension,

303
00:15:00,083 --> 00:15:03,458
I've re-calibrated
the interphase inhibitor.

304
00:15:03,458 --> 00:15:05,833
You've deliberately
created an imbalance?

305
00:15:05,833 --> 00:15:08,166
Then whatever get
sucked into that hole--

306
00:15:08,166 --> 00:15:10,583
Right! It will cease to exist!

307
00:15:10,583 --> 00:15:13,958
In minutes, this hole
will grow large enough

308
00:15:13,958 --> 00:15:17,333
to suck this city
into oblivion,

309
00:15:17,333 --> 00:15:20,000
then the entire planet!

310
00:15:20,000 --> 00:15:22,166
You can't do something
this horrible!

311
00:15:22,166 --> 00:15:23,625
It just isn't in you,

312
00:15:23,625 --> 00:15:26,833
because it isn't in me,
and you are me!

313
00:15:26,833 --> 00:15:31,083
I'm more you than
you'd ever imagine!

314
00:15:31,083 --> 00:15:33,083
And maybe you're being
overtaken by the symbiote,

315
00:15:33,083 --> 00:15:35,166
there's only one
way I can find out.

316
00:15:35,166 --> 00:15:38,166
I need to reach the real
Peter Parker inside of you,

317
00:15:38,166 --> 00:15:40,875
the one who cares about
the people around him!

318
00:15:40,875 --> 00:15:43,875
He's gone for good!

319
00:15:43,875 --> 00:15:45,833
Is he?
I know he won't talk to me,

320
00:15:45,833 --> 00:15:49,208
but I brought along somebody
that he might want to talk to.

321
00:15:49,208 --> 00:15:51,500
No, it can't be!

322
00:15:51,500 --> 00:15:54,000
Peter? It's me, Uncle Ben.

323
00:15:54,000 --> 00:15:55,208
Uncle Ben?

324
00:15:56,958 --> 00:15:58,000
I've been told everything.

325
00:15:58,000 --> 00:16:00,083
Is it really you?

326
00:16:00,083 --> 00:16:03,166
Did you think things
were gonna be easy, boy?

327
00:16:03,166 --> 00:16:04,083
Huh? Did you?

328
00:16:04,083 --> 00:16:05,875
[Peter grunts]

329
00:16:05,875 --> 00:16:09,375
But I can't do it, Uncle Ben!
You know my rotten luck!

330
00:16:09,375 --> 00:16:12,625
Nonsense!
Boy, good or bad luck is

331
00:16:12,625 --> 00:16:14,958
nothing but the
right or wrong mix of

332
00:16:14,958 --> 00:16:17,875
opportunity, preparation,
and confidence.

333
00:16:17,875 --> 00:16:20,083
Now I know you're
prepared because

334
00:16:20,083 --> 00:16:23,875
I had a hand in that, we're
looking square at opportunity!

335
00:16:23,875 --> 00:16:25,875
I know you've had
a very bad time,

336
00:16:25,875 --> 00:16:29,083
but in this dimension,
I'm here for you

337
00:16:29,083 --> 00:16:31,250
and no matter what, I love you.

338
00:16:31,250 --> 00:16:34,875
I, I love you too, Uncle Ben!

339
00:16:34,875 --> 00:16:37,875
I love you too!

340
00:16:37,875 --> 00:16:42,000
Do you remember what
I taught you about great power?

341
00:16:42,000 --> 00:16:43,875
Yes!

342
00:16:43,875 --> 00:16:47,500
With great power there must
come great responsibility!

343
00:16:47,500 --> 00:16:51,333
Peter, there's an
evil inside you,

344
00:16:51,333 --> 00:16:53,458
it's your responsibility
to the world,

345
00:16:53,458 --> 00:16:56,166
and to yourself to expel it!
Get rid of it!

346
00:16:57,250 --> 00:16:58,833
Please!

347
00:16:58,833 --> 00:17:02,583
Yes! I must! I see that now!

348
00:17:02,583 --> 00:17:04,458
[Peter screams]

349
00:17:04,458 --> 00:17:05,958
What's wrong with him?

350
00:17:05,958 --> 00:17:07,583
He's trying to get
rid of the symbiote,

351
00:17:07,583 --> 00:17:08,875
but it's not giving
up without a fight!

352
00:17:08,875 --> 00:17:10,375
Fight it, Peter!

353
00:17:10,375 --> 00:17:12,375
Fight it with
all your heart and soul,

354
00:17:12,375 --> 00:17:14,166
your real heart and soul!

355
00:17:15,291 --> 00:17:16,458
-[Peter screams]
-[Symbiote roars]

356
00:17:16,458 --> 00:17:18,875
It won't work! Too painful!

357
00:17:18,875 --> 00:17:22,875
I'm sorry for all
the bad things I did!

358
00:17:22,875 --> 00:17:24,166
Forgive me!

359
00:17:24,166 --> 00:17:26,500
Forgive meeeee!

360
00:17:36,333 --> 00:17:37,875
No!

361
00:17:37,875 --> 00:17:41,250
He's gone! Vaporized!
I should've stopped him!

362
00:17:41,250 --> 00:17:44,500
No, he did what he thought
was best for himself,

363
00:17:44,500 --> 00:17:46,500
and for all of us.

364
00:17:46,500 --> 00:17:49,583
You did fine tonight, Peter,
I'm proud of you. I'll miss ya.

365
00:17:49,583 --> 00:17:51,375
And I'll miss you too,
Uncle Ben.

366
00:17:51,375 --> 00:17:54,125
But I'll always have you,
in my heart.

367
00:17:59,875 --> 00:18:01,458
Way to go, boss!

368
00:18:01,458 --> 00:18:05,125
You did well, Spider-Man!
I am proud of you.

369
00:18:05,125 --> 00:18:07,083
The others can go home,

370
00:18:07,083 --> 00:18:11,333
but there is one more place
that you must visit.

371
00:18:11,333 --> 00:18:13,083
Where to now?

372
00:18:13,083 --> 00:18:15,083
[clears throat] I think
she means my reality.

373
00:18:15,083 --> 00:18:16,875
What am I gonna find there?

374
00:18:16,875 --> 00:18:19,500
More than you can ever imagine.

375
00:18:24,875 --> 00:18:26,458
I don't believe what
you're telling me!

376
00:18:26,458 --> 00:18:28,875
In your reality,
I'm a character in fiction?

377
00:18:28,875 --> 00:18:31,833
Yep, and I'm an actor
who plays you on TV.

378
00:18:31,833 --> 00:18:33,875
But there's someone here
I knew you had to meet.

379
00:18:33,875 --> 00:18:38,000
He's the man who created you,
for fans all over the world!

380
00:18:38,000 --> 00:18:40,708
[man] And I said to Jack,
"What if his skin turns green?"

381
00:18:40,708 --> 00:18:42,833
Uh, [clears throat] excuse me,

382
00:18:42,833 --> 00:18:46,250
I'm looking for some
guy named Stan Lee?

383
00:18:47,083 --> 00:18:49,875
What? Spider-Man?

384
00:18:51,416 --> 00:18:53,875
Uh, Pam, hold my
calls for a while.

385
00:18:53,875 --> 00:18:56,291
I think I've finally
gone crazy!

386
00:18:57,333 --> 00:19:00,125
[Stan] Oh, man! Wow!

387
00:19:01,583 --> 00:19:03,875
You know Spidey,
I've always wanted

388
00:19:03,875 --> 00:19:06,875
to experience
real web-slinging!

389
00:19:06,875 --> 00:19:10,250
And I've always wanted to
appreciated as a real hero!

390
00:19:10,250 --> 00:19:12,875
It seems you've made
me into one! Thanks!

391
00:19:12,875 --> 00:19:15,083
Hey, don't mention it!

392
00:19:15,083 --> 00:19:19,333
After saving all of reality,
where do you go from here?

393
00:19:19,333 --> 00:19:22,208
[Spider-Man]
To find Mary Jane,
my Mary Jane!

394
00:19:22,208 --> 00:19:25,708
I've been told she's still
alive! I can't wait to see her!

395
00:19:27,125 --> 00:19:29,458
You know,
for so long I've thought

396
00:19:29,458 --> 00:19:31,875
that I never got
any breaks, but now,

397
00:19:31,875 --> 00:19:33,958
after all I've been through,
for once,

398
00:19:33,958 --> 00:19:36,958
I like my life, I like myself!

399
00:19:36,958 --> 00:19:38,625
And for the first time ever,

400
00:19:38,625 --> 00:19:41,291
I wouldn't want to change
anything about me!

401
00:19:41,291 --> 00:19:44,125
Gee, you're definitely
not the same

402
00:19:44,125 --> 00:19:46,875
guy I've been writing
about all these years!

403
00:19:46,875 --> 00:19:50,833
Well Stan, we all have to
grow up sometime I suppose,

404
00:19:50,833 --> 00:19:53,416
even us characters of fiction.

405
00:19:53,416 --> 00:19:57,333
Spider-Man, it's time to go.

406
00:19:57,333 --> 00:20:00,125
Who is that exotic lady?

407
00:20:00,125 --> 00:20:02,583
Oh her? She's my ride.

408
00:20:02,583 --> 00:20:06,000
It's been great meeting
you, take care of yourself.

409
00:20:06,000 --> 00:20:09,625
You too, Spider-Man!
Farewell and good luck!

410
00:20:09,625 --> 00:20:13,166
Wow, I wonder how I'm supposed
to get down from here.

411
00:20:13,166 --> 00:20:16,083
I suppose I could wait
for the Fantastic Four

412
00:20:16,083 --> 00:20:18,708
to drop by and give me a lift.

413
00:20:18,708 --> 00:20:21,375
[Spider-Man] That Stan Lee,
he's quite a guy.

414
00:20:21,375 --> 00:20:23,875
I think he's truly special.

415
00:20:23,875 --> 00:20:26,458
Well Madame Web, where to now?

416
00:20:26,458 --> 00:20:28,958
Face front, true believer,

417
00:20:28,958 --> 00:20:32,625
we are going to find
the real Mary Jane Watson!

418
00:20:32,625 --> 00:20:34,083
What?

419
00:20:34,083 --> 00:20:36,000
It has been a long,
hard journey.

420
00:20:36,000 --> 00:20:41,000
And I think you are finally
entitled to some happiness.

421
00:20:41,000 --> 00:20:43,708
Amen to that, dear lady,
amen to that.

422
00:20:45,750 --> 00:20:47,750
[theme music playing]

423
00:20:50,708 --> 00:20:54,833
♪ Spider-Man, Spider-Man ♪

424
00:20:54,833 --> 00:20:58,416
♪ Radioactive Spider-Man ♪

425
00:21:07,000 --> 00:21:08,875
♪ Spider blood, spider blood ♪

426
00:21:08,875 --> 00:21:11,000
♪ Radioactive spider blood ♪

427
00:21:11,000 --> 00:21:12,875
♪ Spider blood, spider blood ♪

428
00:21:12,875 --> 00:21:14,208
♪ Spider-Man ♪