1
00:00:02,568 --> 00:00:04,770
Ah, holidays in new york.
2
00:00:04,772 --> 00:00:07,039
The lights,
the snow, the music...
3
00:00:07,041 --> 00:00:08,440
[alarm ringing]
4
00:00:08,442 --> 00:00:09,708
Those are some of
the worst jingle bells
5
00:00:09,710 --> 00:00:11,076
I've ever heard.
6
00:00:11,078 --> 00:00:12,011
Whoa!
7
00:00:12,013 --> 00:00:13,479
And there's the guilty party
8
00:00:13,481 --> 00:00:15,014
Responsible for the music.
9
00:00:15,016 --> 00:00:17,116
Hold it right there,
shocker!
10
00:00:17,118 --> 00:00:19,685
Robbing a bank...
On christmas eve?
11
00:00:19,687 --> 00:00:21,453
That is lower than...
12
00:00:21,455 --> 00:00:24,289
Huh, is there even a word
for how low that is?
13
00:00:24,291 --> 00:00:28,193
Just call me the scrooge
who shocked christmas!
14
00:00:28,195 --> 00:00:31,463
Yeah, no. I am not
calling you that.
15
00:00:33,566 --> 00:00:34,767
Ah! My communicator!
16
00:00:34,769 --> 00:00:36,402
Just for that,
I'm gonna write a letter
17
00:00:36,404 --> 00:00:38,570
And tell santa to put you
on the naughty list.
18
00:00:40,807 --> 00:00:42,775
Or, I could just knock you out.
19
00:00:46,146 --> 00:00:48,080
That way I don't have
to write the letter.
20
00:00:49,716 --> 00:00:51,316
Cops will pick
you up in a sec.
21
00:00:51,318 --> 00:00:53,786
Oh, and have a happy new year
22
00:00:53,788 --> 00:00:56,088
In jail!
23
00:00:56,090 --> 00:00:58,157
Now to meet up
with my shield team,
24
00:00:58,159 --> 00:01:00,692
And pick up
my christmas present
for aunt may.
25
00:01:00,694 --> 00:01:02,494
Let the good times...
26
00:01:02,496 --> 00:01:04,596
...Roll?
27
00:01:04,598 --> 00:01:05,764
Hello?
28
00:01:05,766 --> 00:01:07,232
Um, guys?
29
00:01:11,204 --> 00:01:12,838
Hey, squirrel girl.
30
00:01:14,674 --> 00:01:17,509
Oh, hey.
31
00:01:17,511 --> 00:01:21,213
Sorry. I'm just
hibernating for...
32
00:01:21,215 --> 00:01:23,182
The foreseeable future.
33
00:01:23,184 --> 00:01:24,783
[snoring]
34
00:01:24,785 --> 00:01:26,752
Gonna let that ridiculous
statement slide
35
00:01:26,754 --> 00:01:28,320
And go right to my question.
36
00:01:28,322 --> 00:01:29,455
Where is everyone?
37
00:01:29,457 --> 00:01:33,258
[yawn]
they left without you.
38
00:01:33,260 --> 00:01:35,461
Said to tell you they're...
39
00:01:35,463 --> 00:01:38,130
What did they say?
What did they say to tell me?
40
00:01:38,132 --> 00:01:41,400
[snores]
41
00:01:46,806 --> 00:01:49,108
[grunts]
42
00:01:51,177 --> 00:01:53,212
My friends ditched me.
43
00:01:53,214 --> 00:01:55,781
My friends ditched me
on christmas eve!
44
00:01:55,783 --> 00:01:57,783
But does a single person
in this city care?
45
00:01:57,785 --> 00:01:59,785
No! Who cares?
46
00:01:59,787 --> 00:02:01,386
It's only spider-man.
47
00:02:01,388 --> 00:02:04,556
Nobody appreciates me.
Why do I even bother?
48
00:02:04,558 --> 00:02:08,360
Sometimes I wonder if being
spider-man is even worth
49
00:02:08,362 --> 00:02:10,329
Stupid snow.
50
00:02:10,331 --> 00:02:12,131
Uh-oh.
51
00:02:12,133 --> 00:02:14,566
Oh stupid, stupid snow!
52
00:02:16,302 --> 00:02:17,836
[screams]
53
00:02:17,838 --> 00:02:20,739
Oh man, I really don't
need this on christmas.
54
00:02:20,741 --> 00:02:23,842
[screams]
55
00:02:38,825 --> 00:02:40,559
Huh? I'm not falling.
56
00:02:40,561 --> 00:02:43,228
Huh, I'm alive!
57
00:02:45,532 --> 00:02:46,798
Spoke too soon.
58
00:02:46,800 --> 00:02:49,935
Ox, fancy dan, and montana!
59
00:02:49,937 --> 00:02:51,503
Also known as...
60
00:02:54,841 --> 00:02:58,911
Aw, and down goes spider-man!
61
00:02:58,913 --> 00:03:01,914
Enforcers, make sure
he stays down!
62
00:03:01,916 --> 00:03:04,550
You can't keep
a good spidey down!
63
00:03:04,552 --> 00:03:05,884
Oh, a wise guy?
64
00:03:05,886 --> 00:03:09,354
Let's see you dodge this,
ya mug!
65
00:03:09,356 --> 00:03:11,757
Montana, ox, and fancy dan?
66
00:03:11,759 --> 00:03:13,892
I haven't fought these guys
since before I joined shield.
67
00:03:16,863 --> 00:03:19,531
How quaint.
Everything is retro.
68
00:03:19,533 --> 00:03:20,866
Either that or you're
losing your mind.
69
00:03:26,773 --> 00:03:27,906
[montana chuckles]
70
00:03:27,908 --> 00:03:29,775
Forget the varmint,
pardners.
71
00:03:29,777 --> 00:03:32,511
We got the truck.
Now mount up!
72
00:03:35,548 --> 00:03:37,416
[truck starts]
73
00:03:38,885 --> 00:03:42,921
Oh no, you don't.
74
00:03:42,923 --> 00:03:44,256
You're not
getting away that--
75
00:03:44,258 --> 00:03:45,924
[screams]
76
00:03:45,926 --> 00:03:47,492
...Easy.
77
00:03:49,830 --> 00:03:53,398
Running out of web fluid
at bad times.
78
00:03:53,400 --> 00:03:55,767
And let the bad times roll.
79
00:03:55,769 --> 00:03:58,303
[booing]
80
00:04:01,708 --> 00:04:03,308
This is the point where
I make a clever quip
81
00:04:03,310 --> 00:04:04,810
And coolly web swing away.
82
00:04:04,812 --> 00:04:06,745
[webshooter puffs]
huh.
83
00:04:06,747 --> 00:04:08,914
...And this is the point
where I lose all pretense
84
00:04:08,916 --> 00:04:10,916
Of dignity
and run away screaming.
85
00:04:18,491 --> 00:04:20,525
Police are on the look out
for the enforcers,
86
00:04:20,527 --> 00:04:22,628
Who made off
with oscorp technology.
87
00:04:22,630 --> 00:04:23,895
Now who's to blame?
88
00:04:23,897 --> 00:04:25,430
You could blame the criminals,
89
00:04:25,432 --> 00:04:26,865
You could blame
their parents,
90
00:04:26,867 --> 00:04:30,669
You could blame a society
that's lost its way,
91
00:04:30,671 --> 00:04:32,304
But I blame spider-man!
92
00:04:32,306 --> 00:04:33,705
Wait a minute,
93
00:04:33,707 --> 00:04:35,440
I've lived through
this before.
94
00:04:35,442 --> 00:04:39,511
The enforcers, my old costume,
the web fluid, the angry crowd.
95
00:04:39,513 --> 00:04:42,748
This is from a christmas past.
Before I joined shield.
96
00:04:42,750 --> 00:04:44,950
What is going on?
97
00:04:44,952 --> 00:04:47,853
[angel spidey]
I was wondering
the same thing.
98
00:04:47,855 --> 00:04:49,888
What are you two
still doing here?
99
00:04:49,890 --> 00:04:51,023
Heck if I know.
100
00:04:51,025 --> 00:04:53,025
I'm only allowed
to say "heck."
101
00:04:53,027 --> 00:04:54,860
It goes against everything
I stand for.
102
00:04:54,862 --> 00:04:56,728
Aw, poor spidey.
103
00:04:56,730 --> 00:04:58,897
It's christmas
and everyone ran out on you.
104
00:04:58,899 --> 00:05:00,232
Who else would
keep you company?
105
00:05:00,234 --> 00:05:01,900
Eh, good point,
but holiday or not,
106
00:05:01,902 --> 00:05:04,369
You two never stick around
to talk to me.
107
00:05:04,371 --> 00:05:06,672
This has to be a dream
or something, right?
108
00:05:06,674 --> 00:05:08,373
If this was a dream,
would this hurt?
109
00:05:08,375 --> 00:05:09,808
Ow! Maybe.
110
00:05:09,810 --> 00:05:11,510
I've had nightmares
like this.
111
00:05:11,512 --> 00:05:13,445
Usually after eating
a bad burrito.
112
00:05:13,447 --> 00:05:15,847
[chuckles]
it must have been
one bad burrito.
113
00:05:15,849 --> 00:05:18,383
You battled the enforcers once,
didn't you?
114
00:05:18,385 --> 00:05:21,753
You ran out of web fluid, too.
What happened before?
115
00:05:21,755 --> 00:05:23,889
They got away.
I got blamed.
116
00:05:23,891 --> 00:05:26,091
Of course you did.
You always get blamed.
117
00:05:26,093 --> 00:05:27,959
'cause nobody appreciates you.
118
00:05:27,961 --> 00:05:30,896
[giggles]
let's change all that.
119
00:05:35,902 --> 00:05:37,069
How did you do that?
120
00:05:37,071 --> 00:05:38,570
You're figments
of my imagination
121
00:05:38,572 --> 00:05:40,639
That make jokes
at my expense.
122
00:05:40,641 --> 00:05:42,007
Helping me isn't
your usual thing.
123
00:05:42,009 --> 00:05:43,809
This ain't a usual thing.
124
00:05:43,811 --> 00:05:45,677
Why don't we see
where this one leads?
125
00:05:45,679 --> 00:05:47,579
If you have
the nerve for it.
126
00:05:49,615 --> 00:05:51,483
Oh, I've got
the nerve for it!
127
00:05:51,485 --> 00:05:54,019
You dared the wrong guy
this time, sizzle-head!
128
00:05:54,021 --> 00:05:55,554
I'll show that little imp.
129
00:05:55,556 --> 00:05:57,956
Hey, these buildings
look awfully familiar.
130
00:05:57,958 --> 00:06:00,859
I could have sworn I've swung
down this street before...
131
00:06:00,861 --> 00:06:02,994
Over and over.
132
00:06:02,996 --> 00:06:04,463
Heh. Must be deja vu.
133
00:06:04,465 --> 00:06:06,631
Wait. Down there in the truck.
134
00:06:06,633 --> 00:06:08,700
It's those enforcer creeps
135
00:06:13,706 --> 00:06:15,941
What in the name
of sam hill was that?
136
00:06:15,943 --> 00:06:18,977
Something done hit us.
137
00:06:18,979 --> 00:06:21,913
"something done hit us?"
oh, ox.
138
00:06:21,915 --> 00:06:25,484
Somewhere your english teacher
is hanging their head in shame.
139
00:06:25,486 --> 00:06:27,486
Hold on boys.
This oughta shake him.
140
00:06:30,690 --> 00:06:32,991
I don't wanna be
a backseat driver
on the roof,
141
00:06:32,993 --> 00:06:36,561
But whoa, montana,
you look angry.
142
00:06:36,563 --> 00:06:40,866
You should never
drive angry.
143
00:06:40,868 --> 00:06:43,835
Are you guys coming up
to see little old me?
144
00:06:43,837 --> 00:06:45,971
And here I didn't think
you liked me.
145
00:06:49,142 --> 00:06:52,778
Ooh, for me?
I have always wanted
a giant cowboy hat.
146
00:06:52,780 --> 00:06:55,013
Fine.
Someday I'll get my own hat!
147
00:06:58,951 --> 00:07:01,186
Ouch. Landed right
on the tush.
148
00:07:01,188 --> 00:07:02,821
Can't believe you
actually call it that.
149
00:07:02,823 --> 00:07:04,089
Haha. "tush."
150
00:07:04,091 --> 00:07:08,093
You two, why are you here?
What's going on?
151
00:07:08,095 --> 00:07:12,798
If I was you, I'd pay more
attention to those guys!
152
00:07:12,800 --> 00:07:15,567
Sorry, fellas.
There's a new sheriff in town.
153
00:07:15,569 --> 00:07:18,203
Just call me sheriff spidey.
Yee-haw!
154
00:07:18,205 --> 00:07:20,505
Hey, did you not hear me?
155
00:07:20,507 --> 00:07:22,874
New sheriff? Yee-haw?
156
00:07:26,946 --> 00:07:28,713
Whoa, heh.
We weren't paying attention.
157
00:07:30,116 --> 00:07:31,683
We almost missed your stop.
158
00:07:31,685 --> 00:07:33,985
[montana and ox struggling]
159
00:07:33,987 --> 00:07:35,821
Better luck
next christmas!
160
00:07:35,823 --> 00:07:37,155
Get me down
from here.
161
00:07:40,827 --> 00:07:43,028
Fancy dan! Two hands
on the wheel, buddy!
162
00:07:46,466 --> 00:07:48,967
Ooh, now I get to drive.
163
00:07:48,969 --> 00:07:50,535
Whoa, uh-oh.
164
00:07:50,537 --> 00:07:53,638
I got the wheel!
Oh you gotta be kidding me.
165
00:07:53,640 --> 00:07:54,706
Brakes!
166
00:07:54,708 --> 00:07:56,608
[truck accelerating]
167
00:07:56,610 --> 00:07:59,878
No, hit the brakes.
The brakes!
168
00:08:08,020 --> 00:08:10,055
Wait, I'm back here?
169
00:08:10,057 --> 00:08:11,189
What happened
to the enforcers,
170
00:08:11,191 --> 00:08:12,557
And the truck.
171
00:08:12,559 --> 00:08:13,992
Did I stop them?
172
00:08:13,994 --> 00:08:16,628
Doesn't matter.
Of course it matters.
173
00:08:16,630 --> 00:08:19,998
No, it doesn't,
'cause whatever you do,
people'll still hate you.
174
00:08:20,000 --> 00:08:22,801
They'll blame you.
They'll never appreciate you.
175
00:08:22,803 --> 00:08:26,538
[alarm ringing]
176
00:08:28,774 --> 00:08:30,609
This is my chance
to do a better job.
177
00:08:30,611 --> 00:08:34,012
Do it in a way where everyone
will appreciate what I do.
178
00:08:36,215 --> 00:08:39,150
Hey, you can't steal
what I already stole!
179
00:08:41,554 --> 00:08:43,622
You really think
any of this is going
to make a difference?
180
00:08:55,935 --> 00:08:57,602
That's why I'm spider-man.
181
00:08:57,604 --> 00:08:59,070
To make a difference.
182
00:08:59,072 --> 00:09:02,107
[jameson]
and there he is again,
that wall-crawling menace.
183
00:09:02,109 --> 00:09:05,143
Leaving destruction behind him
everywhere he goes,
184
00:09:05,145 --> 00:09:07,178
Even on christmas eve!
185
00:09:07,180 --> 00:09:10,682
Have you no shame, spider-man?
186
00:09:10,684 --> 00:09:11,917
But I'm only trying to help.
187
00:09:11,919 --> 00:09:13,585
[crowd yelling]
188
00:09:13,587 --> 00:09:14,953
[man]
hey, there he is,
that menace!
189
00:09:14,955 --> 00:09:18,256
[crowd yelling]
put on some pants.
190
00:09:18,258 --> 00:09:20,825
This has to be a nightmare.
191
00:09:20,827 --> 00:09:22,661
Sure,
this is all a nightmare,
192
00:09:22,663 --> 00:09:24,930
Because in real life,
everybody loves you.
193
00:09:29,802 --> 00:09:30,869
[whimpers]
194
00:09:30,871 --> 00:09:33,672
I... Can't win.
195
00:09:33,674 --> 00:09:35,040
[laughs]
196
00:09:40,680 --> 00:09:41,780
This isn't a dream.
197
00:09:41,782 --> 00:09:43,181
It's a moment of clarity.
198
00:09:50,923 --> 00:09:53,158
Spider-man no more.
199
00:09:53,160 --> 00:09:54,893
You feel it, don't you?
200
00:09:54,895 --> 00:09:57,329
Like a giant weight's been
lifted off your shoulders?
201
00:09:57,331 --> 00:09:58,930
Let's see how much
better things
202
00:09:58,932 --> 00:10:00,665
Will be for you from now on.
203
00:10:04,337 --> 00:10:08,273
What are you--
[yelling]
204
00:10:08,275 --> 00:10:11,343
[aunt may]
peter? Peter, wake up.
205
00:10:12,278 --> 00:10:13,778
Aunt may?
206
00:10:13,780 --> 00:10:15,347
Whoa! Aunt may.
207
00:10:15,349 --> 00:10:16,681
Morning, peter.
208
00:10:16,683 --> 00:10:18,149
Happy day before christmas.
209
00:10:18,151 --> 00:10:19,851
Breakfast will be
on the table in a sec.
210
00:10:19,853 --> 00:10:21,386
I'll get the windows.
211
00:10:24,123 --> 00:10:27,025
Aunt may,
is this all mine?
212
00:10:27,027 --> 00:10:29,928
Of course. The entire
parker tower is yours.
213
00:10:29,930 --> 00:10:33,798
Now hurry up, peter.
You've got a busy day.
214
00:10:33,800 --> 00:10:36,167
You're due at city hall
to get another key to the city
215
00:10:36,169 --> 00:10:38,136
For inventing your
pollution neutralizer,
216
00:10:38,138 --> 00:10:40,071
An autograph signing,
and then dinner
217
00:10:40,073 --> 00:10:41,773
With some consortium
of supermodels.
218
00:10:41,775 --> 00:10:45,744
Christmas future.
I have tony stark's life.
219
00:10:46,879 --> 00:10:49,781
Except it's my life.
220
00:10:49,783 --> 00:10:51,883
[devil spidey]
you quit being spider-man.
221
00:10:51,885 --> 00:10:55,787
Now you're a beloved
billionaire genius inventor.
222
00:10:55,789 --> 00:10:58,256
Look how good
your life is.
223
00:10:58,258 --> 00:10:59,658
Yeah.
224
00:10:59,660 --> 00:11:00,892
From here,
it looks pretty good.
225
00:11:00,894 --> 00:11:02,894
Peter, you got a message.
226
00:11:02,896 --> 00:11:04,863
The goblin king needs
to reschedule your meeting.
227
00:11:04,865 --> 00:11:06,331
Sure thing, aunt may.
228
00:11:06,333 --> 00:11:08,099
Wait, goblin king?
229
00:11:11,671 --> 00:11:14,739
Don't tell me where we are.
Tell me where they are!
230
00:11:14,741 --> 00:11:16,241
Hawkeye, nova?
231
00:11:16,243 --> 00:11:17,375
Spidey?
232
00:11:17,377 --> 00:11:20,011
Is that you?
Get down.
233
00:11:26,185 --> 00:11:27,886
These things...
234
00:11:27,888 --> 00:11:30,021
They're osborn's
spider super soldiers!
235
00:11:45,104 --> 00:11:48,239
Nova, look out.
236
00:11:48,241 --> 00:11:50,041
Can't believe
it's really you, webs.
237
00:11:50,043 --> 00:11:51,910
I can't believe that
the goblin is king.
238
00:11:51,912 --> 00:11:54,846
Save us your concern.
Goblin only took power
239
00:11:54,848 --> 00:11:56,715
After you quit being a hero.
240
00:11:56,717 --> 00:11:58,116
You're nothing
but a traitor!
241
00:11:58,118 --> 00:11:59,217
[bomb beeping]
242
00:11:59,219 --> 00:12:00,685
Look out!
243
00:12:06,926 --> 00:12:07,992
No!
244
00:12:11,864 --> 00:12:13,064
What're we going to do?
245
00:12:13,066 --> 00:12:15,800
Goblin rules the future,
and he has my friends!
246
00:12:15,802 --> 00:12:19,137
"friends."
friends like hawkeye?
247
00:12:19,139 --> 00:12:21,506
You heard him.
You tried to help him,
248
00:12:21,508 --> 00:12:24,743
Save his life,
and he still thinks
you're a traitor!
249
00:12:24,745 --> 00:12:27,879
Besides, you gave up
being spider-man, remember?
250
00:12:27,881 --> 00:12:30,048
I need my costume
and web shooters.
251
00:12:30,050 --> 00:12:32,417
Listen to me carefully.
252
00:12:32,419 --> 00:12:37,222
You have it all, everything
you've ever dreamed of,
253
00:12:37,224 --> 00:12:39,991
But that's because
you're peter parker,
254
00:12:39,993 --> 00:12:41,259
If you put on the costume
255
00:12:41,261 --> 00:12:43,962
You'll be stuck
as a spider-man again.
256
00:12:43,964 --> 00:12:46,331
And everyone will hate you.
257
00:12:46,333 --> 00:12:49,267
Choose carefully.
258
00:12:52,905 --> 00:12:54,305
It's an easy choice.
259
00:12:54,307 --> 00:12:56,074
[annoyed grunt]
260
00:12:56,076 --> 00:12:57,809
Spider-man is back!
261
00:13:01,847 --> 00:13:04,048
Okay, goblin, here I come!
262
00:13:09,922 --> 00:13:11,856
This is the future
under goblin.
263
00:13:11,858 --> 00:13:13,458
Spidey sense isn't tingling,
264
00:13:13,460 --> 00:13:16,561
But my "eww-this-is-creepy"
sense is banging like a gong.
265
00:13:21,500 --> 00:13:23,434
Hold on, guys.
I'll get you out.
266
00:13:23,436 --> 00:13:25,470
[goblin]
spider-man?
267
00:13:25,472 --> 00:13:27,438
Goblin?
268
00:13:27,440 --> 00:13:30,575
Now this is
an intriguing development.
269
00:13:30,577 --> 00:13:33,311
I would've called ahead,
but, you know,
270
00:13:33,313 --> 00:13:35,013
I didn't want
to spoil the surprise.
271
00:13:35,015 --> 00:13:37,882
Ah, the old spider-man wit.
272
00:13:37,884 --> 00:13:40,418
How it takes me
back to hear it again.
273
00:13:40,420 --> 00:13:43,822
How I won't miss it
when it's gone.
274
00:13:53,899 --> 00:13:57,001
Goblin,
what have you done?
275
00:13:57,003 --> 00:14:00,004
Goblin king, if you please.
276
00:14:00,006 --> 00:14:01,406
And as you can see,
277
00:14:01,408 --> 00:14:05,143
It's good to be king.
278
00:14:05,145 --> 00:14:07,946
This can't be happening!
This is impossible!
279
00:14:07,948 --> 00:14:11,182
Nova's helmet and hawkeye's bow
will have to wait.
280
00:14:11,184 --> 00:14:13,885
For my next trophy,
I'm thinking of hanging
281
00:14:13,887 --> 00:14:16,020
Something special on my wall...
282
00:14:16,022 --> 00:14:17,422
Your head!
283
00:14:21,360 --> 00:14:22,861
[growls]
284
00:14:27,967 --> 00:14:29,601
You shouldn't be able
to use thor's hammer.
285
00:14:29,603 --> 00:14:31,469
No one's able
to use thor's hammer.
286
00:14:38,878 --> 00:14:40,278
Oh, but I can't.
287
00:14:40,280 --> 00:14:44,916
I destroyed thor
and the avengers and shield,
288
00:14:44,918 --> 00:14:47,051
And everyone who
stood against me.
289
00:14:47,053 --> 00:14:49,621
Your friends put up
quite a fight.
290
00:14:49,623 --> 00:14:53,224
But they met their end,
as will you.
291
00:14:53,226 --> 00:14:54,959
[struggling]
292
00:14:54,961 --> 00:14:55,927
Not this time.
293
00:14:55,929 --> 00:14:57,929
[goblin groans]
294
00:15:01,100 --> 00:15:02,533
Huh?
295
00:15:02,535 --> 00:15:04,569
Yikes!
296
00:15:08,974 --> 00:15:10,909
I haven't fought you
in very long time.
297
00:15:10,911 --> 00:15:13,544
I barely remember
what it's like.
298
00:15:13,546 --> 00:15:16,648
It's all coming back
to me now!
299
00:15:20,319 --> 00:15:22,520
Hah. It's coming
back to me, too!
300
00:15:22,522 --> 00:15:25,056
You remember when
I used to do this?
301
00:15:25,058 --> 00:15:27,058
[groans]
302
00:15:33,132 --> 00:15:35,233
This is for what
you did to iron man!
303
00:15:35,235 --> 00:15:37,101
This is for what
you did to cap!
304
00:15:37,103 --> 00:15:40,939
Black widow...
Falcon... And hulk.
305
00:15:40,941 --> 00:15:42,307
This is for everything
else you did when
306
00:15:42,309 --> 00:15:44,409
I wasn't here
to stop you!
307
00:15:55,187 --> 00:15:57,455
[breathing heavily]
308
00:15:57,457 --> 00:15:58,690
[angel spidey]
what have you done?
309
00:15:58,692 --> 00:16:02,060
You did exactly
what he wanted.
310
00:16:02,062 --> 00:16:04,329
Exactly what I was trying
to warn you about.
311
00:16:04,331 --> 00:16:05,630
Warn me about what?
312
00:16:09,501 --> 00:16:11,002
[burps]
313
00:16:11,004 --> 00:16:12,971
[laughs]
314
00:16:12,973 --> 00:16:17,408
Something wrong?
315
00:16:17,410 --> 00:16:21,212
You act like you've never
seen a nightmare before.
316
00:16:21,214 --> 00:16:22,647
Nightmare.
317
00:16:22,649 --> 00:16:25,149
Had a feeling you had
a creepy pasty hand in this.
318
00:16:25,151 --> 00:16:29,620
Save your energy, spider-man.
You can't hurt me.
319
00:16:29,622 --> 00:16:32,323
Besides, I'm not
here to fight.
320
00:16:32,325 --> 00:16:34,726
I'm here to help you.
321
00:16:34,728 --> 00:16:36,060
Huh, no kidding?
322
00:16:36,062 --> 00:16:37,595
I love accepting
help from evil.
323
00:16:41,333 --> 00:16:43,067
I did you a favor.
324
00:16:43,069 --> 00:16:45,236
Showing you what
your life will be like
325
00:16:45,238 --> 00:16:47,372
If you give up
being spider-man.
326
00:16:47,374 --> 00:16:50,041
Without that costume,
you could be
327
00:16:50,043 --> 00:16:52,643
As rich and as famous
328
00:16:52,645 --> 00:16:56,214
And as happy as tony stark.
329
00:17:00,085 --> 00:17:02,020
Everything you see before you,
330
00:17:02,022 --> 00:17:06,791
It can all be yours.
331
00:17:06,793 --> 00:17:09,527
All I see are the consequences
of what happens when I give up.
332
00:17:09,529 --> 00:17:11,662
Get this through your
weirdly shaped skull.
333
00:17:11,664 --> 00:17:15,199
I am spider-man.
And I am never giving it up.
334
00:17:15,201 --> 00:17:17,668
[annoyed grunt]
335
00:17:17,670 --> 00:17:20,772
You reject the life
I could have given you?
336
00:17:20,774 --> 00:17:25,376
Then I'll take
the pitiful life you have!
337
00:17:29,048 --> 00:17:32,050
My life may be pitiful,
but it's my life.
338
00:17:32,052 --> 00:17:34,519
And you know what?
I like my life!
339
00:17:35,521 --> 00:17:37,822
Keep talking, spider-man.
340
00:17:37,824 --> 00:17:42,827
Scream if you want.
No one will hear you.
341
00:17:42,829 --> 00:17:46,130
'tis the stuff of nightmares.
342
00:17:46,132 --> 00:17:48,199
[evil laughter]
343
00:17:49,835 --> 00:17:52,070
Gonna be honest.
I'm not impressed.
344
00:17:53,439 --> 00:17:56,307
So be it, spider-man.
345
00:17:56,309 --> 00:18:00,144
[screams]
346
00:18:00,146 --> 00:18:03,314
[thud]
[groans]
347
00:18:03,316 --> 00:18:06,184
Whoa, somebody's been
drinking their milk.
348
00:18:06,186 --> 00:18:07,752
When I have enough power,
349
00:18:07,754 --> 00:18:09,754
I'll be able
to enter your world,
350
00:18:09,756 --> 00:18:13,124
And feed off
the fear of everyone.
351
00:18:15,194 --> 00:18:17,395
Feeding on fear?
C'mon, eat healthy!
352
00:18:17,397 --> 00:18:20,098
Fear has like
zero nutritional value.
353
00:18:22,534 --> 00:18:23,801
[spider-man yelps]
354
00:18:23,803 --> 00:18:26,871
With every passing moment,
you grow weaker,
355
00:18:26,873 --> 00:18:29,841
While I grow stronger.
356
00:18:29,843 --> 00:18:31,275
More powerful.
357
00:18:31,277 --> 00:18:33,377
Feeding off your insecurities,
358
00:18:33,379 --> 00:18:36,481
Your fears, your nightmares.
359
00:18:36,483 --> 00:18:38,649
First off, your feet are filthy.
360
00:18:38,651 --> 00:18:40,218
I don't know who else
you've stepped on,
361
00:18:40,220 --> 00:18:42,620
And I don't want to know.
362
00:18:42,622 --> 00:18:45,890
And a little fyi,
you're not the only
one with power!
363
00:18:45,892 --> 00:18:47,658
[straining]
364
00:18:50,229 --> 00:18:51,762
The power you get
from my fears
365
00:18:51,764 --> 00:18:53,331
Is no where close
to the power I get
366
00:18:53,333 --> 00:18:55,166
From the good
I do as spider-man.
367
00:19:07,179 --> 00:19:11,349
Impossible!
Fear is the strongest force!
368
00:19:11,351 --> 00:19:14,285
And fear rules supreme!
369
00:19:14,287 --> 00:19:16,587
Well I'm afraid...
370
00:19:16,589 --> 00:19:17,889
...You've lost.
371
00:19:17,891 --> 00:19:20,491
And so have you!
372
00:19:20,493 --> 00:19:23,361
[bridge collapsing]
373
00:19:23,363 --> 00:19:24,362
[yelps]
374
00:19:24,364 --> 00:19:27,165
I'll be fine.
375
00:19:27,167 --> 00:19:30,301
You'll hit the bottom
and never wake again.
376
00:19:32,237 --> 00:19:33,871
You're not scaring me.
377
00:19:33,873 --> 00:19:35,239
I know this
is all your doing.
378
00:19:35,241 --> 00:19:37,175
And I know
you have no power.
379
00:19:37,177 --> 00:19:39,877
You could have
had everything--
380
00:19:39,879 --> 00:19:43,181
Popularity, riches, fame--
381
00:19:43,183 --> 00:19:46,217
And you threw it
all away for nothing!
382
00:19:46,219 --> 00:19:49,921
If you believe that, then you
were the one who was dreaming!
383
00:19:49,923 --> 00:19:53,324
[nova]
yo, webs!
Are you hurt?
384
00:19:53,326 --> 00:19:54,792
Webs!
385
00:19:55,928 --> 00:19:57,495
Ah, yeah. You're okay.
386
00:19:57,497 --> 00:19:58,763
Uh, why are you hitting me?
387
00:19:58,765 --> 00:20:00,798
And why are you
asking if I'm okay
388
00:20:00,800 --> 00:20:02,300
At the same time
you're hitting me?
389
00:20:02,302 --> 00:20:03,901
I dunno,
seemed like the right thing
390
00:20:03,903 --> 00:20:04,936
To do at the time.
391
00:20:04,938 --> 00:20:06,971
Wait, what time is it?
392
00:20:06,973 --> 00:20:09,774
Did I miss christmas?
Is it too late to pick up
my gift for aunt may?
393
00:20:09,776 --> 00:20:11,576
Whoa. Easy.
394
00:20:11,578 --> 00:20:14,478
We picked up your present for
aunt may. Wrapped it, too.
395
00:20:14,480 --> 00:20:16,814
Where did you guys go?
I came back and you were gone.
396
00:20:16,816 --> 00:20:18,482
We changed plans.
397
00:20:18,484 --> 00:20:19,684
Tried to call you,
but when you didn't answer,
398
00:20:19,686 --> 00:20:20,985
We went out to look for you.
399
00:20:20,987 --> 00:20:22,887
Man, didn't squirrel girl
tell you anything?
400
00:20:22,889 --> 00:20:23,888
Don't worry about it.
401
00:20:23,890 --> 00:20:24,956
[bell dongs]
402
00:20:24,958 --> 00:20:26,691
Look at that.
403
00:20:26,693 --> 00:20:30,628
Like something
out of a dream.
404
00:20:30,630 --> 00:20:33,831
[luke]
sweet christmas tree,
mrs. Parker.
405
00:20:33,833 --> 00:20:36,801
Football tickets?
Thanks, danny.
406
00:20:36,803 --> 00:20:38,903
Uh, what I always wanted.
407
00:20:38,905 --> 00:20:41,672
Hmm. Those were supposed
to be for luke.
408
00:20:41,674 --> 00:20:43,241
Then he must have your...
409
00:20:43,243 --> 00:20:46,811
What? I think this
makes me look good.
410
00:20:46,813 --> 00:20:48,579
Gimme that!
[sam]
come on!
411
00:20:48,581 --> 00:20:50,848
Seriously, you guys?
The holidays are supposed
412
00:20:50,850 --> 00:20:52,883
To be about caring and giving.
413
00:20:52,885 --> 00:20:55,853
Bunny slippers are just...
Gahh!
414
00:20:55,855 --> 00:20:59,257
After all this time,
you finally got me
a present on time?
415
00:20:59,259 --> 00:21:00,858
What, is this a present
from last year
416
00:21:00,860 --> 00:21:02,927
You're just getting
around to giving me?
417
00:21:02,929 --> 00:21:05,296
Just open it.
418
00:21:05,298 --> 00:21:08,332
[aunt may]
peter, it's beautiful.
419
00:21:08,334 --> 00:21:09,900
I saw it
and thought of you.
420
00:21:09,902 --> 00:21:11,402
So you can always
keep an eye
421
00:21:11,404 --> 00:21:13,304
On your past, your present,
and your future.
422
00:21:13,306 --> 00:21:16,407
I love it.
Thank you, peter. Oh, oh!
423
00:21:16,409 --> 00:21:18,776
Open mine, open mine!
424
00:21:18,778 --> 00:21:19,944
Do you like it?
425
00:21:19,946 --> 00:21:22,313
If don't,
we can exchange it.
426
00:21:24,783 --> 00:21:26,817
Aunt may...
427
00:21:28,320 --> 00:21:29,787
I wouldn't change a thing.
428
00:21:29,789 --> 00:21:31,622
Happy holidays, everybody!