"?" "Spider-Man, Spider-Man ?" "?" "Radioactive Spider-Man ?" "?" "Spider-Man, Spider-Man ?" "?" "Radioactive Spider-Man ?" "?" "Spider-Man, Spider-Man ?" "?" "Radioactive Spider-Man ?" "?" "Spider blood, spider blood ?" "?" "Radioactive spider blood ?" "?" "Spider blood, spider blood ?" "?" "Radioactive spider blood ?" "[Roars]" "?" "Spider-Man, Spider-Man ?" "PETER:" "Life is like a thunderstorm." "It's unpredictable... uncontrollable, sometimes even dangerous." "We'd like to think we have a handle on life... that we're in charge." "Then, without warning... we find out how wrong we really are." "PROSECUTOR:" "This man has perpetrated... the most heinous crime a citizen can commit." "He is a danger to the very well-being of our society." "Therefore, I urge that there be no bail... for the defendant, Peter Parker." "[Thunder crashing]" "Your Honor, my client is innocent." "He demands his freedom to prove it." "That's for a jury to determine." "I order the defendant held without bond." "Bailiffs, take him away." "I can't believe this is happening to me." "It's as if I stepped into a Kafka novel." "I could use my powers to break away... but I'd have to reveal that I'm Spider-Man." "That would be too dangerous for Aunt May." "As if this hasn't hurt her enough already." "Parker!" "." "What makes you think you'd get away with it?" "[Boom]" "Now what's happening?" "Sounds like World War lll's going on outside." "What's the matter, kid?" "Haven't you ever seen Spider-Man before?" "[Boom]" "[Thud]" "[People screeming]" "J-3 Eagle to base, I'm gonna try to get closer and follow them." "A smoke screen!" "So, Parker, wanna take my picture now?" "How about an interview?" "I have questions, all right." "Like, "Who is this phony freak?"" "And "How did I get caught up in this mess, anyway?"" "I guess it started when a man named Richard Fisk... called me out of nowhere to offer me a job." "I didn't know Richard Fisk but he sure knew a lot about me." "...top two percentile of your class." "A winner of the prestigious DeValle science award." "Mr. Parker, we are all very impressed with you." "But there is one achievement of yours... that dwarfs everything else." "You saved my father's life." "What?" "Mr." "Parker, my father..." "Wilson Fisk." "Greetings, young man." "Wilson Fisk--of course!" "He's the wealthy philanthropist... that the Hobgoblin tried to assassinate." "I have been looking for just the right way... of expressing my gratitude to you." "I think I have found it." "My son has come home from Europe... to be the chairman of my newest company, Fisktronics." "The company will service large computer systems." "I believe this is one of your fields of interest." "Yes!" "It certainly is!" "I will arrange security clearance for you." "You are interested in a work-study endowment?" "Interested?" "Are you kidding-- when do I start?" "Immediately." "Just place your future in my hands." "Those hands could have held ten people's futures-- or crushed them all in the blink of an eye." "[Helicopter whirring]" "PETER:" "It was a great job." "Most of the Fisktronics clients were in defense... and they used the most cutting-edge... digital technology there was." "Not that I ever saw anything really top secret." "As the system's operations trouble-shooter..." "I just interfaced the diagnostic machine... into the computer networks." "It gave me a disk... pointing out possible memory errors..." "I.O. conflicts, node failures-- routine stuff." "But the best part was I made just enough money... to make an old dream come true." "Quit?" "!" "You ungrateful upstart!" "I took you in when you were just a kid off the street!" "I sweated blood teaching you the news business." "And for all my troubles you do this to me?" "You can't quit." "You want to know why?" "Because you're fired!" "J.J., I'll never forget you, no matter how hard I try." "You'll come crawling back!" "Mark my words!" "You'll be crawling on your belly just like all of them do!" "Peter, how'd he take the news?" "I don't think he'll be crying himself to sleep over losing me." "Don't be too sure." "Jonah doesn't know how to show it... but he does have a softer side." "I honestly think he likes you." "That was a surprise." "But I was in for a lot of surprises from then on." "It was all routine the next day." "The machine did its thing... and gave me a disk with the diagnostic." "For once it seemed like my life... was finally starting to come together." "One, please, with lots of mustard." "Hey, why is my spider sense" "Don't move!" "So are you trying to tell me this is bad for my cholesterol?" "He's getting away!" "Where'd he go?" "I don't know." "But we've got to get that disk!" "My diagnostic disk?" "Why would anyone want that?" "We've got units closing all the streets." "He can't get away." "I don't know who these guys are, but I'm sure gonna find out." "What now?" "It's Spider-Man!" "He might be Parker's accomplice!" "Has the world gone crazy?" "What's all this about?" "I've lost them." "The scary thing is... they were originally after Peter Parker, not Spider-Man." "Aunt May?" "Peter!" "I didn't know you were upstairs." "Aren't you home a little early from your new job?" "It's a long story." "But the important thing is-- are you all right?" "Of course." "Why wouldn't I be?" "Oh, dear!" "Hold it right there, Parker!" "I can't risk a battle here." "Aunt May could get hurt." "We'll see what the police have to say about this." "Ma'am, we are the police." "Detective Terri Lee, NYPD." "Long time no see, Parker." "Allow me to introduce you to federal agent Susan Choi." ""Federal agent"?" "Well, what do you want with me?" "We want that computer disk, for starters." "But it's just diagnostic data." "Oh, really?" "I say it's full of classified defense plans." "We knew somebody in Fisk's company... was selling government secrets." "Now we finally found the traitor--you!" "I don't know what you're talking about." "I knew nothing about this." "Tell it to the judge." "Read him his rights." "Terri, you know me." "I wouldn't betray my country!" "Parker, you better get yourself a good lawyer." "But Peter's a good boy." "There's got to be an explanation." "For his sake, I hope it's a good one." "[Cane tapping]" "GUARD:" "Parker, your lawyer's here." "You're my lawyer?" "You sound surprised." "No, I mean--I'm sorry." "I've just never met a blind lawyer before." "Well, I've never met an accused traitor before, so we're even." "My name's Murdock, Matt Murdock." "The famous criminal defense lawyer?" "But I can't afford you." "Well, somebody sent me a big cash retainer." "So until it runs out, I'm your man- if you want me." "Of course!" "Good." "They say justice is also blind... so I like to think it gives me a leg up on the competition." "Judging from what you've gotten yourself into... we're gonna need every bit of help we can get." "First of all, I need answers." "[Helicopter whirring]" "PETER:" "Up until this moment, I've had precious few to offer." "That's why I've let these creeps kidnap me." "Have I put myself in even greater danger than before?" "Mr. Fisk, what are you doing here?" "Someone in my organization made an awful mistake... one which might have exposed me to imminent prosecution." "I needed to find somebody to take the fall, as they say... and you are that unfortunate person." "You're the one who framed me?" "Yes, and I engineered your escape... so as to leave no doubt in anyone's mind... that you are guilty-- you and Spider-Man." "Good work, Chameleon." "My pleasure." "Unfortunately, as I no longer have use for you..." "I must be leaving." "Oh, please note-- not even your friend Spider-Man could break out of this cell." "[Gasping]" "There's no air vent in here." "FlSK:" "Note, also, that you have only enough air... to last a few minutes." "Good-bye, Parker." "Good-bye forever." "Not much air left." "Fisk was right about this door." "Spider-Man can't move it." "I'm done for!" "[Gasping]" "Can't...breathe." "[Gasping]" "FlSK:" "My father, the Kingpin, will be pleased." "We've saved him from federal prosecution." "How ironic that Parker should be branded a traitor... especially after what you've told us about his parents." "[Cocks gun]" "[Guns cocking]" "Where'd he go?" "Right here!" "What happened to the lights?" "[Gasping]" "Can't breathe." "Don't think I'm gonna make it." "Murdock sent me to get you out." "Who are you?" "I'm called the Daredevil." "Let's go!" "What happened to these guys?" "Me." "There's two men at the far end of the roof... behind the sign." "One's out of shape." "He's breathing hard." "His heart's pounding." "This guy could give my spider sense a run for its money." "Daredevil, huh?" "I like your style." "Murdock thinks you've been framed." "You'll be safe here until he can prove it." "Hold it!" "Where are you going?" "The night is young... and there's work to be done." "Wait a minute." "Where am I?" "So how did you like my friend Daredevil?" "Well, there's one thing I'm still curious about." "Why am I helping you?" "Maybe it's because I know what it's like... when the deck's stacked against you." "My dad was a fighter." "[Cheering]" "[Bell ringing]" "It's what he'd always been." "He knew everything about the business." "[Punches landing]" "Except when to get out." "Dad's time in the ring was over, but he had a kid to support... so he took a job collecting money... for an up-and-coming mobster and sold his soul." "Here's the money!" "I couldn't deal with the shame of what I'd seen my dad doing." "It was the last thing I ever saw." "[Crash]" "The stuff in the truck was radioactive waste." "It was against the law to transport it through the city... but someone didn't care about the law or about broken lives... or about the value of life at all." "That someone was a crime boss who calls himself the Kingpin." "Dad made a vow that he'd pay." "He was on his way to the police when" "[Clatter]" "My dad was never seen again." "Do you know who this Kingpin guy is?" "I have my suspicions." "But since I have no evidence... it's better I keep my suspicions to myself." "But you think Richard Fisk is working for him." "Yes." "I'm sure of it." "The Kingpin's a dangerous man." "His influence is far-reaching." "But someday he'll meet his match." "Someday soon." "But I do go on." "You could probably use some rest." "How about if I let you?" "Thanks, Matt--for everything." "But there's no rest for Spider-Man." "I wish I could have told you the whole story, Parker." "Told you about how the accident changed me." "My blindness seemed to enhance all my other senses-- smell, touch, taste." "Now I could see better than before." "It was a kind of a natural radar... but it was so new, it confused me." "Then I met a mysterious man named Stick." "I wish the world could know about all the effort... all the long hours where Stick took a lost, lonely blind kid... and taught me to see-- in ways I never knew existed." "That accident had changed me." "Was it the radiation?" "Or does it matter?" "Stick was my mentor." "He helped me... to live up to the nickname that the kids used to tease me... when they thought I was blind and helpless--"The Daredevil."" "Now I am confident." "Fearless." "And I'm so close to confronting my greatest enemy." "He'll pay for what he's done to the innocent... to the helpless, to my father." "Now, please, May, let us make dinner." "You've got enough on your mind." "Why, Anna Watson, you're being so kind you're embarrassing me." "Oh, but you win." "I am feeling a little tired." "Poor woman." "I never did trust Peter." "Always gone when May needed him." "And now this!" "Aunt Anna!" "Are you saying Peter's guilty?" "How can you even think that?" "Mark my words." "There's something odd about that boy." "She doesn't need to hear this." "May?" "You feel like having Brussels sprouts tonight?" "You look ill." "Mary Jane!" "Call an ambulance." "Hurry!" "Cop guarding the front." "In case I return, no doubt." "I hate the sewer!" "Whenever I have to use it, I'm eternally grateful..." "I wasn't bitten by a radioactive rat." "I hope Aunt May is getting a good night's sleep." "I hope Aunt May is getting a good night's sleep." "This has been really tough on her." "My hunch is that if there's any way in the world... to clear my name, I'll find it here at Fisktronics." "The whole Fisktronics system routes through these mainframes." "Wait a minute." "This looks interesting." "Hey, I'm one of the good guys." "Then why'd you help Fisk kidnap Parker?" "Just my luck--this guy thinks I kidnapped me." "Look, I've been framed, too!" "I need that disk to clear myself." "Oh, really?" "More likely you're planting evidence against Parker." "I gotta stop underestimating him." "He seems to have a second sense about everything." "Listen, I don't want to fight you... but if you don't stop swinging and start listening" "That's it!" "I've had it!" "Start the timer." "Now!" "That's what we came here for." "But what if all our guys don't get out?" "You want to tell the Kingpin we failed to blow this place up?" "[Beeping]" "You wouldn't be trying to destroy evidence, would you?" "And just who is this Kingpin?" "Freeze, Spider-Man!" "Nice--not only do we burn the evidence, but you, too." "Spider-Man, just stay right where you" "Everyone, get out of here!" "The fire bomb's gonna blow!" "Maybe there's an override." "[Cocking]" "Look out!" "[Beeping faster]" "[Boom]" "[Boom]" "[Boom]" "Nice save!" "Thanks." "We've got to get that data disk before it melts away... any chance of clearing Peter Parker." "Here, wouldn't want you to lose this." "Come on." "Why are you so interested in helping Parker?" "I like his work." "He always shoots my good side." "Daredevil, hang on!" "I hate to leave you, but if I don't get that disk..." "Peter Parker will be cooked." "I hope this software isn't soft-boiled yet." "Download complete." "Yes!" "Get away from that computer." "He's done for." "Let's get out of here!" "This time I'm getting you out of here." "How?" "You can't see your way through this smoke." "Maybe some of us look at the world differently than others." "Thanks." "You saved me." "Actually, I was saving Peter Parker." "Excuse me?" "You got that disk, right?" "Oh, yeah, right." "The disk." "This data will clear Parker." "Get it to your pal, Matt Murdock." "I'm sure he'll be grateful-- as I am--for everything." "Hey, we're even." "Since you and I appear to be on the same team..." "I should tell you who our real adversary is in all this." "His name is Wilson Fisk." "The entrepreneur and philanthropist?" "That's all a facade." "Fisk is really a devious criminal mastermind... who calls himself the Kingpin." "Wilson Fisk?" "Wait a minute." "That would explain why the Hobgoblin was after him." "Spider sense!" "Federal agents!" "Freeze!" "Let's split up." "Move!" "Stop them!" "Stop them!" "Time to pack it in for the night." "Hope Daredevil got away, too." "Agent Choi, I need to talk to you about Peter Parker." "He is no traitor... and you certainly can't blame him for this." "I'm a little busy, Detective." "Have you followed up on the other leads?" "Who's the guy in the red suit?" "How are the Fisks involved?" "Why are you rushing to judgment... before you've fully investigated?" "As far as I'm concerned, this investigation is over." "All that's left is capturing Parker." "You're out of your jurisdiction here." "Now get lost or I'll have you hauled in for a reprimand!" "Every trace of the secret data has gone up in flames." "And so has my building." "Yes." "But my plan to frame Parker is succeeding." "Wrong." "Peter Parker has escaped." "What?" "Fools!" "With Parker loose, the whole scheme may be in jeopardy." "It's worse than you think." "Take a look at what our security camera taped." "How did Spider-Man know where to look?" "Who is leaking information?" "This is all your fault." "It was your bad idea... to frame Parker in the first place." "But the feds were onto our data-smuggling operation." "It seemed like the most elegant way to throw them off our trail." "We are under even more scrutiny now than before." "And at this moment, Spider-Man may hold... the most incriminating evidence against me." "May Parker..." "Wait." "Listen to this." "...the aunt of fugitive Peter Parker... reportedly collapsed in her home." "She's been rushed to Mercy Memorial Hospital." "A glimmer of light through the gloom." "Should Parker be stupid enough to visit his ailing aunt... see to it that we are there to welcome him." "We may have lost the data disk, but we will have Parker." "[Thunder crashes]" "Mr. Murdock?" "Looks like I've got the place to myself." "Let's see what the news says about tonight's little bonfire." "Parker's aunt collapsed and was rushed to Mercy Memorial." "What?" "At this time, there is no word on how serious her condition is." "Aunt May!" "[Ding]" "Good news, Peter." "Daredevil has given us... the evidence we need to appeal your conviction." "Matt, my Aunt May's in the hospital." "I've gotta see her right away!" "I'd have to advise against that." "You're still an escaped felon." "It would be wiser to cooperate with the authorities... and turn yourself in." "I can't waste the time now." "If anything happens to her" "You have no idea what it's like to lose someone you love." "Maybe I know better than you think." "As your attorney, I must advise against this." "But as your friend, I understand." "I'll take the disk to the feds." "Maybe I can persuade them to suspend their dragnet." "Just be careful." "You're still a fugitive." "If anyone sees you... they might shoot first and ask questions later." "I won't be seen." "[Hissing]" "[Whoosh]" "Will she be OK, doctor?" "It's too soon to tell." "She's been under a lot of stress." "I'll check back in a little while." "That Peter." "What he puts May through is unforgivable." "I don't care what trouble he's in!" "His place is here with his ailing aunt." "If I were Peter Parker... wild horses couldn't keep me away." "I swear, sometimes I think May would be better off... if they caught Peter and locked him up until" "Aunt Anna, that's enough." "I won't listen to this anymore." "What was that all about?" "Mary Jane doesn't like hearing bad things about Peter." "You OK?" "Not really, Harry, no." "It's Peter." "I'm so worried about him." "The data on this disk proves that my client is innocent." "How did you get it?" "Let's just say..." "Peter has people looking out for him." "I need a receipt." "The only copy." "Time is of the essence, Mr. Murdock." "My people are tracking Parker." "They might shoot him on sight." "Point well taken." "I must make immediate arrangements... to protect and exonerate Parker." "[Beeps]" "Yes?" "I have the package you wanted." "Peter!" "What are you doing here?" "There are police everywhere." "I need your help." "You haven't given up on me, have you?" "Never." "You can always count on me." "I'm sorry." "I didn't mean to-- Harry and I are" "I know." "Listen, I must get in to see Aunt May." "Can you think of a way?" "Leave it to me." "There you are, Dr. Peters." "Mrs. Parker's taken a turn for the worse." "Hurry!" "Aunt May, can you hear me?" "Peter, you're here." "Everything's gonna be OK." "Mr. Murdock has evidence that will clear me." "I told them you were innocent." "My Peter is a good boy." "She should rest now, Peter." "I'd better get out of here." "I may be placing both of you in danger." "Now what?" "You?" "Why, of all the nerve!" "Anna Watson activated my spider sense?" "She must be really mad at me." "Oh, Anna, it's wonderful." "That nice lawyer Mr. Murdock... has proof that Peter is innocent." "I'm happy to hear it." "Really." "I've gotta go." "There are still a few people who haven't heard the news." "I see." "Then you'll need help getting out of here." "Let me do what I can." "Why is my spider sense still going crazy?" "Excuse me, Doctor." "Have you seen my niece Mary Jane?" "It's sure nice of you to help, Aunt Anna." "Oh, I'm not doing this entirely for Peter." "It's more for my own benefit." "Chameleon!" "[Hissing]" "[Both moaning]" "[Tires screech]" "Nice work, Agent Choi." "My father knew his investment in you would pay off." "[Engine revs]" "[Tires screech]" "[Beeps]" "Thanks for calling me right away, Detective Lee." "That disk was Parker's one chance to be exonerated." "There'll be the devil to pay for this." "Data on this disk could've destroyed my father." "He'll be pleased with all we've done." "[Beeps]" "What is it, Richard?" "Father, I have the data disk and Parker." "I've taken care of all your problems." "Splendid." "I shall await news that you've eradicated both." "You see, Smythe, my son has cleaned up your mess." "How touching." "It is." "I must say, it pleases me greatly... knowing that my relationship with my son.... is nothing like I went through with my own father." "Your father." "It occurs to me..." "I know very little about your past." "What was your father like?" "What is the best way to say it?" "I believe "small-time hood" sums it up." "But my father wanted more out of life." "He wanted to become a member of the mob." "As for myself, I was lonely... ostracized because of my weight." "My father had great dreams." "But things never went my father's way." "[All grunt]" "Willy, what are you doing here?" "!" "Come on!" "Let's go!" "Whatever my father touched turned positively putrid." "[Wind blows]" "[Ringing]" "Over the years, I tried to join my father... in his business pursuits." "I wanted to gain his acceptance." "I failed." "[Struggles]" "Sometimes sacrifices must be made." "Sorry, son, that's the way things are." "[Sirens blaring]" "[Officers cock guns]" "Young man, this court is willing to show leniency... but you must name your accomplice." "Now I was all alone." "I realized I was going to have to learn to survive... or be destroyed, and I did learn." "By the time I got out, I had acquired all the skills... needed to begin building my criminal empire." "I even took a new name--Fisk." "But I quickly became known as "The Kingpin."" "I used my mastery of technology... to break into the law enforcement computer system... and to eradicate all records of my previous criminal identity." "Only one thing remained to link me to the past." "We found him for you, Kingpin." "It is you!" "Nobody believed me... but I knew the famous Kingpin was really my boy Willy." "Wrong!" "As far as the world must know..." "Willy ceased to exist when you left him in prison." "Now it's your turn." "No!" "Please!" "Willy, don't do this!" "I knew you were ruthless, but this" "Sacrifices must be made." "Let her go!" "You've got me!" "It's hard to believe... after all the risks I took as Spider-Man... that Parker is gonna be the one to take the fall." "If only I could save the woman I love." "You've been here before." "This time I'll make sure it works." "It will all be over in a matter of minutes." "Peter, what's going on?" "[Beeping]" "It's Terri Lee!" "What's she doing here?" "We'll have to fight." "Police!" "Take cover!" "I can hardly breathe." "Time to even the odds." "Look out!" "[Machine powers down]" "[Gasps]" "Nice work, Detective." "I cannot bear incompetence." "Execute the contingency plan!" "Take cover over here." "I'll be back." "With all that movement, my spider sense... can't lock in on who's who!" "No doubt now who the impostor is." "Only the real thing could do that with a billy club." "Catch you later." "I've got to check on a friend." "Nice moves." "Hey, I'm a single woman living in New York." "Self-defense classes are a must." "Going my way?" "Chameleon!" "Book him." "Up there!" "[Helicopter whirring]" "SPlDER-MAN:" "I know this place." "I was here when a crook named "The Hobgoblin" took it over." "Good." "Since you're familiar with the layout... why don't you keep security busy... while I settle some unfinished business?" "Can you guys tell me where the little spider's room is?" "Where is the other one?" "!" "Right here, Kingpin, and the name's Daredevil." "You would have to be a daredevil to dare to challenge me." "I'm taking your family." "The police have your son..." "and I have you." "My son?" "!" "[Both grunting]" "You are weak!" "Useless!" "You are weak, Willy!" "Useless!" "This time, the fight is mine!" "Father, no!" "Father, no!" "[Both scream]" "Now you're mine." "No, you're mine!" "[Electric shock, screaming]" "SPlDER-MAN:" "Hold on, Moby Dick!" "Time for me to reel you in!" "[Snap]" "[Hiss]" "Empty?" "Not now!" "We can't let him get away." "Hang on to your cowl." "Take her down, pal!" "The only thing going down is you!" "Let's hope he's good at blind landings." "Helpless as a beached whale." "I'm afraid the Kingpin's had the last laugh again." "[Beep]" "Chameleon!" "How did you guess?" "I can see through disguises." "The real Kingpin must've made the switch... back at Crime Central." "Well, at least he's still got the CD-ROM... that proves Peter Parker is innocent." "Wait a minute." "If you can see through disguises... does that mean you've seen through mine?" "No, I've respected your right to privacy." "I'm a big believer in the constitution and the law." "JUDGE:" "This court finds Richard Fisk, Susan Choi... and the criminal known as "The Chameleon" guilty." "[Crowd gasps and murmurs]" "This court is willing to show leniency... but you must name your accomplices, if any." "Sacrifices must be made." "KlNGPlNG:" "I must apologize for the trouble you went through." "I did not realize my son was stealing secrets." "I can't believe I have to swallow this." "But if I let on that I know he's a criminal... he can figure out who I am." "Apology accepted." "But watch it, Kingpin." "Spider-Man now knows the truth." "I've had it with your bungling, Smythe." "Your days here are numbered." "Leave me!" "Now, how many days shall I have to wait... for my son to exact his revenge?" "Jonah, I don't understand." "Why won't you let me tell Parker that you paid for his defense?" "It'd spoil my image." "Besides..." "I don't want Parker getting the idea I like him." "Which reminds me, Robbie... who told you you could offer Parker his job back?" "That goofy kid couldn't focus if his life depended on it!" "So, you're leaving?" "Murdock's been called to D.C... on special assignment for the justice department." "It's up to you to hold Kingpin at bay here... while Murdock and I gather enough legal evidence... to put him behind bars forever." "You know, I just realized that I don't know much about you." "How did you and Murdock first join forces?" "It's unfortunate that we masked men... must hide so much from the world." "But there is one thing you do need to know." "Behind this mask is the face of a friend... and a lifelong partner in your war against Kingpin." "Thanks." "I'm going to fight the Kingpin... to the bitter end, so help me." "Hey, Parker, don't you know these two?" "Who are you talking a" "Harry and Mary Jane--engaged?" "[Phone rings]" "Peter, line twelve." "It's some kind of emergency." "Now what?" "Something wrong at home?" "Hello?" "Aunt May?" "Parker, this is someone whose life is in your hands." "You must contact Spider-Man for me immediately!" "I don't believe it." "It sounds like" "He's the only one who can rescue me from my employer... a crime lord known as the Kingpin." "The Kingpin?" "Now, listen carefully." "My name is Alistair Smythe." "I knew I recognized that voice!" "I realize Spider-Man doesn't owe anything... to someone who's tried so hard to destroy him... but if you can help me, I will guarantee him..." "Kingpin's head on a platter." "But tell me something-- why would you betray your boss?" "Because I think he's about to betray me." "Tell Spider-Man to meet me on the roof... of the old Brandon building." "8 P.M. sharp." "I'll have some interesting data for him." "Smythe, wait!" "[Click]" "Some interesting data, indeed." "As you should know, Smythe, in spite of my size..." "I have the agility of a cat." "Too bad you have the loyalty of a jackal." "What I really want to do is talk to M.J... about her engagement to Harry." "So why am I going off to meet Smythe right now?" "Because I also want to bring down the Kingpin." "There he is, right on time." "[Roars]" "Smythe, is that you?" "It's Smythe, all right, but what has he done to himself?" "Kingpin has commanded." "You must be located... and then you must be... terminated." "Smythe's become some kind of ultimate spider-slayer... and that makes me toast!" "[Crash]" "[Beeping]" "Blast!" "What is wrong?" "Where am I?" "Please get off the floor." "I just dusted it for cobwebs." "Madame Web." "Not her again!" "I'd almost rather be facing Smythe." "Alistair nearly had him." "Do something!" "There!" "I've got the visual back." "But Spider-Man was able to escape." "It seems the new Alistair... is just as disappointing as the old." "His synapses haven't fully adjusted... to my treatments yet." "I'll bring him back for more." "Let us hope that is all he requires, for his sake... as well as yours, Dr. Landon." "Another pathetic effort like that, Spider-Man... and even my telekinetic powers won't be able to save you." "Pathetic?" "What more could I have done?" "For one thing, you must stop being distracted... by your romantic dilemmas." "That's easy for you to say." "But even if I could... how am I going to beat Smythe?" "He's too strong." "It's not how to defeat your enemies, it's why." "Why do they want to destroy you?" "That's obvious." "Smythe's working for Fisk, and" "Your Aunt May seems intelligent... so perhaps ignorance doesn't permeate your family." "Perhaps it's just you." "Hey, I never asked to come here in the first place." "Then worry about your little romance elsewhere." "Go, go, go, and remember, my confused young man... it's not the "how" you must master, it's the "why."" "How am I supposed to know what that busybody is talking about?" "And why should I care?" "She's right about one thing, though." "I am distracted." "I've gotta talk to Mary Jane." "Welcome back, Smythe." "My dear fellow, it's time for another treatment." "No...more...treatments." "You'll do as you are told!" "Go ahead, try it!" "[Beeping]" "DR. LANDON:" "I'm sorry about that." "It's a minor malfunction." "Easily corrected." "The good news is, the fail-safe programming... which prevents Alistair from harming either of us... is completely intact." "See that it stays that way." "Come with me." "We can discuss my plans for Smythe." "We have come to the end of our long association." "You have failed to keep your part of our bargain, Smythe." "Your spider-slayer robots have been totally ineffective... in destroying Spider-Man." "Even worse, because of your incompetence... in that Peter Parker affair, my son is in jail... and Spider-Man now knows of my existence... making him more dangerous than ever." "It is time for me to cut my losses and make a change." "No!" "Metal is the way of the past, Smythe." "Flesh--mutated, restructured, and enhanced-- holds the key to the future." "And even though I'll be replacing you... as the Kingpin's lieutenant... there'll still be a place for you in the organization." "A new and improved version of you, that is." "Where you once failed, you'll find we've succeeded." "Everything has turned out just as I wished." "Dr. Landon, you are sure he no longer... has any feelings or will of his own?" "None whatsoever." "He's the humanoid equivalent of a robot." "How ironic." "Spencer Smythe loved robots... and now his son has become one." "It'll be just your size when it's finished." "Is that why you're working for Osborn?" "Alistair, I'll do anything to help you." "Remember our deal?" "No spider splat, no hover chair." "All right." "My father." "[Boom]" "[Whirs]" "[Bang]" "[Alarm buzzing]" "Hey, freak!" "Get back in your cage!" "Stay back!" "He's too strong!" "Stop!" "I command you to stop!" "The humanoid equivalent of a robot, eh?" "You must be so happy for Mary Jane, Anna." "Oh, I am." "Harry's such a nice, responsible boy." "Still, it's sad." "What is?" "I'd always hoped Mary Jane would settle on Peter." "Pardon my frankness, May... but Peter never was there for her." "He's always running" "Aunt May, I'm late." "I've gotta get dressed... for that press conference at Oscorp Towers." "Oh, hello, Mrs. Watson." "Oh, hello, Peter." "Did you say you were going to Oscorp Towers?" "Well, Mary Jane's going to be there...with Harry!" "Did you know they've announced their engagement?" "Yeah." "I saw the picture in the paper." "New target:" "Norman Osborn." "Objective: revenge." "Landon, what is going on?" "Alistair is apparently accessing his memories... in order to reprogram himself." "Fascinating!" "That is not the word I would use." "COMPUTER:" "Current location of Norman Osborn:" "Oscorp towers." "Probability: 95.37%." "This is a disaster." "Osborn and I have resolved our differences... and his resources are important to me!" "Reprogram Smythe immediately!" "I can't!" "He's just terminated our connection!" "You sure know how to keep... the Oscorp stockholders happy, Norman." "According to your press release, this subway car... is just the first of dozens of defense conversion projects." "It's a big step, Jonah." "That's why I wanted... a major press event to announce the contracts." "Take lots of pictures, Parker." "This could be a multi-billion dollar deal." "Yes, Mr. Jameson." "[Camera clicks]" "Hello, tiger." "Mary Jane." "I guess you heard the big news already." "Yeah." "I was a little surprised." "I wanted to tell you myself, but Harry let the word out." "Sometimes he's so impetuous, like a kid on Christmas morning." "I'm very happy for you." "Actually, that's a lie." "What I want to ask is, wh" "Why Harry?" "Listen, Peter, all my life, men have let me down." "Harry's different, though." "He gives me a lot of attention." "It seems like he'll always be there for me." "But do you love him?" "Excuse me, Peter." "I promised Mrs. Peabody-Oakhurst-Smith... that I'd discuss wedding gown designers with her." "She'll be crushed if I don't." "No, I didn't think so." "Ladies and gentlemen, I have an important announcement to make." "But first I'd like to congratulate my son Harry... and my future daughter-in-law Mary Jane Watson." "As you saw in today's paper... they've just announced their engagement." "[Audience applauds]" "Now, on" "Spider sense!" "Danger!" "[Boom]" "[Screaming]" "What's going on?" "Norman Osborn located." "Norman Osborn!" "What does that thing want?" "Objective: revenge." "[People screaming]" "No!" "Norman Osborn!" "Put me down!" "Put me down!" "First me, now Osborn?" "Isn't there any way to stop him?" "I've already sent the retrieval unit." "Retrieval unit to Kingpin, we have visual contact." "Dad!" "Harry, stay back!" "Retrieval unit, we have some unexpected guests." "Make sure they do not see where they are going." "Mary Jane!" "Harry!" "No!" "Bingo!" "Take Smythe to the lab." "Lock them up." "Please accept my humble apologies... for the inconvenience, Osborn." "Inconvenience?" "There's an understatement." "Fisk, what in the world did you do to Smythe?" "A misstep in the furtherance of science." "Had I known he held you responsible... for his father's disappearance" "Me?" "It was your men... who caused the explosion at his father's lab." "Smythe should be going after your throat, not mine." "It's your fault he lost his father." "Ah, but spencer Smythe is not lost." "What?" "Somehow he survived the explosion of your factory." "[Boom]" "I found him amid the wreckage." "I knew he would be unwilling to work for me... but all the same, a genius is a terrible thing to waste." "So I put him into cryogenic suspension... and when I told Alistair that Spider-Man... was responsible for his father's disappearance..." "I gained a younger genius... and one willing to share a valuable robotic technology... for nothing but the promise of revenge." "That's unbelievable." "Where is Spencer Smythe now?" "[Beep]" "In the same cryogenic unit that he has always occupied." "In this building, five floors down." "Hey, check out the unauthorized ceiling ornament." "Spider-Man!" "At last, I have him!" "Landon, reactivate Alistair... and give him the new hover chair you created." "But I haven't finished reprogramming!" "Do it now!" "Looks like Alistair got a good deal on his trade-in." "Now he's even more agile than I am!" "How am l--wait a minute." "What was it Madame Web said?" "It's not the "how" you must master, it's the "why."" "Well, I know how Alistair is whipping my hide... but better still, now I know why." "Alistair, don't!" "I can help you find your father!" "My father?" "Alistair, he's lying!" "I'll show you who's lying!" "Spider-Man!" "My father lives?" "Kingpin's holding your father in cryogenic suspension... five floors down." "Alistair, what I did was for the best." "[Boom]" "Don't worry, Kingpin..." "Alistair's programming prevents him from harming you... regardless of what you did to his father." "You see?" "Take me on, if you dare." "Osborn, why don't we let these two boys talk this over alone?" "Huh?" "But--but" "We've got to get out of here." "Did you see those guards?" "They're serious." "Of course, they're serious." "And we have to be, too." "This is the real world, Harry... not some game where your dad makes all the rules." "Well, what do you want me to do?" "I don't know." "But something!" "Come with us." "OK, OK." "It's not OK with me!" "Hey, you!" "Stop!" "A winning combination." "Scarlett O'hara's eyes and Bruce Lee's moves." "I think you're ready for the big time." "Gee, thanks, Spider-Man." "You could probably handle a leading role yourself." "I knew I could count on you." "Of course, son." "I wouldn't let anything happen to you." "Not now or ever." "[Gasps]" "[Crash]" "That's enough for me!" "Let's go!" "Spider-Man!" "We've had enough of you!" "Hold on, Mary Jane." "In the last few minutes, things have changed." "They have indeed." "Remember, take the elevator five floors down." "Yes, I will remember." "[Boom]" "OK, now let's get out of here." "[Boom]" "[Boom]" "Kingpin!" "You're alive!" "Not for long, if we waste any more time here." "But what about Smythe?" "Forget Smythe!" "Father!" "It's Alistair, father." "Your son." "Dad, will you please tell me what's going on?" "Harry, you don't look well." "Let's call a cab." "Hey, over here!" "Oh, do I have a headache." "Harry, I'll call you later." "I need to clear my head." "What?" "But, Mary Jane, you can't" "Care to take me for a spin, Spider-Man?" "I need some air." "Sure!" "Wow!" "I would say that pretty much did the trick!" "Well, that's how it works for me, too." "I don't know why I'm telling you this... but back there I suddenly realized... that even though I was scared and concerned for Harry... it was as if I was worried about a little brother." "Don't get me wrong." "I love him, but it's not the kind of love..." "I should have for a future husband." "Besides, I think there's someone else I'm really in love with." "And all along I've been trying to convince myself I wasn't." "Really?" "And who might that be?" "Hey, there's a cab stand!" "You can put me down there." "We've gotta do this again some time." "Good night, Spider-Man." "So long, Mary Jane." "And I hope Peter Parker is the lucky guy you're after." "Soon you will wake, Father... and then, for all the crimes committed against us... you and I shall wreak a terrible revenge." "A fine down payment." "But when do I get the rest, Ms. Silver?" "Or can I finally call you Miss Silvermane?" "Yes, you may." "You'll get paid again... as soon as you kill that expose... the "Daily Bugle" is preparing on me and my organization." "And, Tombstone, don't forget... the incriminating photos they have of me." "I must have them." "They're yours." "I've already got my plan in motion... to collect a favor from an old friend at the "Bugle."" "And to think, I once wanted to date her." "You're lucky it didn't work out, Peter." "Who'd have thought Alicia Silvermane... would take over her father's criminal empire?" "We're finally gonna blow this Silvermane story wide open." "But it seems no sooner does one problem get licked... when something worse turns up." "See?" "Take this bandana gang, for instance." "They're terrorizing everyone." "I get to thinking this city's no place to raise a son." "I often try to convince Jonah... that Spider-Man is making this city safer to live in... but I guess Spider-Man can't do everything." "No." "But he might give it a try." "[Car alarm]" "Hey!" "Get out of here!" "We're just doing a little car shopping." "Got something against that?" "Let go of me, you miserable punks!" "Take care of him." "He can't do anything to us." "You want in the posse or not?" "Do it now!" "Isn't it a little late for a test drive?" "It's Spider-Man!" "Let's jam!" "I wasn't gonna do anything to him!" "That's not what it looked like from my angle." "You?" "Randy Robertson?" "What's he doing with these punks?" "Is crime going to infect and poison everyone I know?" "Where's the Parker kid?" "We have some business to discuss." "Who are you?" "What do you want?" "The name's Tombstone, and I want Parker's negatives." "I'm calling the police!" "Be my guest." "Was it right for me to just let Randy go like that?" "Poor Robbie." "He can't possibly have any idea... what his son's been up to." "But do I want to be the one to tell him?" "[Crashing]" "AUNT MAY:" "Stop!" "Stop!" "Hello, police?" "This is an emergency!" "There's a monster in my house and he's" "Now you've made me mad!" "Pay dirt." "Spider sense?" "Here?" "Tombstone!" "No!" "Aunt May!" "If he's hurt her..." "No, officer, I'm all right." "He's gone." "I'm so afraid!" "Who knows what this monster... might do to my nephew Peter?" "Oh, good." "She's all right." "Better not let her see Spider-Man." "That might upset her even more." "Pull over!" "You?" "!" "I said pull over!" "Oh, yeah, I forgot." "You and Parker are buddies." "Where do you get off attacking defenseless old ladies?" "Is that how you get your jollies?" "No, that was work." "This is how I get my jollies." "I didn't say I was finished with you, rock head!" "And I'm not through with you!" "But I'm late for a funeral--yours!" "Way to go, Spidey." "You get angry... you get careless, and you lose your man." "The amazing Randy slips right out of the spider's web!" "Spider-Man?" "He's nothing but a wimp in red and blue spandex." "So, did I make it?" "Am I in?" "Chill, Ran-day." "That was just the first stage of your initiation." "Now you're ready to meet the big boss." "You're gonna have to pack some heat for the next stage." "Huh?" "But--what" "You got a strap, don't you?" "Yeah, sure." "I got one at home." "And I tried to call the police, then he ripped the phone out!" "Aunt May, the important thing is you're OK." "You should get some rest now." "Yes, I suppose I should." "Who knows who else will show up here?" "Some giant lizard!" "A human octopus!" "Peter, you really must find some other line of work." "[Door closes]" "Everything's here but the negatives... for the Alicia Silvermane expose." "Tombstone must have taken them." "That means Robbie's in trouble." "He's got the only other copies." "I've got to warn him about Tombstone!" "Should I tell him about Randy, too?" "Where's Dear Abby when you need her?" "Martha, I'm home." "Oh, thank goodness." "We have to talk." "What's wrong?" "The school called." "Randy's been cutting classes for over a week." "What?" "I can't imagine him behaving that way." "You're just so busy these days!" "You don't know your own son!" "Honey, I'm sorry." "I didn't mean that." "I'm just so worried." "Where is he now?" "He's out, and don't ask me where." "He doesn't tell me anymore." "Randy!" "What are you doing?" "Nothing." "Nothing?" "You call this nothing?" "What did you want with my old service revolver?" "Don't you know how dangerous these things are?" "What is this?" "You're not in that gang, are you?" "What if I am?" "At least they care about me!" "And you think we don't?" "The posse's always there for me!" "Like a family!" "And I'm gonna prove myself to 'em!" "Randy, you don't have to" "You just don't understand!" "Well, looks like Robbie's got the bad news already." "Hello?" "Hey, homey." "What's up?" "Who is this?" "Don't tell me you've forgotten my voice, Mr. Straight Arrow." "Lonnie?" "But it can't be." "I thought you were" "Don't be so sure I'm not." "I want to meet and talk about old times." "I can't right now." "Oh, yes, you can." "See, I especially want to rap... about a good friend of mine... a foxy lady by the name of Alicia Silvermane." "What's wrong with Robbie?" "He looks like he's seen a ghost." "Meet me at Veteran's Memorial Park, midnight." "Something urgent's come up at the "Bugle." I have to go." "Yeah." "Something urgent's always coming up." "You go straight to your room." "We'll continue this when I get back." "This is a cheery little spot." "Glad I came along for the ride." "Lonnie?" "You here?" "I'm here." "I still can't believe you're alive." "Am I?" "Oh!" "What happened to you?" "Oh, this?" "Just a little mishap." "You haven't changed much, though." "Still a straight arrow." "Robbie and Tombstone?" "Buddies?" "I want the Silvermane story buried, Robbie." "What makes you think I'd do that?" "You owe me, remember?" "You're an old friend, Robbie... but if you don't kill that story on your own..." "I'll make you do it." "No way!" "Always the straight arrow." "You again!" "Revoltin', isn't it?" "I was sloppy last time, Crypt Keeper!" "This time I'm at the top of my game!" "Now I'm gonna prepare a coffin for you-- a real flat one, brother." "He ain't my brother, he's heavy." "No!" "Seems like you're always saving my tail." "Look!" "Rest in pieces." "[Rumbling]" "Looks like Tombstone got away." "How do you even know somebody like that?" "I've been asking myself the same question for the last hour." "I knew Tombstone way before he was "Tombstone."" "His real name is Lonnie Lincoln." "Closed?" "Dang!" "You know, it's your fault we're too late, Straight Arrow!" "And I'm dying for an ice cream sandwich, Lonnie." "If you weren't so busy getting your homework done" "[Crash]" "Hey!" "Well, what a shame." "Some dishonest thieves could just reach in... and grab some ice cream-- if you give me a boost." "What?" "No way!" "This is me who's asking you!" "We're like family, remember?" "[Police siren]" "[Screech]" "[Thump]" "I managed to get away." "But Lonnie went right to juvenile court." "I eventually graduated with honors... but Lonnie-- he got a different degree." "I've always felt guilty that I got away and Lonnie didn't... and I felt even guiltier knowing that Lonnie... never gave my name to the police." "Back then, even one strike could ruin your life." "I often wonder what would have happened... if I'd gotten caught instead of Lonnie." "Later, I got a job as a cub reporter on a local paper." "One night I got a tip on a break-in... at the Spaulding chemical plant." "I thought the story would be my big chance." "What do you say, Straight Arrow?" "Lonnie?" "After all your fancy schools... and your cushy little job, you can still remember my name?" "I'm touched." "In fact, I'm so touched..." "I even got a little gift for you." "I'm gonna give you a chance to experience life... on the other side of the tracks." "What are you talking about?" "I told you on the phone there'd be a break-in." "I can even name the one who broke in" "Joseph "Robbie" Robertson." "I mean, look around." "Your prints are everywhere." "You really should have come prepared." "Why are you doing this?" "Why'd you let me get caught robbing that grocery store?" "ls that what this is about?" "I took the fall for you, man!" "[Alarm rings]" "Now, it's your turn to take the rap... and when you get out of jail, we'll be family again." "'Cause no one else'll hide you." "Lonnie, this is crazy!" "[Crash]" "Aah!" "There was nothing I could do for him." "[Sirens]" "I waited for the police to arrive... and hoped they'd believe my story." "Luckily, the guys at the paper backed me up on the phone tip." "I didn't think Lonnie survived." "They told me he was" "Maybe they really thought so." "He sure looks it." "Anyway, he came back." "I had no idea he'd become this underworld hit man... this walking tombstone." "Right now, I just want to get back to my wife and son." "It's so strange to see Robbie this way." "To Peter Parker, he always seemed so strong, so proud." "How ironic that in his moment of despair... he seems stronger to me now more than ever." "Randy?" "Honey, I want to talk to you." "Randy?" "Randy, my man!" "Come over here and meet the big boss." "Hey, kid." "You and me are gonna be good friends." "I'm going to look for Tombstone." "You should get back to your family." "Robbie, he's gone!" "He snuck out!" "[Keys jingle]" "Still there." "[Ring]" "Hello?" "We've still got lots of catching up to do." "I tell you what, let's meet at the Spaulding chemical plant." "For old times' sake." "Spaulding chemical?" "What for?" "How about this?" "There's a new patsy... about to take a fall--your son!" "Was that about Randy?" "Everything's gonna be all right." "I'm going to pick him up now." "Robbie, I know that look." "Something is really wrong... and you have got to tell me what it is." "Haven't I always stood by you?" "You have, and if anything happens to me... you've got to stand by Randy as well." "Robbie, what are you doing?" "Something I should have done a long time ago." "Get rid of this." "I don't ever want to see... another weapon in this house." "Everybody grab something and get started." "I don't get it." "What are we doing here?" "Move!" "You're so close to being in the family." "Don't mess it up." "Mrs." "Robertson?" "Spider-Man?" "What do you want?" "Easy, easy." "I'm looking for someone, but I haven't had any luck." "I was hoping your husband could help." "He's not here." "He got a call." "Something about the Spaulding chemical plant." "Oh!" "Gotta run!" "That's where Tombstone tried to frame Robbie." "Robbie's more than just a friend to me." "He's the only one who likes me as Peter Parker... and as Spider-Man." "I've got to help him out of this mess... and the only way to do it is to write Tombstone's epitaph." "Spider-Man!" "A rash and foolish plan." "You fought this man mountain twice before... trying to defeat him with brawn, and twice you failed." "Madame Web?" "Are you going to go for three?" "What are you, a scorekeeper?" "Someone's got to keep score, and I'm not sure you can count." "Do I really need this right now?" "You must not use your superhuman strength... to confront Tombstone again." "But the guy's strong as an ox!" "It will not help you on the mission that lies ahead." "Some evil can only be fought with the human heart." "Think about it." "With your brain...if you still remember how to use it." "I don't know why this strange mystic... decided to be my advisor... but I really wish she'd just leave me alone... and get her own talk show." "Where's my son?" "Straight Arrow... glad you could make it." "Your son's developing into quite the little criminal." "See?" "Randy, no!" "Aww, and isn't that cute?" "He forgot to bring his gloves..." "just like his dad." "I know you must be proud." "That's why I'm recording... a permanent record of this special moment." "Of course, you can save your son... from heading down the wrong path." "All you have to do is kill the Silvermane story." "I won't do it!" "There you go with that integrity stuff again!" "But deep down..." "you're just like me." "I'm not!" "Think what we could do together--- you with your connections, me with my strength!" "We could own this city!" "But first, you've got to kill that story!" "You're too late, Lonnie." "I've already rushed it into print." "In a few hours, it'll be seen by a million readers." "Then it's out of my hands." "At least I'll have the pleasure of seeing... the Robertson name go down in flames." "This stuff's worth a fortune." "And Tombstone says we're gonna get a big cut!" "So, the posse's working for Tombstone." "He must be using Randy to get to Robbie." "Hey!" "Let go of me!" "They're setting you up, Randy!" "Your fingerprints must be all over this place." "You don't even know what you're talking about." "They care about me!" "More than my real family!" "That's where you're wrong." "Your dad's right here to save your hide... and risk his own against Tombstone." "No way!" "You think you've got such a great son." "It sure didn't take much to get him into the gang." "Nobody talks about Randy that way." "I'm gonna take you down once and for all!" "Even if I have to go with you!" "And how do you plan to pull that off?" "Simple!" "I'm not afraid of the police." "[Alarm rings]" "No!" "Look!" "I'm outta here!" "What about Randy?" "The heck with Randy!" "It's every man for himself!" "So, what do you think of your "family" now?" "Dad!" "Leave my dad alone!" "Get out of my way, you little..." "You always were too caught up in your own greed... to think straight, Lonnie." "No!" "Well, now that I've used my brains..." "I guess a little brawn wouldn't hurt." "Come down here and fight like a man!" "Could I convince you to come up here and fight like a spider?" "What'd I tell you about playing ball in the house, young man?" "You better stay still." "Another swim in that chemical soup... and your hair might turn green." "Dad, come on!" "We gotta get out of here before the police come!" "We're not going to run, son." "We're gonna stay here and face the consequences--together." "But your reputation!" "Don't you see?" "You're more important than anything else to me." "I'm sorry, Dad." "I'm here for you, Randy." "I'll always be here." "Oh, thank goodness!" "It looks like Madame Web did add one more weapon to my arsenal-- belief in the human spirit." "I suppose I really ought to thank her... but she's got a big enough head already." "[Rock music playing]" "?" "Spider-Man, Spider-Man ?" "?" "Radioactive Spider-Man ?" "?" "Spider-Man, Spider-Man ?" "?" "Radioactive Spider-Man ?" "?" "Spider-Man, Spider-Man ?" "?" "Radioactive Spider-Man ?" "?" "Spider blood, pider blood ?" "?" "Radioactive spider-blood ?" "?" "Spider blood, spider blood ?"