1 00:00:00,125 --> 00:00:04,754 [opening theme music playing] 2 00:00:07,340 --> 00:00:09,092 [narrator] Spider-Man 3 00:00:13,179 --> 00:00:14,514 [inaudible speaking] 4 00:00:30,864 --> 00:00:31,990 [meow] 5 00:00:50,383 --> 00:00:51,634 [inaudible speaking] 6 00:00:51,718 --> 00:00:52,718 [roar] 7 00:00:58,141 --> 00:00:59,476 [narrator] Spider-Man. 8 00:01:18,578 --> 00:01:19,972 [Spider-Man] Boy, this is the life. 9 00:01:19,996 --> 00:01:22,749 No stoplights. No traffic jams. 10 00:01:22,832 --> 00:01:24,459 No trouble. 11 00:01:24,542 --> 00:01:26,086 - [glass breaks] - Uh-oh. 12 00:01:26,169 --> 00:01:27,420 Speaking of trouble. 13 00:01:30,256 --> 00:01:33,301 That sounded like someone breaking into the museum. 14 00:01:33,385 --> 00:01:35,637 A definite no-no if I ever heard one. 15 00:01:39,057 --> 00:01:40,892 Might as well get some photos for the Bugle 16 00:01:40,975 --> 00:01:42,894 while ol' Spidey does his thing. 17 00:02:09,921 --> 00:02:11,589 [chuckles] 18 00:02:12,382 --> 00:02:13,717 I've done it. 19 00:02:13,800 --> 00:02:16,970 Only the mechanical arms of Dr. Octopus 20 00:02:17,053 --> 00:02:19,973 could've stolen this million-dollar ruby. 21 00:02:21,099 --> 00:02:24,394 [Spider-Man] And only the wiggly webbing of Spider-Man 22 00:02:24,477 --> 00:02:26,938 is gonna make you wish you never tried. 23 00:02:27,022 --> 00:02:28,023 You! 24 00:02:30,483 --> 00:02:33,278 Hey, that's a crummy way to say hello. 25 00:02:40,160 --> 00:02:42,537 You can stop worrying, blue eyes. 26 00:02:42,620 --> 00:02:45,081 Here's Spidey. 27 00:02:48,877 --> 00:02:52,005 What do I have to do to get rid of you? 28 00:02:52,088 --> 00:02:54,966 For starters, you can try eating onions. 29 00:02:59,554 --> 00:03:00,680 That does it. 30 00:03:00,764 --> 00:03:02,432 I'm quitting your fan club. 31 00:03:04,017 --> 00:03:06,478 Now, that the web spinner is out of the way, 32 00:03:06,561 --> 00:03:10,440 I can continue with my master plan to take over the world. 33 00:03:12,525 --> 00:03:13,525 Sheesh. 34 00:03:13,568 --> 00:03:16,112 If I only had sinus trouble. 35 00:03:20,867 --> 00:03:22,327 I don't get it. 36 00:03:22,410 --> 00:03:26,915 Why would Octopus stolen that ruby and left all the other jewels behind? 37 00:03:40,512 --> 00:03:43,223 Oh, no. I forgot my homework. 38 00:03:43,306 --> 00:03:45,642 The professor will skin me for this. 39 00:03:45,725 --> 00:03:47,227 [keys clank] 40 00:03:48,144 --> 00:03:49,062 [sighs] 41 00:03:49,145 --> 00:03:50,355 No use. 42 00:03:50,438 --> 00:03:51,731 Doc Oc wore me out. 43 00:03:51,815 --> 00:03:54,943 Can't even keep my eyes... 44 00:04:01,991 --> 00:04:04,619 Poor Peter. I hope he didn't stay up all night 45 00:04:04,703 --> 00:04:06,746 doing his homework again. 46 00:04:08,331 --> 00:04:10,709 Peter, time to get up dear. 47 00:04:12,836 --> 00:04:14,129 Oh, no. 48 00:04:14,212 --> 00:04:17,215 If Aunt May catches me in my Spidey threads, I'm finished. 49 00:04:24,889 --> 00:04:25,807 [yawns] 50 00:04:25,890 --> 00:04:27,267 Hi, Aunt May. 51 00:04:27,350 --> 00:04:29,352 I... I must have overslept. 52 00:04:29,436 --> 00:04:31,855 Well, you mustn't be late for school, dear. 53 00:04:31,938 --> 00:04:35,275 Remember, the early bird catches the worm. 54 00:04:35,525 --> 00:04:37,444 Uh, speaking of worms, 55 00:04:37,527 --> 00:04:39,237 anything on the radio about Doc Oc? 56 00:04:39,320 --> 00:04:40,320 Who, dear? 57 00:04:40,822 --> 00:04:42,407 Oh, look at that. 58 00:04:42,490 --> 00:04:45,952 Why, I just love those adorable red socks. 59 00:04:46,036 --> 00:04:47,203 Uh, yeah. 60 00:04:47,287 --> 00:04:50,165 I guess I was in the mood for something funky. 61 00:04:50,248 --> 00:04:52,417 Well, don't forget to brush your teeth, dear, 62 00:04:52,500 --> 00:04:53,752 and wash behind your ears. 63 00:04:53,835 --> 00:04:56,629 Sure. Sure. Thanks for reminding me. 64 00:04:58,798 --> 00:05:02,552 Oh, Aunt May, don't ever do that to me. 65 00:05:02,802 --> 00:05:05,972 I've got to finish this history assignment on the landmarks of New York, 66 00:05:06,056 --> 00:05:08,350 or I'll flunk for sure. 67 00:05:08,433 --> 00:05:13,646 And the only way for Peter Parker to reach the library in time 68 00:05:13,730 --> 00:05:16,691 is to go as our friendly neighborhood Spider-Man. 69 00:05:23,573 --> 00:05:28,620 Mmm, now to steal the second object that I'll need for my master plan. 70 00:05:28,870 --> 00:05:30,580 [laughs] 71 00:05:48,181 --> 00:05:49,849 Boy, I better move it. 72 00:05:49,933 --> 00:05:52,435 Only two hours left to finish my assignment. 73 00:05:52,936 --> 00:05:56,481 Oh. The old Spidey sense is tingling. 74 00:05:56,564 --> 00:05:58,608 Well, there goes my homework. 75 00:06:10,578 --> 00:06:11,996 Spider-Man, what do you want? 76 00:06:12,080 --> 00:06:13,081 You try anything, 77 00:06:13,164 --> 00:06:14,666 and I'll call campus security. 78 00:06:14,749 --> 00:06:18,336 Forget security. This looks like a case for Roto-rooter. 79 00:06:18,420 --> 00:06:20,380 Spider-Man, you got to help us. 80 00:06:20,463 --> 00:06:23,174 It's trying to steal our priceless moon rock. 81 00:06:23,258 --> 00:06:27,387 Uh-huh. Now, that you need me, I become Mr. Wonderful, huh? 82 00:06:28,263 --> 00:06:29,681 There. 83 00:06:29,764 --> 00:06:31,141 Maybe that'll hold him. 84 00:06:34,227 --> 00:06:36,813 Hey, cut it out! Let go! 85 00:06:36,896 --> 00:06:38,523 Let go! 86 00:06:38,606 --> 00:06:39,691 [thud] 87 00:06:39,774 --> 00:06:40,900 Boy, 88 00:06:40,984 --> 00:06:43,194 I got to be more careful of what I say. 89 00:06:44,988 --> 00:06:48,283 Okay, Doc, if that's the way you want to do it. 90 00:06:55,749 --> 00:06:57,375 I blew it this time. 91 00:06:57,417 --> 00:06:59,085 Doc outsmarted me. 92 00:06:59,169 --> 00:07:02,380 He's got his metal arms on remote control. 93 00:07:02,464 --> 00:07:04,799 Seems he's gotten away, Spider-Man. 94 00:07:04,883 --> 00:07:07,510 Fortunately, he left this valuable moon rock 95 00:07:07,594 --> 00:07:10,055 and took a worthless piece of quartz by mistake. 96 00:07:10,138 --> 00:07:11,181 Forget it, lady. 97 00:07:11,264 --> 00:07:13,391 Dr. Octopus doesn't make mistakes. 98 00:07:13,475 --> 00:07:17,187 That piece of quartz meant more to him than the priceless moon rock. 99 00:07:17,270 --> 00:07:19,606 And it's up to me to figure out why. 100 00:07:23,318 --> 00:07:25,320 [Spider-Man] Let's see, uh. 101 00:07:25,403 --> 00:07:27,572 Landmarks of New York City. 102 00:07:27,655 --> 00:07:28,907 Ah, here they are. 103 00:07:29,449 --> 00:07:31,284 [phone rings] 104 00:07:33,495 --> 00:07:36,790 Hello. Oh, how are you, Mr. Jameson? 105 00:07:36,873 --> 00:07:38,291 Oh, fine, fine, fine. Never better. 106 00:07:38,375 --> 00:07:39,417 Let me speak to Peter. 107 00:07:39,501 --> 00:07:42,087 I'm sorry, Mr. Jameson. Peter's studying. 108 00:07:42,170 --> 00:07:43,463 - Could I... - Studying! 109 00:07:43,546 --> 00:07:44,631 What do you mean studying? 110 00:07:44,714 --> 00:07:46,508 The Diamond Exchange was just robbed. 111 00:07:46,591 --> 00:07:47,842 I need him to cover it. 112 00:07:47,926 --> 00:07:50,387 Well, you'll just have to get someone else, Mr. Jameson. 113 00:07:50,470 --> 00:07:52,681 Peter must finish his homework. 114 00:07:52,764 --> 00:07:54,474 Thank you for calling. 115 00:07:55,642 --> 00:07:57,310 You're so welcome. 116 00:08:00,522 --> 00:08:02,816 - What was that, Aunt May. - Oh, nothing, Peter. 117 00:08:02,899 --> 00:08:05,485 Just Mr. Jameson and something about a robbery 118 00:08:05,568 --> 00:08:07,404 at the Diamond Exchange. 119 00:08:09,072 --> 00:08:12,659 Mmm. Must be big stuff for the man himself to call. 120 00:08:13,451 --> 00:08:17,372 If Doc Oc is behind the robbery, only Spidey can stop him. 121 00:08:34,848 --> 00:08:39,144 And then this strange powerful tentacle grabbed the diamond and... 122 00:08:39,227 --> 00:08:42,147 [stutters] And disappeared into the air vent. 123 00:08:43,440 --> 00:08:45,275 [Spider-Man] It's Doc Oc, all right. 124 00:08:45,358 --> 00:08:46,234 But I don't get it. 125 00:08:46,317 --> 00:08:49,112 Stealing little bits of jewelry isn't his style. 126 00:08:49,195 --> 00:08:51,406 I got to learn what he's really after. 127 00:09:06,755 --> 00:09:08,631 [electricity crackles] 128 00:09:08,715 --> 00:09:11,051 There. My tentacles are now 129 00:09:11,134 --> 00:09:14,220 ten times as powerful as they were before. 130 00:09:14,304 --> 00:09:19,309 At last, I'm ready to put my most daring plan into action. 131 00:09:20,352 --> 00:09:22,854 Now, to home in on Doc Oc. 132 00:09:26,149 --> 00:09:27,859 - [man] Look! - [woman] It's Spider-Man! 133 00:09:27,942 --> 00:09:30,111 [man] What's happening? He's going into the sewer! 134 00:09:30,195 --> 00:09:31,571 Hey, Spidey! 135 00:09:32,155 --> 00:09:34,366 Sorry, folks, no time for autographs. 136 00:09:34,449 --> 00:09:36,409 Uh, but you may applaud if you wish. 137 00:09:38,745 --> 00:09:42,457 Yuck. No wonder no one's ever found his hideout. 138 00:09:42,540 --> 00:09:43,583 He can have it. 139 00:09:44,167 --> 00:09:48,046 Ooh, my spider sense is ringing like a fire alarm. 140 00:09:48,630 --> 00:09:50,757 So this is where I'll web my camera. 141 00:09:55,637 --> 00:09:58,223 That's funny. There's no one here. 142 00:09:58,473 --> 00:10:01,184 But my spider sense has never been wrong before. 143 00:10:01,267 --> 00:10:03,162 And it's not wrong now, 144 00:10:03,186 --> 00:10:04,604 Spider-Man! 145 00:10:05,188 --> 00:10:08,733 Hey, it's nice of you to greet me with open arms, Doc. 146 00:10:08,983 --> 00:10:12,821 This is will be the last greeting you ever get, web-swinger. 147 00:10:13,071 --> 00:10:15,156 You have any last words? 148 00:10:16,408 --> 00:10:19,869 If it's all the same to you, I like to start with 149 00:10:19,953 --> 00:10:21,705 help! 150 00:10:21,955 --> 00:10:24,833 I've had enough of you jokes, Spider-Man. 151 00:10:25,291 --> 00:10:27,794 You sure? Did I ever tell you the one about the 152 00:10:28,336 --> 00:10:29,921 [laser-blaster fires] Hey! 153 00:10:30,005 --> 00:10:32,132 You could've waited till I got to the punch line. 154 00:10:33,049 --> 00:10:35,885 Well, a little web shot will fix you. 155 00:10:37,971 --> 00:10:40,640 Oh, great. It's clogged with water. 156 00:10:40,724 --> 00:10:42,976 A pity, Spider-Man. 157 00:10:43,059 --> 00:10:46,312 But my deadly tentacles are waterproof. 158 00:10:47,147 --> 00:10:50,650 And this sonic quartz vibrator will paralyze you! 159 00:10:52,652 --> 00:10:54,738 - [high-pitched sound blares] - Aah! 160 00:10:54,821 --> 00:10:56,948 I can hardly move. 161 00:10:58,825 --> 00:11:00,577 How lucky you are? 162 00:11:00,660 --> 00:11:04,497 You'll be the first to see how my new tentacles work 163 00:11:04,581 --> 00:11:06,875 like this diamond saw! 164 00:11:11,921 --> 00:11:13,298 Thanks for the free show. 165 00:11:13,381 --> 00:11:14,924 When's the commercial? 166 00:11:15,175 --> 00:11:16,926 Sorry, web spinner, 167 00:11:17,010 --> 00:11:20,472 the show has ended for you forever! 168 00:11:20,555 --> 00:11:22,474 [laughs] 169 00:11:27,228 --> 00:11:29,356 Hey, ix-nay on the bath, Doc. 170 00:11:29,439 --> 00:11:31,900 I never take one without my rubber ducky. 171 00:11:31,983 --> 00:11:33,443 [laughs] 172 00:11:37,197 --> 00:11:40,784 If I can't break these bars, it'll be bye-bye Spidey. 173 00:11:41,284 --> 00:11:43,036 I can't even budge 'em. 174 00:11:47,374 --> 00:11:50,960 If I don't break loose, it's the end of Spider-Man. 175 00:11:51,044 --> 00:11:53,755 And even worse, I won't get my homework done. 176 00:12:11,523 --> 00:12:15,360 It's time to raise the periscope and find my first helpless target. 177 00:12:15,443 --> 00:12:16,443 There it is. 178 00:12:16,486 --> 00:12:20,448 A super tanker filled with millions of barrels of oil. 179 00:12:20,532 --> 00:12:24,077 Now, for the final phase of my master plan. 180 00:12:25,245 --> 00:12:28,415 First, my laser tentacle will stop the ship. 181 00:12:33,795 --> 00:12:35,755 We've lost power! 182 00:12:36,006 --> 00:12:37,048 Excellent. 183 00:12:37,132 --> 00:12:39,759 Now to immobilize the crew. 184 00:12:40,343 --> 00:12:42,762 It's no use. We better call the Coast Guard. 185 00:12:42,846 --> 00:12:44,139 [high-pitched beeping] 186 00:12:44,222 --> 00:12:45,223 [all scream] 187 00:12:45,306 --> 00:12:46,349 That noise! 188 00:12:47,976 --> 00:12:50,437 My diamond drill will cut through this tanker 189 00:12:50,520 --> 00:12:52,313 as if it where butter. 190 00:12:57,569 --> 00:13:01,865 Now, all I have to do is pump the oil into my secret tanks. 191 00:13:01,948 --> 00:13:04,576 Soon I'll control all the world's oil. 192 00:13:04,659 --> 00:13:07,120 And with it, I'll control the world. 193 00:13:10,123 --> 00:13:12,417 Boy, I never thought I'd envy a goldfish. 194 00:13:12,500 --> 00:13:14,502 Hey, there's what I need. 195 00:13:15,253 --> 00:13:17,630 A bottle of acid. 196 00:13:17,714 --> 00:13:19,758 But how do I reach it? 197 00:13:20,425 --> 00:13:23,136 A spider line is my only chance. 198 00:13:23,219 --> 00:13:25,347 Don't fail me now, you little squirter. 199 00:13:28,433 --> 00:13:29,601 Got it. 200 00:13:29,684 --> 00:13:31,102 This has to work. 201 00:13:31,186 --> 00:13:33,563 There isn't time for a second try. 202 00:13:33,646 --> 00:13:34,981 [deep inhale] 203 00:13:38,735 --> 00:13:40,028 [gasps] 204 00:13:40,111 --> 00:13:43,156 Whew. I'll never take a bath again. 205 00:13:43,406 --> 00:13:46,493 Uh-oh. Hope the water didn't spoil my snaps. 206 00:13:46,576 --> 00:13:48,411 Well, can't worry about it now, 207 00:13:48,495 --> 00:13:51,122 not while that six-armed nutcase is still on the loose. 208 00:13:53,375 --> 00:13:55,960 [Jameson] Why isn't that no-good Parker around when I need him, 209 00:13:56,044 --> 00:13:57,962 all the photographers I can get? 210 00:13:58,046 --> 00:14:01,549 All of New York's oil is being drained away under our noses, 211 00:14:01,633 --> 00:14:03,718 and he's doing homework. 212 00:14:03,802 --> 00:14:07,305 Uncle Jonah, who needs that pipsqueak Parker anyway? 213 00:14:07,389 --> 00:14:09,808 I'll get you all the photos you need. 214 00:14:09,891 --> 00:14:12,519 Hey, oh... [chuckles] good idea, Mortimer. 215 00:14:12,602 --> 00:14:15,563 - Take the Bugle's helicopter. - Right. 216 00:14:17,107 --> 00:14:19,984 And, Ms. Brant, try to get a hold of Parker again. 217 00:14:20,068 --> 00:14:23,488 And if his aunt answers, say it's a wrong number. 218 00:14:25,115 --> 00:14:27,826 Strange, there's no sign of Doc Oc anywhere. 219 00:14:27,909 --> 00:14:30,495 Extra! Extra! Read all about 220 00:14:30,578 --> 00:14:32,831 the mystery of the vanishing oil. 221 00:14:33,081 --> 00:14:35,667 Hey, can I believe my little shell-like ears? 222 00:14:36,876 --> 00:14:39,087 Get your Daily Bugle here! 223 00:14:42,674 --> 00:14:44,592 Paper! Paper. 224 00:14:48,388 --> 00:14:50,348 According to reports from the U.S. Coast Guard, 225 00:14:50,432 --> 00:14:52,600 super tankers are being mysteriously drained 226 00:14:52,684 --> 00:14:54,185 of all their oil. 227 00:14:54,436 --> 00:14:55,645 I should've guessed. 228 00:14:55,729 --> 00:14:56,980 That's what Oc is up to. 229 00:14:57,731 --> 00:14:58,731 [beeping] 230 00:14:58,940 --> 00:15:00,233 Uh-oh, there goes my beeper. 231 00:15:00,316 --> 00:15:01,901 Must be Aunt May. 232 00:15:03,820 --> 00:15:04,988 What's happening, Aunt May? 233 00:15:05,071 --> 00:15:07,365 Peter, wherever did you run off to? 234 00:15:07,615 --> 00:15:10,035 Uh, I had some more research to do. 235 00:15:10,118 --> 00:15:12,662 Well, I hope you're not studying too hard, dear. 236 00:15:12,746 --> 00:15:14,748 I don't want you to exhaust yourself. 237 00:15:14,831 --> 00:15:18,001 Uh, no. I'm taking it real easy, Aunt May. 238 00:15:18,084 --> 00:15:19,586 But not too easy, Peter. 239 00:15:19,669 --> 00:15:22,464 We still want you to get an A on your homework. 240 00:15:22,714 --> 00:15:24,466 Oh, boy. What a mess. 241 00:15:24,549 --> 00:15:26,051 Not a trace of Doc Oc, 242 00:15:26,134 --> 00:15:28,636 and at this rate I'll never get my homework done, either. 243 00:15:29,262 --> 00:15:30,722 How will I face Aunt May? 244 00:15:30,972 --> 00:15:33,058 Hey, wait a minute. 245 00:15:33,141 --> 00:15:35,477 Why didn't I think of this before? 246 00:15:35,560 --> 00:15:38,063 If I can rewire my radio 247 00:15:38,146 --> 00:15:40,774 to the frequency to Doc Oc's sonic oscillator, 248 00:15:40,857 --> 00:15:42,984 I may be able to hone in on him. 249 00:15:44,736 --> 00:15:46,071 [beeps] 250 00:15:47,864 --> 00:15:48,990 It's working. 251 00:15:49,074 --> 00:15:52,327 Okay, Doc, ready or not, here I come. 252 00:15:54,329 --> 00:15:56,873 There's no sign of trouble anywhere. 253 00:15:56,956 --> 00:16:00,126 I got to get some photos and show off that flaky Peter Parker. 254 00:16:00,210 --> 00:16:01,544 Hey, what's that? 255 00:16:01,628 --> 00:16:03,004 It's Spider-Man! 256 00:16:03,088 --> 00:16:05,256 Quick, follow that no-good web-slinger. 257 00:16:11,262 --> 00:16:15,016 These tankers have no defense against my superpower tentacles. 258 00:16:15,809 --> 00:16:19,020 Mmm, everything looks okay from here. 259 00:16:19,104 --> 00:16:22,357 I'll just set up my camera and check down below. 260 00:16:22,732 --> 00:16:25,568 Sheesh. That guy's got more tricks up his tentacles 261 00:16:25,652 --> 00:16:26,652 than a magician. 262 00:16:26,736 --> 00:16:29,781 Well, ol' Spidey knows a trick or two himself. 263 00:16:32,659 --> 00:16:34,577 The oil's off. It stopped. 264 00:16:34,661 --> 00:16:36,121 Something must have jammed. 265 00:16:36,204 --> 00:16:38,081 I better check the surface. 266 00:16:42,419 --> 00:16:43,419 Spider-Man! 267 00:16:44,337 --> 00:16:47,340 I'll take care of that meddling wall-crawler 268 00:16:47,424 --> 00:16:48,591 once and for all! 269 00:16:50,677 --> 00:16:51,678 Hi, neighbor. 270 00:16:51,761 --> 00:16:53,888 Greetings from your welcome wagon. 271 00:16:53,972 --> 00:16:55,432 Forget it, fool. 272 00:16:55,515 --> 00:16:58,435 Nothing can penetrate this atomic glass I created. 273 00:17:01,146 --> 00:17:04,858 Why am I tackling the most dangerous crook on Earth again? 274 00:17:04,941 --> 00:17:07,110 I ought to have my pointy head examined. 275 00:17:07,819 --> 00:17:10,488 Hey, look, it's Dr. Octopus. 276 00:17:10,572 --> 00:17:12,949 And he's really singing it to Spider-Man. 277 00:17:14,451 --> 00:17:16,327 Hey, Oc, you keep this up, 278 00:17:16,411 --> 00:17:18,705 and it'll be the end of a beautiful friendship. 279 00:17:25,879 --> 00:17:28,882 Whoa. Any lower, I'd never need another haircut. 280 00:17:35,472 --> 00:17:38,058 Hey! Now you've gone too far. 281 00:17:41,478 --> 00:17:42,896 [beeping] 282 00:17:45,774 --> 00:17:48,651 Great! [Laughing] Spider-Man just got nailed! 283 00:17:48,735 --> 00:17:51,446 And for once, I'm scooping Peter Parker. 284 00:17:51,529 --> 00:17:55,075 Uncle Jonah will jump for joy when he sees the photos I took. 285 00:17:55,158 --> 00:17:58,411 Someone's spying on me from that helicopter. 286 00:17:58,495 --> 00:17:59,913 This will stop them. 287 00:18:03,500 --> 00:18:04,793 Dr. Octopus! 288 00:18:04,876 --> 00:18:07,420 He's spotted us! Let's get out of here! 289 00:18:10,131 --> 00:18:13,009 Oh, no! He's got us! 290 00:18:25,313 --> 00:18:28,525 Hmm. Looks like I'm about to become shark bait. 291 00:18:32,445 --> 00:18:35,782 Stop struggling, or I'll put soap flakes in your fishbowl. 292 00:18:41,830 --> 00:18:45,583 Oh, no! The doc's got Mortimer trapped in the Bugle helicopter. 293 00:18:46,334 --> 00:18:47,711 Almost hate to break it up. 294 00:18:47,794 --> 00:18:49,879 Those two deserve each other. 295 00:19:06,730 --> 00:19:10,734 I'll teach those fools to snoop on Dr. Octopus. 296 00:19:11,443 --> 00:19:13,403 [ship's horn blows] 297 00:19:15,905 --> 00:19:17,782 We've slipped his grip. 298 00:19:17,866 --> 00:19:19,617 Let's get back to the Daily Bugle. 299 00:19:23,204 --> 00:19:25,832 Wow. Just what I've been waiting for. 300 00:19:25,915 --> 00:19:29,044 All I have to do is trick Doc Oc into going there. 301 00:19:29,544 --> 00:19:31,921 [chuckling] Yeah. That's all. 302 00:19:33,089 --> 00:19:38,386 Surely that web-headed weasel doesn't think he can escape me so easily. 303 00:19:52,776 --> 00:19:56,946 You've run out of tricks, web-slinger! This is the payoff! 304 00:19:57,697 --> 00:19:59,949 You can say that again, doc! 305 00:20:00,033 --> 00:20:01,201 [alarms blaring] 306 00:20:09,626 --> 00:20:12,170 What's the matter, blue eyes? Cat got your tongue? 307 00:20:12,712 --> 00:20:15,840 This is Captain Gerard of the United States Navy. 308 00:20:15,924 --> 00:20:17,967 We'll take him from here, Spider-Man. 309 00:20:28,687 --> 00:20:30,105 Uncle Jonah? 310 00:20:30,480 --> 00:20:32,023 - Hey, Uncle Jonah! - Huh! 311 00:20:32,107 --> 00:20:33,650 What is it? Can't you see I'm... 312 00:20:33,733 --> 00:20:36,277 Oh. Mortimer. It's you. 313 00:20:36,361 --> 00:20:37,654 I got great news! 314 00:20:37,737 --> 00:20:41,741 I just took some pictures of Spider-Man getting finished off by Dr. Octopus. 315 00:20:41,825 --> 00:20:43,535 Spider-Man finished? 316 00:20:43,618 --> 00:20:45,954 Well, don't just stand there. Let me see 'em. 317 00:20:46,037 --> 00:20:47,747 Haven't even seen them myself, Uncle Jonah. 318 00:20:47,831 --> 00:20:50,166 - Just got them from the lab. - Quick. 319 00:20:51,751 --> 00:20:54,587 What... These pictures are totally blank! 320 00:20:55,130 --> 00:20:57,549 Is this some sort of joke, Mortimer? 321 00:20:57,632 --> 00:21:00,927 Oh, no. That laser blast must have ruined them. 322 00:21:01,011 --> 00:21:02,721 I swear, they were incredible, Uncle Jonah. 323 00:21:02,804 --> 00:21:05,557 Dr. Octopus sent Spider-Man to the bottom of the harbor. 324 00:21:06,474 --> 00:21:09,019 Funny. That's not the way I saw it. 325 00:21:10,395 --> 00:21:13,815 It was Spider-Man who clobbered poor Doc Oc. 326 00:21:13,898 --> 00:21:15,817 Well, uh, hey. 327 00:21:15,900 --> 00:21:19,487 Say, these... these are pretty good, Parker. 328 00:21:19,571 --> 00:21:21,656 If you didn't waste so much time doing homework, 329 00:21:21,740 --> 00:21:23,616 they'd probably be a lot better. 330 00:21:23,700 --> 00:21:25,493 Oh, no. My homework assignment. 331 00:21:25,577 --> 00:21:28,830 It's due in 10 minutes. I'm gonna fail for sure. 332 00:21:28,913 --> 00:21:30,415 Well, you can't win 'em all, my boy. 333 00:21:30,498 --> 00:21:32,459 The important thing is we got these great shots 334 00:21:32,542 --> 00:21:35,545 of Spider-Man web-swinging all over New York. 335 00:21:36,087 --> 00:21:38,256 All over New York. 336 00:21:38,340 --> 00:21:39,591 That's it! 337 00:21:39,674 --> 00:21:41,134 See you later, J.J.! 338 00:21:41,217 --> 00:21:43,970 Wait! Where are you going with my photos? 339 00:21:44,054 --> 00:21:45,972 Parker! 340 00:21:46,389 --> 00:21:49,142 Why, Peter, you got an A in your history class. 341 00:21:49,225 --> 00:21:51,811 That must have been a really excellent report you wrote. 342 00:21:51,895 --> 00:21:55,732 Well, uh, I didn't exactly write a report, Aunt May. 343 00:21:55,940 --> 00:21:57,835 Instead I used the pictures I took for the Daily Bugle 344 00:21:57,859 --> 00:21:59,069 to make a photo essay 345 00:21:59,152 --> 00:22:00,695 on the landmarks of New York City. 346 00:22:00,779 --> 00:22:02,280 The prof loved it. 347 00:22:02,364 --> 00:22:04,866 Why, they're lovely, Peter. 348 00:22:04,949 --> 00:22:06,409 But they would have been perfect 349 00:22:06,493 --> 00:22:08,912 if that horrible Spider-Man hadn't been there 350 00:22:08,995 --> 00:22:10,413 to ruin every one of them. 351 00:22:14,959 --> 00:22:16,711 [closing theme music playing]