1 00:00:00,041 --> 00:00:01,501 [opening theme music playing] 2 00:00:07,382 --> 00:00:09,092 [narrator] Spider-Man. 3 00:00:13,221 --> 00:00:14,472 [inaudible speaking] 4 00:00:30,864 --> 00:00:32,282 [meows] 5 00:00:50,342 --> 00:00:51,468 [inaudible speaking] 6 00:00:51,551 --> 00:00:52,551 [growls] 7 00:00:57,974 --> 00:00:59,601 [narrator] Spider-Man. 8 00:01:08,735 --> 00:01:09,861 Wow! 9 00:01:09,944 --> 00:01:11,946 Spidey sure is something, isn't he? 10 00:01:12,655 --> 00:01:14,199 Hey, look, it's him. 11 00:01:14,282 --> 00:01:16,034 The real Spider-Man. 12 00:01:16,117 --> 00:01:17,911 Hey, Spidey! 13 00:01:19,162 --> 00:01:20,246 Hi. 14 00:01:21,664 --> 00:01:23,249 Oh, no! 15 00:01:25,627 --> 00:01:28,713 What dummy put a billboard on the Daily Bugle roof? 16 00:01:33,468 --> 00:01:37,347 Hmm... I don't need three guesses to answer that. 17 00:01:40,016 --> 00:01:41,059 No, sirree! 18 00:01:41,142 --> 00:01:44,562 They don't make heroes like Captain America any more. 19 00:01:44,646 --> 00:01:47,899 But, Mr. Jameson, I thought you hated masked crime fighters 20 00:01:47,982 --> 00:01:49,484 more than spinach. 21 00:01:49,567 --> 00:01:51,277 Get this, Parker! 22 00:01:51,361 --> 00:01:55,490 Cap isn't a masked menace, like that Spider-Man weirdo. 23 00:01:55,573 --> 00:01:57,951 He's a real American hero. 24 00:01:58,034 --> 00:02:00,787 Maybe the greatest hero this nation has had 25 00:02:00,870 --> 00:02:02,247 since Herbert Hoover. 26 00:02:03,665 --> 00:02:06,918 How well I remember Cap back during World War II, 27 00:02:07,002 --> 00:02:11,423 and how he almost won the war single-handedly. 28 00:02:11,506 --> 00:02:15,677 Why, Jonah, you sound like Cap was a boyhood idol of yours. 29 00:02:15,760 --> 00:02:18,096 He still is, Robbie. 30 00:02:18,179 --> 00:02:20,974 All of you, let's go to the screening room. 31 00:02:28,648 --> 00:02:32,402 The Legend of Captain America! 32 00:02:32,485 --> 00:02:34,487 The world was being torn apart 33 00:02:34,571 --> 00:02:36,656 by a great global war. 34 00:02:36,740 --> 00:02:38,992 The United States needed a hero, 35 00:02:39,075 --> 00:02:41,828 an invincible super soldier. 36 00:02:41,911 --> 00:02:46,958 And that hero appeared, in a star-spangled costume. 37 00:02:47,042 --> 00:02:48,042 His name... 38 00:02:48,209 --> 00:02:51,171 Captain America! 39 00:02:53,340 --> 00:02:55,592 His deadliest foe, 40 00:02:55,675 --> 00:02:59,512 the monstrous Red Skull. 41 00:02:59,596 --> 00:03:04,184 When, in 1945, the wars end, 42 00:03:04,267 --> 00:03:07,187 there was a fateful explosion 43 00:03:07,937 --> 00:03:12,400 which hurled Captain America's unconscious body into the sea. 44 00:03:12,484 --> 00:03:15,195 There, he was frozen alive, 45 00:03:15,278 --> 00:03:18,365 remaining in a state of suspended animation, 46 00:03:18,448 --> 00:03:20,742 until many years later, 47 00:03:20,825 --> 00:03:22,994 the ice finally melted, 48 00:03:23,078 --> 00:03:26,956 and Captain America returned to renew his struggle 49 00:03:27,040 --> 00:03:30,251 for justice and liberty. 50 00:03:32,796 --> 00:03:34,255 Fantastic! 51 00:03:34,339 --> 00:03:38,009 But, Mr. Jameson, we all know how great Captain America is. 52 00:03:38,093 --> 00:03:40,178 Precisely, Ms. Brant, 53 00:03:40,261 --> 00:03:44,015 which is why all of New York will turn out for the special day I conceived. 54 00:03:44,099 --> 00:03:45,892 Captain America Day! 55 00:03:45,975 --> 00:03:48,436 Captain America Day? 56 00:03:48,520 --> 00:03:51,272 Why I can't think of anyone, 57 00:03:51,356 --> 00:03:54,317 except maybe that weasel-y wall-crawler, 58 00:03:54,401 --> 00:03:58,113 who wouldn't come out to honor Captain America. 59 00:04:11,793 --> 00:04:13,503 Master? 60 00:04:13,586 --> 00:04:16,464 You may enter, Dr. Niemann. 61 00:04:17,674 --> 00:04:20,260 The machine is completed, Herr Skull, 62 00:04:20,343 --> 00:04:23,221 but again, I must protest its use. 63 00:04:23,263 --> 00:04:26,307 And for the last time, Doctor, 64 00:04:26,391 --> 00:04:30,478 I warn you against protesting anything that concerns 65 00:04:30,562 --> 00:04:32,397 the Red Skull! 66 00:04:32,480 --> 00:04:35,108 Be grateful I allow someone 67 00:04:35,191 --> 00:04:38,319 as weak and unsightly as yourself to live, 68 00:04:38,403 --> 00:04:43,575 even if it is only to serve me by inventing ingenious gadgets. 69 00:04:43,658 --> 00:04:45,285 Yes, Herr Skull. 70 00:04:45,368 --> 00:04:49,539 Devices which I shall utilize, Dr. Niemann, 71 00:04:49,622 --> 00:04:52,125 in my final and glorious defeat 72 00:04:52,208 --> 00:04:56,504 of my accursed foe, Captain America. 73 00:04:56,588 --> 00:04:58,882 And it will occur upon that day 74 00:04:58,965 --> 00:05:02,218 when Captain America is to be honored. 75 00:05:02,302 --> 00:05:04,888 Fitting, is it not? 76 00:05:05,347 --> 00:05:06,765 Yes, Herr Skull. 77 00:05:06,848 --> 00:05:10,643 - Shall I fetch your weapons, master? - Yes. 78 00:05:10,727 --> 00:05:14,564 But first, comb your hair. 79 00:05:14,647 --> 00:05:17,567 Your lack of grooming is intolerable. 80 00:05:27,619 --> 00:05:31,623 What a day! Sure makes you proud to be an American. 81 00:05:31,706 --> 00:05:32,540 Yes, sir. 82 00:05:32,624 --> 00:05:33,917 Now get out there, Parker, 83 00:05:34,000 --> 00:05:36,836 and take some great pictures of Cap and me together. 84 00:05:37,379 --> 00:05:40,757 Right, but you better practise your smile, J.J. 85 00:05:40,840 --> 00:05:43,301 Huh? Oh, right. 86 00:05:43,385 --> 00:05:47,347 Mr. Jameson, publisher of the Daily Bugle? 87 00:05:47,430 --> 00:05:50,058 Yes, but if you want an autograph, I'm... 88 00:05:50,141 --> 00:05:53,812 I'm very busy right... 89 00:05:56,731 --> 00:05:57,941 Funny, isn't it? 90 00:05:58,024 --> 00:05:59,710 Captain America puts on a mask, does his thing, 91 00:05:59,734 --> 00:06:02,570 and even old prune face Jameson loves him. 92 00:06:02,654 --> 00:06:05,281 But when a guy like Spider-Man does the same thing, 93 00:06:05,365 --> 00:06:06,616 people call him a menace. 94 00:06:06,700 --> 00:06:09,953 Why, Peter, you sound like Spider-Man's press agent. 95 00:06:10,036 --> 00:06:12,455 People of New York, 96 00:06:12,539 --> 00:06:15,542 in this age of newly awakened patriotism, 97 00:06:15,625 --> 00:06:18,169 it is my honor and privilege, 98 00:06:18,253 --> 00:06:21,715 to officially open our first, but not last, 99 00:06:21,798 --> 00:06:24,592 Captain America Day! 100 00:06:24,676 --> 00:06:27,971 Uh-oh, according to my spider sense, 101 00:06:28,096 --> 00:06:30,390 we've got trouble. 102 00:06:30,807 --> 00:06:34,686 And now, here's the man we've all been waiting for. 103 00:06:34,769 --> 00:06:37,230 The living legend of World War II, 104 00:06:37,313 --> 00:06:39,607 the star-spangled defender, 105 00:06:39,691 --> 00:06:41,818 Captain America! 106 00:06:41,901 --> 00:06:44,070 [man] Yeah! Captain America! 107 00:06:44,154 --> 00:06:45,196 [man 2] Way to go, Cap! 108 00:06:45,280 --> 00:06:46,781 [man 3] Let's hear it! 109 00:06:46,865 --> 00:06:48,450 What a guy! 110 00:06:48,533 --> 00:06:49,701 Our hero! 111 00:06:49,784 --> 00:06:53,496 Hey, Betty, I'm out of film. Got to find a camera shop fast. 112 00:06:53,580 --> 00:06:57,792 But, Peter, I brought along lots of film. 113 00:06:57,876 --> 00:07:01,296 Mr. Jameson, people of New York, 114 00:07:01,379 --> 00:07:04,424 I appreciate, but really don't deserve, 115 00:07:04,507 --> 00:07:06,217 this great honor. 116 00:07:06,634 --> 00:07:12,265 For once, I agree, you sanctimonious, patriotic swine. 117 00:07:12,724 --> 00:07:16,353 What? That voice. You're not Jameson. 118 00:07:18,563 --> 00:07:20,065 But hardly. 119 00:07:20,148 --> 00:07:22,317 - It's the Red Skull! - [people chattering] 120 00:07:22,400 --> 00:07:24,361 Everyone, keep back. 121 00:07:24,444 --> 00:07:26,279 I'll handle the Red Skull. 122 00:07:26,654 --> 00:07:31,409 Indeed, this battle must be waged by just the two of us. 123 00:07:31,534 --> 00:07:33,745 So, allow me... 124 00:07:33,828 --> 00:07:35,830 - Look out! - To disperse this rabble. 125 00:07:35,914 --> 00:07:37,624 - [man 4] Run! - [man 5] Get out of here! 126 00:07:37,707 --> 00:07:42,379 And now, you star-spangled fool! 127 00:07:55,183 --> 00:07:57,977 Any more surprises, mad man? 128 00:07:58,478 --> 00:08:00,605 Now's my chance to show that Spidey's no piker 129 00:08:00,730 --> 00:08:02,440 when it come to heroics. 130 00:08:04,275 --> 00:08:07,362 An old weapon this time, Captain... 131 00:08:07,445 --> 00:08:08,905 Gas. 132 00:08:08,988 --> 00:08:11,908 [coughing] 133 00:08:14,536 --> 00:08:17,080 Hey, what the blazes is going on here? 134 00:08:17,163 --> 00:08:20,291 You'll have to do better than that, Skull. 135 00:08:22,293 --> 00:08:24,087 Heads up, people, it's bargain day. 136 00:08:24,170 --> 00:08:26,464 Two masked do-gooders for the price of... 137 00:08:27,007 --> 00:08:28,633 Oof! 138 00:08:30,719 --> 00:08:33,346 [coughing] Spider-Man... 139 00:08:34,931 --> 00:08:37,976 Thank you, web-head. 140 00:08:38,059 --> 00:08:40,937 Now, sleep while you can, Captain America. 141 00:08:41,021 --> 00:08:44,065 Your nightmare is just beginning. 142 00:08:53,533 --> 00:08:54,909 [groans] 143 00:08:54,993 --> 00:08:58,580 Anybody get the number of that Sherman tank? 144 00:08:59,372 --> 00:09:00,957 Uh-oh. 145 00:09:03,335 --> 00:09:05,920 My spider tracer will track him. 146 00:09:16,556 --> 00:09:19,017 You traitor! 147 00:09:19,100 --> 00:09:21,811 Huh? Who, me? 148 00:09:22,228 --> 00:09:25,815 It's your fault our great hero was captured by the Red Skull. 149 00:09:25,899 --> 00:09:29,819 In fact, you and that skull-faced cretin are probably partners! 150 00:09:29,903 --> 00:09:34,115 I used to think Mr. Jameson was wrong about you, Spider-Man. 151 00:09:34,199 --> 00:09:35,450 But now... 152 00:09:35,784 --> 00:09:38,203 Spider-Man let him get away! 153 00:09:38,286 --> 00:09:40,663 - [men] Spider-Man's a traitor! - [woman clmoring] 154 00:09:40,747 --> 00:09:45,126 Hmm, seems this isn't quite the time for an explanation, so... 155 00:09:45,502 --> 00:09:47,796 You can run away from us, traitor, 156 00:09:47,879 --> 00:09:50,090 but you can't run away from the truth! 157 00:09:50,173 --> 00:09:52,300 Do you hear me, Spider-Man? 158 00:09:54,844 --> 00:09:56,596 Read it in the Bugle! 159 00:09:56,680 --> 00:10:00,600 How Spider-Man helped the Red Skull capture Captain America! 160 00:10:00,684 --> 00:10:01,768 Read all about it! 161 00:10:01,851 --> 00:10:04,646 And now we know that Spider-Man 162 00:10:04,729 --> 00:10:08,108 isn't simply a masked criminal, 163 00:10:08,191 --> 00:10:10,652 he's also a cowardly turncoat, 164 00:10:10,735 --> 00:10:15,156 a sell-out and the worst traitor since Benedict Arnold! 165 00:10:16,199 --> 00:10:19,202 Hey, where are you going with your Spider-Man collection? 166 00:10:32,382 --> 00:10:34,551 Sitting around moping isn't doing any good. 167 00:10:35,051 --> 00:10:36,928 I've got to find Cap. 168 00:10:37,012 --> 00:10:39,347 It's a good thing I planted one of my handy dandy 169 00:10:39,431 --> 00:10:41,307 spider tracers on his shield. 170 00:10:41,391 --> 00:10:43,977 Look, there he is! 171 00:10:44,185 --> 00:10:46,646 There's that miserable wall-crawler! 172 00:10:46,730 --> 00:10:48,982 - Get him! - [people booing] 173 00:10:55,905 --> 00:10:58,742 Go back where you came from, you creep! 174 00:11:05,999 --> 00:11:09,127 At least old glory hasn't turned against me. 175 00:11:09,210 --> 00:11:10,920 - [tearing] - [clears throat] 176 00:11:18,595 --> 00:11:19,595 There he is! 177 00:11:19,637 --> 00:11:21,348 And on top of everything else, 178 00:11:21,431 --> 00:11:24,017 he's now ripped up the flag! 179 00:11:24,100 --> 00:11:27,020 [people clamoring] 180 00:11:30,982 --> 00:11:31,982 [grunts] 181 00:11:32,233 --> 00:11:34,527 Uh, I'd like to stick around 182 00:11:34,611 --> 00:11:37,822 and recite the Pledge of Allegiance or something, 183 00:11:37,906 --> 00:11:39,824 but I have a hunch you wouldn't listen. 184 00:11:39,908 --> 00:11:40,908 Stop him! 185 00:11:42,911 --> 00:11:45,538 [people clamoring] 186 00:11:51,961 --> 00:11:53,505 Your star ship 187 00:11:53,588 --> 00:11:58,510 and your other inventions worked most admirably today, Dr. Niemann. 188 00:11:58,968 --> 00:12:03,807 Pray that your latest creation works equally well tonight, 189 00:12:03,890 --> 00:12:07,519 when I use it on my helpless captive. 190 00:12:07,602 --> 00:12:09,396 Yes, Herr Skull. 191 00:12:15,151 --> 00:12:18,905 And I wonder, Robbie, if maybe Mr. Jameson is right. 192 00:12:18,988 --> 00:12:21,116 Maybe deep down inside, 193 00:12:21,199 --> 00:12:23,326 Spider-Man was jealous of Captain America. 194 00:12:23,785 --> 00:12:28,039 Maybe without realizing it, Spider-Man wanted Cap to be captured. 195 00:12:28,123 --> 00:12:30,458 Well, I'm no psychologist, Peter, 196 00:12:30,542 --> 00:12:33,503 but I know there's only one way for Spider-Man to clear himself. 197 00:12:33,586 --> 00:12:37,799 Yeah, but how can Spidey rescue Cap when he can't even be seen in public? 198 00:12:37,882 --> 00:12:40,051 Well, I'm sure he'll think of something. 199 00:12:50,895 --> 00:12:55,275 Disguised as Cap, maybe I can get around and track my spider tracer. 200 00:12:55,358 --> 00:12:58,778 Hmm, it's not the greatest fit, 201 00:12:58,862 --> 00:13:02,824 but all of us crime-fighters can't afford designer's long johns. 202 00:13:02,907 --> 00:13:06,578 Mmm, maybe in the dark, nobody will notice. 203 00:13:11,958 --> 00:13:13,543 Okay, Cap, 204 00:13:13,626 --> 00:13:17,047 for you and Uncle Sam, I'll take you, but, boy, 205 00:13:17,130 --> 00:13:19,924 that costume is sure a lousy fit. 206 00:13:23,803 --> 00:13:26,473 And I'll never forget when you gave that gung-ho 207 00:13:26,556 --> 00:13:29,642 pep talk to the Joes in my fighter squadron, Cap. 208 00:13:29,726 --> 00:13:30,810 [beeping] 209 00:13:30,894 --> 00:13:32,330 Man, it seems like only yesterday... 210 00:13:32,354 --> 00:13:33,396 My spider tracer. 211 00:13:33,480 --> 00:13:37,150 Hold it! This is where I get off. 212 00:13:40,779 --> 00:13:43,948 Hey, Cap, wait! You forget your parachute! 213 00:14:00,090 --> 00:14:05,178 Before we put my plan of vengeance into its final phases, Captain, 214 00:14:05,261 --> 00:14:08,139 allow me to treat you to this demonstration. 215 00:14:11,017 --> 00:14:14,354 [growling] 216 00:14:14,437 --> 00:14:17,440 [exhales] But see what occurs after Dr. Niemann 217 00:14:17,524 --> 00:14:21,111 subjects those animals to his latest contraption. 218 00:14:21,194 --> 00:14:23,697 All right, Dr. Niemann, you may begin. 219 00:14:25,240 --> 00:14:29,035 [barking] 220 00:14:40,755 --> 00:14:45,010 Niemann's scientific miracle is quite obvious, Captain America. 221 00:14:45,093 --> 00:14:48,555 The dog and the cat have, to put it simply, 222 00:14:48,638 --> 00:14:50,890 exchanged minds. 223 00:14:50,974 --> 00:14:54,644 The cat's mind now inhabits the body of the dog, 224 00:14:54,728 --> 00:14:56,146 and vice versa. 225 00:14:56,229 --> 00:14:59,065 Imagine what the outcome will be 226 00:14:59,149 --> 00:15:01,985 when the two of us are subjected 227 00:15:02,068 --> 00:15:06,239 to this full-scale mind transfer machine! 228 00:15:06,322 --> 00:15:08,575 No. You can't mean... 229 00:15:08,658 --> 00:15:12,078 Oh, but I do, Captain. 230 00:15:12,162 --> 00:15:14,372 Consider the possibilities. 231 00:15:14,456 --> 00:15:15,874 Your mind 232 00:15:15,957 --> 00:15:18,835 trapped inside the body of the Red Skull, 233 00:15:18,918 --> 00:15:23,048 locked away in one of this castle's stinking dungeons, 234 00:15:23,131 --> 00:15:26,009 while the mind of the Red Skull 235 00:15:26,092 --> 00:15:30,180 inhabits the powerful body of everyone's favorite hero, 236 00:15:30,263 --> 00:15:32,599 Captain America. 237 00:15:32,682 --> 00:15:36,186 With your body and my brain, 238 00:15:36,269 --> 00:15:38,772 there is nothing I cannot accomplish, 239 00:15:38,855 --> 00:15:44,527 including the total domination of your beloved country. 240 00:15:44,611 --> 00:15:47,113 [laughing] 241 00:15:50,408 --> 00:15:51,659 This is it... 242 00:15:51,993 --> 00:15:53,995 Unless a lot of people park their Skull ships 243 00:15:54,079 --> 00:15:57,707 on the roofs of their castles. 244 00:16:04,089 --> 00:16:06,174 [alarm sounding] 245 00:16:06,508 --> 00:16:10,011 Herr Skull, one of the photoelectric cells has been interrupted. 246 00:16:10,095 --> 00:16:11,012 We have an intruder. 247 00:16:11,096 --> 00:16:12,555 Very well. 248 00:16:12,639 --> 00:16:16,393 Activate your security devices. That's what they're for. 249 00:16:16,476 --> 00:16:19,729 We have more urgent matters. 250 00:16:20,271 --> 00:16:24,943 Wow, the Skull probably bought this place from Dracula, 251 00:16:25,026 --> 00:16:26,444 or some werewolf. 252 00:16:32,325 --> 00:16:35,495 So far, this has been a piece of... cake? 253 00:16:35,620 --> 00:16:36,996 [gulps] 254 00:16:40,125 --> 00:16:42,168 The price of cake just went up. 255 00:16:42,252 --> 00:16:45,088 Let's see, how would the real Cap handle this? 256 00:16:49,592 --> 00:16:51,386 So much for questions. 257 00:16:58,476 --> 00:16:59,811 Just what I figured. 258 00:16:59,894 --> 00:17:02,272 Any knight that heavy had to be a robot. 259 00:17:06,026 --> 00:17:07,193 Yike! 260 00:17:07,694 --> 00:17:11,906 Darn! One more year when I don't make the best-dressed list. 261 00:17:11,990 --> 00:17:14,367 It's a walking cigarette lighter. 262 00:17:16,202 --> 00:17:18,913 Tsk, tsk, LEGO playmate. 263 00:17:19,372 --> 00:17:21,416 What would Smoky the Bear say? 264 00:17:24,919 --> 00:17:27,172 Let's try that again, iron man, 265 00:17:27,255 --> 00:17:28,423 Spider-Man style. 266 00:17:37,223 --> 00:17:40,602 Now, where do I find skull-face? 267 00:17:43,772 --> 00:17:46,191 [electronic static] 268 00:17:46,274 --> 00:17:48,943 Sounds like it's coming from the other side. 269 00:17:49,027 --> 00:17:51,196 No, the Skull couldn't be using 270 00:17:51,279 --> 00:17:55,408 the old secret passage behind the bookcase gag, could he? 271 00:17:57,494 --> 00:17:59,829 Well, I never said that Skull was original. 272 00:17:59,913 --> 00:18:02,499 Evil, yes, but original, uh-uh. 273 00:18:03,541 --> 00:18:04,793 Please, master, 274 00:18:04,876 --> 00:18:08,213 I beg you not to use my machine for this. 275 00:18:08,296 --> 00:18:12,550 I invented it to help mankind, not destroy it! 276 00:18:12,842 --> 00:18:14,552 I'll fight it, Skull, 277 00:18:14,636 --> 00:18:17,222 as long as there's a trace of strength left in me. 278 00:18:17,305 --> 00:18:20,517 I suggest you save your strength, Captain. 279 00:18:20,600 --> 00:18:24,187 I do not wish to inhabit a tired body. 280 00:18:24,270 --> 00:18:27,190 [laughing] 281 00:18:27,273 --> 00:18:30,694 [straining] 282 00:18:30,777 --> 00:18:33,446 Please, master! This is wrong. 283 00:18:33,530 --> 00:18:35,532 This isn't what I intended. I... 284 00:18:35,615 --> 00:18:37,117 You? 285 00:18:37,200 --> 00:18:39,035 You are nothing. 286 00:18:39,119 --> 00:18:42,872 You are an ugly, whining weakling. 287 00:18:43,248 --> 00:18:45,208 Increase the power! 288 00:18:45,291 --> 00:18:47,335 In just another few more moments, 289 00:18:47,419 --> 00:18:51,798 the transfer of my mind into Captain America's body will be completed. 290 00:18:51,881 --> 00:18:54,384 This is what I've dreamed of. 291 00:18:54,467 --> 00:18:55,677 Now do it! 292 00:18:55,760 --> 00:18:57,387 Yes. 293 00:18:57,470 --> 00:18:59,681 As you command, Herr Skull. 294 00:19:07,647 --> 00:19:10,066 Hey, Cap! Think fast. 295 00:19:16,781 --> 00:19:19,826 Niemann, you blundering fool! 296 00:19:24,497 --> 00:19:26,541 The crawling creep! 297 00:19:28,126 --> 00:19:31,046 The time has finally come, Dr. Niemann, 298 00:19:31,129 --> 00:19:34,007 to employ the last of your deadly devices. 299 00:19:36,509 --> 00:19:37,385 No! 300 00:19:37,469 --> 00:19:39,220 [laughing] 301 00:19:39,304 --> 00:19:41,097 Move, youngster, double time. 302 00:19:45,101 --> 00:19:48,772 You cannot outrun me, insect! 303 00:19:49,147 --> 00:19:51,232 Can't blame a guy for trying, Skullsy. 304 00:19:53,193 --> 00:19:57,781 So, we are back again, just the two of us. 305 00:20:00,450 --> 00:20:02,911 What am I, chicken liver? 306 00:20:06,915 --> 00:20:10,418 Just joking. If you guys want to be alone, it's okay with me. 307 00:20:14,714 --> 00:20:17,676 I beat you before, and I'll do it again. 308 00:20:18,718 --> 00:20:19,719 No... 309 00:20:20,178 --> 00:20:22,263 You swine! 310 00:20:22,347 --> 00:20:24,683 [grunting] 311 00:20:30,939 --> 00:20:32,982 Have a seat in the barber's chair, bonehead. 312 00:20:34,859 --> 00:20:37,987 But tell him not to take too much off the top. 313 00:20:41,658 --> 00:20:43,868 Thanks, Spider-Man. 314 00:20:43,952 --> 00:20:46,663 Guess we can still get home in time to watch the late late show. 315 00:20:49,749 --> 00:20:52,794 [moaning] 316 00:20:52,877 --> 00:20:54,379 No... 317 00:20:55,797 --> 00:21:00,301 Our battle is not near over. 318 00:21:00,385 --> 00:21:03,680 I, I, I beg to disagree, master. 319 00:21:04,973 --> 00:21:10,020 [screaming] 320 00:21:10,937 --> 00:21:12,105 Too late, Cap. 321 00:21:12,188 --> 00:21:14,899 With no body to receive the Skull's mind, 322 00:21:14,983 --> 00:21:17,193 that mind vanished into the air. 323 00:21:17,277 --> 00:21:19,696 Now it's a harmless, disembodied spirit. 324 00:21:19,779 --> 00:21:23,700 That's the only decent act I've ever done. 325 00:21:23,783 --> 00:21:26,161 The Red Skull will not rise again. 326 00:21:26,244 --> 00:21:31,750 He should not have called me ugly and all those other names. 327 00:21:36,880 --> 00:21:39,507 You proved to me you're A-okay, Spider-Man, 328 00:21:39,591 --> 00:21:41,926 - and a real American. - Thank, Cap. 329 00:21:42,010 --> 00:21:45,347 In fact, I may just suggest to a certain newspaper publisher 330 00:21:45,430 --> 00:21:46,723 a Spider-Man Day. 331 00:21:46,806 --> 00:21:48,224 Yeah? No fooling? 332 00:21:48,308 --> 00:21:50,643 Hey, I think I'd like that. In fact, we could... 333 00:21:50,727 --> 00:21:52,437 Uh, on second thought, 334 00:21:52,520 --> 00:21:55,815 I'd probably have to shake hands with Jameson. 335 00:21:55,899 --> 00:21:57,567 It just wouldn't be worth it. 336 00:22:04,908 --> 00:22:07,077 Keep 'em flying, Cap! 337 00:22:15,085 --> 00:22:16,711 [closing theme music]