1 00:00:03,545 --> 00:00:04,754 [theme music playing] 2 00:00:07,549 --> 00:00:09,092 [narrator] Spider-Man. 3 00:00:13,138 --> 00:00:14,431 [inaudible] 4 00:00:19,894 --> 00:00:20,894 [thunder rumbling] 5 00:00:28,862 --> 00:00:29,863 [zap] 6 00:00:30,864 --> 00:00:32,407 [meows] 7 00:00:32,866 --> 00:00:34,367 [clacking] 8 00:00:42,083 --> 00:00:43,084 [thunder rumbling] 9 00:00:50,342 --> 00:00:51,468 [inaudible] 10 00:00:51,676 --> 00:00:52,719 [roars] 11 00:00:57,974 --> 00:00:59,601 [narrator] Spider-Man. 12 00:01:15,575 --> 00:01:17,285 Evening, folks. 13 00:01:17,369 --> 00:01:20,121 Need an assist from a friendly wall-crawler? 14 00:01:20,205 --> 00:01:22,582 Spider-Man, it's that cat burglar 15 00:01:22,665 --> 00:01:24,959 we've been trying to capture all month. 16 00:01:25,043 --> 00:01:26,520 We know he's hiding out here some place. 17 00:01:26,544 --> 00:01:28,963 He could be anywhere in these shadows. 18 00:01:37,097 --> 00:01:38,473 Hmm... 19 00:01:38,556 --> 00:01:40,725 Good old spider sense. 20 00:01:44,396 --> 00:01:47,774 OK, guys! The cat's been chased up a tree. 21 00:01:52,153 --> 00:01:55,198 Hey, what the... Oof! 22 00:01:58,243 --> 00:01:59,994 Hey, I give up! 23 00:02:00,078 --> 00:02:02,580 Just get me out of here! 24 00:02:02,664 --> 00:02:05,875 Tonight, you proved that you're not so bad after all, Spider-Man. 25 00:02:05,959 --> 00:02:07,002 In fact, I'm going to 26 00:02:07,085 --> 00:02:10,005 do my best to get you a citation for your heroism. 27 00:02:10,088 --> 00:02:13,008 Thanks, officer, but I really can't stick around. 28 00:02:13,633 --> 00:02:17,470 My aunt wants me to be home by 8:00 sharp. 29 00:02:22,684 --> 00:02:24,686 [door opens] 30 00:02:24,769 --> 00:02:27,522 Oh, Peter, dear. You're right on time. 31 00:02:27,605 --> 00:02:29,733 I wouldn't stand up my favorite girl. 32 00:02:30,942 --> 00:02:33,903 Now, what's this surprise you said you were planning for me at 8:00? 33 00:02:33,987 --> 00:02:37,782 Just get comfy in your Uncle Ben's E-Z chair and you'll see. 34 00:02:42,120 --> 00:02:44,622 And now, the new adventures 35 00:02:44,706 --> 00:02:47,000 of The Mighty Avengers! 36 00:02:47,083 --> 00:02:50,253 You wanted me home to see a TV cartoon show? 37 00:02:50,337 --> 00:02:54,382 Oh, I know how you enjoy adventure programs, and this is one 38 00:02:54,466 --> 00:02:57,218 about nice people with strange powers. 39 00:02:57,302 --> 00:03:01,264 Not nasty people, like that scary Spider-Man. 40 00:03:04,017 --> 00:03:07,437 [prisoners clamoring] 41 00:03:07,520 --> 00:03:11,274 - Don't put him in here! - Yeah, put him in the hole! 42 00:03:11,358 --> 00:03:15,612 This cozy cell should keep you safe from them, 43 00:03:15,695 --> 00:03:17,364 Mr. Cat Burglar. 44 00:03:17,530 --> 00:03:20,116 Not too popular with the other cons, are you? 45 00:03:20,200 --> 00:03:24,120 So, my cell-mate's the notorious chameleon, 46 00:03:24,204 --> 00:03:26,247 master of disguise. 47 00:03:26,331 --> 00:03:28,416 Judging by the reception you just got, 48 00:03:28,500 --> 00:03:30,877 you're somewhat of a celebrity yourself. 49 00:03:30,960 --> 00:03:34,005 That's 'cause they know I'm related to the guy 50 00:03:34,089 --> 00:03:37,175 who's partly responsible for most of us being here. 51 00:03:37,258 --> 00:03:38,885 Oh, how's that? 52 00:03:39,052 --> 00:03:41,680 It was back in the days when a certain wall-crawler 53 00:03:41,763 --> 00:03:43,431 was just starting his career. 54 00:03:43,515 --> 00:03:47,185 Back then, all he wanted to be was a big-time TV star. 55 00:03:50,146 --> 00:03:53,858 So, leave the crook catching to the sucker super heroes, Spider-Man. 56 00:03:53,942 --> 00:03:56,903 Stick with me, and I'll make you a millionaire. 57 00:03:56,986 --> 00:04:00,657 Sometime later, a thief was robbing the house of Ben and May Parker, 58 00:04:00,740 --> 00:04:03,868 with old Ben having himself a fatal accident. 59 00:04:03,952 --> 00:04:05,870 He might have gotten away with it, 60 00:04:05,954 --> 00:04:08,248 except for that crummy wall-crawler. 61 00:04:08,331 --> 00:04:10,583 He seemed to take it personally. 62 00:04:12,085 --> 00:04:15,463 You'll never escape again, murderer! 63 00:04:23,221 --> 00:04:25,181 Ahh! Oof! 64 00:04:25,724 --> 00:04:29,310 To the web-spinner's surprise, the guy who wasted 65 00:04:29,394 --> 00:04:33,648 Ben Parker was the same guy he let escape at the TV studio. 66 00:04:34,024 --> 00:04:36,526 That's when Spider-Man started using 67 00:04:36,609 --> 00:04:38,236 his powers to fight crime. 68 00:04:38,319 --> 00:04:39,863 I know all this because 69 00:04:39,946 --> 00:04:41,656 that guy was my cousin. 70 00:04:41,865 --> 00:04:45,243 The guy who started Spider-Man on his crime-fighting career. 71 00:04:45,326 --> 00:04:48,580 Hmm, you know, fate must have 72 00:04:48,663 --> 00:04:50,165 made you my cell-mate. 73 00:04:50,248 --> 00:04:52,417 For a long time I've been planning to take over. 74 00:04:52,500 --> 00:04:54,544 New York's criminal underworld. 75 00:04:54,627 --> 00:04:56,171 But there's one major element 76 00:04:56,254 --> 00:04:59,841 that's forever standing in my way, Spider-Man. 77 00:04:59,966 --> 00:05:03,553 But getting rid of Spider-Man by force has always failed. 78 00:05:03,636 --> 00:05:07,265 Now, perhaps, there's a more subtle way of eliminating the wall-crawler. 79 00:05:07,349 --> 00:05:09,267 Ben Parker's nephew, 80 00:05:09,351 --> 00:05:12,604 Peter, always manages to get the best news photos 81 00:05:12,687 --> 00:05:14,981 of Spider-Man for The Daily Bugle, 82 00:05:15,065 --> 00:05:17,275 and Peter lives with his old aunt, 83 00:05:17,984 --> 00:05:20,445 Ben's widow, May Parker. 84 00:05:20,528 --> 00:05:24,407 Yeah, yeah, how very interesting. 85 00:05:48,223 --> 00:05:50,600 You men seem to be doing well tonight. 86 00:05:50,684 --> 00:05:52,519 - Oh, Hi, warden. - Thanks, warden. 87 00:05:52,602 --> 00:05:55,480 - I'm going home early, Sam. - Yes, sir. 88 00:05:55,563 --> 00:05:56,563 See you tomorrow, warden. 89 00:06:02,987 --> 00:06:04,781 So, what happens now, Chameleon? 90 00:06:04,864 --> 00:06:08,410 We wait, Colleen, and we plan the extermination of 91 00:06:08,493 --> 00:06:10,620 a most meddlesome insect. 92 00:06:18,962 --> 00:06:20,672 Excuse me. 93 00:06:21,631 --> 00:06:24,509 But would you mind if I sat with you? 94 00:06:24,592 --> 00:06:27,887 Oh, please do. I'm just waiting here for my nephew. 95 00:06:27,971 --> 00:06:31,307 My name is Colleen Clark. I come here often. 96 00:06:31,391 --> 00:06:33,768 It's so, so comforting 97 00:06:33,852 --> 00:06:35,145 since I've been left alone. 98 00:06:35,228 --> 00:06:37,147 I understand, Colleen. 99 00:06:37,230 --> 00:06:39,274 - I'm a widow too. - Yes. 100 00:06:39,357 --> 00:06:41,609 Oh, my! 101 00:06:41,693 --> 00:06:45,113 But that's a fine-looking gentleman over there. 102 00:06:45,196 --> 00:06:48,283 Oh... Oh, my stars! It's Ben! 103 00:06:48,366 --> 00:06:49,951 My husband Ben. 104 00:06:50,035 --> 00:06:53,038 Ben, dear, wait! Don't go away! 105 00:06:53,121 --> 00:06:55,373 Right on time again, Aunt... 106 00:06:55,457 --> 00:06:57,625 Aunt May, what's wrong? 107 00:06:57,709 --> 00:07:00,628 I, I saw your Uncle Ben. 108 00:07:00,712 --> 00:07:03,006 He went into the other gallery. 109 00:07:03,089 --> 00:07:05,258 Be right back. 110 00:07:05,342 --> 00:07:08,428 Uh, sir, did a man just come in to this room? 111 00:07:08,511 --> 00:07:11,473 Uh, no one at all. 112 00:07:11,556 --> 00:07:12,807 Thank you. 113 00:07:16,144 --> 00:07:18,938 Maybe your husband's spirit wants to tell you something. 114 00:07:19,022 --> 00:07:21,691 His, his spirit? 115 00:07:21,775 --> 00:07:25,570 I know a man who might be able to help you... 116 00:07:25,653 --> 00:07:27,322 A spirit medium. 117 00:07:27,405 --> 00:07:29,699 The great Mentarr? 118 00:07:29,783 --> 00:07:33,161 I'm sorry, Aunt May, but no one saw anyone. 119 00:07:33,244 --> 00:07:36,623 I did. I saw Ben. 120 00:07:36,998 --> 00:07:39,876 I appreciate you bringing me here, Colleen. 121 00:07:39,959 --> 00:07:41,419 Thank you so much. 122 00:07:41,503 --> 00:07:44,339 I do hope you find your answer here, May. 123 00:07:44,422 --> 00:07:47,425 I'll call you later. Oh, thanks again. 124 00:07:59,688 --> 00:08:01,356 [knocking on door] 125 00:08:04,234 --> 00:08:06,027 Mrs. Parker? 126 00:08:06,111 --> 00:08:08,613 The Great Mentarr has been expecting you. 127 00:08:08,697 --> 00:08:10,365 You know my name? 128 00:08:10,573 --> 00:08:13,326 This way, Mrs. Parker. Through the doorway. 129 00:08:13,410 --> 00:08:15,870 Oh, thank you, dear. 130 00:08:18,456 --> 00:08:20,417 I won't deceive you. 131 00:08:20,500 --> 00:08:24,379 Mrs. Clark phoned that you were coming, and why. 132 00:08:24,462 --> 00:08:25,547 Please. 133 00:08:26,589 --> 00:08:29,676 You wish to contact your beloved husband's spirit. 134 00:08:29,759 --> 00:08:33,430 Concentrate on him with all your mind and heart. 135 00:08:33,471 --> 00:08:35,724 OK, Mentarr, get ready to win an Oscar. 136 00:08:35,807 --> 00:08:38,184 Oh, spirit world, 137 00:08:38,268 --> 00:08:41,187 I request a sign that you hear me. 138 00:08:41,271 --> 00:08:43,148 [buttons beeping] 139 00:08:43,231 --> 00:08:45,608 [bells ringing] 140 00:08:45,692 --> 00:08:47,694 [trumpets sounding] 141 00:08:48,153 --> 00:08:49,404 We wish to contact 142 00:08:49,487 --> 00:08:53,074 the spirit of Benjamin Parker. 143 00:08:53,158 --> 00:08:55,994 Now concentrate, Mrs. Parker. 144 00:09:02,375 --> 00:09:04,044 [Ben's voice] May! 145 00:09:04,127 --> 00:09:05,420 May, dear! 146 00:09:05,503 --> 00:09:07,589 I knew you'd come. 147 00:09:07,922 --> 00:09:10,550 I can't rest, May... 148 00:09:10,759 --> 00:09:13,261 Ben! What's wrong, dear? 149 00:09:13,345 --> 00:09:15,847 I should be alive. 150 00:09:15,930 --> 00:09:19,184 But because of Spider-Man, I'm not. 151 00:09:19,267 --> 00:09:22,354 - Because of Spider-Man? - Yes. 152 00:09:22,437 --> 00:09:24,314 I cannot rest. 153 00:09:24,397 --> 00:09:28,026 But there must be some way you can find peace, Ben. 154 00:09:28,109 --> 00:09:30,153 Spider-Man must be 155 00:09:30,236 --> 00:09:31,905 made helpless, 156 00:09:31,988 --> 00:09:35,617 and turned over to Mentarr! 157 00:09:35,700 --> 00:09:36,951 Remember! 158 00:09:37,035 --> 00:09:39,621 If not for Spider-Man, 159 00:09:39,704 --> 00:09:42,999 I'd be alive today! 160 00:09:43,083 --> 00:09:44,167 Ben! 161 00:09:51,508 --> 00:09:55,053 The psychic contact has been broken, Mrs. Parker. 162 00:09:55,136 --> 00:09:57,889 The seance is over. I'm sorry. 163 00:09:57,972 --> 00:10:01,476 But, perhaps this spirit amulet necklace 164 00:10:01,559 --> 00:10:04,229 will help you contact Benjamin again. 165 00:10:04,312 --> 00:10:07,732 It is my gift to you, Mrs. Parker. Wear it. 166 00:10:07,816 --> 00:10:10,151 Wear it always. 167 00:10:10,235 --> 00:10:13,988 That scent. It's very pleasant. 168 00:10:19,786 --> 00:10:22,122 Peter, you've met Spider-Man. 169 00:10:22,205 --> 00:10:24,541 Do you think I might some time soon? 170 00:10:24,624 --> 00:10:26,376 But I thought the wall-crawler scared you. 171 00:10:26,459 --> 00:10:29,671 Oh, maybe The Bugle was fibbing when it said Spider-Man is bad. 172 00:10:29,754 --> 00:10:31,047 After all, 173 00:10:31,131 --> 00:10:33,508 the police department is giving him an award. 174 00:10:33,591 --> 00:10:34,986 Well, if you really want to meet him, 175 00:10:35,010 --> 00:10:36,177 how about tonight? 176 00:10:37,804 --> 00:10:40,181 Now, he said he'd be here in a little while. 177 00:10:40,265 --> 00:10:41,933 Sorry I have to study at the library. 178 00:10:42,017 --> 00:10:43,560 Hope you two get along. 179 00:11:06,750 --> 00:11:08,209 Spider-Man, 180 00:11:08,293 --> 00:11:10,587 won't you come in to my parlour? 181 00:11:18,845 --> 00:11:20,680 I changed the bulb, Mrs. Parker. 182 00:11:20,764 --> 00:11:24,934 That's nice. I've been waiting for Peter to do that for weeks. 183 00:11:25,018 --> 00:11:28,063 The doctor said one of these would make me sleep. 184 00:11:28,146 --> 00:11:31,399 I wonder how many a Spider-Man would have to take. 185 00:11:35,362 --> 00:11:37,947 Here we are, homemade cookies 186 00:11:38,031 --> 00:11:39,699 and ice cold milk. 187 00:11:39,783 --> 00:11:43,036 Mm, looks good. Thanks, Mrs. Parker. 188 00:11:47,499 --> 00:11:51,086 - Here's to you. - Here's to you, Ben. 189 00:11:56,466 --> 00:11:57,759 Huh? 190 00:11:57,842 --> 00:12:00,470 My spider sense... 191 00:12:04,099 --> 00:12:06,017 Oh, how awful! 192 00:12:06,101 --> 00:12:08,645 That milk was starting to go bad. 193 00:12:08,728 --> 00:12:11,606 And don't forget. You promised to come back. 194 00:12:11,690 --> 00:12:12,941 I will. 195 00:12:16,194 --> 00:12:18,780 How did that, whatever it was, 196 00:12:18,947 --> 00:12:20,907 get into Aunt May's milk? 197 00:12:27,122 --> 00:12:29,124 Ah, the old lady blew it. 198 00:12:29,207 --> 00:12:32,252 She needs another visit from Ben. 199 00:12:32,335 --> 00:12:35,755 Oh, well, tomorrow's another day. 200 00:12:35,839 --> 00:12:37,882 All right, she turned in. 201 00:12:37,966 --> 00:12:39,718 Give her 10 minutes. 202 00:12:46,641 --> 00:12:50,228 Hypnotic fumes in the spirit amulet necklace will help make. 203 00:12:50,311 --> 00:12:52,731 Ben's appearance totally real. 204 00:12:54,065 --> 00:12:56,609 May! May, my dear. 205 00:12:56,693 --> 00:12:58,069 Ben! 206 00:12:58,153 --> 00:12:59,696 Help me, May. 207 00:12:59,779 --> 00:13:01,906 Help me to find peace. 208 00:13:01,990 --> 00:13:05,076 Until Spider-Man is made helpless, 209 00:13:05,160 --> 00:13:07,579 I cannot rest! 210 00:13:09,164 --> 00:13:11,082 I'll help you rest, Ben. 211 00:13:11,166 --> 00:13:12,876 Remember our motto. 212 00:13:12,959 --> 00:13:15,170 If at first you don't succeed, 213 00:13:15,253 --> 00:13:17,505 try, try again. 214 00:13:18,256 --> 00:13:20,425 Bye, Aunt May. 215 00:13:20,508 --> 00:13:23,178 Say hello to Spider-Man for me while I'm gone. 216 00:13:25,638 --> 00:13:27,057 You say the airport? 217 00:13:27,140 --> 00:13:29,225 Yeah, but you can let me off at the corner. 218 00:13:29,309 --> 00:13:30,935 Sure. Huh? 219 00:13:53,541 --> 00:13:57,504 [May] I don't see how I ever managed to keep house without your help. 220 00:13:57,587 --> 00:14:00,006 You can set it down now, Spider-Man. 221 00:14:00,090 --> 00:14:01,758 You're the boss, Mrs. Parker. 222 00:14:04,761 --> 00:14:07,555 Oh, please, call me Aunt May. 223 00:14:07,639 --> 00:14:09,265 Have I got it where you want it? 224 00:14:09,349 --> 00:14:13,061 Let me just line it up. Let's see. 225 00:14:13,144 --> 00:14:15,063 - A little to the right. - Sure. 226 00:14:15,146 --> 00:14:18,233 A little more. Perfect. 227 00:14:18,316 --> 00:14:19,567 Anything else? Hey! 228 00:14:22,153 --> 00:14:23,905 What happened? 229 00:14:23,988 --> 00:14:27,575 Oh, my heavens! It slipped. Oh! 230 00:14:28,618 --> 00:14:30,745 I'm all right. 231 00:14:30,829 --> 00:14:34,124 Uh, Aunt May, I think maybe we ought to get some fresh air. 232 00:14:34,207 --> 00:14:35,792 Yes, good idea. 233 00:14:35,875 --> 00:14:39,504 You know some place I've never been with lots of fresh air? 234 00:14:39,587 --> 00:14:41,423 The top of the Statue of Liberty. 235 00:14:41,506 --> 00:14:42,632 Huh? 236 00:14:47,637 --> 00:14:50,056 Sight-seers never get a view like this. 237 00:14:50,140 --> 00:14:52,267 How true, Spider-Man. 238 00:14:52,350 --> 00:14:54,102 On a clear day, you can see... 239 00:14:54,185 --> 00:14:57,605 No! I can't do it. I, I... 240 00:14:57,689 --> 00:14:59,524 Oh, I'm slipping! 241 00:14:59,607 --> 00:15:02,610 - Aunt May! - Ah! 242 00:15:05,697 --> 00:15:08,408 Oh, one should never wear slippery shoes 243 00:15:08,491 --> 00:15:11,286 on top of the Statue of Liberty. 244 00:15:12,537 --> 00:15:14,539 That Parker woman has failed 245 00:15:14,664 --> 00:15:17,375 in her every attempt to deal with Spider-Man. 246 00:15:17,500 --> 00:15:19,627 It's obvious she needs help... 247 00:15:19,711 --> 00:15:22,589 Help that will deal with her as well. 248 00:15:22,672 --> 00:15:25,550 OK, enough's enough. What's happening? 249 00:15:25,633 --> 00:15:28,219 Is my dear Aunt May getting... 250 00:15:28,303 --> 00:15:30,638 Is she going... Am I going... 251 00:15:30,722 --> 00:15:31,973 [Ben] It's Ben! 252 00:15:32,057 --> 00:15:34,476 May, listen carefully. 253 00:15:34,559 --> 00:15:36,144 What's that? 254 00:15:36,227 --> 00:15:38,646 It will all be over tomorrow, May. 255 00:15:38,730 --> 00:15:44,486 Have Spider-Man here a little before 12 noon, exactly. 256 00:15:44,569 --> 00:15:46,488 I'm trying, Ben. 257 00:15:46,571 --> 00:15:49,074 But something always seems to go wrong. 258 00:15:49,157 --> 00:15:51,743 Before noon tomorrow, Ben. 259 00:15:51,868 --> 00:15:53,995 I will, I will. 260 00:15:54,079 --> 00:15:56,039 I don't believe what I'm seeing. 261 00:15:56,122 --> 00:15:57,999 Got to get to the bottom of this. 262 00:15:58,124 --> 00:16:00,168 [Ben] Tomorrow, I'll rest. 263 00:16:00,251 --> 00:16:01,795 Tomorrow. 264 00:16:01,878 --> 00:16:03,922 Tomorrow... 265 00:16:04,089 --> 00:16:06,007 Hey! Where is he? 266 00:16:06,091 --> 00:16:09,260 Well, I'm beginning to understand 267 00:16:09,344 --> 00:16:12,430 your reputation for rudeness, Spider-Man! 268 00:16:12,514 --> 00:16:13,556 But, but... 269 00:16:13,640 --> 00:16:16,351 Oh, never mind, Aunt May. I'm sorry. 270 00:16:16,434 --> 00:16:20,563 But nothing will stop me from being here at noon tomorrow. I promise you that. 271 00:16:21,439 --> 00:16:23,733 Good. 272 00:16:23,817 --> 00:16:27,195 And today, the masked crime fighter called Spider-Man 273 00:16:27,278 --> 00:16:29,447 receives an award from the New York Police Department. 274 00:16:30,156 --> 00:16:31,408 Thanks, everybody. 275 00:16:31,491 --> 00:16:33,993 I really appreciate this, but I have to go now. 276 00:16:34,077 --> 00:16:36,329 Honest. It's very important. Thanks again, guys. 277 00:16:37,330 --> 00:16:38,623 [doorbell ringing] 278 00:16:38,707 --> 00:16:40,333 I wonder who that is. 279 00:16:41,626 --> 00:16:43,837 Oh! Somebody left a present. 280 00:16:45,088 --> 00:16:47,966 "Congratulations, Spider-Man." 281 00:16:48,091 --> 00:16:51,720 Why, this must be what Ben talked to me about. 282 00:16:51,803 --> 00:16:55,765 I must give it to Spider-Man at exactly 12 noon. 283 00:16:59,394 --> 00:17:01,479 There he is, right on time. 284 00:17:01,563 --> 00:17:03,857 Press the button. We'll have five seconds to get away. 285 00:17:03,982 --> 00:17:05,608 But the old lady. She'll caught in... 286 00:17:05,692 --> 00:17:07,444 Shut up and drive! 287 00:17:09,863 --> 00:17:12,991 [Spider-Man] All I want to know, Aunt May, is what your special surprise is. 288 00:17:13,074 --> 00:17:14,659 Don't tell me. 289 00:17:14,784 --> 00:17:17,245 My spider sense tells me this cake isn't for eating. 290 00:17:21,124 --> 00:17:22,751 It's for throwing! 291 00:17:22,876 --> 00:17:24,461 Your cake! 292 00:17:26,629 --> 00:17:29,549 I'm sure I'd have gotten a big bang out of it. 293 00:17:29,632 --> 00:17:31,551 But right now, I'm going to 294 00:17:31,634 --> 00:17:34,888 get to the bottom of this case... Fast! 295 00:17:34,971 --> 00:17:37,390 Double darn you, Spider-Man. 296 00:17:37,515 --> 00:17:40,894 May Parker isn't finished with you yet. 297 00:17:43,646 --> 00:17:45,357 I think we lost him. 298 00:17:45,440 --> 00:17:47,901 [Spider-Man] Three wrong thinks and you're out. 299 00:17:48,193 --> 00:17:49,903 No. You're out! 300 00:17:53,782 --> 00:17:57,535 Ahh... the old gas gag! 301 00:18:03,375 --> 00:18:05,752 Come on. We'll pick our time to fight. 302 00:18:06,419 --> 00:18:09,339 There's still dear Aunt May in the meantime. 303 00:18:10,715 --> 00:18:13,343 [skeleton laughing] 304 00:18:16,179 --> 00:18:19,015 Those spirit effects will detain him long enough for us to get away. 305 00:18:19,099 --> 00:18:20,767 But the police will spot us. 306 00:18:20,892 --> 00:18:22,185 They'll only see the big hero 307 00:18:22,268 --> 00:18:24,145 they gave the award to today. 308 00:18:26,981 --> 00:18:28,900 Be very careful with that, ma'am. 309 00:18:28,983 --> 00:18:31,653 It's deadly on more than little insects. 310 00:18:31,736 --> 00:18:35,240 Yes, well, it's a very, very big spider. 311 00:18:41,746 --> 00:18:43,832 Then let's make tracks, Spidey. 312 00:18:44,666 --> 00:18:45,917 Why... 313 00:19:04,019 --> 00:19:07,272 [skeleton laughing] 314 00:19:13,069 --> 00:19:17,282 [beeping] 315 00:19:21,828 --> 00:19:24,873 - [spirits cackling] - Now, what...? 316 00:19:29,544 --> 00:19:32,047 See you clowns next Halloween! 317 00:19:36,593 --> 00:19:38,473 Didn't think they'd stick around for autographs. 318 00:19:49,189 --> 00:19:51,024 [zapping] 319 00:19:51,900 --> 00:19:55,028 [Ben] May! May, my dear! 320 00:19:55,111 --> 00:19:57,405 I can't rest. 321 00:19:57,530 --> 00:20:00,492 You will now, Ben. 322 00:20:00,575 --> 00:20:04,454 Help me, May. Help me to find peace. 323 00:20:04,579 --> 00:20:07,248 Remember, if not for Spider-Man, 324 00:20:07,374 --> 00:20:10,085 I'd be alive today. 325 00:20:10,210 --> 00:20:12,879 If not for Spider-Man. 326 00:20:13,171 --> 00:20:15,131 What? You fool! 327 00:20:20,220 --> 00:20:23,431 Look, I'm not Spider-Man! 328 00:20:23,515 --> 00:20:25,392 Now I know why you wear that mask. 329 00:20:25,475 --> 00:20:27,977 Your real face is even scarier. 330 00:20:31,064 --> 00:20:33,983 She poured acid on the steering wheel! 331 00:20:34,067 --> 00:20:35,610 No! 332 00:20:36,403 --> 00:20:39,280 - Hey! - Where you going?! 333 00:20:39,364 --> 00:20:42,534 Chameleon, use the brakes! 334 00:20:46,621 --> 00:20:48,623 [coughing] Ohh! 335 00:20:51,376 --> 00:20:53,128 Chameleon! 336 00:20:53,878 --> 00:20:56,256 Thank heaven for little spider tracers. 337 00:21:13,690 --> 00:21:17,068 Guess that sinks another of your master plans, Chameleon. 338 00:21:17,152 --> 00:21:19,404 Oh... 339 00:21:19,487 --> 00:21:21,239 [groaning] 340 00:21:21,322 --> 00:21:23,658 And I'll bet this piece of junk jewelry 341 00:21:23,742 --> 00:21:26,119 is the cause of Aunt May's visions. 342 00:21:26,244 --> 00:21:29,581 What happened? You?! 343 00:21:29,664 --> 00:21:32,250 Phew, hypno-gas. 344 00:21:32,334 --> 00:21:35,045 Taking advantage of a fine old woman like May Parker 345 00:21:35,128 --> 00:21:37,213 is about as low as you can get, 346 00:21:37,339 --> 00:21:40,300 and I'll see to it you receive a jail sentence as long as you can get! 347 00:21:42,385 --> 00:21:44,971 Uh, I really don't remember much, Peter. 348 00:21:45,096 --> 00:21:47,182 That awful hypno-gas 349 00:21:47,307 --> 00:21:48,433 clouded my mind. 350 00:21:48,516 --> 00:21:51,644 I just know that Spider-Man, well... 351 00:21:51,728 --> 00:21:53,229 He, he... 352 00:21:53,355 --> 00:21:55,482 He's not as bad as some people say? 353 00:21:55,565 --> 00:21:58,485 No! Whatever gave you that idea? 354 00:21:58,568 --> 00:22:03,281 I was about to say, he was probably behind it all... 355 00:22:03,448 --> 00:22:05,533 Whatever it was. 356 00:22:05,617 --> 00:22:07,869 Well, win a few, lose a few. 357 00:22:15,877 --> 00:22:17,379 [theme music playing]