1 00:00:01,251 --> 00:00:04,129 MAN: Look, up on the building! It's Spider-Woman! 2 00:00:16,391 --> 00:00:18,476 NARRATOR: And this is Jessica Drew, 3 00:00:18,560 --> 00:00:21,438 who as a child, while visiting her father's laboratory, 4 00:00:21,521 --> 00:00:23,773 was bitten by a poisonous spider. 5 00:00:24,107 --> 00:00:26,985 Forced to try an untested spider serum, 6 00:00:27,068 --> 00:00:29,571 Dr. Drew not only saved his daughter's life, 7 00:00:29,654 --> 00:00:33,825 but unknowingly gave her incredible spider-like powers. 8 00:00:33,908 --> 00:00:37,579 Dedicated to fighting evil while weaving her web of justice, 9 00:00:37,662 --> 00:00:39,706 it's Spider-Woman! 10 00:00:44,753 --> 00:00:47,339 [ROARING] 11 00:01:17,285 --> 00:01:18,346 ROBINSON: What is it, General? 12 00:01:18,370 --> 00:01:19,621 I don't know, Robinson. 13 00:01:19,704 --> 00:01:22,832 But it's a good thing the Army discovered it rather than a civilian. 14 00:01:22,916 --> 00:01:26,419 It could be the most important discovery in military history. 15 00:01:26,503 --> 00:01:28,630 Okay, haul her away. 16 00:01:29,214 --> 00:01:30,965 [CRANE WHIRRING] 17 00:01:31,049 --> 00:01:32,300 It's incredible. 18 00:01:32,384 --> 00:01:36,805 GENERAL: Whatever it is, it's been buried in the Arctic ice for 1000 years. 19 00:01:38,932 --> 00:01:40,392 [THUDDING] 20 00:01:41,685 --> 00:01:45,105 SOLDIER: What on earth? General, over here. 21 00:01:46,147 --> 00:01:48,358 - What is it, soldier? - Look! 22 00:01:49,651 --> 00:01:52,487 Oh, no. We've got to report this to Washington. 23 00:02:01,079 --> 00:02:02,330 THIEF: I sure hope this works. 24 00:02:05,959 --> 00:02:09,421 JESSICA: Excuse me, but isn't what you're doing illegal? 25 00:02:09,504 --> 00:02:10,672 Spider-Woman! 26 00:02:10,755 --> 00:02:14,426 At your service. And here's my calling card. 27 00:02:19,431 --> 00:02:21,182 Now, to take you off to the county jail. 28 00:02:24,269 --> 00:02:29,190 Uh-oh. Something tells me those guys aren't selling vacuum cleaners. 29 00:02:35,030 --> 00:02:37,449 Quick, get her with the stun ray. 30 00:02:37,532 --> 00:02:40,285 I've got to get this webbing off me. 31 00:02:44,330 --> 00:02:46,624 Now, is that any way to treat a lady? 32 00:02:46,708 --> 00:02:49,627 I'll just have to teach you brutes some manners. 33 00:02:52,839 --> 00:02:55,300 Come on, let's get out of here before we're spotted. 34 00:03:00,055 --> 00:03:01,973 [ENGINE REVVING] 35 00:03:14,361 --> 00:03:15,904 AGENT: She's coming to. 36 00:03:20,283 --> 00:03:22,952 JESSICA: Thought I was too groggy to fight, did you? 37 00:03:23,620 --> 00:03:28,792 Spider-Woman, you're making a mistake. We're federal agents with the CIM. 38 00:03:30,085 --> 00:03:33,338 You guys better have a good explanation for this. 39 00:03:33,421 --> 00:03:36,216 I apologize for the way we got you here, Spider-Woman. 40 00:03:36,299 --> 00:03:37,801 But this is an emergency. 41 00:03:37,884 --> 00:03:42,472 The Army has just uncovered a frozen space being near the North Pole. 42 00:03:42,555 --> 00:03:45,475 Washington feels it's too important for them to handle. 43 00:03:45,558 --> 00:03:49,479 We've got to get it to a secret government laboratory without anyone knowing. 44 00:03:49,562 --> 00:03:50,605 The President has asked 45 00:03:50,689 --> 00:03:54,484 that you personally seize the space being away from the Army. 46 00:03:54,567 --> 00:04:00,073 The President? How could a humble little super spider like me turn him down? 47 00:04:00,156 --> 00:04:02,951 Here are your top-secret orders. Good luck. 48 00:04:12,961 --> 00:04:15,088 GENERAL: We've got to keep this thing frozen 49 00:04:15,171 --> 00:04:19,551 until we find out if it's dangerous. I want a guard posted on it 24 hours. 50 00:04:19,634 --> 00:04:20,677 Yes, sir. 51 00:04:24,556 --> 00:04:28,393 [SHIVERING] Boy, I can't stand still in this cold. 52 00:04:29,436 --> 00:04:32,480 A few more degrees of heat won't hurt anything. 53 00:04:49,956 --> 00:04:51,291 [GASPS] 54 00:04:57,172 --> 00:05:01,301 That fool earthling has finally defrosted me 55 00:05:01,384 --> 00:05:04,929 from my thousand-year sleep beneath the ice. 56 00:05:05,013 --> 00:05:07,932 Soon the world will be mine. 57 00:05:08,016 --> 00:05:09,851 [LAUGHING MENACINGLY] 58 00:05:12,062 --> 00:05:14,147 General, the creature's escaped. 59 00:05:14,230 --> 00:05:17,192 We've got to stop it. Get all your men out here on the double. 60 00:05:18,276 --> 00:05:19,486 Hold it right there. 61 00:05:19,569 --> 00:05:22,322 Numara obeys no one! 62 00:05:22,405 --> 00:05:26,910 Now you shall all sleep like the children you are. 63 00:05:31,039 --> 00:05:32,957 Corbit, Corbit, wake up! 64 00:05:50,350 --> 00:05:53,853 GENERAL: She's putting the soldiers to sleep. Get me some air support. 65 00:05:53,937 --> 00:05:58,274 Your efforts are wasted. You cannot stop me. 66 00:06:01,319 --> 00:06:04,531 JESSICA: Maybe not. But I sure can slow you down. 67 00:06:04,614 --> 00:06:09,369 Insolent earthling. No one defies Numara. 68 00:06:13,331 --> 00:06:18,545 [SHIVERING] Shivering spider teeth. That space lady isn't fooling around. 69 00:06:18,628 --> 00:06:22,549 But I've got an old spider trick that'll stop her. 70 00:06:26,386 --> 00:06:30,640 Hey, you frost-bitten freako. Bet you can't put me to sleep. 71 00:06:30,724 --> 00:06:33,309 I hope you brought your umbrella. 72 00:06:44,154 --> 00:06:48,116 I've heard of cold personalities, but you take the cake. 73 00:06:49,576 --> 00:06:52,620 GENERAL: Spider-Woman's stealing the creature. Stop her! 74 00:07:07,385 --> 00:07:10,305 Good work, Spider-Woman. We'll take over from here. 75 00:07:12,432 --> 00:07:16,227 Always willing to help my Uncle Sam. See you around. 76 00:07:17,395 --> 00:07:21,900 We've got to keep the creature frozen until the computer sensors are hooked up. 77 00:07:22,400 --> 00:07:26,571 There's no telling what we may learn from this incredible alien being. 78 00:07:32,535 --> 00:07:35,163 BILLY: I don't believe it. That Spider-Woman... 79 00:07:35,246 --> 00:07:37,874 It doesn't surprise me one bit. 80 00:07:37,957 --> 00:07:39,668 What doesn't surprise you, Jeff? 81 00:07:39,751 --> 00:07:43,672 This! It seems Spider-Woman has stolen a top-secret discovery 82 00:07:43,755 --> 00:07:46,007 right out from under the Army's noses. 83 00:07:46,675 --> 00:07:50,345 Looks like our pseudo spider hero has betrayed our country. 84 00:07:50,428 --> 00:07:54,140 Boy, if I could get my hands on her, I'd show her a thing or two. 85 00:07:54,224 --> 00:07:57,310 I'm sure you would, Jeff. [CHUCKLES] 86 00:07:57,394 --> 00:07:59,145 I'm sure you would. 87 00:08:03,149 --> 00:08:08,321 Electron generators to full power. Activating laser restraints. 88 00:08:13,660 --> 00:08:15,203 Prepare to defrost the creature. 89 00:08:15,286 --> 00:08:16,579 Are you sure it's safe? 90 00:08:16,663 --> 00:08:20,125 SCIENTIST: Perfectly safe. Nothing can penetrate those laser beams. 91 00:08:29,384 --> 00:08:32,929 You see, she cannot get through the laser restraints. 92 00:08:35,557 --> 00:08:38,560 Fools! You cannot hold me. 93 00:08:38,643 --> 00:08:41,312 She's broken free. Let's get out of here. 94 00:08:41,813 --> 00:08:45,316 There is no escape for you now. 95 00:08:52,073 --> 00:08:55,285 Enjoy your rest, earthlings. 96 00:08:55,368 --> 00:09:01,166 Soon the entire world will join you in eternal sleep. 97 00:09:01,249 --> 00:09:05,712 [LAUGHING MENACINGLY] 98 00:09:06,504 --> 00:09:09,758 JEFF: I tell you, Jessica, it would make a great story. 99 00:09:09,841 --> 00:09:12,761 If we could expose Spider-Woman for turning traitor, 100 00:09:12,844 --> 00:09:15,013 it could double our sales overnight. 101 00:09:15,096 --> 00:09:17,432 JESSICA: I'm not sure what it is, Jeff, 102 00:09:18,016 --> 00:09:21,478 but for some reason I don't like the idea of that story. 103 00:09:21,561 --> 00:09:23,855 BILLY: Hey, Aunt Jessica, listen to this. 104 00:09:23,938 --> 00:09:25,648 This is an urgent news bulletin. 105 00:09:25,732 --> 00:09:28,360 Reports have been coming in from all over the world 106 00:09:28,443 --> 00:09:31,571 that a strange space alien has been mysteriously putting 107 00:09:31,654 --> 00:09:34,949 the populations of entire countries to sleep. 108 00:09:35,033 --> 00:09:38,036 Latest reports say the creature is in the vicinity of... 109 00:09:39,037 --> 00:09:41,623 No! No, stay away from me! 110 00:09:45,543 --> 00:09:49,798 BILLY: Holy cow, that sleep creature must be right in our own city. 111 00:09:49,881 --> 00:09:52,801 Quick, let's get to the jet-copter and get some pictures. 112 00:09:52,884 --> 00:09:55,887 Um, I don't think that's a good idea, Jeff. 113 00:09:55,970 --> 00:09:58,390 It's far too dangerous. 114 00:09:58,473 --> 00:10:00,058 And far too difficult for me 115 00:10:00,141 --> 00:10:03,120 to change into Spider-Woman with the two of them around. 116 00:10:03,144 --> 00:10:05,647 Don't worry, Jess, I'll protect you. 117 00:10:15,573 --> 00:10:18,493 MAN: Help! It's headed this way. Run for your lives. 118 00:10:28,920 --> 00:10:31,840 BILLY: Golly! The alien creature's right below us. 119 00:10:31,923 --> 00:10:33,508 I'll take her down for a closer look. 120 00:10:33,591 --> 00:10:39,180 Very soon, the entire world will be in a deathly slumber. 121 00:10:44,269 --> 00:10:46,813 Hand me my camera, Billy. We'll get some... 122 00:10:51,943 --> 00:10:57,532 Falling asleep. Got to shake it off. 123 00:11:06,374 --> 00:11:09,627 [DROWSILY] Mustn't fall asleep. 124 00:11:10,712 --> 00:11:14,716 Got to stop copter. 125 00:11:15,467 --> 00:11:18,553 I've only got a spider second to pull us out of this spin. 126 00:11:29,731 --> 00:11:34,319 Thank goodness I'm part spider, or I'd have fallen asleep for sure. 127 00:11:34,903 --> 00:11:38,239 Suffering spider sleep. I can't wake Billy. 128 00:11:38,323 --> 00:11:42,660 I think it's time Spider-Woman put an end to that sleep-inducing weirdo. 129 00:12:00,095 --> 00:12:04,432 Excellent. My task is almost done. 130 00:12:07,102 --> 00:12:09,688 Too bad you'll never get a chance to finish it. 131 00:12:09,771 --> 00:12:13,358 I've been waiting for you, earthling. 132 00:12:13,441 --> 00:12:19,489 Once I put you to sleep, the entire world will be in my domain. 133 00:12:19,698 --> 00:12:21,700 A dream world. 134 00:12:21,783 --> 00:12:25,537 The only one dreaming around here is you. 135 00:12:27,205 --> 00:12:32,335 Your efforts are futile. You will fall asleep eventually. 136 00:12:32,419 --> 00:12:36,965 And when you do, I'll see you in your dream. 137 00:12:40,385 --> 00:12:42,554 You can't put me to sleep so easily. 138 00:12:43,722 --> 00:12:45,140 She's gone. 139 00:12:49,436 --> 00:12:53,148 I hate to admit it, but that nefarious Numara was right. 140 00:12:53,231 --> 00:12:55,066 I can't stay awake forever. 141 00:12:55,150 --> 00:12:58,945 And even if I could, I'm no use to these sleeping people awake. 142 00:12:59,029 --> 00:13:01,865 My only choice is to go to sleep on purpose, 143 00:13:01,948 --> 00:13:04,409 and deal with Numara in her dream world. 144 00:13:15,211 --> 00:13:18,757 I just hope this isn't my last spider snooze. 145 00:13:25,513 --> 00:13:28,933 BILLY: Where are we, Jeff? How'd we get into this swamp? 146 00:13:29,017 --> 00:13:30,977 JEFF: I'm not sure. Wait a minute. 147 00:13:31,061 --> 00:13:35,648 That strange space being put us to sleep. We must be dreaming. 148 00:13:35,732 --> 00:13:41,237 Golly. I just hope I don't have a nightmare, especially about sharks. 149 00:13:46,326 --> 00:13:50,663 Oh, no. You and your big ideas. Look! 150 00:13:50,747 --> 00:13:51,956 BILLY: A shark! 151 00:13:52,832 --> 00:13:55,085 JEFF: Hurry up, Billy. It's gaining on us. 152 00:13:55,168 --> 00:13:58,088 BILLY: Jeff, wait. I can't keep up. 153 00:14:01,174 --> 00:14:03,343 I'm stuck. Help! 154 00:14:05,720 --> 00:14:06,763 Billy! 155 00:14:10,600 --> 00:14:13,061 [ROARING] 156 00:14:15,355 --> 00:14:19,275 My going to sleep worked. This must be the dream world. 157 00:14:19,359 --> 00:14:21,403 - BILLY: Help! - It's Billy. 158 00:14:23,822 --> 00:14:24,906 Help! 159 00:14:27,701 --> 00:14:29,619 Spider-Woman, help! 160 00:14:32,497 --> 00:14:33,873 Hang on, Billy. 161 00:14:45,051 --> 00:14:46,219 Are you okay? 162 00:14:46,302 --> 00:14:49,222 I... I guess so. Thanks, Spider-Woman. 163 00:14:49,305 --> 00:14:51,641 JEFF: That was a close one, Spider-Woman. 164 00:14:51,725 --> 00:14:53,893 Now, how do we get out of this deadly dream? 165 00:14:53,977 --> 00:14:57,397 I don't know. That's gonna take a bit of spider thinking. 166 00:14:57,480 --> 00:15:00,984 I don't like this dream world, Spider-Woman. I want to wake up. 167 00:15:01,067 --> 00:15:03,671 Don't worry, Billy. You two stay put. 168 00:15:03,695 --> 00:15:07,490 I'll find Numara and stop this nightmare once and for all. 169 00:15:10,827 --> 00:15:15,665 Thundering tarantulas, this dream is changing before my eyes. 170 00:15:21,171 --> 00:15:23,089 Numara! 171 00:15:28,178 --> 00:15:32,057 NUMARA: So my little Spider-Woman has found me. 172 00:15:32,140 --> 00:15:34,434 But you'll soon wish you hadn't. 173 00:15:34,517 --> 00:15:39,022 For here, your fondest nightmares will come true. 174 00:15:39,105 --> 00:15:41,816 [LAUGHING] 175 00:15:41,900 --> 00:15:44,611 Forget it, Numara. You can't scare me with your... 176 00:15:44,694 --> 00:15:45,820 BILLY: Spider-Woman! 177 00:15:46,738 --> 00:15:49,949 Billy, Jeff, I thought I told you to stay put. 178 00:15:50,033 --> 00:15:53,745 JEFF: You did, but we've got other plans. 179 00:15:55,330 --> 00:15:59,668 JESSICA: Hold it, guys. Remember me? I'm your pal. 180 00:16:04,506 --> 00:16:08,259 I hate to do this to you, boys. But you leave me no choice. 181 00:16:13,348 --> 00:16:16,059 Very clever, Spider-Woman. 182 00:16:17,185 --> 00:16:20,397 If a little spider-web catches a little fly, 183 00:16:20,980 --> 00:16:24,401 then a big spider-web should catch a big rat like you. 184 00:16:34,494 --> 00:16:37,122 NUMARA: Get me out. Get me out of this web. 185 00:16:37,205 --> 00:16:40,792 Not until you free everyone from your deadly dream world. 186 00:16:40,875 --> 00:16:43,503 Looks like the nightmare is yours this time. 187 00:16:43,586 --> 00:16:47,799 NUMARA: Wrong, Spider-Woman. It's yours. 188 00:16:47,882 --> 00:16:51,803 [LAUGHING MENACINGLY] 189 00:16:51,886 --> 00:16:56,057 Shivering spider illusions, I didn't stop Numara. 190 00:16:56,141 --> 00:16:57,475 It was just another dream. 191 00:16:57,559 --> 00:17:01,146 There's only one way to free everyone from this hideous nightmare. 192 00:17:01,229 --> 00:17:04,232 But I've got to figure a way to wake myself up. 193 00:17:05,442 --> 00:17:08,737 That's it! If I can concentrate hard enough, 194 00:17:08,820 --> 00:17:12,073 I may be able to fire a venom blast in my sleep. 195 00:17:20,457 --> 00:17:21,499 [CRASHING] 196 00:17:24,044 --> 00:17:28,256 What... What happened? Where am I? Wait! 197 00:17:28,757 --> 00:17:33,178 I did it. I'm awake! Now to try the second part of my plan. 198 00:17:44,939 --> 00:17:46,900 That's what I'm looking for. 199 00:17:54,491 --> 00:17:56,493 Just as I thought. 200 00:17:56,576 --> 00:18:00,246 Numara has to sleep in order to be in her dream world. 201 00:18:02,165 --> 00:18:04,125 Rise and shine! 202 00:18:06,169 --> 00:18:10,173 NUMARA: No, you fool! I must sleep. 203 00:18:10,757 --> 00:18:13,927 No one can take me from my dream world. 204 00:18:20,684 --> 00:18:23,436 That sleeping creepo isn't fooling around. 205 00:18:23,520 --> 00:18:25,980 I'll have to give her the old one-two punch. 206 00:18:30,026 --> 00:18:31,152 One... 207 00:18:34,239 --> 00:18:35,323 Two. 208 00:18:36,533 --> 00:18:39,661 Now to try to figure out how to get rid of Numara. 209 00:18:45,792 --> 00:18:48,878 KOROTAN: I am Korotan from the planet Nalva. 210 00:18:49,504 --> 00:18:52,257 I regret that you have discovered our prison ship. 211 00:18:53,550 --> 00:18:56,344 Numara had attempted to take over our planet 212 00:18:56,428 --> 00:18:58,346 in the same manner she did yours. 213 00:18:59,264 --> 00:19:03,184 Thus, we froze her in suspended animation beneath your polar cap. 214 00:19:03,268 --> 00:19:07,022 I apologize for any trouble she may have caused you. 215 00:19:07,105 --> 00:19:08,356 Well, that's okay. 216 00:19:08,690 --> 00:19:11,443 Just tell me how to get rid of her, and I'll forget the whole thing. 217 00:19:11,526 --> 00:19:15,655 You need only leave the ship. I will take care of everything. 218 00:19:36,926 --> 00:19:40,305 [YAWNING] 219 00:19:40,889 --> 00:19:43,058 Well, that takes care of that. 220 00:19:43,391 --> 00:19:45,977 Now to get back to Billy and Jeff before I'm missed. 221 00:19:53,109 --> 00:19:54,194 [YAWNS] 222 00:19:55,236 --> 00:19:59,574 What happened? I could swear I was having a nightmare. 223 00:19:59,657 --> 00:20:01,451 Nightmare? Wait a minute! 224 00:20:02,327 --> 00:20:05,997 What happened to that strange alien? And where's Jessica? 225 00:20:07,165 --> 00:20:08,875 Jessica, wake up! 226 00:20:10,251 --> 00:20:13,505 [YAWNING] What time is it? 227 00:20:13,588 --> 00:20:16,341 It's time we got ourselves out of here. Don't you remember? 228 00:20:16,424 --> 00:20:19,886 That space lady has put the entire city to sleep. 229 00:20:19,969 --> 00:20:23,431 What are you talking about, Jeff? You must have had a bad dream. 230 00:20:23,515 --> 00:20:24,516 [JESSICA YAWNS] 231 00:20:24,599 --> 00:20:27,811 Wake me up when we get back to Justice Magazine. 232 00:20:28,353 --> 00:20:30,605 And good night, Spider-Woman.