Hey, Parker, don't you know these two?
Who are you talking a...
Harry and Mary Jane... engaged?
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!
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.
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!
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!
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.
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.
Norman Osborn.
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.
Current location of Norman Osborn: Oscorp towers.
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.
- 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.
Now, on...
Spider sense! Danger!
What's going on?
Norman Osborn located.
Norman Osborn!
What does that thing want?
Revenge.
- No! - Norman Osborn!
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.
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?
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.
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.
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.
OK, now let's get out of here.
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.