-[children chattering] -[Peter] In a world that scorns,
the scorned have to learn to improvise.
So every winter, the local church turns its basketball court
into a poor man's Rockefeller Center.
It's not much,
but it gives
the budding human Olympians
of Counter-Earth hope,
and guys like me a chance to eke out a living.
[man] Parker, you've got to be kidding me.
[Peter] Or not.
What, you have something against human-interest stories?
I don't want human-interest stories.
I want stories that interest humans... action, romance.
[children laughing]
[Peter] Speaking of action,
what's the rebels' second-in-command doing here?
[man] Are you listening to me, Parker?
Hi, Mom, Dad.
I know I haven't been here in a long time.
I could tell you it's too dangerous for me to be out in the open,
but the truth is I don't know why I stay away.
Maybe because it's so painful for me to see you like this.
And I always think of you, and I always remember.
[male voice] Karen O'Malley,
you are under arrest for crimes against the state.
Surrender now.
I don't think so.
No!
Uh-oh. This can't be good.
Now, that's what sells newspapers.
Get in there, Parker.
[grunts]
A-huh!
Aah!
[grunts]
[screams]
[grunts]
No!
[Peter thinking] I've got to do something to stop this.
Ah! But I can't risk exposure in front of all these people.
Leave her alone.
What are you waiting for, Parker?
Go!
Step aside, human.
[grunts]
No!
Aah!
[theme music playing]
[growls]
Whoa!
[thud]
-Oh! -Oh!
-[grunts] -[grunts]
[woman] Oh, let go of me, you bag of bulk.
[struggles]
[sighs]
[Peter thinking] Can't let them get away.
[Machine Man] Interference will not be tolerated.
[grunts]
[Peter thinking] Crowd or no crowd, it's time
for your friendly neighborhood Spider-Man to show--
[groans]
Reverend? You okay?
Uh, yes, thanks to you.
I'm not sure I can say the same about the young lady.
[sighs]
It's my fault. I shouldn't have hesitated.
Don't blame yourself, my son.
-You did your best. -Did I?
I can do better.
While you're at it, kid, do us both a favor and get a new camera.
I need pictures.
[Spider-Man thinking] No sign of the tin twins anywhere.
Wonder how Jameson will take the news.
When it comes to Karen, I get the feeling
he's got more than blasters and Bestials on his mind,
not that I blame him.
-[Jameson] What? -I lost them.
She could be anywhere between here and Brooklyn by now.
I never should've let Karen go out there alone.
If anything happens to her...
Check every resource. I want her found.
You got it, guv.
John Jameson, I have formulated a plan to retrieve information
on Karen O'Malley's whereabouts, but it requires assistance.
I'll do whatever it takes.
No. I'm the one who blew the rescue before.
The way I see it,
now's the time for your local Spider-Guy to make up for that.
Then that's what you better do.
Spider-Man's destruction of the laboratory was only a temporary setback.
It is now completely restored.
Have the DNA scans been entered into the database?
Yes, Your Highness. Everything is in order.
[Karen] Uh! Let go of me, you freaks!
[struggling]
What is this?
A rebel we arrested this afternoon.
She is being taken to interrogation.
[struggles]
Bring the prisoner here.
Uh, I said let go!
Don't touch me.
[baby crying]
That mark.
Can it be?
Take her upstairs to a private chamber.
But, Your Highness, she is a rebel.
-She needs to be inter-- -Silence, Ram!
You heard me.
[struggling]
Have a seat, rebel.
[grunts]
[laughter]
Return to your posts.
The High Evolutionary has asked me to handle this.
Halt. Enter your clearance code.
[buzzer]
[beeping]
Clearance code accepted. Proceed.
Entry complete.
[Spider-Man] Tinster, mind letting me out of here?
[X-51] First we must locate the central processing unit.
[Spider-Man] You're not the one who feels like an overheated pretzel.
-Let me out. -[X-51] Very well.
[grunts]
Maybe I should've let the kid have this gig after all.
It'll take me a week to work out the kinks.
Now, what's this about the CPU?
It's the network mainframe that processes all data
vital to the operation of the Machine Men.
So if we manage to tap into it...
we will discover Karen O'Malley's location.
If we're discovered, it'll be a-thousand-to-two against us.
Who knew I'd have to break into Machine Man Central?
Commencing data retrieval.
So what do you need me for?
To download the necessary encryption codes located on a separate database.
Time is critical.
All files must be downloaded before the secondary scanning system
rejects the counterfeit clearance code
I used to gain entry here.
Huh, nothing like a little pressure to keep the heart pumping.
[beeping]
Father, good news. Catherine's having a baby.
Except for the name, it all fits.
She is the one.
The time has come, my dear, to finish what I started.
What are you staring at?
You humans amuse me.
Where do you get the strength to continue the delusion
that somehow you're the superior ones
when he has proven you so wrong.
We're human. I don't know if that makes us superior,
but it definitely makes us survivors!
[shrieks]
[High Evolutionary] Admirable effort, my dear,
but you will never defeat my Force Shields.
They are tuned to your specific DNA.
What do you know about my DNA?
Your skills are well developed,
and feistiness runs in the family.
What do you know about my family?
You would be surprised by what I know...
[gunshots]
...and even more surprised by what you do not.
Almost finished.
How much time before those counterfeit codes are detected?
According to my internal calculations--
[woman on PA] Security breach.
Attention. We have a security breach.
None.
Halt. You have entered a restricted area.
Surrender immediately, or you will be terminated.
I repeat.
Surrender immediately
or you will be terminated.
I know a third alternative, if I might offer you a ride.
My stabilizers are damaged. Hold on.
Uh, if I wanted to ride the tilt-a-whirl, I'd have gone to Coney Island.
Whoa!
[grunts]
Give my regards to Jupiter, bolt brain.
Uh-oh, tell me you've got a plan B.
Prepare to dive.
[Spider-Man] Did we get all the data we need?
Impossible to say without the encryption codes.
That's what I was afraid of.
I only managed to get about 90% before the ref blew the whistle.
What do you say we head back to Sewer Central
and see what Bromley can cook up?
[Machine Man] Your Highness,
we have reports of a break-in
at the Machine Man facility.
Spider-Man was involved.
Yes, I was notified by the Central Processing Unit.
You do not seem concerned.
I am prepared for the move.
This may well be my opportunity to crush
Spider-Man and the rebels once and for all.
But how?
Long ago, in anticipation of an event such as this,
I left any intruders a small surprise.
Place castle security on alert.
What's going on here, Father?
What are you doing to Catherine?
Prepare yourselves, my knights. We are about to reach a reckoning.
[Jameson] Hurry it up. Karen's depending on us.
[Bromley] This isn't a military assault, John.
Without all the inscription code,
deciphering X51's data is delicate surgery.
-Blimey! -What's wrong?
A glitch of some kind.
Don't tell me you dropped the scalpel.
Could be a virus. I better do a security scan.
See, that's the trouble with computers.
A couple aspirin never help.
This is no virus.
There's a flipping homing program built into the download.
It's been transmitting since we started.
[explosion]
-Take cover. -Cover?
I'd say it's a little late for that.
[explosion]
We better clear out.
How much data did you decipher?
Maybe half.
Bring what you've got.
Aah!
It's time to hit the road, Bromley, before it hits you.
Well, well, the high muckety-muck himself.
I guess I should be flattered.
Indeed, you should.
Tell me, my dear. What do you know about your heritage?
None of your business.
Do you not ever wonder where your skills come from,
your unerring accuracy and grace?
I've had a lot of practice on nimrods like you.
What's with all the questions?
You will learn soon enough.
I better check on Bromley and the great data search.
Any luck?
Got it.
The prisoner transfer report.
They're keeping her at the old blighter's castle.
Just like Karen to demand luxury accommodations.
[Jameson] All right, listen up.
I want an all-out frontal attack on Wundagor Castle.
Whoa, that's a bold move, John boy.
You think the gang is up to it?
We're talking about Karen, web slinger.
We may be too late already.
You summoned us, Your Highness?
-[struggling] -Yes.
Prepare the prisoner for full Bestial enhancement.
Make a true Bestial out of a human?
Excellency, such a thing is unheard of.
And she? She is the worst of humans, a rebel.
I know precisely what she is.
There's no way you're laying a hand on any part of me.
And how do you propose to stop me?
This is for your own good, my dear.
Humans are weak, prisoners of their own petty desires.
The only cure is to make them more like the noble animals.
You will thank me when it is over.
Has anybody ever told you to get a life?
Take her to the laboratory.
[explosion]
The rebels are attacking.
Alert the rest of the knights. I want them crushed.
And the prisoner?
[High Evolutionary] Leave her.
The Force Shields will keep her from going anywhere.
[explosion]
[gunshots]
[Spider-Man thinking] Looks like Jameson's going to be busy for a while,
so it's up to yours truly to get Karen.
Yah!
My spider sense is going crazy.
Considering all the danger I'll be in when I find Karen, I must be close.
Works every time.
[grunts]
I've got to get out there.
[groans]
[sighs]
[Spider-Man] Huh, enjoying the show?
Spider-Man.
The door's wide open. What's the holdup?
Force Shields. They're tuned to my DNA.
What do you say, we try to confuse them with a few spider molecules?
Ah! You're a genius.
Aw, shucks, ma'am.
Stop right there.
[groans]
It is so hard to find good help these days.
Whoops!
We meet again, arachnid.
Let us hope this experience is a bit more pleasant than the last.
For me, that is.
It is over, Spider-Man.
The rebels will be crushed,
and young Karen here will attain a greatness many would kill for.
Suck an egg, butt-brain.
[grunts]
See what your impertinence gets you?
Her? I'm the one with the headache.
Leave him alone.
Is he your weakness?
[grunts]
I said leave him alone!
[grunts]
[yells]
Oh!
[grunts]
Don't do this. Let us go.
She's your granddaughter, your own flesh and blood.
-How could you? -[baby crying]
No!
You experimented on her,
altered her DNA.
I will finish what I began, my dear,
but not until you are ready.
You will rue this day, Spider-Man,
as will all humankind.
[grunts]
Karen, you're safe.
The target has been acquired. Everybody fall back.
So what do we do for headquarters now, guv?
What do you guys think about Coney Island?
The rides need a little work, but it would be one heck of a hiding place.
Change course for Coney Island.
What's up, love? You've been awfully quiet since we left the castle.
Just remembering, Brom, just remembering.
[theme music playing]