Base to Bravo 2. What's your status? Over.
All clear, luv,
and so far, the scrambler's working a trick.
No sign of them tin soldiers anywhere.
[crash]
[yelling]
[roaring]
[Shane] Look, Peter.
That's where Spider-Man and I
saved Mom from the Symbiotes.
[Peter] Hey, Shane, I was there, too, remember?
Oh, yeah. You called the police.
It's okay, Peter. You wanted to help.
Hey, you stinking humans ain't allowed near a work site.
Parker, Daily Byte...
New York's largest daily human newspaper.
I was thinking about an article on you building and safety guys,
but if you're not interested...
Hold on there, pal.
Hey, come on in.
You can even take my picture.
Hey, must be my lucky day.
Let's see what's newsworthy.
[man] Boss, you'd better have a look at this.
The first two were headed for the recycler,
but check out the service number on this one.
Holy cats! X-51.
We got us an antique here.
[stuttering] What do you mean?
X-51, as in the 51st Machine Man off the assembly line.
Been in service over two decades.
[chuckles] I'm amazed this fossil can run at all.
Come here, old-timer. [chuckles]
You'll be happier as a recycled cube.
Negative. This unit will not be destroyed.
[chuckles] Sorry, tinhead, you don't get a vote.
Negative. This unit still functions.
This unit has value.
Huh? I've never seen one of them do this before.
Let's have a look under the hood.
-No. -[grunts]
[roars]
[grunting] Central, we need backup.
We got a rogue robot here.
-[yells] No! -[roaring]
Come on, Shane, let's get out of here.
Oh, man, I'm the worst babysitter on the planet.
[Peter screams]
Aah.
-Aah. -[roaring]
[beeps]
[screams]
Shane, get up! Get out of here!
[groaning]
[Theme music playing]
[roars]
[Shane] No!
-[roaring] -Peter!
Ah!
[growls]
That Machine Man saved Shane.
But they're not programmed to help humans.
[Machine Man] Have intercepted cause of disturbance.
Terminating rogue Machine Man.
Not destroy. Please help me.
You might be a glorified toaster, pal...
but that's one request I can't turn down.
Eliminate.
[grunts] Of course, I should have come up with a better plan than this.
[X-51] Go, Spider-Man.
Do not put yourself in danger.
[grunts] After what you did for Shane, no way.
I'm getting you out of here.
[Ursula] Hold your fire!
Ursula... never thought I'd be glad to see her.
So, Spider-Man, now you are stealing city property.
[Spider-Man] Only when the property asks to be stolen.
I don't think X-51 wants to be recycled into a minivan.
Not to worry. I have orders to bring the robot to the lab for inspection.
Oh, and when you're done playing mad scientist,
you'll repair him, right?
No, then it gets recycled into a minivan.
[laughing]
Sorry, Mama bear, but I'm not gonna let that happen.
[laughs] Oh, Spider-Man,
how I have looked forward to this moment.
[X-51] Stop.
This unit will surrender.
What? You can't trust these guys.
This unit has caused much disorder,
much pain.
This unit will no longer endanger the innocent.
He's right.
I've already put Shane in jeopardy once.
I can't do that again.
But with this spider tracer on the job,
I'll be able to find you when I've evened up the odds.
How disappointing.
We shall have to postpone our contest.
Until the next time, Spider-Man. [laughing]
You can count on it.
[beeping]
[Spider-Man] Looks like X-51's inside that skyscraper.
Man, this is almost too easy.
[grunts] Whoa!
When will I learn to stop saying that?
A 40-storey invisible force field?
Why does everything have to be so complicated around here?
I'm gonna need help getting in there...
and there's only one place to get it.
Thanks for helping me get to that Machine Man.
This is more like the John Jameson I knew back on Earth.
I'm not doing this out of the goodness of my heart, web-slinger.
If we can snatch this X-51 away from the Knights,
we're hoping to exchange him back for Bromley.
-Bromley? -Machine Men grabbed him two nights ago.
His tag scrambler failed.
If they break him,
there's a lot he can tell 'em about our operations...
and they'll break him.
[grunts and yells]
-[grunts] -[Machine Man] Proceed.
[grunts]
No one can stand up to the High Evolutionary and his Knights... no one.
Is he always this much fun? Or did I just catch him on a good night?
[John] The only way to get past that force field
is to come up beneath it through the sewers.
[Spider-Man] The tracer says that-a-way.
[Sir Ram] There is a modicum of damage.
Also some unusual internal configurations.
[alarm ringing]
Intruders!
Seal the building!
[yelling]
[Spider-Man] Hi. We're here to see X-51.
Oh, are visiting hours over already?
Spider-Man!
I grow weary of your constant interference.
This time I shall make you pay.
Yeah? Well, keep it cheap, huh?
This suit only has room for pocket change.
-[grunts] -Human scum!
And proud of it, sister.
Leave the little man for me.
[Sri Ram] The High Evolutionary may be blind
to your true nature, Spider-Man,
but I am not.
I shall show you no quarter!
Okay. How about two dimes and a nickel?
Whoa. I am sensing hostility here.
Leave this place while you still can, wall-crawler.
The robot is none of your concern!
I know why I want X-51. The question is, why do you?
[Sri Ram grunts]
He-- It is an anomaly,
a scientific curiosity.
It must be studied, analyzed...
[Spider-Man] And destroyed in the process.
[chuckles] You're some scientist, sir wool-for-brains.
Aah!
[grunts]
[Karen screams]
Try this, tough guy!
No, you try this!
[grunts]
-[both straining] -[Spider-Man grunts]
[grunting]
Aah.
[both straining and grunting]
[screams]
This ends now, arachnid!
Aah!
For once, sir lamb chop,
I agree with you completely.
[yells, grunts]
[grunts]
[grunting]
[grunts]
[Spider-Man] Whoa, whoa, whoa, whoa. Language, language.
Now let's get rusty here off the table. [grunts]
The slab is magnetized, Spider-Man.
I knew that.
Thank you, Spider-Man...
all of you.
Let's not congratulate ourselves yet.
We're still sealed in here by those steel doors and the force field.
This unit will provide assistance.
[Spider-Man] Well...
it pays to have friends in high places.
Good. Now we need to take this bucket of bolts somewhere safe
and set up the exchange for Bromley.
Hey, Ground Control to Major John.
X-51 is not a thing. He's a person.
We'll find some other way to rescue Bromley,
but nobody is trading in anybody.
Sorry, Spider-Man, but we need him.
He's our ticket to getting back one of our top men.
I won't let you take X-51.
All right, John, you do what you have to do,
and I'll do what I have to do.
John, you know you can't shoot him.
Despite your differences, he's still your friend.
Is he? Is he really?
What about Bromley? Isn't he a friend?
[sighs] I'm glad you know who our friends are.
I just can't tell anymore.
-[siren blaring] -[dog barking]
[Shane] Spider-Man!
Mom's on an emergency call,
and Peter's not home right now.
Wow! Is that the Machine Man who saved me?
He looks smaller.
Hello, young human.
It is... good that you are uninjured.
I ran into Peter,
and he said our friend could stay here for a while.
[Shane] Is he gonna be okay?
Self-diagnostics indicate
gyroscopic stabilizer is misaligned by seven degrees,
optical chip is malfunctioning,
and neural net capacitor requires recharging.
He needs our help.
Shane, you stay with our friend
while I see what parts I can scrounge up.
-You don't need to do that. -I don't?
Nah. Check this out!
[chuckles] Crazy Shane's electronic emporium.
Who'd have thunk it?
A positronic power pack, a heuristic enhancer,
these are sophisticated items.
Humans are forbidden to possess such technology.
This was all my dad's stuff.
He was kind of an inventor.
Still is, I guess...
but he doesn't live here anymore.
This is sadness.
You wish for your father to return.
You... miss him.
Yeah, sometimes.
Well, we have to get you fixed up.
[Karen] We've contacted the Knights.
Lord Tyger is amenable to an exchange...
at Grand Central Station, 6:00 p.m.
That gives us six hours to find X-51.
John, something's rotten here, and you know it.
Why would they trade Bromley for a robot
they're just going to scrap anyway?
It has to be a trap.
Doesn't matter.
We're never gonna get this close to Bromley again.
When they spring their trap, we'll be ready for them.
This unit-- I have read all these books
in an effort to understand what has happened to me...
but there seems to be no clear explanation.
Well, you're the oldest functioning Machine Man on the force.
Maybe you finally absorbed enough information to make the leap.
Improbable.
It seems that there should be more to it than that.
I can think. I'm beginning to... to feel.
There must be some cause,
some purpose to what I have become.
[chuckles] You mean, the meaning of life?
Well, rusty, men have spent centuries trying to figure that one out.
And what is the answer, Spider-Man?
Well... I guess every man, every person...
has to figure that out for themselves.
Then I, too, will figure it out.
What is it? What's wrong, X-51?
My spider sense--
What in--
Aah!
Spider-Man, are you okay?
[grunts] Guess he didn't like being called rusty.
[grunts] You stay here, Shane.
What are you gonna do?
I wish I knew.
Got him!
Wait, John! It's a trap!
There they are.
Sir Ram, reactivate the remote manual override.
With pleasure, my Lord.
-[beeps] -[grunts]
It's a double-cross!
My apologies.
I have no choice in this matter.
You must surrender to the Knights of Wundagore.
-[Karen grunts] -This is it, people!
Let Bromley go... now.
I don't think so, Jameson.
Surrender, and you have my word you will not be harmed.
The word of a stinking Bestial? [sarcastically] Yeah!
Resistance is pointless.
Didn't your mother ever teach you it's impolite to point?
[grunting]
Ah!
The Solaris I?
My spacecraft.
Aah!
Take Bromley and Jameson.
We will retire from the field with those two.
Come. You shall be guests at Wundagore Castle. [laughs]
Destroy the others, X-51,
while we leave with our prizes.
-I... must... obey. -[beeping]
-[both grunt] -X-51, listen to me.
You don't have to obey that device inside you.
You're more than a machine.
No, I will not!
I am more than machine!
[grunts]
Aah!
Let's get out of here. We got what we came for.
But what about your ship?
We may never get another chance to--
In another 30 seconds,
they'll call in twice as many Machine Men.
We leave now.
Just let me hit that puppy with a spider tracer and...
If only I'd gotten a tracer on your ship,
then we'd know where it's being taken.
Probably back to Wundagore castle.
Don't worry, web-slinger.
Working together, we can find it.
Speaking of working together...
I was wrong before.
I owe you an apology, Spider-Man.
It's not me you should be apologizing to, John.
It's X-51.
Spidey's right. I'm sorry, X-51.
You're a good man...
one I'd be proud to have on my team.
You could be a great help to our cause, X-51.
I wish to find my own path in life,
but the Knights of Wundagore will not give up their pursuit.
I, too, am a rebel, a refugee.
Until there is freedom for all sentient beings...
perhaps my path does lie with you.
[theme music playing]