[John] You're either with us or against us, webslinger.
What do you say we try for door number three,
a nice, cozy rocket ship home?
That's not an option.
Look, John John, there's nothing I'd like better
than to see the Besties take a nose-dive,
but this isn't our fight.
Then whose is it? These people need us.
So do a lot of folks back home.
Besides, have you tasted the hot dogs on this rock?
[choking] No... not again.
-[clears throat] -[Spider-Man] Hey, what is it? Hey!
Wow, I guess he has tasted the hot dogs on this rock.
The last time somebody ran away from me like that,
she was my date at the junior prom.
Who am I kidding?
I didn't have a date for the prom.
[sighs] That ought to do it, doc. Clean as a whistle.
I wish you'd reconsider my offer, Phil.
There's always room on the sofa.
And miss out on my stargazing?
Nah, you already do enough for the folks around here.
I'm afraid it isn't much tonight.
Mmm! Grilled cheese, my favorite.
You're a keeper, doc.
Say good night to Shane for me.
[Peter thinking] Of all the planets in the universe,
I got to get stuck on this hunk of junk.
If Jameson weren't so pigheaded,
I'd be spending my nights with Mary Jane,
instead of serving time in this twilight zone.
It's not like I don't sympathize with these people, but...
Hey, watch it!
Huh?
[grunting and struggling]
[Peter thinking] That guy didn't need an ambulance before it arrived.
Spider sense kicking in.
Oh, no, you don't, buddy boy.
Nothing's getting in my way.
Not this time.
[grunting]
[Theme music playing]
[panting] Way to stay alert, hotshot.
A poodle could have ducked that tackle.
[grunts and screams]
Excuse me. This is no way to treat
a perfectly good grilled cheese.
Bug off, twerp!
Looks like your friends don't think much of you, either.
My friends?
I figured they belonged to you.
They aren't fans, that's for sure.
[grunts]
You may get out of sight,
but not out of mind.
Forget it, bud.
You're in no condition to travel.
Those bums have been working this town like a couple of '49ers,
only the ore they're mining is human, not gold.
Tonight I finally got close enough to stop 'em,
and then you came along.
Well, maybe it's still not too late.
I don't know what your story is,
but do us both a favor and keep your nose clean.
[Spider-Man] Wait a minute! Who the heck are you?
I'll tell you this much...
unlike some people, I ain't no wannabe.
[scoffs] Wannabe?
Who is he calling a-- Aah! Ow!
[door opens]
Uh! I guess porky's blast got me worse than I thought.
Oh, hiya, sport.
Isn't it past your bedtime?
I thought I heard thunder.
More like a little late night demolition.
You better get back-- [stutters]
You okay, Peter?
Never been... better.
[scoffs]
Mom, Peter's hurt! Mom!
Uh...
Hey, warn a guy, why don't you?
Pupils look good,
even if their disposition needs improving.
How's your shoulder?
[exclaims] Better, thanks.
But you didn't have to bother.
I'm a fast healer, remember?
Mom says you got that in a fight.
And how does Mom know that?
Call it an educated guess.
As a matter of fact, I got caught by a blaster last night,
courtesy of a couple of Besties snatching people off the street.
They grabbed one guy right in the middle of his grilled cheese sandwich.
-Something's happened to Phil? -Who?
The man who sweeps up for me.
Life's already treated him badly enough.
We've got to do something.
Oh, there's no one I can call
who cares what happens to humans.
What are we gonna do?
Don't worry, MJ.
-MJ? -Uh, sorry, my mistake.
I'm gonna check this out.
I'll call you as soon as I know anything.
Hey, Mom, if Peter's shoulder got blasted,
how come his shirt didn't have any holes in it?
[Spider-Man thinking] MJ? Sheesh!
Talk about your Freudian disasters.
I've really got to get off this rock.
The signal from my spider tracer's coming in loud and clear.
Those punk paramedics are about to get a taste of their own medicine.
The heat from the engine must have loosened the adhesive.
So much for my spot on the Mensa roster.
Time for a little exploratory surgery.
Not exactly a friendly little camp out.
No wonder there's no marshmallows.
Still warm.
They haven't been gone long.
Probably waited here for a bigger vehicle to pick them all up.
"Bestial Beauty"?
An oxymoron anyplace in the universe but here.
Not exactly a name you'd expect for a condiment company.
Let's see what a swing through the Yellow pages will find.
[grunts]
Come on, hurry it up!
Uh!
[Spider-Man thinking] If he's anything like the security guards on my Earth,
10-to-1, this guy's working a crossword puzzle.
What's a five-letter word for piece of cake?
Let me spell it for you, Einstein. C-I-N-C-H.
That was even easier than I thought.
At this rate, I may have Phil back home before--
[Bestie] You got an appointment, pal?
Hey, he's one of them twerps from last night. Blast him!
[thinking] Rule number one, Spidey...
never get too cocky.
Hey, he's one of them twerps from last night. Blast him!
Anybody know the way to the little boys' room?
-Aah! -Oh!
[grunts]
All right, bud, you've served your purpose.
Now go home before I have to pull your bacon out of the fire again.
Believe me, I wish I could go home.
What do you mean I served my purpose?
I saw you shoot what could only be a tracer at that ambulance last night.
So when I lost them,
I went back and waited for you
to show up and lead the way.
So, which one of us is slicker?
-Me for finding this place... or you for knowing I would? -Uh!
Don't push it, buddy boy.
If you were smart,
you'd be happy to be what you are, human,
instead of tricking yourself out like a wannabe arachnid.
You think I deliberately set out to be like this?
No. I know how unexpected events change things.
That's why I can't hurt any more humans.
I grew up in the upper world...
just another privileged brat with the usual privileged pals.
To my friends, humans were like bugs.
If they got in your way, you stepped on 'em without a second thought.
My buddies didn't know about Cliff.
He was our housekeeper's son.
We'd been hanging together since we were babies,
and he was my best friend.
One night, the gang decided to have a little fun with humans,
and I went along for the ride.
I had no idea what they meant to do.
And when I found out...
well, I... I knew it was wrong...
but I didn't have the strength of character to resist.
[people screaming]
[Vulture] I never saw Cliff again...
but the look on his face changed my life.
I vowed to do everything I could
to stop human suffering...
no matter what it took.
A lot of folks feel strongly about something,
but they don't take it to the streets.
Wasn't there some kind of ASPCH you could join?
I tried that, but the situation needs action, not newsletters.
Seems to me I've heard something like that before.
-What do you say we get to the bottom of all this? -We?
Don't worry, it won't last.
Working well with others isn't exactly my strong suit.
Uh?
You, you're next.
Bestial Beauty Cosmetics.
This building's a lab,
with innocent humans as test subjects.
Entry authorized.
[Vulture] No way in without a retinal implant.
Leave it to me, bird-man.
I've got just the ticket.
Meet you at the side door in two minutes.
Not bad for a wannabe, huh?
[computer] Entry authorized. Please step forward.
[thinking] Side door should be right around here.
I love it when they don't look up.
It took you long enough.
[Bestie] Stop right there!
-Don't move! -Sound the alarm!
Thanks, but I just got a trim.
[grunts]
[Bestie] Security breach!
-[Spider-Man] What the heck-- -I knew I should have kept working alone.
[Fire Drake] Where do you insects think you're going?
To fight a kinder, gentler, and prettier bad guy.
No jokes, buddy boy.
Let's try a little misdirection.
[screaming]
Whoa, big guy.
That's a nasty case of indigestion.
[grunts]
And then there was one.
At least we know you can count.
I hate when that happens.
[screaming]
Take them to research and development.
It isn't every day we get the pleasure
of experimenting on such interesting specimens.
I'm going to enjoy this.
[Spider-Man] Just think what it means to us.
[both grunting]
[Fire Drake] What it means, insect,
is that you'll soon regret the moment
you ever thought of going up against Fire Drake.
Actually, I'm pretty clear on that
without the demonstration. Thank you.
The master is here.
Ha! The High Evolutionary.
I'd be honored to meet my creator,
if I didn't already hate him.
Why should he get the credit,
when someone so much more deserving does all the work?
Ram-head? You're behind all this?
We do what we must to elevate ourselves, yes.
With Fire Drake, I've created a being
the High Evolutionary can only dream of.
And as a result of my work here,
there will be many more to come.
Proceed.
[both straining]
Something tells me we're in for more than a facial.
Unless...
Aah!
Stop them!
[grunts]
Aah!
[Vulture] I've got to free the rest of the prisoners.
I'll keep heater-breath busy.
[Fire Drake] Get ready to fry, insect!
[screeching]
And here I figured you were a low-fat kind of guy.
-[cheering] -Shh!
Wait a minute,
I only promised
to keep Fire Drake busy.
[grunting] By the High Evolutionary!
No, Sir Ram, you were right.
You deserve all the credit for this.
Aah!
[screaming]
Say good night, bird.
There's got to be something that will put out that fire.
Hey, that's the ticket.
Something like a little super-cooled liquid nitrogen
for cooling off our hothead.
Hey, Fire Drake, cure the breath that offends
with Dr. Spider-Man's prescription for chronic flaming halitosis.
[scoffs] Wonder if the placebo would've had the same effect.
[screaming]
There he is, your tormentor!
-Let me at him. -Tear him limb from limb.
There he is, your tormentor!
-Tear him limb from limb. -[indistinct talking]
Wait! You don't wanna do this.
After what he did to them, what better justice is there?
Listen to me, Vulture.
Killing Sir Ram will only turn all of you into what he is...
a monster.
Get out of the way!
There are other ways to win your war,
but this battle's already over.
After what's happened, Bestial Beauties
is good as out of business.
He's right.
Revenge may sound sweet,
but right now, home sounds a whole lot better.
[overlapping talk]
You got better than you deserve, Sir Ram.
Next time, you may not be so lucky.
Nor you, Cira.
Nice speech, bud,
but in my book, you're still a wannabe.
Here you go, Phil.
Welcome back.
Doc, it's great to be here.
And this time I'm gonna finish my grilled cheese.
[screaming]
[growling]
[theme music playing]