[Naoko] If you're so concerned,
you never should have walked out on us in the first place.
I am being fair.
Who Shane and I take into our home is our business.
I don't care what you think of Peter.
It's not your decision to make.
[Peter thinking] Here we go again.
Sometimes it seems like no matter what I do,
I manage to make the people around me miserable.
Maybe it's time to do Naoko and Shane a favor
and say adios to this rock
and take my chances at home without John Jameson.
The fact that John-boy himself told me
where the High Evolutionary is keeping my ship
is a pretty good sign that he's never going to come along.
Still, who'd have thought
it would be garaged in Atlantic city?
Step on it, Lester!
Step on it!
We're going to fry for this!
They're going to drag us into that lab
and start poking us with--
Quiet, Freddy!
If you think I'm going to mop floors
for the rest of my life,
you're out of your mind!
Poor fools.
Do they not know that no one escapes this place?
[screams]
[coughing]
[screams and coughs]
[screaming]
[grunting]
Hey, no way they're taking me back to that freak factory.
[screaming]
The High Evolutionary will not be pleased.
[Peter thinking] I feel like I'm sneaking out,
but how can I look Shane in the eye and say goodbye?
The digital map Jameson found when the rebels shut down that power plant
will lead me straight to my little no-frills ticket to Earth.
Uh-oh, here comes trouble.
[male voice] Peter Parker!
[groans]
Out for some late-night partying, Parker?
Don't you known it's after curfew?
[screams]
[theme music playing]
Hey!
What are you doing?
Why me?
You're a looser cannon than I am, Parker.
Undocumented, unmonitored...
It seems nobody's even heard of you.
[Peter] So, I'm not much on public relations.
Is there anyone you recommend?
[Green Goblin] How about Mr. Take-a-hike?
Time for you to get out of Dr. Yamata Jones' life, Parker,
and stay out!
[Peter thinking] Get out of the doc's life?
Talk about bad timing.
That's just what I'm trying to do.
[grunts]
[laughing]
How about that?
Little dweeb is stronger than he looks.
[Peter thinking] Nothing like a good game of hide-and-seek
to get the adrenaline pumping,
And it had to be a game.
Goblin could have thrown those pumpkins a lot closer
any time he wanted to.
[door creaking]
[woman screams]
Oh, hey, uh, don't mind me.
I'm just the window inspector.
Right.
[screams]
Good. Gobi's gone.
Don't need any more interruptions
while I put on my traveling shoes.
[Green Goblin] Parker is Spider-Man?
And here I thought Spidey was one of the good guys.
I knew putting these spy eyes around Naoko and Shane's neighborhood was a good idea,
But this... [whistles]
I better find out what the web-slinger's up to.
[High Evolutionary] You dare stand before me and admit such incompetence?
[Ursula] The guards who allowed the sky cycle to be stolen
have paid the price, sire,
And we did recover one escapee.
While the other finds refuge underground.
Perhaps a sweep through the caverns--
Will uncover nothing.
It never does.
The day will come when I exterminate
those underground pests,
But for now...
For now my work takes precedence.
[Peter thinking] A perfect night for travel.
All I got to do is keep hitching toward jersey.
Solaris 2, here I come, ready or not.
Hey, knock off that not stuff, Spidey. Think positive.
The ship is working. It's got to be.
The old spider-sense is really going to town.
Whoa! [hoots]
No wonder I keep sensing danger.
Doesn't anybody in this burg know how to drive?
Atlantic City. Now we're getting somewhere.
Mary Jane, here I come.
[screams]
[grunting]
Okay, okay. Take note, web-head.
Next time trust your instincts,
especially the spidery ones.
Earth or Counter-Earth, according to the map,
I'm looking for a place smack-dab in the middle of a government installation,
but unless the new world order's into poker chips...
Wait a minute.
One of these things is definitely not like the others.
In the words of aunt May at a neighborhood social,
bingo!
No windows. No doors.
How the heck does anybody get in or out?
There go those instincts again,
and this time I know it isn't the traffic.
[Green Goblin] Heads up, Spider-chump. You've got company.
[Peter] What's the matter, Gobi? You losing you're eye?
This area is off-limits.
By order of Lady Ursula, I command you to surrender!
[Green Goblin] Lady Ursula? Oh, I just can't bear it.
[Peter] Tell the kind lady we don't take orders
from pushy buffoons.
[Green Goblin] No, no, no, not buffoons.
They're raccoons. [laughs]
[screams and gasps]
And now he's a cocooned raccoon buffoon.
You must be why my spider-sense has been going crazy.
How long have you been following me?
[chuckles] Long enough to know your deepest,
darkest secret... Parker.
What? [stammering] How... But...
Oh, Parker, you are the silver-tongued devil,
but you still can't hide from the goblin.
I'm not trying to hide, green-sleeves,
I'm trying to leave.
I don't know why you're so obsessed
with getting Peter Parker away from Naoko and Shane,
but it's this close to a done deal.
What? You mean...
Huh! Look who's Mr. Articulate now.
Spidey, my pal, bon voyage.
Don't forget to write. I'll help you pack.
[Spider-Man] As a matter of fact, I could use some help.
What do you know about that place?
[Green Goblin] Not much. But I'll tell you this.
Every Bestial on the planet is afraid of it.
-Why? -Rumor is that his lordliness the High Evolutionary
has something special going on inside.
Entrance is by invitation only, as in arrest.
Only not for any known crime,
and none of the guests ever leave.
Meaning there's a lot more involved here
than just my ship.
Ship? As in spaceship?
I suspected that Jameson was from off-world.
So that's the link between you two.
[alarm sounding]
[over speaker] Attention, this area is open
to authorized personnel only.
All violators are subject to immediate termination.
[Spider-Man] Looks like duck and cover time.
How about if you duck and I cover?
[Green Goblin] Ya-ha! Hey, high roller,
What do you say to a pumpkin surprise?
[grunts]
[grunts and laughs]
[groans]
Hey, rollerball, ever hear the one
about the spider who gummed up the works?
You have now.
Me and my big mouth.
Looks like its got all the details pretty well covered.
[both scream]
[both groaning]
Let me guess, Mr. Ed?
Sorry. Name's Lester.
Good trick, huh? The digging's not so bad,
But closing up the holes is murder on my nails.
Somebody call the Mets.
I bet she won't have any trouble shagging fly balls.
Who are you guys?
Can't you tell? We're rejects.
Prima can explain it all to you.
Welcome, gentlemen.
I assume you have some questions.
Just one, where is the nearest exit?
And people call me a wise guy.
Basically, I just want to know,
what is all this?
It all begins up there
through 10 yards of earth and concrete.
The dome above us is unwillingly populated
by many of our kind,
genetic failures who have been wrenched from their homes
and forced to toil in the High Evolutionary's
most secret of laboratories,
where he creates the very building blocks
out of which new bestials are formed.
When we grow too old or too weak to perform,
we are brought to lab one, the house of tears,
for recycling.
[Bestial screaming]
From time to time, some of us managed to escape.
Using the skills of Alice and those like her,
we have made a home down here
away from the pain of captivity,
but close enough to help those still in need.
Sounds like a very un-peaceful coexistence.
I am hopeful that you will help us change that.
Oh, first they save you, then they use you.
Are you sure you're not human?
Very sure,
but your value to us is that you are.
Uh-oh. When a human uses that tone,
it usually means very bad news.
We're hoping for good.
The Goblin and Spider-Man,
the two most wanted criminals on this Earth.
In exchange for his promise to end the recycling,
we plan to turn you over to the High Evolutionary.
[Spider-Man] Couldn't we take a vote on this?
We just did.
Take them now.
Is he doing what I think he's doing?
Reducing our brethren to their DNA elements.
He uses it to create nutritional enhancements
for the next generation of Bestials.
A sip a day keeps the doctor away.
This has got to be stopped.
[grunts]
You really think a guy who would do
what the High Evolutionary is doing would barter with you?
We have no other options.
Sure you do.
You've got Mr. Green-jeans and me,
Just not in the way Prima was thinking.
I knew I couldn't trust you.
Now what are you volunteering us for?
Get us to the center of the dome,
and I promise you we'll destroy this lab ourselves.
[making stuttering sounds] Did I just hear you say "we"?
Get real, Greeny,
there's a reason the High Evolutionary's
after both of us.
He's afraid.
I wish we were back with Prima. She's so much wiser.
Spider-Man had the chance to run away just now, Alice,
and he didn't.
that must count for something.
Follow me.
[Green Goblin] Wait! Hello?
Aren't you going to get me out of this thing?
Spider-Man's the one who's earned our trust.
Well, I guess some of us have got it
and some of us don't.
Wait! Hello?
[growls]
[beeping indistinctly]
Excuse me, your highness.
Sensors in lab one sector are active.
We have intruders.
My dear Ursula, I am engaged
in a delicate operation here.
Bad chromosomes must be discarded,
good ones bonded together.
My humble apologies, but--
See where these intruders are headed
and destroy them,
lest I start wondering
about the fitness of your DNA.
[grunts]
[screaming]
[yells]
[Spider-Man thinking] Ah, love that High Evolutionary efficiency.
The major repairs are all taken care of.
Oh, got to learn to stop counting those chicks before they get out of the egg.
Somebody definitely forgot to take a trip to the hardware store.
Nah. I'm going to need an expert for this.
Hey, get me out of these!
I'm no use to anybody like this.
Laughing boy's right.
I need his help with the wiring in the cockpit.
You heard the man, cut me loose.
I've got to make sure he takes his ride home.
-Release him. -[alarm buzzing]
You better make it quick.
[chuckles] Much obliged, horse-face.
Here's a little thank-you present.
Hey, thank you.
[laughs]
Hey! [grunts]
[Ursula] Look out!
[laughs] Smart thinking, web-head,
pretending you want to help those poor saps,
but I know better.
Piece of cake for a genius like me.
I'll have you out of here in no time.
[Ursula] Spider-Man and the goblin, stop them!
Don't look now, but guess whose favorite she-bear
is getting a little too close?
[groans]
I hate these forced landings.
Hey, any time you're ready, arachnid.
Not just yet, Goblin. [yells]
This ship is the property of the High Evolutionary.
More machine-men? Can't I ever catch a break?
-[Ursula grunts] -[engines power-up]
[laughing]
Oh, no, not without me you don't.
[groans, thinking] I know they say persistence pays off,
but this is ridiculous.
[grunts] Got to get to the cockpit before we leave the atmosphere.
[grunts]
Only chance is to abort the flight.
This ship's a goner, and I may be too,
but maybe it doesn't have to be a total loss.
Sire, I am sorry to interrupt you again,
but we must evacuate.
Oh, what I wouldn't give for an air bag right now.
[grunts]
[groans]
I'm sorry, MJ
Looks like I'm not coming home tonight after all.
You were true to your word, Spider-Man.
The High Evolutionary and his forces have fled,
leaving his reject workers free and alive.
What are you going to do now?
We have decided to remain here, underground,
and build our own society
rather than risk a world and its master
that consider us freaks of nature.
Uh, speaking of freaks,
you didn't happen to notice a goblin around anywhere,
-did you? -Lost in the rocket vapors.
Nobody's seen your friend since.
Wow.
I don't know that he was my friend,
but I think he could have been.
There's plenty of room here, Spider-Man.
Perhaps you'd like to join us.
No. I've got some friends who need me
to take better care of them than I have.
Stay out of trouble, you hear?
The goblin was wrong when he said I didn't really want to help those folks,
but I wonder, if I could have gotten to the cockpit
and piloted the ship,
what would I really have done?
[theme music playing]