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00:00:01,416 --> 00:00:03,291
[theme music playing]

2
00:00:09,291 --> 00:00:13,333
♪ Spider-Man, Spider-Man ♪

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♪ Radioactive Spider-Man ♪

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♪ Spider-Man, Spider-Man ♪

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♪ Radioactive Spider-Man ♪

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♪ Spider-Man, Spider-Man ♪

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♪ Radioactive Spider-Man ♪

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♪ Spider blood, spider blood ♪

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♪ Radioactive spider blood ♪

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♪ Spider blood, spider blood ♪

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♪ Radioactive spider blood ♪

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♪ Spider-Man, Spider-Man ♪

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[Beyonder] We have
traveled a long way,

14
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through time and space,

15
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Look at what has happened.

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Now where'd the Beyonder go?

17
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And where am I?

18
00:01:21,958 --> 00:01:24,125
5th Avenue? It can't be!

19
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How long have I been gone?
What's happened here?

20
00:01:27,708 --> 00:01:29,000
Aunt May!

21
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No! All of Queens,

22
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Astoria, Forest Hills,

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all just destroyed!

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Aunt May...

25
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You're Aunt May exists
no longer in this world.

26
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I've had it with you, Beyonder!

27
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I want some real answers!
Who's responsible

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for this devastation? Who?

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You are, Spider-Man.

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What?

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[Beyonder] You are.

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What kind of sick joke are
you playing now, Beyonder?

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Whoa, Spider Sense. Danger!

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Ho ho! Nice shot,
brother Goblin!

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Stick with me, boy,

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by the time we've
leveled Manhattan,

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I'll have made a real
Goblin out of you! [laughs]

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The Hobgoblin and
the Green Goblin together,

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destroying the city?

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Have they gone
completely insane?

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[man] This is J3
Emergency Radio,

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broadcasting from
the Daily Bugle building.

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We continue our
report on Spider-Man's

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war against the city,

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I just hope the
National Guard will rescue us

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from this criminal siege.

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Sorry, this program is
canceled due to low ratings.

48
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Huh?

49
00:02:47,708 --> 00:02:50,291
There was no one left
in the city to listen.

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-[Jameson groans]
-[Hobgoblin laughs]

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Let go of him, you--
[grunts]

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Our boss wants the
microwave broadcaster

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on the roof of
J3 Communications.

54
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But it seems to have a
substantial security system.

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[Robbie] Don't Jonah!
Don't help them!

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-No!
-Talk,

57
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or I'll give your right
hand man his severance pay.

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I can deactivate the security
system with my palm print!

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Excellent!

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We don't need you anymore.

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[screams]

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Gotcha!

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Hey, what's the big idea,
Robertson?

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I'd do a lot more if I could,
Jonah was right all along!

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I don't know what
you're talking about!

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I'm talking about the
destruction of this city!

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And those Goblins you've
sent to attack Jonah and me!

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The Goblins? In the Bugle?

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All right, now you're gonna
pay for what you've done!

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Why did you do that?

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Let's see: You level Manhattan,

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destroy Queens,
why would I be mad at you?

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But we did what you told us to!

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What? I never told
you to do anything!

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Goblin, this Spider-Creep must

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be the other one the
boss warned us about!

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The other one?

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Yes, I think you're right!

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But a good Goblin never falls
for the same trick twice!

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[Spider-Man coughs]

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We have what we need here,
finish the job, Hobgoblin!

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With pleasure.

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[laughs maniacally]

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Uh-oh!

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I can't believe it.

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The Bugle, destroyed!

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My life's work, ruined!

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Oh, quit whining!

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Thanks so much!

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You! I was right
about you all along,

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but I never dreamed
you'd go this far!

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I'd love to hear your whole
tirade, but not right now!

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Hey!

94
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Now I see what's been taking
those idiot Goblins so long!

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I wondered when you'd
turn up again, dear clone.

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And in my costume no less!

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[grunts] That voice!
He sounds like me!

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Oh, how I despise you!

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And for that reason,
you must be obliterated!

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You see, I really,
really, hate clones!

101
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He looks like Carnage,
but he has my costume.

102
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My voice!

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[laughs maniacally]

104
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He's squeezing me so hard!

105
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I can't breathe!

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What? No!

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Where?

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[groans]

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Beyonder! What's wrong?

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Are you all right?

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No, he is very, very weak.

112
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How could he be,
with all his power?

113
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Because he's not in
our home dimension.

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His power is diminished
the longer he stays here,

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in this unfamiliar reality.

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We must rest,
and let my life support

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system rejuvenate
you as much as it can.

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Madame Web, tell me what's
going on! I need your help!

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You must help yourself,

120
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but that does not mean
you will be alone, look.

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Am I going mad?

122
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This, is the one that's
supposed to be our leader?

123
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Give me a break, I should be
in charge of this group,

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I'm the real Spider-Man!

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I don't know what
kind of mind game this is,

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but I'm the real Spider-Man!

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The real Peter Parker!

128
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Guess again.

129
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See, Pete old buddy? We're
just as genuine as you are!

130
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But, how can that be?

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Madame Web says that we're
each from different dimensions.

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Reality is like a river,

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that splits off into many
parallel tributaries.

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These Spider-Men
are from parallel realities,

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each as legitimate as yours.

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They're all you,
with some slight differences.

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But don't let these
worry ya Pete,

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they're just a little souvenir
from my last fight with Doc Oct.

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You mean to tell me that
you all share my life,

140
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and my spider powers?

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[clears throat] Well, uh,
not quite all of us.

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I don't have your life,
or your powers.

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So who are you then?

144
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You wouldn't believe
me if I told you,

145
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let's just say,
I'm here to help.

146
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Although I'm not prepared
for anything like this.

147
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We were all kind of caught
in the middle of things,

148
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I'm having a little
mutation problem right now.

149
00:08:28,708 --> 00:08:31,500
Whoa, I don't think I even
wanna hear your story.

150
00:08:31,500 --> 00:08:34,875
All of you must hear
the Scarlet Spider's story.

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For this is his
reality we're in,

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and that monster you encountered
was his twin, behold!

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My name is Ben Reilly,

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I'm related to this
reality's Peter Parker.

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How?

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I'm his clone, or,

157
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maybe he's my clone,
we're not sure.

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This dimension's Peter Parker
had it pretty rough.

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He had already lost Uncle Ben,
then Aunt May passed away.

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That nearly unbalanced his mind,

161
00:09:00,250 --> 00:09:02,333
but then Parker's
path crossed with

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a brilliant scientist,

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an expert in genetic cloning,
his name was--

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Miles Warren!

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Ah, I see you've met him,
well he cloned Spider-Man.

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To make matters worse,
the clone escaped.

167
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I thought I was that clone,

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I tried to stay out of
Peter's life

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by taking on a new identity.

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I dyed my hair,
changed my name to Ben Reilly.

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But I had no memory of
where I really came from!

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Warren had robbed me of my past.

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I understand what you've
been through, Warren created

174
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a clone in my reality
who had the same problem.

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Peter, I've come back to you.

176
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Mary Jane!

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[crowd cheers]

178
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Oh!

179
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Mary Jane, what's the matter?

180
00:09:48,250 --> 00:09:50,583
I'm not the real Mary Jane?

181
00:09:50,583 --> 00:09:52,166
That is so, my dear.

182
00:09:52,166 --> 00:09:54,458
Why didn't you just
tell me I was a clone?

183
00:09:54,458 --> 00:09:57,750
The cloning process
has proven unstable.

184
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You're coming apart.

185
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Mary Jane! No!

186
00:10:00,583 --> 00:10:02,125
It's too late.

187
00:10:02,125 --> 00:10:04,208
Warren! Warren,
where the blazes are you?

188
00:10:04,208 --> 00:10:07,750
Forget it tiger, I want
you to know just one thing.

189
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If any part of me is anything
like the real Mary Jane Watson

190
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she loves Peter Parker more
than anything in the world.

191
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More than anything!

192
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No!

193
00:10:20,958 --> 00:10:24,000
Mary Jane! Mary Jane!

194
00:10:27,250 --> 00:10:30,083
I might make some
startling advances!

195
00:10:30,083 --> 00:10:31,458
I hate him for what he did.

196
00:10:31,458 --> 00:10:32,875
So did my world's Peter Parker,

197
00:10:32,875 --> 00:10:35,875
but he hated me,
the clone, even more.

198
00:10:35,875 --> 00:10:37,708
When I became a costumed hero,

199
00:10:37,708 --> 00:10:40,875
the Scarlet Spider,
I really made him angry.

200
00:10:40,875 --> 00:10:43,833
But the next big blow came
from Dr. Curt Connors.

201
00:10:43,833 --> 00:10:46,625
He discovered according
to our genetic structures,

202
00:10:46,625 --> 00:10:49,875
it might be Peter
who was the clone, not me!

203
00:10:49,875 --> 00:10:52,833
That news pushed Peter Parker
over the edge.

204
00:10:52,833 --> 00:10:54,583
Now he hated me with a passion!

205
00:10:54,583 --> 00:10:57,583
This is starting to sound
like a bad comic book plot!

206
00:10:57,583 --> 00:10:59,291
It gets worse.

207
00:10:59,291 --> 00:11:01,583
I was trying to stop one of
the Kingpin's crimes,

208
00:11:01,583 --> 00:11:04,583
he had created some kind of
inter-dimensional transporter

209
00:11:04,583 --> 00:11:06,625
which would make him
invincible as a criminal.

210
00:11:06,625 --> 00:11:10,000
No sooner had I arrived,
then my other showed up.

211
00:11:10,000 --> 00:11:12,625
I thought he was there to
help me, but he wasn't.

212
00:11:12,625 --> 00:11:15,208
He wanted me out of
the picture, permanently.

213
00:11:17,708 --> 00:11:21,083
Then, from some other
dimension, it appeared.

214
00:11:21,083 --> 00:11:23,083
That's the Carnage symbiote!

215
00:11:23,083 --> 00:11:24,958
Drawn by Peter's hatred,

216
00:11:24,958 --> 00:11:28,458
it bonded with him somehow,
and drove him completely insane!

217
00:11:28,458 --> 00:11:32,208
So this reality we're
in is your reality.

218
00:11:32,208 --> 00:11:34,000
But what does it have
to do with the rest of us?

219
00:11:34,000 --> 00:11:36,875
What's our stake in this,
or yours for that matter?

220
00:11:36,875 --> 00:11:41,625
Behold, look into the future,
tell me what you see.

221
00:11:47,875 --> 00:11:49,333
[Spider-Man] A portal
has been opened!

222
00:11:49,333 --> 00:11:51,958
The dish stolen from
J3 Communications

223
00:11:51,958 --> 00:11:53,750
is magnifying
the incendiary device

224
00:11:53,750 --> 00:11:56,833
attached to the transporter,
and it's about to go off!

225
00:11:56,833 --> 00:11:58,000
No!

226
00:12:14,708 --> 00:12:16,958
[orchestral Spider-Man
theme playing]

227
00:12:20,583 --> 00:12:25,250
Spider-Carnage will link
a matter disintegrator bomb

228
00:12:25,250 --> 00:12:28,416
to Dr. Ohn's time
portal device.

229
00:12:28,416 --> 00:12:30,625
The blast will be magnified,

230
00:12:30,625 --> 00:12:32,583
and will enter other dimensions.

231
00:12:32,583 --> 00:12:35,375
It will not only
destroy this reality,

232
00:12:35,375 --> 00:12:39,250
but every reality
across space and time.

233
00:12:39,250 --> 00:12:41,166
I have already seen it happen.

234
00:12:41,166 --> 00:12:44,000
If this has already happened,
how are we standing here?

235
00:12:44,000 --> 00:12:46,875
When the destruction
reached my home dimension,

236
00:12:46,875 --> 00:12:50,291
I used all my powers
to roll back time.

237
00:12:50,291 --> 00:12:52,291
It taxed me to the extreme.

238
00:12:52,291 --> 00:12:55,000
We are now in this
reality's past.

239
00:12:55,000 --> 00:12:58,166
Spider-Carnage has not
detonated the device yet,

240
00:12:58,166 --> 00:12:59,625
You must stop him.

241
00:12:59,625 --> 00:13:01,875
Wait, you can transcend time,

242
00:13:01,875 --> 00:13:03,708
why don't you just
go back to the past

243
00:13:03,708 --> 00:13:05,416
and prevent any of
this from happening?

244
00:13:05,416 --> 00:13:08,125
Although Madame Web
and I are beings

245
00:13:08,125 --> 00:13:11,083
who can pass through
different realities,

246
00:13:11,083 --> 00:13:13,750
we are powerless-- [groans]

247
00:13:13,750 --> 00:13:16,333
We cannot stay in
this one reality

248
00:13:16,333 --> 00:13:19,000
to keep anything
we change stable.

249
00:13:19,000 --> 00:13:21,000
It takes all this machinery for

250
00:13:21,000 --> 00:13:24,375
us to remain in your dimension
for as long as we have.

251
00:13:24,375 --> 00:13:27,166
And once we leave,
it will be as if

252
00:13:27,166 --> 00:13:29,458
we had never been here at all.

253
00:13:29,458 --> 00:13:32,458
The Beyonder decided
that Spider-Men

254
00:13:32,458 --> 00:13:34,833
from other realities would have

255
00:13:34,833 --> 00:13:36,875
to find a way to stop this one.

256
00:13:36,875 --> 00:13:40,708
In other words,
only he could stop himself.

257
00:13:40,708 --> 00:13:42,958
My companion Madame Web traveled

258
00:13:42,958 --> 00:13:46,291
to your dimensions to
prepare you for this task.

259
00:13:46,291 --> 00:13:49,875
You were all tested,
but only one of you

260
00:13:49,875 --> 00:13:54,708
proved worthy to be
the leader of this team. You.

261
00:13:54,708 --> 00:13:55,750
Me?

262
00:13:55,750 --> 00:13:57,583
Yes, you.

263
00:13:57,583 --> 00:13:59,250
I object!
I think I should be the--

264
00:13:59,250 --> 00:14:02,208
Silence!
We took you to our dimension,

265
00:14:02,208 --> 00:14:05,083
and created the Secret War
to test you,

266
00:14:05,083 --> 00:14:06,500
and see if we were right.

267
00:14:07,083 --> 00:14:08,375
Behold!

268
00:14:17,000 --> 00:14:18,708
Spider-Man! Get out of here!

269
00:14:18,708 --> 00:14:21,708
No! We have to get the
Lizard back! He's my friend!

270
00:14:21,708 --> 00:14:24,750
We've gotta help the rebels!
The robots are pounding them!

271
00:14:24,750 --> 00:14:27,000
Hold on, Doom.
We're not your pawns!

272
00:14:27,000 --> 00:14:28,750
You can't possibly control the

273
00:14:28,750 --> 00:14:30,583
God-like abilities
you've stolen!

274
00:14:30,583 --> 00:14:32,625
You might place us
all in grave danger

275
00:14:32,625 --> 00:14:34,000
if you don't give that power up!

276
00:14:34,000 --> 00:14:35,875
Who amongst you has ever wanted

277
00:14:35,875 --> 00:14:37,750
to give up their super powers?

278
00:14:37,750 --> 00:14:41,125
I have, 'cause I've learned
time and time again,

279
00:14:41,125 --> 00:14:42,708
that with great power,

280
00:14:42,708 --> 00:14:45,625
there must also come
great responsibility.

281
00:14:45,625 --> 00:14:47,291
We were right.

282
00:14:47,291 --> 00:14:49,000
It's up to all of you now,

283
00:14:49,000 --> 00:14:53,000
even my survival depends
on your victory.

284
00:14:53,000 --> 00:14:56,000
So we're here to
fight for all reality.

285
00:14:56,000 --> 00:14:59,000
Okay, Spider-Men,
we don't have much time,

286
00:14:59,000 --> 00:15:00,583
we'd better get going.

287
00:15:00,583 --> 00:15:03,166
What about him?
He doesn't have any powers.

288
00:15:03,166 --> 00:15:05,708
Hey guys,
don't cut me out of this!

289
00:15:05,708 --> 00:15:07,208
This is the adventure
of a lifetime!

290
00:15:07,208 --> 00:15:08,875
No way.

291
00:15:08,875 --> 00:15:11,875
I'm sorry, but he's right,
we can't endanger you.

292
00:15:11,875 --> 00:15:13,750
And I'm sorry
I was angry with you.

293
00:15:13,750 --> 00:15:16,416
Rest assured,
I won't let you down!

294
00:15:16,416 --> 00:15:18,583
All right boys, lets do it!

295
00:15:24,833 --> 00:15:28,000
[Kingpin] Smythe, what is
keeping Spider-Carnage

296
00:15:28,000 --> 00:15:29,750
and those Goblins?

297
00:15:29,750 --> 00:15:32,583
They were due back hours ago.

298
00:15:32,583 --> 00:15:36,000
I warned you not
to trust any of them.

299
00:15:36,000 --> 00:15:39,875
We got delayed. We ran
into another Spider-Man!

300
00:15:39,875 --> 00:15:42,500
What is this all about,
Spider-Carnage?

301
00:15:42,500 --> 00:15:45,625
It's that clone
I told you about!

302
00:15:45,625 --> 00:15:47,833
All that matters is
the few more hours

303
00:15:47,833 --> 00:15:51,875
I need to assemble
my ultimate weapon!

304
00:15:51,875 --> 00:15:56,458
Think of it, we'll use it to
take control of people's minds!

305
00:15:56,458 --> 00:16:00,000
Then, we'll rule
the entire world!

306
00:16:00,000 --> 00:16:03,875
You have secured the final
part that you required?

307
00:16:03,875 --> 00:16:06,875
Of course! My device
will be ready soon.

308
00:16:06,875 --> 00:16:12,625
And then, we'll really get
what we deserve, all of us!

309
00:16:12,625 --> 00:16:15,000
[laughs maniacally]

310
00:16:15,000 --> 00:16:19,375
This device he is building,
is it what he says it is?

311
00:16:19,375 --> 00:16:22,708
I need time to analyze it fully.

312
00:16:22,708 --> 00:16:25,750
Keep an eye on him,
he is a powerful ally,

313
00:16:25,750 --> 00:16:30,458
but he is more evil than
anyone I have ever encountered.

314
00:16:41,750 --> 00:16:43,125
[Armored Spider] I don't get it,

315
00:16:43,125 --> 00:16:44,500
we can swing
through the air, why

316
00:16:44,500 --> 00:16:45,958
are we sneaking
in the front door?

317
00:16:45,958 --> 00:16:48,708
Because, Spider-Carnage
won't expect it,

318
00:16:48,708 --> 00:16:51,333
and that makes him
vulnerable, trust me!

319
00:16:52,958 --> 00:16:55,625
We need to disable the alarm
and observation systems.

320
00:16:55,625 --> 00:16:57,375
No problem, one of my companies

321
00:16:57,375 --> 00:16:59,500
designed security
systems like this.

322
00:16:59,500 --> 00:17:01,458
You own your own companies?

323
00:17:01,458 --> 00:17:04,125
Who do you think built
this armored suit?

324
00:17:04,125 --> 00:17:07,166
In my world I'm
a multi-billionaire, aren't you?

325
00:17:07,166 --> 00:17:09,583
Uh, let's keep moving, okay?

326
00:17:09,583 --> 00:17:11,250
[camera whirrs]

327
00:17:11,250 --> 00:17:13,500
Kingpin! It's Spider-Man!
Five of him!

328
00:17:13,500 --> 00:17:16,458
Five? But I thought
here was only one clone!

329
00:17:18,291 --> 00:17:21,583
It appears our visitors have
disabled the security systems!

330
00:17:23,458 --> 00:17:25,583
Green Goblin, Hobgoblin,

331
00:17:25,583 --> 00:17:28,208
we are under attack from inside!

332
00:17:28,208 --> 00:17:30,291
A laser built right
into your armor?

333
00:17:30,291 --> 00:17:32,708
It's my own design,
I only wish I was able to

334
00:17:32,708 --> 00:17:35,416
bring my giant Spider-Robot
on this mission with us.

335
00:17:35,416 --> 00:17:38,208
Did he say his
"Giant Spider-Robot"?

336
00:17:45,375 --> 00:17:46,833
[screams]

337
00:17:46,833 --> 00:17:48,375
[Hobgoblin laughs]

338
00:17:57,333 --> 00:17:59,458
Nice, what do you
call that stuff?

339
00:17:59,458 --> 00:18:00,583
Impact webbing.

340
00:18:00,583 --> 00:18:02,500
Why didn't I think of that?

341
00:18:06,291 --> 00:18:07,708
Gotcha!

342
00:18:07,708 --> 00:18:09,875
[Hobgoblin] Maybe,
but can you keep me?

343
00:18:10,625 --> 00:18:12,875
Ha!

344
00:18:12,875 --> 00:18:14,833
A gas missile will
take care of him!

345
00:18:14,833 --> 00:18:16,125
No, wait!

346
00:18:18,458 --> 00:18:20,708
Why did you do that?
What were you thinking?

347
00:18:20,708 --> 00:18:25,166
Hey relax, this'll all
work out, things always do!

348
00:18:25,166 --> 00:18:26,875
[Peter] What a foolhardy nit!

349
00:18:26,875 --> 00:18:30,708
It's as if he doesn't even
consider failure!

350
00:18:32,125 --> 00:18:34,375
You have to be careful,
Beyonder!

351
00:18:34,375 --> 00:18:38,375
I must help them even
if it means the end of me!

352
00:18:38,375 --> 00:18:40,000
Hurry! Thanks to the Hobgoblin's

353
00:18:40,000 --> 00:18:41,875
bungling, we don't
have much time!

354
00:18:41,875 --> 00:18:44,458
If we're cautious enough,
we can bypass them, and--

355
00:18:44,458 --> 00:18:47,083
Sorry, I never shy
away from a fight,

356
00:18:47,083 --> 00:18:49,250
maybe 'cause I never lose!

357
00:18:49,250 --> 00:18:50,625
Hey, wait!

358
00:18:52,291 --> 00:18:53,583
Come on!

359
00:18:53,583 --> 00:18:55,000
Impetuous, isn't he?

360
00:18:55,000 --> 00:18:56,458
Try obnoxious.

361
00:19:10,833 --> 00:19:14,000
These look like sonic grenades,
they'll come in handy!

362
00:19:15,083 --> 00:19:16,375
[screams]

363
00:19:17,166 --> 00:19:19,000
This is too easy!

364
00:19:20,875 --> 00:19:23,458
A paralyzer ray! I can't move!

365
00:19:32,250 --> 00:19:33,458
Ha!

366
00:19:35,375 --> 00:19:37,333
[Goblin yells]

367
00:19:41,208 --> 00:19:43,291
Hey! Stop! No!

368
00:19:49,625 --> 00:19:51,583
Gentlemen, stop right there!

369
00:19:51,583 --> 00:19:55,458
You were right, the clones
do seem to be multiplying!

370
00:19:55,458 --> 00:19:56,708
Stop them!

371
00:20:15,333 --> 00:20:16,875
[groans]

372
00:20:16,875 --> 00:20:19,416
Three more sonic grenades
should do the trick!

373
00:20:19,416 --> 00:20:20,583
[groans]

374
00:20:20,583 --> 00:20:22,208
No!

375
00:20:22,208 --> 00:20:26,375
My mutation disease!
It's flaring up! Not now!

376
00:20:26,375 --> 00:20:29,875
Lets use this distraction
to get out of here!

377
00:20:29,875 --> 00:20:31,416
What's happened to him?

378
00:20:31,416 --> 00:20:33,166
He's mutated into a Man-Spider!

379
00:20:33,166 --> 00:20:36,375
I've been through this.
We're in trouble!

380
00:20:36,375 --> 00:20:38,250
[roars]

381
00:20:45,166 --> 00:20:47,375
[theme music playing]

382
00:20:49,750 --> 00:20:53,458
♪ Spider-Man, Spider-Man ♪

383
00:20:53,458 --> 00:20:57,291
♪ Radioactive Spider-Man ♪

384
00:21:05,708 --> 00:21:07,625
♪ Spider blood, spider blood ♪

385
00:21:07,625 --> 00:21:09,625
♪ Radioactive spider blood ♪

386
00:21:09,625 --> 00:21:11,875
♪ Spider blood, spider blood ♪

387
00:21:11,875 --> 00:21:13,583
♪ Spider-Man ♪