WEBVTT

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-I'm leaving town.
-I'll be damned.

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It's Cat, isn't it?

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I'm really happy for you.

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I know about Winston.

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I know you set him up,

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and I know you did it for her.

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I didn't tell the boss 'cause

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he would've killed the both of you.

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Every four years,
I decide who sits in that chair.

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You just move on to the next guy
and expect me to go quietly?

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My mutation is aging me

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at a dog's clip.

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Dr. Faber is

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-my last chance to survive.
-[yelps]

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-Where am I?
-[Faber] My private laboratory.

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This will all be a lot easier

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if you calm down and let me do my work.

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I believe that
whatever process that allowed

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the mutation to stabilize within your body

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can be retrofitted

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to fully cure the other mutations.

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Oh! [gasps]

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She's quite beautiful,

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the one who told me how to find you.

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Cat.

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I'm curious to know
if there are others like them.

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-My God.
-These men was our comrades.

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[screams]

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[Silvermane] Nothing here for us.

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[Ogden] Would you want to be cured?

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[Ben] The Spider was never a hero.

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I only did it for the thrill.

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[Ogden] Maybe you weren't then,

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but there's still time
for you to become one.

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[gentle piano music playing]

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-[Cat] Flint, please.
-[Flint] Stay away!

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[slams piano keys]

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[crying]

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[droning, ominous music playing]

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[playing emotional music]

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[Ben] What's left for us here?

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Ruby's gone, Flint's past helping.

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We're chasing ghosts.

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But you and I could have something.

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If I tell you...

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...do you promise you won't hurt him?

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[pounding atonal chords]

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[droning, ominous music playing]

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[door opens]

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I need a drink.

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Lo, the irony.

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A man controls the flow of alcohol
for a city of seven million souls

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and yet, my throat is as dry
as a camel's hole in a sandstorm.

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[Cat] What happened at the lab?

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Find anything interesting?

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[Lonnie] Yeah.

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A lot of dead soldiers.

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Some of them old friends.

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[Silvermane] The good doctor was
making freaks in her basement.

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Goddamn abomination, if you ask me.

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That's all?

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She had nothing
but a bunch of meat in big jars,

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so we burnt the place down.

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You burned the place down?

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To the goddamn ground.

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What do you care?

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You're right.

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Why would I care about
a mad scientist killing veterans?

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I'm just a pretty girl
who likes to sing and dance.

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[Silvermane] Well, I often wish you were.

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No, you don't. You'd have been
bored of me after six months.

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[laughs]

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Another round?

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Does the king ride his sister?

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[Cat] What's the point?

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You drink the best whiskey,
drive the best car,

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own the best club.

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What are you fighting for?

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The fighting is the point.

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It's what gives the whiskey its taste.

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Gives the club its danger.

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If anything, I owe the mayor
a debt of gratitude.

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I'll be sure to send flowers
to his grave when I bury the bastard.

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But you boys have work to do.

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With the doctor out of the picture,

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we know the score.
It's the three of you

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to the mayor's one.

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So go forth and maraud.

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Make some mischief and mayhem.

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Raid the mayor's piggy bank.

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Buy voters for Hudson.

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It's time to show that prick
of a politician who's really in charge.

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[dramatic music playing]

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You love it, you know you do.

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[chuckles]

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[♪ Kirby sings "Saving Grace"]

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♪ The colors fading from the photograph ♪

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♪ I could tell the story ♪

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♪ but still you wouldn't know the half ♪

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♪ This love was brought to life
from shards of glass ♪

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♪ When you kiss me there's a shifting ♪

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♪ in the sepia tone ♪

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♪ Can't escape the madness,
baby, magnetism ♪

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♪ Run away but something
pulls me back into it ♪

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♪ Lately I've been staring
at a broken mirror ♪

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♪ Needing someone to call my own ♪

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♪ Hey, lover ♪

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♪ I need someone to save me now ♪

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♪ from all the pain ♪

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♪ I suffer ♪

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♪ and the heavy world
that weighs me down ♪

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♪ 'Cause the world ain't sweet ♪

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♪ It's bitter to taste ♪

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♪ But you could be ♪

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♪ my saving grace ♪♪

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[song ends]

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-[indistinct chatter]
-[telephones ringing]

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[dramatic music playing]

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Dah, dah, dah, dah...

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You see, now, this...
this is a nice establishment.

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Oh, no. Oh, no, it's the boys in blue.

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-Oh, no.
-[electricity crackling]

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Hey, you seeing this shit?

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Now, folks,

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usually I would apologize

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for such a disturbance,

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but this is most likely the greatest day

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of your pathetic
and miserable little lives.

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What? No applause?

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Mm.

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Are you the one in charge?

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Anybody home?

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Mr. Noble is the head of this office,

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but I can help you with whatever you need.

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Mm.

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I'm sure you can, honey.

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-Hey.
-Hey, relax.

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We're just getting into character.

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-Ain't that right...
-Alice.

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-...Alice.
-And you don't scare me.

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Well, I should.

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-Back off.
-Oh.

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Okay, Alice.

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Now, if you wouldn't mind showing us
where the mayor keeps all his dough,

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that would be much appreciated.

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[loud, indistinct chatter]

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[bell chimes]

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[man] God, I want
some free time, fellas. Let's go.

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Hey, Alice, you know the deal.

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Nobody's supposed to be back--

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Don't blame Alice. This was our idea.

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[menacing music playing]

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Oh, lookee, lookee.

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You don't mind if we take
some of these things, do you?

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No? Good.

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We're gonna spread the wealth
to the people of New York.

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Hey, Dirk. Let's go to work.

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Oh, and, um, when you see him,

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tell our illustrious friend Morris...

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tell him Silvermane sends his regards.

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Thank you very much.

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Bye-bye.

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Are you scared?

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Yes, you are.

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[cackles]

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[horn honks]

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-[knocking on door]
-Come in.

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You took my boss and my business.

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What'd you forget?

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I'm just messing around.

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I'm happy for both of you. Genuinely.

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-What's wrong?
-Have you seen him?

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What do you-- what do you mean?
He's meant to be with you.

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-He never showed.
-What?

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It's been days.

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And you're only just now looking for him?

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Well, I don't know how it is with you,

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but when men stand me up,
I don't usually go--

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Oh, God, uh, yeah. Say less.
[laughs softly]

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You want a drink?

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There's probably a bottle
still floating around somewhere.

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No, thank you.

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When was the last time
you heard from him?

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Uh, Saturday afternoon.

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He showed up
with an envelope full of cash.

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-That's...
-What?

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It's just, uh...

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Ben's not exactly loose with his money.

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Are you saying he's frugal?

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I'm saying it's not like him
to dump a fistful of cash on my lap

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unless he really thought it through.

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Well, men get cold feet.

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No.

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No, you wouldn't be here
if that's what you thought was going on.

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You're too proud for that.

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So, who is it?

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Silvermane?

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Morris?

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The doctor?
Stop me anytime if I'm getting warm.

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Your hand's on the stove,
but I don't know any more than that.

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-[operator speaks indistinctly]
-The Daily Bugle, please.

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Robbie Robertson.

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And he didn't call or leave word
in any way, shape or form?

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Yes, tell him Janet called.
He'll know how to reach me.

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-Okay, thanks.
-[phone clatters]

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[somber music playing]

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-Listen, he's like a cat--
-[chair scrapes loudly]

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If you hear anything,
you can reach me at The Alcove.

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Okay.

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-Thank you.
-Sure.

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[door opens]

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[door closes]

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[exhales]

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Damn it, Ben, where are you?

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Daily Bugle, please.

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-[seabirds calling]
-[boat horns blow]

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-[radio playing indistinctly]
-[metal creaking]

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[Ben] You know anything about
spider muscles, Eamon?

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[Eamon sighs] No.

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Eh, that's because they don't have any.

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They're on a hydraulic system,

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shooting fluid to move their legs,
as it were.

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Their appendages are rather like straws.

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Veritable party whistles!

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But she didn't love me.

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That's okay.

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Nobody has to love anybody.

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But to go behind my back like that?

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With the doctor. What the hell was that?

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I mean, that's worse than a betrayal,

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That's adding insult to injury.

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-Mm.
-[slurps drink]

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But Eamon, I digress,

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because right here
in the palm of my hand,

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I hold the antidote...

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[laughs softly]
...to all of my problems.

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Yeah, well, you ain't the first one
to figure that one out, pal.

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It's kind of how we stay in business.

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Keep 'em coming, Eamon.

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[atmospheric music playing]

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There you go.

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[eerie music playing]

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They're using my campaign money
to fund my goddamn opponent.

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Please, help-help me to understand

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how a thing like this can happen.

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I mean, it-it could be something,
anything,

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a-anything that enlightens me
as to how it is

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that you're letting Silvermane
run roughshod all over my city.

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You mean, other than the fact
that he's got three guys on his side

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that can't be subdued by ordinary means?

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Two of my cops tried
and got electrocuted.

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Does that enlighten you, Mayor?

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Fine. You know what?

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It's done, that's in the past.

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But what I want to know
is what you plan on doing about it now.

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You're the goddamn chief of police.

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And if you can't fix this,
I will find someone who can.

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Frankly, Mayor,

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I don't think you're gonna be
in the position much longer

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to do anything about it.

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Are you threatening me?

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Take it however you like.

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But without The Spider...

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...you're a three-legged horse
running in quicksand.

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If he's such a good friend of yours,

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now's the time to ring him up.

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[groans]

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[sharp bang]

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[radio playing indistinctly]

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-Come on, come on.
-[laughter]

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Oh!

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-That was intense.
-That was wild.

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-How much did we get?
-[hat man] At least a hundred. Maybe two.

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-[whoops]
-Look at this.

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Should I even ask?

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-Nope.
-Ah, you should've seen it, Eamon.

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Two of them supers were
standing on the corner,

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throwing them in the air.

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[excited man] "Vote for Hudson,"
they're shouting.

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"Vote for Hudson."
Fella, you keep chucking bills in the air,

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I'm gonna vote for the devil himself.

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[hat man] They ripped off
Morris's campaign war chest,

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and not a cop in sight.

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-What about The Spider?
-[funny man] The Spider?

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-[laughter]
-[angry man] Yeah, right.

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[funny man] Let's not hold our breath
for that one.

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[laughter]

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What the hell is that supposed to mean?

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I mean, have you seen him?

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He looks like my mom
after ten loads of laundry.

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[angry man] I don't know
what he's been up to

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for the past half a decade, but the years

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haven't been good to him,
I'll tell you that much.

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[hat man] Eh, he wasn't
that great to begin with.

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[angry man] Well, I didn't miss him.

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[cautious man] He probably
just came back to, uh, you know,

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-get his picture in the papers again.
-[high-pitched ringing]

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Yeah, he never missed a photo op,
that's for sure.

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That guy loves the spotlight
more than Morris.

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[funny man] He may have missed
the spotlight, but he didn't miss a meal.

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Maybe, maybe, maybe, maybe
The Spider is a guy like anyone else.

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You ever think about that?

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You ever wonder what his problems were?

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He's swinging around burning buildings,
saving people,

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do you ever think he feels the heat?

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-Or gets sad?
-[smacking bar top]

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Or tired?

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Or lonely?

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[panting]

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[laughter]

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[tense music playing]

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[hat man] Geez, Eamon,
where the hell'd you find this guy?

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[funny man] Oh, woe is me,

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I'm The Spider, life is so hard.

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[cautious man] Oh, look at me
in my little mask.

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[funny man] Hey, Mommy,
I'm a big boy Spider...

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[laughter]

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♪ ♪

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[exhales]

15:37.729 --> 15:39.731
[♪ Rosemary Clooney sings "Sway"]

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[The Spider grunting]

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Hey, you're-you're The Spider.

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♪ When marimba rhythms start to play ♪

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-♪ dance with me, make me sway ♪
-[grunting]

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♪ Like a lazy ocean hugs the shore ♪

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♪ hold me close, sway me more...

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[The Spider] You like that, huh?

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-Huh?
-♪ Like a flower ♪

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♪ bending in the breeze ♪

16:16.559 --> 16:21.106
♪ bend with me, sway with ease ♪

16:21.189 --> 16:24.609
♪ When we dance, you have a way with me ♪

16:24.693 --> 16:28.947
♪ Stay with me, sway with me ♪

16:29.948 --> 16:32.117
♪ Other dancers may be on the floor...

16:32.200 --> 16:34.035
Hey! Hey!

16:34.119 --> 16:37.914
♪ Dear, but my eyes will see only you ♪

16:37.997 --> 16:41.793
♪ Only you have the magic technique ♪

16:41.876 --> 16:43.837
♪ When we sway, I go-- ♪

16:43.920 --> 16:45.130
[grunts]

16:45.213 --> 16:46.256
[exhales]

16:46.339 --> 16:48.049
-♪ Sway me smooth, sway me now...
-[announcer] They're pummeling him!

16:48.133 --> 16:50.218
Oh, yes, they... yes, pummeling it.

16:50.301 --> 16:53.972
You've got to wonder if they left
something in the tank for today.

16:55.932 --> 16:57.267
♪ ♪

16:57.350 --> 16:59.352
-[bones crack]
-♪ Oh, I can hear the sound ♪

16:59.436 --> 17:01.396
-♪ of violins ♪
-[The Spider] Web!

17:01.479 --> 17:03.773
-Web! Web!
-♪ long before ♪

17:03.857 --> 17:05.608
-Web! Web! Web! Web! Web!
-♪ it begins ♪

17:05.692 --> 17:06.943
♪ Sway me smooth ♪

17:07.026 --> 17:08.778
♪ sway me now ♪♪

17:10.405 --> 17:12.657
-[panting]
-[radio playing indistinctly]

17:26.921 --> 17:28.757
[The Spider] Ha! Ha-cha-cha!

17:28.840 --> 17:30.341
[chuckles]

17:30.425 --> 17:32.343
Did you see that?

17:32.427 --> 17:34.220
They kicked him and they K'd him.

17:34.304 --> 17:35.847
Come on... oh!

17:37.807 --> 17:39.017
That one's on the house, pal.

17:39.100 --> 17:41.936
To the victor go the spoils, right?

17:42.020 --> 17:43.980
Amazing.

17:44.063 --> 17:46.024
-[glass thuds]
-[straining]

17:48.026 --> 17:49.444
Oh, shit.

17:49.527 --> 17:51.488
What the hell are you doing?

17:51.571 --> 17:53.615
Janet's got me looking
all over the city for you.

17:56.326 --> 17:58.495
I'm drinking. What's it look like?

17:58.578 --> 18:01.247
Come on, let's go.
You shouldn't be in here like this.

18:01.331 --> 18:04.167
Well, you don't want The Spider here,

18:04.250 --> 18:06.711
they don't want The Spider,
and guess what?

18:06.795 --> 18:09.589
I don't want The Spider anywhere.

18:09.672 --> 18:12.926
But do you know what? I can remedy that.

18:13.009 --> 18:14.886
[suspenseful music playing]

18:14.969 --> 18:16.304
What is that?

18:16.387 --> 18:20.266
It's a little concoction Faber cooked up.

18:20.350 --> 18:23.728
Turns supers
into run-of-the-mill schmucks.

18:23.812 --> 18:25.522
Like these clowns.

18:29.025 --> 18:31.402
-What the hell are you doing?
-Curing myself.

18:31.486 --> 18:33.071
-Oh, the hell you are.
-Hey!

18:33.154 --> 18:35.281
-Give it back.
-No.

18:35.365 --> 18:38.117
Give it back, Robbie, now.

18:38.201 --> 18:39.202
No.

18:40.328 --> 18:42.539
And I know that even
in the state that you're in,

18:42.622 --> 18:45.542
if you felt right about drinking this,

18:45.625 --> 18:47.585
you would have taken it from me
and finished it by now.

18:49.003 --> 18:52.173
All right. All right, all right,
all right, all right.

18:53.675 --> 18:54.968
Let's go.

18:56.010 --> 18:57.929
-[bell clanging]
-[seabirds calling]

18:58.012 --> 19:01.641
[Ben] And so, the Lady Judas

19:01.724 --> 19:03.476
betrayed me.

19:04.978 --> 19:07.063
Aw, that's a tough one, man. I'm sorry.

19:08.064 --> 19:09.524
[grunts softly]

19:09.607 --> 19:11.234
What about everyone else?

19:12.235 --> 19:13.862
What everyone else?

19:14.946 --> 19:16.865
The rest of New York.

19:17.907 --> 19:20.034
You fell for a woman
and she didn't fall back.

19:20.118 --> 19:22.287
Not sure why that means
that the whole city

19:22.370 --> 19:24.163
should lose the one guy
who can help them.

19:24.247 --> 19:26.374
Why should I care?

19:26.457 --> 19:28.626
I risked my life for them
for years, and...

19:29.752 --> 19:33.089
the second I don't do
exactly what they say,

19:33.172 --> 19:35.008
they hate me for it.

19:35.091 --> 19:36.926
I never hated you for it.

19:38.595 --> 19:40.305
When you quit, I lost everything.

19:40.388 --> 19:42.181
And I never asked you to come back.

19:43.182 --> 19:44.767
'Cause, see, you were my friend,
and I understood

19:44.851 --> 19:46.978
the price you were paying to be a hero.

19:48.771 --> 19:51.441
Maybe I had it all wrong. Maybe...

19:51.524 --> 19:53.484
you did it to be praised.

19:53.568 --> 19:55.945
Some hero. I am so impressed.

19:56.029 --> 19:59.908
I-I d... I didn't do it to be a hero.

19:59.991 --> 20:03.286
I did it because, at the time,

20:03.369 --> 20:06.247
it made me feel good,
but it doesn't anymore, okay?

20:06.331 --> 20:10.793
Well, then, maybe you should think
about why it made you feel good.

20:10.877 --> 20:12.503
And then answer this question:

20:12.587 --> 20:15.882
will you sleep better if you take
the antidote after having done nothing

20:15.965 --> 20:19.719
or if you take it
after you've helped cure Lonnie and Flint?

20:20.720 --> 20:23.097
You see, those men are soldiers,
just like you.

20:23.181 --> 20:25.475
Men who are suffering just like you.

20:25.558 --> 20:26.601
[dramatic music playing]

20:26.684 --> 20:29.854
But unlike you, those men are gonna die.

20:31.564 --> 20:34.567
So, what makes you deserve this antidote
any more than they do?

20:34.651 --> 20:37.987
And what makes your life more important
than those assholes at the bar?

20:39.989 --> 20:42.825
There's a blood feud going on
between Silvermane and Morris.

20:43.826 --> 20:45.161
People are gonna die.

20:46.162 --> 20:47.497
But I guess they're not worth saving

20:47.580 --> 20:51.584
because they don't make you
feel good anymore.

20:54.754 --> 20:56.839
So, if you're gonna take this
just to be the same Ben

20:56.923 --> 20:59.926
you've been for the past five years,
then I'll be honest...

21:01.469 --> 21:02.971
...I don't really want
to be around for that.

21:03.763 --> 21:05.431
Oh, come on.

21:05.515 --> 21:07.850
You've been in a hole
ever since Ruby died,

21:07.934 --> 21:09.686
and you've never stopped digging.

21:09.769 --> 21:12.939
This is your chance
to put that shovel down.

21:15.024 --> 21:17.318
You couldn't save Ruby
because you didn't know.

21:18.027 --> 21:20.488
This time, you have a choice.

21:21.489 --> 21:23.366
You just have to make it.

21:24.450 --> 21:26.452
♪ ♪

21:32.083 --> 21:34.377
Here we go.

21:34.460 --> 21:36.379
Oh, my God, where have you been?

21:36.462 --> 21:38.381
-He's drunk.
-And looks like shit.

21:38.464 --> 21:39.966
[Ben] I know.

21:40.049 --> 21:41.050
Wait.

21:42.176 --> 21:43.553
Are you yellow?

21:44.429 --> 21:46.973
What do you mean, "yellow"?
You mean like a, like a coward?

21:47.056 --> 21:49.434
No, like a banana.
What the hell happened to him?

21:49.517 --> 21:51.102
[Ben] Well you see, Janet...

21:51.686 --> 21:53.771
...first, Cat double-crossed me,

21:53.855 --> 21:56.190
then an old man named Ogden drugged me

21:56.274 --> 21:59.902
and took me to see Dr. Faber,
who sliced me open and cut up my guts.

21:59.986 --> 22:01.237
Oh, and the old man

22:01.320 --> 22:04.240
was actually Faber's son,
but she cured him.

22:04.323 --> 22:06.951
[laughs] M-Made him young again.

22:07.035 --> 22:09.912
Then Silvermane and his goons turned up,

22:09.996 --> 22:12.373
I escaped, they torched the laboratory

22:12.457 --> 22:14.917
and I got plastered.

22:15.001 --> 22:16.294
And you beat up some guys in a bar.

22:16.377 --> 22:17.503
[Ben] And I beat up

22:17.587 --> 22:19.047
some guys in a bar.

22:19.881 --> 22:21.424
Why did Faber kidnap Ben?

22:21.507 --> 22:23.843
Uh, because I'm The Spider.

22:26.137 --> 22:27.513
[gasps]

22:27.597 --> 22:30.767
Oopsie-poopsie,
I shouldn't have told you that.

22:30.850 --> 22:33.186
You already did tell me that.

22:33.269 --> 22:34.979
[♪ Bing Crosby singing
"Nice Work If You Can Get It"]

22:35.063 --> 22:36.606
-[light switch clicks]
-[shouts]

22:36.689 --> 22:38.441
¡Ay, hijo de tu madre!

22:38.524 --> 22:40.193
[slurring] I'm The Spider, Janet.

22:41.444 --> 22:42.987
I Spider.

22:43.071 --> 22:45.031
♪ Nice work if you can get it...

22:45.114 --> 22:46.324
-[light switch clicks]
-[shouts]

22:47.325 --> 22:49.827
The Spider's busy, Janet.

22:49.911 --> 22:52.288
Can't you see that The Spider is busy?

22:53.164 --> 22:55.374
-[sighs] Okay.
-[light switch clicks]

22:55.458 --> 22:57.877
♪ Loving one who loves you ♪

22:57.960 --> 22:59.837
-♪ and then taking that vow...
-[typewriter clacking]

22:59.921 --> 23:01.422
-[light switch clicks]
-[Ben grunts]

23:01.506 --> 23:02.673
♪ Nice work...

23:02.757 --> 23:04.801
♪ I'm your Spider ♪

23:04.884 --> 23:07.136
♪ Be my Spider ♪

23:07.220 --> 23:09.180
♪ to be real ♪♪

23:10.306 --> 23:11.307
[light switch clicks]

23:13.643 --> 23:15.561
-[sighs]
-[Ben] You knew?

23:17.271 --> 23:19.565
And you knew that she knew?

23:19.649 --> 23:21.400
What, you're gonna get mad
about us keeping secrets?

23:21.484 --> 23:26.114
Well, maybe you should've
told me that. [laughs]

23:27.240 --> 23:29.117
[Janet] I figured you'd worry less

23:29.200 --> 23:31.202
if you didn't know I knew.

23:31.285 --> 23:34.330
Plus, it's not like
you've been very Spidery lately.

23:34.413 --> 23:36.374
[Ben groans softly]

23:36.457 --> 23:38.751
[tense music playing]

23:42.171 --> 23:44.006
What's that for?

23:45.800 --> 23:47.593
[horn honking]

23:48.594 --> 23:50.847
♪ ♪

23:54.851 --> 23:56.352
[soft sigh]

23:57.937 --> 24:00.439
You were wearing this
the first time I saw you.

24:01.941 --> 24:03.776
Can't believe you remember that.

24:05.403 --> 24:07.155
I remember a lot of things.

24:07.238 --> 24:09.991
Well, do you remember
how shy you were at first?

24:10.074 --> 24:12.368
How it took you a year
just to say hello to me?

24:12.451 --> 24:14.328
Oh, I wasn't shy.

24:14.412 --> 24:15.830
I was scared.

24:15.913 --> 24:17.707
[dramatic music playing]

24:17.790 --> 24:21.335
There wasn't a single German in the war
who scared me as much as you did.

24:21.419 --> 24:22.962
[laughs]

24:23.045 --> 24:25.631
-That's ridiculous.
-No, it's the truth.

24:25.715 --> 24:28.509
Before you, I didn't think women
like you even existed.

24:30.261 --> 24:31.804
Tell me more.

24:31.888 --> 24:32.889
Ah...

24:35.099 --> 24:36.517
I don't know.

24:38.519 --> 24:40.771
You know, beautiful women,
you see them around.

24:40.855 --> 24:43.774
Smart women, too. Tough ones.

24:43.858 --> 24:45.401
Talented ones.

24:45.484 --> 24:48.321
Classy, sexy, funny.

24:48.404 --> 24:49.989
Confident.

24:50.072 --> 24:51.490
Determined.

24:53.701 --> 24:56.037
But all of it all at once? It...

24:57.038 --> 24:59.749
I didn't think that would ever happen.

24:59.832 --> 25:01.250
And then there you were.

25:02.126 --> 25:04.462
And then, for you to pick me
out of all the men in the world...

25:05.546 --> 25:09.300
...for you to see something in me
that I couldn't even see in myself, I...

25:09.383 --> 25:11.886
And do you know why I let you in?

25:14.847 --> 25:16.098
I don't know.

25:16.182 --> 25:17.308
Because...

25:17.391 --> 25:20.019
anyone could see the good in me.

25:21.020 --> 25:24.065
But you knew I could also be mean,

25:24.148 --> 25:27.235
and angry and cold.

25:27.318 --> 25:30.279
You loved me at my worst,

25:30.363 --> 25:33.074
and you pushed me to be better.

25:34.867 --> 25:36.244
I love you.

25:36.327 --> 25:38.955
Why can't you get that through your head?

25:39.956 --> 25:41.374
Don't you get it?

25:43.000 --> 25:44.418
I do believe you.

25:45.419 --> 25:47.421
But there's no coming back from this.

25:47.505 --> 25:50.758
You can't touch the Sun
and then come back down to Earth again.

25:51.759 --> 25:52.969
This life, uh...

25:54.053 --> 25:55.304
...it's got no taste now.

25:55.388 --> 25:57.056
It's got no feel.

25:57.139 --> 26:00.476
-Without you--
-But I'm right here.

26:00.559 --> 26:02.103
I'm standing right in front of you.

26:02.186 --> 26:03.521
And I'm long gone.

26:03.604 --> 26:05.314
We went to the doctor's lab.

26:06.315 --> 26:07.775
We saw the truth.

26:08.776 --> 26:10.403
There's no way out.
There was never gonna be a way out.

26:10.486 --> 26:11.654
You don't know that.

26:12.697 --> 26:14.532
-Listen, you--
-Stop.

26:14.615 --> 26:16.284
I don't care if I die.

26:16.367 --> 26:19.036
-[crying] No...
-That's not what hurt me.

26:19.120 --> 26:21.163
What hurt me
is that you couldn't even wait

26:21.247 --> 26:24.500
for the dirt to hit my casket before
you went off with that private dick.

26:26.002 --> 26:27.420
You took him to the old theater.

26:27.503 --> 26:28.713
[Cat sniffles]

26:29.547 --> 26:31.757
Where I saw you for the very first time.

26:32.383 --> 26:33.884
Wearing this very dress.

26:35.177 --> 26:36.470
Yeah.

26:42.518 --> 26:44.854
[melancholy music playing]

26:44.937 --> 26:47.565
I ain't gonna tell Silvermane.

26:47.648 --> 26:48.983
But he's smart.

26:49.066 --> 26:51.444
He's gonna find out
what you did eventually.

26:52.903 --> 26:54.989
And I can't protect you when I'm dead.

27:00.870 --> 27:02.079
[door opens]

27:03.706 --> 27:04.915
[door closes]

27:06.917 --> 27:09.837
[Ben] I'll have to stick them all.

27:09.920 --> 27:12.923
Once they're free and clear,
it'll be my turn.

27:13.007 --> 27:14.133
Well, that's a plan.

27:14.216 --> 27:15.801
Yeah, a terrible plan.

27:15.885 --> 27:18.220
Thanks for the confidence.
I think it's a great plan.

27:18.304 --> 27:19.930
Well, what do you want us to say?

27:20.014 --> 27:23.476
Nothing. I just want you to know
that this is the end of the story.

27:24.477 --> 27:26.228
No more sick veterans,

27:26.312 --> 27:28.189
no more suffering...

27:31.192 --> 27:32.860
...no more Spider.

27:37.573 --> 27:38.783
You've thought this over?

27:41.660 --> 27:44.246
For a long time.

27:45.831 --> 27:47.291
You're a good man, Ben Reilly.

27:47.375 --> 27:49.126
-Ha.
-You are.

27:49.210 --> 27:51.212
Look at you, you're helping people again.

27:51.295 --> 27:53.464
That's not why I'm doing it.

27:53.547 --> 27:55.007
Then why are you?

27:57.843 --> 28:00.513
Because with no power

28:00.596 --> 28:02.390
comes no responsibility.

28:02.473 --> 28:03.599
[reporter over radio] Ladies
and gentlemen,

28:03.682 --> 28:05.184
we have more breaking news to report.

28:05.267 --> 28:07.978
We have just learned
that the Silvermane gang is still at it,

28:08.062 --> 28:10.481
this time in Harlem,
where they've been seen pillaging

28:10.564 --> 28:13.651
a police warehouse,
stealing back all the confiscated hooch

28:13.734 --> 28:16.070
from Morris's big sting operation,

28:16.153 --> 28:18.447
and the cops are standing around
doing nothing.

28:18.531 --> 28:20.991
Who's in charge of the city, Mr. Morris?

28:21.075 --> 28:22.743
-[reporter continues indistinctly]
-Harlem.

28:23.369 --> 28:25.287
Say, do me a favor.

28:25.371 --> 28:29.458
Just let me talk to him
before you swoop in and make it a fight.

28:29.542 --> 28:32.628
You think I want to fight?
Look at me. Wrong.

28:35.673 --> 28:38.634
[Pudge] Take a bottle on your way out,
and vote for Hudson.

28:40.302 --> 28:41.971
-Vote for Hudson.
-From Silvermane.

28:42.054 --> 28:43.389
[Pudge] Vote for Hudson.

28:43.472 --> 28:44.849
Hey, vote for Hudson.

28:44.932 --> 28:46.350
[man whistles]

28:46.434 --> 28:48.144
-Okay, sure.
-Vote for Hudson.

28:48.227 --> 28:49.520
Thanks, man.

28:49.603 --> 28:50.896
-Hi.
-You're welcome.

28:50.980 --> 28:52.440
-From Silvermane.
-Oh, what, are you a child?

28:52.523 --> 28:54.150
Take it. Take it.

28:54.233 --> 28:56.110
Go. Go, yeah.

28:56.193 --> 28:57.820
Just get out of here.

28:57.903 --> 28:58.946
Lonnie.

28:59.780 --> 29:01.907
-I just want to talk.
-Save your breath.

29:01.991 --> 29:04.535
I've picked my side.
This is how it is now.

29:05.536 --> 29:06.662
[Robbie] But why?

29:06.745 --> 29:08.164
What are you getting from all this?

29:09.373 --> 29:12.126
A soft bed, hot meals.

29:12.209 --> 29:14.336
More than I've had in a long time.

29:14.420 --> 29:16.755
And since I ain't got much of that left,

29:16.839 --> 29:18.799
I'm gonna enjoy whatever it is I do have.

29:18.883 --> 29:20.801
Come on, Lonnie.

29:20.885 --> 29:22.928
Come on, man,
I know you better than this, brother.

29:24.263 --> 29:25.598
-This ain't--
-Back off!

29:25.681 --> 29:26.891
[tense music playing]

29:28.184 --> 29:29.894
Whatever your angle is,

29:29.977 --> 29:30.811
I--

29:30.895 --> 29:31.812
[grunts]

29:32.813 --> 29:34.982
[men gasping]

29:35.065 --> 29:38.110
[The Spider] Lonnie,
Robbie's just trying to help you.

29:38.194 --> 29:40.237
I'm trying to help you, too.

29:40.321 --> 29:42.490
This doesn't have to be a fight.

29:42.573 --> 29:44.700
Well, it's gonna be.

29:44.783 --> 29:46.994
[The Spider] Okay,
not the response I was looking for.

29:49.288 --> 29:51.207
[exciting music playing]

29:55.044 --> 29:57.004
-[The Spider grunts]
-[bottles clattering]

29:58.214 --> 29:59.590
[shouts]

30:05.888 --> 30:07.181
[The Spider] You trying to hurt me?

30:07.264 --> 30:09.183
You should know I live for the pain.

30:09.266 --> 30:10.476
I eat it up.

30:15.189 --> 30:17.191
[panting]

30:33.415 --> 30:34.917
[The Spider] Uh-oh.

30:40.339 --> 30:41.799
[shouts]

30:41.882 --> 30:43.884
-Whoa!
-[grunts]

30:43.968 --> 30:45.970
[The Spider groans]

30:46.053 --> 30:47.972
[suspenseful music playing]

30:48.055 --> 30:50.057
[panting]

30:52.768 --> 30:53.978
[grunts]

31:04.572 --> 31:06.407
You should've just let me be.

31:08.409 --> 31:11.161
[screaming]

31:13.539 --> 31:15.165
Hey. Hey.

31:16.375 --> 31:18.836
Reilly? Hey.

31:23.424 --> 31:24.675
[The Spider] Where am I?

31:24.758 --> 31:26.302
[grunts]

31:29.096 --> 31:31.098
-[dramatic music playing]
-[cop] Are you seeing this?

31:34.768 --> 31:36.312
You're not so tough now, are you?

31:44.111 --> 31:45.863
[The Spider] Oh, no, no. No, not now.

31:45.946 --> 31:47.489
Come on, come on.

31:50.576 --> 31:52.328
-[shouting]
-[grunting]

31:55.247 --> 31:56.832
[rousing music playing]

31:58.208 --> 31:59.627
-[horn honks]
-[shouts]

31:59.710 --> 32:01.629
[tires screech]

32:01.712 --> 32:03.339
-[horn honks]
-Get in.

32:03.422 --> 32:05.299
-[man] Stop them! Don't let them get out!
-Come on. Let's go, let's go,

32:05.382 --> 32:07.176
let's go, let's go.

32:08.552 --> 32:09.970
[tires screech]

32:10.971 --> 32:12.389
Hey!

32:13.432 --> 32:14.767
[gunshots]

32:17.561 --> 32:18.979
My car!

32:26.904 --> 32:29.281
Want to know why I'm helping you out?

32:29.365 --> 32:30.699
Mm-hmm.

32:30.783 --> 32:32.034
I owed you one.

32:33.035 --> 32:34.453
Now we're even.

32:34.536 --> 32:36.538
[gentle music playing]

32:37.581 --> 32:39.083
What about him?

32:40.084 --> 32:43.045
[scoffs] We don't have time
to get into all that.

32:43.128 --> 32:45.464
We got to ditch the car
and get him somewhere safe.

32:46.090 --> 32:47.925
We'll take him back to my place.

32:50.010 --> 32:52.012
[languid music playing]

32:54.598 --> 32:56.350
[groaning]

33:04.066 --> 33:05.234
[sighs]

33:06.235 --> 33:08.237
-[bones crack]
-[The Spider moans softly]

33:12.032 --> 33:13.617
Shouldn't we get him a doctor?

33:13.701 --> 33:14.827
[bones crack]

33:14.910 --> 33:16.537
Or a priest?

33:16.620 --> 33:17.955
Nah.

33:18.038 --> 33:19.581
He just needs to rest.

33:21.834 --> 33:23.419
[The Spider grunts, sputters]

33:24.336 --> 33:26.130
Oh, no, are we still fighting?

33:26.213 --> 33:28.090
Nah. We're good.

33:28.674 --> 33:30.175
[The Spider grunts softly]
What-what's happening?

33:30.259 --> 33:32.469
We are at my place.

33:32.553 --> 33:34.972
You need to rest.

33:35.055 --> 33:36.557
[The Spider] I-I can't.

33:36.640 --> 33:38.642
I need to rest.

33:38.726 --> 33:40.519
[exhaling]

33:40.602 --> 33:41.812
Who is he?

33:43.272 --> 33:45.816
♪ ♪

33:45.899 --> 33:48.068
He's just a guy.

33:48.152 --> 33:50.279
Why'd he do it?

33:50.362 --> 33:52.531
Why'd he risk his life trying to help me?

33:53.991 --> 33:55.951
He was trying to save me.

33:56.034 --> 33:57.453
I almost killed him.

33:58.370 --> 34:02.082
Because, despite what he wants
everyone to believe...

34:03.208 --> 34:05.002
...he's a good person.

34:05.085 --> 34:06.587
[The Spider snoring]

34:10.382 --> 34:12.384
-[sinister music playing]
-[indistinct chatter]

34:18.640 --> 34:21.059
-The hell is that?
-I don't know.

34:22.144 --> 34:24.146
But I know who's gonna want to know.

34:26.982 --> 34:28.984
♪ ♪

34:30.611 --> 34:32.613
Son of a bitch.

34:35.699 --> 34:37.201
Ah, shit.

34:39.161 --> 34:40.621
-[knocking on door]
-[receptionist] Mr. Mayor?

34:40.704 --> 34:42.122
The police chief is on his way.

34:42.206 --> 34:43.540
-[sighs]
-He's got news.

34:43.624 --> 34:45.125
Who cares?

34:47.503 --> 34:49.129
-[The Spider snoring]
-[Robbie] So,

34:49.213 --> 34:50.798
where you gonna go?

34:51.799 --> 34:53.342
I don't know.

34:53.425 --> 34:54.885
[laughs softly]

34:54.968 --> 34:56.887
My mom's always wanted
to see Niagara Falls.

34:57.805 --> 34:59.139
Sounds as good a place as any.

34:59.223 --> 35:00.849
-Mm-hmm.
-You like maple syrup?

35:00.933 --> 35:02.726
-As much as the next guy.
-[chuckles]

35:02.810 --> 35:04.561
[Robbie] Yeah... [exhales]

35:05.854 --> 35:07.272
So, listen, um,

35:07.356 --> 35:09.566
-I wish I could do more--
-I'm good.

35:11.068 --> 35:12.778
-[laughs]
-Yes, you are.

35:17.574 --> 35:18.700
We're good.

35:18.784 --> 35:20.118
[emotional music playing]

35:20.202 --> 35:21.870
Everything you done for me...

35:22.955 --> 35:24.790
...not a lot of guys would've
went through the trouble.

35:26.333 --> 35:28.877
And everything you did
to get your job back at the Bugle?

35:29.878 --> 35:31.755
I hope they understand what you're worth.

35:33.465 --> 35:36.009
This city needs men like you

35:36.093 --> 35:38.011
just as much as it needs a guy like him.

35:40.931 --> 35:42.349
Brother.

35:43.642 --> 35:45.060
My man.

35:53.819 --> 35:55.529
[door closes]

35:55.612 --> 35:57.531
[horns honking]

35:57.614 --> 35:59.616
♪ ♪

36:24.850 --> 36:26.852
♪ ♪

36:32.107 --> 36:34.026
[indistinct chatter]

36:34.109 --> 36:35.444
[Morris] When?

36:35.527 --> 36:37.362
[McNamara] A few hours ago.

36:37.446 --> 36:38.572
Which one?

36:38.655 --> 36:40.949
Lonnie Lincoln.

36:41.033 --> 36:42.409
[Silvermane] Is this true?

36:42.492 --> 36:44.661
-We lost Lonnie?
-[Perry] That's right.

36:44.745 --> 36:47.080
We seen it with our own four eyes.

36:47.873 --> 36:48.999
How?

36:49.625 --> 36:52.419
The Spider showed up out of nowhere.

36:52.502 --> 36:54.004
-The Spider was there?
-The Spider?

36:54.087 --> 36:56.840
Lonnie was gonna kill him dead
until that reporter jumped in

36:56.924 --> 36:58.216
and jabbed him with something.

36:58.300 --> 36:59.760
[tense music playing]

36:59.843 --> 37:01.803
-Jabbed him with what?
-Ah...

37:02.888 --> 37:06.141
Have some goddamn specificity
when you talk to me.

37:07.768 --> 37:09.519
He stuck him with one of these.

37:10.938 --> 37:12.564
Right in the eye.

37:12.648 --> 37:15.275
Whatever it is,
it brought the big fella down.

37:15.359 --> 37:18.195
Had him on his hands and knees,
sobbing like a baby.

37:18.278 --> 37:21.490
Raze out the written troubles
of the brain,

37:21.573 --> 37:24.618
and with some sweet oblivious antidote...

37:26.244 --> 37:28.664
...cleanse the stuffed bosom

37:28.747 --> 37:31.500
of that perilous stuff

37:31.583 --> 37:34.002
which weighs upon the heart.

37:36.213 --> 37:39.633
Looks like the good doctor
wasn't so crazy after all.

37:39.716 --> 37:43.136
So, Faber managed to give
some of that stuff to The Spider.

37:43.220 --> 37:45.430
Well, what are we gonna do, boss?

37:45.514 --> 37:47.808
♪ ♪

37:47.891 --> 37:49.267
What are you thinking?

37:49.351 --> 37:51.520
I'll tell you what we're gonna do.

37:51.603 --> 37:54.481
We are gonna find The Spider.

37:54.564 --> 37:56.566
-Get me Ben Reilly.
-Get me Ben Reilly.

37:59.236 --> 38:01.238
[dramatic music playing]

38:31.643 --> 38:33.645
♪ ♪

39:03.467 --> 39:05.469
♪ ♪

39:17.022 --> 39:19.024
[tense music playing]

39:48.762 --> 39:50.764
♪ ♪