Previously on Spider-Man.
This is the one?
Put him to the test.
Who are you?
The Beyonder.
You have been chosen.
For the test of
good against evil.
We have Doctor Octopus,
Doctor Doom...
Spider-Man: Alistair Smythe.
The Lizard, the Red Skull.
Banish evil from this
planet or perish.
I need help to save this planet.
Computer, bring me Storm,
the Fantastic Four,
Iron Man,
Captain America, now.
I'm the one who brought you.
Millions of lives are at stake.
[ Growling ]
We've got to stop him.
Giant worms.
We have to get the Lizard back.
We've got to turn
on the force field.
Power of lightning.
A rational mind, trapped
in this lizard body.
I'm with you.
Now, we show the Beyonder
what Earth people
are really made of,
if you'll agree to
work with me.
We're in.
He is a leader.
Yes, but soon,
Spider-Man must face
his greatest horror
in the universe.
[ Growling ]
[ Screaming ]
[ Yelling ]
[ Roaring ]
Vampire...
surrender to your destiny.
You would destroy
your own mother?
My mother is gone.
Now there is only you,
Miriam, queen of the vampires.
Then I am disappointed.
This means I cannot save you.
[ Yelling ]
Excellent, my children.
It was easier than I
thought to trick them.
You and your kind will
never win, mother.
We just have, my son.
Alas, who will be left
to fight the good fight
when Blade and
Morbius are gone?
Ask and you shall
receive, Queenie.
Move an inch, and I'll fire
this solar light emitter.
[ Gasping ]
[ Screaming ]
No!
- Black Cat.
- My love.
[ Yelling ]
Felicia.
What's wrong?
I thought you two had
this thing figured out.
This is alien technology,
Spider-Man.
Oh, we've managed
to power it up.
We don't know how
well it will operate.
I'm doing my best to
bring your comrade here.
Spider. Where am I?
What have you done?
I've just transported you
from Earth to an alien planet.
No! No! Not now.
At this moment, Morbius
and Blade are surrounded
by Miriam and her vampires.
You've got to send
me back... now.
Spider-Man, this is the partner
you said was going to help us?
She's been in better moods.
Whoever you are,
stay out of this.
You have no idea
what's at stake.
I'm afraid I do, Miss...
I'm called the Black Cat.
My name is Captain America.
You're Captain America?
But that's impossible.
Cat, you really
have to hear us out.
Talk fast, and then we'll
see how angry I still am.
Storm to base.
I've made contact
with those on this planet
who are rebelling
against the evil ones.
I've explained your plan.
But their leader wants
to speak with you.
This is General Torg.
My people are growing
restless and angry.
We are willing to hold off our
attack, but not for long.
My team and I only need a day
to mount a rear stealth attack
on the Red Skull's stronghold.
Can you give us that?
No. I can only
give you ten hours.
If you are not there in time,
I must attack without you.
Spider-Man, that won't
give us enough...
We'll be ready.
You have my promise.
Then it is agreed.
We will await your signal.
I realize that you are supposed
to be in charge, Spider-Man,
but I disagree with your plan.
We're already shorthanded
with the Fantastic Four
launching a separate
attack on Doctor Doom.
You know we have to cross miles
of treacherous, deadly wasteland
to launch our as*ault
on the Skull's rear flank.
We can't do it in ten hours.
We have to do it.
Let me get this straight, Spider.
You brought me to this
planet without my permission
and now you want me
to go on a suicide run?
I just wish somebody had
the courtesy to ask me first.
It's a good thing this lab has what
I need to make more webbing.
I think I'm gonna need it.
Cat's been avoiding me.
I guess I'll have to be the
first one to say something.
Cat, I hope you're still
not angry with me.
I certainly am.
I'm sorry.
Look, I didn't bring you
here so we could fight.
Why did you bring me here?
I needed your support, Cat.
You know how I think.
You know how I like to operate.
You and I work like a team.
I just thought...
That I'd make you feel better?
Why do you always think you're
the only one who's important.
I left two young heroes back
on Earth who need me, too.
Do you think it was fair to them
to snatch me away
just to hold your hand?
Spider, won't you ever grow up?
Well, that's gotten things
off to a wonderful start.
Iron Man, what's happening?
It's a sand storm.
I estimate another five minutes
and the atmosphere will
render the vehicle useless.
Whoops, guess I was wrong.
Hang on. We just lost our power.
The engine is clogged with sand.
We'll have to walk.
My suit may fail like
the hovercraft if I fly.
Uh... I think I'll walk, too.
Another quake.
If it gets any worse
it might be wise
for us to turn back.
That's not an option.
We keep moving.
You almost sound like you
know what you're doing.
The fact is, Moe probably does a better
job of leading the Three Stooges.
Smythe, I can only
spare one moment
from planning my
attack on the rebels.
Why did you send for me?
I thought you'd want
to see this right away.
Behold, my latest creation.
The cyber-skull.
Brilliant.
Brilliant.
I have a little surprise
of my own, Smythe.
Dr. Otto Octavius?
The doctor here has kindly offered
to share his technology with us.
Yes. I ran into a little
trouble with Dr. Doom.
He coveted my kingdom, Octavia.
And he annexed it to become
part of his new Latveria.
Now I find I must
make new friends
who will help me
regain what I've lost.
And so we shall
as soon as you
enhance my new robot.
Yes. I will begin immediately.
Are you really going
to help Octavius
regain his kingdom?
Of course not.
Keep a close eye on him, Smythe.
As soon as he has given
us what we want,
let me know.
I will dispose of him.
Doctor, I find it difficult
to believe that
you would work as a
servant to the Red Skull.
Hah! Otto Octavius serves no one.
As soon as I have
my kingdom back
you might want to consider
me as your new employer.
Hmm... I see.
Spider sense. Danger.
Look out!
Are you all right?
No. I think my power
generator just got damaged.
This whole area is full
of seismic activity.
I should take the lead.
My spider sense will at least
give us some warning of danger.
That's an excellent idea,
Spider-Man.
Black Cat and I will
take up the rear.
I was just wondering
how a beautiful young
woman like you...
I mean, how did you come
to be the Black Cat?
Oddly enough, it's your fault.
What?
It began years ago, at the
beginning of World w*r II.
My father, as a young boy,
was hired by the Red Skull
to steal the super-soldier
formula that created you.
Captain America.
Were you able to retrieve
the information?
They weren't Nazis.
You're trying to get me
to betray my country.
You're the Nazis.
When he realized how
evil the Red Skull was
my father escaped from the Skull
without giving him anything.
My father was the only
person in the world
who possessed that formula.
But one day, a villain
known as the Kingpin
captured him and forced
him to reveal the secret.
Wilson Fisk!
What is the meaning of this?
Felicia Hardy, allow me
to introduce you to...
...your father.
As a test of my
father's truthfulness
the formula was used on me.
That's how I became
the Black Cat.
So, you see, anything you can do,
I can do as well, or better.
Amazing.
I can honestly say I've never
met a woman like you before.
Me and my big mouth.
Why didn't you just set
them up on a date, Spidey?
What am I feeling here?
Watch it, Spidey.
If you lose your cool,
we're all done for.
So that's the Red
Skull's fortress.
Something's wrong.
Everybody, on the alert.
[ Rumbling ]
[ Gasping ]
Run!
No!
I'm losing power.
[ Groans ]
- Hang on, my friend.
Hang on.
Lizard! You go first.
I'll secure Iron Man.
Then you can pull him up.
[ Yelling ]
[ Yelling ]
Hang on, Cat! I've got you.
Whoa!
Cat, hold on. I'll pull you up.
Doc, I'll sh**t you a line.
Give me a hand.
Thanks, Doc.
That was too...
...too close, Spider.
What's wrong with Iron Man?
My power. I've got to recharge.
Well, how long will that take?
At least ten hours.
But we don't have ten hours.
Can you at least walk for now?
No.
You see, without power
I can't even breathe.
In reality,
I'm very much an invalid.
My suit keeps me alive.
I'm sorry.
I never would have guessed.
Perhaps, I can reroute the circuitry
and bypass his flight systems.
That might work.
Good. Do it.
How much time do you need?
An hour.
Doc, you only have 30 minutes.
How are you doing?
Science is saving
my life once again.
If it wasn't for the protection
the suit gives me,
my heart would have stopped
beating years ago.
And I thought I had
problems of the heart.
Spider-Man, I can't hold
the rebels off any longer.
Are you in position for your
attack on the fortress?
We will be... soon.
Soon is not good enough!
You promised you'd be ready now!
We will attack without you.
Alright then.
We'll do our best to get to the
fortress in time to help you.
Rebel forces, move in!
While the rebel forces have
them occupied out front
we go in the back door.
Iron Man, can you
make it up the cliff?
No, Spider-Man.
I've given him enough
power to climb and fight,
but not enough for full flight.
You and I may have to
help him, so stay close.
Let's go.
Magnificent!
The cyber-skulls withstood
their laser cannons.
What is that?
Our rear security has
just been breached.
Someone has managed to get
through the sea of vapors.
Incredible.
Incredible, indeed.
You assured me Smythe,
that no one would ever be
able to get to this fortress
from that direction.
Do something!
I'm activating the
guardian-slayer, now.
Uh-oh!
[ Yelling ]
Hang on!
What is happening, Smythe?!
The damage light's on.
The robot no longer responds
to my commands.
The guardian defensive
shield seems to be down.
Who is that?!
Great sh**ting, Iron Man.
We better get going.
Do something, Octavius,
or you will never regain
your precious land.
Gentlemen, and I use
the term loosely,
stop right there!
Look, up there.
I won't let him get away.
Cat, we've got to
help the rebels.
The robots are pounding them.
Sorry, Spider,
you don't need me now.
Give it up, Smythe.
You have no chance
of succeeding.
I have to avenge my father.
This is gonna surprise you,
web-slinger, but I agree.
You do?
Octavius and Red Skull
would spend an eternity
fighting for this planet.
I simply wish to get
back to my father.
And you are the only ones
who can get me home.
If what you're telling us is true,
help us save those
rebels out there.
I should be able to deactivate
those battle robots
with a few keystrokes.
The Red Skull must have had
Octavius install an encrypted code
to deny entry to the
self destruct sequence.
Let me see if I can
crack that code.
Spider-Man, hurry!
Power of the wind, heed my call!
Look!
That can only be Storm's work.
She's bought me some time.
You!
Why do you pursue
me so diligently?
You're not going to
get away this time.
This is for my father,
John Hardesky,
and all the others
that you deceived.
[ Yells ]
I think I've got it.
[ Cheering ]
Good job, Spider-Man.
Thanks. Now we can
go after the Red Skull.
Right, Cat? Cat?
She must have gone while
we were watching the battle.
Oh no.
We've got to find her!
Sorry to disappoint
you again, fraulein.
Follow me!
There is an escape pod at
the end of this passageway.
Tell him to let her go, Red Skull,
and maybe I'll let you survive.
Ah, but I've grown
quite fond of this Cat.
Move away, Captain America,
if you value the girl's life.
sh**t him. sh**t him!
Thanks.
[ Yells ]
Ah! Can't believe it.
We almost had him.
I'm sorry.
I know how much you both
wanted the Red Skull.
Getting our Cat back
was much more
important to all of us.
Cat, I am sorry that I brought
you here against your will.
- I'm not.
- You're not?
I know I was really angry
but here I am,
fighting alongside one of the
greatest heroes of all time.
Yeah, Cap is quite a...
I wasn't talking about Cap.
You, Spider.
You're quite a leader.
I wouldn't want to have missed
sharing this action with you
for all the world.
Thanks.
But...
But I-I-I uh, but...
Any luck, Morbius?
No, Blade.
The vampires have all escaped
and there is no sign
of the Black Cat.
I fear the Black Cat
may be in dire peril.
No. I can't explain this
but there has always
been a spiritual link
between her and me.
I sense that she
is in good hands
and those hands will
deliver her back to us
safe and sound,
no matter what.
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05x10 - Chapter II: The Gauntlet of the Red Skull
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Follows Peter Parker, a college student at Empire State University who struggles to balance his responsibilities as the costumed hero Spider-Man with the problems of his personal life.
Follows Peter Parker, a college student at Empire State University who struggles to balance his responsibilities as the costumed hero Spider-Man with the problems of his personal life.