[mysterious music playing]
Start from the beginning.
[gunfire]
[Ben] Nothing could have prepared us for what lay waiting.
[gasps]
[screaming]
[Cat] Flint's powers must have come from the same place.
[Silvermane] I'm Mr. Byrne. Mayor Morris forgot
who runs this town.
-[Robbie] Four veterans from the POW camp. -[Janet] All seen
Dr. Alethea Faber.
Well, what the hell are we waiting for?
[Ogden] There's a reporter asking to speak with you.
[Faber] This is my secretary Ogden.
[Robbie] You really had no idea
your patients have superpowers?
[Ogden] Are you calling her
a liar?
I am sorry. I cannot help you.
[Ben] Faber's been looking
for a cure, but she's just gonna kill him.
Let me tell Cat before you print it.
I'll give you a day.
[Cat] Flint's gonna die?
What's left for us? What if we went someplace where nobody knows us?
I'm willing to take a chance and find out.
If that reporter publishes, they're coming for us.
Dr. Faber, are you really able to help them?
You know who The Spider is, don't you?
Ben Reilly.
[thunder rumbling]
[thunder crashing]
[mysterious music playing]
♪ ♪
[grunting softly]
♪ ♪
[muffled pulsing, warbling]
[knocking]
[quietly] What the hell?
[knocking]
Mr. Reilly.
I-I'm not here to cause any trouble.
I-I'd just like a minute of your time, please.
[stammers] That's...
[chuckles] That's not really necessary.
I haven't had a gun in my hand since the war.
Civil War?
[laughing]
You don't remember me.
From yesterday.
No. Back in France.
You saved my life.
What are you talking about?
-Easy, old man. -[stammers]
They called me "Freckles"
because I looked so young.
Uh, they thought I was 15 and lied to get in the war.
I suppose I was one of the f-fortunate ones.
I'm still breathing, but my mutation
is aging me at a dog's clip
and getting worse as it goes.
Dr. Faber is my last chance to survive.
She's a good woman.
Trying to do a good thing.
Want a drink?
[bottle opens]
How old are you really?
I'll be 36 in April.
If I live to see it.
I'm not the only one who's suffering.
-Th-That's why I came here. -If you're looking
for the files, I don't have 'em.
The files don't matter.
I mean, not really. They're just a laundry list of failures.
D-Dead ends and dashed hopes.
It's your reporter friend.
If he prints that story,
that's the end of Faber's work.
That's the end of me.
[thunder rumbling]
I'm sorry.
[sighs]
But it's too late.
Robbie wouldn't stop even if I asked him to.
And you-you won't even try?
No.
Why?
I mean, don't-don't you want to see your comrades cured?
Would you want to be cured?
[thunder rumbling]
What is that supposed to mean?
Means I know who
and what you really are.
I followed you into that ward that day when you and your unit saved us.
That day when that thing...
bit you.
If you hadn't changed your name,
I would have come knocking at your door years ago.
Dementia hit early, huh?
Don't do that.
I can excuse a lot, but I deserve better than that.
You're delivering me a death sentence.
At least have the decency to be honest.
[somber music playing]
Truth is this is a part of me I wish never existed.
And as of tomorrow,
it no longer does.
I'm leaving town. Starting over.
As Ben Reilly.
I'm sorry, Freckles. I...
I wish I could offer you the same chance.
[stammers] That's it?
I-I-I can't change your mind?
Been a long time coming.
I-I wish it didn't have to be this way.
[shouts]
[grunts]
What did you...
[grunts]
[groaning]
[tense music playing]
[thunder rumbling]
[♪ Kirby sings "Saving Grace"]
♪ The colors fading from the photograph ♪
♪ I could tell the story ♪
♪ but still you wouldn't know the half ♪
♪ This love was brought to life from shards of glass ♪
♪ When you kiss me there's a shifting ♪
♪ in the sepia tone ♪
♪ Can't escape the madness, baby, magnetism ♪
♪ Run away but something pulls me back into it ♪
♪ Lately I've been staring at a broken mirror ♪
♪ Needing someone to call my own ♪
♪ Hey, lover ♪
♪ I need someone to save me now ♪
♪ from all the pain ♪
♪ I suffer ♪
♪ and the heavy world that weighs me down ♪
♪ 'Cause the world ain't sweet ♪
♪ It's bitter to taste ♪
♪ But you could be ♪
♪ my saving grace ♪♪
[song ends]
[tense music playing]
[Ogden grunts]
♪ ♪
[clicking]
♪ ♪
[Faber distorted] There we are.
Stay calm, Mr. Reilly.
Deep breaths.
Took quite a lot of secobarbital to keep you sedated.
I'm sure you must feel pretty rotten.
Wh-Where am I?
-[undistorted] My private laboratory. -[grunts]
Wh-What is this? Why am I--
Oh, everything's okay, Mr. Reilly.
I just need to run some preliminary tests.
Investigations into your blood makeup,
your proteins, your genetic material.
Uncuff me.
Trust me, this will all be a lot easier
if you calm down and let me do my work.
Work?
Mr. Reilly, you broke into my office
and stole my most important files.
Did you read the files?
-Yes. -Then you know who I am
and what I'm doing.
And I know who you are, too, Mr. Spider.
So let's not play games.
I have a lot of work to do and not a lot of time to do it.
Are we clear?
Let me go and I won't kill you.
No. Threats like that are why we need to keep you restrained.
-It’s not a threat, it's a promise. -[sighs]
You're very convincing.
But we know what type of man you really are.
You ran into danger
to liberate a camp of tortured soldiers.
You saved Ogden's life.
-Yes. -And then you came home
and chose to save a lot more.
You're not a murderer. You're a hero.
[grunting]
[panting]
You'll never break those.
We have enough drugs in you to weaken King Kong.
Now I'm simply going to draw some blood.
A child can sit through this.
Ogden, prep the blood draw and retrieval kits.
This won't do you any good.
I've been here before.
[yelling]
[Ben] Jones! Jones!
-[growl] -[screaming]
[mysterious music playing]
[grunts]
-[cracking] -[grunting, panting]
♪ ♪
[panting, grunting]
[cracking]
[pants]
♪ ♪
[grunts]
[panting]
-[cracking] -[breathing heavily]
[grunts, panting]
-[cracking] -[grunts, panting]
[grunting, panting]
[breathing deeply]
[grunts]
[grunting, panting]
[muffled pulsing, warbling]
[chatter in distance]
[Ben breathing heavily]
[tense music playing]
[grunts]
At ease, Soldier.
[strained breathing]
Sit. Sit.
[grunts]
You okay?
In a fair amount of pain, I hear.
[strained] Nothing... I can't... [grunts] handle, sir.
-[grunts] -Glad to hear it.
The most important thing is to get you comfortable.
The good news is you've got the finest medical team in the whole world
all 100% focused on you.
You can't beat that, can you?
No, sir. [grunting, pants]
Get him a pop.
Chocolate bar. Anything he needs, okay?
-Yes, sir. -What...
[strained grunting]
What is happening... to me... [grunts] sir?
I think we're all wondering that.
But we'll get to the bottom of it, don't you worry.
[Ben] They cut me open,
pulled me apart,
put me back together.
They didn't learn a thing.
I know every detail of the Army's examination.
I have studied their findings exhaustively.
But that was a long time ago.
The science has advanced by leaps and bounds.
You're one of 'em.
Don't you dare
confuse me with them.
Those scientists only cared about war.
They took one look at you,
and they were just like the Germans.
They wanted to use you as weapons.
I am trying to do the opposite.
[panting]
This...
is personal.
Yes.
You lost someone.
My son.
Have you ever lost someone, Mr. Reilly?
Someone so close to you that it felt like a part of you was gone, too?
Yes.
Well, what if you could have done something about it?
What if you knew that you were losing them
but that the power to change that,
to save them, lay in your hands?
Wouldn't you do it?
Wouldn't you try everything?
[laughter]
[somber music playing]
[thunder rumbling]
♪ ♪
You can't bring your loved one back, Mr. Reilly, but I can.
Is that so much to ask?
A second chance
for my son?
♪ ♪
Now you understand.
There's nothing I won't do
to keep him alive.
Your friend and I have that in common.
[breathing heavily]
-My friend? -The woman
who told me how to find you.
She also has someone that she is desperate to save.
[somber music playing]
-Cat. -She's quite beautiful.
And determined.
I'm...
s-scared.
Is he okay?
[tense music playing]
[muffled] Mr. Reilly.
-Mr. Reilly. -It's the blood loss.
He'll have time to recuperate while we run the tests.
[somber music playing]
[groans]
-Anything? -[sighs]
Platelet counts, erythrocytes, hemoglobin...
His blood is utterly, completely, maddeningly normal.
Look, we know he's different.
The answer is somewhere inside his body.
We just have to find it.
[clanking]
[grunting]
[straining]
[panting]
[exhales]
[breathing heavily]
[grunting]
-[grunting] -[muffled pulsing, warbling]
Oh, good.
You're awake.
How are you feeling?
I-I'm sorry
about all this.
I-I-I mean it.
You-you gave me no option.
Here, uh, drink this.
You-you-you must be thirsty.
No, it's-it's-it's water.
I-I-I promise.
-[gulp] -[scoffs]
[slurping]
Wow.
[chuckles]
You were thirsty.
-[water pouring] -So,
you were just going to leave town.
Even after I told you that there was a chance that...
you could save me
and the others.
Spider was never a hero.
I only did it for the thrill.
Well...
...maybe you weren't then.
But there's still time for you to become one.
I'm never getting out of here alive.
What are you talking about?
Your mother is insane.
No. No.
That's not true.
She's... just trying to save me.
No, she's insane.
-[footsteps approaching] -[Faber] I'm sorry to report
that your blood samples weren't enough.
I'm going to have to harvest genetic material from your organs.
Stop! If you haven't found an answer,
it's because there isn't one.
I will never stop.
What kind of a mother would I be if I didn’t exhaust every option?
There's always an answer, Mr. Reilly.
What is that?
What-what-what is that?
[muffled] Help me, Ogden.
[tense music playing]
Science is about uncovering discernible facts.
[distorted] Now, the program that the Germans conducted altered
their subjects' genetic makeup.
Led to corrosion,
decay, instability.
For some reason, you were the only subject who gained power without degradation.
[slurring] Where are you taking me?
[mumbling]
He's trying to say something.
I like...
ravioli.
[muffled] You will have ravioli.
-[elevator doors opening] -All the ravioli you want.
I believe that whatever process that allowed the mutation
to stabilize within your body
can be retrofitted to fully cure the other mutations.
[distorted] You're going to have a nice rest now, Mr. Reilly.
Mask, Ogden.
Just breathe.
Breathe deeply.
That's good.
Ten,
nine,
eight,
seven,
six...
[grunting]
[pants]
-[grunting] -[jangling]
Cut him open.
Let's see what he's made of.
[screaming]
[tense music playing]
[groaning, panting]
[snarling]
[gasps]
[snarls]
[screaming]
-[growls] -[panting]
[screaming]
[panting]
[gentle music playing]
Ruby.
Yeah, you ding-a-ling.
Were you expecting someone else?
I missed you so much.
Oh, Ruby.
Ruby, Ruby, Ruby.
[distorted music playing]
[The Spider] Hey, Reilly. Thought you could get rid of me?
You're nothing without me.
[cackles]
[unsettling music playing]
[engine starts]
[tires screech]
[wind whistling]
You son of a bitch. You set me up.
[Donegal] You're a coward, Reilly.
Fortune favors the bold.
[Addison] I tried to warn you.
Now you're gonna burn.
[screams]
[panting]
-[eerie music playing] -[clock ticking]
Oh, my God.
[hopeful music playing]
[tense music playing]
[exhales]
[exhales sharply]
[exhales]
[energetic music playing]
-[Faber] It's time. -[exhales]
Are you ready?
Yeah.
What's wrong?
Are you sure this is gonna work?
-I mean, what-what if-- -I am as sure
as I've ever been. All right?
Okay.
I'm ready.
-It's already done. -Ah.
[suspenseful music playing]
[chuckles]
[grunting softly]
♪ ♪
[panting]
[gasping]
[crying softly]
Oh, oh.
Oh! Mm.
[atmospheric music playing]
[laughs]
Oh.
[laughs]
You did it.
-You really did it. -Mm-hmm.
I cannot believe it.
Oh...
My little Freckles.
Oh. All right.
Robertson will have published his story by now,
so we-we need to clear this place out and get out of here.
Wh...
We need to give Reilly the antidote first.
We can't do that, Oggie.
We kidnapped him.
We operated on him against his will.
The best thing for us, the only hope for us
is to just become different people.
To disappear with no one left who knows anything about us.
What are you saying?
[dark music playing]
No.
They will throw us both in prison.
I have not spent the last 15 years of my life
trying to give you your life back
just to have you waste away in a jail cell.
I'm sorry, Ogden.
His life was always the price of yours.
♪ ♪
-I'll do it. -[stammers]
-Ogden-- -After everything we've both been through,
I need to look him in the eye, soldier-to-soldier.
Okay.
♪ ♪
[sighs]
[tense music playing]
I feel like a young boy on a Christmas morning.
If this doctor can give us the name of every superpowered man from that camp,
we'll have an army nobody can stop.
Not even the goddamn Spider.
The suffering they put you through...
...they'll rue the day.
[Ben panting]
[uneasy music playing]
[grunts]
[moaning]
♪ ♪
[groans]
[shouts]
♪ ♪
[gasps]
[grunts]
Ah...
[bell rings]
Don't.
Ogden?
You were right.
She sent me to kill you.
But you saved my life.
Least I can do is try to save yours.
[exhales]
Just promise me you won't hurt her.
Yeah, I'm not the one with the gun.
I'm not the one with the spider powers.
I'm just trying to get home.
Let's get you home.
[suspenseful music playing]
[seabirds chirping]
These doors are getting bigger and bigger.
[Ben] Wow.
[chuckles] Look at you.
Marvelous. Just marvelous.
You're back. [laughs]
What are your plans?
Pardon me?
Well, now that you've got your life back,
what are you planning on doing with it, Freckles?
[laughs] I don't know. Uh...
Huh, I...
I've been preparing to die for so long,
I never really thought about how to live.
[echoing] Are you, are you okay?
[Ben] What day is it?
-Excuse me? -The day, the day.
What's today?
Monday. Uh, M-Monday afternoon.
Oh, poo.
Robbie's chasing his Pulitzer.
He's published the location of the lab.
They'll be here any second.
[eerie music playing]
How many do you think there are?
Hard to say.
There were dozens of us at the camp.
Imagine a lot made their way back to New York.
Anybody had any trouble over the years would've found their way to Faber.
[bell ringing]
♪ ♪
[grunts]
-[groans] -[Ben exhales sharply]
[quirky music playing]
You okay?
What's it look like? I'm fine.
Oh.
Cherry red. My favorite.
[bell ringing]
It's up and through there.
You're not coming?
I'm not leaving her.
[dramatic music playing]
You can't beat those guys.
You're probably right.
But she's my mom.
[liquid burbling]
[suspenseful music playing]
Up you get.
[Flint] What's the matter, Doc?
You don't look that thrilled to see us.
[laughs] I'm sorry, I'm-I'm just surprised.
[Lonnie] 'Cause your secret lab's
not a secret no more?
[Leyden] So, we're monsters,
are we?
[Silvermane] Quite the operation you've got
going down here.
Everything but a cauldron and two weird sisters.
That story says you did this to us.
No, absolutely not. Quite the opposite.
-Liar, liar. -[Silvermane] All right.
Hold your horses. Everybody.
Now we'll all have a conversation.
Nice and civilized.
-Right, Doc? -Of course.
Very pleased to make your acquaintance, Doctor.
-Do you know who I am? -Yes.
Good. Now tell the boys you're not in the business
-of making monsters. -No.
No. All I have ever tried to do is to help you all.
-Every one of you. -Hey, how is old Oggie, huh?
He finally kick the proverbial bucket or what?
[laughs]
Sadly, yes.
[Silvermane] Now, my friends here say you've been treating
their various maladies.
I'm curious to know if there are others like them.
Yes.
I could take you to them now.
Oh, they're here? Even better.
Lead on, my dear.
[suspenseful music playing]
[uneasy music playing]
[panting]
[atmospheric music playing]
My God.
What is all this?
-They're all dead? -[Faber] I did my best,
but they succumbed to their mutations
before I'd figured out a way to save them.
And then you put them in jars like a bunch of freaks?
-[Faber] No, that is-- -It's Johnny.
Johnny Forte.
[suspenseful music playing]
♪ ♪
You never cared about us.
That is not true.
You know what it's been like? Living like this?
-Please... -Our bodies somehow stronger
and weaker at the same time?
-The world calling us monsters. -Please listen.
I have finally figured it out.
I promise you I can help you all, if you will just let me.
Help us?
You mean like you helped them?
These men was our comrades.
Our brothers.
We fought with these men.
-We suffered with these men. -[screams]
[gunshot]
[Flint] Wait.
Wait, I know you.
[tense music playing]
We were in the cell together.
I grabbed the guard,
you put the knife in.
Nobody shoots me, you little bastard.
Dirk, stop! What are you doing?
Get off of me.
[somber music playing]
There's nothing here for us.
Let's go.
You're going to have to learn some impulse control, son.
[grizzled exhale]
-[Perry] Hey. -[Pudge] Hmm?
-[Perry] You got shit in your teeth. -[Pudge] Oh, no.
-I look so dumb. -Yeah, you look real stupid.
I was in the car with those guys for an hour.
-[Perry] Now, don't bite my finger. -[Pudge] You think they saw?
[Perry] Yeah. Right back here.
-Yeah. -[Pudge] Did you get it?
[Perry] You know, I wanted to be a dentist when I was a kid.
-[Pudge] Oh, yeah? [shouts] -Yeah. I got it--
[explosion]
God! The hell was that?
[dramatic music playing]
♪ ♪
[panting]
[dramatic music playing]
♪ ♪