-I'm leaving town. -I'll be damned.
It's Cat, isn't it?
I'm really happy for you.
I know about Winston.
I know you set him up,
and I know you did it for her.
I didn't tell the boss 'cause
he would've killed the both of you.
Every four years, I decide who sits in that chair.
You just move on to the next guy and expect me to go quietly?
My mutation is aging me
at a dog's clip.
Dr. Faber is
-my last chance to survive. -[yelps]
-Where am I? -[Faber] My private laboratory.
This will all be a lot easier
if you calm down and let me do my work.
I believe that whatever process that allowed
the mutation to stabilize within your body
can be retrofitted
to fully cure the other mutations.
Oh! [gasps]
She's quite beautiful,
the one who told me how to find you.
Cat.
I'm curious to know if there are others like them.
-My God. -These men was our comrades.
[screams]
[Silvermane] Nothing here for us.
[Ogden] Would you want to be cured?
[Ben] The Spider was never a hero.
I only did it for the thrill.
[Ogden] Maybe you weren't then,
but there's still time for you to become one.
[gentle piano music playing]
-[Cat] Flint, please. -[Flint] Stay away!
[slams piano keys]
[crying]
[droning, ominous music playing]
[playing emotional music]
[Ben] What's left for us here?
Ruby's gone, Flint's past helping.
We're chasing ghosts.
But you and I could have something.
If I tell you...
...do you promise you won't hurt him?
[pounding atonal chords]
[droning, ominous music playing]
[door opens]
I need a drink.
Lo, the irony.
A man controls the flow of alcohol for a city of seven million souls
and yet, my throat is as dry as a camel's hole in a sandstorm.
[Cat] What happened at the lab?
Find anything interesting?
[Lonnie] Yeah.
A lot of dead soldiers.
Some of them old friends.
[Silvermane] The good doctor was making freaks in her basement.
Goddamn abomination, if you ask me.
That's all?
She had nothing but a bunch of meat in big jars,
so we burnt the place down.
You burned the place down?
To the goddamn ground.
What do you care?
You're right.
Why would I care about a mad scientist killing veterans?
I'm just a pretty girl who likes to sing and dance.
[Silvermane] Well, I often wish you were.
No, you don't. You'd have been bored of me after six months.
[laughs]
Another round?
Does the king ride his sister?
[Cat] What's the point?
You drink the best whiskey, drive the best car,
own the best club.
What are you fighting for?
The fighting is the point.
It's what gives the whiskey its taste.
Gives the club its danger.
If anything, I owe the mayor a debt of gratitude.
I'll be sure to send flowers to his grave when I bury the bastard.
But you boys have work to do.
With the doctor out of the picture,
we know the score. It's the three of you
to the mayor's one.
So go forth and maraud.
Make some mischief and mayhem.
Raid the mayor's piggy bank.
Buy voters for Hudson.
It's time to show that prick of a politician who's really in charge.
[dramatic music playing]
You love it, you know you do.
[chuckles]
[♪ 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]
-[indistinct chatter] -[telephones ringing]
[dramatic music playing]
Dah, dah, dah, dah...
You see, now, this... this is a nice establishment.
Oh, no. Oh, no, it's the boys in blue.
-Oh, no. -[electricity crackling]
Hey, you seeing this shit?
Now, folks,
usually I would apologize
for such a disturbance,
but this is most likely the greatest day
of your pathetic and miserable little lives.
What? No applause?
Mm.
Are you the one in charge?
Anybody home?
Mr. Noble is the head of this office,
but I can help you with whatever you need.
Mm.
I'm sure you can, honey.
-Hey. -Hey, relax.
We're just getting into character.
-Ain't that right... -Alice.
-...Alice. -And you don't scare me.
Well, I should.
-Back off. -Oh.
Okay, Alice.
Now, if you wouldn't mind showing us where the mayor keeps all his dough,
that would be much appreciated.
[loud, indistinct chatter]
[bell chimes]
[man] God, I want some free time, fellas. Let's go.
Hey, Alice, you know the deal.
Nobody's supposed to be back--
Don't blame Alice. This was our idea.
[menacing music playing]
Oh, lookee, lookee.
You don't mind if we take some of these things, do you?
No? Good.
We're gonna spread the wealth to the people of New York.
Hey, Dirk. Let's go to work.
Oh, and, um, when you see him,
tell our illustrious friend Morris...
tell him Silvermane sends his regards.
Thank you very much.
Bye-bye.
Are you scared?
Yes, you are.
[cackles]
[horn honks]
-[knocking on door] -Come in.
You took my boss and my business.
What'd you forget?
I'm just messing around.
I'm happy for both of you. Genuinely.
-What's wrong? -Have you seen him?
What do you-- what do you mean? He's meant to be with you.
-He never showed. -What?
It's been days.
And you're only just now looking for him?
Well, I don't know how it is with you,
but when men stand me up, I don't usually go--
Oh, God, uh, yeah. Say less. [laughs softly]
You want a drink?
There's probably a bottle still floating around somewhere.
No, thank you.
When was the last time you heard from him?
Uh, Saturday afternoon.
He showed up with an envelope full of cash.
-That's... -What?
It's just, uh...
Ben's not exactly loose with his money.
Are you saying he's frugal?
I'm saying it's not like him to dump a fistful of cash on my lap
unless he really thought it through.
Well, men get cold feet.
No.
No, you wouldn't be here if that's what you thought was going on.
You're too proud for that.
So, who is it?
Silvermane?
Morris?
The doctor? Stop me anytime if I'm getting warm.
Your hand's on the stove, but I don't know any more than that.
-[operator speaks indistinctly] -The Daily Bugle, please.
Robbie Robertson.
And he didn't call or leave word in any way, shape or form?
Yes, tell him Janet called. He'll know how to reach me.
-Okay, thanks. -[phone clatters]
[somber music playing]
-Listen, he's like a cat-- -[chair scrapes loudly]
If you hear anything, you can reach me at The Alcove.
Okay.
-Thank you. -Sure.
[door opens]
[door closes]
[exhales]
Damn it, Ben, where are you?
Daily Bugle, please.
-[seabirds calling] -[boat horns blow]
-[radio playing indistinctly] -[metal creaking]
[Ben] You know anything about spider muscles, Eamon?
[Eamon sighs] No.
Eh, that's because they don't have any.
They're on a hydraulic system,
shooting fluid to move their legs, as it were.
Their appendages are rather like straws.
Veritable party whistles!
But she didn't love me.
That's okay.
Nobody has to love anybody.
But to go behind my back like that?
With the doctor. What the hell was that?
I mean, that's worse than a betrayal,
That's adding insult to injury.
-Mm. -[slurps drink]
But Eamon, I digress,
because right here in the palm of my hand,
I hold the antidote...
[laughs softly] ...to all of my problems.
Yeah, well, you ain't the first one to figure that one out, pal.
It's kind of how we stay in business.
Keep 'em coming, Eamon.
[atmospheric music playing]
There you go.
[eerie music playing]
They're using my campaign money to fund my goddamn opponent.
Please, help-help me to understand
how a thing like this can happen.
I mean, it-it could be something, anything,
a-anything that enlightens me as to how it is
that you're letting Silvermane run roughshod all over my city.
You mean, other than the fact that he's got three guys on his side
that can't be subdued by ordinary means?
Two of my cops tried and got electrocuted.
Does that enlighten you, Mayor?
Fine. You know what?
It's done, that's in the past.
But what I want to know is what you plan on doing about it now.
You're the goddamn chief of police.
And if you can't fix this, I will find someone who can.
Frankly, Mayor,
I don't think you're gonna be in the position much longer
to do anything about it.
Are you threatening me?
Take it however you like.
But without The Spider...
...you're a three-legged horse running in quicksand.
If he's such a good friend of yours,
now's the time to ring him up.
[groans]
[sharp bang]
[radio playing indistinctly]
-Come on, come on. -[laughter]
Oh!
-That was intense. -That was wild.
-How much did we get? -[hat man] At least a hundred. Maybe two.
-[whoops] -Look at this.
Should I even ask?
-Nope. -Ah, you should've seen it, Eamon.
Two of them supers were standing on the corner,
throwing them in the air.
[excited man] "Vote for Hudson," they're shouting.
"Vote for Hudson." Fella, you keep chucking bills in the air,
I'm gonna vote for the devil himself.
[hat man] They ripped off Morris's campaign war chest,
and not a cop in sight.
-What about The Spider? -[funny man] The Spider?
-[laughter] -[angry man] Yeah, right.
[funny man] Let's not hold our breath for that one.
[laughter]
What the hell is that supposed to mean?
I mean, have you seen him?
He looks like my mom after ten loads of laundry.
[angry man] I don't know what he's been up to
for the past half a decade, but the years
haven't been good to him, I'll tell you that much.
[hat man] Eh, he wasn't that great to begin with.
[angry man] Well, I didn't miss him.
[cautious man] He probably just came back to, uh, you know,
-get his picture in the papers again. -[high-pitched ringing]
Yeah, he never missed a photo op, that's for sure.
That guy loves the spotlight more than Morris.
[funny man] He may have missed the spotlight, but he didn't miss a meal.
Maybe, maybe, maybe, maybe The Spider is a guy like anyone else.
You ever think about that?
You ever wonder what his problems were?
He's swinging around burning buildings, saving people,
do you ever think he feels the heat?
-Or gets sad? -[smacking bar top]
Or tired?
Or lonely?
[panting]
[laughter]
[tense music playing]
[hat man] Geez, Eamon, where the hell'd you find this guy?
[funny man] Oh, woe is me,
I'm The Spider, life is so hard.
[cautious man] Oh, look at me in my little mask.
[funny man] Hey, Mommy, I'm a big boy Spider...
[laughter]
♪ ♪
[exhales]
[♪ Rosemary Clooney sings "Sway"]
[The Spider grunting]
Hey, you're-you're The Spider.
♪ When marimba rhythms start to play ♪
-♪ dance with me, make me sway ♪ -[grunting]
♪ Like a lazy ocean hugs the shore ♪
♪ hold me close, sway me more...
[The Spider] You like that, huh?
-Huh? -♪ Like a flower ♪
♪ bending in the breeze ♪
♪ bend with me, sway with ease ♪
♪ When we dance, you have a way with me ♪
♪ Stay with me, sway with me ♪
♪ Other dancers may be on the floor...
Hey! Hey!
♪ Dear, but my eyes will see only you ♪
♪ Only you have the magic technique ♪
♪ When we sway, I go-- ♪
[grunts]
[exhales]
-♪ Sway me smooth, sway me now... -[announcer] They're pummeling him!
Oh, yes, they... yes, pummeling it.
You've got to wonder if they left something in the tank for today.
♪ ♪
-[bones crack] -♪ Oh, I can hear the sound ♪
-♪ of violins ♪ -[The Spider] Web!
-Web! Web! -♪ long before ♪
-Web! Web! Web! Web! Web! -♪ it begins ♪
♪ Sway me smooth ♪
♪ sway me now ♪♪
-[panting] -[radio playing indistinctly]
[The Spider] Ha! Ha-cha-cha!
[chuckles]
Did you see that?
They kicked him and they K'd him.
Come on... oh!
That one's on the house, pal.
To the victor go the spoils, right?
Amazing.
-[glass thuds] -[straining]
Oh, shit.
What the hell are you doing?
Janet's got me looking all over the city for you.
I'm drinking. What's it look like?
Come on, let's go. You shouldn't be in here like this.
Well, you don't want The Spider here,
they don't want The Spider, and guess what?
I don't want The Spider anywhere.
But do you know what? I can remedy that.
[suspenseful music playing]
What is that?
It's a little concoction Faber cooked up.
Turns supers into run-of-the-mill schmucks.
Like these clowns.
-What the hell are you doing? -Curing myself.
-Oh, the hell you are. -Hey!
-Give it back. -No.
Give it back, Robbie, now.
No.
And I know that even in the state that you're in,
if you felt right about drinking this,
you would have taken it from me and finished it by now.
All right. All right, all right, all right, all right.
Let's go.
-[bell clanging] -[seabirds calling]
[Ben] And so, the Lady Judas
betrayed me.
Aw, that's a tough one, man. I'm sorry.
[grunts softly]
What about everyone else?
What everyone else?
The rest of New York.
You fell for a woman and she didn't fall back.
Not sure why that means that the whole city
should lose the one guy who can help them.
Why should I care?
I risked my life for them for years, and...
the second I don't do exactly what they say,
they hate me for it.
I never hated you for it.
When you quit, I lost everything.
And I never asked you to come back.
'Cause, see, you were my friend, and I understood
the price you were paying to be a hero.
Maybe I had it all wrong. Maybe...
you did it to be praised.
Some hero. I am so impressed.
I-I d... I didn't do it to be a hero.
I did it because, at the time,
it made me feel good, but it doesn't anymore, okay?
Well, then, maybe you should think about why it made you feel good.
And then answer this question:
will you sleep better if you take the antidote after having done nothing
or if you take it after you've helped cure Lonnie and Flint?
You see, those men are soldiers, just like you.
Men who are suffering just like you.
[dramatic music playing]
But unlike you, those men are gonna die.
So, what makes you deserve this antidote any more than they do?
And what makes your life more important than those assholes at the bar?
There's a blood feud going on between Silvermane and Morris.
People are gonna die.
But I guess they're not worth saving
because they don't make you feel good anymore.
So, if you're gonna take this just to be the same Ben
you've been for the past five years, then I'll be honest...
...I don't really want to be around for that.
Oh, come on.
You've been in a hole ever since Ruby died,
and you've never stopped digging.
This is your chance to put that shovel down.
You couldn't save Ruby because you didn't know.
This time, you have a choice.
You just have to make it.
♪ ♪
Here we go.
Oh, my God, where have you been?
-He's drunk. -And looks like shit.
[Ben] I know.
Wait.
Are you yellow?
What do you mean, "yellow"? You mean like a, like a coward?
No, like a banana. What the hell happened to him?
[Ben] Well you see, Janet...
...first, Cat double-crossed me,
then an old man named Ogden drugged me
and took me to see Dr. Faber, who sliced me open and cut up my guts.
Oh, and the old man
was actually Faber's son, but she cured him.
[laughs] M-Made him young again.
Then Silvermane and his goons turned up,
I escaped, they torched the laboratory
and I got plastered.
And you beat up some guys in a bar.
[Ben] And I beat up
some guys in a bar.
Why did Faber kidnap Ben?
Uh, because I'm The Spider.
[gasps]
Oopsie-poopsie, I shouldn't have told you that.
You already did tell me that.
[♪ Bing Crosby singing "Nice Work If You Can Get It"]
-[light switch clicks] -[shouts]
¡Ay, hijo de tu madre!
[slurring] I'm The Spider, Janet.
I Spider.
♪ Nice work if you can get it...
-[light switch clicks] -[shouts]
The Spider's busy, Janet.
Can't you see that The Spider is busy?
-[sighs] Okay. -[light switch clicks]
♪ Loving one who loves you ♪
-♪ and then taking that vow... -[typewriter clacking]
-[light switch clicks] -[Ben grunts]
♪ Nice work...
♪ I'm your Spider ♪
♪ Be my Spider ♪
♪ to be real ♪♪
[light switch clicks]
-[sighs] -[Ben] You knew?
And you knew that she knew?
What, you're gonna get mad about us keeping secrets?
Well, maybe you should've told me that. [laughs]
[Janet] I figured you'd worry less
if you didn't know I knew.
Plus, it's not like you've been very Spidery lately.
[Ben groans softly]
[tense music playing]
What's that for?
[horn honking]
♪ ♪
[soft sigh]
You were wearing this the first time I saw you.
Can't believe you remember that.
I remember a lot of things.
Well, do you remember how shy you were at first?
How it took you a year just to say hello to me?
Oh, I wasn't shy.
I was scared.
[dramatic music playing]
There wasn't a single German in the war who scared me as much as you did.
[laughs]
-That's ridiculous. -No, it's the truth.
Before you, I didn't think women like you even existed.
Tell me more.
Ah...
I don't know.
You know, beautiful women, you see them around.
Smart women, too. Tough ones.
Talented ones.
Classy, sexy, funny.
Confident.
Determined.
But all of it all at once? It...
I didn't think that would ever happen.
And then there you were.
And then, for you to pick me out of all the men in the world...
...for you to see something in me that I couldn't even see in myself, I...
And do you know why I let you in?
I don't know.
Because...
anyone could see the good in me.
But you knew I could also be mean,
and angry and cold.
You loved me at my worst,
and you pushed me to be better.
I love you.
Why can't you get that through your head?
Don't you get it?
I do believe you.
But there's no coming back from this.
You can't touch the Sun and then come back down to Earth again.
This life, uh...
...it's got no taste now.
It's got no feel.
-Without you-- -But I'm right here.
I'm standing right in front of you.
And I'm long gone.
We went to the doctor's lab.
We saw the truth.
There's no way out. There was never gonna be a way out.
You don't know that.
-Listen, you-- -Stop.
I don't care if I die.
-[crying] No... -That's not what hurt me.
What hurt me is that you couldn't even wait
for the dirt to hit my casket before you went off with that private dick.
You took him to the old theater.
[Cat sniffles]
Where I saw you for the very first time.
Wearing this very dress.
Yeah.
[melancholy music playing]
I ain't gonna tell Silvermane.
But he's smart.
He's gonna find out what you did eventually.
And I can't protect you when I'm dead.
[door opens]
[door closes]
[Ben] I'll have to stick them all.
Once they're free and clear, it'll be my turn.
Well, that's a plan.
Yeah, a terrible plan.
Thanks for the confidence. I think it's a great plan.
Well, what do you want us to say?
Nothing. I just want you to know that this is the end of the story.
No more sick veterans,
no more suffering...
...no more Spider.
You've thought this over?
For a long time.
You're a good man, Ben Reilly.
-Ha. -You are.
Look at you, you're helping people again.
That's not why I'm doing it.
Then why are you?
Because with no power
comes no responsibility.
[reporter over radio] Ladies and gentlemen,
we have more breaking news to report.
We have just learned that the Silvermane gang is still at it,
this time in Harlem, where they've been seen pillaging
a police warehouse, stealing back all the confiscated hooch
from Morris's big sting operation,
and the cops are standing around doing nothing.
Who's in charge of the city, Mr. Morris?
-[reporter continues indistinctly] -Harlem.
Say, do me a favor.
Just let me talk to him before you swoop in and make it a fight.
You think I want to fight? Look at me. Wrong.
[Pudge] Take a bottle on your way out, and vote for Hudson.
-Vote for Hudson. -From Silvermane.
[Pudge] Vote for Hudson.
Hey, vote for Hudson.
[man whistles]
-Okay, sure. -Vote for Hudson.
Thanks, man.
-Hi. -You're welcome.
-From Silvermane. -Oh, what, are you a child?
Take it. Take it.
Go. Go, yeah.
Just get out of here.
Lonnie.
-I just want to talk. -Save your breath.
I've picked my side. This is how it is now.
[Robbie] But why?
What are you getting from all this?
A soft bed, hot meals.
More than I've had in a long time.
And since I ain't got much of that left,
I'm gonna enjoy whatever it is I do have.
Come on, Lonnie.
Come on, man, I know you better than this, brother.
-This ain't-- -Back off!
[tense music playing]
Whatever your angle is,
I--
[grunts]
[men gasping]
[The Spider] Lonnie, Robbie's just trying to help you.
I'm trying to help you, too.
This doesn't have to be a fight.
Well, it's gonna be.
[The Spider] Okay, not the response I was looking for.
[exciting music playing]
-[The Spider grunts] -[bottles clattering]
[shouts]
[The Spider] You trying to hurt me?
You should know I live for the pain.
I eat it up.
[panting]
[The Spider] Uh-oh.
[shouts]
-Whoa! -[grunts]
[The Spider groans]
[suspenseful music playing]
[panting]
[grunts]
You should've just let me be.
[screaming]
Hey. Hey.
Reilly? Hey.
[The Spider] Where am I?
[grunts]
-[dramatic music playing] -[cop] Are you seeing this?
You're not so tough now, are you?
[The Spider] Oh, no, no. No, not now.
Come on, come on.
-[shouting] -[grunting]
[rousing music playing]
-[horn honks] -[shouts]
[tires screech]
-[horn honks] -Get in.
-[man] Stop them! Don't let them get out! -Come on. Let's go, let's go,
let's go, let's go.
[tires screech]
Hey!
[gunshots]
My car!
Want to know why I'm helping you out?
Mm-hmm.
I owed you one.
Now we're even.
[gentle music playing]
What about him?
[scoffs] We don't have time to get into all that.
We got to ditch the car and get him somewhere safe.
We'll take him back to my place.
[languid music playing]
[groaning]
[sighs]
-[bones crack] -[The Spider moans softly]
Shouldn't we get him a doctor?
[bones crack]
Or a priest?
Nah.
He just needs to rest.
[The Spider grunts, sputters]
Oh, no, are we still fighting?
Nah. We're good.
[The Spider grunts softly] What-what's happening?
We are at my place.
You need to rest.
[The Spider] I-I can't.
I need to rest.
[exhaling]
Who is he?
♪ ♪
He's just a guy.
Why'd he do it?
Why'd he risk his life trying to help me?
He was trying to save me.
I almost killed him.
Because, despite what he wants everyone to believe...
...he's a good person.
[The Spider snoring]
-[sinister music playing] -[indistinct chatter]
-The hell is that? -I don't know.
But I know who's gonna want to know.
♪ ♪
Son of a bitch.
Ah, shit.
-[knocking on door] -[receptionist] Mr. Mayor?
The police chief is on his way.
-[sighs] -He's got news.
Who cares?
-[The Spider snoring] -[Robbie] So,
where you gonna go?
I don't know.
[laughs softly]
My mom's always wanted to see Niagara Falls.
Sounds as good a place as any.
-Mm-hmm. -You like maple syrup?
-As much as the next guy. -[chuckles]
[Robbie] Yeah... [exhales]
So, listen, um,
-I wish I could do more-- -I'm good.
-[laughs] -Yes, you are.
We're good.
[emotional music playing]
Everything you done for me...
...not a lot of guys would've went through the trouble.
And everything you did to get your job back at the Bugle?
I hope they understand what you're worth.
This city needs men like you
just as much as it needs a guy like him.
Brother.
My man.
[door closes]
[horns honking]
♪ ♪
[indistinct chatter]
[Morris] When?
[McNamara] A few hours ago.
Which one?
Lonnie Lincoln.
[Silvermane] Is this true?
-We lost Lonnie? -[Perry] That's right.
We seen it with our own four eyes.
How?
The Spider showed up out of nowhere.
-The Spider was there? -The Spider?
Lonnie was gonna kill him dead until that reporter jumped in
and jabbed him with something.
[tense music playing]
-Jabbed him with what? -Ah...
Have some goddamn specificity when you talk to me.
He stuck him with one of these.
Right in the eye.
Whatever it is, it brought the big fella down.
Had him on his hands and knees, sobbing like a baby.
Raze out the written troubles of the brain,
and with some sweet oblivious antidote...
...cleanse the stuffed bosom
of that perilous stuff
which weighs upon the heart.
Looks like the good doctor wasn't so crazy after all.
So, Faber managed to give some of that stuff to The Spider.
Well, what are we gonna do, boss?
♪ ♪
What are you thinking?
I'll tell you what we're gonna do.
We are gonna find The Spider.
-Get me Ben Reilly. -Get me Ben Reilly.
[dramatic music playing]
♪ ♪
[tense music playing]
♪ ♪