wow.
oh, look, mr. crusher, i'm really sorry about what happened in there. really.
and one like this.  and one looking real sincere.
what are you doing here?
oh, yes.  so why not use the front door?
you do?
you like wrestling?
of course i'll help you down. i am spider-man.  the good guy, am i not?
and by the way, peter parker does not live here anymore.
and tell the professor he can't have peter's data. goodbye.
hey! can't you go any faster?
i don't know.  i get this tingling in my brain, like some danger is lurking just ahead. i'm worried about aunt may and uncle ben.
well, they are kind of my parents. they raised me. i lost both of my parents in a car accident.  please step on it!
but i'm telling you.  i've got this--
please.  faster.  please.
look, i'm really in a hurry.
sporting goods.
say your prayers, weiner!
hey, creep!
try again.
well, look what we've caught in our web.
put her down, ock.
i know what's happening to you, ock. i've been through a lot of changes myself lately. you have to listen to me.
spider-man.
i'm a good friend of peter parker's ock. just like that girl you're holding. now let her go.
actually, i'm rather fond of living.  especially now.
octavius. just stop and think.
okay, if that's the way you want it.  let's see what those chrome knuckles can do, doc.
stop you from what?
over here, octopus!
give it up, professor. you'll never catch me!
so long, sucker.
i'm rescuing you.
i better just take you back where you belong.
hold on tight.
open your eyes.
i like the way you say spidey.  nobody calls me spidey.  now we go.
liz?
liz, listen to me. there's something i have to tell you.
do you know who i am?
and that's all you know about me? okay, lets get your boyfriend.
how many do you have? i meant flash.
he's not? then who is?
flash!
thanks.
she needed a lift.
thanks, but i have some business to take care of.
peter parker told me all about it.
no.  he told me all about you. see you later.
hello, everybody.
okay, everyone, stand back and stay cool.
somebody wanna give me a hand with this?
on three. one.  two.  three!
have a nice evening, ma'am.  and you too, henry.
okay, folks, just hang on.
okay, one at a time. you first, ma'am.
sure thing, just don't take the train. come on.  give me your hand.
let's get you out of here first, professor.
where can i find him?
think rosomorf, think where one can find plutonium? where could he find sl 270?
where?
you're making a big mistake.
must go on.  must find ock.  sl 270 plutonium.  must get that crazy old loony.  before he gets to the plutonium.  toxic dump.  where are the toxic dumps?
got to find ock.  got to find the toxic dumps. oh! oh! oh.  yeah!
what's up, ock?
hey, you big ock, why don't you pick on someone your own size?!
hey, driver. could you follow that red vette for me?
flash thompson.  i never thought i'd be happy to see you.
sorry about that!
flash, i need your help.
you any good with this thing?
okay.  catch that vette!
new jersey has the largest toxic waste dump in the world.
he's looking for plutonium, my dear.  the car has to slow down.  it's in a traffic jam.
try to stay with me. i don't want to lose him!
bingo.
open that now, and you'll spoil christmas.
noooooooooooooo!
okay now, spidey. easy does it.
don't give up, spidey. don't give up.
empty.  now what do i do?
well, so far so good. but i can't hold on much longer.
oh, come on, ock, be a good sport. let's talk this over face to face.  throw me a line.
professor rosomorf, it's no good, double dealing.  why did you help him?
stop the car. i have an idea.
do you have a dime?
listen, harry. you must get my paper before ock uses it.
he's got the plutonium, and he's on his way back to the lab! and he's got two prisoners with him.  liz and flash!
he can get to the power. electrical power.  to the max. nuclear power.  sl 270. and now, at the moment of full planetary conjunction. when all the planets line up with the sun.  maximum gravitational power. the conjunction is ock's final power source.
the only way we can interfere with ock's plan is to find a computer center.  fast.
yeah, but who's gonna work 'em?
then do it!
it's started. step on it professor, or we'll never make it.
stop the car! come with me.
i'm afraid we're too late.
don't listen to him professor roz.
roz!!! murderer!!!
let's have it, old boy! a bizarre duel takes place. the center pitches this way and that. spidey and ock move from foothold to foothold, from window to ledge to parapet.
liz!! ock seizes the opportunity to whack spidey across the head. spidey loses his footing but the building now lurches back and liz goes flying back inside. spidey ducks inside too and pulls the grate.
come on.
he's around, don't worry.  we'll find him.
i think we have to pull some of these cables. try those over there. i'll work on these. we gotta slow this thing down somehow. we got helicopters coming.
pull!
the power!
i don't know!!!
hold tight, liz, hold tight!
i can't control her. she's dropping too fast! alright.  let's go!
peter will be okay, i promise you.  let's go before it's too late.
maybe there's another way.
alright, keep moving, a step at a time!
we can't go back.
okay, have it your way.
go ahead. it's easier than it looks! we've got to try the fire escape.