PREVIOUSLY ON SPIDER-MAN:
I'M LOSING MY SPIDER-POWERS!
YOU'RE CHANGING INTO SOMETHING THAT WON'T BE HUMAN.
I CAME TO SEE YOU, PROFESSOR CHARLES XAVIER.
I'M MUTATING; INTO WHAT, I DON'T KNOW.
PETER.
I AM MICHAEL MORBIUS.
CHARMED.
IS IT A DATE?
YOU CAN CALL IT A DATE IF YOU WANT.
OH, NO. I'M LOSING IT AGAIN.
I DON'T KNOW WHERE PETER IS.
WHAT'S IN THE PURSE, HONEY?
NO!
THIS DOES NOT
BELONG TO YOU!
ARE YOU ALL RIGHT?
YOU SHOULDN'T BE OUT ALONE.
WOULD YOU KEEP ME COMPANY?
FELICIA.
I'M SORRY I MISSED OUR...
DATE?
WE CAN HAVE DINNER TONIGHT.
FELICIA'S HAVING DINNER WITH ME TONIGHT.
OH.
CIAO, PARKER.
YEAH, CIAO.
PLEASE, HELP ME!
WHAT TOOK YOU
SO LONG TO CALL ME FOR HELP?
I HAD TO BE REMINDED I NEED TO TURN TO MY FRIENDS.
SPIDER-MAN, SPIDER-MAN
RADIOACTIVE SPIDER-MAN
SPIDER-MAN
SPIDER-MAN
RADIOACTIVE SPIDER-MAN
( rock guitar solo )
SPIDER BLOOD
SPIDER BLOOD
RADIOACTIVE SPIDER BLOOD
SPIDER BLOOD
SPIDER BLOOD
RADIOACTIVE SPIDER BLOOD
( guitar solo )
SPIDER BLOOD
SPIDER BLOOD
RADIOACTIVE SPIDER BLOOD
SPIDER BLOOD
SPIDER BLOOD
RADIOACTIVE SPIDER BLOOD
SPIDER-MAN
SPIDER-MAN
I'VE BEEN RACING FOR MY LIFE-- RACING AGAINST TIME.
BUT NOW SOMEONE CAN STOP THE MUTATION
THAT'S EATING AWAY AT ME.
SHE'S BEEN WORKING ON THE CURE, AND SHE MAY HAVE FOUND IT.
( alarm bell ringing )
IT'S POSSIBLE THAT THIS IS SOME KIND
OF INNER-CITY MIDNIGHT SKI TEAM...
MOVE IT!
BUT I DON'T THINK SO.
( tires screeching )
LOOK OUT!
COME ON, LET ME GO!
PARTY'S OVER FOR YOU
CRASH DUMMIES.
FEELS LIKE I'M GETTING
A MASSAGE BY WOLVERINE...
FROM THE INSIDE.
( horn honking )
( grunts )
WHAT ARE YOU STOPPING FOR?
CHECK IT OUT.
SPIDER-MAN DON'T LOOK TOO GOOD.
HEY, IF WE ICE HIM, WE COULD BE HEROES.
WHAT'S THE MATTER? YOU SICK?
MAYBE YOU NEED TO GET YOUR SHOTS.
I CAN'T BELIEVE IT.
AFTER ALL THE SUPERVILLAINS I'VE FOUGHT
I'M GOING TO BE VENTILATED
BY A BUNCH OF STREET HOODS?
LET'S NAIL THE SON OF A GUN.
FREEZE!
TALK ABOUT DUMB LUCK.
( shouting )
WHO SAYS COPS ARE NEVER AROUND WHEN YOU NEED THEM?
HEY, SPIDER-MAN!
HE'S WEBBING OFF!
HE'S GETTING AWAY! STOP!
( gasps )
DO YOU EVER USE A DOOR?
UH-UH. DON'T BELIEVE IN THEM.
( groaning )
ARE YOU ALL RIGHT?
NO. PAIN IN MY SIDES
TELL ME SOME GOOD NEWS.
LOOK AT THIS.
MY NEW SERUM
SEEMS TO REVERSE THE MUTATION PROCESS.
THE CELLS IN YOUR BLOOD SAMPLE
ARE RETURNING TO NORMAL.
YOU FOUND A CURE?
MAYBE.
THEY'RE NORMAL NOW
BUT WHO KNOWS WHAT WILL HAPPEN IN TIME.
WE HAVE TO WAIT.
I CAN'T WAIT. DOC CONNORS SAID
I COULD MUTATE INTO SOME MONSTER ANY DAY NOW.
BUT IF MY CALCULATIONS ARE WRONG, THIS SERUM
COULD REMOVE YOUR SPIDER-POWERS
OR DESTROY YOU.
IS THAT WHAT YOU WANT?
WHAT I WANT
IS TO BE MY OLD SELF AGAIN.
YOU MUST GIVE ME THAT NEW SERUM.
I CAN'T, NOT IN GOOD CONSCIENCE.
YOUR CONSCIENCE DIDN'T KEEP YOU
FROM USING AN UNTESTED FORMULA
ON YOUR BOYFRIEND, SERGEI KRAVINOFF
AND WHEN A TOXIN IN THE SERUM
TURNED HIM INTO THAT MADMAN, KRAVEN THE HUNTER
YOU FOUND A CURE, AND MADE HIM NORMAL AGAIN.
IF ANYONE CAN HELP ME, YOU CAN.
NOW, PLEASE, HAND ME THAT SERUM
OR I'LL FIND IT MYSELF!
WAIT. YOU'RE NOT BEING RATIONAL.
Spider-Man: JUST GIVE ME WHAT I NEED!
SPIDER-MAN, DON'T!
LOOK AT YOURSELF.
YOU'RE ACTING LIKE THE MONSTER
YOU DON'T WANT TO BECOME.
YOU'RE RIGHT.
WHAT AM I DOING?
NO MORE VIOLENCE. HERE, TAKE IT.
I'M SORRY. FORGIVE ME.
NO APOLOGIES
NOT AFTER ALL YOU DID FOR ME AND SERGEI
BUT AS YOUR FRIEND
I'M WARNING YOU--
TAKING THIS SERUM COULD BE A BIG MISTAKE.
I'LL BE CAREFUL, I PROMISE.
SPIDER-MAN, FREEZE!
NO! DON'T HURT HIM!
I'M GLAD DOC CONNORS
IS LEAVING THE LAB OPEN IN THE EVENINGS
BUT IF YOU GO BACK IN TONIGHT
YOU'LL BE THERE TILL DAWN.
OF COURSE.
MICHAEL, YOU'VE ALREADY WORKED ON YOUR
NEOGENICS EXPERIMENT
FOR 24 HOURS STRAIGHT.
DON'T YOU EVER SLEEP?
NOT WHEN I COMPETE.
WHILE THE REST OF YOU SNORE
I SHALL LEAP AHEAD.
WELL, I'M NOT GOING TO...
( yawns )
PASS OUT INTO A PETRI DISH.
I'M GOING HOME TO BED.
THANKS FOR DINNER.
SLEEP WELL, DEBRA.
SLEEP THE SLEEP OF THE DEARLY DEPARTED.
Parker: I CAN UNDERSTAND DR. CRAWFORD BEING CAUTIOUS ABOUT THIS SERUM.
WHAT IF IT MAKES ME LOSE MY POWERS, OR WORSE?
THINK I'LL SEE WHAT IT DOES TO MY BLOOD
OUTSIDE MY BODY FIRST.
( glass shattering )
WHAT WAS THAT?
BETTER NOT TAKE ANY CHANCES.
SO THAT WAS YOU, MICKEY.
YOUR TABLE MANNERS ARE ATROCIOUS.
WELL, BACK TO WOR...
( yelling )
IT HURTS MORE THAN BEFORE.
WELL, THAT'S ALL FOR TONIGHT, FOLKS.
WHAT ARE YOU UP TO, PETER PARKER?
AMAZING!
PERSONAL SCIENCE LOG, ENTRY 814.
ACCORDING TO COMPUTER ANALYSIS
PARKER'S SAMPLE OF ENGINEERED D.N.A.
MIGHT GIVE A PERSON TREMENDOUS POWER.
THIS BRILLIANT WORK WILL WIN PARKER
THE JOB AS CONNORS' RESEARCH ASSISTANT
UNLESS I FIGURE OUT HOW HE DID THIS.
NOTHING MUST STOP ME FROM BEATING HIM.
( screams )
HELLO?
HELLO? IS ANYBODY HERE?
HELLO!
HEY..!
MICHAEL!
YOU WERE EXPECTING MAYBE BELA LUGOSI?
VERY FUNNY.
SEE IF YOU WERE EXPECTING THIS.
WHY GO TO ALL THE TROUBLE TO SET THIS UP?
IT WAS NO TROUBLE.
I BORROWED...
YOU MEAN PILFERED.
BORROWED THE EQUIPMENT FROM DR. CONNORS' LAB.
I WILL RETURN IT BY THE TIME HE'S BACK.
IS THIS AN ACTUAL NEOGENIC DEVICE?
ONE OF THEM.
AND THE SCHOOL IS KIND ENOUGH
TO SUPPLY THE POWER
WITHOUT THEIR KNOWLEDGE, OF COURSE.
DOESN'T THAT MAKE YOU FEEL JUST A LITTLE GUILTY?
NOT AT ALL.
THIS SCHOOL WILL BENEFIT IF WE GET THE GRANT MONEY.
WOULDN'T IT BE EASIER TO WORK IN THE SCHOOL'S LAB?
WHY ALL THIS SECRECY, MICHAEL?
BECAUSE IN AMERICA
THOSE WHO SUCCEED MUST HAVE AN EDGE.
I DIDN'T REALIZE WINNING THAT RESEARCH JOB
WAS SO IMPORTANT TO YOU.
YOU ARE WEALTHY.
YOU DO NOT KNOW THE POVERTY, THE SUFFERING, I HAVE SEEN.
MY VILLAGE WAS A BEAUTIFUL PLACE
BEFORE THE APPEARANCE OF A MYSTERIOUS VIRUS.
NOW IT IS BEING DESTROYED.
IT HAS NO ONE OF WEALTH
NO ONE OF PRIVILEGE TO RESCUE IT.
I PROMISED MY COUNTRYMEN THAT I WOULD LEARN IN AMERICA
AND BE A SUCCESS.
THEN, ONE DAY, I WOULD RETURN WITH A CURE.
I CANNOT FAIL THEM.
MICHAEL, I HAD NO IDEA.
( screaming )
A BAT!
YES, I AM STUDYING THEM.
THIS ONE MUST HAVE GOTTEN LOOSE.
I SUSPECT THAT BATS CARRY AND SPREAD
THE HORRIBLE DISEASE THAT THREATENS MY PEOPLE
BUT THESE ARE ALL HEALTHY.
WHAT KIND ARE THEY?
VAMPIRES.
VAMPIRES? DON'T THEY FEED ON..?
YES, BUT OF SMALL ANIMALS ONLY
NOT PEOPLE
LIKE IN THE MOVIES.
RELAX, MY PRINCESS.
I WOULD NEVER LET ANYTHING HARM YOU.
YOU, I BELIEVE, MICHAEL.
IT'S THEM I DON'T TRUST.
MARY JANE-- I FEEL LIKE A HEEL
FOR NOT HAVING CALLED HER ALL WEEK
BUT WHAT CAN I SAY?
"HI. LET'S HAVE A RELATIONSHIP.
"BY THE WAY, I'M TURNING INTO A MUTANT.
NEXT TIME YOU SEE ME, I MIGHT LOOK LIKE YOUR LAST NIGHTMARE."
HEY, ISN'T THAT PETER PARKER?
PETER!
HMM. GUESS HE DIDN'T HEAR YOU, M.J.
OR HE DIDN'T WANT TO HEAR ME.
I THINK HE'S BEEN AVOIDING ME, LIZ.
IF A MAN AVOIDS A MAJOR BABE LIKE YOU
IT CAN ONLY MEAN ONE THING.
WHAT?
HE ISN'T HUMAN ANYMORE.
YEAH, RIGHT.
PERSONAL SCIENCE LOG, ENTRY 827.
GETTING NOWHERE.
ALL MY ATTEMPTS TO TRACE THE ORIGIN OF THIS D.N.A.
HAVE PROVEN NEGATIVE.
I HAVE GOT TO KNOW HOW PARKER CREATED IT!
I WILL EXPOSE THE LAST OF THIS MUTATED PLASMA SAMPLE
TO THE NEOGENIC PROCESS TO DISASSEMBLE ITS COMPONENTS.
IT IS A DANGEROUS STEP
BUT THERE IS SO LITTLE TIME.
I AM NOW ACTIVATING THE NEOGENIC RE-COMBINATOR
AND I'M GOING TO ATTEMPT TO MATHEMATICALLY
ANALYZE THE MUTATIONS THAT OCCUR
IN THE GENETIC STRUCTURE OF THE BLOOD.
THESE NUMBERS...
THEY MAKE NO SENSE.
WHAT IS CAUSING..?
NO! NO!
GET OUT OF THERE!
AH! NO! LET GO! AH!
MY HAND!
( screaming )
( screeching )
THE PAIN! AH!
MY PAIN'S GONE FOR THE MOMENT.
HOW CAN I LIVE WITHOUT WEB-SLINGING?
BUT TONIGHT
JUST EXERCISE.
NO CRIME-FIGHTING.
THE PAIN'S TOO UNPREDICTABLE.
HEY, BRUCE, WHAT DO YOU THINK?
IT'S NOT WRONG TO WANT TO KEEP MY POWERS.
KNEW YOU'D AGREE.
Morbius: PERSONAL SCIENCE LOG.
THE BITE FROM THE BAT SOMEHOW MADE ME FEEL STRONGER.
I FEEL ENERGY
SURGING THROUGH ME.
I CAN HEAR EVERY HEARTBEAT AROUND ME
AND I CAN DEFY GRAVITY.
( laughing )
INCREDIBLE.
NO!
MY FACE!
SKIN TRANSLUCENT, NASAL STRUCTURE DISTORTED.
I HAVE GOT TO REVERSE THIS.
THERE IS SOMETHING ELSE.
I FEEL A HUNGER!
DR. CRAWFORD TRIES TO HELP ME, I RUN AWAY
JUST LIKE I'VE RUN AWAY FROM MARY JANE.
DO WE SENSE A PATTERN HERE?
I FINALLY FIGURED OUT WHAT I'M MUTATING INTO--
A REAL JERK.
( growling )
NO! NO!
PLEASE! DON'T!
I KNOW WHAT I HAVE TO DO.
I'M GOING BACK TO DR. CRAWFORD'S SO SHE CAN FINISH HER TESTS
AND I'LL SPEND MORE TIME WITH M.J.
I NEED HER NOW MORE THAN EVER.
I WONDER IF SHE'S STILL ON CAMPUS.
( man screaming )
( moaning )
SOMEBODY CALL AN AMBULANCE!
THIS GUY LOOKS REALLY SICK.
NOW I KNOW WHAT THIS HUNGER IS.
LIKE THE VAMPIRE BAT WHOSE GENES
I HAVE INHERITED
I HUNGER FOR PLASMA.
I TOOK IT THROUGH MY HANDS.
I COULD FEEL IT COURSING THROUGH HIS SKIN
RIGHT INTO MY FINGERS
AND AS REPULSIVE AS IT WAS
I MUST HAVE MORE.
( screams )
( screaming )
PLEASE, DON'T! NO!
BACK OFF!
WHAT DO YOU THINK YOU'RE UP TO, CREEP?
STAY AWAY!
THAT WEIRDO CAN FLY?
WHERE'D THAT REFUGEE
FROM THE ROCKY HORROR PICTURE SHOW GO?
WHOA!
YOU'RE STRONG.
IT'S A GOOD THING
YOU DON'T HAVE MY SPIDER-AGILITY.
THE PAIN!
NOT NOW!
( groaning )
NO!
( groaning ): THE PAIN IS EXCRUCIATING.
NO! I CANNOT!
HE'S GONE.
HE HAD ME TOTALLY AT HIS MERCY
BUT HE CHOSE NOT TO HARM ME.
WHO WAS HE?
HOW WOULD I EVEN
BEGIN TO FIND OUT?
HUH?
WHAT'S THIS DOING HERE?
Michael: I have got to know how Parker created it.
( fast forwarding )
Michael: ...the bite from the bat.
somehow made me feel stronger.
Now I know what this hunger is.
Like the vampire bat whose genes I have inherited.
I hunger for plasma.
MICHAEL MORBIUS?
MESSING WITH A STOLEN SAMPLE OF MY BLOOD?
I NEVER SHOULD HAVE LEFT IT AT E.S.U.
NOW MORBIUS IS IN THE SAME NEOGENIC NIGHTMARE
I'M IN.
IF I CAN'T SAVE MYSELF
AT LEAST I CAN TRY TO SAVE HIM.
WHY IS IT THAT EVERYTHING I TOUCH--
EVERYTHING THAT TOUCHES ME IS POISONED?
WHATEVER HAPPENED TO MORBIUS, IT DIDN'T HAPPEN HERE.
HIS DORM ROOM IS NORMAL TOO
BUT HE HAD TO MAKE HIS TRANSFORMATION SOMEWHERE.
WHERE COULD HE BE?
AND WHAT'S HIS NEXT MOVE?
WHERE WOULD I GO IF I WERE HIM?
IN A WAY, I AM HIM.
SO HOW DO I FEEL?
DEEP INSIDE, I WISH I HAD SOMEONE CLOSE TO TALK TO
SOMEONE TO HELP ME GET THROUGH IT.
MORBIUS MUST WANT THE SAME.
FELICIA...
I'M REALLY SORRY I MISSED OUR...
DATE?
IT'S OKAY, PARKER.
MAYBE WE CAN HAVE DINNER TONIGHT.
FELICIA'S HAVING DINNER WITH ME TONIGHT.
OH.
CIAO, PARKER.
SURE. CIAO.
GOOD-BYE, PARKER.
FELICIA!
MORBIUS WILL GO TO FELICIA!
( doorbell rings )
PARKER.
YOU LOOK TERRIBLE.
HAS MICHAEL BEEN HERE?
NOT TONIGHT.
DO COME IN.
SOMETHING'S HAPPENED TO MICHAEL.
KEEP AWAY FROM HIM.
WHAT ARE YOU TALKING ABOUT?
FELICIA, I KNOW IT SOUNDS WEIRD
BUT YOU'VE ABSOLUTELY GOT TO STAY AWAY FROM HIM.
HE'S DANGEROUS.
I NEVER WOULD HAVE BELIEVED IT.
I THOUGHT YOU WERE BIGGER THAN THIS.
WHAT ARE YOU TALKING ABOUT?
YOU'RE JEALOUS.
WHAT?!
YOU'VE COME TO SCARE ME
INTO NOT SEEING MICHAEL.
YOU MUST BE CRAZY TO THINK I'D FALL FOR THIS.
NOW GET OUT
BEFORE I CALL THE POLICE!
( door slams )
WHOA! OF ALL THE NERVE!
( wind howling )
( eerie voice ): FELICIA...
( gasps )
( Felicia screaming )
YOU MUST... HELP ME.
PLEASE.
( whimpers )
I HUNGER...
NO... NEVER HURT YOU.
( both grunting )
MICHAEL, YOU NEED HELP.
HOW DO YOU KNOW..?
( grunts )
MORBIUS.
COME BACK!
HE'S NOT AS STRONG AS BEFORE.
MAYBE HE'S GETTING WEAK FROM LACK OF PLASMA.
I HOPE THAT'LL EVEN THE ODDS.
I NEED ALL THE HELP I CAN GET.
( groaning ): MORBIUS!
WAIT!
HE'S HEADED BACK TO HIS FEEDING GROUND...
THE UNIVERSITY.
FEELS... SO WEAK.
I... NEED MORE PLASMA.
( grunts )
( both grunting )
( both yelling )
I'LL FEED ON YOU!
YOU DON'T WANT TO FEED ON ME.
YOU DON'T KNOW WHERE I'VE BEEN.
( Morbius screaming )
MICHAEL!
( groaning )
INCREDIBLE.
HE'S COMPLETELY NORMAL AGAIN.
THE SUN MUST HAVE DONE IT.
HEY! WHAT HAVE YOU DONE TO THAT KID?
STOP!
SPIDER-MAN!
DON'T HURT ME.
I WON'T HURT YOU, MICHAEL.
I WON'T HURT ANYONE ANYMORE.
YOU'VE HELPED ME MAKE MY DECISION.
I'M GOING TO TAKE DR. CRAWFORD'S SERUM.
Felicia: PLEASE, I'M HERE TO SEE
THE PATIENT-- MICHAEL MORBIUS.
HE'S... GONE.
FELICIA...
OH, NO!
Nurse: HE COULDN'T HAVE LEFT ON HIS OWN.
HE WAS COMATOSE.
SO SOMEBODY TOOK HIM?
HOW? NOT THROUGH THE WINDOW.
WE'RE ON THE SIXTH FLOOR.
WAIT. THAT'D BE NO PROBLEM FOR SPIDER-MAN.
HE PUT MICHAEL HERE IN THE FIRST PLACE.
WHAT IF HE'S KIDNAPPED HIM?
Cop: PUT OUT AN A.P.B.!
SPIDER-MAN'S GONE TOO FAR!
( phone ringing )
YES?
Sergie...
AT FIRST THE SERUM SEEMED TO MAKE THE CELLS NORMAL
BUT JUST NOW, THEY MUTATED LIKE CRAZY!
IF SPIDER-MAN TAKES IT
IT'LL CHANGE HIM ALMOST IMMEDIATELY.
( groaning )
I THOUGHT THAT THE SERUM WAS GOING TO HELP ME
BUT THE PAIN...
IT'S EXCRUCIATING!
( screaming )
NO! NO!
