1. Spider-Man.
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2. Spider-Man.
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3. Wow!
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4. Spidey sure is something, isn't he?
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5. Hey, look, it's him.
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6. The real Spider-Man.
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7. Hey, Spidey!
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8. Hi.
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9. Oh, no!
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10. What dummy put a billboard
on the Daily Bugle roof?
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11. Hmm... I don't need
three guesses to answer that.
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12. No, sirree!
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13. They don't make heroes
like Captain America any more.
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14. But, Mr. Jameson, I thought
you hated masked crime fighters
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15. more than spinach.
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16. Get this, Parker!
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17. Cap isn't a masked menace,
like that Spider-Man weirdo.
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18. He's a real American hero.
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19. Maybe the greatest hero
this nation has had
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20. since Herbert Hoover.
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21. How well I remember Cap
back during World War II,
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22. and how he almost won the war
single-handedly.
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23. Why, Jonah, you sound like Cap
was a boyhood idol of yours.
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24. He still is, Robbie.
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25. All of you, let's go
to the screening room.
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26. The Legend of Captain America!
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27. The world was being torn apart
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28. by a great global war.
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29. The United States needed a hero,
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30. an invincible super soldier.
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31. And that hero appeared,
in a star-spangled costume.
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32. His name...
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33. Captain America!
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34. His deadliest foe,
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35. the monstrous Red Skull.
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36. When, in 1945, the wars end,
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37. there was a fateful explosion
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38. which hurled Captain America's
unconscious body into the sea.
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39. There, he was frozen alive,
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40. remaining in a state
of suspended animation,
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41. until many years later,
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42. the ice finally melted,
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43. and Captain America
returned to renew his struggle
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44. for justice and liberty.
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45. Fantastic!
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46. But, Mr. Jameson, we all know
how great Captain America is.
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47. Precisely, Ms. Brant,
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48. which is why all of New York will turn out
for the special day I conceived.
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49. Captain America Day!
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50. Captain America Day?
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51. Why I can't think of anyone,
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52. except maybe that weasel-y wall-crawler,
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53. who wouldn't come out
to honor Captain America.
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54. Master?
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55. You may enter, Dr. Niemann.
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56. The machine is completed, Herr Skull,
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57. but again, I must protest its use.
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58. And for the last time, Doctor,
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59. I warn you against protesting
anything that concerns
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60. the Red Skull!
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61. Be grateful I allow someone
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62. as weak and unsightly
as yourself to live,
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63. even if it is only to serve me
by inventing ingenious gadgets.
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64. Yes, Herr Skull.
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65. Devices which I shall utilize,
Dr. Niemann,
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66. in my final and glorious defeat
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67. of my accursed foe, Captain America.
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68. And it will occur upon that day
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69. when Captain America is to be honored.
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70. Fitting, is it not?
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71. Yes, Herr Skull.
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72. - Shall I fetch your weapons, master?
- Yes.
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73. But first, comb your hair.
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74. Your lack of grooming is intolerable.
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75. What a day!
Sure makes you proud to be an American.
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76. Yes, sir.
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77. Now get out there, Parker,
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78. and take some great pictures
of Cap and me together.
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79. Right, but you better
practise your smile, J.J.
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80. Huh? Oh, right.
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81. Mr. Jameson, publisher
of the Daily Bugle?
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82. Yes, but if you want an autograph, I'm...
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83. I'm very busy right...
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84. Funny, isn't it?
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85. Captain America puts on a mask,
does his thing,
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86. and even old prune face Jameson loves him.
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87. But when a guy like Spider-Man
does the same thing,
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88. people call him a menace.
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89. Why, Peter, you sound like
Spider-Man's press agent.
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90. People of New York,
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91. in this age of
newly awakened patriotism,
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92. it is my honor and privilege,
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93. to officially open our first,
but not last,
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94. Captain America Day!
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95. Uh-oh, according to my spider sense,
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96. we've got trouble.
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97. And now, here's the man
we've all been waiting for.
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98. The living legend of World War II,
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99. the star-spangled defender,
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100. Captain America!
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101. Yeah! Captain America!
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102. Way to go, Cap!
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103. Let's hear it!
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104. What a guy!
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105. Our hero!
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106. Hey, Betty, I'm out of film.
Got to find a camera shop fast.
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107. But, Peter,
I brought along lots of film.
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108. Mr. Jameson, people of New York,
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109. I appreciate, but really don't deserve,
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110. this great honor.
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111. For once, I agree,
you sanctimonious, patriotic swine.
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112. What? That voice. You're not Jameson.
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113. But hardly.
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114. - It's the Red Skull!
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115. Everyone, keep back.
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116. I'll handle the Red Skull.
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117. Indeed, this battle
must be waged by just the two of us.
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118. So, allow me...
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119. - Look out!
- To disperse this rabble.
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120. - Run!
- Get out of here!
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121. And now, you star-spangled fool!
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122. Any more surprises, mad man?
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123. Now's my chance to show
that Spidey's no piker
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124. when it come to heroics.
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125. An old weapon this time, Captain...
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126. Gas.
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127. Hey, what the blazes is going on here?
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128. You'll have to do better than that, Skull.
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129. Heads up, people, it's bargain day.
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130. Two masked do-gooders for the price of...
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131. Oof!
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132. Spider-Man...
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133. Thank you, web-head.
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134. Now, sleep while you can, Captain America.
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135. Your nightmare is just beginning.
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136. Anybody get the number
of that Sherman tank?
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137. Uh-oh.
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138. My spider tracer will track him.
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139. You traitor!
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140. Huh? Who, me?
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141. It's your fault our great hero
was captured by the Red Skull.
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142. In fact, you and that skull-faced cretin
are probably partners!
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143. I used to think Mr. Jameson
was wrong about you, Spider-Man.
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144. But now...
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145. Spider-Man let him get away!
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146. - Spider-Man's a traitor!
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147. Hmm, seems this isn't quite the time
for an explanation, so...
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148. You can run away from us, traitor,
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149. but you can't run away from the truth!
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150. Do you hear me, Spider-Man?
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151. Read it in the Bugle!
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152. How Spider-Man helped the Red Skull
capture Captain America!
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153. Read all about it!
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154. And now we know that Spider-Man
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155. isn't simply a masked criminal,
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156. he's also a cowardly turncoat,
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157. a sell-out and the worst traitor
since Benedict Arnold!
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158. Hey, where are you going
with your Spider-Man collection?
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159. Sitting around moping
isn't doing any good.
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160. I've got to find Cap.
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161. It's a good thing I planted
one of my handy dandy
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162. spider tracers on his shield.
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163. Look, there he is!
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164. There's that miserable wall-crawler!
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165. - Get him!
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166. Go back where you came from, you creep!
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167. At least old glory
hasn't turned against me.
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168. There he is!
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169. And on top of everything else,
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170. he's now ripped up the flag!
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171. Uh, I'd like to stick around
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172. and recite the Pledge of Allegiance
or something,
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173. but I have a hunch you wouldn't listen.
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174. Stop him!
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175. Your star ship
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176. and your other inventions worked
most admirably today, Dr. Niemann.
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177. Pray that your latest creation
works equally well tonight,
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178. when I use it on my helpless captive.
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179. Yes, Herr Skull.
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180. And I wonder, Robbie,
if maybe Mr. Jameson is right.
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181. Maybe deep down inside,
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182. Spider-Man was jealous
of Captain America.
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183. Maybe without realizing it,
Spider-Man wanted Cap to be captured.
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184. Well, I'm no psychologist, Peter,
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185. but I know there's only one way
for Spider-Man to clear himself.
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186. Yeah, but how can Spidey rescue Cap
when he can't even be seen in public?
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187. Well, I'm sure he'll think of something.
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188. Disguised as Cap, maybe I can get around
and track my spider tracer.
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189. Hmm, it's not the greatest fit,
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190. but all of us crime-fighters can't afford
designer's long johns.
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191. Mmm, maybe in the dark,
nobody will notice.
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192. Okay, Cap,
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193. for you and Uncle Sam,
I'll take you, but, boy,
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194. that costume is sure a lousy fit.
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195. And I'll never forget
when you gave that gung-ho
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196. pep talk to the Joes
in my fighter squadron, Cap.
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197. Man, it seems like only yesterday...
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198. My spider tracer.
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199. Hold it! This is where I get off.
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200. Hey, Cap, wait!
You forget your parachute!
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201. Before we put my plan of vengeance
into its final phases, Captain,
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202. allow me to treat you
to this demonstration.
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203. But see what occurs
after Dr. Niemann
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204. subjects those animals
to his latest contraption.
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205. All right, Dr. Niemann, you may begin.
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206. Niemann's scientific miracle
is quite obvious, Captain America.
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207. The dog and the cat have,
to put it simply,
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208. exchanged minds.
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209. The cat's mind now inhabits
the body of the dog,
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210. and vice versa.
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211. Imagine what the outcome will be
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212. when the two of us are subjected
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213. to this full-scale
mind transfer machine!
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214. No. You can't mean...
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215. Oh, but I do, Captain.
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216. Consider the possibilities.
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217. Your mind
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218. trapped inside
the body of the Red Skull,
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219. locked away in one of this castle's
stinking dungeons,
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220. while the mind of the Red Skull
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221. inhabits the powerful body
of everyone's favorite hero,
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222. Captain America.
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223. With your body and my brain,
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224. there is nothing
I cannot accomplish,
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225. including the total domination
of your beloved country.
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226. This is it...
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227. Unless a lot of people
park their Skull ships
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228. on the roofs of their castles.
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229. Herr Skull, one of the photoelectric cells
has been interrupted.
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230. We have an intruder.
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231. Very well.
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232. Activate your security devices.
That's what they're for.
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233. We have more urgent matters.
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234. Wow, the Skull probably
bought this place from Dracula,
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235. or some werewolf.
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236. So far, this has been
a piece of... cake?
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237. The price of cake just went up.
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238. Let's see, how would
the real Cap handle this?
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239. So much for questions.
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240. Just what I figured.
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241. Any knight that heavy had to be a robot.
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242. Yike!
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243. Darn! One more year when I don't make
the best-dressed list.
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244. It's a walking cigarette lighter.
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245. Tsk, tsk, LEGO playmate.
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246. What would Smoky the Bear say?
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247. Let's try that again, iron man,
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248. Spider-Man style.
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249. Now, where do I find skull-face?
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250. Sounds like it's coming
from the other side.
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251. No, the Skull couldn't be using
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252. the old secret passage
behind the bookcase gag, could he?
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253. Well, I never said
that Skull was original.
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254. Evil, yes, but original, uh-uh.
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255. Please, master,
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256. I beg you not to use
my machine for this.
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257. I invented it to help mankind,
not destroy it!
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258. I'll fight it, Skull,
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259. as long as there's a trace
of strength left in me.
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260. I suggest you save your strength, Captain.
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261. I do not wish to inhabit a tired body.
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262. Please, master! This is wrong.
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263. This isn't what I intended. I...
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264. You?
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265. You are nothing.
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266. You are an ugly, whining weakling.
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267. Increase the power!
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268. In just another few more moments,
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269. the transfer of my mind into
Captain America's body will be completed.
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270. This is what I've dreamed of.
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271. Now do it!
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272. Yes.
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273. As you command, Herr Skull.
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274. Hey, Cap! Think fast.
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275. Niemann, you blundering fool!
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276. The crawling creep!
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277. The time has finally come, Dr. Niemann,
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278. to employ the last of your deadly devices.
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279. No!
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280. Move, youngster, double time.
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281. You cannot outrun me, insect!
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282. Can't blame a guy for trying, Skullsy.
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283. So, we are back again,
just the two of us.
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284. What am I, chicken liver?
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285. Just joking. If you guys want to be alone,
it's okay with me.
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286. I beat you before, and I'll do it again.
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287. No...
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288. You swine!
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289. Have a seat
in the barber's chair, bonehead.
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290. But tell him not to take
too much off the top.
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291. Thanks, Spider-Man.
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292. Guess we can still get home in time
to watch the late late show.
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293. No...
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294. Our battle is not near over.
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295. I, I, I beg to disagree, master.
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296. Too late, Cap.
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297. With no body to receive
the Skull's mind,
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298. that mind vanished into the air.
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299. Now it's a harmless,
disembodied spirit.
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300. That's the only decent act
I've ever done.
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301. The Red Skull will not rise again.
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302. He should not have called me ugly
and all those other names.
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303. You proved to me
you're A-okay, Spider-Man,
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304. - and a real American.
- Thank, Cap.
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305. In fact, I may just suggest
to a certain newspaper publisher
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306. a Spider-Man Day.
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307. Yeah? No fooling?
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308. Hey, I think I'd like that.
In fact, we could...
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309. Uh, on second thought,
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310. I'd probably have
to shake hands with Jameson.
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311. It just wouldn't be worth it.
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312. Keep 'em flying, Cap!
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