1. Spider-Man.
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2. Spider-Man.
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3. Evening, folks.
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4. Need an assist
from a friendly wall-crawler?
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5. Spider-Man, it's that cat burglar
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6. we've been trying to capture all month.
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7. We know he's hiding out here some place.
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8. He could be anywhere in these shadows.
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9. Hmm...
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10. Good old spider sense.
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11. OK, guys!
The cat's been chased up a tree.
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12. Hey, what the... Oof!
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13. Hey, I give up!
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14. Just get me out of here!
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15. Tonight, you proved that you're not so bad
after all, Spider-Man.
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16. In fact, I'm going to
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17. do my best to get you
a citation for your heroism.
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18. Thanks, officer,
but I really can't stick around.
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19. My aunt wants me to be home by 8:00 sharp.
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20. Oh, Peter, dear. You're right on time.
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21. I wouldn't stand up
my favorite girl.
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22. Now, what's this surprise you said
you were planning for me at 8:00?
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23. Just get comfy in your Uncle Ben's
E-Z chair and you'll see.
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24. And now, the new adventures
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25. of The Mighty Avengers!
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26. You wanted me home
to see a TV cartoon show?
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27. Oh, I know how you enjoy
adventure programs, and this is one
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28. about nice people with strange powers.
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29. Not nasty people,
like that scary Spider-Man.
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30. - Don't put him in here!
- Yeah, put him in the hole!
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31. This cozy cell
should keep you safe from them,
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32. Mr. Cat Burglar.
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33. Not too popular
with the other cons, are you?
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34. So, my cell-mate's
the notorious chameleon,
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35. master of disguise.
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36. Judging by the reception you just got,
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37. you're somewhat of a celebrity yourself.
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38. That's 'cause they know
I'm related to the guy
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39. who's partly responsible
for most of us being here.
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40. Oh, how's that?
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41. It was back in the days
when a certain wall-crawler
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42. was just starting his career.
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43. Back then, all he wanted to be
was a big-time TV star.
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44. So, leave the crook catching
to the sucker super heroes, Spider-Man.
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45. Stick with me,
and I'll make you a millionaire.
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46. Sometime later, a thief was robbing
the house of Ben and May Parker,
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47. with old Ben having himself
a fatal accident.
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48. He might have gotten away with it,
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49. except for that crummy wall-crawler.
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50. He seemed to take it personally.
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51. You'll never escape again,
murderer!
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52. Ahh! Oof!
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53. To the web-spinner's surprise,
the guy who wasted
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54. Ben Parker was the same guy
he let escape at the TV studio.
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55. That's when Spider-Man started using
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56. his powers to fight crime.
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57. I know all this because
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58. that guy was my cousin.
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59. The guy who started Spider-Man
on his crime-fighting career.
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60. Hmm, you know, fate must have
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61. made you my cell-mate.
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62. For a long time I've been
planning to take over.
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63. New York's criminal underworld.
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64. But there's one major element
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65. that's forever standing
in my way, Spider-Man.
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66. But getting rid of Spider-Man
by force has always failed.
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67. Now, perhaps, there's a more subtle way
of eliminating the wall-crawler.
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68. Ben Parker's nephew,
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69. Peter, always manages
to get the best news photos
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70. of Spider-Man for The Daily Bugle,
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71. and Peter lives with his old aunt,
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72. Ben's widow, May Parker.
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73. Yeah, yeah, how very interesting.
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74. You men seem to be doing well tonight.
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75. - Oh, Hi, warden.
- Thanks, warden.
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76. - I'm going home early, Sam.
- Yes, sir.
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77. See you tomorrow, warden.
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78. So, what happens now, Chameleon?
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79. We wait, Colleen,
and we plan the extermination of
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80. a most meddlesome insect.
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81. Excuse me.
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82. But would you mind if I sat with you?
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83. Oh, please do.
I'm just waiting here for my nephew.
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84. My name is Colleen Clark.
I come here often.
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85. It's so, so comforting
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86. since I've been left alone.
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87. I understand, Colleen.
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88. - I'm a widow too.
- Yes.
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89. Oh, my!
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90. But that's a fine-looking gentleman
over there.
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91. Oh... Oh, my stars! It's Ben!
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92. My husband Ben.
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93. Ben, dear, wait! Don't go away!
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94. Right on time again, Aunt...
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95. Aunt May, what's wrong?
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96. I, I saw your Uncle Ben.
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97. He went into the other gallery.
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98. Be right back.
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99. Uh, sir, did a man
just come in to this room?
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100. Uh, no one at all.
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101. Thank you.
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102. Maybe your husband's spirit
wants to tell you something.
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103. His, his spirit?
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104. I know a man
who might be able to help you...
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105. A spirit medium.
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106. The great Mentarr?
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107. I'm sorry, Aunt May,
but no one saw anyone.
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108. I did. I saw Ben.
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109. I appreciate you bringing me here,
Colleen.
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110. Thank you so much.
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111. I do hope you find your answer here, May.
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112. I'll call you later. Oh, thanks again.
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113. Mrs. Parker?
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114. The Great Mentarr has been expecting you.
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115. You know my name?
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116. This way, Mrs. Parker.
Through the doorway.
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117. Oh, thank you, dear.
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118. I won't deceive you.
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119. Mrs. Clark phoned
that you were coming, and why.
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120. Please.
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121. You wish to contact
your beloved husband's spirit.
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122. Concentrate on him
with all your mind and heart.
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123. OK, Mentarr, get ready to win an Oscar.
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124. Oh, spirit world,
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125. I request a sign that you hear me.
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126. We wish to contact
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127. the spirit of Benjamin Parker.
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128. Now concentrate, Mrs. Parker.
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129. May!
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130. May, dear!
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131. I knew you'd come.
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132. I can't rest, May...
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133. Ben! What's wrong, dear?
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134. I should be alive.
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135. But because of Spider-Man, I'm not.
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136. - Because of Spider-Man?
- Yes.
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137. I cannot rest.
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138. But there must be some way
you can find peace, Ben.
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139. Spider-Man must be
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140. made helpless,
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141. and turned over to Mentarr!
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142. Remember!
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143. If not for Spider-Man,
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144. I'd be alive today!
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145. Ben!
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146. The psychic contact
has been broken, Mrs. Parker.
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147. The seance is over. I'm sorry.
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148. But, perhaps this spirit amulet necklace
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149. will help you contact Benjamin again.
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150. It is my gift to you,
Mrs. Parker. Wear it.
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151. Wear it always.
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152. That scent. It's very pleasant.
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153. Peter, you've met Spider-Man.
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154. Do you think I might some time soon?
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155. But I thought the wall-crawler scared you.
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156. Oh, maybe The Bugle was fibbing
when it said Spider-Man is bad.
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157. After all,
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158. the police department
is giving him an award.
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159. Well, if you really want to meet him,
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160. how about tonight?
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161. Now, he said he'd be here
in a little while.
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162. Sorry I have to study at the library.
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163. Hope you two get along.
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164. Spider-Man,
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165. won't you come in to my parlour?
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166. I changed the bulb, Mrs. Parker.
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167. That's nice. I've been waiting
for Peter to do that for weeks.
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168. The doctor said one of these
would make me sleep.
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169. I wonder how many
a Spider-Man would have to take.
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170. Here we are, homemade cookies
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171. and ice cold milk.
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172. Mm, looks good. Thanks, Mrs. Parker.
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173. - Here's to you.
- Here's to you, Ben.
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174. Huh?
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175. My spider sense...
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176. Oh, how awful!
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177. That milk was starting to go bad.
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178. And don't forget.
You promised to come back.
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179. I will.
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180. How did that, whatever it was,
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181. get into Aunt May's milk?
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182. Ah, the old lady blew it.
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183. She needs another visit from Ben.
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184. Oh, well, tomorrow's another day.
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185. All right, she turned in.
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186. Give her 10 minutes.
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187. Hypnotic fumes in the spirit
amulet necklace will help make.
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188. Ben's appearance totally real.
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189. May! May, my dear.
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190. Ben!
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191. Help me, May.
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192. Help me to find peace.
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193. Until Spider-Man is made helpless,
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194. I cannot rest!
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195. I'll help you rest, Ben.
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196. Remember our motto.
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197. If at first you don't succeed,
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198. try, try again.
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199. Bye, Aunt May.
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200. Say hello to Spider-Man for me
while I'm gone.
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201. You say the airport?
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202. Yeah, but you can let me off
at the corner.
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203. Sure. Huh?
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204. I don't see how I ever managed
to keep house without your help.
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205. You can set it down now, Spider-Man.
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206. You're the boss, Mrs. Parker.
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207. Oh, please, call me Aunt May.
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208. Have I got it where you want it?
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209. Let me just line it up. Let's see.
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210. - A little to the right.
- Sure.
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211. A little more. Perfect.
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212. Anything else? Hey!
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213. What happened?
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214. Oh, my heavens! It slipped. Oh!
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215. I'm all right.
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216. Uh, Aunt May, I think maybe we ought
to get some fresh air.
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217. Yes, good idea.
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218. You know some place
I've never been with lots of fresh air?
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219. The top of the Statue of Liberty.
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220. Huh?
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221. Sight-seers never get a view like this.
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222. How true, Spider-Man.
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223. On a clear day, you can see...
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224. No! I can't do it. I, I...
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225. Oh, I'm slipping!
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226. - Aunt May!
- Ah!
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227. Oh, one should never wear slippery shoes
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228. on top of the Statue of Liberty.
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229. That Parker woman has failed
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230. in her every attempt
to deal with Spider-Man.
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231. It's obvious she needs help...
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232. Help that will deal with her as well.
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233. OK, enough's enough. What's happening?
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234. Is my dear Aunt May getting...
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235. Is she going... Am I going...
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236. It's Ben!
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237. May, listen carefully.
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238. What's that?
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239. It will all be over tomorrow, May.
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240. Have Spider-Man here
a little before 12 noon, exactly.
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241. I'm trying, Ben.
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242. But something always seems to go wrong.
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243. Before noon tomorrow, Ben.
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244. I will, I will.
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245. I don't believe what I'm seeing.
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246. Got to get to the bottom of this.
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247. Tomorrow, I'll rest.
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248. Tomorrow.
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249. Tomorrow...
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250. Hey! Where is he?
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251. Well, I'm beginning to understand
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252. your reputation for rudeness, Spider-Man!
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253. But, but...
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254. Oh, never mind, Aunt May. I'm sorry.
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255. But nothing will stop me from being here
at noon tomorrow. I promise you that.
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256. Good.
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257. And today, the masked
crime fighter called Spider-Man
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258. receives an award
from the New York Police Department.
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259. Thanks, everybody.
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260. I really appreciate this,
but I have to go now.
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261. Honest. It's very important.
Thanks again, guys.
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262. I wonder who that is.
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263. Oh! Somebody left a present.
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264. "Congratulations, Spider-Man."
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265. Why, this must be
what Ben talked to me about.
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266. I must give it to Spider-Man
at exactly 12 noon.
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267. There he is, right on time.
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268. Press the button. We'll have
five seconds to get away.
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269. But the old lady. She'll caught in...
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270. Shut up and drive!
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271. [Spider-Man] All I want to know, Aunt May,
is what your special surprise is.
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272. Don't tell me.
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273. My spider sense tells me
this cake isn't for eating.
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274. It's for throwing!
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275. Your cake!
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276. I'm sure I'd have gotten
a big bang out of it.
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277. But right now, I'm going to
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278. get to the bottom of this case... Fast!
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279. Double darn you, Spider-Man.
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280. May Parker isn't finished with you yet.
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281. I think we lost him.
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282. [Spider-Man]
Three wrong thinks and you're out.
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283. No. You're out!
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284. Ahh... the old gas gag!
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285. Come on. We'll pick our time to fight.
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286. There's still dear Aunt May
in the meantime.
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287. Those spirit effects will detain him
long enough for us to get away.
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288. But the police will spot us.
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289. They'll only see the big hero
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290. they gave the award to today.
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291. Be very careful with that, ma'am.
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292. It's deadly on more than little insects.
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293. Yes, well, it's a very, very big spider.
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294. Then let's make tracks, Spidey.
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295. Why...
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296. - Now, what...?
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297. See you clowns next Halloween!
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298. Didn't think
they'd stick around for autographs.
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299. May! May, my dear!
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300. I can't rest.
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301. You will now, Ben.
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302. Help me, May. Help me to find peace.
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303. Remember, if not for Spider-Man,
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304. I'd be alive today.
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305. If not for Spider-Man.
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306. What? You fool!
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307. Look, I'm not Spider-Man!
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308. Now I know why you wear that mask.
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309. Your real face is even scarier.
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310. She poured acid on the steering wheel!
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311. No!
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312. - Hey!
- Where you going?
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313. Chameleon, use the brakes!
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314. Ohh!
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315. Chameleon!
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316. Thank heaven for little spider tracers.
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317. Guess that sinks another
of your master plans, Chameleon.
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318. Oh...
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319. And I'll bet this piece of junk jewelry
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320. is the cause of Aunt May's visions.
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321. What happened? You?
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322. Phew, hypno-gas.
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323. Taking advantage
of a fine old woman like May Parker
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324. is about as low as you can get,
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325. and I'll see to it you receive a jail
sentence as long as you can get!
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326. Uh, I really don't remember much, Peter.
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327. That awful hypno-gas
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328. clouded my mind.
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329. I just know that Spider-Man, well...
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330. He, he...
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331. He's not as bad as some people say?
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332. No! Whatever gave you that idea?
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333. I was about to say,
he was probably behind it all...
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334. Whatever it was.
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335. Well, win a few, lose a few.
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