I've pinpointed the doomsday complex.
Excellent.
Who are you?
Omar Mosley.
The real Black Marvel.
We've got to stop Kingpin from getting the keys.
Then we have to assemble those of us who are left
and protect the site of the doomsday complex.
This is a young person's sport.
We all have one last chance to prove ourselves again.
We shall secure the location.
What is the meaning of this?
Father!
Reinholt? Chameleon? My sons!
We are in this doomsday complex you built.
We are destined to rule.
And we shall!
Free the others.
Wild pack, attack!
We must stop the Red Skull!
Let's make the world safe for democracy.
They are losing power!
This way, Reinholt.
Uh-oh.
I thought you were a mercenary.
I was continuing to hunt German war criminals
when I stumbled onto the doomsday plot.
Now I know...
You are a friend.
Between the two of us,
the Red Skull is finally going to be history.
( Dog barking )
Look!
No doubt about it.
The Skull and his son went this way.
Then disappeared?
Spider-sense! Danger!
Ah!
You have fallen into my stasis trap.
Welcome to the heart of my doomsday complex.
Why don't you give this all up, Skull?
Your robots have already failed!
They did what they were designed for,
to safeguard this.
Witness as I transform my son
into fascism's ultimate warrior!
( Screams )
Look! He's changing!
Chameleon,
when I am done pulverizing you
I look forward to doing the same to your boss, the Red Skull.
Spider-Man and Silver Sable ran in here after the Red Skull.
Come on, we have to get in.
We've got to stop the Red Skull.
What's going on?!
Stand back! Everybody, take cover!
Look. Someone's there!
What on earth...?
Behold, my doomsday weapon.
A solder who can harness energy and bend it to his will!
He is no longer my son.
Now you may call him... Electro!
( Evil laughter )
Do you mean to tell me the doomsday weapon
is simply another neanderthal in a costume?
Don't underestimate the Red Skull.
If he says he's created something of great power
there's only one way to find out.
Earth's mightiest mortals fall before our awesome power!
Our power?
We will see how you feel after you have experienced my power.
Kingpin! No!
All of you! Your abilities are pathetic!
But mine are beyond comprehension.
He has overtaxed himself.
His body had not adjusted yet.
I prepared this emergency escape plan all those years ago.
Now we know what the doomsday weapon is.
Lucky us.
( Sirens wailing )
Fisk, you'll be okay.
They'll get you to a place where you can recuperate.
The mighty Kingpin. Bah!
There is no profit to be made here now.
Let us get back to our own lives.
The Kingpin, Lentz and Groitzig have all been taken care of.
Now, what shall we do?
You should do nothing more than wish us luck.
What?!
Your people fought bravely
but they are hopelessly outmatched by Electro.
If you think for one second
that I'm going to sit this out...
Sable, stop.
He's right, and you know it.
It's our fight now.
I see.
One cannot afford any liabilities, even well-intentioned ones.
All right, we'll go.
But if you fail
I will be back to take up the fight.
Wild pack, assemble.
We're going home.
There goes one tough lady.
Spider-Man, what is this place?
This is the same part of town where you fought the Red Skull.
But it's a wasteland.
What happened?
I think maybe we hung up our tights a little prematurely.
No kidding.
It looks to me like America needs heroes now more than ever.
Darn right it does!
So, what's our next move, Captain?
It's hard to say this to you, my friends.
Your powers are five decades older.
The heck with that. We're willing to take our chances.
Well then, we need a base of operations.
I can think of one.
I can't believe the old Hall of Freedom is still standing.
50 years.
I hope I'm not too out-of-date to be of any use.
Cap, a classic is never out-of-date.
I am glad that you had set up a hidden retreat, Chameleon.
Father, what's happening to me?
Your body is adapting to its fantastic power.
Soon you'll be able to control electricity
all over the entire world!
Yes. I can f-feel it.
You have shown strength, my son
and earned a place in my new world order.
Your world order?
I spent my life trying to free you!
But you were willing to risk my life in that machine!
Ah, the risk was quite minimal.
Oh, really?
It is I who have the power and I who shall rule.
I even sense the energy in your body, "brother."
I cannot be surprised.
And you, you'll never control me again.
Do not despair, Chameleon.
The Red Skull anticipates everything.
Ah. J-3 communications.
Just what I need to let the world know of my arrival!
People of Earth, rejoice!
For a new age is upon you.
The age of Electro!
No force can withstand me.
No living thing can exist without my energy.
I have willed the cessation of all ground vehicles in New York City
as a small demonstration of what I can do.
This is only the tiniest sample of my abilities.
I don't merely control power.
I am power!
Our first task will be to find out where they fled to.
We must find Electro.
Hey, my TV!
It just switched itself on!
All who oppose me shall be destroyed!
I think we just found him.
Incredible! It's a miniature, transportable imaging device.
Your United Nations delegates are hereby instructed to ratify
a declaration giving me complete control of all governments, citizens
and property to use as I see fit.
Submit now, so I need not take what is rightfully mine by force!
I've got to get down there!
Peter's probably in the thick of all this!
You can't put your life in danger
just because of Peter's disregard for his own safety.
Listen, Aunt Anna. You're wrong.
Peter stands for everything that's good in the world.
Well, it's just that...
I love you so much.
Then, that's something you share with Peter.
He loves me, too.
Any leaders who oppose this oath of obedience
will be considered traitors to the Earth
and will be summarily executed.
Huh?!
Keep it up! He's being distracted.
( Gasps )
( Gasps ): Peter!
( Clamoring )
No!
Mary Jane!
( Laughing )
Auf wiedersehen, Spider-Man.
You, again?
It's time I showed the world
how futile your efforts are.
( Laughing )
What have I done?
She's weak, Spider-Man.
We'd better get her to a safe place where she can rest.
It's my fault.
If she weren't married to me
she never would have been on that roof.
If I weren't playing hero...
I gather that she's important to you
but remember, you're also important.
A lot of people are counting on you.
People just like her.
I know you want to go with her.
If you do, she may not have a world to wake up to.
That's the price you pay when you do this job.
All right. Let's go stop that maniac.
Come, my friends.
I need to make a memorable entrance.
The time has come.
Submission or oblivion.
The choice is yours.
He's a thousand times more powerful than we thought
and growing.
What hope do we have of stopping him now?
I've spent the last 50 years
with the Red Skull's hands at my throat.
I know how he thinks.
That madman would never allow someone to be more powerful than he is.
The Red Skull must have prepared some kind of fail-safe device.
Some way to control it.
But what could be more powerful than Electro, the ultimate weapon?
The vortex.
The energy field that kept Cap suspended in time
is self-perpetuating energy.
It's completely autonomous from the Earth's electromagnetic field.
I get it.
The Red Skull must have created the vortex as a trump card.
Something to threaten Electro with
if Electro got out of hand.
The rest of you, high-tail it over to the United Nations
and protect the delegates.
Spider-Man and I will go after the vortex.
Let's move!
We've got to try to keep Electro busy until the army arrives.
Not the army?
This is just the kind of thing SHIELD was designed for.
Well, what are we waiting for?
Invitations?
Ahh. I sense Earth's mighty heroes have arrived.
50 years too late.
My robots will keep them duly occupied.
Now, let us get back to the business
of electing me ruler of the Earth!
What is that thing?
It's SHIELD.
SHIELD headquarters in plain sight of the whole city.
The president must really be taking this seriously.
Electro, we demand your immediate surrender!
Signal the attack.
Attack hovercraft, move in.
Pattern omega delta.
Our fighters are dropping out of the sky like hailstones!
Revert to emergency attack plan 814!
Use the mother ship's weapons!
Carrier turrets one, three and five.
Target only Electro.
Fire!
Colonel Fury, I think we've stopped him.
Nice try.
Now, it's my turn.
Brace for attack!
No.
Ship's weapons won't respond!
Colonel, Electro's shutting us down.
SHIELD is going dead.
Deploy the emergency power.
Sir, there isn't any emergency power.
Get everyone out.
Abandon ship.
- Sir, I... - Agent, that's an order!
Now beat it.
Colonel Fury, are you all right?
Do you copy?
Yeah, I'm still alive.
For what it's worth
he brought down all of SHIELD with only a gesture.
Heaven help us all.
Need I remind you
what fate awaits any who cast their ballot against me?
How's it coming, Spider-Man?
Finished, I think.
Huh?
Spider sense.
Spider-Man, what...?
You've been here the entire time?
Of course.
I knew one of you
would deduce the purpose of the vortex generator
and return here to repair it.
Oh, great.
I just did the Red Skull's dirty work for him.
Ohh... what is this feeling?
Some kind of new energy
ripples through Earth's electromagnetic field.
An energy that rivals my own in power!
Of course.
The vortex.
Look at them.
They've spent the last 50 years locked in combat,
and they still refuse to give up.
No! Cap, don't do it!
I can't defeat Electro without you.
You can do it, Spider-Man. You're a hero.
First, last and always!
Fight on, Spider-Man!
Fight on!
Cap!
Bravo, Spider-Man.
You've managed to web up my poor brother.
Let's see how you do against someone who has absolute power!
I've got to get him into that vortex.
No, I don't stand much of a chance.
I've got to.
The world is at stake.
We did it.
We beat the robots.
I can hardly believe it.
We got to be heroes one last time.
What a swell feeling this is.
( Applause )
Come on, we've got to find out how Spider-Man and Cap made out.
Your pitiful effort is wasted on one who is power personified.
( Laughs )
If you are power personified,
why does the vortex have you shaking in your yellow booties?
I fear nothing.
Behold...
He did it.
He actually bent the energy beam.
Oh, sure, you can move it a tiny bit
but what happens when I do this?
I could destroy that pitiful device with a thought
but I shall prove to you
that even the vortex energy has a master in me.
This had better work.
Do you see, all power, all energy is mine.
( Electro groans )
What's happening to me?
The vortex is a space-time anomaly.
It's energy is self-perpetuating, like a loop.
When you destroyed the control panel
you interrupted the loop.
Now all of the power of the vortex
is feeding directly into you.
You wanted all the power, Electro?
Well now you've got it.
Noooo!
This ought to pull the plug on Electro for good.
The vortex was too unstable to be controlled.
I did it. I won.
But now comes the hard part.
He was the definition of a hero to the bitter end.
But now.
Now we are right back where we started 50 years ago.
How do we deal with the vortex generator?
Years ago, we did nothing.
This time has to be different.
It's what Captain America would have wanted.
F. Scott Fitzgerald once said
"show me a hero, and I'll write you a tragedy."
Cap's life was no tragedy.
It was an epic story of a great man
doing great things for the world.
As long as there are heroes in the world,
he'll still be with us.
Bless you, Cap.
Well, if this photo doesn't get me back in Jameson's good graces,
I don't know what will.
I think I'll title it, "the end of a golden era."
Peter?
Peter, did you win?
Is everybody safe?
Yes, Mary Jane.
Promise me that you'll never quit.
That you'll always be here for me and for the world.
I promise
and Spider-Man promises, too.
That's just what we heroes do.