Commander, the colonel is waiting for you.
Fury, this is the most sophisticated organization ever created.
Can't you run it without an old war dog like me
nipping at your heels?
Sorry to yank you out of retirement, commander
but I've got a problem only you can solve.
This person is on the verge of unleashing a force
that could destroy us all.
- No. - You must stop May Parker.
To the right. Get him.
Dr. Groitzig.
Silver sable here.
Mission accomplished.
Robbie, get a load of this item on the news wire.
"German WWII enemy scientist Dr. Wolfgang Groitzig"
"long presumed dead has been kidnapped."
"He was living in Moscow under a new name."
"His daughter revealed his secret identity"
"in order to report the kidnapping."
I remember when he was big news back in the '40s.
Imagine him hiding all those years.
Excuse me for a second, Jonah.
I have to make a call.
( Ringing )
This is Robbie Robertson.
I just got some very bad news.
But Aunt May, why do you want to sell this house
and move in with Mrs. Watson?
Peter, with you and Mary Jane living in your own apartment
it seemed best for Anna and myself.
After all, you don't want us to be lonely, now do you?
Of course not.
It's just that this is where I grew up
with you and uncle Ben after my parents died.
Just like him.
Always thinking about himself.
Aunt Anna, I am Peter's wife now.
That doesn't mean I have to like him.
( Clattering ) ( Gasping )
May, are you all right?
I... I'm fine. Really.
No, she isn't.
I've seen Aunt May upset but never agitated like this.
Something in today's Bugle seems to have set her off.
I wonder what.
Kingpin, are you sure?
Landon, I am positive.
This scientist holds the key
to one of the greatest powers known to mankind.
No one knew he was still alive
but what I know is only anecdotal.
We need the Chameleon to give us the specifics.
How unfortunate that the Chameleon is now incarcerated
in the most impregnable fortress ever built.
Nothing is impregnable to the Kingpin.
You must be joking.
I will wage war on this fortress
but to do that I will need to assemble warriors.
Once again I must band together
the Insidious Six.
Dr. Octopus,
Rhino,
Shocker,
the Scorpion.
Spider-Man has driven them all underground.
They have been forgotten by the world, but not by me.
Like all good warriors
they need a brilliant general like myself
to lead them once again to greatness.
But there are four of them and the Chameleon will make five.
Who will be your sixth forgotten warrior?
Meet Mysterio's replacement.
The Vulture.
Kingpin, I've perused your labs and I accept your terms.
I think I'm going to like it here.
Please be careful, dear.
Your helping me move wouldn't be worth it
if you sprained your back.
Okay, Aunt May.
I think I can handle it.
After all, I do have the proportional strength of a spider.
Of course that spider-agility of mine could use a little practice.
Hey, what's this?
These passports belonged to my mother and father?
According to these,
they'd both been around the world several times.
I wonder why.
( Doorbell chiming )
Aunt May, I need to ask you...
( Gasping ) - Hello, May.
Keene? Keene Marlowe?
It's been a long time, hasn't it?
It has, but I suppose I should have been expecting a visit like this.
Peter, this is Keene Marlowe.
He, uh, he was your uncle Ben's best friend.
Please to meet you, Mr. Marlowe.
Peter?
Oh my goodness, you're all grown up.
It seems like only yesterday when...
May I come in?
Yes. Oh, yes, do come in.
I've never heard of this guy before.
How come uncle Ben never mentioned him?
So that's why I'm in town.
Just another boring convention.
Now, what line of work did you say you were in?
Oh, uh, this and that.
He's been giving me the runaround all evening.
He'd make a great politician.
Aunt May, I've been meaning to ask you about something.
Did these really belong to my parents?
( Gasping )
Where on earth did you find those?
In the attic.
They fell out of an old trunk.
Put them away.
Why? What's wrong?
Put them away! Oh!
Aunt May...
- I didn't mean to... - Son, leave her be.
- But I... - Let me talk to her.
Now, why don't you go out and take a walk or something?
I need to do something, all right,
but I'll take wall-crawling over walking any day.
Who is this Marlowe guy?
And what does he know about my family that I don't?
He has a right to know, May.
You'll have to tell him someday.
But he's so sensitive.
Who knows how this will affect him?
Besides, you're not here for the sake of Peter or me.
You're here to collect what you can't have.
Maybe I can't but if that's the case
you can't sell this house.
I just can't believe
that this nightmare is starting all over again.
Oh... ( Sobbing )
Now what's he up to?
I'm going to find out just who this guy really is.
Huh?
This looks interesting.
SHIELD headquarters.
I've been here before.
What's his connection to this place?
None of this makes any sense.
I'm glad they haven't changed their ventilation system
since I was here last.
May Parker won't talk
but I won't leave until she does.
Frustrating, isn't it?
When somebody won't tell you all that they know.
Nick, I know you want all the details
but some things have to be kept secret even from you.
Fine.
My job is to make sure that no matter what
Richard and Mary Parker's name must not be cleared.
The official line is that they died as Russian counterspies, traitors.
What?
And traitors they must remain.
Russian counterspies? Traitors?
Is Fury conspiring to smear my parents' reputation?
I can't hide anymore.
I've got to go out there and make him tell me
what on Earth he's talking about.
Now what?
What the heck's going on?
Colonel, we're under attack by a ship that was cloaked.
It must have found a way to jam our radar.
Get me surveillance video, all decks.
Security's been breached on decks five, ten and thirteen.
Activate the auto-sentry lasers and lock down all pressure doors.
Can't. They've knocked out power to the security systems, sir.
Keene, get to the auxiliary power station
and try to get those systems back on line.
Will do.
- Kingpin, Dr. Octopus here. - Good.
Attach my comlink to any available computer port.
It will access SHIELD's databanks
and show me the location of the Chameleon.
Excellent.
It will take me only 30 seconds to decipher this.
Do it in ten.
Spider-Man? Here?
It's so gratifying to be recognized.
I must compliment my PR firm.
Spider sense. Danger.
Surprised to see me, big boy?
Delighted.
You don't expect me to stay put, do you?
Perhaps he needs for me to hold you still.
Hey, Spider-Man.
Nobody said you were gonna be up here.
Now this is what I call a party.
Oh, no you don't wall-weasel.
Kingpin said we'd all gain a new lease on life.
We'll start by depriving you of yours.
Octavius. We have found the location.
Rally your men immediately.
Look out. Men, follow me.
Spider-Man, are you okay?
Yeah.
I'd love to chat about old times
but we've got to stop those goons!
Rhino, Scorpion, cover us while we retrieve the Chameleon.
It will only take seconds to overload the laser matrix,
then its safety fuses will activate and shut it down.
At last, I've found the six stooges again.
Don't worry, Nick, I'll go after them.
No, we'll handle this.
You go back to the Parker house.
( Jet engines accelerating )
Too bad this won't count towards my frequent flyer mileage.
( Beeping and pulsing )
Perfect. I like a good dog fight.
We're right on them, Colonel Fury.
Delta nine is hit.
Pilot ejecting now.
Delta one still in pursuit.
Wait. They've gone off my radar and I've also lost visual.
Once again, your cloaking device worked flawlessly, Dr. Octopus.
Naturally. But our sensors tell us
we still have one last minor problem to contend with.
Uh-oh. Better not stick around up here.
Blast!
Great. Just great.
What was that all about?
Well, I'm going to get answers from somebody tonight.
And I know just where to go.
Yes, Peter.
If you're looking for answers I can give them to you.
I have to tell you something I've been hiding from you
all your life.
My parents!
Why haven't I ever seen this before?
Because if you had
you would know that your parents were spies for Russia.
This can't be true.
It is. It's all in here.
( Sobbing )
Peter, I knew your parents also.
They were American operatives
and they were considered the best.
I know, because I was one as well.
You? A secret agent?
Yes.
Your parents were on a mission
to find the truth about a secret doomsday weapon
that was supposedly built to destroy America.
It had been an old World War II project
that the Germans initiated.
Rumor had it, it was created by a Dr. Wolfgang Groitzig.
But for some reason it was never used.
This doomsday device was thought to be a hoax
until the late 1970s.
Your parents stumbled onto Groitzig
living somewhere in Moscow.
Or, so they told the U.S. government.
So, they were sent to Russia.
But once there, they announced they were double agents
working for the U.S.S.R. all along.
Then suddenly, there in Russia
your parents died in a plane crash.
Our government had to conclude that Groitzig wasn't alive.
That Richard and Mary lied
to hide their real reason for being on Soviet soil.
With Groitzig's discovery and kidnapping, well...
No one knows what to believe.
Are you okay?
No. I'm angry.
I want to go to Russia and find out about Groitzig.
Tonight I overheard a man named Nick Fury
hint that my parents might not be traitors.
Somebody is lying.
If that's true, you have to get to the bottom of this.
MJ, I love you.
If I don't resolve this mess, I'll go crazy.
But how am I going to pay for a trip to Russia?
MJ and I barely scrape by
with my free lance work for the Daily Bugle.
Hey, that's it.
Spider-Man is going where?
To Russia. He told me so himself.
I don't believe it.
Why would he do a crazy thing like...
You always said he was a menace to the world.
What if you were right?
What if he's decided to take himself global?
Wait a minute. Let's think about this.
Of course.
Their government is in turmoil.
You don't suppose he's going to try to get them
to elect him their leader?
What if he became a world power unto himself?
This is a disaster.
America has to know, Mr. Jameson.
You have to send me over there to take pictures.
You don't believe a word of this, right?
No. In this case, I think Peter's fears are valid.
- You do? - You do?
Absolutely.
And if you send Peter to Russia, then I want to go, too.
Robbie agrees with me?
But what's he up to?
All right, you two go.
But, Parker, if you don't bring back a story
I'll have you shipped back to Siberia.
Tiger, please be careful.
Don't worry.
I'll guard this with my life if I have to.
"Good morning". Dobraya ootro.
"Good evening..." Dobry vyecher.
You do speak any Russian, Robbie?
Enough.
Hey, who was that guy who saw you off at the airport?
Just a friend.
Excuse me, Peter. I really need to get some sleep.
Robbie seems so secretive.
It's not like him.
Well, Mr. Robertson,
I'm ready to get on the story whenever you are.
Get some sleep
and we'll get on it first thing in the morning.
Fine with me.
That'll give Spider-Man some time to look around.
( Shouting in Russian )
I don't speak the language.
I don't know where anything is.
Robbie was right.
I should get some sleep and make a fresh start in the morning.
Hey, it's Robbie.
What's he doing sneaking out at this hour?
Who...
Who are you?
The man who gave me your name told me to show you this.
Ha! Quickly, come inside.
Come, come.
I am an old man.
I have nothing to tell you.
Mr. Lentz, I mean you no harm.
I just want information.
Now that Groitzig's been taken,
I know they come for me next
searching for the doomsday device.
He will be forced to tell them where I am.
I fear for my life.
There are those who want to try to find out
who kidnapped the professor,
so they can be stopped.
I can only tell you who I think is behind this...
Wait a minute. My spider sense.
( Explosion )
( Groaning )
Take Lentz.
Leave him alone.
I've got to help Robbie.
You are here.
I'll be okay.
Just get Lentz back.
( Cocking weapons )
Keep an eye on him.
Behind you!
Huh?
( Groaning )
( Coughing )
We must leave no evidence that we were here.
Destroy this place.
( Beeping )