Previously on Spider-Man.
That belonged to Captain America.
A scientist named Reinstein created a serum
to turn a human into a super soldier.
When the experiment was sabotaged
Reinstein and the formula were lost.
Scientists tried to recreate the formula.
One became incredibly fast.
The other could fly.
The five discovered that their powers weren't permanent.
They created ring devices to turn them on when needed.
The five became the Destroyer, Miss America, Thunderer,
Black Marvel and the Whizzer.
With Cap, they were the six American warriors.
One night, they tumbled onto the most devious plot ever.
Project Doomsday. Dispose of Groitzig.
Leave him alone!
Captain America sacrificed himself
so the doomsday device would never be used.
Someone is after the keys.
Insidious Six, find those keys.
Whizzer, you got something I want.
That freak stole something.
The reasons for these mysterious attacks were unknown,
but in at least two of the cases
the only things taken were small statuettes of ancient warriors.
( Knocking )
Who is it?
Omar, it's me, Robbie. Open up.
We've got to go.
Spider-Man contacted me.
He wants you to give him the last two keys for safekeeping.
Are you sure he can be trusted?
You know I can be trusted.
That's all that matters.
All right, I'll get my coat.
But I think I'll keep my eye on this.
There's no telling who might try to break in here.
This is it.
And here they are.
( Grunts )
( Chuckles ) Thank you.
( Gasps )
You're welcome.
Spider-Man and Destroyer?
Hey! Come back here!
Spider sense.
( Grunts )
I am sorry, gentlemen
but I do intend that the world be my new kingdom.
And you two shall be the first to bow to your new sovereign.
Attack them, my knights.
Say hello to the next Duke of New Jersey.
The Kingpin gets the world and he gives you Jersey?
You need a better agent.
( Grunts )
My powers!
No, not again!
( Both grunting )
Spider-Man, you have been a pain in my backside for too long.
I hereby decree that at long last
your life must be... terminated.
( Screaming )
Destroyer. Can you fight?
No, my powers are fading.
( Groaning )
( Laughing )
Leave him alone.
( Growling )
Ooh!
Black Marvel.
But he can't be alive.
Enough!
It is a good thing that I never relied
upon fisticuffs alone in my negotiations.
I will let Mr. Robertson go
when you give me those keys.
Robbie!
( Muffled )
We have no choice.
We have to give him the keys.
Hang on.
( Muffled )
Excellent.
You said you'd release Robbie.
And indeed I shall.
No!
( Yelling )
Help!
My web-shooters are empty.
Nice catch.
You ever think of trying out for the Yankees?
Who are you?
The real Black Marvel passed away years ago.
My name is Omar Mosley
and I've been the "real" Black Marvel all along.
- What? - But how could that be?
It started back in 1942.
Dan Lyons originally volunteered to become one of the six
but his millionaire father
was an influential senator with security clearance.
He found out about it and forbade it.
To him it was a dangerous risk
unfit for his offspring.
But to me it was a once-in-a-lifetime opportunity.
I volunteered to replace him.
Well, Dan was disappointed, but he backed me a 100%.
We let everyone in the secret service
continue to think Dan was the Black Marvel.
It gave me a great cover.
Times were different then.
Didn't you ever wonder why I called myself the Black Marvel?
I'm glad to finally meet the real Black Marvel.
My name is Keene Marlowe.
I hate to break up this little reunion,
but we still have to stop Kingpin from getting the last key.
The final statue was held by the Thunderer
but he disappeared years ago.
Then we have to assemble those of us who are left
and go protect the site of the doomsday complex.
I feel like I'm witnessing a part of this country's history.
This building was our headquarters during the war.
After seeing the beacon
we always assembled here.
I had to crack open a map
to remember where this building was.
How have you been, Madeline?
I've missed you, Keene.
Sorry I'm late.
I guess I'm not as fast as I used to be.
Whizzer! I was hoping you'd show up.
It's good to see you.
I have just one question for you.
Why did you call yourself "the Whizzer?"
Hey, that's the sound I make.
Sure, these days it sounds a little corny
but back then, it was a swell name.
The only regret I have
is that I didn't continue being a superhero.
Well, now we all have one last chance
to prove ourselves again.
That's right.
This man who stole your keys, the Kingpin.
He must be stopped.
This doomsday machine has been hanging over our lives
like the Sword of Damocles.
It's time we put an end to it.
Let's be realistic.
This is a young person's sport.
We'll all get ourselves hurt.
Maybe you're right, Miss America.
What good can we do now?
Hey, wait.
You may not be in your prime
but I'd take you all any time over the crime fighters of today.
I don't care what the rest of you do.
I'm going to help Spider-Man fight.
I'm ready for action. Count me in.
Come on, Miss America.
For old times' sake?
I'm with you, as always.
Oh, all right.
You'll need somebody to watch your aching backs.
Great. Thank you.
I've brought something that will help inspire us
through the coming battle.
All my searches have failed.
I can't locate the final key.
Who has it?
He was called the Thunderer
but his real name is Jerry Carstairs.
He's simply vanished over the years.
Do you have any good news?
Yes, based on the old coordinates that the Parkers collected
I've pinpointed the location of the doomsday complex.
It's under some condemned buildings in the Bronx.
I've created this device
that will guide you to the exact point of entry.
Excellent.
Then we shall secure the location
while you continue to work to find the last key.
Over that way.
No wonder it remained hidden.
Only the lowest form of vagrant
would inhabit these dwellings.
Here's a good example.
What are you doing around here, old man?
I was just trying to be quiet.
Shocker, Vulture, eliminate him.
Agents, it's time to clean up America.
Okay, bird-brain, I'll teach you to pick on a defenceless old lady.
( Grunting )
My flying ability.
I can't sustain it.
Madeline!
I'm getting weak also.
We're too... old.
( Gasping )
( Roaring )
What's that sound?
My ears!
Amazing.
Disguised as a homeless man
the Thunderer's been keeping watch
over this place the whole time.
The Thunderer!
Correct.
I vowed to protect this site
and after all these years, I won't stop now.
No. My powers are fading.
( Groaning )
Quickly, protect him!
( Groaning )
You all should have realized
you were no match for my insidious warriors.
Bring me the Thunderer.
He must have the final statue.
Search him and his discarded clothes.
Excellent.
Who would have thought the final key would be so close?
Add this to the other five.
Yes, oh, yes.
It's the same evil place
just as we left it 50 years ago.
It even smells the same.
This, my warriors, is a moment to savor.
Each of you will share in this triumphant event.
Let our rule of this planet begin!
What?
What is the meaning of this?
No, not again.
It's sleeping gas.
( Coughing )
Kragov.
The Red Skull's son...
Why'd the Chameleon turn on the Kingpin?
What's his connection to Kragov?
Thank you for everything, my brother.
So you are the traitor!
You don't understand any of this, do you?
The Red Skull, my father,
created the Chameleon's technology
and trained him how to use it when he was just a boy.
He was like an adopted son in our family
and now we shall free our father.
It looks like our leader
has gotten us into another fine mess, huh?
Ah, my guests have arrived.
Dr. Groitzig helped design this complex.
Mr. Lentz was a German spy in this country during the war.
He led me here.
All we had to do was wait for you to acquire the keys
and then take them from you.
Now, good doctor,
activate the portal controls
and bring my father out of the matter anti-matter vortex.
That's how they power this place.
A perpetual energy field that keeps matter locked in stasis.
It's been so many years.
Don't be coy with me, Professor.
You know what to do!
Yes. Yes!
It's working!
Unbelievable!
The German war criminal?
The Red Skull.
Father, don't you recognize us?
It's me, your son, Reinholt.
You've been held for 50 years in a vortex.
We are in this doomsday complex you built.
We've come to free you.
Reinholt?
You've aged.
And you have not, father, because of the vortex.
Chameleon, my step-son?
This truly is a joyous occasion!
What?!
Can this be?
Five of the six American warriors.
Amazing!
You are withered by time
while I remain young and vigorous.
We may be old,
but there's enough fight left in us to take you on.
( Sinister laughter )
During the war,
this entire complex was built by German agents
to challenge the American six
and destroy the United States.
To protect the security of the project
the technology was constructed by different scientific teams.
They had to smuggle the equipment in by u-boat.
Then the meddling American six interfered.
You were the thorn in my side all through the war.
But you won't get in the way this time.
I will conquer the United States of America after all.
My doomsday plan comes to fruition
after half a century.
That's it, then.
We were crazy to try to make any difference at our age.
We were destined to rule....
...and now we shall!
Robots! I hate robots!
And now, it is time for these computerized machines
to meet their commander.
The one who will lead them to victory!
( Red skull laughing )
Good heavens!
The living legend himself!
Now it is time to reveal the piece de resistance.
Then, and only then, will I...
( Grunts )
You again!
No time to explain.
Free the others.
Wild pack, attack!
Uh-oh!
Move in! Move in!
Cap, it's us, the American six!
Here, my friend. You'll need this.
Okay team, let's make the world safe for democracy.
We must stop the Red Skull and that traitor, the Chameleon.
( Grunts )
This way, Reinholt.
Oh, great!
Now what?
We've got them on the run.
Just follow me, and stay alert.
What's happening to them?
They are losing power.
Lack of foresight isn't usually a German failing.
That's the last of 'em.
I'm disappointed.
That hardly seemed worthy of the Red Skull.
Yes. Because of us, he wasn't able to fully charge his doomsday robots.
What do you want me to do with this creep, boss?
This traitorous reptile will answer to me.
I don't get it. I thought you were a mercenary.
I am.
Yes. My day job's for money
but my father founded the group
to hunt German war criminals.
I was continuing his work
when I stumbled onto the doomsday plot.
Now I know you are a friend.
One who can help me finish my father's work.
Amazing!
She's really a defender of freedom, too.
Heroes really do come in all sizes and shapes.
I'm gonna help you.
Between the two of us
the Red Skull is finally going to be... history.