- Spider-Man: [rescuing Karen from the High Evolutionary's castle] Enjoying the show?
- Karen O'Malley: Spider-Man!
- Spider-Man: Door's wide open. What's the holdup?
- Karen O'Malley: Force-shields. They're tuned to my DNA.
- Spider-Man: Well, what do you say we try to confuse them with a few spider molecules?
- [picks Karen up and jumps through the shield]
- Karen O'Malley: You're a genius!
- Spider-Man: Aw, shucks, ma'am.
- Spider-Man: [Spider-Man and Karen run into the High Evolutionary] Whoops.
- High Evolutionary: We meet again, arachnid. Let us hope this experience is a bit more pleasant than the last. For me, that is.
- High Evolutionary: [confronting Karen and Spider-Man] It is over, Spider-Man. The rebels will be crushed and young Karen here will attain a greatness many would kill for.
- Karen O'Malley: Suck an egg, butt-brain!
- [the High Evolutionary lifts Spider-Man with his telekinesis and throws him into the wall]
- High Evolutionary: [to Karen] See what your impertinence gets you?
- Spider-Man: Her? I'm the one with the headache.
- Karen O'Malley: Leave him alone!
- High Evolutionary: Is he your weakness?
- [lifts Spider-Man up with his telekinesis and slams him into the ceiling]
- Karen O'Malley: [picks up a blaster] I said, leave him alone!
- [fires a shot]
- John Jameson: [Spider-Man and Karen have escaped from the castle and land on John's vehicle] Karen, you're safe.
- [to the others]
- John Jameson: The target has been acquired. Everybody fall back!
- Bromley: [after the battle] So what do we do for headquarters now, gov?
- Spider-Man: What do you guys think about Coney Island? The rides need a little work, but it'd be one heck of a hiding place.
- John Jameson: [radios the other rebels] Change course for Coney Island.