- Spider-Man: [escaping the lab] Sorry, gang. The name's not Guinea-Pig Man. It's Spider-Man!
- High Evolutionary: Stop him, my knights! He must not escape alive!
- Karen O'Malley: [she and the rest of the rebels are fighting Machine Men when Spider-Man bursts through the door of the lab] You must be Spider-Man. We were sent here to rescue you.
- Spider-Man: Yeah? Well now would be a good time for it.
- Spider-Man: [pulling Lady Vermin off of Jameson] Hey! Didn't anyone ever tell you it's impolite to drop in unannounced?
- [Lady Vermin leaps off the wall and tackles Spider-Man]
- Lady Vermin: Do not presume to lecture a Knight of Wundagore on etiquette, se ra.
- [she leans down and bites Spider-Man on the mouth. He pushes her off of him]
- Spider-Man: Yuck! I've been kissed by a rat-lady.
- Lady Vermin: In truth, I was ever one to give my heart to a man who can stick to walls.
- John Jameson: [after the battle] This has been a bad setback. But if you'll join us, Spider-Man, it won't have been in vain.
- Karen O'Malley: You're probably the only un-tagged human in the city. You could be a great help to us if...
- Spider-Man: Un-tagged? You mentioned that last night. What does it mean? Do I have to get shots or anything?
- Karen O'Malley: Every human is tagged with a sub-neural chip that allows the High Evolutionary's flunkies to keep track of them.
- John Jameson: Even we have them. Although we use jamming devices that work, most of the time.
- Karen O'Malley: But they didn't tag you, Spider-Man. You could be the pivotal piece in this war. Will you help us?
- Spider-Man: Hey, I came here to rescue John-boy, not to storm some Counter-Earth Bastille. It's not my planet.
- John Jameson: You know, maybe Dad was right. Maybe you *are* nothing but a coward hiding behind a dime-store mask.
- Spider-Man: [angrily] A coward? You have the nerve to call me that after what we've just been through?
- [walks up to John]
- Spider-Man: I think you might want to reconsider.
- Karen O'Malley: [pushes them apart] I thought you might feel this way, Spider-Man.
- [hands him a bag]
- Karen O'Malley: Here. These'll help you get a better look at our world. After you do, I'm pretty sure you'll be throwing in with us.
- Spider-Man: [takes the bag] Thanks.
- Karen O'Malley: Good luck. And don't forget to call. There's a contact number sewn into the jacket's hem.
- John Jameson: [as Spider-Man swings away] You're gonna realize I'm right, web-head. Keep in touch.
- Spider-Man: You know it, fly boy! I can't go home without you.
- Dr. Naoko Yamada-Jones: [after Peter tackles a Machine Man that was targeting her son] Thank you for saving my son's life.
- [notices his burnt hands]
- Dr. Naoko Yamada-Jones: Your hands! I'm a doctor. Come in. Let me treat those burns.
- [brings him inside and bandages his hands]
- Dr. Naoko Yamada-Jones: Okay, you'll need to leave these bandages on for at least a week.
- Peter Parker: Thanks. It won't take that long. I'm a fast healer.
- John Jameson: [after Spider-Man proves he's the real deal] Welcome, Spider-Man.
- [the rebels lower their weapons]
- John Jameson: I hope you can understand. I *had* to be sure.
- Spider-Man: Well, at least you didn't try to drill for DNA like those Wundagore guys.
- [Carnage is attacking the other rebels when Jameson blasts him from behind]
- Carnage: John Jameson! Adding you to the Synoptic will really make my day.
- Karen O'Malley: [after beating the Beastials] It's amazing. We've never beaten the High Evolutionary's forces that easily before.
- Spider-Man: You think *that* was easy? I assume I don't have to point out that if I'd lead Venom and Carnage here, I'd scarcely be the one who'd drive them away.
- Karen O'Malley: That's true. And they didn't have time to tag you before we arrived.
- Spider-Man: Tagged me?
- John Jameson: [debating what to do with the prisoners] If we let them go, this base will be compromised!
- Spider-Man: It's already compromised, John! Lady Vermin escaped, remember? Carnage and Venom got away too. Unless you think they can keep a secret, it's time to clear out of here anyway.
- John Jameson: [lowers his gun] Okay, Spider-Man, you win. We'll just hold them here until we can move our gear.