I am Death, Denny Colt.
You are the only man who has
ever escaped my cold embrace.
But I am never far away.
Yes.
I'm always with you.
- Yeah.
- Something big is breaking down...
...by the mudflats, Spirit.
By the wreck of an old cargo ship.
Word on the street
is The Octopus might be in on it.
I'd call it in...
...but who knows
how far his tentacles spread?
Who we can trust?
I'm on my way.
My city. She's always there for me.
Every lonely night, she's there for me.
She's not some tarted-up fraud
all dressed up like a piece of jailbait.
No. She's an old city...
... old and proud of her every pock
and crack and wrinkle.
She's my sweetheart, my plaything.
She doesn't hide what she is,
what she's made of:
Sweat, muscle
and blood of generations.
She sleeps.
After midnight and until dawn,
only shadows move in the silence.
There she is!
- Get her.
- Damn, I've got no time for this.
My city screams. She needs me.
She is my love. She is my life.
And I am her Spirit.
Don't worry, you're safe now.
Try to catch your breath.
- Here, let's get you to your feet.
- Police!
Over here, MacReady.
This is a good man, you can trust him.
Tell him everything.
- I will.
- Call your shrink if you got one.
What are you?
That's The Spirit.
God bless him.
She provides for me, my city does.
She gives me everything I need.
Move it over, Liebowitz. I'm driving.
Sussman called.
Something's going down here.
Could be big.
- How big?
- Octopus big.
- Jesus! We better call for backup.
- Not just yet.
Sussman wants this one
kept under the radar for now.
Yes. Come closer. Come home to me.
You hear that, boss?
Every goddamn night.
Lorelei. The angel of death.
She's never far away. Not from me.
They say only sailors and cops
can hear her.
Well, I'm not a sailor.
And I'm not a cop.
- Officer down.
- Roger that, I copy.
Get an ambulance. Call Dolan.
- Commissioner...
- Not Commissioner Dolan.
- Dr. Dolan.
- Still breathing.
- Spirit says he's still breathing.
- Keep me advised.
Hurts like a son of a bitch.
Take it easy. We'll get you home.
That broad.
- You should have seen her.
- Broad?
A beautiful broad.
She was beautiful.
Keep him talking. Keep him awake.
You look for more footprints,
Liebowitz.
Yeah. She was beautiful.
If this is the wrong box,
I'll kill you myself.
Just get us out of here.
It's The Octopus.
You know what he can do.
Shut up and bleed.
You look for more footprints,
Liebowitz.
She was beautiful.
And she wasn't looking
for a fight, either.
Easy, now.
Just breathe through your nose
if you can.
Getting dizzy.
Steady. Steady.
Heads up!
Take it home, boys.
When me and The Spirit get together,
we like to party all night.
There is nothing I like better
than kicking your ass all night long.
Except maybe eggs.
Where's the truck?
Silken Floss is the most
beautiful woman.
How do we find our way home
without her?
Silken Floss is the most beautiful
woman ever.
She was supposed to be here.
How do we find our way home
without her?
Where's the truck?
I found the truck!
Silken Floss
is the most beautiful woman ever.
Load up the box and pile in,
specimens.
You've done your
petri dishes proud.
No need to wait for the boss
if that's The Spirit back there.
The Octopus always finds his nemesis
so distracting.
It is The Spirit. He had his hat on.
We was watching.
Well, then, they'll be at it all night.
- Yeah, boss said so.
- Boss said so. We was watching.
Oh, God. Yeah. I heard.
Silken Floss is the most beautiful...
You're giving me a headache,
Octopus.
It's gonna get worse
before it gets better, pretty boy.
You're right about that.
Come on!
Toilets are always funny.
I was watching.
That's enough.
Let's get out of here.
Pretty boy.
Tough boy.
I'll be seeing you again...
...real soon.
I'm gonna be the death of you,
Octopus.
Death?
Not for me, brother. Death, he says.
I'm gonna kill you all kinds of dead.
I had you beat like eggs.
Heck you did.
Anybody watching could've seen
I had you right where I wanted you.
In your dreams.
You're an accident.
You never should've happened.
Your mind ain't right, Octopus.
You're talking crazy.
You're talking crazy talk.
We're the only two like us, pretty boy.
- I'm nothing like you.
- Nothing like me?
Well, you sure can take
a lot of punishment, sweetheart.
Just like me.
You ever wonder why?
Never even crossed my mind.
Well, I'll be learning you!
I'll be learning you real soon.
I'll be learning you.
Oh, well, look who's here.
Boss, we better get out of here.
Such pain.
Such suffering.
Sleep.
Come on, come on, come on.
Wake up.
Wake up.
Wake up.
Hey, baby.
- Ellen.
- You're a mess.
Three bullets across the deltoid.
They went straight through me.
Hardly took any meat.
Major contusions on any visible skin.
Oh, come on, Ellen.
They never last long.
Evidence of a profusely bleeding
cranial wound.
No, that's nothing. That's just a bump.
Yeah, you're a mess, all right.
- Really, I'm okay.
- No, this is serious.
For God's sake,
you can't keep taking these chances.
- I'll be fine.
- You're bleeding out of your head.
- It's gone all sticky. It'll stop.
- You need to be admitted.
No. You know how much I hate that.
It takes forever.
- Don't fight me this time.
- I'll be all right. It's just...
I'm missing something.
It's really important.
- Do you know where you are?
- Sure.
- What city?
- Central City, U.S.A.
What year is it?
This year.
- Do you know who you are?
- The Spirit.
- I beat up bad guys.
- And sometimes they beat you up.
And it really hurts when that happens,
but I always get better.
I don't know why. You don't know why.
But The Octopus knows something.
Why do you say that?
Because he told me
he knows something.
- You're delirious. Come on.
- No.
Oh, golly, will you look at that.
That was close, buddy.
I was looking all over for you.
There. That's better.
Yup. That's better.
That tears it.
You're delusional.
- Tuska, over here!
- Ellen!
Dr. Ellen Dolan! Over here, right now!
I can hear fluid in his chest.
It's faint, but I swear it's there.
I got it. He's got blood
in both his lungs.
Stabilize him, get him on Pegasus.
- Go back to the helicopter.
- I'll flip him over.
No, leave him flat. Get me new gloves.
Gauze.
Hurry it up. If you can't move any faster,
I'm gonna have to ask you to leave.
- You find anything?
- No, sir.
I'm just feeling dizzy
from all the action, I guess.
- Yeah, we're all damn impressed.
- Thanks.
You're doing this town no good
with your hot-dogging.
- I don't follow you.
- We're flat on our asses...
...happy to clean up
after your dog-and-pony show.
Not this again. You know the score.
I thought I did.
Go ahead and enlighten me.
Bring me up to speed.
Sussman wanted things kept quiet.
Leave it at that.
He thinks I don't run a tight ship?
Suspected a leak in your department.
Didn't want The Octopus getting away.
So you're Internal Affairs now, huh?
I must have missed that memo.
Come on, it was a judgment call.
I gave it my best shot.
I got one officer an inch from dying,
another, his head yanked off...
...because you went off half-cocked
after The Octopus.
You're damn right
I'm going after The Octopus!
And you're going through my men
like toilet paper.
You been to Dropsie Avenue and C?
- Have you seen those girls?
- Yeah.
Some just learning how to ride a bike,
there they are, selling their souls...
...slaves to The Octopus
and his poison.
Maybe you and your force
could use a little obsession, Dolan.
Maybe you and your force
could work a little harder.
Ellen's right. You're off your rocker,
talking about cops like that.
Maybe if you and your force
could find The Octopus...
...I wouldn't have to play it solo.
- Solo, huh?
Solo?
That wasn't our deal, hotshot.
Well, then maybe we don't have a deal
anymore, commissioner.
Why, you...
You're living at the edge of a cliff, son.
And all you got is a tired old man
trying to hold you back.
Look, we're both tired.
Yeah.
- Yeah.
- Just give me 10 minutes.
Hell, I don't know why I even bother
to try and talk to you anymore.
Just give me 10 minutes.
Just to clear my head.
Right. Sure.
What's 10 minutes
in a man's life anyway?
Spirit?
Sir.
That cliff I was talking about?
There's no bottom.
Don't jump.
"What are you?"
That's what the woman asked me.
It's a good question.
I wish I had an answer for her.
Am I a crazy man?
Or am I a man at all?
Some nights, like this one...
... when the wind bites deep,
bone deep...
... and even my city
seems to leave me behind, I wonder:
Am I some sort of ghost?
Some sort of Flying Dutchman?
If the wind picked up
hard enough...
... would I just blow away?
I'm not a cop.
Not anymore.
Not even a dead man.
Not even a spirit.
We made it, boss.
Just like you said we would.
You still here?
Of course I'm still here. I'm your trigger.
I blowed holes right through The Spirit.
You're a trigger, Pathos.
Just look at you.
Quick Draw McGraw himself.
I'll be great.
I don't have any bones sticking out.
A couple of splints, I'll be good to go.
Yeah, just hop right over to St. Alice's,
get fixed up all nice and new.
I'll have to explain why
a criminal mastermind like myself...
...doesn't provide his employees
with medical insurance.
That'd be egg on my face, Pathos.
You know I don't like
egg on my face.
- Hadn't thought of that.
- No.
Using your brain?
That, you weren't built for.
Just tell me
where the emergency room is.
I'll tell them I'm one of the homelesses.
They don't make them pay.
Homelesses always get hurt.
Because it's free.
- That'll work!
- So will this.
No egg on my face!
Not a glob!
Not a glob.
Any other case, little buddy.
Any other job.
If it were anyone but her.
Sand.
Sand Saref.
Where's your bike?
You scrape your knee,
or are you scared for a race?
No, I got sick of that stupid bike.
You got sick of losing races to me
is more like it.
Where'd you put it?
I pawned it over at Fellman's.
- I got a few bucks for it.
- Pawned it?
Look there.
I bet those are real diamonds.
You see how they catch the light,
Denny?
Only real ones do that.
What's with you?
Nothing much.
- He's not drinking again, is he?
- No, no, he's not drinking.
What's got you needing money, then?
Just something that I saw
over at the window at Kurtzman's.
Is it a badge, like my dad's?
No, no. It wasn't a badge.
Good, you ain't hardly
earned a badge.
Well, it was something
that I thought that, you know...
...you might like seeing
as how you like shiny things and all.
It opens up too.
You can take it and look at the picture.
If you don't like it, old man Kurtzman
said he'd take it back.
Do you like it?
So you want me to be your girl?
Yeah, sure. I mean, if...
You know, if it's all the same to you.
Well, I suppose I can wear it
now and then.
- But that doesn't make me your girl.
- Yeah. Doesn't make...
Yeah, we had us a time, all right.
The way only city kids could.
I love it!
It says here Heracles himself
fought with the Argonauts.
Imagine Jason and Heracles
back-to-back.
- Yeah.
- Jason gleaming in his Golden Fleece.
Yeah. Yeah.
Then everything went right
straight to hell.
My Uncle Pete was
a has-been fighter.
Sand's dad, a beat cop who was
always looking out for dumb old Pete.
Hey, Pete! What's all this?
What's all...?
My Uncle Pete did the only thing
his punch-battered brain...
... could tell him to do.
Sand got there
a few minutes before me.
Come on.
I tried to be strong for both of us.
Come on.
I said some stuff.
I can't remember what.
And then that jerk reporter
latched onto us.
Sol, I can't miss this.
So, kids, just how does this
make you feel?
Are you scared?
- We ain't talking, so leave us alone.
- You gotta give me something.
I'll give you something.
I'll give you three words.
I hate cops.
Just leave us alone, will you?
I know you're heartbroke, Sand.
So am I,
but you didn't mean what you said.
Leave me alone, stay away.
- Give it a while.
- Give it a while?
- What? What, us?
- Well, yeah, that's what I mean.
So, sure, we grow up
and we have kids in this sinkhole?
You're just not talking straight.
And you become a cop
just like you always wanted to.
Yeah. Yeah, maybe I do.
Yeah, and then some punched-out
drunk of an old boxer shoots you dead?
- Do you think I want that?
- It wasn't Pete!
- It was that guido, and you know that.
- Who cares?
You know what?
I don't want your world.
I want diamonds,
and I want sports cars...
...and I want long dresses
and I want money. And I want lots of it.
And where are you going to find
all that, Sand?
I'm not gonna find it here.
Not in this toilet of a town.
So you're too good for me?
You're too good for all of us? Is that it?
I am too good for you,
and I am too good for this dump.
- I'm going away, I'm going far away.
- All right.
I'm gonna go
all over the world, become rich...
...and no one is ever gonna know
that I came from this hole!
No one.
And I am never coming back.
Then do whatever you want, Sand!
I don't care about you neither.
I never even wanna see you again!
I hate you, Sand.
I never saw her again.
Word is she took off for Europe.
I never knew if she was alive or dead.
Until now.
There's only one way this locket
ended up in poor Sussman's hand.
She was there. She was wearing it.
She is implicated.
If she's doing business
with The Octopus...
...then my feelings
don't mean a damn.
I must find Sand Saref...
...and bring her in.
My beautiful Sand Saref.
Are you missing something, my love?
Nothing important.
Just something I lost a long time ago.
Mark this moment, all of you.
A new age begins.
An age of great deeds.
An age of great power.
Yes.
All mine.
The blood of Heracles is mine.
I am sorely disappointed.
Which one of you brought me this?
I guess that'd be me.
- On your knees, then.
- Sure thing.
What happened?
What went wrong?
Nothing went wrong,
thanks for asking.
Where's my vase? I'm supposed
to have a vase full of blood.
- It's supposed to be in that box.
- Must've been in the other box.
What other box?
Must've been in the other box.
What other box, you fart?
The one the pretty lady run off with.
We was watching.
Sand Saref.
I thought I scared her off
with time to spare.
What's she doing in Central City,
anyway?
It didn't occur to you doorstops to
mention that there was a second box?
Nope, but it looked just like this one.
We was watching.
Seppuku across the stomach,
left to right.
That tickles.
With the sword, toe cheese.
So Sand Saref has the blood.
You know, you could've offed her
and brought back both boxes.
That would've simplified things
considerably.
Oh, I'm supposed
to do everything around here?
Now, that'll wake you up.
You have to do something
about Sand Saref.
Don't worry about Sand Saref.
That lady's got a thing for the bling.
She was after that other box
and whatever it is that's inside of it.
It's kind of creepy
the way it glows like that.
So the situation's hardly a debacle.
Sand Saref has
the blood of Heracles, yes.
But we have what she wants.
- All right, you fatheads listening to me?
- We sure are, boss.
Find Sand Saref, find her now.
Tell her I have no problem with her.
She can have her creepy,
blingy thingy.
Get me that blood.
And keep it safe!
Spill one drop
and I'll turn you all into hamburger.
Don't forget about The Spirit.
He's someone to contend with.
He's like a piece of gum stuck to the
bottom of your shoe that won't let go.
You know what I mean?
The kind you step on in the summer
that just won't let go.
Am I doing this right?
Yeah, looks good.
I was just wondering,
because it really smarts.
I hate stepping on gum,
even in winter.
Makes you step funny.
We're gonna kill The Spirit,
and we're gonna kill him now.
Or sometime soon.
He doesn't publish his address.
We're not going to look for him.
He's gonna come to us. Real soon.
You have a plan.
I left the man a clue
that will lead him right to us.
Right soon, I promise.
What's the hurries, anyway?
If The Spirit drinks the blood...
...if he so much as realizes
what it could do to him...
...what it could turn him into,
then we're finished.
And because I said so.
I am a man of my word, Ms. Saref.
Are you?
Take the promises you made
to your lovely new wife.
"Forsaking all others," and all that.
Let's not get personal, shall we?
Oh, we shall.
I commissioned you to find a certain
treasure for me, Mr. Donenfeld.
It was to mark the climax of my career.
Its crown jewel.
The lost treasure of the Argonauts.
And it was even worth me
coming back to this horrid city...
...just to touch it.
To hold it.
To have it be mine.
The shiny thing
to end all shiny things.
And I paid you a fortune for it.
And it would've been worth
every nickel, but you screwed me.
So now we're gonna take
every last one of those nickels...
...and transfer them
into another bunch of accounts.
What on earth are you talking about?
You're gonna be
quite the philanthropist.
Oh, type the numbers in for him,
darling. He seems a tad dyspeptic.
I'm going to need your password,
sweetheart.
All right.
All right.
It's robin.
R-O-B-l-N. Like the bird.
Or like the kid sidekick.
You know, the one with the cute
little tights and the tight little derrire.
It's going through.
Transfer complete.
Why the devil are you
doing this to me?
You sold me out.
- I didn't have any choice.
- Imagine my surprise...
...when I show up at the drop point
and ran smack into The Octopus.
I mean, what are the odds of that?
Unless you sold
the Argo's treasure twice...
...making a perfect ass of yourself.
A perfect ass.
Well, he didn't give me any choice.
- He's The Octopus, he threatened my...
- Your family.
Take a good look at those pictures.
They'll reach your family and every
news service on the planet...
...unless you render them irrelevant.
At least die bravely...
...rodent.
Hold all calls.
Excuse me, got any change?
What can I say?
Last night you were 20 minutes
from the morgue, and now look at you.
Just look at you.
I'd recommend three days' bed rest,
but why waste my breath?
Look who's talking.
You take the night off.
Yeah, I'm sure Mrs. Mahoney's
heart transplant can wait.
And we might as well just hold off and
see if old Spankowitz's liver explodes.
You need to have some fun.
Put your feet up, relax.
Maybe go see a show.
What about you, big man?
- What's on your agenda tonight?
- Oh, I don't know.
Things stay quiet,
I'd be up for anything.
- Anything?
- Sure, anything.
Dinner, movie.
Anything.
- So long as things stay quiet?
- Yeah.
- So long as things stay quiet.
- Sure.
Like every crook in Central City
goes on sabbatical?
Or maybe if I break the rules.
I feel like breaking all kinds of rules.
- Lower the blinds.
- They're all down.
Oh, fast hands.
And quiet.
- And sneaky.
- We'll keep things quiet, all right.
Very, very quiet.
Keep the mask on. Something tells me
it might be better that way.
Oh, Ellen, I lo...
You're in love with every woman
you meet, Mr. Spirit.
You say lovely things to all of us...
...and you mean every word you say.
Every time.
Ellen, it's only you.
But we don't even know
your real name.
I'll tell you my name.
Someday I'd love to do
your autopsy.
Oh, thanks for the thought.
I'd make a fortune.
Spirit! Front and center!
- He's all yours. Fresh as a daisy.
- You should get some sleep.
- You look like hell.
- Love you too, Daddy.
It's an honor to meet you, Mr. Spirit.
I'm Morgenstern.
Rookie, fresh from Baltimore.
Good to have you aboard,
Morgenstern.
Come on,
we haven't got the whole day.
- Dr. Dolan, I can't thank you enough.
- Just doing my job, sir.
Bastard.
- Marry me.
- Just doing my job, sir.
And what a job it is.
Central City's own masked manhunter.
You're worshipped by the kids.
Anything you'd care
to share with them?
Play it straight, youngsters.
Don't be too tough on your parents.
They work hard. And remember...
... brush your teeth.
Every word a pearl of wisdom.
Don't forget to remind them
to take their vitamins.
And for the ladies?
You know,
we hang on your every word.
Well, I don't think I could say anything
other than thanks...
...for being such amazing,
lovely creatures.
No two alike.
Jesus!
- Ever meet a skirt you didn't chase?
- Just trying to be nice.
You've been nice to my daughter.
When will you break her heart,
lounge lizard?
- Lounge lizard? Where do you get off?
- I'll call you anything I want.
I don't know
why I bother talking with you.
Because we fight crime,
and right now we got our hands full.
You noticed, have you? Thought with
all the tail you chase, you'd forgotten.
It's The Octopus.
Again with The Octopus.
He's up to something big
and it's got to do with me.
He said some weird stuff
about him and me.
I gotta find out what he's talking about.
It's important.
Hold it.
Can we forget about The Octopus
for one minute?
Just one minute?
Now, we got us a hot case
and a murder suspect...
...who's hauling her butt
to the airport.
- Her?
- Name is Sand Saref.
- Sand Saref?
- Sand Saref.
- Local girl.
- Only picture of her.
It's over 15 years old.
Father was a cop.
Took one in the face.
Disappeared following
her father's murder...
Told some snoop reporter
that she hated cops.
- Right on TV, she said she hated cops.
- She hated cops.
- That's what I said.
- Moved to Europe.
Eight marriages later, runs every
jewelry heist this side of Bulgari.
Except for in Central City.
- She never came back.
- You never heard of her.
- You never heard of her, right?
- She never came home.
You on drugs or something?
Come on.
Behind the lines, folks.
Behind the lines.
- Commissioner.
- Sand Saref.
She's overseen
hundreds of jewelry robberies...
...and in not one case was
a police officer so much as wounded.
Now, what are the odds
of that, huh?
Sounds like an Electra complex.
- What's that?
- Electra complex. Plain as your face.
Honey, I'm just an alter cocker.
Give me something to work with.
Old fart.
Jews today. Can't take time
to learn their own language.
Electra complex.
It's like an Oedipal complex
except it's for girls.
She doesn't hate cops.
She's just angry she lost her daddy.
Electra complex, plain and simple.
Damn. This girl's gonna
make detective in no time.
Thank you, sir.
- You like her new jacket?
- Excuse me?
You can't take your
eyes off the ladies.
There's no chance in hell you haven't
noticed Morgenstern's new flak jacket.
- Even if you are on drugs.
- I'm not on drugs.
State of the art, these jackets.
We had us a shipment
of these babies...
...but we couldn't pay for them
until today...
...when we got a very generous
private donation to the force.
One hundred million dollars
generous.
A lot of money.
You're damn straight it is.
It was like a bolt out of the blue.
An online donation. Anonymous.
Yeah, sure, anonymous.
Took our brain boys all of an hour
to track it right back here.
To the offices of an expert
in ancient artifacts.
Yeah, who turned said artifacts
into a fortune.
You might say he was a purveyor
of stolen property...
...or, as we put it in the vernacular,
a fence.
A world-class fence
by the name of Donenfeld.
Yeah.
But quelle surprise, old Donenfeld,
he ain't looking so good.
And my good buddy Seth here...
...he says the old man had a visitor...
...just about the same time
he got the hard goodbye.
What did you say her name was
again there?
Sand. Sand Saref.
She didn't have an appointment.
Sand Saref. Some moniker, huh?
Yeah, it's a strange name.
- It's one of a kind.
- Yeah.
And my good buddy Seth here...
...he couldn't be bothered
to even call it in.
My hands were tied, officer.
Mr. Donenfeld had a standing order.
I was never to come into his office
unless he called me in.
Never.
Never, ever, ever.
Yeah. Sure, kid.
Morgenstern, get his number.
No. Not murder, not her.
It's not possible.
- So you do know her.
- No.
- lf you're holding back on me...
- I'm not.
Your whole theory,
it doesn't make any sense.
Hey, it fits together like goddamn
macram once you factor in her...
What'd you call it again there?
- Electra complex.
- Yeah, that.
It's psychobabble.
Trying to hang a murder rap
on that woman...
...over some piece
of psychobabble?
Her name is Sand Saref and you
know her and you're covering for her.
- I never heard of any Sand Saref.
- You're lying!
- Get your hand off my arm, Dolan.
- You're lying to me.
Let go of my arm
before I break yours.
Orders, sir?
Tail him.
He's lying.
You did a neat little job
up there, Sand.
You shouldn't have signed it.
Officer Morgenstern, you wanna help,
find me a lead to The Octopus.
I will see it.
- There.
- I'm in.
And the aces have it.
This I keep as a souvenir.
The rest goes to the man who can
get a message to The Octopus.
I thought I was closing in,
putting it all together.
That three years on,
here in my second life...
... I had a pretty good idea
of what I had to do.
It all got down to me
and The Octopus.
We were headed for a showdown.
I was finally gonna scrub
the city clean of him...
... once and for all.
It wasn't pretty
but it was simple enough.
Then you come along like
a sack of rocks to my face.
What's the story, Sand?
What the heck is going on?
All night, I've been rolling it around
in my skull.
You and The Octopus?
You and murder?
Dolan's gotta be wrong.
There's gotta be more to this,
some explanation.
Not murder, not you.
Can't believe that about you.
You were tough, Sand,
on the outside...
... but inside, you were warm.
And soft.
All woman.
One thing I'd bet
my bottom dollar on:
You wouldn't be caught dead
hiding out in a fleabag...
... like any ordinary
criminal would. No.
No, your taste was
always first-class.
All the way.
Weird.
That's just plain damn weird.
Sir, you promised the new
hyper-addictive synapse accelerant...
...would be ready by last week.
Don't you think
that's plain damn weird?
Yes, sir. Just plain damn weird.
Also, our profits
are down 20 percent.
Good. I was beginning to think
it was just me.
That's plain damn weird.
Yes, sir.
I was trying to make us a smart one...
...and this thing
just sort of popped out.
Twenty percent across the board.
Reduce the price on the old stuff,
we'll make it up in units.
Word has hit the streets
about the side effects.
No one likes having their teeth
turned into graham crackers.
How can I get anything done
with all this time on my hands?
Besides, when my buddies here
find Sand Saref...
...I won't need profits,
I'll have the blood.
Then if I want something,
I'll just take it.
That's what gods do.
He is really damn little.
I mean...
...it's really little.
- They can't find her.
- Yeah, we can't find her.
- We looked everywhere.
- Except where she was.
- We should've looked there.
- We did look.
- Where's that?
- Kill them all, please.
Just kill them all.
We can't spare them.
- We're running low.
- Yeah.
- You're running low on us.
- Floss said so.
We was listening.
I'm depressed.
I wish The Spirit would come so
I could get me some real killing done.
I told you already,
that's going to be complex.
Spirit thinks he can't stay hurt.
That stuff I put in him and me
is unstable.
Might not last.
The blood will take care of that.
Meanwhile, I'm getting
El Espirito dead while I still can.
To that end...
...I got us another opinion.
Brought in a specialist.
Someone to seal the deal.
You speak to my soul, monsieur.
The black-eyed Venus
is in Suite 1510.
Long time no see, Sand.
You gonna arrest me? Or do you have
something else in mind?
I'm bringing you in.
Hands behind your head.
You sure about that?
Don't make me repeat myself.
Hands behind your head.
Your wish is my command.
Okay.
Put a robe on or something
but no tricks.
Yes, sir, Mr. Spirit, sir.
Oh, watch out for my husband,
you'll trip.
Why this?
It's not like I killed him.
He did it to himself about an hour ago.
It's all the fault
of this goddamned vase.
He tasted the stuff
and, well, see for yourself.
- It's stolen.
- Oh, yeah.
You are a common criminal.
There's nothing common about me.
You're a criminal. I'm bringing you in
for the murder of a fence, Donenfeld.
If you're gonna lock me up...
...do it over something
I am actually guilty of, stupid.
Oh, you're guilty of a lot.
I could burn a priest's ears
confessing the half of it.
But this time, my hands are clean,
crime fighter.
So run on home,
wait for the forensics report.
I haven't shot anybody in days.
There probably isn't a law
on the books that you wouldn't break.
Do I look like a good girl?
You don't care who you've hurt?
What's that got to do with anything?
Sand, The Octopus, that fence
and you?
Now, after all of these...
Nothing fits together.
There's that crazy talk
from The Octopus about him and...
Listen, mister...
...I don't care.
I don't even care about people
that I like and I don't know you.
No, of course you don't.
But things, now, those you care about.
I don't see what use
I could possibly be to you.
I have nothing to offer
this rotten little town of yours.
As a matter of fact, I despise it.
There's one thing between that river
and that ocean that I came here for.
What? That stupid vase?
It wasn't supposed to be a vase.
It was supposed to be worth
something more than jewels.
Something a little girl's dreams
are made of.
I knew a little girl like that once.
You don't know anything. Get out.
She was a very sweet girl
but the world broke her heart.
She wasn't after any vase.
She was looking for a hero.
Weren't you, little girl?
You were looking for a hero
and his armor.
The only man who would know that
is dead.
The Fleece. The Golden Fleece.
Jason's Golden Fleece.
He's dead.
You're dead. You're dead.
- Will you look at that?
- Don't that beat all?
Hey, it's The Spirit.
- He's street pizza.
- He looks stupid.
- Wanker.
- You'll believe a man can't fly.
Jump already.
Jump, jump, jump
Jump, jump, jump
Get me the hell out of here.
Not right now. I'm kind of busy.
It's Morgenstern.
I might have a lead for you.
Nobody noticed all of that salt.
It was right under our noses.
- Could you pick up the pace?
- Salt. Industrial salt.
One of The Octopus' henchmen,
we found him dead near the flats.
Remember where Sussman got shot?
Industrial salt,
it was caked all over his shoes.
Dolan was right.
you'll make detective in no time.
Thank you, sir.
I gotta go.
I'll buy you a drink.
All right, folks, show's over.
Time to move on.
Yeah, well, Sand,
that went great, didn't it?
Reunions between old sweethearts
will have to wait.
I got bigger fish to fry.
I'm coming after you, Octopus...
...but before I kill you, you're gonna
answer me some questions.
Morgenstern said there was salt on
his shoes. There's plenty of it here.
Plenty of bad guys too.
All the enemy has
is guns and knives.
I have an entire city as my weapon.
My arsenal:
Iron-jawed fire escapes.
Man-made lightning.
Unforgiving pavement.
She provides for me.
She protects me.
She is my mother, my city is.
She's a good mother.
She always shows me the way.
What a fine detective.
You followed the breadcrumbs
right to us.
You're not doing anybody good
by falling asleep on the job.
So why don't you go home,
get yourself some proper rest?
You look like something
that the cat dragged in.
So sweet of you to come by, Daddy.
I was just checking in on Sussman.
They wouldn't let me see him. Twits.
Sussman's still in critical,
they're trying to save his spine.
Yeah? What's the odds
of him walking again?
Hard to tell.
Miracles do happen.
Damn Spirit.
- He's over the edge.
- Don't go there, Daddy.
- He's a goddamn menace.
- He's something the world needs.
He's a hero.
He's a goddamn menace and my
own daughter's in love with him.
He's why you're killing yourself,
waiting up.
Yes. He's why I'm still here tonight.
Yeah. Just in case
they wheel him in here...
...one more goddamn time.
- Just in case.
So you can lose your youth
stapling his parts back?
I'm not a child.
And I rarely use staples on anybody.
- Can't you see what you're doing?
- I know exactly what I'm doing.
I'm giving him exactly what he needs.
- He's using you.
- He needs me.
I'm the only one who knows his body.
How to treat him.
Plenty of dames who know all about
his body, from what I hear.
That's not what I meant.
Plenty of broads he's stretched across
a gurney or what have you...
...knowing just what to say.
So this is why you came here tonight.
Melting them like butter
with his fingers...
That's enough.
Don't make me ask you to leave.
Honey, I don't know
how to talk about this stuff.
You surely don't.
Why do you think I spend my nights
knocking around that house all alone?
Guess she had her reasons.
You're married to your job.
So am I.
So is he.
You were so much happier
in the old days with Denny.
Denny's dead.
Yeah.
Yeah, Denny Colt is dead.
- Sweet kid.
- Yes, he was.
And I'll never forget him
but we keep going.
I lost my Boy Scout.
Yeah. Yeah...
...and I lost my little prom queen, huh?
- Good night, sweetheart.
- Good night, Daddy.
I just hope that son of a bitch
knows how lucky he is.
He doesn't.
I can feel you.
You're so weary.
Let me hold you.
What smells dental?
Dental and Nazi.
Great.
Oh, no.
Oh, brother.
I've known some pretty strange women
in my time, some darn strange women.
But this one...
...if she is who I think she is,
she's got the final word on strange.
I am Plaster. Plaster of Paris.
I will stick to my man.
Till death do us part.
Death.
Death. Death, death.
It's just about all we think about,
isn't it?
We eat...
...so we won't die.
We mate so that
our seed will live on.
Create art and build skyscrapers...
...so that our names
will be remembered for centuries.
Mr. Long, my good friend,
how are you?
What can I do for you?
A message?
And from whom would that be?
Sand Saref. Oh, yes, I know her.
Well, you should've known better
than to play cards with her.
And what would her message be?
The projects?
Out off that old main drag, oh.
Hell, yeah, I know it.
Tomorrow night, then.
Let's say...
...after dinner.
Zai jian, my honored friend.
- Where was I?
- Death.
Death, yes.
We live our short...
...frantic, fearful lives,
twisting this way and that.
Music and ambition.
Making up gods, afterlives,
all to keep our eyes off...
...that immovable, impassable,
diamond-hard retaining wall...
...that is death,
realizing it will splatter our brains...
...like eggs.
Pardon me,
but is there a point to all this?
Because I'm getting old
just listening to you.
Man, you are really thick.
You just don't get it.
We're two of a kind, you and me.
Ain't neither one of us getting old.
Well, I sure as heck can get bored.
You keep teasing about
how we're two of a kind.
So how's that?
What are we, Octopus?
I'm getting to that.
Well, move it along.
Do you remember your death,
pretty boy?
Not the sort of thing a guy forgets.
Yeah, I remember.
When they wheeled you in,
you were stone-cold dead.
Not a breath of life in you.
You were perfect.
Dead as Star Trek.
And I was your coroner.
But I was, oh, so much, much
more than that.
I'd built up a righteous drug trade.
It's amazing how much a hospital
doesn't miss.
All you have to do is water it down,
spruce it up and achtung.
Swiss bank accounts.
But mere money was never
what The Octopus was after.
All right, so I give up.
What were you after?
lmmortality.
All five sweet syllables of it.
There had to be a better way
to keep someone alive...
...other than cutting them open
like some free-range chicken.
Free-range chickens with their big,
brown, ugly-ass eggs.
They piss me off.
Every time I think about those big,
brown eggs, they piss me off.
Or pills.
They're just another way to stall death.
Cling on for a heartbeat.
Hardly the answer.
- I got down to basics.
- The essence of life.
- I cracked code.
- Genetics.
- That's how smart I am.
- Yeah, you're a real smart fella.
Thank you. But it wasn't that easy.
And I've got a freezer
full of stray beagles to prove it.
Oh, what that serum did
to those poor dogs...
...was just plain wrong.
But when I got it right,
well, I had to try it out.
I wasn't about to try it on myself.
I might've come out looking funny.
I needed a human.
And there I was.
And there you was.
I gave you a modest injection
and I waited.
Your second life
began that very night.
Do you remember?
Oh, yeah, I remember.
Somewhere in the midst
of all that praying...
... and whimpering and sniveling...
... you must have found
something sharp.
You know, I always wanted to ask:
Where did you go when you got out?
I took a walk.
I had myself a think.
I visited an old friend.
I don't know what happened,
but I still move, I still breathe.
It's impossible, but I'm still alive.
All my life, all I wanted to be
was a good cop.
That's all changed.
Everything's changed.
They're winning, sir.
The bad guys are winning.
I think I've got something more
to fight back with now.
I'm something else now.
I can go places, I can do things
they won't let cops do.
But I can't have any weaknesses.
No name. No friends.
I have to stay dead
in everybody's eyes.
Even Ellen's.
But I could be your spy.
I could work with your men.
Behind them, in the shadows.
I could be
the city's protector, its... Its...
Its spirit.
Exit hero cop, enter The Spirit.
Pain in the ass. Tough as nails.
Eureka!
So I shot myself up, and we became
brothers under the skin.
So, what the hell are we, Octopus?
You're works in progress.
And once he has the vase
and its contents...
...its mystic contents,
lost over millennia...
...he'll drink of it
and he'll become immortal.
Don't tease.
Seeing as how I'm gonna die anyway,
clue me in.
What's in the vase?
- Thor's hammer?
- No.
Better.
The DNA...
...of a god.
- Not a god. Not exactly.
Yeah, because, you know, humans
and gods, well, they don't mix very well.
The only route to take is to find the
connection between man and god...
...the child of an immortal
and a human.
See, Zeus couldn't keep it in his pants,
so he made bags and bags of heroes.
Now, the greatest of them all
was Heracles.
And we found his ass.
Well, his blood anyway.
He left some blood around.
And we know where it is.
So that's the missing link
between science and magic.
Now, once Heracles' blood mixes
with Octopus' formula...
- I become a god.
- Or the next best thing.
I become a god.
And you'll be just one more
sad little byproduct.
One of his many, many, many failures.
Come on, now.
Rome wasn't built in a day.
Besides, look at all the lovely buddies
I've made along the way.
We was easy to make.
Yeah, the boss says
we was easy to make.
But your failures were several.
And unpleasant.
Yeah, you know,
you get so much as one little drop...
...the wrong temperature,
and everything just...
Let me show you.
It's kind of sad...
...but it's really kind of cool too.
This is Muffin.
She's my favorite.
We have to have people over
more often.
I like this.
The cat.
She is all the reason I need.
I will kill you.
- Oh, no, you have to die, Spirit.
- Yeah, because you got the juice, man.
Your system's been prepared.
You're the only one the blood won't kill.
One sip and you could be rendered
as immortal as he.
The Octopus can be the only one.
There can be no competition
once he's world ruler.
Yes, then everyone
will have to do what I say.
They will all have to do what I say
because I will be the ruler of the world.
Then everything
will start to make sense.
Yes, everything will make sense.
Everything will start to make sense.
Let's get back to business.
Yes, back to business.
Back to killing your ass.
Now, here's where things
become a little tricky.
It's all about integration.
Now, in your current state,
you heal very quickly.
Your wounds mend in moments.
The only solution, it turns out, is to
affect your systemic disintegration.
In short...
...to render you into
so many different parts spread so far...
...that reintegration
would be impossible.
And being the man that I am...
...I like to start from the bottom
and work my way up.
Floss, bring me those bags.
I'm going to mail your ass
all over the country.
Plaster...
...bring me his toes.
Plaster.
Enough of this frog talk.
I don't understand it.
Paris...
...give me his toes.
That's an order.
I hate you.
This is for Sand.
This is for me.
And this one's for Muffin.
That all you got?
Who is this Sand?
Not now. Let's go.
The Spirit.
Plaster.
And this is for Sand.
I am Plaster of Paris.
The toast of Montmartre.
I will stick to my man.
Till death do us part.
You're close now.
Very, very close.
You can't fight me.
You. You are mine. Mine. Mine.
Hey, man, I know the feeling.
You should meet my wife.
Just put one foot in front of the other.
Here we go again.
I'm dead again.
The fight's gone out of me.
I'm ready for you, Lorelei.
Come.
Come. Come. Come.
Come.
It is time.
Come. Come.
No more pain.
No more suffering.
Give up the last of it, Denny.
Give up the ghost.
Give up the spirit.
Yes, my darling. Yes.
No.
It is done.
It is done. It is done.
What's it they say about
when you die...
... about your whole life
flashing before your eyes?
Forget all that.
All I see are women.
My sweet Ellen, always there to put
my ragged pieces back together.
And Sand.
That poor lost soul.
Beautiful, beautiful Sand.
It's so funny my last thought
would be of Sand.
No.
Lorelei, you're not for me just yet.
No, not again.
They need me. I gotta go back.
I will always be with you, Denny Colt.
You won't escape me forever.
They need me.
Sand...
...at the projects.
Octopus.
Pieces.
Pieces of Sand.
Pieces.
Pieces of Octopus.
You son of a bitch, Octopus.
You're mine.
Always with The Octopus.
- Excuse me, but wasn't he, like...?
- Not right now.
But three hours with no vitals.
Shouldn't he ought to be dead?
It's a long story.
Somebody get me a tie.
And it sure as hell better be red.
- This time, you better know your place.
- Hold on.
You're supposed to be my spy,
not some vigilante.
If you go all cowboy on me again,
I am gonna blast you in half myself.
- You got that?
- I got an idea.
- I'm atwitter.
- No, it's good.
I promise.
Hey, you keep that thing pointed
at The Octopus.
When I give you the word,
you blow his head off.
Then it's on with our wedding night,
huh, baby?
Yeah, baby. Our wedding night.
Who the hell are you?
- You The Octopus' girlfriend?
- Oh, no, it's not like that.
- I mean, this is fun for me.
- Fun?
We show up here,
we look fabulous doing it...
...we swap things, then we leave.
- You're looking to get yourself killed.
- Would you lighten up?
- Should we start shooting?
- Don't know.
- No shooting.
- No shooting, you polyp.
No sign of The Octopus.
Hell of a waste of time
if he didn't show up.
Whenever he does, sir,
we are locked and loaded.
That cannon could take out the moon,
rookie.
Sir, I'm an excellent shot.
Is every goddamn woman
in this goddamn hellhole...
...out of her goddamn mind?
- No, sir, we're just equipped.
Sweetie, he's just using you.
Sure he is. I run a very lucrative
operation and I'm great eye candy.
I walk away,
I have my Ph.D. all paid for.
Fine. Tell lug nuts over there
to give me the box.
And you, you start that walking.
As far away from that animal
as you possibly can.
He will kill you. He kills everything.
All right, fine. I just think you're taking
this way too seriously, that's all.
Give them the vase.
Boss said I start shooting now.
Get in the truck.
Nobody goes anywhere.
Floss...
...fetch me that vase, please.
Get in the truck.
Give me the blood of Heracles, now.
Walk.
Heracles?
I always thought it was "Hercules."
You.
Sand, you found your armor.
Use it.
What is it with you and women?
Octopus...
...you were right.
We're mistakes.
We never should have happened.
- Sir, this is crazy.
- Hold your horses.
He doesn't want any cops
getting killed.
You're not making this easy.
Come on, kid.
It ends tonight.
You got that right.
I'm The Octopus.
I got eight of everything.
There's shot to hell.
And shot to hell.
And there's just plain ridiculous.
Now.
You idiot, Octopus.
All we needed was to flush you
and your gunsels out.
Move, move.
Give it to him, boys.
Commissioner Dolan,
your daughter's here.
We need more men over there.
- Baby, you don't wanna be here.
- You're joking, right, Daddy?
Have you forgotten what I do
for a living? He might need me.
You'll be in his way,
he doesn't want you here.
You don't know that.
You don't know him.
You don't know a damn thing.
Stop her. Pull her back.
Yes, sir.
Runny eggs.
Finally. Yes.
Yes.
Yeah!
Wha...?
Nice investment, Sand.
Passes its first field test.
Let's die.
Oh, God. Oh, God, no.
No. Oh, God.
Mother.
I guess it's time
to finally drop your armor, Sand.
You lost something.
Old man Kurtzman said
he'd take it back.
Well...
...maybe I'll wear it now and then.
But it doesn't mean I'm your girl.
Ellen. Ellen, are you all right?
Goodbye, Sand.
Goodbye, Denny.
Goodbye, Spirit.
- Is that Saref?
- Give me this one, Dolan.
Just let her go.
She saved me.
She saved the world.
Yeah, well,
you had something to do with it.
All right. All right.
Just stay out of my face.
So who the hell was that back there?
Who is she?
Just an old flame.
Yeah, she looks old.
- It's you I love, baby. With all my heart.
- Yeah.
Me and every other woman
you meet.
You are amazing.
Neat work yourself, rookie.
Bastard.
We start from scratch.
Who knows what I'll do?
She wakes. Grouchy as always.
Endlessly noisy.
Endlessly alive.
She's all I really have.
My only hope.
My only constant.
The secrets of The Octopus
died with him.
I don't know what I am
or how long I got.
Heck, maybe I'll live forever.
I hope not.
That's nothing any man
ought to have.
That's nothing any man
ought to want.
Denny Colt is dead.
I'm something else now...
... and I can never give my heart
to anyone but her.
She will always be mine
and I will always be hers.
She owns me, body and soul.
She is the love of my life.
She is my city.
And I...
... am her Spirit.