List of Ultimate Spider-Man episodes

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Ultimate Spider-Man is an animated television series based on the superhero Spider-Man and the comic book series of the same name. The series premiered on Disney XD in the United States on April 1, 2012. Ultimate Spider-Man aired alongside The Avengers: Earth's Mightiest Heroes during the all-new Marvel Universe block. The series is loosely based on the Ultimate Spider-Man comic book series, and contains mostly original story material. Influences from the Marvel live-action movies are also noticeable, especially the introduction of Phil Coulson as a recurring character. The forthcoming third season has been renamed as "Web-Warriors".[1]

Series overview[edit]

Season Episodes Originally aired (U.S. dates) DVD and Blu-ray release date
Season premiere Season finale
1 26 April 1, 2012 October 28, 2012
2 26 January 21, 2013 November 10, 2013
3 TBA August 31, 2014[2] N/A

Episode list[edit]

Season 1 (2012)[edit]

No. in
No. in
Title Directed by Written by Original U.S. air date Prod.
1 1 "Great Power (1)" Alex Soto & Tim Eldered Paul Dini April 1, 2012 (2012-04-01) 101

High school student Peter Parker has been fighting crime in New York City as the masked vigilante Spider-Man for one year. Nick Fury, director of international peace-keeping agency S.H.I.E.L.D., approaches him with an offer to train with S.H.I.E.L.D. and become part of a new superhero team that is being assembled. Spider-Man at first declines the offer, but after his school, Midtown High, is attacked by the Frightful Four (a super-villain team commanded by mad scientist Doctor Octopus), he starts to wonder if he really should have declined.

Introducing Characters: Peter Parker/Spider-Man, Nick Fury, J. Jonah Jameson, Oscorp, Norman Osborn, Doctor Octopus, Mary Jane Watson, Harry Osborn, May Parker, Flash Thompson, S.H.I.E.L.D., the Frightful Four (consisting of Trapster, Wizard, Thundra and Klaw)

Introduction in cameo: Ben Parker, Captain America, Iron Man, Thor, Hulk
2 2 "Great Responsibility (2)" Phil Pignotti & Tim Eldered Paul Dini April 1, 2012 (2012-04-01) 102

Spider-Man accepts Nick Fury's offer to train with S.H.I.E.L.D., and is put together with four other teenage superheroes: Nova (Sam Alexander), White Tiger (Ava Ayala), Luke Cage (Power Man) and Iron Fist (Danny Rand). Doctor Octopus sends the Frightful Four after Spider-Man again, and while Spider-Man doesn't initially get on with his new teammates, he has to learn to work alongside them to defeat the Frightful Four.

Introducing Characters: Ava Ayala/White Tiger, Luke Cage/Power Man, Sam Alexander/Nova, Danny Rand/Iron Fist, Curt Connors, Phil Coulson
3 3 "Doomed" Gary Hartle & Jeff Allen Man of Action April 8, 2012 (2012-04-08) 103

A childish argument between Spider-Man and Nova gets their entire team grounded. To prove themselves to Fury, the super-youths go through S.H.I.E.L.D.'s database of the most wanted supervillains to see who they can defeat and apprehend in order to impress Nick Fury. When the choices Batroc the Leaper, Blizzard, Melter, MODOK, Toad, Whirlwind, and Lady Porcupine prove unpopular, Spider-Man and his team go to Latveria to track down Doctor Doom. The young heroes capture Doom, but things take a turn for the worst when Doctor Doom tricks the team into taking one of his Doombots aboard the Helicarrier.

Introducing Characters: Doctor Doom
4 4 "Venom" Alex Soto Man of Action & James Felder April 15, 2012 (2012-04-15) 104

Using DNA from a sample of Spider-Man's blood, Doctor Octopus creates an artificial, symbiotic life form named Venom. Driven by its desire to bond with Peter, the creature escapes from the laboratory, tracks him down to a house party and wreaks havoc, jumping from host to host and possessing each of Peter's teammates. At the end, Harry finds a sample of the venom and trains it (what happens next continues in Back in Black).[3]

Introducing Characters: Venom
5 5 "Flight of the Iron Spider" Phil Pignotti Man of Action April 22, 2012 (2012-04-22) 105

After a fight with the Living Laser, Spider-Man meets Iron Man, a superhero he idolises. Impressed by Spider-Man's scientific knowledge, Iron Man builds him a high-tech armour suit called the Iron Spider, which is equipped with an array of powerful weaponry. Despite lacking the necessary skills and having no control over the suit's functions, Spider-Man becomes increasingly smug about his new equipment, which puts a strain on his relationship with the team.

Introducing Characters: Iron Man, Spider-Ham, J.A.R.V.I.S., Living Laser

Introduction in cameo: Spider-Ham
6 6 "Why I Hate Gym" Jeff Allen & Gary Hartle Man of Action & Joe Fallon April 29, 2012 (2012-04-29) 106

Taskmaster goes undercover and infiltrates Peter's school to seek out Spider-Man. Spider-Man and White Tiger must put their differences aside and find a way to defeat an opponent who can mimic all of their physical abilities. (Taskmaster assumed it was Flash Thompson until Spider-Man and White Tiger trick him.)

Introducing Characters: Taskmaster (animated debut appearance), Batroc the Leaper
7 7 "Exclusive" Alex Soto Man of Action & Dani Wolff May 6, 2012 (2012-05-06) 107

Spider-Man agrees to a video interview with aspiring news reporter Mary Jane Watson, but the interview is interrupted when the Incredible Hulk appears in Manhattan and goes on a destructive rampage. Mary Jane continues to film as Spider-Man tries to stop the Hulk, but unbeknownst to either of them, something much more dangerous is hiding out of sight.

Introducing Characters: Hulk, Zzzax
8 8 "Back In Black" Phil Pignotti Man of Action May 13, 2012 (2012-05-13) 108

A mysterious new superhero dressed in black and with similar abilities to Spider-Man appears in New York, and attracts positive public attention. Peter suspects the new hero to be Venom, but his teammates dismiss his suspicions as jealousy. Peter then discovers the hero's true identity, his friend Harry Osborn bonded with the Venom symbiote, and he tries to persuade Harry to get rid of it before it corrupts his mind and turns him evil.

Introducing Characters: Black Suit Spider-Man

Introduction in cameo: Dragon Man, Galactus, Doop
9 9 "Field Trip" Alex Soto Man of Action & Eugene Son May 20, 2012 (2012-05-20) 109

During a school field trip to a museum, Danny translates the engraving on an ancient Norse rune stone and accidentally summons a Frost Giant. The Norse thunder god Thor arrives to aid Spider-Man's team, but magic from a medallion around the Giant's neck turns Thor into a talking frog. The team follow Thor to Asgard, where the power-hungry Loki is working with the Frost Giants to seize the Asgardian throne.

Introducing Characters: Thor, Loki, Odin, Frost Giants, Eitri, Throg
10 10 "Freaky" Jeff Allen Brian Michael Bendis June 17, 2012 (2012-06-17) 110

After Spider-Man and the X-Man Wolverine apprehend the mutant Mesmero, the vengeful supervillain uses his mental powers to switch their minds, creating a serious identity problem for the two so different heroes when Sabretooth comes to town.

Introducing Characters: Wolverine, Mesmero, Sabretooth

Introduction in cameo: Deadpool

Note: This episode is based of issues #66 and #67 of the Ultimate Spider-Man comic book.
11 11 "Venomous" Phil Pignotti Man of Action June 24, 2012 (2012-06-24) 111
Venom resurfaces, again using Harry as his host, this time targeting Harry's neglectful father, Norman. While Norman Osborn does not want his potential secret weapon damaged, Spider-Man is confronted with the dilemma of choosing between helping Harry on his own or putting his trust in his teammates, who have orders from Fury to finish Venom off.
12 12 "Me Time" Alex Soto Man of Action & Jacob Semahn July 1, 2012 (2012-07-01) 112

After a fight with Whirlwind, Spider-Man insists on a weekend off from Nick Fury and S.H.I.E.L.D. However, Doctor Octopus chooses this very time to attack Spider-Man when his job is threatened by Norman Osborn.

Introducing Characters: Whirlwind
13 13 "Strange" Jeff Allen Man of Action & James Felder July 8, 2012 (2012-07-08) 113

The population of New York is plunged into a mysterious sleep, but Iron Fist manages to keep both himself and Spider-Man awake with chi energy. They seek the help of sorcerer Doctor Strange, and he explains the spell is the work of the demon Nightmare. To break the spell, the heroes have to enter the Dream Dimension and defeat Nightmare, facing the physical manifestations of their deepest fears and insecurities in the process.

Introducing Characters: Doctor Strange, Nightmare, Ben Parker, Shou-Lao
14 14 "Awesome" Phil Pignotti Man of Action & Eugene Son July 15, 2012 (2012-07-15) 114

Peter Parker struggles to split his attention between completing his science fair project with Luke Cage and combatting Juggernaut. In his desperation concerning the former, he decides to "borrow" one of Dr. Connor's inventions, which becomes an (quite literally) even bigger threat to the city.

Introducing Characters: Juggernaut, Awesome Android

Introduction in cameo: Howard the Duck
15 15 "For Your Eye Only" Jeff Allen Brian Michael Bendis July 22, 2012 (2012-07-22) 115

The Helicarrier is commandeered by Zodiac, an elite criminal organisation, who imprison Nick Fury, hack into S.H.I.E.L.D.'s database and set the ship to self-destruct. Spider-Man is left as the only person who can save Fury and stop Zodiac before they obtain valuable data and the ship self-destructs over New York City.

Introducing Characters: Scorpio, Zodiac
16 16 "Beetle Mania" Alex Soto Man of Action & Scott Mosier July 29, 2012 (2012-07-29) 116

Spider-Man's harshest critic, outspoken news magnate J. Jonah Jameson, is targeted by the Beetle, a villain equipped with an array of high-tech weaponry. Much to Peter's annoyance, Fury tasks the team with guarding the Daily Bugle building, but when Mary Jane tells Peter she is meeting Jameson for a job interview, he tries to stop her entering the building in case the Beetle attacks.

Introducing Characters: Beetle

Introduction in cameo: MODOK, Doc Samson, Abner Jenkins, Leila Davis
17 17 "Snow Day" Phil Pignotti Man of Action & Rich Fogel August 5, 2012 (2012-08-05) 117

Agent Coulson orders Spider-Man and his team to report to a S.H.I.E.L.D. Arctic base for winter survival training. They instead go against their orders and sneak off to a deserted tropical island (which Nova finds on the S.H.I.E.L.D. database) for a vacation. However, while the island seems like a beautiful paradise, something sinister is lurking in the sand, and does not want his new "play-mates" to leave again.

Introducing Characters: Sandman
18 18 "Out of Damage Control" Jeff Allen Man of Action & Scott Mosier August 19, 2012 (2012-08-19) 118

Spider-Man's team fight the Wrecking Crew, but they end up unintentionally causing massive amounts of property damage. Fury assigns them to clean up their mess by working alongside Damage Control, a clean-up company that specialises in clearing collateral damage caused by superheroes. Spider-Man is frustrated by this seemingly boring assignment, but he begins to suspect criminal activity within Damage Control when he notices their CEO Mac Porter acting suspiciously.

Introducing Characters: The Wrecking Crew (consisting of Bulldozer, Piledriver, Thunderball and Wrecker), Damage Control, Mac Porter

Introduction in cameo: Captain Ultra

Note: This episode is dedicated in memory of Dwayne McDuffie (the co-creator of Damage Control and writer of some of the first Damage Control comics) who died in February 2011.
19 19 "Home Sick Hulk" Alex Soto Danielle Wolff & Man of Action September 9, 2012 119

After Hulk falls sick with an alien infection caused by the Phalanx, Spider-Man, who fears that S.H.I.E.L.D. will lock the Hulk away rather than help him, tries to hide him at his house from the Phalanx, Nick Fury, and Aunt May.

Introducing Characters: Phalanx
20 20 "Run Pig Run" Phil Pignotti Man of Action & Eugene Son September 16, 2012 120

Loki gets revenge on Spider-Man by turning him into a pig using an enchanted hot dog. With the help of Thor and the entire S.H.I.E.L.D. force, "Peter Porker" must survive an Asgardian boar hunt across New York City.

Introducing Characters: Spider-Ham, Executioner
21 21 "I Am Spider-Man" Jeff Allen Man of Action & Joe Fallon September 23, 2012 121

Peter Parker is shocked to discover that Midtown High is putting on a Spider-Man musical starring Flash Thompson as Spider-Man. The matter becomes dangerous when Trapster mistakes Flash for the real Spider-Man.

Introduction in cameo: Miles Morales
22 22 "The Iron Octopus" Alex Soto Man of Action & Frank Tieri September 30, 2012 122
Doctor Octopus hacks into Iron Man's armours and sends one to kill Norman Osborn. While Norman blames Iron Man for the attack and threatens legal action, Spider-Man recovers a tentacle from an Octo-Bot and learns more about Doctor Octopus' history with both Oscorp and Norman himself. Doctor Octopus then attacks the Helicarrier in an arc reactor-powered suit of armour and abducts Norman and Harry, so Spider-Man dons the Iron Spider suit to save them.
23 23 "Not a Toy" Phil Pignotti Brian Michael Bendis October 7, 2012 123

Spider-Man's team is having a friendly training session with Captain America on board the Helicarrier. While handling Captain America's shield, Spider-Man accidentally throws it out of the window, and it lands in Latveria's New York embassy, where it is found by Doctor Doom. Spider-Man and Captain America try to sneak into the embassy and retrieve the shield before Doctor Doom has a chance to exploit it for his own nefarious purposes.[4]

Introducing Characters: Captain America
24 24 "Attack of the Beetle" Jeff Allen Man of Action & Scott Mosier October 14, 2012 124
To Peter's horror and jealousy, Aunt May and Coulson have become close and decide to go on a dinner date. Peter's plans to crash the party, however, are dashed by an appearance by the Beetle, who has an old grudge with Coulson.[4]
25 25 "Revealed (1)" Alex Soto Man of Action & Eugene Son October 28, 2012 125

Doctor Octopus captures Spider-Man and takes more blood samples for his experiments. Norman Osborn reveals himself to be the true mastermind behind all of Doctor Octopus' schemes, and he plans to create an unstoppable army from Spider-Man's DNA. Doctor Octopus is angry at Norman for treating him unfairly, so he takes revenge by injecting him with a mixture of DNA from both Spider-Man and Venom, mutating him into a green-skinned monster.[4]

Introducing Characters: Green Goblin
26 26 "Rise of the Goblin (2)" Phil Pignotti Man of Action & Jacob Semahn October 28, 2012 126
The Green Goblin attacks Midtown High, so Spider-Man and S.H.I.E.L.D. escort Harry onto the Helicarrier for his own protection. The Goblin tracks the Helicarrier down, launches an assault and sends it crashing into the sea. As the ship sinks, Spider-Man tries to save Harry and convince him Norman has become evil, but the Goblin manipulates Harry into calling out the Venom symbiote and teaming up with him to destroy Spider-Man.[4]

Season 2 (2013)[edit]

No. in
No. in
Title Directed by Written by Original U.S. air date Prod.
27 1 "The Lizard" Roy Burdine Man of Action & Jacob Semahn January 21, 2013 (2013-01-21)[5] 201

Spider-Man's team investigate Doctor Octopus' newest hideout, and confiscate a case containing several vials of formula made from DNA of different animals. S.H.I.E.L.D scientist Curt Connors (whose left arm had to be amputated after the Helicarrier crash) injects himself with formula containing lizard DNA, and while it successfully restores his arm, it eventually turns him into an irrational reptilian monster.[5]

Introducing Characters: Lizard
28 2 "Electro" Phil Pignotti Man of Action & Eugene Son January 21, 2013 (2013-01-21)[6] 202

Electro, a villain with the power to manipulate electricity, takes control of every electrical device in New York and causes a mass blackout. Left unable to contact S.H.I.E.L.D., Spider-Man and his team have to learn to cooperate with each other and defeat Electro without the aid of technology.[6]

Introducing Characters: Electro
29 3 "The Rhino" Tim Maltby Man of Action & Ed Valentine January 27, 2013 (2013-01-27)[7] 203

Spider-Man and Power Man come into conflict with the Rhino, an immensely strong rhinoceros-themed villain, who tries to steal from Oscorp's chemical shipments. At school, Peter and Luke notice Flash Thompson is bullying a shy, nerdy classmate named Alex, but they soon discover Alex's shocking connection to the Rhino and the lengths he will go to in order to get revenge on Flash.[7]

Introducing Characters: Rhino/Alex O'Hirn
30 4 "Kraven the Hunter" Roy Burdine Man of Action & Danielle Wolff February 3, 2013 (2013-02-03)[8] 204

Ava is being haunted by memories of her past and struggles to maintain control over her White Tiger amulet, becoming more aggressive and feral during training sessions. Spider-Man tries to find a way to help her, but the whole team is put in danger when Kraven the Hunter, the obsessive great white hunter who killed Ava's father, appears in New York to claim the amulet's power for himself.[8]

Introducing Characters: Kraven the Hunter, Hector Ayala
31 5 "Hawkeye" Phil Pignotti Man of Action & Scott Mosier February 10, 2013 (2013-02-10)[9] 205

The Beetle attacks the construction site of S.H.I.E.L.D.'s new Helicarrier. Nick Fury orders Spider-Man and Hawkeye (a member of the Avengers) to apprehend him, but in their pursuit an explosion damages one of Spider-Man's web shooters, causing highly adhesive web fluid to leak onto Hawkeye's arm and leaving them stuck together. Spider-Man and Hawkeye must learn to put aside their differences and work together to defeat the Beetle.[9]

Introducing Characters: Hawkeye
32 6 "The Sinister Six" Tim Maltby Man of Action & Scott Mosier February 17, 2013 (2013-02-17)[11] 206

Doctor Octopus assembles a team of villains including Rhino, Kraven, Beetle, Lizard and Electro, and lures Spider-Man to his underwater laboratory underneath the Hudson River by using Dr Connors as bait. Spider-Man tries to evade the six villains and escape from the base so he can call his team for back-up.[10]

Note: The first episode to feature the Sinister Six for this series.
33 7 "Spidah-Man!" Roy Burdine Story: Joe Quesada,
Teleplay: Man of Action & Jimmy Palmiotti
March 24, 2013 (2013-03-24)[12][13] 207

Just when Spider-Man's life in New York has reached a new all-time low when J. Jonah Jameson puts out a bounty for his unmasking, he is invited by the Mayor of Boston to become the town's resident superhero and tourism mascot. Not long after that, however, Spider-Man has to contend with the Steel Spider and a group of armored supervillains called the Boston Terroriers.

Introducing Characters: Steel Spider, Boston Terroriers (consisting of Plymouth Rocker, Salem's Witch and Slam Adams)
34 8 "Carnage" Phil Pignotti Man of Action & Paul Giacoppo March 31, 2013 (2013-03-31)[14] 208

Peter contemplates telling Harry about his dual-life as Spider-Man, and warning him that the Green Goblin could be targeting him. The Goblin abducts Peter and forces him to bond with an improved version of the Venom symbiote, which he refers to as "Carnage". When Carnage attacks Harry's apartment, Harry takes control of the symbiote, becomes Venom and sets out to bring down the Green Goblin once and for all.[14]

Introducing Characters: Carnage
35 9 "House Arrest" Tim Maltby Man of Action & Eugene Son April 7, 2013 (2013-04-07)[15] 209

Spider-Man's team prepares to house a surprise party at Peter's and Aunt May's home. However, an attempt by Nova to shut down the secret S.H.I.E.L.D. security installations for some privacy makes the system go crazy, while Spider-Man must also come to terms with his teammates' status as fellow houseboarders.[15]

Introducing Characters: Grizzly
36 10 "The Man-Wolf" Roy Burdine Man of Action & Danielle Wolff April 14, 2013 (2013-04-14)[16] 210

S.H.I.E.L.D. launch their new ship, the Tri-Carrier, which is able to split into three separate ships for different situations. For its first mission, the "Astro-Carrier" segment travels to the moon in response to a distress signal from astronaut John Jameson, who is part of a team building a lunar satellite. When Spider-Man's team find John, they are faced with a bizarre threat connected to an ancient alien gem stone.[16]

Introducing Characters: John Jameson/Man-Wolf
37 11 "Swarm" Phil Pignotti Man of Action & Scott Mosier June 9, 2013 (2013-06-09)[17] 211

Spider-Man invents the Spider-Tracer, a high-tech tracking device he plans to plant on fleeing villains. He upgrades the Tracer with technology from Stark Industries without Tony Stark's permission, accidentally giving it the ability to produce multiple copies of itself. Disgruntled Stark Industries scientist Michael Tan uses a machine of his invention to separate his own atoms and his consciousness takes control of the Spider-Tracers, creating a living swarm driven by hatred towards Tony Stark.

Introducing Characters: Swarm
38 12 "Itsy Bitsy Spider-Man" Tim Maltby Man of Action & Kevin Burke & Chris "Doc" Wyatt June 9, 2013 (2013-06-09)[18] 212

While looking for Thor missing in action, Spider-Man's team is shrunk into super-deformed versions of their own selves by one of Loki's tricks. Nick Fury has Spider-Man's team placed in the Helicarrier's D.A.Y.C.A.R.E. area, but with Thor also having been shrunk, Spider-Man's team must find a way to help Thor fight Loki and the Destroyer Armor and return to normal size.

Introducing Characters: Destroyer
39 13 "Journey of the Iron Fist" Roy Burdine Man of Action & Jacob Semahn June 16, 2013 (2013-06-16)[19] 213

After being attacked by a mysterious assassin, Danny is called back to K'un-L'un (the ancient Himalayan city in which he trained in martial arts and first became Iron Fist) by the Elder Monk and Spider-Man accompanies him. He has to take part in a contest to determine the future king of K'un-L'un, but as poison from the assassin's blade temporarily blinds him, Spider-Man has to take his place in the contest and compete against a highly skilled yet arrogant warrior known as the Scorpion.

Introducing Characters: Scorpion
40 14 "The Incredible Spider-Hulk" Phil Pignotti Brian Michael Bendis June 23, 2013 (2013-06-23)[20] 214

During a S.H.I.E.L.D. experiment to tame the Hulk's rage, Mesmero escapes with a vengeance, exchanging Spider-Man's and Hulk's minds for another bout of vicious fun. This dilemma is severely aggravated when the Thing, thinking the "Hulk" is on a rampage, also joins the fray.

Introducing Characters: Thing, Hulkbusters

Note: This episode served as a prequel to Hulk and the Agents of S.M.A.S.H..
41 15 "Ultimate Deadpool" Roy Burdine Man of Action & Ed Valentine July 7, 2013 (2013-07-07)[21] 215

Taskmaster steals a digital file containing the secret identities of every superhero who works with S.H.I.E.L.D., including those of Spider-Man and his teammates. Frustrated by a recent string of misfortune and his demanding S.H.I.E.L.D. training schedule, Spider-Man accompanies Deadpool (an absent-minded mercenary who once trained with S.H.I.E.L.D.) on his mission to retrieve the file, but he soon starts to realize Deadpool is not a true hero.

Introducing Characters: Deadpool
42 16 "Stan By Me" Tim Maltby Man of Action & Joe Fallon July 14, 2013 (2013-07-14) 219
One dark night, the Lizard attacks Midtown High, with Spider-Man, Mary Jane, Harry and Stan the Janitor inside. Cut off from S.H.I.E.L.D. support, Spider-Man and Stan (who begins to demonstrate unrevealed qualities) must team up to take down the Lizard.
43 17 "Venom Bomb" Phil Pignotti Man of Action & Scott Mosier July 21, 2013 (2013-07-21)[22] 216
The Green Goblin is apprehended by Spider-Man's team and imprisoned on board the Tri-Carrier. He lets the Venom symbiote loose on the ship, and it separates into multiple symbiotes which take control of the crew, creating an army of Venoms. When the Goblin escapes from his cell and bonds with the original symbiote, Spider-Man has to form an uneasy alliance with Doctor Octopus to devise a serum that will turn the Goblin back into Norman Osborn.
44 18 "Guardians of the Galaxy" Tim Maltby Brian Michael Bendis July 28, 2013 (2013-07-28)[23] 217

Spider-Man goes on a deep space adventure to save Earth from Korvac and the Chitauri.

Introducing Characters: Guardians of the Galaxy (Star-Lord, Gamora, Rocket Raccoon, Drax the Destroyer and Groot), the Chitauri, Korvac, Tana Nile

Note: This episode was dedicated in memory of Michael Clarke Duncan (the voice of Groot) who died on September 3, 2012 sometime after this episode was recorded.
45 19 "The Parent Trap" Roy Burdine Man of Action & Kaita Mpambara August 4, 2013 (2013-08-04)[24] 218

Spider-Man and Power Man infiltrate Zodiac's base to discover what happened to Power Man's parents.

Introducing Characters: Walter Cage, Amanda Cage
46 20 "Game Over" Phil Pignotti Man of Action & Jacob Semahn September 29, 2013 (2013-09-29)[25] 220

When Arcade plans to launch nuclear missiles to cause World War III, Spider-Man teams up with Captain America and Wolverine where they end up in Arcade's Murderworld located in Madripoor.

Introducing Characters: Arcade, Sentinels

Introduction in cameo: Red Hulk (cameo as Life Model Decoy)
47 21 "Blade (1)" Roy Burdine Man of Action & Kevin Burke and Chris "Doc" Wyatt October 5, 2013 (2013-10-05) 221

On Halloween night, Spider-Man's team are tasked with delivering a half of Tekamentep's Ankh (an ancient Egyptian artefact) to skilled vampire hunter Blade. They are attacked by an army of vampires sent by the vampire king Dracula, who wants to use the Ankh's power to render himself immune to vampire weaknesses such as sunlight. Once the Ankh is safe, Fury sends the team and Blade to retrieve the second half from storage in a museum before Dracula can get to it.

Introducing Characters: Blade, Dracula, Nick Fury's Howling Commandos (consisting of Werewolf by Night, N'Kantu the Living Mummy and Frankenstein's Monster)

Note: This episode aired on the Disney Channel before it aired on Disney XD.
48 22 "The Howling Commandos (2)" Phil Pignotti Man of Action & Kevin Burke and Chris "Doc" Wyatt October 5, 2013 (2013-10-05) 222

Dracula has obtained both halves of Tekamentep's Ankh and has most of Spider-Man's team under mind control. In order to stop him activating the Ankh before sunrise, Spider-Man and Blade join forces with Nick Fury's Howling Commandos (a S.H.I.E.L.D. task force consisting of various heroic monsters) and travel to Dracula's castle in Transylvania to retrieve the Ankh.

Introducing Characters: Man-Thing

Note: This episode aired on the Disney Channel before it aired on Disney XD.
49 23 "Second Chance Hero" Tim Maltby Man of Action & Kevin Burke & Chris "Doc" Wyatt October 20, 2013 (2013-10-20) 223

Spider-Man forms an unlikely partnership with a cured Norman Osborn in the Iron Patriot armor when Doctor Octopus attacks with a Spider-Soldier army.

Introducing Characters: Iron Patriot (animated debut appearance)
50 24 "Sandman Returns" Roy Burdine Man of Action & Danielle Wolff October 27, 2013 (2013-10-27)[26] 224
Spider-Man tries to help the Sandman become a hero, but soon finds out that his new friend fights old instincts.
51 25 "Return of the Sinister Six (1)" Phil Pignotti Man of Action & Scott Mosier November 3, 2013 (2013-11-03) 225
Doctor Octopus and the Lizard break in to Ryker's Island (a prison for supervillains), and free Rhino, Electro, Kraven and Scorpion, equipping each of them with battle armour made from stolen Oscorp technology. Spider-Man's team and the Iron Patriot fight the Sinister Six, and while Spider-Man is determined to inject the Lizard with a formula that will make him human again, Doctor Octopus plans to turn Norman back into the Green Goblin.
52 26 "Ultimate (2)" Tim Maltby Man of Action & Jacob Semahn November 10, 2013 (2013-11-10) 226
Following the fight with the Sinister Six, Norman Osborn has been transformed into Green Goblin again and has captured Spider-Man's team (who have been previously defeated by the Sinister Six). Green Goblin has transformed his friends and plans to use the old helli-carrier to gas New York City. But using Doctor Connors' serum, Spider-Man transforms his team back and defeats the Green Goblin. Because of his performance, he is offered a place in the Avengers.

Season 3: Web-Warriors (2014)[edit]

This season has the series renamed as "Ultimate Spider-Man: Web-Warriors", and has the new title in the theme song.

No. in
No. in
Title Directed by Written by Original U.S. air date Prod.
53 1 "The Avenging Spider-Man: Part 1" Roy Burdine Paul Dini August 31, 2014 (2014-08-31) 301

Loki joins forces with Doctor Octopus to destroy the Avengers and their newest member, Spider-Man.

Introducing Characters: Black Widow, Falcon, Ulik, Fin Fang Foom, Attuma, Fenris Wolf

Introduced in cameo: Red Skull, MODOK
54 2 "The Avenging Spider-Man: Part 2" Tim Maltby Paul Dini August 31, 2014 (2014-08-31) 302
After a case of mistaken identity caused by Loki and Doctor Octopus, Spider-Man must convince his old team that he's the real Spider-Man before he is destroyed by his new team, the Avengers.
55 3 "Agent Venom" Kalvin Lee Eugene Son 2014 (2014) 303

While trying to become a crime fighter, Flash Thompson gets permanently bonded with Venom. It's up to Spider-Man to rescue his one-time school bully from the attentions of Venom, Beetle and Taskmaster. In the end, Nick Fury decides to give Spider-Man his list of teenaged superheroes.

Introducing Characters: Scarlet Spider, Agent Venom (animated debut appearance)

Introduction in cameo (pictures only): Cloak and Dagger, Squirrel Girl, Ka-Zar, Speedball, Gravity, Echo, Triton
56 4 "Cloak and Dagger" Roy Burdine Danielle Wolff 2014 (2014) 304

Spider-Man wants to recruit Cloak and Dagger as new warriors for his S.H.I.E.L.D. team. Complicating the matter however are Dormammu taking control of Cloak and Dr. Strange in an attempt to invade Earth, and Cloak and Dagger's own trust issues.

Introducing Characters: Cloak and Dagger (animated debut appearance), Dormammu, Mindless Ones
57 5 "The Next Iron Spider" Tim Maltby Kevin Burke & Chris "Doc" Wyatt 2014 (2014) 305

Science genius Amadeus Cho proves perfect to operate the Iron Spider armor. The only trouble is he's Peter Parker's class rival.

Introducing Characters: Amadeus Cho, Squirrel Girl
58 6 "The Vulture" Kalvin Lee Henry Gilroy & Marty Isenberg 2014 (2014) 306

A mysterious thief known as The Vulture has been causing trouble. Spider-Man decides to track him down, and discovers that he's a young man who has trouble remembering his past.

Introducing Characters: Vulture

Introduction in cameo: Kangaroo
59 7 "The Savage Spider-Man" Roy Burdine Jim McCann 2014 (2014) 307

Spider-Man travels to the Savage Land with Wolverine to find Ka-Zar. Things become complicated as a result of a plan hatched by Taskmaster and Kraven the Hunter, who seek Ka-Zar and Zabu for their individual purposes.

Introducing Characters: Ka-Zar, Zabu, Man-Spider
60 8 "New Warriors" Tim Maltby Eugene Son 2014 (2014) 308
Spider-Man realizes he has inspired a whole new generation of aspiring super-heroes and wants to encourage them to have S.H.I.E.L.D. training and form a new team called the New Warriors. However, Taskmaster and his Thunderbolts stage a surprise attack on the S.H.I.E.L.D. Tri-Carrier and the New Warriors must face their first trial by fire when they strive to prevent a breakout of the Green Goblin, Doctor Octopus, Beetle and Scorpion.
61 9 "TBA" TBA TBA 2014 (2014) 309
62 10 "TBA" TBA TBA 2014 (2014) 310
63 11 "TBA" TBA TBA 2014 (2014) 311
64 12 "TBA" TBA TBA 2014 (2014) 312
65 13 "The Return of the Guardians of the Galaxy" Roy Burdine Brian Michael Bendis July 6, 2014 (2014-07-06)[27] 313[27]

The Guardians of the Galaxy land on Earth to repair their ship at the same time Titus leads the Chitauri into targeting Nova's helmet. Now Spider-Man and Nova must work with the Guardians of the Galaxy to defeat Titus and the Chitauri.

Introducing Characters: Titus (animated debut appearance)


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  21. ^ "Ultimate Spider-Man Episode: "Ultimate Deadpool"". 
  22. ^ "Ultimate Spider-Man Episode: "Venom Bomb"". 
  23. ^ "Ultimate Spider-Man Episode: "Guardians of the Galaxy"". 
  24. ^ "Ultimate Spider-Man Episode: "The Parent Trap"". 
  25. ^ "Ultimate Spider-Man Episode: "Game Over"". 
  26. ^ "Ultimate Spider-Man Episode: "Sandman Returns"". 
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