List of Ultimate Spider-Man episodes

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.

Series overview

Season		Episodes	Originally aired (U.S. dates)
			Season premiere	Season finale
	1	26	April 1, 2012	October 28, 2012
	2	26	January 21, 2013	TBA

Episode list

Season 1

No. in series	No. in season	Title	Directed by	Written by	Original U.S. air date	Prod. code
1	1	"Great Power"	Alex Soto & Tim Eldered	Paul Dini	April 1, 2012 (2012-04-01)	101
A year after becoming Spider-Man, teenager Peter Parker is confronted by Nick Fury, director of S.H.I.E.L.D., who offers him a chance to train with S.H.I.E.L.D., to become the Ultimate Spider-Man and join a team of superheroes that is being assembled. At first declining the offer, Peter soon realizes that he may need Fury's team of heroes in order to fight the threats he faces when the Frightful Four (consisting of Wizard, Thundra, and Klaw) attacks Midtown High on Doctor Octopus' and Norman Osborn's orders, having discovered (thanks to Frightful Four member the Trapster, whom Spider-Man incarcerated) that Spider-Man's alter ego attends the school. Introducing characters: Spider-Man, Nick Fury, J. Jonah Jameson, Mary Jane Watson, Harry Osborn, Aunt May, Norman Osborn, Doctor Octopus, the Frightful Four (Wizard, Thundra, Trapster, Klaw), Flash Thompson
2	2	"Great Responsibility"	Phil Pignotti & Tim Eldered	Paul Dini	April 1, 2012 (2012-04-01)	102
Spider-Man accepts Nick Fury's offer, and meets his team of teenage allies, consisting of Nova, White Tiger, Power Man and Iron Fist. Meanwhile, Norman Osborn orders Doctor Octopus to send the Frightful Four to attack Spider-Man, who ends up needing help from his new allies to defend himself. Introducing characters: Nova, White Tiger, Power Man, Iron Fist, Dr. Curt Connors, Phil Coulson
3	3	"Doomed"	Gary Hartle & Jeff Allen	Man of Action	April 8, 2012 (2012-04-08)	103
After a childish argument between Spider-Man and Nova gets their entire team grounded, 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 Venom, an artificial, symbiotic life form. Driven by its desire to bond with Peter, the creature escapes from the laboratory, tracks Peter down to a house party and wreaks havoc, jumping from host to host and possessing each of Peter's team-mates. Introducing characters: Venom
5	5	"Flight of the Iron Spider"	Phil Pignotti	Man of Action	April 22, 2012 (2012-04-22)	105
Spider-Man meets his idol, Iron Man, who gifts Spider-Man with an iron spider suit, but their developing friendship threatens Spider-Man's relationship with his teammates. Introducing characters: Iron Man, Living Laser Note: This episode shows scenes from The Super Hero Squad Show.
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. Introducing characters: Batroc the Leaper, Taskmaster
7	7	"Exclusive"	Alex Soto	Man of Action and 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 Hulk appears in Manhattan and goes on a destructive rampage. Mary Jane continues to film as Spider-Man tries to stop the Hulk. Unbeknownst to either of them, however, 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
As Peter deals with a cold, he must contend with a new Spider-Man dressed in black who attempts to replace him. When Peter learns that this new Spider-Man is really Harry Osborn, bonded to the Venom symbiote, he must prevent his friend from becoming his worst enemy. Introducing characters: Dragon Man, Galactus (cameo) Note: Venom makes his appearance in this episode in his original Secret Wars costume incarnation.
9	9	"Field Trip"	Alex Soto	Man of Action & Eugene Son	May 20, 2012 (2012-05-20)	109
While on a field trip, Spider-Man and his allies encounter the god Thor, who is transformed into a frog by his malicious, mischievous adopted brother Loki, prompting the heroes to venture to the supernatural realm of Asgard in order to save the nine realms from Loki's malevolent wrath. Introducing characters: Thor, Loki, Odin, Frost Giants, Eitri
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: Mesmero, Wolverine, Sabretooth Note 1: Deadpool makes a cameo appearance on a magazine cover. Note 2: 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
When New York is plunged into a mystical sleep, Iron Fist and Spider-Man (who is at first highly sceptical of magic) seek the help of Doctor Strange. In order to break the spell, the three heroes must face their own worst fears in the face of the spell's initiator, the extradimensional entity known as Nightmare. 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, Howard the Duck (cameo)
15	15	"For Your Eye Only"	Jeff Allen	Brian Michael Bendis	July 22, 2012 (2012-07-22)	115
After being late for training, Spider-Man faces an evil super army called Zodiac and their leader, Scorpio, who have hijacked the S.H.I.E.L.D. Helicarrier and set it on self-destruct. Spider-Man and Fury must put their differences aside and fight the new menace as a team. Introducing characters: Scorpio, Zodiac
16	16	"Beetle Mania"	Alex Soto	Man of Action & Scott Mosier	July 29, 2012 (2012-07-29)	116
Spider-Man and his team are put on S.H.I.E.L.D. security detail to protect J. Jonah Jameson from the Beetle, a prospect Spider-Man does not enjoy. The job is further complicated when the Beetle also becomes a danger to a highly determined Mary Jane, who is on her way to the Bugle for a job interview. Introducing characters: Beetle, MODOK (cameo), Doc Samson (cameo) Note 1: The Spider-Mobile makes a cameo appearance.
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 his 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 paradise, something sinister is lurking in the sand, and does not want his new "play-mates" to leave again. Introducing characters: Sandman
18	18	"Damage"	Jeff Allen	Man of Action & Scott Mosier	August 19, 2012 (2012-08-19)	118
After Spider-Man and his allies cause too much damage in a fight with the Wrecking Crew, Nick Fury assigns them to work with the super clean-up company Damage Control. But while working with Damage Control, Spider-Man uncovers a villainous mystery. Introducing characters: Wrecking Crew (Bulldozer, Piledriver, Thunderball, Wrecker), Damage Control, Kree (by name only), Captain Ultra NOTE: This episode is dedicated in memory of Dwayne McDuffie. On a related note, Mac Porter of Damage Control resembles Dwayne McDuffie.
19	19	"Home Sick Hulk"	Alex Soto	Danielle Wolff and 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, Fury and Aunt May. Introducing characters: Phalanx
20	20	"Run Pig Run"	Phil Pignotti	Man of Action and 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, Skurge
21	21	"I Am Spider-Man"	Jeff Allen	Man of Action and 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.
22	22	"The Iron Octopus"	Alex Soto	Man of Action and Frank Tieri	September 30, 2012	122
When Doctor Octopus takes over Iron Man's armors, Spider-Man and Iron Man work to stop his attacks on his former employer. Note 1: First appearance of the Iron Man armors Mark I, Mark III (nose version), and Hulkbuster, and the Arc Reactor. Note 2: Deadpool makes a cameo appearance in a video game.
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. Introducing characters: Captain America
24	24	"The 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.
25	25	"Revealed"	Alex Soto	Man of Action & Eugene Son	October 28, 2012	125
Spider-Man is kidnapped by Doctor Octopus, and Norman Osborn reveals his true face. In order to take revenge on Osborn for his enslavement, Doctor Octopus injects him with a modified sample of Spider-Man's DNA, leading to the creation of the Green Goblin. Introducing characters: Green Goblin
26	26	"The Rise of the Goblin"	Phil Pignotti	Man of Action & Jacob Semahn	October 28, 2012	126
Spider-Man, his team and S.H.I.E.L.D. attempt to protect Harry Osborn from the Green Goblin, but even their combined abilities proves no match for the Goblin when he enlists Venom for help.

Season 2

-

No. in series	No. in season	Title	Directed by	Written by	Original U.S. air date	Prod. code
27	1	"The Lizard"	Roy Burdine	Man of Action & Jacob Semahn	January 21, 2013 (2013-01-21)	201
After losing his right arm, a desperate Curt Connors tests an unstable mutagen confiscated from Doctor Octopus in order to regain his lost limb. However, the mutagen transforms him into an irrational lizard man. Introducing Characters: The Lizard Note: A sequence drawn in the same manner as Spider-Man and His Amazing Friends, when Curt Connors joined Spider-Man in a fight, was featured, but instead of "Amazing Friends", it was replaced with "Man-Lizard".
28	2	"Electro"	Phil Pignotti	Man of Action & Eugene Son	January 21, 2013 (2013-01-21)	202
Due to Spider-Man's blundering, Electro takes control of New York City's electricity, gaining control of every electrically powered device in town. Introducing Characters: Electro
29	3	"The Rhino"	Tim Maltby	Man of Action & Ed Valentine	January 27, 2013 (2013-01-27)	203
A new villain, the Rhino, targets Oscorp chemical shipments, leading to a confrontation with Spider-Man and Power Man. The problem gets worse when Flash Thompson keeps bullying people at school and the Rhino suddenly starts going after him as well. Introducing Characters: Rhino
30	4	"Kraven the Hunter"	Roy Burdine	Man of Action & Danielle Wolff	February 3, 2013 (2013-02-03)	204
White Tiger comes to terms with her powers and origin, while she is hunted by a villain from her past. Introducing Characters: Kraven the Hunter
31	5	"Hawkeye"	Phil Pignotti	Man of Action & Scott Mosier	February 10, 2013 (2013-02-10)	205
The Beetle returns to New York City for revenge on Spider-Man. Spider-Man teams up with the Avenger Hawkeye to stop him, but an adhesive mishap forces them to stick particularly close together in the face of this crisis. Introducing Characters: Hawkeye
32	6	"The Sinister Six"	Tim Maltby	Man of Action & Scott Mosier	February 17, 2013 (2013-02-17)	206
Spider-Man is trapped with six of his most dangerous foes, including Rhino, Kraven the Hunter, Beetle, Lizard, Electro, and Doctor Octopus, and must also learn a valuable lesson about the true meaning of leadership.
33	7	"Spidah-Man!"	Roy Burdine	Story: Joe Quesada, Teleplay: Man of Action & Jimmy Palmiotti	March 24, 2013 (2013-03-24)	207
Just when Spider-Man's life in New York has reached a new all-time low, 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 (Plymouth Rocker, Salem's Witch, Slam Adams)
34	8	"Carnage"	Phil Pignotti	Man of Action & Paul Giacoppo	March 31, 2013 (2013-03-31)	208
The Goblin returns and transforms Peter Parker into his perfect "son" - Carnage! But the Goblin's favoritism causes Harry Osborn to return as Venom and seek revenge against his negligent father, forcing Spider-Man to become a desperate mediator in a no-holds-barred family quarrel. Introducing Characters: Carnage
35	9	"House Arrest"	Tim Maltby	Man of Action & Eugene Son	April 7, 2013 (2013-04-07)	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. Introducing Characters: Grizzly
36	10	"The Man-Wolf"	Roy Burdine	Man of Action & Danielle Wolff	April 14, 2013 (2013-04-14)	210
Spider-Man must face a bizarre threat when he travels to the Moon to rescue J. Jonah Jameson's son. Introducing Characters: John Jameson/Man-Wolf Note: This is the first appearance of the Tri-Carrier.
37	11	"Swarm"	Phil Pignotti	Man of Action & Scott Mosier	June 9, 2013 (2013-06-09)	211
Feeling unappreciated by Tony Stark, disgruntled Stark Industries scientist Michael Tan invades and controls a self-replicating swarm of Spider-Man's newly developed Spider-Tracers. Now Spider-Man must work with Iron Man to contain Swarm and learn to use technology responsibly at the same time. 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)	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)	213
During a sparring session with Spider-Man, Iron Fist is first attacked by a dark assassin and then suddenly called back to K'un-L'un, where he is to take up the mantle of the mystical city's future king. Refusing to let his friend go like this, Spider-Man hitches a ride. When Iron Fist falls victim to the dark assassin's poison attack, Spider-Man is chosen by his friend to go up against his competitor, the vicious and selfish Scorpion. Introducing Characters: Scorpion
40	14	"The Incredible Spider-Hulk"	Phil Pignotti	Brian Michael Bendis	June 23, 2013 (2013-06-23)	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	"Stan By Me"	TBD	TBD	TBA (TBA)	215
Spider-Man, Mary Jane, Harry and Stan the Janitor have to descend into the sewer tunnels beneath Midtown High to track down the Lizard.
42	16	"Ultimate Deadpool"	Unknown	Unknown	July 7, 2013 (2013-07-07)	216
Spider-Man spends a day in Deadpool's madcap world at the time when they work to reclaim a S.H.I.E.L.D. file (that contains the identities of every superhero) from Taskmaster. Introducing Characters: Deadpool
43	17	"Venom Bomb"	Unknown	Unknown	July 14, 2013 (2013-07-14)	217
44	18	TBA	TBA	TBA	TBA	218
45	19	TBA	TBA	TBA	TBA	219
46	20	TBA	TBA	TBA	TBA	220
47	21	TBA	TBA	TBA	TBA	221
48	22	TBA	TBA	TBA	TBA	222
49	23	TBA	TBA	TBA	TBA	223
50	24	TBA	TBA	TBA	TBA	224
51	25	TBA	TBA	TBA	TBA	225
52	26	TBA	TBA	TBA	TBA	226