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	November 10, 2013

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
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, Norman Osborn, Doctor Octopus, Mary Jane Watson, Harry Osborn, May Parker, Flash Thompson, Ben Parker (cameo appearance), S.H.I.E.L.D., Captain America (cameo appearance), Iron Man (cameo appearance), Thor (cameo appearance), Hulk (cameo appearance), and the Frightful Four (consisting of Trapster, Wizard, Thundra and Klaw).
2	2	"Great Responsibility"	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 team-mates, 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, Dr. Curt Connors, and 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 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 team-mates. 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 (official appearance), Living Laser
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: Taskmaster, Batroc the Leaper
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 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 (official appearance), 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 team-mates dismiss his suspicions as petty 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 Spidey, Dragon Man
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 (official appearance), 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: Wolverine, Mesmero, Sabretooth, Deadpool (cameo appearance) 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 (official appearance), 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 appearance)
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, MODOK (cameo appearance) and Doc Samson (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 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	"Damage"	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, and Captain Ultra (cameo appearance) 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 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. Introducing characters: Miles Morales (cameo appearance)
22	22	"The Iron Octopus"	Alex Soto	Man of Action and 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. Introducing characters: Captain America (official appearance)
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 (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. Introducing characters: Green Goblin
26	26	"The 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.

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
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. Introducing Characters: Lizard
28	2	"Electro"	Phil Pignotti	Man of Action & Eugene Son	January 21, 2013 (2013-01-21)	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. Introducing Characters: Electro
29	3	"The Rhino"	Tim Maltby	Man of Action & Ed Valentine	January 27, 2013 (2013-01-27)	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. Introducing Characters: Rhino
30	4	"Kraven the Hunter"	Roy Burdine	Man of Action & Danielle Wolff	February 3, 2013 (2013-02-03)	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. Introducing Characters: Kraven the Hunter and Hector Ayala
31	5	"Hawkeye"	Phil Pignotti	Man of Action & Scott Mosier	February 10, 2013 (2013-02-10)	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. Introducing Characters: Hawkeye
32	6	"The Sinister Six"	Tim Maltby	Man of Action & Scott Mosier	February 17, 2013 (2013-02-17)	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. 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)	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 (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)	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. 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
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. Introducing Characters: John Jameson/Man-Wolf
37	11	"Swarm"	Phil Pignotti	Man of Action & Scott Mosier	June 9, 2013 (2013-06-09)	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)	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
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), 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, Elder Monk of K'un-L'un
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	"Ultimate Deadpool"	Roy Burdine	Man of Action & Ed Valentine	July 7, 2013 (2013-07-07)	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 team-mates. 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 realise Deadpool is not a true hero. Introducing Characters: Deadpool (official appearance)
42	16	"Venom Bomb"	Phil Pignotti	Man of Action & Scott Mosier	July 14, 2013 (2013-07-14)	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. Introducing characters: Goblin-Venom.
43	17	"Guardians of the Galaxy"	Tim Maltby	Brian Michael Bendis	July 21, 2013 (2013-07-21)	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), Chitauri, Korvac, and Tana Nile NOTE: This episode was dedicated in memory of Michael Clarke Duncan (the voice of Groot) who died in September 3, 2012 sometime after this episode was recorded.
44	18	"The Parent Trap"	Roy Burdine	Man of Action & Kaita Mpambara	July 28, 2013 (2013-07-28)	218
Spider-Man and Power Man infiltrate Zodiac's base to discover what happened to Power Man's parents.
45	19	"Stan By Me"	Tim Maltby	Man of Action & Joe Fallon	August 4, 2013 (2013-08-04)	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.
46	20	"Game Over"	Phil Pignotti	Man of Action & Jacob Semahn	September 29, 2013 (2013-09-29)	220
Spider-Man teams up with Captain America and Wolverine when they end up in Arcade's Murderworld located in Madripoor. Introducing Characters: Arcade, Red Hulk (cameo as Life Model Decoy), Sentinels
47	21	"Blade and the Howling Commandos Pt. 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	"Blade and the Howling Commandos Pt. 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)	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, he transforms his team back and defeats Goblin. Because of his performance, he is offered a place on the Avengers.