List of Ultimate Spider-Man episodes
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Ultimate Spider-Man is an animated television series based on the superhero Spider-Man. The series premiered on Disney XD on April 1, 2012, airing alongside The Avengers: Earth's Mightiest Heroes, as part of the Marvel Universe block. The series is based on the Ultimate Spider-Man comic book series. After a new reboot of the preceding Spider-Man television series called Spider-Man.
|First aired||Last aired|
|1||26||April 1, 2012||October 28, 2012|
|2||26||January 21, 2013||November 10, 2013|
|3||26||July 6, 2014||October 24, 2015|
|4||26||February 21, 2016||January 7, 2017|
Season 1 (2012)
|Title||Directed by||Written by||Original air date ||U.S. viewers
|1-2||1-2||"Great Power and Great Responsibility"||Alex Soto, Phil Pignotti & Tim Eldered||Paul Dini||April 1, 2012||N/A|
|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 following Spider-Man's apprehension of Frightful Four member Trapster. Spider-Man at first declines the offer, but after his school Midtown High is attacked by the rest of the Frightful Four (consisting of Wizard, Thundra, and Klaw) on behalf of Doctor Octopus and Norman Osborn, he starts to wonder if he really should have declined. Spider-Man finally accepts Nick Fury's offer to help train him to become the "Ultimate Spider-Man", as well as having him lead a team of 4 young heroes in training to prove his leadership skills. He meets Power Man, Iron Fist, Nova and White Tiger at the time when the remaining Frightful Four members attack. As an added bonus, Nick Fury has positioned S.H.I.E.L.D. Agent Phil Coulson at Midtown High to be the acting principal.|
|3||3||"Doomed!"||Gary Hartle & Jeff Allen||Man of Action||April 8, 2012||N/A|
|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.|
|4||4||"Venom"||Alex Soto||Man of Action & James Felder||April 15, 2012||N/A|
|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 Osborn finds a sample of the venom and trains it.|
|5||5||"Flight of the Iron Spider"||Phil Pignotti||Man of Action||April 22, 2012||N/A|
|After a fight with the Living Laser, Spider-Man meets Iron Man, a superhero he idolizes. Impressed by Spider-Man's scientific knowledge, Iron Man builds him a high-tech armor 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 even when Living Laser returns.|
|6||6||"Why I Hate Gym"||Jeff Allen & Gary Hartle||Man of Action & Joe Fallon||April 29, 2012||N/A|
|Following Spider-Man and White Tiger's fight with Batroc the Leaper, new villain named the Taskmaster is hired by Doctor Octopus where he targets Midtown High (and goes undercover as a P.E teacher) in an attempt to assassinate Spider-Man, whom he thinks attends the school. After learning that Taskmaster has defeated Nova, Iron Fist, and Power Man while trying to track him down Spider-Man and White Tiger try to put their problems for each other aside in an effort to take him down.|
|7||7||"Exclusive"||Alex Soto||Man of Action & Dani Wolff||May 6, 2012||N/A|
|Mary Jane convinces Spider-Man to help her with an exclusive interview for the Daily Bugle, eventually this is cut short when the Hulk is seemingly terrorizing the rest of New York City grabbing Spider-Man's attention to stop him. Spider-Man doesn't know it yet, but Hulk is actually fighting Zzzax.|
|8||8||"Back In Black"||Phil Pignotti||Man of Action||May 13, 2012||N/A|
|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.|
|9||9||"Field Trip"||Alex Soto||Man of Action & Eugene Son||May 20, 2012||N/A|
|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 at the time when Odin is in his Odinsleep.|
|10||10||"Freaky"||Jeff Allen||Brian Michael Bendis||June 17, 2012||N/A|
|Another new villain dubbed Mesmero switches the minds of both Spider-Man and Wolverine in an attempt to take over New York. Both hero's must adjust to their different powers and mindset's to defeat Sabretooth and to get Mesmero to switch their minds back.|
|11||11||"Venomous"||Phil Pignotti||Man of Action||June 24, 2012||N/A|
|Venom resurfaces using Harry as his host again. This time, Venom is targeting Harry's neglectful father Norman Osborn. While Norman 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||N/A|
|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.|
|13||13||"Strange"||Jeff Allen||Man of Action & James Felder||July 8, 2012||N/A|
|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.|
|14||14||"Awesome"||Phil Pignotti||Man of Action & Eugene Son||July 15, 2012||N/A|
|Peter Parker struggles to split his attention between completing his science fair project with Luke Cage and combating Juggernaut. In his desperation concerning the former, he decides to "borrow" one of Dr. Curt Connors's inventions called Awesome Android, which becomes an (quite literally) even bigger threat to the city.|
|15||15||"For Your Eye Only"||Jeff Allen||Brian Michael Bendis||July 22, 2012||N/A|
|The Helicarrier is commandeered by the Zodiac, an elite criminal organization led by Scorpio who imprison Nick Fury, hacks 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.|
|16||16||"Beetle Mania"||Alex Soto||Man of Action & Scott Mosier||July 29, 2012||N/A|
|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. 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.|
|17||17||"Snow Day"||Phil Pignotti||Man of Action & Rich Fogel||August 5, 2012||N/A|
|When Midtown High School has a snow day, Agent Coulson orders Spider-Man and his team to report to a S.H.I.E.L.D. Arctic base called I.C.E. 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. While the island seems like a beautiful paradise, something sinister is lurking in the sand and does not want its new "play-mates" to leave again.|
|18||18||"Damage"||Jeff Allen||Man of Action & Scott Mosier||August 19, 2012||N/A|
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 specializes in clearing collateral damage caused by superheroes. J. Jonah Jameson even has their work broadcast. 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.Note: This episode was dedicated in memory of Dwayne McDuffie.
|19||19||"Home Sick Hulk"||Alex Soto||Danielle Wolff & Man of Action||September 9, 2012||N/A|
|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.|
|20||20||"Run Pig Run"||Phil Pignotti||Man of Action & Eugene Son||September 16, 2012||N/A|
|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 led by Executioner across New York City as Thor, Spider-Man's team, and Phil Coulson work to keep Spider-Man alive until sunset which is when the Asgardian boar hunt ends.|
|21||21||"I Am Spider-Man"||Jeff Allen||Man of Action & Joe Fallon||September 23, 2012||N/A|
|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 & Frank Tieri||September 30, 2012||N/A|
|Doctor Octopus hacks into Iron Man's armors 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, Doctor Connors and Norman himself. Doctor Octopus then attacks the Helicarrier in an arc reactor-powered suit of armor, created from a replica of Tony Stark's own arc reactor, 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||N/A|
|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 Latverian embassy and retrieve the shield before Doctor Doom has a chance to exploit it for his own nefarious purposes.|
|24||24||"Attack of the Beetle"||Jeff Allen||Man of Action & Scott Mosier||October 14, 2012||N/A|
|To Peter's horror and jealousy, Aunt May and Phil Coulson have become close and decide to go on a dinner date. Peter's plans to crash the party are dashed by an appearance by the Beetle, who has an old grudge with Coulson.|
|25-26||25-26||"Revealed and the Rise of the Goblin"||Alex Soto and Phil Pignotti||Man of Action, Eugene Son & Jacob Semahn||October 28, 2012||N/A|
|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 and a monstrous new foe: the Green Goblin. 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 Green 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 that his father has become evil, but the Green Goblin manipulates Harry into calling out the Venom symbiote and teaming up with him to destroy Spider-Man.|
Season 2 (2013)
|Title||Directed by||Written by||Original air date ||U.S. viewers
|27-28||1-2||"The Lizard and Electro"||Roy Burdine & Phil Pignotti||Man of Action, Jacob Semahn & Eugene Son||January 21, 2013||N/A|
|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 crashed) injects himself with formula containing lizard DNA. While it successfully restores his arm, it eventually turns him into an irrational reptilian mutant called the Lizard. Electro returns and drains most of the electricity from New York City thus becoming the superpowered "Ultimate Electro" and threatens to do the same to the rest of the world. This forces Spider-Man and his team to stop him.|
|29||3||"The Rhino"||Tim Maltby||Man of Action & Ed Valentine||January 27, 2013||N/A|
|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 O'Hirn. They soon discover Alex's shocking connection to the Rhino and the lengths he will go to in order to get revenge on Flash.|
|30||4||"Kraven the Hunter"||Roy Burdine||Man of Action & Danielle Wolff||February 3, 2013||N/A|
|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.|
|31||5||"Hawkeye"||Phil Pignotti||Man of Action & Scott Mosier||February 10, 2013||N/A|
|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. 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.|
|32||6||"The Sinister Six"||Tim Maltby||Man of Action & Scott Mosier||February 17, 2013||N/A|
|Doctor Octopus assembles Rhino, Kraven the Hunter, Beetle, and Electro where he lures Spider-Man to his underwater laboratory underneath the Hudson River by using Dr. Connors as bait. Things get worse for Spider-Man when Doctor Octopus forcefully transforms Dr. Connors into Lizard to complete his Sinister Six. Spider-Man tries to evade the six villains and escape from the base so he can call his team for back-up.|
|33||7||"Spidah-Man!"||Roy Burdine||Story: Joe Quesada
Teleplay: Man of Action & Jimmy Palmiotti
|March 24, 2013||N/A|
|Just when Spider-Man's life in New York has reached a new all-time low after 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, Spider-Man has to contend with the Steel Spider and a group of armored supervillains called the Boston Terroriers.|
|34||8||"Carnage"||Phil Pignotti||Man of Action & Paul Giacoppo||March 31, 2013||N/A|
|Peter contemplates telling Harry about his dual-life as Spider-Man and warning him that the Green Goblin could be targeting him. The Green 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 again, and sets out to bring down the Green Goblin once and for all.|
|35||9||"House Arrest"||Tim Maltby||Man of Action & Eugene Son||April 7, 2013||N/A|
|Following their fight with Grizzly, 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.|
|36||10||"The Man-Wolf"||Roy Burdine||Man of Action & Danielle Wolff||April 14, 2013||N/A|
|S.H.I.E.L.D. launch its new ship, the Tri-Carrier, which is capable of being divided into three separate ships for different situations. In its first mission, the Astro-Carrier segment travels to the moon in response by J. Jonah. Jameson begrudgingly asks for Spider-Man's help to hunt down his missing son, John Jameson on the moon. Once on the moon, Spider-Man's team look for John Jameson while also having to fight Man-Wolf.|
|37-38||11-12||"Swarm and ltsy Bitsy Spider-Man"||Phil Pignotti and Tim Maltby||Man of Action, Scott Mosier, Kevin Burke & Chris "Doc" Wyatt||June 9, 2013||N/A|
|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. 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. 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.|
|39||13||"Journey of the Iron Fist"||Roy Burdine||Man of Action & Jacob Semahn||June 16, 2013||N/A|
|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.|
|40||14||"The Incredible Spider-Hulk"||Phil Pignotti||Brian Michael Bendis||June 23, 2013||N/A|
|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.|
|41||15||"Stan By Me"||Tim Maltby||Man of Action & Joe Fallon||July 7, 2013||N/A|
|On a dark night, the Lizard attacks Midtown High School, with Spider-Man, Mary Jane, Harry and Stan the Janitor inside. Without the support of S.H.I.E.L.D., Spider-Man and Stan (who begins to demonstrate occult qualities) must unite to defeat the Lizard. When by accident he made the tracks of Connors disappear, turning the Lizard completely.|
|42||16||"Ultimate Deadpool"||Roy Burdine||Man of Action & Ed Valentine||July 14, 2013||N/A|
|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. Spider-Man soon starts to realize Deadpool is not a true hero.|
|43||17||"Venom Bomb"||Phil Pignotti||Man of Action & Scott Mosier||July 21, 2013||N/A|
|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 Green 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||N/A|
|Michael Clarke Duncan's final roles before he died and it was dedicated in memory of him.|
|45||19||"The Parent Trap"||Roy Burdine||Man of Action & Kaita Mpambara||August 4, 2013||N/A|
|Spider-Man helps Power Man discover what really happened to his parents. They end up discovering that they were captured by Scorpio and the Zodiac so that they can mass-produce the super soldier serum that gave Power Man his powers for his own sinister use.|
|46||20||"Game Over"||Phil Pignotti||Man of Action & Jacob Semahn||September 29, 2013||0.57|
|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 Madland located in Madripoor.|
|47-48||21-22||"Blade and the Howling Commandos"||Roy Burdine & Phil Pignotti||Man of Action, Kevin Burke, & Chris "Doc" Wyatt||October 5, 2013[nb 1]||2.31|
|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. Dracula has obtained both halves of Tekamentep's Ankh and has most of Spider-Man's team under mind control. ln 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 like Frankenstein's Monster, Werewolf by Night, N'Kantu, the Living Mummy and Man-Thing) and travel to Dracula's castle in Transylvania to retrieve the Ankh. However, the things will get even more complicated.|
|49||23||"Second Chance Hero"||Tim Maltby||Man of Action, Kevin Burke, & Chris "Doc" Wyatt||October 20, 2013||0.50|
|Norman Osborn (now known as the Iron Patriot) and Spider-Man join forces in order to take down the Frightful Four and Doctor Octopus' Spider-Soldiers.|
|50||24||"Sandman Returns"||Roy Burdine||Man of Action & Danielle Wolff||October 27, 2013||0.53|
|Sandman returns to New York City claiming that he has turned over a new leaf and wants to become a hero, while everyone else dismisses this new revelation Spider-Man sees this as an opportunity to reform his former enemy into doing good even though his new found friend still fight's his antagonistic ways.|
|51||25||"Return of the Sinister Six"||Phil Pignotti||Man of Action & Scott Mosier||November 3, 2013||0.35|
|Doctor Octopus and Lizard break into Ryker's Island (a prison for supervillains) and free Rhino, Electro, Kraven the Hunter, and Scorpion while equipping each of them with battle armor made from stolen Oscorp technology. Spider-Man's team and the Iron Patriot fight the Sinister Six. Wwhile 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"||Tim Maltby||Man of Action & Jacob Semahn||November 10, 2013||0.64|
|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 into Goblin versions of themselves and plans to use the old Helicarrier to gas New York City. But using Dr. Connors' serum, Spider-Man transforms his team back and defeats Green Goblin. Because of his performance, he is offered a place in the Avengers.|
Season 3: Web-Warriors (2014–15)
|Title||Directed by||Written by||Original air date ||U.S. viewers
|53-54||1-2||"The Avenging Spider-Man"||Roy Burdine & Tim Maltby||Paul Dini||August 31, 2014||N/A|
|Loki joins forces with Doctor Octopus to destroy the Avengers (consisting of Captain America, Thor, Hulk, Iron Man, Hawkeye, Black Widow, Falcon and their newest member Spider-Man). Loki does this by body swapping with Peter so it seems Spider-Man is destroying New York and summoning monsters from different parts of Asgard (like Ulik and his fellow Rock Trolls, Fenris Wolf, the Frost Giants, and some Dragons) and "venomizing" them. But their minds back to their original bodies, things much worse for Spider-Man will be made. It also features the first appearance of ZAP Comics' top hero, Zap-Man a.k.a Dillon Pybus created by Dillon Pybus and Luke Kirby on the bus when Loki attacks. After a case of mistaken identity, Spider-Man must convince his old team of S.H.I.E.L.D. That he is the real Spider-Man before being destroyed by his new team, the Avengers, who think he is Loki. But when everything is resolved and then at the end of the battle, Spider-Man must decide who he should be with, his friends or his mentors?|
|55||3||"Agent Venom"||Kalvin Lee||Eugene Son||September 7, 2014||N/a|
|Following Spider-Man's fight with a Venom-possessed Scorpion, Flash Thompson comes into contact and bonds with the Venom symbiote after masquerading as the "Scarlet Spider". Meanwhile, Beetle returns and attempts to retrieve the symbiote from Flash's body, now is called Agent Venom, while Spider-Man battles Taskmaster who also wishes to do the same, in the end Flash decides to join Spider-Man in getting training from S.H.I.E.L.D to help him better control the venom symbiote.|
|56||4||"Cloak and Dagger"||Roy Burdine||Danielle Wolff||September 14, 2014||N/A|
|Spider-Man wishes to recruit Cloak and Dagger for his New Warriors initiative (after learning that Taskmaster also wishes to do the same) only to end up trying to stop Dormammu from defeating Doctor Strange by mind-controlling Cloak and his friends and invading the earth. After defeating Dormammu, Spider-Man tries to recruit Cloak and Dagger into his initiative, but they both decline due to their secret loyal alignment to Taskmaster.|
|57||5||"The Next Iron Spider"||Tim Maltby||Kevin Burke & Chris "Doc" Wyatt||September 21, 2014||N/A|
|While Peter shows off the Iron Spider Armor to his classmates at the science fair of his school for charity, his intellectual 13 year old rival Amadeus Cho also is also eyeing the suit and, after a series of events, attains and perfectly operates the Iron Spider Armor making Spider-Man even more envious of Cho (considering he never could control the armor that well to begin with). Things get worse when Amadeus targets Spider-Man for being a "menace" as well as thinking that he is not a true hero while Taskmaster seeks to achieve the armor for his own villainous means. After defeating Taskmaster once again, Spider-Man lets Amadeus keep the armor after witnessing how adept he is with it (and for assisting him in the fight against Taskmaster as well as becoming more passive towards how he views him) and invites him to become a part of his New Warriors initiative, in which he agrees.|
|58||6||"The Vulture"||Kalvin Lee||Henry Gilroy & Marty Isenberg||September 28, 2014||N/A|
|Spider-Man attempts to recruit another person for his New Warriors initiative who goes by the name of "Vulture" who was once a test subject of Doctor Octopus and goes after Harry Osborn for information about his past. After stopping him from murdering Harry and convincing him that his friend is innocent for what happened to him, Spidey tries to help Vulture by assisting him in regaining his memory by releasing Doctor Octopus from his cell for answers. But Doctor Octopus turns on them when they get to his former hideout for the truth about Vulture's past though eventually both Spider-Man and Vulture eventually take him down. Spider-Man appeals to Vulture about his New Warriors initiative, but he declines wanting to find his own purpose in life only to meet with Taskmaster with whom he strikes an alliance with.|
|59||7||"The Savage Spider-Man"||Roy Burdine||Jim McCann||October 7, 2014||N/A|
|Spider-Man accompanies Wolverine to the Savage Land to recruit Ka-Zar and his pet smilodon Zabu. During this time, they discover a plot by Taskmaster and Kraven the Hunter to abduct Zabu as part of Kraven the Hunter's ritual that would render him immortal.|
|60||8||"New Warriors"||Tim Maltby||Eugene Son||October 14, 2014||N/A|
|Now that the other young heroes have been assembled, Spider-Man must lead them into defending the Tri-Carrier from the Thunderbolts (consisting of Taskmaster, Vulture, and Cloak and Dagger) where they managed to spring Green Goblin, Doctor Octopus, Beetle, and Scorpion from their cells.|
|61-64||9-12||"The Spider-Verse"||Kalvin Lee, Roy Burdine, Tim Maltby & Kalvin Lee||Danielle Wolff, Paul Dini, Kevin Burke, Chris "Doc" Wyatt & Eugene Son||March 5, 2015||N/A|
|Spider-Man learns that the Green Goblin is planning to travel across the Multiverse using the Siege Perilous he stole from S.H.I.E.L.D. and the energy of Electro to collect the DNA of other Spider-Men. Spider-Man follows his enemy to the futuristic world of Marvel 2099 (which is drawn in CGI) and helps boost the confidence of Spider-Man 2099. Then he travels to a gender-swapped universe and teams up with Spider-Girl to defeat their world's versions of the Green Goblin. While chasing Green Goblin across the Multiverse, Spider-Man arrives in the Marvel Noir universe where he meets Spider-Man Noir. Then Spider-Man heads to a cartoonish world inhabited by anthropomorphic animals where he encourages Spider-Ham not to quit being a superhero. As Spider-Man continues chasing Green Goblin across the Multiverse, he lands in a medieval-based world where he helps Spyder-Knight take down the Alchemist (the medieval version of Doctor Octopus) and his Kraken creation to save York. Then, his last stop before heading back home is an alternate version of the Ultimate Universe where he helps Miles Morales overcome the guilt of being unable to save his world's Peter Parker from death and fight the Ultimate Green Goblin. After Spider-Man finally ends up back in his own universe, he finds Green Goblin (who learned Spider-Man's identity) has injected himself with the Spider-Men DNA from all the universes to become the Spider-Goblin. With Electro's help from the Siege Perilous, he summons all the Spider-Men dubbed Web-Warriors to battle the Spider-Goblin and save New York even when Electro plans to destroy it.|
|65||13||"The Return of the Guardians of the Galaxy"||Roy Burdine||Brian Michael Bendis||July 6, 2014||N/A|
|The Guardians of the Galaxy land on Earth to repair their ship at the same time ex-Nova Corps member 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.|
|66||14||"S.H.I.E.L.D. Academy"||Tim Maltby||Marty Isenberg||July 7, 2015||0.41|
|The S.H.I.E.L.D. Academy has been opened up at the Triskelion by Nick Fury as Spider-Man's group gets their education from Mr. Frank and guest instructors like Captain America and Hawkeye. Halfway into their education, Spider-Man and Iron Spider unknowingly reactivate an old World War II villain named Arnim Zola.|
|67||15||"Rampaging Rhino"||Kalvin Lee||Marty Isenberg||July 14, 2015||0.41|
|When Rhino learns that his archenemy Flash has become a hero, he starts a bitter rampage through New York. Spider-Man and Agent Venom are the last line of defense with help from Hulk. However, Hulk and Rhino face in battle and only Spider-Man and Agent Venom should stop now so to not cause destruction.|
|68||16||"Ant-Man"||Roy Burdine||Tom Pugsley||July 21, 2015||N/A|
|Nick Fury has been infected by nanite versions of Doctor Octopus' Octo-Bots. While the others face off against Doctor Octopus, Spider-Man and Power Man work with Ant-Man to enter Nick Fury's body and get the Octo-Bots out of him, with help to Iron Spider create a special submarine.|
|69||17||"Burrito Run"||Tim Maltby||Mairghread Scott||July 28, 2015||0.43|
|Craving Mexican food following an entire day training with Hawkeye, Spider-Man, Power Man, and Squirrel Girl sneak out of the Triskelion after hours for late-night burritos. Along the way, they must contend with Mesmero's plot to use the cellular network to brainwash everyone like he did with Batroc the Leaper, Boomerang, Grizzly, and Shocker.|
|70||18||"Inhumanity"||Kalvin Lee||Geoffrey Thorne||August 4, 2015||0.37|
|Following Spider-Man's fight with Molten Man, the Inhumans have declared war on Manhattan as Nick Fury blames the exchange student Triton. Spider-Man and Triton discover that Maximus has brainwashed the rest of the Inhuman Royal Family (consisting of Black Bolt, Medusa, Gorgon, Lockjaw and Karnak) and plans to crash Attilan into Manhattan.|
|71||19||"Attack of the Synthezoids"||Roy Burdine||Andrew R. Robinson||September 19, 2015||0.31|
|Arnim Zola resurfaces and starts replacing Spider-Man's fellow students with synthezoid versions of themselves.|
|72||20||"The Revenge of Arnim Zola"||Tim Maltby||Brandon Auman||September 26, 2015||0.36|
|With most of his fellow students replaced with synthezoids, Spider-Man must work with Agent Venom and Rhino to rescue their classmates and defeat Arnim Zola.|
|73||21||"Halloween Night at the Museum"||Kalvin Lee||Danielle Wolff||October 10, 2014[nb 1]||2.28|
In an animated crossover with Jessie, Jessie Prescott, Emma Ross, Luke Ross, Ravi Ross, Zuri Ross, and Ravi's pet Asian water monitor Mrs. Kipling visit a museum on Halloween. Jessie finds a medieval sword coveted by Morgan le Fay while unknowingly freeing her from her imprisonment. Jessie and Spider-Man work to save Halloween and the world from the evil plans of le Fay's and henchman Jack O'Lantern (which she created from a security guard).Special guest stars: Debby Ryan as Jessie Prescott, Peyton List as Emma Ross, Cameron Boyce as Luke Ross, Karan Brar as Ravi Ross, Skai Jackson as Zuri Ross
|74||22||"Nightmare on Christmas"||Roy Burdine||Eugene Son||December 3, 2014||N/A|
|After a fight with Shocker and falling from a building unconscious, Spider-Man sees what the world would be like without him when Nightmare takes him on a journey through his past where he re-enacts his fight with the Enforcers (consisting of Ox, Montana, and Fancy Dan), his present where he fights Shocker again, but all people hate Spider-Man for spoiling Christmas and a future where Peter Parker gave up being Spider-Man enough for Green Goblin's Goblin King form to hunt every superhero (destroyed the Avengers, SHIELD and young héroes). After experiencing each one, Spider-Man must fight Nightmare to get out of this nightmare and learn the meaning of being a hero who needs it most.|
|75-78||23-26||"Contest of Champions"||Tim Maltby, Kalvin Lee, Roy Burdine & Tim Maltby||Thomas F. Zahler, Matt Wayne, Marty Isenberg & Eugene Son||October 3, 2015|
|Upon finding the people of New York disappearing and a force field around the city, Spider-Man is attacked by Abomination, Beetle, and Executioner until he is saved by a familiar drone. Spider-Man discovers that he has been chosen to be the chief game piece of the Collector against Grandmaster who seeks to submit the Earth and once again humiliate his brother. With the human race at stake, Spider-Man agrees to fight for Collector. The first game in Central Park involves Spider-Man working with Iron Man and Hulk against Kraven the Hunter, Molten Man, and Wendigo King in a game of "Last Man Standing." In the second game, Spider-Man is partnered with Captain America, Red Hulk, and Iron Fist in a game of capture the flag against Sandman's monstrous form, Blastaar, and Ymir. For the third game, Spider-Man is partnered with Power Man, Black Widow, and Skaar against Doctor Octopus, Absorbing Man, and Zzzax in a game of last team standing. Things become a problem when Grandmaster starts changing the environment of the game like flooding the city and filling the waters with sharks. For the fourth game, Spider-Man teams up with Iron Spider, Agent Venom, and Thor against Terrax, Attuma, and Annihilus in a fight within the subway. Sneaking away from the battle, Spider-Man obtains some Life Model Decoys and uses them to distract Grandmaster so he, Iron Spider, and Agent Venom can board Grandmaster's ship to save the civilian hostages. While Collector summons A-Bomb, Hawkeye, and She-Hulk to the battle, Spider-Man, Iron Spider, and Agent Venom gain the unlikely assistance of an imprisoned Leader and MODOK to save the civilian hostages. Grandmaster has won the Contest of Champions and claims Manhattan for the bad guys. As Spider-Man frees each superhero while Collector stands his ground against Doctor Octopus, Skurge and Absorbing Man, he challenges Grandmaster to a winner take all battle.|
Season 4: Ultimate Spider-Man vs the Sinister 6 (2016–17)
On June 1, 2015, it was announced that the series has been renewed for a fourth season, retitled Ultimate Spider-Man vs the Sinister 6. The season premiered with a one-hour episode titled "Hydra Attacks" on February 21, 2016.
|Title||Directed by||Written by||Original air date ||U.S. viewers
|79-80||1-2||"Hydra Attacks"||Young Ki Yoon & Jae Woo Kim||Kevin Burke & Chris "Doc" Wyatt||February 21, 2016||0.36
|After Spider-Man, Iron Spider, and Agent Venom defeat Doctor Octopus, they take him to be imprisoned at the Tri-Carrier where Doctor Octopus uses one of his miniature Octo-Bots to hack into Swarm's nanites where it starts rebuilding the Tri-Carrier as HYDRA Island. This was all part of Doctor Octopus' partnership with the recently-freed Arnim Zola that also includes Goblin Formula-enhanced HYDRA Agents. Ock also receives an upgrade to his armor, gaining a much more sinister appearance. Spider-Man is saved by an unknown spider from falling into sea. Upon being saved by the mysterious Scarlet Spider, Spider-Man rallies Iron Spider and Agent Venom to fight HYDRA, now allied with 2/6s of the new Sinister Six: Doc Ock and Kraven the Hunter. Ock attempts to turn Norman Osborn back into the Green Goblin, but fails as Norman had immunized himself with a formula to counteract any further transformations back into his insane alter ego. Given the antidote, the Spider-Men start reverting the HYDRA goblins back to normal. As they cannot get Zola's consciousness out of HYDRA Island, Iron Spider programs the engines to take the vessel deep into space, where Zola will never be able to bother them again. Meanwhile, Ock escapes with Kraven to continue rebuilding the Sinister Six.|
|81||3||"Miles From Home"||Roy Burdine||Kevin Burke & Chris "Doc" Wyatt||February 28, 2016||0.47|
|On orders from HYDRA, Doctor Octopus teams up with Baron Mordo to use the Siege Perilous to bring the Ultimate Green Goblin from Miles Morales' world to join the Sinister Six. Unfortunately, this Goblin is MUCH more insane than the one from their home dimension, as it steals the Siege Perilous and begins destroying reality; Mordo is destroyed in the Goblin's rampage. Miles is brought by Doctor Strange to help fight Green Goblin, which results in the destruction of the Siege Perilous; as a result, both Goblin and Miles are trapped in this dimension. Doc Ock manages to convince Green Goblin to ally with him and the Sinister Six, while Miles is welcomed to the Web Warriors by Peter.|
|82||4||"Iron Vulture"||Young Ki Yoon||Jacob Semahn||March 6, 2016||0.53|
|Adjusting to Spider-Man's world, Miles Morales works on developing a new codename since Peter Parker is still using the Spider-Man name. The two of them stumble upon a plot by Doctor Octopus and an armored-up Vulture to raid Oscorp in order to access the computers so that Vulture can learn more about his past. Spider-Man and Miles help Norman Osborn in the Iron Patriot armor fight Doctor Octopus and Vulture. In order to help out his dad, Harry dons one of the other armors in Norman's possession and becomes "Patrioteer."|
|83||5||"Lizards"||Jae Woo Kim||Paul Giacoppo||March 13, 2016||0.57|
Dr. Curt Connors has been turned into Lizard again. This time, he has a bite that turns anyone who is bitten into Lizards. The Triskelion goes under lockdown when Spider-Man's team and the S.H.I.E.L.D. Academy personnel get infected and attack Spider-Man. With help from an item in Nick Fury's office and with the help of Iron Spider, Leo Fitz, and Jemma Simmons, Spider-Man must work on an antidote in order to restore everyone to normal. Meanwhile, Agent Venom and Rhino guard Doctor Octopus' cell during the outbreak just in case he plans any escapes from his cell. Once everyone is cured, Spider-Man witnesses Doctor Octopus and Rhino making off with Agent Venom.Note: Iain De Caestecker as Leo Fitz and Elizabeth Henstridge as Jemma Simmons make their first appearance in an animated series. They are the first original characters from Agents of S.H.I.E.L.D. to appear in an animated series.
|84||6||"Double Agent Venom"||Roy Burdine||Mairghread Scott||March 20, 2016||0.52|
|After Doctor Octopus and Rhino have escaped the Triskelion with Agent Venom in their clutches, Spider-Man and Scarlet Spider track them to the recently-returned HYDRA Island as Doctor Octopus and Arnim Zola work to separate the Venom symbiote from Flash Thompson. In order to get to Flash, Spider-Man and Scarlet Spider have to fight their way past Kraven the Hunter and the HYDRA Agents. Ock Manages to succeed in separating the symbiote from Flash, giving to Kraven, who becomes a lion-like Venom. However, Flash is able to coerce the symbiote back to him as they understand each other. As a result of the re-fusion, Agent Venom gains a new look.|
|85||7||"Beached"||Young Ki Yoon||Geoffrey Thorne||March 27, 2016||0.45|
|Spider-Man, Iron Spider, Agent Venom, Kid Arachnid, and Scarlet Spider have been looking for signs on where Doctor Octopus is hiding out. Upon Spider-Man and Iron Spider being ambushed by Vulture, they follow him to a nearby island where they are attacked by clones of Sandman. As Spider-Man fights the Sandman clones, Iron Spider stumbles upon a secret laboratory where Doctor Octopus has captured Sandman and cloned him so that he can find the "Ultimate Sandman" that will join the Sinister Six. After Sandman is rescued and Doctor Octopus escapes, Spider-Man allows Sandman to spread out around the Triskelion.|
|86||8||"Anti-Venom"||Jae Woo Kim||Matt Wayne||April 3, 2016||0.48|
|Spider-Man and Agent Venom have been busting villains like Beetle, Grizzly, Shocker, and Shriek where they suspect that they might be candidates for Doctor Octopus' Sinister Six. Arnim Zola recruits Michael Morbius to work on a new symbiote. When Spider-Man, Agent Venom, and Harry Osborn in the Patrioteer armor track them down, they are caught off-guard when they release the Anti-Venom symbiote which possesses Harry and does not have any of the symbiote weaknesses. The resulting battle leaves Agent Venom injured and Harry in a coma.|
|87||9||"Force of Nature"||Roy Burdine||Gavin Hignight||April 10, 2016||0.59|
|During a drought, Spider-Man, Iron Spider, Kid Arachnid, and Scarlet Spider answer a distress signal that takes them to an abandoned mall in Queens. They find an empty air-tight room containing Hydro-Man who has a past with Nick Fury. While transporting him to the Triskelion, Iron Spider find that Hydro-Man is not a good guy where the fight with him causes an emergency landing near Aunt May's house. While Spider-Man, Iron Spider, and Kid Arachnid fight Hydro-Man, Scarlet Spider works to protect Aunt May who ends up naming him Ben. Once Hydro-Man is defeated where the resulting battle watered Aunt May's lawn, Spider-Man gets word that the Quinjet carrying Hydro-Man back to his cell was intercepted causing Spider-Man to speculate that Doctor Octopus has gotten Hydro-Man on his side.|
|88-89||10-11||"The New Sinister Six"||Young Ki Yoon
Jae Woo Kim
Kevin Burke & Chris "Doc" Wyatt
|June 12, 2016
June 19, 2016
|After defeating Shriek, Spider-Man joins Flash Thompson, Amadeus Cho, Miles Morales, and Ben Reilly for Aunt May's birthday party. Things get worse when Doctor Octopus completes his Sinister Six upon assembling Kraven the Hunter, Rhino, Hydro-Man, Electro, and the alternate Green Goblin where they attack the Triskelion. Even when most of the Sinister Six is defeated by the S.H.I.E.L.D. Academy students, Spider-Man is caught off guard when it turns out that there is a seventh member of Doctor Octopus' group that Spider-Man least suspects. Now that Doctor Octopus knows that Spider-Man is Peter Parker, he sends Scarlet Spider to claim a key that Spider-Man hid at Aunt May's house. As Doctor Octopus turns HYDRA Island into Octopus Island with his nano-technology while entraping Arnim Zola, Spider-Man races to get to Scarlet Spider before he can harm Aunt May. In order to deal with Hydro-Man, Spider-Man has awaken Sandman to fight him. When Scarlet Spider is persuaded by Aunt May to help Spider-Man, he seemingly sacrifices his life in order to crash Octopus Island into the ocean as Sandman defeats Hydro-Man. Spider-Man, Iron Spider, and Kid Arachnid were unable to find Scarlet Spider's body.|
|90||12||"Agent Web"||Roy Burdine||Geoffrey Thorne||June 26, 2016||0.53|
|As the S.H.I.E.L.D. Academy students and Sandman are enjoying a game of volleyball, Spider-Man sees Nova crashing into the Triskelion. Before falling unconscious, Nova gives Spider-Man a box that is needed to help rescue Nick Fury. In the company of Triton, Spider-Man goes to the abandoned Inhuman city of Atarog. Upon encountering the precognitive Madame Web, Spider-Man and Triton discover that Nick Fury is the prisoner of Crossbones and the Hydra Agents with him. Spider-Man and Triton learn that Crossbones is using Nick Fury as a ransom in order to obtain Madame Web which is the reason why Nick Fury and Nova went on a secret mission. With help from Madame Web's skills, Spider-Man and Triton are able to rescue Nick Fury and escape from Crossbones. As Nick Fury and Nova leave with Madame Web to find a safe location for her, the Inhuman Royal Family (consisting of Black Bolt, Medusa, Lockjaw, Karnak and Crystal) arrives to give Spider-Man and Triton a "ride" back to the Triskelion just as Madame Web predicted.|
|91-93||13-15||"The Symbiote Saga"||Roy Burdine, Young Ki Yoon & Jae Woo Kim||Joshua Fine, Jacob Semahn, Kevin Burke & Chris "Doc" Wyatt||July 3, 2016||0.43Cite error: A
|On Halloween night, Spider-Man tries to go trick-or-treating when a strange magic engulfs Manhattan and has the trick-or-treaters becoming what they are dressed as. Spider-Man visits Doctor Strange, who claims that the responsible spell is on a quantum level. Spider-Man and Doctor Strange end up needing the help of Ant-Man in order to go to the Quantum Realm to find the source of the spell. Once there, Spider-Man, Doctor Strange, and Ant-Man find a reassembly Baron Mordo who attacks them with a construct that assumes the form of Dormammu, Ultron, and Doctor Octopus' nanite-enhanced form, which is only the beginning of its plot.|
|99-101||21-23||"The Spider Slayers"||Young Ki Yoon
Jae Woo Kim
Joshua Hale Fialkov
|October 8, 2016||0.34Cite error: A
|On a winter night, Spider-Man is guarding Doctor Strange's Sanctum Sanctorum when he hears Moon Knight chasing a girl from outside. For her safety, Spider-Man allows her to enter the Sanctorum only to discover that she is Francis Beck, the daughter of his presumed deceased enemy Mysterio. Blaming Spider-Man for his death, Francis uses Mysterio's enchanted helmet to attack Spider-Man. The helmet unleashes a mystical threat, which Spider-Man is able to contain with the assistance of Moon Knight.|
|103-104||25-26||"Graduation Day"||Young Ki Yoon & Jae Woo Kim||Kevin Burke & Chris "Doc" Wyatt||January 7, 2017||0.36
As Peter Parker prepares to graduate from S.H.I.E.L.D. Academy, he is visited by Doctor Octopus who threatens to harm Aunt May if he puts on the Spider-Man costume again. Spider-Man refuses to agree and puts Aunt May in protective S.H.I.E.L.D. custody, to capture Doctor Octopus with the help of his team of Web Warriors and New Warriors. After rounding up Scorpion, Kraven the Hunter, Vulture, and Rhino as well as turning Crossbones into a Lizard, Doctor Octopus allows himself to be incarcerated in the Triskelion's security brig by Spider-Man´s team. The graduation ceremony attended by the Avengers, Doctor Strange, Sandman, Nick Fury, Power Man's parents, Patrioteer, and Ant-Man. As he ends up breaking out while Spider-Man brings Aunt May to the graduation, Doctor Octopus and his new Sinister Six break free as he ensnares Aunt May. Spider-Man reluctanly injects himself with a serum to cure him of his powers in order to keep Aunt May safe. Doctor Octopus then takes control of the Triskelion where he places a contracting forcefield around the graduation ceremony. The contracting forcefield is starting to close in on the graduation attendees. Desperate to stop the Superior Sinister Six and getting a pep talk from Aunt May, Spider-Man gets his original web shooters back from Aunt May and heads to Oscorp. With the help of Norman Osborn, Spider-Man is able to regain his powers with the radioactive spider in Doctor Octopus' hidden lab and confront the Superior Sinister Six when they arrive at Oscorp upon noticing that Norman Osborn wasn't there. As Doctor Octopus terrorizes the city, Spider-Man uses the same serum on Vulture, Crossbones, and Rhino to depower them while also defeating Kraven the Hunter and Scorpion. Doctor Octopus then turns himself into a mindless giant octopus-like creature. Using the serum, Spider-Man turns Doctor Octopus back to normal who tells Spider-Man that even he doesn't know how to get rid of the contracting forcefield. Doctor Octopus cooperates with Spider-Man to deactivate the contracting forcefield. Afterwards, Doctor Octopus is taken away by Iron Man. Following the graduation ceremony, Agent Venom and Scarlet Spider become S.H.I.E.L.D. Academy teachers and Nick Fury tells Spider-Man that he has become the Ultimate Spider-Man after he stops Trapster. Peter Parker reminisces on his more inexperienced days as Spider-Man and how far he has come as Spider-Man and goes out to stop a robbery in the East Village, saying this is not the end, only the beginning.Note: Norman Osborn is revealed to know about Spider-Man's identity as Peter Parker for some time after recovering the memories of his time as the Green Goblin.
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