Ultimate Spider-Man Episode Seventy-One: Attack of the Synthezoids

Attack of the Synthezoids

First Aired: September 19th, 2015

Synopsis: After some strange dreams Spider-Man wakes up in an assimilation tube of Arnim Zola's, and after escaping, finds it missing when trying to explain what happened to his teammates. A synthezoid appears after they leave and he fights it, then goes to Nick Fury to warn him what's going on. Fury explains to Spider-Man that he's currently asleep undergoing a SHIELD test and that to wake up and pass the test he'll need to enter a large tube, but Spidey realises it's a trap. He fights Fury, who's a synthezoid, and is then contacted by Arnim Zola who explains that most people in the Triskelion have been replaced by synthezoids. The first group of heroes Spider-Man runs into turn out to be said synthezoids, but he soon finds Amadeus Cho and Iron Fist who are the real deal. While they go after Zola, who Amadeus can track, both Amadeus and Iron Fist are taken out by synthezoids.

Ultimate Spider-Man Episode Seventy: Inhumanity

Inhumanity

First Aired: August 4th, 2015

Synopsis: Spider-Man is fighting the villain Molten Man with assistance from Triton, an exchange student from the Inhuman city of Attilan. Triton is arrogant and doesn't contribute much so the fight so Spider-Man tells him to hang back and let him defeat Molten Man by himself, which he does. The next day while Nova mentions that the Inhumans appeared out of nowhere and revealed that they'd been hiding among humanity for centuries, their flying city, Attilan, suddenly appears and declares war on humans unless SHIELD surrenders. Triton is locked up but says that he knows nothing about why this would be, so Spider-Man frees him and flies him in a jet to Attilan to investigate. Fury gives them an hour to shut down the situation before SHIELD attacks Attilan. In Attilan Triton takes Spider-Man to see Black Bolt, the king of the Inhumans, but instead find Maximus has taken over the throne and is responsible for the declaration of war. Triton temporarily imprisons him with a deus ex machina called the Gyro-Cube, and then takes Spider-Man with him to find Black Bolt.

Ultimate Spider-Man Episode Sixty-Nine: Burrito Run

Burrito Run

First Aired: July 28th, 2015

Synopsis: After an intense training session with Hawkeye, Spider-Man, Luke Cage, and Squirrel Girl are all hungry but are forbidden from going out by Nick Fury. The three of them sneak into the city but as they're heading to get burritos they run into Shocker. They defeat him but afterwards he's amnesiac and can't remember what he was doing, namely altering the city's mobile phone coverage using an access box. As the team continue heading to the burrito place Spidey knows they find Batroc the Leaper stealing mobile phones, and after defeating him he, too, is amnesiac. They head off in the direction of an alarm and find Mesmero altering an access box as Shocker was, but when he's attacked he sends civilians after them. Spider-Man, Luke, and Squirrel Girl escape them and see waves of civilians heading for a skyscraper, so they make their way there.

Ultimate Spider-Man Episode Sixty-Eight: Ant-Man

Ant-Man

First Aired: July 21st, 2015

Synopsis: Ant-Man is teaching the students of SHIELD Academy when an alarm sounds. The cause of it is that Doctor Octopus is freed, and fighting alongside him is Nick Fury. While some heroes go after Octopus, the others stop Fury and discover that it's really him. The reason he was helping Ock is because a tiny octobot is embedded in his brain and controlled him. It's integrated into him too much for it to be removed via surgery, so Ant-Man, Spider-Man, and Luke Cage shrink down into a spider-themed vehicle so that they can enter Fury's body and destroy it - but they only have thirty minutes before the Pym Particles wear off and they grow to normal size. After escaping from some white blood cells which see them as a threat they have to change their route to go via the heart, but with Fury's heart rate of sixty beats per minute they'll have a second to get through it before it contracts and crushes them. On the way there octobots attack the vehicle and destroy the team's communication with the outside, but when Ant-Man tries to stop them he's carried off by them.

Ultimate Spider-Man Episode Sixty-Seven: Rampaging Rhino

Rampaging Rhino

First Aired: July 14th, 2015

Synopsis: Spider-Man talks to Doctor Connors and Agent Venom on the SHIELD Helicarrier and discovers that Rhino is there. It's been discovered that he can't return to normal again, which he's angry about, and he only gets angrier when he discovers that Venom is Flash Thompson, his former bully. Rhino breaks free and causes enough destruction that he, Venom, and Spider-Man end up falling from the helicarrier. After parachuting to safety Venom and Spider-Man try dealing with him, but Rhino soon goes on a rampage. Fury wants to send in more force and when Spidey and Venom still can't stop Rhino, Nick Fury does so, sending the Hulk in to stop Rhino. The Hulk and Rhino are both reckless enough that Spider-Man and Venom have to deal with their collateral damage. As the fight goes on Venom tries stopping them in an ice hockey rink they end up in, but he ends up electrocuting himself and having to be taken to Doctor Connors to recover.

Ultimate Spider-Man Episode Sixty-Six: SHIELD Academy

SHIELD Academy

First Aired: July 7th, 2015

Synopsis: As Peter leaves Midtown High for the day, he thinks bout how it's his last day there because he'll now be at the Triskelion undertaking SHIELD training. With his teammates, both old and new, he fights robots and attends classes taught by the retired hero Whizzer, who cracks down on texting in class. Amadeus Cho reveals that someone's trying to hack his Iron Spider suit, but when he and Spider-Man track down the signal they just find an old robot in the Triskelion's archives. After another day of classes Amadeus goes to view the robot again, which activates this time and reveals that it's Arnim Zola. Zola manages to power himself up with some parts Amadeus examines, and magnetises Amadeus' suit so that he and Spidey are trapped. Spider-Man's able to manually manipulate the Iron Spider suit, but Zola has escaped in the meantime.

Ultimate Spider-Man Episode Sixty-Five: The Return of the Guardians of the Galaxy

The Return of the Guardians of the Galaxy

First Aired: July 6th, 2014

Synopsis: Spider-Man is racing Nova on his Spider-Cycle when he hits the Guardians of the Galaxy's ship. The two of them enter the ship which is badly damaged and about to crash, but is saved at the last moment. Drax and Gamora are healing from injuries they suffered and it's revealed that the Guardians were attacked by Titus, a former Nova Corps member who betrayed them and is after Sam for his helmet. The ship still needs to be repaired and after leaving Groot to guard Peter's house, Spider-Man, Nova, and Rocket Raccoon sneak aboard the SHIELD Helicarrier, as it has the omnium generator needed to repair the ship. They manage to take it from the armoury but are found by SHIELD, but before they can suffer any repercussions Titus appears with Chitauri soldiers, demanding Nova's helmet. 

Ultimate Spider-Man Episode Sixty-Four: The Spider-Verse, Part 4

The Spider-Verse, Part 4

First Aired: March 26th, 2015

Synopsis: Spider-Man returns to his own world and finds that his communicator has conveniently broken. Since he doesn't have the time to visit SHIELD he goes directly to the Hellcarrier, where he finds the Green Goblin powering himself up with a serum made from the DNA of all the alternate universe Spider-Men. Spider-Man sabotages it but it's too late - the Goblin has gained more powers, and to make things worse, he now knows Spidey's real identity. As the fight with Spider-Man continues the Goblin mutates further into the Spider-Goblin, sporting extra limbs and acidic spit. Spider-Man manages to find the Siege Perilous with Electro still trapped inside it. He gets Electro to summon all of the Spider-Men he met over the last few episodes to help defeat the Green Goblin. By working together the spiders are able to hold down the Goblin, and Spider-Man then uses Electro to de-ionise the serum, turning the Goblin back into Norman Osborn. 

Ultimate Spider-Man Episode Sixty-Three: The Spider-Verse, Part 3

The Spider-Verse, Part 3

First Aired: March 19th, 2015

Synopsis: The next universe Spider-Man ends up in takes him to York, a medieval village. As Spider-Man approaches he sees a figure called the Alchemist extorting money from the citizens in return for protecting them, but Spider-Man's soon spotted and captured, having been mistaken for a witch. He's saved from being burned at the stake by this universe's Spider-Man, an armoured figure called Spyder-Knight, but the Green Goblin soon appears, grabs Spyder-Knight's DNA, and leaves through a portal. Spider-Man wants to follow but a giant steampunk octopus called the Kraken appears out of a nearby lake, which Spyder-Knight has to fight. As much as Spider-Man wants to leave through the portal he stays to help Spyder-Knight, and in battle Spyder-Knight mentions that the Kraken is what the Alchemist protects the people from. Once the Kraken is defeated it's revealed that the Alchemist, this universe's version of Doctor Octopus, was controlling it all along. Although the portal closes, Spyder-Knight takes Spider-Man to Merlin, this universe's Doctor Strange equivalent, and he's able to reopen it.

Ultimate Spider-Man Episode Sixty-Two: The Spider-Verse, Part 2

The Spider-Verse, Part 2

First Aired: March 12th, 2015

Synopsis: Spider-Man arrives in a black-and-white world and finds the Green Goblin being chased by cops. Spider-Man Noir arrives to fight the Goblin and with Spider-Man's help they're able to knock the Goblin into the river, temporarily taking him out of the picture. Noir is suspicious of Spider-Man, however, until Spider-Man unmasks. Nevertheless Noir insists that he works alone and that he's distanced himself from Aunt May and Mary Jane to protect them. He keeps evading Spider-Man, until a radio report has the Green Goblin capturing report Mary Jane and holding her in a blimp. Spider-Man and Spider-Man Noir go after the blimp using an old plane and Spider-Man's able to save Mary Jane when she's dangled out of the blimp. He then has to save some people who fall out of the blimp but Spider-Man Noir tags in and fights the Goblin inside the blimp. Although it looks like Goblin is defeated, he recovers and takes Noir's DNA, then sets the blimp to crash.

Ultimate Spider-Man Episode Sixty-One: The Spider-Verse, Part 1

The Spider-Verse, Part 1

First Aired: March 5th, 2015

Synopsis: Spider-Man sneaks into one of the Goblin's lairs where he finds the Goblin absorbing Electro into the Siege Perilous, stating that he's going to travel to alternate dimensions to absorb Spider-Man DNA. Naturally Spider-Man won't stand for this, but when he fights the Goblin a portal's opened and Spider-Man ends up in one of those alternate dimensions - the futuristic New York of 2099. With the Goblin nowhere to be seen he goes to stop a bank robbery which the news reports, but after stopping the robots committing it is attacked by the Spider-Man of 2099, who thinks that Spider-Man is a fake of some kind. As they continue to fight the Goblin appears and attacks them, and is able to get Spider-Man 2099's DNA. He disappears into a portal while Spider-Man and Spider-Man 2099 work to save a building damaged during the fight. In the aftermath Spider-Man 2099 is convinced that Spidey is the real deal, and thanks him for helping to inspire him. Spider-Man goes into the still-open portal after Goblin.

Ultimate Spider-Man Episode Sixty: New Warriors

New Warriors

First Aired: October 14th, 2014

Synopsis: Spider-Man introduces his team to the New Warriors - Agent Venom, Iron Spider, Ka-Zar and Zabu. They start a training session but are interrupted by Taskmaster teleporting in with his own team, consisting of Cloak, Dagger, and Vulture. Cloak teleports away Spider-Man's original team before Spider-Man and the New Warriors are locked in the room by Taskmaster. They escape via a passageway and then head to where prisoners are incarcerated, realising that Taskmaster's there to free people, but they screw up and accidentally free Green Goblin, Doctor Octopus, Beetle, and Scorpion. The Goblin teleports away with Taskmaster's team after breaking Amadeus' Iron Spider outfit, and after a brief fight with the remaining villains Spidey and his team make a tactical retreat. Doctor Octopus, Beetle, and Scorpion start to escape the helicarrier using a jet, but Vulture, wanting revenge on Ock, manages to damage it badly enough that it returns to the helicarrier. 

Ultimate Spider-Man Episode Fifty-Nine: The Savage Spider-Man

The Savage Spider-Man

First Aired: October 7th, 2014

Synopsis: Spider-Man and Wolverine are in the Savage Land. After Spider-Man takes out a t-rex that attacked him he goes over their mission again - they're there to recruit Ka-Zar, a teenager raised in the Savage Land with natural hunter's skills. When they find Ka-Zar he fights them for a bit as his brother Zabu was captured by two people, but he eventually realises they didn't do it. They follow the trail of the villains, who turn out to be Kraven the Hunter and Taskmaster, and Spider-Man discovers that Zabu is a sabretooth cat. Ka-Zar refuses Taskmaster's offer to join him, and some darts are fired at the heroes. One of them hits Spider-Man and, as it contains poison from the Savage Land, it turns him into a spider monster. Although Ka-Zar wants to go after Zabu Wolverine convinces him that they need to help Spider-Man, and after a brief fight Ka-Zar uses the cure on Spider-Man - the fumes of a skunk-like creature native to the Savage Land.

Ultimate Spider-Man Episode Fifty-Eight: The Vulture

The Vulture

First Aired: September 28th, 2014

Synopsis: Spider-Man is looking for the Vulture, a flying person who's been spotted around the city. The Vulture stops a mugging but drops the mugger from a great height, so Spider-Man naturally has to save him. From where Vulture's been seen Spider-Man's able to calculate his most likely lair, but unbeknownst to him is overheard by Taskmaster. When Spider-Man goes to the lair he realises that it's one of Doctor Octopus' old ones, and that Vulture must be a result of Ock's experiments. He briefly fights Vulture who reveals that he's amnesiac and desperate for his memories. Vulture finds a random metal plate which is apparently related to his memories and flies away, and when Spider-Man checks it he sees it's from Oscorp. Spider-Man heads off to Oscorp, but once he's gone Taskmaster sneaks into the lair and tampers with a hidden computer.

Ultimate Spider-Man Episode Fifty-Seven: The Next Iron Spider

The Next Iron Spider

First Aired: September 21st, 2014

Synopsis: Peter is having lunch with Aunt May when the Juggernaut robs an armoured car outside. By the time Peter's switched to Spider-Man Juggernaut has already been defeated by teenage superhero Squirrel Girl, who caused a lot of property damage in the process. She leaves, after which Juggernaut reveals he was only pretending to be defeated, but Spider-Man defeats him easily nevertheless. Nick Fury calls Spidey and tells him that he wants Amadeus Cho, a classmate of Peter's who's the seventh smartest person in the world, to be recruited for SHIELD. Spider-Man's reluctant to do so. The next day at school Peter brings in the Iron Spider armour, since apparently he's allowed to let people take photos next to it for a fundraiser, but it gets taken away by Stan, the new principal of the school, since Fury wouldn't want it to be available to people, but Peter discovers it's Taskmaster in disguise and changes to Spider-Man. While fighting Taskmaster with Nova and Luke, Amadeus somehow gets into the armour and helps fight Taskmaster, but Taskmaster escapes midway through the fight.

Ultimate Spider-Man Episode Fifty-Six: Cloak and Dagger

Cloak and Dagger

First Aired: September 14th, 2014

Synopsis: Spider-Man and Iron Fist are looking for teenage superheroes Cloak and Dagger when Cloak appears, attacking them with Mindless Ones and absorbing Iron Fist into his portal. Dagger arrives as Cloak teleports away and explains to Spider-Man that Cloak's been that way for a few days since he disappeared during a fight. Spider-Man convinces her to work with him and they go to Doctor Strange. Doctor Strange is coincidentally being attacked by Cloak, who is revealed to be controlled by Dormammu. Strange is absorbed into Cloak, but before he is he manages to give Spider-Man the Eye of Agamotto, which gives Spider-Man access to magic. Spider-Man's able to teleport himself and Dagger to the dimension Cloak teleports to, and after Dagger restrains Cloak, she gives Spider-Man one of her light daggers as he enters Cloak's portal. From in there he's able to use it to free Cloak from Dormammu's control after convincing him to trust him. Cloak and Dagger want to run away, but Spider-Man convinces them to work with him against Dormammu.

Ultimate Spider-Man Episode Fifty-Five: Agent Venom

Agent Venom

First Aired: September 7th, 2014

Synopsis: Spider-Man is swinging around when he sees a symbiote on an electronic billboard, and is soon attacked by a Venom-empowered Scorpion. As they fight they're interrupted by Flash Thompson, wearing a homemade costume and calling himself the Scarlet Spider. Spider-Man is able to remove the symbiote from Scorpion and defeat him, but tells Flash that he isn't a superhero and needs to leave. Flash isn't happy with this, but unbeknownst to all a small piece of the symbiote Spider-Man missed attaches itself to Flash's shoe. At the same time, Beetle watches the whole thing. The next day at school Flash is friendly with Peter, saying that he's training to be a superhero, but then Beetle bursts in with orders from Taskmaster to retrieve the symbiote. Peter changes to Spider-Man, but Flash wants to help his idol and so the symbiote from the previous night covers his body completely, turning him into the new Venom. The two work together to stop Beetle, but while Spider-Man's trying to convince Flash to remove the symbiote, Beetle escapes.

Ultimate Spider-Man Episode Fifty-Four: The Avenging Spider-Man, Part Two

The Avenging Spider-Man, Part Two

First Aired: August 31st, 2014

Synopsis: With the Avengers thinking he's Loki, Spider-Man runs away from them, and is somehow able to swim through a sewer to get to Midtown High, where he knows that his former team will be able to tell that it's him. After a brief fight with them they're convinced, but the Avengers and Loki show up and attack them, convinced that "Loki" has brainwashed the heroes. As the fight goes on a train is derailed which Spider-Man saves, convincing the Avengers that he's the real Spider-Man. Loki leaves, and the heroes go off to free Thor and the Hulk, encased in ice by a symbiote-powered dragon. Afterwards Spider-Man gets a call from Nick Fury, saying that Doctor Octopus' old base has an energy signature coming from him. Spider-Man volunteers to go and check it out with his old team, but once they get there Ock starts flooding it and escapes. The team are able to escape using a giant ball of webbing made by Spider-Man.

Ultimate Spider-Man Episode Fifty-Three: The Avenging Spider-Man, Part One

The Avenging Spider-Man, Part One

First Aired: August 31st, 2014

Synopsis: Spider-Man and his team fight Doctor Octopus, and after defeating him the Avengers approach them, wanting Spider-Man to join them. He's reluctant to leave his team but does so with their blessing. At Avengers Tower he passes a quick test and is given an upgrade to his web shooters from Iron Man, but Black Widow points out that he's not unmasking and showing them the same trust that they're showing him. Captain America says it's fine, though, and the team soon go out to fight threats such as Fin Fang Foom and Attuma. Spider-Man manages to defeat Batroc on his own when his old team are fighting him and gets praise from civilians, who ignore what his old team contributed. Meanwhile, Loki frees Doctor Octopus from his imprisonment and restores his old underwater laboratory, and the two make plans to create more symbiotes from Spider-Man's blood so that Loki can power up some Asgardian monsters for an invasion.

Ultimate Spider-Man Episode Fifty-Two: Ultimate

Ultimate

First Aired: November 10th, 2013

Synopsis: Spider-Man's riding around on the spider-cycle when the old SHIELD helicarrier, previously destroyed, bursts out of the water. Spider-Man gets onto it and is attacked by the Green Goblin and his team, all of whom have been given the same serum that transformed Norman Osborn and are now goblins themselves. The Green Goblin reveals that he's planning on using the serum on all of New York from the helicarrier, which he dubs the Hellcarrier. Spider-Man tries fleeing but is chased by his team and has to fight them until SHIELD are able to evacuate him. Coulson gives Spider-Man a briefcase from Doctor Connors which contains an anti-goblin innoculator, before Spider-Man returns to the Hellcarrier to confront the Goblin. The Green Goblin reveals that he wants to transform all of New York so that he'll have a kingdom with which to take over the world, before Spider-Man's team reappear and attack him again.

Ultimate Spider-Man Episode Fifty-One: Return of the Sinister Six

Return of the Sinister Six

First Aired: November 3rd, 2013

Synopsis: Spider-Man and Iron Patriot are in the sewers chasing after the Lizard, who is wearing a high-tech suit. When Iron Patriot damages the walls of the area they're in Spider-Man has to hold it up, and while Iron Patriot fixes it up Lizard escapes. Spider-Man notices some scrawls on a wall, and deduces that it's a chemical formula. He creates it back on the SHIELD Helicarrier and speculates that it'll cure the Lizard, and that it was written by Connors, still trying to break free of the Lizard's body. Spider-Man and his team hear about a prison breakout, so they head there alongside Iron Patriot, who was also on the helicarrier. They split up at the prison and Spider-Man finds the Sinister Six there, all wearing upgraded suits, and with Beetle having been replaced by Scorpion. 

Ultimate Spider-Man Episode Fifty: Sandman Returns

Sandman Returns

First Aired: October 27th, 2013

Synopsis: Spider-Man is in the helicarrier, where Doctor Connors' lab is getting modified. Awesome Andy tries disposing of some chemicals but all he does is create fires around the lab, which result in Sandman being freed. To Spider-Man's surprise, Sandman helps put out the fires. Later, Nick Fury explains that they've been trying to rehabilitate Sandman, which Spider-Man is fully on board with. He offers to take Sandman into the field. Sandman's given a suit which can restrict and stabilise his powers, and he and Spider-Man go out for a walk. News comes in of an attack on a SHIELD facility, and Spider-Man convinces Sandman that they should go and stop it. The attack turns out to be courtesy of Swarm, who Fury points out absorbs technology and could absorb Sandman's suit. Swarm starts to do so, so Spider-Man removes the suit from Sandman, but without it, Sandman soon starts getting erratic and unhinged as he defeats Swarm. He calms down as SHIELD approaches him but Spider-Man is shaken.

Ultimate Spider-Man Episode Forty-Nine: Second Chance Hero

Second Chance Hero

First Aired: October 20th, 2013

Synopsis: Peter Parker, Harry Osborn, and Norman Osborn are all playing board games together, but unbeknownst to the others Peter is really there to keep an eye on Norman for Nick Fury to see whether he's still a villain. Norman leaves which prompts Peter to follow, and as Spider-Man he discovers Norman in a suit of Iron Man-esque armour, calling himself the Iron Patriot. To Spider-Man's surprise, Norman fights the Frightful Four, leading to Spider-Man joining him. Unbeknownst to them, an octobot watches them and identifies Norman through the suit. The two heroes are able to stop the villains, but at the expense of Norman using Spider-Man as a distraction. Spider-Man is still suspicious of Norman and the two get into a fight, but when a billboard is damaged during it Norman goes out of his way to stop it while Spidey saves civilians, which convinces Spider-Man that Norman is really trying to redeem himself. Later, Norman offers to tutor Harry, which just further solidifies Peter's trust. Nick Fury, however, doesn't buy it, and insists that Peter keep watching Norman.

Ultimate Spider-Man Episode Forty-Eight: The Howling Commandos

The Howling Commandos

First Aired: October 5th, 2013

Synopsis: Spider-Man meets the Howling Commandos, consisting of the Living Mummy, Werewolf by Night, and Frankenstein's Monster, as well as a yet-unseen fourth member. Spider-Man explains the events of the previous episode right before Dracula and Spider-Man's mesmerised team show up via a portal. After a brief fight Dracula is able to get away with both halves of the ankh, but Werewolf by Night reveals that he can't use them to become immortal until dawn. He also warns that Spider-Man's loved ones may be in jeopardy from Dracula, so Spider-Man and the Howling Commandos go to Aunt May's. They set up a combination of mystical and technological wards to protect the house, and run into Blade there, who joins them. Using the Howling Commandos' transport, the Monster Truck, the group go to Transylvania. A horde of shadow vampires attacks them outside Dracula's castle but are stopped by the fourth member of the commandos - the Man-Thing.

Ultimate Spider-Man Episode Forty-Seven: Blade

Blade

First Aired: October 5th, 2013

Synopsis: Spider-Man and his team are waiting in a graveyard for a special agent when they're attacked by feral humanoids. They're saved by Blade, who reveals that they're shadow vampires. Although Blade tells everyone to run Spider-Man insists that they should fight, and Spider-Man eventually gives Nova orders to create a burst of light which defeats the vampires. Everyone moves to the helicarrier since Blade doesn't trust the team with the package he's brought - half of an ankh. Coulson explains that in the past the full ankh could raise the dead, and that Dracula is after both halves of the ankh since it will remove his weaknesses and make him immortal. He also explains that the other half is in a special area of the museum, which sends Blade heading off to retrieve it. Nick Fury forbids Spider-Man and his team from joining in, saying that he's underestimated how dangerous the mission is, but Spider-Man and his team follow Blade and join him anyway.

Ultimate Spider-Man Episode Forty-Six: Game Over

Game Over

First Aired: September 29th, 2013

Synopsis: Spider-Man and his team are fighting LMDs as part of a training session, but they start acting more deadly as the fight goes on. Nick Fury comes in and stops them, and reveals that it was a test by the mutant terrorist Arcade, who can control technology. He reveals that Arcade is also trying to hack nuclear missiles and that they only have twenty-four hours to stop him, and that an arriving Captain America has been called into help. Captain America attacks Fury, who turns out to be another LMD. The real Nick Fury sends Cap to the country of Madripoor, and Spider-Man decides to stow away on Cap's plane. Arcade ends up hacking the plane, forcing them to evacuate it. In Madripoor they go to a building where LMD ninjas are fighting Wolverine. He attacks Captain America, but it turns out to be a test as to whether Cap is an LMD or not. Wolverine reveals that Arcade is in that building, but LMD duplicates of the trio show up to fight them, while some hologram technology changes the room into a faux boxing ring.

Ultimate Spider-Man Episode Forty-Five: The Parent Trap

The Parent Trap

First Aired: August 4th, 2013

Synopsis: Spider-Man, Luke Cage, Nick Fury, and Agent Coulson parachute into some mountains and start fighting Zodiac grunts. They've discovered that Scorpio is planning to use the Zodiac Key to power a super-soldier serum and make an army of villains. Due to the number of foes only Spider-Man and Luke are able to get into the main Zodiac base, a volcano. Inside, Luke sees a pair of scientists on a screen who he recognises as his parents, who he thought died in a plane crash. Although he and Spider-Man have orders to get the Zodiac Key, he runs off instead to find his parents. Spider-Man thinks it may be a trick, but decides to support his friend and comes along too. Luke explains that he and his parents were flying home in a private plane when Zodiac attacked; to protect him his parents made him drink the serum they'd been working on which gave him super-strength and invulnerability. Luke and Spider-Man's path takes them by a room where the Zodiac Key is in, which Spider-Man manages to retrieve before catching up to Luke.

Ultimate Spider-Man Episode Forty-Four: Guardians of the Galaxy

Guardians of the Galaxy

First Aired: July 28th, 2013

Synopsis: Peter has to take out rubbish when he encounters Rocket Raccoon. The two of them briefly fight before Nova arrives and explains that he knows Rocket; he's his mentor. Rocket needs Nova, so the two of them teleport away, but Peter rushes into the teleport beam and comes with them. He suits up as Spider-Man and discovers that they're in space, fighting the aliens known as the Chitauri. The ship they're on is taken into a larger ship commanded by the Chitauri's leader, a cyborg known as Korvac. The rest of Nova's team, the Guardians of the Galaxy, are imprisoned on the ship and they're freed by Rocket, Spider-Man, and Nova. As the heroes fight the Chitauri around the ship, it's revealed that the Chitauri are planning to destroy Earth since there are too many heroes on it for their liking.

Ultimate Spider-Man Episode Forty-Three: Venom Bomb

Venom Bomb

First Aired: July 21st, 2013

Synopsis: Spider-Man and his team are fighting the Green Goblin after he was found by SHIELD satellites. They're able to defeat him but are suspicious of how easy it was. Spider-Man visits Harry Osborn to let him know, but all Harry cares about is returning his father to normal since he's sick. Spidey next heads to the helicarrier, where he finds out from Nick Fury that the Goblin will be held on the moon. Spidey protests that they should be trying to cure him, but Fury doesn't listen. For the moment, the Goblin is still on the helicarrier, however, and he spits out a vial containing a symbiote which merges with another symbiote in SHIELD's custody, before the two start infecting SHIELD agents. Spider-Man, meanwhile, tries talking the imprisoned Doctor Octopus into curing Norman, but has to leave when symbiotes attack, leading to Spider-Man fighting a symbiote-possessed Nick Fury and Agent Coulson. The Goblin is freed by symbiotes and goes to Doctor Octopus for revenge, but Spider-Man arrives and saves Doctor Octopus using the Iron Spider armour.

Ultimate Spider-Man Episode Forty-Two: Ultimate Deadpool

Ultimate Deadpool

First Aired: July 14th, 2013

Synopsis: Spider-Man is swinging around in the rain and having a bad day, while unbeknownst to him, nearby Deadpool is fighting thugs working for Taskmaster. When Spider-Man goes to the helicarrier he finds Deadpool there, talking to his team - he used to train with them before Spider-Man started working with SHIELD, but left to become a freelance hero. Deadpool explains that he's there because an agent stole a SHIELD list with a bunch of superhero secret identities, and he's going to get it back. His computer searching finds Taskmaster's base, and he heads off - but Spider-Man asks to come with him as he's impressed by Deadpool. While they're flying to the base in Deadpool's jet they're attacked by Taskmaster's thugs, using jetpacks. Deadpool evacuates Spider-Man and himself from the jet and they fight the thugs as they fall to the ground, but for the sake of humour Deadpool sabotages Spider-Man's web-parachute. They land near Taskmaster's base, but Deadpool reveals that he plans to kill Taskmaster.

Ultimate Spider-Man Episode Forty-One: Stan By Me

Stan By Me

First Aired: July 7th, 2013

Synopsis: Peter Parker, Mary Jane, and Harry Osborn are the only people at school on a Friday evening, as Peter needs their help with some science classes he missed. The power ominously goes out, and the school's janitor, Stan, says there's something ominous about. In the darkness Coulson, who is also at school, disappears at the same time large claw marks appear on the walls and ceiling. Thankfully, Stan prompts Peter to run and get help, giving him the excuse he needs to change to Spider-Man. As Spider-Man rejoins his friends he's attacked by the Lizard, but saved by Stan attacking it with his mop. His communicator is damaged in the process, which means he can't call his team for help. The group of Spider-Man, Stan, Mary Jane, and Harry head to the boiler room after the Lizard, but Harry is grabbed by the Lizard when the monster grabs a high-tech security panel from a wall.

Ultimate Spider-Man Episode Forty: The Incredible Spider-Hulk

The Incredible Spider-Hulk

First Aired: June 23rd, 2013

Synopsis: Spider-Man is fighting Batroc the Leaper, and as they fight civilians jeer at him. He's able to defeat Batroc, but gets a call from Nick Fury regarding the Hulk. Spider-Man heads to the helicarrier and discovers that Fury plans to use Mesmero to make the Hulk smarter so that he can be the hero he wants to be. Once the experiment starts the Hulk starts shouting, causing Spider-Man to try and interfere. Mesmero uses his powers on Spider-Man, causing him to fall unconscious, and when he awakens he finds that he's in the Hulk's body. Nobody's around, so Spider-Man goes to Mesmero's cell to confront him, but not being used to the Hulk's body, he instead accidentally frees the villain. Spider-Man is knocked out of the helicarrier by SHIELD agents who think he's acting erratic, and once he's gone, Fury expresses confusion about the experiment; it was apparently a trick of Mesmero's. Meanwhile, the Hulk wakes up in Peter's body and is taken to school.

Ultimate Spider-Man Episode Thirty-Nine: Journey of the Iron Fist

Journey of the Iron Fist

First Aired: June 16th, 2013

Synopsis: Spider-Man and Iron Fist are training on the Brooklyn Bridge when a ninja shows up and attacks them. During the fight Iron Fist is scratched by the ninja's kunai before Spider-Man manages to get rid of him by webbing him to a truck. An old man appears before them and Iron Fist tells Spider-Man that he must return home, thanking Spider-Man for all he's done for him. Spider-Man is naturally confused, and follows them to the airport, jumping on the plane they take which eventually lands in K'un L'un. Spider-Man is immediately attacked by Scorpion, a warrior of K'un L'un and spiritual brother of Iron Fist, but Danny stops him, saying that Spider-Man is here as his guest. Danny then explains to Spider-Man that he's going to become the king of K'un L'un, but had a year in the outside world to say his farewells - and that year is up. As he explains, Danny starts falling sick due to some poison from the kunai scratch, which means that he can't enter the trial to prove that he can be king.

Ultimate Spider-Man Episode Thirty-Eight: Itsy-Bitsy Spider-Man

Itsy-Bitsy Spider-Man

First Aired: June 9th, 2013

Synopsis: Spider-Man's team are on an underwater mission looking for Thor. They find the Destroyer armour instead, with a Norn Stone on its chest, and end up in a squabble which has them all accidentally touching it. As a result, they get turned into chibi versions of themselves. After returning to the helicarrier they decide that they need Thor's help, but are instead put in daycare, because this episode is inane. The daycare has a strange kid in it, in spite of Nick Fury saying that it hadn't been used before, and when the team try escaping from daycare their attempt is thwarted by the kid. He reveals himself to be Loki, intending on using the Norn Stone to de-age Thor and his allies so that he'll be the older sibling. Loki leaves, and moments later Thor arrives, also in a chibi form. He helps the team escape from daycare and explains that Loki has activated the Destroyer armour.

Ultimate Spider-Man Episode Thirty-Seven: Swarm

Swarm

First Aired: June 9th, 2013

Synopsis: Spider-Man is fighting Juggernaut when Iron Man shows up to help. Spider-Man is confident that his spider-tracer can keep track of Juggernaut and helps Iron Man stop a building from collapsing, but when trying to use his spider-tracer finds that it's faulty. Iron Man gives him a piece of advice - technology is less important than the mind using it. Spider-Man later heads to Stark Industries to try and apologise, and finds some machines going crazy. The culprit turns out to be a man named Michael Tan, who has developed technology to control machines as though they're extensions of his body. Iron Man isn't impressed by the danger he's put people in and fires Michael on the spot, but Michael cranks the controls on his device up in protest, which somehow causes him to disappear. Iron Man heads to his lab and starts looking into reconstituting him, and while he's doing that, Spider-Man decides that he should upgrade his spider-tracer using Tony's technology. He briefly notices some strange energy going into it, but decides it's nothing important.

Ultimate Spider-Man Episode Thirty-Six: The Man-Wolf

The Man-Wolf

First Aired: April 14th, 2013

Synopsis: Spider-Man and his team are training against robots on the new helicarrier when alarms sound throughout it. As it turns out, J. Jonah Jameson's son, John, has sent out a distress signal, and the team are sent to rescue him. John is on the moon, currently working on building a communication for the Daily Bugle, but stopped upon finding archaeology there. The team head to the moon in a shuttle, and are soon exploring the caverns of the moon, where they find slash marks around. Spider-Man, Nova, and Iron Fist find John, who can't remember exactly what went on, except that people were worrying about a wolf. John takes the three heroes to some gems that they found, but upon approaching them a gem he's apparently wearing starts glowing and turns him into Man-Wolf. As he fights them Spider-Man asks White Tiger and Luke for backup, who say that they'll be there once they've finished putting some civilians they found in their shuttle.

Ultimate Spider-Man Episode Thirty-Five: House Arrest

House Arrest

First Aired: April 7th, 2013

Synopsis: Spider-Man's fighting the supervillain Grizzly, and thinking about how cramped his home life is getting with his team around. They show up to help him with the fight, but after Grizzly is defeated, they all disappear while Spider-Man has to deal with the police. When he returns home he discovers that they're planning on throwing a party while Aunt May's out. There's SHIELD surveillance in the house, which for some reason means that Spider-Man doesn't want them throwing a party, but Nova says he can shut it down for the duration. Thanks to Spider-Man's interference, he instead accidentally activates SHIELD's security measures, locking the team inside the house and activating all manner of traps, not to mention a robot. After Nova and Spider-Man stop the robot, they start heading for the attic, since Nova thinks that the antennae there might let them shut down security. Nova reveals to Spider-Man that he genuinely does enjoy spending time with Aunt May, as he hasn't had much of a family, before the two of them save White Tiger, Luke, and Iron Fist from traps.

Ultimate Spider-Man Episode Thirty-Four: Carnage

Carnage

First Aired: March 31st, 2013

Synopsis: Spider-Man is swinging through the city when he's attacked by the Green Goblin. They fight for a bit but Spider-Man eventually has to help hold up part of a building which collapses, leading the Goblin to assume he's dead. Before leaving, he mentions that he has a family matter to attend to. Spider-Man's unearthed from rubble by his team, and seeing as how the Goblin mentioned a family matter, he visits Harry Osborn as Peter Parker. The Goblin attacks them, but to Harry and Peter's surprise it turns out it's Peter he's after. Although Spider-Man's team tries to fight the Goblin, the Goblin defeats them and takes Peter to a hidden lab of his. He reveals that as he's smarter and more likely to appreciate power than Harry, he's going to give him power, before injecting him with the Venom symbiote. It turns red and the Green Goblin dubs the new being Carnage, before ordering him to kill Spider-Man and his team, who he has found out survived.

Ultimate Spider-Man Episode Thirty-Three: Spidah-Man!

Spidah-Man!

First Aired: March 24th, 2013

Synopsis: Spider-Man is being harassed by New York civilians since J. Jonah Jameson is offering a reward for anyone who can unmask him. The rest of his team are going to a water park for the weekend, but since Spider-Man's the team leader SHIELD have instead given him books to study. Frustrated by it all, when Spider-Man hears that the city of Boston want him to become their official superhero, he heads over there. He's quickly embraced by the mayor, who admits that they want Spider-Man there since it'll make them money. Spider-Man's given a secret cave hideout and plenty of gadgets and vehicles to support him - all made by teenager Ollie Osnick, a genius and Spider-Man's biggest fan, who also wants to be his sidekick. Spider-Man says that he can't let Ollie be his sidekick given how young he is, and Ollie is deeply offended by it all. Over the next few days Spider-Man easily stops petty crimes, since Boston supposedly has no supervillains, but that fact is soon proven wrong when he's attacked by a trio of villains - Slam Adams, Plymouth Rocker, and Salem's Witch.

Ultimate Spider-Man Episode Thirty-Two: The Sinister Six

The Sinister Six

First Aired: February 17th, 2013

Synopsis: Spider-Man is training with his team when he gets a call from Doctor Connors, asking him to come to Doctor Octopus' underwater lab. Spider-Man heads there on his own since his team aren't interested in coming, but when he arrives finds that Connors is restrained and the whole thing is a trap. Doctor Octopus, Rhino, Electro, Kraven the Hunter, and the Beetle show up. Doctor Octopus forcibly transforms Connors into the Lizard, and together they form the Sinister Six. Spider-Man runs off, unable to contact his team since the signal is being scrambled. When the Sinister Six split up to find him, Spider-Man webs up the Lizard and manages to get him to transform back into Connors - but Ock transforms him once more. Spider-Man is knocked out and the Sinister Six agree that the Lizard should be the one to unmask him, since he's the one who defeated him - but the Lizard turns on the villains instead. In the fight Rhino accidentally smashes a wall which causes water to start flooding in, and Spider-Man recovers then somehow gets outside.

Ultimate Spider-Man Episode Thirty-One: Hawkeye

Hawkeye

First Aired: February 10th, 2013

Synopsis: Spider-Man heads to a SHIELD base in New Jersey where the new SHIELD Helicarrier is being built, since he needs some space from his team. Shortly after arriving Beetle appears and attacks it, but he's driven off by Nick Fury and Hawkeye, one of the Avengers. Fury explains that Beetle was probably there to disrupt the helicarrier being built but will be going after Spider-Man for revenge now, and as such he's assigning Hawkeye to protect Spider-Man. Spider-Man's disappointed, but begrudgingly accepts it. Shortly afterwards, they're in the city, and Hawkeye's able to find Beetle from his armour's energy signature. Spider-Man rushes in blindly, and after fighting a swarm of Beetle's drones, the two heroes get their hands stuck together due to a mishap with Spider-Man's webbing. Spider-Man doesn't trust Hawkeye to be able to hit Beetle with an arrow when he's only got one hand free, but when he tries to help accidentally breaks Hawkeye's bow.

Ultimate Spider-Man Episode Thirty: Kraven the Hunter

Kraven the Hunter

First Aired: February 3rd, 2013

Synopsis: The team are being attacked by White Tiger as part of a training session. As the session goes on she grows more violent and dangerous, until Spider-Man is able to snap her out of it. She claims that she was able to hear drums that made everything a white haze, and can't remember being feral. The next day she starts acting reckless again, and when Spider-Man confronts her, she claims that it's her true self and that she's sick of holding back. Spider-Man goes to Agent Coulson to talk about her, while the rest of the team keep an eye on her. It's not long before they're attacked and knocked out by Kraven the Hunter, though. Spider-Man discovers from Coulson that Ava's powers come from the White Tiger amulet, and that she works to keep herself disciplined like her father and grandfather, White Tigers before her. Spider-Man heads to Central Park since the team aren't replying to him but their trackers show that they're there, and alongside Ava finds them captured by Kraven. Spider-Man discovers that Kraven hunted and killed Ava's father, and Kraven claims that if Ava gives him her amulet, he'll let her live.

Ultimate Spider-Man Episode Twenty-Nine: The Rhino

The Rhino

First Aired: January 27th, 2013

Synopsis: Spider-Man and Luke Cage save some workers from a factory fire, but a bulky villain calling himself the Rhino appears and steals some chemicals, easily defeating Spider-Man and Luke as he does so. The next day Luke and Peter are at school when they see Flash bullying a student called Alex, stopping only when Luke and Peter confront him. Although Peter empathises with him, Alex claims that Peter's one of the popular kids and that their situation isn't really the same - he knows who Peter is, but Peter doesn't know who he is even though they have science class together. That night, Luke and Spider-Man are on their motorcycles when they're contacted by Coulson, who wants them to protect an Oscorp train which might be attacked. While they're waiting for it to arrive, Spider-Man talks to Luke about Flash's bullying, and Luke points out that if Spidey tries teaching Flash a lesson then he's just becoming a bully himself. The train arrives but it's attacked by Rhino. He's able to wound Luke, something that should be impossible with the latter's unbreakable skin, and he gets away with some more chemicals which he refers to as his medicine.

Ultimate Spider-Man Episode Twenty-Eight: Electro

Electro

First Aired: January 21st, 2013

Synopsis: Spider-Man is fighting Electro, while on a billboard in Times Square J. Jonah Jameson brags about the Daily Bugle's new satellite system. Spider-Man tasers Electro with his webs, which causes Electro to disappear for some reason. When Peter's at home he tries telling his teammates what happened, but all of them are preoccupied with various electronics and don't listen. The electricity soon goes out though, and Electro appears on television, now in an energy form. He declares that Spider-Man supercharged him, and demands a ransom or he'll permanently shut down the power in Manhattan. The team head into the city, albeit with difficulty since Spider-Man's Spider-Cycle isn't working and they can't contact SHIELD. They run into civilians who are annoyed at Spider-Man, and while dealing with them run into Batroc the Leaper, who's on a crime spree. Batroc is able to easily defeat them all since they're not communicating well. The team eventually make it into the city, where they find Electro causing multiple vehicles and electronic devices to go crazy.

Ultimate Spider-Man Episode Twenty-Seven: The Lizard

The Lizard

First Aired: January 21st, 2013

Synopsis: Spider-Man and his team are in a warehouse, investigating an abandoned warehouse of Doctor Octopus'. Doctor Octopus turns out to be there but SHIELD arrive and drive him off, before claiming some animal DNA compounds that Ock made. The team then return home to Aunt May's since she's just getting home, but Spider-Man soon finds the house too cramped and returns to the warehouse to do science with Doctor Connors. Connors helps Spider-Man improve his web fluid, creating flash webs, and then starts getting interested in the DNA compounds, thinking that they might help him get his missing arm back. Spider-Man talks him out of it, but shortly afterwards accidentally activates a security measure of Octopus' and is trapped under debris. To save him, Connors injects himself with a lizard DNA serum, growing a muscular and reptilian new arm. As he and Spider-Man fight off robots, Connors convinces himself that he needs more of the serum, which turns him fully reptilian - into the Lizard.

Ultimate Spider-Man Episode Twenty-Six: Rise of the Goblin

 Rise of the Goblin

First Aired: October 28th, 2012

Synopsis: The Green Goblin attacks Harry Osborn on his way to school, and in spite of Spider-Man's protests that he wants to fight him alone, his teammates jump in and fight him. Harry soon discovers that the Goblin is his father and is annoyed at the superheroes when they hurt him. For Harry's safety they take him to the SHIELD Helicarrier as SHIELD agents come into the school to deal with the Goblin. Shortly after the heroes arrive on the helicarrier, the Goblin comes bursting in on a SHIELD plane he's somehow hijacked, and when Nick Fury says that they can work out a cure, the Goblin laughs, saying that he's finally strong. Harry tries talking his father down, but Norman mentions that the serum he took has Spider-Man's DNA in it, which through a logic process only he understands, leads Harry to determine that Spider-Man must be responsible for Norman's transformation. Spider-Man in turn isn't able to explain what really happened. 

Ultimate Spider-Man Episode Twenty-Five: Revealed

Revealed

First Aired: October 28th, 2012

Synopsis: Peter Parker, Harry Osborn, and Norman Osborn are going out for dinner to celebrate that Harry's gotten some great test scores, but Peter gets a call from his teammates asking for help as Spider-Man, and Norman gets a call from Doctor Octopus, leading to the two of them leaving. Spider-Man shows up to an Oscorp warehouse where his team are fighting the Frightful Four, who release octobots and reveal that the whole thing is a trap. Spider-Man's teammates defeat the octobots without difficulty, but afterwards realise that Spider-Man is missing. A tiny octobot leaves the warehouse, and the team decide to follow it to see if it leads them to Spidey. Spider-Man himself wakes up in a lair of Doctor Octopus' with his communicator missing. Doctor Octopus takes some of Spider-Man's blood and starts making a serum with it, similar to the process that created Venom. Spider-Man manages to break free and destroy some equipment of Doctor Octopus', but he's then taken out by an unexpected Norman Osborn, who electrocutes him with a high-tech glove. 

Ultimate Spider-Man Episode Twenty-Four: Attack of the Beetle

Attack of the Beetle

First Aired: October 14th, 2012

Synopsis: Spider-Man bursts into a high-class restaurant, where Aunt May is sitting by herself. The Beetle breaks in after a moment and fires a small missile at her. Spider-Man flashes back to how this all started - at the end of school that day, Coulson had to have a parent-teacher interview with Aunt May. It went so well that she invited Coulson to dinner that evening. Peter overheard and decided that he had to ruin the date, so surreptitiously went around as Spider-Man and tried to ruin the date. Eventually Coulson talked to him, but at that point Beetle burst in, bringing us to the start of the episode. Coulson is able to save Aunt May and the restaurant is evacuated. Coulson and Spider-Man work together to fight the Beetle, and Coulson reveals that Beetle's there for him - they've fought in the past, and he's the only agent to ever defeat the Beetle. Beetle's suit is damaged by Coulson, but the Beetle manages to escape outside the restaurant and take Aunt May as a hostage before flying away.

Ultimate Spider-Man Episode Twenty-Three: Not a Toy

Not a Toy

First Aired: October 7th, 2012

Synopsis: Spider-Man and his team are doing a training session with Captain America, who easily defeats them all. They follow it up with another and Captain America warns them all that they focus too much on their powers over their other assets. After the second session Cap leaves his shield for the team to have a look at while he goes to talk to Coulson, explicitly telling them not to throw the shield. Spider-Man disobeys this order for some reason, and it goes flying out of the helicarrier. After bouncing through Manhattan it lands in the Latverian embassy, where Doctor Doom claims it. Spider-Man follows the shield and Doom fires a missile at him when he shows up, but Captain America arrives and stops it. He then breaks into the embassy with Spider-Man, saying that the shield's unique properties mean that if Doom can reverse-engineer the metal it'll make him unstoppable. After fighting their way through the embassy's defences, they discover a computer which says that the shield is in Latveria, and that Doom is planning an invasion of American cities.

Ultimate Spider-Man Episode Twenty-Two: The Iron Octopus

The Iron Octopus

First Aired: September 30th, 2012

Synopsis: Harry Osborn is complaining about his father to Peter, who's over at his place, when Iron Man crashes into the penthouse. In the confusion Peter changes to Spider-Man and fights Iron Man, who is unresponsive and doesn't say anything. After Norman takes out Iron Man with an electrified gauntlet, Spider-Man knocks his helmet off, revealing the armour to be empty. Spider-Man goes to Stark Industries where he discovers Iron Man fighting more of his armours, which have been compromised. Once they're defeated they find the culprit - an octobot hacking the mainframe. It manages to get away, but not before Spider-Man rips a tentacle off it. The octobot returns to its controller, Doctor Octopus, and gives him the data for making an arc reactor, which he uses to power a suit of armour. Elsewhere, Norman and Harry have been taken to the SHIELD Helicarrier for their protection, and Norman is arguing with Iron Man. As they bicker Doctor Connors comes in and reveals that he's analysed the tentacle Spider-Man acquired, and the technology is indicative of being Otto Octavius'. Only one thing - Otto Octavius is dead.