Marvel's Ultimate Spider-Man - Episode Guide

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

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

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.

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.

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.

Taskmaster goes undercover and infiltrates Peter's school to seek out Spider-Man. Spider-Man and White Tiger must put their differences aside and find a way to defeat an opponent who can mimic all of their physical abilities.

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

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.

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 Thorarrives 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-hungryLoki is working with the Frost Giants to seize the Asgardian throne.

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

Venom resurfaces using Harry as his host again. This time, Venom is targeting Harry's neglectful father Norman. 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.

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 comes under threat from Norman Osborn.

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.

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. Connors's inventions called Awesome Android, which becomes an (quite literally) even bigger threat to the city.

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

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

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

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. 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.

After Hulk falls sick with an alien infection caused by the Phalanx, Spider-Man, tries to hide him at his house from the Phalanx, Nick Fury and Aunt May.

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.

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

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.

When Spider-Man loses Captain America's shield, he has to team up with the First Avenger to retrieve it, but they discover that Doctor Doom has it and doesn't want to give it back.

Peter is horrified when Aunt May goes on a date with his principal and secret S.H.I.E.L.D. handler, Agent Phil Coulson. Things get even more complicated when the high tech assassin, The Beetle, returns.

Doc Ock and Norman Osborn's plans collide, leading to the creation of a dangerous new foe: The Green Goblin.

Spider-Man leads his team in an epic battle to protect Harry Osborn from the Green Goblin, but even S.H.I.E.L.D. can't protect them when the Goblin teams up with Venom.

Ultimate Spider-Man returns to stop the nefarious plot of Doctor Octopus. But not everything goes according to plan when Spidey's friend, Dr. Curt Connors, transforms into The Lizard.

When Spider-Man's old enemy Electro takes control of all the electricity in New York City, Spidey and his team work together to stop him before he takes over the world!.

Spider-Man must stop Rhino's personal vendetta against his least favorite Midtown High classmate: Flash Thompson.

Spider-Man helps White Tiger come to terms with her powers and origin while she is hunted by a villain from her past.

Spider-Man and Hawkeye are forced to team up when the armored mercenary The Beetle returns to New York City.

Spider-Man is trapped alone with six of his most dangerous foes: Rhino, Kraven the Hunter, Lizard, Electro, Beetle and a secret sixth member.

Spider-Man accepts an invitation from the city of Boston to become their official hero. But the grass isn't always greener in his new home.

The Green Goblin returns with a new plan to turn Spider-Man into his perfect weapon, but Carnage is a dangerous surprise for both Norman and Spidey.

Spider-Man and his team have to fight for their lives in Aunt May's house when S.H.I.E.L.D.'s security system turns into a death-trap.

Spider-Man and his team travel to the moon to save the son of Spidey's greatest critic, J. Jonah Jameson -- but a bizarre threat awaits them on the lunar surface.

Spider-Man and Iron Man work together to contain a lab experiment at Stark Industries that goes awry.

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

Spider-Man travels to the mystical city of K'un L'un to help Iron Fist fulfill his destiny. But The Scorpion plans to destroy them both.

Spider-Man and The Hulk switch minds, leading to lots of craziness and a clobberin' from The Thing of The Fantastic Four.

Spider-Man, Mary Jane, Harry and Stan the Janitor go on a hunt for The Lizard in the tunnels beneath Midtown High.

Spider-Man envies Deadpool's free-spirited life but may change his mind after one day in Deadpool's madcap world.

Spider-Man must work with his nemesis, Doctor Octopus, when The Green Goblin unleashes Venom on the Tricarrier.

Spider-Man and Nova team up with The Guardian's of the Galaxy on a deep space adventure to save Earth from destruction.

Spider-Man and Power Man infiltrate Zodiac's secret volcano base only to discover what really happened to Power Man's long-lost parents.

Spider-Man teams up with The Avenger's Captain America and the X-Men's Wolverine to stop a new threat to S.H.I.E.L.D.

Spider-Man fights alongside vampire hunter Blade to stop Dracula.

With Spider-man's friends under the control of Dracula, Spidey teams up with The Howling Commandos.

Spider-man forms an unlikely partnership with a cured Norman Osborn. But is Norman really a hero as the Iron Patriot?.

Spider-man tries to help the Sandman reform and become a hero, but he soon finds out that his new friend is struggling to fight his old instincts.

Spider-Man and his team are tested by a surprise attack from Doctor Octopus' newly formed Sinister Six.

Spider-Man fights alone against his own team to save all of New York from being turned into Green Goblins.

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

Spider-Man's dream of joining the Avengers becomes a nightmare when Loki switches bodies with the web-slinger, turning his new teammates against him. In part two, Spider-Man and his friends team up with the Avengers to stop Loki and Doctor Octopus from destroying New York City with an army of Venomized monsters.

After a case of mistaken identity caused by Loki and Doctor Octopus, Spider-Man must convince his old team that he's the real Spider-Man before he is destroyed by the Avengers and before Loki's plot is furthered.

When Spider-Man's classmate Flash Thompson is infected with Venom, will he become a hero or Spidey's newest villain?.

Spider-Man and Dr. Strange attempt to help the super-powered runaways Cloak & Dagger, but the mystical Dormammu has other plans.

Spidey's patience is tested when his old academic rival Amadeus Cho is recruited into S.H.I.E.L.D.

Spider-Man tries to track down a mysterious thief known as The Vulture, a young man who can't remember his past.

Spider-Man travels to the Savage Land with Wolverine to find Ka-Zar. Things are complicated by a plot from Taskmasker and Kraven.

It's up to Spider-Man and the cast of JESSIE to save Halloween from Morgan Le Fey and her plans to plunge Earth into eternal night!

Spider-Man's newly assembled team of teen heroes is put to the test when Taskmaster puts his master plan into action.

Spider-Man sees what the world would be like without him when Nightmare takes the web-slinger on a journey through his past, present and future.

When the Goblin opens portals to alternate worlds, Spider-Man must team up with alternate versions of Spider-Man to stop him, including a future version from the year 2099 and Spider-Girl.

When the Goblin opens portals to alternate worlds, Spider-Man teams up with alternate versions of Spider-Man to stop him, including Spider-Man Noir and Spider-Ham.

Spider-Man chases Goblin through a portal to Medieval York, where he meets Spyder-Knight, and then to a parallel universe where Peter Parker has died and 13-year-old Miles Morales is now Spider-Man.

When the Goblin uses DNA from six alternative Spider-Men to grow his own powers, the original Spider-Man assembles his alternative world counterparts to defeat him.

Spider-Man's education at the Academy begins, but it might be cut seriously short when a long-dormant villain wakes from hibernation and sets out to destroy S.H.I.E.L.D.

Spidey and Hulk are the last line of defense when a bitter rivalry between Agent Venom and Rhino threatens to destroy New York City.

Spider-Man and Ant-Man must shrink down to miniature size in a special submarine to rid Nick Fury's body of nanobots implanted by Doc Ock.

Craving Mexican food Spider-Man, Power Man and Squirrel Girl sneak out after hours for late-night burritos. Along the way they must contend with some of Spidey's enemies.

Spider-Man is the only one prepared to support Triton of the Inhumans as he returns to his home city to stop his people attacking and save New York from a war between S.H.I.E.L.D. and the Inhumans.

Spidey's fellow superheroes have been replaced by synthetic replicants by the evil Dr. Zola. Who can Spidey trust to help save the S.H.I.E.L.D. Academy?

While freeing classmates Spider-Man is captured by Arnim Zola and absorbed into his body. The freed friends must fight Zola to help Spider-Man escape the madman.

Spider-Man, the Avengers and the Agents of S.M.A.S.H. battle their greatest foes for the fate of the planet. In the first round Spider-Man is chosen to be part of The Collector's team and is partnered with Hulk and Iron Man against The Grandmaster's team of villains consisting of Kraven, Molten Man and The Wendigo King.

Spider-Man, the Avengers and the Agents of S.M.A.S.H. battle their greatest foes for the fate of the planet. Spider-Man is partnered with Captain America, Red Hulk and Iron Fist in a game of capture the flag against Sandman, Blastaar and Ymir. Then 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 but things become a problem when the Grandmaster starts changing the environment of the game.

Spider-Man, the Avengers and the Agents of S.M.A.S.H. battle their greatest foes for the fate of the planet. Spider-Man teams up with Iron Spider, Agent Venom and Thor against Terrax, Attuma and Annihilus. Then Spider-Man uses LMDs to distract The Grandmaster so he, Iron Spider and Agent Venom can board Grandmasters ship to save the hostages. Can his plan succeed?

Grandmaster has won the Contest of Champions and takes the city as a reward, but Spider-Man asks for a winner-take-all rematch in which the Collector must play the most crucial part of all.

Peter Parker learns Doctor Octopus has teamed up with Arnim Zola and Hydra to attack the Tri-Carrier, leaving S.H.I.E.L.D. caught off-guard and Spider-Man left to single-handedly stop the assault. He assembles a new team, including an apprehensive Scarlet Spider, in order to stop the villains from taking over New York.

After being saved by Scarlet Spider following Arnim Zola's takeover of the S.H.I.E.L.D. Tri-Carrier, Spider-Man must work with him to liberate Manhattan and his fellow students from HYDRA's clutches. Even when they save Agent Venom and Iron Spider, they must also undo transformations of the HYDRA Goblins, avoid Doctor Octopus and Kraven the Hunter, and defeat Arnim Zola.

When Doc Ock and Baron Mordo use the Siege Perilous to pull in the Goblin from another universe, Spider-Man enlists the help of Miles Morales and Doctor Strange to try to keep reality from collapsing.

With the Siege Perilous destroyed in the aftermath of the fight with the Ultimate Green Goblin, Miles Morales is forced to stay in Spider-Man's reality until S.H.I.E.L.D. can find a way to get him and his world's Goblin back to their home. Now dubbed Kid Arachnid, he and Spider-Man must help Norman Osborn when he is targeted by Doctor Octopus and Vulture.

After Spider-Man and the Web Warriors are told by Vulture that there is a spy among the other heroes, he and the Web Warriors work to find out who it is while Nova and Nick Fury are away on a secret mission. They test out the new training area that was designed by Leo Fitz and Jemma Simmons, only to discover that the robots were sabotaged. Dr. Connors once again becomes Lizard and now sports a contagious bite that turns others into lizards. When everyone ends up infected, it's up to Spider-Man to stop the Lizard and cure everyone before the infection spreads out of the Triskelion. In the end, Rhino is revealed to be the spy as he and Doctor Octopus escape with Agent Venom as their prisoner.

Spider-Man and Scarlet Spider must overcome Kraven in order to rescue their kidnapped teammate, Agent Venom.

Spider-Man and Iron Spider discover Doc Ock has taken control of Sandman.

Doc Ock and his new assistant, Morbius, create Anti-Venom in order to destroy one of the Web Warriors.

After receiving a mysterious signal from an unknown base, Spider-Man traces it to an abandoned building in the hopes of finding Nick Fury.

Spider-Man faces the culmination of all Doc Ock's evil machinations when the new Sinister Six assaults the Web Warriors and S.H.I.E.L.D. Academy at the Triskelion.

When Doc Ock learns that the key to a device that will retrieve Hydra Island is at Aunt May's house, Spider-Man must fight to protect his family.

When a battered Nova asks for help finding Nick Fury, Spider-Man tracks him to the dangerous ruins of an ancient city.

Spider-Man and Agent Venom uncover Hydra and Morbius' plan to create a new, improved Venom Bomb.

Spider-Man, Captain America and S.H.I.E.L.D. Academy must band together to save New York.

Spider-Man and his fellow heroes have to defeat Morbius and his plan to use the Carnage Queen as a weapon.

Spider-Man and Kid Arachnid travel to alternate dimensions in order to gather the shards from the broken Siege Perilous.

Spider-Man and Miles track the missing pieces of the Siege Perilous to a tropical pirate dimension, where they encounter Web Beard, the Spider-Pirate.

Spider-Man and Kid Arachnid attempt to prevent Mr. Negative from using the Siege Perilous to drain all the life and color out of the Noir Universe.

Spider-Man returns to Miles Morales' universe after collecting all the shards of the Siege Perilous and finally confronts Wolf Spider.

It's Halloween, and Spider-Man is in for a treat. All the trick-or-treating kids have been turned into the real life versions of their costumes, and it's up to Spider-Man, Ant-Man and Doctor Strange to turn the city back to normal.

Spider-Man must team with the former traitor, Scarlet Spider, to stop Doc Ock from reawakening a secret program designed to create evil duplicates of Spider-Man.

Spider-Man and Scarlet Spider have to infiltrate the sunken Hydra Island so Scarlet can destroy the lab that created him.

Spider-Man puts the Triskelion on lockdown when a mysterious villain begins to take out the heroes one at a time.

On Christmas Eve while house-sitting, Spidey must team up with the half-crazed Moon Knight to defend the house against the new Mysterio.

Doctor Octopus threatens to harm Aunt May if Spidey ever puts on his mask again; Spider-Man must track down Doc Ock before he has a chance to put his plan into action.

Peter Parker must find a way to stop Doctor Octopus and the Superior Sinister Six from destroying all of the heroes in New York and taking over the world.