| ShortSummary | - Doctor Octopus assembles a team of villains including Rhino, Kraven, Beetle, Lizard and Electro, and lures Spider-Man to his underwater laboratory underneath the Hudson River by using Dr Connors as bait. Spider-Man tries to evade the six villains and escape from the base so he can call his team for back-up.
Note: The first episode to feature the Sinister Six for this series
- Spider-Man and Power Man infiltrate Zodiac's base to discover what happened to Power Man's parents.
- Spider-Man's harshest critic, outspoken news magnate J. Jonah Jameson, is targeted by the Beetle, a villain equipped with an array of high-tech weaponry. Much to Peter's annoyance, Fury tasks the team with guarding the Daily Bugle building, but when Mary Jane tells Peter she is meeting Jameson for a job interview, he tries to stop her entering the building in case the Beetle attacks.
Introducing characters: Beetle, MODOK , Doc Samson , Abner Jenkins and Leila Davis
- Peter Parker is shocked to discover that Midtown High is putting on a Spider-Man musical starring Flash Thompson as Spider-Man. The matter becomes dangerous when Trapster mistakes Flash for the real Spider-Man.
Introducing characters: Miles Morales
- Electro, a villain with the power to manipulate electricity, takes control of every electrical device in New York and causes a mass blackout. Left unable to contact S.H.I.E.L.D., Spider-Man and his team have to learn to cooperate with each other and defeat Electro without the aid of technology.
Introducing Characters: Electro
- S.H.I.E.L.D. launch their new ship, the Tri-Carrier, which is able to split into three separate ships for different situations. For its first mission, the "Astro-Carrier" segment travels to the moon in response to a distress signal from astronaut John Jameson, who is part of a team building a lunar satellite. When Spider-Man's team find John, they are faced with a bizarre threat connected to an ancient alien gem stone.
Introducing Characters: John Jameson/Man-Wolf
- While looking for Thor missing in action, Spider-Man's team is shrunk into super-deformed versions of their own selves by one of Loki's tricks. Nick Fury has Spider-Man's team placed in the Helicarrier's D.A.Y.C.A.R.E. area, but with Thor also having been shrunk, Spider-Man's team must find a way to help Thor fight Loki and the Destroyer Armor and return to normal size.
Introducing Characters: Destroyer
- Spider-Man's team is having a friendly training session with Captain America on board the Helicarrier. While handling Captain America's shield, Spider-Man accidentally throws it out of the window, and it lands in Latveria's New York embassy, where it is found by Doctor Doom. Spider-Man and Captain America try to sneak into the embassy and retrieve the shield before Doctor Doom has a chance to exploit it for his own nefarious purposes.
Introducing characters: Captain America
- After a childish argument between Spider-Man and Nova gets their entire team grounded, the super-youths go through S.H.I.E.L.D.'s database of the most wanted supervillains to see who they can defeat and apprehend in order to impress Nick Fury. When the choices Batroc the Leaper, Blizzard, Melter, MODOK, Toad, Whirlwind, and Lady Porcupine prove unpopular, Spider-Man and his team go to Latveria to track down Doctor Doom. The young heroes capture Doom, but things take a turn for the worst when Doctor Doom tricks the team into taking one of his Doombots aboard the Helicarrier.
Introducing characters: Doctor Doom
- Doctor Octopus and the Lizard break in to Ryker's Island , and free Rhino, Electro, Kraven and Scorpion, equipping each of them with battle armour made from stolen Oscorp technology. Spider-Man's team and the Iron Patriot fight the Sinister Six, and while Spider-Man is determined to inject the Lizard with a formula that will make him human again, Doctor Octopus plans to turn Norman back into the Green Goblin.
- Venom resurfaces, again using Harry as his host, this time targeting Harry's neglectful father, Norman. While Norman Osborn does not want his potential secret weapon damaged, Spider-Man is confronted with the dilemma of choosing between helping Harry on his own or putting his trust in his teammates, who have orders from Fury to finish Venom off.
- After a fight with Whirlwind, Spider-Man insists on a weekend off from Nick Fury and S.H.I.E.L.D. However, Doctor Octopus chooses this very time to attack Spider-Man when his job is threatened by Norman Osborn.
Introducing characters: Whirlwind
- Spider-Man's team fight the Wrecking Crew, but they end up unintentionally causing massive amounts of property damage. Fury assigns them to clean up their mess by working alongside Damage Control, a clean-up company that specialises in clearing collateral damage caused by superheroes. Spider-Man is frustrated by this seemingly boring assignment, but he begins to suspect criminal activity within Damage Control when he notices their CEO Mac Porter acting suspiciously.
Introducing characters: The Wrecking Crew , Damage Control, Mac Porter, and Captain Ultra
NOTE: This episode is dedicated in memory of Dwayne McDuffie who died in February 2011.
- During a S.H.I.E.L.D. experiment to tame the Hulk's rage, Mesmero escapes with a vengeance, exchanging Spider-Man's and Hulk's minds for another bout of vicious fun. This dilemma is severely aggravated when the Thing, thinking the "Hulk" is on a rampage, also joins the fray.
Introducing Characters: Thing, Hulkbusters
NOTE: This episode served as a prequel to Hulk and the Agents of S.M.A.S.H.
- Spider-Man invents the Spider-Tracer, a high-tech tracking device he plans to plant on fleeing villains. He upgrades the Tracer with technology from Stark Industries without Tony Stark's permission, accidentally giving it the ability to produce multiple copies of itself. Disgruntled Stark Industries scientist Michael Tan uses a machine of his invention to separate his own atoms, and his consciousness takes control of the Spider-Tracers, creating a living swarm driven by hatred towards Tony Stark.
Introducing Characters: Swarm
- On Halloween night, Spider-Man's team are tasked with delivering a half of Tekamentep's Ankh to skilled vampire hunter Blade. They are attacked by an army of vampires sent by the vampire king Dracula, who wants to use the Ankh's power to render himself immune to vampire weaknesses such as sunlight. Once the Ankh is safe, Fury sends the team and Blade to retrieve the second half from storage in a museum before Dracula can get to it.
Introducing Characters: Blade, Dracula, Nick Fury's Howling Commandos
NOTE: This episode aired on the Disney Channel before it aired on Disney XD.
- 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 , White Tiger , Luke Cage and Iron Fist . Doctor Octopus sends the Frightful Four after Spider-Man again, and while Spider-Man doesn't initially get on with his new team-mates, he has to learn to work alongside them to defeat the Frightful Four.
Introducing characters: Ava Ayala/White Tiger, Luke Cage/Power Man, Sam Alexander/Nova, Danny Rand/Iron Fist, Curt Connors, and Phil Coulson.
- The Green Goblin attacks Midtown High, so Spider-Man and S.H.I.E.L.D. escort Harry onto the Helicarrier for his own protection. The Goblin tracks the Helicarrier down, launches an assault and sends it crashing into the sea. As the ship sinks, Spider-Man tries to save Harry and convince him Norman has become evil, but the Goblin manipulates Harry into calling out the Venom symbiote and teaming up with him to destroy Spider-Man.
- The population of New York is plunged into a mysterious sleep, but Iron Fist manages to keep both himself and Spider-Man awake with chi energy. They seek the help of sorcerer Doctor Strange, and he explains the spell is the work of the demon Nightmare. To break the spell, the heroes have to enter the Dream Dimension and defeat Nightmare, facing the physical manifestations of their deepest fears and insecurities in the process.
Introducing characters: Doctor Strange, Nightmare, Ben Parker , Shou-Lao
- Taskmaster goes undercover and infiltrates Peter's school to seek out Spider-Man. Spider-Man and White Tiger must put their differences aside and find a way to defeat an opponent who can mimic all of their physical abilities.
Introducing characters: Taskmaster, Batroc the Leaper
- Spider-Man tries to help the Sandman become a hero, but soon finds out that his new friend fights old instincts.
- After Hulk falls sick with an alien infection caused by the Phalanx, Spider-Man, who fears that S.H.I.E.L.D. will lock the Hulk away rather than help him, tries to hide him at his house from the Phalanx, Fury and Aunt May.
Introducing characters: Phalanx
- Just when Spider-Man's life in New York has reached a new all-time low, he is invited by the Mayor of Boston to become the town's resident superhero and tourism mascot. Not long after that, however, Spider-Man has to contend with the Steel Spider and a group of armored supervillains called the Boston Terroriers.
Introducing Characters: Steel Spider, Boston Terroriers
- Spider-Man forms an unlikely partnership with a cured Norman Osborn in the Iron Patriot armor when Doctor Octopus attacks with a Spider-Soldier army.
Introducing Characters: Iron Patriot
- 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 injects himself with formula containing lizard DNA, and while it successfully restores his arm, it eventually turns him into an irrational reptilian monster.
Introducing Characters: Lizard
- Doctor Octopus captures Spider-Man and takes more blood samples for his experiments. Norman Osborn reveals himself to be the true mastermind behind all of Doctor Octopus' schemes, and he plans to create an unstoppable army from Spider-Man's DNA. Doctor Octopus is angry at Norman for treating him unfairly, so he takes revenge by injecting him with a mixture of DNA from both Spider-Man and Venom, mutating him into a green-skinned monster.
Introducing characters: Green Goblin
- Spider-Man teams up with Captain America and Wolverine when they end up in Arcade's Murderworld located in Madripoor.
Introducing Characters: Arcade, Red Hulk , Sentinels
- The Helicarrier is commandeered by Zodiac, an elite criminal organisation, who imprison Nick Fury, hack into S.H.I.E.L.D.'s database and set the ship to self-destruct. Spider-Man is left as the only person who can save Fury and stop Zodiac before they obtain valuable data and the ship self-destructs over New York City.
Introducing characters: Scorpio, Zodiac
- Loki gets revenge on Spider-Man by turning him into a pig using an enchanted hot dog. With the help of Thor and the entire S.H.I.E.L.D. force, "Peter Porker" must survive an Asgardian boar hunt across New York City.
Introducing characters: Spider-Ham, Skurge
- After being attacked by a mysterious assassin, Danny is called back to K'un-L'un , and Spider-Man accompanies him. He has to take part in a contest to determine the future king of K'un-L'un, but as poison from the assassin's blade temporarily blinds him, Spider-Man has to take his place in the contest and compete against a highly skilled yet arrogant warrior known as the Scorpion.
Introducing Characters: Scorpion, Elder Monk of K'un-L'un
- A mysterious new superhero dressed in black and with similar abilities to Spider-Man appears in New York, and attracts positive public attention. Peter suspects the new hero to be Venom, but his team-mates dismiss his suspicions as petty jealousy. Peter then discovers the hero's true identity, his friend Harry Osborn bonded with the Venom symbiote, and he tries to persuade Harry to get rid of it before it corrupts his mind and turns him evil.
Introducing characters: Black Suit Spidey, Dragon Man
- After Spider-Man and the X-Man Wolverine apprehend the mutant Mesmero, the vengeful supervillain uses his mental powers to switch their minds, creating a serious identity problem for the two so different heroes when Sabretooth comes to town.
Introducing characters: Wolverine, Mesmero, Sabretooth, Deadpool
Note: This episode is based of issues #66 and #67 of the Ultimate Spider-Man comic book.
- Spider-Man's team prepares to house a surprise party at Peter's and Aunt May's home. However, an attempt by Nova to shut down the secret S.H.I.E.L.D. security installations for some privacy makes the system go crazy, while Spider-Man must also come to terms with his teammates' status as fellow houseboarders.
Introducing Characters: Grizzly
- Spider-Man and Power Man come into conflict with the Rhino, an immensely strong rhinoceros-themed villain, who tries to steal from Oscorp's chemical shipments. At school, Peter and Luke notice Flash Thompson is bullying a shy, nerdy classmate named Alex, but they soon discover Alex's shocking connection to the Rhino and the lengths he will go to in order to get revenge on Flash.
Introducing Characters: Rhino
- Following the fight with the Sinister Six, The Lizard has been reverted back to Dr. Connors but Norman Osborn has been transformed into Green Goblin again and has captured Spider-Man's team . Green Goblin has transformed his friends and plans to use the old helli-carrier to gas New York City. But using Doctor Connors' serum, Spider-Man transforms his team back and defeats the Green Goblin. Because of his performance, he is offered a place in the Avengers.
- The Beetle attacks the construction site of S.H.I.E.L.D.'s new Helicarrier. Nick Fury orders Spider-Man and Hawkeye to apprehend him, but in their pursuit an explosion damages one of Spider-Man's web shooters, causing highly adhesive web fluid to leak onto Hawkeye's arm and leaving them stuck together. Spider-Man and Hawkeye must learn to put aside their differences and work together to defeat the Beetle.
Introducing Characters: Hawkeye
- To Peter's horror and jealousy, Aunt May and Coulson have become close and decide to go on a dinner date. Peter's plans to crash the party, however, are dashed by an appearance by the Beetle, who has an old grudge with Coulson.
- Taskmaster steals a digital file containing the secret identities of every superhero who works with S.H.I.E.L.D., including those of Spider-Man and his team-mates. Frustrated by a recent string of misfortune and his demanding S.H.I.E.L.D. training schedule, Spider-Man accompanies Deadpool on his mission to retrieve the file, but he soon starts to realise Deadpool is not a true hero.
Introducing Characters: Deadpool
- Peter contemplates telling Harry about his dual-life as Spider-Man, and warning him that the Green Goblin could be targeting him. The Goblin abducts Peter and forces him to bond with an improved version of the Venom symbiote, which he refers to as "Carnage". When Carnage attacks Harry's apartment, Harry takes control of the symbiote, becomes Venom and sets out to bring down the Green Goblin once and for all.
Introducing Characters: Carnage
- Doctor Octopus hacks into Iron Man's armours and sends one to kill Norman Osborn. While Norman blames Iron Man for the attack and threatens legal action, Spider-Man recovers a tentacle from an Octo-Bot and learns more about Doctor Octopus' history with both Oscorp and Norman himself. Doctor Octopus then attacks the Helicarrier in an arc reactor-powered suit of armour and abducts Norman and Harry, so Spider-Man dons the Iron Spider suit to save them.
- Spider-Man goes on a deep space adventure to save Earth from Korvac and the [[W:C:marvel:Chitauri
- Using DNA from a sample of Spider-Man's blood, Doctor Octopus creates an artificial, symbiotic life form named Venom. Driven by its desire to bond with Peter, the creature escapes from the laboratory, tracks him down to a house party and wreaks havoc, jumping from host to host and possessing each of Peter's team-mates.
Introducing characters: Venom
- After a fight with the Living Laser, Spider-Man meets , a superhero he idolises. Impressed by Spider-Man's scientific knowledge, Iron Man builds him a high-tech armour suit called the Iron Spider, which is equipped with an array of powerful weaponry. Despite lacking the necessary skills and having no control over the suit's functions, Spider-Man becomes increasingly smug about his new equipment, which puts a strain on his relationship with the team.
Introducing characters: Iron Man , Living Laser
- High school student Peter Parker has been fighting crime in New York City as the masked vigilante [[W:C:marvel:Spider-Man
- During a school field trip to a museum, Danny translates the engraving on an ancient Norse rune stone and accidentally summons a Frost Giant. The Norse thunder god Thor arrives to aid Spider-Man's team, but magic from a medallion around the Giant's neck turns Thor into a talking frog. The team follow Thor to Asgard, where the power-hungry Loki is working with the Frost Giants to seize the Asgardian throne.
Introducing characters: Thor , Loki, Odin, Frost Giants, Eitri
- Spider-Man agrees to a video interview with aspiring news reporter Mary Jane Watson, but the interview is interrupted when the Incredible Hulk appears in Manhattan and goes on a destructive rampage. Mary Jane continues to film as Spider-Man tries to stop the Hulk, but unbeknownst to either of them, something much more dangerous is hiding out of sight.
Introducing characters: Hulk , Zzzax
- Dracula has obtained both halves of Tekamentep's Ankh and has most of Spider-Man's team under mind control. In order to stop him activating the Ankh before sunrise, Spider-Man and Blade join forces with Nick Fury's Howling Commandos and travel to Dracula's castle in Transylvania to retrieve the Ankh.
Introducing Characters: Man-Thing
NOTE: This episode aired on the Disney Channel before it aired on Disney XD.
- Peter Parker struggles to split his attention between completing his science fair project with Luke Cage and combatting Juggernaut. In his desperation concerning the former, he decides to "borrow" one of Dr. Connor's inventions, which becomes an even bigger threat to the city.
Introducing characters: Juggernaut, Awesome Android, Howard the Duck
- Ava is being haunted by memories of her past and struggles to maintain control over her White Tiger amulet, becoming more aggressive and feral during training sessions. Spider-Man tries to find a way to help her, but the whole team is put in danger when Kraven the Hunter, the obsessive great white hunter who killed Ava's father, appears in New York to claim the amulet's power for himself.
Introducing Characters: Kraven the Hunter and Hector Ayala
- One dark night, the Lizard attacks Midtown High, with Spider-Man, Mary Jane, Harry and Stan the Janitor inside. Cut off from S.H.I.E.L.D. support, Spider-Man and Stan must team up to take down the Lizard.
- The Green Goblin is apprehended by Spider-Man's team and imprisoned on board the Tri-Carrier. He lets the Venom symbiote loose on the ship, and it separates into multiple symbiotes which take control of the crew, creating an army of Venoms. When the Goblin escapes from his cell and bonds with the original symbiote, Spider-Man has to form an uneasy alliance with Doctor Octopus to devise a serum that will turn the Goblin back into Norman Osborn.
Introducing characters: Goblin-Venom.
- 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 for a vacation. However, while the island seems like a beautiful paradise, something sinister is lurking in the sand, and does not want his new "play-mates" to leave again.
Introducing characters: Sandman
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