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

Spider-Man finally accepts Nick Fury's offer to help train him to become the "Ultimate Spider-Man", as well as having him lead a team of 4 young heroes in training to prove his leadership skills. He meets Power Man, Iron Fist, Nova and White Tiger at the time when the remaining Frightful Four members attack. As an added bonus, Nick Fury has positioned S.H.I.E.L.D. Agent Phil Coulson at Midtown High to be the acting principal.

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 even when Living Laser returns.

Following Spider-Man and White Tiger's fight with Batroc the Leaper, Taskmaster is hired by Doctor Octopus. He goes undercover in Midtown High as a P.E teacher in an attempt to assassinate Spider-Man, whom he thinks attends the school. Spider-Man and White Tiger are forced to try putting their differences with each other aside in an effort to take him down.

In this found footage episode, Mary Jane convinces Spider-Man to help her with an exclusive interview for the Daily Bugle; this is cut short when the Hulk is seemingly terrorizing the rest of New York City, forcing Spider-Man's to try and stop him. Spider-Man doesn't know it yet, but Hulk is actually fighting 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 that 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 Thor arrives to aid Spider-Man's team, but magic from a medallion around the Giant's neck turns Thor into a talking frog. The team follow Thor to Asgard, where the power-hungry Loki is working with the Frost Giants to seize the Asgardian throne at the time when Odin is in his Odinsleep.

The mind-controlling villain Mesmero switches the consciousnesses of both Spider-Man and Wolverine in an attempt to take over New York. Both heroes must adjust to their different powers and mindsets to defeat Sabretooth and to get Mesmero to switch their minds back.

Venom resurfaces, using Harry as his host again. This time, Venom is targeting Harry's neglectful father Norman Osborn. While Norman does not want his potential secret weapon damaged, Spider-Man is confronted with the dilemma of choosing between helping Harry on his own or putting his trust in his teammates, who have orders from Fury to finish Venom off.

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.

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

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

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

When Midtown High School has a snow day, Agent Coulson orders Spider-Man and his team to report to a S.H.I.E.L.D. Arctic base called I.C.E. for winter survival training. They instead go against their orders and sneak off to a deserted tropical island (which Nova finds on the S.H.I.E.L.D. database) for a vacation. While the island seems like a beautiful paradise, something sinister is lurking in the sand and does not want its new "play-mates" to leave again.

Spider-Man's team fight the Wrecking Crew, but they end up unintentionally causing massive amounts of property damage. Fury assigns them to clean up their mess by working alongside Damage Control, a clean-up company that specializes in clearing collateral damage caused by superheroes. J. Jonah Jameson even has their work broadcast. Spider-Man is frustrated by this seemingly boring assignment, but he begins to suspect criminal activity within Damage Control when he notices their CEO Mac Porter acting suspiciously.

Note: This episode was dedicated in memory of Dwayne McDuffie.

After Hulk falls sick with an alien infection caused by the Phalanx, Spider-Man, who fears that S.H.I.E.L.D. will lock the Hulk away rather than help him, tries to hide him at his house from the Phalanx, Nick Fury, and Aunt May.

Loki gets revenge on Spider-Man by turning him into a pig using an enchanted hot dog. With the help of Thor and the entire S.H.I.E.L.D. force, "Peter Porker" must survive an Asgardian boar hunt led by Executioner across New York City as Thor, Spider-Man's team, and Phil Coulson work to keep Spider-Man alive until sunset which is when the Asgardian boar hunt ends.

Peter Parker is shocked to discover that Midtown High is putting on a Spider-Man musical starring Flash Thompson as Spider-Man, disgusting Peter due to his year of torment at the bully's hands. The matter becomes 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.

Spider-Man's team is having a friendly training session with Captain America on board the Helicarrier. While handling Captain America's shield, Spider-Man accidentally throws it out of the window, and it lands in Latveria's New York embassy where it is found by Doctor Doom. Spider-Man and Captain America try to sneak into the Latverian embassy and retrieve the shield before Doctor Doom has a chance to exploit it for his own nefarious purposes.

To Peter's horror and jealousy, Aunt May and Phil Coulson have become close and decide to go on a dinner date. Peter's plans to crash the party are dashed by an appearance by the Beetle, who has an old grudge with Coulson. Things get even more complicated when the armored mercenary kidnaps May, leading to a confrontation aboard the aircraft carrier USS Excelsior.

Doctor Octopus captures Spider-Man and takes more blood samples for his experiments. Norman Osborn reveals himself to be the true mastermind behind all of Doctor Octopus' schemes, and he plans to create an unstoppable army from Spider-Man's DNA. Doctor Octopus is angry at Norman for treating him unfairly, so he takes revenge by injecting him with a mixture of DNA from both Spider-Man and Venom, mutating him into a green-skinned monster and a monstrous new foe: the Green Goblin.

The Green Goblin attacks Midtown High, so Spider-Man and S.H.I.E.L.D. escort Harry onto the Helicarrier for his own protection. The Green Goblin tracks the Helicarrier down, launches an assault and sends it crashing into the sea. As the ship sinks, Spider-Man tries to save Harry and convince him that his father has become evil, but the Green Goblin manipulates Harry into calling out the Venom symbiote and teaming up with him to destroy Spider-Man. Later, Spider-Man manages to free Harry from the symbiote, and rescue him, Nick Fury, and several other agents of S.H.I.E.L.D. When the ship explodes, Nova, White Tiger, Iron Fist, and Power Man are devastated about losing Spider-Man and their home (they lived in the Helicarrier), but are very happy when Peter Parker survives and offers his friends to live in his house with him and Aunt May, as a big, loving family.

Ava Ayala (White Tiger), Sam Alexander (Nova), Luke Cage (Power Man), and Danny Rand (Iron Fist) now live happily with Peter Parker and his Aunt May, but they struggle with space management. But they are sent by S.H.I.E.L.D. investigate Doctor Octopus' newest hideout, and confiscate a case containing several vials of formula made from DNA of different animals. S.H.I.E.L.D. scientist Curt Connors (whose left arm had to be amputated after the Helicarrier crashed) injects himself with formula containing lizard DNA. While it successfully restores his arm, it eventually turns him into an irrational reptilian mutant called the Lizard.

Electro, a villain with the power to manipulate electricity, takes control of every electrical device in New York and causes a mass blackout, becoming ultimate Electro. 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.

Spider-Man and Power Man come into conflict with the Rhino, an immensely strong rhinoceros-themed villain who tries to steal from Oscorp's chemical shipments. At school, Peter and Luke notice Flash Thompson is bullying a shy, nerdy classmate named Alex O'Hirn. They soon discover Alex's shocking connection to the Rhino and the lengths he will go to in order to get revenge on Flash.

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 Hector Ayala, appears in New York to claim the amulet's power for himself. However, Spider-Man and White Tiger manages to defeat Kraven and foil his plans.

Beetle attacks the construction site of S.H.I.E.L.D.'s new Helicarrier. Nick Fury orders Spider-Man and Hawkeye (a member of the Avengers) to apprehend him. In their pursuit, an explosion damages one of Spider-Man's web shooters causing highly adhesive web fluid to leak onto Hawkeye's arm and leaving them stuck together. Spider-Man and Hawkeye must learn to put aside their differences and work together to defeat the Beetle.

Doctor Octopus assembles Electro, Kraven the Hunter, Rhino, and Beetle where he lures Spider-Man to his underwater laboratory underneath the Hudson River by using Dr. Connors as bait. Things get worse for Spider-Man when Doctor Octopus forcefully transforms Dr. Connors into Lizard to complete his Sinister Six. Spider-Man tries to evade the six villains and escape from the base so he can call his team for back-up.

Spider-Man has been busy at the time when Aunt May was visiting a relative and Phil Coulson has taken the rest of his team to a water park. Just when Spider-Man's life in Manhattan has reached a new all-time low after J. Jonah Jameson puts out a bounty of 10 million Dollars for his unmasking, he is invited by the Mayor of Boston to become the town's residential superhero and tourism mascot. Not long after that, Spider-Man has to contend with the Steel Spider and a group of armored supervillains called the Boston Terroriers.

Peter contemplates telling Harry about his dual-life as Spider-Man and warning him that the Green Goblin could be targeting him. The Green Goblin abducts Peter and forces him to bond with an improved version of the Venom symbiote which he refers to as "Carnage". When Carnage attacks Harry's apartment, Harry takes control of the symbiote, becomes Venom again, and sets out to bring down the Green Goblin once and for all.

Following their fight with Grizzly, Spider-Man's team prepares to house a surprise party at Peter 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.

S.H.I.E.L.D. launch its new ship, the Tri-Carrier, which is capable of being divided into three separate ships for different situations. In its first mission, the Astro-Carrier segment travels to the moon in response by J. Jonah. Jameson begrudgingly asks for Spider-Man's help to hunt down his missing son, John Jameson on the moon. Once on the moon, Spider-Man's team look for John Jameson while also having to fight Man-Wolf.

Spider-Man invents the Spider-Tracer, a high-tech tracking device he plans to plant on fleeing villains. He upgrades the Tracer with technology from Stark Industries without Tony Stark's permission, accidentally giving it the ability to produce multiple copies of itself. Disgruntled Stark Industries scientist Michael Tan uses a machine of his invention to separate his own atoms and his consciousness takes control of the Spider-Tracers, creating a living swarm driven by hatred towards Tony Stark.

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

After being attacked by a mysterious assassin, Danny is called back to K'un-L'un (the ancient Himalayan city in which he trained in martial arts and first became Iron Fist) by the Elder Monk and Spider-Man accompanies him. He has to take part in a contest to determine the future king of K'un-L'un, but as poison from the assassin's blade temporarily blinds him, Spider-Man has to take his place in the contest and compete against a highly skilled yet arrogant warrior known as the Scorpion.

Mesmero escapes during a S.H.I.E.L.D. experiment to tame the Hulk's rage, exchanging Spider-Man's and Hulk's minds for another bout of vicious fun. This dilemma is severely aggravated when the Thing, who thinks the "Hulk" is on a rampage, also joins the fray.

Note: This episode serves as a backdoor pilot for the series Hulk and the Agents of S.M.A.S.H..

On a dark night, the Lizard attacks Midtown High School with Spider-Man, Mary Jane, Harry, and Stan the Janitor inside. Without the support of S.H.I.E.L.D., Spider-Man and Stan (who begins to demonstrate occult qualities) must unite to defeat the Lizard. When by accident he made the tracks of Connors disappear, turning the Lizard completely.

Taskmaster steals a digital file containing the secret identities of every superhero who works with S.H.I.E.L.D., including those of Spider-Man and his teammates. Frustrated by a recent string of misfortune and his demanding S.H.I.E.L.D. training schedule, Spider-Man accompanies Deadpool (an absent-minded mercenary who once trained with S.H.I.E.L.D.) on his mission to retrieve the file. Spider-Man soon starts to realize Deadpool is not a true hero.

The Green Goblin is apprehended by Spider-Man's team and imprisoned on board the Tri-Carrier. He lets the Venom symbiote loose on the ship and it separates into multiple symbiotes which take control of the crew, creating an army of Venoms. When the Green Goblin escapes from his cell and bonds with the original symbiote, Spider-Man has to form an uneasy alliance with Doctor Octopus to devise a serum that will turn the Goblin back into Norman Osborn.

Spider-Man and Nova assist the Guardians of the Galaxy in a mission to save the galaxy from Korvac and the Chitauri.

Note: This episode was one of Michael Clarke Duncan's final roles before he died from a heart attack and it was dedicated in memory of him.

Spider-Man helps Power Man discover what really happened to his parents Walter and Amanda. They end up discovering that they were captured by Scorpio and the Zodiac so that they can mass-produce the super soldier serum that gave Power Man his powers for his own sinister use.

When Arcade plans to launch nuclear missiles to cause World War III, Spider-Man teams up with Captain America and Wolverine where they end up in Arcade's Madland located in Madripoor.

On Halloween night, Spider-Man's team are tasked with delivering a half of Tekamentep's Ankh (an ancient Egyptian artifact) to skilled vampire hunter Blade. They are attacked by an army of vampires sent by the vampire king Dracula who wants to use the Ankh's power to render himself immune to vampire weaknesses such as sunlight. Once the Ankh is safe, Fury sends the team and Blade to retrieve the second half from storage in a museum before Dracula can get to it.

Dracula has obtained both halves of Tekamentep's Ankh and has most of Spider-Man's team under mind control. ln order to stop him activating the Ankh before sunrise, Spider-Man and Blade join forces with Nick Fury's Howling Commandos (a S.H.I.E.L.D. task force consisting of various heroic monsters like Frankenstein's Monster, Werewolf by Night, N'Kantu, the Living Mummy and Man-Thing) and travel to Dracula's castle in Transylvania to retrieve the Ankh. However, things will get even more complicated.

Norman Osborn (now known as the Iron Patriot) and Spider-Man join forces in order to take down the Frightful Four and Doctor Octopus' Spider-Soldiers.

Sandman returns to New York City claiming that he has turned over a new leaf and wants to become a hero. While everyone else dismisses this new revelation, Spider-Man sees this as an opportunity to reform his former enemy into doing good, even though his newfound friend still fights his antagonistic ways.

Doctor Octopus and Lizard break into Ryker's Island (a prison for supervillains) and free Rhino, Electro, Kraven the Hunter, and Scorpion while equipping each of them with battle armor made from stolen Oscorp technology. Spider-Man's team and the Iron Patriot fight the Sinister Six. 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.

Following the fight with the Sinister Six, Norman Osborn has been transformed into Green Goblin again and has captured Spider-Man's team (who have been previously defeated by the Sinister Six). Green Goblin has transformed his friends into Goblin versions of themselves and plans to use the old Helicarrier to gas New York City. But using Dr. Connors' serum, Spider-Man transforms his team back and defeats Green Goblin. Because of his performance, he is offered a place in the Avengers.

Part 1: Loki joins forces with Doctor Octopus to destroy the Avengers (consisting of Captain America, Thor, Hulk, Iron Man, Hawkeye, Black Widow, Falcon and their newest member Spider-Man). Loki does this by body swapping with Peter so it seems Spider-Man is destroying New York and summoning monsters from different parts of Asgard (like Ulik and his fellow Rock Trolls, Fenris Wolf, the Frost Giants, and some Asgardian Dragons) and "venomizing" them.

Part 2: After a case of mistaken identity, Spider-Man must convince his old team of S.H.I.E.L.D. that he is the real Spider-Man before being destroyed by his new team, the Avengers, who think he is Loki. But when everything is resolved and then at the end of the battle, Spider-Man must decide who he should be with, his friends or his mentors?

Following Spider-Man's fight with a Venom-possessed Scorpion, Flash Thompson comes into contact and bonds with the Venom symbiote after masquerading as the "Scarlet Spider". Meanwhile, Beetle returns and attempts to retrieve the symbiote from Flash's body, now is called Agent Venom, while Spider-Man battles Taskmaster who also wishes to do the same, in the end Flash decides to join Spider-Man in getting training from S.H.I.E.L.D to help him better control the venom symbiote.

Spider-Man wishes to recruit Cloak and Dagger for his New Warriors initiative (after learning that Taskmaster also wishes to do the same) only to end up trying to stop Dormammu from defeating Doctor Strange by mind-controlling Cloak and his friends and invading the earth. After defeating Dormammu, Spider-Man tries to recruit Cloak and Dagger into his initiative, but they both decline due to their secret loyal alignment to Taskmaster.

While Peter shows off the Iron Spider Armor to his classmates at the science fair of his school for charity, his intellectual 13-year-old rival Amadeus Cho also is also eyeing the suit and, after a series of events, attains and perfectly operates the Iron Spider Armor making Spider-Man even more envious of Cho (considering he never could control the armor that well to begin with). Things get worse when Amadeus targets Spider-Man for being a "menace" as well as thinking that he is not a true hero while Taskmaster seeks to achieve the armor for his own villainous means. After defeating Taskmaster once again, Spider-Man lets Amadeus keep the armor after witnessing how adept he is with it (and for assisting him in the fight against Taskmaster as well as becoming more passive towards how he views him) and invites him to become a part of his New Warriors initiative, in which he agrees.

Spider-Man attempts to recruit another person for his New Warriors initiative who goes by the name of "Vulture". Vulture was once a test subject of Doctor Octopus. Spidey goes after Harry Osborn for information about Vulture's past. After stopping him from murdering Harry and convincing him that his friend is innocent for what happened to him, Spidey tries to help Vulture by assisting him in regaining his memory by releasing Doctor Octopus from his cell for answers. But Doctor Octopus turns on them when they get to his former hideout for the truth about Vulture's past though Spider-Man and Vulture eventually take him down. Spider-Man appeals to Vulture about his New Warriors initiative, but he declines wanting to find his own purpose in life only to meet with Taskmaster with whom he strikes an alliance.

Spider-Man accompanies Wolverine to the Savage Land to recruit Ka-Zar and his pet smilodon Zabu. During this time, they discover a plot by Taskmaster and Kraven the Hunter to abduct Zabu as part of Kraven the Hunter's ritual that would render him immortal.

Now that the other young heroes have been assembled, Spider-Man must lead them into defending the Tri-Carrier from the Thunderbolts (consisting of Taskmaster, Vulture, and Cloak and Dagger) where they managed to spring Green Goblin, Doctor Octopus, Beetle, and Scorpion from their cells.

Part 1: Spider-Man learns that the Green Goblin is planning to travel across the Multiverse using the Siege Perilous he stole from S.H.I.E.L.D. and the energy of Electro to collect the DNA of other Spider-Men. Spider-Man follows his enemy to the futuristic world of Marvel 2099 (which is animated in CGI) and helps boost the confidence of Spider-Man 2099. Then he travels to a gender-swapped universe and teams up with its Spider-Girl to defeat their world's versions of the Green Goblin.

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Part 2: While chasing Green Goblin across the Multiverse, Spider-Man arrives in the Marvel Noir universe where he helps Spider-Man Noir renew his friendship with Marry Jane. Then Spider-Man heads to a cartoonish world inhabited by anthropomorphic animals where he helps Peter Porker find the will to be Spider-Ham again.

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Part 3: As Spider-Man continues chasing Green Goblin across the Multiverse, he lands in a medieval-based world where he helps Spyder-Knight take down the Alchemist (the medieval version of Doctor Octopus) and his Kraken creation to save York. Then, his last stop before heading back home is an alternate version of the Ultimate Universe where he helps Miles Morales overcome the guilt of being unable to save his world's Peter Parker from death and fight the Ultimate Green Goblin.

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Part 4: After Spider-Man finally ends up back in his own universe, he finds Green Goblin has injected himself with the Spider-Men DNA from all the universes to become the Spider-Goblin. With Electro's help from the Siege Perilous, he summons all the Spider-Men dubbed Web-Warriors to battle the Spider-Goblin and save New York even when Electro plans to destroy it.

Note: Goblin reveals that he now knows that Peter Parker is Spider-Man, but forgets that information as well as ever being the Goblin after being reverted into Norman Osborn.

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

The S.H.I.E.L.D. Academy has been opened up at the Triskelion by Nick Fury as Spider-Man's group gets their education from Mr. Frank and guest instructors like Captain America and Hawkeye. Halfway into their education, Spider-Man and Iron Spider unknowingly reactivate an old World War II villain named Arnim Zola.

When Rhino learns that his archenemy Flash has become a hero, he starts a bitter rampage through New York. Spider-Man and Agent Venom are the last line of defense with help from Hulk. However, Hulk and Rhino face in battle and only Spider-Man and Agent Venom should stop now so to not cause destruction.

Nick Fury has been infected by nanite versions of Doctor Octopus' Octo-Bots. While the others face off against Doctor Octopus, Spider-Man and Power Man work with Ant-Man to enter Nick Fury's body and get the Octo-Bots out of him, with help to Iron Spider create a special submarine.

Craving Mexican food following an entire day training with Hawkeye, Spider-Man, Power Man, and Squirrel Girl sneak out of the Triskelion after hours for late-night burritos. Along the way, they must contend with Mesmero's plot to use the cellular network to brainwash everyone like he did with Batroc the Leaper, Boomerang, Grizzly, and Shocker.

Following Spider-Man's fight with Molten Man, the Inhumans have declared war on Manhattan as Nick Fury blames the exchange student Triton. Spider-Man and Triton discover that Maximus has brainwashed the rest of the Inhuman Royal Family (consisting of Black Bolt, Medusa, Gorgon, Lockjaw and Karnak) and plans to crash Attilan into Manhattan.

Arnim Zola resurfaces and starts replacing Spider-Man's fellow students with synthezoid versions of themselves.

With most of his fellow students replaced with synthezoids, Spider-Man must work with Agent Venom and Rhino to rescue their classmates and defeat Arnim Zola.

In an animated crossover with Jessie, Jessie Prescott, Emma Ross, Luke Ross, Ravi Ross, Zuri Ross, and Ravi's pet Asian water monitor Mrs. Kipling visit a museum on Halloween. Jessie finds a medieval sword coveted by Morgan le Fay while unknowingly freeing her from her imprisonment. Jessie and Spider-Man work to save Halloween and the world from the evil plans of le Fay's and henchman Jack O'Lantern (which she created from a security guard).

Special guest stars: Debby Ryan as Jessie Prescott, Peyton List as Emma Ross, Cameron Boyce as Luke Ross, Karan Brar as Ravi Ross, Skai Jackson as Zuri Ross

After a fight with Shocker and falling from a building unconscious, Spider-Man sees what the world would be like without him when Nightmare takes him on a journey through his past where he re-enacts his fight with the Enforcers (consisting of Ox, Montana, and Fancy Dan), his present where he fights Shocker again, and a future where Peter Parker gave up being Spider-Man enough for Green Goblin's Goblin King form to hunt every superhero (destroyed the Avengers, S.H.I.E.L.D., and the other young heroes). After experiencing each one, Spider-Man must fight Nightmare to get out of this nightmare and learn the meaning of being a hero who needs it most.

Part 1: Upon finding the people of New York disappearing and a force field around the city, Spider-Man is attacked by Abomination, Beetle, and Executioner until he is saved by a familiar drone. Spider-Man discovers that he has been chosen to be the chief game piece of the Collector against Grandmaster who seeks to submit the Earth and once again humiliate his brother. With the human race at stake, Spider-Man agrees to fight for Collector. The first game in Central Park involves Spider-Man working with Iron Man and Hulk against Kraven the Hunter, Molten Man, and Wendigo King in a game of "Last Man Standing."

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Part 2: In the second game, Spider-Man is partnered with Captain America, Red Hulk, and Iron Fist in a game of capture the flag against Sandman's monstrous form, Blastaar, and Ymir. For the third game, Spider-Man is partnered with Power Man, Black Widow, and Skaar against Doctor Octopus, Absorbing Man, and Zzzax in a game of last team standing. Things become a problem when Grandmaster starts changing the environment of the game like flooding the city and filling the waters with sharks.

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Part 3: For the fourth game, Spider-Man teams up with Iron Spider, Agent Venom, and Thor against Terrax, Attuma, and Annihilus in a fight within the subway. Sneaking away from the battle, Spider-Man obtains some Life Model Decoys and uses them to distract Grandmaster so he, Iron Spider, and Agent Venom can board Grandmaster's ship to save the civilian hostages. While Collector summons A-Bomb, Hawkeye, and She-Hulk to the battle, Spider-Man, Iron Spider, and Agent Venom gain the unlikely assistance of an imprisoned Leader and MODOK to give them powers to be invincible and Aunt May is revealed to be aware of Peter's secret identity as Spider-Man. Agent Venom and Iron Spider are also made aware of this fact.

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Part 4: Grandmaster has won the Contest of Champions and claims Manhattan for the bad guys. As Spider-Man frees each superhero while Collector stands his ground against Doctor Octopus, Skurge and Absorbing Man, he challenges Grandmaster to a winner take all battle.

Part 1: After Spider-Man, Iron Spider, and Agent Venom defeat Doctor Octopus, they take him to be imprisoned at the Tri-Carrier where Doctor Octopus uses one of his miniature Octo-Bots to hack into Swarm's nanites where it starts rebuilding the Tri-Carrier as HYDRA Island. This was all part of Doctor Octopus' partnership with the recently-freed Arnim Zola that also includes Goblin Formula-enhanced HYDRA Agents. Ock also receives an upgrade to his armor, gaining a much more sinister appearance. Spider-Man is saved by an unknown spider from falling into sea.

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Part 2: Upon being saved by the mysterious Scarlet Spider, Spider-Man rallies Iron Spider and Agent Venom to fight HYDRA, now allied with 2/6s of the new Sinister Six: Doc Ock and Kraven the Hunter. Ock attempts to turn Norman Osborn back into the Green Goblin, but fails as Norman had immunized himself with a formula to counteract any further transformations back into his insane alter ego. Given the antidote, the Spider-Men start reverting the HYDRA goblins back to normal. As they cannot get Zola's consciousness out of HYDRA Island, Iron Spider programs the engines to take the vessel deep into space, where Zola will never be able to bother them again. Meanwhile, Ock escapes with Kraven to continue rebuilding the Sinister Six.

On orders from HYDRA, Doctor Octopus teams up with Baron Mordo to use the Siege Perilous to bring the Ultimate Green Goblin from Miles Morales' world to join the Sinister Six. Unfortunately, this Goblin is MUCH more insane than the one from their home dimension, as it steals the Siege Perilous and begins destroying reality; Mordo is destroyed in the Goblin's rampage. Miles is brought by Doctor Strange to help fight Green Goblin, which results in the destruction of the Siege Perilous; as a result, both Goblin and Miles are trapped in this dimension. Doc Ock manages to convince Green Goblin to ally with him and the Sinister Six, while Miles is welcomed to the Web-Warriors by Peter.

Adjusting to Spider-Man's world, Miles Morales works on developing a new codename since Peter Parker is still using the Spider-Man name. The two of them stumble upon a plot by Doctor Octopus and an armored-up Vulture to raid Oscorp in order to access the computers so that Vulture can learn more about his past. Spider-Man and Miles help Norman Osborn in the Iron Patriot armor fight Doctor Octopus and Vulture. In order to help out his dad, Harry dons one of the other armors in Norman's possession and becomes "Patrioteer."

Dr. Curt Connors has been turned into Lizard again. This time, he has a bite that turns anyone who is bitten into Lizards. The Triskelion goes under lockdown when Spider-Man's team and the S.H.I.E.L.D. Academy personnel get infected and attack Spider-Man. With help from an item in Nick Fury's office and with the help of Iron Spider, Leo Fitz, and Jemma Simmons, Spider-Man must work on an antidote in order to restore everyone to normal. Meanwhile, Agent Venom and Rhino guard Doctor Octopus' cell during the outbreak just in case he plans any escapes from his cell. Once everyone is cured, Spider-Man witnesses Doctor Octopus and Rhino making off with Agent Venom.

Note: Iain De Caestecker as Leo Fitz and Elizabeth Henstridge as Jemma Simmons make their first appearance in an animated series. They are the first original characters from Agents of S.H.I.E.L.D. to appear in an animated series.

After Doctor Octopus and Rhino have escaped the Triskelion with Agent Venom in their clutches, Spider-Man and Scarlet Spider track them to the recently-returned HYDRA Island as Doctor Octopus and Arnim Zola work to separate the Venom symbiote from Flash Thompson. In order to get to Flash, Spider-Man and Scarlet Spider have to fight their way past Kraven the Hunter and the HYDRA Agents. Ock Manages to succeed in separating the symbiote from Flash, giving to Kraven, who becomes a lion-like Venom. However, Flash is able to coerce the symbiote back to him as they understand each other. As a result of the re-fusion, Agent Venom gains a new look.

Spider-Man, Iron Spider, Agent Venom, Kid Arachnid, and Scarlet Spider have been looking for signs on where Doctor Octopus is hiding out. Upon Spider-Man and Iron Spider being ambushed by Vulture, they follow him to a nearby island where they are attacked by clones of Sandman. As Spider-Man fights the Sandman clones, Iron Spider stumbles upon a secret laboratory where Doctor Octopus has captured Sandman and cloned him so that he can find the "Ultimate Sandman" that will join the Sinister Six. After Sandman is rescued and Doctor Octopus escapes, Spider-Man allows Sandman to spread out around the Triskelion.

Spider-Man and Agent Venom have been busting villains like Beetle, Grizzly, Shocker, and Shriek where they suspect that they might be candidates for Doctor Octopus' Sinister Six. Arnim Zola recruits Michael Morbius to work on a new symbiote. When Spider-Man, Agent Venom, and Harry Osborn in the Patrioteer armor track them down, they are caught off-guard when they release the Anti-Venom symbiote which possesses Harry and does not have any of the symbiote weaknesses. The resulting battle leaves Agent Venom injured and Harry in a coma.

During a drought, Spider-Man, Iron Spider, Kid Arachnid, and Scarlet Spider answer a distress signal that takes them to an abandoned mall in Queens. They find an empty air-tight room containing Hydro-Man who has a past with Nick Fury. While transporting him to the Triskelion, Iron Spider find that Hydro-Man is not a good guy where the fight with him causes an emergency landing near Aunt May's house. While Spider-Man, Iron Spider, and Kid Arachnid fight Hydro-Man, Scarlet Spider works to protect Aunt May who ends up naming him Ben. Once Hydro-Man is defeated where the resulting battle watered Aunt May's lawn, Spider-Man gets word that the Quinjet carrying Hydro-Man back to his cell was intercepted causing Spider-Man to speculate that Doctor Octopus has gotten Hydro-Man on his side.

Part 1: After defeating Shriek, Spider-Man joins Flash Thompson, Amadeus Cho, Miles Morales, and Ben Reilly for Aunt May's birthday party. Things get worse when Doctor Octopus completes his Sinister Six upon assembling Kraven the Hunter, Rhino, Hydro-Man, Electro, and Ultimate Green Goblin where they attack the Triskelion. Even when most of the Sinister Six is defeated by the S.H.I.E.L.D. Academy students, Spider-Man is caught off guard when it turns out Rhino was not the mole (Doc Ock just used him to break free) and that there is a seventh member of Doctor Octopus' group that Spider-Man least suspects: Scarlet Spider.

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Part 2: Now that Doctor Octopus knows that Spider-Man is Peter Parker, he sends Scarlet Spider to claim a key that Spider-Man hid at Aunt May's house. As Doctor Octopus turns HYDRA Island into Octopus Island with his nano-technology while entraping Arnim Zola, Spider-Man races to get to Scarlet Spider before he can harm Aunt May. In order to deal with Hydro-Man, Spider-Man has awaken Sandman to fight him. When Scarlet Spider is persuaded by Aunt May to help Spider-Man, he seemingly sacrifices his life in order to crash Octopus Island into the ocean as Sandman defeats Hydro-Man. Spider-Man, Iron Spider, and Kid Arachnid were unable to find Scarlet Spider's body.

As the S.H.I.E.L.D. Academy students and Sandman are enjoying a game of volleyball, Spider-Man sees Nova crashing into the Triskelion. Before falling unconscious, Nova gives Spider-Man a box that is needed to help rescue Nick Fury. In the company of Triton, Spider-Man goes to the abandoned Inhuman city of Atarog. Upon encountering the precognitive Madame Web, Spider-Man and Triton discover that Nick Fury is the prisoner of Crossbones and the Hydra Agents with him. Spider-Man and Triton learn that Crossbones is using Nick Fury as a ransom in order to obtain Madame Web which is the reason why Nick Fury and Nova went on a secret mission. With help from Madame Web's skills, Spider-Man and Triton are able to rescue Nick Fury and escape from Crossbones. As Nick Fury and Nova leave with Madame Web to find a safe location for her, the Inhuman Royal Family (consisting of Black Bolt, Medusa, Lockjaw, Karnak and Crystal) arrives to give Spider-Man and Triton a "ride" back to the Triskelion just as Madame Web predicted.

Part 1: Michael Morbius steals a sample of the Venom symbiote off of Agent Venom as Crossbones orders him and a restrained Doctor Octopus to experiment with it. As Spider-Man and Agent Venom work to reclaim the Venom sample, the experiment enables the revival of the Carnage symbiote. Doctor Octopus uses a serum with vampire bat DNA in it to transforms Morbius into a white humanoid vampire bat as Doctor Octopus is infected by Carnage. Spider-Man neutralizes to return his original form, but Carnage now still stands without needing a host. After exploding, Carnage starts to infect all of Manhattan.

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Part 2: Spider-Man works with Captain America to fight a Carnage-possessed Hulk with help of Iron Fist, Agent Venom, Cloak and Dagger. Meanwhile, Mary Jane works to keep a comatose Harry Osborn safe, Harry's stasis container is breached as Anti-Venom is awakened. Even when Spider-Man and Captain America free Shriek and people from the Carnage symbiote, Anti-Venom then goes around destroying the Carnage symbiotes that have possessed the civilians and even sacrifices itself to destroy the larger Carnage symbiote that's on the building and Harry becomes aware of Spider-Man and Agent Venom's identities as Peter Parker and Flash Thompson, respectively.

Note: Harry Osborn becomes aware of Spider-Man, Agent Venom and all their teammates identities respectively.

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Part 3: Following the Anti-Venom symbiote's sacrifice, the Carnage symbiote has reformed into giant size and has enveloped Midtown High. As Spider-Man, Agent Venom, and Harry Osborn in the Patrioteer armor fight their way past the Mini-Carnages after getting Stan out of the building, they find that Mary Jane Watson has been transformed into the Carnage Queen as Morbius the Living Vampire (who is now nearly-human with bat wings on his back) and Crossbones plan to use the missiles confiscated by S.H.I.E.L.D. to send the Carnage Drones to every city in the world.

Note: Mary Jane Watson becomes aware of Spider-Man, Agent Venom and Patrioteer's identities as Peter Parker, Flash Thompson and Harry Osborn, respectively.

Part 1: Spider-Ham, Spyder-Knight, and Miles Morales' mother Rio suddenly appear at Peter Parker's house. Upon being brought to K'un-L'un by Iron Fist, Spider-Man and Kid Arachnid meet with Nick Fury, Doctor Strange, and Madame Web who states that the shattering of the Siege Perilous scattered its fragments to many dimensions and if they are not collected in time, many universes will crash onto another and eventually all of the universes would be destroyed. Using the shard of the Siege Perilous, Spider-Man and Kid Arachnid are sent on a trip to the different dimensions to collect the shards. Their first stop is a Victorian era-themed world that's currently infested with vampires. Spider-Man and Kid Arachnid must help the vampire-hunting superhero Blood Spider get the first shard from the Lizard King (a Victorian version of the Lizard) and his most trusted hunter Wolf. The Lizard King plans to use the Siege Perilous shard to block the sun so the vampires can rule the Earth. Although Spider-Man and Kid Arachnid are able to save the day and revert all the vampires back to normal, they find out that Wolf is a spider-based villain himself called Wolf Spider and is from a different parallel world. Wolf Spider is collecting the shards in order to rule the multiverse and he knows Spider-Man's identity of Peter Parker.

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Part 2: Now that Spider-Man and Kid Arachnid have to contend with Wolf Spider to get to the Siege Perilous fragments, they work to find them before Wolf Spider does. Their next stop is a cartoon-like pirate dimension where the spider-themed pirate Web Beard is persuaded by Spider-Man and Kid Arachnid into reuniting his animal crew (consisting of pirate versions of Howard the Duck, Rocket Raccoon, and Cosmo the Spacedog) so that they can face the Kraken on a pirate ship version of Groot. Then Spider-Man and Kid Arachnid arrive in a Wild West dimension where they meet the spider-themed cowboy Webslinger who lost his Uncle Ben who was a sheriff when Doc Ock Holliday took over the town. Now they help Webslinger build up the courage to fight corrupt sheriff Doc Ock Holliday and his deputy Phantom Rider who previously repelled Wolf Spider.

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Part 3: Returning to the Noir reality, Spider-Man and Kid Arachnid tangle with Mr. Fixit (a Noir version of the Hulk) and his minions Thunderbolt and A-Bombardier, who are in a gang war with the Noir version of Hammerhead. When Spider-Man Noir shows up, he doesn't want Spider-Man and Kid Arachnid to break up the gang war because since they last saw him, he lost his Mary Jane in an accident caused by Hammerhead's gang for which he blames Mr. Fixit. Spider-Man finds the Siege Perilous fragment in the new machine gun that was provided by Hammerhead's minion Martin Li. Upon touching the Siege Perilous, Martin Li becomes the Noir version of Mister Negative in order to become the new crime lord. The Siege Perilous enables Mister Negative to transmutate anything to stone and he overthrows Noir Hammerhead. After Noir Mister Negative fends off Wolf Spider, Spider-Man and Kid Arachnid must persuade Spider-Man Noir and Noir Mr. Fixit to work together to help defeat Mister Negative.

Note: "Return to the Spider-Verse" Pt. 3 was one of Jon Polito's final roles before he died.

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Part 4: Spider-Man and Kid Arachnid return to Kid Arachnid's reality where he meets a spider-powered version of Gwen Stacy, who has been covering for Kid Arachnid with the help of this world's Aunt May while evading the robots working for police captain George Stacy. When Wolf Spider gets involved by holding Rio Morales hostage, Spider-Man, Kid Arachnid, and Spider-Woman work to stop Wolf Spider. They discover that he is an evil Peter Parker working to drain the energies of every spider character. Following Wolf Spider's defeat, George Stacy learns his daughter's secret upon talking to Rio. In the aftermath of the Siege Perilous' reassembly, Kid Arachnid and Rio emigrate to Spider-Man's reality.

On Halloween night, Spider-Man tries to go trick-or-treating when a strange magic engulfs Manhattan and has the trick-or-treaters becoming what they are dressed as. Spider-Man visits Doctor Strange, who claims that the responsible spell is on a quantum level. Spider-Man and Doctor Strange end up needing the help of Ant-Man in order to go to the Quantum Realm to find the source of the spell. Once there, Spider-Man, Doctor Strange, and Ant-Man find a reassembly Baron Mordo who attacks them with a construct that assumes the form of Dormammu, Ultron, and Doctor Octopus' nanite-enhanced form, which is only the beginning of its plot.

Part 1: While out with Mary Jane Watson in Central Park, Peter Parker finds a Spider-Man clone that tries to feed off them. They trace the clone to one of Doctor Octopus' labs. There, they find info on "Project Kaine" which was a combination of Spider-Man's DNA and the Synthezoids. Mary Jane uses the Carnage symbiote inside her, becoming Spider-Woman. Upon Scarlet Spider resurfacing and helping to take down the deformed Kaine, Spider-Man and Spider-Woman find that he is wanting to know his history while planning to get revenge on Doctor Octopus and wanting to learn about his past.

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Part 2: Because Arnim Zola stole Doctor Octopus' research, Scarlet Spider and Spider-Man have Doctor Octopus take him to the sunken HYDRA Island where Scarlet Spider wants the information of his past which was also stolen. Spider-Man, Doctor Octopus, and Scarlet Spider fight the Delta-Nine Synthezoids, a Spider-Slayer team of Spider-Man/Synthezoid hybrids consisting of Bone Spider, Goliath Spider, and Ghost Spider. The Delta-Nine Synthezoids are part of Arnim Zola's Weapon S program that Scarlet Spider was created as part of. Later, Arnim Zola reawakens. Meanwhile, Mary Jane rounds up Agent Venom, Iron Spider and Kid Arachnid to meet up with Spider-Man to show her transformation as Spider-Woman. Scarlet Spider is revealed to be a Spider-Synthezoid with too much Spider-Man DNA. At the same time, Doctor Octopus uses another nanotechnology upgrade that not only changes to another appearance, but also improved his whole body completely.

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Part 3: Following the fight against Arnim Zola; Spider-Man, Spider-Woman, Agent Venom, Iron Spider, and Kid Arachnid bring Scarlet Spider and the Delta-Nine Synthezoids back to the Triskelion where they have to get Nova, Power Man, Iron Fist, and Squirrel Girl to stand down due to what happened when they know Scarlet Spider worked for Doctor Octopus, revealed Spider-Man's identity, to endanger S.H.I.E.L.D. Academy and Aunt May, being all against him and be locked up for life. When a security breach places the Triskelion in lockdown and starts draining the energies of its inhabitants enough to leave them with coma-like symptoms, they find that a reassembled Kaine is responsible as he targets the spider-based characters. When Kaine gets control of the Delta-Nine Synthezoids, Spider-Man and the other spider-based heroes defeat Kaine after he combines with the Delta-Nine Synthezoids to form a hybrid form.

On a winter night, Spider-Man is guarding Doctor Strange's Sanctum Sanctorum when he hears Moon Knight chasing a girl from outside. For her safety, Spider-Man allows her to enter the Sanctorum only to discover that she is Francis Beck, the daughter of his presumed deceased enemy Mysterio. Blaming Spider-Man for his death, Francis uses Mysterio's enchanted helmet to attack Spider-Man. The helmet unleashes a mystical threat which Spider-Man is able to contain with the assistance of Moon Knight.

Part 1: As Peter Parker prepares to graduate from S.H.I.E.L.D. Academy, he is visited by Doctor Octopus who threatens to harm Aunt May if he puts on the Spider-Man costume again. Spider-Man refuses to agree and puts Aunt May in protective S.H.I.E.L.D. custody, to capture Doctor Octopus with the help of his team of Web-Warriors and New Warriors. After rounding up Kraven the Hunter, the Rhino, the Scorpion and the Vulture as well as turning Crossbones into a Lizard, Doctor Octopus allows himself to be incarcerated in the Triskelion's security brig by Spider-Man´s team. The graduation ceremony attended by the Avengers, Doctor Strange, Sandman, Nick Fury, Power Man's parents, Patrioteer, and Ant-Man. As he ends up breaking out while Spider-Man brings Aunt May to the graduation, Doctor Octopus and his new Sinister Six break free as he ensnares Aunt May. Spider-Man reluctantly injects himself with a serum to cure him of his powers in order to keep Aunt May safe. Doctor Octopus then takes control of the Triskelion where he places a contracting forcefield around the graduation ceremony. The contracting forcefield is starting to close in on the graduation attendees.

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Part 2: Desperate to stop the Superior Sinister Six and getting a pep talk from Aunt May, Spider-Man gets his original web shooters back from Aunt May and heads to Oscorp. With the help of Norman Osborn, Spider-Man is able to regain his powers with the radioactive spider in Doctor Octopus' hidden lab and confront the Superior Sinister Six when they arrive at Oscorp upon noticing that Norman Osborn wasn't there. As Doctor Octopus terrorizes the city, Spider-Man uses the same serum on Vulture, Crossbones, and Rhino to depower them while also defeating Kraven the Hunter and Scorpion. Doctor Octopus then uses an octopus formula that turns himself into a mindless giant octopus-like creature. Using the serum, Spider-Man turns Doctor Octopus back to normal who tells Spider-Man that even he doesn't know how to get rid of the contracting forcefield. Doctor Octopus cooperates with Spider-Man to deactivate the contracting forcefield. Afterwards, Doctor Octopus is taken away by Iron Man. Following the graduation ceremony, Agent Venom and Scarlet Spider become S.H.I.E.L.D. Academy teachers, Alex O'Hirn, Adrian Toomes, and Frances Beck enroll as students along with Mary Jane, and Nick Fury tells Spider-Man that he has become the Ultimate Spider-Man after he stops Trapster (mirroring their encounter in the first episode). Peter Parker reminisces on his more inexperienced days as Spider-Man and how far he has come as Spider-Man and goes out to stop a robbery in the East Village, incited by his Aunt May when moving into an apartment, saying this is not the end, only the beginning.

Note: Norman Osborn is revealed to be aware of Spider-Man's identity as Peter Parker for some time after recovering the memories of his time as the Green Goblin, but kept it to himself out of respect and gratitude for everything Peter has done for him and his family.