Appearing in "Ultimate"
- The Goblin (Norman Osborn)
- S.H.I.E.L.D. Trainees
- Master of K'un-Lun (Only in flashback)
- Shou-Lao (Only in flashback)
- Scorpio (Max Fury) (Only in flashback)
- Dr. Amanda Cage (Only in flashback)
- Dr. Walter Cage (Only in flashback)
- White Tiger (Hector Ayala) (Only in flashback)
- White Tiger (Nestor Ayala) (Only in flashback)
- Kraven the Hunter (Sergei Kravinoff) (Only in flashback)
- Guardians of the Galaxy (Only in flashback)
- May Parker (Mentioned)
- Ben Parker (Mentioned)
Races and Species
- Spider-Man's Web-Shooters
- Goblin Gas
- Nova Helmet
- White Tiger Amulet
- Iron Man Armor MK L
- Mjolnir (Cameo)
- Captain America's Shield (Cameo)
Synopsis for "Ultimate"
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). As Spider-Man finds out later, Green Goblin has transformed his friends and plans to use the old Helicarrier (now dubbed the "Hell-Carrier") to gas New York City and turn them all into goblins. Now Spider-Man fights alone on the Helicarrier against his own team. Forced to find back up, Spider-Man flees into the city, but he is pursued by the team. He is rescued by Coulson, who drops him back on the Helicarrier with a serum created by Dr. Connors that can restore goblins to human form. Dividing and conquering the team with the serum, Spider-Man changes them back by going over each of their origins as well. They confront the Goblin, who presses a button that launches gas-filled missiles, but they are destroyed by S.H.I.E.L.D. The Goblin sets off explosions that put the team in jeopardy. While the boys of the team are rescued, Spider-Man and White Tiger stay behind to fetch Osborn. Osborn sends them flying, but Nova gets White Tiger and later Spider-Man, but not before Osborn falls into the water. He is then placed in custody, now forever a goblin.
- This is the Season 2 finale.
- Ultimate is the second part of the story beginning in the previous episode Return of the Sinister Six.
- The episode features flashbacks to all the origins of the S.H.I.E.L.D. Trainees, which were featured throughout Season 2.
- The Helicarrier is recovered from the Hudson river and is renamed the "Hell-Carrier" by The Goblin.
- This is one of the few times a curse word has been in a children's TV show; although it's technically only a name for the afterlife for bad people.
- Spider-Man catching White Tiger is almost just like Gwen Stacy's death in Earth-616, except that she survives.
- Spider-Man would accept the Avengers' offer and become a member in Season 3.