"Contest of Champions, Part 2"
Ultimate Spider-Man (Animated Series) Season 3 24.png
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Appearing in "Contest of Champions, Part 2"

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Synopsis for "Contest of Champions, Part 2"

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.

Ultimate_Spider-Man_-_Capture_The_Flag!_-_Official_Disney_XD_UK_HD

Ultimate Spider-Man - Capture The Flag! - Official Disney XD UK HD

Trivia

  • Zzzax received a character redesign to resemble more his Earth-616 counterpart.
  • The scene where Doctor Octopus grabs Aunt May, while climbing a building, and she reacts to free herself is a reference to similar scene in the Earth-96283 Spider-Man 2 movie.

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