Other kids I know start their day with orange juice. Me? I get yelled at by a 100-foot-tall-cranky pants. 
Appearances
Featured Characters:
- ⏴ Spider-Man (Peter Parker) ⏵ (First appearance) (Origin revealed) (Main story and flashback) (Joins S.H.I.E.L.D.)
Supporting Characters:
- S.H.I.E.L.D. (First appearance)
- Mary Jane Watson (First appearance) (Main story and flashback)
- Harry Osborn (First appearance) (Main story and flashback)
- Flash Thompson (First appearance) (Main story and flashback)
- Stan the Janitor ⏵ (First appearance)
- May Parker (First appearance) (Main story and flashback)
Antagonists:
- Hydra (First appearance) (Cameo)
- Burglar (First appearance) (Only in flashback)
- Frightful Four (First appearance)
- Trapster (Peter Petruski) (First appearance)
- Wizard (Bentley Wittman) (First appearance)
- Klaw (Ulysses Klaue) (First appearance)
- Thundra (First appearance)
- Oscorp (First appearance)
- Norman Osborn (First appearance) (Main story and flashback)
- Dr. Otto Octavius (First appearance) (Shadow only)
- Spider-Soldiers (First appearance) (Vision or hallucination)
Other Characters:
- Daily Bugle Communication (First appearance)
- J. J. Jameson (First appearance) (Appears on screen)
- The Thing (Ben Grimm) ⏵ (First appearance) (Vision or hallucination)
- Avengers (First appearance) (Vision or hallucination)
- Captain America (Steve Rogers) (First appearance) (Vision or hallucination)
- Iron Man (Tony Stark) (First appearance) (Vision or hallucination)
- Thor (First appearance) (Vision or hallucination)
- Hulk (Bruce Banner) (First appearance) (Vision or hallucination)
- Ben Parker (First appearance) (Only in flashback)
- Irving Forbush (Mentioned)
- Genetically-Modified Spider (First appearance) (Only in flashback)
- NYPD officer (First appearance)
- Richard Parker (Mentioned)
- Midtown High Principal
Races and Species:
- Humans
- Horses
- Spiders (Only in flashback)
- Robots (Vision or hallucination)
- Sasquatch (Mentioned)
- Asgardians (Vision or hallucination)
Locations:
- Earth-12041 (First appearance)
- Thundra's alternate future (Mentioned)
Items:
- Spider-Man's Suit (First appearance)
- Spider-Man's Web-Shooters (First appearance)
- S.H.I.E.L.D. upgraded Spider-Man's Web-Shooters (First appearance)
- Doctor Octopus' Tentacles (First appearance)
- Paste-Gun (First appearance)
- Sonic Disruptor (First appearance)
- Captain America's Uniform (First appearance) (Vision or hallucination)
- Captain America's Shield (First appearance) (Vision or hallucination)
- Vibranium (First appearance) (Vision or hallucination)
- Iron Man Armor (First appearance) (Vision or hallucination)
- Wizard Armor (First appearance)
- Wizard's Wonder Gloves (First appearance)
Vehicles:
- S.H.I.E.L.D. Hellicarrier (First appearance)
Synopsis
New York, at the Times Square, J. J. Jameson from Daily Bugle Communications is giving a report asking for the apprehension of the vigilante known as Spider-Man. Spider-Man swings across the city until he encounters a robbery and saves a police officer from crashing with his car into a shop by using a web. The officer thanks Spider-Man as he jumps to the scene, where he meets the Trapster. Breaking the fourth wall, Spider-Man explains his previous three encounters with this criminal, who is more a pilferer than a super-villain. When the Trapster tries to take Spider-Man down using his special glue pistol, Spider-Man punches him into a car. The villain takes two grenades and throws them to the hero. Spider-Man manages to avoid one, while other explodes, leaving him glued to a wall. When the Trapster is about to shoot the immobilized hero, Spider-Man webs his gun's tip, causing a pressure increase that explodes Trapster's equipment, leaving the villain totally glued down and out of combat.
As soon as the battle ends, Spidey sees S.H.I.E.L.D. Helicarrier above and Nick Fury approaches our hero from the back. Fury scolds Spider-Man for the collateral damage from the battle, saying that Captain America would have wrapped up the scene in just three seconds, but that even Iron Man had a learining curve. Spider-Man, disinterested, is leaving the scene when Fury tells him he knows he's Peter Parker and Spider-Man recalls his past, when he got his powers, and when Uncle Ben died. "'With great power comes great responsability'. Good words from a good man" says Fury, and Spider-Man replies that Uncle Ben was the best, and it's been a year since his death, and the start of Peter's career. When Fury tells Spidey he wants him to become "the Ultimate Spider-Man", Peter asks "How ultimate is 'Ultimate'?", which Fury replies by knocking out a fugitive Trapster without even looking, by making a pole hit the villain with only one shot of his gun, "That ultimate". When Spider-Man swings away, it is revealed that another person was watching him trough a camera: Norman Osborn, who wants to use Spider-Man to make an army of super-soldiers, with the help of his partner, Doctor Octavius. "We will begin phase two," he says.
At Midtown High, Peter meets Mary Jane Watson, one of his best friends since they were kids. Mary Jane doesn't know Peter's secret and he lies to her when she asks him why was he late. Also MJ informs Peter she wants to work for Jameson, in a future journalism career. Harry Osborn approaches and Peter remembers when he first met him and his father Norman. Later, Flash Thompson, Peter's bully since childhood, appears and puts him in a locker. Peter is soon released by Stan the janitor.
While at the cafeteria, Peter's spider-sense tingles, and he saves MJ and Harry from a wall being torn apart. The Frightful Four—The Wizard, Klaw and Thundra (minus the Trapster)—appears and threatens to destroy the school if Spider-Man doesn't appear. Wizard mentions that the Trapster managed to know where Spider-Man was. After distracting the villains by starting a food fight against them, Peter changes, and finds in his arm a tracer which the Trapster left on him during the battle which took place hours before.
Spider-Man joins the battle and the Wizard announces to Osborn via a communicator that they have found him. Meanwhile Spider-Man battles Thundra and Klaw tries to take down Mary Jane, who was using her camera to record the battle. Harry saves her, but is hit by Klaw's sonic wave. Spider-Man kicks the Wizard out of the cafeteria into the school's corridor. There, Flash appears, telling Spider-Man that he is his biggest fan and wants to help him. To get revenge on Thompson for what he did to him earlier, Spider-Man asks Flash to hide in a locker, in order to surprise attack the villains. Spider-Man hides in the ventilation system but the "Frightful Three" escape when they hear sirens.
Back to his regular identity as Peter, he witness when Harry is taken to a hospital. Later, at Aunt May's house, Peter tells her the situation that happened. While reflecting about his life, Peter relizes he has to take Fury's offer. At night, Spider-Man arrives to the Helicarrier, where after destroying most of the security systems, he's outnumbered by several guns pointing at him. Fury appears and deactivates them. Peter says "Ultimate Spider-Man reporting for duty... sir!" and Fury replies "Welcome to S.H.I.E.L.D., Spider-Man. Hope you survive the experience".
Ultimate Spider-Man Ep. 1 - Clip 1
Notes
- This issue was adapted in Ultimate Spider-Man: Premiere Comic, which came out 2 weeks before the premiere of the show as a preview.
Trivia
- The Iron Man's wacky flight scene is reminiscent of Tony Stark's first flight tests in the Earth-199999's Iron Man movie.
- Peter complaining that working for Jameson would be a nightmare is possibly an ironic nod to the character's initial history in the comics working for him.
- Klaw remarks that Midtown High is full of would-be heroes. This statement proves true as its student body would produce Agent Venom, Iron Spider, Patrioteer and of course, Spider-Man himself.
- Power Man, Iron Fist, Nova and White Tiger would also attend Midtown for a time after this, proving Klaw's statement even further.