Let it be known that the eye of the all powerful Doom has fallen upon you this day, I have scanned your every strength, every weakness. Cross my path again and suffer unspeakable consequences! 
Appearances
Featured Characters:
Supporting Characters:
Antagonists:
- Doctor Doom (Victor von Doom) (First appearance)
- Doombots (First appearance)
Other Characters:
- Blizzard (Donny Gill) (First appearance; in dream, head only on screen)
- M.O.D.O.K. (George Tarleton) (First appearance; head only on screen)
- Batroc the Leaper (Georges Batroc) (First appearance; in dream, head only on screen)
- Melter (Bruno Horgan) (First appearance; in dream, head only on screen)
- Toad (Mortimer Tonybee) (First appearance; in dream)
- Whirlwind (David Cannon) (First appearance; in dream, head only on screen)
- Lady Porcupine (First appearance; head only on screen)
- Frightful Four (Only in dream)
- Wizard (Bentley Wittman) (In dream, head only on screen)
- Thundra (In dream, head only on screen)
- Klaw (Ulysses Klaue) (In dream, head only on screen)
- Trapster (Peter Petruski) (in dream, head only on screen)
- Flash Thompson
- Silver Surfer (Norrin Radd) (Vision or hallucination) (First appearance)
- Hulk (Bruce Banner) (Vision or hallucination)
- Aunt May Parker (Mentioned)
Races and Species:
Locations:
Items:
- Spider-Man's Suit
- Spider-Man's Web-Shooters
- Nova Helmet
- White Tiger Amulet
- Doctor Doom's Armor
- Paste-Gun (Vision or hallucination)
- Sonic Disruptor (Vision or hallucination)
- Wizard Armor (Vision or hallucination)
- Silver Surfer's Surfboard (First appearance) (Vision or hallucination)
- Vibranium
Vehicles:
Synopsis
Peter Parker is in Midtown, doing a recap about his recent life, when he sees Sam Alexander (aka, Nova) in "his" table with Harry and Mary Jane. He forces Sam to go to talk in the hallway, where Peter discuss with him about having his Peter Parker life separated from Spider-Man's. When they're about to fight, Coulson sends them to detention.
There, Peter realizes it was a trick to gather the S.H.I.E.L.D. Trainees, using special chairs, Coulson sends them to the S.H.I.E.L.D. Helicarrier, and Fury puts them a test to battle giant robots. Spider-Man and Nova compete for who destroys more drones, but they draw. Fury, who previously said they had to pass across the room without destroying anything, makes them clean they mess.
After they finish, Spider-Man shows off how many villains he has defeated, giving White Tiger an idea. To prove themselves to Fury catching one of S.H.I.E.L.D.'s most wanted. After searching the list, Nova decides they'll take down Doctor Doom. When Tiger is convincing them not to go, the jet where they are is accidentally turned on.
When they are arriving Latveria, they are attacked with missiles; when Nova destorys them all, they are attacked by Doombots. When the four heroes take down all of them, Doctor Doom appears, taking down all of them easily, except Spider-Man, who manages to dodge his laser blasts.
Nova and Spider-Man attacks Doom with all their forces, taking him down. Spider-Man takes a webbed Doom to his jet, while the others follow him. When they arrive to the Helicarrier, Doom is revealed to be a Doombot, which holds another 5 mini-robots.
When the traniees are fighting the Doombots, MJ calls Spider-Man, but he has to cut her. While fighting White Tiger, one Doombot damages one of the engines, making the Helicarrier loose stability. More bad news, the main Doombot is attacking the nuclear reactor of the Helicarrier. Spider-Man convinces Nova to use his powers to lift the Helicarrier, while the other three takes care of the Doombots. Finally, when they arrive to the reactor, they all, working together, destroys the Doombot.
When Fury's scolding them, they all accept the responsibility as a team, to which Fury replies: "Never again... team", with a smile. When they are celebrating, Doom interrupts in a screen, informing them he just had studied them, for the next time they dare to face him. When Nova is going for a jet again, the rest tries to stop him.
Ultimate Spider-Man Ep. 3 - Clip 1
Trivia
- The Spider logo at the back of the cards that showcase the villains Spider-Man has faced resembles that of the logo on black suit from Spider-Man 3.
- The Blizzard, M.O.D.O.K., Batroc the Leaper, Melter, Toad, Whirlwind and Frightful Four only appear in Peter's imagination as tells the team of all the criminals he has taken down since starting the career a year ago.
- The Silver Surfers and Hulks only appear in Peter's imagination when talking about the students in the cafeteria.
- The way Nova/Sam Alexander crashes in Latveria is reminiscent of his Earth-616 counterpart's arrival/crash in Avengers vs. X-Men #1.