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Quote1.png Welcome aboard the "Hell-Carrier", Spider. Quote2.png
The Goblin (Norman Osborn)


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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.

Back on the Tri-Carrier, the team congratulates Spider-Man for saving them. Because of his superb bravery, he is offered a place on the Avengers. The season ends with this cliffhanger.


Marvel's Ultimate Spider-Man Season 2, Ep. 24 - Clip 1


  • 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.
  • 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.

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