—Captain AmericaWelcome to the Avengers, Spider-Man.
Appearances
Featured Characters:
- Spider-Man/Loki (Peter Parker/"Loki Laufeyson") (Joins the Avengers) (Mind transferred to and from Loki Laufeyson's body)
Supporting Characters:
Antagonists:
- Fin Fang Foom
- Attuma
- Batroc the Leaper (Georges Batroc)
- Loki/Spider-Man (Loki Laufeyson / "Peter Parker") (Impersonates a S.H.I.E.L.D. agent and Loki (Peter Parker)) (Mind transferred to and from Peter Parker's body)
- Doctor Octopus (Otto Octavius)
- Venom Symbiote
- Rock Trolls (Bonds with Venom Symbiote)
- Ulik the Savage (Bonds with Venom Symbiote)
- Fenris Wolf (First appearance) (Bonds with Venom Symbiote)
- Frost Giants (Bonds with Venom Symbiote)
- Asgardian Frost Dragons (Bonds with Venom Symbiote)
Other Characters:
- J.A.R.V.I.S.
- Daily Bugle
- J. Jonah Jameson (Appears on screen)
- Director Nick Fury (Mentioned)
- Life Model Decoy
- Red Skull LMD (Destruction)
- Doctor Doom LMD (Destruction)
- M.O.D.O.K. LMD (Destruction)
- Destroyer (Mentioned)
Locations:
Items:
- Spider-Man's Web-Shooters
- Doctor Octopus' Tentacles
- Nova Helmet
- White Tiger Amulet
- Mjolnir
- Captain America's Shield
- Iron Man Armor MK L
- Black Widow's Gauntlets
- Hawkeye's Bow
- Trick Arrows
- Falcon Armor
- Avengers Identicard
- Loki's Scepter
- Doctor Octopus' Asgardian Armor (First appearance)
Vehicles:
- Quinjet
- Tricarrier
- Aven-Jet Prime
- Spider-Cycle (Mentioned)
Synopsis
Loki joins forces with Doctor Octopus to destroy the Avengers and their newest member, Spider-Man.
Ultimate Spider Man Season 3 Sneak Peak
Notes
- The third season of Ultimate Spider-Man was aired on Disney XD UK before its August release date in the US.
- This episode and the next episode are the first multi-parter that every part shares the same episode title instead of having a unique title for each part.
Trivia
- Captain America, Hawkeye, Hulk, and Iron Man are sporting their light redesigns from Avengers Assemble animated series.
- When Loki takes control of Spider-Man and possesses his mind, Doc Ock mentions that he must make note of it, referencing his doing so in the comics in the "Dying Wish" storyline of Amazing Spider-Man and the subsequent Superior Spider-Man series.
- When Spider-Man and the Avengers battle various villains, each individual fight is depicted as if it were a fighting video game. Spidey, Captain America, and the Hulk are given their stances from the video game Marvel vs. Capcom 2: New Age of Heroes.