Ultimate Spider-Man (animated series) Season 3 10

"The Spider-Verse, Part 2"

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"The Spider-Verse, Part 1" (March 5, 2015)	"The Spider-Verse, Part 3" (March 19, 2015)

Ah, this world's Spider-Man. Nice! Very Noir.

Featured Characters:

Supporting Characters:

Spider-Man (Peter Parker) (Noir) (First appearance)
Spider-Ham (Peter Porker) (First appearance) (Main story and flashback) (Origin revealed) (Return as Spider-Ham) (Rejoins Avengers)
Mary Jane Watson (Noir) (First appearance)

Antagonists:

Other Characters:

Daily Bugle (First appearance)
- J. Jonah Jameson (Noir) (First appearance) (Voice and picture only)
Aunt May (Mentioned)
Iron Man (Tony Stark) (Mentioned)
Nova (Sam Alexander) (Mentioned)
Vampire (Mentioned)
Aunt May (Noir) (Mentioned)
Loki (Mentioned)
Daily Beagle (First appearance)
- J. Jeremiah Jackal (First appearance) (Only in flashback)
Aunt May Porker (First appearance) (Only in flashback)
Enhanced Spider (First appearance)
Avengers (First appearance) (Only in flashback) (Spider-Ham)
- Iron Mouse (First appearance) (Main story and flashback)
- Captain Americat (Steven Mouser) (First appearance) (Only in flashback)
- Hulk Bunny (Bruce Bunny) (First appearance) (Only in flashback)
- Throg (First appearance) (Only in flashback)

Locations:

Earth-TRN455 (First appearance) (Spider-Man Noir)
- United States of America (First appearance)
  - New York (First appearance)
    - New York City (First appearance)
Earth-TRN456 (First appearance) (Main story and flashback) (Spider-Ham)
- United States of America
  - New York
    - New York City
      - Porker Farm
Earth-12041 (Mentioned) (Ultimate Spider-Man)
- Latveria (Mentioned)

Items:

Vehicles:

Spider-Man continues following Green Goblin across the Multiverse to stop him from collecting Spider-Men DNA. He helps Spider-Man Noir to renew his friendship with Mary Jane and helps Peter Porker regain his will to become Spider-Ham.

Spider-Man Noir is voiced by Milo Ventimiglia
Spider-Ham is voiced by Ben Diskin who voiced Venom (Eddie Brock) is the Spectacular Spider-Man. He also voiced Skaar in Hulk and the Agents of S.M.A.S.H..
All segment in Spider-Man Noir's dimension is animated in black-and-white colors, with Jazz soundtracks to create a Noir cinematic atmosphere.
- Funny enough, Earth-12041 Spider-Man and The Goblin are the only "colorful" (albeit muted) beings in the dimension.
- Also, the Spider-Man Noir is a very dramatic and serious character.
All segment in Spider-Ham's dimension is animated in the style of classic Looney Tunes cartoons. This dimension features Looney Tunes' "silly" physics, funny sound effects, and common jokes.
- In fact, Spider-Ham bears more resemblance to Looney Tunes' Porky Pig character than his Larval Earth counterpart.
- When inside this dimension, Earth-12041 Spider-Man's and The Goblin's appearances become more cartoonish and "deformed" and they also stay subject to dimension's physical laws.

Spider-Man makes a reference to a scene of the Earth-199999 Iron Man 3 film when he saves the hostages falling out of the blimp while saying "I saw Iron Man do this once."
The flashback scene where Peter Porker gives up and throws his Spider-Ham costume in the garbage is a reference to similar scene happening during Spider-Man No More! storyline arc.
After take some hair from Spider-Ham, The Goblin says "That'll do, Pig. That'll do." It is a reference to farmer Arthur's ending words from the movie Babe.