| Iron Spider |  She called you... You're Peter Parker?  |
| Agent Venom | Puny Parker? This it... Wh... Yeah, but... No. Th... No, no, no, no. No, that's not true. T-that's... We don't... No, that's impossible! |
Appearances
Featured Characters:
Supporting Characters:
Antagonists:
Other Characters:
- M.O.D.O.K.
- The Leader (Samuel Sterns)
- Aunt May
- Hulk (Bruce Banner) (Only in flashback)
- Iron Man (Tony Stark) (Only in flashback)
- Agent Coulson (As a hologram)
- S.H.I.E.L.D. Trainees
- Iron Fist (Danny Rand) (As a hologram)
- Power Man (Luke Cage) (As a hologram)
- Dagger (Tandy Bowen) (As a hologram)
- Cloak (Tyrone Johnson) (As a hologram)
- Squirrel Girl (Doreen Green) (As a hologram)
- Doctor Octopus (Otto Octavius) (Only in flashback)
- Zzzax (Only in flashback)
- Wendigo King (Only in flashback)
- Beetle (Abner Jenkins) (As a hologram)
- Abomination (Emil Blonsky) (As a hologram)
- Absorbing Man (Carl Creel) (As a hologram)
Races and Species:
Locations:
Items:
- Spider-Man's Web-Shooters
- Cosmic Control Rod
- Terrax's Axe
- Mjolnir
- Hawkeye's Bow
- Trick Arrows
- Iron Spider Armor
- Nova Helmet
- White Tiger Amulet
- Life-Model Decoy
- Beetle Armor
Vehicles:
Synopsis
Spider-Man teams up with Iron Spider, Agent Venom and Thor against Terrax, Attuma and Annihilus in a fight within the subway. Then Spider-Man uses Life-Model Decoys to distract Grandmaster so he, Iron Spider and Agent Venom can board Grandmaster's ship to save the hostages. Can his plan succeed?
Ultimate Spider-Man - Heroes vs. Villains! - Official Disney XD UK HD
Notes
- The Leader's appearance in this episode differentiates from his appearance in Hulk and the Agents of S.M.A.S.H..
Trivia
- Spider-Man mentions his first encounter with The Collector in the Hulk and the Agents of S.M.A.S.H. animated series episode The Collector.
- This is the first time Flash and Amadeus find out who Spider-Man is, from Aunt May. How Aunt May finds out who Spider-Man is revealed in the next episode: she just figured it out by herself.
- In Aunt May's case, Peter accidentally wore part of his costume around her in one instance and unmasked himself on Halloween in another previously, both occurrences possibly helping her in figuring out his identity.