Graduation Day: Part 1
4, 25
All Web Warriors
Air date January 7, 2017
Written by Kevin Burke & Chris "Doc" Wyatt
Directed by Young Ki Yoon
Episode Guide
The Moon Knight Before Christmas


Graduation Day: Part 2

Graduation Day: Part 1 is the twenty fifth episode of the fourth season of Ultimate Spider-Man.


Doctor Octopus threatens to harm Aunt May if Spidey ever puts on his mask again; Spider-Man must track down Doc Ock before he has a chance to put his plan into action.



Main Characters

Supporting Characters


Other Characters




  • Peter Parker: (ALARM BEEPING) Nice try, alarm but I already beat you to it. Way too excited to stay in bed. What kind of weirdo skips a chance for more sleep? The kind of weirdo that's graduating today! We're finally getting our diplomas from S.H.I.E.L.D. Academy. All of us! My original S.H.I.E.L.D. team. We were just kids when we started and now we're older kids, but more importantly, awesome-er kids. Then there's the New Warriors. They saw the worst the streets had to offer and now they're the best S.H.I.E.L.D. has to offer. And the Web-Warriors! A team of Spiders, the closest thing I've ever had to siblings. Looking good, Parker! This graduation will be everything.
  • Peter Parker: You've got a history of terrible ideas, Ock, but coming to my house is officially the stupidest thing you've ever done. You think this place isn't protected by S.H.I.E.L.D. tech? (ELECTRONIC BEEPING) Hmm.
  • Doctor Octopus: I disabled your S.H.I.E.L.D. defenses weeks ago. Since I discovered your identity, I've been keeping an eye on everything you do. You and your delightful Aunt May.
  • Peter Parker: I take it back, threatening my aunt is now the stupidest thing you've ever done.
  • Doctor Octopus: I am not here to fight. I am here to make a deal. A simple one. You will agree to never put on the Spider-Man mask again. In exchange your Aunt May lives.
  • Aunt May: How are those wheat cakes, Peter?
  • Peter Parker: Uh, delicious as always. You threaten me almost every day. Why am I going to take you seriously now?
  • Doctor Octopus: My Octobots with cameras are everywhere. I've been keeping watch over your aunt. I have only to say the word, and good-bye.
  • Peter Parker: Why now?
  • Doctor Octopus: I had to wait until all the cards were on the table. And now they are. I trust you'll make the right decision, Parker.
  • Spider-Man: Crossbones? My scanner couldn't see in this place. What happened?
  • Crossbones: Ock kidnapped me. He wasn't so happy with what I put him through as leader of Hydra. I tell you what, you free me, I'll help you hunt down that eight-legged freak.
  • Spider-Man: And why would we ever trust you?
  • Crossbones: 'Cause I know where Ock is and I know what his plans are.
  • Spider-Man: Spill it.
  • Crossbones: Only if we have a deal. Free me, we can end this together.
  • Scorpion: I'll be the only one ending this.
  • Spider-Man: See? There is something to this whole teamwork thing.
  • Nova: That was legit. You balanced our strengths against their weaknesses and without making too many puns.
  • White Tiger: Seriously, back in the day, you had to re-learn the same lesson about leading the team every single week. Now look at you.
  • Spider-Woman: The ceremony's gonna start soon. Shouldn't a certain aunt be here?
  • Spider-Man: Ant-Man's over there. He can be hard to spot sometimes.
  • Spider-Woman: Different kind of aunt, genius.
  • Spider-Man: May! Oh!
  • Aunt May: Does this mean you've caught him?
  • Spider-Man: Yep. Ock and all his friends, the Securely-locked-up Six.
  • Doctor Octopus: Shame you didn't listen to me, Spider-Man. Your aunt could have been protected.
  • Aunt May: Don't let him bother you.
  • Spider-Man: Excuse me, I've got this. Knock it off, Ock. When I first met you, you scared me but I've come a long way since then. Instead of hiding, I hunted you down. You didn't count on that, did you?
  • Doctor Octopus: Oh, that's exactly what I counted on. You didn't think my armor was insulated from electric shock?
  • Spider-Man: May!
  • Doctor Octopus: Thank you for assembling my Superior Sinister Six for me, Spider-Man. This was entirely a set-up to bring us all together inside the Triskelion. You and your little friends played your parts perfectly.
  • Spider-Man: Leave her alone!
  • Doctor Octopus: I've done my research. I know all about your Uncle Ben. May Parker is the only family you have left, and I am going to make you an orphan once and for all. I warned your nephew of the consequences. This is on his head.
  • Aunt May: (GASPS)
  • Doctor Octopus: It will hurt him far more than it hurts you.
  • Spider-Man: Stop! Please!
  • Doctor Octopus: You had your chance, Parker.
  • Spider-Man: I'll do anything! (GRUNTS)
  • Doctor Octopus: Anything? Hmm Aren't you a big believer in second chances? Then perhaps I can give you one. I spent so much time trying to replicate your powers, yet only recently it occurred to me that I might be able to do just the opposite. Inject yourself with this serum, and your powers will be gone. You'll go from being the Ultimate Spider-Man to regular old Peter Parker. Your days playing teenage hero will be over, but you will have saved your aunt. I'd advise against making another poor decision.
  • Spider-Man: I've done a lot of good as Spider-Man. But I've also made life more dangerous for my Aunt May and everyone else close to me. How many people have I hurt by being Spider-Man? Now Ock and his Sinister Six are reborn because I let them dupe me, bringing the bad guys right to Aunt May and the team. Oh, this is all my fault.
  • Aunt May: Don't worry about me, Peter. The world needs Spider-Man. Don't do it.
  • Spider-Man: But I do worry about you, Aunt May. I've already lost Uncle Ben. He said, "With great power comes great responsibility," and here, now, the responsible thing to do is to stop being Spider-Man. (GROANS) My powers. I... I think (SIGHS) I think they're gone.
  • Doctor Octopus: Yes. It appears they are. No spider sense. (LAUGHS) Nor Spider strength and I will take care of these. SPIDER-MAN NO MORE! You know, I am a man of my word.
  • Aunt May: Peter!
  • Spider-Man: The joke's on you, Ock. You may have de-powered me, but the greatest assembly of heroes ever known is right outside. You picked the wrong day to do this.
  • Doctor Octopus: On the contrary, You couldn't have made this easier for me. Thank you for gathering all of my enemies in one place.
  • Spider-Man: A hard-light shell. Those plans we found back in the lab.
  • Doctor Octopus: Exactly and yet, you still never guessed my true plan. Not only have I invented a completely impenetrable energy shell, but that shell is contracting. Just like you, the heroes will finally be crushed. This is all thanks to you, Parker, and you are literally powerless to stop it.



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