Great Responsibility
1, 2
Great Responsibility USM 001
Air date 1 April, 2012
Written by Paul Dini
Directed by Phil Pignotti & Tim Eldered
Episode Guide
Great Power


That's why he's here for, to learn about responsibility.

Great Responsibility is the 2nd episode of the show and the first season of Ultimate Spider-Man. It aired on April 1, 2012.


After accepting Nick Fury's offer, Spider-Man learns he will be working with four other teenage super heroes.


Testing Spider-Man

The episode begins after the events of Great Power. On the Helicarrier where Spider-Man is in the training room to be tested. Robots appear and Nick Fury tells him to that it’s for him to engage in imperial numbers, to disable all their attacks and that he has sixty seconds before telling him that Captain America did it in ten seconds. The robots tackle him down making him think it is worse than Parker game night. Spider-Man carries on fighting the robots until a robot grabs him making him believe that he will end up on the wall of shame after ten minutes of joining S.H.I.E.L.D. The robot holding him shocks him but he destroys it. A mine follows him but just as Spider-Man grabs one it explodes slime on him. He sees the robots coming for him. Spider-Man tries to remember how the web-shooter works before finding it and shooting webs at the mines to catch them and throw them at the robots. Spider-Man celebrates in victory before a robot head lands on him. In the main control room, Nick Fury is watching and enjoying himself at watching Spider-Man fight. Other heroes in costumes like a female in a white cat costume with an amulet on her belt, one male in a green costume with a dragon symbol and a yellow mask, another male in a yellow and black costume with black sunglasses are watching him as well. The male hero in green tells them that he finished that course in twenty seconds. The male in yellow and black reveals that he did it in eighteen seconds. The female white cat believes that there is no discipline to his fighting technique and that he is just thrashing around hitting things but he is good for the team. Another male hero in a space costume arrives to watch Spider-Man defeat the robots. He asks why Nick Fury is testing a new candidate and that he didn’t approve of it. The female white cat mockingly tells the others that he still thinks he is still in charge and that he thinks that he cute. The male in the space suit believes that he is not going to let Nick Fury have him lead Spider-Man before male in yellow and black also mockingly jokes him about being the team leader. The male in green tells them that he is rough around the edges but not without detention. The female white cat believes that he named himself Spider-Man and asks how sad it is. The male in yellow and black asks her on what Spider-Man was suppose to call himself before the female white cat jokingly tells him something that doesn’t have loathe esteem that doesn’t identify with bugs. The male in green reminds them about saying about a book by its cover. The female white cat bets them that she will clean the Helicarrier for a month if he makes it before the male in green adds toilets to the list making the female white cat agree. The other two agree into the bet with the male in green.

Parachute Test

Spider-Man has destroyed the robots and completed it. A hologram of Nick Fury appears and Spider-Man asks what is next. The hologram tells him that it’s a parachute test and that he will see him tomorrow. Spider-Man gets confused before he falls through the trap door down the whole Helicarrier. He manages to use his web-shooter to make a parachute.

Dr. Octavius Sends The Surveillance Photos

At the hospital, Norman Osborn asks Dr. Octavius if he has the surveillance images of Target S. In the dark lab, Dr. Octavius tells him that he is sending them to him. Norman tells him that he doesn’t want Nick Fury to be getting hooks into his prize. He also tells him that Spider-Man will be owned by Oscorp and not S.H.I.E.L.D. and tells his agents to find him and that he is probably right under his nose. What he doesn’t see is that Spider-Man is close while parachuting onto a roof.

Visiting Harry

In the hospital room, Harry Osborn is busy on an app before Peter Parker visits him by telling that he brought something from school. Harry believes it to be cheerleaders before Peter tells him that it is homework. Peter reminds the audience that Harry really stepped up when the Frightful Four attacked Midtown High but unfortunately that heroism was an overnight stay in the hospital. Norman also comes in and tells Harry that Peter has his best at interests in heart and that he is a true friend. Peter asks the audience if anyone would have a dad like that. Norman offers Peter a ride to school making Peter accept the offer before saying goodbye to Harry.

Peter and Mary Jane's Discussion About Spider-Man

At Midtown High, Mary Jane Watson is snapping photos and snaps photos of Peter. Mary Jane asks if he is nervous much and tells him that she is practicing something when she finally meets Spider-Man before giving Peter a note. He pretends to asks her if Spider-Man really does hang out at Midtown High. She tells him that he has been seen on campus long enough and that he could be anybody and after seeing Stan go by, she then thinks about that not everybody could be Spider-Man. Peter tells the audience how much it means to Mary Jane to get that report and a job at the Daily Bugle and that he would love to help her out but he is afraid that he might blow it once he starts talking to her and that Mary Jane knows him so well. He then tells her that if she thinks that she will talk to Spider-Man, he will keep it on the down low and that he would never let anybody know who he really is. Mary Jane agrees but tells him that she won’t give up.

Meeting Dr. Curt Connors

On the Helicarrier, Nick Fury is giving Spider-Man a tour. Spider-Man tries to blend in but keeps failing with his words. Nick Fury tells him that he is barely a newbie. Nick Fury takes him into the science room making Spider-Man amazed. Nick Fury introduces him to the resident tech genius, Dr. Curtis Connors. When Spider-Man tries to shake hands with him he finds that his hand is missing before Dr. Connors pulls his sleeve up to reveal his hand and shakes hands with Spider-Man. He tells him that it is a pleasure and that he followed his career closely and that it is very impressive making Spider-Man like him already. Dr. Connors reveals that before Nick Fury approached him about joining S.H.I.E.L.D., he had his RNDT develop an array of Spider-Man inspired weaponry. Spider-Man asks if he said no and Nick Fury tells him that it was not an option. Dr. Connors tells him that he is using their web-shooter out of camera mode and shows him the button to make it invisible. Spider-Man claims that he had it in camera mode but then he couldn’t find it making Nick Fury and Dr. Connors stare at him before Spider-Man tells them that it was a joke. Dr. Connors shows him something hidden under a cloth and tells him that he will find it interesting. Spider-Man tells him that he deserves to be awestruck. Before he can remove it, he is hit by a metal stick. The three see that it is S.H.I.E.L.D. agent, Phil Coulson. Coulson tells Nick Fury that he never questioned him about his choices when it came to the other making Spider-Man wonder who the others are. Coulson also tells him that they are dealing with Spider-Man calling him a wildcard and that the Daily Bugle Communications call Spider-Man a threat to public safety. Nick Fury defends him by telling Coulson that Spider-Man is his responsibility and that he is at S.H.I.E.L.D. to learn responsibility. Coulson decides that they will see. Spider-Man pulls the cloth off to reveal a bike. Dr. Connors reveals that they called it the Spider-Cycle. Spider-Man thinks it is too useless making Dr. Connors ask why he thinks that. Spider-Man tells him that the bike maybe cool and all but he can get through the city with his own web-shooters. Dr. Connors reveals that he calculated that Spider-Man can make it from eighty to thirty-four feet in three minutes and seven seconds, that it uses up expensive webbing and that it causes maximum muscle strokes.

A Ride On The Spider-Cycle

Nick Fury tells him that the Spider-Cycle can make it in a minute and a half if he isn’t scared to climb on. Spider-Man climbs on and turns it on making it go. Spider-Man tries hard to control the thing and manages to not run anyone over. He shoots a hole in the wall but it leads to him falling down the Helicarrier. He thinks that he can use another parachute but finds that the web-shooters have run out of web. Nick Fury contacts him from the Spider-Cycle’s computer. He tells Spider-Man to hit the button with the web icon and to hold on tight. Spider-Man does that and finds that the Spider-Cycle shoots web as well. Nick Fury tells him that it is the web tracker and that it can shoot web at different locations. Spider-Man tells him that it is great but he is running out of room. Nick Fury tells him to hit the thrust button and he does that making it go fast and to another location. Spider-Man asks if it is impossible, Dr. Connors appears on the screen and reveals that he invented the bike to ride smoothly at any angle and tells him to try it again. Spider-Man does that landing on the main TV screen with J. Jonah Jameson still complaining about the destruction and he makes the Spider-Cycle make a silly moustache on Jameson’s own moustache. Spider-Man goes through different locations before getting on the road. Nick Fury angrily asks him what’s wrong and tells him that it looks like he had never driven before. Spider-Man tells him that he doesn’t have a learner’s permit. He manages to get the Spider-Cycle to jump over people; he also manages to miss a truck, and jumps over a bus in a construction of a road.

Spider-Man Meets The Team

Spider-Man finds himself going to crash before he is saved by the male in the space suit. The male in the yellow and black costume saves the truck and the female white cat costume stops the Spider-Cycle. Spider-Man tells them that he didn’t need help and asks who they are. The male in green introduces himself as Iron Fist, a kung fu master with fists made of iron. The female white cat introduces herself as White Tiger, an acrobatic ninja with steel claws and cat powers. Before she can introduce him to the big guy, the male in yellow and black calls himself Power Man, (since if Spider-Man calls himself Spider-Man then he is calling himself Power Man) a guy with super strength and unbreakable skin. White Tiger agrees on it before Spider-Man asks who the male in the space suit is and jokingly asks if he is called “Captain Bucket-Head”. The male in the space suit introduces himself as Nova, the human rocket. Spider-Man tells them that he has to get back to HQ and reveals that he is in S.H.I.E.L.D. before Power Man reveals that the four of them are with S.H.I.E.L.D. as well making Spider-Man shocked and upset.

Spider-Man Leaves

On the S.H.I.E.L.D. Helicarrier, Spider-Man complains that he didn’t sign up to be part of a team. Coulson tells him that it’s a training program and tries to explain but Spider-Man leaves. White Tiger believes that she has won the bet that she made earlier. Spider-Man joins Nick Fury in an elevator. Nick Fury asks if he is leaving with Spider-Man admitting it. When they reach the bottom, Nick Fury explains to Spider-Man that the four other trainees are just like him at crossroads. He also tells him that they could use guidance from someone like him who’s been at this for a while. Spider-Man tells him that they may be cool but he is saying no because he can’t be responsible for what happens to a bunch of rookies. Nick Fury tells him that he understands about what happened to Uncle Ben but at some point, he is allowed to forgive himself and start over. He also tells Spider-Man that he wouldn’t make this offer if he didn’t see the potential in him or the other four to be the next generation of great heroes: to be the next Avengers. He also reveals that the four have the training and he has the world experience and that they’re willing to give him a chance if he can give them a chance. Spider-Man takes off his upgraded web-shooter and gives it to Nick Fury by telling him that it may be great but he still can’t take the chance.


Spider-Man is sitting on a building with his shoulder angel and devil arguing about his decisions. Spider-Man senses something and tries to find it before he is blasted by a sonic wave onto a building. He is pinned down and looks up to see that the three of the Frightful Four have returned. The Wizard comments that this is their second round and that he has lost. Spider-Man asks them if it wasn’t enough that he kicked their butts in front of the school kids and now that the whole city is going to watch. The Wizard tells him that he has overestimated his chances, even if they lack a fourth member; there are still three of them and that Spider-Man is always alone. The Wizard places one of his discs on Spider-Man’s chest to make him float, Thundra grabs him with her chain ball weapon and throws him and throws him again. Spider-Man tries to shoot webs at her but the web floats. The Wizard reveals that his web is caught in the same anti-gravity field as he is. The Wizard tells Klaw to hurt him with his sonic sound which Klaw does with The Wizard shooting him as well. Klaw tells him that he is out with The Wizard examining him and believing that they can now bring him to their client.

The Team vs. The Frightful Four

Spider-Man wakes up and kicks The Wizard. Spider-Man asks the Frightful Four who their client is but Thundra believes that she preferred Spider-Man unconscious and attacks him with a water lid of a water tank. She is about to crush him before Power Man stops her. White Tiger jumps on Spider-Man with Spider-Man telling them that he had everything under control with White Tiger commenting about the part where he didn’t and frees him from the anti-gravity disc. Klaw attacks them and Thundra knocks Power Man into the water tank which bursts the water out. Thundra falls but Spider-Man saves her. The lid of the water tank falls but Spider-Man saves the people down the building. Before Thundra can say bad words, Spider-Man ties her up and tells her that the kids are watching. The Wizard uses his anti-gravity disc on Power Man and puts up in the air to fall down the building before Nova destroys the disc and Spider-Man saves Power Man. The Wizard fires at Nova but Nova’s own fire power blasts him. White Tiger is busy teasing Klaw about being tough and thinks he is a lot of noise before getting knocked out by Klaw. Spider-Man saves her with White Tiger telling him that she can save herself with Spider-Man commenting about the part where she didn’t. Spider-Man tells the four that if they want to save someone, they should look down there. They see the people down the building with Spider-Man tells them that they can defend themselves but the people can’t and tells them that he’s got the Frightful Four and that they should go protect and serve. White Tiger tells the other three to do what he said. Klaw and The Wizard attack Spider-Man but he throws the anti-gravity discs at Klaw and The Wizard. Klaw fires his sonic wave at him but hits at Daily Bugle screen with Nova saving the people. Klaw manages to get Spider-Man and attacks Iron Fist. Iron Fist defeats Klaw with his punch and Spider-Man saves Klaw from falling. Power Man breaks the metal hand on Klaw before knocking him out. The Wizard appears and shoots White Tiger, Power Man and Nova. He reveals that his power gloves are charged to the maximum. Spider-Man defeats him putting his gloves together blasting him.

Failure To Capture Spider-Man

Jameson is criticizing the team getting into a fight with the Frightful Four. Dr. Octavius and Norman are also watching. Norman tells Dr. Octavius that his agents failed and tells him that he will not tolerate failure with Dr. Octavius telling him that he understands.

Spider-Man's Deal

On the Helicarrier, Spider-Man has finally accepted on being on a team and has joined S.H.I.E.L.D. again. Spider-Man tells Nick Fury that he will join his super hero training program but he also wants solo time with Nick Fury accepting it. They shake hands before the web parachute appears and lands on them.

The New Students

At Midtown High, Peter believes that everything is back to normal before hearing Flash Thompson calling out to him about “Locker Knocker Time”. Flash runs towards him but Peter is pulled out of the way for Flash to get himself stuck in the locker. Peter looks to see who saved and sees four students that he has never met before. They introduce themselves as Danny Rand, Luke Cage, Sam Alexander and Ava Ayala. Peter immediately recognises them as his new S.H.I.E.L.D. teammates. Sam reveals that Nick Fury also gave them the “Me Time” away from S.H.I.E.L.D. and Luke tells him that their secret Identities are safe with them. Peter makes an excuse to see the principle. He asks that he needs an immediate transfer but is denied. The principle is revealed to be Coulson who has replaced the old principle to keep an eye on him and his team. Peter is angry but then becomes glad that Flash is in the locker and not him.


Main Characters

Supporting Characters


Other Characters



Coming soon.

Marvel references

Coming soon.



White Tiger: You are supposed to be tough Klaw. I think you're just a lot of noise.


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