Return of the Sinister Six
2, 25
Air date November 3, 2013
Written by Man of Action & Scott Mosier
Directed by Phil Pignotti
Episode Guide
Sandman Returns


One on one these guys are tough enough but six at one time!

Return of the Sinister Six is the 25th episode of the second season of Ultimate Spider-Man. It aired on November 3, 2013.


Spider-Man and his team are tested by a surprise attack from Doctor Octopus' newly-formed Sinister Six.



Main Characters

Supporting Characters


Other Characters



  • Spider-Man: Well, there's some iron for your diet.
  • Iron Patriot: Surrender, sewer creature! [Cries Out] [Grunts] You don't realize the power I possess!
  • Spider-Man: I should explain a few things here. You see Iron Patriot is really Norman Osborn in hi-tech armor. Yeah, that Norman Osborn. Father of my best friend Harry and the villain formerly known as the Goblin. He's doing better now. Well, sort of. and the scaly, angry reptile, the Lizard? That's really my pal, Doc Connors. He's not quite himself today. But I'm here to help. I don't know what Norman's doing.
  • Iron Patriot: Stay still, Connors!
  • Lizard: [Snarls]
  • Iron Patriot: Fine. move it your way. [Grunts]
  • Lizard: [Snarls]
  • Spider-Man: Whoa! Hey, partner! Maybe try to show a little self control! No to mention aim a little better. I mean -- yeesh. That's not good. Don't worry! I got it! Oh, no! Don't stop on my account!. I'm only about to get squashed over here! Hey, partner, not sure I can hold this up much longer.
  • Iron Patriot: [Grunts]
  • Lizard: [Growls]
  • Iron Patriot: You won't escape that easily!
  • Spider-Man: You think maybe before you chase after him you could help me, you know not be crushed to death? [Sighs] Thanks for the help. Victory dance? Oh, yeah. Uh-huh. All right. Yea.
  • Iron Patriot: There's nothing to celebrate.
  • Spider-Man: It was just a little Cupid shuffle.
  • Iron Patriot: Before I had to let him to save you, I managed to grab this.'
  • Spider-Man: Doc Ock teched up the Lizard?
  • Iron Patriot: Yes. But the unprincipled thief use by my technology as a starting place.
  • Spider-Man: Wait a sec. What's that? It looks like--
  • Iron Patriot: Some kind of formula.
  • Spider-Man: Exactly. Maybe this was left on purpose. Maybe we were supposed to find it. Looks like thus situation doesn't stink as bad as we thought. [Sniffs] [Cringes] All right, I take that back.
  • Phil Coulson: And you say that you found this formula on the walls of the New York system?
  • Peter Parker: Exactly, Agent Coulson. It's incredible. I've broken it down and figured out that it's some kind of serum compound. I think Doc Connors did it. I think he finally figured it out. This formula is a DNA trigger. It can reverse Connors' abnormal genetics like an on and off switch. Do you know what that means? He wants to be cured. Otherwise, why write out the formula? It's like a cry for help. and I'm gonna help him.
  • Phil Coulson: Don't you think it's a little premature to--
  • Nova: Hey, Webhead, you gotta come check this out.
  • Norman Osborn: Director Fury, the time has come to be proactive. or Octavius is going to use my technology to supercharge every villain in the world.
  • Spider-Man: This is weird. I know Norman's cured and all, but seeing him with Fury like this, I don't know.
  • Power Man: Listen, we all know this ain't normal.
  • White Tiger: Yeah, last guy that yelled at Fury left the Tri-Carrier through a window.
  • Spider-Man: [Screams]
  • Power Man: At least Fury that Norman Osborn knows his tech-talk. Besides, I think this is one of those "Keep your friends close, but your enemies closer" situations.
  • Spider-Man: Gotcha. Cause Norman was a friend then an enemy. Now he's a friend but will he stay that why? So we're leeping him close because he could possibly be both. Ahh. brain freeze.
  • Power Man: Yeah, something like that.
  • Nova: Enlightement is not easily achieved.
  • Spider-Man: Well, I'm gonna vote good day.
  • Phil Coulson: Director Fury, you need to see this.
  • J. Jonah Jameson: Bugle breaking news. We've just got word that Ryker's Island prison is under attack. A massive breakout is under way and the prisoners are escaping! No doubt Spider-Man is some how involved in this mayhem and destruction.
  • Nova: Oop! There it is!
  • Spider-Man: Well, at least he's consistent.
  • Nick Fury: All right, team. Get lock up and loaded and head out.
  • Iron Patriot: I'm going, too. Don't try and stop me, Fury.
  • Nick Fury: Keep an eye on Osborn. and remember to keep your friends close.
  • Spider-Man: Ahh! Brain freeze again! Break off into teams. Team One start re-captoning the prisoners.
  • Power Man: On it.
  • Spider-Man: Team Two, get control of the fine and seal the exists.
  • Nova: What are you gonna do?
  • Spider-Man: I'm gonna make sure no one's sneaking out the back door.
  • Iron Fist: [Grunt]
  • Power Man: Really? and you call yourself a bad guy.
  • White Tiger: Hiyah! Don't get cocky, Power Man. Leave that to the Webhead.
  • Spider-Man: [Grunts]
  • Prison Guy: No way! Whoa!
  • Spider-Man: This prison break is bad. But there's not one reason my team can't take care of this. [Grunts] Okay, maybe there's six reasons.
  • Doctor Octopus: Our common enemy: Spider-Man. The very reason I have freed my allies.
  • Spider-Man: You know, I'm flattered and all but feel free to pick another common enemy. That's totally cool with me.
  • Doctor Octopus: We ere just about to tear New York City apart looking for you. How nice of you to come to us.
  • Spider-Man: It's been awhile since I kicked your butts.
  • Doctor Octopus: Indeed. But now, why don't you try to "Kick the butts", of the new and improved technologically advanced Sinister Six!
  • Lizard: [Growls]
  • Spider-Man: The Lizard, you already know about him.
  • Electro: [Yells]
  • Spider-Man: Not a big shock to see Electro here. Heh. Pun.
  • Kraven the Hunter: [Growls]
  • Spider-Man: Kraven. with this new tech, he's hunting for a rematch. Speaking of tech, the Rhino doesn't know when to quit. His armor's got armor! Check out that crazy teched out tail on Scorpion. and your arch enemy and mine, the king of creepy, Doctor Octopus. Hmm. Quite the boy band you brought together, Doc. WHy don't you just skip to the break up and save everyone the tourture. Especially me. Ahh! Hiyah!One one one, these guys are tough enough but-- Whoa! Six at one time?
  • Doctor Octopus: Don't forget about your friend Spider-Man. He wants to play too.
  • Lizard: [Roars]
  • Spider-Man: Yo team! I need to even the odds! Doc Connors, it's me! I'm your friend, remember? Ahh!
  • Doctor Octopus: Yes, your friend. He's going to help us destroy you and your team!
  • Spider-Man: Heh. Talk about being in the wrong place at the wrong time.
  • Electro: Did someone ask for a light? [Laughs]
  • Kraven the Hunter: You can run!
  • Spider-Man: [Grunts]
  • Kraven the Hunter: But you cannot hide.
  • Scorpion: [Yells] Your denise is inevitable.
  • Spider-Man: Doc Connors, it's me! I know you can hear me! I know you're reaching out to me. [Grunts] Not that way! [Screams] Whoa! Whoa! Whoa! Whoa! Whoa! [Grunts]
  • Doctor Octopus: Scorpion, if you would be so kind as to help the Spider-Man and end very existence.
  • Scorpion: It wold be my honor. [Grunts]
  • Electro: [Yells]
  • Iron Fist: Hiyah!
  • Rhino: [Grunts]
  • Spider-Man: Whew. now that's what I call back up. go team go. All right guys, let's set formation.
  • Iron Patriot: Power Man, Take Rhino. White Tiger, Kraven. Iron Fist, the Scorpion. Nova attack Electro.
  • Spider-Man: Yeah, uh, guys, let's uh--
  • Iron Patriot: Spider-Man, you handle the Lizard and I will deal with Doctor Octopus.
  • Spider-Man: Uh, sure, yeah.
  • Iron Patriot: Remember that their weakness to purely psychological. They don't believe you can win.
  • Electro: [Grunts]
  • Power Man: [Grunts]
  • Rhino: You wanna trade fists with me?
  • Power Man: Are you kidding? It's my favorite game.
  • Nova: I wanna see you dance, Chump! Ha! Ha! Missed me!
  • Doctor Octopus: [Grunts]
  • Spider-Man: Wow. Norman's kind of a natural leader. Maybe we were worried for nothing.
  • Iron Patriot: Spider-Man!
  • Spider-Man: Are you sure?
  • Iron Patriot: Yes. We can handle these villianous gnats.
  • Spider-Man: Okay. "Gnats"? Was that a bug joke at my expense. Well, anyway, seems like he's got things under control and I want to help Doc Connors so win-win.
  • Lizard: [Snarls]
  • Kraven the Hunter: Have you learned nothing since our last encounter, child?
  • White Tiger: LEt me show you how much I've learned, Kraven. When I bounce you right back into tour cell.
  • Iron Fist: You should not be here, Scorpion.
  • Scorpion: My defeat in K'Un Lun only fueled my need for revenge against you. Now better to achieve it than to join your enemies?
  • Iron Fist: [Grunts]
  • Electro: Hey, boys! Anybody wanna switch partners?
  • Scorpion: Gladly!
  • Rhino: [Grunts]
  • Power Man: Kiyah!
  • White Tiger: Hiyah!
  • Doctor Octopus: [Laughs]
  • White Tiger: [Cries Out]
  • Power Man: I got you.
  • Scorpion: [Grunts]
  • Iron Patriot: Stick to my orders!
  • Power Man: Your orders aren't working anymore. [Grunts]
  • Electro: [Grunts] You're just no excuting them correctly.
  • White Tiger: We're a little busy trying to get executed.
  • Nova: They're slamming us.
  • Iron Patriot: Then fight harder!
  • Doctor Octopus: [Laughs] You were more intimdating as a villain. As a hero, not so much.
  • Iron Patriot: And you are not intimidating in the least. You are a tentacled troll with an interiority complex. and I will bring you to justice.
  • Doctor Octopus: To justice? You really are trying to play the hero?
  • Iron Patriot: O am not playing, Octavius.
  • Doctor Octopus: Then you are a fool! and even more of a fool to think that I do not have the means to deal with the likes of you.
  • Iron Patriot: Deal with this!
  • White Tiger: Hey, watch out! You almost hit us! I never thought I'd say this, but I want the web-slinger back. Where'd he go?
  • Spider-Man: Ugh. I swear I saw the Lizard come this way. Ahh!
  • Lizard: [Growls]
  • Spider-Man: Doc, we can help you. I've got the cure right here. The one you wrote on the walls. Whoa! I know you can hear me. I know that you meant for me to make this cure for you.
  • Lizard: [Roars]
  • Spider-Man: Jeez, it's your formula, dude. All right, well, let's see if it works. Here goes nothing. Oh. [Cries Out] [Grunts] He could have just said no.
  • Iron Fist: You dishonor yourself, and our home.
  • White Tiger: This won't be like last time, Kraven! Whoa! [Grunts]
  • Nova: [Strains]
  • Electro: [Laughs]
  • Nova: [Cries Out]
  • Rhino: This is fun! [Laughs]
  • Spider-Man: Power Man! My team!
  • Lizard: [Growls] [Snarls]
  • Doctor Octopus: Gentlemen, let's give this so-called Iron Patriot a proper, sinister sitlutation.
  • Iron Patriot: You will pay for your insolence!
  • Doctor Octopus: It was never a question of if we would win, but a question of how easily.
  • Iron Patriot: [Grunts] [Cries Out] [Grunts]
  • Scorpion: It appears we have won!
  • Rhino: Go ahead.
  • Electro: End it now.
  • Doctor Octopus: [Laughs] You wanted to be a hero.
  • Norman Osborn: [Grunts]
  • Doctor Octopus: Now you want to suffer a hero's defeat?
  • Spider-Man: I don't like the looks of those whatever they are.
  • Doctor Octopus: Oh, don't worry, Spider-Man. I don't want him to be a hero. I want him to live as the monster he really is.
  • Spider-Man: No! Ahh!
  • Doctor Octopus: Maybe we should see what the Goblin serum does to you, Spider-Man?
  • Spider-Man: Ugh, yeah, I vote no. Sorry, Ock, I already had my vitamins today.
  • Doctor Octopus: [Cries Out]
  • Spider-Man: [Grunts]
  • Doctor Octopus: Ahh! Lizard. End him.
  • Lizard: [Cries Out]
  • Spider-Man: Whoa!
  • Doctor Octopus: Now I can finally deal with my other hated enemy.
  • Spider-Man: Not so fast, ugly! Ahh! Got to stop Ock from injecting Norman. but first-- [Strains] [Grunts] Now, let's see if this formula really works. Whoa!
  • Lizard: [Roars]
  • [Lizard transform back into Doc Connors]
  • Doctor Octopus: [Yells]
  • Norman Osborn: [Groans]
  • Spider-Man: Norman!
  • Doctor Octopus: You dared to save the good doctor, but this fight is far from over!
  • Spider-Man: That was Goblin serum! Do you have any idea what you've one, Ock?
  • Norman Osborn: No, no!
  • [Norman Osborn transform into Green Goblin]
  • Doctor Octopus: [Laughs] I know exactly what I've done. I've won. Get him!
  • Electro: I don't know about you, but I'm having a blast here.
  • Rhino: [Yells]
  • Electro: [Grunts] Stand still, would ya?
  • Doctor Octopus: Kraven, Grab Connors.
  • Kraven the Hunter: Do not order me.
  • Doctor Octopus: Just do it!
  • Spider-Man: I just got the Doc back and there's no way you're taking him away again. [Grunts]
  • Doctor Octopus: This is your true for, Goblin. You've always known this. and it's in your true form that you shall be destroyed by my Sinister Six.
  • Green Goblin: No! It's you that shall be destroyed! [Yells]
  • Doctor Octopus: Get of me! Stop! Help! Help me, you fools! No!
  • Spider-Man: Hey, ladies. Who wants to play a game of tech tag?
  • Rhino: [Yells] [Groans]
  • Spider-Man: You're it, Horn-head. Now you!
  • Scorpion: [Strains]
  • Spider-Man: [Grunts] Finally, a little bowling for pinheads.
  • Kraven the Hunter: [Grunts]
  • Spider-Man: Strike!
  • Rhino: [Pants]
  • Green Goblin: [Grunts]
  • Rhino: [Groans]
  • Green Goblin: No one controls the Goblin!
  • Spider-Man: Uh, thanks? This whole your friends close and your enemies closer" thing is getting more confusing by the minute.
  • Spider-Man: [Grunts]
  • Green Goblin: All this time, you've had it all wrong, Octavius. I've a;ways been your master.
  • Doctor Octopus: [Cries Out]
  • Green Goblin: [Laughs] Look what we have here. and look what we have there! [Laughs]
  • Kraven the Hunter: I will end this hunt now!
  • Spider-Man: Heh. You know, you say that every time.
  • Kraven the Hunter: [Cires Out]
  • Spider-Man: Hey, sparky. Time to unplug. I can't believe it. I think I won.
  • Green Goblin: [Laughs] Won? On the contrary, Spider-Man, you have lost everything.
  • Spider-Man: No! I won't let you take them! Gah! These gloves! Norman, no, don't do this!
  • Doc Connors: Spider-Man.
  • Spider-Man: Doc.
  • Doc Connors: You did it. You saved me.
  • Spider-Man: YEah, but I've got a lot more saving to do.



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