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The Avenging Spider-Man: Part 1
3, 1
Ultimate-Spider-Man-02-16x9-1
Air date August 31, 2014
Written by Paul Dini
Directed by Roy Burdine
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The Avenging Spider-Man: Part 2
Welcome to the Avengers, Spider-Man.
 

The Avenging Spider-Man: Part 1 is the first episode of season three of Ultimate Spider-Man.

Synopsis[]

Spider-Man's dream of joining the Avengers becomes a nightmare when Loki switches bodies with him, turning his new teammates against him.

Plot[]

Characters[]

Main Characters[]

Supporting Characters[]

Villains[]

Other Characters[]

Cast[]

Quotes[]

  • Thor: Greetings, Spider-Man. Perhaps when you are finished, you'd care to join us.
  • Nova: The Avengers want you?
  • Spider-Man: They said they were interested, But I never expected to join soon. I'm not sure I'm ready.
  • Iron Fist: When you let go of the hero you are, you become the hero you might be.
  • Power Man: Go. We'll drop the trash on Fury's desk.
  • White Tiger: I'm a little jealous, Spider. But happy for you.
  • Spider-Man: Oh, man. Lump in my throat-- [Clears throat] Catching voice, don't think leaving my old team would be so hard. How do I say goodbye to them?
  • Hulk: You gonna sit down? Or just keep o yourself?
  • Spider-Man: Um... bye, guys.
  • Captain America: Welcome to the Avengers, Spider-Man.
  • Spider-Man: Wa-hoo! This is awesome!

  • JARVIS: Welcome to your first day in Avengers Tower, Spider-Man. Mr. Stark has required you join the team in the second door down the left corridor.
  • Spider-Man: Thanks, JARVIS. Gotta remember to not act like a clueless newbie. Avenger's Spidey is confident, cool, ready for anything. Spidey in the house, Avengers! Huh? Oh, man! Me and my big mouth! Whoa! Okay, okay. I get the gag. Rough up the new guy, see if he can take it. Oh, okay. I'm cool. weird, nasty fork things, no problem. I got this. Big robots? Come on! Who's next? who's next?
  • JARVIS: Intation test completed.
  • Spider-Man: Test? more like final exam of doom.
  • Tony Stark: Hawkeye, he beat your time by three seconds.
  • Hawkeye: Pshh. dumb lock.
  • Spider-Man: [Grunts] You treat all your new members this way?
  • Tony Stark: Yes. Yes, we do.
  • Black Widow: No hard feelings. Your official Avengers I.D.
  • Spider-Man: The superhero's all-access pass.
  • Tony Stark: I made an upgrade to your S.H.I.E.L.D. tech. It works in tandem with your web shooters, broadcasts over an "Avengers Only" Frequency, and-- whoa! Careful, kid. You'll set off the taser guards.
  • Spider-Man: Thanks! Any other surprises I should know about? [Grunts] Wow! White Tiger would freak to have a gym on the ceiling. This is really all for me?
  • Black Widow: All the Avengers have living quarters in the tower.
  • Spider-Man: But I'm not ready to leave my-- other place.
  • Hawkeye: He probably still lives in his folks' basement.
  • Spider-Man: I keep my private life private. And F.Y.I, I have my own bedroom.
  • Black Widow: Maybe so, but we're not wearing masks. I wonder if you trust as much as we trust you.
  • Captain America: I trust him, Black Widow. That counts for something. You don't have to deal with the secret identity business until it feels right, Spidey.
  • Spider-Man: Thanks, Capt. I appreciate you guys respecting my privacy.
  • Hulk: [Growls]
  • All: [Yelp]
  • Hulk: Noogie welcome patrol!
  • Spider-Man: [Screams]
  • Hulk: Noogie, noogie, noogie, noogie, noogie.
  • Spider-Man: And the Hulk is one more reason to keep bunking at Aunt May's. Hey, bud. [Groans and crashes]
  • All: Avengers assemble!
  • Spider-Man: Avengers assemble! I always wanted to say that.
  • J. Jonah Jameson: The Avengers ruined the team by enlisting the Wall-Crawling Mance known as "Spider-Man".
  • Spider-Man: Get ready to eat those words, J. Jonah Jerkface. Spidey's playing a whole new game.
  • Video Game Voice: Round one, Fin Fang Foom!
  • Spider-Man: [Grunts] Ha! Yah! [Screams]
  • Hulk: [Grunts]
  • Captain America: You broke attack formation, left Hawkeye and Iron Man vulnerable on the monster's left flank.
  • Spider-Man: But I still won, right?
  • Captain America: You may have winged it on your old team, but on this one, we follow orders. All of us. You got that?
  • Hulk: Hey, don't let the Flag Man get to you. You did great.
  • Video Game Voice: Round two, Attuma!
  • Black Widow: [Grunts]
  • Captain America: Spider-Man, on your right!
  • Spider-Man: Yes, sir. [Grunts]
  • Video Game Voice: Bonus stage! Spidey versus Batroc!
  • Batroc: [Laughs Maniacally] Wah!
  • Spider-Man: Once french fry to go, back to jail!
  • Batroc: Leap! leap! Quel est? [Laughs] On;y ze harmless little mosquito. [Screams]
  • Spider-Man: Ha!
  • Batroc: [Groans]
  • Spider-Man: Looking for this?
  • Nova: [Sarcastically] Oh, wow, guys. It's an Avenger.
  • Spider-Man: Hey, I-- I just thought I'd help out. It's been a while, and-- [Quietly] I--I miss you guys.
  • Power Man: How's that?
  • Spider-Man: [Sighs] I miss you guys.
  • Batroc: [Groans]
  • Iron Fist: It's good to see you too, Spider, but--
  • Batroc: [Groans] Leap.
  • White Tiger: Yee-yah! We can handle our own mission without an Avenger showing us up.
  • Iron Fist: To be honest, it really hasn't been the same without--
  • Woman: This Avenger stopped that evil french guy!
  • Spider-Man: Uh, listen, these guys are the real heroes.
  • All: [Crowd] Spidey! Spidey! Spidey! Spidey! Spidey! Spidey!
  • Spider-Man: No, you don't understand. Uh, guys, wait!
  • All: [Crowd] Spidey! Spidey!

  • Doctor Octopus: [Gasps] What have you done to me?
  • Loki: Sheathed you in Asgardian armor, the same metal from which was fashioned the all-powerful Destroyer. Even Mighty Thor has no defense against it.
  • Dr. Octopus: Fascinating. So what's my role in your grand scheme?
  • Loki: I don't want to attract Thor's attention too soon, so my first attack on Midgard will be through science, not sorcery. Specifically, that intriguing invention of yours. Venom.
  • Dr. Octopus: Sorry, I'm fresh out.
  • Loki: You created it once from Spider-Man's blood. You can do so again. and I'll unleash it upon the most fearsome monsters in the realms, all under my mystic command.
  • [Thumping]
  • Dr. Octopus: With that much Venom, you could destroy the world.
  • Loki: I promise to leave enough for you to rule. That is, if you help me.
  • Dr. Octopus: Very well. I'll need a sample of Spider-Man's blood.
  • Loki: That, my friend is as good as done.
  • (At Avengers Tower)
  • Hulk: [Grunts] Yo, Bug-Man, there's a new All-You-Can-Eat Diner that needs to be put to the gutbuster test. You in? Huh. More for me then.
  • Spider-Man: Being an Avenger rocks, but I only take so many Hulk gutbusters and noogies. I need some Spidey "me" time. [Sighs] Nothing like a nice, relaxing swing. [Screams] [Groans] You!
  • Loki: Now, that's how I like to see a Spider. Squirming, helpless, and about to be crushed. [Laughs Maniacally]
  • Spider-Man: Loki!

  • Spider-Man: I'm hoping this thing has some sort of Avengers alert. [Screams] [Groans] I just got that!
  • Loki: Poor Spider. All alone without your teammates.
  • Spider-Man: Don't need 'em. [grunts]
  • Loki: [Groans]
  • [Rumbling]
  • Spider-Man: That should keep him busy.
  • Loki: [Grunts]
  • 'Spider-Man: For about two seconds. Oh, no!
  • [Glass shatters]
  • Spider-Man: [Groans]
  • [Glass rumbles]
  • Spider-Man: [Sighs] Okay. Now, you're in for it, pal.
  • Loki: [In Hypnotic Tone] You are weak, Spider-Man. Weary. sleep.
  • Spider-Man: [Groans]
  • Loki: Sleep.
  • [Crashes]

  • Spider-Man: (In Loki's body) [Groans] No, no, no, no, no, no! This is worse than the time he turned me into a pig. At least then, I was sort of cute. Okay, the important thing is not to panic. Gotta stay calm. simply explain what happened before the others jump to the wrong conclusion and-- [yelps] smash me.
  • Hulk: Smash you? Good idea.
  • [Thumping]
  • Hulk: [Screams]
  • Spider-Man: (In Loki's body) [Groans]
  • Captain America: You take M.O.D.O.K. Nice shot, Widow.
  • Black Widow: [grunts] Congratulations, gentlemen. We're each battling a thousand.
  • Hawkeye: I'm getting sick of life model decoys. Give me a real target any day.
  • Spider-Man: (In Loki's body) [Groans]
  • [Crashes]
  • Hawkeye: Hey! There you go.
  • JARVIS: Warning. Hulk reports a breach of tower security by Loki.
  • Spider-Man: (In Loki's body) No, wait-- [Groans] I'm not-- [Yelps] Really! [Grunts] [Groans]
  • Iron Man: Loki?
  • Spider-Man: (In Loki's body) That's right.
  • Iron Man: (Growls)
  • Spider-Man: (In Loki's body) Uh-oh! I mean, that's wrong! [Screams] [Groans] Finally, if anyone can tell I'm not the real Loki, it'd be you, right? [Gasps]
  • Thor: More trickery from the prince of lies.
  • Spider-Man: (In Loki's body) Whoa, whoa, whoa, wait!
  • Thor: Be gone! [Grunts]
  • Spider-Man: (In Loki's body) [Groans] But I'm really Spider-Man! [Groans] How come I'm still alive?
  • Spider-Man: (In Loki's body) It must be that crazy Asgardian invulnerability.
  • J. Jonah: I told you Spider-Man was no good.
  • Spider-Man: (In Loki's body) How the heck does he know?
  • J. Jonah: Last night, New Yorkers proclaimed Spider-Man a hero. Breaking News! Right now, he's attacking the city with a legion of monsters.
  • Spider-Man: (In Loki's body) Those monsters look like... Venom! But where'd they come from?
  • Loki: (In Spider-Man's body) Forward! Bring this city to its knees!
  • Spider-Man: (In Loki's body) So that's what Hornhead is really up to? Wrecking the city and setting me up to take the fall?
  • J. Jonah: His trusting teammates, the Avengers.
  • Loki: (In Spider-Man's body) Don't worry, New York. There's more where that came from. [Laughs Maniacally]
  • Spider-Man: (In Loki's body) No!

  • Spider-Man: (In Loki's body) Fly me to Loki, the real one! [Groans] Whoa! [Groans] Loki doesn't fly? I thought Loki flew. I've got to get to him somehow. [On a bus] I'm going to a comic convention.
  • All: [Screams]
  • Spider-Man: (In Loki's body) Looks like my stop anyway.
  • [Snarls]
  • Spider-Man: (In Loki's body) A Thor-sized wolf covered in Venom. I'm starting to think an Asgardian rat might be working with an Earth octopus. [Grunts] Not sure how this thing works, but it protects Loki. Maybe if I concentrate. What's your hurry, Rover? How about another shot? It's no Spidey Cycle, but it'll have to do.
  • Falcon: Let's take 'em down! [Grunts]
  • Hulk: [Grunts]
  • Falcon: I had no idea Spider-Man had such power or was so deliberately evil.
  • Thor: He's not, Falcon, we acted too rashly. If it were truly Loki who invaded our tower, he would have battled us without mercy. Spider-Man tried to warn us. This invasion is Loki's true plot--
  • Symbiote Ulik: [Growls]
  • Thor: [Screams]
  • Falcon: [Groans]
  • Thor: Mjolnir, to me! [Grunts] Away from us, Troll!
  • Ulik: [Groans]
  • Thor: Ulik, so you have had a hand in this mayhem too.
  • Ulik: I don't remember how I came to be here or why you attack me. But I do remember I hate you, Thunder God!
  • (Symbiote attached to Ulik)
  • Thor: It seems my brother Loki has made you his pawn, Troll. Let us call a truce and fight him together.
  • Ulik: Ulik, the savage, allied with the hated son of Odin? Never! [Screams]
  • Thor & Symbiote Ulik: [Grunt]
  • Thor: [Groans]
  • [Snarls]
  • [Growls]
  • Iron Man: That's enough of that.
  • [Missiles exploding]
  • Iron Man: [Screams]
  • Thor & Hulk: [Screams] [Groans]
  • Hulk: [Groans] [Screams]
  • Thor: [Grunts] This black ice chills my soul.
  • Hulk: [Grunts] It's called "Venom. Hard to control. Even harder to smash. [Grunts]
  • Loki: (In Spider-Man's body) Glorious! But I crave a better view of Thor's defeat. Well, why not? when in Rome-- Let's fly, web! Idiotic mortal contraption! [Grunts] [Groans] [Grunts] Surprisingly laborious process. Even with this spider power am I sweating? Ugh, disgusting! Ugh! That stench! Doesn't he wash this ridiculous costume? [Screams] [Groans]
  • Spider-Man: (In Loki's body) I'll make you a two for one deal, chuckles.
  • Loki: (In Spider-Man's body) [Grunts]
  • Spider-Man: (In Loki's body) I'm going to send both you and my costume... To the cleaners!
  • Loki: (In Spider-Man's body) [Groans]
  • Spider-Man: (In Loki's body) Get it? No?
  • Loki: (In Spider-Man's body) [Groans]
  • Spider-Man: (In Loki's body) Well, you're Asgardian. You probably have laundry gnomes to do your clothes. If you were from here, you would from here, you would have found that mildly amusing.
  • Loki: (In Spider-Man's body) [Groans] [Mumbling]
  • Loki: (In Spider-Man's body) Of course, you realize you're only hurting your own body. That will ache like the blazes when we switch back.
  • Spider-Man: (In Loki's body) Oh, yeah? Well-- [Groans] I'll bet that'll hurt in the morning.
  • Loki: (In Spider-Man's body) Oh, please. To an immortal, that's not even a stubbed toe.
  • Falcon: [Groans]
  • Black Widow: [Grunts] [Gasps]There's no end to these things. We've got to hold them here.
  • Iron Man: Sooner or later, Loki's bound to show himself. We take him, we take down the creatures.
  • Captain America: [Grunts] You heard Iron Man. Let him have it, Falcon!
  • Falcon: [Grunts]
  • Captain America: Well done, Hawkeye. [Grunts] This'll quiet them down. In the meantime keep them tangled up until we know what to do with them.
  • Spider-Man: (In Loki's body) I'm warning, I know how to use this!
  • Loki: (In Spider-Man's body) You simply triggered a protection spell I put on my spear should my life be threatened. You can't possibly wield its full power.
  • Spider-Man: (In Loki's body) Uh, bibbity, bobbity, blast him!
  • Loki: (In Spider-Man's body) Magic is knowledge, and you haven't learned the proper way to use it.
  • Spider-Man: (In Loki's body) There's always my way. [Grunts]
  • Loki: (In Spider-Man's body) [Groans] That was a poor choice. [Grunts]
  • Black Widow: There!
  • Iron Man: It's Loki.
  • Spider-Man: (In Loki's body) I'll take that. Now, the real fun begins.
  • Loki: (In Spider-Man's body) [Gasps] [Groans]
  • Spider-Man: [Groans] Ow!
  • Loki: I told you not to hurt yourself. (To Avengers) Avengers, It's me, Spider-Man! I have Loki! He's escaping! Stop him!
  • Spider-Man: What?
  • Captain America: Avengers, take Spider-Man down!
  • Spider-Man: [Gasps] Uh, no! Wait! It's me!

Trivia[]

  • When Loki takes control of Spider-Man and possesses his mind, Doc Ock mentions that he must make note of it, referencing his doing so in the comics in the Dying Wish storyline and The Superior Spider-Man comics.
  • When Spider-Man and the Avengers battle various villains, each individual fight is depicted as if it were a fighting video game. Spidey, Captain America, and the Hulk are given their stances and movements from the Marvel vs. Capcom video game series.

References[]

Source[]

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