The Avenging Spider-Man: Part 1
3, 1
Air date August 31, 2014
Written by Paul Dini
Directed by Roy Burdine
Episode Guide


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.


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



Main Characters

Supporting Characters


Other Characters



  • 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] Catch in 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. werid, 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 of 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 day 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 attract Thor's attention too soon, so my first attack on midgard will be through science not sorcery. Specifcally, 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 uupon 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 im? Huh. More for me then.
  • Spider-Man: Being an Avenger rocks, but I only take so many Hulk gutbuasters 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]

  • Loki: (In Spider-Man's body) [Groans] No, no, no, no, no, no! This is worse than the time of 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]
  • Loki: (In Spider-Man's body) [Groans]
  • Captain America: You take Modok. 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.
  • Loki: (In Spider-Man's body) [Groans]
  • [Crashes]
  • Hawkeye: Hey! There you go.
  • JARVIS: Warning. Hulk reports a breach of tower security by Loki.
  • Loki: (In Spider-Man's body) No, wait-- [Groans] I'm not-- [Yelps] Really! [Grunts] [Groans]
  • Iron Man: Loki?
  • Loki: (In Spider-Man's body) That's right.
  • Iron Man: (Growls)
  • Loki: (In Spider-Man'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.
  • Loki: (In Spider-Man's body) Whoa, whoa, whoa, wait!
  • Thor: Be gone! [Grunts]
  • Loki: (In Spider-Man's body) [Groans] But I'm really Spider-Man! [Groans] How come I'm still alive?
  • Loki: (In Spider-Man's body) It must be that crazy asgardian invulnerability.
  • J. Jonah: I told you Spider-Man was no good.
  • Loki: (In Spider-Man'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.
  • Loki: (In Spider-Man's body) Those monsters look like... Venom! But where'd they come from?
  • Spider-Man: (In Loki's body) Forward! Bring this city to its knees!
  • Loki: (In Spider-Man'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.
  • Spider-Man: (In Loki's body) Don't worry, New York. There's more where that came from. [Laughs Maniacally]
  • Loki: (In Spider-Man's body) No!

  • Loki: (In Spider-Man'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. I'm going to a comic convention.
  • All: [Screams]
  • Loki: Looks like my stop anyway.
  • [Snarls]
  • Loki: (In Spider-Man'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, vuy 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 turly 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]
  • Spider-Man: (In Loki's body) Glorious! But I crave a better view of Thor's defeat. Well, why not? when in rome-- Let's fly, web! Idotic 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]
  • Loki: (In Spider-Man's body) I'll make you a two for one deal, chuckles.
  • Spider-Man: (In Loki's body) [Grunts]
  • Loki: (In Spider-Man's body) I'm going to send both you and my costume... To the cleaners!
  • Spider-Man: (In Loki's body) [Groans]
  • Loki: (In Spider-Man's body) Get it? No?
  • Spider-Man: (In Loki's body) [Groans]
  • Loki: (In Spider-Man'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.
  • Spider-Man: (In Loki's body) [Groans] [Mumbling]
  • Spider-Man: (In Loki's body) Of course, you realize you're only hurting your own body. That will ache like the blazes when we switch back.
  • Loki: (In Spider-Man's body) Oh, yeah? Well-- [Groans] I'll bet that'll hurt in the morning.
  • Spider-Man: (In Loki'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.
  • Loki: (In Spider-Man's body) I'm warning, I know how to use this!
  • Spider-Man: (In Loki's body) You simply triggered a protection spell I put on my spear should my life be threatened. You can't possibly wield It's full power.
  • Loki: (In Spider-Man's body) Uh, bibbity, bobbity, blast him!
  • Spider-Man: (In Loki's body) Magic knowledge, and you haven't larned the proper way to use it.
  • Loki: (In Spider-Man's body) There's always my way. [Grunts]
  • Spider-Man: (In Loki'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!


  • 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 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 from the video game Marvel vs. Capcom 2: New Age of Heroes.



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