The Avenging Spider-Man: Part 2
3, 2
Avenging spider-man part 2 picture
Air date August 31, 2014
Written by Paul Dini
Directed by Tim Maltby
Episode Guide
The Avenging Spider-Man: Part 1


Agent Venom
Knock knock, Doc Ock!

The Avenging Spider-Man: Part 2 is the second episode of season three of Ultimate Spider-Man.


Spider-Man and his friends team up with the Avengers to stop Loki and Doctor Octopus.



Main Characters

Supporting Characters


Other Characters



  • Spider-Man: When I joined the Avengers, I never expected them to attack me.
  • Hawkeye: Don't move, Loki!
  • Spider-Man: Huh? N-No-No-No! Wait! You don't understand! Guys, Listen, It's me! Spider-Man! But no one believed that because Loki switched our bodies and made it look like I attacked New York.
  • Loki: [Grunts]
  • Spider-Man: [Groans]
  • Loki: Hurry! smite-- uh, Smash Lokibefore he casts another spell!
  • Spider-Man: Yikes! [Screams] [Grunts] Of course, Loki switched us back before I could blurt out the truth. Which means I have to bolt before I get clobbered by my new teammates, the Avengers... Iron Man, Black Widow, Falcon, Hawkeye and Captain America! I remember this place from those times I fought the Lizard.It's also close to where I can find help. Midtown High. [Grunts]
  • Nova: An army of Venomized monsters?
  • Nick Fury: Most likely created by Doc Ock. Only Loki could have sprung Otto from the Tri-Carrier. and now that Loki has placed himself in Spider-Man's body. He's an even greater threat. His army has already taken out Thor and the Hulk. Be careful.
  • Spider-Man: Hey, Spidey-Pals. What's the good word?
  • White Tiger: It's Loki! Get him!
  • All: [Yell]
  • Spider-Man: I was afraid of that! [Groans]
  • Power Man: We've got a score to settle with you, Trickster.
  • Spider-Man: Trickster, right? He's not me! I'm not-- I'm not him! Oh, brother! Hey, wait! It's really me!
  • Nova: That sounds like something Loki would say.
  • Spider-Man: I'll prove it. Nova, you're secretly afraid of bunnies.
  • Nova: What? [Laughs] N-no! You are! [Yells]
  • Spider-Man: [Groans] Loki would counterattack. I won't.
  • Nova: [Grunts] [Sniffs] Aw, whoa, whoa, whoa.
  • Iron Fist: The purity of his actions convinced you.
  • Nova: Purity nothing! [Gags] The real Loki would never travel by sewer.
  • Loki: There he is! about to lay the zap upon the dudes!
  • Spider-Man: Do I really talk like that?
  • Nova: Yep.
  • Captain America: Move away from him!
  • Nova: He's ours!
  • Loki: Loki must be controlling their minds! Get them!
  • Iron Man: You heard the man.
  • Hawkeye and Black Widow: Ha!
  • Iron Man: Okay, that's enough of that.
  • Nova: We gotta get you out of here!
  • Spider-Man: Whoa! Whoa! [Groans]
  • Power Man: Hey, what's our battle plan?
  • Nova: I don't know. They're the Avengers. Hit 'em hard and try to win? [Screams] [Groans]
  • Captain America: Stand down, kids.
  • Spider-Man: Terrible plan. Please tell me Buckethead isn't leading you know.
  • White Tiger: No, but he thinks he is blunders into a fight.
  • Power Man: And leaves the clean-up for us.
  • Spider-Man: Watch it!
  • Black Widow: [Groans]
  • Spider-Man: White Tiger, you're on Black Widow. She's one stinger down. You should be able to take her.
  • White Tiger: [Grunts] Ha! Yah-gah!
  • Iron Man: I'll settle this.
  • Spider-Man: [Grunts] Power Man, force Iron Man's armor to reboot by hitting it with something big.
  • Power Man: On it!
  • Spider-Man: [Grunts]
  • Iron Man: Really? What's that supposed to accomplish?
  • Power Man: [Grunts]
  • Iron Man: Oh. [Screams]
  • Spider-Man: No! [Grunts] A little help? Anybody?
  • Captain America: Loki would never save innocent victims. We got the wrong guy!
  • Spider-Man: [Grunts]
  • Power Man: [Grunts]
  • Spider-Man: Ha! That's okay. I've got the right one.
  • Loki: What can you do, Spider-Man? your reputation is ruined. My brother Thor is defeated. and thanks to the creations of my ally, Otto Octavius, this city will soon fall to me. [Chuckles] You've lost. All of you.
  • Iron Man: Look, um... sorry for the mix-up.
  • Spider-Man: Not many people can say they survived being smashed through a skyscraper by the Hulk. Speaking of mean green, we've gotta spring him and Thor. Uh, not to overstep my authority or anything, Cap.
  • Captain America: A good plan's a good plan, be it a captain or a private. You're a good leader. Joining the Avengers as a rookie must have been a hard choice for you.
  • Spider-Man: Hey, I gotta leave the nest sometime. Just wish I was sure now was the right time.
  • Iron Man: Okay, Avengers, Let's do this.
  • White Tiger & Iron Man: [Grunts]
  • Captain America: [Grunts] Stay with Hulk and Thor.
  • Spider-Man: [Grunts]
  • Captain America: [Groans]
  • Iron Man: [Groans] [Grunts]
  • Spider-Man: Hey, Uglies! up here! [Chuckles] I said "Uglies" and you looked. [Grunts] [Groans] It's not polite to wolf down your food. By food, I mean me! [Groans] [Grunts] Oh! [Grunts] Nice try, big bad! [Groans] Note to self, only razz the monster after you escape.
  • Falcon: [Grunts]
  • Spider-Man: Thanks, Falcon!
  • Black Widow: Ha!
  • Hawkeye: [Grunts]
  • Iron Man: Watch your back!
  • Hawkeye: [Gasps]
  • Spider-Man: Hold that pose! [Grunts] Yah!
  • Power Man & Iron Fist: [Grunts]
  • Spider-Man: Keep it up! They're almost free! [Screams]
  • Hulk: You! What did you do to my little pal?
  • Spider-Man: [In Strained Voice] I'm your little pal! I-I mean, I'm not Loki!
  • Iron Man: It's true, Hulk. Loki switched them back. He really is Spider-Man.
  • Spider-Man: Hi.
  • Hulk: Okay, then. [Chuckles]
  • Spider-Man: Ow! Oof! That's my buddy.
  • Thor: Ulik, do you believe we were victims of Loki's treachery?
  • Ulik: So, what, Thor? You would have us join forces to fight your brother? Fenris and I hate all Asgardians!
  • Thor: If you will not help, you will be banished from this realm. Heimdall, open the bifrost!
  • Hulk: Scream and take poochie with you! [Grunts]
  • Spider-Man: Collect call from the one-eyed man in leather coat. What's up, Fury?
  • Nick Fury:  (On Watch) Energy readings show Doc Ock's old underwater lab is up and running again. That has to be where you'll find him.
  • Spider-Man: I'll take my team. Uh, my old team. On account of-- we know where it is.
  • Captain America: Good plan.
  • Spider-Man: It is? Oh, he liked it. Hey! Uh-uh-- yes, Thank you, Captain America. Another plunge in the east river on the trail of a bad guy.
  • Nova: Aw, I think Webs is homesick.
  • Spider-Man: Are you kidding? You should see the sweet pad I share with the Avengers.
  • Hulk: Bugman! Bugman! Noogie, noogie, noogie, noogie!
  • Power Man: I'm really happy you're living it up in luxury, Spidey, but we need your attention here.
  • Spider-Man: Knock, knock, Doc Ock. [Chuckles] Totally didn't practice that on the way here. Other than that giant tank of Venom, Ock's place looks about the same. Creepy, dank--
  • All: [Gasps]
  • Spider-Man: Okay, that's new.
  • Dr. Octopus: You witless fools! My new asgardian armor makes me invisible.
  • Nova: I guess you won't be needing this!
  • Dr. Octopus: My Venom! You've destroyed it! You will perish for this!
  • Iron Fist: Hee-yah! [Groans]
  • Dr. Octopus: Your mystic strength has no effect on me. These arms are the creation of Loki's Darkest Magic. Even Thor is helpless before me. After I do this! [Laughs Manically] You're finished. Soon the world will be mine. Just as Loki promised.
  • White Tiger: What are you doing?
  • Spider-Man: Ock destroyed our suits, so we've gotta get out of here, Spidey-style. Blast us out of here!
  • Nova: Almost forgot how webs always pulls us into his crazy schemes. Can't believe we're still alive.
  • Iron Fist: His strangers are bizarre, yet inspired.
  • White Tiger: For a dweeb who never studies.
  • Power Man: That's as close as they'll ever to get to saying. They missed you too.
  • Nova: Uh-oh.
  • White Tiger: [Gasps]
  • Dr. Octopus: [Groans] What does it take to drown you? [Grunts]
  • Spider-Man: Interesting question, Otto. Let's discuss it, far away from here.
  • Dr. Octopus: Yah!
  • Spider-Man: Nice.
  • White Tiger: Thanks, but he still has three other arms. So hurry up and swing.
  • Thor: [Grunts] Hold, Man of Octopi! surrender for your own sake. You cannot comprehend the power you're trying to control.
  • Dr. Octopus: Oh, I think I have a pretty good idea. [Grunts]
  • Thor: [Grunts] [Screams]
  • Loki: My compliments on dispatching Thor with such ease.
  • Dr. Octopus: Oh, it was you that made it possible, my friend.
  • Loki: And now, the time has come to tell the world that New York belongs to Loki. [Laughs Maniacally]
  • Spider-Man: [Grunts] Now, that's just nasty.
  • Power Man: Not as nasty as them.
  • Spider-Man: We got a big problem. A giant-sized problem.

  • Captain America: Hit 'em high, low, and everywhere else. [Grunts]
  • Black Widow: Ha! Huh! [Grunts]
  • Hawkeye: Don't crowd. I have enough arrows for everyone.
  • Hulk: [Grunts]
  • Spider-Man: [Grunting]
  • Power Man: [Grunts] Whoa! And I thought they looked ugly on the outside.
  • Iron Man: You and me both, kid. I converted my repulsor rays to Sonic Blasts. You take it from here.
  • Power Man: You got it! [Grunts]
  • Iron Fist: Da! Yee-ah!
  • Hulk: [Roars] Bah! Too slow! [Grunts] [Roars]
  • Falcon: Did you have to shatter every window in Midtown?
  • Hulk: Got the job done, Didn't I
  • Thor: [Grunts]
  • Spider-Man: Thor!
  • Thor: Treacherous Loki created Octavius' Armor from enchanted asgardian metal. One more attack might finish me.
  • Spider-Man: I've got an idea. Summon the bifrost again. Trust me on this.
  • White Tiger: Yah! [Grunts]
  • Hulk: [Grunts]
  • Spider-Man: Yah! Hey, Teams! When you're done with your garbage, toss it in here.
  • Thor: Heimdall, bring down the bifrost!
  • Nova: Boom! All clean.
  • Hulk: [Grunts] Blasted New York Pigeons! They get bigger all the time. [Grunts] Come here, you flying rat! [Grunts]
  • Thor: [Grunts]
  • Loki: No! Octavius! Those fools are destroying my army and your creations. Attack them!
  • Dr. Octopus: [Yells]
  • Iron Man: Whoa, whoa, whoa. Otto, you do realize Loki will betray you, right? I mean, the guy's official job title is"Prince of Lies." What does that tell you?
  • Dr. Octopus: SHut your yannering trap, Stark.
  • Iron Man: Okay, I tried reason.
  • Dr. Octopus: [Grunts]
  • Iron Man: Here's plan B.
  • Dr. Octopus: [Screams]
  • Iron Man: [Groans] How's your monday goin'? [Grunts] Hulk! Move! Now! I'm not kidding! Hulk! [Grunts]
  • Spider-Man: Hey, Otto! Why don't you pick on someone your own size?
  • Dr. Octopus: An excellent suggestion.
  • Spider-Man: That is, if you're sure big boss Loki says it's okay.
  • Dr. Octopus: I don't need his permission to squash a pest like you!
  • Spider-Man: [Grunts] It seems to me that you're just a henchmen again. Like when you were Norman Osborn's hired goon. YCou know, an errand boy, a flunky. Strictly a second-rate-- [Grunts]
  • Dr. Octopus: I am Loki's equal! He promised me Earth once we rid of you so-called heroes!
  • Spider-Man: Ha! and they call me "funny." You actually believe Loki would let you rule the world for him? [Chuckles] That's hysterical.
  • Dr. Octopus: [Growls]
  • Hulk: [Grunts]
  • Iron Man: Ready for round two?
  • Hulk: Let's do it!
  • Iron Man: [Groans]
  • Hulk: [Groans]
  • Loki: No. This ends now.
  • Falcon: Let's take him down.
  • Loki: That's right, fools. Hurry to your doom. [Screams] [Groans]
  • Thor: It grieves me we must battle again, brother! But if you threaten my friends in this world, you leave me no choice.
  • Loki: I won't be defeated. Now now. Octavius! Assist me!
  • Spider-Man: That's your cue, Otto. Run to your master like a good eight-armed little doggie,
  • Dr. Octopus: He can wait!
  • Spider-Man: [Grunts]
  • Loki: I own you, mortal! Obey me!
  • Dr. Octopus: [Groans] I am not your servant!
  • Loki: [Groans] [Screams] That armor was for destroying Thor, not me! [Grunts]
  • Dr. Octopus: I have no use for a weakened Ally.
  • Loki: [Groans]
  • Dr. Octopus: I think it's time to end our partnership.
  • Loki: [Grunts] An excellent suggestion.
  • Dr. Octopus: [Screams]
  • Spider-Man: [Grunts] Hang on, Otto. Octopus street pizza is something no one wants on the menu.
  • Loki: [Groans]
  • Hulk: Got you, Horn Head. [Grunts]
  • Spider-Man: Wait! [Grunts] Hulk, maybe you and Loki should forgive and forget. Be pals.
  • Hulk: Pals? Him and me?
  • Spider-Man: Well, sure. And how does Hulk treat his pals?
  • Hulk: Huh, yeah. Noogie, noogie, noogie, noogie, noogie, noogie, noogie!
  • Loki: Argh!
  • Spider-Man: Ooh! Ouch! I don't think you can handle these next guys. Of course, there's always the coward's way out.
  • Hulk: You let him off easy.
  • Captain America: I don't think so. Smart plan, kid.
  • Thor: Foolish Loki. Leaps before he looks.
  • Loki: [Groans]
  • Ulik: There he is! Loki! Trickster who bewitched us into serving him.
  • Loki: Ulik, you know me. The prince of mishef. [Chuckles Nerbously] Uh-- mischief? No harm. Just joking. Now, stay back! stay back! [Screams]
  • Spider-Man: You sure you don't need help transporting off back to S.H.I.E.L.D.?
  • Iron Fist: For the third time, Spider, we've got this.
  • Spider-Man: Well, it-- it was great seeing you guys again.
  • White Tiger: You too. Don't be a stranger, okay? We miss you.
  • Spider-Man: Me too. A lot. But hey, even tough I'm an Avenger, it's not like we'll never see each other again. If you guys want to get together again some time, that is if you have any time--
  • Iron Man: Uh, Spider-Man--
  • Spider-Man: They already left, didn't they?
  • Iron Man: Yeah.
  • Spider-Man: Tony, do you ever really want something, and when you got it, you realized it wasn't you wanted after all?
  • Iron Man: I dated an italian supermodel once. Then decided I liked a german one better. We're not talking about the same thing, are we?
  • Spider-Man:
  • Iron Man: Avengers Tower will always be here, Spidey. Whenever you want it. Good work today, Pal.
  • Power Man: Who hit the alarm?
  • White Tiger: An intruder?
  • Spider-Man: [Grunts] Wow, your response time is amazingly slow. Someone has to turn you guys around. Guess it's up to me.
  • White Tiger: Did the Avengers kick you out?
  • Spider-Man: No. I just realized what I really wanted.
  • White Tiger: They totally kicked him out.
  • Nova: Slow, huh? Really? Get him!
  • Spider-Man: It's good to be home.


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