The Spider-Verse: Part 2
3, 10
The Spider-Verse Part 2
Air date March 12, 2015
Written by Paul Dini
Directed by Roy Burdine
Episode Guide
The Spider-Verse: Part 1


The Spider-Verse: Part 3
Ah, this world's Spider-Man. Nice! Very Noir.

The Spider-Verse: Part 2 is the tenth episode of the third season of Ultimate Spider-Man.


The Green Goblin opens portals to alternate worlds so Spider-Man teams up with alternate versions of himself to stop him.


Spider-Man enters a black and white world where he sees a police chase through the city, deciding to investigate. He then sees Goblin leading it, before seeing Spiderman Noir caught up with him, he assumed the Goblin was someone in a costume but he was very real. The two got in a brief scuffle in the midst of the car chase after the goblin blasted him off until Spiderman rescued him.

When Peter tried to explain the situation to Spider-Man Noir offering his help to stop the goblin but he shrugged him off by saying, "I work alone." and left. Spiderman Noir found goblin on the Washington State bridge the two resumed the fight and just when the goblin was about get his data. Spiderman jumped in and saved him, the two webbed up the goblin just in time for him to take a crash into the river. Spiderman Noir thought that would the last of him, but Peter told nope and said the goblin is a wiz at disappearing acts and when he was his incarnation disappear just as fast, he replied, "Goblin has some competition."

Spiderman Noir returns to his home, where he was surprised to see Spiderman already there, he asked who Spiderman is and he replied, "Let's just say I'm not from around there or better yet this universe." Annoyed, The Noir Spider overpowers and takes off his mask before being surprised to see his face, as Peter asked if he looked familiar and Noir took off his mask, revealing he is an older version of Peter. Surprised at his appearance, Spider-Man noted on this oddity. Peter then tried to explain the situation again of being from another universe, The Noir Spider replied, "Ever since some exotic spider bit me, my life hasn't been anything but weird." Ever since that day Peter Parker Noir didn't call himself much of a hero and didn't even want the job in the first place. But if he didn't put on the mask, then the city would drown in it's own evil and that the weak will perish.


Main Characters

Supporting Characters


Other Characters



  • This episode will air in the UK on 6th September 2014 with the others airing every Saturday. It along with the 3 other "Spider-Verse" episodes aired in India on 31st August.
  • The world that Spider-Ham lives in is where the characters have cartoon effects or the swifty laws of physics, for example: because the dynamite will be destroyed by dust, if a character hits something heavy, it sprawls like a victim, when the character is chasing the other, and is behind the ground and after look down it will fall.
  • Peter references him time as a pig, which occurred in Run Pig Run.

Marvel references



  • Spider-Man Noir: (Screams) (Groans)

  • Spider-Man: Speaking of costumes. You ever see anyone around here wearing one like mine?

  • Spider-Man: (Yelps) Hey, Jackpot! There's my guy down there! Hold on! I want to talk to you, Mr. Spider-- Scarecrow? (Sighs)

  • Iron Mouse: Hey!
  • Goblin: One side, Vermin!
  • Iron Mouse: Spider-Ham!
  • Spider-Man: Iron Mouse?
  • Iron Mouse: That's the green monster who was asking about you in town. You need a hand?

  • Iron Mouse: Does this means you're ready to rejoin the Avengers?



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