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- In the first episode, while Fury is offering Spider-Man the chance to train with S.H.I.E.L.D., the Trapster somehow frees himself just as Spidey asks Fury how ultimate an "Ultimate Spider-Man" they're talking about is. Fury responds by casually looking over his shoulder at the fleeing Trapster, removing his plasma revolver from its holster, and firing seemingly blindly into the air. The plasma-bolt comes down and sheers through a flagpole a couple stories up, causing the pole to fall and hit Trapster on the head, knocking him out cold.
Fury: That ultimate.
- In "Great Responsibility", Spider-Man manages to rally the team behind him to fight the Frightful Four, after just declining to work with them minutes ago. White Tiger also gets one for finally giving Spidey some credit.
Spider-Man: If you wanna save someone, look down there. (gestures to the civilians below) Superhero 101, we can defend ourselves, they can't. Trust me, I've got these meatheads. Go, protect and serve.
White Tiger: You heard the man!
Spider-Man: She called me "the man"!
- Directly following that, the team not only keeps the civilians safe, but also beats down the Frightful Four. Iron Fist especially gets one for taking down Klaw in one blow.
Klaw: You're next.
Iron Fist: Now, the scream of chaos shall meet the soul of iron. KI-YAAAAAAHHHHHH!
(cue Iron Fist one-shotting Klaw in a single, chi-enhanced punch so powerful, it creates a shockwave that knocks him off the roof and resonates like a sonic boom)
- A villainous one for Dr. Doom. When the teen heroes decide to get some respect by attacking Latveria in order to capture him, he sent them a Doombot and let it be captured instead as a part of a Xanatos Gambit. As a result, the helicarrier is nearly destroyed, and even though Spider-Man and the others save the day, Dr. Doom was able to scan their skills, strengths, and weaknesses so he could use them against them in the future.
- Made even more awesome by the fact that the heroes attacked of their own accord. Dr. Doom put his plan into motion with no warning whatsoever.
- Basically Doctor Doom period! The Doombot alone made the Web-head's Spider-Sense go off a lot harder than usual. Make no mistake, Victor Von Doom is one of the most dangerous men alive.
- Iron Fist gets one in "Venom." Not only does he manage to evade the symbiote longer than anyone else on the team (save Spidey), but he even manages to expel it on his own. Even the way he expelled it was awesome. He punched the ground in a fit of rebellion, creating a radial shockwave that literally ripped Venom from his body! He wasn't even phased by the merging/separation process like Flash, Nova, and Luke. He just got back to his feet and rejoined the fray like it was nothing.
- Iron Man made an entire suit of armor for Spider-Man...JUST after meeting him. They barely know each other and yet Spidey has his own Spider-Man armor. And the best part? Iron Man's reason for making the armor? "Because I had an hour to kill"...he made the Iron Spider armor just cause he felt like it.
- Iron Spider vs. Iron Man.
Spiderman:This isn't what I expected our first team up would be like!
- Even during a high-speed chase with Living Laser (who's made of light, which should tell you something about how fast he is) Iron Man is still able to maneuver himself so he can wink at a nearby woman, who's so attracted to him that she doesn't even notice Laser fly right by her. Only Tony Stark can take being The Casanova to such awesome levels!
- Coulson, having his hands and feet bound, hung upside down above a vat of acid, and stripped down to his undies◊ by Taskmaster, calmly telling Spidey and White Tiger not to worry about/help him, and to get themselves to safety instead.
- Taskmaster kicking the asses of most of the team.
- Spider-Man and White Tiger using their heads and beating Taskmaster by turning out the lights, and switching up their weapons so Tasky didn't know how to defend himself.
- Not a huge one, but Peter intentionally failing an obstacle course set up by a new gym teacher (actually Taskmaster) just to go the extra mile in keeping his secret identity a secret. His teammates made fun of him, but Peter wasn't even in Taskmaster's top three choices to be Spider-Man.
- Spider-Man vs. Venom, both in "Venom" and "Back In Black".
- Venom in general: unlike other villains (except Doctor Octopus, Taskmaster, Loki, and Dr. Doom) who are treated as comical, Venom is taken more seriously and in every time he appears in an episode and very few scenes with Venom are played for humor, with Imagine Spots becoming less frequent as a result. Also every time he is defeated, it seems that symbiote is gone, but it always survives. Also his design is rather impressive. Plus there's the rather brilliant twist that, in this series, Harry is Venom as opposed to Eddie Brock.
- How does Spidey win the day in "Field Trip?" He tricks Loki, the god of mischief by hitting him the right in the ego. Loki is flat-out incredulous that he was beaten by a mortal, only for Thor himself to correct him that Spider-Man is "no mere mortal."
- Iron Fist with a magical short sword. He dices a giant's club, and then throws the bggest piece back at the giant's head.
- Wolverine in Peter's body giving Flash a royal beatdown.
- He also shows off just how much strength Peter is usually holding back as Spider-man, when he throws away Sabertooth: the power of the throw smashes the big guy into a schoolbus, topples the bus over onto it's side, and pushes it straight across an intersection.
- Doctor Octopus manages to fight Spidey on nearly equal terms despite never being outside of his lab. And he wins.
- Spidey saving Doc Ock from drowning.
- When Nightmare tries using Uncle Ben's death to bring down Spider-Man, he waves it off, and gives him one hell of a "reason you suck" speech.
Uncle Ben: (regarding Nightmare) Who's the glummy Gus?
Spider-Man/Peter Parker: Mr. Pasty? He's just pathetic. Nightmare, you don't know my Uncle Ben, and you sure as heck don't know me. You think this is some buried secret? Even though I couldn't save him, I live with what happened to Uncle Ben every day, but not in the way you think. I took responsibility for this tragedy, and turned it into something special, helping people every day, as Spider-Man. Guess who taught me that magic trick?
:: Cue Curb-Stomp Battle.
- Spidey, decked out in a full cadre of badass S.H.I.E.L.D gear, laying waste to the Zodiac forces on the Heli-carrier.
- Nick Fury has a communicator in his eyepatch!
- Episodes featuring The Beetle usually have more than one. To begin with, Beetle himself is a walking Moment of Awesome, which is saying something since in almost every other adaption he is a joke. But not in this series. In his very first appearance he takes down all of Team Spidey (except for Spidey himself) without them even getting a chance to fight back in less than a minute; successfully holds his own a straight-up fight with all of the team at once; and he would have succeeded in his objective if Jameson hadn't pulled the wool over everybody else's eyes. In his second appearance he would have won against Coulson and Spidey if Aunt May hadn't snuck into that jet's cockpit while he wasn't looking. In his third appearance he out-smarts Hawkeye.
- Team Spidey vs. Trapster; as Nick Fury noted, the five are finally starting to work as a team.
- To stop Sandman, Spider-Man orders Nova to turn him into glass. And it works. Bonus points for the team really starting to work well and smarter in this episode. Big time bonus points for Peter reminding us all that he's a lot smarter than people give him credit for, with the plan to incapacitate Sand-Man.
- Ava demonstrates her volleyball skills and beans Sam in the head with the ball.
Sam: What happened to no powers!?Ava: I said no powers. I didn't say no skills.
- Damage Control rolling in to help bring down The Wrecking Crew in "Damage".
- One for the Wrecking Crew: they actually had a plan. The freaking Wrecking Crew, Dumb Muscle incarnate, had a plan! And they pulled it off without anyone suspecting anything. The only reason Peter caught them at it was because he was following a completely different lead and happened to be in the right place at the right time.
- Hulk's Pre-Asskicking One-Liner during "Home Sick Hulk"
Spider-Man: Now we're trapped in here with them.Hulk: No. Puny creatures trapped with US!
- Hulk figuring out that he is now immune to the infection, since having it once gives him anti-bodies. To reiterate, Hulk was actually smart enough to figure out that he could safely fight the aliens. The best part? He's tapping into the intelligence that he naturally has as Bruce Banner. He may never assume the "Banner" form in the series, but he's still capable of using his skills.
- Spider-Man decking Loki, complete with visualized comic book sound effect.
- Coulson practically yelling at Thor when Thor leads the Hunt into his highschool.
- Coulson's Pre-Asskicking One-Liner during the Spider-Ham episode
Thor: (Discussing the fact that The Hunt is currently in the high school) I thought you could handle it.Coulson: I'm a S.H.I.E.L.D. agent and a principal of a New York public high school. Of course I can handle it. (grabs and cocks a S.H.I.E.L.D. gun)
- The above example is followed by Coulson dual-wielding rifles almost as big as he is, taking on The Hunt alone.
Coulson: No running in the halls!
- This troper thought it was awesome that they were able to squeeze so many pig jokes out of that episode (Porky Pig, the Three Little Pigs, "when pigs fly", "toss around the ol' pigskin", etc.)
- The big musical number for Drake Bell, reminding us that yes, he is still a good singer.
- Norman Osborn pulling a BFG out from behind his desk and open firing on the Iron-man. And then he goes on to calmly electrocute it.
- Iron Doc Ock VS Iron Spider-Man.
- Captain America handing the entire team their rear ends. And lecturing them while he does it.
- Nova can fly, is super strong, and can blast you with cosmic energy. So first, Cap tackles him out of the air. Then, when he gets charged, he deftly turns Nova's helmet backwards then steps aside letting him fly into a wall.
- Iron Fist managed to get in a good fight. But he can't pin down Captain America's fighting style. When he asks which of the styles he's using, Cap replies;
Captain America: All of the above.
- Captain America swiping Spider-man's gloves and web-shooters off of him mid-battle.
Captain America: And that's something I picked up in Brooklyn.
- He then proceeds to use them more efficiently than Spider-man, despite never having used them before. Wolverine could barely use the thing's basic functions, if that, but Captain America masters them instantly.
- Special points for Spider-man for actually lasting the longest of any of them against Cap. With and without his web shooters.
- Just to emphasize our point, in round 2 Cap wagers his own shield to the first one to take him down. And then he wipes the floor with them again.
- Of course Captain America knows Latvertian.
- At this point, let's just say Captain America in general.
- Coulson regaining some of former badassness during "Attack of the Beetle". Up to and including incapacitating him with a fork.
Coulson: Cooking school. One year.
- Even Aunt May gets in on the awesome, by way of frying the Beetle's armor with a jet thruster.
- And when she is captured by the Beetle she first tries to distract him by talking to him, before kicking him and running away. Aunt May, everybody!
- Dr. Octopus manages to capture Spider-Man not once, but twice, so that even after he slips free, he restrains him yet again.
- Spider-Man stopping to hold back and whopping the ass of the Green Goblin, who had just finished defeating Peter's team, including breaking Power Man's arm.
- And how Power Man reacts to that? He goes fight the Green Goblin again the next day with his arm in a cast. This takes guts,man.
- Spider-Man against Venom and the Green Goblin.
- The brief Mêlée à Trois between Spider-Man, Doc Ock, and The Lizard.
- The team really works together to keep The Lizard occupied while Spider-Man does his science stuff trying to create a compound to counter the serum.
- Weaponizing Nova constantly Saying Too Much.
Nova: What a doof. Why take gold when you could easily hook into those new satellites on top of the Bugle and just take over the world grid?
- After the way Flash beat him up and harassed him, it's great to see Rhino!Alex scaring the hell out of Flash.
- Kraven the Hunter gets an intro worthy of The Beetle before him, immobilizing most of the team, and then easily going hand to hand with White Tiger and Spider-Man. If this show has anything over the last one, it's that this Kraven is infinitely more formidable as a Badass Normal.
- Spider-Man giving Tiger the Death by Origin Story talk on why they should let Kraven live.
- Hawkeye has an arrow with a communicator in it. Talk about Crazy-Prepared.
- When Beetle drops Spidey and Hawkeye toward a construction site, Spider-Man positions himself in front of the Avenger so he takes the brunt of the fall.
- The episode starts with Spider-Man sparring with the rest of his team in a training exercise on Liberty Island. It's four-against-one, and not one of the other heroes manages to lay a finger on Spidey. There's a reason Fury made him team leader.
- The Sinister Six. The last 5 episodes were in fact buildups to bringing in all those villains for their first rendition of the 6, and together, they push Spider-Man to his limits, and eventually require him to bring in The Team to rescue him.
- Doctor Octopus gets some props for managing to keep his team mostly focused whenever they start to fray.
- The whole episode was an MOA! What with The Lizard having not one but two The Dog Bites Back moments, as well as Spidey rallying his team to switch opponents. And on top of that, Peter's devotion to Curt Conners and the way he tried to save him. And last but certainly not least the Snark-to-Snark Combat between Peter and JJ, during his Epic Hail to the team. This episode is a goldmine all right!
- Peter rejecting The Symbiote which turned him into Carnage, which leads to Harry becoming Venom again, and he tries to kill The Green Goblin. The fight between Harry and Norman is a MOA in itself. It's more awesome when Harry does it, because while Peter had the advantage of Harry convincing the symbiote into taking him back, Harry forced it off his body by sheer force of will.
- Apparently, SHIELD has a replica of the entire Parker house on standby. Just in case.
- Fury telling J. Jonah Jameson exactly where to stick his Anti-Spiderman ranting:
Fury: Your son is alive for one reason, Jameson, and like it or not, that reason is Spider-Man! Put that in your moustache and chew on it!
- The FrankenStark armor.
- Fury vs. The Destroyer.
"Get off my ship!"
- Danny gaining the second Iron Fist.
- Spidey figuring out that the crown was just an illusion and saving Scorpion even though he was a huge arrogant jerk towards him and Danny counts too.
- Spider-Man(In Hulk's body) delivering the "You Wouldn't Like Me When I'm Angry" line to Mesmero.
- The sheer fact SHIELD'S experiment on the Hulk worked.
- Have you ever wanted to see Stan the Man as a Crazy Awesome asskicker? Well, this episode makes it an animated reality. The kicker? He's a former SHIELD agent!
- Spidey managing to beat Deadpool, Cloud Cuckoo Lander extraordinaire, in a fourth wall breaking fantasy battle.
- Deadpool beating Taskmaster in a one-on-one fight, negating the latter's photographic reflexes in a manner similar to how he beat him in the comics: being random and break-dancing.
- Deadpool in general. Throughout the episode he proves how Crazy Awesome he is by: distracting Nick Fury by filling his office with Deadpool-dressed monkeys, steals a jet from under Iron Man's nose, messes with Spidey's head by breaking into his Imagine Spots several times, wipes the floor with Taskmaster's henchmen several times, said defeat of Taskmaster, and to top it off, The Reveal that he had been manipulating Spidey into helping him get back stolen S.H.I.E.L.D. secrets for him to sell for profit.
- Venom Bomb has several moments, but the most amazing is Spider-man in the Iron Spider Armor facing off with Venom IN SPACE!
- Not only that, but putting all the power in the forward thrusters and basically destroying most of the Symbiote, while still worrying about the Tri-Carrier self destruct and the fact that his suit is cracking!
- This is a whole episode of awesome. An entire episode of Spidey and Nova fighting against an earth destroying dictator with the Guardians.
- Spider-Man one on one fight with Scorpio.
- Luke one on one fight with supers soldierScorpio.
- Spider-Man using his intelligence to save Luke from a pit of lava.
- How Spider-Man wiped the floors with Scorpio's mooks.He really showed how much he Took a Level in Badass from season one.
- First Luke does the Fast Ball Special using Spidey,then Spidey returns the favour
- Arcade's portrayal. Instead of the jokester he was in the comics, he is a teenage Technopath who successfully hacks into S.H.I.E.L.D. and plans to start World War 3 by launching nuclear missiles once he cracks the code to them.
- Spider-Man proving his worth by winning one of Arcade's level by hacking into a SENTINEL.
- Wolverine, thinking Cap and Spider-Mans one of Arcade's LM Ds, attacks Cap. Without using his claws, Wolverine goes into physical combat against Cap while Cap still has his shield, and evem gets in the first hit. And he attacks with such ferocity that Cap is mostly on the defensive most of the time and he only stops after failing to cut through Cap's shield and realizes its the real deal
- Wolverine gets another one after making fun of Spiderman, Spidey shoots a web-ball at him. Wolverine just blocks it by popping his claws just before it hits him without even looking at Peter
- This is Marvel's first cartoon to make it to season 3 since X-Men: Evolution! That itself is an MOA.
- Flash Thompson becomes Agent Venom and finally becomes a super hero. It totally agrees with him, too, because all throughout the episode, he pulls off one awesome moment after another, unleashing the Boisterous Bruiser he had inside him all the while. One of the first things he does after transforming is redirect a volley of Beetle's mini-grenades on instinct using his body, and through the course of the episode, he tears off parts of Beetle's Armor, incorporating it into his own, giving him shoulder-mounted missile launchers and a similar look to his comic incarnation. Even the Heroic Willpower he shows in controlling Venom through Beetle's soundwave and Taskmaster's electric glove is awesome!
- Surprisingly Nova gets one of these via turning the enemy space ship into SWISS CHEESE!
- Nova's Badass Boast to Titus also counts.
Nova: I should thank you, Titus. Sometimes I forget what I'm capable of, what I was destined to be. And just so that we're both perfectly clear: You will never take this helmet from me.
- It's par for the course for her, but Squirrel Girl definitely gets one of these. Not only is this her first fully-voiced animated appearance, but she kicks the episode off in typical Squirrel Girl style, which is hilariously awesome (thus, staying true to her personality from the comics, and role of keeping things fun). With little effort, she and her army of squirrels (which include Tippy Toe, Monkey Joe, and Mr. Lieberman) foil an armored car robbery by Juggernaut. Sure, there's some property damage when all is said and done (really the result of Marko flailing around blindly while covered in squirrels), but Doreen continues to uphold her reputation from the comics as one of the most powerful superheroines in the Marvel Universe. Doubles as a Funny Moment.
Juggernaut (screaming like a little girl): ALL I SEE ARE SQUIRRELS! HORRIBLE, HORRIBLE SQUIRRELS!
- It could be argued that making Squirrel Girl a Destructive Savior was a CMOA for the writers, making her less of a Mary Sue but still no less powerful.
- Not only do we see the first appearance of Man-Spider since the 90's cartoon, but we also get to see him go toe-to-toe with a tyrannosaurus rex, starting off with a three-armed shouryuken, and finishing with a momentum-charged headbutt that knocks it out. Cue Tazan-esque roaring and chest-beating in victory. And then he tries to eat it.
- The next generation of SHIELD trained superheroes (Agent Venom, Amadeus Cho, Ka-Zar, and Zabu the sabretooth tiger) really leave their mark, and in a big way. With Spidey's "classic" team teleported to a remote location, it's up to Spider-Man and the new recruits to take back the Tri-Carrier from Taskmaster's Thunderbolts, and the Green Goblin, Doctor Octopus, Scorpion, and the Beetle. They falter for a bit, but when the chips are down and the final battle begins, the kids kick all kinds of ass, and show they're more than worthy to be called "New Warriors." And they even pick up two new members along the way, turning Cloak and Dagger to their side when Taskmaster callously betrays them.
Fury (to Spider-Man): You proved to me that you could be a SHIELD agent, you proved to me that you could lead a team, and now you proved to me that you can build a team.
- Also, Fury himself acknowledges their accomplishments, and those of Spider-Man, by saying they're ready to take it to the next level. The team is now relocating to SHIELD's global HQ for training: the Triskelion, better known now as "SHIELD Academy."
- A more villainous example, but points definitely go to the Goblin for manipulating Taskmaster and the other players on the field to come out on top at the end of this episode. Not only does he get Taskmaster to break him out of lockup, but he keeps both groups distracted long enough to storm the armory and seize control of the Siege Perilous, and then depart from the battlefield with nary a scratch on him. And even then, he says that it's only a small step in some larger scheme he's hatching! Osborn really knows how to play a long game.
- Goblin's true plan is to go to different universe to get DNA samples of Spider-Man's counterparts in order to not just gain his powers, but better. He succeeds despite getting beaten by the main Spider-Man and his counterparts, KNOWS his true identity as Peter Parker, and gains the ability to transform into Spider-Goblin.
- Spider-Man visits every parallel dimension and encourage each of his counterparts not to give up their duty as a hero (2099, Spider-Ham), to be brave and not so reckless (Spider-Girl, Miles), and to protect others from danger (Noir, Spyder-Knight). This even gives them a chance at redemption in their own universe. Best part is, they even help Spider-Man fight off against Goblin and later Electro.
- And speaking with Miles, it shows that most other Peter Parkers are the same sort of heroic individual, as Miles became Spider-Man after the original gave his life to save the world.
- This line:
Spider-Ham (to Peter): We Spidys may be spectacular, amazing and hamtastic, but you, you're the ultimate Spider-Man.
- Spider-Man sneaks out of the SHIELD Academy to get burritos and is able to sneak back in without getting caught, even bringing along burritos for his teammates. Fury shows up and pulls his usual Mean Boss schtick by taking Spidey's burrito but for once the wallcrawler gets one over on Nick by keeping an extra burrito hidden.
- Jessie Prescott (yes, THAT Jessie Prescott) fights Morgen Le Fay on equal ground, though it's thanks to a magic sword that kept the witch imprisoned.
- When Spider-Man gets pinned down by several villains Aunt May tries to help him by karate chopping one of the villains who just so happens to be the Absorbing Man. Said villain, a regular opponent of Thor and the Hulk, threatens May who just snarks in his face. Peter got his morals from Uncle Ben and he got everything else from Aunt May.
- When the Collector finally fought back against the Grandmaster during the final battle for New York, why did he do it? To save Spider-Man's life.
Collector: You've always been insufferable, it's about time someone made you lose. And that someone is me!
- The final battle of heroes vs. villains.
- Anyone worried that the Heel–Face Turn for Norman Osborn wouldn't stick shouldn't worry as not only does Osborn return to his other role as the Iron Patriot, but his son Harry joins in as the American Son, taking up (and making better usage of) roles first seen during the Dark Reign storyline.
- Flash may be wheelchair bound. Doesn't stop him from protecting Aunt May from Ben and Ock. The fact that he's equipped with guns on his wheelchair really gives him an edge in Badass.
- The entire ending is one big MOA, MOH, and Tearjerking all in one. Ben saves Peter and May, rips off his mask, renounces his allegiance to Ock and proudly says his name is Ben Reilly. He then gets Peter and May to an escape pod and crashes HYDRA island into the ocean to save New York, in the name of Uncle Ben.
- Sandman's fight with Hydro Man.
- Carnage. Just everything about Carnage is either this or Nightmare Fuel. The first thing it does upon being released by Michael Morbius is to take over Doctor Octopus and try to have him kill Flash and Peter. Then when that fails it tries to do the job itself and damn well near comes CLOSE to it.
- Minor CMOA but after waiting for four seasons of waiting hearing Venom FINALLY use his famous catchphrase is worth the wait. ESPECIALLY considering that it comes right after having just kicked Carnage's ass.
Agent Venom: WE! ARE! VENOM!
- This follows him getting the symbiote to emerge by leaping out of a skyscraper, knowing full well he's dead if it doesn't work, because he's not going to just stand by while Spider-Man needs him.
- Ladies and gentlemen I give you, for the first time in ANY media, Mary Jane Watson, AKA Spider-Girl, AKA CARNAGE. That's right. This show just made Carnage a HERO. It might not be the beloved comically inept hero from Axis, but it's still quite the feat.
- Doc Ock might not have ever been able to perfect the process of creating Spider-Man's powers, but he was able to do the next best thing and created a formula that cures them completely. The cure doesn't only work on Spidey either, it works on all mutations, including the Lizard transformation, Vulture, and Rhino.
- While Spidey and Norman were looking over Peter's DNA to find a way to restore his powers Norman figures out the reason Ock was never able to perfect the process to make more Spider-Men, the powers are unique to the combination of the radiation from the spider bite and Peter's own DNA. It isn't the bite that made Peter Spider-Man, it was literally himself the whole time.
- The series ends the way it began with Spider-Man facing Trapster while picking up a cake. This time though, he beats Tarapster with no problem, causing no property damage, and doing it even faster than Captain America would have.
- How about the fact that this is the first Spider-Man animated series in years to... you know... NOT END IN A CLIFFHANGER AND TIE UP LOOSE ENDS IN A Grand Finale!!!!